PART I
Item 1. Business
Equity LifeStyle Properties, Inc.
General
Equity LifeStyle Properties, Inc. ("ELS"(“ELS”), a Maryland corporation, together with MHC Operating Limited Partnership (the "Operating Partnership"“Operating Partnership”) and its other consolidated subsidiaries (the "Subsidiaries"“Subsidiaries”), are referred to herein as "we," "us,"“we,” “us,” and "our." We elected to be taxed as a real estate investment trust ("REIT"), for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 1993.
“our”. We are a fully integrated owner and operator of lifestyle-oriented properties ("Properties"(“Properties”) consisting of property operations and home sales and rental operations primarily ofwithin manufactured home ("MH"(“MH”) and recreational vehicle (“RV”) communities and recreational vehicle ("RV") resorts and campgrounds.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 upon which we provide ourlease to customers the opportunity to place factory builtwho own manufactured homes and cottages, cabins RVs and/or RVsboats either permanently or on a long-term or short-term basis. Our customers may lease individual developed areas ("Sites"(“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 as well asand low customer turnover costs. Our portfolio is spread throughgeographically diversified across highly desirable locations with a focus on bothnear retirement and vacation destinations. Our properties attract retirees, vacationing families,destinations and second homeowners, while providing a lower cost home ownership alternative.urban areas across the United States. We have more than 90110 Properties with lake, river or ocean frontage and more than 100120 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 networks with a portfolio as of December 31, 2017, of 406449 Properties (including joint venture Properties) consisting of 151,323171,248 Sites located throughout 35 states in the United States and Canada. These Properties are located in 32 statesU.S. and British Columbia.Columbia in Canada as of December 31, 2022.
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Our Properties are generally designed and improved for homehousing options of various sizes and designslayouts that are produced off-site by third-party manufacturers, installed and set on designated Sites ("Site Set") within the Properties. TheseManufactured homes and cottages can range from approximately 400 to
over 2,000 square feet. Properties may also have Sites that can accommodate a varietyRVs of RVs. Properties generally containvarying sizes. We also have marinas that offer boat slip and dry storage rentals. In addition to centralized entrances, internal road systems and designated Sites. In addition,Sites, our Properties oftengenerally provide a clubhouse for social activities and recreation and other amenities, which maycan include swimming pools, shuffleboard courts, tennis courts, pickleball courts, golf courses, lawn bowling, restaurants, laundry facilities, cable television and internet service. Some Properties provide utilities, including water and sewer service, through municipal or regulated utilities, while others provide these services to customers from on-site facilities.
Our Formation
Our Properties are primarily owned by our Operating Partnership and managed internally by affiliates of our Operating Partnership. We are the general partner of the Operating Partnership. We contributed the proceeds from our various equity offerings, including our initial public offering, to the Operating Partnership. In exchange for these contributions, we received units of common interests in 1993 and subsequent offeringsthe partnership (“OP Units”) equal to our Operating Partnershipthe number of shares of common stock that have been issued in such equity offerings.
We have elected to be taxed as a REIT for a general partnership interest. The financial results of our Operating Partnership and our Subsidiaries are consolidated in our consolidated financial statements, which can be found beginning on page F-1 of this Form 10-K. In addition, sinceU.S. federal income tax purposes. Since certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the "Code"“Code”), we have formed taxable REIT Subsidiaries, as defined in the Code, to engage in such activities.
subsidiaries (each, a “TRS”). Our primary TRS is Realty Systems, Inc. ("RSI"(“RSI”) is a wholly owned taxable REIT subsidiary of ours which, along with owning several Properties, is engaged in the business of purchasing, selling and selling or leasing Site Setfactory-built homes that are located in Properties owned and managed by us. RSI also providesoffers home sale brokerage services to our residents at such Properties who movemay choose to sell their homes rather than relocate them when moving from a Property but do not relocate their homes. RSI may provide brokerage services, in competition with other local brokers, by seeking buyers for the Site Set homes.Property. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants. Several Properties
The financial results of the Operating Partnership and Subsidiaries are also wholly owned byincluded in our taxable REIT Subsidiaries.consolidated financial statements, which can be found beginning on page F-1 of this Form 10-K/A.
We focus on Properties that have strong cash flowflows and plan to hold such Properties for long-term investment and capital appreciation. In determining cash flow potential, we evaluate our ability to attract high quality customers to our Properties and to retain these customers who take pride in the Property and in their homes. Our operating, investment and financing strategiesinitiatives include:
•Consistently providing high levels of services and amenities in attractive surroundings to foster a strong sense of community and pride of home ownership;
•Efficiently managing the Properties to increase operating margins by increasingadd value, grow occupancy, maintainingmaintain competitive market rents and controllingcontrol expenses;
•Achieving growth and increasing property values bythrough strategic expansion and, where appropriate, renovation of the Properties;
•Utilizing technology to evaluate potential acquisitions, identify and track competing properties, attract new customers and monitor existing and prospective customer satisfaction;
•Selectively acquiring properties that have potentialoffer opportunities for long-term cash flow growthus to add value and creatingenhance or create property concentrations in and around retirement or vacation destinations and major metropolitanurban areas to capitalize on operating synergies and incremental efficiencies;synergies;
•Selectively acquiring parcels of land adjacent to our Properties that offer opportunities for us to expand our existing communities with additional Sites;
•Selecting joint venture partners that share business objectives, growth initiatives and risk profiles similar to ours;
•Managing our debt balancescapital structure in order to maintain financial flexibility, minimize exposure to interest rate fluctuations and maintain an appropriate degree of leverage to maximize return on capital; and
•Developing and maintaining relationships with various capital providers.
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These business objectivesinitiatives and their implementation are consistent with business strategieswere determined by our management team and ratified by our Board of Directors and may be subject to change or amendment at any time.
Acquisitions and Dispositions
We invest in Propertiesproperties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on increasing operating cash flows.delivering value for residents and guests as well as stockholders. Over the last decade, we have continued to increase the number of Properties in our portfolio (including owned or partly ownedjoint venture Properties), from 311approximately 383 Properties with over 112,000142,600 Sites to 406449 Properties with over 151,300 Sites.171,200 Sites as of December 31, 2022. During the year ended December 31, 2017,2022, we acquired three Properties (twofour RV resortscommunities and one MH community) with approximately 1,900 Sitesmembership RV community and entered into twomade investments in joint ventures that ownowning one RV community and three properties withunder development. We also acquired three land parcels adjacent to certain Properties consisting of approximately 2,700 Sites.143 developable acres. We continually review the Properties in our portfolio to ensure they fitwe are delivering on our business and customer service objectives. Over the last five years, we redeployed capital to propertiesProperties in markets we believe have greater long-term potential by acquiring 22 Properties primarilyand sold five all-age MH communities located in retirementIndiana and vacation destinations and selling 11 PropertiesMichigan that were not aligned with our long-term goals.
We believe thatthere continues to be opportunities for property acquisitions are still available.acquisitions. Based on industry reports, we estimate there are approximately 50,000 manufactured homeMH properties and approximately 8,7508,700 RV resortsproperties (excluding government owned properties) in North America. MostAmerica and approximately 4,500 marinas in the U.S. Many of these properties are not operated by large owner/owners/operators and approximately 3,6003,800 of the MH properties, and 1,300 of the RV resortsproperties and 500 of the marinas contain 200 Sitessites or more. We believe that this relatively high degree of fragmentation provides us as a national organization with experienced management and substantial financial resources, the opportunity to purchase additional properties. We also believe we have a competitive advantage in the acquisition of additional properties due to our experienced management, significant presence in major real estate markets and access to capital resources. We are actively seeking to acquire and are engaged at any time in various stages of negotiations relating to the possible acquisition of additional properties, which may include outstanding contracts to acquire properties that are subject to the satisfactory completion of our due diligence review.
Acquisitions will be financed fromwith the most appropriateefficient available sources of capital, which may include undistributed fundsFunds from operations,Operations (“FFO”), issuance of additional equity securities, including under our at-the-market (“ATM”) equity offering program, sales of investments and collateralized and uncollateralized borrowings, and issuanceincluding our existing line of debt securities.credit. In addition, we have acquired and expect to acquire properties in transactions that include the issuance of limited partnership interests in our Operating Partnership ("OP Units")Units as consideration for the acquired properties. We believe that an ownershipacquisition structure that includes our Operating Partnership has permitted and will permit us to acquire additional properties in transactions that may defer all or a portion of the sellers' tax consequences.
When evaluating potential acquisitions, we consider, among others, the following factors:
•Current and projected cash flowflows of the property and the potential for increased cash flow;property;
•Geographic area and the type of property;
•Replacement cost of the property, including land values, entitlements and zoning;
•Location, construction quality, condition and design of the property;property, including vacant land and its location relative to one or more of our existing properties;
•Potential for capital appreciation of the property;
•Terms of tenant leases or usage rights, includingrights;
•Climate risk;
•REIT tax compliance;
•Sellers' reputation;
•Opportunity to enhance the potentialcustomer experience and add value through management expertise;
•Potential for rent increases;economies of scale through property concentrations;
•Potential for economic growth and the tax and regulatory environment of the community in which the property is located;
•Potential for expansion, including increasing the number of Sites;
•Occupancy and demand by customers for properties of a similar type in the vicinity and the customers' profiles;vicinity;
•Prospects for liquidity through sale, financing or refinancing of the property;
•Competition from existing properties and the potential for the construction of new properties in the area; and
•Working capital demands.
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When evaluating potential dispositions, we consider, among others, the following factors:
•Whether the Property meets our current investment criteria;
•Our desire to exit certain non-core markets and recyclereallocate the capital into core markets; and
•Our ability to sell the Property at a price that we believe will provide an appropriate return for our stockholders.
When investing capital, we consider all potential uses of the capital, including returning capital to our stockholders. Our Board of Directors continues to reviewperiodically reviews the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, other opportunities and capital requirements.
Property Expansions
Development - Current Portfolio. Integral to An integral part of our growth and investment strategy is to evaluate each Property is evaluated for expansion opportunities. Investment evaluation consists of:of reviewing the following: local market conditions, demographic trends, zoning and entitlements, infrastructure requirements, financial feasibility, and projected performance and conducting an operational review.property operations. When justified, development of land available for expansion ("(“Expansion Sites"Sites”) allows us to leverage existing facilities and amenities. OurWe believe our ability to increase density translates to greater value creation and cash flowflows through operational efficiencies. Overall, approximately 90124 of our Properties have potential Expansion Sites, offering 5,400approximately 6,600 available acres. Refer to Item 2. Properties, which includes detail regarding the developable acres available at each property.
Acquisition - Expanding Portfolio. In selecting acquisition targets, we pursuefocus on properties with existing operations in place and contiguous Expansion Sites. Underwriting a project with these features allows us to access the previously untapped potential of such properties. For example, over the past three years, we have acquired 39 Properties, six non-operating ground up development assets, including three through joint ventures, and 11 land parcels that contain approximately 1,800 acres for future expansion.
Human Capital Management
We recognize that our success is driven by our employees. We invest in 2017,our employees and are committed to developing our employees’ skills and leadership abilities. As a result, we acquired two flagship RV resorts locatedbelieve our employees are dedicated to building strong, innovative and long-term relationships with each other and with our residents and guests.
We have an annual average of approximately 4,200 full-time, part-time and seasonal employees dedicated to carrying out our operating philosophy while focusing on delivering an exceptional customer experience for our residents and guests. Our property operations are managed internally by affiliates of the Chesapeake Bay. Operating Partnership and are coordinated by an on-site team of employees that typically includes a manager, clerical staff and maintenance workers.
The properties contain 1,762 Siteson-site team at each Property is primarily responsible for providing maintenance and have between 400 and 500 Expansion Sites incare to the internal footprintproperty itself as well as 80 acrescustomer service and, at times, coordinating lifestyle-oriented activities for our residents and guests. Direct supervision of on-site management is the responsibility of our regional vice presidents and regional and district managers, who have substantial experience addressing customer needs and creating innovative approaches to provide an exceptional experience for residents and guests, which we believe also creates value for our stockholders, through focused and effective property management. Complementing the field management staff are approximately 500 full-time employees in our home and regional offices who assist in all functions related to the management of our Properties.
For more information on our human capital management, please see the section below on our Sustainability Strategy.
Sustainability Strategy
ELS’ commitment to sustainability takes a holistic approach which aims to support our business model, minimize our environmental impact, maintain a safe and healthy workplace and uphold a high standard of business ethics and conduct. We understand the value of continuing to focus on sustainable practices and the highest standard of business ethics and practices, as they are critical to our overall success and building long-term stakeholder value. With a dedicated sustainability team, we are committed to incorporating ESG principles into our business operations in collaboration with department heads.
Our Environmental, Social and Governance Taskforce (“ESG Taskforce”) supports our on-going commitment to environmental, social, governance and other public policy matters relevant to us (collectively “ESG Matters”). Led by the sustainability team and overseen by our Chief Operating Officer, the ESG Taskforce is comprised of a cross-functional team of employees from asset management, investor relations, compliance, communications, operations, marketing, risk management, financial reporting, legal and human resources.
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The ESG Taskforce reports on ESG Matters to the Compensation, Nominating and Corporate Governance Committee of the Board of Directors and senior management. The Compensation, Nominating and Corporate Governance Committee is responsible for the review of our ESG strategy, initiatives and policies. Additionally, the Audit Committee is responsible for the discussion and review of policies with respect to risk assessment and risk management, including, but not limited to, human capital, climate, cyber security and other ESG risks. The Strategic Planning Committee further assists the Board in assessing ESG strategies. Quarterly committee meetings with the Board include educational briefings from management regarding a wide variety of strategic initiatives, including ESG-related matters.
At ELS, sustainability is at the core of Our Nature through Uniting People, Places & Purpose.
Our People: Team Members. With a culture of recognition and reputation for excellence, our employees are empowered to take ownership in their jobs and make a difference. ELS is a place where talent is recognized and internal growth is promoted, making it an ideal organization in which to develop a long and successful career.
We are committed to attracting and retaining a diverse workforce and to providing a safe and inclusive environment where our team members are encouraged to demonstrate their unique skill sets and bring a personal touch to their work. We are committed to maintaining workplaces free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law. We value the many contributions of a diverse workforce and understand that diverse backgrounds bring diverse perspectives, resulting in unique insights. Our Diversity Council is a cross-functional team formed to help guide and support the Company's ongoing commitment to diversity, equity and inclusion practices for employees, candidates and customers.
We provide equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act. As of December 31, 2022, more than 50% of our workforce self-identified as female and more than 50% of our management positions are held by individuals self-identifying as female. To attract diverse applicants, we partner with third parties and post openings to a wide variety of job boards. We also have an annual internship program designed to, among other things, create a pipeline of qualified candidates for positions within the Company and to attract diverse candidates. We recognize the importance of experienced leadership and as of December 31, 2022, the average tenure for the executive team was 16 years. The average age of our employees is 51, with ages spanning multiple generations, similar to our residents and guests.
Our employees are fairly compensated, without regard to gender, race and ethnicity and routinely recognized for outstanding performance. Our compensation program is designed to attract and retain talent. All employees are supported with a strong training and development program and a well-rounded benefits plan to help them maintain their health and financial well-being. Employees are offered flexibility to meet personal and family needs. We encourage our employees to take time away from work to focus on their physical and mental well-being and offer a comprehensive benefit package that includes five mental health and well-being days, paid parental and paid family leave programs that exceed minimum regulatory requirements back up child care services, pet insurance and paid volunteer time off. In addition, we offer a competitive 401(k) plan that provides for an employer match of up to 4% with 100% vesting of all contributions immediately upon eligibility and an Employee Stock Purchase Plan providing a 15% discount for all eligible employees.
Providing a safe and healthy work environment for our team members is a top priority and we empower them to take ownership in this effort. Each employee is assigned a safety-related training curriculum tailored to their job responsibilities. All employees are encouraged to report any conditions in their workplace that raise health or safety concerns without fear of retaliation.
ELS is a place where talent is recognized and internal growth is promoted. In addition to foundational safety and compliance training, team members participate in virtual and in-person learning experiences including formal new employee and manager development programs, a formal mentorship program, a “Knowledge Power Day” program providing office-based employees an opportunity to be fully immersed in the day-to-day operations at our communities, customer experience training focused on varying elements that support our values for property team members and diversity, equity and inclusion programs to support the sense of belonging, awareness and connection at ELS. We conduct annual performance, career development and compensation reviews for all employees to reward our employees based on merit and their contributions.
We continually assess and strive to enhance employee satisfaction and engagement. We solicit employee feedback and measure engagement through a variety of employee surveys. We look forward to inviting employees to participate in additional pulse surveys annually with focus on engagement and the overall employee experience.
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Our People: Residents & Guests: ELS works to create a comfortable and welcoming environment for everyone – residents, guests and employees. With a culture of recognition and reputation for excellence, ELS teammates are empowered to take ownership in their jobs and help our customers create lasting memories. Our dedicated on-site management teams are encouraged to be ambassadors of their communities and are committed to consistently delivering an exceptional experience for our residents and guests. Hearing directly from our customers is critical, and the number of platforms through which our customers can contact us continues to grow. This customer feedback helps us to make informed business decisions focusing on the safety and health of our residents, guests and employees, while ensuring a positive experience for all.
Our People: Giving Back: ELS believes in supporting the communities we operate as well as the greater communities in which we live, work and play. In order to maximize our efforts at giving back, we leverage a multi-pronged approach to delivering on this commitment, which includes a focus on employee engagement, community giving, strategic sponsorship and nonprofit impact.
All benefits eligible employees can take paid time off annually to volunteer with a charitable organization of their choice. Team members are encouraged to use this time to make a difference in their communities and utilized over 5,500 Community Impact hours during the year ended December 31, 2022. Making a positive impact in the greater communities in which we operate not only helps us make a difference in the lives of others, but also enhances our knowledge of and connection to the people and places we serve. Throughout our Properties across North America, we work to create a comfortable and welcoming environment for everyone – residents, guests and employees. People helping people is the norm, and our Making a Difference in Our Communities program is designed to foster and support these acts of goodwill, generosity and neighborly care. Our strategic sponsorships leverage our communities to give back. Funded through the generosity of our employees and friends of ELS, ConsiderOthers is a 501(c)(3) non-profit charity that provides financial and other assistance to our residents and employees. These acts of kindness enhance the bonds our customers have with each other and to our communities. We are proud to help foster these efforts in our communities.
Our Places. Our Properties are located where our customers aspire to be – where they want to live, work and grow, where they want to retire or raise their family and where they want to vacation and spend their valued leisure time. We consider it a great responsibility to own and operate lifestyle-oriented properties among diverse landscapes and natural habitats and to ensure our properties remain desirable destinations for future generations. We are committed to maintaining biodiversity across our portfolio and operating assets that are connected to their local and natural environments. As a result, the consideration of environmental factors has always been part of our culture in the daily operation of our business.
Our Journey at ELS encompasses a three-part strategy to manage our impact, while also focusing on how we can provide environmental benefit beyond our own operations. Our focus is on reducing operational impact, enabling customer impact and enhancing positive impact. Underpinning Our Journey is a practice of continual innovation. We aim to reduce emissions from our operations through our investments in resource conservation, efficiency and renewable energy programs. We enable customer conservation and efficiency by providing recycling and composting offerings, promoting water reduction through education and technology and pursuing community-level certifications and procuring ENERGY STAR® certified homes to save our residents money and energy. We are committed to preserving biodiversity within our portfolio and providing outdoor access to our guests and residents. Our natural capital both within our properties and beyond through our collaboration with American Forests has positive climate benefits.
At ELS, we are taking steps to reduce our carbon footprint and our impact on the environment, including energy management, water management and waste management. Our environmental metrics consist primarily of the impact of our customers on our properties as well as ELS operational impacts. We have designed our strategy to reduce ELS’ impact and promote the benefits of our properties, while enabling our customers to share in this journey with us. Lloyd's Register Quality Assurance ("LRQA") was retained to provide independent assurance of our 2021 environmental metrics to a limited level of assurance and materiality in the professional judgment of LRQA. LRQA’s verification procedure is based on current best practice and is in accordance with ISAE 3000 and ISAE 3410.
At ELS, we focus on operating sustainable communities for our guests and residents to enjoy and believe community-level certifications provide the best representation of our sustainable business practices on our properties. Our focus extends beyond efficient buildings to sustainable communities through the National Association of RV Parks & Campgrounds (ARVC)’s Plan-It Green Friendly Park Program for our RV communities and state-level Clean Marina designations. Both programs provide external validation and recognition of our communities’ implementation of best practices to promote a more sustainable operation.
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We are committed to maintaining biodiversity across our portfolio and creating assets that are connected to their natural and local environments. ELS, in coordination with many local organizations, planted more than 4,000 trees on a 1.5-acre peninsula located within Colony Cove, a manufactured home community in Ellenton, FL, creating an environmentally beneficial microforest. Microforests are very dense plantings of native species and are a powerful way to help improve the quality of the urban environment and combat against climate change.
Our Purpose. It is of the utmost importance to us that we maintain the highest level of ethical standards in our processes, customs and policies. Whether we are working with customers or vendors, our actions are guided by a clear set of established principles. We hold ourselves accountable for ethical business practices. All facets of ELS, employees, management and our Board of Directors, are expected to act with honesty, integrity, fairness and respect.
Whether we are working with customers or vendors, our actions are guided by a clear set of established principles. We hold ourselves accountable for ethical business practices. All employees, management and our Board of Directors are expected to act with honesty, integrity, fairness and respect. To support this culture, all team members receive annual compliance training focused on compliant and ethical interactions with peers, residents, guests, vendors and others in our communities and offices.
Our Board of Directors recognizes that corporate governance is a developing and dynamic area warranting periodic review. Policies are in place and reviewed on an annual basis to support this purpose. All publicly available policies are reviewed and approved by senior management. To help employees report potential misconduct, we have a confidential multi-lingual Alertline for external expansion.reporting Ethics and Compliance concerns and a confidential hotline for all employees to report workplace health and safety concerns.
We have a stakeholder engagement approach that enables us to understand our stakeholders’ perceptions and concerns, encourages regular dialogue and leverages industry frameworks to communicate our ESG impacts. Further information on our sustainability strategy, which incorporates recommendations from the Task Force on Climate-related Financial Disclosures in our 2021 Sustainability Report and ESG efforts can be found on our website at https://www.equitylifestyleproperties.com/sustainability. The information on our internet site is not part of, nor incorporated into, this Annual Report on Form 10-K/A.
Leases or Usage Rights
At our Properties, a typical lease for the rental of a Site between us and the owner or renter of a home is month-to-month or for a one-year term, renewable upon the consent of both parties or, in some instances, as provided by statute. These leases are cancelable,cancellable, depending on applicable law, for non-payment of rent, violation of Property rules and regulations or other specified defaults. Long-term leases that are non-cancelable by the tenant are in effect at approximately 13,90010,228 Sites in 2425 of our MH Properties. Some of these leases are subject to rental rate increases based on the Consumer Price Index ("CPI"(“CPI”), in some instances allowing for pass-throughs of certain items such as real estate taxes, utility expenses and capital expenditures. Generally, adjustments to our marketrental rates, if appropriate, are made on an annual basis.
In Florida, which represents 38.2% of total sites and 44.3% of total property operating revenues, in connection with offering a Site in a MH community for rent, the MH community owner must deliver to the prospective resident a Prospectusprospectus required by Florida Statutes Chapter 723.001, et. seq.,723.011, which must first be approved by the applicablestate's regulatory agency. The Prospectusprospectus contains certain required disclosures regarding the community, the rights and obligations of the MH community owner and residents and a copy of the lease agreement. A Prospectusprospectus may describe what factors the MH community owner can use to justify a rental rate increase and may contain limitations on the rights of the MH community owner to increase rental rates. However, in the absence of such limitations, the MH community owner may increase rental rates to market, subject to certain advance notice requirements and a statutory requirement that the rental increase and rental rates be reasonable. See further discussion below related to rent control legislation.
At Properties zoned for RV use, we have entered into agreements with residents who have usage rights on an annual basis and we have long-term relationships with many of our customersseasonal and transient residents and guests, who typically enter into short-term rental agreements. Generally, these residents and guests cannot live full time on these Properties for reasons including their seasonal nature. Many resort customersof them also leave deposits to reserve a Site for the following year. Generally, these customers cannot live full time on the Property.
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Regulations and Insurance
General. Our Properties are subject to a variety of laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, clubhouses and other common areas, regulations relating to providing utility services, such as electricity, and regulations relating to operating water and wastewater treatment facilities at certain of our Properties. We believe that each Property has all material permits and approvals necessary to operate. We renew these permits and approvals in the ordinary course of business.
Insurance. The OurProperties are insured against risks that may cause property damage and business interruption, including events such as fire, flood, earthquake, or windstorm. The relevant insurance policies contain deductible requirements, coverage limits and particular exclusions. Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expire on April 1, 2018.2023. We have a $100.0$125.0 million loss limit per occurrence with respect to our MH and RV all-risk property insurance program including named windstorms. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25.0$30.0 million aggregate loss limit for earthquakes in California. PolicyThe deductibles for this policy primarily range from a $125,000$500,000 minimum to 5.0% per unit of insurance for most catastrophic events. For most catastrophic events, there is an additional one-time aggregate deductible of $2.0 million, which is capped at $1 million per occurrence. We have separate insurance policies with respect to our marina Properties. Those casualty policies, which we recently renewed, expire on November 1, 2023 and the property insurance program, which we plan to renew, expires on April 1, 2023 and has a $25.0 million per occurrence limit with a minimum deductible of $100,000 plus, for named windstorms, 5.0% per unit of insurance subject to a $500,000 minimum. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
Rent Control Legislation. At certain of our Properties, state and local rent control laws limit ourdictate the structure of rent increases and in some cases, outline the ability to increase rents and to recover increases in operating expenses and the costs of capital improvements. Enactment of such laws has been considered at various times in other jurisdictions. We presently expect to continue to maintain Properties and may purchase additional properties in markets that are either subject to rent control or in which rent-limitingrent related legislation exists or may be enacted. For example, Florida law requires that rental increases be reasonable and Delaware law requires rental increases greater than the changechanges in the CPI to be justified. Also, certain jurisdictions in California in which we own Properties limit rent increases to changes in the CPI or some percentage of the CPI. As part of our effort to realize the value of Properties subject to restrictive regulation,regulations, we have initiated lawsuits at various times against various municipalities imposing such regulations in an attempt to balance the interests of our stockholders with the interests of our customers.residents and guests.
Membership Properties. Many states also have consumer protection laws regulating right-to-use or campground membership sales and the financing of such sales. Some states have laws requiring us to register with a state agency and obtain a permit to market (see Item 1A. Risk Factors). At certain of our Properties primarily used as membership campgrounds, state statutes limit our ability to close a Property unless a reasonable substitute Property is made available for members'members to use.
Industry
We believe that demand from baby boomers for manufactured housing, RV communities and RV resortsmarinas will continue to outpace supply for several years.in the near future. We alsoexpect much of this demand will continue to come from baby boomers, who may seek an active RV lifestyle or a permanent retirement or vacation establishment. In addition, we expect the exposure to Generation X, Millennials and Gen Z will contribute to the demand, as these groups focus on affordability, prefer housing quality over size and pursue unique experiences. We believe that our Properties and our business model provide an opportunityattractive destination for increased cash flowscustomers as they seek value in their housing and appreciationrecreational options. Positive trends in value. These may be achieved through increases in rentalcategories such as customer demographics, the quality of manufactured housing construction and occupancy rates, aslimited property supply, among others, fuel our belief that our Properties are well as expense controls, expansion of existing Properties and opportunistic acquisitions,positioned for the following reasons:future:
•Barriers to Entry: We believe that the supply of new properties in locations we target will be constrained by barriers to entry. TheWhile we have seen a modest increase in ground-up development, primarily of RV properties, the most significant barrier has beencontinues to be the difficulty of securing zoning permits from local authorities.authorities, particularly in geographic areas we target for investment. This has been the result of (i) the public'spublic perception of manufactured housing and (ii) the fact that MH communities and RV resortscommunities generate less tax revenue than conventional housing properties because the homes are treated as personal property (a benefit to the homeowner) rather than real property. Further, the length of time between investment in a property's development and the attainment of stabilized occupancy and the generation of revenuesprofit is significant. The initial development of the infrastructure may take up to two or three years and once a property is ready for occupancy, it may be difficult to attract customers to an empty property.
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•Customer Base: We believe that properties tend to achieve and maintain a stable rate of occupancy due to the following factors: (i) customers typically own their own homes, (ii) properties tend to foster a sense of community as a result of amenities, such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing) with, resulting in no interruption of rental payments to us and (iv) moving a Site Setfactory-built home from one property to another involves substantial cost and effort.
•Lifestyle Choice: There are currently over 1 million RV camp sites in privately owned RV parks and campgrounds in the United States per the National Association of RV Parks and Campgrounds (“ARVC”). According to the Recreational Vehicle Industry Association ("RVIA"(the “RVIA”), in 2021, RV ownership has reached record levels. More than 11.2 million households now own an RV, a survey conducted by26% increase since 2011 and a 62% increase since 2001. RV ownership is split almost equally between those over and under the Universityage of Michigan in 2011, approximately 8.9 million or 8.5%55, with significant growth among 18 to 34 year-olds, who now make up 22% of U.S. vehicle-owning households owned an RV.the market. The 7773 million people born in the United States from 1946 to 1964, or "baby boomers",“baby boomers,” make up one of the largest and fastest growing segment ofsegments in this market. According to Pew Research Center,the RVIA, data suggested that RV sales are expected to benefit from an increase in demand from those born in the United States from 1980 to 2003, or millennials and Gen Z, over the coming years. The study showed that both age groups are becoming RVers for life with 84% of 18-to-34-year-olds planning to buy another RV in the next 5 years. The consumers most likely to purchase RVs, according to a study conducted with Nielsen in 2016 by Go RVing, a coalition of RV industry trade groups, are families searching for adventures, individuals looking for locations with natural beauty and opportunities for outdoor sports and recreation and kid-free adult adventurers enjoying the freedom, convenience and low-cost options of RVs. Ownership is spread widely not only across age levels but also across genders, as well as household income and education. According to “The 2021 North American Camping Report”, the use of RVs as a primary camping accommodation by campers increased 14.7% from 2019 to 2020.
According to the U.S. Census Bureau in 2019, every day 10,000 Americans turn 65 years old.old and all baby boomers will be at least age 65 by 2030. We believe that this population segment, seeking an active lifestyle, will provide opportunities for our future cash flow growth. As RV owners age and move beyond the more active RV lifestyle, they will often seek more permanent retirement or vacation establishments. Site Set housing hasManufactured homes and cottages have become an increasingly popular housing alternative for retirement, second-home, and "empty-nest" living.alternative. According to 20142018 U.S. Census Bureau National Population Projections figures, the population of people ages 55 and older is expected to grow 22%17% within the next 15 years.
We believe that the housing choices in our Properties are especially attractive to such individuals throughout this lifestyle cycle. Our Properties offer an appealing amenity package, close proximity to local services, social activities, low maintenance and a secure environment. In fact, many of our Properties allow for this cycle to occur within a single Property.
The National Marine Manufacturers Association (“NMMA”) released its 2021 U.S. Recreational Boating Statistical Abstract in January 2023. In a record year for the boating industry, 2021’s total recreational marine expenditures reached a high of $56.7 billion, a 12.7% and 31.1% increase over 2020 and 2019, respectively. NMMA’s data show 415,000 first-time boat buyers entered the market in 2020.
The U.S. Bureau of Economic Analysis (“BEA”) published figures confirming that the level of demand for recreational marine purchases has continued in 2021, with boat spending almost 50% higher than before the pandemic. According to the BEA, boating and fishing represent the largest outdoor recreation activities in the U.S., with $27.3 billion in current-dollar value added to the economy.
•Construction Quality: The Department of Housing and Urban Development's ("HUD"(“HUD”) standards for Site Setmanufactured housing construction quality are the only federal standards governing housing quality of any type in the United States. Site SetManufactured homes produced since 1976 have received a "red“red and silver"silver” government seal certifying that they were built in compliance with the federal code. The code regulates Site Setmanufactured home design and construction, strength and durability, fire resistance and energy efficiency and the installation and performance of heating, plumbing, air conditioning, thermal and electrical systems. In newer homes, top grade lumber and dry wall materials are common. Also, manufacturers are required to follow the same fire codes as builders of site-built structures. In 1994, following the devastation left by Hurricane Andrew, HUD introduced regulations that established different wind zones across the country. As a result, any homes set in place since 1994 must be able to withstand wind speeds of 70 miles per hour in Zone 1, 100 miles per hour in Zone 2 and 110 miles per hour in Zone 3. While most of the United States is designated wind Zone 1, areas most likely to be impacted by hurricanes are either Zone 2 or Zone 3.
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Although resortconstruction of cottages, which are generally smaller homes, do not come under the same HUD regulations, the resort cottagesthey are built and certified in accordance with NFPANational Fire Protection Association (“NFPA”) 1192-15 and ANSI A119.5-09American National Standards Institute (“ANSI”) A119.5 consensus standards for park model recreational vehicles and have many of the same quality features.
The RVIA operates a safety standards and inspection program that requires member manufacturers of all recreation vehicles, including park model RVs, to certify that each unit built complies with the requirements of the applicable standards.•Comparability to Site-Built Homes: Since inception, the Site Setmanufactured housing industry has experienced a trend toward multi-section homes. The average current Site Setmanufactured homes are approximately 1,4461,471 square feet. Many such homes have nine-foot ceilings or vaulted ceilings, fireplaces and as many as four bedrooms and closely resemble single-family ranch-style site-built homes.homes at a fraction of the price. At our Properties, there is an active resale or rental market for these larger homes. According to the 20162020 U.S. Census American Community Survey, manufactured homes represent 9.2%7.5% of single-family housing units.
•Second Home and Vacation Home Demographics: According to 2017The National Association of Realtors ("NAR"(“NAR”) reports,recently released their 2021 Vacation Home Counties Report, which indicated that vacation home sales have been surging throughout the pandemic. In 2020, vacation home sales rose by 16.4%, outpacing the 5.6% growth in total existing-home sales. Vacation home sales have continued to pick up during January-April 2021, rising by 57.2% year-over-year, more than twice the 20% growth in total existing-home sales during the same period. The median existing home sales price on average rose by 14.2% in vacation home counties, compared to 10.1% in non-vacation home counties. The share of second homesvacation home sales to total existing-home sales increased to 6.7% in 2016 accounted for 31.0%the first four months of residential transactions, or 1.9 million second-home sales2021, up from a 5% share in 2016 and a typical vacation-home buyer earned $89,900 in 2016. According to 2014 NAR reports, there were approximately 8.0 million vacation homes in 2013 and a typical vacation-home buyer was 43 years old.2019. According to the 2017NAR, the surge in the demand for vacation homes has occurred during the pandemic when people have been able to work from home, students are schooled virtually, people are taking safety precautions and staying away from crowded areas and with urban-based recreation limited by social distancing regulations.
In 2020, the number of recent home buyers who own more than one home was 17%, up from 16% in 2019, according to NAR. NAR reports approximately 43.0%that owning more than one property was most common for buyers aged 65 years and older at 22%. Additionally, NAR reports that of vacation homes weresecond homebuyers from October 2015 through September 2020, 39% purchased in the south; 24.0% wereresort areas, 16% purchased in the west; 17.0% weresmall towns and 15% purchased in the midwest; and 16.0% were purchased in the northeast.rural areas. Looking ahead, we expect continued strong demand from baby boomers. It is currently estimated that approximately 10,000 baby boomers will turn 65 daily through 2030. Additionally the population of people age 55 and older is expected to grow 22% from 2018 to 2032.Generation X. We believe these individuals will continue to drive the market for second homesecond-home sales as vacation properties, investment opportunities, or retirement retreats. We believe it is likely that over the next decade we will continue to see high levels of second homesecond-home sales and that resortmanufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.
Notwithstanding our belief that the industry information highlighted above provides us with significant long-term growth opportunities, our short-term growth opportunities could be disrupted by the following:
•Shipments: According to statistics compiled by the U.S. Census Bureau, 2022 shipments of manufactured home shipments have increased each year since 2010 and are on pace for a ninth straight year of growth. Although new manufactured home shipments continuehomes to dealers appeared to be below historical levels,the highest in over a decade, marking the first time that shipments in 2017 increased about 14.5% to 92,900 units as compared to shipments in 2016 of 81,100 units.exceeded over 100,000 for two consecutive years. According to the RVIA, wholesale shipments of RVs increased 16.6%for 2022 ended with 493,268 shipments, providing the third highest annual shipment total on record. The 2021 shipment total surpassed the previous record set in 2017 to approximately 502,300 units as compared to 2016, which continued a positive trend in RVof 504,600 shipments that started in late 2009. Certain industry experts have predicted that 2018 RV shipments will increase by about 3.7% as compared to 2017.19%.
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1.Source: RVIA
2.U.S. Census: Manufactured Homes Survey
•Sales: RetailWe believe consumers view RVs as a safe way to enjoy an active outdoor lifestyle, travel and see the country. While 2022 retail sales of RVs totaledwere 402,325, down approximately 412,200 in 2017, a 11.4% increase22% from 2016 RV sales of 369,900 and a 27.1% increase from 2015 RV sales of 324,400. We believe that consumers remain concerned about the current economy, and the potential for stagnant economic conditions in the future. However,2021, the enduring appeal of the RV lifestyle has
translated into continued strength in RV sales.sales, as 2021 and 2020 marked the highest sales years for the industry at 516,565 and 476,401, respectively. RV sales could continue to benefit as aging baby-boomers continue to enterfrom the age range in which RV ownership is highest.increased demand from the baby boomers and Millennials. Financing options are also available as RV dealers typically have relationships with third partythird-party lenders, who provide financing for the purchase of ana RV.
•Availability of financing:Since 2008 only a few sources of financing have been available for manufactured home and RV manufacturers. Although RV financing is more readily available, the economic and legislative environment has generally made it difficult for purchasersbuyers of both manufactured homes and RVs to obtain financing. Legislation enacted in 2008 and effective in 2010, known as the SAFE Act (Safe(Secure and Fair Enforcement for Mortgage Licensing Act) requires community owners interested in providing financing for customer purchasesto buyers of manufactured homes to register as a mortgage loan originatororiginators in states where they engage in such financing. In comparison to financing available to purchasersbuyers of site-built homes, the few third partythird-party financing sources available to purchasersbuyers of manufactured homes offer financing with higher down payments, higher rates and shorter maturities and loan approval is subject to more stringent underwriting criteria. In 2013, we entered into a joint venture, ECHO Financing, LLC, to buy and sell homes and purchase loans made by an unaffiliated lender to residents at our Properties. Please see our risk factors inSee Item 1A -1A. Risk Factors and our consolidated financial statements and related notes beginning on page F-1 of this Form 10-K10-K/A for more detailed information.
Under the existing administration, the Federal Housing Finance Agency ("FHFA"(the “FHFA”), overseer of Fannie Mae, Freddie Mac (the “GSEs”) and the Federal Home Loan Banks, has focused on equitable access to affordable and sustainable housing. In 2017, the FHFA published Fannie Mae's and Freddie Mac'sthe Underserved Markets Plans for 2018-2020 (the "Plans"“GSE Plans”) under the Duty to ServeDuty-To-Serve (“DTS”) provisions mandated by the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended by the Housing and Economic Recovery Act of 2008. The GSEs subsequently added a 2021 Plan as a one-year extension and have since published their current 2022-2024 Plans.
The FHFA mandate requires Fannie Maethe GSE Plans to address leadership in developing loan products and Freddie Mac to serve three specificflexible underwriting guidelines in underserved markets oneto facilitate a secondary market for mortgages on manufactured homes titled as real property or personal property, blanket loans for certain categories of which is the manufactured housing sector. Thecommunities, preserving the affordability of housing for renters and homebuyers, and housing in rural markets.
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While the FHFA and the current GSE 2022-24 DTS Plans outline four duty to serve focus areas related to manufactured housing, including home purchase financing for customers placing manufactured homes in land lease communities. The timeline included in the Plans indicates pilot programs will be submitted for approval in late 2018. Upon approval, implementation may begin in early 2019. While this may have a positive impact on the ability of our customers' abilitycustomers to obtain chattel financing, specific details necessary to evaluate possiblethe actual impact on us, as well as the industry, are not yet available. cannot be determined at this time.
Available Information
We file reports electronically with the Securities and Exchange Commission ("SEC"(“SEC”). The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet sitea website that contains reports, proxy information and statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.www.sec.gov. We also maintain an Internet sitea website with information about us as well as our press releases, investor presentations and hyperlinks to our filings with the SEC at http://www.equitylifestyleproperties.com,, which can be accessed free of charge. We intend to post material on our website from time to time that contains material non-public information. The posting of such information is intended to comply with our disclosure requirements under Regulation Fair Disclosure. Accordingly, in addition to following our SEC filings and public conference calls, we encourage investors, the media and others interested in us to review the business and financial information we post on our website. The information contained on our website, or available by hyperlink from our website, is not incorporated into this Form 10-K/A or other documents we file with, or furnish to, the SEC. Requests for copies of our filings with the SEC and other investor inquiries should be directed to:
Investor Relations Department
Equity LifeStyle Properties, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Phone: 1-800-247-5279
e-mail: investor_relations@equitylifestyle.com
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Item 1A. Risk Factors
Risks Relating to Our Operations and Real Estate Investments
•changes in the national, regional and/or local economic climate;economies;
•the attractiveness of our Properties to customers, competition from manufactured homeother MH and RV communities and other lifestyle-oriented properties and marinas and alternative forms of housing (such as apartment buildings and site-built single familysingle-family homes);
•the ability of manufactured homeMH, RV and RVboat manufacturers to adapt to changes in the economic climateeconomy and the availability of units from these manufacturers;
•the ability of our potential customers to sell or lease their existing site-built residences in order to purchase resort homes or cottages at our Properties and heightened price sensitivity for seasonal and second homebuyers;
•the possible reduced ability of our potential customers to obtain financing on the purchase of resortmanufactured homes resortand cottages, RVs and/or RVs;boats;
•our ability to collect rent, annual payments and principal and interest from customers and pay or control maintenance, insurance and other operating costs, (includingincluding real estate taxes), which could increase over time;taxes and insurance;
•our ability to diversify, reconfigure our portfolio promptly in response to changing economic or other conditions and sell our Properties timely due to the illiquid nature of real estate investments;
•unfavorable weather conditions, especially on holiday weekends in the spring and summer months, which are peak business periods for our transient customers;
•changes in climate and the occurrence of natural disasters or catastrophic events, including acts of war and terrorist attacks;
•fluctuations in the exchange rate of the U.S. dollar to other currencies, primarily the Canadian dollar due to Canadian customers, who frequently visit our southern Properties;
•changes in U.S. social, economic and political conditions, laws and governmental regulations, including policies governing rent control, fair and equitable access to housing, property zoning, taxation, minimum wages, chattel financing, health care, foreign trade, regulatory compliance, manufacturing, development and investment;
•an inflationary environment in which the costs to operate and maintain our communities increase at a rate greater than our ability to increase rents;
•supply chain disruptions and tightening labor markets, which have affected and could affect our ability to obtain materials and skilled labor timely without incurring significant costs or delays for any development and expansion activities;
•fiscal policies, instability or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S. economy; and
•COVID-19, or other highly infectious or contagious diseases, which has had and could continue to have an adverse effect on our business.
Changes in or the occurrence of any of these factors could adversely affect our financial condition, results of operations, market price of our common stock and our ability to make expected distributions to our stockholders or may result in claims, including, but not limited to, foreclosure by a lender in the event of our inability to service our debt;debt.
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Significant Inflation Could Negatively Impact Our Business.
Substantial inflationary pressures can adversely affect us by increasing the costs of materials, labor and other costs needed to operate our business. Higher construction costs could adversely impact our investments in real estate assets and our expected yields on development and value-add projects. In a highly inflationary environment, we may not be able to raise rental rates at or above the exchange rate of inflation, which could reduce our profit margins. If we are unable to increase our rental prices to offset the U.S. dollareffects of inflation, our business, results of operations, cash flows and financial condition could be adversely affected. In addition, interest rate increases enacted to other currenciescombat inflation have caused market disruption and its impactcould continue to prevent us from acquiring or disposing of assets on foreign customers of our northern and southern Properties;favorable terms.
Inflation may also cause increased volatility in U.S. social, political, economic conditions, laws, governmental regulations (including rent control laws and regulations governing usage, zoning and taxes and chattel financing), and policies governing health care systems and drug prices, U.S. tax laws, foreign trade, manufacturing, and development and investment;
financial markets, which could affect our ability to attract customersaccess the capital markets or impact the cost or timing at which we are able to enter new or upgraded right-to-use contractsdo so. To the extent our exposure to increases in interest rates on any of our debt is not eliminated through interest rate swaps and interest rate protection agreements, such increases will result in higher debt service costs, which will adversely affect our cash flows.
There is no guarantee that we will be able to retain customers who have previously entered right-to-use contracts.mitigate the effects of inflation and related impacts, and the duration and extent of any prolonged periods of inflation, and any related adverse effects on our results of operations and financial condition, remain unknown at this time.
Economic Downturn in the States or Markets with a Large Concentration of Our Properties May Adversely Affect Our Financial Condition, Results of Operations, Cash Flows Financial Condition and Ability to Make Distributions.
Our success is dependent upon economic conditions in the U.S. generally and in the geographic areas in whichwhere a substantial number of our Properties are located. Adverse changes in national economic conditions and in the economic conditions of the regions in which we conduct substantial business may have an adverse effect on the real estate values of our Properties, our financial performance and the market price of our common stock. As we have a large concentration of properties in certain markets, most notably Florida, California and Arizona,Northeast, which comprise 44.3%, 11.7% and 11.1%, respectively, of our total property operating revenue for the year ended December 31, 2022, adverse market and economic conditions in these areas of high concentration, whichcould significantly affect factors, such factors as occupancy and rental rates and could have a significant impact on our revenues,financial condition, results of operations, cash flows financial condition and ability to make distributions. Furthermore, stay-at-home orders and travel restrictions could adversely impact the ability of our customers to visit our Properties. In a recession or under other adverse economic conditions, non-earning assets and write-downs are likely to increase as debtors fail to meet their payment obligations. Although we maintain reserves for credit losses and an allowance for doubtful accounts in amounts that we believe should beare sufficient to provide adequate protection against potential write-downs in our portfolio, these amounts could prove to be insufficient.
Certain of Our Properties, Primarily ourOur RV Resorts,Communities and Marinas, are Subject to Seasonality and Cyclicality.
Some of our RV Resortscommunities and marinas are used primarily by vacationers and campers. These Properties experience seasonal demand, which generally increases in the spring and summer months and decreases in the fall and winter months. As such, results for a certain quarter may not be indicative of the results of future quarters. In addition, assince our RV Resortscommunities and marinas are primarily used by campersvacationers and vacationers,campers, economic cyclicality resulting in a downturn that affects discretionary spending and disposable income for leisure-time activities as well as unfavorable weather conditions during the spring and summer months, could adversely affect our cash flows.
Our Properties May Not Be Readily Adaptable to Other Uses.
Properties in our portfolio, including marinas and certain RV communities, are specific-use properties and may contain features or assets that have limited alternative uses. These Properties may also have distinct operational functions that involve specific procedures and training. If the operations of any of those Properties becomes unprofitable due to industry competition, operational execution or otherwise, then it may not be feasible to operate that Property for another use and the value of certain features or assets used at that Property, or the Property itself, may be impaired. Should any of these events occur, our financial condition, results of operations and cash flows could be adversely impacted.
Competition for Acquisitions May Result in Increased Prices for Properties and Associated Costs and Increased Costs of Financing.
our ability to expand our business could be adversely affected.
New Acquisitions and Development Properties May Fail to Perform as Expected and the Intended Benefits of Our Acquisitions May Not Be Realized, Which Could Have a Negative Impact on Our Operations and the Market Price of Our Common Stock.
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We intend tomay continue to acquire Properties. However, newly acquired Properties may fail to perform as expected and could pose risks for our ongoing operations including the following:
•integration may prove costly or time-consuming and may divert senior management'sour attention from the management of daily operations;
•we may incur costs and expenses associated with any undisclosed or potential liabilities;
•unforeseen difficulties may arise in integrating an acquisition into our portfolio;
•expected synergies may not materialize; and
•we may acquire properties in new markets where we face risks associated with lack of market knowledge such as:as understanding of the local economy, the local governmentalgovernment and/or local permit procedures.
As a result of the foregoing, we may underestimate thenot accurately estimate or identify all costs necessary to bring an acquired Property up to standards established for our intended market position. As such, we cannot assure youprovide assurance that any acquisitions thatacquisition we make will be accretive to us in the near term or at all. Furthermore, if we fail to realize the intended benefits of an acquisition, the market price of our common stock could decline to the extent that the market price reflects those anticipated benefits.
Development and Expansion Properties May Fail to Perform as Expected and the Intended Benefits May Not Be Realized, Which Could Have a Negative Impact on Our Operations and the Market Price of Our Common Stock.
We may, or we may be Ablerequired to, Sellfrom time to time, make significant capital expenditures to maintain or enhance the competitiveness of our Properties,.
Our Ability to Renew Ground Leases Could Adversely Affect Our Financial Condition and Results of Operations.
We own the buildings and leasehold improvements at certain Properties that are subject to long-term ground leases. For various reasons, landowners may not want to renew the ground lease agreements with similar terms and conditions, if at all, which could adversely impact our ability to operate these Properties and generate revenues. We have 10 Properties in our portfolio promptly in responsesubject to economic or other conditions, forcing us to accept lower than market value. This inability to respond promptly to changes in the performance of our investments could adversely affect our financial condition and ability to service debt and make distributions to our stockholders.ground lease agreements for land.
Our InabilityAbility to Sell or Rent Manufactured Homes Could Adversely Affect OurBe Impaired, Resulting in Reduced Cash Flows.
Selling and renting homes is a primary part of our business.Our ability to sell or rent manufactured homes could be adversely affected by any of the following factors:
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•disruptions in economic conditions disrupting the single familysingle-family housing market;
•local conditions, such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented properties;
•increased costs to acquire homes;
•our ability to obtain an adequate supply of homes at reasonable costs from MH suppliers;
•our ability to acquire or develop existing land suitable for home building;
•the ability of customers to obtain affordable financing; and
•demographics, such as the retirement of the "baby boomers",“baby boomers” and their demand for access to our lifestyle-oriented Properties.
Regulation of Chattel Financing May Affect Our Ability to Sell Homes.
Since 2010, the regulatory environment has made it difficult for purchasers of manufactured homes and RVs to obtain financing. The Secure and Fair Enforcement for Mortgage Licensing Act requires community owners interested in providing financing for customer purchases of manufactured homes to register as mortgage loan originators in states where they engage in such financing. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act amended the Truth in Lending Act and other consumer protection laws by adding requirements for residential mortgage loans, including limitations on mortgage origination activities, restrictions on high-cost mortgages and new standards for appraisals. The law also requires lenders to make a reasonable investigation into a borrower's ability to repay a loan. These requirements make it more difficult for homeowners to obtain affordable financing to obtain loans to purchase manufactured housing or RVs. Homeowners' ability to obtain affordable financing could affect our ability to sell homes.
Our Investments in Joint Ventures Could beBe Adversely Affected by Our Lack of Sole Decision-Making Authority Regarding Major Decisions, Our Reliance on Our Joint Venture Partners' Financial Condition, Any Disputes that mayThat May Arise Between Us and Our Joint Venture Partners and Our Exposure to Potential Losses fromFrom the Actions of Our Joint Venture Partners.
We have joint ventures with other investors. We currently and may continue in the future to acquire properties or make investments in joint ventures with other persons or entities when we believe circumstances warrant the use of such structures. Joint venture investments involve risks not present with respect to our wholly owned Properties, including the following:
At times we have entered into agreements providing for joint and several liability with our partners. Frequently, we and our partners may each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners' interest, at a time when we otherwise would not have initiated such a transaction. Any of these risks could materially and adversely affect our ability to generate and recognize attractive returns on our joint venture investments, which could have a material adverse effect on our results of operations, financial condition and distributions to our stockholders.
There is a Risk of Accidents, Injuries or Outbreaks Occurring at Our Properties Which May Negatively Impact Our Operations.
While we maintain and promote safety at our Properties, there are inherent risks associated with certain features, assets and activities at our communities. An accident, injury or outbreak at any of our communities, particularly an accident, injury or outbreak involving the safety of residents, guests and employees, may be associated with claims against us involving higher assertions of damages and/or higher public visibility. The occurrence of an accident, injury or outbreak at any of our communities could also cause damage to our brand or reputation, lead to loss of consumer confidence in us, reduce occupancy at our communities and negatively impact our results of operations.
Our Success Depends, in part,Part, on Our Ability to Attract and Retain Talented Employees.
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Our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense and we cannot assure youthere is no assurance that we will retain our key officers and employees or that we will be able to attract and retain other highly qualified individuals in the future.
Our Properties Which Could Negatively Impact Our Financial Condition and ResultsBusiness Operations are Dependent on the Effective Operation of Operations.Technology.
We may,rely on software and computer systems to process and store information required for our business operations. Any disruption to these systems or to third-party vendors that maintain these systems could adversely affect our business operations. While we may be required to, from time to time make significant capital expendituresmaintain and require our vendors to maintain or enhance the competitivenessappropriate back-up copies of our Properties. Thereinformation, transitioning to a new system or vendor can be no assurances thattime-consuming and disruptive. Additionally, it is important for us to explore and evolve with new developments in technology to stay competitive. For example, our consumers rely on our technology platforms to make reservations; and therefore, these user interfaces must be understandable and easy to use. It may require investment of both time and expense to implement a new system or upgrade our existing technology. Interruptions to any of the above could lead to lost revenues, interruptions in our business operations and damage to our business reputation.
The COVID-19 pandemic and other health crises could materially and adversely impact or disrupt our business, including our financial condition, results of operations and cash flows.
Pandemics, epidemics, or other health crises, including COVID-19, have had and could have significant repercussions across regional, national and global economies and financial markets. These events have caused and could in the future cause many U.S. cities and states, including cities and states where our offices and properties are located, to implement measures to combat such expenditures woulda health crisis, including restrictions impacting individuals (including our current and potential residents and customers) and the manner in which businesses may continue to operate.
The COVID-19 pandemic and other future health crises have had and could have an adverse effect on our financial condition, results of operations, cash flows and ability to make distributions, which impact could be material, due to, among other factors:
•Weaknesses in national, regional or local economies may prevent our residents and customers from paying rent in full or on a timely basis. Federal, state, local and industry-initiated efforts, including eviction moratoriums, have affected and may continue to affect our ability to collect rent or enforce remedies for the failure to pay rent. These efforts could lead to an increase in our recognition of credit losses related to our rent receivables.
•A general decline in business activity, discretionary spending or travel, due to health concerns, travel restrictions, or other governmental regulations, could result in higherlower occupancy and lower home sales, fewer seasonal and transient customers, fewer membership subscription purchases or higher rental rates.existing customers failing to pay annual subscription fees or installments on financed upgrade sales.
•A severe disruption and instability in the global financial markets or a deterioration in credit and financing conditions may affect our ability to access capital necessary to fund business operations, including the acquisition or expansion of properties, or replace or renew maturing liabilities on a timely basis, on attractive terms, or at all and may adversely affect the valuation of financial assets and liabilities.
•An outbreak of COVID-19 or other future pandemic, that directly affects, or threatens to directly affect, any of our properties could also deter or prevent our on-site personnel from reporting to work. The effects of any resulting remote work arrangements for an extended period of time, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. Further, mitigation and other measures to support and protect our employees could result in increased labor costs.
The fluidity of the circumstances resulting from COVID-19 precludes any prediction as to the ultimate adverse impact of COVID-19, and we can provide no assurance that there will not be lasting changes in consumer behavior as a result of the COVID-19 pandemic or other future health crisis that may impact our business. To the extent a pandemic, epidemic or other health crisis adversely affects our business, results of operations, cash flows and financial condition, it may also continue to heighten many of the other risks described elsewhere in this Item 1A, Risk Factors.
Risks Relating to Governmental Regulation and Potential Litigation
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Certain of our Properties are subject to state and local rent control regulations that limitdictate rent increases and our ability to increase rents and to recover increases in operating expenses and the costs of capital improvements. In addition, in certain jurisdictions, such regulations allow tenantsresidents 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 tenantsresidents of the value of our land, which would otherwise be reflected in market rents. As part of our effort to realize the value of Properties subject to restrictive regulation, we have initiated lawsuits at various times against various municipalities imposing such regulations in an attempt to balance the interests of our stockholders with the interests of our customers. In addition, we operate certain of our Properties and may acquire additional properties, in high cost markets where the demand for affordable housing may result in the adoption of new rent control legislation that may impact rent increases.
We also own Properties in certain areas of the country where rental rates at our Properties have not increased as fast as real estate values either because of locally imposed rent control or long term leases. In such areas, certain local government entities have at times investigated the possibility of seeking to take our Properties by eminent domain at values below the value of the underlying land. While no such eminent domain proceeding has been commenced and we anticipate exercising all of our rights in connection with any such proceeding, successful condemnation proceedings by municipalities could adversely affect our financial condition.
Resident groups have previously filed lawsuits against us seeking to limit rent increases and/or seeking large damage awards for our alleged failure to properly maintain certain Properties or other resident related matters. An adverse finding against us in any such proceeding could materially and adversely affect our results of operations, financial condition and distributions to our stockholders.
•Occupational, Safety and Health Act
Our Properties are subject to regulation under the federal Occupational, Safety and Health Act (“OSHA”), which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress and unsanitary conditions. Although we believe that our Properties are in compliance in all material respects with applicable requirements, complying with OSHA and similar laws can be costly and any failure to comply with these regulations could result in penalties or potential litigation.
• Americans with Disabilities Act
Under the Americans with Disabilities Act (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons. Although we believe that our Properties are in compliance in all material respects with applicable requirements, noncompliance with the ADA or related laws or regulations could result in the U.S. government imposing fines or private litigants being awarded damages against us. Such costs may adversely affect our ability to increase rent.make distributions or payments to our investors. Compliance with the ADA requirements could involve removal of structural barriers to access or use by disabled persons. Other federal, state and local laws may require modifications to or restrict further renovations of our Properties with respect to such access or use.
Additionally, Title III of the ADA has been interpreted by the U.S. courts to include websites as “places of public accommodations”. For our websites to be ADA compliant, they must be accessible. While no laws have been passed related to website accessibility, the recognized de facto standard in the U.S. is the Web Content Accessibility Guideline. We may incur costs to make our websites ADA compliant or face litigation if they are not compliant.
Laws and Regulations Relating to Campground Membership Sales and Properties Could Adversely Affect the Value of Certain Properties and Our Cash Flow.Flows.
Many of the states in which we do businessoperate have laws regulating right-to-use or campground membership sales.sales and properties. These laws generally require comprehensive disclosure to prospective purchasers and usually give purchasers the right to rescind their purchase between three to five days after the date of sale. Some states have laws requiring us to register with a state agency and obtain a permit to market. We are subject to changes, from time to time, in the application or interpretation of such laws that can affect our business or the rights of our members.
In some states, including California, Oregon and Washington, laws place limitations on the ability of the owner of a campground property to close the property unless the customers at the property receive access to a comparable property. The impact of the rights of customers under these laws is uncertain and could adversely affect the availability or timing of sale opportunities or our ability to realize recoveries from Property sales.
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Certain consumer rights and defenses that vary from jurisdiction to jurisdiction may affect our portfolio of contracts receivable. Examples of such laws include state and federal consumer credit and truth-in-lending laws requiring the disclosure of finance charges and usury and retail installment sales laws regulating permissible finance charges.
Environmental Risks
We are subject to risks associated with natural disasters, including but not limited to hurricanes, storms, fires and earthquakes.As of December 31, 2022, we owned or had an ownership interest in 449 Properties, including 136 Properties and 19 marinas located in Florida and 49 Properties located in California.The occurrence of a natural disaster or other catastrophic event in any of these areas may cause a sudden decrease in the value of our Properties and result in an adverse effect to our financial condition, results of operations and cash flows.
Climate Change May Adversely Affect Our Business.
Climate change could increase the frequency and severity of natural disasters and change weather patterns. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity, frequency and magnitude of hurricanes, wildfires, rising sea levels, drought and changes to precipitation and temperatures. The physical effects of climate change could have a material adverse effect on our properties, operations and business. If there are prolonged disruptions at our properties due to extreme weather or natural disasters, our results of operations and financial condition could be materially adversely affected. Our properties are dependent on state and local utility infrastructure for delivery of energy, water supply and/or other utilities. We do not control investment in that infrastructure and the RV Industry.
In addition, climate change could lead to transition risks such as changes in federal, state and local legislation and regulation, which may require increased capital expenditures at our Properties. Additionally, these customers.
Environmental and Utility-Related Problems are Possible and Can beBe Costly.
Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real property to investigate and clean up hazardous or toxic substances or lead or petroleum product releases at such property. The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. Properties containing lead may require removal of the material. This can be costly and, if the lead infiltrates the groundwater or other water supply, further remediation may be necessary. Such laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties maycould sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.
Environmental laws also govern the presence, maintenance and removal of asbestos.environmental contamination, including asbestos, wastewater discharge and oil spills. Such laws require that owners or operators of propertyproperties containing hazardous or toxic substances to properly manage them. Owners or operators of properties containing asbestos properly manage and maintain the asbestos, that theymust notify and train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. Such laws may impose fines and penalties on real property owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. Moreover, certain of our marinas are located on waterways that are subject to federal laws, including the Clean Water Act and the Oil Pollution Act, as well as analogous state laws regulating navigable waters, oil pollution (including prevention and cleanup of the same), adverse impacts to fish and
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wildlife, and other matters. For example, under the Oil Pollution Act, owners and operators of vessels and onshore facilities may be subject to liability for removal costs and damages arising from an oil spill in waters of the United States.
Utility-related laws and regulations also govern the provision of utility services. Such laws regulate, for example, how and to what extent owners or operators of property can charge renters for provision of utilities. Such laws also regulate the operations and performance of utility systems and may impose fines and penalties on real property owners or operators who fail to comply with these requirements. The regulations may also require capital investment to maintain compliance.
Evaluations of PropertiesESG Matters are important to investors and other stakeholders. Some investors may use ESG Matters to guide their investment strategies. ESG assessments by certain organizations that provide corporate governance and other corporate risk advisory services to investors provide scores and ratings to evaluate companies based upon publicly available information. In addition, investors, particularly institutional investors, may use ESG or sustainability scores to benchmark companies against their peers. The methodologies by which ESG Matters are assessed may vary among evaluators. Some investors focus on disclosures of ESG-related business practices and scores when choosing to allocate their capital and may consider a company's score in Florida and California, and Natural Disasters or Other Catastrophic Events in These or Other States Could Adversely Affect the Value of Our Properties and Our Cash Flow.
Risks Relating to Debt and the Financial Markets
Our business is subject to risks normally associated with debt financing. The total principal amount of our outstanding indebtedness was approximately $2,223.7$3,416.1 million as of December 31, 2017,2022, of which approximately $3.0$198.0 million, or 0.1%5.80%, is related to our line of credit and $198.5$92.5 million of secured debt, or 8.9%2.71%, maturematures in 2018 and 2019, respectively.2023. Our substantial indebtedness and the cash flowflows associated with serving our indebtedness could have important consequences, including the risks that:
•our cash flowflows could be insufficient to pay distributions at expected levels and meet required payments of principal and interest;
•we might be required to use a substantial portion of our cash flowflows from operations to pay our indebtedness, thereby reducing the availability of our cash flowflows to fund the implementation of our business strategy, acquisitions, capital expenditures and other general corporate purposes;
•our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•if principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flowflows may not be sufficient in all years to repay all maturing debt; and
•to the extent that any Property is cross-collateralized with any other Properties, any default under the mortgage note relating to one Property willcould result in a default under the financing arrangements relating to other Properties that also provide security for that mortgage note or are cross-collateralized with such mortgage note; andnote.
Our Ability Toto Obtain Mortgage Financing Or Toor Refinance Maturing Mortgages May Adversely Affect Our Financial Condition.
Lenders' demands on borrowers as to the quality of the collateral and related cash flows may make it challenging to secure financing on attractive terms or at all. IfMarket factors including increases in the U.S. federal reserve funds rate may result in an increase in market interest rates, which could increase the costs of refinancing existing indebtedness or obtaining new debt.
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Additionally, disruptions in capital and credit markets, including potential reforms to Fannie Mae and Freddie Mac, could impact both the capacity and liquidity of lenders, resulting in financing terms that are no longerless attractive to us and/or if financing proceeds are no longer available for any reason, these factors may adversely affect cash flow andthe unavailability of certain types of debt financing. This could have an adverse effect on our ability to servicerefinance maturing debt, react to changing economic and make distributionsbusiness conditions or access capital necessary to stockholders.fund business operations, including the acquisition or expansion of properties.
Financial Covenants Could Adversely Affect Our Financial Condition.
If a Property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could foreclose on the Property, resulting in loss of income and asset value. The mortgages on our Properties contain customary negative covenants, which among other things limit our ability, without the prior consent of the lender, to further mortgage the Property and to discontinue insurance coverage. In addition, our unsecured credit facilities contain certain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt-to-assets ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt. Foreclosure on mortgaged Properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations.
Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing.
Our debt-to-market-capitalization ratio (total debt as a percentage of total debt plus the market value of the outstanding common stock and OP Units held by parties other than us) was approximately 20.9%21.3% as of December 31, 2017.2022. The degree of leverage could have important consequences to stockholders, including an adverse effect on our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes and makescould make us more vulnerable to a downturn in business or the economy generally.
We May Be Able Toto Incur Substantially More Debt, Which Would Increase Thethe Risks Associated With Our Substantial Leverage.
Despite our current indebtedness levels, we may still be able to incur substantially more debt in the future. If new debt is added to our current debt levels, an even greater portion of our cash flow will be needed to satisfy our debt service obligations. As a result, the related risks that we now face could intensify and increase the risk of a default on our indebtedness.
We May Be Adversely Affected By Changes in LIBOR Reporting Practices or the Method in Which LIBOR Is Determined.
The Financial Conduct Authority ceased publishing one-week and two-month rates after December 31, 2021, and announced it intends to stop compelling banks to submit rates for the calculation of LIBOR for all remaining U.S. dollar panels after June 30, 2023. In December 2022, the Federal Reserve Board adopted a final rule that identifies benchmark rates based on SOFR to replace LIBOR in certain financial contracts after June 30, 2023, and the Financial Accounting Standards Board issued final guidance that defers the sunset date for applying reference rate reform to December 31, 2024.
Our floating rate borrowings are indexed to USD-LIBOR and we are monitoring this activity and evaluating the related risks. Although the full impact of such reforms and actions, together with any transition away from LIBOR, including the potential or actual discontinuance of LIBOR publication, remains unclear, these changes could have a material adverse impact on the availability of financing, including LIBOR-based loans and as a result on our financing costs.
Risks Related to Our Company Ownership
Provisions of Our Charter and Bylaws Could Inhibit Changes of Control.
Certain provisions of our charter and bylaws may delay or prevent a change of control or other transactions that could provide our stockholders with a premium over the then-prevailing market price of their common stock or future series of preferred stock, if any, which might otherwise be in the best interest of our stockholders. These include the Ownership Limit described below. Also, any future series of preferred stock may have certain voting provisions that could delay or prevent a change of control or other transaction that might involve a premium price or otherwise be beneficial to our stockholders.
Maryland Law Imposes Certain Limitations on Changes of Control.
Certain provisions of the Maryland lawGeneral Corporation Law (“MGCL”) prohibit "business combinations"“business combinations” (including certain issuances of equity securities) with any person who beneficially owns 10% or more of the voting power of our
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outstanding common stock, or with an affiliate of ours, who, at any time within the two-year period prior to the date in question, was the owner of 10% or more of the voting power of our outstanding voting stock (an "Interested Stockholder"“Interested Stockholder”), or with an affiliate of an Interested Stockholder. These prohibitions last for five years after the most recent date on which the Interested Stockholder became an Interested Stockholder. After the five-year period, a business combination with an Interested Stockholder must be approved by two super-majority stockholder votes unless, among other conditions, our common stockholders receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Stockholder for shares of our common stock. The Board of Directors has exempted from these provisions under the Maryland law any business combination with Samuel Zell, who is our Chairman of theour Board of Directors, certain holders of OP Units who received them at the time of our initial public offering and our officers who acquired common stock at the time we were formed and each and every affiliate of theirs.
Additionally, Subtitle 8 of Title 3 of the MGCL permits our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to elect to be subject to certain provisions relating to corporate governance that may have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium to the market price of our common stock or otherwise be in our stockholders’ best interests. These provisions include a classified board; two-thirds vote to remove a director; that the number of directors may only be fixed by the Board of Directors; that vacancies on the board as a result of an increase in the size of the board or due to death, resignation or removal can only be filled by the board and the director appointed to fill the vacancy serves for the remainder of the full term of the class of director in which the vacancy occurred and a majority requirement for the calling by stockholders of special meetings. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (a) require a two-thirds vote for the removal of any director from the board and (b) vest in the board the exclusive power to fix the number of directorships provided that, if there is stock outstanding and so long as there are three or more stockholders, the number is not less than three. In the future, our Board of Directors may elect, without stockholder approval, to make us subject to the provisions of Subtitle 8 to which we are not currently subject.
Our Board of Directors has power to adopt, alter or repeal any provision of our bylaws or make new bylaws, provided, however, that our stockholders may, with certain exceptions, alter or repeal any provision of our bylaws and adopt new bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.
Changes in Our Investment and Financing Policies May Be Made Without Stockholder Approval.
Our investment and financing policies and our policies with respect to certain other activities, including our growth, debt, capitalization, distributions, REIT status and operating policies, are determined by our Board of Directors. Although our Board of Directors has no present intention to do so, these policies may be amended or revised from time to time at the discretion of our Board of Directors without notice to or a vote of our stockholders. Accordingly, stockholders may not have control over changes in our policies and changes in our policies may not fully serve the interests of all stockholders.
Conflicts of Interest Could Influence Our Decisions.
Certain stockholders could exercise influence in a manner inconsistent with stockholders' best interests. Mr. Samuel Zell and certain related entities, directly or indirectly, beneficially own shares of our common stock and OP Units as disclosed in our Proxy Statement on Schedule 14A for the 20182023 Annual Meeting incorporated by reference herein. Mr. Zell is the chairman of our Board of Directors. Accordingly, Mr. Zell has significant influence on our management and operation. Such influence could be exercised in a manner that is inconsistent with the interests of other stockholders. In addition, Mr. Zell and related entities continue to be involved in other investment activities. Mr. Zell and related entities have a broad and varied range of investment interests, including interests in other real estate investment companies that own other forms of housing, including multifamily housing. Mr. Zell and related entities may acquire interests in other companies. Mr. Zell may not be able to control whether any such company competes with us.
Risks Relating to Our Common Stock
We Depend on Our Subsidiares'Subsidiaries' Dividends and Distributions.
Substantially all of our assets are owned indirectly by the Operating Partnership. As a result, we have no source of cash flowflows other than distributions from our Operating Partnership. For us to pay dividends to holders of our common stock and preferred stock, the Operating Partnership must first distribute cash to us. Before it can distribute the cash, our Operating Partnership must first satisfy its obligations to its creditors.
Market Interest Rates May Have an Effect on the Value of Our Common Stock.
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One of the factors that investors consider important in deciding whether to buy or sell shares of a REIT is the distribution rates with respect to such shares (as a percentage of the price of such shares) relative to market interest rates. If market interest rates go up, prospective purchasers of REIT shares may expect a higher distribution rate. Higher interest rates would not, however, result in more of our funds to distribute and, in fact, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our publicly traded securities to go down.
Issuances or Sales of ourOur Common Stock May Be Dilutive.
Our Share Price Could Be Volatile and Could Decline, Resulting in A Substantial or Complete Loss on Our Stockholders’ Investment.
We list our common stock on the New York Stock Exchange (the “NYSE”) and our common stock could experience significant price and volume fluctuations. Investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of our common stock could be subject to wide fluctuations in response to a number of factors, including:
•issuances of other equity securities in the future, including new series or classes of preferred stock;
•our operating performance and the performance of other similar companies;
•our ability to maintain compliance with covenants contained in our debt facilities;
•actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;
•changes in expectations of future financial performance or changes in our earnings estimates or those of analysts;
•changes in our distribution policy;
•publication of research reports about us or the real estate industry generally;
•increases in market interest rates that lead purchasers of our common stock to demand a higher dividend yield;
•changes in market valuations of similar companies;
•adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near-term and medium-term and our ability to refinance our debt, or our plans to incur additional debt in the future;
•additions or departures of key management personnel;
•speculation in the press or investment community;
•equity issuances by us, or share resales by our stockholders or the perception that such issuances or resales may occur;
•addition to, or removal from, market indexes used by investors to make investment decisions;
•actions by institutional stockholders; and
•general market and economic conditions.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock to decline significantly, regardless of our financial condition, results of operations and prospects. It is impossible to provide any assurance that the market price of our common stock will not fall in the future and it may be difficult for holders to resell shares of our common stock at prices they find attractive, or at all. In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.
Risks Relating to REITs and Income Taxes
We are Dependent on External Sources of Capital.
To qualify as a REIT, we must distribute to our stockholders each year at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain). In addition, we intend to distribute all or substantially all of our net income so that we will generally not be subject to U.S. federal income tax on our earnings. Because of these distribution requirements, it is not likely that we will be able to fund all future capital needs,
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including acquisitions, from income from operations. We therefore will have to rely on third-party sources of debt and equity capital financing, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including conditions in the capital markets generally and the market's perception of our growth potential and our current and potential future earnings. It may be difficult for us to meet one or more of the requirements for qualification as a REIT, including but not limited to our distribution requirement. Moreover, additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our leverage.
We Have a Stock Ownership Limit for REIT Tax Purposes.
To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the federal income tax laws applicable to REITs) at any time during the last half of any taxable year. To facilitate maintenance of our REIT qualification, our charter, subject to certain exceptions, prohibits Beneficial Ownership (as defined in our charter) by any single stockholder of more than 5% (in value or number of shares, whichever is more restrictive) of our outstanding capital stock. We refer to this as the "Ownership Limit."“Ownership Limit”. Within certain limits, our charter permits the Board of Directors to increase the Ownership Limit with respect to any class or series of stock. The Board of Directors, upon receipt of a ruling from the IRS, opinion of counsel, or other evidence satisfactory to the Board of Directors and upon 15 days prior written notice of a proposed transfer which, if consummated, would result in the transferee owning shares in excess of the Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a stockholder from the Ownership Limit. Absent any such exemption, capital stock acquired or held in violation of the Ownership Limit will be transferred by operation of law to us as trustee for the benefit of the person to whom such capital stock is ultimately transferred and the stockholder's rights to distributions and to vote would terminate. Such stockholder would be entitled to receive, from the proceeds of any subsequent sale of the capital stock we transferred as trustee, the lesser of (i) the price paid for the capital stock or, if the owner did not pay for the capital stock (for example, in the case of a gift, devise or other such transaction), the market price of the capital stock on the date of the event causing the capital stock to be transferred to us as trustee or (ii) the amount realized from such sale. A transfer of capital stock may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control of us and therefore, could adversely affect our stockholders' ability to realize a premium over the then-prevailing market price for their common stock or adversely affect the best interest of our stockholders.
Our Qualification as a REIT isIs Dependent on Compliance with U.S. Federal Income Tax Requirements.
We believe we have been organized and operated in a manner so as to qualify for taxation as a REIT and we intend to continue to operate so as to qualify as a REIT for U.S. federal income tax purposes. Our current and continuing qualification as a REIT depends on our ability to meet the various requirements imposed by the Code, which relate to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If
we qualify for taxation as a REIT, we are generally not subject to U.S. federal income tax on our taxable income that is distributed to our stockholders. However, qualification as a REIT for U.S. federal income tax purposes is governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations. In connection with certain transactions, we have received, and relied upon, advice of counsel as to the impact of such transactions on our qualification as a REIT. Our qualification as a REIT requires analysis of various facts and circumstances that may not be entirely within our control and we cannot provide any assurance that the Internal Revenue Service (the "IRS"“IRS”) will agree with our analysis or the analysis of our tax counsel. In particular, the proper U.S. federal income tax treatment of right-to-use membership contracts and rental income from certain short-term stays at RV communities is uncertain and there is no assurance that the IRS will agree with our treatment of such contracts or rental income. If the IRS were to disagree with our analysis or our tax counsel's analysis of various facts and circumstances, our ability to qualify as a REIT could be adversely affected.
In addition, legislation, new regulations, administrative interpretations or court decisions might significantly change the tax laws with respect to the requirements for qualification as a REIT or the U.S. federal income tax consequences of qualification as a REIT.
If, with respect to any taxable year, we failed to maintain our qualification as a REIT (and if specified relief provisions under the Code were not applicable to such disqualification), we would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. If we lost our REIT status, we could not deduct distributions to stockholders in computing our net taxable income at regular corporate rates and we would be subject to U.S. federal income tax (including any applicable alternative minimum tax) on our net taxable incomes. If we had to pay U.S. federal income tax, the amount of money available to distribute to stockholders and pay indebtedness would be reduced for the year or years involved and we would no longer be required to distribute money to stockholders. Although we currently intend to operate in a manner designed to allow us to qualify as a REIT, future economic, market, legal, tax or other considerations may cause us to revoke the REIT election.
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Furthermore, we own a direct interest in a subsidiary REIT and in the past we have owned interests in other subsidiary REITs, each of which elected to be taxed as REITs under Sections 856 through 860 of the Code. Provided that each subsidiary REIT that we own qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests and any dividend income or gains derived by us from such subsidiary REIT will generally be treated as income that qualifies for purposes of the REIT gross income tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. If such subsidiary REIT were to fail to qualify as a REIT and certain relief provisions did not apply, it would be treated as a regular taxable corporation and its income would be subject to U.S. federal income tax. In addition, a failure of the subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests and thus our ability to qualify as a REIT.
We May Pay Some Taxes, Reducing Cash Available for Stockholders.
Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to some U.S. federal, foreign, state and local taxes on our income and property. Since January 1, 2001, certain of our corporate subsidiaries have elected to be treated as "taxable“taxable REIT subsidiaries"subsidiaries” for U.S. federal income tax purposes and are taxable as regular corporations and subject to certain limitations on intercompany transactions. If tax authorities determine that amounts paid by our taxable REIT subsidiaries to us are greater than what would be paid under similar arrangements among unrelated parties, we could be subject to a 100% penalty tax on the excess payments and ongoing intercompany arrangements could have to change, resulting in higher ongoing tax payments. To the extent we are required to pay U.S. federal, foreign, state or local taxes or U.S. federal penalty taxes due to existing laws or changes to them, we will have less cash available for distribution to our stockholders.
Income from “qualified dividends” payable to U.S. Tax Lawsstockholders that are individuals, trusts and Related Interpretations Could Adversely Impact Us.
Partnership Tax CutsAudit Rules Could Have a Material Adverse Effect on Us.
The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the rules, effective for taxable years beginning in 2018, among other changes and Jobs Act generally appearsubject to be favorable with respectcertain exceptions, any audit adjustment to REITs,items of income, gain, loss, deduction, or credit of a partnership (and a partner's allocable share thereof) is determined and taxes, interest and penalties attributable thereto are assessed and collected, at the extensive changespartnership level. Unless the partnership makes an election permitted under the new law or takes certain steps to non-REIT provisions inrequire the Code may have unanticipated effectspartners to pay their tax on us or our stockholders. Moreover, Congressional leaders have recognized thattheir allocable shares of the process of adopting extensive tax legislation in a short amount of time without hearings and substantial time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to be reviewed in subsequent tax legislation. At this point,adjustment, it is not clear when Congress will address these issuespossible that partnerships in which we directly or whenindirectly invest, including the Internal Revenue Service will issue administrative guidance on the changes made in the Tax CutsOperating Partnership, would be required to pay additional taxes, interest and Jobs Act.
We May be Subject to Adverse Legislative or Regulatory Tax Changes That Could Reduce the Market Price of Our Outstanding Common or Preferred Shares.
The IRS, the United States Treasury Department and Congress frequently review U.S. federal income tax legislation, regulations and other guidance. We cannot predict whether, when or to what extent new U.S. federal tax laws, regulations, interpretations or rulings will be adopted. Any legislative action may prospectively or retroactively modify our operating results, financial condition,tax treatment and future business operations. For additional discussion of the Tax Cuts and Jobs Act, see "Recent U.S. Federal Income Tax Legislation." You are urgedtherefore, may adversely affect our taxation or our Company's shareholders. We urge you to consult with your tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares.stock. Although REITs generally receive certain tax advantages compared to entities taxed as “C” corporations, it is possible that future legislation would result in a REIT having fewer tax advantages and it could become more
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advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a “C” corporation.
Other Risk Factors Affecting Our Business
We have identified a material weakness in our internal control over financial reporting and may identify material weaknesses in the future or otherwise fail to establish and maintain effective internal control over financial reporting, which could have a material adverse effect on our business and stock price.
We are subject to Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), which requires us to maintain internal control over financial reporting and to report any material weaknesses in such internal control. In addition, our independent registered public accounting firm is required to express an opinion on our internal control over financial reporting based on their audit.
As discussed in the “Explanatory Note” above, on January 19, 2024, the Company and the Audit Committee determined that our Prior Period Financial Statements should no longer be relied upon due to an error related to the classification of cash outflows associated with the purchase of manufactured homes in the Consolidated Statements of Cash Flows. In connection with such restatement, we have concluded that there was a material weakness related to 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 Statement of Cash Flows.Although it is management’s view that the Company remediated the material weakness as of September 30, 2023, we can give no assurance that EY will issue an unqualified opinion on our internal control over financial reporting as of December 31, 2023. For further discussion of the material weakness identified and the remediation thereof, see Part II, Item 9A. Controls and Procedures.
We can give no assurance that additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In the future, our internal controls may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements, and there is risk that a material misstatement of our annual or quarterly financial statements may not be prevented or detected. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
Any failure to maintain effective internal control over financial reporting could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis. If our financial statements are inaccurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities. In either case, there could be an adverse affect on our business, financial condition and results of operations. Ineffective internal control over financial reporting could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
We may face litigation and other risks as a result of the classification error and related material weakness in our internal control over financial reporting.
As a result of the classification error and related material weakness described in the previous risk factor and in Part II, Item 9A. Controls and Procedures, we face the potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, and contractual or other claims arising from the restatement, material weakness, and the preparation of our financial statements. As of the date of this Amended Report on Form 10-K/A, we have no knowledge of any such litigation or dispute arising due to the restatement or material weakness. However, we can provide no assurance that any litigation or dispute will not arise in the future. Any litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.
Some Potential Losses Are Not Covered by Insurance.
We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our Properties. In addition, we carry liability coverage for other activities not specifically related to property operations. These coverages include, but are not limited to, Directors & Officers liability, EmployerEmployment Practices liability, Fiduciary liability and Cyber liability. We believe that the policy specifications and coverage limits of these policies should be adequate and appropriate. There are, however, certain types of losses, such as punitive damages, lease and
26
other contract claims that generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur, we could lose all or a portion of the capital we have invested in a Property or the anticipated future revenue from a Property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.
Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expire on April 1, 2018.2023. We have a $100$125 million loss limitper occurrence with respect to our MH and RV all-risk property insurance program including named windstorms, which include, for example, hurricanes. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25$30 million aggregate loss limit for an earthquakeearthquake(s) in California. PolicyThe deductibles for this policy primarily range from a $125,000$500,000 minimum to 5% per unit of insurance for most catastrophic events. For most catastrophic events, there is an additional one-time aggregate deductible of $2 million, which is capped at $1 million per occurrence. We have separate insurance policies with respect to our marina Properties. Those casualty policies, which were recently renewed, expire on November 1, 2023 and the property insurance program, which we plan to renew, expires on April 1, 2023 and has a $25 million per occurrence limit minimum deductible of $100,000 plus, for named windstorms, 5% per unit of insurance subject to a $500,000 minimum. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
We Face Risks Relating to Cybersecurity Incidents and Expanding Use of Social Media Vehicles.Privacy Laws.
We rely extensively on internally and externally hosted computer systems to process transactions, manage the privacy of customer data, and manage our business. Critical components of our systems are dependent upon third-party providers and a significant portion of our business operations are conducted over the internet. These systems and websites require access to telecommunications or the internet, each of which isare subject to system security risks, cybersecurity breaches, outages and other risks. These could include attempts to gain unauthorized access to our data and computer systems, or steal confidential information, including credit card information from our customers, breaches due to employee error, malfeasance or other disruptions, including disruptions that result in our and our customers' loss of access to our information systems. Even if we are not targeted directly, cyber attacks on other entities and institutions, including third parties with whom we do business, may occur and such events could disrupt our normal business operations and networks in the future. Attacks can be both individual or highly organized attempts by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats. While we continue to improve our cybersecurity and take measures to protect our business, there is no guarantee such efforts willit may not always be successful in preventing a cyber incidentpossible to anticipate, detect, or recognize threats to our systems, or to implement effective preventive measures and that our financial results will not be negatively impacted by such an incident. The extent of a particular cyber attack and the steps that we may need to take to investigate the attack also may not be immediately clear. Additionally, with the outbreak of COVID-19, certain of our corporate and regional staff have been regularly working remotely, further increasing our dependence on computer systems to process transactions and manage our business, as well as the risk of a loss event due to a cybersecurity incident. A cybersecurity incident could compromise the confidential information of our employees, customers and vendors to the extent such information exists on our systems or on the systems of third partythird-party providers. Such an incidentAny compromise of our security could result in a violation of applicable privacy and other laws, and could result in potential liability, damage our reputation and disrupt and affect our business operations and result in lawsuits against us. Privacy and information security laws continue to evolve and may be inconsistent from one jurisdiction to another. Furthermore, we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers.
Social Media Platforms Could Cause Us to Suffer Brand Damage or Information Leakage.
Negative information about us, or our officers, employees, directors or Properties, even if untrue, could damage our reputation. In addition, the use ofparticular, information shared on social media platforms could cause us to suffer brand damage because social media platforms have increased the rapidity of the dissemination and greatly expanded the potential scope and scale of the impact of negative publicity. Furthermore, current or information leakage. Negative posts or comments about us, our officers,former employees, or directors or our Properties on any social networking website could damage our, or
Item 1B. Unresolved Staff Comments
None.
27
Item 2. Properties
General
Our Properties provide common area facilities and attractive amenities and common facilities that create a comfortable and attractive homean inviting community for our customers, with most offeringresidents and guests. These common area facilities generally include a clubhouse, a swimming pool, laundry facilities, cable television and internet service. Many Properties also offer additional amenities such as sauna/whirlpool spas, golf courses, tennis, pickleball, courts, shuffleboard and basketball courts, sauna/whirlpool spas, exercise rooms and various social activities. Since most ofIt is our customers generally own their home and live in our communities for a long time, it is their responsibility to maintainprovide maintenance of the common area facilities and amenities and to ensure that our residents and guests comply with our community policies, including maintaining their homes and the surrounding area. It isMost of our roleresidents own their homes; and therefore, also have a vested interest to ensure that customers complycare for their homes. We hold regular meetings with management personnel at our Property policiesProperties to understand and address the needs of our residents and guests and to provide maintenance of the common areas, facilities and amenities. We hold periodic meetings with our Property management personnel for training and implementation of our strategies. Thenecessary trainings. Our Properties historically have had, and we believe they will continue to have, low turnover and high occupancy rates.
Property Portfolio
As of December 31, 2017,2022, we owned or had an ownership interest in a portfolio of 406449 Properties located throughoutpredominantly in the United States and British Columbia containing 151,323171,248 Sites. A total of 120114 of the Properties arewere encumbered by debt as of December 31, 2017 (see Note 8 to the ConsolidatedItem 8. Financial Statements for a description of this debt)and Supplementary Data—Note 10. Borrowing Arrangements). The distribution of our Properties throughout the United States reflects our belief that geographic diversification helps to insulate the total portfolio from regional economic influences. We intend to target new acquisitions in or near markets where our Properties are located and will also consider acquisitions of properties outside such markets.
Our two largest Properties as determined by property operating revenues arewere Colony Cove, located in Ellenton, Florida and ViewpointViewPoint RV & Golf Resort, located in Mesa, Arizona. Each accounted for approximately 2.0% of our total property operating revenues including deferrals, for the year ended December 31, 2017.2022.
The following table sets forth certain information relating to our 389 wholly owned435 wholly-owned Properties containing 145,382167,684 Sites as of December 31, 2017. These Properties are categorized according to major markets and exclude2022, not including Properties owned through joint ventures. TheThese Properties are categorized by major market. For RV and marina Properties, the total number of annual Sites presented for the RV communities represents Sites occupied by annual customersresidents and are presented as 100% occupied. SubtotalsAnnual Site occupancy percentage subtotals by marketsmarket and grand totals for all marketstotal are presented on a weighted average basis.
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Florida | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| East Coast: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aventura Marina | Aventura | FL | Marina | 15 | 6 | 6 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hi-Lift Marina | Aventura | FL | Marina | 3 | 211 | 209 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cheron Village | Davie | FL | MH | 30 | 202 | 202 | 99.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Carriage Cove | Daytona Beach | FL | MH | 59 | 418 | 418 | 88.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Daytona Beach Marina | Daytona Beach | FL | Marina | 5 | 179 | 151 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coquina Crossing | Elkton | FL | MH | 316 | 26 | 596 | 596 | 97.3% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Bulow Plantation | Flagler Beach | FL | MH | 323 | 90 | 276 | 276 | 99.3% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Bulow RV | Flagler Beach | FL | RV | (f) | 91 | 352 | 147 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Carefree Cove | Fort Lauderdale | FL | MH | 20 | 164 | 164 | 93.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Everglades Lakes | Fort Lauderdale | FL | MH | 103 | 611 | 611 | 94.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Park City West | Fort Lauderdale | FL | MH | 60 | 363 | 363 | 98.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunshine Holiday MH | Fort Lauderdale | FL | MH | 32 | 245 | 245 | 97.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunshine Holiday RV | Fort Lauderdale | FL | RV | (f) | 130 | 43 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hollywood Marina | Hollywood | FL | Marina | 9 | 190 | 140 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
28
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Florida | ||||||||||||||||||
| East Coast: | ||||||||||||||||||
| Cheron Village | Davie | FL | MH | 30 | 202 | 202 | 99.5 | % | ||||||||||
| Carriage Cove | Daytona Beach | FL | MH | 59 | 418 | 418 | 90.9 | % | ||||||||||
| Coquina Crossing | Elkton | FL | MH | 316 | 26 | 597 | 597 | 92.1 | % | |||||||||
| Bulow Plantation | Flagler Beach | FL | MH | 323 | 181 | 276 | 276 | 100.0 | % | |||||||||
| Bulow RV | Flagler Beach | FL | RV | (e) | 352 | 103 | 100.0 | % | ||||||||||
| Carefree Cove | Ft Lauderdale | FL | MH | 20 | 164 | 164 | 93.9 | % | ||||||||||
| Park City West | Ft Lauderdale | FL | MH | 60 | 363 | 363 | 98.6 | % | ||||||||||
| Sunshine Holiday MH | Ft Lauderdale | FL | MH | 32 | 245 | 245 | 98.0 | % | ||||||||||
| Sunshine Holiday RV | Ft Lauderdale | FL | RV | (e) | 130 | 49 | 100.0 | % | ||||||||||
| Lake Worth Village | Lake Worth | FL | MH | 117 | 823 | 823 | 89.1 | % | ||||||||||
| Maralago Cay | Lantana | FL | MH | 102 | 5 | 602 | 602 | 100.0 | % | |||||||||
| Coral Cay Plantation | Margate | FL | MH | 121 | 818 | 818 | 99.4 | % | ||||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Jupiter Marina | Jupiter | FL | Marina | 5 | 231 | 201 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Worth Village | Lake Worth | FL | MH | 117 | 823 | 823 | 94.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lantana Marina | Lantana | FL | Marina | 5 | 394 | 278 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Maralago Cay | Lantana | FL | MH | 102 | 602 | 602 | 98.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| South Lantana Marina | Lantana | FL | Marina | 1 | 73 | 55 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coral Cay Plantation | Margate | FL | MH | 121 | 818 | 818 | 97.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lakewood Village | Melbourne | FL | MH | 68 | 349 | 349 | 88.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Miami Everglades | Miami | FL | RV | 34 | 9 | 303 | 46 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| South Miami Marina | Miami | FL | Marina | 41 | 254 | 221 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Okeechobee RV Resort | Okeechobee | FL | RV | 110 | 740 | 279 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Holiday Village, Ormond Beach | Ormond Beach | FL | MH | 43 | 301 | 301 | 88.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunshine Holiday-Daytona North | Ormond Beach | FL | RV | 69 | 3 | 349 | 137 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Palm Beach Gardens Marina | Palm Beach Gardens | FL | Marina | 12 | 133 | 113 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Meadows, FL | Palm Beach Gardens | FL | MH | 55 | 378 | 378 | 96.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Breezy Hill | Pompano Beach | FL | RV | 52 | 762 | 330 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hidden Harbour Marina | Pompano Beach | FL | Marina | 4 | 357 | 250 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Highland Woods Travel Park | Pompano Beach | FL | RV | 15 | 148 | 16 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inlet Harbor Marina | Ponce Inlet | FL | Marina | 10 | 295 | 221 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lighthouse Pointe at Daytona Beach | Port Orange | FL | MH | 64 | 433 | 433 | 85.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pickwick Village | Port Orange | FL | MH | 84 | 441 | 441 | 97.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rose Bay | Port Orange | FL | RV | 21 | 2 | 303 | 201 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Palm Lake | Riviera Beach | FL | MH | 154 | 916 | 916 | 68.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Riviera Beach Marina | Riviera Beach | FL | Marina | 6 | 326 | 283 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indian Oaks | Rockledge | FL | MH | 38 | 208 | 208 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Space Coast | Rockledge | FL | RV | 24 | 270 | 189 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| St. Pete Marina | St. Petersburg | FL | Marina | 15 | 438 | 323 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Riverwatch Marina | Stuart | FL | Marina | 8 | 306 | 193 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Countryside at Vero Beach | Vero Beach | FL | MH | 125 | 644 | 644 | 96.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Heritage Plantation | Vero Beach | FL | MH | 64 | 437 | 437 | 90.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Heron Cay | Vero Beach | FL | MH | 130 | 588 | 588 | 93.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Holiday Village, Florida | Vero Beach | FL | MH | 18 | 128 | 128 | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunshine Travel-Vero Beach | Vero Beach | FL | RV | 30 | 6 | 300 | 146 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vero Beach Marina | Vero Beach | FL | Marina | 26 | 160 | 74 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vero Palm Estates | Vero Beach | FL | MH | 64 | 285 | 285 | 91.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Village Green | Vero Beach | FL | MH | 178 | 16 | 782 | 782 | 91.3% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Palm Beach Colony | West Palm Beach | FL | MH | 48 | 284 | 284 | 99.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Central: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Clover Leaf Farms | Brooksville | FL | MH | 227 | 20 | 845 | 845 | 93.7% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Clover Leaf Forest | Brooksville | FL | RV | 30 | 277 | 139 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Clerbrook Golf & RV Resort | Clermont | FL | RV | 288 | 1,255 | 567 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Magic | Clermont | FL | RV | 69 | 471 | 164 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Lakewood Village | Melbourne | FL | MH | 68 | 349 | 349 | 87.1 | % | ||||||||||
| Miami Everglades | Miami | FL | RV | 34 | 303 | 102 | 100.0 | % | ||||||||||
| Encore Super Park(Sunshine Holiday) | Ormond Beach | FL | RV | 69 | 349 | 142 | 100.0 | % | ||||||||||
| Holiday Village | Ormond Beach | FL | MH | 43 | 301 | 301 | 86.7 | % | ||||||||||
| The Meadows, FL | Palm Beach Gardens | FL | MH | 55 | 378 | 378 | 97.1 | % | ||||||||||
| Breezy Hill RV | Pompano Beach | FL | RV | 52 | 762 | 396 | 100.0 | % | ||||||||||
| Highland Wood RV | Pompano Beach | FL | RV | 15 | 148 | 17 | 100.0 | % | ||||||||||
| Rose Bay | Port Orange | FL | RV | 21 | 303 | 204 | 100.0 | % | ||||||||||
| Lighthouse Pointe | Port Orange | FL | MH | 64 | 433 | 433 | 84.1 | % | ||||||||||
| Pickwick | Port Orange | FL | MH | 84 | 4 | 432 | 432 | 99.3 | % | |||||||||
| Space Coast | Rockledge | FL | RV | 24 | 270 | 136 | 100.0 | % | ||||||||||
| Indian Oaks | Rockledge | FL | MH | 38 | 208 | 208 | 100.0 | % | ||||||||||
| Encore RV Park(Sunshine Travel) | Vero Beach | FL | RV | 30 | 6 | 300 | 130 | 100.0 | % | |||||||||
| Village Green | Vero Beach | FL | MH | 174 | 782 | 782 | 87.7 | % | ||||||||||
| Heron Cay | Vero Beach | FL | MH | 130 | 589 | 589 | 87.6 | % | ||||||||||
| Vero Palm | Vero Beach | FL | MH | 64 | 285 | 285 | 82.8 | % | ||||||||||
| Heritage Plantation | Vero Beach | FL | MH | 64 | 437 | 437 | 84.4 | % | ||||||||||
| Countryside at Vero Beach | Vero Beach | FL | MH | 125 | 644 | 644 | 92.1 | % | ||||||||||
| Holiday Village, FL | Vero Beach | FL | MH | 20 | 128 | 128 | — | % | ||||||||||
| Palm Beach Colony | West Palm Beach | FL | MH | 48 | 284 | 284 | 100.0 | % | ||||||||||
| Central: | ||||||||||||||||||
| Clover Leaf Farms | Brooksville | FL | MH | 227 | 18 | 777 | 777 | 98.3 | % | |||||||||
| Clover Leaf Forest | Brooksville | FL | RV | 30 | 277 | 150 | 100.0 | % | ||||||||||
| Encore Super Park(Lake Magic) | Clermont | FL | RV | 69 | 471 | 149 | 100.0 | % | ||||||||||
| Clerbrook Golf & RV Resort | Clermont | FL | RV | 288 | 1,255 | 451 | 100.0 | % | ||||||||||
| Orlando | Clermont | FL | RV | 270 | 30 | 850 | 141 | 100.0 | % | |||||||||
| Orange Lake | Clermont | FL | MH | 38 | 242 | 242 | 99.2 | % | ||||||||||
| Haselton Village | Eustis | FL | MH | 52 | 291 | 291 | 98.3 | % | ||||||||||
| Southern Palms | Eustis | FL | RV | 120 | 950 | 345 | 100.0 | % | ||||||||||
| Lakeside Terrace | Fruitland Park | FL | MH | 39 | 241 | 241 | 99.2 | % | ||||||||||
| Grand Island | Grand Island | FL | MH | 35 | 362 | 362 | 70.7 | % | ||||||||||
| Tropical Palms | Kissimmee | FL | RV | 59 | 566 | 115 | 100.0 | % | ||||||||||
| Sherwood Forest RV Park | Kissimmee | FL | RV | 107 | 43 | 513 | 143 | 100.0 | % | |||||||||
| Sherwood Forest | Kissimmee | FL | MH | 124 | 769 | 769 | 97.4 | % | ||||||||||
| Lakeland Harbor | Lakeland | FL | MH | 65 | 504 | 504 | 99.8 | % | ||||||||||
| Lakeland Junction | Lakeland | FL | MH | 23 | 193 | 193 | 100.0 | % | ||||||||||
| Beacon Hill Colony | Lakeland | FL | MH | 31 | 201 | 201 | 100.0 | % | ||||||||||
| Beacon Terrace | Lakeland | FL | MH | 55 | 297 | 297 | 100.0 | % | ||||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Orange Lake | Clermont | FL | MH | 38 | 242 | 242 | 97.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Orlando | Clermont | FL | RV | 270 | 1,107 | 267 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Haselton Village | Eustis | FL | MH | 52 | 291 | 291 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southern Palms RV | Eustis | FL | RV | 120 | 950 | 390 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lakeside Terrace | Fruitland Park | FL | MH | 39 | 241 | 241 | 98.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grand Island Resort | Grand Island | FL | MH | 35 | 362 | 362 | 79.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sherwood Forest - MHP | Kissimmee | FL | MH | 124 | 8 | 769 | 769 | 98.3% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Sherwood Forest RV | Kissimmee | FL | RV | 107 | 6 | 513 | 176 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Tropical Palms | Kissimmee | FL | RV | 59 | 592 | 192 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Beacon Hill Colony | Lakeland | FL | MH | 31 | 201 | 201 | 99.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Beacon Terrace | Lakeland | FL | MH | 61 | 297 | 297 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kings & Queens | Lakeland | FL | MH | 18 | 107 | 107 | 97.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lakeland Harbor | Lakeland | FL | MH | 65 | 504 | 504 | 99.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lakeland Junction | Lakeland | FL | MH | 23 | 193 | 193 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coachwood Colony | Leesburg | FL | MH | 29 | 201 | 201 | 89.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mid-Florida Lakes | Leesburg | FL | MH | 290 | 1,225 | 1,225 | 90.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southernaire | Mt. Dora | FL | MH | 14 | 114 | 114 | 90.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foxwood Farms | Ocala | FL | MH | 56 | 365 | 365 | 87.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oak Bend | Ocala | FL | MH | 62 | 342 | 342 | 74.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Villas at Spanish Oaks | Ocala | FL | MH | 69 | 454 | 454 | 85.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Audubon Village - Florida | Orlando | FL | MH | 40 | 2 | 280 | 280 | 99.6% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Hidden Valley | Orlando | FL | MH | 50 | 303 | 303 | 99.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Starlight Ranch | Orlando | FL | MH | 130 | 783 | 783 | 98.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Covington Estates | Saint Cloud | FL | MH | 59 | 241 | 241 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Parkwood Communities | Wildwood | FL | MH | 121 | 694 | 694 | 98.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Flags | Wildwood | FL | RV | 23 | 221 | 55 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Winter Garden | Winter Garden | FL | RV | 27 | 350 | 156 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gulf Coast (Tampa/Naples): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Riverside RV Resort | Arcadia | FL | RV | 499 | 208 | 548 | 233 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Toby's RV Resort | Arcadia | FL | RV | 44 | 379 | 290 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunshine Key | Big Pine Key | FL | RV | 54 | 409 | 39 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Windmill Manor | Bradenton | FL | MH | 49 | 292 | 292 | 99.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Winter Quarters Manatee | Bradenton | FL | RV | 42 | 415 | 222 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Resort at Tranquility Lake | Cape Coral | FL | RV | 188 | 60 | 144 | — | —% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cape Coral Development Land (d) | Cape Coral | FL | RV | 1,000 | 468 | — | — | —% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Palm Harbour Marina | Cape Haze | FL | Marina | 18 | 260 | 162 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Glen Ellen | Clearwater | FL | MH | 12 | 106 | 106 | 94.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hillcrest FL | Clearwater | FL | MH | 25 | 276 | 276 | 95.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Holiday Ranch | Clearwater | FL | MH | 12 | 150 | 150 | 94.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Serendipity | Clearwater | FL | MH | 55 | 425 | 425 | 99.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shady Lane Oaks | Clearwater | FL | MH | 31 | 249 | 249 | 98.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shady Lane Village | Clearwater | FL | MH | 19 | 156 | 156 | 95.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
30
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Kings & Queens | Lakeland | FL | MH | 18 | 107 | 107 | 94.4 | % | ||||||||||
| Coachwood Colony | Leesburg | FL | MH | 29 | 201 | 201 | 91.0 | % | ||||||||||
| Mid-Florida Lakes | Leesburg | FL | MH | 290 | 1,225 | 1,225 | 86.5 | % | ||||||||||
| Southernaire | Mt. Dora | FL | MH | 14 | 114 | 114 | 87.7 | % | ||||||||||
| Foxwood | Ocala | FL | MH | 56 | 365 | 365 | 85.8 | % | ||||||||||
| Oak Bend | Ocala | FL | MH | 62 | 3 | 262 | 262 | 88.9 | % | |||||||||
| Villas at Spanish Oaks | Ocala | FL | MH | 69 | 455 | 455 | 87.3 | % | ||||||||||
| Audubon | Orlando | FL | MH | 40 | 280 | 280 | 98.6 | % | ||||||||||
| Hidden Valley | Orlando | FL | MH | 50 | 303 | 303 | 99.0 | % | ||||||||||
| Starlight Ranch | Orlando | FL | MH | 130 | 783 | 783 | 89.7 | % | ||||||||||
| Covington Estates | Saint Cloud | FL | MH | 59 | 241 | 241 | 100.0 | % | ||||||||||
| Three Flags RV Resort | Wildwood | FL | RV | 23 | 221 | 40 | 100.0 | % | ||||||||||
| Parkwood Communities | Wildwood | FL | MH | 121 | 694 | 694 | 97.8 | % | ||||||||||
| Winter Garden | Winter Garden | FL | RV | 27 | 350 | 146 | 100.0 | % | ||||||||||
| Gulf Coast (Tampa/Naples): | ||||||||||||||||||
| Riverside RV | Arcadia | FL | RV | 196 | 499 | 10 | 100.0 | % | ||||||||||
| Toby's RV | Arcadia | FL | RV | 44 | 379 | 270 | 100.0 | % | ||||||||||
| Sunshine Key RV Resort (g) | Big Pine Key | FL | RV | 54 | 409 | — | — | % | ||||||||||
| Encore RV Park(Manatee) | Bradenton | FL | RV | 42 | 415 | 244 | 100.0 | % | ||||||||||
| Windmill Manor | Bradenton | FL | MH | 49 | 292 | 292 | 96.6 | % | ||||||||||
| Shady Lane Oaks | Clearwater | FL | MH | 31 | 249 | 249 | 97.6 | % | ||||||||||
| Shady Lane Village | Clearwater | FL | MH | 19 | 156 | 156 | 95.5 | % | ||||||||||
| Hillcrest | Clearwater | FL | MH | 25 | 278 | 278 | 96.4 | % | ||||||||||
| Holiday Ranch | Clearwater | FL | MH | 12 | 150 | 150 | 97.3 | % | ||||||||||
| Silk Oak | Clearwater | FL | MH | 19 | 181 | 181 | 95.6 | % | ||||||||||
| Glen Ellen | Clearwater | FL | MH | 12 | 106 | 106 | 91.5 | % | ||||||||||
| Encore Super Park(Crystal Isles) | Crystal River | FL | RV | 38 | 260 | 83 | 100.0 | % | ||||||||||
| Lake Haven | Dunedin | FL | MH | 48 | 379 | 379 | 97.9 | % | ||||||||||
| Colony Cove | Ellenton | FL | MH | 538 | 36 | 2,206 | 2,206 | 98.0 | % | |||||||||
| Ridgewood Estates | Ellenton | FL | MH | 77 | 380 | 380 | 100.0 | % | ||||||||||
| Fort Myers Beach Resort | Fort Myers | FL | RV | 31 | 306 | 116 | 100.0 | % | ||||||||||
| Sunburst RV Park(Gulf Air Travel) | Fort Myers Beach | FL | RV | 25 | 246 | 157 | 100.0 | % | ||||||||||
| Sunburst RV Park(Barrington Hills) | Hudson | FL | RV | 28 | 392 | 244 | 100.0 | % | ||||||||||
| Sunburst RV Park(Vacation Village) | Largo | FL | RV | 29 | 293 | 179 | 100.0 | % | ||||||||||
| Eldorado Village | Largo | FL | MH | 25 | 227 | 227 | 99.1 | % | ||||||||||
| Whispering Pines - Largo | Largo | FL | MH | 55 | 393 | 393 | 91.1 | % | ||||||||||
| Paradise Park - Largo (c) | Largo | FL | MH | 15 | 108 | 108 | 99.1 | % | ||||||||||
| East Bay Oaks | Largo | FL | MH | 40 | 328 | 328 | 99.4 | % | ||||||||||
| Down Yonder | Largo | FL | MH | 50 | 361 | 361 | 99.7 | % | ||||||||||
| Shangri La | Largo | FL | MH | 14 | 160 | 160 | 93.8 | % | ||||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Silk Oak Lodge | Clearwater | FL | MH | 19 | 181 | 181 | 93.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cortez Village Marina | Cortez | FL | Marina | 4 | 353 | 319 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Crystal Isles | Crystal River | FL | RV | 38 | 1 | 260 | 85 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Haven | Dunedin | FL | MH | 48 | 379 | 379 | 98.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Marker 1 Marina | Dunedin | FL | Marina | 11 | 477 | 371 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Colony Cove | Ellenton | FL | MH | 543 | 5 | 2,404 | 2,404 | 93.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| The Oaks at Colony Cove | Ellenton | FL | MH | (f) | 93 | 93 | 80.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ridgewood Estates | Ellenton | FL | MH | 77 | 380 | 380 | 99.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fort Myers Beach | Fort Myers | FL | RV | 37 | 6 | 292 | 96 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Fish Tale Marina | Fort Myers Beach | FL | Marina | 8 | 296 | 241 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gulf Air | Fort Myers Beach | FL | RV | 25 | 246 | 44 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Holiday Travel Park | Holiday | FL | RV | 45 | 613 | 510 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Barrington Hills | Hudson | FL | RV | 28 | 392 | 275 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Down Yonder | Largo | FL | MH | 50 | 361 | 361 | 99.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| East Bay Oaks | Largo | FL | MH | 40 | 328 | 328 | 98.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eldorado Village | Largo | FL | MH | 25 | 227 | 227 | 99.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Paradise Park - Largo | Largo | FL | MH | 15 | 108 | 108 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shangri-La Mobile Home Park | Largo | FL | MH | 14 | 160 | 160 | 93.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vacation Village | Largo | FL | RV | 29 | 293 | 170 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Whispering Pines - Largo | Largo | FL | MH | 55 | 393 | 393 | 97.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiesta Key | Long Key | FL | RV | 28 | 373 | 13 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Winter Quarters Pasco | Lutz | FL | RV | 27 | 255 | 200 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Country Place | New Port Richey | FL | MH | 82 | 515 | 515 | 99.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hacienda Village | New Port Richey | FL | MH | 66 | 505 | 505 | 98.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Harbor View Mobile Manor | New Port Richey | FL | MH | 69 | 471 | 471 | 99.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bay Lake Estates | Nokomis | FL | MH | 34 | 228 | 228 | 96.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Village | Nokomis | FL | MH | 105 | 40 | 391 | 391 | 96.7% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Royal Coachman | Nokomis | FL | RV | 111 | 2 | 546 | 505 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Buccaneer Estates | North Fort Myers | FL | MH | 223 | 39 | 971 | 971 | 95.4% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Island Vista Estates | North Fort Myers | FL | MH | 121 | 616 | 616 | 85.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Fairways | North Fort Myers | FL | MH | 259 | 896 | 896 | 99.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pine Lakes | North Fort Myers | FL | MH | 397 | 61 | 602 | 602 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Pioneer Village | North Fort Myers | FL | RV | 90 | 733 | 415 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunseekers RV Resort | North Fort Myers | FL | RV | 16 | 241 | 160 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Heritage | North Fort Myers | FL | MH | 214 | 6 | 449 | 449 | 99.8% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Windmill Village - N. Ft. Myers | North Fort Myers | FL | MH | 69 | 491 | 491 | 90.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Silver Dollar Golf & Trap Club Resort | Odessa | FL | RV | 836 | 459 | 382 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Terra Ceia | Palmetto | FL | RV | 50 | 32 | 203 | 149 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Arbors at Countrywood | Plant City | FL | MH | (f) | 62 | 62 | 59.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lakes at Countrywood | Plant City | FL | MH | 122 | 10 | 424 | 424 | 96.9% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Meadows at Countrywood | Plant City | FL | MH | 140 | 737 | 737 | 99.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
31
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Fiesta Key (g) | Long Key | FL | RV | 28 | 324 | 13 | 100.0 | % | ||||||||||
| Encore RV Park(Pasco) | Lutz | FL | RV | 27 | 255 | 210 | 100.0 | % | ||||||||||
| Sunburst RV Park(Pioneer Village) | N. Ft. Myers | FL | RV | 90 | 733 | 381 | 100.0 | % | ||||||||||
| Island Vista MHC | N. Ft. Myers | FL | MH | 121 | 616 | 616 | 76.8 | % | ||||||||||
| Windmill Village - Ft. Myers | N. Ft. Myers | FL | MH | 69 | 491 | 491 | 93.1 | % | ||||||||||
| The Heritage | N. Ft. Myers | FL | MH | 214 | 22 | 453 | 453 | 99.1 | % | |||||||||
| Pine Lakes | N. Ft. Myers | FL | MH | 314 | 584 | 584 | 100.0 | % | ||||||||||
| Lake Fairways | N. Ft. Myers | FL | MH | 259 | 896 | 896 | 100.0 | % | ||||||||||
| Buccaneer | N. Ft. Myers | FL | MH | 223 | 39 | 971 | 971 | 99.8 | % | |||||||||
| Country Place | New Port Richey | FL | MH | 82 | 515 | 515 | 100.0 | % | ||||||||||
| Hacienda Village | New Port Richey | FL | MH | 66 | 505 | 505 | 99.8 | % | ||||||||||
| Harbor View | New Port Richey | FL | MH | 69 | 471 | 471 | 97.7 | % | ||||||||||
| Encore Super Park(Royal Coachman-Sarasota South) | Nokomis | FL | RV | 111 | 546 | 452 | 100.0 | % | ||||||||||
| Lake Village | Nokomis | FL | MH | 65 | 391 | 391 | 99.7 | % | ||||||||||
| Bay Lake Estates | Nokomis | FL | MH | 34 | 228 | 228 | 96.9 | % | ||||||||||
| Silver Dollar Resort | Odessa | FL | RV | 412 | 459 | 383 | 100.0 | % | ||||||||||
| Terra Ceia | Palmetto | FL | RV | 18 | 203 | 157 | 100.0 | % | ||||||||||
| The Meadows at Countrywood | Plant City | FL | MH | 140 | 13 | 737 | 737 | 96.4 | % | |||||||||
| The Arbors at Countrywood | Plant City | FL | MH | (e) | 62 | 62 | — | % | ||||||||||
| The Oaks at Countrywood | Plant City | FL | MH | 44 | 168 | 168 | 83.9 | % | ||||||||||
| The Lakes at Countrywood | Plant City | FL | MH | 122 | 424 | 424 | 94.8 | % | ||||||||||
| Encore Super Park(Harbor Lakes) | Port Charlotte | FL | RV | 80 | 528 | 338 | 100.0 | % | ||||||||||
| Encore RV Park(Gulf View) | Punta Gorda | FL | RV | 78 | 206 | 79 | 100.0 | % | ||||||||||
| Tropical Palms MHC | Punta Gorda | FL | MH | 50 | 294 | 294 | 90.8 | % | ||||||||||
| Emerald Lake | Punta Gorda | FL | MH | 28 | 201 | 201 | 100.0 | % | ||||||||||
| Winds of St Armands North | Sarasota | FL | MH | 74 | 471 | 471 | 99.8 | % | ||||||||||
| Winds of St Armands South | Sarasota | FL | MH | 61 | 306 | 306 | 99.7 | % | ||||||||||
| Topics RV | Spring Hill | FL | RV | 35 | 230 | 174 | 100.0 | % | ||||||||||
| Pine Island RV Resort | St. James City | FL | RV | 31 | 363 | 96 | 100.0 | % | ||||||||||
| Carefree Village | Tampa | FL | MH | 58 | 397 | 397 | 98.2 | % | ||||||||||
| Tarpon Glen | Tarpon Springs | FL | MH | 24 | 169 | 169 | 91.1 | % | ||||||||||
| Featherock | Valrico | FL | MH | 84 | 521 | 521 | 100.0 | % | ||||||||||
| Ramblers Rest | Venice | FL | RV | 117 | 647 | 395 | 100.0 | % | ||||||||||
| Bay Indies | Venice | FL | MH | 210 | 1,309 | 1,309 | 99.8 | % | ||||||||||
| Peace River | Wauchula | FL | RV | 72 | 38 | 454 | 41 | 100.0 | % | |||||||||
| Crystal Lakes-Zephyrhills | Zephyrhills | FL | MH | 147 | 52 | 315 | 315 | 100.0 | % | |||||||||
| Forest Lake Estates | Zephyrhills | FL | MH | 164 | 894 | 894 | 99.8 | % | ||||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Oaks at Countrywood | Plant City | FL | MH | 44 | 168 | 168 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Harbor Lakes | Port Charlotte | FL | RV | 80 | 528 | 383 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Emerald Lake | Punta Gorda | FL | MH | 28 | 201 | 201 | 99.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gulf View | Punta Gorda | FL | RV | 78 | 206 | 94 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tropical Palms MH | Punta Gorda | FL | MH | 50 | 2 | 294 | 294 | 98.6% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Kingswood | Riverview | FL | MH | 52 | 229 | 229 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Winds of St. Armands North | Sarasota | FL | MH | 74 | 471 | 471 | 99.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Winds of St. Armands South | Sarasota | FL | MH | 90 | 4 | 360 | 360 | 90.8% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Topics RV Resort | Spring Hill | FL | RV | 35 | 230 | 167 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pine Island | St. James City | FL | RV | 31 | 363 | 84 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Carefree Village | Tampa | FL | MH | 58 | 398 | 398 | 98.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tarpon Glen | Tarpon Springs | FL | MH | 24 | 168 | 168 | 99.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Featherock | Valrico | FL | MH | 84 | 521 | 521 | 99.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bay Indies | Venice | FL | MH | 210 | 1,309 | 1,309 | 96.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ramblers Rest RV Resort | Venice | FL | RV | 117 | 647 | 353 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Peace River | Wauchula | FL | RV | 72 | 454 | 36 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Crystal Lake Zephyrhills | Zephyrhills | FL | MH | 147 | 518 | 518 | 77.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forest Lake Estates MH | Zephyrhills | FL | MH | 191 | 67 | 929 | 929 | 97.6% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Forest Lake Village RV | Zephyrhills | FL | RV | 42 | 274 | 177 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sixth Avenue | Zephyrhills | FL | MH | 14 | 133 | 133 | 82.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | Multiple | FL | MH | 7 | 133 | 133 | 22.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Florida Market | 13,308 | 1,290 | 64,039 | 52,737 | 95.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| California | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Northern California: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Monte del Lago | Castroville | CA | MH | 54 | 310 | 310 | 99.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Colony Park | Ceres | CA | MH | 20 | 186 | 186 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Russian River | Cloverdale | CA | RV | 41 | 135 | 5 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Snowflower (g) | Emigrant Gap | CA | RV | 612 | 268 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Four Seasons | Fresno | CA | MH | 40 | 242 | 242 | 97.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Yosemite Lakes (g) | Groveland | CA | RV | 403 | 30 | 299 | — | —% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Tahoe Valley (e) (g) | Lake Tahoe | CA | RV | 86 | 413 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sea Oaks | Los Osos | CA | MH | 18 | 1 | 125 | 125 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Ponderosa Resort | Lotus | CA | RV | 22 | 170 | 3 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Turtle Beach | Manteca | CA | RV | 39 | 79 | 23 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Marina Dunes RV Resort (g) | Marina | CA | RV | 6 | 96 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coralwood (e) | Modesto | CA | MH | 22 | 194 | 194 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Minden | Nicolaus | CA | RV | 165 | 82 | 323 | 10 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Oceanside RV Resort (c) (g) | Oceanside | CA | RV | 8 | 139 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake of the Springs | Oregon House | CA | RV | 954 | 507 | 541 | 48 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Concord Cascade | Pacheco | CA | MH | 31 | 283 | 283 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
32
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Forest Lake Estates RV | Zephyrhills | FL | RV | 42 | 12 | 274 | 185 | 100.0 | % | |||||||||
| Sixth Avenue | Zephyrhills | FL | MH | 14 | 140 | 140 | 79.3 | % | ||||||||||
| Total Florida Market | 10,415 | 528 | 53,939 | 44,314 | 95.6 | % | ||||||||||||
| California | ||||||||||||||||||
| Northern California: | ||||||||||||||||||
| Monte del Lago | Castroville | CA | MH | 54 | 310 | 310 | 99.4 | % | ||||||||||
| Colony Park | Ceres | CA | MH | 20 | 186 | 186 | 97.8 | % | ||||||||||
| Russian River Campground | Cloverdale | CA | RV | 41 | 135 | 3 | 100.0 | % | ||||||||||
| Snowflower (f) | Emigrant Gap | CA | RV | 612 | 200 | 268 | — | — | % | |||||||||
| Four Seasons | Fresno | CA | MH | 40 | 242 | 242 | 88.0 | % | ||||||||||
| Yosemite Lakes | Groveland | CA | RV | 403 | 30 | 299 | 3 | 100.0 | % | |||||||||
| Tahoe Valley (d) (f) | Lake Tahoe | CA | RV | 86 | 20 | 413 | — | — | % | |||||||||
| Sea Oaks | Los Osos | CA | MH | 18 | 1 | 125 | 125 | 100.0 | % | |||||||||
| Ponderosa (d) | Lotus | CA | RV | 22 | 170 | 14 | 100.0 | % | ||||||||||
| Turtle Beach (g) | Manteca | CA | RV | 39 | 79 | — | — | % | ||||||||||
| Coralwood (d) | Modesto | CA | MH | 22 | 194 | 194 | 98.5 | % | ||||||||||
| Lake Minden | Nicolaus | CA | RV | 165 | 82 | 323 | 9 | 100.0 | % | |||||||||
| Lake of the Springs | Oregon House | CA | RV | 954 | 507 | 541 | 73 | 100.0 | % | |||||||||
| Concord Cascade | Pacheco | CA | MH | 31 | 283 | 283 | 100.0 | % | ||||||||||
| San Francisco RV (f) | Pacifica | CA | RV | 12 | 122 | — | — | % | ||||||||||
| Quail Meadows | Riverbank | CA | MH | 20 | 146 | 146 | 99.3 | % | ||||||||||
| California Hawaiian | San Jose | CA | MH | 50 | 418 | 418 | 100.0 | % | ||||||||||
| Westwinds (4 Properties) (d) | San Jose | CA | MH | 88 | 723 | 723 | 100.0 | % | ||||||||||
| Sunshadow (d) | San Jose | CA | MH | 30 | 121 | 121 | 100.0 | % | ||||||||||
| Village of the Four Seasons | San Jose | CA | MH | 30 | 271 | 271 | 100.0 | % | ||||||||||
| Laguna Lake | San Luis Obispo | CA | MH | 100 | 300 | 300 | 100.0 | % | ||||||||||
| Contempo Marin | San Rafael | CA | MH | 63 | 396 | 396 | 99.7 | % | ||||||||||
| De Anza Santa Cruz | Santa Cruz | CA | MH | 30 | 198 | 198 | 98.5 | % | ||||||||||
| Santa Cruz Ranch RV Resort (f) | Scotts Valley | CA | RV | 7 | 106 | — | — | % | ||||||||||
| Royal Oaks | Visalia | CA | MH | 20 | 149 | 149 | 81.2 | % | ||||||||||
| Southern California: | ||||||||||||||||||
| Soledad Canyon | Acton | CA | RV | 273 | 1,251 | 30 | 100.0 | % | ||||||||||
| Los Ranchos | Apple Valley | CA | MH | 30 | 389 | 389 | 97.9 | % | ||||||||||
| Date Palm Country Club (d) | Cathedral City | CA | MH | 232 | 3 | 538 | 538 | 98.7 | % | |||||||||
| Date Palm RV | Cathedral City | CA | RV | (e) | 140 | 14 | 100.0 | % | ||||||||||
| Oakzanita | Descanso | CA | RV | 145 | 5 | 146 | 25 | 100.0 | % | |||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| San Francisco RV (g) | Pacifica | CA | RV | 12 | 122 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Quail Meadows | Riverbank | CA | MH | 20 | 146 | 146 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| California Hawaiian | San Jose | CA | MH | 50 | 418 | 418 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunshadow | San Jose | CA | MH | 30 | 121 | 121 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Village of the Four Seasons | San Jose | CA | MH | 30 | 271 | 271 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Laguna Lake | San Luis Obispo | CA | MH | 100 | 300 | 300 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contempo Marin | San Rafael | CA | MH | 63 | 1 | 396 | 396 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| De Anza Santa Cruz | Santa Cruz | CA | MH | 30 | 198 | 198 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Santa Cruz Ranch (g) | Scotts Valley | CA | RV | 7 | 106 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Royal Oaks | Visalia | CA | MH | 20 | 149 | 149 | 94.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pilot Knob RV Resort (c) (g) | Winterhaven | CA | RV | 23 | 247 | 0 | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southern California: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Soledad Canyon | Acton | CA | RV | 273 | 1,251 | 2 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Los Ranchos | Apple Valley | CA | MH | 30 | 389 | 389 | 97.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Date Palm Country Club (e) | Cathedral City | CA | MH | 232 | 3 | 538 | 538 | 98.9% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Palm Springs Oasis RV Resort | Cathedral City | CA | RV | (f) | 140 | 29 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oakzanita Springs | Descanso | CA | RV | 145 | 5 | 146 | 23 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Rancho Mesa | El Cajon | CA | MH | 20 | 158 | 158 | 99.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rancho Valley | El Cajon | CA | MH | 19 | 140 | 140 | 99.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Royal Holiday | Hemet | CA | MH | 22 | 198 | 198 | 76.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Idyllwild | Idyllwild-Pine Cove | CA | RV | 191 | 287 | 51 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pio Pico | Jamul | CA | RV | 176 | 10 | 512 | 73 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Wilderness Lakes | Menifee | CA | RV | 73 | 529 | 52 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Morgan Hill | Morgan Hill | CA | RV | 69 | 6 | 339 | 1 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Pacific Dunes Ranch (g) | Oceana | CA | RV | 48 | 215 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Benito | Paicines | CA | RV | 199 | 23 | 523 | 19 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Palm Springs | Palm Desert | CA | RV | 35 | 401 | 18 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Las Palmas Estates | Rialto | CA | MH | 18 | 136 | 136 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Parque La Quinta | Rialto | CA | MH | 19 | 166 | 166 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rancho Oso | Santa Barbara | CA | RV | 310 | 40 | 187 | 19 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Meadowbrook | Santee | CA | MH | 43 | 338 | 338 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lamplighter Village | Spring Valley | CA | MH | 32 | 270 | 270 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Santiago Estates | Sylmar | CA | MH | 113 | 9 | 300 | 300 | 99.7% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total California Market | 4,973 | 717 | 13,440 | 6,348 | 98.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Arizona: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Apache East | Apache Junction | AZ | MH | 17 | 123 | 123 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Countryside RV | Apache Junction | AZ | RV | 53 | 560 | 298 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Denali Park | Apache Junction | AZ | MH | 33 | 5 | 162 | 162 | 98.8% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Dolce Vita | Apache Junction | AZ | MH | 132 | 40 | 480 | 480 | 90.8% | |||||||||||||||||||||||||||||||||||||||||||||||||||
33
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Rancho Mesa | El Cajon | CA | MH | 20 | 158 | 158 | 98.7 | % | ||||||||||
| Rancho Valley | El Cajon | CA | MH | 19 | 140 | 140 | 100.0 | % | ||||||||||
| Royal Holiday | Hemet | CA | MH | 22 | 198 | 198 | 63.1 | % | ||||||||||
| Idyllwild | Idyllwild | CA | RV | 191 | 287 | 53 | 100.0 | % | ||||||||||
| Pio Pico | Jamul | CA | RV | 176 | 10 | 512 | 90 | 100.0 | % | |||||||||
| Wilderness Lakes Campground | Menifee | CA | RV | 73 | 529 | 53 | 100.0 | % | ||||||||||
| Morgan Hill Campground | Morgan Hill | CA | RV | 62 | 339 | 11 | 100.0 | % | ||||||||||
| Pacific Dunes Ranch (f) | Oceana | CA | RV | 48 | 215 | — | — | % | ||||||||||
| San Benito Campground | Paicines | CA | RV | 199 | 23 | 523 | 57 | 100.0 | % | |||||||||
| Palm Springs | Palm Desert | CA | RV | 35 | 401 | 18 | 100.0 | % | ||||||||||
| Las Palmas | Rialto | CA | MH | 18 | 136 | 136 | 100.0 | % | ||||||||||
| Parque La Quinta | Rialto | CA | MH | 19 | 166 | 166 | 100.0 | % | ||||||||||
| Rancho Oso | Santa Barbara | CA | RV | 310 | 40 | 187 | 21 | 100.0 | % | |||||||||
| Meadowbrook | Santee | CA | MH | 43 | 338 | 338 | 100.0 | % | ||||||||||
| Lamplighter | Spring Valley | CA | MH | 32 | 270 | 270 | 98.5 | % | ||||||||||
| Santiago Estates | Sylmar | CA | MH | 113 | 9 | 300 | 300 | 100.0 | % | |||||||||
| Total California Market: | 5,017 | 930 | 13,681 | 7,169 | 97.7 | % | ||||||||||||
| Arizona: | ||||||||||||||||||
| Apache East | Apache Junction | AZ | MH | 17 | 123 | 123 | 100.0 | % | ||||||||||
| Countryside RV | Apache Junction | AZ | RV | 53 | 560 | 283 | 100.0 | % | ||||||||||
| Denali Park | Apache Junction | AZ | MH | 33 | 163 | 163 | 99.4 | % | ||||||||||
| Golden Sun RV | Apache Junction | AZ | RV | 33 | 329 | 197 | 100.0 | % | ||||||||||
| Valley Vista | Benson | AZ | RV | 6 | 145 | 6 | 100.0 | % | ||||||||||
| Casita Verde RV Resort | Casa Grande | AZ | RV | 14 | 192 | 93 | 100.0 | % | ||||||||||
| Fiesta Grande RV Resort | Casa Grande | AZ | RV | 77 | 767 | 519 | 100.0 | % | ||||||||||
| Foothills West RV Resort | Casa Grande | AZ | RV | 16 | 188 | 124 | 100.0 | % | ||||||||||
| Sunshine Valley | Chandler | AZ | MH | 55 | 381 | 381 | 95.8 | % | ||||||||||
| Verde Valley Campground | Cottonwood | AZ | RV | 273 | 129 | 352 | 92 | 100.0 | % | |||||||||
| Casa del Sol East II | Glendale | AZ | MH | 29 | 239 | 239 | 96.7 | % | ||||||||||
| Casa del Sol East III | Glendale | AZ | MH | 28 | 236 | 236 | 97.0 | % | ||||||||||
| Palm Shadows | Glendale | AZ | MH | 33 | 293 | 293 | 93.5 | % | ||||||||||
| Hacienda De Valencia | Mesa | AZ | MH | 51 | 364 | 364 | 98.9 | % | ||||||||||
| The Highlands at Brentwood | Mesa | AZ | MH | 45 | 268 | 268 | 98.9 | % | ||||||||||
| Mesa Spirit | Mesa | AZ | RV | 90 | 1,600 | 713 | 100.0 | % | ||||||||||
| Monte Vista | Mesa | AZ | RV | 142 | 38 | 947 | 753 | 100.0 | % | |||||||||
| Seyenna Vistas (The Mark) | Mesa | AZ | MH | 60 | 4 | 407 | 407 | 99.8 | % | |||||||||
| Viewpoint | Mesa | AZ | RV | 332 | 15 | 2,188 | 1,706 | 100.0 | % | |||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Golden Sun RV | Apache Junction | AZ | RV | 33 | 329 | 214 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meridian RV Resort | Apache Junction | AZ | RV | 15 | 264 | 75 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Valley Vista | Benson | AZ | RV | 6 | 145 | 9 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casita Verde | Casa Grande | AZ | RV | 14 | 192 | 91 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fiesta Grande | Casa Grande | AZ | RV | 77 | 767 | 564 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foothills West | Casa Grande | AZ | RV | 16 | 188 | 123 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunshine Valley | Chandler | AZ | MH | 55 | 381 | 381 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Verde Valley | Cottonwood | AZ | RV | 273 | 178 | 414 | 130 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Casa del Sol East II | Glendale | AZ | MH | 29 | 239 | 239 | 97.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casa del Sol East III | Glendale | AZ | MH | 28 | 236 | 236 | 97.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Palm Shadows | Glendale | AZ | MH | 33 | 293 | 293 | 92.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hacienda De Valencia | Mesa | AZ | MH | 51 | 363 | 363 | 99.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mesa Spirit | Mesa | AZ | RV | 90 | 1,600 | 833 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Monte Vista Resort | Mesa | AZ | RV | 142 | 1,345 | 920 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Seyenna Vistas | Mesa | AZ | MH | 60 | 4 | 407 | 407 | 99.3% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| The Highlands at Brentwood | Mesa | AZ | MH | 45 | 268 | 268 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| ViewPoint RV & Golf Resort | Mesa | AZ | RV | 332 | 2,414 | 1,989 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Apollo Village | Peoria | AZ | MH | 29 | 3 | 238 | 238 | 95.4% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Casa del Sol West | Peoria | AZ | MH | 31 | 245 | 245 | 97.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Carefree Manor | Phoenix | AZ | MH | 16 | 130 | 130 | 96.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Central Park | Phoenix | AZ | MH | 37 | 293 | 293 | 97.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Desert Skies | Phoenix | AZ | MH | 24 | 166 | 166 | 98.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunrise Heights | Phoenix | AZ | MH | 28 | 199 | 199 | 96.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Whispering Palms | Phoenix | AZ | MH | 15 | 116 | 116 | 97.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Desert Vista (g) | Salome | AZ | RV | 10 | 125 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sedona Shadows | Sedona | AZ | MH | 48 | 210 | 210 | 93.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Venture In | Show Low | AZ | RV | 26 | 389 | 274 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Paradise | Sun City | AZ | RV | 80 | 950 | 775 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Meadows AZ | Tempe | AZ | MH | 60 | 390 | 390 | 98.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fairview Manor | Tucson | AZ | MH | 28 | 235 | 235 | 96.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Voyager RV Resort | Tucson | AZ | RV | 35 | 1,801 | 1,086 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Voyager Land | Tucson | AZ | RV | 64 | 41 | — | — | —% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Westpark | Wickenburg | AZ | MH | 48 | 273 | 273 | 86.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Araby Acres | Yuma | AZ | RV | 25 | 3 | 337 | 259 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cactus Gardens | Yuma | AZ | RV | 43 | 430 | 227 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capri | Yuma | AZ | RV | 20 | 303 | 147 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Desert Paradise | Yuma | AZ | RV | 26 | 260 | 89 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foothill Village | Yuma | AZ | RV | 18 | 180 | 23 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mesa Verde RV | Yuma | AZ | RV | 28 | 345 | 262 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Suni Sands | Yuma | AZ | RV | 34 | 336 | 143 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Arizona Market | 2,307 | 274 | 19,121 | 13,978 | 98.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
34
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Apollo Village | Peoria | AZ | MH | 29 | 3 | 238 | 238 | 96.6 | % | |||||||||
| Casa del Sol West I | Peoria | AZ | MH | 31 | 245 | 245 | 100.0 | % | ||||||||||
| Carefree Manor | Phoenix | AZ | MH | 16 | 130 | 130 | 99.2 | % | ||||||||||
| Central Park | Phoenix | AZ | MH | 37 | 293 | 293 | 97.6 | % | ||||||||||
| Desert Skies | Phoenix | AZ | MH | 24 | 166 | 166 | 99.4 | % | ||||||||||
| Sunrise Heights | Phoenix | AZ | MH | 28 | 199 | 199 | 97.0 | % | ||||||||||
| Whispering Palms | Phoenix | AZ | MH | 15 | 116 | 116 | 96.6 | % | ||||||||||
| Desert Vista (f) | Salome | AZ | RV | 10 | 125 | — | — | % | ||||||||||
| Sedona Shadows | Sedona | AZ | MH | 48 | 6 | 198 | 198 | 99.0 | % | |||||||||
| Venture In RV Resort | Show Low | AZ | RV | 26 | 389 | 271 | 100.0 | % | ||||||||||
| Paradise | Sun City | AZ | RV | 80 | 950 | 737 | 100.0 | % | ||||||||||
| The Meadows | Tempe | AZ | MH | 60 | 390 | 390 | 98.7 | % | ||||||||||
| Fairview Manor | Tucson | AZ | MH | 28 | 235 | 235 | 100.0 | % | ||||||||||
| Westpark | Wickenburg | AZ | MH | 48 | 7 | 231 | 231 | 97.4 | % | |||||||||
| Araby | Yuma | AZ | RV | 25 | 337 | 294 | 100.0 | % | ||||||||||
| Cactus Gardens | Yuma | AZ | RV | 43 | 430 | 256 | 100.0 | % | ||||||||||
| Capri RV Park | Yuma | AZ | RV | 20 | 303 | 209 | 100.0 | % | ||||||||||
| Desert Paradise | Yuma | AZ | RV | 26 | 260 | 110 | 100.0 | % | ||||||||||
| Foothill | Yuma | AZ | RV | 18 | 180 | 63 | 100.0 | % | ||||||||||
| Mesa Verde | Yuma | AZ | RV | 28 | 345 | 284 | 100.0 | % | ||||||||||
| Suni Sands | Yuma | AZ | RV | 34 | 336 | 174 | 100.0 | % | ||||||||||
| Total Arizona Market: | 2,061 | 202 | 15,838 | 11,799 | 99.2 | % | ||||||||||||
| Colorado: | ||||||||||||||||||
| Hillcrest Village | Aurora | CO | MH | 72 | 602 | 602 | 99.2 | % | ||||||||||
| Cimarron Village | Broomfield | CO | MH | 50 | 327 | 327 | 99.7 | % | ||||||||||
| Holiday Village CO | Co. Springs | CO | MH | 38 | 240 | 240 | 94.6 | % | ||||||||||
| Holiday Hills | Denver | CO | MH | 99 | 736 | 736 | 94.7 | % | ||||||||||
| Golden Terrace | Golden | CO | MH | 32 | 263 | 263 | 99.6 | % | ||||||||||
| Golden Terrace West | Golden | CO | MH | 39 | 7 | 311 | 311 | 98.4 | % | |||||||||
| Golden Terrace South | Golden | CO | MH | 15 | 80 | 80 | 96.3 | % | ||||||||||
| Golden Terrace South RV (f) | Golden | CO | RV | (e) | 80 | — | — | % | ||||||||||
| Pueblo Grande | Pueblo | CO | MH | 33 | 252 | 252 | 60.3 | % | ||||||||||
| Bear Creek | Sheridan | CO | MH | 12 | 121 | 121 | 95.9 | % | ||||||||||
| Woodland Hills | Thornton | CO | MH | 55 | 434 | 434 | 99.3 | % | ||||||||||
| Total Colorado Market | 445 | 7 | 3,446 | 3,366 | 94.8 | % | ||||||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Colorado: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hillcrest Village CO | Aurora | CO | MH | 72 | 602 | 602 | 99.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cimarron Village | Broomfield | CO | MH | 50 | 327 | 327 | 99.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Holiday Village CO | Colorado Springs | CO | MH | 38 | 240 | 240 | 96.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bear Creek Village | Denver | CO | MH | 12 | 121 | 121 | 97.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Holiday Hills Village | Denver | CO | MH | 99 | 736 | 736 | 97.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Golden Terrace | Golden | CO | MH | 32 | 263 | 263 | 98.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Golden Terrace South | Golden | CO | MH | 15 | 80 | 80 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Golden Terrace South RV (g) | Golden | CO | RV | (f) | 80 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Golden Terrace West | Golden | CO | MH | 39 | 311 | 311 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Blue Mesa Recreational Ranch (c) (g) | Gunnison | CO | RV | — | 385 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pueblo Grande | Pueblo | CO | MH | 33 | 250 | 250 | 97.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Woodland Hills | Thornton | CO | MH | 55 | 434 | 434 | 99.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Colorado Market | 445 | — | 3,829 | 3,364 | 98.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Northeast: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stonegate Manor | North Windham | CT | MH | 114 | 372 | 372 | 90.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Waterford Estates | Bear | DE | MH | 159 | 2 | 731 | 731 | 99.5% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| McNicol Place | Lewes | DE | MH | 25 | 93 | 93 | 98.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Whispering Pines | Lewes | DE | MH | 67 | 2 | 393 | 393 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Mariner's Cove | Millsboro | DE | MH | 101 | 374 | 374 | 99.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sweetbriar | Millsboro | DE | MH | 38 | 146 | 146 | 95.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aspen Meadows | Rehoboth Beach | DE | MH | 46 | 200 | 200 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Camelot Meadows | Rehoboth Beach | DE | MH | 61 | 301 | 301 | 99.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gateway to Cape Cod | Rochester | MA | RV | 80 | 25 | 194 | 74 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Hillcrest MA | Rockland | MA | MH | 19 | 79 | 79 | 91.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Glen | Rockland | MA | MH | 24 | 36 | 36 | 97.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Old Chatham | South Dennis | MA | RV | 47 | 312 | 269 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sturbridge | Sturbridge | MA | RV | 223 | 125 | 155 | 96 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Fernwood | Capitol Heights | MD | MH | 40 | 6 | 329 | 329 | 97.6% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Williams Estates/Peppermint Woods | Middle River | MD | MH | 121 | 803 | 803 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mt. Desert Narrows | Bar Harbor | ME | RV | 90 | 12 | 206 | — | —% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Patten Pond | Ellsworth | ME | RV | 81 | 60 | 137 | 18 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Pinehirst | Old Orchard Beach | ME | RV | 58 | 550 | 438 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Narrows Too | Trenton | ME | RV | 42 | 8 | 207 | 18 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Moody Beach | Wells | ME | RV | 48 | 274 | 114 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sandy Beach | Contoocook | NH | RV | 40 | 190 | 119 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pine Acres | Raymond | NH | RV | 100 | 421 | 272 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tuxbury Resort | South Hampton | NH | RV | 193 | 100 | 305 | 234 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| King Nummy | Cape May Court House | NJ | RV | 83 | 313 | 255 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
35
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Northeast: | ||||||||||||||||||
| Stonegate Manor | North Windham | CT | MH | 114 | 372 | 372 | 94.6 | % | ||||||||||
| Waterford Estates | Bear | DE | MH | 159 | 731 | 731 | 96.9 | % | ||||||||||
| McNicol | Lewes | DE | MH | 25 | 93 | 93 | 100.0 | % | ||||||||||
| Whispering Pines | Lewes | DE | MH | 67 | 2 | 393 | 393 | 93.6 | % | |||||||||
| Mariners Cove | Millsboro | DE | MH | 101 | 374 | 374 | 94.4 | % | ||||||||||
| Sweetbriar | Millsboro | DE | MH | 38 | 146 | 146 | 92.5 | % | ||||||||||
| Aspen Meadows | Rehoboth Beach | DE | MH | 46 | 200 | 200 | 100.0 | % | ||||||||||
| Camelot Meadows | Rehoboth Beach | DE | MH | 61 | 301 | 301 | 100.0 | % | ||||||||||
| Gateway to Cape Cod | Rochester | MA | RV | 80 | 194 | 67 | 100.0 | % | ||||||||||
| Hillcrest-MA | Rockland | MA | MH | 19 | 79 | 79 | 94.9 | % | ||||||||||
| The Glen | Rockland | MA | MH | 24 | 36 | 36 | 100.0 | % | ||||||||||
| Old Chatham Road RV Resort | South Dennis | MA | RV | 47 | 11 | 312 | 260 | 100.0 | % | |||||||||
| Sturbridge | Sturbridge | MA | RV | 223 | 155 | 91 | 100.0 | % | ||||||||||
| Fernwood | Capitol Heights | MD | MH | 40 | 329 | 329 | 99.7 | % | ||||||||||
| Williams Estates and Peppermint Woods | Middle River | MD | MH | 121 | 803 | 803 | 100.0 | % | ||||||||||
| Mount Desert Narrows | Bar Harbor | ME | RV | 90 | 12 | 206 | 9 | 100.0 | % | |||||||||
| Patten Pond | Ellsworth | ME | RV | 43 | 60 | 137 | 11 | 100.0 | % | |||||||||
| Pinehirst RV Resort | Old Orchard Beach | ME | RV | 58 | 550 | 484 | 100.0 | % | ||||||||||
| Narrows Too | Trenton | ME | RV | 42 | 207 | 7 | 100.0 | % | ||||||||||
| Moody Beach | Wells | ME | RV | 48 | 16 | 203 | 98 | 100.0 | % | |||||||||
| Sandy Beach RV Resort | Contoocook | NH | RV | 40 | 190 | 99 | 100.0 | % | ||||||||||
| Pine Acres | Raymond | NH | RV | 100 | 421 | 285 | 100.0 | % | ||||||||||
| Tuxbury Resort | South Hampton | NH | RV | 193 | 100 | 305 | 196 | 100.0 | % | |||||||||
| Mays Landing | Mays Landing | NJ | RV | 18 | 168 | 76 | 100.0 | % | ||||||||||
| Echo Farms | Ocean View | NJ | RV | 31 | 237 | 203 | 100.0 | % | ||||||||||
| Lake & Shore | Ocean View | NJ | RV | 162 | 401 | 282 | 100.0 | % | ||||||||||
| Chestnut Lake | Port Republic | NJ | RV | 32 | 185 | 46 | 100.0 | % | ||||||||||
| Sea Pines | Swainton | NJ | RV | 75 | 549 | 317 | 100.0 | % | ||||||||||
| Pine Ridge at Crestwood | Whiting | NJ | MH | 188 | 1,035 | 1,035 | 86.9 | % | ||||||||||
| Rondout Valley Resort | Accord | NY | RV | 184 | 94 | 398 | 109 | 100.0 | % | |||||||||
| Alpine Lake RV Resort | Corinth | NY | RV | 200 | 54 | 500 | 344 | 100.0 | % | |||||||||
| Lake George Escape Camping Resort | Lake George | NY | RV | 178 | 30 | 576 | 52 | 100.0 | % | |||||||||
| The Woodlands | Lockport | NY | MH | 225 | 1,182 | 1,182 | 90.6 | % | ||||||||||
| Greenwood Village | Manorville | NY | MH | 79 | 14 | 512 | 512 | 97.3 | % | |||||||||
| Brennan Beach RV Resort | Pulaski | NY | RV | 201 | 1,377 | 1,212 | 100.0 | % | ||||||||||
| Lake George Schroon Valley Resort | Warrensburg | NY | RV | 151 | 151 | 99 | 100.0 | % | ||||||||||
| Greenbriar Village | Bath | PA | MH | 63 | 319 | 319 | 100.0 | % | ||||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Acorn Campground | Green Creek | NJ | RV | 160 | 43 | 323 | 245 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Whippoorwill RV (c) | Marmora | NJ | RV | 39 | 288 | 231 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mays Landing Resort | Mays Landing | NJ | RV | 18 | 168 | 99 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Echo Farms | Ocean View | NJ | RV | 31 | 245 | 218 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake and Shore | Ocean View | NJ | RV | 162 | 401 | 287 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pine Haven | Ocean View | NJ | RV | 97 | 629 | 569 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chestnut Lake | Port Republic | NJ | RV | 32 | 185 | 48 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sea Pines | Swainton | NJ | RV | 75 | 32 | 549 | 327 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Pine Ridge at Crestwood | Whiting | NJ | MH | 188 | 1,035 | 1,035 | 90.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rondout Valley | Accord | NY | RV | 184 | 94 | 398 | 110 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Alpine Lake RV Resort | Corinth | NY | RV | 200 | 54 | 500 | 400 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake George Escape | Lake George | NY | RV | 178 | 576 | 151 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Woodlands | Lockport | NY | MH | 225 | 30 | 1,237 | 1,237 | 96.1% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Greenwood Village | Manorville | NY | MH | 79 | 512 | 512 | 99.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brennan Beach | Pulaski | NY | RV | 201 | 1,377 | 1,260 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake George Schroon Valley | Warrensburg | NY | RV | 151 | 151 | 108 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Greenbriar Village | Bath | PA | MH | 63 | 319 | 319 | 96.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sun Valley | Bowmansville | PA | RV | 86 | 3 | 265 | 217 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Green Acres | Breinigsville | PA | MH | 149 | 595 | 595 | 95.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gettysburg Farm | Dover | PA | RV | 124 | 62 | 265 | 91 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Timothy Lake North | East Stroudsburg | PA | RV | 93 | 323 | 98 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Timothy Lake South | East Stroudsburg | PA | RV | 65 | 327 | 139 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Drummer Boy | Gettysburg | PA | RV | 89 | 465 | 249 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Round Top | Gettysburg | PA | RV | 52 | 391 | 237 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Circle M | Lancaster | PA | RV | 103 | 7 | 426 | 103 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Hershey | Lebanon | PA | RV | 196 | 20 | 297 | 69 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Robin Hill | Lenhartsville | PA | RV | 44 | 4 | 270 | 149 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| PA Dutch County | Manheim | PA | RV | 102 | 60 | 269 | 106 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Spring Gulch | New Holland | PA | RV | 114 | 27 | 420 | 159 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Lil Wolf | Orefield | PA | MH | 56 | 269 | 269 | 96.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Scotrun | Scotrun | PA | RV | 63 | 6 | 178 | 108 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Appalachian RV | Shartlesville | PA | RV | 86 | 30 | 358 | 214 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Mountain View - PA | Walnutport | PA | MH | 45 | 1 | 187 | 187 | 92.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Timber Creek | Westerly | RI | RV | 108 | 364 | 364 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Northeast Market | 5,558 | 813 | 21,683 | 16,274 | 98.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southeast: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hidden Cove | Arley | AL | RV | 99 | 34 | 163 | 101 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Dale Hollow State Park Marina | Burkesville | KY | Marina | 33 | 198 | 198 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Diamond Caverns | Park City | KY | RV | 714 | 218 | 220 | 31 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Forest Lake | Advance | NC | RV | 306 | 20 | 394 | 209 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
36
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Sun Valley | Bowmansville | PA | RV | 86 | 3 | 265 | 173 | 100.0 | % | |||||||||
| Green Acres | Breinigsville | PA | MH | 149 | 595 | 595 | 97.0 | % | ||||||||||
| Gettysburg Farm | Dover | PA | RV | 124 | 265 | 81 | 100.0 | % | ||||||||||
| Timothy Lake North | East Stroudsburg | PA | RV | 93 | 323 | 110 | 100.0 | % | ||||||||||
| Timothy Lake South | East Stroudsburg | PA | RV | 65 | 327 | 146 | 100.0 | % | ||||||||||
| Circle M | Lancaster | PA | RV | 103 | 380 | 88 | 100.0 | % | ||||||||||
| Hershey Preserve | Lebanon | PA | RV | 196 | 20 | 297 | 58 | 100.0 | % | |||||||||
| Robin Hill | Lenhartsville | PA | RV | 44 | 270 | 149 | 100.0 | % | ||||||||||
| PA Dutch County | Manheim | PA | RV | 102 | 269 | 105 | 100.0 | % | ||||||||||
| Spring Gulch | New Holland | PA | RV | 114 | 420 | 145 | 100.0 | % | ||||||||||
| Lil Wolf | Orefield | PA | MH | 56 | 269 | 269 | 99.3 | % | ||||||||||
| Scotrun | Scotrun | PA | RV | 63 | 178 | 122 | 100.0 | % | ||||||||||
| Appalachian | Shartlesville | PA | RV | 86 | 30 | 358 | 207 | 100.0 | % | |||||||||
| Mountain View-PA | Walnuport | PA | MH | 45 | 189 | 189 | 92.6 | % | ||||||||||
| Total Northeast Market: | 4,892 | 446 | 18,732 | 13,689 | 97.1 | % | ||||||||||||
| Southeast: | ||||||||||||||||||
| Hidden Cove Outdoor Resort | Arley | AL | RV | 99 | 60 | 79 | 49 | 100.0 | % | |||||||||
| Diamond Caverns Resort & Golf Club | Park City | KY | RV | 714 | 350 | 220 | 21 | 100.0 | % | |||||||||
| Forest Lake | Advance | NC | RV | 306 | 81 | 305 | 181 | 100.0 | % | |||||||||
| Scenic MHC | Asheville | NC | MH | 27 | 203 | 203 | 93.6 | % | ||||||||||
| Waterway RV Resort | Cedar Point | NC | RV | 132 | 336 | 319 | 100.0 | % | ||||||||||
| Twin Lakes | Chocowinity | NC | RV | 1,077 | 400 | 419 | 379 | 100.0 | % | |||||||||
| Green Mountain Park | Lenoir | NC | RV | 69 | 3 | 447 | 190 | 100.0 | % | |||||||||
| Lake Gaston | Littleton | NC | RV | 74 | 235 | 185 | 100.0 | % | ||||||||||
| Lake Myers RV | Mocksville | NC | RV | 50 | 425 | 289 | 100.0 | % | ||||||||||
| Bogue Pines | Newport | NC | MH | 28 | 150 | 150 | 75.3 | % | ||||||||||
| Goose Creek Resort | Newport | NC | RV | 92 | 6 | 735 | 627 | 100.0 | % | |||||||||
| Whispering Pines RV | �� | Newport | NC | RV | 34 | 278 | 184 | 100.0 | % | |||||||||
| Carolina Landing | Fair Play | SC | RV | 73 | 192 | 60 | 100.0 | % | ||||||||||
| Inlet Oaks MHC | Murrells Inlet | SC | MH | 35 | 172 | 172 | 100.0 | % | ||||||||||
| The Oaks at Point South | Yemassee | SC | RV | 10 | 93 | 26 | 100.0 | % | ||||||||||
| Natchez Trace Campground | Hohenwald | TN | RV | 672 | 140 | 531 | 170 | 100.0 | % | |||||||||
| Cherokee Landing | Saulsbury | TN | RV | 254 | 124 | 339 | 6 | 100.0 | % | |||||||||
| Meadows of Chantilly | Chantilly | VA | MH | 82 | 499 | 499 | 99.8 | % | ||||||||||
| Harbor View | Colonial Beach | VA | RV | 69 | 146 | 44 | 100.0 | % | ||||||||||
| Lynchburg | Gladys | VA | RV | 170 | 59 | 222 | 46 | 100.0 | % | |||||||||
| Chesapeake Bay | Gloucester | VA | RV | 282 | 80 | 392 | 147 | 100.0 | % | |||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Scenic | Asheville | NC | MH | 28 | 2 | 194 | 194 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Boathouse Marina | Beaufort | NC | Marina | 9 | 547 | 378 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Waterway RV | Cedar Point | NC | RV | 27 | 336 | 336 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Twin Lakes | Chocowinity | NC | RV | 132 | 11 | 419 | 397 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Holiday Trav-L-Park Resort (c) | Emerald Isle | NC | RV | 23 | 299 | 134 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Topsail Sound RV | Holly Ridge | NC | RV | 34 | 7 | 230 | 212 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Green Mountain | Lenoir | NC | RV | 1,077 | 3 | 447 | 167 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Gaston | Littleton | NC | RV | 69 | 235 | 202 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Myers RV | Mocksville | NC | RV | 74 | 425 | 253 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bogue Pines | Newport | NC | MH | 50 | 150 | 150 | 98.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goose Creek | Newport | NC | RV | 92 | 735 | 695 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Whispering Pines - NC | Newport | NC | RV | 34 | 278 | 176 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Harbor Point | Sneads Ferry | NC | RV | 46 | 203 | 128 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| White Oak Shores | Stella | NC | RV | 220 | 51 | 511 | 436 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| White Oak Shores | Stella | NC | Marina | — | 56 | 23 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Carolina Landing | Fair Play | SC | RV | 73 | 30 | 192 | 72 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Inlet Oaks Village | Murrells Inlet | SC | MH | 35 | 172 | 172 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Myrtle Beach Property (h) | Myrtle Beach | SC | RV | 80 | 813 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rivers Edge Marina | North Charleston | SC | Marina | 4 | 503 | 458 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Oaks | Yemassee | SC | RV | 10 | 93 | 23 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Natchez Trace | Hohenwald | TN | RV | 672 | 339 | 537 | 236 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cherokee Landing | Saulsbury | TN | RV | 254 | 124 | 339 | 8 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Meadows of Chantilly | Chantilly | VA | MH | 82 | 499 | 499 | 99.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Harbor View | Colonial Beach | VA | RV | 69 | 146 | 51 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lynchburg | Gladys | VA | RV | 170 | 59 | 222 | 72 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Chesapeake Bay | Gloucester | VA | RV | 282 | 80 | 392 | 147 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Bayport Development (d) | Jamaica | VA | RV | 541 | 523 | — | — | —% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Virginia Landing | Quinby | VA | RV | 863 | 233 | 13 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grey's Point Camp | Topping | VA | RV | 125 | 16 | 791 | 602 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Bethpage Camp Resort | Urbanna | VA | RV | 271 | 81 | 1,285 | 786 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Williamsburg | Williamsburg | VA | RV | 65 | 10 | 211 | 89 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Regency Lakes | Winchester | VA | MH | 165 | 523 | 523 | 98.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Southeast Market | 6,828 | 1,608 | 12,991 | 8,171 | 99.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Midwest Market: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| O'Connell's Yogi Bear RV Resort | Amboy | IL | RV | 286 | 77 | 812 | 471 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Pheasant Lake Estates | Beecher | IL | MH | 238 | 190 | 613 | 613 | 94.6% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Pine Country | Belvidere | IL | RV | 131 | 10 | 185 | 167 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Willow Lake Estates | Elgin | IL | MH | 111 | 616 | 616 | 90.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Golf Vista Estates | Monee | IL | MH | 144 | 497 | 497 | 82.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indian Lakes | Batesville | IN | RV | 545 | 82 | 1,212 | 733 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
37
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Virginia Landing Campground | Quinby | VA | RV | 863 | 178 | 233 | 1 | 100.0 | % | |||||||||
| Greys Pointe (c) | Topping | VA | RV | 125 | 16 | 728 | 534 | 100.0 | % | |||||||||
| Bethpage (c) | Urbanna | VA | RV | 271 | 104 | 1,034 | 645 | 100.0 | % | |||||||||
| Williamsburg | Williamsburg | VA | RV | 65 | 211 | 91 | 100.0 | % | ||||||||||
| Regency Lakes | Winchester | VA | MH | 165 | 523 | 523 | 99.4 | % | ||||||||||
| Total Southeast Market: | 5,838 | 1,601 | 9,147 | 5,741 | 96.9 | % | ||||||||||||
| Midwest Market: | ||||||||||||||||||
| O'Connell's | Amboy | IL | RV | 286 | 89 | 725 | 369 | 100.0 | % | |||||||||
| Pheasant Lake Estates | Beecher | IL | MH | 160 | 613 | 613 | 97.6 | % | ||||||||||
| Pine Country | Belvidere | IL | RV | 131 | 15 | 126 | 136 | 100.0 | % | |||||||||
| Willow Lake Estates | Elgin | IL | MH | 111 | 616 | 616 | 89.3 | % | ||||||||||
| Golf Vista Estates | Monee | IL | MH | 144 | 4 | 408 | 408 | 93.4 | % | |||||||||
| Indian Lakes | Batesville | IN | RV | 545 | 149 | 1,000 | 518 | 100.0 | % | |||||||||
| Horseshoe Lakes | Clinton | IN | RV | 289 | 96 | 123 | 97 | 100.0 | % | |||||||||
| Twin Mills RV | Howe | IN | RV | 137 | 5 | 501 | 240 | 100.0 | % | |||||||||
| Hoosier Estates | Lebanon | IN | MH | 60 | 288 | 288 | 91.7 | % | ||||||||||
| Lakeside | New Carlisle | IN | RV | 13 | 89 | 88 | 100.0 | % | ||||||||||
| Oak Tree Village | Portage | IN | MH | 76 | 361 | 361 | 66.8 | % | ||||||||||
| North Glen Village | Westfield | IN | MH | 88 | 282 | 282 | 82.3 | % | ||||||||||
| Lake in the Hills | Auburn Hills | MI | MH | 51 | 238 | 238 | 91.2 | % | ||||||||||
| Bear Cave Resort | Buchanan | MI | RV | 25 | 10 | 136 | 35 | 100.0 | % | |||||||||
| Saint Claire Campground | Saint Claire | MI | RV | 210 | 100 | 229 | 114 | 100.0 | % | |||||||||
| Swan Creek | Ypsilanti | MI | MH | 59 | 294 | 294 | 96.3 | % | ||||||||||
| Cedar Knolls | Apple Valley | MN | MH | 93 | 457 | 457 | 84.9 | % | ||||||||||
| Cimarron Park | Lakel Elmo | MN | MH | 230 | 505 | 505 | 84.0 | % | ||||||||||
| Rockford Riverview Estates | Rockford | MN | MH | 88 | 428 | 428 | 84.6 | % | ||||||||||
| Rosemount Woods | Rosemount | MN | MH | 50 | 182 | 182 | 98.9 | % | ||||||||||
| Buena Vista | Fargo | ND | MH | 76 | 399 | 399 | 85.5 | % | ||||||||||
| Meadow Park | Fargo | ND | MH | 17 | 116 | 116 | 85.3 | % | ||||||||||
| Kenisee Lake | Jefferson | OH | RV | 143 | 50 | 119 | 81 | 100.0 | % | |||||||||
| Wilmington Campground | Wilmington | OH | RV | 109 | 41 | 169 | 122 | 100.0 | % | |||||||||
| Rainbow Lake Manor | Bristol | WI | MH | 99 | 270 | 270 | 97.8 | % | ||||||||||
| Fremont | Fremont | WI | RV | 98 | 5 | 325 | 125 | 100.0 | % | |||||||||
| Yukon Trails | Lyndon Station | WI | RV | 150 | 30 | 214 | 137 | 100.0 | % | |||||||||
| Blackhawk | Milton | WI | RV | 214 | 490 | 332 | 100.0 | % | ||||||||||
| Lakeland RV | Milton | WI | RV | 107 | 682 | 432 | 100.0 | % | ||||||||||
| Westwood Estates | Pleasant Prairie | WI | MH | 95 | 344 | 344 | 91.6 | % | ||||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Horseshoe Lakes | Clinton | IN | RV | 289 | 66 | 123 | 96 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Twin Mills RV | Howe | IN | RV | 137 | 24 | 501 | 322 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Lakeside RV | New Carlisle | IN | RV | 13 | 89 | 89 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bear Cave | Buchanan | MI | RV | 25 | 10 | 136 | 64 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| St Claire | Saint Claire | MI | RV | 210 | 100 | 229 | 130 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cedar Knolls | Apple Valley | MN | MH | 93 | 457 | 457 | 95.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cimarron Park | Lake Elmo | MN | MH | 230 | 46 | 505 | 505 | 87.9% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Rockford Riverview Estates | Rockford | MN | MH | 88 | 428 | 428 | 97.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rosemount Woods | Rosemount | MN | MH | 50 | 221 | 221 | 81.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Buena Vista | Fargo | ND | MH | 76 | 399 | 399 | 69.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meadow Park | Fargo | ND | MH | 17 | 116 | 116 | 64.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kenisee Lake | Jefferson | OH | RV | 143 | 50 | 119 | 77 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Wilmington | Wilmington | OH | RV | 109 | 41 | 169 | 121 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Rainbow Lake Manor | Bristol | WI | MH | 99 | 6 | 302 | 302 | 86.1% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Fremont Jellystone Park Campground | Fremont | WI | RV | 98 | 5 | 325 | 115 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Yukon Trails | Lyndon Station | WI | RV | 150 | 29 | 219 | 138 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Blackhawk Camping Resort | Milton | WI | RV | 214 | 24 | 490 | 342 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Lakeland | Milton | WI | RV | 107 | 5 | 682 | 428 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Westwood Estates | Pleasant Prairie | WI | MH | 95 | 344 | 344 | 92.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Plymouth Rock | Plymouth | WI | RV | 133 | 40 | 610 | 412 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Tranquil Timbers | Sturgeon Bay | WI | RV | 125 | 270 | 190 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake of the Woods RV | Wautoma | WI | RV | 117 | 303 | 185 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Neshonoc Lakeside | West Salem | WI | RV | 48 | 284 | 187 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Arrowhead Resort | Wisconsin Dells | WI | RV | 166 | 40 | 377 | 202 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Bay Point Marina | Marblehead | OH | RV | 48 | 9 | 181 | 181 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Bay Point Marina | Marblehead | OH | Marina | 179 | 660 | 630 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Midwest Market | 4,514 | 854 | 12,474 | 9,778 | 94.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nevada, Utah and Idaho: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coach Royale | Boise | ID | MH | 12 | 91 | 91 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Maple Grove | Boise | ID | MH | 38 | 271 | 271 | 98.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shenandoah Estates | Boise | ID | MH | 24 | 153 | 153 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| West Meadow Estates | Boise | ID | MH | 29 | 178 | 178 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mountain View - NV | Henderson | NV | MH | 72 | 354 | 354 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bonanza Village | Las Vegas | NV | MH | 43 | 353 | 353 | 60.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Boulder Cascade | Las Vegas | NV | MH | 39 | 299 | 299 | 88.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cabana | Las Vegas | NV | MH | 37 | 263 | 263 | 98.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Flamingo West | Las Vegas | NV | MH | 37 | 258 | 258 | 99.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Las Vegas | Las Vegas | NV | RV | 11 | 217 | 21 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Villa Borega | Las Vegas | NV | MH | 40 | 293 | 293 | 79.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
38
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Plymouth Rock | Plymouth | WI | RV | 133 | 610 | 424 | 100.0 | % | ||||||||||
| Tranquil Timbers | Sturgeon Bay | WI | RV | 125 | 270 | 196 | 100.0 | % | ||||||||||
| Neshonoc Lakeside | West Salem | WI | RV | 48 | 284 | 185 | 100.0 | % | ||||||||||
| Arrowhead | Wisconsin Dells | WI | RV | 166 | 40 | 377 | 204 | 100.0 | % | |||||||||
| Total Midwest Market: | 4,426 | 634 | 12,270 | 9,636 | 93.1 | % | ||||||||||||
| Nevada, Utah and Idaho: | ||||||||||||||||||
| Coach Royale | Boise | ID | MH | 12 | 91 | 91 | 79.1 | % | ||||||||||
| Maple Grove | Boise | ID | MH | 38 | 271 | 271 | 81.2 | % | ||||||||||
| Shenandoah Estates | Boise | ID | MH | 24 | 153 | 153 | 97.4 | % | ||||||||||
| West Meadow Estates | Boise | ID | MH | 29 | 178 | 178 | 100.0 | % | ||||||||||
| Mountain View - NV | Henderson | NV | MH | 72 | 354 | 354 | 99.4 | % | ||||||||||
| Bonanza | Las Vegas | NV | MH | 43 | 353 | 353 | 55.8 | % | ||||||||||
| Boulder Cascade | Las Vegas | NV | MH | 39 | 299 | 299 | 75.6 | % | ||||||||||
| Cabana | Las Vegas | NV | MH | 37 | 263 | 263 | 93.9 | % | ||||||||||
| Flamingo West | Las Vegas | NV | MH | 37 | 258 | 258 | 98.1 | % | ||||||||||
| Las Vegas | Las Vegas | NV | RV | 11 | 217 | 21 | 100.0 | % | ||||||||||
| Villa Borega | Las Vegas | NV | MH | 40 | 293 | 293 | 73.7 | % | ||||||||||
| Westwood Village | Farr West | UT | MH | 46 | 314 | 314 | 100.0 | % | ||||||||||
| St. George (f) | Hurricane | UT | RV | 26 | 123 | — | — | % | ||||||||||
| All Seasons | Salt Lake City | UT | MH | 19 | 121 | 121 | 100.0 | % | ||||||||||
| Total Nevada, Utah and Idaho: | 473 | — | 3,288 | 2,969 | 86.4 | % | ||||||||||||
| Northwest: | ||||||||||||||||||
| Cultus Lake (Canada) (d) | Lindell Beach | BC | RV | 15 | 178 | 52 | 100.0 | % | ||||||||||
| Thousand Trails Bend | Bend | OR | RV | 289 | 100 | 351 | 54 | 100.0 | % | |||||||||
| Shadowbrook | Clackamas | OR | MH | 21 | 156 | 156 | 99.4 | % | ||||||||||
| Pacific City | Cloverdale | OR | RV | 105 | 307 | 28 | 100.0 | % | ||||||||||
| Falcon Wood Village | Eugene | OR | MH | 23 | 183 | 183 | 98.4 | % | ||||||||||
| Portland Fairview | Fairview | OR | RV | 30 | 407 | 193 | 100.0 | % | ||||||||||
| Quail Hollow (d) | Fairview | OR | MH | 21 | 137 | 137 | 100.0 | % | ||||||||||
| South Jetty | Florence | OR | RV | 57 | 204 | 4 | 100.0 | % | ||||||||||
| Seaside Resort | Seaside | OR | RV | 80 | 251 | 31 | 100.0 | % | ||||||||||
| Whaler's Rest Resort | South Beach | OR | RV | 39 | 170 | 19 | 100.0 | % | ||||||||||
| Mt. Hood | Welches | OR | RV | 115 | 30 | 436 | 89 | 100.0 | % | |||||||||
| Birch Bay | Blaine | WA | RV | 31 | 246 | 23 | 100.0 | % | ||||||||||
| Mt. Vernon Camground | Bow | WA | RV | 311 | 251 | 26 | 100.0 | % | ||||||||||
| Chehalis | Chehalis | WA | RV | 309 | 85 | 360 | 23 | 100.0 | % | |||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Westwood Village | Farr West | UT | MH | 46 | 314 | 314 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| St George (g) | Hurricane | UT | RV | 26 | 149 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| All Seasons | Salt Lake City | UT | MH | 19 | 121 | 121 | 99.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Nevada, Utah and Idaho | 473 | — | 3,314 | 2,969 | 91.8% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Northwest: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cultus Lake (Canada) (e) | Lindell Beach | BC | RV | 15 | 178 | 43 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bend | Bend | OR | RV | 289 | 116 | 351 | 27 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shadowbrook | Clackamas | OR | MH | 21 | 156 | 156 | 94.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pacific City | Cloverdale | OR | RV | 105 | 50 | 307 | 41 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Falcon Wood Village | Eugene | OR | MH | 23 | 183 | 183 | 98.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Portland Fairview | Fairview | OR | RV | 30 | 407 | 217 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Quail Hollow (e) | Fairview | OR | MH | 21 | 137 | 137 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| South Jetty | Florence | OR | RV | 57 | 5 | 204 | 7 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Seaside | Seaside | OR | RV | 80 | 7 | 251 | 44 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Whalers Rest | South Beach | OR | RV | 39 | 5 | 170 | 18 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Mt. Hood Village | Welches | OR | RV | 115 | 626 | 219 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hope Valley RV | Turner | OR | RV | 69 | 23 | 164 | 154 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Birch Bay | Blaine | WA | RV | 31 | 7 | 246 | 22 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Mount Vernon | Bow | WA | RV | 311 | 251 | 29 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chehalis | Chehalis | WA | RV | 309 | 360 | 23 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grandy Creek (g) | Concrete | WA | RV | 63 | 179 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tall Chief (g) | Fall City | WA | RV | 71 | 180 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kloshe Illahee | Federal Way | WA | MH | 50 | 258 | 258 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| La Conner (e) | La Conner | WA | RV | 106 | 319 | 35 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leavenworth | Leavenworth | WA | RV | 255 | 30 | 266 | 18 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Thunderbird Resort | Monroe | WA | RV | 45 | 6 | 136 | 7 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Little Diamond | Newport | WA | RV | 360 | 30 | 520 | 1 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Oceana | Ocean City | WA | RV | 16 | 7 | 84 | 10 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Crescent Bar | Quincy | WA | RV | 14 | 115 | 12 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long Beach | Seaview | WA | RV | 17 | 10 | 144 | 10 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Paradise RV | Silver Creek | WA | RV | 60 | 265 | 3 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Northwest | 2,572 | 296 | 6,457 | 1,674 | 99.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Texas: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Alamo Palms | Alamo | TX | RV | 58 | 643 | 294 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bay Landing | Bridgeport | TX | RV | 443 | 235 | 293 | 80 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Colorado River | Columbus | TX | RV | 218 | 22 | 232 | 25 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Victoria Palms | Donna | TX | RV | 117 | 1,122 | 473 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Texoma (e) | Gordonville | TX | RV | 201 | 120 | 301 | 81 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Lakewood | Harlingen | TX | RV | 30 | 301 | 99 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
39
| Property | City | State | MH/RV | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/17 | Total Number of Annual Sites as of 12/31/17 | Annual Site Occupancy as of 12/31/17 | ||||||||||
| Grandy Creek (f) | Concrete | WA | RV | 63 | 179 | — | — | % | ||||||||||
| Tall Chief (f) | Fall City | WA | RV | 71 | 180 | — | — | % | ||||||||||
| Kloshe Illahee | Federal Way | WA | MH | 50 | 258 | 258 | 100.0 | % | ||||||||||
| La Conner (d) | La Conner | WA | RV | 106 | 5 | 319 | 42 | 100.0 | % | |||||||||
| Leavenworth | Leavenworth | WA | RV | 255 | 50 | 266 | 18 | 100.0 | % | |||||||||
| Thunderbird Resort | Monroe | WA | RV | 45 | 2 | 136 | 25 | 100.0 | % | |||||||||
| Little Diamond Campground | Newport | WA | RV | 360 | 119 | 520 | 2 | 100.0 | % | |||||||||
| Oceana Resort | Ocean City | WA | RV | 16 | 84 | 10 | 100.0 | % | ||||||||||
| Crescent Bar Resort | Quincy | WA | RV | 14 | 115 | 20 | 100.0 | % | ||||||||||
| Long Beach Campground | Seaview | WA | RV | 17 | 144 | 15 | 100.0 | % | ||||||||||
| Paradise Resort | Silver Creek | WA | RV | 60 | 214 | 10 | 100.0 | % | ||||||||||
| Total Northwest: | 2,503 | 391 | 6,052 | 1,418 | 99.7 | % | ||||||||||||
| Texas: | ||||||||||||||||||
| Alamo Palms | Alamo | TX | RV | 58 | 643 | 321 | 100.0 | % | ||||||||||
| Bay Landing | Bridgeport | TX | RV | 443 | 235 | 293 | 56 | 100.0 | % | |||||||||
| Colorado River | Columbus | TX | RV | 218 | 51 | 132 | 26 | 100.0 | % | |||||||||
| Victoria Palms | Donna | TX | RV | 117 | 1,122 | 474 | 100.0 | % | ||||||||||
| Lake Texoma | Gordonville | TX | RV | 201 | 301 | 95 | 100.0 | % | ||||||||||
| Encore RV Park (Sunshine RV) | Harlingen | TX | RV | 84 | 1,027 | 380 | 100.0 | % | ||||||||||
| Paradise Park RV | Harlingen | TX | RV | 60 | 563 | 298 | 100.0 | % | ||||||||||
| Sunburst RV Park(Lakewood) | Harlingen | TX | RV | 30 | 301 | 105 | 100.0 | % | ||||||||||
| Tropic Winds | Harlingen | TX | RV | 112 | 74 | 531 | 183 | 100.0 | % | |||||||||
| Medina Lake Campground | Lakehills | TX | RV | 208 | 50 | 387 | 58 | 100.0 | % | |||||||||
| Encore RV Resort(Paradise South) | Mercedes | TX | RV | 49 | 493 | 194 | 100.0 | % | ||||||||||
| Lake Tawakoni | Point | TX | RV | 324 | 11 | 293 | 124 | 100.0 | % | |||||||||
| Fun n Sun RV Park | San Benito | TX | RV | 135 | 40 | 1,435 | 633 | 100.0 | % | |||||||||
| Southern Comfort | Weslaco | TX | RV | 40 | 403 | 318 | 100.0 | % | ||||||||||
| Sunburst RV Resort (Country Sunshine) | Weslaco | TX | RV | 37 | 390 | 161 | 100.0 | % | ||||||||||
| Lake Whitney | Whitney | TX | RV | 403 | 158 | 261 | 34 | 100.0 | % | |||||||||
| Lake Conroe | Willis | TX | RV | 129 | 24 | 414 | 213 | 100.0 | % | |||||||||
| Total Texas: | 2,648 | 643 | 8,989 | 3,673 | 100.0 | % | ||||||||||||
| Grand Total All Markets: | 38,718 | 5,382 | 145,382 | 103,774 | 96.1 | % | ||||||||||||
| Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/22 | Total Number of Annual Sites as of 12/31/22 | Annual Site Occupancy as of 12/31/22 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Paradise Park | Harlingen | TX | RV | 60 | 563 | 263 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sunshine RV Resort | Harlingen | TX | RV | 84 | 1,027 | 357 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tropic Winds | Harlingen | TX | RV | 112 | 65 | 531 | 197 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Medina Lake | Lakehills | TX | RV | 208 | 50 | 387 | 39 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Paradise South | Mercedes | TX | RV | 49 | 493 | 182 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Tawakoni (e) | Point | TX | RV | 324 | 11 | 293 | 55 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Fun N Sun RV | San Benito | TX | RV | 135 | 40 | 1,435 | 613 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Country Sunshine | Weslaco | TX | RV | 37 | 390 | 153 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leisure World | Weslaco | TX | RV | 38 | 333 | 170 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southern Comfort | Weslaco | TX | RV | 40 | 403 | 317 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Trails End RV | Weslaco | TX | RV | 43 | 362 | 236 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Whitney | Whitney | TX | RV | 403 | 158 | 261 | 27 | 100.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Conroe | Willis | TX | RV | 129 | 705 | 298 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lake Conroe RV Resort (g) | Montgomery | TX | RV | 130 | 261 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Texas | 2,859 | 701 | 10,336 | 3,959 | 100.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grand Total All Markets | 43,837 | 6,553 | 167,684 | 119,252 | 96.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a)Acres are approximate. For certain Properties, the acres were estimated based on 10 Sites per acre.
(b)Acres are approximate. There can be no assurance that developable acres will be developed. Development is contingent on many factors including, but not limited to, cost, ability to subdivide, accessibility, infrastructure needs, zoning, entitlement and topography.
(c)Property acquired in 2022.
(d)Development asset acquired in 2020 and 2021. It is not included in the property count as there are no sites and the property is not operational.
(e)Land has been leased to us under a non-cancelable operating lease, including one Loggerhead Marina Property (See Item 8. Financial Statements and Supplementary Data—Note 4. Leases).
(f)Acres for this community have been included in the acres of the adjacent community listed directly above this Property.
(g)Property did not have annual Sites for 2022.
(h)RV community operated by a tenant pursuant to an existing ground lease (See Item 8. Financial Statements and Supplementary Data—Note 7. Investment in Real Estate).
40
Item 3. Legal Proceedings
The description of legal proceedings is incorporated herein by reference from Note 18 to the ConsolidatedItem 8. Financial Statements and Supplementary Data—Note 17. Commitments and Contingencies in this Form 10-K.10-K/A.
Item 4. Mine Safety DisclosureDisclosures
None.
41
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our shares of common stock isare traded on the New York Stock Exchange ("NYSE")NYSE under the symbol ELS. On February 23, 2018, the reported closing price per shareAs of ELScommon stock on the NYSE was $85.98 andDecember 31, 2022, there were approximately 281311 holders of record. The high and low sales prices and closing sales prices on the NYSE and distributionsrecord for 186,120,298 outstanding shares of our common stock. Additionally, there were 9,265,565 OP Units outstanding, which are exchangeable for an equivalent number of shares of our common stock during 2017 and 2016 are set forth in the table below:
| Close | High | Low | Distributions Declared | ||||||||||||
| 2017 | |||||||||||||||
| 1st Quarter | $ | 77.06 | $ | 79.92 | $ | 71.01 | $ | 0.4875 | |||||||
| 2nd Quarter | $ | 86.34 | $ | 87.76 | $ | 76.89 | $ | 0.4875 | |||||||
| 3rd Quarter | $ | 85.08 | $ | 90.80 | $ | 83.67 | $ | 0.4875 | |||||||
| 4th Quarter | $ | 89.02 | $ | 91.94 | $ | 84.39 | $ | 0.4875 | |||||||
| Close | High | Low | Distributions Declared | ||||||||||||
| 2016 | |||||||||||||||
| 1st Quarter | $ | 72.73 | $ | 73.95 | $ | 62.22 | $ | 0.4250 | |||||||
| 2nd Quarter | $ | 80.05 | $ | 80.07 | $ | 68.35 | $ | 0.4250 | |||||||
| 3rd Quarter | $ | 77.18 | $ | 83.19 | $ | 76.05 | $ | 0.4250 | |||||||
| 4th Quarter | $ | 72.10 | $ | 77.33 | $ | 65.87 | $ | 0.4250 | |||||||
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased (a) | Average Price Paid per Share (a) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| 1/1/2022-3/31/2022 | 44,669 | $ | 77.22 | None | None | |||||||||||||||||||||
| 4/1/2022-6/30/2022 | — | $ | — | None | None | |||||||||||||||||||||
| 7/1/2022-9/30/2022 | — | $ | — | None | None | |||||||||||||||||||||
| 10/1/2022-12/31/2022 | — | $ | — | None | None | |||||||||||||||||||||
| 1/1/2022-12/31/2022 | 44,669 | $ | — | None | None | |||||||||||||||||||||
| Period | Total Number of Shares Purchased (a) | Average Price Paid per Share (a) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs | ||||||
| 10/1/17-10/31/17 | — | $ | — | None | None | |||||
| 11/1/17-11/30/17 | — | $ | — | None | None | |||||
| 12/1/17-12/31/17 | 34,680 | $ | 89.02 | None | None | |||||
Dividends and Distributions
We distribute regular quarterly dividends to our stockholders. In order to maintain our qualification as a REIT, we are required, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and any net capital gain. In addition, we intend to distribute all or substantially all of our net income so that we will generally not be subject to U.S. federal income tax on our earnings.
In general, our Board of Directors makes decisions regarding the nature, frequency and amount of our dividends on a quarterly basis. The Board considers many factors when making these decisions, including our present and future liquidity needs, our current and projected financial condition and results of operations. As such, there can be no assurance that we will maintain the practice of paying regular quarterly dividends to continue to qualify as a REIT. See Item 1A. Risk Factors in this Form 10-K/A for a description of factors that may affect our ability to distribute dividends.
Item 6. Selected Financial Data[Reserved]
42
| Years Ended December 31, | |||||||||||||||||||
| 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||
| Income Statement Data: | |||||||||||||||||||
| Total Revenues | $ | 925,312 | $ | 870,435 | $ | 821,654 | $ | 776,809 | $ | 729,048 | |||||||||
Total Expenses | (718,700 | ) | (685,908 | ) | (675,231 | ) | (644,376 | ) | (653,840 | ) | |||||||||
| Equity in income from unconsolidated joint ventures | 3,765 | 2,605 | 4,089 | 4,578 | 2,039 | ||||||||||||||
Gain on sale of property (1) | — | — | — | 1,457 | — | ||||||||||||||
| Income from discontinued operations | — | — | — | — | 7,133 | ||||||||||||||
| Gain on sale of property, net of taxes | — | — | — | — | 41,525 | ||||||||||||||
| Consolidated net income | $ | 210,377 | $ | 187,132 | $ | 150,512 | $ | 138,468 | $ | 125,905 | |||||||||
| Net income available for Common Stockholders | $ | 189,904 | $ | 164,037 | $ | 130,145 | $ | 118,731 | $ | 106,919 | |||||||||
| Comprehensive income attributable to Common Stockholders | $ | 191,048 | $ | 164,339 | $ | 129,988 | $ | 119,234 | $ | 108,443 | |||||||||
| Earnings per Common Share - Basic | $ | 2.18 | $ | 1.93 | $ | 1.55 | $ | 1.42 | $ | 1.29 | |||||||||
| Earnings per Common Share - Fully Diluted | $ | 2.17 | $ | 1.92 | $ | 1.54 | $ | 1.41 | $ | 1.28 | |||||||||
| Distributions declared per Common Share outstanding | $ | 1.95 | $ | 1.70 | $ | 1.50 | $ | 1.30 | $ | 1.00 | |||||||||
| Weighted average Common Shares outstanding - basic | 86,997 | 84,778 | 84,031 | 83,362 | 83,018 | ||||||||||||||
| Weighted average Common Shares outstanding - fully diluted | 93,425 | 92,569 | 91,907 | 91,511 | 91,196 | ||||||||||||||
| Balance Sheet Data: | |||||||||||||||||||
| Real estate, before accumulated depreciation | $ | 4,915,813 | $ | 4,685,336 | $ | 4,477,599 | $ | 4,387,913 | $ | 4,228,106 | |||||||||
Total assets (2) | $ | 3,610,032 | $ | 3,478,987 | $ | 3,400,400 | $ | 3,429,225 | $ | 3,374,740 | |||||||||
Total debt(2) | $ | 2,200,017 | $ | 2,091,279 | $ | 2,126,052 | $ | 2,195,133 | $ | 2,174,799 | |||||||||
Series C Preferred Stock (3) | $ | — | $ | 136,144 | $ | 136,144 | $ | 136,144 | $ | 136,144 | |||||||||
Total Common Equity (4) | $ | 1,031,954 | $ | 872,399 | $ | 788,924 | $ | 775,849 | $ | 827,061 | |||||||||
| Other Data: | |||||||||||||||||||
Funds from operations (5) | $ | 331,665 | $ | 302,827 | $ | 261,009 | $ | 246,588 | $ | 191,049 | |||||||||
Normalized funds from operations (5) | $ | 335,931 | $ | 306,459 | $ | 279,052 | $ | 253,257 | $ | 232,298 | |||||||||
| Total Properties (at end of period) | 406 | 391 | 387 | 384 | 377 | ||||||||||||||
| Total Sites (at end of period) | 151,323 | 146,610 | 143,938 | 143,113 | 139,126 | ||||||||||||||
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with "Selectedthe consolidated financial statements and accompanying footnotes thereto included in this Annual Report on Form 10-K/A.
Certain items within this Management’s Discussion and Analysis have been updated as a result of the amendment and
restatement of this Annual Report on Form 10-K/A, as described in further detail in the “Explanatory Note.” For further detail
regarding the restatement, also see Item 8. Financial Data"Statements and the historicalSupplementary Data—Note 3, Restatement of Previously
Issued Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.Item 9A. Controls and Procedures.
We continued our strong performance in 2017,2022, as marked by these key operational and financial accomplishments:
•Net income available for Common Stockholders was $1.53 per fully diluted share, for the year ended December 31, 2022, 7.0% higher than the year ended December 31, 2021.
•Core portfolio generated growth of manufactured home Sites6.1% in income from property operations, excluding property management, for the year ended December 31, 2022, compared to the year ended December 31, 2021.
•Core MH base rental income increased by 5.8% during the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase is due to 5.4% growth from rate increases and 0.4% from occupancy gains.
•Maintained average Core MH occupancy at 95.1% for the years ended December 31, 2022 and 2021.
•Manufactured homeowners within our Core Portfolio (as defined below)portfolio increased by 475 Sites637 to 94.6%66,069 as of December 31, 20172022, compared to 93.9%65,432 as of December 31, 2016.2021.
•Core RV Revenueand marina base rental income for the year ended December 31, 2022 increased by 9.1%, compared to the year ended December 31, 2021.
•Combined Core Seasonal and Transient RV base rental income for the year ended December 31, 2022 increased by 9.5% or $11.1 million, compared to the year ended December 31, 2021.
•RV Annual occupancy within our Core PortfolioRV and Thousand Trails portfolios increased by 5.9% as570 sites during the year ended December 31, 2022, compared to 2016.the year ended December 31, 2021.
•During the year ended December 31, 2022, we entered into a $200.0 million includingunsecured term loan agreement. The term of the acquisitionloan is five years and bears interest at a rate of two flagship RV Resorts for $134.4 million andSOFR plus approximately 1.30% to 1.80%, depending on leverage levels.
•During the year ended December 31, 2022, we closed on a JV investment in a portfolio of 11 marinas in Florida for $30.0 million.
•During the year ended December 31, 2022, we entered into our ATMcurrent at-the-market (“ATM”) equity offering program at a weighted average sharewith an aggregate offering price of approximately $87.46.
Overview and Outlook
We are a self-administered and 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 of property operations and home sales and rental operations primarily ofwithin manufactured home ("MH"(“MH”) and recreational vehicle (“RV”) communities and recreational vehicle ("RV") resorts and campgrounds.marinas. As of December 31, 2017,2022, we owned or had an ownership interest in a portfolio of 406449 Properties located throughout the United States and Canada containing 151,323 Sites.171,248 individual developed areas (“Sites”). These propertiesProperties are located in 3235 states and British Columbia, with more than 90110 Properties with lake, river or ocean frontage and more than 100120 Properties within 10 miles of the coastal United States.
43
Management's Discussion and Analysis (continued)
We invest in Propertiesproperties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on increasing operatingdelivering an exceptional experience to our residents and guests that results in delivery of value to stockholders. Our business model is intended to provide an opportunity for increased cash flows.flows and appreciation in value. We seek growth in earnings, fundsFunds from operations ("FFO"Operations (“FFO”) and cash flows by enhancing the profitability and operation of our Properties and investments. We seek to accomplish this by attracting and retaining high quality customers to our Properties, and retaining these customers who take pride in the Propertyour Properties and in their homes and efficiently managing our Properties to increase operating margins by increasing occupancy, maintaining competitive market rents and controlling expenses. 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 believe thatthe demand from baby boomers for manufactured housingMH and RV resortscommunities will continue to be strong over the long term. It is estimated that approximately 10,000 baby boomers are turning 65 daily through 2030. In addition, the population age 55 and older is expected to grow 17% within the next 15 years. These individuals, seeking an active lifestyle, will continue to drive the market for second-home sales as vacation properties, investment opportunities or retirement retreats. 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. We also believe the Millennial and Generation Z demographic will contribute to our future long-term customer pipeline. After conducting a comprehensive study of RV ownership, according to the Recreational Vehicle Industry Association (“RVIA”), data suggested that RV sales are expected to benefit from an increase in demand from those born in the United States from 1980 to 2003, or Millennials and Gen Z, over the coming years. We believe the demand from baby boomers and these younger generations will continue to outpace supply for several years.MH and RV communities. The entitlement process to develop new MH and RV communities is extremely restrictive. As a result, there have been few, if any,limited new communities developed in our target geographic markets. It is currently estimated that approximately 10,000 baby boomers will turn 65 daily through 2030. Additionally the population of people age 55 and older is expected to grow 22% from 2018 to 2032. We believe these individuals will continue to drive the market for second home sales as vacation properties, investment opportunities, or retirement retreats. We believe it is likely that over the next decade we will continue to see high levels of second home sales and that resort homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.
We generate the majority of our revenues from customers renting our Sites or entering into right-to-use contracts, (also referred toalso known as membership products),subscriptions, which provide our customersthem access to specific Properties for limited stays. Our MH community Sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and annual RV resortmarina Sites are leased on an annual basis.basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. Seasonal RV and marina Sites are leased to customers generally for one to six months. Transient RV and marina 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'scustomer’s vacation and travel preferences.
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 26 wholly-owned Properties, including 14 of our total initial contributions was approximately $32.2 million47 California Properties, all 7 of our Delaware Properties, 1 of our 5 Massachusetts 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 two joint ventures,the national, regional or local CPI, depending on the rent control ordinance. These rate increases generally range from 60.0% to 100.0% of which approximately $30.0 million was contributed to Florida Atlantic Holding, LLC ("Loggerhead"), to acquire a 49% interest. Loggerhead owns a portfolio of 11 marinas located in Florida.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, | |||||
| 72,700 | |||
| RV Sites: | |||||
| Seasonal | 12,700 | ||||
| Transient | 15,200 | ||||
| Marina Slips | 6,900 | ||||
Membership (1) | 25,800 | ||||
Joint Ventures (2) | 3,600 | ||||
Total (3) | 171,200 | ||||
____________________________________
(1)Primarily utilized to service the approximately 128,400 members. Includes approximately 6,400 Sites designated as right-to-userented on an annual basis.
(2)Includes approximately 2,000 annual Sites and 1,600 transient Sites.
44
Management's Discussion and Analysis (continued)
(3)Total does not foot due to rounding.
Membership Sites are primarily utilized to service the approximately 106,500 membership customers who128,400 annual subscription members, including 26,000 free trial members added through our RV dealer program. The remaining 102,400 have entered intopurchased a Thousand Trails Camping Pass (“TTC”), a right-to-use contract, membership, which can be purchased foris an annual subscription providing the member access to our Properties in one to five geographic areasregions of the United States and requiresStates. In 2022, a TTC membership for a single geographic region required an annual payment of $565.$630. In addition, membership customersmembers are eligible to upgrade their right-to-use contract from time-to-time. Ansubscriptions. A membership upgrade contract is distinguishable from a new right-to-use contract that a customer would enter by, depending on the type of upgrade, offeringmay offer (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 andcommunities, or (5) membership in discount travel programs. Each membership upgrade contract requires a nonrefundablenon-refundable upfront payment. Wepayment, for which we offer financing for the nonrefundable upfront paymentoptions to eligible customers. In addition, asAs a customer acquisition tool, we have relationships with a network of RV dealers to provide themeach new RV owner with a free one-year trial subscription to a TTC membership to give to their customers in connection with the purchase of an RV.
membership.
In our Home Sales and RentalRentals Operations business, our revenue streams include home sales, home rentals and brokerage services and ancillary activities. We generate revenue through home sales and rental operations by selling or leasing Site Setmanufactured homes and cottages that are located in Properties owned and managed by us. We continue to focus on our rental operations, as we believe renting our vacant new homes represents an attractive source of occupancy and thean opportunity to convert the renter to a new homebuyer in the future. We also sell and rent homes through our joint venture, ECHO Financing, LLC (the "ECHO JV"). We provideAdditionally, home sale brokerage services are offered to our residents of our Properties who movemay choose to sell their homes rather than relocate them when moving from a Property but do not relocate their home. In addition,Property. At certain Properties, we operate ancillary activities at certain Properties,facilities, such as golf courses, pro shops, stores and restaurants.
In the manufactured housing industry, options for home financing, also known as chattel financing, options ("Chattel Loans") are limited. FinancingChattel financing options available today include community owner fundedowner-funded programs or third partythird-party lender programs that provide subsidized financing to customers and often require the community owner to guarantee customer defaults. Third partyThird-party lender programs have stringent underwriting criteria, sizable down payment requirements, short term loan amortization and high interest rates. We have a limited program under which we purchase loans made by an unaffiliated lender to purchasers of homeshomebuyers at our Properties. In 2017,
Under the existing administration, the Federal Housing Finance Agency ("FHFA"(the “FHFA”), overseer of Fannie Mae, Freddie Mac (the “GSEs”) and the Federal Home Loan Banks, has focused on equitable access to affordable and sustainable housing. In 2017, the FHFA published Fannie Mae's and Freddie Mac'sthe Underserved Markets Plans for 2018-2020 (the "Plans"“GSE Plans”) under the Duty to ServeDuty-To-Serve (“DTS”) provisions mandated by the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended by the Housing and Economic Recovery Act of 2008. The GSEs subsequently added a 2021 Plan as a one-year extension and have since published their current 2022-2024 Plans.
The FHFA mandate requires Fannie Maethe GSE Plans to address leadership in developing loan products and Freddie Mac to serve
In addition to Netnet income computed in accordance with GAAP,U.S. Generally Accepted Accounting Principles (“GAAP”), we assess and measure our overall financial and operating performance using certain Non-GAAP supplemental measures, which include: (i) FFO, (ii) Normalized funds from operations ("Normalized FFO"),FFO, (iii) Income from property operations, (iv) Income from property operations, excluding deferrals and property management, and (v) Core Portfolio income from property operations, excluding deferrals and property management (operating results for propertiesProperties owned and operated in both periods under comparison) and (vi) Income from rental operations, net of depreciation.. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Definitions and reconciliations of these measures to the most comparable GAAP measures are included below in this discussion.
COVID-19 Pandemic Update
On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (COVID-19) a pandemic. Since the COVID-19 pandemic began, we have taken actions to prioritize the safety and security of our employees, residents and customers, while maintaining our high-quality standards in service to our residents and customers. Our Properties continue to be open subject to seasons of operations and state and local guidelines. Our property offices are open to residents and customers and we are complying with Center for Disease Control and Prevention recommended protocols.
45
Management's Discussion and Analysis (continued)
While the pandemic and related government measures, including the temporary closure of the Canadian border, adversely impacted our business in certain prior periods, we have experienced strong demand across our business in 2022, particularly in our RV portfolio. For additional details, see Results Overview.
We attribute the solid performance of our business to the fundamentals of our business model. The property locations and the lifestyle we offer have broad appeal to customers interested in enjoying an outdoor experience. We intend to continue to monitor the situation and we may take further actions that alter our business operations as may be required and that are in the best interests of our employees, residents, customers and shareholders. The extent of the impact that COVID-19 will have on our business going forward, including our financial condition, results of operations and cash flows, is dependent on multiple factors, many of which are unknown. For additional details, see Item 1A. Risk Factors.
Results Overview
Hurricane Ian made landfall on the west coast of Florida on September 28, 2022. For the majority of our Florida Properties, the impact was limited to flooding, wind, wind-blown debris and falling trees and branches. These properties have resumed operations. The most significant damage to our Properties occurred in or near the Fort Myers area. Six of our Properties in or near this market experienced utility disruptions. The properties include four RV parks and two marinas with a total of 2,100 sites/slips.During the storm, the four RV properties experienced strong winds as well as significant flooding, including from unprecedented storm surges that resulted in damage to certain common area buildings, utility infrastructure and residents’ homes. The two marinas suffered wind related building damage and the process of restoring the buildings has begun. Four of the six properties have resumed operations and two are expected to resume operations by the third quarter of 2023.
During the year ended December 31, 2022, we recognized $40.6 million of expenses for debris removal and cleanup costs related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $40.6 million related to the expected insurance recovery as a result of Hurricane Ian, which is included in Casualty related charges/recoveries, net in the Consolidated Statements of Income and Comprehensive Income. In addition, during the year ended December 31, 2022, we recorded a $5.4 million reduction to the carrying value of certain assets and an offsetting insurance recovery revenue of $5.4 million as a result of Hurricane Ian, which is included in Gain/(loss) on sale of real estate and impairment, net in the Consolidated Statements of Income and Comprehensive Income. We believe we have adequate insurance coverage, subject to deductibles, including business interruption though we are unable to predict the timing or amount of insurance recovery. As of February 21, 2023, we have received $19.7 million in proofs of loss from our insurance carriers in connection with our initial claim submissions.
Our Core Portfolio ("Core Portfolio") consists of our Properties owned and operated during the entire period. The Core Portfolio maycould change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. SinceOur Core Portfolio in 2022 and 2021 includes all Properties acquired prior to December 31, 2020 that we have owned and operated continuously since January 1, 2021. During the quarter ended December 31, 2022, operations at our two Florida Keys RV resortsFort Myers Beach, Gulf Air, Pine Island, and Ramblers Rest properties were interrupted during the quarter and year ended December 31, 2017,as a result of Hurricane Ian, therefore we designated these two resortsthem as Non-core properties. This change is reflected throughout the Results Overview.
For the year ended December 31, 2017,2022, property operating revenues in our Core Portfolio excluding deferrals, increased 5.8%6.5% and property operating expenses in our Core Portfolio, excluding deferrals and property management, increased 6.8%7.2%, from the year ended December 31, 2016,2021, resulting in an increase in our income from property operations, excluding deferrals and property management, of 5.0% from the year ended December 31, 2016.6.1%.
46
Management's Discussion and Analysis (continued)
RV Portfolio as a result of our ability to increaseand marina base rental rates and occupancy. RV revenuesincome in our Core Portfolio for the year ended December 31, 2017 were 5.9%2022, was 9.1% higher than the year ended December 31, 2016. Annual,same period in 2021 and was driven by an increase in annual and seasonal revenues. Core RV and transient revenuesmarina base rental income from annuals represents more than 60% of total Core RV and marina base rental income and increased 8.8% for the year ended December 31, 20172022 compared to the same period in 2021. Core seasonal RV and marina base rental income increased 5.6%, 9.0% and 4.5%, respectively, from38.6% for the year ended December 31, 2016.2022 compared to the same period in 2021. Core transient RV and marina base rental income decreased $3.4 million or 4.3%, for the year ended December 31, 2022 compared to the same period in 2021.
We continue to experience strong performance in our membership base within our Thousand Trails portfolio. For the year ended December 31, 2017,2022, annual membership subscriptions revenue increased 8.5% over the same period in 2021. During the year ended December 31, 2022, we sold approximately 14,128 TTCs23,237 TTC memberships and activated approximately 17,49028,178 TTC memberships through our RV dealer TTCs.program.
The following table below provides additional details regarding our TTCsTTC memberships for the past five years:
| 2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||
| TTC Origination | 51,415 | 50,523 | 44,129 | 41,484 | 37,528 | |||||||||||||||||||||||||||
| TTC Sales | 23,237 | 23,923 | 20,587 | 19,267 | 17,194 | |||||||||||||||||||||||||||
| RV Dealer TTC Activations | 28,178 | 26,600 | 23,542 | 22,217 | 20,334 | |||||||||||||||||||||||||||
| 2013 | 2014 | 2015 | 2016 | 2017 | ||||||||||
| TTC Origination | 15,607 | 18,187 | 25,544 | 29,576 | 31,618 | |||||||||
| TTC Sales | 9,289 | 10,014 | 11,877 | 12,856 | 14,128 | |||||||||
| RV Dealer TTC Activations | 6,318 | 8,173 | 13,667 | 16,720 | 17,490 | |||||||||
As of December 31, 2017,2022, we had 4,4172,811 occupied rental homes in our Core MH communities. For the years ended December 31, 2017 and 2016, home rental program net operating income was approximately $31.9Approximately $27.7 million and $32.2$31.5 million respectively, net of rental asset depreciation expense of approximately $10.4 million for the year ended December 31, 2017 and $10.7 million for the year ended December 31, 2016. Approximately $34.6 million and $35.7 million of home rental operations revenue related to Site rental was included in communityMH base rental income in our Core Portfolio for the years ended December 31, 20172022 and 2016,December 31, 2021, respectively.
Our gross investment in real estate has increased approximately $230.5$380.5 million to $4,915.8$7,369.6 million as of December 31, 20172022, from $4,685.3$6,989.1 million as of December 31, 2016,2021, primarily due to increased capital expenditures,new acquisitions as well as capital improvements during the acquisition of three Properties: Paradise Park-Largo, Bethpage Camp Resortyear ended December 31, 2022.
47
Management's Discussion and Grey's Point Camp.Analysis (continued)
Property AcquisitionsAcquisitions/Dispositions and Joint Ventures
The following chart lists the Properties or portfolios acquired or invested in during the periodsold from January 1, 20162021 through December 31, 20172022 and Sites added through expansion opportunities at our existing Properties.
| Location | Type of Property | Transaction Date | Sites | |||||||||||||||||||||||
Total Sites as of January 1, 2021 (1) (2) | 160,500 | |||||||||||||||||||||||||
| Acquisition Properties: | ||||||||||||||||||||||||||
| Okeechobee KOA Resort | Okeechobee, Florida | RV | January 21, 2021 | 740 | ||||||||||||||||||||||
| Cortez Village Marina | Cortez, Florida | Marina | February 5, 2021 | 353 | ||||||||||||||||||||||
| Fish Tale Marina | Fort Myers Beach, Florida | Marina | February 5, 2021 | 296 | ||||||||||||||||||||||
| Hi-Lift Marina | Adventure, Florida | Marina | February 5, 2021 | 211 | ||||||||||||||||||||||
| Hidden Harbour Marina | Pompano Beach, Florida | Marina | February 5, 2021 | 357 | ||||||||||||||||||||||
| Inlet Harbor Marina | Ponce Inlet, Florida | Marina | February 5, 2021 | 295 | ||||||||||||||||||||||
| Palm Harbour Marina | Cape Haze, Florida | Marina | February 5, 2021 | 260 | ||||||||||||||||||||||
| Riverwatch Marina | Stuart, Florida | Marina | February 5, 2021 | 306 | ||||||||||||||||||||||
| Boathouse Marina | Beaufort, North Carolina | Marina | February 5, 2021 | 547 | ||||||||||||||||||||||
| Dale Hollow State Park Marina | Burkesville, Kentucky | Marina | February 5, 2021 | 198 | ||||||||||||||||||||||
| Bay Point Marina | Marblehead, Ohio | Marina | February 5, 2021 | 841 | ||||||||||||||||||||||
| Rivers Edge Marina | North Charleston, South Carolina | Marina | February 5, 2021 | 503 | ||||||||||||||||||||||
| Pine Haven | Cape May, New Jersey | RV | June 3, 2021 | 629 | ||||||||||||||||||||||
Myrtle Beach Property (3) | Myrtle Beach, South Carolina | RV | August 26, 2021 | 813 | ||||||||||||||||||||||
Voyager RV Resort (4) | Tucson, Arizona | RV | October 14, 2021 | — | ||||||||||||||||||||||
RVC Portfolio (5) | Multiple | Unconsolidated JV | November 1, 2021 | 988 | ||||||||||||||||||||||
| Hope Valley | Turner, Oregon | RV | November 18, 2021 | 164 | ||||||||||||||||||||||
| Lake Conroe KOA | Montgomery, Texas | RV | December 15, 2021 | 261 | ||||||||||||||||||||||
| Blue Mesa Recreational Ranch | Gunnison, Colorado | Membership | February 18, 2022 | 385 | ||||||||||||||||||||||
| Pilot Knob RV Resort | Winterhaven, California | RV | February 18, 2022 | 247 | ||||||||||||||||||||||
| Holiday Trav-L-Park Resort | Emerald Isle, North Carolina | RV | June 15, 2022 | 299 | ||||||||||||||||||||||
| Oceanside RV Resort | Oceanside, California | RV | June 16, 2022 | 139 | ||||||||||||||||||||||
| Hiawasee KOA JV | Hiawassee, Georgia | Unconsolidated JV | November 10, 2022 | 283 | ||||||||||||||||||||||
| Whippoorwill Campground | Marmora, New Jersey | RV | December 20, 2022 | 288 | ||||||||||||||||||||||
| Expansion Site Development: | ||||||||||||||||||||||||||
| Sites added (reconfigured) in | 1,037 | |||||||||||||||||||||||||
| Sites added (reconfigured) in | 1,034 | |||||||||||||||||||||||||
Total Sites as of December 31, | 171,200 | |||||||||||||||||||||||||
(2) Sites are approximate.
(3) RV community operated by a tenant pursuant to an existing ground lease (See Item 8. Financial Statements and Supplementary Data — Note 7. Investment in Real Estate).
(4) On October 14, 2021, we completed the acquisition of the remaining interest in the Voyager joint venture (See Item 8. Financial Statements and Supplementary Data — Note 7. Investment in Real Estate). The Voyager joint venture sites were previously included in the Total Sites as of January 1, 2021.
(5) During the year ended December 31, 2022 we made investments in two additional joint ventures with RVC Outdoor Destinations. The joint ventures each have one property under development.
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Management's Discussion and Analysis (continued)
Markets
The following table identifies our largest markets by number of Sites and provides information regarding our Properties (excluding 17fourteen Properties owned through our seven Joint Ventures).
| Major Market | Total Sites | Number of Properties | Percent of Total Sites | Percent of Total Property Operating Revenue | ||||||||||||||||||||||
| Florida | 64,039 | 151 | 38.2 | % | 44.3 | % | ||||||||||||||||||||
| Northeast | 21,683 | 58 | 12.9 | % | 11.1 | % | ||||||||||||||||||||
| Arizona | 19,121 | 43 | 11.4 | % | 10.2 | % | ||||||||||||||||||||
| California | 13,440 | 47 | 8.0 | % | 11.7 | % | ||||||||||||||||||||
| Southeast | 12,991 | 34 | 7.7 | % | 5.7 | % | ||||||||||||||||||||
| Midwest | 12,474 | 31 | 7.4 | % | 5.4 | % | ||||||||||||||||||||
| Texas | 10,336 | 20 | 6.2 | % | 2.7 | % | ||||||||||||||||||||
| Northwest | 6,457 | 26 | 3.9 | % | 3.2 | % | ||||||||||||||||||||
| Colorado | 3,829 | 11 | 2.3 | % | 3.3 | % | ||||||||||||||||||||
| Other | 3,314 | 14 | 2.0 | % | 2.4 | % | ||||||||||||||||||||
| Total | 167,684 | 435 | 100.0 | % | 100.0 | % | ||||||||||||||||||||
| Major Market | Total Sites | Number of Properties | Percent of Total Sites | Percent of Total Property Operating Revenues (1) | |||||||
| Florida | 53,939 | 124 | 37.1 | % | 42.4 | % | |||||
| Northeast | 18,732 | 51 | 12.9 | % | 11.1 | % | |||||
| Arizona | 15,838 | 40 | 10.9 | % | 9.6 | % | |||||
| California | 13,681 | 48 | 9.4 | % | 14.1 | % | |||||
| Midwest | 12,270 | 34 | 8.4 | % | 6.7 | % | |||||
| Texas | 8,989 | 17 | 6.2 | % | 2.9 | % | |||||
| Southeast | 9,147 | 26 | 6.3 | % | 3.6 | % | |||||
| Northwest | 6,052 | 25 | 4.2 | % | 3.5 | % | |||||
| Colorado | 3,446 | 10 | 2.4 | % | 3.3 | % | |||||
| Other | 3,288 | 14 | 2.3 | % | 2.8 | % | |||||
| Total | 145,382 | 389 | 100.0 | % | 100.0 | % | |||||
Qualification as a REIT
Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe that we have met the requirements and have qualified for taxation as a real estate investment trust ("REIT") for U.S. federal income tax purposes since our taxable year ended December 31, 1993. WeREIT and we plan to continue to meet thethese requirements. The requirements for taxationqualification as a REIT. Many of these requirements, however,REIT are highly technical and complex, and concernas they pertain to the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions to our stockholders. The factExamples include that we holdat least 95% of our assets throughgross income must come from sources that are itemized in the REIT tax laws and at least 90% of our Operating PartnershipREIT taxable income, computed without regard to our deduction for dividends paid and our Subsidiaries further complicates the application of the REIT requirements.
net capital gain, must be distributed to stockholders annually. If we fail to qualify as a REIT and are unable to correct such failure, we would be subject to U.S. federal income tax at regular corporate rates. Also, unless the IRS granted us relief under certain statutory provisions,Additionally, we wouldcould remain disqualified as a REIT for four years following the year we first failed to qualify. Even if we qualify for taxation as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income.
Non-GAAP Financial Measures
We believe investors should review Income from Property Operationsproperty operations and Core Portfolio, FFO and Normalized FFO, and Income from Rental Operations, net of depreciation, along with GAAP net income and cash flowflows from operating activities, investing activities and financing activities, when evaluating an equity REIT'sREIT’s operating performance. A discussion of Income from Property Operationsproperty operations and Core Portfolio, FFO, and Normalized FFO and Income from Rental Operations, net of depreciation, and a reconciliation to net income, are included below.
Income from Property Operations and Core Portfolio
We use Incomeincome from property operations, and Incomeincome from property operations, excluding deferrals and property management and Core Portfolio income from property operations, excluding deferrals and property management, as alternative measures to evaluate the operating results of our manufactured home and RV communities.Properties. Income from property operations represents rental income, membership subscriptions and upgrade sales, utility income and right-to-useother income less property and rental home operating and maintenance expenses, real estate tax,taxes, membership sales and marketing expenses and property management expenses. Income from property operations, excluding deferrals and 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 the impactcertain administrative and professional expenses. We believe exclusion of property management expenses is helpful to investors and analysts as a measure of the GAAP deferraloperating results of right-to-use contract upfront paymentsour 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 related commissions, net. maintenance in the current and prior periods.
49
Management's Discussion and Analysis (continued)
We believe that this Non-GAAP financial measure is helpful to investors and analysts as a measure of the operating results of our properties.
Our Core Portfolio consists of our Properties owned and operated since December 31, 2015.during all of 2021 and 2022. Core Portfolio income from property operations, excluding deferrals and property management, is useful to investors for annual comparison as it removes the fluctuations associated with acquisitions, dispositions and significant transactions or unique situations. Our Non-Core Portfolio (or Acquisitions) includes all Properties that were not owned and operated during 2016all of 2021 and 2017, including2022. This includes, but is not limited to, six properties and eleven marinas acquired during 2021, four RV communities and one membership RV community acquired during 2022 and our Westwinds MH community and an adjacent shopping center. The ground leases with respect to Westwinds and the Florida Keys RV Resorts.adjacent shopping center terminated on August 31, 2022. The Non-Core properties also include Fort Myers Beach, Gulf Air, Pine Island, and Ramblers Rest.
Funds from Operations ("FFO"(“FFO”) and Normalized Funds from Operations ("(“Normalized FFO"”)
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,related to real estate, impairment charges and after adjustments forto reflect our share of FFO of 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 frombelieve FFO, as defined by the entryBoard of right-to-use contracts. In accordance with GAAP, the upfront non-refundable paymentsGovernors of NAREIT, is generally a measure of performance for an equity REIT. While FFO is a relevant and related commissions are deferred and amortized over the estimated customer life. Although the NAREIT definitionwidely used measure of FFOoperating performance for equity REITs, it does not address the treatment of non-refundable right-to-use payments, we believe thatrepresent cash flow from operations or net income as defined by GAAP, and it is appropriateshould not be considered as an alternative to adjust for the impact of the deferral activitythese indicators in our calculation of FFO.evaluating liquidity or operating performance.
We define Normalized FFO as FFO excluding the following non-operating income and expense items: a) the financial impact of contingent consideration; b)items such as gains and losses from early debt extinguishment, including prepayment penalties, and defeasance costs; c) property acquisitioncosts, transaction/pursuit costs, 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 properties, depreciation and amortization related to real estate all ofand impairment charges, 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 normal operations. For example, we believe that excluding the early extinguishment of debt property acquisition and other transaction costs related to mergers and acquisitionsmiscellaneous non-comparable items 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-GAAPNon-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-GAAPNon-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 flowflows 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.
50
Management's Discussion and Analysis (continued)
The following table reconciles Netnet income available for Common Stockholders to Incomeincome from property operations for the years ended December 31, 2017, 2016,2022, 2021 and 2015 (amounts in thousands):2020:
| Total Portfolio | |||||||||||||
| 2017 | 2016 | 2015 | |||||||||||
| Computation of Income from Property Operations: | |||||||||||||
| Net income available for Common Stockholders | $ | 189,904 | $ | 164,037 | $ | 130,145 | |||||||
| Perpetual stock dividends and original issuance costs | 7,685 | 9,226 | 9,226 | ||||||||||
| Income allocated to non-controlling interests - Common OP Units | 12,788 | 13,869 | 11,141 | ||||||||||
| Equity in income of unconsolidated joint ventures | (3,765 | ) | (2,605 | ) | (4,089 | ) | |||||||
| Income before equity in income of unconsolidated joint ventures | 206,612 | 184,527 | 146,423 | ||||||||||
| Total other income and expenses, net | 246,551 | 244,638 | 257,852 | ||||||||||
| Loss (Income) from home sales operations and other | 599 | 846 | (1,829 | ) | |||||||||
| Income/(loss) from property operations | $ | 453,762 | $ | 430,011 | $ | 402,446 | |||||||
| Total Portfolio | ||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||
| Computation of Income from Property Operations: | ||||||||||||||||||||
| Net income available for Common Stockholders | $ | 284,611 | $ | 262,462 | $ | 228,268 | ||||||||||||||
| Redeemable preferred stock dividends | 16 | 16 | 16 | |||||||||||||||||
| Income allocated to non-controlling interests – Common OP Units | 14,198 | 13,522 | 13,132 | |||||||||||||||||
| Equity in income of unconsolidated joint ventures | (3,363) | (3,881) | (5,399) | |||||||||||||||||
| Income before equity in income of unconsolidated joint ventures | 295,462 | 272,119 | 236,017 | |||||||||||||||||
| Loss on sale of real estate and impairment, net | — | 59 | — | |||||||||||||||||
| Total other expenses, net | 357,600 | 332,192 | 299,351 | |||||||||||||||||
| (Gain)/loss from home sales operations and other | (13,846) | (8,356) | 3,046 | |||||||||||||||||
| Income from property operations | $ | 639,216 | $ | 596,014 | $ | 538,414 | ||||||||||||||
The following table presents a calculation of FFO available for Common Stock and OP Unit holdersUnitholders and Normalized FFO available for Common Stock and OP Unit holdersUnitholders for the years ended December 31, 2017,2022, 2021 and 2020:
| (amounts in thousands) | 2022 | 2021 | 2020 | ||||||||||||||
| Computation of FFO and Normalized FFO: | |||||||||||||||||
| Net income available for Common Stockholders | $ | 284,611 | $ | 262,462 | $ | 228,268 | |||||||||||
| Income allocated to non-controlling interests – Common OP Units | 14,198 | 13,522 | 13,132 | ||||||||||||||
| Depreciation and amortization | 202,362 | 188,444 | 155,131 | ||||||||||||||
| Depreciation on unconsolidated joint ventures | 3,886 | 1,083 | 727 | ||||||||||||||
| Gain on unconsolidated joint ventures | — | — | (1,229) | ||||||||||||||
Loss on sale of real estate and impairment, net (1) | — | 59 | — | ||||||||||||||
| FFO available for Common Stock and OP Unit holders | 505,057 | 465,570 | 396,029 | ||||||||||||||
| Early debt retirement | 1,156 | 2,784 | 10,786 | ||||||||||||||
Transaction/pursuit costs (2) | 3,807 | 598 | — | ||||||||||||||
| Lease termination expenses | 3,119 | — | 1,446 | ||||||||||||||
| Normalized FFO available for Common Stock and OP Unit holders | $ | 513,139 | $ | 468,952 | $ | 408,261 | |||||||||||
| Weighted average Common Shares outstanding—Fully Diluted | 195,255 | 192,883 | 192,555 | ||||||||||||||
_____________________
(1) Reflects a $5.4 million reduction to the carrying value of certain assets and insurance recovery revenue of $5.4 million as a result of Hurricane Ian for the
year ended December 31, 20162022.
(2) Represents transaction/pursuit costs related to unconsummated acquisitions included in Other expenses in the Consolidated Statements of Income.
(3) Represents non-operating expenses associated with the Westwinds ground leases that terminated on August 31, 2022 and December 31, 2015 (amountsis included in thousands):General and
Administrative expenses in the Consolidated Statement of Income.
51
| 2017 | 2016 | 2015 | |||||||||
| Computation of FFO and Normalized FFO: | |||||||||||
| Net income available for Common Stockholders | $ | 189,904 | $ | 164,037 | $ | 130,145 | |||||
| Income allocated to common OP Units | 12,788 | 13,869 | 11,141 | ||||||||
| Right-to-use contract upfront payments, deferred, net | 4,108 | 3,079 | 4,231 | ||||||||
| Right-to-use contract commissions, deferred, net | (354 | ) | (223 | ) | (1,556 | ) | |||||
| Depreciation on real estate assets | 111,014 | 106,736 | 102,934 | ||||||||
| Depreciation on rental homes | 10,441 | 10,664 | 10,675 | ||||||||
| Amortization of in-place leases | 2,231 | 3,373 | 2,358 | ||||||||
| Depreciation on unconsolidated joint ventures | 1,533 | 1,292 | 1,081 | ||||||||
| FFO available for Common Stock and OP Unit holders | $ | 331,665 | $ | 302,827 | $ | 261,009 | |||||
| Transaction costs | 724 | 1,217 | 1,130 | ||||||||
| Early debt retirement | 2,785 | — | 16,913 | ||||||||
| Preferred stock original issuance | 757 | — | — | ||||||||
| Litigation Settlement, net | — | 2,415 | — | ||||||||
| Normalized FFO available for Common Stock and OP Unit holders | $ | 335,931 | $ | 306,459 | $ | 279,052 | |||||
| Weighted average common shares outstanding—fully diluted | 93,425 | 92,569 | 91,907 | ||||||||
Results of Operations
Income from Property Operations
The following table summarizes certain financial and statistical data for our Core Portfolio growth percentages excludeand total portfolio:
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | Variance | % Change | 2022 | 2021 | Variance | % Change | |||||||||||||||||||||||||||||||||||||||||||||
MH base rental income (1) | $ | 625,989 | $ | 591,725 | $ | 34,264 | 5.8 | % | $ | 633,958 | $ | 603,066 | $ | 30,892 | 5.1 | % | |||||||||||||||||||||||||||||||||||||
Rental home income (1) | 15,198 | 16,672 | (1,474) | (8.8) | % | 15,244 | 16,696 | (1,452) | (8.7) | % | |||||||||||||||||||||||||||||||||||||||||||
RV and marina base rental income (1) | 352,727 | 323,391 | 29,336 | 9.1 | % | 409,615 | 362,818 | 46,797 | 12.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Annual membership subscriptions | 62,502 | 58,122 | 4,380 | 7.5 | % | 63,215 | 58,251 | 4,964 | 8.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Membership upgrades sales (2) | 11,681 | 11,121 | 560 | 5.0 | % | 12,958 | 11,191 | 1,767 | 15.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Utility and other income (1) | 105,279 | 100,363 | 4,916 | 4.9 | % | 120,750 | 108,543 | 12,207 | 11.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Property operating revenues | 1,173,376 | 1,101,394 | 71,982 | 6.5 | % | 1,255,740 | 1,160,565 | 95,175 | 8.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Property operating and maintenance (1)(3) | 409,067 | 378,869 | 30,198 | 8.0 | % | 442,586 | 401,506 | 41,080 | 10.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Real estate taxes | 67,130 | 64,572 | 2,558 | 4.0 | % | 74,145 | 72,671 | 1,474 | 2.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Rental home operating and maintenance | 5,367 | 5,674 | (307) | (5.4) | % | 5,393 | 5,727 | (334) | (5.8) | % | |||||||||||||||||||||||||||||||||||||||||||
Membership sales and marketing (4) | 19,684 | 18,619 | 1,065 | 5.7 | % | 20,317 | 18,668 | 1,649 | 8.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Property operating expenses, excluding property management | 501,248 | 467,734 | 33,514 | 7.2 | % | 542,441 | 498,572 | 43,869 | 8.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Income from property operations, excluding property management (5) | 672,128 | 633,660 | 38,468 | 6.1 | % | 713,299 | 661,993 | 51,306 | 7.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Property management | 74,083 | 65,975 | 8,108 | 12.3 | % | 74,083 | 65,979 | 8,104 | 12.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Income from property operations (5) | 598,045 | 567,685 | 30,360 | 5.3 | % | 639,216 | 596,014 | 43,202 | 7.2 | % | |||||||||||||||||||||||||||||||||||||||||||
(1) Rental income consists of the impactfollowing total portfolio income items in this table: 1) MH base rental income, 2) Rental home income, 3) RV and marina base rental income and 4) Utility income, which is calculated by subtracting Other income on the Consolidated Statements of U.S. GAAPIncome and Comprehensive Income from Utility and other income in this table. The difference between the sum of the total portfolio income items and Rental income on the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Property operating and maintenance expense in this table.
(2) Membership upgrade sales revenue is net of deferrals of upfront payments from right-to-use contracts$21.7 million and related commissions.$25.1 million for the for the years ended December 31, 2022 and December 31, 2021, respectively.
(3) Includes bad debt expense for all periods presented.
(5) See Non-GAAP Financial Measures section of the Management’s Discussion (continued)and Analysis for definitions and reconciliations of these Non-GAAP measures to Net Income available for Common Shareholders.
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||
| 2017 | 2016 | Variance | % Change | 2017 | 2016 | Variance | % Change | ||||||||||||||||||||||
| Community base rental income | $ | 484,484 | $ | 462,321 | $ | 22,163 | 4.8 | % | $ | 489,613 | $ | 464,745 | $ | 24,868 | 5.4 | % | |||||||||||||
| Rental home income | 14,344 | 14,108 | 236 | 1.7 | % | 14,344 | 14,107 | 237 | 1.7 | % | |||||||||||||||||||
| Resort base rental income | 199,886 | 188,821 | 11,065 | 5.9 | % | 218,806 | 201,533 | 17,273 | 8.6 | % | |||||||||||||||||||
| Right-to-use annual payments | 45,748 | 45,035 | 713 | 1.6 | % | 45,798 | 45,035 | 763 | 1.7 | % | |||||||||||||||||||
| Right-to-use contracts current period, gross | 14,132 | 12,327 | 1,805 | 14.6 | % | 14,132 | 12,327 | 1,805 | 14.6 | % | |||||||||||||||||||
| Utility and other income | 90,341 | 80,153 | 10,188 | 12.7 | % | 93,252 | 81,427 | 11,825 | 14.5 | % | |||||||||||||||||||
| Property operating revenues, excluding deferrals | 848,935 | 802,765 | 46,170 | 5.8 | % | 875,945 | 819,174 | 56,771 | 6.9 | % | |||||||||||||||||||
| Property operating and maintenance | 281,055 | 260,607 | 20,448 | 7.8 | % | 294,119 | 268,249 | 25,870 | 9.6 | % | |||||||||||||||||||
| Rental home operating and maintenance | 6,610 | 6,882 | (272 | ) | (4.0 | )% | 6,610 | 6,883 | (273 | ) | (4.0 | )% | |||||||||||||||||
| Real estate taxes | 53,730 | 51,892 | 1,838 | 3.5 | % | 55,010 | 53,036 | 1,974 | 3.7 | % | |||||||||||||||||||
| Sales and marketing, gross | 11,436 | 11,058 | 378 | 3.4 | % | 11,438 | 11,056 | 382 | 3.5 | % | |||||||||||||||||||
| Property operating expenses, excluding deferrals and Property management | 352,831 | 330,439 | 22,392 | 6.8 | % | 367,177 | 339,224 | 27,953 | 8.2 | % | |||||||||||||||||||
Income from property operations, excluding deferrals and Property management (1) | 496,104 | 472,326 | 23,778 | 5.0 | % | 508,768 | 479,950 | 28,818 | 6.0 | % | |||||||||||||||||||
| Property management | 51,252 | 47,079 | 4,173 | 8.9 | % | 51,252 | 47,083 | 4,169 | 8.9 | % | |||||||||||||||||||
Income from property operations, excluding deferrals (1) | 444,852 | 425,247 | 19,605 | 4.6 | % | 457,516 | 432,867 | 24,649 | 5.7 | % | |||||||||||||||||||
| Right-to-use contracts, deferred and sales and marketing, deferred, net | 3,754 | 2,856 | 898 | 31.4 | % | 3,754 | 2,856 | 898 | 31.4 | % | |||||||||||||||||||
Income from property operations (1) | $ | 441,098 | $ | 422,391 | $ | 18,707 | 4.4 | % | $ | 453,762 | $ | 430,011 | $ | 23,751 | 5.5 | % | |||||||||||||
Total Portfolioportfolio income from property operations which includesfor 2022 increased $43.2 million, or 7.2%, from 2021, driven by an increase of $30.4 million, or 5.3%, from our Core Portfolio and Non-core portfolios, foran increase of $12.8 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 and RV and marina base rental income, partially offset by an increase in property operating expenses, excluding property management. The increase in income from property operations from our Non-Core Portfolio was attributed to income from properties acquired in the fourth quarter of 2021 and during the year ended December 31, 2017 increased $23.8 million, or 5.5% from the year ended December 31, 2016, driven by an2022. The increase of $18.7 million or 4.4%, in our Core Portfolio income from property operations and a $5.1 million increase infrom our Non-coreNon-Core Portfolio was primarily attributed to income from property operations.properties acquired throughout 2021 and 2022.
52
Management's Discussion and Analysis (continued)
Property Operating Revenues
RV and marina base rental income is comprised of the following (amounts in thousands):following:
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | Variance | % Change | 2022 | 2021 | Variance | % Change | |||||||||||||||||||||||||||||||||||||||
| Annual | $ | 224,647 | $ | 206,405 | $ | 18,242 | 8.8 | % | $ | 266,100 | $ | 237,204 | $ | 28,896 | 12.2 | % | |||||||||||||||||||||||||||||||
| Seasonal | 52,103 | 37,590 | 14,513 | 38.6 | % | 58,874 | 41,742 | 17,132 | 41.0 | % | |||||||||||||||||||||||||||||||||||||
| Transient | 75,977 | 79,396 | (3,419) | (4.3) | % | 84,641 | 83,872 | 769 | 0.9 | % | |||||||||||||||||||||||||||||||||||||
| RV and marina base rental income | $ | 352,727 | $ | 323,391 | $ | 29,336 | 9.1 | % | $ | 409,615 | $ | 362,818 | $ | 46,797 | 12.9 | % | |||||||||||||||||||||||||||||||
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||
| 2017 | 2016 | Variance | % Change | 2017 | 2016 | Variance | % Change | ||||||||||||||||||||||
| Annual | $ | 127,923 | $ | 121,113 | $ | 6,810 | 5.6 | % | $ | 133,236 | $ | 124,308 | $ | 8,928 | 7.2 | % | |||||||||||||
| Seasonal | 29,829 | 27,370 | 2,459 | 9.0 | % | 36,157 | 31,510 | 4,647 | 14.7 | % | |||||||||||||||||||
| Transient | 42,134 | 40,338 | 1,796 | 4.5 | % | 49,413 | 45,715 | 3,698 | 8.1 | % | |||||||||||||||||||
| Resort base rental income | $ | 199,886 | $ | 188,821 | $ | 11,065 | 5.9 | % | $ | 218,806 | $ | 201,533 | $ | 17,273 | 8.6 | % | |||||||||||||
Utility and other income in our Core Portfolio for the year ended December 31, 20172022 increased $10.2$4.9 million, or 12.7%4.9%, from the year ended December 31, 2016,2021. The increase was primarily due to an insurance recovery revenue accrualhigher utility income of $6.1 million and pass-through income of $1.7 million, partially offset by lower other property income of $2.9 million. Utility income increased across all utility types. The increase in pass-through income was primarily due to increases in real estate taxes based on tax assessment notices received in the prior year. The decrease in other property income is primarily related to Hurricane Irma,Hanna insurance proceeds related to prior storm events, and recoverable utility expense rate and usage increases during 2017.received in 2021.
Property Operating Expenses
Property operating expenses, excluding deferrals and property management, in our Core Portfolio for the year ended December 31, 20172022 increased $22.4$33.5 million, or 6.8%7.2%, from the year ended December 31, 2016. The increase was2021, primarily due to an increaseincreases in property operating and maintenance expenses of $20.4$30.2 million driven by an increaseand real estate taxes of $8.6 million in repairs$2.6 million. Property operating and maintenance costs recorded during the year ended December 31, 2017,expenses were higher in 2022, primarily relateddue to clean up costs as a result of Hurricane Irma and prior storm events, an increase of $4.7 millionincreases in utility expense, an increaseexpenses of $3.4$13.3 million, in property payroll driven by wage increasesexpenses of $7.7 million, repair and increased headcountmaintenance expenses of $5.8 million and an increaseinsurance and other expenses of $1.4 million in administrative costs.$3.1 million.
53
Management's Discussion and Analysis (continued)
Home Sales and Other
The following table summarizes certain financial and statistical data for our Home Sales Operations forand Other Operations:
| (amounts in thousands, except home sales volumes) | 2022 | 2021 | Variance | % Change | |||||||||||||||||||
Gross revenue from new home sales (1) | $ | 116,790 | $ | 94,160 | $ | 22,630 | 24.0 | % | |||||||||||||||
Cost of new home sales (1) | 104,684 | 88,404 | 16,280 | 18.4 | % | ||||||||||||||||||
| Gross revenue from used home sales | 4,401 | 4,297 | 104 | 2.4 | % | ||||||||||||||||||
| Cost of used home sales | 4,212 | 5,910 | (1,698) | (28.7) | % | ||||||||||||||||||
| Gross revenue from brokered resales and ancillary services | 58,988 | 54,060 | 4,928 | 9.1 | % | ||||||||||||||||||
| Cost of brokered resales and ancillary services | 30,116 | 26,309 | 3,807 | 14.5 | % | ||||||||||||||||||
| Home selling and ancillary operating expenses | 27,321 | 23,538 | 3,783 | 16.1 | % | ||||||||||||||||||
| Home sales volumes: | |||||||||||||||||||||||
New home sales (2) | 1,176 | 1,163 | 13 | 1.1 | % | ||||||||||||||||||
| New Home Sales Volume - ECHO JV | 78 | 82 | (4) | (4.9) | % | ||||||||||||||||||
| Used home sales | 337 | 432 | (95) | (22.0) | % | ||||||||||||||||||
| Brokered home resales | 808 | 735 | 73 | 9.9 | % | ||||||||||||||||||
__________________________
(1)New home sales gross revenue and costs of new home sales do not include the yearsrevenue and costs associated with our ECHO JV.
(2)Total new home sales volume includes home sales from our ECHO JV through December 22, 2022. On December 22, 2022, we completed the purchase of all homes held by the ECHO JV.
Gross revenues from new home sales increased $22.6 million and Cost of new home sales increased $16.3 million
during the year ended December 31, 2017 and 2016 (amounts in thousands, except home sales volumes).
| 2017 | 2016 | Variance | % Change | |||||||||||
Gross revenues from new home sales (1) | $ | 25,759 | $ | 26,074 | $ | (315 | ) | (1.2 | )% | |||||
Cost of new home sales (1) | (25,188 | ) | (26,028 | ) | 840 | 3.2 | % | |||||||
| Gross profit from new home sales | 571 | 46 | 525 | 1,141.3 | % | |||||||||
| Gross revenues from used home sales | 10,543 | 11,117 | (574 | ) | (5.2 | )% | ||||||||
| Cost of used home sales | (11,325 | ) | (11,428 | ) | 103 | 0.9 | % | |||||||
| Loss from used home sales | (782 | ) | (311 | ) | (471 | ) | (151.4 | )% | ||||||
| Brokered resale revenues and ancillary services revenues, net | 3,798 | 2,994 | 804 | 26.9 | % | |||||||||
| Home selling expenses | (4,186 | ) | (3,575 | ) | (611 | ) | (17.1 | )% | ||||||
| (Loss) from home sales operations and other | $ | (599 | ) | $ | (846 | ) | $ | 247 | (29.2 | )% | ||||
| Home sales volumes: | ||||||||||||||
New home sales (2) | 597 | 658 | (61 | ) | (9.3 | )% | ||||||||
| New Home Sales Volume - ECHO JV | 158 | 208 | (50 | ) | (24.0 | )% | ||||||||
| Used home sales | 1,280 | 1,266 | 14 | 1.1 | % | |||||||||
| Brokered home resales | 880 | 792 | 88 | 11.1 | % | |||||||||
The following table summarizes certain financial and statistical data for our manufacturedCore Portfolio and total portfolio:
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | Variance | % Change | 2022 | 2021 | Variance | % Change | |||||||||||||||||||||||||||||||||||||||||||||
MH base rental income (1) | $ | 625,989 | $ | 591,725 | $ | 34,264 | 5.8 | % | $ | 633,958 | $ | 603,066 | $ | 30,892 | 5.1 | % | |||||||||||||||||||||||||||||||||||||
Rental home income (1) | 15,198 | 16,672 | (1,474) | (8.8) | % | 15,244 | 16,696 | (1,452) | (8.7) | % | |||||||||||||||||||||||||||||||||||||||||||
RV and marina base rental income (1) | 352,727 | 323,391 | 29,336 | 9.1 | % | 409,615 | 362,818 | 46,797 | 12.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Annual membership subscriptions | 62,502 | 58,122 | 4,380 | 7.5 | % | 63,215 | 58,251 | 4,964 | 8.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Membership upgrades sales (2) | 11,681 | 11,121 | 560 | 5.0 | % | 12,958 | 11,191 | 1,767 | 15.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Utility and other income (1) | 105,279 | 100,363 | 4,916 | 4.9 | % | 120,750 | 108,543 | 12,207 | 11.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Property operating revenues | 1,173,376 | 1,101,394 | 71,982 | 6.5 | % | 1,255,740 | 1,160,565 | 95,175 | 8.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Property operating and maintenance (1)(3) | 409,067 | 378,869 | 30,198 | 8.0 | % | 442,586 | 401,506 | 41,080 | 10.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Real estate taxes | 67,130 | 64,572 | 2,558 | 4.0 | % | 74,145 | 72,671 | 1,474 | 2.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Rental home operating and maintenance | 5,367 | 5,674 | (307) | (5.4) | % | 5,393 | 5,727 | (334) | (5.8) | % | |||||||||||||||||||||||||||||||||||||||||||
Membership sales and marketing (4) | 19,684 | 18,619 | 1,065 | 5.7 | % | 20,317 | 18,668 | 1,649 | 8.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Property operating expenses, excluding property management | 501,248 | 467,734 | 33,514 | 7.2 | % | 542,441 | 498,572 | 43,869 | 8.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Income from property operations, excluding property management (5) | 672,128 | 633,660 | 38,468 | 6.1 | % | 713,299 | 661,993 | 51,306 | 7.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Property management | 74,083 | 65,975 | 8,108 | 12.3 | % | 74,083 | 65,979 | 8,104 | 12.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Income from property operations (5) | 598,045 | 567,685 | 30,360 | 5.3 | % | 639,216 | 596,014 | 43,202 | 7.2 | % | |||||||||||||||||||||||||||||||||||||||||||
(1) Rental income consists of the following total portfolio income items in this table: 1) MH base rental income, 2) Rental home income, 3) RV and marina base rental income and 4) Utility income, which is calculated by subtracting Other income on the Consolidated Statements of Income and Comprehensive Income from Utility and other income in this table. The difference between the sum of the total portfolio income items and Rental Operationsincome on the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Property operating and maintenance expense in this table.
(2) Membership upgrade sales revenue is net of deferrals of $21.7 million and $25.1 million for the for the years ended December 31, 20172022 and 2016 (amountsDecember 31, 2021, respectively.
(3) Includes bad debt expense for all periods presented.
(4) Membership sales and marketing expense is net of sales commission deferrals of $3.2 million and $5.1 million for the years ended December 31, 2022 and December 31, 2021, respectively.
(5) See Non-GAAP Financial Measures section of the Management’s Discussion and Analysis for definitions and reconciliations of these Non-GAAP measures to Net Income available for Common Shareholders.
Total portfolio income from property operations for 2022 increased $43.2 million, or 7.2%, from 2021, driven by an increase of $30.4 million, or 5.3%, from our Core Portfolio and an increase of $12.8 million from our Non-Core Portfolio. The increase in thousands, exceptincome from property operations from our Core Portfolio was primarily due to higher property operating revenues, primarily in MH base rental unit volumes). income and RV and marina base rental income, partially offset by an increase in property operating expenses, excluding property management. The increase in income from property operations from our Non-Core Portfolio was attributed to income from properties acquired in the fourth quarter of 2021 and during the year ended December 31, 2022. The increase in income from property operations from our Non-Core Portfolio was primarily attributed to income from properties acquired throughout 2021 and 2022.
52
Management's Discussion and Analysis (continued)
| 2017 | 2016 | Variance | % Change | |||||||||||
| New Home | $ | 27,043 | $ | 25,267 | $ | 1,776 | 7.0 | % | ||||||
| Used Home | 21,893 | 24,578 | (2,685 | ) | (10.9 | )% | ||||||||
Rental operations revenue (1) | 48,936 | 49,845 | (909 | ) | (1.8 | )% | ||||||||
| Rental home operating and maintenance | (6,610 | ) | (6,883 | ) | 273 | 4.0 | % | |||||||
| Income from rental operations | 42,326 | 42,962 | (636 | ) | (1.5 | )% | ||||||||
Depreciation on rental homes (2) | (10,441 | ) | (10,664 | ) | 223 | 2.1 | % | |||||||
| Income from rental operations, net of depreciation | $ | 31,885 | $ | 32,298 | $ | (413 | ) | (1.3 | )% | |||||
Gross investment in new manufactured home rental units (3) | $ | 132,478 | $ | 126,455 | $ | 6,023 | 4.8 | % | ||||||
| Gross investment in used manufactured home rental units | $ | 43,374 | $ | 51,467 | $ | (8,093 | ) | (15.7 | )% | |||||
| Net investment in new manufactured home rental units | $ | 105,828 | $ | 103,436 | $ | 2,392 | 2.3 | % | ||||||
| Net investment in used manufactured home rental units | $ | 23,779 | $ | 32,239 | $ | (8,460 | ) | (26.2 | )% | |||||
Number of occupied rentals – new, end of period (4) | 2,533 | 2,375 | 158 | 6.7 | % | |||||||||
| Number of occupied rentals—used, end of period | 1,884 | 2,375 | (491 | ) | (20.7 | )% | ||||||||
Property Operating Revenues MH base rental income in our Core Portfolio for 2022 increased $34.3 million, or 5.8%, from 2021, which reflects 5.4% growth from rate increases and 0.4% growth from occupancy gains. The average monthly base rental income per Site in our Core portfolio increased to approximately $757 in 2022 from approximately $718 in 2021. The average occupancy in our Core Portfolio was 95.1% in both 2022 and 2021. RV and marina base rental income is comprised of the following:
Annual RV and marina base rental income increased during the year ended December 31, 2022, from the year ended December 31, 2021, across all regions and was due to increases in rate and occupancy. The increase in Seasonal RV and marina base rental income was driven by increases in the South and West regions during the first quarter of 2022, as these regions were adversely impacted in 2021 by travel restrictions resulting from COVID-19, in particular from the closure of the Canadian border. The decrease in Transient RV and marina base rental income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Utility and other income in our Core Portfolio for 2022 increased $4.9 million, or 4.9%, from 2021. The increase was primarily due to higher rental rate.utility income of $6.1 million and pass-through income of $1.7 million, partially offset by lower other property income of $2.9 million. Utility income increased across all utility types. The increase in pass-through income was primarily due to increases in real estate taxes based on tax assessment notices received in the prior year. The decrease in other property income is primarily related to Hurricane Hanna insurance proceeds received in 2021.
Property operating expenses, excluding property management, in our Core Portfolio for 2022 increased $33.5 million, or 7.2%, from 2021, primarily due to increases in property operating and maintenance expenses of $30.2 million and real estate taxes of $2.6 million. Property operating and maintenance expenses were higher in 2022, primarily due to increases in utility expenses of $13.3 million, property payroll expenses of $7.7 million, repair and maintenance expenses of $5.8 million and insurance and other expenses of $3.1 million.
53
Management's Discussion and Analysis (continued)
Home Sales and Other
The following table summarizes other incomecertain financial and expensesstatistical data for our Home Sales and Other Operations:
| (amounts in thousands, except home sales volumes) | 2022 | 2021 | Variance | % Change | |||||||||||||||||||
Gross revenue from new home sales (1) | $ | 116,790 | $ | 94,160 | $ | 22,630 | 24.0 | % | |||||||||||||||
Cost of new home sales (1) | 104,684 | 88,404 | 16,280 | 18.4 | % | ||||||||||||||||||
| Gross revenue from used home sales | 4,401 | 4,297 | 104 | 2.4 | % | ||||||||||||||||||
| Cost of used home sales | 4,212 | 5,910 | (1,698) | (28.7) | % | ||||||||||||||||||
| Gross revenue from brokered resales and ancillary services | 58,988 | 54,060 | 4,928 | 9.1 | % | ||||||||||||||||||
| Cost of brokered resales and ancillary services | 30,116 | 26,309 | 3,807 | 14.5 | % | ||||||||||||||||||
| Home selling and ancillary operating expenses | 27,321 | 23,538 | 3,783 | 16.1 | % | ||||||||||||||||||
| Home sales volumes: | |||||||||||||||||||||||
New home sales (2) | 1,176 | 1,163 | 13 | 1.1 | % | ||||||||||||||||||
| New Home Sales Volume - ECHO JV | 78 | 82 | (4) | (4.9) | % | ||||||||||||||||||
| Used home sales | 337 | 432 | (95) | (22.0) | % | ||||||||||||||||||
| Brokered home resales | 808 | 735 | 73 | 9.9 | % | ||||||||||||||||||
__________________________
(1)New home sales gross revenue and costs of new home sales do not include the years endedrevenue and costs associated with our ECHO JV.
(2)Total new home sales volume includes home sales from our ECHO JV through December 31, 201722, 2022. On December 22, 2022, we completed the purchase of all homes held by the ECHO JV.
Gross revenues from new home sales increased $22.6 million and 2016 (amounts in thousands).Cost of new home sales increased $16.3 million
| 2017 | 2016 | Variance | % Change | |||||||||||
| Depreciation on real estate and rental homes | $ | (121,455 | ) | $ | (117,400 | ) | $ | (4,055 | ) | (3.5 | )% | |||
| Amortization of in-place leases | (2,231 | ) | (3,373 | ) | 1,142 | 33.9 | % | |||||||
| Interest income | 7,580 | 6,845 | 735 | 10.7 | % | |||||||||
| Income from other investments, net | 5,795 | 7,310 | (1,515 | ) | (20.7 | )% | ||||||||
| General and administrative (excluding transaction costs) | (31,013 | ) | (29,787 | ) | (1,226 | ) | (4.1 | )% | ||||||
| Transaction costs | (724 | ) | (1,217 | ) | 493 | 40.5 | % | |||||||
| Other expenses, including property rights initiatives | (1,148 | ) | (4,986 | ) | 3,838 | 77.0 | % | |||||||
| Early debt retirement | (2,785 | ) | — | (2,785 | ) | 100.0 | % | |||||||
| Interest and related amortization | (100,570 | ) | (102,030 | ) | 1,460 | 1.4 | % | |||||||
| Total other income and expenses, net | $ | (246,551 | ) | $ | (244,638 | ) | $ | (1,913 | ) | (0.8 | )% | |||
Income from Property Operations
The following table summarizes certain financial and statistical data for theour Core Portfolio and total portfolio:
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | Variance | % Change | 2022 | 2021 | Variance | % Change | |||||||||||||||||||||||||||||||||||||||||||||
MH base rental income (1) | $ | 625,989 | $ | 591,725 | $ | 34,264 | 5.8 | % | $ | 633,958 | $ | 603,066 | $ | 30,892 | 5.1 | % | |||||||||||||||||||||||||||||||||||||
Rental home income (1) | 15,198 | 16,672 | (1,474) | (8.8) | % | 15,244 | 16,696 | (1,452) | (8.7) | % | |||||||||||||||||||||||||||||||||||||||||||
RV and marina base rental income (1) | 352,727 | 323,391 | 29,336 | 9.1 | % | 409,615 | 362,818 | 46,797 | 12.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Annual membership subscriptions | 62,502 | 58,122 | 4,380 | 7.5 | % | 63,215 | 58,251 | 4,964 | 8.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Membership upgrades sales (2) | 11,681 | 11,121 | 560 | 5.0 | % | 12,958 | 11,191 | 1,767 | 15.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Utility and other income (1) | 105,279 | 100,363 | 4,916 | 4.9 | % | 120,750 | 108,543 | 12,207 | 11.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Property operating revenues | 1,173,376 | 1,101,394 | 71,982 | 6.5 | % | 1,255,740 | 1,160,565 | 95,175 | 8.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Property operating and maintenance (1)(3) | 409,067 | 378,869 | 30,198 | 8.0 | % | 442,586 | 401,506 | 41,080 | 10.2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Real estate taxes | 67,130 | 64,572 | 2,558 | 4.0 | % | 74,145 | 72,671 | 1,474 | 2.0 | % | |||||||||||||||||||||||||||||||||||||||||||
| Rental home operating and maintenance | 5,367 | 5,674 | (307) | (5.4) | % | 5,393 | 5,727 | (334) | (5.8) | % | |||||||||||||||||||||||||||||||||||||||||||
Membership sales and marketing (4) | 19,684 | 18,619 | 1,065 | 5.7 | % | 20,317 | 18,668 | 1,649 | 8.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Property operating expenses, excluding property management | 501,248 | 467,734 | 33,514 | 7.2 | % | 542,441 | 498,572 | 43,869 | 8.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Income from property operations, excluding property management (5) | 672,128 | 633,660 | 38,468 | 6.1 | % | 713,299 | 661,993 | 51,306 | 7.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| Property management | 74,083 | 65,975 | 8,108 | 12.3 | % | 74,083 | 65,979 | 8,104 | 12.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Income from property operations (5) | 598,045 | 567,685 | 30,360 | 5.3 | % | 639,216 | 596,014 | 43,202 | 7.2 | % | |||||||||||||||||||||||||||||||||||||||||||
(1) Rental income consists of the following total portfolio income items in this table: 1) MH base rental income, 2) Rental home income, 3) RV and marina base rental income and 4) Utility income, which is calculated by subtracting Other income on the Consolidated Statements of Income and Comprehensive Income from Utility and other income in this table. The difference between the sum of the total portfolio income items and Rental income on the Consolidated Statements of Income and Comprehensive Income is bad debt expense, which is presented in Property operating and maintenance expense in this table.
(2) Membership upgrade sales revenue is net of deferrals of $21.7 million and $25.1 million for the for the years ended December 31, 20162022 and 2015 (amounts in thousands). December 31, 2021, respectively.
(3) Includes bad debt expense for all periods presented.
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||
| 2016 | 2015 | Variance | % Change | 2016 | 2015 | Variance | % Change | ||||||||||||||||||||||
| Community base rental income | $ | 461,892 | $ | 441,642 | $ | 20,250 | 4.6 | % | $ | 464,745 | $ | 442,046 | $ | 22,699 | 5.1 | % | |||||||||||||
| Rental home income | 14,107 | 14,007 | 100 | 0.7 | % | 14,107 | 14,012 | 95 | 0.7 | % | |||||||||||||||||||
| Resort base rental income | 194,204 | 183,394 | 10,810 | 5.9 | % | 201,533 | 184,760 | 16,773 | 9.1 | % | |||||||||||||||||||
| Right-to-use annual payments | 45,035 | 44,443 | 592 | 1.3 | % | 45,035 | 44,443 | 592 | 1.3 | % | |||||||||||||||||||
| Right-to-use contracts current period, gross | 12,327 | 12,783 | (456 | ) | (3.6 | )% | 12,327 | 12,783 | (456 | ) | (3.6 | )% | |||||||||||||||||
| Utility and other income | 80,484 | 75,959 | 4,525 | 6.0 | % | 81,427 | 76,153 | 5,274 | 6.9 | % | |||||||||||||||||||
| Property operating revenues, excluding deferrals | 808,049 | 772,228 | 35,821 | 4.6 | % | 819,174 | 774,197 | 44,977 | 5.8 | % | |||||||||||||||||||
| Property operating and maintenance | 263,677 | 253,639 | 10,038 | 4.0 | % | 268,249 | 254,668 | 13,581 | 5.3 | % | |||||||||||||||||||
| Rental home operating and maintenance | 6,882 | 7,167 | (285 | ) | (4.0 | )% | 6,883 | 7,167 | (284 | ) | (4.0 | )% | |||||||||||||||||
| Real estate taxes | 52,029 | 50,894 | 1,135 | 2.2 | % | 53,036 | 50,962 | 2,074 | 4.1 | % | |||||||||||||||||||
| Sales and marketing, gross | 11,056 | 11,750 | (694 | ) | (5.9 | )% | 11,056 | 11,751 | (695 | ) | (5.9 | )% | |||||||||||||||||
| Property operating expenses, excluding deferrals and Property management | 333,644 | 323,450 | 10,194 | 3.2 | % | 339,224 | 324,548 | 14,676 | 4.5 | % | |||||||||||||||||||
Income from property operations, excluding deferrals and Property management (1) | 474,405 | 448,778 | 25,627 | 5.7 | % | 479,950 | 449,649 | 30,301 | 6.7 | % | |||||||||||||||||||
| Property management | 47,081 | 44,527 | 2,554 | 5.7 | % | 47,083 | 44,528 | 2,555 | 5.7 | % | |||||||||||||||||||
Income from property operations, excluding deferrals (1) | 427,324 | 404,251 | 23,073 | 5.7 | % | 432,867 | 405,121 | 27,746 | 6.8 | % | |||||||||||||||||||
| Right-to-use contracts, deferred and sales and marketing, deferred, net | 2,856 | 2,675 | 181 | 6.8 | % | 2,856 | 2,675 | 181 | 6.8 | % | |||||||||||||||||||
Income from property operations (1) | $ | 424,468 | $ | 401,576 | $ | 22,892 | 5.7 | % | $ | 430,011 | $ | 402,446 | $ | 27,565 | 6.8 | % | |||||||||||||
Total portfolio income from property operations for 2022 increased $43.2 million, or 7.2%, from 2021, driven by an increase of $30.4 million, or 5.3%, from our Core Portfolio and an increase of $12.8 million from our Non-Core Portfolio. The increase in total portfolio Incomeincome from property operations isfrom our Core Portfolio was primarily due to increaseshigher property operating revenues, primarily in both Core and Non-Core communityMH base rental income resortand RV and marina base rental income, as well as increased utility and other income.partially offset by an increase in property operating expenses, excluding property management. The increase in Property operating revenues, excluding deferrals, is partially offset by increasesincome from property operations from our Non-Core Portfolio was attributed to income from properties acquired in Property operatingthe fourth quarter of 2021 and maintenance expense and real estate taxes.
during the year ended December 31, 2022. The 4.6% increase in Coreincome from property operations from our Non-Core Portfolio communitywas primarily attributed to income from properties acquired throughout 2021 and 2022.
52
Management's Discussion and Analysis (continued)
Property Operating Revenues
MH base rental income primarily reflected a 3.7%in our Core Portfolio for 2022 increased $34.3 million, or 5.8%, from 2021, which reflects 5.4% growth from rate increases and a 0.9%0.4% growth from occupancy gains. The average monthly base rentrental income per siteSite in our Core portfolio increased to approximately $590$757 in 20162022 from approximately $569$718 in 2015.2021. The average occupancy increased to 93.5% in 2016 from 92.6%our Core Portfolio was 95.1% in 2015.both 2022 and 2021.
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | Variance | % Change | 2022 | 2021 | Variance | % Change | |||||||||||||||||||||||||||||||||||||||
| Annual | $ | 224,647 | $ | 206,405 | $ | 18,242 | 8.8 | % | $ | 266,100 | $ | 237,204 | $ | 28,896 | 12.2 | % | |||||||||||||||||||||||||||||||
| Seasonal | 52,103 | 37,590 | 14,513 | 38.6 | % | 58,874 | 41,742 | 17,132 | 41.0 | % | |||||||||||||||||||||||||||||||||||||
| Transient | 75,977 | 79,396 | (3,419) | (4.3) | % | 84,641 | 83,872 | 769 | 0.9 | % | |||||||||||||||||||||||||||||||||||||
| RV and marina base rental income | $ | 352,727 | $ | 323,391 | $ | 29,336 | 9.1 | % | $ | 409,615 | $ | 362,818 | $ | 46,797 | 12.9 | % | |||||||||||||||||||||||||||||||
Annual RV and marina base rental income increased during the year ended December 31, 2022, from the year ended December 31, 2021, across all regions and was due to increases in thousands):
| Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||
| 2016 | 2015 | Variance | % Change | 2016 | 2015 | Variance | % Change | ||||||||||||||||||||||
| Annual | $ | 121,103 | $ | 114,565 | $ | 6,538 | 5.7 | % | $ | 124,308 | $ | 115,314 | $ | 8,994 | 7.8 | % | |||||||||||||
| Seasonal | 29,589 | 28,709 | 880 | 3.1 | % | 31,510 | 28,998 | 2,512 | 8.7 | % | |||||||||||||||||||
| Transient | 43,512 | 40,120 | 3,392 | 8.5 | % | 45,715 | 40,448 | 5,267 | 13.0 | % | |||||||||||||||||||
| Resort base rental income | $ | 194,204 | $ | 183,394 | $ | 10,810 | 5.9 | % | $ | 201,533 | $ | 184,760 | $ | 16,773 | 9.1 | % | |||||||||||||
Utility and other income in our Core Portfolio for 2022 increased $4.9 million, or 4.9%, from 2021. The increase was primarily due to higher utility income of $6.1 million and pass-through income of $1.7 million, partially offset by our third party sales agent. During the year ending December 31, 2016, there were 2,477 upgrade sales with an average price per salelower other property income of $4,978. This compares to 2,687 upgrade sales with an average price per sale of $4,745 for the year ended December 31, 2015.
$2.9 million. Utility income increased across all utility types. The increase in pass-through income was primarily due to increases in real estate taxes based on tax assessment notices received in the prior year. The decrease in other property income is primarily related to Hurricane Hanna insurance proceeds received in 2021.
Property Operating Expenses
Property operating expenses, excluding property management, in our Core Portfolio for 2022 increased $33.5 million, or 7.2%, from 2021, primarily due to increases in property operating and maintenance expenses of $30.2 million and real estate taxes of $2.6 million. Property operating and maintenance expenses waswere higher in 2022, primarily driven by increased repairsdue to increases in utility expenses of $13.3 million, property payroll expenses of $7.7 million, repair and maintenance Property payrollexpenses of $5.8 million and utility expense. The increase in repairs and maintenance is largely due to extraordinary repairs and maintenance, specifically storm debris clean-up costs and a marina fire. Additionally, repairs and maintenance increased due to excess water hauling due to significant rainfall in the South region. The increase in Property payroll is driven by annual salary increases, while the increase in utility expense is primarily driven by increases in sewer, water and trash expenses at certain Properties, and is offset by the increase in utility recoveries reflected in utilityinsurance and other income.expenses of $3.1 million.
53
Management's Discussion and Analysis (continued)
Home Sales Operationsand Other
The following table summarizes certain financial and statistical data for our Home Sales Operations forand Other Operations:
| (amounts in thousands, except home sales volumes) | 2022 | 2021 | Variance | % Change | |||||||||||||||||||
Gross revenue from new home sales (1) | $ | 116,790 | $ | 94,160 | $ | 22,630 | 24.0 | % | |||||||||||||||
Cost of new home sales (1) | 104,684 | 88,404 | 16,280 | 18.4 | % | ||||||||||||||||||
| Gross revenue from used home sales | 4,401 | 4,297 | 104 | 2.4 | % | ||||||||||||||||||
| Cost of used home sales | 4,212 | 5,910 | (1,698) | (28.7) | % | ||||||||||||||||||
| Gross revenue from brokered resales and ancillary services | 58,988 | 54,060 | 4,928 | 9.1 | % | ||||||||||||||||||
| Cost of brokered resales and ancillary services | 30,116 | 26,309 | 3,807 | 14.5 | % | ||||||||||||||||||
| Home selling and ancillary operating expenses | 27,321 | 23,538 | 3,783 | 16.1 | % | ||||||||||||||||||
| Home sales volumes: | |||||||||||||||||||||||
New home sales (2) | 1,176 | 1,163 | 13 | 1.1 | % | ||||||||||||||||||
| New Home Sales Volume - ECHO JV | 78 | 82 | (4) | (4.9) | % | ||||||||||||||||||
| Used home sales | 337 | 432 | (95) | (22.0) | % | ||||||||||||||||||
| Brokered home resales | 808 | 735 | 73 | 9.9 | % | ||||||||||||||||||
__________________________
(1)New home sales gross revenue and costs of new home sales do not include the yearsrevenue and costs associated with our ECHO JV.
(2)Total new home sales volume includes home sales from our ECHO JV through December 22, 2022. On December 22, 2022, we completed the purchase of all homes held by the ECHO JV.
Gross revenues from new home sales increased $22.6 million and Cost of new home sales increased $16.3 million
during the year ended December 31, 2016 and 2015 (amounts in thousands, except home sales volumes).
| 2016 | 2015 | Variance | % Change | |||||||||||
Gross revenues from new home sales (1) | $ | 26,074 | $ | 17,674 | $ | 8,400 | 47.5 | % | ||||||
Cost of new home sales (1) | (26,028 | ) | (16,678 | ) | (9,350 | ) | (56.1 | )% | ||||||
| Gross profit from new home sales | 46 | 996 | (950 | ) | (95.4 | )% | ||||||||
| Gross revenues from used home sales | 11,117 | 15,476 | (4,359 | ) | (28.2 | )% | ||||||||
| Cost of used home sales | (11,428 | ) | (15,601 | ) | 4,173 | 26.7 | % | |||||||
| Gross (loss) profit from used home sales | (311 | ) | (125 | ) | (186 | ) | (148.8 | )% | ||||||
| Brokered resale revenues and ancillary services revenues, net | 2,994 | 4,149 | (1,155 | ) | (27.8 | )% | ||||||||
| Home selling expenses | (3,575 | ) | (3,191 | ) | (384 | ) | (12.0 | )% | ||||||
| Income from home sales operations and other | $ | (846 | ) | $ | 1,829 | $ | (2,675 | ) | (146.3 | )% | ||||
| Home sales volumes: | ||||||||||||||
Total new home sales(2) | 658 | 479 | 179 | 37.4 | % | |||||||||
| New Home Sales Volume - ECHO JV | 208 | 178 | 30 | 16.9 | % | |||||||||
| Used home sales | 1,266 | 1,489 | (223 | ) | (15.0 | )% | ||||||||
| Brokered home resales | 792 | 884 | (92 | ) | (10.4 | )% | ||||||||
price during the year ended December 31, 2022, compared to the year ended December 31, 2021.
Rental Operations
The following table summarizes certain financial and statistical data for our manufacturedMH Rental Operations:
| (amounts in thousands, except rental unit volumes) | 2022 | 2021 | Variance | % Change | |||||||||||||||||||
Rental operations revenue (1) | $ | 42,871 | $ | 48,202 | $ | (5,331) | (11.1) | % | |||||||||||||||
| Rental home operating and maintenance | 5,367 | 5,674 | (307) | (5.4) | % | ||||||||||||||||||
Depreciation on rental homes (2) | 10,060 | 10,548 | (488) | (4.6) | % | ||||||||||||||||||
Gross investment in new manufactured home rental units (3) | $ | 237,816 | $ | 226,761 | $ | 11,055 | 4.9 | % | |||||||||||||||
| Gross investment in used manufactured home rental units | $ | 14,685 | $ | 16,100 | $ | (1,415) | (8.8) | % | |||||||||||||||
| Net investment in new manufactured home rental units | $ | 196,053 | $ | 184,539 | $ | 11,514 | 6.2 | % | |||||||||||||||
| Net investment in used manufactured home rental units | $ | 8,210 | $ | 8,700 | $ | (490) | (5.6) | % | |||||||||||||||
| Number of occupied rentals – new, end of period | 2,481 | 3,038 | (557) | (18.3) | % | ||||||||||||||||||
| Number of occupied rentals—used, end of period | 330 | 424 | (94) | (22.2) | % | ||||||||||||||||||
_____________________
(1)Consists of Site rental income and home Rental Operationsrental income. Approximately $27.7 million and $31.5 million for the years ended December 31, 20162022 and 2015 (amountsDecember 31, 2021, respectively, of Site rental income is included in thousands, except rental unit volumes).
| 2016 | 2015 | Variance | % Change | |||||||||||
| New Home | $ | 25,267 | $ | 22,801 | $ | 2,466 | 10.8 | % | ||||||
| Used Home | 24,578 | 27,826 | (3,248 | ) | (11.7 | )% | ||||||||
Rental operations revenue (1) | 49,845 | 50,627 | (782 | ) | (1.5 | )% | ||||||||
| Rental home operating and maintenance | (6,883 | ) | (7,167 | ) | 284 | 4.0 | % | |||||||
| Income from rental operations | 42,962 | 43,460 | (498 | ) | (1.1 | )% | ||||||||
Depreciation on rental homes (2) | (10,664 | ) | (10,675 | ) | 11 | 0.1 | % | |||||||
| Income from rental operations, net of depreciation | $ | 32,298 | $ | 32,785 | $ | (487 | ) | (1.5 | )% | |||||
Gross investment in new manufactured home rental units (3) | $ | 126,455 | $ | 111,814 | $ | 14,641 | 13.1 | % | ||||||
| Gross investment in used manufactured home rental units | $ | 51,467 | $ | 57,427 | $ | (5,960 | ) | (10.4 | )% | |||||
| Net investment in new manufactured home rental units | $ | 103,436 | $ | 92,503 | $ | 10,933 | 11.8 | % | ||||||
| Net investment in used manufactured home rental units | $ | 32,239 | $ | 40,864 | $ | (8,625 | ) | (21.1 | )% | |||||
Number of occupied rentals – new, end of period (4) | 2,375 | 2,170 | 205 | 9.4 | % | |||||||||
| Number of occupied rentals—used, end of period | 2,375 | 2,797 | (422) | (15.1 | )% | |||||||||
(2)Presented in Depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income.
(3)New home cost basis in 2021 does not include the costs associated with our ECHO JV. On December 31, 201622, 2022, we completed the used occupancy decrease is partially offsetacquisition of all manufactured homes held by an increased numberthe ECHO joint venture for a purchase price of occupied new homes at a higher rental rate.$10.0 million.
54
Management's Discussion and Analysis (continued)
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2016expenses:
| (amounts in thousands, expenses shown as negative) | 2022 | 2021 | Variance | % Change | |||||||||||||||||||
| Depreciation and amortization | $ | (202,362) | $ | (188,444) | $ | (13,918) | (7.4) | % | |||||||||||||||
| Interest income | 7,430 | 7,016 | 414 | 5.9 | % | ||||||||||||||||||
| Income from other investments, net | 8,553 | 4,555 | 3,998 | 87.8 | % | ||||||||||||||||||
| General and administrative | (44,857) | (39,576) | (5,281) | (13.3) | % | ||||||||||||||||||
| Other expenses | (8,646) | (4,241) | (4,405) | (103.9) | % | ||||||||||||||||||
| Early debt retirement | (1,156) | (2,784) | 1,628 | 58.5 | % | ||||||||||||||||||
| Interest and related amortization | (116,562) | (108,718) | (7,844) | (7.2) | % | ||||||||||||||||||
| Total other income and expenses, net | $ | (357,600) | $ | (332,192) | $ | (25,408) | (7.6) | % | |||||||||||||||
Total other income and2015 (amounts in thousands).
| 2016 | 2015 | Variance | % Change | |||||||||||
| Depreciation on real estate and rental homes | $ | (117,400 | ) | $ | (113,609 | ) | $ | (3,791 | ) | (3.3 | )% | |||
| Amortization of in-place leases | (3,373 | ) | (2,358 | ) | (1,015 | ) | (43.0 | )% | ||||||
| Interest income | 6,845 | 7,030 | (185 | ) | (2.6 | )% | ||||||||
| Income from other investments, net | 7,310 | 7,359 | (49 | ) | (0.7 | )% | ||||||||
| General and administrative (excluding transaction costs) | (29,787 | ) | (29,514 | ) | (273 | ) | (0.9 | )% | ||||||
| Transaction costs | (1,217 | ) | (1,130 | ) | (87 | ) | (7.7 | )% | ||||||
| Other expenses, including property rights initiatives | (4,986 | ) | (2,986 | ) | (2,000 | ) | (67.0 | )% | ||||||
| Early debt retirement | — | (16,913 | ) | 16,913 | 100.0 | % | ||||||||
| Interest and related amortization | (102,030 | ) | (105,731 | ) | 3,701 | 3.5 | % | |||||||
| Total other income and expenses, net | $ | (244,638 | ) | $ | (257,852 | ) | $ | 13,214 | 5.1 | % | ||||
Casualty related charges/(recoveries), net
During the year ended December 31, 2016 compared2022, we recorded $40.6 million of expenses for debris removal and cleanup costs and an offsetting insurance recovery revenue accrual of $40.6 million related to related to the expected insurance recovery as a result of Hurricane Ian. For additional information see Results Overview.
Loss on sale of real estate and impairment, net
During the year ended December 31, 2015, primarily due to approximately $17.02022, we recorded a $5.4 million of early debt retirement fees associated with defeasance and prepayment activity during the first quarter of 2015. Additionally, interest and related amortization decreased comparedreduction to the prior year due tocarrying value of certain assets as a result of property damage caused by Hurricane Ian and offsetting insurance recovery revenue of $5.4 million for the decrease in secured debt related to refinancing and payment activity, as well as lower weighted average interest rates. These decreases were partially offset by increases in depreciation on real estate and rental homes and other expenses, including property rights initiatives. These expenses increased due to higher capital expenditures, 2016 acquisitions properties, as well as $2.4 million related to resolution of the California lawsuits.
Liquidity and Capital Resources
Liquidity
Our primary demands for liquidity include payment of operating expenses, dividend distributions, debt service, including principal and interest, capital improvements on properties, purchasing both newProperties, home purchases and pre-owned homes, acquisitions of new Properties, and distributions.property acquisitions. We expect similar demandsdemand 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"(“LOC”) and proceeds from issuance of equity and debt securities.
One of our stated objectives is to maintain financial flexibility. Achieving this objective allows us to take advantage of strategic opportunities that may arise. When investing capital, we consider all potential uses, including returning capital to our stockholders or the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, alternative opportunistic capital uses and capital requirements. We believe effective management of our balance sheet, including maintaining various access points to raise capital, managing future debt maturities and borrowing at competitive rates, enables us to meet this objective. Accessing long-term secured debt continues to be our focus.
Total secured debt encumbered a total of 114 and 117 of our Properties as of December 31, 2022 and December 31, 2021, respectively, and the gross carrying value of such Properties was approximately $2,868.3 million and $2,817.5 million, as of December 31, 2022 and December 31, 2021, respectively.
As of December 31, 2022, we have available liquidity in the form of approximately 413.9 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.
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Management's Discussion and Analysis (continued)
On November 2, 2017,February 24, 2022, we extendedentered into our ATMcurrent at-the-market (“ATM”) equity 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 $500.0 million. Prior to establishing our current ATM program, our prior ATM equity offering program had an aggregate offering price of up to $200.0 million. ForDuring the year ended December 31, 2017,2022, we sold 1,380,017328,123 shares of our common stock under theour prior ATM equity offering program for gross cash proceeds of approximately $120.7$28.0 million at a weighted average share price of $87.46 before expenses of approximately $1.5 million.$86.46. As of December 31, 2017, $150.0 million2022, the full capacity of common stock remained available for issuance under theour current ATM equity offering program (see remained available for issuance.
During the year ended December 31, 2022, we closed on a $200.0 million senior unsecured term loan (the "Unsecured Term Loan"). The maturity date is January 21, 2027. The Unsecured Term Loan bears interest at a rate of SOFR, plus approximately 1.30% to 1.80%, depending on leverage levels. We also closed on a secured refinancing transaction generating gross proceeds of $200.0 million. The loan is secured by one MH community, has a fixed interest rate of 3.36% per annum and has a maturity date of May 1, 2034. See Item 8. Financial Statements and Supplementary Data—Note 410. Borrowing Arrangements for further details.
During the year ended December 31, 2021, we closed on an amended revolving line of credit with borrowing capacity of $500.0 million and a $300.0 million term loan (“Term Loan”). The variable interest rate on the Term Loan is LIBOR plus 1.40%. Pursuant to the Consolidated Financial Statements). In addition,Swap (as defined below), we have available liquidityfixed the interest rate at 1.8% per annum. See Item 8. Financial Statements and Supplementary Data—Note 10. Borrowing Arrangements for further details.
We also utilize interest rate swaps to add stability to our interest expense and to manage our exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the formfair value of authorizedthe designated derivative are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and unissued preferred stocksubsequently reclassified into earnings on the Consolidated Statements of approximately 10.0 million sharesIncome and approximately 111.4 million shares of authorized but unissued common stock registered for sale underComprehensive Income in the Securities Act of 1933, as amended, byperiod that the hedged forecasted transaction affects earnings.
During the year ended December 31, 2021, we entered into a shelf registration statement which was automatically effective when filed with the SEC. Our charter allowsthree-year LIBOR Swap Agreement (the “ Swap”) allowing us to issue up to 200.0trade the variable interest rate associated with our variable rate debt for a fixed interest rate. The Swap has a notional amount of $300.0 million shares of common stock, par value $0.01outstanding principal and fixes the underlying LIBOR rate at 0.39% per shareannum and up to 10.0 million shares of preferred stock, par value $0.01 per share.matures on March 25, 2024. For additional information regarding our interest rate swap, see Item 8. Financial Statements and Supplementary Data—Note 11. Derivative Instruments and Hedging Activities.
We expectcontinue to meetmonitor the development and adoption of an alternative index to LIBOR to manage the transition. Given the majority of our short-term liquidity requirements, including distributions forcurrent debt is secured and not subject to LIBOR, we do not believe the next twelve months, generally through available cash as well as net cash provided by operating activities and availability undertransition from LIBOR to an alternative index will have a significant impact on 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.consolidated financial statements.
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,using long-term collateralized and uncollateralized borrowings including borrowings under the existing LOC and the issuance of debt securities or additionalthe issuance of equity securities (including pursuant toincluding under our ATM equity offering program), in addition to netprogram.
The following table summarizes our cash provided by operating activities. We expect to satisfy our 2018 maturities with existing cash, anticipated operating cash flow and/or refinancing proceeds.flows activity:
| For the years ended December 31, | ||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||
Net cash provided by operating activities (1) | $ | 475,814 | $ | 509,027 | $ | 417,412 | ||||||||||||||
Net cash used in investing activities (1) | (402,067) | (828,430) | (401,254) | |||||||||||||||||
| Net cash (used in) provided by financing activities | (174,798) | 418,741 | (20,958) | |||||||||||||||||
| Net (decrease) increase in cash and restricted cash | $ | (101,051) | $ | 99,338 | $ | (4,800) | ||||||||||||||
_____________________
(1)Amounts are restated. See Item 8. Financial Statements and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) by and among us, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and other lenders named therein, which amends and restates the termsSupplementary Data—Note 3, Restatement of the obligations owed by us under the Amended, Restated andPreviously Issued Consolidated Credit Agreement dated as of July 17, 2014 pursuant to which we have access to a $400 million unsecured line of credit (the “LOC”) and a $200 million senior unsecured term loan (the “Term Loan”). The LOC maturity date was extended to October 27, 2021, and this term can be extended an additional year in two six month increments, subject to certain conditions. In 2017, we incurred commitment and arrangement fees of approximately $3.7 million to enter into the LOC and extend the Term Loan.Financial Statements for more information.
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Management's Discussion and Analysis (continued)
| For the years ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| Net cash provided by operating activities | $ | 384,490 | $ | 353,348 | $ | 352,882 | ||||||
| Net cash used in investing activities | (310,949 | ) | (218,822 | ) | (120,707 | ) | ||||||
| Net cash used in financing activities | (98,796 | ) | (158,444 | ) | (225,631 | ) | ||||||
| Net (decrease) increase in cash and cash equivalents | $ | (25,255 | ) | $ | (23,918 | ) | $ | 6,544 | ||||
Operating Activities
Net cash provided by operating activities increased $31.2decreased $33.2 million to $384.5$475.8 million for the year ended December 31, 20172022, from $353.3$509.0 million for the year ended December 31, 2016.2021. The overall increasedecrease in net cash provided by operating activities was primarily due to an increase in Income from property operationsnet purchases of $23.8manufactured homes of $27.4 million,, long term incentive compensation of $4.8 million paid during the year ended December 31, 2016 and the net settlement of $2.4 million paid during the year ended December 31, 2016 related to the resolution of the California lawsuits.
| For the years ended December 31, | ||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||
| Purchase of manufactured homes | $ | (123,522) | $ | (86,025) | $ | (49,125) | ||||||||||||||
| Sale of manufactured homes | 96,103 | 81,062 | 38,845 | |||||||||||||||||
| Manufactured homes, net | $ | (27,419) | $ | (4,963) | $ | (10,280) | ||||||||||||||
Investing Activities
Net cash used in investing activities increased $92.1decreased $426.4 million to $310.9$402.1 million for the year ended December 31, 20172022, from $218.8$828.4 million for the year ended December 31, 2016.2021. The increasedecrease in net cash used in investing activities was primarily due to higher spending on real estatea decrease in acquisitions of $439.7 million, partially offset by an increase in capital improvements of $45.0 million.
Capital Improvements
The following table summarizes capital improvements:
| For the years ended December 31, | ||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||
Asset preservation (1) | $ | 46,406 | $ | 43,618 | $ | 35,409 | ||||||||||||||
Improvements and renovations (2) | 34,121 | 26,887 | 24,580 | |||||||||||||||||
Property upgrades and development (3) | 134,318 | 120,209 | 93,139 | |||||||||||||||||
Site development (4)(5) | 22,105 | 10,370 | 10,490 | |||||||||||||||||
Total property improvements(5) | 236,950 | 201,084 | 163,618 | |||||||||||||||||
| Corporate | 12,327 | 3,181 | 4,339 | |||||||||||||||||
Total capital improvements(5) | $ | 249,277 | $ | 204,265 | $ | 167,957 | ||||||||||||||
_____________________
(1)Includes upkeep of property infrastructure including utilities and investments in joint ventures during the year ended December 31, 2017streets and the issuancereplacement of a short term loancommunity equipment and vehicles.
(2)Includes enhancements to amenities such as buildings, common areas, swimming pools and replacement of $13.8furniture and site amenities.
(3)Includes $3.2 million of restoration and improvement capital expenditures related to one of our joint ventures.
(4)Includes capital expenditures to $120.7 millionimprove the infrastructure required to set Manufactured homes.
(5)Amounts are restated. See Item 8. Financial Statements and Supplementary Data—Note 3, Restatement of Previously Issued Consolidated Financial Statements for the year ended December 31, 2015. The increase in net cash used in investing activities was primarily due to higher spending on real estate acquisitions and an increase in capital improvements.more information.
For the years ended December 31,(1) | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
Recurring Capital Expenditures (2) | $ | 39,833 | $ | 37,709 | $ | 36,780 | ||||||
Property upgrades and site development (3) | 34,690 | 19,244 | 13,677 | |||||||||
New home investments (4) (5) | 45,640 | 56,651 | 35,420 | |||||||||
Used home investments (5) | 4,298 | 4,961 | 7,010 | |||||||||
| Total Property | 124,461 | 118,565 | 92,887 | |||||||||
| Corporate | 1,589 | 872 | 912 | |||||||||
| Total Capital improvements | $ | 126,050 | $ | 119,437 | $ | 93,799 | ||||||
Financing Activities
Net cash used in financing activities decreased $59.6 million to $98.8was $174.8 million for the year ended December 31, 2017 from $158.42022. Net cash provided by financing activities was $418.7 million for the year ended December 31, 2016.2021. The decreaseincrease in net cash used in financing activities was primarily due to an increase in net debt proceedspayments on the LOC of approximately $153.3$278.0 million during the year ended December 31, 2017 and an increase in thedecreased proceeds from the saleissuance of $111.9 million of common stock under our ATM equity program of approximately $70.7 million, partially offset by redemption of our Series C Preferred Stock of $136.3 million during the year ended December 31, 2017stock.
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Management's Discussion and an increase in distributions to our common stockholders of $23.7 million.Analysis (continued)
Contractual Obligations
As of December 31, 2017,2022, we were subject to certain contractual payment obligations(1) as described in the table below (amountsfollowing table:
| (amounts in thousands) | Total | 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | |||||||||||||||||||||||||||||||||||||
Long Term Borrowings (2) | $ | 3,415,979 | $ | 154,814 | $ | 74,214 | $ | 349,820 | $ | 366,784 | $ | 269,481 | $ | 2,200,866 | ||||||||||||||||||||||||||||||
Interest Expense (3) | 845,785 | 100,422 | 95,524 | 90,277 | 82,815 | 78,763 | 397,984 | |||||||||||||||||||||||||||||||||||||
| LOC Maintenance Fee | 2,336 | 1,019 | 1,017 | 300 | — | — | — | |||||||||||||||||||||||||||||||||||||
Ground Leases (4) | 7,921 | 668 | 675 | 680 | 684 | 689 | 4,525 | |||||||||||||||||||||||||||||||||||||
| Office and Other Leases | 26,116 | 3,770 | 3,407 | 3,108 | 2,613 | 2,424 | 10,794 | |||||||||||||||||||||||||||||||||||||
| Total Contractual Obligations | $ | 4,298,137 | $ | 260,693 | $ | 174,837 | $ | 444,185 | $ | 452,896 | $ | 351,357 | $ | 2,614,168 | ||||||||||||||||||||||||||||||
| Weighted average interest rates - Long Term Borrowings | 3.52 | % | 3.42 | % | 3.38 | % | 3.36 | % | 3.49 | % | 3.53 | % | 3.63 | % | ||||||||||||||||||||||||||||||
_____________________
(1)We do not include insurance, property taxes and cancellable contracts in thousands):the contractual obligations table.
(2)Balances exclude note premiums of $0.1 million and unamortized deferred financing costs of $28.1 million. Balances represent debt maturing and scheduled periodic payments as well as our LOC balance of $198.0 million outstanding as of December 31, 2022, on the Consolidated Balance Sheets.
Total (5) | 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | ||||||||||||||||||||||
Long Term Borrowings (1) | $ | 2,220,493 | $ | 47,300 | $ | 241,158 | $ | 158,547 | $ | 248,414 | $ | 168,625 | $ | 1,356,449 | ||||||||||||||
Interest Expense (2) | 794,056 | 97,872 | 88,068 | 77,470 | 69,248 | 58,826 | 402,572 | |||||||||||||||||||||
| Operating Lease | 8,354 | 2,221 | 2,062 | 2,011 | 1,711 | 200 | 149 | |||||||||||||||||||||
LOC Maintenance Fee (3) | 2,326 | 608 | 608 | 612 | 498 | — | — | |||||||||||||||||||||
Ground Lease (4) | 15,655 | 2,022 | 2,028 | 2,030 | 2,033 | 1,533 | 6,009 | |||||||||||||||||||||
| Total Contractual Obligations | $ | 3,040,884 | $ | 150,023 | $ | 333,924 | $ | 240,670 | $ | 321,904 | $ | 229,184 | $ | 1,765,179 | ||||||||||||||
| Weighted average interest rates - Long Term Borrowings | 4.24 | % | 4.52 | % | 4.41 | % | 4.26 | % | 4.17 | % | 4.07 | % | 4.17 | % | ||||||||||||||
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,flows, 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. As of December 31, 2017,2022, approximately 29.9%19.8% of our outstanding secured debt is fully amortizing.
The Operating Partnership operated and managed Westwinds, a 720 site mobilehome community, and Nicholson Plaza, an adjacent shopping center, both located in San Jose, California pursuant to ground leases that expired on August 31, 2022 and did not contain extension options. For the year ended December 31, 2022, Westwinds and Nicholson Plaza generated approximately $3.2 million of net operating income.
The master lessor of these ground leases, The Nicholson Family Partnership (together with its predecessor in interest, the “Nicholsons”), expressed a desire to redevelop Westwinds, and in a written communication, they claimed that we were obligated to deliver the property free and clear of any and all subtenancies upon the expiration of the ground leases on August 31, 2022. In connection with any redevelopment, the City of San Jose’s conversion ordinance requires, among other things, that the landowner provide relocation, rental and purchase assistance to the impacted residents. We believe the Nicholsons were unlawfully attempting to impose those obligations upon the Operating Partnership.
Westwinds opened in the 1970s and was developed by the original ground lessee with assistance from the Nicholsons. In 1997, the Operating Partnership acquired the leasehold interest in the ground leases. In addition to rent based on the operations of Westwinds, the Nicholsons received a percentage of gross revenues from the sale of new or used mobile homes in Westwinds.
The Operating Partnership entered into subtenancy agreements with the mobilehome residents of Westwinds. Because the ground leases with the Nicholsons had an expiration date of August 31, 2022, and no further right of extension, the Operating Partnership did not enter into any subtenancy agreements that extended beyond August 31, 2022. However, the mobilehome residents’ occupancy rights continued by operation of California state and San Jose municipal law beyond the expiration date of the ground leases. Notwithstanding this, the Nicholsons made what we believe to be an unlawful demand that the Operating Partnership deliver the property free and clear of any subtenancies upon the expiration of the ground leases by August 31, 2022. We believe the Nicholsons’ demand (i) violated California state and San Jose municipal law because the Nicholsons had demanded that the Operating Partnership remove all residents without just cause and (ii) conflicted with the terms and conditions of the ground leases, which contained no express or implied requirement that the Operating Partnership deliver the property free and clear of all subtenancies at the mobile home park and required, instead, that the Operating Partnership continuously operate the mobilehome park during the lease term.
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Management's Discussion and Analysis (continued)
On December 30, 2019, the Operating Partnership, together with certain interested parties, filed a complaint in California Superior Court for Santa Clara County, seeking declaratory relief pursuant to which it requested that the Court determine, among other things, that the Operating Partnership had no obligation to deliver the property free and clear of the mobilehome residents upon the expiration of the ground leases. The Operating Partnership and the interested parties filed an amended complaint on January 29, 2020.
Following the filing of our lawsuit, the City of San Jose took steps to accelerate the passage of a general plan amendment previously under review by the City to change the designation for Westwinds from its current general plan designation of Urban Residential (which would allow for higher density redevelopment), to a newly created designation of Mobile Home Park. The Nicholsons expressed opposition to this change in designation. However, on March 10, 2020, following significant pressure from residents and advocacy groups, the City Council approved this new designation for all 58 mobilehome communities in the City of San Jose, including Westwinds. In addition to requirements imposed by California state and San Jose municipal law, the change in designation requires, among other things, a further amendment to the general plan to a different land use designation by the City Council prior to any change in use.
The Nicholsons filed a demand for arbitration on January 28, 2020, which they subsequently amended, seeking (i) a declaration that the Operating Partnership, as the “owner and manager” of Westwinds, was “required by the Ground Leases, and State and local law to deliver the Property free of any encumbrances or third-party claims at the expiration of the lease terms,” (ii) that the Operating Partnership anticipatorily breached the ground leases by publicly repudiating any such obligation and (iii) that the Operating Partnership was required to indemnify the Nicholsons with respect to the claims brought by the interested parties in the Superior Court proceeding.
On February 3, 2020, the Nicholsons filed a motion in California Superior Court to compel arbitration and to stay the Superior Court litigation, which motion was heard on June 25, 2020. On July 29, 2020, the Superior Court issued a final order denying the Nicholsons' motion to compel arbitration. The Nicholsons filed a notice of appeal on August 7, 2020, which appeal was heard on February 1, 2022. On February 4, 2022, the California Court of Appeal affirmed the Superior Court’s order denying the Nicholsons' motion to compel arbitration. On February 22, 2022, the Nicholsons filed a petition for rehearing, which the Court of Appeal denied on March 2, 2022. On March 16, 2022, the Nicholsons filed a petition for review with the California Supreme Court, which the California Supreme Court denied on April 20, 2022. On May 18, 2022, the Nicholsons filed a cross complaint alleging that the Operating Partnership was obligated to deliver Westwinds free and clear of encumbrances and in good condition and repair. The cross complaint asserted that it was no longer feasible for the Operating Partnership to cure its alleged breaches given that the ground leases terminated as of August 31, 2022. The Nicholsons filed a demurrer to our complaint which was denied by the Superior Court.
On July 19, 2022, the Nicholsons sent two notices of default to the Operating Partnership, one related to Westwinds and the other related to Nicholson Plaza, the adjacent shopping center. The notices generally assert that the Operating Partnership failed to maintain or repair certain infrastructure and improvements at Westwinds and Nicholson Plaza. The Operating Partnership disputes the contention that it did not maintain Westwinds and Nicholson Plaza in compliance with the terms of the applicable ground leases.
The arbitration that was previously stayed pursuant to an agreement between the Operating Partnership and the Nicholsons was set for a hearing on October 31, 2022 with respect to the Nicholsons’ claim that the Operating Partnership was required to indemnify the Nicholsons with respect to the claims brought by the interested parties in the Superior Court proceeding and a claim by the Operating Partnership for recovery of fees incurred in connection with the Nicholsons’ failed motion to compel arbitration.
On October 6, 2022, the parties to the Superior Court proceeding as well as the arbitration entered into a binding agreement which was subsequently documented and implemented, pursuant to which, among other things, all claims pending in the Superior Court and in the arbitration were dismissed with prejudice; however, the Nicholsons reserved their rights to pursue their claim that the Operating Partnership failed to maintain or repair certain infrastructure and improvements at Westwinds and Nicholson Plaza. To the extent the Nicholsons pursue such claim, we intend to vigorously defend our interests.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and judgmentsassumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures. Actual results could differ from these estimates.
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Management's Discussion and Analysis (continued)
For additional information regarding our significant accounting policies, see Item 8. Financial Statements and Supplementary Data—Note 2. Summary of Significant Accounting Policies.
Impairment of Long-Lived Assets and unconsolidated joint ventures
We review our Properties for impairment whenever events or changes in circumstances indicate that the carrying value of the Property may not be recoverable. Real estate investments are subject to varying degrees of risk. Several factors may adversely affect theThe economic performance and value of our real estate investments. Theseinvestments could be adversely impacted by many factors include:including factors outside of our control. We consider impairment indicators including, but not limited to, the following:
•generalnational, regional and/or local economic climate;conditions;
•competition from MH and RV communities and other housing options;
•local conditions, such as an increase in unemployment;
•changes in market rental rates;rates or occupancy; and
•physical damage or environmental indicators.
Any adverse changes in these factors could cause an impairment in our assets, including our investment in real estate and investmentsdevelopment projects in unconsolidated joint venture partnerships.progress.
value.
Off Balance Sheet Arrangements
Inflation
Substantially all of the leases at the Propertiesour MH communities allow for monthly or annual rent increases which provide us with the opportunityability to achieve increases,increase rent, where justified by the market. Such types of leases generally minimize our risks of inflation. In addition, rental rates for our resort Properties are not generally subject to leasesannual RV and rentsmarina Sites are established for these Sites on an annual basis. Our right-to-use contractsmembership subscriptions 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 old. Currently, 21.6%approximately 20.0% of our dues are frozen.
Some of our costs, including operating and administrative expenses, interest expense and construction costs are subject to inflation. These expenses include but are not limited to property-related contracted services, utilities, repairs and maintenance and insurance and general and administrative costs, including compensation costs.
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Management's Discussion and Analysis (continued)
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The fair value of our long-term debt obligations is affected by changes in market interest rates, withhowever our scheduled maturities are well laddered from 2018 to 2041. At December 31, 2017, approximately 100.0% or approximately $2.0 billion of our outstanding secured debt had fixed interest rates with scheduled maturities from 20182023 to 2041, which minimizes the market risk until the debt matures. As of December 31, 2022, we had $92.5 million of secured debt maturing in 2023. In addition, approximately 29.9%19.8% of our outstanding secured debt is fully amortizing, further reducing the market risk. risk related to increased interest rates.
For each increase in interest rates of 1.0% (or 100 basis points), the fair value of the total outstanding debt would decrease by approximately $240.1$308.8 million. For each decrease in interest rates of 1.0% (or 100 basis points), the fair value of the total outstanding debt would increase by approximately $273.7$340.0 million. If interest rates were to increase or decrease by 1.0%, there would be no effect on interest expense or cash flows as our outstandingOur secured debt has fixed interest rates so interest expense and cash flows would not be affected by fluctuations in interest rates.
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FORWARD-LOOKING STATEMENTS
•our ability to control costs and real estate market conditions, the actual rate of decline inour ability to retain 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 Propertiesproperties currently owned or that we may acquire;
•our ability to attract and retain customers entering, renewing and attract customers renewing, upgrading and entering right-to-use contracts;membership subscriptions;
•our assumptions about rental and home sales markets;
•our ability to manage counter-partycounterparty risk;
•our ability to renew our insurance policies at existing rates and on consistent terms;
•results from home sales and occupancy will continue to be impacted by local economic conditions, including an adequate supply of homes at reasonable costs, 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 familysingle-family housing and not manufactured housing;
•effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions;
•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;
•the effect of Hurricane Ian on our business including, but not limited to the following: (i) the timing and cost of recovery, (ii) the condition of properties and the impact on occupancy demand and related rent revenue and (iii) the timing and amount of insurance proceeds;
•our ability to obtain financing or refinance existing debt on favorable terms or at all;
•the effect of inflation and interest rates;
•the effect from any breach of our, or any of our vendors', data management systems;
•the dilutive effects of issuing additional securities;
•the effectpotential impact of, accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic "Revenue Recognition";
and our ability to remediate, material weaknesses in our internal control over financial reporting;•the outcome of pending or future lawsuits or actions brought by or against us, including those disclosed in our filings with the Securities and Exchange Commission; and
•other risks indicated from time to time in our filings with the Securities and Exchange Commission.
In addition, these forward-looking statements are subject to risks related to the COVID-19 pandemic, many of which are unknown, including the duration of the pandemic, the extent of the adverse health impact on the general population and on our residents, customers and employees in particular, its impact on the employment rate and the economy, the extent and impact of governmental responses and the impact of operational changes we have implemented and may implement in response to the pandemic.
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.
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Item 8.Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.10-K/A.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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 and accounting officer), maintains a system of disclosure controls and procedures, designed to provide reasonable assurance that information we are required to disclose in the reports that we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that we will detect or uncover failures to disclose material information otherwise required to be set forth in our periodic reports.
Changes in Internal Control Over Financial Reporting
Report of Management on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
On February 21, 2023, we filed the Original Report on Form 10-K. At the time, our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, had performed an evaluation and concluded that our internal control over financial reporting was effective as of December 31, 2017.2022. In making this assessment, our management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"(“COSO”) in "“Internal Control-Integrated Framework" Framework”(2013 framework). Subsequent to that evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2022 due to a material weakness related to a lack of an effectively designed control activity related to the evaluation of the classification of cash flows pursuant to the predominance
63
principle in ASC 230 associated with the purchase and sale of manufactured homes within the Consolidated Statements of Cash Flows.
The effectiveness of our internal control over financial reporting as of December 31, 20172022, has been audited by our independent registered public accounting firm, as stated in theirits report on Page F-3.page F-[4].
In order to remediate the material weakness, during the quarter ended June 30, 2023 we enhanced our 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 within the Consolidated Statement of Cash Flows. 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, 2023.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
64
PART III
Items 10 and 11. Directors, Executive Officers and Corporate Governance, and Executive Compensation
The information required by Items 10 and 11 will be contained in the Proxy Statement on Schedule 14A for the 20182023 Annual Meeting and is therefore incorporated by reference, and thus Items 10 and 11 have been omitted in accordance with General Instruction G(3) to Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
The information regardingfollowing table presents securities authorized for issuance under our equity compensation plans as of December 31, 2022:
| Plan Category | Number of securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) | ||||||||||||||
Equity compensation plans approved by security holders (1) | 80,985 | $ | 54.94 | 5,231,784 | |||||||||||||
Equity compensation plans not approved by security holders (2) | N/A | N/A | 674,007 | ||||||||||||||
| Total | 80,985 | $ | 54.94 | 5,905,791 | |||||||||||||
_____________________
(1)Represents shares of common stock under our Equity Incentive Plan effective May 13, 2014 (the “2014 Plan”).
(2)Represents shares of common stock under our Employee Stock Purchase Plan effective July 1997, as amended and restated in May 2016. Under the Employee Stock Purchase Plan, eligible employees may make contributions which are used to purchase shares of common stock at a purchase price equal to 85% of the lesser of the closing price of a share of common stock on the first or last trading day of the purchase period. Purchases of common stock under the Employee Stock Purchase Plan are made on the first business day of the next month after the close of the purchase period. Under NYSE rules then in effect, stockholder approval was not required by Item 12 are as follows:for the Employee Stock Purchase Plan because it is a broad-based plan available generally to all employees.
| Plan Category | Number of securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) | |||||
Equity compensation plans approved by security holders (1) | 205,600 | 18.85 | — | |||||
Equity compensation plans approved by security holders (2) | 14,480 | 10.84 | 3,126,698 | |||||
Equity compensation plans not approved by security holders (3) | N/A | N/A | 438,588 | |||||
| Total | 220,080 | 18.32 | 3,565,286 | |||||
The information required by Item 403 of Regulation S-K "Security“Security Ownership of Certain Beneficial Owners and Management"Management” required by Item 12 will be contained in the Proxy Statement on Schedule 14A for the 20182023 Annual Meeting and is therefore incorporated by reference, and thus has been omitted in accordance with General Instruction G(3) to Form 10-K.
Items 13 and 14. Certain Relationships and Related Transactions, and Director Independence, and Principal Accounting Fees and Services
The information required by ItemItems 13 and Item 14 will be contained in the Proxy Statement on Schedule 14A for the 20182023 Annual Meeting and is therefore incorporated by reference, and thus ItemItems 13 and 14 hashave been omitted in accordance with General Instruction G(3) to Form 10-K.
65
PART IV
Item 15. Exhibits, and Financial Statements Schedules
1.Financial Statements
See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.10-K/A.
2.Financial Statement Schedule
See Index to Consolidated Financial Statements and Schedule on page F-1 of this Form 10-K.10-K/A.
3.Exhibits:
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K,10-K/A, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Annual Report on Form 10-K10-K/A and our other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
3.1(a) | |||||
3.2(b) | |||||
3.3(c) | |||||
3.4(d) | |||||
3.5(e) | |||||
3.6(f) | |||||
4.1 | |||||
10.1(i) | |||||
10.2 | |||||
10.3 | |||||
10.4 | |||||
10.5(l) | |||||
66
10.8 | |||||
10.10 | |||||
10.11 | |||||
10.12(q) | |||||
21 | |||||
23 | |||||
31.2 | |||||
32.1 | |||||
32.2 | |||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104 | Cover Page Interactive Data File included as Exhibit 101 (embedded within the | ||||
The following documents are incorporated herein by reference.
(b)Included as an exhibit to our Report on Form 8-K dated November 26, 2013
(c)Included as an exhibit to our Report on Form 8-K dated May 2, 2019
(d)Included as an exhibit to our Report on Form 8-K dated February 19, 2020
(e)Included as an exhibit to our Report on Form 8-K dated April 28, 2020
(f)Included as an exhibit to our Report on Form 8-K dated October 26, 2021
(g)Included as an exhibit to our Report on Form S-3 Registration Statement dated May 6, 2009, file No. 333-159014
(h)Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2020
(i)Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 1996
(j)Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2005
(k)Included as an exhibit to our Report on Form 8-K dated January 2, 2014
(l)Included as Appendix B to our Definitive Proxy Statement dated March 24, 2014, relating to Annual Meeting of Stockholders held on May 13, 2014
(m)Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 2016
(n)Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2006
(o)Included as an exhibit to our Report on Form 8-K dated April 19, 2021
(p)Included as an exhibit to our Report on Form 8-K dated February 24, 2022
(q)Included as an exhibit to our Report on Form 10-Q dated April 26, 2022
(r)Included as an exhibit to our Report on Form 8-K dated May 13, 2014
* Filed herewith
67
Item 16. Form 10-K Summary
None.
68
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EQUITY LIFESTYLE PROPERTIES, INC., a Maryland corporation | |||||||||||||||
| Date: | January 22, 2024 | By: | /s/ MARGUERITE NADER | ||||||||||||
| Marguerite Nader | |||||||||||||||
President and Chief Executive Officer | |||||||||||||||
| (Principal Executive Officer) | |||||||||||||||
| Date: | January 22, 2024 | By: | /s/ PAUL SEAVEY | ||||||||||||
| Paul Seavey | |||||||||||||||
Executive Vice President and Chief Financial Officer | |||||||||||||||
| (Principal Financial Officer) | |||||||||||||||
| Date: | January 22, 2024 | By: | |||||||||||||
| Senior Vice President and Chief Accounting Officer | |||||||||||||||
| (Principal Accounting Officer) | |||||||||||||||
69
Equity LifeStyle Properties, Inc.—Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||||||||||||||
/s/ MARGUERITE NADER | President, Chief Executive Officer and Director (Principal Executive Officer) | January 22, 2024 | ||||||||||||||
| Marguerite Nader | ||||||||||||||||
/s/ PAUL SEAVEY | Executive Vice President and Chief | |||||||||||||||
/s/ | ||||||||||||||||
| Chairman of the Board | ||||||||||||||||
| Director | ||||||||||||||||
| Philip Calian | ||||||||||||||||
| Director | ||||||||||||||||
| David Contis | ||||||||||||||||
| Director | ||||||||||||||||
| Constance Freedman | ||||||||||||||||
| Director | ||||||||||||||||
| Director | ||||||||||||||||
| Sheli Rosenberg | ||||||||||||||||
70
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
EQUITY LIFESTYLE PROPERTIES, INC.
| Page | ||||||||
| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | F-2 | |||||||
| Consolidated Balance Sheets as of December 31, | F- | |||||||
| Consolidated Statements of Income and Comprehensive Income for the years ended December 31, | F- | |||||||
| Consolidated Statements of Changes in Equity for the years ended December 31, | F- | |||||||
| Consolidated Statements of Cash Flows (As Restated) for the years ended December 31, | F- | |||||||
| Notes to Consolidated Financial Statements | F- | |||||||
| Schedule III—Real Estate and Accumulated Depreciation | S- | |||||||
Note that certain schedules have been omitted, as they are not applicable to us.
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Equity LifeStyle Properties, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Equity LifeStyle Properties, Inc. (the Company) as of December 31, 20172022 and 2016,2021, the related consolidated statements of income and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2017,2022 and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidatedconsolidated financial statements”)statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20172022 and 2016,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 201821, 2023, except for the effect of the material weakness described in the third paragraph as to which the date is January 22, 2024 expressed an unqualifiedadverse opinion thereon.
Restatement of 2022, 2021 and 2020 Financial Statements
As discussed in Note 3 to the consolidated financial statements, the 2022, 2021 and 2020 consolidated financial statements have been restated to correct a misstatement.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
| Valuation of Investment in Real Estate | |||||
| Description of the Matter | At December 31, 2022, the Company’s net consolidated investment in real estate totaled $5.1 billion. As discussed in Note 2 to the consolidated financial statements, the Company’s investment in real estate is reviewed for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. If an impairment indicator exists related to an investment in real estate that is held and used, the expected future undiscounted cash flows are compared against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the excess, if any, of the carrying amount of the asset over its estimated fair value. Auditing the Company’s evaluation of investment in real estate for impairment was complex and highly subjective. The determination of the undiscounted cash flows for properties where impairment indicators have been identified are sensitive to significant assumptions such as rental revenue and expense growth rates, and capitalization rates used to estimate the property’s residual value, all of which can be affected by expectations about future market conditions, customer demand, and competition. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Company’s process for evaluating investment in real estate for impairment, including controls over management’s review of the significant assumptions described above. To test the Company’s process for evaluating investment in real estate for impairment, we performed audit procedures that included, among others, assessing the methodologies, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We compared the significant assumptions used by the Company to historical operational data of the particular property, current market rates, real estate industry publications, current industry trends and other relevant sources. We also compared the projected net operating income to historical actual results. As part of our evaluation, we assessed the historical accuracy of the Company’s estimates and performed sensitivity analyses of certain assumptions to evaluate the changes in the undiscounted cash flows of certain properties that would result from changes in the assumptions used by management. | ||||
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 19961996.
Chicago, ILIllinois
February 28, 2018
21, 2023, except for the effects of the restatement described in Note 3 to the consolidated financial statements, as to which the date is January 22, 2024
F-3
Report of Independent Registered Public Accounting Firm
Opinion on Internal Control overOver Financial Reporting
We have audited Equity LifestyleLifeStyle Properties, Inc.’s (the Company) internal control over financial reporting as of December 31, 2017,2022, based on criteria established in Internal Control- IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Equity Lifestyle Properties, Inc. (the Company)because of the effect of the material weakness describe below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
In our report dated February 21, 2023, we expressed an unqualified opinion that the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2022, based on the COSO criteria. Management has subsequently identified a deficiency in controls related to 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, Statement of Cash Flows, associated with the purchase and sale of manufactured homes within the Company’s Consolidated Statements of Cash Flows and has further concluded that such deficiency represented a material weakness as of December 31, 2022. As a result, management has revised its assessment, as presented in the accompanying Report of Management on Internal Control Over Financial Reporting; to conclude that the Company’s internal control over financial reporting was not effective as of December 31, 2022. Accordingly, our present opinion on the effectiveness of internal control over financial reporting as of December 31, 2022, as expressed herein, is different from that expressed in our previous report.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness in controls related to the Company’s 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 in the Consolidated Statements of Cash Flows.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20172022 and 2016,2021, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2017,2022, and the related notes and financial statement schedule listed in the Index at Item 1515. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this report does not affect our report dated February 28, 201821, 2023, except for the effects of the restatement described in Note 3 to the consolidated financial statements, as to which the date is January 22, 2024, which expressed an unqualified opinion thereon.on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control overOver Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
F-4
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
February 28, 2018
21, 2023, except for the effect of the material weakness described in the third paragraph above, as to which the date is January 22, 2024
F-5
Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
(amounts in thousands, except share and per share data)
| December 31, 2022 | December 31, 2021 | ||||||||||
| Assets | |||||||||||
| Investment in real estate: | |||||||||||
| Land | $ | 2,084,532 | $ | 2,019,787 | |||||||
| Land improvements | 4,115,439 | 3,879,439 | |||||||||
| Buildings and other depreciable property | 1,169,590 | 1,089,838 | |||||||||
| 7,369,561 | 6,989,064 | ||||||||||
| Accumulated depreciation | (2,258,540) | (2,103,774) | |||||||||
| Net investment in real estate | 5,111,021 | 4,885,290 | |||||||||
| Cash and restricted cash | 22,347 | 123,398 | |||||||||
| Notes receivable, net | 45,356 | 39,955 | |||||||||
| Investment in unconsolidated joint ventures | 81,404 | 70,312 | |||||||||
| Deferred commission expense | 50,441 | 47,349 | |||||||||
| Other assets, net | 181,950 | 141,567 | |||||||||
| Total Assets | $ | 5,492,519 | $ | 5,307,871 | |||||||
| Liabilities and Equity | |||||||||||
| Liabilities: | |||||||||||
| Mortgage notes payable, net | $ | 2,693,167 | $ | 2,627,783 | |||||||
| Term loan, net | 496,817 | 297,436 | |||||||||
| Unsecured line of credit | 198,000 | 349,000 | |||||||||
| Accounts payable and other liabilities | 175,148 | 172,285 | |||||||||
| Deferred membership revenue | 197,743 | 176,439 | |||||||||
| Accrued interest payable | 11,739 | 9,293 | |||||||||
| Rents and other customer payments received in advance and security deposits | 122,318 | 118,696 | |||||||||
| Distributions payable | 80,102 | 70,768 | |||||||||
| Total Liabilities | 3,975,034 | 3,821,700 | |||||||||
| Equity: | |||||||||||
| Stockholders' Equity: | |||||||||||
| Preferred stock, $0.01 par value, 10,000,000 shares authorized as of December 31, 2022 and December 31, 2021; none issued and outstanding. | — | — | |||||||||
| Common stock, $0.01 par value, 600,000,000 shares authorized as of December 31, 2022 and December 31, 2021, respectively; 186,120,298 and 185,640,379 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively. | 1,916 | 1,913 | |||||||||
| Paid-in capital | 1,628,618 | 1,593,362 | |||||||||
| Distributions in excess of accumulated earnings | (204,248) | (183,689) | |||||||||
| Accumulated other comprehensive income | 19,119 | 3,524 | |||||||||
| Total Stockholders’ Equity | 1,445,405 | 1,415,110 | |||||||||
| Non-controlling interests – Common OP Units | 72,080 | 71,061 | |||||||||
| Total Equity | 1,517,485 | 1,486,171 | |||||||||
| Total Liabilities and Equity | $ | 5,492,519 | $ | 5,307,871 | |||||||
| December 31, 2017 | December 31, 2016 | ||||||
| Assets | |||||||
| Investment in real estate: | |||||||
| Land | $ | 1,221,375 | $ | 1,163,987 | |||
| Land improvements | 3,045,221 | 2,893,759 | |||||
| Buildings and other depreciable property | 649,217 | 627,590 | |||||
| 4,915,813 | 4,685,336 | ||||||
| Accumulated depreciation | (1,516,694 | ) | (1,399,531 | ) | |||
| Net investment in real estate | 3,399,119 | 3,285,805 | |||||
| Cash | 31,085 | 56,340 | |||||
| Notes receivable, net | 49,477 | 34,520 | |||||
| Investment in unconsolidated joint ventures | 53,080 | 19,369 | |||||
| Deferred commission expense | 31,443 | 31,375 | |||||
| Escrow deposits, goodwill and other assets, net | 45,828 | 51,578 | |||||
| Total Assets | $ | 3,610,032 | $ | 3,478,987 | |||
| Liabilities and Equity | |||||||
| Liabilities: | |||||||
| Mortgage notes payable | $ | 1,971,715 | $ | 1,891,900 | |||
| Term loan | 198,302 | 199,379 | |||||
| Unsecured line of credit | 30,000 | — | |||||
| Accrued expenses and accounts payable | 80,744 | 89,864 | |||||
| Deferred revenue—upfront payments from right-to-use contracts | 85,596 | 81,484 | |||||
| Deferred revenue—right-to-use annual payments | 9,932 | 9,817 | |||||
| Accrued interest payable | 8,387 | 8,379 | |||||
| Rents and other customer payments received in advance and security deposits | 79,267 | 76,906 | |||||
| Distributions payable | 46,047 | 39,411 | |||||
| Total Liabilities | 2,509,990 | 2,397,140 | |||||
| Equity: | |||||||
| Stockholders' Equity: | |||||||
| Preferred stock, $0.01 par value, 10,000,000 shares authorized as of December 31, 2017 and 9,945,539 shares authorized as of December 31, 2016; none issued and outstanding. | — | — | |||||
| 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, no shares authorized as of December 31, 2017 and 54,461 shares authorized as of December 31, 2016; none issued and outstanding as of December 31, 2017 and 54,458 shares issued and outstanding as of December 31, 2016. | — | 136,144 | |||||
| Common stock, $0.01 par value, 200,000,000 shares authorized as of December 31, 2017 and December 31, 2016; 88,585,160 and 85,529,386 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively | 883 | 854 | |||||
| Paid-in capital | 1,242,109 | 1,103,048 | |||||
| Distributions in excess of accumulated earnings | (211,980 | ) | (231,276 | ) | |||
| Accumulated other comprehensive income (loss) | 942 | (227 | ) | ||||
| Total Stockholders' Equity | 1,031,954 | 1,008,543 | |||||
| Non-controlling interests – Common OP Units | 68,088 | 73,304 | |||||
| Total Equity | 1,100,042 | 1,081,847 | |||||
| Total Liabilities and Equity | $ | 3,610,032 | $ | 3,478,987 | |||
The accompanying notes are an integral part of these Consolidated Financial Statements.
the consolidated financial statements.
F-6
Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data)
| Years Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Rental income | $ | 1,118,601 | $ | 1,032,575 | $ | 923,743 | |||||||||||
| Annual membership subscriptions | 63,215 | 58,251 | 53,085 | ||||||||||||||
| Membership upgrade sales | 12,958 | 11,191 | 9,677 | ||||||||||||||
| Other income | 56,144 | 50,298 | 46,008 | ||||||||||||||
| Gross revenues from home sales, brokered resales and ancillary services | 180,179 | 152,517 | 75,110 | ||||||||||||||
| Interest income | 7,430 | 7,016 | 7,154 | ||||||||||||||
| Income from other investments, net | 8,553 | 4,555 | 4,026 | ||||||||||||||
| Total revenues | 1,447,080 | 1,316,403 | 1,118,803 | ||||||||||||||
| Expenses: | |||||||||||||||||
| Property operating and maintenance | 443,157 | 398,983 | 354,340 | ||||||||||||||
| Real estate taxes | 74,145 | 72,671 | 66,120 | ||||||||||||||
| Membership sales and marketing | 20,317 | 18,668 | 15,672 | ||||||||||||||
| Property management | 74,083 | 65,979 | 57,967 | ||||||||||||||
| Depreciation and amortization | 202,362 | 188,444 | 155,131 | ||||||||||||||
| Cost of home sales, brokered resales and ancillary sales | 139,012 | 120,623 | 59,656 | ||||||||||||||
| Home selling expenses and ancillary operating expenses | 27,321 | 23,538 | 18,500 | ||||||||||||||
| General and administrative | 44,857 | 39,576 | 39,276 | ||||||||||||||
| Casualty-related charges/(recoveries), net | — | — | — | ||||||||||||||
| Other expenses | 8,646 | 4,241 | 2,567 | ||||||||||||||
| Early debt retirement | 1,156 | 2,784 | 10,786 | ||||||||||||||
| Interest and related amortization | 116,562 | 108,718 | 102,771 | ||||||||||||||
| Total expenses | 1,151,618 | 1,044,225 | 882,786 | ||||||||||||||
| Gain/(loss) on sale of real estate and impairment, net | — | (59) | — | ||||||||||||||
| Income before equity in income of unconsolidated joint ventures | 295,462 | 272,119 | 236,017 | ||||||||||||||
| Equity in income of unconsolidated joint ventures | 3,363 | 3,881 | 5,399 | ||||||||||||||
| Consolidated net income | 298,825 | 276,000 | 241,416 | ||||||||||||||
| Income allocated to non-controlling interests – Common OP Units | (14,198) | (13,522) | (13,132) | ||||||||||||||
| Redeemable perpetual preferred stock dividends | (16) | (16) | (16) | ||||||||||||||
| Net income available for Common Stockholders | $ | 284,611 | $ | 262,462 | $ | 228,268 | |||||||||||
| Consolidated net income | $ | 298,825 | $ | 276,000 | $ | 241,416 | |||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Adjustment for fair market value of swap | 15,595 | 3,524 | 380 | ||||||||||||||
| Consolidated comprehensive income | 314,420 | 279,524 | 241,796 | ||||||||||||||
| Comprehensive income allocated to non-controlling interests – Common OP Units | (15,005) | (13,692) | (13,154) | ||||||||||||||
| Redeemable perpetual preferred stock dividends | (16) | (16) | (16) | ||||||||||||||
| Comprehensive income attributable to Common Stockholders | $ | 299,399 | $ | 265,816 | $ | 228,626 | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Revenues: | |||||||||||
| Community base rental income | $ | 489,613 | $ | 464,745 | $ | 442,046 | |||||
| Rental home income | 14,344 | 14,107 | 14,012 | ||||||||
| Resort base rental income | 218,806 | 201,533 | 184,760 | ||||||||
| Right-to-use annual payments | 45,798 | 45,035 | 44,443 | ||||||||
| Right-to-use contracts current period, gross | 14,132 | 12,327 | 12,783 | ||||||||
| Right-to-use contract upfront payments, deferred, net | (4,108 | ) | (3,079 | ) | (4,231 | ) | |||||
| Utility and other income | 93,252 | 81,427 | 76,153 | ||||||||
| Gross revenues from home sales | 36,302 | 37,191 | 33,150 | ||||||||
| Brokered resale revenues and ancillary services revenues, net | 3,798 | 2,994 | 4,149 | ||||||||
| Interest income | 7,580 | 6,845 | 7,030 | ||||||||
| Income from other investments, net | 5,795 | 7,310 | 7,359 | ||||||||
| Total revenues | 925,312 | 870,435 | 821,654 | ||||||||
| Expenses: | |||||||||||
| Property operating and maintenance | 294,119 | 268,249 | 254,668 | ||||||||
| Rental home operating and maintenance | 6,610 | 6,883 | 7,167 | ||||||||
| Real estate taxes | 55,010 | 53,036 | 50,962 | ||||||||
| Sales and marketing, gross | 11,438 | 11,056 | 11,751 | ||||||||
| Right-to-use contract commissions, deferred, net | (354 | ) | (223 | ) | (1,556 | ) | |||||
| Property management | 51,252 | 47,083 | 44,528 | ||||||||
| Depreciation on real estate assets and rental homes | 121,455 | 117,400 | 113,609 | ||||||||
| Amortization of in-place leases | 2,231 | 3,373 | 2,358 | ||||||||
| Cost of home sales | 36,513 | 37,456 | 32,279 | ||||||||
| Home selling expenses | 4,186 | 3,575 | 3,191 | ||||||||
| General and administrative | 31,737 | 31,004 | 30,644 | ||||||||
| Other expenses, including property rights initiatives | 1,148 | 4,986 | 2,986 | ||||||||
| Early debt retirement | 2,785 | — | 16,913 | ||||||||
| Interest and related amortization | 100,570 | 102,030 | 105,731 | ||||||||
| Total expenses | 718,700 | 685,908 | 675,231 | ||||||||
| Income before equity in income of unconsolidated joint ventures | 206,612 | 184,527 | 146,423 | ||||||||
| Equity in income of unconsolidated joint ventures | 3,765 | 2,605 | 4,089 | ||||||||
| Consolidated net income | 210,377 | 187,132 | 150,512 | ||||||||
| Income allocated to non-controlling interests – Common OP Units | (12,788 | ) | (13,869 | ) | (11,141 | ) | |||||
| Perpetual preferred stock dividends and original issuance costs | (7,685 | ) | (9,226 | ) | (9,226 | ) | |||||
| Net income available for Common Stockholders | $ | 189,904 | $ | 164,037 | $ | 130,145 | |||||
| Consolidated net income | $ | 210,377 | $ | 187,132 | $ | 150,512 | |||||
| Other comprehensive income (loss) ("OCI"): | |||||||||||
| Adjustment for fair market value of swap | 1,169 | 326 | (172 | ) | |||||||
| Consolidated comprehensive income | 211,546 | 187,458 | 150,340 | ||||||||
| Comprehensive income allocated to non-controlling interests – Common OP Units | (12,813 | ) | (13,893 | ) | (11,126 | ) | |||||
| Series C Redeemable Perpetual Preferred Stock Dividends | (7,685 | ) | (9,226 | ) | (9,226 | ) | |||||
| Comprehensive income attributable to Common Stockholders | $ | 191,048 | $ | 164,339 | $ | 129,988 | |||||
The accompanying notes are an integral part of these Consolidated Financial Statements.the consolidated financial statements.
F-7
Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data)
| 2017 | 2016 | 2015 | |||||||||
| Earnings per Common Share – Basic: | |||||||||||
| Net income available for Common Stockholders | $ | 2.18 | $ | 1.93 | $ | 1.55 | |||||
| Earnings per Common Share – Fully Diluted: | |||||||||||
| Net income available for Common Stockholders | $ | 2.17 | $ | 1.92 | $ | 1.54 | |||||
| Weighted average Common Shares outstanding – basic | 86,997 | 84,778 | 84,031 | ||||||||
| Weighted average Common Shares outstanding – fully diluted | 93,425 | 92,569 | 91,907 | ||||||||
| Years Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Earnings per Common Share – Basic | $ | 1.53 | $ | 1.43 | $ | 1.26 | |||||||||||
| Earnings per Common Share – Fully Diluted | $ | 1.53 | $ | 1.43 | $ | 1.25 | |||||||||||
| Weighted average Common Shares outstanding – Basic | 185,780 | 182,917 | 181,828 | ||||||||||||||
| Weighted average Common Shares outstanding – Fully Diluted | 195,255 | 192,883 | 192,555 | ||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
the consolidated financial statements.
F-8
Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes In Equity
(amounts in thousands)
| Common Stock | Paid-in Capital | Redeemable Perpetual Preferred Stock | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests – Common OP Units | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2019 | $ | 1,812 | $ | 1,402,696 | $ | — | $ | (154,318) | $ | (380) | $ | 72,078 | $ | 1,321,888 | |||||||||||||||||||||||||||
| Cumulative effect of change in accounting principle (ASU 2016-13, Financial Instruments - Credit Losses (Topic 326)) | — | — | — | (3,875) | — | — | (3,875) | ||||||||||||||||||||||||||||||||||
| Exchange of Common OP Units for Common Stock | 1 | 81 | — | — | — | (82) | — | ||||||||||||||||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | 2,026 | — | — | — | — | 2,026 | ||||||||||||||||||||||||||||||||||
| Compensation expenses related to restricted stock and stock options | — | 11,527 | — | — | — | — | 11,527 | ||||||||||||||||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | (3,962) | — | — | — | — | (3,962) | ||||||||||||||||||||||||||||||||||
| Adjustment for fair market value of swap | — | (300) | — | — | — | 300 | — | ||||||||||||||||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | 380 | — | 380 | ||||||||||||||||||||||||||||||||||
| Consolidated net income | — | — | 16 | 228,268 | — | 13,132 | 241,416 | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | (16) | (249,598) | — | (14,360) | (263,974) | ||||||||||||||||||||||||||||||||||
| Other | — | (671) | — | — | — | — | (671) | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | 1,813 | 1,411,397 | — | (179,523) | — | 71,068 | 1,304,755 | ||||||||||||||||||||||||||||||||||
| Exchange of Common OP Units for Common Stock | 16 | 10,820 | — | — | — | (10,836) | — | ||||||||||||||||||||||||||||||||||
| Issuance of OP Units | — | — | — | — | — | 34,005 | 34,005 | ||||||||||||||||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | 2,224 | — | — | — | — | 2,224 | ||||||||||||||||||||||||||||||||||
| Issuance of Common Stock | 84 | 140,170 | — | — | — | — | 140,254 | ||||||||||||||||||||||||||||||||||
| Compensation expenses related to restricted stock and stock options | — | 10,855 | — | — | — | — | 10,855 | ||||||||||||||||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | (2,814) | — | — | — | — | (2,814) | ||||||||||||||||||||||||||||||||||
| Adjustment for Common OP Unitholders in the Operating Partnership | — | 22,961 | — | — | — | (22,961) | — | ||||||||||||||||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | 3,524 | — | 3,524 | ||||||||||||||||||||||||||||||||||
| Consolidated net income | — | — | 16 | 262,462 | — | 13,522 | 276,000 | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | (16) | (266,628) | — | (13,737) | (280,381) | ||||||||||||||||||||||||||||||||||
| Other | — | (2,251) | — | — | — | — | (2,251) | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | 1,913 | 1,593,362 | — | (183,689) | 3,524 | 71,061 | 1,486,171 | ||||||||||||||||||||||||||||||||||
| Exchange of Common OP Units for Common Stock | — | 312 | — | — | — | (312) | — | ||||||||||||||||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | 2,743 | — | — | — | — | 2,743 | ||||||||||||||||||||||||||||||||||
| Issuance of Common Stock | 3 | 28,367 | — | — | — | — | 28,370 | ||||||||||||||||||||||||||||||||||
| Compensation expenses related to restricted stock and stock options | — | 10,537 | — | — | — | — | 10,537 | ||||||||||||||||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | (3,449) | — | — | — | (3,449) | |||||||||||||||||||||||||||||||||||
| Adjustment for Common OP Unitholders in the Operating Partnership | — | (2,357) | — | — | — | 2,357 | — | ||||||||||||||||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | 15,595 | — | 15,595 | ||||||||||||||||||||||||||||||||||
| Consolidated net income | — | — | 16 | 284,611 | — | 14,198 | 298,825 | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | (16) | (305,170) | — | (15,224) | (320,410) | ||||||||||||||||||||||||||||||||||
| Other | — | (897) | — | — | — | — | (897) | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | 1,916 | $ | 1,628,618 | $ | — | $ | (204,248) | $ | 19,119 | $ | 72,080 | $ | 1,517,485 | |||||||||||||||||||||||||||
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 Income (Loss) | Total Equity | ||||||||||||||||||||||
| Balance, December 31, 2014 | $ | 838 | $ | 1,029,601 | $ | 136,144 | $ | (254,209 | ) | $ | 67,034 | $ | (381 | ) | $ | 979,027 | ||||||||||||
| Conversion of Common OP Units to Common Stock | — | 225 | — | — | (225 | ) | — | — | ||||||||||||||||||||
| Issuance of Common Stock through exercise of options | 2 | 3,814 | — | — | — | — | 3,816 | |||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | 1,083 | — | — | — | — | 1,083 | |||||||||||||||||||||
| Compensation expenses related to restricted stock | — | 8,582 | — | — | — | — | 8,582 | |||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | (3,201 | ) | — | — | — | — | (3,201 | ) | |||||||||||||||||||
| Adjustment for Common OP Unitholders in the Operating Partnership | — | (496 | ) | — | — | 496 | — | — | ||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | — | (172 | ) | (172 | ) | |||||||||||||||||||
| Net income | — | — | 9,226 | 130,145 | 11,141 | — | 150,512 | |||||||||||||||||||||
| Distributions | — | — | (9,226 | ) | (126,416 | ) | (10,823 | ) | — | (146,465 | ) | |||||||||||||||||
| Other | 3 | (468 | ) | — | (26 | ) | — | — | (491 | ) | ||||||||||||||||||
| 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 | — | 381 | — | — | (381 | ) | — | — | ||||||||||||||||||||
| Issuance of Common Stock through exercise of options | 4 | 11,284 | — | — | — | — | 11,288 | |||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | 1,269 | — | — | — | — | 1,269 | |||||||||||||||||||||
| Issuance of Common Stock | 7 | 49,993 | — | — | — | — | 50,000 | |||||||||||||||||||||
| Compensation expenses related to restricted stock | — | 9,181 | — | — | — | — | 9,181 | |||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | (2,652 | ) | — | — | — | — | (2,652 | ) | |||||||||||||||||||
| Adjustment for Common OP Unitholders in the Operating Partnership | — | (4,426 | ) | — | — | 4,426 | — | — | ||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | — | 326 | 326 | |||||||||||||||||||||
| Net income | — | — | 9,226 | 164,037 | 13,869 | — | 187,132 | |||||||||||||||||||||
| Distributions | — | — | (9,226 | ) | (144,807 | ) | (12,233 | ) | — | (166,266 | ) | |||||||||||||||||
| Other | — | (1,122 | ) | — | — | — | — | (1,122 | ) | |||||||||||||||||||
| Balance, December 31, 2016 | $ | 854 | $ | 1,103,048 | $ | 136,144 | $ | (231,276 | ) | $ | 73,304 | $ | (227 | ) | $ | 1,081,847 | ||||||||||||
| Conversion of Common OP Units to Common Stock | 13 | 16,436 | — | — | (16,449 | ) | — | — | ||||||||||||||||||||
| Issuance of Common Stock through exercise of options | 2 | 4,848 | — | — | — | — | 4,850 | |||||||||||||||||||||
| Issuance of Common Stock through employee stock purchase plan | — | 2,061 | — | — | — | — | 2,061 | |||||||||||||||||||||
| Issuance of Common Stock | 14 | 120,684 | — | — | — | — | 120,698 | |||||||||||||||||||||
| Compensation expenses related to stock options and restricted stock | — | 9,352 | — | — | — | — | 9,352 | |||||||||||||||||||||
| Repurchase of Common Stock or Common OP Units | — | (3,087 | ) | — | — | — | — | (3,087 | ) | |||||||||||||||||||
| Adjustment for Common OP Unitholders in the Operating Partnership | — | (10,043 | ) | — | — | 10,043 | — | — | ||||||||||||||||||||
| Adjustment for fair market value of swap | — | — | — | — | — | 1,169 | 1,169 | |||||||||||||||||||||
| Net income | — | — | 7,685 | 189,904 | 12,788 | — | 210,377 | |||||||||||||||||||||
| Distributions | — | — | (6,928 | ) | (170,608 | ) | (11,428 | ) | — | (188,964 | ) | |||||||||||||||||
| Series C Preferred stock redemption | — | — | — | (136,144 | ) | — | — | — | (136,144 | ) | ||||||||||||||||||
Series C Preferred stock original issuance costs | — | 757 | (757 | ) | — | — | — | — | ||||||||||||||||||||
| Other | — | (1,947 | ) | — | — | (170 | ) | — | (2,117 | ) | ||||||||||||||||||
| Balance, December 31, 2017 | $ | 883 | $ | 1,242,109 | $ | — | $ | (211,980 | ) | $ | 68,088 | $ | 942 | $ | 1,100,042 | |||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
the consolidated financial statements.
F-9
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
| Years Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| As Restated | As Restated | As Restated | |||||||||||||||
| Cash Flows From Operating Activities: | |||||||||||||||||
| Consolidated net income | $ | 298,825 | $ | 276,000 | $ | 241,416 | |||||||||||
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |||||||||||||||||
| Loss on sale of real estate and impairment, net | 5,423 | 59 | — | ||||||||||||||
| Early debt retirement | 1,156 | 2,784 | 10,786 | ||||||||||||||
| Depreciation and amortization | 207,050 | 191,432 | 157,760 | ||||||||||||||
| Amortization of loan costs | 4,839 | 4,671 | 3,473 | ||||||||||||||
| Debt premium amortization | (181) | (325) | (394) | ||||||||||||||
| Equity in income of unconsolidated joint ventures | (3,363) | (3,881) | (5,399) | ||||||||||||||
| Distributions of income from unconsolidated joint ventures | 4,567 | 52 | 95 | ||||||||||||||
| Proceeds from insurance claims, net | (42,001) | (875) | (1,697) | ||||||||||||||
| Compensation expense related to incentive plans | 8,760 | 12,694 | 11,527 | ||||||||||||||
| Revenue recognized from membership upgrade sales upfront payments | (12,958) | (11,191) | (9,675) | ||||||||||||||
| Commission expense recognized related to membership sales | 4,101 | 3,779 | 3,673 | ||||||||||||||
| Long-term incentive plan compensation | — | — | 1,531 | ||||||||||||||
| Changes in assets and liabilities: | |||||||||||||||||
| Manufactured homes, net | (27,419) | (4,963) | (10,280) | ||||||||||||||
| Notes receivable, net | (4,647) | (4,191) | (1,166) | ||||||||||||||
| Deferred commission expense | (7,193) | (8,657) | (4,995) | ||||||||||||||
| Other assets, net | (3,645) | (27,149) | (4,797) | ||||||||||||||
| Accounts payable and other liabilities | 5,833 | 30,009 | 3,386 | ||||||||||||||
| Deferred membership revenue | 33,946 | 36,935 | 22,954 | ||||||||||||||
| Rents and other customer payments received in advance and security deposits | 2,721 | 11,844 | (786) | ||||||||||||||
| Net cash provided by operating activities | 475,814 | 509,027 | 417,412 | ||||||||||||||
| Cash Flows From Investing Activities: | |||||||||||||||||
| Real estate acquisitions, net | (140,013) | (537,896) | (239,067) | ||||||||||||||
| Business acquisitions | — | (41,769) | — | ||||||||||||||
| Proceeds from disposition of properties, net | — | (7) | — | ||||||||||||||
| Investment in unconsolidated joint ventures | (26,407) | (49,695) | — | ||||||||||||||
| Distributions of capital from unconsolidated joint ventures | 17,018 | 3,154 | 5,648 | ||||||||||||||
| Proceeds from insurance claims, net | (3,388) | 2,048 | 122 | ||||||||||||||
| Capital improvements | (249,277) | (204,265) | (167,957) | ||||||||||||||
| Net cash used in investing activities | (402,067) | (828,430) | (401,254) | ||||||||||||||
| Cash Flows From Financing Activities: | |||||||||||||||||
| Proceeds from stock options and employee stock purchase plan | 2,743 | 2,224 | 2,027 | ||||||||||||||
| Gross proceeds from the issuance of common stock | 28,370 | 140,254 | — | ||||||||||||||
| Distributions: | |||||||||||||||||
| Common Stockholders | (296,147) | (261,748) | (242,948) | ||||||||||||||
| Common OP Unitholders | (14,798) | (13,953) | (13,983) | ||||||||||||||
| Preferred Stockholders | (16) | (16) | (16) | ||||||||||||||
| Share based award tax withholding payments | (3,449) | (2,814) | (3,962) | ||||||||||||||
| Principal payments and mortgage debt repayment | (135,781) | (128,738) | (468,278) | ||||||||||||||
| Mortgage notes payable financing proceeds | 200,000 | 270,016 | 662,309 | ||||||||||||||
| Term loan proceeds | 200,000 | 600,000 | — | ||||||||||||||
| Term loan repayment | — | (300,000) | — | ||||||||||||||
| Line of Credit repayment | (557,000) | (432,500) | (390,500) | ||||||||||||||
| Line of Credit proceeds | 406,000 | 559,500 | 452,500 | ||||||||||||||
| Debt issuance and defeasance costs | (3,825) | (11,233) | (17,434) | ||||||||||||||
| Other | (895) | (2,251) | (673) | ||||||||||||||
| Net cash (used in) provided by financing activities | (174,798) | 418,741 | (20,958) | ||||||||||||||
| Net (decrease) increase in cash and restricted cash | (101,051) | 99,338 | (4,800) | ||||||||||||||
| Cash and restricted cash, beginning of year | 123,398 | 24,060 | 28,860 | ||||||||||||||
| Cash and restricted cash, end of year | $ | 22,347 | $ | 123,398 | $ | 24,060 | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Consolidated net income | $ | 210,377 | $ | 187,132 | $ | 150,512 | |||||
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |||||||||||
| Early debt retirement | 2,785 | — | 16,913 | ||||||||
| Depreciation | 122,720 | 118,521 | 114,698 | ||||||||
| Amortization of in-place leases | 2,231 | 3,373 | 2,358 | ||||||||
| Amortization of loan costs | 3,546 | 3,878 | 4,216 | ||||||||
| Debt premium amortization | (2,211 | ) | (3,382 | ) | (3,869 | ) | |||||
| Equity in income of unconsolidated joint ventures | (3,765 | ) | (2,605 | ) | (4,089 | ) | |||||
| Distributions of income from unconsolidated joint ventures | 3,792 | 1,793 | 3,584 | ||||||||
| Stock-based compensation | 9,352 | 9,181 | 8,582 | ||||||||
| Revenue recognized from right-to-use contract upfront payments | (10,020 | ) | (9,248 | ) | (8,552 | ) | |||||
| Commission expense recognized related to right-to-use contracts | 4,509 | 4,149 | 3,595 | ||||||||
| Long term incentive plan compensation | 1,347 | (2,929 | ) | 973 | |||||||
| (Recovery) provision for uncollectible rents receivable | (333 | ) | (744 | ) | 537 | ||||||
| Changes in assets and liabilities: | |||||||||||
| Notes receivable activity, net | (331 | ) | 318 | 66 | |||||||
| Deferred commission expense | (4,577 | ) | (4,659 | ) | (5,871 | ) | |||||
| Escrow deposits, goodwill and other assets | 45,401 | 23,706 | 44,095 | ||||||||
| Accrued expenses and accounts payable | (16,934 | ) | 10,322 | 5,632 | |||||||
| Deferred revenue – upfront payments from right-to-use contracts | 14,132 | 12,327 | 12,783 | ||||||||
| Deferred revenue – right-to-use annual payments | 115 | (61 | ) | 88 | |||||||
| Rents received in advance and security deposits | 2,354 | 2,276 | 6,631 | ||||||||
| Net cash provided by operating activities | 384,490 | 353,348 | 352,882 | ||||||||
| Cash Flows From Investing Activities: | |||||||||||
| Real estate acquisition | (136,552 | ) | (98,244 | ) | (23,687 | ) | |||||
| Investment in unconsolidated joint ventures | (33,345 | ) | (5,134 | ) | (4,000 | ) | |||||
| Distributions of capital from unconsolidated joint ventures | — | 4,094 | 80 | ||||||||
| Repayments of notes receivable | 10,272 | 10,184 | 10,490 | ||||||||
| Issuance of notes receivable | (25,274 | ) | (10,285 | ) | (9,791 | ) | |||||
| Capital improvements | (126,050 | ) | (119,437 | ) | (93,799 | ) | |||||
| Net cash used in investing activities | (310,949 | ) | (218,822 | ) | (120,707 | ) | |||||
| Cash Flows From Financing Activities: | |||||||||||
| Proceeds from stock options and employee stock purchase plan | 6,911 | 12,557 | 4,899 | ||||||||
| Gross proceeds from sale of Common Stock | 120,698 | 50,000 | — | ||||||||
| Distributions: | |||||||||||
| Common Stockholders | (163,770 | ) | (140,057 | ) | (122,077 | ) | |||||
| Common OP Unitholders | (11,631 | ) | (11,888 | ) | (10,470 | ) | |||||
| Preferred Stockholders | (6,928 | ) | (9,226 | ) | (9,226 | ) | |||||
| Stock repurchase and Unit redemption | — | (229 | ) | (62 | ) | ||||||
| Share based award tax withholding payments | (3,087 | ) | (2,423 | ) | (3,139 | ) | |||||
| Principal payments and mortgage debt payoff | (270,530 | ) | (142,731 | ) | (456,308 | ) | |||||
| Mortgage notes payable financing proceeds | 350,369 | 88,050 | 395,323 | ||||||||
| Line of Credit payoff | (101,000 | ) | — | — | |||||||
| Line of Credit proceeds | 131,000 | — | — | ||||||||
| Debt issuance and defeasance costs | (12,567 | ) | (1,375 | ) | (24,080 | ) | |||||
| Redemption of preferred stock | (136,314 | ) | — | — | |||||||
| Other, primarily ATM offering costs | (1,947 | ) | (1,122 | ) | (491 | ) | |||||
| Net cash used in financing activities | (98,796 | ) | (158,444 | ) | (225,631 | ) | |||||
| Net (decrease) increase in cash and cash equivalents | (25,255 | ) | (23,918 | ) | 6,544 | ||||||
| Cash, beginning of year | 56,340 | 80,258 | 73,714 | ||||||||
| Cash, end of year | $ | 31,085 | $ | 56,340 | $ | 80,258 | |||||
The accompanying notes are an integral part of these Consolidated Financial Statements.the consolidated financial statements.
F-10
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
| 2017 | 2016 | 2015 | |||||||||
| Supplemental information: | |||||||||||
| Cash paid during the period for interest | $ | 102,570 | $ | 105,556 | $ | 106,423 | |||||
| Capital improvements – used homes acquired by repossessions | $ | 376 | $ | 726 | $ | 909 | |||||
| Net reduction of notes receivable – used homes acquired by repossessions | $ | (376 | ) | $ | (726 | ) | $ | (909 | ) | ||
| Building and other depreciable property – reclassification of rental homes | $ | 38,350 | $ | 34,707 | $ | 28,790 | |||||
| Escrow deposits and other assets – reclassification of rental homes | $ | (38,350 | ) | $ | (34,707 | ) | $ | (28,790 | ) | ||
| Real estate acquisitions: | |||||||||||
| Investment in real estate, fair value | $ | (142,374 | ) | $ | (120,448 | ) | $ | (23,900 | ) | ||
| Investment in real estate, cost | (110 | ) | (2,000 | ) | — | ||||||
| Escrow deposits and other assets | — | (20 | ) | (53 | ) | ||||||
| Debt assumed and financed on acquisition | 5,900 | 22,010 | — | ||||||||
| Accrued expenses and accounts payable | 32 | 1,883 | 62 | ||||||||
| Rents and other customer payments received in advance and security deposits | — | 331 | 204 | ||||||||
| Real estate acquisitions, net | $ | (136,552 | ) | $ | (98,244 | ) | $ | (23,687 | ) | ||
| Years Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| As Restated | As Restated | As Restated | |||||||||||||||
| Supplemental information: | |||||||||||||||||
| Cash paid for interest, net | $ | 111,871 | $ | 104,137 | $ | 100,686 | |||||||||||
| Cash paid for the purchase of manufactured homes | $ | 123,522 | $ | 86,025 | $ | 49,125 | |||||||||||
| Real estate acquisitions: | |||||||||||||||||
| Investment in real estate | $ | (141,588) | $ | (631,541) | $ | (248,100) | |||||||||||
| Notes receivable, net | (772) | — | — | ||||||||||||||
| Other assets, net | — | (4,443) | (153) | ||||||||||||||
| Debt assumed | — | 39,986 | 6,873 | ||||||||||||||
| Deferred membership revenue | 315 | — | |||||||||||||||
| Accounts payable and other liabilities | 1,131 | 9,833 | 174 | ||||||||||||||
| Rents and other customer payments received in advance and security deposits | 901 | 14,265 | 2,139 | ||||||||||||||
| OP Units issued | — | 34,004 | — | ||||||||||||||
| Real estate acquisitions, net | $ | (140,013) | $ | (537,896) | $ | (239,067) | |||||||||||
| Business acquisitions: | |||||||||||||||||
| Intangibles | $ | — | $ | (33,250) | $ | — | |||||||||||
| Goodwill | — | (9,586) | — | ||||||||||||||
| Other assets, net | — | (933) | — | ||||||||||||||
| Accounts payable and other liabilities | — | 2,000 | — | ||||||||||||||
| Acquisition of business, net | $ | — | $ | (41,769) | $ | — | |||||||||||
| Real estate dispositions: | |||||||||||||||||
| Investment in real estate | $ | — | $ | 52 | $ | — | |||||||||||
| Loss on sale of real estate, net | — | (59) | — | ||||||||||||||
| Real estate dispositions, net | $ | — | $ | (7) | $ | — | |||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.the consolidated financial statements.
F-11
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 1—Our Organization and Basis of Presentation
Equity LifeStyle Properties, Inc. ("ELS"(“ELS”), a Maryland corporation, together with MHC Operating Limited Partnership (the "Operating Partnership"“Operating Partnership”) and its other consolidated subsidiaries (the "Subsidiaries"“Subsidiaries”), are referred to herein as "we," "us," "the Company,"“we,” “us,” and "our."“our.” We are a fully integrated owner and operator of lifestyle-oriented properties ("Properties"(“Properties”) consisting of property operations and home sales and rental operations primarily ofwithin manufactured ("MH"home (“MH”) and recreational vehicle (“RV”) communities and recreational vehicle ("RV") resorts and campgrounds.marinas. We provide our customers the opportunity to place factory builtmanufactured homes and cottages, cabins RVs and/or RVsboats on our Properties either permanently or on a long-term or short-term basis. Our customers may lease individual developed areas ("Sites"(“Sites”) or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays. Our Properties are designed and improved
Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a real estate investment trust (“REIT”) for home options of various sizes and designs that are produced off-site by third party manufacturers, installed and set on designated Sites ("Site Set") within the Properties.
U.S. federal income tax purposes. We believe that we have qualified for taxation as a real estate investment trust ("REIT") for U.S. federal income tax purposes sinceREIT. To maintain our taxable year ended December 31, 1993. We plan to continue to meet the requirements for taxationqualification as a REIT. Many of theseREIT, we must meet certain requirements, however,which are highly technical and complex. For example, to qualify as a REIT, at least 95% of our gross income must come from sources that are itemized in the REIT tax laws. We must meet a number of organizational requirements, including a requirement to distribute to stockholders at least 90% of our REIT taxable income computed without regard to our deduction for dividends paid and our net capital gain.
If we fail to qualify as a REIT, we could be subject to U.S. federal income tax at regular corporate rates. Also, unless the IRS granted us relief under certain statutory provisions,Additionally, we wouldcould remain disqualified as a REIT for four years following the year we first failed to qualify. Even if we qualify for taxation as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income.
Our Properties are owned primarily by the Operating Partnership and managed internally by wholly-owned affiliates of the Operating Partnership. We are the general partner of the Operating Partnership and own 95.3% as of December 31, 2022. We contributed the proceeds from our various equity offerings, including our initial public offering, and subsequent offerings to the Operating PartnershipPartnership. In exchange for these contributions, we received units of common interests in the partnership ("(“OP Units"Units”), and we currently hold a number of OP Units equal to the number of our outstandingshares of common shares. In addition, we are the general partner of the Operating Partnership. The financial results of the Operating Partnership and the Subsidiaries are consolidated in our consolidated financial statements. In addition, since certain activities, if performed by us, may cause us to earn income which is not qualifying for the REIT gross income tests, we have formed taxable REIT Subsidiaries, as defined in the Internal Revenue Code of 1986, as amended (the "Code"), to engagestock issued in such activities.
equity offerings. The limited partners of the Operating Partnership (the "Common“Common OP Unitholders"Unitholders”) receive an allocation of net income that is based on their respective ownership percentage in the Operating Partnership that is shownpresented on the Consolidated Financial Statementsconsolidated financial statements as Non-controlling interests—Common OP Units. As of December 31, 2017,2022, the Non-Controlling Interests—Non-controlling interests—Common OP Units represented 5,834,100 OP Unitswere 9,265,565, which are convertible intoexchangeable for an equivalent number of shares of our common stock.stock or, at our option, cash. The issuance of additional shares of common stock or Common OP Units changeswould change the respective ownership of the Operating Partnership for the Non-controlling interests—Common OP Units.Unitholders.
Since we have elected to be taxed as a REIT for U.S. federal income tax purposes, certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, we have formed taxable REIT subsidiaries (each, a “TRS”). Our primary TRS is Realty Systems, Inc. (“RSI”) which, along with owning several properties, is engaged in the business of purchasing, selling and leasing factory-built homes located in Properties owned and managed by us. RSI also offers home sale brokerage services to our residents who may choose to sell their homes rather than relocate them when moving from a Property. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants.
F-12
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies
The FASB sets Generally Accepted Accounting Principles ("GAAP"), which we follow to ensure that we consistently report ourconsolidated financial condition,statements present the results of operations, financial position and cash flows. References to GAAP in the United States issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (the "Codification").
(b)Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principlesGenerally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, andthe disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. All property Siteand site counts and acreage amounts are unaudited.
(c) Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation.
(d) Investment in Real Estate
Investment in real estate is recorded at cost less accumulated depreciation. Our policy isDirect and indirect costs related to estimate useful lives associated with our real estate assetsimprovement projects are capitalized, including salaries and to depreciaterelated benefits of employees who are directly responsible for and spend their time on the assets on a straight-line basis based on our estimates. The depreciable life estimateexecution and supervision of our new manufactured homes is 25 years and our used homes is 10-25 years. We use a 30-year estimated life for buildings and structural and land improvements acquired (including Site development), a 10-year estimated life for building upgrades, a five-year estimated life for furniture, fixtures and equipment and lease intangibles over the average life of acquired in-place leases.
such projects. Land improvements consist primarily of improvements such as grading, landscaping and infrastructure items, such as streets, sidewalks or water mains. Buildings and other depreciable property consist of permanent buildings in the Properties such asinclude capital improvements to clubhouses, laundry facilities, maintenance storage facilities, rental unitsmanufactured homes and furniture, fixtures equipment, and in-place leases.equipment.
Depreciation is computed on a straight-line basis based on the estimated useful lives of the associated with in-place leases is amortized over the expected term.real estate assets.
| Useful Lives (in years) | ||||||||
| Land and Building Improvements | 10-30 | |||||||
| Manufactured Homes | 10-25 | |||||||
| Furniture, Fixture and Equipment | 5 | |||||||
| In-place leases | Expected term | |||||||
| Above and below-market leases | Applicable lease term | |||||||
F-13
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
If an impairment indicator exists related to a long-lived assetsasset that areis held and used, we compare the expected future undiscounted cash flows are compared against the carrying amount of that asset. Forecasting cash flows requires us to make estimates and assumptions on various inputs including, but not limited to, rental revenue and expense growth rates, occupancy, levels of capital expenditure and capitalization rates. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the carrying amount in excess of the estimated fair value, if any, of the asset. For
Hurricane Ian made landfall on the periods presented, no impairment losses were recorded.
(e) Acquisitions
We account for acquisitions of investments in real estate by assessing each acquisition to determine if it meets the datesdefinition of a business or if it qualifies as an asset acquisition. Certain purchase price adjustments may be made within one year followingWe apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition and applied prospectivelyor business combination. As most of our real estate acquisitions are concentrated in accordance with ASU 2015-16 Business Combinations (Topic 805):Simplifyingeither a single asset or a group of similar identifiable assets, our real estate transactions are generally accounted for as asset acquisitions, which permits the Accounting for Measurement-Period Adjustments.capitalization of transaction costs to the basis of the acquired property.
In making estimates ofestimating the fair values for purposes of allocating the purchase price, we utilize a number of sources, including independent appraisals or internal valuations that may be available in connection with the acquisition or financing of the respective Property and other market data. We also consider information obtained about each Property as a result of our due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed.
The following methods and assumptions are used to estimate the fair value of each class of asset acquired and liability assumed:
Land – Market approach based on similar, but not identical, transactions in the market. Adjustments to comparable sales based on both the quantitative and qualitative data.
Depreciable property – Cost approach based on market comparable data to replace adjusted for local variations, inflation and other factors.
Manufactured homes – Sales comparison approach based on market prices for similar homes adjusted for differences in age or size. Manufactured homes are included on our Consolidated Balance Sheets in buildings and other depreciable property.
In-place leases – Lease in place valuesIn-place leases are determined viathrough a combination of estimates of market rental rates and expense reimbursement levels as well as an estimate of the length of time required to replace each lease.
Above-market assets/below-market liabilities – Income approach based on discounted cash flows comparing contractual cash flows to be paid pursuant to the leases and our estimate of fair market lease rates over the remaining non-cancelable lease terms. For below-market leases, we also consider remaining initial lease terms plus any renewal periods.
Notes receivable – Income approach based on discounted cash flows comparing contractual cash flows at a market rate adjusted based on particular notes' or note holders' down payment, credit score and delinquency status.
Mortgage notes payable – Income approach based on discounted cash flows comparing contractual cash flows to cash flows of similar debt discounted based on market rates.
F-14
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
We record acquired intangible assets at their estimated fair value separate and apart from goodwill. We amortize identified intangible assets and liabilities that are determined to have finite lives over the period the assets and liabilities are expected to contribute directly or indirectly to the future cash flows of the propertyProperty or business acquired. In accordance with FASB ASC 360-10-35, intangibleIntangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amountamounts may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its estimated fair value.
The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed in a business combination is recorded as goodwill. In accordance with Codification Topic "Goodwill and Other Intangible Assets" ("FASB ASC 350"), goodwillGoodwill is not amortized but is tested for impairment at a level of reporting referred to as a reporting unit on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
As of December 31, 20172022 and 2016,2021, the gross carrying amountsamount of identified intangible assets and goodwill were approximately $12.1was $55.6 million and $55.4 million, respectively, which is reported as a component of Escrow deposits, goodwill and other assets, net on our consolidated balance sheets.the Consolidated Balance Sheets. As of both December 31, 20172022 and 2016,2021, this amount was comprised of approximately $4.3$38.0 million of identified intangible assets and approximately $7.8$17.6 million and $17.4 million, respectively, of goodwill. Accumulated amortization of identified intangibles assets was approximately $2.9$7.7 million and $2.8$3.3 million as of December 31, 20172022 and 2016,2021, respectively. For the years ended December 31, 2017, 2016, and 2015,The estimated annual aggregated amortization expense to be recognized over each of the next five years is $3.0 million. The weighted average remaining useful life is approximately 14 years.
(g) Assets Held for Sale
In determining whether to classify a real estate asset held for sale, we consider whether: (i) management has committed to a plan to sell the identified intangibleasset; (ii) the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) we have initiated a program to locate a buyer; (iv) we believe that the sale of the real estate asset is probable within one year; (v) we are actively marketing the investment property for sale at a price that is reasonable in relation to its current value and (vi) actions required for us to complete the plan indicate that it is unlikely that any significant changes will be made. If all of the above criteria are met, we classify the real estate asset as held for sale. When all of the above criteria are met, we discontinue depreciation or amortization of the asset, measure it at the lower of its carrying amount or its fair value less estimated cost to sell and present it separately as an asset held for sale, net on the Consolidated Balance Sheets. We also present the liabilities related to assets was approximately $0.1 million, $0.2 million, and $0.4 million respectively.held for sale, if any, separately on the Consolidated Balance Sheets. In connection with the held for sale evaluation, if the disposal represents a strategic shift that has, or will have, a major effect on our consolidated financial statements, then the transaction is presented as discontinued operations.
(h) Restricted Cash as
As of December 31, 20172022 and 2016 included approximately $5.3 million of2021, restricted cash in both periods,consisted of $19.7 million and $29.3 million, respectively, primarily related to cash reserved for the payment of capital improvements,customer deposits and escrows for insurance orand real estate taxes pursuant to certain loan agreements.taxes.
Level 1-Inputs1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2-Inputs2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3-Inputs3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The carrying values of cash and restricted cash, accounts receivable and accounts payable approximate their fair market values due to the short-term nature of these instruments. The carrying value of the notes receivable approximates the fair market
F-15
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
The fair market value of mortgage notes payable, andthe term loan had a carrying value of approximately $2,193.7 million and 2,110.2 million as of December 31, 2017 and 2016, respectively, and a fair value of approximately $2,184.0 million and $2,100.0 million as of December 31, 2017 and 2016, respectively. The fair value isinterest rate derivative are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities (Level 2). At December 31, 2017as disclosed in Note 10. Borrowing Arrangements and 2016, our cash flow hedge of interest rate risk included in accrued expensesNote 11. Derivative Instruments 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. Hedging Activities.
We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions (seeas disclosed in Note 57. Investment in Real Estate.
(j) Deferred Financing Costs, Net
Deferred financing costs are being amortized over the terms of the respective loans on a straight-line basis. Unamortized deferred financing costs are written-off when debt is retired before the maturity date. Deferred financing costs, net were $28.1 million and $28.9 million as of December 31, 2022 and 2021, respectively.
(k) Allowance for Credit Losses
We account for allowance for credit losses under the current expected credit loss ("CECL") impairment model for our financial assets, including receivables from tenants, receivable for annual membership subscriptions, Contracts Receivable and Chattel Loans (See Note 9. Notes Receivable, Net for definition of these terms), and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the Consolidated Financial Statements).contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Our allowance for credit losses was as follows:
| December 31, | ||||||||||||||
| (amounts in thousands): | 2022 | 2021 | ||||||||||||
| Balance, beginning of year | $ | 21,049 | $ | 14,460 | ||||||||||
| Provision for losses | 5,242 | 8,669 | ||||||||||||
| Write-offs | (5,920) | (2,080) | ||||||||||||
| Balance, end of year | $ | 20,371 | $ | 21,049 | ||||||||||
(l) Revenue Recognition
Our revenue streams are predominantly derived from customers renting our Sites or entering right-to-use contracts.into membership subscriptions. Our MH community Sites and annual RV resortand marina Sites are leased on an annual basis. Seasonal RV and marina Sites are leased to customers generally for one to six months. Transient RV and marina Sites are leased to customers on a short-term basis. Leases with the Company'sour customers are accounted for as operating leases. Rental income is accounted for in accordance with the Accounting Standard Codification (ASC) 842, Leases, and is recognized over the term of the respective lease or the length of a customer's stay. We do not separate expenses reimbursed by our customers (“utility recoveries”) from the associated rental revenue as we meet the practical expedient criteria to combine these lease and non-lease components. We assessed the criteria and concluded that the timing and pattern of transfer for rental revenue and the associated utility recoveries are the same and because our leases qualify as operating leases, we account for and present rental revenue and utility recoveries as a single component under Rental income in our Consolidated Statements of Income and Comprehensive Income.
A right-to-use contractmembership subscription gives the customer the right to a set schedule of usage at a specified group of Properties. Payments are deferred and recognized ratablyon a straight-line basis over the one yearone-year period in which access to Sites at certain Properties are provided. Right-to-use upfront non-refundable payments supplement the right-to-use contract andMembership upgrades grant certain additional access rights to the customer. Under current accounting standards, right-to-usecustomer and require non-refundable upfront payments. The non-refundable upfront payments are recognized based on a straight-line basis over 20 years, which is our estimated attrition rates of up to 40 years. On January 1, 2018, the Company will adopt ("ASU 2014-09") Revenue from Contracts with Customers.
membership upgrade contract term. Income from home sales is recognized when the earnings process is complete. The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred. Sales from membership subscriptions, upgrades and home sales are accounted for in accordance with ASC 606, Revenue from Contracts with Customers.
F-16
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
(m) Stock Based Compensation
Stock-based compensation expense for restricted stock awards with service conditions is measured based on the grant date fair value and recognized on a straight-line basis over the requisite service period of the individual grants.
Stock-based compensation expense for restricted stock awards with performance conditions is measured based on the grant date fair value and recognized on a straight-line basis over the performance period of the individual grants, when achieving the performance targets is considered probable. We estimate and revisit the probability of achieving the performance targets periodically by updating our forecasts throughout the performance period as necessary.
We also issue stock options by estimating the grant date fair value using the Black-Scholes option-pricing model and recognizing over the vesting period for options that are expected to vest. We estimate forfeitures at the time of grant based on historical experience, updated for changes in facts and circumstances, as appropriate, and in subsequent periods if actual forfeitures differ from those estimates. The expected volatility assumption is calculated based on our historical volatility, which is calculated over a period of time commensurate with the expected term of the options being valued. The risk-free interest rate assumption is based upon the portionU.S. Treasury yield curve in effect at the time of equity (net assets)grant. The dividend yield assumption is based on our expectation of dividend payouts.
(n) Insurance Recoveries
We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our properties. We record the estimated amount of expected insurance proceeds for property damage, clean-up costs and other losses incurred as an asset (typically a receivable from our insurance carriers) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the losses incurred and any amount of insurance recovery related to business interruption are considered a subsidiary not attributable, directly or indirectly, to a parent. The ownership interestsgain contingency and will be recognized in the subsidiary thatperiod in which the insurance proceeds are held by owners other thanreceived.
During the parentyear ended December 31, 2022, we recognized expenses of approximately $40.6 million related to debris removal and cleanup related to Hurricane Ian and an offsetting insurance recovery revenue accrual of $40.6 million related to the expected insurance recovery as a result of Hurricane Ian.
(o) Non-Controlling Interests
The OP Units are non-controlling interests. Under Codification Topic "Consolidation" ("FASB ASC 810"), such non-controlling interests are reportedexchangeable for shares of common stock on the consolidated balance sheets within equity, separately from the Company's equity. However, securities that are redeemable for cash or other assetsa one-for-one basis at the option of the holder, not solely withinCommon OP Unitholders, which we may, in our discretion, cause the controlOperating Partnership to settle in cash. The exchange is treated as a capital transaction, which results in an allocation between stockholders' equity and non-controlling interests to account for the change in the respective percentage ownership of the issuer, must be classified outside of permanent equity. This would result in certain outside ownership interests being included as redeemable non-controlling interests outside of permanentunderlying equity in the consolidated balance sheets. We make this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to non-controlling interests for which we have a choice to settle the contract by delivery of our own shares, we considered the guidance in the Codification Topic "Derivatives and Hedging—Contracts in Entity's Own Equity" ("FASB ASC 815-40") to evaluate whether we control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.Operating Partnership.
Net income is allocated to Common OP Unitholders based on their respective ownership percentage of the Operating Partnership. Such ownership percentage is calculated by dividing the number of Common OP Units held by the Common OP Unitholders by the total OP Units held by the Common OP Unitholders and us.the shares of common stock held by the common stockholders. Issuance of additional shares of common stock or Common OP Units changeswould change the percentage ownership of both the Non-controlling interests – Common OP Units and the Company.common stockholders.
Due to our structure as a REIT, the results of operations contain no provision for U.S. federal income taxes for the REIT. As of both December 31, 20172022 and 2016,2021, the REIT had a federal net operating loss carryforward of approximately $75.0 million and $88.1 million, respectively. In 2017, the$51.7 million. The Company utilized zero and approximately $13.0$22.4 million of the net operating loss carryforward to offset its tax and distribution requirements.requirements for the years ended December 31, 2022 and 2021, respectively. The REIT is entitled to utilize the net operating loss carryforward only to the extent that the REIT taxable income exceeds our deduction for dividends paid. Due to the uncertainty regarding the use of the REIT net operating loss carryforward, no net tax asset has been recorded as of December 31, 20172022 and 2016.2021.
F-17
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
In addition, we have several taxable REIT Subsidiaries ("TRSs"),own certain TRSs, which are subject to federal and state income taxes at regular corporate tax rates. Overall, the TRSs have federal net operating loss carryforwards. Due to the uncertainty regarding the realization of these deferred tax assets, we have maintained a full valuation allowance as of December 31, 20172022 and 2016 .2021.
The REIT is stillremains subject to certain foreign, state and local income, excise or franchise taxes; however, they are not material to our operating results or financial position. We do not have unrecognized tax benefit items.
We, or one of our Subsidiaries, file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and Canada. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2013.2018.
As of December 31, 2017,2022, net investment in real estate and notes receivable had a U.S. federal tax basis of approximately $3.2$5.0 billion (unaudited) and $51.2$52.6 million (unaudited), respectively.
During the years ended December 31, 2017, 20162022, 2021 and 2015,2020, our tax treatment of common stock distributions werewas as follows (unaudited):
| 2022 | 2021 | 2020 | |||||||||||||||
| Tax status of common stock distributions deemed paid during the year: | |||||||||||||||||
| Ordinary income | $ | 1.483 | $ | 1.538 | $ | 1.234 | |||||||||||
| Long-term capital gains | — | — | 0.006 | ||||||||||||||
| Non-dividend distributions | 0.152 | — | 0.057 | ||||||||||||||
| Distributions declared per common stock outstanding | $ | 1.635 | $ | 1.538 | $ | 1.297 | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Tax status of Common Shares distributions deemed paid during the year: | |||||||||||
| Ordinary income | $ | 1.657 | $ | 1.471 | $ | 1.169 | |||||
| Long-term capital gains | 0.718 | — | — | ||||||||
| Nondividend distributions | — | 0.179 | 0.081 | ||||||||
| Distributions declared per common stock outstanding | $ | 2.375 | $ | 1.650 | $ | 1.250 | |||||
The quarterly distribution paid on January 12, 2018 of $0.48813, 2023 is a split year distribution with $0.404990 (unaudited) per share of common share will all bestock considered a distribution made in 2022 and $0.005010 (unaudited) allocable to 2017for 2023 for federal tax purposes.
Note 3—Restatement of Previously Issued Consolidated Financial Statements
During the quarter ended June 30, 2023, the Company identified and corrected an error related to be apportioned between a REIT and its shareholders under Code Section 59(d). Although regulations have not yet been issued under that provision, basedthe classification of cash outflows associated with the purchase of manufactured homes in the Consolidated Statements of Cash Flows. Previously, the Company classified these cash outflows within investing activities in the Consolidated Statements of Cash Flows. Based on the regulations issued pursuant to a similar provision of prior law andpredominance principle in ASC 230-10-45-22, the legislative historyCompany determined that all of the current provision, it appears that such alternative minimum tax adjustments are tocash flows associated with the purchase and sale of manufactured homes should be apportioned to a REIT’s shareholdersclassified within operating activities in the Consolidated Statements of Cash Flows. There was no impact to the extent that the REIT distributesConsolidated Statements of Income and Comprehensive Income, Consolidated Balance Sheets, or Consolidated Statements of Changes in Equity for any periods presented. The Company is correcting this misclassification by restating its regular taxable income. AllConsolidated Statements of the Company’s alternative minimum tax adjustments are being apportioned to the Company’s shareholders.Cash Flows through this Annual Report on Form 10-K/A.
The Company has determined that 0.33%impact on the line items within the previously reported Consolidated Statements of each distribution to the Company’s shareholdersCash Flows for the tax yearyears ended December 31, 2017 consists of an alternative minimum tax adjustment.
F-18
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary3—Restatement of Significant Accounting PoliciesPreviously Issued Consolidated Financial Statements (continued)
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |||||||||||||||||||||||||||||||||
| Operating Activities | As Reported | Adjustment | As Restated | As Reported | Adjustment | As Restated | As Reported | Adjustment | As Restated | ||||||||||||||||||||||||||
| Manufactured homes, net | $ | — | (27,419) | $ | (27,419) | $ | — | (4,963) | $ | (4,963) | $ | — | (10,280) | $ | (10,280) | ||||||||||||||||||||
| Other assets, net | $ | 92,458 | (96,103) | $ | (3,645) | $ | 53,913 | (81,062) | $ | (27,149) | $ | 34,048 | (38,845) | $ | (4,797) | ||||||||||||||||||||
| Net cash provided by operating activities | $ | 599,336 | (123,522) | $ | 475,814 | $ | 595,052 | (86,025) | $ | 509,027 | $ | 466,537 | (49,125) | $ | 417,412 | ||||||||||||||||||||
| Investing Activities | |||||||||||||||||||||||||||||||||||
| Capital improvements | $ | (372,799) | 123,522 | $ | (249,277) | $ | (290,290) | 86,025 | $ | (204,265) | $ | (217,082) | 49,125 | $ | (167,957) | ||||||||||||||||||||
| Net cash used in investing activities | $ | (525,589) | 123,522 | $ | (402,067) | $ | (914,455) | 86,025 | $ | (828,430) | $ | (450,379) | 49,125 | $ | (401,254) | ||||||||||||||||||||
| Cash and restricted cash, end of year | $ | 22,347 | — | $ | 22,347 | $ | 123,398 | — | $ | 123,398 | $ | 24,060 | — | $ | 24,060 | ||||||||||||||||||||
In August 2017,addition, capital improvements in our Home Sales and Rental Operations segment shown in Note 18. Reportable Segments and our presentation of capital activity on Schedule III - Real Estate and Accumulated Depreciation have been updated to reflect the FASB issued ("ASU 2017-12") Derivatives and Hedging (Topic 815): Targeted Improvementsrestatement to Accounting for Hedging Activities. ASU 2017-12 provides guidance aboutour Consolidated Statements of Cash Flows.
Note 4—Leases
Lessor
Rental income statement classification and eliminates the requirement to separately measure and report hedge ineffectiveness. The entire change in fair value for qualifying hedge instruments including ineffectiveness will be recorded in other comprehensive income (OCI) and amounts deferred in OCI will be reclassified to earnings in the same income statement line item in which the earnings effect of the hedged item is reported. The new guidance also amends the presentation and disclosure requirements. The intention is to align hedge accounting with companies' risk management strategies more closely, thereby simplifying the application of hedge accounting and increase transparency as to the scope and results of hedging programs. ASU 2017-12 is effective in fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. We are currently in the process of evaluating the potential impact that the adoption of this standard may have onderived from customers renting our consolidated financial statements and related disclosures.
The leases entered into between the customer and us for a rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute. Long-term leases that are non-cancelable by the tenants are in effect at certain Properties. Rental rate increases at these Properties are primarily a function of increases in the Consumer Price Index, taking into consideration certain conditions. Additionally, periodic market rate adjustments are made as deemed appropriate. In addition, certain state statutes allow entry into long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements. The following table presents future acquisitionsminimum rents expected to be accounted for as asset acquisitions, rather than a business combination. For asset acquisitions, acquisition costs will be capitalized, and the purchase price will be allocated on a relative fair value basis. The Company will adopt ASU 2017-01 on January 1, 2018.
| (amounts in thousands) | As of December 31, 2022 | |||||||
| 2023 | $ | 108,979 | ||||||
| 2024 | 109,666 | |||||||
| 2025 | 42,875 | |||||||
| 2026 | 23,725 | |||||||
| 2027 | 22,329 | |||||||
| Thereafter | 56,557 | |||||||
| Total | $ | 364,131 | ||||||
Lessee
We lease land under non-cancelable operating leases at 10 Properties expiring at various dates between 2028 and 2054. The majority of the credit qualityleases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those Properties. We also have other operating leases, primarily office space expiring at various dates through 2032. For the years ended December 31, 2022, 2021 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 statements2020, total operating lease payments were $9.3 million, $10.4 million and related disclosures.$9.9 million, respectively.
F-19
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies4—Leases (continued)
The following table presents the operating lease payments for the year ended December 31, 2022, 2021 and 2020:
| Years Ended December 31, | ||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||
| Fixed lease cost: | ||||||||||||||||||||
Ground leases (1) | $ | 3,601 | $ | 5,906 | $ | 5,912 | ||||||||||||||
| Office and other leases | 3,739 | 3,529 | 3,243 | |||||||||||||||||
| Variable lease cost: | ||||||||||||||||||||
Ground leases (1) | 1,938 | 871 | 652 | |||||||||||||||||
| Office and other leases | — | 50 | 111 | |||||||||||||||||
| Total lease cost | $ | 9,278 | $ | 10,356 | $ | 9,918 | ||||||||||||||
__________________
(1)The Westwinds ground leases expired August 31, 2022, for additional information see Part I. Item 1. Financial Statements—Note 17. Commitments and Contingencies.
The following table summarizes our minimum future rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to calculate the lease liability for our operating leases as either finance orof December 31, 2022:
| (amounts in thousands) | Ground Leases | Office and Other Leases | Total | |||||||||||||||||
| 2023 | $ | 668 | $ | 3,770 | $ | 4,438 | ||||||||||||||
| 2024 | 675 | 3,407 | 4,082 | |||||||||||||||||
| 2025 | 680 | 3,108 | 3,788 | |||||||||||||||||
| 2026 | 684 | 2,612 | 3,296 | |||||||||||||||||
| 2027 | 689 | 2,424 | 3,113 | |||||||||||||||||
| Thereafter | 4,525 | 10,794 | 15,319 | |||||||||||||||||
| Total undiscounted rental payments | 7,921 | 26,115 | 34,036 | |||||||||||||||||
| Less imputed interest | (2,075) | (3,920) | (5,995) | |||||||||||||||||
| Total lease liabilities | $ | 5,846 | $ | 22,195 | $ | 28,041 | ||||||||||||||
ROU assets and lease liabilities from our operating with classification affectingleases, included within Other assets, net and Accounts payable and other liabilities on the patternConsolidated Balance Sheets, were $25.9 million and $28.0 million, respectively, as of expense recognition in the statement of income. ASU 2016-02 will be effectiveDecember 31, 2022. The weighted average remaining lease term for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We are currently in the process of evaluating the potential impact this standard may have on our consolidated financial statements and related disclosures.
ROU assets and lease liabilities from our operating leases, included within Other assets, net and Accounts payable and other liabilities on its consolidated financial statements. The Company will adopt ASU 2014-09the Consolidated Balance Sheets, were $30.3 million and all related amendments, effective January 1, 2018, applying the modified retrospective transition method, which requires the recognition of the cumulative effect of the transition as an adjustment to retained earnings$30.7 million, respectively, as of January 1, 2018. Upon adoption, right-to-use upfront nonrefundable payments will be recognized on a straight-line basis over 20December 31, 2021. The weighted average remaining lease term for our operating leases was seven years to reflect our current estimated customer life forand the majority of our upgrade contracts. As a result of the cumulative impact of adopting the new guidance, we currently expect to record a net reduction to retained earnings of approximately $15 million as of January 1, 2018, as a result of an increase in Deferred revenue - upfront payments from right-to-use contracts and an increase in Deferred commissions expense.weighted average incremental borrowing rate was 3.8% at December 31, 2021.
F-20
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 3—5—Earnings Per Common Share
Basic and fully diluted earnings per share are based on the weighted average shares outstanding during each year and basic earnings per share exclude any dilutive effects of options, unvested restricted shares and convertible securities. The conversion of OP Units has been excluded from the basic earnings per share calculation. The conversion of an OP Unit for a share of common stock has no material effect on earnings per common share on a fully diluted basis.
year. The following table sets forth the computation of basic and diluted earnings per share of common sharestock (Common Share), for the years ended December 31, 2017, 20162022, 2021 and 2015 (amounts in thousands, except per share data):2020:
| Years Ended December 31, | |||||||||||||||||
| (amounts in thousands, except per share data) | 2022 | 2021 | 2020 | ||||||||||||||
| Numerators: | |||||||||||||||||
| Net income available to Common Stockholders—Basic | $ | 284,611 | $ | 262,462 | $ | 228,268 | |||||||||||
| Amounts allocated to dilutive securities | 14,198 | 13,522 | 13,132 | ||||||||||||||
| Net income available to Common Stockholders—Fully Diluted | $ | 298,809 | $ | 275,984 | $ | 241,400 | |||||||||||
| Denominator: | |||||||||||||||||
| Weighted average Common Shares outstanding—Basic | 185,780 | 182,917 | 181,828 | ||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||
| Exchange of Common OP Units for Common Shares | 9,289 | 9,739 | 10,484 | ||||||||||||||
| Stock options and restricted stock | 186 | 227 | 243 | ||||||||||||||
| Weighted average Common Shares outstanding—Fully Diluted | 195,255 | 192,883 | 192,555 | ||||||||||||||
| Earnings per Common Share—Basic: | $ | 1.53 | $ | 1.43 | $ | 1.26 | |||||||||||
| Earnings per Common Share—Fully Diluted: | $ | 1.53 | $ | 1.43 | $ | 1.25 | |||||||||||
| Years Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Numerators: | |||||||||||
| Net Income Available for Common Stockholders: | |||||||||||
| Consolidated net income | $ | 210,377 | $ | 187,132 | $ | 150,512 | |||||
| Amounts allocated to dilutive securities | (12,788 | ) | (13,869 | ) | (11,141 | ) | |||||
| Preferred Stock distributions | (7,685 | ) | (9,226 | ) | (9,226 | ) | |||||
| Net income available to Common Stockholders – basic | 189,904 | 164,037 | 130,145 | ||||||||
| Amounts allocated to dilutive securities | 12,788 | 13,869 | 11,141 | ||||||||
| Net income available to Common Stockholders – fully diluted | $ | 202,692 | $ | 177,906 | $ | 141,286 | |||||
| Denominator: | |||||||||||
| Weighted average Common Stock outstanding—basic | 86,997 | 84,778 | 84,031 | ||||||||
| Effect of dilutive securities: | |||||||||||
| Redemption of Common OP Units for Common Stock | 6,033 | 7,204 | 7,216 | ||||||||
| Stock options and restricted stock | 395 | 587 | 660 | ||||||||
| Weighted average Common Stock outstanding—fully diluted | 93,425 | 92,569 | 91,907 | ||||||||
| Earnings per Common Share—Basic: | |||||||||||
| Net income available for Common Stockholders | $ | 2.18 | $ | 1.93 | $ | 1.55 | |||||
| Earnings per Common Share—Fully Diluted: | |||||||||||
| Net income available for Common Stockholders | $ | 2.17 | $ | 1.92 | $ | 1.54 | |||||
Note 4—6—Common Stock and Other Equity Related Transactions
Increase in Authorized Shares
On November 2, 2017,April 28, 2020, our stockholders approved an amendment to our charter to increase the number of shares of common stock that we extendedare authorized to issue from 400,000,000 to 600,000,000 shares.
Equity Offering Program
On February 24, 2022, we entered into our ATMcurrent at-the-market (“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 $200.0$500.0 million. Prior to the extension, theestablishing our current ATM program, our prior ATM equity offering program had an aggregate offering price wasof up to $125.0$200.0 million.
The following table presents the shares that were issued under thisour prior ATM equity offering programs, during the years ended December 31, 2022, 2021 and 2020:
| Years Ended December 31, | |||||||||||||||||
| (amounts in thousands, except share data) | 2022 | 2021 | 2020 | ||||||||||||||
| Shares of common stock sold | 328,123 | 1,660,290 | — | ||||||||||||||
| Weighted average price | $ | 86.46 | $ | 84.48 | $ | — | |||||||||||
| Total gross proceeds | $ | 28,370 | $ | 140,254 | $ | — | |||||||||||
| Commissions paid to sales agents | $ | 389 | $ | 1,816 | $ | — | |||||||||||
There was no ATM activity under the current ATM equity offering program during the year ended December 31, 2017 prior to2022 and after the extension (amounts in thousands, except share data):
| Year Ended December 31, 2017 | Year Ended December 31, 2016 | ||||||
| Shares of Common Stock sold | 1,380,017 | 683,548 | |||||
| Weighted average price | $ | 87.46 | $ | 73.15 | |||
| Total gross proceeds | $ | 120,698 | $ | 50,000 | |||
| Commissions paid to sales agents | $ | 1,512 | $ | 657 | |||
F-21
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 6—Common Stock and Other Equity Related Transactions (continued)
Employee Stock Purchase Plan
On May 10, 2016, we amended and restated the 1997 Non-Qualified Employee Stock Purchase Plan ("ESPP"(“ESPP”). Pursuant to the ESPP, certain of our employees and directors may each annually acquire up to $250,000 of our common stock. The aggregate number of shares of common stock available under the ESPP shall not exceed 2,000,000, subject to adjustment by our Board of Directors. The common stock may be purchased monthly at a price equal to 85% of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period;period and (b) the closing price for a share of common stock on the first day of the offering period. Shares of common stock issued through the ESPP for the years ended December 31, 2017, 20162022, 2021 and 20152020, were 24,715, 17,03737,042, 32,145 and 19,788,31,385, respectively. As of December 31, 2022, 674,007 shares remained available to be sold under the ESPP, subject to adjustment by our Board of Directors.
Exchanges
Subject to certain limitations, Common OP Unitholders can request an exchange of any or all of their OP Units for shares of common stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of common stock, cause the Operating Partnership to pay cash.
Common Stock Activity and Distributions
The following table presents the changes in our outstanding common stock for the years ended December 31, 2017, 2016 and 2015 (excluding OP Units of 5,834,100, 7,170,000,9,265,565, 9,305,651 and 7,207,67810,479,194 outstanding at December 31, 2017, 20162022, 2021 and 2015,2020, respectively):
| Years Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Shares outstanding at January 1, | 185,640,379 | 182,230,631 | 182,089,595 | ||||||||||||||
| Common stock issued through the ATM Equity Offering Program and its predecessor | 328,123 | 1,660,290 | — | ||||||||||||||
| Common stock issued through exchange of OP Units | 40,086 | 1,601,266 | 12,028 | ||||||||||||||
| Common stock issued through exercise of options | — | — | — | ||||||||||||||
| Common stock issued through restricted stock grants | 130,600 | 162,955 | 151,104 | ||||||||||||||
| Common stock forfeitures | (11,881) | — | — | ||||||||||||||
| Common stock issued through ESPP and Dividend Reinvestment Plan | 37,660 | 32,778 | 32,099 | ||||||||||||||
| Common stock repurchased and retired | (44,669) | (47,541) | (54,195) | ||||||||||||||
| Shares outstanding at December 31, | 186,120,298 | 185,640,379 | 182,230,631 | ||||||||||||||
| Years Ended December 31, | ||||||||
| 2017 | 2016 | 2015 | ||||||
| Shares outstanding at January 1, | 85,529,386 | 84,253,065 | 83,879,779 | |||||
| Common stock issued through the ATM Equity Offering Program | 1,380,017 | 683,548 | — | |||||
| Common stock issued through conversion of OP Units | 1,335,900 | 37,678 | 24,289 | |||||
| Common stock issued through exercise of options | 220,000 | 440,000 | 220,000 | |||||
| Common stock issued through stock grants | 130,426 | 133,717 | 158,014 | |||||
| Common stock forfeitures | (990 | ) | — | — | ||||
| Common stock issued through ESPP and Dividend Reinvestment Plan | 25,101 | 17,373 | 20,133 | |||||
| Common stock repurchased and retired | (34,680 | ) | (35,995 | ) | (49,150 | ) | ||
| Shares outstanding at December 31, | 88,585,160 | 85,529,386 | 84,253,065 | |||||
During the years ended December 31, 2017, 20162022, 2021 and 2015, we repurchased2020, shares of common stock representing common stockwere surrendered to satisfy income tax withholding obligations primarily due as a result ofto the vesting of restricted stock grants at a weighted average price of $89.02, $72.22$77.22, $61.50 and $66.20$73.12 per share, respectively.
As of December 31, 20172022, 2021 and 2016,2020, ELS' percentage ownership of the Operating Partnership was approximately 93.8%95.3%, 95.2% and 92.3%94.6%, respectively. The remaining approximately 6.2%4.7%, 4.8% and 7.7%5.4% as of December 31, 20172022, 2021 and 2016,2020, respectively, was owned by the Common OP Unitholders.
F-22
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 4—6—Common Stock and Other Equity Related Transactions (continued)
The following regular quarterly distributions have been declared and paid to common stockholders and commonCommon OP Unit non-controlling interestsUnitholders since January 1, 2015:
2020:
Distribution Amount Per Share | For the Quarter Ended | Stockholder Record Date | Payment Date | |||||||||||||||||
| $ | March 31, | March 27, | April 10, | |||||||||||||||||
| $ | June 30, | June 26, | July 10, | |||||||||||||||||
| $ | September 30, | September 25, | October 9, | |||||||||||||||||
| $ | December 31, | December | January 8, | |||||||||||||||||
| $ | March 31, | March 26, 2021 | April 9, 2021 | |||||||||||||||||
| $0.3625 | June 30, 2021 | June 25, 2021 | July 9, 2021 | |||||||||||||||||
| $0.3625 | September 30, 2021 | September 24, 2021 | October 8, 2021 | |||||||||||||||||
| $0.3625 | December 31, 2021 | December 31, 2021 | January 14, 2022 | |||||||||||||||||
| $0.4100 | March 31, 2022 | March 25, | April 8, | |||||||||||||||||
| $ | June 30, | June 24, | July 8, | |||||||||||||||||
| $ | September 30, | September 30, | October 14, | |||||||||||||||||
| $ | December 31, | December 30, | January 13, | |||||||||||||||||
Note 5—7—Investment in Real Estate
2022
Acquisitions at Fair Value
During the year ended December 31, 2017,2022, we acquired Bethpage Campfour RV communities and one membership RV community, including Blue Mesa Recreational Ranch, located in Gunnison, Colorado, Pilot Knob, located in Winterhaven, California, Holiday Trav-L-Park Resort, located in Emerald Isle, North Carolina, Oceanside RV Resort, located in Oceanside, California, and Grey's Point Camp, two RV ResortsWhippoorwill, located in Urbanna and Topping,Virginia, respectively and Paradise Park Largo, a manufactured home community in Largo, FloridaMarmora, New Jersey, containing 1,358 Sites for a combined purchase price of $142.4$132.8 million. TheseWe also acquired three land parcels, containing approximately 170 acres for a combined purchase price of $9.5 million. All acquisitions were accounted for as asset acquisitions.
2021
Acquisitions
During the year ended December 31, 2021, we acquired four RV communities, including Okeechobee KOA Resort, located in Okeechobee, Florida, Pine Haven, located in Cape May, New Jersey, Hope Valley located in Turner, Oregon and Lake Conroe located in Montgomery, Texas and a portfolio of eleven marinas located in Florida, North Carolina, South Carolina, Kentucky and Ohio, containing 5,961 Sites for a combined purchase price of $398.0 million.
During the year ended December 31, 2021, we also completed the acquisition of our joint venture partner’s 50% interest in Voyager RV Resort for total consideration of $77.0 million, including mortgage debt assumption of $40.0 million. As part of the acquisition, we issued 427,723 Operating Partnership units.
During the year ended December 31, 2021, we acquired a parcel of land located in Myrtle Beach, South Carolina for $110.8 million. The parcel of land is occupied by a portion of an RV community and contains 813 sites. The RV community, including the ELS parcel, is managed by a tenant pursuant to an existing ground lease. We also acquired three land parcels adjacent to three of our properties for a combined purchase price of $37.5 million.
During the year ended December 31, 2021, we completed the acquisition of MHVillage/Datacomp for a purchase price of $43.0 million. MHVillage is the premier online marketplace dedicated to manufactured home buying and selling. Datacomp provides independent, market-based valuations for manufactured homes in land lease communities.
The 2021 acquisitions were accounted for as asset acquisitions except MHVillage/Datacomp which was accounted for as a business combination.
F-23
Equity LifeStyle Properties, include 1,870 sites.Inc.
Notes to Consolidated Financial Statements
Note 7—Investment in Real Estate (continued)
2020
Acquisitions
During the year ended December 31, 2020, we acquired one MH community, seven RV communities and one marina, containing 2,772 Sites for a combined purchase price of $209.2 million, including:
•Dolce Vita at Superstition Mountain, an MH community located in Apache Junction, Arizona,
•Meridian RV Resort, an RV community located in Apache Junction, Arizona,
•Marina Dunes RV Park, an RV community located in Marina, California,
•Marker 1 Marina, a marina located in Dunedin, Florida,
•Acorn Campground, an RV community located in Green Creek, New Jersey,
•Topsail Sound, an RV community located in Holly Ridge, North Carolina,
•Harbor Point, an RV community located in Sneads Ferry, North Carolina and
•Leisure World and Trails End, two RV communities located in Weslaco, Texas.
During the year ended December 31, 2020, we also completed the acquisition of three development assets, including The Resort at Tranquility Lake, located in Cape Coral, Florida, Bayport, located in Jamaica, Virginia and a development property adjacent to our Voyager joint venture, located in Tuscon, Arizona, for a combined purchase price of $23.7 million. We also acquired additional assets, including nine land parcels, for a combined purchase price of $15.2 million. All acquisitions were accounted for as asset acquisitions. As a result of these acquisitions, we assumed approximately $5.9$6.9 million of mortgage debt. The remaining purchase price was funded with available cash, proceeds fromthrough new debt financing, our ATM equity offering programunsecured Line of Credit (“LOC”) and proceeds from the line of credit.
Fair Value
We engaged a third-party valuation firms to assist with our purchase price allocation for the acquisitions. The allocation of the fair values of the assets acquired and liabilities assumed is subject to further adjustment within one year of purchase due primarily to information not readily available at the acquisition date and final purchase price settlement with the sellers in accordance with the terms of the purchase agreement.when necessary. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisitions for the years ended December 31, 2017, 2016, and 2015 which we determined using Level-2 inputs for mortgage notes payable and other liabilities and Level-3 inputs for assets (amounts in thousands):
| December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Assets acquired | |||||||||||
| Land | $ | 57,278 | $ | 60,489 | $ | 8,985 | |||||
| Buildings and other depreciable property | 85,096 | 55,445 | 13,948 | ||||||||
| Manufactured homes | — | 67 | 345 | ||||||||
| In-place leases | — | 4,447 | 622 | ||||||||
| Net investment in real estate | $ | 142,374 | $ | 120,448 | $ | 23,900 | |||||
| Other assets | — | 20 | 53 | ||||||||
| Total assets acquired | $ | 142,374 | $ | 120,468 | $ | 23,953 | |||||
| Liabilities assumed | |||||||||||
| Mortgage notes payable | $ | 5,900 | $ | 22,010 | $ | — | |||||
| Other liabilities | 32 | 2,214 | 266 | ||||||||
| Total liabilities assumed | $ | 5,932 | $ | 24,224 | $ | 266 | |||||
| Net assets acquired | $ | 136,442 | $ | 96,244 | $ | 23,687 | |||||
| Years Ended December 31, | |||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | 2020 | ||||||||||||||
| Assets acquired | |||||||||||||||||
| Land | $ | 64,514 | $ | 343,614 | $ | 150,909 | |||||||||||
| Buildings and other depreciable property | 71,498 | 265,182 | 87,749 | ||||||||||||||
| Intangible | — | 33,250 | — | ||||||||||||||
In-place leases (a) | 5,576 | 22,135 | 6,821 | ||||||||||||||
| Goodwill | — | 9,586 | — | ||||||||||||||
Manufactured homes (a) | — | 610 | 2,621 | ||||||||||||||
| Net investment in real estate | $ | 141,588 | $ | 674,377 | $ | 248,100 | |||||||||||
| Other assets | 772 | 5,376 | 153 | ||||||||||||||
| Total assets acquired | $ | 142,360 | $ | 679,753 | $ | 248,253 | |||||||||||
| Liabilities assumed | |||||||||||||||||
| Mortgage notes payable | $ | — | $ | 39,986 | $ | 6,873 | |||||||||||
Below-market lease liability (b) | — | 8,169 | — | ||||||||||||||
| Other liabilities | 2,347 | 17,929 | 2,313 | ||||||||||||||
| Total liabilities assumed | $ | 2,347 | $ | 66,084 | $ | 9,186�� | |||||||||||
| Net assets acquired | $ | 140,013 | $ | 613,669 | $ | 239,067 | |||||||||||
_____________________
(a)In-place leases and 2015. None ofmanufactured homes are included in buildings and other depreciable property on the distributions made to us exceeded our basisConsolidated Balance Sheets.
(b)Below-market lease liability is included in joint ventures foraccounts payable and other liabilities on the year ended December 31, 2016.Consolidated Balance Sheets.
F-24
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 6—8—Investment in Unconsolidated Joint Ventures (continued)
During the yearsyear ended December 31, 20162022, we acquired an 80% interest in two joint ventures with RVC Outdoor Destinations (“RVC”) for $3.5 million. The joint ventures own RV properties under development in Gulf Shores, Alabama and 2015,Sandusky, Ohio. We use the equity method of accounting as we contributed $5.0 millionhave the ability to exercise significant influence over the operating and $4.0 million, respectively,financial policies of the joint ventures but do not have the ability to ourcontrol major decisions of the entity.
During the year ended December 31, 2022, we acquired a 50%interest in a joint venture Echo Financing,with Kampgrounds of America for a total purchase price of $5.1 million. The joint venture owns and operates, through its wholly owned subsidiary, Bald Mountain RV, LLC, ("ECHO JV").a 283-site RV community located in Hiawassee, Georgia. We also acquired a 50% equity interest in an entity developing an age-restricted community in Prescott Valley, Arizona for $3.1 million.
The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically for the years ended December 31, 2017, 20162022 and 20152021, respectively):
| Investment as of December 31, | Income/(Loss) for Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment | Location | Number of Sites | Economic Interest (a) | 2022 | 2021 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Meadows | Various (2,2) | 1,077 | 50 | % | $ | 158 | $ | — | $ | 2,458 | $ | 2,010 | $ | 1,879 | ||||||||||||||||||||||||||||||||||||||||||
| Lakeshore | Florida (3,3) | 721 | (b) | 2,625 | 2,638 | 683 | 568 | 1,405 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Voyager | Arizona (1,1) | — | 33 | % | (c) | 139 | 141 | 43 | 556 | 1,616 | ||||||||||||||||||||||||||||||||||||||||||||||
| ECHO JV | Various | — | 50 | % | (d) | 2,963 | 18,136 | 958 | 773 | 499 | ||||||||||||||||||||||||||||||||||||||||||||||
| RVC | Various | 1,282 | 80 | % | (e) | 60,323 | 49,397 | (587) | (26) | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Mulberry Farms | Arizona | 200 | 50 | % | 9,902 | — | (169) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Hiawassee KOA JV | Georgia | 283 | 50 | % | 5,294 | — | (23) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 3,563 | $ | 81,404 | $ | 70,312 | $ | 3,363 | $ | 3,881 | $ | 5,399 | ||||||||||||||||||||||||||||||||||||||||||||||
| Investment as of | Income/(Loss) for Years Ended | ||||||||||||||||||||||||||||
| Investment | Location | Number of Sites(d) | Economic Interest(a) | December 31, 2017 | December 31, 2016 | December 31, 2017 | December 31, 2016 | December 31, 2015 | |||||||||||||||||||||
| Meadows | Various (2,2) | 1,077 | 50 | % | $ | 307 | $ | 510 | $ | 2,197 | $ | 1,348 | $ | 1,401 | |||||||||||||||
| Lakeshore | Florida (3,2) | 720 | (b) | 2,530 | 56 | 115 | 318 | 1,777 | |||||||||||||||||||||
| Voyager | Arizona (1,1) | 1,801 | 50 | % | (c) | 3,205 | 3,376 | 891 | 1,014 | 846 | |||||||||||||||||||
| Loggerhead | Various | 2,343 | 49 | % | 31,414 | — | 230 | — | — | ||||||||||||||||||||
| Echo JV | Various | — | 50 | % | 15,624 | 15,427 | 332 | (75 | ) | 65 | |||||||||||||||||||
| 5,941 | $ | 53,080 | $ | 19,369 | $ | 3,765 | $ | 2,605 | $ | 4,089 | |||||||||||||||||||
(c)Voyager joint venture represents a 33% interest in the utility plant servicing this Property.
(d)On December 22, 2022, we completed the acquisition of all manufactured homes held by the ECHO joint venture for a purchase price of $10.0 million.
(e)Includes three joint ventures of which one joint venture owns a portfolio of seven operating RV communities and two joint ventures each own an RV property under development.
We recognized $3.4 million, $3.9 million and $5.4 million (net of $3.9 million, $1.1 million and $0.7 million of depreciation expense, respectively) of equity in income from unconsolidated joint ventures for the years ended December 31, 2022, 2021 and 2020, respectively. We received approximately $21.6 million, $3.2 million and $5.7 million in distributions from joint ventures for the years ended December 31, 2022, 2021 and 2020, respectively. Approximately $2.2 million, $2.9 million and $4.8 million of the distributions made to Consolidated Financial Statements
us exceeded our investment basis in joint ventures, and as such, were recorded as income from unconsolidated joint ventures for the years ended December 31, 2022, 2021 and 2020, respectively.Note 7—9—Notes and Contracts Receivable, Net
Notes receivable generally are presented at their outstanding unpaid principal balances, net of any allowances deferred fees or costs on originated loans and unamortized discounts or premiums. Interest income is accrued on the unpaid principal balance. Discounts or premiums are amortized to income using the interest method.
We provide financing for non-refundable upfront payments required for membership upgrades (“Contracts Receivable”). As of December 31, 2022 and 2021, Contracts Receivable, net of allowance, was $36.6 million and $30.9 million, respectively. Contracts Receivable, as of December 31, 2022, had an average stated interest rate of 15.8% per annum, a weighted average term remaining of 4.5 years and require monthly payments of principal and interest.
In certain cases, we purchase loans made by othersan unaffiliated lender to finance the sales of homes to our customers at our Properties (referred to as "Chattel Loans"“Chattel Loans”). These loans are secured by the purchased homes.
F-25
| 2017 | 2016 | 2015 | ||||||||||
| Balance, beginning of period | $ | 5,378 | $ | 6,470 | $ | 7,110 | ||||||
| Provision for losses | 4,181 | 3,926 | 4,055 | |||||||||
| Write-offs | (4,014 | ) | (5,018 | ) | (4,695 | ) | ||||||
| Balance, end of period | $ | 5,545 | $ | 5,378 | $ | 6,470 | ||||||
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 8—10—Borrowing Arrangements
Mortgage Notes Payable
Our mortgage notes payable is classified as Level 2 in the fair value hierarchy as of December 31, 2022 and 2021. The following table presents the fair value of our mortgage notes payable:
| As of December 31, 2022 | As of December 31, 2021 | |||||||||||||||||||||||||
| (amounts in thousands) | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||||
| Mortgage notes payable, excluding deferred financing costs | $ | 2,043,412 | $ | 2,718,114 | $ | 2,743,527 | $ | 2,654,086 | ||||||||||||||||||
As of December 31, 20172022 and 2016,2021, we had outstanding mortgage indebtedness on Properties of approximately $1,971.7$2,693.2 million and $1,891.9$2,627.8 million, respectively, net of deferred financing costs. The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of premium/discount amortization and loan cost amortization on this mortgage indebtedness, for the year endedas of December 31, 20172022 and December 31, 2021, was approximately 4.8%3.7% and 3.8% per annum.annum, respectively. The debt bears interest at stated rates of 3.1%ranging from 2.4% to 8.9% per annum and matures on various dates ranging from 20182023 to 2041. The debt encumbered a total of 120114 and 126117 of our Properties as of December 31, 20172022 and December 31, 2016,2021, respectively, and the gross carrying value of such Properties was approximately $2,323.1$2,868.3 million and $2,296.6$2,817.5 million, foras of December 31, 20172022 and December 31, 2016,2021, respectively.
We repaid $14.2 million of principal on two mortgage loans that were due to mature in 2022, incurring $0.5 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 5.25% per annum and were secured by three RV communities.
We entered into a $200.0 million secured refinancing transaction. The loan is secured by one MH community, has a fixed interest rate of 3.36% per annum and has a maturity date of May 1, 2034. The net proceeds from the transaction were used to repay all debt scheduled to mature in 2022 and to repay amounts outstanding on the Line of Credit (“LOC”).
2021 Activity
During the quarter ended March 31, 2021, we entered into a $270.0 million secured financing transaction maturing in 10 years and bearing a fixed interest rate of 2.4% per annum. The loan is secured by two RV communities and one MH community. The net proceeds from the transaction were used to repay $67.0 million of principal on two mortgage loans that were due to mature in 2022, incurring $1.9 million of prepayment penalties, as well as to repay a portion of the outstanding balance on our line of credit. These mortgage loans had a weighted average interest rate of 5.1% per annum and were secured by two RV communities.
2020 Activity
We entered into two secured credit facilities with Fannie Mae, for total gross proceeds of $662.3 million. The average maturity for these credit facilities is 12 years and has a weighted average interest rate of 2.6%. The facilities were secured by 18 MH and four RV communities.
We also repaid $48.1 million of principal on three mortgage loans that were due to mature in 2020 and $166.8 million of principal on secured loans that were due to mature in 2021. The secured loans had a weighted average interest rate of approximately 5.1% per annum and were secured by 21 MH and three RV communities. As part of the repayment of the loans, we incurred early debt retirement costs of $9.0 million.
Third Amended and Restated Unsecured Credit Facility
During the year ended December 31, 2017, we closed on three loans, each secured by a manufactured home community, with total gross proceeds of $146.0 million. They have a stated interest rate of 4.07% per annum and a maturity of 20 years. Additionally, during the year,2021, we entered into a $204.4 million secured credit facility with Fannie Mae, maturing in 20 years and bearing a 3.97% fixed interest rate. The loan is secured by five manufactured home communities. Also, during the year ended December 31, 2017 we paid off 15 mortgage loans (13 maturing in 2018 and two that would have matured in 2017) of approximately $230.2 million including $2.7 million of prepayment penalties, with a weighted average interest rate of 5.93% per annum, secured by 13 manufacturing home properties and two RV resort. Finally, in connection with the Paradise Park Largo acquisition, we assumed approximately $5.9 million of mortgage debt secured by the manufactured home community with an interest rate of 4.60% per annum.
F-26
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 10—Borrowing Arrangements (continued)
increments, subject to certain conditions. In 2017, we incurred commitment and arrangement fees of approximately $3.7 million to enter into the LOC and extend the Term Loan.
The Term Loan proceeds were used to repay the $300.0 million senior unsecured term loan agreement entered into during the first quarter of 2021.
Unsecured Debt
During the year ended December 31, 2022, we entered into a $200.0 million senior unsecured term loan agreement. The maturity date is January 21, 2027, with an interest rate of SOFR plus approximately 1.30% to 1.80%, depending on leverage levels.
The LOC had a balance of $198.0 million and $349.0 million outstanding as of December 31, 2022 and December 31, 2021, respectively. As of December 31, 2017, we were in compliance in all material respects with the covenants in2022, our LOC had a remaining borrowing arrangements.capacity of $302.0 million.
Future Maturities of Debt
The following table below presents as of December 31, 2017, the aggregate scheduled payments of principal on long-term borrowings for each of the next five years and thereafter (amountsas of December 31, 2022:
| (amounts in thousands) | Amount | |||||||
| 2023 | $ | 154,814 | ||||||
| 2024 | 74,214 | |||||||
| 2025 | 349,820 | |||||||
| 2026 | 366,784 | |||||||
| 2027 | 269,481 | |||||||
| Thereafter | 2,200,866 | |||||||
| Net unamortized premiums | 136 | |||||||
| Unamortized deferred financing costs | (28,131) | |||||||
| Total | $ | 3,387,984 | ||||||
As of December 31, 2022, we were in thousands):compliance in all material respects with the covenants in our borrowing arrangements.
| Year | Amount | ||
| 2018 | $ | 47,300 | |
| 2019 | 241,158 | ||
| 2020 | 158,547 | ||
| 2021 | 248,414 | ||
| 2022 | 168,625 | ||
| Thereafter | 1,356,449 | ||
| Net unamortized premiums | 3,253 | ||
| Unamortized deferred financing costs | (23,729 | ) | |
| Total | $ | 2,200,017 | |
Note 9—11—Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
The effective portion of changes in the fair value of the designated derivative that qualifiesqualify as a cash flow hedge isare recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings. Any ineffective portion of the change in fair value of the derivative will be recognized directly in earnings.
F-27
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 11—Derivative Instruments and Hedging Activities (continued)
Our derivative financial instrument is classified as Level 2 in the 2017 Swap as a cash flow hedge. No gain or loss was recognized infair value hierarchy. The following table presents the fair value of our derivative financial instrument:
| As of December 31, | ||||||||||||||||||||
| (amounts in thousands) | Balance Sheet Location | 2022 | 2021 | |||||||||||||||||
| Interest Rate Swap | Other assets, net | $ | 19,119 | $ | 3,524 | |||||||||||||||
The table below presents the effect of our derivative financial instrument on 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 year ended December 31, 2017.Income:
| Derivatives in Cash Flow Hedging Relationship | Amount of (gain)/loss recognized in OCI on derivative for the year ended December 31, | Location of (gain)/ loss reclassified from accumulated OCI into income | Amount of (gain)/loss reclassified from accumulated OCI into income for the year ended December 31, | |||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | 2020 | (amounts in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | $ | (19,904) | $ | (2,777) | $ | 1,561 | Interest Expense | $ | (4,309) | $ | 746 | $ | 1,941 | |||||||||||||||||||||||||||||||
During the next twelve months, we estimate that an additional $0.2$14.8 million will be reclassified as a decrease to interest expense. This estimate may be subject to change as the underlying LIBOR rate changes.
| Balance Sheet Location | December 31, 2017 | December 31, 2016 | |||||||
| Interest Rate Swap - 2017 | Escrow deposits, goodwill and other assets, net | $ | 942 | N/A | |||||
| Interest Rate Swap - 2014 | Accrued expenses and accounts payable | N/A | $ | 227 | |||||
| Derivatives in Cash Flow Hedging Relationship | Amount of (gain)/loss recognized in OCI on derivative (effective portion) | Location of loss reclassified from accumulated OCI into income (effective portion) | Amount of loss reclassified from accumulated OCI into income (effective portion) | ||||||||||||||||||||||
| December 31, 2017 | December 31, 2016 | December 31, 2015 | December 31, 2017 | December 31, 2016 | December 31, 2015 | ||||||||||||||||||||
| Interest Rate Swap | $ | (869 | ) | $ | 813 | $ | 1,900 | Interest Expense | $ | 300 | $ | 1,139 | $ | 1,728 | |||||||||||
We determined that no adjustment was necessary for non-performance risk on our derivative obligation. As of December 31, 2017,2022, we havehad not posted any collateral related to this agreement.
Note 10—12—Deferred Revenue-entry of right-to-use contractsRevenue from Membership Upgrade Sales and Deferred Commission Expense
| As of | ||||||||||||||
| (amounts in thousands) | 2022 | 2021 | ||||||||||||
| Deferred revenue - upfront payments from membership upgrade sales as of December 31, | $ | 163,957 | $ | 138,878 | ||||||||||
Membership upgrade sales(1) | 34,661 | 36,270 | ||||||||||||
| Revenue recognized from membership upgrade sales upfront payments | (12,958) | (11,191) | ||||||||||||
Net increase in deferred revenue - upfront payments from membership grade sales(1) | 21,703 | 25,079 | ||||||||||||
Deferred revenue - upfront payments from membership upgrade sales as of December 31,(2) | $ | 185,660 | $ | 163,957 | ||||||||||
| Deferred commission expense as of December 31, | $ | 47,349 | $ | 42,471 | ||||||||||
| Deferred commission expense | 7,193 | 8,657 | ||||||||||||
| Commission expense recognized | (4,101) | (3,779) | ||||||||||||
Net increase in deferred commission expense(1) | 3,092 | 4,878 | ||||||||||||
| Deferred commission expense as of December 31, | $ | 50,441 | $ | 47,349 | ||||||||||
| December 31, | ||||||||
| 2017 | 2016 | |||||||
| Deferred revenue—upfront payments from right-to-use contracts, as of January 1, | $ | 81,484 | $ | 78,405 | ||||
| Right-to-use contracts current period, gross | 14,132 | 12,327 | ||||||
| Revenue recognized from right-to-use contract upfront payments | (10,020 | ) | (9,248 | ) | ||||
| Right-to-use contract upfront payments, deferred, net | 4,112 | 3,079 | ||||||
| Deferred revenue—upfront payments from right-to-use contracts, as of December 31, | $ | 85,596 | $ | 81,484 | ||||
| Deferred commission expense, as of January 1, | $ | 31,375 | $ | 30,865 | ||||
| Deferred commission expense | 4,577 | 4,659 | ||||||
| Commission expense recognized | (4,509 | ) | (4,149 | ) | ||||
| Net increase in deferred commission expense | 68 | 510 | ||||||
| Deferred commission expense, as of December 31, | $ | 31,443 | $ | 31,375 | ||||
(2)Included in Deferred membership revenue on the term of the agreements. At December 31, 2017, future minimum rents expected to be received under long-term non-cancelable tenant leases, as well as those leases that are subject to long-term agreements governing rent payments and increases are as follows (amounts in thousands):Consolidated Balance Sheet.
| Year | Amount | ||
| 2018 | $ | 106,578 | |
| 2019 | 105,698 | ||
| 2020 | 66,108 | ||
| 2021 | 12,635 | ||
| 2022 | 11,920 | ||
| Thereafter | 36,674 | ||
| Total | $ | 339,613 | |
| Total | 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | ||||||||||||||||||||||
| Office Rent Lease | $ | 8,354 | $ | 2,221 | $ | 2,062 | $ | 2,011 | $ | 1,711 | $ | 200 | $ | 149 | ||||||||||||||
| Ground Lease | 15,655 | 2,022 | 2,028 | 2,030 | 2,033 | 1,533 | 6,009 | |||||||||||||||||||||
| Total Operating Leases | $ | 24,009 | $ | 4,243 | $ | 4,090 | $ | 4,041 | $ | 3,744 | $ | 1,733 | $ | 6,158 | ||||||||||||||
Note 13—Transactions with Related Parties
We lease office space from Two North Riverside Plaza Joint Venture Limited Partnership, an entity affiliated with Samuel Zell, Chairman of our Board of Directors. Payments made in accordance with the lease agreement to this entity amounted to approximately $1.4$1.7 million for each ofboth the years ended December 31, 2017, 20162022 and 2015.2021 and $1.6 million for the year ended December 31, 2020.
F-28
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 14—Equity Incentive Awards
Our 2014 Equity Incentive Plan (the "2014 Plan"“2014 Plan”) was adopted by ourthe 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 commonrestricted 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"“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 are available for grant under the 2014 Plan. As of December 31, 2017, 3,126,698 shares remained available for grant.
Restricted stock and options under the 2014 Plan have a maximum contractual term of ten years from the date of grant and have an exercise price not less than the fair value of the stock on the grant date. Individual grants could have different vesting periods but generally no longer than three and a half years. All restricted stock awards have non-forfeitable rights to dividend payments even if the underlying stock does not entirely vest.
Grants Issued
During the quarter ended June 30, 2022, we awarded a Restricted Stock Grant for 188 shares of common stock at a fair market value of $16,634 to a new membercertain members of our Board of Directors for services as Director rendered for the remainder of 2017. One-third of the51,522 shares of restricted common stock covered by this award will vest on each of April 30, 2018, October 31, 2018, and October 31, 2019.
Stock-based compensation expense, reported in "GeneralGeneral and administrative"administrative expense on the Consolidated Statements of Income and Comprehensive Income, for the years ended December 31, 2017, 20162022, 2021 and 20152020 was approximately $9.4$10.5 million, $9.2$10.9 million and $8.6$11.5 million, respectively.
Restricted Stock
A summary of our restricted stock activity,activities and related information, for the years ended December 31, 2017, 2016, and 2015is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| Balance at December 31, 2019 | 418,742 | $48.32 | |||||||||
| Shares granted | 151,104 | $56.07 | |||||||||
| Shares forfeited/cancelled | — | $— | |||||||||
| Shares vested | (221,055) | $47.74 | |||||||||
| Balance at December 31, 2020 | 348,791 | $53.06 | |||||||||
| Shares granted | 162,955 | $50.42 | |||||||||
| Shares forfeited/cancelled | — | $— | |||||||||
| Shares vested | (196,839) | $60.91 | |||||||||
| Balance at December 31, 2021 | 314,907 | $53.98 | |||||||||
| Shares granted | 130,600 | $77.47 | |||||||||
| Shares forfeited/cancelled | (11,881) | $33.35 | |||||||||
| Shares vested | (167,244) | $48.99 | |||||||||
| Balance at December 31, 2022 | 266,382 | $69.24 | |||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | |||
| Balance at December 31, 2014 | 102,225 | 41.09 | ||
| Shares granted | 158,014 | 54.68 | ||
| Shares vested | (174,739 | ) | 49.17 | |
| Balance at December 31, 2015 | 85,500 | 49.72 | ||
| Shares granted | 133,717 | 68.21 | ||
| Shares vested | (153,610 | ) | 59.85 | |
| Balance at December 31, 2016 | 65,607 | 63.68 | ||
| Shares granted | 130,426 | 76.25 | ||
| Shares forfeited | (990 | ) | 80.54 | |
| Shares vested | (125,271 | ) | 68.79 | |
| Balance at December 31, 2017 | 69,772 | 77.77 | ||
Compensation expense to be recognized subsequent to December 31, 20172022, for Restricted Stock Grants issuedrestricted stock granted during or prior to 20172022 that have not yet vested was approximately $4.4$10.0 million, which is expected to be recognized over a weighted average term of 1.11.75 years.
F-29
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 14—Equity Incentive Awards (continued)
Stock Options
The fair value of each grant isstock options granted was estimated on the grant date using the Black-Scholes-Merton model. The following table includes the assumptions thatmade in the valuation:
| 2022 | 2021 | ||||||||||||||||
| Dividend Yield | 2.1% | 2.1% | |||||||||||||||
| Risk-free interest rate | 2.8% | 1.0% | |||||||||||||||
| Expected Life | 5.6 years | 5.6 years | |||||||||||||||
| Expected Volatility | 26.5% | 26.1% | |||||||||||||||
| Weighted Average Grant Date Fair Value Per Share | $18.40 | $18.04 | |||||||||||||||
There were made and the estimated fair values:
| 2017 | ||||
| Dividend Yield | 2.4 | % | ||
| Risk-free interest rate | 1.9 | % | ||
| Expected Life | 5.5 years | |||
| Expected Volatility | 17.8 | % | ||
| Estimated Grant Date Fair Value of Options | $ | 76,230 | ||
2020. A summary of our stock option activity and related information, for the years ended December 31, 2017, 2016 and 2015is as follows:
| Shares Subject To Options | Weighted Average Exercise Price Per Share | Weighted Average Outstanding Contractual Life (in years) | Average Intrinsic Value (in millions) | ||||||||||||||||||||
| Balance at December 31, 2019 | 41,500 | $40.65 | 7.3 | $1.2 | |||||||||||||||||||
| Options issued | 16,090 | $66.81 | |||||||||||||||||||||
| Balance at December 31, 2020 | 57,590 | $47.96 | 7.2 | $0.9 | |||||||||||||||||||
| Options issued | 16,185 | $68.74 | |||||||||||||||||||||
| Balance at December 31, 2021 | 73,775 | $52.52 | 6.9 | $2.6 | |||||||||||||||||||
| Options issued | 7,210 | $79.72 | |||||||||||||||||||||
| Balance at December 31, 2022 | 80,985 | $54.94 | 6.19 | $1.0 | |||||||||||||||||||
| Exercisable at December 31, 2022 | 71,015 | $52.21 | 5.8 | $1.0 | |||||||||||||||||||
Shares Subject To Options | Weighted Average Exercise Price Per Share | Weighted Average Outstanding Contractual Life (in years) | |||||||
| Balance at December 31, 2014 | 1,085,600 | $ | 21.95 | 2.1 | |||||
| Options exercised | (220,000 | ) | 17.35 | ||||||
| Balance at December 31, 2015 | 865,600 | 23.12 | 1.6 | ||||||
| Options issued | 7,550 | 10.70 | |||||||
| Options exercised | (440,000 | ) | 25.66 | ||||||
| Balance at December 31, 2016 | 433,150 | 21.44 | 1.7 | ||||||
| Options issued | 6,930 | 11.00 | |||||||
| Options exercised | (220,000 | ) | 22.05 | ||||||
| Balance at December 31, 2017 | 220,080 | 18.32 | 1.5 | ||||||
| Exercisable at December 31, 2017 | 212,966 | 20.84 | 1.4 | ||||||
Note 15— Preferred Stock
On February 12, 2016, our7, 2022, the Compensation Committee approved a Long-Term Cash Incentive Plan Award (the "2016 LTIP"“2022 LTIP”) to provide a long-term cash bonus opportunity to certain members of our management. The 20162022 LTIP was approved by the Compensation Committee pursuant to the authority set forth in the Long TermLong-Term Cash Incentive Plan approved by our Board of Directors on May 15, 2007. The total cumulative payment for all participants (the "Eligible Payment"“2022 LTIP Eligible Payment”) is based upon certain performance conditions being met over a three yearthree-year period ending December 31, 2018.2024.
The Compensation Committee has responsibility for administering the 20162022 LTIP and may use its reasonable discretion to adjust the performance criteria or the 2022 LTIP Eligible PaymentsPayment to take into account the impact of any major or unforeseen transaction or event. Our named executive officers are not participants in the 20162022 LTIP. The 2022 LTIP Eligible Payment will be paid, at the discretion of our compensation committee,the Compensation Committee, in cash upon completion of our annual audit for the 20182024 fiscal year and upon satisfaction of the vesting conditions as outlined in the 2016 LTIP, including employer costs, is currently estimated to be approximately $4.7 million.2022 LTIP. For the year ended December 31, 2017 and 2016,2022, we had accrued compensation expense of approximately $1.3 million and $1.9 million, respectively.$3.1 million.
On January 24, 2013, ourFebruary 11, 2019, the Compensation Committee approved a Long-Term Cash Incentive Plan Award (the "2013 LTIP"“2019 LTIP”) to provide a long-term cash bonus opportunity to certain members of our management. SuchThe 2019 LTIP was approved by the Compensation Committee pursuant to the authority set forth in the Long-Term Cash Incentive Plan approved by our Board approvalof Directors on May 15, 2007. The total cumulative payment for all participants (the “2019 LTIP Eligible Payment”) was based upon recommendation of the Committee. As ofcertain performance conditions being met over a three-year period ending December 31, 2015,2021. For the years ended December 31, 2021 and 2020, we had accrued compensation expense of approximately $4.8 million. On February 12, 2016$1.6 million and $1.5 million, respectively. The 2019 LTIP Eligible Payment of $4.4 million was paid during the Compensation Committee approved payments under the 2013 LTIPfirst quarter of approximately $4.8 million2022.
F-30
Equity LifeStyle Properties, Inc.
Notes to the participants, including employer costs.Consolidated Financial Statements
Note 17—16—Savings Plan
We havemaintain a qualified retirement plan with a salary deferral feature designed to qualifyunder which eligible employees may defer compensation for income tax purposes under Section 401401(k) of the Internal Revenue Code (the "401(k) Plan"“401K Plan”), to cover our employees and those of our Subsidiaries, if any.. The 401(k)401K Plan permits our eligible employees and those of any Subsidiary to defer up to 60.0% of their eligible compensation on a pre-tax basis subject to certain maximum amounts.limits. In addition, we will match 100.0% of the participant'stheir contribution up to the first 3.0% and then 50.0% of the next 2.0% for a maximum potential match of 4.0%. Employee'sBoth employee's and our matching contributions will vest immediately.
Our contribution to the 401(k)401K Plan was approximately $1.5$2.4 million, $1.4$2.0 million and $1.3$2.9 million for the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively.
Note 18—17—Commitments and Contingencies
The Operating Partnership operated and managed Westwinds, a 720 site mobilehome community, and Nicholson Plaza, an adjacent shopping center, both located in San Jose, California pursuant to ground leases that expired on August 31, 2022 and did not contain extension options. The master lessor of these ground leases, The Nicholson Family Partnership (together with its predecessor in interest, the “Nicholsons”), expressed a desire to redevelop Westwinds, and in a written communication, they claimed that we were obligated to deliver the property free and clear of any and all subtenancies upon the expiration of the ground leases on August 31, 2022. In connection with any redevelopment, the City of San Jose’s conversion ordinance requires, among other things, that the landowner provide relocation, rental and purchase assistance to the impacted residents.
We believe the Nicholsons’ demand to be unlawful, and on December 30, 2019, the Operating Partnership, together with certain interested parties, filed a complaint in California Superior Court for Santa Clara County, seeking declaratory relief pursuant to which it requested that the Court determine, among other things, that the Operating Partnership had no obligation to deliver the property free and clear of the mobilehome residents upon the expiration of the ground leases. The Operating Partnership and the interested parties filed an amended complaint on January 29, 2020. The Nicholsons filed a demand for arbitration on January 28, 2020, which they subsequently amended, seeking (i) a declaration that the Operating Partnership, as the “owner and manager” of Westwinds, was “required by the Ground Leases, and State and local law to deliver the Property free of any encumbrances or third-party claims at the expiration of the lease terms,” (ii) that the Operating Partnership anticipatorily breached the ground leases by publicly repudiating any such obligation and (iii) that the Operating Partnership was required to indemnify the Nicholsons with respect to the claims brought by the interested parties in the Superior Court proceeding.
On February 3, 2020, the Nicholsons filed a motion in California Superior Court to compel arbitration and to stay the Superior Court litigation, which motion was heard on June 25, 2020. On July 29, 2020, the Superior Court issued a final order denying the Nicholsons' motion to compel arbitration. The Nicholsons filed a notice of appeal on August 7, 2020, which appeal was heard on February 1, 2022. On February 4, 2022, the California Court of Appeal affirmed the Superior Court’s order denying the Nicholsons' motion to compel arbitration. On February 22, 2022, the Nicholsons filed a petition for rehearing, which the Court of Appeal denied on March 2, 2022. On March 16, 2022, the Nicholsons filed a petition for review with the California Supreme Court, which the California Supreme Court denied on April 20, 2022. On May 18, 2022, the Nicholsons filed a cross complaint alleging that the Operating Partnership was obligated to deliver Westwinds free and clear of encumbrances and in good condition and repair. The cross complaint asserted that it was no longer feasible for the Operating Partnership to cure its alleged breaches given that the ground leases terminated as of August 31, 2022. The Nicholsons filed a demurrer to our complaint which was denied by the Superior Court.
F-31
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 19—17—Commitments and Contingencies (continued)
On July 19, 2022, the Nicholsons sent two notices of default to the Operating Partnership, one related to Westwinds and the other related to Nicholson Plaza, the adjacent shopping center. The notices generally assert that the Operating Partnership failed to maintain or repair certain infrastructure and improvements at Westwinds and Nicholson Plaza. The Operating Partnership disputes the contention that it did not maintain Westwinds and Nicholson Plaza in compliance with the terms of the applicable ground leases.
The arbitration that was previously stayed pursuant to an agreement between the Operating Partnership and the Nicholsons was set for a hearing on October 31, 2022 with respect to the Nicholsons’ claim that the Operating Partnership was required to indemnify the Nicholsons with respect to the claims brought by the interested parties in the Superior Court proceeding and a claim by the Operating Partnership for recovery of fees incurred in connection with the Nicholsons’ failed motion to compel arbitration.
On October 6, 2022, the parties to the Superior Court proceeding as well as the arbitration entered into a binding agreement which was subsequently documented and implemented, pursuant to which, among other things, all claims pending in the Superior Court and in the arbitration were dismissed with prejudice; however, the Nicholsons reserved their rights to pursue their claim that the Operating Partnership failed to maintain or repair certain infrastructure and improvements at Westwinds and Nicholson Plaza. To the extent the Nicholsons pursue such claim, we intend to vigorously defend our interests. The settlement agreement did not have a material impact to our Consolidated Financial Statements.
F-32
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 18—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 ("CODM"(“CODM”). The CODM evaluates and assesses performance on a monthly basis. Segment operating performance is measured on Net Operating Income ("NOI"(“NOI”). NOI is defined as total operating revenues less total operating expenses. Segments are assessed before interest income and depreciation and amortization of in-place leases.amortization.
We have identified two reportable segments: (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 total 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 three years ended December 31, 2017, 20162022, 2021 and 2015. 2020.
The following tables summarize our segment financial information (amounts in thousands):for the years ended December 31, 2022, 2021 and 2020:
| Year Ended December 31, 2022 | |||||||||||||||||
| (amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||||||||
| Operations revenues | $ | 1,291,467 | $ | 139,630 | $ | 1,431,097 | |||||||||||
| Operations expenses | (656,839) | (121,196) | (778,035) | ||||||||||||||
| Income from segment operations | 634,628 | 18,434 | 653,062 | ||||||||||||||
| Interest income | 5,722 | 1,701 | 7,423 | ||||||||||||||
| Depreciation and amortization | (192,302) | (10,060) | (202,362) | ||||||||||||||
| Income (loss) from operations | $ | 448,048 | $ | 10,075 | $ | 458,123 | |||||||||||
| Reconciliation to consolidated net income: | |||||||||||||||||
| Corporate interest income | 7 | ||||||||||||||||
| Income from other investments, net | 8,553 | ||||||||||||||||
| General and administrative | (44,857) | ||||||||||||||||
| Other expenses | (8,646) | ||||||||||||||||
| Interest and related amortization | (116,562) | ||||||||||||||||
| Equity in income of unconsolidated joint ventures | 3,363 | ||||||||||||||||
| Early debt retirement | (1,156) | ||||||||||||||||
| Consolidated net income | $ | 298,825 | |||||||||||||||
| Total assets | $ | 5,228,575 | $ | 263,944 | $ | 5,492,519 | |||||||||||
Capital improvements (1) | $ | 227,172 | $ | 22,105 | $ | 249,277 | |||||||||||
_____________________
(1)Amounts are restated See Item 8. Financial Statements and Supplementary Data—Note 3, Restatement of Previously Issued Consolidated Financial Statements for more information.
F-33
| Year Ended December 31, 2017 | |||||||||||
Property Operations | Home Sales and Rentals Operations | Consolidated | |||||||||
| Operations revenues | $ | 859,582 | $ | 52,355 | $ | 911,937 | |||||
| Operations expenses | (411,465 | ) | (47,309 | ) | (458,774 | ) | |||||
| Income from segment operations | 448,117 | 5,046 | 453,163 | ||||||||
| Interest income | 3,048 | 4,192 | 7,240 | ||||||||
| Depreciation on real estate assets and rental homes | (110,841 | ) | (10,614 | ) | (121,455 | ) | |||||
| Amortization of in-place leases | (2,231 | ) | — | (2,231 | ) | ||||||
| Income (loss) from operations | $ | 338,093 | $ | (1,376 | ) | 336,717 | |||||
| Reconciliation to Consolidated net income | |||||||||||
| Corporate interest income | 340 | ||||||||||
| Income from other investments, net | 5,795 | ||||||||||
| General and administrative | (31,737 | ) | |||||||||
| Early debt retirement | (2,785 | ) | |||||||||
Other expenses, including property rights initiatives | (1,148 | ) | |||||||||
| Interest and related amortization | (100,570 | ) | |||||||||
| Equity in income of unconsolidated joint ventures | 3,765 | ||||||||||
| Consolidated net income | $ | 210,377 | |||||||||
| Total assets | $ | 3,386,084 | $ | 223,948 | $ | 3,610,032 | |||||
| Capital improvements | $ | 76,112 | $ | 49,938 | $ | 126,050 | |||||
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 19—18—Reportable Segments (continued)
| Year Ended December 31, 2021 | |||||||||||||||||
| (amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||||||||
| Operations revenues | $ | 1,187,535 | $ | 117,297 | $ | 1,304,832 | |||||||||||
| Operations expenses | (594,503) | (105,959) | (700,462) | ||||||||||||||
| Income from segment operations | 593,032 | 11,338 | 604,370 | ||||||||||||||
| Interest income | 5,068 | 1,918 | 6,986 | ||||||||||||||
| Depreciation and amortization | (177,897) | (10,547) | (188,444) | ||||||||||||||
| Loss on sale of real estate, net | (59) | — | (59) | ||||||||||||||
| Income (loss) from operations | $ | 420,144 | $ | 2,709 | $ | 422,853 | |||||||||||
| Reconciliation to consolidated net income: | |||||||||||||||||
| Corporate interest income | 30 | ||||||||||||||||
| Income from other investments, net | 4,555 | ||||||||||||||||
| General and administrative | (39,576) | ||||||||||||||||
| Other expenses | (4,241) | ||||||||||||||||
| Interest and related amortization | (108,718) | ||||||||||||||||
| Equity in income of unconsolidated joint ventures | 3,881 | ||||||||||||||||
| Early debt retirement | (2,784) | ||||||||||||||||
| Consolidated net income | $ | 276,000 | |||||||||||||||
| Total assets | $ | 5,056,991 | $ | 250,880 | $ | 5,307,871 | |||||||||||
Capital improvements (1) | $ | 193,895 | $ | 10,370 | $ | 204,265 | |||||||||||
_____________________
(1)Amounts are restated See Item 8. Financial Statements and Supplementary Data—Note 3, Restatement of Previously Issued Consolidated Financial Statements for more information.
| Year Ended December 31, 2020 | |||||||||||||||||
| (amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||||||||
| Operations revenues | $ | 1,044,098 | $ | 63,525 | $ | 1,107,623 | |||||||||||
| Operations expenses | (515,002) | (57,253) | (572,255) | ||||||||||||||
| Income from segment operations | 529,096 | 6,272 | 535,368 | ||||||||||||||
| Interest income | 4,385 | 2,754 | 7,139 | ||||||||||||||
| Depreciation and amortization | (144,235) | (10,896) | (155,131) | ||||||||||||||
| Income (loss) from operations | $ | 389,246 | $ | (1,870) | $ | 387,376 | |||||||||||
| Reconciliation to consolidated net income: | |||||||||||||||||
| Corporate interest income | 15 | ||||||||||||||||
| Income from other investments, net | 4,026 | ||||||||||||||||
| General and administrative | (39,276) | ||||||||||||||||
| Other expenses | (2,567) | ||||||||||||||||
| Interest and related amortization | (102,771) | ||||||||||||||||
| Equity in income of unconsolidated joint ventures | 5,399 | ||||||||||||||||
| Early debt retirement | (10,786) | ||||||||||||||||
| Consolidated net income | $ | 241,416 | |||||||||||||||
| Total assets | $ | 4,160,216 | $ | 258,753 | $ | 4,418,969 | |||||||||||
Capital Improvements (1) | $ | 157,467 | $ | 10,490 | $ | 167,957 | |||||||||||
| Year Ended December 31, 2016 | |||||||||||
Property Operations | Home Sales and Rentals Operations | Consolidated | |||||||||
| Operations revenues | $ | 803,784 | $ | 52,496 | $ | 856,280 | |||||
| Operations expenses | (379,201 | ) | (47,914 | ) | (427,115 | ) | |||||
| Income from segment operations | 424,583 | 4,582 | 429,165 | ||||||||
| Interest income | 2,894 | 3,888 | 6,782 | ||||||||
| Depreciation on real estate assets and rental homes | (106,560 | ) | (10,840 | ) | (117,400 | ) | |||||
| Amortization of in-place leases | (3,373 | ) | — | (3,373 | ) | ||||||
| Income (loss) from operations | $ | 317,544 | $ | (2,370 | ) | 315,174 | |||||
| Reconciliation to Consolidated net income | |||||||||||
| Corporate interest income | 63 | ||||||||||
| Income from other investments, net | 7,310 | ||||||||||
| General and administrative | (31,004 | ) | |||||||||
| Other expenses, including property rights initiatives | (4,986 | ) | |||||||||
| Interest and related amortization | (102,030 | ) | |||||||||
| Equity in income of unconsolidated joint ventures | 2,605 | ||||||||||
| Consolidated net income | $ | 187,132 | |||||||||
| Total assets | $ | 3,250,205 | $ | 228,782 | $ | 3,478,987 | |||||
| Capital improvements | $ | 57,825 | $ | 61,612 | $ | 119,437 | |||||
(1)Amounts are restated See Item 8. Financial Statements and Supplementary Data—Note 3, Restatement of Previously Issued Consolidated Financial Statements for more information.
F-34
| Year Ended December 31, 2015 | |||||||||||
Property Operations | Home Sales and Rentals Operations | Consolidated | |||||||||
| Operations revenues | $ | 758,834 | $ | 48,431 | $ | 807,265 | |||||
| Operations expenses | (360,353 | ) | (42,637 | ) | (402,990 | ) | |||||
| Income from segment operations | 398,481 | 5,794 | 404,275 | ||||||||
| Interest income | 2,813 | 4,119 | 6,932 | ||||||||
| Depreciation on real estate assets and rental homes | (102,747 | ) | (10,862 | ) | (113,609 | ) | |||||
| Amortization of in-place leases | (2,358 | ) | — | (2,358 | ) | ||||||
| Income from operations | $ | 296,189 | $ | (949 | ) | 295,240 | |||||
| Reconciliation to Consolidated net income | |||||||||||
| Corporate interest income | 98 | ||||||||||
| Income from other investments, net | 7,359 | ||||||||||
| General and administrative | (30,644 | ) | |||||||||
| Other expenses, including property rights initiatives | (2,986 | ) | |||||||||
| Early debt retirement | (16,913 | ) | |||||||||
| Interest and related amortization | (105,731 | ) | |||||||||
| Equity in income of unconsolidated joint ventures | 4,089 | ||||||||||
| Consolidated net income | $ | 150,512 | |||||||||
| Total assets | $ | 3,158,559 | $ | 241,841 | $ | 3,400,400 | |||||
| Capital improvements | $ | 51,369 | $ | 42,430 | $ | 93,799 | |||||
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 19—18—Reportable Segments (continued)
The following table summarizes our financial information for the Property Operations segment for the years ended December 31, 2017, 2016,2022, 2021 and 2015 (amounts2020:
| Years Ended December 31, | |||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | 2020 | ||||||||||||||
| Revenues: | |||||||||||||||||
| Rental income | $ | 1,103,357 | $ | 1,015,879 | $ | 907,305 | |||||||||||
| Annual membership subscriptions | 63,215 | 58,251 | 53,085 | ||||||||||||||
Membership upgrade sales (1) | 12,958 | 11,191 | 9,677 | ||||||||||||||
| Other income | 56,144 | 50,298 | 46,008 | ||||||||||||||
| Gross revenues from ancillary services | 55,793 | 51,916 | 28,023 | ||||||||||||||
| Total property operations revenues | 1,291,467 | 1,187,535 | 1,044,098 | ||||||||||||||
| Expenses: | |||||||||||||||||
| Property operating and maintenance | 437,764 | 393,256 | 348,394 | ||||||||||||||
| Real estate taxes | 74,145 | 72,671 | 66,120 | ||||||||||||||
Membership sales and marketing (1) | 20,317 | 18,668 | 15,672 | ||||||||||||||
| Cost of ancillary services | 28,969 | 25,529 | 12,920 | ||||||||||||||
| Ancillary operating expenses | 21,561 | 18,400 | 13,929 | ||||||||||||||
| Property management | 74,083 | 65,979 | 57,967 | ||||||||||||||
| Total property operations expenses | 656,839 | 594,503 | 515,002 | ||||||||||||||
| Income from property operations segment | $ | 634,628 | $ | 593,032 | $ | 529,096 | |||||||||||
_____________________
(1)Beginning with the quarter ended June 30, 2023, we present membership upgrade sales and related commissions on a net basis in thousands):the Consolidated Statements of Income and Comprehensive Income.
| Years Ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| Revenues: | ||||||||||||
| Community base rental income | $ | 489,613 | $ | 464,745 | $ | 442,046 | ||||||
| Resort base rental income | 218,806 | 201,533 | 184,760 | |||||||||
| Right-to-use annual payments | 45,798 | 45,035 | 44,443 | |||||||||
| Right-to-use contracts current period, gross | 14,132 | 12,327 | 12,783 | |||||||||
| Right-to-use contract upfront payments, deferred, net | (4,108 | ) | (3,079 | ) | (4,231 | ) | ||||||
| Utility income and other | 93,252 | 81,427 | 76,153 | |||||||||
| Ancillary services revenues, net | 2,089 | 1,796 | 2,880 | |||||||||
| Total property operations revenues | 859,582 | 803,784 | 758,834 | |||||||||
| Expenses: | ||||||||||||
| Property operating and maintenance | 294,119 | 268,249 | 254,668 | |||||||||
| Real estate taxes | 55,010 | 53,036 | 50,962 | |||||||||
| Sales and marketing, gross | 11,438 | 11,056 | 11,751 | |||||||||
| Right-to-use contract commissions, deferred, net | (354 | ) | (223 | ) | (1,556 | ) | ||||||
| Property management | 51,252 | 47,083 | 44,528 | |||||||||
| Total property operations expenses | 411,465 | 379,201 | 360,353 | |||||||||
| Income from property operations segment | $ | 448,117 | $ | 424,583 | $ | 398,481 | ||||||
The following table summarizes our financial information for the Home Sales and Rentals Operations segment specific to continuing operations, for the years ended December 31, 2017, 20162022, 2021 and 2015 (amounts in thousands):2020:
| Years Ended December 31, | |||||||||||||||||
| (amounts in thousands) | 2022 | 2021 | 2020 | ||||||||||||||
| Revenues: | |||||||||||||||||
Rental income (1) | $ | 15,244 | $ | 16,696 | $ | 16,438 | |||||||||||
| Gross revenue from home sales and brokered resales | 124,386 | 100,601 | 47,087 | ||||||||||||||
| Total revenues | 139,630 | 117,297 | 63,525 | ||||||||||||||
| Expenses: | |||||||||||||||||
| Cost of home sales and brokered resales | 110,043 | 95,094 | 46,735 | ||||||||||||||
| Home selling expenses | 5,760 | 5,138 | 4,572 | ||||||||||||||
| Rental home operating and maintenance | 5,393 | 5,727 | 5,946 | ||||||||||||||
| Total expenses | 121,196 | 105,959 | 57,253 | ||||||||||||||
| Income from home sales and rentals operations segment | $ | 18,434 | $ | 11,338 | $ | 6,272 | |||||||||||
_____________________
(1) Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations.