EQUITY LIFESTYLE PROPERTIES INC
10-Ks and 10-Qs
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Table of Contents
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the Fiscal Year Ended December 31, 2009 | ||
|
or
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||
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
Commission File
Number: 1-11718
EQUITY LIFESTYLE PROPERTIES,
INC.
(Exact name of registrant as
specified in its charter)
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Maryland
(State or Other Jurisdiction of Incorporation or Organization) |
36-3857664
(I.R.S. Employer Identification No.) |
|
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Two North Riverside Plaza, Suite 800,
Chicago, Illinois (Address of Principal Executive Offices) |
60606
(Zip Code) |
(Registrant’s telephone number, including area code)
(312) 279-1400
Securities registered pursuant to Section 12(b) of the
Act:
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(Title of Class)
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(Name of Exchange on Which Registered)
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Common Stock, $.01 Par Value
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
þ
No
o
Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
o
No
þ
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes
þ
No
o
Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes
o
No
o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
(§ 229.405) is not contained herein, and will not be
contained, to the best of the Registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this
Form 10-K
or any amendment to this
Form 10-K.
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act. (Check one):
|
Large accelerated
filer
þ
|
Accelerated filer o |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the Registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes
o
No
þ
The aggregate market value of voting stock held by
non-affiliates was approximately $1,019.6 million as of
June 30, 2009 based upon the closing price of $37.18 on
such date using beneficial ownership of stock rules adopted
pursuant to Section 13 of the Securities Exchange Act of
1934 to exclude voting stock owned by Directors and Officers,
some of whom may not be held to be affiliates upon judicial
determination.
At February 23, 2010, 30,349,089 shares of the
Registrant’s common stock were outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE:
Part III incorporates by reference portions of the
Registrant’s Proxy Statement relating to the Annual Meeting
of Stockholders to be held on May 11, 2010.
Equity
LifeStyle Properties, Inc.
TABLE OF
CONTENTS
2
Table of Contents
| Item 1. | Business |
Equity
LifeStyle Properties, Inc.
General
Equity LifeStyle Properties, Inc., a Maryland corporation,
together with MHC Operating Limited Partnership (the
“Operating Partnership”) and other consolidated
subsidiaries (“Subsidiaries”), are referred to herein
as the “Company,” “ELS,” “we,”
“us,” and “our.” ELS has elected to be taxed
as a real estate investment trust (“REIT”), for
U.S. federal income tax purposes commencing with its
taxable year ended December 31, 1993.
The Company is a fully integrated owner and operator of
lifestyle-oriented properties (“Properties”). The
Company leases individual developed areas (“sites”)
with access to utilities for placement of factory built homes,
cottages, cabins or recreational vehicles (“RVs”).
Customers may lease individual sites or enter into right-to-use
contracts providing the customer access to specific Properties
for limited stays. The Company was 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. As of December 31, 2009, we owned or
had an ownership interest in a portfolio of 304 Properties
located throughout the United States and Canada consisting of
110,575 residential sites. These Properties are located in
27 states and British Columbia (with the number of
Properties in each state or province shown parenthetically) as
follows: Florida (86), California (48), Arizona (35), Texas
(15), Pennsylvania (12), Washington (14), Colorado (10), Oregon
(9), North Carolina (8), Delaware (7), New York (6), Nevada (6),
Virginia (6), Indiana (5), Maine (5), Wisconsin (5), Illinois
(4), Massachusetts (3), Michigan (3), New Jersey (3), South
Carolina (3), New Hampshire (2), Ohio (2), Tennessee (2), Utah
(2), Alabama (1), Kentucky (1), and British Columbia (1).
Properties are designed and improved for several home options of
various sizes and designs that are produced off-site, installed
and set on designated sites (“Site Set”) within the
Properties. These homes can range from 400 to over
2,000 square feet. The smallest of these are referred to as
“Resort Cottages.” Properties may also have sites that
can accommodate a variety of RVs. Properties generally contain
centralized entrances, internal road systems and designated
sites. In addition, Properties often provide a clubhouse for
social activities and recreation and other amenities, which may
include restaurants, swimming pools, golf courses, lawn bowling,
shuffleboard courts, tennis courts, laundry facilities and cable
television service. In some cases, utilities are provided or
arranged for by us; otherwise, the customer contracts for the
utility directly. Some Properties provide water and sewer
service through municipal or regulated utilities, while others
provide these services to customers from
on-site
facilities. Properties generally are designed to attract
retirees, empty-nesters, vacationers and second home owners;
however, certain of our Properties focus on affordable housing
for families. We focus on owning properties in or near large
metropolitan markets and retirement and vacation destinations.
Employees
and Organizational Structure
We have approximately 3,200 full-time, part-time and
seasonal employees dedicated to carrying out our operating
philosophy and strategies of value enhancement and service to
our customers. The operations of each Property are coordinated
by an
on-site
team
of employees that typically includes a manager, clerical staff
and maintenance workers, each of whom works to provide
maintenance and care of the Properties. Direct supervision of
on-site
management is the responsibility of our regional vice presidents
and regional and district managers. These individuals have
significant experience in addressing the needs of customers and
in finding or creating innovative approaches to maximize value
and increase cash flow from property operations. Complementing
this field management staff are approximately 138 full-time
corporate employees who assist
on-site
and
regional management in all property functions.
3
Table of Contents
Formation
of the Company
The operations of the Company are conducted primarily through
the Operating Partnership. The Company contributed the proceeds
from its initial public offering in 1993 and subsequent
offerings to the Operating Partnership for a general partnership
interest. In 2004, the general partnership interest was
contributed to MHC Trust, a private REIT subsidiary owned by the
Company. The financial results of the Operating Partnership and
the Subsidiaries are consolidated in the Company’s
consolidated financial statements. In addition, since certain
activities, if performed by the Company, may not be qualifying
REIT activities under the Internal Revenue Code of 1986, as
amended (the “Code”), the Company has formed taxable
REIT subsidiaries, as defined in the Code, to engage in such
activities.
Realty Systems, Inc. (“RSI”) is a wholly owned taxable
REIT subsidiary of the Company that is engaged in the business
of purchasing and selling or leasing Site Set homes that are
located in Properties owned and managed by the Company. RSI also
provides brokerage services to residents at such Properties for
those residents who move 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. Subsidiaries of RSI also operate ancillary activities at
certain Properties consisting of operations such as golf
courses, pro shops, stores and restaurants. Several Properties
are also wholly owned by taxable REIT subsidiaries of the
Company.
Business
Objectives and Operating Strategies
Our strategy seeks to maximize both current income and long-term
growth in income. We focus on properties that have strong cash
flow and we expect to hold such properties for long-term
investment and capital appreciation. In determining cash flow
potential, we evaluate our ability to attract and retain high
quality customers in our Properties who take pride in the
Property and in their home. These business objectives and their
implementation are determined by our Board of Directors and may
be changed at any time. Our investment, operating and financing
approach includes:
| • | Providing consistently 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 controlling expenses, increasing occupancy and maintaining competitive market rents; | |
| • | Increasing income and property values by continuing the strategic expansion and, where appropriate, renovation of the Properties; | |
| • | Utilizing management information systems to evaluate potential acquisitions, identify and track competing properties and monitor customer satisfaction; | |
| • | Selectively acquiring properties that have potential for long-term cash flow growth and to create property concentrations in and around major metropolitan areas and retirement or vacation destinations to capitalize on operating synergies and incremental efficiencies; and | |
| • | Managing our debt balances such that we maintain financial flexibility, minimize exposure to interest rate fluctuations, and maintain an appropriate degree of leverage to maximize return on capital. |
Our strategy is to own and operate the highest quality
properties in sought-after locations near urban areas,
retirement and vacation destinations across the United States.
We focus on creating an attractive residential environment by
providing a well-maintained, comfortable Property with a variety
of recreational and social activities and superior amenities as
well as offering a multitude of lifestyle housing choices. In
addition, we regularly conduct evaluations of the cost of
housing in the marketplaces in which our Properties are located
and survey rental rates of competing properties. From time to
time we also conduct satisfaction surveys of our customers to
determine the factors they consider most important in choosing a
property. We improve site utilization and efficiency by tracking
types of customers and usage patterns and marketing to those
specific customer groups.
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Table of Contents
Acquisitions
and Dispositions
Over the last decade our portfolio of Properties has grown
significantly from owning or having an interest in 157
Properties with over 53,000 sites to owning or having an
interest in 304 Properties with over 110,000 sites. We
continually review the Properties in our portfolio to ensure
that they fit our business objectives. Over the last five years
we sold 16 Properties, and we redeployed capital to markets we
believe have greater long-term potential. In that same time
period we acquired 46 Properties located in high growth areas
such as Florida, Arizona and California.
We believe that opportunities for property acquisitions are
still available. Increasing acceptability of and demand for a
lifestyle that includes Site Set homes and RVs as well as
continued constraints on development of new properties continue
to add to their attractiveness as an investment. We 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 substantial capital
resources. We are actively seeking to acquire additional
properties and are engaged in various stages of negotiations
relating to the possible acquisition of a number of properties.
We anticipate that new acquisitions will generally be located in
the United States, although we may consider other geographic
locations provided they meet our acquisition criteria. We
utilize market information systems to identify and evaluate
acquisition opportunities, including a market database to review
the primary economic indicators of the various locations in
which we expect to expand our operations. Acquisitions will be
financed from the most appropriate sources of capital, which may
include undistributed funds from operations, issuance of
additional equity securities, sales of investments,
collateralized and uncollateralized borrowings and issuance of
debt securities. In addition, the Company may acquire properties
in transactions that include the issuance of limited partnership
interests in the Operating Partnership (“Units”) as
consideration for the acquired properties. We believe that an
ownership structure that includes the Operating Partnership 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 such factors
as:
| • | The replacement cost of the property including land values, entitlements and zoning; | |
| • | The geographic area and type of the property; | |
| • | The location, construction quality, condition and design of the property; | |
| • | The current and projected cash flow of the property and the ability to increase cash flow; | |
| • | The potential for capital appreciation of the property; | |
| • | The terms of tenant leases or usage rights, including the potential for rent increases; | |
| • | The potential for economic growth and the tax and regulatory environment of the community in which the property is located; | |
| • | The potential for expansion of the physical layout of the property and the number of sites; | |
| • | The occupancy and demand by customers for properties of a similar type in the vicinity and the customers’ profile; | |
| • | The prospects for liquidity through sale, financing or refinancing of the property; and | |
| • | The competition from existing properties and the potential for the construction of new properties in the area. |
When evaluating potential dispositions, we consider such factors
as:
| • | The ability to sell the Property at a price that we believe will provide an appropriate return for our stockholders; | |
| • | Our desire to exit certain non-core markets and recycle the capital into core markets; and | |
| • | Whether the Property meets our current investment criteria. |
5
Table of Contents
When investing capital we consider all potential uses of the
capital including returning capital to our stockholders. Our
Board of Directors continues to review the conditions under
which we will repurchase our stock. These conditions include,
but are not limited to, market price, balance sheet flexibility,
other opportunities and capital requirements.
Property
Expansions
Several of our Properties have available land for expanding the
number of sites available to be utilized by our customers.
Development of these sites (“Expansion Sites”) is
evaluated based on the following: local market conditions;
ability to subdivide; accessibility through the Property or
externally; infrastructure needs including utility needs and
access as well as additional common area amenities; zoning and
entitlement; costs; topography; and ability to market new sites.
When justified, development of Expansion Sites allows us to
leverage existing facilities and amenities to increase the
income generated from the Properties. Where appropriate,
facilities and amenities may be upgraded or added to certain
Properties to make those Properties more attractive in their
markets. Our acquisition philosophy has included the desire to
own Properties with potential Expansion Site development.
Approximately 83 of our Properties have expansion potential,
with approximately 5,600 acres available for expansion.
Leases or
Usage Rights
At our Properties, a typical lease entered into between the
owner of a home and the Company for the rental of a site is for
a month-to-month or year-to-year term, renewable upon the
consent of both parties or, in some instances, as provided by
statute. These leases are cancelable, depending on applicable
law, for non-payment of rent, violation of Property rules and
regulations or other specified defaults. Non-cancelable
long-term leases, with remaining terms ranging up to ten years,
are in effect at certain sites within 31 of the Properties. Some
of these leases are subject to rental rate increases based on
the Consumer Price Index (“CPI”), in some instances
taking into consideration certain floors and ceilings and
allowing for pass-throughs of certain items such as real estate
taxes, utility expenses and capital expenditures. Generally,
market rate adjustments are made on an annual basis. At
Properties zoned for RV use, long-term customers typically enter
into rental agreements and many typically prepay for their stay.
Many resort customers will also leave deposits to reserve a site
for the following year. Generally these customers cannot live
full time on the Property. At resort Properties designated for
use by customers who have purchased a right-to-use or membership
contract, the contract generally grants the customer access to
designated Properties on a continuous basis of up to
14 days. The customer typically makes a nonrefundable
upfront payment and annual dues payments are required to renew
the contract. The contracts provide for an annual dues increase
generally based on increases in the CPI. Approximately 31% of
the current customers are not subject to annual dues increases
because their dues were frozen in accordance with the terms of
their contract, generally because the customer is over
61 years old or disabled.
Regulations
and Insurance
General.
Our Properties are subject to various
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, to our customers, 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.
Rent Control Legislation.
At certain of our
Properties, state and local rent control laws, principally in
California, limit our ability to increase rents and to recover
increases in operating expenses and the costs of capital
improvements. Enactment of such laws has been considered from
time to time 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-limiting legislation exists or may be enacted.
For example, Florida has enacted a law that generally provides
that rental increases must be reasonable. Also, certain
jurisdictions in California in which we own Properties limit
rent increases to changes in the CPI or some percentage thereof.
As part of our effort to realize the value of our Properties
subject to restrictive regulation, we have initiated lawsuits
against several municipalities imposing such regulation in an
attempt to balance the interests of our stockholders
6
Table of Contents
with the interests of our customers (see Item 3.
“Legal Proceedings”). Further, at certain of our
Properties primarily used as membership campgrounds, some state
statutes limit our ability to close the Property unless we make
a reasonable substitute property available for the members’
use. 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 the Company to
register with a state agency and obtain a permit to market (see
Item 1A. “Risk Factors”).
Insurance.
The Properties are covered against
fire, flood, property damage, earthquake, windstorm and business
interruption by insurance policies containing various deductible
requirements and coverage limits. Recoverable costs are
classified in other assets as incurred. Insurance proceeds are
applied against the asset when received. Recoverable costs
relating to capital items are treated in accordance with the
Company’s capitalization policy. The book value of the
original capital item is written off once the value of the
impaired asset has been determined. Insurance proceeds relating
to capital costs are recorded as income in the period they are
received.
Our current property and casualty insurance policies, which we
plan to renew, expire on March 31, 2010. We have a
$100 million loss limit with respect to our all-risk
property insurance program including Named Windstorm and a
$25 million loss limit for California Earthquake. Policy
deductibles primarily range from $100,000 to 5% of insurable
values specifically for Named Windstorm, Named Storm Flood and
California Earthquake. Losses in a
100-year
Flood zone are subject to varying deductibles with a maximum
exposure of $500,000. A deductible indicates ELS’ maximum
exposure, subject to policy sub-limits, in the event of a loss.
INDUSTRY
We believe that modern properties similar to ours provide an
opportunity for increased cash flows and appreciation in value.
These may be achieved through increases in occupancy rates and
rents, as well as expense controls, expansion of existing
Properties and opportunistic acquisitions, for the following
reasons:
| • | Barriers to Entry: We believe that the supply of new properties in locations targeted by the Company will be constrained due to barriers to entry. The most significant barrier has been the difficulty of securing zoning from local authorities. This has been the result of (i) the public’s historically poor perception of manufactured housing, and (ii) the fact that properties generate less tax revenue because the homes are treated as personal property (a benefit to the homeowner) rather than real property. Another factor that creates substantial barriers to entry is the length of time between investment in a property’s development and the attainment of stabilized occupancy and the generation of revenues. The initial development of the infrastructure may take up to two or three years. Once a property is ready for occupancy, it may be difficult to attract customers to an empty property. Substantial occupancy levels may take several years to achieve. | |
| • | Industry Consolidation: According to various industry reports, there are approximately 50,000 manufactured home properties and approximately 8,500 RV properties (excluding government owned properties) in North America. Most of these properties are not operated by large owner/operators and of the RV properties approximately 1,200 contain 200 sites 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. | |
| • | 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) since moving a Site Set home from one property to another involves substantial cost and effort, customers often sell their home in-place (similar to site-built residential housing) with no interruption of rental payments to us. | |
| • | Lifestyle Choice: According to the Recreational Vehicle Industry Association, nearly 1 in 10 U.S. vehicle-owning households owns an RV and there are eight million current RV owners. The 78 million people born from 1946 to 1964 or “baby boomers” make up the fastest growing segment of this market. Every |
7
Table of Contents
| day 11,000 Americans turn 50 according to U.S. Census figures. We believe that this population segment, seeking an active lifestyle, will provide opportunities for future cash flow growth for the Company. Current RV owners, once finished with the more active RV lifestyle, will often seek more permanent retirement or vacation establishments. The Site Set housing choice has become an increasingly popular housing alternative for retirement, second-home, and “empty-nest” living. According to U.S. Census figures, the baby-boom generation will constitute almost 16% of the U.S. population within the next 20 years. Among those individuals who are nearing retirement (age 46 to 64), approximately 33% plan on moving upon retirement. |
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.
| • | Construction Quality: Since 1976, all factory built housing has been required to meet stringent federal standards, resulting in significant increases in quality. The Department of Housing and Urban Development’s (“HUD”) standards for Site Set housing construction quality are the only federally regulated standards governing housing quality of any type in the United States. Site Set homes produced since 1976 have received a “red and silver” government seal certifying that they were built in compliance with the federal code. The code regulates Site Set 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 addition, although Resort Cottages do not come under the same regulation, many of the manufacturers of Site Set homes also produce Resort Cottages with many of the same quality standards. | |
| • | Comparability to Site-Built Homes: The Site Set housing industry has experienced a trend towards multi-section homes. Many modern Site Set homes are longer (up to 80 feet, compared to 50 feet in the 1960’s) and wider than earlier models. 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. | |
| • | Second Home Demographics: According to 2009 National Association of Realtors (“NAR”) reports, sales of second homes in 2008 accounted for 30% of residential transactions, or 1.63 million second-home sales in 2008. There were approximately 8.1 million vacation homes in 2008. The typical vacation-home buyer is 46 years old and earned $97,200 in 2008. According to 2008 NAR reports, approximately 57% of vacation home-owners prefer to be near an ocean, river or lake; 38% close to boating activities; 32% close to hunting or fishing activities; and 17% close to winter recreations. In looking ahead, NAR believes that baby boomers are still in their peak earning years, and the leading edge of their generation is approaching retirement. As they continue to have the financial wherewithal to purchase second homes as a vacation property, investment opportunity, or perhaps as a retirement retreat, those baby boomers will continue to drive the market for second-homes. We believe it is likely that over the next decade we will continue to see historically high levels of second home sales and resort homes and cottages in our Properties will also continue to provide a viable second home alternative to site-built homes. |
Notwithstanding our belief that the industry information
highlighted above provides the Company 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, shipments of new manufactured homes have been declining since 2005. Shipments of new manufactured homes for the first eleven months in 2009 decreased over 40% to 46,200 units as compared to shipments of new manufactured homes for the first eleven months in 2008 of 77,500 units. The decline for 2008 as compared to 2007 was almost 15%. According to the Recreational Vehicle Industry Association (“RVIA”), wholesale shipments of RVs declined 30.1% in 2009 to 165,700 units as compared to 2008, but experienced an increase of almost 25% in the last six months of 2009 as compared to the last six months of 2008. Industry experts have predicted that 2010 RV shipments will increase almost 30%, as compared to 2009, to 215,900. |
8
Table of Contents
Manufactured
Housing and Recreation Vehicle
Annual Shipments 2000-2009 (MH 2009 YTD: through November)
Annual Shipments 2000-2009 (MH 2009 YTD: through November)
| (1) | Source: Institute for Building Technology and Safety | |
| (2) | Source: RVIA |
| • | Sales — Retail sales of RVs declined almost 25% to 161,100 for the first 11 months of 2009, as compared to 214,400 the first 11 months of 2008. A total of 232,000 RVs were sold during the year ended December 31, 2008, representing a decline of almost 25% over the prior year. RVIA has indicated that the RV industry is seeing signs of improvement and the recovery is expected to strengthen slowly as credit availability, job security, and consumer confidence improve. Gains are expected in 2010 as negative financial factors give way to improved market conditions. | |
| • | Availability of financing — The current credit crisis has made it difficult for manufactured home and RV manufacturers to obtain floor plan financing and for potential customers to obtain loans for manufactured home or RV purchases. RVIA states that the federal economic credit and stimulus packages designed to stimulate RV lending and which provide tax deductions to buyers of RVs may help promote sales of RVs. However, there is very little availability in terms of financing for manufactured home buyers. As compared to financing available to owners and purchasers of site-built single family homes, financing of a manufactured home involves higher down payments, higher FICO scores, higher interest rates and shorter maturity. Additionally, certain government stimulus packages have resulted in government guarantees of site-built single family home loans, thereby increasing the supply of financing for that market. |
Please see our risk factors, financial statements and related
notes contained in this
Form 10-K
for more information.
9
Table of Contents
Available
Information
We file reports electronically with the Securities and Exchange
Commission (“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 site that contains reports, proxy
information and statements, and other information regarding
issuers that file electronically with the SEC at
http://www.sec.gov
.
We maintain an Internet site with information about the Company
and hyperlinks to our filings with the SEC at
http://www.equitylifestyle.com
,
free of charge. 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
| Item 1A. | Risk Factors |
Our
Performance and Common Stock Value Are Subject to Risks
Associated With the Real Estate Industry.
Adverse Economic Conditions and Other Factors Could Adversely
Affect the Value of Our Properties and Our Cash
Flow
. Several factors may adversely affect the
economic performance and value of our Properties. These factors
include:
| • | changes in the national, regional and local economic climate; | |
| • | local conditions such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented properties in the area, the attractiveness of our Properties to customers, competition from manufactured home communities and other lifestyle-oriented properties and alternative forms of housing (such as apartment buildings and site-built single family homes); | |
| • | the ability of manufactured home and RV manufacturers to adapt to changes in the economic climate and the availability of units from these manufacturers; | |
| • | the ability of our potential customers to sell their existing site-built residence in order to purchase a resort home or cottage in our Properties and heightened price sensitivity for seasonal and second homebuyers; | |
| • | the ability of our potential customers to obtain financing on the purchase of a resort home, resort cottage or RV; | |
| • | government stimulus intended to primarily benefit purchasers of site-built housing; | |
| • | availability and price of gasoline, especially for our transient customers; | |
| • | our ability to collect rent, annual payments and principal and interest from customers and pay or control maintenance, insurance and other operating costs (including real estate taxes), which could increase over time; | |
| • | the failure of our assets to generate income sufficient to pay our expenses, service our debt and maintain our Properties, which may adversely affect our ability to make expected distributions to our stockholders; | |
| • | our inability to meet mortgage payments on any Property that is mortgaged, in which case the lender could foreclose on the mortgage and take the Property; | |
| • | interest rate levels and the availability of financing, which may adversely affect our financial condition; |
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| • | changes in laws and governmental regulations (including rent control laws and regulations governing usage, zoning and taxes), which may adversely affect our financial condition; | |
| • | poor weather, especially on holiday weekends in the summer, could reduce the economic performance of our Northern resort Properties; and | |
| • | our ability to sell new or upgraded right-to-use contracts and to retain customers who have previously purchased a right-to-use contract. |
New Acquisitions May Fail to Perform as Expected and
Competition for Acquisitions May Result in Increased Prices for
Properties
. We intend to continue to acquire
properties. Newly acquired Properties may fail to perform as
expected. We may underestimate the costs necessary to bring an
acquired property up to standards established for its intended
market position. Difficulties in integrating acquisitions may
prove costly or time-consuming and could divert management
attention. Additionally, we expect that other real estate
investors with significant capital will compete with us for
attractive investment opportunities. These competitors include
publicly traded REITs, private REITs and other types of
investors. Such competition increases prices for properties. We
expect to acquire properties with cash from secured or unsecured
financings, proceeds from offerings of equity or debt,
undistributed funds from operations and sales of investments. We
may not be in a position or have the opportunity in the future
to make suitable property acquisitions on favorable terms.
Because Real Estate Investments Are Illiquid, We May Not be
Able to Sell Properties When Appropriate
. Real estate
investments generally cannot be sold quickly. We may not be able
to vary our portfolio promptly in response 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.
Some Potential Losses Are Not Covered by
Insurance.
We carry comprehensive insurance
coverage for losses resulting from property damage, liability
claims and business interruption 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, Employer Practices liability and Fiduciary 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 lease and 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, which we
plan to renew, expire on March 31, 2010. We have a
$100 million loss limit with respect to our all-risk
property insurance program including Named Windstorm and a
$25 million loss limit for California Earthquake. Policy
deductibles primarily range from $100,000 to 5% of insurable
values specifically for Named Windstorm, Named Storm Flood and
California Earthquake. Losses in a
100-year
Flood zone are subject to varying deductibles with a maximum
exposure of $500,000. A deductible indicates ELS’ maximum
exposure, subject to policy sub-limits, in event of a loss.
There can be no assurance that the actions of the
U.S. government, Federal Reserve and other governmental and
regulatory bodies for the purpose of stabilizing the financial
markets, or market response to those actions, will achieve the
intended effect, and our business may not benefit from and may
be adversely impacted by these actions and further government or
market developments could adversely impact
us
. Since mid-2007, and particularly during the
second half of 2008, the financial services industry and the
securities markets generally were materially and adversely
affected by significant declines in the values of nearly all
asset classes and by a serious lack of liquidity. This was
initially triggered by declines in the values of subprime
mortgages, but spread to all mortgage and real estate asset
classes, to leveraged bank loans and to nearly all asset
classes, including equities. The global markets have been
characterized by substantially increased volatility and
short-selling and an overall loss of investor confidence,
initially in financial institutions, but more recently in
companies in a number of other industries and in the broader
markets. The decline in asset values has caused increases in
margin calls for investors, requirements that derivatives
counterparties post additional collateral and
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redemptions by mutual and hedge fund investors, all of which
have increased the downward pressure on asset values and
outflows of client funds across the financial services industry.
In addition, the increased redemptions and unavailability of
credit have required hedge funds and others to rapidly reduce
leverage, which has increased volatility and further contributed
to the decline in asset values.
In response to the recent unprecedented financial issues
affecting the banking system and financial markets and going
concern threats to investment banks and other financial
institutions, the Emergency Economic Stabilization Act of 2008
(the “EESA”), was signed into law on October 3,
2008. The EESA provides the U.S. Secretary of Treasury with
the authority to establish a Troubled Asset Relief Program
(“TARP”), to purchase from financial institutions up
to $700 billion of residential or commercial mortgages and
any securities, obligations, or other instruments that are based
on, or related to, such mortgages, that in each case was
originated or issued on or before March 14, 2008. EESA also
provides for a program that would allow companies to insure
their troubled assets. On February 17, 2009, President
Obama signed the American Recovery and Reinvestment Act of 2009
(“ARRA”), a $787 billion stimulus bill for the
purpose of stabilizing the economy by creating jobs, among other
things. As of February 25, 2010, the U.S. Treasury is
managing or overseeing the following programs under TARP: the
Capital Purchase Program (“CPP”), the Systemically
Significant Failing Institutions Program (“SSFIP”),
the Auto Industry Financing Program (“AIFP”), the
Legacy Securities Public-Private Investment Program
(“S-PPIP”) and the Homeowner Affordability and
Stability Plan (“HASP”) which is partially financed by
TARP. HASP, also known as “The Making Home Affordable
Program”, offers the following options for homeowners:
(1) refinancing mortgage loans through the Home Affordable
Refinance Program (“HARP”), (2) modifying first
and second mortgage loans through the Home Affordable
Modification Program (“HAMP”) and the Second Lien
Modification Program (“2MP”) and (3) offering
other alternatives to foreclosure through the Home Affordable
Foreclosure Alternatives Program (HAFA). According to a
U.S. Treasury press releases, HASP, along with other
financial stability programs have improved credit conditions as
evidenced by statistics such as: 1) near historic lows on
residential mortgage rates and 2) stabilization of home
prices.
These can be no assurance that the EESA, TARP or other programs
will have a beneficial impact on the financial markets or the
economy. In addition, the U.S. Government, Federal Reserve
and other governmental and regulatory bodies have taken or are
considering taking other actions to address the financial
crisis. We cannot predict whether or when such actions may occur
or what impact, if any, such actions could have on our business,
results of operations and financial condition. In fact, such
actions may have a significant negative impact on our customers
to the extent they benefit only owners of site-built single
family housing and not to purchasers of Site Set homes who lease
the underlying land and RVs.
Adverse
changes in general economic conditions may adversely affected
our business.
Our success is dependent upon economic conditions in the
U.S. generally, and in the geographic areas in which 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 and our financial performance and the market
price of our common stock.
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 be
sufficient to provide adequate protection against potential
write-downs in our portfolio, these amounts could prove to be
insufficient.
Campground
Membership Properties Laws and Regulations Could Adversely
Affect the Value of Certain Properties and Our Cash
Flow.
Many of the states in which the Company does business have laws
regulating right-to-use or campground membership sales. These
laws generally require comprehensive disclosure to prospective
purchasers, and give purchasers the right to rescind their
purchase generally between three-to-five days after the date of
sale. Some states have laws requiring the Company to register
with a state agency and obtain a permit to market. The
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Company is subject to changes, from time to time, in the
application or interpretation of such laws that can affect its
business or the rights of its 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 the ability of the Company to realize
recoveries from Property sales.
The government authorities regulating the Company’s
activities have broad discretionary power to enforce and
interpret the statutes and regulations that they administer,
including the power to enjoin or suspend sales activities,
require or restrict construction of additional facilities and
revoke licenses and permits relating to business activities. The
Company monitors its sales and marketing programs and debt
collection activities to control practices that might violate
consumer protection laws and regulations or give rise to
consumer complaints.
Certain consumer rights and defenses that vary from jurisdiction
to jurisdiction may affect the Company’s 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.
In certain states, as a result of government regulations and
provisions in certain of the right-to-use or campground
membership agreements, the Company is prohibited from selling
more than ten memberships per site. At the present time, these
restrictions do not preclude the Company from selling
memberships in any state. However, these restrictions may limit
the Company’s ability to utilize Properties for public
usage
and/or
the Company’s ability to convert sites to more profitable
or predictable uses, such as annual rentals.
Debt
Financing, Financial Covenants and Degree of Leverage Could
Adversely Affect Our Economic Performance.
Scheduled Debt Payments Could Adversely Affect Our Financial
Condition.
Our business is subject to risks
normally associated with debt financing. The total principal
amount of our outstanding indebtedness was approximately
$1.5 billion as of December 31, 2009. Our substantial
indebtedness and the cash flow associated with serving our
indebtedness could have important consequences, including the
risks that:
| • | our cash flow could be insufficient to pay distributions at expected levels and meet required payments of principal and interest; | |
| • | we will be required to use a substantial portion of our cash flow from operations to pay our indebtedness, thereby reducing the availability of our cash flow 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; | |
| • | we may not be able to refinance existing indebtedness (which in virtually all cases requires substantial principal payments at maturity) and, if we can, the terms of such refinancing might not be as favorable as the terms of existing indebtedness; | |
| • | 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 flow will not be sufficient in all years to repay all maturing debt; and | |
| • | if prevailing interest rates or other factors at the time of refinancing (such as the possible reluctance of lenders to make commercial real estate loans) result in higher interest rates, increased interest expense would adversely affect cash flow and our ability to service debt and make distributions to stockholders. |
Ability to obtain mortgage financing or to refinance maturing
mortgages may adversely affect our financial
condition.
During 2009, we have received
financing proceeds from Fannie Mae secured by mortgages on
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individual manufactured home Properties. The terms of the Fannie
Mae financings have been relatively attractive as compared to
other potential lenders. If financing proceeds are no longer
available from Fannie Mae for any reason or if Fannie Mae terms
are no longer attractive, it may adversely affect cash flow and
our ability to service debt and make distributions to
stockholders.
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 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 Units
held by parties other than the Company) was approximately 47% as
of December 31, 2009. 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 makes us
more vulnerable to a downturn in business or the economy
generally.
We Depend
on Our Subsidiaries’ Dividends and Distributions.
Substantially all of our assets are indirectly held through the
Operating Partnership. As a result, we have no source of
operating cash flow other than from distributions from the
Operating Partnership. Our ability to pay dividends to holders
of common stock depends on the Operating Partnership’s
ability first to satisfy its obligations to its creditors and
make distributions payable to third party holders of its
preferred Units and then to make distributions to MHC Trust and
common Unit holders. Similarly, MHC Trust must satisfy its
obligations to its creditors and preferred stockholders before
making common stock distributions to us.
Stockholders’
Ability to Effect Changes of Control of the Company is
Limited.
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 of the Company
or other transactions that could provide our stockholders with a
premium over the then-prevailing market price of their common
stock or 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 Maryland law
prohibit “business combinations” (including certain
issuances of equity securities) with any person who beneficially
owns 10%or more of the voting power of outstanding common stock,
or with an affiliate of the Company 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 the outstanding voting stock
(an “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 its shares of common stock. The
Board of Directors has exempted from these provisions under the
Maryland law any business combination with Samuel Zell, who is
the Chairman of the Board of the Company, certain holders of
Units who received them at the time of our initial public
offering, the General Motors Hourly Rate Employees Pension
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Trust and the General Motors Salaried Employees Pension Trust,
and our officers who acquired common stock at the time we were
formed and each and every affiliate of theirs.
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.” 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 transferred to us 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 of 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 the Company and, therefore, could
adversely affect our stockholders’ ability to realize a
premium over the then-prevailing market price for their common
stock.
Conflicts
of Interest Could Influence the Company’s
Decisions.
Certain Stockholders Could Exercise Influence in a Manner
Inconsistent With the Stockholders’ Best
Interests
. As of December 31, 2009,
Mr. Samuel Zell and certain affiliated holders beneficially
owned approximately 11.9% of our outstanding common stock (in
each case including common stock issuable upon the exercise of
stock options and the exchange of Units). Mr. Zell is the
chairman of the Company’s 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.
Mr. Zell and His Affiliates Continue to be Involved in
Other Investment Activities
. Mr. Zell and
his affiliates have a broad and varied range of investment
interests, including interests in other real estate investment
companies involved in other forms of housing, including
multifamily housing. Mr. Zell and his affiliates may
acquire interests in other companies. Mr. Zell may not be
able to control whether any such company competes with the
Company. Consequently, Mr. Zell’s continued
involvement in other investment activities could result in
competition to the Company as well as management decisions,
which might not reflect the interests of our stockholders.
Members of Management May Have a Conflict of Interest Over
Whether To Enforce Terms of Mr. McAdams’s Employment
and Noncompetition Agreement.
Mr. McAdams is
our President and has entered into an employment and
noncompetition agreement with us. For the most part these
restrictions apply to him both during his employment and for two
years thereafter. Mr. McAdams is also prohibited from
otherwise disrupting or interfering with our business through
the solicitation of our employees or clients or otherwise. To
the extent that we choose to enforce our rights under any of
these agreements, we may determine to pursue available remedies,
such as actions for damages or injunctive relief, less
vigorously than we otherwise might because of our desire to
maintain our ongoing relationship with Mr. McAdams.
Additionally, the non-competition provisions of his agreement,
despite being limited in scope and duration, could be difficult
to enforce, or may be subject to limited enforcement, should
litigation arise over it in the future. See Note 13 in the
Notes to Consolidated Financial Statements contained in this
Form 10-K.
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Risk of
Eminent Domain and Tenant Litigation.
We own Properties in certain areas of the country where real
estate values have increased faster than rental rates in our
Properties either because of locally imposed rent control or
long term leases. In such areas, we have learned that certain
local government entities have 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 would exercise all of our
rights in connection with any such proceeding, successful
condemnation proceedings by municipalities could adversely
affect our financial condition. Moreover, certain of our
Properties located in California are subject to rent control
ordinances, some of which not only severely restrict ongoing
rent increases but also prohibit us from increasing rents upon
turnover. Such regulation allows customers to sell their homes
for a premium representing the value of the future discounted
rent-controlled rents. As part of our effort to realize the
value of our Properties subject to rent control, we have
initiated lawsuits against several municipalities in California.
In response to our efforts, tenant groups have filed lawsuits
against us seeking not only to limit rent increases, but to be
awarded large damage awards. If we are unsuccessful in our
efforts to challenge rent control ordinances, it is likely that
we will not be able to charge rents that reflect the intrinsic
value of the affected Properties. Finally, tenant groups in
non-rent controlled markets have also attempted to use
litigation as a means of protecting themselves from rent
increases reflecting the rental value of the affected
Properties. An unfavorable outcome in the tenant group lawsuits
could have an adverse impact on our financial condition.
Environmental
and Utility-Related Problems Are Possible and Can be
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 estate to investigate and clean up
hazardous or toxic substances 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. 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 may 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. Such laws require that owners or operators
of property containing asbestos properly manage and maintain the
asbestos, that they 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.
Utility-related laws and regulations also govern the provision
of utility services and operations of water and wastewater
treatment facilities. Such laws regulate, for example, how and
to what extent owners or operators of property can charge
renters for provision of, for example, electricity, and whether
and to what extent such utility services can be charged
separately from the base rent. Such laws also regulate the
operations and performance of water treatment facilities and
wastewater treatment facilities. Such laws may impose fines and
penalties on real property owners or operators who fail to
comply with these requirements.
We Have a
Significant Concentration of Properties 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.
As of December 31, 2009, we owned or had an ownership
interest in 304 Properties located in 27 states and British
Columbia, including 86 Properties located in Florida and 48
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. While we
have obtained insurance policies providing certain coverage
against
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damage from fire, flood, property damage, earthquake, wind storm
and business interruption, these insurance policies contain
coverage limits, limits on covered property and various
deductible amounts that the Company must pay before insurance
proceeds are available. Such insurance may therefore be
insufficient to restore our economic position with respect to
damage or destruction to our Properties caused by such
occurrences. Moreover, each of these coverages must be renewed
every year and there is the possibility that all or some of the
coverages may not be available at a reasonable cost. In
addition, in the event of such natural disaster or other
catastrophic event, the process of obtaining reimbursement for
covered losses, including the lag between expenditures incurred
by us and reimbursements received from the insurance providers,
could adversely affect our economic performance.
Market
Interest Rates May Have an Effect on the Value of Our Common
Stock.
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 funds for us 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.
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, including
for 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. As a
result of the current credit crisis 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.
Our
Qualification as a REIT is 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. Qualification as a REIT for U.S. federal
income tax purposes, however, 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, on 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”) will agree with our analysis or the analysis of
our tax counsel. In particular, the proper federal income tax
treatment of right-to-use membership contracts is uncertain and
there is no assurance that the IRS will agree with the
Company’s treatment of such contracts. If the IRS were to
disagree with our analysis or our tax counsel’s analysis of
facts and circumstances, our ability to qualify as a REIT may be
adversely affected. These matters can affect our qualification
as a REIT. 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 fail to maintain our
qualification as a REIT (and specified relief provisions under
the Code were not applicable to such disqualification), we could
not deduct distributions to stockholders in computing our net
taxable income and we would be subject to U.S. federal
income tax on our net
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taxable income at regular corporate rates. Any U.S. federal
income tax payable could include applicable alternative minimum
tax. 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. In addition, we would also be disqualified from
treatment as a REIT for the four taxable years following the
year during which qualification was lost, unless we were
entitled to relief under the relevant statutory provisions.
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.
Interpretation
of and Changes to Accounting Policies and Standards Could
Adversely Affect Our Reported Financial Results.
Our Accounting Policies and Methods Are the Basis on Which We
Report Our Financial Condition and Results of Operations, and
They May Require Management to Make Estimates About Matters that
Are Inherently Uncertain.
Our accounting policies
and methods are fundamental to the manner in which we record and
report our financial condition and results of operations.
Management must exercise judgment in selecting and applying many
of these accounting policies and methods in order to ensure that
they comply with generally accepted accounting principles and
reflect management’s judgment as to the most appropriate
manner in which to record and report our financial condition and
results of operations. In some cases, management must select the
accounting policy or method to apply from two or more
alternatives, any of which might be reasonable under the
circumstances yet might result in reporting materially different
amounts than would have been reported under a different
alternative.
Changes in Accounting Standards Could Adversely Affect Our
Reported Financial Results.
The bodies that set
accounting standards for public companies, including the
Financial Accounting Standards Board (“FASB”), the SEC
and others, periodically change or revise existing
interpretations of the accounting and reporting standards that
govern the way that we report our financial condition and
results of operations. These changes can be difficult to predict
and can materially impact our reported financial results. In
some cases, we could be required to apply a new or revised
accounting standard, or a revised interpretation of an
accounting standard, retroactively, which could have a negative
impact on reported results or result in the restatement of our
financial statements for prior periods.
The FASB sets generally accepted accounting principles
(“GAAP”) that we follow to ensure we consistently
report our financial condition, results of operations and cash
flows. References to GAAP issued by the FASB in this
Form 10-K
are to the FASB Accounting Standards Codification (the
“Codification”). The FASB finalized the Codification
effective for periods ending on or after September 15,
2009. The Codification does not change how the Company accounts
for its transactions or the nature of the related disclosures
made.
Our Accounting Policies for the Sale of Right-To-Use
Contracts Will Result in a Substantial Deferral of Revenue in
our Financial Results.
Beginning August 14,
2008, the Company began selling right-to-use contracts.
Customers who purchase right-to-use contracts are generally
required to make an upfront nonrefundable payment to the
Company. The Company incurs significant selling and marketing
expenses to originate the right-to-use contracts, and the
majority of expenses must be expensed in the period incurred,
while the related sales revenues are generally deferred and
recognized over the expected life of the contract which is
estimated based upon historical attrition rates. The expected
life of a right-to-use contract is currently estimated to be
between one and 31 years. As a result, the Company may
incur a loss from the sale of right-to-use contracts, build up a
substantial deferred sales revenue liability balance, and
recognize substantial non-cash revenue in years subsequent to
the original sale. This accounting may make it difficult for
investors to interpret the financial results from the sale of
right-to-use contracts. The Company submitted correspondence to
the Office of the Chief Accountant at the SEC describing the
right-to-use contracts and subsequently discussed the revenue
recognition policy with respect to the contracts with the SEC.
The SEC does not object to the Company’s application of the
Codification Topic “Revenue Recognition” (“FASB
ASC 605”) (prior authoritative guidance: Staff Accounting
Bulletin 104, “Revenue Recognition in Consolidated
Financial Statements, Corrected”) with respect to the
deferral of the upfront nonrefundable payments received from the
sale of right-to-use contracts.
18
Table of Contents
See Note 2 (n) in the Notes to Consolidated Financial
Statements contained in this
Form 10-K
for the Company’s revenue recognition policy.
| Item 1B. | Unresolved Staff Comments |
On December 23, 2009, the SEC sent us a letter with
comments on our Proxy Statement and
Form 10-K
for the year ended December 31, 2008. The comments relate
to income statement presentation, segment reporting, the
transfer of inventory homes to fixed assets, revenue recognition
policies related to right-to-use contracts, footnote disclosure
of the Privileged Access acquisition, footnote disclosure of
joint venture investments and disclosure of senior management
bonus targets. We responded to the SEC’s letter on
January 25, 2010 and as of February 24, 2010 we have
not received a response from the SEC.
| Item 2. | Properties |
General
Our Properties provide attractive amenities and common
facilities that create a comfortable and attractive home for our
customers, with most offering a clubhouse, a swimming pool,
laundry facilities and cable television service. Many also offer
additional amenities such as sauna/whirlpool spas, golf courses,
tennis, shuffleboard and basketball courts, exercise rooms and
various social activities such as concerts. Since most of our
customers generally rent our sites on a long-term basis, it is
their responsibility to maintain their homes and the surrounding
area. It is our role to ensure that customers comply with our
Property policies 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. The Properties historically
have had, and we believe they will continue to have, low
turnover and high occupancy rates.
Property
Portfolio
As of December 31, 2009, we owned or had an ownership
interest in a portfolio of 304 Properties located throughout the
United States and British Columbia containing 110,575
residential sites.
The distribution of our Properties throughout the United States
reflects our belief that geographic diversification helps
insulate the 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. Refer to Note 2
(c) of the Notes to Consolidated Financial Statements
contained in this
Form 10-K.
Bay Indies located in Venice, Florida and Viewpoint located in
Mesa, Arizona, our two largest properties as determined by
property operating revenues, accounted for approximately 2.0%
and 1.9%, respectively, of our total property operating revenues
for the year ended December 31, 2009.
The following table sets forth certain information relating to
the Properties we owned as of December 31, 2009,
categorized by our major markets (excluding Properties owned
through joint ventures).
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Number
|
Annual
|
Annual
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Develo-
|
Number
|
of Annual
|
Site
|
Site
|
Annual
|
Annual
|
||||||||||||||||||||||||||||||||||||||||||||
|
pable
|
of Sites
|
Sites
|
Occupancy
|
Occupancy
|
Rent
|
Rent
|
||||||||||||||||||||||||||||||||||||||||||||
|
Acres
|
Acres
|
Expansion
|
as of
|
as of
|
as of
|
as of
|
as of
|
as of
|
||||||||||||||||||||||||||||||||||||||||||
|
Property
|
Address | City | State | ZIP | MH/RV | (c) | (d) | Sites(e) | 12/31/09 | 12/31/09 | 12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | ||||||||||||||||||||||||||||||||||||
|
Florida
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
East Coast:
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sunshine Key
|
38801 Overseas Hwy | Big Pine Key | FL | 33043 | RV | 54 | 409 | 55 | 100.0 | % | 100.0 | % | $ | 9,128 | $ | 10,418 | ||||||||||||||||||||||||||||||||||
|
Carriage Cove
|
Five Carriage Cove Way | Daytona Beach | FL | 32119 | MH | 59 | 418 | 418 | 90.2 | % | 91.6 | % | $ | 5,604 | $ | 5,572 | ||||||||||||||||||||||||||||||||||
|
Coquina Crossing
|
4536 Coquina Crossing Dr. | Elkton | FL | 32033 | MH | 316 | 26 | 145 | 563 | 563 | 92.9 | % | 91.1 | % | $ | 5,459 | $ | 5,193 | ||||||||||||||||||||||||||||||||
|
Bulow Plantation
|
3165 Old Kings Road South | Flagler Beach | FL | 32136 | MH | 323 | 181 | 722 | 276 | 276 | 98.2 | % | 98.6 | % | $ | 5,734 | $ | 5,326 | ||||||||||||||||||||||||||||||||
|
Bulow RV
|
3345 Old Kings Road South | Flagler Beach | FL | 32136 | RV | (f | ) | 352 | 79 | 100.0 | % | 100.0 | % | $ | 5,109 | $ | 4,944 | |||||||||||||||||||||||||||||||||
|
Carefree Cove
|
3273 N.W. 37th St | Ft. Lauderdale | FL | 33309 | MH | 20 | 164 | 164 | 93.3 | % | 93.3 | % | $ | 6,470 | $ | 6,328 | ||||||||||||||||||||||||||||||||||
|
Park City West
|
10550 W. State Road 84 | Ft. Lauderdale | FL | 33324 | MH | 60 | 363 | 363 | 89.5 | % | 89.3 | % | $ | 5,882 | $ | 5,734 | ||||||||||||||||||||||||||||||||||
19
Table of Contents
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Number
|
Annual
|
Annual
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Develo-
|
Number
|
of Annual
|
Site
|
Site
|
Annual
|
Annual
|
||||||||||||||||||||||||||||||||||||||||||||
|
pable
|
of Sites
|
Sites
|
Occupancy
|
Occupancy
|
Rent
|
Rent
|
||||||||||||||||||||||||||||||||||||||||||||
|
Acres
|
Acres
|
Expansion
|
as of
|
as of
|
as of
|
as of
|
as of
|
as of
|
||||||||||||||||||||||||||||||||||||||||||
|
Property
|
Address | City | State | ZIP | MH/RV | (c) | (d) | Sites(e) | 12/31/09 | 12/31/09 | 12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | ||||||||||||||||||||||||||||||||||||
|
Sunshine Holiday
|
2802 W. Oakland Park Blvd. | Ft. Lauderdale | FL | 33311 | MH | 32 | 274 | 274 | 82.8 | % | 88.1 | % | $ | 6,195 | $ | 5,835 | ||||||||||||||||||||||||||||||||||
|
Sunshine Holiday RV
|
2802 W. Oakland Park Blvd. | Ft. Lauderdale | FL | 33311 | RV | (f | ) | 131 | 45 | 100.0 | % | 100.0 | % | $ | 5,658 | $ | 5,515 | |||||||||||||||||||||||||||||||||
|
Maralago Cay
|
6280 S. Ash Lane | Lantana | FL | 33462 | MH | 102 | 5 | 603 | 603 | 90.9 | % | 90.7 | % | $ | 7,347 | $ | 7,001 | |||||||||||||||||||||||||||||||||
|
Coral Cay
|
2801 NW 62nd Avenue | Margate | FL | 33063 | MH | 121 | 819 | 819 | 86.7 | % | 84.7 | % | $ | 6,094 | $ | 6,028 | ||||||||||||||||||||||||||||||||||
|
Lakewood Village
|
3171 Hanson Avenue | Melbourne | FL | 32901 | MH | 68 | 349 | 349 | 87.7 | % | 87.1 | % | $ | 5,892 | $ | 5,664 | ||||||||||||||||||||||||||||||||||
|
Holiday Village
|
1335 Fleming Ave Box 228 | Ormond Beach | FL | 32174 | MH | 43 | 301 | 301 | 87.7 | % | 85.7 | % | $ | 4,866 | $ | 4,814 | ||||||||||||||||||||||||||||||||||
|
Sunshine Holiday
|
1701 North US Hwy 1 | Ormond Beach | FL | 32174 | RV | 69 | 349 | 132 | 100.0 | % | 100.0 | % | $ | 4,590 | $ | 4,323 | ||||||||||||||||||||||||||||||||||
|
The Meadows
|
2555 PGA Boulevard | Palm Beach Gardens | FL | 33410 | MH | 55 | 379 | 379 | 84.4 | % | 85.2 | % | $ | 6,439 | $ | 6,263 | ||||||||||||||||||||||||||||||||||
|
Breezy Hill RV
|
800 NE 48th Street | Pompano Beach | FL | 33064 | RV | 52 | 762 | 355 | 100.0 | % | 100.0 | % | $ | 5,999 | $ | 5,810 | ||||||||||||||||||||||||||||||||||
|
Highland Wood RV
|
900 NE 48th street | Pompano Beach | FL | 33064 | RV | 15 | 148 | 13 | 100.0 | % | 100.0 | % | $ | 5,184 | $ | 5,075 | ||||||||||||||||||||||||||||||||||
|
Lighthouse Pointe
|
155 Spring Drive | Port Orange | FL | 32129 | MH | 64 | 433 | 433 | 85.7 | % | 86.6 | % | $ | 4,932 | $ | 4,708 | ||||||||||||||||||||||||||||||||||
|
Pickwick
|
4500 S. Clyde Morris Blvd | Port Orange | FL | 32119 | MH | 84 | 4 | 432 | 432 | 100.0 | % | 100.0 | % | $ | 5,111 | $ | 4,923 | |||||||||||||||||||||||||||||||||
|
Indian Oaks
|
780 Barnes Boulevard | Rockledge | FL | 32955 | MH | 38 | 208 | 208 | 100.0 | % | 100.0 | % | $ | 4,411 | $ | 4,137 | ||||||||||||||||||||||||||||||||||
|
Countryside
|
8775 20th Street | Vero Beach | FL | 32966 | MH | 125 | 644 | 644 | 89.8 | % | 89.6 | % | $ | 5,646 | $ | 5,395 | ||||||||||||||||||||||||||||||||||
|
Heritage Plantation
|
1101 Ranch Road | Vero Beach | FL | 32966 | MH | 64 | 435 | 435 | 83.7 | % | 83.4 | % | $ | 5,550 | $ | 5,312 | ||||||||||||||||||||||||||||||||||
|
Holiday Village
|
1000 S.W. 27th Avenue | Vero Beach | FL | 32968 | MH | 20 | 128 | 128 | 17.2 | % | 28.9 | % | $ | 3,959 | $ | 4,239 | ||||||||||||||||||||||||||||||||||
|
Sunshine Travel
|
9455 108th Avenue | Vero Beach | FL | 32967 | RV | 30 | 6 | 48 | 300 | 159 | 100.0 | % | 100.0 | % | $ | 4,533 | $ | 4,200 | ||||||||||||||||||||||||||||||||
|
Central:
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Clerbrook
|
20005 U.S. Highway 27 | Clermont | FL | 34711 | RV | 288 | 1,255 | 461 | 100.0 | % | 100.0 | % | $ | 4,323 | $ | 4,251 | ||||||||||||||||||||||||||||||||||
|
Lake Magic
|
9600 Hwy 192 West | Clermont | FL | 34714 | RV | 69 | 471 | 126 | 100.0 | % | 100.0 | % | $ | 4,303 | $ | 4,018 | ||||||||||||||||||||||||||||||||||
|
Orlando
|
2110 US Highway 27 S | Clermont | FL | 34714 | RV | 270 | 30 | 136 | 850 | 72 | 100.0 | % | — | (b) | $ | 3,290 | — | |||||||||||||||||||||||||||||||||
|
Southern Palms
|
One Avocado Lane | Eustis | FL | 32726 | RV | 120 | 950 | 362 | 100.0 | % | 100.0 | % | $ | 4,087 | $ | 4,016 | ||||||||||||||||||||||||||||||||||
|
Grand Island
|
13310 Sea Breeze Lane | Grand Island | FL | 32735 | MH | 35 | 362 | 362 | 58.8 | % | 58.8 | % | $ | 5,169 | $ | 4,903 | ||||||||||||||||||||||||||||||||||
|
Sherwood Forest
|
5302 W. Irlo Bronson Hwy | Kissimmee | FL | 34746 | MH | 124 | 769 | 769 | 93.4 | % | 94.3 | % | $ | 5,119 | $ | 4,847 | ||||||||||||||||||||||||||||||||||
|
Sherwood Forest RV
|
5300 W. Irlo Bronson Hwy | Kissimmee | FL | 34746 | RV | 107 | 43 | 149 | 513 | 149 | 100.0 | % | 100.0 | % | $ | 4,907 | $ | 4,692 | ||||||||||||||||||||||||||||||||
|
Tropical Palms(g)
|
2650 Holiday Trail | Kissimmee | FL | 34746 | RV | 59 | 541 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
|
Coachwood Colony
|
2610 Dogwood Place | Leesburg | FL | 34748 | MH | 29 | 202 | 202 | 87.6 | % | 90.1 | % | $ | 3,882 | $ | 3,879 | ||||||||||||||||||||||||||||||||||
|
Mid-Florida Lakes
|
199 Forest Dr. | Leesburg | FL | 34788 | MH | 290 | 1,225 | 1,225 | 80.7 | % | 80.7 | % | $ | 5,616 | $ | 5,406 | ||||||||||||||||||||||||||||||||||
|
Southernaire
|
1700 Sanford Road | Mt. Dora | FL | 32757 | MH | 14 | 114 | 114 | 80.7 | % | 84.3 | % | $ | 3,616 | $ | 4,151 | ||||||||||||||||||||||||||||||||||
|
Oak Bend
|
10620 S.W. 27th Ave. | Ocala | FL | 34476 | MH | 62 | 3 | 262 | 262 | 89.3 | % | 89.3 | % | $ | 4,620 | $ | 4,330 | |||||||||||||||||||||||||||||||||
|
Villas at Spanish Oaks
|
3150 N.E. 36th Avenue | Ocala | FL | 34479 | MH | 69 | 459 | 459 | 87.4 | % | 86.5 | % | $ | 4,588 | $ | 4,373 | ||||||||||||||||||||||||||||||||||
|
Three Flags RV Resort
|
1755 E State Rd 44
|
Wildwood | FL | 34785 | RV | 23 | 221 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
|
Winter Garden
|
13905 W. Colonial Dr. | Winter Garden | FL | 34787 | RV | 27 | 350 | 142 | 100.0 | % | 100.0 | % | $ | 4,183 | $ | 4,074 | ||||||||||||||||||||||||||||||||||
|
Gulf Coast (Tampa/Naples):
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Toby’s RV
|
3550 N.E. Hwy 70 | Arcadia | FL | 34266 | RV | 44 | 379 | 274 | 100.0 | % | 100.0 | % | $ | 2,487 | $ | 2,543 | ||||||||||||||||||||||||||||||||||
|
Manatee
|
800 Kay Road NE | Bradenton | FL | 34212 | RV | 42 | 415 | 216 | 100.0 | % | 100.0 | % | $ | 4,635 | $ | 4,806 | ||||||||||||||||||||||||||||||||||
|
Windmill Manor
|
5320 53rd Ave. East | Bradenton | FL | 34203 | MH | 49 | 292 | 292 | 95.9 | % | 95.9 | % | $ | 5,426 | $ | 5,417 | ||||||||||||||||||||||||||||||||||
|
Glen Ellen
|
2882 Gulf to Bay Blvd | Clearwater | FL | 33759 | MH | 12 | 106 | 106 | 86.8 | % | 90.6 | % | $ | 4,907 | $ | 4,722 | ||||||||||||||||||||||||||||||||||
|
Hillcrest
|
2346 Druid Road East | Clearwater | FL | 33764 | MH | 25 | 278 | 278 | 92.1 | % | 93.9 | % | $ | 4,782 | $ | 4,701 | ||||||||||||||||||||||||||||||||||
|
Holiday Ranch
|
4300 East Bay Drive | Clearwater | FL | 33764 | MH | 12 | 150 | 150 | 86.0 | % | 89.3 | % | $ | 4,365 | $ | 4,229 | ||||||||||||||||||||||||||||||||||
|
Silk Oak
|
28488 US Highway 19 N | Clearwater | FL | 33761 | MH | 19 | 181 | 181 | 89.5 | % | 90.1 | % | $ | 4,899 | $ | 4,728 | ||||||||||||||||||||||||||||||||||
|
Crystal Isles
|
11419 W. Ft. Island Drive | Crystal River | FL | 34429 | RV | 32 | 260 | 46 | 100.0 | % | 100.0 | % | $ | 4,996 | $ | 5,154 | ||||||||||||||||||||||||||||||||||
|
Lake Haven
|
1415 Main Street | Dunedin | FL | 34698 | MH | 48 | 379 | 379 | 88.4 | % | 90.8 | % | $ | 6,584 | $ | 6,482 | ||||||||||||||||||||||||||||||||||
|
Fort Myers Beach Resort
|
16299 San Carlos Blvd. | Fort Myers | FL | 33908 | RV | 31 | 306 | 88 | 100.0 | % | 100.0 | % | $ | 5,728 | $ | 5,689 | ||||||||||||||||||||||||||||||||||
|
Gulf Air Resort
|
17279 San Carlos Blvd. SW | Fort Myers | FL | 33931 | RV | 25 | 246 | 154 | 100.0 | % | 100.0 | % | $ | 4,849 | $ | 4,775 | ||||||||||||||||||||||||||||||||||
|
Barrington Hills
|
9412 New York Avenue | Hudson | FL | 34667 | RV | 28 | 392 | 261 | 100.0 | % | 100.0 | % | $ | 3,046 | $ | 2,920 | ||||||||||||||||||||||||||||||||||
20
Table of Contents
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Number
|
Annual
|
Annual
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Develo-
|
Number
|
of Annual
|
Site
|
Site
|
Annual
|
Annual
|
||||||||||||||||||||||||||||||||||||||||||||
|
pable
|
of Sites
|
Sites
|
Occupancy
|
Occupancy
|
Rent
|
Rent
|
||||||||||||||||||||||||||||||||||||||||||||
|
Acres
|
Acres
|
Expansion
|
as of
|
as of
|
as of
|
as of
|
as of
|
as of
|
||||||||||||||||||||||||||||||||||||||||||
|
Property
|
Address | City | State | ZIP | MH/RV | (c) | (d) | Sites(e) | 12/31/09 | 12/31/09 | 12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | ||||||||||||||||||||||||||||||||||||
|
Down Yonder
|
7001 N. 142nd Avenue | Largo | FL | 33771 | MH | 50 | 361 | 361 | 97.5 | % | 98.9 | % | $ | 6,351 | $ | 6,113 | ||||||||||||||||||||||||||||||||||
|
East Bay Oaks
|
601 Starkey Road | Largo | FL | 33771 | MH | 40 | 328 | 328 | 96.3 | % | 97.3 | % | $ | 4,795 | $ | 4,762 | ||||||||||||||||||||||||||||||||||
|
Eldorado Village
|
2505 East Bay Drive | Largo | FL | 33771 | MH | 25 | 227 | 227 | 96.9 | % | 97.4 | % | $ | 4,872 | $ | 4,661 | ||||||||||||||||||||||||||||||||||
|
Shangri La
|
249 Jasper Street N.W. | Largo | FL | 33770 | MH | 14 | 160 | 160 | 81.3 | % | 89.4 | % | $ | 4,825 | $ | 5,263 | ||||||||||||||||||||||||||||||||||
|
Vacation Village
|
6900 Ulmerton Road | Largo | FL | 33771 | RV | 29 | 293 | 174 | 100.0 | % | 100.0 | % | $ | 4,230 | $ | 4,173 | ||||||||||||||||||||||||||||||||||
|
Pasco
|
21632 State Road 54 | Lutz | FL | 33549 | RV | 27 | 255 | 176 | 100.0 | % | 100.0 | % | $ | 3,575 | $ | 3,522 | ||||||||||||||||||||||||||||||||||
|
Buccaneer
|
2210 N. Tamiami Trail N.E. | N. Ft. Myers | FL | 33903 | MH | 223 | 39 | 162 | 971 | 971 | 98.5 | % | 98.5 | % | $ | 5,897 | $ | 5,805 | ||||||||||||||||||||||||||||||||
|
Island Vista MHC
|
3000 N. Tamiami Trail | N. Ft. Myers | FL | 33903 | MH | 121 | 616 | 616 | 82.1 | % | 84.7 | % | $ | 3,908 | $ | 4,049 | ||||||||||||||||||||||||||||||||||
|
Lake Fairways
|
19371 Tamiami Trail | N. Ft. Myers | FL | 33903 | MH | 259 | 896 | 896 | 99.7 | % | 99.4 | % | $ | 6,087 | $ | 5,819 | ||||||||||||||||||||||||||||||||||
|
Pine Lakes
|
10200 Pine Lakes Blvd. | N. Ft. Myers | FL | 33903 | MH | 314 | 584 | 584 | 100.0 | % | 100.0 | % | $ | 7,233 | $ | 6,781 | ||||||||||||||||||||||||||||||||||
|
Pioneer Village
|
7974 Samville Rd. | N. Ft. Myers | FL | 33917 | RV | 90 | 733 | 381 | 100.0 | % | 100.0 | % | $ | 4,077 | $ | 3,890 | ||||||||||||||||||||||||||||||||||
|
The Heritage
|
3000 Heritage Lakes Blvd. | N. Ft. Myers | FL | 33917 | MH | 214 | 22 | 132 | 453 | 453 | 98.0 | % | 98.7 | % | $ | 5,362 | $ | 5,084 | ||||||||||||||||||||||||||||||||
|
Windmill Village
|
16131 N. Cleveland Ave. | N. Ft. Myers | FL | 33903 | MH | 69 | 491 | 491 | 88.6 | % | 91.6 | % | $ | 4,906 | $ | 4,723 | ||||||||||||||||||||||||||||||||||
|
Country Place
|
2601 Country Place Blvd. | New Port Richey | FL | 34655 | MH | 82 | 515 | 515 | 99.6 | % | 99.8 | % | $ | 5,053 | $ | 4,905 | ||||||||||||||||||||||||||||||||||
|
Hacienda Village
|
7107 Gibraltar Ave | New Port Richey | FL | 34653 | MH | 66 | 505 | 505 | 96.4 | % | 97.8 | % | $ | 5,058 | $ | 4,773 | ||||||||||||||||||||||||||||||||||
|
Harbor View
|
6617 Louisna Ave | New Port Richey | FL | 34653 | MH | 69 | 471 | 471 | 98.1 | % | 98.5 | % | $ | 4,255 | $ | 3,993 | ||||||||||||||||||||||||||||||||||
|
Bay Lake Estates
|
1200 East Colonia Lane | Nokomis | FL | 34275 | MH | 34 | 228 | 228 | 94.7 | % | 93.0 | % | $ | 5,955 | $ | 6,150 | ||||||||||||||||||||||||||||||||||
|
Royal Coachman
|
1070 Laurel Road East | Nokomis | FL | 34275 | RV | 111 | 546 | 430 | 100.0 | % | 100.0 | % | $ | 6,139 | $ | 6,042 | ||||||||||||||||||||||||||||||||||
|
Silver Dollar
|
12515 Silver Dollar Drive | Odessa | FL | 33556 | RV | 412 | 459 | 392 | 100.0 | % | 100.0 | % | $ | 5,323 | $ | 4,776 | ||||||||||||||||||||||||||||||||||
|
Terra Ceia
|
9303 Bayshore Road | Palmetto | FL | 34221 | RV | 18 | 203 | 132 | 100.0 | % | 100.0 | % | $ | 3,581 | $ | 3,555 | ||||||||||||||||||||||||||||||||||
|
Lakes at Countrywood
|
745 Arbor Estates Way | Plant City | FL | 33565 | MH | 122 | 424 | 424 | 93.4 | % | 92.7 | % | $ | 4,190 | $ | 3,959 | ||||||||||||||||||||||||||||||||||
|
Meadows at Countrywood
|
745 Arbor Estates Way | Plant City | FL | 33565 | MH | 140 | 13 | 110 | 799 | 799 | 95.6 | % | 95.4 | % | $ | 5,008 | $ | 4,699 | ||||||||||||||||||||||||||||||||
|
Oaks at Countrywood
|
745 Arbor Estates Way | Plant City | FL | 33565 | MH | 44 | 168 | 168 | 76.2 | % | 76.2 | % | $ | 4,290 | $ | 3,984 | ||||||||||||||||||||||||||||||||||
|
Harbor Lakes
|
3737 El Jobean Road #294 | Port Charlotte | FL | 33953 | RV | 80 | 528 | 294 | 100.0 | % | 100.0 | % | $ | 4,555 | $ | 4,470 | ||||||||||||||||||||||||||||||||||
|
Gulf View
|
10205 Burnt Store Road | Punta Gorda | FL | 33950 | RV | 78 | 206 | 53 | 100.0 | % | 100.0 | % | $ | 4,505 | $ | 4,328 | ||||||||||||||||||||||||||||||||||
|
Tropical Palms MHC
|
17100 Tamiami Trailem
|
Punta Gorda | FL | 33955 | MH | 50 | 294 | 294 | 88.1 | % | 86.5 | % | $ | 3,473 | $ | 3,240 | ||||||||||||||||||||||||||||||||||
|
Winds of St. Armands No
|
4000 N. Tuttle Ave.
|
Sarasota | FL | 34234 | MH | 74 | 471 | 471 | 94.9 | % | 94.9 | % | $ | 6,427 | $ | 6,402 | ||||||||||||||||||||||||||||||||||
|
Winds of St. Armands So
|
3000 N. Tuttle Ave.
|
Sarasota | FL | 34234 | MH | 61 | 306 | 306 | 98.4 | % | 99.3 | % | $ | 6,291 | $ | 5,915 | ||||||||||||||||||||||||||||||||||
|
Peace River
|
2555 US Highway 17 | South Wauchula | FL | 33873 | RV | 72 | 38 | 454 | 18 | 100.0 | % | — | (b) | $ | 1,979 | — | ||||||||||||||||||||||||||||||||||
|
Topics
|
13063 County Line Road | Spring Hill | FL | 34609 | RV | 35 | 230 | 197 | 100.0 | % | 100.0 | % | $ | 3,022 | $ | 2,889 | ||||||||||||||||||||||||||||||||||
|
Pine Island
|
5120 Stringfellow Road | St. James City | FL | 33956 | RV | 31 | 363 | 81 | 100.0 | % | 100.0 | % | $ | 4,927 | $ | 5,010 | ||||||||||||||||||||||||||||||||||
|
Bay Indies
|
950 Ridgewood Ave | Venice | FL | 34285 | MH | 210 | 1,309 | 1,309 | 93.1 | % | 93.3 | % | $ | 7,127 | $ | 6,683 | ||||||||||||||||||||||||||||||||||
|
Ramblers Rest
|
1300 North River Rd. | Venice | FL | 34293 | RV | 117 | 647 | 431 | 100.0 | % | 100.0 | % | $ | 4,747 | $ | 4,677 | ||||||||||||||||||||||||||||||||||
|
Sixth Avenue
|
39345 6th Avenue | Zephyrhills | FL | 33542 | MH | 14 | 140 | 140 | 87.1 | % | 91.0 | % | $ | 2,468 | $ | 2,436 | ||||||||||||||||||||||||||||||||||
|
Total Florida Market:
|
7,162 | 410 | 1,604 | 36,802 | 28,233 | 93.2 | % | 93.6 | % | $ | 4,996 | $ | 4,925 | |||||||||||||||||||||||||||||||||||||
|
California
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Northern California:
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Monte del Lago
|
13100 Monte del Lago | Castroville | CA | 95012 | MH | 54 | 310 | 310 | 95.5 | % | 96.8 | % | $ | 12,679 | $ | 12,282 | ||||||||||||||||||||||||||||||||||
|
Colony Park
|
3939 Central Avenue | Ceres | CA | 95307 | MH | 20 | 186 | 186 | 94.1 | % | 90.9 | % | $ | 6,417 | $ | 6,713 | ||||||||||||||||||||||||||||||||||
|
Russian River
|
33655 Geysers Rd | Cloverdale | CA | 95425 | RV | 41 | 135 | 10 | 100.0 | % | — | (b) | $ | 2,468 | — | |||||||||||||||||||||||||||||||||||
|
Snowflower
|
41776 Yuba Gap Dr | Emigrant Gap | CA | 95715 | RV | 551 | 200 | 268 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
|
Four Seasons
|
3138 West Dakota | Fresno | CA | 93722 | MH | 40 | 242 | 242 | 90.5 | % | 88.4 | % | $ | 4,194 | $ | 4,163 | ||||||||||||||||||||||||||||||||||
|
Yosemite Lakes
|
31191 Harden Flat Rd | Groveland | CA | 95321 | RV | 403 | 30 | 111 | 299 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
21
Table of Contents
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Number
|
Annual
|
Annual
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Develo-
|
Number
|
of Annual
|
Site
|
Site
|
Annual
|
Annual
|
||||||||||||||||||||||||||||||||||||||||||||
|
pable
|
of Sites
|
Sites
|
Occupancy
|
Occupancy
|
Rent
|
Rent
|
||||||||||||||||||||||||||||||||||||||||||||
|
Acres
|
Acres
|
Expansion
|
as of
|
as of
|
as of
|
as of
|
as of
|
as of
|
||||||||||||||||||||||||||||||||||||||||||
|
Property
|
Address | City | State | ZIP | MH/RV | (c) | (d) | Sites(e) | 12/31/09 | 12/31/09 | 12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | ||||||||||||||||||||||||||||||||||||
|
Tahoe Valley
|
1175 Melba Drive | Lake Tahoe | CA | 96150 | RV | 86 | 20 | 200 | 413 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
|
Sea Oaks
|
1675 Los Osos Valley Rd., #221 | Los Osos | CA | 93402 | MH | 18 | 125 | 125 | 98.4 | % | 98.4 | % | $ | 6,063 | $ | 6,012 | ||||||||||||||||||||||||||||||||||
|
Ponderosa
|
7291 Highway 49 | Lotus | CA | 95651 | RV | 22 | 170 | 6 | 100.0 | % | — | (b) | $ | 2,616 | — | |||||||||||||||||||||||||||||||||||
|
Turtle Beach
|
703 E Williamson Rd | Manteca | CA | 95337 | RV | 39 | 79 | 8 | 100.0 | % | — | (b) | $ | 2,979 | — | |||||||||||||||||||||||||||||||||||
|
Coralwood
|
331 Coralwood | Modesto | CA | 95356 | MH | 22 | 194 | 194 | 76.3 | % | 78.9 | % | $ | 8,587 | $ | 8,433 | ||||||||||||||||||||||||||||||||||
|
Lake Minden
|
1256 Marcum Rd | Nicolaus | CA | 95659 | RV | 165 | 82 | 540 | 323 | 4 | 100.0 | % | — | (b) | $ | 2,710 | — | |||||||||||||||||||||||||||||||||
|
Lake of the Springs
|
14152 French Town Rd | Oregon House | CA | 95962 | RV | 954 | 507 | 1,014 | 541 | 68 | 100.0 | % | — | (b) | $ | 2,233 | — | |||||||||||||||||||||||||||||||||
|
Concord Cascade
|
245 Aria Drive | Pacheco | CA | 94553 | MH | 31 | 283 | 283 | 98.9 | % | 100.0 | % | $ | 7,842 | $ | 7,682 | ||||||||||||||||||||||||||||||||||
|
San Francisco RV
|
700 Palmetto Ave | Pacifica | CA | 94044 | RV | 12 | 182 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
|
Quail Meadows
|
5901 Newbrook Drive | Riverbank | CA | 95367 | MH | 20 | 146 | 146 | 94.5 | % | 96.6 | % | $ | 8,157 | $ | 8,238 | ||||||||||||||||||||||||||||||||||
|
California Hawaiian
|
3637 Snell Avenue | San Jose | CA | 95136 | MH | 50 | 418 | 418 | 98.6 | % | 99.3 | % | $ | 10,573 | $ | 10,209 | ||||||||||||||||||||||||||||||||||
|
Sunshadow
|
1350 Panoche Avenue | San Jose | CA | 95122 | MH | 30 | 121 | 121 | 98.3 | % | 98.3 | % | $ | 10,143 | $ | 9,884 | ||||||||||||||||||||||||||||||||||
|
Village of the Four Seasons
|
200 Ford Road
|
San Jose | CA | 95138 | MH | 30 | 271 | 271 | 94.5 | % | 95.2 | % | $ | 9,610 | $ | 9,348 | ||||||||||||||||||||||||||||||||||
|
Westwinds (4 Properties)
|
500 Nicholson Lane
|
San Jose | CA | 95134 | MH | 88 | 723 | 723 | 93.1 | % | 92.1 | % | $ | 11,137 | $ | 11,034 | ||||||||||||||||||||||||||||||||||
|
Laguna Lake
|
1801 Perfumo Canyon Road | San Luis Obispo | CA | 93405 | MH | 100 | 300 | 300 | 99.3 | % | 100.0 | % | $ | 5,694 | $ | 5,514 | ||||||||||||||||||||||||||||||||||
|
Contempo Marin
|
400 Yosemite Road | San Rafael | CA | 94903 | MH | 63 | 396 | 396 | 97.5 | % | 97.2 | % | $ | 8,789 | $ | 8,482 | ||||||||||||||||||||||||||||||||||
|
DeAnza Santa Cruz
|
2395 Delaware Avenue | Santa Cruz | CA | 95060 | MH | 30 | 198 | 198 | 93.9 | % | 93.9 | % | $ | 11,280 | $ | 10,165 | ||||||||||||||||||||||||||||||||||
|
Santa Cruz Ranch RV Resort
|
917 Disc Drive
|
Scotts Valley | CA | 95066 | RV | 7 | 106 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
|
Royal Oaks
|
415 Akers Drive N. | Visalia | CA | 93291 | MH | 20 | 149 | 149 | 98.7 | % | 90.6 | % | $ | 5,122 | $ | 5,215 | ||||||||||||||||||||||||||||||||||
|
Southern California:
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Soledad Canyon
|
4700 Crown Valley Rd | Acton | CA | 93510 | RV | 273 | 45 | 182 | 1,251 | 23 | 100.0 | % | — | (b) | $ | 2,887 | — | |||||||||||||||||||||||||||||||||
|
Date Palm Country Club
|
36-200 Date Palm Drive | Cathedral City | CA | 92234 | MH | 232 | 3 | 24 | 538 | 538 | 97.6 | % | 98.3 | % | $ | 11,186 | $ | 10,694 | ||||||||||||||||||||||||||||||||
|
Date Palm RV
|
36-100 Date Palm Drive | Cathedral City | CA | 92234 | RV | (f | ) | 140 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
|
Oakzanita
|
11053 Highway 79 | Descanso | CA | 91916 | RV | 145 | 5 | 146 | 8 | 100.0 | % | — | (b) | $ | 2,895 | — | ||||||||||||||||||||||||||||||||||
|
Rancho Mesa
|
450 East Bradley Ave. | El Cajon | CA | 92021 | MH | 20 | 158 | 158 | 69.0 | % | 65.8 | % | $ | 11,413 | $ | 11,259 | ||||||||||||||||||||||||||||||||||
|
Rancho Valley
|
12970 Hwy 8 Business | El Cajon | CA | 92021 | MH | 19 | 140 | 140 | 97.9 | % | 97.9 | % | $ | 11,498 | $ | 11,191 | ||||||||||||||||||||||||||||||||||
|
Royal Holiday
|
4400 W Florida Ave | Hemet | CA | 92545 | MH | 22 | 196 | 196 | 63.3 | % | 66.5 | % | $ | 4,882 | $ | 4,860 | ||||||||||||||||||||||||||||||||||
|
Idyllwild
|
24400 Canyon Trail Drive | Idyllwild | CA | 92549 | RV | 191 | 52 | 120 | 287 | 27 | 100.0 | % | — | (b) | $ | 2,424 | — | |||||||||||||||||||||||||||||||||
|
Pio Pico
|
14615 Otay Lakes Rd | Jamul | CA | 91935 | RV | 176 | 10 | 512 | 80 | 100.0 | % | — | (b) | $ | 3,509 | — | ||||||||||||||||||||||||||||||||||
|
Wilderness Lakes
|
30605 Briggs Rd | Menifee | CA | 92584 | RV | 73 | 529 | 11 | 100.0 | % | — | (b) | $ | 3,774 | — | |||||||||||||||||||||||||||||||||||
|
Morgan Hill
|
12895 Uvas Rd | Morgan Hill | CA | 95037 | RV | 62 | 339 | 17 | 100.0 | % | — | (b) | $ | 3,191 | — | |||||||||||||||||||||||||||||||||||
|
Pacific Dunes Ranch
|
1205 Silver Spur Place | Oceana | CA | 93445 | RV | 48 | 215 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
|
San Benito
|
16225 Cienega Rd | Paicines | CA | 95043 | RV | 199 | 23 | 523 | 27 | 100.0 | % | — | (b) | $ | 2,647 | — | ||||||||||||||||||||||||||||||||||
|
Palm Springs
|
77500 Varner Rd | Palm Desert | CA | 92211 | RV | 35 | 401 | 42 | 100.0 | % | — | (b) | $ | 3,311 | — | |||||||||||||||||||||||||||||||||||
|
Las Palmas
|
1025 S. Riverside Ave. | Rialto | CA | 92376 | MH | 18 | 136 | 136 | 100.0 | % | 100.0 | % | $ | 5,713 | $ | 5,452 | ||||||||||||||||||||||||||||||||||
|
Parque La Quinta
|
350 S. Willow Ave. #120 | Rialto | CA | 92376 | MH | 19 | 166 | 166 | 100.0 | % | 99.4 | % | $ | 5,698 | $ | 5,407 | ||||||||||||||||||||||||||||||||||
|
Rancho Oso
|
3750 Paradise Rd | Santa Barbara | CA | 93105 | RV | 310 | 40 | 187 | 17 | 100.0 | % | — | (b) | $ | 3,229 | — | ||||||||||||||||||||||||||||||||||
|
Meadowbrook
|
8301 Mission Gorge Rd. | Santee | CA | 92071 | MH | 43 | 338 | 338 | 99.4 | % | 97.9 | % | $ | 9,018 | $ | 8,926 | ||||||||||||||||||||||||||||||||||
|
Lamplighter
|
10767 Jamacha Blvd. | Spring Valley | CA | 91978 | MH | 32 | 270 | 270 | 95.6 | % | 96.7 | % | $ | 11,828 | $ | 11,471 | ||||||||||||||||||||||||||||||||||
|
Santiago Estates
|
13691 Gavina Ave. #632 | Sylmar | CA | 91342 | MH | 113 | 9 | 300 | 300 | 100.0 | % | 100.0 | % | $ | 11,031 | $ | 10,555 | |||||||||||||||||||||||||||||||||
|
Total California Market
|
4,926 | 1,026 | 2,191 | 13,350 | 6,652 | 95.9 | % | 93.3 | % | $ | 6,564 | $ | 8,466 | |||||||||||||||||||||||||||||||||||||
|
Arizona
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Countryside RV
|
2701 S. Idaho Rd | Apache Junction | AZ | 85219 | RV | 53 | 560 | 294 | 100.0 | % | 100.0 | % | $ | 3,022 | $ | 2,931 | ||||||||||||||||||||||||||||||||||
|
Golden Sun RV
|
999 W Broadway Ave | Apache Junction | AZ | 85220 | RV | 33 | 329 | 217 | 100.0 | % | 100.0 | % | $ | 2,998 | $ | 2,845 | ||||||||||||||||||||||||||||||||||
|
Casita Verde RV
|
2200 N. Trekell Rd.
|
Casa Grande | AZ | 85222 | RV | 14 | 192 | 104 | 100.0 | % | 100.0 | % | $ | 2,309 | $ | 2,222 | ||||||||||||||||||||||||||||||||||
|
Fiesta Grande RV
|
1511 East Florence Blvd. | Casa Grande | AZ | 85222 | RV | 77 | 767 | 485 | 100.0 | % | 100.0 | % | $ | 2,719 | $ | 2,610 | ||||||||||||||||||||||||||||||||||
|
Foothills West RV
|
10167 N. Encore Dr.
|
Casa Grande | AZ | 85222 | RV | 16 | 188 | 129 | 100.0 | % | 100.0 | % | $ | 2,299 | $ | 2,199 | ||||||||||||||||||||||||||||||||||
22
Table of Contents
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Number
|
Annual
|
Annual
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Develo-
|
Number
|
of Annual
|
Site
|
Site
|
Annual
|
Annual
|
||||||||||||||||||||||||||||||||||||||||||||
|
pable
|
of Sites
|
Sites
|
Occupancy
|
Occupancy
|
Rent
|
Rent
|
||||||||||||||||||||||||||||||||||||||||||||
|
Acres
|
Acres
|
Expansion
|
as of
|
as of
|
as of
|
as of
|
as of
|
as of
|
||||||||||||||||||||||||||||||||||||||||||
|
Property
|
Address | City | State | ZIP | MH/RV | (c) | (d) | Sites(e) | 12/31/09 | 12/31/09 | 12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | ||||||||||||||||||||||||||||||||||||
|
Verde Valley
|
6400 Thousand Trails Rd, SP # 16 | Cottonwood | AZ | 86326 | RV | 273 | 129 | 515 | 352 | 37 | 100.0 | % | — | (b) | $ | 2,685 | — | |||||||||||||||||||||||||||||||||
|
Casa del Sol East II
|
10960 N. 67th Avenue | Glendale | AZ | 85304 | MH | 29 | 239 | 239 | 84.1 | % | 84.5 | % | $ | 6,756 | $ | 6,733 | ||||||||||||||||||||||||||||||||||
|
Casa del Sol East III
|
10960 N. 67th Avenue | Glendale | AZ | 85304 | MH | 28 | 236 | 236 | 78.8 | % | 81.8 | % | $ | 6,912 | $ | 6,720 | ||||||||||||||||||||||||||||||||||
|
Palm Shadows
|
7300 N. 51st. Avenue | Glendale | AZ | 85301 | MH | 33 | 294 | 294 | 90.5 | % | 82.7 | % | $ | 5,484 | $ | 5,257 | ||||||||||||||||||||||||||||||||||
|
Monte Vista
|
8865 E. Baseline Road | Mesa | AZ | 85209 | RV | 142 | 56 | 515 | 832 | 765 | 100.0 | % | 100.0 | % | $ | 5,295 | $ | 5,111 | ||||||||||||||||||||||||||||||||
|
Viewpoint
|
8700 E. University | Mesa | AZ | 85207 | RV | 332 | 55 | 467 | 1,954 | 1,537 | 100.0 | % | 100.0 | % | $ | 4,873 | $ | 4,695 | ||||||||||||||||||||||||||||||||
|
Hacienda de Valencia
|
201 S. Greenfield Rd.
|
Mesa | AZ | 85206 | MH | 51 | 366 | 366 | 97.0 | % | 98.4 | % | $ | 6,016 | $ | 5,897 | ||||||||||||||||||||||||||||||||||
|
The Highlands at Brentwood
|
120 North Val Vista Drive | Mesa | AZ | 85213 | MH | 45 | 268 | 268 | 99.3 | % | 99.3 | % | $ | 6,635 | $ | 6,551 | ||||||||||||||||||||||||||||||||||
|
The Mark
|
625 West McKellips | Mesa | AZ | 85201 | MH | 60 | 4 | 410 | 410 | 64.1 | % | 62.9 | % | $ | 5,656 | $ | 5,383 | |||||||||||||||||||||||||||||||||
|
Apollo Village
|
10701 N. 99th Ave. | Peoria | AZ | 85345 | MH | 29 | 3 | 238 | 238 | 97.1 | % | 92.4 | % | $ | 5,194 | $ | 5,393 | |||||||||||||||||||||||||||||||||
|
Casa del Sol West I
|
11411 N. 91st Avenue | Peoria | AZ | 85345 | MH | 31 | 245 | 245 | 94.7 | % | 94.3 | % | $ | 6,273 | $ | 6,293 | ||||||||||||||||||||||||||||||||||
|
Carefree Manor
|
19602 N. 32nd Street
|
Phoenix | AZ | 85050 | MH | 16 | 130 | 130 | 97.7 | % | 93.1 | % | $ | 4,832 | $ | 4,929 | ||||||||||||||||||||||||||||||||||
|
Central Park
|
205 West Bell Road | Phoenix | AZ | 85023 | MH | 37 | 293 | 293 | 99.3 | % | 99.0 | % | $ | 5,992 | $ | 5,901 | ||||||||||||||||||||||||||||||||||
|
Desert Skies
|
19802 N. 32 Street | Phoenix | AZ | 85024 | MH | 24 | 165 | 165 | 99.4 | % | 100.0 | % | $ | 5,306 | $ | 5,130 | ||||||||||||||||||||||||||||||||||
|
Sunrise Heights
|
17801 North 16th Street | Phoenix | AZ | 85022 | MH | 28 | 199 | 199 | 98.0 | % | 94.0 | % | $ | 5,733 | $ | 5,657 | ||||||||||||||||||||||||||||||||||
|
Whispering Palms
|
19225 N. Cave Creek Rd. | Phoenix | AZ | 85024 | MH | 15 | 116 | 116 | 96.6 | % | 94.8 | % | $ | 4,644 | $ | 4,507 | ||||||||||||||||||||||||||||||||||
|
Sedona Shadows
|
6770 W. U.S. Hwy 89A | Sedona | AZ | 86336 | MH | 48 | 6 | 10 | 198 | 198 | 99.5 | % | 100.0 | % | $ | 7,503 | $ | 7,074 | ||||||||||||||||||||||||||||||||
|
Venture In
|
270 N. Clark Rd. | Show Low | AZ | 85901 | RV | 26 | 389 | 278 | 100.0 | % | 100.0 | % | $ | 2,835 | $ | 2,699 | ||||||||||||||||||||||||||||||||||
|
Paradise
|
10950 W. Union Hill Drive | Sun City | AZ | 85373 | RV | 80 | 950 | 816 | 100.0 | % | 100.0 | % | $ | 3,957 | $ | 3,764 | ||||||||||||||||||||||||||||||||||
|
The Meadows
|
2401 W. Southern Ave. | Tempe | AZ | 85282 | MH | 60 | 391 | 391 | 97.2 | % | 94.4 | % | $ | 6,430 | $ | 6,171 | ||||||||||||||||||||||||||||||||||
|
Fairview Manor
|
3115 N. Fairview Avenue | Tucson | AZ | 85705 | MH | 28 | 237 | 237 | 81.9 | % | 80.9 | % | $ | 4,564 | $ | 4,636 | ||||||||||||||||||||||||||||||||||
|
Araby
|
6649 E. 32nd. St. | Yuma | AZ | 85365 | RV | 25 | 337 | 294 | 100.0 | % | 100.0 | % | $ | 3,123 | $ | 3,015 | ||||||||||||||||||||||||||||||||||
|
Cactus Gardens
|
10657 S. Ave. 9-E | Yuma | AZ | 85365 | RV | 43 | 430 | 295 | 100.0 | % | 100.0 | % | $ | 2,120 | $ | 2,057 | ||||||||||||||||||||||||||||||||||
|
Capri RV
|
3380 South 4th Ave | Yuma | AZ | 85365 | RV | 20 | 303 | 243 | 100.0 | % | 100.0 | % | $ | 2,795 | $ | 2,791 | ||||||||||||||||||||||||||||||||||
|
Desert Paradise
|
10537 South Ave., 9E | Yuma | AZ | 85365 | RV | 26 | 260 | 122 | 100.0 | % | 100.0 | % | $ | 2,170 | $ | 2,076 | ||||||||||||||||||||||||||||||||||
|
Foothill
|
12705 E. South Frontage Rd. | Yuma | AZ | 85367 | RV | 18 | 180 | 74 | 100.0 | % | 100.0 | % | $ | 2,131 | $ | 2,115 | ||||||||||||||||||||||||||||||||||
|
Mesa Verde
|
3649 & 3749 South 4th Ave. | Yuma | AZ | 85365 | RV | 28 | 345 | 311 | 100.0 | % | 100.0 | % | $ | 2,679 | $ | 2,637 | ||||||||||||||||||||||||||||||||||
|
Suni Sands
|
1960 East 32nd Street | Yuma | AZ | 85365 | RV | 34 | 336 | 197 | 100.0 | % | 100.0 | % | $ | 2,607 | $ | 2,539 | ||||||||||||||||||||||||||||||||||
|
Total Arizona Market
|
1,802 | 253 | 1,507 | 12,729 | 10,223 | 96.2 | % | 95.4 | % | $ | 4,380 | $ | 4,329 | |||||||||||||||||||||||||||||||||||||
|
Colorado
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Hillcrest Village
|
1600 Sable Boulevard | Aurora | CO | 80011 | MH | 72 | 601 | 601 | 83.7 | % | 81.0 | % | $ | 6,771 | $ | 6,672 | ||||||||||||||||||||||||||||||||||
|
Cimarron
|
12205 North Perry | Broomfield | CO | 80020 | MH | 50 | 327 | 327 | 81.7 | % | 82.6 | % | $ | 6,756 | $ | 6,483 | ||||||||||||||||||||||||||||||||||
|
Holiday Village
|
3405 Sinton Road | Co. Springs | CO | 80907 | MH | 38 | 240 | 240 | 73.3 | % | 75.8 | % | $ | 6,869 | $ | 6,678 | ||||||||||||||||||||||||||||||||||
|
Bear Creek
|
3500 South King Street | Denver | CO | 80236 | MH | 12 | 124 | 124 | 89.5 | % | 91.8 | % | $ | 6,659 | $ | 6,498 | ||||||||||||||||||||||||||||||||||
|
Holiday Hills
|
2000 West 92nd Avenue | Denver | CO | 80260 | MH | 99 | 736 | 736 | 81.8 | % | 83.3 | % | $ | 6,654 | $ | 6,525 | ||||||||||||||||||||||||||||||||||
|
Golden Terrace
|
17601 West Colfax Ave. | Golden | CO | 80401 | MH | 32 | 265 | 265 | 80.8 | % | 82.6 | % | $ | 7,293 | $ | 7,211 | ||||||||||||||||||||||||||||||||||
|
Golden Terrace South
|
17601 West Colfax Ave. | Golden | CO | 80401 | MH | 15 | 80 | 80 | 60.0 | % | 67.5 | % | $ | 7,146 | $ | 7,080 | ||||||||||||||||||||||||||||||||||
|
Golden Terrace South RV
|
17801 West Colfax Ave. | Golden | CO | 80401 | RV | (f | ) | 80 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
|
Golden Terrace West
|
17601 West Colfax Ave. | Golden | CO | 80401 | MH | 39 | 7 | 316 | 316 | 76.6 | % | 81.3 | % | $ | 7,112 | $ | 7,049 | |||||||||||||||||||||||||||||||||
|
Pueblo Grande
|
999 Fortino Blvd. West | Pueblo | CO | 81008 | MH | 33 | 251 | 251 | 79.7 | % | 84.1 | % | $ | 4,046 | $ | 4,005 | ||||||||||||||||||||||||||||||||||
|
Woodland Hills
|
1500 W. Thornton Pkwy. | Thorton | CO | 80260 | MH | 55 | 434 | 434 | 80.2 | % | 80.2 | % | $ | 6,464 | $ | 6,208 | ||||||||||||||||||||||||||||||||||
|
Total Colorado Market
|
445 | 7 | 0 | 3,454 | 3,374 | 78.7 | % | 81.0 | % | $ | 6,577 | $ | 6,441 | |||||||||||||||||||||||||||||||||||||
23
Table of Contents
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Number
|
Annual
|
Annual
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Develo-
|
Number
|
of Annual
|
Site
|
Site
|
Annual
|
Annual
|
||||||||||||||||||||||||||||||||||||||||||||
|
pable
|
of Sites
|
Sites
|
Occupancy
|
Occupancy
|
Rent
|
Rent
|
||||||||||||||||||||||||||||||||||||||||||||
|
Acres
|
Acres
|
Expansion
|
as of
|
as of
|
as of
|
as of
|
as of
|
as of
|
||||||||||||||||||||||||||||||||||||||||||
|
Property
|
Address | City | State | ZIP | MH/RV | (c) | (d) | Sites(e) | 12/31/09 | 12/31/09 | 12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | ||||||||||||||||||||||||||||||||||||
|
Northeast
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Waterford
|
205 Joan Drive | Bear | DE | 19701 | MH | 159 | 731 | 731 | 96.4 | % | 95.5 | % | $ | 6,300 | $ | 6,134 | ||||||||||||||||||||||||||||||||||
|
Whispering Pines
|
32045 Janice Road | Lewes | DE | 19958 | MH | 67 | 2 | 393 | 393 | 80.7 | % | 82.4 | % | $ | 4,842 | $ | 4,580 | |||||||||||||||||||||||||||||||||
|
Mariners Cove
|
35356 Sussex Lane #1 | Millsboro | DE | 19966 | MH | 101 | 375 | 375 | 96.8 | % | 95.7 | % | $ | 6,926 | $ | 6,923 | ||||||||||||||||||||||||||||||||||
|
Aspen Meadows
|
303 Palace Lane | Rehoboth | DE | 19971 | MH | 46 | 200 | 200 | 100.0 | % | 100.0 | % | $ | 5,476 | $ | 5,117 | ||||||||||||||||||||||||||||||||||
|
Camelot Meadows
|
303 Palace Lane | Rehoboth | DE | 19971 | MH | 61 | 301 | 301 | 100.0 | % | 99.7 | % | $ | 5,157 | $ | 4,854 | ||||||||||||||||||||||||||||||||||
|
McNicol
|
303 Palace Lane | Rehoboth | DE | 19971 | MH | 25 | 93 | 93 | 98.9 | % | 98.9 | % | $ | 4,865 | $ | 4,565 | ||||||||||||||||||||||||||||||||||
|
Sweetbriar
|
83 Big Burn Lane | Rehoboth | DE | 19958 | MH | 38 | 146 | 146 | 98.6 | % | 98.6 | % | $ | 4,872 | $ | 4,677 | ||||||||||||||||||||||||||||||||||
|
Gateway to Cape Cod
|
90 Stevens Rd PO Box 217 | Rochester | MA | 02770 | RV | 80 | 194 | 33 | 100.0 | % | — | (b) | $ | 1,672 | — | |||||||||||||||||||||||||||||||||||
|
Old Chatham RV
|
310 Old Chatham Road | South Dennis | MA | 02660 | RV | 47 | 11 | 312 | 266 | 100.0 | % | 100.0 | % | $ | 3,621 | $ | 3,625 | |||||||||||||||||||||||||||||||||
|
Sturbridge
|
19 Mashapaug Rd | Sturbridge | MA | 01566 | RV | 223 | 155 | 23 | 100.0 | % | — | (b) | $ | 2,092 | — | |||||||||||||||||||||||||||||||||||
|
Mount Desert Narrows
|
1219 State Highway 3 | Bar Harbor | ME | 04609 | RV | 90 | 12 | 206 | 5 | 100.0 | % | — | $ | 2,600 | — | |||||||||||||||||||||||||||||||||||
|
Patten Pond
|
1470 Bucksport Road | Ellsworth | ME | 04605 | RV | 43 | 60 | 137 | 21 | 100.0 | % | 100.0 | % | $ | 2,248 | $ | 2,450 | |||||||||||||||||||||||||||||||||
|
Moody Beach
|
266 Post Road | Moody | ME | 04054 | RV | 48 | 203 | 53 | 100.0 | % | — | (b) | $ | 2,621 | — | |||||||||||||||||||||||||||||||||||
|
Pinehurst RV Park
|
7 Oregon Avenue, P.O. Box 174 | Old Orchard Beach | ME | 04064 | RV | 58 | 550 | 506 | 100.0 | % | 100.0 | % | $ | 2,782 | $ | 2,700 | ||||||||||||||||||||||||||||||||||
|
Narrows Too
|
1150 Bar Harbor Road | Trenton | ME | 04605 | RV | 42 | 207 | 7 | 100.0 | % | 100.0 | % | $ | 2,357 | $ | 3,165 | ||||||||||||||||||||||||||||||||||
|
Forest Lake
|
192 Thousand Trails Dr | Advance | NC | 27006 | RV | 306 | 81 | 305 | 16 | 100.0 | % | — | (b) | $ | 2,117 | — | ||||||||||||||||||||||||||||||||||
|
Scenic
|
1314 Tunnel Rd. | Asheville | NC | 28805 | MH | 28 | 205 | 205 | 77.1 | % | 94.2 | % | $ | 3,790 | $ | 3,537 | ||||||||||||||||||||||||||||||||||
|
Waterway RV
|
850 Cedar Point Blvd. | Cedar Point | NC | 28584 | RV | 27 | 336 | 324 | 100.0 | % | 100.0 | % | $ | 3,458 | $ | 3,220 | ||||||||||||||||||||||||||||||||||
|
Twin Lakes
|
1618 Memory Lane | Chocowinity | NC | 27817 | RV | 132 | 8 | 54 | 400 | 322 | 100.0 | % | 100.0 | % | $ | 2,765 | $ | 2,611 | ||||||||||||||||||||||||||||||||
|
Green Mountain Park
|
2495 Dimmette Rd | Lenoir | NC | 28645 | RV | 1077 | 400 | 360 | 447 | 74 | 100. | % | — | (b) | $ | 1,001 | — | |||||||||||||||||||||||||||||||||
|
Lake Gaston
|
561 Fleming Dairy Road | Littleton | NC | 27850 | RV | 69 | 235 | 99 | 100.0 | % | — | (b) | $ | 1,780 | — | |||||||||||||||||||||||||||||||||||
|
Lake Myers RV
|
2862 US Highway 64 West | Mocksville | NC | 27028 | RV | 74 | 425 | 297 | 100.0 | % | 100.0 | % | $ | 2,070 | $ | 2,046 | ||||||||||||||||||||||||||||||||||
|
Goose Creek
|
350 Red Barn Road | Newport | NC | 28570 | RV | 92 | 6 | 51 | 735 | 615 | 100.0 | % | 100.0 | % | $ | 3,519 | $ | 3,227 | ||||||||||||||||||||||||||||||||
|
Sandy Beach RV
|
677 Clement Hill Road | Contoocook | NH | 03229 | RV | 40 | 190 | 104 | 100.0 | % | 100.0 | % | $ | 3,213 | $ | 3,188 | ||||||||||||||||||||||||||||||||||
|
Tuxbury Resort
|
88 Whitehall Road | South Hampton | NH | 03827 | RV | 193 | 100 | 305 | 193 | 100.0 | % | 100.0 | % | $ | 2,903 | $ | 2,982 | |||||||||||||||||||||||||||||||||
|
Lake & Shore
|
545 Corson Tavern Rd | Ocean View | NJ | 08230 | RV | 162 | 401 | 146 | 100.0 | % | — | (b) | $ | 3,754 | — | |||||||||||||||||||||||||||||||||||
|
Chestnut Lake
|
631 Chestnut Neck Rd | Port Republic | NJ | 08241 | RV | 32 | 185 | 37 | 100.0 | % | — | (b) | $ | 1,838 | — | |||||||||||||||||||||||||||||||||||
|
Sea Pines
|
US Route #9 Box 1535 | Swainton | NJ | 08210 | RV | 75 | 549 | 191 | 100.0 | % | — | (b) | $ | 2,732 | — | |||||||||||||||||||||||||||||||||||
|
Rondout Valley Resort
|
105 Mettachonts Rd | Accord | NY | 12404 | RV | 184 | 94 | 398 | 41 | 100.0 | % | — | (b) | $ | 2,759 | — | ||||||||||||||||||||||||||||||||||
|
Alpine Lake
|
78 Heath Road | Corinth | NY | 12822 | RV | 200 | 54 | 500 | 286 | 100.0 | % | 100.0 | % | $ | 2,768 | $ | 2,697 | |||||||||||||||||||||||||||||||||
| 175 E. Schroon River Road, P.O. | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Lake George Escape
|
Box 431
|
Lake George | NY | 12845 | RV | 178 | 30 | 576 | 20 | 100.0 | % | 100.0 | % | $ | 4,710 | $ | 4,898 | |||||||||||||||||||||||||||||||||
|
Greenwood Village
|
370 Chapman Boulevard | Manorville | NY | 11949 | MH | 79 | 14 | 7 | 512 | 512 | 100.0 | % | 100.0 | % | $ | 7,098 | $ | 6,865 | ||||||||||||||||||||||||||||||||
|
Brennan Beach
|
80 Brennan Beach | Pulaski | NY | 13142 | RV | 201 | 1,377 | 1,153 | 100.0 | % | 100.0 | % | $ | 1,993 | $ | 1,977 | ||||||||||||||||||||||||||||||||||
|
Lake George Schroon Valley
|
1730 Schroon River Rd | Warrensburg | NY | 12885 | RV | 151 | 151 | 20 | 100.0 | % | — | $ | 2,403 | — | ||||||||||||||||||||||||||||||||||||
|
Sun Valley
|
451 E. Maple Grove Rd. | Bowmansville | PA | 17507 | RV | 86 | 265 | 177 | 100.0 | % | — | (a) | $ | 2,375 | — | |||||||||||||||||||||||||||||||||||
|
Green Acres
|
8785 Turkey Ridge Road | Breinigsville | PA | 18031 | MH | 149 | 595 | 595 | 91.3 | % | 91.9 | % | $ | 6,748 | $ | 6,584 | ||||||||||||||||||||||||||||||||||
|
Gettysburg Farm
|
6200 Big Mountain Rd | Dover | PA | 17315 | RV | 124 | 265 | 33 | 100.0 | % | — | (b) | $ | 1,647 | — | |||||||||||||||||||||||||||||||||||
|
Timothy Lake South
|
RR #6,Box 6627 Timothy Lake Rd | East Stroudsburg | PA | 18301 | RV | 65 | 327 | 16 | 100.0 | % | — | (b) | $ | 1,922 | — | |||||||||||||||||||||||||||||||||||
|
Timothy Lake North
|
RR #6,Box 6627 Timothy Lake Rd | East Stroudsburg | PA | 18301 | RV | 98 | 323 | 43 | 100.0 | % | — | (b) | $ | 1,843 | — | |||||||||||||||||||||||||||||||||||
|
Circle M
|
2111 Millersville Road | Lancaster | PA | 17603 | RV | 103 | 380 | 44 | 100.0 | % | — | (b) | $ | 2,068 | — | |||||||||||||||||||||||||||||||||||
|
Hershey Preserve
|
493 S. Mt. Pleasant Rd | Lebanon | PA | 17042 | RV | 196 | 20 | 297 | 35 | 100.0 | % | — | (b) | $ | 2,428 | — | ||||||||||||||||||||||||||||||||||
|
Robin Hill
|
149 Robin Hill Rd. | Lenhartsville | PA | 19534 | RV | 44 | 270 | 181 | 100.0 | % | — | (a) | $ | 2,725 | — | |||||||||||||||||||||||||||||||||||
24
Table of Contents
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Number
|
Annual
|
Annual
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Develo-
|
Number
|
of Annual
|
Site
|
Site
|
Annual
|
Annual
|
||||||||||||||||||||||||||||||||||||||||||||
|
pable
|
of Sites
|
Sites
|
Occupancy
|
Occupancy
|
Rent
|
Rent
|
||||||||||||||||||||||||||||||||||||||||||||
|
Acres
|
Acres
|
Expansion
|
as of
|
as of
|
as of
|
as of
|
as of
|
as of
|
||||||||||||||||||||||||||||||||||||||||||
|
Property
|
Address | City | State | ZIP | MH/RV | (c) | (d) | Sites(e) | 12/31/09 | 12/31/09 | 12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | ||||||||||||||||||||||||||||||||||||
|
PA Dutch County
|
185 Lehman Road | Manheim | PA | 17545 | RV | 102 | 269 | 41 | 100.0 | % | — | $ | 1,505 | — | ||||||||||||||||||||||||||||||||||||
|
Spring Gulch
|
475 Lynch Road | New Holland | PA | 17557 | RV | 114 | 420 | 96 | 100.0 | % | 100.0 | % | $ | 3,811 | $ | 3,709 | ||||||||||||||||||||||||||||||||||
|
Scotrun
|
PO Box 428 Route 611 | Scotrun | PA | 18355 | RV | 66 | 178 | 51 | 100.0 | % | — | $ | 1,891 | — | ||||||||||||||||||||||||||||||||||||
|
Appalachian
|
60 Motel Drive | Shartlesville | PA | 19554 | RV | 86 | 30 | 200 | 357 | 141 | 100.0 | % | — | $ | 2,541 | — | ||||||||||||||||||||||||||||||||||
|
Carolina Landing
|
120 Carolina Landing Dr | Fair Play | SC | 29643 | RV | 73 | 192 | 9 | 100.0 | % | — | $ | 1,456 | — | ||||||||||||||||||||||||||||||||||||
|
Inlet Oaks
|
5350 Highway 17 | Murrells Inlet | SC | 29576 | MH | 35 | 172 | 172 | 98.3 | % | 94.9 | % | $ | 3,569 | $ | 3,545 | ||||||||||||||||||||||||||||||||||
|
The Oaks at Point South
|
1292 Campground Rd
|
Yemassee | SC | 29945 | RV | 10 | 93 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
|
Meadows of Chantilly
|
4200 Airline Parkway | Chantilly | VA | 22021 | MH | 82 | 500 | 500 | 94.4 | % | 93.4 | % | $ | 10,081 | $ | 9,625 | ||||||||||||||||||||||||||||||||||
|
Harbor View
|
15 Harbor View Circle | Colonial Beach | VA | 22443 | RV | 76 | 146 | — | 100.0 | % | — | (b) | — | — | ||||||||||||||||||||||||||||||||||||
|
Lynchburg
|
405 Mollies Creek Rd | Gladys | VA | 24554 | RV | 170 | 59 | 222 | 15 | 100.0 | % | — | (b) | $ | 1,030 | — | ||||||||||||||||||||||||||||||||||
|
Chesapeake Bay
|
12014 Trails Lane | Gloucester | VA | 23061 | RV | 282 | 80 | 392 | 96 | 100.0 | % | — | (b) | $ | 2,457 | — | ||||||||||||||||||||||||||||||||||
|
Virginia Landing
|
40226 Upshur Neck Rd | Quinby | VA | 23423 | RV | 839 | 178 | 233 | 13 | 100.0 | % | — | (b) | $ | 630 | — | ||||||||||||||||||||||||||||||||||
|
Williamsburg
|
4301 Rochambeau Drive | Williamsburg | VA | 23188 | RV | 65 | 211 | 28 | 100.0 | % | — | (b) | $ | 1,700 | — | |||||||||||||||||||||||||||||||||||
|
Total Northeast Market
|
7,293 | 1,239 | 672 | 18,542 | 10,094 | 98.7 | % | 98.1 | % | $ | 3,161 | $ | 4,212 | |||||||||||||||||||||||||||||||||||||
|
Midwest
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Hidden Cove Outdoor Resort
|
687 Country Road 3916 | Arley | AL | 35541 | RV | 81 | 60 | 200 | 79 | 3 | 100.0 | % | — | (b) | $ | 1,600 | — | |||||||||||||||||||||||||||||||||
|
O’Connell’s
|
970 Green Wing Road | Amboy | IL | 61310 | RV | 286 | 100 | 600 | 668 | 355 | 100.0 | % | 100.0 | % | $ | 2,648 | $ | 2,632 | ||||||||||||||||||||||||||||||||
|
Pine Country
|
5710 Shattuck Road | Belvidere | IL | 61008 | RV | 131 | 126 | 64 | 100.0 | % | — | (b) | $ | 1,606 | — | |||||||||||||||||||||||||||||||||||
|
Willow Lake Estates
|
161 West River Road | Elgin | IL | 60123 | MH | 111 | 617 | 617 | 66.6 | % | 68.2 | % | $ | 9,237 | $ | 9,225 | ||||||||||||||||||||||||||||||||||
|
Golf Vista Estates
|
25807 Firestone Drive | Monee | IL | 60449 | MH | 144 | 4 | 408 | 408 | 93.4 | % | 94.6 | % | $ | 6,995 | $ | 6,891 | |||||||||||||||||||||||||||||||||
|
Indian Lakes
|
7234 E. SR Highway 46 | Batesville | IN | 47006 | RV | 545 | 159 | 318 | 1,000 | 182 | 100.0 | % | — | (b) | $ | 1,664 | — | |||||||||||||||||||||||||||||||||
|
Horsehoe Lakes
|
12962 S. 225 W. | Clinton | IN | 47842 | RV | 289 | 96 | 96 | 123 | 2 | 100.0 | % | — | (b) | $ | 1,040 | — | |||||||||||||||||||||||||||||||||
|
Twin Mills RV
|
1675 W SR 120 | Howe | IN | 46746 | RV | 137 | 5 | 50 | 501 | 210 | 100.0 | % | 100.0 | % | $ | 2,076 | $ | 2,042 | ||||||||||||||||||||||||||||||||
|
Lakeside
|
7089 N. Chicago Road | New Carlisle | IN | 46552 | RV | 13 | 91 | 65 | 100.0 | % | 100.0 | % | $ | 2,312 | $ | 2,187 | ||||||||||||||||||||||||||||||||||
|
Oak Tree Village
|
254 Sandalwood Ave. | Portage | IN | 46368 | MH | 76 | 361 | 361 | 69.0 | % | 70.6 | % | $ | 5,159 | $ | 5,036 | ||||||||||||||||||||||||||||||||||
|
Diamond Caverns Resort
|
1878 Mammoth Cave Pkwy | Park City | KY | 42160 | RV | 714 | 350 | 469 | 220 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
|
Bear Cave Resort
|
4085 N. Red Bud Trail | Buchanan | MI | 49107 | RV | 26 | 10 | 136 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
|
Saint Claire
|
1299 Wadhams Rd | Saint Claire | MI | 48079 | RV | 210 | 100 | 229 | 15 | 100.0 | % | — | (b) | $ | 1,729 | — | ||||||||||||||||||||||||||||||||||
|
Creekside
|
5100 Clyde Pk. Ave. SW | Wyoming | MI | 49509 | MH | 29 | 165 | 165 | 57.6 | % | 64.2 | % | $ | 5,747 | $ | 5,722 | ||||||||||||||||||||||||||||||||||
|
Kenisee Lake
|
2021 Mill Creek Rd | Jefferson | OH | 44047 | RV | 143 | 50 | 119 | 2 | 100.0 | % | — | (b) | $ | 1,150 | — | ||||||||||||||||||||||||||||||||||
|
Wilmington
|
1786 S.R. 380 | Wilmington | OH | 45177 | RV | 109 | 41 | 169 | 43 | 100.0 | % | — | (b) | $ | 1,435 | — | ||||||||||||||||||||||||||||||||||
|
Natchez Trace
|
1363 Napier Rd | Hohenwald | TN | 38462 | RV | 672 | 140 | 531 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
|
Cherokee Landing
|
PO Box 37 | Middleton | TN | 38052 | RV | 254 | 124 | 339 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
|
Fremont
|
E. 6506 Highway 110 | Fremont | WI | 54940 | RV | 98 | 5 | 325 | 61 | 100.0 | % | 100.0 | % | $ | 2,816 | $ | 2,750 | |||||||||||||||||||||||||||||||||
|
Yukon Trails
|
N2330 Co Rd. HH | Lyndon Station | WI | 53944 | RV | 150 | 30 | 214 | 124 | 100.0 | % | 100.0 | % | $ | 1,660 | $ | 1,616 | |||||||||||||||||||||||||||||||||
|
Plymouth Rock
|
N. 7271 Lando St. | Plymouth | WI | 53073 | RV | 133 | 609 | 406 | 100.0 | % | — | (a) | $ | 2,048 | — | |||||||||||||||||||||||||||||||||||
|
Tranquil Timbers
|
3668 Grondin Road | Sturgeon Bay | WI | 54235 | RV | 125 | 270 | 141 | 100.0 | % | 100.0 | % | $ | 1,742 | $ | 1,719 | ||||||||||||||||||||||||||||||||||
|
Arrowhead
|
W1530 Arrowhead Road | Wisconsin Dells | WI | 53965 | RV | 166 | 40 | 200 | 377 | 151 | 100.0 | % | 100.0 | % | $ | 1,644 | $ | 1,578 | ||||||||||||||||||||||||||||||||
|
Total Midwest Market
|
4,642 | 1,314 | 1,933 | 7,677 | 3,375 | 94.0 | % | 90.7 | % | $ | 2,858 | $ | 3,808 | |||||||||||||||||||||||||||||||||||||
|
Nevada, Utah, New Mexico
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Bonanza
|
3700 East Stewart Ave | Las Vegas | NV | 89110 | MH | 43 | 353 | 353 | 64.3 | % | 63.5 | % | $ | 6,083 | $ | 6,053 | ||||||||||||||||||||||||||||||||||
|
Boulder Cascade
|
1601 South Sandhill Rd | Las Vegas | NV | 89104 | MH | 39 | 299 | 299 | 80.9 | % | 77.3 | % | $ | 6,567 | $ | 6,599 | ||||||||||||||||||||||||||||||||||
|
Cabana
|
5303 East Twain | Las Vegas | NV | 89122 | MH | 37 | 263 | 263 | 95.8 | % | 98.5 | % | $ | 6,848 | $ | 6,566 | ||||||||||||||||||||||||||||||||||
|
Flamingo West
|
8122 West Flamingo Rd. | Las Vegas | NV | 89147 | MH | 37 | 258 | 258 | 96.9 | % | 99.6 | % | $ | 7,536 | $ | 7,216 | ||||||||||||||||||||||||||||||||||
|
Villa Borega
|
1111 N. Lamb Boulevard | Las Vegas | NV | 89110 | MH | 40 | 293 | 293 | 80.2 | % | 84.0 | % | $ | 6,595 | $ | 6,714 | ||||||||||||||||||||||||||||||||||
25
Table of Contents
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Number
|
Annual
|
Annual
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Develo-
|
Number
|
of Annual
|
Site
|
Site
|
Annual
|
Annual
|
||||||||||||||||||||||||||||||||||||||||||||
|
pable
|
of Sites
|
Sites
|
Occupancy
|
Occupancy
|
Rent
|
Rent
|
||||||||||||||||||||||||||||||||||||||||||||
|
Acres
|
Acres
|
Expansion
|
as of
|
as of
|
as of
|
as of
|
as of
|
as of
|
||||||||||||||||||||||||||||||||||||||||||
|
Property
|
Address | City | State | ZIP | MH/RV | (c) | (d) | Sites(e) | 12/31/09 | 12/31/09 | 12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | ||||||||||||||||||||||||||||||||||||
|
Las Vegas
|
4295 Boulder Highway | Las Vegas | NV | 89121 | RV | 11 | 217 | 10 | 100.0 | % | — | (b) | $ | 2,950 | — | |||||||||||||||||||||||||||||||||||
|
Westwood Village
|
1111 N. 2000 West | Farr West | UT | 84404 | MH | 46 | 314 | 314 | 93.3 | % | 94.3 | % | $ | 4,539 | $ | 4,295 | ||||||||||||||||||||||||||||||||||
|
All Seasons
|
290 N. Redwood Rd | Salt Lake City | UT | 84116 | MH | 19 | 121 | 121 | 84.3 | % | 83.5 | % | $ | 5,393 | $ | 5,321 | ||||||||||||||||||||||||||||||||||
|
Total Nevada, Utah, New Mexico Market
|
272 | 0 | 0 | 2,118 | 1,911 | 87.0 | % | 85.8 | % | $ | 5,814 | $ | 6,109 | |||||||||||||||||||||||||||||||||||||
|
Northwest
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Cultus Lake (Canada)
|
1855 Columbia Valley Hwy | Lindell Beach | BC | V2R 4W6 | RV | 15 | 178 | 22 | 100.0 | % | — | (b) | $ | 3,000 | — | |||||||||||||||||||||||||||||||||||
|
Thousand Trails Bend
|
17480 S Century Dr | Bend | OR | 97707 | RV | 289 | 100 | 145 | 351 | 10 | 100.0 | % | — | (b) | $ | 2,306 | — | |||||||||||||||||||||||||||||||||
|
Pacific City
|
30000 Sandlake Rd | Cloverdale | OR | 97112 | RV | 105 | 307 | 11 | 100.0 | % | — | (b) | $ | 3,653 | — | |||||||||||||||||||||||||||||||||||
|
South Jetty
|
05010 South Jetty Rd | Florence | OR | 97439 | RV | 57 | 204 | 3 | 100.0 | % | — | (b) | $ | 1,433 | — | |||||||||||||||||||||||||||||||||||
|
Seaside Resort
|
1703 12th Ave | Seaside | OR | 97138 | RV | 80 | 251 | 14 | 100.0 | % | — | (b) | $ | 3,314 | — | |||||||||||||||||||||||||||||||||||
|
Whaler’s Rest Resort
|
50 SE 123rd St | South Beach | OR | 97366 | RV | 39 | 170 | 12 | 100.0 | % | — | (b) | $ | 2,499 | — | |||||||||||||||||||||||||||||||||||
|
Mt. Hood
|
65000 E Highway 26 | Welches | OR | 97067 | RV | 115 | 30 | 202 | 436 | 97 | 100.0 | % | 100.0 | % | $ | 5,381 | $ | 5,229 | ||||||||||||||||||||||||||||||||
|
Shadowbrook
|
13640 S.E. Hwy 212 | Clackamas | OR | 97015 | MH | 21 | 156 | 156 | 96.8 | % | 97.4 | % | $ | 7,031 | $ | 7,456 | ||||||||||||||||||||||||||||||||||
|
Falcon Wood Village
|
1475 Green Acres Road | Eugene | OR | 97408 | MH | 23 | 183 | 183 | 86.9 | % | 86.9 | % | $ | 5,519 | $ | 5,766 | ||||||||||||||||||||||||||||||||||
|
Quail Hollow
|
2100 N.E. Sandy Blvd. | Fairview | OR | 97024 | MH | 21 | 137 | 137 | 94.9 | % | 94.2 | % | $ | 6,882 | $ | 7,314 | ||||||||||||||||||||||||||||||||||
|
Birch Bay
|
8418 Harborview Rd | Blaine | WA | 98230 | RV | 31 | 246 | 9 | 100.0 | % | — | (b) | $ | 2,356 | — | |||||||||||||||||||||||||||||||||||
|
Mt. Vernon
|
5409 N. Darrk Ln | Bow | WA | 98232 | RV | 311 | 200 | 600 | 251 | 10 | 100.0 | % | — | (b) | $ | 2,589 | — | |||||||||||||||||||||||||||||||||
|
Chehalis
|
2228 Centralia-Alpha Rd | Chehalis | WA | 98532 | RV | 309 | 85 | 360 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
|
Grandy Creek
|
7370 Russell Rd | Concrete | WA | 98237 | RV | 63 | 179 | 4 | 100.0 | % | — | (b) | $ | 2,535 | — | |||||||||||||||||||||||||||||||||||
|
La Conner
|
16362 Snee Oosh Rd | La Conner | WA | 98257 | RV | 106 | 5 | 319 | 19 | 100.0 | % | — | (b) | $ | 3,288 | — | ||||||||||||||||||||||||||||||||||
|
Leavenworth
|
20752-4 Chiwawa Loop Rd | Leavenworth | WA | 98826 | RV | 300 | 50 | 266 | 1 | 100.0 | % | — | (b) | $ | 2,620 | — | ||||||||||||||||||||||||||||||||||
|
Thunderbird Resort
|
26702 Ben Howard Rd | Monroe | WA | 98272 | RV | 45 | 2 | 136 | 1 | 100.0 | % | — | (b) | $ | 3,200 | — | ||||||||||||||||||||||||||||||||||
|
Little Diamond
|
1002 McGowen Rd | Newport | WA | 99156 | RV | 360 | 119 | 520 | 6 | 100.0 | % | — | (b) | $ | 1,612 | — | ||||||||||||||||||||||||||||||||||
|
Oceana Resort
|
2733 State Route 109 | Oceana City | WA | 98569 | RV | 16 | 84 | 6 | 100.0 | % | — | (b) | $ | 1,500 | — | |||||||||||||||||||||||||||||||||||
|
Crescent Bar Resort
|
9252 Crescent Bar Rd NW | Quincy | WA | 98848 | RV | 14 | 115 | 2 | 100.0 | % | — | (b) | $ | 2,200 | — | |||||||||||||||||||||||||||||||||||
|
Long Beach
|
2215 Willows Rd | Seaview | WA | 98644 | RV | 17 | 144 | 3 | 100.0 | % | — | (b) | $ | 2,100 | — | |||||||||||||||||||||||||||||||||||
|
Paradise Resort
|
173 Salem Plant Rd | Silver Creek | WA | 98585 | RV | 60 | 214 | 5 | 100.0 | % | — | (b) | $ | 1,502 | — | |||||||||||||||||||||||||||||||||||
|
Cascade Resort(g)
|
34500 SE 99th St | Snoqualmie | WA | 98065 | RV | 20 | 163 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
|
Kloshe Illahee
|
2500 S. 370th Street | Federal Way | WA | 98003 | MH | 50 | 258 | 258 | 97.7 | % | 98.8 | % | $ | 8,877 | $ | 8,640 | ||||||||||||||||||||||||||||||||||
|
Total Northwest Market
|
2467 | 591 | 947 | 5,628 | 969 | 98.9 | % | 95.5 | % | $ | 3,427 | $ | 6,439 | |||||||||||||||||||||||||||||||||||||
|
Texas
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Bay Landing
|
2305 Highway 380 W | Bridgeport | TX | 76426 | RV | 443 | 235 | 293 | 24 | 100.0 | % | — | (b) | $ | 1,619 | — | ||||||||||||||||||||||||||||||||||
|
Colorado River
|
1062 Thousand Trails Lane | Columbus | TX | 78934 | RV | 218 | 51 | 132 | 24 | 100.0 | % | — | (b) | $ | 2,583 | — | ||||||||||||||||||||||||||||||||||
|
Lake Texoma
|
209 Thousand Trails Dr | Gordonville | TX | 76245 | RV | 201 | 79 | 301 | 65 | 100.0 | % | — | (b) | $ | 1,737 | — | ||||||||||||||||||||||||||||||||||
|
Lakewood
|
4525 Graham Road | Harlingen | TX | 78552 | RV | 30 | 301 | 112 | 100.0 | % | 100.0 | % | $ | 1,925 | $ | 1,970 | ||||||||||||||||||||||||||||||||||
|
Paradise Park RV
|
1201 N. Expressway 77 | Harlingen | TX | 78552 | RV | 60 | 563 | 300 | 100.0 | % | 100.0 | % | $ | 2,974 | $ | 2,965 | ||||||||||||||||||||||||||||||||||
|
Sunshine RV
|
1900 Grace Avenue | Harlingen | TX | 78550 | RV | 84 | 1,027 | 403 | 100.0 | % | 100.0 | % | $ | 2,367 | $ | 2,380 | ||||||||||||||||||||||||||||||||||
|
Tropic Winds
|
1501 N Loop 499 | Harlingen | TX | 78550 | RV | 112 | 74 | 531 | 108 | 100.0 | % | 100.0 | % | $ | 2,788 | $ | 2,778 | |||||||||||||||||||||||||||||||||
|
Medina Lake
|
215 Spettle Rd | Lakehills | TX | 78063 | RV | 208 | 50 | 387 | 75 | 100.0 | % | — | (b) | $ | 1,826 | — | ||||||||||||||||||||||||||||||||||
|
Paradise South
|
9909 N. Mile 2 West Rd. | Mercedes | TX | 78570 | RV | 49 | 493 | 175 | 100.0 | % | 100.0 | % | $ | 2,017 | $ | 2,080 | ||||||||||||||||||||||||||||||||||
|
Lake Tawakoni
|
1246 Rains Co. Rd 1470 | Point | TX | 75472 | RV | 480 | 11 | 320 | 55 | 100.0 | % | — | (b) | $ | 1,522 | — | ||||||||||||||||||||||||||||||||||
|
Fun n Sun RV
|
1400 Zillock Rd | San Benito | TX | 78586 | RV | 135 | 40 | 1,435 | 625 | 100.0 | % | 100.0 | % | $ | 2,966 | $ | 2,880 | |||||||||||||||||||||||||||||||||
|
Southern Comfort
|
1501 South Airport Drive | Weslaco | TX | 78596 | RV | 40 | 403 | 330 | 100.0 | % | 100.0 | % | $ | 2,627 | $ | 2,658 | ||||||||||||||||||||||||||||||||||
|
Country Sunshine
|
1601 South Airport Road | Weslaco | TX | 78596 | RV | 37 | 390 | 181 | 100.0 | % | 100.0 | % | $ | 2,620 | $ | 2,638 | ||||||||||||||||||||||||||||||||||
|
Lake Whitney
|
417 Thousand Trails Dr | Whitney | TX | 76692 | RV | 403 | 158 | 261 | 46 | 100.0 | % | — | (b) | $ | 1,959 | — | ||||||||||||||||||||||||||||||||||
26
Table of Contents
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Number
|
Annual
|
Annual
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Develo-
|
Number
|
of Annual
|
Site
|
Site
|
Annual
|
Annual
|
||||||||||||||||||||||||||||||||||||||||||||
|
pable
|
of Sites
|
Sites
|
Occupancy
|
Occupancy
|
Rent
|
Rent
|
||||||||||||||||||||||||||||||||||||||||||||
|
Acres
|
Acres
|
Expansion
|
as of
|
as of
|
as of
|
as of
|
as of
|
as of
|
||||||||||||||||||||||||||||||||||||||||||
|
Property
|
Address | City | State | ZIP | MH/RV | (c) | (d) | Sites(e) | 12/31/09 | 12/31/09 | 12/31/09 | 12/31/08 | 12/31/09 | 12/31/08 | ||||||||||||||||||||||||||||||||||||
|
Lake Conroe
|
11720 Old Montgomery Rd | Willis | TX | 77318 | RV | 129 | 30 | 300 | 363 | 125 | 100.0 | % | — | (b) | $ | 2,668 | — | |||||||||||||||||||||||||||||||||
|
Total Texas Market
|
2629 | 728 | 300 | 7,200 | 2,648 | 100.00 | % | 100.00 | % | $ | 2,280 | $ | 2,544 | |||||||||||||||||||||||||||||||||||||
|
Grand Total All Markets
|
31,638 | 5,568 | 9,154 | 107,500 | 67,479 | 93.63 | % | 92.59 | % | $ | 4,451 | $ | 5,253 | |||||||||||||||||||||||||||||||||||||
| (a) | Represents a former joint venture Property acquired in 2009. | |
| (b) | Property is primarily designated for use by customers with right-to-use contracts. Annual sites, if any, as of 12/31/2008 have been omitted from the table, as the information would not provide meaningful comparisons. | |
| (c) | Acres are approximate. Acreage for some recent acquisitions was estimated based upon 10 sites per acre. | |
| (d) | 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. | |
| (e) | Expansion sites are approximate and only represent sites that could be developed and is further dependent upon necessary approvals. Certain Properties with expansion sites noted may have vacancy and therefore, expansion sites may not be added. | |
| (f) | Acres for this RV park are included in the acres for the adjacent manufactured home community listed directly above this Property. | |
| (g) | Property not operated by the Company during all of 2009. Property is leased to a third party operator or was closed for all or a portion of 2009. |
| Item 3. | Legal Proceedings |
The legal proceedings disclosure is incorporated herein by
reference from Note 18 in the Notes to Consolidated
Financial Statements in this Form
10-K.
| Item 4. | Submission of Matters to a Vote of Security Holders |
None.
27
Table of Contents
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Our common stock is traded on the New York Stock Exchange
(“NYSE”) under the symbol ELS. On February 23,
2010, the reported closing price per share of ELS common stock
on the NYSE was $48.86 and there were approximately 10,060
beneficial holders of record. The high and low sales prices and
closing sales prices on the NYSE and distributions for our
common stock during 2009 and 2008 are set forth in the table
below:
|
Distributions
|
||||||||||||||||
| Close | High | Low | Declared | |||||||||||||
|
2009
|
||||||||||||||||
|
1st Quarter
|
$ | 38.10 | $ | 42.44 | $ | 28.34 | $ | 0.250 | ||||||||
|
2nd Quarter
|
37.18 | 46.28 | 33.56 | 0.250 | ||||||||||||
|
3rd Quarter
|
42.79 | 47.47 | 34.09 | 0.300 | ||||||||||||
|
4th Quarter
|
50.47 | 51.18 | 40.57 | 0.300 | ||||||||||||
|
2008
|
||||||||||||||||
|
1st Quarter
|
$ | 49.37 | $ | 52.26 | $ | 39.77 | $ | 0.200 | ||||||||
|
2nd Quarter
|
44.00 | 53.64 | 43.62 | 0.200 | ||||||||||||
|
3rd Quarter
|
53.03 | 56.00 | 40.93 | 0.200 | ||||||||||||
|
4th Quarter
|
38.36 | 52.90 | 22.64 | 0.200 | ||||||||||||
Issuer
Purchases of Equity Securities
|
Total Number of Shares
|
Maximum Number of
|
|||||||||||||
|
Total Number
|
Average Price
|
Purchased as Part of
|
Shares that May Yet
|
|||||||||||
|
of Shares
|
Paid per
|
Publicly Announced
|
be Purchased Under
|
|||||||||||
|
Period
|
Purchased(a) | Share(a) | Plans or Programs | the Plans or Programs | ||||||||||
| 10/1/09-10/31/09 | — | — | None | None | ||||||||||
| 11/1/09-11/30/09 | 277 | $ | 47.66 | None | None | |||||||||
| 12/1/09-12/31/09 | 21,116 | $ | 50.22 | None | None | |||||||||
| (a) | Of the common stock repurchased from October 1, 2009 through December 31, 2009, 21,393 shares were repurchased at the open market price and represent common stock surrendered to the Company to satisfy income tax withholding obligations due as a result of the vesting of Restricted Share Grants. Certain executive officers of the Company may from time to time adopt non-discretionary, written trading plans that comply with Commission Rule 10b5-1, or otherwise monetize their equity-based compensation. Commission Rule 10b5-1 provides executives with a method to monetize their equity-based compensation in an automatic and non-discretionary manner over time. |
28
Table of Contents
| Item 6. | Selected Financial Data |
The following table sets forth selected financial and operating
information on a historical basis. The historical operating data
has been derived from the historical financial statements of the
Company. The following information should be read in conjunction
with all of the financial statements and notes thereto included
elsewhere in this
Form 10-K.
Equity
LifeStyle Properties, Inc.
Consolidated
Historical Financial Information
| (1)Years Ended December 31, | ||||||||||||||||||||
| 2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
| (Amounts in thousands, except for per share and property data) | ||||||||||||||||||||
|
Property Operations:
|
||||||||||||||||||||
|
Community base rental income
|
$ | 253,379 | $ | 245,833 | $ | 236,933 | $ | 225,815 | $ | 213,280 | ||||||||||
|
Resort base rental income
|
124,822 | 111,876 | 102,372 | 89,925 | 74,371 | |||||||||||||||
|
Right-to-use annual payments(2)
|
50,765 | 19,667 | — | — | — | |||||||||||||||
|
Right-to-use contracts current period, gross(2)
|
21,526 | 10,951 | — | — | — | |||||||||||||||
|
Right-to-use contracts, deferred, net of prior period
amortization(2)
|
(18,882 | ) | (10,611 | ) | — | — | — | |||||||||||||
|
Utility and other income
|
47,685 | 41,633 | 36,849 | 30,643 | 27,367 | |||||||||||||||
|
Property operating revenues
|
479,295 | 419,349 | 376,154 | 346,383 | 315,018 | |||||||||||||||
|
Property operating and maintenance
|
180,870 | 152,363 | 127,342 | 116,179 | 103,832 | |||||||||||||||
|
Real estate taxes
|
31,674 | 29,457 | 27,429 | 26,246 | 24,671 | |||||||||||||||
|
Sales and marketing, gross(2)
|
13,536 | 7,116 | — | — | — | |||||||||||||||
|
Sales and marketing, deferred commissions, net(2)
|
(5,729 | ) | (3,644 | ) | — | — | — | |||||||||||||
|
Property management
|
33,383 | 25,451 | 18,385 | 17,079 | 15,919 | |||||||||||||||
|
Property operating expenses (exclusive of depreciation shown
separately below)
|
253,734 | 210,743 | 173,156 | 159,504 | 144,422 | |||||||||||||||
|
Income from property operations
|
225,561 | 208,606 | 202,998 | 186,879 | 170,596 | |||||||||||||||
|
Home Sales Operations:
|
||||||||||||||||||||
|
Gross revenues from home sales
|
7,136 | 21,845 | 33,333 | 61,247 | 66,014 | |||||||||||||||
|
Cost of home sales
|
(7,471 | ) | (24,069 | ) | (30,713 | ) | (54,498 | ) | (57,471 | ) | ||||||||||
|
Gross (loss) profit from home sales
|
(335 | ) | (2,224 | ) | 2,620 | 6,749 | 8,543 | |||||||||||||
|
Brokered resale revenues, net
|
758 | 1,094 | 1,528 | 2,129 | 2,714 | |||||||||||||||
|
Home selling expenses
|
(2,383 | ) | (5,776 | ) | (7,555 | ) | (9,836 | ) | (8,838 | ) | ||||||||||
|
Ancillary services revenues, net
|
2,745 | 1,197 | 2,436 | 3,027 | 2,227 | |||||||||||||||
|
Income (loss) from home sales operations and other
|
785 | (5,709 | ) | (971 | ) | 2,069 | 4,646 | |||||||||||||
|
Other Income and Expenses:
|
||||||||||||||||||||
|
Interest income
|
5,119 | 3,095 | 1,732 | 1,975 | 1,406 | |||||||||||||||
|
Income from other investments, net(3)
|
8,168 | 17,006 | 22,476 | 20,102 | 16,609 | |||||||||||||||
|
General and administrative
|
(22,279 | ) | (20,617 | ) | (15,591 | ) | (12,760 | ) | (13,624 | ) | ||||||||||
|
Rent control initiatives
|
(456 | ) | (1,555 | ) | (2,657 | ) | (1,157 | ) | (1,081 | ) | ||||||||||
|
Interest and related amortization
|
(98,311 | ) | (99,406 | ) | (103,070 | ) | (103,161 | ) | (100,712 | ) | ||||||||||
|
Loss on early debt retirement(4)
|
— | (24 | ) | — | — | (20,630 | ) | |||||||||||||
|
Depreciation on corporate assets
|
(1,039 | ) | (390 | ) | (437 | ) | (410 | ) | (804 | ) | ||||||||||
|
Depreciation on real estate and other costs
|
(69,049 | ) | (66,193 | ) | (63,554 | ) | (60,276 | ) | (55,608 | ) | ||||||||||
|
Total other expenses, net
|
(177,847 | ) | (168,084 | ) | (161,101 | ) | (155,687 | ) | (174,444 | ) | ||||||||||
|
Equity in income of unconsolidated joint ventures
|
2,896 | 3,753 | 2,696 | 3,583 | 6,508 | |||||||||||||||
|
Consolidated income from continuing operations
|
51,395 | 38,566 | 43,622 | 36,844 | 7,306 | |||||||||||||||
|
Discontinued Operations:
|
||||||||||||||||||||
|
Discontinued operations
|
181 | 257 | 289 | 520 | 1,927 | |||||||||||||||
|
Depreciation on discontinued operations
|
— | — | — | (84 | ) | (410 | ) | |||||||||||||
|
Gain (loss) from discontinued real estate
|
4,685 | (79 | ) | 12,036 | (192 | ) | 2,279 | |||||||||||||
|
Income from discontinued operations
|
4,866 | 178 | 12,325 | 244 | 3,796 | |||||||||||||||
|
Consolidated net income
|
56,261 | 38,744 | 55,947 | 37,088 | 11,102 | |||||||||||||||
|
(Income) loss allocated to non-controlling interests:
|
||||||||||||||||||||
|
Common OP Units
|
(6,113 | ) | (4,297 | ) | (7,705 | ) | (4,318 | ) | 539 | |||||||||||
|
Perpetual Preferred OP Units(5)
|
(16,143 | ) | (16,144 | ) | (16,140 | ) | (16,138 | ) | (13,974 | ) | ||||||||||
|
Net income (loss) available for Common Shares
|
$ | 34,005 | $ | 18,303 | $ | 32,102 | $ | 16,632 | $ | (2,333 | ) | |||||||||
29
Table of Contents
Equity
LifeStyle Properties, Inc.
Consolidated
Historical Financial Information (continued)
| (1)As of December 31, | ||||||||||||||||||||
| 2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
| (Amounts in thousands, except for per share and property data) | ||||||||||||||||||||
|
Earnings per Common Share — Basic:
|
||||||||||||||||||||
|
Income (loss) from continuing operations
|
$ | 1.08 | $ | 0.74 | $ | 0.92 | $ | 0.70 | $ | (0.23 | ) | |||||||||
|
Income from discontinued operations
|
$ | 0.15 | $ | 0.01 | $ | 0.41 | $ | 0.01 | $ | 0.13 | ||||||||||
|
Net income (loss) available for Common Shares
|
$ | 1.23 | $ | 0.75 | $ | 1.33 | $ | 0.71 | $ | (0.10 | ) | |||||||||
|
Earnings per Common Share — Fully Diluted:
|
||||||||||||||||||||
|
Income (loss) from continuing operations
|
$ | 1.07 | $ | 0.74 | $ | 0.90 | $ | 0.68 | $ | (0.23 | ) | |||||||||
|
Income from discontinued operations
|
$ | 0.15 | $ | 0.01 | $ | 0.41 | $ | 0.01 | $ | 0.13 | ||||||||||
|
Net income (loss) available for Common Shares
|
$ | 1.22 | $ | 0.75 | $ | 1.31 | $ | 0.69 | $ | (0.10 | ) | |||||||||
|
Distributions declared per Common Share outstanding
|
$ | 1.10 | $ | 0.80 | $ | 0.60 | $ | 0.30 | $ | 0.10 | ||||||||||
|
Weighted average Common Shares outstanding — basic
|
27,582 | 24,466 | 24,089 | 23,444 | 23,081 | |||||||||||||||
|
Weighted average Common OP Units outstanding
|
5,075 | 5,674 | 5,870 | 6,165 | 6,285 | |||||||||||||||
|
Weighted average Common Shares outstanding — fully
diluted
|
32,944 | 30,498 | 30,414 | 30,241 | 29,366 | |||||||||||||||
|
Balance Sheet Data:
|
||||||||||||||||||||
|
Real estate, before accumulated depreciation(6)
|
$ | 2,538,215 | $ | 2,491,021 | $ | 2,396,115 | $ | 2,337,460 | $ | 2,152,567 | ||||||||||
|
Total assets
|
2,166,319 | 2,091,647 | 2,033,695 | 2,055,831 | 1,948,874 | |||||||||||||||
|
Total mortgages and loans
|
1,547,901 | 1,662,403 | 1,659,392 | 1,717,212 | 1,638,281 | |||||||||||||||
|
Non-controlling interests
|
200,000 | 200,000 | 200,000 | 200,000 | 200,000 | |||||||||||||||
|
Total equity(7)
|
254,427 | 96,234 | 88,717 | 59,912 | 41,895 | |||||||||||||||
|
Other Data:
|
||||||||||||||||||||
|
Funds from operations(8)
|
$ | 118,082 | $ | 97,615 | $ | 92,752 | $ | 82,367 | $ | 52,827 | ||||||||||
|
Total Properties (at end of period)
|
304 | 309 | 311 | 311 | 285 | |||||||||||||||
|
Total sites (at end of period)
|
110,575 | 112,211 | 112,779 | 112,956 | 106,337 | |||||||||||||||
| (1) | See the Consolidated Financial Statements of the Company contained in this Form 10-K. Certain revenue amounts reported in previously issued statements of operations have been reclassified in the attached statements of operations due to the Company’s expansion of the related revenue activity. | |
| Property operations, home sale operations, and other income and expenses are discussed in Item 7 contained in this Form 10-K. | ||
| (2) | New activity starting on August 14, 2008 due to the acquisition of the operations of Privileged Access, LP (“Privileged Access”). | |
| (3) | Between November 10, 2004 and August 13, 2008, Income from other investments, net included rental income from the lease of membership Properties to Thousand Trails (“TT”) or its subsequent owner, Privileged Access. On August 14, 2008, the Company acquired substantially all of the assets and certain liabilities of Privileged Access, which included the operations of TT. The lease of membership Properties to TT was terminated upon closing. As a result of the lease termination, beginning August 14, 2008, Income from other investments, net no longer included rental income from the lease of membership Properties. See Note 2 (j) in the Notes to Consolidated Financial Statements contained in this Form 10-K. | |
| (4) | On December 2, 2005, we refinanced approximately $293 million of secured debt maturing in 2007 with an effective interest rate of 6.8% per annum. This refinanced debt was secured by two cross-collateralized loan pools consisting of 35 Properties. The transaction generated approximately $337 million in proceeds from loans secured by individual mortgages on 20 Properties. The blended interest rate on the refinancing was approximately 5.3% per annum, and the loans mature in 2015. Transaction costs resulting from early debt retirement were approximately $20.0 million. | |
| (5) | During 2005, we issued $25 million of 8.0625% Series D and $50 million of 7.95% Series F Cumulative Redeemable Perpetual Preference Units to institutional investors. Proceeds were used to pay down amounts outstanding under the Company’s lines of credit. | |
| (6) | We believe that the book value of the Properties, which reflects the historical costs of such real estate assets less accumulated depreciation, is less than the current market value of the Properties. |
30
Table of Contents
| (7) | On June 29, 2009, we issued 4.6 million shares of common stock in an equity offering for proceeds of approximately $146.4 million, net of offering costs. | |
| (8) | Refer to Item 7 contained in this Form 10-K for information regarding why we present funds from operations and for a reconciliation of this non-GAAP financial measure to net income. |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with
“Selected Financial Data” and the historical
Consolidated Financial Statements and Notes thereto appearing
elsewhere in this
Form 10-K.
2009
Accomplishments
| • | Issued 4.6 million shares of common stock in an equity offering for proceeds of approximately $146.4 million, net of offering costs. | |
| • | Raised annual dividend to $1.10 per share in 2009, up from $0.80 per share in 2008. | |
| • | Paid off 20 maturing mortgages totaling approximately $106.7 million, funded with approximately $107.5 million of new and refinanced debt on six properties. |
Overview
and Outlook
Occupancy in our Properties as well as our ability to increase
rental rates directly affects revenues. Our revenue streams are
predominantly derived from customers renting our sites on a
long-term basis.
We have approximately 65,000 annual sites, approximately 8,900
seasonal sites, which are leased to customers generally for
three to six months, and approximately 9,300 transient sites,
occupied by customers who lease sites on a short-term basis. The
revenue from seasonal and transient sites is generally higher
during the first and third quarters. We expect to service over
100,000 customers at our transient sites and we consider this
revenue stream to be our most volatile. It is subject to weather
conditions, gas prices, and other factors affecting the marginal
RV customer’s vacation and travel preferences. Finally, we
have approximately 24,300 sites designated as right-to-use sites
which are primarily utilized to service the approximately
112,000 customers who own right-to-use contracts. We also have
interests in Properties containing approximately 3,100 sites for
which revenue is classified as Equity in income from
unconsolidated joint ventures in the Consolidated Statements of
Operations.
| Total Sites as of Dec. 31, 2009 | ||||
| (Rounded to 000s) | ||||
|
Community sites(1)
|
44,400 | |||
|
Resort sites:
|
||||
|
Annual
|
20,600 | |||
|
Seasonal
|
8,900 | |||
|
Transient
|
9,300 | |||
|
Right-to-use(2)
|
24,300 | |||
|
Joint Ventures(3)
|
3,100 | |||
| 110,600 | ||||
| (1) | Includes 165 sites from discontinued operations. | |
| (2) | Includes approximately 2,500 sites rented on an annual basis. | |
| (3) | Joint Venture income is included in Equity in income of unconsolidated joint ventures. |
A significant portion of our rental agreements on community
sites are directly or indirectly tied to published CPI
statistics that are issued during June through September each
year. We currently expect our 2010
31
Table of Contents
community base rental income to increase approximately 2% as
compared to 2009. We have already notified approximately 65% of
our community site customers with rent increases reflecting this
revenue growth.
Our home sales volumes and gross profits have been declining
since 2005. We believe that the disruption in the site-built
housing market may be contributing to the decline in our home
sales operations as potential customers are not able to sell
their existing site-built homes as well as increased price
sensitivity for seasonal and second homebuyers. We believe that
our potential customers are also having difficulty obtaining
financing on resort homes, resort cottages and RV purchases.
There are few options for potential customers who seek to obtain
manufactured home financing. The options that are available
currently require at least a 5% down payment and interest rates
ranging from approximately 8% to 13%. This is in contrast to
purchasers of site-built homes, who own the underlying land and
that may benefit from various government stimulus packages
designed to keep interest rates and down payments low. The
continued decline in homes sales activity resulted in our
decision to significantly reduce our new homes sales operation
during the last couple of months of 2008 and until such time as
new home sales markets improve. We believe that renting our
vacant new homes may represent an attractive source of occupancy
and potentially convert to a new homebuyer in the future. We are
also focusing on smaller, more energy efficient and more
affordable homes in our manufactured home Properties. We also
believe that some customers that are capable of purchasing are
opting instead to rent due to the current economic environment.
Our rental operations have been increasing since 2007. For the
year ended December 31, 2009, occupied manufactured home
rentals increased to 1,753, or 93.3%, from 907 for the year
ended December 31, 2007. Net operating income increased to
approximately $11.2 million in 2009 from approximately
$5.9 million in 2007. We believe that unlike the home sales
business, at this time we compete effectively with other types
of rentals (i.e. apartments). We are currently evaluating
whether we want to continue to invest in additional rental units.
In our resort Properties, we continue to work on extending
customer stays. We have had success converting transient
customers to seasonal customers and seasonal customers to annual
customers. We also have and continue to introduce low-cost
products that focus on the installed base of almost eight
million RV owners. Such products may include right-to-use
contracts that entitle the purchasers to use certain properties
(the “Agreements”).
Several different Agreements are currently offered to new
customers. These front-line Agreements are generally
distinguishable from each other by the number of Properties a
customer can access. The Agreements generally grant the customer
the contractual right-to-use designated space within the
Properties on a continuous basis for up to 14 days. The
Agreements generally require nonrefundable upfront payments as
well as annual payments.
Existing customers may be offered an upgrade Agreement from
time-to-time. The upgrade Agreement is currently distinguishable
from a new Agreement that a customer would enter into by
(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 and
(4) access to additional properties, which may include
discounts at non-membership RV Properties. Each upgrade requires
an additional nonrefundable upfront payment. The Company may
finance the upfront nonrefundable payment under any Agreement.
Government
Stimulus
In response to recent market disruptions, legislators and
financial regulators implemented a number of mechanisms designed
to add stability to the financial markets, including the
provision of direct and indirect assistance to distressed
financial institutions, assistance by the banking authorities in
arranging acquisitions of weakened banks and broker-dealers,
implementation of programs by the Federal Reserve to provide
liquidity to the commercial paper markets and temporary
prohibitions on short sales of certain financial institution
securities. Numerous actions have been taken by the Federal
Reserve, Congress, U.S. Treasury, the SEC and others to
address the current liquidity and credit crisis that has
followed the sub-prime crisis that commenced in 2007. These
measures include, but are not limited to various legislative and
regulatory efforts, homeowner relief that encourages loan
restructuring and modification; the establishment of significant
liquidity
32
Table of Contents
and credit facilities for financial institutions and investment
banks; the lowering of the federal funds rate, including two
50 basis point decreases in October of 2008; emergency
action against short selling practices; a temporary guaranty
program for money market funds; the establishment of a
commercial paper funding facility to provide back-stop liquidity
to commercial paper issuers; and coordinated international
efforts to address illiquidity and other weaknesses in the
banking sector. It is not clear at this time what impact these
liquidity and funding initiatives of the Federal Reserve and
other agencies that have been previously announced, and any
additional programs that may be initiated in the future will
have on the financial markets, including the extreme levels of
volatility and limited credit availability currently being
experienced, or on the U.S. banking and financial
industries and the broader U.S. and global economies. The
Company believes that programs intended to provide relief to
current or potential site-built single family homeowners
negatively impacts its business.
Further, the overall effects of the legislative and regulatory
efforts on the financial markets is uncertain, and they may not
have the intended stabilization effects. Should these
legislative or regulatory initiatives fail to stabilize and add
liquidity to the financial markets, our business, financial
condition, results of operations and prospects could be
materially and adversely affected. Even if legislative or
regulatory initiatives or other efforts successfully stabilize
and add liquidity to the financial markets, we may need to
modify our strategies, businesses or operations, and we may
incur increased capital requirements and constraints or
additional costs in order to satisfy new regulatory requirements
or to compete in a changed business environment. It is uncertain
what effects recently enacted or future legislation or
regulatory initiatives will have on us. Given the volatile
nature of the current market disruption and the uncertainties
underlying efforts to mitigate or reverse the disruption, we may
not timely anticipate or manage existing, new or additional
risks, contingencies or developments, including regulatory
developments and trends in new products and services, in the
current or future environment. Our failure to do so could
materially and adversely affect our business, financial
condition, results of operations and prospects.
Insurance
Approximately 70 Florida Properties suffered damage from the
five hurricanes that struck the state during August and
September 2004. As of January 27, 2010, the Company
estimates its total claim to be approximately
$21.0 million. The Company has made claims for full
recovery of these amounts, subject to deductibles. Through
December 31, 2009, the Company has made total expenditures
of approximately $18.0 million. The Company has reserved
approximately $2.0 million related to these expenditures
($0.7 million in 2005 and $1.3 million in 2004).
Approximately $6.9 million of these expenditures have been
capitalized per the Company’s capitalization policy through
December 31, 2009.
The Company has received proceeds from insurance carriers of
approximately $10.7 million through December 31, 2009.
For the year ended December 31, 2009, approximately
$1.6 million has been recognized as a gain on insurance
recovery, which is net of approximately $0.3 million of
legal fees and included in income from other investments, net.
On June 22, 2007, the Company filed a lawsuit related to
some of the unpaid claims against certain insurance carriers and
its insurance broker. See Note 18 in the Notes to
Consolidated Financial Statements contained in this
Form 10-K
for further discussion of this lawsuit.
Supplemental
Property Disclosure
We provide the following disclosures with respect to certain
assets:
| • | Tropical Palms — On July 15, 2008, Tropical Palms, a 541-site resort Property located in Kissimmee, Florida, was leased to a new operator for 12 years. The lease provides for an initial fixed annual lease payment of $1.6 million, which escalates at the greater of CPI or 3%. Percentage rent payments are provided for beginning in 2010, subject to gross revenue floors. The Company will match the lessee’s capital investment in new rental units at the Property up to a maximum of $1.5 million. The lessee will pay the Company additional rent equal to 8% per year on the Company’s capital investment. The lease income recognized during the years ended December 31, 2009 and 2008 was approximately $1.9 million and $0.9 million, respectively, and is included in income from other investments, net. During the years ended December 31, 2009 and 2008, the Company spent approximately $0.6 million and zero, respectively, to match the lessee’s investment in new rental units at the Property. |
33
Table of Contents
Property
Acquisitions, Joint Ventures and Dispositions
The following chart lists the Properties or portfolios acquired,
invested in, or sold since January 1, 2008:
|
Property
|
Transaction Date | Sites | ||||
|
Total Sites as of January 1, 2008
|
112,779 | |||||
|
Property or Portfolio (# of Properties in parentheses):
|
||||||
|
Grandy Creek(1)
|
January 14, 2008 | 179 | ||||
|
Lake George Schroon Valley Resort(1)
|
January 23, 2008 | 151 | ||||
|
Expansion Site Development and other:
|
||||||
|
Sites added (reconfigured) in 2008
|
282 | |||||
|
Sites added (reconfigured) in 2009
|
(1 | ) | ||||
|
Dispositions:
|
||||||
|
Morgan Portfolio JV(5)
|
2008 | (1,134 | ) | |||
|
Round Top JV(1)
|
February 13, 2009 | (319 | ) | |||
|
Pine Haven JV(1)
|
February 13, 2009 | (625 | ) | |||
|
Caledonia(1)
|
April 17, 2009 | (247 | ) | |||
|
Casa Village(1)
|
July 20, 2009 | (490 | ) | |||
|
Total Sites as of December 31, 2009
|
110,575 | |||||
Since December 31, 2007, the gross investment in real
estate increased from $2,396 million to $2,538 million
as of December 31, 2009, due primarily to the
aforementioned acquisitions and dispositions of Properties
during the period.
Markets
The following table identifies our five largest markets by
number of sites and provides information regarding our
Properties (excluding Properties owned through Joint Ventures
and our 82 right-to-use Properties).
|
Percent of Total
|
||||||||||||||||
|
Number of
|
Percent of
|
Property Operating
|
||||||||||||||
|
Major Market
|
Properties | Total Sites | Total Sites | Revenues(1) | ||||||||||||
|
Florida
|
81 | 35,277 | 42.4 | % | 42.8 | % | ||||||||||
|
Arizona
|
32 | 12,377 | 14.9 | % | 13.0 | % | ||||||||||
|
California
|
31 | 7,360 | 8.8 | % | 17.2 | % | ||||||||||
|
Texas
|
8 | 5,143 | 6.2 | % | 2.2 | % | ||||||||||
|
Colorado
|
10 | 3,454 | 4.1 | % | 4.8 | % | ||||||||||
|
Other
|
55 | 19,619 | 23.6 | % | 20.0 | % | ||||||||||
|
Total
|
217 | 83,230 | 100.0 | % | 100.0 | % | ||||||||||
| (1) | Property operating revenues for this calculation excludes approximately $75.3 million of property operating revenue from our right-to-use Properties. |
Critical
Accounting Policies and Estimates
Our consolidated financial statements have been prepared in
accordance with U.S. GAAP, which require us to make
estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and the related
disclosures. We believe that the following critical accounting
policies, among others, affect our more significant judgments
and estimates used in the preparation of our consolidated
financial statements.
34
Table of Contents
The FASB finalized the Codification of GAAP effective for
periods ending on or after September 15, 2009. References
to GAAP issued by the FASB are to the Codification. The
Codification does not change how the Company accounts for its
transactions or the nature of the related disclosures made.
Long-Lived
Assets
In accordance with the Statement of Financial Accounting
Standards No. 141, “Business Combinations”
(“SFAS No. 141”)
,
we allocated the
purchase price of Properties we acquired on or prior to
December 31, 2008 to net tangible and identified intangible
assets acquired based on their fair values. In making estimates
of fair values for purposes of allocating purchase price, we
utilize a number of sources, including independent appraisals
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.
For business combinations for which the acquisition date is on
or after January 1, 2009, the purchase price of Properties
will be in accordance with the Codification Topic “Business
Combinations” (“FASB ASC 805”) (prior
authoritative guidance: Statement of Financial Accounting
Standard No. 141R, “Business Combinations”). FASB
ASC 805 replaces SFAS No. 141 but retains the
fundamental requirements set forth in SFAS No. 141
that the acquisition method of accounting (also known as the
purchase method) be used for all business combinations and for
an acquirer to be identified for each business combination. FASB
ASC 805 replaces, with limited exceptions as specified in the
statement, the cost allocation process in SFAS No. 141
with a fair value based allocation process.
We periodically evaluate our long-lived assets, including our
investments in real estate, for impairment indicators. Our
judgments regarding the existence of impairment indicators are
based on factors such as operational performance, market
conditions and legal factors. Future events could occur which
would cause us to conclude that impairment indicators exist and
an impairment loss is warranted.
Real estate is recorded at cost less accumulated depreciation.
Depreciation is computed on the straight-line basis over the
estimated useful lives of the assets. We generally use a
30-year
estimated life for buildings acquired and structural and land
improvements (including site development), a ten-year estimated
life for building upgrades and a five-year estimated life for
furniture, fixtures and equipment. New rental units are
generally depreciated using a
20-year
estimated life from each model year down to a salvage value of
40% of the original costs. Used rental units are generally
depreciated based on the estimated life of the unit with no
estimated salvage value.
The values of above-and below-market leases are amortized and
recorded as either an increase (in the case of below-market
leases) or a decrease (in the case of above-market leases) to
rental income over the remaining term of the associated lease.
The value associated with in-place leases is amortized over the
expected term, which includes an estimated probability of lease
renewal. Expenditures for ordinary maintenance and repairs are
expensed to operations as incurred and significant renovations
and improvements that improve the asset and extend the useful
life of the asset are capitalized over their estimated useful
life.
Revenue
Recognition
The Company accounts for leases with its customers as operating
leases. Rental income is recognized over the term of the
respective lease or the length of a customer’s stay, the
majority of which are for a term of not greater than one year.
We will reserve for receivables when we believe the ultimate
collection is less than probable. Our provision for
uncollectible rents receivable was approximately
$2.2 million and $1.5 million as of December 31,
2009 and December 31, 2008, respectively.
The Company accounts for the sales of right-to-use contracts in
accordance with the Codification Topic “Revenue
Recognition” (“FASB ASC 605”) (prior
authoritative guidance: Staff Accounting Bulletin 104,
“Revenue Recognition in Consolidated Financial Statements,
Corrected”). A right-to-use contract gives the customer the
right to a set schedule of usage at a specified group of
properties. Customers may choose to upgrade their contracts to
increase their usage and the number of properties they may
access. A contract
35
Table of Contents
requires the customer to make an upfront nonrefundable payment
and annual payments during the term of the contract. The stated
term of a right-to-use contract is generally three years and the
customer may renew his contract by continuing to make the annual
payments. The Company will recognize the upfront non-refundable
payments over the estimated customer life which, based on
historical attrition rates, the Company has estimated to be from
one to 31 years. For example, we have currently estimated
that 7.9% of customers who purchase a new right-to-use contract
will terminate their contract after five years. Therefore, the
upfront nonrefundable payments from 7.9% of the contracts sold
in any particular period are amortized on a straight-line basis
over a period of five years as the estimated customer life for
7.9% of our customers who purchase a contract is five years. The
historical attrition rates for upgrade contracts are lower than
for new contacts, and therefore, the nonrefundable upfront
payments for upgrade contracts are amortized at a different rate
than for new contracts. The decision to recognize this revenue
in accordance with FASB ASC 605 was made after corresponding
with the Office of the Chief Accountant at the SEC during
September and October of 2008.
Right-to-use annual payments paid by customers under the terms
of the right-to-use contracts are deferred and recognized
ratably over the one-year period in which the services are
provided.
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.
Allowance
for Doubtful Accounts
Rental revenue from our tenants is our principal source of
revenue and is recognized over the term of the respective lease
or the length of a customer’s stay, the majority of which
are for a term of not greater than one year. We monitor the
collectibility of accounts receivable from our tenants on an
ongoing basis. We will reserve for receivables when we believe
the ultimate collection is less than probable and maintain an
allowance for doubtful accounts. An allowance for doubtful
accounts is recorded during each period and the associated bad
debt expense is included in our property operating and
maintenance expense in our Consolidated Statements of
Operations. The allowance for doubtful accounts is netted
against rent and other customer receivables, net on our
consolidated balance sheets. Our provision for uncollectible
rents receivable was approximately $2.2 million and
$1.5 million as of December 31, 2009 and
December 31, 2008, respectively.
We may also finance the sale of homes to our customers through
loans (referred to as “Chattel Loans”). The valuation
of an allowance for doubtful accounts for the Chattel Loans is
calculated based on delinquency trends and a comparison of the
outstanding principal balance of each note compared to the
N.A.D.A. (National Automobile Dealers Association) value and the
current market value of the underlying manufactured home
collateral. A bad debt expense is recorded in home selling
expense in our Consolidated Statements of Operations. The
allowance for doubtful accounts is netted against the notes
receivables on our consolidated balance sheets. The allowance
for these Chattel Loans as of December 31, 2009 and
December 31, 2008 was $0.3 million and
$0.2 million, respectively.
The Company may also finance the nonrefundable upfront payments
on sales of right-to-use contracts (“Contracts
Receivable”). Based upon historical collection rates and
current economic trends, when a sale is financed a reserve is
established for a portion of the Contracts Receivable balance
estimated to be uncollectible. The allowance and the rate at
which the Company provides for losses on its Contracts
Receivable could be increased or decreased in the future based
on the Company’s actual collection experience. The
allowance for these Contract Receivables as of December 31,
2009 and December 31, 2008 was $1.2 million and
$0.3 million, respectively.
Variable
Interest Entities
In June 2009, the FASB issued Statement of Financial Accounting
Standards No. 167, “Amendments to FASB Interpretation
No. 46(R),” the current authoritative guidance of
which is the Codification Topic “Consolidation”
(“FASB ASC 810”). FASB ASC 810 seeks to improve
financial reporting by enterprises involved with variable
interest entities. The Statement addresses the effects on
certain provisions of FASB ASC
810-10-15,
Variable Interest Entities
,
as a result of the
elimination of the qualifying special-purpose entity concept in
FASB Statement No. 166, Accounting for Transfers of
Financial Assets. It also discusses the application of
36
Table of Contents
certain key provisions of FASB ASC
810-10-15,
including those in which the accounting and disclosures under
FASB ASC
810-10-15
do
not always provide timely and useful information about an
enterprise’s involvement in a variable interest entity.
This Statement is effective as of the beginning of each
reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within
that first annual reporting period, and for interim and annual
reporting periods thereafter.
The Company will re-evaluate and apply the provisions of FASB
ASC
810-10-15
to
existing entities if certain events occur which warrant
re-evaluation of such entities. In addition, the Company will
apply the provisions of FASB ASC
810-10-15
to
all new entities in the future. The Company also consolidates
entities in which it has a controlling direct or indirect voting
interest. The equity method of accounting is applied to entities
in which the Company does not have a controlling direct or
indirect voting interest, but can exercise influence over the
entity with respect to its operations and major decisions. The
cost method is applied when (i) the investment is minimal
(typically less than 5%) and (ii) the Company’s
investment is passive.
Valuation
of Financial Instruments
The valuation of financial instruments under the Codification
Topic “Financial Instruments” (“FASB ASC
825”) (prior authoritative guidance: Statement of Financial
Accounting Standards No. 107, “Disclosures About Fair
Value of Financial Instruments”) and the Codification Topic
“Derivatives and Hedging” (“FASB ASC 815”)
(prior authoritative guidance: Statement of Financial Accounting
Standards No. 133, “Accounting for Derivative
Instruments and Hedging Activities”) requires us to make
estimates and judgments that affect the fair value of the
instruments. Where possible, we base the fair values of our
financial instruments on listed market prices and third party
quotes. Where these are not available, we base our estimates on
other factors relevant to the financial instrument.
The Company currently does not have any financial instruments
that require the application of FASB ASC 825 or FASB ASC 815.
Stock-Based
Compensation
The Company adopted the fair-value-based method of accounting
for share-based payments effective January 1, 2003 using
the modified prospective method described in FASB Statement
No. 148, “Accounting for Stock-Based
Compensation-Transition and Disclosure”. The Company
adopted the Codification Topic “Stock Compensation”
(“FASB ASC 718”) (prior authoritative guidance:
Statement of Financial Accounting Standards No. 123(R),
“Share Based Payment”) on July 1, 2005, which did
not have a material impact on the Company’s results of
operations or its financial position. The Company uses the
Black-Scholes-Merton formula to estimate the value of stock
options granted to employees, consultants and directors.
Non-controlling
Interests
In December 2007, the FASB issued the Codification Topic
“Consolidation” (“FASB ASC 810”) (prior
authoritative guidance: Statement of Financial Accounting
Standards No. 160, “Non-controlling Interests in
Consolidated Financial Statements”), an amendment of
Accounting Research Bulletin No. 51. FASB ASC 810
seeks to improve uniformity and transparency in reporting of the
net income attributable to non-controlling interests in the
consolidated financial statements of the reporting entity. The
statement requires, among other provisions, the disclosure,
clear labeling and presentation of non-controlling interests in
the Consolidated Balance Sheets and Consolidated Statements of
Operations. Per FASB ASC 810, a non-controlling interest is the
portion of equity (net assets) in a subsidiary not attributable,
directly or indirectly, to a parent. The ownership interests in
the subsidiary that are held by owners other than the parent are
non-controlling interests. Under FASB ASC 810, such
non-controlling interests are reported on the consolidated
balance sheets within equity, separately from the Company’s
equity. However, securities that are redeemable for cash or
other assets at the option of the holder, not solely within the
control 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 permanent equity in the consolidated balance sheets. The
Company makes this determination based on terms in applicable
agreements, specifically in relation to redemption provisions.
Additionally, with respect to
37
Table of Contents
non-controlling interests for which the Company has a choice to
settle the contract by delivery of its own shares, the Company
considered the guidance in the Codification Topic
“Derivatives and Hedging — Contracts in
Entity’s Own Equity” (“FASB ASC
815-40”)
(prior authoritative guidance:
EITF 00-19
“Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company’s Own
Stock”) to evaluate whether the Company controls 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.
In accordance with FASB ASC 810, effective January 1, 2009,
the Company, for all periods presented, has reclassified the
non-controlling interest for Common OP Units from the
mezzanine section under Total Liabilities to the Equity section
of the consolidated balance sheets. The caption Common
OP Units on the consolidated balance sheets also includes
$0.5 million of private REIT Subsidiaries preferred stock.
Based on the Company’s analysis, Perpetual Preferred
OP Units will remain in the mezzanine section. The
presentation of income allocated to Common OP Units and
Perpetual Preferred OP Units on the consolidated statements
of operations has been moved to the bottom of the statement
prior to Net income available to Common Shares.
Off-Balance
Sheet Arrangements
We do not have any off-balance sheet arrangements with any
unconsolidated investments or joint ventures that we believe
have or are reasonably likely to have a material effect on our
financial condition, results of operations, liquidity or capital
resources.
Recent
Accounting Pronouncements
In May 2009, the FASB issued Statement of Financial Accounting
Standards No. 165, “Subsequent Events,” the
current authoritative guidance of which is the Codification
Sub-Topic “Subsequent Events” (“FASB ASC
855-10”).
FASB ASC
855-10
seeks
to establish general standards of accounting for and disclosure
of events that occur after the balance sheet date, but before
financial statements are issued or are available to be issued.
The Statement sets forth the period and circumstances after the
balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements.
The Statement introduces the concept of financial statements
being available to be issued. It requires the disclosure of the
date through which an entity has evaluated subsequent events and
the basis for that date, that is, whether that date represents
the date the financial statements were issued or were available
to be issued. The Statement applies to interim or annual
financial periods ending after June 15, 2009. The adoption
of FASB ASC
855-10
has
had no material effect on the Company’s financial
statements. Our management evaluated for subsequent events
through the time of our filing on February 25, 2010.
38
Table of Contents
Results
of Operations
Comparison
of Year Ended December 31, 2009 to Year Ended
December 31, 2008
The following table summarizes certain financial and statistical
data for the Property Operations for all Properties owned and
operated for the same period in both years (“Core
Portfolio”) and the Total Portfolio for the years ended
December 31, 2009 and 2008 (amounts in thousands). The Core
Portfolio may change from time-to-time depending on
acquisitions, dispositions and significant transactions or
unique situations. The Core Portfolio in this comparison of the
year ended December 31, 2009 to December 31, 2008
includes all Properties acquired on or prior to
December 31, 2007 and which were owned and operated by the
Company during the year ended December 31, 2009.
| Core Portfolio | Total Portfolio | |||||||||||||||||||||||||||||||
|
Increase/
|
%
|
Increase/
|
%
|
|||||||||||||||||||||||||||||
| 2009 | 2008 | (Decrease) | Change | 2009 | 2008 | (Decrease) | Change | |||||||||||||||||||||||||
|
Community base rental income
|
$ | 253,379 | $ | 245,833 | $ | 7,546 | 3.1 | % | $ | 253,379 | $ | 245,833 | $ | 7,546 | 3.1 | % | ||||||||||||||||
|
Resort base rental income
|
105,601 | 104,304 | 1,297 | 1.2 | % | 124,822 | 111,876 | 12,946 | 11.6 | % | ||||||||||||||||||||||
|
Right-to-use annual payments
|
— | — | — | — | 50,765 | 19,667 | 31,098 | 158.1 | % | |||||||||||||||||||||||
|
Right-to-use contracts current period, gross
|
— | — | — | — | 21,526 | 10,951 | 10,575 | 96.6 | % | |||||||||||||||||||||||
|
Right-to-use contracts, deferred, net of prior period
amortization
|
— | — | — | — | (18,882 | ) | (10,611 | ) | 8,271 | 77.9 | % | |||||||||||||||||||||
|
Utility and other income
|
41,422 | 38,921 | 2,501 | 6.4 | % | 47,685 | 41,633 | 6,052 | 14.5 | % | ||||||||||||||||||||||
|
Property operating revenues
|
400,402 | 389,058 | 11,344 | 2.9 | % | 479,295 | 419,349 | 59,946 | 14.3 | % | ||||||||||||||||||||||
|
Property operating and maintenance
|
130,473 | 131,821 | (1,348 | ) | (1.0 | )% | 180,870 | 152,363 | 28,507 | 18.7 | % | |||||||||||||||||||||
|
Real estate taxes
|
28,012 | 27,963 | 49 | 0.2 | % | 31,674 | 29,457 | 2,217 | 7.5 | % | ||||||||||||||||||||||
|
Sales and marketing, gross
|
— | — | — | — | 13,536 | 7,116 | 6,420 | 90.2 | % | |||||||||||||||||||||||
|
Sales and marketing, deferred commissions, net
|
— | — | — | — | (5,729 | ) | (3,644 | ) | (2,085 | ) | (57.2 | %) | ||||||||||||||||||||
|
Property management
|
20,095 | 20,999 | (904 | ) | (4.3 | )% | 33,383 | 25,451 | 7,932 | 31.2 | % | |||||||||||||||||||||
|
Property operating expenses
|
178,580 | 180,783 | (2,203 | ) | (1.2 | )% | 253,734 | 210,743 | 42,991 | 20.4 | % | |||||||||||||||||||||
|
Income from property operations
|
$ | 221,822 | $ | 208,275 | $ | 13,547 | 6.5 | % | $ | 225,561 | $ | 208,606 | $ | 16,955 | 8.1 | % | ||||||||||||||||
Property
Operating Revenues
The 2.9% increase in the Core Portfolio property operating
revenues reflects (i) a 3.3% increase in rates for our
community base rental income offset by a 0.2% decrease in
occupancy, (ii) a 1.2% increase in revenues for our core
resort base income comprised of an increase of 5.5% in annual
revenues, offset by a 8.4% decrease in seasonal resort revenue
and a 2.7% decrease in transient revenue, and (iii) an
increase of 6.4% in core utility and other income primarily due
to increased pass-throughs at certain Properties. The Total
Portfolio property operating revenues increase of 14.3% is
primarily due to the consolidation of the right-to-use
Properties beginning August 14, 2008 as a result of the PA
Transaction. The right-to-use annual payments represent the
annual payments earned on right-to-use contracts acquired in the
PA Transaction or sold since the PA
39
Table of Contents
Transaction on August 14, 2008. The right-to-use contracts
current period, gross represents all right-to-use contract sales
during the year. The right-to-use contracts, deferred represents
the deferral of current period sales into future periods, offset
by the amortization of revenue deferred in prior periods. See
Note 2 (n) in the Notes to Consolidated Financial
Statements contained in this
Form 10-K.
Property
Operating Expenses
The 1.2% decrease in property operating expenses in the Core
Portfolio reflects a 1.0% decrease in property operating and
maintenance expenses and a 4.3% decrease in property management
expenses. Our Total Portfolio property operating and maintenance
expenses and real estate taxes increased due to the
consolidation of the right-to-use Properties beginning
August 14, 2008 as a result of the PA Transaction. Total
Portfolio sales and marketing expense are all related to the
costs incurred for the sale of right-to-use contracts. Sales and
marketing, deferred commissions, net represents commissions on
right-to-use contract sales deferred until future periods to
match the deferral of the right-to-use contract sales, offset by
the amortization of prior period commission. Total Portfolio
property management expenses primarily increased due to the PA
Transaction.
Home
Sales Operations
The following table summarizes certain financial and statistical
data for the Home Sales Operations for the years ended
December 31, 2009 and 2008 (amounts in thousands, except
sales volumes).
| 2009 | 2008 | Variance | % Change | |||||||||||||
|
Gross revenues from new home sales
|
$ | 3,397 | $ | 19,013 | $ | (15,616 | ) | (82.1 | )% | |||||||
|
Cost of new home sales
|
(4,681 | ) | (21,219 | ) | 16,538 | 77.9 | % | |||||||||
|
Gross loss from new home sales
|
(1,284 | ) | (2,206 | ) | 922 | 41.8 | % | |||||||||
|
Gross revenues from used home sales
|
3,739 | 2,832 | 907 | 32.0 | % | |||||||||||
|
Cost of used home sales
|
(2,790 | ) | (2,850 | ) | 60 | 2.1 | % | |||||||||
|
Gross profit (loss) from used home sales
|
949 | (18 | ) | 967 | 5,372.2 | % | ||||||||||
|
Brokered resale revenues, net
|
758 | 1,094 | (336 | ) | (30.7 | )% | ||||||||||
|
Home selling expenses
|
(2,383 | ) | (5,776 | ) | 3,393 | 58.7 | % | |||||||||
|
Ancillary services revenues, net
|
2,745 | 1,197 | 1,548 | 129.3 | % | |||||||||||
|
Income (loss) from home sales operations and other
|
$ | 785 | $ | (5,709 | ) | $ | 6,494 | 113.8 | % | |||||||
|
Home sales volumes:
|
||||||||||||||||
|
New home sales(1)
|
113 | 378 | (265 | ) | (70.1 | )% | ||||||||||
|
Used home sales(2)
|
747 | 407 | 340 | 83.5 | % | |||||||||||
|
Brokered home resales
|
612 | 786 | (174 | ) | (22.1 | %) | ||||||||||
| (1) | Includes third party home sales of 28 and 71 for the years ended December 31, 2009 and 2008, respectively. | |
| (2) | Includes third party home sales of seven and one for the years ended December 31, 2009 and 2008, respectively. |
Income from home sales operations increased primarily as a
result of lower home selling expenses and increased ancillary
services revenues, net. Gross loss from new home sales was
offset by profit from used home sales and resales. Gross loss
from new home sales includes an increase in inventory reserve of
approximately $0.9 million. The increase in used home sales
profit and volumes is primarily due to sales of resort cottages
at the right-to-use Properties. Home selling expenses for 2009
have decreased compared to 2008 as a result of lower new home
sales volumes and decreased advertising costs. Ancillary
services revenues, net, increased primarily due to the inclusion
of the ancillary activities of the right-to-use Properties
consolidated by the Company as of August 14, 2008.
40
Table of Contents
Rental
Operations
The following table summarizes certain financial and statistical
data for manufactured home Rental Operations for the years ended
December 31, 2009 and 2008 (dollars in thousands). Except
as otherwise noted, the amounts below are included in Ancillary
services revenue, net, in the Home Sales Operations table in
previous section.
| 2009 | 2008 | Variance | % Change | |||||||||||||
|
Manufactured homes:
|
||||||||||||||||
|
New Home
|
$ | 6,570 | $ | 3,870 | $ | 2,700 | 69.8 | % | ||||||||
|
Used Home
|
9,187 | 7,100 | 2,087 | 29.4 | % | |||||||||||
|
Rental operations revenue(1)
|
15,757 | 10,970 | 4,787 | 43.6 | % | |||||||||||
|
Property operating and maintenance
|
2,036 | 2,022 | 14 | 0.7 | % | |||||||||||
|
Real estate taxes
|
176 | 127 | 49 | 38.6 | % | |||||||||||
|
Rental operations expenses
|
2,212 | 2,149 | 63 | 2.9 | % | |||||||||||
|
Income from rental operations
|
13,545 | 8,821 | 4,724 | 53.6 | % | |||||||||||
|
Depreciation
|
(2,361 | ) | (1,222 | ) | (1,139 | ) | (93.2 | )% | ||||||||
|
Income from rental operations, net of depreciation
|
$ | 11,184 | $ | 7,599 | $ | 3,585 | 47.2 | % | ||||||||
|
Number of occupied rentals — new, end of period
|
595 | 433 | 162 | 37.4 | % | |||||||||||
|
Number of occupied rentals — used, end of period
|
1,158 | 799 | 359 | 44.9 | % | |||||||||||
| (1) | Approximately $11.9 million and $8.4 million as of December 31, 2009 and 2008, respectively, are included in Community base rental income in the Property Operations table. |
The increase in income from rental operations and depreciation
expense is primarily due to the increase in the number of
occupied rentals.
Other
Income and Expenses
The following table summarizes other income and expenses for the
years ended December 31, 2009 and 2008 (amounts in
thousands).
| 2009 | 2008 | Variance | % Change | |||||||||||||
|
Interest income
|
$ | 5,119 | $ | 3,095 | $ | 2,024 | 65.4 | % | ||||||||
|
Income from other investments, net
|
8,168 | 17,006 | (8,838 | ) | (52.0 | )% | ||||||||||
|
General and administrative
|
(22,279 | ) | (20,617 | ) | (1,662 | ) | (8.1 | )% | ||||||||
|
Rent control initiatives
|
(456 | ) | (1,555 | ) | 1,099 | 70.7 | % | |||||||||
|
Interest and related amortization
|
(98,311 | ) | (99,430 | ) | 1,119 | 1.1 | % | |||||||||
|
Depreciation on corporate assets
|
(1,039 | ) | (390 | ) | (649 | ) | (166.4 | )% | ||||||||
|
Depreciation on real estate and other costs
|
(69,049 | ) | (66,193 | ) | (2,856 | ) | (4.3 | )% | ||||||||
|
Total other expenses, net
|
$ | (177,847 | ) | $ | (168,084 | ) | $ | (9,763 | ) | (5.8 | )% | |||||
Interest income is higher primarily due to interest income on
Contracts Receivable purchased on August 14, 2008 in the PA
Transaction or originated after the PA Transaction. Income from
other investments, net, decreased primarily due to lower
Privileged Access lease income of $14.9 million received
during 2008 offset by the following incremental increases in
2009: $1.1 million of insurance proceeds, $1.1 million
in Tropical Palms lease payments, Caledonia sale and Caledonia
lease income of $1.0 million, and net RPI and TTMSI
income of $1.9 million. General and administrative expense
increased primarily due to higher payroll, professional fees,
and rent and utilities. General and administrative in 2009
includes approximately $0.4 million of costs related to
41
Table of Contents
transactions required to be expensed in accordance with FASB ASC
805. Prior to 2009, such costs were capitalized in accordance
with SFAS No. 141.
The Company has determined that certain depreciable assets
acquired during years prior to 2009 were inadvertently omitted
from prior year depreciation expense calculations. Since the
total amounts involved were immaterial to the Company’s
financial position and results of operations, the Company has
decided to record additional depreciation expense in 2009 to
reflect this adjustment. As a result, the year ended
December 31, 2009 includes approximately $1.8 million
of prior period depreciation expense.
Equity
in Income of Unconsolidated Joint Ventures
For the year ended December 31, 2009, equity in income of
unconsolidated joint ventures decreased $0.9 million
primarily due to a $1.1 million gain in 2009 on the sale of
our 25% interest in two Diversified Portfolio joint ventures,
offset by a $0.6 million gain in 2008 on the payoff of our
share of seller financing in excess of basis on one Lakeshore
investment, and a gain of $1.6 million in 2008 on the sale
of our interest in four Morgan joint venture Properties in 2008.
Comparison
of Year Ended December 31, 2008 to Year Ended
December 31, 2007
The following table summarizes certain financial and statistical
data for the Property Operations for all Properties owned and
operated for the same period in both years (“Core
Portfolio”) and the Total Portfolio for the years ended
December 31, 2008 and 2007 (amounts in thousands). The Core
Portfolio may change from time-to-time depending on
acquisitions, dispositions and significant transactions or
unique situations. The Core Portfolio in this comparison of the
year ended December 31, 2008 to December 31, 2007
includes all Properties acquired on or prior to
December 31, 2006 and which were owned and operated by the
Company during the year ended December 31, 2008.
| Core Portfolio | Total Portfolio | |||||||||||||||||||||||||||||||
|
Increase/
|
%
|
Increase/
|
%
|
|||||||||||||||||||||||||||||
| 2008 | 2007 | (Decrease) | Change | 2008 | 2007 | (Decrease) | Change | |||||||||||||||||||||||||
|
Community base rental income
|
$ | 245,833 | $ | 236,933 | $ | 8,900 | 3.8 | % | $ | 245,833 | $ | 236,933 | $ | 8,900 | 3.8 | % | ||||||||||||||||
|
Resort base rental income
|
98,884 | 95,895 | 2,989 | 3.1 | % | 111,876 | 102,372 | 9,504 | 9.3 | % | ||||||||||||||||||||||
|
Right-to-use annual payments
|
— | — | — | — | 19,667 | — | 19,667 | 100.0 | % | |||||||||||||||||||||||
|
Right-to-use contracts current period, gross
|
— | — | — | — | 10,951 | — | 10,951 | 100.0 | % | |||||||||||||||||||||||
|
Right-to-use contracts, deferred, net of prior period
amortization
|
— | — | — | — | (10,611 | ) | — | (10,611 | ) | (100.0 | )% | |||||||||||||||||||||
|
Utility and other income
|
38,389 | 36,380 | 2,009 | 5.5 | % | 41,633 | 36,849 | 4,784 | 13.0 | % | ||||||||||||||||||||||
|
Property operating revenues
|
383,106 | 369,208 | 13,898 | 3.8 | % | 419,349 | 376,154 | 43,195 | 11.5 | % | ||||||||||||||||||||||
|
Property operating and maintenance
|
128,738 | 123,656 | 5,082 | 4.1 | % | 152,363 | 127,342 | 25,021 | 19.6 | % | ||||||||||||||||||||||
|
Real estate taxes
|
27,434 | 27,046 | 388 | 1.4 | % | 29,457 | 27,429 | 2,028 | 7.4 | % | ||||||||||||||||||||||
|
Sales and marketing, gross
|
— | — | — | — | 7,116 | — | 7,116 | 100.0 | % | |||||||||||||||||||||||
|
Sales and marketing, deferred commissions, net
|
— | — | — | — | (3,644 | ) | — | (3,644 | ) | (100.0 | )% | |||||||||||||||||||||
|
Property management
|
20,293 | 18,147 | 2,146 | 11.8 | % | 25,451 | 18,385 | 7,066 | 38.4 | % | ||||||||||||||||||||||
|
Property operating expenses
|
176,465 | 168,849 | 7,616 | 4.5 | % | 210,743 | 173,156 | 37,587 | 21.7 | % | ||||||||||||||||||||||
|
Income from property operations
|
$ | 206,641 | $ | 200,359 | $ | 6,282 | 3.1 | % | $ | 208,606 | $ | 202,998 | $ | 5,608 | 2.8 | % | ||||||||||||||||
42
Table of Contents
Property
Operating Revenues
The 3.8% increase in the Core Portfolio property operating
revenues reflects (i) a 3.7% increase in rates for our
community base rental income combined with a 0.1% increase in
occupancy, (ii) a 3.1% increase in revenues for our resort
base income comprised of an increase of 6.9% in annual and 2.8%
in seasonal resort revenue, offset by a decrease of 8.5% in
transient revenue, and (iii) an increase of 5.5% in utility
and other income primarily due to increased pass-throughs at
certain Properties. The Total Portfolio property operating
revenues increase of 11.5% was primarily due to the
consolidation of the right-to-use Properties beginning
August 14, 2008 as a result of the PA Transaction. The
right-to-use annual payments represent the annual payments
earned on right-to-use contracts acquired in the PA Transaction
or sold since the PA Transaction on August 14, 2008. The
right-to-use contracts current period, gross represents all
right-to-use contract sales since the PA Transaction. The
right-to-use contracts, deferred represents the deferral of
current period sales into future periods. See Note 2
(n) in the Notes to Consolidated Financial Statements
contained in this
Form 10-K.
Property
Operating Expenses
The 4.5% increase in property operating expenses in the Core
Portfolio reflects a 4.1% increase in property operating and
maintenance expenses and a 11.8% increase in property management
expenses. The Core property operating and maintenance expense
increase is primarily due to payroll and utility expenses. Our
Total Portfolio property operating and maintenance expenses
increased by 21.7% due to the consolidation of the right-to-use
Properties beginning August 14, 2008 as a result of the PA
Transaction. Total Portfolio sales and marketing expense,
including commissions, are all related to the costs incurred for
the sale of right-to-use contracts since the PA Transaction on
August 14, 2008. Total Portfolio property management
expenses primarily increased due to the PA Transaction and the
increase in computer software costs. The sales and marketing,
deferred commissions, net represents commissions on right-to-use
contract sales deferred until future periods to match the
deferral of the right-to-use contract sales.
Home
Sales Operations
The following table summarizes certain financial and statistical
data for the Home Sales Operations for the years ended
December 31, 2008 and 2007 (amounts in thousands, except
sales volumes).
| 2008 | 2007 | Variance | % Change | |||||||||||||
|
Gross revenues from new home sales
|
$ | 19,013 | $ | 31,116 | $ | (12,103 | ) | (38.9 | )% | |||||||
|
Cost of new home sales
|
(21,219 | ) | (28,067 | ) | 6,848 | (24.4 | )% | |||||||||
|
Gross (loss) profit from new home sales
|
(2,206 | ) | 3,049 | (5,255 | ) | (172.4 | )% | |||||||||
|
Gross revenues from used home sales
|
2,832 | 2,217 | 615 | 27.7 | % | |||||||||||
|
Cost of used home sales
|
(2,850 | ) | (2,646 | ) | (204 | ) | (7.7 | )% | ||||||||
|
Gross loss from used home sales
|
(18 | ) | (429 | ) | 411 | 95.8 | % | |||||||||
|
Brokered resale revenues, net
|
1,094 | 1,528 | (434 | ) | (28.4 | )% | ||||||||||
|
Home selling expenses
|
(5,776 | ) | (7,555 | ) | 1,779 | 23.5 | % | |||||||||
|
Ancillary services revenues, net
|
1,197 | 2,436 | (1,239 | ) | (50.9 | )% | ||||||||||
|
Loss from home sales operations and other
|
$ | (5,709 | ) | $ | (971 | ) | $ | (4,738 | ) | (488.0 | )% | |||||
|
Home sales volumes:
|
||||||||||||||||
|
New home sales(1)
|
378 | 440 | (62 | ) | (14.1 | )% | ||||||||||
|
Used home sales(2)
|
407 | 296 | 111 | 37.5 | % | |||||||||||
|
Brokered home resales
|
786 | 967 | (181 | ) | (18.7 | %) | ||||||||||
| (1) | Includes third party home sales of 71 and 45 for the years ended December 31, 2008 and 2007, respectively. | |
| (2) | Includes third party home sales of one and nine for the years ended December 31, 2008 and 2007, respectively. |
43
Table of Contents
Loss from home sales operations increased as a result of lower
new and brokered resale volumes, lower gross profits per home
sold and the write-off of inventory home rebate receivable. The
decrease in home selling expenses is primarily due to lower
sales volumes and decreased advertising costs. During the year
ended December 31, 2008, the Company reclassified all of
its new and used manufactured home inventory to Buildings and
other depreciable property. The homes were reclassified as the
Company expects to rent the homes due to the decline in home
sales. Ancillary service revenues, net decreased by 50.9%
primarily due to $1.2 million of depreciation on new and
used rental homes.
Rental
Operations
During the year ended December 31, 2008, $57.8 million
of manufactured home inventory, including reserves of
approximately $0.8 million, was reclassified to Buildings
and other depreciable property on our Consolidated Balance
Sheets. The inventory moved included all new and used
manufactured home inventory, which the Company is primarily
renting. The following table summarizes certain financial and
statistical data for manufactured home Rental Operations for the
years ended December 31, 2008 and 2007 (dollars in
thousands). Except as otherwise noted, the amounts below are
included in Ancillary services revenue, net in the Home Sales
Operations table in previous section.
| 2008 | 2007 | Variance | % Change | |||||||||||||
|
Manufactured homes:
|
||||||||||||||||
|
New Home Revenues
|
$ | 3,870 | $ | 1,596 | $ | 2,274 | 142.5 | % | ||||||||
|
Used Home Revenues
|
7,100 | 5,446 | 1,654 | 30.4 | % | |||||||||||
|
Rental operations revenue(1)
|
10,970 | 7,042 | 3,928 | 55.8 | % | |||||||||||
|
Property operating and maintenance
|
2,022 | 1,105 | 917 | 83.0 | % | |||||||||||
|
Real estate taxes
|
127 | 67 | 60 | 89.6 | % | |||||||||||
|
Rental operations expenses
|
2,149 | 1,172 | 977 | 83.4 | % | |||||||||||
|
Income from rental operations
|
8,821 | 5,870 | 2,951 | 50.3 | % | |||||||||||
|
Depreciation
|
(1,222 | ) | — | (1,222 | ) | (100.0 | )% | |||||||||
|
Income from rental operations, net of depreciation
|
$ | 7,599 | $ | 5,870 | $ | 1,729 | 29.5 | % | ||||||||
|
Number of occupied rentals — new, end of period
|
433 | 191 | 242 | 126.7 | % | |||||||||||
|
Number of occupied rentals — used, end of period
|
799 | 716 | 83 | 11.6 | % | |||||||||||
| (1) | Approximately $8.4 million and $5.4 million as of December 31, 2008 and 2007, respectively, are included in Community base rental income in the Property Operations table. |
The increase in rental operations revenue and expenses is
primarily due to the increase in the number of occupied rentals.
The increase in depreciation is due to the depreciation of the
rental units starting during 2008 after being reclassified to
Buildings and other depreciable property.
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Table of Contents
Other
Income and Expenses
The following table summarizes other income and expenses for the
years ended December 31, 2008 and 2007 (amounts in
thousands).
| 2008 | 2007 | Variance | % Change | |||||||||||||
|
Interest income
|
$ | 3,095 | $ | 1,732 | $ | 1,363 | 78.7 | % | ||||||||
|
Income from other investments, net
|
17,006 | 22,476 | (5,470 | ) | (24.3 | )% | ||||||||||
|
General and administrative
|
(20,617 | ) | (15,591 | ) | (5,026 | ) | (32.2 | )% | ||||||||
|
Rent control initiatives
|
(1,555 | ) | (2,657 | ) | 1,102 | 41.5 | % | |||||||||
|
Interest and related amortization
|
(99,430 | ) | (103,070 | ) | 3,640 | 3.5 | % | |||||||||
|
Depreciation on corporate assets
|
(390 | ) | (437 | ) | 47 | 10.8 | % | |||||||||
|
Depreciation on real estate assets
|
(66,193 | ) | (63,554 | ) | (2,639 | ) | (4.2 | )% | ||||||||
|
Total other expenses, net
|
$ | (168,084 | ) | $ | (161,101 | ) | $ | (6,983 | ) | (4.3 | )% | |||||
Interest income is higher primarily due to interest income on
Contracts Receivable purchased in the PA Transaction. Income
from other investments, net decreased due to the reduction in
Privileged Access lease payments of $4.6 million and a
$0.9 million write off of a Privileged Access restatement
bonus. General and administrative expense increased due to
higher compensation cost increases, including the Long-term
Inventive Plan, of $3.8 million and increased professional
fees of $0.8 million. Rent control initiatives decreased as a
result of the refunding of $0.4 million in legal fees from
21st Mortgage Corporation suit in 2008 as well as a
decrease in trial activity compared to 2007 (see Note 18 in
the Notes to Consolidated Financial Statements contained in this
Form 10-K).
Interest and related amortization decreased due to lower
interest rates and amounts outstanding. Depreciation on real
estate assets includes $0.8 million of unamortized lease
costs expensed related to the termination of the Privileged
Access leases.
Equity
in Income of Unconsolidated Joint Ventures
For the year ended December 31, 2008, equity in income of
unconsolidated joint ventures increased $1.1 million
primarily due to a $0.6 million gain on the payoff of our
share of seller financing in excess of our basis on one
Lakeshore investment, and a gain of $1.6 million on the
sale of our interest in four Morgan joint venture Properties.
The increase was offset by distributions received in 2007 from
three joint ventures relating to debt financings by the joint
ventures. These distributions exceeded the Company’s basis
and were included in income from unconsolidated joint ventures
in 2007. In addition, 2007 included activity at nine former
joint ventures, which have been purchased by the Company.
Liquidity
and Capital Resources
Liquidity
As of December 31, 2009, the Company had
$145.1 million in cash and cash equivalents primarily held
in treasury reserve accounts, and $370.0 million available
on its lines of credit. The increase in the cash balance during
the year ended December 31, 2009 is primarily due to
$146.4 million of net proceeds generated from the sale of
4.6 million shares of our common stock in a public offering
that closed on June 29, 2009. The Company expects to meet
its short-term liquidity requirements, including its
distributions, generally through its working capital, net cash
provided by operating activities, proceeds from the sale of
Properties and availability under the existing lines of credit.
The Company expects to meet certain long-term liquidity
requirements such as scheduled debt maturities, property
acquisitions and capital improvements by use of its current cash
balance, long-term collateralized and uncollateralized
borrowings including borrowings under its existing lines of
credit and the issuance of debt securities or additional equity
securities in the Company, in addition to net cash provided by
operating activities. During 2009 and 2008, we received
financing proceeds from Fannie Mae secured by mortgages on
individual manufactured home Properties. The terms of the Fannie
Mae financings were relatively attractive as compared to other
potential lenders. If financing proceeds are no longer available
from Fannie Mae for any reason or if Fannie Mae terms are no
longer attractive, it may adversely affect cash flow
45
Table of Contents
and our ability to service debt and make distributions to
stockholders. The Company has approximately $183 million of
scheduled debt maturities in 2010 (excluding scheduled principal
payments on debt maturing in 2011 and beyond). The Company
expects to satisfy its 2010 maturities with its existing cash
balance and approximately $64.2 million of new financing
proceeds we expect to receive in 2010.
The table below summarizes cash flow activity for the years
ended December 31, 2009, 2008 and 2007 (amounts in
thousands).
|
For the Twelve Months Ended
|
||||||||||||
| December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Net cash provided by operating activities
|
$ | 150,389 | $ | 113,890 | $ | 122,791 | ||||||
|
Net cash used in investing activities
|
(34,756 | ) | (33,104 | ) | (25,604 | ) | ||||||
|
Net cash used in financing activities
|
(15,817 | ) | (41,259 | ) | (93,007 | ) | ||||||
|
Net increase in cash and cash equivalents
|
$ | 99,816 | $ | 39,527 | $ | 4,180 | ||||||
Operating
Activities
Net cash provided by operating activities increased
$36.5 million for the year ended December 31, 2009
from $113.9 million for the year ended December 31,
2008. The increase in 2009 is primarily due to increases in
income from property operations, income from home sales
operations and increases in our deferred revenue from the sale
of right-to-use contracts. Net cash provided by operating
activities decreased $8.9 million for the year ended
December 31, 2008 from $122.8 million for the year
ended December 31, 2007. This decrease reflects increases
in property operating income and interest income, offset by an
increase in depreciation expense, decreases in income from other
investments, net, and home sales.
Investing
Activities
Net cash used in investing activities reflects the impact of the
following investing activities:
Acquisitions
2009
Acquisitions
On February 13, 2009, the Company acquired the remaining
75% interests in three Diversified Portfolio joint ventures
known as (i) Robin Hill, a 270-site property in
Lenhartsville, Pennsylvania, (ii) Sun Valley, a
265-site
property in Brownsville, Pennsylvania, and (iii) Plymouth
Rock, a 609-site property in Elkhart Lake, Wisconsin. The gross
purchase price was approximately $19.2 million, and we
assumed mortgage loans of approximately $12.9 million with
a value of approximately $11.9 million and a weighted
average interest rate of 6% per annum.
On August 31, 2009, the Company acquired an internet and
media based advertising business located in Orlando, Florida for
approximately $3.7 million.
2008
Acquisitions
During the year ended December 31, 2008, we acquired two
Properties (see Note 5 in the Notes to Consolidated
Financial Statements contained in this
Form 10-K).
The combined investment in real estate for the acquisitions and
investments was approximately $3.9 million and was funded
with withdrawals of $2.1 million from our tax-deferred
exchange account and borrowings from our lines of credit. The
Company also acquired substantially all of the assets and
certain liabilities of Privileged Access for an unsecured note
payable of $2.0 million. Prior to the purchase, Privileged
Access had a
12-year
lease with the Company for 82 Properties that terminated upon
closing. The $2.0 million unsecured note payable accrued
interest at 10% per annum and was paid off December 17,
2009.
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Table of Contents
2007
Acquisitions
During the year ended December 31, 2007, we acquired three
Properties and acquired the remaining 75% interest in two joint
ventures (see Note 5 in the Notes to Consolidated Financial
Statements contained in this
Form 10-K).
The combined investment in real estate for the acquisitions and
investments was approximately $36.1 million and was funded
with new financing of $8.7 million, withdrawals of
$18.1 million from our tax-deferred exchange account, and
borrowings from our lines of credit.
Dispositions
On February 13, 2009, the Company sold its 25% interest in
two Diversified Portfolio joint ventures known as (i) Pine
Haven, a 625-site property in Ocean View, New Jersey and
(ii) Round Top, a 319-site property in Gettysburg,
Pennsylvania. A gain on sale of approximately $1.1 million
was recognized during the quarter ended March 31, 2009 and
is included in Equity in income of unconsolidated joint ventures.
On April 17, 2009, we sold Caledonia, a 247-site Property
in Caledonia, Wisconsin, for proceeds of approximately
$2.2 million. The Company recognized a gain on sale of
approximately $0.8 million which is included in Income from
other investments, net. In addition, we received approximately
$0.3 million of deferred rent due from the previous tenant.
On July 20, 2009, we sold Casa Village, a 490-site Property
in Billings, Montana for a stated purchase price of
approximately $12.4 million. The buyer assumed
$10.6 million of mortgage debt that had a stated interest
rate of 6.02% and was schedule to mature in 2013. The Company
recognized a gain on the sale of approximately
$5.1 million. Cash proceeds from the sale, net of closing
costs were approximately $1.1 million.
During the year ended December 31, 2008, the Company sold
its 25% interest in the following properties, Newpoint in New
Point, Virginia, Virginia Park in Old Orchard Beach, Maine, Club
Naples in Naples, Florida, and Gwynn’s Island in Gwynn,
Virginia, four properties held in the Morgan Portfolio, for
approximately $2.1 million. A gain on sale of approximately
$1.6 million was recognized. The Company also received
approximately $0.3 million of escrowed funds related to the
purchase of five Morgan Properties in 2005.
During year ended December 31, 2007, we sold three
Properties for approximately $23.7 million. The Company
recognized a gain of approximately $12.1 million. In order
to partially defer the taxable gain on the sales, the sales
proceeds, net of an eligible distribution of $2.4 million,
were deposited in a tax-deferred exchange account. The proceeds
from the sales were subsequently used in the like-kind
acquisitions of four Properties.
We currently have one all-age Property, known as Creekside,
held for disposition. On December 29, 2009, a
deed-in-lieu
of foreclosure agreement, signed by the Company was sent to the
loan servicer regarding our nonrecourse mortgage loan of
approximately $3.6 million secured by Creekside. See
Note 18 in the Notes to Consolidated Financial Statements
contained in this
Form 10-K.
The operating results of all properties sold or held for
disposition have been reflected in the discontinued operations
of the Consolidated Statements of Operations contained in this
Form 10-K.
Notes
Receivable Activity
The notes receivable activity during the year ended
December 31, 2009 of $0.4 million in cash inflow
reflects net repayments of $0.5 million from our Chattel
Loans, net repayments of $1.6 million from our Contract
Receivables and a net outflow of $1.7 million on other
notes receivable.
The notes receivable activity during the year ended
December 31, 2008 of $1.3 million in cash outflow
reflects net lending of $2.8 million from our Chattel Loans
and no net impact from our Contract Receivables. Contracts
Receivable purchased in the PA Transaction contributed a net
$19.6 million increase in non-cash inflow.
47
Table of Contents
Investments
in and distributions from unconsolidated joint
ventures
During the year ended December 31, 2009, the Company
received approximately $2.9 million in distributions from
our joint ventures. Approximately $2.9 million of these
distributions were classified as a return on capital and were
included in operating activities. Of these distributions,
approximately $1.1 million relates to the gain on sale of
the Company’s 25% interest in two Diversified joint
ventures.
During the year ended December 31, 2008, the Company
invested approximately $5.7 million in its joint ventures
to increase the Company’s ownership interest in Voyager RV
Resort to 50% from 25%. The Company also received approximately
$0.4 million held for the initial investment in one of the
Morgan Properties.
During the year ended December 31, 2008, the Company
received approximately $4.2 million in distributions from
our joint ventures. Approximately $3.7 million of these
distributions were classified as return on capital and were
included in operating activities. The remaining distributions of
approximately $0.5 million were classified as a return of
capital and were included in investing activities.
During the year ended December 31, 2007, the Company
invested approximately $2.7 million in developing one of
the Bar Harbor joint venture Properties, which resulted in an
increase of the Company’s ownership interest per the joint
venture agreement. As of December 31, 2007, the Bar Harbor
joint venture was consolidated with the operations of the
Company as the Company determined that as of December 31,
2007 we were the primary beneficiary by applying the standards
of FIN 46R. This consolidation had decreased the
Company’s investment in joint venture approximately
$11.1 million, with an offsetting increase in investment in
real estate.
During the year ended December 31, 2007, the Company
received approximately $5.2 million in distributions from
our joint ventures. $5.1 million of these distributions
were classified as return on capital and were included in
operating activities. The remaining distributions of
approximately $0.1 million were classified as a return of
capital and were included in investing activities and were
related to refinancings at three of our joint venture
Properties. Approximately $2.5 million of the distributions
received exceeded the Company’s basis in its joint venture
and as such were recorded in income from unconsolidated joint
ventures.
In addition, the Company recorded approximately
$2.9 million, $3.8 million and $2.7 million of
net income from joint ventures, net of $1.3 million,
$1.8 million and $1.4 million of depreciation, in the
years ended December 31, 2009, 2008 and 2007, respectively.
Due to the Company’s inability to control the joint
ventures, the Company accounts for its investment in the joint
ventures using the equity method of accounting.
Capital
improvements
The table below summarizes capital improvements activity for the
years ended December 31, 2009, 2008, and 2007(amounts in
thousands).
| For the Year Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Recurring Cap Ex(1)
|
$ | 17,415 | $ | 15,319 | $ | 14,458 | ||||||
|
New construction — expansion
|
818 | 850 | 2,059 | |||||||||
|
New construction — upgrades(2)
|
2,874 | 4,869 | 3,316 | |||||||||
|
Home site development(3)
|
8,185 | 5,414 | 7,421 | |||||||||
|
Hurricane related
|
— | 66 | 1,512 | |||||||||
|
Total Property
|
29,292 | 26,518 | 28,766 | |||||||||
|
Corporate(4)
|
1,584 | 198 | 618 | |||||||||
|
Total Capital improvements
|
$ | 30,876 | $ | 26,716 | $ | 29,384 | ||||||
| (1) | Recurring capital expenditures (“Recurring CapEx”) are primarily comprised of common area improvements, furniture, and mechanical improvements. |
48
Table of Contents
| (2) | New construction — upgrades primarily represents costs to improve and upgrade Property infrastructure or amenities. | |
| (3) | Home site development includes acquisitions of or improvements to rental units for the year ended December 31, 2009. Acquisitions of or improvements to rental units in the years ended December 31, 2008 and 2007 were included in Inventory changes on our Consolidated Statements of Cash Flow. | |
| (4) | Includes approximately $1.2 million spent to renovate the corporate headquarters, of which approximately $0.9 million was reimbursed by the landlord as a tenant allowance. |
Financing
Activities
Net cash used in financing activities reflects the impact of the
following:
Mortgages
and Credit Facilities
2009
Activity
During the year ended December 31, 2009, the Company closed
on approximately $107.5 million of new financing, on six
manufactured home properties, with a weighted average interest
rate of 6.32% that mature in 10 years. We used the proceeds
from the financing to pay-off approximately $106.7 million
on 20 Properties, with a weighted average interest rate of 7.36%.
On February 13, 2009, in connection with the acquisition of
the remaining 75% interests in the Diversified Portfolio joint
venture, we assumed mortgages of approximately
$11.9 million with a weighted average interest rate of
5.95% and weighted average maturity of five years.
On December 17, 2009, the Company paid off the
$2 million unsecured note payable to Privileged Access.
2008
Activity
During the year ended December 31, 2008, the Company closed
on approximately $231.0 million of new financing on 15
manufactured home Properties, with a weighted average interest
rate of 6.01% that mature in 10 years. We used the proceeds
from the financing to pay-off approximately $245.8 million
on 28 Properties, with a weighted average interest rate of 5.54%.
2007
Activity
During the year ended December 31, 2007, the Company
completed the following transactions:
| • | Paid off approximately $19.0 million of mortgage debt on four manufactured home Properties. | |
| • | In connection with the acquisition of Mesa Verde, during the first quarter of 2007, the Company assumed $3.5 million in mortgage debt bearing interest at 4.94% per annum and was repaid in May 2008. | |
| • | In connection with the acquisition of Winter Garden, during the second quarter of 2007, the Company assumed $4.0 million in mortgage debt bearing interest at 4.3% per annum and was repaid in August 2008. | |
| • | In September 2007, we amended our existing unsecured Lines of Credit (“LOC”) to expand our borrowing capacity from $275 million to $370 million. The lines of credit continue to accrue interest at LIBOR plus a maximum of 1.20% per annum, have a 0.15% facility fee, mature on June 30, 2010, and have a one-year extension option. We incurred commitment and arrangement fees of approximately $0.3 million to increase our borrowing capacity. |
Secured
Property Debt
As of December 31, 2009, our secured long-term debt balance
was approximately $1.6 billion, with a weighted average
interest rate in 2009 of approximately 6.1% per annum. The debt
bears interest at rates
49
Table of Contents
between 5.0% and 10.0% per annum and matures on various dates
primarily ranging from 2010 to 2019. Excluding scheduled
principal amortization, we have approximately $184 million
of long-term debt maturing in 2010 and approximately
$56 million maturing in 2011. The weighted average term to
maturity for the long-term debt is approximately 5.5 years.
During the first half of 2010, the Company expects to close on
approximately $64.2 million of financing on three
manufactured home Properties at a weighted average interest rate
of 6.92% per annum, maturing in 10 years. We have locked
rate with Fannie Mae on these loans. There can be no assurance
such financings will occur or as to the timing and terms of such
anticipated financing.
The Company expects to satisfy its secured debt maturities of
approximately $184 million occurring prior to
December 31, 2010 with the proceeds from the financings of
the three mortgages noted above and its existing cash balance,
which is approximately $145 million as of December 31,
2009. The expected timing and amounts of the most significant
payoffs are as follows: i) approximately $100 million
in April of 2010 and ii) approximately $75 million in
August of 2010.
Unsecured
Debt
We have two unsecured Lines of Credit (“LOC”) with a
maximum borrowing capacity of $350 million and
$20 million, respectively, which bear interest at a per
annum rate of LIBOR plus a maximum of 1.20% per annum, have a
0.15% facility fee, mature on June 30, 2010, and have a
one-year extension option. The weighted average interest rate
for the year ended December 31, 2009 for our unsecured debt
was approximately 1.7% per annum. Throughout the year ended
December 31, 2009, we borrowed $50.9 million and paid
down $143.9 million on the lines of credit for a net pay
down of $93.0 million. As of December 31, 2009, there
were no amounts outstanding on the lines of credit.
Other
Loans
During 2007, we borrowed $4.3 million to finance our
insurance premium payments. As of December 31, 2007, this
loan had been paid off.
During December 2009, we borrowed approximately
$1.5 million which is secured by individual manufactured
homes. This financing provided by the dealer requires monthly
payments, bears interest at 8.5% and matures on the earlier of:
1) the date the home is sold, or 2) November 20,
2016.
Certain of the Company’s mortgages and credit agreements
contain covenants and restrictions including restrictions as to
the ratio of secured or unsecured debt versus encumbered or
unencumbered assets, the ratio of fixed charges-to-earnings
before interest, taxes, depreciation and amortization
(“EBITDA”), limitations on certain holdings and other
restrictions.
Contractual
Obligations
As of December 31, 2009, we were subject to certain
contractual payment obligations as described in the table below
(dollars in thousands):
|
Contractual Obligations
|
Total | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | ||||||||||||||||||||||||
|
Long Term Borrowings(1)
|
$ | 1,548,692 | $ | 203,663 | $ | 75,719 | $ | 21,806 | $ | 121,685 | $ | 200,829 | $ | 533,392 | $ | 391,598 | ||||||||||||||||
|
Weighted average interest rates
|
6.12 | % | 5.91 | % | 5.82 | % | 5.78 | % | 5.78 | % | 5.79 | % | 5.82 | % | 6.14 | % | ||||||||||||||||
| (1) | Balance excludes net premiums and discounts of $0.8 million. Balances include debt maturing and scheduled periodic principal payments. |
The Company does not include Preferred OP Unit
distributions, interest expense, insurance, property taxes and
cancelable contracts in the contractual obligations table above.
The Company leases land under non-cancelable operating leases at
certain of the Properties expiring in various years from 2013 to
2054, with terms which require twelve equal payments per year
plus additional rents
50
Table of Contents
calculated as a percentage of gross revenues. For the years
ended December 31, 2009, 2008, and 2007, ground lease rent
was approximately $1.9 million, $1.8 million, and
$1.6 million, respectively. Minimum future rental payments
under the ground leases are approximately $1.9 million for
each of the next five years and approximately $18.7 million
thereafter.
With respect to maturing debt, the Company has staggered the
maturities of its long-term mortgage debt over an average of
approximately six years, with no more than $533 million
(which is due in 2015) in principal maturities coming due
in any single year. The Company believes that it will be able to
refinance its maturing debt obligations on a secured or
unsecured basis; however, to the extent the Company is unable to
refinance its debt as it matures, it believes that it will be
able to repay such maturing debt from operating cash flow, asset
sales
and/or
the proceeds from equity issuances. With respect to any
refinancing of maturing debt, the Company’s future cash
flow requirements could be impacted by significant changes in
interest rates or other debt terms, including required
amortization payments.
Equity
Transactions
In order to qualify as a REIT for federal income tax purposes,
the Company must distribute 90% or more of its taxable income
(excluding capital gains) to its stockholders. The following
regular quarterly distributions have been declared and paid to
common stockholders and non-controlling interests since
January 1, 2007.
|
For the Quarter
|
Stockholder Record
|
|||||||||||
|
Distribution Amount Per Share
|
Ending | Date | Payment Date | |||||||||
|
$0.1500
|
March 31, 2007 | March 30, 2007 | April 13, 2007 | |||||||||
|
$0.1500
|
June 30, 2007 | June 29, 2007 | July 13, 2007 | |||||||||
|
$0.1500
|
September 30, 2007 | September 28, 2007 | October 12, 2007 | |||||||||
|
$0.1500
|
December 31, 2007 | December 28, 2007 | January 11, 2008 | |||||||||
|
$0.2000
|
March 31, 2008 | March 28, 2008 | April 11, 2008 | |||||||||
|
$0.2000
|
June 30, 2008 | June 27, 2008 | July 11, 2008 | |||||||||
|
$0.2000
|
September 30, 2008 | September 26, 2008 | October 10, 2008 | |||||||||
|
$0.2000
|
December 31, 2008 | December 26, 2008 | January 9, 2009 | |||||||||
|
$0.2500
|
March 31, 2009 | March 27, 2009 | April 10, 2009 | |||||||||
|
$0.2500
|
June 30, 2009 | June 26, 2009 | July 10, 2009 | |||||||||
|
$0.3000
|
September 30, 2009 | September 25, 2009 | October 9, 2009 | |||||||||
|
$0.3000
|
December 31, 2009 | December 24, 2009 | January 8, 2010 | |||||||||
2009
Activity
On November 10, 2009, the Company announced that in 2010
the annual distribution per common share will be $1.20 per share
up from $1.10 per share in 2009 and $0.80 per share in 2008.
This decision recognizes the Company’s investment
opportunities and the importance of its dividend to its
stockholders.
On June 29, 2009, the Company issued 4.6 million
shares of common stock in an equity offering for approximately
$146.4 million in proceeds, net of offering costs.
On December 31, 2009, September 30, 2009,
June 30, 2009 and March 31, 2009, the Operating
Partnership paid distributions of 8.0625% per annum on the
$150 million Series D 8% Units and 7.95% per annum on
the $50 million of Series F 7.95% Units.
During the year ended December 31, 2009, we received
approximately $4.9 million in proceeds from the issuance of
shares of common stock, through stock option exercises and the
Company’s Employee Stock Purchase Plan (“ESPP”).
51
Table of Contents
2008
Activity
On December 31, 2008, September 30, 2008,
June 30, 2008 and March 31, 2008, the Operating
Partnership paid distributions of 8.0625% per annum on the
$150 million Series D 8% Units and 7.95% per annum on
the $50 million of Series F 7.95% Units.
During the year ended December 31, 2008, we received
approximately $4.7 million in proceeds from the issuance of
shares of common stock through stock option exercises and the
Company’s ESPP.
2007
Activity
On December 28, 2007, September 28, 2007,
June 29, 2007 and March 30, 2007, the Operating
Partnership paid distributions of 8.0625% per annum on the
$150 million Series D 8% Units and 7.95% per annum on
the $50 million of Series F 7.95% Units.
During the year ended December 31, 2007, we received
approximately $3.7 million in proceeds from the issuance of
shares of common stock through stock option exercises and the
Company’s ESPP.
Inflation
Substantially all of the leases at the Properties allow for
monthly or annual rent increases which provide us with the
opportunity to achieve increases, where justified by the market,
as each lease matures. Such types of leases generally minimize
the risks of inflation to the Company. In addition, our resort
Properties are not generally subject to leases and rents are
established for these sites on an annual basis. Our right-to-use
contracts generally provide for an annual dues increase, but
dues may be frozen under the terms of certain contracts if the
customer is over 61 years old.
Funds
From Operations
Funds from Operations (“FFO”) is a non-GAAP financial
measure. We believe FFO, as defined by the Board of Governors of
the National Association of Real Estate Investment Trusts
(“NAREIT”), is generally an appropriate measure of
performance for an equity REIT. While FFO is a relevant and
widely used measure of operating performance for equity REITs,
it does not represent cash flow from operations or net income as
defined by GAAP, and it should not be considered as an
alternative to these indicators in evaluating liquidity or
operating performance.
We define FFO as net income, computed in accordance with GAAP,
excluding gains or actual or estimated losses from sales of
properties, plus real estate related depreciation and
amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated
partnerships and joint ventures are calculated to reflect FFO on
the same basis. We receive up-front non-refundable payments from
the sale of right-to-use contracts. In accordance with GAAP, the
upfront non-refundable payments and related commissions are
deferred and amortized over the estimated customer life.
Although the NAREIT definition of FFO does not address the
treatment of nonrefundable right-to-use payments, we believe
that it is appropriate to adjust for the impact of the deferral
activity in our calculation of FFO. We believe that FFO is
helpful to investors as one of several measures of the
performance of an equity REIT. We further believe that by
excluding the effect of depreciation, amortization and gains or
actual or estimated losses from sales of real estate, all of
which are based on historical costs and which may be of limited
relevance in evaluating current performance, FFO can facilitate
comparisons of operating performance between periods and among
other equity REITs. We believe that the adjustment to FFO for
the net revenue deferral of upfront non-refundable payments and
expense deferral of right-to-use contract commissions also
facilitates the comparison to other equity REITs. Investors
should review FFO, along with GAAP net income and cash flow from
operating activities, investing activities and financing
activities, when evaluating an equity REIT’s operating
performance. We compute FFO in accordance with our
interpretation of standards established by 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. FFO does not represent cash generated from operating
activities in accordance with GAAP, nor does it represent cash
available to pay distributions and
52
Table of Contents
should not be considered as an alternative to net income,
determined in accordance with GAAP, as an indication of our
financial performance, or to cash flow from operating
activities, determined in accordance with GAAP, as a measure of
our liquidity, nor is it indicative of funds available to fund
our cash needs, including our ability to make cash distributions.
The following table presents a calculation of FFO for the years
ended December 31, 2009, 2008 and 2007 (amounts in
thousands):
| 2009 | 2008 | 2007 | ||||||||||
|
Computation of funds from operations:
|
||||||||||||
|
Net income available for common shares
|
$ | 34,005 | $ | 18,303 | $ | 32,102 | ||||||
|
Income allocated to common OP Units
|
6,113 | 4,297 | 7,705 | |||||||||
|
Right-to-use contract sales, deferred, net
|
18,882 | 10,611 | — | |||||||||
|
Right-to-use contract commissions, deferred, net
|
(5,729 | ) | (3,644 | ) | — | |||||||
|
Depreciation on real estate assets and other
|
69,049 | 66,193 | 63,554 | |||||||||
|
Depreciation on unconsolidated joint ventures
|
1,250 | 1,776 | 1,427 | |||||||||
|
(Gain) loss on real estate
|
(5,488 | ) | 79 | (12,036 | ) | |||||||
|
Funds from operations available for common shares
|
$ | 118,082 | $ | 97,615 | $ | 92,752 | ||||||
|
Weighted average common shares outstanding — fully
diluted
|
32,944 | 30,498 | 30,414 | |||||||||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Market risk is the risk of loss from adverse changes in market
prices and interest rates. Our earnings, cash flows and fair
values relevant to financial instruments are dependent on
prevailing market interest rates. The primary market risk we
face is long-term indebtedness, which bears interest at fixed
and variable rates. The fair value of our long-term debt
obligations is affected by changes in market interest rates. At
December 31, 2009, approximately 100% or approximately
$1.5 billion of our outstanding debt had fixed interest
rates, which minimizes the market risk until the debt matures.
For each increase in interest rates of 1% (or 100 basis
points), the fair value of the total outstanding debt would
decrease by approximately $83.2 million. For each decrease
in interest rates of 1% (or 100 basis points), the fair
value of the total outstanding debt would increase by
approximately $88.0 million.
At December 31, 2009, none of our outstanding debt was
short-term and at variable rates.
FORWARD-LOOKING
STATEMENTS
This report includes certain “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. When used, words such as
“anticipate,” “expect,” “believe,”
“project,” “intend,” “may be” and
“will be” and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are
intended to identify forward-looking statements. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, including, but not limited to:
| • | our ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and our success in acquiring new customers at our Properties (including those recently acquired); | |
| • | our ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that we may acquire; | |
| • | our assumptions about rental and home sales markets; | |
| • | in the age-qualified Properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility; |
53
Table of Contents
| • | results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing; | |
| • | impact of government intervention to stabilize site-built single family housing and not manufactured housing; | |
| • | the completion of future acquisitions, if any, and timing with respect thereto and the effective integration and successful realization of cost savings; | |
| • | ability to obtain financing or refinance existing debt on favorable terms or at all; | |
| • | the effect of interest rates; | |
| • | the dilutive effects of issuing additional common stock; | |
| • | the effect of accounting for the sale of agreements to customers representing a right-to-use the Properties under the Codification Topic “ Revenue Recognition ” (prior authoritative guidance: Staff Accounting Bulletin No. 104, Revenue Recognition in Consolidated Financial Statements, Corrected ); and | |
| • | other risks indicated from time to time in our filings with the Securities and Exchange Commission. |
These forward-looking statements are based on management’s
present expectations and beliefs about future events. As with
any projection or forecast, these statements are inherently
susceptible to uncertainty and changes in circumstances. The
Company is under no obligation to, and expressly disclaims any
obligation to, update or alter its forward-looking statements
whether as a result of such changes, new information, subsequent
events or otherwise.
| Item 8. | Financial Statements and Supplementary Data |
See Index to Consolidated Financial Statements on
page F-1
of this
Form 10-K.
| 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
The Company’s management, with the participation of the
Company’s Chief Executive Officer (principal executive
officer) and Chief Financial Officer (principal accounting
officer), maintains a system of disclosure controls and
procedures, designed to provide reasonable assurance that
information the Company is required to disclose in the reports
that the Company files 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 it will detect or uncover failures within the Company to
disclose material information otherwise required to be set forth
in our periodic reports.
The Company’s management with the participation of the
Chief Executive Officer and the Chief Financial Officer has
evaluated the effectiveness of the Company’s disclosure
controls and procedures as of December 31, 2009. Based on
that evaluation as of the end of the period covered by this
annual report, the Company’s Chief Executive Officer and
Chief Financial Officer concluded that the Company’s
disclosure controls and procedures were effective to give
reasonable assurances to the timely collection, evaluation and
disclosure of information relating to the Company that would
potentially be subject to disclosure under the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated there under as of December 31, 2009.
Changes
in Internal Control Over Financial Reporting
There were no material changes in the Company’s internal
control over financial reporting during the quarter ended
December 31, 2009.
54
Table of Contents
Report of
Management on Internal Control Over Financial
Reporting
Management of the Company 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. The Company’s
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.
Based on management’s assessment, the Company maintained,
in all material respects, effective internal control over
financial reporting as of December 31, 2009, using the
criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in
“Internal
Control-Integrated Framework.”
The effectiveness of the Company’s internal control over
financial reporting as of December 31, 2009 has been
audited by the Company’s independent registered public
accounting firm, as stated in their report on
Page F-2
of the Consolidated Financial Statements.
| Item 9B. | Other Information |
Pursuant to the authority granted in the Stock Option and Award
Plan, in November 2009 the Compensation Committee approved the
annual award of stock options to be granted to the Chairman of
the Board, the Compensation Committee Chairperson and Lead
Director, the Executive Committee Chairperson, and the Audit
Committee Chairperson and Audit Committee Financial Expert on
February 1, 2010 for their services rendered in 2009. On
February 1, 2010, Mr. Samuel Zell was awarded options
to purchase 100,000 shares of common stock, which he
elected to receive as 20,000 shares of restricted common
stock, for services rendered as Chairman of the Board;
Mrs. Sheli Rosenberg was awarded options to purchase
25,000 shares of common stock, which she elected to receive
as 5,000 shares of restricted common stock, for services
rendered as Lead Director and Chairperson of the Compensation
Committee; Mr. Howard Walker was awarded options to
purchase 15,000 shares of common stock, which he elected to
receive as 3,000 shares of restricted common stock, for
services rendered as Chairperson of the Executive Committee; and
Mr. Philip Calian was awarded options to purchase
15,000 shares of common stock, which he elected to receive
as 3,000 shares of restricted common stock, for services
rendered as Audit Committee Financial Expert and Audit Committee
Chairperson. One-third of the options to purchase common stock
and the shares of restricted common stock covered by these
awards vests on each of December 31, 2010,
December 31, 2011 and December 31, 2012.
55
Table of Contents
|
|
Directors, Executive Officers and Corporate Governance, and Executive Compensation |
The information required by Item 10 and 11 will be
contained in the 2009 Proxy Statement and is therefore
incorporated by reference, and thus Item 10 and 11 has 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 |
The information regarding securities authorized for issuance
under equity compensation plans required by Item 12 follows:
|
Number of
|
||||||||||||
|
Securities
|
||||||||||||
|
Number of
|
Remaining Available
|
|||||||||||
|
Securities to be
|
for Future Issuance
|
|||||||||||
|
Issued Upon
|
Weighted-Average
|
Under Equity
|
||||||||||
|
Exercise of
|
Exercise Price of
|
Compensation Plans
|
||||||||||
|
Outstanding
|
Outstanding
|
(Excluding Securities
|
||||||||||
|
Options, Warrants
|
Options, Warrants
|
Reflected in Column
|
||||||||||
|
and Rights
|
and Rights
|
(a))
|
||||||||||
|
Plan Category
|
(a) | (b) | (c) | |||||||||
|
Equity compensation plans approved by security holders(1)
|
841,851 | 39.86 | 970,442 | |||||||||
|
Equity compensation plans not approved by security holders(2)
|
N/A | N/A | 323,259 | |||||||||
|
Total
|
841,851 | 39.86 | 1,293,701 | |||||||||
| (1) | Includes shares of common stock under the Company’s Stock Option and Award Plan adopted in December 1992, and amended and restated from time to time, most recently amended effective March 23, 2001. The Stock Option and Award Plan and certain amendments thereto were approved by the Company’s stockholders. | |
| (2) | Represents shares of common stock under the Company’s Employee Stock Purchase Plan, which was adopted by the Board of Directors in July 1997, as amended in May 2006. Under the Employee Stock Purchase Plan, eligible employees make monthly 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 New York Stock Exchange rules then in effect, stockholder approval was not required for the Employee Stock Purchase Plan because it is a broad-based plan available generally to all employees. |
The information required by Item 403 of
Regulation S-K
“Security Ownership of Certain Beneficial Owners and
Management” required by Item 12 will be contained in
the 2009 Proxy Statement 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 Accountant Fees and Services |
The information required by Item 13 and Item 14 will
be contained in the 2009 Proxy Statement and is therefore
incorporated by reference, and thus Item 13 and 14 has been
omitted in accordance with General Instruction G(3) to
Form 10-K.
56
Table of Contents
| Item 15. | Exhibits and Financial Statements Schedules |
1. Financial Statement
See Index to Financial Statements and Schedules on
page F-1
of this
Form 10-K.
2. Financial Statement Schedules
See Index to Financial Statements and Schedules on
page F-1
of this
Form 10-K.
3. Exhibits:
In reviewing the agreements included as exhibits to this Annual
Report on
Form 10-K,
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 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-K
and our other public filings, which are available without charge
through the SEC’s website at
http://www.sec.gov.
| 2 | (a) | Admission Agreement between Equity Financial and Management Co., Manufactured Home Communities, Inc. and MHC Operating Partnership | ||
| 3 | .1(p) | Amended and Restated Articles of Incorporation of Equity Lifestyle Properties, Inc. effective May 15, 2007 | ||
| 3 | .4(r) | Second Amended and Restated Bylaws effective August 8, 2007 | ||
| 3 | .5(k) | Amended and Restated Articles Supplementary of Equity LifeStyle Properties, Inc. effective March 16, 2005 | ||
| 3 | .6(k) | Articles Supplementary of Equity LifeStyle Properties, Inc. effective June 23, 2005 | ||
| 4 | .1(w) | Amended and Restated 8.0625% Series D Cumulative Redeemable Perpetual Preference Units Term Sheet and Joinder to Second Amended and Restated Agreement of Limited Partnership | ||
| 4 | .2(w) | 7.95% Series F Cumulative Redeemable Perpetual Preference Units Term Sheet and Joinder to Second Amended and Restated Agreement of Limited Partnership | ||
| 4 | .3(w) | Form of Specimen Stock Certificate Evidencing the Common Stock of Equity LifeStyle Properties, Inc., par value $0.01 per share | ||
| 9 | Not applicable |
57
Table of Contents
| 10 | .3(b) | Agreement of Limited Partnership of MHC-De Anza Financing Limited Partnership | ||
| 10 | .4(c) | Second Amended and Restated MHC Operating Limited Partnership Agreement of Limited Partnership, dated March 15, 1996 | ||
| 10 | .5(l) | Amendment to Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership, dated February 27, 2004 | ||
| 10 | .10(d) | Form of Manufactured Home Communities, Inc. 1997 Non-Qualified Employee Stock Purchase Plan | ||
| 10 | .11(g) | Amended and Restated Manufactured Home Communities, Inc. 1992 Stock Option and Stock Award Plan effective March 23, 2001 | ||
| 10 | .12(f) | $110,000,000 Amended, Restated and Consolidated Promissory Note (DeAnza Mortgage) dated June 28, 2000 | ||
| 10 | .19(h) | Agreement of Plan of Merger (Thousand Trails), dated August 2, 2004 | ||
| 10 | .20(h) | Amendment No. 1 to Agreement of Plan of Merger (Thousand Trails), dated September 30, 2004 | ||
| 10 | .21(h) | Amendment No. 2 to Agreement of Plan of Merger (Thousand Trails), dated November 9, 2004 | ||
| 10 | .27(n) | Credit Agreement ($225 million Revolving Facility) dated June 29, 2006 | ||
| 10 | .28(n) | Second Amended and Restated Loan Agreement ($50 million Revolving Facility) dated July 14, 2006 | ||
| 10 | .29(m) | Amended and Restated Thousand Trails Lease Agreement dated April 14, 2006 | ||
| 10 | .31(m) | Amendment No. 3 to Agreement and Plan of Merger (Thousand Trails) dated April 14, 2006 | ||
| 10 | .33(o) | Amendment of Non-Qualified Employee Stock Purchase Plan dated May 3, 2006 | ||
| 10 | .34(o) | Form of Indemnification Agreement | ||
| 10 | .35(q) | Equity LifeStyle Properties, Inc. Long-Term Cash Incentive Plan dated May 15, 2007 | ||
| 10 | .36(q) | Equity LifeStyle Properties, Inc. Long-Term Cash Incentive Plan -- Form of 2007 Award Agreement dated May 15, 2007 | ||
| 10 | .37(s) | First Amendment to Credit Agreement ($400 million Revolving Facility) dated September 21, 2007 | ||
| 10 | .38(s) | First Amendment to Second Amended and Restated Loan Agreement ($20 million Revolving Facility) dated September 21, 2007 | ||
| 10 | .39(t) | Second Amended and Restated Lease Agreement dated as of January 1, 2008 by and between Thousand Trails Operations Holding Company, L.P. and MHC TT Leasing Company, Inc. | ||
| 10 | .41(t) | Employment Agreement dated as of January 1, 2008 by and between Joe McAdams and Equity LifeStyle Properties, Inc. | ||
| 10 | .42(u) | First Amendment to Second Amended and Restated Lease Agreement dated as of March 1, 2008 between MHC TT Leasing Company, Inc. and Thousand Trails Operations Holding Company, L.P. | ||
| 10 | .43(v) | Form of Trust Agreement Establishing Howard Walker Deferred Compensation Trust, dated December 8, 2000 | ||
| 10 | .44(x) | Underwriting Agreement, dated June 23, 2009 by and among Equity LifeStyle Properties, Inc., MHC Operating Limited Partnership, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC | ||
| 11 | Not applicable | |||
| 12 | (y) | Computation of Ratio of Earnings to Fixed Charges | ||
| 13 | Not applicable | |||
| 14 | (o) | Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy, dated July 2006 | ||
| 16 | Not applicable | |||
| 18 | Not applicable | |||
| 21 | (y) | Subsidiaries of the registrant | ||
| 22 | Not applicable | |||
| 23 | (y) | Consent of Independent Registered Public Accounting Firm |
58
Table of Contents
| 24 | .1(y) | Power of Attorney for Philip C. Calian dated February 16, 2010 | ||
| 24 | .2(y) | Power of Attorney for David J. Contis dated February 17, 2010 | ||
| 24 | .3(y) | Power of Attorney for Thomas E. Dobrowski dated February 17, 2010 | ||
| 24 | .4(y) | Power of Attorney for Sheli Z. Rosenberg dated February 17, 2010 | ||
| 24 | .5(y) | Power of Attorney for Howard Walker dated February 17, 2010 | ||
| 24 | .6(y) | Power of Attorney for Gary Waterman dated February 18, 2010 | ||
| 24 | .7(y) | Power of Attorney for Samuel Zell dated February 17, 2010 | ||
| 31 | .1(y) | Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002 | ||
| 31 | .2(y) | Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002 | ||
| 32 | .1(y) | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 | ||
| 32 | .2(y) | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 |
The following documents are incorporated herein by reference.
| (a) | Included as an exhibit to the Company’s Form S-11 Registration Statement, File No. 33-55994 | |||
| (b) | Included as an exhibit to the Company’s Report on Form 10-K dated December 31, 1994 | |||
| (c) | Included as an exhibit to the Company’s Report on Form 10-Q for the quarter ended June 30, 1996 | |||
| (d) | Included as Exhibit A to the Company’s definitive Proxy Statement dated March 28, 1997, relating to Annual Meeting of Stockholders held on May 13, 1997 | |||
| (e) | Included as an exhibit to the Company’s Form S-3 Registration Statement, filed November 12, 1999 (SEC File No. 333-90813) | |||
| (f) | Included as an exhibit to the Company’s Report on Form 10-K dated December 31, 2000 | |||
| (g) | Included as Appendix A to the Company’s Definitive Proxy Statement dated March 30, 2001 | |||
| (h) | Included as an exhibit to the Company’s Report on Form 8-K dated November 16, 2004 | |||
| (i) | Included as an exhibit to the Company’s Report on Form 8-K dated November 22, 2004 | |||
| (j) | Included as an exhibit to the Company’s Report on Form 10-K dated December 31, 2004 | |||
| (k) | Included as an exhibit to the Company’s Report on Form 10-Q dated June 30, 2005 | |||
| (l) | Included as an exhibit to the Company’s Report on Form 10-K dated December 31, 2005 | |||
| (m) | Included as an exhibit to the Company’s Report on Form 8-K dated April 14, 2006 | |||
| (n) | Included as an exhibit to the Company’s Report on Form 10-Q dated June 30, 2006 | |||
| (o) | Included as an exhibit to the Company’s Report on Form 10-K dated December 31, 2006 | |||
| (p) | Included as an exhibit to the Company’s Report on Form 8-K dated May 18, 2007 | |||
| (q) | Included as an exhibit to the Company’s Report on Form 8-K dated May 15, 2007 | |||
| (r) | Included as an exhibit to the Company’s Report on Form 8-K dated August 8, 2007 | |||
| (s) | Included as an exhibit to the Company’s Report on Form 8-K dated September 21, 2007 | |||
| (t) | Included as an exhibit to the Company’s Report on Form 8-K dated January 4, 2008 | |||
| (u) | Included as an exhibit to the Company’s Report on Form 10-Q dated March 31, 2008 | |||
| (v) | Included as an exhibit to the Company’s Report on Form 8-K dated December 8, 2000, filed on September 25, 2008 | |||
| (w) | Included as an exhibit to the Company’s Report on Form S-3 ASR dated May 6, 2009 | |||
| (x) | Included as an exhibit to the Company’s Report on Form 8-K dated June 23, 2009 | |||
| (y) | Filed herewith |
59
Table of Contents
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: February 25, 2010
|
By:
/s/ Thomas
P. Heneghan
Thomas
P. Heneghan
Chief Executive Officer (Principal Executive Officer) |
|
|
Date: February 25, 2010
|
By:
/s/ Michael
B. Berman
Michael
B. Berman
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
60
Table of Contents
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/ Thomas
P. Heneghan
|
Chief Executive Officer (Principal Executive Officer), and Director *Attorney-in-Fact | February 25, 2010 | ||||
|
/s/ Michael
B. Berman
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) *Attorney-in-Fact | February 25, 2010 | ||||
|
*Samuel
Zell
|
Chairman of the Board | February 25, 2010 | ||||
|
*Howard
Walker
|
Vice-Chairman of the Board | February 25, 2010 | ||||
|
*Philip C.
Calian
|
Director | February 25, 2010 | ||||
|
*David J.
Contis
|
Director | February 25, 2010 | ||||
|
*Thomas E.
Dobrowski
|
Director | February 25, 2010 | ||||
|
*Sheli Z.
Rosenberg
|
Director | February 25, 2010 | ||||
|
*Gary
Waterman
|
Director | February 25, 2010 | ||||
61
INDEX TO
FINANCIAL STATEMENTS
EQUITY
LIFESTYLE PROPERTIES, INC.
|
Page
|
||||
| F-2 | ||||
| F-3 | ||||
| F-4 | ||||
| F-5 and F-6 | ||||
| F-7 | ||||
| F-8 and F-9 | ||||
| F-10 | ||||
| S-1 | ||||
| S-2 | ||||
Note that certain schedules have been omitted, as they are not
applicable to the Company.
F-1
Table of Contents
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity Lifestyle
Properties, Inc.
We have audited Equity Lifestyle Properties, Inc’s (Equity
Lifestyle Properties or the Company) internal control over
financial reporting as of December 31, 2009, based on
criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). Equity Lifestyle
Properties’ 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 Item 9A.
Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based
on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). 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.
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 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.
In our opinion, Equity Lifestyle Properties, Inc., maintained,
in all material respects, effective internal control over
financial reporting as of December 31, 2009, based on the
COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets as of December 31, 2009 and
2008, and the related consolidated statements of operations,
equity, and cash flows for each of the three years in the period
ended December 31, 2009, and the financial statement
schedules listed in the Index at Item 15, of Equity
Lifestyle Properties, Inc., and our report dated
February 25, 2010, expressed an unqualified opinion thereon.
/s/
Ernst &
Young LLP
ERNST & YOUNG LLP
Chicago, Illinois
February 25, 2010
F-2
Table of Contents
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity Lifestyle
Properties, Inc.
We have audited the accompanying consolidated balance sheets of
Equity Lifestyle Properties, Inc. (Equity Lifestyle Properties
or the Company), as of December 31, 2009 and 2008, and the
related consolidated statements of operations, changes in equity
and cash flows for each of the three years in the period ended
December 31, 2009. Our audits also included the financial
statement schedules listed in the Index at Item 15. These
financial statements and the schedules are the responsibility of
the Company’s management. Our responsibility is to express
an opinion on these financial statements and the schedules based
on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Equity Lifestyle Properties at
December 31, 2009 and 2008, and the consolidated results of
its operations and its cash flows for each of the three years in
the period ended December 31, 2009, in conformity with
U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedules, when
considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the
information set forth therein.
As discussed in Note 2(o) to the consolidated financial
statements, the Company changed its method of accounting for
non-controlling interests upon the adoption of new accounting
pronouncements effective January 1, 2009, and applied
retrospectively.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Equity Lifestyle Properties’ internal control over
financial reporting as of December 31, 2009, based on
criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated February 25,
2010 expressed an unqualified opinion thereon.
/s/
Ernst &
Young LLP
ERNST & YOUNG LLP
Chicago, Illinois
February 25, 2010
F-3
Table of Contents
Equity
LifeStyle Properties, Inc.
As of December 31, 2009 and 2008
|
December 31,
|
December 31,
|
|||||||
| 2009 | 2008 | |||||||
| (Amounts in thousands, except for share data) | ||||||||
|
ASSETS
|
||||||||
|
Investment in real estate:
|
||||||||
|
Land
|
$ | 544,722 | $ | 541,979 | ||||
|
Land improvements
|
1,744,443 | 1,725,752 | ||||||
|
Buildings and other depreciable property
|
249,050 | 223,290 | ||||||
| 2,538,215 | 2,491,021 | |||||||
|
Accumulated depreciation
|
(629,768 | ) | (561,104 | ) | ||||
|
Net investment in real estate
|
1,908,447 | 1,929,917 | ||||||
|
Cash and cash equivalents
|
145,128 | 45,312 | ||||||
|
Notes receivable, net
|
29,952 | 31,799 | ||||||
|
Investment in joint ventures
|
9,442 | 9,676 | ||||||
|
Rents and other customer receivables, net
|
421 | 1,040 | ||||||
|
Deferred financing costs, net
|
11,382 | 12,408 | ||||||
|
Inventory, net
|
2,964 | 12,934 | ||||||
|
Deferred commission expense
|
9,373 | 3,644 | ||||||
|
Escrow deposits and other assets
|
49,210 | 44,917 | ||||||
|
Total Assets
|
$ | 2,166,319 | $ | 2,091,647 | ||||
|
LIABILITIES AND EQUITY
|
||||||||
|
Liabilities:
|
||||||||
|
Mortgage notes payable
|
$ | 1,547,901 | $ | 1,569,403 | ||||
|
Unsecured lines of credit
|
— | 93,000 | ||||||
|
Accrued payroll and other operating expenses
|
71,508 | 66,656 | ||||||
|
Deferred revenue — sale of
right-to-use
contracts
|
29,493 | 10,611 | ||||||
|
Accrued interest payable
|
8,036 | 8,335 | ||||||
|
Rents and other customer payments received in advance and
security deposits
|
44,368 | 41,302 | ||||||
|
Distributions payable
|
10,586 | 6,106 | ||||||
|
Total Liabilities
|
1,711,892 | 1,795,413 | ||||||
|
Commitments and contingencies
|
||||||||
|
Non-controlling interests — Perpetual Preferred OP
Units
|
200,000 | 200,000 | ||||||
|
Equity:
|
||||||||
|
Stockholders’ Equity:
|
||||||||
|
Preferred stock, $.01 par value 10,000,000 shares
authorized; none issued
|
— | — | ||||||
|
Common stock, $.01 par value 100,000,000 shares
authorized for 2009 and 2008; 30,350,745 and
25,051,322 shares issued and outstanding for 2009 and 2008,
respectively
|
301 | 238 | ||||||
|
Paid-in capital
|
456,696 | 320,084 | ||||||
|
Distributions in excess of accumulated earnings
|
(238,467 | ) | (241,609 | ) | ||||
|
Total Stockholders’ Equity
|
218,530 | 78,713 | ||||||
|
Non-controlling interests — Common OP Units
|
35,897 | 17,521 | ||||||
|
Total Equity
|
254,427 | 96,234 | ||||||
|
Total Liabilities and Equity
|
$ | 2,166,319 | $ | 2,091,647 | ||||
The accompanying notes are an integral part of the financial
statements.
F-4
Table of Contents
Equity
LifeStyle Properties, Inc.
For the Years Ended December 31, 2009, 2008 and 2007
| 2009 | 2008 | 2007 | ||||||||||
|
(Amounts in thousands,
|
||||||||||||
| except per share data) | ||||||||||||
|
Property Operations:
|
||||||||||||
|
Community base rental income
|
$ | 253,379 | $ | 245,833 | $ | 236,933 | ||||||
|
Resort base rental income
|
124,822 | 111,876 | 102,372 | |||||||||
|
Right-to-use
annual payments
|
50,765 | 19,667 | — | |||||||||
|
Right-to-use
contracts current period, gross
|
21,526 | 10,951 | — | |||||||||
|
Right-to-use
contracts, deferred, net of prior period amortization
|
(18,882 | ) | (10,611 | ) | — | |||||||
|
Utility and other income
|
47,685 | 41,633 | 36,849 | |||||||||
|
Property operating revenues
|
479,295 | 419,349 | 376,154 | |||||||||
|
Property operating and maintenance
|
180,870 | 152,363 | 127,342 | |||||||||
|
Real estate taxes
|
31,674 | 29,457 | 27,429 | |||||||||
|
Sales and marketing, gross
|
13,536 | 7,116 | — | |||||||||
|
Sales and marketing, deferred commissions, net
|
(5,729 | ) | (3,644 | ) | — | |||||||
|
Property management
|
33,383 | 25,451 | 18,385 | |||||||||
|
Property operating expenses (exclusive of depreciation shown
separately below)
|
253,734 | 210,743 | 173,156 | |||||||||
|
Income from property operations
|
225,561 | 208,606 | 202,998 | |||||||||
|
Home Sales Operations:
|
||||||||||||
|
Gross revenues from home sales
|
7,136 | 21,845 | 33,333 | |||||||||
|
Cost of home sales
|
(7,471 | ) | (24,069 | ) | (30,713 | ) | ||||||
|
Gross (loss) profit from home sales
|
(335 | ) | (2,224 | ) | 2,620 | |||||||
|
Brokered resale revenues, net
|
758 | 1,094 | 1,528 | |||||||||
|
Home selling expenses
|
(2,383 | ) | (5,776 | ) | (7,555 | ) | ||||||
|
Ancillary services revenues, net
|
2,745 | 1,197 | 2,436 | |||||||||
|
Income (loss) from home sales and other
|
785 | (5,709 | ) | (971 | ) | |||||||
|
Other Income and Expenses:
|
||||||||||||
|
Interest income
|
5,119 | 3,095 | 1,732 | |||||||||
|
Income from other investments, net
|
8,168 | 17,006 | 22,476 | |||||||||
|
General and administrative
|
(22,279 | ) | (20,617 | ) | (15,591 | ) | ||||||
|
Rent control initiatives
|
(456 | ) | (1,555 | ) | (2,657 | ) | ||||||
|
Interest and related amortization
|
(98,311 | ) | (99,430 | ) | (103,070 | ) | ||||||
|
Depreciation on corporate assets
|
(1,039 | ) | (390 | ) | (437 | ) | ||||||
|
Depreciation on real estate and other costs
|
(69,049 | ) | (66,193 | ) | (63,554 | ) | ||||||
|
Total other expenses, net
|
(177,847 | ) | (168,084 | ) | (161,101 | ) | ||||||
|
Equity in income of unconsolidated joint ventures
|
2,896 | 3,753 | 2,696 | |||||||||
|
Consolidated income from continuing operations
|
51,395 | 38,566 | 43,622 | |||||||||
|
Discontinued Operations:
|
||||||||||||
|
Discontinued operations
|
181 | 257 | 289 | |||||||||
|
Gain (loss) from discontinued real estate
|
4,685 | (79 | ) | 12,036 | ||||||||
|
Income from discontinued operations
|
4,866 | 178 | 12,325 | |||||||||
|
Consolidated net income
|
56,261 | 38,744 | 55,947 | |||||||||
|
Income allocated to non-controlling interests:
|
||||||||||||
|
Common OP Units
|
(6,113 | ) | (4,297 | ) | (7,705 | ) | ||||||
|
Perpetual Preferred OP Units
|
(16,143 | ) | (16,144 | ) | (16,140 | ) | ||||||
|
Net income available for Common Shares
|
$ | 34,005 | $ | 18,303 | $ | 32,102 | ||||||
The accompanying notes are an integral part of the financial
statements
F-5
Table of Contents
Equity
LifeStyle Properties, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 2009, 2008 and 2007
Consolidated Statements of Operations
For the Years Ended December 31, 2009, 2008 and 2007
| 2009 | 2008 | 2007 | ||||||||||
|
(Amounts in thousands,
|
||||||||||||
| except per share data) | ||||||||||||
|
Earnings per Common Share — Basic:
|
||||||||||||
|
Income from continuing operations
|
$ | 1.08 | $ | 0.74 | $ | 0.92 | ||||||
|
Income from discontinued operations
|
$ | 0.15 | $ | 0.01 | $ | 0.41 | ||||||
|
Net income available for Common Shares
|
$ | 1.23 | $ | 0.75 | $ | 1.33 | ||||||
|
Earnings per Common Share — Fully Diluted:
|
||||||||||||
|
Income from continuing operations
|
$ | 1.07 | $ | 0.74 | $ | 0.90 | ||||||
|
Income from discontinued operations
|
$ | 0.15 | $ | 0.01 | $ | 0.41 | ||||||
|
Net income available for Common Shares
|
$ | 1.22 | $ | 0.75 | $ | 1.31 | ||||||
|
Distributions declared per Common Share outstanding
|
$ | 1.10 | $ | 0.80 | $ | 0.60 | ||||||
|
Tax status of Common Shares distributions deemed paid during the
year:
|
||||||||||||
|
Ordinary income
|
$ | 0.72 | $ | 0.80 | $ | 0.60 | ||||||
|
Long-term capital gain
|
$ | 0.24 | $ | — | $ | — | ||||||
|
Unrecaptured section 1250 gain
|
$ | 0.14 | $ | — | $ | — | ||||||
|
Weighted average Common Shares outstanding — basic
|
27,582 | 24,466 | 24,089 | |||||||||
|
Weighted average Common Shares outstanding — fully
diluted
|
32,944 | 30,498 | 30,414 | |||||||||
The accompanying notes are an integral part of the financial
statements
F-6
Table of Contents
For The Years Ended December 31, 2009, 2008 and 2007
|
Distributions in
|
||||||||||||||||||||
|
Excess of
|
Non-controlling
|
|||||||||||||||||||
|
Accumulated
|
interests-
|
|||||||||||||||||||
|
Common
|
Comprehensive
|
Common OP
|
||||||||||||||||||
| Stock | Paid-in Capital | Earnings | Units | Total Equity | ||||||||||||||||
| (Amounts in thousands) | ||||||||||||||||||||
|
Balance, December 31, 2006
|
$ | 229 | $ | 304,483 | $ | (257,594 | ) | $ | 12,794 | $ | 59,912 | |||||||||
|
Conversion of OP Units to common stock
|
4 | 655 | (659 | ) | — | |||||||||||||||
|
Issuance of common stock through exercise of options
|
3 | 2,577 | 2,580 | |||||||||||||||||
|
Issuance of common stock through employee stock purchase plan
|
1,183 | 1,183 | ||||||||||||||||||
|
Compensation expenses related to stock options and restricted
stock
|
4,268 | 4,268 | ||||||||||||||||||
|
Repurchase of common stock
|
(883 | ) | (883 | ) | ||||||||||||||||
|
Adjustment for Common OP Unitholders in the Operating Partnership
|
(1,480 | ) | 1,480 | — | ||||||||||||||||
|
Net income
|
32,102 | 7,705 | 39,807 | |||||||||||||||||
|
Distributions
|
(14,606 | ) | (3,544 | ) | (18,150 | ) | ||||||||||||||
|
Balance, December 31, 2007
|
236 | 310,803 | (240,098 | ) | 17,776 | 88,717 | ||||||||||||||
|
Conversion of OP Units to common stock
|
1,463 | (1,463 | ) | — | ||||||||||||||||
|
Issuance of common stock through exercise of options
|
2 | 3,205 | 3,207 | |||||||||||||||||
|
Issuance of common stock through employee stock purchase plan
|
1,501 | 1,501 | ||||||||||||||||||
|
Compensation expenses related to stock options and restricted
stock
|
5,162 | 5,162 | ||||||||||||||||||
|
Repurchase of common stock
|
(600 | ) | (600 | ) | ||||||||||||||||
|
Adjustment for Common OP Unitholders in the Operating Partnership
|
(1,450 | ) | 1,450 | — | ||||||||||||||||
|
Net income
|
18,303 | 4,297 | 22,600 | |||||||||||||||||
|
Distributions
|
(19,814 | ) | (4,539 | ) | (24,353 | ) | ||||||||||||||
|
Balance, December 31, 2008
|
238 | 320,084 | (241,609 | ) | 17,521 | 96,234 | ||||||||||||||
|
Conversion of OP Units to common stock
|
2,516 | (2,516 | ) | — | ||||||||||||||||
|
Issuance of common stock through exercise of options
|
2 | 3,537 | 3,539 | |||||||||||||||||
|
Issuance of common stock through employee stock purchase plan
|
1,344 | 1,344 | ||||||||||||||||||
|
Issuance of common stock through stock offering
|
46 | 146,317 | 146,363 | |||||||||||||||||
|
Compensation expenses related to stock options and restricted
stock
|
15 | 4,640 | 4,655 | |||||||||||||||||
|
Repurchase of common stock or Common OP Units
|
(1,193 | ) | (188 | ) | (1,381 | ) | ||||||||||||||
|
Adjustment for Common OP Unitholders in the Operating Partnership
|
(20,549 | ) | 20,549 | — | ||||||||||||||||
|
Net income
|
34,005 | 6,113 | 40,118 | |||||||||||||||||
|
Distributions
|
(30,863 | ) | (5,582 | ) | (36,445 | ) | ||||||||||||||
|
Balance, December 31, 2009
|
$ | 301 | $ | 456,696 | $ | (238,467 | ) | $ | 35,897 | $ | 254,427 | |||||||||
The accompanying notes are an integral part of the financial
statements
F-7
Table of Contents
For the years ended December 31, 2009, 2008 and 2007
| 2009 | 2008 | 2007 | ||||||||||
| (Amounts in thousands) | ||||||||||||
|
Cash Flows From Operating Activities:
|
||||||||||||
|
Consolidated net income
|
$ | 56,261 | $ | 38,672 | $ | 55,946 | ||||||
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
||||||||||||
|
(Gain) Loss on sale of discontinued real estate and other
|
(5,483 | ) | 79 | (12,036 | ) | |||||||
|
Depreciation expense
|
73,670 | 68,700 | 65,419 | |||||||||
|
Amortization expense
|
3,090 | 2,956 | 2,894 | |||||||||
|
Debt premium amortization
|
(1,232 | ) | (632 | ) | (1,608 | ) | ||||||
|
Equity in income of unconsolidated joint ventures
|
(4,146 | ) | (5,528 | ) | (4,123 | ) | ||||||
|
Distributions from unconsolidated joint ventures
|
2,936 | 3,717 | 5,052 | |||||||||
|
Amortization of stock-related compensation
|
4,655 | 5,162 | 4,268 | |||||||||
|
Revenue recognized from
right-to-use
contract sales
|
(2,644 | ) | (340 | ) | — | |||||||
|
Commission expense recognized related to
right-to-use
contract sales
|
821 | 112 | — | |||||||||
|
Accrued long term incentive plan compensation
|
1,053 | 1,098 | 685 | |||||||||
|
Increase in provision for uncollectible rents receivable
|
654 | 353 | 269 | |||||||||
|
Increase in provision for inventory reserve
|
839 | 63 | 250 | |||||||||
|
Changes in assets and liabilities:
|
||||||||||||
|
Rent and other customer receivables, net
|
(40 | ) | (236 | ) | (152 | ) | ||||||
|
Inventory
|
2,060 | (5,129 | ) | 4,516 | ||||||||
|
Deferred commission expense
|
(6,550 | ) | (3,756 | ) | — | |||||||
|
Escrow deposits and other assets
|
7,825 | (1,208 | ) | (1,244 | ) | |||||||
|
Accrued payroll and other operating expenses
|
(3,504 | ) | 1,564 | 82 | ||||||||
|
Deferred revenue — sales of
right-to-use
contracts
|
21,526 | 10,951 | — | |||||||||
|
Rents received in advance and security deposits
|
(1,402 | ) | (2,708 | ) | 2,573 | |||||||
|
Net cash provided by operating activities
|
150,389 | 113,890 | 122,791 | |||||||||
|
Cash Flows From Investing Activities:
|
||||||||||||
|
Acquisition of real estate and other
|
(8,219 | ) | (2,217 | ) | (24,774 | ) | ||||||
|
Proceeds from disposition of rental properties
|
3,278 | — | 23,261 | |||||||||
|
Net tax-deferred exchange (deposit) withdrawal
|
(786 | ) | 2,124 | (2,294 | ) | |||||||
|
Joint Ventures:
|
||||||||||||
|
Investments in
|
— | (5,545 | ) | (3,656 | ) | |||||||
|
Distributions from
|
— | 524 | 152 | |||||||||
|
Net repayments (borrowings) of notes receivable
|
1,847 | (1,274 | ) | 11,091 | ||||||||
|
Capital improvements
|
(30,876 | ) | (26,716 | ) | (29,384 | ) | ||||||
|
Net cash used in investing activities
|
(34,756 | ) | (33,104 | ) | (25,604 | ) | ||||||
F-8
Table of Contents
| 2009 | 2008 | 2007 | ||||||||||
| (Amounts in thousands) | ||||||||||||
|
Cash Flows From Financing Activities:
|
||||||||||||
|
Net proceeds from stock options and employee stock purchase plan
|
4,883 | 4,708 | 3,734 | |||||||||
|
Distributions to Common Stockholders, Common OP Unitholders, and
Perpetual Preferred OP Unitholders
|
(48,109 | ) | (38,849 | ) | (32,013 | ) | ||||||
|
Stock repurchase and Unit redemption
|
(1,381 | ) | (600 | ) | (883 | ) | ||||||
|
Proceeds from issuance of common stock
|
146,363 | — | — | |||||||||
|
Lines of credit:
|
||||||||||||
|
Proceeds
|
50,900 | 201,200 | 126,200 | |||||||||
|
Repayments
|
(143,900 | ) | (211,200 | ) | (154,400 | ) | ||||||
|
Principal repayments on disposition
|
— | — | (1,992 | ) | ||||||||
|
Principal payments and mortgage debt payoff
|
(130,235 | ) | (224,442 | ) | (16,169 | ) | ||||||
|
New financing proceeds
|
107,264 | 231,047 | — | |||||||||
|
Early debt retirement
|
— | — | (17,174 | ) | ||||||||
|
Debt issuance costs
|
(1,602 | ) | (3,123 | ) | (310 | ) | ||||||
|
Net cash used in financing activities
|
(15,817 | ) | (41,259 | ) | (93,007 | ) | ||||||
|
Net increase in cash and cash equivalents
|
99,816 | 39,527 | 4,180 | |||||||||
|
Cash and cash equivalents, beginning of year
|
45,312 | 5,785 | 1,605 | |||||||||
|
Cash and cash equivalents, end of year
|
$ | 145,128 | $ | 45,312 | $ | 5,785 | ||||||
|
Supplemental Information:
|
||||||||||||
|
Cash paid during the period for interest
|
$ | 96,030 | $ | 96,668 | $ | 101,206 | ||||||
|
Non-cash activities:
|
||||||||||||
|
Proceeds from loan to pay insurance premiums
|
— | — | 4,344 | |||||||||
|
Inventory reclassified to Buildings and other depreciable
property
|
6,727 | 57,797 | — | |||||||||
|
Manufactured homes acquired with dealer financing
|
1,389 | |||||||||||
|
Dealer financing
|
1,389 | |||||||||||
|
Acquisitions
|
||||||||||||
|
Assumption of assets and liabilities:
|
||||||||||||
|
Inventory
|
185 | 2,139 | 22 | |||||||||
|
Escrow deposits and other assets
|
11,267 | 12,361 | 560 | |||||||||
|
Accrued payroll and other operating expenses
|
5,195 | 15,413 | 313 | |||||||||
|
Rents and other customer payments received in advance and
security deposits
|
3,933 | 19,821 | 1,158 | |||||||||
|
Notes receivable
|
— | 19,571 | — | |||||||||
|
Investment in real estate
|
18,116 | 10,417 | 45,532 | |||||||||
|
Debt assumed and financed on acquisition
|
11,851 | 7,037 | 8,528 | |||||||||
|
Mezzanine and joint venture investments applied to real estate
acquisition
|
— | — | 11,297 | |||||||||
|
Dispositions
|
||||||||||||
|
Disposition of assets and liabilities, net
|
(14 | ) | — | 28 | ||||||||
|
Investment in real estate
|
13,831 | — | 23,289 | |||||||||
|
Debt assumed by buyer on disposition
|
10,539 | — | — | |||||||||
The accompanying notes are an integral part of the financial
statements
F-9
Table of Contents
Equity
LifeStyle Properties, Inc.
| Note 1 — | Organization of the Company and Basis of Presentation |
Equity LifeStyle Properties, Inc., a Maryland corporation,
together with MHC Operating Limited Partnership (the
“Operating Partnership”) and other consolidated
subsidiaries (“Subsidiaries”), is referred to herein
as the “Company,” “ELS,” “we,”
“us,” and “our.” The Company is a fully
integrated owner and operator of lifestyle-oriented properties
(“Properties”). The Company leases individual
developed areas (“sites”) with access to utilities for
placement of factory built homes, cottages, cabins or
recreational vehicles (“RVs”). At certain Properties,
the Company provides access to its sites through
right-to-use
or membership contracts. We believe that we 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. We plan to continue to meet the
requirements for taxation as a REIT. Many of these requirements,
however, are highly technical and complex. We cannot, therefore,
guarantee that we have qualified or will qualify in the future
as a REIT. The determination that we are a REIT requires an
analysis of various factual matters that may not be totally
within our control and we cannot provide any assurance that the
IRS will agree with our analysis. 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 are also required 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. As of December 31, 2009, the
Company has net operating loss carryforwards of approximately
$88 million that can be utilized to offset future
distribution requirements. The fact that we hold our assets
through the Operating Partnership and its subsidiaries further
complicates the application of the REIT requirements. Even a
technical or inadvertent mistake could jeopardize our REIT
qualification. Furthermore, Congress and the IRS might make
changes to the tax laws and regulations, and the courts might
issue new rulings that make it more difficult, or impossible,
for us to remain qualified as a REIT. We do not believe,
however, that any pending or proposed tax law changes would
jeopardize our REIT qualification.
If we fail to qualify as a REIT, 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, we would remain disqualified as a REIT for four
years following the year we first failed to qualify. Even if the
Company qualifies for taxation as a REIT, the Company is subject
to certain foreign, state and local taxes on its income and
property and U.S. federal income and excise taxes on its
undistributed income.
The operations of the Company are conducted primarily through
the Operating Partnership. The Company contributed the proceeds
from its initial public offering and subsequent offerings to the
Operating Partnership for a general partnership interest. In
2004, the general partnership interest was contributed to MHC
Trust, a private REIT subsidiary owned by the Company. The
financial results of the Operating Partnership and the
Subsidiaries are consolidated in the Company’s consolidated
financial statements. In addition, since certain activities, if
performed by the Company, may cause us to earn income which is
not qualifying for the REIT gross income tests, the Company has
formed taxable REIT subsidiaries, as defined in the Code, to
engage in such activities.
Several Properties are wholly owned by taxable REIT subsidiaries
of the Company. In addition, Realty Systems, Inc.
(“RSI”) is a wholly owned taxable REIT subsidiary of
the Company that is engaged in the business of purchasing and
selling or leasing Site Set homes that are located in Properties
owned and managed by the Company. RSI also provides brokerage
services to residents at such Properties for those residents who
move 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. Subsidiaries
of RSI also operate ancillary activities at certain Properties
consisting of operations such as golf courses, pro shops, stores
and restaurants.
The limited partners of the Operating Partnership (the
“Common OP Unitholders”) receive an allocation of
net income that is based on their respective ownership
percentage of the Operating Partnership that is shown on the
Consolidated Financial Statements as Non-controlling
interests — Common OP Units. As of
December 31, 2009, the Non-Controlling
Interests — Common OP Units represented
4,914,040 units of limited partnership interest
(“OP Units”) which are convertible into an
equivalent number of shares of the Company’s common
F-10
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 1 — | Organization of the Company and Basis of Presentation (continued) |
stock. The issuance of additional shares of common stock or
Common OP Units changes the respective ownership of the
Operating Partnership for both the Non-controlling
interests — Common OP Units.
| Note 2 — | Summary of Significant Accounting Policies |
| (a) | Basis of Consolidation |
The Company consolidates its majority-owned subsidiaries in
which it has the ability to control the operations of the
subsidiaries and all variable interest entities with respect to
which the Company is the primary beneficiary. The Company also
consolidates entities in which it has a controlling direct or
indirect voting interest. All inter-company transactions have
been eliminated in consolidation. The Company’s
acquisitions on or prior to December 31, 2008 were all
accounted for as purchases in accordance with Statement of
Financial Accounting Standards No. 141, “Business
Combinations” (“SFAS No. 141”). For
business combinations for which the acquisition date is on or
after January 1, 2009, the purchase price of Properties
will be accounted for in accordance with the Codification Topic
“Business Combinations” (“FASB ASC 805”)
(prior authoritative guidance: Statement of Financial Accounting
Standard No. 141R, “Business Combinations”).
The Company has applied the Codification
Sub-Topic
“Variable Interest Entities” (“FASB ASC
810-10-15”)
(prior authoritative guidance: Interpretation No. 46R,
“Consolidation of Variable Interest Entities an
interpretation of ARB 51”). The objective of FASB ASC
810-10-15
is
to provide guidance on how to identify a variable interest
entity (“VIE”) and determine when the assets,
liabilities, non-controlling interests, and results of
operations of a VIE need to be included in a company’s
consolidated financial statements. A company that holds variable
interests in an entity will need to consolidate such entity if
the company absorbs a majority of the entity’s expected
losses or receives a majority of the entity’s expected
residual returns if they occur, or both (i.e., the primary
beneficiary). The Company has also applied the Codification
Sub-Topic
“Control of Partnerships and Similar Entities”
(“FASB ASC
810-20”)
(prior authoritative guidance: Emerging Issues Task Force
04-5,
“Determining Whether a General Partner, or the General
Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights”),
which determines whether a general partner or the general
partners as a group controls a limited partnership or similar
entity and therefore should consolidate the entity. The Company
will apply FASB ASC
810-10-15
and FASB ASC
810-20
to
all types of entity ownership (general and limited partnerships
and corporate interests).
The Company applies the equity method of accounting to entities
in which the Company does not have a controlling direct or
indirect voting interest or is not considered the primary
beneficiary, but can exercise influence over the entity with
respect to its operations and major decisions. The cost method
is applied when (i) the investment is minimal (typically
less than 5%) and (ii) the Company’s investment is
passive.
| (b) | Use of Estimates |
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
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 those estimates. All property and site counts are
unaudited.
| (c) | Markets |
We manage all our operations on a
property-by-property
basis. Since each Property has similar economic and operational
characteristics, the Company has one reportable segment, which
is the operation of land lease Properties. The distribution of
the Properties throughout the United States reflects our belief
that geographic diversification helps insulate the portfolio
from regional economic influences. We intend to target new
F-11
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 2 — | Summary of Significant Accounting Policies (continued) |
acquisitions in or near markets where the Properties are located
and will also consider acquisitions of Properties outside such
markets.
| (d) | Inventory |
As of December 31, 2009, inventory primarily consists of
merchandise inventory as almost all Site Set inventory has been
reclassified to buildings and other depreciable property. (See
Note 7 in the Notes to Consolidated Financial Statements
contained in this
Form 10-K).
Inventory as of December 31, 2008, primarily consisted of
new and used Site Set Resort Cottages and is stated at the lower
of cost or market. Home sales revenues and resale revenues are
recognized when the home sale is closed. The expense for home
inventory reserve is included in the cost of home sales in our
Consolidated Statements of Operations.
| (e) | Real Estate |
In accordance with FASB ASC 805, which is effective for
acquisitions on or after January 1, 2009, we recognize all
the assets acquired and all the liabilities assumed in a
transaction at the acquisition-date fair value with limited
exceptions. We also expense transaction costs as they are
incurred.
Acquisitions prior to December 31, 2008 were accounted for
in accordance with SFAS No. 141. We allocated the purchase
price of Properties we acquire to net tangible and identified
intangible assets acquired based on their fair values. In making
estimates of fair values for purposes of allocating purchase
price, we utilize a number of sources, including independent
appraisals 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.
Real estate is recorded at cost less accumulated depreciation.
Depreciation is computed on the straight-line basis over the
estimated useful lives of the assets. We generally use a
30-year
estimated life for buildings acquired and structural and land
improvements (including site development), a ten-year estimated
life for building upgrades and a five-year estimated life for
furniture, fixtures and equipment. New rental units are
generally depreciated using a
20-year
estimated life from each model year down to a salvage value of
40% of the original costs. Used rental units are generally
depreciated based on the estimated life of the unit with no
estimated salvage value.
The values of above-and below-market leases are amortized and
recorded as either an increase (in the case of below-market
leases) or a decrease (in the case of above-market leases) to
rental income over the remaining term of the associated lease.
The value associated with in-place leases is amortized over the
expected term, which includes an estimated probability of lease
renewal. Expenditures for ordinary maintenance and repairs are
expensed to operations as incurred and significant renovations
and improvements that improve the asset and extend the useful
life of the asset are capitalized over their estimated useful
life.
We periodically evaluate our long-lived assets, including our
investments in real estate, for impairment indicators. Our
judgments regarding the existence of impairment indicators are
based on factors such as operational performance, market
conditions and legal factors. Future events could occur which
would cause us to conclude that impairment indicators exist and
an impairment loss is warranted.
For Properties to be disposed of, an impairment loss is
recognized when the fair value of the Property, less the
estimated cost to sell, is less than the carrying amount of the
Property measured at the time the Company has a commitment to
sell the Property
and/or
is
actively marketing the Property for sale. A Property to be
disposed of is reported at the lower of its carrying amount or
its estimated fair value, less costs to sell. Subsequent to the
date that a Property is held for disposition, depreciation
expense is not recorded. The Company accounts for its Properties
held for disposition in accordance with the Codification
Sub-Topic
“Impairment or Disposal of Long
F-12
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 2 — | Summary of Significant Accounting Policies (continued) |
Lived Assets” (“FASB ASC
360-
10-35”) (prior authoritative guidance: Statement of
Financial Accounting Standards No. 144 “Accounting for
the Impairment or Disposal of Long-Lived Assets”).
Accordingly, the results of operations for all assets sold or
held for sale have been classified as discontinued operations in
all periods presented.
| (f) | Identified Intangibles and Goodwill |
We record acquired intangible assets and acquired intangible
liabilities 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 property
or business acquired. Intangible assets subject to amortization
are reviewed for impairment whenever events or changes in
circumstances indicate that their carrying amount 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 is recorded as
goodwill. Goodwill 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, 2009 and 2008, the carrying amounts of
identified intangible assets and goodwill, a component of
“Escrow deposits and other assets” on our consolidated
balance sheets, were approximately $19.6 million and
$12.0 million, respectively. Accumulated amortization of
identified intangibles assets was approximately
$0.6 million and $0.1 million as of December 31,
2009 and 2008, respectively.
| (g) | Cash and Cash Equivalents |
We consider all demand and money market accounts and
certificates of deposit with a maturity date, when purchased, of
three months or less to be cash equivalents. The cash and cash
equivalents as of December 31, 2009 and 2008 include
approximately $0.4 million of restricted cash.
| (h) | Notes Receivable |
Notes receivable generally are stated at their outstanding
unpaid principal balances net of any deferred fees or costs on
originated loans, unamortized discounts or premiums, and an
allowance. Interest income is accrued on the unpaid principal
balance. Discounts or premiums are amortized to income using the
interest method. In certain cases we finance the sales of homes
to our customers (referred to as “Chattel Loans”)
which loans are secured by the homes. The allowance for the
Chattel Loans is calculated based on a review of loan agings and
a comparison of the outstanding principal balance of the Chattel
Loans compared to the current estimated market value of the
underlying manufactured home collateral.
The Company also provides financing for nonrefundable upfront
payments on sales of
right-to-use
contracts (“Contracts Receivable”). Based upon
historical collection rates and current economic trends, when a
sale is financed, a reserve is established for a portion of the
Contracts Receivable balance estimated to be uncollectible. The
allowance and the rate at which the Company provides for losses
on its Contracts Receivable could be increased or decreased in
the future based on the Company’s actual collection
experience. (See Note 8 in the Notes to Consolidated
Financial Statements contained in this
Form 10-K).
On August 14, 2008, we purchased Contract Receivables that
were recorded at fair value at the time of acquisition of
approximately $19.6 million under the Codification Topic
“Loans and Debt Securities Acquired with Deteriorated
Credit Quality” (“FASB ASC
310-30”)
(prior authoritative guidance: American Institute of Certified
Public Accountants Statement of Position (SOP)
03-3,
“Accounting for Certain Loans or Debt
F-13
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 2 — | Summary of Significant Accounting Policies (continued) |
Securities Acquired in a Transfer”). The fair value of
these Contracts Receivable includes an estimate of losses that
are expected to be incurred over the estimated remaining lives
of the receivables, and therefore no allowance for losses was
recorded for these receivables as of the transaction date.
Through December 31, 2009, the credit performance of these
receivables has generally been consistent with the assumptions
used in determining the initial fair value of these loans, and
our original expectations regarding the amounts and timing of
future cash flows has not changed. A probable decrease in
management’s expectation of future cash collections related
to these receivables could result in the need to record an
allowance for credit losses related to these loans in the
future. A significant and probable increase in expected cash
flows would generally result in an increase in interest income
recognized over the remaining life of the underlying pool of
receivables.
| (i) | Investments in Joint Ventures |
Investments in joint ventures in which the Company does not have
a controlling direct or indirect voting interest, but can
exercise significant influence over the entity with respect to
its operations and major decisions, are accounted for using the
equity method of accounting whereby the cost of an investment is
adjusted for the Company’s share of the equity in net
income or loss from the date of acquisition and reduced by
distributions received. The income or loss of each entity is
allocated in accordance with the provisions of the applicable
operating agreements. The allocation provisions in these
agreements may differ from the ownership interests held by each
investor. Differences between the carrying amount of the
Company’s investment in the respective entities and the
Company’s share of the underlying equity of such
unconsolidated entities are amortized over the respective lives
of the underlying assets, as applicable. See Note 6 in the
Notes to Consolidated Financial Statements contained in this
Form 10-K.
| (j) | Income from Other Investments, net |
On August 14, 2008, the Company acquired substantially all
of the assets and certain liabilities of Privileged Access, LP
(“Privileged Access”) for an unsecured note payable of
$2.0 million (the “PA Transaction”). Prior to
August 14, 2008, income from other investments, net,
primarily included revenue relating to the Company’s former
ground leases with Privileged Access. The ground leases were
terminated on August 14, 2008 due to the PA Transaction.
The ground leases with Privileged Access were for approximately
24,300 sites at 82 of the Company’s Properties and were
accounted for in accordance with Codification Topic
“Leases” (“FASB ASC 840”) (prior
authoritative guidance: Statement of Financial Accounting
Standards No. 13, “Accounting for Leases”). The
Company recognized income related to these ground leases of
approximately $15.8 million and $20.6 million for the
years ended December 31, 2008 and 2007, respectively.
| (k) | Insurance Claims |
The Properties are covered against losses caused by various
events including fire, flood, property damage, earthquake,
windstorm and business interruption by insurance policies
containing various deductible requirements and coverage limits.
Recoverable costs are classified in other assets as incurred.
Insurance proceeds are applied against the asset when received.
Recoverable costs relating to capital items are treated in
accordance with the Company’s capitalization policy. The
book value of the original capital item is written off once the
value of the impaired asset has been determined. Insurance
proceeds relating to the capital costs are recorded as income in
the period they are received.
Approximately 70 Florida Properties suffered damage from five
hurricanes that struck the state during 2004 and 2005. The
Company estimates its total claim to be approximately
$21.0 million and has made claims for full recovery of
these amounts, subject to deductibles.
The Company has received proceeds from insurance carriers of
approximately $10.7 million through December 31, 2009.
The proceeds were accounted for in accordance with the
Codification Topic
F-14
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 2 — | Summary of Significant Accounting Policies (continued) |
“Contingencies” (“FASB ASC 450”) (prior
authoritative guidance: Statement of Financial Accounting
Standards No. 5, “Accounting for Contingencies”).
During the year ended December 31, 2009, 2008 and 2007,
approximately $1.6 million, $0.6 million and
$0.6 million, respectively, has been recognized as a gain
on insurance recovery, which is net of approximately
$0.3 million, $0.3 million and $0.2 million,
respectively, of contingent legal fees and included in income
from other investments, net.
On June 22, 2007, the Company filed a lawsuit related to
some of the unpaid claims against certain insurance carriers and
its insurance broker. See Note 18 in the Notes to
Consolidated Financial Statements contained in this
Form 10-K
for further discussion of this lawsuit.
| (l) | Fair Value of Financial Instruments |
The Company’s financial instruments include short-term
investments, notes receivable, accounts receivable, accounts
payable, other accrued expenses, and mortgage notes payable. The
fair values of all financial instruments, including notes
receivable, were not materially different from their carrying
values at December 31, 2009 and 2008.
The valuation of financial instruments under the Codification
Topic “Financial Instruments” (“FASB ASC
825”) (prior authoritative guidance: Statement of Financial
Accounting Standards No. 107, “Disclosures About Fair
Value of Financial Instruments”) and the Codification Topic
“Derivatives and Hedging” (“FASB ASC 815”)
(prior authoritative guidance: Statement of Financial Accounting
Standards No. 133, “Accounting for Derivative
Instruments and Hedging Activities”) requires us to make
estimates and judgments that affect the fair value of the
instruments. Where possible, we base the fair values of our
financial instruments on listed market prices and third party
quotes. Where these are not available, we base our estimates on
other factors relevant to the financial instrument.
| (m) | Deferred Financing Costs, net |
Deferred financing costs, net include fees and costs incurred to
obtain long-term financing. The costs are being amortized over
the terms of the respective loans on a level yield basis.
Unamortized deferred financing fees are written-off when debt is
retired before the maturity date. Upon amendment of the lines of
credit, unamortized deferred financing fees are accounted for in
accordance with, Codification
Sub-Topic
“Modifications and Extinguishments” (“FASB ASC
470-50-40”)
(prior authoritative guidance: Emerging Issues Task Force
No. 98-14,
“Debtor’s Accounting for Changes in
Line-of-Credit
or Revolving-Debt Arrangements”). Accumulated amortization
for such costs was $12.5 million and $13.1 million at
December 31, 2009 and 2008, respectively.
| (n) | Revenue Recognition |
The Company accounts for leases with its customers as operating
leases. Rental income is recognized over the term of the
respective lease or the length of a customer’s stay, the
majority of which are for a term of not greater than one year.
We will reserve for receivables when we believe the ultimate
collection is less than probable. Our provision for
uncollectible rents receivable was approximately
$2.2 million and $1.5 million as of December 31,
2009 and 2008, respectively.
The Company accounts for the sales of
right-to-use
contracts in accordance with the Codification Topic
“Revenue Recognition” (“FASB ASC 605”)
(prior authoritative guidance: Staff Accounting
Bulletin 104, “Revenue Recognition in Consolidated
Financial Statements, Corrected”). A
right-to-use
contract gives the customer the right to a set schedule of usage
at a specified group of Properties. Customers may choose to
upgrade their contracts to increase their usage and the number
of Properties they may access. A contract requires the customer
to make an upfront nonrefundable payment and annual payments
during the term of the
F-15
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 2 — | Summary of Significant Accounting Policies (continued) |
contract. The stated term of a
right-to-use
contract is generally three years and the customer may renew his
contract by continuing to make the annual payments. The Company
will recognize the upfront non-refundable payments over the
estimated customer life which, based on historical attrition
rates, the Company has estimated to be from one to
31 years. For example, we have currently estimated that
7.9% of customers who purchase a new
right-to-use
contract will terminate their contract after five years.
Therefore, the upfront nonrefundable payments from 7.9% of the
contracts sold in any particular period are amortized on a
straight-line basis over a period of five years as the estimated
customer life for 7.9% of our customers who purchase a contract
is five years. The historical attrition rates for upgrade
contracts are lower than for new contacts, and therefore, the
nonrefundable upfront payments for upgrade contracts are
amortized at a different rate than for new contracts. The
decision to recognize this revenue in accordance with FASB ASC
605 was made after corresponding with the Office of the Chief
Accountant at the SEC during September and October of 2008.
Right-to-use
annual payments paid by customers under the terms of the
right-to-use
contracts are deferred and recognized ratably over the one-year
period in which the services are provided.
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.
| (o) | Non-Controlling Interests |
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 (4,914,040 and 5,366,741 at
December 31, 2009 and 2008, respectively) by the total
OP Units held the Common OP Unitholders and the
Company. Issuance of additional shares of common stock or Common
OP Units changes the percentage ownership of both the
Non-controlling interests — Common OP Units and
the Company.
Due in part to the exchange rights (which provide for the
conversion of Common OP Units into shares of common stock
on a
one-for-one
basis), such transactions and the proceeds there from are
treated as capital transactions and result in an allocation
between stockholders’ equity and Non-controlling Interests
to account for the change in the respective percentage ownership
of the underlying equity of the Operating Partnership.
In accordance with the Codification Topic
“Consolidation” (“FASB ASC 810”) (prior
authoritative guidance: Statement of Financial Accounting
Standards No. 160, “Non-controlling Interests in
Consolidated Financial Statements”), effective
January 1, 2009, the Company, for all periods presented,
has reclassified the non-controlling interest for Common
OP Units, approximately $17.5 million as of
December 31, 2008, from the mezzanine section under Total
Liabilities to the Equity section of the consolidated balance
sheets. The caption Common OP Units on the consolidated
balance sheets also includes $0.5 million of private REIT
Subsidiaries preferred stock. Based on the Company’s
analysis, Perpetual Preferred OP Units remain in the
mezzanine section. The presentation of income allocated to
Common OP Units, approximately $4.3 million and
$7.7 million for the years ended December 31, 2008 and
2007, respectively, and Perpetual Preferred OP Units,
approximately $16.1 million for the years ended
December 31, 2008 and 2007, on the consolidated statements
of operations has been moved to the bottom of the statement
prior to Net income available to Common Shares.
| (p) | Income Taxes |
Due to the structure of the Company as a REIT, the results of
operations contain no provision for U.S. federal income
taxes for the REIT, but the Company is still subject to certain
foreign, state and local income, excise or franchise taxes. In
addition, the Company has several taxable REIT subsidiaries
which are subject to federal and state income taxes at regular
corporate tax rates.
F-16
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 2 — | Summary of Significant Accounting Policies (continued) |
The Company expensed federal, foreign, state and local taxes of
approximately $0.6 million, $0.4 million and
$0.4 million for the years ended December 31, 2009,
2008, and 2007, respectively, which includes taxes payable from
activities managed through taxable REIT subsidiaries
(“TRSs”). Overall, the TRSs have federal net operating
loss carryforwards. No net tax benefits have been recorded by
the TRSs since it is not considered more likely than not that
the deferred tax asset related to the TRSs net operating loss
carryforwards will be utilized.
The Company adopted the provisions of Codification Topic
“Income Taxes” (“FASB 740”) (prior
authoritative guidance: Interpretation No. 48
“Accounting for Uncertainty in Income Taxes — an
interpretation of FASB Statement No. 109 “Accounting
for Income Taxes”) on January 1, 2007. The adoption of
FASB 740 resulted in no impact to the Company’s
consolidated financial statements. The Company or one of its
subsidiaries files income tax returns in the U.S. federal
jurisdiction, various U.S. state jurisdictions and Canada.
With few exceptions, the Company is no longer subject to
U.S. federal, state and local, or
non-U.S. income
tax examinations by tax authorities for years before 2006.
As of December 31, 2009, net investment in real estate and
notes receivable had a U.S. federal tax basis of
approximately $1.4 billion (unaudited) and
$24.5 million (unaudited), respectively.
| (q) | Derivative Instruments and Hedging Activities |
The Company recognizes all derivatives on the balance sheet at
fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value
of derivatives will either be offset against the change in fair
value of the hedged assets, liabilities or firm commitments
through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The Company
currently does not have any derivative instruments.
| (r) | Stock Compensation |
The Company adopted the fair-value-based method of accounting
for share-based payments pursuant to Statement of Financial
Accounting Standards No. 148, “Accounting for
Stock-Based Compensation-Transition and Disclosure”
(“SFAS No. 148”) and FASB ASC 718. The
Company uses the Black-Scholes-Merton formula to estimate the
value of stock options granted to employees (see Note 14 in
the Notes to Consolidated Financial Statements contained in this
Form 10-K).
| (s) | Recent Accounting Pronouncements |
In May 2009, the FASB issued Statement of Financial Accounting
Standards No. 165, “Subsequent Events,” the
current authoritative guidance of which is the Codification
Sub-Topic
“Subsequent Events” (“FASB ASC
855-10”).
FASB ASC
855-10
seeks
to establish general standards of accounting for and disclosure
of events that occur after the balance sheet date, but before
financial statements are issued or are available to be issued.
The Statement sets forth the period and circumstances after the
balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements.
The Statement introduces the concept of financial statements
being available to be issued. It requires the disclosure of the
date through which an entity has evaluated subsequent events and
the basis for that date, that is, whether that date represents
the date the financial statements were issued or were available
to be issued. The Statement applies to interim or annual
financial periods ending after June 15, 2009. The adoption
of FASB ASC
855-10
has
had no material effect on the Company’s financial
statements. Our management evaluated for subsequent events
through the time of our filing on February 25, 2010.
In June 2009, the FASB issued Statement of Financial Accounting
Standards No. 167, “Amendments to FASB Interpretation
No. 46(R),” the current authoritative guidance of
which is the Codification Topic “Consolidation”
(“FASB ASC 810”). FASB ASC 810 seeks to improve
financial reporting by enterprises involved
F-17
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 2 — | Summary of Significant Accounting Policies (continued) |
with variable interest entities. The Statement addresses the
effects on certain provisions of FASB ASC
810-10-15,
Variable Interest Entities
,
as a result of the
elimination of the qualifying special-purpose entity concept in
FASB Statement No. 166, Accounting for Transfers of
Financial Assets. It also discusses the application of certain
key provisions of FASB ASC
810-10-15,
including those in which the accounting and disclosures under
FASB ASC
810-10-15
do
not always provide timely and useful information about an
enterprise’s involvement in a variable interest entity.
This Statement is effective as of the beginning of each
reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within
that first annual reporting period, and for interim and annual
reporting periods thereafter. The Company does not believe that
the adoption of FASB ASC 810 will have a material impact on its
consolidated financial statements.
In June 2008, the FASB issued FASB Staff Position on Emerging
Issues Task Force Issue
03-6,
“Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities”
(“FSP
EITF 03-6-1”),
the current authoritative guidance of which is the Codification
Sub-Topic
“Earnings Per Share” (“FASB ASC
260-10”).
FSP
EITF 03-6-1 states
that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall
be included in the computation of earnings per share
(“EPS”) pursuant to the two-class method. FSP
EITF 03-6-1
was effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods
within those years. All prior-period EPS data presented shall be
adjusted retrospectively (including interim financial
statements, summaries of earnings, and selected financial data)
to conform with the provisions of FSP
EITF 03-6-1.
Early application was not permitted. Adoption on January 1,
2009 did not materially impact our earnings per share
calculation.
In May 2008, the FASB issued Statement of Financial Accounting
Standards No. 162, “The Hierarchy of Generally
Accepted Accounting Principles”
(“SFAS No. 162”). The Statement identifies
the sources of accounting principles and framework for selecting
the principles to be used in the preparation of financial
statements of nongovernmental entities that are presented in
conformity with GAAP. The purpose is to remove the focus of
setting the GAAP hierarchy from the auditor and giving the
entity the responsibility of setting the GAAP hierarchy.
SFAS No. 162 is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight
Board Auditing amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles.” The adoption of
SFAS No. 162 did not have a material impact on the
Company’s consolidated financial statements.
| (t) | Reclassifications |
Certain 2007 and 2008 amounts have been reclassified to conform
to the 2009 presentation. This reclassification had no material
effect on the consolidated balance sheets or statement of
operations of the Company.
| Note 3 — | Earnings Per Common Share |
Earnings per common share are based on the weighted average
number of common shares outstanding during each year.
Codification Topic “Earnings Per Share” (“FASB
ASC 260”) (prior authoritative guidance: Statement of
Financial Accounting Standards No. 128, “Earnings Per
Share”) defines the calculation of basic and fully diluted
earnings per 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, warrants and convertible securities. The conversion
of OP Units has been excluded from the basic earnings per
share calculation. The conversion of an OP Unit to a share
of common stock has no material effect on earnings per common
share.
F-18
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 3 — | Earnings Per Common Share (continued) |
The following table sets forth the computation of basic and
diluted earnings per common share for the years ended
December 31, 2009, 2008 and 2007 (amounts in thousands):
| Years Ended December 31, | ||||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Numerators:
|
||||||||||||
|
Income from Continuing Operations:
|
||||||||||||
|
Income from continuing operations — basic
|
$ | 29,819 | $ | 18,157 | $ | 22,160 | ||||||
|
Amounts allocated to dilutive securities
|
5,433 | 4,265 | 5,322 | |||||||||
|
Income from continuing operations — fully diluted
|
$ | 35,252 | $ | 22,422 | $ | 27,482 | ||||||
|
Income from Discontinued Operations:
|
||||||||||||
|
Income from discontinued operations — basic
|
$ | 4,186 | $ | 146 | $ | 9,942 | ||||||
|
Amounts allocated to dilutive securities
|
680 | 32 | 2,383 | |||||||||
|
Income from discontinued operations — fully diluted
|
$ | 4,866 | $ | 178 | $ | 12,325 | ||||||
|
Net Income Available for Common Shares:
|
||||||||||||
|
Net income available for Common Shares — basic
|
$ | 34,005 | $ | 18,303 | $ | 32,102 | ||||||
|
Amounts allocated to dilutive securities
|
6,113 | 4,297 | 7,705 | |||||||||
|
Net income available for Common Shares — fully diluted
|
$ | 40,118 | $ | 22,600 | $ | 39,807 | ||||||
|
Denominator:
|
||||||||||||
|
Weighted average Common Shares outstanding — basic
|
27,583 | 24,466 | 24,089 | |||||||||
|
Effect of dilutive securities:
|
||||||||||||
|
Redemption of Common OP Units for Common Shares Shares
|
5,075 | 5,674 | 5,870 | |||||||||
|
Employee stock options and restricted shares
|
286 | 358 | 455 | |||||||||
|
Weighted average Common Shares outstanding — fully
diluted
|
32,944 | 30,498 | 30,414 | |||||||||
| Note 4 — | Common Stock and Other Equity Related Transactions |
On May 18, 2007 the stockholders approved the increase of
authorized common stock from 50,000,000 to 100,000,000.
F-19
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 4 — | Common Stock and Other Equity Related Transactions (continued) |
The following table presents the changes in the Company’s
outstanding common stock for the years ended December 31,
2009, 2008 and 2007 (excluding OP Units of 4,914,040,
5,366,741, and 5,836,043 outstanding at December 31, 2009,
2008, and 2007, respectively):
| 2009 | 2008 | 2007 | ||||||||||
|
Shares outstanding at January 1,
|
25,051,322 | 24,348,517 | 23,928,652 | |||||||||
|
Common stock issued through conversion of OP Units
|
448,501 | 469,302 | 254,025 | |||||||||
|
Common stock issued through exercise of options
|
213,721 | 169,367 | 143,841 | |||||||||
|
Common stock issued through stock grants
|
27,000 | 50,000 | 18,000 | |||||||||
|
Common stock issued through ESPP and DRIP
|
34,769 | 32,184 | 22,820 | |||||||||
|
Common stock repurchased and retired
|
(24,568 | ) | (18,048 | ) | (18,821 | ) | ||||||
|
Common stock issued through stock offering
|
4,600,000 | — | — | |||||||||
|
Shares outstanding at December 31,
|
30,350,745 | 25,051,322 | 24,348,517 | |||||||||
As of December 31, 2009 and 2008, the Company’s
percentage ownership of the Operating Partnership was
approximately 86.1% and 82.4%, respectively. The remaining
approximately 13.9% and 17.6%, respectively, was owned by the
Common OP Unitholders.
The following regular quarterly distributions have been declared
and paid to common stockholders and non-controlling interests
since January 1, 2007:
|
For the Quarter
|
Stockholder
|
|||||
|
Distribution Amount Per Share
|
Ending | Record Date | Payment Date | |||
|
$0.1500
|
March 31, 2007 | March 30, 2007 | April 13, 2007 | |||
|
$0.1500
|
June 30, 2007 | June 29, 2007 | July 13, 2007 | |||
|
$0.1500
|
September 30, 2007 | September 28, 2007 | October 12, 2007 | |||
|
$0.1500
|
December 31, 2007 | December 28, 2007 | January 11, 2008 | |||
|
$0.2000
|
March 31, 2008 | March 28, 2008 | April 11, 2008 | |||
|
$0.2000
|
June 30, 2008 | June 27, 2008 | July 11, 2008 | |||
|
$0.2000
|
September 30, 2008 | September 26, 2008 | October 10, 2008 | |||
|
$0.2000
|
December 31, 2008 | December 26, 2008 | January 9, 2009 | |||
|
$0.2500
|
March 31, 2009 | March 27, 2009 | April 10, 2009 | |||
|
$0.2500
|
June 30, 2009 | June 26, 2009 | July 10, 2009 | |||
|
$0.3000
|
September 30, 2009 | September 25, 2009 | October 9, 2009 | |||
|
$0.3000
|
December 31, 2009 | December 24, 2009 | January 8, 2010 | |||
The Company adopted the 1997 Non-Qualified Employee Stock
Purchase Plan (“ESPP”) in July 1997. Pursuant to the
ESPP, as amended on May 3, 2006, certain employees and
directors of the Company may each annually acquire up to
$250,000 of common stock of the Company. The aggregate number of
shares of common stock available under the ESPP shall not exceed
1,000,000, subject to adjustment by the Company’s 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;
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,
2009 and 2008 were 34,450 and 31,770, respectively.
F-20
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 4 — | Common Stock and Other Equity Related Transactions (continued) |
On June 29, 2009, the Company issued 4.6 million
shares of common stock in an equity offering for proceeds of
approximately $146.4 million, net of offering costs.
| Note 5 — | Investment in Real Estate |
Investment in Real Estate is comprised of (amounts in thousands):
Properties
Held for Long Term
|
December 31,
|
December 31,
|
|||||||
| 2009 | 2008 | |||||||
|
Investment in real estate:
|
||||||||
|
Land
|
$ | 543,613 | $ | 539,702 | ||||
|
Land improvements
|
1,741,142 | 1,715,627 | ||||||
|
Buildings and other depreciable property
|
248,907 | 222,699 | ||||||
| 2,533,662 | 2,478,028 | |||||||
|
Accumulated depreciation
|
(628,839 | ) | (557,001 | ) | ||||
|
Net investment in real estate
|
$ | 1,904,823 | $ | 1,921,027 | ||||
Properties
Held for Sale
|
December 31,
|
December 31,
|
|||||||
| 2009 | 2008 | |||||||
|
Investment in real estate:
|
||||||||
|
Land
|
$ | 1,109 | $ | 2,277 | ||||
|
Land improvements
|
3,301 | 10,125 | ||||||
|
Buildings and other depreciable property
|
143 | 591 | ||||||
| 4,553 | 12,993 | |||||||
|
Accumulated depreciation
|
(929 | ) | (4,103 | ) | ||||
|
Net investment in real estate
|
$ | 3,624 | $ | 8,890 | ||||
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
as clubhouses, laundry facilities, maintenance storage
facilities, rental units and furniture, fixtures and equipment.
See Note 7 in the Notes to the Consolidated Financial
Statements contained in this
Form 10-K
for disclosure regarding the reclassification of resort cottage
inventory to Buildings and other depreciable property during the
year ended December 31, 2009.
All acquisitions have been accounted for utilizing the purchase
method of accounting and, accordingly, the results of operations
of acquired assets are included in the statements of operations
from the dates of acquisition. Certain purchase price
adjustments may be made within one year following the
acquisitions. We acquired all of
F-21
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 5 — | Investment in Real Estate (continued) |
these Properties from unaffiliated third parties. During the
years ended December 31, 2009, 2008 and 2007, the Company
acquired the following Properties (dollars in millions):
1) During the year ended December 31, 2009, we
acquired the remaining 75% interests in the following three
Diversified Portfolio joint ventures known as:
|
Real
|
Debt
|
Net
|
||||||||||||||||||
|
Closing Date
|
Property
|
Location
|
Total Sites | Estate | Assumed | Equity | ||||||||||||||
|
February 13, 2009
|
Plymouth Rock | Elkhart Lake, WI | 609 | $ | 10.7 | $ | 6.4 | (a) | $ | 4.3 | ||||||||||
|
February 13, 2009
|
Robin Hill | Lenhartsville, PA | 270 | 5.0 | 3.5 | 1.5 | ||||||||||||||
|
February 13, 2009
|
Sun Valley | Brownsville, PA | 265 | 3.5 | 1.9 | 1.6 | ||||||||||||||
| (a) | Net of approximately $1.1 million of mark-to-market discount. |
2) During the year ended December 31, 2008, we
acquired the following Properties:
|
Real
|
Net
|
|||||||||||||||||||
|
Closing Date
|
Property
|
Location
|
Total Sites | Estate | Debt | Equity | ||||||||||||||
|
January 14, 2008
|
Grandy Creek | Concrete, WA | 179 | $ | 1.8 | $ | — | $ | 1.8 | |||||||||||
|
January 23, 2008
|
Lake George Schroon Valley | Warrensburg, NY | 151 | 2.1 | — | 2.1 | ||||||||||||||
3) During the year ended December 31, 2007, we
acquired the following Properties:
|
Real
|
Net
|
|||||||||||||||||||
|
Closing Date
|
Property
|
Location
|
Total Sites | Estate | Debt | Equity | ||||||||||||||
|
January 29, 2007
|
Mesa Verde (a) | Yuma, AZ | 345 | $ | 5.9 | $ | 3.5 | $ | 2.4 | |||||||||||
|
June 27, 2007
|
Winter Garden (a) | Winter Garden, FL | 350 | 10.9 | 4.0 | 6.9 | ||||||||||||||
|
August 3, 2007
|
Pine Island | St. James City, FL | 363 | 6.5 | — | 6.5 | ||||||||||||||
|
September 26, 2007
|
Santa Cruz RV Ranch | Scotts Valley, CA | 106 | 5.5 | — | 5.5 | ||||||||||||||
|
October 11, 2007
|
Tuxbury Resort | Amesbury, MA | 305 | 7.3 | 1.1 | (b) | 6.1 | |||||||||||||
| (a) | Purchased remaining 75% interest in the two Diversified Investments joint venture Properties above, in which we had an existing 25% joint venture ownership interest of $0.7 million. The gross purchase price for Mesa Verde includes $0.3 million in prepaid rent. | |
| (b) | Net of approximately $0.1 million of mark-to-market adjustment. |
Investment in real estate also increased due to the
consolidation of the Bar Harbor joint venture as of
December 31, 2007. See Note 6 in the Notes to
Consolidated Financial Statements contained in this
Form 10-K.
We actively seek to acquire additional Properties and currently
are engaged in negotiations relating to the possible acquisition
of a number of Properties. At any time these negotiations are at
varying stages, which may include contracts outstanding, to
acquire certain Properties, which are subject to satisfactory
completion of our due diligence review.
As of December 31, 2009, the Company has one Property
designated as held for disposition pursuant to FASB ASC
360-10-35.
The Company determined that this Property no longer met its
investment criteria. As such, the results from operations of
this Property is classified as income from discontinued
operations. The Property classified as held for disposition is
listed in the table below.
|
Property
|
Location | Sites | ||||
|
Creekside
|
Wyoming, MI | 165 | ||||
F-22
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 5 — | Investment in Real Estate (continued) |
On December 29, 2009, a
deed-in-lieu
of foreclosure agreement, signed by the Company was sent to the
loan servicer regarding our nonrecourse mortgage loan of
approximately $3.6 million secured by Creekside. See
Note 18 in the Notes to Consolidated Financial Statements
contained in this
Form 10-K.
During the three years ended December 31, 2009, the Company
sold the following Properties. Except for Caledonia, the
operating results have been reflected in discontinued operations.
| 1) | On July 20, 2009, we sold Casa Village, a 490-site manufactured home Property in Billings, Montana for a stated purchase price of approximately $12.4 million. The buyer assumed $10.6 million of mortgage debt that had a stated interest rate of 6.02% and was schedule to mature in 2013. The Company recognized a gain on the sale of approximately $5.1 million. Cash proceeds from the sale, net of closing costs, were approximately $1.1 million. | |
| 2) | On April 17, 2009, we sold Caledonia, a 247-site resort Property in Caledonia, Wisconsin, for proceeds of approximately $2.2 million. The Company recognized a gain on sale of approximately $0.8 million which is included in Income from other investments, net. In addition, we received approximately $0.3 million of deferred rent due from the previous tenant. | |
| 3) | On November 30, 2007, we sold Holiday Village, a 519-site all-age manufactured home Property in Sioux City, Iowa for approximately $2.6 million and a gain of approximately $0.6 million. | |
| 4) | On July 6, 2007, the Company sold Del Rey, a 407-site manufactured home Property in Albuquerque, New Mexico, for proceeds of approximately $13.0 million and recognized a gain on sale of approximately $6.9 million. The proceeds were deposited in a tax-deferred exchange account and the proceeds were subsequently used for the acquisition of Pine Island and Tuxbury Resort discussed above. | |
| 5) | On January 10, 2007, the Company sold, Lazy Lakes, a 100-site resort Property in the Florida Keys for proceeds of approximately $7.7 million and recognized a gain on sale of approximately $4.6 million. The proceeds were deposited in a tax-deferred exchange account and were subsequently used for the acquisitions of Winter Garden and Mesa Verde discussed above. |
The following table summarizes the combined results of
operations of Properties held for sale or sold during the years
ended December 31, 2009, 2008 and 2007 (amounts in
thousands):
| 2009 | 2008 | 2007 | ||||||||||
|
Rental income
|
$ | 1,424 | $ | 2,121 | $ | 3,020 | ||||||
|
Utility and other income
|
96 | 155 | 243 | |||||||||
|
Property operating revenues
|
1,520 | 2,276 | 3,263 | |||||||||
|
Property operating expenses
|
(758 | ) | (1,101 | ) | (1,972 | ) | ||||||
|
Income from property operations
|
762 | 1,175 | 1,291 | |||||||||
|
Income (loss) from home sales operations
|
22 | 8 | (65 | ) | ||||||||
|
Interest and amortization
|
(604 | ) | (926 | ) | (937 | ) | ||||||
|
Gain (loss) on real estate
|
4,686 | (79 | ) | 12,036 | ||||||||
|
Income from discontinued operations
|
$ | 4,866 | $ | 178 | $ | 12,325 | ||||||
| Note 6 — | Investment in Joint Ventures |
The Company recorded approximately $2.9 million and
$3.8 million of equity in income from unconsolidated joint
ventures, net of approximately $1.3 million and
$1.8 million of depreciation expense for the years ended
December 31, 2009 and 2008, respectively. The Company
received approximately $2.9 million and
F-23
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 6 — | Investment in Joint Ventures (continued) |
$4.2 million in distributions from such joint ventures for
the years ended December 31, 2009 and 2008, respectively.
Approximately $2.9 million and $3.7 million of such
distributions were classified as a return on capital and were
included in operating activities on the Consolidated Statements
of Cash Flows for the years ended December 31, 2009 and
2008, respectively. The remaining distributions were classified
as a return of capital and classified as investing activities on
the Consolidated Statements of Cash Flows. Approximately
$1.3 million and $2.7 million of the distributions
received in the years ended December 31, 2009 and 2008,
respectively, exceeded the Company’s basis in its joint
venture and as such were recorded in income from unconsolidated
joint ventures. Distributions include amounts received from the
sale or liquidation of equity in joint venture investments.
On February 13, 2009, the Company purchased the remaining
75% interest in the Diversified Portfolio joint venture
Properties in which we had an existing 25% joint venture
interest. The Properties are known as Robin Hill in
Lenhartsville, Pennsylvania, Sun Valley in Bowmansville,
Pennsylvania and Plymouth Rock in Elkhart Lake, Wisconsin. Also
on February 13, 2009, the Company sold its 25% interest in
the Diversified Portfolio joint ventures known as Round Top, in
Gettysburg, Pennsylvania and Pine Haven in Ocean View, New
Jersey. A gain on sale of approximately $1.1 million was
recognized and is included in equity in income from
unconsolidated joint ventures.
During the year ended December 31, 2008, the Company
invested approximately $5.7 million to acquire an
additional 25% interest in Voyager RV Resort, increasing the
Company’s ownership interest to 50%. The additional
investment was determined on a total purchase price of
$50.5 million and mortgage debt of $22.5 million. The
Company exercised its option to acquire the remaining percentage
of Bar Harbor joint venture from its joint venture partner.
Under the formula provided for in the call option section of the
joint venture agreement, no additional consideration was
required to be paid to exercise the option and the Company now
owns 100% of the three Bar Harbor Properties. The Company sold
its 25% interest in the four Morgan Portfolio joint ventures
known as New Point in New Point, Virginia, Virginia Park in Old
Orchard Beach, Maine, Club Naples in Naples, Florida and
Gwynn’s Island in Gwynn, Virginia, for a sales price of
approximately $2.1 million. The sales price for the four
Morgan Portfolio joint ventures was based on a total sales price
of approximately $25.7 million net of mortgage debt of
approximately $17.2 million. A gain on the sale of
approximately $1.6 million was recognized. The Company also
received approximately $0.4 million held for the initial
investment in one of the Morgan Properties.
During the year ended December 31, 2008, the Company
received approximately $4.2 million in distributions from
our joint ventures. $3.7 million of these distributions
were classified as return on capital and were included in
operating activities. The remaining distributions of
approximately $0.5 million were classified as a return of
capital and were included in investing activities and were
related to the sale of the Company’s 25% interest in four
of our joint venture Properties. Approximately $2.7 million
of the distributions received exceeded the Company’s basis
in its joint venture and as such were recorded in income from
unconsolidated joint ventures. Of these distributions,
$0.6 million relates to the gain on the payoff of our share
of seller financing in excess of our joint venture basis on one
Lakeshore investment.
During the year ended December 31, 2007, the Company
invested approximately $2.7 million in developing one of
the Bar Harbor joint venture Properties, which resulted in an
increase of the Company’s ownership interest per the joint
venture agreement. As of December 31, 2007, the Bar Harbor
joint venture had been consolidated with the operations of the
Company as the Company had determined that as of
December 31, 2007 we are the primary beneficiary by
applying the standards of FASB ASC
810-10-15.
This consolidation had decreased the Company’s investment
in joint venture by approximately $11.1 million, with an
offsetting increase in investment in real estate.
F-24
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 6 — | Investment in Joint Ventures (continued) |
During the year ended December 31, 2007, the Company
received approximately $5.2 million in distributions from
our joint ventures. $5.1 million of these distributions
were classified as return on capital and were included in
operating activities. The remaining distributions of
approximately $0.1 million were classified as a return of
capital and were included in investing activities and were
related to refinancings at three of our joint venture
Properties. Approximately $2.5 million of the distributions
received exceeded the Company’s basis in its joint venture
and as such were recorded in income from unconsolidated joint
ventures.
The following table summarizes the Company’s investment in
unconsolidated joint ventures (with the number of Properties
shown parenthetically for the years ended December 31, 2009
and 2008, respectively):
| Investment as of | JV Income For Year Ended | |||||||||||||||||||||||||||||
|
Number
|
Economic
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
||||||||||||||||||||||||
|
Investment
|
Location | of Sites | Interest(a) | 2009 | 2008 | 2009 | 2008 | 2007 | ||||||||||||||||||||||
|
Meadows Investments
|
Various (2,2) | 1,027 | 50 | % | $ | 245 | $ | 406 | $ | 877 | $ | 838 | $ | 698 | ||||||||||||||||
|
Lakeshore Investments
|
Florida (2,2) | 342 | 65 | % | 133 | 110 | 277 | 890 | 276 | |||||||||||||||||||||
|
Voyager
|
Arizona (1,1) | 1,706 | 50 | %(b) | 8,732 | 8,953 | 550 | 470 | 313 | |||||||||||||||||||||
|
Other Investments
|
Various (0,5)(c) | — | 25 | % | 332 | 207 | 1,192 | 1,555 | 1,409 | |||||||||||||||||||||
| 3,075 | $ | 9,442 | $ | 9,676 | $ | 2,896 | $ | 3,753 | $ | 2,696 | ||||||||||||||||||||
| (a) | The percentages shown approximate the Company’s economic interest as of December 31, 2009. The Company’s legal ownership interest may differ. | |
| (b) | Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort. A 25% interest in the utility plant servicing the Property is included in Other Investments. | |
| (c) | In February 2009, the Company sold its 25% interest in two Diversified Portfolio joint ventures. |
| Note 7 — | Inventory |
The following table sets forth Inventory as of the years ended
December 31, 2009 and 2008 (amounts in thousands):
| December 31, 2009 | December 31, 2008 | |||||||
|
New homes(1)
|
$ | 174 | $ | 8,436 | ||||
|
Used homes(2)
|
— | 312 | ||||||
|
Other (3)
|
2,790 | 4,651 | ||||||
|
Total inventory (4)
|
2,964 | 13,399 | ||||||
|
Inventory reserve
|
— | (465 | ) | |||||
|
Inventory, net of reserves
|
$ | 2,964 | $ | 12,934 | ||||
| (1) | Includes 18 and 261 new units for the years ended December 31, 2009 and 2008, respectively. | |
| (2) | Includes zero and 27 used units for the years ended December 31, 2009 and 2008, respectively. | |
| (3) | Other inventory primarily consists of merchandise inventory. | |
| (4) | Includes zero and $0.3 million in discontinued operations as of December 31, 2009 and 2008, respectively. |
During the year ended December 31, 2009, $6.7 million
of new and used resort cottage inventory and related reserves
were reclassified to fixed assets. During the year ended
December 31, 2008, $57.8 million of manufactured home
inventory, including reserves of approximately
$0.8 million, was reclassified to Buildings
F-25
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 7 — | Inventory (continued) |
and other depreciable property. The inventory reclassified is
primarily rented to customers on an annual basis. The
reclassification was made to reflect the current use of the
resources as rental units.
| Note 8 — | Notes Receivable |
As of December 31, 2009 and December 31, 2008, the
Company had approximately $30.0 million and
$31.8 million in notes receivable, respectively. As of
December 31, 2009 and 2008, the Company has approximately
$10.4 million and $12.0 million, respectively, in
Chattel Loans receivable, which yield interest at a per annum
average rate of approximately 8.8%, have an average term and
amortization of 3 to 20 years, require monthly principal
and interest payments and are collateralized by homes at certain
of the Properties. These notes are recorded net of allowances of
approximately $0.3 million and $0.2 million as of
December 31, 2009 and December 31, 2008, respectively.
During the year ended December 31, 2009 and 2008,
approximately $1.0 million and $1.5 million,
respectively, was repaid and an additional $0.5 million and
$4.3 million, respectively, was loaned to customers.
As of December 31, 2009 and December 31, 2008, the
Company had approximately $17.4 million and
$19.5 million, respectively, of Contracts Receivables,
including allowances of approximately $1.2 million and
$0.3 million, respectively. These Contracts Receivables
represent loans to customers who have purchased
right-to-use
contracts. The Contracts Receivable yield interest at a per
annum average rate of 16.5%, have a weighted average term
remaining of approximately four years and require monthly
payments of principal and interest. During the period ended
December 31, 2009 and 2008, approximately $9.6 million
and $4.0 million, respectively, was repaid and an
additional $8.0 million and $4.0 million,
respectively, was loaned to customers.
As of December 31, 2009 and 2008, the Company had
approximately $0.2 million and $0.4 million
respectively, in notes, which bear interest at a per annum rate
of prime plus 0.5% and mature on December 31, 2011. The
notes are collateralized with partnership interests in certain
joint ventures.
As of December 31, 2009 and 2008, the Company had
approximately $2.0 million and zero, respectively, in
notes, which bear interest at a per annum rate of 11.0% and
matures on July 6, 2010. The note is collateralized by
first priority mortgages on four resort properties.
| Note 9 — | Long-Term Borrowings |
Secured
Debt
As of December 31, 2009 and December 31, 2008, the
Company had outstanding mortgage indebtedness on Properties held
for long term of approximately $1,542.5 million and
$1,555 million, respectively, and approximately
$4 million and $14 million of mortgage indebtedness as
of December 31, 2009 and December 31, 2008,
respectively, on Properties held for sale. The weighted average
interest rate on this mortgage indebtedness for the years ended
December 31, 2009 and December 31, 2008 was
approximately 6.1% per annum and 5.9% per annum, respectively.
The debt bears interest at rates of 5.0% to 10.0% per annum and
matures on various dates ranging from 2010 to 2019. Included in
our December 31, 2008 debt balance are three capital leases
with balances of approximately $6.7 million with imputed
interest rates of 13.1% per annum. The outstanding balances on
these capital leases were paid off on July 1, 2009. The
debt encumbered a total of 140 and 151 of the Company’s
Properties as of December 31, 2009 and December 31,
2008, and the carrying value of such Properties was
approximately $1,680 million and $1,694 million,
respectively, as of such dates.
As of December 31, 2009 and 2008, the Company has
outstanding debt secured by certain manufactured homes of
$1.5 million and $0 million, respectively. This
financing provided by the manufactured home dealer requires
monthly payments, bears interest at 8.5% and matures on the
earlier of: 1) the date the home is sold, or
2) November 20, 2016.
F-26
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 9 — | Long-Term Borrowings (continued) |
Financing,
Refinancing and Early Debt Retirement
2009
activity
During the year ended December 31, 2009, the Company closed
on approximately $107.5 million of new financing, on six
manufactured home properties, with a weighted average interest
rate of 6.32%. We used the proceeds from the financing to
pay-off approximately $106.7 million on 20 Properties, with
a weighted average interest rate of 7.36%. During
December 2009, we borrowed approximately $1.5 million
which is secured by individual manufactured homes.
On February 13, 2009, in connection with the acquisition of
the remaining 75% interests in the Diversified Portfolio joint
venture, we assumed mortgages of approximately
$12.9 million with a value of approximately
$11.9 million.
On December 17, 2009, the Company paid off the
$2 million unsecured note payable to Privileged Access.
2008
activity
During the year ended December 31, 2008, the Company closed
on approximately $231.0 million of new financing, on 15
manufactured home properties, with a weighted average interest
rate of 6.01%. We used the proceeds from the financing to
pay-off approximately $245.8 million of mortgage debt on 28
manufactured home properties, with a weighted average interest
rate of 5.54%. The proceeds were also used to pay down amounts
outstanding on our lines of credit.
Unsecured
Loans
We have two unsecured Lines of Credit (“LOC”) of
$350 million and $20 million that bear interest at a
rate of LIBOR plus a maximum of 1.20% per annum, have a 0.15%
facility fee, mature on June 30, 2010, and have a one-year
extension option. The weighted average interest rate for the
year ended December 31, 2009 for our unsecured debt was
approximately 1.7% per annum. During the year ended
December 31, 2009, we borrowed $50.9 million and paid
down $143.9 million on the lines of credit for a net
pay-down of $93.0 million. As of December 31, 2009,
there were no amounts outstanding on the line of credit.
Other
Loans
Aggregate payments of principal on long-term borrowings for each
of the next six years and thereafter are as follows (amounts in
thousands):
|
Year
|
Amount | |||
|
2010
|
$ | 203,663 | ||
|
2011
|
75,719 | |||
|
2012
|
21,806 | |||
|
2013
|
121,685 | |||
|
2014
|
200,829 | |||
|
2015
|
533,392 | |||
|
Thereafter
|
391,598 | |||
|
Net unamortized premiums
|
(791 | ) | ||
|
Total
|
$ | 1,547,901 | ||
F-27
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 9 — | Long-Term Borrowings (continued) |
| Note 10 — | Deferred Revenue-sale of right-to-use contracts and Deferred Commission Expense |
The sales of
right-to-use
contracts are recognized in accordance with FASB ASC 605. The
Company will recognize the upfront non-refundable payments over
the estimated customer life which, based on historical attrition
rates, the Company has estimated to be between one to
31 years. The commissions paid on the sale of
right-to-use
contracts will be deferred and amortized over the same period as
the related sales revenue.
Components of the change in deferred revenue-sale of
right-to-use
contracts and deferred commission expense are as follows
(amounts in thousands):
| 2009 | 2008 | |||||||
|
Deferred revenue — sale of
right-to-use
contracts, as of January 1,
|
$ | 10,611 | $ | — | ||||
|
Deferral of new
right-to-use
contracts
|
21,526 | 10,951 | ||||||
|
Deferred revenue recognized
|
(2,644 | ) | (340 | ) | ||||
|
Net increase in deferred revenue
|
18,882 | 10,611 | ||||||
|
Deferred revenue — sale of
right-to-use
contracts, as of December 31,
|
$ | 29,493 | $ | 10,611 | ||||
|
Deferred commission expense, as of January 1,
|
$ | 3,644 | $ | — | ||||
|
Costs deferred
|
6,550 | 3,756 | ||||||
|
Amortization of deferred costs
|
(821 | ) | (112 | ) | ||||
|
Net increase in deferred commission expense
|
5,729 | 3,644 | ||||||
|
Deferred commission expense, December 31,
|
$ | 9,373 | $ | 3,644 | ||||
| Note 11 — | Lease Agreements |
The leases entered into between the customer and the Company for
the rental of a site are generally
month-to-month
or for a period of one to ten years, renewable upon the consent
of the parties or, in some instances, as provided by statute.
Non-cancelable long-term leases are in effect at certain sites
within approximately 31 of the 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. Future minimum rents are scheduled
to be received under non-cancelable tenant leases at
December 31, 2009 as follows (amounts in thousands):
|
Year
|
Amount | |||
|
2010
|
$ | 68,068 | ||
|
2011
|
70,232 | |||
|
2012
|
49,950 | |||
|
2013
|
26,867 | |||
|
2014
|
16,363 | |||
|
Thereafter
|
36,744 | |||
|
Total
|
$ | 268,224 | ||
| Note 12 — | Ground Leases |
The Company leases land under non-cancelable operating leases at
certain of the Properties expiring in various years from 2013 to
2054, with terms which require twelve equal payments per year
plus additional rents calculated as a percentage of gross
revenues. For the year ended December 31, 2009, ground
lease rent was approximately $1.9 million and for the years
ended December 31, 2008 and 2007, ground lease rent was
F-28
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 12 — | Ground Leases (continued) |
approximately $1.8 million and $1.6 million,
respectively. Minimum future rental payments under the ground
leases as of December 31, 2009 as follows (amounts in
thousands):
|
Year
|
Amount | |||
|
2010
|
$ | 1,917 | ||
|
2011
|
1,910 | |||
|
2012
|
1,917 | |||
|
2013
|
1,914 | |||
|
2014
|
1,915 | |||
|
Thereafter
|
18,660 | |||
|
Total
|
$ | 28,233 | ||
| Note 13 — | Transactions with Related Parties |
Privileged
Access
On August 14, 2008, the Company closed on the PA
Transaction by acquiring substantially all of the assets and
assumed certain liabilities of Privileged Access for an
unsecured note payable of $2.0 million which was paid off
during the year ended December 31, 2009. Prior to the
purchase, Privileged Access had a
12-year
lease with the Company for 82 Properties that terminated upon
closing. At closing, approximately $4.8 million of
Privileged Access cash was deposited into an escrow account for
liabilities that Privileged Access has retained. The balance in
the escrow account as of December 31, 2009 was
approximately $1.9 million.
Mr. McAdams, the Company’s President effective
January 1, 2008, owns 100% of Privileged Access. The
Company has entered into an employment agreement effective as of
January 1, 2008 (the “Employment Agreement”) with
Mr. McAdams which provides for an initial term of three
years, but such Employment Agreement can be terminated at any
time. The Employment Agreement provides for a minimum annual
base salary of $0.3 million, with the option to receive an
annual bonus in an amount up to three times his base salary.
Mr. McAdams is also subject to a non-compete clause and to
mitigate potential conflicts of interest shall have no
authority, on behalf of the Company and its affiliates, to enter
into any agreement with any entity controlling, controlled by or
affiliated with Privileged Access. Prior to forming Privileged
Access, Mr. McAdams was a member of our Board of Directors
from January 2004 to October 2005. Simultaneous with his
appointment as president of Equity Lifestyle Properties, Inc.,
Mr. McAdams resigned as Privileged Access’s Chairman,
President and CEO. However, he was on the board of PATT Holding
Company, LLC (“PATT”), until the entity was dissolved
in 2008.
Mr. Heneghan, the Company’s CEO, was a member of the
board of PATT, pursuant to the Company’s rights under its
resort Property leases with Privileged Access to represent the
Company’s interests from April 14, 2006 to
August 13, 2008. Mr. Heneghan did not receive
compensation in his capacity as a member of such board.
In connection with the PA Transaction, the Company hired most of
the property employees and certain property management and
corporate employees of Privileged Access. Subsequent to the PA
Transaction, the Company reimbursed Privileged Access for
services provided in 2008 by Privileged Access employees
retained by Privileged Access, which were necessary for the
transition of the former Privileged Access operations to the
Company.
Privileged Access had the following substantial business
relationships with the Company, which were all terminated with
the closing of the PA Transaction on August 14, 2008. As of
both December 31, 2009 and
F-29
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 13 — | Transactions with Related Parties (continued) |
December 31, 2008, there were no payments owed to the
Company or by the Company with respect to the relationships
described below.
| • | Prior to August 14, 2008, the Company was leasing approximately 24,300 sites at 82 resort Properties (which includes 60 Properties operated by a subsidiary of Privileged Access known as the “TT Portfolio”) to Privileged Access or its subsidiaries. For the years ended December 31, 2009, 2008, and 2007 we recognized zero, $15.8 million, and $20.5 million, respectively, in rent from these leasing arrangements. The lease income is included in Income from other investments, net in the Company’s Consolidated Statements of Operations. During the years ended December 31, 2009 and December 31, 2008, the Company reimbursed zero and approximately $2.7 million, respectively, to Privileged Access for capital improvements. | |
| • | Effective January 1, 2008, the leases for these Properties provided for the following significant terms: a) annual fixed rent of approximately $25.5 million, b) annual rent increases at the higher of Consumer Price Index (“CPI”) or a renegotiated amount based upon the fair market value of the Properties, c) expiration date of January 15, 2020, and d) two 5-year extension terms at the option of Privileged Access. The January 1, 2008 lease for the TT Portfolio also included provisions where the Company paid Privileged Access $1 million for entering into the amended lease. The $1 million payment was being amortized on a pro-rata basis over the remaining term of the lease as an offset to the annual lease payments and the remaining balance at August 14, 2008 of $0.9 million was expensed and is included in Income from other investments, net during the year ended December 31, 2008. |
The Company had subordinated its lease payment for the TT
Portfolio to a bank that loaned Privileged Access
$5 million. The Company acquired this loan as part of the
PA Transaction and paid off the loan during the year ended
December 31, 2008.
| • | From June 12, 2006 through July 14, 2008, Privileged Access had leased 130 cottage sites at Tropical Palms, a resort Property located near Orlando, Florida. For the years ended December 31, 2009 and 2008, we earned no rent and approximately $0.8 million, respectively, in rent from this leasing arrangement. The lease income is included in the Resort base rental income in the Company’s Consolidated Statements of Operations. The Tropical Palms lease expired on July 15, 2008, and the entire property was leased to a new independent operator for 12 years. | |
| • | On April 14, 2006, the Company loaned Privileged Access approximately $12.3 million at a per annum interest rate of prime plus 1.5%, maturing in one year and secured by Thousand Trails membership sales contract receivables. The loan was fully paid off during the quarter ended September 30, 2007. | |
| • | The Company previously leased 40 to 160 sites at three resort Properties in Florida, to a subsidiary of Privileged Access from October 1, 2007 until August 14, 2008. The sites varied during each month of the lease term due to the seasonality of the resort business in Florida. For the year ended December 31, 2008, we recognized less than $0.2 million in rent from this leasing arrangement. The lease income is included in the Resort base rental income in the Company’s Consolidated Statements of Operations. | |
| • | The Company previously leased 40 to 160 sites at Lake Magic, a resort Property in Clermont, Florida, to a subsidiary of Privileged Access from December 15, 2006 until September 30, 2007. The sites varied during each month of the lease term due to the seasonality of the resort business in Florida. For the years ended December 31, 2009 and December 31, 2008, we recognized zero and approximately $0.2 million, respectively, in rent from this leasing arrangement. The lease income is included in the Resort base rental income in the Company’s Consolidated Statements of Operations. | |
| • | The Company had an option to purchase the subsidiaries of Privileged Access, including TT, beginning on April 14, 2009, at the then fair market value, subject to the satisfaction of a number of significant |
F-30
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 13 — | Transactions with Related Parties (continued) |
| contingencies (“ELS Option”). The ELS Option terminated with the closing of the PA Transaction on August 14, 2008. The Company had consented to a fixed price option where the Chairman of PATT could acquire the subsidiaries of Privileged Access anytime before December 31, 2011. The fixed price option also terminated on August 14, 2008. |
| • | Privileged Access and the Company previously agreed to certain arrangements in which we utilized each other’s services. Privileged Access assisted the Company with functions such as: call center management, property management, information technology, legal, sales and marketing. During the years ended December 31, 2009 and December 31, 2008, the Company incurred no expense and approximately $0.6 million, respectively, for the use of Privileged Access employees. The Company received approximately $0.1 million from Privileged Access for Privileged Access use of certain Company information technology resources during the year ended December 31, 2008. The Company and Privileged Access engaged a third party to evaluate the fair market value of such employee services. |
In addition to the arrangements described above, the Company had
the following smaller arrangements with Privileged Access. In
each arrangement, the amount of income or expense, as
applicable, recognized by the Company for the year ended
December 31, 2009 is zero and were less than
$0.2 million for the year ended December 31, 2008.
There are no amounts due under these arrangements as of
December 31, 2009 or December 31, 2008.
| • | Since November 1, 2006, the Company leased 41 to 44 sites at 22 resort Properties to Privileged Access (the “Park Pass Lease”). The Park Pass Lease terminated with the closing of the PA Transaction on August 14, 2008. | |
| • | The Company and Privileged Access entered into a Site Exchange Agreement beginning September 1, 2007 and ending May 31, 2008. Under the Site Exchange Agreement, the Company allowed Privileged Access to use 20 sites at an Arizona resort Property known as Countryside. In return, Privileged Access allowed the Company to use 20 sites at an Arizona resort Property known as Verde Valley Resort (a property in the TT Portfolio). | |
| • | The Company and Privileged Access entered into a Site Exchange Agreement for a one-year period beginning June 1, 2008 and ending May 31, 2009. Under the Site Exchange Agreement, the Company allowed Privileged Access to use 90 sites at six resort Properties. In return, Privileged Access allowed the Company to use 90 sites at six resort Properties leased to Privileged Access. The Site Exchange Agreement was terminated with the closing of the PA Transaction on August 14, 2008. | |
| • | On September 15, 2006, the Company and Privileged Access entered into a Park Model Sales Agreement related to a Texas resort Property in the TT Portfolio known as Lake Conroe. Under the Park Model Sales Agreement, Privileged Access was allowed to sell up to 26 park models at Lake Conroe. Privileged Access was obligated to pay the Company 90% of the site rent collected from the park model buyer. All 26 homes have been sold as of December 31, 2007. The Park Model Sales Agreement terminated with the closing of the PA Transaction on August 14, 2008. | |
| • | The Company advertises in Trailblazer magazine that was published by a subsidiary of Privileged Access prior to August 14, 2008. Trailblazer is an award-winning recreational lifestyle magazine for active campers, which is read by more than 65,000 paid subscribers. Beginning on August 14, 2008, the Company began publishing Trailblazer in accordance with the terms of the PA Transaction. | |
| • | On July 1, 2008, the Company and Privileged Access entered into an agreement, where Privileged Access sold the Company’s used resort cottages at certain Properties leased to Privileged Access. The Company paid Privileged Access a commission for selling the inventory and the agreement was terminated on August 14, 2008. |
F-31
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 13 — | Transactions with Related Parties (continued) |
| • | On April 1, 2008, the Company entered into a lease for a corporate apartment located in Chicago, Illinois for use by Mr. McAdams and other employees of the Company and Privileged Access. The Company paid monthly rent payments, plus utilities and housekeeping expenses and Mr. McAdams reimbursed the Company for a portion of the rent. Prior to August 14, 2008, Privileged Access reimbursed the Company for a portion of the rent and utilities and housekeeping expenses. Such lease terminated on December 31, 2008. |
Corporate
headquarters
The Company leases office space from Two North Riverside Plaza
Joint Venture Limited Partnership, an entity affiliated with
Mr. Zell, the Company’s Chairman of the Board.
Payments made in accordance with the lease agreement to this
entity amounted to approximately $1.0 million,
$0.6 million, and $0.7 million for the years ended
December 31, 2009, 2008 and 2007, respectively. As of
December 31, 2009 and 2008, approximately $60,000 and
$62,000, respectively, were accrued with respect to this office
lease.
Other
In January 2009, the Company entered into a consulting agreement
with the son of Mr. Howard Walker, to provide assistance
with the Company’s internet web marketing strategy.
Mr. Walker is Vice-Chairman of the Company’s Board of
Directors. The consulting agreement was for a term of six months
at a total cost of no more than $48,000 and expired on
June 30, 2009.
| Note 14 — | Stock Option Plan and Stock Grants |
The Company’s Stock Option and Stock Award Plan (the
“Plan”) was adopted in December 1992 and amended and
restated from time to time, most recently effective
March 23, 2001. Pursuant to the Plan, officers, directors,
employees and consultants of the Company are offered the
opportunity (i) to acquire shares of common stock through
the grant of stock options (“Options”), including
non-qualified stock options and, for key employees, incentive
stock options within the meaning of Section 422 of the
Internal Revenue Code; and (ii) to be awarded shares of
common stock (“Restricted Stock Grants”), subject to
conditions and restrictions determined by the Compensation,
Nominating, and Corporate Governance Committee of the
Company’s Board of Directors (the “Compensation
Committee”). The Compensation Committee will determine the
vesting schedule, if any, of each Option and the term, which
term shall not exceed ten years from the date of grant. As to
the Options that have been granted through December 31,
2009 to officers, employees and consultants, generally,
one-third are exercisable one year after the initial grant,
one-third are exercisable two years following the date such
Options were granted and the remaining one-third are exercisable
three years following the date such Options were granted. Stock
Options are awarded at the New York Stock Exchange closing price
of the Company’s common stock on the grant date. A maximum
of 6,000,000 shares of common stock are available for grant
under the Plan and no more than 250,000 shares may be
subject to grants to any one individual in any calendar year.
Grants under the Plan are made by the Compensation Committee,
which determines the individuals eligible to receive awards, the
types of awards, and the terms, conditions and restrictions
applicable to any award. In addition, the terms of two specific
types of awards are contemplated under the Plan:
| • | The first type of award is a grant of Options or Restricted Stock Grants of common stock made to each member of the Board at the meeting held immediately after each annual meeting of the Company’s stockholders. Generally, if the director elects to receive Options, the grant will cover 10,000 shares of common stock at an exercise price equal to the fair market value on the date of grant. If the director elects to receive a Restricted Stock Grant of common stock, he or she will receive an award of 2,000 shares of |
F-32
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 14 — | Stock Option Plan and Stock Grants (continued) |
| common stock. Exercisability or vesting with respect to either type of award will be one-third of the award after six months, two-thirds of the award after one year, and the full award after two years. |
| • | The second type of award is a grant of common stock in lieu of 50% of their bonus otherwise payable to individuals with a title of Vice President or above. A recipient can request that the Compensation Committee pay a greater or lesser portion of the bonus in shares of common stock. |
The Company adopted FASB ASC 718 on July 1, 2005, which
replaced SFAS 123. Since the Company had chosen to use the
modified-prospective method for recognizing stock-based
compensation and uses the Black-Scholes-Merton Model for valuing
the options, the result of the adoption had no material impact
of the Company’s results of operations or financial
position.
Restricted
Stock Grants
On February 1, 2010, the Company awarded Restricted Stock
Grants for 74,665 shares of common stock to certain members
of senior management of the Company. These Restricted Stock
Grants vest on December 31, 2010. The fair market value of
these Restricted Stock Grants was approximately
$3.7 million as of the date of grant and is recorded as a
compensation expense and paid in capital over the vesting period.
In 2008, the Company awarded Restricted Stock Grants for
30,000 shares of common stock to Joe McAdams in accordance
with the terms of his Employment Agreement. These Restricted
Stock Grants vest over two years with one-third vesting on
January 4, 2008, one-third vesting on January 1, 2009
and one-third vesting on January 1, 2010. The fair market
value of these Restricted Stock Grants was approximately
$1.3 million as of the date of grant and is recorded as
compensation expense and paid in capital over the two-year
vesting period.
In 2006, the Company awarded Restricted Stock Grants for
147,500 shares of common stock to certain members of senior
management of the Company. These Restricted Stock Grants vest
over three years. The fair market value of these Restricted
Stock Grants was approximately $8.1 million as of the date
of grant and is recorded as compensation expense and paid in
capital over the three-year vesting period.
In 2009, 2008 and 2007, the Company awarded Restricted Stock
Grants for 27,000, 20,000, and 18,000 shares of common
stock, respectively, to directors with a fair market value of
approximately $1,025,000, $929,000, and $984,000 in 2009, 2008
and 2007, respectively.
The Company recognized compensation expense of approximately
$4.1 million, $4.6 million and $3.7 million
related to Restricted Stock Grants in 2009, 2008 and 2007,
respectively. Compensation expense to be recognized subsequent
to December 31, 2009 for Restricted Stock Grants not yet
vested was approximately $0.8 million, which is expected to
be recognized over a weighted average term of 0.7 years.
Stock
Options
The fair value of each grant is estimated on the grant date
using the Black-Scholes-Merton model. The following table
includes the assumptions that were made and the estimated fair
values:
| Assumption | 2009 | 2008 | 2007 | |||||||||
|
Dividend yield
|
2.5 | % | 5.5 | % | 5.8 | % | ||||||
|
Risk-free interest rate
|
2.8 | % | 3.7 | % | 4.7 | % | ||||||
|
Expected life
|
7 years | 4 years | 4 years | |||||||||
|
Expected volatility
|
21.0 | % | 16.9 | % | 15.6 | % | ||||||
|
Estimated Fair Value of Options Granted
|
$ | 410,972 | $ | 516,904 | $ | 705,554 | ||||||
F-33
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 14 — | Stock Option Plan and Stock Grants (continued) |
A summary of the Company’s stock option activity, and
related information for the years ended December 31, 2009,
2008 and 2007 follows:
|
Weighted
|
||||||||||||
|
Weighted
|
Average
|
|||||||||||
|
Average
|
Outstanding
|
|||||||||||
|
Shares Subject
|
Exercise Price
|
Contractual
|
||||||||||
| to Options | Per Share | Life (in years) | ||||||||||
|
Balance at December 31, 2006
|
968,593 | $ | 24.85 | |||||||||
|
Options granted
|
165,000 | 54.86 | ||||||||||
|
Options exercised
|
(143,854 | ) | 57.86 | |||||||||
|
Options canceled
|
(1,200 | ) | 17.60 | |||||||||
|
Balance at December 31, 2007
|
988,539 | 30.88 | 5.1 | |||||||||
|
Options granted
|
135,000 | 44.36 | ||||||||||
|
Options exercised
|
(169,367 | ) | 45.24 | |||||||||
|
Options canceled
|
(400 | ) | 16.38 | 5.4 | ||||||||
|
Balance at December 31, 2008
|
953,772 | 34.92 | ||||||||||
|
Options granted
|
102,800 | 37.70 | ||||||||||
|
Options exercised
|
(213,721 | ) | 43.34 | |||||||||
|
Options canceled
|
(1,000 | ) | 15.69 | |||||||||
|
Balance at December 31, 2009
|
841,851 | 39.94 | 6.0 | |||||||||
|
Exercisable at December 31, 2009
|
728,315 | 39.88 | 5.6 | |||||||||
As of December 31, 2009, 2008 and 2007,
970,442 shares, 1,099,242 shares and
1,283,842 shares remained available for grant,
respectively; of these 573,525 shares, 600,525 shares
and 650,525 shares, respectively, remained available for
Restricted Stock Grants.
| Note 15 — | Preferred Stock |
The Company’s Board of Directors is authorized under the
Company’s charter, without further stockholder approval, to
issue, from time to time, in one or more series,
10,000,000 shares of $.01 par value preferred stock
(the “Preferred Stock”), with specific rights,
preferences and other attributes as the Board may determine,
which may include preferences, powers and rights that are senior
to the rights of holders of the Company’s common stock.
However, under certain circumstances, the issuance of preferred
stock may require stockholder approval pursuant to the rules and
regulations of The New York Stock Exchange. As of
December 31, 2009 and 2008, the Company issued no Preferred
Stock.
| Note 16 — | Long-Term Cash Incentive Plan |
On May 15, 2007, the Company’s Board of Directors
approved a Long-Term Cash Incentive Plan (the “LTIP”)
to provide a long-term cash bonus opportunity to certain members
of the Company’s management and executive officers. Such
Board approval was upon recommendation by the Company’s
Compensation, Nominating and Corporate Governance Committee (the
“Committee”). On January 18, 2010, the Committee
approved payments under the LTIP of approximately
$2.8 million.
F-34
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 16 — | Long-Term Cash Incentive Plan (continued) |
The Company’s Chief Executive Officer and President were
not participants in the LTIP. The approved payments are expected
to be paid in cash upon completion of the Company’s annual
audit for the 2009 fiscal year, which is expected to be
completed on or before March 1, 2010.
The Company accounted for the LTIP in accordance with FASB ASC
718. As of December 31, 2009 and 2008, the Company had
accrued compensation expense of approximately $2.8 million
and $1.8 million, respectively, related to the LTIP,
including approximately $1.1 million and $1.0 million
in the year ended December 31, 2009 and 2008, respectively.
| Note 17 — | Savings Plan |
The Company has a qualified retirement plan, with a salary
deferral feature designed to qualify under Section 401 of
the Code (the “401(k) Plan”), to cover its employees
and those of its Subsidiaries, if any. The 401(k) Plan permits
eligible employees of the Company and those of any Subsidiary to
defer up to 60% of their eligible compensation on a pre-tax
basis subject to certain maximum amounts. In addition, the
Company will match 100% of the participant’s contribution
up to the first 3% and then 50% of the next 2% for a maximum
potential match of 4%.
In addition, amounts contributed by the Company will vest, on a
prorated basis, according to the participant’s vesting
schedule. After five years of employment with the Company, the
participants will be 100% vested for all amounts contributed by
the Company. Additionally, a discretionary profit sharing
component of the 401(k) Plan provides for a contribution to be
made annually for each participant in an amount, if any, as
determined by the Company. All employee contributions are 100%
vested. The Company’s contribution to the 401(k) Plan was
$840,000, $465,000, and $399,000, for the years ended
December 31, 2009, 2008, and 2007, respectively.
| Note 18 — | Commitments and Contingencies |
California
Rent Control Litigation
As part of the Company’s effort to realize the value of its
Properties subject to rent control, the Company has initiated
lawsuits against several municipalities in California. The
Company’s goal is to achieve a level of regulatory fairness
in California’s rent control jurisdictions, and in
particular those jurisdictions that prohibit increasing rents to
market upon turnover. Regulations in California allow tenants to
sell their homes for a premium representing the value of the
future discounted rent-controlled rents. In the Company’s
view, such regulation results in a transfer of the value of the
Company’s stockholders’ land, which would otherwise be
reflected in market rents, to tenants upon the sales of their
homes in the form of an inflated purchase price that cannot be
attributed to the value of the home being sold. As a result, in
the Company’s view, the Company loses the value of its
asset and the selling tenant leaves the Property with a windfall
premium. The Company has discovered through the litigation
process that certain municipalities considered condemning the
Company’s Properties at values well below the value of the
underlying land. In the Company’s view, a failure to
articulate market rents for sites governed by restrictive rent
control would put the Company at risk for condemnation or
eminent domain proceedings based on artificially reduced rents.
Such a physical taking, should it occur, could represent
substantial lost value to stockholders. The Company is cognizant
of the need for affordable housing in the jurisdictions, but
asserts that restrictive rent regulation does not promote this
purpose because the benefits of such regulation are fully
capitalized into the prices of the homes sold. The Company
estimates that the annual rent subsidy to tenants in these
jurisdictions may be in excess of $15 million. In a more
well balanced regulatory environment, the Company would receive
market rents that would eliminate the subsidy and homes would
trade at or near their intrinsic value.
F-35
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 18 — | Commitments and Contingencies (continued) |
In connection with such efforts, the Company entered into a
settlement agreement with the City of Santa Cruz, California and
that, pursuant to the settlement agreement, the City amended its
rent control ordinance to exempt the Company’s Property
from rent control as long as the Company offers a long term
lease which gives the Company the ability to increase rents to
market upon turnover and bases annual rent increases on the CPI.
The settlement agreement benefits the Company’s
stockholders by allowing them to receive the value of their
investment in this Property through vacancy decontrol while
preserving annual CPI based rent increases in this
age-restricted Property.
The Company has filed two lawsuits in federal court against the
City of San Rafael, challenging its rent control ordinance
on constitutional grounds. The Company believes that one of
those lawsuits was settled by the City agreeing to amend the
ordinance to permit adjustments to market rent upon turnover.
The City subsequently rejected the settlement agreement. The
Court initially found the settlement agreement was binding on
the City, but then reconsidered and determined to submit the
claim of breach of the settlement agreement to a jury. In
October 2002, a jury found no breach of the settlement agreement.
Based on the United States Supreme Court’s 2005 property
rights rulings, in 2006 the Court hearing the San Rafael
cases allowed the Company to assert alternative takings theories
challenging the City’s ordinance as violating the takings
clause and substantive due process. The Company’s
constitutional claims against the City were tried in a bench
trial during April 2007. On January 29, 2008, the Court
issued its Findings of Facts, Conclusions of Law and Order
Thereon (the “Order”). The Company filed the Order on
Form 8-K
on January 31, 2008.
On April 17, 2009, the United States District Court for the
Northern District of California issued its Order for Entry of
Judgment (“April 2009 Order”), and its
“Order” relating to the parties’ requests for
attorneys’ fees (the “Fee Order”). The Company
filed the April 2009 Order and the Fee Order on
Form 8-K
on April 20, 2009. In the April 2009 Order, the Court
stated that the judgment to be entered will gradually phase out
the City’s site rent regulation scheme that the Court has
found unconstitutional. Existing residents of the Company’s
Property in San Rafael will be able to continue to pay site
rent as if the Ordinance were to remain in effect for a period
of ten years. Enforcement of the Ordinance will be immediately
enjoined with respect to new residents of the Property and
expire entirely ten years from the date of judgment. When a
current site lessee at the Property transfers his leasehold to a
new resident upon the sale of the accompanying mobilehome, the
Ordinance shall be enjoined as to the next resident and any
future resident. The Ordinance shall be enjoined as to all
residents ten years from the entry of judgment.
The Fee Order awarded certain amounts of attorneys’ fees to
the Company with respect to its constitutional claims, certain
amounts to the City with respect to the Company’s contract
claims, the net effect of which was that the City must pay the
Company approximately $1.8 million for attorneys’
fees. On June 10, 2009, the Court entered an order on fees
and costs which, in addition to the net attorneys’ fees of
approximately $1.8 million the Court previously ordered the
City to pay the Company, orders the City to pay to the Company
net costs of approximately $0.3 million. On June 30,
2009, the Court entered final judgment as anticipated by the
April 2009 Order. The City filed a notice of appeal, and posted
a bond of approximately $2.1 million securing a stay
pending appeal of the enforcement of the order awarding
attorneys’ fees and costs to the Company. The
residents’ association, which intervened in the case, filed
a motion in the Court of Appeals, which the City joined, seeking
a stay of the injunctions, which the Court of Appeals denied.
The Company filed a notice of cross-appeal. On February 2,
2010, the City and the Association filed their opening brief on
appeal.
The Company’s efforts to achieve a balanced regulatory
environment incentivize tenant groups to file lawsuits against
the Company seeking large damage awards. The homeowners
association at Contempo Marin (“CMHOA”), a 396-site
Property in San Rafael, California, sued the Company in
December 2000 over a prior settlement agreement on a capital
expenditure pass-through after the Company sued the City of
San Rafael in
F-36
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 18 — | Commitments and Contingencies (continued) |
October 2000 alleging its rent control ordinance is
unconstitutional. In the Contempo Marin case, the CMHOA
prevailed on a motion for summary judgment on an issue that
permits the Company to collect only $3.72 out of a monthly
pass-through amount of $7.50 that the Company believed had been
agreed to by the CMHOA in a settlement agreement. The CMHOA
continued to seek damages from the Company in this matter. The
Company reached a settlement with the CMHOA in this matter which
allows the Company to recover $3.72 of the requested monthly
pass-through and does not provide for the payment of any damages
to the CMHOA. On January 12, 2007, the Court granted
CMHOA’s motion for attorneys’ fees in the amount of
approximately $0.3 million and denied the Company’s
motion for attorneys’ fees. The Company appealed both
decisions, which were affirmed. Accordingly, the Company paid
the CMHOA’s attorneys’ fees as previously ordered by
the trial court and, pursuant to an agreement of the parties,
incurred on appeal. The Company believes that such lawsuits will
be a consequence of the Company’s efforts to change rent
control since tenant groups actively desire to preserve the
premium value of their homes in addition to the discounted rents
provided by rent control. The Company has determined that its
efforts to rebalance the regulatory environment despite the risk
of litigation from tenant groups are necessary not only because
of the $15 million annual subsidy to tenants, but also
because of the condemnation risk.
In June 2003, the Company won a judgment against the City of
Santee in California Superior Court (case no. 777094). The
effect of the judgment was to invalidate, on state law grounds,
two (2) rent control ordinances the City of Santee had
enforced against the Company and other property owners. However,
the Court allowed the City to continue to enforce a rent control
ordinance that predated the two invalid ordinances (the
“prior ordinance”). As a result of the judgment the
Company was entitled to collect a one-time rent increase based
upon the difference in annual adjustments between the invalid
ordinance(s) and the prior ordinance and to adjust its base
rents to reflect what the Company could have charged had the
prior ordinance been continually in effect. The City of Santee
appealed the judgment. The Court of Appeal and California
Supreme Court refused to stay enforcement of these rent
adjustments pending appeal. After the City was unable to obtain
a stay, the City and the tenant association each sued the
Company in separate actions alleging the rent adjustments
pursuant to the judgment violate the prior ordinance (Case Nos.
GIE 020887 and GIE 020524). They seek to rescind the rent
adjustments, refunds of amounts paid, and penalties and damages
in these separate actions. On January 25, 2005, the
California Court of Appeal reversed the judgment in part and
affirmed it in part with a remand. The Court of Appeal affirmed
that one ordinance was unlawfully adopted and therefore void and
that the second ordinance contained unconstitutional provisions.
However, the Court ruled the City had the authority to cure the
issues with the first ordinance retroactively and that the City
could sever the unconstitutional provisions in the second
ordinance. On remand, the trial court was directed to decide the
issue of damages to the Company from these ordinances, which the
Company believes is consistent not only with the Company
receiving the economic benefit of invalidating one of the
ordinances, but also consistent with the Company’s position
that it is entitled to market rent and not merely a higher
amount of regulated rent. In the remand action, the trial court
granted a motion for restitution filed by the City in Case
No. GIE 020524. The Company filed a notice of appeal on
July 2, 2008. In order to avoid further trial and the
related expenses, the Company agreed to a stipulated judgment,
which requires the Company to put into escrow after entry of the
judgment, pending appeal, funds sufficient to pay the judgment
with prejudgment interest while preserving the Company’s
appellate rights. Subsequently, the trial court also awarded the
City some but not all of the prejudgment interest it sought. The
stipulated judgment was entered on November 5, 2008, and
the Company deposited into the escrow the amounts required by
the judgment and continues to deposit monthly disputed amounts
until the disputes are resolved on appeal. The appeal has been
fully briefed and is set for oral argument on March 11,
2010. The tenant association continued to seek damages,
penalties and fees in their separate action based on the same
claims made on the tenants’ behalf by the City in the
City’s case. The Company moved for judgment on the
pleadings in the tenant association’s case on the ground
that the tenant association’s case is moot in light of the
stipulated judgment in the City’s case. On November 6,
2008, the Court granted the Company’s motion for judgment
on the
F-37
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 18 — | Commitments and Contingencies (continued) |
pleadings without leave to amend. The tenant association sought
reconsideration of that ruling, which was denied. The tenant
association filed a notice of appeal, has filed its Opening
Brief, and the Company has filed its Response Brief.
In addition, the Company has sued the City of Santee in federal
court alleging all three of the ordinances are unconstitutional
under the Fifth and Fourteenth Amendments to the United States
Constitution. Thus, it is the Company’s position that the
ordinances are subject to invalidation as a matter of law in the
federal court action. Separately, the Federal District Court
granted the City’s Motion for Summary Judgment in the
Company’s federal court lawsuit. This decision was based
not on the merits, but on procedural grounds, including that the
Company’s claims were moot given its success in the state
court case. The Company appealed the decision, and on
May 3, 2007 the United States Court of Appeals for the
Ninth Circuit affirmed the District Court’s decision on
procedural grounds. The Company intends to continue to pursue an
adjudication of its rights on the merits in Federal Court
through claims that are not subject to such procedural defenses.
The Company believes that the severity of the economic impact on
its Properties caused by rent control will enable it to continue
to challenge the rent regulations under the Fifth Amendment and
the due process clause.
Colony
Park
On December 1, 2006, a group of tenants at the
Company’s Colony Park Property in Ceres, California filed a
complaint in the California Superior Court for Stanislaus County
alleging that the Company has failed to properly maintain the
Property and has improperly reduced the services provided to the
tenants, among other allegations. The Company has answered the
complaint by denying all material allegations and filed a
counterclaim for declaratory relief and damages. The case will
proceed in Superior Court because the Company’s motion to
compel arbitration was denied and the denial was upheld on
appeal. Discovery has commenced. The Company filed a motion for
summary adjudication of various of the plaintiffs’ claims
and allegations, which was denied. The Court has set a trial
date for July 20, 2010. The Company believes that the
allegations in the first amended complaint are without merit,
and intends to vigorously defend the lawsuit.
California’s Department of Housing and Community
Development (“HCD”) issued a Notice of Violation dated
August 21, 2006 regarding the sewer system at Colony Park.
The notice ordered the Company to replace the Property’s
sewer system or show justification from a third party explaining
why the sewer system does not need to be replaced. The Company
has provided such third party report to HCD and believes that
the sewer system does not need to be replaced. Based upon
information provided by the Company to HCD to date, HCD has
indicated that it agrees that the entire system does not need to
be replaced.
California
Hawaiian
On April 30, 2009, a group of tenants at the Company’s
California Hawaiian Property in San Jose, California filed
a complaint in the California Superior Court for
Santa Clara County alleging that the Company has failed to
properly maintain the Property and has improperly reduced the
services provided to the tenants, among other allegations. The
Company moved to compel arbitration and stay the proceedings, to
dismiss the case, and to strike portions of the complaint. By
order dated October 8, 2009, the Court granted the
Company’s motion to compel arbitration and stayed the court
proceedings pending the outcome of the arbitration. The
plaintiffs filed with the Court of Appeal a petition for writ
seeking to overturn the trial court’s arbitration and stay
orders. The Company submitted a preliminary opposition and the
Court of Appeal has issued an order allowing further written
submissions and requests for oral argument. The Company believes
that the allegations in the complaint are without merit, and
intends to vigorously defend the litigation.
F-38
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 18 — | Commitments and Contingencies (continued) |
Hurricane
Claim Litigation
On June 22, 2007 the Company filed suit, in the Circuit
Court of Cook County, Illinois (Case No. 07CH16548),
against its insurance carriers, Hartford Fire Insurance Company,
Essex Insurance Company, Lexington Insurance Company, and
Westchester Surplus Lines Insurance Company, regarding a
coverage dispute arising from losses suffered by the Company as
a result of hurricanes that occurred in Florida in 2004 and
2005. The Company also brought claims against Aon Risk Services,
Inc. of Illinois, the Company’s former insurance broker,
regarding the procurement of appropriate insurance coverage for
the Company. The Company is seeking declaratory relief
establishing the coverage obligations of its carriers, as well
as a judgment for breach of contract, breach of the covenant of
good faith and fair dealing, unfair settlement practices and, as
to Aon, for failure to provide ordinary care in the selling and
procuring of insurance. The claims involved in this action
exceed $11 million.
In response to motions to dismiss, the trial court dismissed:
(1) the requests for declaratory relief as being
duplicative of the claims for breach of contract and
(2) certain of the breach of contract claims as being not
ripe until the limits of underlying insurance policies have been
exhausted. On or about January 28, 2008, the Company filed
its Second Amended Complaint. Aon filed a motion to dismiss the
Second Amended Complaint in its entirety as against Aon, and the
insurers moved to dismiss portions of the Second Amended
Complaint as against them. The insurers’ motion was denied
and they have now answered the Second Amended Complaint.
Aon’s motion was granted, with leave granted to the Company
to file an amended pleading containing greater factual
specificity. The Company did so by adding to the Second Amended
Complaint a new Count VII against Aon, which the Company filed
on August 15, 2008. Aon then answered the new Count VII in
part and moved to strike certain of its allegations. The Court
left Count VII undisturbed, except for ruling that the
Company’s alternative claim that Aon was negligent in
carrying out its duty to give notice to certain of the insurance
carriers on the Company’s behalf should be re-pleaded in
the form of a breach of contract theory. On February 2,
2009, the Company filed such a claim in the form of a new Count
VIII against Aon. Aon has answered Count VIII. Discovery is
proceeding.
Since filing the lawsuit, the Company has received additional
payments from Essex Insurance Company, Lexington Insurance
Company, and Westchester Surplus Lines Insurance Company, of
approximately $2.6 million. In January 2008 the Company
entered a settlement with Hartford Fire Insurance Company
pursuant to which Hartford paid the Company the remaining
disputed limits of Hartford’s insurance policy, in the
amount of approximately $0.5 million, and the Company
dismissed and released Hartford from additional claims for
interest and bad faith claims handling.
California
and Washington Wage Claim Class Actions
On October 16, 2008, the Company was served with a class
action lawsuit in California state court filed by a single named
plaintiff. The suit alleges that, at the time of the PA
Transaction, the Company and other named defendants willfully
failed to pay former California employees of Privileged Access
and its affiliates (“PA”) who became employees of the
Company all of the wages they earned during their employment
with PA, including accrued vacation time. The suit also alleges
that the Company improperly “stripped” those employees
of their seniority. The suit asserts claims for alleged
violation of the California Labor Code; alleged violation of the
California Business & Professions Code and for alleged
unfair business practices; alleged breach of contract; alleged
breach of the duty of good faith and fair dealing; and for
alleged unjust enrichment. The complaint seeks, among other
relief, compensatory and statutory damages; restitution;
pre-judgment and post-judgment interest; attorney’s fees,
expenses and costs; penalties; and exemplary and punitive
damages. The complaint does not specify a dollar amount sought.
On December 18, 2008, the Company filed a demurrer seeking
dismissal of the complaint in its entirety without leave to
amend. On May 14, 2009, the Court granted the
Company’s demurrer and dismissed the complaint, in part
without leave to amend and in part with leave to amend. On
June 2, 2009, the plaintiff filed an amended complaint. On
July 6, 2009, the Company filed a demurrer seeking
dismissal of the amended complaint in its entirety without leave
to amend. On October 20, 2009, the Court granted the
F-39
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 18 — | Commitments and Contingencies (continued) |
Company’s demurrer and dismissed the amended complaint, in
part without leave to amend and in part with leave to amend. On
November 9, 2009, the plaintiff filed a third amended
complaint. On December 11, 2009, the Company filed a
demurrer seeking dismissal of the third amended complaint in its
entirety without leave to amend. On February 23, 2010, the
court dismissed without leave to amend the claim for breach of
the duty of good faith and fair dealings, and otherwise denied
the Company’s demurrer. The Company will vigorously defend
the lawsuit.
On December 16, 2008, the Company was served with a class
action lawsuit in Washington state court filed by a single named
plaintiff, represented by the same counsel as the plaintiff in
the California class action. The complaint asserts on behalf of
a putative class of Washington employees of PA who became
employees of the Company substantially similar allegations as
are alleged in the California class action. The Company moved to
dismiss the complaint. On April 3, 2009, the court
dismissed: (1) the first cause of action, which alleged a
claim under the Washington Labor Code for failure to pay accrued
vacation time; (2) the second cause of action, which
alleged a claim under the Washington Labor Code for unpaid wages
on termination; (3) the third cause of action, which
alleged a claim under the Washington Labor Code for payment of
wages less than entitled; and (4) the fourth cause of
action, which alleged a claim under the Washington Consumer
Protection Act. The court did not dismiss the fifth cause of
action for breach of contract, the sixth cause of action of the
breach of the duty of good faith and fair dealing; and the
seventh cause of action for unjust enrichment. On May 22,
2009, the Company filed a motion for summary judgment on the
causes of action not previously dismissed, which was denied.
With leave of court, the plaintiff filed an amended complaint,
the material allegations of which the Company denied in an
answer filed on September 11, 2009. The Company will
vigorously defend the lawsuit.
Cascade
On December 10, 2008, the King County Hospital District
No. 4 (the “Hospital District”) filed suit
against the Company seeking a declaratory judgment that it had
properly rescinded an agreement to acquire the Company’s
Thousand Trails — Cascade Property
(“Cascade”) located 20 miles east of Seattle,
Washington. The agreement was entered into after the Hospital
District had passed a resolution authorizing the condemnation of
Cascade. Under the agreement, in lieu of a formal condemnation
proceeding, the Company agreed to accept from the Hospital
District $12.5 million for the Property with an earnest
money deposit of approximately $0.4 million. The Company
has not included in income the earnest money deposit received.
The closing of the transaction was originally scheduled in
January 2008, and was extended to April 2009. The Company has
filed an answer to the Hospital District’s suit and a
counterclaim seeking recovery of the amounts owed under the
agreement. On February 27, 2009, the Hospital District
filed a summary judgment motion arguing that it was entitled to
rescind the agreement because the Property is zoned residential
and the Company did not provide the Hospital District a
residential real estate disclosure form. On April 2, 2009,
the Court denied the Hospital District’s summary judgment
motion, ruling that a real property owner who is compelled to
transfer land under the power of eminent domain is not legally
required to provide a disclosure form. The Hospital District
filed a motion for reconsideration of the summary judgment
ruling. On April 22, 2009, the Court reaffirmed its ruling
that a real property owner that is compelled to transfer land
under eminent domain is not legally required to provide a
disclosure form. On May 22, 2009, the Court denied the
Hospital District’s motion for reconsideration in its
entirety, reaffirmed its ruling that condemnation was the reason
for the transaction between the Company and the Hospital
District, and ruled that the Hospital District is not entitled
to take discovery in an effort to establish otherwise. Discovery
is proceeding. The Company will vigorously pursue its rights
under the agreement. Due to the anticipated transfer of the
Property, the Company closed Cascade in October 2007.
F-40
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 18 — | Commitments and Contingencies (continued) |
Brennan
Beach
The Law Enforcement Division of the New York Department of
Environmental Compliance (“DEC”) has investigated
certain allegations relating to the operation of the onsite
wastewater treatment plant and the use of adjacent wetlands at
Brennan Beach, which is located in Pulaski, New York. The
allegations included assertions of unlawful point source
discharges, permit discharge exceedances, and placing material
in a wetland buffer area without a permit. Representatives of
the Company attended meetings with the DEC in November 2007,
April 2008, May 2008 and June 2008, at which the alleged
violations were discussed, and the Company has cooperated with
the DEC investigation. No formal notices have been issued to the
Company asserting specific violations, but the DEC has indicated
that it believes the Company is responsible for certain of the
alleged violations. As a result of discussions with the DEC, the
Company has agreed to enter into a civil consent order pursuant
to which the Company will pay a penalty and undertake an
environmental benefit project at a total cost of approximately
$0.2 million in connection with the alleged violations.
Based on that agreement the DEC has prepared a proposed consent
order on which the Company has submitted comments. The amounts
expected to be paid under the consent order were accrued as
property operating expenses during the quarter ended
June 30, 2008.
Gulf View
in Punta Gorda
In 2004, the Company acquired ownership of various property
owning entities, including an entity owning a property called
Gulf View, in Punta Gorda, Florida. Gulf View continues to be
held in a special purpose entity. At the time of acquisition of
the entity owning Gulf View, it was financed with a secured loan
that was cross-collateralized and cross-defaulted with a loan on
another property whose ownership entity was not acquired. At the
time of acquisition, the Operating Partnership guaranteed
certain obligations relating to exceptions from the non-recourse
nature of the loans. Because of certain penalties associated
with repayment of these loans, the loans have not been
restructured and the terms and conditions remain the same today.
The approximate outstanding amount of the loan secured by Gulf
View is $1.4 million and of the crossed loan secured by the
other property is $5.5 million. The Company is not aware of
any notice of default regarding either of the loans; however,
should the owner of the cross-collateralized property default,
the special purpose entity owning Gulf View and the Operating
Partnership may be impacted to the extent of their obligations.
Creekside
We currently have one all-age property, called Creekside, in
Wyoming, Michigan, held for disposition. On December 29,
2009, the Company sent to the loan servicer a
deed-in-lieu
of foreclosure agreement executed by the Company (the
“Proposed DIL Agreement”) regarding our nonrecourse
mortgage loan of approximately $3.6 million secured by the
Property. On January 25, 2010, the lender gave notice of
default and declared payment of the entire loan balance to be
immediately due and payable, and has demanded payment from the
Company to the extent of any liability under personal recourse
exceptions to the non-recourse provisions of the loan agreement
without specifying whether or to what extent it claims any
amounts are owed under such exceptions. The Company denies that
any such amounts are owed or that there is any personal
liability to which the lender has recourse.
On February 2, 2010, the lender filed a complaint in the
Kent County, Michigan, Circuit Court (the “Complaint”)
seeking appointment of a receiver for the Property. A receiver
was appointed by agreed order on February 5, 2010. The
Complaint also alleged, among other things, on information and
belief that the borrower has misappropriated rents from the
Property subsequent to its defaults under the loan agreement.
The lender has also subsequently stated that payment of accrued
and unpaid management fees to the Company’s affiliate that
managed the Property may constitute an unauthorized transfer in
violation of Michigan’s Uniform Fraudulent Transfer Act.
The Company disputes and will vigorously defend against any
allegation that there has been any misappropriation of rents,
any unauthorized or improper transfers, or that there is any
personal liability for any amounts claimed to be due and owing.
By letter dated February 9, 2010, the lender acknowledged
receipt of our Proposed DIL
F-41
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 18 — | Commitments and Contingencies (continued) |
Agreement but has not accepted it at this time, and instead
indicated that a “Prenegotiation Agreement” in a form
acceptable to the lender must first be entered by the parties,
after which discussions may begin on possible alternatives to
foreclosure.
Other
The Company is involved in various other legal proceedings
arising in the ordinary course of business. Such proceedings
include, but are not limited to, notices, consent decrees,
additional permit requirements and other similar enforcement
actions by governmental agencies relating to the Company’s
water and wastewater treatment plants and other waste treatment
facilities. Additionally, in the ordinary course of business,
the Company’s operations are subject to audit by various
taxing authorities. Management believes that all proceedings
herein described or referred to, taken together, are not
expected to have a material adverse impact on the Company. In
addition, to the extent any such proceedings or audits relate to
newly acquired Properties, the Company considers any potential
indemnification obligations of sellers in favor of the Company.
| Note 19 — | Quarterly Financial Data (unaudited) |
The following is unaudited quarterly data for 2009 and 2008
(amounts in thousands, except for per share amounts):
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||||||||||
|
2009
|
3/31 | 6/30 | 9/30 | 12/31 | ||||||||||||
|
Total revenues (a)
|
$ | 133,043 | $ | 122,317 | $ | 131,519 | $ | 120,488 | ||||||||
|
Income from continuing operations(a)
|
$ | 13,556 | $ | 2,830 | $ | 7,093 | $ | 6,341 | ||||||||
|
Income (loss) from discontinued operations (a)
|
$ | 88 | $ | 74 | $ | 4,038 | $ | (14 | ) | |||||||
|
Net income available for Common Shares
|
$ | 13,644 | $ | 2,904 | $ | 11,131 | $ | 6,327 | ||||||||
|
Weighted average Common Shares outstanding — Basic
|
24,945 | 25,163 | 29,993 | 30,145 | ||||||||||||
|
Weighted average Common Shares outstanding — Diluted
|
30,523 | 30,693 | 35,242 | 35,248 | ||||||||||||
|
Net income per Common Share outstanding — Basic
|
$ | 0.55 | $ | 0.12 | $ | 0.37 | $ | 0.21 | ||||||||
|
Net income per Common Share outstanding — Diluted
|
$ | 0.54 | $ | 0.11 | $ | 0.37 | $ | 0.21 | ||||||||
F-42
Table of Contents
Equity
LifeStyle Properties, Inc.
Notes To
Consolidated Financial Statements
| Note 19 — | Quarterly Financial Data (unaudited) — (Continued) |
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||||||||||
|
2008
|
3/31 | 6/30 | 9/30 | 12/31 | ||||||||||||
|
Total revenues (a)
|
$ | 123,205 | $ | 110,909 | $ | 118,578 | $ | 116,449 | ||||||||
|
Income (loss) from continuing operations(a)
|
$ | 12,712 | $ | 4,069 | $ | 1,456 | $ | (80 | ) | |||||||
|
Income from discontinued operations (a)
|
$ | 13 | $ | 40 | $ | 26 | $ | 67 | ||||||||
|
Net income (loss) available for Common Shares
|
$ | 12,725 | $ | 4,109 | $ | 1,482 | $ | (13 | ) | |||||||
|
Weighted average Common Shares outstanding — Basic
|
24,200 | 24,370 | 24,527 | 24,765 | ||||||||||||
|
Weighted average Common Shares outstanding — Diluted
|
30,386 | 30,540 | 30,572 | 30,505 | ||||||||||||
|
Net income per Common Share outstanding — Basic
|
$ | 0.53 | $ | 0.17 | $ | 0.06 | $ | 0.00 | ||||||||
|
Net income per Common Share outstanding — Diluted
|
$ | 0.52 | $ | 0.17 | $ | 0.06 | $ | 0.00 | ||||||||
| (a) | Amounts may differ from previously disclosed amounts due to reclassification of discontinued operations. |
F-43
Table of Contents
| Additions | ||||||||||||||||||||
|
Balance at
|
Charged to
|
Charged
|
Balance at
|
|||||||||||||||||
|
Beginning
|
Costs and
|
to Other
|
End of
|
|||||||||||||||||
| of Period | Expenses | Accounts | Deductions(1) | Period | ||||||||||||||||
|
For the year ended December 31, 2007: Allowance for
doubtful accounts
|
$ | 885,000 | $ | 1,865,000 | — | $ | (1,596,000 | ) | $ | 1,154,000 | ||||||||||
|
For the year ended December 31, 2008: Allowance for
doubtful accounts
|
$ | 1,154,000 | $ | 1,951,000 | — | $ | (1,977,000 | ) | $ | 1,128,000 | ||||||||||
|
For the year ended December 31, 2009: Allowance for
doubtful accounts
|
$ | 1,128,000 | $ | 2,513,400 | — | $ | (1,914,900 | ) | $ | 1,726,500 | ||||||||||
| (1) | Deductions represent tenant receivables deemed uncollectible. |
S-1
Table of Contents
|
Schedule III
|
||||||||||||||||||||||||||||||||||||||||||||
|
Equity LifeStyle Properties, Inc. |
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
|
Costs Capitalized
|
||||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||||
|
Initial Cost to
|
Acquisition
|
at Close of
|
||||||||||||||||||||||||||||||||||||||||||
| Company | (Improvements) | Period 12/31/09 | ||||||||||||||||||||||||||||||||||||||||||
|
Depreciable
|
Depreciable
|
Depreciable
|
Accumulated
|
Date of
|
||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
Location | Encumbrances | Land | Property | Land | Property | Land | Property | Total | Depreciation | Acquisition | |||||||||||||||||||||||||||||||||
|
Properties Held for Long Term
|
||||||||||||||||||||||||||||||||||||||||||||
|
Hidden Cove
|
Arley | AL | — | 212 | 610 | — | — | 212 | 610 | 822 | (80 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Apollo Village
|
Phoenix | AZ | (4,775 | ) | 932 | 3,219 | — | 1,225 | 932 | 4,444 | 5,376 | (2,034 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Araby
|
Yuma | AZ | (3,020 | ) | 1,440 | 4,345 | — | 289 | 1,440 | 4,634 | 6,074 | (924 | ) | 2003 | ||||||||||||||||||||||||||||||
|
Cactus Gardens
|
Yuma | AZ | (4,485 | ) | 1,992 | 5,984 | — | 261 | 1,992 | 6,245 | 8,237 | (1,132 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Capri RV
|
Yuma | AZ | (4,897 | ) | 1,595 | 4,774 | — | 149 | 1,595 | 4,923 | 6,518 | (617 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Carefree Manor
|
Phoenix | AZ | (3,161 | ) | 706 | 3,040 | — | 728 | 706 | 3,768 | 4,474 | (1,432 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Casa del Sol East II
|
Glendale | AZ | (4,634 | ) | 2,103 | 6,283 | — | 2,222 | 2,103 | 8,505 | 10,608 | (2,661 | ) | 1996 | ||||||||||||||||||||||||||||||
|
Casa del Sol East III
|
Glendale | AZ | (5,991 | ) | 2,450 | 7,452 | — | 646 | 2,450 | 8,098 | 10,548 | (3,085 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Casa del Sol West I
|
Peoria | AZ | (9,953 | ) | 2,215 | 6,467 | — | 1,951 | 2,215 | 8,418 | 10,633 | (2,863 | ) | 1996 | ||||||||||||||||||||||||||||||
|
Casita Verde RV
|
Casa Grande | AZ | (2,204 | ) | 719 | 2,179 | — | 55 | 719 | 2,234 | 2,953 | (285 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Central Park
|
Phoenix | AZ | (12,259 | ) | 1,612 | 3,784 | — | 1,363 | 1,612 | 5,147 | 6,759 | (3,862 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Countryside RV
|
Apache Junction | AZ | — | 2,056 | 6,241 | — | 503 | 2,056 | 6,744 | 8,800 | (1,657 | ) | 2002 | |||||||||||||||||||||||||||||||
|
Desert Paradise
|
Yuma | AZ | (1,350 | ) | 666 | 2,011 | — | 88 | 666 | 2,099 | 2,765 | (430 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Desert Skies
|
Phoenix | AZ | (4,869 | ) | 792 | 3,126 | — | 606 | 792 | 3,732 | 4,524 | (1,447 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Fairview Manor
|
Tucson | AZ | — | 1,674 | 4,708 | — | 1,502 | 1,674 | 6,210 | 7,884 | (2,519 | ) | 1998 | |||||||||||||||||||||||||||||||
|
Fiesta Grande RV
|
Casa Grande | AZ | (9,305 | ) | 2,869 | 8,653 | — | 302 | 2,869 | 8,955 | 11,824 | (1,131 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Foothill
|
Yuma | AZ | (1,350 | ) | 459 | 1,402 | — | 119 | 459 | 1,521 | 1,980 | (313 | ) | 2003 | ||||||||||||||||||||||||||||||
|
Foothills West RV
|
Casa Grande | AZ | (2,277 | ) | 747 | 2,261 | — | 51 | 747 | 2,312 | 3,059 | (290 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Golden Sun RV
|
Apache Junction | AZ | — | 1,678 | 5,049 | — | 126 | 1,678 | 5,175 | 6,853 | (1,306 | ) | 2002 | |||||||||||||||||||||||||||||||
|
Hacienda De Valencia
|
Mesa | AZ | (14,478 | ) | 833 | 2,701 | — | 4,367 | 833 | 7,068 | 7,901 | (3,859 | ) | 1984 | ||||||||||||||||||||||||||||||
|
Monte Vista
|
Mesa | AZ | (23,857 | ) | 11,402 | 34,355 | — | 3,210 | 11,402 | 37,565 | 48,967 | (6,839 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Mesa Verde
|
Cottonwood | AZ | — | 1,387 | 4,148 | — | 289 | 1,387 | 4,437 | 5,824 | (447 | ) | 2007 | |||||||||||||||||||||||||||||||
|
Palm Shadows
|
Glendale | AZ | (7,890 | ) | 1,400 | 4,218 | — | 984 | 1,400 | 5,202 | 6,602 | (2,723 | ) | 1993 | ||||||||||||||||||||||||||||||
|
Paradise
|
Sun City | AZ | — | 6,414 | 19,263 | 11 | 1,371 | 6,425 | 20,634 | 27,059 | (4,161 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Sedona Shadows
|
Sedona | AZ | (11,093 | ) | 1,096 | 3,431 | — | 1,273 | 1,096 | 4,704 | 5,800 | (1,782 | ) | 1997 | ||||||||||||||||||||||||||||||
|
Seyenna Vistas
|
Mesa | AZ | — | 1,360 | 4,660 | — | 2,080 | 1,360 | 6,740 | 8,100 | (3,114 | ) | 1994 | |||||||||||||||||||||||||||||||
|
Suni Sands
|
Yuma | AZ | (2,949 | ) | 1,249 | 3,759 | — | 245 | 1,249 | 4,004 | 5,253 | (786 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Sunrise Heights
|
Phoenix | AZ | (5,348 | ) | 1,000 | 3,016 | — | 1,361 | 1,000 | 4,377 | 5,377 | (1,913 | ) | 1994 | ||||||||||||||||||||||||||||||
|
The Highlands at Brentwood
|
Mesa | AZ | (10,527 | ) | 1,997 | 6,024 | — | 1,742 | 1,997 | 7,766 | 9,763 | (3,909 | ) | 1993 | ||||||||||||||||||||||||||||||
|
The Meadows
|
Tempe | AZ | — | 2,613 | 7,887 | — | 3,422 | 2,613 | 11,309 | 13,922 | (5,158 | ) | 1994 | |||||||||||||||||||||||||||||||
|
Verde Valley
|
Cottonwood | AZ | — | 1,437 | 3,390 | 19 | 692 | 1,456 | 4,081 | 5,537 | (645 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Venture In
|
Show Low | AZ | (6,561 | ) | 2,050 | 6,188 | — | 252 | 2,050 | 6,440 | 8,490 | (826 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Viewpoint
|
Mesa | AZ | (42,989 | ) | 24,890 | 56,340 | 15 | 3,461 | 24,905 | 59,801 | 84,706 | (11,494 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Whispering Palms
|
Phoenix | AZ | (3,106 | ) | 670 | 2,141 | — | 268 | 670 | 2,409 | 3,079 | (1,018 | ) | 1998 | ||||||||||||||||||||||||||||||
S-2
Table of Contents
|
Schedule III
|
||||||||||||||||||||||||||||||||||||||||||||
|
Equity LifeStyle Properties, Inc. |
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
|
Costs Capitalized
|
||||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||||
|
Initial Cost to
|
Acquisition
|
at Close of
|
||||||||||||||||||||||||||||||||||||||||||
| Company | (Improvements) | Period 12/31/09 | ||||||||||||||||||||||||||||||||||||||||||
|
Depreciable
|
Depreciable
|
Depreciable
|
Accumulated
|
Date of
|
||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
Location | Encumbrances | Land | Property | Land | Property | Land | Property | Total | Depreciation | Acquisition | |||||||||||||||||||||||||||||||||
|
Cultus Lake
|
Lindell Beach | BC | — | 410 | 968 | 5 | 129 | 416 | 1,097 | 1,513 | (175 | ) | 2004 | |||||||||||||||||||||||||||||||
|
California Hawaiian
|
San Jose | CA | (32,749 | ) | 5,825 | 17,755 | — | 2,726 | 5,825 | 20,481 | 26,306 | (8,316 | ) | 1997 | ||||||||||||||||||||||||||||||
|
Colony Park
|
Ceres | CA | (5,528 | ) | 890 | 2,837 | — | 557 | 890 | 3,394 | 4,284 | (1,507 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Concord Cascade
|
Pacheco | CA | — | 985 | 3,016 | — | 1,710 | 985 | 4,726 | 5,711 | (3,342 | ) | 1983 | |||||||||||||||||||||||||||||||
|
Contempo Marin
|
San Rafael | CA | — | 4,787 | 16,379 | — | 3,013 | 4,787 | 19,392 | 24,179 | (10,001 | ) | 1994 | |||||||||||||||||||||||||||||||
|
Coralwood
|
Modesto | CA | (5,983 | ) | — | 5,047 | — | 430 | — | 5,477 | 5,477 | (2,332 | ) | 1997 | ||||||||||||||||||||||||||||||
|
Date Palm Country Club
|
Cathedral City | CA | (14,230 | ) | 4,138 | 14,064 | (23 | ) | 4,240 | 4,115 | 18,304 | 22,419 | (9,384 | ) | 1994 | |||||||||||||||||||||||||||||
|
Date Palm RV
|
Cathedral City | CA | — | — | 216 | — | 313 | — | 529 | 529 | (284 | ) | 1994 | |||||||||||||||||||||||||||||||
|
DeAnza Santa Cruz
|
Santa Cruz | CA | (5,529 | ) | 2,103 | 7,201 | — | 1,661 | 2,103 | 8,862 | 10,965 | (4,294 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Four Seasons
|
Fresno | CA | — | 756 | 2,348 | — | 326 | 756 | 2,674 | 3,430 | (1,158 | ) | 1997 | |||||||||||||||||||||||||||||||
|
Idyllwild
|
Pine Cove | CA | — | 313 | 737 | 4 | 536 | 317 | 1,273 | 1,590 | (162 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Laguna Lake
|
San Luis Obispo | CA | — | 2,845 | 6,520 | — | 441 | 2,845 | 6,961 | 9,806 | (2,886 | ) | 1998 | |||||||||||||||||||||||||||||||
|
Lake Minden
|
Nicolaus | CA | — | 961 | 2,267 | 13 | 631 | 974 | 2,898 | 3,872 | (452 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Lake of the Springs
|
Oregon House | CA | — | 1,062 | 2,504 | 14 | 351 | 1,076 | 2,855 | 3,931 | (452 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Lamplighter
|
Spring Valley | CA | (23,632 | ) | 633 | 2,201 | — | 1,135 | 633 | 3,336 | 3,969 | (2,466 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Las Palmas
|
Rialto | CA | (3,536 | ) | 1,295 | 3,866 | — | 258 | 1,295 | 4,124 | 5,419 | (798 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Meadowbrook
|
Santee | CA | — | 4,345 | 12,528 | — | 1,854 | 4,345 | 14,382 | 18,727 | (5,546 | ) | 1998 | |||||||||||||||||||||||||||||||
|
Monte del Lago
|
Castroville | CA | (21,400 | ) | 3,150 | 9,469 | — | 2,355 | 3,150 | 11,824 | 14,974 | (4,713 | ) | 1997 | ||||||||||||||||||||||||||||||
|
Morgan Hill
|
Morgan Hill | CA | — | 1,856 | 4,378 | 25 | 364 | 1,881 | 4,742 | 6,623 | (780 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Nicholson Plaza
|
San Jose | CA | — | — | 4,512 | — | 251 | — | 4,763 | 4,763 | (1,946 | ) | 1997 | |||||||||||||||||||||||||||||||
|
Oakzanita Springs
|
Descanso | CA | — | 396 | 934 | 5 | 763 | 401 | 1,696 | 2,097 | (221 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Pacific Dunes Ranch
|
Oceana | CA | (5,584 | ) | 1,940 | 5,632 | — | 123 | 1,940 | 5,755 | 7,695 | (1,072 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Palm Springs
|
Palm Desert | CA | — | 1,811 | 4,271 | 24 | 301 | 1,835 | 4,572 | 6,407 | (751 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Parque La Quinta
|
Rialto | CA | (4,742 | ) | 1,799 | 5,450 | — | 117 | 1,799 | 5,567 | 7,366 | (1,137 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Pio Pico
|
Jamul | CA | — | 2,626 | 6,194 | 35 | 1,009 | 2,661 | 7,202 | 9,863 | (1,138 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Ponderosa
|
Lotus | CA | — | 900 | 2,100 | — | 215 | 900 | 2,315 | 3,215 | (285 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Quail Meadows
|
Riverbank | CA | (5,010 | ) | 1,155 | 3,469 | — | 386 | 1,155 | 3,855 | 5,010 | (1,513 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Rancho Mesa
|
El Cajon | CA | (9,264 | ) | 2,130 | 6,389 | — | 629 | 2,130 | 7,018 | 9,148 | (2,665 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Rancho Oso
|
Santa Barbara | CA | — | 860 | 2,029 | 11 | 482 | 872 | 2,511 | 3,383 | (383 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Rancho Valley
|
El Cajon | CA | — | 685 | 1,902 | — | 1,100 | 685 | 3,002 | 3,687 | (2,171 | ) | 1983 | |||||||||||||||||||||||||||||||
|
Royal Holiday
|
Hemet | CA | — | 778 | 2,643 | — | 2,147 | 778 | 4,790 | 5,568 | (1,414 | ) | 1998 | |||||||||||||||||||||||||||||||
|
Royal Oaks
|
Visalia | CA | — | 602 | 1,921 | — | 530 | 602 | 2,451 | 3,053 | (997 | ) | 1997 | |||||||||||||||||||||||||||||||
|
Russian River
|
Cloverdale | CA | — | 368 | 868 | 5 | 129 | 373 | 997 | 1,370 | (159 | ) | 2004 | |||||||||||||||||||||||||||||||
|
San Benito
|
Paicines | CA | — | 1,411 | 3,328 | 19 | 495 | 1,430 | 3,822 | 5,252 | (604 | ) | 2004 | |||||||||||||||||||||||||||||||
|
San Francisco RV
|
Pacifica | CA | — | 1,660 | 4,973 | — | 270 | 1,660 | 5,243 | 6,903 | (792 | ) | 2005 | |||||||||||||||||||||||||||||||
S-3
Table of Contents
|
Schedule III
|
||||||||||||||||||||||||||||||||||||||||||||
|
Equity LifeStyle Properties, Inc. |
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
|
Costs Capitalized
|
||||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||||
|
Initial Cost to
|
Acquisition
|
at Close of
|
||||||||||||||||||||||||||||||||||||||||||
| Company | (Improvements) | Period 12/31/09 | ||||||||||||||||||||||||||||||||||||||||||
|
Depreciable
|
Depreciable
|
Depreciable
|
Accumulated
|
Date of
|
||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
Location | Encumbrances | Land | Property | Land | Property | Land | Property | Total | Depreciation | Acquisition | |||||||||||||||||||||||||||||||||
|
Santa Cruz Ranch RV
|
Scotts Valley | CA | — | 1,183 | 3,549 | — | 186 | 1,183 | 3,735 | 4,918 | (290 | ) | 2007 | |||||||||||||||||||||||||||||||
|
Santa Cruz Ranch Warehouse
|
Scotts Valley | CA | — | 412 | 388 | — | — | 412 | 388 | 800 | (30 | ) | 2007 | |||||||||||||||||||||||||||||||
|
Santiago Estates
|
Sylmar | CA | (15,377 | ) | 3,562 | 10,767 | — | 1,135 | 3,562 | 11,902 | 15,464 | (4,703 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Sea Oaks
|
Los Osos | CA | — | 871 | 2,703 | — | 418 | 871 | 3,121 | 3,992 | (1,253 | ) | 1997 | |||||||||||||||||||||||||||||||
|
Snowflower
|
Emigrant Gap | CA | — | 308 | 727 | 4 | 275 | 312 | 1,001 | 1,313 | (137 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Soledad Canyon
|
Acton | CA | — | 2,933 | 6,917 | 39 | 1,042 | 2,972 | 7,959 | 10,931 | (1,273 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Sunshadow
|
San Jose | CA | — | — | 5,707 | — | 249 | — | 5,956 | 5,956 | (2,473 | ) | 1997 | |||||||||||||||||||||||||||||||
|
Tahoe Valley
|
Lake Tahoe | CA | — | 1,357 | 4,071 | — | 144 | 1,357 | 4,215 | 5,572 | (837 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Turtle Beach
|
Manteca | CA | — | 268 | 633 | 4 | 35 | 272 | 668 | 940 | (114 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Village of the Four Seasons
|
San Jose | CA | (14,241 | ) | 5,229 | 15,714 | — | 458 | 5,229 | 16,172 | 21,401 | (3,025 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Westwinds (4 properties)
|
San Jose | CA | — | — | 17,616 | — | 6,360 | — | 23,976 | 23,976 | (10,361 | ) | 1997 | |||||||||||||||||||||||||||||||
|
Wilderness Lake
|
Menifee | CA | — | 2,157 | 5,088 | 29 | 588 | 2,186 | 5,676 | 7,862 | (938 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Yosemite Lakes
|
Groveland | CA | — | 2,045 | 4,823 | 27 | 1,075 | 2,072 | 5,897 | 7,969 | (903 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Bear Creek
|
Denver | CO | (4,709 | ) | 1,100 | 3,359 | — | 412 | 1,100 | 3,771 | 4,871 | (1,476 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Cimarron
|
Broomfield | CO | (15,567 | ) | 863 | 2,790 | — | 776 | 863 | 3,566 | 4,429 | (2,866 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Golden Terrace
|
Golden | CO | (14,011 | ) | 826 | 2,415 | — | 1,389 | 826 | 3,804 | 4,630 | (2,467 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Golden Terrace South
|
Golden | CO | — | 750 | 2,265 | — | 724 | 750 | 2,989 | 3,739 | (1,248 | ) | 1997 | |||||||||||||||||||||||||||||||
|
Golden Terrace West
|
Golden | CO | (16,579 | ) | 1,694 | 5,065 | — | 1,054 | 1,694 | 6,119 | 7,813 | (4,450 | ) | 1986 | ||||||||||||||||||||||||||||||
|
Hillcrest Village
|
Aurora | CO | (26,464 | ) | 1,912 | 5,202 | 289 | 2,696 | 2,201 | 7,898 | 10,099 | (6,299 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Holiday Hills
|
Denver | CO | (36,585 | ) | 2,159 | 7,780 | — | 4,566 | 2,159 | 12,346 | 14,505 | (9,515 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Holiday Village
|
Co. Springs | CO | (11,447 | ) | 567 | 1,759 | — | 1,165 | 567 | 2,924 | 3,491 | (2,171 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Pueblo Grande
|
Pueblo | CO | (7,590 | ) | 241 | 1,069 | — | 649 | 241 | 1,718 | 1,959 | (1,277 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Woodland Hills
|
Thornton | CO | (10,631 | ) | 1,928 | 4,408 | — | 2,614 | 1,928 | 7,022 | 8,950 | (3,731 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Aspen Meadows
|
Rehoboth | DE | (5,423 | ) | 1,148 | 3,460 | — | 467 | 1,148 | 3,927 | 5,075 | (1,589 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Camelot Meadows
|
Rehoboth | DE | (12,518 | ) | 527 | 2,058 | 1,251 | 4,270 | 1,778 | 6,328 | 8,106 | (2,388 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Mariners Cove
|
Millsboro | DE | (15,876 | ) | 990 | 2,971 | — | 5,552 | 990 | 8,523 | 9,513 | (4,417 | ) | 1987 | ||||||||||||||||||||||||||||||
|
McNicol
|
Rehoboth | DE | (2,615 | ) | 562 | 1,710 | — | 168 | 562 | 1,878 | 2,440 | (715 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Sweetbriar
|
Rehoboth | DE | (2,933 | ) | 498 | 1,527 | — | 412 | 498 | 1,939 | 2,437 | (855 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Waterford
|
Bear | DE | (29,869 | ) | 5,250 | 16,202 | — | 1,281 | 5,250 | 17,483 | 22,733 | (4,917 | ) | 1996 | ||||||||||||||||||||||||||||||
|
Whispering Pines
|
Lewes | DE | (9,525 | ) | 1,536 | 4,609 | — | 1,253 | 1,536 | 5,862 | 7,398 | (3,864 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Barrington Hills
|
Hudson | FL | — | 1,145 | 3,437 | — | 417 | 1,145 | 3,854 | 4,999 | (772 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Bay Indies
|
Venice | FL | (38,504 | ) | 10,483 | 31,559 | 10 | 4,867 | 10,493 | 36,426 | 46,919 | (18,325 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Bay Lake Estates
|
Nokomis | FL | (4,299 | ) | 990 | 3,390 | — | 1,572 | 990 | 4,962 | 5,952 | (2,314 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Breezy Hill RV
|
Pompano Beach | FL | — | 5,424 | 16,555 | — | 1,144 | 5,424 | 17,699 | 23,123 | (4,238 | ) | 2002 | |||||||||||||||||||||||||||||||
|
Buccaneer
|
N. Ft. Myers | FL | (17,324 | ) | 4,207 | 14,410 | — | 2,418 | 4,207 | 16,828 | 21,035 | (8,253 | ) | 1994 | ||||||||||||||||||||||||||||||
S-4
Table of Contents
|
Schedule III
|
||||||||||||||||||||||||||||||||||||||||||||
|
Equity LifeStyle Properties, Inc. |
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
|
Costs Capitalized
|
||||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||||
|
Initial Cost to
|
Acquisition
|
at Close of
|
||||||||||||||||||||||||||||||||||||||||||
| Company | (Improvements) | Period 12/31/09 | ||||||||||||||||||||||||||||||||||||||||||
|
Depreciable
|
Depreciable
|
Depreciable
|
Accumulated
|
Date of
|
||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
Location | Encumbrances | Land | Property | Land | Property | Land | Property | Total | Depreciation | Acquisition | |||||||||||||||||||||||||||||||||
|
Bulow Village RV
|
Flagler Beach | FL | — | — | 228 | — | 632 | — | 860 | 860 | (174 | ) | 2001 | |||||||||||||||||||||||||||||||
|
Bulow Plantation
|
Flagler Beach | FL | — | 3,637 | 949 | — | 5,993 | 3,637 | 6,942 | 10,579 | (2,610 | ) | 1994 | |||||||||||||||||||||||||||||||
|
Carefree Cove
|
Fort Lauderdale | FL | (4,439 | ) | 1,741 | 5,170 | — | 496 | 1,741 | 5,666 | 7,407 | (1,046 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Carriage Cove
|
Daytona Beach | FL | (12,032 | ) | 2,914 | 8,682 | — | 1,093 | 2,914 | 9,775 | 12,689 | (3,982 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Clerbrook
|
Clermont | FL | (11,080 | ) | 3,883 | 11,700 | — | 619 | 3,883 | 12,319 | 16,202 | (1,577 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Coachwood
|
Leesburg | FL | (3,939 | ) | 1,602 | 4,822 | — | 178 | 1,602 | 5,000 | 6,602 | (988 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Coquina Crossing
|
Elkton | FL | — | 5,286 | 5,545 | (12 | ) | 16,656 | 5,274 | 22,201 | 27,475 | (5,087 | ) | 1999 | ||||||||||||||||||||||||||||||
|
Coral Cay
|
Margate | FL | (18,401 | ) | 5,890 | 20,211 | — | 7,022 | 5,890 | 27,233 | 33,123 | (12,480 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Country Place
|
New Port Richey | FL | (15,687 | ) | 663 | — | 18 | 7,282 | 681 | 7,282 | 7,963 | (4,160 | ) | 1986 | ||||||||||||||||||||||||||||||
|
Countryside
|
Vero Beach | FL | (16,139 | ) | 3,711 | 11,133 | — | 5,584 | 3,711 | 16,717 | 20,428 | (6,002 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Crystal Isles
|
Crystal River | FL | (2,630 | ) | 926 | 2,787 | — | 328 | 926 | 3,115 | 4,041 | (589 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Down Yonder
|
Largo | FL | (13,357 | ) | 2,652 | 7,981 | — | 236 | 2,652 | 8,217 | 10,869 | (2,039 | ) | 1998 | ||||||||||||||||||||||||||||||
|
East Bay Oaks
|
Largo | FL | (11,745 | ) | 1,240 | 3,322 | — | 925 | 1,240 | 4,247 | 5,487 | (3,317 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Eldorado Village
|
Largo | FL | (8,083 | ) | 778 | 2,341 | — | 765 | 778 | 3,106 | 3,884 | (2,397 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Fort Myers Beach Resort
|
Fort Myers Beach | FL | — | 1,188 | 3,548 | — | — | 1,188 | 3,548 | 4,736 | (823 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Glen Ellen
|
Clearwater | FL | — | 619 | 1,882 | — | 64 | 619 | 1,946 | 2,565 | (469 | ) | 2002 | |||||||||||||||||||||||||||||||
|
Grand Island
|
Grand Island | FL | — | 1,723 | 5,208 | 125 | 3,708 | 1,848 | 8,916 | 10,764 | (2,388 | ) | 2001 | |||||||||||||||||||||||||||||||
|
Gulf Air Resort
|
Fort Myers Beach | FL | — | 1,609 | 4,746 | — | — | 1,609 | 4,746 | 6,355 | (951 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Gulf View
|
Punta Gorda | FL | (1,421 | ) | 717 | 2,158 | — | 833 | 717 | 2,991 | 3,708 | (561 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Hacienda Village
|
New Port Richey | FL | — | 4,297 | 13,088 | — | 1,807 | 4,297 | 14,895 | 19,192 | (3,341 | ) | 2002 | |||||||||||||||||||||||||||||||
|
Harbor Lakes
|
Port Charlotte | FL | — | 3,384 | 10,154 | — | 328 | 3,384 | 10,482 | 13,866 | (2,064 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Harbor View
|
New Port Richey | FL | (7,270 | ) | 4,045 | 12,146 | (15 | ) | 98 | 4,030 | 12,244 | 16,274 | (3,022 | ) | 2002 | |||||||||||||||||||||||||||||
|
Heritage Plantation
|
Vero Beach | FL | (12,829 | ) | 2,403 | 7,259 | — | 1,859 | 2,403 | 9,118 | 11,521 | (4,378 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Highland Wood RV
|
Pompano Beach | FL | (2,086 | ) | 1,043 | 3,130 | (13 | ) | 125 | 1,030 | 3,255 | 4,285 | (797 | ) | 2002 | |||||||||||||||||||||||||||||
|
Hillcrest
|
Clearwater | FL | (7,566 | ) | 1,278 | 3,928 | — | 999 | 1,278 | 4,927 | 6,205 | (2,080 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Holiday Ranch
|
Clearwater | FL | (4,753 | ) | 925 | 2,866 | — | 292 | 925 | 3,158 | 4,083 | (1,296 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Holiday Village
|
Vero Beach | FL | — | 350 | 1,374 | — | 210 | 350 | 1,584 | 1,934 | (652 | ) | 1998 | |||||||||||||||||||||||||||||||
|
Holiday Village
|
Ormond Beach | FL | (10,138 | ) | 2,610 | 7,837 | — | 196 | 2,610 | 8,033 | 10,643 | (1,969 | ) | 2002 | ||||||||||||||||||||||||||||||
|
Indian Oaks
|
Rockledge | FL | (2,793 | ) | 1,089 | 3,376 | — | 881 | 1,089 | 4,257 | 5,346 | (1,778 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Island Vista
|
North Ft. Myers | FL | (14,800 | ) | 5,004 | 15,066 | — | 149 | 5,004 | 15,215 | 20,219 | (1,893 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Lake Fairways
|
N. Ft. Myers | FL | (29,393 | ) | 6,075 | 18,134 | 35 | 1,946 | 6,110 | 20,080 | 26,190 | (9,999 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Lake Haven
|
Dunedin | FL | (11,187 | ) | 1,135 | 4,047 | — | 2,936 | 1,135 | 6,983 | 8,118 | (4,527 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Lake Magic
|
Clermont | FL | — | 1,595 | 4,793 | — | 149 | 1,595 | 4,942 | 6,537 | (964 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Lakes at Countrywood
|
Plant City | FL | (9,046 | ) | 2,377 | 7,085 | — | 1,543 | 2,377 | 8,628 | 11,005 | (2,496 | ) | 2001 | ||||||||||||||||||||||||||||||
|
Lakewood Village
|
Melbourne | FL | (9,474 | ) | 1,862 | 5,627 | — | 1,481 | 1,862 | 7,108 | 8,970 | (3,487 | ) | 1994 | ||||||||||||||||||||||||||||||
S-5
Table of Contents
|
Schedule III
|
||||||||||||||||||||||||||||||||||||||||||||
|
Equity LifeStyle Properties, Inc. |
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
|
Costs Capitalized
|
||||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||||
|
Initial Cost to
|
Acquisition
|
at Close of
|
||||||||||||||||||||||||||||||||||||||||||
| Company | (Improvements) | Period 12/31/09 | ||||||||||||||||||||||||||||||||||||||||||
|
Depreciable
|
Depreciable
|
Depreciable
|
Accumulated
|
Date of
|
||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
Location | Encumbrances | Land | Property | Land | Property | Land | Property | Total | Depreciation | Acquisition | |||||||||||||||||||||||||||||||||
|
Lighthouse Pointe
|
Port Orange | FL | (13,863 | ) | 2,446 | 7,483 | 23 | 1,157 | 2,469 | 8,640 | 11,109 | (3,543 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Manatee
|
Bradenton | FL | — | 2,300 | 6,903 | — | 278 | 2,300 | 7,181 | 9,481 | (1,416 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Maralago Cay
|
Lantana | FL | (20,497 | ) | 5,325 | 15,420 | — | 4,783 | 5,325 | 20,203 | 25,528 | (7,783 | ) | 1997 | ||||||||||||||||||||||||||||||
|
Meadows at Countrywood
|
Plant City | FL | (17,020 | ) | 4,514 | 13,175 | — | 3,904 | 4,514 | 17,079 | 21,593 | (6,591 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Mid-Florida Lakes
|
Leesburg | FL | (21,543 | ) | 5,997 | 20,635 | — | 8,202 | 5,997 | 28,837 | 34,834 | (13,212 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Oak Bend
|
Ocala | FL | (5,570 | ) | 850 | 2,572 | — | 1,077 | 850 | 3,649 | 4,499 | (1,948 | ) | 1993 | ||||||||||||||||||||||||||||||
|
Oaks at Countrywood
|
Plant City | FL | — | 1,111 | 2,513 | (265 | ) | 4,309 | 846 | 6,822 | 7,668 | (1,867 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Orlando
|
Clermon | FL | — | 2,975 | 7,017 | 40 | 1,112 | 3,015 | 8,129 | 11,144 | (1,299 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Park City West
|
Fort Lauderdale | FL | (15,199 | ) | 4,184 | 12,561 | — | 464 | 4,184 | 13,025 | 17,209 | (2,533 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Pasco
|
Lutz | FL | — | 1,494 | 4,484 | — | 289 | 1,494 | 4,773 | 6,267 | (928 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Peace River
|
Wauchula | FL | — | 900 | 2,100 | — | 105 | 900 | 2,205 | 3,105 | (244 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Pickwick
|
Port Orange | FL | (7,568 | ) | 2,803 | 8,870 | — | 1,083 | 2,803 | 9,953 | 12,756 | (3,886 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Pine Lakes
|
N. Ft. Myers | FL | (37,800 | ) | 6,306 | 14,579 | 21 | 6,816 | 6,327 | 21,395 | 27,722 | (10,290 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Pioneer Village
|
N. Ft. Myers | FL | (9,635 | ) | 4,116 | 12,353 | — | 1,246 | 4,116 | 13,599 | 17,715 | (2,665 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Ramblers Rest
|
Venice | FL | (15,328 | ) | 4,646 | 14,201 | — | 1,955 | 4,646 | 16,156 | 20,802 | (1,917 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Royal Coachman
|
Nokomis | FL | — | 5,321 | 15,978 | — | 802 | 5,321 | 16,780 | 22,101 | (3,303 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Shangri La
|
Largo | FL | (4,179 | ) | 1,722 | 5,200 | — | 43 | 1,722 | 5,243 | 6,965 | (1,036 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Sherwood Forest
|
Kissimmee | FL | (30,738 | ) | 4,852 | 14,596 | — | 5,016 | 4,852 | 19,612 | 24,464 | (7,444 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Sherwood Forest RV
|
Kissimmee | FL | — | 2,870 | 3,621 | 568 | 1,997 | 3,438 | 5,618 | 9,056 | (2,227 | ) | 1998 | |||||||||||||||||||||||||||||||
|
Silk Oak
|
Clearwater | FL | — | 1,649 | 5,028 | — | 64 | 1,649 | 5,092 | 6,741 | (1,230 | ) | 2002 | |||||||||||||||||||||||||||||||
|
Silver Dollar
|
Odessa | FL | (8,498 | ) | 4,107 | 12,431 | — | 1,180 | 4,107 | 13,611 | 17,718 | (2,653 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Sixth Ave
|
Zephryhills | FL | (2,101 | ) | 837 | 2,518 | — | 21 | 837 | 2,539 | 3,376 | (519 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Southern Palms
|
Eustis | FL | — | 2,169 | 5,884 | — | 2,770 | 2,169 | 8,654 | 10,823 | (3,284 | ) | 1998 | |||||||||||||||||||||||||||||||
|
Southernaire
|
Mt. Dora | FL | (1,944 | ) | 796 | 2,395 | — | 63 | 796 | 2,458 | 3,254 | (488 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Sunshine Holiday
|
Ormond Beach | FL | — | 2,001 | 6,004 | — | 490 | 2,001 | 6,494 | 8,495 | (1,255 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Sunshine Holiday RV
|
Fort Lauderdale | FL | (7,903 | ) | 3,099 | 9,286 | — | 348 | 3,099 | 9,634 | 12,733 | (1,800 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Sunshine Key
|
Big Pine Key | FL | (15,337 | ) | 5,273 | 15,822 | — | 1,541 | 5,273 | 17,363 | 22,636 | (3,346 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Sunshine Travel
|
Vero Beach | FL | — | 1,603 | 4,813 | — | 154 | 1,603 | 4,967 | 6,570 | (973 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Terra Ceia
|
Palmetto | FL | (2,350 | ) | 965 | 2,905 | — | 81 | 965 | 2,986 | 3,951 | (595 | ) | 2004 | ||||||||||||||||||||||||||||||
|
The Heritage
|
N. Ft. Myers | FL | (12,381 | ) | 1,438 | 4,371 | 346 | 3,998 | 1,784 | 8,369 | 10,153 | (3,950 | ) | 1993 | ||||||||||||||||||||||||||||||
|
The Meadows
|
Palm Beach Gardens | FL | (5,684 | ) | 3,229 | 9,870 | — | 2,131 | 3,229 | 12,001 | 15,230 | (4,113 | ) | 1999 | ||||||||||||||||||||||||||||||
|
Three Flags RV Resort
|
Wildwood | FL | — | 228 | 684 | — | 19 | 228 | 703 | 931 | (93 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Toby’s
|
Arcadia | FL | — | 1,093 | 3,280 | — | 5 | 1,093 | 3,285 | 4,378 | (701 | ) | 2003 | |||||||||||||||||||||||||||||||
|
Topics
|
Spring Hill | FL | (2,078 | ) | 844 | 2,568 | — | 329 | 844 | 2,897 | 3,741 | (579 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Tropical Palms
|
Kissimmee | FL | — | 5,677 | 17,116 | — | 5,583 | 5,677 | 22,699 | 28,376 | (4,769 | ) | 2004 | |||||||||||||||||||||||||||||||
S-6
Table of Contents
|
Schedule III
|
||||||||||||||||||||||||||||||||||||||||||||
|
Equity LifeStyle Properties, Inc. |
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
|
Costs Capitalized
|
||||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||||
|
Initial Cost to
|
Acquisition
|
at Close of
|
||||||||||||||||||||||||||||||||||||||||||
| Company | (Improvements) | Period 12/31/09 | ||||||||||||||||||||||||||||||||||||||||||
|
Depreciable
|
Depreciable
|
Depreciable
|
Accumulated
|
Date of
|
||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
Location | Encumbrances | Land | Property | Land | Property | Land | Property | Total | Depreciation | Acquisition | |||||||||||||||||||||||||||||||||
|
Tropical Palms
|
Punta Gorda | FL | (7,346 | ) | 2,365 | 7,286 | — | 251 | 2,365 | 7,537 | 9,902 | (942 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Vacation Village
|
Largo | FL | — | 1,315 | 3,946 | — | 152 | 1,315 | 4,098 | 5,413 | (790 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Villas at Spanish Oaks
|
Ocala | FL | (12,600 | ) | 2,250 | 6,922 | — | 1,133 | 2,250 | 8,055 | 10,305 | (4,250 | ) | 1993 | ||||||||||||||||||||||||||||||
|
Windmill Manor
|
Bradenton | FL | (5,676 | ) | 2,153 | 6,125 | — | 1,453 | 2,153 | 7,578 | 9,731 | (2,892 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Windmill Village
|
N. Ft. Myers | FL | (16,689 | ) | 1,417 | 5,440 | — | 1,879 | 1,417 | 7,319 | 8,736 | (5,751 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Winds of St. Armands North
|
Sarasota | FL | (19,653 | ) | 1,523 | 5,063 | — | 2,807 | 1,523 | 7,870 | 9,393 | (5,436 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Winds of St. Armands South
|
Sarasota | FL | (12,647 | ) | 1,106 | 3,162 | — | 993 | 1,106 | 4,155 | 5,261 | (3,217 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Winter Garden
|
Winter Garden | FL | — | 2,321 | 6,962 | — | 77 | 2,321 | 7,039 | 9,360 | (612 | ) | 2007 | |||||||||||||||||||||||||||||||
|
Pine Island Resort
|
St. James City | FL | — | 1,678 | 5,044 | — | 88 | 1,678 | 5,132 | 6,810 | (412 | ) | 2007 | |||||||||||||||||||||||||||||||
|
Golf Vistas Estates
|
Monee | IL | (13,577 | ) | 2,843 | 4,719 | — | 6,513 | 2,843 | 11,232 | 14,075 | (4,108 | ) | 1997 | ||||||||||||||||||||||||||||||
|
O’Connell’s
|
Amboy | IL | (4,596 | ) | 1,648 | 4,974 | — | 393 | 1,648 | 5,367 | 7,015 | (1,186 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Pine Country
|
Belvidere | IL | — | 53 | 166 | — | 66 | 53 | 232 | 285 | (25 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Willow Lake Estates
|
Elgin | IL | (17,503 | ) | 6,138 | 21,033 | — | 5,200 | 6,138 | 26,233 | 32,371 | (12,508 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Indian Lakes
|
Batesville | IN | — | 450 | 1,061 | 6 | 528 | 456 | 1,589 | 2,045 | (212 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Horseshoe Lake
|
Clinton | IN | — | 155 | 365 | 2 | 136 | 157 | 501 | 658 | (68 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Lakeside
|
New Carlisle | IN | — | 426 | 1,281 | — | 50 | 426 | 1,331 | 1,757 | (275 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Oak Tree Village
|
Portage | IN | (9,552 | ) | — | — | 569 | 3,811 | 569 | 3,811 | 4,380 | (2,477 | ) | 1987 | ||||||||||||||||||||||||||||||
|
Twin Mills RV
|
Howe | IN | (2,480 | ) | 1,399 | 4,186 | — | 157 | 1,399 | 4,343 | 5,742 | (449 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Diamond Caverns Resort & Golf Club
|
Park City | KY | — | 530 | 1,512 | — | — | 530 | 1,512 | 2,042 | (198 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Gateway to Cape Cod
|
Rochester | MA | — | 91 | 288 | — | 72 | 91 | 360 | 451 | (36 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Old Chatham RV
|
South Dennis | MA | — | 1,760 | 5,293 | — | 19 | 1,760 | 5,312 | 7,072 | (782 | ) | 2005 | |||||||||||||||||||||||||||||||
|
Sturbridge
|
Sturbridge | MA | — | 110 | 347 | — | 177 | 110 | 524 | 634 | (50 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Moody Beach
|
Moody | ME | — | 93 | 292 | — | 105 | 93 | 397 | 490 | (39 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Pinehirst RV Park
|
Old Orchard Beach | ME | (5,655 | ) | 1,942 | 5,827 | — | 123 | 1,942 | 5,950 | 7,892 | (872 | ) | 2005 | ||||||||||||||||||||||||||||||
|
Mt. Desert Narrows
|
Bar Harbor | ME | — | 1,037 | 3,127 | — | 30 | 1,037 | 3,157 | 4,194 | (220 | ) | 2007 | |||||||||||||||||||||||||||||||
|
Narrows Too
|
Trenton | ME | — | 1,463 | 4,408 | — | 5 | 1,463 | 4,413 | 5,876 | (309 | ) | 2007 | |||||||||||||||||||||||||||||||
|
Patton Pond
|
Ellsworth | ME | — | 267 | 802 | — | 60 | 267 | 862 | 1,129 | (60 | ) | 2007 | |||||||||||||||||||||||||||||||
|
Bear Cave Resort
|
Buchanan | MI | — | 176 | 516 | — | — | 176 | 516 | 692 | (90 | ) | 2006 | |||||||||||||||||||||||||||||||
|
St Clair
|
St Clair | MI | — | 453 | 1,068 | 6 | 214 | 459 | 1,282 | 1,741 | (200 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Forest Lake
|
Advance | NC | — | 986 | 2,325 | 13 | 381 | 999 | 2,706 | 3,705 | (434 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Goose Creek
|
Newport | NC | (11,610 | ) | 4,612 | 13,848 | 750 | 1,312 | 5,362 | 15,160 | 20,522 | (2,931 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Green Mountain Park
|
Lenoir | NC | — | 1,037 | 3,075 | — | — | 1,037 | 3,075 | 4,112 | (381 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Lake Gaston
|
Littleton | NC | — | 130 | 409 | — | 51 | 130 | 460 | 590 | (50 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Lake Myers RV
|
Mocksville | NC | — | 1,504 | 4,587 | — | 13 | 1,504 | 4,600 | 6,104 | (503 | ) | 2006 | |||||||||||||||||||||||||||||||
S-7
Table of Contents
|
Schedule III
|
||||||||||||||||||||||||||||||||||||||||||||
|
Equity LifeStyle Properties, Inc. |
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
|
Costs Capitalized
|
||||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||||
|
Initial Cost to
|
Acquisition
|
at Close of
|
||||||||||||||||||||||||||||||||||||||||||
| Company | (Improvements) | Period 12/31/09 | ||||||||||||||||||||||||||||||||||||||||||
|
Depreciable
|
Depreciable
|
Depreciable
|
Accumulated
|
Date of
|
||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
Location | Encumbrances | Land | Property | Land | Property | Land | Property | Total | Depreciation | Acquisition | |||||||||||||||||||||||||||||||||
|
Scenic
|
Asheville | NC | (3,698 | ) | 1,183 | 3,511 | — | 6 | 1,183 | 3,517 | 4,700 | (442 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Twin Lakes
|
Chocowinity | NC | (3,518 | ) | 1,719 | 3,361 | (10 | ) | 228 | 1,709 | 3,589 | 5,298 | (702 | ) | 2004 | |||||||||||||||||||||||||||||
|
Waterway RV
|
Cedar Point | NC | (5,786 | ) | 2,392 | 7,185 | — | 88 | 2,392 | 7,273 | 9,665 | (1,441 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Sandy Beach RV
|
Contoocook | NH | (5,025 | ) | 1,755 | 5,265 | — | 71 | 1,755 | 5,336 | 7,091 | (789 | ) | 2005 | ||||||||||||||||||||||||||||||
|
Tuxbury Resort
|
South Hampton | NH | (586 | ) | 3,557 | 3,910 | — | 126 | 3,557 | 4,036 | 7,593 | (299 | ) | 2007 | ||||||||||||||||||||||||||||||
|
Chestnut Lake
|
Port Republic | NJ | — | 337 | 796 | 4 | 54 | 342 | 849 | 1,191 | (144 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Lake & Shore
|
Ocean View | NJ | — | 397 | 1,192 | (19 | ) | 403 | 378 | 1,595 | 1,973 | (158 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Sea Pines
|
Swainton | NJ | — | 208 | 625 | (10 | ) | 76 | 198 | 701 | 899 | (74 | ) | 2006 | ||||||||||||||||||||||||||||||
|
Bonanza
|
Las Vegas | NV | (8,936 | ) | 908 | 2,643 | — | 1,560 | 908 | 4,203 | 5,111 | (2,976 | ) | 1983 | ||||||||||||||||||||||||||||||
|
Boulder Cascade
|
Las Vegas | NV | (8,262 | ) | 2,995 | 9,020 | — | 2,292 | 2,995 | 11,312 | 14,307 | (4,267 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Cabana
|
Las Vegas | NV | (7,613 | ) | 2,648 | 7,989 | — | 525 | 2,648 | 8,514 | 11,162 | (4,375 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Flamingo West
|
Las Vegas | NV | (14,186 | ) | 1,730 | 5,266 | — | 1,439 | 1,730 | 6,705 | 8,435 | (3,295 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Las Vegas
|
Las Vegas | NV | — | 1,049 | 2,473 | 14 | 221 | 1,063 | 2,694 | 3,757 | (442 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Villa Borega
|
Las Vegas | NV | (9,967 | ) | 2,896 | 8,774 | — | 1,011 | 2,896 | 9,785 | 12,681 | (3,972 | ) | 1997 | ||||||||||||||||||||||||||||||
|
Alpine Lake
|
Corinth | NY | (13,772 | ) | 4,783 | 14,125 | 153 | 177 | 4,936 | 14,302 | 19,238 | (2,122 | ) | 2005 | ||||||||||||||||||||||||||||||
|
Brennan Beach
|
Pulaski | NY | (20,357 | ) | 7,325 | 21,141 | 0 | 1,311 | 7,325 | 22,452 | 29,777 | (3,270 | ) | 2005 | ||||||||||||||||||||||||||||||
|
Greenwood Village
|
Manorville | NY | (25,413 | ) | 3,667 | 9,414 | 484 | 4,273 | 4,151 | 13,687 | 17,838 | (4,954 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Lake George Escape
|
Lake George | NY | — | 3,562 | 10,708 | — | 420 | 3,562 | 11,128 | 14,690 | (1,728 | ) | 2005 | |||||||||||||||||||||||||||||||
|
Lake George Schroon Valley
|
Warrensburg | NY | — | 540 | 1,626 | — | 2 | 540 | 1,628 | 2,168 | (104 | ) | 2008 | |||||||||||||||||||||||||||||||
|
Rondout Valley Resort
|
Accord | NY | — | 1,115 | 3,240 | — | — | 1,115 | 3,240 | 4,355 | (404 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Kenisee Lake
|
Jefferson | OH | — | 295 | 696 | 4 | 56 | 299 | 751 | 1,050 | (124 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Wilmington
|
Wilmington | OH | — | 235 | 555 | 3 | 59 | 238 | 614 | 852 | (101 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Bend
|
Bend | OR | — | 733 | 1,729 | 10 | 224 | 743 | 1,953 | 2,696 | (314 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Falcon Wood Village
|
Eugene | OR | (5,018 | ) | 1,112 | 3,426 | — | 448 | 1,112 | 3,874 | 4,986 | (1,571 | ) | 1997 | ||||||||||||||||||||||||||||||
|
Mt. Hood
|
Welches | OR | — | 1,817 | 5,733 | — | 83 | 1,817 | 5,816 | 7,633 | (1,550 | ) | 2002 | |||||||||||||||||||||||||||||||
|
Pacific City
|
Cloverdale | OR | — | 1,076 | 2,539 | 14 | 659 | 1,091 | 3,198 | 4,289 | (498 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Quail Hollow
|
Fairview | OR | — | — | 3,249 | — | 415 | — | 3,664 | 3,664 | (1,501 | ) | 1997 | |||||||||||||||||||||||||||||||
|
Seaside
|
Seaside | OR | — | 891 | 2,101 | 12 | 353 | 903 | 2,454 | 3,357 | (389 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Shadowbrook
|
Clackamas | OR | (6,098 | ) | 1,197 | 3,693 | — | 366 | 1,197 | 4,059 | 5,256 | (1,714 | ) | 1997 | ||||||||||||||||||||||||||||||
|
South Jetty
|
Florence | OR | — | 678 | 1,598 | 9 | 65 | 687 | 1,663 | 2,350 | (280 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Whalers Rest
|
South Beach | OR | — | 754 | 1,777 | 10 | 373 | 764 | 2,150 | 2,914 | (332 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Appalachian
|
Shartlesville | PA | — | 1,666 | 5,044 | — | 338 | 1,666 | 5,382 | 7,048 | (534 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Circle M
|
Lancaster | PA | — | 347 | 1,041 | — | 174 | 330 | 1,215 | 1,545 | (124 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Dutch County
|
Manheim | PA | — | 93 | 278 | — | 48 | 88 | 326 | 414 | (35 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Gettysburg Farm
|
Dover | PA | — | 117 | 350 | — | 35 | 111 | 385 | 496 | (41 | ) | 2006 | |||||||||||||||||||||||||||||||
S-8
Table of Contents
|
Schedule III
|
||||||||||||||||||||||||||||||||||||||||||||
|
Equity LifeStyle Properties, Inc. |
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
|
Costs Capitalized
|
||||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||||
|
Initial Cost to
|
Acquisition
|
at Close of
|
||||||||||||||||||||||||||||||||||||||||||
| Company | (Improvements) | Period 12/31/09 | ||||||||||||||||||||||||||||||||||||||||||
|
Depreciable
|
Depreciable
|
Depreciable
|
Accumulated
|
Date of
|
||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
Location | Encumbrances | Land | Property | Land | Property | Land | Property | Total | Depreciation | Acquisition | |||||||||||||||||||||||||||||||||
|
Green Acres
|
Breinigsville | PA | (29,747 | ) | 2,680 | 7,479 | — | 3,834 | 2,680 | 11,313 | 13,993 | (7,001 | ) | 1988 | ||||||||||||||||||||||||||||||
|
Hershey
|
Lebanon | PA | — | 1,284 | 3,028 | 17 | 528 | 1,301 | 3,556 | 4,857 | (585 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Robin Hill
|
Lenhartsville | PA | — | 1,263 | 3,786 | — | — | 1,263 | 3,786 | 5,049 | (116 | ) | 2009 | |||||||||||||||||||||||||||||||
|
Scotrun
|
Scotrun | PA | — | 161 | 483 | — | 39 | 153 | 522 | 675 | (58 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Spring Gulch
|
New Holland | PA | (4,405 | ) | 1,593 | 4,795 | — | 119 | 1,593 | 4,914 | 6,507 | (999 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Sun Valley
|
Bowmansville | PA | — | 866 | 2,601 | — | 24 | 866 | 2,625 | 3,491 | (80 | ) | 2009 | |||||||||||||||||||||||||||||||
|
Timothy Lake North
|
East Stroudsburg | PA | — | 311 | 933 | — | 111 | 296 | 1,044 | 1,340 | (158 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Timothy Lake South
|
East Stroudsburg | PA | — | 216 | 649 | — | 5 | 206 | 654 | 860 | (70 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Carolina Landing
|
Fair Play | SC | — | 457 | 1,078 | 6 | 128 | 463 | 1,206 | 1,669 | (194 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Inlet Oaks
|
Murrells Inlet | SC | (4,775 | ) | 1,546 | 4,642 | — | 37 | 1,546 | 4,679 | 6,225 | (584 | ) | 2006 | ||||||||||||||||||||||||||||||
|
The Oaks at Point South
|
Yemassee | SC | — | 267 | 810 | — | — | 267 | 810 | 1,077 | (107 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Natchez Trace
|
Hohenwald | TN | — | 533 | 1,257 | 7 | 160 | 540 | 1,417 | 1,957 | (220 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Cherokee Landing
|
Middleton | TN | — | 118 | 279 | 2 | 10 | 120 | 289 | 409 | (50 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Bay Landing
|
Bridgeport | TX | — | 438 | 1,033 | 6 | 40 | 444 | 1,074 | 1,518 | (181 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Colorado River
|
Columbus | TX | — | 466 | 1,099 | 6 | 67 | 472 | 1,165 | 1,637 | (197 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Country Sunshine
|
Weslaco | TX | — | 627 | 1,881 | — | 753 | 627 | 2,634 | 3,261 | (487 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Fun n Sun RV
|
San Benito | TX | — | 2,533 | — | 412 | 10,970 | 2,945 | 10,970 | 13,915 | (4,270 | ) | 1998 | |||||||||||||||||||||||||||||||
|
Lake Conroe
|
Willis | TX | — | 1,363 | 3,214 | 18 | 1,152 | 1,381 | 4,366 | 5,747 | (649 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Lake Tawakoni
|
Point | TX | — | 691 | 1,629 | 9 | 98 | 700 | 1,728 | 2,428 | (273 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Lake Texoma
|
Gordonville | TX | — | 488 | 1,151 | 6 | 443 | 494 | 1,594 | 2,088 | (239 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Lake Whitney
|
Whitney | TX | — | 679 | 1,602 | 9 | 221 | 688 | 1,823 | 2,511 | (294 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Lakewood
|
Harlingen | TX | — | 325 | 979 | — | 98 | 325 | 1,077 | 1,402 | (232 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Medina Lake
|
Lakehills | TX | — | 936 | 2,208 | 12 | 644 | 949 | 2,852 | 3,801 | (442 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Paradise Park RV
|
Harlingen | TX | — | 1,568 | 4,705 | — | 228 | 1,568 | 4,933 | 6,501 | (967 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Paradise South
|
Mercedes | TX | — | 448 | 1,345 | — | 207 | 448 | 1,552 | 2,000 | (293 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Southern Comfort
|
Weslaco | TX | — | 1,108 | 3,323 | — | 187 | 1,108 | 3,510 | 4,618 | (684 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Sunshine RV
|
Harlingen | TX | — | 1,494 | 4,484 | — | 798 | 1,494 | 5,282 | 6,776 | (921 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Tropic Winds
|
Harlingen | TX | — | 1,221 | 3,809 | — | 267 | 1,221 | 4,076 | 5,297 | (1,077 | ) | 2002 | |||||||||||||||||||||||||||||||
|
All Seasons
|
Salt Lake City | UT | (3,368 | ) | 510 | 1,623 | — | 344 | 510 | 1,967 | 2,477 | (835 | ) | 1997 | ||||||||||||||||||||||||||||||
|
Westwood Village
|
Farr West | UT | (10,794 | ) | 1,346 | 4,179 | — | 1,571 | 1,346 | 5,750 | 7,096 | (2,402 | ) | 1997 | ||||||||||||||||||||||||||||||
|
Chesapeake Bay
|
Cloucester | VA | — | 1,230 | 2,900 | 16 | 444 | 1,246 | 3,345 | 4,591 | (538 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Harbor View
|
Colonial Beach | VA | — | 67 | 202 | — | 295 | 64 | 497 | 561 | (48 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Lynchburg
|
Gladys | VA | — | 266 | 627 | 4 | 81 | 269 | 708 | 977 | (113 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Meadows of Chantilly
|
Chantilly | VA | (33,857 | ) | 5,430 | 16,440 | — | 5,846 | 5,430 | 22,286 | 27,716 | (10,596 | ) | 1994 | ||||||||||||||||||||||||||||||
|
Virginia Landing
|
Quinby | VA | — | 602 | 1,419 | 8 | 93 | 610 | 1,512 | 2,122 | (254 | ) | 2004 | |||||||||||||||||||||||||||||||
S-9
Table of Contents
|
Schedule III
|
||||||||||||||||||||||||||||||||||||||||||||
|
Equity LifeStyle Properties, Inc. |
||||||||||||||||||||||||||||||||||||||||||||
|
Real Estate and Accumulated Depreciation
|
||||||||||||||||||||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||||||||||
|
(Amounts in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
|
Costs Capitalized
|
||||||||||||||||||||||||||||||||||||||||||||
|
Subsequent to
|
Gross Amount Carried
|
|||||||||||||||||||||||||||||||||||||||||||
|
Initial Cost to
|
Acquisition
|
at Close of
|
||||||||||||||||||||||||||||||||||||||||||
| Company | (Improvements) | Period 12/31/09 | ||||||||||||||||||||||||||||||||||||||||||
|
Depreciable
|
Depreciable
|
Depreciable
|
Accumulated
|
Date of
|
||||||||||||||||||||||||||||||||||||||||
|
Real Estate
|
Location | Encumbrances | Land | Property | Land | Property | Land | Property | Total | Depreciation | Acquisition | |||||||||||||||||||||||||||||||||
|
Williamsburg
|
Williamsburg | VA | — | 117 | 350 | — | 34 | 111 | 384 | 495 | (43 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Birch Bay
|
Blaine | WA | — | 502 | 1,185 | 7 | 28 | 509 | 1,213 | 1,722 | (208 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Cascade
|
Snoqualmie | WA | — | 822 | 1,939 | 11 | 253 | 833 | 2,192 | 3,025 | (354 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Chehalis
|
Chehalis | WA | — | 590 | 1,392 | 8 | 194 | 598 | 1,585 | 2,183 | (255 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Crescent Bar
|
Quincy | WA | — | 314 | 741 | 4 | 32 | 318 | 772 | 1,090 | (121 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Grandy Creek
|
Concrete | WA | — | — | — | 475 | 1,456 | 475 | 1,456 | 1,931 | (93 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Kloshe Illahee
|
Federal Way | WA | (17,383 | ) | 2,408 | 7,286 | — | 493 | 2,408 | 7,779 | 10,187 | (3,195 | ) | 1997 | ||||||||||||||||||||||||||||||
|
La Conner
|
La Conner | WA | — | 600 | 1,416 | 8 | 438 | 608 | 1,854 | 2,462 | (282 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Leavenworth
|
Leavenworth | WA | — | 786 | 1,853 | 10 | 302 | 796 | 2,156 | 2,952 | (338 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Little Diamond
|
Newport | WA | — | 353 | 834 | 5 | 70 | 358 | 904 | 1,262 | (146 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Long Beach
|
Seaview | WA | — | 321 | 758 | 4 | 111 | 326 | 869 | 1,195 | (136 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Mount Vernon
|
Bow | WA | — | 621 | 1,464 | 8 | 430 | 629 | 1,894 | 2,523 | (290 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Oceana
|
Oceana City | WA | — | 283 | 668 | 4 | 32 | 287 | 701 | 988 | (115 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Paradise
|
Silver Creek | WA | — | 466 | 1,099 | 6 | 128 | 472 | 1,226 | 1,699 | (199 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Thunderbird
|
Monroe | WA | — | 500 | 1,178 | 7 | 99 | 506 | 1,277 | 1,783 | (210 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Arrowhead
|
Wisconsin Dells | WI | — | 522 | 1,616 | — | 7 | 522 | 1,623 | 2,145 | (189 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Fremont
|
Fremont | WI | (4,012 | ) | 1,437 | 4,296 | — | 244 | 1,437 | 4,540 | 5,976 | (803 | ) | 2004 | ||||||||||||||||||||||||||||||
|
Plymouth Rock
|
Elkhart Lake | WI | (6,524 | ) | 2,293 | 6,879 | — | — | 2,293 | 6,879 | 9,172 | (214 | ) | 2009 | ||||||||||||||||||||||||||||||
|
Tranquil Timbers
|
Sturgeon Bay | WI | — | 714 | 2,152 | — | 75 | 714 | 2,227 | 2,941 | (269 | ) | 2006 | |||||||||||||||||||||||||||||||
|
Yukon Trails
|
Lyndon Station | WI | — | 556 | 1,629 | — | 112 | 556 | 1,741 | 2,297 | (314 | ) | 2004 | |||||||||||||||||||||||||||||||
|
Subtotal of Properties Held for Long Term
|
(1,542,791 | ) | 537,852 | 1,564,224 | 5,828 | 331,993 | 543,613 | 1,896,661 | 2,440,274 | (610,200 | ) | |||||||||||||||||||||||||||||||||
|
Properties Held for Sale
|
||||||||||||||||||||||||||||||||||||||||||||
|
Creekside
|
Wyoming | MI | (3,628 | ) | 1,109 | 3,444 | — | — | 1,109 | 3,444 | 4,553 | (929 | ) | 1998 | ||||||||||||||||||||||||||||||
|
Subtotal of Properties Held for Sale
|
(3,628 | ) | 1,109 | 3,444 | — | (202 | ) | 1,109 | 3,444 | 4,553 | (929 | ) | ||||||||||||||||||||||||||||||||
|
Realty Systems, Inc.
|
(1,482 | ) | — | — | — | 77,815 | — | 77,815 | 77,815 | (6,344 | ) | 2002 | ||||||||||||||||||||||||||||||||
|
Management Business and other
|
(1 | ) | (67 | ) | 436 | 3 | 15,783 | — | 15,568 | 15,572 | (12,291 | ) | 1990 | |||||||||||||||||||||||||||||||
| (1,547,901 | ) | 538,894 | 1,568,104 | 5,828 | 425,389 | 544,722 | 1,993,493 | 2,538,215 | (629,768 | ) | ||||||||||||||||||||||||||||||||||
NOTES:
| (1) | For depreciable property, the Company uses a 30-year estimated life for buildings acquired and structural and land improvements, a ten-to-fifteen year estimated life for building upgrades and a three-to-seven year estimated life for furniture and fixtures. |
S-10
Table of Contents
| (2) | The schedule excludes Properties in which the Company has a non-controlling joint venture interest and accounts for using the equity method of accounting. | |
| (3) | The balance of furniture and fixtures included in the total amounts was approximately $42.8 million as of December 31, 2009. | |
| (4) | The aggregate cost of land and depreciable property for federal income tax purposes was approximately $2.5 billion, as of December 31, 2009. | |
| (5) | All Properties were acquired, except for Country Place Village, which was constructed. | |
| (6) | Creekside was held for sale as of December 31, 2009, pursuant to FASB ASC 360-10-35. |
S-11
Table of Contents
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2009
(amounts in thousands)
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2009
(amounts in thousands)
The changes in total real estate for the years ended
December 31, 2009, 2008, and 2007 were as follows:
| 2009 | 2008 | 2007 | ||||||||||
|
Balance, beginning of year
|
$ | 2,491,021 | $ | 2,396,115 | $ | 2,337,460 | ||||||
|
Acquisitions
|
18,116 | 10,393 | 45,646 | |||||||||
|
Improvements
|
30,876 | 26,716 | 29,384 | |||||||||
|
Dispositions and other
|
(8,525 | ) | — | (16,375 | ) | |||||||
|
Inventory reclassification
|
6,727 | 57,797 | — | |||||||||
|
Balance, end of year
|
$ | 2,538,215 | $ | 2,491,021 | $ | 2,396,115 | ||||||
The changes in accumulated depreciation for the years ended
December 31, 2009, 2008, and 2007 were as follows:
| 2009(a) | 2008(b) | 2007 | ||||||||||
|
Balance, beginning of year
|
$ | 561,104 | $ | 494,211 | $ | 435,809 | ||||||
|
Depreciation expense
|
72,419 | 66,893 | 63,991 | |||||||||
|
Dispositions and other
|
(3,755 | ) | — | (5,589 | ) | |||||||
|
Balance, end of year
|
$ | 629,768 | $ | 561,104 | $ | 494,211 | ||||||
| (a) | Includes approximately $2.4 million of depreciation from rental operations included in Ancillary services revenues, net. |
| (b) | Depreciation expense excludes approximately $0.8 million of unamortized lease costs expenses related to the termination of the Privileged Access lease and includes approximately $1.2 million of depreciation from rental operations included in Ancillary services revenues, net. |
S-12
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission Of Matters To A Vote Of Security HoldersPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10 and 11. Directors, Executive Officers and Corporate Governance, and Executive CompensationItem 10 and 11Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersPart IVItem 15. Exhibits and Financial Statements SchedulesNote 1 Organization Of The Company and Basis Of PresentationNote 1 Organization Of The Company and Basis Of Presentation (continued)Note 2 Summary Of Significant Accounting PoliciesNote 2 Summary Of Significant Accounting Policies (continued)Note 3 Earnings Per Common ShareNote 3 Earnings Per Common Share (continued)Note 4 Common Stock and Other Equity Related TransactionsNote 4 Common Stock and Other Equity Related Transactions (continued)Note 5 Investment in Real EstateNote 5 Investment in Real Estate (continued)Note 6 Investment in Joint VenturesNote 6 Investment in Joint Ventures (continued)Note 7 InventoryNote 7 Inventory (continued)Note 8 Notes ReceivableNote 9 Long-term BorrowingsNote 9 Long-term Borrowings (continued)Note 10 Deferred Revenue-sale Of Right-to-use Contracts and Deferred Commission ExpenseNote 11 Lease AgreementsNote 12 Ground LeasesNote 12 Ground Leases (continued)Note 13 Transactions with Related PartiesNote 13 Transactions with Related Parties (continued)Note 14 Stock Option Plan and Stock GrantsNote 14 Stock Option Plan and Stock Grants (continued)Note 15 Preferred StockNote 16 Long-term Cash Incentive PlanNote 16 Long-term Cash Incentive Plan (continued)Note 17 Savings PlanNote 18 Commitments and ContingenciesNote 18 Commitments and Contingencies (continued)Note 19 Quarterly Financial Data (unaudited)Note 19 Quarterly Financial Data (unaudited) (continued)