SUI 10-K Fiscal year ended Dec. 31, 2022

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Business

Sun Communities, Inc., a Maryland corporation, and all wholly-owned or majority-owned and controlled subsidiaries, including Sun Communities Operating Limited Partnership, a Michigan limited partnership (the "Operating Partnership"), Sun Home Services, Inc., a Michigan corporation ("SHS"), Safe Harbor Marinas, LLC, a Delaware limited liability company ("Safe Harbor") and Sun UK Holding LLC (together with its subsidiaries, "Park Holidays") are referred to herein as the "Company," "SUI," "us," "we," and "our."

We are a fully integrated, self-administered and self-managed REIT. As of December 31, 2022, we owned and operated or held an interest in a portfolio of 669 MH and RV communities and marinas (collectively, the "properties") located in the U.S., the UK, and Canada, including 353 MH communities, 182 RV communities, and 134 marinas. As of December 31, 2022, the properties contained an aggregate of 227,541 developed sites comprised of 118,204 developed MH sites, 30,333 annual RV sites (inclusive of both annual and seasonal usage rights), 31,181 transient RV sites, and 47,823 Marina wet slips and dry storage spaces.

Principles of Consolidation

We consolidate our majority-owned subsidiaries in which we have the ability to control the operations of our subsidiaries and all variable interest entities with respect to which we are the primary beneficiary. We also consolidate entities in which we have a direct or indirect controlling or voting interest. All significant intercompany transactions have been eliminated in consolidation. Any subsidiaries in which we have an ownership percentage equal to or greater than 50%, but less than 100%, or are considered to be a consolidated VIE, represent subsidiaries with a non-controlling interest. The non-controlling interests in our subsidiaries are allocated their proportionate share of the subsidiaries' financial results.

Certain prior period amounts have been reclassified on our Consolidated Financial Statements to conform with current year presentation, with no effect on net income. These include reclassification of certain revenues and expenses between Real property and Service, retail, dining and entertainment within our Marina segment. There was no impact to prior period net income, shareholders equity or cash flows for any of the reclassifications. Further, the reclassification had no impact on previously reported total marina net operating income ("NOI").

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions related to the reported amounts included in our Consolidated Financial Statements and accompanying footnotes thereto. Actual results could differ from those estimates.

Segment Information

FASB Accounting Standards Codification ("ASC") Topic 280, " Segment Reporting ," establishes standards for the way that business enterprises report information about operating segments in their financial statements. In accordance with ASC 280, management has determined that we have three operating segments: (i) Manufactured home ("MH") communities, (ii) Recreational vehicle ("RV") communities and (iii) Marinas.

The MH segment owns, operates, develops or has an interest in, a portfolio of MH communities, throughout the U.S. and the UK, and is in the business of acquiring, operating and developing ground up MH communities to provide affordable housing solutions to residents. The MH segment also provides manufactured home sales and leasing services to tenants and prospective tenants of our communities.

The RV segment owns, operates, develops or has an interest in, a portfolio of RV communities and is in the business of acquiring, operating and developing ground-up RV communities in the U.S., the UK, and Canada. It also provides leasing services for vacation rentals within the RV communities.

The Marina segment owns, operates and develops marinas, and is in the business of acquiring and operating marinas in the U.S., with the majority of such marinas concentrated in coastal regions, and others located in various inland regions.

We evaluate segment operating performance based on NOI. Refer to Note 11, "Segment Reporting," for additional information.

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Investment Property

Investment property is recorded at cost, less accumulated depreciation.

Impairment of long-lived assets - we review the carrying value of long-lived assets to be held and used for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. Future events could occur which would cause us to conclude that impairment indicators exist, and significant adverse changes in national, regional, or local market conditions or trends may cause us to change the estimates and assumptions used in our impairment analysis. The results of an impairment analysis could be material to our financial statements. Our primary indicator for potential impairment is based on NOI trends period over period. Circumstances that may prompt a test of recoverability may include a significant decrease in the anticipated market price, an adverse change to the extent or manner in which an asset may be used or in its physical condition or other events that may significantly change the value of the long-lived asset. An impairment loss is recognized when a long-lived asset's carrying value is not recoverable and exceeds estimated fair value.

We estimate the fair value of our long-lived assets based on discounted future cash flows and any potential disposition proceeds for a given asset. Forecasting cash flows requires management to make estimates and assumptions about such variables as the estimated holding period, rental rates, occupancy, development and operating expenses during the holding period, as well as disposition proceeds. Management uses its best judgment when developing these estimates and assumptions, but the development of the projected future cash flows is based on subjective variables.

Real estate held for sale - we periodically classify real estate as "held for sale." An asset is classified as held for sale after an active program to sell an asset has commenced and when the sale is probable. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. There were no real estate assets held for sale as of December 31, 2022. Within Other assets, net on the Consolidated Balance Sheets, was $ 0.7 million of real estate held for sale at one property, as of December 31, 2021.

Acquisitions - we evaluate acquisitions pursuant to ASC 805, " Business Combinations ," to determine whether the acquisition should be classified as either an asset acquisition or a business combination.

Acquisitions for which substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or a group of similar identifiable assets are accounted for as an asset acquisition. The majority of our property acquisitions are accounted for as asset acquisitions. For asset acquisitions, we allocate the purchase price of these properties on a relative fair value basis and capitalize direct acquisition related costs as part of the purchase price. Acquisition costs that do not meet the criteria to be capitalized are expensed as incurred and presented as General and administrative costs in our Consolidated Statements of Operations.

Acquisitions that meet the definition of a business combination are recorded at fair value using a fair value model under which the assets and liabilities are generally recognized at their fair values and the difference between the consideration transferred, excluding transaction costs, and the fair values of the assets and liabilities is recognized as goodwill. For acquisitions that meet the definition of a business combination, we allocate the purchase price of those properties on a fair value basis and expense the acquisition related transaction costs as incurred. Transaction costs are presented as Business combinations in our Consolidated Statements of Operations.

For asset acquisitions and business combinations, we allocate the purchase price 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 an independent third-party to value the net tangible and identified intangible assets in connection with the acquisition of the respective property. We provide historical and pro forma financial information obtained about each property, as well as any other information needed in order for the third-party to ascertain the fair value of the tangible and intangible assets acquired.

Capitalized Costs

We capitalize certain costs incurred in connection with the development, redevelopment, capital enhancement and leasing of our properties. Management is required to use professional judgment in determining whether such costs meet the criteria for capitalization or immediate expense. The amounts are dependent on the volume and timing of such activities, and the costs associated with such activities:

Maintenance, repairs and minor improvements to properties are expensed when incurred.

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Renovations and improvements to our properties are capitalized and depreciated over their estimated useful lives and real estate project costs related to the development of new community or expansion sites are capitalized until the property is substantially complete and available for occupancy. Costs incurred to initially renovate pre-owned and repossessed homes that we acquire for our Rental Program are capitalized, and the majority of costs incurred to refurbish the homes at turnover and repair the homes while occupied, are expensed unless they extend the life of the home. Renovations and improvements to marinas are capitalized and depreciated over their estimated useful lives. Improvements made to docks, buildings, systems, equipment, shorelines and site improvements are capitalized until the project is substantially complete and available for use.

Certain expenditures to dealers and residents related to obtaining lessees in our communities are capitalized and amortized based on the anticipated term of occupancy of a resident.

Costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the related software (typically three to five years).

Costs associated with purchases of furniture, fixtures and equipment, major replacements and improvements are capitalized and subsequently depreciated over their respective underlying assets estimated useful lives.

Costs incurred to obtain new debt financing (i.e. deferred financing costs) are capitalized and amortized over the terms of the underlying loan agreement using the effective interest method for senior unsecured notes and the straight-line method (which approximates the effective interest method) for other financing. Deferred financing costs include fees and costs incurred to obtain long-term financing. Unamortized deferred financing costs are written off when debt is retired before the maturity date. Upon amendment of the line of credit or refinancing of mortgage debt, unamortized deferred financing costs and any related discounts or premiums are accounted for in accordance with ASC 470-50-40, " Modifications and Extinguishments ." Deferred financing costs, discounts and premiums as included in our Consolidated Balance Sheets are as follows (in millions):

						Financial Statement Classification						Year ended
Description												December 31, 2022						December 31, 2021
Secured debt - premium						Secured debt						$	0.1					$	1.7
Secured debt - deferred financing cost						Secured debt						( 14.6 )						( 14.7 )
Senior unsecured note - discount						Unsecured debt						( 6.1 )						( 3.3 )
Senior unsecured note - deferred financing cost						Unsecured debt						( 14.3 )						( 10.3 )
Lines of credit - deferred financing costs						Lines of credit and other debts						( 3.0 )						—
Total Deferred financing costs, discounts and premium included in Debt												$	( 37.9 )					$	( 26.6 )
Lines of credit - deferred financing costs						Other assets, net						13.1						6.4
Total Deferred financing costs, discounts and premium												$	( 51.0 )					$	( 33.0 )

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less from the date of purchase to be cash and cash equivalents. At December 31, 2022 and 2021, $ 72.8 million and $ 65.8 million of cash and cash equivalents, respectively, was included as a component of Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets. The maximum amount of credit risk arising from cash deposits in excess of federally insured amounts was approximately $ 86.8 million and $ 58.9 million as of December 31, 2022 and 2021, respectively. The maximum amount of credit risk arising from Park Holidays' cash deposits in excess of insured amounts through the Financial Services Compensation Scheme ("FSCS") was approximately £ 7.7 million ($ 9.3 million) as of December 31, 2022.

Restricted Cash

Restricted cash consists primarily of utility deposits and amounts held in deposit for tax, insurance and repair escrows held by lenders in accordance with certain debt agreements. At December 31, 2022 and 2021, $ 17.6 million and $ 12.4 million of restricted cash, respectively, was included as a component of Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets. Changes in the restricted cash are reported in our Consolidated Statements of Cash Flows as operating, investing or financing activities based on the nature of the underlying activity. Restricted cash and restricted cash equivalents are included with cash and cash equivalents in the reconciliation of the beginning of period and the end of period cash balance on the Consolidated Statements of Cash Flows.

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Marketable Securities

Marketable securities are recorded at fair value with changes in fair value recorded in Gain / (loss) on remeasurement of marketable securities on the Consolidated Statement of Operations. The values of marketable securities as of December 31, 2022 and 2021 were $ 127.3 million and $ 186.9 million, respectively, and are disclosed on the Consolidated Balance Sheets.

Inventory

Inventory of manufactured homes is stated at lower of specific cost or net realizable value based on the specific identification method and the balance is separately disclosed on our Consolidated Balance Sheets. Other inventory at our MH and RV properties consists primarily of service and merchandise related items, grocery, food and beverage products and are stated at the lower of cost or net realizable value. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized. Inventory at our marinas consists primarily of boats for sale at certain marinas, boat parts used in our service centers and retail related items such as merchandise used in our ship stores, gasoline and diesel fuel, and food and beverage products. Inventories at our marinas are stated at the lower of cost or net realizable value with cost determined using the weighted-average method. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized. The other inventory balance is included in Other assets, net on our Consolidated Balance Sheet.

Investments in Nonconsolidated Affiliates

We apply the equity method of accounting to entities in which we do not have a direct or indirect controlling interest or for variable interest entities where we are not considered the primary beneficiary but can exercise influence over the entity with respect to its operations and major decisions. Under the equity method of accounting, the cost of an investment is adjusted for our share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. 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. The cost method is applied when (a) the investment is minimal (typically less than 5.0 %) and (b) our investment is passive. Our exposure to losses associated with nonconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings. We review the carrying value of our investments in nonconsolidated affiliates for other than temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational performance and other economic trends are among the factors we consider when we evaluate the existence of impairment indicators. Refer to Note 6, "Investments in Nonconsolidated Affiliates," for additional information.

Notes and Other Receivables

Notes receivable - includes installment loans for manufactured homes purchased from us and notes receivable from real estate developers and operators.

Installment notes receivable on manufactured homes - represent notes receivable for the purchase of manufactured homes primarily located in our communities, which are secured by the underlying manufactured home sold. Interest income is accrued based on the unpaid principal balance of the loans. Past due status of our notes receivable is determined based on the contractual terms of the note. When a note receivable becomes 60 days delinquent, we stop accruing interest on the note receivable. The interest on nonaccrual loans is accounted for on the cash basis until qualifying for return to accrual.

Notes receivable from real estate developers and operators - represent short-term construction loans provided to real estate developers and loans provided to real estate operators to finance acquisition and development costs.

We elected to fair value our installment notes receivable on manufactured homes, and notes receivable from real estate developers and operators in accordance with ASU 2016-13, " Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments " (" CECL "). Installment notes receivable on manufactured homes and notes receivable from real estate developers and operators are measured at fair value pursuant to FASB ASC 820, " Fair Value Measurements and Disclosures ." The fair value is evaluated quarterly, and any fair value adjustments are recorded in Gain / (loss) on remeasurement of notes receivable on the Consolidated Statement of Operations. Refer to Note 15, "Fair Value of Financial Instruments," for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class.

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Other receivables - are generally comprised of sale proceeds receivable from home sales near year end, amounts due from marina customers for storage, service and lease payments, amounts due from MH and annual RV residents for rent and related charges (utility charges, fees and other pass-through charges), insurance receivables and various other miscellaneous receivables. These receivables do not require incremental CECL reserves as we believe that the risk of future expected loss on those accounts is immaterial due to the short-term nature of the accounts, history of collectability, past relationships and various other mitigating factors. Accounts outstanding longer than the contractual payment terms are considered past due.

Accounts receivable from marina customers are stated at amounts due net of an allowance for doubtful accounts. Receivables related to our marina rents are reserved when we believe that collection is less than probable, which is generally 50% for certain receivable balances over 180 days, and 60% after the balance reaches 60 days past due for all other receivables.

Accounts receivable from residents are typically due within 30 days and stated at amounts due from residents net of an allowance for doubtful accounts. We evaluate the recoverability of our receivables whenever events occur or there are changes in circumstances such that management believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan and lease agreements. Receivables related to MH community rents are reserved when we believe that collection is less than probable, which is generally after a resident balance reaches 60 to 90 days past due. In the UK, annual rents are noticed in full during the fourth quarter and due by January 31st of the following year. Payment can be made upfront or in monthly installments. Accounts receivable are reviewed regularly for collectability, with related reserves set annually for outstanding receivables.

Refer to Note 4, "Notes and Other Receivables," for additional detail on receivables.

Goodwill

We account for goodwill pursuant to ASC 350, " Intangibles—Goodwill and Other ." ASC 350-20, " Goodwill and Other ," allows entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit (i.e. the first step of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more-likely-than-not greater than the carrying amount, a quantitative calculation would not be needed. Goodwill represents the excess of costs of an acquired business over the fair value of the identifiable assets acquired less identifiable liabilities assumed. Goodwill is not amortized. Goodwill is tested for impairment at the operating segment level. If the fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. We assess our goodwill for impairment on an annual basis or more frequently if events or changes in circumstances arise and impairment indicators are identified. As of December 31, 2022 and 2021, we had $ 1.0 billion and $ 495.4 million of goodwill from the acquisitions accounted for as business combinations, respectively. The goodwill is attributable to the intellectual capital and going concern value of the acquired businesses.

Goodwill is deductible for income tax purposes. As such, the goodwill portion allocated to our U.S. taxable REIT subsidiaries will reduce their taxable income. However, the resulting tax benefits will be offset by a valuation allowance. Goodwill allocated to the UK taxable REIT subsidiaries will reduce their U.S. dividends to the REIT in the future. Given that REITs do not customarily report any taxable income (due to the dividends paid deduction), we do not expect any significant tax benefits arising from the goodwill allocable to the REIT.

The carrying amount of goodwill is separately disclosed on our Consolidated Balance Sheets. Refer to Note 5, "Goodwill and Other Intangible Assets," for additional information on goodwill.

We account for implementation costs in a hosting arrangement in accordance with ASU 2018-15, " Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) ," which aligns requirements for capitalizing implementation costs in a hosting arrangement as a service contract with internally developed software, and expense capitalized costs of the hosting arrangement over the term of the arrangement.

Other Intangible Assets

Other intangible assets primarily comprise in-place leases (including slip in-place leases), non-competition agreements, trademarks and trade names, customer relationships and franchise agreements. Other intangible assets are reviewed for impairment on an annual basis or more frequently if indicators of impairment are identified.

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Intangible assets with finite lives - we amortize identified intangible assets that are determined to have finite lives over the period the assets are expected to contribute directly or indirectly to the future cash flows of the property or business.

Trademarks and trade names - we account for trademarks and trade names pursuant to ASC 350, " Intangibles-Goodwill and Other. " Some trademarks and trade names have an indefinite useful life and some have a three to 15 year useful life. Trademarks and trade names with finite lives are amortized over their useful life. Trademarks and trade names with indefinite-lives are not amortized. Trademarks and trade names are reviewed for impairment on an annual basis or more frequently if indicators of impairment are identified. We first review qualitative factors to determine if a quantitative impairment test is necessary. If the qualitative assessment reveals that it's "more likely than not" that the asset is impaired, a calculation of the fair value is performed and the asset is written down to its implied fair value, if it is lower than its carrying amount. As of December 31, 2022 and 2021, the carrying amounts of trademarks and trade names related to acquisitions accounted for as business combinations were $ 216.6 million and $ 119.1 million, respectively.

The carrying amounts of the other identified intangible assets are included in Other intangible assets, net on our Consolidated Balance Sheets. Refer to Note 5, "Goodwill and Other Intangible Assets," for additional information on other intangible assets.

Deferred Taxes

We are subject to certain state taxes that are considered to be income taxes and have certain subsidiaries that are taxed as regular corporations for U.S. (i.e., federal, state, local, etc.) and non-U.S. income tax purposes. Deferred tax assets or liabilities are recognized for temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements and net operating loss carryforwards in certain subsidiaries, including those domiciled in foreign jurisdictions, which may be realized in future periods if the respective subsidiary generates sufficient taxable income. Deferred tax assets and liabilities are measured using currently enacted tax rates. A valuation allowance is established if, based on the available evidence, it is considered more likely than not that some portion or all of the deferred tax assets will not be realized. Refer to Note 12, "Income Taxes," for additional information.

Temporary Equity

Temporary equity includes preferred securities that are redeemable for cash at the option of the holder or upon the occurrence of an event that is not solely within our control based on a fixed or determinable price. These preferred securities are not mandatorily redeemable for cash nor do they contain a fixed maturity date. Temporary equity is classified between Liabilities and Shareholders' Equity on the Consolidated Balance Sheets.

Share-Based Compensation

We account for awards of restricted stock in accordance with ASC 718-10, " Compensation-Stock Compensation ." ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). The fair value of restricted stock awards with service vesting is equal to the fair value of our stock on the grant date. Share-based compensation cost for service vesting restricted stock awards is measured based on the closing share price of our common stock on the date of grant. We measure the fair value of awards with performance conditions based on an estimate of shares expected to vest using the closing price of our common stock as of the grant date. If it is not probable that the performance conditions will be satisfied, we do not recognize compensation expense. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. We recognize compensation cost ratably over each tranche of shares based on the fair value estimated by the model. We also recognize related estimated award forfeitures ratably over each tranche of shares We estimate forfeitures at the time of grant based on the historical turnover rate of employees and non-employees that are recipients of an award. We update our assumptions annually for the subsequent year awards. Refer to Note 10, "Share-Based Compensation," for additional information.

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash, cash equivalents and restricted cash, marketable securities, notes and other receivables, derivatives assets, debt, warrants and other liabilities. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to ASC 820, " Fair Value Measurements and Disclosures ."

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ASC 820, " Fair Value Measurements and Disclosures ," requires disclosure regarding determination of fair value for assets and liabilities and establishes a hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumption. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:

Level 1 - Quoted unadjusted prices for identical instruments in active markets that we have the ability to access;

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) in active markets or can be corroborated by observable market data; and

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use.

Refer to Note 15, "Fair Value of Financial Instruments," for additional information on methods and assumptions used to estimate the fair value of each financial instrument class.

Revenue Recognition

As a real estate owner and operator, the majority of our revenue is derived from site and home leases, and wet slip and dry storage space leases that are accounted for pursuant to ASC 842, " Leases. " We account for revenue from contracts with customers following ASC 606, " Revenue from Contracts with Customers ," except for those that are within the scope of other topics in the FASB ASC. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five-step transactional analysis is required to determine how and when to recognize revenue. For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services. Due to the nature and timing of our identified revenue streams, there were no material outstanding performance obligations as of December 31, 2022. Refer to Note 2, "Revenue," for additional information.

Income from real property at our MH and RV properties includes revenue from residents and guests in our communities, who lease the site on which their home or RV is located and either own or lease their home or RV, rental home revenue, and short-term vacation home and site rentals. Revenues from residents and guests includes revenues from site leases to annual MH residents and annual RV guests, and site rentals to transient RV guests. Resident leases are generally for one-year, but may range from month-to-month to two year terms and are renewable by mutual agreement between the parties, or in some cases, as provided by statute. Revenues from site and home leases fall under the scope of ASC 842, and are accounted for as operating leases with straight-line recognition. Non-lease components of our site lease contracts, which are primarily provision of utility services, are accounted for with the site lease as a single lease component per ASC 842. In accordance with the practical expedient criteria to combine lease and non-lease components, we noted that the timing and pattern of transfer for the lease and non-lease components are the same, and the leases qualify as operating leases. Accordingly, we present rental revenues and utility recoveries as a single lease component within Income from real property in the Consolidated Statement of Operations. Rental home revenues which comprise rental agreements whereby we lease homes to residents in our communities, and short-term vacation home and site rentals are accounted for under ASC 842. Additionally, we include collections of real estate taxes from residents and guests within Income from real property. When payment of revenue is received in advance of being earned, those amounts are classified as deferred revenues.

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Income from real property at our marinas includes rental income which consists primarily of storage revenues, derived from leasing out wet slips and storage spaces. The majority of our slip and storage space leases have annual terms that are generally billed seasonally and are renewable by mutual agreement between the parties. Slip and storage space leases are paid annually, seasonally, quarterly, monthly or transient by night. In accordance with ASC 842, slip and storage space lease revenues are typically earned on a monthly basis over the course of the term of the lease and are accounted for as operating leases with straight-line recognition. Storage income is earned when services have been rendered. When payment is received in advance of being earned, those amounts are classified as deferred revenues. There are commercial buildings that we lease out in annual or multi-year arrangements. In accordance with ASC 842, commercial lease revenue is typically earned on a monthly basis. We recognize lease revenue on a straight-line basis when rental agreements contain material escalation clauses. As a lessor, we have a significant amount of variable lease payments that it receives, usually from revenue derived from percentage-based leases. The revenue from these leases is accounted for on an as earned basis. We also have a number of short-term leases that are accounted for on an as earned basis. All our revenues are recognized net of taxes collected from customers and submitted to taxing authorities. Real estate taxes are recorded as a liability when collected and released when payments are remitted to tax authorities.

Revenue from home sales - SHS, our U.S. taxable REIT subsidiary, and Park Holidays sell manufactured homes to current and prospective residents in our communities. We recognize revenue for home sales pursuant to ASC 606 as manufactured homes are tangible personal property that can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate and we therefore do not consider them to be subject to the guidance in ASC 360-20, " Real Estate Sales ." In accordance with the core principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we have no remaining performance obligation. As of December 31, 2022 and 2021, we had $ 28.9 million and $ 33.5 million, respectively, of receivables from contracts with customers, which consists of home sales proceeds, and are presented as a component of Notes and other receivables, net on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes. We report real estate taxes collected from residents and remitted to taxing authorities in revenue.

Service, retail, dining and entertainment revenue - is primarily composed of proceeds from restaurant, golf, merchandise, retail, fuel, service and other activities at our RV communities and marinas, and is accounted for in accordance with ASC 606. Revenues are recognized at the point of sale when control of the good or service transfers to the customer and our performance obligation has been satisfied. In addition, Marina rental income, which includes boat rentals is earned when the customer takes control of the good or service and is included in Service, retail, dining and entertainment revenue. Sales and other taxes that we collect concurrent with revenue-producing activities are excluded from the transaction price.

Interest income - is earned primarily on our notes receivable, which include installment notes receivables on manufactured homes purchased by us from loan originators and notes receivable from real estate developers and operators. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Interest income is not in the scope of ASC 606. Refer to Note 4, "Notes and Other Receivables," for additional information.

Brokerage commissions and other - comprise (a) brokerage commissions for sales of manufactured homes at our MH and RV communities, and (b) brokerage commissions at our marinas, where we act as agent and arrange for a third party to transfer a manufactured home, a park model or a boat to a customer within one of our properties. Brokerage commission revenues are accounted for in accordance with ASC 606 and are recognized on a net basis at closing, when the transaction is completed and our performance obligations have been fulfilled. Other revenues primarily include prepaid rent adjustments, proceeds from business interruption, dividend income and management fee earned from managing third-party-owned holiday parks and third-party-owned marinas.

Advertising Costs

Advertising costs are expensed as incurred. As of December 31, 2022, 2021 and 2020, we had advertising costs of $ 15.6 million, $ 9.9 million and $ 8.3 million, respectively.

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Depreciation and Amortization

Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets, ranging from two months to 53 years depending upon the asset classification.

Asset Class

Useful Life

Land improvements and buildings

15 years

-

53 years

Rental homes

10 years

Furniture, fixtures and equipment

2 years

-

40 years

Computer hardware and software

3 years

-

5 years

Dock improvements

15 years

-

40 years

Site improvements

7 years

-

30 years

Leasehold improvements

Lesser of lease term or useful life of assets

Goodwill

Indefinite

In-place leases (including slip in-place leases)

2 months

-

13 years

Non-competition agreements

5 years

Trademarks and trade names

Various (1)

Customer relationships

4 years

-

17 years

Franchise agreements and other intangible assets

1 year

-

27 years

(1) All trademarks and trade names have an indefinite life or a three to 15 year useful life as of the acquisition date.

Foreign Currency

The assets and liabilities of our operations in the UK, Australia and Canada, where the functional currency is the Pound sterling, Australian dollar and Canadian dollar, respectively, are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Income statement amounts are translated at the average exchange rate prevailing during the period. The resulting translation adjustments are recorded as a component of Accumulated other comprehensive income / (loss). Foreign currency exchange gains and losses arising from fluctuations in currency exchange rates on transactions and the effects of remeasurement of monetary balances denominated in currencies other than the functional currency are recorded in earnings.

For the year ended December 31, 2022, we recorded a foreign currency exchange gain of $ 5.4 million as compared to a foreign currency exchange loss of $ 3.7 million and a foreign currency exchange gain of $ 7.7 million for the years ended December 31, 2021 and 2020, respectively, on our Consolidated Statements of Operations.

Derivative Instruments and Hedging Activities

We enter into derivatives for risk management purposes to minimize the effect of interest rate changes on future cash outflows related to outstanding floating rate debt and forecasted issuances of long-term debt. Treasury rate lock contracts, interest rate swaps and forward swaps are used to accomplish this objective. We do not enter into derivative instruments for speculative purposes.

We recognize derivative instruments at fair value on a recurring basis on the Consolidated Balance Sheets and classify the derivatives within Level 2 of the fair value hierarchy. We adjust our Consolidated Balance Sheets on a quarterly basis to reflect the current fair market value of the derivative instruments. Refer to Note 15, "Fair Value of Financial Instruments," for additional information related to the fair value methodology used for derivative financial instruments.

As of December 31, 2022, all outstanding derivative instruments have been designated as cash flow hedges under ASC Topic 815, " Derivatives and Hedging ." These contracts have maturities of 10 years or less. The risk being hedged is the interest rate risk related to forecasted transactions and outstanding floating rate debt. We assess the effectiveness of the derivative instruments in hedging the underlying interest rate exposure both at inception and on an ongoing basis. The unrealized gains or losses on the derivative instruments are recorded in Accumulated other comprehensive income / (loss) and are reclassified to Interest expense on the Consolidated Statements of Operations during the same period in which the hedged transaction affects earnings. We estimate that $ 11.3 million will be reclassified as a reduction to Interest expense over the next 12 months for all of our outstanding cash flow hedges. Cash flow from these derivative instruments is classified in the same category as the cash flow items being hedged on the Consolidated Statements of Cash Flows. Refer to Note 14, "Derivative Financial Instruments," for additional information regarding derivative activity.

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Accounting for Leases

Lessee Accounting

Pursuant to ASC Topic 842, " Leases ," we determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for land and submerged land under non-cancelable operating leases at certain properties, executive office spaces and certain equipment leases. The ROU asset and liabilities are included within Other assets, net and Other liabilities on the Consolidated Balance Sheets.

For operating leases with a term greater than one year, we recognize the ROU assets and liabilities related to the lease payments on the Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The ROU assets represent our right to use the underlying assets for the term of the lease and the lease liabilities represent our obligation to make lease payments arising for the agreements. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received, and any adjustments to reflect favorable or unfavorable terms of the lease when compared with market terms. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The ROU asset is periodically reduced by impairment losses.

Variable lease payments, except for the ones that depend on index or rate, are excluded from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the Consolidated Statements of Operations in the period in which they are incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. The lease liability costs are amortized over the straight-line method over the term of the lease. Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset or liability recognized on the Consolidated Balance Sheets.

Finance leases where we are the lessee are included in Other assets, net and Other liabilities on our Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received, and any adjustments to reflect favorable or unfavorable terms of the lease when compared with market terms. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. We do not recognize an amortization of finance lease ROU asset on land as land is not amortizable. ROU assets are periodically assessed and adjusted for impairment. As of December 31, 2022, we have had no impairment losses. Refer to Note 17, "Leases," for information regarding leasing activities.

Lessor Accounting

Our income from real property at our MH and RV properties is derived from rental agreements where we are the lessor. ASC 842 limits the definition of initial direct costs to only the incremental costs of signing a lease. Internal sales employees' compensation, payroll-related fringe benefits, certain legal fees rendered prior to the execution of a lease, negotiation costs, advertising and other origination effort costs do not meet the definition of initial direct cost and therefore, are accounted for as General and administrative expense or Property operating and maintenance expense in our Consolidated Statements of Operations. ASC 842 permits the capitalization of direct commission costs.

Our MH and RV sites are typically leased to customers on an annual basis. Seasonal RV sites are generally leased to customers for a period less than one year. Transient RV sites are leased to customers on a short-term basis. In addition, customers may lease homes that are located in our MH communities. Our MH and RV leases with customers are classified as operating leases. Fixed lease income from tenants is recognized on a straight-line basis over the terms of the relevant lease agreement and is included within Income from real property and Brokerage commissions and other revenue, net on the Consolidated Statements of Operations. Variable lease income consists of rent primarily based on a percentage of revenues at the related properties and is included within Income from real property and Brokerage commissions and other revenue, net on the Consolidated Statements of Operations. When collectability is not reasonably assured, the resident is placed on non-accrual status and revenue is recognized when cash payments are received.

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Disaggregation of Revenue

The following table disaggregates our revenue by major source and segment (in millions):

			Year Ended
			December 31, 2022																								December 31, 2021																								December 31, 2020
			MH						RV						Marina						Consolidated						MH						RV						Marina						Consolidated						MH						RV						Marina						Consolidated
Revenues
Real property			$	954.2					$	563.3					$	384.7					$	1,902.2					$	805.4					$	499.5					$	293.3					$	1,598.2					$	742.4					$	359.5					$	28.2					$	1,130.1
Home sales			428.3						37.5						—						465.8						247.1						33.1						—						280.2						154.0						21.7						—						175.7
Service, retail, dining and entertainment			40.3						89.1						402.2						531.6						7.2						73.8						270.8						351.8						5.9						39.9						19.4						65.2
Interest			32.1						2.9						0.2						35.2						10.0						2.2						—						12.2						8.3						1.8						—						10.1
Brokerage commissions and other, net			19.8						13.7						1.4						34.9						12.9						16.0						1.3						30.2						8.6						8.3						0.3						17.2
Total Revenues			$	1,474.7					$	706.5					$	788.5					$	2,969.7					$	1,082.6					$	624.6					$	565.4					$	2,272.6					$	919.2					$	431.2					$	47.9					$	1,398.3

Our revenue consists of real property revenue at our MH, RV and Marina properties, revenue from Home sales, Service, retail, dining and entertainment revenue, Interest income, and Brokerage commissions and other revenue.

The majority of our revenue is derived from site and home leases, and wet slip and dry storage space leases that are accounted for pursuant to ASC 842, " Leases ." We account for all revenue from contracts with customers following ASC 606, " Revenue from Contracts with Customers ," except for those that are within the scope of other topics in the FASB ASC. For additional information, refer to Note 1, "Significant Accounting Policies."

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2022 Acquisitions and Dispositions

For the year ended December 31, 2022, we acquired the following MH communities, RV communities and marinas:

Property Name (1)

Type

Sites, Wet Slips and Dry Storage Spaces

Development Sites

State, Province or Country

Month Acquired

Harrison Yacht Yard (2)

Marina: asset acquisition

21

—

MD

January

Outer Banks

Marina: asset acquisition

196

—

NC

January

Jarrett Bay Boatworks

Marina: business combination

12

—

NC

February

Tower Marine

Marina: asset acquisition

446

—

MI

March

Sandy Bay

MH: asset acquisition

730

456

UK

March

Park Holidays (3)

MH: business combination

15,906

608

UK

April

Christies Parks (2)

MH: asset acquisition

249

—

UK

April

Bluewater

Marina: asset acquisition

200

—

Multiple

April

Bluewater Yacht Sales (2)

Marina: business combination

—

—

Multiple

April

Bodmin Holiday Park

MH: asset acquisition

69

—

UK

April

Kittery Point

Marina: asset acquisition

62

—

ME

May

Spanish Trails MHC

MH: asset acquisition

195

6

AZ

June

Pine Acre Trails

MH: asset acquisition

251

603

TX

June

Bel Air Estates & Sunrise Estates (4)

MH: asset acquisition

379

—

CA

June

Park Leisure (5)

MH: business combination

2,914

123

UK

June

Montauk Yacht Club

Marina: business combination

232

—

NY

July

Callaly Leisure (6)

MH: asset acquisition

380

823

UK

September

Newhaven

MH: asset acquisition

224

14

UK

October

Bayfront Marina

Marina: asset acquisition

583

—

CA

November

Marina Bay Yacht Harbor

Marina: asset acquisition

800

—

CA

December

Jellystone Lincoln

RV: asset acquisition

267

—

DE

December

Norway Commons

MH: asset acquisition

231

22

ME

December

Total

24,347

2,655

(1) Property names are subject to changes subsequent to acquisition.

(2) Combined with an existing property.

(3) Includes 40 owned and two managed properties.

(4) Includes two properties.

(5) Includes 11 properties.

(6) Includes one development property.

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The following table summarizes the amount of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed during the year ended December 31, 2022 (in millions):

			At Acquisition Date																														Consideration
			Investment in property						Inventory of manufactured homes, boat parts and retail related items						Goodwill and other intangible assets (1)						Other assets / (liabilities), net						Total identifiable assets acquired net of liabilities assumed						Cash and escrow												Temporary and permanent equity (2)						Total consideration
Asset Acquisitions (3)
Harrison Yacht Yard (4)			$	5.8					$	—					$	—					$	—					$	5.8					$	5.8											$	—					$	5.8
Outer Banks			5.2						—						—						( 0.4 )						4.8						4.8												—						4.8
Tower Marine			20.2						—						0.2						( 2.1 )						18.3						18.3												—						18.3
Sandy Bay			247.9						9.4						2.1						( 68.3 )						191.1						191.1												—						191.1
Christies Parks (4)			10.1						—						—						2.1						12.2						12.2												—						12.2
Bluewater			25.3						1.3						0.1						1.3						28.0						28.0												—						28.0
Bodmin Holiday Park			13.1						—						—						—						13.1						13.1												—						13.1
Kittery Point			8.0						0.1						—						( 0.1 )						8.0						7.0												1.0						8.0
Spanish Trails MHC			20.6						1.8						—						—						22.4						22.4												—						22.4
Pine Acre Trails			29.7						—						—						—						29.7						29.7												—						29.7
Bel Air Estates & Sunrise Estates			39.3						—						0.7						—						40.0						40.0												—						40.0
Callaly Leisure			23.8						0.1						—						( 0.3 )						23.6						23.6												—						23.6
Newhaven (5)			6.2						—						—						—						6.2						6.2												—						6.2
Bayfront Marina			11.3						—						0.9						( 0.5 )						11.7						11.7												—						11.7
Marina Bay Yacht Harbor			16.2						—						0.2						( 0.7 )						15.7						15.7												—						15.7
Jellystone Lincoln (5)(6)			17.0						—						—						1.2						18.2						18.2												—						18.2
Norway Commons (5)			15.5						0.4						—						—						15.9						15.9												—						15.9
Business Combinations (3)
Jarrett Bay Boatworks (7)(8)			21.3						1.4						47.5						1.0						71.2						68.4												2.8						71.2
Park Holidays (7)(9)			1,254.7						29.5						574.5						( 624.9 )						1,233.8						1,199.9												33.9						1,233.8
Park Leisure (7)			342.7						0.7						15.1						( 132.7 )						225.8						225.8												—						225.8
Montauk Yacht Club			163.6						0.3						26.3						0.3						190.5						190.5												—						190.5
Total			$	2,297.5					$	45.0					$	667.6					$	( 824.1 )					$	2,186.0					$	2,148.3											$	37.7					$	2,186.0

(1) Refer to Note 5, "Goodwill and Other Intangible Assets," for additional detail on goodwill and other intangible assets.

(2) Refer to Note 9, "Equity and Temporary Equity," for additional detail.

(3) Property names are subject to changes subsequent to acquisition.

(4) Combined with an existing property.

(5) The above allocations are estimates pending purchase price allocations.

(6) In December 2020, we entered into a loan agreement pursuant to which we extended credit to Blue Water to finance the construction of Jellystone Lincoln (the "RV Park"). In December 2022, we entered into a purchase and sale agreement pursuant to which we purchased the RV Park for cash consideration of $ 5.0 million, which was applied toward the existing Blue Water loan balance of $ 12.9 million, and the remaining loan balance of $ 7.9 million was forgiven. Upon acquisition of the RV Park, we agreed to loan Blue Water an amount equal to $ 3.7 million, accounted as consideration based on the loan forgiveness terms. Additional consideration for vacation rental units of $ 0.4 million, resulted in a total purchase price of $ 17.0 million. In addition, we entered into a lease agreement pursuant to which Blue Water will pay rent to us and continue to operate the park.

(7) The Purchase price allocation is preliminary as of December 31, 2022, subject to revision based on the final purchase price allocations to be finalized one year from the acquisition date.

(8) The balance includes the marina acquired in February and the yacht sales business acquired in April of which $ 0.1 million was recorded in Investment property, $ 17.6 million in Goodwill and other intangible assets, and $ 0.4 million in Other assets / (liabilities), net.

(9) Includes acquired intangible assets subject to amortization of $ 70.2 million with a weighted average amortization period of 14.6 years, consisting of trademarks and trade names, customer relationships and other intangible assets.

As of December 31, 2022, we had incurred and capitalized $ 19.2 million of transaction costs, which have been allocated among various fixed asset categories for purchases that meet the asset acquisition criteria. As of December 31, 2022, we also incurred $ 24.7 million of business combination expenses, which are expensed for acquisitions deemed to be business combinations.

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The total amount of Revenues and Net income included in the Consolidated Statements of Operations for the year ended December 31, 2022 related to business combinations completed in 2022 are set forth in the following table (in millions):

						Year Ended
						December 31, 2022
Total revenues						$	353.6
Net income						$	13.8

The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2022 and 2021, as if the properties combined through business combinations in 2022 had been acquired on January 1, 2021. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees and acquisition accounting.

The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on January 1, 2021 (in millions, except for per share data):

						Year Ended (unaudited)
						December 31, 2022						December 31, 2021
Total revenues						$	3,091.3					$	2,726.4
Net income attributable to SUI common shareholders						$	241.2					$	440.5
Net income per share attributable to SUI common shareholders - basic						$	1.99					$	3.89
Net income per share attributable to SUI common shareholders - diluted						$	1.99					$	3.88

Development and Expansion Activities

During the year ended December 31, 2022, we acquired six land parcels located in the U.S. and the UK for an aggregate purchase price of $ 26.2 million and two buildings and land parcels related to our marinas located in the U.S. for an aggregate purchase price of $ 13.9 million.

Dispositions

Management continually evaluates properties within the portfolio for potential disposition opportunities. When a given property no longer fits our desired growth profile, we seek to redeploy capital to properties and geographies fit to provide greater future returns. From time to time, strategic reductions to the portfolio are deemed necessary to reduce exposure to less desirable locations, and support long-term positioning of the Company.

During the three months ended September 30, 2022, we sold an RV community containing 514 sites located in California for $ 15.0 million. The disposition resulted in a loss on sale of $ 0.8 million, inclusive of selling costs. This property, together with a second property, was intended to be part of a combined sale as the properties originally qualified as held for sale in July 2022. However, the sale of the second property was not completed, and as such, the properties no longer qualified as held for sale as of September 30, 2022. Accordingly, the second property was classified as held for investment at September 30, 2022 on our Consolidated Balance Sheets.

During the three months ended March 31, 2022, we sold two MH communities and one community containing MH and RV sites, each located in Florida, with a total of 323 sites for $ 29.5 million. The gain from the sale of the properties was $ 13.3 million.

2021 Acquisitions and Dispositions

For the year ended December 31, 2021, we acquired the following MH and RV communities and marinas:

Community Name (1)

Type

Sites, Wet Slips and Dry Storage Spaces

Development Sites

State, Province or Country

Month Acquired

Sun Outdoors Association Island

RV: asset acquisition

294

—

NY

January

Blue Water Beach Resort

RV: asset acquisition

177

—

UT

February

Tranquility MHC

MH: asset acquisition

25

—

FL

February

---

Islamorada and Angler House (2)

Marina: asset acquisition

251

—

FL

February

Prime Martha's Vineyard (2)

Marina: asset acquisition

395

—

MA

March

Pleasant Beach Campground

RV: asset acquisition

102

—

ON, Canada

March

Sun Outdoors Cape Charles

RV: asset acquisition

669

—

VA

March

Beachwood Resort

RV: asset acquisition

672

—

WA

March

ThemeWorld RV Resort

RV: asset acquisition

148

—

FL

April

Sylvan Glen Estates

MH: asset acquisition

476

—

MI

April

Shelter Island Boatyard

Marina: asset acquisition

52

—

CA

May

Lauderdale Marine Center

Marina: asset acquisition

206

—

FL

May

Apponaug Harbor

Marina: asset acquisition

348

—

RI

June

Cabrillo Isle

Marina: business combination

476

—

CA

June

Marathon

Marina: asset acquisition

135

—

FL

June

Allen Harbor

Marina: asset acquisition

176

—

RI

July

Cisco Grove Campground & RV

RV: asset acquisition

18

407

CA

July

Four Leaf Portfolio (3)

MH: asset acquisition

2,545

340

MI / IN

July

Harborage Yacht Club

Marina: asset acquisition

300

—

FL

July

Zeman Portfolio (4)

RV: asset acquisition

686

—

IL / NJ

July

Southern Leisure RV Resort

RV: asset acquisition

496

—

FL

August

Sunroad Marina

Marina: asset acquisition

617

—

CA

August

Lazy Lakes RV Resort

RV: asset acquisition

99

—

FL

August

Puerto del Rey

Marina: asset acquisition

1,746

—

Puerto Rico

September

Stingray Point

Marina: asset acquisition

222

—

VA

September

Detroit River

Marina: asset acquisition

440

—

MI

September

Jetstream RV Resort at NASA

RV: asset acquisition

202

—

TX

September

Beaver Brook Campground

RV: asset acquisition

204

150

ME

October

Emerald Coast

Marina: business combination

311

—

FL

November

Tall Pines Harbor Campground

RV: asset acquisition

241

—

VA

November

Wells Beach Resort Campground

RV: asset acquisition

231

—

ME

November

Port Royal

Marina: asset acquisition

167

—

SC

November

Podickory Point

Marina: asset acquisition

209

—

MD

December

Sunroad Marina (restaurant)

Marina: asset acquisition

—

—

CA

December

Jellystone Park at Mammoth Cave

RV: asset acquisition

315

—

KY

December

South Bay

Marina: asset acquisition

333

—

CA

December

Wentworth by the Sea

Marina: asset acquisition

155

—

NH

December

Rocky Mountain RV Park

RV: asset acquisition

75

—

MT

December

Haas Lake RV Park Campground

RV: asset acquisition

492

—

MI

December

Pearwood RV Resort

RV: asset acquisition

144

—

TX

December

Holly Shores Camping Resort

RV: asset acquisition

310

—

NJ

December

Pheasant Ridge RV Park

RV: asset acquisition

130

—

OR

December

Coyote Ranch Resort

RV: asset acquisition

165

165

TX

December

Jellystone Park at Whispering Pines

RV: asset acquisition

131

—

TX

December

Hospitality Creek Campground

RV: asset acquisition

230

—

NJ

December

Total

15,816

1,062

(1) Property names are subject to changes subsequent to acquisition.

(2) Includes two marinas.

(3) Includes nine MH communities.

(4) Includes two RV Resorts.

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The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed in 2021 (in millions):

			At Acquisition Date																														Consideration
			Investment in property						Inventory of manufactured homes, boat parts and retail related items						Goodwill and other intangible assets (1)						Other assets / (liabilities), net						Total identifiable assets acquired net of liabilities assumed						Cash and escrow												Temporary and permanent equity						Total consideration
Asset Acquisition (2)
Sun Outdoors Association Island			$	15.0					$	—					$	—					$	( 0.2 )					$	14.8					$	14.8											$	—					$	14.8
Blue Water Beach Resort			9.0						—						—						( 0.3 )						8.7						8.7												—						8.7
Tranquility MHC			1.2						—						—						—						1.2						1.2												—						1.2
Islamorada and Angler House			18.0						—						0.3						( 0.3 )						18.0						18.0												—						18.0
Prime Martha's Vineyard			22.3						0.2						0.1						( 0.7 )						21.9						21.9												—						21.9
Pleasant Beach Campground			1.5						—						0.1						—						1.6						1.6												—						1.6
Sun Outdoors Cape Charles			59.7						—						0.2						( 2.0 )						57.9						57.9												—						57.9
Beachwood Resort			14.0						—						0.2						( 7.6 )						6.6						6.6												—						6.6
ThemeWorld RV Resort			25.0						—						—						( 0.1 )						24.9						24.9												—						24.9
Sylvan Glen Estates			23.6						—						0.5						( 0.3 )						23.8						( 0.2 )												24.0						23.8
Shelter Island Boatyard			9.6						0.1						0.4						( 0.1 )						10.0						10.0												—						10.0
Lauderdale Marine Center			336.9						—						3.3						1.0						341.2						341.2												—						341.2
Apponaug Harbor			6.5						—						0.1						( 0.7 )						5.9						5.9												—						5.9
Marathon			19.1						—						0.3						( 0.2 )						19.2						19.2												—						19.2
Allen Harbor			4.0						—						—						( 0.1 )						3.9						3.9												—						3.9
Cisco Grove Campground & RV			6.6						—						—						—						6.6						6.6												—						6.6
Four Leaf Portfolio			210.7						0.3						4.0						( 0.5 )						214.5						214.5												—						214.5
Harborage Yacht Club			17.3						0.1						4.7						( 0.5 )						21.6						21.6												—						21.6
Zeman Portfolio			14.2						—						0.7						( 0.5 )						14.4						14.4												—						14.4
Southern Leisure RV Resort			17.4						—						0.3						( 0.3 )						17.4						17.4												—						17.4
Sunroad Marina (3)			47.8						—						0.5						65.0						113.3						113.3												—						113.3
Lazy Lakes RV Resort			11.3						—						—						( 0.1 )						11.2						11.2												—						11.2
Puerto del Rey			94.5						0.5						1.0						( 4.1 )						91.9						91.9												—						91.9
Stingray Point			2.9						—						—						( 0.3 )						2.6						2.6												—						2.6
Detroit River			8.7						—						0.2						( 0.6 )						8.3						8.3												—						8.3
Jetstream RV Resort at NASA			17.0						—						0.5						( 0.2 )						17.3						17.3												—						17.3
Beaver Brook Campground			4.4						—						0.1						—						4.5						4.5												—						4.5
Tall Pines Harbor Campground			10.5						—						—						—						10.5						10.5												—						10.5
Wells Beach Resort Campground			12.2						—						—						—						12.2						12.2												—						12.2
Port Royal			20.5						—						0.1						( 0.3 )						20.3						20.3												—						20.3
Podickory Point			3.3						—						—						( 0.2 )						3.1						3.1												—						3.1
Jellystone Park at Mammoth Cave			32.5						—						—						( 0.6 )						31.9						31.9												—						31.9
South Bay			14.0						—						0.2						( 2.5 )						11.7						11.7												—						11.7
Wentworth by the Sea			14.1						0.1						0.1						( 1.1 )						13.2						13.2												—						13.2
Rocky Mountain RV Park			12.5						—						—						—						12.5						12.5												—						12.5
Haas Lake RV Park Campground			20.1						—						—						—						20.1						16.5												3.6						20.1
Pearwood RV Resort			10.2						—						—						—						10.2						10.2												—						10.2

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Holly Shores Camping Resort (4)			27.0						—						0.5						( 0.5 )						27.0						27.0												—						27.0
Pheasant Ridge RV Park			19.0						—						—						—						19.0						19.0												—						19.0
Coyote Ranch Resort			12.6						—						—						( 0.2 )						12.4						12.4												—						12.4
Jellystone Park at Whispering Pines			13.8						—						—						( 0.2 )						13.6						13.6												—						13.6
Hospitality Creek Campground (4)			15.0						—						0.6						( 0.6 )						15.0						15.0												—						15.0
Business Combination (2)
Cabrillo Isle			37.6						—						10.1						( 0.7 )						47.0						47.0												—						47.0
Emerald Coast			9.0						2.7						41.9						( 0.6 )						53.0						53.0												—						53.0
Total			$	1,302.1					$	4.0					$	71.0					$	38.8					$	1,415.9					$	1,388.3											$	27.6					$	1,415.9

(1) Refer to Note 5, "Goodwill and Other Intangible Assets," for additional detail on goodwill and other intangible assets.

(2) Property names are subject to changes subsequent to acquisition.

(3) The balance includes the marina acquired in August and the restaurant acquired in December of which $ 9.2 million was recorded in Investment property and $ 21.0 million in Other assets / (liabilities), net.

(4) The allocation was estimated as of December 2021 and was adjusted as of March 2022, based on final purchase price allocation.

As of December 31, 2021, we incurred $ 18.0 million of transaction costs, which were capitalized and allocated among the various fixed asset categories for purchases that meet the asset acquisition criteria. As of December 31, 2021, we also incurred $ 1.4 million of business combination expenses, which were expensed for acquisitions deemed to be business combinations.

Total revenues and Net income included in the Consolidated Statements of Operations for the year ended December 31, 2021 related to business combinations completed in 2021 are set forth in the following table (in millions):

						Year Ended
						December 31, 2021
Total revenues						$	6.4
Net income						$	0.5

The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2021 and 2020, as if the properties combined through business combinations in 2021 had been acquired on January 1, 2020. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees and acquisition accounting.

The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisitions been consummated on January 1, 2020 (in millions, except for per share data):

						Year Ended (unaudited)
						December 31, 2021
Total revenues						$	2,330.0
Net income attributable to SUI common shareholders						$	390.9
Net income per share attributable to SUI common shareholders - basic						$	3.47
Net income per share attributable to SUI common shareholders - diluted						$	3.40

Land for Expansion / Development

During the year ended December 31, 2021, we acquired 11 land parcels, which are located across the U.S. and the UK for a total purchase price of $ 172.8 million.

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Other Acquisitions

In December 2021, we acquired Leisure Systems, Inc., the franchisor of the Jellystone Park™ system, and accounted for the transaction as a business combination. The following table summarizes the amounts of assets acquired, net of liabilities assumed at the acquisition date and the consideration paid for the acquisition (in millions):

			At Acquisition Date																														Consideration
			Investment in property						Inventory of manufactured homes, boat parts and retail related items						In-place leases, goodwill and other intangible assets (1)						Other liabilities, net						Total identifiable assets acquired net of liabilities assumed						Cash and escrow												Temporary and permanent equity						Total consideration
Leisure Systems, Inc (1)			$	—					$	—					$	24.0					$	( 2.3 )					$	21.7					$	21.7											$	—					$	21.7

(1) The allocation was preliminary as of December 31, 2021, and was adjusted as of March 2022 based on the final purchase price allocation.

Dispositions

In July 2021, we sold two MH communities located in Indiana and Missouri, containing a combined 677 sites, for $ 67.5 million. The gain from the sale of the properties was $ 49.4 million.

In August 2021, we sold four MH communities located in Arizona, Illinois and Missouri, containing a combined 1,137 sites, for $ 94.6 million. The gain from the sale of the properties was $ 58.7 million.

Refer to Note 20, "Subsequent Events," for information regarding acquisitions and dispositions completed after December 31, 2022.

The following table sets forth certain information regarding notes and other receivables (in millions):

			December 31, 2022						December 31, 2021
Installment notes receivable on manufactured homes, net			$	65.9					$	79.1
Notes receivable from real estate developers and operators			305.2						284.0
Other receivables, net			246.2						106.5
Total Notes and Other Receivables, net			$	617.3					$	469.6

Installment Notes Receivable on Manufactured Homes

Installment notes receivable are measured at fair value, using indicative pricing models from third party valuation specialists, in accordance with ASC Topic 820, " Fair Value Measurements and Disclosures ." The balances of installment notes receivable of $ 65.9 million (net of fair value adjustment of $ 1.4 million) and $ 79.1 million (net of fair value adjustment of $ 0.6 million) as of December 31, 2022 and 2021, respectively, are secured by manufactured homes. The notes represent financing to purchasers of manufactured homes located in our communities and require monthly principal and interest payments. The notes had a net weighted average interest rate (net of servicing costs) and maturity of 7.6 % and 13.8 years as of December 31, 2022, and 7.6 % and 14.7 years as of December 31, 2021, respectively. Refer to Note 15, "Fair Value of Financial Instruments," for additional detail.

Notes Receivable from Real Estate Developers and Operators

Notes receivable from real estate developers and operators are measured at fair value, using indicative pricing models from third party valuation specialists, in accordance with ASC Topic 820, " Fair Value Measurements and Disclosures ." As of December 31, 2022 and 2021, the notes receivable balances are comprised primarily of a loan provided to a real estate operator to finance its acquisition and development costs, and construction loans provided to real estate developers. The notes receivable from real estate developers and operators had a net weighted average interest rate and maturity of 13.1 % and 0.8 years as of December 31, 2022, and 7.2 % and 0.9 years as of December 31, 2021, respectively.

In February 2023, the maturity date on $ 217.6 million of notes receivable due in December 2022 was extended to May 31, 2023. Refer to Note 20, "Subsequent Events," for additional information regarding notes receivable activity after December 31, 2022.

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As of December 31, 2022, real estate developers and operators collectively have $ 47.4 million of undrawn funds on their loans. There were no adjustments to the fair value of notes receivable from real estate developers and operators for the years ended December 31, 2022 and 2021. Refer to Note 15, "Fair Value of Financial Instruments," for additional information.

Other Receivables, net

Other receivables, net were comprised of amounts due from the following categories (in millions):

			December 31, 2022						December 31, 2021
Insurance receivables			$	78.5					$	9.0
MH and annual RV residents for rent, utility charges, fees and other pass-through charges, net (1)			61.5						10.0
Marina customers for storage, service and lease payments, net (2)			40.0						29.3
Home sale proceeds			28.9						33.5
Other receivables (3)			37.3						24.7
Total Other Receivables, net			$	246.2					$	106.5

(1) Net of allowance of $ 5.9 million and $ 5.5 million as of December 31, 2022 and 2021, respectively.

(2) Net of allowance of $ 2.2 million and $ 1.5 million as of December 31, 2022 and 2021, respectively.

(3) Includes receivable from Rezplot Systems LLC, a nonconsolidated affiliate, in which we had 48.9 % and 49.2 % ownership interest as of December 31, 2022 and 2021, respectively. In June 2020, we made a convertible secured loan to Rezplot Systems LLC. The note allows for a principal amount of up to $ 10.0 million to be drawn down over a period of three years , bears an interest rate of 3.0 % and is secured by all the assets of Rezplot Systems LLC. In January 2022, we made an additional loan to Rezplot Systems LLC that allows for a principal amount of up to $ 5.0 million to be drawn over a period of three years and bears an interest rate of 3.0 %. The outstanding balances were $ 12.7 million and $ 10.2 million as of December 31, 2022 and 2021, respectively. Refer to Note 6, "Investments in Nonconsolidated Affiliates," for additional information on Rezplot Systems LLC.

Our intangible assets include goodwill, in-place leases, non-competition agreements, trademarks and trade names, customer relationships, franchise agreements and other intangible assets. These intangible assets are recorded in Goodwill and Other intangible assets, net on the Consolidated Balance Sheets.

Goodwill

The measurement periods for the valuation of assets acquired and liabilities assumed in a business combination end as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available but do not exceed 12 months. Adjustments in purchase price allocations may require a change in the amounts allocated to goodwill during the periods in which the adjustments are determined. These purchase accounting adjustments are presented under Other in the table below. Changes in the carrying amount of goodwill by reportable segment were as follows (in millions):

			December 31, 2020						Acquisitions (1)												Other (2)						December 31, 2021						Acquisitions (3)						Currency Translation Adjustment						Other (4)						December 31, 2022
Segment
MH			$	—					$	—											$	—					$	—					$	465.0					$	( 36.7 )					$	39.1					$	467.4
RV			—						—												—						—						9.5						—						—						9.5
Marina			428.8						36.8												29.8						495.4						41.5						—						4.6						541.5
Total			$	428.8					$	36.8											$	29.8					$	495.4					$	516.0					$	( 36.7 )					$	43.7					$	1,018.4		(5)

(1) During the year ended December 31, 2021, we recorded goodwill of $ 36.8 million in the Marina segment related to the acquisition of Emerald Coast and Cabrillo Isle, primarily attributed to enterprise value and the assembled workforce value associated with existing operations.

(2) During the year ended December 31, 2021, Adjustments in purchase price allocations resulted in goodwill increase of $ 29.8 million in the Marina segment, related to the acquisition of Safe Harbor marina.

(3) During the year ended December 31, 2022, we recorded goodwill of $ 465.0 million in the MH segment related to the acquisition of Park Holidays, primarily attributed to the acquired platform and assembled workforce value associated with the scale of Park Holidays' existing operations in the UK. Additionally, we recorded goodwill of $ 41.5 million in the Marina segment related to the acquisition of Jarrett Bay Boatworks and Montauk Yacht Club, primarily attributed to enterprise value and the assembled workforce value associated with existing operations, and $ 9.5 million in the RV segment related to the acquisition of Leisure Systems, Inc, primarily attributed to its licensing arrangements, ability to obtain new franchise relationships and assembled workforce.

(4) During the year ended December 31, 2022, adjustments in purchase price allocations resulted in goodwill increase of $ 39.1 million in the MH segment, related to the acquisition of Park Holidays.

(5) During the year ended December 31, 2022 and 2021, we recognized goodwill from acquisitions of $ 516.0 million and $ 36.8 million, respectively, which is expected to be deductible for tax purposes.

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Other Intangible Assets, net

The gross carrying amounts and accumulated amortization of our intangible assets were as follows (in millions):

												December 31, 2022												December 31, 2021
Other Intangible Asset						Useful Life						Gross Carrying Amount						Accumulated Amortization						Gross Carrying Amount						Accumulated Amortization
In-place leases						2 months - 13 years						$	165.7					$	( 135.4 )					$	162.6					$	( 120.8 )
Non-competition agreements						5 years						10.5						( 4.1 )						10.0						( 2.0 )
Trademarks and trade names						3 - 15 years						81.2						( 5.5 )						5.8						( 0.9 )
Customer relationships						4 - 17 years						131.5						( 24.7 )						122.4						( 12.3 )
Franchise agreements and other intangible assets						1 - 27 years						48.3						( 8.9 )						31.1						( 5.8 )
Total finite-lived assets												$	437.2					$	( 178.6 )					$	331.9					$	( 141.8 )
Indefinite-lived assets - Trademarks and trade names						N/A						140.9						—						114.2						—
Indefinite-lived assets - Other						N/A						2.5						—						2.5						—
Total indefinite-lived assets												$	143.4					$	—					$	116.7					$	—
Total												$	580.6					$	( 178.6 )					$	448.6					$	( 141.8 )

Amortization expenses related to our Other intangible assets were as follows (in millions):

						Year Ended
Other Intangible Asset Amortization Expense						December 31, 2022						December 31, 2021						December 31, 2020
In-place leases						$	15.3					$	28.5					$	18.2
Non-competition agreements						2.1						2.0						—
Trademarks and trade names						4.5						0.9						—
Customer relationships						12.3						9.9						2.4
Franchise fees and other intangible assets						2.7						2.2						0.8
Total						$	36.9					$	43.5					$	21.4

We anticipate amortization expense for Other intangible assets to be as follows for the next five years (in millions):

			2023						2024						2025						2026						2027
In-place leases			$	10.6					$	7.1					$	6.2					$	3.5					$	2.0
Non-competition agreements			2.1						2.1						2.1						0.1						—
Trademarks and trade names			6.3						5.5						5.5						5.1						5.2
Customer relationships			12.7						12.7						12.7						12.2						12.2
Franchise agreements and other intangible assets			4.0						3.2						3.1						2.8						2.6
Total			$	35.7					$	30.6					$	29.6					$	23.7					$	22.0

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Investments in joint ventures that are not consolidated, nor recorded at cost, are accounted for using the equity method of accounting as prescribed in FASB ASC Topic 323, " Investments - Equity Method and Joint Ventures ." Investments in nonconsolidated affiliates are recorded within Other assets, net on the Consolidated Balance Sheets. Equity income and loss are recorded in the Income / (loss) from nonconsolidated affiliates line item on the Consolidated Statements of Operations.

RezPlot Systems LLC ("Rezplot")

At December 31, 2022 and December 31, 2021, we had a 48.9 % and 49.2 % ownership interest, respectively, in RezPlot, a RV reservation software technology company, which interest we acquired in January 2019.

Sungenia joint venture ("Sungenia JV")

At December 31, 2022 and December 31, 2021, we had a 50 % ownership interest in Sungenia JV, a joint venture formed between us and Ingenia Communities Group in November 2018, to establish and grow a manufactured housing community development program in Australia.

GTSC LLC ("GTSC")

At December 31, 2022 and December 31, 2021, we had a 40 % ownership interest in GTSC, which engages in acquiring, holding and selling loans secured, directly or indirectly, by manufactured homes located in our communities.

Origen Financial Services, LLC ("OFS")

At December 31, 2022 and December 31, 2021, we had no ownership interest and a 22.9 % ownership interest, respectively, in OFS, an end-to-end online resident screening and document management suite. During the year ended December 31, 2022, we sold our ownership interest in OFS for $ 0.6 million. The gain from the sale was $ 0.3 million, which was recorded within Income from nonconsolidated affiliates on the Consolidated Statements of Operations.

SV Lift, LLC ("SV Lift")

At December 31, 2022 and December 31, 2021, we had a 50 % ownership interest in SV Lift, which owns, operates and leases an aircraft.

The investment balance in each nonconsolidated affiliate is as follows (in millions):

						Year Ended
Investment						December 31, 2022						December 31, 2021
Investment in RezPlot						$	—					$	0.1
Investment in Sungenia JV						44.5						36.2
Investment in GTSC						54.5						35.7
Investment in OFS						—						0.2
Investment in SV Lift						2.3						2.9
Total						$	101.3					$	75.1

The income / (loss) from each nonconsolidated affiliate is as follows (in millions):

						Year Ended
Income / (Loss) from Nonconsolidated Affiliates						December 31, 2022						December 31, 2021						December 31, 2020
RezPlot equity loss						$	( 4.7 )					$	( 2.9 )					$	( 1.9 )
Sungenia JV equity income						2.2						1.8						0.3
GTSC equity income						5.9						6.1						3.9
OFS equity income						0.6						0.2						0.2
SV Lift equity loss						( 1.1 )						( 1.2 )						( 0.8 )
Total equity income						$	2.9					$	4.0					$	1.7

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The change in the GTSC investment balance is as follows (in millions):

						Year Ended
						December 31, 2022						December 31, 2021
Beginning balance						$	35.7					$	25.5
Contributions						37.4						27.3
Distributions						( 22.5 )						( 23.0 )
Equity earnings						5.9						6.1
Fair value adjustment						( 2.0 )						( 0.2 )
Ending Balance						$	54.5					$	35.7

The change in the Sungenia JV investment balance is as follows (in millions):

						Year Ended
						December 31, 2022						December 31, 2021
Beginning balance						$	36.2					$	26.9
Cumulative translation adjustment						( 3.0 )						( 1.5 )
Contributions						9.1						9.0
Equity earnings						2.2						1.8
Ending Balance						$	44.5					$	36.2

The Operating Partnership

We consolidate the Operating Partnership under the guidance set forth in ASC 810 "Consolidation." We evaluated whether the Operating Partnership met the criteria for classification as a variable interest entity ("VIE") or, alternatively, as a voting interest entity and concluded that the Operating Partnership met the criteria of a VIE. Our significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. We are the sole general partner and generally have the power to manage and have complete control over the Operating Partnership and the obligation to absorb its losses or the right to receive its benefits.

Other Consolidated VIEs

We consolidate Sun NG RV Resorts LLC ("Sun NG Resorts"), Sun NG Whitewater RV Resorts LLC, Sun NG Beaver Brook LLC, FPG Sun Menifee 80 LLC, Solar Energy Project LLC, Solar Energy Project CA II LLC, Solar Energy Project III LLC and FPG Sun Moreno Valley 66 LLC under the guidance set forth in ASC Topic 810 "Consolidation." We concluded that each entity is a VIE where we are the primary beneficiary, as we have the power to direct the significant activities of, and absorb the significant losses and receive the significant benefits from each entity. Refer to Note 8, "Debt and Line of Credit," and Note 9, "Equity and Temporary Equity," for additional information on Sun NG Resorts.

During the three months ended September 30, 2022, we acquired the noncontrolling equity interest held by third parties in a joint venture created for the purpose of acquiring land and constructing a marina in Fort Lauderdale, Florida ("SHM South Fork JV, LLC"). The transaction resulted in the Company owning a 100 % ownership interest in the joint venture and we concluded that SHM South Fork JV, LLC was no longer a VIE. The acquisition was accounted for as an equity transaction in accordance with ASC Topic 810, " Consolidation ," with the difference between the purchase price and the noncontrolling interest of $ 1.9 million recorded as a decrease to Additional Paid-in Capital on the Consolidated Balance Sheets.

During the three months ended June 30, 2022, we acquired the noncontrolling equity interest held by third parties in Rudgate Village SPE LLC, Rudgate Clinton SPE LLC and Rudgate Clinton Estates, LLC (collectively, "Rudgate"), an MH community, which resulted in the Company owning a 100 % ownership interest in Rudgate. We concluded that Rudgate was no longer a VIE. The acquisition was accounted for as an equity transaction in accordance with ASC Topic 810, " Consolidation ," with the difference between the purchase price and the acquired noncontrolling interest of $ 13.2 million recorded as an increase to Additional Paid-in Capital on the Consolidated Balance Sheets. Refer to Note 9, "Equity and Temporary Equity," for additional information.

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The following table summarizes the assets and liabilities of our consolidated VIEs, with the exception of the Operating Partnership,

included in our Consolidated Balance Sheets after eliminations (in millions):

			December 31, 2022						December 31, 2021
Assets
Investment property, net			$	739.7					$	623.5
Cash, cash equivalents and restricted cash			14.1						13.6
Other intangible assets, net			13.0						13.4
Other assets, net			10.5						5.3
Total Assets			$	777.3					$	655.8
Liabilities and Other Equity
Secured debt			$	22.2					$	52.6
Unsecured debt			35.2						35.2
Advanced reservation deposits and rent			13.8						13.5
Accrued expenses and accounts payable			11.8						78.3
Other liabilities			1.4						2.2
Total Liabilities			84.4						181.8
Temporary equity			41.3						35.4
Noncontrolling interests			—						19.4
Total Liabilities and Other Equity			$	125.7					$	236.6

Total assets related to the consolidated VIEs, with the exception of the Operating Partnership, comprised 4.5 % and 4.9 % of our consolidated total assets at December 31, 2022 and 2021, respectively. Total liabilities comprised 0.9 % and 2.8 % of our consolidated total liabilities at December 31, 2022 and 2021, respectively. Equity Interests and Noncontrolling interests related to the consolidated VIEs, on an absolute basis, comprised less than 1.0 % of our consolidated total equity at December 31, 2022 and 2021, respectively.

The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in millions, except for statistical information):

			Carrying Amount												Weighted Average Years to Maturity												Weighted Average Interest Rates
			December 31, 2022						December 31, 2021						December 31, 2022						December 31, 2021						December 31, 2022						December 31, 2021
Secured Debt (1)			$	3,217.8					$	3,380.7					10.2						10.6						3.723		%				3.779		%
Unsecured Debt
Senior unsecured notes (2)			1,779.6						1,186.4						8.1						8.5						2.9		%				2.55		%
Line of credit and other debt (3)			2,130.6						1,034.8						2.8						3.5						4.417		%				0.978		%
Preferred equity - Sun NG Resorts - mandatorily redeemable			35.2						35.2						1.8						2.8						6.0		%				6.0		%
Preferred OP units - mandatorily redeemable			34.0						34.7						3.1						4.1						5.921		%				5.932		%
Total Unsecured Debt			3,979.4						2,291.1
Total Debt			$	7,197.2					$	5,671.8					7.4						8.8						3.746		%				3.038		%

(1) Balances at December 31, 2022 and 2021 include $ 0.1 million and $ 1.7 million of net debt premium, respectively, and $( 14.6 ) million and $( 14.7 ) million of deferred financing costs, respectively.

(2) Balances at December 31, 2022 and 2021 include $( 6.1 ) million and $( 3.3 ) million of net debt discount, respectively, and $( 14.3 ) million and $( 10.3 ) million of deferred financing costs, respectively. Weighted average interest rates include the impact of hedge activity.

(3) Balance at December 31, 2022 and 2021 includes $( 3.0 ) million and $ 0 of deferred financing costs, respectively. Weighted average interest rates include the impact of hedge activity.

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Secured Debt

Secured debt consists of mortgage term loans. During the years ended December 31, 2022 and 2021, we paid off the following mortgage term loans during the quarters presented below (in millions, except for statistical information):

Period						Repayment Amount						Fixed Interest Rate						Maturity Date						Loss on Extinguishment of Debt
Three months ended September 30, 2022						$	318.0		(1)			4.81		%				December 6, 2022 - September 6, 2024						$	4.0
Three months ended June 30, 2022						$	15.8					3.89		%				October 1, 2022						$	—
Three months ended December 31, 2021						$	11.6		(2)			4.3		%				February 1, 2022						$	—

(1) Includes 17 mortgage term loans which were scheduled to mature from December 6, 2022 to September 6, 2024 that are secured by 35 properties.

(2) Includes two mortgage term loans which were scheduled to mature on February 1, 2022.

During the year ended December 31, 2022, we entered into the following mortgage term loans during the quarters presented below (in millions, except for statistical information). During the year ended December 31, 2021, we did not enter into any mortgage term loans.

Period						Loan Amount						Term (in years)						Interest Rate						Maturity Date
Three months ended December 31, 2022						$	226.0		(1)			4 - 7						4.5		%				June 15, 2026 - December 15, 2029
Three months ended September 30, 2022						$	20.6		(2)(4)			25						3.65		%				August 10, 2047
						$	3.4		(3)(4)			25						3.65		%				August 10, 2047

(1) Includes 18 existing encumbered properties. Refer to Note 20, "Subsequent Events," for information regarding additional mortgage term loans entered into subsequent to year end.

(2) Represents a construction loan (undrawn as of December 31, 2022).

(3) Represents mortgage term loan.

(4) Represents loans jointly secured by one property.

The mortgage term loans, which total $ 3.2 billion as of December 31, 2022, are secured by 154 properties comprised of 59,178 sites representing approximately $ 2.6 billion of net book value.

Unsecured Debt

Senior Unsecured Notes

In April 2022, the Operating Partnership issued $ 600.0 million of senior unsecured notes with an interest rate of 4.2 % and a 10 -year term, due April 15, 2032 (the "2032 Notes"). Interest on the 2032 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2022. The net proceeds from the offering were $ 592.3 million after deducting underwriters' discounts and estimated offering expenses. We used the net proceeds from the offering to repay borrowings outstanding under our Senior Credit Facility (as defined below).

In October 2021, the Operating Partnership issued $ 450.0 million of senior unsecured notes with an interest rate of 2.3 % and a seven-year term, due November 1, 2028 (the "2028 Notes"). Interest on the 2028 Notes is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2022. The Operating Partnership also issued an additional $ 150.0 million of its 2031 Notes (as defined below). The net proceeds from both offerings were approximately $ 595.5 million after deducting underwriters' discounts and estimated offering expenses. The proceeds were used to pay down borrowings under our Senior Credit Facility.

In June 2021, the Operating Partnership issued $ 600.0 million of senior unsecured notes with an interest rate of 2.7 % and a 10 -year term, due July 15, 2031 (the "2031 Notes"). Interest on the 2031 Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2022. The net proceeds from the offering were approximately $ 592.4 million, after deducting underwriters' discounts and estimated offering expenses. The proceeds were used to pay down borrowings under our Senior Credit Facility.

The total outstanding principal balance of senior unsecured notes was $ 1.8 billion at December 31, 2022. This balance is recorded in the Unsecured debt line item on the Consolidated Balance Sheets.

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Line of Credit

In April 2022, in connection with the closing of the Park Holidays acquisition, the Operating Partnership as borrower, and SUI, as guarantor, and certain lenders entered into Amendment No. 1 to the Fourth Amended and Restated Credit Agreement and Other Loan Documents (the "Credit Facility Amendment"), which amended our senior credit facility (the "Senior Credit Facility").

The Credit Facility Amendment increased the aggregate amount of our Senior Credit Facility to $ 4.2 billion with the ability to upsize the total borrowings by an additional $ 800.0 million, subject to certain conditions. The increased aggregate amount under the Senior Credit Facility consists of the following: (a) a revolving loan in an amount up to $ 3.05 billion and (b) a term loan facility of $ 1.15 billion, with the ability to draw funds from the combined facilities in U.S. dollars, Pounds sterling, Euros, Canadian dollars and Australian dollars, subject to certain limitations. The Credit Facility Amendment extended the maturity date of the revolving loan facility to April 7, 2026. At our option that maturity date may be extended two additional six-month periods. In addition, the Credit Facility Amendment established the maturity date of the term loan facility under the Credit Facility Amendment as April 7, 2025, which may not be further extended.

Prior to the Credit Facility Amendment, the Senior Credit Facility permitted aggregate borrowings of up to $ 2.0 billion, with an accordion feature that allowed for additional commitments of up to $ 1.0 billion, subject to the satisfaction of certain conditions. Prior to the amendment, $ 500.0 million of available borrowings under the Senior Credit Facility were scheduled to mature on October 11, 2024, with the remainder scheduled to mature on June 14, 2025. We had no loss on extinguishment of debt during the year ended December 31, 2022. During the year ended December 31, 2021, we recognized losses on extinguishment of debt in our Consolidated Statements of Operations of $ 0.1 million related to the amendment of the Senior Credit Facility, and $ 0.2 million and $ 7.9 million, related to the termination of our $ 750.0 million credit facility and the $ 1.8 billion credit facility between Safe Harbor and certain lenders, respectively.

The Senior Credit Facility bears interest at a floating rate based on Adjusted Term SOFR, the Adjusted Eurocurrency Rate, the Daily RFR, the Australian BBSY, the Daily SONIA Rate or the Canadian Dollar Offered Rate, as applicable, plus a margin, in all cases, which can range from 0.725 % to 1.6 %, subject to certain adjustments. As of December 31, 2022, the margins based on our credit ratings were 0.85 % on the revolving loan facility and 0.95 % on the term loan facility. During the year ended December 31, 2022, we achieved sustainability related requirements resulting in a favorable 0.01 % adjustment to both margins.

At the lenders' option, the Senior Credit Facility will become immediately due and payable upon an event of default under the Credit Facility Agreement. We had $ 1.1 billion of borrowings outstanding under the revolving loan and $ 1.1 billion of borrowings outstanding under the term loan on the Senior Credit Facility as of December 31, 2022. We had $ 1.0 billion of revolving borrowings on our prior Senior Credit Facility as of December 31, 2021. These balances are recorded in Unsecured debt on the Consolidated Balance Sheets.

The Senior Credit Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under the Senior Credit Facility, but does reduce the borrowing amount available. We had $ 2.3 million and $ 2.2 million of outstanding letters of credit at December 31, 2022 and 2021, respectively.

Bridge Loan Termination

In March 2022, we terminated our commitment letter with Citigroup Global Markets, Inc. ("Citigroup"), pursuant to which, Citigroup (on behalf of its affiliates), previously committed to lend us up to £ 950.0 million, or approximately $ 1.2 billion converted at the March 31, 2022 exchange rate (the "Bridge Loan"). As of the date of termination, we did not have any borrowings outstanding under the Bridge Loan. During the year ended December 31, 2022, we recognized a Loss on extinguishment of debt in our Consolidated Statement of Operations of $ 0.3 million related to the termination of the Bridge Loan.

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Unsecured Term Loan

In October 2019, we assumed a $ 58.0 million secured term loan facility related to an acquisition. The term loan initially had a four-year term ending October 29, 2023, and bore interest at a floating rate based on the Eurodollar rate or Prime rate plus a margin ranging from 1.2 % to 2.05 %. Effective July 1, 2021, the agreement was amended to release the associated collateral. The amendment extended the term loan facility maturity date to October 29, 2025 and adjusted the interest rate margin to a range from 0.8 % to 1.6 %. In August 2022, we amended the secured term loan facility to transition from the Eurodollar rate to SOFR. As of December 31, 2022, the margin based on our credit rating was 0.95 %. The outstanding balance was $ 19.8 million at December 31, 2022 and $ 31.6 million at December 31, 2021, respectively. In accordance with the amended agreement, we achieved sustainability related requirements resulting in a favorable 0.01% adjustment to the margins. These balances are recorded in Unsecured debt on the Consolidated Balance Sheets.

Preferred Equity - Sun NG Resorts - Mandatorily Redeemable

In connection with the investment in Sun NG Resorts in June 2018, $ 35.3 million of mandatorily redeemable Preferred Equity ("Preferred Equity - Sun NG Resorts") was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of 6.0 % per annum. The Preferred Equity - Sun NG Resorts has a seven-year term ending June 1, 2025 and can be redeemed in the fourth quarter of 2024 at the holders' option. The Preferred Equity - Sun NG Resorts as of December 31, 2022 was $ 35.2 million. This balance is recorded within the Unsecured debt line item on the Consolidated Balance Sheets. Refer to Note 7, "Consolidated Variable Interest Entities," and Note 9, "Equity and Temporary Equity," for additional information.

Preferred OP Units - Mandatorily Redeemable

Preferred OP units at December 31, 2022 and 2021 include $ 34.0 million and $ 34.7 million of Aspen preferred OP units issued by the Operating Partnership, respectively. As of December 31, 2022, these units are convertible indirectly into 403,306 shares of our common stock.

In January 2020, we amended the Operating Partnership's partnership agreement. The amendment extended the automatic redemption date and reduced the annual distribution rate for 270,000 of the Aspen preferred OP units (the "Extended Units"). Subject to certain limitations, at any time prior to January 1, 2024 (or prior to January 1, 2034 with respect to the Extended Units), the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred OP unit into: (a) if the average closing price of our common stock for the preceding ten trading days is $ 68.00 per share or less, 0.397 common OP units; or (b) if the 10-day average closing price is greater than $ 68.00 per share, the number of common OP units is determined by dividing (i) the sum of (A) $ 27.00 plus (B) 25.0 % of the amount by which the ten-day average closing price exceeds $ 68.00 per share, by (ii) the 10-day average closing price. The current preferred distribution rate is 3.8 % on the Extended Units and 6.5 % on all other Aspen preferred OP units. On January 2, 2024 (or January 2, 2034 with respect to the Extended Units), we are required to redeem for cash all Aspen preferred OP units that have not been converted to common OP units. As of December 31, 2022, 270,000 of the Extended Units and 988,819 other Aspen preferred units were outstanding. These balances are recorded within the Unsecured debt line item on the Consolidated Balance Sheets.

Covenants

The mortgage term loans, senior unsecured notes and Senior Credit Facility are subject to various financial and other covenants. The most restrictive covenants are pursuant to (a) the terms of the Senior Credit Facility, which contains a minimum fixed charge coverage ratio, maximum leverage ratio, distribution ratio and variable rate indebtedness, and (b) the terms of the senior unsecured notes, which contain a total debt to total assets ratio, secured debt to total assets ratio, consolidated income available for debt service to debt service ratio and unencumbered total asset value to unsecured debt covenants ratio. At December 31, 2022, we were in compliance with all covenants.

In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries' assets and credit are not available to satisfy our debts and other obligations, and any of our other subsidiaries or any other person or entity.

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Long-term Debt Maturities

As of December 31, 2022, the total of maturities and amortization of our secured debt (excluding premiums and deferred financing costs) and unsecured debt (excluding discounts and deferred financing costs) by year were as follows (in millions):

			Maturities and Amortization By Year
			Total Due						2023						2024						2025						2026						2027						Thereafter
Secured Debt
Mortgage loans payable
Maturities			$	2,352.9					$	117.8					$	128.8					$	50.6					$	573.4					$	4.0					$	1,478.3
Principal amortization			879.4						55.6						56.4						54.2						46.2						40.5						626.5
Secured debt total			3,232.3						173.4						185.2						104.8						619.6						44.5						2,104.8
Unsecured Debt
Senior unsecured notes			1,800.0						—						—						—						—						—						1,800.0
Line of credit and other debt			2,133.6						10.0						9.8						1,058.6						1,055.2						—						—
Preferred equity - Sun NG Resorts - mandatorily redeemable			35.2						—						33.4						1.8						—						—						—
Preferred OP units - mandatorily redeemable			34.0						—						26.7						—						—						—						7.3
Total Unsecured Debt			4,002.8						10.0						69.9						1,060.4						1,055.2						—						1,807.3
Total Debt			$	7,235.1					$	183.4					$	255.1					$	1,165.2					$	1,674.8					$	44.5					$	3,912.1

Temporary Equity

Redeemable Preferred OP Units

Temporary equity includes preferred securities that are redeemable for cash at the holder's option or upon the occurrence of an event that is not solely within our control based on a fixed or determinable price. These securities are not mandatorily redeemable for cash nor do they contain a fixed maturity date. The following table sets forth the various series of redeemable preferred OP units that were outstanding as of December 31, 2022 and 2021 and the related terms, and summarizes the balance included on our Consolidated Balance Sheets (in millions, except for statistical information):

Description						OP Units Outstanding						Exchange Rate (1)						Annual Distribution Rate (2)						Cash Redemption (3)						Redemption Period						December 31, 2022						December 31, 2021
Series D preferred OP units						488,958						0.8000						4.0		%				Holder's Option						Any time after earlier of January 31, 2024 or death of holder						$	48.1					$	49.0
Series F preferred OP units						90,000						0.6250						3.0		%				Holder's Option						Any time after earlier of May 14, 2025 or death of holder						8.7						8.8
Series G preferred OP units						240,710						0.6452						3.2		%				Holder's Option						Any time after earlier of September 30, 2025 or death of holder						24.4						24.8
Series H preferred OP units						581,367						0.6098						3.0		%				Holder's Option						Any time after earlier of October 30, 2025 or death of holder						56.7						57.4
Series I preferred OP units (4)						—						0.6098						3.0		%				Holder's Option						Any time after earlier of December 31, 2025 or death of holder						—						93.7
Series J preferred OP units						240,000						0.6061						2.85		%				Holder's Option						During the 30-day period following a change of control of the Company or any time after April 21, 2026						23.6						23.9
Total						1,641,035																														$	161.5					$	257.6

(1) Exchange rates are subject to adjustment upon stock splits, recapitalizations and similar events. The exchange rates of certain series of OP units are approximated to four decimal places.

(2) Distributions are payable on the issue price of each OP unit which is $ 100.00 per unit for all these preferred OP units.

(3) The redemption price for each preferred OP unit redeemed will be equal to its issue price plus all accrued but unpaid distributions.

(4) All of our outstanding series I preferred OP units converted during the year ended December 31, 2022.

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Redeemable Equity Interests

The following table summarizes the redeemable equity interests included in Temporary Equity on our Consolidated Balance Sheets (in millions):

Equity Interest						Description						December 31, 2022						December 31, 2021
FPG Sun Moreno Valley 66 LLC						In connection with the investment in land for future development in the city of Moreno Valley, California, at the property known as FPG Sun Moreno Valley 66 LLC						$	0.1					$	0.1
Solar Energy Project CA II LLC						A joint venture that operates and maintains solar energy equipment in select California communities						4.2						0.5
Solar Energy Project LLC						A joint venture that operates and maintains solar energy equipment in select California communities						1.9						1.6
Solar Energy Project III LLC						A joint venture that operates and maintains solar energy equipment in select Arizona and California communities						0.3						—
FPG Sun Menifee 80 LLC						In connection with the investment in land for future development in the city of Menifee in California, at the property known as FPG Sun Menifee 80 LLC						0.1						0.1
NG Sun Whitewater LLC						In connection with the investment in land at the property known as Whitewater						3.2						4.3
NG Sun LLC						In connection with the investment in Sun NG Resorts, a joint venture that operates a portfolio of RV communities in the U.S.						31.1						24.7
NG Sun Beaver Brook LLC						In connection with the investment in Sun NG Beaver Brook LLC, a joint venture that operates one RV communities in the U.S.						0.5						—
Total												$	41.4					$	31.3

Equity Interest - NG Sun LLC - In June 2018, in connection with the investment in Sun NG Resorts, unrelated third parties purchased $ 6.5 million of Series B preferred equity interests and $ 15.4 million of common equity interests in Sun NG Resorts (herein jointly referred to as "Equity Interest - NG Sun LLC"). In April and September 2020, in connection with certain acquisitions, $ 3.0 million of Series B preferred equity interests were converted to common equity interests. The Series B preferred equity interests carry a preferred return at a rate that, at any time, is equal to the interest rate on Sun NG Resorts' indebtedness at such time. The current rate of return is 5.0 %. The Equity Interest - NG Sun LLC does not have a fixed maturity date and can be redeemed in the fourth quarters of 2024, 2025 or 2026 at the holders' option. Sun NG LLC, our subsidiary, has the right during certain periods each year, with or without cause, or for cause at any time, to elect to buy NG Sun LLC's interest. During a limited period in 2024, NG Sun LLC has the right to put its interest to Sun NG LLC. If either party exercises its option, the property management agreement will be terminated, and we are required to purchase the remaining interests of NG Sun LLC and the property management agreement at fair value. In December 2021, the operating agreement was amended and we paid Sun NG Resorts a contingent consideration earnout in the amount of $ 38.3 million. The contingent consideration payment was recognized as an additional purchase price payment within Land improvements and buildings in the Consolidated Balance Sheets, and within Acquisition of properties, net of cash acquired in the Consolidated Statement of Cash Flows. The Equity Interest - NG Sun LLC balance was $ 31.1 million and $ 24.7 million as of December 31, 2022 and 2021, respectively. Refer to Note 7, "Consolidated Variable Interest Entities," and Note 8, "Debt and Line of Credit," for additional information.

Equity Interest - Solar Energy Project III LLC - In November 2022, as the managing member, we entered into a joint venture with SC CA Investor II, LLC to operate and maintain solar energy equipment in select Arizona and California communities. SC CA Investor II, LLC will make an equity contribution of $ 2.5 million (referred to as "Equity Interest - Solar Energy Project III LLC"), and we will make an equity contribution of $ 5.8 million. Per the contractual terms of the arrangement, SC CA Investor II, LLC can elect to have us purchase its interest for an agreed upon exercise price at any time after the last day of the 60th full calendar month following the placed in-service date. Terms of the agreement are dependent on final project costs. The Equity Interest - Solar Energy Project III LLC balance was $ 0.3 million as of December 31, 2022. Refer to Note 7, "Consolidated Variable Interest Entities," for additional information.

Permanent Equity

Universal Shelf Registration Statement

In April 2021, we filed a new universal shelf registration statement on Form S-3 with the SEC. The shelf registration statement was deemed automatically effective and provides for the registration of unspecified amounts of equity and debt securities. We have the authority to issue 200,000,000 shares of capital stock, of which 180,000,000 shares are common stock and 20,000,000 are shares of preferred stock, par value $ 0.01 per share. As of December 31, 2022, we had 124,044,803 shares of common stock issued and outstanding and no shares of preferred stock were issued and outstanding.

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Public Equity Offerings

In November 2021, we entered into two forward sale agreements relating to an underwritten registered public offering of 4,025,000 shares of our common stock at a public offering price of $ 185.00 per share and completed the offering on November 18, 2021 (the "November 2021 Forward Sale Agreements"). We did not initially receive any proceeds from the sale of shares of our common stock by the forward purchaser or its affiliates. In April 2022, we completed the physical settlement of the 4,025,000 shares of common stock and received aggregate net proceeds of $ 705.4 million. We used the net proceeds to repay borrowings outstanding under our Senior Credit Facility, and for working capital and general corporate purposes.

In March 2021, we priced a $ 1.1 billion underwritten public offering of an aggregate of 8,050,000 shares at a public offering price of $ 140.00 per share, before underwriting discounts and commissions. The offering consisted of 4,000,000 shares offered directly by us and 4,050,000 shares offered under a forward equity sales agreement. We sold the 4,000,000 shares on March 9, 2021 and received net proceeds of $ 537.6 million after deducting expenses related to the offering. In May and June 2021, we completed the physical settlement of the remaining 4,050,000 shares and received net proceeds of $ 539.7 million after deducting expenses related to the offering. Proceeds from the offering were used to acquire assets and pay down borrowings under our revolving line of credit.

At the Market Offering Sales Agreement

In December 2021, we entered into an At the Market Offering Sales Agreement with certain sales agents and forward sellers pursuant to which we may sell, from time to time, up to an aggregate gross sales price of $ 1.25 billion of our common stock (the "Sales Agreement"), through the sales agents, acting as our sales agents or, if applicable, as forward sellers, or directly to the sales agents as principals for their own accounts. The sales agents and forward sellers are entitled to compensation in an agreed amount not to exceed 2.0 % of the gross price per share for any shares sold under the Sales Agreement. We simultaneously terminated our prior sales agreement upon entering into the Sales Agreement. Through December 2022, we had entered into forward sales agreements under our Sales Agreement for an aggregate gross sales price of $ 160.6 million.

During the three months ended September 30, 2022, we entered into forward sale agreements with respect to 15,000 shares of common stock under our Sales Agreement for $ 2.6 million. Additionally, we settled all of our outstanding forward sale agreements with respect to 1,526,212 shares of common stock which includes 620,109 ; 600,503 ; 290,600 ; and 15,000 shares of common stock from the three months ended December 31, 2021, March 31, June 30 and September 30, 2022 forward sale agreements, respectively. The net proceeds of $ 275.5 million from the settlement of these forward sale agreements were used to repay borrowings outstanding under our Senior Credit Facility.

During the three months ended June 30, 2022, we completed the physical settlement of 1,200,000 shares of common stock under our prior at the market offering program and received net proceeds of $ 229.5 million. Additionally, we entered into forward sales agreements with respect 290,600 shares of common stock for $ 50.1 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended September 30, 2022.

During the three months ended March 31, 2022, we entered into forward sales agreements with respect to 600,503 shares of common stock for $ 107.9 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended September 30, 2022.

During the year ended December 31, 2021, we entered into forward sale agreements with respect to 1,820,109 shares of common stock under our prior at the market offering program for $ 356.5 million. We completed the physical settlement of 1,200,000 and 620,109 shares of common stock during the three months ended June 30, 2022 and September 30, 2022, respectively.

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Issuances of Common Stock and OP Units in Connection with the Acquisition of Certain Properties

Issuances of Common Stock

In April 2022, we issued 186,044 shares of common stock with a value of $ 33.9 million in connection with the acquisition of Park Holidays.

Issuances of Common OP Units

Year Ended December 31, 2022 and 2021

Common OP Units Issued

Related Acquisition

May 2022

10,854

(1)

Rudgate

May 2022

5,605

Kittery Point

February 2022

14,683

Jarrett Bay Boatworks

December 2021

17,707

Haas Lake RV Campground

(1) During the three months ended June 30, 2022, we acquired the noncontrolling equity interest held by third parties in Rudgate for a total purchase price of $ 3.1 million. As consideration, we issued 10,854 common OP units and paid the remainder of the purchase price in cash. The acquisition resulted in the Company owning a 100 % controlling interest in Rudgate. Refer to Note 7, "Consolidated Variable Interest Entities," for additional information.

Issuances of Preferred OP Units

Issuance of Series E Preferred OP Units - In January 2020, we issued 90,000 Series E preferred OP units in connection with the acquisition of Sun Outdoors Cape Cod. The Series E preferred OP units have a stated issuance price of $ 100.00 per OP unit and carry a preferred return of 5.25 % until the second anniversary of the issuance date. Commencing with the second anniversary of the issuance date, the Series E preferred OP units carry a preferred return of 5.5 %. Commencing with the first anniversary of the issuance date, subject to certain limitations, each Series E preferred OP unit can be exchanged for our common stock equal to the quotient obtained by dividing $ 100.00 by $ 145.00 (as such ratio is subject to adjustments for certain capital events). As of December 31, 2022, 80,000 Series E preferred OP units were outstanding.

Conversions

Conversions to Common Stock - Subject to certain limitations, holders can convert certain series of OP units to shares of our common stock at any time. Below is the activity of conversions during the years ended December 31, 2022 and 2021:

												Year Ended
												December 31, 2022												December 31, 2021
Series						Conversion Rate						Units / Shares Converted						Common Stock (1)						Units / Shares Converted						Common Stock (1)
Aspen preferred OP units						Various (2)						25,000						8,007						—						—
Common OP units						1.0000						150,393						150,393						86,364						86,364
Series A-1 preferred OP units						2.4390						67,476						164,566						19,710						48,067
Series C preferred OP units						1.1100						150						166						140						155
Series E preferred OP units						0.6897						10,000						6,896						—						—
Series H preferred OP units						0.6098						40						24						—						—
Series I preferred OP units						0.6098						922,000						562,195						—						—

(1) Calculation may yield minor differences due to rounding incorporated in the above numbers.

(2) Refer to Note 8, "Debt and Line of Credit," for additional detail on Aspen preferred OP unit conversions.

Distributions

Distributions declared for the three months ended December 31, 2022 were as follows:

Common Stock, Common OP units and Restricted Stock Distributions

Record Date

Payment Date

Distribution Per Share

Total Distribution (in Millions)

December 31, 2022

12/30/2022

1/17/2023

$

0.88

$

111.3

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As of December 31, 2022, we had two share-based compensation plans: the Sun Communities, Inc. 2015 Equity Incentive Plan (as amended, the "2015 Equity Incentive Plan") and the First Amended and Restated 2004 Non-Employee Director Option Plan (as amended, the "2004 Non-Employee Director Option Plan"). We believe granting equity awards will provide certain executives, key employees and directors additional incentives to promote our financial success and promote employee and director retention by providing an opportunity to acquire or increase the direct proprietary interest of those individuals in our operations and future. Time based awards for directors generally vest over three years . Time based awards for key employees and executives generally vest over five years . Market condition awards for executives generally vest after three years .

Restricted Stock

The majority of our share-based compensation is awarded as service vesting restricted stock grants to executives and key employees. We have also awarded restricted stock to our non-employee directors. We measure the fair value associated with these awards using the closing price of our common stock as of the grant date to calculate compensation cost. Employee awards typically vest over several years and are subject to continued employment by the employee. Award recipients receive distribution payments on unvested shares of restricted stock.

First Amendment to the 2015 Equity Incentive Plan

At our 2022 Annual Meeting on May 17, 2022, our shareholders approved the First Amendment to the 2015 Equity Incentive Plan. This amendment increased the number of shares of common stock that may be issued under the 2015 Equity Incentive Plan to 4,750,000 . As of December 31, 2022, there were 3,124,561 shares available for future issuance.

UK Sub-Plan

In April 2022, the Board of Directors adopted the UK Sub-Plan under the 2015 Equity Incentive Plan, which is solely applicable to employee participants located in the UK, and establishes certain rules and limitations for participation in the 2015 Equity Incentive Plan by UK employees for the purpose of complying with applicable UK laws.

Non-Employee Director Plans

2021 Non-Employee Directors Deferred Compensation Plan - In November 2021, we adopted the 2021 Non-Employee Directors Deferred Compensation Plan ("2021 Deferred Compensation Plan"). The 2021 Deferred Compensation Plan entitles a non-employee director to annually submit an election to defer all or a portion of his or her eligible share-based and cash compensation, effective starting January 2022.

2004 Non-Employee Director Option Plan - The director option plan was approved by our shareholders at the Annual Meeting of Shareholders held on July 19, 2012. The director option plan amended and restated in its entirety our 2004 Non-Employee Director Stock Option Plan. At the Annual Meeting of the Shareholders held on May 17, 2018, the shareholders approved the First Amendment to the Sun Communities, Inc. First Amended and Restated 2004 Non-Employee Director Option Plan to increase the number of authorized shares under the plan by 200,000 shares.

The types of awards that may be granted under the director option plan are options, restricted stock and OP units. Only non-employee directors are eligible to participate in the director option plan. The maximum number of options, restricted stock and OP units that may be issued under the director option plan is 375,000 shares. As of December 31, 2022, 157,965 shares remained available for future issuance.

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During the years ended December 31, 2022 and 2021, shares were granted as follows:

Grant Period						Type						Plan						Shares Granted						Grant Date Fair Value Per Share						Vesting Type
2022						Key Employees						2015 Equity Incentive Plan						203,210						$	179.23		(1)			Time Based
2022						Executive Officers						2015 Equity Incentive Plan						66,000						$	178.20		(1)			Time Based
2022						Executive Officers						2015 Equity Incentive Plan						91,500						$	124.88		(2)			Market Condition (3)
2022						Directors						2004 Non-Employee Director Option Plan						11,900						$	197.00		(1)			Time Based
2021						Key Employees						2015 Equity Incentive Plan						93,910						$	147.98		(1)			Time Based
2021						Executive Officers						2015 Equity Incentive Plan						83,888						$	157.79		(1)			Time Based
2021						Executive Officers						2015 Equity Incentive Plan						101,100						$	93.41		(2)			Market Condition (3)
2021						Directors						2004 Non-Employee Director Option Plan						11,709						$	148.28		(1)			Time Based

(1) Represents the weighted average fair value per share of the closing price of our common stock on the dates the shares were awarded.

(2) Represents the weighted average fair value per share of the Monte Carlo simulation fair value price of our market condition awards on the dates the shares were awarded.

(3) Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest using a Monte Carlo simulation to determine fair value.

The following table summarizes our restricted stock activity for the years ended December 31, 2022, 2021 and 2020 (in millions, except share and per share data):

			Number of Shares						Weighted Average Grant Date Fair Value						Fair Value of Shares Vested
Unvested restricted shares at January 1, 2020			813,041						$	83.10
Granted			261,731						$	144.89
Vested			( 258,280 )						$	73.47					$	19.0
Forfeited			( 5,678 )						$	111.04
Unvested restricted shares at December 31, 2020			810,814						$	105.92
Granted			290,607						$	131.84
Vested			( 305,747 )						$	91.06					$	27.8
Forfeited			( 7,654 )						$	113.02
Unvested restricted shares at December 31, 2021			788,020						$	121.18
Granted			372,610						$	166.27
Vested			( 278,359 )						$	106.98					$	29.8
Forfeited			( 27,504 )						$	157.11
Unvested restricted shares at December 31, 2022			854,767						$	144.19

Stock based compensation expense for restricted stock reported in General and Administrative Expenses in the accompanying Consolidated Statements of Operations was $ 37.6 million, $ 28.0 million and $ 22.7 million for the years ended December 31, 2022, 2021 and 2020.

The remaining unrecognized share-based compensation cost, net related to our unvested restricted shares, which includes estimated forfeitures, as of December 31, 2022 was approximately $ 81.6 million and is expected to be recognized over a weighted average period of 1.7 years. Forfeitures are estimated at the grant date and are included monthly within compensation cost. The following table summarizes our expected share-based compensation cost, net related to our unvested restricted shares, in millions:

			2023						2024						2025						Thereafter
Expected share-based compensation costs, net			$	31.6					$	23.5					$	14.9					$	11.6

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A presentation of our segment financial information is summarized as follows (amounts in millions):

			Year Ended
			December 31, 2022																								December 31, 2021																								December 31, 2020
			MH						RV						Marina						Consolidated						MH						RV						Marina						Consolidated						MH						RV						Marina						Consolidated
Operating revenues			$	1,422.8					$	689.9					$	786.9					$	2,899.6					$	1,059.7					$	606.4					$	564.1					$	2,230.2					$	902.3					$	421.1					$	47.6					$	1,371.0
Operating expenses / Cost of sales			661.1						359.6						498.4						1,519.1						438.7						318.8						351.8						1,109.3						362.6						221.2						30.1						613.9
NOI			$	761.7					$	330.3					$	288.5					$	1,380.5					$	621.0					$	287.6					$	212.3					$	1,120.9					$	539.7					$	199.9					$	17.5					$	757.1
Adjustments to arrive at net income
Interest income																					35.2																								12.2																								10.1
Brokerage commissions and other revenues, net																					34.9																								30.2																								17.2
General and administrative expense																					( 256.8 )																								( 181.3 )																								( 109.5 )
Catastrophic event-related charges, net																					( 17.5 )																								( 2.2 )																								( 0.9 )
Business combination expense, net																					( 24.7 )																								( 1.4 )																								( 23.0 )
Depreciation and amortization																					( 604.8 )																								( 522.7 )																								( 376.9 )
Loss on extinguishment of debt (see Note 8)																					( 4.4 )																								( 8.1 )																								( 5.2 )
Interest expense																					( 229.8 )																								( 158.6 )																								( 129.1 )
Interest on mandatorily redeemable preferred OP units / equity																					( 4.2 )																								( 4.2 )																								( 4.2 )
Gain / (loss) on remeasurement of marketable securities																					( 53.4 )																								33.5																								6.1
Gain / (loss) on foreign currency exchanges																					5.4																								( 3.7 )																								7.7
Gain on dispositions of properties																					12.2																								108.1																								5.6
Other expense, net																					( 2.1 )																								( 12.1 )																								( 5.2 )
Gain / (loss) on remeasurement of notes receivable																					( 0.8 )																								0.7																								( 3.3 )
Income from nonconsolidated affiliates (see Note 6)																					2.9																								4.0																								1.7
Loss on remeasurement of investment in nonconsolidated affiliates																					( 2.7 )																								( 0.2 )																								( 1.6 )
Current tax expense (see Note 12)																					( 10.3 )																								( 1.2 )																								( 0.8 )
Deferred tax benefit / (expense) (see Note 12)																					4.2																								( 0.1 )																								1.6
Net Income																					263.8																								413.8																								147.4
Less: Preferred return to preferred OP units / equity interests																					11.0																								12.1																								6.9
Less: Income attributable to noncontrolling interests																					10.8																								21.5																								8.9
Net Income Attributable to SUI Common Shareholders																					$	242.0																							$	380.2																							$	131.6

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We have elected to be taxed as a REIT pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended ("Code"). In order for us to qualify as a REIT, at least 95.0 % of our gross income in any year must be derived from qualifying sources. In addition, a REIT must distribute annually at least 90.0 % of its REIT taxable income (calculated without any deduction for dividends paid and excluding capital gain) to its shareholders and meet other tests.

Qualification as a REIT involves the satisfaction of numerous requirements (on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the area of REIT taxation, which requires us to continually monitor our tax status. We analyzed the various REIT tests and confirmed that we continued to qualify as a REIT for the year ended December 31, 2022.

As a REIT, we generally will not be subject to U.S. federal income taxes at the corporate level on the ordinary taxable income we distribute to our shareholders as dividends. If we fail to qualify as a REIT in any taxable year, our taxable income could be subject to U.S. federal income tax at regular corporate rates. Even if we qualify as a REIT, we may be subject to certain state and local income taxes, as well as U.S. federal income and excise taxes on our undistributed income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes. We are also subject to local income taxes in Canada, Puerto Rico and the UK due to certain properties located in those jurisdictions. We do not provide for withholding taxes on our undistributed earnings from our Canadian subsidiaries as they are reinvested and will continue to be reinvested indefinitely outside of the U.S. However, we are subject to Australian withholding taxes on distributions from our investment in Ingenia Communities Group. As currently structured, we are not subject to UK withholding taxes on distributions from our UK properties.

For income tax purposes, distributions paid to common shareholders consist of ordinary income, capital gains, and return of capital. For the years ended December 31, 2022, 2021 and 2020, distributions paid per share were taxable as follows (unaudited / rounded):

			Year Ended
			December 31, 2022												December 31, 2021												December 31, 2020
			Amount						Percentage						Amount						Percentage						Amount						Percentage
Ordinary income (1)			$	2.55					73.62		%				$	2.31					70.47		%				$	2.14					68.54		%
Capital gain			—						—		%				—						—		%				0.06						1.92		%
Return of capital			0.92						26.38		%				0.97						29.53		%				0.92						29.54		%
Total distributions declared			$	3.47					100.00		%				$	3.28					100.00		%				$	3.12					100.00		%

(1) 98.9356 % of the ordinary taxable dividend qualifies as a Section 199A dividend for 2022 and 1.0644 % of the ordinary taxable dividend qualifies as a Qualified Dividend for 2022.

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The components of our provision / (benefit) for income taxes attributable to continuing operations for the years ended December 31, 2022, 2021 and 2020 are as follows (amounts in millions):

			Year Ended
			December 31, 2022						December 31, 2021						December 31, 2020
Federal
Current			$	—					$	—					$	( 0.8 )
Deferred			—						—						( 0.6 )
State and Local
Current			2.3						1.1						1.5
Deferred			—						( 0.1 )						—
Foreign
Current			8.0						0.1						0.1
Deferred			( 4.2 )						0.2						( 1.0 )
Total provision / (benefit)			$	6.1					$	1.3					$	( 0.8 )

A reconciliation of the provision / (benefit) for income taxes with the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the years ended December 31, 2022, 2021 and 2020 is as follows (amounts in millions):

			Year Ended
			December 31, 2022												December 31, 2021												December 31, 2020
Pre-tax income / (loss) attributable to taxable subsidiaries			$	11.4											$	( 5.2 )											$	8.4
Federal provision / (benefit) at statutory tax rate			2.4						21.0		%				( 1.1 )						21.0		%				( 1.8 )						21.0		%
State and local taxes, net of federal benefit			0.7						6.5		%				0.2						( 3.8 )		%				0.7						( 8.6 )		%
Rate differential			( 0.4 )						( 3.5 )		%				0.1						( 2.7 )		%				( 0.2 )						2.8		%
Change in valuation allowance			2.8						24.5		%				3.4						( 65.0 )		%				1.3						( 15.8 )		%
Others			( 1.0 )						( 8.5 )		%				( 2.1 )						39.8		%				( 1.6 )						19.5		%
Tax provision / (benefit) - taxable subsidiaries			4.5						40.0		%				0.5						( 10.7 )		%				( 1.6 )						18.9		%
Other state taxes - flow through subsidiaries			1.6												0.8												0.8
Total provision / (benefit)			$	6.1											$	1.3											$	( 0.8 )

Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the basis of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced, if necessary, by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence. Our temporary differences primarily relate to net operating loss carryforwards, and depreciation and basis differences between tax and GAAP. Our deferred tax assets that have a full valuation allowance relate to our taxable REIT subsidiaries.

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The deferred tax assets and liabilities included in the Consolidated Balance Sheets are comprised of the following tax effects of temporary differences and based on the most recent tax rate legislation (amounts in millions):

			As of
			December 31, 2022						December 31, 2021						December 31, 2020
Deferred Tax Assets
NOL carryforwards			$	25.9					$	26.2					$	19.5
Depreciation and basis differences			26.0						23.7						32.9
Restricted interest carryforwards			25.2						—						—
Other			4.9						0.1						( 0.6 )
Gross deferred tax assets			82.0						50.0						51.8
Valuation allowance			( 49.8 )						( 47.0 )						( 44.0 )
Net deferred tax assets (1)			32.2						3.0						7.8
Deferred Tax Liabilities
Basis differences - US assets			—						( 1.2 )						( 5.7 )
Basis differences - foreign investment (2)			( 340.8 )						( 22.5 )						( 22.7 )
Gross deferred tax liabilities (3)			( 340.8 )						( 23.7 )						( 28.4 )
Net Deferred Tax Liability			$	( 308.6 )					$	( 20.7 )					$	( 20.6 )

(1) Net deferred tax assets are included within Other assets, net in our Consolidated Balance Sheets.

(2) Balance as of December 31, 2022 relates to basis differences in our foreign investments in properties in the UK and Canada.

(3) Gross deferred tax liabilities are included within Other liabilities in our Consolidated Balance Sheets.

Our U.S. taxable REIT subsidiaries operating loss carryforwards are $ 120.8 million, or $ 25.1 million after tax, including SHS loss carryforwards of $ 118.2 million, or $ 24.8 million after tax, as of December 31, 2022. The loss carryforwards will begin to expire in 2023 through 2035 if not offset by future taxable income. In addition, our Canadian subsidiaries have operating loss carryforwards of $ 3.1 million, or $ 0.8 million after tax, as of December 31, 2022. The loss carryforwards will begin to expire in 2036 through 2040 if not offset by future taxable income.

We had no unrecognized tax benefits as of December 31, 2022 and 2021. We expect no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2022.

We classify certain state taxes as income taxes for financial reporting purposes. We recorded a provision for state income taxes of $ 2.3 million for the year ended December 31, 2022, $ 1.1 million for the year ended December 31, 2021, and $ 1.5 million for the year ended December 31, 2020.

Our policy is to report income tax penalties and income tax related interest expense as a component of income tax expense. No interest or penalty associated with any unrecognized income tax provision or benefit was accrued, nor was any income tax related interest or penalty recognized during the years ended December 31, 2022, 2021 and 2020.

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Earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding during the period on a basic and diluted basis. We calculate diluted EPS using the more dilutive of the treasury stock method and the two-class method for stock option and restricted common shares, the treasury stock method for forward equity sales and the if converted method for convertible units.

From time to time, we enter into forward equity sales agreements, which are discussed in Note 9, "Equity and Temporary Equity." We considered the potential dilution resulting from the forward equity sales agreements on the EPS calculations. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered unless there is a physical settlement. Common shares issued upon the physical settlement of the forward equity sales agreements, weighted for the period these common shares are outstanding, are included in the denominator of basic EPS. To determine the dilution resulting from the forward equity sales agreements during the period of time prior to settlement, we calculate the number of weighted-average shares outstanding - diluted in accordance with the treasury stock method.

Our potentially dilutive securities include our potential common shares related to our forward equity offerings, our unvested restricted common shares, and our Operating Partnership outstanding common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units, Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred OP units, Series J preferred OP units and Aspen preferred OP Units, which, if converted or exercised, may impact dilution.

Diluted EPS considers the impact of potentially dilutive securities except when the potential common shares have an anti-dilutive effect. Our unvested restricted stock common shares contain rights to receive non-forfeitable distributions and participate equally with common stock with respect to distributions issued or declared, and thus, are participating securities, requiring the two-class method of computing EPS. In calculating the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average number of shares outstanding during the period. The two-class method determines EPS by (1) dividing the sum of distributed earnings allocated to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of shares of common stock outstanding for the period; and (2) dividing the sum of distributed earnings allocated to participating securities and undistributed earnings allocated to participating securities by the weighted average number of shares of participating securities for the period. The remaining potential dilutive common shares do not contain rights to distributions and are included in the computation of diluted EPS.

Computations of basic and diluted EPS were as follows (in millions, except per share data):

						Year Ended
						December 31, 2022						December 31, 2021						December 31, 2020
Numerator
Net Income Attributable to SUI Common Shareholders						$	242.0					$	380.2					$	131.6
Less: allocation to restricted stock awards						1.4						2.4						0.8
Basic earnings - Net Income attributable to common shareholders after allocation to restricted stock awards						$	240.6					$	377.8					$	130.8
Add: allocation to common and preferred OP units dilutive effect						4.7						8.6						—
Add: allocation to restricted stock awards						—						—						—
Diluted earnings - Net income attributable to common shareholders after allocation to common and preferred OP units (1)						$	245.3					$	386.4					$	130.8

Denominator
Weighted average common shares outstanding						$	120.2					$	112.6					$	97.5
Add: common shares dilutive effect: Forward Equity Offering						0.2						—						—
Add: dilutive restricted stock						—						—						—
Add: common and preferred OP units dilutive effect						2.5						2.5						—
Diluted weighted average common shares and securities (1)						$	122.9					$	115.1					$	97.5
EPS Available to Common Shareholders After Allocation
Basic EPS						$	2.00					$	3.36					$	1.34
Diluted EPS (1)						$	2.00					$	3.36					$	1.34

(1) For the years ended December 31, 2022, 2021 and 2020, diluted earnings per share was calculated using the two-class method for restricted stock awards as the application of this method resulted in a more diluted earnings per share during those periods.

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We have excluded certain convertible securities from the computation of diluted EPS because the inclusion of those securities would have been anti-dilutive for the periods presented. The following table presents the outstanding securities that were excluded from the computation of diluted EPS as of December 31, 2022, 2021 and 2020 (amounts in thousands):

			Year Ended
			December 31, 2022						December 31, 2021						December 31, 2020
Common OP units			—						—						2,607
A-1 preferred OP units			208						275						295
A-3 preferred OP units			40						40						40
Aspen preferred OP units			1,259						1,284						1,284
Series C preferred OP units			306						306						306
Series D preferred OP units			489						489						489
Series E preferred OP units			80						90						90
Series F preferred OP units			90						90						90
Series G preferred OP units			241						241						241
Series H preferred OP units			581						581						581
Series I preferred OP units			—						922						922
Series J preferred OP units			240						240						—
Total Securities			3,534						4,558						6,945

We hold treasury rate lock contracts, interest rate swaps, and forward swaps for interest rate risk management purposes. We do not enter into derivative instruments for speculative purposes.

During the three months ended June 30, 2022, in connection with the 2032 Notes issuance, we settled four 10 -year treasury rate lock contracts totaling $ 600.0 million and received a settlement payment of $ 35.3 million. As of the settlement date, the net accumulated gain included in AOCI is being reclassified into earnings as a reduction to interest expense on a straight-line basis over the 10 -year term of the hedged transaction.

During the year ended December 31, 2022, we entered into two treasury rate lock contracts and one forward swap contract with an aggregate notional value of $ 250.0 million to hedge interest rate risk associated with the future issuance of long-term debt. We also entered into two interest rate swap agreements to hedge variable rate borrowings of £ 400.0 million (equivalent to $ 483.6 million as of December 31, 2022) under the term loan on our Senior Credit Facility. The interest rate swaps locked in a total fixed rate, inclusive of spread, of 3.66 % through the term loan maturity date of April 7, 2025.

Refer to Note 20, "Subsequent Events," for information regarding additional derivatives transactions subsequent to year end.

The following table presents the gross fair value amounts of our derivative financial instruments and the associated notional amounts (in millions):

						December 31, 2022																		December 31, 2021
Derivatives designated as cash flow hedges						Notional						Fair Value of Assets (1)						Fair Value of Liabilities						Notional						Fair Value of Assets (1)						Fair Value of Liabilities
Interest rate derivatives						$	733.6					$	32.0					$	—					$	150.0					$	0.4					$	—

(1) Included within Other Assets, net on the Consolidated Balance Sheets.

Refer to Note 15, "Fair Value of Financial Instruments," for additional information related to the fair value methodology used for derivative financial instruments.

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The following table presents the gains on derivatives in cash flow hedging relationships recognized in Other Comprehensive Income (in millions):

						Year Ended
Derivatives designated as cash flow hedges						December 31, 2022						December 31, 2021						December 31, 2020
Interest rate derivatives						$	64.3					$	0.4					$	—

The following table presents the amount of gains on derivative instruments reclassified from Accumulated Other Comprehensive Income into earnings (in millions):

												Year Ended
Derivatives designated as cash flow hedges						Financial Statement Classification						December 31, 2022						December 31, 2021						December 31, 2020
Interest rate derivatives						Interest expense						$	1.3					$	—					$	—

Our financial instruments consist primarily of cash, cash equivalents and restricted cash, marketable securities, notes and other receivables, derivatives assets, debt, warrants and other liabilities. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to ASC 820, " Fair Value Measurements and Disclosures ."

Assets by Hierarchy Level

The table below sets forth our financial assets and liabilities (in millions) that required disclosure of fair value on a recurring basis as of December 31, 2022. The table presents the carrying values and fair values of our financial instruments as of December 31, 2022 and 2021, that were measured using the valuation techniques described in Note 1, "Significant Accounting Policies,". The table excludes other financial instruments such as other receivables and accounts payable as the carrying values associated with these instruments approximate their fair value since their maturities are less than one year. These are classified as Level 1 in the hierarchy.

						December 31, 2022
Financial Assets						Carrying Value						Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Fair Value
Cash, cash equivalents and restricted cash						$	90.4					$	90.4					$	—					$	—					$	90.4
Marketable securities						127.3						127.3						—						—						127.3
Installment notes receivable on manufactured homes, net						65.9						—						—						65.9						65.9
Notes receivable from real estate developers and operators						305.2						—						—						305.2						305.2
Derivative assets						32.0						—						32.0						—						32.0
Total assets measured at fair value						$	620.8					$	217.7					$	32.0					$	371.1					$	620.8
Financial Liabilities
Secured debt						$	3,217.8					$	—					$	3,217.8					$	—					$	2,814.1
Unsecured debt
Senior unsecured notes						1,779.6						—						1,779.6						—						1,432.7
Line of credit and other unsecured debt						2,199.8						—						2,199.8						—						2,199.8
Total unsecured debt						3,979.4						—						3,979.4						—						3,632.5
Other financial liabilities (contingent consideration)						20.2						—						—						20.2						20.2
Total liabilities measured at fair value						$	7,217.4					$	—					$	7,197.2					$	20.2					$	6,466.8

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						December 31, 2021
Financial Assets						Carrying Value						Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Fair Value
Cash, cash equivalents and restricted cash						$	78.2					$	78.2					$	—					$	—					$	78.2
Marketable securities						186.9						186.9						—						—						186.9
Installment notes receivable on manufactured homes, net						79.1						—						—						79.1						79.1
Notes receivable from real estate developers and operators						284.0						—						—						284.0						284.0
Derivative assets						0.4						—						0.4						—						0.4
Total assets measured at fair value						$	628.6					$	265.1					$	0.4					$	363.1					$	628.6
Financial Liabilities
Secured debt						$	3,380.7					$	—					$	3,380.7					$	—					$	3,405.9
Unsecured debt
Senior unsecured notes						1,186.4						—						1,186.4						—						1,201.8
Line of credit and other unsecured debt						1,104.7						—						1,104.7						—						1,104.7
Total unsecured debt						2,291.1						—						2,291.1						—						2,306.5
Other financial liabilities (contingent consideration) (1)						20.2						—						—						20.2						20.2
Total liabilities measured at fair value						$	5,692.0					$	—					$	5,671.8					$	20.2					$	5,732.6

(1) Balance updated during the three months ended March 31, 2022 to include contingent consideration related to a marina acquisition. This contingent consideration was included within Other liabilities on the Consolidated Balance Sheets at December 31, 2021.

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The following methods and assumptions were used in order to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash, Cash Equivalents and Restricted Cash

The carrying values of cash, cash equivalents and restricted cash approximate their fair market values due to the short-term nature of the instruments. These are classified as Level 1 in the hierarchy.

Marketable Securities

Marketable securities held by us and accounted for under ASC 321 " Investments - Equity Securities " are measured at fair value. Any change in fair value is recognized in the Consolidated Statement of Operations in Gain / (loss) on remeasurement of marketable securities in accordance with ASU 2016-01 " Financial Instruments - Overall (Subtopic 825-10): Recognition and measurement of financial assets and financial liabilities ." The fair value is measured by the quoted unadjusted share price which is readily available in active markets (Level 1).

The change in the marketable securities balance is as follows (in millions):

			Year Ended
			December 31, 2022						December 31, 2021
Beginning Balance			$	186.9					$	124.7
Additional purchases			—						35.5
Change in fair value measurement			( 53.4 )						33.4
Foreign currency translation adjustment			( 7.7 )						( 9.2 )
Dividend reinvestment, net of tax			1.5						2.5
Ending Balance			$	127.3					$	186.9

Installment Notes Receivable on Manufactured Homes

Installment notes receivable on manufactured homes are recorded at fair value and are measured using model-derived indicative pricing using primarily unobservable inputs, inclusive of default rates, interest rates and recovery rates (Level 3). Refer to Note 4, "Notes and Other Receivables," for additional information.

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Notes Receivable from Real Estate Developers and Operators

Notes receivable from real estate developers and operators are recorded at fair value and are measured using model-derived indicative pricing using primarily unobservable inputs including interest rates and counterparty performance (Level 3). The carrying values of the notes generally approximate their fair market values either due to the nature of the note and / or the note being secured by underlying collateral and / or personal guarantees. Refer to Note 4, "Notes and Other Receivables," for additional information.

Derivatives Assets - Interest Rate Derivatives

Interest rate derivatives are recorded at fair value and consist of treasury rate lock contracts, interest rate swaps and forward swaps. The fair value of these financial instruments are measured using observable inputs based on the 10 year Treasury note rate and the weighted average Daily SONIA Rate, respectively (Level 2).

Secured Debt

Secured debt consists primarily of our mortgage term loans. The fair value of mortgage term loans is based on the estimates of management and on rates currently quoted, rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). Refer to Note 8, "Debt and Line of Credit," for additional information.

Unsecured Debt

Senior unsecured notes - the fair value of senior unsecured notes is based on the estimates of management and on rates currently quoted, rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). Refer to Note 8, "Debt and Line of Credit," for additional information.

Line of credit and other unsecured debt - consists primarily of our Senior Credit Facility. We have variable rates on our Senior Credit Facility. The fair value of the debt with variable rates approximates carrying value as the interest rates of these amounts approximate market rates. The estimated fair value of our indebtedness as of December 31, 2022 approximated its gross carrying value.

Other Financial Liabilities

We estimate the fair value of contingent consideration liabilities based on valuation models using significant unobservable inputs that generally consider discounting of future cash flows using market interest rates and adjusting for non-performance risk over the remaining term of the liability (Level 3).

Level 3 Reconciliation, Measurements and Transfers

We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3. There were no transfers into or out of Level 3 during the year ended December 31, 2022. During the year ended December 31, 2021, our assessment resulted in a net transfer into Level 3 of $ 138.5 million related to installment notes receivable on manufactured homes and notes from real estate developers.

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The following tables summarize changes to our financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy for the year ended December 31, 2022 and 2021 (in millions):

			Year Ended
			December 31, 2022																		December 31, 2021
Assets:			Installment Notes Receivable on MH, net						Notes Receivable From Real Estate Developers and Operators						Warrants						Installment Notes Receivable on MH, net						Notes Receivable From Real Estate Developers and Operators
Level 3 beginning balance at December 31, 2022 and 2021			$	79.1					$	284.0					$	—					$	—					$	—
Transfer to level 3			—						—												85.9						52.6
Realized gains / (losses) (1)			( 0.8 )						—						( 3.4 )						0.7						—
Purchases and issuances			1.0						79.3						3.4						8.6						239.7
Sales and settlements			( 13.4 )						( 34.9 )						—						( 14.6 )						( 13.0 )
Dispositions of properties			—						—						—						( 1.9 )						—
Foreign currency exchange losses			—						( 23.3 )						—						—						—
Other adjustments			—						0.1						—						0.4						4.7
Level 3 ending balance at December 31, 2022 and 2021			$	65.9					$	305.2					$	—					$	79.1					$	284.0

			Year Ended
			December 31, 2022						December 31, 2021
Liabilities:			Other Liabilities (Contingent Consideration)						Other Liabilities (Contingent Consideration)
Level 3 beginning balance at December 31, 2022 and 2021			$	20.2					$	15.8
Realized losses (1)			—						9.3
Purchases and issuances			—						26.5
Sales and settlements			—						( 33.7 )
Other adjustments			—						2.3
Level 3 ending balance at December 31, 2022 and 2021			$	20.2					$	20.2

(1) Includes realized gains / losses recorded in earnings within the following line items on the Consolidated Income Statements: Warrants - Income from nonconsolidated affiliates; Installment Notes Receivable on MH, net - Gain / (loss) on remeasurement of notes receivable; Contingent Consideration - Other expense, net.

Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop fair value estimates. The fair value estimates are based on information available as of December 31, 2022. As such, our estimates of fair value could differ significantly from the actual carrying value.

Legal Proceedings

We are involved in various legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material adverse impact on our results of operations or financial condition.

Catastrophic Event-Related Charges

In September 2022, Hurricane Ian made landfall on Florida's western coast. The storm primarily affected three RV properties in the Fort Myers area, comprising approximately 2,500 sites. These properties sustained significant flooding and wind damage from the hurricane. At other affected MH and RV properties, most of the damage was limited to trees, roofs, fences, skirting and carports. At affected marina properties, seawalls, docks, buildings, and landscaping sustained wind and water damage.

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During the year ended December 31, 2022, we recognized charges totaling $ 72.2 million comprised of $ 43.6 million for debris and tree removal, common area repairs and minor flooding damage, as well as $ 28.6 million for impaired assets, comprised of $ 22.5 million primarily in the RV segment and $ 6.1 million in the Marina segment. These charges were partially offset by estimated insurance recoveries of $ 54.9 million, resulting in net charges of $ 17.3 million related to Hurricane Ian, recognized as Catastrophic event-related charges, net in our Consolidated Statements of Operations for the year ended December 31, 2022.

We maintain property, casualty, flood and business interruption insurance for our community portfolio, subject to customary deductibles and limits. As of December 31, 2022, we had not received any insurance recoveries. Refer to Note 20, "Subsequent Events," for information regarding insurance recoveries received subsequent to year end.

The foregoing estimates are based on current information available, and we continue to assess these estimates. Actual charges and insurance recoveries could vary significantly from these estimates. Any changes to these estimates will be recognized in the period(s) in which they are determined.

Lessee Accounting

We lease land under non-cancelable operating leases at certain MH, RV and marina properties expiring at various dates through 2085. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of revenues at those properties. We also have other operating leases, primarily office space and equipment expiring at various dates through 2027.

Future minimum lease payments under non-cancellable leases as of December 31, 2022 where we are the lessee include:

Maturity of Lease Liabilities (in millions)						Operating Leases						Finance Leases						Total
2023						$	13.6					$	1.0					$	14.6
2024						13.6						4.6						18.2
2025						13.2						0.5						13.7
2026						11.6						0.5						12.1
2027						9.6						0.5						10.1
Thereafter						237.6						21.8						259.4
Total Lease Payments						$	299.2					$	28.9					$	328.1
Less: Imputed interest						( 138.9 )						( 13.9 )						( 152.8 )
Present Value of Lease Liabilities						$	160.3					$	15.0					$	175.3

Right-of-use ("ROU") assets and lease liabilities for finance and operating leases as included in our Consolidated Balance Sheets are as follows (in millions):

						Financial Statement Classification						As of
Description												December 31, 2022						December 31, 2021
Lease Assets
Finance lease, ROU asset, net of accumulated amortization						Investment property, net						$	32.2					$	4.3
Operating lease, ROU asset, net						Other assets, net						$	189.4					$	138.2
Below market operating leases, net						Other assets, net						$	90.9					$	93.1
Lease Liabilities
Finance lease liabilities						Other liabilities						$	15.0					$	4.2
Operating lease liabilities						Other liabilities						$	160.3					$	129.2

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Lease expense for finance and operating leases, and variable and short term lease costs as included in our Consolidated Statements of Operations are as follows (in millions):

												Year Ended
Description						Financial Statement Classification						December 31, 2022						December 31, 2021						December 31, 2020
Finance Lease Expense
Amortization of ROU assets						Depreciation and amortization						$	2.7					$	—					$	—
Interest on lease liabilities						Interest expense						0.5						0.2						0.1
Operating lease cost						General and administrative expense, Property operating and maintenance, Depreciation and amortization						8.5						11.4						4.3
Operating lease impairment (1)						Other expense, net						4.0						—						—
Variable lease cost						Property operating and maintenance						2.9						6.6						2.3
Short term lease cost						Property operating and maintenance						0.1						0.2						—
Total Lease Expense												$	18.7					$	18.4					$	6.7

(1) Refer to Note 1, "Significant Accounting Policies," for additional detail.

Lease term, discount rates and additional information for finance and operating leases are as follows:

						As of
Lease Term and Discount Rate						December 31, 2022
Weighted-average Remaining Lease Terms (years)
Finance lease						37.87
Operating lease						33.97
Weighted-average Discount Rate
Finance lease						3.38		%
Operating lease						3.80		%

						Year Ended
Other Information (in millions)						December 31, 2022						December 31, 2021						December 31, 2020
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flow from operating leases						$	12.1					$	6.6					$	2.7
Financing cash flow from finance leases						6.2						0.3						0.1
Total Cash Paid On Lease Liabilities						$	18.3					$	6.9					$	2.8

During the quarter ended December 31, 2022, we vacated certain of our leased spaces to better align with our needs and workplace strategies. As a result, we impaired the corresponding operating lease right of use assets, resulting in a charge of $ 4.0 million recorded within Other expense, net within the Consolidated Statement of Operations.

Lessor Accounting

We are not the lessor for any finance leases at our MH, RV or marina properties as of December 31, 2022.

Nearly all of our operating leases at our MH and RV properties where we are the lessor are either month to month or for a time period not to exceed one year. As of December 31, 2022, future minimum lease payments would not exceed 12 months.

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Future minimum lease payments under non-cancellable leases at our RV communities and marinas at the year ended December 31, 2022 where we are the lessor include:

Maturity of Lease Payments (in millions)						Operating Leases
2023						$	26.7
2024						17.0
2025						8.9
2026						5.1
2027						4.4
Thereafter						40.7
Total Undiscounted Cash Flows						$	102.8

The components of lease income for our operating leases, as included in our Consolidated Statements of Operations are as follows (in millions):

																		Year Ended
Description						Financial Statement Classification																		December 31, 2022						December 31, 2021						December 31, 2020
Operating Leases
Fixed lease income						Income from real property; Brokerage commissions and other revenue, net																		$	28.9					$	23.0					$	3.3
Variable lease income (1)						Income from real property; Brokerage commissions and other revenue, net																		$	2.9					$	5.7					$	2.0

(1) Consists of rent primarily based on a percentage of acquisition costs and net operating income.

During the year ended December 31, 2021, we terminated our operating ground lease agreements at two properties and settled a contingent consideration earn-out provision in the amount of $ 17.2 million. As these properties were deemed asset acquisitions, the contingent consideration payment was recognized as an additional purchase price within Land improvements and buildings in the Consolidated Balance Sheets, and within Acquisition of properties, net of cash acquired, in the Consolidated Statement of Cash Flows.

In conjunction with the termination, we entered into management agreements with the previous operators to manage these properties effective January 1, 2022.

During the year ended December 31, 2021, we terminated our operating ground lease agreement at one property and settled a contingent consideration earnout provision in the amount of $ 20.1 million. The initial contingent consideration liability of $ 9.8 million was recognized at acquisition within Investment property in the Consolidated Balance Sheets, and within financing in the Consolidated Statement of Cash Flows. As this property was deemed a business combination, incremental contingent consideration expense of $ 10.3 million was recognized within Other expense, net in the Consolidated Statement of Operations and within Operating in the Consolidated Statement of Cash Flows. In conjunction with the termination, we entered into a management agreement with the previous operator to manage the property effective January 1, 2022.

Failed Sale Leaseback

In connection with our acquisition of Park Holidays, we assumed ground lease arrangements for 34 UK properties that we concluded to be failed sale-leaseback transactions under ASC Topic 842, " Leases ." The arrangements have maturities ranging from 2117 through 2197 with an option to repurchase for £ 1.00 at the end of the term. The obligation related to the underlying ground leases has been recorded as a financial liability of $ 339.7 million as of December 31, 2022. The financial liability is recorded within Other Liabilities on the Consolidated Balance Sheets. The following table presents the future minimum rental payments for this financial liability as of December 31, 2022:

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Lease of Executive Offices - Gary A. Shiffman, together with certain of his family members, indirectly owns an equity interest of approximately 28.1 % in American Center LLC, the entity from which we lease office space for our principal executive offices. Each of Brian M. Hermelin, Ronald A. Klein and Arthur A. Weiss indirectly owns less than one percent interest in American Center LLC. Mr. Shiffman is our Chief Executive Officer and Chairman of the Board. Each of Mr. Hermelin, Mr. Klein and Mr. Weiss is a director of the Company. Under this agreement, we lease approximately 60,261 rentable square feet of permanent space. The lease agreement includes annual graduated rent increases through the initial end date of October 31, 2026. As of December 31, 2022, the average gross base rent was $ 20.45 per square foot. Each of Mr. Shiffman, Mr. Hermelin, Mr. Klein and Mr. Weiss may have a conflict of interest with respect to his obligations as our officer and / or director and his ownership interest in American Center LLC.

Use of Airplane - Gary A. Shiffman is the beneficial owner of an airplane that we use from time to time for business purposes. During the years ended December 31, 2022, 2021 and 2020, we paid $ 0.7 million, $ 0.7 million and $ 0.3 million for the use of the airplane, respectively. Mr. Shiffman may have a conflict of interest with respect to his obligations as our officer and director and his ownership interest in the airplane.

Telephone Services - Brian M. Hermelin is a principal and a beneficial owner of an entity that installs and maintains emergency telephone systems at our properties. During the years ended December 31, 2022, 2021 and 2020, we paid $ 0.2 million for these services, respectively. Mr. Hermelin may have a conflict of interest with respect to his obligations as our director and his position with and ownership interest in the provider of these services.

Legal Counsel - Arthur A. Weiss is a partner at Taft Stettinius & Hollister LLP (formerly Jaffe, Raitt, Heuer, & Weiss, Professional Corporation) which acts as our general counsel and represents us in various matters. We incurred legal fees and expenses owed to this law firm of approximately $ 9.7 million, $ 10.3 million and $ 13.3 million in the years ended December 31, 2022, 2021, and 2020, respectively.

Tax Consequences Upon Sale of Properties - Gary A. Shiffman holds limited partnership interests in the Operating Partnership which were received in connection with the contribution of properties from partnerships previously affiliated with him. Prior to any redemption of these limited partnership interests for our common stock, Mr. Shiffman will have tax consequences different from those on us and our public shareholders upon the sale of any of these partnerships. Therefore, we and Mr. Shiffman may have different objectives regarding the appropriate pricing and timing of any sale of those properties.

Transactions with Immediate Family Members - Adam Shiffman, the son of Gary A. Shiffman, the Company's Chairman, President and Chief Executive Officer, was appointed as the Company's Regional Vice President of Operations and Sales in September 2021. Adam Shiffman's aggregate annual compensation was approximately $135,000 for the fiscal year ended December 31, 2022.

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Recent Accounting Pronouncements - Adopted

In August 2020, the FASB issued ASU 2020-06, " Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ." This update simplifies the accounting for convertible instruments by eliminating the models that require separation of a cash conversion or beneficial conversion feature from the host contract. Under the amended guidance, a convertible debt instrument is treated as one liability accounted for at its amortized cost and convertible preferred stock is considered one equity instrument accounted for at its historical cost, unless (a) there are other features that require bifurcation as a derivative, or (b) convertible debt was issued at a substantial premium. This update also eliminates several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. Additionally, this update provides clarifications to improve the consistency of EPS calculations. We adopted the ASU on January 1, 2022. The adoption of this ASU did not have an impact on our Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, " Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting ," which provides optional guidance for accounting for contracts, hedging relationships and other transactions affected by the reference rate reform, if certain criteria are met. The provisions of this standard are available for election through December 31, 2022. In December 2022, FASB issued ASU 2022-06, " Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848 ," which defers the sunset date of Topic 848 from December. 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. As of December 31, 2022, all of our debt and derivative instruments have been converted from LIBOR to alternative reference rates. The transition did not have a material impact on our Consolidated Financial Statements as the majority of our debt has fixed interest rates.

Acquisitions

Subsequent to the year ended December 31, 2022, we acquired four land parcels located in the U.S. and UK for an aggregate purchase price of $ 35.8 million.

Dispositions

In February 2023, we sold two non-operating properties in the UK for total consideration of $ 112.0 million, in the form of notes receivable, with a weighted average interest rate of 11.9 % per annum, due May 31, 2023. The dispositions resulted in gains on sale totaling approximately $ 1.5 million.

Assets Held for Sale

In February 2023, we reached an agreement to sell an operating MH community in the UK with 730 developed sites for approximately $ 241.0 million in the form of a note receivable. As a result, subsequent to year end, the community has been classified as held for sale with an expected closing in March 2023, at which point financial statement impacts will be determined.

Catastrophic Event

As of February 21, 2023, we received $ 3.5 million of insurance recoveries in connection with property damage at our Fort Myers, Florida area communities resulting from Hurricane Ian in September 2022. Refer to Note 16, "Commitments and Contingencies," for additional information regarding impacts to our consolidated financial statements from Hurricane Ian.

Secured Debt

In January 2023, we entered into mortgage term loans of $ 85.0 million related to five existing encumbered properties which mature February 13, 2026 and have a fixed interest rate of 5.0 %. We used the net proceeds from the offering to repay borrowings outstanding under our Senior Credit Facility.

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Senior Unsecured Notes

In January 2023, the Operating Partnership issued $ 400.0 million of senior unsecured notes with an interest rate of 5.7 % and a 10 -year term, due January 15, 2033 (the "2033 Notes"). Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023. The net proceeds from the offering were $ 395.3 million, after deducting underwriters' discounts and estimated offering expenses. We used the net proceeds from the offering to repay borrowings outstanding under our Senior Credit Facility.

Derivatives Transactions

In January 2023, in connection with the 2033 Notes issuance, we settled two 10 -year treasury rate lock contracts and one forward swap totaling $ 250.0 million and received a net settlement payment of $ 7.4 million. This lowered the effective interest rate on the 2033 Notes from 5.7 % to 5.5 %. As of the settlement date, the net accumulated gain included in AOCI is being reclassified into earnings as a reduction to interest expense on a straight-line basis over the 10 -year term of the hedged transaction.

We have evaluated our Consolidated Financial Statements for subsequent events through the date that this Form 10-K was issued.

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The following tables set forth real estate and accumulated depreciation relating to our MH and RV properties.

																								Initial Cost to Company												Costs Capitalized Subsequent to Acquisition (Improvements)												Gross Amount Carried at December 31, 2022
Property Name						Location												Encumbrances (4)						Land						Depreciable Assets						Land						Depreciable Assets						Land						Depreciable Assets						Total						Accumulated Depreciation						Date						Acquired (A) or Constructed (C)
47 North (5)						Cle Elum, WA												$	—					$	19.7					$	—					$	6.8					$	7.9					$	26.5					$	7.9					$	34.4					$	—					2021						(C)
49'er Village RV Resort						Plymouth, CA												—						2.2						10.7						—						3.0						2.2						13.7						15.9						( 2.9 )						2017						(A)
Academy / West Point						Canton, MI												33.2						1.5						14.3						—						10.5						1.5						24.8						26.3						( 14.9 )						2000						(A)
Allendale Meadows						Allendale, MI												22.8						0.4						3.7						—						7.5						0.4						11.2						11.6						( 7.9 )						1996						(A)
Alpine Meadows						Grand Rapids, MI												—						0.7						6.7						—						9.3						0.7						16.0						16.7						( 10.5 )						1996						(A&C)
Alta Laguna						Rancho Cucamonga, CA												38.3						23.7						21.1						—						1.8						23.7						22.9						46.6						( 5.2 )						2016						(A)
Andover						Grass Lake, MI												—						2.1						11.2						—						0.8						2.1						12.0						14.1						( 0.6 )						2021						(A)
Apple Carr Village						Muskegon, MI												—						0.8						6.2						0.3						28.6						1.1						34.8						35.9						( 8.7 )						2011						(A&C)
Apple Creek						Amelia, OH												7.1						0.5						5.5						—						3.6						0.5						9.1						9.6						( 5.4 )						1999						(A)
Arbor Terrace RV Park						Bradenton, FL												16.0						0.4						4.4						—						7.2						0.4						11.6						12.0						( 6.4 )						1996						(A)
Arbor Woods						Ypsilanti, MI												—						3.3						12.4						—						11.4						3.3						23.8						27.1						( 6.7 )						2017						(A)
Ariana Village						Lakeland, FL												4.9						0.2						2.2						—						2.3						0.2						4.5						4.7						( 2.7 )						1994						(A)
Augusta Village						Augusta, ME												—						0.8						3.1						—						0.7						0.8						3.8						4.6						( 0.3 )						2020						(A)
Austin Lone Star RV Resort						Austin, TX												—						0.6						7.9						—						2.4						0.6						10.3						10.9						( 2.4 )						2016						(A)
Autumn Ridge						Ankeny, IA												23.0						0.8						8.1						—						7.8						0.8						15.9						16.7						( 9.7 )						1996						(A)
Bahia Vista Estates						Sarasota, FL												—						6.8						17.7						—						3.3						6.8						21.0						27.8						( 4.5 )						2016						(A)
Baker Acres RV Resort						Zephyrhills, FL												6.7						2.1						11.9						—						3.6						2.1						15.5						17.6						( 3.4 )						2016						(A)
Beechwood						Killingworth, CT												—						7.9						18.4						—						1.6						7.9						20.0						27.9						( 2.4 )						2019						(A)
Bear Lake Development Land (5)						Garden City, UT												—						6.1						—						—						2.3						6.1						2.3						8.4						—						2022						(C)
Bel Air Estates						Menifee, CA												—						4.3						14.4						—						—						4.3						14.4						18.7						( 0.3 )						2022						(A)
Bell Crossing						Clarksville, TN												8.8						0.7						1.9						—						6.9						0.7						8.8						9.5						( 5.9 )						1999						(A&C)
Big Tree RV Resort						Arcadia, FL												—						1.2						13.5						—						3.2						1.2						16.7						17.9						( 3.9 )						2016						(A)
Birch Hill Estates						Bangor, ME												—						2.0						29.5						—						1.0						2.0						30.5						32.5						( 2.6 )						2020						(A)
Blue Heron Pines						Punta Gorda, FL												16.9						0.4						35.3						—						6.3						0.4						41.6						42.0						( 10.1 )						2015						(A&C)
Blue Jay MH & RV Resort						Dade City, FL												—						2.0						9.7						—						2.4						2.0						12.1						14.1						( 2.6 )						2016						(A)
Blue Star (7)						Apache Junction, AZ												2.4						5.1						12.7						( 4.1 )			(7)			( 9.4 )						1.0						3.3						4.3						( 0.8 )						2014						(A)
Blueberry Hill						Bushnell, FL												13.0						3.8						3.2						—						4.3						3.8						7.5						11.3						( 3.0 )						2012						(A)
Bluebonnet Lake (5)						Austin, TX												—						8.5						—						—						2.7						8.5						2.7						11.2						—						2021						(C)
Boulder Ridge						Pflugerville, TX												25.1						1.0						0.5						3.3						58.9						4.3						59.4						63.7						( 20.1 )						1998						(C)
Branch Creek						Austin, TX												21.9						0.8						3.7						—						8.1						0.8						11.8						12.6						( 7.5 )						1995						(A&C)
Brentwood Estates						Hudson, FL												5.5						1.1						9.4						0.1						2.2						1.2						11.6						12.8						( 3.1 )						2015						(A)
Brentwood Village						Kentwood, MI												9.6						0.4						3.6						—						2.0						0.4						5.6						6.0						( 3.7 )						1996						(A)

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																								Initial Cost to Company												Costs Capitalized Subsequent to Acquisition (Improvements)												Gross Amount Carried at December 31, 2022
Property Name						Location												Encumbrances (4)						Land						Depreciable Assets						Land						Depreciable Assets						Land						Depreciable Assets						Total						Accumulated Depreciation						Date						Acquired (A) or Constructed (C)
Vizcaya Lakes						Port Charlotte, FL												—						0.7						4.2						—						1.1						0.7						5.3						6.0						( 1.2 )						2015						(A)
Walden Woods I (10)						Homosassa, FL												10.3						1.6						26.4						( 0.9 )						( 11.9 )						0.7						14.5						15.2						( 3.7 )						2015						(A)
Walden Woods II (10)						Homosassa, FL												—						—						—						0.8						13.8						0.8						13.8						14.6						( 3.5 )						2015						(A)
Warren Dunes Village						Bridgman, MI												—						0.3						3.4						—						10.8						0.3						14.2						14.5						( 4.5 )						2011						(A&C)
Water Oak Country Club Estates						Lady Lake, FL												74.7						2.8						16.7						2.7						64.5						5.5						81.2						86.7						( 28.7 )						1993						(A&C)
Waters Edge RV Resort						Zephyrhills, FL												3.4						1.2						5.5						—						2.9						1.2						8.4						9.6						( 1.9 )						2016						(A)
Waverly Shores Village						Holland, MI												13.7						0.3						7.3						0.5						5.6						0.8						12.9						13.7						( 3.8 )						2011						(A&C)
West Village Estates						Romulus, MI												—						0.9						19.8						—						3.4						0.9						23.2						24.1						( 8.4 )						2012						(A)
Westbrook Senior Village						Toledo, OH												5.5						0.4						3.3						—						0.7						0.4						4.0						4.4						( 2.7 )						2001						(A)
Westbrook Village						Toledo, OH												24.0						1.1						10.5						—						6.0						1.1						16.5						17.6						( 10.9 )						1999						(A)
Westside Ridge						Auburndale, FL												8.1						0.8						10.7						—						1.1						0.8						11.8						12.6						( 3.0 )						2015						(A)
Westward Shores Cottages & RV Resort						West Ossipee, NH												—						1.9						15.3						—						13.8						1.9						29.1						31.0						( 4.0 )						2018						(A)
White Lake						White Lake, MI												24.2						0.7						6.2						—						10.0						0.7						16.2						16.9						( 10.6 )						1997						(A&C)
Wildwood Community						Sandwich, IL												22.2						1.9						37.7						—						1.5						1.9						39.2						41.1						( 11.2 )						2014						(A)
Willow Bend						Fort Lupton, CO												—						5.1						—						—						14.9						5.1						14.9						20.0						—						2021						(C)
Willowbrook Place						Toledo, OH												17.4						0.8						7.1						—						6.2						0.8						13.3						14.1						( 8.4 )						1997						(A)
Windham Hills						Jackson, MI												—						2.7						2.4						—						18.1						2.7						20.5						23.2						( 11.9 )						1998						(A&C)
Windmill Village						Davenport, FL												43.5						7.6						36.3						—						1.6						7.6						37.9						45.5						( 9.7 )						2015						(A)
Windsor Woods Village						Wayland, MI												—						0.3						5.8						—						2.4						0.3						8.2						8.5						( 3.7 )						2011						(A)
Woodhaven Place						Woodhaven, MI												13.7						0.5						4.5						—						7.6						0.5						12.1						12.6						( 6.9 )						1998						(A)
Woodlake Trails						San Antonio, TX												—						1.1						0.3						—						20.8						1.1						21.1						22.2						( 7.9 )						2000						(A&C)
Woodland Park Estates						Eugene, OR												—						1.6						14.4						—						1.4						1.6						15.8						17.4						( 12.2 )						1998						(A)
Woodlands at Church Lake						Groveland, FL												—						2.5						9.1						—						5.0						2.5						14.1						16.6						( 3.3 )						2015						(A)
Woodside Terrace						Holland, OH												25.1						1.1						9.6						—						14.3						1.1						23.9						25.0						( 14.1 )						1997						(A)
Woodsmoke Camping Resort						Fort Myers, FL												—						4.9						20.6						—						2.4						4.9						23.0						27.9						( 2.0 )						2020						(A)
Wymberly						Martinez, GA												—						3.1						14.5						—						7.8						3.1						22.3						25.4						( 2.0 )						2019						(A)
Yankee Village						Old Saybrook, CT												—						1.6						0.4						—						—						1.6						0.4						2.0						( 0.1 )						2019						(A)
																		$	3,232.3					$	1,660.6					$	6,138.6					$	91.5					$	3,376.6					$	1,752.1					$	9,515.2					$	11,267.3					$	( 2,471.2 )
Corporate Headquarters and Other Fixed Assets						Southfield, MI												—						—						—						1.1						212.4						1.1						212.4						213.5						( 44.0 )
																		$	3,232.3					$	1,660.6					$	6,138.6					$	92.6					$	3,589.0					$	1,753.2					$	9,727.6					$	11,480.8					$	( 2,515.2 )

(1) Gross amount carried at December 31, 2022, at our Canadian properties, reflects the impact of foreign currency translation.

(2) All or part of this property is subject to a ground lease.

(3) Gross amount carried at December 31, 2022 has decreased at this property due to a partial disposition of land or depreciable assets, as applicable.

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(4) Balance outstanding represents total amount due at maturity and excludes any premiums or discounts and deferred financing costs.

(5) This property was not included in our community count as of December 31, 2022 as it was not fully developed.

(6) This property was impaired as a result of Hurricane Irma in September 2017.

(7) This property was split into two separate properties in 2021.

(8) This property had a name change during the year ended December 31, 2022.

(9) This property was impaired as a result of Hurricane Ian in October 2022.

(10) This property is one physical property but was split into two separate properties for encumbrance reporting purposes.

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The following tables set forth real estate and accumulated depreciation relating to our MH properties in the UK.

																								Initial Cost to Company												Costs Capitalized Subsequent to Acquisition (Improvements)												Gross Amount Carried at December 31, 2022
Property Name						Location												Encumbrances						Land						Depreciable Assets						Land						Depreciable Assets						Land						Depreciable Assets						Total						Accumulated Depreciation						Date						Acquired (A) or Constructed (C)
Alberta						Whitstable, Kent, England												$	—					$	22.2					$	2.2					$	—					$	—					$	22.2					$	2.2					$	24.4					$	( 0.1 )					2022						(A)
Amble Links						Amble, Northumberland, England												—						75.8						5.8						—						—						75.8						5.8						81.6						( 0.1 )						2022						(A)
Ashbourne Heights						Ashbourne, Derbyshire, England												—						6.6						2.3						—						0.2						6.6						2.5						9.1						( 0.1 )						2022						(A)
Beauport						Hastings, Sussex, England												—						69.2						4.9						—						0.1						69.2						5.0						74.2						( 0.1 )						2022						(A)
Birchington Vale (3)						Birchington, Kent, England												—						3.4						11.6						—						( 0.2 )						3.4						11.4						14.8						( 0.4 )						2022						(A)
Bodmin Holiday Park (formerly Cornwall)						Bodmin, Cornwall, England												—						6.5						6.3						—						0.7						6.5						7.0						13.5						( 0.1 )						2022						(A)
Bowland Fell						Skipton, Yorkshire, England												—						8.7						4.3						—						1.3						8.7						5.6						14.3						( 0.2 )						2022						(A)
Broadland Sands						Lowestoft, Suffolk, England												—						34.4						13.9						1.7						0.5						36.1						14.4						50.5						( 0.7 )						2022						(A)
Brynteg						Llanryg, Caernafon, Wales												—						31.7						8.6						—						0.1						31.7						8.7						40.4						( 0.2 )						2022						(A)
Burghead / Lossiemouth / Silver Sands						Burghead, Moray, Scotland												—						32.6						7.6						—						2.4						32.6						10.0						42.6						( 0.3 )						2022						(A)
Carlton Meres						Saxmundham, Suffolk, England												—						32.2						9.7						—						1.3						32.2						11.0						43.2						( 0.4 )						2022						(A)
Chantry						West Witton, Yorkshire, England												—						13.8						1.7						—						—						13.8						1.7						15.5						—						2022						(A)
Chichester Lakeside						Chichester, Sussex, England												—						67.5						8.8						—						1.0						67.5						9.8						77.3						( 0.4 )						2022						(A)
Coghurst Hall						Hastings, Sussex, England												—						45.0						6.6						—						( 1.3 )						45.0						5.3						50.3						( 0.2 )						2022						(A)
Dawlish Sands						Dawlish, Devon, England												—						9.7						3.7						—						—						9.7						3.7						13.4						( 0.2 )						2022						(A)
Dovercourt						Harwich, Essex, England												—						36.0						9.6						—						( 0.1 )						36.0						9.5						45.5						( 0.4 )						2022						(A)
Felixstowe Beach						Felixstowe, Suffolk, England												—						15.2						6.0						—						0.3						15.2						6.3						21.5						( 0.3 )						2022						(A)
Glendale						Wigton, Cumbria, England												—						17.1						11.4						—						—						17.1						11.4						28.5						( 0.1 )						2022						(A)
Golden Sands						Dawlish, Devon, England												—						32.7						7.8						—						2.2						32.7						10.0						42.7						( 0.4 )						2022						(A)
Harts						Isle of Sheppey, Kent, England												—						27.4						8.4						—						0.6						27.4						9.0						36.4						( 0.3 )						2022						(A)
Hedley Wood						Holsworthy, Devon, England												—						2.3						2.3						—						1.5						2.3						3.8						6.1						( 0.1 )						2022						(A)
Henfold (1)(2)						Dorking, Surrey, England												—						108.1						—						( 10.9 )			(1)			0.2						97.2						0.2						97.4						—						2021						(A)
Hengar Manor						Bodmin, Cornwall, England												—						7.6						5.2						—						1.3						7.6						6.5						14.1						( 0.2 )						2022						(A)
Littondale						Skipton, Yorkshire, England												—						2.4						2.0						—						—						2.4						2.0						4.4						—						2022						(A)
Malvern View						Stanford Bishop, Worcester, England												—						22.2						11.7						—						0.6						22.2						12.3						34.5						( 0.2 )						2022						(A)
Marlie						Romney, Kent, England												—						38.9						7.8						—						0.8						38.9						8.6						47.5						( 0.4 )						2022						(A)
Martello Beach						Clacton on Sea, Essex, England												—						16.4						7.5						—						9.5						16.4						17.0						33.4						( 0.2 )						2022						(A)
New Beach						Dymchurch, Kent, England												—						49.9						9.2						—						0.5						49.9						9.7						59.6						( 0.5 )						2022						(A)

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																								Initial Cost to Company												Costs Capitalized Subsequent to Acquisition (Improvements)												Gross Amount Carried at December 31, 2022
Property Name						Location												Encumbrances						Land						Depreciable Assets						Land						Depreciable Assets						Land						Depreciable Assets						Total						Accumulated Depreciation						Date						Acquired (A) or Constructed (C)
																		$	—					$	1,603.8					$	335.8					$	( 22.3 )					$	55.3					$	1,581.5					$	391.1					$	1,972.6					$	( 12.2 )

(1) Gross amount carried at December 31, 2022 reflects the impact of foreign currency translation.

(2) This property was not included in our community count as of December 31, 2022 as it was not fully developed.

(3) All or part of this property is subject to a ground lease.

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The following tables set forth real estate and accumulated depreciation relating to our Safe Harbor marinas.

																								Initial Cost to Company												Costs Capitalized Subsequent to Acquisition (Improvements)												Gross Amount Carried at December 31, 2022
Property Name						Location												Encumbrances						Land						Depreciable Assets						Land						Depreciable Assets						Land						Depreciable Assets						Total						Accumulated Depreciation						Date						Acquired (A) or Constructed (C)
Allen Harbor (3)						North Kingstown, RI												$	—					$	—					$	4.0					$	—					$	1.5					$	—					$	5.5					$	5.5					$	( 0.3 )					2021						(A)
Anacapa Isle (3)						Oxnard, CA												—						—						10.9						—						1.9						—						12.8						12.8						( 1.0 )						2020						(A)
Angler House						Islamorada, FL												—						3.5						2.5						—						0.3						3.5						2.8						6.3						( 0.4 )						2021						(A)
Annapolis						Annapolis, MD												—						12.5						12.4						—						2.2						12.5						14.6						27.1						( 1.2 )						2020						(A)
Aqua Yacht						Iuka, MS												—						1.2						15.8						—						1.6						1.2						17.4						18.6						( 2.7 )						2020						(A)
Aqualand (3)						Flowery Branch, GA												—						—						35.9						—						15.6						—						51.5						51.5						( 5.9 )						2020						(A)
Bahia Bleu						Thunderbolt, GA												—						2.4						8.1						—						1.1						2.4						9.2						11.6						( 1.0 )						2020						(A)
Ballena Isle						Alameda, CA												—						0.7						21.3						—						2.1						0.7						23.4						24.1						( 2.5 )						2020						(A)
Bayfront (3)(5)						Chula Vista, CA												—						—						11.3						—						—						—						11.3						11.3						( 0.1 )						2022						(A)
Beaufort (3)						Beaufort, SC												—						—						1.8						—						0.4						—						2.2						2.2						( 0.4 )						2020						(A)
Beaver Creek (3)						Monticello, KY												—						—						10.8						—						1.0						—						11.8						11.8						( 1.2 )						2020						(A)
Belle Maer						Harrison Township, MI												—						4.1						14.6						—						0.7						4.1						15.3						19.4						( 2.2 )						2020						(A)
Bluewater (5)						Hampton, VA												—						14.1						8.3						—						0.4						14.1						8.7						22.8						( 0.4 )						2022						(A)
Bohemia Vista						Chesapeake Bay, MD												—						1.3						1.3						—						1.5						1.3						2.8						4.1						( 0.5 )						2020						(A)
Brady Mountain (3)						Royal, AR												—						—						22.3						—						3.2						—						25.5						25.5						( 4.3 )						2020						(A)
Bristol						Charleston, SC												—						1.3						7.5						—						0.5						1.3						8.0						9.3						( 0.7 )						2020						(A)
Bruce & Johnsons						Branford, CT												—						9.3						25.4						—						1.3						9.3						26.7						36.0						( 2.6 )						2020						(A)
Burnside (3)						Somerset, KY												—						—						11.8						—						0.7						—						12.5						12.5						( 1.6 )						2020						(A)
Burnt Store (9)						Punta Gorda, FL												—						17.6						16.5						0.1						9.1						17.7						25.6						43.3						( 2.1 )						2020						(A)
Cabrillo Isle (3)						San Diego, CA												—						—						37.7						—						1.6						—						39.3						39.3						( 1.9 )						2021						(A)
Calusa Island (9)						Goodland, FL												—						18.5						6.9						—						3.2						18.5						10.1						28.6						( 1.2 )						2020						(A)
Cape Harbour (9)						Cape Coral, FL												—						5.5						6.0						—						1.2						5.5						7.2						12.7						( 0.7 )						2020						(A)
Capri						Port Washington, NY												—						7.7						16.0						—						1.2						7.7						17.2						24.9						( 1.5 )						2020						(A)
Carroll Island						Baltimore, MD												—						1.2						1.6						—						2.6						1.2						4.2						5.4						( 0.9 )						2020						(A)
Charleston City (3)(8)						Charleston, SC												—						—						40.5						—						21.6						—						62.1						62.1						( 4.3 )						2020						(A)
City Boatyard						Charleston, SC												—						3.4						7.9						—						2.0						3.4						9.9						13.3						( 1.1 )						2020						(A)
Cove Haven						Barrington, RI												—						10.0						9.8						—						3.1						10.0						12.9						22.9						( 1.3 )						2020						(A)
Cowesett (7)						Warwick, RI												—						22.8						23.0						—						3.0						22.8						26.0						48.8						( 2.5 )						2020						(A)

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																								Initial Cost to Company												Costs Capitalized Subsequent to Acquisition (Improvements)												Gross Amount Carried at December 31, 2022
Property Name						Location												Encumbrances						Land						Depreciable Assets						Land						Depreciable Assets						Land						Depreciable Assets						Total						Accumulated Depreciation						Date						Acquired (A) or Constructed (C)
Vineyard Haven						Vineyard Haven, MA												—						6.1						3.9						0.8						3.8						6.9						7.7						14.6						( 0.8 )						2021						(A)
Walden (3)						Montgomery, TX												—						1.1						4.2						—						1.0						1.1						5.2						6.3						( 0.5 )						2020						(A)
Wentworth by the Sea						New Castle, NH												—						7.4						6.8						—						0.7						7.4						7.5						14.9						( 0.3 )						2021						(A)
West Palm Beach						West Palm Beach, FL												—						15.1						33.0						—						9.1						15.1						42.1						57.2						( 4.9 )						2020						(A)
Westport						Denver, NC												—						3.2						5.8						—						2.5						3.2						8.3						11.5						( 1.3 )						2020						(A)
Wickford						Wickford, RI												—						1.1						2.4						—						—						1.1						2.4						3.5						—						2020						(A)
Wickford Cove						Wickford, RI												—						7.2						13.0						—						4.9						7.2						17.9						25.1						( 1.4 )						2020						(A)
Willsboro Bay						Willsboro, NY												—						0.6						3.1						—						1.3						0.6						4.4						5.0						( 1.9 )						2020						(A)
Wisdom Dock (3)						Albany, KY												—						0.3						3.3						—						0.6						0.3						3.9						4.2						( 1.0 )						2020						(A)
Yacht Haven						Stamford, CT												—						5.6						4.3						—						3.1						5.6						7.4						13.0						( 0.9 )						2020						(A)
Zahnisers						Solomons, MD												—						1.8						3.6						—						3.0						1.8						6.6						8.4						( 0.6 )						2020						(A)
																		$	—					$	980.6					$	1,820.2					$	7.0					$	400.6					$	987.6					$	2,220.8					$	3,208.4					$	( 204.3 )
Marinas Headquarters and Other Fixed Assets						Dallas, TX												—						—						10.3						—						37.8						—						48.1						48.1						( 7.2 )
																		$	—					$	980.6					$	1,830.5					$	7.0					$	438.4					$	987.6					$	2,268.9					$	3,256.5					$	( 211.5 )

(1) All costs from Dauntless Shipyard and Essex Island are grouped into Dauntless.

(2) All costs from Stirling are grouped into Greenport.

(3) All or part of this property is subject to a ground lease.

(4) Gross amount carried at December 31, 2022 has decreased at this property due to a partial disposition of land or depreciable assets, as applicable.

(5) This property was acquired during 2022.

(6) Property currently under development.

(7) All costs related to Apponaug Harbour are grouped into Cowesett.

(8) All costs related to Ashley Fuels are grouped into Charleston City.

(9) This property was impaired as a result of Hurricane Ian in October 2022.

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Depreciation of our buildings, improvements, furniture, fixtures and equipment is calculated over the following useful lives, on a straight-line basis:

• Land improvement and buildings: 15 years - 53 years

• Furniture, fixtures, and equipment: 2 years - 40 years

• Dock improvements: 15 years - 40 years

• Site improvements: 7 years - 30 years

The aggregate cost of total real estate for federal income tax purposes was approximately $ 10.7 billion as of December 31, 2022.

The change in investment property for the years ended December 31, 2022, 2021 and 2020 is as follows (in millions):

			Year Ended
			December 31, 2022						December 31, 2021						December 31, 2020
Beginning balance			$	13,762.7					$	11,684.6					$	8,919.6
Property and land acquisitions, including immediate improvements			2,657.0						1,730.5						2,410.9
Property expansion and development			261.8						201.6						246.4
Improvements			418.4						300.3						249.3
Asset impairment (1)			( 87.3 )						—						—
Dispositions and other			( 302.7 )						( 154.3 )						( 141.6 )
Ending balance			$	16,709.9					$	13,762.7					$	11,684.6

The change in accumulated depreciation for the years ended December 31, 2022, 2021 and 2020 is as follows (in millions):

			Year Ended
			December 31, 2022						December 31, 2021						December 31, 2020
Beginning balance			$	2,337.2					$	1,968.8					$	1,686.9
Depreciation for the period			528.6						457.3						344.5
Asset impairments (1)			( 58.7 )						—						—
Dispositions and other			( 68.2 )						( 88.9 )						( 62.6 )
Ending balance			$	2,738.9					$	2,337.2					$	1,968.8