e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2007
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 1-11718
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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36-3857664 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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Two North Riverside Plaza, Suite 800, Chicago, Illinois
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60606 |
(Address of principal executive offices)
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(Zip Code) |
(312) 279-1400
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $.01 Par Value
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New York Stock Exchange |
(Title of Class)
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(Name of exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes þ No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The aggregate market value of voting stock held by non-affiliates was approximately $1,155.8
million as of June 29, 2007 based upon the closing price of $52.19 on such date using beneficial
ownership of stock rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to
exclude voting stock owned by Directors and Officers, some of whom may not be held to be affiliates
upon judicial determination.
At February 22, 2008, 24,391,282 shares of the Registrants common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III incorporates by reference the Registrants Proxy Statement relating to the Annual Meeting
of Stockholders to be held on May 8, 2008.
Equity LifeStyle Properties, Inc.
TABLE OF CONTENTS
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PART I. |
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Item 1. |
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Business |
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Item 1A. |
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Risk Factors |
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Item 1B. |
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Unresolved Staff Comments |
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Item 2. |
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Properties |
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Item 3. |
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Legal Proceedings |
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Item 4. |
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Submission of Matters to a Vote of Security Holders |
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PART II. |
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Item 5. |
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Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6. |
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Selected Financial Data |
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Item 7. |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A. |
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Quantitative and Qualitative Disclosures About Market Risk |
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Forward-Looking Statements |
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Item 8. |
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Financial Statements and Supplementary Data |
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Item 9. |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
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Controls and Procedures |
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Item 9B. |
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Other Information |
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PART III. |
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Item 10. |
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Directors and Executive Officers of the Registrant |
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Item 11. |
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Executive Compensation |
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Item 12. |
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Security Ownership of Certain Beneficial Owners and Management |
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Item 13. |
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Certain Relationships and Related Transactions |
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Item 14. |
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Principal Accountant Fees and Services |
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PART IV. |
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Item 15. |
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Exhibits and Financial Statement Schedules |
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PART I
Item 1. Business
Equity LifeStyle Properties, Inc.
General
Equity LifeStyle Properties, Inc., a Maryland corporation, together with MHC Operating Limited
Partnership (the Operating Partnership) and other consolidated subsidiaries (Subsidiaries), is
referred to herein as the Company, ELS, we, us, and our. ELS has elected to be taxed as
a real estate investment trust (REIT), for U.S. federal income tax purposes commencing with its
taxable year ended December 31, 1993.
The Company is a fully integrated owner and operator of lifestyle-oriented properties
(Properties). The Company leases individual developed areas (sites) with access to utilities
for placement of factory built homes, cottages, cabins or recreational vehicles (RVs). The
Company was formed in December 1992 to continue the property operations, business objectives and
acquisition strategies of an entity that had owned and operated Properties since 1969. As of
December 31, 2007, we owned or had an ownership interest in a portfolio of 311 Properties located
throughout the United States and Canada containing 112,779 residential sites. These Properties are
located in 28 states and British Columbia (with the number of Properties in each state or province
shown parenthetically) Florida (87), California (48), Arizona (35), Texas (15), Pennsylvania
(13), Washington (13), Colorado (10), Oregon (9), North Carolina (8), Virginia (8), Delaware (7),
Maine (6), Nevada (6), Wisconsin (6), Indiana (5), New York (5), Illinois (4), Massachusetts (4),
New Jersey (4), Michigan (3), South Carolina (3), New Hampshire (2), Ohio (2), Tennessee (2), Utah
(2), Alabama (1), Kentucky (1), Montana (1), and British Columbia (1).
Properties are designed and improved for several home options of various sizes and designs
that are produced off-site, installed and set on designated sites (Site Set) within the
Properties. These homes can range from 400 to over 2,000 square feet. The smallest of these are
referred to as Resort Cottages. Properties may also have sites that can accommodate a variety of
RVs. Properties generally contain centralized entrances, internal road systems and designated
sites. In addition, Properties often provide a clubhouse for social activities and recreation and
other amenities, which may include restaurants, swimming pools, golf courses, lawn bowling,
shuffleboard courts, tennis courts, laundry facilities and cable television service. In some
cases, utilities are provided or arranged for by us; otherwise, the customer contracts for the
utility directly. Some Properties provide water and sewer service through municipal or regulated
utilities, while others provide these services to customers from on-site facilities. Properties
generally are designed to attract retirees, empty-nesters, vacationers and second home owners;
however, certain of the Properties focus on affordable housing for families. We focus on owning
properties in or near large metropolitan markets and retirement and vacation destinations.
Employees and Organizational Structure
We have approximately 1,600 full-time, part-time and seasonal employees dedicated to carrying
out our operating philosophy and strategies of value enhancement and service to our customers. The
operations of each Property are coordinated by an on-site team of employees that typically includes
a manager, clerical and maintenance workers, each of whom works to provide maintenance and care of
the Properties. Direct supervision of on-site management is the responsibility of our regional
vice presidents and regional and district managers. These individuals have significant experience
in addressing the needs of customers and in finding or creating innovative approaches to maximize
value and increase cash flow from property operations. Complementing this field management staff
are approximately 100 full-time corporate employees who assist on-site management in all property
functions.
Formation of the Company
The operations of the Company are conducted primarily through the Operating Partnership. The
Company contributed the proceeds from its initial public offering and subsequent offerings to the
Operating Partnership for a general partnership interest. In 2004, the general partnership
interest was contributed to MHC Trust, a private REIT subsidiary owned by the Company. The
financial results of the Operating Partnership and the Subsidiaries are consolidated in the
Companys consolidated financial statements. In addition, since certain activities, if performed
by the Company, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as
amended (the Code), the Company has formed taxable REIT subsidiaries, as defined in the Code, to
engage in such activities.
Several Properties are wholly owned by taxable REIT subsidiaries of the Company. In addition,
Realty Systems, Inc. (RSI) is a wholly owned taxable REIT subsidiary of the Company that is
engaged in the business of purchasing and selling site set homes that are located in Properties
owned and managed by the Company. RSI also provides brokerage services to residents at such
Properties for those residents who move from a Property but do not relocate their homes. RSI may
provide brokerage services, in competition with other local brokers, by seeking buyers for the site
set homes. RSI also leases
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inventory homes to prospective residents with the expectation that the tenant eventually will
purchase the home. Subsidiaries of RSI also lease from the Operating Partnership certain real
property within or adjacent to certain Properties consisting of golf courses, pro shops, stores and
restaurants.
Business Objectives and Operating Strategies
Our strategy seeks to maximize both current income and long-term growth in income. We focus
on properties that have strong cash flow and we expect to hold such properties for long-term
investment and capital appreciation. In determining cash flow potential, we evaluate our ability
to attract and retain high quality customers in our Properties who take pride in the Property and
in their home. These business objectives and their implementation are determined by our Board of
Directors and may be changed at any time. Our investment, operating and financing approach
includes:
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Providing consistently high levels of services and amenities in attractive surroundings
to foster a strong sense of community and pride of home ownership; |
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Efficiently managing the properties to increase operating margins by controlling
expenses, increasing occupancy and maintaining competitive market rents; |
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Increasing income and property values by continuing the strategic expansion and, where
appropriate, renovation of the Properties; |
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Utilizing management information systems to evaluate potential acquisitions, identify
and track competing properties and monitor customer satisfaction; |
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Selectively acquiring properties that have potential for long-term cash flow growth and
to create property concentrations in and around major metropolitan areas and retirement or
vacation destinations to capitalize on operating synergies and incremental efficiencies;
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Managing our debt balances such that we maintain financial flexibility, minimize
exposure to interest rate fluctuations, and maintain an appropriate degree of leverage to
maximize return on capital. |
Our strategy is to own and operate the highest quality properties in sought-after locations
near urban areas, retirement and vacation destinations across the United States. We focus on
creating an attractive residential environment by providing a well-maintained, comfortable Property
with a variety of organized recreational and social activities and superior amenities as well as
offering a multitude of lifestyle housing choices. In addition, we regularly conduct evaluations
of the cost of housing in the marketplaces in which our Properties are located and survey rental
rates of competing properties. From time to time we also conduct satisfaction surveys of our
customers to determine the factors they consider most important in choosing a property. We improve
site utilization and efficiency by tracking types of customers and usage patterns and marketing to
those specific customer groups.
Acquisitions and Dispositions
Over the last decade our portfolio of Properties has grown significantly from owning or having
an interest in 121 Properties with over 44,000 sites to owning or having an interest in 311
Properties with over 112,000 sites. We continually review the Properties in our portfolio to
ensure that they fit our business objectives. Over the last five years we sold 13 Properties, and
we redeployed capital to markets we believe have greater long-term potential. In that same time
period we acquired 181 Properties located in high growth areas such as Florida, Arizona and
California. We believe that opportunities for property acquisitions are still available.
Increasing acceptability of and demand for a lifestyle that includes Site Set homes and RVs as well
as continued constraints on development of new properties continue to add to their attractiveness
as an investment. We believe we have a competitive advantage in the acquisition of additional
properties due to our experienced management, significant presence in major real estate markets and
substantial capital resources. We are actively seeking to acquire additional properties and are
engaged in various stages of negotiations relating to the possible acquisition of a number of
properties.
We anticipate that new acquisitions will generally be located in the United States, although
we may consider other geographic locations provided they meet our acquisition criteria. We utilize
market information systems to identify and evaluate acquisition opportunities, including a market
database to review the primary economic indicators of the various locations in which we expect to
expand our operations. Acquisitions will be financed from the most appropriate sources of capital,
which may include undistributed funds from operations, issuance of additional equity securities,
sales of investments, collateralized and uncollateralized borrowings and issuance of debt
securities. In addition, the Company may acquire properties in transactions that include the
issuance of limited partnership interests in the Operating Partnership (Units) as consideration
for the acquired properties. We believe that an ownership structure that includes the Operating
Partnership will permit us to acquire additional properties in transactions that may defer all or a
portion of the sellers tax consequences.
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When evaluating potential acquisitions, we consider such factors as:
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The replacement cost of the property including land values, entitlements and zoning, |
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The geographic area and type of the property, |
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The location, construction quality, condition and design of the property, |
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The current and projected cash flow of the property and the ability to increase cash
flow, |
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The potential for capital appreciation of the property, |
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The terms of tenant leases or usage rights, including the potential for rent increases, |
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The potential for economic growth and the tax and regulatory environment of the
community in which the property is located, |
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The potential for expansion of the physical layout of the property and the number of
sites, |
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The occupancy and demand by customers for properties of a similar type in the vicinity
and the customers profile, |
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The prospects for liquidity through sale, financing or refinancing of the property, and |
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The competition from existing properties and the potential for the construction of new
properties in the area. |
When evaluating potential dispositions, we consider such factors as:
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The ability to sell the Property at a price that we believe will provide an appropriate
return for our stockholders, |
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Our desire to exit certain non-core markets and recycle the capital into core markets,
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Whether the Property meets our current investment criteria. |
When investing capital we consider all potential uses of the capital including returning
capital to our stockholders. Our Board of Directors continues to review the conditions under which
we will repurchase our stock. These conditions include, but are not limited to, market price,
balance sheet flexibility, other opportunities and capital requirements. On January 16, 2004, we
paid a special dividend of $8.00 per share using proceeds from a recapitalization.
Property Expansions
Several of our Properties have available land for expanding the number of sites available to
be utilized by our customers. Development of these sites (Expansion Sites) is evaluated based on
the following: local market conditions; ability to subdivide; accessibility through the Property or
externally; infrastructure needs including utility needs and access as well as additional common
area amenities; zoning and entitlement; costs; topography; and ability to market new sites. When
justified, development of Expansion Sites allows us to leverage existing facilities and amenities
to increase the income generated from the Properties. Where appropriate, facilities and amenities
may be upgraded or added to certain Properties to make those Properties more attractive in their
markets. Our acquisition philosophy has included the desire to own Properties with potential
Expansion Site development. Approximately 83 of our Properties have expansion potential, with
approximately 5,600 acres available for expansion.
Leases or Usage Rights
At our Properties, a typical lease entered into between the owner of a home and the Company
for the rental of a site is for a month-to-month or year-to-year term, renewable upon the consent
of both parties or, in some instances, as provided by statute. These leases are cancelable,
depending on applicable law, for non-payment of rent, violation of Property rules and regulations
or other specified defaults. Non-cancelable long-term leases, with remaining terms ranging up to
ten years, are in effect at certain sites within 29 of the Properties. Some of these leases are
subject to rental rate increases based on the Consumer Price Index (CPI), in some instances
taking into consideration certain floors and ceilings and allowing for pass-throughs of certain
items such as real estate taxes, utility expenses and capital expenditures. Generally, market rate
adjustments are made on an annual basis. At Properties zoned for RV use, long-term customers
typically enter into right to use agreements and many typically prepay for their stay. Many resort
customers will also leave deposits to reserve a site for the following year. Generally these
customers cannot live full time on the Property.
Regulations and Insurance
General. Our Properties are subject to various laws, ordinances and regulations, including
regulations relating to recreational facilities such as swimming pools, clubhouses and other common
areas, regulations relating to providing utility services such as electricity to our
customers, and regulations relating to operating water and wastewater treatment facilities at
certain of our Properties. We believe that each Property has the necessary permits and approvals
to operate.
Rent Control Legislation. At certain of our Properties, state and local rent control laws,
principally in California, limit our ability to increase rents and to recover increases in
operating expenses and the costs of capital improvements. Enactment of such laws has been
considered from time to time in other jurisdictions. We presently expect to continue to maintain
Properties, and may purchase additional properties, in markets that are either subject to rent control or in which
rent-limiting legislation exists or
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may be enacted. For example, Florida has enacted a law that
generally provides that rental increases must be reasonable. Also, certain jurisdictions in
California in which we own Properties limit rent increases to changes in the CPI or some percentage
thereof. As part of our effort to realize the value of our Properties subject to restrictive
regulation, we have initiated lawsuits against several municipalities imposing such regulation in
an attempt to balance the interests of our stockholders with the interests of our customers (see
Item 3 Legal Proceedings).
Insurance. The Properties are covered against fire, flood, property damage, earthquake,
windstorm and business interruption by insurance policies containing various deductible
requirements and coverage limits. Recoverable costs are classified in other assets as incurred.
Insurance proceeds are applied against the asset when received. Recoverable costs relating to
capital items are treated in accordance with the Companys capitalization policy. The book value
of the original capital item is written off once the value of the impaired asset has been
determined. Insurance proceeds relating to the capital costs are recorded as income in the period
they are received.
INDUSTRY
We believe that modern properties similar to ours provide an opportunity for increased cash
flows and appreciation in value. These may be achieved through increases in occupancy rates and
rents, as well as expense controls, expansion of existing Properties and opportunistic
acquisitions, for the following reasons:
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Barriers to Entry: We believe that the supply of new properties in locations targeted
by the Company will be constrained due to barriers to entry. The most significant barrier
has been the difficulty of securing zoning from local authorities. This has been the result
of (i) the publics historically poor perception of manufactured housing, and (ii) the fact
that properties generate less tax revenue because the homes are treated as personal
property (a benefit to the homeowner) rather than real property. Another factor that
creates substantial barriers to entry is the length of time between investment in a
propertys development and the attainment of stabilized occupancy and the generation of
revenues. The initial development of the infrastructure may take up to two or three years.
Once a property is ready for occupancy, it may be difficult to attract customers to an
empty property. Substantial occupancy levels may take several years to achieve. |
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Industry Consolidation: According to various industry reports, there are approximately
65,000 properties in the United States, and approximately 10% or approximately 6,000 of the
properties have more than 200 sites and would be considered investment-grade. We believe
that this relatively high degree of fragmentation provides us, as a national organization
with experienced management and substantial financial resources, the opportunity to
purchase additional properties. |
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Customer Base: We believe that properties tend to achieve and maintain a stable rate of
occupancy due to the following factors: (i) customers typically own their own homes, (ii)
properties tend to foster a sense of community as a result of amenities such as clubhouses
and recreational and social activities, (iii) since moving a Site Set home from one
property to another involves substantial cost and effort, customers often sell their home
in-place (similar to site-built residential housing) with no interruption of rental
payments to us. |
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Lifestyle Choice: According to the Recreational Vehicle Industry Association, nearly 1
in 10 U.S. vehicle-owning households owns an RV. The 78 million
people born from 1946 to
1964 or baby boomers make up the fastest growing segment of this market. Every day
11,000 Americans turn 50 according to U.S. Census figures. We believe that this population
segment, seeking an active lifestyle, will provide opportunities for future cash flow
growth for the Company. Current RV owners, once finished with the more active RV lifestyle,
will often seek more permanent retirement or vacation establishments. The Site Set housing
choice has become an increasingly popular housing alternative for retirement, second-home,
and empty-nest living. According to a Fannie Mae survey, the baby-boom generation will
constitute 18% of the U.S. population within the next 30 years and more than 32 million
people will reach age 55 within the next ten years. Among those individuals who are
nearing retirement (age 40 to 54), approximately 33% plan on moving upon retirement. |
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We believe that the housing choices in our Properties are especially attractive to such
individuals throughout this lifestyle cycle. Our Properties offer an appealing amenity
package, close proximity to local services, social activities, low maintenance and a secure
environment. In fact, many of our Properties allow for this cycle to occur within a single
Property. |
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Construction Quality: Since 1976, all factory built housing has been required to meet
stringent federal standards, resulting in significant increases in quality. The Department
of Housing and Urban Developments (HUD) standards for Site Set housing construction
quality are the only federally regulated standards governing housing quality of any type in
the United States. Site Set homes produced since 1976 have received a red and silver
government seal certifying that they were built in compliance with the federal code. The
code regulates Site Set home design and construction, strength and durability, fire
resistance and energy efficiency, and the installation and performance of heating,
plumbing, air conditioning, thermal and electrical systems. In newer homes, top grade
lumber and dry wall materials are common. Also, manufacturers are required to follow the
same fire codes as builders of site-built structures. In addition, although Resort
Cottages do not come under the same regulation, many of the manufacturers of Site Set homes
also produce Resort Cottages with many of the same quality standards. |
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Comparability to Site-Built Homes: The Site Set housing industry has experienced a
trend towards multi-section homes. Many modern Site Set homes are longer (up to 80 feet,
compared to 50 feet in the 1960s) and wider than earlier models. Many such homes have
nine-foot ceilings or vaulted ceilings, fireplaces and as many as four bedrooms, and
closely resemble single-family ranch style site-built homes. |
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Second Home Demographics: According to 2007 National Association of Realtors (NAR)
reports, sales of second homes in 2006 accounted for 36% of residential transactions, or 2.72
million second-home sales in 2006. There were approximately 6.8 million vacation homes in
2006. The typical vacation-home buyer is 44 years old and earned $102,200 in 2006.
Approximately 57% of vacation home-owners prefer to be near an ocean, river or lake; 38%
close to boating activities; 32% close to hunting or fishing activities; and 17% close to
winter recreations. In looking ahead, NAR believes that baby boomers are still in their
peak earning years, and the leading edge of their generation is approaching retirement. As
they continue to have the financial wherewithal to purchase second homes as a vacation
property, investment opportunity, or perhaps as a retirement retreat, those baby boomers
will continue to drive the market for second-homes. We believe it is likely that over the
next decade we will continue to see historically high levels of second home sales and
resort homes and cottages in our Properties will also continue to provide a viable second
home alternative to site-built homes. |
Available Information
We file reports electronically with the Securities and Exchange Commission (SEC). The
public may read and copy any materials we file with the SEC at the SECs Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
that contains reports, proxy information and statements, and other information regarding issuers
that file electronically with the SEC at http://www.sec.gov. We maintain an Internet site with
information about the Company and hyperlinks to our filings with the SEC at
http://www.equitylifestyle.com. Requests for copies of our filings with the SEC and other investor
inquiries should be directed to:
Investor Relations Department
Equity LifeStyle Properties, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Phone: 1-800-247-5279
e-mail: investor_relations@mhchomes.com
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Item 1A. Risk Factors
Our Performance and Common Stock Value Are Subject to Risks Associated With the Real Estate
Industry.
Adverse Economic Conditions and Other Factors Could Adversely Affect the Value of Our Properties
and Our Cash Flow. Several factors may adversely affect the economic performance and value of our
Properties. These factors include:
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changes in the national, regional and local economic climate; |
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local conditions such as an oversupply of lifestyle-oriented properties or a reduction in
demand for lifestyle-oriented properties in the area, the attractiveness of our Properties to
customers, competition from manufactured home communities and other lifestyle-oriented
properties and alternative forms of housing (such as apartment buildings and site-built single
family homes); |
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the ability of our potential customers to sell their existing site-built residence in order
to purchase a resort home or cottage in our properties and heightened price sensitivity for
seasonal and second homebuyers. |
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availability and price of gasoline, especially for our transient customers. |
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our ability to collect rent from customers and pay maintenance, insurance and other
operating costs (including real estate taxes), which could increase over time; |
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the failure of our assets to generate income sufficient to pay our expenses, service our
debt and maintain our Properties, which may adversely affect our ability to make expected
distributions to our stockholders; |
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our inability to meet mortgage payments on any Property that is mortgaged, in which case
the lender could foreclose on the mortgage and take the Property; |
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interest rate levels and the availability of financing, which may adversely affect our
financial condition; and |
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changes in laws and governmental regulations (including rent control laws and regulations
governing usage, zoning and taxes), which may adversely affect our financial condition. |
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poor weather, especially on holiday weekends in the summer, could reduce the economic
performance of our Northern resort Properties. |
New Acquisitions May Fail to Perform as Expected and Competition for Acquisitions May Result in
Increased Prices for Properties. We intend to continue to acquire properties. Newly acquired
properties may fail to perform as expected. We may underestimate the costs necessary to bring an
acquired property up to standards established for its intended market position. Difficulties in
integrating acquisitions may prove costly or time-consuming and could divert management attention.
Additionally, we expect that other real estate investors with significant capital will compete with
us for attractive investment opportunities. These competitors include publicly traded REITs,
private REITs and other types of investors. Such competition increases prices for properties. We
expect to acquire properties with cash from secured or unsecured financings, proceeds from
offerings of equity or debt, undistributed funds from operations and sales of investments. We may
not be in a position or have the opportunity in the future to make suitable property acquisitions
on favorable terms.
Because Real Estate Investments Are Illiquid, We May Not be Able to Sell Properties When
Appropriate. Real estate investments generally cannot be sold quickly. We may not be able to vary
our portfolio promptly in response to economic or other conditions, forcing us to accept lower than
market value. This inability to respond promptly to changes in the performance of our investments
could adversely affect our financial condition and ability to service debt and make distributions
to our stockholders.
Some Potential Losses Are Not Covered by Insurance. We carry comprehensive insurance coverage for
losses resulting from property damage, liability claims and business interruption on all of our
Properties. There are certain types of losses, such as lease and other contract claims that
generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur,
we could lose all or a portion of the capital we have invested in a Property, as well as the
anticipated future revenue from the Property. In such an event, we might nevertheless remain
obligated for any mortgage debt or other financial obligations related to the Property.
8
Our current property and casualty insurance policies expire March 31, 2008. We have a $100
million property insurance program. The program limits coverage to $10 million annually for losses
associated with earthquakes and floods. In addition, losses resulting from hurricanes are limited
to $10 million per occurrence. The deductibles related to named windstorms, earthquakes, and
floods are five percent of insurable value (property values plus 25 percent of business
interruption) per occurrence. The deductibles expose us to potential uninsured losses.
Debt Financing, Financial Covenants and Degree of Leverage Could Adversely Affect Our Economic
Performance.
Scheduled Debt Payments Could Adversely Affect Our Financial Condition. Our business is subject to
risks normally associated with debt financing. The total principal amount of our outstanding
indebtedness was approximately $1.7 billion as of December 31, 2007. Our substantial indebtedness
and the cash flow associated with serving our indebtedness could have important consequences,
including the risks that:
|
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our cash flow could be insufficient to pay distributions at expected levels and meet
required payments of principal and interest; |
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|
we will be required to use a substantial portion of our cash flow from operations to pay
our indebtedness, thereby reducing the availability of our cash flow to fund the
implementation of our business strategy, acquisitions, capital expenditures and other general
corporate purposes; |
|
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our debt service obligations could limit our flexibility in planning for, or reacting to,
changes in our business and the industry in which we operate; |
|
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we may not be able to refinance existing indebtedness (which in virtually all cases
requires substantial principal payments at maturity) and, if we can, the terms of such
refinancing might not be as favorable as the terms of existing indebtedness; |
|
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if principal payments due at maturity cannot be refinanced, extended or paid with proceeds
of other capital transactions, such as new equity capital, our cash flow will not be
sufficient in all years to repay all maturing debt; and |
|
|
if prevailing interest rates or other factors at the time of refinancing (such as the
possible reluctance of lenders to make commercial real estate loans) result in higher interest
rates, increased interest expense would adversely affect cash flow and our ability to service
debt and make distributions to stockholders. |
Financial Covenants Could Adversely Affect Our Financial Condition. If a Property is mortgaged to
secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could
foreclose on the Property, resulting in loss of income and asset value. The mortgages on our
Properties contain customary negative covenants, which among other things, limit our ability,
without the prior consent of the lender, to further mortgage the Property and to discontinue
insurance coverage. In addition, our credit facilities contain certain customary restrictions,
requirements and other limitations on our ability to incur indebtedness, including total debt to
assets ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured
debt. Foreclosure on mortgaged Properties or an inability to refinance existing indebtedness would
likely have a negative impact on our financial condition and results of operations.
Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing. Our debt to market
capitalization ratio (total debt as a percentage of total debt plus the market value of the
outstanding common stock and Units held by parties other than the Company) is approximately 55% as
of December 31, 2007. The degree of leverage could have important consequences to stockholders,
including an adverse effect on our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, development or other general corporate purposes, and
makes us more vulnerable to a downturn in business or the economy generally.
We Depend on Our Subsidiaries Dividends and Distributions.
Substantially all of our assets are indirectly held through the Operating Partnership. As a
result, we have no source of operating cash flow other than from distributions from the Operating
Partnership. Our ability to pay dividends to holders of common stock depends on the Operating
Partnerships ability first to satisfy its obligations to its creditors and make distributions
payable to third party holders of its preferred Units and then to make distributions to MHC Trust
and common Unit holders. Similarly, MHC Trust must satisfy its obligations to its creditors and
preferred stockholders before making common stock distributions to us.
9
Stockholders Ability to Effect Changes of Control of the Company is Limited.
Provisions of Our Charter and Bylaws Could Inhibit Changes of Control. Certain provisions of our
charter and bylaws may delay or prevent a change of control of the Company or other transactions
that could provide our stockholders with a premium over the then-prevailing market price of their
common stock or which might otherwise be in the best interest of our stockholders. These include
the Ownership Limit described below. Also, any future series of preferred stock may have certain
voting provisions that could delay or prevent a change of control or other transaction that might
involve a premium price or otherwise be beneficial to our stockholders.
Maryland Law Imposes Certain Limitations on Changes of Control. Certain provisions of Maryland law
prohibit business combinations (including certain issuances of equity securities) with any person
who beneficially owns ten percent or more of the voting power of outstanding common stock, or with
an affiliate of the Company who, at any time within the two-year period prior to the date in
question, was the owner of ten percent or more of the voting power of the outstanding voting stock
(an Interested Stockholder), or with an affiliate of an Interested Stockholder. These
prohibitions last for five years after the most recent date on which the Interested Stockholder
became an Interested Stockholder. After the five-year period, a business combination with an
Interested Stockholder must be approved by two super-majority stockholder votes unless, among other
conditions, our common stockholders receive a minimum price for their shares and the consideration
is received in cash or in the same form as previously paid by the Interested Stockholder for its
shares of common stock. The Board of Directors has exempted from these provisions under the
Maryland law any business combination with Samuel Zell, who is the Chairman of the Board of the
Company, certain holders of Units who received them at the time of our initial public offering, the
General Motors Hourly Rate Employees Pension Trust and the General Motors Salaried Employees
Pension Trust, and our officers who acquired common stock at the time we were formed and each and
every affiliate of theirs.
We Have a Stock Ownership Limit for REIT Tax Purposes. To remain qualified as a REIT for U.S.
federal income tax purposes, not more than 50% in value of our outstanding shares of capital stock
may be owned, directly or indirectly, by five or fewer individuals (as defined in the federal
income tax laws applicable to REITs) at any time during the last half of any taxable year. To
facilitate maintenance of our REIT qualification, our charter, subject to certain exceptions,
prohibits Beneficial Ownership (as defined in our charter) by any single stockholder of more than
5% (in value or number of shares, whichever is more restrictive) of our outstanding capital stock.
We refer to this as the Ownership Limit. Within certain limits, our charter permits the Board of
Directors to increase the Ownership Limit with respect to any class or series of stock. The Board
of Directors, upon receipt of a ruling from the IRS, opinion of counsel, or other evidence
satisfactory to the Board of Directors and upon fifteen days prior written notice of a proposed
transfer which, if consummated, would result in the transferee owning shares in excess of the
Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a
stockholder from the Ownership Limit. Absent any such exemption, capital stock acquired or held in
violation of the Ownership Limit will be transferred by operation of law to us as trustee for the
benefit of the person to whom such capital stock is ultimately transferred, and the stockholders
rights to distributions and to vote would terminate. Such stockholder would be entitled to
receive, from the proceeds of any subsequent sale of the capital stock transferred to us as
trustee, the lesser of (i) the price paid for the capital stock or, if the owner did not pay for
the capital stock (for example, in the case of a gift, devise of other such transaction), the
market price of the capital stock on the date of the event causing the capital stock to be
transferred to us as trustee or (ii) the amount realized from such sale. A transfer of capital
stock may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could
delay or prevent a change in control of the Company and, therefore, could adversely affect our
stockholders ability to realize a premium over the then-prevailing market price for their common
stock.
Conflicts of Interest Could Influence the Companys Decisions.
Certain Stockholders Could Exercise Influence in a Manner Inconsistent With the Stockholders Best
Interests. As of December 31, 2007, Mr. Samuel Zell and certain affiliated holders beneficially
owned approximately 14.2% of our outstanding common stock (in each case including common stock
issuable upon the exercise of stock options and the exchange of Units). Mr. Zell is the chairman
of the Companys Board of Directors. Accordingly, Mr. Zell has significant influence on our
management and operation. Such influence could be exercised in a manner that is inconsistent with
the interests of other stockholders.
Mr. Zell and His Affiliates Continue to be Involved in Other Investment Activities. Mr. Zell and
his affiliates have a broad and varied range of investment interests, including interests in other
real estate investment companies involved in other forms of housing, including multifamily housing.
Mr. Zell and his affiliates may acquire interests in other companies. Mr. Zell may not be able to
control whether any such company competes with the Company. Consequently, Mr. Zells continued
involvement in other investment activities could result in competition to the Company as well as
management decisions, which might not reflect the interests of our stockholders.
10
Agreements with Privileged Access May Not Have Been and May Not Be in the Future, Negotiated at
Arms Length. Privileged Access is the largest tenant of the Company. Privileged Access leases
approximately 24,100 sites at 81 of our resort Properties. These leases will provide for annual
lease payments to us of approximately $25.5 million in the year ended December 31, 2008.
Privileged Access operates the 81 Properties, which represented approximately 92 % of Privileged
Access gross revenues for the year ended December 31, 2007. Privileged Access also leases 130
sites at Tropical Palms RV Resort for an annual lease payment of approximately $1.4 million. See
Note 12 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a
discussion of all agreements between us and Privileged Access.
Mr. McAdams is our President and is also a director and 100% owner of Privileged Access. While the
contracts with Privileged Access for the 81 Properties discussed above were reviewed and approved
by a special committee of our board of directors, which is comprised of three independent
directors, they may not be the result of arms length negotiations and, therefore, there can be no
assurance that the terms and conditions are not less favorable than those which could be obtained
from third parties providing comparable services. In addition, to the extent that we choose to
enforce our rights under any of these agreements, we may determine to pursue available remedies,
such as actions for damages or injunctive relief, less vigorously than we otherwise might because
of our desire to maintain our ongoing relationship with Mr. McAdams.
Members of Management May Have a Conflict of Interest Over Whether To Enforce Terms of Mr.
McAdamss Employment and Noncompetition Agreement. Mr. McAdams entered into employment and
noncompetition agreement with us. For the most part these restrictions apply to him both during
his employment and for two years thereafter. Mr. McAdams is also prohibited from otherwise
disrupting or interfering with our business through the solicitation of our employees or clients or
otherwise. To the extent that we choose to enforce our rights under any of these agreements, we may
determine to pursue available remedies, such as actions for damages or injunctive relief, less
vigorously than we otherwise might because of our desire to maintain our ongoing relationship with
Mr. McAdams. Additionally, the non-competition provisions of his agreement, despite being limited
in scope and duration, could be difficult to enforce, or may be subject to limited enforcement,
should litigation arise over it in the future. See Note 12 in the Notes to Consolidated Financial
Statements contained in this Form 10-K.
Risk of Eminent Domain and Tenant Litigation.
We own Properties in certain areas of the country where real estate values have increased
faster than rental rates in our Properties either because of locally imposed rent control or long
term leases. In such areas, we have learned that certain local government entities have
investigated the possibility of seeking to take our Properties by eminent domain at values below
the value of the underlying land. While no such eminent domain proceeding has been commenced, and
we would exercise all of our rights in connection with any such proceeding, successful condemnation
proceedings by municipalities could adversely affect our financial condition. Moreover, certain of
our Properties located in California are subject to rent control ordinances, some of which not only
severely restrict ongoing rent increases but also prohibit us from increasing rents upon turnover.
Such regulation allows customers to sell their homes for a premium representing the value of the
future discounted rent-controlled rents. As part of our effort to realize the value of our
Properties subject to rent control, we have initiated lawsuits against several municipalities in
California. In response to our efforts, tenant groups have filed lawsuits against us seeking not
only to limit rent increases, but to be awarded large damage awards. If we are unsuccessful in our
efforts to challenge rent control ordinances, it is likely that we will not be able to charge rents
that reflect the intrinsic value of the affected Properties. Finally, tenant groups in non-rent
controlled markets have also attempted to use litigation as a means of protecting themselves from
rent increases reflecting the rental value of the affected Properties. An unfavorable outcome in
the tenant group lawsuits could have an adverse impact on our financial condition.
Environmental and Utility-Related Problems Are Possible and Can be Costly.
Federal, state and local laws and regulations relating to the protection of the environment
may require a current or previous owner or operator of real estate to investigate and clean up
hazardous or toxic substances or petroleum product releases at such property. The owner or
operator may have to pay a governmental entity or third parties for property damage and for
investigation and clean-up costs incurred by such parties in connection with the contamination.
Such laws typically impose clean-up responsibility and liability without regard to whether the
owner or operator knew of or caused the presence of the contaminants. Even if more than one person
may have been responsible for the contamination, each person covered by the environmental laws may
be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the
owner or operator of a site for damages and costs resulting from environmental contamination
emanating from that site.
Environmental laws also govern the presence, maintenance and removal of asbestos. Such laws
require that owners or operators of property containing asbestos properly manage and maintain the
asbestos, that they notify and train those who may come into contact with asbestos and that they
undertake special precautions, including removal or other abatement, if asbestos would be disturbed
during renovation or demolition of a building. Such laws may impose fines and penalties on real
property owners or operators who fail to comply with these requirements and may allow third parties to
seek recovery from owners or operators for personal injury associated with exposure to asbestos
fibers.
11
Utility-related laws and regulations also govern the provision of utility services and
operations of water and wastewater treatment facilities. Such laws regulate, for example, how and
to what extent owners or operators of property can charge renters for provision of, for example,
electricity, and whether and to what extent such utility services can be charged separately from
the base rent. Such laws also regulate the operations and performance of water treatment
facilities and wastewater treatment facilities. Such laws may impose fines and penalties on real
property owners or operators who fail to comply with these requirements.
We Have a Significant Concentration of Properties in Florida and California, and Natural Disasters
or Other Catastrophic Events in These or Other States Could Adversely Affect the Value of Our
Properties and Our Cash Flow.
As of December 31, 2007, we owned or had an ownership interest in 311 Properties located in 28
states and British Columbia, including 87 Properties located in Florida and 48 Properties located
in California. Florida accounted for approximately 44% and California accounted for approximately
17% of property operating revenues for the year ended December 31, 2007. The occurrence of a
natural disaster or other catastrophic event in any of these areas may cause a sudden decrease in
the value of our Properties. While we have obtained insurance policies providing certain coverage
against damage from fire, flood, property damage, earthquake, wind storm and business interruption,
these insurance policies contain coverage limits, limits on covered property and various deductible
amounts that the Company must pay before insurance proceeds are available. Such insurance may
therefore be insufficient to restore our economic position with respect to damage or destruction to
our Properties caused by such occurrences. Moreover, each of these coverages must be renewed every
year and there is the possibility that all or some of the coverages may not be available at a
reasonable cost. In addition, in the event of such natural disaster or other catastrophic event,
the process of obtaining reimbursement for covered losses, including the lag between expenditures
incurred by us and reimbursements received from the insurance providers, could adversely affect our
economic performance.
Market Interest Rates May Have an Effect on the Value of Our Common Stock.
One of the factors that investors consider important in deciding whether to buy or sell shares
of a REIT is the distribution rates with respect to such shares (as a percentage of the price of
such shares) relative to market interest rates. If market interest rates go up, prospective
purchasers of REIT shares may expect a higher distribution rate. Higher interest rates would not,
however, result in more funds for us to distribute and, in fact, would likely increase our
borrowing costs and potentially decrease funds available for distribution. Thus, higher market
interest rates could cause the market price of our publicly traded securities to go down.
We Are Dependent on External Sources of Capital.
To qualify as a REIT, we must distribute to our stockholders each year at least 90% of our
REIT taxable income (determined without regard to the deduction for dividends paid and excluding
any net capital gain). In addition, we intend to distribute all or substantially all of our net
income so that we will generally not be subject to U.S. federal income tax on our earnings.
Because of these distribution requirements, it is not likely that we will be able to fund all
future capital needs, including for acquisitions, from income from operations. We therefore will
have to rely on third-party sources of debt and equity capital financing, which may or may not be
available on favorable terms or at all. Our access to third-party sources of capital depends on a
number of things, including conditions in the capital markets generally and the markets perception
of our growth potential and our current and potential future earnings. Moreover, additional equity
offerings may result in substantial dilution of stockholders interests, and additional debt
financing may substantially increase our leverage.
Our Qualification as a REIT is Dependent on Compliance With U.S. Federal Income Tax Requirements.
We believe we have been organized and operated in a manner so as to qualify for taxation as a
REIT, and we intend to continue to operate so as to qualify as a REIT for U.S. federal income tax
purposes. Qualification as a REIT for U.S. federal income tax purposes, however, is governed by
highly technical and complex provisions of the Code for which there are only limited judicial or
administrative interpretations. In connection with certain transactions, we have received, and
relied, on advice of counsel as to the impact of such transactions on our qualification as a REIT.
Our qualification as a REIT requires analysis of various facts and circumstances that may not be
entirely within our control, and we cannot provide any assurance that the Internal Revenue Service
(the IRS) will agree with our analysis or the analysis of our tax counsel. If the IRS were to
disagree with our analysis or our tax counsels analysis of facts and circumstances, our ability to
qualify as a REIT may be adversely affected. These matters can affect our qualification as a REIT.
In addition, legislation, new regulations, administrative interpretations or court decisions might
significantly change the tax laws with respect to the requirements for qualification as a REIT or
the U.S. federal income tax consequences of qualification as a REIT.
If, with respect to any taxable year, we fail to maintain our qualification as a REIT (and
specified relief provisions under the Code were not applicable to such disqualification), we could
not deduct distributions to stockholders in computing our
12
net taxable income and we would be subject to U.S. federal income tax on our net taxable income at regular corporate rates. Any U.S.
federal income tax payable could include applicable alternative minimum tax. If we had to pay U.S.
federal income tax, the amount of money available to distribute to stockholders and pay
indebtedness would be reduced for the year or years involved, and we would no longer be required to
distribute money to stockholders. In addition, we would also be disqualified from treatment as a
REIT for the four taxable years following the year during which qualification was lost, unless we
were entitled to relief under the relevant statutory provisions. Although we currently intend to
operate in a manner designed to allow us to qualify as a REIT, future economic, market, legal, tax
or other considerations may cause us to revoke the REIT election.
Interpretation of and Changes to Accounting Policies and Standards Could Adversely Affect Our
Reported Financial Results.
Our Accounting Policies and Methods Are the Basis on Which We Report Our Financial Condition and
Results of Operations, and They May Require Management to Make Estimates About Matters that Are
Inherently Uncertain. Our accounting policies and methods are fundamental to the manner in which we
record and report our financial condition and results of operations. Management must exercise
judgment in selecting and applying many of these accounting policies and methods in order to ensure
that they comply with generally accepted accounting principles and reflect managements judgment as
to the most appropriate manner in which to record and report our financial condition and results of
operations. In some cases, management must select the accounting policy or method to apply from two
or more alternatives, any of which might be reasonable under the circumstances yet might result in
reporting materially different amounts than would have been reported under a different alternative.
One policy that will be critical to the presentation of our financial condition and results of
operations in 2008 and beyond is our policy related to Privileged Access. Since April 14, 2006,
Privileged Access has been our largest tenant leasing 81 resort Properties from us. Effective
January 1, 2008, the 100 percent owner of Privileged Access, Mr. Joe McAdams, became our President
and we amended and restated the leases for the 81 Properties. Under generally accepted accounting
principles, effective January 1, 2008, Mr. McAdams, Privileged Access and the Company are
considered related parties. Due to the materiality of the leasing arrangement and the related
party nature of the arrangement, the Company has analyzed whether the operations of Privileged
Access should be consolidated with ours. We have determined under FIN 46 that it would not be
appropriate to consolidate Privileged Access as we do not control Privileged Access and are not the
primary beneficiary of Privileged Access. This conclusion required management to make certain
judgments. As a result of the complex nature of the arrangements, on February 15, 2008, we
submitted a letter to the Office of the Chief Accountant at the SEC describing the relationship and
asking for the SECs concurrence with our conclusions that we should not consolidate the operations
of Privileged Access. As of the date of filing this Form 10-K, we do not have a response from the
SEC. If the SEC disagrees with our conclusions and requires us to consolidate the operations of
Privileged Access beginning January 1, 2008, such consolidation may significantly impact the
presentation of our financial condition and results of operations.
Additionally, the SEC may choose not to review our submission at this
time. If they do not and we do not consolidate, the SEC may choose to
review our position at a later time and may require us to consolidate
the operations of Privileged Access beginning January 1, 2008.
Changes in Accounting Standards Could Adversely Affect Our Reported Financial Results. The bodies
that set accounting standards for public companies, including the Financial Accounting Standards
Board (FASB), the SEC and others, periodically change or revise existing interpretations of the
accounting and reporting standards that govern the way that we report our financial condition and
results of operations. These changes can be difficult to predict and can materially impact our
reported financial results. In some cases, we could be required to apply a new or revised
accounting standard, or a revised interpretation of an accounting standard, retroactively, which
could have a negative impact on reported results or result in the restatement of our financial
statements for prior periods.
Item 1B. Unresolved Staff Comments
None.
13
Item 2. Properties
General
Our Properties provide attractive amenities and common facilities that create a comfortable
and attractive home for our customers, with most offering a clubhouse, a swimming pool, laundry
facilities and cable television service. Many also offer additional amenities such as
sauna/whirlpool spas, golf courses, tennis, shuffleboard and basketball courts, exercise rooms and
various social activities such as concerts. Since most of our customers generally rent our sites
on a long-term basis, it is their responsibility to maintain their homes and the surrounding area.
It is our role to ensure that customers comply with our Property policies and to provide
maintenance of the common areas, facilities and amenities. We hold periodic meetings with our
Property management personnel for training and implementation of our strategies. The Properties
historically have had, and we believe they will continue to have, low turnover and high occupancy
rates.
Property Portfolio
As of December 31, 2007, we owned or had an ownership interest in a portfolio of 311
Properties located throughout the United States and British Columbia containing 112,779 residential
sites.
The distribution of our Properties throughout the United States reflects our belief that
geographic diversification helps insulate the portfolio from regional economic influences. We
intend to target new acquisitions in or near markets where our Properties are located and will also
consider acquisitions of Properties outside such markets. Refer to Note 2(c) of the Notes to
Consolidated Financial Statements contained in this Form 10-K.
Bay Indies located in Venice, Florida and Westwinds located in San Jose, California accounted
for approximately 2.4% and 2.2%, respectively, of our total property operating revenues for the
year ended December 31, 2007.
The following table sets forth certain information relating to the Properties we owned as of
December 31, 2007, categorized by our major markets (excluding membership campground Properties
leased to Privileged Access and Properties owned through joint ventures).
14
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Total |
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Total |
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Number |
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Annual |
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Annual |
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Number |
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of Annual |
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Site |
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Site |
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Annual |
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Annual |
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Develo- |
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Expan- |
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of Sites |
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Sites |
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Occupancy |
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Occupancy |
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Rent |
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Rent |
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pable |
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sion |
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as of |
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as of |
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as of |
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as of |
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as of |
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as of |
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Property |
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Address |
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City |
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State |
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ZIP |
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MH/RV |
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Acres (c) |
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|
Acres (d) |
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Sites (e) |
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12/31/07 |
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12/31/07 |
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12/31/07 |
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12/31/06 |
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12/31/07 |
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12/31/06 |
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Florida |
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East Coast: |
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Sunshine Key |
|
38801 Overseas Hwy |
|
Big Pine Key |
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FL |
|
33043 |
|
RV |
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|
54 |
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|
409 |
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11 |
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100.0 |
% |
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$ |
4,505 |
|
|
|
|
|
Carriage Cove |
|
Five Carriage Cove Way |
|
Daytona Beach |
|
FL |
|
32119 |
|
MH |
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
418 |
|
|
|
418 |
|
|
|
92.6 |
% |
|
|
93.5 |
% |
|
$ |
5,342 |
|
|
$ |
5,138 |
|
Coquina Crossing |
|
4536 Coquina Crossing Dr. |
|
Elkton |
|
FL |
|
32033 |
|
MH |
|
|
316 |
|
|
|
26 |
|
|
|
145 |
|
|
|
597 |
|
|
|
562 |
|
|
|
88.1 |
% |
|
|
86.7 |
%(b) |
|
$ |
5,268 |
|
|
$ |
4,931 |
|
Bulow Plantation |
|
3165 Old Kings Road South |
|
Flagler Beach |
|
FL |
|
32136 |
|
MH |
|
|
323 |
|
|
|
180 |
|
|
|
722 |
|
|
|
276 |
|
|
|
276 |
|
|
|
98.6 |
% |
|
|
98.9 |
%(b) |
|
$ |
5,034 |
|
|
$ |
4,673 |
|
Bulow RV |
|
3345 Old Kings Road South |
|
Flagler Beach |
|
FL |
|
32136 |
|
RV |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
352 |
|
|
|
107 |
|
|
|
100.0 |
% |
|
|
100.0 |
%(f) |
|
$ |
4,779 |
|
|
$ |
4,496 |
|
Carefree Cove |
|
3273 N.W. 37th St |
|
Ft. Lauderdale |
|
FL |
|
33309 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
163 |
|
|
|
163 |
|
|
|
92.0 |
% |
|
|
90.2 |
% |
|
$ |
6,047 |
|
|
$ |
5,772 |
|
Park City West |
|
10550 W. State Road 84 |
|
Ft. Lauderdale |
|
FL |
|
33324 |
|
MH |
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
363 |
|
|
|
363 |
|
|
|
89.5 |
% |
|
|
89.5 |
% |
|
$ |
5,367 |
|
|
$ |
5,155 |
|
Sunshine Holiday |
|
2802 W. Oakland Park Blvd. |
|
Ft. Lauderdale |
|
FL |
|
33311 |
|
MH |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
269 |
|
|
|
269 |
|
|
|
91.8 |
% |
|
|
90.0 |
% |
|
$ |
5,590 |
|
|
$ |
5,343 |
|
Sunshine Holiday RV |
|
2802 W. Oakland Park Blvd. |
|
Ft. Lauderdale |
|
FL |
|
33311 |
|
RV |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131 |
|
|
|
58 |
|
|
|
100.0 |
% |
|
|
100.0 |
%(f) |
|
$ |
5,280 |
|
|
$ |
5,143 |
|
Maralago Cay |
|
6280 S. Ash Lane |
|
Lantana |
|
FL |
|
33462 |
|
MH |
|
|
102 |
|
|
|
5 |
|
|
|
|
|
|
|
602 |
|
|
|
602 |
|
|
|
90.9 |
% |
|
|
92.9 |
% |
|
$ |
6,284 |
|
|
$ |
5,973 |
|
Coral Cay |
|
2801 NW 62nd Avenue |
|
Margate |
|
FL |
|
33063 |
|
MH |
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
819 |
|
|
|
819 |
|
|
|
82.2 |
% |
|
|
82.7 |
% |
|
$ |
5,818 |
|
|
$ |
5,854 |
|
Lakewood Village |
|
3171 Hanson Avenue |
|
Melbourne |
|
FL |
|
32901 |
|
MH |
|
|
68 |
|
|
|
|
|
|
|
|
|
|
|
349 |
|
|
|
349 |
|
|
|
86.8 |
% |
|
|
87.7 |
% |
|
$ |
5,488 |
|
|
$ |
5,292 |
|
Holiday Village |
|
1335 Fleming Ave Box 228 |
|
Ormond Beach |
|
FL |
|
32174 |
|
MH |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
301 |
|
|
|
301 |
|
|
|
86.7 |
% |
|
|
87.0 |
% |
|
$ |
4,666 |
|
|
$ |
4,446 |
|
Sunshine Holiday |
|
1701 North US Hwy 1 |
|
Ormond Beach |
|
FL |
|
32174 |
|
RV |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
349 |
|
|
|
132 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,069 |
|
|
$ |
3,744 |
|
The Meadows |
|
2555 PGA Boulevard |
|
Palm Beach Gardens |
|
FL |
|
33410 |
|
MH |
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
379 |
|
|
|
379 |
|
|
|
83.9 |
% |
|
|
85.2 |
%(b) |
|
$ |
5,936 |
|
|
$ |
5,615 |
|
Breezy Hill RV |
|
800 NE 48th Street |
|
Pompano Beach |
|
FL |
|
33064 |
|
RV |
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
762 |
|
|
|
363 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
5,557 |
|
|
$ |
5,230 |
|
Highland Wood RV |
|
900 NE 48th Street |
|
Pompano Beach |
|
FL |
|
33064 |
|
RV |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
148 |
|
|
|
3 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
5,583 |
|
|
$ |
5,820 |
|
Lighthouse Pointe |
|
155 Spring Drive |
|
Port Orange |
|
FL |
|
32129 |
|
MH |
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
433 |
|
|
|
433 |
|
|
|
86.8 |
% |
|
|
86.8 |
%(b) |
|
$ |
4,613 |
|
|
$ |
4,446 |
|
Pickwick |
|
4500 S. Clyde Morris Blvd |
|
Port Orange |
|
FL |
|
32119 |
|
MH |
|
|
84 |
|
|
|
4 |
|
|
|
|
|
|
|
432 |
|
|
|
432 |
|
|
|
99.5 |
% |
|
|
99.1 |
% |
|
$ |
4,686 |
|
|
$ |
4,606 |
|
Indian Oaks |
|
780 Barnes Boulevard |
|
Rockledge |
|
FL |
|
32955 |
|
MH |
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
208 |
|
|
|
208 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,014 |
|
|
$ |
3,827 |
|
Countryside |
|
8775 20th Street |
|
Vero Beach |
|
FL |
|
32966 |
|
MH |
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
643 |
|
|
|
645 |
|
|
|
89.3 |
% |
|
|
89.3 |
%(b) |
|
$ |
5,117 |
|
|
$ |
4,929 |
|
Heritage Plantation |
|
1101 Ranch Road |
|
Vero Beach |
|
FL |
|
32966 |
|
MH |
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
435 |
|
|
|
436 |
|
|
|
82.6 |
% |
|
|
84.4 |
% |
|
$ |
5,185 |
|
|
$ |
4,901 |
|
Holiday Village |
|
1000 S.W. 27th Avenue |
|
Vero Beach |
|
FL |
|
32968 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
128 |
|
|
|
128 |
|
|
|
35.2 |
% |
|
|
39.8 |
% |
|
$ |
4,233 |
|
|
$ |
4,190 |
|
Sunshine Travel |
|
9455 108th Avenue |
|
Vero Beach |
|
FL |
|
32967 |
|
RV |
|
|
30 |
|
|
|
6 |
|
|
|
48 |
|
|
|
300 |
|
|
|
195 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,058 |
|
|
$ |
3,787 |
|
Central: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clerbook |
|
20005 U.S. Highway 27 |
|
Clermont |
|
FL |
|
34711 |
|
RV |
|
|
288 |
|
|
|
|
|
|
|
|
|
|
|
1,255 |
|
|
|
506 |
|
|
|
100.0 |
% |
|
|
98.1 |
% |
|
$ |
3,574 |
|
|
$ |
3,194 |
|
Lake Magic |
|
9600 Hwy 192 West |
|
Clermont |
|
FL |
|
34714 |
|
RV |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
471 |
|
|
|
146 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,933 |
|
|
$ |
3,411 |
|
Southern Palms |
|
One Avocado Lane |
|
Eustis |
|
FL |
|
32726 |
|
RV |
|
|
120 |
|
|
|
|
|
|
|
|
|
|
|
950 |
|
|
|
385 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,933 |
|
|
$ |
3,269 |
|
Grand Island |
|
13310 Sea Breeze Lane |
|
Grand Island |
|
FL |
|
32735 |
|
MH |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
359 |
|
|
|
359 |
|
|
|
61.6 |
% |
|
|
59.1 |
%(b) |
|
$ |
4,527 |
|
|
$ |
4,378 |
|
Sherwood Forest |
|
5302 W. Irlo Bronson Hwy |
|
Kissimmee |
|
FL |
|
34746 |
|
MH |
|
|
124 |
|
|
|
|
|
|
|
|
|
|
|
767 |
|
|
|
754 |
|
|
|
95.0 |
% |
|
|
94.2 |
%(b) |
|
$ |
4,613 |
|
|
$ |
5,004 |
|
Sherwood Forest RV |
|
5300 W. Irlo Bronson Hwy |
|
Kissimmee |
|
FL |
|
34746 |
|
RV |
|
|
107 |
|
|
|
43 |
|
|
|
149 |
|
|
|
513 |
|
|
|
153 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,574 |
|
|
$ |
4,403 |
|
Tropical Palms |
|
2650 Holiday Trail |
|
Kissimmee |
|
FL |
|
34746 |
|
RV |
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
541 |
|
|
|
53 |
|
|
|
100.0 |
% |
|
|
50.0 |
% |
|
$ |
5,514 |
|
|
$ |
4,096 |
|
Coachwood Colony |
|
2610 Dogwood Place |
|
Leesburg |
|
FL |
|
34748 |
|
MH |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
202 |
|
|
|
202 |
|
|
|
92.1 |
% |
|
|
92.6 |
% |
|
$ |
3,687 |
|
|
$ |
3,460 |
|
Mid-Florida Lakes |
|
199 Forest Dr. |
|
Leesburg |
|
FL |
|
34788 |
|
MH |
|
|
290 |
|
|
|
|
|
|
|
|
|
|
|
1,225 |
|
|
|
1,225 |
|
|
|
81.9 |
% |
|
|
82.5 |
%(b) |
|
$ |
5,204 |
|
|
$ |
4,996 |
|
Southernaire |
|
1700 Sanford Road |
|
Mt. Dora |
|
FL |
|
32757 |
|
MH |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
108 |
|
|
|
108 |
|
|
|
86.1 |
% |
|
|
86.1 |
% |
|
$ |
4,051 |
|
|
$ |
3,945 |
|
Oak Bend |
|
10620 S.W. 27th Ave. |
|
Ocala |
|
FL |
|
34476 |
|
MH |
|
|
62 |
|
|
|
3 |
|
|
|
|
|
|
|
262 |
|
|
|
262 |
|
|
|
88.9 |
% |
|
|
89.3 |
%(b) |
|
$ |
4,227 |
|
|
$ |
4,023 |
|
Villas at Spanish Oaks |
|
3150 N.E. 36th Avenue |
|
Ocala |
|
FL |
|
34479 |
|
MH |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
459 |
|
|
|
459 |
|
|
|
86.5 |
% |
|
|
87.6 |
% |
|
$ |
4,176 |
|
|
$ |
4,327 |
|
Winter Garden |
|
13905 W. Colonial Dr. |
|
Winter Garden |
|
FL |
|
34787 |
|
RV |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
350 |
|
|
|
232 |
|
|
|
100.0 |
% |
|
|
|
(a) |
|
$ |
3,827 |
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Number |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
of Annual |
|
|
Site |
|
|
Site |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Develo- |
|
|
Expan- |
|
|
of Sites |
|
|
Sites |
|
|
Occupancy |
|
|
Occupancy |
|
|
Rent |
|
|
Rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pable |
|
|
sion |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
Acres (c) |
|
|
Acres (d) |
|
|
Sites (e) |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/06 |
|
|
12/31/07 |
|
|
12/31/06 |
|
Gulf Coast (Tampa/Naples): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tobys RV |
|
3550 N.E. Hwy 70 |
|
Arcadia |
|
FL |
|
34266 |
|
RV |
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
379 |
|
|
|
318 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,333 |
|
|
$ |
2,026 |
|
Manatee |
|
800 Kay Road NE |
|
Bradenton |
|
FL |
|
34212 |
|
RV |
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
415 |
|
|
|
240 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,549 |
|
|
$ |
4,092 |
|
Windmill Manor |
|
5320 53rd Ave. East |
|
Bradenton |
|
FL |
|
34203 |
|
MH |
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
292 |
|
|
|
292 |
|
|
|
95.5 |
% |
|
|
93.8 |
% |
|
$ |
5,241 |
|
|
$ |
5,034 |
|
Glen Ellen |
|
2882 Gulf to Bay Blvd |
|
Clearwater |
|
FL |
|
33759 |
|
MH |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
106 |
|
|
|
94.3 |
% |
|
|
95.3 |
% |
|
$ |
4,431 |
|
|
$ |
4,239 |
|
Hillcrest |
|
2346 Druid Road East |
|
Clearwater |
|
FL |
|
33764 |
|
MH |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
278 |
|
|
|
278 |
|
|
|
93.9 |
% |
|
|
87.8 |
% |
|
$ |
5,103 |
|
|
$ |
4,838 |
|
Holiday Ranch |
|
4300 East Bay Drive |
|
Clearwater |
|
FL |
|
33764 |
|
MH |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
150 |
|
|
|
92.7 |
% |
|
|
91.3 |
% |
|
$ |
4,125 |
|
|
$ |
4,800 |
|
Silk Oak |
|
28488 US Highway 19 N |
|
Clearwater |
|
FL |
|
33761 |
|
MH |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
181 |
|
|
|
181 |
|
|
|
92.3 |
% |
|
|
91.7 |
% |
|
$ |
4,455 |
|
|
$ |
5,124 |
|
Crystal Isles |
|
11419 W. Ft. Island Drive |
|
Crystal River |
|
FL |
|
34429 |
|
RV |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
260 |
|
|
|
38 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,385 |
|
|
$ |
3,502 |
|
Lake Haven |
|
1415 Main Street |
|
Dunedin |
|
FL |
|
34698 |
|
MH |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
379 |
|
|
|
379 |
|
|
|
91.3 |
% |
|
|
89.2 |
% |
|
$ |
6,194 |
|
|
$ |
5,756 |
|
Fort Myers Beach Resort |
|
16299 San Carlos Blvd. |
|
Fort Myers |
|
FL |
|
33908 |
|
RV |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
306 |
|
|
|
102 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
5,520 |
|
|
$ |
5,054 |
|
Gulf Air Resort |
|
17279 San Carlos Blvd. SW |
|
Fort Myers |
|
FL |
|
33931 |
|
RV |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
246 |
|
|
|
156 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,515 |
|
|
$ |
4,283 |
|
Barrington Hills |
|
9412 New York Avenue |
|
Hudson |
|
FL |
|
34667 |
|
RV |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
392 |
|
|
|
267 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,678 |
|
|
$ |
2,464 |
|
Down Yonder |
|
7001 N. 142nd Avenue |
|
Largo |
|
FL |
|
33771 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
361 |
|
|
|
361 |
|
|
|
99.4 |
% |
|
|
99.2 |
% |
|
$ |
5,734 |
|
|
$ |
5,515 |
|
East Bay Oaks |
|
601 Starkey Road |
|
Largo |
|
FL |
|
33771 |
|
MH |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
328 |
|
|
|
328 |
|
|
|
97.9 |
% |
|
|
97.9 |
% |
|
$ |
5,470 |
|
|
$ |
5,247 |
|
Eldorado Village |
|
2505 East Bay Drive |
|
Largo |
|
FL |
|
33771 |
|
MH |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
227 |
|
|
|
227 |
|
|
|
99.6 |
% |
|
|
98.2 |
% |
|
$ |
4,442 |
|
|
$ |
5,208 |
|
Shangri La |
|
249 Jasper Street N.W. |
|
Largo |
|
FL |
|
33770 |
|
MH |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
160 |
|
|
|
160 |
|
|
|
91.9 |
% |
|
|
96.9 |
% |
|
$ |
5,056 |
|
|
$ |
4,809 |
|
Vacation Village |
|
6900 Ulmerton Road |
|
Largo |
|
FL |
|
33771 |
|
RV |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
293 |
|
|
|
191 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,942 |
|
|
$ |
3,760 |
|
Pasco |
|
21632 State Road 54 |
|
Lutz |
|
FL |
|
33549 |
|
RV |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
255 |
|
|
|
167 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,356 |
|
|
$ |
3,182 |
|
Buccaneer |
|
2210 N. Tamiami Trail N.E. |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
223 |
|
|
|
39 |
|
|
|
162 |
|
|
|
971 |
|
|
|
971 |
|
|
|
98.2 |
% |
|
|
98.2 |
% |
|
$ |
5,490 |
|
|
$ |
5,269 |
|
Island Vista MHC |
|
3000 N. Tamiami Trail |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
616 |
|
|
|
542 |
|
|
|
100.4 |
% |
|
|
100.0 |
% |
|
$ |
3,834 |
|
|
$ |
3,809 |
|
Lake Fairways |
|
19371 Tamiami Trail |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
259 |
|
|
|
|
|
|
|
|
|
|
|
896 |
|
|
|
896 |
|
|
|
99.6 |
% |
|
|
99.7 |
% |
|
$ |
5,559 |
|
|
$ |
5,295 |
|
Pine Lakes |
|
10200 Pine Lakes Blvd. |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
314 |
|
|
|
|
|
|
|
|
|
|
|
584 |
|
|
|
584 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
6,595 |
|
|
$ |
6,282 |
|
Pioneer Village |
|
7974 Samville Rd. |
|
N. Ft. Myers |
|
FL |
|
33917 |
|
RV |
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
733 |
|
|
|
408 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,675 |
|
|
$ |
3,521 |
|
The Heritage |
|
3000 Heritage Lakes Blvd. |
|
N. Ft. Myers |
|
FL |
|
33917 |
|
MH |
|
|
214 |
|
|
|
22 |
|
|
|
132 |
|
|
|
455 |
|
|
|
455 |
|
|
|
98.0 |
% |
|
|
98.0 |
%(b) |
|
$ |
4,930 |
|
|
$ |
4,734 |
|
Country Place |
|
2601 Country Place Blvd. |
|
New Port Richey |
|
FL |
|
34655 |
|
MH |
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
515 |
|
|
|
515 |
|
|
|
99.8 |
% |
|
|
100.0 |
% |
|
$ |
3,844 |
|
|
$ |
3,672 |
|
Hacienda Village |
|
7107 Gibraltar Ave |
|
New Port Richey |
|
FL |
|
34653 |
|
MH |
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
505 |
|
|
|
505 |
|
|
|
97.6 |
% |
|
|
97.4 |
% |
|
$ |
4,564 |
|
|
$ |
4,319 |
|
Harbor View |
|
6617 Louisna Ave |
|
New Port Richey |
|
FL |
|
34653 |
|
MH |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
471 |
|
|
|
471 |
|
|
|
97.5 |
% |
|
|
98.5 |
% |
|
$ |
3,823 |
|
|
$ |
3,462 |
|
Bay Lake Estates |
|
1200 East Colonia Lane |
|
Nokomis |
|
FL |
|
34275 |
|
MH |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
228 |
|
|
|
228 |
|
|
|
95.2 |
% |
|
|
95.6 |
% |
|
$ |
5,963 |
|
|
$ |
5,692 |
|
Royal Coachman |
|
1070 Laurel Road East |
|
Nokomis |
|
FL |
|
34275 |
|
RV |
|
|
111 |
|
|
|
|
|
|
|
|
|
|
|
546 |
|
|
|
414 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
5,804 |
|
|
$ |
5,531 |
|
Windmill Village |
|
16131 N. Cleveland Ave. |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
491 |
|
|
|
491 |
|
|
|
93.1 |
% |
|
|
92.9 |
% |
|
$ |
4,889 |
|
|
$ |
4,294 |
|
Silver Dollar |
|
12515 Silver Dollar Drive |
|
Odessa |
|
FL |
|
33556 |
|
RV |
|
|
412 |
|
|
|
|
|
|
|
|
|
|
|
385 |
|
|
|
389 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,420 |
|
|
$ |
3,953 |
|
Terra Ceia |
|
9303 Bayshore Road |
|
Palmetto |
|
FL |
|
34221 |
|
RV |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
203 |
|
|
|
131 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,449 |
|
|
$ |
2,951 |
|
Lakes at Countrywood |
|
745 Arbor Estates Way |
|
Plant City |
|
FL |
|
33565 |
|
MH |
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
424 |
|
|
|
424 |
|
|
|
92.0 |
% |
|
|
91.3 |
%(b) |
|
$ |
3,785 |
|
|
$ |
3,596 |
|
Meadows at Countrywood |
|
745 Arbor Estates Way |
|
Plant City |
|
FL |
|
33565 |
|
MH |
|
|
140 |
|
|
|
13 |
|
|
|
110 |
|
|
|
737 |
|
|
|
799 |
|
|
|
94.9 |
% |
|
|
94.6 |
%(b) |
|
$ |
4,510 |
|
|
$ |
4,261 |
|
Oaks at Countrywood |
|
745 Arbor Estates Way |
|
Plant City |
|
FL |
|
33565 |
|
MH |
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
168 |
|
|
|
168 |
|
|
|
76.8 |
% |
|
|
75.0 |
%(b) |
|
$ |
3,804 |
|
|
$ |
3,710 |
|
Harbor Lakes |
|
3737 El Jobean Road #294 |
|
Port Charlotte |
|
FL |
|
33953 |
|
RV |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
528 |
|
|
|
292 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,221 |
|
|
$ |
3,905 |
|
Gulf View |
|
10205 Burnt Store Road |
|
Punta Gorda |
|
FL |
|
33950 |
|
RV |
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
206 |
|
|
|
44 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,950 |
|
|
$ |
3,872 |
|
Tropical Palms MHC |
|
17100 Tamiami Trail |
|
Punta Gorda |
|
FL |
|
33955 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
297 |
|
|
|
297 |
|
|
|
85.2 |
% |
|
|
85.9 |
% |
|
$ |
3,167 |
|
|
$ |
3,053 |
|
Winds of St. Armands No |
|
4000 N. Tuttle Ave. |
|
Sarasota |
|
FL |
|
34234 |
|
MH |
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
471 |
|
|
|
471 |
|
|
|
94.7 |
% |
|
|
95.1 |
% |
|
$ |
5,364 |
|
|
$ |
5,121 |
|
Winds of St. Armands So |
|
3000 N. Tuttle Ave. |
|
Sarasota |
|
FL |
|
34234 |
|
MH |
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
306 |
|
|
|
306 |
|
|
|
99.3 |
% |
|
|
99.0 |
% |
|
$ |
5,610 |
|
|
$ |
5,090 |
|
Topics |
|
13063 County Line Road |
|
Spring Hill |
|
FL |
|
34609 |
|
RV |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
230 |
|
|
|
197 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,739 |
|
|
$ |
2,576 |
|
Pine Island |
|
5120 Stringfellow Road |
|
St. James City |
|
FL |
|
33956 |
|
RV |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
363 |
|
|
|
65 |
|
|
|
100.0 |
% |
|
|
|
(a) |
|
$ |
4,701 |
|
|
|
|
|
Bay Indies |
|
950 Ridgewood Ave |
|
Venice |
|
FL |
|
34285 |
|
MH |
|
|
210 |
|
|
|
|
|
|
|
|
|
|
|
1,309 |
|
|
|
1,309 |
|
|
|
95.8 |
% |
|
|
96.2 |
% |
|
$ |
6,419 |
|
|
$ |
6,054 |
|
Ramblers Rest |
|
1300 North River Rd. |
|
Venice |
|
FL |
|
34293 |
|
RV |
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
647 |
|
|
|
470 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,350 |
|
|
$ |
4,008 |
|
Sixth Avenue |
|
39345 6th Avenue |
|
Zephyrhills |
|
FL |
|
33542 |
|
MH |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
134 |
|
|
|
134 |
|
|
|
90.3 |
% |
|
|
91.0 |
% |
|
$ |
2,343 |
|
|
$ |
2,271 |
|
Total Florida Market: |
|
|
|
|
|
|
|
|
|
|
|
|
6,797 |
|
|
|
341 |
|
|
|
1,468 |
|
|
|
35,155 |
|
|
|
28,413 |
|
|
|
94.2 |
% |
|
|
93.8 |
% |
|
$ |
4,655 |
|
|
$ |
4,444 |
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Number |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
of Annual |
|
|
Site |
|
|
Site |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Develo- |
|
|
Expan- |
|
|
of Sites |
|
|
Sites |
|
|
Occupancy |
|
|
Occupancy |
|
|
Rent |
|
|
Rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pable |
|
|
sion |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
Acres (c) |
|
|
Acres (d) |
|
|
Sites (e) |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/06 |
|
|
12/31/07 |
|
|
12/31/06 |
|
California |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northern California: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monte del Lago |
|
13100 Monte del Lago |
|
Castroville |
|
CA |
|
95012 |
|
MH |
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
310 |
|
|
|
310 |
|
|
|
93.2 |
% |
|
|
96.1 |
%(b) |
|
$ |
11,759 |
|
|
$ |
10,892 |
|
Colony Park |
|
3939 Central Avenue |
|
Ceres |
|
CA |
|
95307 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
186 |
|
|
|
186 |
|
|
|
89.8 |
% |
|
|
90.9 |
% |
|
$ |
6,881 |
|
|
$ |
6,494 |
|
Four Seasons |
|
3138 West Dakota |
|
Fresno |
|
CA |
|
93722 |
|
MH |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
242 |
|
|
|
242 |
|
|
|
88.0 |
% |
|
|
89.7 |
% |
|
$ |
4,065 |
|
|
$ |
3,967 |
|
Tahoe Valley |
|
1175 Melba Drive |
|
Lake Tahoe |
|
CA |
|
96150 |
|
RV |
|
|
86 |
|
|
|
20 |
|
|
|
200 |
|
|
|
413 |
|
|
|
5 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Sea Oaks |
|
1675 Los Osos Valley Rd., #221 |
|
Los Osos |
|
CA |
|
93402 |
|
MH |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
125 |
|
|
|
125 |
|
|
|
98.4 |
% |
|
|
99.2 |
% |
|
$ |
5,861 |
|
|
$ |
5,793 |
|
Coralwood |
|
331 Coralwood |
|
Modesto |
|
CA |
|
95356 |
|
MH |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
194 |
|
|
|
194 |
|
|
|
85.1 |
% |
|
|
95.9 |
% |
|
$ |
8,083 |
|
|
$ |
7,596 |
|
Concord Cascade |
|
245 Aria Drive |
|
Pacheco |
|
CA |
|
94553 |
|
MH |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
283 |
|
|
|
283 |
|
|
|
100.0 |
% |
|
|
99.3 |
% |
|
$ |
7,495 |
|
|
$ |
7,258 |
|
San Francisco RV |
|
700 Palmetto Ave |
|
Pacifica |
|
CA |
|
94044 |
|
RV |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quail Meadows |
|
5901 Newbrook Drive |
|
Riverbank |
|
CA |
|
95367 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
146 |
|
|
|
146 |
|
|
|
98.6 |
% |
|
|
100.0 |
% |
|
$ |
8,039 |
|
|
$ |
7,706 |
|
California Hawaiian |
|
3637 Snell Avenue |
|
San Jose |
|
CA |
|
95136 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
418 |
|
|
|
418 |
|
|
|
99.0 |
% |
|
|
92.8 |
% |
|
$ |
9,920 |
|
|
$ |
9,120 |
|
Sunshadow |
|
1350 Panoche Avenue |
|
San Jose |
|
CA |
|
95122 |
|
MH |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
121 |
|
|
|
121 |
|
|
|
97.5 |
% |
|
|
95.9 |
% |
|
$ |
9,444 |
|
|
$ |
8,903 |
|
Village of the Four Seasons |
|
200 Ford Road |
|
San Jose |
|
CA |
|
95138 |
|
MH |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
271 |
|
|
|
271 |
|
|
|
92.6 |
% |
|
|
90.4 |
% |
|
$ |
8,847 |
|
|
$ |
8,414 |
|
Westwinds (4 Properties) |
|
500 Nicholson Lane |
|
San Jose |
|
CA |
|
95134 |
|
MH |
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
723 |
|
|
|
723 |
|
|
|
92.3 |
% |
|
|
89.2 |
% |
|
$ |
10,584 |
|
|
$ |
9,945 |
|
Laguna Lake |
|
1801 Perfumo Canyon Road |
|
San Luis Obispo |
|
CA |
|
93405 |
|
MH |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
290 |
|
|
|
290 |
|
|
|
99.7 |
% |
|
|
99.7 |
% |
|
$ |
5,406 |
|
|
$ |
5,219 |
|
Contempo Marin |
|
400 Yosemite Road |
|
San Rafael |
|
CA |
|
94903 |
|
MH |
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
396 |
|
|
|
396 |
|
|
|
98.2 |
% |
|
|
98.5 |
% |
|
$ |
8,311 |
|
|
$ |
8,082 |
|
DeAnza Santa Cruz |
|
2395 Delaware Avenue |
|
Santa Cruz |
|
CA |
|
95060 |
|
MH |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
198 |
|
|
|
198 |
|
|
|
94.9 |
% |
|
|
95.5 |
% |
|
$ |
9,676 |
|
|
$ |
9,004 |
|
Santa Cruz Ranch RV Resort |
|
917 Disc Drive |
|
Scotts Valley |
|
CA |
|
95066 |
|
RV |
|
|
6.65 |
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
|
|
|
|
|
|
|
Royal Oaks |
|
415 Akers Drive N. |
|
Visalia |
|
CA |
|
93291 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
149 |
|
|
|
149 |
|
|
|
92.6 |
% |
|
|
88.6 |
% |
|
$ |
4,953 |
|
|
$ |
4,456 |
|
Southern California: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Palm Country Club |
|
36-200 Date Palm Drive |
|
Cathedral City |
|
CA |
|
92234 |
|
MH |
|
|
232 |
|
|
|
3 |
|
|
|
24 |
|
|
|
538 |
|
|
|
538 |
|
|
|
98.1 |
% |
|
|
97.8 |
% |
|
$ |
10,240 |
|
|
$ |
9,932 |
|
Date Palm RV |
|
36-100 Date Palm Drive |
|
Cathedral City |
|
CA |
|
92234 |
|
RV |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
(f) |
|
|
|
|
|
|
|
|
Pacific Dunes Ranch |
|
1205 Silver Spur Place |
|
Oceana |
|
CA |
|
93445 |
|
RV |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
215 |
|
|
|
1 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
5,355 |
|
Rancho Mesa |
|
450 East Bradley Ave. |
|
El Cajon |
|
CA |
|
92021 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
158 |
|
|
|
158 |
|
|
|
70.3 |
% |
|
|
81.0 |
% |
|
$ |
10,839 |
|
|
$ |
10,529 |
|
Rancho Valley |
|
12970 Hwy 8 Business |
|
El Cajon |
|
CA |
|
92021 |
|
MH |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
140 |
|
|
|
140 |
|
|
|
95.0 |
% |
|
|
97.1 |
% |
|
$ |
10,922 |
|
|
$ |
10,843 |
|
Royal Holiday |
|
4400 W Florida Ave |
|
Hemet |
|
CA |
|
92545 |
|
MH |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
179 |
|
|
|
179 |
|
|
|
57.5 |
% |
|
|
58.1 |
% |
|
$ |
4,770 |
|
|
$ |
4,503 |
|
Las Palmas |
|
1025 S. Riverside Ave. |
|
Rialto |
|
CA |
|
92376 |
|
MH |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
136 |
|
|
|
136 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
5,175 |
|
|
$ |
4,796 |
|
Parque La Quinta |
|
350 S. Willow Ave. #120 |
|
Rialto |
|
CA |
|
92376 |
|
MH |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
166 |
|
|
|
166 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
5,172 |
|
|
$ |
4,922 |
|
Meadowbrook |
|
8301 Mission Gorge Rd. |
|
Santee |
|
CA |
|
92071 |
|
MH |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
338 |
|
|
|
338 |
|
|
|
98.2 |
% |
|
|
97.9 |
% |
|
$ |
9,065 |
|
|
$ |
8,918 |
|
Lamplighter |
|
10767 Jamacha Blvd. |
|
Spring Valley |
|
CA |
|
91978 |
|
MH |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
270 |
|
|
|
270 |
|
|
|
94.8 |
% |
|
|
98.1 |
% |
|
$ |
11,213 |
|
|
$ |
11,104 |
|
Santiago Estates |
|
13691 Gavina Ave. #632 |
|
Sylmar |
|
CA |
|
91342 |
|
MH |
|
|
113 |
|
|
|
9 |
|
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
10,067 |
|
|
$ |
9,601 |
|
Total California Market |
|
|
|
|
|
|
|
|
|
|
|
|
1,287 |
|
|
|
32 |
|
|
|
224 |
|
|
|
7,333 |
|
|
|
6,283 |
|
|
|
93.1 |
% |
|
|
94.1 |
% |
|
$ |
8,199 |
|
|
$ |
7,734 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arizona |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Countryside RV |
|
2701 S. Idaho Rd |
|
Apache Junction |
|
AZ |
|
85219 |
|
RV |
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
560 |
|
|
|
330 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,843 |
|
|
$ |
2,748 |
|
Golden Sun RV |
|
999 W Broadway Ave |
|
Apache Junction |
|
AZ |
|
85220 |
|
RV |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
329 |
|
|
|
209 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,738 |
|
|
$ |
2,711 |
|
Casita Verde RV |
|
2200 N. Trekell Rd. |
|
Casa Grande |
|
AZ |
|
85222 |
|
RV |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
192 |
|
|
|
110 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,148 |
|
|
$ |
2,086 |
|
Fiesta Grande RV |
|
1511 East Florence Blvd. |
|
Casa Grande |
|
AZ |
|
85222 |
|
RV |
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
767 |
|
|
|
507 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,546 |
|
|
$ |
2,451 |
|
Foothills West RV |
|
10167 N. Encore Dr. |
|
Casa Grande |
|
AZ |
|
85222 |
|
RV |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
188 |
|
|
|
132 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,106 |
|
|
$ |
1,998 |
|
Monte Vista |
|
8865 E. Baseline Road |
|
Mesa |
|
AZ |
|
85209 |
|
RV |
|
|
142 |
|
|
|
56 |
|
|
|
515 |
|
|
|
832 |
|
|
|
774 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
5,456 |
|
|
$ |
5,296 |
|
Viewpoint |
|
8700 E. University |
|
Mesa |
|
AZ |
|
85207 |
|
RV |
|
|
332 |
|
|
|
55 |
|
|
|
467 |
|
|
|
1,952 |
|
|
|
1,486 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,528 |
|
|
$ |
4,278 |
|
Venture In |
|
270 N. Clark Rd. |
|
Show Low |
|
AZ |
|
85901 |
|
RV |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
389 |
|
|
|
271 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,561 |
|
|
$ |
2,511 |
|
Paradise |
|
10950 W. Union Hill Drive |
|
Sun City |
|
AZ |
|
85373 |
|
RV |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
950 |
|
|
|
847 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,823 |
|
|
$ |
3,623 |
|
Araby |
|
6649 E. 32nd. St. |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
337 |
|
|
|
299 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,850 |
|
|
$ |
2,686 |
|
Cactus Gardens |
|
10657 S. Ave. 9-E |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
430 |
|
|
|
269 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,962 |
|
|
$ |
1,798 |
|
Capri RV |
|
3380 South 4th Ave |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
303 |
|
|
|
229 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,668 |
|
|
$ |
2,560 |
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Number |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
of Annual |
|
|
Site |
|
|
Site |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Develo- |
|
|
Expan- |
|
|
of Sites |
|
|
Sites |
|
|
Occupancy |
|
|
Occupancy |
|
|
Rent |
|
|
Rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pable |
|
|
sion |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
Acres (c) |
|
|
Acres (d) |
|
|
Sites (e) |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/06 |
|
|
12/31/07 |
|
|
12/31/06 |
|
Desert Paradise |
|
10537 South Ave., 9E |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
260 |
|
|
|
126 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,980 |
|
|
$ |
1,859 |
|
Foothill |
|
12705 E. South Frontage Rd. |
|
Yuma |
|
AZ |
|
85367 |
|
RV |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
180 |
|
|
|
68 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,011 |
|
|
$ |
1,908 |
|
Mesa Verde |
|
3649 & 3749 South 4th Ave. |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
345 |
|
|
|
318 |
|
|
|
100.0 |
% |
|
|
|
(a) |
|
$ |
2,272 |
|
|
|
|
|
Suni Sands |
|
1960 East 32nd Street |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
336 |
|
|
|
185 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,426 |
|
|
$ |
2,217 |
|
Casa del Sol East II |
|
10960 N. 67th Avenue |
|
Glendale |
|
AZ |
|
85304 |
|
MH |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
239 |
|
|
|
239 |
|
|
|
78.7 |
% |
|
|
80.3 |
% |
|
$ |
6,864 |
|
|
$ |
6,697 |
|
Casa del Sol East III |
|
10960 N. 67th Avenue |
|
Glendale |
|
AZ |
|
85304 |
|
MH |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
236 |
|
|
|
236 |
|
|
|
82.6 |
% |
|
|
84.3 |
% |
|
$ |
6,832 |
|
|
$ |
6,696 |
|
Palm Shadows |
|
7300 N. 51st. Avenue |
|
Glendale |
|
AZ |
|
85301 |
|
MH |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
294 |
|
|
|
294 |
|
|
|
81.3 |
% |
|
|
80.3 |
% |
|
$ |
5,473 |
|
|
$ |
5,293 |
|
Hacienda de Valencia |
|
201 S. Greenfield Rd. |
|
Mesa |
|
AZ |
|
85206 |
|
MH |
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
365 |
|
|
|
365 |
|
|
|
93.7 |
% |
|
|
90.4 |
% |
|
$ |
5,659 |
|
|
$ |
5,497 |
|
The Highlands at Brentwood |
|
120 North Val Vista Drive |
|
Mesa |
|
AZ |
|
85213 |
|
MH |
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
273 |
|
|
|
273 |
|
|
|
96.3 |
% |
|
|
97.8 |
% |
|
$ |
6,842 |
|
|
$ |
6,559 |
|
The Mark |
|
625 West McKellips |
|
Mesa |
|
AZ |
|
85201 |
|
MH |
|
|
60 |
|
|
|
4 |
|
|
|
|
|
|
|
410 |
|
|
|
410 |
|
|
|
57.6 |
% |
|
|
56.1 |
% |
|
$ |
5,146 |
|
|
$ |
5,084 |
|
Apollo Village |
|
10701 N. 99th Ave. |
|
Peoria |
|
AZ |
|
85345 |
|
MH |
|
|
29 |
|
|
|
3 |
|
|
|
|
|
|
|
236 |
|
|
|
236 |
|
|
|
91.5 |
% |
|
|
85.6 |
%(b) |
|
$ |
5,535 |
|
|
$ |
5,369 |
|
Casa del Sol West I |
|
11411 N. 91st Avenue |
|
Peoria |
|
AZ |
|
85345 |
|
MH |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
245 |
|
|
|
245 |
|
|
|
93.5 |
% |
|
|
87.8 |
% |
|
$ |
6,403 |
|
|
$ |
6,309 |
|
Carefree Manor |
|
19602 N. 32nd Street |
|
Phoenix |
|
AZ |
|
85050 |
|
MH |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
130 |
|
|
|
130 |
|
|
|
80.8 |
% |
|
|
78.9 |
% |
|
$ |
4,868 |
|
|
$ |
4,601 |
|
Central Park |
|
205 West Bell Road |
|
Phoenix |
|
AZ |
|
85023 |
|
MH |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
293 |
|
|
|
293 |
|
|
|
95.6 |
% |
|
|
88.1 |
% |
|
$ |
5,810 |
|
|
$ |
5,623 |
|
Desert Skies |
|
19802 N. 32 Street |
|
Phoenix |
|
AZ |
|
85024 |
|
MH |
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
165 |
|
|
|
165 |
|
|
|
98.8 |
% |
|
|
98.2 |
% |
|
$ |
4,999 |
|
|
$ |
4,864 |
|
Sunrise Heights |
|
17801 North 16th Street |
|
Phoenix |
|
AZ |
|
85022 |
|
MH |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
199 |
|
|
|
199 |
|
|
|
91.0 |
% |
|
|
84.4 |
% |
|
$ |
5,720 |
|
|
$ |
5,532 |
|
Whispering Palms |
|
19225 N. Cave Creek Rd. |
|
Phoenix |
|
AZ |
|
85024 |
|
MH |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
116 |
|
|
|
116 |
|
|
|
95.7 |
% |
|
|
94.0 |
% |
|
$ |
4,368 |
|
|
$ |
4,234 |
|
Sedona Shadows |
|
6770 W. U.S. Hwy 89A |
|
Sedona |
|
AZ |
|
86336 |
|
MH |
|
|
48 |
|
|
|
6 |
|
|
|
10 |
|
|
|
198 |
|
|
|
197 |
|
|
|
99.5 |
% |
|
|
100.0 |
% |
|
$ |
6,702 |
|
|
$ |
6,316 |
|
The Meadows |
|
2401 W. Southern Ave. |
|
Tempe |
|
AZ |
|
85282 |
|
MH |
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
391 |
|
|
|
391 |
|
|
|
90.0 |
% |
|
|
85.2 |
% |
|
$ |
6,242 |
|
|
$ |
5,989 |
|
Fairview Manor |
|
3115 N. Fairview Avenue |
|
Tucson |
|
AZ |
|
85705 |
|
MH |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
235 |
|
|
|
235 |
|
|
|
80.0 |
% |
|
|
75.7 |
% |
|
$ |
4,533 |
|
|
$ |
4,506 |
|
Total Arizona Market |
|
|
|
|
|
|
|
|
|
|
|
|
1,529 |
|
|
|
124 |
|
|
|
992 |
|
|
|
12,375 |
|
|
|
10,184 |
|
|
|
94.0 |
% |
|
|
92.5 |
% |
|
$ |
4,279 |
|
|
$ |
4,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colorado |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Golden Terrace South RV |
|
17801 West Colfax Ave. |
|
Golden |
|
CO |
|
80401 |
|
RV |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hillcrest Village |
|
1600 Sable Boulevard |
|
Aurora |
|
CO |
|
80011 |
|
MH |
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
601 |
|
|
|
601 |
|
|
|
76.9 |
% |
|
|
74.2 |
% |
|
$ |
6,540 |
|
|
$ |
6,477 |
|
Cimarron |
|
12205 North Perry |
|
Broomfield |
|
CO |
|
80020 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
327 |
|
|
|
327 |
|
|
|
84.1 |
% |
|
|
85.3 |
% |
|
$ |
6,351 |
|
|
$ |
6,142 |
|
Holiday Village |
|
3405 Sinton Road |
|
Co. Springs |
|
CO |
|
80907 |
|
MH |
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
240 |
|
|
|
240 |
|
|
|
78.3 |
% |
|
|
78.8 |
% |
|
$ |
6,697 |
|
|
$ |
6,468 |
|
Bear Creek |
|
3500 South King Street |
|
Denver |
|
CO |
|
80236 |
|
MH |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
122 |
|
|
|
92.6 |
% |
|
|
94.3 |
% |
|
$ |
6,212 |
|
|
$ |
6,173 |
|
Holiday Hills |
|
2000 West 92nd Avenue |
|
Denver |
|
CO |
|
80260 |
|
MH |
|
|
99 |
|
|
|
|
|
|
|
|
|
|
|
736 |
|
|
|
736 |
|
|
|
83.8 |
% |
|
|
86.1 |
% |
|
$ |
6,397 |
|
|
$ |
6,145 |
|
Golden Terrace |
|
17601 West Colfax Ave. |
|
Golden |
|
CO |
|
80401 |
|
MH |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
265 |
|
|
|
265 |
|
|
|
84.2 |
% |
|
|
84.9 |
% |
|
$ |
6,949 |
|
|
$ |
6,667 |
|
Golden Terrace South |
|
17601 West Colfax Ave. |
|
Golden |
|
CO |
|
80401 |
|
MH |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
80 |
|
|
|
80 |
|
|
|
72.5 |
% |
|
|
70.0 |
% |
|
$ |
6,864 |
|
|
$ |
6,506 |
|
Golden Terrace West |
|
17601 West Colfax Ave. |
|
Golden |
|
CO |
|
80401 |
|
MH |
|
|
39 |
|
|
|
7 |
|
|
|
|
|
|
|
316 |
|
|
|
316 |
|
|
|
81.0 |
% |
|
|
82.9 |
% |
|
$ |
6,776 |
|
|
$ |
6,556 |
|
Pueblo Grande |
|
999 Fortino Blvd. West |
|
Pueblo |
|
CO |
|
81008 |
|
MH |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
251 |
|
|
|
251 |
|
|
|
88.0 |
% |
|
|
90.0 |
% |
|
$ |
4,141 |
|
|
$ |
3,899 |
|
Woodland Hills |
|
1500 W. Thornton Pkwy. |
|
Thorton |
|
CO |
|
80260 |
|
MH |
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
434 |
|
|
|
434 |
|
|
|
82.7 |
% |
|
|
82.9 |
% |
|
$ |
5,902 |
|
|
$ |
5,523 |
|
Total Colorado Market |
|
|
|
|
|
|
|
|
|
|
|
|
445 |
|
|
|
7 |
|
|
|
0 |
|
|
|
3,452 |
|
|
|
3,372 |
|
|
|
82.4 |
% |
|
|
82.9 |
% |
|
$ |
6,283 |
|
|
$ |
6,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waterford |
|
205 Joan Drive |
|
Bear |
|
DE |
|
19701 |
|
MH |
|
|
159 |
|
|
|
|
|
|
|
|
|
|
|
731 |
|
|
|
731 |
|
|
|
95.2 |
% |
|
|
94.7 |
%(b) |
|
$ |
5,915 |
|
|
$ |
5,663 |
|
Whispering Pines |
|
32045 Janice Road |
|
Lewes |
|
DE |
|
19958 |
|
MH |
|
|
67 |
|
|
|
2 |
|
|
|
|
|
|
|
393 |
|
|
|
393 |
|
|
|
85.8 |
% |
|
|
86.7 |
% |
|
$ |
4,343 |
|
|
$ |
4,205 |
|
Mariners Cove |
|
35356 Sussex Lane #1 |
|
Millsboro |
|
DE |
|
19966 |
|
MH |
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
375 |
|
|
|
375 |
|
|
|
94.9 |
% |
|
|
94.7 |
%(b) |
|
$ |
6,734 |
|
|
$ |
6,534 |
|
Aspen Meadows |
|
303 Palace Lane |
|
Rehoboth |
|
DE |
|
19971 |
|
MH |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
200 |
|
|
|
200 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,921 |
|
|
$ |
4,757 |
|
Camelot Meadows |
|
303 Palace Lane |
|
Rehoboth |
|
DE |
|
19971 |
|
MH |
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
301 |
|
|
|
302 |
|
|
|
99.0 |
% |
|
|
98.7 |
% |
|
$ |
4,598 |
|
|
$ |
4,412 |
|
McNicol |
|
303 Palace Lane |
|
Rehoboth |
|
DE |
|
19971 |
|
MH |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
93 |
|
|
|
93 |
|
|
|
98.9 |
% |
|
|
100.0 |
% |
|
$ |
4,434 |
|
|
$ |
4,215 |
|
Sweetbriar |
|
83 Big Burn Lane |
|
Rehoboth |
|
DE |
|
19958 |
|
MH |
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
146 |
|
|
|
146 |
|
|
|
98.6 |
% |
|
|
97.3 |
% |
|
$ |
4,485 |
|
|
$ |
4,335 |
|
Old Chatham RV |
|
310 Old Chatham Road |
|
South Dennis |
|
MA |
|
02660 |
|
RV |
|
|
47 |
|
|
|
11 |
|
|
|
|
|
|
|
312 |
|
|
|
274 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,434 |
|
|
$ |
3,055 |
|
Mount Desert Narrows |
|
1219 State Highway 3 |
|
Bar Harbor |
|
ME |
|
04609 |
|
RV |
|
|
42 |
|
|
|
12 |
|
|
|
|
|
|
|
206 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
|
|
|
|
|
|
|
Patten Pond |
|
1470 Bucksport Road |
|
Ellsworth |
|
ME |
|
04605 |
|
RV |
|
|
90 |
|
|
|
60 |
|
|
|
|
|
|
|
137 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Number |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
of Annual |
|
|
Site |
|
|
Site |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Develo- |
|
|
Expan- |
|
|
of Sites |
|
|
Sites |
|
|
Occupancy |
|
|
Occupancy |
|
|
Rent |
|
|
Rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pable |
|
|
sion |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
Acres (c) |
|
|
Acres (d) |
|
|
Sites (e) |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/06 |
|
|
12/31/07 |
|
|
12/31/06 |
|
Pinehurst RV Park |
|
7 Oregon Avenue, P.O. Box 174 |
|
Old Orchard Beach |
|
ME |
|
04064 |
|
RV |
|
|
58 |
|
|
|
|
|
|
|
|
|
|
|
550 |
|
|
|
519 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,501 |
|
|
$ |
2,403 |
|
Narrows Too |
|
1150 Bar Harbor Road |
|
Trenton |
|
ME |
|
04605 |
|
RV |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
207 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
|
|
|
|
|
|
|
Scenic |
|
1314 Tunnel Rd. |
|
Asheville |
|
NC |
|
28805 |
|
MH |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
205 |
|
|
|
205 |
|
|
|
78.0 |
% |
|
|
79.5 |
% |
|
$ |
3,435 |
|
|
$ |
3,261 |
|
Waterway RV |
|
850 Cedar Point Blvd. |
|
Cedar Point |
|
NC |
|
28584 |
|
RV |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
336 |
|
|
|
334 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,969 |
|
|
$ |
2,755 |
|
Twin Lakes |
|
1618 Memory Lane |
|
Chocowinity |
|
NC |
|
27817 |
|
RV |
|
|
132 |
|
|
|
14 |
|
|
|
54 |
|
|
|
400 |
|
|
|
291 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,439 |
|
|
$ |
2,255 |
|
Lake Myers RV |
|
2862 US Highway 64 West |
|
Mocksville |
|
NC |
|
27028 |
|
RV |
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
425 |
|
|
|
283 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,993 |
|
|
$ |
2,004 |
|
Goose Creek |
|
350 Red Barn Road |
|
Newport |
|
NC |
|
28570 |
|
RV |
|
|
92 |
|
|
|
10 |
|
|
|
92 |
|
|
|
598 |
|
|
|
585 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,039 |
|
|
$ |
2,842 |
|
Sandy Beach RV |
|
677 Clement Hill Road |
|
Contoocook |
|
NH |
|
03229 |
|
RV |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
190 |
|
|
|
123 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,050 |
|
|
$ |
2,870 |
|
Tuxbury Resort |
|
88 Whitehall Road |
|
South Hampton |
|
NH |
|
03827 |
|
RV |
|
|
193 |
|
|
|
100 |
|
|
|
|
|
|
|
305 |
|
|
|
223 |
|
|
|
100.0 |
% |
|
|
|
(a) |
|
$ |
2,969 |
|
|
|
|
|
Alpine Lake |
|
78 Heath Road |
|
Corinth |
|
NY |
|
12822 |
|
RV |
|
|
200 |
|
|
|
54 |
|
|
|
|
|
|
|
500 |
|
|
|
235 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,608 |
|
|
$ |
2,391 |
|
Lake George Escape |
|
175 E. Schroon River Road, P.O. Box 431 |
|
Lake George |
|
NY |
|
12845 |
|
RV |
|
|
178 |
|
|
|
30 |
|
|
|
|
|
|
|
576 |
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
Greenwood Village |
|
370 Chapman Boulevard |
|
Manorville |
|
NY |
|
11949 |
|
MH |
|
|
79 |
|
|
|
14 |
|
|
|
7 |
|
|
|
512 |
|
|
|
512 |
|
|
|
100.0 |
% |
|
|
99.8 |
% |
|
$ |
6,516 |
|
|
$ |
6,189 |
|
Brennan Beach |
|
80 Brennan Beach |
|
Pulaski |
|
NY |
|
13142 |
|
RV |
|
|
201 |
|
|
|
|
|
|
|
|
|
|
|
1,377 |
|
|
|
1,164 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,714 |
|
|
$ |
1,605 |
|
Green Acres |
|
8785 Turkey Ridge Road |
|
Breinigsville |
|
PA |
|
18031 |
|
MH |
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
595 |
|
|
|
595 |
|
|
|
93.3 |
% |
|
|
93.6 |
% |
|
$ |
6,315 |
|
|
$ |
5,871 |
|
Spring Gulch |
|
475 Lynch Road |
|
New Holland |
|
PA |
|
17557 |
|
RV |
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
420 |
|
|
|
83 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,711 |
|
|
$ |
3,571 |
|
Appalachian |
|
60 Motel Drive |
|
Shartlesville |
|
PA |
|
19554 |
|
RV |
|
|
86 |
|
|
|
30 |
|
|
|
200 |
|
|
|
357 |
|
|
|
190 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,693 |
|
|
$ |
2,561 |
|
Inlet Oaks |
|
5350 Highway 17 |
|
Murrells Inlet |
|
SC |
|
29576 |
|
MH |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
178 |
|
|
|
178 |
|
|
|
94.9 |
% |
|
|
94.4 |
% |
|
$ |
3,354 |
|
|
$ |
3,348 |
|
Meadows of Chantilly |
|
4200 Airline Parkway |
|
Chantilly |
|
VA |
|
22021 |
|
MH |
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
500 |
|
|
|
90.8 |
% |
|
|
91.4 |
% |
|
$ |
9,381 |
|
|
$ |
8,850 |
|
Total Northeast Market |
|
|
|
|
|
|
|
|
|
|
|
|
2,487 |
|
|
|
337 |
|
|
|
353 |
|
|
|
11,125 |
|
|
|
8,534 |
|
|
|
97.1 |
% |
|
|
97.1 |
% |
|
$ |
4,065 |
|
|
$ |
3,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OConnells |
|
970 Green Wing Road |
|
Amboy |
|
IL |
|
61310 |
|
RV |
|
|
286 |
|
|
|
100 |
|
|
|
600 |
|
|
|
668 |
|
|
|
349 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,497 |
|
|
$ |
2,375 |
|
Willow Lake Estates |
|
161 West River Road |
|
Elgin |
|
IL |
|
60123 |
|
MH |
|
|
111 |
|
|
|
|
|
|
|
|
|
|
|
617 |
|
|
|
617 |
|
|
|
71.3 |
% |
|
|
75.4 |
% |
|
$ |
9,223 |
|
|
$ |
9,082 |
|
Golf Vista Estates |
|
25807 Firestone Drive |
|
Monee |
|
IL |
|
60449 |
|
MH |
|
|
144 |
|
|
|
4 |
|
|
|
|
|
|
|
408 |
|
|
|
408 |
|
|
|
98.0 |
% |
|
|
99.0 |
%(b) |
|
$ |
6,713 |
|
|
$ |
6,309 |
|
Twin Mills RV |
|
1675 W SR 120 |
|
Howe |
|
IN |
|
46746 |
|
RV |
|
|
137 |
|
|
|
5 |
|
|
|
50 |
|
|
|
501 |
|
|
|
241 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,922 |
|
|
$ |
1,812 |
|
Windsong |
|
3050 S Lynhurst Dr |
|
Indianapolis |
|
IN |
|
46241 |
|
MH |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lakeside |
|
7089 N. Chicago Road |
|
New Carlisle |
|
IN |
|
46552 |
|
RV |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
91 |
|
|
|
67 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,069 |
|
|
$ |
1,958 |
|
Oak Tree Village |
|
254 Sandalwood Ave. |
|
Portage |
|
IN |
|
46368 |
|
MH |
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
361 |
|
|
|
361 |
|
|
|
73.4 |
% |
|
|
74.2 |
% |
|
$ |
4,836 |
|
|
$ |
4,616 |
|
Creekside |
|
5100 Clyde Pk. Ave. SW |
|
Wyoming |
|
MI |
|
49509 |
|
MH |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
165 |
|
|
|
165 |
|
|
|
67.3 |
% |
|
|
67.3 |
% |
|
$ |
5,582 |
|
|
$ |
5,219 |
|
Caledonia |
|
8425 Hwy 38 |
|
Caledonia |
|
WI |
|
53108 |
|
RV |
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fremont |
|
E. 6506 Highway 110 |
|
Fremont |
|
WI |
|
54940 |
|
RV |
|
|
98 |
|
|
|
5 |
|
|
|
|
|
|
|
325 |
|
|
|
58 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,595 |
|
|
$ |
2,495 |
|
Yukon Trails |
|
N2330 Co Rd. HH |
|
Lyndon Station |
|
WI |
|
53944 |
|
RV |
|
|
150 |
|
|
|
30 |
|
|
|
|
|
|
|
214 |
|
|
|
118 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,520 |
|
|
$ |
1,448 |
|
Tranquil Timbers |
|
3668 Grondin Road |
|
Sturgeon Bay |
|
WI |
|
54235 |
|
RV |
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
270 |
|
|
|
110 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,649 |
|
|
$ |
1,569 |
|
Arrowhead |
|
W1530 Arrowhead Road |
|
Wisconsin Dells |
|
WI |
|
53965 |
|
RV |
|
|
166 |
|
|
|
40 |
|
|
|
200 |
|
|
|
377 |
|
|
|
136 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,512 |
|
|
$ |
1,415 |
|
Total Midwest Market |
|
|
|
|
|
|
|
|
|
|
|
|
1,411 |
|
|
|
184 |
|
|
|
850 |
|
|
|
4,244 |
|
|
|
2,630 |
|
|
|
91.8 |
% |
|
|
88.8 |
% |
|
$ |
3,647 |
|
|
$ |
3,461 |
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Number |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
of Annual |
|
|
Site |
|
|
Site |
|
|
Annual |
|
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Develo- |
|
|
Expan- |
|
|
of Sites |
|
|
Sites |
|
|
Occupancy |
|
|
Occupancy |
|
|
Rent |
|
|
Rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pable |
|
|
sion |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
|
as of |
|
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
Acres (c) |
|
|
Acres (d) |
|
|
Sites (e) |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/07 |
|
|
12/31/06 |
|
|
12/31/07 |
|
|
12/31/06 |
|
Nevada, Utah, New Mexico |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonanza |
|
3700 East Stewart Ave |
|
Las Vegas |
|
NV |
|
89110 |
|
MH |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
353 |
|
|
|
353 |
|
|
|
62.3 |
% |
|
|
65.2 |
% |
|
$ |
6,545 |
|
|
$ |
6,310 |
|
Boulder Cascade |
|
1601 South Sandhill Rd |
|
Las Vegas |
|
NV |
|
89104 |
|
MH |
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
299 |
|
|
|
299 |
|
|
|
78.3 |
% |
|
|
80.6 |
% |
|
$ |
6,396 |
|
|
$ |
5,975 |
|
Cabana |
|
5303 East Twain |
|
Las Vegas |
|
NV |
|
89122 |
|
MH |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
263 |
|
|
|
263 |
|
|
|
98.9 |
% |
|
|
99.2 |
% |
|
$ |
6,404 |
|
|
$ |
6,107 |
|
Flamingo West |
|
8122 West Flamingo Rd. |
|
Las Vegas |
|
NV |
|
89147 |
|
MH |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
258 |
|
|
|
99.2 |
% |
|
|
100.0 |
% |
|
$ |
6,887 |
|
|
$ |
6,654 |
|
Villa Borega |
|
1111 N. Lamb Boulevard |
|
Las Vegas |
|
NV |
|
89110 |
|
MH |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
293 |
|
|
|
293 |
|
|
|
86.0 |
% |
|
|
86.0 |
% |
|
$ |
6,405 |
|
|
$ |
6,171 |
|
Westwood Village |
|
1111 N. 2000 West |
|
Farr West |
|
UT |
|
84404 |
|
MH |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
314 |
|
|
|
314 |
|
|
|
94.3 |
% |
|
|
93.3 |
%(b) |
|
$ |
4,191 |
|
|
$ |
3,874 |
|
All Seasons |
|
290 N. Redwood Rd |
|
Salt Lake City |
|
UT |
|
84116 |
|
MH |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
121 |
|
|
|
121 |
|
|
|
84.3 |
% |
|
|
83.5 |
% |
|
$ |
5,173 |
|
|
$ |
4,949 |
|
Total Nevada, Utah, New Mexico Market |
|
|
|
|
|
|
|
|
|
|
|
|
261 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,901 |
|
|
|
1,901 |
|
|
|
86.2 |
% |
|
|
77.4 |
% |
|
$ |
6,000 |
|
|
$ |
5,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casa Village |
|
14 Goldust Dr |
|
Billings |
|
MT |
|
59102 |
|
MH |
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
490 |
|
|
|
490 |
|
|
|
73.3 |
% |
|
|
74.7 |
% |
|
$ |
4,102 |
|
|
$ |
3,934 |
|
Mt. Hood |
|
65000 E Highway 26 |
|
Welches |
|
OR |
|
97067 |
|
RV |
|
|
115 |
|
|
|
30 |
|
|
|
202 |
|
|
|
436 |
|
|
|
80 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,830 |
|
|
$ |
4,570 |
|
Shadowbrook |
|
13640 S.E. Hwy 212 |
|
Clackamas |
|
OR |
|
97015 |
|
MH |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
156 |
|
|
|
156 |
|
|
|
96.2 |
% |
|
|
97.4 |
% |
|
$ |
7,242 |
|
|
$ |
6,789 |
|
Falcon Wood Village |
|
1475 Green Acres Road |
|
Eugene |
|
OR |
|
97408 |
|
MH |
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
183 |
|
|
|
183 |
|
|
|
86.3 |
% |
|
|
84.2 |
% |
|
$ |
5,605 |
|
|
$ |
5,371 |
|
Quail Hollow |
|
2100 N.E. Sandy Blvd. |
|
Fairview |
|
OR |
|
97024 |
|
MH |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
137 |
|
|
|
137 |
|
|
|
94.2 |
% |
|
|
94.2 |
% |
|
$ |
7,083 |
|
|
$ |
6,668 |
|
Kloshe Illahee |
|
2500 S. 370th Street |
|
Federal Way |
|
WA |
|
98003 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
258 |
|
|
|
98.8 |
% |
|
|
97.7 |
% |
|
$ |
8,509 |
|
|
$ |
8,112 |
|
Total Northwest Market |
|
|
|
|
|
|
|
|
|
|
|
|
293 |
|
|
|
30 |
|
|
|
202 |
|
|
|
1,660 |
|
|
|
1,304 |
|
|
|
91.5 |
% |
|
|
91.4 |
% |
|
$ |
6,229 |
|
|
$ |
5,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lakewood |
|
4525 Graham Road |
|
Harlingen |
|
TX |
|
78552 |
|
RV |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
301 |
|
|
|
105 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,886 |
|
|
$ |
1,821 |
|
Paradise Park RV |
|
1201 N. Expressway 77 |
|
Harlingen |
|
TX |
|
78552 |
|
RV |
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
563 |
|
|
|
304 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,858 |
|
|
$ |
2,728 |
|
Sunshine RV |
|
1900 Grace Avenue |
|
Harlingen |
|
TX |
|
78550 |
|
RV |
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
1,027 |
|
|
|
411 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,257 |
|
|
$ |
2,160 |
|
Paradise South |
|
9909 N. Mile 2 West Rd. |
|
Mercedes |
|
TX |
|
78570 |
|
RV |
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
493 |
|
|
|
172 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,999 |
|
|
$ |
1,904 |
|
Fun n Sun RV |
|
1400 Zillock Rd |
|
San Benito |
|
TX |
|
78586 |
|
RV |
|
|
135 |
|
|
|
40 |
|
|
|
|
|
|
|
1,435 |
|
|
|
632 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,780 |
|
|
$ |
2,633 |
|
Southern Comfort |
|
1501 South Airport Drive |
|
Weslaco |
|
TX |
|
78596 |
|
RV |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
403 |
|
|
|
336 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,539 |
|
|
$ |
2,403 |
|
Tropic Winds |
|
1501 N Loop 499 |
|
Harlingen |
|
TX |
|
78550 |
|
RV |
|
|
112 |
|
|
|
74 |
|
|
|
|
|
|
|
531 |
|
|
|
105 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,644 |
|
|
$ |
2,635 |
|
Country Sunshine |
|
1601 South Airport Road |
|
Weslaco |
|
TX |
|
78596 |
|
RV |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
390 |
|
|
|
194 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,499 |
|
|
$ |
2,365 |
|
Total Texas Market |
|
|
|
|
|
|
|
|
|
|
|
|
547 |
|
|
|
114 |
|
|
|
0 |
|
|
|
5,143 |
|
|
|
2,259 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,433 |
|
|
$ |
2,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total All Markets |
|
|
|
|
|
|
|
|
|
|
|
|
15,057 |
|
|
|
1,169 |
|
|
|
4,089 |
|
|
|
82,388 |
|
|
|
64,880 |
|
|
|
92.2 |
% |
|
|
90.9 |
% |
|
$ |
5,088 |
|
|
$ |
5,001 |
|
|
|
|
(a) |
|
Represents Properties acquired in 2007. |
|
(b) |
|
The process of filling Expansion Sites at these Properties is ongoing. A decrease in
occupancy may reflect development of additional Expansion Sites. |
|
(c) |
|
Acres are approximate. Acreage for some recent acquisitions was estimated based upon 10
sites per acre. |
|
(d) |
|
Acres are approximate. There can be no assurance that developable acres will be developed.
Development is contingent on many factors including, but not limited to, cost, ability to
subdivide, accessibility, infrastructure needs, zoning, entitlement and topography. |
|
(e) |
|
Expansion sites are approximate and only represent sites that could be developed and is
further dependent upon necessary approvals. Certain Properties with expansion sites noted may
have vacancy and therefore, expansion sites may not be added. |
|
(f) |
|
Acres for this RV park are included in the acres for the adjacent manufactured home community
listed directly above this Property. |
20
The following table sets forth certain information relating to membership campground
Properties owned as of December 31, 2007 and leased to Privileged Access.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Sites as |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres |
|
Developable |
|
Expansion |
|
of |
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
(a) |
|
Acres (b) |
|
Sites (c) |
|
12/31/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hidden Cove Outdoor Resort |
|
687 Country Road 3916 |
|
Arley |
|
AL |
|
|
35541 |
|
|
|
81 |
|
|
|
60 |
|
|
|
200 |
|
|
|
79 |
|
Verde Valley |
|
6400 Thousand Trails Rd, SP # 16 |
|
Cottonwood |
|
AZ |
|
|
86326 |
|
|
|
273 |
|
|
|
129 |
|
|
|
515 |
|
|
|
352 |
|
Cultus Lake (Canada) |
|
1855 Columbia Valley Hwy |
|
Lindell Beach |
|
BC |
|
|
V2R 4W6 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
178 |
|
Idyllwild |
|
24400 Canyon Trail Drive |
|
Idyllwild |
|
CA |
|
|
92549 |
|
|
|
191 |
|
|
|
52 |
|
|
|
120 |
|
|
|
287 |
|
Lake Minden |
|
1256 Marcum Rd |
|
Nicolaus |
|
CA |
|
|
95659 |
|
|
|
165 |
|
|
|
82 |
|
|
|
540 |
|
|
|
323 |
|
Lake of the Springs |
|
14152 French Town Rd |
|
Oregon House |
|
CA |
|
|
95962 |
|
|
|
954 |
|
|
|
507 |
|
|
|
1,014 |
|
|
|
541 |
|
Morgan Hill |
|
12895 Uvas Rd |
|
Morgan Hill |
|
CA |
|
|
95037 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
339 |
|
Oakzanita |
|
11053 Highway 79 |
|
Descanso |
|
CA |
|
|
91916 |
|
|
|
145 |
|
|
|
5 |
|
|
|
|
|
|
|
146 |
|
Palm Springs |
|
77500 Varner Rd |
|
Palm Desert |
|
CA |
|
|
92211 |
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
401 |
|
Pio Pico |
|
14615 Otay Lakes Rd |
|
Jamul |
|
CA |
|
|
91935 |
|
|
|
176 |
|
|
|
10 |
|
|
|
|
|
|
|
512 |
|
Ponderosa |
|
7291 Highway 49 |
|
Lotus |
|
CA |
|
|
95651 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
170 |
|
Rancho Oso |
|
3750 Paradise Rd |
|
Santa Barbara |
|
CA |
|
|
93105 |
|
|
|
310 |
|
|
|
40 |
|
|
|
|
|
|
|
187 |
|
Russian River |
|
33655 Geysers Rd |
|
Cloverdale |
|
CA |
|
|
95425 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
135 |
|
San Benito |
|
16225 Cienega Rd |
|
Paicines |
|
CA |
|
|
95043 |
|
|
|
199 |
|
|
|
23 |
|
|
|
|
|
|
|
523 |
|
Snowflower |
|
41776 Yuba Gap Dr |
|
Emigrant Gap |
|
CA |
|
|
95715 |
|
|
|
551 |
|
|
|
200 |
|
|
|
|
|
|
|
268 |
|
Soledad Canyon |
|
4700 Crown Valley Rd |
|
Acton |
|
CA |
|
|
93510 |
|
|
|
273 |
|
|
|
45 |
|
|
|
182 |
|
|
|
1,251 |
|
Turtle Beach |
|
703 E Williamson Rd |
|
Manteca |
|
CA |
|
|
95337 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
79 |
|
Wilderness Lakes |
|
30605 Briggs Rd |
|
Menifee |
|
CA |
|
|
92584 |
|
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
529 |
|
Yosemite Lakes |
|
31191 Harden Flat Rd |
|
Groveland |
|
CA |
|
|
95321 |
|
|
|
403 |
|
|
|
30 |
|
|
|
111 |
|
|
|
299 |
|
Orlando |
|
2110 US Highway 27 S |
|
Clermont |
|
FL |
|
|
34714 |
|
|
|
270 |
|
|
|
30 |
|
|
|
136 |
|
|
|
850 |
|
Peace |
|
2555 US Highway 17 |
|
South Wauchula |
|
FL |
|
|
33873 |
|
|
|
72 |
|
|
|
38 |
|
|
|
|
|
|
|
454 |
|
Three Flags RV Resort |
|
1755 E State Rd 44 |
|
Wildwood |
|
FL |
|
|
34785 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
221 |
|
Pine Country |
|
5710 Shattuck Road |
|
Belvidere |
|
IL |
|
|
61008 |
|
|
|
131 |
|
|
|
|
|
|
|
|
|
|
|
126 |
|
Horsehoe Lakes |
|
|
12962 S. 225 W. |
|
|
Clinton |
|
IN |
|
|
47842 |
|
|
|
289 |
|
|
|
96 |
|
|
|
96 |
|
|
|
123 |
|
Indian Lakes |
|
7234 E. SR Highway 46 |
|
Batesville |
|
IN |
|
|
47006 |
|
|
|
545 |
|
|
|
159 |
|
|
|
318 |
|
|
|
1,000 |
|
Diamond Caverns Resort |
|
1878 Mammoth Cave Pkwy |
|
Park City |
|
KY |
|
|
42160 |
|
|
|
714 |
|
|
|
350 |
|
|
|
469 |
|
|
|
220 |
|
Gateway to Cape Cod |
|
90 Stevens Rd PO Box 217 |
|
Rochester |
|
MA |
|
|
02770 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
194 |
|
Sturbridge |
|
19 Mashapaug Rd |
|
Sturbridge |
|
MA |
|
|
01566 |
|
|
|
223 |
|
|
|
|
|
|
|
|
|
|
|
155 |
|
Moody Beach |
|
266 Post Road |
|
Moody |
|
ME |
|
|
04054 |
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
203 |
|
Bear Cave Resort |
|
4085 N. Red Bud Trail |
|
Buchanan |
|
MI |
|
|
49107 |
|
|
|
26 |
|
|
|
10 |
|
|
|
|
|
|
|
136 |
|
Saint Claire |
|
1299 Wadhams Rd |
|
Saint Claire |
|
MI |
|
|
48079 |
|
|
|
210 |
|
|
|
100 |
|
|
|
|
|
|
|
229 |
|
Forest Lake |
|
192 Thousand Trails Dr |
|
Advance |
|
NC |
|
|
27006 |
|
|
|
306 |
|
|
|
81 |
|
|
|
|
|
|
|
305 |
|
Green Mountain Park |
|
2495 Dimmette Rd |
|
Lenoir |
|
NC |
|
|
28645 |
|
|
|
1077 |
|
|
|
400 |
|
|
|
360 |
|
|
|
447 |
|
Lake Gaston |
|
561 Fleming Dairy Road |
|
Littleton |
|
NC |
|
|
27850 |
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
235 |
|
Chestnut Lake |
|
631 Chestnut Neck Rd |
|
Port Republic |
|
NJ |
|
|
08241 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
185 |
|
Lake & Shore |
|
545 Corson Tavern Rd |
|
Ocean View |
|
NJ |
|
|
08230 |
|
|
|
162 |
|
|
|
|
|
|
|
|
|
|
|
401 |
|
Sea Pines |
|
US Route #9 Box 1535 |
|
Swainton |
|
NJ |
|
|
08210 |
|
|
|
75 |
|
|
|
|
|
|
|
|
|
|
|
549 |
|
Las Vegas |
|
4295 Boulder Highway |
|
Las Vegas |
|
NV |
|
|
89121 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
217 |
|
Rondout Valley Resort |
|
105 Mettachonts Rd |
|
Accord |
|
NY |
|
|
12404 |
|
|
|
184 |
|
|
|
94 |
|
|
|
|
|
|
|
398 |
|
Kenisee Lake |
|
2021 Mill creek Rd |
|
Jefferson |
|
OH |
|
|
44047 |
|
|
|
143 |
|
|
|
50 |
|
|
|
|
|
|
|
119 |
|
Wilmington |
|
|
1786 S.R. 380 |
|
|
Wilmington |
|
OH |
|
|
45177 |
|
|
|
109 |
|
|
|
41 |
|
|
|
|
|
|
|
169 |
|
Pacific City |
|
30000 Sandlake Rd |
|
Cloverdale |
|
OR |
|
|
97112 |
|
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
307 |
|
Seaside Resort |
|
1703 12th Ave |
|
Seaside |
|
OR |
|
|
97138 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
251 |
|
South Jetty |
|
05010 South Jetty Rd |
|
Florence |
|
OR |
|
|
97439 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
204 |
|
Thousand Trails Bend |
|
17480 S Century Dr |
|
Bend |
|
OR |
|
|
97707 |
|
|
|
289 |
|
|
|
100 |
|
|
|
145 |
|
|
|
351 |
|
Whalers Rest Resort |
|
50 SE 123rd St |
|
South Beach |
|
OR |
|
|
97366 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
170 |
|
Circle M |
|
2111 Millersville Road |
|
Lancaster |
|
PA |
|
|
17603 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
380 |
|
Gettysburg Farm |
|
6200 Big Mountain Rd |
|
Dover |
|
PA |
|
|
17315 |
|
|
|
124 |
|
|
|
|
|
|
|
|
|
|
|
265 |
|
Hershey Preserve |
|
493 S. Mt. Pleasant Rd |
|
Lebanon |
|
PA |
|
|
17042 |
|
|
|
196 |
|
|
|
20 |
|
|
|
|
|
|
|
297 |
|
PA Dutch County |
|
185 Lehman Road |
|
Manheim |
|
PA |
|
|
17545 |
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
269 |
|
Scotrun |
|
PO Box 428 Route 611 |
|
Scotrun |
|
PA |
|
|
18355 |
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
178 |
|
Timothy Lake South |
|
RR #6,Box 6627 Timothy Lake Rd |
|
East Stroudsburg |
|
PA |
|
|
18301 |
|
|
|
65 |
|
|
|
|
|
|
|
|
|
|
|
327 |
|
Timothy Lake North |
|
RR #6,Box 6627 Timothy Lake Rd |
|
East Stroudsburg |
|
PA |
|
|
18301 |
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
323 |
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acres |
|
Developable |
|
Expansion |
|
Sites as of |
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
(a) |
|
Acres (b) |
|
Sites (c) |
|
12/31/07 |
|
Carolina Landing |
|
120 Carolina Landing Dr |
|
Fair Play |
|
SC |
|
|
29643 |
|
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
192 |
|
The Oaks at Point South |
|
1292 Campground Rd |
|
Yemassee |
|
SC |
|
|
29945 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
93 |
|
Cherokee Landing |
|
PO Box 37 |
|
Middleton |
|
TN |
|
|
38052 |
|
|
|
254 |
|
|
|
124 |
|
|
|
|
|
|
|
339 |
|
Natchez Trace |
|
1363 Napier Rd |
|
Hohenwald |
|
TN |
|
|
38462 |
|
|
|
672 |
|
|
|
140 |
|
|
|
|
|
|
|
531 |
|
Bay Landing |
|
2305 Highway 380 W |
|
Bridgeport |
|
TX |
|
|
76426 |
|
|
|
443 |
|
|
|
235 |
|
|
|
|
|
|
|
293 |
|
Colorado River |
|
1062 Thousand Trails Lane |
|
Columbus |
|
TX |
|
|
78934 |
|
|
|
218 |
|
|
|
51 |
|
|
|
|
|
|
|
132 |
|
Lake Conroe |
|
11720 Old Montgomery Rd |
|
Willis |
|
TX |
|
|
77318 |
|
|
|
129 |
|
|
|
30 |
|
|
|
300 |
|
|
|
363 |
|
Lake Tawakoni |
|
1246 Rains Co. Rd 1470 |
|
Point |
|
TX |
|
|
75472 |
|
|
|
480 |
|
|
|
11 |
|
|
|
|
|
|
|
320 |
|
Lake Texoma |
|
209 Thousand Trails Dr |
|
Gordonville |
|
TX |
|
|
76245 |
|
|
|
201 |
|
|
|
79 |
|
|
|
|
|
|
|
301 |
|
Lake Whitney |
|
417 Thousand Trails Dr |
|
Whitney |
|
TX |
|
|
76692 |
|
|
|
403 |
|
|
|
158 |
|
|
|
|
|
|
|
261 |
|
Medina Lake |
|
215 Spettle Rd |
|
Lakehills |
|
TX |
|
|
78063 |
|
|
|
208 |
|
|
|
50 |
|
|
|
|
|
|
|
387 |
|
Chesapeake Bay |
|
12014 Trails Lane |
|
Gloucester |
|
VA |
|
|
23061 |
|
|
|
282 |
|
|
|
80 |
|
|
|
|
|
|
|
392 |
|
Harbor View |
|
15 Harbor View Circle |
|
Colonial Beach |
|
VA |
|
|
22443 |
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
146 |
|
Lynchburg |
|
405 Mollies Creek Rd |
|
Gladys |
|
VA |
|
|
24554 |
|
|
|
170 |
|
|
|
59 |
|
|
|
|
|
|
|
222 |
|
Virginia Landing |
|
40226 Upshur Neck Rd |
|
Quinby |
|
VA |
|
|
23423 |
|
|
|
839 |
|
|
|
178 |
|
|
|
|
|
|
|
233 |
|
Williamsburg |
|
4301 Rochambeau Drive |
|
Williamsburg |
|
VA |
|
|
23188 |
|
|
|
65 |
|
|
|
|
|
|
|
|
|
|
|
211 |
|
Birch Bay |
|
8418 Harborview Rd |
|
Blaine |
|
WA |
|
|
98230 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
246 |
|
Cascade Resort |
|
34500 SE 99th St |
|
Snoqualmie |
|
WA |
|
|
98065 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
163 |
|
Chehalis |
|
2228 Centralia-Alpha Rd |
|
Chehalis |
|
WA |
|
|
98532 |
|
|
|
309 |
|
|
|
85 |
|
|
|
|
|
|
|
360 |
|
Crescent Bar Resort |
|
9252 Crescent Bar Rd NW |
|
Quincy |
|
WA |
|
|
98848 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
115 |
|
La Conner |
|
16362 Snee Oosh Rd |
|
La Conner |
|
WA |
|
|
98257 |
|
|
|
106 |
|
|
|
5 |
|
|
|
|
|
|
|
319 |
|
Leavenworth |
|
20752-4 Chiwawa Loop Rd |
|
Leavenworth |
|
WA |
|
|
98826 |
|
|
|
300 |
|
|
|
50 |
|
|
|
|
|
|
|
266 |
|
Little Diamond |
|
1002 McGowen Rd |
|
Newport |
|
WA |
|
|
99156 |
|
|
|
360 |
|
|
|
119 |
|
|
|
|
|
|
|
520 |
|
Long Beach |
|
2215 Willows Rd |
|
Seaview |
|
WA |
|
|
98644 |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
144 |
|
Mt. Vernon |
|
5409 N. Darrk Ln |
|
Bow |
|
WA |
|
|
98232 |
|
|
|
311 |
|
|
|
200 |
|
|
|
600 |
|
|
|
251 |
|
Oceana Resort |
|
2733 State Route 109 |
|
Oceana City |
|
WA |
|
|
98569 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
84 |
|
Paradise Resort |
|
173 Salem Plant Rd |
|
Silver Creek |
|
WA |
|
|
98585 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
214 |
|
Thunderbird Resort |
|
26702 Ben Howard Rd |
|
Monroe |
|
WA |
|
|
98272 |
|
|
|
45 |
|
|
|
2 |
|
|
|
|
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,243 |
|
|
|
4,408 |
|
|
|
5,106 |
|
|
|
24,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Acres are approximate. |
|
(b) |
|
Acres are approximate. There can be no assurance that developable acres will be
developed. Development is contingent on many factors including, but not limited to, cost,
ability to subdivide, accessibility, infrastructure needs, zoning, entitlement and
topography. |
|
(c) |
|
Expansion sites are approximate and only represent sites that could be developed and is
further dependent upon necessary approvals. Certain Properties with expansion sites noted
may have vacancy and therefore, expansion sites may not be added. |
Item 3. Legal Proceedings
California Rent Control Litigation
As part of the Companys effort to realize the value of its Properties subject to rent
control, the Company has initiated lawsuits against several municipalities in California. The
Companys goal is to achieve a level of regulatory fairness in Californias rent control
jurisdictions, and in particular those jurisdictions that prohibit increasing rents to market upon
turnover. Regulations in California allow tenants to sell their homes for a premium representing
the value of the future discounted rent-controlled rents. In the Companys view, such regulation
results in a transfer of the value of the Companys stockholders land, which would otherwise be
reflected in market rents, to tenants upon the sales of their homes in the form of an inflated
purchase price that cannot be attributed to the value of the home being sold. As a result, in the
Companys view, the Company loses the value of its asset and the selling tenant leaves the Property
with a windfall premium. The Company has discovered through the litigation process that certain
municipalities considered condemning the Companys Properties at values well below the value of the
underlying land. In the Companys view, a failure to articulate market rents for sites governed by
restrictive rent control would put the Company at risk for condemnation or eminent domain
proceedings based on artificially reduced rents. Such a physical taking, should it occur, could
represent substantial lost value to stockholders. The Company is cognizant of the need for
affordable housing in the jurisdictions, but asserts that restrictive
rent regulation does not promote this purpose because the benefits of such regulation are
fully capitalized into the prices of the homes sold. The Company estimates that the annual rent
subsidy to tenants in these jurisdictions may be in excess of $15 million. In a more well balanced
regulatory environment, the Company would receive market rents that would eliminate the subsidy and
homes would trade at or near their intrinsic value.
In connection with such efforts, the Company announced it has entered into a settlement
agreement with the City of Santa Cruz, California and that, pursuant to the settlement agreement,
the City amended its rent control ordinance to exempt the Companys Property from rent control as
long as the Company offers a long term lease which gives the Company the
22
ability to increase rents
to market upon turnover and bases annual rent increases on the CPI. The settlement agreement
benefits the Companys stockholders by allowing them to receive the value of their investment in
this Property through vacancy decontrol while preserving annual CPI based rent increases in this
age-restricted Property.
The Company has filed two lawsuits in federal court against the City of San Rafael,
challenging its rent control ordinance on constitutional grounds. The Company believes that one of
those lawsuits was settled by the City agreeing to amend the ordinance to permit adjustments to
market rent upon turnover. The City subsequently rejected the settlement agreement. The Court
initially found the settlement agreement was binding on the City, but then reconsidered and
determined to submit the claim of breach of the settlement agreement to a jury. In October 2002,
the first case against the City went to trial, based on both breach of the settlement agreement and
the constitutional claims. A jury found no breach of the settlement agreement; the Company then
filed motions asking the Court to rule in its favor on that claim, notwithstanding the jury
verdict. The Court postponed decision on those motions and on the constitutional claims, pending a
ruling on certain property rights issues by the United States Supreme Court.
The Company also had pending a claim seeking a declaration that the Company could close the
Property and convert it to another use which claim was not tried in 2002. The United States
Supreme Court issued the property rights rulings in 2005 and subsequently on January 27, 2006, the
Court hearing the San Rafael cases issued a ruling that granted the Companys motion for leave to
amend to assert alternative takings theories in light of the United States Supreme Courts
decisions. The Courts ruling also denied the Companys post trial motions related to the
settlement agreement and dismissed the park closure claim without prejudice to the Companys
ability to reassert such claim in the future. As a result, the Company filed a new complaint
challenging the Citys ordinance as violating the takings clause and substantive due process. The
City of San Rafael filed a motion to dismiss the amended complaint. On December 5, 2006, the Court
denied portions of the Citys motion to dismiss that had sought to eliminate certain of the
Companys taking claims and substantive due process claims. The Companys claims against the City
were tried in a bench trial during April 2007. On July 26, 2007, the United States District
Court for the Northern District of California issued Preliminary Findings of Facts and Legal
Standards, Preliminary Conclusions of Law and Request for Further Briefing (Preliminary Findings)
in this matter. The Company has filed the Preliminary Findings on Form 8-K on August 2, 2007. In
August 2007, the Company and the City filed the further briefs requested by the Court. On January
29, 2008, the Court issued its Findings of Facts, Conclusions of Law and Order Thereon (the
Order). The Company filed the Order on Form 8-K on January 31, 2008.
The Companys efforts to achieve a balanced regulatory environment incentivize tenant groups
to file lawsuits against the Company seeking large damage awards. The homeowners association at
Contempo Marin (CMHOA), a 396 site Property in San Rafael, California, sued the Company in
December 2000 over a prior settlement agreement on a capital expenditure pass-through after the
Company sued the City of San Rafael in October 2000 alleging its rent control ordinance is
unconstitutional. In the Contempo Marin case, the CMHOA prevailed on a motion for summary judgment
on an issue that permits the Company to collect only $3.72 out of a monthly pass-through amount of
$7.50 that the Company believed had been agreed to by the CMHOA in a settlement agreement. The
CMHOA continued to seek damages from the Company in this matter. The Company reached a settlement
with the CMHOA in this matter which allows the Company to recover $3.72 of the requested monthly
pass-through and does not provide for the payment of any damages to the CMHOA. Both the CMHOA and
the Company brought motions to recover their respective attorneys fees in the matter, which
motions were heard by the Court in January 2007. On January 12, 2007, the Court granted CMHOAs
motion for attorneys fees in the amount of $347,000 and denied the Companys motion for attorneys
fees. These fees have been fully accrued by the Company as of December 31, 2006. The Company has
appealed both decisions. The Company believes that such lawsuits will be a consequence of the
Companys efforts to change rent control since tenant groups actively desire to preserve the
premium value of their homes in addition to the discounted rents provided by rent control. The
Company has determined that its efforts to rebalance the regulatory environment despite the risk of
litigation from tenant groups are necessary not only because of the $15 million annual subsidy to
tenants, but also because of the condemnation risk.
In June 2003, the Company won a judgment against the City of Santee in California Superior
Court (case no. 777094).
The effect of the judgment was to invalidate, on state law grounds, two (2) rent control
ordinances the City of Santee had enforced against the Company and other property owners. However,
the Court allowed the City to continue to enforce a rent control ordinance that predated the two
invalid ordinances (the prior ordinance). As a result of the judgment the Company was entitled
to collect a one-time rent increase based upon the difference in annual adjustments between the
invalid ordinance(s) and the prior ordinances and to adjust its base rents to reflect what the
Company could have charged had the prior ordinance been continually in effect. The City of Santee
appealed the judgment. The court of appeal and California Supreme Court refused to stay
enforcement of these rent adjustments pending appeal. After the City was unable to obtain a stay,
the City and the tenant association each sued the Company in separate actions alleging the rent
adjustments pursuant to the judgment violate the prior ordinance (Case Nos. GIE 020887 and GIE
020524). They seek to rescind the rent adjustments, refunds of amounts paid, and penalties and
damages in these separate actions. On January 25, 2005, the California Court of Appeal reversed
the judgment in part and affirmed it in part with a remand. The Court of Appeal affirmed that one
ordinance was unlawfully adopted and therefore void and that the second ordinance contained
23
unconstitutional provisions. However, the Court ruled the City had the authority to cure the
issues with the first ordinance retroactively and that the City could sever the unconstitutional
provisions in the second ordinance. On remand, the trial court is directed to decide the issue of
damages to the Company from these ordinances, which the Company believes is consistent not only
with the Company receiving the economic benefit of invalidating one of the ordinances, but also
consistent with the Companys position that it is entitled to market rent and not merely a higher
amount of regulated rent. The remand action was tried to the court in the third quarter of 2007.
On January 25, 2008, the trial court issued a preliminary ruling determining that the Company had
not incurred any damages from these ordinances and actions primarily on the grounds that the
ordinances afforded the Company a fair rate of return. The Company has sought clarification of
this ruling and will appeal.
In addition, the Company has sued the City of Santee in federal court alleging all three of
the ordinances are unconstitutional under the Fifth and Fourteenth Amendments to the United States
Constitution. Thus, it is the Companys position that the ordinances are subject to invalidation
as a matter of law in the federal court action. Separately, the Federal District Court granted the
Citys Motion for Summary Judgment in the Companys federal court lawsuit. This decision was based
not on the merits, but on procedural grounds, including that the Companys claims were moot given
its success in the state court case. The Company appealed the decision, and on May 3, 2007 the
United States Court of Appeals for the Ninth Circuit affirmed the District Courts decision on
procedural grounds. The Company intends to continue to pursue an adjudication of its rights on the
merits in Federal Court through claims that are not subject to such procedural defenses.
In October 2004, the United States Supreme Court granted certiorari in State of Hawaii vs.
Chevron USA, Inc., a Ninth Circuit Court of Appeal case that upheld the standard that a
regulation must substantially advance a legitimate state purpose in order to be constitutionally
viable under the Fifth Amendment. On May 24, 2005 the United States Supreme Court reversed the
Ninth Circuit Court of Appeal in an opinion that clarified the standard of review for regulatory
takings brought under the Fifth Amendment. The Supreme Court held that the heightened scrutiny
applied by the Ninth Circuit is not the applicable standard in a regulatory takings analysis, but
is an appropriate factor for determining if a due process violation has occurred. The Court
further clarified that regulatory takings would be determined in significant part by an analysis of
the economic impact of the regulation. The Company believes that the severity of the economic
impact on its Properties caused by rent control will enable it to continue to challenge the rent
regulations under the Fifth Amendment and the due process clause.
As a result of the Companys efforts to achieve a level of regulatory fairness in California,
a commercial lending company, 21st Mortgage Corporation, a Delaware corporation, sued
MHC Financing Limited Partnership. Such lawsuit asserts that certain rent increases implemented by
the partnership pursuant to the rights afforded to the property owners under the City of San Joses
rent control ordinance were invalid or unlawful. 21st Mortgage has asserted that it
should benefit from the vacancy control provisions of the Citys ordinance as if 21st
Mortgage were a homeowner and contrary to the ordinances provision that rents may be increased
without restriction upon termination of the homeowners tenancy. In each of the disputed cases,
the Company believes it had terminated the tenancy of the homeowner (21st Mortgages
borrower) through the legal process. The Court, in granting 21st Mortgages motion for
summary judgment, has indicated that 21st Mortgage may be a homeowner within the
meaning of the ordinance. The Company does not believe that 21st Mortgage can show that
it has ever applied for tenancy, entered into a rental agreement or been accepted as a homeowner in
the communities. A bench trial in this matter concluded in January 2008 with the trial court
determining that the Company had validly exercised its rights under the rent control ordinance,
that the Company had not violated the ordinance and that 21st Mortgage was not entitled
to the benefit of rent control protection in the circumstances presented.
Dispute with Las Gallinas Valley Sanitary District
In November 2004, the Company received a Compliance Order (the Compliance Order) from the
Las Gallinas Valley Sanitary District (the District), relating to the Companys Contempo Marin
Property in San Rafael, California. The Compliance Order directed the Company to submit and
implement a plan to bring the Propertys domestic wastewater discharges into compliance with the
applicable District ordinance (the Ordinance), and to ensure continued compliance with the
Ordinance in the future.
Without admitting any violation of the Ordinance, the Company promptly engaged a consultant to
review the Propertys sewage collection system and prepare a compliance plan to be submitted to the
District. The District approved the compliance plan in January 2005, and the Company promptly took
all necessary actions to implement same.
Thereafter, the Company received a letter dated June 2, 2005 from the Districts attorney (the
June 2 Letter), acknowledging that the Company has taken measures to bring the Propertys
private sanitary system into compliance with the Ordinance, but claiming that prior discharges
from the Property had damaged the Districts sewers and pump stations in the amount of
approximately $368,000. The letter threatened legal action if necessary to recover the cost of
repairing such damage. By letter dated June 23, 2005, counsel for the Company denied the
Districts claims set forth in the June 2 Letter.
24
On July 1, 2005, the District filed a Complaint for Enforcement of Sanitation Ordinance,
Damages, Penalties and Injunctive Relief in the California Superior Court for Marin County, and on
August 17, 2005, the District filed its First Amended Complaint (the Complaint). On September
26, 2005, the Company filed its Answer to the Complaint, denying each and every allegation of the
Complaint and further denying that the District is entitled to any of the relief requested therein.
The District subsequently issued a Notice of Violation dated December 12, 2005 (the NOV),
alleging additional violations of the Ordinance. By letter dated December 23, 2005, the Company
denied the allegations in the NOV.
The Company settled this matter in May 2007 by agreeing to make certain improvements to the
operation of the Propertys sanitary collection system and without the payment of any monetary
damages to the District.
Countryside at Vero Beach
The Company previously received letters dated June 17, 2002 and August 26, 2002 from Indian
River County (County), claiming that the Company owed sewer impact fees in the amount of
approximately $518,000 with respect to the Property known as Countryside at Vero Beach, located in
Vero Beach, Florida, purportedly under the terms of an agreement between the County and a prior
owner of the Property. In response, the Company advised the County that these fees are no longer
due and owing as a result of a 1996 settlement agreement between the County and the prior owner of
the Property, providing for the payment of $150,000 to the County to discharge any further
obligation for the payment of impact or connection fees for sewer service at the Property. The
Company paid this settlement amount (with interest) to the County in connection with the Companys
acquisition of the Property. In February 2006, the Company was served with a complaint filed by
the County in Indian River County Circuit Court, requesting a judgment declaring a lien against the
Property for allegedly unpaid impact fees, and foreclosing said lien. On March 30, 2006, the
Company served its answer and affirmative defenses, and the case is now in the discovery stage. In
the fourth quarter of 2007 the Company settled this matter by agreeing to pay impact fees in the
amount of approximately $360,000 to Indian River County. The $360,000 was capitalized in land
improvements on the Companys Consolidated Balance Sheet and will be depreciated over the useful
life of the asset. All legal fees incurred to settle this matter will be expensed.
On January 12, 2006, the Company was served with a complaint filed in Indian River County
Circuit Court on behalf of a purported class of homeowners at Countryside at Vero Beach. The
complaint includes counts for alleged violations of the Florida Mobile Home Act and the Florida
Deceptive and Unfair Trade Practices Act, and claims that the Company required homeowners to pay
water and sewer impact fees, either to the Company or to the County, as a condition of initial or
continued occupancy in the Park, without properly disclosing the fees in advance and
notwithstanding the Companys position that all such fees were fully paid in connection with the
settlement agreement described above. On February 8, 2006, the Company served its motion to
dismiss the complaint. In May 2007, the Court granted the Companys motion to dismiss, but also
allowed the plaintiff to amend their complaint. The plaintiff filed an amended complaint, which
the Company has also moved to dismiss. The Company will vigorously defend the lawsuit.
Colony Park
On December 1, 2006, a group of tenants at the Companys Colony Park Property in Ceres,
California filed a complaint in the California Superior Court for Stanislaus County alleging that
the Company has failed to properly maintain the Property and has improperly reduced the services
provided to the tenants, among other allegations. On March 2, 2007, the Company filed a demurrer
to the complaint, along with a motion to strike portions of the complaint (motion to strike) and
a motion to compel arbitration and stay action (motion to compel). After a hearing on March 28,
2007, the Court issued a ruling on April 5, 2007, which overruled the demurrer, took the motion to
compel under submission, and granted the motion to strike in part and denied it in part. The Court
subsequently issued a ruling on April 6, 2007, denying the motion to compel. The Company has filed
an interlocutory appeal, which is pending, of the denial of the motion to compel. On April 11,
2007, the plaintiff tenant group filed their first amended complaint in the case. On September 19,
2007, the Company filed an answer denying all material allegations of the first amended complaint
and filed a counterclaim for declaratory relief and damages. Discovery has commenced. The Court
has set a trial date for October 21, 2008. The Company believes that the allegations in the first
amended complaint are without merit, and intends to vigorously defend the lawsuit.
Californias Department of Housing and Community Development (HCD) issued a Notice of
Violation dated August 21, 2006 regarding the sewer system at Colony Park. The notice ordered the
Company to replace the Propertys sewer system or show justification from a third party explaining
why the sewer system does not need to be replaced. The Company has provided such third party
report to HCD and believes that the sewer system does not need to be replaced. Based upon
information provided by the Company to HCD to date, HCD has indicated that it agrees that the
entire system does not need to be replaced.
25
Hurricane Claim Litigation
On June 22, 2007 the Company filed suit, in the Circuit Court of Cook County, Illinois (Case
No. 07CH16548), against its insurance carriers, Hartford Fire Insurance Company, Essex Insurance
Company, Lexington Insurance Company, and Westchester Surplus Lines Insurance Company, regarding a
coverage dispute arising from losses suffered by the Company as a result of hurricanes that
occurred in Florida in 2004 and 2005. The Company also brought claims against Aon Risk Services,
Inc. of Illinois, the Companys insurance broker, regarding the procurement of appropriate
insurance coverage for the Company. The Company is seeking declaratory relief establishing the
coverage obligations of its carriers, as well as a judgment for breach of contract, breach of the
covenant of good faith and fair dealing, unfair settlement practices and, as to Aon, for failure to
provide ordinary care in the selling and procuring of insurance. The claims involved in this action
exceed $11 million.
In response to motions to dismiss, the trial court dismissed: (1) the requests for declaratory
relief as being duplicative of the claims for breach of contract and (2) certain of the breach of
contract claims as being not ripe until the limits of underlying insurance policies have been
exhausted. On or about January 28, 2008, the Company filed its Second Amended Complaint. Written
discovery proceedings have commenced.
Since filing the lawsuit, the Company has received additional payments from Essex Insurance
Company and Lexington Insurance Company of approximately $2.2 million. In addition, in January
2008 the Company entered a settlement with Hartford Fire Insurance Company pursuant to which
Hartford paid the Company the remaining disputed limits of Hartfords insurance policy, in the
amount of $516,499, and the Company dismissed and released Hartford from additional claims for
interest and bad faith claims handling.
Brennan Beach
The Company has learned that the Law Enforcement Division of the New York Department of
Environmental Compliance (DEC) is investigating certain allegations relating to the operation of
the onsite wastewater treatment plant and the use of adjacent wetlands at Brennan Beach, which is
located in Pulaski, New York. The Company attended a meeting with the DEC in November 2007 at
which certain alleged violations were discussed. No formal notices have been issued to the Company
asserting specific violations and the Company is cooperating with the DEC investigation.
Appalachian RV
The Company has learned that the U.S. Environmental Protection Agency (EPA) is investigating
potential soil contamination at Appalachian RV, which is located in Shartlesville, Pennsylvania,
reportedly stemming from observations of remnants of old auto battery parts at the Property. In
late November and early December 2007, the EPA conducted an assessment by soil sampling at the
Property. The laboratory results of that soil sampling have not yet been made available to
the Company. The Company is cooperating with the EPA investigation.
Florida Utility Operations
The Company received notice from the Florida Department of Environmental Protection (DEP)
that as a result of a compliance inspection it is alleging violations of Florida law relating to
the operation of onsite water plants and wastewater treatment plants at seven properties in
Florida. The alleged violations relate to record keeping and reporting requirements, physical and
operating deficiencies and permit compliance. The Company has investigated each of the alleged
violations, including a review of a third party operator hired to oversee such operations. The
Company met with the DEP in November 2007 to respond to the alleged violations and as a follow-up
to such meeting provided a written response to the DEP in December 2007. In light of the Companys
written response, in late January 2008 the DEP conducted a follow-up compliance inspection at each
of the seven properties. While the outcome of this investigation remains uncertain, the Company
expects to resolve the issues raised by the DEP by entering into a consent decree in which the
Company will agree to make certain improvements in its facilities and operations to resolve the
issues and pay certain costs and penalties associated with the violations. While the outcome is
still uncertain, the amount of the costs and penalties to be paid to the DEP is not expected to be
material. The Company has also replaced its third party operator hired to oversee onsite water and
wastewater operations at each of the seven properties. The Company is evaluating the costs of any
improvements to its facilities, which would be capital expenditures depreciated over the estimated
useful life of the improvement.
Other
The Company is involved in various other legal proceedings arising in the ordinary course of
business. Such proceedings include, but are not limited to, notices, consent decrees and other
similar enforcement actions by governmental agencies relating to the Companys water and wastewater
treatment plants. Additionally, in the ordinary course of business,
26
the Companys operations are
subject to audit by various taxing authorities. Management believes that all proceedings herein
described or referred to, taken together, are not expected to have a material adverse impact on the
Company. In addition, to the extent any such proceedings or audits relate to newly acquired
Properties, the Company considers any potential indemnification obligations of sellers in favor of
the Company.
Item 4. Submission of Matters to a Vote of Security Holders
None.
27
PART II
|
|
|
Item 5. |
|
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities. |
Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol ELS. On
February 22, 2008, the reported closing price per share of ELS common stock on the NYSE was $46.75
and there were approximately 6,349 beneficial holders of record. The high and low sales prices and
closing sales prices on the NYSE and distributions for our common stock during 2007 and 2006 are
set forth in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions |
|
|
Close |
|
High |
|
Low |
|
Declared |
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Quarter |
|
$ |
54.01 |
|
|
$ |
59.67 |
|
|
$ |
51.00 |
|
|
$ |
0.150 |
|
2nd Quarter |
|
|
52.19 |
|
|
|
56.47 |
|
|
|
49.60 |
|
|
|
0.150 |
|
3rd Quarter |
|
|
51.80 |
|
|
|
54.25 |
|
|
|
43.79 |
|
|
|
0.150 |
|
4th Quarter |
|
|
45.67 |
|
|
|
55.65 |
|
|
|
43.72 |
|
|
|
0.150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Quarter |
|
$ |
49.75 |
|
|
$ |
51.81 |
|
|
$ |
44.30 |
|
|
$ |
0.075 |
|
2nd Quarter |
|
|
43.83 |
|
|
|
50.00 |
|
|
|
40.91 |
|
|
|
0.075 |
|
3rd Quarter |
|
|
45.71 |
|
|
|
47.27 |
|
|
|
41.45 |
|
|
|
0.075 |
|
4th Quarter |
|
|
54.43 |
|
|
|
56.00 |
|
|
|
44.90 |
|
|
|
0.075 |
|
Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares |
|
Maximum Number of |
|
|
|
|
|
|
|
|
|
|
Purchased as Part of |
|
Shares that May Yet |
|
|
Total Number of |
|
Average Price Paid |
|
Publicly Announced |
|
be Purchased Under |
Period |
|
Shares Purchased(a) |
|
per Share(a) |
|
Plans or Programs |
|
the Plans or Programs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/1/07-12/31/07 |
|
|
18,821 |
|
|
$ |
45.25 |
|
|
None |
|
None |
|
|
|
(a) |
|
Of the common stock repurchased on December 31, 2007, 18,821 shares were repurchased at
the open market price and represent common stock surrendered to the Company to satisfy
income tax withholding obligations due as a result of the vesting of Restricted Share
Grants. Certain executive officers of the Company may from time to time adopt
non-discretionary, written trading plans that comply with Commission Rule 10b5-1, or
otherwise monetize their equity-based compensation. Commission Rule 10b5-1 provides
executives with a method to monetize their equity-based compensation in an automatic and
non-discretionary manner over time. |
28
Item 6. Selected Financial Data
The following table sets forth selected financial and operating information on a historical
basis. The historical operating data has been derived from the historical financial statements of
the Company. The following information should be read in conjunction with all of the financial
statements and notes thereto included elsewhere in this Form 10-K.
Equity LifeStyle Properties, Inc.
Consolidated Historical Financial Information
(Amounts in thousands, except for per share and property data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Years ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Property Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Community base rental income |
|
$ |
236,933 |
|
|
$ |
225,815 |
|
|
$ |
213,280 |
|
|
$ |
204,190 |
|
|
$ |
189,915 |
|
Resort base rental income |
|
|
102,372 |
|
|
|
89,925 |
|
|
|
74,371 |
|
|
|
54,661 |
|
|
|
11,551 |
|
Utility and other income |
|
|
36,849 |
|
|
|
30,643 |
|
|
|
27,367 |
|
|
|
24,496 |
|
|
|
19,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating revenues |
|
|
376,154 |
|
|
|
346,383 |
|
|
|
315,018 |
|
|
|
283,347 |
|
|
|
221,132 |
|
|
Property operating and maintenance |
|
|
127,342 |
|
|
|
116,179 |
|
|
|
103,832 |
|
|
|
91,812 |
|
|
|
61,945 |
|
Real estate taxes |
|
|
27,429 |
|
|
|
26,246 |
|
|
|
24,671 |
|
|
|
22,723 |
|
|
|
18,011 |
|
Property management |
|
|
18,385 |
|
|
|
17,079 |
|
|
|
15,919 |
|
|
|
12,852 |
|
|
|
9,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses (exclusive of
depreciation shown separately below) |
|
|
173,156 |
|
|
|
159,504 |
|
|
|
144,422 |
|
|
|
127,387 |
|
|
|
89,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from property operations |
|
|
202,998 |
|
|
|
186,879 |
|
|
|
170,596 |
|
|
|
155,960 |
|
|
|
131,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Sales Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenues from inventory home sales |
|
|
33,333 |
|
|
|
61,247 |
|
|
|
66,014 |
|
|
|
47,404 |
|
|
|
36,472 |
|
Cost of inventory home sales |
|
|
(30,713 |
) |
|
|
(54,498 |
) |
|
|
(57,471 |
) |
|
|
(41,577 |
) |
|
|
(31,615 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit from inventory home sales |
|
|
2,620 |
|
|
|
6,749 |
|
|
|
8,543 |
|
|
|
5,827 |
|
|
|
4,857 |
|
Brokered resale revenues, net |
|
|
1,528 |
|
|
|
2,129 |
|
|
|
2,714 |
|
|
|
2,176 |
|
|
|
1,714 |
|
Home selling expenses |
|
|
(7,555 |
) |
|
|
(9,836 |
) |
|
|
(8,838 |
) |
|
|
(8,630 |
) |
|
|
(7,287 |
) |
Ancillary services revenues, net |
|
|
2,436 |
|
|
|
3,027 |
|
|
|
2,227 |
|
|
|
2,280 |
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from home sales operations & other |
|
|
(971 |
) |
|
|
2,069 |
|
|
|
4,646 |
|
|
|
1,653 |
|
|
|
(581 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,732 |
|
|
|
1,975 |
|
|
|
1,406 |
|
|
|
1,391 |
|
|
|
1,695 |
|
Income from other investments, net (2) |
|
|
22,476 |
|
|
|
20,102 |
|
|
|
16,609 |
|
|
|
3,475 |
|
|
|
956 |
|
General and administrative |
|
|
(15,591 |
) |
|
|
(12,760 |
) |
|
|
(13,624 |
) |
|
|
(9,243 |
) |
|
|
(8,060 |
) |
Rent control initiatives |
|
|
(2,657 |
) |
|
|
(1,157 |
) |
|
|
(1,081 |
) |
|
|
(2,412 |
) |
|
|
(2,352 |
) |
Interest and related amortization (3) |
|
|
(103,070 |
) |
|
|
(103,161 |
) |
|
|
(100,712 |
) |
|
|
(91,154 |
) |
|
|
(58,206 |
) |
Loss on early debt retirement (4) |
|
|
|
|
|
|
|
|
|
|
(20,630 |
) |
|
|
|
|
|
|
|
|
Depreciation on corporate assets |
|
|
(437 |
) |
|
|
(410 |
) |
|
|
(804 |
) |
|
|
(1,657 |
) |
|
|
(1,240 |
) |
Depreciation on real estate assets and other costs |
|
|
(63,554 |
) |
|
|
(60,276 |
) |
|
|
(55,608 |
) |
|
|
(47,467 |
) |
|
|
(35,924 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses, net |
|
|
(161,101 |
) |
|
|
(155,687 |
) |
|
|
(174,444 |
) |
|
|
(147,067 |
) |
|
|
(103,131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interests, equity in income
of unconsolidated joint ventures, loss on
extinguishment of debt, gain on sale of property
and discontinued operations |
|
|
40,926 |
|
|
|
33,261 |
|
|
|
798 |
|
|
|
10,546 |
|
|
|
28,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Income) loss allocated to Common OP Units |
|
|
(5,322 |
) |
|
|
(4,267 |
) |
|
|
1,329 |
|
|
|
(565 |
) |
|
|
(3,431 |
) |
Income allocated to Perpetual Preferred OP Units (5) |
|
|
(16,140 |
) |
|
|
(16,138 |
) |
|
|
(13,974 |
) |
|
|
(11,284 |
) |
|
|
(11,252 |
) |
Equity in income of unconsolidated joint ventures |
|
|
2,696 |
|
|
|
3,583 |
|
|
|
6,508 |
|
|
|
3,739 |
|
|
|
340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before gain on sale of properties and
other, and discontinued operations |
|
|
22,160 |
|
|
|
16,439 |
|
|
|
(5,339 |
) |
|
|
2,436 |
|
|
|
13,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of properties and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
22,160 |
|
|
|
16,439 |
|
|
|
(5,339 |
) |
|
|
2,438 |
|
|
|
13,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
289 |
|
|
|
520 |
|
|
|
1,927 |
|
|
|
2,750 |
|
|
|
4,607 |
|
Depreciation on discontinued operations |
|
|
|
|
|
|
(84 |
) |
|
|
(410 |
) |
|
|
(1,427 |
) |
|
|
(1,476 |
) |
Gain (loss) on sale of discontinued properties and other |
|
|
12,036 |
|
|
|
(192 |
) |
|
|
2,279 |
|
|
|
636 |
|
|
|
10,826 |
|
Minority interests on discontinued operations |
|
|
(2,383 |
) |
|
|
(51 |
) |
|
|
(790 |
) |
|
|
(371 |
) |
|
|
(2,573 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
9,942 |
|
|
|
193 |
|
|
|
3,006 |
|
|
|
1,588 |
|
|
|
11,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available for Common Shares |
|
$ |
32,102 |
|
|
$ |
16,632 |
|
|
$ |
(2,333 |
) |
|
$ |
4,026 |
|
|
$ |
25,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
Equity LifeStyle Properties, Inc.
Consolidated Historical Financial Information
(continued)
(Amounts in thousands, except for per share and property data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) As of December 31, |
|
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
Earnings per Common Share Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.92 |
|
|
$ |
0.70 |
|
|
$ |
(0.23 |
) |
|
$ |
0.11 |
|
|
$ |
0.62 |
|
Income from discontinued operations |
|
$ |
0.41 |
|
|
$ |
0.01 |
|
|
$ |
0.13 |
|
|
$ |
0.07 |
|
|
$ |
0.52 |
|
Net income (loss) available for Common Shares |
|
$ |
1.33 |
|
|
$ |
0.71 |
|
|
$ |
(0.10 |
) |
|
$ |
0.18 |
|
|
$ |
1.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per Common Share Fully Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.90 |
|
|
$ |
0.68 |
|
|
$ |
(0.23 |
) |
|
$ |
0.10 |
|
|
$ |
0.61 |
|
Income from discontinued operations |
|
$ |
0.41 |
|
|
$ |
0.01 |
|
|
$ |
0.13 |
|
|
$ |
0.07 |
|
|
$ |
0.50 |
|
Net income (loss) available for Common Shares |
|
$ |
1.31 |
|
|
$ |
0.69 |
|
|
$ |
(0.10 |
) |
|
$ |
0.17 |
|
|
$ |
1.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared per Common Share outstanding (3) |
|
$ |
0.60 |
|
|
$ |
0.30 |
|
|
$ |
0.10 |
|
|
$ |
0.05 |
|
|
$ |
9.485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares outstanding basic |
|
|
24,089 |
|
|
|
23,444 |
|
|
|
23,081 |
|
|
|
22,849 |
|
|
|
22,077 |
|
Weighted average Common OP Units outstanding |
|
|
5,870 |
|
|
|
6,165 |
|
|
|
6,285 |
|
|
|
6,067 |
|
|
|
5,342 |
|
Weighted average Common Shares outstanding fully diluted |
|
|
30,414 |
|
|
|
30,241 |
|
|
|
29,366 |
|
|
|
29,465 |
|
|
|
28,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate, before accumulated depreciation (6) |
|
$ |
2,396,115 |
|
|
$ |
2,337,460 |
|
|
$ |
2,152,567 |
|
|
$ |
2,035,790 |
|
|
$ |
1,309,705 |
|
Total assets |
|
|
2,033,695 |
|
|
|
2,055,831 |
|
|
|
1,948,874 |
|
|
|
1,886,289 |
|
|
|
1,463,507 |
|
Total mortgages and loans (3) |
|
|
1,659,392 |
|
|
|
1,717,212 |
|
|
|
1,638,281 |
|
|
|
1,653,051 |
|
|
|
1,076,183 |
|
Minority interests (5) |
|
|
217,776 |
|
|
|
212,794 |
|
|
|
209,379 |
|
|
|
134,771 |
|
|
|
124,634 |
|
Stockholders equity (3) |
|
|
70,941 |
|
|
|
47,118 |
|
|
|
32,516 |
|
|
|
31,844 |
|
|
|
(2,528 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations (7) |
|
$ |
92,752 |
|
|
$ |
82,367 |
|
|
$ |
52,827 |
|
|
$ |
54,448 |
|
|
$ |
58,479 |
|
|
Total Properties (at end of period) |
|
|
311 |
|
|
|
311 |
|
|
|
285 |
|
|
|
275 |
|
|
|
142 |
|
Total sites (at end of period) |
|
|
112,779 |
|
|
|
112,956 |
|
|
|
106,337 |
|
|
|
102,178 |
|
|
|
53,429 |
|
|
|
|
(1) |
|
See the Consolidated Financial Statements of the Company contained in this Form 10-K.
Certain revenue amounts reported in previously issued statements of operations have been
reclassified in the attached statements of operations due to the Companys expansion of the
related revenue activity. |
Property operations and home sale operations are discussed in Item 7 contained in this Form
10-K.
(2) |
|
Since November 2004, Income from other investments, net included rental income from the lease
of membership Properties to Thousand Trails or its current owner, Privileged Access. See Note
2(i) in the Notes to Consolidated Financial Statements contained in this Form 10-K. |
30
Equity LifeStyle Properties, Inc.
Consolidated Historical Financial Information
(continued)
(3) |
|
On October 17, 2003, we closed 49 mortgage loans collateralized by 51 Properties (the
Recap) providing total proceeds of approximately $501 million at a weighted average interest
rate of 5.84% per annum and with a weighted average maturity at that time of approximately 9
years. Approximately $170 million of the proceeds were used to repay amounts outstanding on
our lines of credit and term loan. Approximately $225 million was used to pay a special
distribution of $8.00 per share on January 16, 2004. The remaining funds were used for
investment purposes in 2004. The Recap resulted in increased interest and amortization
expense and the special distribution resulted in decreased stockholders equity. |
|
(4) |
|
On December 2, 2005, we refinanced approximately $293 million of secured debt maturing in
2007 with an effective interest rate of 6.8% per annum. This refinanced debt was secured by
two cross-collateralized loan pools consisting of 35 Properties. The transaction generated
approximately $337 million in proceeds from loans secured by individual mortgages on 20
Properties. The blended interest rate on the refinancing was approximately 5.3% per annum, and
the loans mature in 2015. Transaction costs resulting from early debt retirement were
approximately $20.0 million. |
|
(5) |
|
During 2005, we issued $25 million of 8.0625% Series D and $50 million of 7.95% Series F
Cumulative Redeemable Perpetual Preference Units to institutional investors. Proceeds were
used to pay down amounts outstanding under the Companys lines of credit (see Note 4 in the
Notes to Consolidated Financial Statements contained in this Form 10-K). |
|
(6) |
|
We believe that the book value of the Properties, which reflects the historical costs of such
real estate assets less accumulated depreciation, is less than the current market value of the
Properties. |
|
(7) |
|
Refer to Item 7 contained in this Form 10-K for information regarding why we present funds
from operations and for a reconciliation of this non-GAAP financial measure to net income. |
31
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with Selected Financial Data and the
historical Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form
10-K.
2007 Accomplishments
|
|
|
Raised annual dividend to $0.80 per share in 2008, up from $0.60 per share in 2007. |
|
|
|
|
Successfully amended our existing unsecured Lines of Credit to expand our borrowing
capacity from $275 million to $370 million. |
|
|
|
|
Acquired five Properties containing over 1,400 sites, including our outside joint
venture partners interest in two Properties. |
|
|
|
|
Second year in row since 2000 that our manufactured home Properties owned year over year
finished the year with a higher number of occupied sites than the number we started the
year. |
|
|
|
|
Launched a new benefit program, RvontheGo Club, for members. Members receive discounts
on entertainment and purchases at retailers, in addition to exclusive member-only discounts
and advanced invitations to resort events. |
Overview and Outlook
Occupancy in our Properties as well as our ability to increase rental rates directly affects
revenues. Our revenue streams are predominantly derived from customers renting our sites on a
long-term basis.
We have approximately 64,900 annual sites, approximately 8,700 seasonal sites, which are
leased to customers generally for three to six months, and approximately 8,800 transient sites,
occupied by customers who lease sites on a short-term basis. We expect to service over 100,000
customers with these transient sites. However, we consider this revenue stream to be our most
volatile. It is subject to weather conditions, gas prices, and other factors affecting the
marginal RV customers vacation and travel preferences. Finally, we have approximately 24,100
membership sites for which we will receive annual ground rent in 2008 of approximately $25.5
million. This rent is classified in Income from other investments, net in the Consolidated
Statements of Operations. (See also Privileged Access discussion below) We also have interests in
Properties containing approximately 6,300 sites for which revenue is classified as Equity in income
from unconsolidated joint ventures in the Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
Total Sites as of Dec. 31, |
|
|
(rounded to 000s) |
|
|
2007 |
|
2006 |
Community sites (1) |
|
|
44,800 |
|
|
|
45,700 |
|
Resort sites (2): |
|
|
|
|
|
|
|
|
Annual |
|
|
20,100 |
|
|
|
18,900 |
|
Seasonal |
|
|
8,700 |
|
|
|
8,000 |
|
Transient |
|
|
8,800 |
|
|
|
8,800 |
|
Membership (3) |
|
|
24,100 |
|
|
|
24,100 |
|
Joint Ventures (4) |
|
|
6,300 |
|
|
|
7,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
112,800 |
|
|
|
113,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 655 and 1,581 sites from discontinued operations as of December 31, 2007
and 2006, respectively. |
|
(2) |
|
Includes 100 sites from discontinued operations as of December 31, 2006,
subsequently sold in January 2007. |
|
(3) |
|
All sites are currently leased to Privileged Access. |
|
(4) |
|
Joint Venture income is included in Equity in income of unconsolidated joint
ventures. |
Our home sales volumes and gross profits have been declining since 2005. We believe that the
disruption in the site-built housing market may be contributing to the decline in our home sales
operations as potential customers are not able to sell their existing site-built homes as well as
increased price sensitivity for seasonal and second homebuyers. A number of factors have
contributed to this disruption. In the last few years, many site-built home sales were for
speculative or investment purposes. Innovative financing techniques, such as loan securitizations,
provided increased credit access and resulted in overbuilding and excess site-built home supply.
Bad lending practices, like no money down, diminshed underwriting, longer amortization periods and
aggressive appraisals have contributed to loan defaults, repossessions and capital meltdowns. The
disruption has not impacted our maufactured home occupancy, however, the anticipated continuation
of the decline in our sales volumes may negatively impact occupancy in the future. In order to maintain and improve existing occupancy,
ELS is focusing on new customer acquisition projects. During 2007, we have formed an occupancy
task force (OTF) to review our portfolio for opportunities to increase occupancy. Programs being
evaluated by the OTF include: purchasing homes for a rental program, renting existing inventory
homes and providing additional financing options to home buyers.
32
Privileged Access
Privileged Access has been the owner of Thousand Trails (TT) since April 14, 2006. TTs
primary business consists of entering into agreements with individuals to use its properties (the
Agreements) and has been engaged in such business for almost 40 years. The properties are
primarily campgrounds with designated sites for the placement of recreational vehicles to service
its membership base of over 100,000 families. The campgrounds are owned by the Company and leased
to Privileged Access. Privileged Access is headquartered in Frisco, Texas, and has more than 2,000
employees and is owned 100 percent by Mr. Joe McAdams, the Companys President effective January 1,
2008.
As of December 31, 2007, we are leasing approximately 24,100 sites at 81 resort Properties to
Privileged Access or its subsidiaries so that Privileged Access may meet its obligations under the
Agreements. For the years ended December 31, 2007 and 2006 we recognized approximately $20.5
million and $17.8 million, respectively, in rent from these leasing arrangements. The lease income
is included in Income from other investments, net in the Companys Consolidated Statement of
Operations.
The Company has recently evaluated a possible purchase of Privileged Access and/or its
subsidiaries. However, there continues to be lack of definitive guidance regarding the tax
treatment of gross income from membership contracts for REIT gross income test purposes. As a
result, the Company believes that the best strategic option available at this time was to bring Mr.
McAdams to the Company and continue to work with Privileged Access on initiatives such as
fractional sales, whole ownership and potentially combining certain overhead functions while
maintaining the landlord tenant relationship.
Effective January 1, 2008, the leases for these Properties were amended and restated and
provide for the following significant terms: a) annual fixed rent of approximately $25.5 million,
b) annual rent increases at the higher of CPI or a renegotiated amount based upon the fair market
value of the Properties, c) expiration date of January 15, 2020, and d) two 5-year extension terms
at the option of Privileged Access. The January 1, 2008 lease for 59 of the Properties known as
the TT Portfolio also included provisions where the Company paid Privileged Access $1 million for
entering into the amended lease. The $1 million payment will be amortized on a pro-rata basis over
the remaining term of the lease as an offset to the annual lease payments. Additionally, the
Company also agreed to reimburse Privileged Access up to $5 million for the cost of any
improvements made to the TT Portfolio. The Company shall reimburse Privileged Access only if the
improvement has been pre-approved, is a depreciable fixed asset and supporting documentation is
provided. The assets purchased with the capital improvement fund will be the assets of the Company
and will be amortized in accordance with the Companys depreciation policies.
The Company has subordinated its lease payment for the TT Portfolio to a bank that has loaned
Privileged Access $10 million. The Company guaranteed $2.5 million of that loan in September 2007
and that guarantee was extinguished in December 2007. Privileged Access is obligated to pay back
$5 million of the loan in 2008, $2.5 million in 2009 and the final $2.5 million in 2010. The
Company believes that the possibility that Privileged Access would not make its lease payment on
the TT Portfolio as a result of the subordination is remote.
Since June 12, 2006, Privileged Access has leased 130 cottage sites at Tropical Palms, a
resort Property located near Orlando, Florida from the Company. For the years ended December 31,
2007 and 2006 we earned approximately $1.5 million and $0.6 million, respectively, in rent from
this leasing arrangement. The lease income is included in the Resort base rental income in the
Companys Consolidated Statement of Operations. The Tropical Palms lease currently provides for
the following significant terms: a) annual fixed rent of approximately $1.4 million, paid
quarterly, b) percentage rent of 50% of the tenants gross revenues in excess of the fixed rent, and
c) expiration date of June 30, 2008. The Company expects to extend the Tropical Palms lease when
it expires.
Refer to Note 12 Transactions with Related Parties included in the Notes to Consolidated
Financial Statements in this Form 10-K for a description of all agreements between the Company and
Privileged Access.
Supplemental Property Disclosure
We provide the following disclosures with respect to certain assets:
|
|
|
Monte Vista Monte Vista is a lifestyle-oriented resort Property located in Mesa,
Arizona containing approximately 56 acres of vacant land. We have obtained approval to
develop 275 manufactured home and 240 resort sites on this land. In connection with
evaluating the development of Monte Vista, we evaluated selling the land and subsequently
decided to list 26 acres of the land for sale. With respect to the land not listed for
sale, we intend to develop additional resort sites and may consider other alternative uses
for the land or sale of the acreage. |
|
|
|
|
Bulow Plantation Bulow Plantation is a 628-site mixed lifestyle-oriented resort and
manufactured home Property located in Flagler Beach, Florida, which contains approximately
180 acres of adjacent vacant land. We have obtained approval from Flagler County for an
additional manufactured home community development of approximately 700 |
33
|
|
|
sites on this land.
In connection with evaluating the possible development and based on inquiries from
single-family home developers, we evaluated a sale of the land. Subsequently, we listed
the land for sale for a purchase price of $28 million. We anticipate that we will proceed
with the development if we determine that any offers or the terms thereof are unacceptable.
ELS recently obtained an amendment to the Board of Flagler County Commissioners resolution
approving the planned unit development classification of the Property to clarify that
resort cottages may be installed and set forth standards for the installation of resort
cottages. This amendment may impact the plans for the future development. |
|
|
|
Holiday Village, Florida Holiday Village is a 128-site manufactured home community
located in Vero Beach, Florida, on approximately 20 acres of land. As a result of the 2004
hurricanes, this Property is less than 50% occupied. The residents have been notified that
the Property was listed for sale for a purchase price of $6 million. |
Insurance
Approximately 70 Florida Properties suffered damage from the four hurricanes that struck the
state during August and September 2004. As of February 19, 2008, the Company estimates its total
claim to be $21.8 million, of which approximately $21.5 million of claims, including business
interruption, have been submitted to its insurance companies for reimbursement. Through December
31, 2007, the Company has made total expenditures of approximately $17.4 million and expects to
incur additional expenditures to complete the work necessary to restore the Properties to their
pre-hurricanes condition. The Company has reserved approximately $2.0 million related to these
expenditures ($0.7 million in 2005 and $1.3 million in 2004). Approximately $6.8 million of these
expenditures have been capitalized per the Companys capitalization policy through December 31,
2007.
The Company has received proceeds from insurance carriers of approximately $7.9 million
through December 31, 2007. The proceeds were accounted for in accordance with the Statement of
Financial Accounting Standards No.5, Accounting for Contingencies (SFAS No. 5). Approximately
$0.6 million has been recognized as a gain on insurance recovery, which is net of approximately
$0.2 million of legal fees and included in income from other investments, net, as of December 31,
2007. The receivable from insurance providers included in other assets of approximately $1.5
million as of December 31, 2006, was collected in full during 2007.
34
Property Acquisitions, Joint Ventures and Dispositions
The following chart lists the Properties or portfolios acquired, invested in, or sold since
January 1, 2006:
|
|
|
|
|
|
|
Property |
|
Transaction Date |
|
Sites |
Total Sites as of January 1, 2006 |
|
|
|
|
106,337 |
|
|
|
|
|
|
|
|
Property or Portfolio (# of Properties in parentheses): |
|
|
|
|
|
|
Thousand Trails (2) |
|
April 14, 2006 |
|
|
624 |
|
Mid-Atlantic Portfolio (7) |
|
April 25, 2006 |
|
|
1,594 |
|
Tranquil Timbers (1) |
|
June 13, 2006 |
|
|
270 |
|
Outdoor World Portfolio (15) |
|
December 15, 2006 |
|
|
3,962 |
|
Pine Island RV Resort (1) |
|
August 3, 2007 |
|
|
363 |
|
Santa Cruz Ranch RV (1) |
|
September 26, 2007 |
|
|
106 |
|
Tuxbury Pond RV Resort (1) |
|
October 11, 2007 |
|
|
305 |
|
|
|
|
|
|
|
|
Joint Ventures: |
|
|
|
|
|
|
Morgan Portfolio (5) |
|
Various, 2006 |
|
|
1,134 |
|
|
|
|
|
|
|
|
Expansion Site Development and other: |
|
|
|
|
|
|
Sites added (reconfigured) in 2006 |
|
|
|
|
134 |
|
Sites added (reconfigured) in 2007 |
|
|
|
|
75 |
|
|
|
|
|
|
|
|
Dispositions: |
|
|
|
|
|
|
Indian Wells (Joint Venture) (1) |
|
April 18, 2006 |
|
|
(350 |
) |
Forest Oaks (1) |
|
April 25, 2006 |
|
|
(227 |
) |
Windsong (1) |
|
April 25, 2006 |
|
|
(268 |
) |
Blazing Star (Joint Venture) (1) |
|
June 29, 2006 |
|
|
(254 |
) |
Lazy Lakes (1) |
|
January 10, 2007 |
|
|
(100 |
) |
Del Rey (1) |
|
July 6, 2007 |
|
|
(407 |
) |
Holiday Village-Iowa (1) |
|
November 30, 2007 |
|
|
(519 |
) |
|
|
|
|
|
|
|
Total Sites as of December 31, 2007 |
|
|
|
|
112,779 |
|
|
|
|
|
|
|
|
Since December 31, 2005, the gross investment in real estate increased from $2,153 million to
$2,396 million as of December 31, 2007, due primarily to the aforementioned acquisitions and
dispositions of Properties during the period.
Markets
The following table identifies our five largest markets by number of sites and provides
information regarding our Properties (excludes membership campground Properties leased to
Privileged Access and Properties owned through Joint Ventures).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Total |
Major |
|
Number of |
|
|
|
|
|
Percent of |
|
Property Operating |
Market |
|
Properties |
|
Total Sites |
|
Total Sites |
|
Revenues |
Florida |
|
|
81 |
|
|
|
35,182 |
|
|
|
42.7 |
% |
|
|
43.8 |
% |
Arizona |
|
|
32 |
|
|
|
12,375 |
|
|
|
15.0 |
% |
|
|
12.6 |
% |
California |
|
|
31 |
|
|
|
7,333 |
|
|
|
8.9 |
% |
|
|
17.1 |
% |
Texas |
|
|
8 |
|
|
|
5,143 |
|
|
|
6.2 |
% |
|
|
2.3 |
% |
Colorado |
|
|
10 |
|
|
|
3,452 |
|
|
|
4.2 |
% |
|
|
4.9 |
% |
Other |
|
|
53 |
|
|
|
18,930 |
|
|
|
23.0 |
% |
|
|
19.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
215 |
|
|
|
82,415 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. generally
accepted accounting principles (GAAP), which require us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and the related
disclosures. We believe that the following critical accounting policies, among others, affect our
more significant judgments and estimates used in the preparation of our consolidated financial
statements.
35
Long-Lived Assets
In accordance with the Statement of Financial Accounting Standards No. 141, Business
Combinations (SFAS No. 141), we allocate the purchase price of Properties we acquire to net
tangible and identified intangible assets acquired based on their fair values. In making estimates
of fair values for purposes of allocating purchase price, we utilize a number of sources, including
independent appraisals that may be available in connection with the acquisition or financing of the
respective Property and other market data. We also consider information obtained about each
Property as a result of our due diligence, marketing and leasing activities in estimating the fair
value of the tangible and intangible assets acquired.
We periodically evaluate our long-lived assets, including our investments in real estate, for
impairment indicators. Our judgments regarding the existence of impairment indicators are based on
factors such as operational performance, market conditions and legal factors. Future events could
occur which would cause us to conclude that impairment indicators exist and an impairment loss is
warranted.
Real estate is recorded at cost less accumulated depreciation. Depreciation is computed on
the straight-line basis over the estimated useful lives of the assets. We use a 30-year estimated
life for buildings acquired and structural and land improvements, a ten-to-fifteen-year estimated
life for building upgrades and a three-to-seven-year estimated life for furniture, fixtures and
equipment. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred
and significant renovations and improvements that improve the asset and extend the useful life of
the asset are capitalized over their estimated useful life.
Allowance for Doubtful Accounts
Rental revenue from our tenants is our principal source of revenue and is recognized over the
term of the respective lease or the length of a customers stay, the majority of which are for a
term of not greater than one year. We monitor the collectibility of accounts receivable from our
tenants on an ongoing basis. We will reserve for receivables when we believe the ultimate
collection is less than probable and maintain an allowance for doubtful accounts. An allowance for
doubtful accounts is recorded during each period and the associated bad debt expense is included in
our property operating and maintenance expense in our Consolidated Statements of Operations. The
allowance for doubtful accounts is netted against rents receivable on our consolidated balance
sheets. Our provision for uncollectible rents receivable was approximately $1.2 million and $0.9
million as of December 31, 2007 and December 31, 2006, respectively.
We may also finance the sale of homes to our customers through loans (referred to as Chattel
Loans). The valuation of an allowance for doubtful accounts for the Chattel Loans is calculated
based on a comparison of the outstanding principal balance of each note compared to the N.A.D.A.
(National Automobile Dealers Association) value and the current market value of the underlying
manufactured home collateral. A bad debt expense is recorded in home selling expense in our
Consolidated Statements of Operations. The allowance for doubtful accounts is netted against the
notes receivables on our consolidated balance sheets. The allowance for these Chattel Loans as of
December 31, 2007 and December 31, 2006 was $160,000 and $110,000, respectively.
Inventory
Inventory consists of new and used Site Set homes and is stated at the lower of cost or market
after consideration of the N.A.D.A. Manufactured Housing Appraisal Guide and the current market
value of each home included in the home inventory. Inventory sales revenues and resale revenues
are recognized when the home sale is closed. Inventory is recorded net of an inventory reserve as
of December 31, 2007 and December 31, 2006 of $0.8 million and $0.6 million, respectively. The
expense for the inventory reserve is included in the cost of home sales in our Consolidated
Statements of Operations.
Variable Interest Entities
In December 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No.
46R, Consolidation of Variable Interest Entities (FIN 46R) an interpretation of ARB 51. The
objective of FIN 46R is to provide guidance on how to identify a variable interest entity (VIE)
and determine when the assets, liabilities, non-controlling interests, and results of operations of
a VIE need to be included in a companys consolidated financial statements. A company that holds
variable interests in an entity will need to consolidate such entity if the company absorbs a
majority of the entitys expected losses or receives a majority of the entitys expected residual
returns if they occur, or both (i.e., the primary beneficiary). The Company will apply FIN 46R to
all types of entity ownership (general and limited partnerships and corporate interests).
The Company will re-evaluate and apply the provisions of FIN 46R to existing entities if
certain events occur which warrant re-evaluation of such entities. In addition, the Company will
apply the provisions of FIN 46R to all new entities in the future. The Company also consolidates
entities in which it has a controlling direct or indirect voting interest. The equity method of
accounting is applied to entities in which the Company does not have a controlling direct or
indirect voting interest,
36
but can exercise influence over the entity with respect to its operations
and major decisions. The cost method is applied when (i) the investment is minimal (typically less
than 5%) and (ii) the Companys investment is passive.
Effective January 1, 2008, the 100 percent owner of Privileged Access, Mr. Joe McAdams, became
our President and we amended and restated the leases for the 81 Properties. Under generally
accepted accounting principles, effective January 1, 2008, Mr. McAdams, Privileged Access and the
Company are considered related parties. Due to the materiality of the leasing arrangement and the
related party nature of the arrangement, the Company has analyzed whether the operations of
Privileged Access should be consolidated with ours. We have determined under FIN 46 that it would
not be appropriate to consolidate Privileged Access as we do not control Privileged Access and are
not the primary beneficiary of Privileged Access. This conclusion required management to make
complex judgments. As a result of the complex nature of the arrangements, on February 15, 2008, we
submitted a letter to the Office of the Chief Accountant at the SEC describing the relationship and
asking for the SECs concurrence with our conclusions that we should not consolidate the operations
of Privileged Access. As of the date of filing this Form 10-K, we do not a response from the SEC.
Valuation of Financial Instruments
The valuation of financial instruments under Statement of Financial Accounting Standards No.
107, Disclosures About Fair Value of Financial Instruments (SFAS No. 107) and Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS No. 133) requires us to make estimates and judgments that affect the fair value
of the instruments. Where possible, we base the fair values of our financial instruments on listed
market prices and third party quotes. Where these are not available, we base our estimates on
other factors relevant to the financial instrument.
Stock-Based Compensation
The Company adopted the fair-value-based method of accounting for share-based payments
effective January 1, 2003 using the modified prospective method described in FASB Statement No.
148, Accounting for Stock-Based Compensation-Transition and Disclosure. The Company adopted
Statement of Financial Accounting Standards No. 123(R) (SFAS 123(R)), Share Based Payment on
July 1, 2005, which did not have a material impact on the Companys results of operations or its
financial position. The Company uses the Black-Scholes-Merton formula to estimate the value of
stock options granted to employees, consultants and directors.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements with any unconsolidated investments or joint
ventures that we believe have or are reasonably likely to have a material effect on our financial
condition, results of operations, liquidity or capital resources.
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial
Statements (SFAS No. 160), an amendment of Accounting Research Bulletin No. 51. The Statement
seeks to improve uniformity and transparency in reporting of the net income attributable to
non-controlling interests in the consolidated financial statements of the reporting entity. The
statement requires, among other provisions, the disclosure, clear labeling and presentation of
non-controlling interests in the Consolidated Balance Sheet and Consolidated Income Statement. SFAS
No. 160 is effective January 1, 2009 with early adoption prohibited. The Company does not expect
the adoption of SFAS No. 160 will have a material effect on the financial position of the Company.
In December 2007, the FASB issued Statement of Financial Accounting Standard No. 141R,
Business Combinations, (SFAS No. 141R). SFAS No. 141R replaces FASB Statement No. 141 but
retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting
(also known as the purchase method) be used for all business combinations and for an acquirer to be
identified for each business combination. SFAS No. 141R also establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the
acquired entity; (b) improves the completeness of the information reported about a business
combination by changing the requirements for recognizing assets acquired and liabilities assumed
arising from contingencies; (c) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (d) determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial effects of the
business combination. SFAS No. 141R replaces, with limited exceptions as specified in the
Statement, the cost allocation process in SFAS No. 141with a fair value based allocation process.
SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on
or after the beginning of the first annual reporting period beginning
37
on or after December 15,
2008. Early application is not permitted. The Company has not yet determined the impact, if any,
that SFAS No. 141R will have on its consolidated financial statements.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159
permits companies to choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing companies with the opportunity
to mitigate volatility in reported earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective
for fiscal years beginning after November 15, 2007. Companies are not allowed to adopt SFAS No.
159 on a retrospective basis unless they choose early adoption. The adoption of SFAS No. 159 is
optional and the Company plans to evaluate the potential adoption in 2008.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS No. 157), which defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands disclosures about
fair value measurements. SFAS No. 157 does not require any new fair value measurements, but
provides guidance on how to measure fair value by providing a fair value hierarchy used to classify
the source of the information. This statement is effective for the Company beginning January 1,
2008. The Company does not expect the adoption of SFAS No. 157 will have a material effect on its
financial statements.
In June 2006, FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes,
an interpretation of FAS 109, Accounting for Income Taxes (FIN 48), to create a single model to
address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income
taxes by prescribing a minimum recognition threshold a tax position is required to meet before
being recognized in the financial
statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest
and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for
fiscal years beginning after December 15, 2006. As required, the Company adopted FIN 48 as of
January 1, 2007. The adoption of FIN 48 did not have any significant impact on the Companys
financial position and results of operations.
Results of Operations
Comparison of Year Ended December 31, 2007 to Year Ended December 31, 2006
The following table summarizes certain financial and statistical data for the Property
Operations for all Properties owned throughout both periods (Core Portfolio) and the Total
Portfolio for the years ended December 31, 2007 and 2006 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Portfolio |
|
|
Total Portfolio |
|
|
|
|
|
|
|
|
|
|
|
Increase / |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase / |
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
(Decrease) |
|
|
% Change |
|
|
2007 |
|
|
2006 |
|
|
(Decrease) |
|
|
% Change |
|
Community base rental income |
|
$ |
232,917 |
|
|
$ |
222,766 |
|
|
$ |
10,151 |
|
|
|
4.6 |
% |
|
$ |
236,933 |
|
|
$ |
225,815 |
|
|
$ |
11,118 |
|
|
|
4.9 |
% |
Resort base rental income |
|
|
88,654 |
|
|
|
83,876 |
|
|
|
4,778 |
|
|
|
5.7 |
% |
|
|
102,372 |
|
|
|
89,925 |
|
|
|
12,447 |
|
|
|
13.8 |
% |
Utility and other income |
|
|
34,572 |
|
|
|
29,751 |
|
|
|
4,821 |
|
|
|
16.2 |
% |
|
|
36,849 |
|
|
|
30,643 |
|
|
|
6,206 |
|
|
|
20.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating revenues |
|
|
356,143 |
|
|
|
336,393 |
|
|
|
19,750 |
|
|
|
5.9 |
% |
|
|
376,154 |
|
|
|
346,383 |
|
|
|
29,771 |
|
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating and
maintenance |
|
|
118,418 |
|
|
|
112,054 |
|
|
|
6,364 |
|
|
|
5.7 |
% |
|
|
127,342 |
|
|
|
116,179 |
|
|
|
11,163 |
|
|
|
9.6 |
% |
Real estate taxes |
|
|
26,301 |
|
|
|
25,522 |
|
|
|
779 |
|
|
|
3.1 |
% |
|
|
27,429 |
|
|
|
26,246 |
|
|
|
1,183 |
|
|
|
4.5 |
% |
Property management |
|
|
17,466 |
|
|
|
16,560 |
|
|
|
906 |
|
|
|
5.5 |
% |
|
|
18,385 |
|
|
|
17,079 |
|
|
|
1,306 |
|
|
|
7.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
162,185 |
|
|
|
154,136 |
|
|
|
8,049 |
|
|
|
5.2 |
% |
|
|
173,156 |
|
|
|
159,504 |
|
|
|
13,652 |
|
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from property operations |
|
$ |
193,958 |
|
|
$ |
182,257 |
|
|
$ |
11,701 |
|
|
|
6.4 |
% |
|
$ |
202,998 |
|
|
$ |
186,879 |
|
|
$ |
16,119 |
|
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Operating Revenues
The 5.9% increase in the Core Portfolio property operating revenues reflects (i) a 4.2%
increase in rates for our community base rental income combined with a 0.4% increase in occupancy,
(ii) a 5.7% increase in revenues for our core resort base income, and (iii) an increase in utility
income and other fees primarily due to the pass-through of higher utility rates, as well as an
increase in the properties passing through utility costs as a separate line item to customers.
Total Portfolio operating revenues increased due to site rental rate increases and our 2006 and
2007 acquisitions (see Note 5 in the Notes to Consolidated Financial Statements contained in this
Form 10-K).
38
Results of Operations (continued)
Property Operating Expenses
The 5.2% increase in property operating expenses for the Core Portfolio reflects a 5.7%
increase in property operating and maintenance due primarily to increases in utilities, repair and
maintenance, payroll and insurance expenses. The increase in real estate taxes is in the Core
Portfolio is generally due to higher property assessments on certain Properties. Property
management expense for the Core Portfolio reflects costs of managing the Properties and is
estimated based on a percentage of Property operating revenues. Total Portfolio operating expenses
increased due to our 2006 and 2007 acquisitions, as well as increases in utilities and legal
expenses. Property management expense for the Total Portfolio increased primarily due to 2006 and
2007 acquisitions and payroll increases.
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales
Operations for the years ended December 31, 2007 and 2006 (amounts in thousands, except sales
volumes).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
Variance |
|
|
% Change |
|
Gross revenues from new home sales |
|
$ |
31,116 |
|
|
$ |
58,799 |
|
|
$ |
(27,683 |
) |
|
|
(47.1 |
%) |
Cost of new home sales |
|
|
(28,067 |
) |
|
|
(52,394 |
) |
|
|
24,327 |
|
|
|
46.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit from new home sales |
|
|
3,049 |
|
|
|
6,405 |
|
|
|
(3,356 |
) |
|
|
(52.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenues from used home sales |
|
|
2,217 |
|
|
|
2,448 |
|
|
|
(231 |
) |
|
|
(9.4 |
%) |
Cost of used home sales |
|
|
(2,646 |
) |
|
|
(2,104 |
) |
|
|
(542 |
) |
|
|
(25.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross (loss) profit from used home sales |
|
|
(429 |
) |
|
|
344 |
|
|
|
(773 |
) |
|
|
(224.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokered resale revenues, net |
|
|
1,528 |
|
|
|
2,129 |
|
|
|
(601 |
) |
|
|
(28.2 |
%) |
Home selling expenses |
|
|
(7,555 |
) |
|
|
(9,836 |
) |
|
|
2,281 |
|
|
|
23.2 |
% |
Ancillary services revenues, net |
|
|
2,436 |
|
|
|
3,027 |
|
|
|
(591 |
) |
|
|
(19.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from home sales operations and other |
|
$ |
(971 |
) |
|
$ |
2,069 |
|
|
$ |
(3,040 |
) |
|
|
(146.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Home sales volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New home sales (1) |
|
|
440 |
|
|
|
783 |
|
|
|
(343 |
) |
|
|
(43.8 |
%) |
Used home sales (2) |
|
|
296 |
|
|
|
370 |
|
|
|
(74 |
) |
|
|
(20.0 |
%) |
Brokered home resales |
|
|
967 |
|
|
|
1,255 |
|
|
|
(288 |
) |
|
|
(22.9 |
%) |
|
|
|
(1) |
|
Includes third party home sales of 45 and 79 for the years ended December 31, 2007
and 2006, respectively. |
|
(2) |
|
Includes third party home sales of nine and 13 for the years ended December 31, 2007
and 2006, respectively. |
Income from home sales operations decreased as a result of lower new, used and brokered resale
volumes and lower gross profits per home sold. The decrease in home selling expenses is primarily
due to lower sales volumes and decreased advertising costs. The decrease in ancillary service
revenue relates primarily to an increase in community activity expenses and store expenses.
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2007
and 2006 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
Variance |
|
|
% Change |
|
Interest income |
|
$ |
1,732 |
|
|
$ |
1,975 |
|
|
$ |
(243 |
) |
|
|
(12.3 |
%) |
Income from other investments, net |
|
|
22,476 |
|
|
|
20,102 |
|
|
|
2,374 |
|
|
|
11.8 |
% |
General and administrative |
|
|
(15,591 |
) |
|
|
(12,760 |
) |
|
|
(2,831 |
) |
|
|
(22.2 |
%) |
Rent control initiatives |
|
|
(2,657 |
) |
|
|
(1,157 |
) |
|
|
(1,500 |
) |
|
|
(129.6 |
%) |
Interest and related amortization |
|
|
(103,070 |
) |
|
|
(103,161 |
) |
|
|
91 |
|
|
|
0.1 |
% |
Depreciation on corporate assets |
|
|
(437 |
) |
|
|
(410 |
) |
|
|
(27 |
) |
|
|
(6.6 |
%) |
Depreciation on real estate assets |
|
|
(63,554 |
) |
|
|
(60,276 |
) |
|
|
(3,278 |
) |
|
|
(5.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses, net |
|
$ |
(161,101 |
) |
|
$ |
(155,687 |
) |
|
$ |
(5,414 |
) |
|
|
(3.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
39
Results of Operations (continued)
Interest income decreased due to a $0.4 million decrease in interest income related to a loan
to Privileged Access that was paid off, a decrease in lower home loan balances, offset by an
increase in interest earned on an our tax-deferred exchange escrow accounts.
Income from other investments, net increased due to: a gain on insurance recovery of
approximately $0.6 million, a one-time gain related to a defeasance transaction of approximately
$1.1 million, the previously discussed increase in ground lease activity with Privileged Access,
offset by one-time gains recognized in 2006 including a $1.0 million non-refundable deposit
received upon termination of the contract for the sale of Del Rey and a $0.9 million gain on sale
of our preferred partnership interest in College Heights, which was previously classified as other
assets.
General and administrative expense increased primarily due to an increase in payroll costs due
to increased salaries and bonuses and accrued expense related to the Long-Term Incentive Plan.
Rent control initiatives increased primarily as a result of activity regarding the Contempo Marin
and City of Santee trials (see Note 18 in the Notes to Consolidated Financial Statements contained
in this Form 10-K).
Depreciation on real estate increased $3.3 million primarily relating to acquisitions.
Equity in Income of Unconsolidated Joint Ventures
For the year ended December 31, 2007, equity in income of unconsolidated joint ventures
decreased $0.9 million primarily due to the distributions received from three joint ventures
relating to debt financings by the joint ventures. These distributions exceeded the Companys
basis and were included in income from unconsolidated joint ventures. This was offset by the
purchase of the remaining interest in Mezzanine Properties and the gain on sale of the property
owned by Indian Wells joint venture in 2006.
Comparison of Year Ended December 31, 2006 to Year Ended December 31, 2005
The following table summarizes certain financial and statistical data for the Property
Operations for all Properties owned throughout both periods (Core Portfolio) and the Total
Portfolio for the years ended December 31, 2006 and 2005 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Portfolio |
|
|
Total Portfolio |
|
|
|
|
|
|
|
|
|
|
|
Increase / |
|
|
% |
|
|
|
|
|
|
|
|
|
|
Increase / |
|
|
% |
|
|
|
2006 |
|
|
2005 |
|
|
(Decrease) |
|
|
Change |
|
|
2006 |
|
|
2005 |
|
|
(Decrease) |
|
|
Change |
|
Community base rental income |
|
$ |
222,767 |
|
|
$ |
213,280 |
|
|
$ |
9,487 |
|
|
|
4.4 |
% |
|
$ |
225,815 |
|
|
$ |
213,280 |
|
|
$ |
12,535 |
|
|
|
5.9 |
% |
Resort base rental income |
|
|
74,063 |
|
|
|
71,015 |
|
|
|
3,048 |
|
|
|
4.3 |
% |
|
|
89,925 |
|
|
|
74,371 |
|
|
|
15,554 |
|
|
|
20.9 |
% |
Utility and other income |
|
|
28,831 |
|
|
|
27,202 |
|
|
|
1,629 |
|
|
|
6.0 |
% |
|
|
30,643 |
|
|
|
27,367 |
|
|
|
3,276 |
|
|
|
12.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating revenues |
|
|
325,661 |
|
|
|
311,497 |
|
|
|
14,164 |
|
|
|
4.5 |
% |
|
|
346,383 |
|
|
|
315,018 |
|
|
|
31,365 |
|
|
|
10.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating and
maintenance |
|
|
106,382 |
|
|
|
102,158 |
|
|
|
4,224 |
|
|
|
4.1 |
% |
|
|
116,179 |
|
|
|
103,832 |
|
|
|
12,347 |
|
|
|
11.9 |
% |
Real estate taxes |
|
|
24,736 |
|
|
|
24,490 |
|
|
|
246 |
|
|
|
1.0 |
% |
|
|
26,246 |
|
|
|
24,671 |
|
|
|
1,575 |
|
|
|
6.4 |
% |
Property management |
|
|
15,995 |
|
|
|
15,392 |
|
|
|
603 |
|
|
|
3.9 |
% |
|
|
17,079 |
|
|
|
15,919 |
|
|
|
1,160 |
|
|
|
7.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
147,113 |
|
|
|
142,040 |
|
|
|
5,073 |
|
|
|
3.6 |
% |
|
|
159,504 |
|
|
|
144,422 |
|
|
|
15,082 |
|
|
|
10.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from property operations |
|
$ |
178,548 |
|
|
$ |
169,457 |
|
|
$ |
9,091 |
|
|
|
5.4 |
% |
|
$ |
186,879 |
|
|
$ |
170,596 |
|
|
$ |
16,283 |
|
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Operating Revenues
The 4.5% increase in the Core Portfolio property operating revenues reflects (i) a 4.4%
increase in rates for our community base rental income combined with a 0.1% increase in occupancy,
(ii) a 4.3% increase in revenues for our core resort base income, and (iii) an increase in utility
income and other fees primarily due to the pass-through of higher utility rates. Total Portfolio
operating revenues increased due to site rental rate increases and our 2005 and 2006 acquisitions
(see Note 5 in the Notes to Consolidated Financial Statements contained in this Form 10-K).
40
Results of Operations (continued)
Property Operating Expenses
The 3.6% increase in property operating expenses for the Core Portfolio reflects a 4.1%
increase in property operating and maintenance due primarily to increases in utilities and repair
and maintenance. Property management expense for the Core Portfolio reflects costs of managing the
Properties and is estimated based on a percentage of Property operating revenues. Total Portfolio
operating expenses increased due to our 2005 and 2006 acquisitions, as well as increases in
utilities and repair and maintenance. Property management expense for the Total Portfolio
increased primarily due to 2005 and 2006 acquisitions and payroll increases.
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales
Operations for the years ended December 31, 2006 and 2005 (amounts in thousands, except sales
volumes).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Variance |
|
|
% Change |
|
Gross revenues from new home sales |
|
$ |
58,799 |
|
|
$ |
62,664 |
|
|
$ |
(3,865 |
) |
|
|
(6.2 |
%) |
Cost of new home sales |
|
|
(52,394 |
) |
|
|
(53,899 |
) |
|
|
1,505 |
|
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit from new home sales |
|
|
6,405 |
|
|
|
8,765 |
|
|
|
(2,360 |
) |
|
|
(26.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenues from used home sales |
|
|
2,448 |
|
|
|
3,350 |
|
|
|
(902 |
) |
|
|
(26.9 |
%) |
Cost of used home sales |
|
|
(2,104 |
) |
|
|
(3,572 |
) |
|
|
1,468 |
|
|
|
41.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss) from used home sales |
|
|
344 |
|
|
|
(222 |
) |
|
|
566 |
|
|
|
255.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokered resale revenues, net |
|
|
2,129 |
|
|
|
2,714 |
|
|
|
(585 |
) |
|
|
(21.6 |
%) |
Home selling expenses |
|
|
(9,836 |
) |
|
|
(8,838 |
) |
|
|
(998 |
) |
|
|
(11.3 |
%) |
Ancillary services revenues, net |
|
|
3,027 |
|
|
|
2,227 |
|
|
|
800 |
|
|
|
35.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from home sales operations and other |
|
$ |
2,069 |
|
|
$ |
4,646 |
|
|
$ |
(2,577 |
) |
|
|
(55.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home sales volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New home sales (1) |
|
|
783 |
|
|
|
771 |
|
|
|
12 |
|
|
|
1.6 |
% |
Used home sales (2) |
|
|
370 |
|
|
|
271 |
|
|
|
99 |
|
|
|
36.5 |
% |
Brokered home resales |
|
|
1,255 |
|
|
|
1,526 |
|
|
|
(271 |
) |
|
|
(17.8 |
%) |
|
|
|
(1) |
|
Includes third party home sales of 79 and 84 for the years ended December 31,
2006 and 2005, respectively. |
|
(2) |
|
Includes third party home sales of 13 and zero for the years ended December 31,
2006 and 2005, respectively. |
New home sales gross profit reflects a decrease in the gross margin. Used home sales gross
profit reflects higher gross margin per home and higher volumes. Brokered resale revenues reflect
decreased resale volumes. The increase in home selling expenses relates primarily to advertising.
The increase in ancillary service revenue relates primarily to our acquisitions.
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2006
and 2005 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Variance |
|
|
% Change |
|
Interest income |
|
$ |
1,975 |
|
|
$ |
1,406 |
|
|
$ |
569 |
|
|
|
40.5 |
% |
Income from other investments, net |
|
|
20,102 |
|
|
|
16,609 |
|
|
|
3,493 |
|
|
|
21.0 |
% |
General and administrative |
|
|
(12,760 |
) |
|
|
(13,624 |
) |
|
|
864 |
|
|
|
6.3 |
% |
Rent control initiatives |
|
|
(1,157 |
) |
|
|
(1,081 |
) |
|
|
(76 |
) |
|
|
(7.0 |
%) |
Interest and related amortization |
|
|
(103,161 |
) |
|
|
(100,712 |
) |
|
|
(2,449 |
) |
|
|
(2.4 |
%) |
Loss on early debt retirement |
|
|
|
|
|
|
(20,630 |
) |
|
|
20,630 |
|
|
|
100.0 |
% |
Depreciation on corporate assets |
|
|
(410 |
) |
|
|
(804 |
) |
|
|
394 |
|
|
|
49.0 |
% |
Depreciation on real estate assets |
|
|
(60,276 |
) |
|
|
(55,608 |
) |
|
|
(4,668 |
) |
|
|
(8.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses, net |
|
$ |
(155,687 |
) |
|
$ |
(174,444 |
) |
|
$ |
18,757 |
|
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
41
Results of Operations (continued)
Interest income increased due to interest earned on our Privileged Access note as discussed
above.
Income from other investments, net increased due to: the previously discussed increase in
ground lease activity with Privileged Access, corporate expense savings of $0.9 million, one-time
gains including a $1.0 million non-refundable deposit received upon termination of the contract for
the sale of Del Rey and a $0.9 million gain on sale of our preferred partnership interest in
College Heights, was previously classified as other assets. These increases were offset by a
write-off of costs related to potential transactions no longer being considered of $0.9 million.
General and administrative expense decreased due to decreased legal costs and banking fees,
partially offset by an increase in payroll. Interest and related amortization increased due to
acquisitions offset by a decrease in our average interest rates due to refinancings in 2005.
Loss on early debt retirement decreased due to transaction costs on early debt retirement
related to refinancings in 2005.
Depreciation on corporate assets decreased as a result of assets being fully depreciated.
Depreciation on real estate increased $4.7 million primarily relating to acquisitions.
Equity in Income of Unconsolidated Joint Ventures
For the year ended December 31, 2006, equity in income of unconsolidated joint ventures
decreased $2.9 million primarily due to the purchase of the remaining interest in the Mezzanine
Properties in the first quarter of 2006 (see Liquidity and Capital Resources Investing
Activities), as well as distributions received in 2005 from three joint ventures relating to debt
refinancings by the ventures. Two of these distributions exceeded the Companys basis and
therefore were included in income from unconsolidated joint ventures in 2005. These decreases are
partially offset by the net gain on sale of the property owned by the Indian Wells joint venture.
Liquidity and Capital Resources
Liquidity
As of December 31, 2007, the Company had $5.8 million in cash and cash equivalents and $267
million available on its lines of credit. The Company expects to meet its short-term liquidity
requirements, including its distributions, generally through its working capital, net cash provided
by operating activities and availability under the existing lines of credit. The Company expects
to meet certain long-term liquidity requirements such as scheduled debt maturities, property
acquisitions and capital improvements by long-term collateralized and uncollateralized borrowings
including borrowings under its existing lines of credit and the issuance of debt securities or
additional equity securities in the Company, in addition to net cash provided by operating
activities. The Company has approximately $200 million of scheduled debt maturities in 2008. The
Company is currently evaluating refinancing options and expects to be able to satisfy the maturing
debt with some combination of refinancing proceeds, net cash provided by operating activities
and/or its available lines of credit. The table below summarizes cash flow activity for the years
ended December 31, 2007, 2006 and 2005 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the twelve months ended |
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Cash provided by operating activities |
|
$ |
122,791 |
|
|
$ |
99,457 |
|
|
$ |
90,326 |
|
Cash used in investing activities |
|
|
(25,604 |
) |
|
|
(67,086 |
) |
|
|
(66,246 |
) |
Cash used in financing activities |
|
|
(93,007 |
) |
|
|
(31,376 |
) |
|
|
(28,775 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
$ |
4,180 |
|
|
$ |
995 |
|
|
$ |
(4,695 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Activities
Net cash provided by operating activities increased $23.3 million for the year ended December
31, 2007 from $99.5 million for the year ended December 31, 2006. As discussed in Results of
Operations above, this increase reflects increases in property operating income and income from
other investments, net, offset by an increase in depreciation expense, general and
42
Liquidity and Capital Resources (continued)
administrative
expense and a decrease in home sales. Net cash provided by operating activities increased $9.1
million for the year ended December 31, 2006 from $90.3 million for the year ended December 31,
2005. This increase reflects increases in
property operating income and income from other investments, net, offset by an increase in interest
expense and a decrease in home sales as discussed in Results of Operations above.
Investing Activities
Net cash used in investing activities reflects the impact of the following investing
activities:
Acquisitions
During the year ended December 31, 2007, we completed the following transactions:
|
|
|
On January 29, 2007, the Company acquired the remaining 75% interest in a joint
venture Property known as Mesa Verde, which is a 345-site resort Property on
approximately 28 acres in Yuma, Arizona. The gross purchase price was approximately
$5.9 million. We assumed a first mortgage loan of approximately $3.5 million with an
interest rate of 4.94% per annum, maturing in 2008. The remainder of the acquisition
price of approximately $1.8 million was funded with a withdrawal from the tax-deferred
exchange account established as a result of the disposition of Lazy Lakes, discussed
below. |
|
|
|
|
On June 27, 2007, the Company purchased the remaining 75% interest in a Diversified
Investments joint venture Property known as Winter Garden, which is a 350-site resort
Property on approximately 27 acres in Winter Garden, Florida. The gross purchase price
was approximately $10.9 million, and we assumed a second mortgage loan of approximately
$4.0 million with an interest rate of 4.3% per annum, maturing in September 2008. The
remainder of the acquisition price, net of a credit for our existing 25% interest, was
funded with proceeds from the Companys lines of credit and a withdrawal of
approximately $3.7 million from the tax-deferred exchange account established as a
result of the disposition of Lazy Lakes discussed below. |
|
|
|
|
On August 3, 2007, the Company acquired a 363-site resort Property known as Pine
Island, on approximately 31 acres, located near St. James City, Florida. The purchase
price of approximately $6.5 million was funded with a withdrawal from the tax-deferred
exchange account established as a result of the sale of Del Rey discussed below. |
|
|
|
|
On September 26, 2007, the Company acquired a 106-site resort Property known as
Santa Cruz RV Ranch, on approximately 7 acres, located near Scotts Valley, California.
The purchase price was approximately $5.5 million. |
|
|
|
|
On October 11, 2007, we acquired a 305-site resort property known as Tuxbury Resort,
on approximately 193 acres in Amesbury, Massachusetts, including approximately 100
acres of potential expansion land. The purchase price was approximately $7.3 million
and the seller provided financing of approximately $1.2 million that matures in January
2010. The cash portion of the purchase price was funded with a withdrawal from the
tax-deferred exchange account established as a result of the sale of Del Rey discussed
below. |
Certain purchase price adjustments may be made within one year following the acquisitions.
2006 Acquisitions
During the year ended December 31, 2006, we acquired 40 Properties (see Note 5 in the Notes to
Consolidated Financial Statements contained in this Form 10-K). The combined investment in real
estate for these 40 Properties was approximately $162.6 million and was funded with the exchange of
two all age properties, new financing of $47.1 million, debt assumed of $38.7 million, and
borrowings from our lines of credit. We assumed rents received in advance of approximately $5.0
million, inventory of approximately $1.9 million, escrow deposits of $0.6 million, and other net
payables of $0.4 million.
2005 Acquisitions
During the year ended December 31, 2005, we acquired seven Properties (see Note 5 in the Notes
to Consolidated Financial Statements contained in this Form 10-K). The combined real estate
investment in these Properties was approximately $89.9
43
Liquidity and Capital Resources (continued)
million and was funded with money drawn from
our lines of credit and debt assumed of $53.5 million. We also assumed approximately $5.4 million
in escrow deposits and $4.0 million of rents received in advance as a result of these acquisitions.
Dispositions
On January 10, 2007, we sold Lazy Lakes, a 100-site resort Property in the Florida Keys, for
proceeds of approximately $7.7 million. The Company recognized a gain of approximately $4.6
million. In order to defer the taxable gain on the sale of Lazy Lakes, the sales proceeds, net of
an eligible distribution of $2.4 million, were deposited in a tax-deferred exchange account. The
funds in the exchange account were used in the Mesa Verde and Winter Garden acquisitions discussed
above.
On July 6, 2007, we sold Del Rey, a 407 site manufactured home site Property in Albuquerque,
New Mexico, for proceeds of approximately $13.0 million. The Company recognized a gain of
approximately $6.9 million. These proceeds were deposited in a tax-deferred exchange account
pending future like-kind exchange acquisitions. Funds were subsequently used for the acquisitions
of Pine Island and Tuxbury Resort, discussed above.
On November 30, 2007, we sold Holiday Village, a 519-site all-age manufactured home Property
in Sioux City, Iowa for $3.0 million. The sales price included approximately $0.4 million in
proceeds from the sale of inventory homes to the buyer. The Company recognized a gain of sale of
approximately $0.6 million. The proceeds from the sale were deposited in a tax-deferred exchange
account pending future like-kind acquisitions, which is classified as escrow deposits and other in
the balance sheet.
During the year ended December 31, 2006, we exchanged two Properties located in Indiana as
part of the Mid-Atlantic Portfolio acquisition (see Note 5 in the Notes to Consolidated Financial
Statements contained in this Form 10-K). We recorded a loss on sale for this transaction of $0.2
million.
During the year ended December 31, 2005, we sold one Property located in Cedar Rapids, Iowa
for a selling price of $6.7 million. Net proceeds of $6.3 million were used to repay amounts
outstanding on our lines of credit. A gain on sale of approximately $2.3 million was recorded
during the fourth quarter of 2005.
We currently have two all-age Properties held for disposition and are in various stages of
negotiations for sale. We plan to reinvest the sale proceeds or reduce outstanding lines of
credit.
The operating results of all properties sold or held for disposition have been reflected in
the discontinued operations of the Consolidated Statements of Operations contained in this Form
10-K.
Notes Receivable Activity
As of December 31, 2006, we had a note receivable from Privileged Access of approximately
$12.3 million, which was repaid in full during 2007. The remaining notes receivable activity of
$1.2 million in cash outflow reflects net lending from
our Chattel Loans.
Investments in and distributions from unconsolidated joint ventures
During the year ended December 31, 2007, the Company invested approximately $2.7 million in
developing one of the Bar Harbor joint venture Properties, which resulted in an increase of the
Companys ownership interest per the joint venture agreement. As of December 31, 2007, the Bar
Harbor joint venture has been consolidated with the operations of the Company as the Company has
determined that as of December 31, 2007 we are the primary beneficiary by applying the standards of
FIN 46R. This consolidation has decreased the Companys investment in joint venture approximately
$11.1 million, with an offsetting increase in investment in real estate.
During the year ended December 31, 2007, the Company received approximately $5.2 million in
distributions from our joint ventures. $5.1 million of these distributions were classified as
return on capital and were included in operating activities. The remaining distributions of
approximately $0.1 million were classified as a return of capital and were included in investing
activities and were related to refinancings at three of our joint venture Properties.
Approximately $2.5 million of the distributions received exceeded the Companys basis in its joint
venture and as such were recorded in income from unconsolidated joint ventures.
During the year ended December 31, 2006, the Company invested approximately $1.1 million in
five joint ventures owning five Properties located in Florida, Massachusetts, Maine and two in
Virginia. The Company also invested approximately $1.6
44
Liquidity and Capital Resources (continued)
million in developing one of the Bar Harbor
joint venture Properties, which resulted in an increase of the Companys ownership interest per the
joint venture agreement.
During the year ended December 31, 2006, the Company received approximately $5.1 million in
distributions from our joint ventures. $3.5 million of these distributions were classified as
return on capital and were included in operating activities. The remaining distributions of
approximately $1.6 million were classified as a return of capital and were included in investing
activities and related to our sale of the Property owned by the Indian Wells joint venture and the
sale of our interest in the Blazing Star joint venture.
During the year ended December 31, 2005, the Company invested approximately $7.0 million for a
50% preferred joint venture interest in three Properties located near Bar Harbor, Maine. The
Company also invested approximately $0.6 million for a 40% interest in a Texas Property owned by a
joint venture controlled by Diversified Investments, Inc (Diversified).
During the year ended December 31, 2005, the Company received approximately $11.3 million in
distributions from our joint ventures. $5.8 million of these distributions were classified as
return on capital and were included in operating activities. The remaining distributions of
approximately $5.5 million were classified as a return of capital, were included in investing
activities, and related to refinancings at three of our joint venture Properties.
In addition, the Company recorded approximately $2.7 million, $3.6 million and $6.5 million of
net income from joint ventures, net of $1.4 million, $1.9 million and $2.0 million of depreciation,
in the years ended December 31, 2007, 2006 and 2005, respectively.
Due to the Companys inability to control the joint ventures, the Company accounts for its
investment in the joint ventures using the equity method of accounting.
Proceeds from sale of investment
During the year ended December 31, 2006, the Company sold its preferred partnership interest
in College Heights for approximately $9.0 million. At the time of the sale, College Heights owned
a portfolio of 11 Properties with approximately 1,900 sites located in Michigan, Ohio and Florida.
The proceeds received represent a per site value of approximately $22,000.
Capital improvements
Capital expenditures for improvements are identified by the Company as recurring capital
expenditures (Recurring CapEx), site development costs and corporate costs. Recurring CapEx was
approximately $16.0 million, $14.6 million and
$15.9 million for the years ended December 31, 2007, 2006 and 2005, respectively. Included in
Recurring CapEx for the years ended 2007, 2006 and 2005 is approximately $1.5 million, $2.0 million
and $3.4 million of costs incurred to replace hurricane damaged assets. Site development costs
were approximately $12.8 million, $17.3 million and $16.2 million for the years ended December 31,
2007, 2006 and 2005, respectively, and represent costs to develop expansion sites at certain of the
Companys Properties and costs for improvements to sites when a smaller used home is replaced with
a larger new home. Reduction in site development costs is due to the decrease in new homes sales
volume. Corporate costs such as computer hardware, office furniture and office improvements and
expansion were $0.6 million, $0.3 million and $0.8 million for the years ended December 31, 2007,
2006 and 2005, respectively.
Financing Activities
Net cash used in financing activities reflects the impact of the following:
Mortgages and Credit Facilities
Financing, Refinancing and Early Debt Retirement
2007 Activity
During the year ended December 31, 2007, the Company completed the following transactions:
|
|
|
The Company repaid approximately $1.9 million of mortgage debt in connection with the
sale of Lazy Lakes. |
45
Liquidity and Capital Resources (continued)
|
|
|
In connection with the acquisition of Mesa Verde, during the first quarter of 2007, the
Company assumed $3.5 million in mortgage debt bearing interest at 4.94% per annum and
maturing in May 2008. |
|
|
|
In connection with the acquisition of Winter Garden, during the second quarter of 2007,
the Company assumed $4.0 million in mortgage debt bearing interest at 4.3% per annum and
maturing in September 2008. |
|
|
|
|
During the quarter ended September 30, 2007, the Company repaid the outstanding mortgage
indebtedness on Ft. Myers Beach RV Resort of approximately $2.9 million. |
|
|
|
|
In September 2007, we amended our existing unsecured Lines of Credit (LOC) to expand
our borrowing capacity from $275 million to $420 million. The lines of credit continue to
accrue interest at LIBOR plus a maximum of 1.20% per annum, have a 0.15% facility fee,
mature on June 30, 2010, and have a one-year extension option. Our current group of banks
have committed up to $370 million on our $420 million borrowing capacity. We incurred
commitment and arrangement fees of approximately $0.3 million to increase our borrowing
capacity. |
|
|
|
|
During the quarter ended December 31, 2007, the Company paid off a $6.5 million mortgage
that matured on Park City West RV Resort. |
|
|
|
|
The Company paid down $7.7 million of the mortgage debt on Tropical Palms RV Resort
during the quarter ended December 31, 2007. The Tropical Palms RV Resort mortgage debt
balance as of December 31, 2007 is approximately $12 million and matures in December 2008. |
2006 Activity
During the year ended December 31, 2006, the Company completed the following transactions:
|
|
|
Assumed $25.9 million in mortgage debt on four of the eleven Properties related to the
acquisition of the Mezzanine Portfolio. During the second and third quarters of 2006, this
mortgage debt was defeased. Net proceeds of approximately $10.4 million were used to pay
down the lines of credit. The four mortgages bear interest at weighted average interest
rates ranging from 5.69% to 6.143% per annum and mature in 2016. In addition, we financed
$47.1 million of mortgage debt to acquire the remaining seven Properties in the Mezzanine
Portfolio. The seven mortgages
bear interest at weighted average rates ranging from 5.70% to 5.72% per annum, and mature in
April 2016. |
|
|
|
|
Received $3.0 million and $2.9 million in mortgage debt proceeds as a result of meeting
certain operational criteria at the Monte Vista Property and the Viewpoint Property,
respectively. These proceeds were used to pay down the lines of credit. |
|
|
|
|
Renewed our unsecured debt. We replaced the term loan which had a remaining balance of
$100 million maturing in 2007, and a $110 million line of credit maturing in August 2006
with a $225 million line of credit with a four-year maturity and one-year extension option.
The new facility bears interest at the London Interbank Offered Rate (LIBOR) plus 1.20%
per annum with a 0.15% facility fee per annum. The interest rate on the term loan was
LIBOR plus 1.75% per annum and the $110 million line of credit had an interest rate of
LIBOR plus 1.65% and had a 0.15% unused fee, both per annum. The interest rate on $75
million of the outstanding balance on the new line of credit is fixed at 6.38% per annum
through mid-December 2007. We also renewed our $50 million line of credit which bears
interest at LIBOR plus 1.20% per annum with a 0.20% facility fee per annum, and matures on
June 29, 2010. The renewal increases our financial flexibility and lowers our credit
spread. |
|
|
|
|
Acquired for $2.4 million land formerly subject to a ground lease previously classified
as mortgage debt relating to the Golden Terrace South Property. |
|
|
|
|
Assumed $12.8 million in mortgage debt in connection with the acquisition of the
remaining interests in four Diversified Properties. The four mortgages have a weighted
average interest rate of approximately 5.5% per annum and a weighted average maturity of
three years. |
46
Liquidity and Capital Resources (continued)
2005 Activity
During the third quarter of 2005, the Company refinanced two mortgage loans for proceeds of
$34 million at an interest rate of 4.95% per annum. Net proceeds were used to pay down
approximately $20 million in other secured financing maturing in 2006.
On December 2, 2005, the Company refinanced approximately $293 million of secured debt
maturing in 2007 with an effective interest rate of 6.8% per annum. This debt was secured by two
cross-collateralized loan pools consisting of 35 Properties. The transaction generated
approximately $337 million in proceeds from loans secured by individual mortgages on 20 Properties.
The blended interest rate on the refinancing was approximately 5.3% per annum and the loans mature
in 2015. Transaction costs were approximately $20.0 million ($0.67 per fully diluted share) and
are classified as loss on early debt retirement on the Consolidated Statements of Operations. The
remaining excess proceeds were used to repay outstanding amounts on our lines of credit. This
transaction strengthened the Companys balance sheet by extending the weighted average years to
maturity by approximately two years.
During the third quarter of 2005, in connection with its acquisitions, the Company assumed
mortgage debt of approximately $53.5 million at a weighted average interest rate of approximately
5.9% per annum.
Secured Debt
As of December 31, 2007, our secured long-term debt balance was approximately $1.6 billion,
with a weighted average interest rate in 2007 of approximately 5.9% per annum. The debt bears
interest at rates between 4.3% and 10.0% per annum and matures on various dates mainly ranging from
2008 to 2016. Included in our debt balance are three capital leases with an imputed interest rate
of 13.1% per annum. We have approximately $200 million of long-term debt maturing in 2008 and
approximately $80 million in 2009. The weighted average term to maturity for the long-term debt is
approximately 5.5 years.
Unsecured Debt
We have two unsecured lines of credit with maximum borrowing capacity of $350 million and $20
million which bear interest at a per annum rate of LIBOR plus a maximum of 1.20% per annum, have a
0.15% facility fee, mature on June 30, 2010,
and have a one-year extension option. Throughout the year ended December 31, 2007, we
borrowed $126.2 million and paid down $154.5 million on our lines of credit. The weighted average
interest rate in 2007 for our unsecured debt was approximately 6.8% per annum. The balance
outstanding as of December 31, 2007 was $103 million. As of February 22, 2008, approximately
$281.7 million is available to be drawn on these combined lines of credit.
Other Loans
During 2007, we borrowed $4.3 million to finance our insurance premium payments. As of
December 31, 2007, this loan has been paid off.
During 2006, the Company borrowed $3.6 million to finance its insurance premium payments. As
of December 31, 2006, $0.3 million remained outstanding. This loan was paid off in January 2007
and beared interest at 5.30% per annum.
Certain of the Companys mortgages and credit agreements contain covenants and restrictions
including restrictions as to the ratio of secured or unsecured debt versus encumbered or
unencumbered assets, the ratio of fixed charges-to-earnings before interest, taxes, depreciation
and amortization (EBITDA), limitations on certain holdings and other restrictions.
Contractual Obligations
As of December 31, 2007, we were subject to certain contractual payment obligations as
described in the table below (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations |
|
Total |
|
2008(2) |
|
2009 |
|
2010(3) |
|
2011 |
|
2013 |
|
Thereafter |
Long Term
Borrowings (1) |
|
$ |
1,656,924 |
|
|
$ |
212,134 |
|
|
$ |
85,807 |
|
|
$ |
336,232 |
|
|
$ |
65,081 |
|
|
$ |
18,076 |
|
|
$ |
939,594 |
|
Weighted average
interest rates |
|
|
6.13 |
% |
|
|
5.72 |
% |
|
|
7.00 |
% |
|
|
7.12 |
% |
|
|
7.07 |
% |
|
|
5.93 |
% |
|
|
5.75 |
% |
|
|
|
(1) |
|
Balance excludes net premiums and discounts of $2.5 million. |
47
Liquidity and Capital Resources (continued)
|
|
|
(2) |
|
The Company is currently evaluating refinancing options and expects to be able to satisfy the
maturing debt with some combination of refinancing proceeds, net cash provided by operating
activities and/or its available lines of credit. |
|
(3) |
|
Includes lines of credit repayments in 2010 of $103 million. We have an option to extend
this maturity for one year to 2011. |
Included in the above table are certain capital lease obligations totaling approximately $6.6
million. These agreements expire June 2009 and are paid semi-annually at an imputed interest rate
of 13.1% per annum.
The Company does not include preferred OP Unit distributions, interest expense, insurance,
property taxes and cancelable contracts in the contractual obligations table above.
The Company leases land under non-cancelable operating leases at certain of the Properties
expiring in various years from 2022 to 2054, with terms which require twelve equal payments per
year plus additional rents calculated as a percentage of gross revenues. For the years ended
December 31, 2007, 2006 and 2005, ground lease rent was approximately $1.6 million. Minimum future
rental payments under the ground leases are approximately $1.8 million for each of the next five
years and approximately $20.8 million thereafter.
With respect to maturing debt, the Company has staggered the maturities of its long-term
mortgage debt over an average of approximately 6 years, with no more than $600 million in principal
maturities coming due in any single year. The Company believes that it will be able to refinance
its maturing debt obligations on a secured or unsecured basis; however, to the extent the Company
is unable to refinance its debt as it matures, it believes that it will be able to repay such
maturing debt from asset sales and/or the proceeds from equity issuances. With respect to any
refinancing of maturing debt, the Companys future cash flow requirements could be impacted by
significant changes in interest rates or other debt terms, including required amortization
payments.
Equity Transactions
In order to qualify as a REIT for federal income tax purposes, the Company must distribute 90%
or more of its taxable income (excluding capital gains) to its stockholders. The following regular
quarterly distributions have been declared and paid to common stockholders and minority interests since January 1, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution |
|
|
|
|
|
|
Amount Per |
|
For the Quarter |
|
Stockholder |
|
|
Share |
|
Ending |
|
Record Date |
|
Payment Date |
$0.0250 |
|
March 31, 2005 |
|
March 25, 2005 |
|
April 8, 2005 |
$0.0250 |
|
June 30, 2005 |
|
June 24, 2005 |
|
July 8, 2005 |
$0.0250 |
|
September 30, 2005 |
|
September 30, 2005 |
|
October 14, 2005 |
$0.0250 |
|
December 31, 2005 |
|
December 30, 2005 |
|
January 13, 2006 |
|
$0.0750 |
|
March 31, 2006 |
|
March 31, 2006 |
|
April 14, 2006 |
$0.0750 |
|
June 30, 2006 |
|
June 30, 2006 |
|
July 14, 2006 |
$0.0750 |
|
September 30, 2006 |
|
September 29, 2006 |
|
October 13, 2006 |
$0.0750 |
|
December 31, 2006 |
|
December 29, 2006 |
|
January 12, 2007 |
|
$0.1500 |
|
March 31, 2007 |
|
March 30, 2007 |
|
April 13, 2007 |
$0.1500 |
|
June 30, 2007 |
|
June 29, 2007 |
|
July 13, 2007 |
$0.1500 |
|
September 30, 2007 |
|
September 28, 2007 |
|
October 12, 2007 |
$0.1500 |
|
December 31, 2007 |
|
December 28, 2007 |
|
January 11, 2008 |
2007 Activity
On November 13, 2007, the Company announced that in 2008 the annual distribution per common
share will be $0.80 per share up from $0.60 per share in 2007 and $0.30 per share in 2006. This
decision recognizes the Companys investment opportunities and the importance of its dividend to
its stockholders.
On December 28, 2007, September 28, 2007, June 29, 2007 and March 30, 2007, the Operating
Partnership paid distributions of 8.0625% per annum on the $150 million Series D 8% Units and 7.95%
per annum on the $50 million of Series F 7.95% Units.
During the year ended December 31, 2007, we received approximately $3.7 million in proceeds
from the issuance of shares of common stock through stock option exercises and the Companys
Employee Stock Purchase Plan (ESPP).
48
Liquidity and Capital Resources (continued)
2006 Activity
On December 29, 2006, September 29, 2006, June 30, 2006 and March 31, 2006, the Operating
Partnership paid distributions of 8.0625% per annum on the $150 million of Series D 8% Units and
7.95% per annum on the $50 million of Series F 7.95% Units.
During the year ended December 31, 2006, we received approximately $3.8 million in proceeds
from the issuance of shares of common stock through stock option exercises and the ESPP.
2005 Activity
On March 24, 2005, the Operating Partnership issued $25 million of 8.0625% Series D Cumulative
Redeemable Perpetual Preference Units (the Series D 8% Units), to institutional investors. The
Series D 8% Units are non-callable for five years. In addition, the Operating Partnership had an
existing $125 million of 9.0% Series D Cumulative Redeemable Perpetual Preference Units (the
Series D 9% Units) outstanding that were callable by the Company as of September 2004. In
connection with the new issue, the Operating Partnership agreed to extend the non-call provision of
the Series D 9% Units to be coterminous with the new issue, and the institutional investors holding
the Series D 9% Units agreed to lower the rate on such units to 8.0625%. All of the units have no
stated maturity or mandatory redemption. Net proceeds from the offering were used to pay down
amounts outstanding under the Companys lines of credit.
On June 30, 2005, the Operating Partnership issued $50 million of 7.95% Series F Cumulative
Redeemable Perpetual Preference Units (the Series F Units), to institutional investors. The
Series F Units are non-callable for five years and have no stated maturity or mandatory redemption.
Net proceeds from the offering were used to pay down amounts outstanding under the Companys lines
of credit.
On March 24, 2005, the Operating Partnership paid distributions of 9.0% per annum on the $125
million of Series D 9% Units. For the seven days ended March 31, 2005 and the nine months
thereafter, the Operating Partnership paid distributions of 8.0625% per annum on the $150 million
of Series D 8% Units. For the six months ended December 31, 2005, the Operating Partnership paid
distributions of 7.95% per annum on the $50 million of Series F Units. Distributions on the Units
were paid quarterly on the last calendar day of each quarter.
During the year ended December 31, 2005, we received approximately $4.0 million in proceeds
from the issuance of shares of common stock through stock option exercises and the ESPP.
Inflation
Substantially all of the leases at the Properties allow for monthly or annual rent increases
which provide us with the opportunity to achieve increases, where justified by the market, as each
lease matures. Such types of leases generally minimize the risks of inflation to the Company. In
addition, our resort Properties are not generally subject to leases and rents are established for
these sites on an annual basis.
49
Liquidity and Capital Resources (continued)
Funds From Operations
Funds from Operations (FFO) is a non-GAAP financial measure. We believe FFO, as defined by
the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT), to
be an appropriate measure of performance for an equity REIT. While FFO is a relevant and widely
used measure of operating performance for equity REITs, it does not represent cash flow from
operations or net income as defined by GAAP, and it should not be considered as an alternative to
these indicators in evaluating liquidity or operating performance.
FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from
sales of Properties, plus real estate related depreciation and amortization, and after adjustments
for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships
and joint ventures are calculated to reflect FFO on the same basis. We believe that FFO is helpful
to investors as one of several measures of the performance of an equity REIT. We further believe
that by excluding the effect of depreciation, amortization and gains or losses from sales of real
estate, all of which are based on historical costs and which may be of limited relevance in
evaluating current performance, FFO can facilitate comparisons of operating performance between
periods and among other equity REITs. Investors should review FFO, along with GAAP net income and
cash flow from operating activities, investing activities and financing activities, when evaluating
an equity REITs operating performance. We compute FFO in accordance with standards established by
NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in
accordance with the current NAREIT definition or that interpret the current NAREIT definition
differently than we do. FFO does not represent cash generated from operating activities in
accordance with GAAP, nor does it represent cash available to pay distributions and should not be
considered as an alternative to net income, determined in accordance with GAAP, as an indication of
our financial performance, or to cash flow from operating activities, determined in accordance with
GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash
needs, including our ability to make cash distributions.
The following table presents a calculation of FFO for the years ended December 31, 2007, 2006
and 2005 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Computation of funds from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available for Common Shares |
|
$ |
32,102 |
|
|
$ |
16,632 |
|
|
$ |
(2,333 |
) |
Income (loss) allocated to Common OP Units |
|
|
7,705 |
|
|
|
4,318 |
|
|
|
(539 |
) |
Depreciation on real estate assets |
|
|
63,554 |
|
|
|
60,276 |
|
|
|
55,608 |
|
Depreciation expense included in discontinued operations |
|
|
|
|
|
|
84 |
|
|
|
410 |
|
Depreciation expense included in equity in income from
joint ventures |
|
|
1,427 |
|
|
|
1,909 |
|
|
|
1,960 |
|
Gain on sale of Properties |
|
|
(12,036 |
) |
|
|
(852 |
) |
|
|
(2,279 |
) |
|
|
|
|
|
|
|
|
|
|
Funds from operations available for Common Shares |
|
$ |
92,752 |
|
|
$ |
82,367 |
|
|
$ |
52,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares outstanding fully diluted |
|
|
30,414 |
|
|
|
30,241 |
|
|
|
29,927 |
|
|
|
|
|
|
|
|
|
|
|
50
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and interest rates. Our
earnings, cash flows and fair values relevant to financial instruments are dependent on prevailing
market interest rates. The primary market risk we face is long-term indebtedness, which bears
interest at fixed and variable rates. The fair value of our long-term debt obligations is affected
by changes in market interest rates. At December 31, 2007, approximately 93% or approximately $1.5
billion of our outstanding debt had fixed interest rates, which minimizes the market risk until the
debt matures. For each increase in interest rates of 1% (or 100 basis points), the fair value of
the total outstanding debt would decrease by approximately $82.7 million. For each decrease in
interest rates of 1% (or 100 basis points), the fair value of the total outstanding debt would
increase by approximately $87.4 million.
At December 31, 2007, approximately 7% or approximately $114.8 million of our outstanding debt
was short-term and at variable rates. Earnings are affected by increases and decreases in market
interest rates on this debt. For each increase/decrease in interest rates of 1% (or 100 basis
points), our earnings would increase/decrease by approximately $1.1 million annually.
FORWARD-LOOKING STATEMENTS
This report includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. When used, words such as anticipate, expect,
believe, project, intend, may be and will be and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are intended to identify forward-looking
statements. These forward-looking statements are subject to numerous assumptions, risks and
uncertainties, including, but not limited to:
|
|
|
in the age-qualified properties, home sales results could be impacted by the ability of
potential homebuyers to sell their existing residences as well as by financial markets
volatility; |
|
|
|
|
in the all-age properties, results from home sales and occupancy will continue to be
impacted by local economic conditions, lack of affordable manufactured home financing, and
competition from alternative housing options including site-built single-family housing; |
|
|
|
|
our ability to maintain rental rates and occupancy with respect to properties currently
owned or pending acquisitions; |
|
|
|
|
our assumptions about rental and home sales markets; |
|
|
|
|
the completion of pending acquisitions and timing with respect thereto; |
|
|
|
|
ability to obtain financing or refinance existing debt; |
|
|
|
|
the effect of interest rates; |
|
|
|
|
whether we will consolidate Privileged Access and the effects on our financials if we do
so; and |
|
|
|
|
other risks indicated from time to time in our filings with the Securities and Exchange
Commission. |
These forward-looking statements are based on managements present expectations and beliefs
about future events. As with any projection or forecast, these statements are inherently
susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter
its forward-looking statements whether as a result of such changes, new information, subsequent
events or otherwise.
51
Item 8. Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements on page F-1 of this Form 10-K.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Companys management, with the participation of the Companys Chief Executive Officer and
Chief Financial Officer, maintains a system of disclosure controls and procedures, designed to
provide reasonable assurance that information the Company is required to disclose in the reports
that the Company files under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission rules and forms. Notwithstanding the foregoing, a control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that it will detect or
uncover failures within the Company to disclose material information otherwise required to be set
forth in our periodic reports.
The Companys management with the participation of the Chief Executive Officer and the Chief
Financial Officer has evaluated the effectiveness of the Companys disclosure controls and
procedures as of December 31, 2007. Based on that evaluation as of the end of the period covered
by this annual report, the Companys Chief Executive Officer and Chief Financial Officer concluded
that the Companys disclosure controls and procedures were effective to give reasonable assurances
to the timely collection, evaluation and disclosure information relating to the Company that would
potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated there under.
Changes in Internal Control Over Financial Reporting
There were no material changes to the Companys internal controls over financial reporting
during the quarter ended December 31, 2007.
Report of Management on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934. The Companys internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Based on managements assessment, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2007, using the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework.
The effectiveness of the Companys internal control over financial reporting as of December
31, 2007 has been audited by the Companys independent registered public accounting firm, as stated
in their report on Page F-2 of the Consolidated Financial Statements.
52
Item 9B. Other Information
Pursuant to the authority granted in the Stock Option and Award Plan, in November 2007 the
Compensation Committee approved the annual award of stock options to be granted to the Chairman of
the Board, the Compensation Committee Chairperson and Lead Director, the Executive Committee
Chairperson, and the Audit Committee Chairperson and Audit Committee Financial Expert on January
31, 2008 for their services rendered in 2007. On January 31, 2008, Mr. Samuel Zell was awarded
options to purchase 100,000 shares of common stock for services rendered as Chairman of the Board;
Mrs. Sheli Rosenberg was awarded options to purchase 25,000 shares of common stock, which she
elected to receive as 5,000 shares of restricted common stock, for services rendered as Lead
Director and Chairperson of the Compensation Committee; Mr. Howard Walker was awarded options to
purchase 15,000 shares of common stock, for services rendered as Chairperson of the Executive
Committee; and Mr. Philip Calian was awarded options to purchase 15,000 shares of common stock,
which he elected to receive as 3,000 shares of restricted common stock, for services rendered as
Audit Committee Financial Expert and Audit Committee Chairperson. One-third of the options to
purchase common stock and the shares of restricted common stock covered by these awards vests on
each of December 31, 2008, December 31, 2009 and December 31, 2010.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 10 will be contained in the 2008 Proxy Statement, and thus
this Part has been omitted in accordance with General Instruction G(3) to Form 10-K.
Items 11, 12, 13 and 14.
Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters, Certain Relationships and Related Transactions, and Director
Independence, and Principal Accountant Fees and Services
The information required by Item 11, Item 12, Item 13 and Item 14 will be contained in the
2008 Proxy Statement, and thus this Part has been omitted in accordance with General Instruction
G(3) to Form 10-K.
53
PART IV
Item 15. Exhibits and Financial Statements Schedules
1. Financial Statements
See Index to Financial Statements and Schedules on page F-1 of this Form 10-K.
2. Financial Statement Schedules
See Index to Financial Statements and Schedules on page F-1 of this Form 10-K.
3. Exhibits:
|
|
|
2(a)
|
|
Admission Agreement between Equity Financial and Management Co.,
Manufactured Home Communities, Inc. and MHC Operating Partnership |
|
|
|
3.1(p)
|
|
Amended and Restated Articles of Incorporation of Equity Lifestyle Properties,
Inc. effective May 15, 2007 |
|
|
|
3.4(r)
|
|
Second Amended and Restated Bylaws effective August 8, 2007 |
|
|
|
3.5(k)
|
|
Amended and Restated Articles Supplementary of Equity LifeStyle Properties, Inc.
effective March 16, 2005 |
|
|
|
3.6(k)
|
|
Articles Supplementary of Equity LifeStyle Properties, Inc. effective June 23, 2005 |
|
|
|
4
|
|
Not applicable |
|
|
|
9
|
|
Not applicable |
|
|
|
10.3(b)
|
|
Agreement of Limited Partnership of MHC-De Anza Financing Limited Partnership |
|
|
|
10.4(c)
|
|
Second Amended and Restated MHC Operating Limited Partnership Agreement of
Limited Partnership, dated March 15, 1996 |
|
|
|
10.5(l)
|
|
Amendment to Second Amended and Restated Agreement of Limited Partnership for
MHC Operating Limited Partnership, dated February 27, 2004 |
|
|
|
10.10(d)
|
|
Form of Manufactured Home Communities, Inc. 1997 Non-Qualified Employee Stock
Purchase Plan |
|
|
|
10.11(g)
|
|
Amended and Restated Manufactured Home Communities, Inc. 1992 Stock Option and
Stock Award Plan effective March 23, 2001 |
|
|
|
10.12(f)
|
|
$110,000,000 Amended, Restated and Consolidated Promissory Note (DeAnza
Mortgage) dated June 28, 2000 |
|
|
|
10.19(h)
|
|
Agreement of Plan of Merger (Thousand Trails), dated August 2, 2004 |
|
|
|
10.20(h)
|
|
Amendment No. 1 to Agreement of Plan of Merger (Thousand Trails), dated
September 30, 2004 |
|
|
|
10.21(h)
|
|
Amendment No. 2 to Agreement of Plan of Merger (Thousand Trails), dated
November 9, 2004 |
|
|
|
10.22(h)
|
|
Thousand Trails Lease Agreement, dated November 10, 2004 |
|
|
|
10.27(n)
|
|
Credit Agreement ($225 million Revolving Facility) dated June 29, 2006 |
|
|
|
10.28(n)
|
|
Second Amended and Restated Loan Agreement ($50 million Revolving Facility)
dated July 14, 2006 |
|
|
|
10.29(m)
|
|
Amended and Restated Thousand Trails Lease Agreement dated April 14, 2006 |
|
|
|
10.30(m)
|
|
Option Agreement (Thousand Trails) dated April 14, 2006 |
|
|
|
10.31(m)
|
|
Amendment No. 3 to Agreement and Plan of Merger (Thousand Trails) dated April 14, 2006 |
|
|
|
10.33(o)
|
|
Amendment of Non-Qualified Employee Stock Purchase Plan dated May 3, 2006 |
|
|
|
10.34(o)
|
|
Form of Indemnification Agreement |
|
|
|
10.35(q)
|
|
Equity LifeStyle Properties, Inc. Long-Term Cash Incentive Plan dated May 15, 2007 |
|
|
|
10.36(q)
|
|
Equity LifeStyle Properties, Inc. Long-Term Cash Incentive Plan Form of 2007
Award Agreement dated May 15, 2007 |
|
|
|
10.37(s)
|
|
Credit Agreement ($400 million Revolving Facility) dated September 21, 2007 |
|
|
|
10.38(s)
|
|
Second Amendment and Restated Loan Agreement ($20 million Revolving Facility)
dated September 21, 2007 |
|
|
|
10.39(t)
|
|
Second Amended and Restated Lease Agreement dated as of January 1, 2008 by and
between Thousand Trails Operations Holding Company, L.P. and MHC TT Leasing
Company, Inc. |
|
|
|
10.40(t)
|
|
Amended and Restated Option Agreement dated as of January 1, 2008, is by and
among Privileged Access, LP, a Delaware limited partnership, PATT Holding Company,
LLC, a Delaware limited liability company, Outdoor World Resorts, LLC, a Delaware
limited liability company, PA-Trails Plus, LLC, a Delaware limited liability
company, and Mid-Atlantic Resorts, LLC, a Delaware and MHC T1000 Trust, a Maryland
real estate investment trust. |
|
|
|
10.41(t)
|
|
Employment Agreement dated as of January 1, 2008 by and between Joe McAdams and
Equity LifeStyle Properties, Inc. |
|
|
|
11
|
|
Not applicable |
|
|
|
12(u)
|
|
Computation of Ratio of Earnings to Fixed Charges |
|
|
|
13
|
|
Not applicable |
|
|
|
14(o)
|
|
Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy, dated July 2006 |
|
|
|
16
|
|
Not applicable |
18
|
|
Not applicable |
|
|
|
21(u)
|
|
Subsidiaries of the registrant |
|
|
|
22
|
|
Not applicable |
|
|
|
23(u)
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
24.1(u)
|
|
Power of Attorney for Philip C. Calian dated February 19, 2008 |
|
|
|
24.2(u)
|
|
Power of Attorney for Howard Walker dated February 20, 2008 |
|
|
|
24.3(u)
|
|
Power of Attorney for Thomas E. Dobrowski dated February 19, 2008 |
|
|
|
24.4(u)
|
|
Power of Attorney for Gary Waterman dated February 22, 2008 |
|
|
|
24.5(u)
|
|
Power of Attorney for Donald S. Chisholm dated February 18, 2008 |
|
|
|
24.6(u)
|
|
Power of Attorney for Sheli Z.
Rosenberg dated February 24, 2008 |
|
|
|
24.7(u)
|
|
Power of Attorney for Sam Zell dated February 18, 2008 |
|
|
|
54
|
|
|
|
|
|
31.1(u)
|
|
Certification of Chief Financial Officer Pursuant To Section 302 of the
Sarbanes-Oxley Act Of 2002 |
|
|
|
31.2(u)
|
|
Certification of Chief Executive Officer Pursuant To Section 302 of the
Sarbanes-Oxley Act Of 2002 |
|
|
|
32.1(u)
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 |
|
|
|
32.2(u)
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 |
The following documents are incorporated herein by reference.
|
|
|
|
(a) |
|
Included as an exhibit to the Companys Form S-11 Registration
Statement, File No. 33-55994 |
|
(b) |
|
Included as an exhibit to the Companys Report on Form 10-K dated
December 31, 1994 |
|
(c) |
|
Included as an exhibit to the Companys Report on Form 10-Q for
the quarter ended June 30, 1996 |
|
(d) |
|
Included as Exhibit A to the Companys definitive Proxy Statement
dated March 28, 1997, relating to Annual Meeting of Stockholders held on May 13,
1997 |
|
(e) |
|
Included as an exhibit to the Companys Form S-3 Registration
Statement, filed November 12, 1999 (SEC File No. 333-90813) |
|
(f) |
|
Included as an exhibit to the Companys Report on Form 10-K dated December
31, 2000 |
|
(g) |
|
Included as Appendix A to the Companys Definitive Proxy
Statement dated March 30, 2001 |
|
(h) |
|
Included as an exhibit to the Companys Report on Form 8-K dated
November 16, 2004 |
|
(i) |
|
Included as an exhibit to the Companys Report on Form 8-K dated
November 22, 2004 |
|
(j) |
|
Included as an exhibit to the Companys Report on Form 10-K dated
December 31, 2004 |
|
(k) |
|
Included as an exhibit to the Companys Report on Form 10-Q dated
June 30, 2005 |
|
(l) |
|
Included as an exhibit to the Companys Report on Form 10-K dated
December 31, 2005 |
|
(m) |
|
Included as an exhibit to the Companys Report on Form 8-K dated
April 14, 2006 |
|
(n) |
|
Included as an exhibit to the Companys Report on Form 10-Q dated
June 30, 2006 |
|
(o) |
|
Included as an exhibit to the Companys Report on Form 10-K dated
December 31, 2006 |
|
(p) |
|
Included as an exhibit to the Companys Report on Form 8-K dated
May 18, 2007 |
|
(q) |
|
Included as an exhibit to the Companys Report on Form 8-K dated
May 15, 2007 |
|
(r) |
|
Included as an exhibit to the Companys Report on Form 8-K dated
August 8, 2007 |
|
(s) |
|
Included as an exhibit to the Companys Report on Form 8-K dated
September 21, 2007 |
|
(t) |
|
Included as an exhibit to the Companys Report on Form 8-K dated
January 4, 2008 |
|
(u) |
|
Filed herewith |
55
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
|
|
|
EQUITY LIFESTYLE PROPERTIES, INC.,
a Maryland corporation
|
|
Date: February 28, 2008 |
By: |
/s/ Thomas P. Heneghan
|
|
|
|
Thomas P. Heneghan |
|
|
|
Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
Date: February 28, 2008 |
By: |
/s/ Michael B. Berman
|
|
|
|
Michael B. Berman |
|
|
|
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer) |
|
56
Equity LifeStyle Properties, Inc. Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report
has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
|
|
|
|
|
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ Thomas P. Heneghan
Thomas P. Heneghan
|
|
Chief Executive Officer and Director
*Attorney-in-Fact
|
|
February 28, 2008 |
|
|
|
|
|
|
|
Executive Vice President and Chief
Financial Officer
|
|
February 28, 2008 |
Michael B. Berman
|
|
*Attorney-in-Fact |
|
|
|
|
|
|
|
* Samuel Zell
Samuel Zell
|
|
Chairman of the Board
|
|
February 28, 2008 |
|
|
|
|
|
|
|
Vice-Chairman of the Board
|
|
February 28, 2008 |
Howard Walker |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 28, 2008 |
Philip C. Calian |
|
|
|
|
|
|
|
|
|
*Donald S. Chisholm
Donald S. Chisholm
|
|
Director
|
|
February 28, 2008 |
|
|
|
|
|
*Thomas E. Dobrowski
Thomas E. Dobrowski
|
|
Director
|
|
February 28, 2008 |
|
|
|
|
|
* Sheli Z. Rosenberg
Sheli Z. Rosenberg
|
|
Director
|
|
February 28, 2008 |
|
|
|
|
|
*Gary Waterman
Gary Waterman
|
|
Director
|
|
February 28, 2008 |
57
INDEX TO FINANCIAL STATEMENTS
EQUITY LIFESTYLE PROPERTIES, INC.
|
|
|
|
|
Page |
|
|
|
Report of Independent Registered Public Accounting Firm |
|
F-2 |
Report of Independent Registered Public Accounting Firm |
|
F-3 |
Consolidated Balance Sheets as of December 31, 2007 and 2006 |
|
F-4 |
Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005 |
|
F-5 and F-6 |
Consolidated Statements of Changes in Stockholders Equity for the years ended
December 31, 2007, 2006 and 2005 |
|
F-7 |
Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005 |
|
F-8 and F-9 |
Notes to Consolidated Financial Statements |
|
F-10 |
Schedule II Valuation and Qualifying Accounts |
|
S-1 |
Schedule III Real Estate and Accumulated Depreciation |
|
S-2 |
Certain schedules have been omitted, as they are not applicable to the Company. |
|
|
F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity Lifestyle Properties, Inc.
We have audited Equity Lifestyle Properties, Incs (Equity Lifestyle Properties or the Company)
internal control over financial reporting as of December 31, 2007, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). Equity Lifestyle Properties management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in Item 9A. Our responsibility
is to express an opinion on the Companys internal control over financial reporting based on our
audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
A companys internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States, and that receipts
and expenditures of the Company are being made only in accordance with authorizations of management
and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Equity Lifestyle Properties, Inc. maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets as of December 31, 2007 and 2006, and the
related consolidated statements of operations, shareholders equity, other comprehensive (loss)
income and cash flows for each of the three years in the period ended December 31, 2007, and the
financial statement schedules listed in the Index at Item 15, of Equity Lifestyle Properties, Inc.,
and our report dated February 25, 2008, expressed an unqualified opinion thereon.
ERNST & YOUNG LLP
Chicago, Illinois
February 25, 2008
F-2
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity Lifestyle Properties, Inc.
We have audited the accompanying consolidated balance sheets of Equity Lifestyle Properties, Inc.
(Equity Lifestyle Properties or the Company), as of December 31, 2007 and 2006, and the related
consolidated statements of operations, changes in stockholders equity and cash flows for each of
the three years in the period ended December 31, 2007. Our audits also included the financial
statement schedules listed in the Index at Item 15. These financial statements and schedules are
the responsibility of the Companys management. Our responsibility is to express an opinion on
these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Equity Lifestyle Properties at December 31, 2007
and 2006, and the consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Equity Lifestyle Properties internal control over financial reporting as of
December 31, 2007, based on criteria established in Internal ControlIntegrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
February 25, 2008 expressed an unqualified opinion thereon.
ERNST & YOUNG LLP
Chicago, Illinois
February 25, 2008
F-3
Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
As of December 31, 2007 and 2006
(amounts in thousands, except for share data)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Investment in real estate: |
|
|
|
|
|
|
|
|
Land |
|
$ |
541,000 |
|
|
$ |
531,302 |
|
Land improvements |
|
|
1,700,888 |
|
|
|
1,664,964 |
|
Buildings and other depreciable property |
|
|
154,227 |
|
|
|
141,194 |
|
|
|
|
|
|
|
|
|
|
|
2,396,115 |
|
|
|
2,337,460 |
|
Accumulated depreciation |
|
|
(494,211 |
) |
|
|
(435,809 |
) |
|
|
|
|
|
|
|
Net investment in real estate |
|
|
1,901,904 |
|
|
|
1,901,651 |
|
Cash and cash equivalents |
|
|
5,785 |
|
|
|
1,605 |
|
Notes receivable, net |
|
|
10,954 |
|
|
|
22,045 |
|
Investment in joint ventures |
|
|
4,569 |
|
|
|
14,718 |
|
Rents receivable, net |
|
|
1,156 |
|
|
|
1,294 |
|
Deferred financing costs, net |
|
|
12,142 |
|
|
|
14,799 |
|
Inventory, net |
|
|
63,526 |
|
|
|
70,091 |
|
Escrow deposits and other assets |
|
|
33,659 |
|
|
|
29,628 |
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
2,033,695 |
|
|
$ |
2,055,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Mortgage notes payable |
|
$ |
1,556,392 |
|
|
$ |
1,586,012 |
|
Unsecured lines of credit |
|
|
103,000 |
|
|
|
131,200 |
|
Accrued payroll and other operating expenses |
|
|
34,617 |
|
|
|
30,936 |
|
Accrued interest payable |
|
|
9,164 |
|
|
|
9,066 |
|
Rents received in advance and security deposits |
|
|
37,274 |
|
|
|
36,454 |
|
Distributions payable |
|
|
4,531 |
|
|
|
2,251 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
1,744,978 |
|
|
|
1,795,919 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests Common OP Units and other |
|
|
17,776 |
|
|
|
12,794 |
|
Minority interests Perpetual Preferred OP Units |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
Stockholders Equity: |
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value
10,000,000 shares authorized; none issued |
|
|
|
|
|
|
|
|
Common stock, $.01 par value
100,000,000 and 50,000,000 shares authorized for 2007 and 2006, respectively;
24,348,517 and 23,928,652 shares issued and outstanding for 2007 and 2006,
respectively |
|
|
236 |
|
|
|
229 |
|
Paid-in capital |
|
|
310,803 |
|
|
|
304,483 |
|
Distributions in excess of accumulated earnings |
|
|
(240,098 |
) |
|
|
(257,594 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
70,941 |
|
|
|
47,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity |
|
$ |
2,033,695 |
|
|
$ |
2,055,831 |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the financial statements.
F-4
Equity LifeStyle Properties, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 2007, 2006 and 2005
(amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Community base rental income |
|
$ |
236,933 |
|
|
$ |
225,815 |
|
|
$ |
213,280 |
|
Resort base rental income |
|
|
102,372 |
|
|
|
89,925 |
|
|
|
74,371 |
|
Utility and other income |
|
|
36,849 |
|
|
|
30,643 |
|
|
|
27,367 |
|
|
|
|
|
|
|
|
|
|
|
Property operating revenues |
|
|
376,154 |
|
|
|
346,383 |
|
|
|
315,018 |
|
Property operating and maintenance |
|
|
127,342 |
|
|
|
116,179 |
|
|
|
103,832 |
|
Real estate taxes |
|
|
27,429 |
|
|
|
26,246 |
|
|
|
24,671 |
|
Property management |
|
|
18,385 |
|
|
|
17,079 |
|
|
|
15,919 |
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses (exclusive of
depreciation shown separately below) |
|
|
173,156 |
|
|
|
159,504 |
|
|
|
144,422 |
|
|
|
|
|
|
|
|
|
|
|
Income from property operations |
|
|
202,998 |
|
|
|
186,879 |
|
|
|
170,596 |
|
|
Home Sales Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenues from inventory home sales |
|
|
33,333 |
|
|
|
61,247 |
|
|
|
66,014 |
|
Cost of inventory home sales |
|
|
(30,713 |
) |
|
|
(54,498 |
) |
|
|
(57,471 |
) |
|
|
|
|
|
|
|
|
|
|
Gross profit from inventory home sales |
|
|
2,620 |
|
|
|
6,749 |
|
|
|
8,543 |
|
Brokered resale revenues, net |
|
|
1,528 |
|
|
|
2,129 |
|
|
|
2,714 |
|
Home selling expenses |
|
|
(7,555 |
) |
|
|
(9,836 |
) |
|
|
(8,838 |
) |
Ancillary services revenues, net |
|
|
2,436 |
|
|
|
3,027 |
|
|
|
2,227 |
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from home sales operations & other |
|
|
(971 |
) |
|
|
2,069 |
|
|
|
4,646 |
|
|
Other Income (Expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,732 |
|
|
|
1,975 |
|
|
|
1,406 |
|
Income from other investments, net |
|
|
22,476 |
|
|
|
20,102 |
|
|
|
16,609 |
|
General and administrative |
|
|
(15,591 |
) |
|
|
(12,760 |
) |
|
|
(13,624 |
) |
Rent control initiatives |
|
|
(2,657 |
) |
|
|
(1,157 |
) |
|
|
(1,081 |
) |
Interest and related amortization |
|
|
(103,070 |
) |
|
|
(103,161 |
) |
|
|
(100,712 |
) |
Loss on early debt retirement |
|
|
|
|
|
|
|
|
|
|
(20,630 |
) |
Depreciation on corporate assets |
|
|
(437 |
) |
|
|
(410 |
) |
|
|
(804 |
) |
Depreciation on real estate assets |
|
|
(63,554 |
) |
|
|
(60,276 |
) |
|
|
(55,608 |
) |
|
|
|
|
|
|
|
|
|
|
Total other expenses, net |
|
|
(161,101 |
) |
|
|
(155,687 |
) |
|
|
(174,444 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interests, equity in
income of unconsolidated joint ventures, and
discontinued operations |
|
|
40,926 |
|
|
|
33,261 |
|
|
|
798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Income) loss allocated to Common OP Units |
|
|
(5,322 |
) |
|
|
(4,267 |
) |
|
|
1,329 |
|
Income allocated to Perpetual Preferred OP Units |
|
|
(16,140 |
) |
|
|
(16,138 |
) |
|
|
(13,974 |
) |
Equity in income of unconsolidated joint ventures |
|
|
2,696 |
|
|
|
3,583 |
|
|
|
6,508 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before discontinued operations |
|
|
22,160 |
|
|
|
16,439 |
|
|
|
(5,339 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
289 |
|
|
|
520 |
|
|
|
1,927 |
|
Depreciation on discontinued operations |
|
|
|
|
|
|
(84 |
) |
|
|
(410 |
) |
Gain (loss) on sale of discontinued real estate |
|
|
12,036 |
|
|
|
(192 |
) |
|
|
2,279 |
|
Minority interests on discontinued operations |
|
|
(2,383 |
) |
|
|
(51 |
) |
|
|
(790 |
) |
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
9,942 |
|
|
|
193 |
|
|
|
3,006 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available for Common Shares |
|
$ |
32,102 |
|
|
$ |
16,632 |
|
|
$ |
(2,333 |
) |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements
F-5
Equity LifeStyle Properties, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 2007, 2006 and 2005
(amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per Common Share Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.92 |
|
|
$ |
0.70 |
|
|
$ |
(0.23 |
) |
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
$ |
0.41 |
|
|
$ |
0.01 |
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available for Common Shares |
|
$ |
1.33 |
|
|
$ |
0.71 |
|
|
$ |
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per Common Share Fully Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.90 |
|
|
$ |
0.68 |
|
|
$ |
(0.23 |
) |
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
$ |
0.41 |
|
|
$ |
0.01 |
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available for Common Shares |
|
$ |
1.31 |
|
|
$ |
0.69 |
|
|
$ |
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared per Common Share outstanding |
|
$ |
0.60 |
|
|
$ |
0.30 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax status of Common Shares distributions deemed paid
during the year: |
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary income |
|
$ |
0.60 |
|
|
$ |
0.30 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
Long-term capital gain |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Unrecaptured section 1250 gain |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares outstanding basic |
|
|
24,089 |
|
|
|
23,444 |
|
|
|
23,081 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares outstanding fully diluted |
|
|
30,414 |
|
|
|
30,241 |
|
|
|
29,366 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements
F-6
Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes In Stockholders Equity
For The Years Ended December 31, 2007, 2006 and 2005
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Preferred stock, $.01 par value |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
$ |
229 |
|
|
$ |
226 |
|
|
$ |
224 |
|
Issuance of common stock through exercise of options |
|
|
7 |
|
|
|
3 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
$ |
236 |
|
|
$ |
229 |
|
|
$ |
226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in capital |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
$ |
304,483 |
|
|
$ |
299,444 |
&n |