UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the Fiscal Year Ended December 31, 2019
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to
Commission File Number: 1-11718
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (IRS Employer Identification Number) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
(312 ) 279-1400
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading Symbol(s) | Name of each 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 ☒ No ☐
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 ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | ☐ | Smaller reporting company | Emerging Growth Company | |||
Non-accelerated filer | ☐ | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of voting stock held by non-affiliates was approximately $10,255.4 million as of June 30, 2019 based upon the closing price of $60.67 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.
As of February 20, 2020, 182,129,331 shares of the Registrant's common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III incorporates by reference portions of the Registrant's Proxy Statement relating to the Annual Meeting of Stockholders to be held on April 28, 2020.
Equity LifeStyle Properties, Inc.
TABLE OF CONTENTS
Page | |||
PART I. | |||
Item 1. | Business | ||
Item 1A. | Risk Factors | ||
Item 1B. | Unresolved Staff Comments | ||
Item 2. | Properties | ||
Item 3. | Legal Proceedings | ||
Item 4. | Mine Safety Disclosures | ||
PART II. | |||
Item 5. | Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | ||
Item 6. | Selected Financial Data | ||
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | ||
Forward-Looking Statements | |||
Item 8. | Financial Statements and Supplementary Data | ||
Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | ||
Item 9A. | Controls and Procedures | ||
Item 9B. | Other Information | ||
PART III. | |||
Item 10. | Directors, Executive Officers and Corporate Governance | ||
Item 11. | Executive Compensation | ||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | ||
Item 14. | Principal Accounting Fees and Services | ||
PART IV. | |||
Item 15. | Exhibits, Financial Statement Schedules | ||
Item 16. | Form 10-K Summary | ||
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PART I
Item 1. Business
Equity LifeStyle Properties, Inc.
General
Equity LifeStyle Properties, Inc. ("ELS"), a Maryland corporation, together with MHC Operating Limited Partnership (the "Operating Partnership") and its other consolidated subsidiaries (the "Subsidiaries"), are referred to herein as "we," "us," and "our." We are a fully integrated owner and operator of lifestyle-oriented properties ("Properties") consisting primarily of manufactured home ("MH") and recreational vehicle ("RV") communities. We were formed in December 1992 to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated Properties since 1969. Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes.
We have a unique business model where we own the land upon which we provide our customers the opportunity to place factory-built homes including manufactured homes, cottages or RVs either on a long-term or short-term basis. Our customers may lease individual developed areas ("Sites") or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays. Compared to other types of real estate companies, our business model is characterized by low maintenance costs and low customer turnover costs. Our portfolio is geographically diversified across highly desirable locations near retirement and vacation destinations and urban areas across the United States. We have more than 90 Properties with lake, river or ocean frontage and more than 120 Properties within 10 miles of the coastal United States. Our Properties generally attract retirees, vacationing families, second homeowners and first-time homebuyers by providing a community experience and a lower-cost home ownership alternative.
We are one of the nation's largest real estate networks with a portfolio of 413 Properties (including joint venture Properties) consisting of 156,513 Sites located throughout 33 states in the U.S. and British Columbia in Canada as of December 31, 2019.
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Our Properties are designed and improved for housing options of various sizes and layouts that are produced off-site by third-party manufacturers, installed and set on designated Sites within the Properties. Manufactured homes and cottages can range from approximately 400 to over 2,000 square feet. Properties may also have Sites that can accommodate a variety of RVs. We also have marinas that offer boat slip and dry storage rentals. In addition to centralized entrances, internal road systems and designated Sites, our Properties generally provide a clubhouse for social activities and recreation and other amenities, which can include swimming pools, shuffleboard courts, tennis courts, pickleball courts, golf courses, lawn bowling, restaurants, laundry facilities, cable television and internet service. Some Properties provide utilities, including water and sewer service, through municipal or regulated utilities, while others provide these services to customers from on-site facilities.
Employees and Organizational Structure
We have an annual average of approximately 4,200 full-time, part-time and seasonal employees dedicated to carrying out our operating philosophy while focusing on delivering an exceptional customer experience for our residents and guests. Our property operations are managed internally by affiliates of the Operating Partnership and are coordinated by an on-site team of employees that typically includes a manager, clerical staff and maintenance workers, each of whom works to provide maintenance and care to the Properties. The on-site team at each Property also provides customer service and may coordinate lifestyle-oriented activities for our residents and guests. Direct supervision of on-site management is the responsibility of our regional vice presidents and regional and district managers, who have substantial experience addressing customer needs and creating innovative approaches to maximize value for residents and guests, which we believe also creates value for our stockholders, through focused and effective property management. Complementing the field management staff are approximately 400 full-time corporate and regional employees who assist in all functions related to the management of our Properties.
Our Formation
Our Properties are primarily owned by our Operating Partnership and managed internally by affiliates of our Operating Partnership. We are the general partner of the Operating Partnership. We contributed the proceeds from our various equity offerings, including our initial public offering, to the Operating Partnership. In exchange for these contributions, we received units of common interests in the partnership ("OP Units") equal to the number of shares of common stock that have been issued in such equity offerings.
We have elected to be taxed as a REIT for U.S. federal income tax purposes. Since certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the "Code"), we have formed taxable REIT subsidiaries (each, a "TRS") to engage in such activities. Realty Systems, Inc. ("RSI") is our wholly-owned TRS, which owns several Properties. Additionally, RSI is engaged in the business of purchasing, selling and leasing factory-built homes located in Properties owned and managed by us. RSI also offers home sale brokerage services to our residents who may choose to sell their homes rather than relocate them when moving from a Property. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants.
The financial results of the Operating Partnership and Subsidiaries are included in our consolidated financial statements, which can be found beginning on page F-1 of this Form 10-K.
Business Objectives and Operating Strategies
Our primary business objective is to create value for stockholders through effective management of the Properties. Our operating strategy is to own and operate the highest quality Properties in sought-after locations near retirement and vacation destinations and urban areas across the United States. Through management of desirable Properties that provide an exceptional customer experience, we create communities valued by residents and guests while delivering value for stockholders.
We focus on Properties that have strong cash flows and plan to hold such Properties for long-term investment and capital appreciation. In determining cash flow potential, we evaluate our ability to attract high quality customers to our Properties and retain customers who take pride in the Property and in their homes. Our operating, investment and financing strategies include:
• | Consistently providing high levels of services and amenities in attractive surroundings to foster a strong sense of community and pride of home ownership; |
• | Efficiently managing the Properties to add value, grow occupancy, maintain competitive market rents and control expenses; |
• | Achieving growth and increasing property values through strategic expansion and, where appropriate, renovation of the Properties; |
• | Utilizing technology to evaluate potential acquisitions, identify and track competing properties and monitor existing and prospective customer satisfaction; |
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• | Selectively acquiring properties that offer opportunities for us to add value and enhance or create property concentrations in and around retirement or vacation destinations and urban areas to capitalize on operating synergies and incremental efficiencies; |
• | Selecting joint venture partners that share business objectives, growth initiatives, and risk profiles similar to ours; |
• | Managing our debt balance in order to maintain financial flexibility, minimize exposure to interest rate fluctuations and maintain an appropriate degree of leverage to maximize return on capital; and |
• | Developing and maintaining relationships with various capital providers. |
These business objectives and their implementation were determined by our management team and ratified by our Board of Directors and may be subject to change or amendment at any time.
Acquisitions and Dispositions
We invest in properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on delivering value for residents and guests as well as stockholders. Over the last decade, we have continued to increase the number of Properties in our portfolio (including joint venture Properties), from approximately 304 Properties with over 110,500 Sites to 413 Properties with over 156,500 Sites as of December 31, 2019. During the year ended December 31, 2019, we acquired four Properties (all RV communities) with approximately 1,614 Sites. We also completed the acquisition of the remaining interest in a joint venture investment of 11 marinas in Florida. We continually review the Properties in our portfolio to ensure we are delivering on our business and customer service objectives. Over the last five years, we redeployed capital to Properties in markets we believe have greater long-term potential and sold five all-age MH communities located in Indiana and Michigan that were not aligned with our long-term goals.
We believe there continues to be opportunities for property acquisitions. Based on industry reports, we estimate there are approximately 50,000 manufactured home properties and approximately 8,000 RV properties (excluding government owned properties) in North America. Many of these properties are not operated by large owners/operators, and approximately 3,700 of the manufactured home properties and 1,100 of the RV properties contain 200 sites or more. We believe this relatively high degree of fragmentation provides us the opportunity to purchase additional properties. We also believe we have a competitive advantage in the acquisition of additional properties due to our experienced management, significant presence in major real estate markets and access to capital resources. We are actively seeking to acquire and are engaged at any time in various stages of negotiations relating to the possible acquisition of additional properties, which may include outstanding contracts to acquire properties that are subject to the satisfactory completion of our due diligence review.
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 the use of 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 efficient available sources of capital, which may include undistributed Funds from Operations ("FFO"), issuance of additional equity securities, sales of investments, collateralized and uncollateralized borrowings and issuance of debt securities. In addition, we have acquired and expect to acquire properties in transactions that include the issuance of OP Units as consideration for the acquired properties. We believe that an ownership structure that includes our Operating Partnership has permitted and will permit us to acquire additional properties in transactions that may defer all or a portion of the sellers' tax consequences.
When evaluating potential acquisitions, we consider, among others, the following factors:
• | Current and projected cash flows of the property; |
• | Geographic area and the type of property; |
• | Replacement cost of the property, including land values, entitlements and zoning; |
• | Location, construction quality, condition and design of the property; |
• | Potential for capital appreciation of the property; |
• | Terms of tenant leases or usage rights; |
• | Opportunity to enhance the customer experience and add value through management expertise; |
• | Potential for economies of scale through property concentrations; |
• | Potential for economic growth and the tax and regulatory environment of the community in which the property is located; |
• | Potential for expansion, including increasing the number of Sites; |
• | Occupancy and demand by customers for properties of a similar type in the vicinity; |
• | Prospects for liquidity through sale, financing or refinancing of the property; |
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• | Competition from existing properties and the potential for the construction of new properties in the area; and |
• | Working capital demands. |
When evaluating potential dispositions, we consider, among others, the following factors:
• | Whether the Property meets our current investment criteria; |
• | Our desire to exit certain non-core markets and reallocate the capital into core markets; and |
• | Our ability to sell the Property at a price that we believe will provide an appropriate return for our stockholders. |
When investing capital, we consider all potential uses of the capital, including returning capital to our stockholders. Our Board of Directors periodically reviews the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, other opportunities and capital requirements.
Property Expansions
Development - Current Portfolio. An integral part of our growth and investment strategy is to evaluate each Property for expansion opportunities. Investment evaluation consists of reviewing the following: local market conditions, demographic trends, zoning and entitlements, infrastructure requirements, financial feasibility, projected performance and property operations. When justified, development of land available for expansion ("Expansion Sites") allows us to leverage existing facilities and amenities. We believe our ability to increase density translates to greater value creation and cash flows through operational efficiencies. Overall, approximately 125 of our Properties have potential Expansion Sites, offering approximately 5,300 available acres. Refer to Item 2. Properties, which includes detail regarding the developable acres available at each property.
Acquisition - Expanding Portfolio. In selecting acquisition targets, we pursue properties with existing operations in place and contiguous Expansion Sites. Underwriting a project with these features allows us to access the previously untapped potential of such properties. For example, over the past three years, we have acquired 26 Properties and four vacant land parcels that contain approximately 194 acres for future expansion.
Leases or Usage Rights
At our Properties, a typical lease for the rental of a Site between us and the owner or renter of a home is month-to-month or for a one-year term, renewable upon the consent of both parties or, in some instances, as provided by statute. These leases are cancelable, depending on applicable law, for non-payment of rent, violation of Property rules and regulations or other specified defaults. Long-term leases are in effect at approximately 9,250 Sites in 15 of our Properties. Some of these leases are subject to rental rate increases based on the Consumer Price Index ("CPI"), in some instances allowing for pass-throughs of certain items such as real estate taxes, utility expenses and capital expenditures. Generally, adjustments to our rental rates, if appropriate, are made on an annual basis.
In Florida, in connection with offering a Site in a MH community for rent, the MH community owner must deliver to the prospective resident a Prospectus required by Florida Statutes Chapter 723.001, et. seq., which must be approved by the applicable regulatory agency. The Prospectus contains certain required disclosures regarding the community, the rights and obligations of the MH community owner and residents, and a copy of the lease agreement. A Prospectus may contain limitations on the rights of the MH community owner to increase rental rates. However, in the absence of such limitations, the MH community owner may increase rental rates to market, subject to certain advance notice requirements and a statutory requirement that the rental rates be reasonable. See further discussion below related to rent control legislation.
At Properties zoned for RV use, we have long-term relationships with many of our seasonal and transient residents and guests, who typically enter into short-term rental agreements. Generally, these residents and guests cannot live full time on these Properties for reasons including their seasonal nature. Many of them also leave deposits to reserve a Site for the following year.
Properties operated under the Thousand Trails brand are primarily utilized to serve subscription members. Available Sites within these Properties may also be utilized by non-members. A membership subscription grants the member access to these Properties on a continuous basis of up to 14 days in exchange for an annual payment. In addition, members are eligible to upgrade their subscriptions, which increase usage rights during the membership term. Each membership upgrade requires a non-refundable upfront payment, for which we offer financing options to eligible members. Most of the subscription contracts provide for an annual dues increase, usually based on increases in the CPI.
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Regulations and Insurance
General. Our Properties are subject to a variety of laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, clubhouses and other common areas, regulations relating to providing utility services, such as electricity, and regulations relating to operating water and wastewater treatment facilities at certain Properties. We believe that each Property has all material permits and approvals necessary to operate. We renew these permits and approvals in the ordinary course of business.
Insurance. Our Properties are insured against risks that may cause property damage and business interruption, including events such as fire, flood, earthquake, or windstorm. The relevant insurance policies contain deductible requirements, coverage limits and particular exclusions. Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expire on April 1, 2020. We have a $100.0 million loss limit per occurrence with respect to our MH and RV all-risk property insurance program including named windstorms. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million aggregate loss limit for earthquakes in California. The deductibles for this policy primarily range from a $500,000 minimum to 5.0% per unit of insurance for most catastrophic events. For most catastrophic events, there is an additional one-time $500,000 aggregate deductible. We have separate insurance policies with respect to the 11 Florida marinas as to which we acquired the remaining interest on September 10, 2019. Those policies, which we plan to renew, expire on November 1, 2020, and the property insurance program has a minimum deductible of $100,000. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
Rent Control Legislation. At certain Properties, state and local rent control laws dictate the structure of rent increases and, in some cases, outline the ability to recover the costs of capital improvements. Enactment of such laws has been considered at various times in other jurisdictions. We presently expect to continue to maintain Properties and may purchase additional properties in markets that are either subject to rent control or in which rent related legislation exists or may be enacted. For example, Florida law requires that rental increases be reasonable, and Delaware law requires rental increases greater than the changes in the CPI to be justified. Also, certain jurisdictions in California in which we own Properties limit rent increases to changes in the CPI or some percentage of the CPI. As part of our effort to realize the value of Properties subject to restrictive regulations, we have initiated lawsuits at times against various municipalities imposing such regulations in an attempt to balance the interests of our stockholders with the interests of our residents and guests.
Membership Properties. Many states also have consumer protection laws regulating right-to-use or campground membership sales and the financing of such sales. Some states have laws requiring us to register with a state agency and obtain a permit to market (see Item 1A. Risk Factors). At certain Properties primarily used as membership campgrounds, state statutes limit our ability to close a Property unless a reasonable substitute Property is made available for members to use.
Industry
We believe that demand for manufactured housing and RV communities will continue to outpace supply in the near future. We expect much of this demand will continue to come from baby boomers, who may seek an active RV lifestyle or a permanent retirement or vacation establishment. In addition, we expect the exposure to Millennials and Generation X will contribute to the demand, as these groups focus on affordability, prefer housing quality over size and pursue unique experiences. We believe that our Properties and our business model provide an attractive destination for customers as they seek value in their housing and recreational options. Positive trends in categories such as customer demographics, the quality of manufactured housing construction and limited property supply, among others, fuel our belief that our Properties are well positioned for the future:
• | Barriers to Entry: We believe that the supply of new properties in locations we target will be constrained by barriers to entry. While we have seen a moderate increase in ground-up development, primarily of RV properties, the most significant barrier continues to be the difficulty of securing zoning permits from local authorities. This has been the result of (i) the public perception of manufactured housing, and (ii) the fact that MH and RV communities generate less tax revenue than conventional housing properties because the homes are treated as personal property (a benefit to the homeowner) rather than real property. Further, the length of time between investment in a property's development and the attainment of stabilized occupancy and the generation of profit is significant. The initial development of the infrastructure may take up to three years and once a property is ready for occupancy, it may be difficult to attract customers to an empty property. |
• | Customer Base: We believe that properties tend to achieve and maintain a stable rate of occupancy due to the following factors: (i) customers typically own their own homes, (ii) properties tend to foster a sense of community as a result of amenities, such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing), resulting in no interruption of rental payments to us, and (iv) moving a factory-built home from one property to another involves substantial cost and effort. |
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• | Lifestyle Choice: There are currently over 1 million RV camp sites in privately owned RV parks and campgrounds in the United States per the National Association of RV Parks and Campgrounds ("ARVC"). According to the Recreational Vehicle Industry Association ("RVIA") in 2019, RV ownership has reached record levels. More than nine million households now own an RV, a 16% increase since 2011 and a 64% increase since 1980. The 73 million people born in the United States from 1946 to 1964, or "baby boomers," make up one of the largest and fastest growing segments in this market. According to the U.S. Census Bureau in 2019, every day 10,000 Americans turn 65 years old, and all baby boomers will be at least age 65 by 2030. We believe that this population segment, seeking an active lifestyle, will provide opportunities for our future growth. As RV owners age and move beyond the more active RV lifestyle, they will often seek permanent retirement or vacation establishments. Manufactured homes and cottages have become an increasingly popular housing alternative. According to 2018 U.S. Census Bureau National Population Projections figures, the population of people ages 55 and older is expected to grow 18% within the next 15 years. |
We believe that the housing choices in our Properties are especially attractive to such individuals throughout this lifestyle cycle. Our Properties offer an appealing amenity package, close proximity to local services, social activities, low maintenance and a secure environment. In fact, many of our Properties allow for this cycle to occur within a single Property.
Additionally, RV sales are expected to benefit from an increase in demand from those born in the United States from 1980 to 1995, or "Millennials," over the coming years, according to the RVIA. The number of consumers between age 30 and 45 is expected to total 72 million by 2025, 13% higher than in 2015. Data collected on RV retail registrations found the share of RV ownership has increased in the younger age brackets between 2015 and 2018. RV ownership for those aged 35 to 44 increased from 18.4% in 2015 to 20.8% in 2018. For those aged 25 to 34, RV ownership increased from 5.0% in 2015 to 8.1% in 2018. The consumers most likely to purchase RVs, according to a study conducted with Nielsen in 2016 by Go RVing, a coalition of RV industry trade groups, are families searching for adventures, individuals looking for locations with natural beauty and opportunities for outdoor sports and recreation, and kid-free adult adventurers enjoying the freedom, convenience and low-cost options of RVs.
• | Construction Quality: The Department of Housing and Urban Development's ("HUD") standards for manufactured housing construction quality are the only federal standards governing housing quality of any type in the United States. Manufactured 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 manufactured home design and construction, strength and durability, fire resistance and energy efficiency, and the installation and performance of heating, plumbing, air conditioning, thermal and electrical systems. In newer homes, top grade lumber and dry wall materials are common. Also, manufacturers are required to follow the same fire codes as builders of site-built structures. In 1994, following the devastation left by Hurricane Andrew, HUD introduced regulations that established different wind zones across the country. As a result, any homes set in place since 1994 must be able to withstand wind speeds of 70 miles per hour in Zone 1, 100 miles per hour in Zone 2 and 110 miles per hour in Zone 3. While most of the United States is designated wind Zone 1, areas most likely to be impacted by hurricanes are either Zone 2 or Zone 3. |
Although construction of cottages, which are generally smaller homes, do not come under the same HUD regulations, they are built and certified in accordance with National Fire Protection Association ("NFPA") 1192-15 and American National Standards Institute ("ANSI") A119.5 consensus standards for park model recreational vehicles and have many of the same quality features. RVIA operates a safety standards and inspection program that requires member manufacturers of all recreation vehicles, including park model RVs, to certify that each unit built complies with the requirements of the applicable standards.
• | Comparability to Site-Built Homes: Since inception, the manufactured housing industry has experienced a trend toward multi-section homes. The average current manufactured homes are approximately 1,438 square feet. Many such homes have nine-foot or vaulted ceilings, fireplaces and as many as four bedrooms, and closely resemble single-family ranch-style site-built homes at a fraction of the price. At our Properties, there is an active resale or rental market for these larger homes. According to the 2018 U.S. Census American Community Survey, manufactured homes represent 8.5% of single-family housing units. |
• | Second Home and Vacation Home Demographics: According to 2014 National Association of Realtors ("NAR") reports, there were approximately 8.0 million vacation homes in 2013 and a typical vacation homebuyer was 43 years old. In the 2017 NAR reports, sales of second homes in 2016 accounted for 31% of residential transactions, or 1.9 million second-home sales. Additionally, 18% of vacation homebuyers plan to own their home for future retirement. According to 2018 NAR reports, of vacation homebuyers in 2018, 33% purchased in beach areas, 21% purchased on a lake front and 15% purchased in rural areas. Looking ahead, we expect continued strong demand from baby boomers and Generation X. We believe these individuals will continue to drive the market for second-home sales as vacation properties, investment opportunities, or retirement retreats. We believe it is likely that over the next decade we will continue to see high levels |
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of second-home sales and that homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.
Notwithstanding our belief that the industry information highlighted above provides us with significant long-term growth opportunities, our short-term growth opportunities could be disrupted by the following:
• | Shipments: According to statistics compiled by the U.S. Census Bureau, manufactured home shipments to dealers increased each year from 2010 to 2018, before declining slightly in 2019. Shipments in 2019 decreased 2.1% to 94,600 units as compared to shipments of 96,600 units in 2018. According to the RVIA, wholesale shipments of RVs decreased 16.0% in 2019 to approximately 406,100 units as compared to 2018. Although RV shipments have been trending downwards, the RV market remains healthy and robust as 2019 was the fourth highest annual shipment year in the industry. |
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1. | Source: RVIA |
2. | U.S. Census: Manufactured Homes Survey |
• | Sales: Retail sales of RVs totaled approximately 411,813 in 2019, a 6.6% decrease from 2018 RV sales of 440,994 and a 2.3% decrease from 2017 RV sales of 421,436. We believe consumers are concerned about the current economy and the potential for stagnant economic conditions in the near future. However, the enduring appeal of the RV lifestyle has translated into continued strength in RV sales, as 2019 is the third highest sales year for the industry. RV sales could continue to benefit from the increased demand from the baby boomers and Millennials. Financing options are also available as RV dealers typically have relationships with third-party lenders, who provide financing for the purchase of a RV. |
• | Availability of financing: Although RV financing is readily available, the economic and legislative environment has generally made it difficult for buyers of both manufactured homes and RVs to obtain financing. Legislation enacted in 2008 and effective in 2010, known as the SAFE Act (Secure and Fair Enforcement for Mortgage Licensing Act) requires community owners interested in providing financing to buyers of manufactured homes to register as mortgage loan originators in states where they engage in such financing. In comparison to financing available to buyers of site-built homes, the few third-party financing sources available to buyers of manufactured homes offer financing with higher down payments, higher rates and shorter maturities, and loan approval is subject to more stringent underwriting criteria. In 2013, we entered into a joint venture, ECHO Financing, LLC, to buy and sell homes and purchase loans made by an unaffiliated lender to residents at our Properties. See Item 1A. Risk Factors and consolidated financial statements and related notes beginning on page F-1 of this Form 10-K for more detailed information. |
In 2017, the Federal Housing Finance Agency ("FHFA") published Fannie Mae's and Freddie Mac's Underserved Markets Plans for 2018-2020 (the "Plans") under the duty-to-serve provisions mandated by the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended by the Housing and Economic Recovery Act of 2008. The FHFA
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mandate requires Fannie Mae and Freddie Mac to serve three specific underserved markets, one of which is the manufactured housing sector. The Plans outline four duty-to-serve focus areas related to manufactured housing, including home purchase financing for customers placing manufactured homes in land lease communities. While this may have positive impact on the ability of our customers to obtain chattel financing, the actual impact on us as well as the industry cannot be determined at this time. In addition, the U.S. Department of the Treasury released the Housing Reform Plan in September 2019, which outlined a plan to end the conservatorships of the government sponsored enterprises. The Housing Reform Plan could have an impact on the Plans.
Available Information
We file reports electronically with the Securities and Exchange Commission ("SEC"). The SEC maintains a website that contains reports, proxy information and statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. We also maintain a website with information about us as well as our press releases, investor presentations, and filings with the SEC at http://www.equitylifestyleproperties.com, which can be accessed free of charge. We intend to post material on our website from time to time that contains material non-public information. The posting of such information is intended to comply with our disclosure requirements under Regulation Fair Disclosure. Accordingly, in addition to following our SEC filings and public conference calls, we encourage investors, the media and others interested in us to review the business and financial information we post on our website. The information contained on our website, or available by hyperlink from our website, is not incorporated into this Form 10-K or other documents we file with, or furnish to, the SEC. Requests for copies of our filings with the SEC and other investor inquiries should be directed to:
Investor Relations Department
Equity LifeStyle Properties, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Phone: 1-800-247-5279
e-mail: investor_relations@equitylifestyle.com
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Item 1A. Risk Factors
The following risk factors could cause our actual results to differ materially from those expressed or implied in forward-looking statements made in this Form 10-K and presented elsewhere by our management from time to time. These risk factors may have a material adverse effect on our business, financial condition, operating results and cash flows. Additional risks and uncertainties not presently known to us or that are currently not believed to be material may also affect our actual results.
Risks Relating to Our Operations and Real Estate Investments
The Economic Performance and Value of Our Properties Are Subject to Risks Associated with The Real Estate Industry.
The economic performance and value of our Properties could be adversely affected by various factors, many of which are outside of our control. These factors include but are not limited to the following:
• | changes in the national, regional and/or local economies; |
• | the attractiveness of our Properties to customers, competition from other MH and RV communities and lifestyle-oriented properties and alternative forms of housing (such as apartment buildings and site-built single-family homes); |
• | the ability of MH and RV manufacturers to adapt to changes in the economy and the availability of units from these manufacturers; |
• | the ability of our potential customers to sell or lease their existing residences in order to purchase homes or cottages at our Properties, and heightened price sensitivity for seasonal and second homebuyers; |
• | the ability of our potential customers to obtain financing on the purchase of homes, cottages or RVs; |
• | our ability to attract new customers and retain them for our membership subscriptions and upgrade sales business; |
• | our ability to collect payments from customers and pay or control operating costs, including real estate taxes; |
• | the ability of our assets to generate income sufficient to pay our expenses, service our debt and maintain our Properties; |
• | our ability to diversify and sell our Properties timely due to the illiquid nature of real estate investments; |
• | unfavorable weather conditions, especially on holiday weekends in the spring and summer months, which are our peak business periods; |
• | changes in climate and the occurrence of natural disasters or catastrophic events, including acts of war and terrorist attacks; |
• | fluctuations in the exchange rate of the U.S. dollar to other currencies, primarily the Canadian dollar due to Canadian customers, who frequently visit our southern Properties; |
• | changes in U.S. social, economic and political conditions, laws and governmental regulations, including policies governing rent control, property zoning, taxation, minimum wages, chattel financing, health care, foreign trade, regulatory compliance, manufacturing, development and investment; and |
• | fiscal policies, instability or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S. economy. |
Changes in or the occurrence of any of these factors could adversely affect our financial condition, results of operations, market price of our common stock and our ability to make expected distributions to our stockholders or result in claims, including, but not limited to, foreclosure by a lender in the event of our inability to service our debt.
Economic Downturn in Markets with a Large Concentration of Our Properties May Adversely Affect Our Financial Condition, Results of Operations, Cash Flows and Ability to Make Distributions.
Our success is dependent upon economic conditions in the U.S. generally and in the geographic areas where a substantial number of our Properties are located. As we have a large concentration of properties in certain markets, most notably Florida, California and Arizona, which comprise 43.5%, 13.3% and 9.5%, respectively, of our total property operating revenue, adverse market and economic conditions in these areas could significantly affect factors, such as occupancy and rental rates, and could have a significant impact on our financial condition, results of operations, cash flows and ability to make distributions. In a recession or under other adverse economic conditions, such as during a government shutdown, non-earning assets and write-downs are likely to increase as debtors fail to meet their payment obligations. Although we maintain reserves for credit losses in amounts that we believe are sufficient to provide adequate protection against potential write-downs in our portfolio, these amounts could prove to be insufficient.
Certain of Our Properties, Primarily Our RV Communities, are Subject to Seasonality and Cyclicality.
Some of our RV communities are used primarily by vacationers and campers. These Properties experience seasonal demand, which generally increases in the spring and summer months and decreases in the fall and winter months. As such, results for a certain quarter may not be indicative of the results of future quarters. In addition, since our RV communities are primarily used by vacationers and campers, economic cyclicality resulting in a downturn that affects discretionary spending and disposable income for leisure-time activities could adversely affect our cash flows.
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Our Properties May Not Be Readily Adaptable to Other Uses.
Properties in our portfolio, including marinas and certain RV communities, are specific-use properties and may contain features or assets that have limited alternative uses. These Properties may also have distinct operational functions that involve specific procedures and training. If the operations of any of our Properties become unprofitable due to industry competition, operational execution or otherwise, then it may not be feasible to operate the Property for another use, and the value of certain features or assets used at the Property, or the Property itself, may be impaired. Should any of these events occur, our financial condition, results of operations and cash flows could be adversely impacted.
Competition for Acquisitions May Result in Increased Prices for Properties and Associated Costs and Increased Costs of Financing.
Other real estate investors with significant capital may compete with us for attractive investment opportunities. Such competition could increase prices for Properties and result in increased fixed costs, including real estate taxes. To the extent we are unable to effectively compete or acquire properties on favorable terms, our ability to expand our business could be adversely affected.
New Acquisitions May Fail to Perform as Expected and the Intended Benefits May Not Be Realized, Which Could Have a Negative Impact on Our Operations and the Market Price of Our Common Stock.
We intend to continue to acquire Properties. However, newly acquired Properties may fail to perform as expected and could pose risks for our ongoing operations including the following:
• | integration may prove costly or time-consuming and may divert our attention from the management of daily operations; |
• | we may be unable to access capital or we may encounter difficulties, such as increases in financing costs; |
• | we may incur costs and expenses associated with any undisclosed or potential liabilities; |
• | unforeseen difficulties may arise in integrating an acquisition into our portfolio; |
• | expected synergies may not materialize; and |
• | we may acquire properties in new markets where we face risks associated with lack of market knowledge such as understanding of the local economy, the local governmental and/or local permit procedures. |
As a result of the foregoing, we may not accurately estimate or identify all costs necessary to bring an acquired Property up to standards established for our intended market position. As such, we cannot provide assurance that any acquisition we make will be accretive to us in the near term or at all. Furthermore, if we fail to realize the intended benefits of an acquisition, the market price of our common stock could decline to the extent that the market price reflects those benefits.
Development and Expansion Properties May Fail to Perform as Expected and the Intended Benefits May Not Be Realized, Which Could Have a Negative Impact on Our Operations and the Market Price of Our Common Stock.
We may periodically consider development and expansion activities, which are subject to risks such as construction costs exceeding original estimates and construction and lease-up delays resulting in increased construction costs and lower than expected revenues. Additionally, there can be no assurance that these properties will operate better as a result of development or expansion activities due to various factors, including lower than anticipated occupancy and rental rates causing a property to be unprofitable or less profitable than originally estimated.
We Regularly Expend Capital to Maintain, Repair and Renovate Our Properties, Which Could Negatively Impact Our Financial Condition, Results of Operations and Cash Flows.
We may, or we may be required to, from time to time make significant capital expenditures to maintain or enhance the competitiveness of our Properties, including the factory-built homes that are located in these Properties. As most of our residents own their homes, the replacement, repairs and refurbishment of these homes may not be within our control. In addition, there is no assurance that any capital expenditure would result in higher occupancy or higher rental rates. The age and quality of the homes in our Properties can impact the desirability of a community and our ability to attract high quality residents and guests. To the extent that the expenditures exceed our available cash, we may need to secure new financing.
Our Ability to Renew Ground Leases Could Adversely Affect Our Financial Condition and Results of Operations.
We own the buildings and leasehold improvements at certain Properties that are subject to long-term ground leases. For various reasons, landowners may not want to renew the ground lease agreements with similar terms and conditions, if at all, which could adversely impact our ability to operate these Properties and generate revenues. We have 13 Properties in our portfolio subject to ground lease agreements for land, which we do not own. Four of the 13 Properties, which generated approximately $5.4 million of income from operations for the year ended December 31, 2019, are subject to ground lease agreements with a final expiration date before 2023. See Item 8. Financial Statements and Supplementary Data—Note 16. Commitment and Contingencies.
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Our Ability to Sell or Rent Manufactured Homes Could Be Impaired, Resulting in Reduced Cash Flows.
Selling and renting homes is a primary part of our business. Our ability to sell or rent manufactured homes could be adversely affected by any of the following factors:
• | disruptions in the single-family housing market; |
• | local conditions, such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented properties; |
• | increased costs to acquire homes; |
• | our ability to obtain an adequate supply of homes at reasonable costs from MH suppliers; |
• | the ability of customers to obtain affordable financing; and |
• | demographics, such as the retirement of "baby boomers", and their demand for access to our lifestyle-oriented Properties. |
Regulation of Chattel Financing May Affect Our Ability to Sell Homes.
Since 2010, the regulatory environment has made it difficult for purchasers of manufactured homes and RVs to obtain financing. The Secure and Fair Enforcement for Mortgage Licensing Act, enacted in 2008 and effective in 2010, requires community owners interested in providing financing for customer purchases of manufactured homes to register as mortgage loan originators in states where they engage in such financing. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act amended the Truth in Lending Act and other consumer protection laws by adding requirements for residential mortgage loans, including limitations on mortgage origination activities, restrictions on high-cost mortgages and new standards for appraisals. The law also requires lenders to make a reasonable investigation into a borrower's ability to repay a loan. These requirements make it more difficult for homeowners to obtain affordable financing and especially for individuals with moderate income to obtain loans to purchase manufactured housing or RVs. Homeowners' ability to obtain affordable financing could affect our ability to sell homes.
Our Investments in Joint Ventures Could Be Adversely Affected by Our Lack of Sole Decision-Making Authority Regarding Major Decisions, Our Reliance on Our Joint Venture Partners' Financial Condition, Any Disputes That May Arise Between Us and Our Joint Venture Partners and Our Exposure to Potential Losses From the Actions of Our Joint Venture Partners.
We have joint ventures with other investors. We currently and may continue in the future to acquire properties or make investments in joint ventures with other persons or entities when we believe circumstances warrant the use of such structures. Joint venture investments involve risks not present with respect to our wholly owned Properties, including the following:
• | our joint venture partners may experience financial distress, become bankrupt or fail to fund their share of required capital contributions, which could delay construction or development of a property or increase our financial commitment to the joint venture; |
• | our joint venture partners may have business interests or goals with respect to a property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property; and |
• | we may be unable to take actions that are opposed by our joint venture partners under arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture, such as the sale or financing of the property or the making of additional capital contributions for the benefit of the venture. |
At times we have entered into agreements providing for joint and several liability with our partners. Frequently, we and our partners may each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners' interest, at a time when we otherwise would not have initiated such a transaction. Any of these risks could materially and adversely affect our ability to generate and recognize attractive returns on our joint venture investments, which could have a material adverse effect on our results of operations, financial condition and distributions to our stockholders.
There is a Risk of Accidents Occurring at Our Properties Which May Negatively Impact Our Operations.
While we maintain and promote safety at our Properties, there are inherent risks associated with certain features, assets and activities at our communities. An accident or an injury at any of our communities, particularly an accident or injury involving the safety of residents and guests and employees, may be associated with claims against us involving higher assertions of damages and/or higher public visibility. The occurrence of an accident or an injury at any of our communities could also cause damage to our brand or reputation, lead to loss of consumer confidence in us, reduce occupancy at our communities and negatively impact our results of operations.
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Our Success Depends, in Part, on Our Ability to Attract and Retain Talented Employees.
Our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense, and there is no assurance that we will retain our key officers and employees or that we will be able to attract and retain other highly qualified individuals in the future.
Our Business Operations are Dependent On the Effective Operation of Technology.
We rely on software and computer systems to process and store information required for our business operations. Any disruption to these systems or to third-party vendors that maintain these systems could adversely affect our business operations. While we maintain and require our vendors to maintain appropriate back-up copies of our information, transitioning to a new system or vendor can be time-consuming and disruptive. Additionally, it is important for us to explore and evolve with new developments in technology to stay competitive. For example, our consumers rely on our technology platforms to make reservations, and therefore, these user interfaces must be understandable and easy to use. It may require investment of both time and expense to implement a new system or upgrade our existing technology. Interruptions to any of the above could lead to lost revenues, interruptions in our business operations and damage to our business reputation.
Risks Relating to Governmental Regulation and Potential Litigation
Changes to Federal and State Laws and Regulations Could Adversely Affect Our Operations and the Market Price of Our Common Stock.
Our business operations are subject to certain federal and state laws and regulations including but not limited to the following:
• | Rent Control Legislation |
Certain of our Properties are subject to state and local rent control regulations that dictate rent increases and our ability to recover increases in operating expenses and the costs of capital improvements. In addition, in certain jurisdictions, such regulations allow residents to sell their homes for a price that includes a premium above the intrinsic value of the homes. The premium represents the value of the future discounted rent-controlled rents, which is fully capitalized into the prices of the homes sold. In our view, such regulations result in a transfer to the residents of the value of our land, which would otherwise be reflected in market rents. As part of our effort to realize the value of Properties subject to restrictive regulation, we have initiated lawsuits at various times against various municipalities imposing such regulations in an attempt to balance the interests of our stockholders with the interests of our customers. In addition, we operate certain of our Properties, and may acquire additional properties, in high cost markets where the demand for affordable housing may result in the adoption of new rent control legislation that may impact rent increases.
We also own Properties in certain areas of the country where rental rates at our Properties have not increased as fast as real estate values either because of locally imposed rent control or long term leases. In such areas, certain local government entities have at times investigated the possibility of seeking to take our Properties by eminent domain at values below the value of the underlying land. While no such eminent domain proceeding has been commenced, and we anticipate exercising all of our rights in connection with any such proceeding, successful condemnation proceedings by municipalities could adversely affect our financial condition.
Resident groups have previously filed lawsuits against us seeking to limit rent increases and/or seeking large damage awards for our alleged failure to properly maintain certain Properties or other resident related matters. An adverse finding against us in any such proceeding could materially and adversely affect our results of operations, financial condition and distributions to our stockholders.
• | Occupational, Safety and Health Act |
Our Properties are subject to regulation under the federal Occupational, Safety and Health Act ("OSHA"), which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress and unsanitary conditions. Although we believe that our Properties are in compliance in all material respects with applicable requirements, complying with OSHA and similar laws can be costly and any failure to comply with these regulations could result in penalties or potential litigation.
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• | Americans with Disabilities Act |
Under the Americans with Disabilities Act ("ADA"), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons. Although we believe that our Properties are in compliance in all material respects with applicable requirements, noncompliance with the ADA or related laws or regulations could result in the U.S. government imposing fines or private litigants being awarded damages against us. Such costs may adversely affect our ability to make distributions or payments to our investors. Compliance with the ADA requirements could involve removal of structural barriers to access or use by disabled persons. Other federal, state and local laws may require modifications to or restrict further renovations of our Properties with respect to such access or use.
Laws and Regulations Relating to Campground Membership Sales and Properties Could Adversely Affect the Value of Certain Properties and Our Cash Flows.
Many of the states in which we operate have laws regulating campground membership sales and properties. These laws generally require comprehensive disclosure to prospective purchasers, and usually give purchasers the right to rescind their purchase between three to five days after the date of sale. Some states have laws requiring us to register with a state agency and obtain a permit to market. We are subject to changes, from time to time, in the application or interpretation of such laws that can affect our business or the rights of our members.
In some states, including California, Oregon and Washington, laws place limitations on the ability of the owner of a campground property to close the property unless the customers at the property receive access to a comparable property. The impact of the rights of customers under these laws is uncertain and could adversely affect the availability or timing of sale opportunities or our ability to realize recoveries from Property sales.
Certain consumer rights and defenses that vary from jurisdiction to jurisdiction may affect our portfolio of contracts receivable. Examples of such laws include state and federal consumer credit and truth-in-lending laws requiring the disclosure of finance charges, and usury and retail installment sales laws regulating permissible finance charges.
Environmental Risks
Natural Disasters Could Adversely Affect the Value of Our Properties, Our Financial Condition, Results of Operations and Cash Flows; Climate Change Could Increase the Frequency and Severity of Natural Disasters.
We are subject to risks associated with natural disasters, including but not limited to hurricanes, storms, fires and earthquakes. As of December 31, 2019, we owned or had an ownership interest in 413 Properties, including 133 Properties and 11 marinas located in Florida and 49 Properties located in California. The occurrence of a natural disaster or other catastrophic event in any of these areas may cause a sudden decrease in the value of our Properties and result in an adverse effect to our financial condition, results of operations and cash flows.
To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity, frequency and magnitude of wildfires and rising sea levels. Over time, these conditions could result in declining demand for our Properties and increased difficulties operating them. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy at our Properties and requiring us to expend funds as we seek to repair and protect our Properties against such risks. These losses, costs or business interruptions could adversely affect our financial condition and operating results.
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 property to investigate and clean up hazardous or toxic substances or lead or petroleum product releases at such property. The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. Properties containing lead may require removal of the material. This can be costly and, if the lead infiltrates the groundwater or other water supply, further remediation may be necessary. Such laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties could 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 environmental contamination, including asbestos and wastewater discharge. Such laws require that owners or operators of properties containing hazardous or toxic substances to
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properly manage them. Owners or operators of properties containing asbestos must notify and train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. Such laws may impose fines and penalties on real property owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
Utility-related laws and regulations also govern the provision of utility services. Such laws regulate, for example, how and to what extent owners or operators of property can charge renters for provision of utilities. Such laws also regulate the operations and performance of utility systems and may impose fines and penalties on real property owners or operators who fail to comply with these requirements. The regulations may also require capital investment to maintain compliance.
Risks Relating to Debt and the Financial Markets
Our Substantial Indebtedness Could Adversely Affect Our Financial Condition and Results of Operations.
Our business is subject to risks normally associated with debt financing. The total principal amount of our outstanding indebtedness was approximately $2,432.4 million as of December 31, 2019, of which approximately $48.3 million, or 2.1%, matures in 2020 and approximately $168.9 million, or 7.4%, matures in 2021. Our substantial indebtedness and the cash flows associated with serving our indebtedness could have important consequences, including the risks that:
• | our cash flows could be insufficient to pay distributions at expected levels and meet required payments of principal and interest; |
• | we might be required to use a substantial portion of our cash flows from operations to pay our indebtedness, thereby reducing the availability of our cash flows to fund the implementation of our business strategy, acquisitions, capital expenditures and other general corporate purposes; |
• | our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; |
• | terms of refinancing may not be as favorable as the terms of existing indebtedness, resulting in higher interest rates that could adversely affect net income, cash flows and our ability to service debt and make distributions to stockholders; |
• | 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 flows may not be sufficient in all years to repay all maturing debt; and |
• | to the extent that any Property is cross-collateralized with any other Properties, any default under the mortgage note relating to one Property could result in a default under the financing arrangements relating to other Properties that also provide security for that mortgage note or are cross-collateralized with such mortgage note. |
Our Ability to Obtain Mortgage Financing or Refinance Maturing Mortgages May Adversely Affect Our Financial Condition.
Lenders' demands on borrowers as to the quality of the collateral and related cash flows may make it challenging to secure financing on attractive terms or at all. Future market factors including increases in the U.S. federal reserve funds rate may result in an increase in market interest rates, which could increase the costs of refinancing existing indebtedness or obtaining new debt.
Additionally, future disruptions in capital and credit markets, including potential reforms to Fannie Mae and Freddie Mac, could impact both the capacity and liquidity of lenders, resulting in financing terms that are less attractive to us and/or the unavailability of certain types of debt financing. This could have an adverse effect on our ability to refinance maturing debt and/or react to changing economic and business conditions.
Financial Covenants Could Adversely Affect Our Financial Condition.
If a Property is mortgaged to secure payment of indebtedness, and we are unable to meet mortgage payments, the mortgagee could foreclose on the Property, resulting in loss of income and asset value. The mortgages on our Properties contain customary negative covenants, which among other things limit our ability, without the prior consent of the lender, to further mortgage the Property and to discontinue insurance coverage. In addition, our unsecured credit facilities contain certain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt-to-assets ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt. Foreclosure on mortgaged Properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations.
Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing.
Our debt-to-market-capitalization ratio (total debt as a percentage of total debt plus the market value of the outstanding common stock and OP Units held by parties other than us) was approximately 15.2% as of December 31, 2019. The degree of leverage could have important consequences to stockholders, including an adverse effect on our ability to obtain additional financing
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in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes, and could make us more vulnerable to a downturn in business or the economy generally.
We May Be Able to Incur Substantially More Debt, Which Would Increase the Risks Associated With Our Substantial Leverage.
Despite our current indebtedness levels, we may still be able to incur substantially more debt in the future. If new debt is added to our current debt levels, an even greater portion of our cash flow will be needed to satisfy our debt service obligations. As a result, the related risks that we now face could intensify and increase the risk of a default on our indebtedness.
We May Be Adversely Affected By Changes in LIBOR Reporting Practices or the Method in Which LIBOR Is Determined.
In July 2017, the Financial Conduct Authority announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Financing Rate ("SOFR") is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. Our floating rate borrowings and derivative instruments are indexed to USD-LIBOR and we are monitoring this activity and evaluating the related risks. Although the full impact of such reforms and actions, together with any transition away from LIBOR, including the potential or actual discontinuance of LIBOR publication, remains unclear, these changes could have a material adverse impact on the availability of financing, including LIBOR-based loans, and as a result on our financing costs.
Risks Related to Our Company Ownership
Provisions of Our Charter and Bylaws Could Inhibit Changes of Control.
Certain provisions of our charter and bylaws may delay or prevent a change of control or other transactions that could provide our stockholders with a premium over the then-prevailing market price of their common stock or future series of preferred stock, if any, which might otherwise be in the best interest of our stockholders. These include the Ownership Limit described below. Also, any future series of preferred stock may have certain voting provisions that could delay or prevent a change of control or other transaction that might involve a premium price or otherwise be beneficial to our stockholders.
Maryland Law Imposes Certain Limitations on Changes of Control.
Certain provisions of the Maryland General Corporation Law ("MGCL") prohibit "business combinations" (including certain issuances of equity securities) with any person who beneficially owns 10% or more of the voting power of our outstanding common stock, or with an affiliate of ours, who, at any time within the two-year period prior to the date in question, was the owner of 10% or more of the voting power of our outstanding voting stock (an "Interested Stockholder"), or with an affiliate of an Interested Stockholder. These prohibitions last for five years after the most recent date on which the Interested Stockholder became an Interested Stockholder. After the five-year period, a business combination with an Interested Stockholder must be approved by two super-majority stockholder votes unless, among other conditions, our common stockholders receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Stockholder for shares of our common stock. The Board of Directors has exempted from these provisions under Maryland law any business combination with Samuel Zell, who is Chairman of our Board of Directors, certain holders of OP Units who received them at the time of our initial public offering, and our officers who acquired common stock at the time we were formed and each and every affiliate of theirs.
Additionally, Subtitle 8 of Title 3 of the MGCL permits our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to elect to be subject to certain provisions relating to corporate governance that may have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium to the market price of our common stock or otherwise be in our stockholders’ best interests. These provisions include a classified board; two-thirds vote to remove a director; that the number of directors may only be fixed by the Board of Directors; that vacancies on the board as a result of an increase in the size of the board or due to death, resignation or removal can only be filled by the board, and the director appointed to fill the vacancy serves for the remainder of the full term of the class of director in which the vacancy occurred; and a majority requirement for the calling by stockholders of special meetings. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (a) require a two-thirds vote for the removal of any director from the board and (b) vest in the board the exclusive power to fix the number of directorships provided that, if there is stock outstanding and so long as there are three or more stockholders, the number is not less than three. In the future, our Board of Directors may elect, without stockholder approval, to make us subject to the provisions of Subtitle 8 to which we are not currently subject.
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Our Board of Directors has power to adopt, alter or repeal any provision of our bylaws or make new bylaws, provided, however, that our stockholders may, with certain exceptions, alter or repeal any provision of our bylaws and adopt new bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.
Changes in Our Investment and Financing Policies May Be Made Without Stockholder Approval.
Our investment and financing policies, and our policies with respect to certain other activities, including our growth, debt, capitalization, distributions, REIT status, and operating policies, are determined by our Board of Directors. Although our Board of Directors has no present intention to do so, these policies may be amended or revised from time to time at the discretion of our Board of Directors without notice to or a vote of our stockholders. Accordingly, stockholders may not have control over changes in our policies and changes in our policies may not fully serve the interests of all stockholders.
Conflicts of Interest Could Influence Our Decisions.
Certain stockholders could exercise influence in a manner inconsistent with stockholders' best interests. Mr. Zell and certain related entities, directly or indirectly, beneficially own shares of our common stock and OP Units as disclosed in our Proxy Statement on Schedule 14A for the 2020 Annual Meeting incorporated by reference herein. Mr. Zell is the chairman of our Board of Directors. Accordingly, Mr. Zell has significant influence on our management and operation. Such influence could be exercised in a manner that is inconsistent with the interests of other stockholders. In addition, Mr. Zell and related entities continue to be involved in other investment activities. Mr. Zell and related entities have a broad and varied range of investment interests, including interests in other real estate investment companies that own other forms of housing, including multifamily housing. Mr. Zell and related entities may acquire interests in other companies. Mr. Zell may not be able to control whether any such company competes with us.
Risks Relating to Our Common Stock
We Depend on Our Subsidiaries' Dividends and Distributions.
Substantially all of our assets are owned indirectly by the Operating Partnership. As a result, we have no source of cash flows other than distributions from our Operating Partnership. For us to pay dividends to holders of our common stock, the Operating Partnership must first distribute cash to us. Before it can distribute the cash, our Operating Partnership must first satisfy its obligations to its creditors.
Market Interest Rates May Have an Effect on the Value of Our Common Stock.
One of the factors that investors consider important in deciding whether to buy or sell shares of a REIT is the distribution rates with respect to such shares (as a percentage of the price of such shares) relative to market interest rates. If market interest rates go up, prospective purchasers of REIT shares may expect a higher distribution rate. Higher interest rates would not, however, result in more of our funds to distribute and, in fact, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our publicly traded securities to go down.
Issuances or Sales of Our Common Stock May Be Dilutive.
The issuance or sale of substantial amounts of our common stock could have a dilutive effect on our actual and expected earnings per share, FFO per share and Normalized Funds from Operations ("Normalized FFO") per share. We may sell shares of our common stock under our at-the-market ("ATM") equity offering program from time-to-time. During the year ended December 31, 2019, we sold 1,010,472 shares through our ATM equity offering program to finance acquisitions during the year. As of December 31, 2019, there was $140.7 million available for issuance under our ATM equity program. The actual amount of dilution cannot be determined at this time and would be dependent upon numerous factors which are not currently known to us.
Our Share Price Could Be Volatile and Could Decline, Resulting in A Substantial or Complete Loss on Our Stockholders’ Investment.
We list our common stock on the New York Stock Exchange (the "NYSE"), and our common stock could experience significant price and volume fluctuations. Investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of our common stock could be subject to wide fluctuations in response to a number of factors, including:
• | issuances of other equity securities in the future, including new series or classes of preferred stock; |
• | our operating performance and the performance of other similar companies; |
• | our ability to maintain compliance with covenants contained in our debt facilities; |
• | actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity; |
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• | changes in expectations of future financial performance or changes in our earnings estimates or those of analysts; |
• | changes in our distribution policy; |
• | publication of research reports about us or the real estate industry generally; |
• | increases in market interest rates that lead purchasers of our common stock to demand a higher dividend yield; |
• | changes in market valuations of similar companies; |
• | adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near-term and medium-term and our ability to refinance our debt, or our plans to incur additional debt in the future; |
• | additions or departures of key management personnel; |
• | speculation in the press or investment community; |
• | equity issuances by us, or share resales by our stockholders or the perception that such issuances or resales may occur; |
• | actions by institutional stockholders; and |
• | general market and economic conditions. |
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock to decline significantly, regardless of our financial condition, results of operations and prospects. It is impossible to provide any assurance that the market price of our common stock will not fall in the future, and it may be difficult for holders to resell shares of our common stock at prices they find attractive, or at all. In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.
Risks Relating to REITs and Income Taxes
We are Dependent on External Sources of Capital.
To qualify as a REIT, we must distribute to our stockholders each year at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain). In addition, we intend to distribute all or substantially all of our net income so that we will generally not be subject to U.S. federal income tax on our earnings. Because of these distribution requirements, it is not likely that we will be able to fund all future capital needs, including acquisitions, from income from operations. We therefore will have to rely on third-party sources of debt and equity capital financing, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including conditions in the capital markets generally and the market's perception of our growth potential and our current and potential future earnings. It may be difficult for us to meet one or more of the requirements for qualification as a REIT, including but not limited to our distribution requirement. Moreover, additional equity offerings may result in substantial dilution of stockholders' interests, and additional debt financing may substantially increase our leverage.
We Have a Stock Ownership Limit for REIT Tax Purposes.
To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the federal income tax laws applicable to REITs) at any time during the last half of any taxable year. To facilitate maintenance of our REIT qualification, our charter, subject to certain exceptions, prohibits Beneficial Ownership (as defined in our charter) by any single stockholder of more than 5% (in value or number of shares, whichever is more restrictive) of our outstanding capital stock. We refer to this as the "Ownership Limit." Within certain limits, our charter permits the Board of Directors to increase the Ownership Limit with respect to any class or series of stock. The Board of Directors, upon receipt of a ruling from the IRS, opinion of counsel, or other evidence satisfactory to the Board of Directors and upon 15 days prior written notice of a proposed transfer which, if consummated, would result in the transferee owning shares in excess of the Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a stockholder from the Ownership Limit. Absent any such exemption, capital stock acquired or held in violation of the Ownership Limit will be transferred by operation of law to us as trustee for the benefit of the person to whom such capital stock is ultimately transferred, and the stockholder's rights to distributions and to vote would terminate. Such stockholder would be entitled to receive, from the proceeds of any subsequent sale of the capital stock we transferred as trustee, the lesser of (i) the price paid for the capital stock or, if the owner did not pay for the capital stock (for example, in the case of a gift, devise or other such transaction), the market price of the capital stock on the date of the event causing the capital stock to be transferred to us as trustee or (ii) the amount realized from such sale. A transfer of capital stock may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control of us and, therefore, could adversely affect our stockholders' ability to realize a premium over the then-prevailing market price for their common stock or adversely affect the best interest of our stockholders.
17
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. Our current and continuing qualification as a REIT depends on our ability to meet the various requirements imposed by the Code, which relate to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If we qualify for taxation as a REIT, we are generally not subject to U.S. federal income tax on our taxable income that is distributed to our stockholders. However, qualification as a REIT for U.S. federal income tax purposes is governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations. In connection with certain transactions, we have received, and relied upon, advice of counsel as to the impact of such transactions on our qualification as a REIT. Our qualification as a REIT requires analysis of various facts and circumstances that may not be entirely within our control, and we cannot provide any assurance that the Internal Revenue Service (the "IRS") will agree with our analysis or the analysis of our tax counsel. In particular, the proper U.S. federal income tax treatment of right-to-use membership contracts and rental income from certain short-term stays at RV communities is uncertain and there is no assurance that the IRS will agree with our treatment of such contracts or rental income. If the IRS were to disagree with our analysis or our tax counsel's analysis of various facts and circumstances, our ability to qualify as a REIT could be adversely affected.
In addition, legislation, new regulations, administrative interpretations or court decisions might significantly change the tax laws with respect to the requirements for qualification as a REIT or the U.S. federal income tax consequences of qualification as a REIT.
If, with respect to any taxable year, we failed to maintain our qualification as a REIT (and if specified relief provisions under the Code were not applicable to such disqualification), we would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. If we lost our REIT status, we could not deduct distributions to stockholders in computing our net taxable income at regular corporate rates and we would be subject to U.S. federal income tax on our net taxable incomes. If we had to pay U.S. federal income tax, the amount of money available to distribute to stockholders and pay indebtedness would be reduced for the year or years involved, and we would no longer be required to distribute money to stockholders. Although we currently intend to operate in a manner designed to allow us to qualify as a REIT, future economic, market, legal, tax or other considerations may cause us to revoke the REIT election.
Furthermore, we own a direct interest in a subsidiary REIT, and in the past we have owned interests in other subsidiary REITs, each of which elected to be taxed as REITs under Sections 856 through 860 of the Code. Provided that each subsidiary REIT that we own qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests, and any dividend income or gains derived by us from such subsidiary REIT will generally be treated as income that qualifies for purposes of the REIT gross income tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. If such subsidiary REIT were to fail to qualify as a REIT, and certain relief provisions did not apply, it would be treated as a regular taxable corporation and its income would be subject to U.S. federal income tax. In addition, a failure of the subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT.
We May Pay Some Taxes, Reducing Cash Available for Stockholders.
Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to some U.S. federal, foreign, state and local taxes on our income and property. Since January 1, 2001, certain of our corporate subsidiaries have elected to be treated as "taxable REIT subsidiaries" for U.S. federal income tax purposes, and are taxable as regular corporations and subject to certain limitations on intercompany transactions. If tax authorities determine that amounts paid by our taxable REIT subsidiaries to us are greater than what would be paid under similar arrangements among unrelated parties, we could be subject to a 100% penalty tax on the excess payments, and ongoing intercompany arrangements could have to change, resulting in higher ongoing tax payments. To the extent we are required to pay U.S. federal, foreign, state or local taxes or U.S. federal penalty taxes due to existing laws or changes to them, we will have less cash available for distribution to our stockholders.
Recent Changes to U.S. Tax Laws and Related Interpretations Could Adversely Impact Us.
On December 22, 2017, H.R. 1, commonly referred to as the Tax Cuts and Jobs Act was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the "Code").
As a result of the changes to U.S. federal tax laws implemented by the Tax Cuts and Jobs Act, our taxable income and the amount of distributions to our stockholders required in order to maintain our REIT status, and our relative tax advantage as a REIT, may change. The long-term impact of the Tax Cuts and Jobs Act on the overall economy, government revenues, our tenants, us, and the real estate industry cannot be reliably predicted at this stage of the law’s implementation. There can be no assurance that the Tax Cuts and Jobs Act will not negatively impact our operating results, financial condition, and future business operations.
18
For additional discussion of the Tax Cuts and Jobs Act, see "Recent U.S. Federal Income Tax Legislation." You are urged to consult with your tax advisor with respect to the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our shares.
Other Risk Factors Affecting Our Business
Some Potential Losses Are Not Covered by Insurance.
We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our Properties. In addition, we carry liability coverage for other activities not specifically related to property operations. These coverages include, but are not limited to, Directors & Officers liability, Employer Practices liability, Fiduciary liability and Cyber liability. We believe that the policy specifications and coverage limits of these policies should be adequate and appropriate. There are, however, certain types of losses, such as punitive damages, lease and other contract claims that generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur, we could lose all or a portion of the capital we have invested in a Property or the anticipated future revenue from a Property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.
Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expire on April 1, 2020. We have a $100 million loss limit per occurrence with respect to our MH and RV all-risk property insurance program including named windstorms, which include, for example, hurricanes. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million aggregate loss limit for earthquake(s) in California. The deductibles for this policy primarily range from a $500,000 minimum to 5% per unit of insurance for most catastrophic events. For most catastrophic events, there is an additional one-time $500,000 aggregate deductible. We have separate insurance policies with respect to the 11 Florida marinas as to which we acquired the remaining interest on September 10, 2019. Those policies, which we plan to renew, expire on November 1, 2020, and the property insurance program has a minimum deductible of $100,000. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
We Face Risks Relating to Cybersecurity Incidents.
We rely extensively on internally and externally hosted computer systems to process transactions and manage our business. Critical components of our systems are dependent upon third-party providers and a significant portion of our business operations are conducted over the internet. These systems and websites are subject to system security risks, cybersecurity breaches, outages and other risks. These could include attempts to gain unauthorized access to our data and computer systems, or steal confidential information, including credit card information from our customers, breaches due to employee error, malfeasance or other disruptions, including disruptions that result in our and our customers' loss of access to our information systems. Attacks can be both individual or highly organized attempts by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats. While we continue to improve our cybersecurity and take measures to protect our business, there is no guarantee such efforts will be successful in preventing a cybersecurity incident and that our financial results will not be negatively impacted by such an incident. A cybersecurity incident could compromise the confidential information of our employees, customers and vendors to the extent such information exists on our systems or on the systems of third-party providers. Such an incident could result in potential liability, damage our reputation and disrupt and affect our business operations and result in lawsuits against us.
Social Media Platforms Could Cause Us to Suffer Brand Damage or Information Leakage.
Negative information about us, or our officers, employees, directors or Properties, even if untrue, could damage our reputation. In particular, information shared on social media platforms could cause us to suffer brand damage because social media platforms have increased the rapidity of the dissemination and greatly expanded the potential scope and scale of the impact of negative publicity. While employees are held to internal policies related to posting on public platforms including social media sites, employees or others might disclose non-public sensitive information relating to our business through external media channels. The continuing evolution of social media will present us with new challenges and risks.
Item 1B. Unresolved Staff Comments
None.
19
Item 2. Properties
General
Our Properties provide common area facilities and attractive amenities that create an inviting community for our residents and guests. These common area facilities generally include a clubhouse, a swimming pool, laundry facilities, cable television and internet service. Many Properties also offer additional amenities such as golf courses, tennis, pickleball, shuffleboard and basketball courts, sauna/whirlpool spas, exercise rooms and various social activities. It is our responsibility to provide maintenance of the common area facilities and amenities and to ensure that our residents and guests comply with our community policies, including maintaining their homes and the surrounding area. Most of our residents own their homes, and therefore, also have a vested interest to care for their homes. We hold regular meetings with management personnel at our Properties to understand and address the needs of our residents and guests and to provide necessary trainings. Our Properties historically have had, and we believe they will continue to have, low turnover and high occupancy rates.
Property Portfolio
As of December 31, 2019, we owned or had an ownership interest in a portfolio of 413 Properties located throughout the United States and British Columbia containing 156,513 Sites. A total of 116 of the Properties were encumbered by debt (see Item 8. Financial Statements and Supplementary Data—Note 9. Borrowing Arrangements). The distribution of our Properties throughout the United States reflects our belief that geographic diversification helps to insulate the total portfolio from regional economic influences. We intend to target new acquisitions in or near markets where our Properties are located and will also consider acquisitions of properties outside such markets.
Our two largest Properties as determined by property operating revenues, excluding deferrals, were Colony Cove, located in Ellenton, Florida, and Viewpoint Resort, located in Mesa, Arizona. Each accounted for approximately 2.0% of our total property operating revenues, excluding deferrals, for the year ended December 31, 2019.
The following table sets forth certain information relating to our 407 wholly-owned Properties containing 152,914 Sites as of December 31, 2019, not including Properties owned through joint ventures. These Properties are categorized by major market. For RV and marina Properties, the total number of annual Sites represents Sites occupied by annual residents and are presented as 100% occupied. Annual Site occupancy percentage subtotals by market and grand total are presented on a weighted average basis.
Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Florida | |||||||||||||||||
East Coast: | |||||||||||||||||
Cheron Village | Davie | FL | MH | 30 | 202 | 202 | 100.0% | ||||||||||
Carriage Cove | Daytona Beach | FL | MH | 59 | 418 | 418 | 91.4% | ||||||||||
Coquina Crossing | Elkton | FL | MH | 316 | 26 | 596 | 596 | 94.3% | |||||||||
Bulow Plantation | Flagler Beach | FL | MH | 323 | 90 | 276 | 276 | 100.0% | |||||||||
Bulow RV | Flagler Beach | FL | RV | (f) | 91 | 352 | 122 | 100.0% | |||||||||
Carefree Cove | Fort Lauderdale | FL | MH | 20 | 164 | 164 | 93.3% | ||||||||||
Everglades Lakes | Fort Lauderdale | FL | MH | 103 | 612 | 612 | 96.6% | ||||||||||
Park City West | Fort Lauderdale | FL | MH | 60 | 363 | 363 | 97.5% | ||||||||||
Sunshine Holiday MH | Fort Lauderdale | FL | MH | 32 | 245 | 245 | 97.6% | ||||||||||
Sunshine Holiday RV | Fort Lauderdale | FL | RV | (f) | 130 | 50 | 100.0% | ||||||||||
Lake Worth Village | Lake Worth | FL | MH | 117 | 823 | 823 | 93.4% | ||||||||||
Maralago Cay | Lantana | FL | MH | 102 | 602 | 602 | 98.7% | ||||||||||
Coral Cay Plantation | Margate | FL | MH | 121 | 818 | 818 | 99.0% | ||||||||||
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Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Lakewood Village | Melbourne | FL | MH | 68 | 349 | 349 | 88.0% | ||||||||||
Miami Everglades | Miami | FL | RV | 34 | 2 | 303 | 74 | 100.0% | |||||||||
Loggerhead Marinas (11 properties) (c) (e) | Multiple | FL | Marina | 87 | 2,343 | 1,643 | 100.0% | ||||||||||
Holiday Village | Ormond Beach | FL | MH | 43 | 301 | 301 | 89.0% | ||||||||||
Sunshine Holiday | Ormond Beach | FL | RV | 69 | 3 | 349 | 132 | 100.0% | |||||||||
The Meadows, FL | Palm Beach Gardens | FL | MH | 55 | 378 | 378 | 97.6% | ||||||||||
Breezy Hill RV | Pompano Beach | FL | RV | 52 | 762 | 387 | 100.0% | ||||||||||
Highland Wood RV | Pompano Beach | FL | RV | 15 | 148 | 19 | 100.0% | ||||||||||
Lighthouse Pointe | Port Orange | FL | MH | 64 | 433 | 433 | 84.1% | ||||||||||
Pickwick | Port Orange | FL | MH | 84 | 2 | 432 | 432 | 100.0% | |||||||||
Rose Bay | Port Orange | FL | RV | 21 | 2 | 303 | 209 | 100.0% | |||||||||
Palm Lake | Riviera Beach | FL | MH | 154 | — | 915 | 915 | 69.0% | |||||||||
Indian Oaks | Rockledge | FL | MH | 38 | 208 | 208 | 99.5% | ||||||||||
Space Coast | Rockledge | FL | RV | 24 | 270 | 156 | 100.0% | ||||||||||
Countryside | Vero Beach | FL | MH | 125 | 644 | 644 | 95.7% | ||||||||||
Heritage Plantation | Vero Beach | FL | MH | 64 | 437 | 437 | 87.9% | ||||||||||
Heron Cay | Vero Beach | FL | MH | 130 | 588 | 588 | 90.8% | ||||||||||
Holiday Village, FL | Vero Beach | FL | MH | 18 | 18 | 128 | 128 | —% | |||||||||
Sunshine Travel | Vero Beach | FL | RV | 30 | 6 | 300 | 130 | 100.0% | |||||||||
Vero Palm | Vero Beach | FL | MH | 64 | 285 | 285 | 88.8% | ||||||||||
Village Green | Vero Beach | FL | MH | 174 | 8 | 782 | 782 | 89.9% | |||||||||
Palm Beach Colony | West Palm Beach | FL | MH | 48 | 284 | 284 | 100.0% | ||||||||||
Central: | |||||||||||||||||
Clover Leaf Farms | Brooksville | FL | MH | 227 | 27 | 778 | 778 | 99.7% | |||||||||
Clover Leaf Forest | Brooksville | FL | RV | 30 | 277 | 150 | 100.0% | ||||||||||
Clerbrook Golf & RV Resort | Clermont | FL | RV | 288 | 1,255 | 486 | 100.0% | ||||||||||
Lake Magic | Clermont | FL | RV | 69 | 471 | 156 | 100.0% | ||||||||||
Orange Lake | Clermont | FL | MH | 38 | 242 | 242 | 99.2% | ||||||||||
Orlando | Clermont | FL | RV | 270 | 30 | 850 | 178 | 100.0% | |||||||||
Haselton Village | Eustis | FL | MH | 52 | 291 | 291 | 100.0% | ||||||||||
Southern Palms | Eustis | FL | RV | 120 | 950 | 354 | 100.0% | ||||||||||
Lakeside Terrace | Fruitland Park | FL | MH | 39 | 241 | 241 | 99.2% | ||||||||||
Grand Island | Grand Island | FL | MH | 35 | 362 | 362 | 76.8% | ||||||||||
Sherwood Forest | Kissimmee | FL | MH | 124 | 769 | 769 | 98.4% | ||||||||||
Sherwood Forest RV Park | Kissimmee | FL | RV | 107 | 513 | 153 | 100.0% | ||||||||||
Tropical Palms | Kissimmee | FL | RV | 59 | 566 | 246 | 100.0% | ||||||||||
Beacon Hill Colony | Lakeland | FL | MH | 31 | 201 | 201 | 99.0% | ||||||||||
Beacon Terrace | Lakeland | FL | MH | 55 | 297 | 297 | 100.0% | ||||||||||
Kings & Queens | Lakeland | FL | MH | 18 | 107 | 107 | 99.1% | ||||||||||
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Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Lakeland Harbor | Lakeland | FL | MH | 65 | 504 | 504 | 99.6% | ||||||||||
Lakeland Junction | Lakeland | FL | MH | 23 | 193 | 193 | 100.0% | ||||||||||
Coachwood Colony | Leesburg | FL | MH | 29 | 201 | 201 | 94.5% | ||||||||||
Mid-Florida Lakes | Leesburg | FL | MH | 290 | 1,225 | 1,225 | 89.5% | ||||||||||
Southernaire | Mt. Dora | FL | MH | 14 | 114 | 114 | 90.4% | ||||||||||
Foxwood Farms | Ocala | FL | MH | 56 | 365 | 365 | 88.5% | ||||||||||
Oak Bend | Ocala | FL | MH | 62 | 17 | 262 | 262 | 93.1% | |||||||||
Villas at Spanish Oaks | Ocala | FL | MH | 69 | 454 | 454 | 87.9% | ||||||||||
Audubon | Orlando | FL | MH | 40 | 2 | 280 | 280 | 100.0% | |||||||||
Hidden Valley | Orlando | FL | MH | 50 | 303 | 303 | 99.7% | ||||||||||
Starlight Ranch | Orlando | FL | MH | 130 | 783 | 783 | 93.7% | ||||||||||
Covington Estates | Saint Cloud | FL | MH | 59 | 241 | 241 | 98.3% | ||||||||||
Parkwood Communities | Wildwood | FL | MH | 121 | 694 | 694 | 98.7% | ||||||||||
Three Flags RV Resort | Wildwood | FL | RV | 23 | 221 | 54 | 100.0% | ||||||||||
Winter Garden | Winter Garden | FL | RV | 27 | 350 | 161 | 100.0% | ||||||||||
Gulf Coast (Tampa/Naples): | |||||||||||||||||
Riverside RV | Arcadia | FL | RV | 196 | 8 | 499 | 162 | 100.0% | |||||||||
Toby's RV | Arcadia | FL | RV | 44 | 379 | 268 | 100.0% | ||||||||||
Sunshine Key RV Resort | Big Pine Key | FL | RV | 54 | 409 | 55 | 100.0% | ||||||||||
Windmill Manor | Bradenton | FL | MH | 49 | 292 | 292 | 99.3% | ||||||||||
Winter Quarters Manatee | Bradenton | FL | RV | 42 | 415 | 232 | 100.0% | ||||||||||
Glen Ellen | Clearwater | FL | MH | 12 | 106 | 106 | 90.6% | ||||||||||
Hillcrest | Clearwater | FL | MH | 25 | 278 | 278 | 96.4% | ||||||||||
Holiday Ranch | Clearwater | FL | MH | 12 | 150 | 150 | 94.7% | ||||||||||
Serendipity | Clearwater | FL | MH | 55 | 426 | 426 | 97.4% | ||||||||||
Shady Lane Oaks | Clearwater | FL | MH | 31 | 249 | 249 | 97.6% | ||||||||||
Shady Lane Village | Clearwater | FL | MH | 19 | 156 | 156 | 96.2% | ||||||||||
Silk Oak | Clearwater | FL | MH | 19 | 181 | 181 | 95.6% | ||||||||||
Crystal Isles | Crystal River | FL | RV | 38 | 260 | 72 | 100.0% | ||||||||||
Lake Haven | Dunedin | FL | MH | 48 | 379 | 379 | 98.9% | ||||||||||
Colony Cove | Ellenton | FL | MH | 538 | 60 | 2,206 | 2,206 | 98.5% | |||||||||
The Oaks at Colony Cove (d) | Ellenton | FL | MH | (f) | 93 | 93 | 1.1% | ||||||||||
Ridgewood Estates | Ellenton | FL | MH | 77 | 380 | 380 | 100.0% | ||||||||||
Fort Myers Beach Resort | Fort Myers | FL | RV | 31 | 306 | 125 | 100.0% | ||||||||||
Gulf Air Travel | Fort Myers Beach | FL | RV | 25 | 246 | 164 | 100.0% | ||||||||||
Holiday Travel Park | Holiday | FL | RV | 45 | 613 | 530 | 100.0% | ||||||||||
Barrington Hills | Hudson | FL | RV | 28 | 392 | 255 | 100.0% | ||||||||||
Down Yonder | Largo | FL | MH | 50 | 361 | 361 | 100.0% | ||||||||||
East Bay Oaks | Largo | FL | MH | 40 | 328 | 328 | 98.8% | ||||||||||
Eldorado Village | Largo | FL | MH | 25 | 227 | 227 | 98.7% | ||||||||||
Paradise Park - Largo | Largo | FL | MH | 15 | 108 | 108 | 100.0% | ||||||||||
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Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Shangri La | Largo | FL | MH | 14 | 160 | 160 | 93.1% | ||||||||||
Vacation Village | Largo | FL | RV | 29 | 293 | 161 | 100.0% | ||||||||||
Whispering Pines - Largo | Largo | FL | MH | 55 | 393 | 393 | 96.2% | ||||||||||
Fiesta Key | Long Key | FL | RV | 28 | 4 | 324 | 6 | 100.0% | |||||||||
Pasco | Lutz | FL | RV | 27 | 255 | 204 | 100.0% | ||||||||||
Country Place | New Port Richey | FL | MH | 82 | 515 | 515 | 100.0% | ||||||||||
Hacienda Village | New Port Richey | FL | MH | 66 | 505 | 505 | 99.6% | ||||||||||
Harbor View | New Port Richey | FL | MH | 69 | 471 | 471 | 99.8% | ||||||||||
Bay Lake Estates | Nokomis | FL | MH | 34 | 228 | 228 | 99.6% | ||||||||||
Lake Village | Nokomis | FL | MH | 65 | 391 | 391 | 99.2% | ||||||||||
Royal Coachman | Nokomis | FL | RV | 111 | 2 | 546 | 458 | 100.0% | |||||||||
Buccaneer | North Fort Myers | FL | MH | 223 | 39 | 971 | 971 | 99.3% | |||||||||
Island Vista | North Fort Myers | FL | MH | 121 | 616 | 616 | 80.4% | ||||||||||
Lake Fairways | North Fort Myers | FL | MH | 259 | 896 | 896 | 99.9% | ||||||||||
Pine Lakes | North Fort Myers | FL | MH | 314 | 599 | 599 | 98.3% | ||||||||||
Pioneer Village | North Fort Myers | FL | RV | 90 | 733 | 383 | 100.0% | ||||||||||
Sunseekers RV Resort | North Fort Myers | FL | RV | 16 | 241 | 156 | 100.0% | ||||||||||
The Heritage | North Fort Myers | FL | MH | 214 | 6 | 453 | 453 | 98.9% | |||||||||
Windmill Village | North Fort Myers | FL | MH | 69 | 491 | 491 | 94.7% | ||||||||||
Silver Dollar Resort | Odessa | FL | RV | 412 | 459 | 381 | 100.0% | ||||||||||
Terra Ceia | Palmetto | FL | RV | 18 | 203 | 152 | 100.0% | ||||||||||
The Arbors at Countrywood (g) | Plant City | FL | MH | (f) | 62 | 62 | —% | ||||||||||
The Lakes at Countrywood | Plant City | FL | MH | 122 | 424 | 424 | 96.7% | ||||||||||
The Meadows at Countrywood | Plant City | FL | MH | 140 | 10 | 737 | 737 | 104.2% | |||||||||
The Oaks at Countrywood | Plant City | FL | MH | 44 | 168 | 168 | 94.0% | ||||||||||
Harbor Lakes | Port Charlotte | FL | RV | 80 | 528 | 354 | 100.0% | ||||||||||
Emerald Lake | Punta Gorda | FL | MH | 28 | 201 | 201 | 100.0% | ||||||||||
Gulf View | Punta Gorda | FL | RV | 78 | 206 | 85 | 100.0% | ||||||||||
Tropical Palms | Punta Gorda | FL | MH | 50 | 2 | 294 | 294 | 95.6% | |||||||||
Kingswood | Riverview | FL | MH | 52 | 229 | 229 | 99.1% | ||||||||||
Winds of St Armands North | Sarasota | FL | MH | 74 | 471 | 471 | 99.6% | ||||||||||
Winds of St Armands South | Sarasota | FL | MH | 61 | 13 | 306 | 306 | 99.7% | |||||||||
Topics RV | Spring Hill | FL | RV | 35 | 230 | 179 | 100.0% | ||||||||||
Pine Island RV Resort | St. James City | FL | RV | 31 | 363 | 88 | 100.0% | ||||||||||
Carefree Village | Tampa | FL | MH | 58 | 397 | 397 | 98.0% | ||||||||||
Tarpon Glen | Tarpon Springs | FL | MH | 24 | 168 | 168 | 97.6% | ||||||||||
Featherock | Valrico | FL | MH | 84 | 521 | 521 | 100.0% | ||||||||||
Bay Indies | Venice | FL | MH | 210 | 1,309 | 1,309 | 99.4% | ||||||||||
Ramblers Rest | Venice | FL | RV | 117 | 647 | 386 | 100.0% | ||||||||||
23
Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Peace River | Wauchula | FL | RV | 72 | 454 | 41 | 100.0% | ||||||||||
Crystal Lake-Zephyrhills | Zephyrhills | FL | MH | 147 | 38 | 366 | 366 | 88.8% | |||||||||
Forest Lake Estates | Zephyrhills | FL | MH | 164 | 89 | 892 | 892 | 100.0% | |||||||||
Forest Lake Village | Zephyrhills | FL | RV | 42 | 274 | 179 | 100.0% | ||||||||||
Sixth Avenue | Zephyrhills | FL | MH | 14 | 140 | 140 | 77.1% | ||||||||||
Other | Multiple | FL | MH | 7 | — | 65 | 65 | 13.8% | |||||||||
Total Florida Market | 10,932 | 595 | 59,537 | 49,485 | 95.8% | ||||||||||||
California | |||||||||||||||||
Northern California: | |||||||||||||||||
Monte del Lago | Castroville | CA | MH | 54 | 310 | 310 | 99.0% | ||||||||||
Colony Park | Ceres | CA | MH | 20 | 186 | 186 | 97.8% | ||||||||||
Russian River | Cloverdale | CA | RV | 41 | 135 | 9 | 100.0% | ||||||||||
Snowflower (g) | Emigrant Gap | CA | RV | 612 | 268 | — | —% | ||||||||||
Four Seasons | Fresno | CA | MH | 40 | 242 | 242 | 100.0% | ||||||||||
Yosemite Lakes (g) | Groveland | CA | RV | 403 | 30 | 299 | — | —% | |||||||||
Tahoe Valley (e) (g) | Lake Tahoe | CA | RV | 86 | 413 | — | —% | ||||||||||
Sea Oaks | Los Osos | CA | MH | 18 | 1 | 125 | 125 | 99.2% | |||||||||
Ponderosa | Lotus | CA | RV | 22 | 170 | 14 | 100.0% | ||||||||||
Turtle Beach | Manteca | CA | RV | 39 | 79 | 21 | 100.0% | ||||||||||
Coralwood (e) | Modesto | CA | MH | 22 | 194 | 194 | 99.0% | ||||||||||
Lake Minden | Nicolaus | CA | RV | 165 | 82 | 323 | 9 | 100.0% | |||||||||
Lake of the Springs | Oregon House | CA | RV | 954 | 507 | 541 | 66 | 100.0% | |||||||||
Concord Cascade | Pacheco | CA | MH | 31 | 283 | 283 | 100.0% | ||||||||||
San Francisco RV (g) | Pacifica | CA | RV | 12 | 122 | — | —% | ||||||||||
Quail Meadows | Riverbank | CA | MH | 20 | 146 | 146 | 98.6% | ||||||||||
California Hawaiian | San Jose | CA | MH | 50 | 418 | 418 | 100.0% | ||||||||||
Sunshadow | San Jose | CA | MH | 30 | 121 | 121 | 100.0% | ||||||||||
Village of the Four Seasons | San Jose | CA | MH | 30 | 271 | 271 | 100.0% | ||||||||||
Westwinds (4 Properties) (e) | San Jose | CA | MH | 88 | 723 | 723 | 100.0% | ||||||||||
Laguna Lake | San Luis Obispo | CA | MH | 100 | 300 | 300 | 100.0% | ||||||||||
Contempo Marin | San Rafael | CA | MH | 63 | 1 | 396 | 396 | 100.0% | |||||||||
De Anza Santa Cruz | Santa Cruz | CA | MH | 30 | 198 | 198 | 99.5% | ||||||||||
Santa Cruz Ranch RV Resort (g) | Scotts Valley | CA | RV | 7 | 106 | — | —% | ||||||||||
Royal Oaks | Visalia | CA | MH | 20 | 149 | 149 | 94.0% | ||||||||||
Southern California: | |||||||||||||||||
Soledad Canyon | Acton | CA | RV | 273 | 1,251 | 11 | 100.0% | ||||||||||
24
Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Los Ranchos | Apple Valley | CA | MH | 30 | 389 | 389 | 98.5% | ||||||||||
Date Palm Country Club (e) | Cathedral City | CA | MH | 232 | 3 | 538 | 538 | 98.5% | |||||||||
Date Palm RV | Cathedral City | CA | RV | (f) | 140 | 27 | 100.0% | ||||||||||
Oakzanita Springs | Descanso | CA | RV | 145 | 5 | 146 | 17 | 100.0% | |||||||||
Rancho Mesa | El Cajon | CA | MH | 20 | 158 | 158 | 98.7% | ||||||||||
Rancho Valley | El Cajon | CA | MH | 19 | 140 | 140 | 100.0% | ||||||||||
Royal Holiday | Hemet | CA | MH | 22 | 198 | 198 | 66.2% | ||||||||||
Idyllwild | Idyllwild-Pine Cove | CA | RV | 191 | 287 | 51 | 100.0% | ||||||||||
Pio Pico | Jamul | CA | RV | 176 | 10 | 512 | 91 | 100.0% | |||||||||
Wilderness Lakes | Menifee | CA | RV | 73 | 529 | 47 | 100.0% | ||||||||||
Morgan Hill (g) | Morgan Hill | CA | RV | 62 | 5 | 339 | — | —% | |||||||||
Pacific Dunes Ranch (g) | Oceana | CA | RV | 48 | 215 | — | —% | ||||||||||
San Benito | Paicines | CA | RV | 199 | 23 | 523 | 44 | 100.0% | |||||||||
Palm Springs | Palm Desert | CA | RV | 35 | 401 | 18 | 100.0% | ||||||||||
Las Palmas | Rialto | CA | MH | 18 | 136 | 136 | 100.0% | ||||||||||
Parque La Quinta | Rialto | CA | MH | 19 | 166 | 166 | 100.0% | ||||||||||
Rancho Oso | Santa Barbara | CA | RV | 310 | 40 | 187 | 19 | 100.0% | |||||||||
Meadowbrook | Santee | CA | MH | 43 | 338 | 338 | 99.7% | ||||||||||
Lamplighter | Spring Valley | CA | MH | 32 | 270 | 270 | 100.0% | ||||||||||
Santiago Estates | Sylmar | CA | MH | 113 | 9 | 300 | 300 | 96.3% | |||||||||
Total California Market | 5,017 | 716 | 13,681 | 7,139 | 98.4% | ||||||||||||
Arizona: | |||||||||||||||||
Apache East | Apache Junction | AZ | MH | 17 | 123 | 123 | 100.0% | ||||||||||
Countryside RV | Apache Junction | AZ | RV | 53 | 560 | 303 | 100.0% | ||||||||||
Denali Park | Apache Junction | AZ | MH | 33 | 5 | 162 | 162 | 98.8% | |||||||||
Golden Sun RV | Apache Junction | AZ | RV | 33 | 329 | 198 | 100.0% | ||||||||||
Valley Vista | Benson | AZ | RV | 6 | 145 | 3 | 100.0% | ||||||||||
Casita Verde RV Resort | Casa Grande | AZ | RV | 14 | 192 | 92 | 100.0% | ||||||||||
Fiesta Grande RV Resort | Casa Grande | AZ | RV | 77 | 767 | 529 | 100.0% | ||||||||||
Foothills West RV Resort | Casa Grande | AZ | RV | 16 | 188 | 126 | 100.0% | ||||||||||
Sunshine Valley | Chandler | AZ | MH | 55 | 381 | 381 | 99.0% | ||||||||||
Verde Valley | Cottonwood | AZ | RV | 273 | 178 | 414 | 115 | 100.0% | |||||||||
Casa del Sol East II | Glendale | AZ | MH | 29 | 239 | 239 | 96.7% | ||||||||||
Casa del Sol East III | Glendale | AZ | MH | 28 | 236 | 236 | 97.5% | ||||||||||
Palm Shadows | Glendale | AZ | MH | 33 | 293 | 293 | 92.2% | ||||||||||
Hacienda De Valencia | Mesa | AZ | MH | 51 | 364 | 364 | 99.2% | ||||||||||
Mesa Spirit | Mesa | AZ | RV | 90 | 1,600 | 765 | 100.0% | ||||||||||
Monte Vista | Mesa | AZ | RV | 142 | 18 | 1,185 | 793 | 100.0% | |||||||||
25
Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Seyenna Vistas | Mesa | AZ | MH | 60 | 4 | 407 | 407 | 97.8% | |||||||||
The Highlands at Brentwood | Mesa | AZ | MH | 45 | 268 | 268 | 99.3% | ||||||||||
Viewpoint | Mesa | AZ | RV | 332 | 2,414 | 1,814 | 100.0% | ||||||||||
Apollo Village | Peoria | AZ | MH | 29 | 3 | 238 | 238 | 96.2% | |||||||||
Casa del Sol West I | Peoria | AZ | MH | 31 | 245 | 245 | 98.0% | ||||||||||
Carefree Manor | Phoenix | AZ | MH | 16 | 130 | 130 | 96.9% | ||||||||||
Central Park | Phoenix | AZ | MH | 37 | 293 | 293 | 95.6% | ||||||||||
Desert Skies | Phoenix | AZ | MH | 24 | 166 | 166 | 98.2% | ||||||||||
Sunrise Heights | Phoenix | AZ | MH | 28 | 199 | 199 | 97.0% | ||||||||||
Whispering Palms | Phoenix | AZ | MH | 15 | 116 | 116 | 94.8% | ||||||||||
Desert Vista (g) | Salome | AZ | RV | 10 | 125 | — | —% | ||||||||||
Sedona Shadows | Sedona | AZ | MH | 48 | 2 | 198 | 198 | 99.0% | |||||||||
Venture In RV Resort | Show Low | AZ | RV | 26 | 389 | 270 | 100.0% | ||||||||||
Paradise | Sun City | AZ | RV | 80 | 950 | 750 | 100.0% | ||||||||||
The Meadows | Tempe | AZ | MH | 60 | 390 | 390 | 99.2% | ||||||||||
Fairview Manor | Tucson | AZ | MH | 28 | 235 | 235 | 97.4% | ||||||||||
Westpark | Wickenburg | AZ | MH | 48 | 7 | 231 | 231 | 96.5% | |||||||||
Araby | Yuma | AZ | RV | 25 | 3 | 337 | 277 | 100.0% | |||||||||
Cactus Gardens | Yuma | AZ | RV | 43 | 430 | 239 | 100.0% | ||||||||||
Capri RV Park | Yuma | AZ | RV | 20 | 303 | 181 | 100.0% | ||||||||||
Desert Paradise | Yuma | AZ | RV | 26 | 260 | 103 | 100.0% | ||||||||||
Foothill | Yuma | AZ | RV | 18 | 180 | 48 | 100.0% | ||||||||||
Mesa Verde | Yuma | AZ | RV | 28 | 345 | 271 | 100.0% | ||||||||||
Suni Sands | Yuma | AZ | RV | 34 | 336 | 161 | 100.0% | ||||||||||
Total Arizona Market | 2,061 | 220 | 16,363 | 11,952 | 99.0% | ||||||||||||
Colorado: | |||||||||||||||||
Hillcrest Village | Aurora | CO | MH | 72 | 602 | 602 | 99.7% | ||||||||||
Cimarron Village | Broomfield | CO | MH | 50 | 327 | 327 | 100.0% | ||||||||||
Holiday Village CO | Colorado Springs | CO | MH | 38 | 240 | 240 | 98.3% | ||||||||||
Bear Creek | Denver | CO | MH | 12 | 121 | 121 | 95.9% | ||||||||||
Holiday Hills | Denver | CO | MH | 99 | 736 | 736 | 98.4% | ||||||||||
Golden Terrace | Golden | CO | MH | 32 | 263 | 263 | 100.0% | ||||||||||
Golden Terrace South | Golden | CO | MH | 15 | 80 | 80 | 100.0% | ||||||||||
Golden Terrace South RV (g) | Golden | CO | RV | (f) | 80 | — | —% | ||||||||||
Golden Terrace West | Golden | CO | MH | 39 | 311 | 311 | 100.0% | ||||||||||
Pueblo Grande | Pueblo | CO | MH | 33 | 251 | 251 | 75.3% | ||||||||||
Woodland Hills | Thornton | CO | MH | 55 | 434 | 434 | 100.0% | ||||||||||
Total Colorado Market | 445 | — | 3,445 | 3,365 | 97.5% | ||||||||||||
26
Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Northeast: | |||||||||||||||||
Stonegate Manor | North Windham | CT | MH | 114 | 372 | 372 | 93.5% | ||||||||||
Waterford Estates | Bear | DE | MH | 159 | 2 | 731 | 731 | 99.5% | |||||||||
McNicol | Lewes | DE | MH | 25 | 93 | 93 | 100.0% | ||||||||||
Whispering Pines | Lewes | DE | MH | 67 | 2 | 393 | 393 | 98.5% | |||||||||
Mariners Cove | Millsboro | DE | MH | 101 | 374 | 374 | 96.3% | ||||||||||
Sweetbriar | Millsboro | DE | MH | 38 | 146 | 146 | 93.2% | ||||||||||
Aspen Meadows | Rehoboth Beach | DE | MH | 46 | 200 | 200 | 100.0% | ||||||||||
Camelot Meadows | Rehoboth Beach | DE | MH | 61 | 301 | 301 | 100.0% | ||||||||||
Gateway to Cape Cod | Rochester | MA | RV | 80 | 25 | 194 | 67 | 100.0% | |||||||||
Hillcrest-MA | Rockland | MA | MH | 19 | 79 | 79 | 94.9% | ||||||||||
The Glen | Rockland | MA | MH | 24 | 36 | 36 | 100.0% | ||||||||||
Old Chatham Road RV | South Dennis | MA | RV | 47 | 312 | 249 | 100.0% | ||||||||||
Sturbridge | Sturbridge | MA | RV | 223 | 125 | 155 | 82 | 100.0% | |||||||||
Fernwood | Capitol Heights | MD | MH | 40 | 6 | 329 | 329 | 98.2% | |||||||||
Williams Estates and Peppermint Woods | Middle River | MD | MH | 121 | 803 | 803 | 100.0% | ||||||||||
Mount Desert Narrows | Bar Harbor | ME | RV | 90 | 12 | 206 | 9 | 100.0% | |||||||||
Patten Pond | Ellsworth | ME | RV | 43 | 60 | 137 | 13 | 100.0% | |||||||||
Pinehirst RV Resort | Old Orchard Beach | ME | RV | 58 | 550 | 467 | 100.0% | ||||||||||
Narrows Too | Trenton | ME | RV | 42 | 8 | 207 | 9 | 100.0% | |||||||||
Moody Beach | Wells | ME | RV | 48 | 10 | 203 | 91 | 100.0% | |||||||||
Sandy Beach RV Resort | Contoocook | NH | RV | 40 | 190 | 95 | 100.0% | ||||||||||
Pine Acres | Raymond | NH | RV | 100 | 421 | 264 | 100.0% | ||||||||||
Tuxbury Resort | South Hampton | NH | RV | 193 | 100 | 305 | 232 | 100.0% | |||||||||
King Nummy | Cape May Court House | NJ | RV | 83 | 313 | 258 | 100.0% | ||||||||||
Mays Landing | Mays Landing | NJ | RV | 18 | 168 | 69 | 100.0% | ||||||||||
Echo Farms | Ocean View | NJ | RV | 31 | 237 | 205 | 100.0% | ||||||||||
Lake & Shore | Ocean View | NJ | RV | 162 | 401 | 275 | 100.0% | ||||||||||
Chestnut Lake | Port Republic | NJ | RV | 32 | 185 | 53 | 100.0% | ||||||||||
Sea Pines | Swainton | NJ | RV | 75 | 32 | 549 | 310 | 100.0% | |||||||||
Pine Ridge at Crestwood | Whiting | NJ | MH | 188 | 1,035 | 1,035 | 88.2% | ||||||||||
Rondout Valley Resort | Accord | NY | RV | 184 | 94 | 398 | 87 | 100.0% | |||||||||
Alpine Lake RV Resort | Corinth | NY | RV | 200 | 54 | 500 | 324 | 100.0% | |||||||||
Lake George Escape | Lake George | NY | RV | 178 | 576 | 68 | 100.0% | ||||||||||
The Woodlands | Lockport | NY | MH | 225 | 76 | 1,226 | 1,226 | 92.1% | |||||||||
Greenwood Village | Manorville | NY | MH | 79 | 512 | 512 | 98.0% | ||||||||||
Brennan Beach | Pulaski | NY | RV | 201 | 1,377 | 1,194 | 100.0% | ||||||||||
Lake George Schroon Valley | Warrensburg | NY | RV | 151 | 151 | 87 | 100.0% | ||||||||||
27
Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Greenbriar Village | Bath | PA | MH | 63 | 319 | 319 | 97.8% | ||||||||||
Sun Valley | Bowmansville | PA | RV | 86 | 3 | 265 | 165 | 100.0% | |||||||||
Green Acres | Breinigsville | PA | MH | 149 | 595 | 595 | 92.8% | ||||||||||
Gettysburg Farm | Dover | PA | RV | 124 | 62 | 265 | 81 | 100.0% | |||||||||
Timothy Lake North | East Stroudsburg | PA | RV | 93 | 323 | 82 | 100.0% | ||||||||||
Timothy Lake South | East Stroudsburg | PA | RV | 65 | 327 | 138 | 100.0% | ||||||||||
Drummer Boy (c) | Gettysburg | PA | RV | 89 | 465 | 194 | 100.0% | ||||||||||
Round Top (c) | Gettysburg | PA | RV | 52 | 391 | 203 | 100.0% | ||||||||||
Circle M | Lancaster | PA | RV | 103 | 13 | 380 | 85 | 100.0% | |||||||||
Hershey | Lebanon | PA | RV | 196 | 20 | 297 | 59 | 100.0% | |||||||||
Robin Hill | Lenhartsville | PA | RV | 44 | 4 | 270 | 127 | 100.0% | |||||||||
Dutch County | Manheim | PA | RV | 102 | 60 | 269 | 93 | 100.0% | |||||||||
Spring Gulch | New Holland | PA | RV | 114 | 27 | 420 | 145 | 100.0% | |||||||||
Lil Wolf | Orefield | PA | MH | 56 | 269 | 269 | 94.8% | ||||||||||
Scotrun | Scotrun | PA | RV | 63 | 6 | 178 | 117 | 100.0% | |||||||||
Appalachian | Shartlesville | PA | RV | 86 | 30 | 358 | 203 | 100.0% | |||||||||
Mountain View-PA | Walnutport | PA | MH | 45 | 1 | 187 | 187 | 90.4% | |||||||||
Timber Creek | Westerly | RI | RV | 108 | 364 | 363 | 100.0% | ||||||||||
Total Northeast Market | 5,224 | 832 | 20,307 | 14,563 | 97.4% | ||||||||||||
Southeast: | |||||||||||||||||
Hidden Cove | Arley | AL | RV | 99 | 34 | 163 | 55 | 100.0% | |||||||||
Diamond Caverns Resort & Golf Club | Park City | KY | RV | 714 | 218 | 220 | 32 | 100.0% | |||||||||
Forest Lake | Advance | NC | RV | 306 | 34 | 305 | 163 | 100.0% | |||||||||
Scenic | Asheville | NC | MH | 28 | 2 | 194 | 194 | 100.0% | |||||||||
Waterway RV | Cedar Point | NC | RV | 27 | 336 | 334 | 100.0% | ||||||||||
Twin Lakes | Chocowinity | NC | RV | 132 | 11 | 419 | 344 | 100.0% | |||||||||
Green Mountain Park | Lenoir | NC | RV | 1,077 | 3 | 447 | 157 | 100.0% | |||||||||
Lake Gaston | Littleton | NC | RV | 69 | 235 | 205 | 100.0% | ||||||||||
Lake Myers RV | Mocksville | NC | RV | 74 | 425 | 259 | 100.0% | ||||||||||
Bogue Pines | Newport | NC | MH | 50 | 150 | 150 | 77.3% | ||||||||||
Goose Creek Resort | Newport | NC | RV | 92 | 735 | 670 | 100.0% | ||||||||||
Whispering Pines RV | Newport | NC | RV | 34 | 278 | 182 | 100.0% | ||||||||||
White Oak Shores (c) | Stella | NC | RV | 158 | 455 | 395 | 100.0% | ||||||||||
Carolina Landing | Fair Play | SC | RV | 73 | 30 | 192 | 47 | 100.0% | |||||||||
Inlet Oaks | Murrells Inlet | SC | MH | 35 | 172 | 172 | 100.0% | ||||||||||
The Oaks at Point South | Yemassee | SC | RV | 10 | 93 | 15 | 100.0% | ||||||||||
Natchez Trace | Hohenwald | TN | RV | 672 | 340 | 531 | 225 | 100.0% | |||||||||
Cherokee Landing | Saulsbury | TN | RV | 254 | 124 | 339 | 5 | 100.0% | |||||||||
28
Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Meadows of Chantilly | Chantilly | VA | MH | 82 | 499 | 499 | 100.0% | ||||||||||
Harbor View | Colonial Beach | VA | RV | 69 | 146 | 59 | 100.0% | ||||||||||
Lynchburg | Gladys | VA | RV | 170 | 59 | 222 | 58 | 100.0% | |||||||||
Chesapeake Bay | Gloucester | VA | RV | 282 | 80 | 392 | 147 | 100.0% | |||||||||
Virginia Landing | Quinby | VA | RV | 863 | 233 | 7 | 100.0% | ||||||||||
Grey's Point | Topping | VA | RV | 125 | 16 | 791 | 529 | 100.0% | |||||||||
Bethpage | Urbanna | VA | RV | 271 | 104 | 1,034 | 595 | 100.0% | |||||||||
Williamsburg | Williamsburg | VA | RV | 65 | 10 | 211 | 86 | 100.0% | |||||||||
Regency Lakes | Winchester | VA | MH | 165 | 523 | 523 | 99.4% | ||||||||||
Total Southeast Market | 5,996 | 1,065 | 9,740 | 6,107 | 99.4% | ||||||||||||
Midwest: | |||||||||||||||||
O'Connell's | Amboy | IL | RV | 286 | 89 | 725 | 396 | 100.0% | |||||||||
Pheasant Lake Estates | Beecher | IL | MH | 160 | 112 | 613 | 613 | 97.4% | |||||||||
Pine Country | Belvidere | IL | RV | 131 | 10 | 185 | 163 | 100.0% | |||||||||
Willow Lake Estates | Elgin | IL | MH | 111 | 616 | 616 | 88.8% | ||||||||||
Golf Vista Estates | Monee | IL | MH | 144 | 15 | 408 | 408 | 96.3% | |||||||||
Indian Lakes | Batesville | IN | RV | 545 | 104 | 1,058 | 575 | 100.0% | |||||||||
Horseshoe Lakes | Clinton | IN | RV | 289 | 66 | 123 | 93 | 100.0% | |||||||||
Twin Mills RV | Howe | IN | RV | 137 | 24 | 501 | 235 | 100.0% | |||||||||
Lakeside | New Carlisle | IN | RV | 13 | 89 | 89 | 100.0% | ||||||||||
Bear Cave Resort | Buchanan | MI | RV | 25 | 10 | 136 | 46 | 100.0% | |||||||||
Saint Claire | Saint Claire | MI | RV | 210 | 100 | 229 | 135 | 100.0% | |||||||||
Cedar Knolls | Apple Valley | MN | MH | 93 | 457 | 457 | 92.6% | ||||||||||
Cimarron Park | Lake Elmo | MN | MH | 230 | 46 | 505 | 505 | 88.9% | |||||||||
Rockford Riverview Estates | Rockford | MN | MH | 88 | 428 | 428 | 91.8% | ||||||||||
Rosemount Woods | Rosemount | MN | MH | 50 | 12 | 182 | 182 | 98.9% | |||||||||
Buena Vista | Fargo | ND | MH | 76 | 399 | 399 | 78.7% | ||||||||||
Meadow Park | Fargo | ND | MH | 17 | 116 | 116 | 76.7% | ||||||||||
Kenisee Lake | Jefferson | OH | RV | 143 | 50 | 119 | 79 | 100.0% | |||||||||
Wilmington | Wilmington | OH | RV | 109 | 41 | 169 | 121 | 100.0% | |||||||||
Rainbow Lake Manor | Bristol | WI | MH | 99 | 14 | 270 | 270 | 97.8% | |||||||||
Fremont | Fremont | WI | RV | 98 | 5 | 325 | 130 | 100.0% | |||||||||
Yukon Trails | Lyndon Station | WI | RV | 150 | 30 | 214 | 138 | 100.0% | |||||||||
Blackhawk | Milton | WI | RV | 214 | 24 | 490 | 340 | 100.0% | |||||||||
Lakeland RV | Milton | WI | RV | 107 | 5 | 682 | 423 | 100.0% | |||||||||
Westwood Estates | Pleasant Prairie | WI | MH | 95 | 344 | 344 | 93.9% | ||||||||||
Plymouth Rock | Plymouth | WI | RV | 133 | 40 | 610 | 412 | 100.0% | |||||||||
Tranquil Timbers | Sturgeon Bay | WI | RV | 125 | 270 | 196 | 100.0% | ||||||||||
29
Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Lake of the Woods (c) | Wautoma | WI | RV | 117 | 303 | 156 | 100.0% | ||||||||||
Neshonoc Lakeside | West Salem | WI | RV | 48 | 284 | 189 | 100.0% | ||||||||||
Arrowhead | Wisconsin Dells | WI | RV | 166 | 40 | 377 | 196 | 100.0% | |||||||||
Total Midwest Market | 4,209 | 837 | 11,227 | 8,450 | 95.7% | ||||||||||||
Nevada, Utah and Idaho: | |||||||||||||||||
Coach Royale | Boise | ID | MH | 12 | 91 | 91 | 92.3% | ||||||||||
Maple Grove | Boise | ID | MH | 38 | 271 | 271 | 87.5% | ||||||||||
Shenandoah Estates | Boise | ID | MH | 24 | 153 | 153 | 100.0% | ||||||||||
West Meadow Estates | Boise | ID | MH | 29 | 178 | 178 | 100.0% | ||||||||||
Mountain View - NV | Henderson | NV | MH | 72 | 354 | 354 | 100.0% | ||||||||||
Bonanza | Las Vegas | NV | MH | 43 | 353 | 353 | 55.2% | ||||||||||
Boulder Cascade | Las Vegas | NV | MH | 39 | 299 | 299 | 78.9% | ||||||||||
Cabana | Las Vegas | NV | MH | 37 | 263 | 263 | 98.5% | ||||||||||
Flamingo West | Las Vegas | NV | MH | 37 | 258 | 258 | 99.6% | ||||||||||
Las Vegas | Las Vegas | NV | RV | 11 | 217 | 22 | 100.0% | ||||||||||
Villa Borega | Las Vegas | NV | MH | 40 | 293 | 293 | 77.5% | ||||||||||
Westwood Village | Farr West | UT | MH | 46 | 314 | 314 | 100.0% | ||||||||||
St. George (g) | Hurricane | UT | RV | 26 | 4 | 123 | — | —% | |||||||||
All Seasons | Salt Lake City | UT | MH | 19 | 121 | 121 | 100.0% | ||||||||||
Total Nevada, Utah and Idaho Market | 473 | 4 | 3,288 | 2,970 | 88.8% | ||||||||||||
Northwest: | |||||||||||||||||
Cultus Lake (Canada) (e) | Lindell Beach | BC | RV | 15 | 178 | 51 | 100.0% | ||||||||||
Thousand Trails Bend | Bend | OR | RV | 289 | 116 | 351 | 57 | 100.0% | |||||||||
Shadowbrook | Clackamas | OR | MH | 21 | 156 | 156 | 100.0% | ||||||||||
Pacific City | Cloverdale | OR | RV | 105 | 50 | 307 | 28 | 100.0% | |||||||||
Falcon Wood Village | Eugene | OR | MH | 23 | 183 | 183 | 100.0% | ||||||||||
Portland Fairview | Fairview | OR | RV | 30 | 407 | 263 | 100.0% | ||||||||||
Quail Hollow (e) | Fairview | OR | MH | 21 | 137 | 137 | 100.0% | ||||||||||
South Jetty | Florence | OR | RV | 57 | 5 | 204 | 6 | 100.0% | |||||||||
Seaside Resort | Seaside | OR | RV | 80 | 7 | 251 | 44 | 100.0% | |||||||||
Whaler's Rest Resort | South Beach | OR | RV | 39 | 5 | 170 | 19 | 100.0% | |||||||||
Mt. Hood | Welches | OR | RV | 115 | 10 | 515 | 165 | 100.0% | |||||||||
Birch Bay | Blaine | WA | RV | 31 | 7 | 246 | 24 | 100.0% | |||||||||
Mt. Vernon | Bow | WA | RV | 311 | 251 | 29 | 100.0% | ||||||||||
Chehalis | Chehalis | WA | RV | 309 | 360 | 24 | 100.0% | ||||||||||
Grandy Creek | Concrete | WA | RV | 63 | 179 | 1 | 100.0% | ||||||||||
Tall Chief (g) | Fall City | WA | RV | 71 | 180 | — | —% | ||||||||||
30
Property | City | State | Property Type | Acres (a) | Developable Acres (b) | Total Number of Sites as of 12/31/19 | Total Number of Annual Sites as of 12/31/19 | Annual Site Occupancy as of 12/31/19 | |||||||||
Kloshe Illahee | Federal Way | WA | MH | 50 | 258 | 258 | 100.0% | ||||||||||
La Conner (e) | La Conner | WA | RV | 106 | 319 | 42 | 100.0% | ||||||||||
Leavenworth | Leavenworth | WA | RV | 255 | 30 | 266 | 15 | 100.0% | |||||||||
Thunderbird Resort | Monroe | WA | RV | 45 | 6 | 136 | 19 | 100.0% | |||||||||
Little Diamond | Newport | WA | RV | 360 | 30 | 520 | 2 | 100.0% | |||||||||
Oceana Resort | Ocean City | WA | RV | 16 | 7 | 84 | 9 | 100.0% | |||||||||
Crescent Bar Resort | Quincy | WA | RV | 14 | 115 | 15 | 100.0% | ||||||||||
Long Beach | Seaview | WA | RV | 17 | 10 | 144 | 15 | 100.0% | |||||||||
Paradise Resort | Silver Creek | WA | RV | 60 | 214 | 8 | 100.0% | ||||||||||
Total Northwest Market | 2,503 | 283 | 6,131 | 1,570 | 100.0% | ||||||||||||
Texas: | |||||||||||||||||
Alamo Palms | Alamo | TX | RV | 58 | 643 | 315 | 100.0% | ||||||||||
Bay Landing | Bridgeport | TX | RV | 443 | 235 | 293 | 73 | 100.0% | |||||||||
Colorado River | Columbus | TX | RV | 218 | 51 | 132 | 26 | 100.0% | |||||||||
Victoria Palms | Donna | TX | RV | 117 | 1,122 | 488 | 100.0% | ||||||||||
Lake Texoma (e) | Gordonville | TX | RV | 201 | 120 | 301 | 80 | 100.0% | |||||||||
Lakewood | Harlingen | TX | RV | 30 | 301 | 137 | 100.0% | ||||||||||
Paradise Park RV | Harlingen | TX | RV | 60 | 563 | 277 | 100.0% | ||||||||||
Sunshine RV | Harlingen | TX | RV | 84 | 1,027 | 370 | 100.0% | ||||||||||
Tropic Winds | Harlingen | TX | RV | 112 | 65 | 531 | 203 | 100.0% | |||||||||
Medina Lake | Lakehills | TX | RV | 208 | 50 | 387 | 60 | 100.0% | |||||||||
Paradise South | Mercedes | TX | RV | 49 | 493 | 194 | 100.0% | ||||||||||
Lake Tawakoni (e) | Point | TX | RV | 324 | 11 | 293 | 86 | 100.0% | |||||||||
Fun n Sun RV Park | San Benito | TX | RV | 135 | 40 | 1,435 | 637 | 100.0% | |||||||||
Country Sunshine | Weslaco | TX | RV | 37 | 390 | 159 | 100.0% | ||||||||||
Southern Comfort | Weslaco | TX | RV | 40 | 403 | 323 | 100.0% | ||||||||||
Lake Whitney | Whitney | TX | RV | 403 | 158 | 261 | 32 | 100.0% | |||||||||
Lake Conroe | Willis | TX | RV | 129 | 7 | 620 | 253 | 100.0% | |||||||||
Total Texas Market | 2,648 | 737 | 9,195 | 3,713 | 100.0% | ||||||||||||
Grand Total All Markets | 39,508 | 5,289 | 152,914 | 109,314 | 96.8% | ||||||||||||
____________________________________
(a) | Acres are approximate. For certain Properties, the acres were estimated based on 10 Sites per acre. |
(b) | Acres are approximate. There can be no assurance that developable acres will be developed. Development is contingent on many factors including, but not limited to, cost, ability to subdivide, accessibility, infrastructure needs, zoning, entitlement and topography. |
(c) | Property acquired in 2019. |
(d) | Property developed in 2019. |
(e) | Land has been leased to us under a non-cancelable operating lease, including one Loggerhead Marina Property (See Item 8. Financial Statements and Supplementary Data—Note 3. Leases). |
(f) | Acres for this community have been included in the acres of the adjacent community listed directly above this Property. |
(g) | Property did not have annual Sites for 2019. |
31
Item 3. Legal Proceedings
The description of legal proceedings is incorporated herein by reference from Item 8. Financial Statements and Supplementary Data—Note 16. Commitment and Contingencies in this Form 10-K.
Item 4. Mine Safety Disclosures
None.
32
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our shares of common stock are traded on the NYSE under the symbol ELS. As of December 31, 2019, there were 274 holders of record for 182,089,595 outstanding shares of our common stock. Additionally, there were 10,491,222 OP Units outstanding, which are exchangeable for an equivalent number of shares of our common stock or, at our option, cash.
Issuer Purchases of Equity Securities
During the year ended December 31, 2019, we did not repurchase shares of our common stock. Our employees will at times surrender their shares of our common stock to satisfy income tax withholding obligations associated with the vesting of shares of restricted stock.
Dividends and Distributions
We distribute regular quarterly dividends to our stockholders. In order to maintain our qualification as a REIT, we are required, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and any net capital gain. In addition, we intend to distribute all or substantially all of our net income so that we will generally not be subject to U.S. federal income tax on our earnings.
In general, our Board of Directors makes decisions regarding the nature, frequency and amount of our dividends on a quarterly basis. The Board considers many factors when making these decisions, including our present and future liquidity needs, our current and projected financial condition and results of operations. As such, there can be no assurance that we will maintain the practice of paying regular quarterly dividends to continue to qualify as a REIT. See Item 1A. Risk Factors in this Form 10-K for a description of factors that may affect our ability to distribute dividends.
33
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 our historical financial statements. The following information should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in this Annual Report on Form 10-K.
Years Ended December 31, | |||||||||||||||||||
(Amounts in thousands, except for per share and property data (adjusted for stock split)) | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||
Income Statement Data: | |||||||||||||||||||
Total revenues | $ | 1,037,256 | $ | 986,653 | $ | 925,312 | $ | 870,435 | $ | 821,654 | |||||||||
Total expenses | (802,596 | ) | (765,206 | ) | (718,700 | ) | (685,908 | ) | (675,231 | ) | |||||||||
Equity in income from unconsolidated joint ventures | 8,755 | 4,939 | 3,765 | 2,605 | 4,089 | ||||||||||||||
Gain on sale of real estate, net | 52,507 | — | — | — | — | ||||||||||||||
Consolidated net income | $ | 295,922 | $ | 226,386 | $ | 210,377 | $ | 187,132 | $ | 150,512 | |||||||||
Net income available for Common Stockholders | $ | 279,123 | $ | 212,596 | $ | 189,904 | $ | 164,037 | $ | 130,145 | |||||||||
Comprehensive income attributable to Common Stockholders | $ | 276,594 | $ | 213,866 | $ | 191,048 | $ | 164,339 | $ | 129,988 | |||||||||
Earnings per Common Share - Basic | $ | 1.54 | $ | 1.19 | $ | 1.09 | $ | 0.97 | $ | 0.77 | |||||||||
Earnings per Common Share - Fully Diluted | $ | 1.54 | $ | 1.19 | $ | 1.08 | $ | 0.96 | $ | 0.77 | |||||||||
Distributions declared per Common Share outstanding | $ | 1.225 | $ | 1.100 | $ | 0.975 | $ | 0.850 | $ | 0.750 | |||||||||
Weighted average Common Shares outstanding - Basic | 180,805 | 177,928 | 173,994 | 169,556 | 168,062 | ||||||||||||||
Weighted average Common Shares outstanding - Fully Diluted | 191,995 | 190,110 | 186,850 | 185,138 | 183,814 | ||||||||||||||
Balance Sheet Data: | |||||||||||||||||||
Real estate, before accumulated depreciation | $ | 5,743,049 | $ | 5,273,477 | $ | 4,915,813 | $ | 4,685,336 | $ | 4,477,599 | |||||||||
Total assets | $ | 4,151,275 | $ | 3,925,808 | $ | 3,610,032 | $ | 3,478,987 | $ | 3,400,400 | |||||||||
Total debt | $ | 2,408,458 | $ | 2,348,352 | $ | 2,200,017 | $ | 2,091,279 | $ | 2,126,052 | |||||||||
Series C Preferred Stock (1) | $ | — | $ | — | $ | — | $ | 136,144 | $ | 136,144 | |||||||||
Total Common Equity (2) | $ | 1,249,810 | $ | 1,121,552 | $ | 1,031,954 | $ | 872,399 | $ | 788,924 | |||||||||
Other Data: | |||||||||||||||||||
Funds from Operations ("FFO") (3) | $ | 405,964 | $ | 371,962 | $ | 331,665 | $ | 302,827 | $ | 261,009 | |||||||||
Normalized Funds from Operations ("Normalized FFO") (3) | $ | 401,844 | $ | 367,908 | $ | 335,931 | $ | 306,459 | $ | 279,052 | |||||||||
Total Properties (at end of period) | 413 | 414 | 406 | 391 | 387 | ||||||||||||||
Total Sites (at end of period) | 156,513 | 155,447 | 151,323 | 146,610 | 143,938 | ||||||||||||||
__________________________________
1. | In 2012, we issued 54,458 shares of Series C Preferred Stock, which were represented by Depositary Shares. In 2017, we redeemed our Series C Preferred Stock for $138.4 million, including accrued dividends. The shares of Series C Preferred Stock that were redeemed now have the status of authorized but unissued preferred stock, without designation as to class or series. |
2. | In 2019, we sold 1,010,472 shares of our common stock, par value $0.01 per share, under our ATM equity offering program at a weighted average per share sales price of $58.71 for gross cash proceeds of $59.3 million before expenses of $0.8 million. In 2018, we sold 1,722,282 shares of our common stock, par value $0.01 per share, under our ATM equity offering program at a weighted average per share sales price of $45.73 for gross cash proceeds of $78.8 million before expenses of $1.0 million. In 2017, we sold 2,760,034 shares of our common stock, par value $0.01 per share, under our ATM equity offering program at a weighted average per share sales price of $43.73 for gross cash proceeds of $120.7 million before expenses of $1.5 million. As of December 31, 2019, $140.7 million of common stock remained available for issuance under our ATM equity offering program. |
3. | Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K for definitions of FFO and Normalized FFO and a reconciliation of these Non-GAAP financial measures to net income available for Common Stockholders. |
34
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in this Annual Report on Form 10-K. All shares of common stock ("Common Shares") and units of common interests in our Operating Partnership ("OP Units") as well as per share results reflect the two-for-one stock split that was completed on October 15, 2019.
2019 Accomplishments
We continued our strong performance in 2019, marked by key operational and financial accomplishments:
• | Occupancy of MH Sites within our Core Portfolio (as defined below) increased by 401 Sites to 95.7% as of December 31, 2019 compared to 95.3% as of December 31, 2018. |
• | Manufactured homeowners within our Core Portfolio increased by 387 to 62,746 as of December 31, 2019 compared to 62,359 as of December 31, 2018. |
• | MH and RV rental income within our Core Portfolio increased by 5.3% and 4.5%, respectively, compared to 2018. |
• | Celebrated 50th anniversary of our Thousand Trails portfolio with a 4.1% increase in member count to approximately 115,700 as of December 31, 2019 and an increase in annual membership subscription revenue of 6.8%, compared to 2018. |
• | Core Portfolio generated full year growth of 4.4% in income from property operations compared to 2018. |
• | Normalized Funds from Operations ("Normalized FFO") per common share on a fully diluted basis was $2.09, 8.2% higher than in 2018. |
• | Recognized a gain of $52.5 million from selling five all-age MH communities located in Indiana and Michigan. |
• | Acquired four RV communities for $58.3 million and the remaining interest in our joint venture investment of 11 marinas in Florida. |
• | Invested $87.4 million to fund development activity, including the acquisition of land parcels. |
• | Raised our annual dividend to $1.225 per share in 2019, an increase of 11.4% compared to $1.100 per share in 2018. |
• | Sold 1,010,472 shares of Common Stock for gross proceeds of $59.3 million through our at-the-market ("ATM") equity offering program at a weighted average share price of $58.71. |
• | Repaid principal of $66.8 million on four mortgage loans, which were scheduled to mature in 2020. As of December 31, 2019, our secured debt balance had a weighted average maturity of 13.09 years and approximately 32.2% of our outstanding debt is fully amortizing. |
Overview and Outlook
We are a self-administered and self-managed real estate investment trust ("REIT") with headquarters in Chicago, Illinois. We are a fully integrated owner and operator of properties ("Properties") consisting primarily of MH and RV communities. As of December 31, 2019, we owned or had an ownership interest in a portfolio of 413 Properties located throughout the United States and Canada containing 156,513 individual developed areas ("Sites"). These Properties are located in 33 states and British Columbia, with more than 90 Properties with lake, river or ocean frontage and more than 120 Properties within 10 miles of the coastal United States.
We invest in properties in sought-after locations near retirement and vacation destinations and urban areas across the United States with a focus on delivering value to our residents and guests as well as stockholders. Our business model is intended to provide an opportunity for increased cash flows and appreciation in value. We seek growth in earnings, Funds from Operations ("FFO") and cash flows by enhancing the profitability and operation of our Properties and investments. We accomplish this by attracting and retaining high quality customers to our Properties, who take pride in our Properties and in their homes, and efficiently managing our Properties by increasing occupancy, maintaining competitive market rents and controlling expenses. We also actively pursue opportunities that fit our acquisition criteria and are currently engaged in various stages of negotiations relating to the possible acquisition of additional properties.
We believe the demand from baby boomers for MH and RV communities will continue to be strong. It is estimated that approximately 10,000 baby boomers are turning 65 daily through 2030. In addition, the population age 55 and older is expected to grow 18% from 2020 to 2035. These individuals, seeking an active lifestyle, will continue to drive the market for second-home sales as vacation properties, investment opportunities or retirement retreats. We expect it is likely that over the next decade, we will continue to see high levels of second-home sales and that manufactured homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes. We also believe the Millennial and Generation X demographic will contribute to our future long-term customer pipeline. Millennials and Generation X combined represent over half of the RV buyers. There is an increasing trend among these groups to adopt a minimalist lifestyle due to its affordability, preference over home quality relative to its size and the overall unique experience that our communities can provide. We believe the demand from baby boomers and these younger generations will continue to outpace supply for MH and RV communities. The entitlement process
35
Management's Discussion and Analysis (continued)
to develop new MH and RV communities is extremely restrictive. As a result, there have been limited new communities developed in our target geographic markets.
We generate the majority of our revenues from customers renting our Sites or entering into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays. Our MH Sites and annual RV Sites are leased on an annual basis. Seasonal Sites are leased to customers generally for one to six months. Transient Sites are leased to customers on a short-term basis. The revenues from seasonal and transient Sites are generally higher during the first and third quarters. We consider the transient revenue stream to be our most volatile as it is subject to weather conditions and other factors affecting the marginal RV customer's vacation and travel preferences. We also generate revenue from customers renting our marina slips and dry storage. Additionally, we have interests in joint venture Properties for which revenue is classified as equity in income from unconsolidated joint ventures on the Consolidated Statements of Income and Comprehensive Income.
Approximately one quarter of our rental agreements on MH Sites contain rent increase provisions that are directly or indirectly connected to the published CPI statistics issued from June through September of the year prior to the increase effective date. Approximately two-thirds of these rental agreements are subject to a CPI floor of approximately 3.0% to 5.0%
State and local rent control regulations affect 27 wholly-owned Properties, including 15 of our 48 California Properties, all 7 of our Delaware Properties, 1 of our 5 Massachusetts Properties, 1 of our 7 New York Properties, and 3 of our 10 Oregon Properties. These rent control regulations dictate rent increases and generally permit us to increase rates by a percentage of the increase in the national, regional or local CPI, depending on the rent control ordinance. These rate increases generally range from 60.0% to 100.0% of CPI with certain limits depending on the jurisdiction.
The following table shows the breakdown of our Sites by type (amounts are approximate):
Total Sites as of | ||
December 31, 2019 | ||
MH Sites | 72,100 | |
RV Sites: | ||
Annual | 29,600 | |
Seasonal | 10,200 | |
Transient | 14,100 | |
Marina Slips (1) | 2,300 | |
Membership (2) | 24,600 | |
Joint Ventures (3) | 3,600 | |
156,500 | ||
_____________________
(1) | On September 10, 2019, we completed the acquisition of the remaining interest in a joint venture investment of 11 marinas in Florida. |
(2) | Primarily utilized to service the approximately 115,700 members. Includes approximately 5,900 Sites rented on an annual basis. |
(3) | Includes approximately 2,900 annual Sites, 400 seasonal Sites and 300 transient Sites. |
Membership Sites are primarily utilized to service approximately 115,700 annual subscription members, including 19,100 free trial members added through our RV dealer program. The remaining 96,600 have purchased a Thousand Trails Camping (“TTC”) membership, which is an annual subscription providing the member access to our Properties in one to five geographic regions of the United States. In 2019, a TTC membership for a single geographic region required an annual payment of $585. In addition, members are eligible to upgrade their subscriptions. A membership upgrade may offer (1) increased length of consecutive stay by 50% (i.e., up to 21 days); (2) ability to make earlier advance reservations; (3) discounts on rental units; (4) access to additional Properties, which may include use of Sites at non-membership RV communities, or (5) membership in discount travel programs. Each membership upgrade requires a non-refundable upfront payment, for which we offer financing options to eligible customers. As a customer acquisition tool, we have relationships with a network of RV dealers to provide each new RV owner with a free one-year trial subscription to a TTC membership.
In our Home Sales and Rentals Operations business, our revenue streams include home sales, home rentals and brokerage services and ancillary activities. We generate revenue through home sales and rental operations by selling or leasing manufactured homes and cottages that are located in Properties owned and managed by us. We believe renting our vacant homes represents an attractive source of occupancy and an opportunity to convert the renter to a homebuyer in the future. We also sell and rent homes through our joint venture, ECHO Financing, LLC (the "ECHO JV"). Additionally, home sale brokerage services are offered to our residents who may choose to sell their homes as rather than relocate them when moving from a Property. At certain Properties, we operate ancillary facilities, such as golf courses, pro shops, stores and restaurants.
36
Management's Discussion and Analysis (continued)
In the manufactured housing industry, options for home financing, also known as chattel financing, are limited. Chattel financing options available today include community owner-funded programs or third-party lender programs that provide subsidized financing to customers and often require the community owner to guarantee customer defaults. Third-party lender programs have stringent underwriting criteria, sizable down payment requirements, short loan amortization and high interest rates. We have a limited program under which we purchase loans made by an unaffiliated lender to homebuyers at our Properties.
In 2017, the Federal Housing Finance Agency ("FHFA") published Fannie Mae's and Freddie Mac's Underserved Markets Plans for 2018-2020 (the "Plans") under the duty-to-serve provisions mandated by the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended by the Housing and Economic Recovery Act of 2008. The FHFA mandate requires Fannie Mae and Freddie Mac to serve three specific underserved markets, one of which is the manufactured housing sector. The Plans outline four duty-to-serve focus areas related to manufactured housing, including home purchase financing for customers placing manufactured homes in land lease communities. While this may have a positive impact on our customers' ability to obtain chattel financing, specific details necessary to evaluate the possible impact on us as well as the industry are not yet available. In addition, the U.S. Department of the Treasury released the Housing Reform Plan in September 2019, which outlined a plan to end the conservatorships of the government sponsored enterprises. The Housing Reform Plan could have an impact on the Plans.
In addition to net income computed in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), we assess and measure our overall financial and operating performance using certain Non-GAAP supplemental measures, which include: (i) FFO, (ii) Normalized FFO, (iii) Income from property operations, (iv) Income from property operations, excluding deferrals and property management, (v) Core Portfolio income from property operations, excluding deferrals and property management (operating results for Properties owned and operated in both periods under comparison), and (vi) Income from rental operations, net of depreciation. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Definitions and reconciliations of these measures to the most comparable GAAP measures are included below in this discussion.
Results Overview
For the year ended December 31, 2019, net income available for Common Stockholders increased $66.5 million, or $0.35 per fully diluted Common Share, to $279.1 million, or $1.54 per fully diluted Common Share, compared to $212.6 million, or $1.19 per fully diluted Common Share, for the same period in 2018. For the year ended December 31, 2019, FFO available for Common Stock and OP Unit holders increased $34.0 million, or $0.15 per fully diluted Common Share, to $406.0 million, or $2.11 per fully diluted Common Share, compared to $372.0 million, or $1.96 per fully diluted Common Share, for the same period in 2018. For the year ended December 31, 2019, Normalized FFO available for Common Stock and OP Unit holders increased $33.9 million, or $0.15 per fully diluted Common Share, to $401.8 million, or $2.09 per fully diluted Common Share, compared to $367.9 million, or $1.94 per fully diluted Common Share, for the same period in 2018.
Our Core Portfolio could change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. Our Core Portfolio in 2019 and 2018 includes all Properties acquired prior to December 31, 2017 that we have owned and operated continuously since January 1, 2018. During 2018, operations at our two Florida Keys RV Properties - Fiesta Key and Sunshine Key - were interrupted and have been designated as Non-Core Properties. As a result, these two Florida Keys RV Properties were presented as Non-Core Properties for all comparable years 2019 and 2018.
For the year ended December 31, 2019, property operating revenues in our Core Portfolio, excluding deferrals, increased 4.7% and property operating expenses in our Core Portfolio, excluding deferrals and property management, increased 4.4%, from the year ended December 31, 2018, resulting in an increase in income from property operations excluding deferrals and property management of 5.0%.
While we continue to focus on increasing the number of manufactured homeowners in our Core Portfolio, we also believe renting our vacant homes may represent an attractive source of occupancy and potentially convert the renter to a new homebuyer in the future. We continue to expect there to be fluctuations in the sources of occupancy gains depending on local market conditions, availability of vacant sites and success with converting renters to homeowners. Our Core Portfolio average occupancy, including both homeowners and renters, in our MH communities was 95.4% for the year ended December 31, 2019, compared to 95.0% for the same period in 2018. For the year ended December 31, 2019, our Core Portfolio occupancy increased by 401 sites with an increase in homeowner occupancy of 387 sites. In addition to higher occupancy, we have experienced rental rate increases during the year ended December 31, 2019, contributing to a growth of 4.7% in MH rental income compared to the same period in 2018.
We continue to grow RV rental income in our Core Portfolio as a result of our ability to increase rental rates and occupancy. RV rental income in our Core Portfolio for the year ended December 31, 2019 was 4.5% higher than the same period in 2018. Annual, seasonal and transient revenues for the year ended December 31, 2019 increased 6.0%, 4.0% and 0.8%, respectively.
37
Management's Discussion and Analysis (continued)
We continue to experience strong performance in our membership base within our Thousand Trails portfolio. We sold 19,267 TTC memberships and 2,919 membership upgrades for the year ended December 31, 2019, an increase in membership subscriptions and upgrade revenues of 6.8% and 25.8%, respectively, over the same period in 2018. In addition, we activated approximately 22,217 TTC memberships through our RV dealer program.
The following table provides additional details regarding our TTC memberships for the past five years:
2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||
TTC Origination | 41,484 | 37,528 | 31,618 | 29,576 | 25,544 | ||||||||||
TTC Sales | 19,267 | 17,194 | 14,128 | 12,856 | 11,877 | ||||||||||
RV Dealer TTC Activations | 22,217 | 20,334 | 17,490 | 16,720 | 13,667 | ||||||||||
We continue to build on our successful multi-channel marketing campaigns, incorporating social media and advanced marketing analytics. In 2019, we increased our social media fan base to over 650,000. Our customers are increasingly choosing self-service options to complete their transactions with us. Our Core RV transient revenue booked through our website increased 20% and our online sales of TTC memberships increased 27.1% compared to the year ended December 31, 2018.
Demand for our homes and communities remains strong as evidenced by factors including our high occupancy levels. We closed 496 new home sales during the year ended December 31, 2019 compared to 556 new home sales during the year ended December 31, 2018. The decline in new home sales was primarily due to certain areas of our portfolio reaching historically high occupancy levels. We continue to believe renting our vacant homes represents an attractive source of occupancy and an opportunity to convert the renter to a homebuyer in the future.
As of December 31, 2019, we had 3,966 occupied rental homes in our Core MH communities, including 289 homes rented through our Echo JV. Our Core Portfolio income from rental operations, net of depreciation, was $29.9 million for the year ended December 31, 2019 and $28.3 million for the year ended December 31, 2018. Approximately $31.2 million and $30.8 million of rental operations revenue related to Site rental was included in MH base rental income in our Core Portfolio for the years ended December 31, 2019 and 2018, respectively.
Our gross investment in real estate increased $469.5 million to $5,743.0 million as of December 31, 2019 from $5,273.5 million as of December 31, 2018, primarily due to new acquisitions as well as capital improvements during the year ended December 31, 2019.
38
Management's Discussion and Analysis (continued)
Property Acquisitions/Dispositions and Joint Ventures
The following chart lists the Properties acquired or sold from January 1, 2018 through December 31, 2019 and Sites added through expansion opportunities at our existing Properties.
Location | Type of Property | Transaction Date | Sites | ||||||
Total Sites as of January 1, 2018 (1) (2) | 151,300 | ||||||||
Acquisition Properties: | |||||||||
Kingswood | Riverview, Florida | MH | March 8, 2018 | 229 | |||||
Serendipity | Clearwater, Florida | MH | March 15, 2018 | 425 | |||||
Holiday Travel Park | Holiday, Florida | RV | April 20, 2018 | 613 | |||||
Everglades Lakes | Fort Lauderdale, Florida | MH | July 20, 2018 | 612 | |||||
Sunseekers RV Resort | North Fort Myers, Florida | RV | September 21, 2018 | 241 | |||||
Timber Creek RV Resort | Westerly, Rhode Island | RV | November 20, 2018 | 364 | |||||
Palm Lake | Riviera Beach, Florida | MH | December 13, 2018 | 915 | |||||
King Nummy Trail Campground | Cape May Court House, New Jersey | RV | December 20, 2018 | 313 | |||||
Drummer Boy Camping Resort | Gettysburg, Pennsylvania | RV | March 25, 2019 | 465 | |||||
Lake of the Woods Campground | Wautoma, Wisconsin | RV | March 25, 2019 | 303 | |||||
Round Top RV Campground | Gettysburg, Pennsylvania | RV | April 10, 2019 | 391 | |||||
White Oak Shores Camping and RV Resort | Stella, North Carolina | RV | May 29, 2019 | 455 | |||||
Expansion Site Development: | |||||||||
Sites added (reconfigured) in 2018 | 419 | ||||||||
Sites added (reconfigured) in 2019 | 891 | ||||||||
Dispositions: | |||||||||
Hoosier Estates | Lebanon, Indiana | MH | January 23, 2019 | (288 | ) | ||||
Lake in the Hills | Auburn Hills, Michigan | MH | January 23, 2019 | (238 | ) | ||||
North Glen Village | Westfield, Indiana | MH | January 23, 2019 | (282 | ) | ||||
Oak Tree Village | Portage, Indiana | MH | January 23, 2019 | (361 | ) | ||||
Swan Creek | Ypsilanti, Michigan | MH | January 23, 2019 | (294 | ) | ||||
Total Sites as of December 31, 2019 (2) | 156,500 | ||||||||
_____________________
(1) | Includes the marina slips from the acquisition of the remaining interest in our joint venture investment of 11 marinas in Florida. |
(2) | Sites are approximate. |
39
Management's Discussion and Analysis (continued)
Markets
The following table identifies our largest markets by number of Sites and provides information regarding our Properties (excluding six Properties owned through our Joint Ventures).
Major Market | Total Sites | Number of Properties | Percent of Total Sites | Percent of Total Property Operating Revenue (1) | ||||||||
Florida | 59,537 | 141 | 38.9 | % | 43.5 | % | ||||||
Northeast | 20,307 | 55 | 13.3 | % | 11.3 | % | ||||||
Arizona | 16,363 | 40 | 10.7 | % | 9.5 | % | ||||||
California | 13,681 | 48 | 8.9 | % | 13.3 | % | ||||||
Midwest | 11,227 | 30 | 7.3 | % | 5.7 | % | ||||||
Southeast | 9,740 | 27 | 6.4 | % | 4.6 | % | ||||||
Texas | 9,195 | 17 | 6.0 | % | 2.8 | % | ||||||
Northwest | 6,131 | 25 | 4.0 | % | 3.4 | % | ||||||
Colorado | 3,445 | 10 | 2.3 | % | 3.4 | % | ||||||
Other | 3,288 | 14 | 2.2 | % | 2.5 | % | ||||||
Total | 152,914 | 407 | 100.0 | % | 100.0 | % | ||||||
_____________________
(1) | Excludes the impact of GAAP deferrals of membership upgrade sales upfront payments and membership sales commissions as well as approximately $7.8 million of property operating revenue not allocated to Properties, which consists primarily of membership upgrade sales. |
Qualification as a REIT
Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a REIT for U.S. federal income tax purposes. We believe we have met the requirements and have qualified for taxation as a REIT, and we plan to continue to meet these requirements. The requirements for qualification as a REIT are highly technical and complex, as they pertain to the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions to our stockholders. Examples include that at least 95% of our gross income must come from sources that are itemized in the REIT tax laws and at least 90% of our REIT taxable income, computed without regard to our deduction for dividends paid and our net capital gain, must be distributed to stockholders annually. If we fail to qualify as a REIT and are unable to correct such failure, we would be subject to U.S. federal income tax at regular corporate rates. Additionally, we could remain disqualified as a REIT for four years following the year we first failed to qualify. Even if we qualify for taxation as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income.
Recent U.S. Federal Income Tax Legislation
On December 22, 2017, H.R. 1, commonly referred to as the Tax Cuts and Jobs Act was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the "Code"). Relevant changes include, but are not limited to the following:
• | a decrease in the federal corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017; |
• | an immediate 100% deduction of the cost of certain capital asset investments (generally excluding real estate assets), subject to a gradual decrease of the deduction percentage over time; |
• | a change in recovery periods for certain real property and building improvements (for example, to 15 years for qualified improvement property under the modified accelerated cost recovery system, and to 30 years (previously 40 years) for residential real property and 20 years (previously 40 years) for qualified improvement property under the alternative depreciation system); |
• | restrictions to the deductibility of interest expense by businesses (generally, to 30% of the business’ adjusted taxable income) except, among others, real property businesses electing out of such restriction; |
• | the use of the less favorable alternative depreciation system to depreciate real property in the event a real property business elects to avoid the interest deduction restriction above; |
• | a limitation on net operating losses generated in 2018 or later to offset more than 80% of a taxpayer's taxable income (prior to the application of the dividends paid deduction); |
• | elimination of the corporate alternative minimum tax; |
• | restriction limiting the benefits of like-kind exchanges that defer capital gains for tax purposes to exchanges of real property; |
• | a reduction to the highest marginal income tax rate for individuals to 37% from 39.6% (excluding, in each case, the 3.8% Medicare tax on net investment income); |
40
Management's Discussion and Analysis (continued)
• | a deduction for individuals equal to 20% of certain income from pass-through entities, including ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income), generally resulting in a maximum effective federal income tax rate applicable to such dividends of 29.6% compared to 37% (excluding, in each case, the 3.8% Medicare tax on net investment income); and |
• | a limitation on certain deductions for individuals, including deductions for state and local income taxes, and eliminates deductions for miscellaneous itemized deductions (including certain investment expenses). |
Many of the provisions in the Tax Cuts and Jobs Act, in particular those affecting individual taxpayers, expire at the end of 2025.
While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Code may have unanticipated effects on us or our stockholders. Many of these changes were effective immediately without any transition periods or grandfathering for existing transactions. The Tax Cuts and Jobs Act lacks clarification with regard to many aspects and is likely subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the U.S. Treasury Department and Internal Revenue Service, any of which could lessen or increase the impact of the Tax Cuts and Jobs Act. In addition, it remains unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.
As a result of the changes to U.S. federal tax laws implemented by the Tax Cuts and Jobs Act, our taxable income and the amount of distributions to our stockholders required in order to maintain our REIT status, and our relative tax advantage as a REIT, may change. The long-term impact of the Tax Cuts and Jobs Act on the overall economy, government revenues, our tenants, us, and the real estate industry cannot be reliably predicted at this stage of the law’s implementation. Based on our initial review and guidance, we do not anticipate a significant impact to our consolidated financial statements. However, there can be no assurance that the Tax Cuts and Jobs Act will not negatively impact our operating results, financial condition and future business operations.
Non-GAAP Financial Measures
Management's discussion and analysis of financial condition and results of operations include certain Non-GAAP financial measures that in management's view of the business are meaningful as they allow investors the ability to understand key operating details of our business both with and without regard to certain accounting conventions or items that may not always be indicative of recurring annual cash flows of the portfolio. These Non-GAAP financial measures as determined and presented by us may not be comparable to similarly titled measures reported by other companies, and include income from property operations and Core Portfolio, FFO, Normalized FFO and income from rental operations, net of depreciation.
We believe investors should review income from property operations and Core Portfolio, FFO, Normalized FFO and income from rental operations, net of depreciation, along with GAAP net income and cash flows from operating activities, investing activities and financing activities, when evaluating an equity REIT's operating performance. A discussion of income from property operations and Core Portfolio, FFO, Normalized FFO and Income from rental operations, net of depreciation and a reconciliation to net income are included below.
Income from Property Operations and Core Portfolio
We use income from property operations, income from property operations, excluding deferrals and property management, and Core Portfolio income from property operations, excluding deferrals and property management, as alternative measures to evaluate the operating results of our Properties. Income from property operations represents rental income, membership subscriptions and upgrade sales, utility and other income less property and rental home operating and maintenance expenses, real estate taxes, sales and marketing expenses and property management expenses. Income from property operations, excluding deferrals and property management, represents income from property operations excluding property management expenses and the impact of the GAAP deferrals of membership upgrade sales upfront payments and membership sales commissions, net. For comparative purposes, we present bad debt expense within Property operating, maintenance and real estate taxes in the current and prior periods.
Our Core Portfolio consists of our Properties owned and operated since January 1, 2018. Core Portfolio income from property operations, excluding deferrals and property management, is useful to investors for annual comparison as it removes the fluctuations associated with acquisitions, dispositions and significant transactions or unique situations. Our Non-Core Portfolio includes all Properties that were not owned and operated during all of 2018 and 2019, including Fiesta Key and Sunshine Key RV communities.
41
Management's Discussion and Analysis (continued)
Funds from Operations ("FFO") and Normalized Funds from Operations ("Normalized FFO")
We define FFO as net income, computed in accordance with GAAP, excluding gains or losses from sales of properties, depreciation and amortization related to real estate, impairment charges and adjustments to reflect our share of FFO of unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis. We compute FFO in accordance with our interpretation of standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do. We receive non-refundable upfront payments from membership upgrade contracts. In accordance with GAAP, the non-refundable upfront payments and related commissions are deferred and amortized over the estimated membership upgrade contract term. Although the NAREIT definition of FFO does not address the treatment of non-refundable upfront payments, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.
We define Normalized FFO as FFO excluding the following non-operating income and expense items: a) gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs, and b) other miscellaneous non-comparable items. Normalized FFO presented herein is not necessarily comparable to Normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount.
We believe that FFO and Normalized FFO are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of gains or losses from sales of properties, depreciation and amortization related to real estate and impairment charges, which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences not related to our operations. For example, we believe that excluding the early extinguishment of debt and other miscellaneous non-comparable items from FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.
Income from Rental Operations, Net of Depreciation
We use income from rental operations, net of depreciation, as an alternative measure to evaluate the operating results of our home rental program. Income from rental operations, net of depreciation, represents income from rental operations less depreciation expense on rental homes. We believe this measure is meaningful for investors as it provides a complete picture of the home rental program operating results including the impact of depreciation, which affects our home rental program investment decisions.
Our definitions and calculations of these Non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These Non-GAAP financial and operating measures do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flows 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.
42
Management's Discussion and Analysis (continued)
The following table reconciles net income available for Common Stockholders to income from property operations for the years ended December 31, 2019, 2018 and 2017:
Total Portfolio | ||||||||||||
(amounts in thousands) | 2019 | 2018 | 2017 | |||||||||
Computation of Income from Property Operations: | ||||||||||||
Net income available for Common Stockholders | $ | 279,123 | $ | 212,596 | $ | 189,904 | ||||||
Redeemable preferred stock dividends | 16 | 16 | 7,685 | |||||||||
Income allocated to non-controlling interests – Common OP Units | 16,783 | 13,774 | 12,788 | |||||||||
Equity in income of unconsolidated joint ventures | (8,755 | ) | (4,939 | ) | (3,765 | ) | ||||||
Income before equity in income of unconsolidated joint ventures | 287,167 | 221,447 | 206,612 | |||||||||
Gain on sale of real estate, net | (52,507 | ) | — | — | ||||||||
Total other expenses, net | 279,633 | 264,073 | 246,551 | |||||||||
Income from home sales operations and other | 1,349 | 1,922 | 599 | |||||||||
Income from property operations | $ | 515,642 | $ | 487,442 | $ | 453,762 | ||||||
The following table presents a calculation of FFO available for Common Stock and OP Unitholders and Normalized FFO available for Common Stock and OP Unitholders for the years ended December 31, 2019, 2018 and 2017:
(amounts in thousands) | 2019 | 2018 | 2017 | ||||||||
Computation of FFO and Normalized FFO: | |||||||||||
Net income available for Common Stockholders | $ | 279,123 | $ | 212,596 | $ | 189,904 | |||||
Income allocated to non-controlling interests – Common OP Units | 16,783 | 13,774 | 12,788 | ||||||||
Membership upgrade sales upfront payments, deferred, net (1) | 10,451 | 7,380 | 4,108 | ||||||||
Membership sales commissions, deferred, net | (1,219 | ) | (813 | ) | (354 | ) | |||||
Depreciation and amortization | 152,110 | 137,209 | 123,686 | ||||||||
Depreciation on unconsolidated joint ventures | 1,223 | 1,816 | 1,533 | ||||||||
Gain on sale of real estate, net | (52,507 | ) | — | — | |||||||
FFO available for Common Stock and OP Unit holders | 405,964 | 371,962 | 331,665 | ||||||||
Insurance proceeds due to catastrophic weather event and other, net (2) | (6,205 | ) | (5,125 | ) | 757 | ||||||
Early debt retirement | 2,085 | 1,071 | 2,785 | ||||||||
Transaction costs (3) | — | — | 724 | ||||||||
Normalized FFO available for Common Stock and OP Unit holders | $ | 401,844 | $ | 367,908 | $ | 335,931 | |||||
Weighted average Common Shares outstanding—Fully Diluted | 191,995 | 190,110 | 186,850 | ||||||||
(1) | We adopted ASU 2014-09, Revenue from Contracts with Customers, and all related amendments, effective January 1, 2018. As of the adoption date, non-refundable upfront payments related to membership upgrade sales are recognized on a straight-line basis over 20 years to reflect our current estimated customer life for the majority of our upgrade contracts. Results for reporting periods beginning after January 1, 2018 have been presented under ASU 2014-09, while prior period amounts were not adjusted and continued to be reported under the previous accounting standards. |
(2) | Represents insurance recovery revenue from reimbursement of capital expenditures related to Hurricane Irma. Additionally, there was $1.6 million related to the settlement of a previously disclosed civil investigation by certain California district attorneys for the year ended December 31, 2018. |
(3) | We adopted ASU 2017-01, Business Combinations, effective January 1, 2018. All acquisitions completed subsequent to January 1, 2018 were determined to be asset acquisitions and, as such, the related transaction costs were capitalized. Transaction costs recorded in 2017 acquisitions were included in general and administrative on the Consolidated Statements of Income and Comprehensive Income. |
43
Management's Discussion and Analysis (continued)
Results of Operations
This section discusses the comparison of our results of operations for the years ended December 31, 2019 and December 31, 2018. For the comparison of our results of operations for the years ended December 31, 2018 and December 31, 2017 and discussion of our operating activities, investing activities and financing activities for these years, refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 26, 2019.
Income from Property Operations
The following table summarizes certain financial and statistical data for our Core Portfolio and total portfolio.
Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||
(amounts in thousands) | 2019 | 2018 | Variance | % Change | 2019 | 2018 | Variance | % Change | |||||||||||||||||||||
MH base rental income | $ | 531,895 | $ | 505,278 | $ | 26,617 | 5.3 | % | $ | 547,633 | $ | 518,252 | $ | 29,381 | 5.7 | % | |||||||||||||
Rental home income | 14,816 | 13,137 | 1,679 | 12.8 | % | 14,934 | 14,329 | 605 | 4.2 | % | |||||||||||||||||||
RV and marina base rental income (1) | 243,888 | 233,348 | 10,540 | 4.5 | % | 269,909 | 239,906 | 30,003 | 12.5 | % | |||||||||||||||||||
Annual membership subscriptions | 50,978 | 47,769 | 3,209 | 6.7 | % | 51,015 | 47,778 | 3,237 | 6.8 | % | |||||||||||||||||||
Membership upgrades sales current period, gross | 19,111 | 15,191 | 3,920 | 25.8 | % | 19,111 | 15,191 | 3,920 | 25.8 | % | |||||||||||||||||||
Utility and other income | 90,546 | 93,541 | (2,995 | ) | (3.2 | )% | 93,987 | 100,562 | (6,575 | ) | (6.5 | )% | |||||||||||||||||
Property operating revenues, excluding deferrals | 951,234 | 908,264 | 42,970 | 4.7 | % | 996,589 | 936,018 | 60,571 | 6.5 | % | |||||||||||||||||||
Property operating and maintenance | 314,208 | 304,070 | 10,138 | 3.3 | % | 331,682 | 313,003 | 18,679 | 6.0 | % | |||||||||||||||||||
Real estate taxes | 58,664 | 54,281 | 4,383 | 8.1 | % | 62,338 | 55,892 | 6,446 | 11.5 | % | |||||||||||||||||||
Rental home operating and maintenance | 5,562 | 6,463 | (901 | ) | (13.9 | )% | 5,603 | 6,836 | (1,233 | ) | (18.0 | )% | |||||||||||||||||
Sales and marketing, gross | 15,583 | 12,542 | 3,041 | 24.2 | % | 15,583 | 12,542 | 3,041 | 24.2 | % | |||||||||||||||||||
Property operating expenses, excluding deferrals and property management | 394,017 | 377,356 | 16,661 | 4.4 | % | 415,206 | 388,273 | 26,933 | 6.9 | % | |||||||||||||||||||
Income from property operations, excluding deferrals and property management (2) | 557,217 | 530,908 | 26,309 | 5.0 | % | 581,383 | 547,745 | 33,638 | 6.1 | % | |||||||||||||||||||
Property management | 56,509 | 53,736 | 2,773 | 5.2 | % | 56,509 | 53,736 | 2,773 | 5.2 | % | |||||||||||||||||||
Income from property operations, excluding deferrals (2) | 500,708 | 477,172 | 23,536 | 4.9 | % | 524,874 | 494,009 | 30,865 | 6.2 | % | |||||||||||||||||||
Membership upgrade sales upfront payments and membership sales commission, deferred, net | 9,232 | 6,567 | 2,665 | 40.6 | % | 9,232 | 6,567 | 2,665 | 40.6 | % | |||||||||||||||||||
Income from property operations (2) | $ | 491,476 | $ | 470,605 | $ | 20,871 | 4.4 | % | $ | 515,642 | $ | 487,442 | $ | 28,200 | 5.8 | % | |||||||||||||
_____________________
(1) | Marina rental income has been included in our Non-Core Portfolio since the acquisition of the remaining interest in a joint venture investment of 11 marinas in Florida on September 10, 2019. |
(2) | See Non-GAAP Financial Measures section of the Management Discussion and Analysis for definitions and reconciliations of these Non-GAAP measures to Net Income available to Common Shareholders. |
Total portfolio income from property operations for 2019 increased $28.2 million, or 5.8%, from 2018, driven by an increase of $20.9 million, or 4.4%, from our Core Portfolio and an increase of $7.3 million from our Non-Core Portfolio. The increase in income from property operations from our Core Portfolio was primarily due to an increase in MH base rental income and RV base rental income, partially offset by an increase in property operating expenses. The increase in income from property operations from our Non-Core Portfolio was driven by $12.8 million from our acquisition properties. This was partially offset by a decrease of $5.5 million from the sale of five all-age MH communities located in Indiana and Michigan during the first quarter of 2019.
Property Operating Revenues
MH base rental income in our Core Portfolio for 2019 increased $26.6 million, or 5.3%, from 2018, which reflects 4.7% growth from rate increases and 0.6% growth from occupancy gains. The average monthly base rental income per Site in our Core portfolio increased to approximately $667 in 2019 from approximately $638 in 2018. The average occupancy in our Core Portfolio increased to 95.4% in 2019 from 95.0% in 2018.
44
Management's Discussion and Analysis (continued)
RV base rental income in our Core Portfolio for 2019 increased $10.5 million, or 4.5%, from 2018, primarily due to increased rental rates. Resort base rental income was comprised of the following:
Core Portfolio | Total Portfolio | ||||||||||||||||||||||||||||
(amounts in thousands) | 2019 | 2018 | Variance | % Change | 2019 | 2018 | Variance | % Change | |||||||||||||||||||||
Annual | $ | 154,354 | $ | 145,649 | $ | 8,705 | 6.0 | % | $ | 168,976 | $ | 148,095 | $ | 20,881 | 14.1 | % | |||||||||||||
Seasonal | 37,702 | 36,260 | 1,442 | 4.0 | % | 41,474 | 37,674 | 3,800 | 10.1 | % | |||||||||||||||||||
Transient | 51,832 | 51,439 | 393 | 0.8 | % | 59,459 | 54,137 | 5,322 | 9.8 | % | |||||||||||||||||||
Resort and marina base rental income (1) | $ | 243,888 | $ | 233,348 | $ | 10,540 | 4.5 | % | $ | 269,909 | $ | 239,906 | $ | 30,003 | 12.5 | % | |||||||||||||
_____________________
(1) | Marina rental income has been included in our Non-Core Portfolio following the acquisition of the remaining interest in our joint venture investment of 11 marinas in Florida on September 10, 2019. |
Utility and other income in our Core Portfolio for 2019 decreased $3.0 million, or 3.2%, from 2018, primarily due to insurance proceeds. Other income in 2018 included insurance proceeds of $5.8 million related to various storm events, including hurricanes and flooding. These were partially offset by insurance proceeds of $1.4 million related to California floods received in 2019 and an increase of $1.8 million in utility income in 2019.
Property Operating Expenses
Property operating expenses, excluding deferrals and property management, in our Core Portfolio for 2019 increased $16.7 million, or 4.4%, from 2018. The increase was primarily due to an increase in property operating and maintenance expenses of $10.1 million, driven by an increase in property payroll of $3.0 million as a result of salary increases, an increase in utility expense of $2.6 million from increased electric and trash expenses and an increase in repairs and maintenance expense of $2.3 million. Higher costs in landscaping, sewer and water systems maintenance and security guard expenses in 2019 were partially offset by Hurricane Irma clean up costs of $2.2 million recorded during the first quarter of 2018.
Home Sales and Other
The following table summarizes certain financial and statistical data for our Home Sales and Other Operations.
(amounts in thousands, except home sales volumes) | 2019 | 2018 | Variance | % Change | ||||||||||
Gross revenue from new home sales (1) | $ | 27,434 | $ | 27,833 | $ | (399 | ) | (1.4 | )% | |||||
Cost of new home sales (1) | 26,381 | 27,220 | (839 | ) | (3.1 | )% | ||||||||
Gross profit from new home sales | 1,053 | 613 | 440 | 71.8 | % | |||||||||
Gross revenue from used home sales | 7,221 | 8,231 | (1,010 | ) | (12.3 | )% | ||||||||
Cost of used home sales | 8,715 | 10,255 | (1,540 | ) | (15.0 | )% | ||||||||
Loss from used home sales | (1,494 | ) | (2,024 | ) | 530 | 26.2 | % | |||||||
Brokered resale revenue and ancillary services revenue, net | 3,493 | 3,584 | (91 | ) | (2.5 | )% | ||||||||
Home selling expenses | 4,401 | 4,095 | 306 | 7.5 | % | |||||||||
Loss from home sales and other operations | $ | (1,349 | ) | $ | (1,922 | ) | $ | 573 | 29.8 | % | ||||
Home sales volumes: | ||||||||||||||
New home sales (2) | 496 | 556 | (60 | ) | (10.8 | )% | ||||||||
New Home Sales Volume - ECHO JV | 65 | 100 | (35 | ) | (35.0 | )% | ||||||||
Used home sales | 827 | 1,091 | (264 | ) | (24.2 | )% | ||||||||
Brokered home resales | 868 | 852 | 16 | 1.9 | % | |||||||||
__________________________
(1) | New home sales gross revenue and costs of new home sales did not include the revenue and costs associated with our ECHO JV. |
(2) | Total new home sales volume included home sales from our ECHO JV. |
Loss from home sales and other operations was $1.3 million for 2019, compared to loss from home sales operations and other of $1.9 million for 2018. The decrease in loss from home sales operations and other was due to higher profit from new home sales and reduced loss from used home sales, partially offset by higher home selling expenses.
45
Management's Discussion and Analysis (continued)
Rental Operations
The following table summarizes certain financial and statistical data for our MH Rental Operations.
(amounts in thousands, except rental unit volumes) | 2019 | 2018 | Variance | % Change | ||||||||||
Rental operations revenue (1) | $ | 45,974 | $ | 43,994 | $ | 1,980 | 4.5 | % | ||||||
Rental home operating and maintenance | 5,562 | 6,463 | (901 | ) | (13.9 | )% | ||||||||
Income from rental operations | 40,412 | 37,531 | 2,881 | 7.7 | % | |||||||||
Depreciation on rental homes (2) | 10,498 | 9,265 | 1,233 | 13.3 | % | |||||||||
Income from rental operations, net of depreciation | $ | 29,914 | $ | 28,266 | $ | 1,648 | 5.8 | % | ||||||
Gross investment in new manufactured home rental units (3) | $ | 226,025 | $ | 158,649 | $ | 67,376 | 42.5 | % | ||||||
Gross investment in used manufactured home rental units | $ | 20,901 | $ | 29,525 | $ | (8,624 | ) | (29.2 | )% | |||||
Net investment in new manufactured home rental units | $ | 190,965 | $ | 136,473 | $ | 54,492 | 39.9 | % | ||||||
Net investment in used manufactured home rental units | $ | 8,961 | $ | 14,508 | $ | (5,547 | ) | (38.2 | )% | |||||
Number of occupied rentals – new, end of period (4) | 3,175 | 2,728 | 447 | 16.4 | % | |||||||||
Number of occupied rentals—used, end of period | 791 | 1,224 | (433 | ) | (35.4 | )% | ||||||||
_____________________
(1) | Consisted of Site rental income and home rental income. Approximately $31.2 million and $30.8 million for the years ended December 31, 2019 and December 31, 2018, respectively, of Site rental income were included in MH base rental income in the Core Portfolio Income from Property Operations table. The remainder of home rental income was included in rental home income in the Core Portfolio Income from Property Operations table. |
(2) | Included in depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income. |
(3) | New home cost basis did not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $16.9 million and $16.2 million at December 31, 2019 and December 31, 2018, respectively. |
(4) | Included 289 and 279 homes rented through our ECHO JV in 2019 and 2018, respectively. |
The increase in income from rental operations, net of depreciation, was primarily due to an increase in the number of new occupied rental units. This was partially offset by a decrease in the number of used occupied rental units.
Other Income and Expenses
The following table summarizes other income and expenses.
(amounts in thousands) | 2019 | 2018 | Variance | % Change | ||||||||||
Depreciation and amortization | $ | (152,110 | ) | $ | (137,209 | ) | $ | (14,901 | ) | (10.9 | )% | |||
Interest income | 7,207 | 7,525 | (318 | ) | (4.2 | )% | ||||||||
Income from other investments, net | 9,528 | 10,842 | (1,314 | ) | (12.1 | )% | ||||||||
General and administrative | (35,679 | ) | (37,684 | ) | 2,005 | 5.3 | % | |||||||
Other expenses | (2,865 | ) | (1,483 | ) | (1,382 | ) | (93.2 | )% | ||||||
Early debt retirement | (1,491 | ) | (1,071 | ) | (420 | ) | (39.2 | )% | ||||||
Interest and related amortization | (104,223 | ) | (104,993 | ) | 770 | 0.7 | % | |||||||
Total other income and expenses, net | $ | (279,633 | ) | $ | (264,073 | ) | $ | (15,560 | ) | (5.9 | )% | |||
Total other income and expenses, net increased $15.6 million in 2019 compared to 2018, primarily due to an increase in depreciation and amortization and other expenses as well as a decrease in income from other investments, net.
46
Management's Discussion and Analysis (continued)
Liquidity and Capital Resources
Liquidity
Our primary demands for liquidity include payment of operating expenses, dividend distributions, debt service, including principal and interest, capital improvements on Properties, homes purchases and property acquisitions. We expect similar demand for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured Line of Credit ("LOC") and proceeds from issuance of equity and debt securities.
Our ATM equity offering program allows us to sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $200.0 million. During the year ended December 31, 2019, we sold 1,010,472 shares of our common stock under our ATM equity offering program for gross cash proceeds of approximately $59.3 million at a weighted average share price of $58.71. As of December 31, 2019, there was $140.7 million available for issuance under our ATM equity program.
On April 30, 2019, our stockholders approved an amendment to our charter to increase the number of shares of our common stock that we are authorized to issue from 200,000,000 to 400,000,000 shares. As of December 31, 2019, we have available liquidity in the form of approximately 217.9 million shares of authorized and unissued common stock and 10.0 million shares of authorized and unissued preferred stock registered for sale under the Securities Act of 1933, as amended.
When investing capital, we consider all potential uses of the capital, including returning capital to our stockholders. Our Board of Directors periodically reviews the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, other opportunities and capital requirements.
One of our stated objectives is to maintain financial flexibility. Achieving this objective allows us to take advantage of strategic opportunities that may arise. We believe effective management of our balance sheet, including maintaining various access points to raise capital, managing future debt maturities and borrowing at competitive rates, enables us to meet this objective. Accessing long-term low-cost secured debt continues to be our focus. The result of our 2019 efforts included a reduction of our weighted average rate from 4.31% to 4.24%. Additionally, as of December 31, 2019, 32.2% of our outstanding debt is fully amortizing.
We also utilize interest rate swaps to add stability to our interest expense and to manage our exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of the designated derivative are recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings. For additional information regarding our interest rate swap, see Item 8. Financial Statements and Supplementary Data—Note 10. Derivative Instruments and Hedging Activities.
We expect to meet our short-term liquidity requirements, including principal payments, capital improvements and dividend distributions for the next twelve months, generally through available cash, net cash provided by operating activities and our LOC. As of December 31, 2019, our LOC has a remaining borrowing capacity of $240.0 million with the option to increase the borrowing capacity by $200.0 million, subject to certain conditions. The LOC bears interest at a rate of LIBOR plus 1.10% to 1.55%, requires an annual facility fee of 0.15% to 0.35% and matures on October 27, 2021.
We expect to meet certain long-term liquidity requirements, such as scheduled debt maturities, property acquisitions and capital improvements using long-term collateralized and uncollateralized borrowings including the issuance of debt securities or the issuance of equity under our ATM equity offering program.
For information regarding our debt activities and related borrowing arrangements, see Item 8. Financial Statements and Supplementary Data—Note 9. Borrowing Arrangements.
47
Management's Discussion and Analysis (continued)
The following table summarizes our cash flows activity:
For the years ended December 31, | ||||||||||||
(amounts in thousands) | 2019 | 2018 | 2017 | |||||||||
Net cash provided by operating activities | $ | 443,520 | $ | 414,084 | $ | 377,987 | ||||||
Net cash used in investing activities | (352,089 | ) | (398,065 | ) | (305,355 | ) | ||||||
Net cash provided by (used in) financing activities | (131,545 | ) | 17,324 | (98,796 | ) | |||||||
Net increase (decrease) in cash and restricted cash | $ | (40,114 | ) | $ | 33,343 | $ | (26,164 | ) | ||||
Operating Activities
Net cash provided by operating activities increased $29.4 million to $443.5 million for the year ended December 31, 2019 from $414.1 million for the year ended December 31, 2018. The overall increase in net cash provided by operating activities was primarily due to an increase in income from property operations of $28.2 million. The increase in rents and other customer payments received in advance and security deposits was offset by the payment of $4.2 million in 2019 related to the 2016 Long-Term Cash Incentive Plan Award.
Investing Activities
Net cash used in investing activities decreased $46.0 million to $352.1 million for the year ended December 31, 2019 from $398.1 million for the year ended December 31, 2018. The decrease in net cash used in investing activities was primarily due to proceeds received of $77.7 million as a result of the sale of five all-age MH properties during the first quarter of 2019 and a decrease in real estate acquisitions of $48.7 million for 2019 compared to 2018. The decrease in net cash used in investing activities was partially offset by an increase in capital improvements of $76.4 million.
Capital improvements
The table below summarizes capital improvements:
For the years ended December 31, | ||||||||||||
(amounts in thousands) | 2019 | 2018 | 2017 | |||||||||
Recurring capital expenditures (1) | $ | 52,159 | $ | 44,829 | $ | 39,833 | ||||||
Property upgrades and development (2) | 59,324 | 46,161 | 34,690 | |||||||||
New home investments (3) (4) | 138,740 | 84,195 | 45,640 | |||||||||
Used home investments (4) | 2,904 | 3,412 | 4,298 | |||||||||
Total property improvements | 253,127 | 178,597 | 124,461 | |||||||||
Corporate | 4,866 | 3,025 | 1,589 | |||||||||
Total capital improvements | $ | 257,993 | $ | 181,622 | $ | 126,050 | ||||||
_____________________
(1) | Primarily comprised of common area, utility infrastructure and mechanical improvements. |
(2) | Includes $2.5 million and $15.0 million of restoration and improvement capital expenditures related to Hurricane Irma for the years ended December 31, 2019 and December 31, 2018, respectively. |
(3) | Excludes new home investments associated with our ECHO JV. |
(4) | Net proceeds from new and used home sale activities are reflected within Operating Activities. |
Financing Activities
Net cash used in financing activities was $131.5 million for the year ended December 31, 2019. Net cash provided by financing activities for the year ended December 31, 2018 was $17.3 million. The increase in net cash used in financing activities was primarily due to increased distributions of $26.6 million. Additionally, there were lower proceeds in 2019 from net mortgage activity of $297.5 million and the sale of common stock under our ATM equity program of $19.4 million. These were partially offset by net increased borrowing of $190.0 million on our LOC during 2019.
48
Management's Discussion and Analysis (continued)
Contractual Obligations
As of December 31, 2019, we were subject to certain contractual payment obligations as described in the following table:
(amounts in thousands) | Total (1) | 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | |||||||||||||||||||||
Long Term Borrowings (2) | $ | 2,271,306 | $ | 102,942 | $ | 218,780 | $ | 187,653 | $ | 341,796 | $ | 60,856 | $ | 1,359,279 | ||||||||||||||
Interest Expense (3) | 805,828 | 95,113 | 88,245 | 77,274 | 65,071 | 58,413 | 421,712 | |||||||||||||||||||||
LOC Maintenance Fee (4) | 1,110 | 612 | 498 | — | — | — | — | |||||||||||||||||||||
Ground Leases (5) | 11,429 | 1,949 | 1,949 | 1,479 | 534 | 534 | 4,984 | |||||||||||||||||||||
Office and Other Leases | 7,698 | 3,095 | 2,469 | 782 | 552 | 368 | 432 | |||||||||||||||||||||
Total Contractual Obligations | $ | 3,097,371 | $ | 203,711 | $ | 311,941 | $ | 267,188 | $ | 407,953 | $ | 120,171 | $ | 1,786,407 | ||||||||||||||
Weighted average interest rates - Long Term Borrowings | 4.23 | % | 4.27 | % | 4.22 | % | 4.15 | % | 4.18 | % | 4.21 | % | 4.24 | % | ||||||||||||||
_____________________
(1) | We do not include insurance, property taxes and cancelable contracts in the contractual obligations table. |
(2) | Balances exclude note premiums of $1.1 million and unamortized deferred financing costs of $24.0 million. Balances represent debt maturing and scheduled periodic payments on the Consolidated Balance Sheets. |
(3) | Amounts include interest expected to be incurred on our secured and unsecured debt based on obligations outstanding as of December 31, 2019. |
(4) | As of December 31, 2019, assumes we will not exercise our one-year extension option on October 27, 2021 and assumes we will maintain our current leverage ratios as defined by the LOC. |
(5) | Amounts represent minimum future rental payments for land under non-cancelable operating leases at certain of our Properties expiring at various years through 2054. We operate and manage Westwinds and Nicholson Plaza located in San Jose, California pursuant to ground leases that expire on August 31, 2022 and do not contain extension options. Minimum future rental payments for these Properties in 2020, 2021 and 2022 are approximately $1.4 million, $1.4 million and $0.9 million, respectively. |
We believe that we will be able to refinance our maturing debt obligations on a secured or unsecured basis; however, to the extent we are unable to refinance our debt as it matures, we believe that we will be able to repay such maturing debt through available cash as well as operating cash flows, asset sales and/or the proceeds from equity issuances. With respect to any refinancing of maturing debt, our future cash flow requirements could be impacted by significant changes in interest rates or other debt terms, including required amortization payments. As of December 31, 2019, approximately 32.2% of our outstanding debt is fully amortizing.
Westwinds
The Operating Partnership operates and manages Westwinds, a 720 site mobilehome community, and Nicholson Plaza, an adjacent shopping center, both located in San Jose, California pursuant to ground leases that expire on August 31, 2022 and do not contain extension options. Westwinds provides affordable, rent-controlled homes to numerous residents, including families with children and residents over 65 years of age. For the year ended December 31, 2019, Westwinds and Nicholson Plaza generated approximately $5.8 million of net operating income.
The master lessor of these ground leases, The Nicholson Family Partnership (together with its predecessor in interest, the “Nicholsons”), has expressed a desire to redevelop Westwinds, and in a written communication, they claimed that we were obligated to deliver the property free and clear of any and all subtenancies upon the expiration of the ground leases on August 31, 2022. In connection with any redevelopment, the City of San Jose’s conversion ordinance requires, among other things, that the landowner provide relocation, rental and purchase assistance to the impacted residents. We believe the Nicholsons are unlawfully attempting to impose those obligations upon the Operating Partnership.
Westwinds opened in the 1970s and was developed by the original ground lessee with assistance from the Nicholsons. In 1997, the Operating Partnership acquired the leasehold interest in the ground leases. In addition to rent based on the operations of Westwinds, the Nicholsons receive a percentage of gross revenues from the sale of new or used mobile homes in Westwinds.
The Operating Partnership has entered into subtenancy agreements with the mobilehome residents of Westwinds. Because the ground leases with the Nicholsons have an expiration date of August 31, 2022, and no further right of extension, the Operating Partnership has not entered into any subtenancy agreements that extend beyond August 31, 2022. However, the mobilehome residents’ occupancy rights continue by operation of California state and San Jose municipal law beyond the expiration date of the ground leases. Notwithstanding this, the Nicholsons’ have made what we believe to be an unlawful demand that the Operating Partnership deliver the property free and clear of any subtenancies upon the expiration of the ground leases by August 31, 2022. We believe the Nicholsons’ demand (i) violates California state and San Jose municipal law because the Nicholsons are demanding that the Operating Partnership remove all residents without just cause and (ii) conflicts with the terms and conditions of the ground leases, which contain no express or implied requirement that the Operating Partnership deliver the property free and clear of all
49
Management's Discussion and Analysis (continued)
subtenancies at the mobile home park and require, instead, that the Operating Partnership continuously operate the mobilehome park during the lease term.
On December 30, 2019, the Operating Partnership filed a complaint in California Superior Court for Santa Clara County, seeking declaratory relief pursuant to which it requested that the Court determine, among other things, that the Operating Partnership has no obligation to deliver the property free and clear of the mobilehome residents upon the expiration of the ground leases. The Operating Partnership filed an amended complaint on January 29, 2020.
The Nicholsons filed a demand for arbitration on January 28, 2020, which they amended on February 21, 2020, pursuant to which they request a declaration that the Operating Partnership, as the “owner and manager” of Westwinds, is “required by the Ground Leases, and State and local law to deliver the Property free of any encumbrances or third-party claims at the expiration of the lease terms,” and that the Operating Partnership anticipatorily breached the ground leases by publicly repudiating any such obligation. On February 3, 2020, the Nicholsons filed a motion in California Superior Court to compel arbitration and to stay the litigation, which motion is scheduled to be heard on March 24, 2020.
Following the filing of our lawsuit, the City of San Jose has taken steps to accelerate the passage of a general plan amendment previously under review by the City to change the designation for Westwinds from its current general plan designation of Urban Residential (which would allow for higher density redevelopment), to a newly created designation of Mobile Home Park. In addition to requirements imposed by California state and San Jose municipal law, the change in designation would require, among other things, a further amendment to the general plan to a different land use designation by the City Council prior to any change in use. The Nicholsons have expressed opposition to this change in designation, and the matter is scheduled to be heard by the City Council on March 10, 2020.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. Actual results could differ from these estimates.
For additional information regarding our significant accounting policies, see Item 8. Financial Statements and Supplementary Data—Note 2. Summary of Significant Accounting Policies.
Impairment of Long-Lived Assets
We review our Properties for impairment whenever events or changes in circumstances indicate that the carrying value of the Property may not be recoverable. The economic performance and value of our real estate investments could be adversely impacted by many factors including factors outside of our control. We consider impairment indicators including, but not limited to, the following:
•national, regional and/or local economic conditions;
•competition from MH and RV communities and other housing options;
•changes in laws and governmental regulations and the related costs of compliance;
•changes in market rental rates or occupancy; and
•physical damage or environmental indicators.
Any adverse changes in these factors could cause an impairment in our assets, including our investment in real estate and development projects in progress.
If an impairment indicator exists related to a long-lived asset, the expected future undiscounted cash flows are compared against the carrying amount of that asset. Forecasting cash flows requires us to make estimates and assumptions on various inputs including, but not limited to, rental revenue and expense growth rates, occupancy, levels of capital expenditure and capitalization rates. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the carrying amount in excess of the estimated fair value.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity or capital resources.
50
Management's Discussion and Analysis (continued)
Inflation
Substantially all of the leases at our MH communities allow for monthly or annual rent increases which provide us with the ability to increase rent, where justified by the market. Such types of leases generally minimize our risks of inflation. In addition, rental rates for our annual RV and marina Sites are established on an annual basis. Our membership subscriptions generally provide for an annual dues increase, but dues may be frozen under the terms of certain contracts if the customer is over 61 years old. Currently, 23.0% of our dues are frozen.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary market risk exposure is interest rate changes primarily as a result of our long-term debt that is used to maintain liquidity and fund our operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows. To achieve our objectives, we borrow primarily at fixed rates, and in some cases variable rates. With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposure that may adversely impact future cash flows and by evaluating hedging opportunities.
The primary market risk related to our long-term indebtedness is our ability to refinance maturing debt. The fair value of our long-term debt obligations is affected by changes in market interest rates with scheduled maturities from 2020 to 2041, which minimizes the market risk until the debt matures. As of December 31, 2019, we had $48.3 million short-term, secured debt outstanding. In addition, 32.2% of our outstanding debt is fully amortizing, further reducing the risk related to increased interest rates. For each increase in interest rates of 1.0% (or 100 basis points), the fair value of the total outstanding secured debt would decrease by approximately $251.4 million. For each decrease in interest rates of 1.0% (or 100 basis points), the fair value of the total outstanding debt would increase by approximately $286.8 million. However, if interest rates were to increase or decrease by 1.0%, there would be no effect on our interest expense or cash flows as all of our outstanding debt has either fixed interest rates or variables rates subject to cash flows hedges.
Our $200.0 million senior unsecured term loan, which commenced on October 27, 2017, has variable rates based on LIBOR plus 1.20% to 1.90% per annum. We entered into an interest rate swap, which secured the underlying LIBOR at 1.85% per annum for the first three years, maturing on November 1, 2020. For additional information, see Item 8. Financial Statements and Supplementary Data—Note 9. Borrowing Arrangements and Note 10. Derivative Instruments and Hedging Activities.
51
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 and may include without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
• | our ability to control costs and real estate market conditions, our ability to retain customers, the actual use of Sites by customers and our success in acquiring new customers at our Properties (including those that we may acquire); |
• | our ability to maintain historical or increase future rental rates and occupancy with respect to properties currently owned or that we may acquire; |
• | our ability to attract and retain customers entering, renewing and upgrading membership subscriptions; |
• | our assumptions about rental and home sales markets; |
• | our ability to manage counter-party risk; |
• | our ability to renew our insurance policies at existing rates and on consistent terms; |
• | in the age-qualified Properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility; |
• | results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing; |
• | impact of government intervention to stabilize site-built single-family housing and not manufactured housing; |
• | effective integration of recent acquisitions and our estimates regarding the future performance of recent acquisitions; |
• | the completion of future transactions in their entirety, if any, and timing and effective integration with respect thereto; |
• | unanticipated costs or unforeseen liabilities associated with recent acquisitions; |
• | ability to obtain financing or refinance existing debt on favorable terms or at all; |
• | the effect of interest rates; |
• | the effect from any breach of our, or any of our vendor's, data management systems; |
• | the dilutive effects of issuing additional securities; |
• | the outcome of pending or future lawsuits or actions brought against us, including those disclosed in our filings with the Securities and Exchange Commission; and |
• | other risks indicated from time to time in our filings with the Securities and Exchange Commission. |
These forward-looking statements are based on management's present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
52
Item 8. Financial Statements and Supplementary Data
See Index to Financial Statements and Schedule 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
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), maintains a system of disclosure controls and procedures, designed to provide reasonable assurance that information we are required to disclose in the reports that we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that we will detect or uncover failures to disclose material information otherwise required to be set forth in our periodic reports.
Our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2019. Based on that evaluation as of the end of the period covered by this annual report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and our disclosure of information that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder as of December 31, 2019.
Changes in Internal Control Over Financial Reporting
There were no material changes in our internal control over financial reporting during the year ended December 31, 2019.
Report of Management on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on management's assessment, we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in "Internal Control-Integrated Framework" (2013 framework).
The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by our independent registered public accounting firm, as stated in its report on Page F-4.
Item 9B. Other Information
None.
53
PART III
Items 10 and 11. Directors, Executive Officers and Corporate Governance, and Executive Compensation
The information required by Items 10 and 11 will be contained in the Proxy Statement on Schedule 14A for the 2020 Annual Meeting and is therefore incorporated by reference, and thus Items 10 and 11 have been omitted in accordance with General Instruction G(3) to Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
The following table presents securities authorized for issuance under our equity compensation plans as of December 31, 2019:
Plan Category | Number of securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) | ||||||
Equity compensation plans approved by security holders (1) | 41,500 | $ | 40.65 | 5,664,562 | |||||
Equity compensation plans not approved by security holders (2) | N/A | N/A | 774,579 | ||||||
Total | 41,500 | $ | 40.65 | 6,439,141 | |||||
_____________________
(1) | Represents shares of common stock under our Equity Incentive Plan effective May 13, 2014 (the "2014 Plan"). |
(2) | Represents shares of common stock under our Employee Stock Purchase Plan effective July 1997, as amended and restated in May 2016. Under the Employee Stock Purchase Plan, eligible employees may make contributions which are used to purchase shares of common stock at a purchase price equal to 85% of the lesser of the closing price of a share of common stock on the first or last trading day of the purchase period. Purchases of common stock under the Employee Stock Purchase Plan are made on the first business day of the next month after the close of the purchase period. Under NYSE rules then in effect, stockholder approval was not required for the Employee Stock Purchase Plan because it is a broad-based plan available generally to all employees. |
The information required by Item 403 of Regulation S-K "Security Ownership of Certain Beneficial Owners and Management" required by Item 12 will be contained in the Proxy Statement on Schedule 14A for the 2020 Annual Meeting and is therefore incorporated by reference, and thus has been omitted in accordance with General Instruction G(3) to Form 10-K.
Items 13 and 14. Certain Relationships and Related Transactions, and Director Independence, and Principal Accounting Fees and Services
The information required by Item 13 and 14 will be contained in the Proxy Statement on Schedule 14A for the 2020 Annual Meeting and is therefore incorporated by reference, and thus Items 13 and 14 have been omitted in accordance with General Instruction G(3) to Form 10-K.
54
PART IV
Item 15. Exhibits, Financial Statements Schedules
1. | Financial Statements |
See Index to Financial Statements and Schedule on page F-1 of this Form 10-K.
2. | Financial Statement Schedule |
See Index to Financial Statements and Schedule on page F-1 of this Form 10-K.
3. | Exhibits: |
In reviewing the agreements included as exhibits to this Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
• | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
• | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
• | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
• | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Form 10-K and our other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
3.1(a) | |
3.2(b) | |
3.3(c) | |
3.4(d) | |
3.5(e) | |
4.1(f) | |
4.2* | |
10.1(g) | |
10.2(h) | |
10.3(i) | |
10.4(j) | |
10.5(k) | |
10.6(l) | |
10.8(m) | |
10.10(m) | |
55
10.11(n) | |
10.12(n) | |
10.13(n) | |
10.14(n) | |
10.15(n) | |
10.16(o) | |
10.17(o) | |
14* | |
21* | |
23* | |
31.1* | |
31.2* | |
32.1* | |
32.2* | |
101* | The following materials from Equity LifeStyle Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statements of Cash Flow, and (v) the Notes to Consolidated Financial Statements. |
The following documents are incorporated by reference.
(a) | Included as an exhibit to our Report on Form 8-K dated May 22, 2007 |
(b) | Included as an exhibit to our Report on Form 8-K dated November 26, 2013 |
(c) | Included as an exhibit to our Report on Form 8-K dated August 10, 2007 |
(d) | Included as an exhibit to our Report on Form 8-K dated February 27, 2018 |
(e) | Included as an exhibit to our Report on Form 8-K dated May 2, 2019 |
(f) | Included as an exhibit to our Report on Form S-3 Registration Statement dated May 6, 2009, file No. 333-159014 |
(g) | Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 1996 |
(h) | Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2005 |
(i) | Included as an exhibit to our Report on Form 8-K dated January 2, 2014 |
(j) | Included as Appendix B to our Definitive Proxy Statement dated March 24, 2014, relating to Annual Meeting of Stockholders held on May 13, 2014 |
(k) | Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 2016 |
(l) | Included as an exhibit to our Report on Form 10-K for the year ended December 31, 2006 |
(m) | Included as an exhibit to our Report on Form 10-Q for the quarter ended September 30, 2017 |
(n) | Form of Agreement included as an exhibit to our Report on Form 8-K dated October 26, 2018 |
(o) | Included as an exhibit to our Report on Form 8-K dated May 13, 2014 |
* | Filed herewith |
56
Item 16. Form 10-K Summary
None.
57
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 24, 2020 | By: | /s/ MARGUERITE NADER | |
Marguerite Nader | ||||
President and Chief Executive Officer (Principal Executive Officer) | ||||
Date: | February 24, 2020 | By: | /s/ PAUL SEAVEY | |
Paul Seavey | ||||
Executive Vice President and Chief Financial Officer | ||||
(Principal Financial Officer) | ||||
Date: | February 24, 2020 | By: | /s/ VALERIE HENRY | |
Valerie Henry | ||||
Vice President and Chief Accounting Officer | ||||
(Principal Accounting Officer) | ||||
58
Equity LifeStyle Properties, Inc.—Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ MARGUERITE NADER | President, Chief Executive Officer and Director (Principal Executive Officer) | February 24, 2020 | ||
Marguerite Nader | ||||
/s/ PAUL SEAVEY | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 24, 2020 | ||
Paul Seavey | ||||
/s/ VALERIE HENRY | Vice President and Chief Accounting Officer (Principal Accounting Officer) | February 24, 2020 | ||
Valerie Henry | ||||
/s/ SAMUEL ZELL | Chairman of the Board | February 24, 2020 | ||
Samuel Zell | ||||
/s/ THOMAS HENEGHAN | Vice-Chairman of the Board | February 24, 2020 | ||
Thomas Heneghan | ||||
/s/ ANDREW BERKENFIELD | Director | February 24, 2020 | ||
Andrew Berkenfield | ||||
/s/ PHILIP CALIAN | Director | February 24, 2020 | ||
Philip Calian | ||||
/s/ DAVID CONTIS | Director | February 24, 2020 | ||
David Contis | ||||
/s/ CONSTANCE FREEDMAN | Director | February 24, 2020 | ||
Constance Freedman | ||||
/s/ TAO HUANG | Director | February 24, 2020 | ||
Tao Huang | ||||
/s/ SCOTT PEPPET | Director | February 24, 2020 | ||
Scott Peppet | ||||
/s/ SHELI ROSENBERG | Director | February 24, 2020 | ||
Sheli Rosenberg | ||||
59
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
EQUITY LIFESTYLE PROPERTIES, INC.
Page | ||
Report of Independent Registered Public Accounting Firm | ||
Report of Independent Registered Public Accounting Firm | ||
Consolidated Balance Sheets as of December 31, 2019 and 2018 | ||
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2019, 2018 and 2017 | ||
Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 2018 and 2017 | ||
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 | ||
Notes to Consolidated Financial Statements | ||
Schedule III—Real Estate and Accumulated Depreciation | ||
Note that certain schedules have been omitted, as they are not applicable to us.
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Equity LifeStyle Properties, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Equity LifeStyle Properties, Inc. (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 24, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
Valuation of Investment in Real Estate | |
Description of the Matter | At December 31, 2019, the Company’s net consolidated investment in real estate totaled $4.0 billion. As discussed in Note 2 to the consolidated financial statements, the Company’s investment in real estate is reviewed for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. If an impairment indicator exists related to an investment in real estate that is held and used, the expected future undiscounted cash flows are compared against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the excess, if any, of the carrying amount of the asset over its estimated fair value. Auditing the Company’s evaluation of investment in real estate for impairment was complex and highly subjective. The determination of the undiscounted cash flows for properties where impairment indicators have been identified are sensitive to significant assumptions such as rental revenue and expense growth rates, and capitalization rates used to estimate the property’s residual value, all of which can be affected by expectations about future market conditions, customer demand, and competition, as well as the Company’s intent to hold and operate the property over the term assumed in the analysis. |
How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the Company’s process for evaluating investment in real estate for impairment, including controls over management’s review of the significant assumptions described above. To test the Company’s process for evaluating investment in real estate for impairment, we performed audit procedures that included, among others, assessing the methodologies, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We compared the significant assumptions used by the Company to historical operational data of the particular property, current market rates, real estate industry publications, current industry trends and other relevant sources. We also compared the projected net operating income to historical actual results. As part of our evaluation, we assessed the historical accuracy of the Company’s estimates and performed sensitivity analyses of certain assumptions to evaluate the changes in the undiscounted cash flows of certain properties that would result from changes in the assumptions used by management. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1996
Chicago, Illinois
February 24, 2020
F-3
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity LifeStyle Properties, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Equity LifeStyle Properties, Inc.’s (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated February 24, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
February 24, 2020
F-4
Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
(amounts in thousands, except share and per share data (adjusted for stock split))
As of December 31, 2019 | As of December 31, 2018 | ||||||
Assets | |||||||
Investment in real estate: | |||||||
Land | $ | $ | |||||
Land improvements | |||||||
Buildings and other depreciable property | |||||||
Accumulated depreciation | ( | ) | ( | ) | |||
Net investment in real estate | |||||||
Cash and restricted cash | |||||||
Notes receivable, net | |||||||
Investment in unconsolidated joint ventures | |||||||
Deferred commission expense | |||||||
Other assets, net | |||||||
Assets held for sale, net | |||||||
Total Assets | $ | $ | |||||
Liabilities and Equity | |||||||
Liabilities: | |||||||
Mortgage notes payable, net | $ | $ | |||||
Term loan, net | |||||||
Unsecured line of credit | |||||||
Accounts payable and other liabilities | |||||||
Deferred revenue – upfront payments from membership upgrade sales | |||||||
Deferred revenue – annual membership subscriptions | |||||||
Accrued interest payable | |||||||
Rents and other customer payments received in advance and security deposits | |||||||
Distributions payable | |||||||
Liabilities related to assets held for sale | |||||||
Total Liabilities | |||||||
Equity: | |||||||
Stockholders' Equity: | |||||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of December 31, 2019 and December 31, 2018; none issued and outstanding. | |||||||
Common stock, $0.01 par value, 400,000,000 and 200,000,000 shares authorized as of December 31, 2019 and December 31, 2018, respectively; 182,089,595 and 179,842,036 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively. | |||||||
Paid-in capital | |||||||
Distributions in excess of accumulated earnings | ( | ) | ( | ) | |||
Accumulated other comprehensive income (loss) | ( | ) | |||||
Total Stockholders’ Equity | |||||||
Non-controlling interests – Common OP Units | |||||||
Total Equity | |||||||
Total Liabilities and Equity | $ | $ | |||||
The accompanying notes are an integral part of the consolidated financial statements.
F-5
Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data (adjusted for stock split))
Years Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Revenues: | |||||||||||
Rental income | $ | $ | $ | ||||||||
Annual membership subscriptions | |||||||||||
Membership upgrade sales current period, gross | |||||||||||
Membership upgrade sales upfront payments, deferred, net | ( | ) | ( | ) | ( | ) | |||||
Other income | |||||||||||
Gross revenues from home sales | |||||||||||
Brokered resale and ancillary services revenues, net | |||||||||||
Interest income | |||||||||||
Income from other investments, net | |||||||||||
Total revenues | |||||||||||
Expenses: | |||||||||||
Property operating and maintenance | |||||||||||
Real estate taxes | |||||||||||
Sales and marketing, gross | |||||||||||
Membership sales commissions, deferred, net | ( | ) | ( | ) | ( | ) | |||||
Property management | |||||||||||
Depreciation and amortization | |||||||||||
Cost of home sales | |||||||||||
Home selling expenses | |||||||||||
General and administrative | |||||||||||
Other expenses | |||||||||||
Early debt retirement | |||||||||||
Interest and related amortization | |||||||||||
Total expenses | |||||||||||
Gain on sale of real estate, net | |||||||||||
Income before equity in income of unconsolidated joint ventures | |||||||||||
Equity in income of unconsolidated joint ventures | |||||||||||
Consolidated net income | |||||||||||
Income allocated to non-controlling interests – Common OP Units | ( | ) | ( | ) | ( | ) | |||||
Redeemable perpetual preferred stock dividends | ( | ) | ( | ) | ( | ) | |||||
Net income available for Common Stockholders | $ | $ | $ | ||||||||
Consolidated net income | $ | $ | $ | ||||||||
Other comprehensive income (loss): | |||||||||||
Adjustment for fair market value of swap | ( | ) | |||||||||
Consolidated comprehensive income | |||||||||||
Comprehensive income allocated to non-controlling interests – Common OP Units | ( | ) | ( | ) | ( | ) | |||||
Redeemable perpetual preferred stock dividends | ( | ) | ( | ) | ( | ) | |||||
Comprehensive income attributable to Common Stockholders | $ | $ | $ | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
(amounts in thousands, except per share data (adjusted for stock split))
Years Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Earnings per Common Share – Basic | $ | $ | $ | ||||||||
Earnings per Common Share – Fully Diluted | $ | $ | $ | ||||||||
Weighted average Common Shares outstanding – Basic | |||||||||||
Weighted average Common Shares outstanding – Fully Diluted | |||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-7
Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes In Equity
(amounts in thousands; adjusted for stock split)
Common Stock | Paid-in Capital | Redeemable Perpetual Preferred Stock | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests – Common OP Units | Total Equity | |||||||||||||||||||||
Balance as of December 31, 2016 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||
Exchange of Common OP Units for Common Stock | — | — | — | ( | ) | — | |||||||||||||||||||||
Issuance of Common Stock through exercise of options | — | — | — | — | |||||||||||||||||||||||
Issuance of Common Stock through employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||
Issuance of Common Stock | — | — | — | — | |||||||||||||||||||||||
Compensation expenses related to restricted stock and stock options | — | — | — | — | — | ||||||||||||||||||||||
Repurchase of Common Stock or Common OP Units | — | ( | ) | — | — | — | — | ( | ) | ||||||||||||||||||
Adjustment for Common OP Unitholders in the Operating Partnership | — | ( | ) | — | — | — | — | ||||||||||||||||||||
Adjustment for fair market value of swap | — | — | — | — | — | ||||||||||||||||||||||
Consolidated net income | — | — | — | ||||||||||||||||||||||||
Distributions | — | — | ( | ) | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||
Series C Preferred stock redemption | — | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||
Series C Preferred stock original issuance costs | — | ( | ) | — | — | — | — | ||||||||||||||||||||
Other | — | ( | ) | — | — | — | ( | ) | ( | ) | |||||||||||||||||
Balance as of December 31, 2017 | $ | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||
Cumulative effect of change in accounting principle (ASC 606, Revenue Recognition) | — | — | — | ( | ) | — | — | ( | ) | ||||||||||||||||||
Balance as of January 1, 2018 | — | ( | ) | ||||||||||||||||||||||||
Exchange of Common OP Units for Common Stock | — | — | — | ( | ) | — | |||||||||||||||||||||
Issuance of Common Stock through exercise of options | — | — | — | — | |||||||||||||||||||||||
Issuance of Common Stock through employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||
Issuance of Common Stock | — | — | — | — | |||||||||||||||||||||||
Compensation expenses related to restricted stock and stock options | — | — | — | — | — | ||||||||||||||||||||||
Repurchase of Common Stock or Common OP Units | — | ( | ) | — | — | — | — | ( | ) | ||||||||||||||||||
Adjustment for Common OP Unitholders in the Operating Partnership | — | ( | ) | — | — | — | — | ||||||||||||||||||||
Adjustment for fair market value of swap | — | — | — | — | — | ||||||||||||||||||||||
Consolidated net income | — | — | — | ||||||||||||||||||||||||
Distributions | — | — | ( | ) | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||
Other | — | ( | ) | — | — | — | — | ( | ) | ||||||||||||||||||
Balance as of December 31, 2018 | $ | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||
Exchange of Common OP Units for Common Stock | — | — | — | ( | ) | — | |||||||||||||||||||||
Issuance of Common Stock through exercise of options | — | — | — | — | — | ||||||||||||||||||||||
Issuance of Common Stock through employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||
Issuance of Common Stock | — | — | — | — | |||||||||||||||||||||||
Compensation expenses related to restricted stock and stock options | — | — | — | — | — | ||||||||||||||||||||||
Repurchase of Common Stock or Common OP Units | — | ( | ) | — | — | — | ( | ) | |||||||||||||||||||
Adjustment for Common OP Unitholders in the Operating Partnership | — | ( | ) | — | — | — | — | ||||||||||||||||||||
Adjustment for fair market value of swap | — | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||
Consolidated net income | — | — | — | ||||||||||||||||||||||||
Distributions | — | — | ( | ) | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||
Other | — | ( | ) | — | — | — | — | ( | ) | ||||||||||||||||||
Balance as of December 31, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-8
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
Years Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Cash Flows From Operating Activities: | |||||||||||
Consolidated net income | $ | $ | $ | ||||||||
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | |||||||||||
Gain on sale of real estate, net | ( | ) | |||||||||
Early debt retirement | |||||||||||
Depreciation and amortization | |||||||||||
Amortization of loan costs | |||||||||||
Debt premium amortization | ( | ) | ( | ) | ( | ) | |||||
Equity in income of unconsolidated joint ventures | ( | ) | ( | ) | ( | ) | |||||
Distributions of income from unconsolidated joint ventures | |||||||||||
Proceeds from insurance claims, net | ( | ) | ( | ) | ( | ) | |||||
Compensation expense related to restricted stock and stock options | |||||||||||
Revenue recognized from membership upgrade sales upfront payments | ( | ) | ( | ) | ( | ) | |||||
Commission expense recognized related to membership sales | |||||||||||
Long-term incentive plan compensation | ( | ) | |||||||||
Changes in assets and liabilities: | |||||||||||
Notes receivable, net | ( | ) | ( | ) | ( | ) | |||||
Deferred commission expense | ( | ) | ( | ) | ( | ) | |||||
Other assets, net | |||||||||||
Accounts payable and other liabilities | ( | ) | |||||||||
Deferred revenue – upfront payments from membership upgrade sales | |||||||||||
Deferred revenue – annual membership subscriptions | |||||||||||
Rents and other customer payments received in advance and security deposits | |||||||||||
Net cash provided by operating activities | |||||||||||
Cash Flows From Investing Activities: | |||||||||||
Real estate acquisitions, net | ( | ) | ( | ) | ( | ) | |||||
Proceeds from disposition of properties, net | |||||||||||
Investment in unconsolidated joint ventures | ( | ) | ( | ) | ( | ) | |||||
Distributions of capital from unconsolidated joint ventures | |||||||||||
Proceeds from insurance claims | |||||||||||
Repayments of notes receivable | |||||||||||
Issuance of notes receivable | ( | ) | |||||||||
Capital improvements | ( | ) | ( | ) | ( | ) | |||||
Net cash used in investing activities | ( | ) | ( | ) | ( | ) | |||||
Cash Flows From Financing Activities: | |||||||||||
Proceeds from stock options and employee stock purchase plan | |||||||||||
Gross proceeds from the issuance of common stock | |||||||||||
Distributions: | |||||||||||
Common Stockholders | ( | ) | ( | ) | ( | ) | |||||
Common OP Unitholders | ( | ) | ( | ) | ( | ) | |||||
Preferred Stockholders | ( | ) | ( | ) | ( | ) | |||||
Share based award tax withholding payments | ( | ) | ( | ) | ( | ) | |||||
Principal payments and mortgage debt repayment | ( | ) | ( | ) | ( | ) | |||||
Mortgage notes payable financing proceeds | |||||||||||
Line of Credit payoff | ( | ) | ( | ) | ( | ) | |||||
Line of Credit proceeds | |||||||||||
Debt issuance and defeasance costs | ( | ) | ( | ) | ( | ) | |||||
Redemption of preferred stock | ( | ) | |||||||||
Other | ( | ) | ( | ) | ( | ) | |||||
Net cash provided by (used in) financing activities | ( | ) | ( | ) | |||||||
Net increase (decrease) in cash and restricted cash | ( | ) | ( | ) | |||||||
Cash and restricted cash, beginning of period | |||||||||||
Cash and restricted cash, end of period | $ | $ | $ | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-9
Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
Years Ended December 31, | |||||||||||
2019 | 2018 | 2017 | |||||||||
Supplemental information: | |||||||||||
Cash paid for interest | $ | $ | $ | ||||||||
Net investment in real estate – reclassification of rental homes | $ | $ | $ | ||||||||
Other assets, net – reclassification of rental homes | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||
Real estate acquisitions: | |||||||||||
Investment in real estate | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||
Investment in unconsolidated joint ventures | |||||||||||
Other assets, net | ( | ) | ( | ) | ( | ) | |||||
Debt assumed | |||||||||||
Debt financed | |||||||||||
Other liabilities | |||||||||||
Real estate acquisitions, net | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||
Real estate dispositions: | |||||||||||
Investment in real estate | $ | $ | $ | ||||||||
Notes receivable, net | |||||||||||
Other assets, net | |||||||||||
Mortgage notes payable, net | ( | ) | |||||||||
Other liabilities | |||||||||||
Gain on sale of real estate, net | |||||||||||
Real estate dispositions, net | $ | $ | $ | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-10
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 1—Organization
Equity LifeStyle Properties, Inc. ("ELS"), a Maryland corporation, together with MHC Operating Limited Partnership (the "Operating Partnership") and its other consolidated subsidiaries (the "Subsidiaries"), are referred to herein as "we," "us," and "our." We are a fully integrated owner and operator of lifestyle-oriented properties ("Properties") consisting primarily of manufactured home ("MH") and recreational vehicle ("RV") communities. We provide our customers the opportunity to place manufactured homes, cottages or RVs on our Properties either on a long-term or short-term basis. Our customers may lease individual developed areas ("Sites") or enter into right-to-use contracts, also known as membership subscriptions, which provide them access to specific Properties for limited stays.
Commencing with our taxable year ended December 31, 1993, we have elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes. We believe we have qualified for taxation as a REIT. To maintain our qualification as a REIT, we must meet certain requirements, which are highly technical and complex. If we fail to qualify as a REIT, we could be subject to U.S. federal income tax at regular corporate rates. Additionally, we could remain disqualified as a REIT for four years following the year we first failed to qualify. Even as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income.
Our Properties are owned primarily by the Operating Partnership and managed internally by affiliates of the Operating Partnership. We are the general partner of the Operating Partnership and own 94.6 % as of December 31, 2019. We contributed the proceeds from our various equity offerings, including our initial public offering, to the Operating Partnership. In exchange for these contributions, we received units of common interests in the partnership ("OP Units") equal to the number of shares of common stock issued in such equity offerings. The limited partners of the Operating Partnership (the "Common OP Unitholders") receive an allocation of net income that is based on their respective ownership percentage in the Operating Partnership that is presented on the consolidated financial statements as non-controlling interests—Common OP units. As of December 31, 2019, the non-controlling interests—Common OP units were 10,491,222 , which are exchangeable for an equivalent number of shares of our common stock or, at our option, cash. The issuance of additional shares of common stock or OP Units would change the respective ownership of the Operating Partnership for the Common OP Unitholders.
Since certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the "Code"), we have formed Taxable REIT subsidiaries (each, a "TRS") to engage in such activities. Realty Systems, Inc. ("RSI") is our wholly-owned TRS, which owns several Properties. Additionally, RSI is engaged in the business of purchasing, selling and leasing factory-built homes located in Properties owned and managed by us. RSI also offers home sales brokerage services to our residents who choose to sell their homes as opposed to relocating them when moving from a Property. Subsidiaries of RSI also operates ancillary activities at certain Properties consisting of operations such as golf courses, pro shops, stores and restaurants.
F-11
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies
(a) | Basis of Presentation |
The consolidated financial statements present the results of operations, financial position and cash flows of ELS, its majority-owned and controlled subsidiaries and variable interest entities ("VIEs") in which ELS is the primary beneficiary. Intercompany balances and transactions have been eliminated.
The Operating Partnership meets the criteria as a VIE, where we are the general partner and controlling owner of approximately 94.6 %. The limited partners do not have substantive kick-out or participating rights. Our sole significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. Additionally, we have the power to direct the Operating Partnership's activities and the obligation to absorb its losses or the right to receive its benefits. Accordingly, we are the primary beneficiary and we have continued to consolidate the Operating Partnership.
Equity method of accounting is applied to entities in which ELS does not have a controlling interest or for VIEs in which ELS is not considered the primary beneficiary, but with respect to which it can exercise significant influence over the operations and major decisions. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings.
On October 15, 2019, we effected a two -for-one-stock split of our common stock. Pursuant to the anti-dilution provision in the Operating Partnership's Agreement of Limited Partnership, the stock split also effected a two-for-one unit split of the outstanding OP Units. All shares of common stock and OP Units and per share data in the consolidated financial statements and accompanying footnotes, for all periods presented, have been adjusted to reflect the stock split.
Certain prior period amounts have been reclassified on the consolidated financial statements to conform with current year presentation.
(b) | Use of Estimates |
The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. All property and site counts and acreage amounts are unaudited.
(c) | Investment in Real Estate |
Investment in real estate is recorded at cost less accumulated depreciation. Direct and indirect costs related to real estate improvement projects are capitalized, including salaries and related benefits of employees who are directly responsible for and spend their time on the execution and supervision of such projects. Land improvements consist primarily of improvements such as grading, landscaping and infrastructure items, such as streets, sidewalks or water mains. Improvements to buildings and other depreciable property include clubhouses, laundry facilities, maintenance storage facilities, rental units and furniture, fixtures and equipment.
For development and expansion projects, we capitalize direct project costs, such as construction, architectural and legal, as well as, indirect project costs such as interest, real estate taxes and salaries and related benefits of employees who are directly involved in the project. Capitalization of these costs begins when the activities and related expenditures commence and cease when the project, or a portion of the project, is substantially complete and ready for its intended use.
F-12
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
Depreciation is computed on a straight-line basis based on the estimated useful lives of the associated real estate assets.
Useful Lives (in years) | ||
Land and Building Improvements | 10-30 | |
Manufactured Homes | 10-25 | |
Furniture, Fixture and Equipment | ||
In-place leases | Expected term | |
Above and below-market leases | Applicable lease term | |
Long-lived assets to be held and used, including our investment in real estate, are evaluated for impairment indicators quarterly or whenever events or changes in circumstances indicate a possible impairment. Our judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, environmental and legal factors. Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted.
If an impairment indicator exists related to a long-lived asset that is held and used, the expected future undiscounted cash flows are compared against the carrying amount of that asset. Forecasting cash flows requires us to make estimates and assumptions on various inputs including, but not limited to, rental revenue and expense growth rates, occupancy, levels of capital expenditure and capitalization rates. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the carrying amount in excess of the estimated fair value, if any, of the asset. For the periods presented, no impairment losses were recorded.
(d) | Acquisitions |
On January 1, 2018, we adopted ("ASU 2017-01") Business Combinations: Clarifying the Definition of a Business (Topic 805) on a prospective basis. We apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. As most of our real estate acquisitions are concentrated in either a single or a group of similar identifiable assets, our real estate transactions are generally accounted for as asset acquisitions, which permits the capitalization of transaction costs to the basis of the acquired property.
In estimating the fair values for purposes of allocating the purchase price, we utilize a number of sources, including independent appraisals or internal valuations that may be available in connection with the acquisition or financing of the respective Property and other market data. We also consider information obtained about each Property as a result of our due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed.
The following methods and assumptions are used to estimate the fair value of each class of asset acquired and liability assumed:
Land – Market approach based on similar, but not identical, transactions in the market. Adjustments to comparable sales based on both quantitative and qualitative data.
Depreciable property – Cost approach based on market comparable data to replace adjusted for local variations, inflation and other factors.
Manufactured homes – Sales comparison approach based on market prices for similar homes adjusted for differences in age or size.
In-place leases – In-place leases are determined via a combination of estimates of market rental rates and expense reimbursement levels as well as an estimate of the length of time required to replace each lease.
Above-market assets/below-market liabilities – Income approach based on discounted cash flows comparing contractual cash flows to be paid pursuant to the leases and our estimate of fair market lease rates over the remaining non-cancelable lease terms. For below-market leases, we also consider remaining initial lease terms plus any renewal periods.
F-13
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
Notes receivable – Income approach based on discounted cash flows comparing contractual cash flows at a market rate adjusted based on particular notes' or note holders' down payment, credit score and delinquency status.
Mortgage notes payable – Income approach based on discounted cash flows comparing contractual cash flows to cash flows of similar debt discounted based on market rates.
(e) | Intangibles and Goodwill |
We record acquired intangible assets at their estimated fair value separate and apart from goodwill. We amortize identified intangible assets and liabilities that are determined to have finite lives over the period the assets and liabilities are expected to contribute directly or indirectly to the future cash flows of the Property or business acquired. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its estimated fair value.
The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed in a business combination is recorded as goodwill. Goodwill is not amortized but is tested for impairment at a level of reporting referred to as a reporting unit on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
As of December 31, 2019 and 2018, the gross carrying amount of identified intangible assets and goodwill was approximately $12.1 million, which is reported as a component of other assets, net on the Consolidated Balance Sheets. As of December 31, 2019 and 2018, this amount was comprised of approximately $4.3 million of identified intangible assets and approximately $7.8 million of goodwill. Accumulated amortization of identified intangibles assets was approximately $3.1 million and $3.0 million as of December 31, 2019 and 2018, respectively.
(f) | Assets Held for Sale |
In determining whether to classify a real estate asset held for sale, we consider whether: (i) management has committed to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) we have initiated a program to locate a buyer; (iv) we believe that the sale of the real estate asset is probable within one year; (v) we are actively marketing the investment property for sale at a price that is reasonable in relation to its current value, and (vi) actions required for us to complete the plan indicate that it is unlikely that any significant changes will be made. If all of the above criteria are met, we classify the real estate asset as held for sale. When all of the above criteria are met, we discontinue depreciation or amortization of the asset, measure it at the lower of its carrying amount or its fair value less estimated cost to sell, and present it separately as assets held for sale, net on the Consolidated Balance Sheets. We also present the liabilities related to assets held for sale, if any, separately on the Consolidated Balance Sheets. In connection with the held for sale evaluation, if the disposal represents a strategic shift that has, or will have, a major effect on the consolidation financial statement, then the transaction is presented as discontinued operations.
Restricted Cash |
As of December 31, 2019 and 2018, restricted cash consists of $25.1 million and $24.1 million, respectively, primarily related to cash reserved for customer deposits and amounts escrowed for insurance and real estate taxes.
(h) | Fair Value of Financial Instruments |
We disclose the estimated fair value of our financial instruments according to a fair value hierarchy. The valuation hierarchy is based on the transparency of the lowest level of input that is significant to the valuation of an asset or a liability as of the measurement date. The three levels are defined as follows:
Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
F-14
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The carrying values of cash and restricted cash, accounts receivable and accounts payable approximate their fair market values due to the short-term nature of these instruments. The carrying value of the notes receivable approximates the fair market value as the interest rates are generally comparable to current market rates. Concentrations of credit risk with respect to notes receivable are limited due to the size of the receivable and geographic diversity of the underlying Properties.
The fair market values of mortgage notes payable, term loan and interest rate derivative are measured with Level 2 inputs using quoted prices and observable inputs from similar liabilities as disclosed in Note 9. Borrowing Arrangements and Note 10. Derivative Instruments and Hedging Activities.
We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions as disclosed in Note 6. Investment in Real Estate.
(i) | Deferred Financing Costs, Net |
(j) Allowance for Doubtful Accounts
Our allowance for doubtful accounts is comprised of our reserves for receivable from tenants, receivable for annual membership subscriptions, Contracts Receivable and Chattel Loans (See Note 8. Notes Receivable, Net for definition of these terms). The allowance reflects our best estimate of collectibility risks on outstanding receivables. Our allowance for doubtful accounts was as follows:
December 31, | ||||||||||||
(amounts in thousands): | 2019 | 2018 | 2017 | |||||||||
Balance, beginning of year | $ | $ | $ | |||||||||
Provision for losses | ||||||||||||
Write-offs | ( | ) | ( | ) | ( | ) | ||||||
Balance, end of year | $ | $ | $ | |||||||||
(k) | Revenue Recognition |
Our revenue streams are predominantly derived from customers renting our Sites or entering into membership subscriptions. Our MH Sites and annual RV and marina Sites are leased on an annual basis. Seasonal RV and marina Sites are leased to customers generally for one to six months. Transient RV and marina Sites are leased to customers on a short-term basis. Leases with our customers are accounted for as operating leases. Rental income is accounted for in accordance with the Accounting Standard Codification (ASC) 842, Leases, and is recognized over the term of the respective lease or the length of a customer's stay. For more information on the adoption of the new lease accounting standard, see section (o) Recently Adopted Accounting Pronouncements within this Note 2 for further discussion.
(l) | Stock Based Compensation |
Stock-based compensation expense for restricted stock awards with service conditions is measured based on the grant date fair value and recognized on a straight-line basis over the requisite service period of the individual grants.
F-15
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
Stock-based compensation expense for restricted stock awards with performance conditions is measured based on the grant date fair value and recognized on a straight-line basis over the performance period of the individual grants, when achieving the performance targets is considered probable. We estimate and revisit the probability of achieving the performance targets periodically by updating our forecasts throughout the performance period as necessary.
We also issue stock options by estimating the grant date fair value using the Black-Scholes option-pricing model and recognizing over the vesting period for options that are expected to vest. We estimate forfeitures at the time of grant based on historical experience, updated for changes in facts and circumstances, as appropriate, and in subsequent periods if actual forfeitures differ from those estimates. The expected volatility assumption is calculated based on our historical volatility, which is calculated over a period of time commensurate with the expected term of the options being valued. The risk-free interest rate assumption is based upon the U.S. Treasury yield curve in effect at the time of grant. The dividend yield assumption is based on our expectation of dividend payouts.
(m) | Non-Controlling Interests |
The OP Units are exchangeable for shares of common stock on a one-for-one basis at the option of the Common OP Unitholders, which we may, in our discretion, cause the Operating Partnership to settle in cash. The exchange is treated as a capital transaction, which results in an allocation between stockholders' equity and non-controlling interests to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership.
Net income is allocated to Common OP Unitholders based on their respective ownership percentage of the Operating Partnership. Such ownership percentage is calculated by dividing the number of OP Units held by the Common OP Unitholders by the total OP Units held by the Common OP Unitholders and the shares of common stock held by the common stockholders. Issuance of additional shares of common stock or OP Units would change the percentage ownership of both the non-controlling interests – Common OP units and the common stockholders.
(n) | Income Taxes |
Due to our structure as a REIT, the results of operations contain no provision for U.S. federal income taxes for the REIT. As of both December 31, 2019 and 2018, the REIT had a federal net operating loss carryforward of approximately $74.1 million. The REIT is entitled to utilize the net operating loss carryforward only to the extent that the REIT taxable income exceeds our deduction for dividends paid. Due to the uncertainty regarding the use of the REIT net operating loss carryforward, no net tax asset has been recorded as of December 31, 2019 and 2018.
In addition, we own certain TRSs, which are subject to federal and state income taxes at regular corporate tax rates. Overall, the TRSs have federal net operating loss carryforwards. Due to the uncertainty regarding the realization of these deferred tax assets, we have maintained a full valuation allowance as of December 31, 2019 and 2018 .
The REIT remains subject to certain foreign, state and local income, excise or franchise taxes; however, they are not material to our operating results or financial position. We do not have unrecognized tax benefit items.
We, or one of our Subsidiaries, file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and Canada. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2016.
As of December 31, 2019, net investment in real estate and notes receivable had a U.S. federal tax basis of approximately $3.7 billion (unaudited) and $39.6 million (unaudited), respectively.
During the years ended December 31, 2019, 2018 and 2017, our tax treatment of common stock distributions, as adjusted for the stock split, was as follows (unaudited):
2019 | 2018 | 2017 | |||||||||
Tax status of common stock distributions deemed paid during the year: | |||||||||||
Ordinary income | $ | $ | $ | ||||||||
Long-term capital gains | |||||||||||
Non-dividend distributions | |||||||||||
Distributions declared per common stock outstanding | $ | $ | $ | ||||||||
F-16
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
The quarterly dividend paid on January 11, 2019 is a split-year distribution with $0.031500 (unaudited) per share of common stock considered a distribution made in 2019 for federal income tax purposes. The quarterly distribution paid on January 10, 2020 is a split year distribution with $0.290788 (unaudited) per share of common stock considered a distribution made in 2019 and $0.015462 (unaudited) allocable to 2020 for federal income tax purposes.
(o) | Recently Adopted Accounting Pronouncements |
In February 2016, the FASB issued ("ASU 2016-02") Leases. This new guidance, including the related subsequently issued ASUs, provides the principles for the recognition, measurement, presentation and disclosure of leases, including the requirement that lessees recognize right-of-use ("ROU") assets and lease liabilities for leases on the Consolidated Balance Sheets.
We adopted the new lease standard effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Results for reporting periods beginning January 1, 2019 are presented under the new lease standard. We made an accounting policy election to not recognize ROU assets and lease liabilities for leases with a term of 12 months or less. We elected the package of practical expedients permitted under the transition guidance within the new standard and were not required to reassess the following upon adoption: (i) whether an expired or existing contract met the definition of a lease, (ii) the lease classification at January 1, 2019 for existing leases and (iii) whether leasing costs previously capitalized as initial direct costs would continue to be amortized. Upon adoption, we did not have an adjustment to the opening balance of retained earnings due to the election of these practical expedients.
As a lessor, we adopted the practical expedient that allowed us not to separate expenses reimbursed by our customers (“utility recoveries”) from the associated rental revenue if certain criteria were met. We assessed these criteria and concluded the timing and pattern of transfer for rental revenue and the associated utility recoveries are the same and as our leases qualify as operating leases, we accounted for and presented rental revenue and utility recoveries as a single component under Rental income in our Consolidated Statements of Income and Comprehensive Income for 2019 and 2018. In addition, the new standard requires our expected credit loss related to the collectability of lease receivables to be reflected as an adjustment to the line item Rental income prospectively starting from January 1, 2019. For 2018, the credit loss related to the collectability of lease receivables was recognized in the line item Property operating and maintenance and was not significant. The guidance regarding capitalization of leasing costs did not have any effect on our consolidated financial statements.
On January 1, 2019, we recognized ROU assets of $17.5 million and lease liabilities of $18.7 million on the Consolidated Balance Sheets, principally for our ground and office space leases, in which we are the lessee.
For more disclosure on the adoption of the new lease accounting standard, see Note 3. Leases.
(p) | New Accounting Pronouncements |
In August 2018, the FASB issued ("ASU 2018-15") Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 provides clarity on the accounting for implementation costs of a cloud computing arrangement that is a service contract. The project stage (that is, preliminary project stage, application development stage, or post implementation stage) and the nature of the implementation costs determine which costs to capitalize as an asset related to the service contract and which ones to expense. This update also requires the capitalized implementation costs to be expensed over the term of the arrangement and presented in the same line item in the consolidated financial statements as the fees associated with the service of the arrangement. ASU 2018-15 is effective in fiscal years beginning after December 15, 2019, including interim periods within those years. The updated guidance will be applied prospectively to all implementation costs incurred after the date of adoption. We will adopt the new standard effective January 1, 2020 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In June 2016, the FASB issued (“ASU 2016-13”) Financial Instruments - Credit Losses (Topic 326). ASU 2016-13 requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 will be effective for annual reporting periods beginning after December 15, 2019.
We will adopt the new standard effective January 1, 2020 using the modified retrospective approach. We have receivables for annual membership subscriptions, membership upgrades and chattel financing that are subject to this new guidance. Our current allowance model, consistent with existing GAAP, reserves for credit losses when the probable recognition threshold is
F-17
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)
Note 3—Leases
Lessor
Rental income derived from customers renting our Sites is accounted for in accordance with ASC 842, Leases, and is recognized over the term of the respective operating lease or the length of a customer's stay. Our MH Sites and annual RV and marina Sites are leased on an annual basis. Seasonal RV and marina Sites are leased to customers generally for one to six months . Transient RV and marina Sites are leased to customers on a short-term basis. In addition, customers may lease homes that are located in our communities.
The leases entered into between the customer and us for a rental of a Site are renewable upon the consent of both parties or, in some instances, as provided by statute. Long-term leases that are non-cancelable by the tenants are in effect at certain Properties. Rental rate increases at these Properties are primarily a function of increases in the Consumer Price Index, taking into consideration certain conditions. Additionally, periodic market rate adjustments are made as deemed appropriate. In addition, certain state statutes allow entry into long-term agreements that effectively modify lease terms related to rent amounts and increases over the term of the agreements. The following table presents future minimum rents expected to be received under long-term non-cancelable tenant leases, as well as those leases that are subject to long-term agreements governing rent payments and increases:
(amounts in thousands) | As of December 31, 2019 | |||
2020 | $ | |||
2021 | ||||
2022 | ||||
2023 | ||||
2024 | ||||
Thereafter | ||||
Total | $ | |||
Lessee
We lease land under non-cancelable operating leases at 13 Properties expiring at various dates through 2054. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of gross revenues at those Properties. We also have other operating leases, primarily office space expiring at various dates through 2026. For the years ended December 31, 2019, 2018 and 2017, total operating lease payments were $9.3 million, $8.3 million and $8.0 million, respectively.
F-18
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 3—Leases (continued)
The following table presents the operating lease payments for the year ended December 31, 2019, 2018 and 2017:
Years Ended December 31, | ||||||||||||
(amounts in thousands) | 2019 | 2018 | 2017 | |||||||||
Fixed lease cost: | ||||||||||||
Ground leases | $ | $ | $ | |||||||||
Office and other leases | ||||||||||||
Variable lease cost: | ||||||||||||
Ground leases | ||||||||||||
Office and other leases | ||||||||||||
Total lease cost | $ | $ | $ | |||||||||
The following table summarizes our minimum future rental payments, excluding variable costs, which are discounted by our incremental borrowing rate to calculate the lease liability for our operating leases as of December 31, 2019:
(amounts in thousands) | Ground Leases | Office and Other Leases | Total | |||||||||
2020 | $ | $ | $ | |||||||||
2021 | ||||||||||||
2022 | ||||||||||||
2023 | ||||||||||||
2024 | ||||||||||||
Thereafter | ||||||||||||
Total undiscounted rental payments | ||||||||||||
Less imputed interest | ( | ) | ( | ) | ( | ) | ||||||
Total lease liabilities | $ | $ | $ | |||||||||
F-19
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 4—Earnings Per Common Share
Basic and fully diluted earnings per share are based on the weighted average shares outstanding during each year. The following table sets forth the computation of basic and diluted earnings per share of common stock (Common Share), as adjusted for the stock split, for the years ended December 31, 2019, 2018, and 2017:
Years Ended December 31, | |||||||||||
(amounts in thousands, except per share data) | 2019 | 2018 | 2017 | ||||||||
Numerators: | |||||||||||
Net income available to Common Stockholders—Basic | $ | $ | $ | ||||||||
Amounts allocated to dilutive securities | |||||||||||
Net income available to Common Stockholders—Fully Diluted | $ | $ | $ | ||||||||
Denominator: | |||||||||||
Weighted average Common Shares outstanding—Basic | |||||||||||
Effect of dilutive securities: | |||||||||||
Exchange of Common OP Units for Common Shares | |||||||||||
Stock options and restricted stock | |||||||||||
Weighted average Common Shares outstanding—Fully Diluted | |||||||||||
Earnings per Common Share—Basic: | $ | $ | $ | ||||||||
Earnings per Common Share—Fully Diluted: | $ | $ | $ | ||||||||
Note 5—Common Stock and Other Equity Related Transactions
Increase in Authorized Shares
On April 30, 2019, our stockholders approved an amendment to our charter to increase the number of shares of our common stock that we are authorized to issue from 200,000,000 to 400,000,000 shares.
Two-for-One Common Stock and OP Units Split
On October 15, 2019, a two -for-one stock split of our common stock, effected by and in the form of a stock dividend, was paid to stockholders of record as of October 1, 2019. In connection with our stock split, the OP Units of our Operating Partnership were also split on a two-for-one basis.
Equity Offering Program
On October 26, 2018, we entered into a new at-the-market ("ATM") equity offering program with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our Common Stock, par value $0.01 per share, having an aggregate offering price of up to $200.0 million. As of December 31, 2019, we have $140.7 million of common stock available for issuance.
The following table presents the shares that were issued under our ATM equity offering programs, as adjusted for the stock split, during the years ended December 31, 2019, 2018, and 2017:
Years Ended December 31, | |||||||||||
(amounts in thousands, except share data) | 2019 | 2018 | 2017 | ||||||||
Shares of common stock sold | |||||||||||
Weighted average price | $ | $ | $ | ||||||||
Total gross proceeds | $ | $ | $ | ||||||||
Commissions paid to sales agents | $ | $ | $ | ||||||||
Employee Stock Purchase Plan
On May 10, 2016, we amended and restated the 1997 Non-Qualified Employee Stock Purchase Plan ("ESPP"). Pursuant to the ESPP, certain of our employees and directors may each annually acquire up to $250,000 of our common stock. The common
F-20
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 5—Common Stock and Other Equity Related Transactions (continued)
stock may be purchased monthly at a price equal to 85 % of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period; and (b) the closing price for a share of common stock on the first day of the offering period. Shares of common stock issued through the ESPP for the years ended December 31, 2019, 2018 and 2017 were 40,934 , 44,142 and 49,430 , respectively. As of December 31, 2019, 774,579 shares remained available to be sold under the ESPP, subject to adjustment by our Board of Directors.
Exchanges
Subject to certain limitations, Common OP Unitholders can request an exchange of any or all of their OP Units for shares of common stock at any time. Upon receipt of such a request, we may, in lieu of issuing shares of common stock, cause the Operating Partnership to pay cash.
Common Stock Activity and Distributions
The following table presents the changes in our outstanding common stock (excluding OP Units of 10,491,222 , 11,491,932 , and 11,668,200 outstanding at December 31, 2019, 2018 and 2017, respectively), as adjusted for the stock split:
Years Ended December 31, | ||||||||
2019 | 2018 | 2017 | ||||||
Shares outstanding at January 1, | ||||||||
Common stock issued through the ATM Equity Offering Program and its predecessor | ||||||||
Common stock issued through exchange of OP Units | ||||||||
Common stock issued through exercise of options | ||||||||
Common stock issued through restricted stock grants | ||||||||
Common stock forfeitures | ( | ) | ||||||
Common stock issued through ESPP and Dividend Reinvestment Plan | ||||||||
Common stock repurchased and retired | ( | ) | ( | ) | ( | ) | ||
Shares outstanding at December 31, | ||||||||
During the years ended December 31, 2019, 2018 and 2017, we repurchased shares of common stock representing common stock surrendered to satisfy income tax withholding obligations primarily due to the vesting of restricted stock grants at a weighted average price of $47.48 , $48.12 and $44.51 per share, respectively.
As of December 31, 2019, 2018 and 2017, ELS' percentage ownership of the Operating Partnership was approximately 94.6 %, 94.0 % and 93.8 %, respectively. The remaining approximately 5.4 %, 6.0 % and 6.2 % as of December 31, 2019, 2018 and 2017, respectively, was owned by the Common OP Unitholders.
The following regular quarterly distributions have been declared and paid to common stockholders and Common OP Unitholders since January 1, 2017:
Distribution Amount Per Share | For the Quarter Ended | Stockholder Record Date | Payment Date | |||
$ | March 31, 2017 | March 31, 2017 | April 14, 2017 | |||
$ | June 30, 2017 | June 30, 2017 | July 14, 2017 | |||
$ | September 30, 2017 | September 29, 2017 | October 13, 2017 | |||
$ | December 31, 2017 | December 29, 2017 | January 12, 2018 | |||
$ | March 31, 2018 | March 30, 2018 | April 13, 2018 | |||
$ | June 30, 2018 | June 29, 2018 | July 13, 2018 | |||
$ | September 30, 2018 | September 28, 2018 | October 12, 2018 | |||
$ | December 31, 2018 | December 28, 2018 | January 11, 2019 | |||
$ | March 31, 2019 | March 29, 2019 | April 12, 2019 | |||
$ | June 30, 2019 | June 28, 2019 | July 12, 2019 | |||
$ | September 30, 2019 | September 27, 2019 | October 11, 2019 | |||
$ | December 31, 2019 | December 27, 2019 | January 10, 2020 | |||
F-21
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 6—Investment in Real Estate
Acquisitions
We acquired all of the following Properties from unaffiliated third parties:
During the year ended December 31, 2019, we acquired four RV communities, including White Oak Shores, located in Stella, North Carolina, Round Top and Drummer Boy, located in Gettysburg, Pennsylvania, and Lake of the Woods, located in Wautoma, Wisconsin for a combined purchase price of $58.3 million. These properties contain 1,614 Sites. As a result of these acquisitions, we assumed approximately $18.6 million of mortgage debt, excluding mortgage premiums of $0.6 million. The remaining purchase price was funded with available cash. We also completed the acquisition of the remaining interest in our joint venture investment of 11 marinas in Florida for a purchase price of approximately $49.0 million. As part of the acquisition, we also funded the repayment of the joint venture's non-transferable debt of approximately $72.0 million. The transaction was funded with proceeds from the unsecured Line of Credit ("LOC"). In addition, the gross carrying value of the joint venture investment of $35.8 million was included in the total fair value of $162.2 million that was allocated to the real estate assets. We also acquired additional assets, including three land parcels, for a combined purchase price of $28.1 million. All acquisitions were accounted for as asset acquisitions.
During the year ended December 31, 2018, we acquired four RV communities, including Sunseekers, located in North Fort Myers, Florida, Holiday Travel Park, located in Holiday, Florida, Timber Creek, located in Waverly, Rhode Island, and King Nummy, located in Cape May Court House, New Jersey and four MH communities, including Everglades Lakes, Serendipity, Kingswood and Palm Lake located in Fort Lauderdale, Clearwater, Riverview and Riviera Beach, Florida, respectively, for a combined purchase price of $251.7 million. These properties contain 3,712 Sites. As a result of these acquisitions, we assumed approximately $9.2 million of mortgage debt and entered into new mortgage debt of $8.8 million. The remaining purchase price was funded with available cash, proceeds from the ATM equity offering program and the LOC. We also acquired two vacant land parcels adjacent to our other communities for a combined purchase price of $2.8 million. All acquisitions were accounted for as asset acquisitions.
During the year ended December 31, 2017, we acquired Bethpage Camp Resort and Grey's Point Camp, two RV communities in Urbanna and Topping, Virginia, respectively, and Paradise Park Largo, a MH community in Largo, Florida for a combined purchase price of $142.4 million. These Properties include 1,870 sites. As a result of these acquisitions, we assumed approximately $5.9 million of mortgage debt. The remaining purchase price was funded with available cash, proceeds from the ATM equity offering program and the LOC. We accounted for the 2017 acquisitions under the acquisition method in accordance with ASC 805, Business Combinations (“ASC 805”).
F-22
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 6—Investment in Real Estate (continued)
We engaged third-party valuation firms to assist with our purchase price allocation when necessary. The following table summarizes the fair value of the assets acquired and liabilities assumed for the years ended December 31, 2019, 2018 and 2017, which we determined using Level-3 inputs for land and buildings and other depreciable property and Level-2 inputs for the others:
Years Ended December 31, | |||||||||||
(amounts in thousands) | 2019 | 2018 | 2017(a) | ||||||||
Assets acquired | |||||||||||
Land | $ | $ | $ | ||||||||
Buildings and other depreciable property | |||||||||||
Manufactured homes (b) | |||||||||||
In-place leases (b) | |||||||||||
Net investment in real estate | $ | $ | $ | ||||||||
Other assets | |||||||||||
Total assets acquired | $ | $ | $ | ||||||||
Liabilities assumed | |||||||||||
Mortgage notes payable | $ | $ | $ | ||||||||
Below-market lease liability (c) | |||||||||||
Other liabilities | |||||||||||
Total liabilities assumed | $ | $ | $ | ||||||||
Net assets acquired | $ | $ | $ | ||||||||
_____________________
(a)During the year ended December 31, 2018, we finalized the purchase price allocation on the 2017 acquisitions accounted for as business combinations.
(b)Manufactured homes and in-place leases are included in buildings and other depreciable property on the Consolidated Balance Sheets.
(c)Below-market lease liability is included in accounts payable and other liabilities on the Consolidated Balance Sheets.
Dispositions
On January 23, 2019, we closed on the sale of five all-age MH communities located in Indiana and Michigan, collectively containing 1,463 sites, for $89.7 million and recognized a gain of $52.5 million, net of transaction costs, during the first quarter of 2019. The assets sold included $35.4 million of net investment in real estate and $0.5 million of other assets that were held for sale as of December 31, 2018. In connection with the sale of these communities, we defeased $11.2 million of mortgage debt that was secured by these communities. The associated assets and liabilities were classified as held for sale as of December 31, 2018.
F-23
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 7—Investment in Unconsolidated Joint Ventures
The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically for the years ended December 31, 2019 and 2018, respectively):
Investment as of December 31, | Income/(Loss) for Years Ended December 31, | |||||||||||||||||||||||||||||
Investment | Location | Number of Sites | Economic Interest (a) | 2019 | 2018 | 2019 | 2018 | 2017 | ||||||||||||||||||||||
Meadows | Various (2,2) | % | $ | $ | $ | $ | $ | |||||||||||||||||||||||
Lakeshore | Florida (3,3) | (b) | ||||||||||||||||||||||||||||
Voyager | Arizona (1,1) | % | (c) | |||||||||||||||||||||||||||
Loggerhead | Florida | % | (d) | |||||||||||||||||||||||||||
ECHO JV | Various | % | ||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||||||||||||
_____________________
(a) | The percentages shown approximate our economic interest as of December 31, 2019. Our legal ownership interest may differ. |
(b) | Includes |
(c) | Voyager joint venture primarily consists of a |
(d) | On September 10, 2019, we completed the acquisition of the remaining interest in the Loggerhead joint venture (see Note 6. Investment in Real Estate). Loggerhead sites represent marina slip count. |
Note 8—Notes Receivable, Net
Notes receivable generally are presented at their outstanding unpaid principal balances, net of any allowances and unamortized discounts or premiums. Interest income is accrued on the unpaid principal balance. Discounts or premiums are amortized to income using the interest method.
We provide financing for non-refundable upfront payments required for membership upgrades ("Contracts Receivable"). As of December 31, 2019 and 2018, Contracts Receivable, net of allowance, was $25.2 million and $21.9 million, respectively. Contracts Receivable, as of December 31, 2019, had an average stated interest rate of 16.7 % per annum, a weighted average term remaining of 4.2 years and require monthly payments of principal and interest.
F-24
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 9—Borrowing Arrangements
Mortgage Notes Payable
Our mortgage notes payable is classified as Level 2 in the fair value hierarchy as of December 31, 2019 and 2018. The following table presents the fair value of our mortgage notes payable:
As of December 31, 2019 | As of December 31, 2018 | |||||||||||||||
(amounts in thousands) | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||
Mortgage notes payable, excluding deferred financing costs | $ | $ | $ | $ | ||||||||||||
As of December 31, 2019 and 2018, we had outstanding mortgage indebtedness on Properties of approximately $2,049.5 million and $2,149.7 million, respectively, excluding liabilities classified as held for sale and net of deferred financing costs. The weighted average interest rate on our outstanding mortgage indebtedness, including the impact of premium/discount amortization and loan cost amortization on mortgage indebtedness, as of December 31, 2019 and December 31, 2018, was approximately 4.5 % and 4.7 % per annum, respectively. The debt bears interest at stated rates ranging from 3.5 % to 8.9 % per annum and matures on various dates ranging from 2020 to 2041. The debt encumbered a total of 116 and 118 of our Properties as of December 31, 2019 and December 31, 2018, respectively, and the gross carrying value of such Properties was approximately $2,524.7 million and $2,509.5 million, as of December 31, 2019 and December 31, 2018, respectively.
2019 Activity
We defeased mortgage debt of $11.2 million in conjunction with the disposition of the five all-age MH communities as disclosed in Note 6. Investment in Real Estate. These loans had a weighted average interest rate of 5.0 % per annum. We also assumed mortgage debt of $18.6 million, excluding mortgage note premium of $0.6 million, in connection with the acquisitions that were closed during the year ended December 31, 2019. These loans carry a weighted average interest rate of 5.4 % per annum and mature between 2022 and 2024.
We also repaid $66.8 million of principal on four mortgage loans that were due to mature in 2020, incurring $1.4 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 6.9 % per annum and were secured by three MH and one RV communities.
2018 Activity
We entered into two secured credit facilities with gross proceeds of $357.8 million, with a weighted average maturity of 14.8 years and a weighted average interest rate of 4.2 %. We also closed on one loan secured by two RV communities for gross proceeds of $64.0 million. The loan has a term of 20 years and carries an interest rate of 4.8 % per annum. Additionally, in connection with the Serendipity acquisition, we assumed $9.2 million of debt and obtained $8.8 million of additional financing for a total of $18.0 million, secured by the MH community. The debt carries a weighted average interest rate of 4.8 % and matures in 2039.
We also repaid $196.8 million of principal on 16 mortgage loans (15 due to mature in 2019 and one maturing in 2018) incurring $1.9 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 6.29 % per annum and were secured by 15 MH and one RV communities.
2017 Activity
We entered into a $204.4 million secured credit facility with Fannie Mae, maturing in 20 years and bearing a 3.97 % interest rate. The facility is secured by five MH communities. We also closed on three loans with total gross proceeds of $146.0 million. These loans have a term of 20 years, carry an interest rate of 4.07 % per annum and are each secured by a MH community. Additionally, in connection with the Paradise Park Largo acquisition, we assumed $5.9 million of debt secured by the MH community, with an interest rate of 4.60 % per annum, which is set to mature in 2040.
We also repaid $227.5 million of principal on 15 mortgage loans (13 due to mature in 2018 and two maturing in 2017) incurring $2.7 million of prepayment penalties. These mortgage loans had a weighted average interest rate of 5.93 % per annum and were secured by 13 MH and two RV communities.
F-25
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 9—Borrowing Arrangements (continued)
Second Amended and Restated Unsecured Credit Facility
During the year ended December 31, 2017, we entered into a Second Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as the administrative agent, and other lenders named therein, which amended and restated the terms of the obligations owed by us under the Amended, Restated and Consolidated Credit Agreement dated as of July 17, 2014, pursuant to which we have access to a $400.0 million unsecured Line of Credit (the “LOC”) and entered into a $200.0 million senior unsecured term loan (the “Term Loan”). The LOC maturity date was extended to October 27, 2021, and this term can be extended an additional year in two six-month increments, subject to certain conditions. The LOC bears interest at a rate of LIBOR plus 1.10 % to 1.55 % and requires an annual facility fee of 0.15 % to 0.35 %. The spread over LIBOR varies quarterly based on leverage measured throughout the loan term. In 2017, we incurred commitment and arrangement fees of approximately $3.7 million to extend the LOC and enter into the Term Loan, as discussed below.
Unsecured Line of Credit
During the year ended December 31, 2019, we paid off and borrowed amounts on our LOC, leaving a balance of $160.0 million outstanding as of December 31, 2019. As of December 31, 2019, our LOC has a remaining borrowing capacity of $240.0 million with the option to increase the borrowing capacity by $200.0 million, subject to certain conditions. The LOC had no outstanding balance as of December 31, 2018.
Term Loan
Our $200.0 million unsecured Term Loan matures on April 27, 2023 and has an interest rate of LIBOR plus 1.20 % to 1.90 % per annum and, subject to certain conditions, may be prepaid at any time without premium or penalty. The spread over LIBOR varies quarterly based on leverage measured throughout the loan term. The Term Loan contains customary representations, warranties, and negative and affirmative covenants, and provides for acceleration of principal and payment of all other amounts payable thereunder upon the occurrence of certain events of default. In connection with the Term Loan, as amended under the Second Amended and Restated Credit Agreement, we also entered into a three-year LIBOR Swap Agreement (the "2017 Swap") allowing us to trade the variable interest rate for a fixed interest rate on the Term Loan. See Note 10. Derivative Instruments and Hedging Activities for further discussion.
Future Maturities of Debt
The following table presents the aggregate scheduled payments of principal on long-term borrowings for each of the next five years and thereafter as of December 31, 2019:
(amounts in thousands) | Amount | |||
2020 | $ | |||
2021 | ||||
2022 | ||||
2023 | ||||
2024 | ||||
Thereafter | ||||
Net unamortized premiums | ||||
Unamortized deferred financing costs | ( | ) | ||
Total | $ | |||
As of December 31, 2019, we were in compliance in all material respects with the covenants in our borrowing arrangements.
F-26
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 10—Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
We record all derivatives at fair value. Our objective in utilizing interest rate derivatives is to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in our exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The changes in the fair value of the designated derivative that qualify as a cash flow hedge are recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets and subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings.
Our previous swap, entered into in 2014, matured during 2017. In connection with our Term Loan, we entered into the 2017 Swap (see Note 9. Borrowing Arrangements for further discussion on the Term Loan) allowing us to trade the variable interest rate on the Term Loan for a fixed interest rate. The 2017 Swap has a notional amount of $200.0 million of outstanding principal with an underlying LIBOR of 1.85 % per annum for the first three years and matures on November 1, 2020. Based on the leverage as of December 31, 2019 and 2018, our spread over LIBOR was 1.20 % resulting in an estimated all-in interest rate of 3.05 % per annum.
Our derivative financial instrument is classified as Level 2 in the fair value hierarchy. The following table presents the fair value of our derivative financial instrument:
As of December 31, | ||||||||||
(amounts in thousands) | Balance Sheet Location | 2019 | 2018 | |||||||
Interest Rate Swap | Other assets, net | $ | $ | |||||||
Interest Rate Swap | Accounts payable and other liabilities | $ | $ | |||||||
The table below presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income:
Derivatives in Cash Flow Hedging Relationship | Amount of (gain)/loss recognized in OCI on derivative for the year ended December 31, | Location of (gain)/ loss reclassified from accumulated OCI into income | Amount of (gain)/loss reclassified from accumulated OCI into income for the year ended December 31, | |||||||||||||||||||||||
(amounts in thousands) | 2019 | 2018 | 2017 | (amounts in thousands) | 2019 | 2018 | 2017 | |||||||||||||||||||
Interest Rate Swap | $ | $ | ( | ) | $ | ( | ) | Interest Expense | $ | ( | ) | $ | ( | ) | $ | |||||||||||
During the next twelve months, we estimate that an additional $0.4 million will be reclassified as an increase to interest expense. This estimate may be subject to change as the underlying LIBOR changes. We determined that no adjustment was necessary for non-performance risk on our derivative obligation. As of December 31, 2019, we did not post any collateral related to this agreement.
F-27
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 11—Deferred Revenue of Membership Upgrade Sales and Deferred Commission Expense
The components of the change in deferred revenue entry of membership subscriptions and deferred commission expense were as follows:
As of | ||||||||
(amounts in thousands) | 2019 | 2018 | ||||||
Deferred revenue - upfront payments from membership upgrade sales as of December 31, | $ | $ | ||||||
Cumulative effect of change in accounting principle (1) | — | |||||||
Deferred revenue - upfront payments from membership subscriptions as of January 1, | ||||||||
Membership upgrade sales current period, gross | ||||||||
Revenue recognized from membership upgrade sales upfront payments | ( | ) | ( | ) | ||||
Net increase in deferred revenue - upfront payments from membership grade sales | ||||||||
Deferred revenue - upfront payments from membership upgrade sales as of December 31, | $ | $ | ||||||
Deferred commission expense as of December 31 | $ | $ | ||||||
Cumulative effect of change in accounting principle (1) | — | |||||||
Deferred commission expense as of January 1, | ||||||||
Deferred commission expense | ||||||||
Commission expense recognized | ( | ) | ( | ) | ||||
Net increase in deferred commission expense | ||||||||
Deferred commission expense as of December 31, | $ | $ | ||||||
_____________________
(1) |
Note 12—Transactions with Related Parties
Note 13—Equity Incentive Awards
Our 2014 Equity Incentive Plan (the "2014 Plan") was adopted by the Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014. Pursuant to the 2014 Plan, our officers, directors, employees and consultants may be awarded restricted stock, options, including non-qualified stock options and incentive stock options, and other forms of equity awards subject to conditions and restrictions determined by the Compensation, Nominating, and Corporate Governance Committee of our Board of Directors (the "Compensation Committee").
Equity awards under the 2014 Plan are made by the Compensation Committee, who determines the individuals eligible to receive awards, the types of awards, and the terms, conditions and restrictions applicable to any award. Grants to directors are determined by the Board of Directors. As of December 31, 2019, 5,664,562 shares remained available for future grants.
Restricted stock and options under the 2014 Plan have a maximum contractual term of ten years from the date of grant and have an exercise price not less than the fair value of the stock on the grant date. Individual grants could have different vesting periods but generally no longer than three and a half years. All restricted stock awards have non-forfeitable rights to dividend payments even if the underlying stock does not entirely vest.
Grants Issued
During the quarter ended March 31, 2019, 122,400 shares of restricted stock were awarded to certain members of our management team. Of these shares, 50 % are time-based awards, vesting in equal installments over a three-year period on January 31, 2020, January 29, 2021, and January 31, 2022, respectively, and have a grant date fair value of $3.2 million. The remaining
F-28
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 13—Equity Incentive Awards (continued)
During the quarter ended June 30, 2019, 70,862 shares of restricted stock were awarded to certain members of our Board of Directors at a fair value of approximately $4.1 million. These shares are time-based awards subject to various vesting dates between October 30, 2019 and April 30, 2022.
Stock-based compensation expense, reported in general and administrative on the Consolidated Statements of Income and Comprehensive income, for the years ended December 31, 2019, 2018 and 2017 was $10.5 million, $10.0 million and $9.4 million, respectively.
Restricted Stock
A summary of our restricted stock activities and related information, as adjusted for stock split, is as follows:
Number of Shares | Weighted Average Grant Date Fair Value Per Share | |||
Balance at December 31, 2016 | $ | |||
Shares granted | $ | |||
Shares forfeited | ( | ) | $ | |
Shares vested | ( | ) | $ | |
Balance at December 31, 2017 | $ | |||
Shares granted | $ | |||
Shares vested | ( | ) | $ | |
Balance at December 31, 2018 | $ | |||
Shares granted | $ | |||
Shares vested | ( | ) | $ | |
Balance at December 31, 2019 | $ | |||
Compensation expense to be recognized subsequent to December 31, 2019 for restricted stock granted during or prior to 2019 that have not yet vested was $11.1 million, which is expected to be recognized over a weighted average term of 1.7 years.
Stock Options
The fair value of stock options granted was estimated on the grant date using the Black-Scholes-Merton model. The following table includes the assumptions made in the valuation, as adjusted for stock split:
2018 | 2017 | ||
Dividend Yield | |||
Risk-free interest rate | |||
Expected Life | |||
Expected Volatility | |||
Weighted Average Grant Date Fair Value Per Share | $ | $ | |
F-29
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 13—Equity Incentive Awards (continued)
There were no stock options granted during 2019. No options were forfeited or expired during the years ended December 31, 2019, 2018 and 2017. A summary of our stock option activity and related information, as adjusted for stock split, is as follows:
Shares Subject To Options | Weighted Average Exercise Price Per Share | Weighted Average Outstanding Contractual Life (in years) | Average Intrinsic Value (in millions) | |||||
Balance at December 31, 2016 | $ | $ | ||||||
Options issued | $ | |||||||
Options exercised | ( | ) | $ | $ | ||||
Balance at December 31, 2017 | $ | $ | ||||||
Options issued | $ | |||||||
Options exercised | ( | ) | $ | $ | ||||
Balance at December 31, 2018 | $ | $ | ||||||
Options exercised | ( | ) | $ | $ | ||||
Balance at December 31, 2019 | $ | $ | ||||||
Exercisable at December 31, 2019 | $ | $ | ||||||
Note 14—Long-Term Cash Incentive Plan
2019 LTIP
On February 11, 2019, the Compensation Committee approved a Long-Term Cash Incentive Plan Award (the "2019 LTIP") to provide a long-term cash bonus opportunity to certain members of our management. The 2019 LTIP was approved by the Compensation Committee pursuant to the authority set forth in the Long-Term Cash Incentive Plan approved by our Board of Directors on May 15, 2007. The total cumulative payment for all participants (the "Eligible Payment") is based upon certain performance conditions being met over a three-year period ending December 31, 2021.
The Compensation Committee has responsibility for administering the 2019 LTIP and may use its reasonable discretion to adjust the performance criteria or the Eligible Payment to take into account the impact of any major or unforeseen transaction or event. Our named executive officers are not participants in the 2019 LTIP. The Eligible Payment will be paid, at the discretion of the Compensation Committee, in cash upon completion of our annual audit for the 2021 fiscal year and upon satisfaction of the vesting conditions as outlined in the 2019 LTIP. For the year ended December 31, 2019, we accrued compensation expense of approximately $1.5 million.
2016 LTIP
F-30
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 15—Savings Plan
We maintain a qualified retirement plan under which eligible employees may defer compensation for income tax purposes under Section 401(k) of the Internal Revenue Code (the "401K Plan"). The 401K Plan permits eligible employees and those of any Subsidiary to defer up to 60.0 % of their compensation on a pre-tax basis subject to certain limits. In addition, we match 100.0 % of their contribution up to the first 3.0 % and then 50.0 % of the next 2.0 % for a maximum potential match of 4.0 %. Both employee's and our matching contributions vest immediately.
Note 16—Commitments and Contingencies
We are involved in various legal and regulatory proceedings ("Proceedings") arising in the ordinary course of business. The Proceedings include, but are not limited to, legal claims made by employees, vendors and customers, and notices, consent decrees, information requests, additional permit requirements and other similar enforcement actions by governmental agencies relating to our utility infrastructure, including water and wastewater treatment plants and other waste treatment facilities and electrical systems. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Proceedings taken together do not represent a material liability. In addition, to the extent any such proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.
The Operating Partnership operates and manages Westwinds, a 720 site mobilehome community, and Nicholson Plaza, an adjacent shopping center, both located in San Jose, California pursuant to ground leases that expire on August 31, 2022 and do not contain extension options. The master lessor of these ground leases, The Nicholson Family Partnership (the “Nicholsons”), has expressed a desire to redevelop Westwinds, and in a written communication, they claimed that we were obligated to deliver the property free and clear of any and all subtenancies upon the expiration of the ground leases on August 31, 2022. In connection with any redevelopment, the City of San Jose’s conversion ordinance requires, among other things, that the landowner provide relocation, rental and purchase assistance to the impacted residents.
We believe the Nicholsons’ demand is unlawful, and on December 30, 2019, the Operating Partnership filed a complaint in California Superior Court for Santa Clara County, seeking declaratory relief pursuant to which it requested that the Court determine, among other things, that the Operating Partnership has no obligation to deliver the property free and clear of the mobilehome residents upon the expiration of the ground leases. The Operating Partnership filed an amended complaint on January 29, 2020. The Nicholsons filed a demand for arbitration on January 28, 2020, which they amended on February 21, 2020, pursuant to which they request a declaration that the Operating Partnership, as the “owner and manager” of Westwinds, is “required by the Ground Leases, and State and local law to deliver the Property free of any encumbrances or third-party claims at the expiration of the lease terms.” On February 3, 2020, the Nicholsons filed a motion in California Superior Court to compel arbitration and to stay the litigation, which motion is scheduled to be heard on March 24, 2020. We intend to continue to vigorously defend our interests in this matter. As of December 31, 2019 we have not made an accrual, as we are unable to predict the outcome of this matter or reasonably estimate any possible loss.
F-31
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 17—Reportable Segments
Operating segments are defined as components of an entity for which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"). The CODM evaluates and assesses performance on a monthly basis. Segment operating performance is measured on Net Operating Income ("NOI"). NOI is defined as total operating revenues less total operating expenses. Segments are assessed before interest income and depreciation and amortization.
We have identified two reportable segments: (i) Property Operations and (ii) Home Sales and Rentals Operations. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the total portfolio from regional economic influences.
All revenues are from external customers and there is no customer who contributed 10% or more of our total revenues during the years ended December 31, 2019, 2018 and 2017.
The following tables summarize our segment financial information for the years ended December 31, 2019, 2018, and 2017:
Year Ended December 31, 2019 | |||||||||||
(amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||
Operations revenues | $ | $ | $ | ||||||||
Operations expenses | ( | ) | ( | ) | ( | ) | |||||
Income from segment operations | |||||||||||
Interest income | |||||||||||
Depreciation and amortization | ( | ) | ( | ) | ( | ) | |||||
Gain on sale of real estate, net | |||||||||||
Income (loss) from operations | $ | $ | ( | ) | $ | ||||||
Reconciliation to consolidated net income: | |||||||||||
Corporate interest income | |||||||||||
Income from other investments, net | |||||||||||
General and administrative | ( | ) | |||||||||
Other expenses | ( | ) | |||||||||
Interest and related amortization | ( | ) | |||||||||
Equity in income of unconsolidated joint ventures | |||||||||||
Early debt retirement | ( | ) | |||||||||
Consolidated net income | $ | ||||||||||
Total assets | $ | $ | $ | ||||||||
Capital improvements | $ | $ | $ | ||||||||
F-32
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 17—Reportable Segments (continued)
Year Ended December 31, 2018 | |||||||||||
(amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||
Operations revenues | $ | $ | $ | ||||||||
Operations expenses | ( | ) | ( | ) | ( | ) | |||||
Income from segment operations | |||||||||||
Interest income | |||||||||||
Depreciation and amortization | ( | ) | ( | ) | ( | ) | |||||
Gain on sale of real estate, net | |||||||||||
Income (loss) from operations | $ | $ | ( | ) | $ | ||||||
Reconciliation to consolidated net income: | |||||||||||
Corporate interest income | |||||||||||
Income from other investments, net | |||||||||||
General and administrative | ( | ) | |||||||||
Other expenses | ( | ) | |||||||||
Interest and related amortization | ( | ) | |||||||||
Equity in income of unconsolidated joint venture | |||||||||||
Early debt retirement | ( | ) | |||||||||
Consolidated net income | $ | ||||||||||
Total assets | $ | $ | $ | ||||||||
Capital Improvements | $ | $ | $ | ||||||||
Year Ended December 31, 2017 | |||||||||||
(amounts in thousands) | Property Operations | Home Sales and Rentals Operations | Consolidated | ||||||||
Operations revenues | $ | $ | $ | ||||||||
Operations expenses | ( | ) | ( | ) | ( | ) | |||||
Income from segment operations | |||||||||||
Interest income | |||||||||||
Depreciation and amortization | ( | ) | ( | ) | ( | ) | |||||
Gain on sale of real estate, net | |||||||||||
Income (loss) from operations | $ | $ | ( | ) | $ | ||||||
Reconciliation to consolidated net income: | |||||||||||
Corporate interest income | |||||||||||
Income from other investments, net | |||||||||||
General and administrative | ( | ) | |||||||||
Other expenses | ( | ) | |||||||||
Interest and related amortization | ( | ) | |||||||||
Equity in income of unconsolidated joint ventures | |||||||||||
Early debt retirement | ( | ) | |||||||||
Consolidated net income | $ | ||||||||||
Total assets | $ | $ | $ | ||||||||
Capital Improvements | $ | $ | $ | ||||||||
F-33
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 17—Reportable Segments (continued)
The following table summarizes our financial information for the Property Operations segment for the years ended December 31, 2019, 2018, and 2017:
Years Ended December 31, | |||||||||||
(amounts in thousands) | 2019 | 2018 | 2017 | ||||||||
Revenues: | |||||||||||
Rental income | $ | $ | $ | ||||||||
Annual membership subscriptions | |||||||||||
Membership upgrade sales current period, gross | |||||||||||
Membership upgrade sales upfront payments, deferred, net | ( | ) | ( | ) | ( | ) | |||||
Other income | |||||||||||
Ancillary services revenues, net | |||||||||||
Total property operations revenues | |||||||||||
Expenses: | |||||||||||
Property operating and maintenance | |||||||||||
Real estate taxes | |||||||||||
Sales and marketing, gross | |||||||||||
Membership sales commissions, deferred, net | ( | ) | ( | ) | ( | ) | |||||
Property management | |||||||||||
Total property operations expenses | |||||||||||
Income from property operations segment | $ | $ | $ | ||||||||
The following table summarizes our financial information for the Home Sales and Rentals Operations segment for the years ended December 31, 2019, 2018, and 2017:
Years Ended December 31, | |||||||||||
(amounts in thousands) | 2019 | 2018 | 2017 | ||||||||
Revenues: | |||||||||||
Rental income (1) | $ | $ | $ | ||||||||
Gross revenue from home sales | |||||||||||
Brokered resale revenues, net | |||||||||||
Ancillary services revenues, net | |||||||||||
Total revenues | |||||||||||
Expenses: | |||||||||||
Cost of home sales | |||||||||||
Home selling expenses | |||||||||||
Rental home operating and maintenance | |||||||||||
Total expenses | |||||||||||
Income from home sales and rentals operations segment | $ | $ | $ | ||||||||
_____________________
(1) |
F-34
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 18—Quarterly Financial Data (unaudited)
2019 | |||||||||||||||
(amounts in thousands, except per share data) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||
Total revenues | $ | $ | $ | $ | |||||||||||
Consolidated net income | $ | $ | $ | $ | |||||||||||
Net income available for Common Stockholders | $ | $ | $ | $ | |||||||||||
Basic weighted average Common Shares | |||||||||||||||
Diluted weighted average Common Shares | |||||||||||||||
Earnings per Common Share — Basic | $ | $ | $ | $ | |||||||||||
Earnings per Common Share — Fully Diluted | $ | $ | $ | $ | |||||||||||
2018 | |||||||||||||||
(amounts in thousands, except per share data) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||
Total revenues | $ | $ | $ | $ | |||||||||||
Consolidated net income | $ | $ | $ | $ | |||||||||||
Net income available for Common Stockholders (1) | $ | $ | $ | $ | |||||||||||
Basic weighted average Common Shares | |||||||||||||||
Diluted weighted average Common Shares | |||||||||||||||
Earnings per Common Share — Basic | $ | $ | $ | $ | |||||||||||
Earnings per Common Share — Fully Diluted | $ | $ | $ | $ | |||||||||||
_____________________
(1) The sum of the four quarterly results may not total to the full year results due to rounding.
Note 19—Subsequent Events
Equity Incentive Awards
On February 11, 2020, the Compensation Committee approved the 2020 Restricted Stock Award Program for certain members of our management team pursuant to the authority set forth in the 2014 Plan. As a result, we awarded 90,933 shares of restricted stock. Of these shares, 50 % are time-based awards, vesting in equal installments over a three-year period on January 29, 2021, January 31, 2022 and January 27, 2023, respectively, and have a grant date fair value of $3.3 million. The remaining 50 % are performance-based awards vesting in equal installments on on January 29, 2021, January 31, 2022 and January 27, 2023, respectively, upon meeting performance conditions to be established by the Compensation Committee in the year of the vesting period. They are valued using the closing price at the grant date when all the key terms and conditions are known to all parties. The 15,154 shares of restricted stock subject to 2020 performance goals have a grant date fair value of $1.1 million.
F-35
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Properties Held for Long Term | ||||||||||||||||||||||||||||||||||||||||||
Hidden Cove | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | 2006 | ||||||||||||||||||||||||||||||
Apache East | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Countryside RV | ( | ) | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||
Denali Park | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Golden Sun RV | ( | ) | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||
Valley Vista | ( | ) | 2010 | |||||||||||||||||||||||||||||||||||||||
Casita Verde RV | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Fiesta Grande RV | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Foothills West RV | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Sunshine Valley | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Verde Valley | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Casa del Sol East II | ( | ) | 1996 | |||||||||||||||||||||||||||||||||||||||
Casa del Sol East III | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Palm Shadows | ( | ) | ( | ) | 1993 | |||||||||||||||||||||||||||||||||||||
Hacienda De Valencia | ( | ) | ( | ) | 1984 | |||||||||||||||||||||||||||||||||||||
Mesa Spirit | ( | ) | ( | ) | 2014 | |||||||||||||||||||||||||||||||||||||
Monte Vista | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Seyenna Vistas | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
The Highlands at Brentwood | ( | ) | ( | ) | 1993 | |||||||||||||||||||||||||||||||||||||
Viewpoint | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Apollo Village | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Casa del Sol West I | ( | ) | 1996 | |||||||||||||||||||||||||||||||||||||||
Carefree Manor | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Central Park | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Desert Skies | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Sunrise Heights | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Whispering Palms | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Desert Vista | ( | ) | 2010 | |||||||||||||||||||||||||||||||||||||||
Sedona Shadows | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Venture In | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Paradise | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
The Meadows | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Fairview Manor | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
S-1
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Westpark | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Araby | ( | ) | 2003 | |||||||||||||||||||||||||||||||||||||||
Cactus Gardens | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Capri RV | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Desert Paradise | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Foothill | ( | ) | 2003 | |||||||||||||||||||||||||||||||||||||||
Mesa Verde | ( | ) | ( | ) | 2007 | |||||||||||||||||||||||||||||||||||||
Suni Sands | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Cultus Lake | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Soledad Canyon | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Los Ranchos | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Monte del Lago | ( | ) | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||
Date Palm Country Club | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Date Palm RV | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Colony Park | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Russian River | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Oakzanita Springs | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Rancho Mesa | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Rancho Valley | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Snowflower | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Four Seasons | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Yosemite Lakes | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Royal Holiday | ( | ) | 1999 | |||||||||||||||||||||||||||||||||||||||
Idyllwild | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Pio Pico | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Tahoe Valley | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Sea Oaks | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Ponderosa | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Turtle Beach | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Wilderness Lake | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Coralwood | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Morgan Hill | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Lake Minden | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Pacific Dunes Ranch | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
S-2
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Lake of the Springs | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Concord Cascade | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
San Francisco RV | ( | ) | 2005 | |||||||||||||||||||||||||||||||||||||||
San Benito | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Palm Springs | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Las Palmas | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Parque La Quinta | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Quail Meadows | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
California Hawaiian | ( | ) | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||
Nicholson Plaza | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Sunshadow | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Village of the Four Seasons | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Westwinds (4 properties) | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Laguna Lake | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Contempo Marin | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Rancho Oso | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
DeAnza Santa Cruz | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Meadowbrook | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Santa Cruz Ranch RV | ( | ) | 2007 | |||||||||||||||||||||||||||||||||||||||
Lamplighter | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Santiago Estates | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Royal Oaks | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Hillcrest Village | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Cimarron | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||||
Holiday Village | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||||
Bear Creek | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Holiday Hills | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Golden Terrace | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||||
Golden Terrace South | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Golden Terrace West | ( | ) | 1986 | |||||||||||||||||||||||||||||||||||||||
Pueblo Grande | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||||
Woodland Hills | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Stonegate Manor | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Waterford Estates | ( | ) | ( | ) | 1996 | |||||||||||||||||||||||||||||||||||||
S-3
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
McNicol | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Whispering Pines | ( | ) | 1988 | |||||||||||||||||||||||||||||||||||||||
Mariners Cove | ( | ) | ( | ) | 1987 | |||||||||||||||||||||||||||||||||||||
Sweetbriar | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Aspen Meadows | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Camelot Meadows | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Riverside RV | ( | ) | 2016 | |||||||||||||||||||||||||||||||||||||||
Toby’s | ( | ) | ( | ) | 2003 | |||||||||||||||||||||||||||||||||||||
Sunshine Key | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Manatee | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Windmill Manor | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Clover Leaf Farms | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Clover Leaf Forest | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Glen Ellen | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||||
Hillcrest | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Holiday Ranch | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Serendipity | ( | ) | ( | ) | 2018 | |||||||||||||||||||||||||||||||||||||
Shady Lane Oaks | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Shady Lane Village | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Silk Oak | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||||
Clerbrook | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Lake Magic | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Orange Lake | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Orlando | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Crystal Isles | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Cheron Village | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Carriage Cove | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Lake Haven | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Coquina Crossing | ( | ) | ( | ) | 1999 | |||||||||||||||||||||||||||||||||||||
Colony Cove | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Ridgewood Estates | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Haselton Village | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Southern Palms | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Bulow Plantation | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
S-4
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Bulow Village RV | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Carefree Cove | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Everglades Lakes | ( | ) | 2018 | |||||||||||||||||||||||||||||||||||||||
Park City West | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Sunshine Holiday RV | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Crystal Lakes-Fort Myers | ( | ) | 2018 | |||||||||||||||||||||||||||||||||||||||
Fort Myers Beach Resort | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Gulf Air Resort | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Lakeside Terrace | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Grand Island | ( | ) | 2001 | |||||||||||||||||||||||||||||||||||||||
Holiday Travel Park | ( | ) | 2018 | |||||||||||||||||||||||||||||||||||||||
Barrington Hills | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Sherwood Forest | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Sherwood Forest RV | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Tropical Palms | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Lake Worth Village | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Beacon Hill Colony | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Beacon Terrace | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Kings & Queens | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Lakeland Harbor | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Lakeland Junction | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Maralago Cay | ( | ) | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||
Down Yonder | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
East Bay Oaks | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Eldorado Village | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Paradise Park- Largo | ( | ) | ( | ) | 2017 | |||||||||||||||||||||||||||||||||||||
Shangri La | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Vacation Village | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Whispering Pines - Largo | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Coachwood | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Mid-Florida Lakes | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Fiesta Key | ( | ) | 2013 | |||||||||||||||||||||||||||||||||||||||
Pasco | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Coral Cay Plantation | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
S-5
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Lakewood Village | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Miami Everglades | ( | ) | 2015 | |||||||||||||||||||||||||||||||||||||||
Southernaire | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Loggerhead Marinas (11 properties) | ( | ) | 2019 | |||||||||||||||||||||||||||||||||||||||
Country Place (2) | ( | ) | ( | ) | 1986 | |||||||||||||||||||||||||||||||||||||
Hacienda Village | ( | ) | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||
Harbor View | ( | ) | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||
Bay Lake Estates | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Lake Village | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Royal Coachman | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Buccaneer | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Island Vista | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Lake Fairways | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Pine Lakes | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Pioneer Village | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Sunseekers | ( | ) | 2018 | |||||||||||||||||||||||||||||||||||||||
The Heritage | ( | ) | 1993 | |||||||||||||||||||||||||||||||||||||||
Windmill Village | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||||
Foxwood | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Oak Bend | ( | ) | 1993 | |||||||||||||||||||||||||||||||||||||||
Villas at Spanish Oaks | ( | ) | 1993 | |||||||||||||||||||||||||||||||||||||||
Silver Dollar | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Audubon | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Hidden Valley | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Starlight Ranch | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Holiday Village | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||||
Sunshine Holiday MH | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
The Meadows | ( | ) | 1999 | |||||||||||||||||||||||||||||||||||||||
Terra Ceia | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Lakes at Countrywood | ( | ) | ( | ) | 2001 | |||||||||||||||||||||||||||||||||||||
Meadows at Countrywood | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Oaks at Countrywood | ( | ) | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||
Breezy Hill RV | ( | ) | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||
Highland Wood RV | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||||
S-6
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Harbor Lakes | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Lighthouse Pointe | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Pickwick | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Rose Bay | ( | ) | 2016 | |||||||||||||||||||||||||||||||||||||||
Emerald Lake | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Gulf View | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Tropical Palms | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Kingswood | ( | ) | 2018 | |||||||||||||||||||||||||||||||||||||||
Palm Lake | ( | ) | 2018 | |||||||||||||||||||||||||||||||||||||||
Indian Oaks | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Space Coast | ( | ) | 2014 | |||||||||||||||||||||||||||||||||||||||
Covington Estates | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Winds of St. Armands North | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Winds of St. Armands South | ( | ) | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||
Topics | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Pine Island Resort | ( | ) | 2007 | |||||||||||||||||||||||||||||||||||||||
Carefree Village | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Tarpon Glen | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Featherock | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Bay Indies | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Ramblers Rest | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Countryside | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Heritage Plantation | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Heron Cay | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Holiday Village | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Sunshine Travel | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Vero Palm | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Village Green | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Peace River | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Palm Beach Colony | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Parkwood Communities | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Three Flags RV Resort | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Winter Garden | ( | ) | 2007 | |||||||||||||||||||||||||||||||||||||||
Crystal Lake-Zephyrhills | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
S-7
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Forest Lake Estates | ( | ) | ( | ) | 2016 | |||||||||||||||||||||||||||||||||||||
Forest Lake Village | ( | ) | 2016 | |||||||||||||||||||||||||||||||||||||||
Sixth Avenue | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Coach Royale | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Maple Grove | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Shenandoah Estates | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
West Meadow Estates | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
O'Connell's | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Pheasant Lake Estates | ( | ) | ( | ) | 2013 | |||||||||||||||||||||||||||||||||||||
Pine Country | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Willow Lake Estates | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Golf Vistas Estates | ( | ) | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||
Indian Lakes | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Horseshoe Lake | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Twin Mills RV | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Lakeside | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Diamond Caverns Resort & Golf Club | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Gateway to Cape Cod | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Hillcrest | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
The Glen | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Old Chatham RV | ( | ) | ( | ) | 2005 | |||||||||||||||||||||||||||||||||||||
Sturbridge | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Fernwood | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Williams Estates and Peppermint Woods | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Mt. Desert Narrows | ( | ) | 2007 | |||||||||||||||||||||||||||||||||||||||
Patton Pond | ( | ) | 2007 | |||||||||||||||||||||||||||||||||||||||
Pinehirst RV Park | ( | ) | ( | ) | 2005 | |||||||||||||||||||||||||||||||||||||
Narrows Too | ( | ) | 2007 | |||||||||||||||||||||||||||||||||||||||
Moody Beach | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Bear Cave Resort | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
St. Clair | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Cedar Knolls | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Cimarron Park | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
S-8
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Rockford Riverview Estates | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Rosemount Woods | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Forest Lake | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Scenic | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Waterway RV | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Twin Lakes | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Green Mountain Park | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Lake Gaston | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Lake Myers RV | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Bogue Pines | ( | ) | 2015 | |||||||||||||||||||||||||||||||||||||||
Goose Creek | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Whispering Pines - NC | ( | ) | 2015 | |||||||||||||||||||||||||||||||||||||||
White Oak Shores | ( | ) | 2019 | |||||||||||||||||||||||||||||||||||||||
Buena Vista | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Meadow Park | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Sandy Beach RV | ( | ) | 2005 | |||||||||||||||||||||||||||||||||||||||
Pine Acres | ( | ) | 2014 | |||||||||||||||||||||||||||||||||||||||
Tuxbury Resort | ( | ) | 2007 | |||||||||||||||||||||||||||||||||||||||
King Nummy | ( | ) | 2018 | |||||||||||||||||||||||||||||||||||||||
Mays Landing | ( | ) | 2014 | |||||||||||||||||||||||||||||||||||||||
Echo Farms | ( | ) | 2014 | |||||||||||||||||||||||||||||||||||||||
Lake & Shore | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Chestnut Lake | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Sea Pines | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Pine Ridge at Crestwood | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Mountain View - NV | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Bonanza | ( | ) | 1983 | |||||||||||||||||||||||||||||||||||||||
Boulder Cascade | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Cabana | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Flamingo West | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||||
Las Vegas | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Villa Borega | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Rondout Valley Resort | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
S-9
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Alpine Lake | ( | ) | 2005 | |||||||||||||||||||||||||||||||||||||||
Lake George Escape | ( | ) | 2005 | |||||||||||||||||||||||||||||||||||||||
The Woodlands | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Greenwood Village | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||||
Brennan Beach | ( | ) | 2005 | |||||||||||||||||||||||||||||||||||||||
Lake George Schroon Valley | ( | ) | 2008 | |||||||||||||||||||||||||||||||||||||||
Kenisee Lake | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Wilmington | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Bend | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Shadowbrook | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Pacific City | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Falcon Wood Village | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Portland Fairview | ( | ) | 2016 | |||||||||||||||||||||||||||||||||||||||
Quail Hollow | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
South Jetty | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Seaside | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Whalers Rest | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Mt. Hood | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||||
Greenbriar Village | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Sun Valley | ( | ) | 2009 | |||||||||||||||||||||||||||||||||||||||
Green Acres | ( | ) | ( | ) | 1988 | |||||||||||||||||||||||||||||||||||||
Gettysburg Farm | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Timothy Lake North | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Timothy Lake South | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Drummer Boy | ( | ) | ( | ) | 2019 | |||||||||||||||||||||||||||||||||||||
Round Top | ( | ) | ( | ) | 2019 | |||||||||||||||||||||||||||||||||||||
Circle M | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Hershey | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Robin Hill | ( | ) | 2009 | |||||||||||||||||||||||||||||||||||||||
Dutch County | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Spring Gulch | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Lil Wolf | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Scotrun | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Appalachian | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
S-10
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Mountain View - PA | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||||
Timber Creek | ( | ) | 2018 | |||||||||||||||||||||||||||||||||||||||
Carolina Landing | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Inlet Oaks | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
The Oaks at Point South | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Natchez Trace | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Cherokee Landing | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Alamo Palms Resort | ( | ) | ( | ) | 2012 | |||||||||||||||||||||||||||||||||||||
Bay Landing | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Colorado River | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Victoria Palms Resort | ( | ) | ( | ) | 2012 | |||||||||||||||||||||||||||||||||||||
Lake Texoma | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Lakewood RV | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Paradise Park RV | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Sunshine RV | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Tropic Winds | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||||
Medina Lake | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Paradise South | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Lake Tawakoni | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Fun n Sun RV | ( | ) | ( | ) | 1998 | |||||||||||||||||||||||||||||||||||||
Country Sunshine | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Southern Comfort | ( | ) | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||
Lake Whitney | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Lake Conroe | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Westwood Village | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
St. George | ( | ) | 2010 | |||||||||||||||||||||||||||||||||||||||
All Seasons | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||||
Meadows of Chantilly | ( | ) | ( | ) | 1994 | |||||||||||||||||||||||||||||||||||||
Harbor View | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Lynchburg | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Chesapeake Bay | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Virginia Landing | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Grey's Point | ( | ) | ( | ) | 2017 | |||||||||||||||||||||||||||||||||||||
Bethpage | ( | ) | ( | ) | 2017 | |||||||||||||||||||||||||||||||||||||
S-11
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
Initial Cost to ELS | Costs Capitalized Subsequent to Acquisition (Improvements) | Gross Amount Carried at 12/31/19 | ||||||||||||||||||||||||||||||||||||||||
Real Estate (1) | Location | Encumbrances | Land | Depreciable Property | Land | Depreciable Property | Land | Depreciable Property | Total (3) | Accumulated Depreciation | Date of Acquisition | |||||||||||||||||||||||||||||||
Williamsburg | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Regency Lakes | ( | ) | ( | ) | 2011 | |||||||||||||||||||||||||||||||||||||
Birch Bay | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Mount Vernon | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Chehalis | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Grandy Creek | ( | ) | 2008 | |||||||||||||||||||||||||||||||||||||||
Tall Chief | ( | ) | 2010 | |||||||||||||||||||||||||||||||||||||||
Kloshe Illahee | ( | ) | ( | ) | 1997 | |||||||||||||||||||||||||||||||||||||
La Conner | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Leavenworth | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Thunderbird | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Little Diamond | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Oceana | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Crescent Bar | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Long Beach | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Paradise | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Rainbow Lake Manor | ( | ) | 2013 | |||||||||||||||||||||||||||||||||||||||
Fremont | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Yukon Trails | ( | ) | 2004 | |||||||||||||||||||||||||||||||||||||||
Blackhawk | ( | ) | 2014 | |||||||||||||||||||||||||||||||||||||||
Lakeland | ( | ) | 2014 | |||||||||||||||||||||||||||||||||||||||
Westwood Estates | ( | ) | 2013 | |||||||||||||||||||||||||||||||||||||||
Plymouth Rock | ( | ) | 2009 | |||||||||||||||||||||||||||||||||||||||
Tranquil Timbers | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Lake of the Woods | ( | ) | 2019 | |||||||||||||||||||||||||||||||||||||||
Neshonoc Lakeside | ( | ) | ( | ) | ( | ) | 2013 | |||||||||||||||||||||||||||||||||||
Arrowhead | ( | ) | 2006 | |||||||||||||||||||||||||||||||||||||||
Subtotal of Properties Held for Long Term | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
Realty Systems, Inc. | ( | ) | 2002 | |||||||||||||||||||||||||||||||||||||||
Management business and other | ( | ) | ||||||||||||||||||||||||||||||||||||||||
$ | ( | ) | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||||||||||||
(1) | The schedule excludes Properties in which we have a non-controlling joint venture interest and account for using the equity method of accounting. |
(2) | All Properties were acquired, except for Country Place Village, which was constructed. |
(3) | Aggregate cost for federal income tax purposes is approximately $ |
S-12
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
The following table presents the changes in gross investment in real estate:
(amounts in thousands) | 2019 | 2018 | 2017 | ||||||||
Balance, beginning of year | $ | $ | $ | ||||||||
Acquisitions | |||||||||||
Improvements | |||||||||||
Properties held for sale | ( | ) | |||||||||
Dispositions and other | ( | ) | ( | ) | ( | ) | |||||
Balance, end of year | $ | $ | $ | ||||||||
The following table presents the changes in accumulated depreciation related to investment in real estate:
(amounts in thousands) | 2019 | 2018 | 2017 | ||||||||
Balance, beginning of year | $ | $ | $ | ||||||||
Depreciation and amortization | |||||||||||
Properties held for sale | ( | ) | |||||||||
Dispositions and other | ( | ) | ( | ) | ( | ) | |||||
Balance, end of year | $ | $ | $ | ||||||||
S-13
Exhibit 4.2
DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following description of the terms of the capital stock of Equity LifeStyle Properties ("we," "us," "our" and "our company") is only a summary. This description is subject to, and qualified in its entirety by reference to, our Articles of Amendment and Restatement, as amended, or our charter, and our Second Amended and Restated Bylaws, as amended, or our bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit [4.2] is a part, and the Maryland General Corporation Law, or MGCL.
General
Our charter provides that we may issue up to 400,000,000 shares of common stock, $0.01 par value per share, and up to 10,000,000 shares of preferred stock, $0.01 par value per share. Subject to the provisions of our charter regarding excess stock (as described below), each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as otherwise provided by law or except as provided with respect to any other class or series of stock, the holders of this stock will possess the exclusive voting power. There is no cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors then standing for election and the holders of the remaining shares, if any, will not be able to elect any directors. On December 31, 2019, there were 182,089,595 shares of common stock outstanding, and no shares of preferred stock outstanding. Under Maryland law, our stockholders are generally not personally liable for any debt or obligation of our company solely as a result of their status as a stockholder of our company.
All outstanding shares of common stock have been duly authorized, and are fully paid and nonassessable. Subject to the preferential rights of any other class or series of stock that may be outstanding from time to time and to the provisions of our charter regarding excess stock, holders of shares of our common stock are entitled to receive distributions on their stock if, as and when authorized by our board of directors and declared by us out of assets legally available therefor. The holders of shares of our common stock are also entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up, after payment of or adequate provision for all our known debts and liabilities.
Holders of shares of common stock have no preference, conversion, exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any of our securities. Subject to the provisions of our charter regarding excess stock, shares of common stock will have equal dividend, distribution, liquidation and other rights, and have no preference, exchange or appraisal rights.
Restrictions on Ownership
Our charter, subject to certain exceptions, contains certain restrictions on the number of shares of our stock that a person may own. Our charter contains a stock ownership limit which prohibits any person from acquiring or holding, directly or indirectly, applying attribution rules under the Internal Revenue Code of 1986, as amended, or the Code, shares of stock in excess of 5.0% of the total number of shares or value of our outstanding stock, subject to certain adjustments, whichever is more restrictive. Our charter further prohibits (1) any person from beneficially or constructively owning shares of our stock that would result in us being “closely held” under Section 856(h) of the Code (without regard to whether the shares are owned during the last half of a taxable year), and (2) any person from transferring shares of our stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (as determined without reference to the rules of attribution). Unless exempted prospectively or retroactively by our board of directors, no person may own more than 5.0% of the aggregate number or value of the outstanding shares of our stock. However, our board of directors may not grant and has not granted such an exemption to any person whose ownership, direct or indirect, of in excess of 5.0% of the number or value of the outstanding shares of our stock (whichever is more restrictive) would result in us being “closely held” within the
meaning of Section 856(h) of the Code or otherwise would result in us failing to qualify as a real estate investment trust, or REIT.
Our board of directors may require the person seeking an exemption to represent to the satisfaction of our board of directors that the exemption will not result in us failing to qualify as a REIT. Our board of directors may also require the person to agree that any violation or attempted violation of any of the foregoing restrictions will result in the automatic transfer of the shares of stock causing such violation to the trust (as defined below). Our board of directors may require a ruling from the Internal Revenue Service, or the IRS, or an opinion of counsel, in either case in form and substance satisfactory to our board of directors in its sole discretion, to determine or ensure our qualification as a REIT.
Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our stock that will or may violate any of the foregoing restrictions on transferability and ownership, or any person who would have owned shares of our stock that resulted in a transfer of shares to the trust in the manner described below, will be required to give written notice immediately to us or, in the case of a proposed or attempted transfer, to give at least 15 days prior written notice to us, and to provide us with such other information as we may request in order to determine the effect of such transfer on us.
If any transfer of shares of our stock occurs which, if effective, would result in any person beneficially or constructively owning shares of our stock in excess or in violation of the above transfer or ownership limitations, then that number of shares of our stock the beneficial or constructive ownership of which otherwise would cause such person to violate such limitations (rounded to the nearest whole share) shall be treated as excess stock and automatically transferred to a trust for the exclusive benefit of one or more beneficiaries, designated by the person so long as (i) the shares of excess stock held in the trust would not be excess stock in the hands of such designated beneficiary and (ii) the prohibited owner does not receive a price for designating the beneficiary that reflects a price per share for such excess stock that exceeds (x) the price per share the prohibited owner paid for the shares of stock in the purported transfer that resulted in the stock being treated as excess stock, or (y) if the prohibited owner did not give value for such excess stock (through a gift, devise or other transaction), a price per share equal to the market price (as the term is defined in our charter) for the shares of the excess stock on the date of the purported transfer that resulted in the excess stock. The prohibited owner shall not acquire any rights in such shares. Such automatic transfer shall be deemed to be effective as of the close of business on the business day prior to the date of the violative transfer. Shares of excess stock held in the trust shall be issued and outstanding shares of our stock. The prohibited owner shall not benefit economically from ownership of any shares of stock held in the trust, shall have no rights to distributions (except upon liquidation) and shall not possess any rights to vote or other rights attributable to the shares of excess stock held in the trust. Subject to the foregoing limitations, the excess stock may be retransferred by the prohibited owner to any person (if the excess stock would not be considered excess stock in the hands of the person) at a price not to exceed the price paid by the prohibited owner or, if the prohibited owner did not give value for the excess stock (e.g., a transfer by gift or devise), the fair market value (as described below) at the time of the proposed transfer that resulted in the excess stock, at which point the excess stock will automatically be exchanged for the stock to which the excess stock is attributable. In addition, the excess stock held in trust is subject to purchase by us at a purchase price equal to the lesser of the price paid per share in the transaction that caused such stock to be excess stock (or, in the case of a devise or gift, the fair market value at the time of such devise or gift) and the fair market value of the excess stock on the date we exercise our right to purchase. Fair market value shall be the last reported sales price of the stock on the New York Stock Exchange, or the NYSE, on the trading day immediately preceding the relevant date, or if not then traded on the NYSE, the last reported sales price of the stock on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over which the stock may be traded, or if not then traded over any exchange or quotation system, then the fair market value of such stock on the relevant date as determined in good faith by the board of directors. Our right to purchase shall be effective for a period of 90 days after the later of the date of the purported transfer which resulted in the excess stock and the date the board of directors determines in good faith that such a transfer has occurred. From and after the intended transfer to the prohibited owner of the excess stock, the prohibited owner shall cease to be entitled to distributions (except upon liquidation), voting rights and other benefits with respect to the stock except the right to payment of the purchase price for the stock limited as described above or the retransfer of stock as provided above. Any dividend or distribution paid to a prohibited owner on excess stock prior to the
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discovery by us that the stock has been transferred in violation of the provisions of our charter shall be repaid to us upon demand. If the foregoing transfer restrictions are determined to be void or invalid by any court of competent jurisdiction, then the prohibited owner of any excess stock may be deemed, at our option, to have acted as an agent on behalf of us in acquiring such excess stock and to hold the excess stock on behalf of us.
All certificates representing shares of our common stock and our preferred stock will bear a legend referring to the restrictions described above.
Every record holder of more than 5.0% (or such other percentage as required by the Code and the related regulations promulgated by the U.S. Treasury Department) of all classes or series of our stock, including shares of our common stock, shall be required, upon demand, to give written notice to us stating the name and address of such record holder, the number of shares of each class and series of our stock which the record holder beneficially owns and a description of the manner in which such shares are held. Each such record holder shall provide to us such additional information as we may request in order to determine the effect, if any, of such beneficial ownership on our qualification as a REIT. In addition, each record holder shall upon demand be required to provide to us such information as we may reasonably request in order to determine our qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance. We may request such information after every sale, disposition or transfer of our common stock prior to the date a registration statement for such stock becomes effective. A record holder who fails to supply the required information will be required to file a supplemental statement with the IRS along with such holder’s U.S. federal income tax returns.
These ownership limits could delay, defer or prevent a change in control or other transaction of us that might involve a premium price for the common stock or otherwise be in the best interest of the stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer and Trust Company, LLC.
Preferred Stock
Subject to the limitations prescribed by our charter, our board of directors is authorized to classify any unissued shares of preferred stock and to reclassify any previously classified but unissued share of any series of preferred stock previously authorized by our board of directors. Prior to issuance of shares of each class or series of preferred stock, our board of directors is required by the MGCL and our charter to fix the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each series. The issuance of preferred stock could adversely affect the voting power, dividend rights and other rights of holders of common stock.
Certain Provisions of Maryland Law and of our Charter and Bylaws
The following summary of certain provisions of Maryland law and our charter and bylaws contains the material terms of our charter and our bylaws and is subject to, and qualified in its entirety by, reference to the MGCL and to our charter and our bylaws.
Classification of Board of Directors
Our bylaws provide that the number of directors may be established, increased or decreased by our board of directors but may not be fewer than the minimum number required by the MGCL (which currently is one) nor more than 15. However, our charter provides that, if there is stock outstanding and so long as there are three or more stockholders, the number of directors may not be less than three. All directors are elected to serve until the next annual meeting of our stockholders and until their successors are duly elected and qualify. Any vacancy on our board may be filled by a majority of the remaining directors, even if such a majority constitutes less than a quorum, except that a vacancy resulting from an increase in the number of directors must be filled by a majority of the entire board
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of directors. Our stockholders may elect a successor to fill a vacancy on our board which results from the removal of a director.
Removal of Directors
Our charter provides that a director may be removed only for cause and only by the affirmative vote of two-thirds of all the votes entitled to be cast for the election of our directors. This provision, when coupled with the provision in our bylaws authorizing our board of directors to fill vacant directorships, will preclude stockholders from removing incumbent directors and filling the vacancies created by such removal with their own nominees except upon a substantial affirmative vote and for cause.
Limitation of Liability and Indemnification
The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services, or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Article IX of our charter contains such a provision which eliminates such liability to the maximum extent permitted by the MGCL.
Our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any person who is or was a party to, or is threatened to be made a party to, any threatened or pending proceeding by reason of the fact that such person is or was a director or officer of our company, or while a director or officer of our company is or was serving, at our request, as a director, officer, agent, partner, employee or trustee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or whether conducted for profit or not. To the maximum extent permitted by Maryland law, the indemnification provided for in our charter and bylaws shall include reasonable expenses (including attorney’s fees), judgments, fines and amounts paid in settlement and any such expenses must be paid or reimbursed by us in advance of the final disposition of any such proceeding without requiring a preliminary determination of the ultimate entitlement to indemnification.
The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (2) the director or officer actually received an improper personal benefit in money, property or services, or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (1) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation, and (2) a written undertaking by or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements require, among other things, that we indemnify such persons to the fullest extent permitted by law, and advance to such persons all reasonable related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. Under these agreements, we must also indemnify and advance all reasonable expenses incurred by such persons seeking to enforce their rights under the indemnification
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agreements, and may cover our directors and executive officers under our directors’ and officers’ liability insurance. Although the form of indemnification agreement offers substantially the same scope of coverage afforded by law, it provides greater assurance to our directors and executive officers and such other persons that indemnification will be available because, as a contract, it cannot be modified unilaterally in the future by our board of directors or the stockholders to eliminate the rights it provides.
Maryland Business Combination Act
The MGCL establishes special requirements for “business combinations” between a Maryland corporation and “interested stockholders” or affiliates of interested stockholders unless exemptions are applicable. An interested stockholder is any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our then-outstanding voting stock or any person who is our affiliate or associate and was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding stock at any time within the two-year period immediately prior to the date in question. Among other things, the law prohibits for a period of five years a merger and other similar transactions between us and an interested stockholder unless our board of directors approved the transaction prior to the party becoming an interested stockholder. The five-year period runs from the most recent date on which the interested stockholder became an interested stockholder. The law also requires a supermajority stockholder vote for these transactions after the end of the five-year period. This means that the transaction must be approved by at least:
• | 80% of the votes entitled to be cast by holders of outstanding voting stock; and | ||
• | Two-thirds of the votes entitled to be cast by holders of outstanding voting stock other than stock held by the interested stockholder or an affiliate or associate of the interested stockholder with whom the business combination is to be effected. | ||
Our board of directors has adopted a resolution exempting from the provisions of the MGCL any business combination with Mr. Samuel Zell, who is the chairman of the board of directors of our company, certain holders of operating partnership 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. However, such resolution can be altered or repealed, in whole or in part, at any time by our board of directors. This permits the board of directors to determine whether alteration or repeal is in the best interests of our company and its stockholders without the delay inherent in taking such a determination to a stockholder vote. If such resolution is repealed or the business combination is with any other person, the business combination statute could have the effect of discouraging offers to acquire us and of increasing the difficulty of consummating these offers, even if our acquisition would be in our stockholders’ best interests.
Maryland Control Share Acquisitions Act
The MGCL provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved at a special meeting by the affirmative vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock owned by the acquiror, by officers or by employees who are directors of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: (1) one-tenth or more, but less than one-third; (2) one-third or more, but less than a majority; or (3) a majority or more of all voting power. Control shares do not include shares the acquiring person is entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions.
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A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel our board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, we may present the question at any stockholders meeting.
If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the Maryland Control Share Acquisition Act, then, subject to certain conditions and limitations, we may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of any meeting of stockholders at which the voting rights of such shares are considered and not approved or, if no such meeting is held, as of the date of the last control share acquisition by the acquirer. If voting rights for control shares are approved at a stockholders’ meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. This means that you would be able to force us to redeem your stock for fair value. Under Maryland law, the fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. Furthermore, certain limitations otherwise applicable to the exercise of appraisal rights would not apply in the context of a control share acquisition.
The control share acquisition statute does not apply (i) to shares acquired in a merger, consolidation or share exchange if we are a party to the transaction, or (ii) to acquisitions approved or exempted by our charter or bylaws of the corporation.
Article II Section 9 of our bylaws contains a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares of stock. We cannot assure you that such provision will not be amended or eliminated at any time in the future. If such provision is eliminated, the control share acquisition statute could have the effect of discouraging offers to acquire us and increasing the difficulty of consummating any such offers, even if our acquisition would be in our stockholders’ best interests.
Subtitle 8
Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of five provisions:
• | a classified board of directors; | ||
• | a two-thirds vote requirement for removing a director; | ||
• | a requirement that the number of directors be fixed only by vote of the directors; | ||
• | a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and | ||
• | a majority requirement for the calling by stockholders of a special meeting of stockholders. | ||
However, through provisions in our charter and bylaws unrelated to Subtitle 8, we already (a) require a two-thirds vote for the removal of any director from the board and (b) vest in the board the exclusive power to fix the
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number of directorships provided that, if there is stock outstanding and so long as there are three or more stockholders, the number is not less than three.
Anti-Takeover Effect of Certain Provisions of Maryland Law
The business combination provisions and the control share acquisition provisions of the MGCL and Subtitle 8 of Title 3 of the MGCL could delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for stockholders or otherwise be in their best interests.
Amendment to the Charter and Bylaws
Our charter, including its provisions on removal of directors, may be amended only if approved by our stockholders by the affirmative vote of two-thirds of all of the votes entitled to be cast on the matter.
Our bylaws provide that stockholders, subject to the satisfaction of certain procedural requirements, can amend our bylaws by the affirmative vote of the holders of a majority of our outstanding shares of Common Stock pursuant to a binding proposal submitted for approval at a duly called annual meeting or special meeting of stockholders by a stockholder, or group of up to five stockholders, owning at least one percent or more of our outstanding shares of Common Stock continuously for at least one year. A stockholder proposal submitted under this provision may not alter or repeal (i) Article XII of the bylaws, which provides for indemnification of our directors and officers, or (ii) Article XIV of the bylaws, which addresses procedures for amendment of the bylaws, without the approval of the board of directors.
Dissolution
Under the MGCL, our dissolution must be approved by our stockholders by the affirmative vote of not less than two-thirds of all of the votes entitled to be cast on the matter.
Advance Notice of Director Nominations and New Business
Our bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to our board of directors and the proposal of business to be considered by stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors, or (3) by a stockholder who was a stockholder of record at the time of giving of advance notice, who is entitled to vote at the meeting and who has complied with the advance notice procedures set forth in our bylaws. Our bylaws provide that with respect to special meetings of our stockholders, only the business specified in our notice of meeting may be brought before the meeting, and nominations of persons for election to our board of directors may be made only (a) pursuant to our notice of the meeting, (b) by or at the direction of our board of directors, or (c) provided that our board of directors has determined that directors shall be elected at the meeting, by any stockholder who was a stockholder of record at the time of giving of advance notice, who is entitled to vote at the meeting and who has complied with the applicable notice procedures set forth in our bylaws.
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EQUITY LIFESTYLE PROPERTIES, INC.
BUSINESS ETHICS AND CONDUCT POLICY
The enclosed Business Ethics and Conduct Policy sets forth certain guidelines Equity LifeStyle Properties, Inc. expects its officers, directors and employees to follow in the conduct of its business. Each officer, director and employee of Equity LifeStyle Properties, Inc. and its subsidiaries must complete and sign the acknowledgement card enclosed herein. This acknowledgement should be returned to the Human Resources Department in Chicago.
I. INTRODUCTION
This Policy sets forth the basic guidelines which Equity LifeStyle Properties, Inc. and its subsidiaries (collectively, the "Company") expects its officers, directors, management, and other employees to follow in conducting business on behalf of the Company with the Company's customers, the general public, creditors, suppliers and competitors, governmental entities and with fellow Company personnel. This Policy supplements and is in addition to the information contained in the Employee Handbook previously distributed to you. The Company reserves the right to modify this Policy from time to time.
No policy can be complete in all respects. Good judgment based upon an understanding of the laws, regulations, and canons of ethics is the best safeguard against improper or unethical conduct. Each employee is expected to attain a level of understanding of this Policy which will permit the proper exercise of such judgment, and to seek legal counsel in those circumstances where such judgments could be questioned.
The Company's internal auditors and legal staff will monitor compliance with this Policy to assure that the Company conducts itself in a manner consistent with its obligations to society and its stockholders. In addition, those with management responsibilities within any area covered by this Policy may periodically be required to complete the "Management Representation of Compliance with Company Policies" - a written assurance of compliance with the legal and ethical principles set forth in this Policy. The form of this questionnaire is set forth at the end of this Policy.
A. General Policy
The Company and its personnel will at all times transact business in full compliance with the law and in accordance with the highest principles of honesty and ethical conduct. Each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
These Policy guidelines are to be strictly adhered to at all times and under all circumstances. Policy violations will result in disciplinary action, including, if appropriate, discharge from employment.
B. Scope
The guidelines set forth in this Policy apply to all Company personnel and all Company related transactions. Every director, officer and employee must be familiar with and comply with this Policy. Moreover, those with supervisory responsibilities must ensure that employees under their direction or control are acquainted with applicable portions of the Policy. Company officers and directors should also be aware that there are special legal requirements, not covered by this Policy, which apply to corporate fiduciaries.
The Company's commitment to full compliance applies to all applicable laws, regulations and judicial decrees of the United States (federal, state and local) and of other countries where the Company transacts its business. Portions of this Policy concentrate on laws and regulations which are particularly relevant to our business activities; however, this special emphasis on relevant areas of law does not limit the general policy requiring full compliance with all applicable laws and regulations.
In addition to compliance with all legal requirements, each officer, director and employee must adhere to the overriding ethical and professional standards generally governing the conduct of business. The Company's interests are not served by any unethical practice or activity even though not in technical violation of the law.
C. Effect of Policy Violation
Any knowing violation of the laws, regulations, or principles of ethics set forth in this Policy will be grounds for disciplinary action or dismissal from employment, and may subject the employee or former employee to civil liability and/or criminal prosecution under appropriate law. Any employee who knowingly authorizes or permits another to engage in a violation will also be subject to disciplinary action, dismissal, and other penalties.
D. Employee Responsibilities and Rights Under Policy
Every employee is obliged to strictly adhere to this Policy at all times and under all circumstances. Any employee who is aware of violations or potential violations of laws, rules, regulations or this Policy has a duty to either (i) advise his or her supervisor or the Legal Department or (ii) call the Company's AlertLine at 1-800-932-5378 to submit information on a confidential and anonymous basis regarding any such concerns. The Compliance Officer will promptly investigate all calls to the AlertLine and report the results of the investigation to the Chairperson of the Audit Committee. Further, any uncertainties regarding legal or ethical issues involving Company affairs or doubts about the best course of action in a particular situation requires the employee to seek the advice of the Legal Department for clarification. An error in failing to secure advice or report Policy violations could be costly to the individual and to the Company.
It is the right of every employee to report other persons' (individual or Company) violations or seek the advice of the Legal Department without risk to the employee's job status or position by reason of such report or inquiry. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.
E. Definitions
The terms "personnel" and "employee" apply to all Company officers, directors, managers, and other employees. "Legal Department" refers to the Company’s General Counsel and Vice Presidents in the Company’s Legal Department.
F. Additional Information
Additional copies of this Policy are available from the Human Resources Department or the Legal Department. Any employee in doubt about whether this Policy applies to a particular transaction or uncertain about the proper course of conduct to follow should contact the Legal Department, which is available to answer questions and provide guidance.
II. CONFLICTS OF INTEREST, CORPORATE OPPORTUNITIES AND
VIOLATIONS OF TRUST
A. General
The Company is determined to establish and maintain a high standard of business ethics in the conduct of its affairs. Accordingly, this places a heavy responsibility on all employees of the Company, on whose character and judgment the confidence of the public ultimately depends. The responsibility is shared by all employees, but obviously it rests in special measure on the directors and officers of the Company and on those management employees by whose decisions and advice the Company is guided.
This portion of the Policy deals with one aspect of that responsibility - the avoidance of circumstances which might, in fact or in appearance, cause an individual to place his or her own interest above his or her obligations to the Company. The words "in appearance" should be noted particularly since the appearance of an action might tend to impair confidence even though the individual may not actually do anything wrong. The requirements of this Policy are in addition to any provisions of law pertaining to this subject.
For the purpose of this Policy, the interest of each director, officer or employee includes any interests of their immediate family: (a) spouse and children under the age of eighteen (18) and (b) children who are eighteen (18) years of age or older, parents, siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and sisters-in-law provided that the director, officer or employee has knowledge of such person’s conflict of interest under this Policy.
1. Financial Interests in Company Transactions
It is the duty of each director, officer and employee to avoid having any financial interest in any transaction between the Company, any of its subsidiaries and a third party which might conflict with the proper performance of his or her corporate duties or responsibilities, or which might tend to adversely affect his or her independent judgment with respect to such transaction.
Accordingly, (a) unless, in the case of directors and officers, specifically approved by the Board of Directors after full disclosure of all relevant facts or (b) unless, in the case of other employees, specifically approved by appropriate supervisors (i.e., Regional Vice President and Executive Vice President-Operations) and the Legal Department, and if necessary as determined by such supervisors and Legal Department, approved by the Board of Directors of the Company after full disclosure of all relevant facts:
a. No director, officer or employee shall own a direct or indirect interest in any supplier, contractor, subcontractor, competitor, customer or other entity with which the Company does business.
This Policy is not intended to preclude ownership of publicly-traded securities of a corporation with which the Company or any of its subsidiaries has dealings; nor is it intended to preclude ownership of other security holdings which could not be used to exert any influence whether because of their relatively small size or because of the insignificance of the company's dealings with the Company. Accordingly, ownership of securities which are traded on a public stock exchange and ownership of securities where the aggregate amount owned by the director, officer or employee constitutes less than two and one-half percent (2.5%) of the securities shall not be deemed to involve financial interest prohibited by this Policy.
The above exception notwithstanding, purchases and sales of securities and other property should be avoided which are so timed in relation to the Company's or any of its subsidiaries' operations that they might be regarded or viewed as attempting to profit by using improperly obtained special knowledge of the Company's investment intentions or other confidential information obtained by reason of official positions.
b. No director, officer or employee shall acquire property with the knowledge that its value is likely to be benefited by action that the individual is aware is being considered by the Company.
c. No director, officer or employee shall acquire any property where confidential or unpublished information, obtained through the Company or in course of performing duties for the Company, has in any way been utilized in such acquisition.
d. No director, officer or employee shall appropriate or divert to others any business opportunity in which it is known or could reasonably be anticipated that the Company would be interested.
e. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
f. No officer or employee shall be employed by or hold any officership, directorship, partnership or other official position in a business or professional firm or corporation outside of the Company, without the consent of the Audit Committee of the Board of Directors of the Company.
g. All officers and full-time employees should avoid outside business activities which may conflict with their ability to devote their efforts full-time to the business of the Company.
In many cases, a potential conflict of interest or violation of trust may be avoided by making a full disclosure of the facts prior to any transaction, thereby permitting the Company to make an informed, independent decision regarding the transaction. Such disclosure should be made to the Legal Department via use of the Related Party Disclosure form or other direct communication with the Legal Department. The Company reserves the right to condition the approval of any specific transaction on such terms and conditions as the Company in its sole discretion may require including, but not limited to, specific financial reporting and audit requirements.
2. Benefits, Favors, Gifts and Entertainment
It is the duty of each director, officer or employee to avoid receipt of or giving of benefits, favors, gifts and entertainment which might conflict with the proper performance of his or her corporate responsibilities, or which might tend to adversely affect his or her independent judgment on behalf of the Company or any of its subsidiaries.
If the benefit, favor or gift is more than a token gift of insubstantial value] and is offered in return for or in expectation of corporate business, it should not be accepted. In regard to acceptance of business entertainment, it is recognized that entertainment often may be incidental to business relationships of value to the Company. But expensive hospitality should not be accepted unthinkingly. Reasonable hospitality may be accepted, including traditional promotional events consistent with usual business practice, provided that it (i) cannot be construed as a bribe or payoff, (ii) is not in violation of any law, (iii) would not damage the reputation of the Company if disclosed publicly and (iv) is otherwise consistent with the best interests of the Company and this Policy.
Each director, officer or employee wherever located will adhere to the letter and spirit of the United States Foreign Corrupt Practices Act (the “FCPA”), which prohibits giving or promising money or items of value to any foreign official (foreign government official, political party or candidate or public international organization) for the purpose of influencing a decision or obtaining business. The FCPA further prohibits giving money or items of value to any person or firm when there is reason to believe that it will be passed on to a government official for this purpose. No director, officer or employee shall make or recommend any payment from the Company’s funds or assets to or for the benefit of a representative of any domestic or foreign government. Furthermore, no one shall ever be used as a conduit for corrupt payments. All agents of the Company must be engaged in providing legitimate business services for a fee not in excess of the customary local rate for similar services.
Notwithstanding whether the FCPA has been complied with, a relationship with public officials must not jeopardize the reputation of the officials or the Company should the full details of the relationship, including gifts or entertainment, become public. Relationships that could be perceived as questionable should be disclosed.
3. Disclosure
It is the duty of each director, officer or employee, when he or she finds that he or she has an interest or affiliation which might conflict with the proper performance of his or her corporate duties or responsibilities or which might tend to adversely affect his or her independent judgment on behalf of the Company, or when he or she finds himself or herself in doubt as to the proper application of this Policy, to report the facts to the Legal Department or Chairman of the Audit Committee and be guided by the instructions he or she receives from the Legal Department or Chairman. Except as otherwise directed by those instructions, he or she should refrain from participating in any matters which might reasonably be affected by his or her adverse interest. The Chairman of the Audit Committee will advise the auditors of the Company of any matters approved by the Board of Directors pursuant to this Policy.
B. Specific Examples of Conflicts or Violations
It may be considered to be in conflict with the Company's interest, or a violation of trust for a director, officer or employee or any immediate member of their family:
1. to have an undisclosed interest in or involvement with any organization which has business dealings with the Company where there is an opportunity for preferential treatment to be given or received, except where such an interest comprises securities in widely-held corporations which are quoted and sold on the open market and the interest is not material (less than two and one-half (2.5%) percent of the outstanding securities);
2. to buy, sell or lease any kind of property, facilities or equipment from or to the Company or to any company, firm or individual who is or is seeking to become a contractor, supplier or customer without disclosing same (and obtaining permission) prior thereto;
3. to accept commissions, a share in profits (other than dividends or interest on securities of widely-held corporations) or other payments, loans (other than with established banking or financial institutions), services, excessive entertainment and travel, or gifts of more than nominal value, from any individual or organization doing or seeking to do business with the Company; or
4. to take advantage of any opportunity for personal gain that rightfully belongs to the Company. This would include business opportunities of which an employee becomes aware because of their employment by the Company. Such opportunities must be offered to the Company.
C. Effect of Violations
As with any other violation of Policy, a violation of the above conflict of interest and corporate opportunity provisions will be grounds for disciplinary action including possible dismissal from employment, and may subject the director, officer or employee to civil liability and/or criminal prosecution under appropriate law. Even so, not every potential conflict of interest is a Policy violation - under some circumstances following a full disclosure by the director, officer or employee, the Board of Directors or senior management of the Company, as provided in this Policy, may determine to engage in a particular transaction which is beneficial to the Company notwithstanding the potential conflict or to permit the director, officer or employee to engage in such transaction. In such a case, the above conflict of interest provisions are not violated. Therefore, the effect of a particular conflict of interest will depend upon the nature of the conflict, its disclosure by the director, officer or employee, its effect upon the Company and the means available to recompense loss or prevent future injury.
III. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
A. Compliance with Governmental Authorities
The Company and its directors, officers and employees shall comply with the laws, regulations, decrees and orders of every governmental agency, regulatory authority, and judicial body having jurisdiction over the Company’s operations. The Company holds informational and training sessions to promote compliance with laws, rules and regulations, including insider trading laws. The Company shall cooperate with governmental agencies in the proper performance of their duties to the fullest extent possible. To ensure the Company's compliance and cooperation commitment is satisfied, the Legal Department should be immediately informed of any governmental request or inquiry.
B. Antitrust and Trade Regulation
Every officer, director, and employee of the Company shall at all times abide by the antitrust laws and trade regulations of the United States. Violations of the antitrust laws or trade regulations may subject the Company to fines, injunctions and substantial monetary damages. Moreover, violations of certain antitrust laws are considered felonies, exposing an employee to the risk of fine and/or imprisonment.
C. Relationships with Governmental Officials
Payments (regardless of amount), entertainment (other than meals where Company-related work activities are conducted), or gifts (of more than nominal value) to government officials and other government personnel of the United States and other domestic or foreign jurisdictions, regardless of motive, are viewed by the Company as improper and not permitted. The Company's relationship with public officials shall in all respects be of such a nature that the integrity and reputation of the officials and the Company will not be impugned in the event the full details of the relationship, including any gifts or entertainment, become a matter of public discussion.
D. Anti-Money Laundering Policy
Money laundering is the process by which individuals or organizations try to conceal illicit funds or make these funds look legitimate. The Company strictly prohibits money laundering. The laws in certain countries require the Company to report suspicious activity. If any officer, director or employee deals directly with customers or vendors, the following examples may be indications of potential money laundering: attempts to make large payments in cash; payments by someone who is not a party to the contract; requests to pay more than what is provided by the contract; payments made in currencies other than those specified in the contract; payments from an unusual account; and transactions forming an unusual pattern or many repetitive cash payments. If any officer, director or employee suspects a transaction in they are participating has indicators of money laundering, they should contact the Legal Department or the AlertLine hotline.
IV. EMPLOYMENT AND PERSONNEL PRACTICES
A. General
Every officer, director, and employee of the Company shall at all times abide by the strict legal requirements governing employment practices and employee relations. In addition, every person coming in contact with the Company, as an employee, customer, supplier, candidate for employment, or other third party, shall be treated fairly, courteously and respectfully. The Company has previously published its policies on discrimination and harassment as well as on the employment relationship in the Human Resources Policies and Procedures Manual, and this Policy is meant as a supplement to such previously published policies.
B. Non-Discrimination
The Company shall not discriminate against any person on the basis of race, religion, national origin, age, sex, disability or veteran's status or other characteristic or status protected by applicable law. This prohibition on discrimination applies to practices in recruiting, employment, training, promotion, working conditions, compensation, benefits, job rules, discipline, and all other aspects of employment and employee relations.
C. Harassment
The Company is committed to maintaining a work environment that is free from intimidation and harassment. Company policy prohibits sexual, racial, and other unlawful harassment in the work place. The Company will not tolerate undue influence, offensive behavior, sexual harassment, intimidation, or other disrespectful conduct by one employee toward another or by an employee toward a customer or supplier. Neither shall any employment or employee relations matter be decided based upon the existence or non-existence of any personal non-business relationship between employees.
D. Employment Contracts
The Company shall not enter into any contract of employment without the prior written approval of the Compensation, Nominating and Corporate Governance Committee of the Board of Directors of the Company.
E. Employee Record Confidentiality
The personnel records of all Company employees shall be treated as the confidential information of the Company. No Company officer, director or employee shall copy or release any personnel or salary record to any third party, nor shall any private personal information contained in any personnel record be disclosed to any third party without the prior written approval of the Legal Department. Employees with authorized access to personnel or salary records shall institute measures to prevent the disclosure of any such records under their control.
V. TRANSACTIONS IN SECURITIES
A. Trading in Company Securities
Directors, officers and employees are prohibited from trading in Company securities when they have material information which is not publicly known. Information is considered material if it is important enough to affect a decision by anyone to buy, sell or hold securities. Even when a director, officer or employee lacks undisclosed material information, it is a prudent practice to trade only when it is unlikely there is any unannounced material information anywhere within the Company. Therefore, it is the Company's policy that each director, officer and employee obtain written or emailed approval from the Legal Department before making any trade in Company securities. The Company has previously published its policies on securities trading and this Policy is meant as a supplement to such previously published policies.
Directors, officers and employees should not engage in short-term speculation in Company securities, nor should they engage in any transaction where they profit if the value of Company securities falls.
B. Trading in the Securities of Other Companies
Directors, officers and employees should not trade in securities of a company which is being reviewed or has been targeted for acquisition or a property which is being reviewed or targeted as an acquisition candidate or a company which is being considered for or has just been awarded an important contract or relationship with the Company without first checking with the Legal Department.
C. Transactions by Others
No director, officer or employee shall in any way encourage any third party to engage in any transaction in which the director, officer or employee himself or herself cannot engage.
D. Transactions by Officers and Directors
Officers and directors of the Company are subject to additional statutory restrictions covering transactions in Company securities. These restrictions (a) prohibit officers and directors from profiting on transactions within a six month period, (b) prohibit them from selling the Company’s stock short or engaging in other hedging transactions, and (c) may restrict the amount of securities some of them can sell within a three month period. Officers and directors of the Company should review proposed transactions in Company securities with the Legal Department.
VI. FAIR AND ACCURATE REPORTING AND RECORDKEEPING
It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in the reports that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company. All funds, assets and disbursements of the Company shall be properly recorded in the appropriate records and books of account. To assure the Company's financial statements are maintained in accordance with generally accepted accounting principles or such other standards as may be appropriate and to assure that reports filed by the Company with the SEC are accurate and complete, the following policies are specifically adopted:
1. Full Disclosure of Accounts. No secret or unrecorded fund of monies or other assets of the Company shall be established or maintained, and all payments and disbursements shall be properly recorded on the books and records of the Company.
2. Accurate Entries to Accounts. The making of false or fictitious entries on the books and records of the Company and the issuance of false or misleading reports pertaining to the Company and its operations are prohibited, and no employee or officer shall engage in any transaction that requires or contemplates such prohibited activities on the part of the Company.
3. Accurate Expense Accounts. All employees who seek reimbursement from the Company for expenses shall keep and submit to the Company complete and accurate records of such expenditures and their business purpose.
Business records and communications often become public, and employees should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies. This applies equally to email, internal memos and formal reports.
Records retention policies seek to establish consistent practices concerning how long records should be kept and when, in the normal course of business, they should be destroyed. All employees must comply at all times with all laws, rules and regulations relating to records preservation and all document or record preservation notices. Records must be maintained for the duration of the assigned retention periods. A record is any information, regardless of physical format, which has been created or received in the transaction of the Company’s business. Physical format of a record includes paper documents, CDs, DVDs, computer hard disks, email, floppy disks, microfiche, microfilm or all other media. The retention and proper disposal of the Company’s records shall be in accordance with established Company policies and applicable legal and regulatory requirements.
If the existence of any pending or threatened legal action, subpoena or investigation is known or reported to you, promptly contact the Legal Department. You must retain all records that may relate to any pending or threatened legal action, subpoena or investigation. If you have a question as to whether a record pertains to a pending or threatened legal action, subpoena or investigation, contact the Legal Department before disposing of the record in question.
VII. DISCLOSURE OR USE OF COMPANY INFORMATION
A. General
Each employee shall safeguard and keep private all Company proprietary and confidential information, including without limitation, trade secrets, trademarks, trade names or other intellectual property, as well as all such information relating to the Company’s customers and employees. The disclosure of such Company information shall be permitted only when required by law and the approval of the Legal Department shall be obtained prior to the release of such information. Absent such approval, it shall be considered a violation of trust for any director, officer or employee:
1. to use or release to a competitor, or any other third party any data on decisions, plans, or any other information concerning the Company which might be prejudicial to the interests of the Company;
2. to appropriate, for their own use or for the unauthorized use by a third party, any Company technology, software, trade secrets or written materials (whether or not copyrighted or patented), business information, including but not limited to contracts, sales or customer information, marketing or other plans, data relating to costs and suppliers, system design information, manuals, computer tapes, discs, data processing records, financial data, or any other confidential or proprietary matters of any nature whatsoever;
3. to copy, use, or release to a third party any employee data, personnel records, or any other private information concerning the Company's current or former employees; or
4. to use or release any undisclosed material information concerning the Company, its plans or its performance, or any unpublished facts bearing upon the Company's business, plans, or performance.
B. Outside Inquiries and Requests for Information
If any third party makes contact with any Company personnel requesting an interview or seeking information concerning any Company-related matter, or if any media representative requests an interview or seeks information or opinions concerning any Company-related matter, whether or not the matter is confidential or proprietary, the requestor should be instructed to address its inquiry directly to the Investor Relations and Legal Departments so that questions can be answered with appropriate care by authorized personnel having unrestricted access to the Company's information resources. Employees with certain responsibilities will periodically be requested to complete a questionnaire similar to the one presented below.
VIII. PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, although incidental personal use may be permitted.
The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or criminal penalties.
IX. LOANS OR OTHER FINANCIAL TRANSACTIONS
No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material tenant, contractor, real estate broker/agent, partner, lender or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks, brokerage firms, other financial institutions or any company that is a material tenant, contractor, real estate broker/agent, partner, lender or competitor.
X. WAIVERS OF THE BUSINESS ETHICS AND CONDUCT POLICY
Any waiver of this Policy that applies to executive officers or directors may be made only by the Board of Directors or a committee of the Board of Directors and will be disclosed as required by law or stock exchange regulation.
Revised by the Compensation, Nominating and
Corporate Governance Committee on October 28, 2019
Approved by the Board of Directors on October 28, 2019
EQUITY LIFESTYLE PROPERTIES, INC.
Management Representation of
Compliance with Company Policies
It is the responsibility of each Company officer, director, and employee to read and understand the ELS Business Ethics and Conduct Policy (the "Policy"), and to complete this questionnaire and promptly return it to the Company's Human Resource Director at Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606. If you have supervisory duties, it is also your responsibility to ensure that employees reporting to you have read and understand the Policy and comply with the Policy. In addition, if the answer to any of Questions 2(a) through 3 is "YES", you must attach a brief explanatory statement disclosing the facts supporting your answer.
YES NO
1. Have you read the ELS Business Ethics and Conduct Policy
and do you understand its contents? ____ ____
2. Are you aware of any of the following practices relating
to the Company's affairs:
(a) A situation or transaction described in the Conflicts of
Interest, Corporate Opportunities and Violation of Trust
guidelines set forth in the Policy regardless of whether
or not that situation or transaction may have been
disclosed or approved in accordance with the Policy? ____ ____
(b) A violation of federal, state or local law? ____ ____
(c) A fraud, embezzlement, unrecorded fund or account,
or significant accounting error? ____ ____
(d) An activity in violation of the Antitrust and Trade
Regulation guidelines set forth in the Policy? ____ ____
(e) A practice in violation of the Employment and Personnel
Practices guidelines of the Policy? ____ ____
(f) A transaction in violation of the Transactions in
Securities guidelines set forth in the Policy? ____ ____
(g) A payment or gift to governmental officials? ____ ____
(h) | An unauthorized disclosure of information which is |
confidential or proprietary to the Company? ____ ____
(i) A practice in violation of the Protection and Proper
Use of Company Assets guidelines set forth in
the Policy: ____ ____
3. Are you aware of any of the following relationships with the
Company’s external auditors, Ernst & Young (“E&Y”):
(a) Do you have a personal relationship with any
employees of E&Y? ____ ____
(b) Do you have a business relationship with E&Y? ____ ____
(c) Do you serve as an officer or director, or have a 10%
or greater ownership interest in, any entity that has
a business relationship with E&Y? ____ ____
(d) Does E&Y provide professional tax services to you or
your immediate family members? ____ ____
(e) Do you have a spouse, spousal equivalent, dependent,
parent, sibling, or nondependent child who is a partner
or employee of E&Y? ____ ____
4. Are you aware of any other transaction, practice, activity,
event or circumstance which you believe should be brought to
the Company's attention? ____ ____
The foregoing answers and any attached explanatory statements are true and correct to the best of my knowledge and belief.
Name:________________________________
Signature:_____________________________
Date:_________________________________
EQUITY LIFESTYLE PROPERTIES, INC.
Business Ethics and Conduct Policy
Acknowledgement
I have received, read, understand and will retain a copy of the Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy and comply with such Policy.
Name
Signature
Position
Date
Property
This acknowledgment is to be completed by all employees of Equity LifeStyle Properties, Inc. and its affiliates and returned to the Company's Human Resources department.
Employees with certain responsibilities will periodically be required to complete an additional questionnaire which will be furnished to them separately.
1
Exhibit 21
Equity LifeStyle Properties, Inc.
Subsidiaries of Registrant
State of Incorporated or Organization | |
MHC Operating Limited Partnership | Illinois |
Realty Systems, Inc. | Delaware |
MHC T1000 Trust | Maryland |
MHC Calco Trust | Maryland |
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-68473, No. 333-25295, No. 33-76846, No. 333-66550, No. 333-197791, and No. 333-28469 and Form S-3 No. 333-90813, No. 333-65515, No. 333-25297, No. 33-97288, No. 333-125850 and No. 333-221299) of Equity LifeStyle Properties, Inc., of our reports dated February 24, 2020 with respect to the consolidated financial statements and schedule of Equity LifeStyle Properties, Inc., and the effectiveness of internal control over financing reporting of Equity LifeStyle Properties, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2019.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
February 24, 2020
Exhibit 31.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Paul Seavey certify that:
1. | I have reviewed this annual report on Form 10-K of Equity LifeStyle Properties, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: February 24, 2020 | By: | /s/ Paul Seavey |
Paul Seavey | ||
Executive Vice President and Chief Financial Officer | ||
Exhibit 31.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Marguerite Nader, certify that:
1. | I have reviewed this annual report on Form 10-K of Equity LifeStyle Properties, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: February 24, 2020 | By: | /s/ Marguerite Nader |
Marguerite Nader | ||
President and Chief Executive Officer | ||
Exhibit 32.1
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Annual Report on Form 10-K of Equity LifeStyle Properties, Inc. for the year ended December 31, 2019 (the “Annual Report”), I, Paul Seavey, Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. | the Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc. |
Date: February 24, 2020 | By: | /s/ Paul Seavey |
Paul Seavey | ||
Executive Vice President and Chief Financial Officer | ||
A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.
Exhibit 32.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Annual Report on Form 10-K of Equity LifeStyle Properties, Inc. for the year ended December 31, 2019 (the “Annual Report”), I, Marguerite Nader, President and Chief Executive Officer of Equity LifeStyle Properties, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. | the Annual Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Equity LifeStyle Properties, Inc. |
Date: February 24, 2020 | By: | /s/ Marguerite Nader |
Marguerite Nader | ||
President and Chief Executive Officer | ||
A signed original of this written statement required by Section 906 has been provided to
Equity LifeStyle Properties, Inc. and will be retained by Equity LifeStyle Properties, Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.