0000895417-20-000019 | 10-K | XBRL Viewer | Equity Lifestyle Properties INC

Derivative Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value of Derivative Financial Instruments and their Classification on Consolidated Balance Sheet

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	$	—	$	2,299
Interest Rate Swap	Accounts payable and other liabilities	$	380	$	—

Effect of Derivative Instruments on Consolidated Statements of Operations

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	$	1,847	$	(1,613	)	$	(869	)	Interest Expense	$	(832	)	$	(256	)	$	300

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Investment in real estate:
Land	$ 1,525,407,000	$ 1,408,832,000
Land improvements	3,336,070,000	3,143,745,000
Buildings and other depreciable property	881,572,000	720,900,000
Investment in real estate	5,743,049,000	5,273,477,000
Accumulated depreciation	(1,776,224,000)	(1,631,888,000)
Net investment in real estate	3,966,825,000	3,641,589,000
Cash and restricted cash	28,860,000	68,974,000
Notes receivable, net	37,558,000	35,041,000
Investment in unconsolidated joint ventures	20,074,000	57,755,000
Deferred commission expense	41,149,000	40,308,000
Other assets, net	56,809,000	46,227,000
Assets held for sale, net	0	35,914,000
Total Assets	4,151,275,000	3,925,808,000
Liabilities:
Mortgage notes payable, net	2,049,509,000	2,149,726,000
Term loan, net	198,949,000	198,626,000
Unsecured line of credit	160,000,000	0
Accounts payable and other liabilities	124,665,000	102,854,000
Deferred revenue-upfront payment from right-to-use contracts	126,814,000	116,363,000
Accrued interest payable	8,639,000	8,759,000
Rents and other customer payments received in advance and security deposits	91,234,000	81,114,000
Distributions payable	58,978,000	52,617,000
Liabilities related to assets held for sale	0	12,350,000
Total Liabilities	2,829,387,000	2,732,464,000
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.	0	0
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.	1,812,000	1,792,000
Paid-in capital	1,402,696,000	1,328,495,000
Distributions in excess of accumulated earnings	(154,318,000)	(211,034,000)
Accumulated other comprehensive income (loss)	(380,000)	2,299,000
Total Stockholders’ Equity	1,249,810,000	1,121,552,000
Non-controlling interests – Common OP Units	72,078,000	71,792,000
Total Equity	1,321,888,000	1,193,344,000
Total Liabilities and Equity	4,151,275,000	3,925,808,000
Membership upgrade sales upfront payments, deferred, net
Liabilities:
Deferred revenue-upfront payment from right-to-use contracts	126,814,000	116,363,000
Annual membership subscriptions
Liabilities:
Deferred revenue-upfront payment from right-to-use contracts	$ 10,599,000	$ 10,055,000

Consolidated Statements of Changes In Equity - USD ($) $ in Thousands	Total	Common Stock	Paid-in Capital	Paid-in Capital Preferred Stock	Redeemable Perpetual Preferred Stock	Redeemable Perpetual Preferred Stock Preferred Stock	Distributions in Excess of Accumulated Earnings	Accumulated Other Comprehensive Income (Loss)	Non- Controlling Interests – Common OP Units
Balance at Dec. 31, 2016	$ 1,081,847	$ 1,708	$ 1,102,194		$ 136,144		$ (231,276)	$ (227)	$ 73,304
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of Common OP Units for Common Stock		26	16,423						(16,449)
Issuance of Common Stock through exercise of options	4,850	4	4,846
Issuance of Common Stock through employee stock purchase plan	2,061		2,061
Issuance of stock	120,698	28	120,670	$ 757		$ (757)
Compensation expenses related to restricted stock and stock options	9,352		9,352
Repurchase of Common Stock or Common OP Units	(3,087)		(3,087)
Adjustment for Common OP Unitholders in the Operating Partnership			(10,043)						10,043
Adjustment for fair market value of swap	1,169							1,169
Consolidated net income	210,377				7,685		189,904		12,788
Distributions	(188,964)				(6,928)		(170,608)		(11,428)
Series C Preferred stock redemption	(136,144)				(136,144)
Other	(2,117)		(1,947)						(170)
Balance at Dec. 31, 2017	1,100,042	1,766	1,241,226		0		(211,980)	942	68,088
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of Common OP Units for Common Stock		2	1,023						(1,025)
Issuance of Common Stock through exercise of options	3,823	4	3,819
Issuance of Common Stock through employee stock purchase plan	2,043		2,043
Issuance of stock	78,755	20	78,735
Compensation expenses related to restricted stock and stock options	9,995		9,995
Repurchase of Common Stock or Common OP Units	(3,011)		(3,011)
Adjustment for Common OP Unitholders in the Operating Partnership			(3,684)						3,684
Adjustment for fair market value of swap	1,357							1,357
Consolidated net income	226,386				16		212,596		13,774
Distributions	(209,209)				(16)		(196,464)		(12,729)
Other	(1,651)
Balance at Dec. 31, 2018	1,193,344	1,792	1,328,495		0		(211,034)	2,299	71,792
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of Common OP Units for Common Stock		10	6,539						(6,549)
Issuance of Common Stock through exercise of options	53		53
Issuance of Common Stock through employee stock purchase plan	2,429		2,429
Issuance of stock	59,319	10	59,309
Compensation expenses related to restricted stock and stock options	10,481		10,481
Repurchase of Common Stock or Common OP Units	(53)		(53)
Adjustment for Common OP Unitholders in the Operating Partnership			(3,210)						3,210
Adjustment for fair market value of swap	(2,679)							(2,679)
Consolidated net income	295,922				16		279,123		16,783
Distributions	(235,581)				(16)		(222,407)		(13,158)
Other	(1,347)		(1,347)
Balance at Dec. 31, 2019	$ 1,321,888	$ 1,812	$ 1,402,696		$ 0		$ (154,318)	$ (380)	$ 72,078

Common Stock and Other Equity Related Transactions - ATM Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Class of Stock
Shares in common stock sold (in shares)	1,010,472	1,722,282	2,760,034
Total gross proceeds	$ 59,319	$ 78,755	$ 120,698
Commissions paid to sales agents	1,347	1,651	1,947
Private Placement
Class of Stock
Total gross proceeds	$ 59,319	$ 78,755	$ 120,698
Private Placement \| Common Stock
Class of Stock
Shares in common stock sold (in shares)	1,010,472	1,722,282	2,760,034
Weighted average price (usd per share)	$ 58.71	$ 45.73	$ 43.73
Commissions paid to sales agents	$ 771	$ 1,028	$ 1,512

Long-Term Cash Incentive Plan - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2017
Deferred Compensation Arrangement with Individual, Share-based Payments
Performance condition period		3 years
Long Term Incentive Plan 2019
Deferred Compensation Arrangement with Individual, Share-based Payments
Accrued compensation expense			$ 1.5
Long Term Incentive Plan 2016
Deferred Compensation Arrangement with Individual, Share-based Payments
Accrued compensation expense		$ 1.2		$ 1.3
Payment of plan including employer cost	$ 4.2

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

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.

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		5
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.

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.


(g)	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.

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

Deferred financing costs are being amortized over the terms of the respective loans on a straight-line basis. Unamortized deferred financing costs are written-off when debt is retired before the maturity date. Deferred financing costs, net were $24.0 million and $26.4 million as of December 31, 2019 and 2018, respectively.

(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	$	5,230		$	5,545		$	5,378
Provision for losses	3,929			4,154			4,181
Write-offs	(2,573		)	(4,469		)	(4,014		)
Balance, end of year	$	6,586		$	5,230		$	5,545


(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.

A membership subscription gives the customer the right to a set schedule of usage at a specified group of Properties. Payments are deferred and recognized on a straight-line basis over the one-year period in which access to Sites at certain Properties are provided. Membership upgrades grant certain additional access rights to the customer and require non-refundable upfront payments. The non-refundable upfront payments are recognized on a straight-line basis over 20 years, which is our estimated membership upgrade contract term. Income from home sales is recognized when the earnings process is complete. The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred. Sales from membership subscriptions, upgrades and home sales are accounted for in accordance with ASC 606, Revenue from Contracts with Customers.


(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.

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	$	1.241	$	1.069	$	0.829
Long-term capital gains	—		—		0.359
Non-dividend distributions	—		—		—
Distributions declared per common stock outstanding	$	1.241	$	1.069	$	1.188

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

met. This new guidance replaces the probable recognition threshold for credit losses with a methodology that estimates credit losses expected over the life of financial assets. We have developed an allowance model that incorporates this principle, which calculates reserves over the life of the receivable and is largely driven by risk characteristics of our receivable portfolio. We use assumptions primarily based on the existing probability of default and incorporated information on current conditions and forecast information, where applicable. We expect to recognize a cumulative-effect adjustment of $3.9 million, which will decrease the opening retained earnings as of January 1, 2020.

Deferred Revenue of Membership Upgrade Sales and Deferred Commission Expense - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jan. 01, 2018
Movement in Deferred Revenue
Deferred revenue - upfront payments from membership upgrade sales as of December 31,	$ 116,363	$ 85,596
Cumulative effect of change in accounting principle				$ (15,186)
Membership upgrade sales current period, gross	19,111	15,191
Revenue recognized from membership upgrade sales upfront payments	(8,660)	(7,811)	$ (10,020)
Net increase in deferred revenue - upfront payments from membership grade sales	10,451	7,380
Deferred revenue - upfront payments from membership upgrade sales as of December 31,	126,814	116,363	85,596
Movement in Deferred Costs
Deferred commission expense, as of January 1,	40,308	31,443
Deferred commission expense	4,508	4,274
Commission expense recognized	(3,667)	(3,609)
Net increase in deferred commission expense	841	665
Deferred commission expense, as of December 31,	$ 41,149	$ 40,308	$ 31,443
Cumulative effect of change in accounting principle \| Accounting Standards Update 2014-09 \| Membership upgrade sales upfront payments, deferred, net
Movement in Deferred Revenue
Cumulative effect of change in accounting principle				23,387
Cumulative effect of change in accounting principle \| Accounting Standards Update 2014-09 \| Deferred Commission Expense
Movement in Deferred Revenue
Cumulative effect of change in accounting principle				$ 8,200

Reportable Segments - Income from Segment (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenues:
Rental income									$ 879,635	$ 821,114	$ 768,416
Membership upgrade sales current period, gross									19,111	15,191
Other income									43,063	51,935	47,599
Total revenues	$ 258,640	$ 271,160	$ 248,366	$ 259,090	$ 243,451	$ 256,675	$ 240,502	$ 246,025	1,037,256	986,653	925,312
Expenses:
Real estate taxes									62,338	55,892	55,010
Sales and marketing, gross									15,583	12,542	11,438
Membership sales commissions, deferred, net									(1,219)	(813)	(354)
Total expenses									802,596	765,206	718,700
Income before equity in income of unconsolidated joint ventures									287,167	221,447	206,612
Annual membership subscriptions
Revenues:
Membership upgrade sales current period, gross									51,015	47,778	45,798
Membership upgrade sales current period, gross
Revenues:
Membership upgrade sales current period, gross									19,111	15,191	14,132
Membership upgrade sales upfront payments, deferred, net
Revenues:
Membership upgrade sales current period, gross									(10,451)	(7,380)	(4,108)
Property management
Expenses:
Cost of home sales									56,509	53,736	51,252
Home Sales
Revenues:
Membership upgrade sales current period, gross									34,655	36,064	36,302
Expenses:
Cost of home sales									35,096	37,475	36,513
Property Operations
Revenues:
Rental income									864,701	806,785	754,072
Other income											47,599
Total revenues									969,560	916,565	859,582
Expenses:
Property operating and maintenance									327,917	313,003	294,119
Real estate taxes									62,338	55,892	55,010
Sales and marketing, gross									15,583	12,542	11,438
Membership sales commissions, deferred, net									(1,219)	(813)	(354)
Total expenses									461,128	434,360	411,465
Income before equity in income of unconsolidated joint ventures									508,432	482,205	448,117
Property Operations \| Annual membership subscriptions
Revenues:
Membership upgrade sales current period, gross									51,015	47,778	45,798
Property Operations \| Membership upgrade sales current period, gross
Revenues:
Membership upgrade sales current period, gross									19,111	15,191	14,132
Property Operations \| Membership upgrade sales upfront payments, deferred, net
Revenues:
Membership upgrade sales current period, gross									(10,451)	(7,380)	(4,108)
Property Operations \| Ancillary services revenues, net
Revenues:
Membership upgrade sales current period, gross									2,121	2,256	2,089
Property Operations \| Property management
Expenses:
Cost of home sales									56,509	53,736	51,252
Home Sales and Rentals Operations
Revenues:
Rental home income									14,934	14,329	14,344
Total revenues									50,961	51,721	52,355
Expenses:
Property operating and maintenance									5,603	6,836	6,610
Home selling expenses									4,401	4,095	4,186
Total expenses									45,100	48,406	47,309
Income before equity in income of unconsolidated joint ventures									5,861	3,315	5,046
Home Sales and Rentals Operations \| Ancillary services revenues, net
Revenues:
Membership upgrade sales current period, gross									0	38	474
Home Sales and Rentals Operations \| Home Sales
Revenues:
Membership upgrade sales current period, gross									34,655	36,064	36,302
Expenses:
Cost of home sales									35,096	37,475	36,513
Home Sales and Rentals Operations \| Brokered resale revenues, net
Revenues:
Membership upgrade sales current period, gross									$ 1,372	$ 1,290	$ 1,235

- Summary of Minimum Future Operating Lease Payments (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Operating Lease Liabilities, Payments Due
2020	$ 5,044
2021	4,418
2022	2,261
2023	1,086
2024	902
Thereafter	5,416
Total undiscounted rental payments	19,127
Less imputed interest	(2,968)
Total lease liabilities	16,159
Ground Leases
Operating Lease Liabilities, Payments Due
2020	1,949
2021	1,949
2022	1,479
2023	534
2024	534
Thereafter	4,984
Total undiscounted rental payments	11,429
Less imputed interest	(2,399)
Total lease liabilities	9,030
Office and Other Leases
Operating Lease Liabilities, Payments Due
2020	3,095
2021	2,469
2022	782
2023	552
2024	368
Thereafter	432
Total undiscounted rental payments	7,698
Less imputed interest	(569)
Total lease liabilities	$ 7,129

Borrowing Arrangements

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

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	$	2,227,185	$	2,072,416	$	2,164,563	$	2,174,715

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.

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	$	102,942
2021	218,780
2022	187,653
2023	341,796
2024	60,856
Thereafter	1,359,279
Net unamortized premiums	1,110
Unamortized deferred financing costs	(23,958		)
Total	$	2,248,458

As of December 31, 2019, we were in compliance in all material respects with the covenants in our borrowing arrangements.

Derivative Instruments and Hedging Activities - Interest Rate Swaps (Details) - Designated as Hedging Instrument - Interest Rate Swap - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Other assets, net
Derivative
Derivative asset, fair value	$ 0	$ 2,299
Accounts payable and other liabilities
Derivative
Derivative liability, fair value	$ 380	$ 0

Schedule III Real Estate and Accumulated Depreciation - Changes in Accumulated Depreciation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Reconciliation of real estate accumulated depreciation
Accumulated Depreciation, Beginning Balance	$ 1,631,888	$ 1,516,694	$ 1,399,531
Depreciation expense	153,893	137,209	123,686
Properties held for sale	0	(14,547)	0
Dispositions and other	(9,557)	(7,468)	(6,523)
Accumulated Depreciation, Ending Balance	$ 1,776,224	$ 1,631,888	$ 1,516,694

Common Stock and Other Equity Related Transactions - Common Stock, OP Units, and Distributions (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Common Stock Outstanding [Roll Forward]
Shares outstanding at January 1, (shares)	179,842,036	177,170,320	171,058,772
Common stock issued through the At-The-Market Offering Program (in shares)	1,010,472	1,722,282	2,760,034
Common stock issued through conversion of OP Units (in shares)	997,750	176,268	2,671,800
Common stock issued through exercise of options (in shares)	5,600	405,600	440,000
Common stock issued through restricted stock grants (in shares)	193,262	385,010	260,852
Common stock forfeitures (in shares)	0	0	(1,980)
Common stock issued through ESPP and Dividend Reinvestment Plan (in shares)	41,589	45,144	50,202
Common stock repurchased and retired (in shares)	(1,114)	(62,588)	(69,360)
Shares outstanding at December 31, (shares)	182,089,595	179,842,036	177,170,320

Equity Incentive Awards - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award
Compensation expense related to restricted stock and stock options			$ 10,481	$ 9,995	$ 9,352
Proceeds from stock options exercised			$ 100	$ 3,800	$ 4,900
Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period (in years)			3 years 6 months
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Grants in period (in shares)			193,262	385,010	260,852
Share based compensation expense to be recognized			$ 11,100
Period for recognition of cost not recognized (in years)			1 year 8 months 12 days
2014 Awards
Share-based Compensation Arrangement by Share-based Payment Award
Options available for grant (in shares)			5,664,562
Contractual term (in years)			10 years
2014 Awards \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Grants in period (in shares)		122,400
Shares categorized as vesting (percent)		50.00%
Share based compensation, fair market value		$ 3,200
Shares categorized as performance based (percent)		50.00%
Shares issued (shares)	70,862
Fair value of shares issued	$ 4,100
Vesting period (in years)		3 years
Award vesting rights (in percentage)			33.33%
2014 Awards \| Restricted Stock \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Award vesting rights (in percentage)		33.33%
2014 Awards \| Restricted Stock \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award
Award vesting rights (in percentage)		33.33%
2014 Awards \| Restricted Stock \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award
Award vesting rights (in percentage)		33.33%
2014 Awards \| Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award
Grants in period (in shares)			20,402
Share based compensation, fair market value			$ 1,100

Quarterly Financial Data (unaudited)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (unaudited)



	2019
(amounts in thousands, except per share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenues	$	259,090	$	248,366	$	271,160	$	258,640
Consolidated net income	$	120,535	$	49,085	$	68,176	$	58,126
Net income available for Common Stockholders	$	113,309	$	46,401	$	64,461	$	54,952
Basic weighted average Common Shares	179,560		180,312		181,649		181,664
Diluted weighted average Common Shares	191,248		191,860		192,400		192,458
Earnings per Common Share — Basic	$	0.63	$	0.26	$	0.35	$	0.30
Earnings per Common Share — Fully Diluted	$	0.63	$	0.26	$	0.35	$	0.30



	2018
(amounts in thousands, except per share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenues	$	246,025	$	240,502	$	256,675	$	243,451
Consolidated net income	$	64,177	$	49,169	$	59,660	$	53,380
Net income available for Common Stockholders ⁽¹⁾	$	60,222	$	46,137	$	56,070	$	50,166
Basic weighted average Common Shares	177,048		177,098		178,400		179,140
Diluted weighted average Common Shares	189,154		189,246		190,526		191,154
Earnings per Common Share — Basic	$	0.34	$	0.26	$	0.31	$	0.28
Earnings per Common Share — Fully Diluted	$	0.34	$	0.26	$	0.31	$	0.28

_____________________

⁽¹⁾ The sum of the four quarterly results may not total to the full year results due to rounding.

Summary of Significant Accounting Policies - Common Stock Distributions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Tax status of common stock distributions deemed paid during the year:
Ordinary income (usd per share)	$ 1.241	$ 1.069	$ 0.829
Long-term capital gains (usd per share)	0	0	0.359
Nondividend distributions (usd per share)	0	0	0
Distributions declared per Common Share outstanding (usd per share)	$ 1.241	$ 1.069	$ 1.188

Derivative Instruments and Hedging Activities - Effects of Derivative Instruments on Statement of Comprehensive Income and Income Statement (Details) - Interest Rate Swap - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Derivative
Amount of (gain)/loss recognized in OCI on derivative for the year ended December 31,	$ 1,847	$ (1,613)	$ (869)
Cash Flow Hedging \| Interest Expense
Derivative
Amount of (gain)/loss reclassified from accumulated OCI into income for the year ended December 31,	$ (832)	$ (256)	$ 300

Reportable Segments

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

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	$	969,560		$	50,961		$	1,020,521
Operations expenses	(461,128		)	(45,100		)	(506,228		)
Income from segment operations	508,432			5,861			514,293
Interest income	3,856			3,324			7,180
Depreciation and amortization	(141,472		)	(10,638		)	(152,110		)
Gain on sale of real estate, net	52,507			—			52,507
Income (loss) from operations	$	423,323		$	(1,453	)	$	421,870
Reconciliation to consolidated net income:
Corporate interest income							27
Income from other investments, net							9,528
General and administrative							(35,679		)
Other expenses							(2,865		)
Interest and related amortization							(104,223		)
Equity in income of unconsolidated joint ventures							8,755
Early debt retirement							(1,491		)
Consolidated net income							$	295,922

Total assets	$	3,878,770		$	272,505		$	4,151,275
Capital improvements	$	116,349		$	141,644		$	257,993



	Year Ended December 31, 2018
(amounts in thousands)	Property Operations			Home Sales and Rentals Operations			Consolidated
Operations revenues	$	916,565		$	51,721		$	968,286
Operations expenses	(434,360		)	(48,406		)	(482,766		)
Income from segment operations	482,205			3,315			485,520
Interest income	3,374			3,898			7,272
Depreciation and amortization	(127,399		)	(9,810		)	(137,209		)
Gain on sale of real estate, net	—			—			—
Income (loss) from operations	$	358,180		$	(2,597	)	$	355,583
Reconciliation to consolidated net income:
Corporate interest income							253
Income from other investments, net							10,842
General and administrative							(37,684		)
Other expenses							(1,483		)
Interest and related amortization							(104,993		)
Equity in income of unconsolidated joint venture							4,939
Early debt retirement							(1,071		)
Consolidated net income							$	226,386

Total assets	$	3,692,510		$	233,298		$	3,925,808
Capital Improvements	$	94,015		$	87,607		$	181,622



	Year Ended December 31, 2017
(amounts in thousands)	Property Operations			Home Sales and Rentals Operations			Consolidated
Operations revenues	$	859,582		$	52,355		$	911,937
Operations expenses	(411,465		)	(47,309		)	(458,774		)
Income from segment operations	448,117			5,046			453,163
Interest income	3,048			4,192			7,240
Depreciation and amortization	(113,072		)	(10,614		)	(123,686		)
Gain on sale of real estate, net	—			—			—
Income (loss) from operations	$	338,093		$	(1,376	)	$	336,717
Reconciliation to consolidated net income:
Corporate interest income							340
Income from other investments, net							5,795
General and administrative							(31,737		)
Other expenses							(1,148		)
Interest and related amortization							(100,570		)
Equity in income of unconsolidated joint ventures							3,765
Early debt retirement							(2,785		)
Consolidated net income							$	210,377

Total assets	$	3,386,084		$	223,948		$	3,610,032
Capital Improvements	$	76,112		$	49,938		$	126,050

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	$	864,701		$	806,785		$	754,072
Annual membership subscriptions	51,015			47,778			45,798
Membership upgrade sales current period, gross	19,111			15,191			14,132
Membership upgrade sales upfront payments, deferred, net	(10,451		)	(7,380		)	(4,108		)
Other income	43,063			51,935			47,599
Ancillary services revenues, net	2,121			2,256			2,089
Total property operations revenues	969,560			916,565			859,582
Expenses:
Property operating and maintenance	327,917			313,003			294,119
Real estate taxes	62,338			55,892			55,010
Sales and marketing, gross	15,583			12,542			11,438
Membership sales commissions, deferred, net	(1,219		)	(813		)	(354		)
Property management	56,509			53,736			51,252
Total property operations expenses	461,128			434,360			411,465
Income from property operations segment	$	508,432		$	482,205		$	448,117

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⁾	$	14,934	$	14,329	$	14,344
Gross revenue from home sales	34,655		36,064		36,302
Brokered resale revenues, net	1,372		1,290		1,235
Ancillary services revenues, net	—		38		474
Total revenues	50,961		51,721		52,355
Expenses:
Cost of home sales	35,096		37,475		36,513
Home selling expenses	4,401		4,095		4,186
Rental home operating and maintenance	5,603		6,836		6,610
Total expenses	45,100		48,406		47,309
Income from home sales and rentals operations segment	$	5,861	$	3,315	$	5,046

_____________________

⁽¹⁾

Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations.

Earnings Per Common Share Calculation of Numerator and Denominator in EPS table (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Numerators:
Net income available to Common Stockholders—Basic (shares)	$ 54,952	$ 64,461	$ 46,401	$ 113,309	$ 50,166	$ 56,070	$ 46,137	$ 60,222	$ 279,123	$ 212,596	$ 189,904
Amounts allocated to dilutive securities (shares)									16,783	13,774	12,788
Net income available to Common Stockholders—Fully Diluted (shares)									$ 295,906	$ 226,370	$ 202,692
Denominator:
Weighted average Common Shares outstanding – Basic (shares)	181,664	181,649	180,312	179,560	179,140	178,400	177,098	177,048	180,805	177,928	173,994
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares (shares)									10,934	11,586	12,066
Stock options and restricted stock (shares)									256	596	790
Weighted average Common Shares outstanding – Fully Diluted (shares)	192,458	192,400	191,860	191,248	191,154	190,526	189,246	189,154	191,995	190,110	186,850
Earnings per Common Share – Basic (usd per share)	$ 0.30	$ 0.35	$ 0.26	$ 0.63	$ 0.28	$ 0.31	$ 0.26	$ 0.34	$ 1.54	$ 1.19	$ 1.09
Earnings per Common Share – Fully Diluted (usd per share)	$ 0.30	$ 0.35	$ 0.26	$ 0.63	$ 0.28	$ 0.31	$ 0.26	$ 0.34	$ 1.54	$ 1.19	$ 1.08

Investment in Real Estate - Narratives (Details) $ in Thousands		3 Months Ended	12 Months Ended
	Jan. 23, 2019 USD ($) property site	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($) property land marina site	Dec. 31, 2018 USD ($) property site	Dec. 31, 2017 USD ($) property site
Real Estate Properties
Number of properties acquired \| property			4		2
Purchase price			$ 58,300	$ 251,700	$ 142,400
Number of sites acquired \| site			1,614	3,712	1,870
Mortgage debt assumed			$ 18,600		$ 5,900
Mortgage premium transferred			600
Assets acquired			249,197	$ 265,129	142,255
Long-term debt assumed				9,200
Asset acquisition, liabilities incurred				8,800
Gain on sale of real estate, net			52,507	$ 0	$ 0
Manufactured Homes in Indiana and Michigan \| Disposed of by Sale, Not Discontinued Operations
Real Estate Properties
Number of properties sold (property) \| property	5
Number of sites sold \| site	1,463
Proceeds from sales of properties	$ 89,700
Gain on sale of real estate, net		$ 52,500
Net investment in real estate	35,400
Other assets	500
Mortgage notes payable	$ 11,200
Loggerhead Marina Portfolio
Real Estate Properties
Purchase price			$ 49,000
Number of marinas (marinas) \| marina			11
Repayments of outstanding debt			$ 72,000
Assets acquired			162,200
Loggerhead Marina Portfolio \| Joint venture
Real Estate Properties
Assets acquired			35,800
Land
Real Estate Properties
Purchase price			$ 28,100
Number of land parcels (land) \| land			3
R V Resort
Real Estate Properties
Number of properties acquired \| property				4
Vacant Land
Real Estate Properties
Number of properties acquired \| property				4
Purchase price				$ 2,800
Number of assets acquired \| property				2

Investment in Real Estate - Real Estate Acquired (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Assets acquired
Assets acquired	$ 249,197	$ 265,129	$ 142,255
Other assets	1,646	59	229
Total assets acquired	250,843	265,188	142,484
Liabilities assumed
Mortgage notes payable	19,212	9,200	5,900
Below-market lease liability	0	10,645	0
Other liabilities	10,431	2,449	32
Total liabilities assumed	29,643	22,294	5,932
Net assets acquired	221,200	242,894	136,552
Land
Assets acquired
Assets acquired	116,575	171,111	82,539
Buildings and other depreciable property
Assets acquired
Assets acquired	125,721	84,019	55,903
Manufactured homes
Assets acquired
Assets acquired	1,382	140	840
In-place leases
Assets acquired
Assets acquired	$ 5,519	$ 9,859	$ 2,973

Leases - Schedule of Future Minimum Rents Expected to be Received (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Lessor, Operating Lease, Payments, Fiscal Year Maturity
2020	$ 77,031
2021	77,457
2022	47,978
2023	20,001
2024	20,024
Thereafter	78,836
Total	$ 321,327

Borrowing Arrangements - Second Amendment Unsecured Credit Facility And Term Loan (Details)	12 Months Ended
	Dec. 31, 2019 USD ($) extension Rate	Dec. 31, 2017 USD ($) Rate	Dec. 31, 2018 USD ($)
Debt Instrument
Line of credit facility, maximum borrowing capacity \| $		$ 400,000,000.0
Term loan, net \| $	$ 198,949,000		$ 198,626,000
Number of extension periods (extension) \| extension	2
Extension period (months)	6 months
Commitment fee \| $		$ 3,700,000
Unsecured line of credit \| $	$ 160,000,000		$ 0
Line of credit remaining borrowing amount \| $	240,000,000.0
Minimum
Debt Instrument
Derivative interest rate (in percentage) \| Rate		0.15%
Maximum
Debt Instrument
Derivative interest rate (in percentage) \| Rate		0.35%
Term Loans
Debt Instrument
Term loan, net \| $	$ 200,000,000.0	$ 200,000,000.0
Derivative, maturity years (in years)	3 years
Term Loans \| LIBOR \| Minimum
Debt Instrument
Variable rate (in percentage) \| Rate	1.20%
Term Loans \| LIBOR \| Maximum
Debt Instrument
Variable rate (in percentage) \| Rate	1.90%
Line of Credit \| LIBOR \| Minimum
Debt Instrument
Variable rate (in percentage) \| Rate		1.10%
Line of Credit \| LIBOR \| Maximum
Debt Instrument
Variable rate (in percentage) \| Rate		1.55%

Equity Incentive Awards - Stock option activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Payment Arrangement [Abstract]
Options forfeited (in shares)	0	0	0
Options expired (in shares)	0	0	0
Shares Subject To Options
Beginning balance (in shares)	47,100	440,160	866,300
Options issued (in shares)		12,540	13,860
Options exercised (in shares)	(5,600)	(405,600)	(440,000)
Ending balance (in shares)	41,500	47,100	440,160	866,300
Exercisable at December 31, 2019	37,782
Weighted Average Exercise Price Per Share
Beginning balance (in usd per share)	$ 36.95	$ 11.36	$ 10.72
Options issued (in usd per share)		44.83	40.58
Options exercised (in usd per share)	9.43	9.43	11.02
Ending balance (in usd per share)	40.65	$ 36.95	$ 11.36	$ 10.72
Exercisable at December 31, 2019	$ 40.24
Weighted Average Outstanding Contractual Life (in years)
Balance outstanding, Weighted Average Outstanding Contractual Life (in years)	7 years 3 months 18 days	7 years 3 months 18 days	1 year 7 months 6 days	1 year 8 months 12 days
Exercisable at end of the period, Weighted Average Outstanding Contractual Life (in years)	7 years 2 months 12 days
Average Intrinsic Value (in millions)
Opening Balance, Average Intrinsic Value	$ 500,000	$ 14,600,000	$ 22,000,000.0
Options exercised, Average Intrinsic Value	0.2	16,900,000	14,500,000
Closing Balance, Average Intrinsic Value	1,200,000	$ 500,000	$ 14,600,000	$ 22,000,000.0
Exercisable at December 31, 2019	$ 1,100,000

Transactions with Related Parties	12 Months Ended
Transactions with Related Parties	Dec. 31, 2019
Related Party Transactions [Abstract]
Transactions with Related Parties	Transactions with Related PartiesWe lease office space from Two North Riverside Plaza Joint Venture Limited Partnership, an entity affiliated with Samuel Zell, Chairman of our Board of Directors. Payments made in accordance with the lease agreement to this entity amounted to approximately $1.7 million for the year ended December 31, 2019, and $1.4 million for the years ended December 31, 2018 and 2017.

Schedule III Real Estate and Accumulated Depreciation - Additional Information (Details) $ in Billions	Dec. 31, 2019 USD ($)
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]
Net investment in real estate U.S federal tax basis	$ 3.7

Label	Element	Value
Contract with Customer, Asset, after Allowance for Credit Loss	us-gaap_ContractWithCustomerAssetNet	$ 40,308,000
Contract with Customer, Asset, after Allowance for Credit Loss	us-gaap_ContractWithCustomerAssetNet	39,643,000
Additional Paid-in Capital [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	1,241,226,000
AOCI Attributable to Parent [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	942,000
Accumulated Distributions in Excess of Net Income [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	(227,166,000)
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	(15,186,000)
Common Stock [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	1,766,000
Noncontrolling Interest Of Common Units [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	$ 68,088,000

Leases - Schedule of Quantitative Disclosures for Lessees (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Lease Description
Total lease cost	$ 9,307	$ 8,289	$ 7,955
Ground leases
Lease Description
Fixed lease cost	5,727	5,537	5,248
Variable lease cost	639	599	562
Office and other leases
Lease Description
Fixed lease cost	2,869	2,114	2,135
Variable lease cost	$ 72	$ 39	$ 10

Investment in Unconsolidated Joint Ventures

12 Months Ended

Dec. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

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)	1,077	50	%		$	146	$	346	$	1,400	$	1,839	$	2,197
Lakeshore	Florida (3,3)	721	^(b)			2,467		2,263		263		22		115
Voyager	Arizona (1,1)	1,801	50	%	^(c)	599		3,135		2,951		995		891
Loggerhead	Florida	2,343	—	%	^(d)	—		35,789		3,501		1,486		230
ECHO JV	Various	—	50	%		16,862		16,222		640		597		332
		5,942				$	20,074	$	57,755	$	8,755	$	4,939	$	3,765

_____________________


(a)	The percentages shown approximate our economic interest as of December 31, 2019. Our legal ownership interest may differ.


(b)	Includes two joint ventures in which we own a 65% interest in each and the Crosswinds joint venture in which we own a 49% interest.


(c)	Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and 33% interest in the utility plant servicing this Property.


(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.

We recognized $8.8 million, $4.9 million, and $3.8 million (net of $1.2 million, $1.8 million and $1.5 million of depreciation expense, respectively) of equity in income from unconsolidated joint ventures for the years ended December 31, 2019, 2018 and 2017, respectively. We received approximately $11.5 million, $4.5 million and $3.8 million in distributions from joint ventures for the years ended December 31, 2019, 2018 and 2017, respectively. Approximately $3.5 million, $0.2 million and $0.8 million of the distributions made to us exceeded our basis in joint ventures, and as such, were recorded as income from unconsolidated joint ventures for the years ended December 31, 2019, 2018, and 2017 respectively.

Subsequent Events (Details) - USD ($) $ in Millions			3 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($) $ in Millions	Feb. 11, 2020	Jan. 23, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Restricted Stock
Subsequent Event
Grants in period (in shares)				193,262	385,010	260,852
2014 Awards \| Restricted Stock
Subsequent Event
Grants in period (in shares)			122,400
Shares categorized as vesting (percent)			50.00%
Vesting period (in years)			3 years
Award vesting rights (in percentage)				33.33%
Share based compensation, fair market value			$ 3.2
Shares categorized as performance based (percent)			50.00%
2014 Awards \| Restricted Stock \| Tranche One
Subsequent Event
Award vesting rights (in percentage)			33.33%
2014 Awards \| Restricted Stock \| Tranche Two
Subsequent Event
Award vesting rights (in percentage)			33.33%
2014 Awards \| Restricted Stock \| Tranche Three
Subsequent Event
Award vesting rights (in percentage)			33.33%
2014 Awards \| Performance Shares
Subsequent Event
Grants in period (in shares)				20,402
Share based compensation, fair market value				$ 1.1
Subsequent Event \| 2014 Awards \| Restricted Stock
Subsequent Event
Grants in period (in shares)	90,933
Shares categorized as vesting (percent)	50.00%
Vesting period (in years)		3 years
Share based compensation, fair market value	$ 3.3
Shares categorized as performance based (percent)	50.00%
Subsequent Event \| 2014 Awards \| Restricted Stock \| Tranche One
Subsequent Event
Award vesting rights (in percentage)		33.33%
Subsequent Event \| 2014 Awards \| Restricted Stock \| Tranche Two
Subsequent Event
Award vesting rights (in percentage)		33.33%
Subsequent Event \| 2014 Awards \| Restricted Stock \| Tranche Three
Subsequent Event
Award vesting rights (in percentage)		33.33%
Subsequent Event \| 2014 Awards \| Performance Shares
Subsequent Event
Grants in period (in shares)	15,154
Share based compensation, fair market value	$ 1.1

Savings Plan	12 Months Ended
Savings Plan	Dec. 31, 2019
Retirement Benefits [Abstract]
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. Our contribution to the 401K Plan was approximately $1.9 million, $1.7 million and $1.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Notes Receivable, Net	12 Months Ended
Notes Receivable, Net	Dec. 31, 2019
Receivables [Abstract]
Notes Receivable, Net	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. In certain cases, we purchase loans made by an unaffiliated lender to finance the sales of homes to our customers at our Properties (referred to as "Chattel Loans"). These loans are secured by the underlying homes sold and require monthly principal and interest payments. As of December 31, 2019 and 2018, we had $12.3 million and $13.4 million of Chattel Loans, respectively. As of December 31, 2019, the Chattel Loans receivable had an average stated interest rate of approximately 7.7% per annum and had a weighted average term remaining of approximately 12 years.

Reportable Segments - Narratives (Details)	12 Months Ended
Reportable Segments - Narratives (Details)	Dec. 31, 2019 segment
Segment Reporting [Abstract]
Number of Reportable Segments	2

Common Stock and Other Equity Related Transactions - Distributions (Details) - $ / shares	Jan. 10, 2020	Oct. 11, 2019	Jul. 12, 2019	Apr. 12, 2019	Jan. 11, 2019	Oct. 12, 2018	Jul. 13, 2018	Apr. 13, 2018	Jan. 12, 2018	Oct. 13, 2017	Jul. 14, 2017	Apr. 14, 2017
Class of Stock
Distribution Amount Per Share (usd per share)		$ 0.3063	$ 0.3063	$ 0.3063	$ 0.2750	$ 0.2750	$ 0.2750	$ 0.2750	$ 0.2438	$ 0.2438	$ 0.2438	$ 0.2438
Subsequent Event
Class of Stock
Distribution Amount Per Share (usd per share)	$ 0.3063

Quarterly Financial Data (unaudited) (Tables)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data



	2019
(amounts in thousands, except per share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenues	$	259,090	$	248,366	$	271,160	$	258,640
Consolidated net income	$	120,535	$	49,085	$	68,176	$	58,126
Net income available for Common Stockholders	$	113,309	$	46,401	$	64,461	$	54,952
Basic weighted average Common Shares	179,560		180,312		181,649		181,664
Diluted weighted average Common Shares	191,248		191,860		192,400		192,458
Earnings per Common Share — Basic	$	0.63	$	0.26	$	0.35	$	0.30
Earnings per Common Share — Fully Diluted	$	0.63	$	0.26	$	0.35	$	0.30



	2018
(amounts in thousands, except per share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenues	$	246,025	$	240,502	$	256,675	$	243,451
Consolidated net income	$	64,177	$	49,169	$	59,660	$	53,380
Net income available for Common Stockholders ⁽¹⁾	$	60,222	$	46,137	$	56,070	$	50,166
Basic weighted average Common Shares	177,048		177,098		178,400		179,140
Diluted weighted average Common Shares	189,154		189,246		190,526		191,154
Earnings per Common Share — Basic	$	0.34	$	0.26	$	0.31	$	0.28
Earnings per Common Share — Fully Diluted	$	0.34	$	0.26	$	0.31	$	0.28

_____________________

⁽¹⁾ The sum of the four quarterly results may not total to the full year results due to rounding.

Borrowing Arrangements (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Fair Value of Mortgage Debt

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	$	2,227,185	$	2,072,416	$	2,164,563	$	2,174,715

Aggregate Payments of Principal on Long-Term Borrowings



(amounts in thousands)	Amount
2020	$	102,942
2021	218,780
2022	187,653
2023	341,796
2024	60,856
Thereafter	1,359,279
Net unamortized premiums	1,110
Unamortized deferred financing costs	(23,958		)
Total	$	2,248,458

As of December 31, 2019, we were in compliance in all material respects with the covenants in our borrowing arrangements.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Schedule III Real Estate and Accumulated Depreciation - Changes in Total Real Estate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Carrying amount of real estate investments
Gross real estate, beginning balance	$ 5,273,477	$ 4,915,813	$ 4,685,336
Acquisitions	250,843	265,129	142,255
Improvements	257,993	181,622	126,279
Properties held for sale	0	(49,973)	0
Dispositions and other	(39,264)	(39,114)	(38,057)
Gross real estate, ending balance	$ 5,743,049	$ 5,273,477	$ 4,915,813

Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands														12 Months Ended
	Jan. 10, 2020 $ / shares	Oct. 15, 2019	Oct. 11, 2019 $ / shares	Jul. 12, 2019 $ / shares	Apr. 12, 2019 $ / shares	Jan. 11, 2019 $ / shares	Oct. 12, 2018 $ / shares	Jul. 13, 2018 $ / shares	Apr. 13, 2018 $ / shares	Jan. 12, 2018 $ / shares	Oct. 13, 2017 $ / shares	Jul. 14, 2017 $ / shares	Apr. 14, 2017 $ / shares	Dec. 31, 2019 USD ($)	Jan. 01, 2020 USD ($)	Jan. 01, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Significant Accounting Policies
Stock split ratio		2
Intangibles including goodwill														$ 12,100			$ 12,100
Intangible assets														4,300			4,300
Goodwill														7,800			7,800
Accumulated amortization of identified intangible assets														3,100			3,000
Cash and cash equivalents, restricted cash														25,100			24,100
Deferred financing costs														$ 24,000			26,400
Performance obligation description														A membership subscription gives the customer the right to a set schedule of usage at a specified group of Properties. Payments are deferred and recognized on a straight-line basis over the one-year period in which access to Sites at certain Properties are provided. Membership upgrades grant certain additional access rights to the customer and require non-refundable upfront payments. The non-refundable upfront payments are recognized on a straight-line basis over 20 years, which is our estimated membership upgrade contract term.
Operating loss carryforwards																	74,100	$ 74,100
Net investment in real estate U.S federal tax basis														$ 3,700,000
Net investment in notes receivable U.S federal tax basis														39,600
Quarterly distribution paid per common share (usd per share) \| $ / shares			$ 0.3063	$ 0.3063	$ 0.3063	$ 0.2750	$ 0.2750	$ 0.2750	$ 0.2750	$ 0.2438	$ 0.2438	$ 0.2438	$ 0.2438
Right of use asset														15,100
Operating lease liability														16,159
Cumulative effect of change in accounting principle (ASC 606, Revenue Recognition)														$ 154,318			$ 211,034
ASU 2016-02
Significant Accounting Policies
Right of use asset																$ 17,500
Operating lease liability																$ 18,700
2019 Distributions
Significant Accounting Policies
Quarterly distribution paid per common share (usd per share) \| $ / shares						$ 0.031500
Subsequent Event
Significant Accounting Policies
Quarterly distribution paid per common share (usd per share) \| $ / shares	$ 0.3063
Quarterly distribution for tax purposes (usd per share) \| $ / shares	0.015462
Subsequent Event \| ASU 2016-13 \| Plan
Significant Accounting Policies
Cumulative effect of change in accounting principle (ASC 606, Revenue Recognition)															$ (3,900)
Subsequent Event \| 2019 Distributions
Significant Accounting Policies
Quarterly distribution paid per common share (usd per share) \| $ / shares	$ 0.290788
Operating Partnership
Significant Accounting Policies
Ownership interest (percent)														94.60%

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2019	Feb. 20, 2020	Jun. 30, 2019
Cover page.
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2019
Document Transition Report	false
Entity File Number	1-11718
Entity Registrant Name	EQUITY LIFESTYLE PROPERTIES INC
Entity Incorporation, State	MD
Entity Tax Identification Number	36-3857664
Entity Address, Street Address	Two North Riverside Plaza, Suite 800
Entity Address, City	Chicago,
Entity Address, State	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	279-1400
Title of each class	Common Stock, $0.01 Par Value
Trading Symbol(s)	ELS
Name of each exchange on which registered	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 10,255.4
Entity Common Stock, Shares Outstanding		182,129,331
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.
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Central Index Key	0000895417
Current Fiscal Year End Date	--12-31

Common Stock and Other Equity Related Transactions (Tables)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Schedule of Stock by Class

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	1,010,472		1,722,282		2,760,034
Weighted average price	$	58.71	$	45.73	$	43.73
Total gross proceeds	$	59,319	$	78,755	$	120,698
Commissions paid to sales agents	$	771	$	1,028	$	1,512

Schedule of Common Stock Outstanding Roll Forward

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,	179,842,036		177,170,320		171,058,772
Common stock issued through the ATM Equity Offering Program and its predecessor	1,010,472		1,722,282		2,760,034
Common stock issued through exchange of OP Units	997,750		176,268		2,671,800
Common stock issued through exercise of options	5,600		405,600		440,000
Common stock issued through restricted stock grants	193,262		385,010		260,852
Common stock forfeitures	—		—		(1,980	)
Common stock issued through ESPP and Dividend Reinvestment Plan	41,589		45,144		50,202
Common stock repurchased and retired	(1,114	)	(62,588	)	(69,360	)
Shares outstanding at December 31,	182,089,595		179,842,036		177,170,320

Dividends Declared

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
$0.2438	March 31, 2017	March 31, 2017	April 14, 2017
$0.2438	June 30, 2017	June 30, 2017	July 14, 2017
$0.2438	September 30, 2017	September 29, 2017	October 13, 2017
$0.2438	December 31, 2017	December 29, 2017	January 12, 2018
$0.2750	March 31, 2018	March 30, 2018	April 13, 2018
$0.2750	June 30, 2018	June 29, 2018	July 13, 2018
$0.2750	September 30, 2018	September 28, 2018	October 12, 2018
$0.2750	December 31, 2018	December 28, 2018	January 11, 2019
$0.3063	March 31, 2019	March 29, 2019	April 12, 2019
$0.3063	June 30, 2019	June 28, 2019	July 12, 2019
$0.3063	September 30, 2019	September 27, 2019	October 11, 2019
$0.3063	December 31, 2019	December 27, 2019	January 10, 2020

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Long-Term Cash Incentive Plan	12 Months Ended
Long-Term Cash Incentive Plan	Dec. 31, 2019
Retirement Benefits [Abstract]
Long-Term Cash Incentive Plan	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 On February 12, 2016, the Compensation Committee approved a Long-Term Cash Incentive Plan Award (the "2016 LTIP") to provide a long-term cash bonus opportunity to certain members of our management. The 2016 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") was based upon certain performance conditions being met over a three-year period ending December 31, 2018. For the years ended December 31, 2018 and 2017, we accrued compensation expense of approximately $1.2 million and $1.3 million, respectively. The Eligible Payment of $4.2 million was paid during the first quarter of 2019.

Reportable Segments - Consolidated Net Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting Information
Depreciation and amortization	$ (152,110)	$ (137,209)	$ (123,686)
Gain on sale of real estate, net	52,507	0	0
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Other income	43,063	51,935	47,599
General and administrative	(35,679)	(37,684)	(31,737)
Other expenses	(2,865)	(1,483)	(1,148)
Equity in income of unconsolidated joint ventures	(104,223)	(104,993)	(100,570)
Equity in income of unconsolidated joint ventures	8,755	4,939	3,765
Other expenses	(1,491)	(1,071)	(2,785)
Consolidated net income	295,922	226,386	210,377
Total assets	4,151,275	3,925,808	3,610,032
Capital improvements	257,993	181,622	126,050
Property Operations
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Other income			47,599
Total assets	3,878,770	3,692,510	3,386,084
Capital improvements	116,349	94,015	76,112
Home Sales and Rentals Operations
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Total assets	272,505	233,298	223,948
Capital improvements	141,644	87,607	49,938
Operating Segments
Segment Reporting Information
Operations revenues	1,020,521	968,286	911,937
Operations expenses	(506,228)	(482,766)	(458,774)
Income from segment operations	514,293	485,520	453,163
Interest income	7,180	7,272	7,240
Depreciation and amortization	(152,110)	(137,209)	(123,686)
Gain on sale of real estate, net	52,507	0	0
Income (loss) from operations	421,870	355,583	336,717
Operating Segments \| Property Operations
Segment Reporting Information
Operations revenues	969,560	916,565	859,582
Operations expenses	(461,128)	(434,360)	(411,465)
Income from segment operations	508,432	482,205	448,117
Interest income	3,856	3,374	3,048
Depreciation and amortization	(141,472)	(127,399)	(113,072)
Gain on sale of real estate, net	52,507	0	0
Income (loss) from operations	423,323	358,180	338,093
Operating Segments \| Home Sales and Rentals Operations
Segment Reporting Information
Operations revenues	50,961	51,721	52,355
Operations expenses	(45,100)	(48,406)	(47,309)
Income from segment operations	5,861	3,315	5,046
Interest income	3,324	3,898	4,192
Depreciation and amortization	(10,638)	(9,810)	(10,614)
Gain on sale of real estate, net	0	0	0
Income (loss) from operations	(1,453)	(2,597)	(1,376)
Segment Reconciling Items
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Corporate interest income	27	253	340
Other income	9,528	10,842	5,795
General and administrative	(35,679)	(37,684)	(31,737)
Other expenses	(2,865)	(1,483)	(1,148)
Equity in income of unconsolidated joint ventures	(104,223)	(104,993)	(100,570)
Equity in income of unconsolidated joint ventures	8,755	4,939	3,765
Other expenses	$ (1,491)	$ (1,071)	$ (2,785)

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value per share (usd per share)	$ 0.01	$ 0.01
Preferred stock shares authorized (shares)	10,000,000	10,000,000
Preferred stock shares issued (shares)	0	0
Preferred stock shares outstanding (shares)	0	0
Common stock par or stated value per share (usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (shares)	400,000,000	200,000,000
Common stock, shares issued (shares)	182,089,595	179,842,036
Common stock shares outstanding (shares)	182,089,595	179,842,036

Organization	12 Months Ended
Organization	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	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.

Reportable Segments (Tables)

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment



	Year Ended December 31, 2018
(amounts in thousands)	Property Operations			Home Sales and Rentals Operations			Consolidated
Operations revenues	$	916,565		$	51,721		$	968,286
Operations expenses	(434,360		)	(48,406		)	(482,766		)
Income from segment operations	482,205			3,315			485,520
Interest income	3,374			3,898			7,272
Depreciation and amortization	(127,399		)	(9,810		)	(137,209		)
Gain on sale of real estate, net	—			—			—
Income (loss) from operations	$	358,180		$	(2,597	)	$	355,583
Reconciliation to consolidated net income:
Corporate interest income							253
Income from other investments, net							10,842
General and administrative							(37,684		)
Other expenses							(1,483		)
Interest and related amortization							(104,993		)
Equity in income of unconsolidated joint venture							4,939
Early debt retirement							(1,071		)
Consolidated net income							$	226,386

Total assets	$	3,692,510		$	233,298		$	3,925,808
Capital Improvements	$	94,015		$	87,607		$	181,622

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	$	969,560		$	50,961		$	1,020,521
Operations expenses	(461,128		)	(45,100		)	(506,228		)
Income from segment operations	508,432			5,861			514,293
Interest income	3,856			3,324			7,180
Depreciation and amortization	(141,472		)	(10,638		)	(152,110		)
Gain on sale of real estate, net	52,507			—			52,507
Income (loss) from operations	$	423,323		$	(1,453	)	$	421,870
Reconciliation to consolidated net income:
Corporate interest income							27
Income from other investments, net							9,528
General and administrative							(35,679		)
Other expenses							(2,865		)
Interest and related amortization							(104,223		)
Equity in income of unconsolidated joint ventures							8,755
Early debt retirement							(1,491		)
Consolidated net income							$	295,922

Total assets	$	3,878,770		$	272,505		$	4,151,275
Capital improvements	$	116,349		$	141,644		$	257,993



	Year Ended December 31, 2017
(amounts in thousands)	Property Operations			Home Sales and Rentals Operations			Consolidated
Operations revenues	$	859,582		$	52,355		$	911,937
Operations expenses	(411,465		)	(47,309		)	(458,774		)
Income from segment operations	448,117			5,046			453,163
Interest income	3,048			4,192			7,240
Depreciation and amortization	(113,072		)	(10,614		)	(123,686		)
Gain on sale of real estate, net	—			—			—
Income (loss) from operations	$	338,093		$	(1,376	)	$	336,717
Reconciliation to consolidated net income:
Corporate interest income							340
Income from other investments, net							5,795
General and administrative							(31,737		)
Other expenses							(1,148		)
Interest and related amortization							(100,570		)
Equity in income of unconsolidated joint ventures							3,765
Early debt retirement							(2,785		)
Consolidated net income							$	210,377

Total assets	$	3,386,084		$	223,948		$	3,610,032
Capital Improvements	$	76,112		$	49,938		$	126,050

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

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	$	864,701		$	806,785		$	754,072
Annual membership subscriptions	51,015			47,778			45,798
Membership upgrade sales current period, gross	19,111			15,191			14,132
Membership upgrade sales upfront payments, deferred, net	(10,451		)	(7,380		)	(4,108		)
Other income	43,063			51,935			47,599
Ancillary services revenues, net	2,121			2,256			2,089
Total property operations revenues	969,560			916,565			859,582
Expenses:
Property operating and maintenance	327,917			313,003			294,119
Real estate taxes	62,338			55,892			55,010
Sales and marketing, gross	15,583			12,542			11,438
Membership sales commissions, deferred, net	(1,219		)	(813		)	(354		)
Property management	56,509			53,736			51,252
Total property operations expenses	461,128			434,360			411,465
Income from property operations segment	$	508,432		$	482,205		$	448,117

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⁾	$	14,934	$	14,329	$	14,344
Gross revenue from home sales	34,655		36,064		36,302
Brokered resale revenues, net	1,372		1,290		1,235
Ancillary services revenues, net	—		38		474
Total revenues	50,961		51,721		52,355
Expenses:
Cost of home sales	35,096		37,475		36,513
Home selling expenses	4,401		4,095		4,186
Rental home operating and maintenance	5,603		6,836		6,610
Total expenses	45,100		48,406		47,309
Income from home sales and rentals operations segment	$	5,861	$	3,315	$	5,046

_____________________

⁽¹⁾

Rental income within Home Sales and Rentals Operations does not include base rent related to the rental home Sites. Base rent is included within property operations.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	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.

Investment in Unconsolidated Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments



						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)	1,077	50	%		$	146	$	346	$	1,400	$	1,839	$	2,197
Lakeshore	Florida (3,3)	721	^(b)			2,467		2,263		263		22		115
Voyager	Arizona (1,1)	1,801	50	%	^(c)	599		3,135		2,951		995		891
Loggerhead	Florida	2,343	—	%	^(d)	—		35,789		3,501		1,486		230
ECHO JV	Various	—	50	%		16,862		16,222		640		597		332
		5,942				$	20,074	$	57,755	$	8,755	$	4,939	$	3,765

_____________________


(a)	The percentages shown approximate our economic interest as of December 31, 2019. Our legal ownership interest may differ.


(b)	Includes two joint ventures in which we own a 65% interest in each and the Crosswinds joint venture in which we own a 49% interest.


(c)	Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and 33% interest in the utility plant servicing this Property.

(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.

Deferred Revenue of Membership Upgrade Sales and Deferred Commission Expense

12 Months Ended

Dec. 31, 2019

Revenue from Contract with Customer [Abstract]

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,	$	116,363		$	85,596
Cumulative effect of change in accounting principle ⁽¹⁾	—			23,387
Deferred revenue - upfront payments from membership subscriptions as of January 1,	116,363			108,983
Membership upgrade sales current period, gross	19,111			15,191
Revenue recognized from membership upgrade sales upfront payments	(8,660		)	(7,811		)
Net increase in deferred revenue - upfront payments from membership grade sales	10,451			7,380
Deferred revenue - upfront payments from membership upgrade sales as of December 31,	$	126,814		$	116,363

Deferred commission expense as of December 31	$	40,308		$	31,443
Cumulative effect of change in accounting principle ⁽¹⁾	—			8,200
Deferred commission expense as of January 1,	40,308			39,643
Deferred commission expense	4,508			4,274
Commission expense recognized	(3,667		)	(3,609		)
Net increase in deferred commission expense	841			665
Deferred commission expense as of December 31,	$	41,149		$	40,308

_____________________

⁽¹⁾

The cumulative effect adjustments resulting from the adoption of ASU 2014-09 as of January 1, 2018.

Schedule III Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2019

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure



						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	Arley	AL	$	—		$	212	$	610	$	—		$	1,277	$	212	$	1,887	$	2,099	$	(355	)	2006
Apache East	Apache Junction	AZ	(5,045		)	2,236		4,181		—			191		2,236		4,372		6,608		(1,433		)	2011
Countryside RV	Apache Junction	AZ	(8,225		)	2,056		6,241		—			1,733		2,056		7,974		10,030		(4,397		)	2002
Denali Park	Apache Junction	AZ	—			2,394		4,016		—			290		2,394		4,306		6,700		(1,380		)	2011
Golden Sun RV	Apache Junction	AZ	(5,834		)	1,678		5,049		—			770		1,678		5,819		7,497		(3,197		)	2002
Valley Vista	Benson	AZ	—			115		429		—			243		115		672		787		(203		)	2010
Casita Verde RV	Casa Grande	AZ	—			719		2,179		—			257		719		2,436		3,155		(1,059		)	2006
Fiesta Grande RV	Casa Grande	AZ	—			2,869		8,653		—			1,298		2,869		9,951		12,820		(4,251		)	2006
Foothills West RV	Casa Grande	AZ	—			747		2,261		—			546		747		2,807		3,554		(1,239		)	2006
Sunshine Valley	Chandler	AZ	(22,798		)	9,139		12,912		—			605		9,139		13,517		22,656		(4,350		)	2011
Verde Valley	Cottonwood	AZ	—			1,437		3,390		19			6,513		1,456		9,903		11,359		(2,537		)	2004
Casa del Sol East II	Glendale	AZ	—			2,103		6,283		—			3,382		2,103		9,665		11,768		(5,247		)	1996
Casa del Sol East III	Glendale	AZ	—			2,450		7,452		—			1,236		2,450		8,688		11,138		(5,853		)	1998
Palm Shadows	Glendale	AZ	(5,413		)	1,400		4,218		—			1,701		1,400		5,919		7,319		(4,569		)	1993
Hacienda De Valencia	Mesa	AZ	(20,119		)	833		2,701		—			5,159		833		7,860		8,693		(5,717		)	1984
Mesa Spirit	Mesa	AZ	(16,481		)	17,382		25,238		192			58		17,574		25,296		42,870		(4,859		)	2014
Monte Vista	Mesa	AZ	(20,907		)	11,402		34,355		—			26,244		11,402		60,599		72,001		(21,226		)	2004
Seyenna Vistas	Mesa	AZ	—			1,360		4,660		(87		)	3,357		1,273		8,017		9,290		(5,749		)	1994
The Highlands at Brentwood	Mesa	AZ	(12,635		)	1,997		6,024		—			2,318		1,997		8,342		10,339		(6,614		)	1993
Viewpoint	Mesa	AZ	(49,152		)	24,890		56,340		15			24,048		24,905		80,388		105,293		(35,114		)	2004
Apollo Village	Peoria	AZ	—			932		3,219		—			1,753		932		4,972		5,904		(3,684		)	1994
Casa del Sol West I	Peoria	AZ	—			2,215		6,467		—			2,577		2,215		9,044		11,259		(5,374		)	1996
Carefree Manor	Phoenix	AZ	—			706		3,040		—			1,071		706		4,111		4,817		(2,741		)	1998
Central Park	Phoenix	AZ	(11,846		)	1,612		3,784		—			1,961		1,612		5,745		7,357		(4,825		)	1983
Desert Skies	Phoenix	AZ	(4,621		)	792		3,126		—			883		792		4,009		4,801		(2,760		)	1998
Sunrise Heights	Phoenix	AZ	(5,661		)	1,000		3,016		—			1,872		1,000		4,888		5,888		(3,480		)	1994
Whispering Palms	Phoenix	AZ	—			670		2,141		—			477		670		2,618		3,288		(1,830		)	1998
Desert Vista	Salome	AZ	—			66		268		—			289		66		557		623		(181		)	2010
Sedona Shadows	Sedona	AZ	—			1,096		3,431		—			2,178		1,096		5,609		6,705		(3,422		)	1997
Venture In	Show Low	AZ	—			2,050		6,188		—			719		2,050		6,907		8,957		(3,109		)	2006
Paradise	Sun City	AZ	—			6,414		19,263		11			2,905		6,425		22,168		28,593		(11,937		)	2004
The Meadows	Tempe	AZ	(16,454		)	2,613		7,887		—			4,512		2,613		12,399		15,012		(9,161		)	1994
Fairview Manor	Tucson	AZ	—			1,674		4,708		—			2,427		1,674		7,135		8,809		(4,806		)	1998



					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	Wickenburg	AZ	(8,605	)	4,495	10,517	—	2,296	4,495	12,813	17,308	(3,563	)	2011
Araby	Yuma	AZ	—		1,440	4,345	—	1,140	1,440	5,485	6,925	(2,763	)	2003
Cactus Gardens	Yuma	AZ	(6,232	)	1,992	5,984	—	547	1,992	6,531	8,523	(3,316	)	2004
Capri RV	Yuma	AZ	—		1,595	4,774	—	456	1,595	5,230	6,825	(2,295	)	2006
Desert Paradise	Yuma	AZ	—		666	2,011	—	379	666	2,390	3,056	(1,236	)	2004
Foothill	Yuma	AZ	—		459	1,402	—	386	459	1,788	2,247	(900	)	2003
Mesa Verde	Yuma	AZ	(4,576	)	1,387	4,148	—	700	1,387	4,848	6,235	(2,067	)	2007
Suni Sands	Yuma	AZ	—		1,249	3,759	—	624	1,249	4,383	5,632	(2,240	)	2004
Cultus Lake	Lindell Beach	BC	—		410	968	6	483	416	1,451	1,867	(719	)	2004
Soledad Canyon	Acton	CA	—		2,933	6,917	39	6,255	2,972	13,172	16,144	(5,210	)	2004
Los Ranchos	Apple Valley	CA	—		8,336	15,774	—	960	8,336	16,734	25,070	(5,319	)	2011
Monte del Lago	Castroville	CA	(32,034	)	3,150	9,469	—	4,629	3,150	14,098	17,248	(8,993	)	1997
Date Palm Country Club	Cathedral City	CA	—		—	18,179	—	8,234	—	26,413	26,413	(20,169	)	1994
Date Palm RV	Cathedral City	CA	—		—	216	—	611	—	827	827	(476	)	1994
Colony Park	Ceres	CA	—		890	2,837	—	1,481	890	4,318	5,208	(2,731	)	1998
Russian River	Cloverdale	CA	—		368	868	5	577	373	1,445	1,818	(590	)	2004
Oakzanita Springs	Descanso	CA	—		396	934	5	1,789	401	2,723	3,124	(1,104	)	2004
Rancho Mesa	El Cajon	CA	—		2,130	6,389	—	1,394	2,130	7,783	9,913	(5,155	)	1998
Rancho Valley	El Cajon	CA	(6,464	)	685	1,902	—	1,892	685	3,794	4,479	(2,884	)	1983
Snowflower	Emigrant Gap	CA	—		308	727	4	1,794	312	2,521	2,833	(785	)	2004
Four Seasons	Fresno	CA	—		756	2,348	—	1,838	756	4,186	4,942	(2,262	)	1997
Yosemite Lakes	Groveland	CA	—		2,045	4,823	27	4,768	2,072	9,591	11,663	(3,503	)	2004
Royal Holiday	Hemet	CA	—		778	2,643	—	3,681	778	6,324	7,102	(3,133	)	1999
Idyllwild	Idyllwild-Pine Cove	CA	—		313	737	4	2,051	317	2,788	3,105	(939	)	2004
Pio Pico	Jamul	CA	—		2,626	6,194	35	4,081	2,661	10,275	12,936	(4,310	)	2004
Tahoe Valley	Lake Tahoe	CA	—		—	5,428	—	1,214	—	6,642	6,642	(3,270	)	2004
Sea Oaks	Los Osos	CA	—		871	2,703	—	1,022	871	3,725	4,596	(2,422	)	1997
Ponderosa	Lotus	CA	—		900	2,100	—	2,585	900	4,685	5,585	(1,416	)	2006
Turtle Beach	Manteca	CA	—		268	633	4	1,399	272	2,032	2,304	(532	)	2004
Wilderness Lake	Menifee	CA	—		2,157	5,088	29	2,423	2,186	7,511	9,697	(3,327	)	2004
Coralwood	Modesto	CA	—		—	5,047	—	1,556	—	6,603	6,603	(4,295	)	1997
Morgan Hill	Morgan Hill	CA	—		1,856	4,378	25	4,772	1,881	9,150	11,031	(2,890	)	2004
Lake Minden	Nicolaus	CA	—		961	2,267	13	1,487	974	3,754	4,728	(1,742	)	2004
Pacific Dunes Ranch	Oceana	CA	—		1,940	5,632	—	1,599	1,940	7,231	9,171	(3,270	)	2004



					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	Oregon House	CA	—		1,062	2,504	14	2,024	1,076	4,528	5,604	(1,855	)	2004
Concord Cascade	Pacheco	CA	(10,082	)	985	3,016	—	3,313	985	6,329	7,314	(4,528	)	1983
San Francisco RV	Pacifica	CA	—		1,660	4,973	—	2,760	1,660	7,733	9,393	(2,979	)	2005
San Benito	Paicines	CA	—		1,411	3,328	19	2,987	1,430	6,315	7,745	(2,505	)	2004
Palm Springs	Palm Desert	CA	—		1,811	4,271	24	1,919	1,835	6,190	8,025	(2,790	)	2004
Las Palmas	Rialto	CA	—		1,295	3,866	—	1,032	1,295	4,898	6,193	(2,354	)	2004
Parque La Quinta	Rialto	CA	—		1,799	5,450	—	943	1,799	6,393	8,192	(3,121	)	2004
Quail Meadows	Riverbank	CA	—		1,155	3,469	—	1,009	1,155	4,478	5,633	(2,900	)	1998
California Hawaiian	San Jose	CA	(35,794	)	5,825	17,755	—	5,017	5,825	22,772	28,597	(15,634	)	1997
Nicholson Plaza	San Jose	CA	—		—	4,512	—	427	—	4,939	4,939	(3,903	)	1997
Sunshadow	San Jose	CA	—		12,334	5,707	—	1,078	12,334	6,785	19,119	(4,590	)	1997
Village of the Four Seasons	San Jose	CA	(20,310	)	5,229	15,714	—	1,911	5,229	17,625	22,854	(8,689	)	2004
Westwinds (4 properties)	San Jose	CA	—		—	17,616	—	10,844	—	28,460	28,460	(21,038	)	1997
Laguna Lake	San Luis Obispo	CA	—		2,845	6,520	—	1,285	2,845	7,805	10,650	(5,368	)	1998
Contempo Marin	San Rafael	CA	(37,627	)	4,787	16,379	—	4,314	4,787	20,693	25,480	(16,400	)	1994
Rancho Oso	Santa Barbara	CA	—		860	2,029	12	2,182	872	4,211	5,083	(1,576	)	2004
DeAnza Santa Cruz	Santa Cruz	CA	—		2,103	7,201	—	4,440	2,103	11,641	13,744	(7,961	)	1994
Meadowbrook	Santee	CA	(23,367	)	4,345	12,528	—	3,074	4,345	15,602	19,947	(10,496	)	1998
Santa Cruz Ranch RV	Scotts Valley	CA	—		1,595	3,937	—	683	1,595	4,620	6,215	(1,798	)	2007
Lamplighter	Spring Valley	CA	(30,129	)	633	2,201	—	2,130	633	4,331	4,964	(3,256	)	1983
Santiago Estates	Sylmar	CA	(23,449	)	3,562	10,767	—	3,140	3,562	13,907	17,469	(8,896	)	1998
Royal Oaks	Visalia	CA	—		602	1,921	—	1,698	602	3,619	4,221	(1,958	)	1997
Hillcrest Village	Aurora	CO	(40,251	)	1,912	5,202	289	6,109	2,201	11,311	13,512	(7,864	)	1983
Cimarron	Broomfield	CO	—		863	2,790	—	1,749	863	4,539	5,402	(3,546	)	1983
Holiday Village	Colorado Springs	CO	—		567	1,759	—	2,477	567	4,236	4,803	(2,849	)	1983
Bear Creek	Denver	CO	(6,058	)	1,100	3,359	—	847	1,100	4,206	5,306	(2,768	)	1998
Holiday Hills	Denver	CO	(52,512	)	2,159	7,780	—	8,602	2,159	16,382	18,541	(12,004	)	1983
Golden Terrace	Golden	CO	—		826	2,415	—	2,920	826	5,335	6,161	(3,585	)	1983
Golden Terrace South	Golden	CO	—		750	2,265	—	1,018	750	3,283	4,033	(2,197	)	1997
Golden Terrace West	Golden	CO	—		1,694	5,065	—	7,439	1,694	12,504	14,198	(6,552	)	1986
Pueblo Grande	Pueblo	CO	—		241	1,069	—	2,547	241	3,616	3,857	(1,692	)	1983
Woodland Hills	Thornton	CO	(30,105	)	1,928	4,408	—	4,081	1,928	8,489	10,417	(6,140	)	1994
Stonegate Manor	North Windham	CT	(6,340	)	6,011	12,336	—	428	6,011	12,764	18,775	(4,219	)	2011
Waterford Estates	Bear	DE	(39,735	)	5,250	16,202	—	2,878	5,250	19,080	24,330	(8,836	)	1996



					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	Lewes	DE	—		562	1,710	—	267	562	1,977	2,539	(1,354	)	1998
Whispering Pines	Lewes	DE	—		1,536	4,609	—	2,436	1,536	7,045	8,581	(5,686	)	1988
Mariners Cove	Millsboro	DE	(19,639	)	990	2,971	—	6,945	990	9,916	10,906	(7,152	)	1987
Sweetbriar	Millsboro	DE	—		498	1,527	—	889	498	2,416	2,914	(1,529	)	1998
Aspen Meadows	Rehoboth	DE	—		1,148	3,460	—	723	1,148	4,183	5,331	(2,920	)	1998
Camelot Meadows	Rehoboth	DE	—		527	2,058	1,251	4,711	1,778	6,769	8,547	(4,583	)	1998
Riverside RV	Arcadia	FL	—		8,400	11,905	—	471	8,400	12,376	20,776	(2,578	)	2016
Toby’s	Arcadia	FL	(3,379	)	1,093	3,280	—	694	1,093	3,974	5,067	(1,991	)	2003
Sunshine Key	Big Pine Key	FL	—		5,273	15,822	—	15,892	5,273	31,714	36,987	(10,455	)	2004
Manatee	Bradenton	FL	—		2,300	6,903	—	1,314	2,300	8,217	10,517	(4,134	)	2004
Windmill Manor	Bradenton	FL	(12,521	)	2,153	6,125	—	2,239	2,153	8,364	10,517	(5,549	)	1998
Clover Leaf Farms	Brooksville	FL	(32,947	)	13,684	24,106	—	2,882	13,684	26,988	40,672	(8,195	)	2011
Clover Leaf Forest	Brooksville	FL	—		1,092	2,178	—	335	1,092	2,513	3,605	(674	)	2011
Glen Ellen	Clearwater	FL	—		619	1,882	—	361	619	2,243	2,862	(1,228	)	2002
Hillcrest	Clearwater	FL	—		1,278	3,928	—	1,572	1,278	5,500	6,778	(3,761	)	1998
Holiday Ranch	Clearwater	FL	—		925	2,866	—	702	925	3,568	4,493	(2,397	)	1998
Serendipity	Clearwater	FL	(17,238	)	18,944	11,782	—	855	18,944	12,637	31,581	(2,774	)	2018
Shady Lane Oaks	Clearwater	FL	(5,068	)	4,984	8,482	—	497	4,984	8,979	13,963	(2,979	)	2011
Shady Lane Village	Clearwater	FL	—		3,102	5,480	—	310	3,102	5,790	8,892	(1,919	)	2011
Silk Oak	Clearwater	FL	—		1,649	5,028	—	531	1,649	5,559	7,208	(3,014	)	2002
Clerbrook	Clermont	FL	—		3,883	11,700	—	2,548	3,883	14,248	18,131	(6,200	)	2006
Lake Magic	Clermont	FL	—		1,595	4,793	—	1,360	1,595	6,153	7,748	(3,016	)	2004
Orange Lake	Clermont	FL	(4,680	)	4,303	6,815	—	906	4,303	7,721	12,024	(2,468	)	2011
Orlando	Clermont	FL	—		2,975	7,017	40	10,107	3,015	17,124	20,139	(5,197	)	2004
Crystal Isles	Crystal River	FL	—		926	2,787	10	3,392	936	6,179	7,115	(2,363	)	2004
Cheron Village	Davie	FL	(4,981	)	10,393	6,217	—	287	10,393	6,504	16,897	(2,438	)	2011
Carriage Cove	Daytona Beach	FL	(16,939	)	2,914	8,682	—	2,261	2,914	10,943	13,857	(7,325	)	1998
Lake Haven	Dunedin	FL	(14,067	)	1,135	4,047	—	4,191	1,135	8,238	9,373	(6,103	)	1983
Coquina Crossing	Elkton	FL	(29,110	)	5,274	5,545	—	19,589	5,274	25,134	30,408	(13,003	)	1999
Colony Cove	Ellenton	FL	(99,816	)	28,660	92,457	35,859	16,383	64,519	108,840	173,359	(31,932	)	2011
Ridgewood Estates	Ellenton	FL	—		8,769	8,791	—	602	8,769	9,393	18,162	(3,078	)	2011
Haselton Village	Eustis	FL	—		3,800	8,955	—	665	3,800	9,620	13,420	(2,971	)	2011
Southern Palms	Eustis	FL	—		2,169	5,884	—	4,129	2,169	10,013	12,182	(6,450	)	1998
Bulow Plantation	Flagler Beach	FL	—		3,637	949	—	7,288	3,637	8,237	11,874	(5,029	)	1994



					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	Flagler Beach	FL	—		—	228	—	2,212	—	2,440	2,440	(942	)	1994
Carefree Cove	Fort Lauderdale	FL	—		1,741	5,170	—	859	1,741	6,029	7,770	(3,024	)	2004
Everglades Lakes	Fort Lauderdale	FL	—		53,850	18,797	—	529	53,850	19,326	73,176	(1,646	)	2018
Park City West	Fort Lauderdale	FL	—		4,184	12,561	—	1,337	4,184	13,898	18,082	(7,141	)	2004
Sunshine Holiday RV	Fort Lauderdale	FL	(9,494	)	3,099	9,286	—	1,754	3,099	11,040	14,139	(5,282	)	2004
Crystal Lakes-Fort Myers	Fort Myers	FL	—		1,047	—	712	1,027	1,759	1,027	2,786	(2	)	2018
Fort Myers Beach Resort	Fort Myers	FL	—		1,188	3,548	—	739	1,188	4,287	5,475	(2,242	)	2004
Gulf Air Resort	Fort Myers Beach	FL	(6,165	)	1,609	4,746	—	774	1,609	5,520	7,129	(2,804	)	2004
Lakeside Terrace	Fruitland Park	FL	—		3,275	7,165	—	651	3,275	7,816	11,091	(2,447	)	2011
Grand Island	Grand Island	FL	—		1,723	5,208	125	5,841	1,848	11,049	12,897	(5,650	)	2001
Holiday Travel Park	Holiday	FL	—		9,240	13,284	—	784	9,240	14,068	23,308	(2,867	)	2018
Barrington Hills	Hudson	FL	(4,412	)	1,145	3,437	—	1,037	1,145	4,474	5,619	(2,236	)	2004
Sherwood Forest	Kissimmee	FL	—		4,852	14,596	—	7,597	4,852	22,193	27,045	(14,319	)	1998
Sherwood Forest RV	Kissimmee	FL	—		2,870	3,621	567	3,849	3,437	7,470	10,907	(4,563	)	1998
Tropical Palms	Kissimmee	FL	—		5,677	17,116	—	12,438	5,677	29,554	35,231	(14,123	)	2004
Lake Worth Village	Lake Worth	FL	(4,855	)	14,959	24,501	—	3,657	14,959	28,158	43,117	(8,839	)	2011
Beacon Hill Colony	Lakeland	FL	—		3,775	6,405	—	398	3,775	6,803	10,578	(2,112	)	2011
Beacon Terrace	Lakeland	FL	(10,006	)	5,372	9,153	—	667	5,372	9,820	15,192	(3,134	)	2011
Kings & Queens	Lakeland	FL	—		1,696	3,064	—	241	1,696	3,305	5,001	(1,079	)	2011
Lakeland Harbor	Lakeland	FL	(14,705	)	10,446	17,376	—	726	10,446	18,102	28,548	(5,763	)	2011
Lakeland Junction	Lakeland	FL	(3,551	)	3,018	4,752	—	204	3,018	4,956	7,974	(1,636	)	2011
Maralago Cay	Lantana	FL	(39,877	)	5,325	15,420	—	6,372	5,325	21,792	27,117	(14,740	)	1997
Down Yonder	Largo	FL	—		2,652	7,981	—	1,477	2,652	9,458	12,110	(5,079	)	1998
East Bay Oaks	Largo	FL	(9,369	)	1,240	3,322	—	1,794	1,240	5,116	6,356	(4,158	)	1983
Eldorado Village	Largo	FL	(6,259	)	778	2,341	—	1,973	778	4,314	5,092	(3,042	)	1983
Paradise Park- Largo	Largo	FL	(5,541	)	3,523	4,026	—	550	3,523	4,576	8,099	(983	)	2017
Shangri La	Largo	FL	—		1,722	5,200	—	386	1,722	5,586	7,308	(2,888	)	2004
Vacation Village	Largo	FL	(4,533	)	1,315	3,946	—	894	1,315	4,840	6,155	(2,346	)	2004
Whispering Pines - Largo	Largo	FL	—		8,218	14,054	—	1,081	8,218	15,135	23,353	(4,791	)	2011
Coachwood	Leesburg	FL	—		1,602	4,822	—	1,197	1,602	6,019	7,621	(2,833	)	2004
Mid-Florida Lakes	Leesburg	FL	(61,180	)	5,997	20,635	—	13,712	5,997	34,347	40,344	(23,680	)	1994
Fiesta Key	Long Key	FL	—		16,611	7,338	—	10,403	16,611	17,741	34,352	(2,496	)	2013
Pasco	Lutz	FL	(3,868	)	1,494	4,484	—	1,334	1,494	5,818	7,312	(2,769	)	2004
Coral Cay Plantation	Margate	FL	(19,868	)	5,890	20,211	—	9,048	5,890	29,259	35,149	(22,132	)	1994



					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	Melbourne	FL	—		1,862	5,627	—		2,559	1,862	8,186	10,048	(6,004	)	1994
Miami Everglades	Miami	FL	—		5,362	6,238	—		853	5,362	7,091	12,453	(1,873	)	2015
Southernaire	Mt. Dora	FL	—		796	2,395	—		476	796	2,871	3,667	(1,361	)	2004
Loggerhead Marinas (11 properties)	Multiple	FL	—		80,819	81,387	—		247	80,819	81,634	162,453	(2,094	)	2019
Country Place ⁽²⁾	New Port Richey	FL	(19,341	)	663	—	18		8,199	681	8,199	8,880	(6,398	)	1986
Hacienda Village	New Port Richey	FL	(16,757	)	4,297	13,088	—		3,755	4,297	16,843	21,140	(8,717	)	2002
Harbor View	New Port Richey	FL	(18,047	)	4,030	12,146	—		1,250	4,030	13,396	17,426	(7,280	)	2002
Bay Lake Estates	Nokomis	FL	(11,363	)	990	3,390	—		2,518	990	5,908	6,898	(3,998	)	1994
Lake Village	Nokomis	FL	(15,796	)	15,850	18,099	—		622	15,850	18,721	34,571	(5,998	)	2011
Royal Coachman	Nokomis	FL	(10,725	)	5,321	15,978	—		1,863	5,321	17,841	23,162	(9,297	)	2004
Buccaneer	North Fort Myers	FL	—		4,207	14,410	—		4,777	4,207	19,187	23,394	(14,188	)	1994
Island Vista	North Fort Myers	FL	—		5,004	15,066	—		4,351	5,004	19,417	24,421	(7,174	)	2006
Lake Fairways	North Fort Myers	FL	(38,775	)	6,075	18,134	35		4,066	6,110	22,200	28,310	(17,095	)	1994
Pine Lakes	North Fort Myers	FL	—		6,306	14,579	1,768		10,027	8,074	24,606	32,680	(17,752	)	1994
Pioneer Village	North Fort Myers	FL	(13,421	)	4,116	12,353	—		2,867	4,116	15,220	19,336	(7,673	)	2004
Sunseekers	North Fort Myers	FL	—		4,224	2,299	—		1,014	4,224	3,313	7,537	(332	)	2018
The Heritage	North Fort Myers	FL	—		1,438	4,371	346		5,056	1,784	9,427	11,211	(6,752	)	1993
Windmill Village	North Fort Myers	FL	—		1,417	5,440	—		4,172	1,417	9,612	11,029	(7,124	)	1983
Foxwood	Ocala	FL	—		3,853	7,967	—		2,052	3,853	10,019	13,872	(2,979	)	2011
Oak Bend	Ocala	FL	—		850	2,572	—		2,986	850	5,558	6,408	(3,220	)	1993
Villas at Spanish Oaks	Ocala	FL	—		2,250	6,922	—		2,894	2,250	9,816	12,066	(7,220	)	1993
Silver Dollar	Odessa	FL	—		4,107	12,431	7,103		3,490	11,210	15,921	27,131	(7,933	)	2004
Audubon	Orlando	FL	—		4,622	7,200	—		685	4,622	7,885	12,507	(2,524	)	2011
Hidden Valley	Orlando	FL	(8,152	)	11,398	12,861	—		884	11,398	13,745	25,143	(4,441	)	2011
Starlight Ranch	Orlando	FL	(32,875	)	13,543	20,388	—		2,792	13,543	23,180	36,723	(7,382	)	2011
Holiday Village	Ormond Beach	FL	—		2,610	7,837	—		1,390	2,610	9,227	11,837	(4,819	)	2002
Sunshine Holiday MH	Ormond Beach	FL	—		2,001	6,004	—		1,016	2,001	7,020	9,021	(3,677	)	2004
The Meadows	Palm Beach Gardens	FL	—		3,229	9,870	—		7,103	3,229	16,973	20,202	(9,302	)	1999
Terra Ceia	Palmetto	FL	—		965	2,905	—		492	965	3,397	4,362	(1,700	)	2004
Lakes at Countrywood	Plant City	FL	(8,913	)	2,377	7,085	—		3,111	2,377	10,196	12,573	(5,549	)	2001
Meadows at Countrywood	Plant City	FL	(19,604	)	4,514	13,175	75		11,161	4,589	24,336	28,925	(14,782	)	1998
Oaks at Countrywood	Plant City	FL	(3,653	)	846	2,513	(75	)	2,085	771	4,598	5,369	(2,437	)	1998
Breezy Hill RV	Pompano Beach	FL	(18,010	)	5,424	16,555	—		2,721	5,424	19,276	24,700	(10,619	)	2002
Highland Wood RV	Pompano Beach	FL	—		1,043	3,130	42		487	1,085	3,617	4,702	(1,990	)	2002



					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	Port Charlotte	FL	(17,871	)	3,384	10,154	—	1,347	3,384	11,501	14,885	(5,838	)	2004
Lighthouse Pointe	Port Orange	FL	—		2,446	7,483	23	2,330	2,469	9,813	12,282	(6,499	)	1998
Pickwick	Port Orange	FL	(17,721	)	2,803	8,870	—	3,144	2,803	12,014	14,817	(7,356	)	1998
Rose Bay	Port Orange	FL	—		3,866	3,528	—	563	3,866	4,091	7,957	(1,576	)	2016
Emerald Lake	Punta Gorda	FL	(4,331	)	3,598	5,197	—	504	3,598	5,701	9,299	(1,836	)	2011
Gulf View	Punta Gorda	FL	—		717	2,158	—	1,452	717	3,610	4,327	(1,866	)	2004
Tropical Palms	Punta Gorda	FL	—		2,365	7,286	—	3,252	2,365	10,538	12,903	(3,892	)	2006
Kingswood	Riverview	FL	—		9,094	8,365	—	932	9,094	9,297	18,391	(1,746	)	2018
Palm Lake	Riviera Beach	FL	—		56,323	27,418	—	1,223	56,323	28,641	84,964	(4,100	)	2018
Indian Oaks	Rockledge	FL	—		1,089	3,376	—	1,353	1,089	4,729	5,818	(3,173	)	1998
Space Coast	Rockledge	FL	—		2,413	3,716	—	1,477	2,413	5,193	7,606	(955	)	2014
Covington Estates	Saint Cloud	FL	(9,216	)	3,319	7,253	—	249	3,319	7,502	10,821	(2,462	)	2011
Winds of St. Armands North	Sarasota	FL	(24,367	)	1,523	5,063	—	3,814	1,523	8,877	10,400	(7,240	)	1983
Winds of St. Armands South	Sarasota	FL	(15,884	)	1,106	3,162	1,744	1,817	2,850	4,979	7,829	(4,016	)	1983
Topics	Spring Hill	FL	(2,296	)	844	2,568	—	803	844	3,371	4,215	(1,652	)	2004
Pine Island Resort	St. James City	FL	—		1,678	5,044	—	1,490	1,678	6,534	8,212	(2,473	)	2007
Carefree Village	Tampa	FL	—		6,799	10,421	—	995	6,799	11,416	18,215	(3,735	)	2011
Tarpon Glen	Tarpon Springs	FL	—		2,678	4,016	—	610	2,678	4,626	7,304	(1,485	)	2011
Featherock	Valrico	FL	—		11,369	22,770	—	1,269	11,369	24,039	35,408	(7,328	)	2011
Bay Indies	Venice	FL	(62,866	)	10,483	31,559	10	8,138	10,493	39,697	50,190	(31,048	)	1994
Ramblers Rest	Venice	FL	—		4,646	14,201	—	8,189	4,646	22,390	27,036	(8,562	)	2006
Countryside	Vero Beach	FL	—		3,711	11,133	—	8,725	3,711	19,858	23,569	(12,509	)	1998
Heritage Plantation	Vero Beach	FL	—		2,403	7,259	—	3,292	2,403	10,551	12,954	(7,744	)	1994
Heron Cay	Vero Beach	FL	(28,325	)	14,368	23,792	—	1,976	14,368	25,768	40,136	(7,989	)	2011
Holiday Village	Vero Beach	FL	—		350	1,374	—	235	350	1,609	1,959	(1,153	)	1998
Sunshine Travel	Vero Beach	FL	—		1,603	4,813	—	1,175	1,603	5,988	7,591	(2,818	)	2004
Vero Palm	Vero Beach	FL	(11,370	)	6,697	9,025	—	1,279	6,697	10,304	17,001	(3,118	)	2011
Village Green	Vero Beach	FL	(48,250	)	15,901	25,175	—	2,387	15,901	27,562	43,463	(8,891	)	2011
Peace River	Wauchula	FL	—		900	2,100	—	1,850	900	3,950	4,850	(1,365	)	2006
Palm Beach Colony	West Palm Beach	FL	(10,992	)	5,930	10,113	8	942	5,938	11,055	16,993	(3,542	)	2011
Parkwood Communities	Wildwood	FL	(8,748	)	6,990	15,115	—	1,249	6,990	16,364	23,354	(5,203	)	2011
Three Flags RV Resort	Wildwood	FL	—		228	684	—	594	228	1,278	1,506	(551	)	2006
Winter Garden	Winter Garden	FL	—		2,321	6,962	—	1,127	2,321	8,089	10,410	(3,170	)	2007
Crystal Lake-Zephyrhills	Zephyrhills	FL	—		3,767	6,834	194	9,080	3,961	15,914	19,875	(2,661	)	2011



					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	Zephyrhills	FL	(19,894	)	40,716	33,918	1,048	1,316	41,764	35,234	76,998	(9,318	)	2016
Forest Lake Village	Zephyrhills	FL	—		—	537	—	195	—	732	732	(118	)	2016
Sixth Avenue	Zephyrhills	FL	—		837	2,518	—	146	837	2,664	3,501	(1,389	)	2004
Coach Royale	Boise	ID	—		465	1,685	—	358	465	2,043	2,508	(608	)	2011
Maple Grove	Boise	ID	—		1,358	5,151	—	594	1,358	5,745	7,103	(1,838	)	2011
Shenandoah Estates	Boise	ID	—		1,287	7,603	—	467	1,287	8,070	9,357	(2,428	)	2011
West Meadow Estates	Boise	ID	(7,475	)	1,371	6,770	—	253	1,371	7,023	8,394	(2,223	)	2011
O'Connell's	Amboy	IL	(3,482	)	1,648	4,974	—	2,815	1,648	7,789	9,437	(3,442	)	2004
Pheasant Lake Estates	Beecher	IL	(40,062	)	12,764	42,183	—	1,050	12,764	43,233	55,997	(10,512	)	2013
Pine Country	Belvidere	IL	—		53	166	—	2,376	53	2,542	2,595	(357	)	2006
Willow Lake Estates	Elgin	IL	—		6,138	21,033	—	10,099	6,138	31,132	37,270	(21,724	)	1994
Golf Vistas Estates	Monee	IL	(10,484	)	2,842	4,719	—	8,062	2,842	12,781	15,623	(7,812	)	1997
Indian Lakes	Batesville	IN	—		450	1,061	6	5,197	456	6,258	6,714	(1,525	)	2004
Horseshoe Lake	Clinton	IN	—		155	365	2	685	157	1,050	1,207	(406	)	2004
Twin Mills RV	Howe	IN	—		1,399	4,186	—	590	1,399	4,776	6,175	(2,029	)	2006
Lakeside	New Carlisle	IN	—		426	1,281	—	246	426	1,527	1,953	(761	)	2004
Diamond Caverns Resort & Golf Club	Park City	KY	—		530	1,512	—	469	530	1,981	2,511	(870	)	2006
Gateway to Cape Cod	Rochester	MA	—		91	288	—	383	91	671	762	(297	)	2006
Hillcrest	Rockland	MA	(1,701	)	2,034	3,182	—	167	2,034	3,349	5,383	(1,100	)	2011
The Glen	Rockland	MA	—		940	1,680	—	15	940	1,695	2,635	(569	)	2011
Old Chatham RV	South Dennis	MA	(6,766	)	1,760	5,293	—	521	1,760	5,814	7,574	(2,645	)	2005
Sturbridge	Sturbridge	MA	—		110	347	—	782	110	1,129	1,239	(383	)	2006
Fernwood	Capitol Heights	MD	(12,890	)	6,556	11,674	—	1,168	6,556	12,842	19,398	(3,998	)	2011
Williams Estates and Peppermint Woods	Middle River	MD	—		22,774	42,575	—	1,627	22,774	44,202	66,976	(14,069	)	2011
Mt. Desert Narrows	Bar Harbor	ME	—		1,037	3,127	—	486	1,037	3,613	4,650	(1,405	)	2007
Patton Pond	Ellsworth	ME	—		267	802	—	203	267	1,005	1,272	(411	)	2007
Pinehirst RV Park	Old Orchard Beach	ME	(10,363	)	1,942	5,827	—	2,571	1,942	8,398	10,340	(3,412	)	2005
Narrows Too	Trenton	ME	—		1,451	4,408	—	301	1,451	4,709	6,160	(1,860	)	2007
Moody Beach	Wells	ME	—		93	292	—	1,615	93	1,907	2,000	(332	)	2006
Bear Cave Resort	Buchanan	MI	—		176	516	—	551	176	1,067	1,243	(355	)	2006
St. Clair	St. Clair	MI	—		453	1,068	6	742	459	1,810	2,269	(784	)	2004
Cedar Knolls	Apple Valley	MN	(14,398	)	10,021	14,357	—	1,731	10,021	16,088	26,109	(5,157	)	2011
Cimarron Park	Lake Elmo	MN	(19,202	)	11,097	23,132	—	2,965	11,097	26,097	37,194	(7,904	)	2011



					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	Rockford	MN	—		2,959	8,882	—	1,007	2,959	9,889	12,848	(3,100	)	2011
Rosemount Woods	Rosemount	MN	—		4,314	8,932	—	555	4,314	9,487	13,801	(2,996	)	2011
Forest Lake	Advance	NC	—		986	2,325	13	1,354	999	3,679	4,678	(1,548	)	2004
Scenic	Asheville	NC	—		1,183	3,511	—	705	1,183	4,216	5,399	(1,745	)	2006
Waterway RV	Cedar Point	NC	(5,140	)	2,392	7,185	—	948	2,392	8,133	10,525	(4,054	)	2004
Twin Lakes	Chocowinity	NC	—		1,709	3,361	—	2,023	1,709	5,384	7,093	(2,114	)	2004
Green Mountain Park	Lenoir	NC	—		1,037	3,075	—	2,333	1,037	5,408	6,445	(1,755	)	2006
Lake Gaston	Littleton	NC	—		130	409	—	1,865	130	2,274	2,404	(443	)	2006
Lake Myers RV	Mocksville	NC	—		1,504	4,587	—	907	1,504	5,494	6,998	(2,275	)	2006
Bogue Pines	Newport	NC	—		1,476	2,592	—	106	1,476	2,698	4,174	(627	)	2015
Goose Creek	Newport	NC	(14,317	)	4,612	13,848	750	2,667	5,362	16,515	21,877	(8,274	)	2004
Whispering Pines - NC	Newport	NC	—		3,096	5,081	1	329	3,097	5,410	8,507	(1,175	)	2015
White Oak Shores	Stella	NC	—		5,089	15,416	—	14	5,089	15,430	20,519	(1,186	)	2019
Buena Vista	Fargo	ND	—		4,563	14,949	—	1,191	4,563	16,140	20,703	(5,010	)	2011
Meadow Park	Fargo	ND	—		943	2,907	—	354	943	3,261	4,204	(1,047	)	2011
Sandy Beach RV	Contoocook	NH	—		1,755	5,265	—	263	1,755	5,528	7,283	(2,654	)	2005
Pine Acres	Raymond	NH	—		3,096	2,102	—	446	3,096	2,548	5,644	(764	)	2014
Tuxbury Resort	South Hampton	NH	—		3,557	3,910	—	1,224	3,557	5,134	8,691	(1,914	)	2007
King Nummy	Cape May Court House	NJ	—		4,027	3,584	—	40	4,027	3,624	7,651	(878	)	2018
Mays Landing	Mays Landing	NJ	—		536	289	—	1,041	536	1,330	1,866	(191	)	2014
Echo Farms	Ocean View	NJ	—		2,840	3,045	—	2,134	2,840	5,179	8,019	(1,000	)	2014
Lake & Shore	Ocean View	NJ	—		378	1,192	—	2,193	378	3,385	3,763	(1,438	)	2006
Chestnut Lake	Port Republic	NJ	—		337	796	5	1,240	342	2,036	2,378	(710	)	2004
Sea Pines	Swainton	NJ	—		198	625	—	3,988	198	4,613	4,811	(854	)	2006
Pine Ridge at Crestwood	Whiting	NJ	—		17,367	33,127	—	4,229	17,367	37,356	54,723	(11,285	)	2011
Mountain View - NV	Henderson	NV	(28,109	)	16,665	25,915	—	744	16,665	26,659	43,324	(8,467	)	2011
Bonanza	Las Vegas	NV	—		908	2,643	—	2,108	908	4,751	5,659	(3,848	)	1983
Boulder Cascade	Las Vegas	NV	(7,374	)	2,995	9,020	—	3,230	2,995	12,250	15,245	(8,164	)	1998
Cabana	Las Vegas	NV	(8,183	)	2,648	7,989	—	1,385	2,648	9,374	12,022	(7,389	)	1994
Flamingo West	Las Vegas	NV	—		1,730	5,266	—	2,070	1,730	7,336	9,066	(5,666	)	1994
Las Vegas	Las Vegas	NV	—		1,049	2,473	14	1,561	1,063	4,034	5,097	(1,582	)	2004
Villa Borega	Las Vegas	NV	—		2,896	8,774	—	1,718	2,896	10,492	13,388	(7,313	)	1997
Rondout Valley Resort	Accord	NY	—		1,115	3,240	—	1,341	1,115	4,581	5,696	(1,769	)	2006



					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	Corinth	NY	—		4,783	14,125	153	3,274	4,936	17,399	22,335	(7,550	)	2005
Lake George Escape	Lake George	NY	—		3,562	10,708	—	5,350	3,562	16,058	19,620	(6,509	)	2005
The Woodlands	Lockport	NY	(43,734	)	12,183	39,687	—	4,079	12,183	43,766	55,949	(13,206	)	2011
Greenwood Village	Manorville	NY	—		3,667	9,414	484	6,809	4,151	16,223	20,374	(10,042	)	1998
Brennan Beach	Pulaski	NY	—		7,325	21,141	—	6,272	7,325	27,413	34,738	(12,163	)	2005
Lake George Schroon Valley	Warrensburg	NY	—		540	1,626	—	396	540	2,022	2,562	(735	)	2008
Kenisee Lake	Jefferson	OH	—		295	696	4	423	299	1,119	1,418	(475	)	2004
Wilmington	Wilmington	OH	—		235	555	3	621	238	1,176	1,414	(434	)	2004
Bend	Bend	OR	—		733	1,729	10	2,296	743	4,025	4,768	(1,337	)	2004
Shadowbrook	Clackamas	OR	—		1,197	3,693	—	704	1,197	4,397	5,594	(3,105	)	1997
Pacific City	Cloverdale	OR	—		1,076	2,539	15	1,976	1,091	4,515	5,606	(2,039	)	2004
Falcon Wood Village	Eugene	OR	—		1,112	3,426	—	817	1,112	4,243	5,355	(2,933	)	1997
Portland Fairview	Fairview	OR	—		7,330	10,278	—	459	7,330	10,737	18,067	(2,456	)	2016
Quail Hollow	Fairview	OR	—		—	3,249	—	758	—	4,007	4,007	(2,800	)	1997
South Jetty	Florence	OR	—		678	1,598	9	1,470	687	3,068	3,755	(1,087	)	2004
Seaside	Seaside	OR	—		891	2,101	12	1,022	903	3,123	4,026	(1,457	)	2004
Whalers Rest	South Beach	OR	—		754	1,777	10	973	764	2,750	3,514	(1,255	)	2004
Mt. Hood	Welches	OR	—		1,817	5,733	—	6,717	1,817	12,450	14,267	(4,011	)	2002
Greenbriar Village	Bath	PA	—		8,359	16,941	—	698	8,359	17,639	25,998	(5,477	)	2011
Sun Valley	Bowmansville	PA	—		866	2,601	—	1,113	866	3,714	4,580	(1,170	)	2009
Green Acres	Breinigsville	PA	(36,699	)	2,680	7,479	—	5,798	2,680	13,277	15,957	(10,376	)	1988
Gettysburg Farm	Dover	PA	—		111	350	—	730	111	1,080	1,191	(297	)	2006
Timothy Lake North	East Stroudsburg	PA	—		296	933	—	793	296	1,726	2,022	(626	)	2006
Timothy Lake South	East Stroudsburg	PA	—		206	649	—	233	206	882	1,088	(357	)	2006
Drummer Boy	Gettysburg	PA	(10,906	)	1,884	20,342	—	113	1,884	20,455	22,339	(1,817	)	2019
Round Top	Gettysburg	PA	(7,817	)	1,214	11,355	—	279	1,214	11,634	12,848	(1,463	)	2019
Circle M	Lancaster	PA	—		330	1,041	—	1,657	330	2,698	3,028	(944	)	2006
Hershey	Lebanon	PA	—		1,284	3,028	17	2,189	1,301	5,217	6,518	(2,275	)	2004
Robin Hill	Lenhartsville	PA	—		1,263	3,786	—	617	1,263	4,403	5,666	(1,555	)	2009
Dutch County	Manheim	PA	—		88	278	—	412	88	690	778	(221	)	2006
Spring Gulch	New Holland	PA	—		1,593	4,795	—	1,027	1,593	5,822	7,415	(2,917	)	2004
Lil Wolf	Orefield	PA	—		5,627	13,593	—	3,006	5,627	16,599	22,226	(4,684	)	2011
Scotrun	Scotrun	PA	—		153	483	—	771	153	1,254	1,407	(335	)	2006
Appalachian	Shartlesville	PA	—		1,666	5,044	—	919	1,666	5,963	7,629	(2,495	)	2006



					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	Walnutport	PA	—		3,207	7,182	—	683	3,207	7,865	11,072	(2,416	)	2011
Timber Creek	Westerly	RI	—		12,618	8,489	—	97	12,618	8,586	21,204	(1,985	)	2018
Carolina Landing	Fair Play	SC	—		457	1,078	6	655	463	1,733	2,196	(745	)	2004
Inlet Oaks	Murrells Inlet	SC	—		1,546	4,642	—	326	1,546	4,968	6,514	(2,215	)	2006
The Oaks at Point South	Yemassee	SC	—		267	810	—	282	267	1,092	1,359	(434	)	2006
Natchez Trace	Hohenwald	TN	—		533	1,257	7	1,388	540	2,645	3,185	(1,054	)	2004
Cherokee Landing	Saulsbury	TN	—		118	279	2	202	120	481	601	(216	)	2004
Alamo Palms Resort	Alamo	TX	(6,000	)	1,562	7,924	—	402	1,562	8,326	9,888	(2,603	)	2012
Bay Landing	Bridgeport	TX	—		438	1,033	6	1,894	444	2,927	3,371	(853	)	2004
Colorado River	Columbus	TX	—		466	1,099	6	1,124	472	2,223	2,695	(779	)	2004
Victoria Palms Resort	Donna	TX	(10,151	)	2,849	12,305	—	2,212	2,849	14,517	17,366	(4,685	)	2012
Lake Texoma	Gordonville	TX	—		488	1,151	6	1,826	494	2,977	3,471	(1,290	)	2004
Lakewood RV	Harlingen	TX	—		325	979	—	486	325	1,465	1,790	(711	)	2004
Paradise Park RV	Harlingen	TX	—		1,568	4,705	—	1,294	1,568	5,999	7,567	(2,972	)	2004
Sunshine RV	Harlingen	TX	—		1,494	4,484	—	1,859	1,494	6,343	7,837	(3,036	)	2004
Tropic Winds	Harlingen	TX	—		1,221	3,809	—	914	1,221	4,723	5,944	(2,588	)	2002
Medina Lake	Lakehills	TX	—		936	2,208	13	1,645	949	3,853	4,802	(1,702	)	2004
Paradise South	Mercedes	TX	—		448	1,345	—	679	448	2,024	2,472	(933	)	2004
Lake Tawakoni	Point	TX	—		35	2,320	—	667	35	2,987	3,022	(1,389	)	2004
Fun n Sun RV	San Benito	TX	(5,745	)	2,533	5,560	412	7,039	2,945	12,599	15,544	(8,272	)	1998
Country Sunshine	Weslaco	TX	—		627	1,881	—	1,220	627	3,101	3,728	(1,545	)	2004
Southern Comfort	Weslaco	TX	(4,301	)	1,108	3,323	—	704	1,108	4,027	5,135	(2,044	)	2004
Lake Whitney	Whitney	TX	—		679	1,602	10	1,619	689	3,221	3,910	(1,253	)	2004
Lake Conroe	Willis	TX	—		1,363	3,214	18	15,736	1,381	18,950	20,331	(3,672	)	2004
Westwood Village	Farr West	UT	—		1,346	4,179	—	2,570	1,346	6,749	8,095	(4,445	)	1997
St. George	Hurricane	UT	—		64	264	2	651	66	915	981	(255	)	2010
All Seasons	Salt Lake City	UT	—		510	1,623	—	756	510	2,379	2,889	(1,570	)	1997
Meadows of Chantilly	Chantilly	VA	(40,355	)	5,430	16,440	—	8,318	5,430	24,758	30,188	(18,166	)	1994
Harbor View	Colonial Beach	VA	—		64	202	—	832	64	1,034	1,098	(319	)	2006
Lynchburg	Gladys	VA	—		266	627	3	700	269	1,327	1,596	(484	)	2004
Chesapeake Bay	Gloucester	VA	—		1,230	2,900	16	2,891	1,246	5,791	7,037	(2,380	)	2004
Virginia Landing	Quinby	VA	—		602	1,419	8	434	610	1,853	2,463	(897	)	2004
Grey's Point	Topping	VA	(22,423	)	33,491	17,104	—	1,100	33,491	18,204	51,695	(3,759	)	2017
Bethpage	Urbanna	VA	(37,426	)	45,415	38,149	—	861	45,415	39,010	84,425	(6,099	)	2017



						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	Williamsburg	VA	—			111		350		—			531		111		881		992		(290		)	2006
Regency Lakes	Winchester	VA	(8,914		)	9,757		19,055		—			1,974		9,757		21,029		30,786		(6,532		)	2011
Birch Bay	Blaine	WA	—			502		1,185		7			389		509		1,574		2,083		(706		)	2004
Mount Vernon	Bow	WA	—			621		1,464		8			2,090		629		3,554		4,183		(1,247		)	2004
Chehalis	Chehalis	WA	—			590		1,392		8			2,800		598		4,192		4,790		(1,262		)	2004
Grandy Creek	Concrete	WA	—			475		1,425		—			558		475		1,983		2,458		(745		)	2008
Tall Chief	Fall City	WA	—			314		946		—			675		314		1,621		1,935		(566		)	2010
Kloshe Illahee	Federal Way	WA	(19,640		)	2,408		7,286		—			1,002		2,408		8,288		10,696		(5,931		)	1997
La Conner	La Conner	WA	—			—		2,016		—			1,454		—		3,470		3,470		(1,740		)	2004
Leavenworth	Leavenworth	WA	—			786		1,853		10			1,128		796		2,981		3,777		(1,330		)	2004
Thunderbird	Monroe	WA	—			500		1,178		6			586		506		1,764		2,270		(773		)	2004
Little Diamond	Newport	WA	—			353		834		5			1,109		358		1,943		2,301		(750		)	2004
Oceana	Oceana City	WA	—			283		668		4			525		287		1,193		1,480		(428		)	2004
Crescent Bar	Quincy	WA	—			314		741		4			625		318		1,366		1,684		(618		)	2004
Long Beach	Seaview	WA	—			321		758		5			524		326		1,282		1,608		(549		)	2004
Paradise	Silver Creek	WA	—			466		1,099		6			843		472		1,942		2,414		(797		)	2004
Rainbow Lake Manor	Bristol	WI	—			4,474		16,594		—			1,072		4,474		17,666		22,140		(4,298		)	2013
Fremont	Fremont	WI	—			1,437		4,296		—			1,160		1,437		5,456		6,893		(2,683		)	2004
Yukon Trails	Lyndon Station	WI	—			556		1,629		—			263		556		1,892		2,448		(953		)	2004
Blackhawk	Milton	WI	—			1,789		7,613		—			815		1,789		8,428		10,217		(1,833		)	2014
Lakeland	Milton	WI	—			3,159		13,830		—			1,041		3,159		14,871		18,030		(3,212		)	2014
Westwood Estates	Pleasant Prairie	WI	—			5,382		19,732		—			2,041		5,382		21,773		27,155		(5,200		)	2013
Plymouth Rock	Plymouth	WI	—			2,293		6,879		—			1,669		2,293		8,548		10,841		(2,826		)	2009
Tranquil Timbers	Sturgeon Bay	WI	—			714		2,152		—			825		714		2,977		3,691		(1,197		)	2006
Lake of the Woods	Wautoma	WI	—			1,333		2,238		—			119		1,333		2,357		3,690		(601		)	2019
Neshonoc Lakeside	West Salem	WI	(4,960		)	1,106		4,861		(1		)	274		1,105		5,135		6,240		(1,132		)	2013
Arrowhead	Wisconsin Dells	WI	—			522		1,616		—			764		522		2,380		2,902		(948		)	2006
Subtotal of Properties Held for Long Term			(2,049,509		)	1,468,261		2,927,716		53,698			927,769		1,521,959		3,855,485		5,377,444		(1,693,593		)
Realty Systems, Inc.			—			—		—		—			328,829		—		328,829		328,829		(59,485		)	2002
Management business and other			—			3,448		578		—			32,750		3,448		33,328		36,776		(23,146		)
			$	(2,049,509	)	$	1,471,709	$	2,928,294	$	53,698		$	1,289,348	$	1,525,407	$	4,217,642	$	5,743,049	$	(1,776,224	)

_____________________


(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 $3.7 billion.

The following table presents the changes in gross investment in real estate:



(amounts in thousands)	2019			2018			2017
Balance, beginning of year	$	5,273,477		$	4,915,813		$	4,685,336
Acquisitions	250,843			265,129			142,255
Improvements	257,993			181,622			126,279
Properties held for sale	—			(49,973		)	—
Dispositions and other	(39,264		)	(39,114		)	(38,057		)
Balance, end of year	$	5,743,049		$	5,273,477		$	4,915,813

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	$	1,631,888		$	1,516,694		$	1,399,531
Depreciation and amortization	153,893			137,209			123,686
Properties held for sale	—			(14,547		)	—
Dispositions and other	(9,557		)	(7,468		)	(6,523		)
Balance, end of year	$	1,776,224		$	1,631,888		$	1,516,694

Derivative Instruments and Hedging Activities

12 Months Ended

Dec. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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	$	—	$	2,299
Interest Rate Swap	Accounts payable and other liabilities	$	380	$	—

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	$	1,847	$	(1,613	)	$	(869	)	Interest Expense	$	(832	)	$	(256	)	$	300

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.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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.

Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenues:
Rental income	$ 879,635	$ 821,114	$ 768,416
Revenue from contract with customer	19,111	15,191
Other income	43,063	51,935	47,599
Interest income	7,207	7,525	7,580
Total revenues	1,037,256	986,653	925,312
Investment Income, Net	9,528	10,842	5,795
Expenses:
Property operating and maintenance	333,520	319,839	300,729
Real estate taxes	62,338	55,892	55,010
Sales and marketing, gross	15,583	12,542	11,438
Membership sales commissions, deferred, net	(1,219)	(813)	(354)
Depreciation and amortization	152,110	137,209	123,686
Home selling expenses	4,401	4,095	4,186
General and administrative	35,679	37,684	31,737
Other expenses	2,865	1,483	1,148
Early debt retirement	1,491	1,071	2,785
Interest and related amortization	104,223	104,993	100,570
Total expenses	802,596	765,206	718,700
Gain on sale of real estate, net	52,507	0	0
Income before equity in income of unconsolidated joint ventures	287,167	221,447	206,612
Equity in income of unconsolidated joint ventures	8,755	4,939	3,765
Consolidated net income	295,922	226,386	210,377
Income allocated to non-controlling interests – Common OP Units	(16,783)	(13,774)	(12,788)
Net income available for Common Stockholders	279,123	212,596	189,904
Other comprehensive income (loss):
Adjustment for fair market value of swap	(2,679)	1,357	1,169
Consolidated comprehensive income	293,243	227,743	211,546
Comprehensive income allocated to non-controlling interests – Common OP Units	(16,633)	(13,861)	(12,813)
Comprehensive income attributable to Common Stockholders	$ 276,594	$ 213,866	$ 191,048
Earnings per Common Share – Basic (usd per share)	$ 1.54	$ 1.19	$ 1.09
Earnings per Common Share – Fully Diluted (usd per share)	$ 1.54	$ 1.19	$ 1.08
Weighted average Common Shares outstanding – Basic (shares)	180,805	177,928	173,994
Weighted average Common Shares outstanding – Fully Diluted (shares)	191,995	190,110	186,850
Redeemable Perpetual Preferred Stock
Expenses:
Redeemable perpetual preferred stock dividends	$ (16)	$ (16)	$ (7,685)
Other comprehensive income (loss):
Redeemable perpetual preferred stock dividends	(16)	(16)	(7,685)
Annual membership subscriptions
Revenues:
Revenue from contract with customer	51,015	47,778	45,798
Membership upgrade sales current period, gross
Revenues:
Revenue from contract with customer	19,111	15,191	14,132
Membership upgrade sales upfront payments, deferred, net
Revenues:
Revenue from contract with customer	(10,451)	(7,380)	(4,108)
Gross revenues from home sales
Revenues:
Revenue from contract with customer	34,655	36,064	36,302
Expenses:
Cost of goods and services sold	35,096	37,475	36,513
Brokered resale and ancillary services revenues, net
Revenues:
Revenue from contract with customer	3,493	3,584	3,798
Property management
Expenses:
Cost of goods and services sold	$ 56,509	$ 53,736	$ 51,252

Investment in Unconsolidated Joint Ventures - Narratives (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2019 USD ($) site	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Schedule of Equity Method Investments
Equity in income from unconsolidated joint ventures		$ 8,755	$ 4,939	$ 3,765
Adjustment depreciation		1,200	1,800	1,500
Distributions in excess of basis	$ 4,500	11,500		3,800
Distributions, including those in excess of basis		$ 3,500	200	800
Number of Sites \| site		5,942
Lakeshore Investments \| Florida
Schedule of Equity Method Investments
Ownership interest (in percentage)		65.00%
Equity in income from unconsolidated joint ventures		$ 263	22	115
Number of Sites \| site		721
Lakeshore Investments \| Crosswinds \| Florida
Schedule of Equity Method Investments
Ownership interest (in percentage)		49.00%
Number of Sites \| site		2
Voyager Investments \| Arizona
Schedule of Equity Method Investments
Ownership interest (in percentage)		50.00%
Equity in income from unconsolidated joint ventures		$ 2,951	$ 995	$ 891
Number of Sites \| site		1,801
Voyager Investments \| Arizona \| Recreational Vehicle Resort
Schedule of Equity Method Investments
Ownership interest (in percentage)		50.00%
Voyager Investments \| Arizona \| Servicing Assets
Schedule of Equity Method Investments
Ownership interest (in percentage)		33.00%

Commitments and Contingencies Narratives (Details)	Dec. 31, 2019 site
Westwinds \| Operating Partnership \| Mobile Home Community
Loss Contingencies
Number of sites	720

Equity Incentive Awards - Restricted Stock Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of Shares
Shares forfeited (in shares)	0	0	(1,980)
Restricted Stock
Number of Shares
Beginning balance (in shares)	299,702	139,544	131,214
Shares granted (in shares)	193,262	385,010	260,852
Shares vested (in shares)	(74,222)	(224,852)	(250,542)
Closing balance (in shares)	418,742	299,702	139,544
Weighted Average Grant Date Fair Value Per Share
Beginning balance (usd per share)	$ 42.78	$ 38.89	$ 31.84
Shares granted (usd per share)	55.51	43.01	38.13
Shares forfeited (usd per share)			40.27
Shares vested (usd per share)	43.72	40.74	34.40
Beginning balance (usd per share)	$ 48.32	$ 42.78	$ 38.89

Equity Incentive Awards

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

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

50% are performance-based awards, vesting in equal installments over a three-year period on January 31, 2020, January 29, 2021, and January 31, 2022, 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 20,402 shares of restricted stock awarded in 2019 subject to 2019 performance goals have a grant date fair value of $1.1 million.

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	131,214		$31.84
Shares granted	260,852		$38.13
Shares forfeited	(1,980	)	$40.27
Shares vested	(250,542	)	$34.40
Balance at December 31, 2017	139,544		$38.89
Shares granted	385,010		$43.01
Shares vested	(224,852	)	$40.74
Balance at December 31, 2018	299,702		$42.78
Shares granted	193,262		$55.51
Shares vested	(74,222	)	$43.72
Balance at December 31, 2019	418,742		$48.32

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	2.5%	2.4%
Risk-free interest rate	2.8%	1.9%
Expected Life	5.6 years	5.5 years
Expected Volatility	16.7%	17.8%
Weighted Average Grant Date Fair Value Per Share	$6.48	$5.50

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	866,300		$10.72	1.7	$22.0
Options issued	13,860		$40.58
Options exercised	(440,000	)	$11.02		$14.5
Balance at December 31, 2017	440,160		$11.36	1.6	$14.6
Options issued	12,540		$44.83
Options exercised	(405,600	)	$9.43		$16.9
Balance at December 31, 2018	47,100		$36.95	7.3	$0.5
Options exercised	(5,600	)	$9.43		$0.2
Balance at December 31, 2019	41,500		$40.65	7.3	$1.2
Exercisable at December 31, 2019	37,782		$40.24	7.2	$1.1

Cash proceeds received from stock options exercised during the years ended 2019 and 2018 and 2017 were $0.1 million,$3.8 million and $4.9 million respectively.

Borrowing Arrangements - Mortgage Note Payable and Activity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($) property	Dec. 31, 2018 USD ($) credit_facility loan property	Dec. 31, 2017 USD ($) loan property	Jan. 23, 2019 property
Debt Instrument
Mortgage notes payable, net	$ 2,049,509	$ 2,149,726
Weighted average interest rate (in percentage)	4.50%	4.70%
Stated interest rate (in percentage)			4.07%
Number of pledged properties \| property	116	118	5
Pledged assets, not separately reported	$ 2,524,700	$ 2,509,500
Mortgage premium transferred	$ 600
Repayments of debt		196,800	$ 227,500
Number of loans repaid \| loan			15
Payments of debt extinguishment costs		$ 1,900	$ 2,700
Proceeds from loans			$ 146,000
Debt instrument, term (in years)			20 years
Number of loans \| loan		1	3
Number of loans repaid, at maturity \| loan		1	2
Prepayment penalty, weighted average interest rate (in percentage)		6.29%	5.93%
Serendipity
Debt Instrument
Weighted average interest rate (in percentage)		4.80%
Pledged assets, not separately reported		$ 18,000
Proceeds from loans		8,800
Debt assumed for the purchase of property		$ 9,200
Paradise Park- Largo
Debt Instrument
Stated interest rate (in percentage)			4.60%
Debt assumed for the purchase of property			$ 5,900
R V Resort
Debt Instrument
Number of pledged properties \| property		2
Number of pledged properties towards loans repaid (property) \| property		1	2
Manufactured homes
Debt Instrument
Number of loans repaid \| loan		16
Number of maturing mortgage loans repaid \| loan		15	13
Number of pledged properties towards loans repaid (property) \| property		15	13
Manufactured Homes in Indiana and Michigan \| Disposed of by Sale, Not Discontinued Operations
Debt Instrument
Number of properties sold (property) \| property				5
Secured Debt
Debt Instrument
Stated interest rate (in percentage)		4.80%
Proceeds from loans		$ 64,000
Debt instrument, term (in years)		20 years
Mortgages \| Prepaid Loans
Debt Instrument
Weighted average interest rate (in percentage)	6.90%
Repayments of debt	$ 66,800
Payments of debt extinguishment costs	$ 1,400
Mortgages \| 2019 Asset Acquisitions
Debt Instrument
Weighted average interest rate (in percentage)	5.40%
Liabilities incurred	$ 18,600
Mortgage premium transferred	$ 600
Mortgages \| Disposed of by Sale, Not Discontinued Operations
Debt Instrument
Weighted average interest rate (in percentage)	5.00%
Defeasance of debt	$ 11,200
Mortgages \| Manufactured Homes in Indiana and Michigan \| Disposed of by Sale, Not Discontinued Operations
Debt Instrument
Number of properties sold (property) \| property	5
Line of Credit
Debt Instrument
Weighted average interest rate (in percentage)		4.20%
Stated interest rate (in percentage)			3.97%
Number of credit facilities \| credit_facility		2
Proceeds from loans		$ 357,800	$ 204,400
Debt instrument, term (in years)		14 years 9 months 18 days	20 years
Minimum \| Secured Debt
Debt Instrument
Stated interest rate (in percentage)	3.50%
Maximum \| Secured Debt
Debt Instrument
Stated interest rate (in percentage)	8.90%

Summary of significant accounting (Tables)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Property, Plant and Equipment

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		5
In-place leases		Expected term
Above and below-market leases		Applicable lease term

Schedule of Accounts, Notes, Loans and Financing Receivable

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	$	5,230		$	5,545		$	5,378
Provision for losses	3,929			4,154			4,181
Write-offs	(2,573		)	(4,469		)	(4,014		)
Balance, end of year	$	6,586		$	5,230		$	5,545

Tax Treatment Of Dividends And Distributions Table

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	$	1.241	$	1.069	$	0.829
Long-term capital gains	—		—		0.359
Non-dividend distributions	—		—		—
Distributions declared per common stock outstanding	$	1.241	$	1.069	$	1.188

Leases

12 Months Ended

Dec. 31, 2019

Leases, Operating [Abstract]

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	$	77,031
2021	77,457
2022	47,978
2023	20,001
2024	20,024
Thereafter	78,836
Total	$	321,327

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.

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	$	5,727	$	5,537	$	5,248
Office and other leases	2,869		2,114		2,135
Variable lease cost:
Ground leases	639		599		562
Office and other leases	72		39		10
Total lease cost	$	9,307	$	8,289	$	7,955

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	$	1,949		$	3,095		$	5,044
2021	1,949			2,469			4,418
2022	1,479			782			2,261
2023	534			552			1,086
2024	534			368			902
Thereafter	4,984			432			5,416
Total undiscounted rental payments	11,429			7,698			19,127
Less imputed interest	(2,399		)	(569		)	(2,968		)
Total lease liabilities	$	9,030		$	7,129		$	16,159

ROU assets and lease liabilities from our operating leases included within other assets, net and accounts payable and other liabilities on the Consolidated Balance Sheets were $15.1 million and $16.2 million, respectively, as of December 31, 2019. The weighted average remaining lease term for our operating leases was 7 years and the weighted average incremental borrowing rate was 4.4% at December 31, 2019.

Leases

Lessor



(amounts in thousands)	As of December 31, 2019
2020	$	77,031
2021	77,457
2022	47,978
2023	20,001
2024	20,024
Thereafter	78,836
Total	$	321,327

Lessee

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	$	5,727	$	5,537	$	5,248
Office and other leases	2,869		2,114		2,135
Variable lease cost:
Ground leases	639		599		562
Office and other leases	72		39		10
Total lease cost	$	9,307	$	8,289	$	7,955



(amounts in thousands)	Ground Leases			Office and Other Leases			Total
2020	$	1,949		$	3,095		$	5,044
2021	1,949			2,469			4,418
2022	1,479			782			2,261
2023	534			552			1,086
2024	534			368			902
Thereafter	4,984			432			5,416
Total undiscounted rental payments	11,429			7,698			19,127
Less imputed interest	(2,399		)	(569		)	(2,968		)
Total lease liabilities	$	9,030		$	7,129		$	16,159

Common Stock and Other Equity Related Transactions

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

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	1,010,472		1,722,282		2,760,034
Weighted average price	$	58.71	$	45.73	$	43.73
Total gross proceeds	$	59,319	$	78,755	$	120,698
Commissions paid to sales agents	$	771	$	1,028	$	1,512

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

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



	Years Ended December 31,
	2019		2018		2017
Shares outstanding at January 1,	179,842,036		177,170,320		171,058,772
Common stock issued through the ATM Equity Offering Program and its predecessor	1,010,472		1,722,282		2,760,034
Common stock issued through exchange of OP Units	997,750		176,268		2,671,800
Common stock issued through exercise of options	5,600		405,600		440,000
Common stock issued through restricted stock grants	193,262		385,010		260,852
Common stock forfeitures	—		—		(1,980	)
Common stock issued through ESPP and Dividend Reinvestment Plan	41,589		45,144		50,202
Common stock repurchased and retired	(1,114	)	(62,588	)	(69,360	)
Shares outstanding at December 31,	182,089,595		179,842,036		177,170,320

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
$0.2438	March 31, 2017	March 31, 2017	April 14, 2017
$0.2438	June 30, 2017	June 30, 2017	July 14, 2017
$0.2438	September 30, 2017	September 29, 2017	October 13, 2017
$0.2438	December 31, 2017	December 29, 2017	January 12, 2018
$0.2750	March 31, 2018	March 30, 2018	April 13, 2018
$0.2750	June 30, 2018	June 29, 2018	July 13, 2018
$0.2750	September 30, 2018	September 28, 2018	October 12, 2018
$0.2750	December 31, 2018	December 28, 2018	January 11, 2019
$0.3063	March 31, 2019	March 29, 2019	April 12, 2019
$0.3063	June 30, 2019	June 28, 2019	July 12, 2019
$0.3063	September 30, 2019	September 27, 2019	October 11, 2019
$0.3063	December 31, 2019	December 27, 2019	January 10, 2020

Notes Receivable, Net - Narratives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounts, Notes, Loans and Financing Receivable
Contract receivables	$ 25,200	$ 21,900
Notes receivable, net	$ 37,558	35,041
Contract Receivable
Accounts, Notes, Loans and Financing Receivable
Contract receivable, weighted average rate (in percentage)	16.70%
Loans receivable, amortization term (in years)	4 years 2 months 12 days
Chattel Loans
Accounts, Notes, Loans and Financing Receivable
Loans receivable, amortization term (in years)	12 years
Notes receivable, net	$ 12,300	$ 13,400
Loans receivable, stated interest yield per annum (in percentage)	7.70%

Leases - Narratives (Details) $ in Thousands	12 Months Ended
Leases - Narratives (Details) $ in Thousands	Dec. 31, 2019 USD ($) lease	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Lease Description
Number of non-cancelable operating leases, lessee (leases) \| lease	13
Operating lease payments	$ 9,300	$ 8,300	$ 8,000
Right of use asset	15,100
Operating lease liability	$ 16,159
Weighted average operating lease term	7 years
Operating lease weighted average interest rate (percent)	4.40%
Minimum
Lease Description
Lessor operating lease term	1 year
Maximum
Lease Description
Lessor operating lease term	6 months

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases, Operating [Abstract]

Schedule of Future Minimum Rents Expected to be Received

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	$	77,031
2021	77,457
2022	47,978
2023	20,001
2024	20,024
Thereafter	78,836
Total	$	321,327

Schedule of Quantitative Disclosures for Lessees

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	$	5,727	$	5,537	$	5,248
Office and other leases	2,869		2,114		2,135
Variable lease cost:
Ground leases	639		599		562
Office and other leases	72		39		10
Total lease cost	$	9,307	$	8,289	$	7,955

Summary of Minimum Future Operating Lease Payments



(amounts in thousands)	Ground Leases			Office and Other Leases			Total
2020	$	1,949		$	3,095		$	5,044
2021	1,949			2,469			4,418
2022	1,479			782			2,261
2023	534			552			1,086
2024	534			368			902
Thereafter	4,984			432			5,416
Total undiscounted rental payments	11,429			7,698			19,127
Less imputed interest	(2,399		)	(569		)	(2,968		)
Total lease liabilities	$	9,030		$	7,129		$	16,159

Investment in Unconsolidated Joint Ventures - Summary of Unconsolidated Investments (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($) site	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Schedule of Equity Method Investments
Number of Sites \| site	5,942
Investment in unconsolidated joint ventures	$ 20,074	$ 57,755
Equity in income of unconsolidated joint ventures	$ 8,755	4,939	$ 3,765
Meadows Investments \| Various
Schedule of Equity Method Investments
Number of Sites \| site	1,077
Economic Interest (in percentage)	50.00%
Investment in unconsolidated joint ventures	$ 146	346
Equity in income of unconsolidated joint ventures	$ 1,400	1,839	2,197
Lakeshore Investments \| Florida
Schedule of Equity Method Investments
Number of Sites \| site	721
Economic Interest (in percentage)	65.00%
Investment in unconsolidated joint ventures	$ 2,467	2,263
Equity in income of unconsolidated joint ventures	$ 263	22	115
Voyager Investments \| Arizona
Schedule of Equity Method Investments
Number of Sites \| site	1,801
Economic Interest (in percentage)	50.00%
Investment in unconsolidated joint ventures	$ 599	3,135
Equity in income of unconsolidated joint ventures	$ 2,951	995	891
Loggerhead \| Florida
Schedule of Equity Method Investments
Number of Sites \| site	2,343
Economic Interest (in percentage)	0.00%
Investment in unconsolidated joint ventures	$ 0	35,789
Equity in income of unconsolidated joint ventures	$ 3,501	1,486	230
ECHO Financing \| Various
Schedule of Equity Method Investments
Number of Sites \| site	0
Economic Interest (in percentage)	50.00%
Investment in unconsolidated joint ventures	$ 16,862	16,222
Equity in income of unconsolidated joint ventures	$ 640	$ 597	$ 332

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

Certain prior period amounts have been reclassified on the consolidated financial statements to conform with current year presentation.

Use of Estimates

Investment in Real Estate

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		5
In-place leases		Expected term
Above and below-market leases		Applicable lease term

Acquisitions

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.

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.

Intangible and Goodwill

Intangibles and Goodwill

Assets Held for Sale

Restricted Cash

Fair Value of Financial Instruments

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Deferred Financing Costs, Net

Revenue Recognition

Stock Based Compensation

Non-Controlling Interests

Income Taxes

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

For more disclosure on the adoption of the new lease accounting standard, see Note 3. Leases.


(p)	New Accounting Pronouncements

Receivables

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.

In certain cases, we purchase loans made by an unaffiliated lender to finance the sales of homes to our customers at our Properties (referred to as "Chattel Loans"). These loans are secured by the underlying homes sold and require monthly principal and interest payments.

Derivatives

Cash Flow Hedges of Interest Rate Risk

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash Flows From Operating Activities:
Consolidated net income	$ 295,922	$ 226,386	$ 210,377
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Gain on sale of real estate, net	(52,507)	0	0
Early debt retirement	1,491	1,071	2,785
Depreciation and amortization	153,980	138,688	124,951
Amortization of loan costs	3,479	3,564	3,546
Debt premium amortization	(483)	(2,259)	(2,211)
Equity in income of unconsolidated joint ventures	(8,755)	(4,939)	(3,765)
Distributions of income from unconsolidated joint ventures	5,133	4,122	3,003
Proceeds from insurance claims, net	(3,530)	(8,525)	(2,722)
Compensation expense related to restricted stock and stock options	10,481	9,995	9,352
Revenue recognized from membership upgrade sales upfront payments	(8,660)	(7,811)	(10,020)
Commission expense recognized related to membership sales	3,667	3,609	4,509
Long-term incentive plan compensation	(2,843)	1,176	1,347
Changes in assets and liabilities:
Notes receivable, net	(2,836)	(247)	(1,510)
Deferred commission expense	(4,508)	(4,274)	(4,577)
Other assets, net	11,621	26,898	31,056
Accounts payable and other liabilities	15,578	9,615	(4,735)
Deferred revenue	10,451	7,380
Rents and other customer payments received in advance and security deposits	6,635	1,701	2,354
Net cash provided by operating activities	443,520	414,084	377,987
Cash Flows From Investing Activities:
Real estate acquisitions, net	185,411	234,108	136,552
Proceeds from disposition of properties, net	77,746	0	0
Investment in unconsolidated joint ventures	(983)	(4,497)	(33,345)
Distributions of capital from unconsolidated joint ventures	6,352	396	789
Proceeds from insurance claims	8,200	7,943	3,626
Repayments of notes receivable	0	13,823	0
Issuance of notes receivable	0	0	(13,823)
Capital improvements	(257,993)	(181,622)	(126,050)
Net cash used in investing activities	(352,089)	(398,065)	(305,355)
Cash Flows From Financing Activities:
Proceeds from stock options and employee stock purchase plan	2,482	5,813	6,911
Gross proceeds from the issuance of common stock	59,319	78,755	120,698
Distributions:
Common Stockholders	(216,098)	(190,211)	(163,770)
Common OP Unitholders	(13,104)	(12,411)	(11,631)
Preferred Stockholders	(16)	(16)	(6,928)
Share based award tax withholding payments	(53)	(2,958)	(3,087)
Principal payments and mortgage debt repayment	(121,028)	(245,335)	(270,530)
Mortgage notes payable financing proceeds	0	421,774	350,369
Line of Credit payoff	(155,500)	(284,000)	(101,000)
Line of Credit proceeds	315,500	254,000	131,000
Debt issuance and defeasance costs	(1,700)	(6,436)	(12,567)
Redemption of preferred stock	0	0	(136,314)
Other	(1,347)	(1,651)	(1,947)
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)
Cash and restricted cash, beginning of period	68,974	35,631	61,795
Cash and restricted cash, end of period	28,860	68,974	35,631
Supplemental information:
Cash paid for interest	102,027	102,377	102,570
Net investment in real estate – reclassification of rental homes	28,260	30,799	30,732
Other assets, net – reclassification of rental homes	(28,260)	(30,799)	(30,732)
Real estate acquisitions:
Investment in real estate	(249,197)	(265,129)	(142,255)
Investment in unconsolidated joint ventures	35,789	0	0
Other assets, net	(1,646)	(59)	(229)
Debt assumed	19,212	9,200	5,900
Debt financed	0	8,786	0
Other liabilities	10,431	13,094	32
Real estate acquisitions, net	(185,411)	(234,108)	(136,552)
Real estate dispositions:
Investment in real estate	35,572	0	0
Notes receivable, net	295	0	0
Other assets, net	97	0	0
Mortgage notes payable, net	(11,175)	0	0
Other liabilities	450	0	0
Gain on sale of real estate, net	52,507	0	0
Real estate dispositions, net	77,746	0	0
Deferred revenue – upfront payments from membership upgrade sales
Changes in assets and liabilities:
Deferred revenue	19,111	15,191	14,132
Deferred revenue – annual membership subscriptions
Changes in assets and liabilities:
Deferred revenue	$ 544	$ 123	$ 115

Organization (Detail) - shares	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Organization
Units of partnership interest (in shares)	10,491,222	11,491,932	11,668,200
Operating Partnership
Organization
Ownership interest (percent)	94.60%

Investment in Real Estate (Tables)

12 Months Ended

Dec. 31, 2019

Real Estate [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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	$	116,575	$	171,111	$	82,539
Buildings and other depreciable property	125,721		84,019		55,903
Manufactured homes ^(b)	1,382		140		840
In-place leases ^(b)	5,519		9,859		2,973
Net investment in real estate	$	249,197	$	265,129	$	142,255
Other assets	1,646		59		229
Total assets acquired	$	250,843	$	265,188	$	142,484
Liabilities assumed
Mortgage notes payable	$	19,212	$	9,200	$	5,900
Below-market lease liability ^(c)	—		10,645		—
Other liabilities	10,431		2,449		32
Total liabilities assumed	$	29,643	$	22,294	$	5,932
Net assets acquired	$	221,200	$	242,894	$	136,552

_____________________

(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.

Summary of Significant Accounting Policies - Property Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2019
Furniture, Fixture and Equipment
Property, Plant and Equipment
Useful Lives (in years)	5 years
Minimum \| Land and Building Improvements
Property, Plant and Equipment
Useful Lives (in years)	10 years
Minimum \| Manufactured Homes
Property, Plant and Equipment
Useful Lives (in years)	10 years
Maximum \| Land and Building Improvements
Property, Plant and Equipment
Useful Lives (in years)	30 years
Maximum \| Manufactured Homes
Property, Plant and Equipment
Useful Lives (in years)	25 years

Quarterly Financial Data (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Quarterly Financial Information Disclosure [Abstract]
Total revenues	$ 258,640	$ 271,160	$ 248,366	$ 259,090	$ 243,451	$ 256,675	$ 240,502	$ 246,025	$ 1,037,256	$ 986,653	$ 925,312
Consolidated net income	58,126	68,176	49,085	120,535	53,380	59,660	49,169	64,177
Net income available to Common Stockholders—Basic (shares)	$ 54,952	$ 64,461	$ 46,401	$ 113,309	$ 50,166	$ 56,070	$ 46,137	$ 60,222	$ 279,123	$ 212,596	$ 189,904
Weighted average Common Shares outstanding – Basic (shares)	181,664	181,649	180,312	179,560	179,140	178,400	177,098	177,048	180,805	177,928	173,994
Weighted average Common Shares outstanding—Diluted (shares)	192,458	192,400	191,860	191,248	191,154	190,526	189,246	189,154	191,995	190,110	186,850
Net income per Common Share outstanding—Basic (usd per share)	$ 0.30	$ 0.35	$ 0.26	$ 0.63	$ 0.28	$ 0.31	$ 0.26	$ 0.34	$ 1.54	$ 1.19	$ 1.09
Net income per Common Share outstanding—Diluted (usd per share)	$ 0.30	$ 0.35	$ 0.26	$ 0.63	$ 0.28	$ 0.31	$ 0.26	$ 0.34	$ 1.54	$ 1.19	$ 1.08

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Derivative Instruments and Hedging Activities - Narratives (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2017
Derivative
Derivative instrument amount expected to be transferred in the next 12 months	$ 400,000
Interest Rate Swap
Derivative
Notional amount of derivative		$ 200,000,000.0
Derivative fixed interest rate ( in percentage)		1.85%
Derivative, contract term (years)		3 years
Derivative interest rate at period end (in percentage)	3.05%
Interest Rate Swap \| LIBOR
Derivative
Basis spread on variable rate (in percentage)	1.20%

Deferred Revenue of Membership Upgrade Sales and Deferred Commission Expense (Tables)

12 Months Ended

Dec. 31, 2019

Revenue from Contract with Customer [Abstract]

Deferred Revenue, by Arrangement, Disclosure

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,	$	116,363		$	85,596
Cumulative effect of change in accounting principle ⁽¹⁾	—			23,387
Deferred revenue - upfront payments from membership subscriptions as of January 1,	116,363			108,983
Membership upgrade sales current period, gross	19,111			15,191
Revenue recognized from membership upgrade sales upfront payments	(8,660		)	(7,811		)
Net increase in deferred revenue - upfront payments from membership grade sales	10,451			7,380
Deferred revenue - upfront payments from membership upgrade sales as of December 31,	$	126,814		$	116,363

Deferred commission expense as of December 31	$	40,308		$	31,443
Cumulative effect of change in accounting principle ⁽¹⁾	—			8,200
Deferred commission expense as of January 1,	40,308			39,643
Deferred commission expense	4,508			4,274
Commission expense recognized	(3,667		)	(3,609		)
Net increase in deferred commission expense	841			665
Deferred commission expense as of December 31,	$	41,149		$	40,308

_____________________

⁽¹⁾

The cumulative effect adjustments resulting from the adoption of ASU 2014-09 as of January 1, 2018.

Common Stock and Other Equity Related Transactions - Narratives (Details)			12 Months Ended
	Oct. 15, 2019	May 10, 2016 USD ($)	Dec. 31, 2019 $ / shares shares	Dec. 31, 2018 $ / shares shares	Dec. 31, 2017 $ / shares shares	Apr. 30, 2019 shares	Apr. 29, 2019 shares	Oct. 26, 2018 USD ($) $ / shares
Class of Stock
Common stock, shares authorized (shares)			400,000,000	200,000,000		400,000,000	200,000,000
Stock split ratio	2
Par or stated value per share (usd per share) \| $ / shares			$ 0.01	$ 0.01
ESPP, purchase price discount (in percentage)		85.00%
ESPP, issued during the period (in shares)			40,934	44,142	49,430
ESPP, shares remaining for distribution (shares)			774,579
Units of partnership interest (in shares)			10,491,222	11,491,932	11,668,200
Share based payment award repurchased shares for taxes (usd per share) \| $ / shares			$ 47.48	$ 48.12	$ 44.51
Percentage of ownership interests (in percentage)			94.60%	94.00%	93.80%
Ownership percentage by noncontrolling owners (in percentage)			5.40%	6.00%	6.20%
Maximum
Class of Stock
ESPP authorized amount \| $		$ 250,000
Private Placement
Class of Stock
Par or stated value per share (usd per share) \| $ / shares								$ 0.01
Aggregate offering price \| $								$ 200,000,000.0
Shares available for issuance (shares)			140,700,000

Borrowing Arrangements - Fair Value of Mortgage Debt (Details) - Fair Value, Inputs, Level 2 - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair Value
Debt Instrument
Long-term Debt, Fair Value	$ 2,227,185	$ 2,164,563
Carrying Value
Debt Instrument
Long-term Debt, Fair Value	$ 2,072,416	$ 2,174,715

Earnings Per Common Share

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

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	$	279,123	$	212,596	$	189,904
Amounts allocated to dilutive securities	16,783		13,774		12,788
Net income available to Common Stockholders—Fully Diluted	$	295,906	$	226,370	$	202,692
Denominator:
Weighted average Common Shares outstanding—Basic	180,805		177,928		173,994
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares	10,934		11,586		12,066
Stock options and restricted stock	256		596		790
Weighted average Common Shares outstanding—Fully Diluted	191,995		190,110		186,850


Earnings per Common Share—Basic:	$	1.54	$	1.19	$	1.09

Earnings per Common Share—Fully Diluted:	$	1.54	$	1.19	$	1.08

Equity Incentive Awards (Tables)

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Summary of Restricted Stock Activities and Related Information

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	131,214		$31.84
Shares granted	260,852		$38.13
Shares forfeited	(1,980	)	$40.27
Shares vested	(250,542	)	$34.40
Balance at December 31, 2017	139,544		$38.89
Shares granted	385,010		$43.01
Shares vested	(224,852	)	$40.74
Balance at December 31, 2018	299,702		$42.78
Shares granted	193,262		$55.51
Shares vested	(74,222	)	$43.72
Balance at December 31, 2019	418,742		$48.32

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions



	2018	2017
Dividend Yield	2.5%	2.4%
Risk-free interest rate	2.8%	1.9%
Expected Life	5.6 years	5.5 years
Expected Volatility	16.7%	17.8%
Weighted Average Grant Date Fair Value Per Share	$6.48	$5.50

Summary of Stock Option Activity

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	866,300		$10.72	1.7	$22.0
Options issued	13,860		$40.58
Options exercised	(440,000	)	$11.02		$14.5
Balance at December 31, 2017	440,160		$11.36	1.6	$14.6
Options issued	12,540		$44.83
Options exercised	(405,600	)	$9.43		$16.9
Balance at December 31, 2018	47,100		$36.95	7.3	$0.5
Options exercised	(5,600	)	$9.43		$0.2
Balance at December 31, 2019	41,500		$40.65	7.3	$1.2
Exercisable at December 31, 2019	37,782		$40.24	7.2	$1.1

Transactions with Related Parties - Narratives (Details) - Two North Riverside Plaza Joint Venture Limited Partnership - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Related Party Transaction
Operating lease rent expense	$ 1.7
Operating lease rent expense, before adoption		$ 1.4	$ 1.4

Borrowing Arrangements - Maturities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Long-term Debt, Fiscal Year Maturity
2020	$ 102,942
2021	218,780
2022	187,653
2023	341,796
2024	60,856
Thereafter	1,359,279
Net unamortized premiums	1,110
Unamortized deferred financing costs	(23,958)
Total	$ 2,248,458

Earnings Per Common Share (Tables)

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share

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	$	279,123	$	212,596	$	189,904
Amounts allocated to dilutive securities	16,783		13,774		12,788
Net income available to Common Stockholders—Fully Diluted	$	295,906	$	226,370	$	202,692
Denominator:
Weighted average Common Shares outstanding—Basic	180,805		177,928		173,994
Effect of dilutive securities:
Exchange of Common OP Units for Common Shares	10,934		11,586		12,066
Stock options and restricted stock	256		596		790
Weighted average Common Shares outstanding—Fully Diluted	191,995		190,110		186,850


Earnings per Common Share—Basic:	$	1.54	$	1.19	$	1.09

Earnings per Common Share—Fully Diluted:	$	1.54	$	1.19	$	1.08

Investment in Real Estate

12 Months Ended

Dec. 31, 2019

Real Estate [Abstract]

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”).

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	$	116,575	$	171,111	$	82,539
Buildings and other depreciable property	125,721		84,019		55,903
Manufactured homes ^(b)	1,382		140		840
In-place leases ^(b)	5,519		9,859		2,973
Net investment in real estate	$	249,197	$	265,129	$	142,255
Other assets	1,646		59		229
Total assets acquired	$	250,843	$	265,188	$	142,484
Liabilities assumed
Mortgage notes payable	$	19,212	$	9,200	$	5,900
Below-market lease liability ^(c)	—		10,645		—
Other liabilities	10,431		2,449		32
Total liabilities assumed	$	29,643	$	22,294	$	5,932
Net assets acquired	$	221,200	$	242,894	$	136,552

_____________________

(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.

Summary of Significant Accounting Policies - Account Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Accounts Receivable, Allowance for Credit Loss
Balance, beginning of year	$ 5,230	$ 5,545	$ 5,378
Provision for losses	3,929	4,154	4,181
Write-offs	(2,573)	(4,469)	(4,014)
Balance, end of year	$ 6,586	$ 5,230	$ 5,545

Savings Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Retirement Benefits [Abstract]
Employees eligible compensation deferral for 401(k) Plan	60.00%
401(k) Plan, employer matching percentage for the first 3% of participants' contribution	100.00%
401(k) Plan, employer matching percentage for the second 20% of participants' contribution	3.00%
401(k) Plan, employer matching percentage for the second 2% of participants' contribution	50.00%
401(k) Plan, employer matching percentage for the next 50% of participants' contribution	2.00%
Employer 401 K matching contribution to employee maximum	4.00%
Contribution to the 401k Plan	$ 1.9	$ 1.7	$ 1.5

Equity Incentive Awards - Assumptions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Share-based Payment Arrangement [Abstract]
Dividend Yield (in percentage)	2.50%	2.40%
Risk-free interest rate (in percentage)	2.80%	1.90%
Expected Life (in years)	5 years 7 months 6 days	5 years 6 months
Expected Volatility (in percentage)	16.70%	17.80%
Weighted Average Grant Date Fair Value Per Share	$ 6.48	$ 5.50