e10vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2006
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 1-11718
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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36-3857664 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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Two North Riverside Plaza, Suite 800, Chicago, Illinois
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60606 |
(Address of principal executive offices)
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(Zip Code) |
(312) 279-1400
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $.01 Par Value
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New York Stock Exchange |
(Title of Class)
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(Name of exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes þ No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer,
or a non- accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The aggregate market value of voting stock held by non-affiliates was approximately $939.9 million
as of June 30, 2006 based upon the closing price of $43.83 on such date using beneficial ownership
of stock rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude
voting stock owned by Directors and Officers, some of whom may not be held to be affiliates upon
judicial determination.
At February 26, 2007, 24,065,473 shares of the Registrants common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III incorporates by reference the Registrants Proxy Statement relating to the Annual Meeting
of Stockholders to be held on May 15, 2007.
Equity LifeStyle Properties, Inc.
TABLE OF CONTENTS
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PART I
Item 1. Business
Equity LifeStyle Properties, Inc.
General
Equity LifeStyle Properties, Inc., a Maryland corporation, together with MHC Operating Limited
Partnership (the Operating Partnership) and other consolidated subsidiaries (Subsidiaries), is
referred to herein as the Company, ELS, we, us, and our. The Company is a fully
integrated owner and operator of lifestyle-oriented properties (Properties). The Company leases
individual developed areas (sites) with access to utilities for placement of factory built homes,
cottages, cabins or recreational vehicles (RVs). The Company was formed in December 1992 to
continue the property operations, business objectives and acquisition strategies of an entity that
had owned and operated Properties since 1969. As of December 31, 2006, we owned or had an
ownership interest in a portfolio of 311 Properties located throughout the United States and Canada
containing 112,956 residential sites. These Properties are located in 30 states and British
Columbia (with the number of Properties in each state or province shown parenthetically) Florida
(87), California (47), Arizona (35), Texas (15), Pennsylvania (13), Washington (13), Colorado (10),
Oregon (9), North Carolina (8), Virginia (8), Delaware (7), Maine (6), Nevada (6), Wisconsin (6),
Indiana (5), New York (5), Illinois (4), Massachusetts (4), New Jersey (4), Michigan (3), South
Carolina (3), Ohio (2), Tennessee (2), Utah (2), Alabama (1), Iowa (1), Kentucky (1), Montana (1),
New Hampshire (1), New Mexico (1), and British Columbia (1).
Properties are designed and improved for several home options of various sizes and designs
that are produced off-site, installed and set on designated sites (Site Set) within the
Properties. These homes can range from 400 to over 2,000 square feet. The smallest of these are
referred to as Resort Cottages. Properties may also have sites that can accommodate a variety of
RVs. Properties generally contain centralized entrances, internal road systems and designated
sites. In addition, Properties often provide a clubhouse for social activities and recreation and
other amenities, which may include restaurants, swimming pools, golf courses, lawn bowling,
shuffleboard courts, tennis courts, laundry facilities and cable television service. In some
cases, utilities are provided or arranged for by us; otherwise, the customer contracts for the
utility directly. Some Properties provide water and sewer service through municipal or regulated
utilities, while others provide these services to customers from on-site facilities. Properties
generally are designed to attract retirees, empty-nesters, vacationers and second home owners;
however, certain of the Properties focus on affordable housing for families. We focus on owning
properties in or near large metropolitan markets and retirement and vacation destinations.
Employees and Organizational Structure
We have approximately 1,400 full-time, part-time and seasonal employees dedicated to carrying
out our operating philosophy and strategies of value enhancement and service to our customers. The
operations of each Property are coordinated by an on-site team of employees that typically includes
a manager, clerical and maintenance workers, each of whom works to provide maintenance and care of
the Properties. Direct supervision of on-site management is the responsibility of our regional
vice presidents and regional and district managers. These individuals have significant experience
in addressing the needs of customers and in finding or creating innovative approaches to maximize
value and increase cash flow from property operations. Complementing this field management staff
are approximately 95 full-time corporate employees who assist on-site management in all property
functions.
Formation of the Company
The operations of the Company are conducted primarily through the Operating Partnership. The
Company contributed the proceeds from its initial public offering and subsequent offerings to the
Operating Partnership for a general partnership interest. In 2004, the general partnership
interest was contributed to MHC Trust (see Note 4 of the Notes to Consolidated Financial Statements
contained in this Form 10-K). The financial results of the Operating Partnership and the
Subsidiaries are consolidated in the Companys consolidated financial statements. In addition,
since certain activities, if performed by the Company, may not be qualifying REIT activities under
the Internal Revenue Code of 1986, as amended (the Code), the Company has formed taxable REIT
subsidiaries as defined in the Code to engage in such activities.
Several Properties are wholly owned by taxable REIT subsidiaries of the Company. In addition,
Realty Systems, Inc. (RSI) is a wholly owned taxable REIT subsidiary of the Company that is
engaged in the business of purchasing and selling site set homes that are located in Properties
owned and managed by the Company. RSI also provides brokerage services to residents at such
Properties for those residents who move from a Property but do not relocate their homes. RSI may
provide brokerage services, in competition with other local brokers, by seeking buyers for the site
set homes. RSI also
leases inventory homes to prospective residents with the expectation that the tenant
eventually will purchase the home. Subsidiaries
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of RSI also lease from the Operating Partnership
certain real property within or adjacent to certain Properties consisting of golf courses, pro
shops, stores and restaurants.
Business Objectives and Operating Strategies
Our strategy seeks to maximize both current income and long-term growth in income. We focus
on Properties that have strong cash flow and we expect to hold such Properties for long-term
investment and capital appreciation. In determining cash flow potential, we evaluate our ability
to attract and retain high quality customers in our Properties who take pride in the Property and
in their home. These business objectives and their implementation are determined by our Board of
Directors and may be changed at any time. Our investment, operating and financing approach
includes:
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Providing consistently high levels of services and amenities in attractive surroundings
to foster a strong sense of community and pride of home ownership; |
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Efficiently managing the Properties to increase operating margins by controlling
expenses, increasing occupancy and maintaining competitive market rents; |
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Increasing income and property values by continuing the strategic expansion and, where
appropriate, renovation of the Properties; |
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Utilizing management information systems to evaluate potential acquisitions, identify
and track competing properties and monitor customer satisfaction; |
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Selectively acquiring Properties that have potential for long-term cash flow growth and
to create property concentrations in and around major metropolitan areas and retirement or
vacation destinations to capitalize on operating synergies and incremental efficiencies;
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Managing our debt balances such that we maintain financial flexibility, minimize
exposure to interest rate fluctuations, and maintain an appropriate degree of leverage to
maximize return on capital. |
Our strategy is to own and operate the highest quality properties in sought-after locations
near urban areas, retirement and vacation destinations across the United States. We focus on
creating an attractive residential environment by providing a well-maintained, comfortable Property
with a variety of organized recreational and social activities and superior amenities as well as
offering a multitude of lifestyle housing choices. In addition, we regularly conduct evaluations
of the cost of housing in the marketplaces in which our Properties are located and survey rental
rates of competing properties. From time to time we also conduct satisfaction surveys of our
customers to determine the factors they consider most important in choosing a property. We improve
site utilization and efficiency by tracking types of customers and usage patterns and marketing to
those specific customer groups.
Acquisitions and Dispositions
Over the last decade our portfolio of Properties has grown significantly from owning or having
an interest in 69 Properties with over 27,000 sites to owning or having an interest in 311
Properties with over 112,000 sites. We continually review the Properties in our portfolio to
ensure that they fit our business objectives. Over the last five years we sold 28 Properties, and
we redeployed capital to markets we believe have greater long-term potential. In that same time
period we acquired 189 Properties located in high growth areas such as Florida, Arizona and
California. We believe that opportunities for property acquisitions are still available.
Increasing acceptability of and demand for a lifestyle that includes Site Set homes and RVs as well
as continued constraints on development of new properties continue to add to their attractiveness
as an investment. We believe we have a competitive advantage in the acquisition of additional
properties due to our experienced management, significant presence in major real estate markets and
substantial capital resources. We are actively seeking to acquire additional properties and are
engaged in various stages of negotiations relating to the possible acquisition of a number of
properties.
We anticipate that new acquisitions will generally be located in the United States, although
we may consider other geographic locations provided they meet our acquisition criteria. We utilize
market information systems to identify and evaluate acquisition opportunities, including a market
database to review the primary economic indicators of the various locations in which we expect to
expand our operations. Acquisitions will be financed from the most appropriate sources of capital,
which may include undistributed funds from operations, issuance of additional equity securities,
sales of investments, collateralized and uncollateralized borrowings and issuance of debt
securities. In addition, the Company may acquire properties in transactions that include the
issuance of limited partnership interests in the Operating Partnership
(Units) as consideration for the acquired properties. We believe that an ownership structure
that includes the Operating Partnership will permit us to acquire additional properties in
transactions that may defer all or a portion of the sellers tax consequences.
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When evaluating potential acquisitions, we consider such factors as:
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The replacement cost of the property including land values, entitlements and zoning, |
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The geographic area and type of the property, |
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The location, construction quality, condition and design of the property, |
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The current and projected cash flow of the property and the ability to increase cash flow, |
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The potential for capital appreciation of the property, |
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The terms of tenant leases or usage rights, including the potential for rent increases, |
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The potential for economic growth and the tax and regulatory environment of the
community in which the property is located, |
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The potential for expansion of the physical layout of the property and the number of
sites, |
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The occupancy and demand by customers for properties of a similar type in the vicinity
and the customers profile, |
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The prospects for liquidity through sale, financing or refinancing of the property, and |
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The competition from existing properties and the potential for the construction of new properties in the area. |
When evaluating potential dispositions, we consider such factors as:
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The ability to sell the Property at a price that we believe will provide an appropriate return for our stockholders, |
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Our desire to exit certain non-core markets and recycle the capital into core markets, and |
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Whether the Property meets our current investment criteria. |
When investing capital we consider all potential uses of the capital including returning
capital to our stockholders. As a result, during 1999 and 2000 we implemented a stock repurchase
program, and our Board of Directors continues to review the conditions under which we will
repurchase our stock. These conditions include, but are not limited to, market price, balance
sheet flexibility, other opportunities and capital requirements. On January 16, 2004, we paid a
special dividend of $8.00 per share using proceeds from a recapitalization.
Property Expansions
Several of our Properties have available land for expanding the number of sites available to
be utilized by our customers. Development of these sites (Expansion Sites) is evaluated based on
the following: local market conditions; ability to subdivide; accessibility through the Property or
externally; infrastructure needs including utility needs and access as well as additional common
area amenities; zoning and entitlement; costs; topography; and ability to market new sites. When
justified, development of Expansion Sites allows us to leverage existing facilities and amenities
to increase the income generated from the Properties. Where appropriate, facilities and amenities
may be upgraded or added to certain Properties to make those Properties more attractive in their
markets. Our acquisition philosophy has included the desire to own Properties with potential
Expansion Site development. Approximately 77 of our Properties have expansion potential, with
approximately 6,000 acres available for expansion.
Leases or Usage Rights
At our Properties, a typical lease entered into between the owner of a home and the Company
for the rental of a site is for a month-to-month or year-to-year term, renewable upon the consent
of both parties or, in some instances, as provided by statute. These leases are cancelable,
depending on applicable law, for non-payment of rent, violation of Property rules and regulations
or other specified defaults. Non-cancelable long-term leases, with remaining terms ranging up to
ten years, are in effect at certain sites within 27 of the Properties. Some of these leases are
subject to rental rate increases based on the Consumer Price Index (CPI), in some instances
taking into consideration certain floors and ceilings and allowing for pass-throughs of certain
items such as real estate taxes, utility expenses and capital expenditures. Generally, market rate
adjustments are made on an annual basis. At Properties zoned for RV use, long-term customers
typically enter into right to use agreements and many typically prepay for their stay. Many resort
customers will also leave deposits to reserve a site for the following year. Generally these
customers cannot live full time on the Property.
Regulations and Insurance
General. Our Properties are subject to various laws, ordinances and regulations, including
regulations relating to recreational facilities such as swimming pools, clubhouses and other common
areas. We believe that each Property has the necessary permits and approvals to operate.
Rent Control Legislation. At certain of our Properties, state and local rent control laws,
principally in California, limit our ability to increase rents and to recover increases in
operating expenses and the costs of capital improvements. Enactment of such laws has been
considered from time to time in other jurisdictions. We presently expect to continue to maintain
Properties, and
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may purchase additional properties, in markets that are either subject to rent
control or in which rent-limiting legislation exists or may be enacted. For example, Florida has
enacted a law that generally provides that rental increases must be reasonable. Also, certain
jurisdictions in California in which we own Properties limit rent increases to changes in the CPI
or some percentage thereof. As part of our effort to realize the value of our Properties subject
to restrictive regulation, we have initiated lawsuits against several municipalities imposing such
regulation in an attempt to balance the interests of our stockholders with the interests of our
customers (see Item 3 Legal Proceedings).
Insurance. The Properties are covered against fire, flood, property damage, earthquake,
windstorm and business interruption by insurance policies containing various deductible
requirements and coverage limits. Recoverable costs are classified in other assets as incurred.
Insurance proceeds are applied against the asset when received. Recoverable costs relating to
capital items are treated in accordance with the Companys capitalization policy. The book value
of the original capital item is written off once the value of the impaired asset has been
determined. Insurance proceeds relating to the capital costs are recorded as income in the period
they are received.
INDUSTRY
We believe that modern properties similar to ours provide an opportunity for increased cash
flows and appreciation in value. These may be achieved through increases in occupancy rates and
rents, as well as expense controls, expansion of existing Properties and opportunistic
acquisitions, for the following reasons:
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Barriers to Entry: We believe that the supply of new properties in locations targeted by
the Company will be constrained due to barriers to entry. The most significant barrier has
been the difficulty of securing zoning from local authorities. This has been the result of
(i) the publics historically poor perception of manufactured housing, and (ii) the fact
that properties generate less tax revenue because the homes are treated as personal
property (a benefit to the homeowner) rather than real property. Another factor that
creates substantial barriers to entry is the length of time between investment in a
propertys development and the attainment of stabilized occupancy and the generation of
revenues. The initial development of the infrastructure may take up to two or three years.
Once a property is ready for occupancy, it may be difficult to attract customers to an
empty property. Substantial occupancy levels may take several years to achieve. |
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Industry Consolidation: According to various industry reports, there are approximately
65,000 properties in the United States, and approximately 10% or approximately 6,000 of the
properties have more than 200 sites and would be considered investment-grade. We believe
that this relatively high degree of fragmentation provides us, as a national organization
with experienced management and substantial financial resources, the opportunity to
purchase additional properties. |
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Customer Base: We believe that properties tend to achieve and maintain a stable rate of
occupancy due to the following factors: (i) customers typically own their own homes, (ii)
properties tend to foster a sense of community as a result of amenities such as clubhouses
and recreational and social activities, (iii) since moving a Site Set home from one
property to another involves substantial cost and effort, customers often sell their home
in-place (similar to site-built residential housing) with no interruption of rental
payments to us. |
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Lifestyle Choice: According to the Recreational Vehicle Industry Association, nearly 1
in 12 U.S. vehicle-owning households owns an RV. The 80 million people born from 1945 to
1964 or baby boomers make up the fastest growing segment of this market. Every day
11,000 Americans turn 50 according to U.S. Census figures. We believe that this population
segment, seeking an active lifestyle, will provide opportunities for future cash flow
growth for the Company. Current RV owners, once finished with the more active RV lifestyle,
will often seek more permanent retirement or vacation establishments. The Site Set housing
choice has become an increasingly popular housing alternative for retirement, second-home,
and empty-nest living. According to a Fannie Mae survey, the baby-boom generation will
constitute 18% of the U.S. population within the next 30 years and more than 32 million
people will reach age 55 within the next ten years. Among those individuals who are
nearing retirement (age 40 to 54), approximately 33% plan on moving upon retirement. |
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We believe that the housing choices in our Properties are especially attractive to such
individuals throughout this lifestyle cycle. Our Properties offer an appealing amenity
package, close proximity to local services, social
activities, low maintenance and a secure environment. In fact, many of our Properties allow
for this cycle to occur within a single Property. |
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Construction Quality: Since 1976, all factory built housing has been required to meet
stringent federal standards, resulting in significant increases in quality. The Department
of Housing and Urban Developments (HUD) standards for Site Set housing construction
quality are the only federally regulated standards governing housing quality of any type in
the United States. Site Set homes produced since 1976 have received a red and silver
government seal certifying that they were built in compliance with the federal code. The
code regulates Site Set home design and construction, strength and durability, fire
resistance and energy efficiency, and the installation and performance of heating,
plumbing, air conditioning, thermal and electrical systems. In newer homes, top grade
lumber and dry wall materials are common. Also, manufacturers are required to follow the
same fire codes as builders of site-built structures. In addition, although Resort
Cottages do not come under the same regulation, many of the manufacturers of Site Set homes
also produce Resort Cottages with many of the same quality standards. |
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Comparability to Site-Built Homes: The Site Set housing industry has experienced a
trend towards multi-section homes. Many modern Site Set homes are longer (up to 80 feet,
compared to 50 feet in the 1960s) and wider than earlier models. Many such homes have
nine-foot ceilings or vaulted ceilings, fireplaces and as many as four bedrooms, and
closely resemble single-family ranch style site-built homes. |
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Second Home Demographics: According to 2006 National Association of Realtors (NAR)
reports, sales of second homes in 2005 accounted for four out of ten residential
transactions, or 3.34 million second-home sales in 2005. There were approximately 6.8
million vacation homes in 2005. The typical vacation-home buyer is 59 years old and earned
$120,600 in 2005. Approximately 67% of vacation home-owners prefer to be near an ocean,
river or lake; 39% close to recreational or sporting activities; 38% close to vacation or
resort areas; and 31% close to mountains or other natural attractions. In looking ahead,
NAR believes that baby boomers are still in their peak earning years, and the leading edge
of their generation is approaching retirement. As they continue to have the financial
wherewithal to purchase second homes as a vacation property, investment opportunity, or
perhaps as a retirement retreat, those baby boomers will continue to drive the market for
second-homes. We believe it is likely that over the next decade we will continue to see
historically high levels of second home sales. |
Available Information
We file reports electronically with the Securities and Exchange Commission (SEC). The
public may read and copy any materials we file with the SEC at the SECs Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
that contains reports, proxy information and statements, and other information regarding issuers
that file electronically with the SEC at http://www.sec.gov. We maintain an Internet site with
information about the Company and hyperlinks to our filings with the SEC at
http://www.equitylifestyle.com. Requests for copies of our filings with the SEC and other investor
inquiries should be directed to:
Investor Relations Department
Equity LifeStyle Properties, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Phone: 1-800-247-5279
e-mail: investor_relations@mhchomes.com
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Item 1A. Risk Factors
Our Performance and Common Stock Value Are Subject to Risks Associated With the Real Estate
Industry.
Adverse Economic Conditions and Other Factors Could Adversely Affect the Value of Our Properties
and Our Cash Flow. Several factors may adversely affect the economic performance and value of our
Properties. These factors include:
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changes in the national, regional and local economic climate; |
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local conditions such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented
properties in the area, the attractiveness of our Properties to customers, competition from manufactured home
communities and other lifestyle-oriented properties and alternative forms of housing (such as apartment buildings and
site-built single family homes); |
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our ability to collect rent from customers and pay maintenance, insurance and other operating costs (including real
estate taxes), which could increase over time; |
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the failure of our assets to generate income sufficient to pay our expenses, service our debt and maintain our
Properties, which may adversely affect our ability to make expected distributions to our stockholders; |
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our inability to meet mortgage payments on any Property that is mortgaged, in which case the lender could foreclose on
the mortgage and take the Property; |
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interest rate levels and the availability of financing, which may adversely affect our financial condition; and |
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changes in laws and governmental regulations (including rent control laws and regulations governing usage, zoning and
taxes), which may adversely affect our financial condition. |
New Acquisitions May Fail to Perform as Expected and Competition for Acquisitions May Result in
Increased Prices for Properties. We intend to continue to acquire properties. Newly acquired
properties may fail to perform as expected. We may underestimate the costs necessary to bring an
acquired property up to standards established for its intended market position. Difficulties in
integrating acquisitions may prove costly or time-consuming and could divert management attention.
Additionally, we expect that other real estate investors with significant capital will compete with
us for attractive investment opportunities. These competitors include publicly traded REITs,
private REITs and other types of investors. Such competition increases prices for properties. We
expect to acquire properties with cash from secured or unsecured financings, proceeds from
offerings of equity or debt, undistributed funds from operations and sales of investments. We may
not be in a position or have the opportunity in the future to make suitable property acquisitions
on favorable terms.
Because Real Estate Investments Are Illiquid, We May Not be Able to Sell Properties When
Appropriate. Real estate investments generally cannot be sold quickly. We may not be able to vary
our portfolio promptly in response to economic or other conditions, forcing us to accept lower than
market value. This inability to respond promptly to changes in the performance of our investments
could adversely affect our financial condition and ability to service debt and make distributions
to our stockholders.
Some Potential Losses Are Not Covered by Insurance. We carry comprehensive liability, fire,
extended coverage and business interruption insurance on all of our Properties. We believe the
policy specifications and insured limits of these policies are adequate and appropriate. There
are, however, certain types of losses, such as lease and other contract claims, that generally are
not insured. Should an uninsured loss or a loss in excess of insured limits occur, we could lose
all or a portion of the capital we have invested in a Property, as well as the anticipated future
revenue from the Property. In such an event, we might nevertheless remain obligated for any
mortgage debt or other financial obligations related to the Property.
Debt Financing, Financial Covenants and Degree of Leverage Could Adversely Affect Our Economic
Performance.
Scheduled Debt Payments Could Adversely Affect Our Financial Condition. Our business is subject to
risks normally associated with debt financing. The total principal amount of our outstanding
indebtedness was approximately $1.7 billion as of December 31, 2006. Our substantial indebtedness
and the cash flow associated with serving our indebtedness could have important consequences,
including the risks that:
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our cash flow could be insufficient to pay distributions at
expected levels and meet required payments of principal and
interest; |
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we will be required to use a substantial portion of our cash flow
from operations to pay our indebtedness, thereby reducing the
availability of our cash flow to fund the implementation of our
business strategy, acquisitions, capital expenditures and other
general corporate purposes; |
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our debt service obligations could limit our flexibility in
planning for, or reacting to, changes in our business and the
industry in which we operate; |
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we may not be able to refinance existing indebtedness (which in
virtually all cases requires substantial principal payments at
maturity) and, if we can, the terms of such refinancing might not
be as favorable as the terms of existing indebtedness; |
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if principal payments due at maturity cannot be refinanced,
extended or paid with proceeds of other capital transactions, such
as new equity capital, our cash flow will not be sufficient in all
years to repay all maturing debt; and |
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if prevailing interest rates or other factors at the time of
refinancing (such as the possible reluctance of lenders to make
commercial real estate loans) result in higher interest rates,
increased interest expense would adversely affect cash flow and
our ability to service debt and make distributions to
stockholders. |
Financial Covenants Could Adversely Affect Our Financial Condition. If a Property is mortgaged to
secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could
foreclose on the Property, resulting in loss of income and asset value. The mortgages on our
Properties contain customary negative covenants which, among other things, limit our ability,
without the prior consent of the lender, to further mortgage the Property and to discontinue
insurance coverage. In addition, our credit facilities contain certain customary restrictions,
requirements and other limitations on our ability to incur indebtedness, including total debt to
assets ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured
debt. Foreclosure on mortgaged Properties or an inability to refinance existing indebtedness would
likely have a negative impact on our financial condition and results of operations.
Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing. Our debt to market
capitalization ratio (total debt as a percentage of total debt plus the market value of the
outstanding common stock and Units held by parties other than the Company) is approximately 52% as
of December 31, 2006. The degree of leverage could have important consequences to stockholders,
including an adverse effect on our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, development or other general corporate purposes, and
makes us more vulnerable to a downturn in business or the economy generally.
We Depend on Our Subsidiaries Dividends and Distributions.
Substantially all of our assets are indirectly held through the Operating Partnership. As a
result, we have no source of operating cash flow other than from distributions from the Operating
Partnership. Our ability to pay dividends to holders of common stock depends on the Operating
Partnerships ability first to satisfy its obligations to its creditors and make distributions
payable to third party holders of its preferred Units and then to make distributions to MHC Trust
and common Unit holders. Similarly, MHC Trust must satisfy its obligations to its creditors and
preferred shareholders before making common stock distributions to us.
Stockholders Ability to Effect Changes of Control of the Company is Limited.
Provisions of Our Charter and Bylaws Could Inhibit Changes of Control. Certain provisions of our
charter and bylaws may delay or prevent a change of control of the Company or other transactions
that could provide our stockholders with a premium over the then-prevailing market price of their
common stock or which might otherwise be in the best interest of our stockholders. These include
the Ownership Limit described below. Also, any future series of preferred stock may have certain
voting provisions that could delay or prevent a change of control or other transaction that might
involve a premium price or otherwise be beneficial to our stockholders.
Maryland Law Imposes Certain Limitations on Changes of Control. Certain provisions of Maryland law
prohibit business combinations (including certain issuances of equity securities) with any person
who beneficially owns ten percent or more of the voting power of outstanding common stock, or with
an affiliate of the Company who, at any time within the two-year period prior to the date in
question, was the owner of ten percent or more of the voting power of the outstanding voting
stock (an Interested Stockholder), or with an affiliate of an Interested Stockholder. These
prohibitions last for five years after the most recent date on which the Interested Stockholder
became an Interested Stockholder. After the five-year period, a business combination with an
Interested Stockholder must be approved by two super-majority stockholder votes unless, among other
conditions, our common stockholders receive a minimum price for their shares and the consideration
is received in cash or in the same form as previously paid by the Interested Stockholder for its
shares of common stock. The Board of
9
Directors has exempted from these provisions under the
Maryland law any business combination with Samuel Zell, who is the Chairman of the Board of the
Company, certain holders of Units who received them at the time of our initial public offering, the
General Motors Hourly Rate Employees Pension Trust and the General Motors Salaried Employees
Pension Trust, and our officers who acquired common stock at the time we were formed and each and
every affiliate of theirs.
We Have a Stock Ownership Limit for REIT Tax Purposes. To remain qualified as a REIT for U.S.
federal income tax purposes, not more than 50% in value of our outstanding shares of capital stock
may be owned, directly or indirectly, by five or fewer individuals (as defined in the federal
income tax laws applicable to REITs) at any time during the last half of any taxable year. To
facilitate maintenance of our REIT qualification, our charter, subject to certain exceptions,
prohibits Beneficial Ownership (as defined in our charter) by any single stockholder of more than
5% (in value or number of shares, whichever is more restrictive) of our outstanding capital stock.
We refer to this as the Ownership Limit. Within certain limits, our charter permits the Board of
Directors to increase the Ownership Limit with respect to any class or series of stock. The Board
of Directors, upon receipt of a ruling from the IRS, opinion of counsel, or other evidence
satisfactory to the Board of Directors and upon fifteen days prior written notice of a proposed
transfer which, if consummated, would result in the transferee owning shares in excess of the
Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a
stockholder from the Ownership Limit. Absent any such exemption, capital stock acquired or held in
violation of the Ownership Limit will be transferred by operation of law to us as trustee for the
benefit of the person to whom such capital stock is ultimately transferred, and the stockholders
rights to distributions and to vote would terminate. Such stockholder would be entitled to
receive, from the proceeds of any subsequent sale of the capital stock transferred to us as
trustee, the lesser of (i) the price paid for the capital stock or, if the owner did not pay for
the capital stock (for example, in the case of a gift, devise of other such transaction), the
market price of the capital stock on the date of the event causing the capital stock to be
transferred to us as trustee or (ii) the amount realized from such sale. A transfer of capital
stock may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could
delay or prevent a change in control of the Company and, therefore, could adversely affect our
stockholders ability to realize a premium over the then-prevailing market price for their common
stock.
Conflicts of Interest Could Influence the Companys Decisions.
Certain Stockholders Could Exercise Influence in a Manner Inconsistent With the Stockholders Best
Interests. As of December 31, 2006, Mr. Zell and certain affiliated holders beneficially owned
approximately 14.4% of our outstanding common stock (in each case including common stock issuable
upon the exercise of stock options and the exchange of Units). Accordingly, Mr. Zell has
significant influence on our management and operation. Such influence could be exercised in a
manner that is inconsistent with the interests of other stockholders.
Mr. Zell and His Affiliates Continue to be Involved in Other Investment Activities. Mr. Zell and
his affiliates have a broad and varied range of investment interests, including interests in other
real estate investment companies involved in other forms of housing, including multifamily housing.
Mr. Zell and his affiliates may acquire interests in other companies. Mr. Zell may not be able to
control whether any such company competes with the Company. Consequently, Mr. Zells continued
involvement in other investment activities could result in competition to the Company as well as
management decisions which might not reflect the interests of our stockholders.
Risk of Eminent Domain and Tenant Litigation.
We own Properties in certain areas of the country where real estate values have increased
faster than rental rates in our Properties either because of locally imposed rent control or long
term leases. In such areas, we have learned that certain local government entities have
investigated the possibility of seeking to take our Properties by eminent domain at values below
the value of the underlying land. While no such eminent domain proceeding has been commenced, and
we would exercise all of our rights in connection with any such proceeding, successful condemnation
proceedings by municipalities could adversely affect our financial condition. Moreover, certain of
our Properties located in California are subject to rent control ordinances, some of which not only
severely restrict ongoing rent increases but also prohibit us from increasing rents upon turnover.
Such regulation allows customers to sell their homes for a premium representing the value of the
future discounted rent-controlled rents. As part of our effort to realize the value of our
Properties subject to rent control, we have initiated lawsuits against several municipalities in
California. In response to our efforts, tenant groups have filed
lawsuits against us seeking not only to limit rent increases, but to be awarded large damage
awards. If we are unsuccessful in our efforts to challenge rent control ordinances, it is likely
that we will not be able to charge rents that reflect the intrinsic value of the affected
Properties. Finally, tenant groups in non-rent controlled markets have also attempted to use
litigation as a means of protecting themselves from rent increases reflecting the rental value of
the affected Properties. An unfavorable outcome in the tenant group lawsuits could have an adverse
impact on our financial condition.
10
Environmental Problems Are Possible and Can be Costly.
Federal, state and local laws and regulations relating to the protection of the environment
may require a current or previous owner or operator of real estate to investigate and clean up
hazardous or toxic substances or petroleum product releases at such property. The owner or
operator may have to pay a governmental entity or third parties for property damage and for
investigation and clean-up costs incurred by such parties in connection with the contamination.
Such laws typically impose clean-up responsibility and liability without regard to whether the
owner or operator knew of or caused the presence of the contaminants. Even if more than one person
may have been responsible for the contamination, each person covered by the environmental laws may
be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the
owner or operator of a site for damages and costs resulting from environmental contamination
emanating from that site.
Environmental laws also govern the presence, maintenance and removal of asbestos. Such laws
require that owners or operators of property containing asbestos properly manage and maintain the
asbestos, that they notify and train those who may come into contact with asbestos and that they
undertake special precautions, including removal or other abatement, if asbestos would be disturbed
during renovation or demolition of a building. Such laws may impose fines and penalties on real
property owners or operators who fail to comply with these requirements and may allow third parties
to seek recovery from owners or operators for personal injury associated with exposure to asbestos
fibers.
We Have a Significant Concentration of Properties in Florida and California, and Natural Disasters
or Other Catastrophic Events in These or Other States Could Adversely Affect the Value of Our
Properties and Our Cash Flow.
As of December 31, 2006, we owned or had an ownership interest in 311 Properties located in 30
states and British Columbia, including 87 Properties located in Florida and 47 Properties located
in California. The occurrence of a natural disaster or other catastrophic event in any of these
areas may cause a sudden decrease in the value of our Properties. While we have obtained insurance
policies providing certain coverage against damage from fire, flood, property damage, earthquake,
wind storm and business interruption, these insurance policies contain coverage limits, limits on
covered property and various deductible amounts that the Company must pay before insurance proceeds
are available. Such insurance may therefore be insufficient to restore our economic position with
respect to damage or destruction to our Properties caused by such occurrences. Moreover, each of
these coverages must be renewed every year and there is the possibility that all or some of the
coverages may not be available at a reasonable cost. In addition, in the event of such natural
disaster or other catastrophic event, the process of obtaining reimbursement for covered losses,
including the lag between expenditures incurred by us and reimbursements received from the
insurance providers, could adversely affect our economic performance.
Market Interest Rates May Have an Effect on the Value of Our Common Stock.
One of the factors that investors consider important in deciding whether to buy or sell shares
of a REIT is the distribution rates with respect to such shares (as a percentage of the price of
such shares) relative to market interest rates. If market interest rates go up, prospective
purchasers of REIT shares may expect a higher distribution rate. Higher interest rates would not,
however, result in more funds for us to distribute and, in fact, would likely increase our
borrowing costs and potentially decrease funds available for distribution. Thus, higher market
interest rates could cause the market price of our publicly traded securities to go down.
We Are Dependent on External Sources of Capital.
To qualify as a REIT, we must distribute to our stockholders each year at least 90% of our
REIT taxable income (determined without regard to the deduction for dividends paid and excluding
any net capital gain). In addition, we intend to distribute all or substantially all of our net
income so that we will generally not be subject to U.S. federal income tax on our earnings.
Because of these distribution requirements, it is not likely that we will be able to fund all
future capital needs, including for acquisitions, from income from operations. We therefore will
have to rely on third-party sources of debt and equity capital financing, which may or may not be
available on favorable terms or at all. Our access to third-party sources of capital depends on a
number of things, including conditions in the capital markets generally and the markets perception
of our growth potential and our current and potential future earnings. Moreover, additional equity
offerings may result in substantial dilution of stockholders interests, and additional debt
financing may substantially increase our leverage.
Our Qualification as a REIT is Dependent on Compliance With U.S. Federal Income Tax Requirements.
We believe we have been organized and operated in a manner so as to qualify for taxation as a
REIT, and we intend to continue to operate so as to qualify as a REIT for U.S. federal income tax
purposes. Qualification as a REIT for U.S. federal income tax purposes, however, is governed by
highly technical and complex provisions of the Code for which there are only limited judicial or
administrative interpretations. Our qualification as a REIT requires analysis of various facts and
circumstances that may not be entirely within our control, and we cannot provide any assurance that
the Internal Revenue Service (the IRS) will agree with our analysis. These matters can affect
our qualification as a REIT. In addition,
11
legislation, new regulations, administrative
interpretations or court decisions might significantly change the tax laws with respect to the
requirements for qualification as a REIT or the U.S. federal income tax consequences of
qualification as a REIT.
If, with respect to any taxable year, we fail to maintain our qualification as a REIT (and
specified relief provisions under the Code were not applicable to such disqualification), we could
not deduct distributions to stockholders in computing our net taxable income and we would be
subject to U.S. federal income tax on our net taxable income at regular corporate rates. Any U.S.
federal income tax payable could include applicable alternative minimum tax. If we had to pay U.S.
federal income tax, the amount of money available to distribute to stockholders and pay
indebtedness would be reduced for the year or years involved, and we would no longer be required to
distribute money to stockholders. In addition, we would also be disqualified from treatment as a
REIT for the four taxable years following the year during which qualification was lost, unless we
were entitled to relief under the relevant statutory provisions. Although we currently intend to
operate in a manner designed to allow us to qualify as a REIT, future economic, market, legal, tax
or other considerations may cause us to revoke the REIT election.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
General
Our Properties provide attractive amenities and common facilities that create a comfortable
and attractive home for our customers, with most offering a clubhouse, a swimming pool, laundry
facilities and cable television service. Many also offer additional amenities such as
sauna/whirlpool spas, golf courses, tennis, shuffleboard and basketball courts, exercise rooms and
various social activities such as concerts. Since most of our customers generally rent our sites
on a long-term basis, it is their responsibility to maintain their homes and the surrounding area.
It is our role to ensure that customers comply with our Property policies and to provide
maintenance of the common areas, facilities and amenities. We hold periodic meetings with our
Property management personnel for training and implementation of our strategies. The Properties
historically have had, and we believe they will continue to have, low turnover and high occupancy
rates.
Property Portfolio
As of December 31, 2006, we owned or had an ownership interest in a portfolio of 311
Properties located throughout the United States and British Columbia containing 112,956 residential
sites.
The distribution of our Properties throughout the United States reflects our belief that
geographic diversification helps insulate the portfolio from regional economic influences. We
intend to target new acquisitions in or near markets where our Properties are located and will also
consider acquisitions of Properties outside such markets. Refer to Note 2(c) of the Notes to
Consolidated Financial Statements contained in this Form 10-K.
Bay Indies located in Venice, Florida and Westwinds located in San Jose, California accounted
for approximately 2.5% and 2.2%, respectively, of our total property operating revenues for the
year ended December 31, 2006.
The following table sets forth certain information relating to the Properties we owned as of
December 31, 2006, categorized by our major markets (excluding membership campground Properties
leased to Privileged Access and Properties owned through joint ventures).
12
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Annual Sites |
|
Annual Site |
|
Annual Site |
|
|
|
|
|
Annual |
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
Acres |
|
Developable |
|
Expansion |
|
Sites as of |
|
as of |
|
Occupancy as |
|
Occupancy as |
|
|
|
|
|
Rent as of |
|
Rent as of |
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
(c) |
|
Acres (d) |
|
Sites (e) |
|
12/31/06 |
|
12/31/06 |
|
of 12/31/06 |
|
of 12/31/05 |
|
|
|
|
|
12/31/06 |
|
12/31/05 |
|
|
|
Florida |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Coast: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sunshine Key |
|
38801 Overseas Hwy |
|
Big Pine Key |
|
FL |
|
33043 |
|
RV |
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carriage Cove |
|
Five Carriage Cove Way |
|
Daytona Beach |
|
FL |
|
32119 |
|
MH |
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
418 |
|
|
|
418 |
|
|
|
93.5 |
% |
|
|
92.1 |
% |
|
|
|
|
|
$ |
5,138 |
|
|
$ |
4,949 |
|
Coquina Crossing |
|
4536 Coquina Crossing Dr. |
|
Elkton |
|
FL |
|
32033 |
|
MH |
|
|
316 |
|
|
|
65 |
|
|
|
196 |
|
|
|
556 |
|
|
|
556 |
|
|
|
86.7 |
% |
|
|
85.2 |
% |
|
|
(b |
) |
|
$ |
4,931 |
|
|
$ |
4,629 |
|
Bulow Plantation |
|
3165 Old Kings Road South |
|
Flagler Beach |
|
FL |
|
32136 |
|
MH |
|
|
323 |
|
|
|
180 |
|
|
|
722 |
|
|
|
276 |
|
|
|
276 |
|
|
|
98.9 |
% |
|
|
98.9 |
% |
|
|
(b |
) |
|
$ |
4,673 |
|
|
$ |
4,330 |
|
Bulow RV |
|
3345 Old Kings Road South |
|
Flagler Beach |
|
FL |
|
32136 |
|
RV |
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
352 |
|
|
|
128 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
4,496 |
|
|
$ |
3,681 |
|
Carefree Cove |
|
3273 N.W. 37th St |
|
Ft. Lauderdale |
|
FL |
|
33309 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
163 |
|
|
|
163 |
|
|
|
90.2 |
% |
|
|
92.0 |
% |
|
|
|
|
|
$ |
5,772 |
|
|
$ |
5,693 |
|
Park City West |
|
10550 W. State Road 84 |
|
Ft. Lauderdale |
|
FL |
|
33324 |
|
MH |
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
363 |
|
|
|
363 |
|
|
|
89.5 |
% |
|
|
94.8 |
% |
|
|
|
|
|
$ |
5,155 |
|
|
$ |
4,706 |
|
Sunshine Holiday |
|
2802 W. Oakland Park Blvd. |
|
Ft. Lauderdale |
|
FL |
|
33311 |
|
MH |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
269 |
|
|
|
269 |
|
|
|
90.0 |
% |
|
|
90.0 |
% |
|
|
|
|
|
$ |
5,343 |
|
|
$ |
5,078 |
|
Sunshine Holiday RV |
|
2802 W. Oakland Park Blvd. |
|
Ft. Lauderdale |
|
FL |
|
33311 |
|
RV |
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
131 |
|
|
|
35 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
5,143 |
|
|
$ |
4,964 |
|
Maralago Cay |
|
6280 S. Ash Lane |
|
Lantana |
|
FL |
|
33462 |
|
MH |
|
|
102 |
|
|
|
5 |
|
|
|
|
|
|
|
602 |
|
|
|
602 |
|
|
|
92.9 |
% |
|
|
93.9 |
% |
|
|
|
|
|
$ |
5,973 |
|
|
$ |
5,747 |
|
Coral Cay |
|
2801 NW 62nd Avenue |
|
Margate |
|
FL |
|
33063 |
|
MH |
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
817 |
|
|
|
817 |
|
|
|
82.7 |
% |
|
|
88.9 |
% |
|
|
|
|
|
$ |
5,854 |
|
|
$ |
5,750 |
|
Lakewood Village |
|
3171 Hanson Avenue |
|
Melbourne |
|
FL |
|
32901 |
|
MH |
|
|
68 |
|
|
|
|
|
|
|
|
|
|
|
349 |
|
|
|
349 |
|
|
|
87.7 |
% |
|
|
87.4 |
% |
|
|
|
|
|
$ |
5,292 |
|
|
$ |
4,997 |
|
Holiday Village |
|
1335 Fleming Ave Box 228 |
|
Ormond Beach |
|
FL |
|
32174 |
|
MH |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
301 |
|
|
|
301 |
|
|
|
87.0 |
% |
|
|
85.7 |
% |
|
|
|
|
|
$ |
4,446 |
|
|
$ |
4,308 |
|
Sunshine Holiday |
|
1701 North US Hwy 1 |
|
Ormond Beach |
|
FL |
|
32174 |
|
RV |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
349 |
|
|
|
132 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,744 |
|
|
$ |
3,500 |
|
The Meadows |
|
2555 PGA Boulevard |
|
Palm Beach Gardens |
|
FL |
|
33410 |
|
MH |
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
379 |
|
|
|
379 |
|
|
|
85.2 |
% |
|
|
84.7 |
% |
|
|
(b |
) |
|
$ |
5,615 |
|
|
$ |
5,090 |
|
Breezy Hill RV |
|
800 NE 48th Street |
|
Pompano Beach |
|
FL |
|
33064 |
|
RV |
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
762 |
|
|
|
381 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
5,230 |
|
|
$ |
4,937 |
|
Highland Wood RV |
|
900 NE 48th Street |
|
Pompano Beach |
|
FL |
|
33064 |
|
RV |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
148 |
|
|
|
3 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
5,820 |
|
|
$ |
4,258 |
|
Lighthouse Pointe |
|
155 Spring Drive |
|
Port Orange |
|
FL |
|
32129 |
|
MH |
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
433 |
|
|
|
433 |
|
|
|
86.8 |
% |
|
|
87.1 |
% |
|
|
(b |
) |
|
$ |
4,446 |
|
|
$ |
4,286 |
|
Pickwick |
|
4500 S. Clyde Morris Blvd |
|
Port Orange |
|
FL |
|
32119 |
|
MH |
|
|
84 |
|
|
|
4 |
|
|
|
|
|
|
|
432 |
|
|
|
432 |
|
|
|
99.1 |
% |
|
|
99.3 |
% |
|
|
|
|
|
$ |
4,606 |
|
|
$ |
4,420 |
|
Indian Oaks |
|
780 Barnes Boulevard |
|
Rockledge |
|
FL |
|
32955 |
|
MH |
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
208 |
|
|
|
208 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,827 |
|
|
$ |
3,615 |
|
Lazy Lakes |
|
311 Johnson Road |
|
Sugar Loaf |
|
FL |
|
33042 |
|
RV |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
$ |
6,342 |
|
Countryside |
|
8775 20th Street |
|
Vero Beach |
|
FL |
|
32966 |
|
MH |
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
643 |
|
|
|
643 |
|
|
|
89.6 |
% |
|
|
90.1 |
% |
|
|
(b |
) |
|
$ |
4,929 |
|
|
$ |
4,579 |
|
Heritage Plantation |
|
1101 Ranch Road |
|
Vero Beach |
|
FL |
|
32966 |
|
MH |
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
435 |
|
|
|
435 |
|
|
|
84.6 |
% |
|
|
86.9 |
% |
|
|
|
|
|
$ |
4,901 |
|
|
$ |
4,743 |
|
Holiday Village |
|
1000 S.W. 27th Avenue |
|
Vero Beach |
|
FL |
|
32968 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
128 |
|
|
|
128 |
|
|
|
39.8 |
% |
|
|
43.8 |
% |
|
|
|
|
|
$ |
4,190 |
|
|
$ |
4,073 |
|
Sunshine Travel |
|
9455 108th Avenue |
|
Vero Beach |
|
FL |
|
32967 |
|
RV |
|
|
30 |
|
|
|
6 |
|
|
|
48 |
|
|
|
300 |
|
|
|
213 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,787 |
|
|
$ |
3,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Central: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clerbook |
|
20005 U.S. Highway 27 |
|
Clermont |
|
FL |
|
34711 |
|
RV |
|
|
288 |
|
|
|
|
|
|
|
|
|
|
|
1,255 |
|
|
|
474 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
(a |
) |
|
$ |
3,194 |
|
|
|
|
|
Lake Magic |
|
9600 Hwy 192 West |
|
Clermont |
|
FL |
|
34714 |
|
RV |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
471 |
|
|
|
143 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,411 |
|
|
$ |
3,141 |
|
Southern Palms |
|
One Avocado Lane |
|
Eustis |
|
FL |
|
32726 |
|
RV |
|
|
120 |
|
|
|
|
|
|
|
|
|
|
|
950 |
|
|
|
403 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,269 |
|
|
$ |
2,754 |
|
Grand Island |
|
13310 Sea Breeze Lane |
|
Grand Island |
|
FL |
|
32735 |
|
MH |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
359 |
|
|
|
359 |
|
|
|
59.1 |
% |
|
|
58.5 |
% |
|
|
(b |
) |
|
$ |
4,378 |
|
|
$ |
4,114 |
|
Sherwood Forest |
|
5302 W. Irlo Bronson Hwy |
|
Kissimmee |
|
FL |
|
34746 |
|
MH |
|
|
124 |
|
|
|
|
|
|
|
|
|
|
|
754 |
|
|
|
754 |
|
|
|
94.2 |
% |
|
|
93.8 |
% |
|
|
(b |
) |
|
$ |
5,004 |
|
|
$ |
4,645 |
|
Sherwood Forest RV |
|
5300 W. Irlo Bronson Hwy |
|
Kissimmee |
|
FL |
|
34746 |
|
RV |
|
|
107 |
|
|
|
43 |
|
|
|
149 |
|
|
|
513 |
|
|
|
147 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
4,403 |
|
|
$ |
4,353 |
|
Tropical Palms |
|
2650 Holiday Trail |
|
Kissimmee |
|
FL |
|
34746 |
|
RV |
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
541 |
|
|
|
37 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
$ |
4,096 |
|
|
|
|
|
Coachwood |
|
2610 Dogwood Place |
|
Leesburg |
|
FL |
|
34748 |
|
MH |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
202 |
|
|
|
202 |
|
|
|
92.6 |
% |
|
|
94.6 |
% |
|
|
|
|
|
$ |
3,460 |
|
|
$ |
3,207 |
|
Mid-Florida Lakes |
|
199 Forest Dr. |
|
Leesburg |
|
FL |
|
34788 |
|
MH |
|
|
290 |
|
|
|
|
|
|
|
|
|
|
|
1,225 |
|
|
|
1,225 |
|
|
|
82.5 |
% |
|
|
82.4 |
% |
|
|
(b |
) |
|
$ |
4,996 |
|
|
$ |
4,759 |
|
Southernaire |
|
1700 Sanford Road |
|
Mt. Dora |
|
FL |
|
32757 |
|
MH |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
108 |
|
|
|
108 |
|
|
|
86.1 |
% |
|
|
88.0 |
% |
|
|
|
|
|
$ |
3,945 |
|
|
$ |
3,608 |
|
Oak Bend |
|
10620 S.W. 27th Ave. |
|
Ocala |
|
FL |
|
34476 |
|
MH |
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
262 |
|
|
|
262 |
|
|
|
89.3 |
% |
|
|
87.8 |
% |
|
|
(b |
) |
|
$ |
4,023 |
|
|
$ |
3,878 |
|
Villas at Spanish Oaks |
|
3150 N.E. 36th Avenue |
|
Ocala |
|
FL |
|
34479 |
|
MH |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
459 |
|
|
|
459 |
|
|
|
87.6 |
% |
|
|
87.1 |
% |
|
|
|
|
|
$ |
4,327 |
|
|
$ |
4,230 |
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Annual Sites |
|
Annual Site |
|
Annual Site |
|
|
|
|
|
Annual |
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
Acres |
|
Developable |
|
Expansion |
|
Sites as of |
|
as of |
|
Occupancy as |
|
Occupancy as |
|
|
|
|
|
Rent as of |
|
Rent as of |
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
(c) |
|
Acres (d) |
|
Sites (e) |
|
12/31/06 |
|
12/31/06 |
|
of 12/31/06 |
|
of 12/31/05 |
|
|
|
|
|
12/31/06 |
|
12/31/05 |
|
Gulf
Coast (Tampa/Naples): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tobys RV |
|
3550 N.E. Hwy 70 |
|
Arcadia |
|
FL |
|
34266 |
|
RV |
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
379 |
|
|
|
263 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
2,026 |
|
|
$ |
1,910 |
|
Manatee |
|
800 Kay Road NE |
|
Bradenton |
|
FL |
|
34212 |
|
RV |
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
415 |
|
|
|
249 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
4,092 |
|
|
$ |
3,805 |
|
Windmill Manor |
|
5320 53rd Ave. East |
|
Bradenton |
|
FL |
|
34203 |
|
MH |
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
292 |
|
|
|
292 |
|
|
|
93.8 |
% |
|
|
94.2 |
% |
|
|
|
|
|
$ |
5,034 |
|
|
$ |
4,812 |
|
Glen Ellen |
|
2882 Gulf to Bay Blvd |
|
Clearwater |
|
FL |
|
33759 |
|
MH |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
106 |
|
|
|
95.3 |
% |
|
|
86.8 |
% |
|
|
|
|
|
$ |
4,239 |
|
|
$ |
4,154 |
|
Hillcrest |
|
2346 Druid Road East |
|
Clearwater |
|
FL |
|
33764 |
|
MH |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
278 |
|
|
|
278 |
|
|
|
87.8 |
% |
|
|
78.1 |
% |
|
|
|
|
|
$ |
4,838 |
|
|
$ |
4,773 |
|
Holiday Ranch |
|
4300 East Bay Drive |
|
Clearwater |
|
FL |
|
33764 |
|
MH |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
150 |
|
|
|
91.3 |
% |
|
|
87.3 |
% |
|
|
|
|
|
$ |
4,800 |
|
|
$ |
4,701 |
|
Silk Oak |
|
28488 US Highway 19 N |
|
Clearwater |
|
FL |
|
33761 |
|
MH |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
181 |
|
|
|
181 |
|
|
|
91.7 |
% |
|
|
78.5 |
% |
|
|
|
|
|
$ |
5,124 |
|
|
$ |
4,711 |
|
Crystal Isles |
|
11419 W. Ft. Island Drive |
|
Crystal River |
|
FL |
|
34429 |
|
RV |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
260 |
|
|
|
21 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,502 |
|
|
$ |
3,020 |
|
Lake Haven |
|
1415 Main Street |
|
Dunedin |
|
FL |
|
34698 |
|
MH |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
379 |
|
|
|
379 |
|
|
|
89.2 |
% |
|
|
83.6 |
% |
|
|
|
|
|
$ |
5,756 |
|
|
$ |
5,546 |
|
Fort Myers Beach Resort |
|
16299 San Carlos Blvd. |
|
Fort Myers |
|
FL |
|
33908 |
|
RV |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
306 |
|
|
|
100 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
5,054 |
|
|
$ |
4,911 |
|
Gulf Air Resort |
|
17279 San Carlos Blvd. SW |
|
Fort Myers |
|
FL |
|
33931 |
|
RV |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
246 |
|
|
|
167 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
4,283 |
|
|
$ |
4,112 |
|
Barrington Hills |
|
9412 New York Avenue |
|
Hudson |
|
FL |
|
34667 |
|
RV |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
392 |
|
|
|
263 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
2,464 |
|
|
$ |
2,378 |
|
Down Yonder |
|
7001 N. 142nd Avenue |
|
Largo |
|
FL |
|
33771 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
361 |
|
|
|
361 |
|
|
|
99.2 |
% |
|
|
96.7 |
% |
|
|
|
|
|
$ |
5,515 |
|
|
$ |
5,350 |
|
East Bay Oaks |
|
601 Starkey Road |
|
Largo |
|
FL |
|
33771 |
|
MH |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
328 |
|
|
|
328 |
|
|
|
97.9 |
% |
|
|
95.7 |
% |
|
|
|
|
|
$ |
5,247 |
|
|
$ |
5,101 |
|
Eldorado Village |
|
2505 East Bay Drive |
|
Largo |
|
FL |
|
33771 |
|
MH |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
227 |
|
|
|
227 |
|
|
|
98.2 |
% |
|
|
96.0 |
% |
|
|
|
|
|
$ |
5,208 |
|
|
$ |
5,046 |
|
Shangri La |
|
249 Jasper Street N.W. |
|
Largo |
|
FL |
|
33770 |
|
MH |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
160 |
|
|
|
160 |
|
|
|
96.9 |
% |
|
|
90.6 |
% |
|
|
|
|
|
$ |
4,809 |
|
|
$ |
4,512 |
|
Vacation Village |
|
6900 Ulmerton Road |
|
Largo |
|
FL |
|
33771 |
|
RV |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
293 |
|
|
|
201 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,760 |
|
|
$ |
3,660 |
|
Pasco |
|
21632 State Road 54 |
|
Lutz |
|
FL |
|
33549 |
|
RV |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
255 |
|
|
|
174 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,182 |
|
|
$ |
3,077 |
|
Buccaneer |
|
2210 N. Tamiami Trail N.E. |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
223 |
|
|
|
65 |
|
|
|
162 |
|
|
|
971 |
|
|
|
971 |
|
|
|
98.2 |
% |
|
|
97.8 |
% |
|
|
|
|
|
$ |
5,269 |
|
|
$ |
4,767 |
|
Island Vista |
|
3000 N. Tamiami Trail |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
616 |
|
|
|
616 |
|
|
|
88.0 |
% |
|
|
|
|
|
|
(a |
) |
|
$ |
3,809 |
|
|
|
|
|
Lake Fairways |
|
19371 Tamiami Trail |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
259 |
|
|
|
|
|
|
|
|
|
|
|
896 |
|
|
|
896 |
|
|
|
99.7 |
% |
|
|
99.9 |
% |
|
|
|
|
|
$ |
5,295 |
|
|
$ |
5,004 |
|
Pine Lakes |
|
10200 Pine Lakes Blvd. |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
314 |
|
|
|
|
|
|
|
|
|
|
|
584 |
|
|
|
584 |
|
|
|
100.0 |
% |
|
|
99.8 |
% |
|
|
|
|
|
$ |
6,282 |
|
|
$ |
6,079 |
|
Pioneer Village |
|
7974 Samville Rd. |
|
N. Ft. Myers |
|
FL |
|
33917 |
|
RV |
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
733 |
|
|
|
438 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,521 |
|
|
$ |
3,326 |
|
The Heritage |
|
3000 Heritage Lakes Blvd. |
|
N. Ft. Myers |
|
FL |
|
33917 |
|
MH |
|
|
214 |
|
|
|
22 |
|
|
|
132 |
|
|
|
455 |
|
|
|
455 |
|
|
|
98.0 |
% |
|
|
98.0 |
% |
|
|
(b |
) |
|
$ |
4,734 |
|
|
$ |
4,457 |
|
Windmill Village |
|
16131 N. Cleveland Ave. |
|
N. Ft. Myers |
|
FL |
|
33903 |
|
MH |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
491 |
|
|
|
491 |
|
|
|
92.9 |
% |
|
|
93.7 |
% |
|
|
|
|
|
$ |
4,294 |
|
|
$ |
4,226 |
|
Country Place |
|
2601 Country Place Blvd. |
|
New Port Richey |
|
FL |
|
34655 |
|
MH |
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
515 |
|
|
|
515 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,672 |
|
|
$ |
3,513 |
|
Hacienda Village |
|
7107 Gibraltar Ave |
|
New Port Richey |
|
FL |
|
34653 |
|
MH |
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
505 |
|
|
|
505 |
|
|
|
97.4 |
% |
|
|
97.4 |
% |
|
|
|
|
|
$ |
4,319 |
|
|
$ |
4,272 |
|
Harbor View |
|
6617 Louisiana Ave |
|
New Port Richey |
|
FL |
|
34653 |
|
MH |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
471 |
|
|
|
471 |
|
|
|
98.5 |
% |
|
|
98.9 |
% |
|
|
|
|
|
$ |
3,462 |
|
|
$ |
2,885 |
|
Bay Lake Estates |
|
1200 East Colonia Lane |
|
Nokomis |
|
FL |
|
34275 |
|
MH |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
228 |
|
|
|
228 |
|
|
|
95.6 |
% |
|
|
95.2 |
% |
|
|
|
|
|
$ |
5,692 |
|
|
$ |
5,456 |
|
Royal Coachman |
|
1070 Laurel Road East |
|
Nokomis |
|
FL |
|
34275 |
|
RV |
|
|
111 |
|
|
|
6 |
|
|
|
30 |
|
|
|
546 |
|
|
|
416 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
5,531 |
|
|
$ |
5,126 |
|
Silver Dollar |
|
12515 Silver Dollar Drive |
|
Odessa |
|
FL |
|
33556 |
|
RV |
|
|
412 |
|
|
|
|
|
|
|
|
|
|
|
385 |
|
|
|
382 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,953 |
|
|
$ |
3,613 |
|
Terra Ceia |
|
9303 Bayshore Road |
|
Palmetto |
|
FL |
|
34221 |
|
RV |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
203 |
|
|
|
137 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
2,951 |
|
|
$ |
2,849 |
|
Lakes at Countrywood |
|
745 Arbor Estates Way |
|
Plant City |
|
FL |
|
33565 |
|
MH |
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
424 |
|
|
|
424 |
|
|
|
91.3 |
% |
|
|
91.3 |
% |
|
|
(b |
) |
|
$ |
3,596 |
|
|
$ |
3,439 |
|
Meadows at Countrywood |
|
745 Arbor Estates Way |
|
Plant City |
|
FL |
|
33565 |
|
MH |
|
|
140 |
|
|
|
23 |
|
|
|
143 |
|
|
|
799 |
|
|
|
799 |
|
|
|
94.6 |
% |
|
|
93.5 |
% |
|
|
(b |
) |
|
$ |
4,261 |
|
|
$ |
4,007 |
|
Oaks at Countrywood |
|
745 Arbor Estates Way |
|
Plant City |
|
FL |
|
33565 |
|
MH |
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
168 |
|
|
|
168 |
|
|
|
75.0 |
% |
|
|
74.4 |
% |
|
|
(b |
) |
|
$ |
3,710 |
|
|
$ |
3,462 |
|
Harbor Lakes |
|
3737 El Jobean Road #294 |
|
Port Charlotte |
|
FL |
|
33953 |
|
RV |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
528 |
|
|
|
279 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,905 |
|
|
$ |
3,713 |
|
Gulf View |
|
10205 Burnt Store Road |
|
Punta Gorda |
|
FL |
|
33950 |
|
RV |
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
206 |
|
|
|
43 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,872 |
|
|
$ |
3,749 |
|
Tropical Palms |
|
17100 Tamiami Trail |
|
Punta Gorda |
|
FL |
|
33955 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
297 |
|
|
|
297 |
|
|
|
85.9 |
% |
|
|
|
|
|
|
(a |
) |
|
$ |
3,053 |
|
|
|
|
|
Winds of St. Armands No |
|
4000 N. Tuttle Ave. |
|
Sarasota |
|
FL |
|
34234 |
|
MH |
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
471 |
|
|
|
471 |
|
|
|
95.1 |
% |
|
|
96.2 |
% |
|
|
|
|
|
$ |
5,121 |
|
|
$ |
4,892 |
|
Winds of St. Armands So |
|
3000 N. Tuttle Ave. |
|
Sarasota |
|
FL |
|
34234 |
|
MH |
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
306 |
|
|
|
306 |
|
|
|
99.0 |
% |
|
|
99.7 |
% |
|
|
|
|
|
$ |
5,090 |
|
|
$ |
4,885 |
|
Topics |
|
13063 County Line Road |
|
Spring Hill |
|
FL |
|
34609 |
|
RV |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
230 |
|
|
|
210 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
2,576 |
|
|
$ |
2,458 |
|
Bay Indies |
|
950 Ridgewood Ave |
|
Venice |
|
FL |
|
34285 |
|
MH |
|
|
210 |
|
|
|
|
|
|
|
|
|
|
|
1,309 |
|
|
|
1,309 |
|
|
|
96.2 |
% |
|
|
97.6 |
% |
|
|
|
|
|
$ |
6,054 |
|
|
$ |
5,736 |
|
Ramblers Rest |
|
1300 North River Rd. |
|
Venice |
|
FL |
|
34293 |
|
RV |
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
647 |
|
|
|
492 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
(a |
) |
|
$ |
4,008 |
|
|
|
|
|
Sixth Avenue |
|
39345 6th Avenue |
|
Zephyrhills |
|
FL |
|
33542 |
|
MH |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
134 |
|
|
|
134 |
|
|
|
91.0 |
% |
|
|
91.8 |
% |
|
|
|
|
|
$ |
2,271 |
|
|
$ |
2,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Florida Market |
|
|
|
|
|
|
|
|
|
|
|
|
6,752 |
|
|
|
419 |
|
|
|
1,582 |
|
|
|
34,548 |
|
|
|
28,174 |
|
|
|
93.8 |
% |
|
|
93.4 |
% |
|
|
|
|
|
$ |
4,444 |
|
|
$ |
4,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Annual Sites |
|
Annual Site |
|
Annual Site |
|
|
|
|
|
Annual |
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
Acres |
|
Developable |
|
Expansion |
|
Sites as of |
|
as of |
|
Occupancy as |
|
Occupancy as |
|
|
|
|
|
Rent as of |
|
Rent as of |
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
(c) |
|
Acres (d) |
|
Sites (e) |
|
12/31/06 |
|
12/31/06 |
|
of 12/31/06 |
|
of 12/31/05 |
|
|
|
|
|
12/31/06 |
|
12/31/05 |
|
|
|
California |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northern California: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monte del Lago |
|
13100 Monte del Lago |
|
Castroville |
|
CA |
|
95012 |
|
MH |
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
310 |
|
|
|
310 |
|
|
|
96.1 |
% |
|
|
96.5 |
% |
|
|
(b |
) |
|
$ |
10,892 |
|
|
$ |
9,155 |
|
Colony Park |
|
3939 Central Avenue |
|
Ceres |
|
CA |
|
95307 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
186 |
|
|
|
186 |
|
|
|
90.9 |
% |
|
|
89.8 |
% |
|
|
|
|
|
$ |
6,494 |
|
|
$ |
5,974 |
|
Four Seasons |
|
3138 West Dakota |
|
Fresno |
|
CA |
|
93722 |
|
MH |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
242 |
|
|
|
242 |
|
|
|
89.7 |
% |
|
|
89.3 |
% |
|
|
|
|
|
$ |
3,967 |
|
|
$ |
3,680 |
|
Tahoe Valley |
|
1175 Melba Drive |
|
Lake Tahoe |
|
CA |
|
96150 |
|
RV |
|
|
86 |
|
|
|
20 |
|
|
|
200 |
|
|
|
413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sea Oaks |
|
1675 Los Osos Valley Rd., #221 |
|
Los Osos |
|
CA |
|
93402 |
|
MH |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
125 |
|
|
|
125 |
|
|
|
99.2 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
5,793 |
|
|
$ |
5,563 |
|
Coralwood |
|
331 Coralwood |
|
Modesto |
|
CA |
|
95356 |
|
MH |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
194 |
|
|
|
194 |
|
|
|
95.9 |
% |
|
|
99.0 |
% |
|
|
|
|
|
$ |
7,596 |
|
|
$ |
6,694 |
|
Concord Cascade |
|
245 Aria Drive |
|
Pacheco |
|
CA |
|
94553 |
|
MH |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
283 |
|
|
|
283 |
|
|
|
99.3 |
% |
|
|
98.6 |
% |
|
|
|
|
|
$ |
7,258 |
|
|
$ |
7,089 |
|
San Francisco RV |
|
700 Palmetto Ave |
|
Pacifica |
|
CA |
|
94044 |
|
RV |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quail Meadows |
|
5901 Newbrook Drive |
|
Riverbank |
|
CA |
|
95367 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
146 |
|
|
|
146 |
|
|
|
100.0 |
% |
|
|
98.6 |
% |
|
|
|
|
|
$ |
7,706 |
|
|
$ |
6,546 |
|
California Hawaiian |
|
3637 Snell Avenue |
|
San Jose |
|
CA |
|
95136 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
418 |
|
|
|
418 |
|
|
|
92.8 |
% |
|
|
95.2 |
% |
|
|
|
|
|
$ |
9,120 |
|
|
$ |
8,920 |
|
Sunshadow |
|
1350 Panoche Avenue |
|
San Jose |
|
CA |
|
95122 |
|
MH |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
121 |
|
|
|
121 |
|
|
|
95.9 |
% |
|
|
96.7 |
% |
|
|
|
|
|
$ |
8,903 |
|
|
$ |
8,656 |
|
Village of the Four Seasons |
|
200 Ford Road |
|
San Jose |
|
CA |
|
95138 |
|
MH |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
271 |
|
|
|
271 |
|
|
|
90.4 |
% |
|
|
92.6 |
% |
|
|
|
|
|
$ |
8,414 |
|
|
$ |
8,212 |
|
Westwinds (4 Properties) |
|
500 Nicholson Lane |
|
San Jose |
|
CA |
|
95134 |
|
MH |
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
723 |
|
|
|
723 |
|
|
|
89.2 |
% |
|
|
90.0 |
% |
|
|
|
|
|
$ |
9,945 |
|
|
$ |
9,555 |
|
Laguna Lake |
|
1801 Perfumo Canyon Road |
|
San Luis Obispo |
|
CA |
|
93405 |
|
MH |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
290 |
|
|
|
290 |
|
|
|
99.7 |
% |
|
|
99.7 |
% |
|
|
|
|
|
$ |
5,219 |
|
|
$ |
4,887 |
|
Contempo Marin |
|
400 Yosemite Road |
|
San Rafael |
|
CA |
|
94903 |
|
MH |
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
396 |
|
|
|
396 |
|
|
|
98.5 |
% |
|
|
98.5 |
% |
|
|
|
|
|
$ |
8,082 |
|
|
$ |
7,958 |
|
DeAnza Santa Cruz |
|
2395 Delaware Avenue |
|
Santa Cruz |
|
CA |
|
95060 |
|
MH |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
198 |
|
|
|
198 |
|
|
|
95.5 |
% |
|
|
96.0 |
% |
|
|
|
|
|
$ |
9,004 |
|
|
$ |
8,263 |
|
Royal Oaks |
|
415 Akers Drive N. |
|
Visalia |
|
CA |
|
93291 |
|
MH |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
149 |
|
|
|
149 |
|
|
|
88.6 |
% |
|
|
87.9 |
% |
|
|
|
|
|
$ |
4,456 |
|
|
$ |
3,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southern California: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Palm Country Club |
|
36-200 Date Palm Drive |
|
Cathedral City |
|
CA |
|
92234 |
|
MH |
|
|
232 |
|
|
|
3 |
|
|
|
24 |
|
|
|
538 |
|
|
|
538 |
|
|
|
97.8 |
% |
|
|
96.8 |
% |
|
|
|
|
|
$ |
9,932 |
|
|
$ |
9,396 |
|
Date Palm RV |
|
36-100 Date Palm Drive |
|
Cathedral City |
|
CA |
|
92234 |
|
RV |
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rancho Mesa |
|
450 East Bradley Ave. |
|
El Cajon |
|
CA |
|
92021 |
|
MH |
|
|
20 |
|
|
|
5 |
|
|
|
|
|
|
|
158 |
|
|
|
158 |
|
|
|
81.0 |
% |
|
|
86.1 |
% |
|
|
|
|
|
$ |
10,529 |
|
|
$ |
9,936 |
|
Rancho Valley |
|
12970 Hwy 8 Business |
|
El Cajon |
|
CA |
|
92021 |
|
MH |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
140 |
|
|
|
140 |
|
|
|
97.1 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
10,843 |
|
|
$ |
10,552 |
|
Royal Holiday |
|
4400 W Florida Ave |
|
Hemet |
|
CA |
|
92545 |
|
MH |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
179 |
|
|
|
179 |
|
|
|
58.1 |
% |
|
|
58.7 |
% |
|
|
|
|
|
$ |
4,503 |
|
|
$ |
4,070 |
|
Pacific Dunes Ranch |
|
1205 Silver Spur Place |
|
Oceana |
|
CA |
|
93445 |
|
RV |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
215 |
|
|
|
3 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
5,355 |
|
|
$ |
1,800 |
|
Las Palmas |
|
1025 S. Riverside Ave. |
|
Rialto |
|
CA |
|
92376 |
|
MH |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
136 |
|
|
|
136 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
4,796 |
|
|
$ |
4,583 |
|
Parque La Quinta |
|
350 S. Willow Ave. #120 |
|
Rialto |
|
CA |
|
92376 |
|
MH |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
166 |
|
|
|
166 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
4,922 |
|
|
$ |
4,646 |
|
Meadowbrook |
|
8301 Mission Gorge Rd. |
|
Santee |
|
CA |
|
92071 |
|
MH |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
338 |
|
|
|
338 |
|
|
|
97.9 |
% |
|
|
98.2 |
% |
|
|
|
|
|
$ |
8,918 |
|
|
$ |
8,691 |
|
Lamplighter |
|
10767 Jamacha Blvd. |
|
Spring Valley |
|
CA |
|
91978 |
|
MH |
|
|
32 |
|
|
|
2 |
|
|
|
|
|
|
|
270 |
|
|
|
270 |
|
|
|
98.1 |
% |
|
|
98.9 |
% |
|
|
|
|
|
$ |
11,104 |
|
|
$ |
10,940 |
|
Santiago Estates |
|
13691 Gavina Ave. #632 |
|
Sylmar |
|
CA |
|
91342 |
|
MH |
|
|
113 |
|
|
|
25 |
|
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
|
100.0 |
% |
|
|
99.3 |
% |
|
|
|
|
|
$ |
9,601 |
|
|
$ |
9,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total California Market |
|
|
|
|
|
|
|
|
|
|
|
|
1,280 |
|
|
|
55 |
|
|
|
224 |
|
|
|
7,227 |
|
|
|
6,280 |
|
|
|
94.1 |
% |
|
|
94.7 |
% |
|
|
|
|
|
$ |
7,734 |
|
|
$ |
7,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arizona |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Countryside RV |
|
2701 S. Idaho Rd |
|
Apache Junction |
|
AZ |
|
85219 |
|
RV |
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
560 |
|
|
|
258 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
2,748 |
|
|
$ |
2,676 |
|
Golden Sun RV |
|
999 W Broadway Ave |
|
Apache Junction |
|
AZ |
|
85220 |
|
RV |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
329 |
|
|
|
191 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
2,711 |
|
|
$ |
2,699 |
|
Casita Verde RV |
|
2200 N. Trekell Rd. |
|
Casa Grande |
|
AZ |
|
85222 |
|
RV |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
192 |
|
|
|
97 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
(a |
) |
|
$ |
2,086 |
|
|
|
|
|
Fiesta Grande RV |
|
1511 East Florence Blvd. |
|
Casa Grande |
|
AZ |
|
85222 |
|
RV |
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
767 |
|
|
|
425 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
(a |
) |
|
$ |
2,451 |
|
|
|
|
|
Foothills West RV |
|
10167 N. Encore Dr. |
|
Casa Grande |
|
AZ |
|
85222 |
|
RV |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
188 |
|
|
|
121 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
(a |
) |
|
$ |
1,998 |
|
|
|
|
|
Casa del Sol East II |
|
10960 N. 67th Avenue |
|
Glendale |
|
AZ |
|
85304 |
|
MH |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
239 |
|
|
|
239 |
|
|
|
80.3 |
% |
|
|
79.9 |
% |
|
|
|
|
|
$ |
6,697 |
|
|
$ |
6,299 |
|
Casa del Sol East III |
|
10960 N. 67th Avenue |
|
Glendale |
|
AZ |
|
85304 |
|
MH |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
236 |
|
|
|
236 |
|
|
|
84.3 |
% |
|
|
78.4 |
% |
|
|
|
|
|
$ |
6,696 |
|
|
$ |
6,565 |
|
Palm Shadows |
|
7300 N. 51st. Avenue |
|
Glendale |
|
AZ |
|
85301 |
|
MH |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
294 |
|
|
|
294 |
|
|
|
80.3 |
% |
|
|
79.3 |
% |
|
|
|
|
|
$ |
5,293 |
|
|
$ |
4,991 |
|
Hacienda de Valencia |
|
201 S. Greenfield Rd. |
|
Mesa |
|
AZ |
|
85206 |
|
MH |
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
365 |
|
|
|
365 |
|
|
|
90.4 |
% |
|
|
81.9 |
% |
|
|
|
|
|
$ |
5,497 |
|
|
$ |
5,205 |
|
Monte Vista |
|
8865 E. Baseline Road |
|
Mesa |
|
AZ |
|
85209 |
|
RV |
|
|
142 |
|
|
|
56 |
|
|
|
515 |
|
|
|
832 |
|
|
|
771 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
5,296 |
|
|
$ |
4,957 |
|
The Highlands at Brentwood |
|
120 North Val Vista Drive |
|
Mesa |
|
AZ |
|
85213 |
|
MH |
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
273 |
|
|
|
273 |
|
|
|
97.8 |
% |
|
|
92.3 |
% |
|
|
|
|
|
$ |
6,559 |
|
|
$ |
6,291 |
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Annual Sites |
|
Annual Site |
|
Annual Site |
|
|
|
|
|
Annual |
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
Acres |
|
Developable |
|
Expansion |
|
Sites as of |
|
as of |
|
Occupancy as |
|
Occupancy as |
|
|
|
|
|
Rent as of |
|
Rent as of |
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
(c) |
|
Acres (d) |
|
Sites (e) |
|
12/31/06 |
|
12/31/06 |
|
of 12/31/06 |
|
of 12/31/05 |
|
|
|
|
|
12/31/06 |
|
12/31/05 |
|
Seyenna Vistas |
|
625 West McKellips |
|
Mesa |
|
AZ |
|
85201 |
|
MH |
|
|
60 |
|
|
|
4 |
|
|
|
|
|
|
|
410 |
|
|
|
410 |
|
|
|
56.1 |
% |
|
|
56.3 |
% |
|
|
|
|
|
$ |
5,084 |
|
|
$ |
5,046 |
|
Viewpoint |
|
8700 E. University |
|
Mesa |
|
AZ |
|
85207 |
|
RV |
|
|
332 |
|
|
|
55 |
|
|
|
467 |
|
|
|
1,952 |
|
|
|
1,494 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
4,278 |
|
|
$ |
4,050 |
|
Casa del Sol West I |
|
11411 N. 91st Avenue |
|
Peoria |
|
AZ |
|
85345 |
|
MH |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
245 |
|
|
|
245 |
|
|
|
87.8 |
% |
|
|
83.3 |
% |
|
|
|
|
|
$ |
6,309 |
|
|
$ |
5,989 |
|
Apollo Village |
|
10701 N. 99th Ave. |
|
Peoria |
|
AZ |
|
85345 |
|
MH |
|
|
29 |
|
|
|
3 |
|
|
|
|
|
|
|
236 |
|
|
|
236 |
|
|
|
85.6 |
% |
|
|
80.9 |
% |
|
|
(b |
) |
|
$ |
5,369 |
|
|
$ |
5,243 |
|
Carefree Manor |
|
19602 N. 32nd Street |
|
Phoenix |
|
AZ |
|
85050 |
|
MH |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
128 |
|
|
|
128 |
|
|
|
78.9 |
% |
|
|
74.2 |
% |
|
|
|
|
|
$ |
4,601 |
|
|
$ |
4,462 |
|
Central Park |
|
205 West Bell Road |
|
Phoenix |
|
AZ |
|
85023 |
|
MH |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
293 |
|
|
|
293 |
|
|
|
88.1 |
% |
|
|
85.7 |
% |
|
|
|
|
|
$ |
5,623 |
|
|
$ |
5,438 |
|
Desert Skies |
|
19802 N. 32 Street |
|
Phoenix |
|
AZ |
|
85024 |
|
MH |
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
165 |
|
|
|
165 |
|
|
|
98.2 |
% |
|
|
97.0 |
% |
|
|
|
|
|
$ |
4,864 |
|
|
$ |
4,621 |
|
Sunrise Heights |
|
17801 North 16th Street |
|
Phoenix |
|
AZ |
|
85022 |
|
MH |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
199 |
|
|
|
199 |
|
|
|
84.4 |
% |
|
|
77.4 |
% |
|
|
|
|
|
$ |
5,532 |
|
|
$ |
5,241 |
|
Whispering Palms |
|
19225 N. Cave Creek Rd. |
|
Phoenix |
|
AZ |
|
85024 |
|
MH |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
116 |
|
|
|
116 |
|
|
|
94.0 |
% |
|
|
96.6 |
% |
|
|
|
|
|
$ |
4,234 |
|
|
$ |
4,127 |
|
Sedona Shadows |
|
6770 W. U.S. Hwy 89A |
|
Sedona |
|
AZ |
|
86336 |
|
MH |
|
|
48 |
|
|
|
6 |
|
|
|
10 |
|
|
|
198 |
|
|
|
198 |
|
|
|
100.0 |
% |
|
|
97.0 |
% |
|
|
|
|
|
$ |
6,316 |
|
|
$ |
5,696 |
|
Venture In |
|
270 N. Clark Rd. |
|
Show Low |
|
AZ |
|
85901 |
|
RV |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
389 |
|
|
|
265 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
(a |
) |
|
$ |
2,511 |
|
|
|
|
|
Paradise |
|
10950 W. Union Hill Drive |
|
Sun City |
|
AZ |
|
85373 |
|
RV |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
950 |
|
|
|
830 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
3,623 |
|
|
$ |
3,385 |
|
The Meadows |
|
2401 W. Southern Ave. |
|
Tempe |
|
AZ |
|
85282 |
|
MH |
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
391 |
|
|
|
391 |
|
|
|
85.2 |
% |
|
|
78.8 |
% |
|
|
|
|
|
$ |
5,989 |
|
|
$ |
5,822 |
|
Fairview Manor |
|
3115 N. Fairview Avenue |
|
Tucson |
|
AZ |
|
85705 |
|
MH |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
235 |
|
|
|
235 |
|
|
|
75.7 |
% |
|
|
77.4 |
% |
|
|
|
|
|
$ |
4,506 |
|
|
$ |
4,392 |
|
Araby |
|
6649 E. 32nd. St. |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
337 |
|
|
|
286 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
2,686 |
|
|
$ |
2,604 |
|
Cactus Gardens |
|
10657 S. Ave. 9-E |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
430 |
|
|
|
276 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
1,798 |
|
|
$ |
1,775 |
|
Capri RV |
|
3380 South 4th Ave |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
303 |
|
|
|
221 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
(a |
) |
|
$ |
2,560 |
|
|
|
|
|
Desert Paradise |
|
10537 South Ave., 9E |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
260 |
|
|
|
123 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
1,859 |
|
|
$ |
1,800 |
|
Foothill |
|
12705 E. South Frontage Rd. |
|
Yuma |
|
AZ |
|
85367 |
|
RV |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
180 |
|
|
|
66 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
1,908 |
|
|
$ |
1,860 |
|
Suni Sands |
|
1960 East 32nd Street |
|
Yuma |
|
AZ |
|
85365 |
|
RV |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
336 |
|
|
|
180 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
$ |
2,217 |
|
|
$ |
2,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Arizona Market |
|
|
|
|
|
|
|
|
|
|
|
|
1,501 |
|
|
|
124 |
|
|
|
992 |
|
|
|
12,028 |
|
|
|
9,627 |
|
|
|
92.5 |
% |
|
|
89.1 |
% |
|
|
|
|
|
$ |
4,190 |
|
|
$ |
4,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colorado |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hillcrest Village |
|
1600 Sable Boulevard |
|
Aurora |
|
CO |
|
80011 |
|
MH |
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
601 |
|
|
|
601 |
|
|
|
74.2 |
% |
|
|
75.5 |
% |
|
|
|
|
|
$ |
6,477 |
|
|
$ |
6,247 |
|
Cimarron |
|
12205 North Perry |
|
Broomfield |
|
CO |
|
80020 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
327 |
|
|
|
327 |
|
|
|
85.3 |
% |
|
|
87.5 |
% |
|
|
|
|
|
$ |
6,142 |
|
|
$ |
5,945 |
|
Holiday Village |
|
3405 Sinton Road |
|
Co. Springs |
|
CO |
|
80907 |
|
MH |
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
240 |
|
|
|
240 |
|
|
|
78.8 |
% |
|
|
82.5 |
% |
|
|
|
|
|
$ |
6,468 |
|
|
$ |
6,173 |
|
Bear Creek |
|
3500 South King Street |
|
Denver |
|
CO |
|
80236 |
|
MH |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
122 |
|
|
|
94.3 |
% |
|
|
92.6 |
% |
|
|
|
|
|
$ |
6,173 |
|
|
$ |
6,110 |
|
Holiday Hills |
|
2000 West 92nd Avenue |
|
Denver |
|
CO |
|
80260 |
|
MH |
|
|
99 |
|
|
|
|
|
|
|
|
|
|
|
735 |
|
|
|
735 |
|
|
|
86.1 |
% |
|
|
85.4 |
% |
|
|
|
|
|
$ |
6,145 |
|
|
$ |
6,053 |
|
Golden Terrace |
|
17601 West Colfax Ave. |
|
Golden |
|
CO |
|
80401 |
|
MH |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
265 |
|
|
|
265 |
|
|
|
84.9 |
% |
|
|
86.4 |
% |
|
|
|
|
|
$ |
6,667 |
|
|
$ |
6,536 |
|
Golden Terrace South |
|
17601 West Colfax Ave. |
|
Golden |
|
CO |
|
80401 |
|
MH |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
80 |
|
|
|
80 |
|
|
|
70.0 |
% |
|
|
76.3 |
% |
|
|
|
|
|
$ |
6,506 |
|
|
$ |
6,322 |
|
Golden Terrace South RV |
|
17801 West Colfax Ave. |
|
Golden |
|
CO |
|
80401 |
|
RV |
|
|
|
(f) |
|
|
|
|
|
|
|
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Golden Terrace West |
|
17601 West Colfax Ave. |
|
Golden |
|
CO |
|
80401 |
|
MH |
|
|
39 |
|
|
|
7 |
|
|
|
|
|
|
|
316 |
|
|
|
316 |
|
|
|
82.9 |
% |
|
|
86.1 |
% |
|
|
|
|
|
$ |
6,556 |
|
|
$ |
6,551 |
|
Pueblo Grande |
|
999 Fortino Blvd. West |
|
Pueblo |
|
CO |
|
81008 |
|
MH |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
251 |
|
|
|
251 |
|
|
|
90.0 |
% |
|
|
92.4 |
% |
|
|
|
|
|
$ |
3,899 |
|
|
$ |
3,876 |
|
Woodland Hills |
|
1500 W. Thornton Pkwy. |
|
Thornton |
|
CO |
|
80260 |
|
MH |
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
434 |
|
|
|
434 |
|
|
|
82.9 |
% |
|
|
82.5 |
% |
|
|
|
|
|
$ |
5,523 |
|
|
$ |
5,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Colorado Market |
|
|
|
|
|
|
|
|
|
|
|
|
445 |
|
|
|
7 |
|
|
|
0 |
|
|
|
3,451 |
|
|
|
3,371 |
|
|
|
82.9 |
% |
|
|
84.7 |
% |
|
|
|
|
|
$ |
6,056 |
|
|
$ |
5,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Annual |
|
Annual Site |
|
Annual Site |
|
Annual |
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
Acres |
|
Developable |
|
Expansion |
|
Sites as of |
|
Sites as of |
|
Occupancy as |
|
Occupancy as |
|
Rent as of |
|
Rent as of |
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
(c) |
|
Acres (d) |
|
Sites (e) |
|
12/31/06 |
|
12/31/06 |
|
of 12/31/06 |
|
of 12/31/05 |
|
12/31/06 |
|
12/31/05 |
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waterford |
|
205 Joan Drive |
|
Bear |
|
DE |
|
19701 |
|
MH |
|
|
159 |
|
|
|
|
|
|
|
|
|
|
|
731 |
|
|
|
731 |
|
|
|
94.7 |
% |
|
|
94.7 |
%(b) |
|
$ |
5,663 |
|
|
$ |
5,433 |
|
Whispering Pines |
|
32045 Janice Road |
|
Lewes |
|
DE |
|
19958 |
|
MH |
|
|
67 |
|
|
|
3 |
|
|
|
|
|
|
|
392 |
|
|
|
392 |
|
|
|
86.7 |
% |
|
|
86.7 |
% |
|
$ |
4,205 |
|
|
$ |
4,033 |
|
Mariners Cove |
|
35356 Sussex Lane #1 |
|
Millsboro |
|
DE |
|
19966 |
|
MH |
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
376 |
|
|
|
376 |
|
|
|
94.7 |
% |
|
|
94.1 |
%(b) |
|
$ |
6,534 |
|
|
$ |
6,270 |
|
Aspen Meadows |
|
303 Palace Lane |
|
Rehoboth |
|
DE |
|
19971 |
|
MH |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
200 |
|
|
|
200 |
|
|
|
100.0 |
% |
|
|
99.5 |
% |
|
$ |
4,757 |
|
|
$ |
4,497 |
|
Camelot Meadows |
|
303 Palace Lane |
|
Rehoboth |
|
DE |
|
19971 |
|
MH |
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
301 |
|
|
|
301 |
|
|
|
99.0 |
% |
|
|
97.7 |
% |
|
$ |
4,412 |
|
|
$ |
4,164 |
|
McNicol |
|
303 Palace Lane |
|
Rehoboth |
|
DE |
|
19971 |
|
MH |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
93 |
|
|
|
93 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,215 |
|
|
$ |
3,991 |
|
Sweetbriar |
|
83 Big Burn Lane |
|
Rehoboth |
|
DE |
|
19958 |
|
MH |
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
146 |
|
|
|
146 |
|
|
|
97.3 |
% |
|
|
97.9 |
% |
|
$ |
4,335 |
|
|
$ |
4,090 |
|
Old Chatham RV |
|
310 Old Chatham Road |
|
South Dennis |
|
MA |
|
02660 |
|
RV |
|
|
47 |
|
|
|
11 |
|
|
|
|
|
|
|
312 |
|
|
|
279 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,055 |
|
|
$ |
2,926 |
|
Pinehurst RV Park |
|
7 Oregon Avenue, P.O. Box 174 |
|
Old Orchard Beach |
|
ME |
|
04064 |
|
RV |
|
|
58 |
|
|
|
|
|
|
|
|
|
|
|
550 |
|
|
|
523 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,403 |
|
|
$ |
2,317 |
|
Scenic |
|
1314 Tunnel Rd. |
|
Asheville |
|
NC |
|
28805 |
|
MH |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
205 |
|
|
|
205 |
|
|
|
79.5 |
% |
|
|
|
(a) |
|
$ |
3,261 |
|
|
|
|
|
Waterway RV |
|
850 Cedar Point Blvd. |
|
Cedar Point |
|
NC |
|
28584 |
|
RV |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
336 |
|
|
|
331 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,755 |
|
|
$ |
2,602 |
|
Twin Lakes |
|
1618 Memory Lane |
|
Chocowinity |
|
NC |
|
27817 |
|
RV |
|
|
132 |
|
|
|
14 |
|
|
|
54 |
|
|
|
400 |
|
|
|
300 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,255 |
|
|
$ |
2,215 |
|
Lake Myers RV |
|
2862 US Highway 64 West |
|
Mocksville |
|
NC |
|
27028 |
|
RV |
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
425 |
|
|
|
313 |
|
|
|
100.0 |
% |
|
|
|
(a) |
|
$ |
2,004 |
|
|
|
|
|
Goose Creek |
|
350 Red Barn Road |
|
Newport |
|
NC |
|
28570 |
|
RV |
|
|
92 |
|
|
|
10 |
|
|
|
92 |
|
|
|
598 |
|
|
|
571 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,842 |
|
|
$ |
2,775 |
|
Sandy Beach RV |
|
677 Clement Hill Road |
|
Contoocook |
|
NH |
|
03229 |
|
RV |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
190 |
|
|
|
141 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,870 |
|
|
$ |
2,709 |
|
Alpine Lake |
|
78 Heath Road |
|
Corinth |
|
NY |
|
12822 |
|
RV |
|
|
200 |
|
|
|
54 |
|
|
|
|
|
|
|
500 |
|
|
|
190 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,391 |
|
|
$ |
2,339 |
|
Lake George Escape |
|
175 E. Schroon River Road, P.O. Box 431 |
|
Lake George |
|
NY |
|
12845 |
|
RV |
|
|
178 |
|
|
|
30 |
|
|
|
|
|
|
|
576 |
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
|
$ |
6,097 |
|
|
|
|
|
Greenwood Village |
|
370 Chapman Boulevard |
|
Manorville |
|
NY |
|
11949 |
|
MH |
|
|
79 |
|
|
|
14 |
|
|
|
7 |
|
|
|
512 |
|
|
|
512 |
|
|
|
99.8 |
% |
|
|
100.0 |
% |
|
$ |
6,189 |
|
|
$ |
5,789 |
|
Brennan Beach |
|
80 Brennan Beach |
|
Pulaski |
|
NY |
|
13142 |
|
RV |
|
|
201 |
|
|
|
|
|
|
|
|
|
|
|
1,377 |
|
|
|
1,141 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,605 |
|
|
$ |
1,525 |
|
Green Acres |
|
8785 Turkey Ridge Road |
|
Breinigsville |
|
PA |
|
18031 |
|
MH |
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
595 |
|
|
|
595 |
|
|
|
93.6 |
% |
|
|
93.3 |
% |
|
$ |
5,871 |
|
|
$ |
5,852 |
|
Appalachian |
|
60 Motel Drive |
|
Shartlesville |
|
PA |
|
19554 |
|
RV |
|
|
86 |
|
|
|
30 |
|
|
|
200 |
|
|
|
357 |
|
|
|
180 |
|
|
|
100.0 |
% |
|
|
|
(a) |
|
$ |
2,561 |
|
|
|
|
|
Spring Gulch |
|
475 Lynch Road |
|
New Holland |
|
PA |
|
17557 |
|
RV |
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
420 |
|
|
|
60 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
3,571 |
|
|
$ |
3,421 |
|
Inlet Oaks |
|
5350 Highway 17 |
|
Murrells Inlet |
|
SC |
|
29576 |
|
MH |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
178 |
|
|
|
178 |
|
|
|
94.4 |
% |
|
|
|
(a) |
|
$ |
3,348 |
|
|
|
|
|
Meadows of Chantilly |
|
4200 Airline Parkway |
|
Chantilly |
|
VA |
|
22021 |
|
MH |
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
500 |
|
|
|
91.4 |
% |
|
|
92.4 |
% |
|
$ |
8,850 |
|
|
$ |
8,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Northest Market |
|
|
|
|
|
|
|
|
|
|
|
|
2,119 |
|
|
|
166 |
|
|
|
353 |
|
|
|
10,270 |
|
|
|
8,264 |
|
|
|
97.1 |
% |
|
|
97.7 |
% |
|
$ |
3,911 |
|
|
$ |
3,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holiday Village |
|
3700 28th Street |
|
Sioux City |
|
IA |
|
51105 |
|
MH |
|
|
160 |
|
|
|
|
|
|
|
|
|
|
|
519 |
|
|
|
519 |
|
|
|
49.5 |
% |
|
|
51.3 |
% |
|
$ |
3,232 |
|
|
$ |
3,171 |
|
OConnells |
|
970 Green Wing Road |
|
Amboy |
|
IL |
|
61310 |
|
RV |
|
|
286 |
|
|
|
100 |
|
|
|
600 |
|
|
|
668 |
|
|
|
343 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,375 |
|
|
$ |
2,245 |
|
Willow Lake Estates |
|
161 West River Road |
|
Elgin |
|
IL |
|
60123 |
|
MH |
|
|
111 |
|
|
|
|
|
|
|
|
|
|
|
617 |
|
|
|
617 |
|
|
|
75.4 |
% |
|
|
77.6 |
% |
|
$ |
9,082 |
|
|
$ |
8,919 |
|
Golf Vista Estates |
|
25807 Firestone Drive |
|
Monee |
|
IL |
|
60449 |
|
MH |
|
|
144 |
|
|
|
4 |
|
|
|
|
|
|
|
408 |
|
|
|
408 |
|
|
|
99.0 |
% |
|
|
98.0% |
(b) |
|
$ |
6,309 |
|
|
$ |
5,981 |
|
Twin Mills RV |
|
1675 W SR 120 |
|
Howe |
|
IN |
|
46746 |
|
RV |
|
|
137 |
|
|
|
5 |
|
|
|
50 |
|
|
|
501 |
|
|
|
258 |
|
|
|
100.0 |
% |
|
|
|
(a) |
|
$ |
1,812 |
|
|
|
|
|
Lakeside |
|
7089 N. Chicago Road |
|
New Carlisle |
|
IN |
|
46552 |
|
RV |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
95 |
|
|
|
65 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,958 |
|
|
$ |
1,714 |
|
Oak Tree Village |
|
254 Sandalwood Ave. |
|
Portage |
|
IN |
|
46368 |
|
MH |
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
361 |
|
|
|
361 |
|
|
|
74.2 |
% |
|
|
76.5 |
% |
|
$ |
4,616 |
|
|
$ |
4,443 |
|
Creekside |
|
5100 Clyde Pk. Ave. SW |
|
Wyoming |
|
MI |
|
49509 |
|
MH |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
165 |
|
|
|
165 |
|
|
|
67.3 |
% |
|
|
75.8 |
% |
|
$ |
5,219 |
|
|
$ |
4,920 |
|
Caledonia |
|
8425 Hwy 38 |
|
Caledonia |
|
WI |
|
53108 |
|
RV |
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fremont |
|
E. 6506 Highway 110 |
|
Fremont |
|
WI |
|
54940 |
|
RV |
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
325 |
|
|
|
45 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,495 |
|
|
$ |
2,130 |
|
Yukon Trails |
|
N2330 Co Rd. HH |
|
Lyndon Station |
|
WI |
|
53944 |
|
RV |
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
214 |
|
|
|
124 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,448 |
|
|
|
|
|
Tranquil Timbers |
|
3668 Grondin Road |
|
Sturgeon Bay |
|
WI |
|
54235 |
|
RV |
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
270 |
|
|
|
107 |
|
|
|
100.0 |
% |
|
|
|
(a) |
|
$ |
1,569 |
|
|
|
|
|
Arrowhead |
|
W1530 Arrowhead Road |
|
Wisconsin Dells |
|
WI |
|
53965 |
|
RV |
|
|
166 |
|
|
|
40 |
|
|
|
200 |
|
|
|
377 |
|
|
|
134 |
|
|
|
100.0 |
% |
|
|
|
(a) |
|
$ |
1,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Midwest Market |
|
|
|
|
|
|
|
|
|
|
|
|
1,571 |
|
|
|
149 |
|
|
|
850 |
|
|
|
4,767 |
|
|
|
3,146 |
|
|
|
88.8 |
% |
|
|
86.6 |
% |
|
$ |
3,461 |
|
|
$ |
4,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Annual Sites |
|
Annual Site |
|
Annual Site |
|
Annual |
|
Annual |
|
|
|
|
|
|
|
|
|
|
|
|
Acres |
|
Developable |
|
Expansion |
|
Sites as of |
|
as of |
|
Occupancy as |
|
Occupancy as |
|
Rent as of |
|
Rent as of |
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
MH/RV |
|
(c) |
|
Acres (d) |
|
Sites (e) |
|
12/31/06 |
|
12/31/06 |
|
of 12/31/06 |
|
of 12/31/05 |
|
12/31/06 |
|
12/31/05 |
|
|
|
Nevada, Utah, New Mexico |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Del Rey |
|
7311 Louisiana N.E. |
|
Albuquerque |
|
NM |
|
87109 |
|
MH |
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
407 |
|
|
|
407 |
|
|
|
11.5 |
% |
|
|
21.9 |
% |
|
$ |
4,812 |
|
|
$ |
4,759 |
|
Bonanza |
|
3700 East Stewart Ave |
|
Las Vegas |
|
NV |
|
89110 |
|
MH |
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
353 |
|
|
|
353 |
|
|
|
65.2 |
% |
|
|
64.3 |
% |
|
$ |
6,310 |
|
|
$ |
6,293 |
|
Boulder Cascade |
|
1601 South Sandhill Rd |
|
Las Vegas |
|
NV |
|
89104 |
|
MH |
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
299 |
|
|
|
299 |
|
|
|
80.6 |
% |
|
|
77.6 |
% |
|
$ |
5,975 |
|
|
$ |
5,741 |
|
Cabana |
|
5303 East Twain |
|
Las Vegas |
|
NV |
|
89122 |
|
MH |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
263 |
|
|
|
263 |
|
|
|
99.2 |
% |
|
|
96.6 |
% |
|
$ |
6,107 |
|
|
$ |
5,921 |
|
Flamingo West |
|
8122 West Flamingo Rd. |
|
Las Vegas |
|
NV |
|
89147 |
|
MH |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
258 |
|
|
|
100.0 |
% |
|
|
99.6 |
% |
|
$ |
6,654 |
|
|
$ |
6,381 |
|
Villa Borega |
|
1111 N. Lamb Boulevard |
|
Las Vegas |
|
NV |
|
89110 |
|
MH |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
293 |
|
|
|
293 |
|
|
|
86.0 |
% |
|
|
82.9 |
% |
|
$ |
6,171 |
|
|
$ |
5,906 |
|
Westwood Village |
|
1111 N. 2000 West |
|
Farr West |
|
UT |
|
84404 |
|
MH |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
314 |
|
|
|
314 |
|
|
|
93.3 |
% |
|
|
92.4 |
%(b) |
|
$ |
3,874 |
|
|
$ |
3,719 |
|
All Seasons |
|
290 N. Redwood Rd |
|
Salt Lake City |
|
UT |
|
84116 |
|
MH |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
121 |
|
|
|
121 |
|
|
|
83.5 |
% |
|
|
86.8 |
% |
|
$ |
4,949 |
|
|
$ |
4,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Nevada, Utah, New
Mexico Market |
|
|
|
|
|
|
|
|
|
|
|
|
320 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2,308 |
|
|
|
2,308 |
|
|
|
77.4 |
% |
|
|
77.8 |
% |
|
$ |
5,606 |
|
|
$ |
5,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casa Village |
|
14 Goldust Dr |
|
Billings |
|
MT |
|
59102 |
|
MH |
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
490 |
|
|
|
490 |
|
|
|
74.7 |
% |
|
|
74.1 |
% |
|
$ |
3,934 |
|
|
$ |
3,879 |
|
Mt. Hood |
|
65000 E Highway 26 |
|
Welches |
|
OR |
|
97067 |
|
RV |
|
|
115 |
|
|
|
30 |
|
|
|
202 |
|
|
|
436 |
|
|
|
61 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
4,570 |
|
|
$ |
4,279 |
|
Shadowbrook |
|
13640 S.E. Hwy 212 |
|
Clackamas |
|
OR |
|
97015 |
|
MH |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
156 |
|
|
|
156 |
|
|
|
97.4 |
% |
|
|
97.4 |
% |
|
$ |
6,789 |
|
|
$ |
6,321 |
|
Falcon Wood Village |
|
1475 Green Acres Road |
|
Eugene |
|
OR |
|
97408 |
|
MH |
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
183 |
|
|
|
183 |
|
|
|
84.2 |
% |
|
|
86.9 |
% |
|
$ |
5,371 |
|
|
$ |
5,129 |
|
Quail Hollow |
|
2100 N.E. Sandy Blvd. |
|
Fairview |
|
OR |
|
97024 |
|
MH |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
137 |
|
|
|
137 |
|
|
|
94.2 |
% |
|
|
94.2 |
% |
|
$ |
6,668 |
|
|
$ |
6,570 |
|
Kloshe Illahee |
|
2500 S. 370th Street |
|
Federal Way |
|
WA |
|
98003 |
|
MH |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
258 |
|
|
|
258 |
|
|
|
97.7 |
% |
|
|
95.3 |
% |
|
$ |
8,112 |
|
|
$ |
7,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Northwest Market |
|
|
|
|
|
|
|
|
|
|
|
|
293 |
|
|
|
30 |
|
|
|
202 |
|
|
|
1,660 |
|
|
|
1,285 |
|
|
|
91.4 |
% |
|
|
91.3 |
% |
|
$ |
5,907 |
|
|
$ |
5,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lakewood |
|
4525 Graham Road |
|
Harlingen |
|
TX |
|
78552 |
|
RV |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
301 |
|
|
|
108 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,821 |
|
|
$ |
1,764 |
|
Paradise Park RV |
|
1201 N. Expressway 77 |
|
Harlingen |
|
TX |
|
78552 |
|
RV |
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
563 |
|
|
|
304 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,728 |
|
|
$ |
2,616 |
|
Sunshine RV |
|
1900 Grace Avenue |
|
Harlingen |
|
TX |
|
78550 |
|
RV |
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
1,027 |
|
|
|
409 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,160 |
|
|
$ |
2,097 |
|
Paradise South |
|
9909 N. Mile 2 West Rd. |
|
Mercedes |
|
TX |
|
78570 |
|
RV |
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
493 |
|
|
|
170 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
1,904 |
|
|
$ |
1,837 |
|
Fun n Sun RV |
|
1400 Zillock Rd |
|
San Benito |
|
TX |
|
78586 |
|
RV |
|
|
135 |
|
|
|
40 |
|
|
|
|
|
|
|
1,435 |
|
|
|
625 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,633 |
|
|
$ |
2,568 |
|
Southern Comfort |
|
1501 South Airport Drive |
|
Weslaco |
|
TX |
|
78596 |
|
RV |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
403 |
|
|
|
336 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,403 |
|
|
$ |
2,344 |
|
Tropic Winds |
|
1501 N Loop 499 |
|
Harlingen |
|
TX |
|
78550 |
|
RV |
|
|
112 |
|
|
|
74 |
|
|
|
|
|
|
|
531 |
|
|
|
83 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,635 |
|
|
$ |
2,691 |
|
Country Sunshine |
|
1601 South Airport Road |
|
Weslaco |
|
TX |
|
78596 |
|
RV |
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
390 |
|
|
|
199 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,365 |
|
|
$ |
2,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Texas Market |
|
|
|
|
|
|
|
|
|
|
|
|
547 |
|
|
|
114 |
|
|
|
0 |
|
|
|
5,143 |
|
|
|
2,234 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
2,331 |
|
|
$ |
2,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total All Markets |
|
|
|
|
|
|
|
|
|
|
|
|
14,828 |
|
|
|
1,064 |
|
|
|
4,203 |
|
|
|
81,402 |
|
|
|
64,689 |
|
|
|
90.9 |
% |
|
|
90.6 |
% |
|
$ |
5,001 |
|
|
$ |
4,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Represents Properties acquired in 2006. |
|
(b) |
|
The process of filling Expansion Sites at these Properties is ongoing. A decrease in occupancy may reflect development of additional Expansion Sites. |
|
(c) |
|
Acres are approximate. Acreage for some recent acquisitions was estimated based upon 10 sites per acre. |
|
(d) |
|
Acres are approximate. There can be no assurance that developable acres will be developed. Development is contingent on many factors including, but not limited to, cost, ability to subdivide,
accessibility, infrastructure needs, zoning, entitlement and topography. |
|
(e) |
|
Expansion sites are approximate and only represent sites that could be developed and is further dependent upon necessary approvals. Certain Properties with expansion sites noted may have vacancy and
therefore, expansion sites may not be added. |
|
(f) |
|
Acres for this RV park are included in the acres for the adjacent manufactured home community listed directly above this Property.
|
18
The following table sets forth certain information relating to membership campground Properties owned as of December 31, 2006 and leased to Privileged Access.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Sites as |
|
|
|
|
|
|
|
|
|
|
|
|
Acres |
|
Developable |
|
Expansion |
|
of |
Property |
|
Address |
|
City |
|
State |
|
ZIP |
|
(b) |
|
Acres (c) |
|
Sites (d) |
|
12/31/06 |
|
Hidden Cove Outdoor Resort |
|
687 Country Road 3916 |
|
Arley |
|
AL |
|
|
35541 |
|
|
|
81 |
|
|
|
60 |
|
|
|
200 |
|
|
|
79 |
(a) |
Verde Valley |
|
6400 Thousand Trails Rd, SP # 16 |
|
Cottonwood |
|
AZ |
|
|
86326 |
|
|
|
273 |
|
|
|
160 |
|
|
|
600 |
|
|
|
352 |
|
Cultus Lake (Canada) |
|
1855 Columbia Valley Hwy |
|
Lindell Beach |
|
BC |
|
|
V2R 4W6 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
178 |
|
Idyllwild |
|
24400 Canyon Trail Drive |
|
Idyllwild |
|
CA |
|
|
92549 |
|
|
|
191 |
|
|
|
52 |
|
|
|
120 |
|
|
|
287 |
|
Lake Minden |
|
1256 Marcum Rd |
|
Nicolaus |
|
CA |
|
|
95659 |
|
|
|
165 |
|
|
|
82 |
|
|
|
342 |
|
|
|
323 |
|
Lake of the Springs |
|
14152 French Town Rd |
|
Oregon House |
|
CA |
|
|
95962 |
|
|
|
954 |
|
|
|
507 |
|
|
|
|
|
|
|
541 |
|
Morgan Hill |
|
12895 Uvas Rd |
|
Morgan Hill |
|
CA |
|
|
95037 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
339 |
|
Oakzanita |
|
11053 Highway 79 |
|
Descanso |
|
CA |
|
|
91916 |
|
|
|
145 |
|
|
|
102 |
|
|
|
|
|
|
|
146 |
|
Palm Springs |
|
77500 Varner Rd |
|
Palm Desert |
|
CA |
|
|
92211 |
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
401 |
|
Pio Pico |
|
14615 Otay Lakes Rd |
|
Jamul |
|
CA |
|
|
91935 |
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
512 |
|
Ponderosa |
|
7291 Highway 49 |
|
Lotus |
|
CA |
|
|
95651 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
170 |
(a) |
Rancho Oso |
|
3750 Paradise Rd |
|
Santa Barbara |
|
CA |
|
|
93105 |
|
|
|
310 |
|
|
|
78 |
|
|
|
|
|
|
|
187 |
|
Russian River |
|
33655 Geysers Rd |
|
Cloverdale |
|
CA |
|
|
95425 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
135 |
|
San Benito |
|
16225 Cienega Rd |
|
Paicines |
|
CA |
|
|
95043 |
|
|
|
199 |
|
|
|
35 |
|
|
|
|
|
|
|
523 |
|
Snowflower |
|
41776 Yuba Gap Dr |
|
Emigrant Gap |
|
CA |
|
|
95715 |
|
|
|
551 |
|
|
|
200 |
|
|
|
|
|
|
|
268 |
|
Soledad Canyon |
|
4700 Crown Valley Rd |
|
Acton |
|
CA |
|
|
93510 |
|
|
|
273 |
|
|
|
|
|
|
|
|
|
|
|
1,251 |
|
Turtle Beach |
|
703 E Williamson Rd |
|
Manteca |
|
CA |
|
|
95337 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
79 |
|
Wilderness Lakes |
|
30605 Briggs Rd |
|
Menifee |
|
CA |
|
|
92584 |
|
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
529 |
|
Yosemite Lakes |
|
31191 Harden Flat Rd |
|
Groveland |
|
CA |
|
|
95321 |
|
|
|
403 |
|
|
|
50 |
|
|
|
160 |
|
|
|
299 |
|
Orlando |
|
2110 US Highway 27 S |
|
Clermont |
|
FL |
|
|
34714 |
|
|
|
270 |
|
|
|
34 |
|
|
|
|
|
|
|
850 |
|
Peace |
|
2555 US Highway 17 |
|
South Wauchula |
|
FL |
|
|
33873 |
|
|
|
72 |
|
|
|
38 |
|
|
|
|
|
|
|
454 |
(a) |
Three Flags RV Resort |
|
1755 E State Rd 44 |
|
Wildwood |
|
FL |
|
|
34785 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
221 |
(a) |
Pine Country |
|
5710 Shattuck Road |
|
Belvidere |
|
IL |
|
|
61008 |
|
|
|
131 |
|
|
|
|
|
|
|
|
|
|
|
126 |
(a) |
Horsehoe Lakes |
|
12962 S. 225 W. |
|
Clinton |
|
IN |
|
|
47842 |
|
|
|
289 |
|
|
|
96 |
|
|
|
96 |
|
|
|
123 |
|
Indian Lakes |
|
7234 E. SR Highway 46 |
|
Batesville |
|
IN |
|
|
47006 |
|
|
|
545 |
|
|
|
159 |
|
|
|
318 |
|
|
|
1,000 |
|
Diamond Caverns Resort |
|
1878 Mammoth Cave Pkwy |
|
Park City |
|
KY |
|
|
42160 |
|
|
|
714 |
|
|
|
368 |
|
|
|
469 |
|
|
|
220 |
(a) |
Gateway to Cape Cod |
|
90 Stevens Rd PO Box 217 |
|
Rochester |
|
MA |
|
|
02770 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
194 |
(a) |
Sturbridge |
|
19 Mashapaug Rd |
|
Sturbridge |
|
MA |
|
|
01566 |
|
|
|
223 |
|
|
|
|
|
|
|
|
|
|
|
155 |
(a) |
Moody Beach |
|
266 Post Road |
|
Moody |
|
ME |
|
|
04054 |
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
203 |
(a) |
Bear Cave Resort |
|
4085 N. Red Bud Trail |
|
Buchanan |
|
MI |
|
|
49107 |
|
|
|
26 |
|
|
|
10 |
|
|
|
|
|
|
|
136 |
(a) |
Saint Claire |
|
1299 Wadhams Rd |
|
Saint Claire |
|
MI |
|
|
48079 |
|
|
|
210 |
|
|
|
100 |
|
|
|
|
|
|
|
229 |
|
Forest Lake |
|
192 Thousand Trails Dr |
|
Advance |
|
NC |
|
|
27006 |
|
|
|
306 |
|
|
|
160 |
|
|
|
|
|
|
|
305 |
|
Green Mountain Park |
|
2495 Dimmette Rd |
|
Lenoir |
|
NC |
|
|
28645 |
|
|
|
1077 |
|
|
|
400 |
|
|
|
360 |
|
|
|
447 |
(a) |
Lake Gaston |
|
561 Fleming Dairy Road |
|
Littleton |
|
NC |
|
|
27850 |
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
235 |
(a) |
Chestnut Lake |
|
631 Chestnut Neck Rd |
|
Port Republic |
|
NJ |
|
|
08241 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
185 |
|
Lake & Shore |
|
545 Corson Tavern Rd |
|
Ocean View |
|
NJ |
|
|
08230 |
|
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|
162 |
|
|
|
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|
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|
401 |
(a) |
Sea Pines |
|
US Route #9 Box 1535 |
|
Swainton |
|
NJ |
|
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08210 |
|
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75 |
|
|
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|
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549 |
(a) |
Las Vegas |
|
4295 Boulder Highway |
|
Las Vegas |
|
NV |
|
|
89121 |
|
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|
11 |
|
|
|
|
|
|
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|
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217 |
|
Rondout Valley Resort |
|
105 Mettachonts Rd |
|
Accord |
|
NY |
|
|
12404 |
|
|
|
184 |
|
|
|
121 |
|
|
|
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|
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398 |
(a) |
Kenisee Lake |
|
2021 Mill creek Rd |
|
Jefferson |
|
OH |
|
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44047 |
|
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143 |
|
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|
50 |
|
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|
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119 |
|
Wilmington |
|
1786 S.R. 380 |
|
Wilmington |
|
OH |
|
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45177 |
|
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|
109 |
|
|
|
41 |
|
|
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|
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169 |
|
Pacific City |
|
30000 Sandlake Rd |
|
Cloverdale |
|
OR |
|
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97112 |
|
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105 |
|
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307 |
|
Seaside Resort |
|
1703 12th Ave |
|
Seaside |
|
OR |
|
|
97138 |
|
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|
80 |
|
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251 |
|
South Jetty |
|
05010 South Jetty Rd |
|
Florence |
|
OR |
|
|
97439 |
|
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57 |
|
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204 |
|
Thousand Trails Bend |
|
17480 S Century Dr |
|
Bend |
|
OR |
|
|
97707 |
|
|
|
289 |
|
|
|
100 |
|
|
|
|
|
|
|
351 |
|
Whalers Rest Resort |
|
50 SE 123rd St |
|
South Beach |
|
OR |
|
|
97366 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
170 |
|
Circle M |
|
2111 Millersville Road |
|
Lancaster |
|
PA |
|
|
17603 |
|
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|
103 |
|
|
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|
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|
|
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|
380 |
(a) |
Gettysburg Farm |
|
6200 Big Mountain Rd |
|
Dover |
|
PA |
|
|
17315 |
|
|
|
124 |
|
|
|
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|
|
|
|
|
|
|
265 |
(a) |
Hershey Preserve |
|
493 S. Mt. Pleasant Rd |
|
Lebanon |
|
PA |
|
|
17042 |
|
|
|
196 |
|
|
|
96 |
|
|
|
|
|
|
|
297 |
|
PA Dutch County |
|
185 Lehman Road |
|
Manheim |
|
PA |
|
|
17545 |
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
269 |
(a) |
Scotrun |
|
PO Box 428 Route 611 |
|
Scotrun |
|
PA |
|
|
18355 |
|
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|
66 |
|
|
|
|
|
|
|
|
|
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|
178 |
(a) |
Timohty Lake South |
|
RR #6,Box 6627 Timothy Lake Rd |
|
East Stroudsburg |
|
PA |
|
|
18301 |
|
|
|
65 |
|
|
|
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|
|
|
|
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|
327 |
(a) |
Timothy Lake North |
|
RR #6,Box 6627 Timothy Lake Rd |
|
East Stroudsburg |
|
PA |
|
|
18301 |
|
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|
98 |
|
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323 |
(a) |
19
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Total |
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Number |
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|
of Sites as |
|
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|
Acres |
|
Developable |
|
Expansion |
|
of |
Property |
|
Address |
|
City |
|
State |
|
|
|
|
|
ZIP |
|
(b) |
|
Acres (c) |
|
Sites (d) |
|
12/31/06 |
|
Carolina Landing |
|
120 Carolina Landing Dr |
|
Fair Play |
|
SC |
|
|
|
|
|
|
29643 |
|
|
|
73 |
|
|
|
|
|
|
|
|
|
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|
192 |
|
The Oaks at Point South |
|
1292 Campground Rd |
|
Yemassee |
|
SC |
|
|
|
|
|
|
29945 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
93 |
(a) |
Cherokee Landing |
|
PO Box 37 |
|
Middleton |
|
TN |
|
|
|
|
|
|
38052 |
|
|
|
254 |
|
|
|
124 |
|
|
|
|
|
|
|
339 |
|
Natchez Trace |
|
1363 Napier Rd |
|
Hohenwald |
|
TN |
|
|
|
|
|
|
38462 |
|
|
|
672 |
|
|
|
140 |
|
|
|
|
|
|
|
531 |
|
Bay Landing |
|
2305 Highway 380 W |
|
Bridgeport |
|
TX |
|
|
|
|
|
|
76426 |
|
|
|
443 |
|
|
|
235 |
|
|
|
|
|
|
|
293 |
|
Colorado River |
|
1062 Thousand Trails Lane |
|
Columbus |
|
TX |
|
|
|
|
|
|
78934 |
|
|
|
218 |
|
|
|
89 |
|
|
|
|
|
|
|
132 |
|
Lake Conroe |
|
11720 Old Montgomery Rd |
|
Willis |
|
TX |
|
|
|
|
|
|
77318 |
|
|
|
129 |
|
|
|
30 |
|
|
|
300 |
|
|
|
363 |
|
Lake Tawakoni |
|
1246 Rains Co. Rd 1470 |
|
Point |
|
TX |
|
|
|
|
|
|
75472 |
|
|
|
480 |
|
|
|
|
|
|
|
|
|
|
|
320 |
|
Lake Texoma |
|
209 Thousand Trails Dr |
|
Gordonville |
|
TX |
|
|
|
|
|
|
76245 |
|
|
|
201 |
|
|
|
40 |
|
|
|
|
|
|
|
301 |
|
Lake Whitney |
|
417 Thousand Trails Dr |
|
Whitney |
|
TX |
|
|
|
|
|
|
76692 |
|
|
|
403 |
|
|
|
158 |
|
|
|
|
|
|
|
261 |
|
Medina Lake |
|
215 Spettle Rd |
|
Lakehills |
|
TX |
|
|
|
|
|
|
78063 |
|
|
|
208 |
|
|
|
50 |
|
|
|
|
|
|
|
387 |
|
Chesapeake Bay |
|
12014 Trails Lane |
|
Gloucester |
|
VA |
|
|
|
|
|
|
23061 |
|
|
|
282 |
|
|
|
80 |
|
|
|
|
|
|
|
392 |
|
Harbor View |
|
15 Harbor View Circle |
|
Colonial Beach |
|
VA |
|
|
|
|
|
|
22443 |
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
146 |
(a) |
Lynchburg |
|
405 Mollies Creek Rd |
|
Gladys |
|
VA |
|
|
|
|
|
|
24554 |
|
|
|
170 |
|
|
|
59 |
|
|
|
|
|
|
|
222 |
|
Virginia Landing |
|
40226 Upshur Neck Rd |
|
Quinby |
|
VA |
|
|
|
|
|
|
23423 |
|
|
|
839 |
|
|
|
348 |
|
|
|
|
|
|
|
233 |
|
Williamsburg |
|
4301 Rochambeau Drive |
|
Williamsburg |
|
VA |
|
|
|
|
|
|
23188 |
|
|
|
65 |
|
|
|
|
|
|
|
|
|
|
|
211 |
(a) |
Birch Bay |
|
8418 Harborview Rd |
|
Blaine |
|
WA |
|
|
|
|
|
|
98230 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
246 |
|
Cascade Resort |
|
34500 SE 99th St |
|
Snoqualmie |
|
WA |
|
|
|
|
|
|
98065 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
163 |
|
Chehalis |
|
2228 Centralia-Alpha Rd |
|
Chehalis |
|
WA |
|
|
|
|
|
|
98532 |
|
|
|
309 |
|
|
|
85 |
|
|
|
|
|
|
|
360 |
|
Crescent Bar Resort |
|
9252 Crescent Bar Rd NW |
|
Quincy |
|
WA |
|
|
|
|
|
|
98848 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
115 |
|
La Conner |
|
16362 Snee Oosh Rd |
|
La Conner |
|
WA |
|
|
|
|
|
|
98257 |
|
|
|
106 |
|
|
|
30 |
|
|
|
|
|
|
|
319 |
|
Leavenworth |
|
20752-4 Chiwawa Loop Rd |
|
Leavenworth |
|
WA |
|
|
|
|
|
|
98826 |
|
|
|
300 |
|
|
|
50 |
|
|
|
|
|
|
|
266 |
|
Little Diamond |
|
1002 McGowen Rd |
|
Newport |
|
WA |
|
|
|
|
|
|
99156 |
|
|
|
360 |
|
|
|
119 |
|
|
|
|
|
|
|
520 |
|
Long Beach |
|
2215 Willows Rd |
|
Seaview |
|
WA |
|
|
|
|
|
|
98644 |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
144 |
|
Mt. Vernon |
|
5409 N. Darrk Ln |
|
Bow |
|
WA |
|
|
|
|
|
|
98232 |
|
|
|
311 |
|
|
|
200 |
|
|
|
600 |
|
|
|
251 |
|
Oceana Resort |
|
2733 State Route 109 |
|
Oceana City |
|
WA |
|
|
|
|
|
|
98569 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
84 |
|
Paradise Resort |
|
173 Salem Plant Rd |
|
Silver Creek |
|
WA |
|
|
|
|
|
|
98585 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
214 |
|
Thunderbird Resort |
|
26702 Ben Howard Rd |
|
Monroe |
|
WA |
|
|
|
|
|
|
98272 |
|
|
|
45 |
|
|
|
2 |
|
|
|
|
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,243 |
|
|
|
4,938 |
|
|
|
3,565 |
|
|
|
24,091 |
|
|
|
|
|
|
(a) |
|
Represents Properties acquired in 2006.
|
|
(b) |
|
Acres are approximate. |
|
(c) |
|
Acres are approximate. There can be no assurance that developable acres will be
developed. Development is contingent on many factors including, but not limited to, cost,
ability to subdivide, accessibility, infrastructure needs, zoning, entitlement and
topography. |
|
(d) |
|
Expansion sites are approximate and only represent sites that could be developed and is
further dependent upon necessary approvals. Certain Properties with expansion sites noted
may have vacancy and therefore, expansion sites may not be added. |
Item 3. Legal Proceedings
California Rent Control Litigation
As part of the Companys effort to realize the value of its Properties subject to rent
control, the Company has initiated lawsuits against several municipalities in California. The
Companys goal is to achieve a level of regulatory fairness in Californias rent control
jurisdictions, and in particular those jurisdictions that prohibit increasing rents to market upon
turnover. Regulations in California allow tenants to sell their homes for a premium representing
the value of the future discounted rent-controlled rents. In the Companys view, such regulation
results in a transfer of the value of the Companys stockholders land, which would otherwise be
reflected in market rents, to tenants upon the sales of their homes in the form of an inflated
purchase price that cannot be attributed to the value of the home being sold. As a result, in the
Companys view, the Company loses the value of its asset and the selling tenant leaves the Property
with a windfall premium. The Company has discovered through the litigation process that certain
municipalities considered condemning the Companys Properties at values well below the value of the
underlying land. In the Companys view, a failure to articulate market rents for sites governed by
restrictive rent control would put the Company at risk for condemnation or eminent domain
proceedings based on artificially reduced rents. Such a physical taking, should it occur, could
represent substantial lost value to stockholders. The Company is cognizant of the need for
affordable housing in the jurisdictions, but asserts that restrictive rent regulation does not
promote this purpose because the benefits of such regulation are fully capitalized into the prices
of the homes sold. The Company estimates that the annual rent subsidy to tenants in these
jurisdictions may be in excess of $15 million. In a more well balanced regulatory environment, the
Company would receive market rents that would eliminate the subsidy and homes would trade at or
near their intrinsic value.
20
In connection with such efforts, the Company announced it has entered into a settlement
agreement with the City of Santa Cruz, California and that, pursuant to the settlement agreement,
the City amended its rent control ordinance to exempt the Companys Property from rent control as
long as the Company offers a long term lease which gives the Company the ability to increase rents
to market upon turnover and bases annual rent increases on the CPI. The settlement agreement
benefits the Companys stockholders by allowing them to receive the value of their investment in
this Property through vacancy decontrol while preserving annual CPI based rent increases in this
age-restricted Property.
The Company has filed two lawsuits in federal court against the City of San Rafael,
challenging its rent control ordinance on constitutional grounds. The Company believes that one of
those lawsuits was settled by the City agreeing to amend the ordinance to permit adjustments to
market rent upon turnover. The City subsequently rejected the settlement agreement. The Court
initially found the settlement agreement was binding on the City, but then reconsidered and
determined to submit the claim of breach of the settlement agreement to a jury. In October 2002,
the first case against the City went to trial, based on both breach of the settlement agreement and
the constitutional claims. A jury found no breach of the settlement agreement; the Company then
filed motions asking the Court to rule in its favor on that claim, notwithstanding the jury
verdict. The Court postponed decision on those motions and on the constitutional claims, pending a
ruling on some property rights issues by the United States Supreme Court. The Company also had
pending a claim seeking a declaration that the Company could close the Property and convert it to
another use which claim was not tried in 2002. The United States Supreme Court issued the property
rights rulings in 2005 and subsequently on January 27, 2006, the Court hearing the San Rafael cases
issued a ruling that granted the Companys motion for leave to amend to assert alternative takings
theories in light of the United States Supreme Courts decisions. The Courts ruling also denied
the Companys post trial motions related to the settlement agreement and dismissed the park closure
claim without prejudice to the Companys ability to reassert such claim in the future. As a
result, the Company has filed a new complaint challenging the Citys ordinance as violating the
takings clause and substantive due process. The City of San Rafael filed a motion to dismiss the
amended complaint. On December 5, 2006, the Court denied portions of the Citys motion to dismiss
that had sought to eliminate certain of the Companys taking claims and substantive due process
claims. Further, the Court set a trial date in this matter for June 2007 on the taking claims and
substantive due process claims.
The Companys efforts to achieve a balanced regulatory environment incentivize tenant groups
to file lawsuits against the Company seeking large damage awards. The homeowners association at
Contempo Marin (CMHOA), a 396 site Property in San Rafael, California, sued the Company in
December 2000 over a prior settlement agreement on a capital expenditure pass-through after the
Company sued the City of San Rafael in October 2000 alleging its rent control ordinance is
unconstitutional. In the Contempo Marin case, the CMHOA prevailed on a motion for summary judgment
on an issue that permits the Company to collect only $3.72 out of a monthly pass-through amount of
$7.50 that the Company believed had been agreed to by the CMHOA in a settlement agreement. The
CMHOA continued to seek damages from the Company in this matter. The Company reached a settlement
with the CMHOA in this matter which allows the Company to recover $3.72 of the requested monthly
pass-through and does not provide for the payment of any damages to the CMHOA. Both the CMHOA and
the Company brought motions to recover their respective attorneys fees in the matter, which
motions were heard by the Court in January 2007. On January 12, 2007, the Court granted CMHOAs
motion for attorneys fees in the amount of $347,000 and denied the Companys motion for attorneys
fees. These fees have been fully accrued by the Company as of December 31, 2006. The Company
expects to appeal both decisions. The Company believes that such lawsuits will be a consequence of
the Companys efforts to change rent control since tenant groups actively desire to preserve the
premium value of their homes in addition to the discounted rents provided by rent control. The
Company has determined that its efforts to rebalance the regulatory environment despite the risk of
litigation from tenant groups are necessary not only because of the $15 million annual subsidy to
tenants, but also because of the condemnation risk.
Similarly, in June 2003, the Company won a judgment against the City of Santee in California
Superior Court (case no. 777094). The effect of the judgment was to invalidate, on state law
grounds, two (2) rent control ordinances the City of Santee had enforced against the Company and
other property owners. However, the Court allowed the City to continue to enforce a rent control
ordinance that predated the two invalid ordinances (the prior ordinance). As a result of the
judgment the Company was entitled to collect a one-time rent increase based upon the difference in
annual adjustments between the invalid ordinance(s) and the prior ordinances and to adjust its base
rents to reflect what the Company could have charged had the prior ordinance been continually in
effect. The City of Santee appealed the judgment. The court of appeal and California Supreme
Court refused to stay enforcement of these rent adjustments pending appeal. After the City was
unable to obtain a stay, the City and the tenant association each sued the Company in separate
actions alleging the rent adjustments pursuant to the judgment violate the prior ordinance (Case
Nos. GIE 020887 and GIE 020524). They seek to rescind the rent adjustments, refunds of amounts
paid, and penalties and damages in these separate actions. On January 25, 2005, the California
Court of Appeal reversed the judgment in part and affirmed it in part with a remand. The Court of
Appeal affirmed that one ordinance was unlawfully adopted and therefore void and that the second
ordinance contained unconstitutional provisions. However, the Court ruled the City had the
authority to cure the issues with the first ordinance
retroactively and that the City could sever the unconstitutional provisions in the second
ordinance. On remand the trial court is directed to decide the issue of damages to the Company
which the Company believes is consistent with the Company
21
receiving the economic benefit of
invalidating one of the ordinances and also consistent with the Companys position that it is
entitled to market rent and not merely a higher amount of regulated rent. In the remand action,
the City of Santee filed a motion seeking restitution of amounts collected by the Company following
the judgment which motion was denied. The Company intends to vigorously pursue its damages in the
remand action and to vigorously defend the two new lawsuits.
In addition, the Company has sued the City of Santee in federal court alleging all three of
the ordinances are unconstitutional under the Fifth and Fourteenth Amendments to the United States
Constitution. Thus, it is the Companys position that the ordinances are subject to invalidation
as a matter of law in the federal court action. Separately, the Federal District Court granted the
Citys Motion for Summary Judgment in the Companys federal court lawsuit. This decision was based
not on the merits, but on procedural grounds, including that the Companys claims were moot given
its success in the state court case. The Company has appealed the decision.
In October 2004, the United States Supreme Court granted certiorari in State of Hawaii vs.
Chevron USA, Inc., a Ninth Circuit Court of Appeal case that upheld the standard that a
regulation must substantially advance a legitimate state purpose in order to be constitutionally
viable under the Fifth Amendment. On May 24, 2005 the United States Supreme Court reversed the
Ninth Circuit Court of Appeal in an opinion that clarified the standard of review for regulatory
takings brought under the Fifth Amendment. The Supreme Court held that the heightened scrutiny
applied by the Ninth Circuit is not the applicable standard in a regulatory takings analysis, but
is an appropriate factor for determining if a due process violation has occurred. The Court
further clarified that regulatory takings would be determined in significant part by an analysis of
the economic impact of the regulation. The Company believes that the severity of the economic
impact on its Properties caused by rent control will enable it to continue to challenge the rent
regulations under the Fifth Amendment and the due process clause.
As a result of the Companys efforts to achieve a level of regulatory fairness in California,
a commercial lending company, 21st Mortgage Corporation, a Delaware corporation, sued
MHC Financing Limited Partnership. Such lawsuit asserts that certain rent increases implemented by
the partnership pursuant to the rights afforded to the property owners under the City of San Joses
rent control ordinance were invalid or unlawful. 21st Mortgage has asserted that it
should benefit from the vacancy control provisions of the Citys ordinance as if 21st
Mortgage were a homeowner and contrary to the ordinances provision that rents may be increased
without restriction upon termination of the homeowners tenancy. In each of the disputed cases,
the partnership had terminated the tenancy of the homeowner (21st Mortgages borrower)
through the legal process. The Court, in granting 21st Mortgages motion for summary
judgment, has indicated that 21st Mortgage may be a homeowner within the meaning of
the ordinance. The Company has filed a motion for reconsideration of the ruling in light of the
fact that 21st Mortgage has never applied for tenancy, entered into a rental agreement
or been accepted as a homeowner in the communities. Moreover, California Civil Code Section 798.21
specifically exempts non-principal residents from the benefits of rent control. The Company
intends to continue vigorously defending this matter.
Dispute with Las Gallinas Valley Sanitary District
In November 2004, the Company received a Compliance Order (the Compliance Order) from the
Las Gallinas Valley Sanitary District (the District), relating to the Companys Contempo Marin
Property in San Rafael, California. The Compliance Order directed the Company to submit and
implement a plan to bring the Propertys domestic wastewater discharges into compliance with the
applicable District ordinance (the Ordinance), and to ensure continued compliance with the
Ordinance in the future.
Without admitting any violation of the Ordinance, the Company promptly engaged a consultant to
review the Propertys sewage collection system and prepare a compliance plan to be submitted to the
District. The District approved the compliance plan in January 2005, and the Company promptly took
all necessary actions to implement same.
Thereafter, the Company received a letter dated June 2, 2005 from the Districts attorney (the
June 2 Letter), acknowledging that the Company has taken measures to bring the Propertys
private sanitary system into compliance with the Ordinance, but claiming that prior discharges
from the Property had damaged the Districts sewers and pump stations in the amount of
approximately $368,000. The letter threatened legal action if necessary to recover the cost of
repairing such damage. By letter dated June 23, 2005, counsel for the Company denied the
Districts claims set forth in the June 2 Letter.
On July 1, 2005, the District filed a Complaint for Enforcement of Sanitation Ordinance,
Damages, Penalties and Injunctive Relief in the California Superior Court for Marin County, and on
August 17, 2005, the District filed its First
Amended Complaint (the Complaint). On September 26, 2005, the Company filed its Answer to
the Complaint, denying each and every allegation of the Complaint and further denying that the
District is entitled to any of the relief requested therein.
The District subsequently issued a Notice of Violation dated December 12, 2005 (the NOV),
alleging additional violations of the Ordinance. By letter dated December 23, 2005, the Company
denied the allegations in the NOV.
22
The trial in this matter has been rescheduled for March 2007.
The Company believes that it has complied with the Compliance Order and the Ordinance. The
Company further believes that the allegations in the Complaint and the NOV are without merit, and
will vigorously defend against any such claims by the District.
Countryside at Vero Beach
The Company previously received letters dated June 17, 2002 and August 26, 2002 from Indian
River County (County), claiming that the Company owed sewer impact fees in the amount of
approximately $518,000 with respect to the Property known as Countryside at Vero Beach, located in
Vero Beach, Florida, purportedly under the terms of an agreement between the County and a prior
owner of the Property. In response, the Company advised the County that these fees are no longer
due and owing as a result of a 1996 settlement agreement between the County and the prior owner of
the Property, providing for the payment of $150,000 to the County to discharge any further
obligation for the payment of impact or connection fees for sewer service at the Property. The
Company paid this settlement amount (with interest) to the County in connection with the Companys
acquisition of the Property. In February 2006, the Company was served with a complaint filed by
the County in Indian River County Circuit Court, requesting a judgment declaring a lien against the
Property for allegedly unpaid impact fees, and foreclosing said lien. On March 30, 2006, the
Company served its answer and affirmative defenses, and the case is now in the discovery stage.
The Company will vigorously defend the lawsuit.
On January 12, 2006, the Company was served with a complaint filed in Indian River County
Circuit Court on behalf of a purported class of homeowners at Countryside at Vero Beach. The
complaint includes counts for alleged violations of the Florida Mobile Home Act and the Florida
Deceptive and Unfair Trade Practices Act, and claims that the Company required homeowners to pay
water and sewer impact fees, either to the Company or to the County, as a condition of initial or
continued occupancy in the Park, without properly disclosing the fees in advance and
notwithstanding the Companys position that all such fees were fully paid in connection with the
settlement agreement described above. On February 8, 2006, the Company served its motion to
dismiss the complaint, which is currently pending. The Company will vigorously defend the lawsuit.
Colony Park
On December 1, 2006, a group of tenants at the Companys Colony Park Property in Ceres,
California filed a complaint in the California Superior Court for Stanislaus County, alleging that
the Company has failed to properly maintain the Property and has improperly reduced the services
provided to the tenants, among other allegations. The Company believes that the allegations in the
complaint are without merit, and intends to vigorously defend the lawsuit.
Californias Department of Housing and Community Development (HCD) issued a Notice of
Violation dated August 21, 2006 regarding the sewer system at Colony Park. The notice ordered the
Company to replace the Propertys sewer system or show justification from a third party explaining
why the sewer system does not need to be replaced. The Company has provided such third party
report to HCD and believes that the sewer system does not need to be replaced. Based upon
information provided by the Company to HCD to date, HCD has indicated that it agrees that the
entire system does not need to be replaced.
Other
The Company is involved in various other legal proceedings arising in the ordinary course of
business. Additionally, in the ordinary course of business, the Companys operations are subject
to audit by various taxing authorities. Management believes that all proceedings herein described
or referred to, taken together, are not expected to have a material adverse impact on the Company.
In addition, to the extent any such proceedings or audits relate to newly acquired Properties, the
Company considers any potential indemnification obligations of sellers in favor of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
None.
23
PART II
|
|
|
Item 5. |
|
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities. |
Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol ELS. On
February 8, 2007, the reported closing price per share of ELS common stock on the NYSE was $58.92
and there were approximately 6,585 beneficial holders of record. The high and low sales prices and
closing sales prices on the NYSE and distributions for our common stock during 2006 and 2005 are
set forth in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions |
|
|
Close |
|
High |
|
Low |
|
Declared |
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Quarter |
|
$ |
49.75 |
|
|
$ |
51.81 |
|
|
$ |
44.30 |
|
|
$ |
0.075 |
|
2nd Quarter |
|
|
43.83 |
|
|
|
50.00 |
|
|
|
40.91 |
|
|
|
0.075 |
|
3rd Quarter |
|
|
45.71 |
|
|
|
47.27 |
|
|
|
41.45 |
|
|
|
0.075 |
|
4th Quarter |
|
|
54.43 |
|
|
|
56.00 |
|
|
|
44.90 |
|
|
|
0.075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Quarter |
|
$ |
35.25 |
|
|
$ |
36.26 |
|
|
$ |
32.73 |
|
|
$ |
0 .025 |
|
2nd Quarter |
|
|
39.76 |
|
|
|
40.15 |
|
|
|
34.33 |
|
|
|
0 .025 |
|
3rd Quarter |
|
|
45.00 |
|
|
|
48.00 |
|
|
|
39.82 |
|
|
|
0 .025 |
|
4th Quarter |
|
|
44.50 |
|
|
|
47.53 |
|
|
|
38.70 |
|
|
|
0 .025 |
|
Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares |
|
Maximum Number of |
|
|
Total Number |
|
Average Price |
|
Purchased as Part of |
|
Shares that May Yet |
|
|
of Shares |
|
Paid per |
|
Publicly Announced |
|
be Purchased Under |
Period |
|
Purchased(a) |
|
Share(a) |
|
Plans or Programs |
|
the Plans or Programs |
|
12/1/06-12/31/06
|
|
|
17,640 |
|
|
$ |
52.53 |
|
|
None
|
|
None |
|
|
|
(a) |
|
Of the common stock repurchased on December 11, 2006, 17,640 shares were repurchased at
the open market price and represent common stock surrendered to the Company to satisfy
income tax withholding obligations due as a result of the vesting of Restricted Share
Grants. |
24
Item 6. Selected Financial Data
The following table sets forth selected financial and operating information on a historical
basis. The historical operating data has been derived from the historical financial statements of
the Company. The following information should be read in conjunction with all of the financial
statements and notes thereto included elsewhere in this Form 10-K.
Equity LifeStyle Properties, Inc.
Consolidated Historical Financial Information
(Amounts in thousands, except for per share and property data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Years ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
Property Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Community base rental income |
|
$ |
225,815 |
|
|
$ |
213,280 |
|
|
$ |
204,190 |
|
|
$ |
189,915 |
|
|
$ |
187,406 |
|
Resort base rental income |
|
|
89,925 |
|
|
|
74,371 |
|
|
|
54,661 |
|
|
|
11,551 |
|
|
|
9,145 |
|
Utility and other income |
|
|
30,643 |
|
|
|
27,367 |
|
|
|
24,496 |
|
|
|
19,666 |
|
|
|
19,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating revenues |
|
|
346,383 |
|
|
|
315,018 |
|
|
|
283,347 |
|
|
|
221,132 |
|
|
|
215,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating and maintenance |
|
|
116,179 |
|
|
|
103,832 |
|
|
|
91,812 |
|
|
|
61,945 |
|
|
|
59,839 |
|
Real estate taxes |
|
|
26,246 |
|
|
|
24,671 |
|
|
|
22,723 |
|
|
|
18,011 |
|
|
|
16,919 |
|
Property management |
|
|
17,079 |
|
|
|
15,919 |
|
|
|
12,852 |
|
|
|
9,373 |
|
|
|
9,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses (exclusive of
depreciation shown separately below) |
|
|
159,504 |
|
|
|
144,422 |
|
|
|
127,387 |
|
|
|
89,329 |
|
|
|
86,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from property operations |
|
|
186,879 |
|
|
|
170,596 |
|
|
|
155,960 |
|
|
|
131,803 |
|
|
|
129,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Sales Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenues from inventory home sales |
|
|
61,247 |
|
|
|
66,014 |
|
|
|
47,404 |
|
|
|
36,472 |
|
|
|
33,262 |
|
Cost of inventory home sales |
|
|
(54,498 |
) |
|
|
(57,471 |
) |
|
|
(41,577 |
) |
|
|
(31,615 |
) |
|
|
(26,922 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit from inventory home sales |
|
|
6,749 |
|
|
|
8,543 |
|
|
|
5,827 |
|
|
|
4,857 |
|
|
|
6,340 |
|
Brokered resale revenues, net |
|
|
2,129 |
|
|
|
2,714 |
|
|
|
2,176 |
|
|
|
1,714 |
|
|
|
1,558 |
|
Home selling expenses |
|
|
(9,836 |
) |
|
|
(8,838 |
) |
|
|
(8,630 |
) |
|
|
(7,287 |
) |
|
|
(7,570 |
) |
Ancillary services revenues, net |
|
|
3,027 |
|
|
|
2,227 |
|
|
|
2,280 |
|
|
|
135 |
|
|
|
296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from home sales operations & other |
|
|
2,069 |
|
|
|
4,646 |
|
|
|
1,653 |
|
|
|
(581 |
) |
|
|
624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,975 |
|
|
|
1,406 |
|
|
|
1,391 |
|
|
|
1,695 |
|
|
|
967 |
|
Income from other investments, net (2) |
|
|
20,102 |
|
|
|
16,609 |
|
|
|
3,475 |
|
|
|
956 |
|
|
|
316 |
|
General and administrative |
|
|
(12,760 |
) |
|
|
(13,624 |
) |
|
|
(9,243 |
) |
|
|
(8,060 |
) |
|
|
(8,192 |
) |
Rent control initiatives |
|
|
(1,157 |
) |
|
|
(1,081 |
) |
|
|
(2,412 |
) |
|
|
(2,352 |
) |
|
|
(5,698 |
) |
Interest and related amortization (3) |
|
|
(103,161 |
) |
|
|
(100,712 |
) |
|
|
(91,154 |
) |
|
|
(58,206 |
) |
|
|
(50,725 |
) |
Loss on early debt retirement (4) |
|
|
|
|
|
|
(20,630 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation on corporate assets |
|
|
(410 |
) |
|
|
(804 |
) |
|
|
(1,657 |
) |
|
|
(1,240 |
) |
|
|
(1,277 |
) |
Depreciation on real estate assets and other costs |
|
|
(60,276 |
) |
|
|
(55,608 |
) |
|
|
(47,467 |
) |
|
|
(35,924 |
) |
|
|
(33,160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses, net |
|
|
(155,687 |
) |
|
|
(174,444 |
) |
|
|
(147,067 |
) |
|
|
(103,131 |
) |
|
|
(97,769 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interests, equity in income
of unconsolidated joint ventures, loss on
extinguishment of debt, gain on sale of property
and discontinued operations |
|
|
33,261 |
|
|
|
798 |
|
|
|
10,546 |
|
|
|
28,091 |
|
|
|
32,439 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Income) loss allocated to Common OP Units |
|
|
(4,267 |
) |
|
|
1,329 |
|
|
|
(565 |
) |
|
|
(3,431 |
) |
|
|
(4,230 |
) |
Income allocated to Perpetual Preferred OP Units (5) |
|
|
(16,138 |
) |
|
|
(13,974 |
) |
|
|
(11,284 |
) |
|
|
(11,252 |
) |
|
|
(11,252 |
) |
Equity in income of unconsolidated joint ventures |
|
|
3,583 |
|
|
|
6,508 |
|
|
|
3,739 |
|
|
|
340 |
|
|
|
235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before gain on sale of properties and
other, and discontinued operations |
|
|
16,439 |
|
|
|
(5,339 |
) |
|
|
2,436 |
|
|
|
13,748 |
|
|
|
17,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of properties and other |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
16,439 |
|
|
|
(5,339 |
) |
|
|
2,438 |
|
|
|
13,748 |
|
|
|
17,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
520 |
|
|
|
1,927 |
|
|
|
2,750 |
|
|
|
4,607 |
|
|
|
7,387 |
|
Depreciation on discontinued operations |
|
|
(84 |
) |
|
|
(410 |
) |
|
|
(1,427 |
) |
|
|
(1,476 |
) |
|
|
(2,150 |
) |
Gain on sale of discontinued properties and other |
|
|
(192 |
) |
|
|
2,279 |
|
|
|
636 |
|
|
|
10,826 |
|
|
|
13,014 |
|
Minority interests on discontinued operations |
|
|
(51 |
) |
|
|
(790 |
) |
|
|
(371 |
) |
|
|
(2,573 |
) |
|
|
(3,556 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
193 |
|
|
|
3,006 |
|
|
|
1,588 |
|
|
|
11,384 |
|
|
|
14,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available for Common Shares |
|
$ |
16,632 |
|
|
$ |
(2,333 |
) |
|
$ |
4,026 |
|
|
$ |
25,132 |
|
|
$ |
31,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
Equity LifeStyle Properties, Inc.
Consolidated Historical Financial Information
(continued)
(Amounts in thousands, except for per share and property data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) As of December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
Earnings per Common Share Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.70 |
|
|
$ |
(0.23 |
) |
|
$ |
0.11 |
|
|
$ |
0.62 |
|
|
$ |
0.80 |
|
Income from discontinued operations |
|
$ |
0.01 |
|
|
$ |
0.13 |
|
|
$ |
0.07 |
|
|
$ |
0.52 |
|
|
$ |
0.68 |
|
Net income (loss) available for Common Shares |
|
$ |
0.71 |
|
|
$ |
(0.10 |
) |
|
$ |
0.18 |
|
|
$ |
1.14 |
|
|
$ |
1.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per Common Share Fully Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.68 |
|
|
$ |
(0.23 |
) |
|
$ |
0.10 |
|
|
$ |
0.61 |
|
|
$ |
0.78 |
|
Income from discontinued operations |
|
$ |
0.01 |
|
|
$ |
0.13 |
|
|
$ |
0.07 |
|
|
$ |
0.50 |
|
|
$ |
0.66 |
|
Net income (loss) available for Common Shares |
|
$ |
0.69 |
|
|
$ |
(0.10 |
) |
|
$ |
0.17 |
|
|
$ |
1.11 |
|
|
$ |
1.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared per Common Share outstanding (3) |
|
$ |
0.30 |
|
|
$ |
0.10 |
|
|
$ |
0.05 |
|
|
$ |
9.485 |
|
|
$ |
1.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares outstanding basic |
|
|
23,444 |
|
|
|
23,081 |
|
|
|
22,849 |
|
|
|
22,077 |
|
|
|
21,617 |
|
Weighted average Common OP Units outstanding |
|
|
6,165 |
|
|
|
6,285 |
|
|
|
6,067 |
|
|
|
5,342 |
|
|
|
5,403 |
|
Weighted average Common Shares outstanding fully diluted |
|
|
30,241 |
|
|
|
29,366 |
|
|
|
29,465 |
|
|
|
28,002 |
|
|
|
27,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate, before accumulated depreciation (6) |
|
$ |
2,337,460 |
|
|
$ |
2,152,567 |
|
|
$ |
2,035,790 |
|
|
$ |
1,309,705 |
|
|
$ |
1,296,007 |
|
Total assets |
|
|
2,055,831 |
|
|
|
1,948,874 |
|
|
|
1,886,289 |
|
|
|
1,463,507 |
|
|
|
1,154,794 |
|
Total mortgages and loans (3) |
|
|
1,717,212 |
|
|
|
1,638,281 |
|
|
|
1,653,051 |
|
|
|
1,076,183 |
|
|
|
760,233 |
|
Minority interests (5) |
|
|
212,794 |
|
|
|
209,379 |
|
|
|
134,771 |
|
|
|
124,634 |
|
|
|
166,889 |
|
Stockholders equity (3) |
|
|
47,118 |
|
|
|
32,516 |
|
|
|
31,844 |
|
|
|
(2,528 |
) |
|
|
171,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations (7) |
|
$ |
82,367 |
|
|
$ |
52,827 |
|
|
$ |
54,448 |
|
|
$ |
58,479 |
|
|
$ |
62,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Properties (at end of period) |
|
|
311 |
|
|
|
285 |
|
|
|
275 |
|
|
|
142 |
|
|
|
142 |
|
Total sites (at end of period) |
|
|
112,956 |
|
|
|
106,337 |
|
|
|
102,178 |
|
|
|
53,429 |
|
|
|
51,582 |
|
|
|
|
(1) |
|
See the Consolidated Financial Statements of the Company contained in this form 10-K.
Certain revenue amounts reported in previously issued statements of operations have been
reclassified in the attached statements of operations due to the Companys expansion of the
related revenue activity. |
|
|
|
Property operations and home sale operations are discussed in Item 7 contained in this Form
10-K. |
|
(2) |
|
In November 2004, we acquired 57 Properties and approximately 3,000 acres of vacant land, for
$160 million (Thousand Trails Transaction). The Company provided a long-term lease of the
real estate (excluding the vacant land) to Thousand Trails (TT), which operates the
Properties for the benefit of its members nationwide. The November 2004 lease generated $16
million in annual cash lease payments to the Company, subject to annual escalations of 3.25%,
and was amended in April 2006 when TT was sold to Privileged Access (see Item 7 contained in
this Form 10-K). The new lease includes two additional Properties acquired in April 2006 and
an annual lease cash payment increase to $17.5 million, subject to annual CPI increases (see
Note 2(i) in the Notes to Consolidated Financial Statements contained in this Form 10-K). |
26
Equity LifeStyle Properties, Inc.
Consolidated Historical Financial Information
(continued)
|
|
|
(3) |
|
On October 17, 2003, we closed 49 mortgage loans collateralized by 51 Properties (the
Recap) providing total proceeds of approximately $501 million at a weighted average interest
rate of 5.84% per annum and with a weighted average maturity at that time of approximately 9
years. Approximately $170 million of the proceeds were used to repay amounts outstanding on
our lines of credit and term loan. Approximately $225 million was used to pay a special
distribution of $8.00 per share on January 16, 2004. The remaining funds were used for
investment purposes in 2004. The Recap resulted in increased interest and amortization
expense and the special distribution resulted in decreased stockholders equity. |
|
|
|
In connection with the $501 million borrowing and subsequent special distribution, on
February 27, 2004, the Company contributed all of its assets to MHC Trust, a newly formed
Maryland real estate investment trust, including the Companys entire partnership interest in
the Operating Partnership. Due to the Companys tax basis in its interest in the Operating
Partnership, the Company recognized $180 million of taxable income as a result of the
contribution. This restructuring resulted in a step-up in the Companys tax basis in its
assets, generating future depreciation deductions, which in turn will reduce the Companys
future distribution requirements. This provides the Company with greater financial
flexibility and greater growth potential (see Note 4 of the Notes to Consolidated Financial
Statements contained in this Form 10-K). |
|
(4) |
|
On December 2, 2005, we refinanced approximately $293 million of secured debt maturing in
2007 with an effective interest rate of 6.8% per annum. This refinanced debt was secured by
two cross-collateralized loan pools consisting of 35 Properties. The transaction generated
approximately $337 million in proceeds from loans secured by individual mortgages on 20
Properties. The blended interest rate on the refinancing was approximately 5.3% per annum, and
the loans mature in 2015. Transaction costs resulting from early debt retirement were
approximately $20.0 million. |
|
(5) |
|
During 2005, we issued $25 million of 8.0625% Series D and $50 million of 7.95% Series F
Cumulative Redeemable Perpetual Preference Units to institutional investors. Proceeds were
used to pay down amounts outstanding under the Companys lines of credit (see Note 4 of the
Notes to Consolidated Financial Statements contained in this Form 10-K). |
|
(6) |
|
We believe that the book value of the Properties, which reflects the historical costs of such
real estate assets less accumulated depreciation, is less than the current market value of the
Properties. |
|
(7) |
|
Refer to Item 7 contained in this Form 10-K for information regarding why we present funds
from operations and for a reconciliation of this non-GAAP financial measure to net income. |
27
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with Selected Financial Data and the
historical Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form
10-K.
2006 Accomplishments
|
|
|
Approved the sale of Thousand Trails to Privileged Access. Privileged Access is owned
by an experienced industry veteran, Joe McAdams, the former CEO of Affinity Group, Inc.
with over 18 years experience in the RV industry. |
|
|
|
|
Acquired 24 membership campground Properties which have been leased to Privileged Access
opening up additional access along the East Coast for the Privileged Access members. |
|
|
|
|
Acquired our outside joint venture partners interest in 15 Properties containing over
6,700 sites, primarily in the important markets of Arizona and Florida. |
|
|
|
|
First year since 2000 where our manufactured home Properties owned year over year
finished the year with a higher number of occupied sites than where we started the year. |
|
|
|
|
Raised annual dividend to $0.60 per share in 2007, up from $0.30 per share in 2006. |
|
|
|
|
Successfully refinanced maturing lines of credit and term loan with favorable terms and
an increased borrowing capacity. |
Overview and Outlook
Occupancy in our Properties as well as our ability to increase rental rates directly affect
revenues. Our revenue streams are predominantly derived from customers renting our sites on a
long-term basis.
We have approximately 64,600 annual sites, approximately 8,000 seasonal sites, which are
leased to customers generally for 3 to 6 months, and approximately 8,800 transient sites, occupied
by customers who lease sites on a short-term basis. We expect to service over 100,000 customers
with these transient sites. However, we consider this revenue stream to be our most volatile. It
is subject to weather conditions, gas prices, and other factors affecting the marginal RV
customers vacation and travel preferences. Finally, we have approximately 24,100 membership sites
for which we currently receive ground rent of approximately $19.5 million annually. This rent is
classified in Income from other investments, net in the Consolidated Statements of Operations. We
also have interests in Properties containing approximately 7,500 sites for which revenue is
classified as Equity in income from unconsolidated joint ventures in the Consolidated Statements of
Operations.
|
|
|
|
|
|
|
|
|
|
|
Total Sites as of Dec. 31, |
|
|
(rounded to 000s) |
|
|
2006 |
|
2005 |
Community sites (1) |
|
|
45,700 |
|
|
|
44,900 |
|
Resort sites (2): |
|
|
|
|
|
|
|
|
Annual |
|
|
18,900 |
|
|
|
15,500 |
|
Seasonal |
|
|
8,000 |
|
|
|
8,000 |
|
Transient |
|
|
8,800 |
|
|
|
6,500 |
|
Membership (3) |
|
|
24,100 |
|
|
|
17,900 |
|
Joint Ventures (4) |
|
|
7,500 |
|
|
|
13,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
113,000 |
|
|
|
106,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 1,581 and 2,076 sites from discontinued operations as of December 31,
2006 and 2005, respectively. |
|
(2) |
|
Includes 100 sites from discontinued operations, subsequently sold in January 2007. |
|
(3) |
|
All sites are currently leased to Privileged Access. |
|
(4) |
|
Joint Venture income is included in Equity in income of unconsolidated joint
ventures. |
Supplemental Property Disclosure
We provide the following disclosures with respect to certain assets:
|
|
|
Sunshine Key Sunshine Key is a 409-site lifestyle-oriented resort Property containing
a 200-slip marina located in the Florida Keys. The Property is an individual 54-acre
island. We purchased Sunshine Key for approximately $21 million in February 2004 as part of
a larger portfolio. In 2005 and 2006, the Property generated approximately $2.2 million
and $2.5 million, in income from its property and home sales operations, respectively.
Sunshine Key is owned by a taxable REIT subsidiary. Subject to certain provisions, there are
rights to redevelop the Property into 104 attached hotel units, 152 detached hotel units
(park models) and 146 RV sites. |
28
|
|
|
We believe that because of the size, quality and location of Sunshine Key, it represents an
irreplaceable asset and therefore, would not normally be considered for sale. However, based
on unsolicited purchase inquiries, we determined that a sale may be beneficial if we could
defer the gain on sale and reinvest the proceeds from the sale into a diversified portfolio
of properties meeting our long-term investment criteria, or if we could significantly
increase cash flow from the Property by participating in a transaction with a developer where
we could retain an interest in the Property through a ground lease structure. |
|
|
|
|
In November 2005, we entered into a contract to sell Sunshine Key. At the time, we were
negotiating for the acquisition of a portfolio that we believed would be an appropriate
alternative use of the capital gained from the sale. A provision of the contract allowed us
to terminate the contract through June 2006 to the extent we were unable to find appropriate
alternative investments. Discussions with respect to a potential replacement portfolio did
not lead to a transaction and we communicated such to the potential acquirer of Sunshine Key.
In response, the potential acquirer discussed potential alternative transactions with us
including, among others the sale of the Property at an increased price, and entering into a
long-term ground lease transaction. After consideration, we exercised our right to terminate
the contract. The purchase price of the Property under the contract was $70 million. |
|
|
|
|
Lazy Lakes Lazy Lakes is a 100-site lifestyle-oriented resort Property located in
Sugar Loaf Key, Florida on approximately 13 acres, including an 8-acre lagoon. We
purchased Lazy Lakes for approximately $3 million in February 2004 as part of a larger
portfolio. The Property generated approximately $170,000 and $85,000 in income from its
property and home sales operations in 2005 and 2006, respectively. |
|
|
|
|
In January, 2007 we sold Lazy Lakes for approximately $8 million resulting in an approximate
gain on sale of $5 million. The Property operations appear in Income from discontinued
operations for all periods presented. |
|
|
|
|
Monte Vista Monte Vista is a lifestyle-oriented resort Property located in Mesa,
Arizona containing approximately 56 acres of vacant land. We have obtained approval to
develop 275 manufactured home and 240 RV sites on this land. In connection with evaluating
the development of Monte Vista, we evaluated selling the land and subsequently decided to
list 26 acres of the land for sale. We have received several bids of approximately $10.4
million and are now evaluating those bids. No assurances can be given that any sale
transaction will materialize. With respect to the land not listed for sale, we intend to
develop additional RV sites and may consider other alternative uses for the land or sale of
the acreage. We anticipate that we will proceed with the development if we determine that
any offers or the terms thereof are unacceptable. |
|
|
|
|
Bulow Plantation Bulow Plantation is a 628-site mixed lifestyle-oriented resort
Property and manufactured home community located in Flagler Beach, Florida which contains
approximately 180 acres of adjacent vacant land. We have obtained approval for an
additional manufactured home community development of approximately 700 sites on this land.
In connection with evaluating the possible development and based on inquiries from
single-family home developers, we evaluated a sale of the land. Subsequently, we listed
the land for sale for a purchase price of $28 million. We anticipate that we will proceed
with the development if we determine that any offers or the terms thereof are unacceptable. |
|
|
|
|
Holiday Village, Florida Holiday Village is a 128-site manufactured home community
located in Vero Beach, Florida, on approximately 20 acres of land. As a result of the 2004
hurricanes, this Property is less than 50% occupied. The residents have been notified that
the Property was listed for sale for a purchase price of $6 million. |
Privileged Access
Privileged Access is leasing sites at certain of our Properties for the purpose of creating
flexible use products. These products may include the sale of timeshare or fractional interests in
resort homes or cottages and membership and vacation-club products. Leasing our sites to
Privileged Access allows us to participate in these products and activities while achieving
long-term rental of our sites. We expect to lease additional sites to Privileged Access for this
purpose at other Properties in the future.
On April 14, 2006, Privileged Access acquired our tenant, Thousand Trails (TT). Under the
terms of the lease with TT,
we consented to the ownership change. In addition, we waived an existing right of first offer
due to the relatively accelerated timing of the transaction and the lack of definitive guidance
regarding the tax treatment of gross income from membership contracts for REIT gross income test
purposes. In connection with the transaction, we acquired two additional Properties for $10
million and amended the lease to include those Properties for a total of 59 Properties and 18,535
sites. The annual lease payment for 2007 increased to approximately $17.9 million. In addition,
we entered into an option, subject to certain contingencies, to acquire TT beginning in April of
2009. One of the option contingences requires us to obtain assurance
29
regarding the qualification
of the income from membership contracts for REIT income test purposes. In order to facilitate the
closing of the transaction, we loaned Privileged Access approximately $12.3 million at a per annum
interest rate of prime plus 1.5%, maturing in one year (see Note 7 of the Notes to Consolidated
Financial Statements contained in this Form 10-K) and secured by approximately $23 million of TT
membership sales contract receivables. We financed the acquisition of the additional Properties
and the loan with a draw on our existing lines of credit.
On April 25, 2006, we acquired seven lifestyle-oriented Properties (Mid-Atlantic Portfolio)
which contain 1,594 sites including 950 acres of developable expansion land and are located in
Florida, New York, North Carolina, South Carolina, Michigan, Kentucky and Alabama (see Note 5 of
the Notes to Consolidated Financial Statements contained in this Form 10-K). The resort sites,
which service an existing member base in excess of 7,000 active members, were leased to Privileged
Access for a term of approximately one year at $735,000 per annum. We intend to re-lease these
sites beyond the expiration of the original lease.
On December 15, 2006, we acquired 15 membership campground resort Properties (Outdoor World
Portfolio) which contain 3,962 sites and are located in Illinois, Massachusetts, Maine, North
Carolina, New Jersey, Pennsylvania and Virginia (see Note 5 of the Notes to Consolidated Financial
Statements contained in this Form 10-K). The resort sites, which service an existing member base
of approximately 24,000 members, were leased to Privileged Access for an annual lease payment of
approximately $1 million for an original term expiring in February 2007 and a one month extension
option. We intend to re-lease theses sites beyond the initial term.
As of December 31, 2006, we are leasing approximately 24,100 sites at 81 membership campground
resort Properties to Privileged Access or its subsidiaries. We expect to continue this type of
leasing activity with Privileged Access, as well as exploring other products and services. One
example of such a lease is a one-year lease with Privileged Access for 130 sites at Tropical Palms,
a Property located near Orlando, Florida, for an annual rate of approximately $1.3 million.
Privileged Access intends to sell fractional interests in some resort homes at this Property.
Insurance
Approximately 70 Florida Properties suffered damage from the four hurricanes that struck the
state during August and September 2004. As of February 8, 2007, the Company estimates its total
claim to be $20.1 million, of which approximately $18.9 million of claims, including business
interruption, have been submitted to its insurance companies for reimbursement. Through December
31, 2006, the Company has made total expenditures of approximately
$13.8 million and expects to
incur additional expenditures to complete the work necessary to restore the Properties to their
pre-hurricanes condition. The Company has reserved approximately $2.0
million related to these expenditures ($0.7 million in 2005 and $1.3 million in 2004).
Approximately $5.0 million of these expenditures have been capitalized per the Companys
capitalization policy through December 31, 2006.
Approximately 33 Properties located in southern Florida were impacted by Hurricane Wilma in
October 2005. As of December 31, 2006, approximately $4.4 million of claims have been submitted to
the Companys insurance company for reimbursement. Through December 31, 2006, the Company has made
total expenditures of approximately $2.5 million and is still evaluating the total costs it expects
to incur. Through December 31, 2006, $1.6 million has been
charged to operations ($0.3 million in
2006 and $1.3 million in 2005) and $0.6 million was capitalized to fixed assets.
The Company has received proceeds from insurance carriers of
approximately $5.6 million through December 31, 2006.
Approximately $1.5 million is included in other assets as a receivable from insurance
providers as of December 31, 2006, and approximately $3.9 million was included in other assets as
of December 31, 2005.
30
Property Acquisitions, Joint Ventures and Dispositions
The following chart lists the Properties or portfolios acquired, invested in, or sold since
January 1, 2005:
|
|
|
|
|
|
|
Property |
|
Transaction Date |
|
Sites |
Total Sites as of January 1, 2005 |
|
|
|
|
102,178 |
|
|
|
|
|
|
|
|
Property or Portfolio (# of Properties in parentheses): |
|
|
|
|
|
|
San Francisco RV (1) |
|
June 20, 2005 |
|
|
182 |
|
Morgan Portfolio (5) |
|
August 12, 2005 |
|
|
2,929 |
|
Lake George Escape |
|
September 15, 2005 |
|
|
576 |
|
Thousand Trails (2) |
|
April 14, 2006 |
|
|
624 |
|
Mid-Atlantic Portfolio (7) |
|
April 25, 2006 |
|
|
1,594 |
|
Tranquil Timbers (1) |
|
June 13, 2006 |
|
|
270 |
|
Outdoor World Portfolio (15) |
|
December 15, 2006 |
|
|
3,962 |
|
|
|
|
|
|
|
|
Joint Ventures: |
|
|
|
|
|
|
Maine Portfolio (3) |
|
April 7, 2005 |
|
|
495 |
|
Blazing Star (1) |
|
November 18, 2005 |
|
|
254 |
|
Morgan Portfolio (5) |
|
Various, 2006 |
|
|
1,134 |
|
|
|
|
|
|
|
|
Expansion Site Development and other: |
|
|
|
|
|
|
Sites added (reconfigured) in 2005 |
|
|
|
|
113 |
|
Sites added (reconfigured) in 2006 |
|
|
|
|
134 |
|
|
|
|
|
|
|
|
Dispositions: |
|
|
|
|
|
|
Five Seasons (1) |
|
November 10, 2005 |
|
|
(390 |
) |
Indian Wells (Joint Venture) (1) |
|
April 18, 2006 |
|
|
(350 |
) |
Forest Oaks (1) |
|
April 25, 2006 |
|
|
(227 |
) |
Windsong (1) |
|
April 25, 2006 |
|
|
(268 |
) |
Blazing Star (Joint Venture) (1) |
|
June 29, 2006 |
|
|
(254 |
) |
|
|
|
|
|
|
|
Total Sites as of December 31, 2006 |
|
|
|
|
112,956 |
|
|
|
|
|
|
|
|
Since December 31, 2004, the gross investment in real estate increased from $2,036 million to
$2,337 million as of December 31, 2006, due primarily to the aforementioned acquisitions and
dispositions of Properties during the period. In addition, we acquired the remaining interests in
15 Properties containing 6,717 sites previously held as joint ventures (see Note 5 of the Notes to
Consolidated Financial Statements contained in this Form 10-K).
Markets
The following table identifies our five largest markets by number of sites and provides
information regarding our Properties (excludes membership campground Properties leased to
Privileged Access and Properties owned through Joint Ventures).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Total |
Major |
|
Number of |
|
|
|
|
|
Percent of |
|
Property Operating |
Market |
|
Properties |
|
Total Sites |
|
Total Sites |
|
Revenues |
Florida |
|
|
80 |
|
|
|
34,548 |
|
|
|
42.4 |
% |
|
|
43.7 |
% |
Arizona |
|
|
31 |
|
|
|
12,028 |
|
|
|
14.8 |
% |
|
|
12.1 |
% |
California |
|
|
30 |
|
|
|
7,227 |
|
|
|
8.9 |
% |
|
|
17.6 |
% |
Texas |
|
|
8 |
|
|
|
5,143 |
|
|
|
6.3 |
% |
|
|
2.3 |
% |
Colorado |
|
|
10 |
|
|
|
3,451 |
|
|
|
4.2 |
% |
|
|
5.2 |
% |
Other |
|
|
51 |
|
|
|
19,005 |
|
|
|
23.3 |
% |
|
|
19.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
210 |
|
|
|
81,402 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. generally
accepted accounting principles (GAAP), which require us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and the related
disclosures. We believe that the following critical accounting policies, among others, affect our
more significant judgments and estimates used in the preparation of our consolidated financial
statements.
Long-Lived Assets
In accordance with the Statement of Financial Accounting Standards No. 141 (SFAS No. 141),
we allocate the purchase price of Properties we acquire to net tangible and identified intangible
assets acquired based on their fair values. In making estimates of fair values for purposes of
allocating purchase price, we utilize a number of sources, including independent appraisals that
may be available in connection with the acquisition or financing of the respective Property and
other market data. We also consider information obtained about each Property as a result of our due
diligence, marketing and leasing activities in estimating the fair value of the tangible and
intangible assets acquired.
We periodically evaluate our long-lived assets, including our investments in real estate, for
impairment indicators. Our judgments regarding the existence of impairment indicators are based on
factors such as operational performance, market conditions and legal factors. Future events could
occur which would cause us to conclude that impairment indicators exist and an impairment loss is
warranted.
Real estate is recorded at cost less accumulated depreciation. Depreciation is computed on
the straight-line basis over the estimated useful lives of the assets. We use a 30-year estimated
life for buildings acquired and structural and land improvements, a ten-to-fifteen-year estimated
life for building upgrades and a three-to-seven-year estimated life for furniture, fixtures and
equipment. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred
and significant renovations and improvements that improve the asset and extend the useful life of
the asset are capitalized over their estimated useful life.
Allowance for Doubtful Accounts
Rental revenue from our tenants is our principal source of revenue and is recognized over the
term of the respective lease or the length of a customers stay, the majority of which are for a
term of not greater than one year. We monitor the collectibility of accounts receivable from our
tenants on an ongoing basis. We will reserve for receivables when we believe the ultimate
collection is less than probable and maintain an allowance for doubtful accounts. An allowance for
doubtful accounts is recorded during each period and the associated bad debt expense is included in
our property operating and maintenance expense in our Consolidated Statements of Operations. The
allowance for doubtful accounts is netted against rents receivable on our consolidated balance
sheets. Our provision for uncollectible rents receivable was approximately $0.9 million as of
December 31, 2006 and $1.2 million as of December 31, 2005.
We may also finance the sale of homes to our customers through loans (referred to as Chattel
Loans). The valuation of an allowance for doubtful accounts for the Chattel Loans is calculated
based on a comparison of the outstanding principal balance of each note compared to the N.A.D.A.
(National Automobile Dealers Association) value and the current market value of the underlying
manufactured home collateral. A bad debt expense is recorded in home selling expense in our
Consolidated Statements of Operations. The allowance for doubtful accounts is netted against the
notes and interest receivables on our consolidated balance sheets. The allowance for these Chattel
Loans as of December 31, 2006 and December 31, 2005 was $110,000 and $81,000, respectively.
Inventory
Inventory consists of new and used Site Set homes and is stated at the lower of cost or market
after consideration of the N.A.D.A. Manufactured Housing Appraisal Guide and the current market
value of each home included in the home inventory. Inventory sales revenues and resale revenues
are recognized when the home sale is closed. Inventory is recorded net of an inventory reserve as
of December 31, 2006 and December 31, 2005 of $580,000. The expense for the inventory reserve is
included in the cost of home sales in our Consolidated Statements of Operations.
Variable Interest Entities
In December 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No.
46R, Consolidation of Variable Interest Entities (FIN 46R) an interpretation of ARB 51. The
objective of FIN 46R is to provide guidance on how to identify a variable interest entity (VIE)
and determine when the assets, liabilities, non-controlling interests, and results of operations of
a VIE need to be included in a companys consolidated financial statements. A company that holds
variable
32
interests in an entity will need to consolidate such entity if the company absorbs a
majority of the entitys expected losses or receives a majority of the entitys expected residual
returns if they occur, or both (i.e., the primary beneficiary). The Company will apply FIN 46R to
all types of entity ownership (general and limited partnerships and corporate interests).
The Company will re-evaluate and apply the provisions of FIN 46R to existing entities if
certain events occur which warrant re-evaluation of such entities. In addition, the Company will
apply the provisions of FIN 46R to all new entities in the future. The Company also consolidates
entities in which it has a controlling direct or indirect voting interest. The equity method of
accounting is applied to entities in which the Company does not have a controlling direct or
indirect voting interest, but can exercise influence over the entity with respect to its operations
and major decisions. The cost method is applied when (i) the investment is minimal (typically less
than 5%) and (ii) the Companys investment is passive.
Stock-Based Compensation
The valuation of financial instruments under Statement of Financial Accounting Standards No.
107, Disclosures About Fair Value of Financial Instruments (SFAS No. 107) and Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS No. 133) requires us to make estimates and judgments that affect the fair value
of the instruments. Where possible, we base the fair values of our financial instruments,
including our derivative instruments, on listed market prices and third party quotes. Where these
are not available, we base our estimates on other factors relevant to the financial instrument.
The Company adopted the fair-value-based method of accounting for share-based payments
effective January 1, 2003 using the modified prospective method described in FASB Statement No.
148, Accounting for Stock-Based Compensation-Transition and Disclosure. The Company adopted
Statement of Financial Accounting Standards No. 123(R) (SFAS 123(R)), Share Based Payment on
July 1, 2005 which did not have a material impact on the Companys results of operations or its
financial position. The Company uses the Black-Scholes-Merton formula to estimate the value of
stock options granted to employees, consultants and directors.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements with any unconsolidated investments or joint
ventures that we believe have or are reasonably likely to have a material effect on our financial
condition, results of operations, liquidity or capital resources.
Recent Accounting Pronouncements
In June 2006, FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes,
an interpretation of FAS109, Accounting for Income Taxes (FIN 48), to create a single model to
address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income
taxes, by prescribing a minimum recognition threshold a tax position is required to meet before
being recognized in the financial statements. FIN 48 also provides guidance on derecognition,
measurement, classification, interest and penalties, accounting in interim periods, disclosure and
transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company
will adopt FIN 48 as of January 1, 2007, as required. The cumulative effect of adopting FIN 48
will be recorded in retained earnings and other accounts as applicable. The Company does not
expect that the adoption of FIN 48 will have a significant impact on the Companys financial
position and results of operations.
33
Results of Operations
Comparison of Year Ended December 31, 2006 to Year Ended December 31, 2005
The following table summarizes certain financial and statistical data for the Property
Operations for all Properties owned throughout both periods (Core Portfolio) and the Total
Portfolio for the years ended December 31, 2006 and 2005 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Portfolio |
|
|
Total Portfolio |
|
|
|
|
|
|
|
|
|
|
|
Increase / |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase / |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
(Decrease) |
|
|
% Change |
|
|
2006 |
|
|
2005 |
|
|
(Decrease) |
|
|
% Change |
|
Community base rental income |
|
$ |
222,767 |
|
|
$ |
213,280 |
|
|
$ |
9,487 |
|
|
|
4.4 |
% |
|
$ |
225,815 |
|
|
$ |
213,280 |
|
|
$ |
12,535 |
|
|
|
5.9 |
% |
Resort base rental income |
|
|
74,063 |
|
|
|
71,015 |
|
|
|
3,048 |
|
|
|
4.3 |
% |
|
|
89,925 |
|
|
|
74,371 |
|
|
|
15,554 |
|
|
|
20.9 |
% |
Utility and other income |
|
|
28,831 |
|
|
|
27,202 |
|
|
|
1,629 |
|
|
|
6.0 |
% |
|
|
30,643 |
|
|
|
27,367 |
|
|
|
3,276 |
|
|
|
12.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating revenues |
|
|
325,661 |
|
|
|
311,497 |
|
|
|
14,164 |
|
|
|
4.5 |
% |
|
|
346,383 |
|
|
|
315,018 |
|
|
|
31,365 |
|
|
|
10.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating and
maintenance |
|
|
106,382 |
|
|
|
102,158 |
|
|
|
4,224 |
|
|
|
4.1 |
% |
|
|
116,179 |
|
|
|
103,832 |
|
|
|
12,347 |
|
|
|
11.9 |
% |
Real estate taxes |
|
|
24,736 |
|
|
|
24,490 |
|
|
|
246 |
|
|
|
1.0 |
% |
|
|
26,246 |
|
|
|
24,671 |
|
|
|
1,575 |
|
|
|
6.4 |
% |
Property management |
|
|
15,995 |
|
|
|
15,392 |
|
|
|
603 |
|
|
|
3.9 |
% |
|
|
17,079 |
|
|
|
15,919 |
|
|
|
1,160 |
|
|
|
7.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
147,113 |
|
|
|
142,040 |
|
|
|
5,073 |
|
|
|
3.6 |
% |
|
|
159,504 |
|
|
|
144,422 |
|
|
|
15,082 |
|
|
|
10.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from property operations |
|
$ |
178,548 |
|
|
$ |
169,457 |
|
|
$ |
9,091 |
|
|
|
5.4 |
% |
|
$ |
186,879 |
|
|
$ |
170,596 |
|
|
$ |
16,283 |
|
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Operating Revenues
The 4.5% increase in the Core Portfolio property operating revenues reflects (i) a 4.4%
increase in rates for our community base rental income combined with a 0.1% increase in occupancy,
(ii) a 4.3% increase in revenues for our core resort base income, and (iii) an increase in utility
income primarily due to the pass-through of higher utility rates. Total Portfolio operating
revenues increased due to site rental rate increases and our 2005 and 2006 acquisitions (see Note 5
of the Notes to Consolidated Financial Statements contained in this Form 10-K).
Property Operating Expenses
The 3.6% increase in property operating expenses for the Core Portfolio reflects a 4.1%
increase in property operating and maintenance due primarily to increases in utilities and repair
and maintenance. Property management expense for the Core Portfolio reflects costs of managing the
Properties and is estimated based on a percentage of Property operating revenues. Total Portfolio
operating expenses increased due to our 2005 and 2006 acquisitions, as well as increases in
utilities and repair and maintenance. Property management expense for the Total Portfolio
increased primarily due to 2005 and 2006 acquisitions and payroll increases.
34
Results of Operations (continued)
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales
Operations for the years ended December 31, 2006 and 2005 (amounts in thousands, except sales
volumes).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Variance |
|
|
% Change |
|
Gross revenues from new home sales |
|
$ |
58,799 |
|
|
$ |
62,664 |
|
|
$ |
(3,865 |
) |
|
|
(6.2 |
%) |
Cost of new home sales |
|
|
(52,394 |
) |
|
|
(53,899 |
) |
|
|
1,505 |
|
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit from new home sales |
|
|
6,405 |
|
|
|
8,765 |
|
|
|
(2,360 |
) |
|
|
(26.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenues from used home sales |
|
|
2,448 |
|
|
|
3,350 |
|
|
|
(902 |
) |
|
|
(26.9 |
%) |
Cost of used home sales |
|
|
(2,104 |
) |
|
|
(3,572 |
) |
|
|
1,468 |
|
|
|
41.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss) from used home sales |
|
|
344 |
|
|
|
(222 |
) |
|
|
566 |
|
|
|
255.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokered resale revenues, net |
|
|
2,129 |
|
|
|
2,714 |
|
|
|
(585 |
) |
|
|
(21.6 |
%) |
Home selling expenses |
|
|
(9,836 |
) |
|
|
(8,838 |
) |
|
|
(998 |
) |
|
|
(11.3 |
%) |
Ancillary services revenues, net |
|
|
3,027 |
|
|
|
2,227 |
|
|
|
800 |
|
|
|
35.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from home sales operations |
|
$ |
2,069 |
|
|
$ |
4,646 |
|
|
$ |
(2,577 |
) |
|
|
(55.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home sales volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New home sales (1) |
|
|
783 |
|
|
|
771 |
|
|
|
12 |
|
|
|
1.6 |
% |
Used home sales (2) |
|
|
370 |
|
|
|
271 |
|
|
|
99 |
|
|
|
36.5 |
% |
Brokered home resales |
|
|
1,255 |
|
|
|
1,526 |
|
|
|
(271 |
) |
|
|
(17.8 |
%) |
|
|
|
(1) |
|
Includes third party home sales of 79 and 84 for the years ended December 31, 2006 and
2005, respectively. |
|
(2) |
|
Includes third party home sales of 13 and zero for the years ended December 31, 2006
and 2005, respectively. |
New home sales gross profit reflects a decrease in the gross margin. Used home sales
gross profit reflects higher gross margin per home and higher volumes. Brokered resale revenues
reflect decreased resale volumes. The increase in home selling expenses relates primarily to
advertising. The increase in ancillary service revenue relates primarily to our acquisitions.
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2006
and 2005 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Variance |
|
|
% Change |
|
Interest income |
|
$ |
1,975 |
|
|
$ |
1,406 |
|
|
$ |
569 |
|
|
|
40.5 |
% |
Income from other investments, net |
|
|
20,102 |
|
|
|
16,609 |
|
|
|
3,493 |
|
|
|
21.0 |
% |
General and administrative |
|
|
(12,760 |
) |
|
|
(13,624 |
) |
|
|
864 |
|
|
|
6.3 |
% |
Rent control initiatives |
|
|
(1,157 |
) |
|
|
(1,081 |
) |
|
|
(76 |
) |
|
|
(7.0 |
%) |
Interest and related amortization |
|
|
(103,161 |
) |
|
|
(100,712 |
) |
|
|
(2,449 |
) |
|
|
(2.4 |
%) |
Loss on early debt retirement |
|
|
|
|
|
|
(20,630 |
) |
|
|
20,630 |
|
|
|
100.0 |
% |
Depreciation on corporate assets |
|
|
(410 |
) |
|
|
(804 |
) |
|
|
394 |
|
|
|
49.0 |
% |
Depreciation on real estate assets |
|
|
(60,276 |
) |
|
|
(55,608 |
) |
|
|
(4,668 |
) |
|
|
(8.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses, net |
|
$ |
(155,687 |
) |
|
$ |
(174,444 |
) |
|
$ |
18,757 |
|
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income increased due to interest earned on our Privileged Access note as discussed
above. This note will mature in April 2007.
Income from other investments, net increased due to: the previously discussed increase in
ground lease activity with Privileged Access, corporate expense savings of $0.9 million, one-time
gains including a $1.0 million non-refundable deposit received upon termination of the contract for
the sale of Del Rey (see Note 5 of the Notes to the Consolidated Financial Statements contained in
this Form 10-K) and a $0.9 million gain on sale of our preferred partnership interest in College
Heights. This investment was previously classified as other assets. These increases were offset by a write-off of costs related to potential transactions no
longer being considered of $0.9 million.
35
Results of Operations (continued)
General and administrative expense decreased due to decreased legal costs and banking fees,
partially offset by an increase in payroll. Interest and related amortization increased due to
acquisitions offset by a decrease in our average interest rates due to refinancings in 2005.
Loss on early debt retirement decreased due to transaction costs on early debt retirement
related to refinancings in 2005 (see Note 8 of the Notes to the Consolidated Financial Statements
contained in this Form 10-K).
Depreciation on corporate assets decreased as a result of assets being fully depreciated.
Depreciation on real estate increased $4.7 million primarily relating to acquisitions.
Equity in Income of Unconsolidated Joint Ventures
For the year ended December 31, 2006, equity in income of unconsolidated joint ventures
decreased $2.9 million primarily due to the purchase of the remaining interest in the Mezzanine
Properties in the first quarter of 2006 (see Liquidity and Capital Resources Investing
Activities), as well as distributions received in 2005 from three joint ventures relating to debt
refinancings by the ventures. Two of these distributions exceeded the Companys basis and
therefore were included in income from unconsolidated joint ventures in 2005. These decreases are
partially offset by the net gain on sale of the property owned by the Indian Wells joint venture.
Comparison of Year Ended December 31, 2005 to Year Ended December 31, 2004
The following table summarizes certain financial and statistical data for the Property
Operations for all Properties owned throughout both periods (Core Portfolio) and the Total
Portfolio for the years ended December 31, 2005 and 2004 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Portfolio |
|
|
Total Portfolio |
|
|
|
|
|
|
|
|
|
|
|
Increase / |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase / |
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
(Decrease) |
|
|
% Change |
|
|
2005 |
|
|
2004 |
|
|
(Decrease) |
|
|
% Change |
|
Community base rental income |
|
$ |
204,150 |
|
|
$ |
196,292 |
|
|
$ |
7,858 |
|
|
|
4.0 |
% |
|
$ |
213,280 |
|
|
$ |
204,190 |
|
|
$ |
9,090 |
|
|
|
4.5 |
% |
Resort base rental income |
|
|
14,994 |
|
|
|
14,537 |
|
|
|
457 |
|
|
|
3.1 |
% |
|
|
74,371 |
|
|
|
54,661 |
|
|
|
19,710 |
|
|
|
36.1 |
% |
Utility and other income |
|
|
20,886 |
|
|
|
20,244 |
|
|
|
642 |
|
|
|
3.2 |
% |
|
|
27,367 |
|
|
|
24,496 |
|
|
|
2,871 |
|
|
|
11.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating revenues |
|
|
240,030 |
|
|
|
231,073 |
|
|
|
8,957 |
|
|
|
3.9 |
% |
|
|
315,018 |
|
|
|
283,347 |
|
|
|
31,671 |
|
|
|
11.2 |
% |
Property operating and
maintenance |
|
|
70,592 |
|
|
|
66,483 |
|
|
|
4,109 |
|
|
|
6.2 |
% |
|
|
103,832 |
|
|
|
91,812 |
|
|
|
12,020 |
|
|
|
13.1 |
% |
Real estate taxes |
|
|
19,931 |
|
|
|
19,085 |
|
|
|
846 |
|
|
|
4.4 |
% |
|
|
24,671 |
|
|
|
22,723 |
|
|
|
1,948 |
|
|
|
8.6 |
% |
Property management |
|
|
9,978 |
|
|
|
9,358 |
|
|
|
620 |
|
|
|
6.6 |
% |
|
|
15,919 |
|
|
|
12,852 |
|
|
|
3,067 |
|
|
|
23.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
|
100,501 |
|
|
|
94,926 |
|
|
|
5,575 |
|
|
|
5.9 |
% |
|
|
144,422 |
|
|
|
127,387 |
|
|
|
17,035 |
|
|
|
13.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from property operations |
|
$ |
139,529 |
|
|
$ |
136,147 |
|
|
$ |
3,382 |
|
|
|
2.5 |
% |
|
$ |
170,596 |
|
|
$ |
155,960 |
|
|
$ |
14,636 |
|
|
|
9.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Operating Revenues
The 3.9% increase in the Core Portfolio property operating revenues reflects (i) a 4.7%
increase in rates for our community base rental income combined with a 0.7% decrease in occupancy,
(ii) a 3.1% increase in revenues for our core resort base income, and (iii) an increase in utility
income due to higher utility rates. Total Portfolio operating revenues increased due to current
year acquisitions and 2004 acquisitions owned for the full year in 2005 (see Note 5 of the Notes to
Consolidated Financial Statements contained in this Form 10-K).
Property Operating Expenses
The 6.2% increase in property operating and maintenance expense for the Core Portfolio is due
primarily to increases in administrative expense, utility expense increases greater than CPI, and
increased insurance expenses. The 4.4% increase in Core Portfolio real estate taxes is generally
due to higher property tax assessments on certain Properties. Property management
expense for the Core Portfolio, which reflects costs of managing the Properties and is
estimated based on a percentage of Property operating revenues, increased due to payroll costs, but
remained at approximately 4% of revenue. Property management expense for the Total Portfolio
increased primarily due to overall Company growth and new marketing initiatives. Total Portfolio
operating expenses increased due to our current year acquisitions and 2004 acquisitions owned for
the full year in 2005.
36
Results of Operations (continued)
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales
Operations for the years ended December 31, 2005 and 2004 (amounts in thousands, except sales
volumes).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
Variance |
|
|
% Change |
|
Gross revenues from new home sales |
|
$ |
62,664 |
|
|
$ |
43,324 |
|
|
$ |
19,340 |
|
|
|
44.6 |
% |
Cost of new home sales |
|
|
(53,899 |
) |
|
|
(38,067 |
) |
|
|
(15,832 |
) |
|
|
(41.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit from new home sales |
|
|
8,765 |
|
|
|
5,257 |
|
|
|
3,508 |
|
|
|
66.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross revenues from used home sales |
|
|
3,350 |
|
|
|
4,080 |
|
|
|
(730 |
) |
|
|
(17.9 |
%) |
Cost of used home sales |
|
|
(3,572 |
) |
|
|
(3,510 |
) |
|
|
(62 |
) |
|
|
(1.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross (loss) profit from used home sales |
|
|
(222 |
) |
|
|
570 |
|
|
|
(792 |
) |
|
|
(138.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokered resale revenues, net |
|
|
2,714 |
|
|
|
2,176 |
|
|
|
538 |
|
|
|
24.7 |
% |
Home selling expenses |
|
|
(8,838 |
) |
|
|
(8,630 |
) |
|
|
(208 |
) |
|
|
(2.4 |
%) |
Ancillary services revenues, net |
|
|
2,227 |
|
|
|
2,280 |
|
|
|
(53 |
) |
|
|
(2.3 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from home sales operations |
|
$ |
4,646 |
|
|
$ |
1,653 |
|
|
$ |
2,993 |
|
|
|
181.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home sales volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New home sales (1) |
|
|
771 |
|
|
|
514 |
|
|
|
257 |
|
|
|
50.0 |
% |
Used home sales |
|
|
271 |
|
|
|
341 |
|
|
|
(70 |
) |
|
|
(20.5 |
%) |
Brokered home resales |
|
|
1,526 |
|
|
|
1,415 |
|
|
|
111 |
|
|
|
7.8 |
% |
|
|
|
(1) |
|
Includes third party home sales of 84 and 0 for the years ended December 31, 2005 and
2004, respectively. |
New home sales gross profit reflects a 50% increase in sales volume combined with an
increase in average selling price of approximately $7,000 per home or approximately 8%. Used home
sales gross profit reflects lower gross margin per home and lower volumes. Brokered resale
revenues reflect increased resale volumes. Home selling expenses had a modest increase of 2.4%.
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2005
and 2004 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
Variance |
|
|
% Change |
|
Interest income |
|
$ |
1,406 |
|
|
$ |
1,391 |
|
|
$ |
15 |
|
|
|
1.1 |
% |
Income from other investments, net |
|
|
16,609 |
|
|
|
3,475 |
|
|
|
13,134 |
|
|
|
378.0 |
% |
General and administrative |
|
|
(13,624 |
) |
|
|
(9,243 |
) |
|
|
(4,381 |
) |
|
|
47.4 |
% |
Rent control initiatives |
|
|
(1,081 |
) |
|
|
(2,412 |
) |
|
|
1,331 |
|
|
|
(55.2 |
%) |
Interest and related amortization |
|
|
(100,712 |
) |
|
|
(91,154 |
) |
|
|
(9,558 |
) |
|
|
10.5 |
% |
Loss on early debt retirement |
|
|
(20,630 |
) |
|
|
|
|
|
|
(20,630 |
) |
|
|
|
|
Depreciation on corporate assets |
|
|
(804 |
) |
|
|
(1,657 |
) |
|
|
853 |
|
|
|
(51.5 |
%) |
Depreciation on real estate assets |
|
|
(55,608 |
) |
|
|
(47,467 |
) |
|
|
(8,141 |
) |
|
|
17.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses, net |
|
$ |
(174,444 |
) |
|
$ |
(147,067 |
) |
|
$ |
(27,377 |
) |
|
|
18.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in other expenses, net of approximately $27 million relates to the following:
approximately $20.6 million for transaction costs on early debt retirement related to refinancings
in 2005 (see Note 8 of the Notes to the Consolidated Financial Statements contained in this Form
10-K); an increase in interest expense of approximately $10 million related to the full year effect
in 2005 of our 2004 acquisition debt and additional 2005 acquisition debt; and increased general
and administrative expense of $4.5 million due to increased payroll, legal, recruiting and travel
costs. Depreciation on real estate increased $8.1 million relating to the full year effect in 2005
of our 2004 acquisitions. These are partially offset by increased income from other investments,
net that includes approximately $16.1 million of lease income from the Thousand Trails ground lease
entered into on November 10, 2004.
38
Results of Operations (continued)
Equity in Income of Unconsolidated Joint Ventures
During 2005, we received distributions from three joint ventures relating to debt refinancings
by the ventures. Two of these distributions exceeded the Companys basis and therefore were
included in the income from unconsolidated joint ventures. Our 2005 acquisitions and the full year
effect of our 2004 acquisitions also contributed to the increase.
Liquidity and Capital Resources
Liquidity
As of December 31, 2006, the Company had $1.6 million in cash and cash equivalents and $143.8
million available on its lines of credit. The Company expects to meet its short-term liquidity
requirements, including its distributions, generally through its working capital, net cash provided
by operating activities and availability under the existing lines of credit. The Company expects
to meet certain long-term liquidity requirements such as scheduled debt maturities, property
acquisitions and capital improvements by long-term collateralized and uncollateralized borrowings
including borrowings under its existing lines of credit and the issuance of debt securities or
additional equity securities in the Company, in addition to net cash provided by operating
activities. The table below summarizes cash flow activity for the twelve months ended December 31,
2006, 2005 and 2004 (amounts in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the twelve months ended |
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Cash provided by operating activities |
|
$ |
99,457 |
|
|
$ |
90,326 |
|
|
$ |
46,733 |
|
Cash used in investing activities |
|
|
(67,086 |
) |
|
|
(66,246 |
) |
|
|
(366,654 |
) |
Cash used in financing activities |
|
|
(31,376 |
) |
|
|
(28,775 |
) |
|
|
(514 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
$ |
995 |
|
|
$ |
(4,695 |
) |
|
$ |
(320,435 |
) |
|
|
|
|
|
|
|
|
|
|
Operating Activities
Net cash provided by operating activities increased $9.1 million for the year ended December
31, 2006. As discussed in Results of Operations above, this increase reflects increases in
property operating income and income from other investments, net, offset by an increase in interest
expense and a decrease in home sales. Net cash provided by operating activities increased $43.6
million for the year ended December 31, 2005 from $46.7 million for the year ended December 31,
2004. This increase reflects increased property operating income as discussed in Results of
Operations above and a decrease in working capital.
Investing Activities
Net cash used in investing activities reflects the impact of the following investing
activities:
Acquisitions
2006 Acquisitions
During the year ended December 31, 2006, we completed the following transactions:
|
|
|
Purchased the remaining interest in the Mezzanine Properties (the Mezzanine Portfolio)
in which we had initially invested approximately $30.0 million to acquire preferred equity
interests during the first quarter of 2004. The Mezzanine Portfolio consists of 11
Properties containing 5,057 sites: five Properties are located in Arizona, four in Florida,
and one each in North Carolina and South Carolina. The total purchase price was
approximately $105.0 million, including our existing investment in these Properties of
$32.2 million and our general partnership investment of $1.4 million. The acquisition was
funded by new debt financing of $47.1 million and assumed debt of approximately $25.9
million. Net working capital acquired included $3.2 million of rents received in advance
and $0.4 million in other net payables. In connection with this acquisition we also
purchased $1.9 million of inventory. |
39
Liquidity and Capital Resources (continued)
|
|
|
Purchased seven membership campground Properties (Mid-Atlantic Portfolio) which contain
1,594 sites including 950 acres of developable expansion land and are located in Florida,
New York, North Carolina, South Carolina, Michigan, Kentucky and Alabama. The total
purchase price of approximately $14.3 million was funded by the exchange of two all-age
Properties, located in Indiana, previously held for sale containing 495 sites, and $5.0
million in cash. We provided short-term seller financing of $3.4 million. This note has
been repaid in full. Net working capital acquired included $0.6 million of rents received
in advance. The acquisition was funded from our lines of credit. |
|
|
|
|
Purchased two additional Thousand Trails Properties, located in California and Florida,
and certain personal property for $10.0 million. These Properties were leased back as part
of the amended TT lease (see Privileged Access discussion above). The acquisition was
funded from our lines of credit. |
|
|
|
|
Purchased Tranquil Timbers, a Property located in Door County, Wisconsin, containing 270
sites for a total purchase price of $2.8 million. The acquisition was funded from our
lines of credit. |
|
|
|
|
Purchased 15 Membership Campground Properties (Outdoor World Portfolio) which contain
3,962 sites and are located in Illinois, Massachusetts, Maine, North Carolina, New Jersey,
Pennsylvania and Virginia. The total purchase price of approximately $10 million was
funded from our lines of credit. |
|
|
|
|
Purchased the remaining 75% interest in four Diversified joint venture Properties in
which we had an existing 25% joint venture ownership interest. The gross purchase price
was approximately $20.5 million and we assumed debt of $12.8 million. Net working capital
acquired included $1.2 million of rents received in advance and $0.6 million of escrow
deposits. |
Certain purchase price adjustments may be made within one year following the acquisitions.
2005 Acquisitions
During the year ended December 31, 2005, we acquired seven Properties (see Note 5 of the Notes
to Consolidated Financial Statements contained in this Form 10-K). The combined real estate
investment in these Properties was approximately $89.9 million and was funded with money drawn from
our lines of credit and debt assumed of $53.5 million. We also assumed approximately $5.4 million
in escrow deposits and $4.0 million of rents received in advance as a result of these acquisitions.
2004 Acquisitions
During the year ended December 31, 2004, we acquired 111 Properties. The combined investment
in real estate for these 111 Properties was approximately $703 million and was funded with monies
held in short-term investments, debt assumed of $352 million which includes a mark-to-market
adjustment of $10.4 million, new financing of $124 million, and borrowings from our lines of
credit. Included in the above as previously described are 57 Properties purchased as part of the
Thousand Trails Transaction; the income related to this transaction is classified as Income from
other investments, net on the Consolidated Statements of Operations.
We assumed inventory of approximately $1.2 million, other assets of $4.9 million, rents
received in advance of approximately $13.6 million and other liabilities of approximately $5.8
million in connection with the 2004 acquisitions. The Company also issued common OP Units for value
of approximately $32.2 million.
We continue to look at acquiring additional assets and are at various stages of negotiations
with respect to potential acquisitions. Funding is expected to be provided by either proceeds from
potential dispositions, lines of credit draws, or other financing.
Dispositions
During the year ended December 31, 2006, we exchanged two Properties located in Indiana as
part of the Mid-Atlantic Portfolio acquisition discussed above. We recorded a loss on sale for
this transaction of $0.2 million.
During the year ended December 31, 2005, we sold one Property located in Cedar Rapids, Iowa
for a selling price of $6.7 million. Net proceeds of $6.3 million were used to repay amounts
outstanding on our lines of credit. A gain on sale of
approximately $2.3 million was recorded during the fourth quarter of 2005.
40
Liquidity and Capital Resources (continued)
During the year ended December 31, 2004, we sold one Property located in Lake Placid, Florida
for a selling price of $3.4 million, with net proceeds of $0.8 million received in July 2004. No
gain or loss on disposition was recognized in the period. In addition, we sold approximately 1.4
acres of land in Montana for a gain and net proceeds of $0.6 million.
We currently have four all-age Properties held for disposition and are in various stages of
negotiations for sale. We plan to reinvest the sale proceeds or reduce outstanding lines of
credit. On January 10, 2007, we sold Lazy Lakes, a 100 site resort Property in the Florida Keys
for proceeds of $8 million and an approximate gain of $5 million.
The operating results of all properties sold or held for disposition have been reflected in
the discontinued operations of the Consolidated Statements of Operations contained in this Form
10-K.
Notes Receivable Activity
On April 14, 2006, in connection with Privileged Access purchase of TT (see Privileged Access
discussion above) the Company loaned Privileged Access $12.3 million. This loan is secured by the
net contract receivables owned by Privileged Access. The note receivable bears interest at a per
annum rate of prime plus 1.5% and matures on April 14, 2007. The note contains certain quarterly
covenants. On August 21, 2006, the seller financing of $3.4 million provided in connection with
the Mid-Atlantic Portfolio acquisition described above was repaid.
Investments in and distributions from unconsolidated joint ventures
During the year ended December 31, 2006, the Company invested approximately $1.1 million in
five joint ventures owning five Properties located in Florida, Massachusetts, Maine and two in
Virginia. The Company also invested approximately $1.6 million in developing one of the Bar Harbor
joint venture Properties, which resulted in an increase of the Companys ownership interest per the
joint venture agreement.
During the year ended December 31, 2006, the Company received approximately $5.1 million in
distributions from our joint ventures. $3.5 million of these distributions were classified as
return on capital and were included in operating activities. The remaining distributions of
approximately $1.6 million were classified as a return of capital and were included in investing
activities and related to our sale of the Property owned by the Indian Wells joint venture and the
sale of our interest in the Blazing Star joint venture.
During the year ended December 31, 2005, the Company invested approximately $7.0 million for a
50% preferred joint venture interest in three Properties located near Bar Harbor, Maine. The
Company also invested approximately $0.6 million for a 40% interest in a Texas Property owned by a
joint venture controlled by Diversified Investments, Inc (Diversified).
During the year ended December 31, 2005, the Company received approximately $11.3 million in
distributions from our joint ventures. $5.8 million of these distributions were classified as
return on capital and were included in operating activities. The remaining distributions of
approximately $5.5 million were classified as a return of capital, were included in investing
activities, and related to refinancings at three of our joint venture Properties.
During the year ended December 31, 2004, the Company invested approximately $29.7 million in
preferred equity interests in six entities controlled by Diversified (the Mezzanine Investment).
These entities owned in the aggregate 11 Properties, containing 5,057 sites. Approximately $11.7
million of the Mezzanine Investment accrued at a per annum average rate of 10%, with a minimum pay
rate of 6.5% per annum, and approximately $17.9 million of the Mezzanine Investment accrued at a
per annum average rate of 11%, with a minimum pay rate of 7% per annum. As discussed above, on
March 22, 2006, we acquired the remaining interests in these Properties.
During the year ended December 31, 2004, the Company invested approximately $4.1 million in 11
joint ventures controlled by Diversified. The joint venture agreements included terms to allow the
Company to purchase these Properties on various dates. As previously discussed, during the fourth
quarter of 2006 we acquired four of these Properties. An additional Property was purchased in
January 2007.
In addition, the Company recorded approximately $3.6 million, $6.5 million and $3.7 million of
net income from joint ventures, net of $1.9 million, $2.0 million and $1.2 million of depreciation,
in the years ended December 31, 2006, 2005 and 2004, respectively.
Due to the Companys inability to control the joint ventures, the Company accounts for its
investment in the joint ventures using the equity method of accounting.
41
Liquidity and Capital Resources (continued)
Proceeds from sale of investment
During the year ended December 31, 2006, the Company sold its preferred partnership interest
in College Heights for approximately $9.0 million. At the time of the sale, College Heights owned
a portfolio of 11 Properties with approximately 1,900 sites located in Michigan, Ohio and Florida.
The proceeds received represent a per site value of approximately $22,000.
Capital improvements
Capital expenditures for improvements are identified by the Company as recurring capital
expenditures (Recurring CapEx), site development costs and corporate costs. Recurring CapEx was
approximately $14.6 million, $15.9 million and $13.7 million for the years ended December 31, 2006,
2005 and 2004, respectively. Included in Recurring CapEx for the years ended 2006 and 2005 is
approximately $2.0 million and $3.4 million of costs incurred to replace hurricane damaged assets.
Site development costs were approximately $17.3 million, $16.2 million and $13.0 million for the
years ended December 31, 2006, 2005 and 2004, respectively, and represent costs to develop
expansion sites at certain of the Companys Properties and costs for improvements to sites when a
smaller used home is replaced with a larger new home. Corporate costs such as computer hardware,
office furniture and office improvements and expansion were $0.3 million, $0.8 million and $0.4
million for the years ended December 31, 2006, 2005 and 2004, respectively.
Financing Activities
Net cash used in financing activities reflects the impact of the following:
Mortgages and Credit Facilities
Financing, Refinancing and Early Debt Retirement
2006 Activity
During the year ended December 31, 2006, the Company completed the following transactions:
|
|
|
Assumed $25.9 million in mortgage debt on four of the eleven Properties related to the
acquisition of the Mezzanine Portfolio. During the second and third quarters of 2006, this
mortgage debt was defeased. Net proceeds of approximately $10.4 million were used to pay
down the lines of credit. The four mortgages bear interest at weighted average interest
rates ranging from 5.69% to 6.143% per annum and mature in 2016. In addition, we financed
$47.1 million of mortgage debt to acquire the remaining seven Properties in the Mezzanine
Portfolio. The seven mortgages bear interest at weighted average rates ranging from 5.70%
to 5.72% per annum, and mature in April 2016. |
|
|
|
|
Received $3.0 million and $2.9 million in mortgage debt proceeds as a result of meeting
certain operational criteria at the Monte Vista Property and the Viewpoint Property,
respectively. These proceeds were used to pay down the lines of credit. |
|
|
|
|
Renewed our unsecured debt. We replaced the term loan which had a remaining balance of
$100 million maturing in 2007, and a $110 million line of credit maturing in August 2006
with a $225 million line of credit with a four-year maturity and one-year extension option.
The new facility bears interest at the London Interbank Offered Rate (LIBOR) plus 1.20%
per annum with a 0.15% facility fee per annum. The interest rate on the term loan was
LIBOR plus 1.75% per annum and the $110 million line of credit had an interest rate of
LIBOR plus 1.65% and had a 0.15% unused fee, both per annum. The interest rate on $75
million of the outstanding balance on the new lines of credit is fixed at 6.38% per annum
through mid-December 2007. We also renewed our $50 million line of credit which bears
interest at LIBOR plus 1.20% per annum with a 0.20% facility fee per annum, and matures on
June 29, 2010. The renewal increases our financial flexibility and lowers our credit
spread. |
|
|
|
|
Acquired for $2.4 million land formerly subject to a ground lease previously classified
as mortgage debt relating to the Golden Terrace South Property. |
|
|
|
|
Assumed $12.8 million in mortgage debt in connection with the acquisition of the
remaining interests in four Diversified Properties. The four mortgages have a weighted
average interest rate of approximately 5.5% per annum
and a weighted average maturity of three years. |
42
Liquidity and Capital Resources (continued)
2005 Activity
During the third quarter of 2005, the Company refinanced two mortgage loans for proceeds of
$34 million at an interest rate of 4.95% per annum. Net proceeds were used to pay down
approximately $20 million in other secured financing maturing in 2006.
On December 2, 2005, the Company refinanced approximately $293 million of secured debt
maturing in 2007 with an effective interest rate of 6.8% per annum. This debt was secured by two
cross-collateralized loan pools consisting of 35 Properties. The transaction generated
approximately $337 million in proceeds from loans secured by individual mortgages on 20 Properties.
The blended interest rate on the refinancing was approximately 5.3% per annum and the loans mature
in 2015. Transaction costs were approximately $20.0 million ($0.67 per fully diluted share) and
are classified as loss on early debt retirement on the Consolidated Statements of Operations. The
remaining excess proceeds were used to repay outstanding amounts on our lines of credit. This
transaction strengthened the Companys balance sheet by extending the weighted average years to
maturity by approximately two years.
During the third quarter of 2005, in connection with its acquisitions, the Company assumed
mortgage debt of approximately $53.5 million at a weighted average interest rate of approximately
5.9% per annum.
2004 Activity
In 2004, the Company assumed mortgage and other debt relating to acquisitions of approximately
$157 million. The Company borrowed an additional $194 million of mortgage debt for other
acquisitions. The mortgages bear interest at weighted average rates ranging from 5.14% to 5.81% per
annum, and mature at various dates through November 1, 2027. In addition, in connection with the
Thousand Trails Transaction, we secured a $120 million three-year term loan at LIBOR plus 1.75%.
As noted above, in 2006, the term loan was replaced by a renewal of our unsecured lines of credit.
Secured Debt
As of December 31, 2006, our secured long-term debt balance was approximately $1.6 billion,
with a weighted average interest rate in 2006 of approximately 6.1% per annum. The debt bears
interest at rates between 4.96% and 9.25% per annum and matures on various dates mainly ranging
from 2007 to 2016, with one additional loan maturing in 2027. Included in our debt balance are
three capital leases with an imputed interest rate of 11.6% per annum. We do not have any
significant long-term debt maturing in 2007 or 2008, with $205 million being the maximum amount
maturing in any of the succeeding 5 years beginning in 2008. The weighted average term to maturity
for the long-term debt is approximately 6.5 years.
Unsecured Debt
We have two unsecured lines of credit of $225 million and $50 million which bear interest at a
per annum rate of LIBOR plus 1.20% per annum and a 0.15% facility fee and 0.20% facility fee,
respectively. Throughout the year ended December 31, 2006, we
borrowed $193.6 million and paid
down $200.1 million on our lines of credit. The weighted average interest rate in 2006 for our
unsecured debt was approximately 6.3% per annum. The balance outstanding as of December 31, 2006
was $131.2 million. In December 2006, we fixed one-year LIBOR on $75 million of our outstanding
lines of credit balance. As of February 15, 2007, approximately $162 million is available to be
drawn on these combined lines of credit.
43
Liquidity and Capital Resources (continued)
Other Loans
During 2006, the Company borrowed $3.6 million to finance its insurance premium payments. As
of December 31, 2006, $0.3 million remained outstanding. This loan has been paid off. We are
currently assessing our financing options for the 2007 insurance year.
Certain of the Companys mortgages and credit agreements contain covenants and restrictions
including restrictions as to the ratio of secured or unsecured debt versus encumbered or
unencumbered assets, the ratio of fixed charges-to-earnings before interest, taxes, depreciation
and amortization (EBITDA), limitations on certain holdings and other restrictions.
Contractual Obligations
As of December 31, 2006, we were subject to certain contractual payment obligations as
described in the table below (dollars in thousands):
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations |
|
Total |
|
2007(2) |
|
2008 |
|
2009 |
|
2010(3) |
|
2011 |
|
Thereafter |
Long Term
Borrowings (1) |
|
$ |
1,711,819 |
|
|
$ |
38,228 |
|
|
$ |
202,434 |
|
|
$ |
85,925 |
|
|
$ |
359,572 |
|
|
$ |
65,136 |
|
|
$ |
960,524 |
|
Weighted average
interest rates |
|
|
6.09 |
% |
|
|
7.15 |
% |
|
|
5.65 |
% |
|
|
6.87 |
% |
|
|
6.79 |
% |
|
|
6.97 |
% |
|
|
5.71 |
% |
|
|
|
(1) |
|
Balance excludes net premiums and discounts of $5.4 million. |
|
(2) |
|
Includes principal amortizations and one loan maturing in November 2007 for approximately $20
million. We are currently assessing our refinancing options for this loan. |
|
(3) |
|
Includes lines of credit repayments in 2010 of $131 million. We have an option to extend
this maturity for one year to 2011. |
Included in the above table are certain capital lease obligations totaling approximately
$6.5 million. These agreements expire June 2009 and are paid semi-annually at an imputed interest
rate of 11.6% per annum.
The Company does not include preferred OP Unit distributions, interest expense, insurance,
property taxes and cancelable contracts in the contractual obligations table above.
The Company also leases land under non-cancelable operating leases at certain of the
Properties expiring in various years from 2008 to 2032, with terms which require twelve equal
payments per year plus additional rents calculated as a percentage of gross revenues. For the
years ended December 31, 2006, 2005 and 2004, ground lease rent was approximately $1.6 million per
year. Minimum future rental payments under the ground leases are approximately $1.6 million per
year for each of the next five years and approximately $20.7 million thereafter.
With respect to maturing debt, the Company has staggered the maturities of its long-term
mortgage debt over an average of approximately 7 years, with no more than $600 million in principal
maturities coming due in any single year. The Company believes that it will be able to refinance
its maturing debt obligations on a secured or unsecured basis; however, to the extent the Company
is unable to refinance its debt as it matures, it believes that it will be able to repay such
maturing debt from asset sales and/or the proceeds from equity issuances. With respect to any
refinancing of maturing debt, the Companys future cash flow requirements could be impacted by
significant changes in interest rates or other debt terms, including required amortization
payments.
44
Liquidity and Capital Resources (continued)
Equity Transactions
In order to qualify as a REIT for federal income tax purposes, the Company must distribute 90%
or more of its taxable income (excluding capital gains) to its stockholders. The following regular
quarterly distributions have been declared and paid to common stockholders and minority interests
since January 1, 2004.
|
|
|
|
|
|
|
Distributions |
|
For the Quarter |
|
Stockholder |
|
|
Per Share |
|
Ending |
|
Record Date |
|
Payment Date |
$0.0125
|
|
March 31, 2004
|
|
March 26, 2004
|
|
April 9, 2004 |
$0.0125
|
|
June 30, 2004
|
|
June 25, 2004
|
|
July 9, 2004 |
$0.0125
|
|
September 30, 2004
|
|
September 24, 2004
|
|
October 8, 2004 |
$0.0125
|
|
December 31, 2004
|
|
December 31, 2004
|
|
January 14, 2005 |
|
$0.0250
|
|
March 31, 2005
|
|
March 25, 2005
|
|
April 8, 2005 |
$0.0250
|
|
June 30, 2005
|
|
June 24, 2005
|
|
July 8, 2005 |
$0.0250
|
|
September 30, 2005
|
|
September 30, 2005
|
|
October 14, 2005 |
$0.0250
|
|
December 31, 2005
|
|
December 30, 2005
|
|
January 13, 2006 |
|
$0.0750
|
|
March 31, 2006
|
|
March 31, 2006
|
|
April 14, 2006 |
$0.0750
|
|
June 30, 2006
|
|
June 30, 2006
|
|
July 14, 2006 |
$0.0750
|
|
September 30, 2006
|
|
September 29, 2006
|
|
October 13, 2006 |
$0.0750
|
|
December 31, 2006
|
|
December 29, 2006
|
|
January 12, 2007 |
2006 Activity
On November 7, 2006, the Company announced that in 2007 the annual distribution per common
share will be $0.60 per share up from $0.30 per share in 2006 and $0.10 per share in 2005. This
decision recognizes the Companys investment opportunities and the importance of its dividend to
its stockholders.
On December 29, 2006, September 29, 2006, June 30, 2006 and March 31, 2006, the Operating
Partnership paid distributions of 8.0625% per annum on the $150 million of Series D 8% Units and
7.95% per annum on the $50 million of Series F 7.95% Units.
During the year ended December 31, 2006, we received approximately $3.8 million in net
proceeds from stock option exercises and the employee stock purchase plan.
2005 Activity
The 2006 annual distribution per common share was $0.30 per share, up from $0.10 per share in
2005 and $0.05 per share in 2004.
On March 24, 2005, the Operating Partnership issued $25 million of 8.0625% Series D Cumulative
Redeemable Perpetual Preference Units (the Series D 8% Units), to institutional investors. The
Series D 8% Units are non-callable for five years. In addition, the Operating Partnership had an
existing $125 million of 9.0% Series D Cumulative Redeemable Perpetual Preference Units (the
Series D 9% Units) outstanding that were callable by the Company as of September 2004. In
connection with the new issue, the Operating Partnership agreed to extend the non-call provision of
the Series D 9% Units to be coterminous with the new issue, and the institutional investors holding
the Series D 9% Units agreed to lower the rate on such units to 8.0625%. All of the units have no
stated maturity or mandatory redemption. Net proceeds from the offering were used to pay down
amounts outstanding under the Companys lines of credit.
On June 30, 2005, the Operating Partnership issued $50 million of 7.95% Series F Cumulative
Redeemable Perpetual Preference Units (the Series F Units), to institutional investors. The
Series F Units are non-callable for five years and have no stated maturity or mandatory redemption.
Net proceeds from the offering were used to pay down amounts outstanding under the Companys lines
of credit.
On March 24, 2005, the Operating Partnership paid distributions of 9.0% per annum on the $125
million of Series D 9% Units. For the seven days ended March 31, 2005 and the nine months
thereafter, the Operating Partnership paid distributions of 8.0625% per annum on the $150 million
of Series D 8% Units. For the six months ended December 31, 2005, the Operating
Partnership paid distributions of 7.95% per annum on the $50 million of Series F Units.
Distributions on the Units were paid quarterly on the last calendar day of each quarter.
45
Liquidity and Capital Resources (continued)
During the year ended December 31, 2005, we received approximately $4.0 million in net
proceeds from stock option exercises and the employee stock purchase plan.
2004 Activity
During the twelve months ended December 31, 2004, in connection with its 2004 acquisitions the
Company issued 1.2 million common OP Units valued at $36.7 million, of which approximately $28.7
million has been classified as paid-in capital. On December 21, 2004, we redeemed 126,765 common
OP Units for approximately $4.5 million, of which approximately $3.5 million has been classified as
paid-in capital.
During the year ended December 31, 2004, we received approximately $4.9 million in net
proceeds from stock option exercises and the employee stock purchase plan.
Inflation
Substantially all of the leases at the Properties allow for monthly or annual rent increases
which provide us with the opportunity to achieve increases, where justified by the market, as each
lease matures. Such types of leases generally minimize the risks of inflation to the Company. In
addition, our resort Properties are not generally subject to leases and rents are established for
these sites on an annual basis.
Funds From Operations
Funds from Operations (FFO) is a non-GAAP financial measure. We believe FFO, as defined by
the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT), to
be an appropriate measure of performance for an equity REIT. While FFO is a relevant and widely
used measure of operating performance for equity REITs, it does not represent cash flow from
operations or net income as defined by GAAP, and it should not be considered as an alternative to
these indicators in evaluating liquidity or operating performance.
FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from
sales of Properties, plus real estate related depreciation and amortization, and after adjustments
for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships
and joint ventures are calculated to reflect FFO on the same basis. We believe that FFO is helpful
to investors as one of several measures of the performance of an equity REIT. We further believe
that by excluding the effect of depreciation, amortization and gains or losses from sales of real
estate, all of which are based on historical costs and which may be of limited relevance in
evaluating current performance, FFO can facilitate comparisons of operating performance between
periods and among other equity REITs. Investors should review FFO, along with GAAP net income and
cash flow from operating activities, investing activities and financing activities, when evaluating
an equity REITs operating performance. We compute FFO in accordance with standards established by
NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in
accordance with the current NAREIT definition or that interpret the current NAREIT definition
differently than we do. FFO does not represent cash generated from operating activities in
accordance with GAAP, nor does it represent cash available to pay distributions and should not be
considered as an alternative to net income, determined in accordance with GAAP, as an indication of
our financial performance, or to cash flow from operating activities, determined in accordance with
GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash
needs, including our ability to make cash distributions.
46
Liquidity and Capital Resources (continued)
The following table presents a calculation of FFO for the years ended December 31, 2006, 2005
and 2004 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Computation of funds from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available for Common Shares |
|
$ |
16,632 |
|
|
$ |
(2,333 |
) |
|
$ |
4,026 |
|
Income (loss) allocated to Common OP Units |
|
|
4,318 |
|
|
|
(539 |
) |
|
|
936 |
|
Depreciation on real estate assets |
|
|
60,276 |
|
|
|
55,608 |
|
|
|
47,467 |
|
Depreciation expense included in discontinued operations |
|
|
84 |
|
|
|
410 |
|
|
|
1,427 |
|
Depreciation expense included in equity in income from
joint ventures |
|
|
1,909 |
|
|
|
1,960 |
|
|
|
1,230 |
|
Gain on sale of Properties |
|
|
(852 |
) |
|
|
(2,279 |
) |
|
|
(638 |
) |
|
|
|
|
|
|
|
|
|
|
Funds from operations available for Common Shares |
|
$ |
82,367 |
|
|
$ |
52,827 |
|
|
$ |
54,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares outstanding fully diluted |
|
|
30,241 |
|
|
|
29,927 |
|
|
|
29,465 |
|
|
|
|
|
|
|
|
|
|
|
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and interest rates. Our
earnings, cash flows and fair values relevant to financial instruments are dependent on prevailing
market interest rates. The primary market risk we face is long-term indebtedness, which bears
interest at fixed and variable rates. The fair value of our long-term debt obligations is affected
by changes in market interest rates. At December 31, 2006, approximately 96% or approximately $1.6
billion of our outstanding debt had fixed interest rates, which minimizes the market risk until the
debt matures. For each increase in interest rates of 1% (or 100 basis points), the fair value of
the total outstanding debt would decrease by approximately $99.3 million. For each decrease in
interest rates of 1% (or 100 basis points), the fair value of the total outstanding debt would
increase by approximately $106.1 million.
At December 31, 2006, approximately 4% or approximately $75.8 million of our outstanding debt
was short-term and at variable rates. Earnings are affected by increases and decreases in market
interest rates on this debt. For each increase/decrease in interest rates of 1% (or 100 basis
points), our earnings would increase/decrease by approximately $0.8 million annually.
47
FORWARD-LOOKING STATEMENTS
This report includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. When used, words such as anticipate, expect,
believe, project, intend, may be and will be and similar words or phrases, or the
negative thereof, unless the context requires otherwise, are intended to identify forward-looking
statements. These forward-looking statements are subject to numerous assumptions, risks and
uncertainties, including, but not limited to: in the age-qualified Properties, home sales results
could be impacted by the ability of potential homebuyers to sell their existing residences as well
as by financial markets volatility; in the all-age Properties, results from home sales and
occupancy will continue to be impacted by local economic conditions, lack of affordable
manufactured home financing, and competition from alternative housing options including site-built
single-family housing; our ability to maintain rental rates and occupancy with respect to
Properties currently owned or pending acquisitions; our assumptions about rental and home sales
markets; the completion of pending acquisitions and timing with respect thereto; the effect of
interest rates as well as other risks indicated from time to time in our filings with the
Securities and Exchange Commission. These forward-looking statements are based on managements
present expectations and beliefs about future events. As with any projection or forecast, these
statements are inherently susceptible to uncertainty and changes in circumstances. The Company is
under no obligation to, and expressly disclaims any obligation to, update or alter its
forward-looking statements whether as a result of such changes, new information, subsequent events
or otherwise.
48
Item 8. Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements on page F-1 of this Form 10-K.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Companys management, with the participation of the Companys Chief Executive Officer and
Chief Financial Officer, maintains a system of disclosure controls and procedures, designed to
provide reasonable assurance that information the Company is required to disclose in the reports
that the Company files under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission rules and forms.
The Companys management with the participation of the Chief Executive Officer and the Chief
Financial Officer has evaluated the effectiveness of the Companys disclosure controls and
procedures as of December 31, 2006. Based on that evaluation, the Companys Chief Executive
Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures
were effective at the reasonable assurance level as of the end of the period covered by this annual
report.
Changes in Internal Control Over Financial Reporting
There were no material changes to the Companys internal controls over financial reporting
during the fourth quarter.
Report of Management on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934. The Companys internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Based on managements assessment, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2006, using the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework.
The Companys independent registered public accounting firm has issued an attestation report
on managements assessment of the Companys internal control over financial reporting. That report
appears on page F-2 of the Consolidated Financial Statements.
Item 9B. Other Information
On December 28, 2006, the Compensation, Nominating and Corporate Governance Committee of the
Board of Directors (the Compensation Committee) approved the issuance of 147,500 shares of
restricted common stock to the executive officers and one additional employee of the Company (the
2006 Award Program). The 2006 Award Program was created pursuant to the authority set forth in
the Companys 1992 Stock Option and Award Plan, as amended and restated (the Stock Option and
Award Plan). On December 28, 2006, the executive officers were granted shares of restricted
common stock in accordance with the 2006 Award Program as follows: Mr. Tom Heneghan, President and
Chief Executive Officer, was granted 40,000 shares; Mr. Roger Maynard, Executive Vice President and
Chief Operating Officer, was granted 30,000 shares; Mr. Michael Berman, Executive Vice President
and Chief Financial Officer, was granted 25,000 shares; Ms. Ellen Kelleher, Executive Vice
President and General Counsel, was awarded 25,000 shares; and, Ms. Marguerite Nader, Vice President
of New Business Development, was awarded 20,000 shares. Such shares are subject to a three year
vesting schedule, with one-third vesting on each of December 31, 2007, December 31, 2008 and
December 31, 2009.
Pursuant to the authority granted in the Stock Option and Award Plan, in November 2006 the
Compensation Committee approved the annual award of stock options to be granted to the Chairman of
the Board, the Compensation Committee Chairperson and Lead Director, the Executive Committee
Chairperson, and the Audit Committee Chairperson and Audit Committee Financial Expert on January
31, 2007 for their services rendered in 2006. On January 31, 2007, Mr. Samuel Zell was awarded
options to purchase 100,000 shares of common stock for services rendered as Chairman of the Board
in 2006; Mrs. Sheli Rosenberg was awarded options to purchase 25,000 shares of common stock, which
she elected to receive as 5,000 shares of restricted common stock, for services rendered as Lead
Director and Chairperson of the Compensation Committee; Mr. Howard Walker was awarded options to
purchase 15,000 shares of common stock, for services rendered as Chairperson of the Executive
Committee during 2006; and Mr. Philip Calian was awarded options to purchase 15,000 shares of
common stock, for services rendered as Audit Committee Financial Expert and Audit Committee
Chairperson. One-third of the options to purchase common stock and the shares of restricted common
stock covered by these awards vests on each of December 31, 2007, December 31, 2008 and December
31, 2009.
49
PART III
Item 10. Directors and Executive Officers of the Registrant
The
information required by Item 10 will be contained in the 2007
Proxy Statement, and thus this Part has been omitted in accordance
with General Instruction G(3) to Form 10-K.
Items 11, 12, 13 and 14.
Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters, Certain Relationships and Related Transactions, and Director
Independence, and Principal Accountant Fees and Services
The information required by Item 11, Item 12, Item 13 and Item 14 will be contained in the
2007 Proxy Statement, and thus this Part has been omitted in accordance with General Instruction
G(3) to Form 10-K.
50
PART IV
Item 15. Exhibits and Financial Statements Schedules
1. Financial Statements
See Index to Financial Statements and Schedules on page F-1 of this Form 10-K.
2. Financial Statement Schedules
See Index to Financial Statements and Schedules on page F-1 of this Form 10-K.
3. Exhibits:
|
|
|
|
|
|
|
2(a)
|
|
Admission Agreement between Equity Financial and Management Co., Manufactured
Home Communities, Inc. and MHC Operating Partnership |
|
|
|
|
|
|
|
3.1(e)
|
|
Amended and Restated Articles of Incorporation of Manufactured Home
Communities, Inc. effective May 21, 1999 |
|
|
|
|
|
|
|
3.2(j)
|
|
Articles of Amendment of Articles of Incorporation of Manufactured Home
Communities, Inc., effective May 13, 2003 |
|
|
|
|
|
|
|
3.3(i)
|
|
Articles of Amendment to Articles of Incorporation of Manufactured Home
Communities, Inc., effective November 16, 2004 |
|
|
|
|
|
|
|
3.4(j)
|
|
Amended Bylaws of Manufactured Home Communities, Inc. dated December 31,
2003 |
|
|
|
|
|
|
|
3.5(k)
|
|
Amended and Restated Articles Supplementary of Equity LifeStyle Properties, Inc.
effective March 16, 2005 |
|
|
|
|
|
|
|
3.6(k)
|
|
Articles Supplementary of Equity LifeStyle Properties, Inc. effective June 23,
2005 |
|
|
|
|
|
|
|
4
|
|
Not applicable |
|
|
|
|
|
|
|
9
|
|
Not applicable |
|
|
|
|
|
|
|
10.3(b)
|
|
Agreement of Limited Partnership of MHC-De Anza Financing Limited Partnership |
|
|
|
|
|
|
|
10.4(c)
|
|
Second Amended and Restated MHC Operating Limited Partnership Agreement of
Limited Partnership, dated March 15, 1996 |
|
|
|
|
|
|
|
10.5(l)
|
|
Amendment to Second Amended and Restated Agreement of Limited Partnership for
MHC Operating Limited Partnership, dated February 27, 2004 |
|
|
|
|
|
|
|
10.10(d)
|
|
Form of Manufactured Home Communities, Inc. 1997 Non-Qualified Employee Stock
Purchase Plan |
|
|
|
|
|
|
|
10.11(g)
|
|
Amended and Restated Manufactured Home Communities, Inc. 1992 Stock Option and
Stock Award Plan effective March 23, 2001 |
|
|
|
|
|
|
|
10.12(f)
|
|
$110,000,000 Amended, Restated and Consolidated Promissory Note (DeAnza
Mortgage) dated June 28, 2000 |
|
|
|
|
|
|
|
10.19(h)
|
|
Agreement of Plan of Merger (Thousand Trails), dated August 2, 2004 |
|
|
|
|
|
|
|
10.20(h)
|
|
Amendment No. 1 to Agreement of Plan of Merger (Thousand Trails), dated
September 30, 2004 |
|
|
|
|
|
|
|
10.21(h)
|
|
Amendment No. 2 to Agreement of Plan of Merger (Thousand Trails), dated
November 9, 2004 |
|
|
|
|
|
|
|
10.22(h)
|
|
Thousand Trails Lease Agreement, dated November 10, 2004 |
|
|
|
|
|
|
|
10.27(n)
|
|
Credit Agreement ($225 million Revolving Facility) dated June 29, 2006 |
|
|
|
|
|
|
|
10.28(n)
|
|
Second Amended and Restated Loan Agreement ($50 million Revolving Facility)
dated July 14, 2006 |
|
|
|
|
|
|
|
10.29(m)
|
|
Amended and Restated Thousand Trails Lease Agreement dated April 14, 2006 |
|
|
|
|
|
|
|
10.30(m)
|
|
Option Agreement (Thousand Trails) dated April 14, 2006 |
|
|
|
|
|
|
|
10.31(m)
|
|
Amendment No. 3 to Agreement and Plan of Merger (Thousand Trails) dated April
14, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
10.33(o)
|
|
Amendment of Non-Qualified Employee Stock Purchase Plan dated May 3, 2006 |
|
|
|
|
|
|
|
10.34(o)
|
|
Form of Indemnification Agreement |
|
|
|
|
|
|
|
11
|
|
Not applicable |
|
|
|
|
|
|
|
12(o)
|
|
Computation of Ratio of Earnings to Fixed Charges |
|
|
|
|
|
|
|
13
|
|
Not applicable |
|
|
|
|
|
|
|
14(o)
|
|
Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy,
dated July 2006 |
|
|
|
|
|
|
|
16
|
|
Not applicable |
|
|
|
|
|
|
|
18
|
|
Not applicable |
|
|
|
|
|
|
|
21(o)
|
|
Subsidiaries of the registrant |
|
|
|
|
|
|
|
22
|
|
Not applicable |
51
Item 15. Exhibits and Financial Statements Schedules (continued)
|
|
|
|
|
|
|
23(o)
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
|
|
|
|
24.1(o)
|
|
Power of Attorney for Philip C. Calian dated February 26, 2007 |
|
|
|
|
|
|
|
24.2(o)
|
|
Power of Attorney for Howard Walker dated February 20, 2007 |
|
|
|
|
|
|
|
24.3(o)
|
|
Power of Attorney for Thomas E. Dobrowski dated February 22, 2007 |
|
|
|
|
|
|
|
24.4(o)
|
|
Power of Attorney for Gary Waterman dated February 23, 2007 |
|
|
|
|
|
|
|
24.5(o)
|
|
Power of Attorney for Donald S. Chisholm dated February 20, 2007 |
|
|
|
|
|
|
|
24.6(o)
|
|
Power of Attorney for Sheli Z. Rosenberg dated February 22, 2007 |
|
|
|
|
|
|
|
31.1(o)
|
|
Certification of Chief Financial Officer Pursuant To Section 302 of the
Sarbanes-Oxley Act Of 2002 |
|
|
|
|
|
|
|
31.2(o)
|
|
Certification of Chief Executive Officer Pursuant To Section 302 of the
Sarbanes-Oxley Act Of 2002 |
|
|
|
|
|
|
|
32.1(o)
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 |
|
|
|
|
|
|
|
32.2(o)
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 |
|
|
|
|
|
|
|
The following documents are incorporated herein by reference. |
|
|
|
|
|
|
|
(a)
|
|
Included as an exhibit to the Companys Form S-11 Registration Statement,
File No. 33-55994 |
|
|
(b)
|
|
Included as an exhibit to the Companys Report on Form 10-K dated
December 31, 1994 |
|
|
(c)
|
|
Included as an exhibit to the Companys Report on Form 10-Q for the
quarter ended June 30, 1996 |
|
|
(d)
|
|
Included as Exhibit A to the Companys definitive Proxy Statement dated
March 28, 1997, relating to Annual Meeting of Stockholders held on May 13, 1997 |
|
|
(e)
|
|
Included as an exhibit to the Companys Form S-3 Registration Statement,
filed November 12, 1999 (SEC File No. 333-90813) |
|
|
(f)
|
|
Included as an exhibit to the Companys Report on Form 10-K dated
December 31, 2000 |
|
|
(g)
|
|
Included as Appendix A to the Companys Definitive Proxy Statement dated March
30, 2001 |
|
|
(h)
|
|
Included as an exhibit to the Companys Report on Form 8-K dated November 16,
2004 |
|
|
(i)
|
|
Included as an exhibit to the Companys Report on Form 8-K dated November
22, 2004 |
|
|
(j)
|
|
Included as an exhibit to the Companys Report on Form 10-K dated
December 31, 2004 |
|
|
(k)
|
|
Included as an exhibit to the Companys Report on Form 10-Q dated June
30, 2005 |
|
|
(l)
|
|
Included as an exhibit to the Companys Report on Form 10-K dated December 31, 2005 |
|
|
(m)
|
|
Included as an exhibit to the
Company's Report on Form 8-K dated April 14, 2006 |
|
|
(n)
|
|
Included as an exhibit to the Companys Report on Form 10-Q dated June
30, 2006 |
|
|
(o)
|
|
Filed herewith |
52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
EQUITY LIFESTYLE PROPERTIES, INC., |
|
|
|
|
a Maryland corporation |
|
|
|
|
|
|
|
|
|
Date: February 27, 2007
|
|
By:
|
|
/s/ Thomas P. Heneghan |
|
|
|
|
|
|
|
|
|
|
|
Thomas P. Heneghan |
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
Date: February 27, 2007
|
|
By:
|
|
/s/ Michael B. Berman |
|
|
|
|
|
|
|
|
|
|
|
Michael B. Berman |
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
53
Equity LifeStyle Properties, Inc. Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report
has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
|
|
|
|
|
Name |
|
Title |
|
Date |
|
|
|
|
|
|
|
President, Chief
Executive Officer and
Director |
|
|
Thomas P. Heneghan
|
|
*Attorney-in-Fact
|
|
February 27, 2007 |
|
|
|
|
|
|
|
|
|
|
/s/ Michael B. Berman
|
|
Executive Vice
President and Chief
Financial Officer |
|
|
|
|
|
|
|
Michael B. Berman
|
|
*Attorney-in-Fact
|
|
February 27, 2007 |
|
|
|
|
|
/s/ Samuel Zell
|
|
Chairman of the Board |
|
|
|
|
|
|
|
Samuel Zell
|
|
|
|
February 27, 2007 |
|
|
|
|
|
*Howard Walker
|
|
Vice-Chairman of the Board |
|
|
|
|
|
|
|
Howard Walker
|
|
|
|
February 27, 2007 |
|
*Philip C. Calian
|
|
Director |
|
|
|
|
|
|
|
Philip C. Calian
|
|
|
|
February 27, 2007 |
|
|
|
|
|
*Donald S. Chisholm
|
|
Director |
|
|
|
|
|
|
|
Donald S. Chisholm
|
|
|
|
February 27, 2007 |
|
|
|
|
|
*Thomas E. Dobrowski
|
|
Director |
|
|
|
|
|
|
|
Thomas E. Dobrowski
|
|
|
|
February 27, 2007 |
|
|
|
|
|
* Sheli Z. Rosenberg
|
|
Director |
|
|
|
|
|
|
|
Sheli Z. Rosenberg
|
|
|
|
February 27, 2007 |
|
|
|
|
|
*Gary Waterman
|
|
Director |
|
|
|
|
|
|
|
Gary Waterman
|
|
|
|
February 27, 2007 |
54
INDEX TO FINANCIAL STATEMENTS
EQUITY LIFESTYLE PROPERTIES, INC.
|
|
|
|
|
|
|
Page |
|
Report of Independent Registered Public Accounting Firm on Internal Control over Financial
Reporting |
|
|
F-2 |
|
|
|
|
F-3 |
|
|
|
|
F-4 |
|
|
|
F-5 and F-6 |
|
|
|
F-7 |
|
|
|
F-8 and F-9 |
|
|
|
F-10 |
|
|
|
|
S-1 |
|
|
|
|
S-2 |
|
|
|
|
|
|
Certain schedules have been omitted as they are not applicable to the Company. |
F-1
Report of Independent Registered Public Accounting Firm on Internal Control
Over Financial Reporting
The Board of Directors and Stockholders of Equity Lifestyle Properties, Inc.
We have audited managements assessment, included in the accompanying Report of Management
on Internal Control over Financial Reporting in Item 9A, that Equity Lifestyle Properties, Inc.
(Equity Lifestyle Properties or the Company) maintained effective internal control over financial
reporting as of December 31, 2006, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the
COSO criteria). Equity Lifestyle Properties management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on managements
assessment and an opinion on the effectiveness of Equity Lifestyle Properties internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting principles generally
accepted in the United States. A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles generally accepted
in the United States, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the Companys assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Equity Lifestyle Properties, Inc. maintained
effective internal control over financial reporting as of December 31, 2006, is fairly stated, in
all material respects, based on the COSO criteria. Also, in our opinion, Equity Lifestyle
Properties, Inc. has
maintained effective internal control over financial reporting as of December 31, 2006,
based on the COSO criteria.
We also have
audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets as of December 31, 2006 and
2005, and the related consolidated statements of operations, shareholders equity, and cash flows for each of the three years in the period ended
December 31, 2006, and the financial statement schedules listed in the Index at Item 15, of
Equity Lifestyle Properties, Inc., and our report dated
February 27, 2007, expressed an
unqualified opinion thereon.
ERNST & YOUNG LLP
Chicago, Illinois
February 27, 2007
F-2
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity Lifestyle Properties, Inc.
We have audited the accompanying consolidated balance sheets of Equity Lifestyle Properties,
Inc. (Equity Lifestyle Properties), as of December 31, 2006 and 2005, and the related
consolidated statements of operations, changes in stockholders
equity and cash flows for each of the three years in the period ended December 31, 2006. Our audits
also included the financial statement schedules listed in the Index at Item 15. These financial
statements and the schedules are the responsibility of Equity Lifestyle Properties management. Our
responsibility is to express an opinion on these financial statements and the schedules based on
our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Equity Lifestyle Properties at December 31, 2006
and 2005, and the consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of Equity Lifestyle Properties internal control
over financial reporting as of December 31, 2006, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 27, 2007 expressed an unqualified opinion thereon.
ERNST & YOUNG LLP
Chicago, Illinois
February 27, 2007
F-3
Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
As of December 31, 2006 and 2005
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Assets |
|
|
|
|
|
|
|
|
Investment in real estate: |
|
|
|
|
|
|
|
|
Land |
|
$ |
531,302 |
|
|
$ |
493,213 |
|
Land improvements |
|
|
1,664,964 |
|
|
|
1,523,564 |
|
Buildings and other depreciable property |
|
|
141,194 |
|
|
|
135,790 |
|
|
|
|
|
|
|
|
|
|
|
2,337,460 |
|
|
|
2,152,567 |
|
Accumulated depreciation |
|
|
(435,809 |
) |
|
|
(378,325 |
) |
|
|
|
|
|
|
|
Net investment in real estate |
|
|
1,901,651 |
|
|
|
1,774,242 |
|
Cash and cash equivalents |
|
|
1,605 |
|
|
|
610 |
|
Notes receivable |
|
|
22,045 |
|
|
|
11,631 |
|
Investment in joint ventures |
|
|
14,718 |
|
|
|
46,211 |
|
Rents receivable, net |
|
|
1,294 |
|
|
|
1,619 |
|
Deferred financing costs, net |
|
|
14,799 |
|
|
|
15,096 |
|
Inventory |
|
|
70,091 |
|
|
|
59,412 |
|
Escrow
deposits and other assets |
|
|
29,628 |
|
|
|
40,053 |
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
2,055,831 |
|
|
$ |
1,948,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Mortgage notes payable |
|
$ |
1,586,012 |
|
|
$ |
1,500,581 |
|
Unsecured lines of credit |
|
|
131,200 |
|
|
|
37,700 |
|
Unsecured term loan |
|
|
|
|
|
|
100,000 |
|
Accrued
payroll and other operating expenses |
|
|
30,936 |
|
|
|
31,508 |
|
Accrued interest payable |
|
|
9,066 |
|
|
|
8,549 |
|
Rents received in advance and security deposits |
|
|
36,454 |
|
|
|
27,868 |
|
Distributions payable |
|
|
2,251 |
|
|
|
773 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
1,795,919 |
|
|
|
1,706,979 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Minority interests Common OP Units and other |
|
|
12,794 |
|
|
|
9,379 |
|
Minority interests Perpetual Preferred OP Units |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
Stockholders Equity: |
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value
10,000,000 shares authorized; none issued |
|
|
|
|
|
|
|
|
Common stock, $.01 par value
50,000,000 shares authorized; 23,928,652 and 23,479,753
shares issued and outstanding for 2006 and 2005, respectively |
|
|
229 |
|
|
|
226 |
|
Paid-in capital |
|
|
304,483 |
|
|
|
299,444 |
|
Distributions in excess of accumulated earnings |
|
|
(257,594 |
) |
|
|
(267,154 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
47,118 |
|
|
|
32,516 |
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity |
|
$ |
2,055,831 |
|
|
$ |
1,948,874 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
F-4
Equity LifeStyle Properties, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 2006, 2005 and 2004
(amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Property Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Community base rental income |
|
$ |
225,815 |
|
|
$ |
213,280 |
|
|
$ |
204,190 |
|
Resort base rental income |
|
|
89,925 |
|
|
|
74,371 |
|
|
|
54,661 |
|
Utility and other income |
|
|
30,643 |
|
|
|
27,367 |
|
|
|
24,496 |
|
|
|
|
|
|
|
|
|
|
|
Property operating revenues |
|
|
346,383 |
|
|
&nb |