10-K 1 els1231201310-k.htm 10-K ELS 12.31.2013 10-K



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2013
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to                     
Commission File Number: 1-11718
 
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland
 
36-3857664
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
Two North Riverside Plaza,
Suite 800, Chicago, Illinois
 
60606
(Address of Principal
Executive Offices)
 
(Zip Code)
(312) 279-1400
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 Par Value
 
New York Stock Exchange
(Title of Class)
 
(Name of exchange on which registered)
 
 
6.75% Series C Cumulative Redeemable
Perpetual Preferred Stock, $0.01 Par Value
 
New York Stock Exchange
(Title of Class)
 
(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  x    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  x
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  x    No  o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x    No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
o
 
 
 
 
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
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  x
The aggregate market value of voting stock held by non-affiliates was approximately $3,050.7 million as of June 28, 2013 based upon the closing price of $39.30 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 21, 2014, 83,324,062 shares of the Registrant’s common stock were outstanding.
 
 
DOCUMENTS INCORPORATED BY REFERENCE:
Part III incorporates by reference portions of the Registrant’s Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 13, 2014.






Equity LifeStyle Properties, Inc.
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
Page
PART I.
 
 
 
 
 
 
 
 
Item 1.
Business
 
Item 1A.
Risk Factors
 
Item 1B.
Unresolved Staff Comments
 
Item 2.
Properties
 
Item 3.
Legal Proceedings
 
Item 4.
Mine Safety Disclosure
 
 
 
 
PART II.
 
 
 
 
 
 
 
 
Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Item 6.
Selected Financial Data
 
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 
 
Forward-Looking Statements
 
Item 8.
Financial Statements and Supplementary Data
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
Item 9A.
Controls and Procedures
 
Item 9B.
Other Information
 
 
 
 
PART III.
 
 
 
 
 
 
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
 
Item 11.
Executive Compensation
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Item 13.
Certain Relationships and Related Transactions and Director Independence
 
Item 14.
Principal Accountant Fees and Services
 
 
 
 
PART IV.
 
 
 
 
 
 
 
 
Item 15.
Exhibits and Financial Statement Schedules
 

 

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PART I
Item 1. Business
Equity LifeStyle Properties, Inc.
General
Equity LifeStyle Properties, Inc. (“ELS”), a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (the “Subsidiaries”), are referred to herein as “we,” “us,” and “our.” We elected to be taxed as a real estate investment trust (“REIT”), for U.S. federal income tax purposes commencing with our taxable year ended December 31, 1993.
We are a fully integrated owner and operator of lifestyle-oriented properties (“Properties”). We lease individual developed areas (“Sites”) with access to utilities for placement of factory built homes, cottages, cabins or recreational vehicles (“RVs”). Customers may lease individual Sites or enter right-to-use contracts providing the customer access to specific Properties for limited stays. We were formed in December 1992 to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated Properties since 1969. As of December 31, 2013, we owned or had an ownership interest in a portfolio of 377 Properties located throughout the United States and Canada, consisting of 139,126 residential Sites. These Properties are located in 32 states and British Columbia (with the number of Properties in each state or province shown parenthetically) as follows: Florida (120), California (49), Arizona (41), Texas (17), Pennsylvania (15), Washington (14), Colorado (10), Oregon (9), North Carolina (8), Wisconsin (8), Delaware (7), Indiana (7), Nevada (7), New York (7), Virginia (7), Illinois (5), Maine (5), Massachusetts (5), Idaho (4), Michigan (4), Minnesota (4), New Jersey (4), South Carolina (3), Utah (3), Maryland (2), New Hampshire (2), North Dakota (2), Ohio (2), Tennessee (2), Alabama (1), Connecticut (1), Kentucky (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 homes 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, pickleball, 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 our 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 an annual average of approximately 3,700 full-time, part-time and seasonal employees dedicated to carrying out our operating philosophy and strategies of stockholder 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 staff and maintenance workers, each of whom works to provide maintenance and care to the Properties. The on-site team of employees at each Property also provides customer service and coordinates lifestyle-oriented activities for customers. Direct supervision of on-site management is the responsibility of our regional vice presidents and regional and district managers who have substantial experience addressing the needs of customers and finding or creating innovative approaches to maximize value and increase cash flow from property operations. Complementing this field management staff are approximately 200 full-time corporate employees who assist on-site and regional management in all property functions.

Our Formation
Our operations are conducted primarily through the Operating Partnership. We contributed the proceeds from our initial public offering in 1993 and subsequent offerings to the Operating Partnership for a general partnership interest. In 2004, the general partnership interest was contributed to MHC Trust, a private REIT subsidiary owned by us. As of December 31, 2013, MHC Trust was merged into ELS, resulting in the general partnership interest of the Operating Partnership being directly held by ELS. The financial results of the Operating Partnership and the Subsidiaries are consolidated in our consolidated financial statements, which can be found beginning on page F-1 of this Form 10-K. In addition, since certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”), we have formed taxable REIT Subsidiaries, as defined in the Code, to engage in such activities.

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We intend to treat the merger of MHC Trust into ELS for U.S. federal income tax purposes as a tax-deferred liquidation of MHC Trust under Section 332 of the Code.
Realty Systems, Inc. (“RSI”) is a wholly owned taxable REIT subsidiary of ours that is engaged in the business of purchasing and selling or leasing Site Set homes that are located in Properties owned and managed by us. RSI also provides brokerage services to residents at such Properties 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. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants. Several Properties are also wholly owned by our taxable REIT Subsidiaries.
Business Objectives and Operating Strategies
Our primary business objective is to maximize both current income and long-term growth in income. Our operating strategy is to own and operate the highest quality Properties in sought-after locations near urban areas and retirement and vacation destinations across the United States.
We focus on Properties that have strong cash flow and plan to hold such Properties for long-term investment and capital appreciation. In determining cash flow potential, we evaluate our ability to attract to our Properties and retain high quality customers who take pride in the Property and in their homes. Our investment, operating and financing strategies include:
Providing consistently high levels of services and amenities in attractive surroundings to foster a strong sense of community and pride of home ownership;
Efficiently managing the Properties to increase operating margins by controlling expenses, increasing occupancy and maintaining competitive market rents;
Increasing income and property values by strategic expansion and, where appropriate, renovation of the Properties;
Utilizing technology to evaluate potential acquisitions, identify and track competing properties and monitor customer satisfaction;
Selectively acquiring properties that have potential for long-term cash flow growth and creating property concentrations in and around major metropolitan areas and retirement or vacation destinations to capitalize on operating synergies and incremental efficiencies; and
Managing our debt balances such that we maintain financial flexibility, have minimal exposure to interest rate fluctuations and maintain an appropriate degree of leverage to maximize return on capital.
We focus on creating an attractive residential environment by providing a well-maintained, comfortable Property with a variety of 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. We also conduct satisfaction surveys of our customers to determine the factors they consider most important in choosing a property. We seek to improve Site utilization and efficiency by tracking types of customers and usage patterns and marketing to those specific customer groups.
These business objectives and their implementation are consistent with business strategies determined by our Board of Directors and may be changed at any time.
Acquisitions and Dispositions
Over the last decade our portfolio of Properties (including owned or partly owned Properties) has grown significantly, from 142 Properties with over 51,000 Sites to 377 Properties with over 139,000 Sites. During the year ended December 31, 2013, we acquired five Properties with over 1,800 Sites. We continually review the Properties in our portfolio to ensure that they fit our business objectives. Over the last five years, we sold 17 Properties, and redeployed capital to properties in markets we believe have greater long-term potential. In that same time period, we acquired 86 Properties primarily located in retirement and vacation destinations.
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, adds to the attractiveness of our Properties as investments. 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 properties. At any time these negotiations are at varying stages, which may include contracts outstanding to acquire certain properties, which are subject to the satisfactory completion of our due diligence review.

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We anticipate that new acquisitions will generally be located in the United States, although we may consider other geographic locations provided they meet certain acquisition criteria. We utilize market information systems to identify and evaluate acquisition opportunities, including the use of a market database to review the primary economic indicators of the various locations in which we expect to expand our operations.
Acquisitions will be financed from the most 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, we may acquire properties in transactions that include the issuance of limited partnership interests in the Operating Partnership (“OP 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.
When evaluating potential acquisitions, we consider such factors as:
The replacement cost of the property, including land values, entitlements and zoning;
The geographic area and the type of property;
The location, construction quality, condition and design of the property;
The current and projected cash flow of the property and the ability to increase cash flow;
The potential for capital appreciation of the property;
The terms of tenant leases or usage rights, including the potential for rent increases;
The potential for economic growth and the tax and regulatory environment of the community in which the property is located;
The potential for expansion of the physical layout of the property and the number of Sites;
The occupancy and demand by customers for properties of a similar type in the vicinity and the customers’ profile;
The prospects for liquidity through sale, financing or refinancing of the property;
The competition from existing properties and the potential for the construction of new properties in the area; and
Working capital demands.
When evaluating potential dispositions, we consider such factors as:
Whether the Property meets our current investment criteria;
Our desire to exit certain non-core markets and recycle the capital into core markets; and
Our ability to sell the Property at a price that we believe will provide an appropriate return for our stockholders.
When investing capital, we consider all potential uses of the capital, including returning capital to our stockholders. Our Board of Directors continues to review the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, other opportunities and capital requirements.
Property Expansions
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 and uses of working capital; 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 includes owning Properties with potential Expansion Site development. Approximately 78 of our Properties have expansion potential, with up to approximately 5,200 acres available for expansion.
Leases or Usage Rights
At our Properties, a typical lease entered into between the owner or renter of a home and us 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. Long-term leases that are non-cancelable by the tenant are in effect at certain Sites in 17 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 market conditions, certain floors and ceilings and allowing for pass-throughs of certain items such as real estate taxes, utility expenses and capital expenditures. Generally, adjustments to our market rates, if appropriate, are made on an annual basis. At Properties zoned for RV use, we have long-term relationships with many of our customers who typically enter into short-term rental agreements. Many resort customers also leave deposits to reserve a Site for the following year. Generally, these customers cannot live full time on the Property. At resort Properties designated for use by customers who have entered a right-to-

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use or membership contract, the contract generally grants the customer access to designated Properties on a continuous basis of up to 14 days. The customer may make a nonrefundable upfront payment, and annual dues payments are required to renew the contract. Most of the contracts provide for an annual dues increase, usually based on increases in the CPI. Approximately 35% of current customers are not subject to annual dues increases in accordance with the terms of their contracts, generally because the customers are over 61 years old or meet certain other specified criteria.

Regulations and Insurance
General. Our Properties are subject to a variety of laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, clubhouses and other common areas, regulations relating to providing utility services, such as electricity, and regulations relating to operating water and wastewater treatment facilities at certain of our Properties. We believe that each Property has all material permits and approvals necessary to operate. We work closely with government agencies to renew these permits and approvals in the ordinary course of business.
At certain of our Properties primarily used as membership campgrounds, state statutes limit our ability to close a Property unless a reasonable substitute Property is made available for members’ use. Many states also have consumer protection laws regulating right-to-use or campground membership sales and the financing of such sales. Some states have laws requiring us to register with a state agency and obtain a permit to market (see Item 1A. “Risk Factors”).
Rent Control Legislation. At certain of our Properties, principally in California, state and local rent control laws limit our ability to increase rents and to recover increases in operating expenses and the costs of capital improvements. Enactment of such laws has been considered from time to time in other jurisdictions. We presently expect to continue to maintain Properties, and may purchase additional properties, in markets that are either subject to rent control or in which rent-limiting legislation exists or may be enacted. For example, Florida law requires that rental increases be reasonable, and Delaware has enacted a law requiring rental increases greater than the consumer price index to be justified. Also, certain jurisdictions in California in which we own Properties limit rent increases to changes in the CPI or some percentage of it. As part of our effort to realize the value of Properties subject to restrictive regulation, we have initiated lawsuits against several municipalities imposing such regulations 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 insured against risks causing property damage and business interruption including events such as fire, flood, earthquake, or windstorm. The relevant insurance policies contain various deductible requirements, such as coverage limits and particular exclusions. Our current property and casualty insurance policies, which we plan to renew, expire on April 1, 2014. We have a $100 million loss limit with respect to our all-risk property insurance program including named windstorms, which include, for example, hurricanes. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million loss limit for an earthquake in California. Policy deductibles primarily range from a $125,000 minimum to 5% per unit of insurance for most catastrophic events. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
Industry
We believe that modern properties similar to our Properties 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:
Barriers to Entry: We believe that the supply of new properties in locations we target will be constrained by barriers to entry. The most significant barrier has been the difficulty of securing zoning permits from local authorities. This has been the result of (i) the public’s historically poor perception of manufactured housing, and (ii) the fact that manufactured housing and RV properties generate less tax revenue than conventional housing properties because the homes are treated as personal property (a benefit to the homeowner) rather than real property. Another factor that creates substantial barriers to entry is the length of time between investment in a property’s 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.
Industry Consolidation: According to various industry reports, there are approximately 50,000 manufactured home properties and approximately 8,750 RV properties (excluding government owned properties) in North America. Most of these properties are not operated by large owner/operators, and of the RV properties approximately 1,300 contain 200 Sites or more. 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 as evidenced by the acquisitions during the year ended December 31, 2013.

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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) customers often sell their homes in-place (similar to site-built residential housing) with no interruption of rental payments to us, and (iv) moving a Site Set home from one property to another involves substantial cost and effort.
Lifestyle Choice: According to the Recreational Vehicle Industry Association (“RVIA”), nearly one in nine U.S. vehicle-owning households owns an RV and there are currently 8.9 million RV owners. The 77 million people born from 1946 to 1964 or “baby boomers” make up the fastest growing segment of this market. According to 2010 U.S. Census figures, every day 12,500 Americans turn 50. We believe that this population segment, seeking an active lifestyle, will provide opportunities for our future cash flow growth. As RV owners age and move beyond the more active RV lifestyle, they will often seek more permanent retirement or vacation establishments. Site Set housing has become an increasingly popular housing alternative for retirement, second-home, and “empty-nest” living. According to 2010 U.S. Census figures, the baby-boom generation will constitute almost 19% of the U.S. population within the next 20 years. Among those individuals who are nearing retirement (age 46 to 64), approximately 59% plan on moving upon retirement.
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.
Construction Quality: Since 1976, the requirements to meet state, local and federal standards have become more stringent for all factory built housing, resulting in significant increases in quality. The Department of Housing and Urban Development’s (“HUD”) standards for Site Set housing construction quality are the only federal 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 regulations, many of the manufacturers of Site Set homes also produce Resort Cottages with many of the same quality standards.
Comparability to Site-Built Homes: The Site Set housing industry has experienced a trend toward multi-section homes. Many modern Site Set homes are longer (up to 80 feet, compared to 50 feet in the 1960’s) 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. At our Properties, there is an active resale or rental market for these larger homes.
Second Home Demographics: According to 2013 National Association of Realtors (“NAR”) reports, sales of second homes in 2012 accounted for 35% of residential transactions, or 1.76 million second-home sales in 2012. There were approximately 7.9 million vacation homes in 2012. The typical vacation-home buyer is 47 years old and earned $92,100 in 2012. According to 2012 NAR reports, approximately 45% of vacation homes were purchased in the south; 25% were purchased in the west; 17% were purchased in the northeast; and 12% were purchased in the Midwest. 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 means to purchase a second home 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 high levels of second-home sales, and resort homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.
Notwithstanding our belief that the industry information highlighted above provides us with significant long-term growth opportunities, our short-term growth opportunities could be disrupted by the following:
Shipments—According to statistics compiled by the U.S. Census Bureau, shipments of new manufactured homes declined from 2005 through 2009. Since then, manufactured home shipments have increased each year and are on pace for a fifth straight year of growth. Although new manufactured home shipments continue to be below historical levels, shipments in 2013 increased over 9.8% to 60,300 units as compared to shipments in 2012 of 54,900 units. According to the RVIA, wholesale shipments of RVs increased 12% in 2013 to approximately 321,100 units as compared to 2012, which continued a positive trend in RV shipments that started in late 2009. Certain industry experts have predicted that 2014 RV shipments will increase 3% to 4% as compared to 2013.

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1.
Source: Institute for Building Technology and Safety
2.
Source: RVIA

Sales: Retail sales of RVs increased almost 18% to 244,800 in 2013 as compared to 208,300 in 2012. A total of 208,200 RVs were sold during the year ended December 31, 2012, representing an increase of over 8% over the prior year. We believe that consumers remain concerned about the current economy, and by prospects that the economy might remain sluggish in the years ahead. However, the enduring appeal of the RV lifestyle has translated into continued strength in RV sales despite the economic turmoil. According to RVIA, RV ownership has reached record levels: 8.9 million American households now own an RV, the highest level ever recorded, which constitutes an increase of 12.7% since 2005. RV sales could continue to benefit as aging baby-boomers continue to enter the age range in which RV ownership is highest.
Availability of financing: Since 2008 few sources of financing have been available for manufactured home and RV manufacturers. In addition, the economic and legislative environment has made it difficult for purchasers of manufactured homes and RVs to obtain financing. Legislation enacted in 2010 known as the SAFE Act (Safe Mortgage Licensing Act) requires community owners interested in providing financing for customer purchases of manufactured homes to register as a mortgage loan originator in states where they engage in such financing. In comparison to financing available to purchasers of site-built homes, the few third party financing sources available to purchasers of manufactured homes offer financing with higher down payments and shorter maturities and loan approval is subject to more stringent underwriting criteria. Certain government stimulus packages have also provided government guarantees for site-built single family home loans, thereby increasing the supply of financing for that market. We have contracted with a third party mortgage loan originator to finance customer purchases and we have a small network of lending relationships to provide financing options for our customers. Also, during 2013 we entered into an agreement with an unaffiliated third party home manufacturer to create a new joint venture, ECHO Financing, LLC, to buy and sell homes and provide financing. As the consumer credit environment slowly improves, we have seen an increase in availability of financing for the purchase of RVs.
Please see our risk factors, financial statements and related notes beginning on page F-1 of this Form 10-K for more detailed information.

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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 SEC’s 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 us and hyperlinks to our filings with the SEC at http://www.equitylifestyle.com, free of charge. Requests for copies of our filings with the SEC and other investor inquiries should be directed to:
Investor Relations Department
Equity LifeStyle Properties, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Phone: 1-800-247-5279
e-mail: investor_relations@equitylifestyle.com

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:
changes in the national, regional and local economic climate;
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);
the ability of manufactured home and RV manufacturers to adapt to changes in the economic climate and the availability of units from these manufacturers;
the ability of our potential customers to sell or lease their existing site-built residences in order to purchase resort homes or cottages at our Properties, and heightened price sensitivity for seasonal and second homebuyers;
the possible reduced ability of our potential customers to obtain financing on the purchase of resort homes, resort cottages or RVs;
performance of chattel loans purchased in connection with the 2011 Acquisition (see Note 5 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for further discussion of the 2011 Acquisition);
government stimulus intended to primarily benefit purchasers of site-built housing;
fluctuations in the availability and price of gasoline, especially for our transient customers;
our ability to collect rent, annual payments and principal and interest from customers and pay or control maintenance, insurance and other operating costs (including real estate taxes), which could increase over time;
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;
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;
interest rate levels and the availability of financing, which may adversely affect our financial condition;
changes in laws and governmental regulations (including rent control laws and regulations governing usage, zoning and taxes), which may adversely affect our financial condition;
changes in laws and governmental regulations related to proposed minimum wage increases may adversely affect our financial condition;
poor weather, especially on holiday weekends in the summer, which could reduce the economic performance of our Northern resort Properties; and
our ability to attract customers to enter new or upgraded right-to-use contracts and to retain customers who have previously entered right-to-use contracts.
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 our 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 may include publicly traded REITs, private REITs and other types of investors. Such competition increases prices for Properties.

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We expect to acquire Properties with cash from sources included but not limited to secured or unsecured financings, proceeds from offerings of equity or debt, offerings of OP Units, 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.
The Intended Benefits of Our Acquisitions May Not Be Realized, Which Could Have a Negative Impact on the Market Price of Our Common Stock. Acquisitions pose risks for our ongoing operations, including that:
senior management’s attention may be diverted from the management of daily operations to the integration of an acquisition;
costs and expenses associated with any undisclosed or potential liabilities;
an acquisition may not perform as well as we anticipate; and
unforeseen difficulties may arise in integrating an acquisition into our portfolio.
As a result of the foregoing, we cannot assure you that any acquisitions that we make will be accretive to us in the near term or at all. Furthermore, if we fail to realize the intended benefits of an acquisition, the market price of our common stock could decline to the extent that the market price reflects those benefits.
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.
The Current Volume of Home Sales Has Resulted In An Increased Use of Our Rental Program to Maintain Occupancy. Beginning in 2008, our ability to sell new and used homes was significantly impacted by the disruption in the single family housing market. To maintain occupancy, we increased our manufactured home rental operations by purchasing new homes for rental and also renting used homes acquired from customers through purchase, lien sale or abandonment. While our long-term goal is to sell these rental units to homeowners, there is no assurance that we will be successful and we may not be able to liquidate our investment in these homes. In addition, our home rental operations compete with other types of rentals (e.g., apartments), and there is no assurance we will be able to maintain tenants in our investment of rental units.
Some Potential Losses Are Not Covered by Insurance. We carry comprehensive insurance coverage for losses resulting from property damage, environmental, liability claims and business interruption on all of our Properties. In addition we carry liability coverage for other activities not specifically related to property operations. These coverages include, but are not limited to, Directors & Officers liability, Employer Practices liability and Fiduciary liability. We believe that the policy specifications and coverage limits of these policies should be adequate and appropriate. There are, however, certain types of losses, such as lease and other contract claims that generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur, we could lose all or a portion of the capital we have invested in a Property or the anticipated future revenue from a Property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.
Our current property and casualty insurance policies, which we plan to renew, expire on April 1, 2014. We have a $100 million loss limit with respect to our all-risk property insurance program including named windstorms, which include, for example, hurricanes. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million loss limit for an earthquake in California. Policy deductibles primarily range from a $125,000 minimum to 5% per unit of insurance for most catastrophic events. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
Our Depositary Shares, Which Represent Our 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, Have Not Been Rated and are Subordinated to Our Debt. We have not obtained and do not intend to obtain a rating for our depositary shares (the “Depositary Shares”) which represent our 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”). No assurance can be given, however, that one or more rating agencies might not independently determine to issue such a rating or that such a rating, if issued, would not adversely affect the market price of the Depositary Shares. In addition, the Depositary Shares are subordinate to all of our existing and future debt. As described below, our existing debt may restrict, and our future debt may include restrictions on, our ability to pay distributions to preferred stockholders or to make an optional redemption payment to preferred stockholders. The issuance of additional shares of preferred stock on parity with or senior to our Series C Preferred Stock represented by the Depositary Shares would dilute the interests of the holders of our Depositary Shares, and any issuance of preferred stock senior to our Series C Preferred Stock (and, therefore, the Depositary Shares) or of additional indebtedness could affect our ability to pay distributions on, redeem or pay the liquidation preference on our Depositary Shares. Other than the conversion rights afforded to holders of our preferred shares that may occur in connection with a change of control triggering event, none of the provisions relating to our preferred shares contain any provision affording the holders of our preferred shares protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all

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or substantially all our assets or business, that might materially and adversely affect the holders of our preferred shares, so long as the rights of the holders of our preferred shares are not materially and adversely affected.
Adverse Changes In General Economic Conditions May Adversely Affect Our Business.
Our success is dependent upon economic conditions in the U.S. generally and in the geographic areas in which a substantial number of our Properties are located. Adverse changes in national economic conditions and in the economic conditions of the regions in which we conduct substantial business may have an adverse effect on the real estate values of our Properties, our financial performance and the market price of our common stock.
In a recession or under other adverse economic conditions, non-earning assets and write-downs are likely to increase as debtors fail to meet their payment obligations. Although we maintain reserves for credit losses and an allowance for doubtful accounts in amounts that we believe should be sufficient to provide adequate protection against potential write-downs in our portfolio, these amounts could prove to be insufficient.
Laws and Regulations Relating to Campground Membership Sales and Properties Could Adversely Affect the Value of Certain Properties and Our Cash Flow.
Many of the states in which we do business have laws regulating right-to-use or campground membership sales. These laws generally require comprehensive disclosure to prospective purchasers, and usually give purchasers the right to rescind their purchase between three to five days after the date of sale. Some states have laws requiring us to register with a state agency and obtain a permit to market. We are subject to changes, from time to time, in the application or interpretation of such laws that can affect our business or the rights of our members.
In some states, including California, Oregon and Washington, laws place limitations on the ability of the owner of a campground property to close the property unless the customers at the property receive access to a comparable property. The impact of the rights of customers under these laws is uncertain and could adversely affect the availability or timing of sale opportunities or our ability to realize recoveries from Property sales.
The government authorities regulating our activities have broad discretionary power to enforce and interpret the statutes and regulations that they administer, including the power to enjoin or suspend sales activities, require or restrict construction of additional facilities and revoke licenses and permits relating to business activities. We monitor our sales and marketing programs and debt collection activities to control practices that might violate consumer protection laws and regulations or give rise to consumer complaints.
Certain consumer rights and defenses that vary from jurisdiction to jurisdiction may affect our portfolio of contracts receivable. Examples of such laws include state and federal consumer credit and truth-in-lending laws requiring the disclosure of finance charges, and usury and retail installment sales laws regulating permissible finance charges.
In certain states, as a result of government regulations and provisions in certain of the right-to-use or campground membership agreements, we are prohibited from selling more than ten memberships per site. At the present time, these restrictions do not preclude us from selling memberships in any state. However, these restrictions may limit our ability to utilize Properties for public usage and/or our ability to convert Sites to more profitable or predictable uses, such as annual rentals.
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 $2.2 billion as of December 31, 2013, of which approximately $513.7 million, or 23.4%, matures in 2015 and 2016. Our substantial indebtedness and the cash flow associated with serving our indebtedness could have important consequences, including the risks that:
our cash flow could be insufficient to pay distributions at expected levels and meet required payments of principal and interest;
we might be required to use a substantial portion of our cash 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;
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;
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;
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.
Ability To Obtain Mortgage Financing Or To Refinance Maturing Mortgages May Adversely Affect Our Financial Condition. Lenders' demands on borrowers as to the quality of the collateral and related cash flows may make it challenging to secure financing on attractive terms or at all. If terms are no longer attractive or if financing proceeds are no longer available for any reason, these factors may 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 unsecured credit facilities contain certain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt-to-assets ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt. Foreclosure on mortgaged Properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations.
Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing. Our debt-to-market-capitalization ratio (total debt as a percentage of total debt plus the market value of the outstanding common stock and Units held by parties other than us) was approximately 40% as of December 31, 2013. 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 May Be Able To Incur Substantially More Debt, Which Would Increase The Risks Associated With Our Substantial Leverage. Despite our current indebtedness levels, we may still be able to incur substantially more debt in the future. If new debt is added to our current debt levels, an even greater portion of our cash flow will be needed to satisfy our debt service obligations. As a result, the related risks that we now face could intensify and increase the risk of a default on our indebtedness.
We Depend on Our Subsidiaries’ Dividends and Distributions.
Substantially all of our assets are owned indirectly by the Operating Partnership. As a result, we have no source of cash flow other than distributions from the Operating Partnership. For us to pay dividends to holders of our common stock and preferred stock, the Operating Partnership must first distribute cash to us. Before it can distribute the cash, the Operating Partnership must first satisfy its obligations to its creditors.
Stockholders’ Ability to Effect Changes of Our Control 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 our control or other transactions that could provide our stockholders with a premium over the then-prevailing market price of their common stock or Series C Preferred 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 10% or more of the voting power of outstanding common stock, or with an affiliate of ours, who, at any time within the two-year period prior to the date in question, was the owner of 10% or more of the voting power of 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 our shares of common stock. The Board of Directors has exempted from these provisions under the Maryland law any business combination with Samuel Zell, who is our Chairman of the Board, 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.

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We Have a Stock Ownership Limit for REIT Tax Purposes. To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the federal income tax laws applicable to REITs) at any time during the last half of any taxable year. To facilitate maintenance of our REIT qualification, our charter, subject to certain exceptions, prohibits Beneficial Ownership (as defined in our charter) by any single stockholder of more than 5% (in value or number of shares, whichever is more restrictive) of our outstanding capital stock. We refer to this as the “Ownership Limit.” Within certain limits, our charter permits the Board of Directors to increase the Ownership Limit with respect to any class or series of stock. The Board of Directors, upon receipt of a ruling from the IRS, opinion of counsel, or other evidence satisfactory to the Board of Directors and upon 15 days prior written notice of a proposed transfer which, if consummated, would result in the transferee owning shares in excess of the Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a stockholder from the Ownership Limit. Absent any such exemption, capital stock acquired or held in violation of the Ownership Limit will be transferred by operation of law to us as trustee for the benefit of the person to whom such capital stock is ultimately transferred, and the stockholder’s rights to distributions and to vote would terminate. Such stockholder would be entitled to receive, from the proceeds of any subsequent sale of the capital stock we transferred as trustee, the lesser of (i) the price paid for the capital stock or, if the owner did not pay for the capital stock (for example, in the case of a gift, devise on other such transaction), the market price of the capital stock on the date of the event causing the capital stock to be transferred to us as trustee or (ii) the amount realized from such sale. A transfer of capital stock may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control of us and, therefore, could adversely affect our stockholders’ ability to realize a premium over the then-prevailing market price for their common stock or adversely affect the best interest of our stockholders.
Conflicts of Interest Could Influence Our Decisions.
Certain Stockholders Could Exercise Influence in a Manner Inconsistent With the Stockholders’ Best Interests. As of December 31, 2013, Mr. Samuel Zell and certain affiliated holders beneficially owned approximately 8.8% of our outstanding common stock (in each case including common stock issuable upon the exercise of stock options and the exchange of Units). Mr. Zell is the chairman of our Board of Directors. Accordingly, Mr. Zell has significant influence on our management and operation. Such influence could be exercised in a manner that is inconsistent with the interests of other stockholders.
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 us. Consequently, Mr. Zell’s continued involvement in other investment activities could result in competition to us as well as management decisions that might not reflect the interests of our stockholders.
Risk of Tenant Litigation.
We own Properties in certain areas of the country where the rental rates in our Properties have not increased as fast as the real estate values either because of locally imposed rent control or long term leases. In such areas, certain local government entities have at times investigated the possibility of seeking to take our Properties by eminent domain at values below the value of the underlying land. While no such eminent domain proceeding has been commenced, and we 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 regulations allow customers to sell their homes for a premium representing the value of the future rent discounts resulting from rent-controlled rents. Tenant groups have filed lawsuits against us seeking not only to limit rent increases, but to be awarded large damage awards due to alleged failure to properly maintain certain Properties.
Environmental and Utility-Related Problems Are Possible and Can be Costly.
Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real property to investigate and clean up hazardous or toxic substances or 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

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disturbed during renovation or demolition of a building. Such laws may impose fines and penalties on real property owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
Utility-related laws and regulations also govern the provision of utility services and operations of water and wastewater treatment facilities. Such laws regulate, for example, how and to what extent owners or operators of property can charge renters for provision of, for example, electricity, and whether and to what extent such utility services can be charged separately from the base rent. Such laws also regulate the operations and performance of water treatment facilities and wastewater treatment facilities. Such laws may impose fines and penalties on real property owners or operators who fail to comply with these requirements.
We have a Significant Concentration of Properties in Florida and California, and Natural Disasters or Other Catastrophic Events in These or Other States Could Adversely Affect the Value of Our Properties and Our Cash Flow.
As of December 31, 2013, we owned or had an ownership interest in 377 Properties located in 32 states and British Columbia, including 120 Properties located in Florida and 49 Properties located in California. The occurrence of a natural disaster or other catastrophic event in any of these areas may cause a sudden decrease in the value of our Properties. 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 we 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 a natural disaster or other catastrophic event, the process of obtaining reimbursement for covered losses, including the lag between expenditures we incurred 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 of our funds to distribute and, in fact, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our publicly traded securities to go down.
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 market’s perception of our growth potential and our current and potential future earnings. It may be difficult for us to meet one or more of the requirements for qualification as a REIT, including but not limited to our distribution requirement. Moreover, additional equity offerings may result in substantial dilution of stockholders’ interests, and additional debt financing may substantially increase our leverage.
We Face Possible Risks Associated with the Physical Effects of Climate Change.
We cannot predict with certainty whether climate change is occurring and, if so, at what rate.  However, the physical effects of climate change could have a material adverse effect on our Properties, operations and business.  For example, many of our properties are located in the southeast and southwest regions of the United States, particularly in Florida, California and Arizona.  To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity and rising sea-levels.  Over time, these conditions could result in declining demand for space in our Properties or our inability to operate them.  Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal or related costs at our Properties.  Proposed legislation to address climate change could increase utility and other costs of operating our Properties which, if not offset by rising rental income, would reduce our net income.  There can be no assurance that climate change will not have a material adverse effect on our Properties, operations or business.


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Americans with Disabilities Act Compliance Could be Costly.
Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons.  Compliance with the ADA requirements could involve removal of structural barriers to access or use by disabled persons.  Other federal, state and local laws may require modifications to or restrict further renovations of our Properties with respect to such accesses.  Although we believe that our Properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us.  Such costs may adversely affect our ability to make distributions or payments to our investors.
Affordable Care Act Compliance Could be Costly. 
 
President Obama signed the Patient Protection and Affordable Care Act into law in 2010, which was amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”).  The Affordable Care Act is designed to expand access to affordable health insurance, among other objectives.  Many aspects of the Affordable Care Act are being implemented through new regulations and regulatory guidance, which are continuing to be issued.  While we cannot accurately predict at this time the full effect of the Affordable Care Act on our business, compliance may adversely impact our labor costs, our ability to negotiate favorable terms under our benefits plans for our employees, our ability to attract or retain employees or our operations to the extent that compliance may affect the composition of our workforce, any or all of which could be costly. Such costs may adversely affect our ability to make distributions or payments to our investors.

We Face Risks Relating to Cybersecurity Attacks That Could Cause Loss of Confidential Information and Other Business Disruptions.

We rely extensively on internally and externally hosted computer systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems.  Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password change events, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will be successful in preventing a cyber attack.  A cybersecurity attack could compromise the confidential information of our employees, customers and vendors to the extent such information exists on our systems.  A successful attack could disrupt and affect our business operations.
Our Qualification as a REIT is Dependent on Compliance With U.S. Federal Income Tax Requirements.
We believe we have been organized and operated in a manner so as to qualify for taxation as a REIT, and we intend to continue to operate so as to qualify as a REIT for U.S. federal income tax purposes. Qualification as a REIT for U.S. federal income tax purposes, however, is governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations. In connection with certain transactions, we have received, and relied upon, advice of counsel as to the impact of such transactions on our qualification as a REIT. Our qualification as a REIT requires analysis of various facts and circumstances that may not be entirely within our control, and we cannot provide any assurance that the Internal Revenue Service (the “IRS”) will agree with our analysis or the analysis of our tax counsel. In particular, the proper federal income tax treatment of right-to-use membership contracts is uncertain and there is no assurance that the IRS will agree with our treatment of such contracts. If the IRS were to disagree with our analysis or our tax counsel’s analysis of various facts and circumstances, our ability to qualify as a REIT could be adversely affected. In addition, legislation, new regulations, administrative interpretations or court decisions might significantly change the tax laws with respect to the requirements for qualification as a REIT or the U.S. federal income tax consequences of qualification as a REIT.
If, with respect to any taxable year, we failed to maintain our qualification as a REIT (and if specified relief provisions under the Code were not applicable to such disqualification), we 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.


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Interpretation of and Changes to Accounting Policies and Standards Could Adversely Affect Our Reported Financial Results.
Our Accounting Policies and Methods Are the Basis on Which We Report Our Financial Condition and Results of Operations, and They May Require Management to Make Estimates About Matters that Are Inherently Uncertain. Our accounting policies and methods are fundamental to the manner in which we record and report our financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure that they comply with generally accepted accounting principles and reflect management’s judgment as to the most appropriate manner in which to record and report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in reporting materially different amounts than would have been reported under a different alternative.
Changes in Accounting Standards Could Adversely Affect Our Reported Financial Results. The bodies that set accounting standards for public companies, including the Financial Accounting Standards Board (“FASB”), the SEC and others, periodically change or revise existing interpretations of the accounting and reporting standards that govern the way that we report our financial condition, results of operations, and cash flows. These changes can be difficult to predict and can materially impact our reported financial results. In some cases, we could be required to apply a new or revised accounting standard, or a revised interpretation of an accounting standard, retroactively, which could have a negative impact on reported results or result in the restatement of our financial statements for prior periods.
Our Accounting Policies for Entering Right-To-Use Contracts Will Result in a Substantial Deferral of Revenue in Our Financial Results. In 2008, we began entering right-to-use contracts. Customers who enter upgraded right-to-use contracts are generally required to make an upfront nonrefundable payment to us. We incur significant selling and marketing expenses to originate the right-to-use contract upgrades, and the majority of expenses must be expensed in the period incurred, while the related revenues and commissions are generally deferred and recognized over the expected life of the contract, which is estimated based upon historical attrition rates. The expected life of a right-to-use contract is currently estimated to be between one and 31 years. As a result, we may incur a loss from entering right-to-use contract upgrades, build up a substantial deferred revenue liability balance, and recognize substantial non-cash revenue in the years subsequent to originally entering the contract upgrades. This accounting may make it difficult for investors to interpret the financial results from the entry of right-to-use contract upgrades. At the time we began entering right-to-use contracts, we adopted a revenue recognition policy for the right-to-use contracts in accordance with the Codification Topic “Revenue Recognition” (“FASB ASC 605”) after we corresponded with the Office of the Chief Accountant at the SEC.
Item 1B. Unresolved Staff Comments
None.
 

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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 live in our communities for a long time, 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, 2013, we owned or had an ownership interest in a portfolio of 377 Properties located throughout the United States and British Columbia containing 139,126 residential Sites. A total of 147 of the Properties are encumbered by debt as of December 31, 2013 (see Note 8 of the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of this debt). The distribution of our Properties throughout the United States reflects our belief that geographic diversification helps to 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.)
Our two largest Properties as determined by property operating revenues are Colony Cove, located in Ellenton, Florida, and Bay Indies, located in Venice, Florida. Each accounted for approximately 2.0% of our total property operating revenues, including deferrals, for the year ended December 31, 2013.
The following table sets forth certain information relating to the Properties we owned as of December 31, 2013, categorized according to major markets and excluding Properties owned through joint ventures. The RV communities Sites occupied by annual customers are presented as 100% occupied. The annual rent for each year presented is the annualized December monthly Site rent per occupant.  Subtotals by markets and grand totals for all markets are presented on a weighted average basis.

Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/13
 
Total Number of Annual Sites as of 12/31/13
 
Annual Site Occupancy as of 12/31/13
 
 Annual Rent as of 12/31/13
 
Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
East Coast:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sunshine Key
 
Big Pine Key
 
FL
 
RV
 
54
 

 

 
409
 
70
 
100.0
%
 
$
10,117

 
Cheron Village
 
Davie
 
FL
 
MH
 
30
 

 

 
202
 
202
 
96.5
%
 
$
8,273

 
Carriage Cove
 
Daytona Beach
 
FL
 
MH
 
59
 

 

 
418
 
418
 
90.2
%
 
$
6,040

 
Coquina Crossing
 
Elkton
 
FL
 
MH
 
316
 
26
 
145
 
568
 
566
 
94.5
%
 
$
6,660

 
Bulow Plantation
 
Flagler Beach
 
FL
 
MH
 
323
 
181
 
722
 
276
 
276
 
98.6
%
 
$
6,529

 
Bulow RV
 
Flagler Beach
 
FL
 
RV
 
(f)
 

 

 
352
 
76
 
100.0
%
 
$
5,998

 
Carefree Cove
 
Ft. Lauderdale
 
FL
 
MH
 
20
 

 

 
164
 
164
 
93.9
%
 
$
6,850

 
Park City West
 
Ft. Lauderdale
 
FL
 
MH
 
60
 

 

 
363
 
363
 
97.5
%
 
$
6,859

 
Sunshine Holiday MH
Ft. Lauderdale
 
FL
 
MH
 
32
 

 

 
270
 
270
 
89.6
%
 
$
7,164

 
Sunshine Holiday RV
Ft. Lauderdale
 
FL
 
RV
 
(f)
 

 

 
130
 
32
 
100.0
%
 
$
6,257

 
Lake Worth Village
 
Lake Worth
 
FL
 
MH
 
117
 

 

 
823
 
823
 
78.4
%
 
$
7,142

 
Maralago Cay
 
Lantana
 
FL
 
MH
 
102
 
5
 

 
603
 
603
 
97.7
%
 
$
8,010

 
Coral Cay
 
Margate
 
FL
 
MH
 
121
 

 

 
819
 
818
 
97.8
%
 
$
7,001

 

15





Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/13
 
Total Number of Annual Sites as of 12/31/13
 
Annual Site Occupancy as of 12/31/13
 
 Annual Rent as of 12/31/13
 
Lakewood Village
 
Melbourne
 
FL
 
MH
 
68
 

 

 
349
 
349
 
88.5
%
 
$
5,166

 
Holiday Village
 
Ormond Beach
 
FL
 
MH
 
43
 

 

 
301
 
301
 
88.0
%
 
$
5,238

 
Sunshine Holiday
 
Ormond Beach
 
FL
 
RV
 
69
 

 

 
349
 
131
 
100.0
%
 
$
5,419

 
The Meadows, FL
 
Palm Beach Gardens
 
FL
 
MH
 
55
 

 

 
379
 
379
 
82.8
%
 
$
7,371

 
Breezy Hill RV
 
Pompano Beach
 
FL
 
RV
 
52
 

 

 
762
 
379
 
100.0
%
 
$
6,674

 
Highland Wood RV
 
Pompano Beach
 
FL
 
RV
 
15
 

 

 
148
 
20
 
100.0
%
 
$
5,624

 
Lighthouse Pointe
 
Port Orange
 
FL
 
MH
 
64
 

 

 
433
 
433
 
84.8
%
 
$
5,380

 
Pickwick
 
Port Orange
 
FL
 
MH
 
84
 
4
 

 
432
 
432
 
99.8
%
 
$
5,931

 
Indian Oaks
 
Rockledge
 
FL
 
MH
 
38
 

 

 
208
 
208
 
100.0
%
 
$
4,864

 
Countryside at Vero Beach
 
Vero Beach
 
FL
 
MH
 
125
 

 

 
644
 
644
 
87.9
%
 
$
6,151

 
Heritage Plantation
 
Vero Beach
 
FL
 
MH
 
64
 

 

 
437
 
437
 
82.2
%
 
$
5,949

 
Holiday Village, FL
 
Vero Beach
 
FL
 
MH
 
20
 

 

 
128
 
128
 
%
 
$

 
Sunshine Travel
 
Vero Beach
 
FL
 
RV
 
30
 
6
 
48
 
300
 
125
 
100.0
%
 
$
5,277

 
Heron Cay
 
Vero Beach
 
FL
 
MH
 
130
 

 

 
589
 
589
 
85.4
%
 
$
6,230

 
Vero Palm
 
Vero Beach
 
FL
 
MH
 
64
 

 

 
285
 
285
 
79.6
%
 
$
5,695

 
Village Green
 
Vero Beach
 
FL
 
MH
 
174
 

 

 
781
 
781
 
86.0
%
 
$
6,739

 
Palm Beach Colony
 
West Palm Beach
 
FL
 
MH
 
48
 

 

 
284
 
284
 
91.9
%
 
$
5,662

 
Central:
 

 

 

 

 

 

 

 

 


 

 
Clover Leaf Farms
 
Brooksville
 
FL
 
MH
 
227
 

 
100
 
779
 
779
 
95.8
%
 
$
5,428

 
Clover Leaf Forest
 
Brooksville
 
FL
 
RV
 
30
 

 

 
277
 
139
 
100.0
%
 
$
2,965

 
Clerbrook
 
Clermont
 
FL
 
RV
 
288
 

 

 
1,255
 
683
 
100.0
%
 
$
3,072

 
Lake Magic
 
Clermont
 
FL
 
RV
 
69
 

 

 
471
 
117
 
100.0
%
 
$
4,947

 
Orange Lake
 
Clermont
 
FL
 
MH
 
38
 

 

 
242
 
242
 
94.6
%
 
$
4,802

 
Orlando
 
Clermont
 
FL
 
RV
 
270
 
30
 
136
 
850
 
142
 
100.0
%
 
$
3,358

 
Haselton Village
 
Eustis
 
FL
 
MH
 
52
 

 

 
291
 
291
 
97.6
%
 
$
3,719

 
Southern Palms
 
Eustis
 
FL
 
RV
 
120
 

 

 
950
 
351
 
100.0
%
 
$
4,581

 
Lakeside Terrace
 
Fruitland Park
 
FL
 
MH
 
39
 

 

 
241
 
241
 
98.8
%
 
$
3,881

 
Grand Island
 
Grand Island
 
FL
 
MH
 
35
 

 

 
362
 
362
 
64.4
%
 
$
5,394

 
Sherwood Forest
 
Kissimmee
 
FL
 
MH
 
124
 

 

 
769
 
769
 
94.4
%
 
$
5,710

 
Sherwood Forest RV
 
Kissimmee
 
FL
 
RV
 
107
 
43
 
149
 
513
 
117
 
100.0
%
 
$
5,723

 
Tropical Palms(g)(h)
 
Kissimmee
 
FL
 
RV
 
59
 

 

 
541
 
 
%
 
$

 
Beacon Hill Colony
 
Lakeland
 
FL
 
MH
 
31
 

 

 
201
 
201
 
97.5
%
 
$
4,617

 
Beacon Terrace
 
Lakeland
 
FL
 
MH
 
55
 

 

 
297
 
297
 
99.3
%
 
$
4,807

 
Kings & Queens
 
Lakeland
 
FL
 
MH
 
18
 

 

 
107
 
107
 
93.5
%
 
$
5,066

 
Lakeland Harbor
 
Lakeland
 
FL
 
MH
 
65
 

 

 
504
 
504
 
99.4
%
 
$
4,514

 
Lakeland Junction
 
Lakeland
 
FL
 
MH
 
23
 

 

 
193
 
193
 
98.4
%
 
$
3,901

 
Coachwood Colony
 
Leesburg
 
FL
 
MH
 
29
 

 

 
202
 
202
 
90.6
%
 
$
4,157

 
Mid-Florida Lakes
 
Leesburg
 
FL
 
MH
 
290
 

 

 
1,225
 
1,225
 
83.4
%
 
$
5,783

 

16





Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/13
 
Total Number of Annual Sites as of 12/31/13
 
Annual Site Occupancy as of 12/31/13
 
 Annual Rent as of 12/31/13
 
Southernaire
 
Mt. Dora
 
FL
 
MH
 
14
 

 

 
114
 
114
 
82.5
%
 
$
3,982

 
Foxwood
 
Ocala
 
FL
 
MH
 
56
 

 

 
375
 
375
 
78.9
%
 
$
4,820

 
Oak Bend
 
Ocala
 
FL
 
MH
 
62
 
3
 

 
262
 
262
 
86.3
%
 
$
5,121

 
Villas at Spanish Oaks
Ocala
 
FL
 
MH
 
69
 

 

 
459
 
459
 
86.7
%
 
$
5,067

 
Audubon
 
Orlando
 
FL
 
MH
 
40
 

 

 
280
 
280
 
94.3
%
 
$
4,797

 
Hidden Valley
 
Orlando
 
FL
 
MH
 
50
 

 

 
303
 
303
 
99.0
%
 
$
6,405

 
Starlight Ranch
 
Orlando
 
FL
 
MH
 
130
 

 

 
783
 
783
 
85.1
%
 
$
5,864

 
Covington Estates
 
Saint Cloud
 
FL
 
MH
 
59
 

 

 
241
 
241
 
96.3
%
 
$
4,547

 
Parkwood Communities
 
Wildwood
 
FL
 
MH
 
121
 

 

 
694
 
694
 
97.1
%
 
$
3,259

 
Three Flags RV Resort
Wildwood
 
FL
 
RV
 
23
 

 

 
221
 
25
 
100.0
%
 
$
2,264

 
Winter Garden
 
Winter Garden
 
FL
 
RV
 
27
 

 

 
350
 
116
 
100.0
%
 
$
4,866

 
Gulf Coast (Tampa/Naples):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Toby’s RV
 
Arcadia
 
FL
 
RV
 
44
 

 

 
379
 
248
 
100.0
%
 
$
2,915

 
Winter Quarters Manatee
 
Bradenton
 
FL
 
RV
 
42
 

 

 
415
 
220
 
100.0
%
 
$
5,227

 
Windmill Manor
 
Bradenton
 
FL
 
MH
 
49
 

 

 
292
 
292
 
94.9
%
 
$
6,483

 
Glen Ellen
 
Clearwater
 
FL
 
MH
 
12
 

 

 
106
 
106
 
93.4
%
 
$
3,828

 
Hillcrest
 
Clearwater
 
FL
 
MH
 
25
 

 

 
278
 
278
 
95.7
%
 
$
5,323

 
Holiday Ranch
 
Clearwater
 
FL
 
MH
 
12
 

 

 
150
 
150
 
91.3
%
 
$
5,029

 
Silk Oak
 
Clearwater
 
FL
 
MH
 
19
 

 

 
181
 
181
 
95.0
%
 
$
5,265

 
Shady Oaks
 
Clearwater
 
FL
 
MH
 
31
 

 

 
250
 
250
 
95.2
%
 
$
6,018

 
Shady Village
 
Clearwater
 
FL
 
MH
 
19
 

 

 
156
 
156
 
94.9
%
 
$
5,900

 
Crystal Isles
 
Crystal River
 
FL
 
RV
 
38
 

 

 
260
 
49
 
100.0
%
 
$
5,549

 
Lake Haven
 
Dunedin
 
FL
 
MH
 
48
 

 

 
379
 
379
 
94.5
%
 
$
5,952

 
Colony Cove
 
Ellenton
 
FL
 
MH
 
538
 

 

 
2,207
 
2,207
 
90.4
%
 
$
6,470

 
Ridgewood Estates
 
Ellenton
 
FL
 
MH
 
77
 

 

 
380
 
380
 
98.9
%
 
$
4,710

 
Fiesta Key (a)
 
Long Key
 
FL
 
RV
 
28
 

 

 
324
 
15
 
100.0
%
 
$
8,307

 
Fort Myers Beach Resort
 
Fort Myers
 
FL
 
RV
 
31
 

 

 
306
 
99
 
100.0
%
 
$
6,285

 
Gulf Air Resort
 
Fort Myers
 
FL
 
RV
 
25
 

 

 
246
 
149
 
100.0
%
 
$
5,569

 
Barrington Hills
 
Hudson
 
FL
 
RV
 
28
 

 

 
392
 
243
 
100.0
%
 
$
3,465

 
Down Yonder
 
Largo
 
FL
 
MH
 
50
 

 

 
361
 
361
 
99.7
%
 
$
6,416

 
East Bay Oaks
 
Largo
 
FL
 
MH
 
40
 

 

 
328
 
328
 
100.0
%
 
$
5,383

 
Eldorado Village
 
Largo
 
FL
 
MH
 
25
 

 

 
227
 
227
 
98.2
%
 
$
5,413

 
Shangri La
 
Largo
 
FL
 
MH
 
14
 

 

 
160
 
160
 
90.0
%
 
$
5,104

 
Vacation Village
 
Largo
 
FL
 
RV
 
29
 

 

 
293
 
155
 
100.0
%
 
$
4,687

 
Whispering Pines - Largo
 
Largo
 
FL
 
MH
 
55
 

 

 
392
 
392
 
87.5
%
 
$
6,277

 
Winter Quarters Pasco
Lutz
 
FL
 
RV
 
27
 

 

 
255
 
192
 
100.0
%
 
$
3,769

 
Buccaneer
 
N. Ft. Myers
 
FL
 
MH
 
223
 
39
 
162
 
971
 
971
 
98.5
%
 
$
6,654

 
Island Vista MHC
 
N. Ft. Myers
 
FL
 
MH
 
121
 

 

 
616
 
616
 
72.7
%
 
$
4,735

 

17





Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/13
 
Total Number of Annual Sites as of 12/31/13
 
Annual Site Occupancy as of 12/31/13
 
 Annual Rent as of 12/31/13
 
Lake Fairways
 
N. Ft. Myers
 
FL
 
MH
 
259
 

 

 
896
 
896
 
99.0
%
 
$
6,374

 
Pine Lakes
 
N. Ft. Myers
 
FL
 
MH
 
314
 

 

 
584
 
584
 
99.8
%
 
$
7,912

 
Pioneer Village
 
N. Ft. Myers
 
FL
 
RV
 
90
 

 

 
733
 
368
 
100.0
%
 
$
4,800

 
The Heritage
 
N. Ft. Myers
 
FL
 
MH
 
214
 
22
 
132
 
453
 
453
 
98.5
%
 
$
6,031

 
Windmill Village
 
N. Ft. Myers
 
FL
 
MH
 
69
 

 

 
491
 
491
 
91.4
%
 
$
5,200

 
Country Place
 
New Port Richey
 
FL
 
MH
 
82
 

 

 
515
 
515
 
100.0
%
 
$
5,800

 
Hacienda Village
 
New Port Richey
FL
 
MH
 
66
 

 

 
505
 
505
 
98.4
%
 
$
5,529

 
Harbor View
 
New Port Richey
FL
 
MH
 
69
 

 

 
471
 
471
 
96.4
%
 
$
4,662

 
Bay Lake Estates
 
Nokomis
 
FL
 
MH
 
34
 

 

 
228
 
228
 
94.3
%
 
$
6,870

 
Lake Village
 
Nokomis
 
FL
 
MH
 
65
 

 

 
391
 
391
 
99.7
%
 
$
6,786

 
Royal Coachman
 
Nokomis
 
FL
 
RV
 
111
 

 

 
546
 
434
 
100.0
%
 
$
6,906

 
Silver Dollar
 
Odessa
 
FL
 
RV
 
412
 

 

 
459
 
393
 
100.0
%
 
$
6,523

 
Terra Ceia
 
Palmetto
 
FL
 
RV
 
18
 

 

 
203
 
147
 
100.0
%
 
$
3,992

 
Lakes at Countrywood
 
Plant City
 
FL
 
MH
 
122
 

 

 
424
 
424
 
91.3
%
 
$
4,866

 
Meadows at Countrywood
 
Plant City
 
FL
 
MH
 
140
 
13
 
110
 
799
 
799
 
95.6
%
 
$
5,639

 
Oaks at Countrywood
 
Plant City
 
FL
 
MH
 
44
 

 

 
168
 
168
 
76.8
%
 
$
4,752

 
Harbor Lakes
 
Port Charlotte
 
FL
 
RV
 
80
 

 

 
528
 
300
 
100.0
%
 
$
5,192

 
Emerald Lake
 
Punta Gorda
 
FL
 
MH
 
28
 

 

 
200
 
200
 
92.0
%
 
$
4,692

 
Gulf View
 
Punta Gorda
 
FL
 
RV
 
78
 

 

 
206
 
57
 
100.0
%
 
$
4,865

 
Tropical Palms
 
Punta Gorda
 
FL
 
MH
 
50
 

 

 
294
 
294
 
88.1
%
 
$
4,017

 
Winds of St. Armands No.
 
Sarasota
 
FL
 
MH
 
74
 

 

 
471
 
471
 
96.8
%
 
$
6,974

 
Winds of St. Armands So.
 
Sarasota
 
FL
 
MH
 
61
 

 

 
306
 
306
 
99.0
%
 
$
7,079

 
Peace River
 
South Wauchula
 
FL
 
RV
 
72
 
38
 

 
454
 
41
 
100.0
%
 
$
2,363

 
Topics
 
Spring Hill
 
FL
 
RV
 
35
 

 

 
230
 
193
 
100.0
%
 
$
3,149

 
Pine Island
 
St. James City
 
FL
 
RV
 
31
 

 

 
363
 
88
 
100.0
%
 
$
5,695

 
Carefree Village
 
Tampa
 
FL
 
MH
 
58
 

 

 
401
 
401
 
96.8
%
 
$
4,959

 
Tarpon Glen
 
Tarpon Springs
 
FL
 
MH
 
24
 

 

 
169
 
169
 
88.2
%
 
$
5,530

 
Featherock
 
Valrico
 
FL
 
MH
 
84
 

 

 
521
 
521
 
98.5
%
 
$
4,988

 
Bay Indies
 
Venice
 
FL
 
MH
 
210
 

 

 
1,309
 
1,309
 
97.0
%
 
$
8,203

 
Ramblers Rest
 
Venice
 
FL
 
RV
 
117
 

 

 
647
 
397
 
100.0
%
 
$
5,880

 
Crystal Lakes-Zephyrhills
 
Zephyrhills
 
FL
 
MH
 
146
 

 
140
 
318
 
318
 
95.6
%
 
$
3,622

 
Sixth Avenue
 
Zephyrhills
 
FL
 
MH
 
14
 

 

 
140
 
140
 
78.6
%
 
$
2,696

 
Total Florida Market

 

 

 
9,918
 
410
 
1,844
 
51,285
 
42,476
 
93.2
%
 
$
5,740

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
California
 

 

 

 

 

 

 

 

 


 


 
Northern California:

 

 

 

 

 

 

 

 


 


 
Monte del Lago
 
Castroville
 
CA
 
MH
 
54
 

 

 
310
 
310
 
97.7
%
 
$
13,061

 
Colony Park
 
Ceres
 
CA
 
MH
 
20
 

 

 
186
 
186
 
90.9
%
 
$
6,578

 

18





Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/13
 
Total Number of Annual Sites as of 12/31/13
 
Annual Site Occupancy as of 12/31/13
 
 Annual Rent as of 12/31/13
 
Russian River
 
Cloverdale
 
CA
 
RV
 
41
 

 

 
135
 
3
 
100.0
%
 
$
2,752

 
Snowflower (h)
 
Emigrant Gap
 
CA
 
RV
 
612
 
200
 

 
268
 
 
%
 
$

 
Four Seasons
 
Fresno
 
CA
 
MH
 
40
 

 

 
242
 
242
 
93.4
%
 
$
4,530

 
Yosemite Lakes
 
Groveland
 
CA
 
RV
 
403
 
30
 
111
 
299
 
3
 
100.0
%
 
$
676

 
Tahoe Valley (b) (h)
 
Lake Tahoe
 
CA
 
RV
 
86
 
20
 
200
 
413
 
 
%
 
$

 
Sea Oaks
 
Los Osos
 
CA
 
MH
 
18
 

 

 
125
 
125
 
100.0
%
 
$
6,294

 
Ponderosa
 
Lotus
 
CA
 
RV
 
22
 

 

 
170
 
23
 
100.0
%
 
$
3,269

 
Turtle Beach
 
Manteca
 
CA
 
RV
 
39
 

 

 
79
 
23
 
100.0
%
 
$
3,604

 
Coralwood (b)
 
Modesto
 
CA
 
MH
 
22
 

 

 
194
 
194
 
68.0
%
 
$
8,370

 
Lake Minden
 
Nicolaus
 
CA
 
RV
 
165
 
82
 
540
 
323
 
5
 
100.0
%
 
$
2,548

 
Lake of the Springs
 
Oregon House
 
CA
 
RV
 
954
 
507
 
1,014