Acquisitions

During the year ended December 31, 2012, the Company closed on the acquisition of the Victoria Palms Resort, a 1,122-site property, and the Alamo Palms Resort, a 643-site property, for a purchase price of $25.0 million.

On May 31, 2011, the Company’s operating partnership entered into purchase and other agreements (the “Purchase Agreements”) to acquire a portfolio of 75 manufactured home communities and one RV resort (the “2011 Acquisition Properties”) containing 31,167 sites on approximately 6,500 acres located in 16 states (primarily located in Florida and the northeastern region of the United States) and certain manufactured homes and loans secured by manufactured homes located at the 2011 Acquisition Properties which the Company refers to as the “Home Related Assets” for a stated purchase price of $1.43 billion (the “2011 Acquisition”). Revenues for 75 of the 2011 Acquisition Properties, included in the Consolidated Statements of Income and Comprehensive Income for the Company were approximately $169.1 million and $61.3 million for the year ended December 31, 2012 and 2011.

During the year ended December 31, 2011, the Company acquired 75 of the 2011 Acquisition Properties and certain Home Related Assets associated with such 75 of the 2011 Acquisition Properties for a purchase price of approximately $1.5 billion. The Company funded the purchase price of this closing with (i) the issuance of 1,708,276 shares of its common stock, to the seller with an aggregate value of approximately $111 million, (ii) the issuance of 1,740,000 shares of Series B Preferred Stock to the seller with an aggregate value of approximately $113 million, (iii) the assumption of mortgage debt secured by 35 of the 2011 Acquisition Properties with an aggregate value of approximately $548 million, (iv) the net proceeds of approximately $344 million, net of offering costs, from a common stock offering of 6,037,500 shares, (v) approximately $200 million of cash from the Term Loan the Company closed on July 1, 2011, and (vi) approximately $200 million of cash from new secured financings originated during the third quarter of 2011. The assumed mortgage debt had stated interest rates ranging from 4.65% to 8.87% per annum and maturities from dates ranging from 2012 to 2023.

Note 19—Acquisitions (continued)

The Company engaged a third-party to assist with its purchase price allocation for the 2011 Acquisition. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the 2011 Acquisition for the year ended December 31, 2012, which we determined using level two and level three inputs (amounts in thousands).



	2012		2011
Assets acquired
Land	$	4,410	$	471,500
Depreciable property	18,491		855,200
Manufactured homes	—		24,000
In-place leases	2,099		74,000
Net investment in real estate	25,000		1,424,700
Notes receivable	—		40,000
Other assets	29		18,300
Total Assets acquired	25,029		1,483,000
Liabilities assumed
Mortgage notes payable	—		548,000
Accrued payroll and other operating expenses	376		3,000
Rents and other customer payments received in advance and security deposits	440		5,000
Total Liabilities assumed	816		556,000
Net consideration paid	$	24,213	$	927,000

The allocation of fair values of the assets acquired and liabilities assumed differs from the allocation reported in Note 19—Acquisitions of the Notes to the Consolidated Financial Statements contained in the Form 10-K for the year ended December 31, 2011, filed with the SEC on February 29, 2012, due primarily to adjustments to certain of our valuation assumptions based on more complete information concerning the subject assets and liabilities. None of these changes had a material impact on our Consolidated Financial Statements.

The following unaudited pro forma consolidated results of operations assumes that the 2011 Acquisition for the 2011 Acquisition Properties and related debt and equity issuances had occurred on January 1, 2011. The unaudited pro forma results of operations are based upon historical financial statements. The unaudited pro forma results do not purport to represent what the actual results of operations of the Company would have been, nor do they purport to predict the results of operations of future periods.

Unaudited Pro Forma Results of Operations⁽¹⁾

(amounts in thousands, except per share data)



	December 31, 2011
Total revenues	$	676,819
Net income available for Common Shares	$	17,441
Earnings per Common Share – Basic	$	0.45
Earnings per Common Share – Fully Diluted⁽²⁾	$	0.44

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1.	The following expenses, except for c. below, are not reflected in the Unaudited Pro Forma Results of Operations as they are either short-term in nature or are not reflective of the historical results of the Company or the seller:


a.	Annual incremental property management expenses associated with the 2011 Acquisition.


b.	Annual incremental general and administrative expenses associated with the 2011 Acquisition.


c.	For the year ended December 31, 2011, the Company has estimated the amortization expense of an intangible asset for in-place leases to be approximately $73.6 million. The estimated useful life for acquired in-place leases is one year.


2.	For the year ended December 31, 2011, the Company’s weighted average of approximately 4.6 million common OP Units (which were dilutive to the Company’s historical operations) were anti-dilutive, and therefore were excluded from the computation of the Pro Forma Earnings per Common Share—Fully Diluted.