Investment in Real Estate

Acquisitions at Fair Value

During the years ended December 31, 2016, 2015 and 2014 we acquired all of the following Properties from unaffiliated third parties (dollars in millions):

1) During the year ended December 31, 2016, we acquired four Properties collectively containing 2,377 Sites for a combined purchase price of approximately $120.5 million. As a result of these acquisitions, we assumed approximately $22.6 million of mortgage debt. The remaining purchase price was funded with available cash and proceeds from the ATM equity offering program. The following provides detail related to each acquisition that occurred during the year:

(a) During the first quarter of 2016, we completed the acquisition of Rose Bay, a 303-Site RV resort, located in Port Orange, Florida. The total purchase price of approximately $7.4 million was funded with available cash.

(b) During the second quarter of 2016, we closed on the acquisitions of Portland Fairview and Forest Lake Estates. Portland Fairview is a 407-Site RV resort located in Fairview, Oregon. The purchase price of approximately $17.6 million was funded with available cash. Forest Lake Estates is a 1,168-Site property located in Zephryhills, Florida, consisting of 894 manufactured home community Sites and 274 RV resort Sites. The purchase price of approximately $75.2 million was funded with proceeds from the ATM equity offering program and the assumption of mortgage debt of approximately $22.6 million.

(c) During the fourth quarter of 2016, we closed on the acquisition of Riverside RV, a 499-Site RV resort located in Arcadia, Florida. The purchase price of approximately $20.3 million was funded with available cash.

2) During the year ended December 31, 2015, we acquired three Properties collectively containing 731 Sites for a combined purchase price of approximately $23.9 million. The purchase price was funded with available cash. The following provides detail related to the acquisitions:

(a) During the first quarter of 2015, we completed the acquisition of two Properties, Bogue Pines, a 150-Site manufactured home community, and Whispering Pines, a 278-Site RV resort, both located in coastal North Carolina. The total purchase price of approximately $12.3 million was funded with available cash.

(b) During the second quarter of 2015, we completed the acquisition of Miami Everglades, a 303-Site RV resort, located in Miami, Florida. The total purchase price of approximately $11.6 million was funded with available cash.

3) During the year ended December 31, 2014, we acquired seven RV resorts collectively containing 3,868 Sites for a combined purchase price of approximately $85.7 million. As a result of these acquisitions, we assumed approximately $32.3 million of mortgage debt, excluding note premiums of approximately $2.3 million. The remaining purchase price was funded with available cash. We also exercised a purchase option and purchased land comprising a portion of our Colony Cove Property which was part of a portfolio of Properties acquired in 2011. The total purchase price of approximately $35.9 million was funded with available cash. In connection with the acquisition of the land, we terminated the ground lease related to the Property. During the first quarter of 2014, we received the final distribution of 51,290 shares of our common stock from the escrow funded by the seller. The following provides detail related to the acquisitions:

(a) During the first quarter of 2014, we completed the acquisition of Blackhawk RV, a 490 Site RV resort, located in Milton, Wisconsin. The purchase price of approximately $9.4 million was funded with the assumption of approximately $4.9 million in mortgage debt, excluding note premiums of $0.3 million. The remaining $4.5 million was funded with available cash. Additionally, during the first quarter of 2014, we closed on the acquisition of Lakeland RV, a 682 Site RV resort, located in Milton, Wisconsin. The purchase price of approximately $16.8 million was funded with the assumption of approximately $8.4 million in mortgage debt, excluding note premiums of $0.6 million, and available cash.

(b) During the third quarter of 2014 we closed on the acquisition of three Properties. On September 29, 2014 we closed on Echo Farms, a 237 Site RV resort located in Ocean View, New Jersey for a purchase price of approximately $5.7 million. The purchase price was funded with available cash. Additionally, we closed on May's Landing, a 168 Site RV resort located in Mays Landing, New Jersey for approximately $0.8 million funded with available cash. Lastly, we acquired Pine Acres, a 421 Site RV resort located in Raymond, New Hampshire for approximately $5.3 million, funded with available cash.

(c) During the fourth quarter of 2014, we closed on the acquisition of Space Coast and Mesa Spirit. Space Coast, a 270 Site RV resort located in Rockledge, Florida, was purchased for a price of approximately $6.1 million with available cash. Additionally, Mesa Spirit, a 1,600 Site RV resort located in Mesa, AZ was purchased for approximately $41.6 million. The purchase price was funded with the assumption of approximately $19.0 million of mortgage debt and approximately $22.6 million of available cash.

We engaged a third-party to assist with our purchase price allocation for the acquisitions. The allocation of the fair values of the assets acquired and liabilities assumed is subject to further adjustment within one year of purchase due primarily to information not readily available at the acquisition date and final purchase price settlement with the sellers in accordance with the terms of the purchase agreement. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisitions for the years ended December 31, 2016, 2015, and 2014 which we determined using Level-2 inputs for mortgage notes payable and other liabilities and Level-3 inputs for assets (amounts in thousands):



	December 31,
	2016		2015		2014
Assets acquired
Land	$	60,489	$	8,985	$	66,390
Buildings and other depreciable property	55,445		13,948		52,329
Manufactured homes	67		345		1,086
In-place leases	4,447		622		2,561
Net investment in real estate	$	120,448	$	23,900	$	122,366
Other assets	20		53		1,197
Total assets acquired	$	120,468	$	23,953	$	123,563
Liabilities assumed
Mortgage notes payable	$	22,010	$	—	$	34,559
Other liabilities	2,214		266		6,712
Total liabilities assumed	$	24,224	$	266	$	41,271
Net assets acquired	$	96,244	$	23,687	$	82,292

In accordance with our policy, the measurement period for the purchase price of the 2016 acquisitions is open as of December 31, 2016, however, we do not anticipate any further material purchase price adjustments related to these acquisitions.

Real estate acquisitions at cost

On August 15, 2016, we closed on the purchase of approximately 25 acres of vacant land adjacent to our Colony Cove and Ridgewood Estates manufactured home communities in Ellenton, Florida, for $2.0 million.

Dispositions and real estate held for disposition

During the years ended December 31, 2016, and 2015, there were no dispositions of Properties. During the year ended December 31, 2014 we received payment of approximately $2.1 million from the Arizona Department of Transportation related to the value of certain property taken for state highway purposes at our Seyenna Vista property in Maricopa County, Arizona, of which approximately $1.5 million was in excess of our basis and recognized as a gain on sale of property within continuing operations in our Consolidated Statement of Income and Comprehensive Income following the adoption of ASU 2014-08.

As of December 31, 2016, we have no Properties designated as held for disposition pursuant to FASB ASC 360-10-35.