Note 13 – Acquisitions

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 “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 Acquisition Properties which the Company refers to as the “Home Related Assets” and collectively with the Acquisition Properties, as the “Acquisition Portfolio,” for a stated purchase price of $1.43 billion (the “Acquisition”). Closing costs associated with the Acquisition of approximately $2.1 million were incurred during the quarter ended June 30, 2011.

On May 31, 2011, the Company deposited $25 million into an escrow as provided for in the Purchase Agreements for the Acquisition. On June 8, 2011, the Company deposited $275 million of the proceeds received from its equity offering in anticipation of the partial closing of the Acquisition on July 1, 2011.

On July 1, 2011, the Company closed on 35 of the 76 Acquisition Properties. On August 1, 2011, the Company closed on 16 of the remaining Acquisition Properties. (See Note 14 in the Notes to the Consolidated Financial Statements contained in this Form 10-Q for details regarding these closings.) The Company expects to close on the remaining Acquisition Properties on or before October 1, 2011. The Company is in the process of allocating the purchase price and has engaged a third-party to assist with its allocation for the Acquisition.

The following unaudited pro forma results of operations assumes that the Acquisition and related debt and equity issuances had occurred on January 1, 2010. The unaudited pro forma results of operations is 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)

	Three Months Ended					Six Months Ended
	June 30, 2011		June 30, 2010			June 30, 2011		June 30, 2010
Total revenues	$	166,052	$	163,268		$	339,611	$	334,807
Net income available for Common Shares	$	18,238	$	(2,124	)	$	45,913	$	3,945
Earnings per Common Share – Basic	$	0.47	$	(0.06	)	$	1.18	$	0.10
Earnings per Common Share – Fully Diluted⁽²⁾	$	0.46	$	(0.06	)	$	1.17	$	0.10

1.	The following expenses 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:

For the Acquisition Properties the Company has closed on, the Company entered into a property management agreement with the seller for a fee of four percent of property revenues beginning on July 1, 2011 for a three month term with an option to extend to November 30, 2011.

The Company entered into a loan servicing agreement, effective July 1, 2011, with respect to the Chattel Loans the Company is acquiring in the Acquisition. The loan servicing fee is $55,000 per month and the term of the agreement is three months.

The Company has estimated that its annual incremental property management expenses associated with the Acquisition are approximately $5.8 million.

The Company has estimated that its annual incremental general and administrative expenses associated with the Acquisition, including Chattel Loan servicing, are approximately $1.6 million.

Acquisition-related costs related to the Acquisition are not expected to have a continuing impact and therefore have been excluded from these pro forma results.

For the three and six months ended June 30, 2010, both the Company’s weighted average approximately 4.9 million common OP Units (which were dilutive to the Company’s historical operations) and the issuance of 1,740,000 shares of Series B Preferred Stock were anti-dilutive, and therefore both were excluded from the computation of the Pro Forma Earnings per Common Share – Fully Diluted.