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EQUITY LIFESTYLE PROPERTIES INC - Annual Report: 2012 (Form 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, 2012
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.    x
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 $2,643.9 million as of June 29, 2012 based upon the closing price of $68.97 on such date using beneficial ownership of stock rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting stock owned by Directors and Officers, some of whom may not be held to be affiliates upon judicial determination.
At February 26, 2013, 41,673,959 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 8, 2013.






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., a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and its other consolidated subsidiaries (the “Subsidiaries”), are referred to herein as the “Company” or “ELS.” ELS elected to be taxed as a real estate investment trust (“REIT”), for U.S. federal income tax purposes commencing with its taxable year ended December 31, 1993.
The Company is a fully integrated owner and operator of lifestyle-oriented properties (“Properties”). The Company leases individual developed areas (“sites”) with access to utilities for placement of factory built homes, cottages, cabins or recreational vehicles (“RVs”). Customers may lease individual sites or enter right-to-use contracts providing the customer access to specific Properties for limited stays. The Company was formed in December 1992 to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated Properties since 1969. As of December 31, 2012, the Company owned or had an ownership interest in a portfolio of 383 Properties located throughout the United States and Canada, consisting of 142,679 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 (119), California (49), Arizona (41), Michigan (15), Pennsylvania (15), Texas (17), Washington (14), Colorado (10), Oregon (9), North Carolina (8), Delaware (7), Indiana (7), Nevada (7), New York (7), Virginia (7), Maine (5), Massachusetts (5), Wisconsin (5), Idaho (4), Illinois (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, tennis courts, laundry facilities and cable television service. In some cases, utilities are provided or arranged for by the Company; otherwise, the customer contracts for the utility directly. Some Properties provide water and sewer service through municipal or regulated utilities, while others provide these services to customers from on-site facilities. Properties generally are designed to attract retirees, empty-nesters, vacationers and second home owners; however, certain of the Company’s Properties focus on affordable housing for families. The Company focuses on owning properties in or near large metropolitan markets and retirement and vacation destinations.
Employees and Organizational Structure
The Company has an annual average of approximately 3,600 full-time, part-time and seasonal employees dedicated to carrying out its operating philosophy and strategies of stockholder value enhancement and service to its 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 the Company’s regional vice presidents and regional and district managers. These individuals 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.

Formation of the Company
The operations of the Company are conducted primarily through the Operating Partnership. The Company contributed the proceeds from its initial public offering 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 the Company. The financial results of the Operating Partnership and the Subsidiaries are consolidated in the Company’s 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 the Company, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”), the Company has formed taxable REIT subsidiaries, as defined in the Code, to engage in such activities.

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Realty Systems, Inc. (“RSI”) is a wholly owned taxable REIT subsidiary of the Company that is engaged in the business of purchasing and selling or leasing Site Set homes that are located in Properties owned and managed by the Company. 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 taxable REIT subsidiaries of the Company.
Business Objectives and Operating Strategies
The Company’s primary business objective is to maximize both current income and long-term growth in income. The Company’s 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.
The Company focuses on properties that have strong cash flow and plans to hold such properties for long-term investment and capital appreciation. In determining cash flow potential, the Company evaluates its ability to attract to its Properties and retain high quality customers who take pride in the Property and in their homes. The Company’s 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 management information systems 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 the Company’s debt balances such that the Company maintains financial flexibility, has minimal exposure to interest rate fluctuations and maintains an appropriate degree of leverage to maximize return on capital.
The Company focuses 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, the Company regularly conducts evaluations of the cost of housing in the marketplaces in which its Properties are located and surveys rental rates of competing properties. From time to time the Company also conducts satisfaction surveys of its customers to determine the factors they consider most important in choosing a property. The Company seeks 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 determined by the Company’s Board of Directors and may be changed at any time.
Acquisitions and Dispositions
Over the last decade the Company’s portfolio of Properties has grown significantly from 142 owned or partly owned Properties with over 51,500 sites to 383 owned or partly-owned Properties with over 142,600 sites. During the year ended December 31, 2012, the Company acquired two Properties with over 1,700 sites. The Company continually reviews the Properties in its portfolio to ensure that they fit the Company’s business objectives. Over the last five years, the Company sold ten Properties, and it redeployed capital to properties in markets it believes have greater long-term potential. In that same time period, the Company acquired 83 properties located in high growth areas and retirement and vacation destinations such as Florida, Arizona and California.
The Company believes 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 the Company’s Properties as investments. The Company believes it has a competitive advantage in the acquisition of additional properties due to its experienced management, significant presence in major real estate markets and substantial capital resources. The Company is actively seeking to acquire additional properties and is engaged in various stages of negotiations relating to the possible acquisition of a number 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 the Company’s due diligence review.

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The Company anticipates that new acquisitions will generally be located in the United States, although it may consider other geographic locations provided they meet certain acquisition criteria. The Company utilizes 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 it expects to expand its operations.
Acquisitions will be financed from the most appropriate sources of capital, which may include undistributed funds from operations, issuance of additional equity securities, sales of investments, collateralized and uncollateralized borrowings and issuance of debt securities. In addition, the Company may acquire properties in transactions that include the issuance of limited partnership interests in the Operating Partnership (“Units”) as consideration for the acquired properties. The Company believes that an ownership structure that includes the Operating Partnership will permit it to acquire additional properties in transactions that may defer all or a portion of the sellers’ tax consequences.
When evaluating potential acquisitions, the Company considers such factors as:
The replacement cost of the property, including land values, entitlements and zoning;
The geographic area and type of the 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; and
The competition from existing properties and the potential for the construction of new properties in the area.
When evaluating potential dispositions, the Company considers such factors as:
Its ability to sell the Property at a price that it believes will provide an appropriate return for its stockholders;
Its desire to exit certain non-core markets and recycle the capital into core markets; and
Whether the Property meets its current investment criteria.
When investing capital, the Company considers all potential uses of the capital, including returning capital to its stockholders. The Company’s Board of Directors continues to review the conditions under which it will repurchase the Company’s stock. These conditions include, but are not limited to, market price, balance sheet flexibility, other opportunities and capital requirements.
Property Expansions
Several of the Company’s Properties have available land for expanding the number of sites available to be utilized by its 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 the Company 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. The Company’s acquisition philosophy includes owning Properties with potential Expansion Site development. Approximately 78 of the Company’s Properties have expansion potential, with up to approximately 5,200 acres available for expansion.
Leases or Usage Rights
At the Company’s Properties, a typical lease entered into between the owner or renter of a home and the Company for the rental of a site is for a month-to-month or year-to-year term, renewable upon the consent of both parties or, in some instances, as provided by statute. These leases are cancelable, depending on applicable law, for non-payment of rent, violation of Property rules and regulations or other specified defaults. Long-term leases that are non-cancelable by the tenant are in effect at certain sites in 18 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, market rate adjustments, if appropriate, are made on an annual basis. At Properties zoned for RV use, long-term customers typically enter into rental agreements and many customers prepay for their stays. 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-use or membership contract, the contract generally grants the customer access to designated Properties on a continuous basis of up to 14

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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 34% 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. In the spring of 2010, the Company began selling low-cost right-to-use contracts most of which require payment of only an annual fee.

Regulations and Insurance
General. The Company’s 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 its Properties. The Company believes that each Property has all material permits and approvals necessary to operate. The Company works closely with government agencies to renew these permits and approvals in the ordinary course of business.
At certain of the Company’s Properties primarily used as membership campgrounds, state statutes limit the Company’s 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 the Company to register with a state agency and obtain a permit to market (see Item 1A. “Risk Factors”).
Rent Control Legislation. At certain of the Company’s Properties, principally in California, state and local rent control laws limit the Company’s 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. The Company presently expects 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 has enacted a law requiring that rental increases be reasonable. Also, certain jurisdictions in California in which the Company owns Properties limit rent increases to changes in the CPI or some percentage of it. As part of the Company’s effort to realize the value of Properties subject to restrictive regulation, it has initiated lawsuits against several municipalities imposing such regulations in an attempt to balance the interests of its stockholders with the interests of its customers (see Item 3. “Legal Proceedings”).
Insurance. The Properties are insured against all risks causing property damage and business interruption caused by fire, flood, earthquake, or windstorm, and the relevant insurance policies contain various deductible requirements, such as coverage limits and particular exclusions. The Company’s current property and casualty insurance policies, which it plans to renew, expire on April 1, 2013. The Company has a $100 million loss limit with respect to its 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 ELS’ maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
INDUSTRY
The Company believes that modern properties similar to its 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: The Company believes that the supply of new properties in locations targeted by the Company 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 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. The Company believes that this relatively high degree of fragmentation provides the Company, 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, 2012.

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Customer Base: The Company believes 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 the Company, 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 ten U.S. vehicle-owning households owns an RV and there are 8.9 million current 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. The Company believes that this population segment, seeking an active lifestyle, will provide opportunities for future cash flow growth for the Company. 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.
The Company believes that the housing choices in its Properties are especially attractive to such individuals throughout this lifestyle cycle. The Company’s Properties offer an appealing amenity package, close proximity to local services, social activities, low maintenance and a secure environment. In fact, many of the Company’s Properties allow for this cycle to occur within a single Property.
Construction Quality: Since 1976, all factory built housing has been required to meet stringent federal standards, resulting in significant increases in quality. The Department of Housing and Urban 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 the Company’s Properties, there is an active resale or rental market for these larger homes.
Second Home Demographics: According to 2012 National Association of Realtors (“NAR”) reports, sales of second homes in 2011 accounted for 38% of residential transactions, or 1.73 million second-home sales in 2011. There were approximately 8.0 million vacation homes in 2011. The typical vacation-home buyer is 50 years old and earned $88,600 in 2011. According to 2011 NAR reports, approximately 42% of vacation homes were purchased in the south; 30% were purchased in the west; 15% 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 wherewithal 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. The Company believes it is likely that over the next decade it will continue to see historically high levels of second-home sales, and resort homes and cottages in its Properties will continue to provide a viable second-home alternative to site-built homes.
Notwithstanding the Company’s belief that the industry information highlighted above provides the Company with significant long-term growth opportunities, its 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 fourth straight year of growth. Although new manufactured home shipments continue to be below historical levels, shipments in 2012 increased over 6% to 54,900 units as compared to shipments in 2011 of 51,600 units. According to the RVIA, wholesale shipments of RVs increased 13% in 2012 to 286,000 units as compared to 2011, which continued a positive trend in RV shipments that started in late 2009. Certain industry experts have predicted that 2013 RV shipments will increase 4% to 5% as compared to 2012.

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

Sales: Retail sales of RVs increased over 8% to 208,200 for the year ended December 31, 2012, as compared to 192,500 the year ended December 31, 2011. A total of 192,500 RVs were sold during the year ended December 31, 2011, representing an increase of over 5% over the prior year. The Company believes 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 16% since 2001 and 64% since 1980. 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: The current credit crisis has made it difficult for manufactured home and RV manufacturers to obtain floor plan financing and for potential customers to obtain loans for manufactured home or RV purchases. Further, legislation enacted in 2010 known as the SAFE Act (Safe Mortgage Licensing Act) requires community owners interested in financing customer purchases of manufactured homes to register as a mortgage loan originator in states in which they engage in such financing. These requirements are generally more burdensome for lenders financing the purchase of manufactured homes than for lenders financing the purchase of site-built homes. In addition, as compared to financing available to owners and purchasers of site-built single family homes, available financing for a manufactured home involves higher down payments, higher credit scores, higher interest rates and shorter maturity. 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.
Please see the Company’s 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
The Company files reports electronically with the Securities and Exchange Commission (“SEC”). The public may read and copy any materials the Company files 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. The Company maintains an Internet site with information about the Company and hyperlinks to its filings with the SEC at http://www.equitylifestyle.com, free of charge. Requests for copies of the Company’s 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
The Company’s 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 the Company’s Properties and the Company’s Cash Flow. Several factors may adversely affect the economic performance and value of the Company’s 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 the Company’s 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 the Company’s potential customers to sell or lease their existing site-built residences in order to purchase resort homes or cottages at the Company’s Properties, and heightened price sensitivity for seasonal and second homebuyers;
the possible reduced ability of the Company’s 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 19 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 the Company’s transient customers;
the Company’s 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 the Company’s assets to generate income sufficient to pay its expenses, service its debt and maintain its Properties, which may adversely affect the Company’s ability to make expected distributions to its stockholders;
the Company’s 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 the Company’s financial condition;
changes in laws and governmental regulations (including rent control laws and regulations governing usage, zoning and taxes), which may adversely affect the Company’s financial condition;
poor weather, especially on holiday weekends in the summer, which could reduce the economic performance of the Company’s Northern resort Properties; and
the Company’s 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. The Company intends to continue to acquire properties. Newly acquired Properties may fail to perform as expected. The Company may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management attention. Additionally, the Company expects that other real estate investors with significant capital will compete with it for attractive investment opportunities. These competitors include publicly traded REITs, private REITs and other types of investors. Such competition

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increases prices for properties. The Company expects to acquire properties with cash from secured or unsecured financings, proceeds from offerings of equity or debt, undistributed funds from operations and sales of investments. The Company 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 the Company’s acquisitions may not be realized, which could have a negative impact on the market price of the Company’s 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 the Company anticipates; and
unforeseen difficulties may arise in integrating an acquisition into the Company’s portfolio.
As a result of the foregoing, the Company cannot assure you that any acquisitions that it makes will be accretive to it in the near term or at all. Furthermore, if the Company fails to realize the intended benefits of an acquisition, the market price of its common stock could decline to the extent that the market price reflects those benefits.
Further, with respect to one of the properties that the Company acquired in its 2011 Acquisition of a portfolio of 74 manufactured home communities and one RV resort, the Company owns both a fee interest and a leasehold interest. The ground lease contains a purchase option on behalf of the lessee and a put option on behalf of the lessor. The options may be exercised by either party upon the death of the fee holder. The Company is the beneficiary of an escrow funded by the seller with approximately 114,000 shares of the Company’s common stock. The escrow provides for distributions of the escrowed stock on a quarterly basis to protect the Company from future scheduled ground lease payments as well as scheduled increases in the option purchase price over time. In connection with the purchase price allocation associated with the acquisition of these 74 properties, the Company recorded contingent consideration of approximately $6.7 million related to this escrow. If the Company does not receive distributions of all of the escrowed stock prior to the death of the fee holder, the Company will have to charge the remaining amount of this contingent consideration to operations.
Because Real Estate Investments Are Illiquid, The Company May Not be Able to Sell Properties When Appropriate. Real estate investments generally cannot be sold quickly. The Company may not be able to vary its portfolio promptly in response to economic or other conditions, forcing the Company to accept lower than market value. This inability to respond promptly to changes in the performance of the Company’s investments could adversely affect its financial condition and ability to service debt and make distributions to its stockholders.
The Decline in Home Sales Has Resulted in the Company Increasing its Rental Program to Maintain Occupancy. Due to market conditions, the Company has experienced a decline in home sales at its Properties. To maintain occupancy, the Company has increased its 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 the Company’s long-term goal is to sell these rental units to homeowners, there is no assurance that the Company will be successful and it may not be able to liquidate its investment in these in homes. In addition, the Company’s home rental operations compete with other types of rentals (e.g., apartments), and there is no assurance that Company will be able to maintain tenants in its investment of rental units.
Some Potential Losses Are Not Covered by Insurance. The Company carries comprehensive insurance coverage for losses resulting from property damage, environmental, liability claims and business interruption on all of its Properties. In addition the Company carries 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. The Company believes 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, the Company could lose all or a portion of the capital it has invested in a Property or the anticipated future revenue from a Property. In such an event, the Company might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.
The Company’s current property and casualty insurance policies, which it plans to renew, expire on April 1, 2013. The Company has a $100 million loss limit with respect to its 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 ELS’ maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
The Company’s Depositary Shares Which Represent Our 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock Have Not Been Rated. The Company has not sought to obtain a rating for its depositary shares (the “Depositary Shares”) which represent

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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 Company may elect in the future to obtain a rating of its Depositary Shares, which could adversely affect the market price. A rating increase reflects only the views of the rating agency or agencies issuing the ratings and such ratings could be revised downward, placed on a watch list or withdrawn entirely at the discretion of the issuing rating agency if in its judgment circumstances so warrant. Any such downward revision, placing on a watch list or withdrawal of a rating could have an adverse effect on the market price of the Depositary Shares.
Our Depositary Shares will be subordinate to our debt, and your interests could be diluted by the issuance of additional shares of preferred stock, and be materially and adversely affected by other transactions. Our Depositary Shares which represent our Series C Preferred Stock will be 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 contains 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 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.
Our Depositary Shares which represent our Series C Preferred Stock will be structurally subordinated to the liabilities of our subsidiaries. Substantially all of our assets and debt are held indirectly through our Operating Partnership. As a result, we have no source of operating cash flow other than distributions from our Operating Partnership. Our ability to pay distributions to holders of our Depositary Shares depends on our Operating Partnership’s ability first to satisfy its obligations to its creditors and then to make distributions to MHC Trust. Similarly, MHC Trust must satisfy its obligations to its creditors before making distributions to us. Thus, our Depositary Shares will be structurally subordinated to certain liabilities of our subsidiaries in the event of their liquidation, dissolution or winding up.
Adverse changes in general economic conditions may adversely affect the Company’s business.
The Company’s success is dependent upon economic conditions in the U.S. generally and in the geographic areas in which a substantial number of the Company’s Properties are located. Adverse changes in national economic conditions and in the economic conditions of the regions in which the Company conducts substantial business may have an adverse effect on the real estate values of the Company’s Properties, its financial performance and the market price of its 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 the Company maintains reserves for credit losses and an allowance for doubtful accounts in amounts that it believes should be sufficient to provide adequate protection against potential write-downs in its 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 the Company’s Cash Flow.
Many of the states in which the Company does 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 the Company to register with a state agency and obtain a permit to market. The Company is subject to changes, from time to time, in the application or interpretation of such laws that can affect its business or the rights of its 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 the ability of the Company to realize recoveries from Property sales.
The government authorities regulating the Company's 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. The Company monitors its 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.

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Certain consumer rights and defenses that vary from jurisdiction to jurisdiction may affect the Company's 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, the Company is prohibited from selling more than ten memberships per site. At the present time, these restrictions do not preclude the Company from selling memberships in any state. However, these restrictions may limit the Company's ability to utilize Properties for public usage and/or the Company's 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 the Company’s Economic Performance.
Scheduled Debt Payments Could Adversely Affect the Company’s Financial Condition. The Company’s business is subject to risks normally associated with debt financing. The total principal amount of the Company’s outstanding indebtedness was approximately $2.3 billion as of December 31, 2012, of which approximately $753.1 million, or 33.2%, matures in 2014 and 2015. The Company’s substantial indebtedness and the cash flow associated with serving its indebtedness could have important consequences, including the risks that:
the Company’s cash flow could be insufficient to pay distributions at expected levels and meet required payments of principal and interest;
the Company might be required to use a substantial portion of its cash flow from operations to pay its indebtedness, thereby reducing the availability of its cash flow to fund the implementation of its business strategy, acquisitions, capital expenditures and other general corporate purposes;
the Company’s debt service obligations could limit its flexibility in planning for, or reacting to, changes in its business and the industry in which it operates;
the Company may not be able to refinance existing indebtedness (which in virtually all cases requires substantial principal payments at maturity) and, if it 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, the Company’s cash flow will not be sufficient in all years to repay all maturing debt; and
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 the Company’s ability to service debt and make distributions to stockholders.
Ability to obtain mortgage financing or to refinance maturing mortgages may adversely affect the Company’s 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 the Company’s ability to service debt and make distributions to stockholders.
Financial Covenants Could Adversely Affect the Company’s Financial Condition. If a Property is mortgaged to secure payment of indebtedness, and the Company is unable to meet mortgage payments, the mortgagee could foreclose on the Property, resulting in loss of income and asset value. The mortgages on the Company’s Properties contain customary negative covenants, which among other things limit the Company’s ability, without the prior consent of the lender, to further mortgage the Property and to discontinue insurance coverage. In addition, the Company’s unsecured credit facilities contain certain customary restrictions, requirements and other limitations on the Company’s 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 the Company’s financial condition and results of operations.
The Company’s Degree of Leverage Could Limit Its Ability to Obtain Additional Financing. The Company’s debt-to-market-capitalization ratio (total debt as a percentage of total debt plus the market value of the outstanding common stock and Units held by parties other than the Company) was approximately 43% as of December 31, 2012. The degree of leverage could have important consequences to stockholders, including an adverse effect on the Company’s ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes, and makes the Company more vulnerable to a downturn in business or the economy generally.
The Company may be able to incur substantially more debt, which would increase the risks associated with its substantial leverage. Despite the Company’s current indebtedness levels, it may still be able to incur substantially more debt in the future. If new debt is added to the Company’s current debt levels, an even greater portion of its cash flow will be needed to satisfy its debt service

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obligations. As a result, the related risks that we now face could intensify and increase the risk of a default on the Company’s indebtedness.
The Company Depends on Its Subsidiaries’ Dividends and Distributions.
Substantially all of the Company’s assets are owned indirectly by the Operating Partnership. As a result, the Company has no source of cash flow other than distributions from the Operating Partnership.  For the Company to pay dividends to holders of its common stock and preferred stock, the Operating Partnership must first distribute the cash to MHC Trust, and then MHC Trust must distribute the cash to the Company.  Before they can distribute the cash, the Operating Partnership and MHC Trust must first satisfy their obligations to their creditors (and their preferred stockholders in the case of common stock distributions).
Stockholders’ Ability to Effect Changes of Control of the Company is Limited.
Provisions of the Company’s Charter and Bylaws Could Inhibit Changes of Control. Certain provisions of the Company’s charter and bylaws may delay or prevent a change of control of the Company or other transactions that could provide its 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 its 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 the Company’s 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 the Company 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, the Company’s common stockholders receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Stockholder for its shares of common stock. The Board of Directors has exempted from these provisions under the Maryland law any business combination with Samuel Zell, who is the Chairman of the Board of the Company, certain holders of Units who received them at the time of the Company’s initial public offering, the General Motors Hourly Rate Employees Pension Trust and the General Motors Salaried Employees Pension Trust, and the Company’s officers who acquired common stock at the time the Company was formed and each and every affiliate of theirs.
The Company Has 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 the Company’s 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 the Company’s REIT qualification, the Company’s charter, subject to certain exceptions, prohibits Beneficial Ownership (as defined in the Company’s charter) by any single stockholder of more than 5% (in value or number of shares, whichever is more restrictive) of the Company’s outstanding capital stock. The Company refers to this as the “Ownership Limit.” Within certain limits, the Company’s 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 the Company 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 transferred to the Company 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 the Company as trustee or (ii) the amount realized from such sale. A transfer of capital stock may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control of the Company and, therefore, could adversely affect its stockholders’ ability to realize a premium over the then-prevailing market price for their common stock or adversely affect the best interest of the Company’s stockholders.
Conflicts of Interest Could Influence the Company’s Decisions.
Certain Stockholders Could Exercise Influence in a Manner Inconsistent With the Stockholders’ Best Interests. As of December 31, 2012, Mr. Samuel Zell and certain affiliated holders beneficially owned approximately 8.7% of the Company’s outstanding common stock (in each case including common stock issuable upon the exercise of stock options and the exchange of Units). Mr. Zell is

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the chairman of the Company’s Board of Directors. Accordingly, Mr. Zell has significant influence on the Company’s management and operation. Such influence could be exercised in a manner that is inconsistent with the interests of other stockholders.
Mr. Zell and His Affiliates Continue to be Involved in Other Investment Activities. Mr. Zell and his affiliates have a broad and varied range of investment interests, including interests in other real estate investment companies involved in other forms of housing, including multifamily housing. Mr. Zell and his affiliates may acquire interests in other companies. Mr. Zell may not be able to control whether any such company competes with the Company. Consequently, Mr. Zell’s continued involvement in other investment activities could result in competition to the Company as well as management decisions that might not reflect the interests of the Company’s stockholders.
Risk of Eminent Domain and Tenant Litigation.
The Company owns Properties in certain areas of the country where real estate values have increased faster than rental rates in its Properties either because of locally imposed rent control or long term leases. In such areas, the Company has learned that certain local government entities have investigated the possibility of seeking to take the Company’s Properties by eminent domain at values below the value of the underlying land. While no such eminent domain proceeding has been commenced, and the Company would exercise all of its rights in connection with any such proceeding, successful condemnation proceedings by municipalities could adversely affect its financial condition. Moreover, certain of its Properties located in California are subject to rent control ordinances, some of which not only severely restrict ongoing rent increases but also prohibit the Company from increasing rents upon turnover. Such regulations allow customers to sell their homes for a premium representing the value of the future discounted rent-controlled rents. As part of the Company’s effort to realize the value of its Properties subject to rent control, the Company has initiated lawsuits against several municipalities in California. In response to the Company’s efforts, tenant groups have filed lawsuits against the Company seeking not only to limit rent increases, but to be awarded large damage awards. If the Company is unsuccessful in its efforts to challenge rent control ordinances, it is likely that the Company will not be able to charge rents that reflect the intrinsic value of the affected Properties. Finally, tenant groups in non-rent controlled markets have also attempted to use litigation as a means of protecting themselves from rent increases reflecting the rental value of the affected Properties. An unfavorable outcome in the tenant group lawsuits could have an adverse impact on the Company’s financial condition.
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 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.
The Company has 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 Its Properties and the Its Cash Flow.
As of December 31, 2012, the Company owned or had an ownership interest in 383 Properties located in 32 states and British Columbia, including 119 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 the Company’s Properties. While the Company has obtained insurance policies providing certain coverage against damage from fire, flood, property damage, earthquake, wind storm and business interruption, these insurance policies contain coverage limits, limits on covered property and various deductible amounts that the Company must pay before insurance proceeds are available. Such insurance may therefore be

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insufficient to restore the Company’s economic position with respect to damage or destruction to its 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 incurred by the Company and reimbursements received from the insurance providers, could adversely affect the Company’s economic performance.
Market Interest Rates May Have an Effect on the Value of the Company’s Common Stock.
One of the factors that investors consider important in deciding whether to buy or sell shares of a REIT is the distribution rates with respect to such shares (as a percentage of the price of such shares) relative to market interest rates. If market interest rates go up, prospective purchasers of REIT shares may expect a higher distribution rate. Higher interest rates would not, however, result in more funds for the Company to distribute and, in fact, would likely increase its borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of the Company’s publicly traded securities to go down.
The Company Is Dependent on External Sources of Capital.
To qualify as a REIT, the Company must distribute to its stockholders each year at least 90% of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain). In addition, the Company intends to distribute all or substantially all of its net income so that it will generally not be subject to U.S. federal income tax on its earnings. Because of these distribution requirements, it is not likely that the Company will be able to fund all future capital needs, including for acquisitions, from income from operations. The Company 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. The Company’s 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 its growth potential and its current and potential future earnings. It may be difficult for the Company to meet one or more of the requirements for qualification as a REIT, including but not limited to its distribution requirement. Moreover, additional equity offerings may result in substantial dilution of stockholders’ interests, and additional debt financing may substantially increase the Company’s 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.
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

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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.
The Company’s Qualification as a REIT is Dependent on Compliance With U.S. Federal Income Tax Requirements.
The Company believes it has been organized and operated in a manner so as to qualify for taxation as a REIT, and it intends 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, the Company has received, and relied upon, advice of counsel as to the impact of such transactions on its qualification as a REIT. The Company’s qualification as a REIT requires analysis of various facts and circumstances that may not be entirely within its control, and it cannot provide any assurance that the Internal Revenue Service (the “IRS”) will agree with its analysis or the analysis of its 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 the Company’s treatment of such contracts. If the IRS were to disagree with the Company’s analysis or its tax counsel’s analysis of various facts and circumstances, the Company’s ability to qualify as a REIT could be adversely affected. Such matters could affect the Company’s qualification as a REIT. 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, the Company failed to maintain the Company’s qualification as a REIT (and if specified relief provisions under the Code were not applicable to such disqualification), it could not deduct distributions to stockholders in computing its net taxable income and it would be subject to U.S. federal income tax on its net taxable income at regular corporate rates. Any U.S. federal income tax payable could include applicable alternative minimum tax. If the Company 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 the Company would no longer be required to distribute money to stockholders. In addition, the Company would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless it was entitled to relief under the relevant statutory provisions. Although the Company currently intends to operate in a manner designed to allow the Company to qualify as a REIT, future economic, market, legal, tax or other considerations may cause it to revoke the REIT election.
Interpretation of and Changes to Accounting Policies and Standards Could Adversely Affect the Company’s Reported Financial Results.
The Company’s Accounting Policies and Methods Are the Basis on Which It Reports Its Financial Condition and Results of Operations, and They May Require Management to Make Estimates About Matters that Are Inherently Uncertain. The Company’s accounting policies and methods are fundamental to the manner in which it records and reports its 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 the Company’s 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 The Company’s 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 the Company reports its financial condition, results of operations, and cash flows. These changes can be difficult to predict and can materially impact the Company’s reported financial results. In some cases, the Company 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 the Company’s financial statements for prior periods.
The Company’s Accounting Policies for Entering Right-To-Use Contracts Will Result in a Substantial Deferral of Revenue in its Financial Results. Beginning August 14, 2008, the Company began entering right-to-use contracts. Customers who enter upgraded right-to-use contracts are generally required to make an upfront nonrefundable payment to the Company. The Company incurs significant selling and marketing expenses to originate the right-to-use contracts, 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, the Company may incur a loss from entering right-to-use contracts, build up a substantial deferred revenue liability balance, and recognize substantial non-cash revenue in the years subsequent to originally entering the contracts. This accounting may make it difficult for investors to interpret the financial results from the entry of right-

14




to-use contracts. In 2008, the Company submitted to the Office of the Chief Accountant at the SEC correspondence describing the right-to-use contracts, and subsequently discussed with the SEC the revenue recognition policy with respect to the contracts. The SEC does not object to the Company’s application of the Codification Topic “Revenue Recognition” (“FASB ASC 605”) with respect to the deferral of the upfront nonrefundable payments received from the entry of right-to-use contracts. (See Note 2(n) in the Notes to Consolidated Financial Statements contained in this Form 10-K for the Company’s revenue recognition policy.)
Item 1B. Unresolved Staff Comments
None.
 

15




Item 2. Properties
General
The Company’s Properties provide attractive amenities and common facilities that create a comfortable and attractive home for its 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 the Company’s customers generally rent its sites on a long-term basis, it is their responsibility to maintain their homes and the surrounding area. It is the Company’s role to ensure that customers comply with its Property policies and to provide maintenance of the common areas, facilities and amenities. The Company holds periodic meetings with its Property management personnel for training and implementation of its strategies. The Properties historically have had, and the Company believes they will continue to have, low turnover and high occupancy rates.
Property Portfolio
As of December 31, 2012, the Company owned or had an ownership interest in a portfolio of 383 Properties located throughout the United States and British Columbia containing 142,679 residential sites. A total of 171 of the properties are encumbered by debt as of December 31, 2012, 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 the Company’s Properties throughout the United States reflects its belief that geographic diversification helps to insulate the portfolio from regional economic influences. The Company intends to target new acquisitions in or near markets where its 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.)
The Company’s 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 the Company’s total property operating revenues, including deferrals, for the year ended December 31, 2012.
The following table sets forth certain information relating to the Properties the Company owned as of December 31, 2012, categorized according to major markets and excluding Properties owned through joint ventures. For the RV communities sites occupied by annual customers are presented as 100% occupied. Except as indicated in the footnotes below, 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
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
East Coast:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sunshine Key
 
38801 Overseas Hwy
 
Big Pine Key
 
FL
 
33043
 
RV
 
54
 

 

 
409
 
74
 
100.0
%
 
100.0
%
 
$
9,562

 
$
9,289

 
Cheron Village
 
13222 SW 9th Court
 
Davie
 
FL
 
33325
 
MH
 
30
 

 

 
202
 
202
 
93.6
%
 
93.6
%
 
$
8,156

 
$
7,828

 
Carriage Cove
 
Five Carriage Cove Way
 
Daytona Beach
 
FL
 
32119
 
MH
 
59
 

 

 
418
 
418
 
90.4
%
 
88.8
%
 
$
6,094

 
$
5,932

 
Coquina Crossing
 
4536 Coquina Crossing Dr
Elkton
 
FL
 
32033
 
MH
 
316
 
26
 
145
 
566
 
566
 
94.2
%
 
93.6
%
 
$
6,342

 
$
6,015

 
Bulow Plantation
 
3165 Old Kings Road South
 
Flagler Beach
 
FL
 
32136
 
MH
 
323
 
181
 
722
 
276
 
276
 
98.6
%
 
98.2
%
 
$
6,350

 
$
6,012

 
Bulow RV
 
3345 Old Kings Road South
 
Flagler Beach
 
FL
 
32136
 
RV
 
(f)
 

 

 
352
 
79
 
100.0
%
 
100.0
%
 
$
5,696

 
$
4,890

(i)
Carefree Cove
 
3273 N.W. 37th St
 
Ft. Lauderdale
 
FL
 
33309
 
MH
 
20
 

 

 
164
 
164
 
93.9
%
 
93.9
%
 
$
6,877

 
$
6,773

 
Park City West
 
10550 W. State Road 84
 
Ft. Lauderdale
 
FL
 
33324
 
MH
 
60
 

 

 
363
 
363
 
95.6
%
 
94.2
%
 
$
6,507

 
$
6,424

 
Sunshine Holiday MH
2802 W. Oakland Park Blvd.
 
Ft. Lauderdale
 
FL
 
33311
 
MH
 
32
 

 

 
270
 
270
 
88.9
%
 
86.3
%
 
$
7,041

 
$
6,316

 

16





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Sunshine Holiday RV
2802 W. Oakland Park Blvd.
 
Ft. Lauderdale
 
FL
 
33311
 
RV
 
(f)
 

 

 
130
 
38
 
100.0
%
 
100.0
%
 
$
6,007

 
$
5,814

 
Lake Worth Village
 
4041 Roberts Way
 
Lake Worth
 
FL
 
33463
 
MH
 
117
 

 

 
823
 
823
 
78.1
%
 
78.7
%
 
$
6,890

 
$
6,824

 
Maralago Cay
 
6280 S. Ash Lane
 
Lantana
 
FL
 
33462
 
MH
 
102
 
5
 

 
603
 
603
 
95.5
%
 
93.0
%
 
$
7,673

 
$
7,623

 
Coral Cay
 
2801 NW 62nd Avenue
 
Margate
 
FL
 
33063
 
MH
 
121
 

 

 
818
 
818
 
96.8
%
 
91.3
%
 
$
6,759

 
$
6,579

 
Lakewood Village
 
3171 Hanson Avenue
 
Melbourne
 
FL
 
32901
 
MH
 
68
 

 

 
349
 
349
 
86.5
%
 
86.2
%
 
$
5,049

 
$
5,100

(i)
Holiday Village
 
1335 Fleming Ave Box 228
Ormond Beach
 
FL
 
32174
 
MH
 
43
 

 

 
301
 
301
 
86.7
%
 
88.0
%
 
$
5,168

 
$
5,137

 
Sunshine Holiday
 
1701 North US Hwy 1
 
Ormond Beach
 
FL
 
32174
 
RV
 
69
 

 

 
349
 
128
 
100.0
%
 
100.0
%
 
$
5,260

 
$
4,752

 
The Meadows, FL
 
2555 PGA Boulevard
 
Palm Beach Gardens
 
FL
 
33410
 
MH
 
55
 

 

 
379
 
379
 
81.0
%
 
82.8
%
 
$
7,136

 
$
7,047

 
Breezy Hill RV
 
800 NE 48th Street
 
Pompano Beach
 
FL
 
33064
 
RV
 
52
 

 

 
762
 
365
 
100.0
%
 
100.0
%
 
$
6,437

 
$
6,216

 
Highland Wood RV
 
900 NE 48th Street
 
Pompano Beach
 
FL
 
33064
 
RV
 
15
 

 

 
148
 
20
 
100.0
%
 
100.0
%
 
$
5,511

 
$
5,432

(i)
Lighthouse Pointe
 
155 Spring Drive
 
Port Orange
 
FL
 
32129
 
MH
 
64
 

 

 
433
 
433
 
85.0
%
 
85.7
%
 
$
5,349

 
$
5,237

 
Pickwick
 
4500 S. Clyde Morris Blvd
Port Orange
 
FL
 
32119
 
MH
 
84
 
4
 

 
432
 
432
 
99.8
%
 
99.8
%
 
$
5,746

 
$
5,573

 
Indian Oaks
 
780 Barnes Boulevard
 
Rockledge
 
FL
 
32955
 
MH
 
38
 

 

 
208
 
208
 
100.0
%
 
100.0
%
 
$
4,777

 
$
4,535

 
Countryside at Vero Beach
 
8775 20th Street
 
Vero Beach
 
FL
 
32966
 
MH
 
125
 

 

 
644
 
644
 
88.2
%
 
88.7
%
 
$
5,915

 
$
5,695

 
Heritage Plantation
 
1101 Ranch Road
 
Vero Beach
 
FL
 
32966
 
MH
 
64
 

 

 
437
 
437
 
81.9
%
 
81.7
%
 
$
5,839

 
$
5,762

 
Holiday Village, FL
 
1000 S.W. 27th Avenue
 
Vero Beach
 
FL
 
32968
 
MH
 
20
 

 

 
128
 
128
 
%
 
5.5
%
 
$

 
$
3,737

 
Sunshine Travel
 
9455 108th Avenue
 
Vero Beach
 
FL
 
32967
 
RV
 
30
 
6
 
48
 
300
 
142
 
100.0
%
 
100.0
%
 
$
5,086

(i)
$
5,003

 
Heron Cay
 
1400 90th Avenue
 
Vero Beach
 
FL
 
32966
 
MH
 
130
 

 

 
589
 
589
 
85.9
%
 
84.9
%
 
$
5,925

 
$
5,717

 
Vero Palm
 
1408 82nd Avenue
 
Vero Beach
 
FL
 
32966
 
MH
 
64
 

 

 
285
 
285
 
79.3
%
 
83.2
%
 
$
5,374

 
$
5,259

 
Village Green
 
7300 20th Street
 
Vero Beach
 
FL
 
32966
 
MH
 
174
 

 

 
781
 
781
 
85.0
%
 
83.0
%
 
$
6,436

 
$
6,285

 
Palm Beach Colony
 
2000 N. Congress Avenue
 
West Palm Beach
 
FL
 
33409
 
MH
 
48
 

 

 
284
 
284
 
90.1
%
 
88.7
%
 
$
5,378

 
$
5,280

 
Central:
 

 

 

 

 

 

 

 

 

 

 


 

 

 

 
Clover Leaf Farms
 
900 N. Broad Street
 
Brooksville
 
FL
 
34601
 
MH
 
227
 

 
100
 
779
 
779
 
96.0
%
 
96.7
%
 
$
5,276

 
$
4,200

 
Clover Leaf Forest
 
910 N. Broad Street
 
Brooksville
 
FL
 
34601
 
RV
 
30
 

 

 
277
 
144
 
100.0
%
 
100.0
%
 
$
3,224

 
$

 
Clerbrook
 
20005 U.S. Highway 27
 
Clermont
 
FL
 
34711
 
RV
 
288
 

 

 
1,255
 
429
 
100.0
%
 
100.0
%
 
$
4,693

(i)
$
4,392

(i)
Lake Magic
 
9600 Hwy 192 West
 
Clermont
 
FL
 
34714
 
RV
 
69
 

 

 
471
 
108
 
100.0
%
 
100.0
%
 
$
4,920

(i)
$
4,235

 
Orange Lake
 
15840 SR 50 Lot 32
 
Clermont
 
FL
 
34711
 
MH
 
38
 

 

 
242
 
242
 
95.0
%
 
95.5
%
 
$
4,732

 
$
4,554

 
Orlando
 
2110 US Highway 27 S
 
Clermont
 
FL
 
34714
 
RV
 
270
 
30
 
136
 
850
 
119
 
100.0
%
 
100.0
%
 
$
3,388

(i)
$
3,358

(i)
Haselton Village
 
14 Coral Street
 
Eustis
 
FL
 
32726
 
MH
 
52
 

 

 
291
 
291
 
97.3
%
 
98.6
%
 
$
3,728

 
$
3,505

 
Southern Palms
 
One Avocado Lane
 
Eustis
 
FL
 
32726
 
RV
 
120
 

 

 
950
 
358
 
100.0
%
 
100.0
%
 
$
4,332

 
$
4,363

 
Lakeside Terrace
 
24 Sunrise Lane
 
Fruitland Park
 
FL
 
34731
 
MH
 
39
 

 

 
241
 
241
 
97.9
%
 
98.8
%
 
$
3,843

 
$
3,666

 
Grand Island
 
13310 Sea Breeze Lane
 
Grand Island
 
FL
 
32735
 
MH
 
35
 

 

 
362
 
362
 
63.5
%
 
63.3
%
 
$
5,145

 
$
5,226

 
Sherwood Forest
 
5302 W. Irlo Bronson Hwy
Kissimmee
 
FL
 
34746
 
MH
 
124
 

 

 
769
 
769
 
93.6
%
 
94.3
%
 
$
5,586

 
$
5,401

 

17





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Sherwood Forest RV
 
5300 W. Irlo Bronson Hwy
 
Kissimmee
 
FL
 
34746
 
RV
 
107
 
43
 
149
 
513
 
116
 
100.0
%
 
100.0
%
 
$
5,604

 
$
4,476

 
Tropical Palms(g)(h)
 
2650 Holiday Trail
 
Kissimmee
 
FL
 
34746
 
RV
 
59
 

 

 
541
 
 
%
 
%
 
$

 
$

 
Beacon Hill Colony
 
1112 West Beacon Road
 
Lakeland
 
FL
 
33803
 
MH
 
31
 

 

 
201
 
201
 
99.0
%
 
98.5
%
 
$
4,557

 
$
4,426

 
Beacon Terrace
 
2425 Harden Boulevard
 
Lakeland
 
FL
 
33803
 
MH
 
55
 

 

 
297
 
297
 
99.7
%
 
99.3
%
 
$
4,714

 
$
4,510

 
Kings & Queens
 
2808 N. Florida Avenue
 
Lakeland
 
FL
 
33805
 
MH
 
18
 

 

 
107
 
107
 
95.3
%
 
96.3
%
 
$
4,621

 
$
4,578

 
Lakeland Harbor
 
4747 N. State Road
 
Lakeland
 
FL
 
33805
 
MH
 
65
 

 

 
504
 
504
 
99.6
%
 
99.6
%
 
$
4,432

 
$
4,245

 
Lakeland Junction
 
202 East Griffin Road
 
Lakeland
 
FL
 
33805
 
MH
 
23
 

 

 
193
 
193
 
99.0
%
 
98.4
%
 
$
3,754

 
$
3,579

 
Coachwood Colony
 
2610 Dogwood Place
 
Leesburg
 
FL
 
34748
 
MH
 
29
 

 

 
202
 
202
 
89.1
%
 
91.1
%
 
$
4,030

 
$
3,810

 
Mid-Florida Lakes
 
199 Forest Dr.
 
Leesburg
 
FL
 
34788
 
MH
 
290
 

 

 
1,225
 
1,225
 
82.8
%
 
83.0
%
 
$
5,700

 
$
5,733

 
Southernaire
 
1700 Sanford Road
 
Mt. Dora
 
FL
 
32757
 
MH
 
14
 

 

 
114
 
114
 
82.5
%
 
79.8
%
 
$
4,011

 
$
3,958

 
Foxwood
 
4705 NW 20th Street
 
Ocala
 
FL
 
34482
 
MH
 
56
 

 

 
375
 
375
 
80.8
%
 
84.3
%
 
$
4,629

 
$
4,470

 
Oak Bend
 
10620 S.W. 27th Ave.
 
Ocala
 
FL
 
34476
 
MH
 
62
 
3
 

 
262
 
262
 
88.5
%
 
88.5
%
 
$
5,114

 
$
5,009

 
Villas at Spanish Oaks
3150 N.E. 36th Avenue
 
Ocala
 
FL
 
34479
 
MH
 
69
 

 

 
459
 
459
 
86.7
%
 
88.2
%
 
$
4,955

 
$
4,866

 
Audubon
 
6565 Beggs Road
 
Orlando
 
FL
 
32810
 
MH
 
40
 

 

 
280
 
280
 
93.2
%
 
93.2
%
 
$
4,730

 
$
4,611

 
Hidden Valley
 
8950 Polynesian Lane
 
Orlando
 
FL
 
32836
 
MH
 
50
 

 

 
303
 
303
 
98.0
%
 
98.7
%
 
$
6,162

 
$
6,076

 
Starlight Ranch
 
6000 East Pershing Ave.
 
Orlando
 
FL
 
32822
 
MH
 
130
 

 

 
783
 
783
 
83.1
%
 
80.8
%
 
$
5,665

 
$
5,623

 
Covington Estates
 
3400 Glenwick Drive
 
Saint Cloud
 
FL
 
34772
 
MH
 
59
 

 

 
241
 
241
 
94.2
%
 
92.9
%
 
$
4,473

 
$
4,229

 
Parkwood Communities
 
414 Springlake Road
 
Wildwood
 
FL
 
34785
 
MH
 
121
 

 

 
694
 
694
 
97.3
%
 
95.5
%
 
$
3,192

 
$
3,073

 
Three Flags RV Resort
1755 E State Rd 44
 
Wildwood
 
FL
 
34785
 
RV
 
23
 

 

 
221
 
12
 
100.0
%
 
100.0
%
 
$
2,577

(i)
$
2,456

(i)
Winter Garden
 
13905 W. Colonial Dr.
 
Winter Garden
 
FL
 
34787
 
RV
 
27
 

 

 
350
 
122
 
100.0
%
 
100.0
%
 
$
4,668

(i)
$
4,467

 
Gulf Coast (Tampa/Naples):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Toby’s RV
 
3550 N.E. Hwy 70
 
Arcadia
 
FL
 
34266
 
RV
 
44
 

 

 
379
 
253
 
100.0
%
 
100.0
%
 
$
2,825

 
$
2,679

 
Winter Quarters Manatee
 
800 Kay Road NE
 
Bradenton
 
FL
 
34212
 
RV
 
42
 

 

 
415
 
215
 
100.0
%
 
100.0
%
 
$
5,036

 
$
5,004

 
Windmill Manor
 
5320 53rd Ave. East
 
Bradenton
 
FL
 
34203
 
MH
 
49
 

 

 
292
 
292
 
94.2
%
 
95.2
%
 
$
6,143

 
$
6,081

 
Glen Ellen
 
2882 Gulf to Bay Blvd
 
Clearwater
 
FL
 
33759
 
MH
 
12
 

 

 
106
 
106
 
90.6
%
 
88.7
%
 
$
3,719

 
$
3,592

(i)
Hillcrest
 
2346 Druid Road East
 
Clearwater
 
FL
 
33764
 
MH
 
25
 

 

 
278
 
278
 
94.6
%
 
93.2
%
 
$
5,194

 
$
5,065

 
Holiday Ranch
 
4300 East Bay Drive
 
Clearwater
 
FL
 
33764
 
MH
 
12
 

 

 
150
 
150
 
88.0
%
 
87.3
%
 
$
4,847

 
$
4,791

 
Silk Oak
 
28488 US Highway 19 N
 
Clearwater
 
FL
 
33761
 
MH
 
19
 

 

 
181
 
181
 
91.7
%
 
87.8
%
 
$
5,174

 
$
5,082

 
Shady Oaks
 
15777 Bolesta Road
 
Clearwater
 
FL
 
33760
 
MH
 
31
 

 

 
250
 
250
 
94.4
%
 
94.8
%
 
$
5,807

 
$
5,597

 
Shady Village
 
15666 49th St. North
 
Clearwater
 
FL
 
33760
 
MH
 
19
 

 

 
156
 
156
 
94.9
%
 
94.9
%
 
$
5,761

 
$
5,677

 
Crystal Isles
 
11419 W. Ft. Island Drive
Crystal River
 
FL
 
34429
 
RV
 
38
 

 

 
260
 
53
 
100.0
%
 
100.0
%
 
$
5,106

 
$
5,258

(i)
Lake Haven
 
1415 Main Street
 
Dunedin
 
FL
 
34698
 
MH
 
48
 

 

 
379
 
379
 
91.0
%
 
88.4
%
 
$
5,863

 
$
5,738

 
Colony Cove
 
4313 Kings Drive
 
Ellenton
 
FL
 
34222
 
MH
 
538
 

 

 
2,207
 
2,207
 
88.9
%
 
87.1
%
 
$
6,209

 
$
6,069

 
Ridgewood Estates
 
3461 Stephanie Lane
 
Ellenton
 
FL
 
34222
 
MH
 
77
 

 

 
380
 
380
 
98.7
%
 
98.7
%
 
$
4,376

 
$
4,187

 

18





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Fort Myers Beach Resort
 
16299 San Carlos Blvd.
 
Fort Myers
 
FL
 
33908
 
RV
 
31
 

 

 
306
 
92
 
100.0
%
 
100.0
%
 
$
6,177

 
$
6,106

 
Gulf Air Resort
 
17279 San Carlos Blvd. SW
Fort Myers
 
FL
 
33931
 
RV
 
25
 

 

 
246
 
151
 
100.0
%
 
100.0
%
 
$
5,446

 
$
5,290

 
Barrington Hills
 
9412 New York Avenue
 
Hudson
 
FL
 
34667
 
RV
 
28
 

 

 
392
 
253
 
100.0
%
 
100.0
%
 
$
3,334

 
$
3,260

 
Down Yonder
 
7001 N. 142nd Avenue
 
Largo
 
FL
 
33771
 
MH
 
50
 

 

 
361
 
361
 
98.9
%
 
97.8
%
 
$
6,250

 
$
6,095

 
East Bay Oaks
 
601 Starkey Road
 
Largo
 
FL
 
33771
 
MH
 
40
 

 

 
328
 
328
 
99.7
%
 
97.9
%
 
$
5,216

 
$
5,034

 
Eldorado Village
 
2505 East Bay Drive
 
Largo
 
FL
 
33771
 
MH
 
25
 

 

 
227
 
227
 
99.6
%
 
99.1
%
 
$
5,240

 
$
5,034

(i)
Shangri La
 
249 Jasper Street N.W.
 
Largo
 
FL
 
33770
 
MH
 
14
 

 

 
160
 
160
 
83.8
%
 
75.6
%
 
$
5,037

 
$
5,024

 
Vacation Village
 
6900 Ulmerton Road
 
Largo
 
FL
 
33771
 
RV
 
29
 

 

 
293
 
147
 
100.0
%
 
100.0
%
 
$
4,446

 
$
4,289

 
Whispering Pines - Largo
 
7501 142nd Ave North
 
Largo
 
FL
 
33771
 
MH
 
55
 

 

 
392
 
392
 
82.7
%
 
85.5
%
 
$
6,227

 
$
6,016

 
Winter Quarters Pasco
21632 State Road 54
 
Lutz
 
FL
 
33549
 
RV
 
27
 

 

 
255
 
187
 
100.0
%
 
100.0
%
 
$
3,735

 
$
3,761

 
Buccaneer
 
2210 N. Tamiami Trail N.E.
N. Ft. Myers
 
FL
 
33903
 
MH
 
223
 
39
 
162
 
971
 
971
 
98.2
%
 
98.2
%
 
$
6,556

 
$
6,435

 
Island Vista MHC
 
3000 N. Tamiami Trail
 
N. Ft. Myers
 
FL
 
33903
 
MH
 
121
 

 

 
616
 
616
 
74.0
%
 
78.1
%
 
$
4,407

 
$
4,157

 
Lake Fairways
 
19371 Tamiami Trail
 
N. Ft. Myers
 
FL
 
33903
 
MH
 
259
 

 

 
896
 
896
 
99.3
%
 
99.4
%
 
$
6,633

 
$
6,359

 
Pine Lakes
 
10200 Pine Lakes Blvd.
 
N. Ft. Myers
 
FL
 
33903
 
MH
 
314
 

 

 
584
 
584
 
99.8
%
 
100.0
%
 
$
7,761

 
$
7,483

 
Pioneer Village
 
7974 Samville Rd.
 
N. Ft. Myers
 
FL
 
33917
 
RV
 
90
 

 

 
733
 
368
 
100.0
%
 
100.0
%
 
$
4,458

 
$
4,370

 
The Heritage
 
3000 Heritage Lakes Blvd.
 
N. Ft. Myers
 
FL
 
33917
 
MH
 
214
 
22
 
132
 
453
 
453
 
98.7
%
 
98.7
%
 
$
5,816

 
$
5,602

 
Windmill Village
 
16131 N. Cleveland Ave.
 
N. Ft. Myers
 
FL
 
33903
 
MH
 
69
 

 

 
491
 
491
 
90.0
%
 
89.6
%
 
$
5,140

 
$
5,025

 
Country Place
 
2601 Country Place Blvd.
 
New Port Richey
 
FL
 
34655
 
MH
 
82
 

 

 
515
 
515
 
99.0
%
 
99.6
%
 
$
5,620

 
$
5,353

 
Hacienda Village
 
7107 Gibraltar Ave
 
New Port Richey
FL
 
34653
 
MH
 
66
 

 

 
505
 
505
 
97.0
%
 
95.4
%
 
$
5,393

 
$
5,238

 
Harbor View
 
6617 Louisna Ave
 
New Port Richey
FL
 
34653
 
MH
 
69
 

 

 
471
 
471
 
96.0
%
 
98.3
%
 
$
4,592

 
$
4,444

 
Bay Lake Estates
 
1200 East Colonia Lane
 
Nokomis
 
FL
 
34275
 
MH
 
34
 

 

 
228
 
228
 
95.2
%
 
94.7
%
 
$
6,672

 
$
6,494

 
Lake Village
 
400 Lake Drive
 
Nokomis
 
FL
 
34275
 
MH
 
65
 

 

 
391
 
391
 
99.0
%
 
95.4
%
 
$
6,488

 
$
6,495

 
Royal Coachman
 
1070 Laurel Road East
 
Nokomis
 
FL
 
34275
 
RV
 
111
 

 

 
546
 
433
 
100.0
%
 
100.0
%
 
$
6,600

 
$
6,473

 
Silver Dollar
 
12515 Silver Dollar Drive
Odessa
 
FL
 
33556
 
RV
 
412
 

 

 
459
 
393
 
100.0
%
 
100.0
%
 
$
6,139

 
$
5,968

 
Terra Ceia
 
9303 Bayshore Road
 
Palmetto
 
FL
 
34221
 
RV
 
18
 

 

 
203
 
139
 
100.0
%
 
100.0
%
 
$
3,899

 
$
3,893

 
Lakes at Countrywood
 
745 Arbor Estates Way
 
Plant City
 
FL
 
33565
 
MH
 
122
 

 

 
424
 
424
 
93.2
%
 
92.7
%
 
$
4,705

 
$
4,496

 
Meadows at Countrywood
 
745 Arbor Estates Way
 
Plant City
 
FL
 
33565
 
MH
 
140
 
13
 
110
 
799
 
799
 
95.9
%
 
96.1
%
 
$
5,217

 
$
5,217

(i)
Oaks at Countrywood
 
745 Arbor Estates Way
 
Plant City
 
FL
 
33565
 
MH
 
44
 

 

 
168
 
168
 
76.8
%
 
76.2
%
 
$
5,060

 
$
4,529

 
Harbor Lakes
 
3737 El Jobean Road #294
Port Charlotte
 
FL
 
33953
 
RV
 
80
 

 

 
528
 
298
 
100.0
%
 
100.0
%
 
$
4,897

 
$
4,783

 
Emerald Lake
 
24300 Airport Road
 
Punta Gorda
 
FL
 
33950
 
MH
 
28
 

 

 
200
 
200
 
90.5
%
 
90.0
%
 
$
4,555

 
$
4,332

 
Gulf View
 
10205 Burnt Store Road
 
Punta Gorda
 
FL
 
33950
 
RV
 
78
 

 

 
206
 
48
 
100.0
%
 
100.0
%
 
$
4,749

 
$
4,575

 
Tropical Palms
 
17100 Tamiami Trail
 
Punta Gorda
 
FL
 
33955
 
MH
 
50
 

 

 
294
 
294
 
88.4
%
 
87.8
%
 
$
3,906

 
$
3,684

 

19





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Winds of St. Armands No.
 
4000 N. Tuttle Ave.
 
Sarasota
 
FL
 
34234
 
MH
 
74
 

 

 
471
 
471
 
96.8
%
 
96.0
%
 
$
6,802

 
$
6,585

 
Winds of St. Armands So.
 
3000 N. Tuttle Ave.
 
Sarasota
 
FL
 
34234
 
MH
 
61
 

 

 
306
 
306
 
99.0
%
 
98.4
%
 
$
6,912

 
$
6,723

 
Peace River
 
2555 US Highway 17
 
South Wauchula
 
FL
 
33873
 
RV
 
72
 
38
 

 
454
 
43
 
100.0
%
 
100.0
%
 
$
2,342

 
$
2,281

(i)
Topics
 
13063 County Line Road
 
Spring Hill
 
FL
 
34609
 
RV
 
35
 

 

 
230
 
187
 
100.0
%
 
100.0
%
 
$
3,276

 
$
3,145

 
Pine Island
 
5120 Stringfellow Road
 
St. James City
 
FL
 
33956
 
RV
 
31
 

 

 
363
 
92
 
100.0
%
 
100.0
%
 
$
5,471

 
$
5,249

 
Carefree Village
 
8000 Sheldon Road
 
Tampa
 
FL
 
33615
 
MH
 
58
 

 

 
401
 
401
 
96.3
%
 
94.8
%
 
$
4,696

 
$
4,717

 
Tarpon Glen
 
1038 Sparrow Lane
 
Tarpon Springs
 
FL
 
34689
 
MH
 
24
 

 

 
169
 
169
 
89.3
%
 
87.6
%
 
$
5,354

 
$
5,270

 
Featherock
 
2200 Highway 60 East
 
Valrico
 
FL
 
33594
 
MH
 
84
 

 

 
521
 
521
 
97.9
%
 
97.7
%
 
$
4,789

 
$
4,608

 
Bay Indies
 
950 Ridgewood Ave
 
Venice
 
FL
 
34285
 
MH
 
210
 

 

 
1,309
 
1,309
 
96.3
%
 
94.2
%
 
$
7,888

 
$
7,712

 
Ramblers Rest
 
1300 North River Rd.
 
Venice
 
FL
 
34293
 
RV
 
117
 

 

 
647
 
406
 
100.0
%
 
100.0
%
 
$
5,253

 
$
5,109

 
Crystal Lakes-Zephyrhills
 
4604 Lake Crystal Blvd.
 
Zephyrhills
 
FL
 
33541
 
MH
 
146
 

 
140
 
318
 
318
 
95.3
%
 
95.6
%
 
$
3,529

 
$
3,387

 
Sixth Avenue
 
39345 6th Avenue
 
Zephyrhills
 
FL
 
33542
 
MH
 
14
 

 

 
140
 
140
 
83.6
%
 
86.4
%
 
$
2,648

 
$
2,600

 
Total Florida Market
 

 

 

 

 
9,890
 
410
 
1,844
 
50,958
 
42,177
 
92.6
%
 
92.2
%
 
$
5,597

 
$
5,423

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
California
 

 

 

 

 

 

 

 

 

 

 


 


 


 


 
Northern California:
 

 

 

 

 

 

 

 

 

 


 


 


 


 
Monte del Lago
 
13100 Monte del Lago
 
Castroville
 
CA
 
95012
 
MH
 
54
 

 

 
310
 
310
 
96.5
%
 
93.9
%
 
$
13,059

 
$
12,900

 
Colony Park
 
3939 Central Avenue
 
Ceres
 
CA
 
95307
 
MH
 
20
 

 

 
186
 
186
 
89.8
%
 
88.2
%
 
$
6,876

(i)
$
6,870

 
Russian River
 
33655 Geysers Rd
 
Cloverdale
 
CA
 
95425
 
RV
 
41
 

 

 
135
 
1
 
100.0
%
 
100.0
%
 
$
2,748

 
$
2,791

(i)
Snowflower (h)
 
41776 Yuba Gap Dr
 
Emigrant Gap
 
CA
 
95715
 
RV
 
612
 
200
 

 
268
 
 
%
 
%
 
$

 
$

 
Four Seasons
 
3138 West Dakota
 
Fresno
 
CA
 
93722
 
MH
 
40
 

 

 
242
 
242
 
90.9
%
 
88.8
%
 
$
4,450

 
$
4,350

 
Yosemite Lakes
 
31191 Harden Flat Rd
 
Groveland
 
CA
 
95321
 
RV
 
403
 
30
 
111
 
299
 
1
 
100.0
%
 
100.0
%
 
$
2,028

 
$
2,022

 
Tahoe Valley (b) (h)
 
1175 Melba Drive
 
Lake Tahoe
 
CA
 
96150
 
RV
 
86
 
20
 
200
 
413
 
 
%
 
%
 
$

 
$

 
Sea Oaks
 
1675 Los Osos Valley Rd., #221
 
Los Osos
 
CA
 
93402
 
MH
 
18
 

 

 
125
 
125
 
99.2
%
 
98.4
%
 
$
6,418

 
$
6,238

 
Ponderosa
 
7291 Highway 49
 
Lotus
 
CA
 
95651
 
RV
 
22
 

 

 
170
 
20
 
100.0
%
 
100.0
%
 
$
3,060

 
$
2,895

(i)
Turtle Beach
 
703 E Williamson Rd
 
Manteca
 
CA
 
95337
 
RV
 
39
 

 

 
79
 
24
 
100.0
%
 
100.0
%
 
$
3,407

 
$
3,070

(i)
Coralwood (b)
 
331 Coralwood
 
Modesto
 
CA
 
95356
 
MH
 
22
 

 

 
194
 
194
 
67.5
%
 
67.0
%
 
$
8,616

 
$
8,603

(i)
Lake Minden
 
1256 Marcum Rd
 
Nicolaus
 
CA
 
95659
 
RV
 
165
 
82
 
540
 
323
 
13
 
100.0
%
 
100.0
%
 
$
2,730

 
$
2,647

 
Lake of the Springs
 
14152 French Town Rd
 
Oregon House
 
CA
 
95962
 
RV
 
954
 
507
 
1,014
 
541
 
57
 
100.0
%
 
100.0
%
 
$
3,096

 
$
2,629

 
Concord Cascade
 
245 Aria Drive
 
Pacheco
 
CA
 
94553
 
MH
 
31
 

 

 
283
 
283
 
99.6
%
 
99.6
%
 
$
8,392

 
$
8,249

 
San Francisco RV (h)
700 Palmetto Ave
 
Pacifica
 
CA
 
94044
 
RV
 
12
 

 

 
182
 
 
%
 
%
 
$

 
$

 
Quail Meadows
 
5901 Newbrook Drive
 
Riverbank
 
CA
 
95367
 
MH
 
20
 

 

 
146
 
146
 
89.0
%
 
93.2
%
 
$
8,349

 
$
8,349

 
California Hawaiian
 
3637 Snell Avenue
 
San Jose
 
CA
 
95136
 
MH
 
50
 

 

 
418
 
418
 
100.0
%
 
99.5
%
 
$
11,386

 
$
11,109

 
Sunshadow
 
1350 Panoche Avenue
 
San Jose
 
CA
 
95122
 
MH
 
30
 

 

 
121
 
121
 
98.3
%
 
99.2
%
 
$
11,197

 
$
10,718

 

20





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Village of the Four Seasons
 
200 Ford Road
 
San Jose
 
CA
 
95138
 
MH
 
30
 

 

 
271
 
271
 
99.6
%
 
97.0
%
 
$
10,569

 
$
10,257

 
Westwinds (4 Properties)
 
500 Nicholson Lane
 
San Jose
 
CA
 
95134
 
MH
 
88
 

 

 
723
 
723
 
99.9
%
 
100.0
%
 
$
12,293

 
$
11,907

 
Laguna Lake
 
1801 Perfumo Canyon Road
San Luis Obispo
 
CA
 
93405
 
MH
 
100
 

 

 
300
 
300
 
100.0
%
 
100.0
%
 
$
6,190

 
$
6,008

 
Contempo Marin
 
400 Yosemite Road
 
San Rafael
 
CA
 
94903
 
MH
 
63
 

 

 
396
 
396
 
99.0
%
 
98.2
%
 
$
10,892

 
$
10,094

 
DeAnza Santa Cruz
 
2395 Delaware Avenue
 
Santa Cruz
 
CA
 
95060
 
MH
 
30
 

 

 
198
 
198
 
94.9
%
 
93.9
%
 
$
13,984

 
$
12,598

 
Santa Cruz Ranch RV Resort (h)
 
917 Disc Drive
 
Scotts Valley
 
CA
 
95066
 
RV
 
7
 

 

 
106
 
 
%
 
%
 
$

 
$

 
Royal Oaks
 
415 Akers Drive N.
 
Visalia
 
CA
 
93291
 
MH
 
20
 

 

 
149
 
149
 
82.6
%
 
96.0
%
 
$
6,554

 
$
6,023

 
Southern California:
 

 

 

 

 

 

 

 

 

 


 


 


 


 
Soledad Canyon
 
4700 Crown Valley Rd
 
Acton
 
CA
 
93510
 
RV
 
273
 

 

 
1,251
 
160
 
100.0
%
 
100.0
%
 
$
2,689

 
$
2,581

 
Los Ranchos
 
20843 Waalew Road
 
Apple Valley
 
CA
 
92307
 
MH
 
30
 

 

 
389
 
389
 
96.4
%
 
96.4
%
 
$
6,240

 
$
6,047

 
Date Palm Country Club (b)
 
36-200 Date Palm Drive
 
Cathedral City
 
CA
 
92234
 
MH
 
232
 
3
 
24
 
538
 
538
 
94.4
%
 
95.5
%
 
$
11,692

 
$
11,790

 
Date Palm RV
 
36-100 Date Palm Drive
 
Cathedral City
 
CA
 
92234
 
RV
 
(f)
 

 

 
140
 
20
 
100.0
%
 
100.0
%
 
$
4,399

 
$
4,183

 
Oakzanita
 
11053 Highway 79
 
Descanso
 
CA
 
91916
 
RV
 
145
 
5
 

 
146
 
22
 
100.0
%
 
100.0
%
 
$
3,008

 
$
2,999

(i)
Rancho Mesa
 
450 East Bradley Ave.
 
El Cajon
 
CA
 
92021
 
MH
 
20
 

 

 
158
 
158
 
98.1
%
 
78.5
%
 
$
11,302

 
$
11,215

 
Rancho Valley
 
12970 Hwy 8 Business
 
El Cajon
 
CA
 
92021
 
MH
 
19
 

 

 
140
 
140
 
100.0
%
 
97.1
%
 
$
12,105

 
$
12,060

 
Royal Holiday
 
4400 W Florida Ave
 
Hemet
 
CA
 
92545
 
MH
 
22
 

 

 
196
 
196
 
64.8
%
 
67.9
%
 
$
5,535

 
$
5,386

 
Idyllwild
 
24400 Canyon Trail Drive
 
Idyllwild
 
CA
 
92549
 
RV
 
191
 

 

 
287
 
32
 
100.0
%
 
100.0
%
 
$
2,398

 
$
2,408

 
Pio Pico
 
14615 Otay Lakes Rd
 
Jamul
 
CA
 
91935
 
RV
 
176
 
10
 

 
512
 
87
 
100.0
%
 
100.0
%
 
$
3,469

 
$
3,479

(i)
Wilderness Lakes
 
30605 Briggs Rd
 
Menifee
 
CA
 
92584
 
RV
 
73
 

 

 
529
 
37
 
100.0
%
 
100.0
%
 
$
3,570

 
$
3,745

(i)
Morgan Hill
 
12895 Uvas Rd
 
Morgan Hill
 
CA
 
95037
 
RV
 
62
 

 

 
339
 
17
 
100.0
%
 
100.0
%
 
$
3,270

 
$
3,296

 
Pacific Dunes Ranch(h)
1205 Silver Spur Place
 
Oceana
 
CA
 
93445
 
RV
 
48
 

 

 
215
 
 
%
 
%
 
$

 
$

 
San Benito
 
16225 Cienega Rd
 
Paicines
 
CA
 
95043
 
RV
 
199
 
23
 

 
523
 
22
 
100.0
%
 
100.0
%
 
$
3,028

 
$
2,887

 
Palm Springs
 
77500 Varner Rd
 
Palm Desert
 
CA
 
92211
 
RV
 
35
 

 

 
401
 
47
 
100.0
%
 
100.0
%
 
$
3,681

(i)
$
3,549

 
Las Palmas
 
1025 S. Riverside Ave.
 
Rialto
 
CA
 
92376
 
MH
 
18
 

 

 
136
 
136
 
100.0
%
 
99.3
%
 
$
6,349

 
$
6,276

 
Parque La Quinta
 
350 S. Willow Ave. #120
 
Rialto
 
CA
 
92376
 
MH
 
19
 

 

 
166
 
166
 
98.8
%
 
98.8
%
 
$
6,253

 
$
6,100

 
Rancho Oso
 
3750 Paradise Rd
 
Santa Barbara
 
CA
 
93105
 
RV
 
310
 
40
 

 
187
 
19
 
100.0
%
 
100.0
%
 
$
3,587

(i)
$
3,530

(i)
Meadowbrook
 
8301 Mission Gorge Rd.
 
Santee
 
CA
 
92071
 
MH
 
43
 

 

 
338
 
338
 
100.0
%
 
100.0
%
 
$
9,000

 
$
8,791

 
Lamplighter
 
10767 Jamacha Blvd.
 
Spring Valley
 
CA
 
91978
 
MH
 
32
 

 

 
270
 
270
 
99.6
%
 
97.4
%
 
$
12,415

 
$
12,324

 
Santiago Estates
 
13691 Gavina Ave. #632
 
Sylmar
 
CA
 
91342
 
MH
 
113
 
9
 

 
300
 
300
 
100.0
%
 
99.7
%
 
$
12,236

 
$
11,697

 
Total California Market
 

 

 

 

 
5,017
 
929
 
1,889
 
13,739
 
7,272
 
95.9
%
 
95.4
%
 
$
9,315

 
$
9,113

 
Arizona
 

 

 

 

 

 

 

 

 

 

 


 


 


 


 
Countryside RV
 
2701 S. Idaho Rd
 
Apache Junction
AZ
 
85219
 
RV
 
53
 

 

 
560
 
269
 
100.0
%
 
100.0
%
 
$
3,228

(i)
$
2,762

(i)
Golden Sun RV
 
999 W Broadway Ave
 
Apache Junction
AZ
 
85220
 
RV
 
33
 

 

 
329
 
202
 
100.0
%
 
100.0
%
 
$
3,250

 
$
3,228

 

21





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Apache East
 
3500 S. Tomahawk
 
Apache Junction
AZ
 
85119
 
MH
 
17
 

 

 
123
 
123
 
97.6
%
 
97.6
%
 
$
4,919

 
$
4,821

 
Denali Park
 
3405 S. Tomahawk
 
Apache Junction
AZ
 
85119
 
MH
 
33
 

 

 
163
 
163
 
94.5
%
 
91.4
%
 
$
4,260

(i)
$
4,463

 
Valley Vista (h)
 
1060 S. Highway 80
 
Benson
 
AZ
 
85602
 
RV
 
6
 

 

 
145
 
 
%
 
%
 
$

 
$

 
Casita Verde RV
 
2200 N. Trekell Rd.
 
Casa Grande
 
AZ
 
85222
 
RV
 
14
 

 

 
192
 
98
 
100.0
%
 
100.0
%
 
$
2,430

 
$
2,370

 
Fiesta Grande RV
 
1511 East Florence Blvd.
 
Casa Grande
 
AZ
 
85222
 
RV
 
77
 

 

 
767
 
522
 
100.0
%
 
100.0
%
 
$
2,962

 
$
2,885

 
Foothills West RV
 
10167 N. Encore Dr.
 
Casa Grande
 
AZ
 
85222
 
RV
 
16
 

 

 
188
 
118
 
100.0
%
 
100.0
%
 
$
2,388

(i)
$
2,302

 
Sunshine Valley
 
1650 S. Arizona Avenue
 
Chandler
 
AZ
 
85286
 
MH
 
55
 

 

 
381
 
381
 
90.0
%
 
88.7
%
 
$
5,403

 
$
5,277

 
Verde Valley
 
6400 Thousand Trails Rd, SP # 16
 
Cottonwood
 
AZ
 
86326
 
RV
 
273
 
129
 
515
 
352
 
47
 
100.0
%
 
100.0
%
 
$
3,194

 
$
3,182

 
Casa del Sol East II
 
10960 N. 67th Avenue
 
Glendale
 
AZ
 
85304
 
MH
 
29
 

 

 
239
 
239
 
91.2
%
 
86.2
%
 
$
6,660

 
$
6,640

 
Casa del Sol East III
 
10960 N. 67th Avenue
 
Glendale
 
AZ
 
85304
 
MH
 
28
 

 

 
236
 
236
 
85.6
%
 
78.4
%
 
$
6,789

 
$
6,937

 
Palm Shadows
 
7300 N. 51st. Avenue
 
Glendale
 
AZ
 
85301
 
MH
 
33
 

 

 
294
 
294
 
95.2
%
 
92.5
%
 
$
4,938

 
$
5,409

 
Monte Vista
 
8865 E. Baseline Road
 
Mesa
 
AZ
 
85209
 
RV
 
142
 
56
 
515
 
832
 
742
 
100.0
%
 
100.0
%
 
$
5,826

(i)
$
5,706

 
Viewpoint
 
8700 E. University
 
Mesa
 
AZ
 
85207
 
RV
 
332
 
55
 
467
 
1,954
 
1,564
 
100.0
%
 
100.0
%
 
$
5,668

(i)
$
5,271

(i)
Hacienda de Valencia
 
201 S. Greenfield Rd.
 
Mesa
 
AZ
 
85206
 
MH
 
51
 

 

 
364
 
364
 
98.6
%
 
98.6
%
 
$
6,254

 
$
6,156

 
The Highlands at Brentwood
 
120 North Val Vista Drive
 
Mesa
 
AZ
 
85213
 
MH
 
45
 

 

 
268
 
268
 
100.0
%
 
100.0
%
 
$
6,973

 
$
6,934

 
Seyenna Vistas (The Mark)
 
625 West McKellips
 
Mesa
 
AZ
 
85201
 
MH
 
60
 
4
 

 
410
 
410
 
97.1
%
 
85.4
%
 
$
3,874

 
$
4,265

 
Apollo Village
 
10701 N. 99th Ave.
 
Peoria
 
AZ
 
85345
 
MH
 
29
 
3
 

 
238
 
238
 
97.1
%
 
99.2
%
 
$
5,472

 
$
5,442

 
Casa del Sol West I
 
11411 N. 91st Avenue
 
Peoria
 
AZ
 
85345
 
MH
 
31
 

 

 
245
 
245
 
98.8
%
 
98.4
%
 
$
6,279

 
$
6,184

 
Carefree Manor
 
19602 N. 32nd Street
 
Phoenix
 
AZ
 
85050
 
MH
 
16
 

 

 
130
 
130
 
98.5
%
 
99.2
%
 
$
5,254

 
$
4,983

 
Central Park
 
205 West Bell Road
 
Phoenix
 
AZ
 
85023
 
MH
 
37
 

 

 
293
 
293
 
100.0
%
 
100.0
%
 
$
6,240

 
$
6,230

 
Desert Skies
 
19802 N. 32 Street
 
Phoenix
 
AZ
 
85024
 
MH
 
24
 

 

 
166
 
166
 
99.4
%
 
100.0
%
 
$
5,831

 
$
5,826

 
Sunrise Heights
 
17801 North 16th Street
 
Phoenix
 
AZ
 
85022
 
MH
 
28
 

 

 
199
 
199
 
99.5
%
 
100.0
%
 
$
5,886

 
$
5,781

 
Whispering Palms
 
19225 N. Cave Creek Rd.
Phoenix
 
AZ
 
85024
 
MH
 
15
 

 

 
116
 
116
 
99.1
%
 
97.4
%
 
$
5,029

 
$
4,994

 
Desert Vista
 
64812 Harcuvar
 
Salome
 
AZ
 
85348
 
RV
 
10
 

 

 
125
 
1
 
100.0
%
 
100.0
%
 
$
2,702

(i)
$
3,601

 
Sedona Shadows
 
6770 W. U.S. Hwy 89A
 
Sedona
 
AZ
 
86336
 
MH
 
48
 
6
 
10
 
198
 
198
 
99.5
%
 
99.5
%
 
$
8,468

 
$
8,266

 
Venture In
 
270 N. Clark Rd.
 
Show Low
 
AZ
 
85901
 
RV
 
26
 

 

 
389
 
277
 
100.0
%
 
100.0
%
 
$
3,031

 
$
2,957

 
Paradise
 
10950 W. Union Hill Dr.
Sun City
 
AZ
 
85373
 
RV
 
80
 

 

 
950
 
804
 
100.0
%
 
100.0
%
 
$
4,405

 
$
4,273

 
The Meadows
 
2401 W. Southern Ave.
 
Tempe
 
AZ
 
85282
 
MH
 
60
 

 

 
391
 
391
 
99.2
%
 
99.0
%
 
$
6,731

 
$
6,570

 
Fairview Manor
 
3115 N. Fairview Avenue
 
Tucson
 
AZ
 
85705
 
MH
 
28
 

 

 
237
 
237
 
88.2
%
 
90.3
%
 
$
4,674

(i)
$
4,672

 
Westpark
 
2501 W. Wickenburg Way
Wickenburg
 
AZ
 
85390
 
MH
 
48
 

 

 
232
 
188
 
93.5
%
 
96.8
%
 
$
6,121

 
$
6,753

 
Araby
 
6649 E. 32nd. St.
 
Yuma
 
AZ
 
85365
 
RV
 
25
 

 

 
337
 
303
 
100.0
%
 
100.0
%
 
$
3,293

 
$
3,267

 
Cactus Gardens
 
10657 S. Ave. 9-E
 
Yuma
 
AZ
 
85365
 
RV
 
43
 

 

 
430
 
295
 
100.0
%
 
100.0
%
 
$
2,231

 
$
2,239

 
Capri RV
 
3380 South 4th Ave
 
Yuma
 
AZ
 
85365
 
RV
 
20
 

 

 
303
 
260
 
100.0
%
 
100.0
%
 
$
2,957

 
$
2,909

 
Desert Paradise
 
10537 South Ave., 9E
 
Yuma
 
AZ
 
85365
 
RV
 
26
 

 

 
260
 
134
 
100.0
%
 
100.0
%
 
$
2,297

 
$
2,288

 

22





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Foothill
 
12705 E. South Frontage Rd.
Yuma
 
AZ
 
85367
 
RV
 
18
 

 

 
180
 
73
 
100.0
%
 
100.0
%
 
$
2,322

 
$
2,259

 
Mesa Verde
 
3649 & 3749 South 4th Ave.
Yuma
 
AZ
 
85365
 
RV
 
28
 

 

 
345
 
311
 
100.0
%
 
100.0
%
 
$
2,855

 
$
2,819

 
Suni Sands
 
1960 East 32nd Street
 
Yuma
 
AZ
 
85365
 
RV
 
34
 

 

 
336
 
205
 
100.0
%
 
100.0
%
 
$
2,759

 
$
2,695

 
Total Arizona Market
 

 

 

 

 
1,971
 
253
 
1,507
 
13,897
 
11,104
 
98.6
%
 
97.5
%
 
$
4,859

 
$
4,759

 
Colorado
 

 

 

 

 

 

 

 

 

 

 


 


 


 


 
Hillcrest Village
 
1600 Sable Boulevard
 
Aurora
 
CO
 
80011
 
MH
 
72
 

 

 
601
 
601
 
91.8
%
 
91.7
%
 
$
7,332

 
$
7,064

 
Cimarron
 
12205 North Perry
 
Broomfield
 
CO
 
80020
 
MH
 
50
 

 

 
327
 
327
 
89.6
%
 
84.4
%
 
$
7,086

 
$
6,901

 
Holiday Village
 
3405 Sinton Road
 
Co. Springs
 
CO
 
80907
 
MH
 
38
 

 

 
240
 
240
 
75.8
%
 
72.9
%
 
$
6,870

 
$
6,925

 
Bear Creek
 
3500 South King Street
 
Denver
 
CO
 
80236
 
MH
 
12
 

 

 
124
 
124
 
87.1
%
 
87.9
%
 
$
7,222

 
$
6,716

 
Holiday Hills
 
2000 West 92nd Avenue
 
Denver
 
CO
 
80260
 
MH
 
99
 

 

 
736
 
736
 
78.3
%
 
79.9
%
 
$
7,041

 
$
6,898

 
Golden Terrace
 
17601 West Colfax Ave.
 
Golden
 
CO
 
80401
 
MH
 
32
 

 

 
265
 
265
 
89.1
%
 
85.3
%
 
$
7,592

 
$
7,566

 
Golden Terrace South
 
17601 West Colfax Ave.
 
Golden
 
CO
 
80401
 
MH
 
15
 

 

 
80
 
80
 
68.8
%
 
68.8
%
 
$
7,482

 
$
7,043

 
Golden Terrace South RV (h)
 
17801 West Colfax Ave.
 
Golden
 
CO
 
80401
 
RV
 
(f)
 

 

 
80
 
 
%
 
%
 
$

 
$

 
Golden Terrace West
 
17601 West Colfax Ave.
 
Golden
 
CO
 
80401
 
MH
 
39
 
7
 

 
316
 
316
 
76.3
%
 
75.3
%
 
$
7,532

 
$
7,427

 
Pueblo Grande
 
999 Fortino Blvd. West
 
Pueblo
 
CO
 
81008
 
MH
 
33
 

 

 
251
 
251
 
66.1
%
 
71.3
%
 
$
4,374

 
$
4,257

 
Woodland Hills
 
1500 W. Thornton Pkwy.
 
Thornton
 
CO
 
80260
 
MH
 
55
 

 

 
434
 
434
 
75.1
%
 
76.5
%
 
$
6,999

 
$
6,656

 
Total Colorado Market
 

 

 

 

 
445
 
7
 
 
3,454
 
3,374
 
81.1
%
 
80.9
%
 
$
7,033

 
$
6,828

 
Northeast
 

 

 

 

 

 

 

 

 

 

 


 


 


 


 
Stonegate Manor
 
1 Stonegate Drive
 
North Windham
 
CT
 
06256
 
MH
 
114
 

 

 
372
 
372
 
96.0
%
 
96.0
%
 
$
5,040

 
$
4,841

 
Waterford
 
205 Joan Drive
 
Bear
 
DE
 
19701
 
MH
 
159
 

 

 
731
 
731
 
96.0
%
 
96.3
%
 
$
6,950

 
$
6,752

 
Whispering Pines
 
32045 Janice Road
 
Lewes
 
DE
 
19958
 
MH
 
67
 
2
 

 
393
 
393
 
87.3
%
 
86.3
%
 
$
5,381

 
$
5,223

 
Mariners Cove
 
35356 Sussex Lane #1
 
Millsboro
 
DE
 
19966
 
MH
 
101
 

 

 
375
 
375
 
97.6
%
 
97.9
%
 
$
7,416

 
$
7,163

 
Aspen Meadows
 
303 Palace Lane
 
Rehoboth
 
DE
 
19971
 
MH
 
46
 

 

 
200
 
200
 
100.0
%
 
100.0
%
 
$
6,015

 
$
5,668

 
Camelot Meadows
 
303 Palace Lane
 
Rehoboth
 
DE
 
19971
 
MH
 
61
 

 

 
301
 
301
 
99.7
%
 
100.0
%
 
$
5,690

 
$
5,392

 
McNicol
 
303 Palace Lane
 
Rehoboth
 
DE
 
19971
 
MH
 
25
 

 

 
93
 
93
 
97.8
%
 
97.8
%
 
$
5,348

 
$
5,079

 
Sweetbriar
 
83 Big Burn Lane
 
Rehoboth
 
DE
 
19958
 
MH
 
38
 

 

 
146
 
146
 
98.6
%
 
98.6
%
 
$
5,112

 
$
4,944

 
The Glen
 
214 Washington Street
 
Norwell
 
MA
 
02061
 
MH
 
24
 

 

 
36
 
36
 
100.0
%
 
100.0
%
 
$
7,095

(i)
$
7,243

 
Gateway to Cape Cod
 
90 Stevens Rd PO Box 217
Rochester
 
MA
 
02770
 
RV
 
80
 

 

 
194
 
47
 
100.0
%
 
100.0
%
 
$
2,283

 
$
2,175

 
Hillcrest
 
401 Beech Street
 
Rockland
 
MA
 
02370
 
MH
 
19
 

 

 
82
 
82
 
93.9
%
 
97.6
%
 
$
6,636

 
$
6,232

 
Old Chatham RV
 
310 Old Chatham Road
 
South Dennis
 
MA
 
02660
 
RV
 
47
 
11
 

 
312
 
278
 
100.0
%
 
100.0
%
 
$
3,983

 
$
3,837

 
Sturbridge
 
19 Mashapaug Rd
 
Sturbridge
 
MA
 
01566
 
RV
 
223
 

 

 
155
 
66
 
100.0
%
 
100.0
%
 
$
2,034

 
$
2,099

 
Fernwood
 
1901 Fernwood Drive
 
Capitol Heights
 
MD
 
20743
 
MH
 
40
 

 

 
329
 
329
 
94.5
%
 
93.6
%
 
$
5,604

 
$
5,545

 
Williams Estates and Peppermint Woods
 
3300 Eastern Blvd.
 
Baltimore
 
MD
 
21220
 
MH
 
121
 

 

 
804
 
804
 
97.3
%
 
96.8
%
 
$
6,584

 
$
6,473

 

23





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Mount Desert Narrows
 
1219 State Highway 3
 
Bar Harbor
 
ME
 
04609
 
RV
 
90
 
12
 

 
206
 
6
 
100.0
%
 
100.0
%
 
$
2,540

(i)
$
2,287

 
Patten Pond
 
1470 Bucksport Road
 
Ellsworth
 
ME
 
04605
 
RV
 
43
 
60
 

 
137
 
21
 
100.0
%
 
100.0
%
 
$
2,133

 
$
2,015

 
Moody Beach
 
266 Post Road
 
Moody
 
ME
 
04054
 
RV
 
48
 

 

 
203
 
74
 
100.0
%
 
100.0
%
 
$
2,887

 
$
2,906

(i)
Pinehurst RV Park
 
7 Oregon Avenue, P.O. Box 174
 
Old Orchard Beach
 
ME
 
04064
 
RV
 
58
 

 

 
550
 
482
 
100.0
%
 
100.0
%
 
$
3,336

(i)
$
3,192

 
Narrows Too
 
1150 Bar Harbor Road
 
Trenton
 
ME
 
04605
 
RV
 
42
 

 

 
207
 
14
 
100.0
%
 
100.0
%
 
$
2,294

 
$
2,086

 
Forest Lake
 
192 Thousand Trails Dr
 
Advance
 
NC
 
27006
 
RV
 
306
 
81
 

 
305
 
60
 
100.0
%
 
100.0
%
 
$
1,841

 
$
2,240

 
Scenic
 
1314 Tunnel Rd.
 
Asheville
 
NC
 
28805
 
MH
 
28
 

 

 
205
 
205
 
79.5
%
 
76.6
%
 
$
4,079

 
$
3,953

 
Waterway RV
 
850 Cedar Point Blvd.
 
Cedar Point
 
NC
 
28584
 
RV
 
27
 

 

 
336
 
327
 
100.0
%
 
100.0
%
 
$
3,669

 
$
3,635

 
Twin Lakes
 
1618 Memory Lane
 
Chocowinity
 
NC
 
27817
 
RV
 
132
 

 

 
419
 
305
 
100.0
%
 
100.0
%
 
$
2,979

(i)
$
2,960

 
Green Mountain Park
2495 Dimmette Rd
 
Lenoir
 
NC
 
28645
 
RV
 
1,077
 
400
 
360
 
447
 
160
 
100.0
%
 
100.0
%
 
$
1,457

 
$
1,560

 
Lake Gaston
 
561 Fleming Dairy Road
 
Littleton
 
NC
 
27850
 
RV
 
69
 

 

 
235
 
141
 
100.0
%
 
100.0
%
 
$
2,374

 
$
2,287

 
Lake Myers RV
 
2862 US Highway 64 W
Mocksville
 
NC
 
27028
 
RV
 
74
 

 

 
425
 
289
 
100.0
%
 
100.0
%
 
$
2,204

 
$
2,219

 
Goose Creek
 
350 Red Barn Road
 
Newport
 
NC
 
28570
 
RV
 
92
 
6
 
51
 
735
 
642
 
100.0
%
 
100.0
%
 
$
3,839

 
$
3,719

 
Sandy Beach RV
 
677 Clement Hill Road
 
Contoocook
 
NH
 
03229
 
RV
 
40
 

 

 
190
 
86
 
100.0
%
 
100.0
%
 
$
3,457

(i)
$
3,454

 
Tuxbury Resort
 
88 Whitehall Road
 
South Hampton
 
NH
 
03827
 
RV
 
193
 
100
 

 
305
 
170
 
100.0
%
 
100.0
%
 
$
3,160

 
$
3,035

 
Lake & Shore
 
515 Courson Tavern Rd
 
Ocean View
 
NJ
 
08230
 
RV
 
162
 

 

 
401
 
240
 
100.0
%
 
100.0
%
 
$
4,476

(i)
$
4,204

 
Chestnut Lake
 
631 Chestnut Neck Rd
 
Port Republic
 
NJ
 
08241
 
RV
 
32
 

 

 
185
 
31
 
100.0
%
 
100.0
%
 
$
2,477

(i)
$
2,343

 
Sea Pines
 
US Route #9 Box 1535
 
Swainton
 
NJ
 
08210
 
RV
 
75
 

 

 
549
 
237
 
100.0
%
 
100.0
%
 
$
3,154

 
$
3,154

 
Pine Ridge at Crestwood
 
2 Fox Street
 
Whiting
 
NJ
 
08759
 
MH
 
188
 

 

 
1,035
 
1,035
 
90.0
%
 
92.8
%
 
$
4,869

 
$
4,836

 
Rondout Valley Resort
 
105 Mettachonts Rd
 
Accord
 
NY
 
12404
 
RV
 
184
 
94
 

 
398
 
52
 
100.0
%
 
100.0
%
 
$
3,096

(i)
$
2,792

(i)
Alpine Lake
 
78 Heath Road
 
Corinth
 
NY
 
12822
 
RV
 
200
 
54
 

 
500
 
334
 
100.0
%
 
100.0
%
 
$
2,955

 
$
2,924

 
Lake George Escape
 
175 E. Schroon River Road, P.O. Box 431
 
Lake George
 
NY
 
12845
 
RV
 
178
 
30
 

 
576
 
28
 
100.0
%
 
100.0
%
 
$
4,478

 
$
4,673

 
The Woodlands
 
6237 South Transit Road
 
Lockport
 
NY
 
14094
 
MH
 
225
 

 

 
1,182
 
1,182
 
87.8
%
 
87.7
%
 
$
4,960

 
$
5,176

 
Greenwood Village
 
370 Chapman Boulevard
 
Manorville
 
NY
 
11949
 
MH
 
79
 
14
 
7
 
512
 
512
 
98.8
%
 
100.0
%
 
$
8,316

 
$
8,194

 
Brennan Beach
 
80 Brennan Beach
 
Pulaski
 
NY
 
13142
 
RV
 
201
 

 

 
1,377
 
1,193
 
100.0
%
 
100.0
%
 
$
2,271

 
$
2,196

 
Lake George Schroon Valley
 
1730 Schroon River Rd
 
Warrensburg
 
NY
 
12885
 
RV
 
151
 

 

 
151
 
47
 
100.0
%
 
100.0
%
 
$
1,908

(i)
$
1,461

(i)
Greenbriar Village
 
63A Greenbriar Drive
 
Bath
 
PA
 
18104
 
MH
 
63
 

 

 
319
 
319
 
97.2
%
 
98.4
%
 
$
6,502

 
$
6,304

 
Sun Valley
 
451 E. Maple Grove Rd.
 
Bowmansville
 
PA
 
17507
 
RV
 
86
 

 

 
265
 
186
 
100.0
%
 
100.0
%
 
$
2,767

 
$
2,657

 
Green Acres
 
8785 Turkey Ridge Road
 
Breinigsville
 
PA
 
18031
 
MH
 
149
 

 

 
595
 
595
 
93.4
%
 
92.9
%
 
$
7,378

 
$
7,110

 
Gettysburg Farm
 
6200 Big Mountain Rd
 
Dover
 
PA
 
17315
 
RV
 
124
 

 

 
265
 
66
 
100.0
%
 
100.0
%
 
$
1,992

(i)
$
1,934

 
Timothy Lake South
 
RR #6,Box 6627 Timothy Lake Rd
 
East Stroudsburg
 
PA
 
18301
 
RV
 
65 
 

 

 
327
 
33
 
100.0
%
 
100.0
%
 
$
2,051

(i)
$
1,960

 
Timothy Lake North
 
RR #6,Box 6627 Timothy Lake Rd
 
East Stroudsburg
 
PA
 
18301
 
RV
 
93
 

 

 
323
 
126
 
100.0
%
 
100.0
%
 
$
1,956

(i)
$
1,897

 
Circle M
 
2111 Millersville Road
 
Lancaster
 
PA
 
17603
 
RV
 
103
 

 

 
380
 
81
 
100.0
%
 
100.0
%
 
$
2,107

 
$
1,920

 

24





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Hershey Preserve
 
493 S. Mt. Pleasant Rd
 
Lebanon
 
PA
 
17042
 
RV
 
196
 
20
 

 
297
 
42
 
100.0
%
 
100.0
%
 
$
2,847

(i)
$
2,789

(i)
Robin Hill
 
149 Robin Hill Rd.
 
Lenhartsville
 
PA
 
19534
 
RV
 
44
 

 

 
270
 
147
 
100.0
%
 
100.0
%
 
$
2,711

 
$
2,882

 
PA Dutch County
 
185 Lehman Road
 
Manheim
 
PA
 
17545
 
RV
 
102
 

 

 
269
 
75
 
100.0
%
 
100.0
%
 
$
1,827

(i)
$
1,718

 
Spring Gulch
 
475 Lynch Road
 
New Holland
 
PA
 
17557
 
RV
 
114
 

 

 
420
 
126
 
100.0
%
 
100.0
%
 
$
3,977

 
$
3,979

 
Lil Wolf
 
3411 Lil Wolf Drive
 
Orefield
 
PA
 
18069
 
MH
 
56
 

 

 
271
 
271
 
95.2
%
 
97.0
%
 
$
6,855

 
$
6,402

 
Scotrun
 
PO Box 428 Route 611
 
Scotrun
 
PA
 
18355
 
RV
 
63
 

 

 
178
 
98
 
100.0
%
 
100.0
%
 
$
2,015

 
$
1,931

 
Appalachian
 
60 Motel Drive
 
Shartlesville
 
PA
 
19554
 
RV
 
86
 
30
 
200
 
358
 
181
 
100.0
%
 
100.0
%
 
$
2,606

 
$
2,581

 
Mountain View - PA
 
4 East Zimmer Drive
 
Walnutport
 
PA
 
18088
 
MH
 
45
 

 

 
188
 
188
 
93.1
%
 
94.7
%
 
$
5,201

 
$
5,036

 
Carolina Landing
 
120 Carolina Landing Dr
 
Fair Play
 
SC
 
29643
 
RV
 
73
 

 

 
192
 
54
 
100.0
%
 
100.0
%
 
$
1,548

 
$
1,423

(i)
Inlet Oaks
 
180 Burr Circle
 
Murrells Inlet
 
SC
 
29576
 
MH
 
35
 

 

 
172
 
172
 
97.1
%
 
98.3
%
 
$
4,091

 
$
3,949

 
The Oaks at Point South (h)
 
1292 Campground Rd
 
Yemassee
 
SC
 
29945
 
RV
 
10
 

 

 
93
 
 
%
 
%
 
$

 
$

 
Meadows of Chantilly
4200 Airline Parkway
 
Chantilly
 
VA
 
22021
 
MH
 
82
 

 

 
500
 
500
 
99.8
%
 
99.6
%
 
$
10,998

 
$
10,680

 
Harbor View (h)
 
15 Harbor View Circle
 
Colonial Beach
 
VA
 
22443
 
RV
 
69
 

 

 
146
 
 
%
 
%
 
$

 
$

 
Lynchburg
 
405 Mollies Creek Rd
 
Gladys
 
VA
 
24554
 
RV
 
170
 
59
 

 
222
 
17
 
100.0
%
 
100.0
%
 
$
1,226

 
$
1,220

 
Chesapeake Bay
 
12014 Trails Lane
 
Gloucester
 
VA
 
23061
 
RV
 
282
 
80
 

 
392
 
120
 
100.0
%
 
100.0
%
 
$
2,930

 
$
2,928

 
Virginia Landing
 
40226 Upshur Neck Rd
 
Quinby
 
VA
 
23423
 
RV
 
863
 
178
 

 
233
 
8
 
100.0
%
 
100.0
%
 
$
841

 
$
810

(i)
Regency Lakes
 
108 Chamberlian Court
 
Winchester
 
VA
 
22603
 
MH
 
165
 

 

 
523
 
523
 
89.5
%
 
89.7
%
 
$
5,328

 
$
5,098

 
Williamsburg
 
4301 Rochambeau Drive
 
Williamsburg
 
VA
 
23188
 
RV
 
65
 

 

 
211
 
54
 
100.0
%
 
100.0
%
 
$
1,644

(i)
$
1,874

(i)
Total Northeast Market
 

 

 

 

 
8,362
 
1,231
 
618
 
23,703
 
16,108
 
94.2
%
 
94.3
%
 
$
4,794

 
$
4,714

 
Midwest
 

 

 

 

 

 

 

 

 

 

 


 


 


 


 
Hidden Cove
 
687 Country Road 3919
 
Arley
 
AL
 
35541
 
RV
 
99
 
60
 
200
 
79
 
49
 
100.0
%
 
100.0
%
 
$
1,768

 
$
1,273

 
Coach Royale
 
181 North Liberty Street
 
Boise
 
ID
 
83704
 
MH
 
12
 

 

 
91
 
91
 
71.4
%
 
73.6
%
 
$
4,489

 
$
4,475

 
Maple Grove
 
8597 W. Irving Lane
 
Boise
 
ID
 
83704
 
MH
 
38
 

 

 
271
 
271
 
77.5
%
 
74.5
%
 
$
4,635

 
$
4,682

 
Shenandoah Estates
 
5603 Bull Run Lane
 
Boise
 
ID
 
83714
 
MH
 
24
 

 

 
154
 
154
 
100.0
%
 
98.1
%
 
$
5,414

 
$
5,315

(i)
West Meadow Estates
120 West Driftwood
 
Boise
 
ID
 
83713
 
MH
 
29
 

 

 
178
 
178
 
100.0
%
 
96.1
%
 
$
5,343

 
$
5,196

 
O'Connell's
 
970 Green Wing Road
 
Amboy
 
IL
 
61310
 
RV
 
286
 
100
 
600
 
668
 
354
 
100.0
%
 
100.0
%
 
$
2,820

(i)
$
2,769

 
Pine Country
 
5710 Shattuck Road
 
Belvidere
 
IL
 
61008
 
RV
 
131
 

 

 
126
 
107
 
100.0
%
 
100.0
%
 
$
1,508

 
$
1,461

(i)
Willow Lake Estates
 
161 West River Road
 
Elgin
 
IL
 
60123
 
MH
 
111
 

 

 
617
 
617
 
78.1
%
 
70.3
%
 
$
8,173

 
$
7,871

(i)
Golf Vista Estates
 
4951 Augusta Boulevard
 
Monee
 
IL
 
60449
 
MH
 
144
 
4
 

 
408
 
408
 
93.1
%
 
92.6
%
 
$
7,227

 
$
7,108

 
Indian Lakes
 
7234 E. SR Highway 46
 
Batesville
 
IN
 
47006
 
RV
 
545
 
159
 
318
 
1,000
 
315
 
100.0
%
 
100.0
%
 
$
1,648

 
$
1,600

 
Horseshoe Lakes
 
12962 S. 225 W.
 
Clinton
 
IN
 
47842
 
RV
 
289
 
96
 
96
 
123
 
46
 
100.0
%
 
100.0
%
 
$
1,168

 
$
1,148

 
Twin Mills RV
 
1675 W SR 120
 
Howe
 
IN
 
46746
 
RV
 
137
 
5
 
50
 
501
 
185
 
100.0
%
 
100.0
%
 
$
2,115

 
$
2,176

 
Hoosier Estates
 
830 Campbell Street
 
Lebanon
 
IN
 
46052
 
MH
 
60
 

 

 
288
 
288
 
91.3
%
 
92.4
%
 
$
3,557

 
$
3,556

(i)
Lakeside
 
7089 N. Chicago Road
 
New Carlisle
 
IN
 
46552
 
RV
 
13
 

 

 
91
 
71
 
100.0
%
 
100.0
%
 
$
2,365

(i)
$
2,261

 
Oak Tree Village
 
254 Sandalwood Ave.
 
Portage
 
IN
 
46368
 
MH
 
76
 

 

 
361
 
361
 
67.3
%
 
67.0
%
 
$
5,268

 
$
5,254

 
North Glen Village
 
18200 U.S. 31 N #292
 
Westfield
 
IN
 
46074
 
MH
 
88
 

 

 
289
 
289
 
81.0
%
 
83.4
%
 
$
4,568

 
$
4,480

(i)

25





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Diamond Caverns Resort
 
1878 Mammoth Cave Pkwy
 
Park City
 
KY
 
42160
 
RV
 
714
 
350
 
469
 
220
 
3
 
100.0
%
 
100.0
%
 
$
1,475

 
$
1,473

 
Lake in the Hills
 
2700 Shimmons Road
 
Auburn Hills
 
MI
 
48326
 
MH
 
51
 

 

 
237
 
237
 
86.5
%
 
84.8
%
 
$
5,609

 
$
5,485

 
Bear Cave Resort
 
4085 N. Red Bud Trail
 
Buchanan
 
MI
 
49107
 
RV
 
25
 
10
 

 
136
 
16
 
100.0
%
 
100.0
%
 
$
2,035

 
$
1,762

 
Fairchild Lake
 
49645 Au Lac Drive
 
Chesterfield
 
MI
 
48051
 
MH
 
78
 

 

 
344
 
344
 
74.7
%
 
72.1
%
 
$
5,515

 
$
5,474

 
Old Orchard
 
10500 Lapeer Road
 
Davison
 
MI
 
48423
 
MH
 
41
 

 

 
200
 
200
 
71.0
%
 
68.5
%
 
$
5,060

 
$
5,162

 
Grand Blanc Crossing
8225 Embury Road
 
Grand Blanc
 
MI
 
48439
 
MH
 
221
 

 

 
478
 
478
 
52.1
%
 
49.8
%
 
$
5,153

 
$
5,102

 
Holly Hills
 
16181 Lancaster Way
 
Holly
 
MI
 
48442
 
MH
 
198
 

 

 
241
 
241
 
63.9
%
 
62.2
%
 
$
4,514

(i)
$
4,684

 
Royal Estates
 
8300 Ravine Road
 
Kalamazoo
 
MI
 
49009
 
MH
 
63
 

 

 
183
 
183
 
83.1
%
 
79.2
%
 
$
4,661

 
$
4,731

 
Westbridge Manor
 
45301 Chateau Thierry Blvd.
Macomb
 
MI
 
48044
 
MH
 
400
 

 

 
1,424
 
1,424
 
56.7
%
 
55.6
%
 
$
5,477

 
$
5,386

 
Westbrook
 
45013 Catalpa Blvd.
 
Macomb
 
MI
 
48044
 
MH
 
79
 

 

 
387
 
387
 
93.8
%
 
95.6
%
 
$
6,107

(i)
$
6,195

 
Oakland Glens
 
41875 Carousel Street
 
Novi
 
MI
 
48377
 
MH
 
118
 

 

 
724
 
724
 
57.7
%
 
56.5
%
 
$
5,420

 
$
5,309

 
Avon on the Lake
 
2889 Sandpiper
 
Rochester Hills
 
MI
 
48309
 
MH
 
83
 

 

 
616
 
616
 
74.2
%
 
73.2
%
 
$
6,350

 
$
6,332

 
Saint Claire
 
1299 Wadhams Rd
 
Saint Claire
 
MI
 
48079
 
RV
 
210
 
100
 

 
229
 
30
 
100.0
%
 
100.0
%
 
$
1,598

 
$
1,837

 
Cranberry Lake
 
9620 Highland Road
 
White Lake
 
MI
 
48386
 
MH
 
54
 

 

 
328
 
328
 
82.3
%
 
78.7
%
 
$
5,974

 
$
6,116

 
Ferrand Estates
 
2680 44th Street
 
Wyoming
 
MI
 
449519
 
MH
 
80
 

 

 
419
 
419
 
80.2
%
 
75.9
%
 
$
4,951

 
$
5,137

 
Swan Creek
 
6988 McKean
 
Ypsilanti
 
MI
 
48197
 
MH
 
59
 

 

 
294
 
294
 
93.2
%
 
87.1
%
 
$
5,328

 
$
5,475

 
Cedar Knolls
 
12571 Garland Avenue
 
Apple Valley
 
MN
 
55124
 
MH
 
93
 

 

 
457
 
457
 
82.9
%
 
84.0
%
 
$
6,782

 
$
6,721

 
Cimarron Park
 
901 Lake Elmo Ave N
 
Lake Elmo
 
MN
 
55042
 
MH
 
230
 

 

 
505
 
505
 
84.2
%
 
84.6
%
 
$
6,916

 
$
6,804

 
Rockford Riverview Estates
 
135 Highview Road
 
Rockford
 
MN
 
55373
 
MH
 
88
 

 

 
429
 
429
 
82.3
%
 
84.4
%
 
$
4,229

 
$
4,101

 
Rosemount Woods
 
13925 Bunratty Avenue
 
Rosemount
 
MN
 
55068
 
MH
 
50
 

 

 
182
 
182
 
94.5
%
 
94.0
%
 
$
6,404

 
$
6,394

 
Buena Vista
 
4301 El Tora Boulevard
 
Fargo
 
ND
 
58103
 
MH
 
76
 

 

 
398
 
398
 
93.0
%
 
92.7
%
 
$
4,530

 
$
4,463

 
Meadow Park
 
3220 12th Avenue North
 
Fargo
 
ND
 
58102
 
MH
 
17
 

 

 
116
 
116
 
89.7
%
 
89.7
%
 
$
3,540

 
$
3,480

 
Kenisee Lake
 
2021 Mill Creek Rd
 
Jefferson
 
OH
 
44047
 
RV
 
143
 
50
 

 
119
 
48
 
100.0
%
 
100.0
%
 
$
1,162

 
$
1,208

(i)
Wilmington
 
1786 S.R. 380
 
Wilmington
 
OH
 
45177
 
RV
 
109
 
41
 

 
169
 
74
 
100.0
%
 
100.0
%
 
$
1,602

 
$
1,680

 
Natchez Trace
 
1363 Napier Rd
 
Hohenwald
 
TN
 
38462
 
RV
 
672
 
140
 

 
531
 
115
 
100.0
%
 
100.0
%
 
$
1,175

 
$
1,199

 
Cherokee Landing
 
PO Box 37
 
Middleton
 
TN
 
38052
 
RV
 
254
 
124
 

 
339
 
 
%
 
100.0
%
 
$

 
$
1,117

 
Fremont
 
E. 6506 Highway 110
 
Fremont
 
WI
 
54940
 
RV
 
98
 
5
 

 
325
 
100
 
100.0
%
 
100.0
%
 
$
2,693

(i)
$
2,670

 
Yukon Trails
 
N2330 Co Rd. HH
 
Lyndon Station
 
WI
 
53944
 
RV
 
150
 
30
 

 
214
 
100
 
100.0
%
 
100.0
%
 
$
1,705

 
$
1,766

 
Plymouth Rock
 
N. 7271 Lando St.
 
Plymouth
 
WI
 
53073
 
RV
 
133
 

 

 
610
 
430
 
100.0
%
 
100.0
%
 
$
2,210

 
$
2,124

 
Tranquil Timbers
 
3668 Grondin Road
 
Sturgeon Bay
 
WI
 
54235
 
RV
 
125
 

 

 
270
 
172
 
100.0
%
 
100.0
%
 
$
1,902

 
$
1,908

 
Arrowhead
 
W1530 Arrowhead Road
 
Wisconsin Dells
 
WI
 
53965
 
RV
 
166
 
40
 
200
 
377
 
179
 
100.0
%
 
100.0
%
 
$
1,836

 
$
1,773

 
Total Midwest Market
 

 

 

 

 
6,960
 
1,314
 
1,933
 
16,746
 
13,013
 
80.6
%
 
78.0
%
 
$
4,814

 
$
4,833

 
Nevada and Utah
 

 

 

 

 

 

 

 

 

 

 


 


 


 


 
Mountain View - NV
 
148 Day Street
 
Henderson
 
NV
 
89074
 
MH
 
72
 

 

 
354
 
354
 
99.7
%
 
96.3
%
 
$
8,217

 
$
8,150

 
Las Vegas
 
4295 Boulder Highway
 
Las Vegas
 
NV
 
89121
 
RV
 
11
 

 

 
217
 
5
 
100.0
%
 
100.0
%
 
$
3,000

 
$
2,869

(i)
Bonanza
 
3700 East Stewart Ave
 
 Las Vegas
 
NV
 
89110
 
MH
 
43
 

 

 
353
 
353
 
62.6
%
 
63.2
%
 
$
5,936

 
$
6,342

(i)

26





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Boulder Cascade
 
1601 South Sandhill Rd
 
 Las Vegas
 
NV
 
89104
 
MH
 
39
 

 

 
299
 
299
 
75.6
%
 
80.6
%
 
$
7,122

(i)
$
6,621

 
Cabana
 
5303 East Twain
 
 Las Vegas
 
NV
 
89122
 
MH
 
37
 

 

 
263
 
263
 
99.6
%
 
97.3
%
 
$
6,980

 
$
6,991

 
Flamingo West
 
8122 West Flamingo Rd.
 
 Las Vegas
 
NV
 
89147
 
MH
 
37
 

 

 
258
 
258
 
100.0
%
 
97.3
%
 
$
7,747

 
$
7,685

 
Villa Borega
 
1111 N. Lamb Boulevard
 
 Las Vegas
 
NV
 
89110
 
MH
 
40
 

 

 
293
 
293
 
77.8
%
 
79.5
%
 
$
6,938

 
$
6,879

 
Westwood Village
 
1111 N. 2000 West
 
 Farr West
 
UT
 
84404
 
MH
 
46
 

 

 
314
 
314
 
98.7
%
 
98.4
%
 
$
4,863

 
$
4,781

 
All Seasons
 
290 N. Redwood Rd
 
 Salt Lake City
 
UT
 
84116
 
MH
 
19
 

 

 
121
 
121
 
100.0
%
 
100.0
%
 
$
5,620

 
$
5,499

 
St. George
 
5800 N. Highway 91
 
Hurricane
 
UT
 
84737
 
RV
 
26
 

 

 
123
 
9
 
100.0
%
 
100.0
%
 
$
2,112

(i)
$
2,100

(i)
Total Nevada and Utah Market
 

 

 

 

 
370
 
 
 
2,595
 
2,269
 
87.8
%
 
87.7
%
 
$
6,750

 
$
6,675

 
Northwest
 

 

 

 

 

 

 

 

 

 

 


 


 


 


 
Cultus Lake (Canada)
 
1855 Columbia Valley Hwy
Lindell Beach
 
BC
V2R 4W6
RV
 
15
 

 

 
178
 
36
 
100.0
%
 
100.0
%
 
$
2,592

 
$
3,430

(i)
Thousand Trails Bend
 
17480 S Century Dr
 
Bend
 
OR
 
97707
 
RV
 
289
 
100
 
145
 
351
 
19
 
100.0
%
 
100.0
%
 
$
2,558

(i)
$
1,520

 
Pacific City
 
30000 Sandlake Rd
 
Cloverdale
 
OR
 
97112
 
RV
 
105
 

 

 
307
 
32
 
100.0
%
 
100.0
%
 
$
3,539

(i)
$
3,597

 
South Jetty
 
05010 South Jetty Rd
 
Florence
 
OR
 
97439
 
RV
 
57
 

 

 
204
 
2
 
100.0
%
 
100.0
%
 
$
2,457

(i)
$
2,178

(i)
Seaside Resort
 
1703 12th Ave
 
Seaside
 
OR
 
97138
 
RV
 
80
 

 

 
251
 
35
 
100.0
%
 
100.0
%
 
$
2,965

 
$
3,233

(i)
Whaler's Rest Resort
 
50 SE 123rd St
 
South Beach
 
OR
 
97366
 
RV
 
39
 

 

 
170
 
16
 
100.0
%
 
100.0
%
 
$
3,458

(i)
$
3,454

 
Mt. Hood
 
65000 E Highway 26
 
Welches
 
OR
 
97067
 
RV
 
115
 
30
 
202
 
436
 
59
 
100.0
%
 
100.0
%
 
$
5,822

(i)
$
5,460

(i)
Shadowbrook
 
13640 S.E. Hwy 212
 
 Clackamas
 
OR
 
97015
 
MH
 
21
 

 

 
156
 
156
 
98.1
%
 
96.8
%
 
$
7,721

 
$
7,520

 
Falcon Wood Village
 
1475 Green Acres Road
 
 Eugene
 
OR
 
97408
 
MH
 
23
 

 

 
183
 
183
 
94.0
%
 
87.4
%
 
$
6,163

 
$
5,939

 
Quail Hollow (b)
 
2100 N.E. Sandy Blvd.
 
 Fairview
 
OR
 
97024
 
MH
 
21
 

 

 
137
 
137
 
92.7
%
 
92.7
%
 
$
7,643

 
$
7,446

 
Birch Bay
 
8418 Harborview Rd
 
Blaine
 
WA
 
98230
 
RV
 
31
 

 

 
246
 
20
 
100.0
%
 
100.0
%
 
$
2,862

 
$
2,485

 
Mt. Vernon
 
5409 N. Darrk Ln
 
Bow
 
WA
 
98232
 
RV
 
311
 

 

 
251
 
30
 
100.0
%
 
100.0
%
 
$
2,916

(i)
$
2,906

 
Chehalis
 
2228 Centralia-Alpha Rd
 
Chehalis
 
WA
 
98532
 
RV
 
309
 
85
 

 
360
 
24
 
100.0
%
 
100.0
%
 
$
2,300

 
$
2,228

 
Grandy Creek
 
7370 Russell Rd
 
Concrete
 
WA
 
98237
 
RV
 
63
 

 

 
179
 
2
 
100.0
%
 
100.0
%
 
$
1,988

 
$
2,643

 
Tall Chief
 
29290 SE 8th Street
 
Fall City
 
WA
 
98024
 
RV
 
71
 

 

 
180
 
24
 
100.0
%
 
100.0
%
 
$
3,168

(i)
$
2,435

 
La Conner (b)
 
16362 Snee Oosh Rd
 
La Conner
 
WA
 
98257
 
RV
 
106
 
5
 

 
319
 
30
 
100.0
%
 
100.0
%
 
$
3,605

 
$
3,364

(i)
Leavenworth
 
20752-4 Chiwawa Loop
Leavenworth
 
WA
 
98826
 
RV
 
255
 
50
 

 
266
 
14
 
100.0
%
 
100.0
%
 
$
1,737

(i)
$
1,890

(i)
Thunderbird Resort
 
26702 Ben Howard Rd
 
Monroe
 
WA
 
98272
 
RV
 
45
 
2
 

 
136
 
12
 
100.0
%
 
100.0
%
 
$
2,301

 
$
2,530

(i)
Little Diamond
 
1002 McGowen Rd
 
Newport
 
WA
 
99156
 
RV
 
360
 
119
 

 
520
 
6
 
100.0
%
 
100.0
%
 
$
1,728

(i)
$
1,540

 
Oceana Resort
 
2733 State Route 109
 
Oceana City
 
WA
 
98569
 
RV
 
16
 

 

 
84
 
1
 
100.0
%
 
100.0
%
 
$
1,686

 
$
1,752

 
Crescent Bar Resort
 
9252 Crescent Bar Rd NW
Quincy
 
WA
 
98848
 
RV
 
14
 

 

 
115
 
14
 
100.0
%
 
100.0
%
 
$
3,324

(i)
$
2,749

(i)
Long Beach
 
2215 Willows Rd
 
Seaview
 
WA
 
98644
 
RV
 
17
 

 

 
144
 
6
 
100.0
%
 
100.0
%
 
$
2,485

 
$
2,365

 
Paradise Resort
 
173 Salem Plant Rd
 
Silver Creek
 
WA
 
98585
 
RV
 
60
 

 

 
214
 
8
 
100.0
%
 
100.0
%
 
$
1,961

 
$
1,820

(i)
Kloshe Illahee
 
2500 S. 370th Street
 
 Federal Way
 
WA
 
98003
 
MH
 
50
 

 

 
258
 
258
 
99.6
%
 
98.4
%
 
$
9,331

 
$
9,099

 
Total Northwest Market
 
 
 
 
 
 
 
 
 
2,473
 
391
 
347
 
5,645
 
1,124
 
97.8
%
 
91.9
%
 
$
6,280

 
$
6,228

 
Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alamo Palms (a)
 
1341 W. Business Hwy 83
Alamo
 
TX
 
78516
 
RV
 
58
 

 

 
643
 
400
 
100.0
%
 
%
 
$
3,224

 
$

 

27





Property
 
Address
 
City
 
State
 
ZIP
 
MH/RV
 
Acres (c)
 
Developable

Acres
(d)
 
Expansion

Sites
(e)
 
Total Number of Sites as of 12/31/12
 
Total Number of Annual Sites as of 12/31/12
 
Annual Site Occupancy as of 12/31/12
 
Annual Site Occupancy as of 12/31/11
 
Annual Rent as of 12/31/12
 
 Annual Rent as of 12/31/11
 
Bay Landing
 
2305 Highway 380 W
 
Bridgeport
 
TX
 
76426
 
RV
 
443
 
235
 

 
293
 
58
 
100.0
%
 
100.0
%
 
$
1,958

 
$
1,981

 
Colorado River
 
1062 Thousand Trails Lane
 
Columbus
 
TX
 
78934
 
RV
 
218
 
51
 

 
132
 
17
 
100.0
%
 
100.0
%
 
$
2,976

 
$
2,939

 
Victoria Palms (a)
 
602 N. Victoria Road
 
Donna
 
TX
 
78537
 
RV
 
117
 

 

 
1,122
 
530
 
100.0
%
 
%
 
$
3,194

 
$

 
Lake Texoma
 
209 Thousand Trails Drive
Gordonville
 
TX
 
76245
 
RV
 
201
 

 

 
301
 
155
 
100.0
%
 
100.0
%
 
$
2,064

(i)
$
1,800

 
Lakewood
 
4525 Graham Road
 
Harlingen
 
TX
 
78552
 
RV
 
30
 

 

 
301
 
116
 
100.0
%
 
100.0
%
 
$
2,068

 
$
2,024

 
Paradise Park RV
 
1201 N. Expressway 77
 
Harlingen
 
TX
 
78552
 
RV
 
60
 

 

 
563
 
297
 
100.0
%
 
100.0
%
 
$
3,188

 
$
3,152

 
Sunshine RV
 
1900 Grace Avenue
 
Harlingen
 
TX
 
78550
 
RV
 
84
 

 

 
1,027
 
412
 
100.0
%
 
100.0
%
 
$
2,548

 
$
2,505

 
Tropic Winds
 
1501 N Loop 499
 
Harlingen
 
TX
 
78550
 
RV
 
112
 
74
 

 
531
 
108
 
100.0
%
 
100.0
%
 
$
2,520

(i)
$
1,964

 
Medina Lake
 
215 Spettle Rd
 
Lakehills
 
TX
 
78063
 
RV
 
208
 
50
 

 
387
 
44
 
100.0
%
 
100.0
%
 
$
2,232

 
$
2,177

 
Paradise South
 
9909 N. Mile 2 West Road
Mercedes
 
TX
 
78570
 
RV
 
49
 

 

 
493
 
209
 
100.0
%
 
100.0
%
 
$
2,096

 
$
2,111

 
Lake Tawakoni
 
1246 Rains Co. Rd 1470
 
Point
 
TX
 
75472
 
RV
 
480
 
11
 

 
320
 
74
 
100.0
%
 
100.0
%
 
$
1,824

(i)
$
1,766

 
Fun n Sun RV
 
1400 Zillock Rd
 
San Benito
 
TX
 
78586
 
RV
 
135
 
40
 

 
1,435
 
621
 
100.0
%
 
100.0
%
 
$
3,222

 
$
3,094

 
Southern Comfort
 
1501 South Airport Drive
 
Weslaco
 
TX
 
78596
 
RV
 
40
 

 

 
403
 
332
 
100.0
%
 
100.0
%
 
$
2,830

 
$
2,747

 
Country Sunshine
 
1601 South Airport Road
 
Weslaco
 
TX
 
78596
 
RV
 
37
 

 

 
390
 
189
 
100.0
%
 
100.0
%
 
$
2,753

 
$
2,782

 
Lake Whitney
 
417 Thousand Trails Drive
Whitney
 
TX
 
76692
 
RV
 
403
 
158
 

 
261
 
37
 
100.0
%
 
100.0
%
 
$
2,544

(i)
$
2,367

 
Lake Conroe
 
11720 Old Montgomery Rd
Willis
 
TX
 
77318
 
RV
 
129
 
30
 
300
 
363
 
118
 
100.0
%
 
100.0
%
 
$
3,499

 
$
3,602

 
Total Texas Market
 

 

 

 

 

 
2,804
 
649
 
300
 
8,965
 
3,717
 
100.0
%
 
100.0
%
 
$
2,856

 
$
2,655

 
 
 

 

 

 

 

 

 

 

 

 

 


 


 


 


 
Grand Total All Markets
 

 

 

 

 
38,292
 
5,184
 
8,438
 
139,702
 
100,158
 
92.1
%
 
91.4
%
 
$
5,811

 
$
5,600

 
 _____________________
(a)
Property acquired in 2012.
(b)
Land is leased by the Company under a non-cancelable operating lease. (See Note 12 in the Notes to Consolidated Financial Statements contained in this Form 10-K.)
(c)
Acres are approximate. Acreage for some Properties were estimated based upon 10 sites per acre.
(d)
Acres are approximate. There can be no assurance that developable acres will be developed. Development is contingent on many factors including, but not limited to, cost, ability to subdivide, accessibility, infrastructure needs, zoning, entitlement and topography.
(e)
Expansion sites are approximate and only represent sites that could be developed and is further dependent upon necessary approvals. Certain Properties with expansion sites noted may have vacancies and therefore, expansion sites may not be added.
(f)
Acres for this RV park are included in the acres for the adjacent manufactured home community listed directly above this Property.
(g)
Property not operated by the Company during all of 2012, as the Property is leased to a third party operator.
(h)
Property does not contain annual sites.
(i)
Calculated using annualized alternative monthly site rent to present data that is more indicative of the Property’s effective rent increases.

28




Item 3. Legal Proceedings
The legal proceedings disclosure is incorporated herein by reference from Note 18 in the Notes to Consolidated Financial Statements in this Form 10-K.

Item 4. Mine Safety Disclosure
None.


29




PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol ELS. On February 26, 2013, the reported closing price per share of ELS common stock on the NYSE was $74.70 and there were approximately 10,116 beneficial holders of record. The high and low sales prices and closing sales prices on the NYSE and distributions for the Company’s common stock during 2012 and 2011 are set forth in the table below: 
 
Close
 
High
 
Low
 
Distributions
Declared
2012
 
 
 
 
 
 
 
1st Quarter
$
69.74

 
$
70.85

 
$
65.66

 
$
0.4375

2nd Quarter
68.97

 
70.98

 
64.47

 
0.4375

3rd Quarter
68.12

 
73.16

 
67.80

 
0.4375

4th Quarter
67.29

 
69.50

 
63.21

 
0.4375

 
Close
 
High
 
Low
 
Distributions
Declared
2011
 
 
 
 
 
 
 
1st Quarter
$
57.65

 
$
58.35

 
$
54.35

 
$
0.375

2nd Quarter
62.44

 
64.92

 
55.83

 
0.375

3rd Quarter
62.70

 
73.27

 
56.27

 
0.375

4th Quarter
66.69

 
67.27

 
58.37

 
0.375

Issuer Purchases of Equity Securities
Period
Total Number of Shares
Purchased (a)
 
Average Price  Paid per Share (a)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans  or Programs
 
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
10/1/12-10/31/12

 

 
None
 
None
11/1/12-11/30/12
310

 
$
68.04

 
None
 
None
12/1/12-12/31/12
18,393

 
$
66.50

 
None
 
None
 ____________________
(a)
Of the common stock repurchased from October 1, 2012 through December 31, 2012, 18,703 shares were repurchased at the open market price and represent common stock surrendered to the Company to satisfy income tax withholding obligations due as a result of the vesting of Restricted Share Grants. Certain executive officers of the Company may from time to time adopt non-discretionary, written trading plans that comply with Commission Rule 10b5-1, or otherwise monetize their equity-based compensation. Commission Rule 10b5-1 provides executives with a method to monetize their equity-based compensation in an automatic and non-discretionary manner over time.

30




Item 6. Selected Financial Data
The following table sets forth selected financial and operating information on a historical basis. The historical operating data has been derived from the historical financial statements of the Company. The following information should be read in conjunction with all of the financial statements and notes thereto included elsewhere in this Form 10-K.
Equity LifeStyle Properties, Inc.
Consolidated Historical Financial Information
(Amounts in thousands, except for per share and property data)
 
 
Years Ended December 31,
 
 
2012
 
2011 (1)
 
2010 (1)
 
2009 (1)
 
2008 (1)
Income Statement Data:
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
$
709,877

 
$
589,199

 
$
517,299

 
$
508,310

 
$
467,314

Total Expenses 
 
(641,914
)
 
(548,643
)
 
(458,698
)
 
(459,811
)
 
(432,501
)
Equity in income from unconsolidated joint ventures
 
1,899

 
1,948

 
2,027

 
2,896

 
3,753

Gain (loss) on sale of property, net of taxes
 
4,596

 

 
(231
)
 
4,866

 
178

Consolidated net income
 
$
74,458

 
$
42,504

 
$
60,397

 
$
56,261

 
$
38,744

 
 
 
 
 
 
 
 
 
 
 
Net income available for Common Shares
 
$
54,778

 
$
22,775

 
$
38,354

 
$
34,005

 
$
18,303

 
 
 
 
 
 
 
 
 
 
 
Comprehensive income attributable to Common Shares
 
$
54,741

 
$
20,467

 
$
38,354

 
$
34,005

 
$
18,303

 
 
 
 
 
 
 
 
 
 
 
Earnings per Common Share - Basic:
 
 
 
 
 
 
 
 
 
 
Net income available for Common Shares
 
$
1.33

 
$
0.64

 
$
1.26

 
$
1.23

 
$
0.75

 
 
 
 
 
 
 
 
 
 
 
Earnings per Common Share - Fully Diluted:
 
 
 
 
 
 
 
 
 
 
Net income available for Common Shares
 
$
1.32

 
$
0.64

 
$
1.25

 
$
1.22

 
$
0.75

 
 
 
 
 
 
 
 
 
 
 
Distributions declared per Common Share outstanding
 
$
1.75

 
$
1.50

 
$
1.20

 
$
1.10

 
$
0.80

 
 
 
 
 
 
 
 
 
 
 
Weighted average Common Shares outstanding - basic
 
41,174

 
35,591

 
30,517

 
27,582

 
24,466

Weighted average Common Shares outstanding - fully diluted
45,431

 
40,330

 
35,518

 
32,944

 
30,498

 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
Real estate, before accumulated depreciation
 
$
4,171,517

 
$
4,080,149

 
$
2,584,987

 
$
2,538,215

 
$
2,491,021

Total assets
 
3,398,226

 
3,496,101

 
2,048,395

 
2,166,319

 
2,091,647

Total mortgage notes and term loan
 
2,269,866

 
2,284,683

 
1,012,919

 
1,547,901

 
1,662,403

Non-controlling interest preferred OP Units
 

 

 
200,000

 
200,000

 
200,000

Series A Preferred Stock (2)
 

 
200,000

 

 

 

Series C Preferred Stock (2)
 
136,144

 

 

 

 

Total Common Equity (3)
 
788,158

 
799,280

 
260,158

 
254,427

 
96,234

 
 
 
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
 
 
Funds from operations (4)
 
$
209,993

 
$
147,457

 
$
125,989

 
$
120,443

 
$
98,837

Total Properties (at end of period) (5)
 
383

 
382

 
307

 
304

 
309

Total sites (at end of period) (5)
 
142,679

 
141,132

 
111,002

 
110,575

 
112,211

________________________________ 
1.
Certain prior year amounts have been reclassified to conform to the 2012 presentation. These reclassifications had no material effect on the consolidated financial statements.
2.
On March 4, 2011, the Company, on behalf of selling stockholders, closed on a public offering of 8.0 million shares of 8.034% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”), par value $0.01 per share, liquidation preference of $25.00 per share, at a price of $24.75 per share. The selling stockholders received the Series A Preferred Stock in exchange for $200 million of previously issued series D and series F Perpetual Preferred OP Units. On September 14, 2012, the Company issued 54,458 shares of Series C Preferred Stock, liquidation value of $2,500.00 per share, which are represented by depositary shares. The Company also exchanged 5,445,765 shares of its Series A Preferred Stock for 5,445,765 depositary shares, each representing 1/100th of a share of Series C Preferred Stock. On October 18, 2012, the Company redeemed the remaining 2,554,235 of Series A Preferred Stock.
3.
On June 7, 2011, the Company issued 6,037,500 shares of common stock in an equity offering for proceeds of approximately $344.0 million, net of offering costs. During the year ended December 31, 2011, the Company issued 1,708,276 shares of Common Stock and 1,740,000 shares of Series B Subordinated Non-Voting Cumulative Preferred Stock (the “Series B Preferred Stock”) with an aggregate value of $224.2 million, net of offering costs, to partially fund the purchase of the 2011 Acquisition Properties (as defined in footnote 5 below), which is discussed in more detail in Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K. All of the Series B Preferred Stock was redeemed for Common Stock prior to December 31, 2011. On June 29, 2009, the Company issued 4.6 million shares of common stock in an equity offering for proceeds of approximately $146.4 million, net of offering costs.
4.
Refer to Item 7 contained in this Form 10-K for information regarding why the Company presents funds from operations and for a reconciliation of this non-GAAP financial measure to net income.
5.
During the year ended December 31, 2011, the Company acquired a portfolio of 74 manufactured home communities and one RV resort (the “2011 Acquisition Properties”) containing 30,129 sites on approximately 6,400 acres located in 16 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.” (See Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for further discussion on the 2011 Acquisition.) The in-place leases acquired in the Acquisition have an estimated useful life of one-year. Transaction costs consist primarily of the following costs incurred related to the 2011 Acquisition: seller’s debt defeasance costs, transfer tax, professional fees, and costs related to due diligence items such as title, survey, zoning and environmental.


31




Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with “Selected Financial Data” and the historical Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
2012 Accomplishments
Core occupancy increased by 278 sites to a total 91.5% at year end.
Closed on the acquisition of two RV resorts for a purchase price of $25.0 million.
Raised the annual dividend to $1.75 per share in 2012, an increase of more than 17% compared to $1.50 per share in 2011.
Exchanged 5,445,765 shares of Series A Preferred Stock for 5,445,765 Depositary Shares representing 1/100th of a share of Series C Preferred Stock.
Redeemed 2,554,235 shares of Series A Preferred Stock.
Amended the Company’s unsecured Line of Credit to decrease the per annum interest rate and extend the maturity date to September 15, 2016.
Paid off six mortgages totaling approximately $137.7 million, funded with cash and approximately $159.5 million of refinancing proceeds on three properties.
Entered into equity distribution agreements with sales agents, pursuant to which the Company may sell, from time to time, common stock for an aggregate offering price up to $125 million.
Overview and Outlook
Occupancy in the Company’s Properties as well as its ability to increase rental rates directly affects revenues. The Company’s revenue streams are predominantly derived from customers renting its sites on a long-term basis.
The Company has approximately 96,900 annual sites, approximately 9,000 seasonal sites, which are leased to customers generally for three to six months, and approximately 9,600 transient sites, occupied by customers who lease sites on a short-term basis. The revenue from seasonal and transient sites is generally higher during the first and third quarters. The Company expects to service over 100,000 customers at its transient sites and the Company considers this revenue stream to be its most volatile as it is subject to weather conditions, gas prices, and other factors affecting the marginal RV customer’s vacation and travel preferences. Finally, the Company has approximately 24,100 sites designated as right-to-use sites, which are primarily utilized to service the approximately 97,000 customers who have right-to-use contracts. The Company also has interests in Properties containing approximately 3,100 sites for which revenue is classified as Equity in income from unconsolidated joint ventures in the Consolidated Statements of Income and Comprehensive Income. 
 
Total Sites as of
 
December 31, 2012
Community sites
74,100

Resort sites:
 
Annual
22,800

Seasonal
9,000

Transient
9,600

Right-to-use (1)
24,100

Joint Ventures (2)
3,100

 
142,700

 _____________________
(1)
Includes approximately 4,300 sites rented on an annual basis.
(2)
Joint Ventures have approximately 2,700 annual sites, approximately 300 seasonal sites and approximately 100 transient sites.

A significant portion of the Company’s rental agreements on community sites are directly or indirectly tied to published CPI statistics that are issued during June through September each year. The Company currently expects its 2013 Core community base rental income to increase approximately 2.6% as compared to 2012. The Company has already notified 72% of its community site customers of rent increases reflecting this revenue growth.
Nineteen of our 49 California Properties and one of our five Massachusetts Properties are affected by local rent control regulations. The impact of the rent control ordinances is to limit our ability to implement rent increases based on prevailing market conditions. The ordinances generally provide the ability to increase rates by a fraction of the increase in the CPI. The limit on rent increases may range from 60% to 100% of CPI with certain maximum limits depending on the jurisdiction.
The Company believes the disruption in the site-built housing market has impacted its home sales business.  Customers’ inability to sell their existing site-built homes and relocate to their retirement destination has significantly reduced new home sales

32




volumes since 2007.  In addition, while the majority of customers historically paid cash to purchase new homes in our communities, the Company believes the lack of affordable chattel financing is impacting customer purchase decisions in the current economic environment.  Current programs available for Chattel Loan financing provide subsidized financing to customers with the community owner carrying the obligation for guaranteeing customer defaults.  Financing continues to have stringent underwriting criteria, sizable down payments, short loan amortization and high interest rates.  
In this environment, the Company believes that customer demand for rentals, which do not require a down payment, is high. The Company is adapting to this by renting its vacant new homes. This may represent an attractive source of occupancy if the Company can transition from renters to new homebuyers in the future. The Company is also focusing on smaller, more energy efficient and more affordable homes in its manufactured home Properties.
The Company’s manufactured home rental operations have been increasing since 2007. For the year ended December 31, 2012, occupied manufactured home rentals increased to 5,824, or 542.1%, from 907 for the year ended December 31, 2007. Net operating income, net of depreciation expense of approximately $6.1 million, increased to approximately $36.8 million, of which approximately $36.2 million of rental operations revenue was included in community base rental income, for the year ended December 31, 2012 from approximately $5.9 million, of which approximately $5.4 million of rental operations revenue was included in community base rental income, for the year ended December 31, 2007. Beginning in 2008, depreciation on the rental units started after being reclassified to Buildings and other depreciable property. The Company believes that unlike the home sales business, at this time the Company competes effectively with other types of rentals (i.e. apartments). The Company continues to evaluate home rental operations and may continue to invest in additional units.
In the Company’s resort Properties, the Company continues to work on extending customer stays. The Company has had success lengthening customer stays.
In the spring of 2010, the Company introduced low-cost membership products that focus on the installed base of almost eight million RV owners. Such products may include right-to-use contracts that entitle the customer to use certain properties (the “Agreements”). The Company is offering a Zone Park Pass (“ZPP”), which can be purchased for one to four zones of the United States and required annual payments in 2012 of $499. Beginning on February 1, 2012, the required annual payments increased to $525. This replaces high cost products that were typically entered into at Properties after tours and lengthy sales presentations. The Company historically incurred significant costs to generate leads, conduct tours and make the sales presentations. A single zone ZPP requires no upfront payment while passes for additional zones require modest upfront payments. Since inception the Company has entered into approximately 22,000 ZPP’s. For the year ended December 31, 2012, the Company entered into approximately 10,100 ZPP’s, or a 36.5% increase from approximately 7,400 for the year ended December 31, 2011. In 2012, the Company initiated a program with RV dealers to feature the Company’s ZPP as part of the dealers’ sales and marketing efforts. In return, the Company provides the dealer with a ZPP membership to give to the dealers’ customers in connection with the purchase of an RV.  Since the inception of the ZPP program with the RV dealers, the Company has activated 1,289 ZPPs and recorded approximately $140,000 of revenue through December 31, 2012.
Existing membership customers may be offered an upgrade Agreement from time-to-time. An upgrade Agreement is currently distinguishable from a new agreement that a customer would enter into by, depending on the type of upgrade, offering (1) increased length of consecutive stay by 50% (i.e. up to 21 days); (2) ability to make earlier advance reservations; (3) discounts on rental units; (4) access to additional Properties, which may include use of sites at non-membership RV Properties and (5) membership in discount travel programs. Each upgrade contract requires a nonrefundable upfront payment. The Company may finance the nonrefundable upfront payment under any Agreement.
The Company actively seeks to acquire additional Properties and currently is engaged in negotiations relating to the possible acquisition of a number of Properties. At any time these negotiations are at varying stages, which may include contracts outstanding, to acquire certain Properties, which are subject to satisfactory completion of the Company’s due diligence review.



33




Property Acquisitions, Joint Ventures and Dispositions
The following chart lists the Properties or portfolios acquired, invested in, or sold since January 1, 2011:
Property
Transaction Date
 
Sites
Total Sites as of January 1, 2011
 
 
111,002

Property or Portfolio (# of Properties in parentheses):
 
 
 
Acquisitions:
 
 
 
2011 Acquisition Properties (35)
July 1, 2011
 
12,044

2011 Acquisition Properties (16)
August 1, 2011
 
7,817

2011 Acquisition Properties (7)
September 1, 2011
 
3,105

2011 Acquisition Properties (2)
October 3, 2011
 
1,573

2011 Acquisition Properties (1)
October 11, 2011
 
521

2011 Acquisition Properties (7)
October 21, 2011
 
2,810

2011 Acquisition Properties (7)
December 7, 2011
 
2,259

Victoria Palms (1)
December 28, 2012
 
1,122

Alamo Palms Resort (1)
December 28, 2012
 
643

Expansion Site Development and other:
 
 
 
Sites added (reconfigured) in 2011
 
 
1

Sites added (reconfigured) in 2012
 
 
(55
)
Dispositions:
 
 
 
Cascade (1)
December 7, 2012
 
(163
)
Total Sites as of December 31, 2012
 
 
142,679


Since January 1, 2011 the gross investment in real estate increased from $2,585 million to $4,172 million as of December 31, 2012, due primarily to the aforementioned acquisitions and dispositions of Properties during the period.
On November 9, 2012, the Company entered a letter of intent with Morgan RV Resorts (“Morgan”), which granted the Company a right of exclusive dealing (“Exclusivity Right”) and a right of first refusal (“ROFR”) with respect to the purchase of 15 of Morgan's RV resorts. On December 13, 2012, Sun Communities, Inc. announced in an SEC filing that certain of its affiliates (collectively, “Sun”) had entered into a contract with Morgan to purchase eleven of those same properties, as a result of which the Company subsequently exercised its ROFR. In a suit initiated by Sun on December 26, 2012 against the Company and Morgan in the Oakland County (Michigan) Circuit Court, the parties are litigating the issue of who has the right to the properties. On February 12, 2013, Sun announced in an SEC filing that it had closed its purchase from Morgan on ten of the eleven properties at issue. The litigation is not expected to have a material adverse impact on our results of operations or financial condition.
Markets
The following table identifies the Company’s largest markets by number of sites and provides information regarding the Company’s Properties (excluding five Properties owned through Joint Ventures).
Major Market
Number of
Properties
 
Total Sites
 
Percent of
Total Sites
 
Percent of Total
Property Operating
Revenues (1)
Florida
117

 
50,959

 
36.5
%
 
39.4
%
Northeast
66

 
23,703

 
17.0
%
 
14.4
%
Midwest
47

 
16,744

 
12.0
%
 
10.5
%
Arizona
39

 
13,851

 
9.9
%
 
9.4
%
California
48

 
13,688

 
9.8
%
 
15.2
%
Texas
17

 
8,965

 
6.4
%
 
2.3
%
Northwest
24

 
5,645

 
4.0
%
 
3.4
%
Colorado
10

 
3,454

 
2.5
%
 
3.2
%
Other
10

 
2,595

 
1.9
%
 
2.2
%
Total
378

 
139,604

 
100.0
%
 
100.0
%
 _____________________
(1)
Property operating revenues for this calculation excludes approximately $14.3 million of property operating revenue not allocated to Properties, which consists primarily of upfront payments from right-to-use contracts.


34




Results of Operations
Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011
Income from Property Operations
The following table summarizes certain financial and statistical data for the Property Operations for all Properties owned and operated for the same period in both years (“Core Portfolio”) and the Total Portfolio for the years ended December 31, 2012 and 2011(amounts in thousands). The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. The Core Portfolio in this comparison of the year ended December 31, 2012 to December 31, 2011 includes all Properties acquired on or prior to December 31, 2010 and which were owned and operated by the Company during the years ended December 31, 2012 and December 31, 2011. Growth percentages exclude the impact of GAAP deferrals of up-front payments from right-to-use contracts entered and related commissions.

 
Core Portfolio
 
Total Portfolio
 
2012
 
2011
 
Increase /
(Decrease)
 
%
Change
 
2012
 
2011
 
Increase /
(Decrease)
 
%
Change
Community base rental income
$
274,362

 
$
266,584

 
$
7,778

 
2.9
 %
 
$
414,170

 
$
318,851

 
$
95,319

 
29.9
 %
Rental home income
8,125

 
6,340

 
1,785

 
28.2
 %
 
14,065

 
7,970

 
6,095

 
76.5
 %
Resort base rental income
133,749

 
130,432

 
3,317

 
2.5
 %
 
134,327

 
130,489

 
3,838

 
2.9
 %
Right-to-use annual payments
47,662

 
49,122

 
(1,460
)
 
(3.0
)%
 
47,662

 
49,122

 
(1,460
)
 
(3.0
)%
Right-to-use contracts current period, gross
13,433

 
17,856

 
(4,423
)
 
(24.8
)%
 
13,433

 
17,856

 
(4,423
)
 
(24.8
)%
Utility and other income
51,657

 
49,552

 
2,105

 
4.2
 %
 
64,432

 
53,843

 
10,589

 
19.7
 %
Property operating revenues, excluding deferrals
528,988

 
519,886

 
9,102

 
1.8
 %
 
688,089

 
578,131

 
109,958

 
19.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating and maintenance
188,542

 
186,947

 
1,595

 
0.9
 %
 
226,952

 
200,623

 
26,329

 
13.1
 %
Rental home operating and maintenance
4,662

 
3,896

 
766

 
19.7
 %
 
7,359

 
4,850

 
2,509

 
51.7
 %
Real estate taxes
32,719

 
32,111

 
608

 
1.9
 %
 
47,623

 
37,619

 
10,004

 
26.6
 %
Sales and marketing, gross
10,841

 
11,218

 
(377
)
 
(3.4
)%
 
10,846

 
11,219

 
(373
)
 
(3.3
)%
Property operating expenses, excluding deferrals and Property management
236,764

 
234,172

 
2,592

 
1.1
 %
 
292,780

 
254,311

 
38,469

 
15.1
 %
Income from property operations, excluding deferrals and Property management
292,224

 
285,714

 
6,510

 
2.3
 %
 
395,309

 
323,820

 
71,489

 
22.1
 %
Property management
33,087

 
33,158

 
(71
)
 
(0.2
)%
 
38,460

 
35,076

 
3,384

 
9.6
 %
Income from property operations, excluding deferrals
$
259,137

 
$
252,556

 
$
6,581

 
2.6
 %
 
$
356,849

 
$
288,744

 
$
68,105

 
23.6
 %
The 2.9% increase in Core community base rental income primarily reflects a 2.3% increase in rates and a 0.6% increase in occupancy. The average monthly base rent per site increased to $567 in 2012 from $554 in 2011. The average occupancy increased to 91.5% in 2012 from 90.9% in 2011.
Resort base rental income is comprised of the following (amounts in thousands): 
 
Core Portfolio
 
Total Portfolio
 
2012
 
2011
 
Increase/
(Decrease)
 
% Change
 
2012
 
2011
 
Increase/
(Decrease)
 
% Change
Annual
$
86,753

 
$
83,324

 
$
3,429

 
4.1
 %
 
$
87,222

 
$
83,328

 
$
3,894

 
4.7
 %
Seasonal
20,982

 
20,670

 
312

 
1.5
 %
 
21,077

 
20,718

 
359

 
1.7
 %
Transient
26,014

 
26,438

 
(424
)
 
(1.6
)%
 
26,028

 
26,443

 
(415
)
 
(1.6
)%
Resort base rental income
$
133,749

 
$
130,432

 
$
3,317

 
2.5
 %
 
$
134,327

 
$
130,489

 
$
3,838

 
2.9
 %
The increase in rental home income and rental home operating and maintenance are discussed in further detail in the Rental Operations table below.
During the year ended December 31, 2012, utility and other income includes the accelerated recognition of $2.1 million of revenue related to the early termination of a multi-year cable service agreement.
The decrease in right-to-use annual payments is primarily due to net attrition in the member base.

35




The Core Portfolio and Total Portfolio property operating revenues for the year ended December 31, 2012 were negatively impacted by the temporary cessation of the entry of right-to-use contracts (membership upgrades) in connection with third party sales force training and the roll out of new membership upgrade products during the year ended December 31, 2012. As a result, membership upgrade sales, which are included in right-to-use contracts current period, gross, were down $4.4 million compared to the year ended December 31, 2011. The decrease in right-to-use contracts for the year ended December 31, 2012 was offset by a $0.4 million decrease in sales and marketing expenses, resulting in a net decline of $4.0 million from these activities compared to the year ended December 31, 2011.
The following growth rate percentages are before property management (amounts in thousands):
 
Core Portfolio
 
Total Portfolio
 
2012
 
2011
 
Increase/
(Decrease)
 
%
Change
 
2012
 
2011
 
Increase/
(Decrease)
 
%
Change
Property operating revenues, excluding Right-to-use contracts current period, gross
$
515,555

 
$
502,030

 
$
13,525

 
2.7
%
 
$
674,656

 
$
560,275

 
$
114,381

 
20.4
%
Property operating expenses, excluding Sales and marketing, gross
225,923

 
222,954

 
2,969

 
1.3
%
 
281,934

 
243,092

 
38,842

 
16.0
%
Income from property operations, excluding Right-to-use contracts current period, gross and Sales and marketing, gross
$
289,632

 
$
279,076

 
$
10,556

 
3.8
%
 
$
392,722

 
$
317,183

 
75,539

 
23.8
%
The increase in Total Portfolio income from property operations is primarily due to the acquisition of the 2011 Acquisition Properties on various dates during the six months ended December 31, 2011. (See Note 19 in the notes to the Consolidated Financial Statements contained in this Form 10-K for details regarding the 2011 Acquisition.)
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales Operations for the years ended December 31, 2012 and 2011 (amounts in thousands, except sales volumes). 
 
2012
 
2011
 
Variance
 
% Change
Gross revenues from new home sales
$
1,698

 
$
2,278

 
$
(580
)
 
(25.5
)%
Cost of new home sales
(1,441
)
 
(2,133
)
 
692

 
(32.4
)%
Gross profit from new home sales
257

 
145

 
112

 
77.2
 %
 
 
 
 
 
 
 
 
Gross revenues from used home sales
6,868

 
3,810

 
3,058

 
80.3
 %
Cost of used home sales
(8,034
)
 
(3,550
)
 
(4,484
)
 
126.3
 %
Gross (loss) profit from used home sales
(1,166
)
 
260

 
(1,426
)
 
(548.5
)%
 
 
 
 
 
 
 
 
Brokered resale revenues and ancillary services revenues, net
3,114

 
3,464

 
(350
)
 
(10.1
)%
Home selling expenses
(1,411
)
 
(1,589
)
 
178

 
(11.2
)%
Income from home sales operations and other
$
794

 
$
2,280

 
$
(1,486
)
 
(65.2
)%
Home sales volumes:
 
 
 
 
 
 
 
New home sales (1)
34

 
51

 
(17
)
 
(33.3
)%
Used home sales (2)
1,412

 
893

 
519

 
58.1
 %
Brokered home resale
914

 
711

 
203

 
28.6
 %
 _____________________
(1)
Includes third party home sales of three for the year ended December 31, 2011.
(2)
Includes third party home sales of one for the year ended December 31, 2011.
Income from home sales operations decreased primarily as a result of decreased profit on used home sales and a decrease in ancillary revenues.


36




Rental Operations
The following table summarizes certain financial and statistical data for manufactured home Rental Operations for the years ended December 31, 2012 and 2011 (dollars in thousands).  
 
2012
 
2011
 
Variance
 
% Change
Manufactured homes:
 
 
 
 
 
 
 
New Home
$
18,382

 
$
12,416

 
$
5,966

 
48.1
%
Used Home
31,846

 
19,460

 
12,386

 
63.6
%
Rental operations revenue (1)
50,228

 
31,876

 
18,352

 
57.6
%
Rental home operating and maintenance
(7,359
)
 
(4,850
)
 
(2,509
)
 
51.7
%
Income from rental operations
42,869

 
27,026

 
15,843

 
58.6
%
Depreciation on rental homes
(6,091
)
 
(4,276
)
 
(1,815
)
 
42.4
%
Income from rental operations, net of depreciation
$
36,778

 
$
22,750

 
$
14,028

 
61.7
%
 
 
 
 
 
 
 
 
Gross investment in new manufactured home rental units
$
108,145

 
$
84,647

 
$
23,498

 
27.8
%
Gross investment in used manufactured home rental units
$
75,705

 
$
58,787

 
$
16,918

 
28.8
%
 
 
 
 
 
 
 
 
Net investment in new manufactured home rental units
$
98,553

 
$
78,121

 
$
20,432

 
26.2
%
Net investment in used manufactured home rental units
$
68,547

 
$
54,653

 
$
13,894

 
25.4
%
 
 
 
 
 
 
 
 
Number of occupied rentals—new, end of period
1,890

 
1,352

 
538

 
39.8
%
Number of occupied rentals—used, end of period
3,934

 
3,071

 
863

 
28.1
%
 _____________________
(1)
Approximately $36.2 million and $23.9 million as of December 31, 2012 and 2011, respectively, are included in Community base rental income in the Property Operations table.
The increase in income from rental operations and depreciation expense is primarily due to the increase in the number of rental units resulting from purchase of additional rental units during 2012 and the acquisition of the 2011 Acquisition Properties on various dates during the six months ended December 31, 2011.
In the ordinary course of business, the Company acquires used homes from customers through purchase, lien, sale or abandonment. In a vibrant new home sale market older homes may be removed from sites and replaced with new homes. In the current environment, however, used homes are rented either in the condition received or after warranted rehabilitation. The Company continues to evaluate rental units and based on improved market conditions may invest in new homes.
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2012 and 2011 (amounts in thousands). 
 
2012
 
2011
 
Variance
 
% Change
Depreciation on real estate and rental homes
$
(104,917
)
 
$
(84,257
)
 
$
(20,660
)
 
24.5
 %
Amortization of in-place leases
(45,122
)
 
(28,479
)
 
(16,643
)
 
58.4
 %
Interest income
10,009

 
7,000

 
3,009

 
43.0
 %
Income from other investments, net
6,793

 
6,452

 
341

 
5.3
 %
General and administrative
(26,744
)
 
(23,833
)
 
(2,911
)
 
12.2
 %
Acquisition costs
(180
)
 
(18,493
)
 
18,313

 
(99.0
)%
Rent control initiatives and other
(1,456
)
 
(2,043
)
 
587

 
(28.7
)%
Interest and related amortization
(124,524
)
 
(99,668
)
 
(24,856
)
 
24.9
 %
Total other expenses, net
$
(286,141
)
 
$
(243,321
)
 
$
(42,820
)
 
17.6
 %

Depreciation on real estate and rental homes, amortization of in-place leases and interest income increased primarily due to the purchase of the 2011 Acquisition Properties on various dates during the six months ended December 31, 2011. General and administrative increased primarily due to increased professional fees due to certain litigation matters (see Note 18 in the Notes to Consolidated Financial Statements contained in this Form 10-K). The decrease in acquisition costs is primarily due to the legal and due diligence fees for the two RV resorts for the year ended December 31, 2012 compared to the purchase of the 2011 Acquisition Properties for the year ended December 31, 2011. Rent control initiatives and other are lower due to decreased activity in the San Rafael legal appeal (see Note 18 in the Notes to Consolidated Financial Statements contained in the Form 10-K). Interest and related amortization increased primarily due to the assumption of approximately $548.0 million of mortgage debt secured by

37




35 of the 2011 Acquisition Properties, the $200.0 million Term Loan originated July 1, 2011, and the $200.0 million of new secured debt originated during the six months ended December 31, 2011.
Income from other investments, net increased primarily due to the $0.5 million increase in the fair value of the contingent consideration of the net asset associated with the 2011 Acquisition Properties. The Company owns both a fee interest and a leasehold interest in a 2,200 site 2011 Acquisition Property. The ground lease contains a purchase option on behalf of the lessee and a put option on behalf of the lessor. The options may be exercised by either party upon the death of the fee holder. The Company is the beneficiary of a escrow funded by the seller with approximately 114,000 shares of the Company’s common stock. The escrow provides for distributions of the escrowed stock on a quarterly basis to protect the Company from future scheduled ground lease payments as well as scheduled increases in the option purchase price over time. In connection with the purchase price allocation associated with the 2011 Acquisition Properties, the Company recorded contingent consideration of approximately $6.7 million related to this escrow. The Company will revalue the asset as of each reporting date and will recognize in earnings any increase or decrease in fair value of the escrow.

Comparison of Year Ended December 31, 2011 to Year Ended December 31, 2010
Income from Property Operations
The following table summarizes certain financial and statistical data for the Property Operations for all Properties owned and operated for the same period in both years (“Core Portfolio”) and the Total Portfolio for the years ended December 31, 2011 and 2010 (amounts in thousands). The Core Portfolio may change from time-to-time depending on acquisitions, dispositions and significant transactions or unique situations. The Core Portfolio in this comparison of the year ended December 31, 2011 to December 31, 2010 includes all Properties acquired on or prior to December 31, 2009 and which were owned and operated by the Company during the years ended December 31, 2011 and December 31, 2010. Growth percentages exclude the impact of GAAP deferrals of up-front payments from right-to-use contracts entered and related commissions. 
 
Core Portfolio
 
Total Portfolio
 
2011
 
2010
 
Increase /
(Decrease)
 
%
Change
 
2011
 
2010
 
Increase /
(Decrease)
 
%
Change
Community base rental income
$
266,584

 
$
259,292

 
$
7,292

 
2.8
 %
 
$
318,851

 
$
259,351

 
$
59,500

 
22.9
 %
Rental home income
6,340

 
4,952

 
1,388

 
28.0
 %
 
7,970

 
4,952

 
3,018

 
60.9
 %
Resort base rental income
129,978

 
129,241

 
737

 
0.6
 %
 
130,489

 
129,481

 
1,008

 
0.8
 %
Right-to-use annual payments
49,050

 
49,788

 
(738
)
 
(1.5
)%
 
49,122

 
49,831

 
(709
)
 
(1.4
)%
Right-to-use contracts current period, gross
17,856

 
19,496

 
(1,640
)
 
(8.4
)%
 
17,856

 
19,496

 
(1,640
)
 
(8.4
)%
Utility and other income
49,406

 
48,288

 
1,118

 
2.3
 %
 
53,843

 
48,357

 
5,486

 
11.3
 %
Property operating revenues, excluding deferrals
519,214

 
511,057

 
8,157

 
1.6
 %
 
578,131

 
511,468

 
66,663

 
13.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating and maintenance
185,799

 
185,148

 
651

 
0.4
 %
 
200,623

 
185,786

 
14,837

 
8.0
 %
Rental home operating and maintenance
3,896

 
3,111

 
785

 
25.2
 %
 
4,850

 
3,111

 
1,739

 
55.9
 %
Real estate taxes
32,055

 
32,042

 
13

 
 %
 
37,619

 
32,110

 
5,509

 
17.2
 %
Sales and marketing, gross
11,214

 
12,606

 
(1,392
)
 
(11.0
)%
 
11,219

 
12,606

 
(1,387
)
 
(11.0
)%
Property operating expenses, excluding deferrals and Property management
232,964

 
232,907

 
57

 
 %
 
254,311

 
233,613

 
20,698

 
8.9
 %
Income from property operations, excluding deferrals and Property management
286,250

 
278,150

 
8,100

 
2.9
 %
 
323,820

 
277,855

 
45,965

 
16.5
 %
Property management
33,118

 
32,658

 
460

 
1.4
 %
 
35,076

 
32,639

 
2,437

 
7.5
 %
Income from property operations, excluding deferrals
$
253,132

 
$
245,492

 
$
7,640

 
3.1
 %
 
$
288,744

 
$
245,216

 
$
43,528

 
17.8
 %
The 2.8% increase in Core community base rental income primarily reflects a 2.2% increase in rates and a 0.6% increase in occupancy. The average monthly base rent per site increased to $554 in 2011 from $542 in 2010. The average occupancy increased to 90.9% in 2011 from 90.4% in 2010.

38




Resort base rental income is comprised of the following (amounts in thousands): 
 
Core Portfolio
 
Total Portfolio
 
2011
 
2010
 
Increase/
(Decrease)
 
% Change
 
2011
 
2010
 
Increase/
(Decrease)
 
% Change
Annual
$
83,252

 
$
79,829

 
$
3,423

 
4.3
 %
 
$
83,329

 
$
79,842

 
$
3,487

 
4.4
 %
Seasonal
20,527

 
21,579

 
(1,052
)
 
(4.9
)%
 
20,717

 
21,598

 
(881
)
 
(4.1
)%
Transient
26,199

 
27,833

 
(1,634
)
 
(5.9
)%
 
26,443

 
28,041

 
(1,598
)
 
(5.7
)%
Resort base rental income
$
129,978

 
$
129,241

 
$
737

 
0.6
 %
 
$
130,489

 
$
129,481

 
$
1,008

 
0.8
 %
The increase in rental home income and rental home operating and maintenance are discussed in further detail in the Rental Operations table below.
The decrease in right-to-use annual payments is primarily due to net attrition in the member base.
The Core Portfolio and Total Portfolio property operating revenues for the years ended December 31, 2011 and 2010 were impacted by the Company’s introduction of low-cost membership products in 2010 and the phase-out of memberships with higher initial upfront payments. The decrease in sales and marketing expenses is due to reduced commissions as a result of reduced high-cost right-to-use contracts activity.
The following growth rate percentages are before property management (amounts in thousands):
 
Core Portfolio
 
Total Portfolio
 
2011
 
2010
 
Increase/
(Decrease)
 
%
Change
 
2011
 
2010
 
Increase/
(Decrease)
 
%
Change
Property operating revenues, excluding Right-to-use contracts current period, gross
$
501,358

 
$
491,561

 
$
9,797

 
2.0
%
 
$
560,275

 
$
491,972

 
$
68,303

 
13.9
%
Property operating expenses, excluding Sales and marketing, gross
221,750

 
220,301

 
1,449

 
0.7
%
 
243,092

 
221,007

 
22,085

 
10.0
%
Income from property operations, excluding Right-to-use contracts current period, gross and Sales and marketing, gross
$
279,608

 
$
271,260

 
$
8,348

 
3.1
%
 
$
317,183

 
$
270,965

 
$
46,218

 
17.1
%
The increase in Total Portfolio income from property operations is primarily due to the acquisition of the 2011 Acquisition Properties during the year ended December 31, 2011. (See Note 19 in the notes to the Consolidated Financial Statements contained in this Form 10-K for details regarding the 2011 Acquisition.)
Home Sales Operations
The following table summarizes certain financial and statistical data for the Home Sales Operations for the years ended December 31, 2011 and 2010 (amounts in thousands, except sales volumes). 
 
2011
 
2010
 
Variance
 
% Change
Gross revenues from new home sales
$
2,278

 
$
2,695

 
$
(417
)
 
(15.5
)%
Cost of new home sales
(2,133
)
 
(2,550
)
 
417

 
(16.4
)%
Gross profit (loss) from new home sales
145

 
145

 

 
 %
 
 
 
 
 
 
 
 
Gross revenues from used home sales
3,810

 
3,425

 
385

 
11.2
 %
Cost of used home sales
(3,550
)
 
(2,846
)
 
(704
)
 
24.7
 %
Gross profit from used home sales
260

 
579

 
(319
)
 
(55.1
)%
 
 
 
 
 
 
 
 
Brokered resale revenues and ancillary services revenues, net
3,464

 
4,408

 
(944
)
 
(21.4
)%
Home selling expenses
(1,589
)
 
(2,078
)
 
489

 
(23.5
)%
Income from home sales operations and other
$
2,280

 
$
3,054

 
$
(774
)
 
(25.3
)%
Home sales volumes:
 
 
 
 
 
 
 
New home sales (1)
51

 
82

 
(31
)
 
(37.8
)%
Used home sales (2)
893

 
795

 
98

 
12.3
 %
Brokered home resale
711

 
673

 
38

 
5.6
 %
 _____________________
(1)
Includes third party home sales of three and 19 for the years ended December 31, 2011 and 2010, respectively.
(2)
Includes third party home sales of one and 10 for the years ended December 31, 2011 and 2010, respectively.

39




Income from home sales operations decreased primarily as a result of decreased profit on used home sales and a decrease in ancillary revenues.
Rental Operations
The following table summarizes certain financial and statistical data for manufactured home Rental Operations for the years ended December 31, 2011 and 2010 (dollars in thousands).
 
 
2011
 
2010
 
Variance
 
% Change
Manufactured homes:
 
 
 
 
 
 
 
New Home
$
12,416

 
$
8,283

 
$
4,133

 
49.9
%
Used Home
19,460

 
12,003

 
7,457

 
62.1
%
Rental operations revenue (1)
31,876

 
20,286

 
11,590

 
57.1
%
Rental home operating and maintenance
(4,850
)
 
(3,111
)
 
(1,739
)
 
55.9
%
Income from rental operations
27,026

 
17,175

 
9,851

 
57.4
%
Depreciation on rental homes
(4,276
)
 
(2,827
)
 
(1,449
)
 
51.3
%
Income from rental operations, net of depreciation
$
22,750

 
$
14,348

 
$
8,402

 
58.6
%
 
 
 
 
 
 
 
 
Gross investment in new manufactured home rental units
$
84,647

 
$
61,525

 
$
23,122

 
37.6
%
Gross investment in used manufactured home rental units
$
58,787

 
$
24,224

 
$
34,563

 
142.7
%
 
 
 
 
 
 
 
 
Net investment in new manufactured home rental units
$
78,121

 
$
57,386

 
$
20,735

 
36.1
%
Net investment in used manufactured home rental units
$
54,653

 
$
21,979

 
$
32,674

 
148.7
%
 
 
 
 
 
 
 
 
Number of occupied rentals—new, end of period
1,352

 
801

 
551

 
68.8
%
Number of occupied rentals—used, end of period
3,071

 
1,644

 
1,427

 
86.8
%
 _____________________
(1)
Approximately $23.9 million and $15.4 million as of December 31, 2011 and 2010, respectively, are included in Community base rental income in the Property Operations table.
The increase in income from rental operations and depreciation expense is primarily due to the increase in the number of rental units resulting from the acquisition of the 2011 Acquisition Properties during the year ended December 31, 2011.
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2011 and 2010 (amounts in thousands). 
 
2011
 
2010
 
Variance
 
% Change
Depreciation on real estate and rental homes
$
(84,257
)
 
$
(70,952
)
 
$
(13,305
)
 
18.8
 %
Amortization of in-place leases
(28,479
)
 

 
(28,479
)
 
100.0
 %
Interest income
7,000

 
4,419

 
2,581

 
58.4
 %
Income from other investments, net
6,452

 
5,740

 
712

 
12.4
 %
General and administrative
(23,833
)
 
(22,559
)
 
(1,274
)
 
5.6
 %
Acquisition costs
(18,493
)
 

 
(18,493
)
 
100.0
 %
Rent control initiatives and other
(2,043
)
 
(2,200
)
 
157

 
(7.1
)%
Impairment

 
(3,635
)
 
3,635

 
(100.0
)%
Interest and related amortization
(99,668
)
 
(91,151
)
 
(8,517
)
 
9.3
 %
Total other expenses, net
$
(243,321
)
 
$
(180,338
)
 
$
(62,983
)
 
34.9
 %

Depreciation on real estate and rental homes, amortization of in-place leases, interest income and interest and related amortization increased primarily due to the purchase of the 2011 Acquisition Properties during the year ended December 31, 2011. Acquisition costs consist primarily of the following costs incurred related to the 2011 Acquisition: seller’s debt defeasance costs, transfer tax, professional fees, and costs related to due diligence items such as title, survey, zoning and environmental. Impairment decreased due to a non-cash write-off of $3.6 million in the year ended December 31, 2010 of goodwill associated with a 2009 acquisition of a Florida internet and media based advertising business.


40




Liquidity and Capital Resources
Liquidity
The Company’s primary demands for liquidity include payment of operating expenses, debt service, including principal and interest, capital improvements on properties, purchasing both new and pre-owned homes, acquisitions of new properties, and dividends. The Company expects these similar demands for liquidity to continue for the short-term and long-term. The commitment to capital improvements on existing assets will be consistent with last year. The Company’s primary sources of cash include operating cash flows, proceeds from financings, borrowings under our line of credit and proceeds from issuance of equity and debt securities. The Company entered into equity distribution agreements with sales agents, pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. The Company has not sold any common stock to date under the equity distribution agreements. In addition, the Company has available liquidity in the form of authorized and unissued preferred stock of approximately 9.9 million shares and authorized common stock in an unallocated shelf registration statement which was automatically effective when filed with the SEC.
One of the Company’s stated objectives is to maintain financial flexibility.  Achieving this objective allows the Company to take advantage of strategic opportunities that may arise.  The Company believes effective management of its balance sheet, including maintaining various access points to raise capital, manage future debt maturities and borrow at competitive rates enable it to meet this objective.  The Company believes it currently has sufficient liquidity, in the form of $37.1 million in available cash and $380.0 million available on its unsecured Line of Credit (“LOC”), to satisfy its near term obligations.
The Company expects to meet its short-term liquidity requirements, including all distributions, generally through net cash provided by operating activities and availability under its existing LOC. The Company considers these resources to be adequate to meet its operating requirements for capital improvements, amortizing debt and payment of dividends and of distributions.
The Company expects to meet certain long-term liquidity requirements such as scheduled debt maturities, property acquisitions and capital improvements by use of its current cash balance, long-term collateralized and uncollateralized borrowings including borrowings under the existing LOC and the issuance of debt securities or additional equity securities in the Company, in addition to net cash provided by operating activities. The Company has approximately $74.4 million of scheduled debt maturities in 2013 (excluding scheduled principal payments on debt maturing in 2013 and beyond). The Company expects to satisfy its 2013 maturities with the existing cash and projected operating cash.
The table below summarizes cash flow activity for the years ended December 31, 2012, 2011, and 2010 (amounts in thousands).
 
 
For the years ended
December 31,
 
 
2012
 
2011
 
2010
Net cash provided by operating activities
 
$
236,459

 
$
175,641

 
$
163,309

Net cash used in investing activities
 
(86,565
)
 
(701,848
)
 
(98,933
)
Net cash (used in) provided by financing activities
 
(183,214
)
 
584,008

 
(196,845
)
Net (decrease) increase in cash and cash equivalents
 
$
(33,320
)
 
$
57,801

 
$
(132,469
)
Operating Activities
Net cash provided by operating activities increased $60.8 million to $236.5 million for the year ended December 31, 2012 from $175.6 million for the year ended December 31, 2011. The increase in cash provided by operating activities is primarily due to an increase in net income from operations of from the 2011 Acquisition Properties acquired on various dates during the last six months of 2011. Net cash provided by operating activities increased $12.3 million to $175.6 million for the year ended December 31, 2011 from $163.3 million for the year ended December 31, 2010. The increase in 2011 was primarily due to an increase in net income net of depreciation expense and amortization of in-place leases.


41




Investing Activities
Net cash used in investing activities was $86.6 million for the year ended December 31, 2012 compared to $701.8 million for the year ended December 31, 2011. Significant components of net cash used in investing activities include:
Approximately $75.3 million paid in 2012 for capital improvements (see table below).
Approximately $24.2 million paid in 2012 for the acquisition of two properties (See Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of the Company's recent acquisitions).
Approximately $7.6 million received in 2012 from the disposition of a rental property (See Note 18 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further discussion of the sale).
Approximate repayments of $5.3 million received in 2012 on notes receivable (See Note 7 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further discussion).
Approximately $62.0 million paid in 2011 for capital improvements (see table below).
Approximately $651.1 million paid in 2011 for real estate and approximately $40.4 million for Notes Receivable related to the 2011 Acquisition Properties (See Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of the Company's recent acquisitions).
Approximately $52.3 million received in 2011 from proceeds related to short-term investments.

Capital improvements
The table below summarizes capital improvements activity for the years ended December 31, 2012, 2011, and 2010 (amounts in thousands).
 
 
For the years ended December 31,(1)
 
 
2012
 
2011
 
2010
Recurring Capital Expenditure (2)
 
$
29,287

 
$
23,315

 
$
20,794

Development (3)
 
920

 
2,467

 
7,008

New home investments
 
29,218

 
28,542

 
12,523

Used home investments
 
15,179

 
7,266

 
7,254

Total Property
 
74,604

 
61,590

 
47,579

Corporate (4)
 
656

 
442

 
1,050

Total Capital improvements
 
$
75,260

 
$
62,032

 
$
48,629

__________________________________________________
(1)
Excludes noncash activity of approximately $0.8 million and $3.7 million for new homes purchased with dealer financing for the years ended December 31, 2011 and 2010 and approximately $5.3 million, $2.7 million and $0.6 million of repossessions for the years ended December 31, 2012, 2011 and 2010, respectively.
(2)
Recurring capital expenditures (“Recurring CapEx”) are primarily comprised of common area improvements, furniture, and mechanical improvements.
(3)
Development primarily represents costs to improve and upgrade Property infrastructure or amenities.
(4)
For the year ended December 31, 2010, this includes approximately $0.7 million spent to renovate the corporate headquarters, of which approximately $0.7 million was reimbursed by the landlord as a tenant allowance.
Financing Activities
Net cash used in financing activities was $183.2 million for the year ended December 31, 2012 compared to net cash provided by financing activities of $584.0 million for the year ended December 31, 2011. Significant components of net cash (used in) and provided by financing activities include:
Approximately $159.5 million of financing proceeds received in 2012 which were offset by pay downs of approximately $137.7 million of maturing mortgages, payments of approximately $29.9 million of amortizing principal debt, and payments of approximately $3.1 million of debt issuance costs (See Note 8 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of the Company's borrowing arrangements).
Approximately $110.8 million of distributions paid in 2012 to common stockholders, common OP unitholders and preferred stockholders, approximately $63.9 million for the redemption of preferred stock and approximately $1.3 million for equity issuance costs, offset by proceeds received of approximately $4.9 million from the exercise of stock options and the sale of shares through the employee stock purchase plan (See Note 4 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of the Company's equity transactions).

42




Approximately $400.0 million of financing proceeds received in 2011 from the Term Loan and new mortgages offset by pay downs of approximately $52.5 million of maturing mortgages, payments of approximately $23.2 million of amortizing principal debt and payments of approximately $15.8 million of debt issuance costs (See Note 8 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of the Company's borrowing arrangements).
Approximately $349.5 million of proceeds received in 2011 from the issuance of common stock, exercise of stock options and the sale of shares through the employee stock purchase plan offset by payments of approximately $72.4 million of distributions to its common stockholders, common OP unitholders, perpetual preferred OP unitholders and preferred stockholders (See Note 4 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a description of the Company's equity transactions).
Contractual Obligations
As of December 31, 2012, the Company was subject to certain contractual payment obligations as described in the table below (dollars in thousands):
 
 
Total
 
2013
 
2014
 
2015
 
2016
 
2017
 
Thereafter
Long Term Borrowings (1)
 
$
2,245,258

 
$
105,052

 
$
161,160

 
$
591,949

 
$
238,626

 
$
302,801

 
$
845,670

Interest Expense (2)
 
557,330

 
120,528

 
111,566

 
100,616

 
65,699

 
54,773

 
104,148

Operating Lease
 
11,837

 
1,247

 
1,290

 
1,327

 
1,349

 
1,372

 
5,252

LOC Maintenance Fee (3)
 
4,232

 
1,140

 
1,140

 
1,140

 
812

 

 

Total Contractual Obligations
 
$
2,818,657

 
$
227,967


$
275,156

 
$
695,032

 
$
306,486

 
$
358,946

 
$
955,070

Weighted average interest rates
 
5.06
%

5.39
%
 
5.38
%
 
5.27
%
 
5.19
%
 
5.63
%
 
5.82
%
 _____________________
(1)
Balance excludes net premiums and discounts of $24.6 million, primarily due to the fair market value adjustment of the assumption of $515.0 million of secured debt from the 2011 Acquisition Properties. Balances include debt maturing and scheduled periodic principal payments
(2)
Amounts include interest expected to be incurred on the Company’s secured debt based on obligations outstanding as of December 31, 2012.
(3)
Assumes the Company will exercise its one year extension option on September 15, 2016 and assumes the Company will maintain its current leverage ratios as defined by the LOC.
The Company does not include insurance, property taxes and cancelable contracts in the contractual obligations table above.
The Company leases land under non-cancelable operating leases at certain of the Properties expiring in various years from 2013 to 2054. The majority of the lease terms require twelve equal payments per year plus additional rents calculated as a percentage of gross revenues. The Colony Cove Property lease requires escalated payments every three months based on the increase in the purchase option, see further detail below. For the years ended December 31, 2012, 2011, and 2010, ground lease rent was approximately $3.3 million, $2.5 million, and $1.9 million, respectively. Minimum future rental payments under the ground leases are approximately $3.4 million for 2013, approximately $1.9 million in each of 2014, 2015, 2016 and 2017 and approximately $13.0 million thereafter. The decrease in future minimum rental payments assumes that the Company will exercise its option to acquire land at the recently acquired Colony Cove Property on January 1, 2014. The option exercise date is subject to certain assumptions and the timing of the option exercise may be before or after January 1, 2014.
With respect to maturing debt, the Company has staggered the maturities of its long-term mortgage debt over an average of approximately five years, with approximately $591.9 million (which is due in 2015) in principal maturities coming due in any single year. The Company believes that it will be able to refinance its maturing debt obligations on a secured or unsecured basis; however, to the extent the Company is unable to refinance its debt as it matures, it believes that it will be able to repay such maturing debt from operating cash flow, asset sales and/or the proceeds from equity issuances. With respect to any refinancing of maturing debt, the Company’s future cash flow requirements could be impacted by significant changes in interest rates or other debt terms, including required amortization payments.
Critical Accounting Policies and Estimates
The Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. The Company believes that the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

43




Long-Lived Assets
Expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve the asset and extend the useful life of the asset are capitalized over their estimated useful life.
In accordance with the Codification Sub-Topic “Impairment or Disposal of Long Lived Assets” (“FASB ASC 360-10-35”), the Company periodically evaluates its long-lived assets to be held and used, including its investments in real estate, for impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal factors. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.
     Real estate investments are subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of our real estate investments. These factors include:
the general economic climate;
competition from other housing options;
local conditions, such as an increase in unemployment;
changes in governmental regulations and the related cost of compliance; and
changes in market rental rates.
Any adverse changes in these factors could cause an impairment in our assets, including real estate and investments in unconsolidated joint venture partnerships.
For long-lived assets to be held and used, if an impairment indicator exists, the Company compares the expected future undiscounted cash flows against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the carrying amount in excess of the estimated fair value, if any, of the asset. For the periods presented, no impairment losses were recorded.
For Properties to be disposed of, an impairment loss is recognized when the fair value of the Property, less the estimated cost to sell, is less than the carrying amount of the Property measured at the time the Company has made the decision to dispose of the Property, has a commitment to sell the Property and/or is actively marketing the Property for sale. A Property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less costs to sell. Subsequent to the date that a Property is held for disposition, depreciation expense is not recorded. The Company accounts for its Properties held for disposition in accordance with FASB ASC 360-10-35. Accordingly, the results of operations for all assets sold or held for sale are classified as discontinued operations in all periods presented, as applicable.
Revenue Recognition
The Company accounts for leases with its customers as operating leases. Rental income is recognized over the term of the respective lease or the length of a customer’s stay, the majority of which are for a term of not greater than one year. The Company evaluates all amounts receivable from customers and an allowance is established for amounts greater than 30 days past due. The Company’s allowance for uncollectible rents receivable was approximately $4.7 million and $4.9 million as of December 31, 2012 and 2011, respectively. The Company will continue to monitor and assess these receivables and changes in required allowances may occur in the future due to changes in the market environment.
The Company accounts for the entry of right-to-use contracts in accordance with the Codification Topic “Revenue Recognition” (“FASB ASC 605”). A right-to-use contract gives the customer the right to a set schedule of usage at a specified group of Properties. Customers may choose to upgrade their contracts to increase their usage and the number of Properties they may access. A contract requires the customer to make annual payments during the term of the contract and may require an upfront nonrefundable payment. The stated term of a right-to-use contract is at least one year and the customer may renew his contract by continuing to make the annual payments. The Company will recognize the upfront non-refundable payments over the estimated customer life which, based on historical attrition rates, the Company has estimated to be from one to 31 years. For example, the Company has currently estimated that 7.9% of customers who enter a new right-to-use contract will terminate their contract after five years. Therefore, the upfront nonrefundable payments from 7.9% of the contracts entered in any particular period are amortized on a straight-line basis over a period of five years as five years is the estimated customer life for 7.9% of the Company’s customers who enter a contract. The historical attrition rates for upgrade contracts are lower than for new contracts, and therefore, the nonrefundable upfront payments for upgrade contracts are amortized at a different rate than for new contracts. The decision to recognize this revenue in accordance with FASB ASC 605 was made after corresponding during September and October 2008 with the Office of the Chief Accountant at the SEC.
The Company continues to monitor customer lives based on historical attrition rates and changes in revenue recognized may occur in the future due to changes in customer behavior.

44




Right-to-use annual payments by customers under the terms of the right-to-use contracts are deferred and recognized ratably over the one year period in which access to sites at certain Properties are provided.
Notes and Contracts Receivable
Notes receivable generally are stated at their outstanding unpaid principal balances net of any deferred fees or costs on originated loans, unamortized discounts or premiums, and an allowance. Interest income is accrued on the unpaid principal balance. Discounts or premiums are amortized to income using the interest method. In certain cases the Company finances the sales of homes to its customers (referred to as “Chattel Loans”) which loans are secured by the homes. The valuation of an allowance for doubtful accounts for the Chattel Loans is calculated based on delinquency trends, average annual default rates, loss rates, and the current estimated market value of the underlying manufactured home collateral.
During the year ended December 31, 2011, the Company purchased Chattel Loans that were recorded at fair value at the time of acquisition under the Codification Topic “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“FASB ASC 310-30”). (See Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a detailed description of our 2011 Acquisition.) The fair value of these Chattel Loans included an estimate of losses that are expected to be incurred over the estimated remaining lives of the receivables, and therefore no allowance for losses was recorded for these Chattel Loans. The fair value is estimated based on a number of factors including customer delinquency status, credit scores, the original down payment amount and below-market stated interest rates. Through December 31, 2012, the short-term historical performance of these loans has indicated a default rate of 23% and a recovery rate of 26%, which are slightly higher than originally estimated. Management regularly reviews these assumptions and may adjust its estimates as needed as more information becomes available. A probable decrease in management’s expectation of future cash collections related to these Chattel Loans could result in the need to record an allowance for credit losses in the future. Due to the size of the Chattel Loan pool and maturity dates ranging up to 29 years, future credit losses or changes to interest income could be significant.
 
The Company also provides financing for nonrefundable up-front payments on sales of new or upgrades of right-to-use contracts (“Contracts Receivable”). Based upon historical collection rates and current economic trends, when an up-front payment is financed, a reserve is established for a portion of the Contracts Receivable balance estimated to be uncollectible. The reserve and the rate at which the Company provides for losses on its Contracts Receivable could be increased or decreased in the future based on its actual collection experience. (See Note 7 in the Notes to Consolidated Financial Statements contained in this Form 10-K.)
Certain of the Company’s Contracts Receivable were recorded at fair value at the time of acquisition under the FASB ASC 310-30. The fair value of these Contracts Receivable included an estimate of losses that were expected to be incurred over the estimated life of the Contracts Receivable, and therefore no allowance for losses was recorded for these Contracts Receivable as of the transaction date. Through December 31, 2012, the credit performance of these Contracts Receivable has been better than the assumptions used in determining its initial fair value, and the Company regularly updates its expectations regarding the amounts and timing of future cash flows.
Financial instruments that potentially could subject the Company to significant concentrations of credit risk consist principally of notes receivable. Concentrations of credit risk with respect to notes receivable are limited due to the size of the receivable and geographic diversity of the underlying Properties.
Off Balance Sheet Arrangements
The Company does not have any off balance sheet arrangements with any unconsolidated investments or joint ventures that it believes have or are reasonably likely to have a material effect on its financial condition, results of operations, liquidity or capital resources.
Inflation
Substantially all of the leases at the Properties allow for monthly or annual rent increases which provide the Company with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize the risks of inflation to the Company. In addition, the Company's resort Properties are not generally subject to leases and rents are established for these sites on an annual basis. The Company's right-to-use contracts generally provide for an annual dues increase, but dues may be frozen under the terms of certain contracts if the customer is over 61 years old.


45




Funds From Operations
Funds from Operations (“FFO”) is a non-GAAP financial measure. The Company believes FFO, as defined by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), is generally an appropriate measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.
The Company defines FFO as net income, computed in accordance with GAAP, excluding gains or actual or estimated losses from sales of properties, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. The Company receives up-front non-refundable payments from the entry of right-to-use contracts. In accordance with GAAP, the upfront non-refundable payments and related commissions are deferred and amortized over the estimated customer life. Although the NAREIT definition of FFO does not address the treatment of nonrefundable right-to-use payments, the Company believes that it is appropriate to adjust for the impact of the deferral activity in its calculation of FFO. The Company believes that FFO is helpful to investors as one of several measures of the performance of an equity REIT. The Company further believes that by excluding the effect of depreciation, amortization and gains or actual or estimated losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. The Company believes that the adjustment to FFO for the net revenue deferral of upfront non-refundable payments and expense deferral of right-to-use contract commissions also facilitates the comparison to other equity REITs. Investors should review FFO, along with GAAP net income and cash flow from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. The Company computes FFO in accordance with its interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Company does. FFO does not represent cash generated from operating activities in accordance with GAAP, nor does it represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of the Company’s financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of its liquidity, nor is it indicative of funds available to fund our cash needs, including its ability to make cash distributions.
The following table presents a calculation of FFO for the years ended December 31, 2012, 2011 and 2010 (amounts in thousands):
 
 
2012
 
2011
 
2010
Computation of funds from operations:
 
 
 
 
 
Net income available for common shares
$
54,778

 
$
22,775

 
$
38,354

Income allocated to common OP Units
5,067

 
3,105

 
5,903

Series B Redeemable Preferred Stock Dividends

 
466

 

Right-to-use contract upfront payments, deferred, net
6,694

 
11,936

 
14,856

Right-to-use contract commissions, deferred, net
(3,155
)
 
(4,789
)
 
(5,525
)
Depreciation on real estate assets
98,826

 
79,981

 
68,125

Depreciation on rental homes
6,091

 
4,276

 
2,827

Amortization of in-place leases
45,122

 
28,479

 

Depreciation on unconsolidated joint ventures
1,166

 
1,228

 
1,218

Gain on sale of property, net of tax
(4,596
)
 

 
231

Funds from operations available for common shares
$
209,993

 
$
147,457

 
$
125,989

Weighted average common shares outstanding—fully diluted
45,431

 
40,330

 
35,518





46




Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and interest rates. The Company’s earnings, cash flows and fair values relevant to financial instruments are dependent on prevailing market interest rates. The primary market risk the Company faces is long-term indebtedness, which bears interest at fixed and variable rates. The fair value of the Company’s long-term debt obligations is affected by changes in market interest rates. At December 31, 2012, approximately 100% or approximately $2.1 billion of the Company’s outstanding secured debt had fixed interest rates with scheduled maturities from 2013 to 2023, which minimizes the market risk until the debt matures. For each increase in interest rates of 1% (or 100 basis points), the fair value of the total outstanding debt would decrease by approximately $100.7 million. For each decrease in interest rates of 1% (or 100 basis points), the fair value of the total outstanding debt would increase by approximately $106.0 million. If interest rates were to increase or decrease by 1%, there would be no effect on interest expense or cash flows as the outstanding secured debt has fixed interest rates.
The Company’s $200.0 million Term Loan has variable rates based on LIBOR plus 1.85% to 2.80% per annum, which the Company fixed the underlying LIBOR rate at 1.11% per annum for the first three years.
FORWARD-LOOKING STATEMENTS
This report includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding the Company’s expectations, goals or intentions regarding the future, and the expected effect of the recent acquisitions on the Company. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
the Company’s ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of sites by customers and its success in acquiring new customers at its Properties (including those that it may acquire);
the Company’s ability to maintain historical rental rates and occupancy with respect to Properties currently owned or that the Company may acquire;
the Company’s ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;
the Company’s assumptions about rental and home sales markets;
the Company’s ability to manage counterparty risk;
in the age-qualified Properties, home sales results could be impacted by the ability of potential homebuyers to sell their existing residences as well as by financial, credit and capital markets volatility;
results from home sales and occupancy will continue to be impacted by local economic conditions, lack of affordable manufactured home financing and competition from alternative housing options including site-built single-family housing;
impact of government intervention to stabilize site-built single family housing and not manufactured housing;
effective integration of the recent acquisitions and the Company’s estimates regarding the future performance of recent acquisitions;
unanticipated costs or unforeseen liabilities associated with the recent acquisitions;
ability to obtain financing or refinance existing debt on favorable terms or at all;
the effect of interest rates;
the dilutive effects of issuing additional securities;
the effect of accounting for the entry of contracts with customers representing a right-to-use the Properties under the Codification Topic “Revenue Recognition;” and
other risks indicated from time to time in the Company’s filings with the Securities and Exchange Commission.
These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

Item 8. Financial Statements and Supplementary Data
See Index to Consolidated Financial Statements on page F-1 of this Form 10-K.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.


47




Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), maintains a system of disclosure controls and procedures, designed to provide reasonable assurance that information the Company is required to disclose in the reports that the Company files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.
The Company’s management with the participation of the Chief Executive Officer and the Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2012. Based on that evaluation as of the end of the period covered by this annual report, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder as of December 31, 2012.
Changes in Internal Control Over Financial Reporting
There were no material changes in the Company’s internal control over financial reporting during the year ended December 31, 2012.
Report of Management on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on management’s assessment, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework.”
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 has been audited by the Company’s independent registered public accounting firm, as stated in their report on Page F-2 of the Consolidated Financial Statements.

Item 9B. Other Information
Pursuant to the authority granted in the Stock Option and Award Plan, in November 2012 the Compensation Committee approved the annual award of stock options to be granted to the Chairman of the Board, the Compensation Committee Chairperson and Lead Director, the Executive Committee Chairperson, and the Audit Committee Chairperson and Audit Committee Financial Expert on January 31, 2013 for services rendered in 2012. On January 31, 2013, Mr. Samuel Zell was awarded options to purchase 100,000 shares of common stock, which he elected to receive as 20,000 shares of restricted common stock, for services rendered as Chairman of the Board; Mrs. Sheli Rosenberg was awarded options to purchase 25,000 shares of common stock, which she elected to receive as 5,000 shares of restricted common stock, for services rendered as Lead Director and Chairperson of the Compensation Committee; Mr. Howard Walker was awarded options to purchase 15,000 shares of common stock, which he elected to receive as 3,000 shares of restricted common stock, for services rendered as Chairperson of the Executive Committee; and Mr. Philip Calian was awarded options to purchase 15,000 shares of common stock, which he elected to receive as 3,000 shares of restricted common stock, for services rendered as Audit Committee Financial Expert and Audit Committee Chairperson. One-third of the options to purchase common stock and the shares of restricted common stock covered by these awards vests on each of December 31, 2013, December 31, 2014 and December 31, 2015.

48




PART III
Items 10 and 11 Directors, Executive Officers and Corporate Governance, and Executive Compensation
The information required by Item 10 and 11 will be contained in the Proxy Statement on Schedule 14A for the 2013 Annual Meeting and is therefore incorporated by reference, and thus Item 10 and 11 has been omitted in accordance with General Instruction G.(3) to Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information regarding securities authorized for issuance under equity compensation plans required by Item 12 follows: 
Plan Category
Number of securities to
be Issued upon Exercise
of Outstanding  Options,
Warrants and Rights
(a)
 
Weighted-average Exercise Price of Outstanding Options, Warrants and Rights
 
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1)
552,800

 
43.56

 
654,346

Equity compensation plans not approved by security holders (2)
N/A

 
N/A

 
274,639

Total
552,800

 
43.56

 
928,985

_________________________________ 
(1)
Includes shares of common stock under the Company’s Stock Option and Award Plan adopted in December 1992, and amended and restated from time to time, most recently amended effective March 23, 2001. The Stock Option and Award Plan and certain amendments thereto were approved by the Company’s stockholders.
(2)
Represents shares of common stock under the Company’s Employee Stock Purchase Plan, which was adopted by the Board of Directors in July 1997, as amended in May 2006. Under the Employee Stock Purchase Plan, eligible employees make monthly contributions which are used to purchase shares of common stock at a purchase price equal to 85% of the lesser of the closing price of a share of common stock on the first or last trading day of the purchase period. Purchases of common stock under the Employee Stock Purchase Plan are made on the first business day of the next month after the close of the purchase period. Under New York Stock Exchange rules then in effect, stockholder approval was not required for the Employee Stock Purchase Plan because it is a broad-based plan available generally to all employees.
The information required by Item 403 of Regulation S-K “Security Ownership of Certain Beneficial Owners and Management” required by Item 12 will be contained in the Proxy Statement on Schedule 14A for the 2012 Annual Meeting and is therefore incorporated by reference, and thus has been omitted in accordance with General Instruction G.(3) to Form 10-K.
Items 13 and 14 Certain Relationships and Related Transactions, and Director Independence, and Principal Accountant Fees and Services
The information required by Item 13 and Item 14 will be contained in the Proxy Statement on Schedule 14A for the 2013 Annual Meeting and is therefore incorporated by reference, and thus Item 13 and 14 has been omitted in accordance with General Instruction G.(3) to Form 10-K.


49




PART IV
Item 15. Exhibits and Financial Statements Schedules

1.
Financial Statements
See Index to Financial Statements and Schedule on page F-1 of this Form 10-K.

2.
Financial Statement Schedule
See Index to Financial Statements and Schedule on page F-1 of this Form 10-K.

3.
Exhibits:

In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and its other public filings, which are available without charge through the SEC’s website at http://www.sec.gov. 
2.1(k)
Purchase and Sale Agreement, dated May 31, 2011, by and among, MHC Operating Limited Partnership, a subsidiary of Equity LifeStyle Properties, Inc., and the entities listed as “Sellers” on the signature page thereto
 
 
2.2(k)
Purchase and Sale Agreement, dated May 31, 2011, by and among MH Financial Services, L.L.C., Hometown America Management, L.L.C., Hometown America Management, L.P., and Hometown America Management Corp., as sellers, and Realty Systems, Inc. and MHC Operating Limited Partnership, collectively, as purchaser
 
 
3.1(f)
Amended and Restated Articles of Incorporation of Equity Lifestyle Properties, Inc. effective May 15, 2007
 
 
3.4(g)
Second Amended and Restated Bylaws effective August 8, 2007
 
 
3.7(q)
Articles Supplementary designating the Company’s 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $2,500.00 per share, par value $0.01 per share
 
 
4.3(i)
Form of Specimen Stock Certificate Evidencing the Common Stock of Equity LifeStyle Properties, Inc., par value $0.01 per share
 
 
4.5(l)
Registration Rights Agreement, entered into by and between Equity LifeStyle Properties, Inc. and Hometown America, L.L.C. dated July 1, 2011
 
 
4.6(o)
Form of Depositary Agreement, among the Company, American Stock Transfer & Trust Company, LLC, as Depositary, and the holders from time to time of the Depositary Shares
 
 
4.7(q)
Specimen Stock Certificate Evidencing the Company’s 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $2,500.00 per share, par value $0.01 per share
 
 
4.8(q)
Specimen Receipt Evidencing the Depositary Shares
 
 
10.4(a)
Second Amended and Restated MHC Operating Limited Partnership Agreement of Limited Partnership, dated March 15, 1996
 
 
10.5(d)
Amendment to Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership, dated February 27, 2004
 
 
10.10(b)
Form of Manufactured Home Communities, Inc. 1997 Non-Qualified Employee Stock Purchase Plan
 
 





10.11(c)
Amended and Restated Manufactured Home Communities, Inc. 1992 Stock Option and Stock Award Plan effective March 23, 2001
 
 
10.33(e)
Amendment of Non-Qualified Employee Stock Purchase Plan dated May 3, 2006
 
 
10.34(e)
Form of Indemnification Agreement
 
 
10.43(h)
Form of Trust Agreement Establishing Howard Walker Deferred Compensation Trust, dated December 8, 2000
 
 
10.46(j)
Amended and Restated Credit Agreement ($380 million Unsecured Revolving Facility) dated May 19, 2011
 
 
10.49(j)
Amended and Restated Guaranty dated May 19, 2011
 
 
10.50(m)
Term Loan Agreement, dated July 1, 2011, by and among the Company, the Operating Partnership, Wells Fargo Securities, LLC, Bank of America, N.A., Wells Fargo Bank, National Association and each of the financial institutions initially a signatory thereto together with their successors and assignees
 
 
10.51(m)
Guaranty, dated July 1, 2011, by and among the Company, MHC Trust, MHC T1000 Trust and Wells Fargo Bank, National Association
 
 
10.53(n)
Third Amendment to the Amended and Restated Credit Agreement, dated July 20, 2012, by and among the Company, MHC Operating Limited Partnership, Wells Fargo Bank, N.A. and each of the Lenders set forth therein
 
 
10.54(n)
Guarantor Acknowledgment, dated July 20, 2012, by and among the Company, MHC Trust, MHC T1000 Trust, Wells Fargo Bank, N.A. and each of the Lenders set forth therein
 
 
10.55(p)
Equity Distribution Agreement, dated September 6, 2012, by and among the Company, the Operating Partnership and RBC Capital Markets, LLC
 
 
10.56(p)
Equity Distribution Agreement, dated September 6, 2012, by and among the Company, the Operating Partnership and RBS Securities Inc.
 
 
10.57(p)
Equity Distribution Agreement, dated September 6, 2012, by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC
 
 
10.58(p)
Equity Distribution Agreement, dated September 6, 2012, by and among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
 
12(r)
Computation of Ratio of Earnings to Fixed Charges
 
 
14(e)
Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy, dated July 2006
 
 
21(r)
Subsidiaries of the registrant
 
 
23(r)
Consent of Independent Registered Public Accounting Firm
 
 
24.1(r)
Power of Attorney for Philip C. Calian dated February 19, 2013
 
 
24.2(r)
Power of Attorney for David J. Contis dated February 15, 2013
 
 
24.3(r)
Power of Attorney for Thomas E. Dobrowski dated February 19, 2013
 
 
24.4(r)
Power of Attorney for Sheli Z. Rosenberg dated February 18, 2013
 
 
24.5(r)
Power of Attorney for Howard Walker dated February 21, 2013
 
 
24.6(r)
Power of Attorney for Gary Waterman dated February 19, 2013
 
 
24.7(r)
Power of Attorney for Samuel Zell dated February 21, 2013
 
 
24.8(r)
Power of Attorney for Thomas P. Heneghan dated February 21, 2013
 
 
31.1(r)
Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002
 
 
31.2(r)
Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002
 
 
32.1(r)
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
 
 
32.2(r)
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
 
 

51




101
The following materials from Equity LifeStyle Properties, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statements of Cash Flow, and (iv) the Notes to Consolidated Financial Statements.

The following documents are incorporated herein by reference.
 
(a) 
Included as an exhibit to the Company’s Report on Form 10-Q for the quarter ended June 30, 1996
(b) 
Included as Exhibit A to the Company’s definitive Proxy Statement dated March 28, 1997, relating to Annual Meeting of Stockholders held on May 13, 1997
(c) 
Included as Appendix A to the Company’s Definitive Proxy Statement dated March 30, 2001
(d) 
Included as an exhibit to the Company’s Report on Form 10-K dated December 31, 2005
(e) 
Included as an exhibit to the Company’s Report on Form 10-K dated December 31, 2006
(f) 
Included as an exhibit to the Company’s Report on Form 8-K dated May 18, 2007
(g) 
Included as an exhibit to the Company’s Report on Form 8-K dated August 8, 2007
(h) 
Included as an exhibit to the Company’s Report on Form 8-K dated December 8, 2000, filed on September 25, 2008
(i) 
Included as an exhibit to the Company’s Report on Form S-3 ASR dated May 6, 2009
(j) 
Included as an exhibit to the Company’s Report on Form 8-K dated May 19, 2011
(k) 
Included as an exhibit to the Company’s Report on Form 8-K dated May 31, 2011
(l) 
Included as an exhibit to the Company’s Report on Form 10-Q dated June 30, 2011
(m) 
Included as an exhibit to the Company’s Report on Form 8-K dated July 1, 2011
(n) 
Included as an exhibit to the Company’s Report on Form 8-K dated July 20, 2012
(o) 
Included as an exhibit to the Company’s Schedule TO/13E-3 dated August 23, 2012
(p) 
Included as an exhibit to the Company’s Report on Form 8-K dated September 6, 2012
(q) 
Included as an exhibit to the Company’s Form 8-A dated September 14, 2012
(r) 
Filed herewith


52




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
 
 
 
 
 
 
 
EQUITY LIFESTYLE PROPERTIES, INC.,
a Maryland corporation
 
 
 
 
Date:
February 28, 2013
 
By:
/s/    MARGUERITE NADER        
 
 
 
 
Marguerite Nader
 
 
 
President and Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
Date:
February 28, 2013
 
By:
/s/    PAUL SEAVEY       
 
 
 
 
Paul Seavey
 
 
 
 
Senior Vice President, Chief Financial
Officer and Treasurer
 
 
 
 
(Principal Financial Officer)
 
 
 
 
Date:
February 28, 2013
 
By:
/s/    THOMAS C. NOVOSEL        
 
 
 
 
Thomas C. Novosel
 
 
 
 
Senior Vice President and
Chief Accounting Officer
 
 
 
 
(Principal Accounting Officer)

53




Equity LifeStyle Properties, Inc.—Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. 
 
 
 
 
 
Name
  
Title
 
Date
 
 
 
/s/  MARGUERITE NADER
  
President and Chief Executive Officer (Principal Executive Officer) *Attorney in Fact
 
February 28, 2013
Marguerite Nader
 
 
 
 
 
 
 
/s/  PAUL SEAVEY
  
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) *Attorney in Fact
 
February 28, 2013
Paul Seavey
 
 
 
 
 
 
 
/s/  THOMAS C. NOVOSEL
 
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
 
February 28, 2013
Thomas C. Novosel
 
 
 
 
 
 
 
 
 
*SAMUEL ZELL
  
Chairman of the Board
 
February 28, 2013
Samuel Zell
 
 
 
 
 
 
 
*HOWARD WALKER
  
Co-Vice-Chairman of the Board
 
February 28, 2013
Howard Walker
 
 
 
 
 
 
 
*THOMAS P. HENEGHAN
  
Co-Vice-Chairman of the Board
 
February 28, 2013
Thomas P. Heneghan
 
 
 
 
 
 
 
*PHILIP C. CALIAN
  
Director
 
February 28, 2013
Philip C. Calian
 
 
 
 
 
 
 
*DAVID J. CONTIS
  
Director
 
February 28, 2013
David J. Contis
 
 
 
 
 
 
 
 
 
*THOMAS E. DOBROWSKI
 
Director
 
February 28, 2013
Thomas E. Dobrowski
 
 
 
 
 
 
 
* SHELI Z. ROSENBERG
  
Director
 
February 28, 2013
Sheli Z. Rosenberg
 
 
 
 
 
 
 
*GARY WATERMAN
  
Director
 
February 28, 2013
Gary Waterman
 
 
 
 


54






INDEX TO FINANCIAL STATEMENTS
EQUITY LIFESTYLE PROPERTIES, INC.
 
 
Page
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
 
 
Consolidated Balance Sheets as of December 31, 2012 and 2011
 
 
 
 
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
 
 
 
 
Consolidated Statements of Changes in Equity for the years ended December 31, 2012, 2011 and 2010    
 
 
 
 
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010    
 
 
 
 
Notes to Consolidated Financial Statements
 
 
 
 
Schedule III—Real Estate and Accumulated Depreciation
 
 
 
 
                                
Note that certain schedules have been omitted, as they are not applicable to the Company.
 

F-1





Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity Lifestyle Properties, Inc.
We have audited Equity Lifestyle Properties, Inc’s (Equity Lifestyle Properties or the Company) internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Equity Lifestyle Properties’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Equity Lifestyle Properties, Inc., maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2012, and financial statement schedule listed in the index to financial statements, of Equity Lifestyle Properties, Inc., and our report dated February 28, 2013, expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
February 28, 2013
 


F-2




Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Equity Lifestyle Properties, Inc.
We have audited the accompanying consolidated balance sheets of Equity Lifestyle Properties, Inc. (Equity Lifestyle Properties or the Company), as of December 31, 2012 and 2011, and the related consolidated statements of income and comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedule listed in the index to financial statements. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Equity Lifestyle Properties at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Equity Lifestyle Properties’ internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2013 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
February 28, 2013

 


F-3




Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
As of December 31, 2012 and 2011
(amounts in thousands, except for share and per share data)
 
December 31,
2012
 
December 31,
2011
Assets
 
 
 
Investment in real estate:
 
 
 
Land
$
1,019,581

 
$
1,018,521

Land improvements
2,624,218

 
2,591,225

Buildings and other depreciable property
527,718

 
470,403

 
4,171,517

 
4,080,149

Accumulated depreciation
(963,657
)
 
(813,926
)
Net investment in real estate
3,207,860

 
3,266,223

Cash
37,140

 
70,460

Notes receivable, net
53,172

 
64,239

Investment in joint ventures
8,420

 
8,557

Rents and other customer receivables, net
1,206

 
1,155

Deferred financing costs, net
20,696

 
23,039

Retail inventory
1,569

 
2,172

Deferred commission expense
22,842

 
19,687

Escrow deposits, goodwill and other assets, net
45,321

 
40,569

Total Assets
$
3,398,226

 
$
3,496,101

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Mortgage notes payable
$
2,069,866

 
$
2,084,683

Term loan
200,000

 
200,000

Unsecured lines of credit

 

Accrued payroll and other operating expenses
63,736

 
62,062

Deferred revenue—upfront payments from right-to-use contracts
62,979

 
56,285

Deferred revenue—right-to-use annual payments
11,088

 
11,877

Accrued interest payable
10,548

 
10,737

Rents and other customer payments received in advance and security deposits
55,707

 
54,234

Distributions payable

 
16,943

Total Liabilities
2,473,924

 
2,496,821

Commitments and contingencies
 
 
 
8.034% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, 8,000,000 shares authorized, issued and outstanding as of December 31, 2011, at liquidation value

 
200,000

Equity:
 
 
 
Stockholders’ Equity:
 
 
 
Preferred stock, $0.01 par value 9,945,539 and 2,000,000 shares authorized as of December 31, 2012 and 2011, respectively; none issued and outstanding as of December 31, 2012 and 2011, respectively

 

6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, 54,461 shares authorized and 54,458 issued and outstanding as of December 31, 2012, at liquidation value
136,144

 

Common stock, $0.01 par value 100,000,000 shares authorized; 41,596,655 and 41,078,200 shares issued and outstanding as of December 31, 2012 and 2011, respectively
416

 
412

Paid-in capital
1,012,930

 
998,483

Distributions in excess of accumulated earnings
(287,652
)
 
(270,021
)
Accumulated other comprehensive loss
(2,590
)
 
(2,547
)
Total Stockholders’ Equity
859,248

 
726,327

Non-controlling interests – Common OP Units
65,054

 
72,953

Total Equity
924,302

 
799,280

Total Liabilities and Equity
$
3,398,226

 
$
3,496,101





The accompanying notes are an integral part of the financial statements.

F-4




Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
For the Years Ended December 31, 2012, 2011, and 2010
(amounts in thousands, except for share and per share data)
 
2012
 
2011
 
2010
Revenues:
 
 
 
 
 
Community base rental income
$
414,170

 
$
318,851

 
$
259,351

Rental home income
14,065

 
7,970

 
4,952

Resort base rental income
134,327

 
130,489

 
129,481

Right-to-use annual payments
47,662

 
49,122

 
49,831

Right-to-use contracts current period, gross
13,433

 
17,856

 
19,496

Right-to-use contracts, deferred, net of prior period amortization
(6,694
)
 
(11,936
)
 
(14,856
)
Utility and other income
64,432

 
53,843

 
48,357

Gross revenues from home sales
8,566

 
6,088

 
6,120

Brokered resale revenues and ancillary services revenues, net
3,114

 
3,464

 
4,408

Interest income
10,009

 
7,000

 
4,419

Income from other investments, net
6,793

 
6,452

 
5,740

Total revenues
709,877

 
589,199

 
517,299

Expenses:
 
 
 
 
 
Property operating and maintenance
226,952

 
200,623

 
185,786

Rental home operating and maintenance
7,359

 
4,850

 
3,111

Real estate taxes
47,623

 
37,619

 
32,110

Sales and marketing, gross
10,846

 
11,219

 
12,606

Sales and marketing, deferred commissions, net
(3,155
)
 
(4,789
)
 
(5,525
)
Property management
38,460

 
35,076

 
32,639

Depreciation on real estate assets and rental homes
104,917

 
84,257

 
70,952

Amortization of in-place leases
45,122

 
28,479

 

Cost of home sales
9,475

 
5,683

 
5,396

Home selling expenses
1,411

 
1,589

 
2,078

General and administrative
26,744

 
23,833

 
22,559

Acquisition costs
180

 
18,493

 

Rent control initiatives and other
1,456

 
2,043

 
2,200

Goodwill impairment

 

 
3,635

Interest and related amortization
124,524

 
99,668

 
91,151

Total expenses
641,914

 
548,643

 
458,698

         Income before equity in income of unconsolidated joint ventures and gain (loss) on sale of property
67,963

 
40,556

 
58,601

    Equity in income of unconsolidated joint ventures
1,899

 
1,948

 
2,027

Gain (loss) on sale of property, net of tax
4,596

 

 
(231
)
Consolidated net income
74,458

 
42,504

 
60,397

Income allocated to non-controlling interests – Common OP Units
(5,067
)
 
(3,105
)
 
(5,903
)
Income allocated to non-controlling interests – Perpetual Preferred OP Units

 
(2,801
)
 
(16,140
)
Series A Redeemable Perpetual Preferred Stock Dividends
(11,704
)
 
(13,357
)
 

Series B Redeemable Preferred Stock Dividends

 
(466
)
 

Series C Redeemable Perpetual Preferred Stock Dividends
(2,909
)
 

 

Net income available for Common Shares
$
54,778

 
$
22,775

 
$
38,354

 
 
 
 
 
 
Consolidated net income
$
74,458

 
$
42,504

 
$
60,397

Other comprehensive loss:
 
 
 
 
 
Adjustment for fair market value of swap
(43
)
 
(2,547
)
 

Consolidated comprehensive income
74,415

 
39,957

 
60,397

Comprehensive income allocated to non-controlling interests – Common OP Units
(5,061
)
 
(2,866
)
 
(5,903
)
Comprehensive income allocated to non-controlling interests – Perpetual Preferred OP Units

 
(2,801
)
 
(16,140
)
Series A Redeemable Perpetual Preferred Stock Dividends
(11,704
)
 
(13,357
)
 

Series B Redeemable Preferred Stock Dividends

 
(466
)
 

Series C Redeemable Perpetual Preferred Stock Dividends
(2,909
)
 

 

Comprehensive income attributable to Common Stockholders
$
54,741

 
$
20,467

 
$
38,354






The accompanying notes are an integral part of the financial statements.


F-5




Equity LifeStyle Properties, Inc.
Consolidated Statements of Income and Comprehensive Income
For the Years Ended December 31, 2012, 2011, and 2010
(amounts in thousands, except for share and per share data)
 
 
2012
 
2011
 
2010
Earnings per Common Share – Basic:
 
 
 
 
 
Net income available for Common Shares
$
1.33

 
$
0.64

 
$
1.26

Earnings per Common Share – Fully Diluted:
 
 
 
 
 
Net income available for Common Shares
$
1.32

 
$
0.64

 
$
1.25

Distributions declared per Common Share outstanding
$
1.75

 
$
1.50

 
$
1.20

Weighted average Common Shares outstanding – basic
41,174

 
35,591

 
30,517

Weighted average Common Shares outstanding – fully diluted
45,431

 
40,330

 
35,518


 








 
 



































The accompanying notes are an integral part of the financial statements.

F-6




Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes In Equity
For the Years Ended December 31, 2012, 2011, and 2010
(amounts in thousands)
 
 
Common
Stock
 
Paid-in
Capital
 
8.034% Series A
 Cumulative
Redeemable
Perpetual
Preferred  Stock
 
Series B Preferred Stock
 
6.75%  Series C Cumulative
Redeemable
Perpetual
Preferred  Stock
 
Distributions
in Excess of
Accumulated
Earnings
 
Non-
controlling
interests –
Common OP
Units
 
Accumulated
Other
Comprehensive
Loss
 
Total
Equity
Balance, December 31, 2009
$
301

 
$
456,696

 
$

 
$

 
$

 
$
(238,467
)
 
$
35,897

 
$

 
$
254,427

Conversion of OP Units to common stock
9

 
3,662

 

 

 

 

 
(3,671
)
 

 

Issuance of common stock through exercise of options

 
1,106

 

 

 

 

 

 

 
1,106

Issuance of common stock through employee stock purchase plan

 
1,076

 

 

 

 

 

 

 
1,076

Compensation expenses related to stock options and restricted stock

 
5,436

 

 

 

 

 

 

 
5,436

Repurchase of common stock or Common OP Units

 
(2,054
)
 

 

 

 

 

 

 
(2,054
)
Adjustment for Common OP Unitholders in the Operating Partnership

 
(751
)
 

 

 

 

 
751

 

 

Acquisition of non-controlling interests

 
(1,449
)
 

 

 

 

 
(132
)
 

 
(1,581
)
Net income available for Common Shares

 

 

 

 

 
38,354

 
5,903

 

 
44,257

Distributions

 

 

 

 

 
(36,889
)
 
(5,620
)
 

 
(42,509
)
Balance, December 31, 2010
310

 
463,722

 

 

 

 
(237,002
)
 
33,128

 

 
260,158

Conversion of OP Units to common stock
4

 
4,063

 

 

 

 

 
(4,067
)
 

 

Issuance of common stock through exercise of options
4

 
4,567

 

 

 

 

 

 

 
4,571

Issuance of common stock through employee stock purchase plan

 
913

 

 

 

 

 

 

 
913

Compensation expenses related to stock options and restricted stock

 
5,762

 

 

 

 

 

 

 
5,762

Repurchase of common stock or Common OP Units

 
(1,682
)
 

 

 

 

 

 

 
(1,682
)
Adjustment for Common OP Unitholders in the Operating Partnership

 
(47,100
)
 

 

 

 

 
47,100

 

 

Common stock offering
60

 
343,989

 

 

 

 

 

 

 
344,049

Stock issued for Acquisition
17

 
110,478

 

 
113,788

 

 

 

 

 
224,283

Adjustment for fair market value of swap

 

 

 

 

 

 

 
(2,547
)
 
(2,547
)
Redemption of Series B Preferred Stock for Common stock
17

 
113,771

 

 
(113,788
)
 

 

 

 

 

Net income available for Common Shares

 

 

 
466

 

 
22,775

 
3,105

 

 
26,346

Distributions

 

 

 
(466
)
 

 
(55,794
)
 
(6,313
)
 

 
(62,573
)
Balance, December 31, 2011
412

 
998,483

 

 

 

 
(270,021
)
 
72,953

 
(2,547
)
 
799,280










F-7




The accompanying notes are an integral part of the financial statements.
Equity LifeStyle Properties, Inc.
Consolidated Statements of Changes In Equity
For the Years Ended December 31, 2012, 2011, and 2010
(amounts in thousands)


 
Common
Stock
 
Paid-in
Capital
 
8.034% Series A
 Cumulative
Redeemable
Perpetual
Preferred  Stock
 
Series B Preferred Stock
 
6.75%  Series C Cumulative
Redeemable
Perpetual
Preferred  Stock
 
Distributions
in Excess of
Accumulated
Earnings
 
Non-
controlling
interests –
Common OP
Units
 
Accumulated
Other
Comprehensive
Loss
 
Total
Equity
Balance, December 31, 2011
412

 
998,483

 

 

 

 
(270,021
)
 
72,953

 
(2,547
)
 
799,280

Conversion of OP Units to common stock
3

 
6,717

 

 

 

 

 
(6,720
)
 

 

Issuance of common stock through exercise of options
1

 
3,855

 

 

 

 

 

 

 
3,856

Issuance of common stock through employee stock purchase plan

 
1,076

 

 

 

 

 

 

 
1,076

Compensation expenses related to stock options and restricted stock

 
5,797

 

 

 

 

 

 

 
5,797

Repurchase of common stock or Common OP Units

 
(1,287
)
 

 

 

 

 

 

 
(1,287
)
Adjustment for Common OP Unitholders in the Operating Partnership

 
(450
)
 

 

 

 

 
450

 

 

Shelf registration costs

 
(504
)
 

 

 

 

 

 

 
(504
)
Adjustment for fair market value of swap

 

 

 

 

 

 

 
(43
)
 
(43
)
Preferred Stock Offering Costs

 
(757
)
 

 

 

 

 

 

 
(757
)
Reclassification of Series A Preferred Stock

 

 
200,000

 

 

 

 

 

 
200,000

Net income available for Common Shares

 

 

 

 

 
54,778

 
5,067

 

 
59,845

Distributions

 

 

 

 

 
(72,409
)
 
(6,696
)
 

 
(79,105
)
Exchange of Preferred Stock

 

 
(136,144
)
 

 
136,144

 

 

 

 

Redemption of Preferred Stock

 

 
(63,856
)
 

 

 

 

 

 
(63,856
)
Balance, December 31, 2012
$
416

 
$
1,012,930

 
$

 
$

 
$
136,144

 
$
(287,652
)
 
$
65,054

 
$
(2,590
)
 
$
924,302






















The accompanying notes are an integral part of the financial statements.

F-8




  Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2012, 2011, and 2010
(amounts in thousands)
 
2012
 
2011
 
2010
Cash Flows From Operating Activities:
 
 
 
 
 
Consolidated net income
$
74,458

 
$
42,504

 
$
60,397

Adjustments to reconcile consolidated net income to net cash provided by operating activities:
 
 
 
 
 
(Gain) loss on sale of property, net of tax
(4,596
)
 

 
231

Depreciation expense
105,578

 
85,235

 
72,129

Amortization of in-place leases
45,122

 
28,479

 

Amortization of loan costs
5,754

 
5,305

 
3,325

Debt premium amortization
(6,764
)
 
(1,817
)
 
13

Equity in income of unconsolidated joint ventures
(1,899
)
 
(1,948
)
 
(2,027
)
Distributions from unconsolidated joint ventures
1,839

 
1,841

 
2,831

Amortization of stock-related compensation
5,797

 
5,762

 
5,436

Revenue recognized from right-to-use contract upfront payments
(6,739
)
 
(5,920
)
 
(4,640
)
Commission expense recognized related to right-to-use contracts
2,310

 
1,946

 
1,432

Accrued long term incentive plan compensation
782

 
1,813

 
725

Provision for uncollectible rents receivable
3,243

 
3,569

 
2,714

Changes in assets and liabilities:
 
 
 
 
 
Notes receivable activity, net
409

 
477

 
494

Rent and other customer receivables, net
(3,264
)
 
(4,305
)
 
(2,713
)
Inventory - retail
1,379

 
25

 
(391
)
Deferred commission expense
(5,465
)
 
(6,735
)
 
(6,957
)
Escrow deposits, goodwill and other assets
7,879

 
(6,113
)
 
11,645

Goodwill impairment

 

 
3,635

Accrued payroll and other operating expenses, net
(3,041
)
 
6,736

 
(7,886
)
Deferred revenue – upfront payments from right-to-use contracts
13,433

 
17,856

 
19,496

Deferred revenue – right-to-use annual payments
(789
)
 
(765
)
 
39

Rents received in advance and security deposits
1,033

 
1,696

 
3,381

Net cash provided by operating activities
236,459

 
175,641

 
163,309

Cash Flows From Investing Activities:
 
 
 
 
 
Real estate acquisition
(24,213
)
 
(651,089
)
 

Notes receivable acquisition

 
(40,362
)
 

Proceeds from disposition of rental properties and other
7,564

 
252

 

Net tax-deferred exchange withdrawal

 

 
786

Proceeds from (purchase of) short-term investments

 
52,266

 
(52,266
)
Net repayments (borrowings) of notes receivable
5,344

 
(883
)
 
1,176

Capital improvements
(75,260
)
 
(62,032
)
 
(48,629
)
Net cash used in investing activities
(86,565
)
 
(701,848
)
 
(98,933
)
Cash Flows From Financing Activities:
 
 
 
 
 
Net proceeds from stock options and employee stock purchase plan
4,932

 
5,484

 
2,182

Net proceeds from issuance of Common Stock

 
344,049

 

Distributions:
 
 
 
 
 
Common Stockholders
(89,489
)
 
(49,483
)
 
(36,840
)
Common OP Unitholders
(6,696
)
 
(6,313
)
 
(5,620
)
Perpetual Preferred OP Unitholders

 
(2,801
)
 
(16,140
)
Preferred Stockholders
(14,613
)
 
(13,823
)
 

Stock repurchase and Unit redemption
(1,287
)
 
(1,682
)
 
(2,054
)
Acquisition of non-controlling interests

 

 
(1,581
)
Lines of credit:
 
 
 
 
 
Proceeds

 
50,000

 

Repayments

 
(50,000
)
 

Principal payments and mortgage debt payoff
(167,552
)
 
(75,658
)
 
(211,656
)
New mortgage notes payable financing proceeds
159,500

 
200,000

 
76,615

Term loan financing proceeds

 
200,000

 

Non-controlling interest proceeds
170

 

 

Redemption of preferred stock
(63,856
)
 

 

Equity issuance costs
(1,261
)
 

 

Debt issuance costs
(3,062
)
 
(15,765
)
 
(1,751
)
Net cash (used in) provided by financing activities
(183,214
)
 
584,008

 
(196,845
)
Net (decrease) increase in cash and cash equivalents
(33,320
)
 
57,801

 
(132,469
)
Cash, beginning of period
70,460

 
12,659

 
145,128

Cash, end of period
$
37,140

 
$
70,460

 
$
12,659

The accompanying notes are an integral part of the financial statements.

F-9




 Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2012, 2011, and 2010
(amounts in thousands)
 
 
2012
 
2011
 
2010
Supplemental Information:
 
 
 
 
 
Cash paid during the period for interest
$
118,931

 
$
99,816

 
$
87,888

Non-cash activities (increase/(decrease)):
 
 
 
 
 
Manufactured homes acquired with dealer financing
$

 
$
830

 
$
3,674

Dealer financing
$

 
$
830

 
$
3,674

Capital improvements – used homes acquired by repossessions
$
5,313

 
$
2,685

 
$
566

Net repayments of notes receivable – used homes acquired by repossessions
$
(5,313
)
 
$
(2,685
)
 
$
(566
)
Building and other depreciable property – reclassification of rental homes
$
4,127

 
$
2,371

 
$
3,915

Escrow deposits and other assets – reclassification of rental homes
$
(4,127
)
 
$
(2,371
)
 
$
(3,915
)
Series A Cumulative Redeemable Perpetual Preferred Stock
$

 
$
200,000

 
$

Perpetual Preferred OP Units conversion
$

 
$
(200,000
)
 
$

Series A Cumulative Redeemable Perpetual Preferred Stock Exchange
$
(136,144
)
 
$

 
$

Series C Cumulative Redeemable Perpetual Preferred Stock Exchange
$
136,144

 
$

 
$

 
 
 
 
 
 
Acquisitions:
 
 
 
 
 
Investment in real estate
$
18,738

 
$
1,431,339

 
$
2,796

Common Stock issued
$

 
$
110,495

 
$

Series B Subordinated Non-Voting Cumulative Redeemable Preferred Stock Issued
$

 
$
113,788

 
$

Accrued interest payable
$

 
$
114

 
$

Rents and other customer receivables
$
29

 
$

 
$

Notes receivable
$

 
$

 
$
(2,556
)
Rents and other customer payments received in advance and security deposits
$
440

 
$
4,800

 
$
(76
)
Accrued payroll and other operating expenses
$
376

 
$
2,643

 
$
(164
)
Escrow deposits and other assets
$
6,774

 
$

 
$

Debt assumed and financed on acquisition
$

 
$
548,410

 
$

Dispositions:
 
 
 
 
 
Other, net
$

 
$
252

 
$
(97
)
Investment in real estate
$
(2,968
)
 
$

 
$
(3,531
)
Mortgage notes payable assumed by purchaser
$

 
$

 
$
(3,628
)


























The accompanying notes are an integral part of the financial statements.

F-10

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Note 1—Organization of the Company and Basis of Presentation
Equity LifeStyle Properties, Inc., a Maryland corporation, together with MHC Operating Limited Partnership (the “Operating Partnership”) and other consolidated subsidiaries (the “Subsidiaries”), is referred to herein as the “Company” and “ELS.” The Company is a fully integrated owner and operator of lifestyle-oriented properties (“Properties”). The Company leases individual developed areas (“sites”) with access to utilities for placement of factory built homes, cottages, cabins or recreational vehicles (“RVs”). 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. At certain Properties, the Company provides access to its sites through right-to-use or membership contracts. The Company believes that it has qualified for taxation as a real estate investment trust (“REIT”) for U.S. federal income tax purposes since its taxable year ended December 31, 1993. The Company plans to continue to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. The Company cannot, therefore, guarantee that it has qualified or will qualify in the future as a REIT. The determination that the Company is a REIT requires an analysis of various factual matters that may not be totally within its control and it cannot provide any assurance that the IRS will agree with its analysis. For example, to qualify as a REIT, at least 95% of the Company’s gross income must come from sources that are itemized in the REIT tax laws. The Company is also required to distribute to stockholders at least 90% of its REIT taxable income computed without regard to its deduction for dividends paid and its net capital gain. As of December 31, 2012, the Company has net operating loss carryforwards of approximately $88 million that can be utilized to offset future distribution requirements. The fact that the Company holds its assets through the Operating Partnership and its subsidiaries further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize the Company’s REIT qualification. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for the Company to remain qualified as a REIT. The Company does not believe, however, that any pending or proposed tax law changes would jeopardize its REIT qualification.
If the Company fails to qualify as a REIT, it would be subject to U.S. federal income tax at regular corporate rates. Also, unless the IRS granted the Company relief under certain statutory provisions, it would remain disqualified as a REIT for four years following the year it first failed to qualify. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain foreign, state and local taxes on its income and property and U.S. federal income and excise taxes on its undistributed income.
The operations of the Company are conducted primarily through the Operating Partnership. The Company contributed the proceeds from its initial public offering and subsequent offerings to the Operating Partnership for a general partnership interest. In 2004, the general partnership interest was contributed to MHC Trust, a private REIT subsidiary owned by the Company. The financial results of the Operating Partnership and the Subsidiaries are consolidated in the Company’s consolidated financial statements. In addition, since certain activities, if performed by the Company, may cause the Company to earn income which is not qualifying for the REIT gross income tests, the Company has formed taxable REIT subsidiaries, as defined in the Code, to engage in such activities.
Several Properties are wholly owned by Realty Systems, Inc. (“RSI”), a wholly owned taxable REIT subsidiary of the Company. In addition, RSI is engaged in the business of purchasing and selling or leasing Site Set homes that are located in Properties owned and managed by the Company. RSI also provides brokerage services to residents at such Properties for those residents who move from a Property but do not relocate their homes. RSI may provide brokerage services, in competition with other local brokers, by seeking buyers for the Site Set homes. Subsidiaries of RSI also operate ancillary activities at certain Properties consisting of operations such as golf courses, pro shops, stores and restaurants.
 The limited partners of the Operating Partnership (the “Common OP Unitholders”) receive an allocation of net income that is based on their respective ownership percentage of the Operating Partnership that is shown on the Consolidated Financial Statements as Non-controlling interests—Common OP Units. As of December 31, 2012, the Non-Controlling Interests—Common OP Units represented 3,728,160 units of limited partnership interest (“OP Units”) which are convertible into an equivalent number of shares of the Company’s common stock. The issuance of additional shares of common stock or Common OP Units changes the respective ownership of the Operating Partnership for the Non-controlling interests—Common OP Units.


F-11

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies
(a)
Basis of Consolidation
The Company consolidates its majority-owned subsidiaries in which it has the ability to control the operations of the subsidiaries and all variable interest entities with respect to which the Company is the primary beneficiary. The Company also consolidates entities in which it has a controlling direct or indirect voting interest. All inter-company transactions have been eliminated in consolidation. For business combinations, the purchase price of Properties is accounted for in accordance with the Codification Topic “Business Combinations” (“FASB ASC 805”).
The Company has applied the Codification Sub-Topic “Variable Interest Entities” (“FASB ASC 810-10-15”). The objective of FASB ASC 810-10-15 is to provide guidance on how to identify a variable interest entity (“VIE”) and determine when the assets, liabilities, non-controlling interests, and results of operations of a VIE need to be included in a company’s consolidated financial statements. The Company has also applied the Codification Sub-Topic “Control of Partnerships and Similar Entities” (“FASB ASC 810-20”), which determines whether a general partner or the general partners as a group controls a limited partnership or similar entity and therefore should consolidate the entity. The Codification Sub-Topic ASC 810-10-15 adopted amendments to the variable interest consolidation model described above. The requirement to consolidate a VIE as revised in this amendment is based on the qualitative analysis considerations for primary beneficiary determination which requires a company consolidate an entity determined to be a VIE if it has both of the following characteristics: (1) the power to direct the principal activities of the entity and (2) the obligation to absorb the expected losses or the right to receive the residual returns that could be significant to the entity. The Company applies FASB ASC 810-10-15 and FASB ASC 810-20 to all types of entity ownership (general and limited partnerships and corporate interests).
The Company applies the equity method of accounting to entities in which the Company does not have a controlling direct or indirect voting interest or for variable interest entities where it is not considered the primary beneficiary, but can exercise influence over the entity with respect to its operations and major decisions. The cost method is applied when (i) the investment is minimal (typically less than 5%) and (ii) the Company’s investment is passive.
(b)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. All property, site counts and acreage amounts are unaudited.
(c)
Markets
The Company has two reportable segments which are: (i) Property Operations and (ii) Home Sales and Rental Operations segments. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rental Operations segment purchases, sells and leases homes at the Properties. The distribution of the Properties throughout the United States reflects the Company’s belief that geographic diversification helps insulate the portfolio from regional economic influences. The Company intends to target new acquisitions in or near markets where the Properties are located and will also consider acquisitions of Properties outside such markets.
(d)
Real Estate
Real estate is recorded at cost less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. The Company generally uses a 30-year estimated life for buildings and structural and land improvements acquired (including site development), a ten-year estimated life for building upgrades, a five-year estimated life for furniture, fixtures and equipment and over the average life of acquired in-place leases. New rental units are generally depreciated using a 20-year estimated life from each model year down to a salvage value of 40% of the original costs. Used rental units are generally depreciated based on the estimated life of the unit with no estimated salvage value.
Expenditures for ordinary maintenance and repairs are expensed to operations as incurred and significant renovations and improvements that improve the asset and extend the useful life of the asset are capitalized over their estimated useful life.
Land improvements consist primarily of improvements such as grading, landscaping and infrastructure items such as streets, sidewalks or water mains. Buildings and other depreciable property consist of permanent buildings in the Properties such as clubhouses, laundry facilities, maintenance storage facilities, rental units and furniture, fixtures, equipment, and in-place leases.

F-12

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
The values of above-and below-market leases are amortized and recorded as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income over the remaining term of the applicable lease. The value associated with in-place leases is amortized over the expected term, which includes an estimated probability of lease renewal.
In accordance with the Codification Sub-Topic “Impairment or Disposal of Long Lived Assets” (“FASB ASC 360-10-35”), the Company periodically evaluates its long-lived assets to be held and used, including its investments in real estate, for impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal factors. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.
 For long-lived assets to be held and used, if an impairment indicator exists, the Company compares the expected future undiscounted cash flows against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, the Company would record an impairment loss for the carrying amount in excess of the estimated fair value, if any, of the asset. For the periods presented, no impairment losses were recorded.
For Properties to be disposed of, an impairment loss is recognized when the fair value of the Property, less the estimated cost to sell, is less than the carrying amount of the Property measured at the time the Company has made the decision to dispose of the Property, has an agreement to sell the Property within a year period and due diligence has been completed. A Property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less costs to sell. Subsequent to the date that a Property is held for disposition, depreciation expense is not recorded. The Company accounts for its Properties held for disposition in accordance with FASB ASC 360-10-35. Accordingly, the results of operations for all assets sold or held for sale are classified as discontinued operations in all periods presented, as applicable.
(e)
Acquisitions
In accordance with FASB ASC 805, the Company recognizes all the assets acquired and all the liabilities assumed in a transaction at the acquisition-date fair value. The Company also expenses transaction costs as they are incurred. The results of operations of acquired assets are included in the consolidated statements of income and comprehensive income from the dates of acquisition. Certain purchase price adjustments may be made within one year following any acquisition and applied retroactively to the date of acquisition.
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals or valuations that may be available in connection with the acquisition or financing of the respective Property and other market data. The Company also considers information obtained about each Property as a result of its due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed.
The following methods and assumptions are used to estimate the fair value of each class of asset acquired and liability assumed:
Land – Market approach based on similar, but not identical, transactions in the market. Adjustments to comparable sales based on both the quantitative and qualitative data.
Depreciable property – Cost approach based on market comparable data to replace adjusted for local variations, inflation and other factors.
Manufactured homes – Sales comparison approach based on market prices for similar homes adjusted for differences in age or size. Manufactured homes are included on the Company’s Consolidated Balance Sheets in buildings and other depreciable property.
In-place leases – Lease in place was determined via a combination of estimates of market rental rates and expense reimbursement levels as well as an estimate of the length of time required to replace each lease.
Notes receivable – Income approach based on discounted cash flows discounting contractual cash flows at a market rate adjusted based on particular notes’ or note holders’ down payment, credit score and delinquency status.
Below-market ground leases – Value of asset (below-market lease) based on contract rent and option price against market rent and land value. Market rent determined applying a reasonable rate of return to the value of the land as if owned. Land value is estimated and then inflated until it is anticipated that the option will be exercised. Below-market ground leases are included on the Company’s Consolidated Balance Sheets in escrow deposits and other assets.

F-13

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
Mortgage notes payable – Income approach based on discounted cash flows comparing contractual cash flows to cash flows of identical debt discounted based on market rates.
(f)
Identified Intangibles and Goodwill
The Company records acquired intangible assets at their estimated fair value separate and apart from goodwill. The Company amortizes identified intangible assets and liabilities that are determined to have finite lives over the period the assets and liabilities are expected to contribute directly or indirectly to the future cash flows of the property or business acquired. In accordance with FASB ASC 360-10-35, intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its estimated fair value.
The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. In accordance with Codification Topic “Goodwill and Other Intangible Assets” (“FASB ASC 350”), goodwill is not amortized but is tested for impairment at a level of reporting referred to as a reporting unit on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
As of December 31, 2012 and 2011, the carrying amounts of identified intangible assets and goodwill, a component of “Escrow deposits, goodwill and other assets, net” on the Company’s consolidated balance sheets, were approximately $12.1 million. As of December 31, 2012 and 2011, this amount was comprised of approximately $4.3 million of identified intangible assets and approximately $7.8 million of goodwill. Accumulated amortization of identified intangibles assets was approximately $1.5 million and $1.2 million as of December 31, 2012 and 2011, respectively. Amortization expense for the identified intangible assets was approximately $0.3 million and $1.9 million for the years ended December 31, 2012 and 2011, respectively. For the year ended December 31, 2010, the Company recognized a non-cash charge for $3.6 million of goodwill related to the August 2009 acquisition of a small Florida internet and media based advertising business to reduce the carrying value of the business to its approximate fair value. In December 2011, the Company sold the Florida internet and media based advertising business and disposed of $3.5 million of intangibles and approximately $2.0 million of related accumulated amortization of identified intangible assets.
 Estimated amortization of identified intangible assets for each of the next five years are as follows (amounts in thousands): 
Year ending December 31,
Amount
2013
$
349

2014
$
349

2015
$
349

2016
$
251

2017
$
87

(g)
Restricted Cash
Cash as of December 31, 2012 and 2011 includes approximately $4.9 million and $4.2 million, respectively, of restricted cash for the payment of capital improvement, insurance or real estate taxes.
(h)
Notes and Contracts Receivable
Notes receivable generally are stated at their outstanding unpaid principal balances net of any deferred fees or costs on originated loans, unamortized discounts or premiums, and an allowance. Interest income is accrued on the unpaid principal balance. Discounts or premiums are amortized to income using the interest method. In certain cases the Company finances the sales of homes to its customers (referred to as “Chattel Loans”) which loans are secured by the homes.
During the year ended December 31, 2011, the Company purchased Chattel Loans that were recorded at fair value at the time of acquisition under the Codification Topic “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“FASB ASC 310-30”). (See Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K for a detailed description of our 2011 Acquisition.) The fair value of these Chattel Loans included an estimate of losses that are expected to be incurred over the estimated remaining lives of the receivables, and therefore no allowance for losses was recorded for these Chattel Loans. The

F-14

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
fair value is estimated based on a number of factors including customer delinquency status, credit scores, the original down payment amount and below-market stated interest rates. Through December 31, 2012, the short-term historical performance of these loans has indicated a default rate of 23% and a recovery rate of 26%, which are slightly higher than originally estimated and resulted in a higher yield for the portfolio. Management regularly reviews these assumptions and may adjust its estimates as needed as more information becomes available. A probable decrease in management’s expectation of future cash collections related to these Chattel Loans could result in the need to record an allowance for credit losses in the future. Due to the size of the Chattel Loan pool and maturity dates ranging up to 29 years, future credit losses or changes to interest income could be significant.
 The Company also provides financing for nonrefundable up-front payments on sales of new or upgrades of right-to-use contracts (“Contracts Receivable”). Certain of the Company’s Contracts Receivable were recorded at fair value at the time of acquisition under the FASB ASC 310-30. The fair value of these Contracts Receivable included an estimate of losses that were expected to be incurred over the estimated life of the Contracts Receivable, and therefore no allowance for losses was recorded for these Contracts Receivable as of the transaction date. Through December 31, 2012, the credit performance of these Contracts Receivable has been better than the assumptions used in determining its initial fair value, and the Company regularly updates its expectations regarding the amounts and timing of future cash flows.
Financial instruments that potentially could subject the Company to significant concentrations of credit risk consist principally of notes receivable. Concentrations of credit risk with respect to notes receivable are limited due to the size of the receivable and geographic diversity of the underlying Properties.
(i)
Allowance for Doubtful Accounts
The Company’s allowance for doubtful accounts is comprised of its reserves for Chattel Loans, Contracts Receivables and amounts receivable from tenants. The valuation of an allowance for doubtful accounts for the Chattel Loans is calculated based on delinquency trends, average annual default rates, loss rates, and the current estimated market value of the underlying manufactured home collateral. An allowance is established for a portion of the Contracts Receivable when an up-front payment is financed. The Contracts Receivable allowance is based upon historical collection rates and current economic trends. The allowance and the rate at which the Company provides for losses on its Contracts Receivable could be increased or decreased in the future based on its actual collection experience. The Company evaluates all amounts receivable from residents and an allowance is established for amounts greater than 30 days past due. The Company’s allowance for uncollectible rents receivable was approximately $4.7 million and $4.9 million as of December 31, 2012 and 2011, respectively.
During the years ended December 31, 2012, 2011 and 2010, the Company’s allowance for doubtful accounts is as follows (amounts in thousands):
 
 
2012
 
2011
 
2010
Balance, beginning of period
 
$
7,700

 
$
6,580

 
$
5,795

Provision for losses
 
4,860

 
4,156

 
3,063

Write-offs
 
(5,573
)
 
(3,036
)
 
(2,278
)
Balance, end of period
 
$
6,987

 
$
7,700

 
$
6,580

(j)
Investments in Joint Ventures
Investments in joint ventures in which the Company does not have a controlling direct or indirect voting interest, but can exercise significant influence over the entity with respect to its operations and major decisions, are accounted for using the equity method of accounting whereby the cost of an investment is adjusted for the Company’s share of the equity in net income or loss from the date of acquisition and reduced by distributions received. The income or loss of each entity is allocated in accordance with the provisions of the applicable operating agreements. The allocation provisions in these agreements may differ from the ownership interests held by each investor. (See Note 6 in the Notes to Consolidated Financial Statements contained in this Form 10-K.)

F-15

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
(k)
Insurance Claims
The Properties are covered against losses caused by various events including fire, flood, property damage, earthquake, windstorm and business interruption by insurance policies containing various deductible requirements and coverage limits. Recoverable costs are classified in other assets as incurred. Insurance proceeds are applied against the asset when received. Recoverable costs relating to capital items are treated in accordance with the Company’s capitalization policy. The book value of the original capital item is written off once the value of the impaired asset has been determined. Insurance proceeds relating to the capital costs are recorded as income in the period they are received.
Approximately 70 Florida Properties suffered damage from five hurricanes that struck the state during 2004 and 2005. The Company estimates its total claim to be approximately $21.0 million and has made claims for full recovery of these amounts, subject to deductibles. On June 22, 2007, the Company filed a lawsuit related to some of the unpaid claims against certain insurance carriers and its insurance broker. (See Note 18 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further discussion of this lawsuit.)  The Company has received proceeds from insurance carriers of approximately $15.2 million through December 31, 2012. The proceeds were accounted for in accordance with the Codification Topic “Contingencies” (“FASB ASC 450”). During the years ended December 31, 2012, 2011 and 2010, approximately $0.4 million, $2.6 million and $0.3 million, respectively, has been recognized as a gain on insurance recovery, which is net of approximately $0.1 million, $0.9 million and $0.2 million, respectively, of contingent legal fees and included in income from other investments, net.
(l)
Derivative Instruments and Hedging Activities
Codification Topic “Derivatives and Hedging” (“FASB ASC 815”) provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
As required by FASB ASC 815, the Company records all derivatives on the balance sheet at fair value. The Company’s objective in utilizing interest rate derivatives is to add stability to its interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded on the Consolidated Balance Sheets in accumulated other comprehensive loss and is subsequently reclassified into earnings on the Consolidated Statements of Income and Comprehensive Income in the period that the hedged forecasted transaction affects earnings. Any ineffective portion of the change in fair value of the derivative will be recognized directly in earnings. (See Note 9 in the Notes to Consolidated Financial Statements contained in this Form 10-K.)
The Company has made the election to use the exception in Codification Topic “Fair Value Measurements and Disclosures” (“FASB ASC 820”) with respect to measuring counterparty credit risk for derivative instruments, consistent with the guidance in FASB ASC 820. The Company recognizes that key market participants take into account the existence of each arrangement that mitigate credit risk exposure in the event of default (i.e., master netting arrangements with counterparty). As such, the Company formally elects to apply the portfolio exception in FASB ASC 820 with respect to measuring counterparty credit risk for all of its derivative transactions subject to master netting arrangements. The adoption of this update did not have an impact on the Company’s consolidated financial statements.
(m)
Fair Value of Financial Instruments
The Company’s financial instruments include notes receivable, accounts receivable, accounts payable, other accrued expenses, interest rate swaps and mortgage notes payable.

F-16

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
Codification Topic “Fair Value Measurements and Disclosures” (“FASB ASC 820”) establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company’s mortgage notes payable, a fair value of approximately $2.2 billion as of December 31, 2012 and 2011, respectively, were measured using quoted price and observable inputs from similar liabilities (Level 2). At December 31, 2012, the Company’s cash flow hedge of interest rate risk included in accrued payroll and other operating expenses, was measured using quoted prices and observable inputs from similar assets and liabilities (Level 2). The Company considers its own credit risk as well as the credit risk of its counterparties when evaluating the fair value of its derivative. Any adjustments resulting from credit risk are recorded as a change in fair value of derivative and amortization in the current period Consolidated Statements of Income and Comprehensive Income. The fair values of the Company’s remaining financial instruments approximate their carrying or contract values.
(n)
Deferred Financing Costs, net
Deferred financing costs, net include fees and costs incurred to obtain long-term financing. The costs are being amortized over the terms of the respective loans on a basis that approximates level yield. Unamortized deferred financing fees are written-off when debt is retired before the maturity date. Upon amendment of the line of credit or refinancing of mortgage debt, unamortized deferred financing fees are accounted for in accordance with, Codification Sub-Topic “Modifications and Extinguishments” (“FASB ASC 470-50-40”). Accumulated amortization for such costs was $20.5 million and $15.1 million at December 31, 2012 and 2011, respectively.
(o)
Revenue Recognition
The Company accounts for leases with its customers as operating leases. Rental income is recognized over the term of the respective lease or the length of a customer’s stay, the majority of which are for a term of not greater than one year. For the years ended December 31, 2012, 2011, and 2010, approximately 39.4%, 38.5%, and 37.6%, respectively, of the Company’s revenue was generated by Properties located in Florida, approximately 9.4%, 10.8%, and 11.5%, respectively, by Properties located in Arizona and approximately 15.2%, 17.8%, and 19.4%, respectively, by Properties located in California.
The Company accounts for the entry of right-to-use contracts in accordance with the Codification Topic “Revenue Recognition” (“FASB ASC 605”). A right-to-use contract gives the customer the right to a set schedule of usage at a specified group of Properties. Customers may choose to upgrade their contracts to increase their usage and the number of Properties they may access. A contract requires the customer to make annual payments during the term of the contract and may require an upfront nonrefundable payment. The stated term of a right-to-use contract is at least one year and the customer may renew his contract by continuing to make the annual payments. The Company will recognize the upfront non-refundable payments over the estimated customer life which, based on historical attrition rates, the Company has estimated to be from one to 31 years. The decision to recognize this revenue in accordance with FASB ASC 605 was made after corresponding during September and October 2008 with the Office of the Chief Accountant at the SEC.
Right-to-use annual payments by customers under the terms of the right-to-use contracts are deferred and recognized ratably over the one year period in which access to sites at certain Properties are provided.
Income from home sales is recognized when the earnings process is complete. The earnings process is complete when the home has been delivered, the purchaser has accepted the home and title has transferred.

F-17

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
(p)
Non-Controlling Interests
A non-controlling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are non-controlling interests. Under Codification Topic “Consolidation” (“FASB ASC 810”), such non-controlling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. However, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity. This would result in certain outside ownership interests being included as redeemable non-controlling interests outside of permanent equity in the consolidated balance sheets. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to non-controlling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the guidance in the Codification Topic “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“FASB ASC 815-40”) to evaluate whether it controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.
Net income is allocated to Common OP Unitholders based on their respective ownership percentage of the Operating Partnership. Such ownership percentage is calculated by dividing the number of Common OP Units held by the Common OP Unitholders by the total OP Units held by the Common OP Unitholders and the Company. Issuance of additional shares of common stock or Common OP Units changes the percentage ownership of both the Non-controlling interests – Common OP Units and the Company.
Due in part to the exchange rights (which provide for the conversion of Common OP Units into shares of common stock on a one-for-one basis), such transactions and the proceeds therefrom are treated as capital transactions and result in an allocation between stockholders’ equity and Non-controlling Interests to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership.
 In accordance with FASB ASC 810, the Company presents the non-controlling interest for Common OP Units in the Equity section of the consolidated balance sheets. The caption Common OP Units on the consolidated balance sheets also includes $0.7 million of private REIT Subsidiaries preferred stock.
(q)
Preferred Stock
The Company accounts for the Preferred Stock in accordance with the Codification Topic “Distinguishing Liabilities from Equity—SEC Materials” (“FASB ASC 480-10-S99”). Holders of the 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”) have certain preference rights with respect to the common stock and the Series C Preferred Stock is classified as redeemable interests inside of permanent equity on the Company’s Consolidated Balance Sheet due to the ability to issues shares upon conversion.
(r)
Income and Other Taxes
Due to the structure of the Company as a REIT, the results of operations contain no provision for U.S. federal income taxes for the REIT, but the Company is still subject to certain foreign, state and local income, excise or franchise taxes. In addition, the Company has several taxable REIT subsidiaries (“TRSs”) which are subject to federal and state income taxes at regular corporate tax rates. Overall, the TRSs have federal net operating loss carryforwards. No net tax benefits have been recorded by the TRSs since it is not considered more likely than not that the deferred tax asset related to the TRSs net operating loss carryforwards will be utilized.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and Canada. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2009.
As of December 31, 2012, net investment in real estate and notes receivable had a U.S. federal tax basis of approximately $2.8 billion (unaudited) and $58.7 million (unaudited), respectively.
 

F-18

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 2—Summary of Significant Accounting Policies (continued)
During the years ended December 31, 2012, 2011 and 2010, the Company’s tax treatment of distributions were as follows (unaudited): 
 
2012
 
2011
 
2010
Tax status of Common Shares distributions deemed paid during the year:
 
 
 
 
 
Ordinary income
$
1.619

 
$
1.125

 
$
1.15

Long-term capital gain
0.137

 

 
0.05

Nondividend distributions
0.369

 

 

Distributions declared per Common Share outstanding
$
2.125

 
$
1.125

 
$
1.20

The quarterly distribution paid on December 28, 2012 of $0.4375 per common share will be considered a distribution made in 2012 for U.S. federal income tax purposes.
(s)
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the Codification Topic “Stock Compensation” (“FASB ASC 718”). The Company uses the Black-Scholes-Merton formula to estimate the value of stock options granted to employees, consultants and directors. (See Note 14 in the Notes to Consolidated Financial Statements contained in this Form 10-K.) No stock options were issued in 2012, 2011 and 2010.
(t)
Recent Accounting Pronouncements
In June 2011, the FASB issued ASU No. 2011-05 “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU No. 2011-05 amends current guidance found in FASB ASC 220, “Comprehensive Income.” ASU No. 2011-05 requires entities to present comprehensive income in either: (i) one continuous financial statement or (ii) two separate but consecutive statements that display net income and the components of other comprehensive income. Totals and individual components of both net income and other comprehensive income must be included in either presentation. ASU No. 2011-05 is effective for the Company beginning with the first quarter of 2012. The Company has updated the presentation of its consolidated financial statements consistent with the provisions of this guidance.
In September 2011, the FASB issued ASU 2011-08, “Intangibles—Goodwill and Other” (“ASU 2011-08”). ASU 2011-08 amends current guidance to allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under this amendment an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2011-08 applies to all companies that have goodwill reported in their financial statements. The provisions of ASU 2011-08 are effective for reporting periods beginning after December 15, 2011. The adoption of this update did not have an impact on the Company’s consolidated financial statements.
In July 2012, the FASB issued ASU 2012-02, “Intangibles - Goodwill and Other” (“ASU 2012-02”). ASU 2012-02 amends current guidance to allow an entity to first assess qualitative factors to determine whether it is necessary to perform the annual quantitative indefinite-lived intangible asset impairment test. Under this amendment, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 applies to all companies that have indefinite-lived intangible assets reported in their financial statements. The provisions of ASU 2012-02 are effective for annual reporting periods beginning after September 15, 2012. The adoption of this pronouncement, did not have an impact on the Company’s consolidated financial statements.
(u)
Reclassifications
Certain 2011 and 2010 amounts have been reclassified to conform to the 2012 presentation. This reclassification had no material effect on the consolidated balance sheets or statements of income and comprehensive income of the Company.


F-19

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 3—Earnings Per Common Share
Earnings per common share are based on the weighted average number of common shares outstanding during each year. Codification Topic “Earnings Per Share” (“FASB ASC 260”) defines the calculation of basic and fully diluted earnings per share. Basic and fully diluted earnings per share are based on the weighted average shares outstanding during each year and basic earnings per share exclude any dilutive effects of options, unvested restricted shares and convertible securities. The conversion of OP Units has been excluded from the basic earnings per share calculation. The conversion of an OP Unit for a share of common stock has no material effect on earnings per common share on a fully diluted basis.
 The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2012, 2011 and 2010 (amounts in thousands):
 
 
Years Ended December 31,
 
2012
 
2011
 
2010
Numerators:
 
 
 
 
 
Net Income Available for Common Shares—Fully Diluted:
 
 
 
 
 
Net income available for Common Shares—basic
$
54,778

 
$
22,775

 
$
38,354

Amounts allocated to dilutive securities
5,067

 
3,571

 
5,903

Net income available for Common Shares—fully diluted
$
59,845

 
$
26,346

 
$
44,257

Denominator:
 
 
 
 
 
Weighted average Common Shares outstanding—basic
41,174

 
35,591

 
30,517

Effect of dilutive securities:
 
 
 
 
 
Redemption of Common OP Units for Common Shares
3,938

 
4,260

 
4,730

Redemption of Series B Preferred Stock

 
153

 

Employee stock options and restricted shares
319

 
326

 
271

Weighted average Common Shares outstanding—fully diluted
45,431

 
40,330

 
35,518

Earnings per Common Share—Basic:
 
 
 
 
 
Net income available for Common Shares
$
1.33

 
$
0.64

 
$
1.26

Earnings per Common Share—Fully Diluted:
 
 
 
 
 
Net income available for Common Shares
$
1.32

 
$
0.64

 
$
1.25


Note 4—Common Stock and Other Equity Related Transactions
The Company adopted the 1997 Non-Qualified Employee Stock Purchase Plan (“ESPP”) in July 1997. Pursuant to the ESPP, as amended on May 3, 2006, certain employees and directors of the Company may each annually acquire up to $250,000 of common stock of the Company. The aggregate number of shares of common stock available under the ESPP shall not exceed 1,000,000, subject to adjustment by the Company’s Board of Directors. The common stock may be purchased monthly at a price equal to 85% of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period; and (b) the closing price for a share of common stock on the first day of the offering period. Shares of common stock issued through the ESPP for the years ended December 31, 2012, 2011 and 2010 were 15,077, 14,588 and 18,955, respectively.
The following table presents the changes in the Company’s outstanding common stock for the years ended December 31, 2012, 2011 and 2010 (excluding OP Units of 3,728,160, 4,103,067, and 4,914,040 outstanding at December 31, 2012, 2011 and 2010, respectively): 
 
2012
 
2011
 
2010
Shares outstanding at January 1,
41,078,200

 
30,972,353

 
30,350,792

Common stock issued through conversion of OP Units
374,907

 
328,353

 
482,620

Common stock issued through exercise of options
80,000

 
172,384

 
33,767

Common stock issued through stock grants
88,999

 
108,332

 
121,665

Common stock issued through ESPP and Dividend Reinvestment Plan
15,554

 
15,152

 
20,841

Common stock repurchased and retired
(41,005
)
 
(4,150
)
 
(37,332
)
Common stock issued through stock offering

 
6,037,500

 

Common stock issued for Acquisition

 
1,708,276

 

Redemption of Series B Preferred Stock for Common Stock

 
1,740,000

 

Shares outstanding at December 31,
41,596,655

 
41,078,200

 
30,972,353


F-20

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 4—Common Stock and Other Equity Related Transactions (continued)
During the year ended December 31, 2012, the Company repurchased shares of common stock representing common stock surrendered to the Company to satisfy income tax withholding obligations due as a result of the vesting of restricted stock grants at a weighted average price of $66.61 per share.
As of December 31, 2012 and 2011, the Company’s percentage ownership of the Operating Partnership was approximately 91.8% and 90.9%, respectively. The remaining approximately 8.2% and 9.1%, respectively, was owned by the Common OP Unitholders.
 
The following regular quarterly distributions have been declared and paid to common stockholders and common OP Unit non-controlling interests since January 1, 2010:
 
Distribution
Amount Per
Share
  
For the Quarter Ending
  
Stockholder Record
Date
  
Payment Date
$0.3000
  
March 31, 2010
  
March 26, 2010
  
April 9, 2010
$0.3000
  
June 30, 2010
  
June 25, 2010
  
July 9, 2010
$0.3000
  
September 30, 2010
  
September 24, 2010
  
October 8, 2010
$0.3000
  
December 31, 2010
  
December 31, 2010
  
January 14, 2011
$0.3750
  
March 31, 2011
  
March 25, 2011
  
April 8, 2011
$0.3750
  
June 30, 2011
  
June 24, 2011
  
July 8, 2011
$0.3750
  
September 30, 2011
  
September 30, 2011
  
October 14, 2011
$0.3750
  
December 31, 2011
  
December 30, 2011
  
January 13, 2012
$0.4375
  
March 31, 2012
  
March 30, 2012
  
April 13, 2012
$0.4375
  
June 30, 2012
  
June 29, 2012
  
July 13, 2012
$0.4375
  
September 30, 2012
  
September 28, 2012
  
October 12, 2012
$0.4375
  
December 31, 2012
  
December 14, 2012
  
December 28, 2012
On September 6, 2012, the Company entered into equity distribution agreements with sales agents, pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. The Company has not sold any common stock to date under the equity distribution agreements.
On May 8, 2012, the ability to issue shares upon conversion of the Series A Preferred Stock was approved by the Company’s common stockholders. As a result, the Series A Preferred Stock has been classified as redeemable interests inside of permanent equity on the Company’s Consolidated Balance Sheet.
On August 9, 2012, the Company announced an offer to acquire all of the 8,000,000 outstanding Series A Preferred Stock. For each share of Series A Preferred Stock, the Company intended to exchange for one newly issued depositary share plus cash equal to the amount of all unpaid distributions accrued on such tendered Series A Preferred Stock. On September 14, 2012, the Company issued 54,458 shares of the Company’s Series C Preferred Stock with a liquidation value of $2,500.00 per share, which are represented by depositary shares as described below. Also on September 14, 2012, the Company exchanged 5,445,765 shares of its Series A Preferred Stock for 5,445,765 depositary shares, each representing 1/100th of a share of the Company’s Series C Preferred Stock with a liquidation value of $25.00 per depositary share, plus accrued and unpaid dividends of $0.3849625 per share of Series A Preferred Stock.
On October 18, 2012, the Company redeemed the remaining 2,554,235 shares of Series A Preferred Stock at the $25.00 per share liquidation value plus accrued and unpaid dividends of $0.0948460 per share on such redeemed shares for approximately $64.1 million.
During the year ended December 31, 2011, the Company issued 1,708,276 shares of common stock and 1,740,000 shares of Series B Non-Voting Cumulative Preferred Stock (the “Series B Preferred Stock”), par value $0.01 per share. All of the shares were issued to partially fund the 2011 Acquisition discussed in detail in Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K.
On October 24, 2011, the Company, on behalf of a selling stockholder, closed on a public offering of 3,162,069 shares of common stock. The 3,162,069 shares of common stock sold included 1,453,793 shares of common stock issued by the Company upon redemption of 1,453,793 shares of Series B Preferred Stock. The Company did not receive any proceeds from the offering. On December 23, 2011, the remaining 286,207 Series B Preferred Stock were redeemed for 286,207 shares of common stock. As of the December 31, 2011, the Company did not have any Series B Preferred Stock outstanding.

F-21

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 4—Common Stock and Other Equity Related Transactions (continued)
On June 7, 2011, the Company issued 6,037,500 shares of common stock in an equity offering for approximately $344.0 million in proceeds, net of offering costs. The proceeds were used to partially fund the 2011 Acquisition discussed in detail in Note 19 in the Notes to Consolidated Financial Statements contained in this Form 10-K.
On March 4, 2011, the Company, on behalf of selling stockholders, closed on a public offering of 8,000,000 shares of Series A Preferred Stock, par value $0.01 per share, liquidation preference of $25.00 per share, at a price of $24.75 per share. The selling stockholders received the Series A Preferred Stock in exchange for $200 million of previously issued series D and series F Perpetual Preferred OP Units. Holders of the Series A Preferred Stock have preference rights with respect to liquidation and distributions over the common stock. The Company has the option at any time to redeem the Series A Preferred Stock at a redemption price of $25.00 per share, plus accumulated and unpaid dividends. The Company did not receive any proceeds from the offering.
Note 5—Investment in Real Estate
Acquisitions
The Company acquired all of these Properties from unaffiliated third parties. During the years ended December 31, 2012, 2011 and 2010 the Company acquired the following Properties (dollars in millions):
1) During the year ended December 31, 2012, the Company acquired two resort Properties with 1,765 sites for a purchase price of $25.0 million. (See Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for further discussion on the Company’s acquisitions.)
2) During the year ended December 31, 2011, the Company acquired 75 Properties with 30,129 sites for a purchase price of approximately $1.5 billion.
3) On April 21, 2010, the Company acquired four resort Properties containing 573 sites for a purchase price of approximately $2.5 million. The resort properties were acquired pursuant to the exercise of an option.
Dispositions
During the three years ended December 31, 2012, the Company disposed of the following Properties.
1) On December 7, 2012, the Company sold Cascade, a 163-site resort Property located in Snoqualmie, Washington. (See Note 18 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for further discussion on the disposition.) In accordance with FASB ASC 470-60, the Company recorded a gain on disposition of approximately $4.6 million, net of tax. Cash proceeds from the disposition, net of closing costs, were approximately $7.6 million.
2) On January 10, 2010, the Company defaulted on the $3.6 million mortgage of Creekside, a 165-site all-age manufactured home community located in Wyoming, Michigan. In accordance with FASB ASC 470-60, the Company recorded a loss on disposition of approximately $0.2 million. 
As of December 31, 2012, the Company has no properties designated as held for disposition pursuant to FASB ASC 360-10-35.


F-22

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 6—Investment in Joint Ventures
The Company received approximately $1.8 million for each of the years ended December 31, 2012 and 2011 and approximately $2.8 million for the year ended December 31, 2010 from joint ventures, which were classified as a return on capital and were included in operating activities on the Consolidated Statements of Cash Flows. Approximately $0.1 million of the distributions received in the year ended December 31, 2011 exceeded the Company’s basis in its joint venture and as such were recorded in income from unconsolidated joint ventures.
 The following table summarizes the Company’s investment in unconsolidated joint ventures (with the number of Properties shown parenthetically for the years ended December 31, 2012 and 2011, respectively): 
 
 
 
 
 
 
 
 
 
Investment as of
 
JV Income for
Years Ended
(c)
Investment
Location
 
Number
of Sites
 
Economic Interest(a)
 
 
 
December 31,
2012
 
December 31,
2011
 
December 31,
2012
 
December 31,
2011
 
December 31,
2010
Meadows
Various (2,2)
 
1,027

 
50
%
 
 
 
$
916

 
$
580

 
$
1,012

 
$
981

 
$
1,081

Lakeshore
Florida (2,2)
 
342

 
65
%
 
 
 
121

 
124

 
250

 
240

 
238

Voyager
Arizona (1,1)
 
1,706

 
50
%
 
(b) 
 
7,195

 
7,647

 
652

 
727

 
642

Other
Various (0,0)
 

 
20
%
 
 
 
188

 
206

 
(15
)
 

 
66

 
 
 
3,075

 
 
 
 
 
$
8,420

 
$
8,557

 
$
1,899

 
$
1,948

 
$
2,027

_________________________ 
(a)
The percentages shown approximate the Company’s economic interest as of December 31, 2012. The Company’s legal ownership interest may differ.
(b)
Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and 25% interest in the utility plant servicing the Property.
(c)
Net of approximately $1.2 million of depreciation expense for each of the years ended December 31, 2012, 2011 and 2010.
Note 7—Notes Receivable
Included in notes receivable, the Company had approximately $32.7 million and $43.4 million, respectively, in Chattel Loans receivable, which require monthly principal and interest payments and are collateralized by homes at certain of the Properties. As of December 31, 2012, the Chattel Loans receivable have a stated per annum average rate of approximately 7.8%, with a yield of 18.3%, and had an average term remaining of approximately 14 years. These notes are recorded net of allowances of approximately $0.4 million as of December 31, 2012 and 2011. During the years ended December 31, 2012 and 2011, approximately $5.5 million and $2.6 million, respectively, was repaid and an additional $0.7 million and $0.3 million, respectively, was loaned to customers and approximately $5.3 million and $2.7 million, respectively, of homes serving as collateral for Chattel Loans were repossessed and converted to rental units. Chattel Loans receivable at December 31, 2012 includes $25.7 million of Chattel Loans acquired in connection with the 2011 Acquisition. During 2012, management reviewed the default and asset recovery performance of these loans and determined that the yield of this portfolio should be increased from 17.0% to 21.0% due to the accelerated timing of cash collections and asset recoveries being experienced in the portfolio. Increases in default rates or declines in recovery rates in the future could, if significant, result in an impairment of the loans. Declines in default rates or increases in recovery rates could, if significant, result in future increases to the yield. 
As of December 31, 2012 and December 31, 2011, the Company had approximately $16.1 million and $16.4 million, respectively, of Contracts Receivable, including allowances of approximately $0.7 million and $1.0 million, respectively. These Contracts Receivable represent loans to customers who have purchased right-to-use contracts. The Contracts Receivable yield interest at a stated per annum average rate of 15.9%, have a weighted average term remaining of approximately four years and require monthly payments of principal and interest. During the years ended December 31, 2012 and 2011, approximately $7.1 million and $7.3 million, respectively, was repaid and an additional $6.6 million was lent to customers in each year. Management periodically reviews the performance of these loans and does not expect to make significant adjustments to assumptions due to the small remaining value of the loans.


F-23

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 8—Borrowing Arrangements
Secured Debt
2012 Activity
As of December 31, 2012 and December 31, 2011, the Company had outstanding mortgage indebtedness on Properties held for long term of approximately $2,070 million and $2,085 million, respectively. The weighted average interest rate, including the fair market value adjustment, on this mortgage indebtedness for the year ended December 31, 2012 was approximately 5.51% per annum. The debt bears interest at stated rates of 3.9% to 8.9% per annum and matures on various dates ranging from 2013 to 2023. The debt encumbered a total of 171 and 174 of the Company’s Properties as of December 31, 2012 and December 31, 2011, respectively, and the carrying value of such Properties was approximately $2,494 million and $2,578 million, respectively, as of such dates.
During the year ended December 31, 2012, the Company received approximately $74.0 million of financing proceeds on one manufactured home community with a stated interest rate of 3.90% per annum, maturing in 2022. The proceeds were used to pay off the mortgage on the property, which was set to mature on May 1, 2013, totaling approximately $35.1 million, with a stated interest rate of 5.69% per annum. The Company also closed on approximately $85.5 million of financing proceeds on two RV resorts with a weighted average interest rate of 5.10% per annum, maturing in 2022. The Company used the proceeds to pay off the mortgages on these two properties, which were set to mature on June 1, 2014, totaling approximately $63.3 million, with a weighted average interest rate of 5.41% per annum. The Company also paid off three maturing mortgages totaling approximately $39.3 million, with a weighted average interest rate of 5.79% per annum.
2011 Activity
During the year ended December 31, 2011, the Company paid off nine maturing mortgages totaling approximately $52.5 million, with a weighted average interest rate of 7.04% per annum. The Company also closed on approximately $200.0 million of new financing on 20 manufactured home communities and three resort properties with a weighted average interest rate of 5.02% per annum, maturing in 2021. The Company also assumed approximately $548 million of mortgage debt which includes a fair value adjustment of approximately $34 million secured by 35 of the 2011 Acquisition Properties (as defined herein) with stated interest rates ranging from 4.65% to 8.87% per annum, maturing in various years ranging from 2012 to 2023.
Term Loan
The Company’s $200.0 million Term Loan matures on June 30, 2017 and has a one-year extension option, an interest rate of LIBOR plus 1.85% to 2.80% per annum and, subject to certain conditions, may be prepaid at any time without premium or penalty after July 1, 2014. Prior to July 1, 2014, a prepayment penalty of 2% of the amount prepaid would be owed. The spread over LIBOR is variable based on leverage measured quarterly throughout the loan term. The Term Loan contains customary representations, warranties and negative and affirmative covenants, and provides for acceleration of principal and payment of all other amounts payable thereunder upon the occurrence of certain events of default. In connection with the Term Loan, the Company also entered into a three year LIBOR Swap Agreement (the “Swap”) allowing the Company to trade its variable interest rate for a fixed interest rate on the Term Loan. (See Note 9 in the Notes to Consolidated Financial Statements contained in this Form 10-K for further information on the accounting of the Swap.) The proceeds were used to partially fund the 2011 Acquisition discussed in detail in Note 19 in the Notes to the Consolidated Financial Statements Contained in this Form 10K.
Unsecured Line of Credit
As of December 31, 2012 and 2011, the Company’s unsecured Line of Credit (“LOC”) had an availability of $380 million of which no amounts were outstanding. On July 20, 2012, the Company amended its LOC to (i) decrease the per annum interest rate to LIBOR plus a maximum of 1.40% to 2.00%, bearing a facility rate of 0.25% to 0.40%, (ii) extend the maturity of the LOC to September 15, 2016, (iii) lengthen the extension option to one year and (iv) effect other ministerial changes. The Company incurred commitment and arrangement fees of approximately $1.3 million to enter into the amended LOC. Prior to the amendment, the Company’s LOC bore interest at a LIBOR rate plus 1.65% to 2.50%, contained a 0.30% to 0.40% facility fee and had a maturity date of September 18, 2015. The Company had an eight months extension option under the LOC, subject to payment by it of certain administrative fees and the satisfaction of certain other enumerated conditions.
The weighted average interest rate for the years ended December 31, 2012 and 2011 for the Company’s unsecured debt was approximately zero and 3.9% per annum, respectively, as no amounts were outstanding on the line of credit at any time during the year ended December 31, 2012.

F-24

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 8—Borrowing Arrangements (continued)
Future Maturities of Debt
Aggregate payments of principal on long-term borrowings for each of the next five years and thereafter are as follows (amounts in thousands): 
Year
Amount
2013
$
105,052

2014
161,160

2015
591,949

2016
238,626

2017
302,801

Thereafter
845,670

Net unamortized premiums
24,608

Total
$
2,269,866

Note 9—Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
In connection with the Term Loan, the Company entered into a three-year, $200.0 million LIBOR notional swap agreement. (See Note 8 in the Notes to the Consolidated Financial Statements contained in this Form 10-K for information about the Term Loan related to the $200.0 million notional swap.) The Swap fixes the underlying LIBOR rate on the Term Loan at 1.11% per annum for the first three years. Based on actual leverage as of December 31, 2012, the Company’s spread over LIBOR was 1.95% resulting in an actual all-in interest rate of 3.06% per annum. The Company has designated the Swap as a cash flow hedge. No gain or loss was recognized in the Consolidated Statements of Income and Comprehensive Income related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedge during the years ended December 31, 2012 and 2011.
 Amounts reported in accumulated other comprehensive loss on the Consolidated Balance Sheet related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $1.8 million will be reclassified as an increase to interest expense.
Derivative Instruments and Hedging Activities
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Company’s Consolidated Balance Sheet as of December 31, 2012 and 2011 (amounts in thousands).
 
Balance Sheet Location
 
December 31,
2012
 
December 31,
2011
Interest Rate Swap
Accrued payroll and other operating expenses
 
$
2,591

 
$
2,547

Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement
The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012 and 2011.
Derivatives in Cash Flow Hedging Relationship
Amount of loss recognized
in OCI on derivative
(effective portion)
 
Location of loss
reclassified from
accumulated OCI into income
(effective portion)
 
Amount of loss
reclassified from
accumulated OCI into
income (effective
portion)
December 31,
2012
 
December 31,
2011
 
 
December 31,
2012
 
December 31,
2011
Interest Rate Swap
$
1,797

 
$
3,445

 
Interest Expense
 
$
1,754

 
$
898

The Company determined that no adjustment was necessary for nonperformance risk on its derivative obligation. As of December 31, 2012, the Company has not posted any collateral related to this agreement.


F-25

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 10—Deferred Revenue-entry of right-to-use contracts and Deferred Commission Expense
Up-front payments received upon the entry of right-to-use contracts are recognized in accordance with FASB ASC 605. The Company will recognize the up-front non-refundable payments over the estimated customer life, which, based on historical attrition rates, the Company has estimated to be between one to 31 years. The commissions paid on the entry of right-to-use contracts will be deferred and amortized over the same period as the related sales revenue.
Components of the change in deferred revenue-entry of right-to-use contracts and deferred commission expense are as follows (amounts in thousands):
 
 
Years Ended December 31,
 
 
2012
 
2011
Deferred revenue—entry of right-to-use contracts, as of January 1,
 
$
56,285

 
$
44,349

Deferral of new right-to-use contracts
 
13,433

 
17,856

Deferred revenue recognized
 
(6,739
)
 
(5,920
)
Net increase in deferred revenue
 
6,694

 
11,936

Deferred revenue—entry of right-to-use contracts, as of December 31,
 
$
62,979

 
$
56,285

 
 
 
 
 
Deferred commission expense, as of January 1,
 
$
19,687

 
$
14,898

Costs deferred
 
5,465

 
6,735

Commission expense recognized
 
(2,310
)
 
(1,946
)
Net increase in deferred commission expense
 
3,155

 
4,789

Deferred commission expense, as of December 31,
 
$
22,842

 
$
19,687

Note 11—Lease Agreements
The leases entered into between the customer and the Company for the rental of a site are generally month-to-month or for a period of one to ten years, renewable upon the consent of the parties or, in some instances, as provided by statute. Long-term leases that are non-cancelable by the tenant are in effect at certain sites for 18 of the Properties. Rental rate increases at these Properties are primarily a function of increases in the Consumer Price Index, taking into consideration certain conditions. Additionally, periodic market rate adjustments are made as deemed appropriate. Future minimum rents are scheduled to be received under non-cancelable tenant leases at December 31, 2012 are as follows (amounts in thousands):
 
Year
Amount
2013
$
40,100

2014
39,327

2015
18,532

2016
17,110

2017
16,639

Thereafter
48,104

Total
$
179,812

  
Note 12—Ground Leases
The Company leases land under non-cancelable operating leases at certain of the Properties expiring in various years from 2013 to 2054. The majority of the lease terms require twelve equal payments per year plus additional rents calculated as a percentage of gross revenues. The Colony Cove Property lease requires escalated payments every three months based on the increase in the purchase option, see further detail below. For the year ended December 31, 2012, 2011, and 2010 ground lease rent was approximately $3.3 million, $2.5 million, and $1.9 million, respectively. Minimum future rental payments under the ground leases as of December 31, 2012 are as follows (amounts in thousands): 
Year
Amount
2013
$
3,353

2014
1,915

2015
1,921

2016
1,928

2017
1,935

Thereafter
13,012

Total
$
24,064


F-26

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 12—Ground Leases (continued)
The decrease in future minimum rental payments assumes that the Company will exercise its option to acquire land at the Colony Cove Property on January 1, 2014. The option exercise is subject to certain assumptions and the timing of the option exercise may be before or after January 1, 2014. If the Company does not exercise its option as planned the ground lease payments will continue at approximately $1.4 million annually for the next 95 years.
Note 13—Transactions with Related Parties
Privileged Access
On August 14, 2008, the Company closed on the PA Transaction by acquiring substantially all of the assets and assuming certain liabilities of Privileged Access for an unsecured note payable of $2.0 million which was paid off during the year ended December 31, 2009. Prior to the purchase, Privileged Access had a 12-year lease with the Company for 82 Properties that terminated upon closing. At closing, approximately $4.8 million of Privileged Access cash was deposited into an escrow account for liabilities that Privileged Access has retained. The terms of the PA Transaction provided for a distribution of $0.1 million of excess escrow funds to Privileged Access and the remainder to the Company on the two-year anniversary of the PA Transaction. During the year ended December 31, 2010, the Company received approximately $1.1 million in proceeds from the escrow account. There was no balance in the escrow account for the year ended December 31, 2012. As of December 31, 2011, the escrow balance was approximately $0.2 million.
Mr. McAdams, the Company’s President from January 1, 2008 to January 31, 2011, owns 100% of Privileged Access. Effective February 1, 2011, Mr. McAdams became president of a subsidiary of the Company involved in ancillary activities and relinquished his role as President of the Company. The Company entered into an employment agreement effective as of January 1, 2008 (the “Employment Agreement”) with Mr. McAdams which provided for an initial term of three years which expired on December 31, 2010. The Employment Agreement provided for a minimum annual base salary of $0.3 million, with the option to receive an annual bonus in an amount up to three times his base salary. Mr. McAdams is also subject to a non-compete clause and to mitigate potential conflicts of interest shall have no authority, on behalf of the Company and its affiliates, to enter into any agreement with any entity controlling, controlled by or affiliated with Privileged Access. Prior to forming Privileged Access, Mr. McAdams was a member of the Company’s Board of Directors from January 2004 to October 2005. Simultaneous with his appointment as president of Equity LifeStyle Properties, Inc., Mr. McAdams resigned as Privileged Access’s Chairman, President and CEO. However, he was on the board of PATT Holding Company, LLC (“PATT”), a subsidiary of Privileged Access, until the entity was dissolved in 2008.
Corporate Headquarters
The Company leases office space from Two North Riverside Plaza Joint Venture Limited Partnership, an entity affiliated with Mr. Zell, the Company’s Chairman of the Board. Payments made in accordance with the lease agreement to this entity amounted to approximately $0.9 million, $1.0 million, and $0.5 million for the years ended December 31, 2012, 2011 and 2010, respectively. Only seven months of rent was paid during the year ended December 31, 2010 as the first five months of the year were included in the free rent provided by the landlord in connection with a new lease for the office space that commenced December 1, 2009.
Other
On October 18, 2012, the Company’s Chief Executive Officer, Thomas Heneghan, accepted an offer to become Chief Executive Officer of Equity International Management, LLC (“Equity International”), effective in February 2013, and he resigned as the Company’s Chief Executive Officer effective February 1, 2013. During the period from October 18, 2012 through February 1, 2013, Mr. Heneghan continued to serve as the Company’s Chief Executive Officer, but he also performed certain services for Equity International, an entity affiliated with Mr. Zell, the Company’s Chairman of the Board. The Company paid Mr. Heneghan his regular compensation through February 1, 2013. However, in consideration for the Company allowing Mr. Heneghan to perform certain services for Equity International during this period, the Company and Equity International agreed that Equity International would reimburse the Company for a portion of Mr. Heneghan’s compensation in the amount of $0.3 million.


F-27

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 14—Stock Option Plan and Stock Grants
The Company’s Stock Option and Stock Award Plan (the “Plan”) was adopted in December 1992 and amended and restated from time to time, most recently effective March 23, 2001. Pursuant to the Plan, officers, directors, employees and consultants of the Company are offered the opportunity (i) to acquire shares of common stock through the grant of stock options (“Options”), including non-qualified stock options and, for key employees, incentive stock options within the meaning of Section 422 of the Internal Revenue Code; and (ii) to be awarded shares of common stock (“Restricted Stock Grants”), subject to conditions and restrictions determined by the Compensation, Nominating, and Corporate Governance Committee of the Company’s Board of Directors (the “Compensation Committee”). The Compensation Committee will determine the vesting schedule, if any, of each Option and the term, which term shall not exceed ten years from the date of grant. As to the Options that have been granted through December 31, 2012 to officers and employees, generally, one-third are exercisable one year after the initial grant, one-third are exercisable two years following the date such Options were granted and the remaining one-third are exercisable three years following the date such Options were granted. Shares that did not vest were forfeited. Dividends are paid on restricted stock and are not returnable, even if the underlying stock does not entirely vest. Stock Options are awarded at the New York Stock Exchange closing price of the Company’s common stock on the grant date. A maximum of 6,000,000 shares of common stock are available for grant under the Plan and no more than 250,000 shares may be subject to grants to any one individual in any calendar year.
Grants under the Plan are made by the Compensation Committee, which determines the individuals eligible to receive awards, the types of awards, and the terms, conditions and restrictions applicable to any award. In addition, the terms of two specific types of awards are contemplated under the Plan:

The first type of award is a grant of Options or Restricted Stock Grants of common stock made to each member of the Board at the meeting held immediately after each annual meeting of the Company’s stockholders. Generally, if the director elects to receive Options, the grant will cover 10,000 shares of common stock at an exercise price equal to the fair market value on the date of grant. If the director elects to receive a Restricted Stock Grant of common stock, he or she will receive an award of 2,000 shares of common stock. Exercisability or vesting with respect to either type of award will be one-third of the award after six months, two-thirds of the award after one year, and the full award after two years.

The second type of award is a grant of common stock in lieu of 50% of their bonus otherwise payable to individuals with a title of Vice President or above. A recipient can request that the Compensation Committee pay a greater or lesser portion of the bonus in shares of common stock.
 
The Company accounts for its stock-based compensation in accordance with FASB ASC 718.
Restricted Stock Grants
On January 31, 2013, the Company awarded Restricted Stock Grants for 31,000 shares of common stock at a fair market value of approximately $2.2 million to the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of December 31, 2013December 31, 2014, and December 31, 2015.
On February 1, 2013, the Company awarded Restricted Stock Grants for 34,333 shares of common stock to certain members of senior management of the Company. These Restricted Stock Grants will vest on December 31, 2013. The fair market value of these Restricted Stock Grants was approximately $2.5 million as of the date of grant and is recorded as a compensation expense and paid in capital over the vesting period.
On May 8, 2012, the Company awarded Restricted Stock Grants for 16,000 shares of common stock at a fair market value of approximately $1.1 million to the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of November 8, 2012May 8, 2013, and May 8, 2014.
On January 31, 2012, the Company awarded Restricted Stock Grants for 31,000 shares of common stock at a fair market value of approximately $2.2 million to certain members of the Board of Directors for services rendered in 2011. One-third of the shares of restricted common stock covered by these awards vests on each of December 31, 2012December 31, 2013, and December 31, 2014.
On January 31, 2012, the Company awarded Restricted Stock Grants for 60,332 shares of common stock to certain members of senior management of the Company. These Restricted Stock Grants vested on December 31, 2012. The fair market value of these Restricted Stock Grants was approximately $4.2 million as of the date of grant and is recorded as a compensation expense and paid in capital over the vesting period. During 2012, 18,333 shares of this restricted stock grant valued at issuance date of approximately $1.3 million were relinquished by certain members of senior management.

F-28

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 14—Stock Option Plan and Stock Grants (continued)
On May 11, 2011, the Company awarded Restricted Stock Grants for 16,000 shares of common stock at a fair market value of approximately $0.9 million to the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of November 11, 2011May 11, 2012, and May 11, 2013.
On February 1, 2011, the Company awarded Restricted Stock Grants for 72,665 shares of common stock to certain members of senior management of the Company. These Restricted Stock Grants vested December 31, 2011. The fair market value of these Restricted Stock Grants was approximately $4.2 million as of the date of grant and is recorded as a compensation expense and paid in capital over the vesting period.
On January 31, 2011, the Company awarded Restricted Stock Grants for 31,000 shares of common stock at a fair market value of approximately $1.8 million to certain members of the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of December 31, 2011December 31, 2012, and December 31, 2013.
On May 11, 2010, the Company awarded Restricted Stock Grants for 16,000 shares of common stock at a fair market value of approximately $0.9 million to the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of November 11, 2010May 11, 2011, and May 11, 2012.
On February 1, 2010, the Company awarded Restricted Stock Grants for 74,665 shares of common stock to certain members of senior management of the Company. These Restricted Stock Grants vested on December 31, 2010. The fair market value of these Restricted Stock Grants was approximately $3.7 million as of the date of grant and was recorded as compensation expense and paid in capital over the vesting period.
On February 1, 2010, the Company awarded Restricted Stock Grants for 31,000 shares of common stock at a fair market value of approximately $1.5 million to certain members of the Board of Directors. One-third of the shares of restricted common stock covered by these awards vests on each of December 31, 2010December 31, 2011, and December 31, 2012.
The Company recognized compensation expense of approximately $5.8 million, $5.6 million and $5.1 million primarily related to Restricted Stock Grants in 2012, 2011 and 2010, respectively.
A summary of the Company’s restricted stock activity, and related information for the years ended December 31, 2012, 2011, and 2010 follows: 
 
Number of Shares
Weighted Average Grant Date Fair Value
Balance at December 31, 2009
56,008

$
24.99

Shares granted
121,665

50.03

Share vested
(125,330
)
44.19

Balance at December 31, 2010
52,343

37.22

Shares granted
119,665

57.49

Shares canceled/forfeited
(11,333
)
57.40

Shares vested
(113,665
)
48.99

Balance at December 31, 2011
47,010

55.50

Shares granted
107,332

70.12

Shares canceled/forfeited
(18,333
)
70.14

Shares vested
(88,999
)
64.60

Balance at December 31, 2012
47,010

65.93

Compensation expense to be recognized subsequent to December 31, 2012 for Restricted Stock Grants issued prior to 2013 that has not yet vested was approximately $2.8 million, which is expected to be recognized over a weighted average term of 1.5 years.

F-29

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 14—Stock Option Plan and Stock Grants (continued)
Stock Options
The fair value of each grant is estimated on the grant date using the Black-Scholes-Merton model. No options were issued. forfeited or expired during the year ended December 31, 2012, 2011, and 2010.
A summary of the Company’s stock option activity, and related information for the years ended December 31, 2012, 2011, and 2010 follows: 
 
 
Shares Subject To
Options
 
Weighted Average
Exercise Price Per Share
 
Weighted Average
Outstanding
Contractual Life
(in years)
Balance at December 31, 2009
 
841,851

 
$
39.94

 
6.0
Options exercised
 
(33,767
)
 
32.77

 
 
Options canceled
 
(2,900
)
 
17.50

 
 
Balance at December 31, 2010
 
805,184

 
40.32

 
5.1
Options exercised
 
(172,384
)
 
26.28

 
 
Balance at December 31, 2011
 
632,800

 
44.14

 
5.0
Options exercised
 
(80,000
)
 
48.20

 
 
Balance at December 31, 2012
 
552,800

 
43.56

 
4.0
Exercisable at December 31, 2012
 
552,800

 
43.56

 
4.0
The intrinsic value of outstanding and exercisable stock options represents the excess of the closing stock price as of the end of the year, over the exercise price multiplied by the applicable number of shares that may be acquired upon exercise of stock options. For the years ending December 31, 2012, 2011 and 2010, the intrinsic value of exercised options was $1.7 million, $5.7 million and $0.8 million, respectively. For the years ending December 31, 2012, 2011 and 2010, the intrinsic value of outstanding and exercisable options was $13.1 million, $14.3 million and $12.6 million, respectively.
As of December 31, 2012, 2011 and 2010, 654,346 shares, 743,345 shares and 851,677 shares remained available for grant, respectively; of these 254,529 shares, 343,528 shares and 451,860 shares, respectively, remained available for Restricted Stock Grants.  
Note 15—Preferred Stock
The Company’s Board of Directors is authorized under the Company’s charter, without further stockholder approval, to issue, from time to time, in one or more series, 10,000,000 shares of $0.01 par value preferred stock (the “Preferred Stock”), with specific rights, preferences and other attributes as the Board may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Company’s common stock. However, under certain circumstances, the issuance of preferred stock may require stockholder approval pursuant to the rules and regulations of The New York Stock Exchange.
On May 8, 2012, the ability to issue shares upon conversion of the Series A Preferred Stock was approved by the Company’s common stockholders. As a result, at September 30, 2012 the Series A Preferred Stock has been classified as redeemable interests inside of permanent equity on the Company’s Consolidated Balance Sheet. On September 14, 2012, the Company issued 54,458 shares of the Company’s Series C Preferred Stock with a liquidation value of $2,500.00 per share, which is represented by depositary shares as described below. Also on September 14, 2012, the Company exchanged 5,445,765 shares of its Series A Preferred Stock for 5,445,765 depositary shares, each representing 1/100th of a share of the Company’s Series C Preferred Stock with a liquidation value of $25.00 per depositary share, plus accrued and unpaid dividends of $0.3849625 per share of Series A Preferred Stock. On October 18, 2012, the Company redeemed the remaining 2,554,235 shares of Series A Preferred Stock at the $25.00 per share liquidation value plus accrued and unpaid dividends of $0.0948460 per share on such redeemed shares for approximately $64.1 million. Therefore, as of December 31, 2012, the Company did not have any Series A Preferred Stock outstanding.
During the year ended December 31, 2011, the Company issued 1,740,000 shares of Series B Preferred Stock, par value $0.01 per share. The Series B Preferred Stock was issued to partially fund the 2011 Acquisition which is discussed in detail in Note 19 in the Notes to the Consolidated Financial Statements contained in this Form 10-K. On October 24, 2011, the Company, on behalf of a selling stockholder, closed on a public offering of 3,162,069 shares of common stock. The 3,162,069 shares of common stock sold included 1,453,793 shares of common stock issued by the Company upon redemption of 1,453,793 shares of Series B Preferred Stock, par value $0.01 per share. The Company did not receive any proceeds from the offering. On December 23, 2011, the remaining 286,207 Series B Preferred Stock were redeemed for 286,207 shares of common stock. Therefore, as of the year ended December 31, 2011, the Company did not have any Series B Preferred Stock outstanding.

F-30

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 15—Preferred Stock (continued)
On March 4, 2011, the Company, on behalf of selling stockholders, closed on a public offering of 8,000,000 shares of Series A Preferred Stock, par value $0.01 per share, liquidation preference of $25.00 per share, at a price of $24.75 per share. The selling stockholders received the Series A Preferred Stock in exchange for $200 million of previously issued series D and series F Perpetual Preferred OP Units. The Company did not receive any proceeds from the offering.
Note 16—Long-Term Cash Incentive Plan
On January 24, 2013, the Company’s Compensation, Nominating and Corporate Governance Committee (the “Committee”) approved a Long-Term Cash Incentive Plan Award (the “2013 LTIP”) to provide a long-term cash bonus opportunity to certain members of the Company’s management. The 2013 LTIP was approved by the Committee pursuant to the authority set forth in the Long Term Incentive Plan approved by the Board on May 15, 2007. The total cumulative payment for all participants (the “Eligible Payment”) is based upon certain performance conditions being met over a three year period ending December 31, 2015.
The Committee has responsibility for administering the 2013 LTIP and may use its reasonable discretion to adjust the performance criteria or Eligible Payments to take into account the impact of any major or unforeseen transaction or events. The Company’s executive officers are not participants in the 2013 LTIP. The Eligible Payment will be paid in cash upon completion of the Company’s annual audit for the 2015 fiscal year and upon satisfaction of the vesting conditions as outlined in the 2013 LTIP and, including employer costs, is currently estimated to be approximately $5.8 million.
On May 11, 2010, the Company’s Board of Directors approved a Long-Term Cash Incentive Plan (the “2010 LTIP”) to provide a long-term cash bonus opportunity to certain members of the Company’s management. Such Board approval was upon recommendation of the Committee. One participant in the 2010 LTIP was promoted to Chief Financial Officer in 2012. No other executive officers were participants in the 2010 LTIP. As of December 31, 2012 and 2011, the Company had accrued compensation expense and payroll benefits of approximately $2.6 million and $1.8 million, respectively, for the 2010 LTIP including approximately $0.8 million and $1.1 million in the years ended December 31, 2012 and 2011. On January 24, 2013, the Committee approved payments under the 2010 LTIP of approximately $2.3 million to the participants.
The Company is accounting for both LTIP awards in accordance with FASB ASC 718. The amount accrued for the 2010 LTIP reflected the Committee’s evaluation of the 2010 LTIP based on forecasts and other information presented to the Committee and were subject to performance in line with forecasts and final evaluation and determination by the Committee.
Note 17—Savings Plan
The Company has a qualified retirement plan, with a salary deferral feature designed to qualify under Section 401 of the Code (the “401(k) Plan”), to cover its employees and those of its Subsidiaries, if any. The 401(k) Plan permits eligible employees of the Company and those of any Subsidiary to defer up to 60% of their eligible compensation on a pre-tax basis subject to certain maximum amounts. In addition, the Company will match 100% of the participant’s contribution up to the first 3% and then 50% of the next 2% for a maximum potential match of 4%.
In addition, amounts contributed by the Company will vest, on a prorated basis, according to the participant’s vesting schedule. After five years of employment with the Company, the participants will be 100% vested for all amounts contributed by the Company. Additionally, a discretionary profit sharing component of the 401(k) Plan provides for a contribution to be made annually for each participant in an amount, if any, as determined by the Company. All employee contributions are 100% vested. The Company’s contribution to the 401(k) Plan was approximately $1.3 million, $1.1 million, and $1.0 million, for the years ended December 31, 2012, 2011, and 2010, respectively.



Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies
California Rent Control Litigation
As part of the Company’s effort to realize the value of its Properties that are subject to rent control, the Company has initiated lawsuits against certain localities in California. The Company’s goal is to achieve a level of regulatory fairness in California’s rent control jurisdictions, and in particular those jurisdictions that prohibit increasing rents to market upon turnover. Such regulations allow tenants to sell their homes for a price that includes a premium above the intrinsic value of the homes. The premium represents the value of the future discounted rent-controlled rents, which is fully capitalized into the prices of the homes sold. In the Company’s view, such regulations result in a transfer to the tenants of the value of the Company’s land, which would otherwise be reflected in market rents. The Company has discovered through the litigation process that certain municipalities considered condemning the Company’s Properties at values well below the value of the underlying land. In the Company’s view, a failure to articulate market rents for sites governed by restrictive rent control would put the Company at risk for condemnation or eminent domain proceedings based on artificially reduced rents. Such a physical taking, should it occur, could represent substantial lost value to stockholders. The Company is cognizant of the need for affordable housing in the jurisdictions, but asserts that restrictive rent regulation does not promote this purpose because tenants pay to their sellers as part of the purchase price of the home all the future rent savings that are expected to result from the rent control regulations, eliminating any supposed improvement in the affordability of housing. In a more well-balanced regulatory environment, the Company would receive market rents that would eliminate the price premium for homes, which would trade at or near their intrinsic value. Such efforts include the following matters:
City of San Rafael
The Company sued the City of San Rafael on October 13, 2000 in the U.S. District Court for the Northern District of California, challenging its rent control ordinance (the “Ordinance”) on constitutional grounds. The Company believes the litigation was settled by the City’s agreement to amend the ordinance to permit adjustments to market rent upon turnover. The City subsequently rejected the settlement agreement. The Court refused to enforce the settlement agreement, and submitted to a jury the claim that it had been breached. In October 2002, a jury found no breach of the settlement agreement.
The Company’s constitutional claims against the City were tried in a bench trial during April 2007. On April 17, 2009, the Court issued its Order for Entry of Judgment in the Company’s favor (the “April 2009 Order”). On June 10, 2009, the Court ordered the City to pay the Company net fees and costs of approximately $2.1 million. On June 30, 2009, as anticipated by the April 2009 Order, the Court entered final judgment that gradually phased out the City’s site rent regulation scheme that the Court found unconstitutional. Pursuant to the final judgment, existing residents of the Company’s Property in San Rafael will be able to continue to pay site rent as if the Ordinance were to remain in effect for a period of 10 years, enforcement of the Ordinance was immediately enjoined with respect to new residents of the Property, and the Ordinance will expire entirely ten years from the June 30, 2009 date of judgment.
The City and the residents’ association (which intervened in the case) appealed, and the Company cross-appealed. The briefing has been completed, oral argument was held on February 13, 2013, and a decision from the Court of Appeals remains pending.
City of Santee
In June 2003, the Company won a judgment against the City of Santee in California Superior Court (Case No. 777094). The effect of the judgment was to invalidate, on state law grounds, two rent control ordinances the City of Santee had enforced against the Company and other property owners. However, the Court allowed the City to continue to enforce a rent control ordinance that predated the two invalid ordinances (the “prior ordinance”). As a result of the judgment the Company was entitled to collect a one-time rent increase based upon the difference in annual adjustments between the invalid ordinance(s) and the prior ordinance and to adjust its base rents to reflect what the Company could have charged had the prior ordinance been continually in effect. The City of Santee appealed the judgment. The City and the Homeowners’ Association of Meadowbrook Estates (“tenant association”) also each sued the Company in separate actions in the California Superior Court (Case Nos. GIE 020887 and GIE 020524) alleging that the rent adjustments pursuant to the judgment violated the prior ordinance, sought to rescind the rent adjustments, and sought refunds of amounts paid, and penalties and damages in these separate actions. As a result of further proceedings and a series of appeals and remands, the Company was required to and did release the additional rents to the tenant association’s counsel for disbursement to the tenants, and the Company has ceased collecting the disputed rent amounts.
The tenant association continued to seek damages, penalties and fees in their separate action based on the same claims the City made on the tenants’ behalf in the City’s case. The Company moved for judgment on the pleadings in the tenant association’s case on the ground that the tenant association’s case was moot in light of the result in the City’s case. On November 6, 2008, the Court granted the Company’s motion for judgment on the pleadings without leave to amend. The tenant association appealed. In

F-32

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies (continued)
June 2010, the Court of Appeal remanded the case for further proceedings. On remand, on December 12, 2011, the Court granted the Company’s motion for summary judgment and denied the tenant association’s motion for summary judgment. On January 9, 2012, the Court entered judgment in favor of the Company, specifying that the tenant association shall recover nothing. On January 26, 2012, the Court set March 30, 2012 as the date for hearing the Company’s motion for attorneys’ fees and the tenant associations’ motion to reduce the Company’s claim for costs. On March 26, 2012, the tenant association filed a notice of appeal. On August 16, 2012, the Company and the tenant association entered a settlement agreement pursuant to which the tenant association dismissed its appeal in exchange for the Company’s agreement to dismiss its claims for attorneys’ fees and other costs. Because the matter was a class action by the tenant’s association, on January 18, 2013 the Court held a fairness hearing to consider final approval of the settlement, and approved the settlement.
In addition, the Company sued the City of Santee in United States District for the Southern District of California alleging all three of the ordinances are unconstitutional under the Fifth and Fourteenth Amendments to the United States Constitution. On October 13, 2010, the District Court: (1) dismissed the Company’s claims without prejudice on the ground that they were not ripe because the Company had not filed and received from the City a final decision on a rent increase petition, and (2) found that those claims are not foreclosed by any of the state court rulings. On November 10, 2010, the Company filed a notice of appeal from the District Court’s ruling dismissing the Company’s claims. On April 20, 2011, the appeal was voluntarily dismissed pursuant to stipulation of the parties.
In order to ripen its claims, the Company filed a rent increase petition with the City. At a hearing held on October 6, 2011, the City’s Manufactured Home Fair Practices Commission voted to deny that petition, and subsequently entered written findings denying it. The Company appealed that determination to the Santee City Council, which on January 25, 2012 voted to deny the appeal. In view of that adverse final decision on its rent increase petition, on January 31, 2012 the Company filed a new complaint in United States District for the Southern District of California alleging that the City’s ordinance effectuates a regulatory and private taking of the Company’s property and is unconstitutional under the Fifth and Fourteenth Amendments to the United States Constitution. On April 2, 2012, the City filed a motion to dismiss the new complaint. On December 21, 2012, the Court entered an order in which it: (a) denied the City’s motion to dismiss the Company’s private taking and substantive due process claims; (b) granted the City’s motion to dismiss the Company’s procedural due process claim as not cognizable because of the availability of a state remedy of a writ of mandamus; and (c) granted the City’s motion to dismiss the Company’s regulatory taking claim as being not ripe.
In addition, the Company also filed in the California Superior Court on February 1, 2012 a petition for a writ of administrative mandamus, and on September 28, 2012 a motion for writ of administrative mandamus, seeking orders correcting and vacating the decisions of the City and its Manufactured Home Fair Practices Commission, and directing that the Company’s rent increase petition be granted. The Company’s motion for writ of administrative mandamus is currently scheduled for hearing on April 5, 2013.
Colony Park
On December 1, 2006, a group of tenants at the Company’s Colony Park Property in Ceres, California filed a complaint in the California Superior Court for Stanislaus County alleging that the Company had failed to properly maintain the Property and had improperly reduced the services provided to the tenants, among other allegations. The Company answered the complaint by denying all material allegations and filed a counterclaim for declaratory relief and damages. The case proceeded in Superior Court because the Company’s motion to compel arbitration was denied and the denial was upheld on appeal. Trial of the case began on July 27, 2010. After just over three months of trial in which the plaintiffs asked the jury to award a total of approximately $6.8 million in damages, the jury rendered verdicts awarding a total of less than $44,000 to six out of the 72 plaintiffs, and awarding nothing to the other 66 plaintiffs. The plaintiff's who were awarded nothing filed a motion for a new trial or alternatively for judgment notwithstanding the jury’s verdict, which the Court denied on February 14, 2011. All but 3 of the 66 plaintiffs to whom the jury awarded nothing have appealed. The briefing on that appeal has been completed, but a date for oral argument remains to be set by the California Court of Appeal.
By orders entered on December 14, 2011, the Superior Court awarded the Company approximately $2.0 million in attorneys’ fees and other costs jointly and severally against the plaintiffs to whom the jury awarded nothing, and awarded no attorneys’ fees or costs to either side with respect to the six plaintiffs to whom the jury awarded less than $44,000. Plaintiffs have filed an appeal from the approximately $2.0 million award to the Company of attorneys’ fees and other costs.

F-33

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies (continued)
California Hawaiian
On April 30, 2009, a group of tenants at the Company’s California Hawaiian Property in San Jose, California filed a complaint in the California Superior Court for Santa Clara County alleging that the Company has failed to properly maintain the Property and has improperly reduced the services provided to the tenants, among other allegations. The Company moved to compel arbitration and stay the proceedings, to dismiss the case, and to strike portions of the complaint. By order dated October 8, 2009, the Court granted the Company’s motion to compel arbitration and stayed the court proceedings pending the outcome of the arbitration. The plaintiffs filed with the California Court of Appeal a petition for a writ seeking to overturn the trial court’s arbitration and stay orders. On May 10, 2011, the Court of Appeal granted the petition and ordered the trial court to vacate its order compelling arbitration and to restore the matter to its litigation calendar for further proceedings. On May 24, 2011, the Company filed a petition for rehearing requesting the Court of Appeal to reconsider its May 10, 2011 decision. On June 8, 2011, the Court of Appeal denied the petition for rehearing. On June 16, 2011, the Company filed with the California Supreme Court a petition for review of the Court of Appeal’s decision. On August 17, 2011, the California Supreme Court denied the petition for review. Discovery in the case is proceeding. The Company believes that the allegations in the complaint are without merit, and intends to vigorously defend the litigation.
Hurricane Claim Litigation
On June 22, 2007, the Company filed suit in the Circuit Court of Cook County, Illinois (Case No. 07CH16548), against its insurance carriers, Hartford Fire Insurance Company, Essex Insurance Company (“Essex”), Lexington Insurance Company and Westchester Surplus Lines Insurance Company (“Westchester”), regarding a coverage dispute arising from losses suffered by the Company as a result of hurricanes that occurred in Florida in 2004 and 2005. The Company also brought claims against Aon Risk Services, Inc. of Illinois (“Aon”), the Company’s former insurance broker, regarding the procurement of appropriate insurance coverage for the Company. The Company is seeking declaratory relief establishing the coverage obligations of its carriers, as well as a judgment for breach of contract, breach of the covenant of good faith and fair dealing, unfair settlement practices and, as to Aon, for failure to provide ordinary care in the selling and procuring of insurance. The claims involved in this action are approximately $11.0 million.
In response to motions to dismiss, the trial court dismissed: (1) the requests for declaratory relief as being duplicative of the claims for breach of contract and (2) certain of the breach of contract claims as being not ripe until the limits of underlying insurance policies have been exhausted. On or about January 28, 2008, the Company filed its Second Amended Complaint (“SAC”), which the insurers answered. In response to the court’s dismissal of the SAC’s claims against Aon, the Company ultimately filed, on February 2, 2009, a new Count VIII against Aon alleging a claim for breach of contract, which Aon answered. In January 2010, the parties engaged in a settlement mediation, which did not result in a settlement. In June 2010, the Company filed motions for partial summary judgment against the insurance companies seeking a finding that our hurricane debris cleanup costs are within the extra expense coverage of our excess insurance policies. On December 13, 2010, the Court granted the motion. Discovery is proceeding with respect to various remaining issues, including the amounts of the debris cleanup costs the Company is entitled to collect pursuant to the Court’s order granting the Company partial summary judgment.
On August 6, 2012, the Company was served with motions by Essex and Westchester seeking leave to amend their pleadings, which the Court subsequently allowed, to add affirmative defenses seeking to bar recovery on the alleged ground that the claim the Company submitted for hurricane-related losses allegedly intentionally concealed and misrepresented that a portion of that claim was not hurricane-related, and to add a counterclaim seeking on the same alleged ground reimbursement of approximately $2.4 million Essex previously paid. The Company believes that the affirmative defenses and counterclaim are without merit, and intends to vigorously contest them. The parties have filed motions for partial summary judgment with respect to certain of the claims that remain in the case, which are pending. The case has been set for trial on August 19, 2013.
The Company has entered settlements of its claims with certain of the insurers and also received additional payments from certain of the insurers since filing the lawsuit, collectively totaling approximately $7.4 million.
Membership Class Action
On July 29, 2011, the Company was served with a class action lawsuit in California state court filed by two named plaintiffs, who are husband and wife. Among other allegations, the suit alleges that the plaintiffs purchased a membership in the Company’s Thousand Trails network of campgrounds and paid annual dues; that they were unable to make a reservation to utilize one of the campgrounds because, they were told, their membership did not permit them to utilize that particular campground; that the Company failed to comply with the written disclosure requirements of various states’ membership camping statutes; that the Company misrepresented that it provides a money-back guaranty; and that the Company misrepresented that the campgrounds or portions of the campgrounds would be limited to use by members.

F-34

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies (continued)
Allegedly on behalf of “between 100,000 and 200,000” putative class members, the suit asserts claims for alleged violation of: (1) the California Civil Code §§ 1812.300, et seq.; (2) the Arizona Revised Statutes §§ 32-2198, et seq.; (3) Chapter 222 of the Texas Property Code; (4) Florida Code §§ 509.001, et seq.; (5) Chapter 119B of the Nevada Administrative Code; (6) Business & Professions Code §§ 17200, et seq., (7) Business & Professions Code §§ 17500; (8) Fraud - Intentional Misrepresentation and False Promise; (9) Fraud - Omission; (10) Negligent Misrespresentation; and (11) Unjust Enrichment. The complaint seeks, among other relief, rescission of the membership agreements and refund of the member dues of plaintiffs and all others who purchased a membership from or paid membership dues to the Company since July 21, 2007; general and special compensatory damages; reasonable attorneys’ fees, costs and expenses of suit; punitive and exemplary damages; a permanent injunction against the complained of conduct; and pre-judgment interest.
On August 19, 2011, the Company filed an answer generally denying the allegations of the complaint, and asserting affirmative defenses. On August 23, 2011, the Company removed the case from the California state court to the federal district court in San Jose. On July 23, 2012, the Company filed a motion to deny class certification. On July 24, 2012, the plaintiffs filed a motion for leave to amend their class action complaint to add four additional named plaintiffs. On August 28, 2012, the Court held a hearing on the Company's motion to deny class certification and on the plaintiffs’ motion for leave to amend. The Court took the motions under submission and has not yet ruled on them. Separately, on September 14, 2012, the plaintiffs filed a motion for class certification, on which the Court held a hearing on November 6, 2012 and which remains pending.
Cascade
On December 10, 2008, the King County Hospital District No. 4 (the “Hospital District” or “District”) filed suit against the Company in the Superior Court of King County, Washington, seeking a declaratory judgment that the District had properly rescinded an agreement to acquire, in lieu of a formal condemnation proceeding, the Company’s Thousand Trails - Cascade Property (“Cascade”) located 20 miles east of Seattle, Washington. Under that agreement, the Company had agreed to accept from the Hospital District $12.5 million for Cascade with an earnest money deposit of approximately $0.4 million. Immediately before commencement of the trial, the parties entered into a settlement, pursuant to which: (a) the Hospital District would acquire Cascade and compensate the Company in the amount of $7.05 million (the “Compensation Amount”) in 2015 or sooner; (b) the unpaid balance of the Compensation Amount would be increased at a rate of 5% (or 6% under certain circumstances) per year until closing; (c) the Hospital District would make interim non-refundable payments to the Company of 50% of each payment it received on its $30.0 million promissory note from the Snoqualmie Indian Tribe (the “Tribe Note”); and (d) if the Hospital District breached its obligations under the settlement, including without limitation if the Hospital District compromised the Tribe Note without the Company's written consent or failed to pay the Company 50% of any amounts received under the Tribe Note, the Company would be entitled to have a judgment automatically entered against the Hospital District for $12.15 million less interim payments the Hospital District had made.
On August 27, 2012, the Hospital District provided written notice under the settlement of its readiness to close on the acquisition of Cascade. The Company learned that the Hospital District negotiated and received a discounted, early payoff of the Tribe Note without obtaining the Company’s written consent, and failed to pay to the Company 50% of that payoff. Accordingly, pursuant to the terms of the settlement, the Company sent to the Hospital District on August 31, 2012 written notice that the Hospital District had breached the settlement both (1) by modifying the Tribe's Note without having first obtained the Company’s written consent; and (2) by failing to pay to the Company 50% of all sums received by the District from the Tribe Note. The Company’s written notice asserted that the Company was therefore entitled to file the Automatic Judgment, and invited resolution of the dispute. On December 7, 2012, the parties closed on the sale of the Property from the Company to the Hospital District, from which the net proceeds to the Company were approximately $7.6 million, finally resolving the matter.
Utah Utility Charges Class Action
On October 9, 2012, the Company was served with a class action lawsuit in Utah state court filed by the “Utah Manufactured Homeowner's Action Group, Inc.” against numerous owners and operators of numerous Utah manufactured home communities, two of which are owned by the Company. Among other allegations, the suit alleged that the defendants unlawfully impose service charges or fees on residents that are greater than the defendants’ actual costs of providing the utility services, and that when residents question or object defendants threatened to evict or otherwise punish and intimidate the residents. The suit asserted claims that the foregoing alleged conduct violated Utah Code 57-16-4(ii)(c) and resulted in unjust enrichment to the defendants. The suit demanded a jury trial and sought, among other relief, damages in an amount to be determined but not less than $1.0 million; costs and fees; punitive and/or exemplary damages, as appropriate; and preliminary and permanent injunctive relief. On December 19, 2012, the plaintiff filed a notice of dismissal dismissing the Company from the class action lawsuit.

F-35

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 18—Commitments and Contingencies (continued)
Litigation Relating to Potential Acquisition of Certain RV Resorts
On November 9, 2012, the Company entered a letter of intent with Morgan RV Resorts (“Morgan”), which granted the Company a right of exclusive dealing (“Exclusivity Right”) and a right of first refusal (“ROFR”) with respect to the purchase of 15 of Morgan's RV resorts. On December 13, 2012, Sun Communities, Inc. announced in an SEC filing that certain of its affiliates (collectively, “Sun”) had entered into a contract with Morgan to purchase 11 of those same properties, as a result of which the Company subsequently exercised its ROFR. In a suit initiated by Sun on December 26, 2012 against the Company and Morgan in the Oakland County (Michigan) Circuit Court, the parties are litigating the issue of who has the right to the properties. On February 12, 2013, Sun announced in an SEC filing that it had closed its purchase from Morgan on ten of the 11 properties at issue.
Other
The Company is involved in various other legal and regulatory proceedings arising in the ordinary course of business. Such proceedings include, but are not limited to, notices, consent decrees, information requests, and additional permit requirements and other similar enforcement actions by governmental agencies relating to the Company’s water and wastewater treatment plants and other waste treatment facilities. Additionally, in the ordinary course of business, the Company’s operations are subject to audit by various taxing authorities. Management believes that all proceedings herein described or referred to, taken together, are not expected to have a material adverse impact on the Company. In addition, to the extent any such proceedings or audits relate to newly acquired Properties, the Company considers any potential indemnification obligations of sellers in favor of the Company.
Note 19—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.

F-36

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

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

_________________________________
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.


F-37

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 20—Reportable Segments
Operating segments are defined as components of an entity for which separate financial information is available that is evaluated regularly by the chief operating decision maker. The chief operating decision maker evaluates and assesses performance on a monthly basis. Segment operating performance is measured on Net Operating Income (“NOI”). NOI is defined as total operations revenues less total operations expenses. Segments are assessed before interest income, depreciation and amortization of in-place leases.
The Company has two reportable segments which are: (i) the Property Operations and (ii) Home Sales and Rentals Operations Segments. The Property Operations segment owns and operates land lease Properties and the Home Sales and Rentals Operations segment purchases, sells and leases homes at the Properties.
All revenues are from external customers and there is no customer who contributed 10% or more of the Company’s total revenues during the three years ended December 31, 2012, 2011, and 2010.
The following tables summarize the Company’s segment financial information (amounts in thousands):
Year Ended December 31, 2012
 
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
669,270

 
$
23,805

 
$
693,075

Operations expenses
(320,726
)
 
(18,245
)
 
(338,971
)
Income from segment operations
348,544

 
5,560

 
354,104

Interest income
3,075

 
6,488

 
9,563

Depreciation on real estate and rental homes
(98,713
)
 
(6,204
)
 
(104,917
)
Amortization of in-place leases
(44,010
)
 
(1,112
)
 
(45,122
)
Income from operations
$
208,896

 
$
4,732

 
213,628

Reconciliation to Consolidated net income
 
 
 
 
 
Other revenues
 
 
 
 
7,239

General and administrative
 
 
 
 
(26,744
)
Acquisition costs
 
 
 
 
(180
)
Interest and related amortization
 
 
 
 
(124,524
)
Rent control initiatives and other
 
 
 
 
(1,456
)
Equity in income of unconsolidated joint ventures
 
 
 
 
1,899

Gain on sale of property, net of tax
 
 
 
 
4,596

Consolidated net income
 
 
 
 
$
74,458

Total assets
$
3,078,304

 
$
319,922

 
$
3,398,226

Capital improvements
$
30,863

 
$
44,397

 
$
75,260



F-38

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 20—Reportable Segments (continued)

Year Ended December 31, 2011  
 
Property
Operations
 
Home Sales
and  Rentals
Operations
 
Consolidated
Operations revenues
$
560,883

 
$
14,864

 
$
575,747

Operations expenses
(279,748
)
 
(12,122
)
 
(291,870
)
Income from segment operations
281,135

 
2,742

 
283,877

Interest income
3,377

 
3,340

 
6,717

Depreciation on real estate and rental homes
(79,923
)
 
(4,334
)
 
(84,257
)
Amortization of in-place leases
(27,707
)
 
(772
)
 
(28,479
)
Income from operations
$
176,882

 
$
976

 
177,858

Reconciliation to Consolidated net income
 
 
 
 
 
Other revenues
 
 
 
 
6,735

General and administrative
 
 
 
 
(23,833
)
Acquisition costs
 
 
 
 
(18,493
)
Interest and related amortization
 
 
 
 
(99,668
)
Rent control initiatives and other
 
 
 
 
(2,043
)
Equity in income of unconsolidated joint ventures
 
 
 
 
1,948

Consolidated net income
 
 
 
 
$
42,504

Total assets
$
3,274,200

 
$
221,901

 
$
3,496,101

Capital improvements
$
26,224

 
$
35,808

 
$
62,032

Year Ended December 31, 2010
 
Property
Operations
 
Home Sales
and  Rentals
Operations
 
Consolidated
Operations revenues
$
495,150

 
$
11,990

 
$
507,140

Operations expenses
(257,616
)
 
(10,585
)
 
(268,201
)
Income from segment operations
237,534

 
1,405

 
238,939

Interest income
3,263

 
782

 
4,045

Depreciation on real estate and rental homes
(68,067
)
 
(2,885
)
 
(70,952
)
Income from operations
$
172,730

 
$
(698
)
 
172,032

Reconciliation to Consolidated net income
 
 
 
 
 
Other revenues
 
 
 
 
6,114

General and administrative
 
 
 
 
(22,559
)
Goodwill impairment
 
 
 
 
(3,635
)
Interest and related amortization
 
 
 
 
(91,151
)
Rent control initiatives and other
 
 
 
 
(2,200
)
Equity in income of unconsolidated joint ventures
 
 
 
 
2,027

Loss from sale of property
 
 
 
 
(231
)
Consolidated net income
 
 
 
 
$
60,397

Total assets
$
1,914,578

 
$
133,817

 
$
2,048,395

Capital improvements
$
28,852

 
$
19,777

 
$
48,629


F-39

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 20—Reportable Segments (continued)
The following table summarizes the Company’s financial information for the Property Operations segment for the years ended December 31, 2012, 2011, and 2010 (amounts in thousands): 
 
 
December 31,
2012
 
December 31,
2011
 
December 31,
2010
Revenues:
 
 
 
 
 
 
Community base rental income
 
$
414,170

 
$
318,851

 
$
259,351

Resort base rental income
 
134,327

 
130,489

 
129,481

Right-to-use annual payments
 
47,662

 
49,122

 
49,831

Right-to-use contracts current period, gross
 
13,433

 
17,856

 
19,496

Right-to-use contracts current period, deferred
 
(6,694
)
 
(11,936
)
 
(14,856
)
Utility income and other
 
64,432

 
53,843

 
48,357

Ancillary services revenues, net
 
1,940

 
2,658

 
3,490

Total property operations revenues
 
669,270

 
560,883

 
495,150

Expenses:
 
 
 
 
 
 
Property operating and maintenance
 
226,952

 
200,623

 
185,786

Real estate taxes
 
47,623

 
37,619

 
32,110

Sales and marketing, gross
 
10,846

 
11,219

 
12,606

Sales and marketing deferred commissions, net
 
(3,155
)
 
(4,789
)
 
(5,525
)
Property management
 
38,460

 
35,076

 
32,639

Total property operations expenses
 
320,726

 
279,748

 
257,616

Income from property operations segment
 
$
348,544

 
$
281,135

 
$
237,534

The following table summarizes the Company’s financial information for the Home Sales and Rentals Operations segment for the years ended December 31, 2012, 2011, and 2010 (amounts in thousands): 
 
December 31,
2012
 
December 31,
2011
 
December 31,
2010
Revenues:
 
 
 
 
 
Gross revenue from home sales
$
8,566

 
$
6,088

 
$
6,120

Brokered resale revenues, net
1,174

 
806

 
918

Rental home income (a)
14,065

 
7,970

 
4,952

Total revenues
23,805

 
14,864

 
11,990

Expenses:
 
 
 
 
 
Cost of home sales
9,475

 
5,683

 
5,396

Home selling expenses
1,411

 
1,589

 
2,078

Rental home operating and maintenance
7,359

 
4,850

 
3,111

Total expenses
18,245

 
12,122

 
10,585

Income from home sales and rentals operations segment
$
5,560

 
$
2,742

 
$
1,405

(a)
Does not include approximately $36.2 million, $23.9 million, and $15.3 million of site rental income included in Community base rental income for the years ended December 31, 2012, 2011, and 2010, respectively. 


F-40

Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements

Note 21—Quarterly Financial Data (unaudited)
The following is unaudited quarterly data for 2012 and 2011 (amounts in thousands, except for per share amounts):
2012
 
First
Quarter
03/31
 
Second
Quarter
6/30
 
Third
Quarter
9/30
 
Fourth
Quarter
12/31
Total revenues
 
$
181,291

 
$
174,827

 
$
181,828

 
$
171,931

Income from operations
 
$
52,960

 
$
42,291

 
$
56,854

 
$
61,523

Consolidated net income
 
$
17,653

 
$
6,299

 
$
21,492

 
$
29,014

Net income available for Common Shares
 
$
12,431

 
$
2,064

 
$
16,009

 
$
24,274

Weighted average Common Shares outstanding—Basic
 
41,088

 
41,131

 
41,190

 
41,285

Weighted average Common Shares outstanding—Diluted
 
45,369

 
45,390

 
45,447

 
45,472

Net income per Common Share outstanding—Basic
 
$
0.30

 
$
0.05

 
$
0.39

 
$
0.59

Net income per Common Share outstanding—Diluted
 
$
0.30

 
$
0.05

 
$
0.39

 
$
0.58

 
2011
 
First
Quarter
03/31
 
Second
Quarter
6/30
 
Third
Quarter
9/30
 
Fourth
Quarter
12/31
Total revenues (a)
 
$
135,143

 
$
127,690

 
$
164,045

 
$
162,321

Income from operations (a)
 
$
51,437

 
$
40,235

 
$
44,743

 
$
41,443

Consolidated net income (a)
 
$
25,632

 
$
11,654

 
$
1,356

 
$
3,862

Net income (loss) available for Common Shares (a)
 
$
18,960

 
$
6,827

 
$
(2,852
)
 
$
(160
)
Weighted average Common Shares outstanding—Basic
 
30,996

 
32,629

 
38,346

 
40,263

Weighted average Common Shares outstanding—Diluted
 
35,609

 
37,262

 
43,602

 
45,296

Net income (loss) per Common Share outstanding—Basic
 
$
0.61

 
$
0.21

 
$
(0.07
)
 
$0.00
Net income (loss) per Common Share outstanding—Diluted
 
$
0.61

 
$
0.20

 
$
(0.07
)
 
$0.00
______________________________________
(a)
Certain 2011 amounts have been reclassified to conform to the 2012 presentation. The reclassification had no material effect on the consolidated financial statements.

 




Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Properties Held for Long Term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Hidden Cove
 
 Arley
 
 AL
 
$

 
$
212

 
$
610

 
$

 
$
22

 
$
212

 
$
632

 
$
844

 
$
(153
)
 
2006
 Apache East
 
 Apache Junction
 
 AZ
 

 
2,236

 
4,181

 

 

 
2,236

 
4,181

 
6,417

 
(487
)
 
2011
 Apollo Village
 
 Phoenix
 
 AZ
 

 
932

 
3,219

 

 
1,464

 
932

 
4,683

 
5,615

 
(2,533
)
 
1994
 Araby
 
 Yuma
 
 AZ
 
(3,020
)
 
1,440

 
4,345

 

 
685

 
1,440

 
5,030

 
6,470

 
(1,449
)
 
2003
 Cactus Gardens
 
 Yuma
 
 AZ
 
(4,214
)
 
1,992

 
5,984

 

 
321

 
1,992

 
6,305

 
8,297

 
(1,784
)
 
2004
 Capri RV
 
 Yuma
 
 AZ
 
(4,685
)
 
1,595

 
4,774

 

 
219

 
1,595

 
4,993

 
6,588

 
(1,133
)
 
2006
 Carefree Manor
 
 Phoenix
 
 AZ
 

 
706

 
3,040

 

 
823

 
706

 
3,863

 
4,569

 
(1,834
)
 
1998
 Casa del Sol East II
 
 Glendale
 
 AZ
 
(4,459
)
 
2,103

 
6,283

 

 
2,741

 
2,103

 
9,024

 
11,127

 
(3,443
)
 
1996
 Casa del Sol East III
 
 Glendale
 
 AZ
 

 
2,450

 
7,452

 

 
699

 
2,450

 
8,151

 
10,601

 
(3,902
)
 
1998
 Casa del Sol West I
 
 Peoria
 
 AZ
 
(9,478
)
 
2,215

 
6,467

 

 
2,200

 
2,215

 
8,667

 
10,882

 
(3,639
)
 
1996
 Casita Verde RV
 
 Casa Grande
 
 AZ
 
(2,108
)
 
719

 
2,179

 

 
80

 
719

 
2,259

 
2,978

 
(528
)
 
2006
 Central Park
 
 Phoenix
 
 AZ
 
(11,672
)
 
1,612

 
3,784

 

 
1,568

 
1,612

 
5,352

 
6,964

 
(4,401
)
 
1983
 Countryside RV
 
 Apache Junction
 
 AZ
 

 
2,056

 
6,241

 

 
1,108

 
2,056

 
7,349

 
9,405

 
(2,469
)
 
2002
 Denali Park
 
 Apache Junction
 
 AZ
 

 
2,394

 
4,016

 

 
9

 
2,394

 
4,025

 
6,419

 
(466
)
 
2011
 Desert Paradise
 
 Yuma
 
 AZ
 
(1,272
)
 
666

 
2,011

 

 
187

 
666

 
2,198

 
2,864

 
(664
)
 
2004
 Desert Skies
 
 Phoenix
 
 AZ
 
(4,660
)
 
792

 
3,126

 

 
691

 
792

 
3,817

 
4,609

 
(1,846
)
 
1998
 Desert Vista
 
 Salome
 
 AZ
 

 
66

 
268

 

 
47

 
66

 
315

 
381

 
(35
)
 
2010
 Fairview Manor
 
 Tucson
 
 AZ
 

 
1,674

 
4,708

 

 
2,015

 
1,674

 
6,723

 
8,397

 
(3,223
)
 
1998
 Fiesta Grande RV
 
 Casa Grande
 
 AZ
 
(8,902
)
 
2,869

 
8,653

 

 
420

 
2,869

 
9,073

 
11,942

 
(2,084
)
 
2006
 Foothill
 
 Yuma
 
 AZ
 

 
459

 
1,402

 

 
208

 
459

 
1,610

 
2,069

 
(487
)
 
2003
 Foothills West RV
 
 Casa Grande
 
 AZ
 
(2,179
)
 
747

 
2,261

 

 
244

 
747

 
2,505

 
3,252

 
(567
)
 
2006
 Golden Sun RV
 
 Apache Junction
 
 AZ
 

 
1,678

 
5,049

 

 
247

 
1,678

 
5,296

 
6,974

 
(1,858
)
 
2002
 Hacienda De Valencia
 
 Mesa
 
 AZ
 
(13,933
)
 
833

 
2,701

 

 
4,540

 
833

 
7,241

 
8,074

 
(4,652
)
 
1984
 Mesa Verde
 
 Cottonwood
 
 AZ
 

 
1,387

 
4,148

 

 
421

 
1,387

 
4,569

 
5,956

 
(935
)
 
2007
 Monte Vista
 
 Mesa
 
 AZ
 
(25,290
)
 
11,402

 
34,355

 

 
3,731

 
11,402

 
38,086

 
49,488

 
(10,745
)
 
2004
 Palm Shadows
 
 Glendale
 
 AZ
 
(5,994
)
 
1,400

 
4,218

 

 
1,079

 
1,400

 
5,297

 
6,697

 
(3,288
)
 
1993
 Paradise
 
 Sun City
 
 AZ
 
(14,575
)
 
6,414

 
19,263

 
11

 
2,055

 
6,425

 
21,318

 
27,743

 
(6,590
)
 
2004
 Sedona Shadows
 
 Sedona
 
 AZ
 
(10,684
)
 
1,096

 
3,431

 

 
1,333

 
1,096

 
4,764

 
5,860

 
(2,262
)
 
1997
 Seyenna Vistas
 
 Mesa
 
 AZ
 

 
1,360

 
4,660

 

 
2,646

 
1,360

 
7,306

 
8,666

 
(4,017
)
 
1994
 Suni Sands
 
 Yuma
 
 AZ
 
(2,779
)
 
1,249

 
3,759

 

 
338

 
1,249

 
4,097

 
5,346

 
(1,217
)
 
2004
 


S-1

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Sunrise Heights
 
 Phoenix
 
 AZ
 
$
(5,087
)
 
$
1,000

 
$
3,016

 
$

 
$
1,490

 
$
1,000

 
$
4,506

 
$
5,506

 
$
(2,376
)
 
1994
 Sunshine Valley
 
 Chandler
 
 AZ
 
(4,677
)
 
9,139

 
12,912

 

 
22

 
9,139

 
12,934

 
22,073

 
(1,463
)
 
2011
 The Highlands at Brentwood
 
 Mesa
 
 AZ
 
(10,076
)
 
1,997

 
6,024

 

 
1,990

 
1,997

 
8,014

 
10,011

 
(4,728
)
 
1993
 The Meadows
 
 Tempe
 
 AZ
 

 
2,613

 
7,887

 

 
3,744

 
2,613

 
11,631

 
14,244

 
(6,397
)
 
1994
 Valley Vista
 
 Benson
 
 AZ
 

 
115

 
429

 

 
35

 
115

 
464

 
579

 
(45
)
 
2010
 Venture In
 
 Show Low
 
 AZ
 
(6,279
)
 
2,050

 
6,188

 

 
348

 
2,050

 
6,536

 
8,586

 
(1,540
)
 
2006
 Verde Valley
 
 Cottonwood
 
 AZ
 

 
1,437

 
3,390

 
19

 
991

 
1,456

 
4,381

 
5,837

 
(1,148
)
 
2004
 Viewpoint
 
 Mesa
 
 AZ
 
(59,502
)
 
24,890

 
56,340

 
15

 
5,895

 
24,905

 
62,235

 
87,140

 
(18,182
)
 
2004
 Westpark
 
 Wickenburg
 
 AZ
 

 
4,495

 
10,517

 

 
61

 
4,495

 
10,578

 
15,073

 
(1,095
)
 
2011
 Whispering Palms
 
 Phoenix
 
 AZ
 
(2,973
)
 
670

 
2,141

 

 
323

 
670

 
2,464

 
3,134

 
(1,262
)
 
1998
 Cultus Lake
 
 Lindell Beach
 
 BC
 

 
410

 
968

 
5

 
193

 
415

 
1,161

 
1,576

 
(306
)
 
2004
 California Hawaiian
 
 San Jose
 
 CA
 
(31,587
)
 
5,825

 
17,755

 

 
3,230

 
5,825

 
20,985

 
26,810

 
(10,481
)
 
1997
 Colony Park
 
 Ceres
 
 CA
 
(5,258
)
 
890

 
2,837

 

 
757

 
890

 
3,594

 
4,484

 
(1,865
)
 
1998
 Concord Cascade
 
 Pacheco
 
 CA
 
(11,548
)
 
985

 
3,016

 

 
1,952

 
985

 
4,968

 
5,953

 
(3,879
)
 
1983
 Contempo Marin
 
 San Rafael
 
 CA
 

 
4,787

 
16,379

 

 
3,251

 
4,787

 
19,630

 
24,417

 
(11,973
)
 
1994
 Coralwood
 
 Modesto
 
 CA
 
(5,726
)
 

 
5,047

 

 
530

 

 
5,577

 
5,577

 
(2,910
)
 
1997
 Date Palm Country Club
 
 Cathedral City
 
 CA
 

 
4,115

 
14,064

 

 
4,721

 
4,115

 
18,785

 
22,900

 
(11,471
)
 
1994
 Date Palm RV
 
 Cathedral City
 
 CA
 

 

 
216

 

 
322

 

 
538

 
538

 
(338
)
 
1994
 DeAnza Santa Cruz
 
 Santa Cruz
 
 CA
 
(12,985
)
 
2,103

 
7,201

 

 
2,371

 
2,103

 
9,572

 
11,675

 
(5,472
)
 
1994
 Four Seasons
 
 Fresno
 
 CA
 

 
756

 
2,348

 

 
470

 
756

 
2,818

 
3,574

 
(1,435
)
 
1997
 Idyllwild
 
 Pine Cove
 
 CA
 

 
313

 
737

 
4

 
821

 
317

 
1,558

 
1,875

 
(371
)
 
2004
 Laguna Lake
 
 San Luis Obispo
 
 CA
 

 
2,845

 
6,520

 

 
584

 
2,845

 
7,104

 
9,949

 
(3,619
)
 
1998
 Lake Minden
 
 Nicolaus
 
 CA
 

 
961

 
2,267

 
13

 
718

 
974

 
2,985

 
3,959

 
(779
)
 
2004
 Lake of the Springs
 
 Oregon House
 
 CA
 

 
1,062

 
2,504

 
14

 
979

 
1,076

 
3,483

 
4,559

 
(835
)
 
2004
 Lamplighter
 
 Spring Valley
 
 CA
 
(22,793
)
 
633

 
2,201

 

 
1,305

 
633

 
3,506

 
4,139

 
(2,845
)
 
1983
 Las Palmas
 
 Rialto
 
 CA
 
(3,332
)
 
1,295

 
3,866

 

 
476

 
1,295

 
4,342

 
5,637

 
(1,255
)
 
2004
 Los Ranchos
 
 Apple Valley
 
 CA
 
(13,462
)
 
8,336

 
15,774

 

 
96

 
8,336

 
15,870

 
24,206

 
(1,795
)
 
2011
 Meadowbrook
 
 Santee
 
 CA
 

 
4,345

 
12,528

 

 
1,999

 
4,345

 
14,527

 
18,872

 
(7,018
)
 
1998
 Monte del Lago
 
 Castroville
 
 CA
 
(20,698
)
 
3,150

 
9,469

 

 
2,782

 
3,150

 
12,251

 
15,401

 
(5,963
)
 
1997
 Morgan Hill
 
 Morgan Hill
 
 CA
 

 
1,856

 
4,378

 
25

 
564

 
1,881

 
4,942

 
6,823

 
(1,295
)
 
2004
 

S-2

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
Real Estate (1)
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Nicholson Plaza
 
 San Jose
 
 CA
 
$

 
$

 
$
4,512

 
$

 
$
286

 
$

 
$
4,798

 
$
4,798

 
$
(2,449
)
 
1997
 Oakzanita Springs
 
 Descanso
 
 CA
 

 
396

 
934

 
5

 
918

 
401

 
1,852

 
2,253

 
(468
)
 
2004
 Pacific Dunes Ranch
 
 Oceana
 
 CA
 
(5,257
)
 
1,940

 
5,632

 

 
1,074

 
1,940

 
6,706

 
8,646

 
(1,637
)
 
2004
 Palm Springs
 
 Palm Desert
 
 CA
 

 
1,811

 
4,271

 
24

 
650

 
1,835

 
4,921

 
6,756

 
(1,296
)
 
2004
 Parque La Quinta
 
 Rialto
 
 CA
 
(4,469
)
 
1,799

 
5,450

 

 
396

 
1,799

 
5,846

 
7,645

 
(1,727
)
 
2004
 Pio Pico
 
 Jamul
 
 CA
 

 
2,626

 
6,194

 
35

 
1,727

 
2,661

 
7,921

 
10,582

 
(1,953
)
 
2004
 Ponderosa
 
 Lotus
 
 CA
 

 
900

 
2,100

 

 
338

 
900

 
2,438

 
3,338

 
(548
)
 
2006
 Quail Meadows
 
 Riverbank
 
 CA
 
(4,765
)
 
1,155

 
3,469

 

 
469

 
1,155

 
3,938

 
5,093

 
(1,921
)
 
1998
 Rancho Mesa
 
 El Cajon
 
 CA
 
(8,866
)
 
2,130

 
6,389

 

 
795

 
2,130

 
7,184

 
9,314

 
(3,436
)
 
1998
 Rancho Oso
 
 Santa Barbara
 
 CA
 

 
860

 
2,029

 
11

 
810

 
871

 
2,839

 
3,710

 
(701
)
 
2004
 Rancho Valley
 
 El Cajon
 
 CA
 
(7,164
)
 
685

 
1,902

 

 
1,235

 
685

 
3,137

 
3,822

 
(2,493
)
 
1983
 Royal Holiday
 
 Hemet
 
 CA
 

 
778

 
2,643

 

 
2,389

 
778

 
5,032

 
5,810

 
(1,912
)
 
1998
 Royal Oaks
 
 Visalia
 
 CA
 

 
602

 
1,921

 

 
741

 
602

 
2,662

 
3,264

 
(1,278
)
 
1997
 Russian River
 
 Cloverdale
 
 CA
 

 
368

 
868

 
5

 
143

 
373

 
1,011

 
1,384

 
(268
)
 
2004
 San Benito
 
 Paicines
 
 CA
 

 
1,411

 
3,328

 
19

 
862

 
1,430

 
4,190

 
5,620

 
(1,099
)
 
2004
 San Francisco RV
 
 Pacifica
 
 CA
 

 
1,660

 
4,973

 

 
654

 
1,660

 
5,627

 
7,287

 
(1,390
)
 
2005
 Santa Cruz Ranch RV
 
 Scotts Valley
 
 CA
 

 
1,595

 
3,937

 

 
303

 
1,595

 
4,240

 
5,835

 
(753
)
 
2007
 Santiago Estates
 
 Sylmar
 
 CA
 
(14,625
)
 
3,562

 
10,767

 

 
1,380

 
3,562

 
12,147

 
15,709

 
(5,906
)
 
1998
 Sea Oaks
 
 Los Osos
 
 CA
 

 
871

 
2,703

 

 
513

 
871

 
3,216

 
4,087

 
(1,592
)
 
1997
 Snowflower
 
 Emigrant Gap
 
 CA
 

 
308

 
727

 
4

 
466

 
312

 
1,193

 
1,505

 
(278
)
 
2004
 Soledad Canyon
 
 Acton
 
 CA
 

 
2,933

 
6,917

 
39

 
1,690

 
2,972

 
8,607

 
11,579

 
(2,166
)
 
2004
 Sunshadow
 
 San Jose
 
 CA
 

 

 
5,707

 

 
332

 

 
6,039

 
6,039

 
(3,078
)
 
1997
 Tahoe Valley
 
 Lake Tahoe
 
 CA
 

 
1,357

 
4,071

 

 
254

 
1,357

 
4,325

 
5,682

 
(1,296
)
 
2004
 Turtle Beach
 
 Manteca
 
 CA
 

 
268

 
633

 
4

 
185

 
272

 
818

 
1,090

 
(202
)
 
2004
 Village of the Four Seasons
 
 San Jose
 
 CA
 
(13,420
)
 
5,229

 
15,714

 

 
649

 
5,229

 
16,363

 
21,592

 
(4,672
)
 
2004
 Westwinds (4 properties)
 
 San Jose
 
 CA
 

 

 
17,616

 

 
7,199

 

 
24,815

 
24,815

 
(12,699
)
 
1997
 Wilderness Lake
 
 Menifee
 
 CA
 

 
2,157

 
5,088

 
29

 
787

 
2,186

 
5,875

 
8,061

 
(1,616
)
 
2004
 Yosemite Lakes
 
 Groveland
 
 CA
 

 
2,045

 
4,823

 
27

 
1,631

 
2,072

 
6,454

 
8,526

 
(1,579
)
 
2004
 Bear Creek
 
 Denver
 
 CO
 
(4,507
)
 
1,100

 
3,359

 

 
451

 
1,100

 
3,810

 
4,910

 
(1,858
)
 
1998
 Cimarron
 
 Broomfield
 
 CO
 
(14,823
)
 
863

 
2,790

 

 
978

 
863

 
3,768

 
4,631

 
(3,245
)
 
1983
 


S-3

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Golden Terrace
 
 Golden
 
 CO
 
$
(13,343
)
 
$
826

 
$
2,415

 
$

 
$
1,786

 
$
826

 
$
4,201

 
$
5,027

 
$
(2,865
)
 
1983
 Golden Terrace South
 
 Golden
 
 CO
 

 
750

 
2,265

 

 
798

 
750

 
3,063

 
3,813

 
(1,549
)
 
1997
 Golden Terrace West
 
 Golden
 
 CO
 
(15,841
)
 
1,694

 
5,065

 

 
1,064

 
1,694

 
6,129

 
7,823

 
(5,037
)
 
1986
 Hillcrest Village
 
 Aurora
 
 CO
 
(25,197
)
 
1,912

 
5,202

 
289

 
3,183

 
2,201

 
8,385

 
10,586

 
(7,036
)
 
1983
 Holiday Hills
 
 Denver
 
 CO
 
(34,839
)
 
2,159

 
7,780

 

 
5,066

 
2,159

 
12,846

 
15,005

 
(10,676
)
 
1983
 Holiday Village
 
 Co. Springs
 
 CO
 
(10,938
)
 
567

 
1,759

 

 
1,307

 
567

 
3,066

 
3,633

 
(2,496
)
 
1983
 Pueblo Grande
 
 Pueblo
 
 CO
 
(7,229
)
 
241

 
1,069

 

 
740

 
241

 
1,809

 
2,050

 
(1,452
)
 
1983
 Woodland Hills
 
 Thornton
 
 CO
 

 
1,928

 
4,408

 

 
2,781

 
1,928

 
7,189

 
9,117

 
(4,415
)
 
1994
 Stonegate Manor
 
 North Windham
 
 CT
 
(7,255
)
 
6,011

 
12,336

 

 
82

 
6,011

 
12,418

 
18,429

 
(1,466
)
 
2011
 Aspen Meadows
 
 Rehoboth
 
 DE
 
(5,191
)
 
1,148

 
3,460

 

 
533

 
1,148

 
3,993

 
5,141

 
(1,992
)
 
1998
 Camelot Meadows
 
 Rehoboth
 
 DE
 
(12,011
)
 
527

 
2,058

 
1,251

 
4,362

 
1,778

 
6,420

 
8,198

 
(3,050
)
 
1998
 Mariners Cove
 
 Millsboro
 
 DE
 
(15,195
)
 
990

 
2,971

 

 
5,721

 
990

 
8,692

 
9,682

 
(5,254
)
 
1987
 McNicol
 
 Rehoboth
 
 DE
 
(2,503
)
 
562

 
1,710

 

 
209

 
562

 
1,919

 
2,481

 
(903
)
 
1998
 Sweetbriar
 
 Rehoboth
 
 DE
 
(2,808
)
 
498

 
1,527

 

 
463

 
498

 
1,990

 
2,488

 
(1,069
)
 
1998
 Waterford
 
 Bear
 
 DE
 
(28,589
)
 
5,250

 
16,202

 

 
1,520

 
5,250

 
17,722

 
22,972

 
(6,058
)
 
1996
 Whispering Pines
 
 Lewes
 
 DE
 
(9,116
)
 
1,536

 
4,609

 

 
1,551

 
1,536

 
6,160

 
7,696

 
(4,451
)
 
1988
 Audubon
 
 Orlando
 
 FL
 
(6,711
)
 
4,622

 
7,200

 

 
25

 
4,622

 
7,225

 
11,847

 
(885
)
 
2011
 Barrington Hills
 
 Hudson
 
 FL
 

 
1,145

 
3,437

 

 
522

 
1,145

 
3,959

 
5,104

 
(1,232
)
 
2004
 Bay Indies
 
 Venice
 
 FL
 
(73,673
)
 
10,483

 
31,559

 
10

 
5,637

 
10,493

 
37,196

 
47,689

 
(22,073
)
 
1994
 Bay Lake Estates
 
 Nokomis
 
 FL
 

 
990

 
3,390

 

 
1,703

 
990

 
5,093

 
6,083

 
(2,827
)
 
1994
 Beacon Hill Colony
 
 Lakeland
 
 FL
 
(5,491
)
 
3,775

 
6,405

 

 
6

 
3,775

 
6,411

 
10,186

 
(677
)
 
2011
 Beacon Terrace
 
 Lakeland
 
 FL
 
(7,225
)
 
5,372

 
9,153

 

 
54

 
5,372

 
9,207

 
14,579

 
(1,066
)
 
2011
 Breezy Hill RV
 
 Pompano Beach
 
 FL
 

 
5,424

 
16,555

 

 
1,523

 
5,424

 
18,078

 
23,502

 
(6,125
)
 
2002
 Buccaneer
 
 N. Ft. Myers
 
 FL
 
(35,448
)
 
4,207

 
14,410

 

 
2,822

 
4,207

 
17,232

 
21,439

 
(10,023
)
 
1994
 Bulow Plantation
 
 Flagler Beach
 
 FL
 

 
3,637

 
949

 

 
6,289

 
3,637

 
7,238

 
10,875

 
(3,312
)
 
1994
 Bulow Village RV
 
 Flagler Beach
 
 FL
 

 

 
228

 

 
952

 

 
1,180

 
1,180

 
(403
)
 
2001
 Carefree Cove
 
 Fort Lauderdale
 
 FL
 
(4,184
)
 
1,741

 
5,170

 

 
562

 
1,741

 
5,732

 
7,473

 
(1,627
)
 
2004
 Carefree Village
 
 Tampa
 
 FL
 

 
6,799

 
10,421

 

 
98

 
6,799

 
10,519

 
17,318

 
(1,342
)
 
2011
 Carriage Cove
 
 Daytona Beach
 
 FL
 
(11,673
)
 
2,914

 
8,682

 

 
1,254

 
2,914

 
9,936

 
12,850

 
(4,979
)
 
1998
 Cheron Village
 
 Davie
 
 FL
 
(5,715
)
 
10,393

 
6,217

 

 
17

 
10,393

 
6,234

 
16,627

 
(1,105
)
 
2011
 Clerbrook
 
 Clermont
 
 FL
 
(10,620
)
 
3,883

 
11,700

 

 
1,108

 
3,883

 
12,808

 
16,691

 
(2,964
)
 
2006
 


S-4

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Clover Leaf Farms
 
 Brooksville
 
 FL
 
$
(22,645
)
 
$
13,684

 
$
24,106

 
$

 
$
226

 
$
13,684

 
$
24,332

 
$
38,016

 
$
(2,756
)
 
2011
 Clover Leaf Forest
 
 Brooksville
 
 FL
 

 
1,092

 
2,178

 

 
14

 
1,092

 
2,192

 
3,284

 
(81
)
 
2011
 Coachwood
 
 Leesburg
 
 FL
 
(3,713
)
 
1,602

 
4,822

 

 
333

 
1,602

 
5,155

 
6,757

 
(1,528
)
 
2004
 Colony Cove
 
 Ellenton
 
 FL
 
(56,963
)
 
28,660

 
92,457

 

 
575

 
28,660

 
93,032

 
121,692

 
(10,387
)
 
2011
 Coquina Crossing
 
 Elkton
 
 FL
 

 
5,274

 
5,545

 

 
17,095

 
5,274

 
22,640

 
27,914

 
(7,398
)
 
1999
 Coral Cay
 
 Margate
 
 FL
 
(22,759
)
 
5,890

 
20,211

 

 
7,641

 
5,890

 
27,852

 
33,742

 
(15,514
)
 
1994
 Country Place (2)
 
 New Port Richey
 
 FL
 
(14,935
)
 
663

 

 
18

 
7,530

 
681

 
7,530

 
8,211

 
(4,862
)
 
1986
 Countryside
 
 Vero Beach
 
 FL
 

 
3,711

 
11,133

 

 
6,768

 
3,711

 
17,901

 
21,612

 
(8,055
)
 
1998
 Covington Estates
 
 Saint Cloud
 
 FL
 

 
3,319

 
7,253

 

 
42

 
3,319

 
7,295

 
10,614

 
(838
)
 
2011
 Crystal Isles
 
 Crystal River
 
 FL
 
(2,479
)
 
926

 
2,787

 
10

 
800

 
936

 
3,587

 
4,523

 
(1,014
)
 
2004
 Crystal Lakes-Zephyrhills
 
 Zephyrhills
 
 FL
 

 
3,767

 
6,834

 

 
79

 
3,767

 
6,913

 
10,680

 
(827
)
 
2011
 Down Yonder
 
 Largo
 
 FL
 
(12,854
)
 
2,652

 
7,981

 

 
749

 
2,652

 
8,730

 
11,382

 
(2,933
)
 
1998
 East Bay Oaks
 
 Largo
 
 FL
 
(11,228
)
 
1,240

 
3,322

 

 
1,140

 
1,240

 
4,462

 
5,702

 
(3,775
)
 
1983
 Eldorado Village
 
 Largo
 
 FL
 
(7,727
)
 
778

 
2,341

 

 
978

 
778

 
3,319

 
4,097

 
(2,714
)
 
1983
 Emerald Lake
 
 Punta Gorda
 
 FL
 

 
3,598

 
5,197

 

 
144

 
3,598

 
5,341

 
8,939

 
(616
)
 
2011
 Featherock
 
 Valrico
 
 FL
 
(22,493
)
 
11,369

 
22,770

 

 
118

 
11,369

 
22,888

 
34,257

 
(2,125
)
 
2011
 Fort Myers Beach Resort
 
 Fort Myers Beach
 
 FL
 

 
1,188

 
3,548

 

 
257

 
1,188

 
3,805

 
4,993

 
(1,231
)
 
2004
 Foxwood
 
 Ocala
 
 FL
 

 
3,853

 
7,967

 

 
52

 
3,853

 
8,019

 
11,872

 
(1,102
)
 
2011
 Glen Ellen
 
 Clearwater
 
 FL
 

 
619

 
1,882

 

 
139

 
619

 
2,021

 
2,640

 
(688
)
 
2002
 Grand Island
 
 Grand Island
 
 FL
 

 
1,723

 
5,208

 
125

 
4,047

 
1,848

 
9,255

 
11,103

 
(3,345
)
 
2001
 Gulf Air Resort
 
 Fort Myers Beach
 
 FL
 

 
1,609

 
4,746

 

 
257

 
1,609

 
5,003

 
6,612

 
(1,484
)
 
2004
 Gulf View
 
 Punta Gorda
 
 FL
 

 
717

 
2,158

 

 
980

 
717

 
3,138

 
3,855

 
(975
)
 
2004
 Hacienda Village
 
 New Port Richey
 
 FL
 

 
4,297

 
13,088

 

 
2,174

 
4,297

 
15,262

 
19,559

 
(4,935
)
 
2002
 Harbor Lakes
 
 Port Charlotte
 
 FL
 

 
3,384

 
10,154

 

 
536

 
3,384

 
10,690

 
14,074

 
(3,161
)
 
2004
 Harbor View
 
 New Port Richey
 
 FL
 

 
4,030

 
12,146

 

 
172

 
4,030

 
12,318

 
16,348

 
(4,274
)
 
2002
 Haselton Village
 
 Eustis
 
 FL
 
(7,122
)
 
3,800

 
8,955

 

 
49

 
3,800

 
9,004

 
12,804

 
(903
)
 
2011
 Heritage Plantation
 
 Vero Beach
 
 FL
 
(12,202
)
 
2,403

 
7,259

 

 
2,012

 
2,403

 
9,271

 
11,674

 
(5,462
)
 
1994
 Heron Cay
 
 Vero Beach
 
 FL
 
(31,651
)
 
14,368

 
23,792

 

 
246

 
14,368

 
24,038

 
38,406

 
(2,530
)
 
2011
 Hidden Valley
 
 Orlando
 
 FL
 
(9,342
)
 
11,398

 
12,861

 

 
87

 
11,398

 
12,948

 
24,346

 
(1,543
)
 
2011
 Highland Wood RV
 
 Pompano Beach
 
 FL
 

 
1,043

 
3,130

 
42

 
237

 
1,085

 
3,367

 
4,452

 
(1,162
)
 
2002
 

S-5

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Hillcrest
 
 Clearwater
 
 FL
 
$
(7,258
)
 
$
1,278

 
$
3,928

 
$

 
$
1,139

 
$
1,278

 
$
5,067

 
$
6,345

 
$
(2,590
)
 
1998
 Holiday Ranch
 
 Clearwater
 
 FL
 
(4,561
)
 
925

 
2,866

 

 
369

 
925

 
3,235

 
4,160

 
(1,624
)
 
1998
 Holiday Village
 
 Ormond Beach
 
 FL
 
(9,706
)
 
2,610

 
7,837

 

 
353

 
2,610

 
8,190

 
10,800

 
(2,801
)
 
2002
 Holiday Village
 
 Vero Beach
 
FL
 

 
350

 
1,374

 

 
210

 
350

 
1,584

 
1,934

 
(804
)
 
1998
 Indian Oaks
 
 Rockledge
 
 FL
 

 
1,089

 
3,376

 

 
952

 
1,089

 
4,328

 
5,417

 
(2,195
)
 
1998
 Island Vista
 
 North Ft. Myers
 
 FL
 
(14,595
)
 
5,004

 
15,066

 

 
372

 
5,004

 
15,438

 
20,442

 
(3,452
)
 
2006
 Kings & Queens
 
 Lakeland
 
 FL
 

 
1,696

 
3,064

 

 
18

 
1,696

 
3,082

 
4,778

 
(374
)
 
2011
 Lake Fairways
 
 N. Ft. Myers
 
 FL
 
(28,133
)
 
6,075

 
18,134

 
35

 
2,268

 
6,110

 
20,402

 
26,512

 
(12,091
)
 
1994
 Lake Haven
 
 Dunedin
 
 FL
 
(10,650
)
 
1,135

 
4,047

 

 
3,156

 
1,135

 
7,203

 
8,338

 
(5,234
)
 
1983
 Lake Magic
 
 Clermont
 
 FL
 

 
1,595

 
4,793

 

 
404

 
1,595

 
5,197

 
6,792

 
(1,524
)
 
2004
 Lake Village
 
 Nokomis
 
 FL
 

 
15,850

 
18,099

 

 
153

 
15,850

 
18,252

 
34,102

 
(1,956
)
 
2011
 Lake Worth Village
 
 Lake Worth
 
 FL
 
(12,805
)
 
14,959

 
24,501

 

 
103

 
14,959

 
24,604

 
39,563

 
(3,159
)
 
2011
 Lakeland Harbor
 
 Lakeland
 
 FL
 
(17,175
)
 
10,446

 
17,376

 

 
39

 
10,446

 
17,415

 
27,861

 
(1,869
)
 
2011
 Lakeland Junction
 
 Lakeland
 
 FL
 

 
3,018

 
4,752

 

 
35

 
3,018

 
4,787

 
7,805

 
(552
)
 
2011
 Lakes at Countrywood
 
 Plant City
 
 FL
 
(10,039
)
 
2,377

 
7,085

 

 
1,713

 
2,377

 
8,798

 
11,175

 
(3,391
)
 
2001
 Lakeside Terrace
 
 Fruitland Park
 
 FL
 

 
3,275

 
7,165

 

 
9

 
3,275

 
7,174

 
10,449

 
(787
)
 
2011
 Lakewood Village
 
 Melbourne
 
 FL
 
(9,068
)
 
1,862

 
5,627

 

 
1,563

 
1,862

 
7,190

 
9,052

 
(4,267
)
 
1994
 Lighthouse Pointe
 
 Port Orange
 
 FL
 
(13,302
)
 
2,446

 
7,483

 
23

 
1,360

 
2,469

 
8,843

 
11,312

 
(4,429
)
 
1998
 Manatee
 
 Bradenton
 
 FL
 

 
2,300

 
6,903

 

 
491

 
2,300

 
7,394

 
9,694

 
(2,202
)
 
2004
 Maralago Cay
 
 Lantana
 
 FL
 
(19,494
)
 
5,325

 
15,420

 

 
5,136

 
5,325

 
20,556

 
25,881

 
(9,899
)
 
1997
 Meadows at Countrywood
 
 Plant City
 
 FL
 
(13,048
)
 
4,514

 
13,175

 

 
4,326

 
4,514

 
17,501

 
22,015

 
(8,392
)
 
1998
 Mid-Florida Lakes
 
 Leesburg
 
 FL
 

 
5,997

 
20,635

 

 
9,343

 
5,997

 
29,978

 
35,975

 
(16,374
)
 
1994
 Oak Bend
 
 Ocala
 
 FL
 
(5,331
)
 
850

 
2,572

 

 
1,162

 
850

 
3,734

 
4,584

 
(2,322
)
 
1993
 Oaks at Countrywood
 
 Plant City
 
 FL
 
(13,166
)
 
846

 
2,513

 

 
5,190

 
846

 
7,703

 
8,549

 
(2,692
)
 
1998
 Orange Lake
 
 Clermont
 
 FL
 
(5,367
)
 
4,303

 
6,815

 

 
88

 
4,303

 
6,903

 
11,206

 
(855
)
 
2011
 Orlando
 
 Clermont
 
 FL
 

 
2,975

 
7,017

 
40

 
1,651

 
3,015

 
8,668

 
11,683

 
(2,253
)
 
2004
 Palm Beach Colony
 
 West Palm Beach
 
 FL
 

 
5,930

 
10,113

 
8

 
269

 
5,938

 
10,382

 
16,320

 
(1,176
)
 
2011
 Park City West
 
 Fort Lauderdale
 
 FL
 
(14,551
)
 
4,184

 
12,561

 

 
748

 
4,184

 
13,309

 
17,493

 
(3,909
)
 
2004
 Parkwood Communities
 
 Wildwood
 
 FL
 
(9,681
)
 
6,990

 
15,115

 

 
88

 
6,990

 
15,203

 
22,193

 
(1,724
)
 
2011
 

S-6

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Pasco
 
 Lutz
 
 FL
 
$

 
$
1,494

 
$
4,484

 
$

 
$
488

 
$
1,494

 
$
4,972

 
$
6,466

 
$
(1,443
)
 
2004
 Peace River
 
 Wauchula
 
 FL
 

 
900

 
2,100

 

 
394

 
900

 
2,494

 
3,394

 
(524
)
 
2006
 Pickwick
 
 Port Orange
 
 FL
 

 
2,803

 
8,870

 

 
1,219

 
2,803

 
10,089

 
12,892

 
(4,928
)
 
1998
 Pine Island Resort
 
 St. James City
 
 FL
 

 
1,678

 
5,044

 

 
392

 
1,678

 
5,436

 
7,114

 
(963
)
 
2007
 Pine Lakes
 
 N. Ft. Myers
 
 FL
 
(36,262
)
 
6,306

 
14,579

 
21

 
7,142

 
6,327

 
21,721

 
28,048

 
(12,541
)
 
1994
 Pioneer Village
 
 N. Ft. Myers
 
 FL
 
(9,079
)
 
4,116

 
12,353

 

 
1,542

 
4,116

 
13,895

 
18,011

 
(4,158
)
 
2004
 Ramblers Rest
 
 Venice
 
 FL
 
(14,663
)
 
4,646

 
14,201

 

 
2,578

 
4,646

 
16,779

 
21,425

 
(3,679
)
 
2006
 Ridgewood Estates
 
 Ellenton
 
 FL
 
(10,755
)
 
6,769

 
8,791

 

 
93

 
6,769

 
8,884

 
15,653

 
(1,113
)
 
2011
 Royal Coachman
 
 Nokomis
 
 FL
 
(11,898
)
 
5,321

 
15,978

 

 
1,109

 
5,321

 
17,087

 
22,408

 
(5,105
)
 
2004
 Shady Lane Oaks
 
 Clearwater
 
 FL
 
(5,814
)
 
4,984

 
8,482

 

 
31

 
4,984

 
8,513

 
13,497

 
(1,090
)
 
2011
 Shady Lane Village
 
 Clearwater
 
 FL
 

 
3,102

 
5,480

 

 
12

 
3,102

 
5,492

 
8,594

 
(692
)
 
2011
 Shangri La
 
 Largo
 
 FL
 
(3,939
)
 
1,722

 
5,200

 

 
136

 
1,722

 
5,336

 
7,058

 
(1,574
)
 
2004
 Sherwood Forest
 
 Kissimmee
 
 FL
 
(29,603
)
 
4,852

 
14,596

 

 
5,795

 
4,852

 
20,391

 
25,243

 
(9,482
)
 
1998
 Sherwood Forest RV
 
 Kissimmee
 
 FL
 

 
2,870

 
3,621

 
568

 
2,685

 
3,438

 
6,306

 
9,744

 
(2,920
)
 
1998
 Silk Oak
 
 Clearwater
 
 FL
 

 
1,649

 
5,028

 

 
140

 
1,649

 
5,168

 
6,817

 
(1,757
)
 
2002
 Silver Dollar
 
 Odessa
 
 FL
 
(8,010
)
 
4,107

 
12,431

 
240

 
1,561

 
4,347

 
13,992

 
18,339

 
(4,111
)
 
2004
 Sixth Ave.
 
 Zephryhills
 
 FL
 
(1,980
)
 
837

 
2,518

 

 
30

 
837

 
2,548

 
3,385

 
(779
)
 
2004
 Southern Palms
 
 Eustis
 
 FL
 

 
2,169

 
5,884

 

 
3,181

 
2,169

 
9,065

 
11,234

 
(4,222
)
 
1998
 Southernaire
 
 Mt. Dora
 
 FL
 
(1,833
)
 
796

 
2,395

 

 
108

 
796

 
2,503

 
3,299

 
(742
)
 
2004
 Starlight Ranch
 
 Orlando
 
 FL
 

 
13,543

 
20,388

 

 
200

 
13,543

 
20,588

 
34,131

 
(2,757
)
 
2011
 Sunshine Holiday MH
 
 Ormond Beach
 
 FL
 

 
2,001

 
6,004

 

 
675

 
2,001

 
6,679

 
8,680

 
(1,990
)
 
2004
 Sunshine Holiday RV
 
 Fort Lauderdale
 
 FL
 
(7,448
)
 
3,099

 
9,286

 

 
628

 
3,099

 
9,914

 
13,013

 
(2,806
)
 
2004
 Sunshine Key
 
 Big Pine Key
 
 FL
 
(14,453
)
 
5,273

 
15,822

 

 
2,048

 
5,273

 
17,870

 
23,143

 
(5,305
)
 
2004
 Sunshine Travel
 
 Vero Beach
 
 FL
 

 
1,603

 
4,813

 

 
242

 
1,603

 
5,055

 
6,658

 
(1,491
)
 
2004
 Tarpon Glen
 
 Tarpon Springs
 
 FL
 

 
2,678

 
4,016

 

 
70

 
2,678

 
4,086

 
6,764

 
(573
)
 
2011
 Terra Ceia
 
 Palmetto
 
 FL
 
(2,215
)
 
965

 
2,905

 

 
198

 
965

 
3,103

 
4,068

 
(907
)
 
2004
 The Heritage
 
 N. Ft. Myers
 
 FL
 
(11,914
)
 
1,438

 
4,371

 
346

 
4,195

 
1,784

 
8,566

 
10,350

 
(4,820
)
 
1993
 The Meadows
 
 Palm Beach Gardens
 
 FL
 
(11,366
)
 
3,229

 
9,870

 

 
4,978

 
3,229

 
14,848

 
18,077

 
(5,489
)
 
1999
 Three Flags RV Resort
 
Wildwood
 
FL
 

 
228

 
684

 

 
158

 
228

 
842

 
1,070

 
(203
)
 
2006
 Toby’s
 
 Arcadia
 
 FL
 
(3,876
)
 
1,093

 
3,280

 

 
168

 
1,093

 
3,448

 
4,541

 
(1,075
)
 
2003
 


S-7

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Topics
 
 Spring Hill
 
 FL
 
$
(1,958
)
 
$
844

 
$
2,568

 
$

 
$
380

 
$
844

 
$
2,948

 
$
3,792

 
$
(901
)
 
2004
 Tropical Palms
 
 Kissimmee
 
 FL
 

 
5,677

 
17,116

 

 
6,585

 
5,677

 
23,701

 
29,378

 
(8,199
)
 
2004
 Tropical Palms
 
Punta Gorda
 
FL
 
(7,028
)
 
2,365

 
7,286

 

 
1,028

 
2,365

 
8,314

 
10,679

 
(1,762
)
 
2006
 Vacation Village
 
 Largo
 
 FL
 

 
1,315

 
3,946

 

 
365

 
1,315

 
4,311

 
5,626

 
(1,222
)
 
2004
 Vero Palm
 
 Vero Beach
 
 FL
 
(12,788
)
 
6,697

 
9,025

 

 
31

 
6,697

 
9,056

 
15,753

 
(1,040
)
 
2011
 Village Green
 
 Vero Beach
 
 FL
 
(25,360
)
 
15,901

 
25,175

 

 
235

 
15,901

 
25,410

 
41,311

 
(3,219
)
 
2011
 Villas at Spanish Oaks
 
 Ocala
 
 FL
 
(12,187
)
 
2,250

 
6,922

 

 
1,379

 
2,250

 
8,301

 
10,551

 
(5,127
)
 
1993
 Whispering Pines - Largo
 
 Largo
 
 FL
 
(12,829
)
 
8,218

 
14,054

 

 
113

 
8,218

 
14,167

 
22,385

 
(1,653
)
 
2011
 Windmill Manor
 
 Bradenton
 
 FL
 

 
2,153

 
6,125

 

 
1,584

 
2,153

 
7,709

 
9,862

 
(3,665
)
 
1998
 Windmill Village
 
 N. Ft. Myers
 
 FL
 
(15,888
)
 
1,417

 
5,440

 

 
2,095

 
1,417

 
7,535

 
8,952

 
(6,511
)
 
1983
 Winds of St. Armands North
 
 Sarasota
 
 FL
 
(18,713
)
 
1,523

 
5,063

 

 
3,087

 
1,523

 
8,150

 
9,673

 
(6,367
)
 
1983
 Winds of St. Armands South
 
 Sarasota
 
 FL
 
(12,040
)
 
1,106

 
3,162

 

 
1,205

 
1,106

 
4,367

 
5,473

 
(3,684
)
 
1983
 Winter Garden
 
 Winter Garden
 
 FL
 

 
2,321

 
6,962

 

 
231

 
2,321

 
7,193

 
9,514

 
(1,360
)
 
2007
 Coach Royale
 
 Boise
 
 ID
 

 
465

 
1,685

 

 
4

 
465

 
1,689

 
2,154

 
(236
)
 
2011
 Maple Grove
 
 Boise
 
 ID
 

 
1,358

 
5,151

 

 
13

 
1,358

 
5,164

 
6,522

 
(693
)
 
2011
 Shenandoah Estates
 
 Boise
 
 ID
 
(5,843
)
 
1,287

 
7,603

 

 
49

 
1,287

 
7,652

 
8,939

 
(685
)
 
2011
 West Meadow Estates
 
 Boise
 
 ID
 
(6,185
)
 
1,371

 
6,770

 

 
4

 
1,371

 
6,774

 
8,145

 
(722
)
 
2011
 Golf Vistas Estates
 
 Monee
 
 IL
 
(11,996
)
 
2,842

 
4,719

 

 
6,691

 
2,842

 
11,410

 
14,252

 
(5,228
)
 
1997
 O'Connell's
 
 Amboy
 
 IL
 
(4,326
)
 
1,648

 
4,974

 

 
815

 
1,648

 
5,789

 
7,437

 
(1,798
)
 
2004
 Pine Country
 
 Belvidere
 
 IL
 

 
53

 
166

 

 
172

 
53

 
338

 
391

 
(69
)
 
2006
 Willow Lake Estates
 
 Elgin
 
 IL
 

 
6,138

 
21,033

 

 
6,220

 
6,138

 
27,253

 
33,391

 
(15,191
)
 
1994
 Hoosier Estates
 
 Lebanon
 
 IN
 
(7,013
)
 
2,293

 
7,197

 

 
37

 
2,293

 
7,234

 
9,527

 
(702
)
 
2011
 Horseshoe Lake
 
 Clinton
 
 IN
 

 
155

 
365

 
2

 
392

 
157

 
757

 
914

 
(165
)
 
2004
 Indian Lakes
 
 Batesville
 
 IN
 

 
450

 
1,061

 
6

 
859

 
456

 
1,920

 
2,376

 
(423
)
 
2004
 Lakeside
 
 New Carlisle
 
 IN
 

 
426

 
1,281

 

 
120

 
426

 
1,401

 
1,827

 
(415
)
 
2004
 North Glen Village
 
 Westfield
 
 IN
 
(7,256
)
 
2,308

 
6,333

 

 
77

 
2,308

 
6,410

 
8,718

 
(751
)
 
2011
 Oak Tree Village
 
 Portage
 
 IN
 
(9,127
)
 
569

 

 

 
3,955

 
569

 
3,955

 
4,524

 
(2,815
)
 
1987
 Twin Mills RV
 
 Howe
 
 IN
 

 
1,399

 
4,186

 

 
240

 
1,399

 
4,426

 
5,825

 
(910
)
 
2006
 
 

S-8

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Diamond Caverns Resort & Golf Club
 
 Park City
 
 KY
 
$

 
$
530

 
$
1,512

 
$

 
$
(4
)
 
$
530

 
$
1,508

 
$
2,038

 
$
(363
)
 
2006
 Gateway to Cape Cod
 
 Rochester
 
 MA
 

 
91

 
288

 

 
178

 
91

 
466

 
557

 
(103
)
 
2006
 Hillcrest
 
 Rockland
 
 MA
 
(1,895
)
 
2,034

 
3,182

 

 
5

 
2,034

 
3,187

 
5,221

 
(392
)
 
2011
 Old Chatham RV
 
 South Dennis
 
 MA
 

 
1,760

 
5,293

 

 
173

 
1,760

 
5,466

 
7,226

 
(1,324
)
 
2005
 Sturbridge
 
 Sturbridge
 
 MA
 

 
110

 
347

 

 
280

 
110

 
627

 
737

 
(123
)
 
2006
 The Glen
 
 Norwell
 
 MA
 

 
940

 
1,680

 

 

 
940

 
1,680

 
2,620

 
(208
)
 
2011
 Fernwood
 
 Capitol Heights
 
 MD
 
(9,341
)
 
6,556

 
11,674

 

 
113

 
6,556

 
11,787

 
18,343

 
(1,343
)
 
2011
 Williams Estates and Peppermint Woods
 
 Middle River
 
 MD
 
(42,434
)
 
22,774

 
42,575

 

 
78

 
22,774

 
42,653

 
65,427

 
(4,509
)
 
2011
 Moody Beach
 
 Moody
 
 ME
 

 
93

 
292

 

 
135

 
93

 
427

 
520

 
(93
)
 
2006
 Pinehirst RV Park
 
 Old Orchard Beach
 
 ME
 

 
1,942

 
5,827

 

 
560

 
1,942

 
6,387

 
8,329

 
(1,564
)
 
2005
 Mt. Desert Narrows
 
 Bar Harbor
 
 ME
 

 
1,037

 
3,127

 

 
106

 
1,037

 
3,233

 
4,270

 
(549
)
 
2007
 Narrows Too
 
 Trenton
 
 ME
 

 
1,451

 
4,408

 

 
43

 
1,451

 
4,451

 
5,902

 
(759
)
 
2007
 Patton Pond
 
 Ellsworth
 
 ME
 

 
267

 
802

 

 
78

 
267

 
880

 
1,147

 
(157
)
 
2007
 Avon on the Lake
 
 Rochester Hills
 
 MI
 

 
4,435

 
9,748

 

 
141

 
4,435

 
9,889

 
14,324

 
(1,917
)
 
2011
 Bear Cave Resort
 
 Buchanan
 
 MI
 

 
176

 
516

 

 
50

 
176

 
566

 
742

 
(164
)
 
2006
 Cranberry Lake
 
 White Lake
 
 MI
 

 
1,654

 
8,174

 

 
59

 
1,654

 
8,233

 
9,887

 
(1,197
)
 
2011
 Fairchild Lake
 
 Chesterfield
 
 MI
 

 
1,430

 
7,226

 

 
61

 
1,430

 
7,287

 
8,717

 
(1,083
)
 
2011
 Ferrand Estates
 
 Wyoming
 
 MI
 
(8,256
)
 
2,172

 
6,574

 

 
29

 
2,172

 
6,603

 
8,775

 
(1,156
)
 
2011
 Grand Blanc Crossing
 
 Grand Blanc
 
 MI
 

 
1,899

 
2,787

 

 
140

 
1,899

 
2,927

 
4,826

 
(723
)
 
2011
 Holly Hills
 
 Holly
 
 MI
 

 
723

 
1,703

 

 
38

 
723

 
1,741

 
2,464

 
(430
)
 
2011
 Lake in the Hills
 
 Auburn Hills
 
 MI
 
(4,224
)
 
1,792

 
5,599

 

 
56

 
1,792

 
5,655

 
7,447

 
(842
)
 
2011
 Oakland Glens
 
 Novi
 
 MI
 

 
3,653

 
6,881

 

 
220

 
3,653

 
7,101

 
10,754

 
(1,461
)
 
2011
 Old Orchard
 
 Davison
 
 MI
 

 
812

 
2,814

 

 
63

 
812

 
2,877

 
3,689

 
(503
)
 
2011
 Royal Estates
 
 Kalamazoo
 
 MI
 

 
921

 
3,244

 

 
54

 
921

 
3,298

 
4,219

 
(507
)
 
2011
 St Clair
 
 St Clair
 
 MI
 

 
453

 
1,068

 
6

 
244

 
459

 
1,312

 
1,771

 
(374
)
 
2004
 Swan Creek
 
 Ypsilanti
 
 MI
 
(5,516
)
 
1,844

 
7,180

 

 
73

 
1,844

 
7,253

 
9,097

 
(1,071
)
 
2011
 Westbridge Manor
 
 Macomb
 
 MI
 

 
8,472

 
13,927

 

 
330

 
8,472

 
14,257

 
22,729

 
(2,851
)
 
2011
 Westbrook
 
 Macomb
 
 MI
 

 
2,441

 
15,057

 

 
19

 
2,441

 
15,076

 
17,517

 
(1,887
)
 
2011
 Cedar Knolls
 
 Apple Valley
 
 MN
 
(16,760
)
 
10,021

 
14,357

 

 
38

 
10,021

 
14,395

 
24,416

 
(2,001
)
 
2011
 


S-9

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Cimarron Park
 
 Lake Elmo
 
 MN
 
$
(22,396
)
 
$
11,097

 
$
23,132

 
$

 
$
233

 
$
11,097

 
$
23,365

 
$
34,462

 
$
(2,560
)
 
2011
 Rockford Riverview Estates
 
 Rockford
 
 MN
 
(8,602
)
 
2,959

 
8,882

 

 
14

 
2,959

 
8,896

 
11,855

 
(1,144
)
 
2011
 Rosemount Woods
 
 Rosemount
 
 MN
 

 
4,314

 
8,932

 

 
35

 
4,314

 
8,967

 
13,281

 
(991
)
 
2011
 Forest Lake
 
 Advance
 
 NC
 

 
986

 
2,325

 
13

 
523

 
999

 
2,848

 
3,847

 
(762
)
 
2004
 Goose Creek
 
 Newport
 
 NC
 
(10,943
)
 
4,612

 
13,848

 
750

 
1,614

 
5,362

 
15,462

 
20,824

 
(4,498
)
 
2004
 Green Mountain Park
 
 Lenoir
 
 NC
 

 
1,037

 
3,075

 

 
203

 
1,037

 
3,278

 
4,315

 
(721
)
 
2006
 Lake Gaston
 
 Littleton
 
 NC
 

 
130

 
409

 

 
144

 
130

 
553

 
683

 
(124
)
 
2006
 Lake Myers RV
 
 Mocksville
 
 NC
 

 
1,504

 
4,587

 

 
162

 
1,504

 
4,749

 
6,253

 
(1,022
)
 
2006
 Scenic
 
 Asheville
 
 NC
 
(3,541
)
 
1,183

 
3,511

 

 
89

 
1,183

 
3,600

 
4,783

 
(803
)
 
2006
 Twin Lakes
 
 Chocowinity
 
 NC
 
(3,303
)
 
1,709

 
3,361

 

 
494

 
1,709

 
3,855

 
5,564

 
(1,105
)
 
2004
 Waterway RV
 
 Cedar Point
 
 NC
 
(5,454
)
 
2,392

 
7,185

 

 
210

 
2,392

 
7,395

 
9,787

 
(2,184
)
 
2004
 Buena Vista
 
 Fargo
 
 ND
 

 
4,563

 
14,949

 

 
123

 
4,563

 
15,072

 
19,635

 
(1,554
)
 
2011
 Meadow Park
 
 Fargo
 
 ND
 
(2,275
)
 
943

 
2,907

 

 
8

 
943

 
2,915

 
3,858

 
(278
)
 
2011
 Sandy Beach RV
 
 Contoocook
 
 NH
 
(4,769
)
 
1,755

 
5,265

 

 
107

 
1,755

 
5,372

 
7,127

 
(1,341
)
 
2005
 Tuxbury Resort
 
 South Hampton
 
 NH
 

 
3,557

 
3,910

 

 
407

 
3,557

 
4,317

 
7,874

 
(736
)
 
2007
 Chestnut Lake
 
 Port Republic
 
 NJ
 

 
337

 
796

 
4

 
240

 
341

 
1,036

 
1,377

 
(255
)
 
2004
 Lake & Shore
 
 Ocean View
 
 NJ
 

 
378

 
1,192

 

 
791

 
378

 
1,983

 
2,361

 
(426
)
 
2006
 Pine Ridge at Crestwood
 
 Whiting
 
 NJ
 
(38,638
)
 
17,367

 
33,127

 

 
2

 
17,367

 
33,129

 
50,496

 
(3,827
)
 
2011
 Sea Pines
 
 Swainton
 
 NJ
 

 
198

 
625

 

 
254

 
198

 
879

 
1,077

 
(188
)
 
2006
 Bonanza
 
 Las Vegas
 
 NV
 
(8,516
)
 
908

 
2,643

 

 
1,776

 
908

 
4,419

 
5,327

 
(3,397
)
 
1983
 Boulder Cascade
 
 Las Vegas
 
 NV
 
(8,165
)
 
2,995

 
9,020

 

 
2,554

 
2,995

 
11,574

 
14,569

 
(5,435
)
 
1998
 Cabana
 
 Las Vegas
 
 NV
 
(9,063
)
 
2,648

 
7,989

 

 
820

 
2,648

 
8,809

 
11,457

 
(5,248
)
 
1994
 Flamingo West
 
 Las Vegas
 
 NV
 
(13,652
)
 
1,730

 
5,266

 

 
1,602

 
1,730

 
6,868

 
8,598

 
(4,012
)
 
1994
 Las Vegas
 
 Las Vegas
 
 NV
 

 
1,049

 
2,473

 
14

 
341

 
1,063

 
2,814

 
3,877

 
(735
)
 
2004
 Mountain View - NV
 
 Henderson
 
 NV
 
(21,719
)
 
16,665

 
25,915

 

 
85

 
16,665

 
26,000

 
42,665

 
(2,609
)
 
2011
 Villa Borega
 
 Las Vegas
 
 NV
 
(9,635
)
 
2,896

 
8,774

 

 
1,146

 
2,896

 
9,920

 
12,816

 
(4,975
)
 
1997
 Alpine Lake
 
 Corinth
 
 NY
 
(13,072
)
 
4,783

 
14,125

 
153

 
670

 
4,936

 
14,795

 
19,731

 
(3,665
)
 
2005
 Brennan Beach
 
 Pulaski
 
 NY
 
(19,322
)
 
7,325

 
21,141

 

 
5,232

 
7,325

 
26,373

 
33,698

 
(5,877
)
 
2005
 Greenwood Village
 
 Manorville
 
 NY
 
(24,385
)
 
3,667

 
9,414

 
484

 
4,940

 
4,151

 
14,354

 
18,505

 
(6,417
)
 
1998
 


S-10

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Lake George Escape
 
 Lake George
 
 NY
 
$

 
$
3,562

 
$
10,708

 
$

 
$
697

 
$
3,562

 
$
11,405

 
$
14,967

 
$
(2,937
)
 
2005
 Lake George Schroon Valley
 
 Warrensburg
 
 NY
 

 
540

 
1,626

 

 
28

 
540

 
1,654

 
2,194

 
(270
)
 
2008
 Rondout Valley Resort
 
 Accord
 
 NY
 

 
1,115

 
3,240

 

 
570

 
1,115

 
3,810

 
4,925

 
(766
)
 
2006
 The Woodlands
 
 Lockport
 
 NY
 

 
12,183

 
39,687

 

 
110

 
12,183

 
39,797

 
51,980

 
(4,325
)
 
2011
 Kenisee Lake
 
 Jefferson
 
 OH
 

 
295

 
696

 
4

 
138

 
299

 
834

 
1,133

 
(214
)
 
2004
 Wilmington
 
 Wilmington
 
 OH
 

 
235

 
555

 
3

 
112

 
238

 
667

 
905

 
(175
)
 
2004
 Bend
 
 Bend
 
 OR
 

 
733

 
1,729

 
10

 
453

 
743

 
2,182

 
2,925

 
(559
)
 
2004
 Falcon Wood Village
 
 Eugene
 
 OR
 
(4,803
)
 
1,112

 
3,426

 

 
553

 
1,112

 
3,979

 
5,091

 
(1,982
)
 
1997
 Mt. Hood
 
 Welches
 
 OR
 

 
1,817

 
5,733

 

 
217

 
1,817

 
5,950

 
7,767

 
(2,221
)
 
2002
 Pacific City
 
 Cloverdale
 
 OR
 

 
1,076

 
2,539

 
14

 
1,284

 
1,090

 
3,823

 
4,913

 
(931
)
 
2004
 Quail Hollow
 
 Fairview
 
 OR
 

 

 
3,249

 

 
487

 

 
3,736

 
3,736

 
(1,885
)
 
1997
 Seaside
 
 Seaside
 
 OR
 

 
891

 
2,101

 
12

 
534

 
903

 
2,635

 
3,538

 
(682
)
 
2004
 Shadowbrook
 
 Clackamas
 
 OR
 
(5,837
)
 
1,197

 
3,693

 

 
464

 
1,197

 
4,157

 
5,354

 
(2,137
)
 
1997
 South Jetty
 
 Florence
 
 OR
 

 
678

 
1,598

 
9

 
364

 
687

 
1,962

 
2,649

 
(471
)
 
2004
 Whalers Rest
 
 South Beach
 
 OR
 

 
754

 
1,777

 
10

 
548

 
764

 
2,325

 
3,089

 
(579
)
 
2004
 Appalachian
 
 Shartlesville
 
 PA
 

 
1,666

 
5,044

 

 
409

 
1,666

 
5,453

 
7,119

 
(1,100
)
 
2006
 Circle M
 
 Lancaster
 
 PA
 

 
330

 
1,041

 

 
343

 
330

 
1,384

 
1,714

 
(279
)
 
2006
 Dutch County
 
 Manheim
 
 PA
 

 
88

 
278

 

 
95

 
88

 
373

 
461

 
(80
)
 
2006
 Gettysburg Farm
 
 Dover
 
 PA
 

 
111

 
350

 

 
113

 
111

 
463

 
574

 
(93
)
 
2006
 Green Acres
 
 Breinigsville
 
 PA
 
(28,345
)
 
2,680

 
7,479

 

 
4,204

 
2,680

 
11,683

 
14,363

 
(8,173
)
 
1988
 Greenbriar Village
 
 Bath
 
 PA
 
(14,334
)
 
8,359

 
16,941

 

 
3

 
8,359

 
16,944

 
25,303

 
(1,713
)
 
2011
 Hershey
 
 Lebanon
 
 PA
 

 
1,284

 
3,028

 
17

 
860

 
1,301

 
3,888

 
5,189

 
(1,002
)
 
2004
 Lil Wolf
 
 Orefield
 
 PA
 
(8,421
)
 
5,627

 
13,593

 

 
218

 
5,627

 
13,811

 
19,438

 
(1,362
)
 
2011
 Mountain View - PA
 
 Walnutport
 
 PA
 
(7,113
)
 
3,207

 
7,182

 

 
58

 
3,207

 
7,240

 
10,447

 
(767
)
 
2011
 Robin Hill
 
 Lenhartsville
 
 PA
 

 
1,263

 
3,786

 

 
84

 
1,263

 
3,870

 
5,133

 
(515
)
 
2009
 Scotrun
 
 Scotrun
 
 PA
 

 
153

 
483

 

 
179

 
153

 
662

 
815

 
(132
)
 
2006
 Spring Gulch
 
 New Holland
 
 PA
 
(4,137
)
 
1,593

 
4,795

 

 
273

 
1,593

 
5,068

 
6,661

 
(1,525
)
 
2004
 Sun Valley
 
 Bowmansville
 
 PA
 

 
866

 
2,601

 

 
178

 
866

 
2,779

 
3,645

 
(360
)
 
2009
 Timothy Lake North
 
 East Stroudsburg
 
 PA
 

 
296

 
933

 

 
298

 
296

 
1,231

 
1,527

 
(299
)
 
2006
 


S-11

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Timothy Lake South
 
 East Stroudsburg
 
 PA
 
$

 
$
206

 
$
649

 
$

 
$
27

 
$
206

 
$
676

 
$
882

 
$
(142
)
 
2006
 Carolina Landing
 
 Fair Play
 
 SC
 

 
457

 
1,078

 
6

 
201

 
463

 
1,279

 
1,742

 
(332
)
 
2004
 Inlet Oaks
 
 Murrells Inlet
 
 SC
 
(4,568
)
 
1,546

 
4,642

 

 
183

 
1,546

 
4,825

 
6,371

 
(1,071
)
 
2006
 The Oaks at Point South
 
 Yemassee
 
 SC
 

 
267

 
810

 

 
40

 
267

 
850

 
1,117

 
(201
)
 
2006
 Cherokee Landing
 
 Middleton
 
 TN
 

 
118

 
279

 
2

 
40

 
120

 
319

 
439

 
(86
)
 
2004
 Natchez Trace
 
 Hohenwald
 
 TN
 

 
533

 
1,257

 
7

 
282

 
540

 
1,539

 
2,079

 
(398
)
 
2004
 Alamo Palms Resort
 
 Harlingen
 
TX
 

 
1,562

 
7,924

 

 

 
1,562

 
7,924

 
9,486

 

 
2012
 Bay Landing
 
 Bridgeport
 
 TX
 

 
438

 
1,033

 
6

 
396

 
444

 
1,429

 
1,873

 
(318
)
 
2004
 Colorado River
 
 Columbus
 
 TX
 

 
466

 
1,099

 
6

 
112

 
472

 
1,211

 
1,683

 
(329
)
 
2004
 Country Sunshine
 
 Weslaco
 
 TX
 

 
627

 
1,881

 

 
832

 
627

 
2,713

 
3,340

 
(853
)
 
2004
 Fun n Sun RV
 
 San Benito
 
 TX
 
(6,589
)
 
2,533

 
5,560

 
412

 
5,821

 
2,945

 
11,381

 
14,326

 
(5,544
)
 
1998
 Lake Conroe
 
 Willis
 
 TX
 

 
1,363

 
3,214

 
18

 
1,659

 
1,381

 
4,873

 
6,254

 
(1,196
)
 
2004
 Lake Tawakoni
 
 Point
 
 TX
 

 
691

 
1,629

 
9

 
279

 
700

 
1,908

 
2,608

 
(490
)
 
2004
 Lake Texoma
 
 Gordonville
 
 TX
 

 
488

 
1,151

 
6

 
702

 
494

 
1,853

 
2,347

 
(450
)
 
2004
 Lake Whitney
 
 Whitney
 
 TX
 

 
679

 
1,602

 
10

 
691

 
689

 
2,293

 
2,982

 
(526
)
 
2004
 Lakewood
 
 Harlingen
 
 TX
 

 
325

 
979

 

 
160

 
325

 
1,139

 
1,464

 
(367
)
 
2004
 Medina Lake
 
 Lakehills
 
 TX
 

 
936

 
2,208

 
12

 
874

 
948

 
3,082

 
4,030

 
(803
)
 
2004
 Paradise Park RV
 
 Harlingen
 
 TX
 

 
1,568

 
4,705

 

 
754

 
1,568

 
5,459

 
7,027

 
(1,556
)
 
2004
 Paradise South
 
 Mercedes
 
 TX
 

 
448

 
1,345

 

 
289

 
448

 
1,634

 
2,082

 
(470
)
 
2004
 Southern Comfort
 
 Weslaco
 
 TX
 

 
1,108

 
3,323

 

 
309

 
1,108

 
3,632

 
4,740

 
(1,095
)
 
2004
 Sunshine RV
 
 Harlingen
 
 TX
 

 
1,494

 
4,484

 

 
990

 
1,494

 
5,474

 
6,968

 
(1,588
)
 
2004
 Tropic Winds
 
 Harlingen
 
 TX
 

 
1,221

 
3,809

 

 
522

 
1,221

 
4,331

 
5,552

 
(1,524
)
 
2002
 Victoria Palms Resort
 
 Harlingen
 
TX
 

 
2,849

 
12,305

 

 

 
2,849

 
12,305

 
15,154

 

 
2012
 All Seasons
 
 Salt Lake City
 
 UT
 
(3,224
)
 
510

 
1,623

 

 
498

 
510

 
2,121

 
2,631

 
(1,050
)
 
1997
 St. George
 
 Hurricane
 
 UT
 

 
64

 
264

 
2

 
138

 
66

 
402

 
468

 
(39
)
 
2010
 Westwood Village
 
 Farr West
 
 UT
 
(10,354
)
 
1,346

 
4,179

 

 
1,888

 
1,346

 
6,067

 
7,413

 
(3,015
)
 
1997
 Chesapeake Bay
 
 Cloucester
 
 VA
 

 
1,230

 
2,900

 
16

 
1,036

 
1,246

 
3,936

 
5,182

 
(987
)
 
2004
 Harbor View
 
 Colonial Beach
 
 VA
 

 
64

 
202

 

 
336

 
64

 
538

 
602

 
(105
)
 
2006
 Lynchburg
 
 Gladys
 
 VA
 

 
266

 
627

 
4

 
169

 
270

 
796

 
1,066

 
(208
)
 
2004
 Meadows of Chantilly
 
 Chantilly
 
 VA
 
(32,236
)
 
5,430

 
16,440

 

 
6,845

 
5,430

 
23,285

 
28,715

 
(12,852
)
 
1994
 

S-12

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/12
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
 Regency Lakes
 
 Winchester
 
 VA
 
$
(9,887
)
 
$
9,757

 
$
19,055

 
$

 
$
21

 
$
9,757

 
$
19,076

 
$
28,833

 
$
(2,128
)
 
2011
 Virginia Landing
 
 Quinby
 
 VA
 

 
602

 
1,419

 
8

 
173

 
610

 
1,592

 
2,202

 
(437
)
 
2004
 Williamsburg
 
 Williamsburg
 
 VA
 

 
111

 
350

 

 
81

 
111

 
431

 
542

 
(88
)
 
2006
 Birch Bay
 
 Blaine
 
 WA
 

 
502

 
1,185

 
7

 
83

 
509

 
1,268

 
1,777

 
(344
)
 
2004
 Chehalis
 
 Chehalis
 
 WA
 

 
590

 
1,392

 
8

 
668

 
598

 
2,060

 
2,658

 
(504
)
 
2004
 Crescent Bar
 
 Quincy
 
 WA
 

 
314

 
741

 
4

 
202

 
318

 
943

 
1,261

 
(240
)
 
2004
 Grandy Creek
 
 Concrete
 
 WA
 

 
475

 
1,425

 

 
146

 
475

 
1,571

 
2,046

 
(260
)
 
2008
 Kloshe Illahee
 
 Federal Way
 
 WA
 
(16,697
)
 
2,408

 
7,286

 

 
636

 
2,408

 
7,922

 
10,330

 
(4,016
)
 
1997
 La Conner
 
 La Conner
 
 WA
 

 
600

 
1,416

 
8

 
719

 
608

 
2,135

 
2,743

 
(561
)
 
2004
 Leavenworth
 
 Leavenworth
 
 WA
 

 
786

 
1,853

 
11

 
452

 
797

 
2,305

 
3,102

 
(590
)
 
2004
 Little Diamond
 
 Newport
 
 WA
 

 
353

 
834

 
5

 
594

 
358

 
1,428

 
1,786

 
(287
)
 
2004
 Long Beach
 
 Seaview
 
 WA
 

 
321

 
758

 
4

 
170

 
325

 
928

 
1,253

 
(231
)
 
2004
 Mount Vernon
 
 Bow
 
 WA
 

 
621

 
1,464

 
8

 
600

 
629

 
2,064

 
2,693

 
(519
)
 
2004
 Oceana
 
 Oceana City
 
 WA
 

 
283

 
668

 
4

 
82

 
287

 
750

 
1,037

 
(191
)
 
2004
 Paradise
 
 Silver Creek
 
 WA
 

 
466

 
1,099

 
6

 
214

 
472

 
1,313

 
1,785

 
(343
)
 
2004
 Tall Chief
 
 Fall City
 
 WA
 

 
314

 
946

 

 
201

 
314

 
1,147

 
1,461

 
(116
)
 
2010
 Thunderbird
 
 Monroe
 
 WA
 

 
500

 
1,178

 
7

 
171

 
507

 
1,349

 
1,856

 
(356
)
 
2004
 Arrowhead
 
 Wisconsin Dells
 
 WI
 

 
522

 
1,616

 

 
340

 
522

 
1,956

 
2,478

 
(405
)
 
2006
 Fremont
 
 Fremont
 
 WI
 
(3,791
)
 
1,437

 
4,296

 

 
478

 
1,437

 
4,774

 
6,211

 
(1,307
)
 
2004
 Plymouth Rock
 
 Elkhart Lake
 
 WI
 
(6,703
)
 
2,293

 
6,879

 

 
294

 
2,293

 
7,173

 
9,466

 
(925
)
 
2009
 Tranquil Timbers
 
 Sturgeon Bay
 
 WI
 

 
714

 
2,152

 

 
255

 
714

 
2,407

 
3,121

 
(529
)
 
2006
 Yukon Trails
 
 Lyndon Station
 
 WI
 

 
556

 
1,629

 

 
171

 
556

 
1,800

 
2,356

 
(497
)
 
2004
 Subtotal of Properties Held for Long Term
 
(2,069,181
)
 
1,014,140

 
2,520,744

 
5,441

 
412,428

 
1,019,581

 
2,933,172

 
3,952,753

 
(927,170
)
 
 
 Realty Systems, Inc.
 
 
 
 
 
(685
)
 

 

 

 
200,539

 

 
200,539

 
200,539

 
(22,095
)
 
2002
 Management Business and other
 

 

 
436

 

 
17,789

 

 
18,225

 
18,225

 
(14,392
)
 
1990
 
 
 
 
 
 
$
(2,069,866
)
 
$
1,014,140

 
$
2,521,180

 
$
5,441

 
$
630,756

 
$
1,019,581

 
$
3,151,936

 
$
4,171,517

 
$
(963,657
)
 
 
 _________________________________
(1)
The schedule excludes Properties in which the Company has a non-controlling joint venture interest and accounts for using the equity method of accounting.
(2)
All Properties were acquired, except for Country Place Village, which was constructed.


S-13

Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2012
(amounts in thousands)

The changes in total real estate for the years ended December 31, 2012, 2011 and 2010 were as follows:
 
 
2012
 
2011 (1)
 
2010 (1)
Balance, beginning of year
$
4,080,149

 
$
2,584,987

 
$
2,538,215

 
Acquisitions
18,738

 
1,431,339

 
2,796

 
Improvements
75,260

 
62,032

 
48,629

 
Dispositions and other
(2,630
)
 
1,791

 
(4,653
)
Balance, end of year
$
4,171,517

 
$
4,080,149

 
$
2,584,987

_____________________________________
(a)
Certain prior year amounts have been reclassified to conform to the 2012 presentation. These reclassifications had no material effect on the consolidated financial statements.

The changes in accumulated depreciation for the years ended December 31, 2012, 2011 and 2010 were as follows:
 
 
2012
 
2011
 
2010
Balance, beginning of year
$
813,926

 
$
700,665

 
$
629,768

 
Depreciation expense (a)
104,917

 
84,257

 
70,952

 
Amortization of in-place leases
45,122

 
28,479

 

 
Dispositions and other
(308
)
 
525

 
(55
)
Balance, end of year
$
963,657

 
$
813,926

 
$
700,665

________________________
(a)
Includes approximately $6.1 million, $4.3 million and $2.8 million of depreciation from rental operations for the years ended December 31, 2012, 2011 and 2010, respectively.

S-14