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, 2015
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 $4,139.9 million as of June 30, 2015 based upon the closing price of $52.58 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 19, 2016, 84,593,728 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 10, 2016.



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

 

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PART I
Item 1. Business
Equity LifeStyle Properties, Inc.
General
Equity LifeStyle Properties, Inc. ("ELS"), a Maryland corporation, together with MHC Operating Limited Partnership (the "Operating Partnership") and its other consolidated subsidiaries (the "Subsidiaries"), are referred to herein as "we," "us," and "our." We elected to be taxed as a real estate investment trust ("REIT"), for U.S. federal income tax purposes, commencing with our taxable year ended December 31, 1993.
We are a fully integrated owner and operator of lifestyle-oriented properties ("Properties") consisting primarily of manufactured home ("MH") communities and recreational vehicle ("RV") resorts and campgrounds. We were formed in December 1992 to continue the property operations, business objectives and acquisition strategies of an entity that had owned and operated Properties since 1969.
We have a unique business model where we own the land and provide our customers the opportunity to place factory built homes, cottages, cabins or RVs either permanently or on a long-term or short-term basis. Our customers may lease individual developed areas ("Sites") or enter right-to-use contracts which provide them access to specific Properties for limited stays. Compared to other types of real estate companies, our business model is characterized by low maintenance costs as well as low customer turnover costs. Our portfolio is spread through highly desirable locations with a focus on both retirement and vacation destinations attracting retirees, vacationing families, and second homeowners, while providing a lower cost home ownership alternative. We have 80 Properties with lake, river or ocean frontage and more than 100 Properties within 10 miles of the coastal United States.
We are one of the nation's largest real estate networks with a portfolio, as of December 31, 2015, of 387 Properties consisting of 143,938 residential Sites located throughout the United States and Canada. These Properties are located in 32 states and British Columbia.
Our Properties are designed and improved for several home options of various sizes and designs that are produced off-site by third-party manufacturers, installed and set on designated Sites ("Site Set") within the Properties. These homes can range from 400 to over 2,000 square feet. 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 swimming pools, shuffleboard courts, tennis courts, pickleball courts, golf courses, lawn bowling, restaurants, laundry facilities, cable television and internet service. Some Properties provide

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utilities, including water and sewer service, through municipal or regulated utilities while others provide these services to customers from on-site facilities.
Employees and Organizational Structure
We have an annual average of approximately 4,100 full-time, part-time and seasonal employees dedicated to carrying out our operating philosophy while focusing on providing good service to our customers. The operations of each Property are coordinated by an on-site team of employees that typically includes a manager, clerical staff and maintenance workers, each of whom works to provide maintenance and care to the Properties. The on-site team at each Property also provides customer service and coordinates lifestyle-oriented activities for customers. Direct supervision of on-site management is the responsibility of our regional vice presidents and regional and district managers who have substantial experience addressing the needs of customers and creating innovative approaches to maximize value and increase cash flow from property operations. Complementing the field management staff are approximately 200 full-time corporate employees who assist in all functions related to the management of our Properties.
Our Formation
Our operations are conducted primarily through our Operating Partnership. We contributed the proceeds from our initial public offering in 1993 and subsequent offerings to our Operating Partnership for a general partnership interest. The financial results of our Operating Partnership and our Subsidiaries are consolidated in our consolidated financial statements, which can be found beginning on page F-1 of this Form 10-K. In addition, since certain activities, if performed by us, may not be qualifying REIT activities under the Internal Revenue Code of 1986, as amended (the "Code"), we have formed taxable REIT Subsidiaries, as defined in the Code, to engage in such activities.
Realty Systems, Inc. ("RSI") is a wholly owned taxable REIT subsidiary of ours which is engaged in the business of purchasing, selling or leasing Site Set homes that are located in Properties owned and managed by us. RSI also provides brokerage services to residents at such Properties who move from a Property but do not relocate their homes. RSI may provide brokerage services, in competition with other local brokers, by seeking buyers for the Site Set homes. Subsidiaries of RSI also operate ancillary activities at certain Properties, such as golf courses, pro shops, stores and restaurants. Several Properties are also wholly owned by our taxable REIT Subsidiaries.
Business Objectives and Operating Strategies
Our primary business objective is to maximize both current and long-term income growth. Our operating strategy is to own and operate the highest quality Properties in sought-after locations near retirement and vacation destinations and urban areas across the United States.
We focus on Properties that have strong cash flow and plan to hold such Properties for long-term investment and capital appreciation. In determining cash flow potential, we evaluate our ability to attract high quality customers to our Properties and retain these customers who take pride in the Property and in their homes. Our operating, investment and financing strategies include:
•
Consistently providing 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 increasing occupancy, maintaining competitive market rents and controlling expenses;
•
Increasing income and property values by strategic expansion and, where appropriate, renovation of the Properties;
•
Utilizing technology to evaluate potential acquisitions, identify and track competing properties and monitor existing and prospective customer satisfaction;
•
Selectively acquiring properties that have potential for long-term cash flow growth and creating property concentrations in and around retirement or vacation destinations and major metropolitan areas to capitalize on operating synergies and incremental efficiencies;
•
Managing our debt balances in order to maintain financial flexibility, minimize exposure to interest rate fluctuations and maintain an appropriate degree of leverage to maximize return on capital; and
•
Developing and maintaining relationships with various capital providers.
These business objectives and their implementation are consistent with business strategies determined by our Board of Directors and may be changed at any time.


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Acquisitions and Dispositions
Over the last decade we have continued to increase the number of Properties in our portfolio (including owned or partly owned Properties), from 285 Properties with over 106,300 Sites to 387 Properties with over 143,900 Sites. During the year ended December 31, 2015, we acquired three Properties (two RV resorts and one MH community) with a total of approximately 700 Sites. We continually review the Properties in our portfolio to ensure they fit our business objectives. Over the last five years, we redeployed capital to properties in markets we believe have greater long-term potential by acquiring 92 Properties primarily located in retirement and vacation destinations and selling 12 Properties that were not aligned with our long-term goals.
We believe that opportunities for property acquisitions are still available. Based on industry reports, we estimate there are approximately 50,000 manufactured home properties and approximately 8,750 RV resorts (excluding government owned properties) in North America. Most of these properties are not operated by large owner/operators, and approximately 3,600 of the MH properties and 1,300 of the RV resorts contain 200 Sites or more. We believe that this relatively high degree of fragmentation provides us, as a national organization with experienced management and substantial financial resources, the opportunity to purchase additional properties. We believe we have a competitive advantage in the acquisition of additional properties due to our experienced management, significant presence in major real estate markets and access to capital resources. We are actively seeking to acquire and are engaged at any time in various stages of negotiations relating to the possible acquisition of additional properties, which may include outstanding contracts to acquire properties that are subject to the satisfactory completion of our due diligence review.
We anticipate that new acquisitions will generally be located in the United States, although we may consider other geographic locations provided they meet our acquisition criteria. We utilize market information systems to identify and evaluate acquisition opportunities, including the use of a market database to review the primary economic indicators of the various locations in which we expect to expand our operations.
Acquisitions will be financed from the most appropriate available sources of capital, which may include undistributed funds from operations, issuance of additional equity securities, sales of investments, collateralized and uncollateralized borrowings and issuance of debt securities. In addition, we have and expect to acquire properties in transactions that include the issuance of limited partnership interests in our Operating Partnership ("OP Units") as consideration for the acquired properties. We believe that an ownership structure that includes our Operating Partnership has and will permit us to acquire additional properties in transactions that may defer all or a portion of the sellers' tax consequences.
When evaluating potential acquisitions, we consider, among others, the following factors:
•
Current and projected cash flow of the property and the potential for increased cash flow;
•
Geographic area and the type of property;
•
Replacement cost of the property, including land values, entitlements and zoning;
•
Location, construction quality, condition and design of the property;
•
Potential for capital appreciation of the property;
•
Terms of tenant leases or usage rights, including the potential for rent increases;
•
Potential for economic growth and the tax and regulatory environment of the community in which the property is located;
•
Potential for expansion, including increasing the number of Sites;
•
Occupancy and demand by customers for properties of a similar type in the vicinity and the customers' profiles;
•
Prospects for liquidity through sale, financing or refinancing of the property;
•
Competition from existing properties and the potential for the construction of new properties in the area; and
•
Working capital demands.
When evaluating potential dispositions, we consider, among others, the following factors:
•
Whether the Property meets our current investment criteria;
•
Our desire to exit certain non-core markets and recycle the capital into core markets; and
•
Our ability to sell the Property at a price that we believe will provide an appropriate return for our stockholders.
When investing capital, we consider all potential uses of the capital, including returning capital to our stockholders. Our Board of Directors continues to review the conditions under which we may repurchase our stock. These conditions include, but are not limited to, market price, balance sheet flexibility, other opportunities and capital requirements.
Property Expansions
Several of our Properties have land available for expanding the number of Sites. Development of these Sites ("Expansion Sites") is evaluated based on the following factors: local market conditions; ability to subdivide; accessibility within the Property

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and externally; infrastructure needs including utility needs and access as well as additional common area amenities; zoning and entitlement; costs and uses of working capital; topography; and ability to market new Sites. When justified, development of Expansion Sites allows us to leverage existing facilities and amenities to increase the income generated from the Properties. Our acquisition philosophy includes owning Properties with potential for Expansion Site development. Approximately 85 of our Properties have expansion potential, with up to approximately 5,300 acres available for expansion. Refer to Item 2. Properties. which includes detail regarding the developable acres available at each property.
Leases or Usage Rights
At our Properties, a typical lease for the rental of a Site between us and the owner or renter of a home is month-to-month or for a one-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 approximately 7,400 Sites in 39 of our Properties. Some of these leases are subject to rental rate increases based on the Consumer Price Index ("CPI"), in some instances allowing for pass-throughs of certain items such as real estate taxes, utility expenses and capital expenditures. Generally, adjustments to our market rates, if appropriate, are made on an annual basis.
In Florida, in connection with offering a Site in a MH community for rent, the MH community owner must deliver to the prospective resident a Prospectus required by Florida Statutes Chapter 723.001, et. seq., which must be approved by the applicable regulatory agency.  The Prospectus contains certain required disclosures regarding the community, the rights and obligations of the MH community owner and residents, and a copy of the lease agreement.  A Prospectus may contain limitations on the rights of the MH community owner to increase rental rates.  However, in the absence of such limitations, the MH community owner may increase rental rates to market, subject to certain advance notice requirements and a statutory requirement that the rental rates be reasonable. See further discussion below related to rent control legislation.
At Properties zoned for RV use, we have long-term relationships with many of our customers who typically enter into short-term rental agreements. Many resort customers also leave deposits to reserve a Site for the following year. Generally, these customers cannot live full time on the Property. At resort Properties operated under the Thousand Trails brand 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 days in exchange for annual dues payments. The customer may make a nonrefundable upfront payment to upgrade the contract which increases usage rights during the contract term. We may finance the nonrefundable upfront payment. Most of the contracts provide for an annual dues increase, usually based on increases in the CPI. Approximately 31% 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 restriction criteria.
Regulations and Insurance
General. Our Properties are subject to a variety of laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, clubhouses and other common areas, regulations relating to providing utility services, such as electricity, and regulations relating to operating water and wastewater treatment facilities at certain of our Properties. We believe that each Property has all material permits and approvals necessary to operate. We renew these permits and approvals in the ordinary course of business.
Insurance. The Properties are insured against risks that may cause property damage and business interruption including events such as fire, flood, earthquake, or windstorm. The relevant insurance policies contain deductible requirements, coverage limits and particular exclusions. Our current property and casualty insurance policies, which we plan to renew, expire on April 1, 2016. We have a $100 million loss limit with respect to our all-risk property insurance program including named windstorms, which include, for example, hurricanes. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million aggregate loss limit for earthquakes in California. Policy deductibles primarily range from a $125,000 minimum to 5% per unit of insurance for most catastrophic events. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
Rent Control Legislation. At certain of our Properties, principally in California, state and local rent control laws limit our ability to increase rents and to recover increases in operating expenses and the costs of capital improvements. Enactment of such laws has been considered at various times in other jurisdictions. We presently expect to continue to maintain Properties, and may purchase additional properties, in markets that are either subject to rent control or in which rent-limiting legislation exists or may be enacted. For example, Florida law requires that rental increases be reasonable, and Delaware law requires rental increases greater than the change in the consumer price index to be justified. Also, certain jurisdictions in California in which we own Properties limit rent increases to changes in the CPI or some percentage of CPI. As part of our effort to realize the value of Properties

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subject to restrictive regulation, we have initiated lawsuits at various times against various municipalities imposing such regulations in an attempt to balance the interests of our stockholders with the interests of our customers. (See Item 3. Legal proceedings).
Membership Properties. Many states also have consumer protection laws regulating right-to-use or campground membership sales and the financing of such sales. Some states have laws requiring us to register with a state agency and obtain a permit to market (see Item 1A. Risk Factors). At certain of our Properties primarily used as membership campgrounds, state statutes limit our ability to close a Property unless a reasonable substitute Property is made available for members' use.
Industry
We believe that our Properties and our business model provide an opportunity for increased cash flows and appreciation in value. These may be achieved through increases in occupancy rates and rents, as well as expense controls, expansion of existing Properties and opportunistic acquisitions, for the following reasons:
•
Barriers to Entry: We believe that the supply of new properties in locations we target will be constrained by barriers to entry. The most significant barrier has been the difficulty of securing zoning permits from local authorities. This has been the result of (i) the public's perception of manufactured housing, and (ii) the fact that MH communities and RV resorts 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. Further, the length of time between investment in a property's development and the attainment of stabilized occupancy and the generation of revenues is significant. The initial development of the infrastructure may take up to two or three years and 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.
•
Customer Base: We believe that properties tend to achieve and maintain a stable rate of occupancy due to the following factors: (i) customers typically own their own homes, (ii) properties tend to foster a sense of community as a result of amenities such as clubhouses and recreational and social activities, (iii) customers often sell their homes in-place (similar to site-built residential housing) with no interruption of rental payments to us, and (iv) moving a Site Set home from one property to another involves substantial cost and effort.
•
Lifestyle Choice: According to the Recreational Vehicle Industry Association ("RVIA"), nearly one in eleven U.S. households owns an RV and there are currently 9.0 million RV owners. The 77 million people born from 1946 to 1964 or "baby boomers" make up the fastest growing segment of this market. According to Pew Research Center, every day 10,000 Americans turn 65. We believe that this population segment, seeking an active lifestyle, will provide opportunities for our future cash flow growth. As RV owners age and move beyond the more active RV lifestyle, they will often seek more permanent retirement or vacation establishments. Site Set housing has become an increasingly popular housing alternative for retirement, second-home, and "empty-nest" living. According to Pew Research Center, the baby-boom generation is expected to grow 28% within the next 15 years.
We believe that the housing choices in our Properties are especially attractive to such individuals throughout this lifestyle cycle. Our Properties offer an appealing amenity package, close proximity to local services, social activities, low maintenance and a secure environment. In fact, many of our Properties allow for this cycle to occur within a single Property.
•
Construction Quality: 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. Although resort cottages, which are generally smaller homes, do not come under the same regulations, the resort cottages are built and certified in accordance with NFPA 1192-15 and ANSI A119.5-09 consensus standards for park model recreational vehicles and have many of the same quality features.
•
Comparability to Site-Built Homes: Since inception, the Site Set housing industry has experienced a trend toward multi-section homes. Current Site Set homes are up to 80 feet long and 30 feet wide and approximately 1,438 square feet. Many such homes have nine-foot ceilings or vaulted ceilings, fireplaces and as many as four bedrooms, and closely resemble single-family ranch-style site-built homes. At our Properties, there is an active resale or rental market for these larger homes. According to the 2014 U.S. Census American Community Survey, manufactured homes represent 9.3% of total housing units.
•
Second Home and Vacation Home Demographics: According to 2015 National Association of Realtors ("NAR") reports, sales of second homes in 2014 accounted for 40% of residential transactions, or 2.2 million second-home sales in 2014. There were approximately 8.0 million vacation homes in 2014. The typical vacation-home buyer is 43 years old and

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earned $94,400 in 2014. According to 2014 NAR reports, approximately 46% of vacation homes were purchased in the south; 25% were purchased in the west; 15% were purchased in the northeast; and 14% were purchased in the Midwest. Looking ahead, NAR believes that baby boomers are still in their peak earning years, and the leading edge of their generation is approaching retirement. As they continue to have the financial means to purchase a second home as a vacation property, investment opportunity, or perhaps as a retirement retreat, those baby boomers will continue to drive the market for second homes. We believe it is likely that over the next decade we will continue to see high levels of second-home sales, and resort homes and cottages in our Properties will continue to provide a viable second-home alternative to site-built homes.
Notwithstanding our belief that the industry information highlighted above provides us with significant long-term growth opportunities, our short-term growth opportunities could be disrupted by the following:
•
Shipments—According to statistics compiled by the U.S. Census Bureau, shipments of new manufactured homes declined from 2005 through 2009. Since then, manufactured home shipments have increased each year and are on pace for a seventh straight year of growth. Although new manufactured home shipments continue to be below historical levels, shipments in 2015 increased about 9.6% to 70,500 units as compared to shipments in 2014 of 64,300 units. According to the RVIA, wholesale shipments of RVs increased 4.9% in 2015 to approximately 374,100 units as compared to 2014, which continued a positive trend in RV shipments that started in late 2009. Certain industry experts have predicted that 2016 RV shipments will increase by about 2% as compared to 2015.
———————————————————————————————————————————
1.
U.S. Census: Manufactured Homes Survey
2.
Source: RVIA

•
Sales: Retail sales of RVs totaled approximately 305,800 in 2015, a 18.1% increase from 2014 RV sales of 259,000 and a 24.9% increase from 2013 RV sales of 244,800. We believe that consumers remain concerned about the current economy, and by prospects that the economy might remain sluggish in the years ahead. However, the enduring appeal of the RV lifestyle has translated into continued strength in RV sales despite the economic turmoil. According to RVIA, RV ownership has reached record levels: 9.0 million American households now own an RV, the highest level ever recorded, which constitutes an increase of 13.9% since 2005. RV sales could continue to benefit as aging baby-boomers continue to enter the age range in which RV ownership is highest. RV dealers typically have relationships with third party lenders who provide financing for the purchase of an RV.
•
Availability of financing: Since 2008 only a few sources of financing have been available for manufactured home and RV manufacturers. In addition, the economic and legislative environment has made it difficult for purchasers of manufactured homes and RVs to obtain financing. Legislation enacted in 2010 known as the SAFE Act (Safe Mortgage Licensing Act) requires community owners interested in providing financing for customer purchases of manufactured homes to register as a mortgage loan originator in states where they engage in such financing. In comparison to financing available to

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purchasers of site-built homes, the few third party financing sources available to purchasers of manufactured homes offer financing with higher down payments, higher rates and shorter maturities, and loan approval is subject to more stringent underwriting criteria. During 2013 we entered into an agreement with an unaffiliated third party home manufacturer to create a joint venture, ECHO Financing, LLC, to buy and sell homes and purchase loans made by an unaffiliated lender to residents at our Properties.
Please see our risk factors in Item 1A - Risk Factors and financial statements and related notes beginning on page F-1 of this Form 10-K for more detailed information.
Available Information
We file reports electronically with the Securities and Exchange Commission ("SEC"). The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy information and statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. We maintain an Internet site with information about us and hyperlinks to our filings with the SEC at http://www.equitylifestyle.com, free of charge. Requests for copies of our filings with the SEC and other investor inquiries should be directed to:
Investor Relations Department
Equity LifeStyle Properties, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Phone: 1-800-247-5279
e-mail: investor_relations@equitylifestyle.com
Item 1A. Risk Factors
Our business faces many risks. The risks described below may not be the only risks we face but are the risks we know or that we believe may be material at this time. Additional risks that we do not yet know of, or that we currently think are immaterial, may also impair our business operations or financial results. This Item 1A. also includes forward-looking statements. You should refer to our discussion of the qualifications and limitations on forward-looking statements included in Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Risks Relating to Our Operations and Real Estate Investments
Adverse Economic Conditions and Other Factors Could Adversely Affect the Value of our Properties and our Cash Flow.
Several factors may adversely affect the economic performance and value of our Properties. These factors include:
•
changes in the national, regional and/or local economic climate;
•
fluctuation in the exchange rate of the U.S. dollar to other currencies and its impact on foreign customers of our northern and southern Properties;
•
the attractiveness of our Properties to customers, competition from manufactured home communities and other lifestyle-oriented properties and alternative forms of housing (such as apartment buildings and site-built single family homes);
•
the ability of manufactured home and RV manufacturers to adapt to changes in the economic climate and the availability of units from these manufacturers;
•
the ability of our potential customers to sell or lease their existing site-built residences in order to purchase resort homes or cottages at our Properties, and heightened price sensitivity for seasonal and second homebuyers;
•
the possible reduced ability of our potential customers to obtain financing on the purchase of resort homes, resort cottages or RVs;
•
the ability of our potential customers to obtain affordable chattel financing from MH lenders;
•
government stimulus intended to primarily benefit purchasers of site-built housing;
•
our ability to collect rent, annual payments and principal and interest from customers and pay or control maintenance, insurance and other operating costs (including real estate taxes), which could increase over time;
•
unfavorable weather conditions, especially on holiday weekends in the summer, could reduce the economic performance at our resort Properties;
•
the failure of our assets to generate income sufficient to pay our expenses, service our debt and maintain our Properties, which may adversely affect our ability to make expected distributions to our stockholders or may result in claims including, but not limited to, foreclosure by a lender in the event of our inability to service our debt;
•
changes in laws and governmental regulations (including rent control laws and regulations governing usage, zoning and taxes and chattel financing), which may adversely affect our financial condition;

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•
changes in laws and governmental regulations related to proposed minimum wage increases may adversely affect our financial condition; and
•
our ability to attract customers to enter new or upgraded right-to-use contracts and to retain customers who have previously entered right-to-use contracts.
Economic Downturn in the States or Markets with a Large Concentration of Our Properties May Adversely Affect Our Cash Flows, Financial Condition and Ability to Make Distributions.
Our success is dependent upon economic conditions in the U.S. generally and in the geographic areas in which a substantial number of our Properties are located. Adverse changes in national economic conditions and in the economic conditions of the regions in which we conduct substantial business may have an adverse effect on the real estate values of our Properties, our financial performance and the market price of our common stock. As we have a large concentration of properties in certain markets, most notably Florida, California, and Arizona, adverse market and economic conditions in these areas of high concentration, which significantly affect such factors as occupancy and rental rates, could have a significant impact on our revenues, cash flows, financial condition and ability to make distributions. In a recession or under other adverse economic conditions, non-earning assets and write-downs are likely to increase as debtors fail to meet their payment obligations. Although we maintain reserves for credit losses and an allowance for doubtful accounts in amounts that we believe should be sufficient to provide adequate protection against potential write-downs in our portfolio, these amounts could prove to be insufficient.
Certain of Our Properties, Primarily our RV Resorts, are Subject to Seasonality and Cyclicality.
Some of our RV Resorts are used primarily by vacationers and campers. These Properties experience seasonal demand, which generally increases in the spring and summer months and decreases in the fall and winter months. As such, results for a certain quarter may not be indicative of the results of future quarters. In addition, as our RV Resorts are primarily used by campers and vacationers, economic cyclicality resulting in a downturn that affects discretionary spending and disposable income for leisure-time activities, as well as unfavorable weather conditions during the spring and summer months, could adversely affect our cash flows.
Competition for Acquisitions May Result in Increased Prices for Properties and Associated Costs and Increased Costs of Financing.
We expect that other real estate investors with significant capital will compete with us for attractive investment opportunities. These competitors may include other publicly traded REITs, private REITs, individuals, corporations, and other types of real estate investors. Such competition increases prices for Properties and can also result in increased fixed costs, such as real estate taxes. To the extent we are unable to effectively compete or acquire properties at a lower purchase price, our business may be adversely affected. Further, we expect to acquire Properties with cash from sources including but not limited to secured or unsecured financings, proceeds from offerings of equity or debt, offerings of OP Units, undistributed funds from operations and sales of investments. We may not be in a position or have the opportunity in the future to make suitable Property acquisitions on favorable terms. Increased competition can cause difficulties obtaining new financing or securing favorable financing terms.
New Acquisitions May Fail to Perform as Expected and the Intended Benefits of Our Acquisitions May Not Be Realized, Which Could Have a Negative Impact on Our Operations and the Market Price of Our Common Stock.
We intend to continue to acquire Properties. However, newly acquired Properties may fail to perform as expected and could pose risks for our ongoing operations including the following
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integration may prove costly or time-consuming and may divert senior management's attention from the management of daily operations;
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difficulties or inability to access capital or increases in financing costs;
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we may incur costs and expenses associated with any undisclosed or potential liabilities;
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development and expansion projects may include long planning and involve complex and costly activities;
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unforeseen difficulties may arise in integrating an acquisition into our portfolio;
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we may acquire properties in new markets where we face risks associated with lack of market knowledge such as: understanding of the local economy, the local governmental and/or local permit procedures.
As a result of the foregoing, we may underestimate the costs necessary to bring an acquired Property up to standards established for our intended market position. As such, we cannot assure you that any acquisitions that we make will be accretive to us in the near term or at all. Furthermore, if we fail to realize the intended benefits of an acquisition, the market price of our common stock could decline to the extent that the market price reflects those benefits.



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Because Real Estate Investments Are Illiquid, We May Not be Able to Sell Properties When Appropriate.
Real estate investments generally cannot be sold quickly. We may not be able to vary our portfolio promptly in response to economic or other conditions, forcing us to accept lower than market value. This inability to respond promptly to changes in the performance of our investments could adversely affect our financial condition and ability to service debt and make distributions to our stockholders.
Our Inability to Sell or Rent Manufactured Homes Could Adversely Affect Our Cash Flows.
Selling and renting homes is a primary part of our business. Our ability to sell or rent manufactured homes could be adversely affected by any of the following factors:
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downturns in economic conditions disrupting the single family housing market;
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local conditions, such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented properties;
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the ability of customers to obtain affordable financing; and
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demographics, such as the retirement of the "baby boomers", and their demand for access to our lifestyle-oriented Properties.
Our Investments in Joint Ventures Could be Adversely Affected by Our Lack of Sole Decision-Making Authority Regarding Major Decisions, Our Reliance on Our Joint Venture Partners' Financial Condition, Any Disputes that may Arise Between Us and Our Joint Venture Partners and Our Exposure to Potential Losses from the Actions of Our Joint Venture Partners.
We have joint ventures with other investors. We currently and may continue in the future to acquire properties or make investments in joint ventures with other persons or entities when we believe circumstances warrant the use of such structures. Joint venture investments involve risks not present with respect to our wholly owned properties, including the following:
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our joint venture partners might experience financial distress, become bankrupt or fail to fund their share of required capital contributions, which may delay construction or development of a property or increase our financial commitment to the joint venture;
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our joint venture partners may have business interests or goals with respect to a property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property; and
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we may be unable to take actions that are opposed by our joint venture partners under arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture, such as the sale or financing of the property or the making of additional capital contributions for the benefit of the venture.
At times we have entered into agreements providing for joint and several liability with our partners. Frequently, we and our partners may each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners' interest, at a time when we otherwise would not have initiated such a transaction. Any of these risks could materially and adversely affect our ability to generate and recognize attractive returns on our joint venture investments, which could have a material adverse effect on our results of operations, financial condition and distributions to our stockholders.
Risks Relating to Governmental Regulation and Potential Litigation
Risks of Governmental Action and of Litigation.
We own Properties in certain areas of the country where the rental rates in our Properties have not increased as fast as the real estate values either because of locally imposed rent control or long term leases. In such areas, certain local government entities have at times investigated the possibility of seeking to take our Properties by eminent domain at values below the value of the underlying land. While no such eminent domain proceeding has been commenced, and we would exercise all of our rights in connection with any such proceeding, successful condemnation proceedings by municipalities could adversely affect our financial condition. Moreover, certain of our Properties located in California are subject to rent control ordinances, some of which not only severely restrict ongoing rent increases but also prohibit us from increasing rents upon turnover. Such regulations allow customers to sell their homes for a premium representing the value of the future rent discounts resulting from rent-controlled rents.
Tenant groups have filed lawsuits against us seeking to limit rent increases and/or seeking large damage awards for our alleged failure to properly maintain certain Properties or other tenant related matters, such as the case currently pending in the California Court of Appeal, Sixth Appellate District, Case No. H041913, involving our California Hawaiian manufactured home property. (See Note 18 to the Consolidated Financial Statements for additional detail regarding our current litigation matters).

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Laws and Regulations Relating to Campground Membership Sales and Properties Could Adversely Affect the Value of Certain Properties and Our Cash Flow.
Many of the states in which we do business have laws regulating right-to-use or campground membership sales. These laws generally require comprehensive disclosure to prospective purchasers, and usually give purchasers the right to rescind their purchase between three to five days after the date of sale. Some states have laws requiring us to register with a state agency and obtain a permit to market. We are subject to changes, from time to time, in the application or interpretation of such laws that can affect our business or the rights of our members.
In some states, including California, Oregon and Washington, laws place limitations on the ability of the owner of a campground property to close the property unless the customers at the property receive access to a comparable property. The impact of the rights of customers under these laws is uncertain and could adversely affect the availability or timing of sale opportunities or our ability to realize recoveries from Property sales.
The government authorities regulating our activities have broad discretionary power to enforce and interpret the statutes and regulations that they administer, including the power to enjoin or suspend sales activities, require or restrict construction of additional facilities and revoke licenses and permits relating to business activities. We monitor our sales and marketing programs and debt collection activities to control practices that might violate consumer protection laws and regulations or give rise to consumer complaints.
Certain consumer rights and defenses that vary from jurisdiction to jurisdiction may affect our portfolio of contracts receivable. Examples of such laws include state and federal consumer credit and truth-in-lending laws requiring the disclosure of finance charges, and usury and retail installment sales laws regulating permissible finance charges.
In certain states, as a result of government regulations and provisions in certain of the right-to-use or campground membership agreements, we are prohibited from selling more than ten memberships per site. At the present time, these restrictions do not preclude us from selling memberships in any state. However, these restrictions may limit our ability to utilize Properties for public usage and/or our ability to convert Sites to more profitable or predictable uses, such as annual rentals.
Environmental Risks
Changes in Oil and Gasoline Prices May Have an Adverse Impact on Our Properties and the RV Industry.
In the event the cost to power recreational vehicles increases, customers may reduce the amount of time spent traveling in their RVs. This may negatively impact revenues at our Properties that target these customers.
We have Properties located in geographic areas that are dependent on the energy industry for jobs. In the event the local economies in these areas are negatively impacted by declining oil prices, we may experience reduced property occupancy or be unable to increase rental rates at such Properties.
Environmental and Utility-Related Problems are Possible and Can be Costly.
Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real property to investigate and clean up hazardous or toxic substances or petroleum product releases at such property. The owner or operator may have to pay a governmental entity or third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. Such laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.
Environmental laws also govern the presence, maintenance and removal of asbestos. Such laws require that owners or operators of property containing asbestos properly manage and maintain the asbestos, that they notify and train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement, if asbestos would be 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.


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We Have a Significant Concentration of Properties in Florida and California, and Natural Disasters or Other Catastrophic Events in These or Other States Could Adversely Affect the Value of Our Properties and Our Cash Flow.
As of December 31, 2015, we owned or had an ownership interest in 387 Properties located in 32 states and British Columbia, including 122 Properties located in Florida and 49 Properties located in California. The occurrence of a natural disaster or other catastrophic event in any of these areas may cause a sudden decrease in the value of our Properties. While we have obtained insurance policies providing certain coverage against damage from fire, flood, property damage, earthquake, soil erosion, wind storm and business interruption, these insurance policies contain coverage limits, limits on covered property and various deductible amounts that we must pay before insurance proceeds are available. Such insurance may therefore be insufficient to restore our economic position with respect to damage or destruction to our Properties caused by such occurrences. Moreover, each of these coverages must be renewed every year and there is the possibility that all or some of the coverages may not be available at a reasonable cost. In addition, in the event of such a natural disaster or other catastrophic event, the process of obtaining reimbursement for covered losses, including the lag between expenditures we incurred and reimbursements received from the insurance providers, could adversely affect our economic performance.
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.
Risks Relating to Debt and the Financial Markets
Debt Payments Could Adversely Affect Our Financial Condition.
Our business is subject to risks normally associated with debt financing. The total principal amount of our outstanding indebtedness was approximately $2.1 billion as of December 31, 2015, of which approximately $138.2 million, or 6.4%, matures in 2016 and 2017. Our substantial indebtedness and the cash flow associated with serving our indebtedness could have important consequences, including the risks that:
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our cash flow could be insufficient to pay distributions at expected levels and meet required payments of principal and interest;
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we might be required to use a substantial portion of our cash flow from operations to pay our indebtedness, thereby reducing the availability of our cash flow to fund the implementation of our business strategy, acquisitions, capital expenditures and other general corporate purposes;
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our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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we may not be able to refinance existing indebtedness (which requires substantial principal payments at maturity) and, if we can, the terms of such refinancing might not be as favorable as the terms of existing indebtedness;
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if principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flow will not be sufficient in all years to repay all maturing debt; and
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if prevailing interest rates or other factors at the time of refinancing (such as the possible reluctance of lenders to make commercial real estate loans) result in higher interest rates, increased interest expense would adversely affect net income, cash flow and our ability to service debt and make distributions to stockholders; and
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to the extent that any Property is cross-collateralized with any other Properties, any default under the mortgage note relating to one Property will result in a default under the financing arrangements relating to other Properties that also provide security for that mortgage note or are cross-collateralized with such mortgage note.
Ability To Obtain Mortgage Financing Or To Refinance Maturing Mortgages May Adversely Affect Our Financial Condition.
Lenders' demands on borrowers as to the quality of the collateral and related cash flows may make it challenging to secure financing on attractive terms or at all. If terms are no longer attractive or if financing proceeds are no longer available for any reason, these factors may adversely affect cash flow and our ability to service debt and make distributions to stockholders.

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Financial Covenants Could Adversely Affect Our Financial Condition.
If a Property is mortgaged to secure payment of indebtedness, and we are unable to meet mortgage payments, the mortgagee could foreclose on the Property, resulting in loss of income and asset value. The mortgages on our Properties contain customary negative covenants, which among other things limit our ability, without the prior consent of the lender, to further mortgage the Property and to discontinue insurance coverage. In addition, our unsecured credit facilities contain certain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt-to-assets ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt. Foreclosure on mortgaged Properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations.
Our Degree of Leverage Could Limit Our Ability to Obtain Additional Financing.
Our debt-to-market-capitalization ratio (total debt as a percentage of total debt plus the market value of the outstanding common stock and OP Units held by parties other than us) was approximately 26% as of December 31, 2015. The degree of leverage could have important consequences to stockholders, including an adverse effect on our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general corporate purposes, and makes us more vulnerable to a downturn in business or the economy generally.
We May Be Able To Incur Substantially More Debt, Which Would Increase The Risks Associated With Our Substantial Leverage.
Despite our current indebtedness levels, we may still be able to incur substantially more debt in the future. If new debt is added to our current debt levels, an even greater portion of our cash flow will be needed to satisfy our debt service obligations. As a result, the related risks that we now face could intensify and increase the risk of a default on our indebtedness.
Risks Related to Our Company Ownership
Provisions of Our Charter and Bylaws Could Inhibit Changes of Control.
Certain provisions of our charter and bylaws may delay or prevent a change of control or other transactions that could provide our stockholders with a premium over the then-prevailing market price of their common stock or Series C Preferred Stock or which might otherwise be in the best interest of our stockholders. These include the Ownership Limit described below. Also, any future series of preferred stock may have certain voting provisions that could delay or prevent a change of control or other transaction that might involve a premium price or otherwise be beneficial to our stockholders.
Maryland Law Imposes Certain Limitations on Changes of Control.
Certain provisions of Maryland law prohibit "business combinations" (including certain issuances of equity securities) with any person who beneficially owns 10% or more of the voting power of our outstanding common stock, or with an affiliate of ours, who, at any time within the two-year period prior to the date in question, was the owner of 10% or more of the voting power of our outstanding voting stock (an "Interested Stockholder"), or with an affiliate of an Interested Stockholder. These prohibitions last for five years after the most recent date on which the Interested Stockholder became an Interested Stockholder. After the five-year period, a business combination with an Interested Stockholder must be approved by two super-majority stockholder votes unless, among other conditions, our common stockholders receive a minimum price for their shares and the consideration is received in cash or in the same form as previously paid by the Interested Stockholder for shares of our common stock. The Board of Directors has exempted from these provisions under the Maryland law any business combination with Samuel Zell, who is our Chairman of the Board, certain holders of OP Units who received them at the time of our initial public offering, and our officers who acquired common stock at the time we were formed and each and every affiliate of theirs.
Conflicts of Interest Could Influence Our Decisions.
Certain stockholders could exercise influence in a manner inconsistent with stockholders' best interests. As of December 31, 2015, Mr. Samuel Zell and certain affiliated holders beneficially owned approximately 9.0% of our outstanding common stock (in each case including common stock issuable upon the exercise of stock options and the exchange of OP Units). Mr. Zell is the chairman of our Board of Directors. Accordingly, Mr. Zell has significant influence on our management and operation. Such influence could be exercised in a manner that is inconsistent with the interests of other stockholders.
In addition, 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 owning manufactured home communities and involving other forms of housing, including multifamily housing. Mr. Zell and his affiliates may acquire interests in other companies. Mr. Zell may not be able to control whether any such company competes with us. Consequently, Mr. Zell's

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continued involvement in other investment activities could result in competition to us as well as management decisions that might not reflect the interests of our stockholders.
Risks Relating to Our Common and Preferred Stock
We Depend on Our Subsidiares' Dividends and Distributions.
Substantially all of our assets are owned indirectly by the Operating Partnership. As a result, we have no source of cash flow other than distributions from our Operating Partnership. For us to pay dividends to holders of our common stock and preferred stock, the Operating Partnership must first distribute cash to us. Before it can distribute the cash, our Operating Partnership must first satisfy its obligations to its creditors.
Market Interest Rates May Have an Effect on the Value of Our Common Stock.
One of the factors that investors consider important in deciding whether to buy or sell shares of a REIT is the distribution rates with respect to such shares (as a percentage of the price of such shares) relative to market interest rates. If market interest rates go up, prospective purchasers of REIT shares may expect a higher distribution rate. Higher interest rates would not, however, result in more of our funds to distribute and, in fact, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our publicly traded securities to go down.
Any Weaknesses Identified in Our Internal Control Over Financial Reporting Could Have an Adverse Effect on Our Stock Price.
Section 404 of the Sarbanes-Oxley Act 2002 requires us to evaluate and report on our internal control over financial reporting. If we identify one or more material weaknesses in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports. which in turn could have an adverse effect on our stock price.
Our Depositary Shares, Which Represent Our 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, Have Not Been Rated and are Subordinated to Our Debt.
We have not obtained and do not intend to obtain a rating for our depositary shares (the "Depositary Shares") which represent our 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock (the "Series C Preferred Stock"). No assurance can be given, however, that one or more rating agencies might not independently determine to issue such a rating or that such a rating, if issued, would not adversely affect the market price of the Depositary Shares. In addition, the Depositary Shares are subordinate to all of our existing and future debt. As described above, our existing debt may restrict, and our future debt may include restrictions on, our ability to pay distributions to preferred stockholders or to make an optional redemption payment to preferred stockholders. The issuance of additional shares of preferred stock on parity with or senior to our Series C Preferred Stock represented by the Depositary Shares would dilute the interests of the holders of our Depositary Shares, and any issuance of preferred stock senior to our Series C Preferred Stock (and, therefore, the Depositary Shares) or of additional indebtedness could affect our ability to pay distributions on, redeem or pay the liquidation preference on our Depositary Shares. Other than the conversion rights afforded to holders of our preferred shares that may occur in connection with a change of control triggering event, none of the provisions relating to our preferred shares contain any provision affording the holders of our preferred shares protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all 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.
Risks Relating to REITs and Income Taxes
We are Dependent on External Sources of Capital.
To qualify as a REIT, we must distribute to our stockholders each year at least 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gain). In addition, we intend to distribute all or substantially all of our net income so that we will generally not be subject to U.S. federal income tax on our earnings. Because of these distribution requirements, it is not likely that we will be able to fund all future capital needs, including acquisitions, from income from operations. We therefore will have to rely on third-party sources of debt and equity capital financing, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including conditions in the capital markets generally and the market's perception of our growth potential and our current and potential future earnings. It may be difficult for us to meet one or more of the requirements for qualification as a REIT, including but not limited to our distribution requirement. Moreover, additional equity offerings may result in substantial dilution of stockholders' interests, and additional debt financing may substantially increase our leverage.


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We Have a Stock Ownership Limit for REIT Tax Purposes.
To remain qualified as a REIT for U.S. federal income tax purposes, not more than 50% in value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the federal income tax laws applicable to REITs) at any time during the last half of any taxable year. To facilitate maintenance of our REIT qualification, our charter, subject to certain exceptions, prohibits Beneficial Ownership (as defined in our charter) by any single stockholder of more than 5% (in value or number of shares, whichever is more restrictive) of our outstanding capital stock. We refer to this as the "Ownership Limit." Within certain limits, our charter permits the Board of Directors to increase the Ownership Limit with respect to any class or series of stock. The Board of Directors, upon receipt of a ruling from the IRS, opinion of counsel, or other evidence satisfactory to the Board of Directors and upon 15 days prior written notice of a proposed transfer which, if consummated, would result in the transferee owning shares in excess of the Ownership Limit, and upon such other conditions as the Board of Directors may direct, may exempt a stockholder from the Ownership Limit. Absent any such exemption, capital stock acquired or held in violation of the Ownership Limit will be transferred by operation of law to us as trustee for the benefit of the person to whom such capital stock is ultimately transferred, and the stockholder's rights to distributions and to vote would terminate. Such stockholder would be entitled to receive, from the proceeds of any subsequent sale of the capital stock we transferred as trustee, the lesser of (i) the price paid for the capital stock or, if the owner did not pay for the capital stock (for example, in the case of a gift, devise or other such transaction), the market price of the capital stock on the date of the event causing the capital stock to be transferred to us as trustee or (ii) the amount realized from such sale. A transfer of capital stock may be void if it causes a person to violate the Ownership Limit. The Ownership Limit could delay or prevent a change in control of us and, therefore, could adversely affect our stockholders' ability to realize a premium over the then-prevailing market price for their common stock or adversely affect the best interest of our stockholders.
Our Qualification as a REIT is Dependent on Compliance with U.S. Federal Income Tax Requirements.
We believe we have been organized and operated in a manner so as to qualify for taxation as a REIT, and we intend to continue to operate so as to qualify as a REIT for U.S. federal income tax purposes. Our current and continuing qualification as a REIT depends on our ability to meet the various requirements imposed by the Code, which relate to organizational structure, distribution levels, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If we qualify for taxation as a REIT, we are generally not subject to U.S. federal income tax on our taxable income that is distributed to our stockholders. However, qualification as a REIT for U.S. federal income tax purposes is governed by highly technical and complex provisions of the Code for which there are only limited judicial or administrative interpretations. In connection with certain transactions, we have received, and relied upon, advice of counsel as to the impact of such transactions on our qualification as a REIT. Our qualification as a REIT requires analysis of various facts and circumstances that may not be entirely within our control, and we cannot provide any assurance that the Internal Revenue Service (the "IRS") will agree with our analysis or the analysis of our tax counsel. In particular, the proper U.S. federal income tax treatment of right-to-use membership contracts and rental income from certain short-term stays at RV communities is uncertain and there is no assurance that the IRS will agree with our treatment of such contracts or rental income. If the IRS were to disagree with our analysis or our tax counsel's analysis of various facts and circumstances, our ability to qualify as a REIT could be adversely affected.
In addition, legislation, new regulations, administrative interpretations or court decisions might significantly change the tax laws with respect to the requirements for qualification as a REIT or the U.S. federal income tax consequences of qualification as a REIT. For example, the Protecting Americans from Tax Hikes Act (PATH Act) was enacted in December 2015, and included numerous law changes applicable to REITs  The provisions have various effective dates beginning as early as 2016. Investors are urged to consult their tax advisors with respect to these changes and the potential impact on their investment in our stock.
If, with respect to any taxable year, we failed to maintain our qualification as a REIT (and if specified relief provisions under the Code were not applicable to such disqualification), we would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. If we lost our REIT status, we could not deduct distributions to stockholders in computing our net taxable income at regular corporate rates and we would be subject to U.S. federal income tax (including any applicable alternative minimum tax) on our net taxable incomes. If we had to pay U.S. federal income tax, the amount of money available to distribute to stockholders and pay indebtedness would be reduced for the year or years involved, and we would no longer be required to distribute money to stockholders. Although we currently intend to operate in a manner designed to allow us to qualify as a REIT, future economic, market, legal, tax or other considerations may cause us to revoke the REIT election.
Furthermore, we own a direct interest in certain subsidiary REITs which elected to be taxed as REITs under Sections 856 through 860 of the Code. Provided that each subsidiary REIT qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests, and any dividend income or gains derived by us from such subsidiary REIT will generally be treated as income that qualifies for purposes of the REIT gross income tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. If such subsidiary REIT were to fail to qualify as a REIT, and certain relief provisions did not apply, it would be treated as a regular taxable corporation and its

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income would be subject to U.S. federal income tax. In addition, a failure of the subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT.
We May Pay Some Taxes, Reducing Cash Available for Stockholders.
Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to some U.S. federal, foreign, state and local taxes on our income and property. Since January 1, 2001, certain of our corporate subsidiaries have elected to be treated as "taxable REIT subsidiaries" for U.S. federal income tax purposes, and are taxable as regular corporations and subject to certain limitations on intercompany transactions. If tax authorities determine that amounts paid by our taxable REIT subsidiaries to us are greater than what would be paid under similar arrangements among unrelated parties, we could be subject to a 100% penalty tax on the excess payments, and ongoing intercompany arrangements could have to change, resulting in higher ongoing tax payments. To the extent we are required to pay U.S. federal, foreign, state or local taxes or U.S. federal penalty taxes due to existing laws or changes to them, we will have less cash available for distribution to our stockholders.
Other Risk Factors Affecting Our Business
Some Potential Losses Are Not Covered by Insurance.
We carry comprehensive insurance coverage for losses resulting from property damage and environmental liability and business interruption claims on all of our Properties. In addition we carry liability coverage for other activities not specifically related to property operations. These coverages include, but are not limited to, Directors & Officers liability, Employer Practices liability, Fiduciary liability and Cyber liability. We believe that the policy specifications and coverage limits of these policies should be adequate and appropriate. There are, however, certain types of losses, such as punitive damages, lease and other contract claims that generally are not insured. Should an uninsured loss or a loss in excess of coverage limits occur, we could lose all or a portion of the capital we have invested in a Property or the anticipated future revenue from a Property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the Property.
Our current property and casualty insurance policies, which we plan to renew, expire on April 1, 2016. We have a $100 million loss limit with respect to our all-risk property insurance program including named windstorms, which include, for example, hurricanes. This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25 million aggregate loss limit for an earthquake in California. Policy deductibles primarily range from a $125,000 minimum to 5% per unit of insurance for most catastrophic events. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
American 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 in compliance in all material respects 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.
Fluctuations in the exchange rate of the U.S. dollar to Other Currencies, Primarily the Canadian dollar, May Impact Our Business.
Many of our southern and northern Properties earn significant revenues from Canadian customers who visit during the winter season. In the event the value of Canadian currency decreases relative to the U.S. dollar, we may see a decline in revenue from these customers.
We Face Risks Relating to Cybersecurity Incidents that Could Cause Loss of Confidential Information and Other Business Disruptions.
We rely extensively on internally and externally hosted computer systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity incidents. These could include attempts to gain unauthorized access to our data and computer systems or steal confidential information, including credit card information from our customers, breaches due to employee error, malfeasance or other disruptions.  Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats. While we continue to improve our cybersecurity and take measures to protect our business, there is no guarantee such efforts will be successful in preventing a cyber incident and that our financial results will not be negatively impacted by such an incident. A cybersecurity incident could compromise the confidential information of our employees, customers and vendors to the

15


extent such information exists on our systems or on the systems of third party providers. Such an incident could result in potential liability, damage our reputation and disrupt and affect our business operations and result in lawsuits against us.
Regulation of Chattel Financing May Affect Our Ability to Sell homes.
Since 2010, the regulatory environment has made it difficult for purchasers of manufactured homes and RVs to obtain financing. Legislation enacted in 2010 known as the SAFE Act (Safe Mortgage Licensing Act) requires community owners interested in providing financing for customer purchases of manufactured homes to register as a mortgage loan originator in states where they engage in such financing.  In addition, the Dodd-Frank Act has amended the Truth in Lending Act and other consumer protection laws by adding requirements for residential mortgage loans, including limitations on mortgage origination activities, restrictions on high-cost mortgages and new standards for appraisals.  The law also requires lenders to make a reasonable investigation into a borrower's ability to repay a loan.  These requirements make it more difficult for homeowners to obtain affordable financing, and especially for moderate income people to obtain smaller loans to purchase manufactured housing or RVs.
Interpretation of and Changes to Accounting Policies and Standards Could Adversely Affect Our Reported Financial Results.
Our accounting policies and methods are fundamental to the manner in which we record and report our financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure that they comply with generally accepted accounting principles and reflect management's judgment as to the most appropriate manner in which to record and report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in reporting materially different amounts than would have been reported under a different alternative.
Additionally, the bodies that set accounting standards for public companies, including the Financial Accounting Standards Board ("FASB"), the SEC and others, periodically change or revise existing interpretations of the accounting and reporting standards that govern the way that we report our financial condition, results of operations, and cash flows. These changes can be difficult to predict and can materially impact our reported financial results. In some cases, we could be required to apply a new or revised accounting standard, or a revised interpretation of an accounting standard, retroactively, which could have a negative impact on reported results or result in the restatement of our financial statements for prior periods.
In May 2014, the FASB issued Accounting Standard Update no. 2014-09, "Revenue from Contracts with Customers," which will replace most existing revenue recognition guidance in U.S. GAAP. (See Note 2 to the Consolidated Financial Statements for additional detail regarding this recently issued guidance).
Finally, in 2008, we began entering right-to-use contracts. Customers who enter upgraded right-to-use contracts are generally required to make an upfront nonrefundable payment to us. We incur significant selling and marketing expenses to originate the right-to-use contract upgrades, and the majority of expenses must be expensed in the period incurred, while the related revenues and commissions are generally deferred and recognized over the expected life of the contract, which is estimated based upon historical attrition rates. The deferral period used for right-to-use contract is currently estimated to be 31 years. As a result, we may incur a loss from entering right-to-use contract upgrades, build up a substantial deferred revenue liability balance, and recognize substantial non-cash revenue in the years subsequent to originally entering the contract upgrades. The deferral period is reviewed periodically and beginning in 2016, will be changed to 40 years. This accounting may make it difficult for investors to interpret the financial results from the entry of right-to-use contract upgrades. At the time we began entering right-to-use contracts and after corresponding with the Office of the Chief Accountant at the SEC, we adopted a revenue recognition policy for the right-to-use contracts in accordance with the Codification Topic "Revenue Recognition" ("FASB ASC 605").
Item 1B. Unresolved Staff Comments
None.

16


Item 2. Properties
General
Our Properties provide attractive amenities and common facilities that create a comfortable and attractive home for our customers, with most offering a clubhouse, a swimming pool, laundry facilities, cable television and internet service. Many also offer additional amenities such as sauna/whirlpool spas, golf courses, tennis, pickleball courts, shuffleboard and basketball courts, exercise rooms and various social activities. Since most of our customers generally own their home and live in our communities for a long time, it is their responsibility to maintain their homes and the surrounding area. It is our role to ensure that customers comply with our Property policies and to provide maintenance of the common areas, facilities and amenities. We hold periodic meetings with our Property management personnel for training and implementation of our strategies. The Properties historically have had, and we believe they will continue to have, low turnover and high occupancy rates.
Property Portfolio
As of December 31, 2015, we owned or had an ownership interest in a portfolio of 387 Properties located throughout the United States and British Columbia containing 143,938 residential Sites. A total of 127 of the Properties are encumbered by debt as of December 31, 2015 (see Note 8 to the Consolidated Financial Statements for a description of this debt). The distribution of our Properties throughout the United States reflects our belief that geographic diversification helps to insulate the portfolio from regional economic influences. We intend to target new acquisitions in or near markets where our Properties are located and will also consider acquisitions of properties outside such markets.
Our two largest Properties as determined by property operating revenues are Colony Cove, located in Ellenton, Florida, and Viewpoint Resort, located in Mesa, Arizona. Each accounted for approximately 2.0% of our total property operating revenues, including deferrals, for the year ended December 31, 2015.
The following table sets forth certain information relating to the Properties we owned as of December 31, 2015, categorized according to major markets and excluding Properties owned through joint ventures. The total number of annual Sites presented for the RV communities represents Sites occupied by annual customers and are presented as 100% occupied. The annual rent for each year presented is the annualized December monthly Site rent per occupant.  Subtotals by markets and grand totals for all markets are presented on a weighted average basis.

Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
East Coast:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cheron Village
 
Davie
 
FL
 
MH
 
30
 

 
202
 
202
 
100.0
%
 
$
7,858

 
Carriage Cove
 
Daytona Beach
 
FL
 
MH
 
59
 

 
418
 
418
 
90.2
%
 
$
6,540

 
Coquina Crossing
 
Elkton
 
FL
 
MH
 
316
 
26
 
597
 
597
 
90.5
%
 
$
7,386

 
Bulow Plantation
 
Flagler Beach
 
FL
 
MH
 
323
 
181
 
276
 
276
 
98.6
%
 
$
6,952

 
Bulow RV
 
Flagler Beach
 
FL
 
RV
 
(f)
 

 
352
 
81
 
100.0
%
 
$
6,038

 
Carefree Cove
 
Ft. Lauderdale
 
FL
 
MH
 
20
 

 
164
 
164
 
93.9
%
 
$
7,631

 
Park City West
 
Ft. Lauderdale
 
FL
 
MH
 
60
 

 
363
 
363
 
98.9
%
 
$
7,550

 
Sunshine Holiday MH
 
Ft. Lauderdale
 
FL
 
MH
 
32
 

 
245
 
245
 
98.8
%
 
$
7,806

 
Sunshine Holiday RV
 
Ft. Lauderdale
 
FL
 
RV
 
(f)
 

 
130
 
39
 
100.0
%
 
$
7,806

 
Lake Worth Village
 
Lake Worth
 
FL
 
MH
 
117
 

 
823
 
823
 
81.9
%
 
$
6,319

 
Maralago Cay
 
Lantana
 
FL
 
MH
 
102
 
5
 
603
 
603
 
99.2
%
 
$
8,567

 

17



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
Coral Cay
 
Margate
 
FL
 
MH
 
121
 

 
818
 
818
 
98.7
%
 
$
7,497

 
Lakewood Village
 
Melbourne
 
FL
 
MH
 
68
 

 
349
 
349
 
87.4
%
 
$
5,470

 
Miami Everglades (a)
 
Miami
 
FL
 
RV
 
34
 

 
303
 
72
 
100.0
%
 
6,976

 
Holiday Village
 
Ormond Beach
 
FL
 
MH
 
43
 

 
301
 
301
 
87.7
%
 
$
5,359

 
Sunshine Holiday
 
Ormond Beach
 
FL
 
RV
 
69
 

 
349
 
242
 
100.0
%
 
$
7,806

 
The Meadows, FL
 
Palm Beach Gardens
 
FL
 
MH
 
55
 

 
378
 
378
 
91.8
%
 
$
8,125

 
Breezy Hill RV
 
Pompano Beach
 
FL
 
RV
 
52
 

 
762
 
397
 
100.0
%
 
$
7,170

 
Highland Wood RV
 
Pompano Beach
 
FL
 
RV
 
15
 

 
148
 
16
 
100.0
%
 
$
6,647

 
Lighthouse Pointe
 
Port Orange
 
FL
 
MH
 
64
 

 
433
 
433
 
84.3
%
 
$
5,618

 
Pickwick
 
Port Orange
 
FL
 
MH
 
84
 
4
 
432
 
432
 
99.8
%
 
$
6,451

 
Space Coast
 
Rockledge
 
FL
 
RV
 
24
 

 
270
 
156
 
100.0
%
 
$
4,102

 
Indian Oaks
 
Rockledge
 
FL
 
MH
 
38
 

 
208
 
208
 
100.0
%
 
$
5,260

 
Countryside at Vero Beach
 
Vero Beach
 
FL
 
MH
 
125
 

 
644
 
644
 
90.4
%
 
$
6,760

 
Heritage Plantation
 
Vero Beach
 
FL
 
MH
 
64
 

 
437
 
437
 
83.3
%
 
$
6,125

 
Holiday Village, FL
 
Vero Beach
 
FL
 
MH
 
20
 

 
128
 
128
 
—
%
 
$
—

 
Sunshine Travel
 
Vero Beach
 
FL
 
RV
 
30
 
6
 
300
 
125
 
100.0
%
 
$
5,725

 
Heron Cay
 
Vero Beach
 
FL
 
MH
 
130
 

 
589
 
589
 
86.2
%
 
$
6,567

 
Vero Palm
 
Vero Beach
 
FL
 
MH
 
64
 

 
285
 
285
 
80.0
%
 
$
6,216

 
Village Green
 
Vero Beach
 
FL
 
MH
 
174
 

 
782
 
782
 
86.6
%
 
$
7,386

 
Palm Beach Colony
 
West Palm Beach
 
FL
 
MH
 
48
 

 
284
 
284
 
93.0
%
 
$
5,747

 
Central:
 

 

 

 

 

 

 

 


 

 
Clover Leaf Farms
 
Brooksville
 
FL
 
MH
 
227
 
18
 
779
 
779
 
96.7
%
 
$
5,216

 
Clover Leaf Forest
 
Brooksville
 
FL
 
RV
 
30
 

 
277
 
135
 
100.0
%
 
$
3,403

 
Clerbrook
 
Clermont
 
FL
 
RV
 
288
 

 
1,255
 
413
 
100.0
%
 
$
4,995

 
Lake Magic
 
Clermont
 
FL
 
RV
 
69
 

 
471
 
148
 
100.0
%
 
$
5,358

 
Orange Lake
 
Clermont
 
FL
 
MH
 
38
 

 
242
 
242
 
96.3
%
 
$
4,495

 
Orlando
 
Clermont
 
FL
 
RV
 
270
 
30
 
850
 
203
 
100.0
%
 
$
3,796

 
Haselton Village
 
Eustis
 
FL
 
MH
 
52
 

 
291
 
291
 
97.6
%
 
$
3,958

 
Southern Palms
 
Eustis
 
FL
 
RV
 
120
 

 
950
 
337
 
100.0
%
 
$
4,747

 
Lakeside Terrace
 
Fruitland Park
 
FL
 
MH
 
39
 

 
241
 
241
 
98.8
%
 
$
4,103

 
Grand Island
 
Grand Island
 
FL
 
MH
 
35
 

 
362
 
362
 
66.3
%
 
$
5,173

 
Sherwood Forest
 
Kissimmee
 
FL
 
MH
 
124
 

 
769
 
769
 
95.3
%
 
$
6,258

 
Sherwood Forest RV
 
Kissimmee
 
FL
 
RV
 
107
 
43
 
513
 
128
 
100.0
%
 
$
6,486

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

 
541
 
—
 
—
%
 
$
—

 
Beacon Hill Colony
 
Lakeland
 
FL
 
MH
 
31
 

 
201
 
201
 
98.0
%
 
$
4,699

 
Beacon Terrace
 
Lakeland
 
FL
 
MH
 
55
 

 
297
 
297
 
99.3
%
 
$
4,665

 
Kings & Queens
 
Lakeland
 
FL
 
MH
 
18
 

 
107
 
107
 
90.7
%
 
$
4,529

 
Lakeland Harbor
 
Lakeland
 
FL
 
MH
 
65
 

 
504
 
504
 
99.2
%
 
$
4,811

 

18



Properties
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
Lakeland Junction
 
Lakeland
 
FL
 
MH
 
23
 

 
193
 
193
 
98.5
%
 
$
4,208

 
Coachwood Colony
 
Leesburg
 
FL
 
MH
 
29
 

 
201
 
201
 
91.0
%
 
$
4,432

 
Mid-Florida Lakes
 
Leesburg
 
FL
 
MH
 
290
 

 
1,225
 
1,225
 
84.9
%
 
$
5,714

 
Southernaire
 
Mt. Dora
 
FL
 
MH
 
14
 

 
114
 
114
 
86.0
%
 
$
4,297

 
Foxwood
 
Ocala
 
FL
 
MH
 
56
 

 
365
 
365
 
84.4
%
 
$
5,102

 
Oak Bend
 
Ocala
 
FL
 
MH
 
62
 
3
 
262
 
262
 
87.8
%
 
$
4,861

 
Villas at Spanish Oaks
Ocala
 
FL
 
MH
 
69
 

 
455
 
455
 
87.9
%
 
$
5,370

 
Audubon
 
Orlando
 
FL
 
MH
 
40
 

 
280
 
280
 
95.7
%
 
$
6,038

 
Hidden Valley
 
Orlando
 
FL
 
MH
 
50
 

 
303
 
303
 
99.3
%
 
$
6,572

 
Starlight Ranch
 
Orlando
 
FL
 
MH
 
130
 

 
783
 
783
 
86.9
%
 
$
6,150

 
Covington Estates
 
Saint Cloud
 
FL
 
MH
 
59
 

 
241
 
241
 
96.7
%
 
$
4,563

 
Parkwood Communities
 
Wildwood
 
FL
 
MH
 
121
 

 
694
 
694
 
97.4
%
 
$
3,467

 
Three Flags RV Resort
Wildwood
 
FL
 
RV
 
23
 

 
221
 
31
 
100.0
%
 
$
2,660

 
Winter Garden
 
Winter Garden
 
FL
 
RV
 
27
 

 
350
 
123
 
100.0
%
 
$
4,902

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

 
379
 
272
 
100.0
%
 
$
3,076

 
Sunshine Key
 
Big Pine Key
 
FL
 
RV
 
54
 

 
409
 
89
 
100.0
%
 
$
12,237

 
Winter Quarters Manatee
 
Bradenton
 
FL
 
RV
 
42
 

 
415
 
243
 
100.0
%
 
$
5,620

 
Windmill Manor
 
Bradenton
 
FL
 
MH
 
49
 

 
292
 
292
 
95.9
%
 
$
7,077

 
Glen Ellen
 
Clearwater
 
FL
 
MH
 
12
 

 
106
 
106
 
90.6
%
 
$
3,987

 
Hillcrest
 
Clearwater
 
FL
 
MH
 
25
 

 
278
 
278
 
95.3
%
 
$
5,701

 
Holiday Ranch
 
Clearwater
 
FL
 
MH
 
12
 

 
150
 
150
 
95.3
%
 
$
5,400

 
Silk Oak
 
Clearwater
 
FL
 
MH
 
19
 

 
181
 
181
 
94.5
%
 
$
5,586

 
Shady Oaks
 
Clearwater
 
FL
 
MH
 
31
 

 
249
 
249
 
95.2
%
 
$
5,278

 
Shady Village
 
Clearwater
 
FL
 
MH
 
19
 

 
156
 
156
 
94.9
%
 
$
5,243

 
Crystal Isles
 
Crystal River
 
FL
 
RV
 
38
 

 
260
 
55
 
100.0
%
 
$
5,781

 
Lake Haven
 
Dunedin
 
FL
 
MH
 
48
 

 
379
 
379
 
94.7
%
 
$
6,432

 
Colony Cove
 
Ellenton
 
FL
 
MH
 
538
 
36
 
2,207
 
2,207
 
93.8
%
 
$
7,061

 
Ridgewood Estates
 
Ellenton
 
FL
 
MH
 
77
 

 
380
 
380
 
99.0
%
 
$
5,233

 
Fiesta Key
 
Long Key
 
FL
 
RV
 
28
 

 
324
 
12
 
100.0
%
 
$
18,119

 
Fort Myers Beach Resort
 
Fort Myers
 
FL
 
RV
 
31
 

 
306
 
106
 
100.0
%
 
$
6,952

 
Gulf Air Resort
 
Fort Myers Beach
 
FL
 
RV
 
25
 

 
246
 
152
 
100.0
%
 
$
6,023

 
Barrington Hills
 
Hudson
 
FL
 
RV
 
28
 

 
392
 
240
 
100.0
%
 
$
3,509

 
Down Yonder
 
Largo
 
FL
 
MH
 
50
 

 
361
 
361
 
99.5
%
 
$
6,798

 
East Bay Oaks
 
Largo
 
FL
 
MH
 
40
 

 
328
 
328
 
99.4
%
 
$
5,666

 
Eldorado Village
 
Largo
 
FL
 
MH
 
25
 

 
227
 
227
 
99.6
%
 
$
5,659

 
Shangri La
 
Largo
 
FL
 
MH
 
14
 

 
160
 
160
 
94.4
%
 
$
5,464

 
Vacation Village
 
Largo
 
FL
 
RV
 
29
 

 
293
 
187
 
100.0
%
 
$
4,953

 

19



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
Whispering Pines - Largo
 
Largo
 
FL
 
MH
 
55
 

 
393
 
393
 
89.6
%
 
$
5,935

 
Winter Quarters Pasco
 
Lutz
 
FL
 
RV
 
27
 

 
255
 
204
 
100.0
%
 
$
4,216

 
Buccaneer
 
N. Ft. Myers
 
FL
 
MH
 
223
 
39
 
971
 
971
 
98.7
%
 
$
7,100

 
Island Vista MHC
 
N. Ft. Myers
 
FL
 
MH
 
121
 

 
616
 
616
 
73.7
%
 
$
5,056

 
Lake Fairways
 
N. Ft. Myers
 
FL
 
MH
 
259
 

 
896
 
896
 
100.0
%
 
$
6,783

 
Pine Lakes
 
N. Ft. Myers
 
FL
 
MH
 
314
 

 
584
 
584
 
100.0
%
 
$
8,522

 
Pioneer Village
 
N. Ft. Myers
 
FL
 
RV
 
90
 

 
733
 
376
 
100.0
%
 
$
5,330

 
The Heritage
 
N. Ft. Myers
 
FL
 
MH
 
214
 
22
 
453
 
453
 
98.7
%
 
$
6,516

 
Windmill Village
 
N. Ft. Myers
 
FL
 
MH
 
69
 

 
491
 
491
 
92.5
%
 
$
5,552

 
Country Place
 
New Port Richey
 
FL
 
MH
 
82
 

 
515
 
515
 
99.8
%
 
$
6,297

 
Hacienda Village
 
New Port Richey
FL
 
MH
 
66
 

 
505
 
505
 
98.0
%
 
$
5,566

 
Harbor View
 
New Port Richey
FL
 
MH
 
69
 

 
471
 
471
 
97.5
%
 
$
4,977

 
Bay Lake Estates
 
Nokomis
 
FL
 
MH
 
34
 

 
228
 
228
 
94.7
%
 
$
7,413

 
Lake Village
 
Nokomis
 
FL
 
MH
 
65
 

 
391
 
391
 
99.7
%
 
$
6,772

 
Royal Coachman
 
Nokomis
 
FL
 
RV
 
111
 

 
546
 
449
 
100.0
%
 
$
7,446

 
Silver Dollar
 
Odessa
 
FL
 
RV
 
412
 

 
459
 
384
 
100.0
%
 
$
7,369

 
Terra Ceia
 
Palmetto
 
FL
 
RV
 
18
 

 
203
 
155
 
100.0
%
 
$
4,421

 
Lakes at Countrywood
 
Plant City
 
FL
 
MH
 
122
 

 
424
 
424
 
92.5
%
 
$
5,196

 
Meadows at Countrywood
 
Plant City
 
FL
 
MH
 
140
 
13
 
799
 
799
 
96.3
%
 
$
6,072

 
Oaks at Countrywood
 
Plant City
 
FL
 
MH
 
44
 

 
168
 
168
 
77.4
%
 
$
5,112

 
Harbor Lakes
 
Port Charlotte
 
FL
 
RV
 
80
 

 
528
 
316
 
100.0
%
 
$
5,603

 
Emerald Lake
 
Punta Gorda
 
FL
 
MH
 
28
 

 
201
 
201
 
100.0
%
 
$
4,940

 
Gulf View
 
Punta Gorda
 
FL
 
RV
 
78
 

 
206
 
62
 
100.0
%
 
$
5,104

 
Tropical Palms
 
Punta Gorda
 
FL
 
MH
 
50
 

 
294
 
294
 
89.5
%
 
$
4,370

 
Winds of St. Armands No.
 
Sarasota
 
FL
 
MH
 
74
 

 
471
 
471
 
100.0
%
 
$
7,504

 
Winds of St. Armands So.
 
Sarasota
 
FL
 
MH
 
61
 

 
306
 
306
 
99.7
%
 
$
7,665

 
Peace River
 
Wauchula
 
FL
 
RV
 
72
 
38
 
454
 
57
 
100.0
%
 
$
2,593

 
Topics
 
Spring Hill
 
FL
 
RV
 
35
 

 
230
 
165
 
100.0
%
 
$
3,661

 
Pine Island
 
St. James City
 
FL
 
RV
 
31
 

 
363
 
114
 
100.0
%
 
$
6,067

 
Carefree Village
 
Tampa
 
FL
 
MH
 
58
 

 
401
 
401
 
96.8
%
 
$
5,222

 
Tarpon Glen
 
Tarpon Springs
 
FL
 
MH
 
24
 

 
169
 
169
 
89.4
%
 
$
5,385

 
Featherock
 
Valrico
 
FL
 
MH
 
84
 

 
521
 
521
 
98.5
%
 
$
5,565

 
Bay Indies
 
Venice
 
FL
 
MH
 
210
 

 
1,309
 
1,309
 
98.9
%
 
$
8,791

 
Ramblers Rest
 
Venice
 
FL
 
RV
 
117
 

 
647
 
402
 
100.0
%
 
$
6,531

 
Crystal Lakes-Zephyrhills
 
Zephyrhills
 
FL
 
MH
 
146
 
52
 
321
 
321
 
95.0
%
 
$
3,911

 
Sixth Avenue
 
Zephyrhills
 
FL
 
MH
 
14
 

 
140
 
140
 
78.6
%
 
$
2,819

 
Total Florida Market:

 

 

 
9,976
 
516
 
51,850
 
42,846
 
94.6
%
 
$
6,091

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

20



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Northern California:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monte del Lago
 
Castroville
 
CA
 
MH
 
54
 

 
310
 
310
 
100.0
%
 
$
13,674

 
Colony Park
 
Ceres
 
CA
 
MH
 
20
 

 
186
 
186
 
94.1
%
 
$
6,597

 
Russian River
 
Cloverdale
 
CA
 
RV
 
41
 

 
135
 
2
 
100.0
%
 
$
3,036

 
Snowflower (h)
 
Emigrant Gap
 
CA
 
RV
 
612
 
200
 
268
 
—
 
—
%
 
$
—

 
Four Seasons
 
Fresno
 
CA
 
MH
 
40
 

 
242
 
242
 
90.9
%
 
$
4,750

 
Yosemite Lakes
 
Groveland
 
CA
 
RV
 
403
 
30
 
299
 
3
 
100.0
%
 
$
3,175

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

 
Sea Oaks
 
Los Osos
 
CA
 
MH
 
18
 

 
125
 
125
 
100.0
%
 
$
6,419

 
Ponderosa (b)
 
Lotus
 
CA
 
RV
 
22
 

 
170
 
20
 
100.0
%
 
$
4,092

 
Turtle Beach
 
Manteca
 
CA
 
RV
 
39
 

 
79
 
25
 
100.0
%
 
$
4,184

 
Coralwood (b)
 
Modesto
 
CA
 
MH
 
22
 

 
194
 
194
 
77.3
%
 
$
8,062

 
Lake Minden
 
Nicolaus
 
CA
 
RV
 
165
 
82
 
323
 
11
 
100.0
%
 
$
3,422

 
Lake of the Springs
 
Oregon House
 
CA
 
RV
 
954
 
507
 
541
 
57
 
100.0
%
 
$
3,045

 
Concord Cascade
 
Pacheco
 
CA
 
MH
 
31
 

 
283
 
283
 
100.0
%
 
$
8,769

 
San Francisco RV (h)
Pacifica
 
CA
 
RV
 
12
 

 
131
 
—
 
—
%
 
$
—

 
Quail Meadows
 
Riverbank
 
CA
 
MH
 
20
 

 
146
 
146
 
91.1
%
 
$
8,390

 
California Hawaiian
 
San Jose
 
CA
 
MH
 
50
 

 
418
 
418
 
100.0
%
 
$
11,951

 
Sunshadow (b)
 
San Jose
 
CA
 
MH
 
30
 

 
121
 
121
 
100.0
%
 
$
11,847

 
Village of the Four Seasons
 
San Jose
 
CA
 
MH
 
30
 

 
271
 
271
 
100.0
%
 
$
11,018

 
Westwinds (4 Properties) (b)
 
San Jose
 
CA
 
MH
 
88
 

 
723
 
723
 
100.0
%
 
$
12,870

 
Laguna Lake
 
San Luis Obispo
 
CA
 
MH
 
100
 

 
300
 
300
 
100.0
%
 
$
6,626

 
Contempo Marin
 
San Rafael
 
CA
 
MH
 
63
 

 
396
 
396
 
99.7
%
 
$
11,797

 
DeAnza Santa Cruz
 
Santa Cruz
 
CA
 
MH
 
30
 

 
198
 
198
 
97.5
%
 
$
17,777

 
Santa Cruz Ranch RV Resort (h)
 
Scotts Valley
 
CA
 
RV
 
7
 

 
106
 
—
 
—
%
 
$
—

 
Royal Oaks
 
Visalia
 
CA
 
MH
 
20
 

 
149
 
149
 
80.5
%
 
$
6,945

 
Southern California:

 

 

 

 

 

 

 


 


 
Soledad Canyon
 
Acton
 
CA
 
RV
 
273
 

 
1,251
 
45
 
100.0
%
 
$
3,088

 
Los Ranchos
 
Apple Valley
 
CA
 
MH
 
30
 

 
389
 
389
 
96.9
%
 
$
6,910

 
Date Palm Country Club (b)
 
Cathedral City
 
CA
 
MH
 
232
 
3
 
538
 
538
 
98.1
%
 
$
12,195

 
Date Palm RV
 
Cathedral City
 
CA
 
RV
 
(f)
 

 
140
 
15
 
100.0
%
 
$
3,618

 
Oakzanita
 
Descanso
 
CA
 
RV
 
145
 
5
 
146
 
22
 
100.0
%
 
$
3,286

 
Rancho Mesa
 
El Cajon
 
CA
 
MH
 
20
 

 
158
 
158
 
98.7
%
 
$
12,174

 
Rancho Valley
 
El Cajon
 
CA
 
MH
 
19
 

 
140
 
140
 
97.1
%
 
$
13,061

 
Royal Holiday
 
Hemet
 
CA
 
MH
 
22
 

 
198
 
198
 
61.6
%
 
$
5,807

 
Idyllwild
 
Idyllwild
 
CA
 
RV
 
191
 

 
287
 
50
 
100.0
%
 
$
2,533

 
Pio Pico
 
Jamul
 
CA
 
RV
 
176
 
10
 
512
 
116
 
100.0
%
 
$
4,015

 

21



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
Wilderness Lakes
 
Menifee
 
CA
 
RV
 
73
 

 
529
 
50
 
100.0
%
 
$
3,855

 
Morgan Hill
 
Morgan Hill
 
CA
 
RV
 
62
 

 
339
 
35
 
100.0
%
 
$
4,840

 
Pacific Dunes Ranch (h)
Oceana
 
CA
 
RV
 
48
 

 
215
 
—
 
—
%
 
$
—

 
San Benito
 
Paicines
 
CA
 
RV
 
199
 
23
 
523
 
49
 
100.0
%
 
$
2,944

 
Palm Springs
 
Palm Desert
 
CA
 
RV
 
35
 

 
401
 
22
 
100.0
%
 
$
1,886

 
Las Palmas
 
Rialto
 
CA
 
MH
 
18
 

 
136
 
136
 
100.0
%
 
$
7,349

 
Parque La Quinta
 
Rialto
 
CA
 
MH
 
19
 

 
166
 
166
 
99.4
%
 
$
6,977

 
Rancho Oso
 
Santa Barbara
 
CA
 
RV
 
310
 
40
 
187
 
25
 
100.0
%
 
$
3,426

 
Meadowbrook
 
Santee
 
CA
 
MH
 
43
 

 
338
 
338
 
100.0
%
 
$
9,608

 
Lamplighter
 
Spring Valley
 
CA
 
MH
 
32
 

 
270
 
270
 
97.8
%
 
$
13,148

 
Santiago Estates
 
Sylmar
 
CA
 
MH
 
113
 
9
 
300
 
300
 
100.0
%
 
$
13,946

 
Total California Market

 

 

 
5,017
 
929
 
13,690
 
7,242
 
86.5
%
 
$
8,721

 
Arizona
 

 

 

 

 

 

 

 


 


 
Countryside RV
 
Apache Junction
AZ
 
RV
 
53
 

 
560
 
275
 
100.0
%
 
$
3,582

 
Golden Sun RV
 
Apache Junction
AZ
 
RV
 
33
 

 
329
 
199
 
100.0
%
 
$
3,700

 
Apache East
 
Apache Junction
AZ
 
MH
 
17
 

 
123
 
123
 
97.6
%
 
$
5,428

 
Denali Park
 
Apache Junction
AZ
 
MH
 
33
 

 
163
 
163
 
100.0
%
 
$
4,474

 
Valley Vista
 
Benson
 
AZ
 
RV
 
6
 

 
145
 
4
 
100.0
%
 
$
3,049

 
Casita Verde RV
 
Casa Grande
 
AZ
 
RV
 
14
 

 
192
 
91
 
100.0
%
 
$
—

 
Fiesta Grande RV
 
Casa Grande
 
AZ
 
RV
 
77
 

 
767
 
530
 
100.0
%
 
$
3,210

 
Foothills West RV
 
Casa Grande
 
AZ
 
RV
 
16
 

 
188
 
116
 
100.0
%
 
$
2,668

 
Sunshine Valley
 
Chandler
 
AZ
 
MH
 
55
 

 
381
 
381
 
94.5
%
 
$
6,027

 
Verde Valley
 
Cottonwood
 
AZ
 
RV
 
273
 
129
 
352
 
73
 
100.0
%
 
$
3,447

 
Casa del Sol East II
 
Glendale
 
AZ
 
MH
 
29
 

 
239
 
239
 
96.7
%
 
$
6,480

 
Casa del Sol East III
 
Glendale
 
AZ
 
MH
 
28
 

 
236
 
236
 
97.0
%
 
$
6,204

 
Palm Shadows
 
Glendale
 
AZ
 
MH
 
33
 

 
293
 
293
 
94.2
%
 
$
5,715

 
Mesa Spirit
 
Mesa
 
AZ
 
RV
 
90
 

 
1,600
 
665
 
100.0
%
 
$
4,528

 
Monte Vista
 
Mesa
 
AZ
 
RV
 
142
 
56
 
832
 
745
 
100.0
%
 
$
6,480

 
Viewpoint
 
Mesa
 
AZ
 
RV
 
332
 
55
 
2,049
 
1,642
 
100.0
%
 
$
6,163

 
Hacienda de Valencia
 
Mesa
 
AZ
 
MH
 
51
 

 
364
 
364
 
99.5
%
 
$
6,774

 
The Highlands at Brentwood
 
Mesa
 
AZ
 
MH
 
45
 

 
268
 
268
 
98.5
%
 
$
7,558

 
Seyenna Vistas (The Mark)
 
Mesa
 
AZ
 
MH
 
60
 
4
 
407
 
407
 
99.8
%
 
$
4,454

 
Apollo Village
 
Peoria
 
AZ
 
MH
 
29
 
3
 
238
 
238
 
95.4
%
 
$
6,068

 
Casa del Sol West I
 
Peoria
 
AZ
 
MH
 
31
 

 
245
 
245
 
99.6
%
 
$
6,672

 
Carefree Manor
 
Phoenix
 
AZ
 
MH
 
16
 

 
130
 
130
 
100.0
%
 
$
5,614

 
Central Park
 
Phoenix
 
AZ
 
MH
 
37
 

 
293
 
293
 
99.3
%
 
$
7,009

 
Desert Skies
 
Phoenix
 
AZ
 
MH
 
24
 

 
166
 
166
 
99.4
%
 
$
6,349

 
Sunrise Heights
 
Phoenix
 
AZ
 
MH
 
28
 

 
199
 
199
 
98.5
%
 
$
6,749

 

22



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
Whispering Palms
 
Phoenix
 
AZ
 
MH
 
15
 

 
116
 
116
 
100.0
%
 
$
5,441

 
Desert Vista
 
Salome
 
AZ
 
RV
 
10
 

 
125
 
5
 
100.0
%
 
$
—

 
Sedona Shadows
 
Sedona
 
AZ
 
MH
 
48
 
6
 
198
 
198
 
99.0
%
 
$
9,349

 
Venture In
 
Show Low
 
AZ
 
RV
 
26
 

 
389
 
277
 
100.0
%
 
$
3,346

 
Paradise
 
Sun City
 
AZ
 
RV
 
80
 

 
950
 
765
 
100.0
%
 
$
—

 
The Meadows
 
Tempe
 
AZ
 
MH
 
60
 

 
390
 
390
 
98.5
%
 
$
7,286

 
Fairview Manor
 
Tucson
 
AZ
 
MH
 
28
 

 
237
 
237
 
98.3
%
 
$
4,652

 
Westpark
 
Wickenburg
 
AZ
 
MH
 
48
 
7
 
231
 
231
 
100.0
%
 
$
6,638

 
Araby
 
Yuma
 
AZ
 
RV
 
25
 

 
337
 
305
 
100.0
%
 
$
3,715

 
Cactus Gardens
 
Yuma
 
AZ
 
RV
 
43
 

 
430
 
271
 
100.0
%
 
$
2,523

 
Capri RV
 
Yuma
 
AZ
 
RV
 
20
 

 
303
 
246
 
100.0
%
 
$
3,333

 
Desert Paradise
 
Yuma
 
AZ
 
RV
 
26
 

 
260
 
127
 
100.0
%
 
$
2,622

 
Foothill
 
Yuma
 
AZ
 
RV
 
18
 

 
180
 
76
 
100.0
%
 
$
2,568

 
Mesa Verde
 
Yuma
 
AZ
 
RV
 
28
 

 
345
 
300
 
100.0
%
 
$
3,271

 
Suni Sands
 
Yuma
 
AZ
 
RV
 
34
 

 
336
 
208
 
100.0
%
 
$
3,118

 
Total Arizona Market

 

 

 
2,061
 
260
 
15,586
 
11,837
 
98.1
%
 
$
5,319

 
Colorado
 

 

 

 

 

 

 

 


 


 
Hillcrest Village
 
Aurora
 
CO
 
MH
 
72
 

 
601
 
601
 
97.5
%
 
$
7,590

 
Cimarron
 
Broomfield
 
CO
 
MH
 
50
 

 
327
 
327
 
96.9
%
 
$
7,339

 
Holiday Village,
 
Co. Springs
 
CO
 
MH
 
38
 

 
240
 
240
 
88.3
%
 
$
7,058

 
Bear Creek
 
Sheridan
 
CO
 
MH
 
12
 

 
124
 
124
 
91.1
%
 
$
7,347

 
Holiday Hills
 
Denver
 
CO
 
MH
 
99
 

 
736
 
736
 
84.0
%
 
$
7,568

 
Golden Terrace
 
Golden
 
CO
 
MH
 
32
 

 
264
 
264
 
97.7
%
 
$
7,729

 
Golden Terrace South
 
Golden
 
CO
 
MH
 
15
 

 
80
 
80
 
78.8
%
 
$
5,767

 
Golden Terrace South RV (h)
 
Golden
 
CO
 
RV
 
(f)
 

 
80
 
—
 
—
%
 
$
—

 
Golden Terrace West
 
Golden
 
CO
 
MH
 
39
 
7
 
311
 
311
 
87.1
%
 
$
6,618

 
Pueblo Grande
 
Pueblo
 
CO
 
MH
 
33
 

 
251
 
251
 
62.5
%
 
$
4,496

 
Woodland Hills
 
Thornton
 
CO
 
MH
 
55
 

 
434
 
434
 
79.5
%
 
$
7,213

 
Total Colorado Market

 

 

 
445
 
7
 
3,448
 
3,368
 
78.5
%
 
$
7,113

 
Northeast
 

 

 

 

 

 

 

 


 


 
Stonegate Manor
 
North Windham
 
CT
 
MH
 
114
 

 
372
 
372
 
96.0
%
 
$
5,677

 
Waterford
 
Bear
 
DE
 
MH
 
159
 

 
731
 
731
 
95.1
%
 
$
7,468

 
Whispering Pines
 
Lewes
 
DE
 
MH
 
67
 
2
 
393
 
393
 
88.8
%
 
$
5,820

 
Mariners Cove
 
Millsboro
 
DE
 
MH
 
101
 

 
375
 
375
 
93.3
%
 
$
8,231

 
Aspen Meadows
 
Rehoboth Beach
 
DE
 
MH
 
46
 

 
200
 
200
 
100.0
%
 
$
6,670

 
Camelot Meadows
 
Rehoboth Beach
 
DE
 
MH
 
61
 

 
301
 
301
 
100.0
%
 
$
6,214

 
McNicol
 
Lewes
 
DE
 
MH
 
25
 

 
93
 
93
 
97.8
%
 
$
5,888

 
Sweetbriar
 
Millsboro
 
DE
 
MH
 
38
 

 
146
 
146
 
91.8
%
 
$
5,783

 

23



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
The Glen
 
Rockland
 
MA
 
MH
 
24
 

 
36
 
36
 
100.0
%
 
$
7,696

 
Gateway to Cape Cod
 
Rochester
 
MA
 
RV
 
80
 

 
194
 
63
 
100.0
%
 
$
2,549

 
Hillcrest - MA
 
Rockland
 
MA
 
MH
 
19
 

 
80
 
80
 
93.8
%
 
$
7,152

 
Old Chatham RV
 
South Dennis
 
MA
 
RV
 
47
 
11
 
312
 
263
 
100.0
%
 
$
4,439

 
Sturbridge
 
Sturbridge
 
MA
 
RV
 
223
 

 
155
 
83
 
100.0
%
 
$
2,008

 
Fernwood
 
Capitol Heights
 
MD
 
MH
 
40
 

 
329
 
329
 
95.4
%
 
$
6,433

 
Williams Estates and Peppermint Woods
 
Middle River
 
MD
 
MH
 
121
 

 
803
 
803
 
100.0
%
 
$
7,256

 
Mount Desert Narrows
 
Bar Harbor
 
ME
 
RV
 
90
 
12
 
206
 
5
 
100.0
%
 
$
2,356

 
Patten Pond
 
Ellsworth
 
ME
 
RV
 
43
 
60
 
137
 
19
 
100.0
%
 
$
2,222

 
Moody Beach
 
Wells
 
ME
 
RV
 
48
 
16
 
203
 
93
 
100.0
%
 
$
3,105

 
Pinehurst RV Park
 
Old Orchard Beach
 
ME
 
RV
 
58
 

 
550
 
496
 
100.0
%
 
$
3,707

 
Narrows Too
 
Trenton
 
ME
 
RV
 
42
 

 
207
 
5
 
100.0
%
 
$
3,043

 
Sandy Beach RV
 
Contoocook
 
NH
 
RV
 
40
 

 
190
 
116
 
100.0
%
 
$
3,294

 
Pine Acres
 
Raymond
 
NH
 
RV
 
100
 

 
421
 
275
 
100.0
%
 
$
3,495

 
Tuxbury Resort
 
South Hampton
 
NH
 
RV
 
193
 
100
 
305
 
163
 
100.0
%
 
$
3,722

 
Mays Landing
 
Mays Landing
 
NJ
 
RV
 
18
 

 
168
 
50
 
100.0
%
 
$
2,490

 
Echo Farms
 
Ocean View
 
NJ
 
RV
 
31
 

 
237
 
210
 
100.0
%
 
$
3,928

 
Lake & Shore
 
Ocean View
 
NJ
 
RV
 
162
 

 
401
 
274
 
100.0
%
 
$
5,044

 
Chestnut Lake
 
Port Republic
 
NJ
 
RV
 
32
 

 
185
 
29
 
100.0
%
 
$
2,356

 
Sea Pines
 
Swainton
 
NJ
 
RV
 
75
 

 
549
 
280
 
100.0
%
 
$
3,817

 
Pine Ridge at Crestwood
 
Whiting
 
NJ
 
MH
 
188
 

 
1,035
 
1,035
 
86.2
%
 
$
5,903

 
Rondout Valley Resort
 
Accord
 
NY
 
RV
 
184
 
94
 
398
 
106
 
100.0
%
 
$
3,231

 
Alpine Lake
 
Corinth
 
NY
 
RV
 
200
 
54
 
500
 
334
 
100.0
%
 
$
3,217

 
Lake George Escape
 
Lake George
 
NY
 
RV
 
178
 
30
 
576
 
51
 
100.0
%
 
$
3,732

 
The Woodlands
 
Lockport
 
NY
 
MH
 
225
 

 
1,182
 
1,182
 
88.7
%
 
$
5,459

 
Greenwood Village
 
Manorville
 
NY
 
MH
 
79
 
14
 
512
 
512
 
96.3
%
 
$
9,653

 
Brennan Beach
 
Pulaski
 
NY
 
RV
 
201
 

 
1,377
 
1,207
 
100.0
%
 
$
2,536

 
Lake George Schroon Valley
 
Warrensburg
 
NY
 
RV
 
151
 

 
151
 
94
 
100.0
%
 
$
2,713

 
Greenbriar Village
 
Bath
 
PA
 
MH
 
63
 

 
319
 
319
 
98.7
%
 
$
7,161

 
Sun Valley
 
Bowmansville
 
PA
 
RV
 
86
 
3
 
265
 
201
 
100.0
%
 
$
3,045

 
Green Acres
 
Breinigsville
 
PA
 
MH
 
149
 

 
595
 
595
 
95.5
%
 
$
8,070

 
Gettysburg Farm
 
Dover
 
PA
 
RV
 
124
 

 
265
 
77
 
100.0
%
 
$
2,231

 
Timothy Lake South
 
East Stroudsburg
 
PA
 
RV
 
65
 

 
327
 
93
 
100.0
%
 
$
2,474

 
Timothy Lake North
 
East Stroudsburg
 
PA
 
RV
 
93
 

 
323
 
137
 
100.0
%
 
$
2,399

 
Circle M
 
Lancaster
 
PA
 
RV
 
103
 

 
380
 
88
 
100.0
%
 
$
2,229

 
Hershey Preserve
 
Lebanon
 
PA
 
RV
 
196
 
20
 
297
 
50
 
100.0
%
 
$
3,094

 
Robin Hill
 
Lenhartsville
 
PA
 
RV
 
44
 

 
270
 
155
 
100.0
%
 
$
2,701

 

24



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
PA Dutch County
 
Manheim
 
PA
 
RV
 
102
 

 
269
 
95
 
100.0
%
 
$
2,147

 
Spring Gulch
 
New Holland
 
PA
 
RV
 
114
 

 
420
 
134
 
100.0
%
 
$
4,193

 
Lil Wolf
 
Orefield
 
PA
 
MH
 
56
 

 
271
 
271
 
95.2
%
 
$
7,304

 
Scotrun
 
Scotrun
 
PA
 
RV
 
63
 

 
178
 
137
 
100.0
%
 
$
2,094

 
Appalachian
 
Shartlesville
 
PA
 
RV
 
86
 
30
 
358
 
205
 
100.0
%
 
$
2,826

 
Mountain View - PA
 
Walnutport
 
PA
 
MH
 
45
 

 
189
 
189
 
91.5
%
 
$
5,413

 
Total Northeast Market

 

 

 
4,892
 
446
 
18,736
 
13,550
 
95.0
%
 
$
5,297

 
Southeast
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hidden Cove
 
Arley
 
AL
 
RV
 
99
 
60
 
79
 
51
 
100.0
%
 
$
2,519

 
Diamond Caverns Resort
 
Park City
 
KY
 
RV
 
714
 
350
 
220
 
11
 
100.0
%
 
$
12,237

 
Forest Lake
 
Advance
 
NC
 
RV
 
306
 
81
 
305
 
148
 
100.0
%
 
$
2,488

 
Scenic
 
Asheville
 
NC
 
MH
 
28
 

 
203
 
203
 
89.7
%
 
$
4,423

 
Waterway RV
 
Cedar Point
 
NC
 
RV
 
27
 

 
336
 
313
 
100.0
%
 
$
4,048

 
Twin Lakes
 
Chocowinity
 
NC
 
RV
 
132
 

 
419
 
344
 
100.0
%
 
$
3,285

 
Green Mountain Park
 
Lenoir
 
NC
 
RV
 
1,077
 
400
 
447
 
184
 
100.0
%
 
$
1,702

 
Lake Gaston
 
Littleton
 
NC
 
RV
 
69
 
2
 
235
 
177
 
100.0
%
 
$
2,588

 
Lake Myers RV
 
Mocksville
 
NC
 
RV
 
74
 

 
425
 
315
 
100.0
%
 
$
2,331

 
Bogue Pines (a)
 
Newport
 
NC
 
MH
 
50
 

 
150
 
150
 
85.3
%
 
$
3,456

 
Whispering Pines (a)
 
Newport
 
NC
 
RV
 
34
 

 
278
 
—
 
100.0
%
 
$
3,545

 
Goose Creek
 
Newport
 
NC
 
RV
 
92
 
6
 
735
 
599
 
100.0
%
 
$
4,244

 
Carolina Landing
 
Fair Play
 
SC
 
RV
 
73
 

 
192
 
62
 
100.0
%
 
$
2,713

 
Inlet Oaks
 
Murrells Inlet
 
SC
 
MH
 
35
 

 
172
 
172
 
100.0
%
 
$
4,542

 
The Oaks at Point South (h)
 
Yemassee
 
SC
 
RV
 
10
 

 
93
 
—
 
—
%
 
$
—

 
Natchez Trace
 
Hohenwald
 
TN
 
RV
 
672
 
140
 
531
 
149
 
100.0
%
 
$
1,294

 
Cherokee Landing
 
Saulsbury
 
TN
 
RV
 
254
 
124
 
339
 
2
 
100.0
%
 
$
3,271

 
Meadows of Chantilly
 
Chantilly
 
VA
 
MH
 
82
 

 
499
 
499
 
100.0
%
 
$
12,206

 
Harbor View
 
Colonial Beach
 
VA
 
RV
 
69
 

 
146
 
38
 
100.0
%
 
$
1,744

 
Lynchburg
 
Gladys
 
VA
 
RV
 
170
 
59
 
222
 
25
 
100.0
%
 
$
1,309

 
Chesapeake Bay
 
Gloucester
 
VA
 
RV
 
282
 
80
 
392
 
144
 
100.0
%
 
$
3,581

 
Virginia Landing
 
Quinby
 
VA
 
RV
 
863
 
178
 
233
 
1
 
100.0
%
 
$
947

 
Regency Lakes
 
Winchester
 
VA
 
MH
 
165
 

 
523
 
523
 
91.4
%
 
$
5,993

 
Williamsburg
 
Williamsburg
 
VA
 
RV
 
65
 

 
211
 
81
 
100.0
%
 
$
2,206

 
Total Southeast Market
 

 

 

 
5,442
 
1,480
 
7,385
 
4,191
 
93.3
%
 
$
4,666

 
Midwest
 
 
 
 
 
 
 

 

 

 

 


 


 
O'Connell's
 

 
IL
 
RV
 
286
 
100
 
668
 
365
 
100.0
%
 
$
3,111

 
Pheasant Lake Estates
 
Beecher
 
IL
 
MH
 
160
 

 
613
 
613
 
97.2
%
 
$
7,090

 
Pine Country
 
Belvidere
 
IL
 
RV
 
131
 

 
126
 
126
 
100.0
%
 
$
1,847

 
Willow Lake Estates
 
Elgin
 
IL
 
MH
 
111
 

 
616
 
616
 
87.7
%
 
$
8,799

 
Golf Vista Estates
 
Monee
 
IL
 
MH
 
144
 
4
 
408
 
408
 
91.4
%
 
$
7,784

 

25



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
Indian Lakes
 
Batesville
 
IN
 
RV
 
545
 
159
 
1,000
 
467
 
100.0
%
 
$
2,164

 
Horseshoe Lakes
 
Clinton
 
IN
 
RV
 
289
 
96
 
123
 
90
 
100.0
%
 
$
1,248

 
Twin Mills RV
 
Howe
 
IN
 
RV
 
137
 
5
 
501
 
234
 
100.0
%
 
$
2,150

 
Hoosier Estates
 
Lebanon
 
IN
 
MH
 
60
 

 
288
 
288
 
91.0
%
 
$
3,705

 
Lakeside
 
New Carlisle
 
IN
 
RV
 
13
 

 
89
 
88
 
100.0
%
 
$
5,504

 
Oak Tree Village
 
Portage
 
IN
 
MH
 
76
 

 
361
 
361
 
67.3
%
 
$
5,536

 
North Glen Village
 
Westfield
 
IN
 
MH
 
88
 

 
282
 
282
 
80.1
%
 
$
4,840

 
Lake in the Hills
 
Auburn Hills
 
MI
 
MH
 
51
 

 
238
 
238
 
91.2
%
 
$
5,830

 
Bear Cave Resort
 
Buchanan
 
MI
 
RV
 
25
 
10
 
136
 
14
 
100.0
%
 
$
2,187

 
Saint Claire
 
Saint Claire
 
MI
 
RV
 
210
 
100
 
229
 
92
 
100.0
%
 
$
1,440

 
Swan Creek
 
Ypsilanti
 
MI
 
MH
 
59
 

 
294
 
294
 
98.6
%
 
$
5,618

 
Cedar Knolls
 
Apple Valley
 
MN
 
MH
 
93
 

 
457
 
457
 
82.5
%
 
$
7,372

 
Cimarron Park
 
Lake Elmo
 
MN
 
MH
 
230
 

 
505
 
505
 
83.0
%
 
$
7,547

 
Rockford Riverview Estates
 
Rockford
 
MN
 
MH
 
88
 

 
428
 
428
 
81.5
%
 
$
4,776

 
Rosemount Woods
 
Rosemount
 
MN
 
MH
 
50
 

 
182
 
182
 
94.0
%
 
$
6,897

 
Buena Vista
 
Fargo
 
ND
 
MH
 
76
 

 
399
 
399
 
87.5
%
 
$
5,099

 
Meadow Park
 
Fargo
 
ND
 
MH
 
17
 

 
116
 
116
 
83.6
%
 
$
3,766

 
Buena Vista
 
Jefferson
 
OH
 
RV
 
143
 
50
 
119
 
72
 
100.0
%
 
$
1,341

 
Wilmington
 
Wilmington
 
OH
 
RV
 
109
 
41
 
169
 
100
 
100.0
%
 
$
1,814

 
Rainbow Lake Manor
 
Bristol
 
WI
 
MH
 
99
 

 
270
 
270
 
95.9
%
 
$
7,153

 
Fremont
 
Fremont
 
WI
 
RV
 
98
 
5
 
325
 
81
 
100.0
%
 
$
6,038

 
Yukon Trails
 
Lyndon Station
 
WI
 
RV
 
150
 
30
 
214
 
132
 
100.0
%
 
$
1,903

 
Blackhawk
 
Milton
 
WI
 
RV
 
214
 

 
490
 
365
 
100.0
%
 
$
3,223

 
Lakeland
 
Milton
 
WI
 
RV
 
107
 

 
682
 
457
 
100.0
%
 
$
3,908

 
Westwood Estates
 
Pleasant Prairie
 
WI
 
MH
 
95
 

 
327
 
327
 
92.7
%
 
$
7,597

 
Plymouth Rock
 
Plymouth
 
WI
 
RV
 
133
 

 
610
 
425
 
100.0
%
 
$
2,390

 
Tranquil Timbers
 
Sturgeon Bay
 
WI
 
RV
 
125
 

 
270
 
196
 
100.0
%
 
$
2,236

 
Neshonoc Lakeside
 
West Salem
 
WI
 
RV
 
48
 

 
284
 
179
 
100.0
%
 
$
3,369

 
Arrowhead
 
Wisconsin Dells
 
WI
 
RV
 
166
 
40
 
377
 
194
 
100.0
%
 
$
1,921

 
Total Midwest Market

 

 

 
4,426
 
640
 
12,196
 
9,461
 
87.8
%
 
$
5,052

 
Nevada, Utah and Idaho

 

 

 

 

 

 

 


 


 
Coach Royale
 
Boise
 
ID
 
MH
 
12
 

 
91
 
91
 
76.9
%
 
$
5,016

 
Maple Grove
 
Boise
 
ID
 
MH
 
38
 

 
271
 
271
 
81.2
%
 
$
5,093

 
Shenandoah Estates
 
Boise
 
ID
 
MH
 
24
 

 
153
 
153
 
96.7
%
 
$
6,038

 
West Meadow Estates
 
Boise
 
ID
 
MH
 
29
 

 
178
 
178
 
99.4
%
 
$
5,881

 
Mountain View - NV
 
Henderson
 
NV
 
MH
 
72
 

 
354
 
354
 
98.9
%
 
$
8,886

 
Las Vegas (h)
 
Las Vegas
 
NV
 
RV
 
11
 

 
217
 
—
 
100.0
%
 
$
—

 
Bonanza
 
 Las Vegas
 
NV
 
MH
 
43
 

 
353
 
353
 
56.9
%
 
$
6,755

 

26



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
Boulder Cascade
 
 Las Vegas
 
NV
 
MH
 
39
 

 
299
 
299
 
75.9
%
 
$
7,053

 
Cabana
 
 Las Vegas
 
NV
 
MH
 
37
 

 
263
 
263
 
96.6
%
 
$
7,298

 
Flamingo West
 
 Las Vegas
 
NV
 
MH
 
37
 

 
258
 
258
 
97.3
%
 
$
8,337

 
Villa Borega
 
 Las Vegas
 
NV
 
MH
 
40
 

 
293
 
293
 
75.4
%
 
$
7,533

 
Westwood Village
 
 Farr West
 
UT
 
MH
 
46
 

 
314
 
314
 
100.0
%
 
$
5,539

 
All Seasons
 
 Salt Lake City
 
UT
 
MH
 
19
 

 
121
 
121
 
98.3
%
 
$
6,396

 
St. George
 
Hurricane
 
UT
 
RV
 
26
 

 
123
 
—
 
100.0
%
 
$
—

 
Nevada, Utah and Idaho
 

 

 

 
473
 
—
 
3,288
 
2,948
 
87.8
%
 
$
6,865

 
Northwest

 

 

 

 

 

 

 


 


 
Cultus Lake (Canada) (b)
 
Lindell Beach
 
BC
 
RV
 
15
 

 
178
 
94
 
100.0
%
 
$
2,713

 
Thousand Trails Bend
 
Bend
 
OR
 
RV
 
289
 
100
 
351
 
56
 
100.0
%
 
$
2,149

 
Pacific City
 
Cloverdale
 
OR
 
RV
 
105
 

 
307
 
41
 
100.0
%
 
$
3,398

 
South Jetty (h)
 
Florence
 
OR
 
RV
 
57
 

 
204
 
—
 
100.0
%
 
$
—

 
Seaside Resort
 
Seaside
 
OR
 
RV
 
80
 

 
251
 
54
 
100.0
%
 
$
3,082

 
Whaler's Rest Resort
 
South Beach
 
OR
 
RV
 
39
 

 
170
 
19
 
100.0
%
 
$
3,237

 
Mt. Hood
 
Welches
 
OR
 
RV
 
115
 
30
 
436
 
71
 
100.0
%
 
$
7,266

 
Shadowbrook
 
 Clackamas
 
OR
 
MH
 
21
 

 
156
 
156
 
98.7
%
 
$
8,430

 
Falcon Wood Village
 
 Eugene
 
OR
 
MH
 
23
 

 
183
 
183
 
99.5
%
 
$
6,946

 
Quail Hollow (b)
 
 Fairview
 
OR
 
MH
 
21
 

 
137
 
137
 
97.1
%
 
$
8,449

 
Birch Bay
 
Blaine
 
WA
 
RV
 
31
 

 
246
 
24
 
100.0
%
 
$
5,781

 
Mt. Vernon
 
Bow
 
WA
 
RV
 
311
 

 
251
 
28
 
100.0
%
 
$
3,025

 
Chehalis
 
Chehalis
 
WA
 
RV
 
309
 
85
 
360
 
22
 
100.0
%
 
$
2,647

 
Grandy Creek
 
Concrete
 
WA
 
RV
 
63
 

 
179
 
3
 
100.0
%
 
$
3,358

 
Tall Chief (h)
 
Fall City
 
WA
 
RV
 
71
 

 
180
 
—
 
100.0
%
 
$
—

 
La Conner (b)
 
La Conner
 
WA
 
RV
 
106
 
5
 
319
 
42
 
100.0
%
 
$
3,702

 
Leavenworth
 
Leavenworth
 
WA
 
RV
 
255
 
50
 
266
 
22
 
100.0
%
 
$
2,159

 
Thunderbird Resort
 
Monroe
 
WA
 
RV
 
45
 
2
 
136
 
28
 
100.0
%
 
$
1,746

 
Little Diamond
 
Newport
 
WA
 
RV
 
360
 
119
 
520
 
3
 
100.0
%
 
$
1,724

 
Oceana Resort
 
Ocean City
 
WA
 
RV
 
16
 

 
84
 
5
 
100.0
%
 
$
1,924

 
Crescent Bar Resort
 
Quincy
 
WA
 
RV
 
14
 

 
115
 
13
 
100.0
%
 
$
2,793

 
Long Beach
 
Seaview
 
WA
 
RV
 
17
 

 
144
 
14
 
100.0
%
 
$
1,295

 
Paradise Resort
 
Silver Creek
 
WA
 
RV
 
60
 

 
214
 
9
 
100.0
%
 
$
5,057

 
Kloshe Illahee
 
 Federal Way
 
WA
 
MH
 
50
 

 
258
 
258
 
100.0
%
 
$
10,212

 
Total Northwest Market
 

 

 

 
2,473
 
391
 
5,645
 
1,282
 
98.8
%
 
$
5,944

 
Texas
 
 
 
 
 
 

 

 

 

 


 


 
Alamo Palms
 
Alamo
 
TX
 
RV
 
58
 

 
643
 
327
 
100.0
%
 
$
3,945

 
Bay Landing
 
Bridgeport
 
TX
 
RV
 
443
 
235
 
293
 
60
 
100.0
%
 
$
2,006

 
Colorado River
 
Columbus
 
TX
 
RV
 
218
 
51
 
132
 
20
 
100.0
%
 
$
3,558

 

27



Property
 
City
 
State
 
MH/RV
 
Acres (c)
 
Developable

Acres (d)
 
Total Number of Sites as of 12/31/15
 
Total Number of Annual Sites as of 12/31/15
 
Annual Site Occupancy as of 12/31/15
 
 Annual Rent as of 12/31/15
 
Victoria Palms
 
Donna
 
TX
 
RV
 
117
 

 
1,122
 
506
 
100.0
%
 
$
5,104

 
Lake Texoma
 
Gordonville
 
TX
 
RV
 
201
 

 
301
 
101
 
100.0
%
 
$
2,479

 
Lakewood
 
Harlingen
 
TX
 
RV
 
30
 

 
301
 
109
 
100.0
%
 
$
2,259

 
Paradise Park RV
 
Harlingen
 
TX
 
RV
 
60
 

 
563
 
296
 
100.0
%
 
$
3,440

 
Sunshine RV
 
Harlingen
 
TX
 
RV
 
84
 

 
1,027
 
395
 
100.0
%
 
$
2,847

 
Tropic Winds
 
Harlingen
 
TX
 
RV
 
112
 
74
 
531
 
130
 
100.0
%
 
$
2,118

 
Medina Lake
 
Lakehills
 
TX
 
RV
 
208
 
50
 
387
 
31
 
100.0
%
 
$
2,439

 
Paradise South
 
Mercedes
 
TX
 
RV
 
49
 

 
493
 
204
 
100.0
%
 
$
2,338

 
Lake Tawakoni
 
Point
 
TX
 
RV
 
324
 
11
 
293
 
85
 
100.0
%
 
$
2,099

 
Fun n Sun RV
 
San Benito
 
TX
 
RV
 
135
 
40
 
1,435
 
623
 
100.0
%
 
$
3,601

 
Southern Comfort
 
Weslaco
 
TX
 
RV
 
40
 

 
403
 
327
 
100.0
%
 
$
3,152

 
Country Sunshine
 
Weslaco
 
TX
 
RV
 
37
 

 
390
 
175
 
100.0
%
 
$
2,725

 
Lake Whitney
 
Whitney
 
TX
 
RV
 
403
 
158
 
261
 
33
 
100.0
%
 
$
2,503

 
Lake Conroe
 
Willis
 
TX
 
RV
 
129
 
30
 
414
 
156
 
100.0%

 
$
3,566

 
Total Texas Market
 

 

 

 
2,648
 
649
 
8,989
 
3,578
 
100.0
%
 
$
3,382

 
Grand Total All Markets
 

 

 

 
37,853
 
5,318
 
140,813
 
101,041
 
92.9
%
 
$
5,832

 
 _____________________
(a)
Property acquired in 2015.
(b)
Land is leased by us under a non-cancelable operating lease. (See Note 12 to the Consolidated Financial Statements).
(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 us during 2015, as the Property is leased to a third party operator.
(h)
Property does not contain annual Sites.


28


Item 3. Legal Proceedings
The legal proceedings disclosure is incorporated herein by reference from Note 18 to the 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.
Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol ELS. On February 19, 2016, the reported closing price per share of ELS common stock on the NYSE was $68.83 and there were approximately 295 holders of record. The high and low sales prices and closing sales prices on the NYSE and distributions for our common stock during 2015 and 2014 are set forth in the table below: 
 
Close
 
High
 
Low
 
Distributions
Declared
2015
 
 
 
 
 
 
 
1st Quarter
$
54.95

 
$
58.11

 
$
51.57

 
$
0.3750

2nd Quarter
$
52.58

 
$
55.74

 
$
51.79

 
$
0.3750

3rd Quarter
$
58.57

 
$
59.59

 
$
52.40

 
$
0.3750

4th Quarter
$
66.67

 
$
66.89

 
$
57.71

 
$
0.3750

 
Close
 
High
 
Low
 
Distributions
Declared
2014
 
 
 
 
 
 
 
1st Quarter
$
40.65

 
$
41.61

 
$
35.75

 
$
0.3250

2nd Quarter
$
44.16

 
$
45.17

 
$
40.14

 
$
0.3250

3rd Quarter
$
42.36

 
$
46.27

 
$
41.44

 
$
0.3250

4th Quarter
$
51.55

 
$
52.62

 
$
42.33

 
$
0.3250

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
10/1/15-10/31/15
—

 
$
—

 
None
 
None
11/1/15-11/30/15
1,060

 
$
59.54

 
None
 
None
12/1/15-12/31/15
46,731

 
$
66.73

 
None
 
None
 ____________________
(a)
Of the common stock repurchased from October 1, 2015 through December 31, 2015, 47,791 shares were repurchased at the open market price and represent common stock surrendered to us to satisfy income tax withholding obligations due as a result of the vesting of Restricted Share Grants. Certain of our executive officers and directors may from time to time adopt non-discretionary, written trading plans that comply with Securities and Exchange Commission Rule 10b5-1, or otherwise monetize their equity-based compensation. The Securities and Exchange 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 our historical financial statements. 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,
 
2015
 
2014
 
2013
 
2012
 
2011
Income Statement Data:
 
 
 
 
 
 
 
 
 
Total Revenues
$
821,654

 
$
776,809

 
$
729,048

 
$
684,298

 
$
577,609

Total Expenses 
(675,231
)
 
(644,376
)
 
(653,840
)
 
(622,450
)
 
(537,600
)
Equity in income from unconsolidated joint ventures
4,089

 
4,578

 
2,039

 
1,899

 
1,948

Gain on sale of property (1)
—

 
1,457

 
—

 
—

 
—

Income from discontinued operations
—

 
—

 
7,133

 
6,116

 
547

Gain on sale of property, net of taxes
—

 
—

 
41,525

 
4,596

 
—

Consolidated net income
$
150,512

 
$
138,468

 
$
125,905

 
$
74,459

 
$
42,504

 
 
 
 
 
 
 
 
 
 
Net income available for Common Stockholders
$
130,145

 
$
118,731

 
$
106,919

 
$
54,779

 
$
22,775

 
 
 
 
 
 
 
 
 
 
Comprehensive income attributable to Common Stockholders
$
129,988

 
$
119,234

 
$
108,443

 
$
54,742

 
$
20,467

 
 
 
 
 
 
 
 
 
 
Earnings per Common Share - Basic:
 
 
 
 
 
 
 
 
 
Net income available for Common Stockholders
$
1.55

 
$
1.42

 
$
1.29

 
$
0.67

 
$
0.32

 
 
 
 
 
 
 
 
 
 
Earnings per Common Share - Fully Diluted:
 
 
 
 
 
 
 
 
 
Net income available for Common Stockholders
$
1.54

 
$
1.41

 
$
1.28

 
$
0.66

 
$
0.32

 
 
 
 
 
 
 
 
 
 
Distributions declared per Common Share outstanding
$
1.50

 
$
1.30

 
$
1.00

 
$
0.88

 
$
0.75

 
 
 
 
 
 
 
 
 
 
Weighted average Common Shares outstanding - basic
84,031

 
83,362

 
83,018

 
82,348

 
71,182

Weighted average Common Shares outstanding - fully diluted
91,907

 
91,511

 
91,196

 
90,862

 
80,660

 
 
 
 
 
 
 
 
 
 
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Real estate, before accumulated depreciation
$
4,477,599

 
$
4,387,913

 
$
4,228,106

 
$
4,044,650

 
$
3,960,692

Total assets
$
3,420,061

 
$
3,446,339

 
$
3,392,309

 
$
3,398,622

 
$
3,496,407

Total mortgage notes and term loan
$
2,145,713

 
$
2,212,246

 
$
2,192,368

 
$
2,261,610

 
$
2,276,250

Series A Preferred Stock (2)
$
—

 
$
—

 
$
—

 
$
—

 
$
200,000

Series C Preferred Stock (2)
$
136,144

 
$
136,144

 
$
136,144

 
$
136,144

 
$
—

Total Common Equity (3)
$
788,924

 
$
775,849

 
$
827,061

 
$
788,158

 
$
799,280

 
 
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
 
Funds from operations (4)
$
261,009

 
$
246,588

 
$
191,049

 
$
209,993

 
$
147,457

Normalized funds from operations (4)
$
279,052

 
$
253,257

 
$
232,298

 
$
209,688

 
$
165,950

Total Properties (at end of period) (5)
387

 
384

 
377

 
383

 
382

Total Sites (at end of period) (5)
143,938

 
143,113

 
139,126

 
142,679

 
141,132

________________________________ 
1.
Effective January 1, 2014, we adopted on a prospective basis the new Accounting Standard Update 2014-08, Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity which changed the definition of discontinued operations. Under the new guidance the gain on sale of property recognized during the year ended December 31, 2014 did not meet the criteria of discontinued operations and accordingly it is presented as part of our continuing operations.
2.
In 2011, we, on behalf of selling stockholders, closed on a public offering of Series A Cumulative Redeemable Perpetual Preferred Stock ("Series A Preferred Stock"). 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. In 2012, we issued 54,458 shares of Series C Preferred Stock which are represented by Depositary Shares. We also exchanged 5,445,765 shares of our Series A Preferred Stock for 5,445,765 Depositary Shares, each representing 1/100th of a share of Series C Preferred Stock. Also in 2012, we redeemed the remaining 2,554,235 shares of Series A Preferred Stock.
3.
In 2011 to partially fund the purchase of a portfolio of Properties (refer to footnote 6 below), we issued 12,075,000 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, we issued 3,416,552 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. All of the Series B Preferred Stock was exchanged for Common Stock.
4.
Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this Form 10-K for information regarding why we present funds from operations and normalized funds from operations and for a reconciliation of these non-GAAP financial measures to net income available for Common Stock holders.
5.
In 2011, we closed on the acquisition of a portfolio that consisted of 74 manufactured home communities and one RV resort containing 30,129 Sites on approximately 6,400 acres located in 16 states.


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.
2015 Accomplishments
•
Occupancy of manufactured homes within our Core Portfolio (as defined below) increased by 473 Sites to a total of 92.6%.
•
RV Revenue within our Core Portfolio increased by 7.9% as compared to 2014.
•
New home sales volume increased 42.6% as compared to 2014.
•
Title turn-ins and resident pullouts decreased by 186 homes when compared to 2014.
•
Closed on the acquisition of two RV resorts and one MH community for a total purchase price of approximately $23.9 million.
•
Raised our annual dividend to $1.50 per share in 2015, an increase of 15.4% compared to $1.30 per share in 2014.
•
Closed on approximately $395.3 million of refinancing proceeds on 26 Properties. In addition, we retired by defeasance and prepayment approximately $370.2 million of debt secured by 32 Properties and paid maturing debt of approximately $48.7 million. As a result, our current debt balance has a weighted average maturity of 10.3 years.
Overview and Outlook
Occupancy in our Properties, as well as our ability to increase rental rates, directly affects revenues. Our revenue streams are predominantly derived from customers renting our Sites on a long-term basis.
The following table shows the breakdown of our Sites by type. Our MH community Sites and annual RV resort Sites are leased on an annual basis. Seasonal Sites are leased to customers generally for one to six months. Transient Sites are leased to customers on a short-term basis. The revenue from seasonal and transient Sites is generally higher during the first and third quarters. We consider the transient revenue stream to be our most volatile as it is subject to weather conditions and other factors affecting the marginal RV customer's vacation and travel preferences. Sites designated as right-to-use Sites are primarily utilized to service the approximately 102,400 customers who have entered right-to-use contracts. We also have interests in joint venture Properties 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, 2015
Community Sites
70,100

Resort Sites:
 
Annual
25,800

Seasonal
10,400

Transient
10,400

Right-to-use (1)
24,100

Joint Ventures (2)
3,100

 
143,900

 _____________________
(1)
Includes approximately 5,500 Sites rented on an annual basis.
(2)
Joint ventures have approximately 2,200 annual Sites, approximately 400 seasonal Sites and approximately 500 transient Sites.
For the periods presented our Core Portfolio ("Core Portfolio") consists of our Properties owned and operated during the entire period. For the year ended December 31, 2015, property operating revenues in our Core Portfolio, excluding deferrals, were up 4.1% and property operating expenses in our Core Portfolio, excluding deferrals and property management, were up 2.3%, resulting in an increase in Core net operating income before deferrals and property management of 5.5%.

One third of our rental agreements on community Sites have rent increases that are directly or indirectly connected to published CPI statistics that are issued from June through September of the year prior to the increase effective date. One half of those rental agreements have a CPI floor of approximately 3%.
State and local rent control regulations affect 27 Properties, including 19 of our 49 California Properties, all of our seven Delaware Properties and one of our five Massachusetts Properties. The impact of the rent control regulations is to limit our ability to implement rent increases based on prevailing market conditions. The regulations generally permit us to increase rates by a percentage 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.

32
Management's Discussion (continued)

In the years following the disruption in the site-built housing market, our home sales business was negatively affected by our customers' inability to sell their existing site-built homes and relocate to their retirement destination. As a result, we focused on home rental rather than sales as our primary source of occupancy upon turnover. As we managed and expanded our portfolio of rental homes, we placed homes in communities where we believed we could successfully sell homes as the market improved. At these Properties, we have been successful at selling homes and driving occupancy gains through increased home ownership. We continue to allocate capital to home purchases based on our assessment of market conditions and emphasize home sales. We continue to see population growth in our key markets, increased access to distribution channels for our products and a renewed willingness by our customers to commit to us for longer periods of time. We have also seen a decrease in homes coming back to us, which generally means that our residents have the opportunity to resell their homes to new residents. While we continue to focus on selling homes, we continue to evaluate rental units, and based on market conditions, we expect to invest in additional new homes for customer rentals.
We continue to focus on the quality of occupancy growth by increasing the number of homeowners in our Core Portfolio. As of December 31, 2015, we increased occupancy in our Core Portfolio by 473 sites with an increase in homeowner occupancy of 749 sites compared with occupancy at December 31, 2014. By comparison, as of December 31, 2014, our Core Portfolio occupancy increased by 214 sites with an increase in homeowner occupancy of 464 sites compared with occupancy at December 31, 2013.
Since 2013, we have experienced an increase in the sales volume of new and used homes in our communities. We attribute this increase to various factors including management's focus on increasing the number of homeowners within our communities, changes to incentive structures for our on-site personnel to emphasize home sales rather than rentals and willingness of an increasing number of customers to commit their capital to purchase a home in one of our communities. New home sales in the manufactured home communities in our Core Portfolio increased by 42.6% over the prior year. The recent new home sales have been primarily in our California, Colorado and Florida communities (see the Home Sales Operations tables in the sections below for additional detail regarding our home sales activity).
In the ordinary course of business, we acquire used homes from customers through purchase, foreclosure of a lien, or abandonment. In a vibrant home sales market in which residents are able to resell their homes, we generally acquire fewer homes through foreclosure or abandonment. Used homes may require rehabilitation before renting them to new customers.
During 2013 we formed a joint venture, ECHO Financing, LLC (the "ECHO JV"), with a home manufacturer to buy and sell homes, as well as to purchase loans made by an unaffiliated lender to purchasers of such homes at our Properties. The ECHO JV may also rent homes to customers in our communities. We also have a limited program under which we purchase loans made by an unaffiliated lender to purchasers of homes at our Properties.
In the manufactured housing industry, chattel financing options available today include community owner funded programs or third party lender programs that provide subsidized financing to customers and require the community owner to guarantee customer defaults. Third party lender programs have stringent underwriting criteria, sizable down payment requirements, short loan amortization and high interest rates. 
As of December 31, 2015, we had 4,967 occupied rental homes in our manufactured housing communities. For the years ended December 31, 2015 and 2014, home rental program net operating income was approximately $32.8 million and $35.8 million, respectively, net of rental asset depreciation expense of approximately $10.7 million and $10.9 million, respectively. Approximately $36.6 million and $39.3 million of home rental operations revenue was included in community base rental income for the years ended December 31, 2015 and 2014, respectively. (see the Rental Operations tables in the sections below for additional detail regarding our rental activity). We believe at this time we compete effectively with other types of rentals (i.e., apartments). We continue to evaluate home rental operations and expect to continue to invest in additional units.
In our RV resorts, we are focused on engaging with our existing customers and providing them the lifestyle they seek as well as attracting additional customers interested in our Properties. We continue to experience growth in our annual revenues as a result of our ability to increase rental rates and occupancy. Our 2015 Core Portfolio annual revenues were 5.9% higher than in 2014. We believe our customer base is loyal and engaged in the lifestyle we offer at our Properties. We have annual customers who have stayed with us for more than ten years and our member base includes members who have camped with us for more than twenty years. Our social media presence has increased within this member base and we have also been successful at providing a venue for our customers to promote our Properties by encouraging them to share their memories of their adventures at our resorts. We believe this is an important factor in a customer's decision to relocate. Our customers continue to increase the amount of time spent shopping online for their home and vacation decision which provides an increased customer pool for us of approximately 40 million outdoor enthusiasts who are interested in learning about our product offerings.
For our membership based RV resorts, we offer low-cost membership products that focus on the installed base of approximately nine million RV owners. Such products include right-to-use contracts that entitle the customer to use certain

33
Management's Discussion (continued)

Properties. We are offering a Thousand Trails Camping Pass ("TTC") (formerly Zone Park Pass), which can be purchased for one to five geographic areas of the United States and requires an annual payment of $545. A single zone TTC requires no additional upfront payment while additional zones may be purchased for modest additional upfront payments. Since the introduction of low-cost membership products, we have entered into approximately 76,900 TTCs. Our renewal rate for these memberships is approximately 43.1%.
We have a program with RV dealers to feature our TTC as part of the dealers' sales and marketing efforts. We provide the dealer with a TTC membership to give to their customers in connection with the purchase of an RV. No cash is received from the member during the first year of membership for memberships activated through the RV dealer program. Since inception, we have activated 29,447 TTCs through the RV dealer program. Our renewal rate for these RV dealer memberships is approximately 18.3%.
Refer to table below for detail regarding our TTCs for the past five years:
 
Years Ended December 31,
 
2011
 
2012
 
2013
 
2014
 
2015
TTC Origination
7,404

 
10,198

 
15,607

 
18,187

 
25,544

    TTC Sales
7,404

 
8,909

 
9,289

 
10,014

 
11,877

    RV Dealer TTC Activations
—

 
1,289

 
6,318

 
8,173

 
13,667

Existing customers are eligible to upgrade their right-to-use contract from time-to-time. An upgrade is distinguishable from a new right-to-use contract that a customer would enter 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 resorts and (5) membership in discount travel programs. Each upgrade contract requires a nonrefundable upfront payment. We finance the nonrefundable upfront payment for certain customers.  
Property Acquisitions, Joint Ventures and Dispositions
The following chart lists the Properties or portfolios acquired, invested in, or sold since January 1, 2014 through December 31, 2015.
Property
Transaction Date
 
Sites
 
 
 
 
Total Sites as of January 1, 2014
 
 
139,126

Property or Portfolio:
 
 
 
Acquisitions:
 
 
 
Blackhawk
January 7, 2014
 
490

Lakeland
January 24, 2014
 
682

Pine Acres
September 26, 2014
 
421

Echo Farms
September 29, 2014
 
237

Mays Landing
September 30, 2014
 
168

Space Coast
October 1, 2014
 
270

Mesa Spirit
December 30, 2014
 
1,600

Bogue Pines
February 9, 2015
 
150

Whispering Pines
February 9, 2015
 
278

Miami Everglades
June 26, 2015
 
303

Expansion Site Development and other:
 
 
 
Sites added (reconfigured) in 2014
 
 
119

Sites added (reconfigured) in 2015
 
 
94

Total Sites as of December 31, 2015
 
 
143,938


Our gross investment in real estate has increased approximately $90 million to $4,478 million as of December 31, 2015 from $4,388 million as of December 31, 2014 primarily due to increased capital expenditures as well as the acquisition of three Properties: Bogue Pines, Whispering Pines and Miami Everglades.

34
Management's Discussion (continued)

Markets
The following table identifies our largest markets by number of Sites and provides information regarding our Properties (excluding five Properties owned through Joint Ventures).
Major Market
Total Sites
 
Number of
Properties
 
Percent of
Total Sites
 
Percent of Total
Property Operating
Revenues (1)
Florida
51,850

 
121

 
37.0
%
 
41.0
%
Northeast
18,736

 
51

 
13.3
%
 
11.5
%
Arizona
15,586

 
40

 
11.1
%
 
10.1
%
California
13,690

 
46

 
9.7
%
 
14.7
%
Midwest
12,196

 
34

 
8.7
%
 
7.0
%
Texas
8,989

 
17

 
6.3
%
 
2.9
%
Southeast
7,385

 
24

 
5.2
%
 
3.6
%
Northwest
5,645

 
24

 
4.0
%
 
3.1
%
Colorado
3,448

 
11

 
2.4
%
 
3.2
%
Other
3,288

 
14

 
2.3
%
 
2.9
%
Total
140,813

 
382

 
100.0
%
 
100.0
%
 _____________________
(1)
Property operating revenues for this calculation excludes approximately $13.4 million of property operating revenue not allocated to Properties, which consists primarily of upfront payments from right-to-use contracts.
Qualification as a REIT
We believe that we have qualified for taxation as a real estate investment trust ("REIT") for U.S. federal income tax purposes since our taxable year ended December 31, 1993. We plan to continue to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex and concern the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions to our stockholders. The fact that we hold our assets through our Operating Partnership and our Subsidiaries further complicates the application of the REIT requirements.

If we fail to qualify as a REIT, we would be subject to U.S. federal income tax at regular corporate rates. Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first failed to qualify. Even if we qualify for taxation as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income.
Recent U.S. Federal Income Tax Legislation
 
On December 18, 2015, President Obama signed into law the Consolidated Appropriations Act, 2016, an omnibus spending bill, with a division referred to as the Protecting Americans From Tax Hikes Act of 2015 (the "PATH Act").  The PATH Act changes certain of the rules affecting REIT qualification and taxation of REITs and REIT shareholders, which are briefly summarized below.
•
For taxable years beginning after 2017, the percentage of a REIT's total assets that may be represented by securities of one or more TRSs is reduced from 25% to 20%.
•
"Publicly offered REITs" (which generally include any REIT required to file annual and periodic reports with the SEC, including us) are no longer subject to the preferential dividend rules for taxable years beginning after 2014.
•
For taxable years beginning after 2015, debt instruments issued by publicly offered REITs are qualifying assets for purposes of the 75% REIT asset test.  However, no more than 25% of the value of a REIT's assets may consist of debt instruments that are issued by publicly offered REITs that are not otherwise treated as real estate assets, and interest on debt of a publicly offered REIT will not be qualifying income under the 75% REIT gross income test unless the debt is secured by real property.
•
For taxable years beginning after 2015, to the extent rent attributable to personal property is treated as rents from real property (because rent attributable to the personal property for the taxable year does not exceed 15% of the total rent for the taxable year for such real and personal property), the personal property will be treated as a real estate asset for purposes of the 75% REIT asset test. Similarly, a debt obligation secured by a mortgage on both real and personal property will be treated as a real estate asset for purposes of the 75% asset test, and interest thereon will be treated as interest on an obligation secured by real property, if the fair market value of the personal property does not exceed 15% of the fair market value of all property securing the debt.
•
For taxable years beginning after 2014, the period during which dispositions of properties with net built-in gains from C corporations in carry-over basis transactions will trigger the built-in gains tax is reduced from ten years to five years.

35
Management's Discussion (continued)

•
For taxable years beginning after 2015, a 100% excise tax will apply to "redetermined services income," i.e., non-arm's-length income of a REIT's TRS attributable to services provided to, or on behalf of, the REIT (other than services provided to REIT tenants, which are potentially taxed as redetermined rents).
•
The rate of withholding tax applicable under FIRPTA to certain sales and other dispositions of U.S. real property interests ("USRPIs") by non-U.S. persons, and certain distributions from corporations whose stock may constitute a USRPI, is increased from 10% to 15% for dispositions and distributions occurring after February 16, 2016.  Our common stock may constitute a USRPI to some holders because more than 50% of our assets consist of interests in real property located in the United States.
•
For dispositions and distributions on or after December 18, 2015, the stock ownership thresholds for exemption from FIRPTA taxation on sale of stock of a publicly traded REIT and for recharacterizing capital gain dividends received from a publicly traded REIT as ordinary dividends is increased from not more than 5% to not more than 10%.
•
Effective December 18, 2015, certain look-through, presumption, and other rules will apply for purposes of determining if we qualify as domestically controlled.
•
For dispositions and distributions after December 18, 2015, certain "qualified foreign pension funds" satisfying certain requirements, as well as entities that are wholly owned by a qualified foreign pension fund, are exempt from income and withholding taxes applicable under FIRPTA.  In addition, new FIRPTA rules apply to ownership of REIT shares by "qualified shareholders," which generally include publicly traded non-U.S. stockholders meeting certain requirements.

Supplemental Measures
Management's discussion and analysis of financial condition and results of operations include certain non-GAAP financial measures that in management's view of the business we believe are meaningful as they allow the investor the ability to understand key operating details of our business both with and without regard to certain accounting conventions or items that may not always be indicative of recurring annual cash flow of the portfolio. These non-GAAP financial measures as determined and presented by us may not be comparable to similarly titled measures reported by other companies, and include Income from property operations, Funds from Operations ("FFO") and Normalized Funds from Operations ("Normalized FFO"). A discussion of FFO, Normalized FFO and a reconciliation to net income are included in the presentation of FFO following our "Results of Operations."
Income from property operations represents rental income, utility income and right-to-use income less property operating and maintenance, real estate taxes, sales and marketing, and property management expenses. We believe that Income from property operations is helpful to investors and analysts as a direct measure of the actual operating results of our manufactured home and RV communities.
The following table reconciles Income from continuing operations before equity in income of unconsolidated joint ventures and gain on sale of property to Income from property operations for the years ended December 31, 2015, 2014, and 2013 (amounts in thousands):
 
 
Total Portfolio
 
 
Years Ended
 
 
December 31,
2015
 
December 31,
2014
 
December 31,
2013
 
Income from property operations
 
$
402,446

 
$
376,633

 
$
354,248

 
Income from home sales operations and other
 
1,829

 
3,179

 
2,702

 
Total other income and expenses, net
 
(257,852
)
 
(247,379
)
 
(281,742
)
 
Income from continuing operations before equity in income of unconsolidated joint ventures and gain on sale of property
 
$
146,423

 
$
132,433

 
$
75,208

 

Results of Operations
Comparison of Year Ended December 31, 2015 to Year Ended December 31, 2014
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the years ended December 31, 2015 and 2014 (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 years ended December 31, 2015 and December 31, 2014 includes all Properties acquired prior to December 31, 2013 and which we have owned and operated continuously since January 1, 2014. Core Portfolio growth percentages exclude the impact of GAAP deferrals of upfront payments from right-to-use contracts and related commissions.

36
Management's Discussion (continued)

 
Core Portfolio
 
Total Portfolio
 
2015
 
2014
 
Variance
 
%
Change
 
2015
 
2014
 
Variance
 
%
Change
Community base rental income
$
441,642

 
$
426,886

 
$
14,756

 
3.5
 %
 
$
442,046

 
$
426,886

 
$
15,160

 
3.6
 %
Rental home income
14,010

 
14,827

 
(817
)
 
(5.5
)%
 
14,012

 
14,827

 
(815
)
 
(5.5
)%
Resort base rental income
172,455

 
159,901

 
12,554

 
7.9
 %
 
184,760

 
163,968

 
20,792

 
12.7
 %
Right-to-use annual payments
44,443

 
44,862

 
(419
)
 
(0.9
)%
 
44,443

 
44,860

 
(417
)
 
(0.9
)%
Right-to-use contracts current period, gross
12,783

 
13,892

 
(1,109
)
 
(8.0
)%
 
12,783

 
13,892

 
(1,109
)
 
(8.0
)%
Utility and other income
75,038

 
69,962

 
5,076

 
7.3
 %
 
76,153

 
70,209

 
5,944

 
8.5
 %
Property operating revenues, excluding deferrals
760,371

 
730,330

 
30,041

 
4.1
 %
 
774,197

 
734,642

 
39,555

 
5.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating and maintenance
248,459

 
242,085

 
6,374

 
2.6
 %
 
254,668

 
243,914

 
10,754

 
4.4
 %
Rental home operating and maintenance
7,165

 
7,440

 
(275
)
 
(3.7
)%
 
7,167

 
7,441

 
(274
)
 
(3.7
)%
Real estate taxes
50,163

 
48,493

 
1,670

 
3.4
 %
 
50,962

 
48,714

 
2,248

 
4.6
 %
Sales and marketing, gross
11,742

 
12,418

 
(676
)
 
(5.4
)%
 
11,751

 
12,418

 
(667
)
 
(5.4
)%
Property operating expenses, excluding deferrals and Property management
317,529

 
310,436

 
7,093

 
2.3
 %
 
324,548

 
312,487

 
12,061

 
3.9
 %
Income from property operations, excluding deferrals and Property management (1)
442,842

 
419,894

 
22,948

 
5.5
 %
 
449,649

 
422,155

 
27,494

 
6.5
 %
Property management
44,526

 
42,638

 
1,888

 
4.4
 %
 
44,528

 
42,638

 
1,890

 
4.4
 %
Income from property operations, excluding deferrals (1)
398,316

 
377,256

 
21,060

 
5.6
 %
 
405,121

 
379,517

 
25,604

 
6.7
 %
Right-to-use contracts, deferred and sales and marketing, deferred, net
2,675

 
2,884

 
(209
)
 
(7.2
)%
 
2,675

 
2,884

 
(209
)
 
(7.2
)%
Income from property operations (1)
 
$
395,641

 
$
374,372

 
$
21,269

 
5.7
 %
 
$
402,446

 
$
376,633

 
$
25,813

 
6.9
 %
__________________________
(1)     Non-GAAP measure.
The 3.5% increase in Core Portfolio community base rental income primarily reflects a 2.9% growth from rate increases and a 0.6% growth from occupancy gains. The average monthly base rent per site increased to approximately $569 in 2015 from approximately $553 in 2014. The average occupancy increased to 92.6% in 2015 from 92.2% in 2014. The increase in property operating and maintenance expenses was primarily driven by increased property payroll and repair and maintenance expenses. The increase in property payroll is driven by increased overtime and additional employees in the current year as well as annual salary increases, while the increase in repair and maintenance is largely due to certain storm events in Texas, California, and North Carolina, higher cabin rental maintenance, and an overall increase in general maintenance supplies expenses.
The decrease in rental home income and rental home operating and maintenance are discussed in further detail in the Rental Operations table below.
Resort base rental income is comprised of the following (amounts in thousands): 
 
Core Portfolio
 
Total Portfolio
 
2015
 
2014
 
Variance
 
% Change
 
2015
 
2014
 
Variance
 
% Change
Annual
$
106,358

 
$
100,479

 
$
5,879

 
5.9
%
 
$
115,314

 
$
104,006

 
$
11,308

 
10.9
%
Seasonal
27,386

 
24,924

 
2,462

 
9.9
%
 
28,998

 
25,052

 
3,946

 
15.8
%
Transient
38,711

 
34,498

 
4,213

 
12.2
%
 
40,448

 
34,910

 
5,538

 
15.9
%
Resort base rental income
$
172,455

 
$
159,901

 
$
12,554

 
7.9
%
 
$
184,760

 
$
163,968

 
$
20,792

 
12.7
%
Right-to-use contracts current period, gross, net of sales and marketing, gross, decreased as a result of a lower number of upgrade sales by our third party sales agent. During the year ended December 31, 2015, there were 2,687 upgrade sales with an average price per sale of $4,745. This compares to 2,978 upgrade sales with an average price per sale of $4,665 for the year ended December 31, 2014.
The increase in total portfolio income from property operations is primarily due to increases in Core community base rental income, Core resort base rental income, the contribution from property operations related to the 2014 and 2015 acquisitions as well as increased utility and other income. The increase is partially offset by an overall increase in expenses, with the most significant increases relating to payroll, repair and maintenance, and property taxes.

37
Management's Discussion (continued)

Home Sales Operations
The following table summarizes certain financial and statistical data for our Home Sales Operations for the years ended December 31, 2015 and 2014 (amounts in thousands, except home sales volumes). 
 
2015
 
2014
 
Variance
 
% Change
Gross revenues from new home sales (1)
$
17,674

 
$
13,584

 
$
4,090

 
30.1
 %
Cost of new home sales (1)
(16,678
)
 
(11,444
)
 
(5,234
)
 
(45.7
)%
Gross profit from new home sales
996

 
2,140

 
(1,144
)
 
(53.5
)%
 
 
 
 
 
 
 
 
Gross revenues from used home sales
15,476

 
14,834

 
642

 
4.3
 %
Cost of used home sales
(15,601
)
 
(15,303
)
 
(298
)
 
(1.9
)%
Gross loss from used home sales
(125
)
 
(469
)
 
344

 
(73.3
)%
 
 
 
 
 
 
 
 
Brokered resale revenues and ancillary services revenues, net
4,149

 
3,850

 
299

 
7.8
 %
Home selling expenses
(3,191
)
 
(2,342
)
 
(849
)
 
(36.3
)%
Income from home sales operations and other
$
1,829

 
$
3,179

 
$
(1,350
)
 
(42.5
)%
Home sales volumes:
 
 
 
 
 
 
 
New home sales (2)
479

 
336

 
143

 
42.6
 %
               New Home Sales Volume - ECHO JV
178

 
136

 
42

 
30.9
 %
Used home sales
1,489

 
1,526

 
(37
)
 
(2.4
)%
Brokered home resales
884

 
936

 
(52
)
 
(5.6
)%
 _____________________
(1)
New home sales gross revenues and costs of new home sales does not include the revenues and costs associated with our ECHO JV.
(2)
Total new home sales volume includes home sales from our ECHO JV for the years ended December 31, 2015 and 2014, respectively.
The decrease in income from home sales operations and other is primarily due to lower gross profits from new home sales due to a decrease in sales in the California region where Properties are fully occupied. Increased home selling expenses also contributed to the overall decrease, offset by increased income from ancillary services, which include retail sales at various Properties.
Rental Operations
The following table summarizes certain financial and statistical data for our manufactured home Rental Operations for the years ended December 31, 2015 and 2014 (amounts in thousands, except rental unit volumes).  
 
2015
 
2014
 
Variance
 
% Change
Manufactured homes:
 
 
 
 
 
 
 
New Home
$
22,801

 
$
22,711

 
$
90

 
0.4
 %
Used Home
27,826

 
31,399

 
(3,573
)
 
(11.4
)%
Rental operations revenue (1)
50,627

 
54,110

 
(3,483
)
 
(6.4
)%
Rental home operating and maintenance
(7,167
)
 
(7,441
)
 
274

 
3.7
 %
Income from rental operations
43,460

 
46,669

 
(3,209
)
 
(6.9
)%
Depreciation on rental homes (2)
(10,675
)
 
(10,906
)
 
231

 
2.1
 %
Income from rental operations, net of depreciation
$
32,785

 
$
35,763

 
$
(2,978
)
 
(8.3
)%
 
 
 
 
 
 
 
 
Gross investment in new manufactured home rental units (3)
$
111,814

 
$
107,729

 
$
4,085

 
3.8
 %
Gross investment in used manufactured home rental units
$
57,427

 
$
63,258

 
$
(5,831
)
 
(9.2
)%
 
 
 
 
 
 
 
 
Net investment in new manufactured home rental units
$
89,682

 
$
90,134

 
$
(452
)
 
(0.5
)%
Net investment in used manufactured home rental units
$
36,052

 
$
48,020

 
$
(11,968
)
 
(24.9
)%
 
 
 
 
 
 
 
 
Number of occupied rentals – new, end of period (4)
2,170

 
2,020

 
150

 
7.4
 %
Number of occupied rentals—used, end of period
2,797

 
3,223

 
(426
)
 
(13.2
)%
 _____________________
(1)
Rental operations revenue consists of Site rental income and home rental income. Approximately $36.6 million and $39.3 million as of December 31, 2015 and 2014, respectively, of Site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in Rental home income in the Income from Property Operations table.
(2)
Included in depreciation on real estate and other costs in the Consolidated Statements of Income and Comprehensive Income.
(3)
New home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $10.4 million and $6.3 million at December 31, 2015, and 2014, respectively.
(4)
Includes 100 and 33 homes rented through our ECHO JV in 2015 and 2014, respectively.

38
Management's Discussion (continued)

The decrease in income from rental operations is primarily due to a decrease in the number of occupied used rental units.
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2015 and 2014 (amounts in thousands). 
 
2015
 
2014
 
Variance
 
% Change
Depreciation on real estate and rental homes
$
(113,609
)
 
$
(111,065
)
 
$
(2,544
)
 
(2.3
)%
Amortization of in-place leases
(2,358
)
 
(3,999
)
 
1,641

 
41.0
 %
Interest income
7,030

 
8,347

 
(1,317
)
 
(15.8
)%
Income from other investments, net
7,359

 
7,053

 
306

 
4.3
 %
General and administrative (excluding transaction costs)
(29,514
)
 
(25,763
)
 
(3,751
)
 
(14.6
)%
Transaction costs
(1,130
)
 
(1,647
)
 
517

 
31.4
 %
Property rights initiatives and other
(2,986
)
 
(2,923
)
 
(63
)
 
(2.2
)%
Early debt retirement
(16,913
)
 
(5,087
)
 
(11,826
)
 
(232.5
)%
Interest and related amortization
(105,731
)
 
(112,295
)
 
6,564

 
5.8
 %
Total other income and expenses, net
$
(257,852
)
 
$
(247,379
)
 
$
(10,473
)
 
(4.2
)%

Depreciation on real estate and rental homes increased primarily due to increased capital expenditures and the acquisitions that occurred during the second half of 2014 and the first half of 2015 (see Note 5 to the Consolidated Financial Statements for additional detail regarding our recent acquisition activity).
General and administrative expenses increased primarily due to the 2015 restricted stock awards, increased legal fees as well as an increase in insurance expense. (See Note 14 to the Consolidated Financial Statements for additional detail regarding our stock-based compensation plan).
Early debt retirement expense increased as a result of the defeasance and prepayment activity that occurred during the first quarter of 2015, this compares to the $5.1 million fee associated with the early debt retirement of the loan secured by our Colony Cove community incurred in 2014 (See Note 8 to the Consolidated Financial Statements for additional detail regarding our first quarter defeasance and refinancing activity).
A decrease in secured debt, resulting from the aforementioned refinancing and prepayment activity, and lower weighted average interest rates contributed to the decrease in interest and related amortization.

39
Management's Discussion (continued)

Comparison of Year Ended December 31, 2014 to Year Ended December 31, 2013
Income from Property Operations
The following table summarizes certain financial and statistical data for the Core Portfolio and the total portfolio for the years ended December 31, 2014 and 2013 (amounts in thousands).  
 
Core Portfolio
 
Total Portfolio
 
2014
 
2013
 
Variance
 
%
Change
 
2014
 
2013
 
Variance
 
%
Change
Community base rental income
$
418,877

 
$
406,572

 
$
12,305

 
3.0
 %
 
$
426,886

 
$
409,801

 
$
17,085

 
4.2
 %
Rental home income
14,756

 
14,239

 
517

 
3.6
 %
 
14,827

 
14,267

 
560

 
3.9
 %
Resort base rental income
156,918

 
146,989

 
9,929

 
6.8
 %
 
163,968

 
147,234

 
16,734

 
11.4
 %
Right-to-use annual payments
44,862

 
47,967

 
(3,105
)
 
(6.5
)%
 
44,860

 
47,967

 
(3,107
)
 
(6.5
)%
Right-to-use contracts current period, gross
13,892

 
13,815

 
77

 
0.6
 %
 
13,892

 
13,815

 
77

 
0.6
 %
Utility and other income
69,080

 
63,581

 
5,499

 
8.6
 %
 
70,209

 
63,800

 
6,409

 
10.0
 %
Property operating revenues, excluding deferrals
718,385

 
693,163

 
25,222

 
3.6
 %
 
734,642

 
696,884

 
37,758

 
5.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating and maintenance
238,449

 
228,900

 
9,549

 
4.2
 %
 
243,914

 
229,897

 
14,017

 
6.1
 %
Rental home operating and maintenance
7,413

 
7,443

 
(30
)
 
(0.4
)%
 
7,441

 
7,474

 
(33
)
 
(0.4
)%
Real estate taxes
46,926

 
47,902

 
(976
)
 
(2.0
)%
 
48,714

 
48,279

 
435

 
0.9
 %
Sales and marketing, gross
12,418

 
13,509

 
(1,091
)
 
(8.1
)%
 
12,418

 
13,509

 
(1,091
)
 
(8.1
)%
Property operating expenses, excluding deferrals and Property management
305,206

 
297,754

 
7,452

 
2.5
 %
 
312,487

 
299,159

 
13,328

 
4.5
 %
Income from property operations, excluding deferrals and Property management (1)
413,179

 
395,409

 
17,770

 
4.5
 %
 
422,155

 
397,725

 
24,430

 
6.1
 %
Property management
42,638

 
40,193

 
2,445

 
6.1
 %
 
42,638

 
40,193

 
2,445

 
6.1
 %
Income from property operations, excluding deferrals (1)
370,541

 
355,216

 
15,325

 
4.3
 %
 
379,517

 
357,532

 
21,985

 
6.1
 %
Right-to-use contracts, deferred and sales and marketing, deferred, net
2,884

 
3,284

 
(400
)
 
(12.2
)%
 
2,884

 
3,284

 
(400
)
 
(12.2
)%
Income from property operations (1)
$
367,657

 
$
351,932

 
$
15,725

 
4.5
 %
 
$
376,633

 
$
354,248

 
$
22,385

 
6.3
 %
__________________________
(1)     Non-GAAP measure.
The 3.0% increase in Core Portfolio community base rental income primarily reflects a 2.6% growth from rate increases and a 0.4% growth from occupancy gains. The average monthly base rent per site increased to approximately $553 in 2014 from approximately $538 in 2013. The average occupancy increased to 92.2% in 2014 from 91.8% in 2013. The increase in property operating and maintenance expenses was primarily driven by repair and maintenance which includes non-recurring, storm related expenses, utility expenses due to higher rate and usage related to electric expense and payroll expense due to an increase in personnel.
The increase in rental home income is discussed in further detail in the Rental Operations table below. Rental home operating and maintenance expenses have remained consistent in the current year.
Resort base rental income is comprised of the following (amounts in thousands): 
 
Core Portfolio
 
Total Portfolio
 
2014
 
2013
 
Variance
 
% Change
 
2014
 
2013
 
Variance
 
% Change
Annual
$
99,826

 
$
94,624

 
$
5,202

 
5.5
%
 
$
104,006

 
$
94,668

 
$
9,338

 
9.9
%
Seasonal
24,480

 
22,875

 
1,605

 
7.0
%
 
25,052

 
22,898

 
2,154

 
9.4
%
Transient
32,612

 
29,490

 
3,122

 
10.6
%
 
34,910

 
29,668

 
5,242

 
17.7
%
Resort base rental income
$
156,918

 
$
146,989

 
$
9,929

 
6.8
%
 
$
163,968

 
$
147,234

 
$
16,734

 
11.4
%
Right-to-use annual payments decreased 6.5% partly due to memberships activated through the RV dealer program in 2013 for which we recorded approximately $2.0 million of non-cash revenues and expenses, and partly due to a decrease in member count. During the year ending December 31, 2014, our member count decreased 2,147 members compared to the same period in

40
Management's Discussion (continued)

2013. Right-to-use contracts current period, gross, net of sales and marketing, gross, increased primarily due to higher upgrade sales.
The increase in total portfolio income from property operations is primarily due to an increases in Core community base rental income, Core resort base rental income and the additional income from property operations related to the 2013 and 2014 acquisitions, partially offset by increases in repair and maintenance, payroll and utility expenses.
Home Sales Operations
The following table summarizes certain financial and statistical data for our Home Sales Operations for the years ended December 31, 2014 and 2013 (amounts in thousands, except home sales volumes). 
 
2014
 
2013
 
Variance
 
% Change
Gross revenues from new home sales (1)
$
13,584

 
$
4,836

 
$
8,748

 
180.9
 %
Cost of new home sales (1)
(11,444
)
 
(4,315
)
 
(7,129
)
 
(165.2
)%
Gross profit from new home sales
2,140

 
521

 
1,619

 
310.7
 %
 
 
 
 
 
 
 
 
Gross revenues from used home sales
14,834

 
13,035

 
1,799

 
13.8
 %
Cost of used home sales
(15,303
)
 
(12,981
)
 
(2,322
)
 
(17.9
)%
Gross (loss) profit from used home sales
(469
)
 
54

 
(523
)
 
(968.5
)%
 
 
 
 
 
 
 
 
Brokered resale revenues and ancillary services revenues, net
3,850

 
4,212

 
(362
)
 
(8.6
)%
Home selling expenses
(2,342
)
 
(2,085
)
 
(257
)
 
(12.3
)%
Income from home sales operations and other
$
3,179

 
$
2,702

 
$
477

 
17.7
 %
Home sales volumes:
 
 
 
 
 
 
 
Total new home sales(2)
336

 
109

 
227

 
208.3
 %
               New Home Sales Volume - ECHO JV
136

 
26

 
110

 
423.1
 %
Used home sales
1,526

 
1,588

 
(62
)
 
(3.9
)%
Brokered home resales
936

 
835

 
101

 
12.1
 %
 _____________________
(1)
New home sales gross revenues and costs of new home sales does not include the revenues and costs associated with our ECHO JV.
(2)
Total new home sales volume includes 26 home sales through our ECHO JV for the years ended December 31, 2014 and 2013, respectively. Includes one third party dealer for the year ended December 31, 2013.
The increase in income from home sales operations and other is primarily due to an increase in home sales volume at generally higher prices resulting in higher gross profits on new home sales.

41
Management's Discussion (continued)

Rental Operations
The following table summarizes certain financial and statistical data for our manufactured home Rental Operations for the years ended December 31, 2014 and 2013 (amounts in thousands, except rental unit volumes).
 
2014
 
2013
 
Variance
 
% Change
Manufactured homes:
 
 
 
 
 
 
 
New Home
$
22,711

 
$
22,278

 
$
433

 
1.9
 %
Used Home
31,399

 
30,715

 
684

 
2.2
 %
Rental operations revenue (1)
54,110

 
52,993

 
1,117

 
2.1
 %
Rental home operating and maintenance
(7,441
)
 
(7,474
)
 
33

 
0.4
 %
Income from rental operations
46,669

 
45,519

 
1,150

 
2.5
 %
Depreciation on rental homes (2) 
(10,906
)
 
(6,535
)
 
(4,371
)
 
(66.9
)%
Income from rental operations, net of depreciation
$
35,763

 
$
38,984

 
$
(3,221
)
 
(8.3
)%
 
 
 
 
 
 
 
 
Gross investment in new manufactured home rental units (3)
$
107,729

 
$
114,136

 
$
(6,407
)
 
(5.6
)%
Gross investment in used manufactured home rental units
$
63,258

 
$
63,736

 
$
(478
)
 
(0.7
)%
 
 
 
 
 
 
 
 
Net investment in new manufactured home rental units
$
90,134

 
$
101,073

 
$
(10,939
)
 
(10.8
)%
Net investment in used manufactured home rental units
$
48,020

 
$
54,871

 
$
(6,851
)
 
(12.5
)%
 
 
 
 
 
 
 
 
Number of occupied rentals – new, end of period (4)
2,020

 
2,060

 
(40)

 
(1.9
)%
Number of occupied rentals—used, end of period
3,223

 
3,411

 
(188)

 
(5.5
)%
 _____________________
(1)
Rental operations revenue consists of Site rental income and home rental income. Approximately $39.3 million and $38.7 million as of December 31, 2014 and 2013, respectively, of Site rental income are included in Community base rental income in the Income from Property Operations table. The remainder of home rental income is included in Rental home income in the Income from Property Operations table.
(2)
Included in depreciation on real estate and other costs in the Consolidated Statements of Income and Comprehensive Income.
(3)
The new home cost basis does not include the costs associated with our ECHO JV. Our investment in the ECHO JV was $6.3 million and $2.7 million at December 31, 2014 and 2013, respectively.
(4)
Includes 33 homes rented through our ECHO JV in 2014.
The increase in income from rental operations is primarily due to the increase in rates on rental units. The increase in depreciation from rental homes is driving the overall decrease in income from rental operations, net of depreciation, due to the change in depreciable life of our new and used manufactured homes effective January 1, 2014 (see Note 2 to the Consolidated Financial Statements for further description of the change in depreciable life).
Other Income and Expenses
The following table summarizes other income and expenses for the years ended December 31, 2014 and 2013 (amounts in thousands). 
 
2014
 
2013
 
Variance
 
% Change
Depreciation on real estate and rental homes
$
(111,065
)
 
$
(108,229
)
 
$
(2,836
)
 
(2.6
)%
Amortization of in-place leases
(3,999
)
 
(1,940
)
 
(2,059
)
 
(106.1
)%
Interest income
8,347

 
8,260

 
87

 
1.1
 %
Income from other investments, net
7,053

 
7,515

 
(462
)
 
(6.1
)%
General and administrative (excluding transaction costs)
(25,763
)
 
(26,248
)
 
485

 
1.8
 %
Transaction costs
(1,647
)
 
(1,963
)
 
316

 
16.1
 %
Property rights initiatives and other
(2,923
)
 
(2,771
)
 
(152
)
 
(5.5
)%
Early debt retirement
(5,087
)
 
(37,844
)
 
32,757

 
86.6
 %
Interest and related amortization
(112,295
)
 
(118,522
)
 
6,227

 
5.3
 %
Total other income and expenses, net
$
(247,379
)
 
$
(281,742
)
 
$
34,363

 
12.2
 %

Depreciation on real estate and rental homes increased primarily due to the acquisitions that occurred in the third quarter of 2013 and the change in the depreciable life of our new and used manufactured homes in 2014.
Early debt retirement expenses decreased primarily due to the defeasance costs incurred in 2013 totaling $37.8 million as a result of the long-term refinancing plan. In 2014, we incurred a prepayment fee of approximately $5.1 million associated with the early retirement of the loan secured by our Colony Cove community

42
Management's Discussion (continued)

Interest and related amortization decreased primarily due to a decrease in secured debt for a majority of 2014 and overall lower weighted average interest rates, resulting from the aforementioned long-term refinancing initiative.
Liquidity and Capital Resources
Liquidity
Our 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 distributions. We expect similar demands for liquidity will continue for the short-term and long-term. Our primary sources of cash include operating cash flows, proceeds from financings, borrowings under our unsecured Line of Credit ("LOC") and proceeds from issuance of equity and debt securities.
On May 4, 2015, we extended our current "at the market" offering program by entering into new separate equity distribution agreements with certain sales agents, pursuant to which we may sell, from time-to-time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. We have not sold any common stock to date under the equity distribution agreements. In addition, we have available liquidity in the form of authorized and unissued preferred stock of approximately 9.9 million shares and approximately 115.7 million shares of authorized but unissued common stock registered for sale under the Securities Act of 1933, as amended, by a shelf registration statement which was automatically effective when filed with the SEC. Our charter allows us to issue up to 200.0 million shares of common stock, par value $0.01 per share and up to 10.0 million shares of preferred stock, par value $0.01 per share.
One of our stated objectives is to maintain financial flexibility.  Achieving this objective allows us to take advantage of strategic opportunities that may arise.  We believe effective management of our balance sheet, including maintaining various access points to raise capital, manage future debt maturities and borrow at competitive rates enables us to meet this objective.  We believe we currently have sufficient liquidity, in the form of $75.3 million in available cash, net of restricted cash, as of December 31, 2015 and $400.0 million available on our LOC, to satisfy our near term obligations. Our LOC has a borrowing capacity of $400.0 million with the option to increase the borrowing capacity by $100.0 million, subject to certain conditions (See Note 8 to the Consolidated Financial Statements).
We expect to meet our short-term liquidity requirements, including the mortgage payoff of approximately $9.8 million funded on January 4, 2016 and the fourth quarter distribution of approximately $34.2 million paid on January 8, 2016, as well as all the remaining distributions, generally through available cash as well as net cash provided by operating activities and availability under our existing LOC. We consider these resources to be adequate to meet our operating requirements for capital improvements, amortizing debt and payment of dividends and distributions.
We expect to meet certain long-term liquidity requirements such as scheduled debt maturities, property acquisitions and capital improvements by use of our 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 addition to net cash provided by operating activities. As of December 31, 2015, we have satisfied all of our 2015 scheduled debt maturities. We expect to satisfy our 2016 maturities with existing cash, anticipated operating cash flow and/or refinancing proceeds.
During the year ended December 31, 2015, we closed on loans with gross proceeds of $395.3 million. The loans have a weighted average maturity of 21 years and carry a weighted average interest rate of 3.93% per annum and were secured by 26 manufactured home properties and RV resorts. Proceeds from the financings were used to retire by defeasance and prepayment approximately $370.2 million of loans maturing at various times throughout 2015 and 2016, with a weighted average interest rate of 5.58% per annum, which were secured by 32 manufactured home properties and RV resorts. We incurred approximately $17.0 million in early debt retirement expense related to these loans. We also paid off two maturing mortgage loans of approximately $48.7 million, with a weighted average interest rate of 5.73% per annum, secured by one manufactured home property and three RV resorts.

43
Management's Discussion (continued)

The table below summarizes cash flow activity for the years ended December 31, 2015, 2014, and 2013 (amounts in thousands).
 
 
For the years ended
December 31,
 
 
2015
 
2014
 
2013
Net cash provided by operating activities
 
$
352,882

 
$
285,745

 
$
255,349

Net cash used in investing activities
 
(120,707
)
 
(127,885
)
 
(37,854
)
Net cash used in financing activities
 
(225,631
)
 
(142,573
)
 
(196,194
)
Net increase in cash and cash equivalents
 
$
6,544

 
$
15,287

 
$
21,301

Operating Activities
Net cash provided by operating activities increased $67.2 million to $352.9 million for the year ended December 31, 2015 from $285.7 million for the year ended December 31, 2014. The overall increase in net cash provided by operating activities is primarily due to an increase in Income from property operations of $25.8 million, a decrease in Escrow deposits, goodwill and other assets of $21.9 million, and an increase of $10.9 million in Accrued expenses and accounts payable. Net cash provided by operating activities increased $30.4 million to $285.7 million for the year ended December 31, 2014 from $255.3 million for the year ended December 31, 2013. The increase in cash provided by operating activities is primarily due to an increase of approximately $61.2 million in income from continuing operations and an increase of $9.1 million in escrow deposits, goodwill and other assets offset by the 2013 Income from discontinued operations of approximately $48.7 million.
Investing Activities
Net cash used in investing activities was $120.7 million for the year ended December 31, 2015 compared to $127.9 million for the year ended December 31, 2014. Significant components of net cash used in investing activities include:
•
We paid approximately $23.7 million in 2015 to acquire the Bogue Pines manufactured home property, Whispering Pines RV Resort, and Miami Everglades RV Resort, which resulted in an additional 731 Sites. In 2014, we paid approximately $81.4 million to acquire the Blackhawk, Lakeland, Pine Acres, Echo Farms, Mays Landing, Space Coast, and Mesa Spirit RV resorts, as well as the Colony Cove land purchase. These acquisitions contributed an additional 3,868 Sites to our portfolio (see Note 5 to the Consolidated Financial Statements for a description of our recent acquisitions).
•
We received approximately $2.1 million in proceeds in 2014 from the condemnation of a certain parcel at our Seyenna Vista Property (see Note 5 to the Consolidated Financial Statements for further description of the sale).
•
We received approximately $10.6 million in 2014 of net deferred exchange deposits which were used to acquire the Blackhawk and Lakeland RV Resorts.
•
We contributed approximately $4.0 million to the ECHO JV in 2015 compared to the $3.5 million we contributed in 2014. Additionally, during the years ended 2015 and 2014, we received $3.7 million and $5.9 million, respectively, in distributions from various joint ventures. Approximately $1.4 million and $2.4 million, respectively, of the distributions made to us, using proceeds generated by refinancing transactions, exceeded our basis in our joint venture and, as such, were recorded as income. (see Note 6 to the Consolidated Financial Statements for a description of our joint ventures).
•
We received approximately $10.5 million of repayments on notes receivable in 2015 compared to $14.9 million in 2014 partially offset by new notes receivable of $9.8 million in 2015 compared to $9.4 million in 2014.
•
We paid approximately $93.8 million and $63.7 million for capital improvements for the years ended December 31, 2015 and 2014, respectively (see Capital Improvements table below).

44
Management's Discussion (continued)

Capital improvements
The table below summarizes capital improvements activity for the years ended December 31, 2015, 2014, and 2013 (amounts in thousands).
 
 
For the years ended December 31,(1)
 
 
2015
 
2014
 
2013
Recurring Capital Expenditures (2)
 
$
36,780

 
$
24,877

 
$
24,881

Property upgrades and site development
 
13,677

 
9,219

 
591

New home investments (3)
 
35,420

 
17,629

 
23,553

Used home investments
 
7,010

 
10,119

 
14,731

Total Property
 
92,887

 
61,844

 
63,756

Corporate
 
912

 
1,877

 
958

Total Capital improvements
 
$
93,799

 
$
63,721

 
$
64,714

__________________________________________________
(1)
Excludes non-cash activity of approximately $0.9 million, $1.4 million and $2.6 million of used homes acquired by repossessions of Chattel Loans collateral for the years ended December 31, 2015, 2014 and 2013, respectively.
(2)
Recurring capital expenditures are primarily comprised of common area improvements, furniture, and mechanical improvements.
(3)
Excludes new home investments associated with our ECHO JV.
Financing Activities
Net cash used in financing activities was $225.6 million for the year ended December 31, 2015 compared to net cash used in financing activities of $142.6 million for the year ended December 31, 2014. Significant components of net cash used in financing activities include:
•
We received $395.3 million in financing proceeds in 2015 compared to $169.0 million in financing proceeds in 2014 (see Note 8 to the Consolidated Financial Statements for a description of our borrowing arrangements).
•
We paid approximately $37.4 million of amortizing principal debt, approximately $48.7 million of maturing mortgages, defeased approximately $370.2 million of debt and paid approximately $24.1 million in debt issuance and defeasance costs as well as early debt retirement costs in 2015. This compares to the approximately $34.2 million of amortizing principal debt, approximately $90.0 million of maturing mortgages, the refinancing of a $53.8 million loan secured by our Colony Cove community and approximately $11.7 million in debt issuance and early debt retirement costs in 2014. (see Note 8 to the Consolidated Financial Statements for a description of our borrowing arrangements).
•
We made distributions of approximately $141.8 million in 2015 to common stockholders, common OP Unitholders and preferred stockholders and paid approximately $0.5 million for offering costs and other expenses, 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 to the Consolidated Financial Statements for a description of our equity transactions).
•
We made distributions of approximately $120.7 million in 2014 to common stockholders, common OP Unitholders and preferred stockholders, paid approximately $1.9 million in stock repurchase and redemption costs, and paid approximately $0.6 million for offering costs and other expenses, offset by proceeds received of approximately $1.3 million from the exercise of stock options and the sale of shares through the employee stock purchase program (see Note 4 to the Consolidated Financial Statements for a description of our equity transactions).

45
Management's Discussion (continued)

Contractual Obligations
As of December 31, 2015, we were subject to certain contractual payment obligations as described in the table below (amounts in thousands):

 
 
Total (5)
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
Long Term Borrowings (1)
 
$
2,136,867

 
$
119,122

 
$
97,531

 
$
230,046

 
$
231,393

 
$
348,413

 
$
1,110,362

Interest Expense (2)
 
691,775

 
100,192

 
92,490

 
83,251

 
68,566

 
53,341

 
293,935

Operating Lease
 
12,622

 
2,097

 
2,171

 
2,221

 
2,062

 
2,011

 
2,060

LOC Maintenance Fee (3)
 
2,064

 
813

 
811

 
440

 
—

 
—

 
—

Ground Lease (4)
 
18,911

 
1,967

 
1,970

 
1,964

 
1,968

 
1,968

 
9,074

Total Contractual Obligations
 
$
2,862,239

 
$
224,191


$
194,973

 
$
317,922

 
$
303,989

 
$
405,733

 
$
1,415,432

Weighted average interest rates - Long Term Borrowings
 
4.48
%
 
4.79
%
 
4.72
%
 
4.63
%
 
4.42
%
 
4.52
%
 
4.29
%
 _____________________
(1)
Balance excludes note premiums of $8.8 million. Balances include debt maturing and scheduled periodic payments.
(2)
Amounts include interest expected to be incurred on our secured debt based on obligations outstanding as of December 31, 2015.
(3)
As of December 31, 2015, assumes we will not exercise our one year extension option on July 17, 2018 and assumes we will maintain our current leverage ratios as defined by the LOC.
(4)
We also lease land under non-cancelable operating leases at certain of the Properties expiring in various years from 2017 to 2054. The majority of the lease terms require twelve equal payments per year plus additional rents calculated as a percentage of gross revenues.
(5)
We do not include insurance, property taxes and cancelable contracts in the contractual obligations table.
We believe that we will be able to refinance our maturing debt obligations on a secured or unsecured basis; however, to the extent we are unable to refinance our debt as it matures, we believe that we will be able to repay such maturing debt through available cash as well as operating cash flow, asset sales and/or the proceeds from equity issuances. With respect to any refinancing of maturing debt, our future cash flow requirements could be impacted by significant changes in interest rates or other debt terms, including required amortization payments. As of December 31, 2015, approximately 31.0% of our outstanding secured debt is fully amortizing.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. We believe that the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. For a summary of our significant accounting policies, see Note 2 of the notes to the Consolidated Financial Statements.
Impairment of Long-Lived Assets and unconsolidated joint ventures
We review our Properties for impairment whenever events or changes in circumstances indicate that the carrying value of the Property may not be recoverable. 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:
•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;
•changes in market rental rates; and
•Physical damage or environmental indicators.
Any adverse changes in these factors could cause an impairment in our assets, including real estate and investments in unconsolidated joint venture partnerships.
Revenue Recognition and Allowance for Doubtful Accounts
In conjunction with the acquisition of the Thousand Trails business, we decided to account for the entry of right-to-use contracts in accordance with the Codification Topic "Revenue Recognition" ("FASB ASC 605") based on correspondence with the Office of the Chief Accountant at the SEC. 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

46
Management's Discussion (continued)

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. We will recognize the upfront nonrefundable payments over the estimated customer life. For 2015, the customer life was estimated to be 31 years and was based upon our experience operating the membership platform since 2008. For example, we have currently estimated that 2.9% of customers who enter a new right-to-use contract will terminate their contract after the fifth year. Therefore, the upfront nonrefundable payments from 2.9% 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 2.9% of our 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. We continue 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.
We evaluate all amounts receivable from customers and an allowance is established based on our assessment of collectibility for amounts greater than 30 days past due. Our allowance for uncollectible rents receivable was approximately $4.5 million and $5.1 million as of December 31, 2015 and 2014, respectively. We 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.
Business Combinations
Our method for allocating the purchase price to acquired investments in real estate requires us to make subjective assessments for determining fair value of the assets acquired and liabilities assumed. This includes determining the value of the buildings, land and improvements, construction in progress, ground leases, in-place leases, above and/or below market leases, purchase option intangible assets and/or liabilities, and any debt assumed. We determine and allocate the purchase price of an acquired company to the tangible and intangible assets acquired and liabilities assumed as of the business combination date. The purchase price allocation process requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date. We utilize third-party valuation companies to help us determine certain fair value estimates used for assets and liabilities.
While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchase price allocation period, which is generally one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements with any unconsolidated investments or joint ventures that we believe have or are reasonably likely to have a material effect on our 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 us with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize our risks of inflation. In addition, our resort Properties are not generally subject to leases and rents are established for these Sites on an annual basis. Our 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.
Funds From Operations
Funds from Operations ("FFO") is a non-GAAP financial measure. We believe 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.
We define FFO as net income, computed in accordance with GAAP, excluding gains and actual or estimated losses from sales of Properties, plus real estate related depreciation and amortization, impairments, if any, 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. We receive upfront nonrefundable payments from the entry of right-to-use contracts. In accordance with GAAP, the upfront nonrefundable 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, we believe that it is appropriate to adjust for the impact of the deferral activity in our calculation of FFO.

47
Management's Discussion (continued)

Normalized Funds from Operations ("Normalized FFO") is a non-GAAP measure. We define Normalized FFO as FFO excluding the following non-operating income and expense items: a) the financial impact of contingent consideration; b) gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs; c) property acquisition and other transaction costs related to mergers and acquisitions; and d) other miscellaneous non-comparable items.
We believe that FFO and Normalized FFO are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of depreciation, amortization and actual or estimated gains or 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. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences not related to our operations. For example, we believe that excluding the early extinguishment of debt, property acquisition and other transaction costs related to mergers and acquisitions and the change in fair value of our contingent consideration asset from Normalized FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the Properties. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.
Investors should review FFO and Normalized 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. We compute FFO in accordance with our 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 we do. Normalized FFO presented herein is not necessarily comparable to normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount. FFO and Normalized FFO do not represent cash generated from operating activities in accordance with GAAP, nor do they 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 our financial performance, or to cash flow from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.
The following table presents a calculation of FFO and Normalized FFO for the years ended December 31, 2015, 2014 and 2013 (amounts in thousands):
 
2015
 
2014
 
2013
Computation of funds from operations:
 
 
 
 
 
Net income available for Common Stockholders
$
130,145

 
$
118,731

 
$
106,919

Income allocated to common OP Units
11,141

 
10,463

 
9,706

Right-to-use contract upfront payments, deferred, net
4,231

 
5,501

 
5,694

Right-to-use contract commissions, deferred, net
(1,556
)
 
(2,617
)
 
(2,410
)
Depreciation on real estate assets
102,934

 
100,159

 
101,694

Depreciation on real estate assets, discontinued operations
—

 
—

 
1,536

Depreciation on rental homes
10,675

 
10,906

 
6,535

Amortization of in-place leases
2,358

 
3,999

 
1,940

Depreciation on unconsolidated joint ventures
1,081

 
903

 
960

Gain on sale of property
—

 
(1,457
)
 
(41,525
)
FFO available for Common Stockholders
$
261,009

 
$
246,588

 
$
191,049

Change in fair value of contingent consideration asset
—

 
(65
)
 
1,442

Transaction costs
1,130

 
1,647

 
1,963

Early debt retirement
16,913

 
5,087

 
37,844

Normalized FFO available for Common Stockholders
$
279,052

 
$
253,257

 
$
232,298

Weighted average common shares outstanding—fully diluted
91,907

 
91,511

 
91,196


48


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. Our earnings, cash flows and fair values relevant to financial instruments are dependent on prevailing market interest rates. The primary market risk we face related to our long-term indebtedness is the ability to refinance maturing mortgages. The fair value of our long-term debt obligations is affected by changes in market interest rates with scheduled maturities from 2016 to 2040. At December 31, 2015, approximately 100% or approximately $1.9 billion of our outstanding secured debt had fixed interest rates with scheduled maturities from 2016 to 2040, which minimizes the market risk until the debt matures. In addition, approximately 31.0% of our outstanding secured debt is fully amortizing further reducing the market risk. For each increase in interest rates of 1% (or 100 basis points), the fair value of the total outstanding debt would decrease by approximately $201.6 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 $225.1 million. If interest rates were to increase or decrease by 1%, there would be no effect on interest expense or cash flows as our outstanding secured debt has fixed interest rates.
As of December 31, 2015, $80.6 million, including note premiums of approximately $0.3 million, of our outstanding secured debt was short-term. Our $200.0 million unsecured Term Loan has variable rates based on LIBOR plus 1.35% to 1.95% per annum. However, the 2014 Swap fixes the underlying LIBOR rate at 1.04% per annum for the first three years. (See Note 8 to the Consolidated Financial Statements for definitions of Term Loan and 2014 Swap).

49


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 our expectations, goals or intentions regarding the future, and the expected effect of our acquisitions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including, but not limited to:
•
our ability to control costs, real estate market conditions, the actual rate of decline in customers, the actual use of Sites by customers and our success in acquiring new customers at our Properties (including those that we may acquire);
•
our ability to maintain historical or increase future rental rates and occupancy with respect to Properties currently owned or that we may acquire;
•
our ability to retain and attract customers renewing, upgrading and entering right-to-use contracts;
•
our assumptions about rental and home sales markets;
•
our ability to manage counter-party risk;
•
in the age-qualified Properties, home sales results could be impacted by the ability of potential home buyers 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 recent acquisitions and our estimates regarding the future performance of recent acquisitions;
•
the completion of future transactions in their entirety, if any, and timing and effective integration with respect thereto;
•
unanticipated costs or unforeseen liabilities associated with 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;"
•
the outcome of pending or future lawsuits filed against us, including those disclosed in our filings with the Securities and Exchange Commission, by tenant groups seeking to limit rent increases and/or seeking large damage awards for our alleged failure to properly maintain certain Properties or other tenant related matters, such as the case currently pending in the California Court of Appeal, Sixth Appellate District, Case No. H041913, involving our California Hawaiian manufactured home property, including any further proceedings on appeal or in the trial court; and
•
other risks indicated from time to time in our 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. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

50


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.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), maintain a system of disclosure controls and procedures, designed to provide reasonable assurance that information we are required to disclose in the reports that we file 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 we will detect or uncover failures to disclose material information otherwise required to be set forth in our periodic reports.
Our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2015. Based on that evaluation as of the end of the period covered by this annual report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to give reasonable assurances to the timely collection, evaluation and our disclosure of information 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, 2015.
Changes in Internal Control Over Financial Reporting
There were no material changes in our internal control over financial reporting during the year ended December 31, 2015.
Report of Management on Internal Control Over Financial Reporting
Our management 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. Our 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, we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in "Internal Control-Integrated Framework" (2013 framework).
The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by our independent registered public accounting firm, as stated in their report on Page F-2 of the Consolidated Financial Statements.


50


Item 9B. Other Information
Pursuant to the authority granted in our 2014 Equity Incentive Plan, on November 2, 2015 the Compensation Committee recommended the annual awards of restricted common stock (the "2016 Board Chairperson Awards") 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 for services rendered in 2016. On November 3, 2015, the Board of Directors approved the 2016 Board Chairperson Awards. The recipients of the 2016 Board Chairperson Awards were allowed to elect to take these shares as options to purchase the number of shares of our common stock equal to five times the number of shares of restricted stock that would have been awarded, with such election being made prior to or on the grant date. All recipients elected to receive the 2016 Board Chairperson Awards as restricted common stock. On February 1, 2016, Mr. Samuel Zell was awarded 40,000 shares of restricted common stock for his service as Chairman of the Board; Ms. Sheli Rosenberg was awarded 1,928 shares of restricted common stock for her service as Compensation Committee Chairperson and Lead Director; Mr. Howard Walker was awarded 1,928 shares of restricted common stock for his service as Executive Committee Chairperson; and Mr. Phil Calian was awarded 1,928 shares of restricted common stock for his service as Audit Committee Chairperson. The shares awarded to Ms. Rosenberg, Mr. Walker and Mr. Calian were determined by dividing $130,000 by the closing price for a share of our common stock on the grant date of February 1, 2016. One-third of the shares awarded under the 2016 Board Chairperson Awards will vest on each of December 31, 2016, December 31, 2017 and December 31, 2018.


51



PART III
Items 10 and 11 Directors, Executive Officers and Corporate Governance, and Executive Compensation
The information required by Items 10 and 11 will be contained in the Proxy Statement on Schedule 14A for the 2016 Annual Meeting and is therefore incorporated by reference, and thus Items 10 and 11 have 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)
865,600

 
23.12

 
—

Equity compensation plans approved by security holders (2)
—

 
—

 
3,405,321

Equity compensation plans not approved by security holders (3)
N/A

 
N/A

 
480,340

Total
865,600

 
23.12

 
3,885,661

_________________________________ 
(1)
Represents shares of common stock under our Stock Option and Award Plan adopted in December 1992, prior to its expiration.
(2)
Represents shares of common stock under our Equity Incentive Plan effective May 13, 2014 (the "2014 Plan").
(3)
Represents shares of common stock under our 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 may 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 2015 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 Accounting Fees and Services
The information required by Item 13 and Item 14 will be contained in the Proxy Statement on Schedule 14A for the 2016 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.











52



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 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 us may be found elsewhere in this Annual Report on Form 10-K and our other public filings, which are available without charge through the SEC's website at http://www.sec.gov. 
3.1(e)
Amended and Restated Articles of Incorporation of Equity Lifestyle Properties, Inc. effective May 15, 2007
 
 
3.2(f)
Second Amended and Restated Bylaws effective August 8, 2007
 
 
3.3(j)
Articles Supplementary designating our 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $2,500.00 per share, par value $0.01 per share
 
 
3.4(k)
Articles of Amendment of Equity Lifestyle Properties, Inc, effective November 26, 2013
 
 
4.1(h)
Form of Specimen Stock Certificate Evidencing the Common Stock of Equity LifeStyle Properties, Inc., par value $0.01 per share
 
 
4.2(i)
Form of Depositary Agreement, among us, American Stock Transfer & Trust Company, LLC, as Depositary, and the holders from time to time of the Depositary Shares
 
 
4.3(j)
Specimen Stock Certificate Evidencing our 6.75% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $2,500.00 per share, par value $0.01 per share
 
 
4.4(j)
Specimen Receipt Evidencing the Depositary Shares
 
 
10.1(a)
Second Amended and Restated MHC Operating Limited Partnership Agreement of Limited Partnership, dated March 15, 1996
 
 
10.2(c)
Amendment to Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership, dated February 27, 2004
 
 
10.3(l)
Second Amendment to the Second Amended and Restated Agreement of Limited Partnership for MHC Operating Limited Partnership effective as of December 31, 2013
 
 
10.4(b)
Equity LifeStyle Properties, Inc. 1997 Non-Qualified Employee Stock Purchase Plan
 
 
10.5(m)
Equity LifeStyle Properties, Inc. 2014 Equity Incentive Plan effective May 13, 2014 (the "Plan")
 
 

53


10.6(d)
Amendment of Non-Qualified Employee Stock Purchase Plan dated May 3, 2006
 
 
10.7(d)
Form of Indemnification Agreement
 
 
10.8(g)
Form of Trust Agreement Establishing Howard Walker Deferred Compensation Trust, dated December 8, 2000
 
 
10.9(o)
Amended, Restated and Consolidated Credit Agreement, dated July 17, 2014, by and among Equity Lifestyle
Properties, Inc. MHC Operating Limited Partnership, Wells Fargo Bank, N.A. and each of the Lenders set forth
therein dated July 17, 2014
 
 
10.10(o)
Amended, Restated and Consolidated Guaranty dated July 17, 2014 by Equity Lifestyle Properties, Inc. in favor
of Wells Fargo Bank, N.A dated July 17, 2014
 
 
10.11(q)
Equity Distribution Agreement, dated May 4, 2015, by and among Equity LifeStyle Properties, Inc., MHC Operating Limited Partnership and RBC Capital Markets, LLC

 
 
10.12(q)
Equity Distribution Agreement, dated May 4, 2015, by and among Equity LifeStyle Properties, Inc., MHC Operating Limited Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated

 
 
10.13(q)
Equity Distribution Agreement, dated May 4, 2015, by and among Equity LifeStyle Properties, Inc., MHC Operating Limited Partnership and SunTrust Robinson Humphrey, Inc

 
 
10.14(q)
Equity Distribution Agreement, dated May 4, 2015, by and among Equity LifeStyle Properties, Inc., MHC Operating Limited Partnership and Wells Fargo Securities, LLC

 
 
10.15(n)
Form of Restricted Share Award Agreement for the Plan
 
 
10.16(n)
Form of Option Award Agreement for the Plan
 
 
12(r)
Computation of Ratio of Earnings to Fixed Charges
 
 
14(p)
Equity LifeStyle Properties, Inc. Business Ethics and Conduct Policy, dated November 5, 2014
 
 
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 16, 2016
 
 
24.2(r)
Power of Attorney for David J. Contis dated February 17, 2016
 
 
24.3(r)
Power of Attorney for Thomas E. Dobrowski dated February 18, 2016
 
 
24.4(r)
Power of Attorney for Thomas P. Heneghan dated February 16, 2016
 
 
24.5(r)
Power of Attorney for Tao Huang dated February 22, 2016
 
 
24.6(r)
Power of Attorney for Sheli Z. Rosenberg dated February 17, 2016
 
 
24.7(r)
Power of Attorney for Howard Walker dated February 17, 2016
 
 
24.8(r)
Power of Attorney for Gary Waterman dated February 18, 2016
 
 
24.9(r)
Power of Attorney for William Young dated February 22, 2016
 
 
24.10(r)
Power of Attorney for Samuel Zell dated February 17, 2016
 
 
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
 
 
101(r)
The following materials from Equity LifeStyle Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, 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.



54



The following documents are incorporated herein by reference.
 
(a) 
Included as an exhibit to our Report on Form 10-Q for the quarter ended June 30, 1996
(b) 
Included as Exhibit A to our definitive Proxy Statement dated March 28, 1997, relating to Annual Meeting of Stockholders held on May 13, 1997
(c) 
Included as an exhibit to our Report on Form 10-K dated December 31, 2005
(d) 
Included as an exhibit to our Report on Form 10-K dated December 31, 2006
(e) 
Included as an exhibit to our Report on Form 8-K dated May 18, 2007
(f) 
Included as an exhibit to our Report on Form 8-K dated August 8, 2007
(g) 
Included as an exhibit to our Report on Form 8-K dated December 8, 2000, filed on September 25, 2008
(h) 
Included as an exhibit to our Report on Form S-3 ASR dated May 6, 2009
(i) 
Included as an exhibit to our Schedule TO/13E-3 dated August 23, 2012
(j) 
Included as an exhibit to our Form 8-A dated September 14, 2012
(k) 
Included as an exhibit to our Report on Form 8-K dated November 25, 2013
(l) 
Included as an exhibit to our Report on Form 8-K dated January 2, 2014
(m) 
Included as Appendix B to our Definitive Proxy Statement dated March 24, 2014
(n) 
Included as an exhibit to our Report on Form 8-K dated May 13, 2014
(o) 
Included as an exhibit to our Report on Form 8-K dated July 17, 2014
(p) 
Included as an exhibit to our Report on Form 10-K dated December 31, 2014
(q) 
Included as an exhibit to our Report on Form 8-K dated May 4, 2015
(r) 
Filed herewith


55


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 23, 2016
 
By:
/s/    MARGUERITE NADER        
 
 
 
 
Marguerite Nader
 
 
 
President and Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
Date:
February 23, 2016
 
By:
/s/    PAUL SEAVEY       
 
 
 
 
Paul Seavey
 
 
 
 
Executive Vice President, Chief Financial
Officer and Treasurer
 
 
 
 
(Principal Financial Officer)
 
 
 
 
Date:
February 23, 2016
 
By:
/s/    Ann Wallin        
 
 
 
 
Ann Wallin
 
 
 
 
Vice President and
Chief Accounting Officer
 
 
 
 
(Principal Accounting Officer)

56


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 23, 2016
Marguerite Nader
 
 
 
 
 
 
 
/s/  PAUL SEAVEY
  
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) *Attorney in Fact
 
February 23, 2016
Paul Seavey
 
 
 
 
 
 
 
/s/  ANN WALLIN
 
Vice President and Chief Accounting Officer (Principal Accounting Officer)
 
February 23, 2016
Ann Wallin
 
 
 
 
 
 
 
 
 
*SAMUEL ZELL
  
Chairman of the Board
 
February 23, 2016
Samuel Zell
 
 
 
 
 
 
 
*HOWARD WALKER
  
Co-Vice-Chairman of the Board
 
February 23, 2016
Howard Walker
 
 
 
 
 
 
 
*THOMAS P. HENEGHAN
  
Co-Vice-Chairman of the Board
 
February 23, 2016
Thomas P. Heneghan
 
 
 
 
 
 
 
*PHILIP C. CALIAN
  
Director
 
February 23, 2016
Philip C. Calian
 
 
 
 
 
 
 
*DAVID J. CONTIS
  
Director
 
February 23, 2016
David J. Contis
 
 
 
 
 
 
 
 
 
*THOMAS E. DOBROWSKI
 
Director
 
February 23, 2016
Thomas E. Dobrowski
 
 
 
 
 
 
 
* TAO HUANG
  
Director
 
February 23, 2016
Tao Huang
 
 
 
 
 
 
 
* SHELI Z. ROSENBERG
  
Director
 
February 23, 2016
Sheli Z. Rosenberg
 
 
 
 
 
 
 
 
 
*GARY WATERMAN
  
Director
 
February 23, 2016
Gary Waterman
 
 
 
 
 
 
 
 
 
*WILLIAM YOUNG
 
Director
 
February 23, 2016
William Young
 
 
 
 


57




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, 2015 and 2014
 
 
 
 
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
 
 
 
 
Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013
 
 
 
 
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
 
 
 
 
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 us.
 

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, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (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, 2015, 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, 2015 and 2014, 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, 2015, and the financial statement schedule listed in the Index to the financial statements of Equity Lifestyle Properties, Inc., and our report dated February 23, 2016, expressed an unqualified opinion thereon.



/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
February 23, 2016
 


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, 2015 and 2014, 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, 2015. Our audits also included the financial statement schedule listed in the Index to the 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, Inc. at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, 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.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method for reporting discontinued operations effective January 1, 2014.

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, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2016 expressed an unqualified opinion thereon.



/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
February 23, 2016

 


F-3


Equity LifeStyle Properties, Inc.
Consolidated Balance Sheets
As of December 31, 2015 and 2014
(amounts in thousands, except for share and per share data)
 
December 31,
2015
 
December 31,
2014
Assets
 
 
 
Investment in real estate:
 
 
 
Land
$
1,101,676

 
$
1,091,550

Land improvements
2,787,882

 
2,734,304

Buildings and other depreciable property
588,041

 
562,059

 
4,477,599

 
4,387,913

Accumulated depreciation
(1,282,423
)
 
(1,169,492
)
Net investment in real estate
3,195,176

 
3,218,421

Cash
80,258

 
73,714

Notes receivable, net
35,463

 
37,137

Investment in unconsolidated joint ventures
17,741

 
13,512

Deferred financing costs, net
23,368

 
21,833

Deferred commission expense
30,865

 
28,589

Escrow deposits, goodwill and other assets, net
37,190

 
53,133

Total Assets
$
3,420,061

 
$
3,446,339

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Mortgage notes payable
$
1,945,713

 
$
2,012,246

Term loan
200,000

 
200,000

Unsecured line of credit
—

 
—

Accrued expenses and accounts payable
76,044

 
64,520

Deferred revenue—upfront payments from right-to-use contracts
78,405

 
74,174

Deferred revenue—right-to-use annual payments
9,878

 
9,790

Accrued interest payable
8,715

 
9,496

Rents and other customer payments received in advance and security deposits
74,300

 
67,463

Distributions payable
34,315

 
29,623

Total Liabilities
2,427,370

 
2,467,312

Equity:
 
 
 
     Stockholders' Equity:
 
 
 
Preferred stock, $0.01 par value 9,945,539 and 9,765,900 shares authorized as of December 31, 2015 and 2014, respectively; none issued and outstanding. As of December 31, 2014 includes 179,639 authorized shares 6% Series D Cumulative Preferred stock authorized; none issued and outstanding.
—

 
—

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, 2015 and December 31, 2014 at liquidation value
136,144

 
136,144

Common stock, $0.01 par value 200,000,000 shares authorized as of December 31, 2015 and December 31, 2014; 84,253,065 and 83,879,779 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
843

 
838

Paid-in capital
1,039,140

 
1,029,601

Distributions in excess of accumulated earnings
(250,506
)
 
(254,209
)
Accumulated other comprehensive loss
(553
)
 
(381
)
Total Stockholders' Equity
925,068

 
911,993

Non-controlling interests – Common OP Units
67,623

 
67,034

Total Equity
992,691

 
979,027

Total Liabilities and Equity
$
3,420,061

 
$
3,446,339









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, 2015, 2014, and 2013
(amounts in thousands, except for share and per share data)
 
2015
 
2014
 
2013
Revenues:
 
 
 
 
 
Community base rental income
$
442,046

 
$
426,886

 
$
409,801

Rental home income
14,012

 
14,827

 
14,267

Resort base rental income
184,760

 
163,968

 
147,234

Right-to-use annual payments
44,443

 
44,860

 
47,967

Right-to-use contracts current period, gross
12,783

 
13,892

 
13,815

Right-to-use contract upfront payments, deferred, net
(4,231
)
 
(5,501
)
 
(5,694
)
Utility and other income
76,153

 
70,209

 
63,800

Gross revenues from home sales
33,150

 
28,418

 
17,871

Brokered resale revenues and ancillary services revenues, net
4,149

 
3,850

 
4,212

Interest income
7,030

 
8,347

 
8,260

Income from other investments, net
7,359

 
7,053

 
7,515

Total revenues
821,654

 
776,809

 
729,048

Expenses:
 
 
 
 
 
Property operating and maintenance
254,668

 
243,914

 
229,897

Rental home operating and maintenance
7,167

 
7,441

 
7,474

Real estate taxes
50,962

 
48,714

 
48,279

Sales and marketing, gross
11,751

 
12,418

 
13,509

Right-to-use contract commissions, deferred, net
(1,556
)
 
(2,617
)
 
(2,410
)
Property management
44,528

 
42,638

 
40,193

Depreciation on real estate assets and rental homes
113,609

 
111,065

 
108,229

Amortization of in-place leases
2,358

 
3,999

 
1,940

Cost of home sales
32,279

 
26,747

 
17,296

Home selling expenses
3,191

 
2,342

 
2,085

General and administrative
30,644

 
27,410

 
28,211

Property rights initiatives and other
2,986

 
2,923

 
2,771

Early debt retirement
16,913

 
5,087

 
37,844

Interest and related amortization
105,731

 
112,295

 
118,522

Total expenses
675,231

 
644,376

 
653,840

Income from continuing operations before equity in income of unconsolidated joint ventures and gain on sale of property
146,423

 
132,433

 
75,208

    Equity in income of unconsolidated joint ventures
4,089

 
4,578

 
2,039

    Gain on sale of property
—

 
1,457

 
—

Consolidated income from continuing operations
150,512

 
138,468

 
77,247

 Discontinued Operations:
 
 
 
 
 
Income from discontinued operations before gain on sale of property
—

 
—

 
7,133

Gain on sale of property, net of tax
—

 
—

 
41,525

Consolidated income from discontinued operations
—

 
—

 
48,658

 Consolidated net income
150,512

 
138,468

 
125,905

 
 
 
 
 
 
Income allocated to non-controlling interests – Common OP Units
(11,141
)
 
(10,463
)
 
(9,706
)
Series C Redeemable Perpetual Preferred Stock Dividends
(9,226
)
 
(9,274
)
 
(9,280
)
Net income available for Common Stockholders
$
130,145

 
$
118,731

 
$
106,919

 
 
 
 
 
 
Consolidated net income
$
150,512

 
$
138,468

 
$
125,905

Other comprehensive income (loss) ("OCI"):
 
 
 
 
 
Adjustment for fair market value of swap
(172
)
 
546

 
1,663

Consolidated comprehensive income
150,340

 
139,014

 
127,568

Comprehensive income allocated to non-controlling interests – Common OP Units
(11,126
)
 
(10,506
)
 
(9,845
)
Series C Redeemable Perpetual Preferred Stock Dividends
(9,226
)
 
(9,274
)
 
(9,280
)
Comprehensive income attributable to Common Stockholders
$
129,988

 
$
119,234

 
$
108,443








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, 2015, 2014, and 2013
(amounts in thousands, except for share and per share data)
 
 
2015
 
2014
 
2013
Earnings per Common Share – Basic:
 
 
 
 
 
Income from continuing operations
$
1.55

 
$
1.42

 
$
0.75

Income from discontinued operations
—

 
—

 
0.54

Net income available for Common Stockholders
$
1.55

 
$
1.42

 
$
1.29

Earnings per Common Share – Fully Diluted:
 
 
 
 
 
Income from continuing operations
$
1.54

 
$
1.41

 
$
0.75

Income from discontinued operations
—

 
—

 
0.53

Net income available for Common Stockholders
$
1.54

 
$
1.41

 
$
1.28

 
 
 
 
 
 
Weighted average Common Shares outstanding – basic
84,031

 
83,362

 
83,018

Weighted average Common Shares outstanding – fully diluted
91,907

 
91,511

 
91,196


 








 
 































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, 2015, 2014, and 2013
(amounts in thousands)
 
 
Common
Stock
 
Paid-in
Capital
 
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, 2012
$
832

 
$
1,012,514

 
$
136,144

 
$
(287,652
)
 
$
65,054

 
$
(2,590
)
 
$
924,302

Conversion of Common OP Units to Common Stock
—

 
280

 
—

 
—

 
(280
)
 
—

 
—

Issuance of Common Stock through exercise of options
1

 
247

 
—

 
—

 
—

 
—

 
248

Issuance of Common Stock through employee stock purchase plan
1

 
719

 
—

 
—

 
—

 
—

 
720

Compensation expenses related to stock options and restricted stock
—

 
5,952

 
—

 
—

 
—

 
—

 
5,952

Repurchase of Common Stock or Common OP Units
—

 
(1,121
)
 
—

 
—

 
—

 
—

 
(1,121
)
Adjustment for Common OP Unitholders in the Operating Partnership
—

 
6,730

 
—

 
—

 
(6,730
)
 
—

 
—

Adjustment for fair market value of swap
—

 
—

 
—

 
—

 
—

 
1,663

 
1,663

Release of common shares from escrow
—

 
(3,412
)
 
—

 
—

 
—

 
—

 
(3,412
)
Net income
—

 
—

 
9,280

 
106,919

 
9,706

 
—

 
125,905

Distributions
—

 
—

 
(9,280
)
 
(83,350
)
 
(7,564
)
 
—

 
(100,194
)
Issuance of OP Units
—

 
—

 
—

 
—

 
9,686

 
—

 
9,686

Other
—

 
(544
)
 
—

 
—

 
—

 
—

 
(544
)
Balance, December 31, 2013
$
834

 
$
1,021,365

 
$
136,144

 
$
(264,083
)
 
$
69,872

 
$
(927
)
 
$
963,205

Conversion of Common OP Units to Common Stock
4

 
4,091

 
—

 
—

 
(4,095
)
 
—

 
—

Issuance of Common Stock through employee stock purchase plan
1

 
1,327

 
—

 
—

 
—

 
—

 
1,328

Compensation expenses related to stock options and restricted stock
—

 
7,568

 
—

 
—

 
—

 
—

 
7,568

Repurchase of Common Stock or Common OP Units
—

 
(1,870
)
 
—

 
—

 
—

 
—

 
(1,870
)
Adjustment for Common OP Unitholders in the Operating Partnership
—

 
(727
)
 
—

 
—

 
727

 
—

 
—

Adjustment for fair market value of swap
—

 
—

 
—

 
—

 
—

 
546

 
546

Release of common shares from escrow
(1
)
 
(1,933
)
 
—

 
—

 
—

 
—

 
(1,934
)
Net income
—

 
—

 
9,274

 
118,731

 
10,463

 
—

 
138,468

Distributions
—

 
—

 
(9,274
)
 
(108,857
)
 
(9,558
)
 
—

 
(127,689
)
Other
—

 
(220
)
 
—

 
—

 
(375
)
 
—

 
(595
)
Balance, December 31, 2014
$
838

 
$
1,029,601

 
$
136,144

 
$
(254,209
)
 
$
67,034

 
$
(381
)
 
$
979,027

Conversion of Common OP Units to Common Stock
—

 
225

 
—

 
—

 
(225
)
 
—

 
—

Issuance of Common Stock through exercise of options
2

 
3,814

 
—

 
—

 
—

 
—

 
3,816

Issuance of Common Stock through employee stock purchase plan
—

 
1,083

 
—

 
—

 
—

 
—

 
1,083

Compensation expenses related to restricted stock
—

 
8,582

 
—

 
—

 
—

 
—

 
8,582

Repurchase of Common Stock or Common OP Units
—

 
(3,201
)
 
—

 
—

 
—

 
—

 
(3,201
)
Adjustment for Common OP Unitholders in the Operating Partnership
—

 
(496
)
 
—

 
—

 
496

 
—

 
—

Adjustment for fair market value of swap
—

 
—

 
—

 
—

 
—

 
(172
)
 
(172
)
Net income
—

 
—

 
9,226

 
130,145

 
11,141

 
—

 
150,512

Distributions
—

 
—

 
(9,226
)
 
(126,416
)
 
(10,823
)
 
—

 
(146,465
)
Other
3

 
(468
)
 
—

 
(26
)
 
—

 
—

 
(491
)
Balance, December 31, 2015
$
843

 
$
1,039,140

 
$
136,144

 
$
(250,506
)
 
$
67,623

 
$
(553
)
 
$
992,691


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

F-7


Equity LifeStyle Properties, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2015, 2014, and 2013
(amounts in thousands)
 
2015
 
2014
 
2013
Cash Flows From Operating Activities:
 
 
 
 
 
Consolidated net income
$
150,512

 
$
138,468

 
$
125,905

Adjustments to reconcile consolidated net income to net cash provided by operating activities:
 
 
 
 
 
Gain on sale of property
—

 
(1,457
)
 
(41,525
)
Early debt retirement
16,913

 
5,087

 
37,844

Depreciation
114,698

 
111,872

 
110,505

Amortization of in-place leases
2,358

 
3,999

 
1,940

Amortization of loan costs
4,216

 
4,783

 
5,304

Debt premium amortization
(3,869
)
 
(5,185
)
 
(6,842
)
Equity in income of unconsolidated joint ventures
(4,089
)
 
(4,578
)
 
(2,039
)
Distributions of income from unconsolidated joint ventures
3,584

 
3,362

 
1,311

Amortization of stock-related compensation
8,582

 
7,568

 
5,952

Revenue recognized from right-to-use contract upfront payments
(8,552
)
 
(8,391
)
 
(8,121
)
Commission expense recognized related to right-to-use contracts
3,595

 
2,934

 
2,601

Long term incentive plan compensation
973

 
1,900

 
1,907

Provision for uncollectible rents receivable
537

 
101

 
230

Changes in assets and liabilities:
 
 
 
 
 
Notes receivable activity, net
66

 
(1,037
)
 
(123
)
Deferred commission expense
(5,871
)
 
(6,272
)
 
(5,011
)
Escrow deposits, goodwill and other assets
44,095

 
22,230

 
7,180

Accrued expenses and accounts payable
5,632

 
(5,282
)
 
83

Deferred revenue – upfront payments from right-to-use contracts
12,783

 
13,892

 
13,815

Deferred revenue – right-to-use annual payments
88

 
(1,346
)
 
48

Rents received in advance and security deposits
6,631

 
3,097

 
4,385

Net cash provided by operating activities
352,882

 
285,745

 
255,349

Cash Flows From Investing Activities:
 
 
 
 
 
Real estate acquisition
(23,687
)
 
(81,391
)
 
(117,707
)
Proceeds from disposition of property
—

 
2,102

 
157,975

Tax-deferred exchange deposit
—

 
10,576

 
(11,976
)
Investment in unconsolidated joint ventures
(4,000
)
 
(3,489
)
 
(2,641
)
Distributions of capital from unconsolidated joint ventures
80

 
2,580

 
—

Repayments of notes receivable
10,490

 
14,899

 
11,552

Issuance of notes receivable
(9,791
)
 
(9,441
)
 
(10,343
)
Capital improvements
(93,799
)
 
(63,721
)
 
(64,714
)
Net cash used in investing activities
(120,707
)
 
(127,885
)
 
(37,854
)
Cash Flows From Financing Activities:
 
 
 
 
 
Net proceeds from stock options and employee stock purchase plan
4,899

 
1,326

 
968

Distributions:
 
 
 
 
 
Common Stockholders
(122,077
)
 
(102,346
)
 
(62,546
)
Common OP Unitholders
(10,470
)
 
(9,123
)
 
(5,648
)
Preferred Stockholders
(9,226
)
 
(9,274
)
 
(9,280
)
Stock repurchase and Unit redemption
(3,201
)
 
(1,870
)
 
(1,121
)
Lines of credit repayments
—

 
—

 
(20,000
)
Lines of credit proceeds
—

 
—

 
20,000

Principal payments and mortgage debt payoff
(456,308
)
 
(178,040
)
 
(450,492
)
New mortgage notes payable financing proceeds
395,323

 
169,000

 
375,500

Debt issuance and defeasance costs
(24,080
)
 
(11,651
)
 
(43,031
)
Other
(491
)
 
(595
)
 
(544
)
Net cash used in financing activities
(225,631
)
 
(142,573
)
 
(196,194
)
Net increase in cash and cash equivalents
6,544

 
15,287

 
21,301

Cash, beginning of period
73,714

 
58,427

 
37,126

Cash, end of period
$
80,258

 
$
73,714

 
$
58,427









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, 2015, 2014, and 2013
(amounts in thousands)
 
 
2015
 
2014
 
2013
Supplemental information:
 
 
 
 
 
Cash paid during the period for interest
$
106,423

 
$
112,963

 
$
120,497

Capital improvements – used homes acquired by repossessions
$
909

 
$
1,431

 
$
2,591

Net repayments of notes receivable – used homes acquired by repossessions
$
(909
)
 
$
(1,431
)
 
$
(2,591
)
Building and other depreciable property – reclassification of rental homes
$
28,790

 
$
23,494

 
$
14,401

Escrow deposits and other assets – reclassification of rental homes
$
(28,790
)
 
$
(23,494
)
 
$
(14,401
)
 
 
 
 
 
 
Real estate acquisitions:
 
 
 
 
 
Investment in real estate
$
(23,900
)
 
$
(122,366
)
 
$
(133,344
)
Deferred financing costs, net
—

 
(284
)
 
(59
)
Escrow deposits and other assets
(53
)
 
(12
)
 
(1,100
)
Debt assumed and financed on acquisition
—

 
34,559

 
5,382

Accrued expenses and accounts payable
62

 
1,947

 
711

Rents and other customer payments received in advance and security deposits
204

 
4,765

 
1,017

Non-controlling interest - Common OP Units
—

 
—

 
9,686

Real estate acquisitions, net
$
(23,687
)
 
$
(81,391
)
 
$
(117,707
)
 
 
 
 
 
 
Proceeds from dispositions of rental property and other:
 
 
 
 
 
Investment in real estate
$
—

 
$
87

 
$
113,068

Notes receivable, net
—

 
—

 
6,507

Other, net
—

 
558

 
(2,167
)
Gain on sale of property
—

 
1,457

 
40,567

Total proceeds from dispositions of rental property and other
$
—

 
$
2,102

 
$
157,975

































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

F-9
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements



Note 1—Our Organization and Basis of Presentation
Equity LifeStyle Properties, Inc. ("ELS"), a Maryland corporation, together with MHC Operating Limited Partnership (the "Operating Partnership") and other consolidated subsidiaries (the "Subsidiaries"), is referred to herein as "we," "us," and "our." We are a fully integrated owner and operator of lifestyle-oriented properties ("Properties"). We lease individual developed areas ("Sites") with access to utilities for placement of factory built homes, cottages, cabins or recreational vehicles ("RVs"). 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, we provide access to our Sites through right-to-use or membership contracts. We believe that we have qualified for taxation as a real estate investment trust ("REIT") for U.S. federal income tax purposes since our taxable year ended December 31, 1993. We plan to continue to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. For example, to qualify as a REIT, at least 95% of our gross income must come from sources that are itemized in the REIT tax laws. We must meet a number of organizational requirements, including a requirement to distribute to stockholders at least 90% of our REIT taxable income computed without regard to our deduction for dividends paid and our net capital gain.
If we fail to qualify as a REIT, we would be subject to U.S. federal income tax at regular corporate rates. Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first failed to qualify. Even if we qualify for taxation as a REIT, we are subject to certain foreign, state and local taxes on our income and property and U.S. federal income and excise taxes on our undistributed income.
Our operations are conducted primarily through the Operating Partnership. We contributed the proceeds from our initial public offering and subsequent offerings to the Operating Partnership for units of common interests in the partnership ("OP Units"). In 2004, the general partnership interest was contributed to MHC Trust, a private REIT subsidiary we owned. As of December 31, 2013, MHC Trust was merged into ELS resulting in the general partnership interest of the Operating Partnership being directly held by ELS (see Note 15 to the Consolidated Financial Statements for preferred stock issued in connection with the merger). We currently hold a number of OP Units equal to the number of our outstanding common shares. The financial results of the Operating Partnership and the Subsidiaries are consolidated in our consolidated financial statements. In addition, since certain activities, if performed by us, may cause us to earn income which is not qualifying for the REIT gross income tests, we have formed taxable REIT Subsidiaries, as defined in the Internal Revenue Code of 1986, as amended (the "Code"), to engage in such activities.
Several Properties are wholly owned by Realty Systems, Inc. ("RSI"), one of our taxable REIT Subsidiaries. In addition, RSI is engaged in the business of purchasing and selling or leasing Site Set homes that are located in Properties we own and manage. 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. RSI also operates 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, 2015, the Non-Controlling Interests—Common OP Units represented 7,207,678 OP Units which are convertible into an equivalent number of shares of our 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-10
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Note 2—Summary of Significant Accounting Policies
We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the "FASB." The FASB sets Generally Accepted Accounting Principles ("GAAP"), which we follow to ensure that we consistently report our financial condition, results of operations and cash flows. References to GAAP in the United States issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (the "Codification").
(a)
Basis of Consolidation
We consolidate our majority-owned Subsidiaries in which we have the ability to control the operations of our Subsidiaries and all variable interest entities with respect to which we are the primary beneficiary. We also consolidate entities in which we have 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").
We have 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. Generally, an entity is determined to be a VIE when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The primary beneficiary is the entity that has both (1) the power to direct matters that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We consider a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE's economic performance including, but not limited to, the ability to direct financing, and other operating decisions and activities. In addition, we consider the rights of other investors to participate in policy making decisions, to replace or remove the manager of the entity and to liquidate or sell the entity. The obligation to absorb losses and the right to receive benefits when a reporting entity is affiliated with a VIE must be based on ownership, contractual, and/or other pecuniary interests in that VIE. We have concluded that, as of December 31, 2015, we were not the primary beneficiary of any VIE's.
We have 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. We apply FASB ASC 810-10-15 and FASB ASC 810-20 to all types of entity ownership (general and limited partnerships and corporate interests).
In February 2015, the FASB issued ("ASU 2015-02") Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and is to be applied retrospectively, with early adoption permitted. We are currently in the process of completing our evaluation, but we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
We apply the equity method of accounting to entities in which we do not have a controlling direct or indirect voting interest or for variable interest entities where we are not considered the primary beneficiary, but can exercise influence over the entity with respect to our operations and major decisions. The cost method is applied when (i) the investment is minimal (typically less than 5%) and (ii) our investment is passive. Our exposure to losses associated with unconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings.
(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.

F-11
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)

(c) Real Estate
Real estate is recorded at cost less accumulated depreciation. Our policy is to estimate useful lives associated with our real estate assets and to depreciate the assets on a straight-line basis based on our estimates. In January 2014, we completed a review of the useful lives and salvage values of manufactured homes. During the first quarter of 2014, we prospectively modified the depreciable life estimate of our new manufactured homes to 25 years and our used homes to 10-25 years. We continue to use a 30-year estimated life for buildings and structural and land improvements acquired (including Site development), a 10-year estimated life for building upgrades, a five-year estimated life for furniture, fixtures and equipment and lease intangibles over the average life of acquired in-place leases. The change in estimate related to our new and used manufactured homes did not have a material impact on our financial statements.
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.
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"), we periodically evaluate our long-lived assets to be held and used, including our investments in real estate, for impairment indicators. Our judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, enviromental and legal factors. Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted.
If an impairment indicator exists related to long-lived assets that are held and used, we compare 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, we 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 we have made the decision to dispose of the Property, have an agreement to sell the Property within a year 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.
In April 2014, the FASB issued ("ASU 2014-08") Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 became effective prospectively for fiscal years beginning after December 15, 2014, but could be early-adopted. We elected to early adopt ASU 2014-08, effective January 1, 2014 and are applying the revised definition to all disposals on a prospective basis, including the gain on sale of property recognized during the year ended December 31, 2014. The results of assets sold continue to be classified as discontinued operations for the year ended December 31, 2013, within our Consolidated Statements of Income and Comprehensive Income.
(d) Acquisitions
In accordance with Codification Topic "Business Combinations" ("FASB ASC 805"), we recognize all the assets acquired and all the liabilities assumed in a transaction at the acquisition-date fair value. We also expense 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. Purchase price allocations may be finalized 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, we utilize 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. We also consider information obtained about each Property as a result of our due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed.


F-12
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)

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 our Consolidated Balance Sheets in buildings and other depreciable property.
In-place leases – Lease in place values are 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.
Mortgage notes payable – Income approach based on discounted cash flows comparing contractual cash flows to cash flows of similar debt discounted based on market rates.
(e) Restricted Cash
Cash as of both December 31, 2015 and 2014 included approximately $5.0 million, respectively, of restricted cash for the payment of capital improvements, insurance or real estate taxes.
(f) 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 $33.7 million and $29.8 million at December 31, 2015 and 2014, respectively.
In April 2015, the FASB issued ("ASU 2015-03") Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs be deducted from the carrying value of the financial liability and not recorded as separate assets, currently classified as deferred financing costs. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. In August 2015, the FASB issued ("ASU 2015-15") Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ASU 2015-15 expands guidance provided in ASU 2015-03 and states that presentation of costs associated with securing a revolving line of credit as an asset is permitted, regardless of whether a balance is outstanding. The new standards are effective for annual reporting periods beginning after December 15, 2015. The adoption of ASU 2015-03 and ASU 2015-15 will only affect the presentation of our Consolidated Balance Sheet.
(g) Identified Intangibles and Goodwill
We record acquired intangible assets at their estimated fair value separate and apart from goodwill. We amortize 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.

F-13
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)

As of December 31, 2015 and 2014, the gross carrying amounts of identified intangible assets and goodwill were approximately $12.1 million, which is reported as a component of Escrow deposits, goodwill and other assets, net on our consolidated balance sheets. As of December 31, 2015 and 2014, 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 $2.6 million and $2.2 million as of December 31, 2015 and 2014, respectively. For the years ended December 31, 2015 and 2014, amortization expense for the identified intangible assets was approximately $0.4 million and $0.3 million, respectively.
(h) Fair Value of Financial Instruments
Our financial instruments include notes receivable, accounts receivable, accounts payable, other accrued expenses, interest rate swaps and mortgage notes payable. We disclose the estimated fair value of our financial instruments according to a fair value hierarchy (Level 1, 2 and 3).
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.
Our mortgage notes payable and term loan had a carrying value of approximately $2.1 billion and $2.2 billion as of December 31, 2015 and 2014, respectively, and a fair value of approximately $2.2 billion and $2.3 billion as of December 31, 2015 and 2014, respectively. The fair value is measured using quoted prices and observable inputs from similar liabilities (Level 2). At December 31, 2015 and 2014, our cash flow hedge of interest rate risk included in accrued expenses and accounts payable was measured using quoted prices and observable inputs from similar assets and liabilities (Level 2). We consider our own credit risk as well as the credit risk of our counterparties when evaluating the fair value of our derivative. The fair values of our notes receivable approximate their carrying or contract values. We also utilize Level 2 and Level 3 inputs as part of our determination of the purchase price allocation for our acquisitions, as discussed in Note 5 to the Consolidated Financial Statements.
(i) Revenue Recognition
We account for leases with our 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, 2015, 2014, and 2013, approximately 41.0%, 40.9%, and 40.7%, respectively, of our revenue was generated by Properties located in Florida, approximately 10.1%, 9.6%, and 9.8%, respectively, by Properties located in Arizona and approximately 14.7%, 15.2%, and 15.7%, respectively, by Properties located in California.
We adopted a revenue recognition policy for the 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. 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. We will recognize the upfront non-refundable payments over the estimated customer life which are based on historical attrition rates. For the years ended December 31, 2015, 2014, and 2013, the customer life was estimated to be 31 years.
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.
In May 2014, the FASB issued ("ASU 2014-09") Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of ASU 2014-09 is that an entity should recognize revenue for

F-14
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)

the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09 does not apply to lease contracts accounted for under ASC 840, Leases. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. On July 9, 2015, the FASB deferred the effective date by one year for annual reporting periods beginning after December 15, 2017. The FASB will permit early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently in the process of evaluating the impact of adoption that the standard will have on our consolidated financial statements and related disclosures.
(j) 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 our 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. We make this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to non-controlling interests for which we have a choice to settle the contract by delivery of our own shares, we considered the guidance in the Codification Topic "Derivatives and Hedging—Contracts in Entity's Own Equity" ("FASB ASC 815-40") to evaluate whether we control 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 us. 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, we present 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 $0.3 million of private REIT Subsidiaries preferred stock.
(k) Income Taxes
Due to our structure as a REIT, the results of operations contain no provision for U.S. federal income taxes for the REIT. As of December 31, 2015, the REIT had a federal net operating loss carryforward of approximately $88 million. The REIT would be entitled to utilize the net operating loss carryforward only to the extent that the REIT taxable income exceeds our deduction for dividends paid. Due to the uncertainty regarding the use of the REIT net operating loss carryforward, no tax benefit has been recorded for the years ended December 31, 2015, 2014 and 2013.
In addition, we have 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. Due to the uncertainty regarding the realization of these deferred tax assets, we have maintained a full valuation allowance for the years ended December 31, 2015, 2014 and 2013.
The REIT is still subject to certain foreign, state and local income, excise or franchise taxes; however, they are not material to our operating results or financial position. We do not have unrecognized tax benefit items.
We, or one of our Subsidiaries, file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and Canada. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2012.
As of December 31, 2015, net investment in real estate and notes receivable had a U.S. federal tax basis of approximately $2.8 billion (unaudited) and $38.4 million (unaudited), respectively.

F-15
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 2—Summary of Significant Accounting Policies (continued)

During the years ended December 31, 2015, 2014 and 2013, our tax treatment of common stock distributions were as follows (unaudited): 
 
2015
 
2014
 
2013
Tax status of Common Shares distributions deemed paid during the year:
 
 
 
 
 
Ordinary income
$
1.169

 
$
1.217

 
$
0.680

Long-term capital gain
—

 
—

 
0.211

Nondividend distributions
0.081

 
—

 
—

Unrecaptured section 1250 gain
—

 
—

 
0.067

Distributions declared per Common Share outstanding
$
1.250

 
$
1.217

 
$
0.958

The quarterly distribution paid on January 8, 2016 of $0.375 (unaudited) per common share will all be allocable to 2016 for federal tax purposes.
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.
On July 15, 2013, we effected a two-for-one stock split of our common stock, by and in the form of a stock dividend that was paid to stockholders of record on July 5, 2013. Each common shareholder of record on July 5, 2013, received one additional share of common stock for each share held and our historical Consolidated Financial Statements for periods prior to this date were adjusted retroactively to reflect the stock split. The incremental par value was recorded as an increase to the common stock account on our balance sheet to reflect the newly issued shares and such amount was offset by a reduction in the paid-in capital account on our balance sheet. Pursuant to the anti-dilution provision in the Operating Partnership's Agreement of Limited Partnership, the stock split also affected the common OP Units.

F-16
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 3—Earnings Per Common Share (continued)

The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2015, 2014 and 2013 (amounts in thousands, except per share data):
 
Years Ended December 31,
 
2015
 
2014
 
2013
Numerators:
 
 
 
 
 
Income from Continuing Operations:
 
 
 
 
 
Income from continuing operations
$
150,512

 
$
138,468

 
$
77,247

Amounts allocated to dilutive securities
(11,141
)
 
(10,463
)
 
(5,617
)
Preferred Stock distributions
(9,226
)
 
(9,274
)
 
(9,280
)
Income from continuing operations available to Common Stockholders – basic
130,145

 
118,731

 
62,350

Amounts allocated to dilutive securities
11,141

 
10,463

 
5,617

Income from continuing operations available to Common Stockholders – fully diluted
$
141,286

 
$
129,194

 
$
67,967

Income from Discontinued Operations:
 
 
 
 
 
Income from discontinued operations, net of amounts allocated to dilutive securities
$
—

 
$
—

 
$
44,569

Net Income Available for Common Stockholders:
 
 
 
 
 
Net income available for Common Stockholders—basic
$
130,145

 
$
118,731

 
$
106,919

Amounts allocated to dilutive securities
11,141

 
10,463

 
9,706

Net income available for Common Stockholders—fully diluted
$
141,286

 
$
129,194

 
$
116,625

Denominator:
 
 
 
 
 
Weighted average Common Stockholders outstanding—basic
84,031

 
83,362

 
83,018

Effect of dilutive securities:
 
 
 
 
 
Redemption of Common OP Units for Common Stockholders
7,216

 
7,411

 
7,549

Stock options and restricted Stockholders
660

 
738

 
629

Weighted average Common Stockholders outstanding—fully diluted
91,907

 
91,511

 
91,196

 
 
 
 
 
 
Earnings per Common Share—Basic:
 
 
 
 
 
Income from continuing operations
$
1.55

 
$
1.42

 
$
0.75

Income from discontinued operations
—

 
—

 
0.54

Net income available for Common Stockholders
$
1.55

 
$
1.42

 
$
1.29

 
 
 
 
 
 
Earnings per Common Share—Fully Diluted:
 
 
 
 
 
Income from continuing operations
$
1.54

 
$
1.41

 
$
0.75

Income from discontinued operations
—

 
—

 
0.53

Net income available for Common Stockholders
$
1.54

 
$
1.41

 
$
1.28



F-17
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Note 4—Common Stock and Other Equity Related Transactions
In July 1997, we adopted the 1997 Non-Qualified Employee Stock Purchase Plan ("ESPP"). Pursuant to the ESPP, as amended on May 3, 2006, certain of our employees and directors may each annually acquire up to $250,000 of our common stock. The aggregate number of shares of common stock available under the ESPP shall not exceed 2,000,000, subject to adjustment by our 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, 2015, 2014 and 2013 were 19,788, 30,739 and 18,411, respectively.
The following table presents the changes in our outstanding common stock for the years ended December 31, 2015, 2014 and 2013 (excluding OP Units of 7,207,678, 7,231,967, and 7,667,723 outstanding at December 31, 2015, 2014 and 2013, respectively): 
 
2015
 
2014
 
2013
Shares outstanding at January 1,
83,879,779

 
83,313,677

 
83,193,310

Common stock issued through conversion of OP Units
24,289

 
435,756

 
29,566

Common stock issued through exercise of options
220,000

 
—

 
20,000

Common stock issued through stock grants
158,013

 
186,666

 
173,332

Common stock issued through ESPP and Dividend Reinvestment Plan
20,134

 
31,203

 
19,013

Common stock repurchased and retired
(49,150
)
 
(87,523
)
 
(121,544
)
Shares outstanding at December 31,
84,253,065

 
83,879,779

 
83,313,677

During the years ended December 31, 2015, 2014 and 2013, we repurchased shares of common stock representing common stock surrendered to satisfy income tax withholding obligations due as a result of the vesting of restricted stock grants at a weighted average price of $66.20, $51.62 and $36.48 per share, respectively.
As of both December 31, 2015 and 2014, ELS' percentage ownership of the Operating Partnership was approximately 92.1%. The remaining approximately 7.9% 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, 2013:
 
Distribution
Amount Per
Share
  
For the Quarter Ending
  
Stockholder Record
Date
  
Payment Date
$0.2500
  
March 31, 2013
  
March 28, 2013
  
April 12, 2013
$0.2500
  
June 30, 2013
  
June 28, 2013
  
July 12, 2013
$0.2500
  
September 30, 2013
  
September 27, 2013
  
October 11, 2013
$0.2500
  
December 31, 2013
  
December 27, 2013
  
January 10, 2014
$0.3250
  
March 31, 2014
  
March 28, 2014
  
April 11, 2014
$0.3250
  
June 30, 2014
  
June 27, 2014
  
July 11, 2014
$0.3250
  
September 30, 2014
  
September 26, 2014
  
October 10, 2014
$0.3250
  
December 31, 2014
  
December 26, 2014
  
January 9, 2015
$0.3750
 
March 31, 2015
 
March 27, 2015
 
April 10, 2015
$0.3750
 
June 30, 2015
 
June 26, 2015
 
July 10, 2015
$0.3750
 
September 30, 2015
 
September 25, 2015
 
October 9, 2015
$0.3750
 
December 31, 2015
 
December 28, 2015
 
January 8, 2016

F-18
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Note 5—Investment in Real Estate
Acquisitions
During the years ended December 31, 2015, 2014 and 2013 we acquired all of the following Properties from unaffiliated third parties (dollars in millions):
1) During the year ended December 31, 2015, we acquired the following Properties:
(a) In February 2015, we completed the acquisition of two properties, Bogue Pines, a 150-Site manufactured home community, and Whispering Pines, a 278-Site RV resort, both located in coastal North Carolina. The total purchase price of approximately $12.3 million was funded with available cash.
(b) In June 2015, we completed the acquisition of Miami Everglades, a 303-Site RV resort, located in Miami, Florida. The total purchase price of $11.6 million was funded with available cash.
2) During the year ended December 31, 2014, we acquired seven RV resorts collectively containing 3,868 Sites for a combined purchase price of approximately $85.7 million. As a result of these acquisitions, we assumed approximately $32.3 million of mortgage debt, excluding note premiums of approximately $2.3 million. The remaining purchase price was funded with available cash. We also exercised a purchase option and purchased land comprising a portion of our Colony Cove Property which was part of a portfolio of Properties acquired in 2011. The total purchase price of $35.9 million was funded with available cash. In connection with the acquisition of the land, we terminated the ground lease related to the Property. During the quarter ended March 31, 2014, we received the final distribution of 51,290 shares of our common stock from the escrow funded by the seller.
3) During the year ended December 31, 2013, we acquired Fiesta Key, a 324-Site RV Resort located in the Florida Keys, for a purchase price of approximately $24.6 million funded with available cash. We also acquired three manufactured home communities, referred to as the Riverside acquisition, located in the Chicago metropolitan area collectively containing approximately 1,207 Sites for a purchase price of $102.0 million. The purchase price was funded by approximately $9.7 million of limited partnership interests in our Operating Partnership, equivalent to 240,969 OP Units, and the remainder was funded with available cash.
We engaged a third-party to assist with our purchase price allocation for the acquisitions. The allocation of the fair values of the assets acquired and liabilities assumed is subject to further adjustment within one year of purchase due primarily to information not readily available at the acquisition date and final purchase price settlement with the sellers in accordance with the terms of the purchase agreement. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the acquisitions for the years ended December 31, 2015, 2014, and 2013 which we determined using Level-2 inputs for mortgage notes payable and other liabilities and Level-3 inputs for assets (amounts in thousands):
 
2015
 
2014
 
2013
Assets acquired
 
 
 
 
 
Land
$
8,985

 
$
66,390

 
$
41,022

Buildings and other depreciable property
13,948

 
52,329

 
87,306

Manufactured homes
345

 
1,086

 
1,155

In-place leases
622

 
2,561

 
3,910

Net investment in real estate
$
23,900

 
$
122,366

 
$
133,393

Other assets
53

 
1,197

 
1,025

Total assets acquired
$
23,953

 
$
123,563

 
$
134,418

Liabilities assumed
 
 
 
 
 
Mortgage notes payable
$
—

 
$
34,559

 
$
5,382

Other liabilities
266

 
6,712

 
1,777

Total liabilities assumed
$
266

 
$
41,271

 
$
7,159

Net assets acquired
$
23,687

 
$
82,292

 
$
127,259

In January 2016, we completed the acquisition of Rose Bay, a 306-site RV resort, located in Port Orange, Florida. The total purchase price of $7.4 million was funded with available cash.
In accordance with our policy, the measurement period for the purchase price of the 2015 acquisitions is open as of December 31, 2015, however, we do not anticipate any further material purchase price adjustments related to these acquisitions.

F-19
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 5—Investment in Real Estate (continued)

Dispositions and real estate held for disposition
During the three years ended December 31, 2015, 2014, and 2013 we disposed of the following Properties:
1) On July 11, 2014, we received payment of approximately $2.1 million from the Arizona Department of Transportation related to the value of certain property taken for state highway purposes at our Seyenna Vista property in Maricopa County, Arizona, of which approximately $1.5 million was in excess of our basis and recognized as a gain on sale of property within continuing operations in our Consolidated Statement of Income and Comprehensive Income following the adoption of ASU 2014-08.
2) On May 8, 2013, we entered into a purchase and sale agreement to sell 11 manufactured home communities located in Michigan (the "Michigan Properties") collectively containing approximately 5,344 Sites for a net sale price of approximately $165.0 million. We closed on the sale of ten of the Michigan Properties on July 23, 2013, and closed on the sale of the eleventh Michigan Property on September 25, 2013. In accordance with FASB Codification Sub-Topic "Property, Plant and Equipment - Real Estate Sales - Derecognition" ("FASB ASC 360-20-40-5"), we recognized a gain on sale of real estate assets of approximately $40.6 million.
During the year ended December 31, 2013, we recognized approximately $1.0 million of gain on the sale as a result of a new U.S. Federal tax law that eliminated a previously accrued built-in-gain tax liability related to the 2012 disposition of Cascade.
Results of operations for the Michigan Properties have been presented separately as discontinued operations for the year ended December 31, 2013 in the Consolidated Statements of Income and Comprehensive Income. The following table summarizes the components of income and expense relating to discontinued operations for the year ended December 31, 2013 (amounts in thousands):
 
Year Ended
 
December 31, 2013
Community base rental home income
$
11,565

Rental income
1,948

Utility and other income
1,384

Discontinued property operating revenues
14,897

Property operating expenses
6,126

Income from discontinued property operations
8,771

Loss from home sales operations
(78
)
Other income and expenses
332

Interest and amortization
(355
)
Depreciation and in place lease amortization
(1,537
)
Discontinued operations, net
$
7,133

As of December 31, 2015, we have no Properties designated as held for disposition pursuant to FASB ASC 360-10-35.
During the year ended December 31, 2013, we recorded an additional $3.5 million in depreciation expense and accumulated depreciation to correct immaterial amounts recorded in prior periods related to land improvements.
Note 6—Investment in Unconsolidated Joint Ventures
Investments in joint ventures in which we do not have a controlling direct or indirect voting interest, but can exercise significant influence over the entity with respect to our operations and major decisions, are accounted for using the equity method of accounting whereby the cost of an investment is adjusted for our share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. 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.
We recorded approximately $4.1 million, $4.6 million, and $2.0 million (each net of approximately $1.1 million, $0.9 million, and $1.0 million of depreciation expense, respectively) of equity in income from unconsolidated joint ventures for each of the years ended December 31, 2015, 2014, and 2013, respectively. We received approximately $3.7 million, $5.9 million, and $1.3 million in distributions from joint ventures for the years ended December 31, 2015, 2014 and 2013, respectively. Approximately $1.4 million and $2.4 million of the distributions made to us, using proceeds generated by refinancing transactions, exceeded our
basis in joint ventures and, as such, were recorded as income from unconsolidated joint ventures for the years ended December 31, 2015 and 2014, respectively.
In 2013, we entered into an agreement with an unaffiliated third party to create a new joint venture named ECHO Financing, LLC (the "ECHO JV"). We entered into the ECHO JV to buy, sell and rent homes, as well as to offer another financing option to purchasers of homes at our Properties. Each party to the venture made an initial contribution of $1.0 million in exchange for a pro rata ownership interest in the joint venture, which resulted in us owning 50% of the ECHO JV. We account for our investment in the ECHO JV using the equity method of accounting, since we do not have a controlling direct or indirect voting interest, but we can exercise significant influence with respect to its operations and major decisions. On February 12, 2015, we contributed approximately $4.0 million to the ECHO JV which brought our total investment to $10.0 million. Additionally, on January 4, 2016, we contributed $5.0 million to the ECHO JV, bringing our total investment to approximately $15.0 million.
The following table summarizes our investment in unconsolidated joint ventures (investment amounts in thousands with the number of Properties shown parenthetically for the years ended December 31, 2015 and 2014, respectively): 
 
 
 
 
 
 
 
 
 
Investment as of
 
Income for
Years Ended
Investment
Location
 
Number
of Sites
 
Economic Interest(a)
 
 
 
December 31,
2015
 
December 31,
2014
 
December 31,
2015
 
December 31,
2014
 
December 31,
2013
Meadows
Various (2,2)
 
1,077

 
50
%
 
 
 
$
162

 
$
—

 
$
1,401

 
$
2,294

 
$
1,138

Lakeshore
Florida (2,2)
 
342

 
65
%
 
 
 
46

 
9

 
1,777

 
1,350

 
271

Voyager
Arizona (1,1)
 
1,706

 
50
%
 
(b) 
 
7,166

 
7,201

 
846

 
806

 
760

Other
Various (0,0)
 
—

 
20
%
 
(c) 
 
—

 
—

 
—

 
25

 
(188
)
Echo JV
Various (0,0)
 
—

 
50
%
 
 
 
10,367

 
6,302

 
65

 
103

 
58

 
 
 
3,125

 
 
 
 
 
$
17,741

 
$
13,512

 
$
4,089

 
$
4,578

 
$
2,039

_________________________ 
(a)
The percentages shown approximate our economic interest as of December 31, 2015. Our legal ownership interest may differ.
(b)
Voyager joint venture primarily consists of a 50% interest in Voyager RV Resort and 33% interest in the utility plant servicing the Property.
(c)
During the year ended December 31, 2014, we received payment of $0.1 million for the sale of our remaining 20% interest in the Time Shares Only joint venture.    
Note 7—Notes and Contracts Receivable
Notes Receivable
Notes receivable generally are presented at their outstanding unpaid principal balances net of any allowances, deferred fees or costs on originated loans and unamortized discounts or premiums. Interest income is accrued on the unpaid principal balance. Discounts or premiums are amortized to income using the interest method. In certain cases, we purchase loans made by others to finance the sales of homes to our customers (referred to as "Chattel Loans"). These loans are secured by the purchased homes.
Financial instruments that potentially could subject us 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.
Our Chattel Loans receivable require monthly principal and interest payments and are collateralized by homes at certain Properties. As of December 31, 2015 and 2014, we had approximately $17.6 million and $18.9 million, respectively, of these Chattel Loans included in notes receivable. As of December 31, 2015, the Chattel Loans receivable had a stated per annum average rate of approximately 7.8%, with a yield of 21.1%, and had an average term remaining of approximately 11 years. These Chattel Loans are recorded net of allowances of approximately $0.3 million and $0.4 million as of December 31, 2015 and 2014, respectively.
During the year ended December 31, 2014, we received principal payment of approximately $1.0 million on a previously reserved loan related to one of our previous acquisitions.
Contracts Receivable
We also provide financing for nonrefundable upgrades to existing right-to-use contracts ("Contracts Receivable"). These Contracts Receivable represent loans to customers who have entered right-to-use contracts. Contracts Receivables are also generally presented at their outstanding unpaid principal balances net of an allowance reserve.

F-20
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 7—Notes and Contracts Receivable (continued)

As of December 31, 2015 and 2014, we had approximately $17.8 million and $18.2 million, respectively, of Contracts Receivable, net of allowances of approximately $0.6 million. The Contracts Receivable have an average stated interest rate of 16.1%, have a weighted average term remaining of approximately four years and require monthly payments of principal and interest.
Allowance for Doubtful Accounts
Our allowance for doubtful accounts is comprised of our reserves for amounts receivable from tenants, Contracts Receivable and Chattel Loans. We evaluate all amounts receivable from residents and establish an allowance for amounts greater than 30 days past due. Our allowance for uncollectible rents receivable was approximately $4.5 million and $5.1 million as of December 31, 2015 and 2014, respectively. An allowance is established for a portion of the Contracts Receivable when an upfront payment is financed. The Contracts Receivable allowance is based upon historical collection rates and current economic trends. The allowance and the rate at which we provide for losses on our Contracts Receivable could be increased or decreased in the future based on our actual collection experience.
During the years ended December 31, 2015, 2014 and 2013, our allowance for doubtful accounts was as follows (amounts in thousands):
 
 
2015
 
2014
 
2013
Balance, beginning of period
 
$
7,110

 
$
7,927

 
$
6,987

Provision for losses
 
4,055

 
4,209

 
5,152

Write-offs
 
(4,695
)
 
(5,026
)
 
(4,212
)
Balance, end of period
 
$
6,470

 
$
7,110

 
$
7,927

Note 8—Borrowing Arrangements
Mortgage Notes Payable
As of December 31, 2015 and 2014, we had outstanding mortgage indebtedness on Properties of approximately $1.9 billion and $2.0 billion, respectively. The weighted average interest rate including the impact of premium/discount amortization on this mortgage indebtedness for the year ended December 31, 2015 was approximately 5.0% per annum. The debt bears interest at stated rates of 3.5% to 8.9% per annum and matures on various dates ranging from 2016 to 2040. The debt encumbered a total of 127 and 137 of our Properties as of December 31, 2015 and December 31, 2014, respectively, and the carrying value of such Properties was approximately $2.2 billion and $2.4 billion, respectively, as of such dates.
2015 Activity
During the year ended December 31, 2015, we closed on loans with total gross proceeds of $395.3 million. The loans have a weighted average maturity of 21 years, carry a weighted average interest rate of 3.93% per annum and were secured by 26 manufactured home properties and RV resorts. Proceeds from the financings were used to retire by defeasance and prepayment approximately $370.2 million of loans maturing at various times throughout 2015 and 2016, with a weighted average interest rate of 5.58% per annum, which were secured by 32 manufactured home properties and RV resorts. We incurred approximately $17.0 million in early debt retirement expense related to these loans. We also paid off two maturing mortgage loans totaling approximately $48.7 million, with a weighted average interest rate of 5.73% per annum, secured by one manufactured home property and three RV resorts.
2014 Activity
During the year ended December 31, 2014, we closed on four loans with total proceeds of $54.0 million which were secured by two manufactured home properties and two RV resorts. The loans had a weighted average interest rate of 4.54% per annum and were set to mature in 2034 and 2038. We also refinanced the $53.8 million loan secured by our Colony Cove community with a stated interest rate of 4.65% per annum that was scheduled to mature in 2017. The new loan, with gross proceeds of $115.0 million, had a 25 year term and carries a stated interest rate of 4.64% per annum. We paid a prepayment fee of approximately $5.1 million associated with the early retirement of the prior loan. We also paid off 17 mortgages totaling approximately $90.0 million that had a weighted average interest rate of 5.57% per annum. In connection with the Blackhawk and Lakeland acquisitions, we assumed approximately $13.3 million of mortgage debt, excluding mortgage note premiums of $1.0 million, with a weighted average interest rate of 6.48% per annum, secured by the resort properties and are set to mature in 2017 and 2018. Finally, in connection with the Mesa Spirit acquisition, we assumed approximately $19.0 million of mortgage debt, excluding a mortgage

F-21
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 8—Borrowing Arrangements (continued)


note premium of $1.0 million, with a stated interest rate of 5.66% per annum, secured by the resort property and is set to mature in 2017.
In January 2016, we paid off a maturing mortgage loan of $9.8 million, with a stated interest rate of 5.48% per annum, secured by one manufactured home property.
Term Loan
As of December 31, 2015 and 2014, our $200.0 million unsecured Term Loan (the "Term Loan") matures on January 10, 2020 and has an interest rate of LIBOR plus 1.35% to 1.95% per annum and, subject to certain conditions, may be prepaid at any time without premium or penalty. The spread over LIBOR is variable quarterly 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, we also entered into a three year LIBOR Swap Agreement (the "2014 Swap") allowing us to trade the variable interest rate for a fixed interest rate on the Term Loan (see Note 9 to the Consolidated Financial Statements for further information on the accounting for the 2014 Swap).
Unsecured Line of Credit
As of December 31, 2015 and 2014, our unsecured Line of Credit ("LOC") had a borrowing capacity of $400.0 million, with the option to increase the borrowing capacity by $100.0 million, subject to certain conditions, with no amounts outstanding as of those dates. The LOC bears interest at a rate of LIBOR plus 1.20% to 1.65%, requires an annual facility fee of 0.20% to 0.35% and matures on July 17, 2018, with an option to extend for one additional year, subject to certain conditions. The spread over LIBOR is variable quarterly based on leverage throughout the loan term. In 2014, we incurred commitment and arrangement fees of approximately $3.5 million to enter into the LOC and extend the Term Loan.
As of December 31, 2015, we are in compliance in all material respects with the covenants in our borrowing arrangements.
Future Maturities of Debt
The table below presents as of December 31, 2015, the aggregate scheduled payments of principal on long-term borrowings for each of the next five years and thereafter are as follows (amounts in thousands): 
Year
Amount
2016
$
119,122

2017
97,531

2018
230,046

2019
231,393

2020
348,413

Thereafter
1,110,362

Net unamortized premiums
8,846

Total
$
2,145,713

Note 9—Derivative Instruments and Hedging Activities
Cash Flow Hedges of Interest Rate Risk
As required by Codification Topic "Derivatives and Hedging" ("FASB ASC 815") , we record all derivatives on the balance sheet at fair value. Our objective in utilizing interest rate derivatives is to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in our exchange for 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 the designated derivative and that qualifies as a cash flow hedge is recorded on the Consolidated Balance Sheets in accumulated other comprehensive income (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.

F-22
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 9—Derivative Instruments and Hedging Activities (continued)

In connection with our Term Loan, we entered into the 2014 Swap (see Note 8 to the Consolidated Financial Statements for information about the Term Loan related to the 2014 Swap) allowing us to trade the variable interest rate for a fixed interest rate on the Term Loan. The 2014 Swap fixes the underlying LIBOR rate on the Term Loan at 1.04% per annum for the first three years and matures on August 1, 2017. Based on the leverage as of December 31, 2015, our spread over LIBOR is 1.35% resulting in an estimated all-in interest rate of 2.39% per annum.
We have designated the 2014 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 our cash flow hedge during the years ended December 31, 2015, 2014, and 2013.
Amounts reported in accumulated other comprehensive loss on the Consolidated Balance Sheets related to derivatives are reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, we estimate that an additional $0.7 million will be reclassified as an increase to interest expense. This estimate may be subject to change as the underlying LIBOR rate changes.
Derivative Instruments and Hedging Activities
The table below presents the fair value of our derivative financial instrument as well as our classification on our Consolidated Balance Sheets as of December 31, 2015 and 2014 (amounts in thousands).
 
Balance Sheet Location
 
December 31,
2015
 
December 31,
2014
Interest Rate Swap
Accrued expenses and accounts payable
 
$
553

 
$
381

Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement
The table below presents the effect of our derivative financial instrument on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 (amounts in thousands).
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,
2015
 
December 31,
2014
 
December 31,
2013
 
 
December 31,
2015
 
December 31,
2014
 
December 31,
2013
Interest Rate Swap
$
1,900

 
$
1,230

 
$
188

 
Interest Expense
 
$
1,728

 
$
1,776

 
$
1,851

We determined that no adjustment was necessary for non-performance risk on our derivative obligation. As of December 31, 2015, we have not posted any collateral related to this agreement.

F-23
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Note 10—Deferred Revenue-entry of right-to-use contracts and Deferred Commission Expense
As of December 31, 2015 and 2014, the components of the change in deferred revenue-entry of right-to-use contracts and deferred commission expense are as follows (amounts in thousands):
 
 
2015
 
2014
Deferred revenue—upfront payments from right-to-use contracts, as of January 1,
 
$
74,174

 
$
68,673

Right-to-use contracts current period, gross
 
12,783

 
13,892

Revenue recognized from right-to-use contract upfront payments
 
(8,552
)
 
(8,391
)
Right-to-use contract upfront payments, deferred, net
 
4,231

 
5,501

Deferred revenue—upfront payments from right-to-use contracts, as of December 31,
 
$
78,405

 
$
74,174

 
 
 
 
 
Deferred commission expense, as of January 1,
 
$
28,589

 
$
25,251

Deferred commission expense
 
5,871

 
6,272

Commission expense recognized
 
(3,595
)
 
(2,934
)
Net increase in deferred commission expense
 
2,276

 
3,338

Deferred commission expense, as of December 31,
 
$
30,865

 
$
28,589

Note 11—Lease Agreements    
The leases entered into between the customer and us 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 39 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 scheduled to be received under non-cancelable tenant leases at December 31, 2015 are as follows (amounts in thousands):
 
Year
Amount
2016
$
58,725

2017
54,587

2018
37,273

2019
19,189

2020
15,048

Thereafter
38,540

Total
$
223,362

Note 12—Operating Leases
We have operating leases covering our office space expiring at various dates through 2023. As leases expire, it can be expected that certain leases will be renewed or replaced in the normal course of business. We also lease land under non-cancelable operating leases at certain of the Properties expiring in various years from 2017 to 2054. The majority of the lease terms require twelve equal payments per year plus additional rents calculated as a percentage of gross revenues. For the years ended December 31, 2015, 2014, and 2013 total operating lease payments for office space and rent due under ground leases, aggregated $3.8 million, $3.7 million, and $5.1 million, respectively. The following table summarizes our minimum future rental payments under our operating leases as of December 31, 2015 (amounts in thousands): 

 
 
Total
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
Office Rent Lease
 
$
12,622

 
$
2,097

 
$
2,171

 
$
2,221

 
$
2,062

 
$
2,011

 
$
2,060

Ground Lease
 
18,911

 
1,967

 
1,970

 
1,964

 
1,968

 
1,968

 
9,074

Total Operating Leases
 
$
31,533

 
$
4,064

 
$
4,141

 
$
4,185

 
$
4,030

 
$
3,979

 
$
11,134





F-24
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Note 13—Transactions with Related Parties
Riverside Portfolio acquisition
On August 1, 2013, we closed on the Riverside Acquisition (See Note 5 to the Consolidated Financial Statements). Patrick Waite, our Executive Vice President and Chief Operating Officer, was formerly employed by an affiliate of Riverside Communities, as a result of which he had financial interests in the sale that resulted in him receiving his share in cash upon the closing of the acquisition. Mr. Waite did not participate in our management's analysis, decision-making or recommendation to the Board of Directors with respect to the acquisition. In addition, David Helfand, the founder and CEO of Riverside Communities, served in various positions with us before 2005, including, at various times, as our Chief Financial Officer, Chief Executive Officer, and as a member of our Board of Directors. Mr. Helfand is currently Co-President of Equity Group Investments, an entity affiliated with Sam Zell, Chairman of our Board of Directors.
Corporate Headquarters
We lease office space from Two North Riverside Plaza Joint Venture Limited Partnership, an entity affiliated with Mr. Zell, Chairman of our Board of Directors. Payments made in accordance with the lease agreement to this entity amounted to approximately $1.4 million for the years ended December 31, 2015, 2014 and 2013.
Other
On October 18, 2012, our 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 our Chief Executive Officer effective February 1, 2013. During the period from October 18, 2012 through February 1, 2013, Mr. Heneghan continued to serve as our Chief Executive Officer, but he also performed certain services for Equity International, an entity affiliated with Mr. Zell, Chairman of our Board of Directors. We paid Mr. Heneghan his regular compensation through February 1, 2013. However, in our consideration for allowing Mr. Heneghan to perform certain services for Equity International during this period, we and Equity International agreed that Equity International would reimburse us for a portion of Mr. Heneghan's compensation in the amount of $0.3 million.
Note 14— Equity Incentive Awards
We follow Codification Topic "Stock Compensation" ("FASB ASC 718") in accounting for our share-based payments. This guidance requires measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock awards. This cost is recognized as compensation expense ratably over the employee's requisite service period. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized when incurred. We use the Black-Scholes-Merton formula to estimate the value of stock options granted to employees, consultants and directors.
Our 2014 Equity Incentive Plan (the "2014 Plan") was adopted by our Board of Directors on March 11, 2014 and approved by our stockholders on May 13, 2014. Pursuant to the 2014 Plan, our officers, directors, employees and consultants may be awarded (i) shares of common stock ("Restricted Stock Grants"), (ii) options to acquire shares of common stock ("Options"), including non-qualified stock options and incentive stock options within the meaning of Section 422 of the Internal Revenue Code, and (iii) other forms of equity awards subject to conditions and restrictions determined by the Compensation, Nominating, and Corporate Governance Committee of our Board of Directors (the "Compensation Committee"). The Compensation Committee will determine the vesting schedule, if any, of each Restricted Stock Grant or Option and the term of each Option, which term shall not exceed ten years from the date of grant. Shares that do not vest are forfeited. Dividends paid on restricted stock are not returnable, even if the underlying stock does not entirely vest. A maximum of 3,750,000 shares of common stock are available for grant under the 2014 Plan. As of December 31, 2015, 3,405,321 shares remained available for grant.
Grants under the 2014 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, except grants to directors which are made by the Board of Directors.

Grants Issued
On February 1, 2016, we awarded Restricted Stock Grants for 73,000 shares of common stock at a fair market value of approximately $4.9 million to certain members of our senior management for their service in 2016. These Restricted Stock Grants will vest on December 31, 2016.

F-25
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 14—Equity Incentive Awards (continued)


On February 1, 2016, we awarded Restricted Stock Grants for 45,784 shares of common stock at a fair market value of approximately $3.1 million to certain members of the Board of Directors for services as Chairman of the Board, Chairman of the Compensation Committee and Lead Director, Chairman of the Executive Committee and Chairman of the Audit Committee in 2016. One-third of the shares of restricted common stock covered by these awards will vest on each of December 31, 2016, December 31, 2017, and December 31, 2018.
On November 3, 2015, we awarded a Restricted Stock Grants for 473 shares of common stock at a fair market value of approximately $28,300 to a certain member of our Board of Directors for services as Director rendered for the remainder of 2015. One-third of the shares of restricted common stock covered by these awards will vest on each of May 3, 2016, November 3, 2016, and November 3, 2017.
On June 1, 2015, we awarded Restricted Stock Grants for 3,000 shares of common stock at a fair market value of approximately $0.2 million to a certain member of our senior management. This Restricted Stock Grant vested on December 31, 2015.
On May 12, 2015, we awarded Restricted Stock Grants for 29,440 shares of common stock at a fair market value of approximately $1.6 million to certain members of our Board of Directors for their services rendered in 2015. One-third of the shares of restricted common stock covered by these awards will vest on each of November 12, 2015, May 12, 2016, and May 12, 2017.
On February 2, 2015, we awarded Restricted Stock Grants for 78,000 shares of common stock at a fair market value of approximately $4.3 million to certain members of our senior management for their service in 2015. These Restricted Stock Grants vested on December 31, 2015.
On February 2, 2015, we awarded Restricted Stock Grants for 47,101 shares of common stock at a fair market value of approximately $2.6 million to certain members of the Board of Directors for services as Chairman of the Board, Chairman of the Compensation Committee and Lead Director, Chairman of the Executive Committee and Chairman of the Audit Committee in 2015. One-third of the shares of restricted common stock covered by these awards will vest on each of December 31, 2015, December 31, 2016, and December 31, 2017.
On May 13, 2014, we awarded Restricted Stock Grants for 84,666 shares of common stock at a fair market value of $3.6 million to certain members of our senior management for services rendered during the remainder of 2014. These Restricted Stock Grants vested on December 31, 2014.
On May 13, 2014, we awarded Restricted Stock Grants for 62,000 shares of common stock at a fair market value of approximately $2.6 million to certain members of our Board of Directors for their services as Chairman of the Board, Chairman of the Compensation Committee and Lead Director, Chairman of the Executive Committee and Chairman of the Audit Committee for the remainder of 2014. One-third of the shares of restricted common stock covered by these awards vests on each of December 31, 2014, December 31, 2015, and December 31, 2016.
On May 13, 2014, we awarded Restricted Stock Grants for 40,000 shares of common stock at fair market value of approximately $1.7 million to the Board of Directors for services as Director rendered for remainder of 2014. One-third of the shares of restricted common stock covered by these awards vests on each of November 13, 2014, May 13, 2015, and May 13, 2016.
On May 8, 2013, we awarded Restricted Stock Grants for 40,000 shares of common stock at a fair market value of approximately $1.7 million to the members of the Board of Directors for services rendered during 2013. One-third of the shares of restricted common stock covered by these awards vested on each of November 8, 2013, May 8, 2014, and May 8, 2015.
On April 10, 2013, we awarded Restricted Stock Grants for 2,000 shares of common stock at a fair market value of $80,200 to a member of our senior management. These Restricted Stock Grants vested on December 31, 2013.
On March 13, 2013, we awarded Restricted Stock Grants for 666 shares of common stock at a fair market value of approximately $24,800 to a member of the Board of Directors. One-third of the shares of restricted common stock covered by these awards vested on each of September 13, 2013, March 13, 2014, and March 13, 2015.
On February 1, 2013, we awarded Restricted Stock Grants for 68,666 shares of common stock at a fair market value of $2.5 million to certain members of our senior management for their services in 2013. These Restricted Stock Grants vested on December 31, 2013.

F-26
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 14—Equity Incentive Awards (continued)


On January 31, 2013, we awarded Restricted Stock Grants for 62,000 shares of common stock at a fair market value of approximately $2.2 million to certain members of the Board of Directors for their services as Chairman of the Board, Chairman of the Compensation Committee and Lead Director, Chairman of the Executive Committee and Chairman of the Audit Committee in 2013. One-third of the shares of restricted common stock covered by these awards vested on each of December 31, 2013, December 31, 2014, and December 31, 2015.
The fair market value of our restricted stock grants is recorded as compensation expense and paid in capital over the vesting period.
Stock-based compensation expense, reported in "General and administrative" on the Consolidated Statements of Income and Comprehensive Income, for the years ended December 31, 2015, 2014 and 2013 was approximately $8.6 million, $7.6 million, and $6.0 million, respectively.
A summary of our restricted stock activity, and related information for the years ended December 31, 2015, 2014, and 2013 follows: 
 
Number of Shares
Weighted Average Grant Date Fair Value
Balance at December 31, 2012
94,020

$
32.97

Shares granted
173,332

37.32

Shares vested
(167,564
)
34.97

Balance at December 31, 2013
99,788

37.17

Shares granted
186,666

42.61

Shares vested
(184,229
)
40.49

Balance at December 31, 2014
102,225

41.09

Shares granted
158,014

54.68

Shares vested
(174,739
)
49.17

Balance at December 31, 2015
85,500

49.72

Compensation expense to be recognized subsequent to December 31, 2015 for Restricted Stock Grants issued prior to 2015 that have not yet vested was approximately $3.8 million, which is expected to be recognized over a weighted average term of 1.4 years.
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 years ended December 31, 2015, 2014, and 2013.
A summary of our stock option activity, and related information for the years ended December 31, 2015, 2014, and 2013 follows: 
 
 
Shares Subject To
Options
 
Weighted Average
Exercise Price Per Share
 
Weighted Average
Outstanding
Contractual Life
(in years)
Balance at December 31, 2012
 
1,105,600

 
$
21.78

 
4.0
Options exercised
 
(20,000
)
 
12.34

 
 
Balance at December 31, 2013
 
1,085,600

 
21.95

 
3.1
Options exercised
 
—

 
—

 
 
Balance at December 31, 2014
 
1,085,600

 
21.95

 
2.1
Options exercised
 
(220,000
)
 
17.35

 
 
Balance at December 31, 2015
 
865,600

 
23.12

 
1.6
Exercisable at December 31, 2015
 
865,600

 
23.12

 
1.6
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. No options were exercised for the year ending December 31, 2014, and the intrinsic value of exercised options for the year ending December 31, 2015 and 2013, was $8.6 million and $0.5 million, respectively. For the years ending December 31,

F-27
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 14—Equity Incentive Awards (continued)


2015, 2014 and 2013, the intrinsic value of outstanding and exercisable options was $37.7 million, $32.1 million and $15.5 million, respectively.
Note 15— Preferred Stock
Our Board of Directors is authorized under our 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 our 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.
We account 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 our Consolidated Balance Sheet due to the right of holders to convert such stock into common stock in certain circumstances involving a change of our control.
On December 30, 2013, in connection with the MHC Trust merger, we authorized 179,764 shares and issued 125 shares of our Series D Preferred Stock with a liquidation value of $1,000.00 per share, having substantially the same terms and same rights as shares of MHC Trust's 6% Series A Cumulative Non-Qualified Preferred Stock, and authorized and issued 250 shares of our Series E Preferred Stock with a liquidation value of $1,000.00 per share, having substantially the same terms and same rights as shares of MHC Trust's 18.75% Series B Cumulative Non-Voting Preferred Stock. On December 31, 2014, we redeemed all of our Series D Preferred Stock and Series E Preferred Stock. On February 12, 2015, we filed articles supplementary reclassifying 179,639 authorized but unissued shares of Series D Preferred Stock as shares of preferred stock without designation as to class or series, and confirming that 125 shares of Series D Preferred Stock and 250 shares of Series E Preferred Stock are now shares of preferred stock without designation as to class or series.
Note 16—Long-Term Cash Incentive Plan
On February 12, 2016, our Compensation Committee approved a Long-Term Cash Incentive Plan Award (the "2016 LTIP") to provide a long-term cash bonus opportunity to certain members of our management. The 2016 LTIP was approved by the Compensation Committee pursuant to the authority set forth in the Long Term Cash Incentive Plan approved by our Board of Directors 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, 2018.
The Compensation Committee has responsibility for administering the 2016 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 event. Our named executive officers are not participants in the 2016 LTIP. The Eligible Payment will be paid, at the discretion of our compensation committee, in cash upon completion of our annual audit for the 2018 fiscal year and upon satisfaction of the vesting conditions as outlined in the 2016 LTIP and, including employer costs, is currently estimated to be approximately $5.6 million.
On January 24, 2013, our Compensation Committee approved a Long-Term Cash Incentive Plan Award (the "2013 LTIP") to provide a long-term cash bonus opportunity to certain members of our management. Such Board approval was upon recommendation of the Committee. For the year ended December 31, 2015, we had accrued compensation expense of approximately $4.8 million. On February 12, 2016, the Compensation Committee approved payments under the 2013 LTIP of approximately $4.8 million to the participants, including employer costs.
Note 17—Savings Plan
We have a qualified retirement plan, with a salary deferral feature designed to qualify under Section 401 of the Code (the "401(k) Plan"), to cover our employees and those of our Subsidiaries, if any. The 401(k) Plan permits our eligible employees 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, we 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%. Employee's and our matching contributions will vest immediately.
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 we determined. Our contribution to the 401(k) Plan was approximately $1.5 million

F-28
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 17—Savings Plan

for the year ended December 31, 2015 and approximately $1.3 million for the years ended December 31, 2014 and December 31, 2013.
Note 18—Commitments and Contingencies
California Rent Control Litigation
As part of our effort to realize the value of our Properties subject to rent control, we previously initiated lawsuits against certain localities in California with the goal of achieving 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 our view, such regulations result in a transfer to the tenants of the value of our land, which would otherwise be reflected in market rents. We have discovered through the litigation process that certain municipalities considered condemning our Properties at values well below the value of the underlying land. In our view, a failure to articulate market rents for Sites governed by restrictive rent control would put us 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. We are cognizant of the need for affordable housing in the jurisdictions, but assert 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, we would receive market rents that would eliminate the price premium for homes, which would trade at or near their intrinsic value. Such efforts have included the following matters:
We 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 on constitutional grounds. While the trial court found the rent control ordinance unconstitutional, the United States Court of Appeals for the Ninth Circuit reversed the trial court and ruled that the ordinance had not unconstitutionally taken our property. On September 3, 2013, we filed a petition for review by the U.S. Supreme Court, which was denied.
On January 31, 2012, we sued the City of Santee in the United States District for the Southern District of California challenging its rent control ordinance on constitutional grounds. On September 26, 2013, we entered a settlement agreement with the City pursuant to which we are able to increase Site rents at the Meadowbrook community through January 1, 2034 as follows: (a) a one-time 2.5% rent increase on all Sites in January 2014; plus (b) annual rent increases of 100% of the consumer price index (CPI) beginning in 2014; and (c) a 10% increase in the rent on a site upon turnover of that site. Absent the settlement, the rent control ordinance limited us to annual rent increases of at most 70% of CPI with no increases on turnover of a site.
Colony Park
On December 1, 2006, a group of tenants at our Colony Park Property in Ceres, California filed a complaint in the California Superior Court for Stanislaus County alleging that we had failed to properly maintain the Property and had improperly reduced the services provided to the tenants, among other allegations. We answered the complaint by denying all material allegations and filed a counterclaim for declaratory relief and damages. The case proceeded in Superior Court because our 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 plaintiffs 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 three of the 66 plaintiffs to whom the jury awarded nothing appealed. Oral argument in the appeal was held on September 19, 2013 and the matter was taken under submission by the California Court of Appeal.
By orders entered on December 14, 2011, the Superior Court awarded us 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 filed an appeal from the approximately $2.0 million award of our attorneys' fees and other costs. Oral argument in that appeal was also held on September 19, 2013. On December 3, 2013, the Court of Appeal issued a partially published opinion that rejected all of plaintiffs' claims on appeal except one, relating to whether the park's rules prohibited the renting of spaces to recreational vehicles.  The Court of Appeal reversed the judgment on the recreational vehicle issue and remanded for further proceedings regarding that issue.  Because the judgment was reversed, the award of attorney's fees and other costs was also reversed.  Both sides filed rehearing petitions with the Court of Appeal.  On December 31, 2013, the Court of Appeal granted the defendants' rehearing petition and ordered the parties

F-29
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 18—Commitments and Contingencies (continued)

to submit supplemental briefing, which the parties did. On March 10, 2014, the Court of Appeal issued a new partially published opinion in which it again rejected all of the plaintiffs' claims on appeal except the one relating to whether the park's rules prohibited the renting of spaces to recreational vehicles, reversing the judgment on that issue and remanding it for further proceedings, and accordingly vacating the award of attorney's fees and other costs.
As of result of a settlement we reached with the plaintiffs remaining in the litigation, pursuant to which among other provisions the parties agreed to mutually release all of their claims in the litigation without any payment by us, on September 28, 2015 the plaintiffs filed with the Superior Court a request for dismissal with prejudice of the entire action, to which we consented.
California Hawaiian
On April 30, 2009, a group of tenants at our California Hawaiian Property in San Jose, California filed a complaint in the California Superior Court for Santa Clara County, Case No. 109CV140751, alleging that we have failed to properly maintain the Property and have improperly reduced the services provided to the tenants, among other allegations. We 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 our 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, we 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, we 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.
The trial commenced on January 27, 2014. On April 14-15, 2014, the jury entered verdicts against our Operating Partnership of approximately $15.3 million in compensatory damages and approximately $95.8 million in punitive damages. On October 6, 2014, we filed a motion for a new trial and a motion for partial judgment notwithstanding the jury's verdict. On December 5, 2014, after briefing and a hearing on those motions, the trial court entered an order granting us a new trial on the issue of damages while upholding the jury's determination of liability. As grounds for the ruling, the court cited excessive damages and insufficiency of the evidence to support the verdict as to the amount of damages awarded by the jury. The Court's ruling overturned the April 2014 verdicts of $15.3 million in compensatory damages and $95.8 million in punitive damages. On January 28, 2015, we and the plaintiffs each served notices of appeal from the trial court's December 5, 2014 order. The Court of Appeal issued an order setting the briefing sequence and ordered commencement of the briefing. On December 15, 2015, the plaintiffs filed their Opening Appellant's Brief. We intend to continue to vigorously defend ourselves in this litigation.
At December 31, 2015, based on the information available to us, a material loss was neither probable nor estimable. We have taken into consideration the events that have occurred after the reporting period and before the financial statements were issued. We anticipate a lengthy time period to achieve resolution of this case.
Monte del Lago
On February 13, 2015, a group of tenants at our Monte del Lago Property in Castroville, California filed a complaint in the California Superior Court for Monterey County, Case No. M131016, alleging that we have failed to properly maintain the Property and have improperly reduced the services provided to the tenants, among other allegations. We believe the allegations are without merit and intend to vigorously defend ourselves in the lawsuit. On May 13, 2015, we filed a motion to compel arbitration with respect to certain plaintiffs and to stay the litigation pending the conclusion of the arbitration proceedings. Hearings on the motion were held on July 17, 2015 and September 18, 2015. On October 7, 2015, the court denied our motion. On December 3, 2015, we filed a notice of appeal from the denial of our motion.
Santiago Estates
On September 4, 2015, a group of tenants at our Santiago Estates Property in Sylmar, California filed a complaint in the California Superior Court for Los Angeles County, Case No. BC593831, alleging that we have failed to properly maintain the Property and have improperly reduced the services provided to the tenants, among other allegations. We believe the allegations are without merit and intend to vigorously defend ourselves in the lawsuit. On November 24, 2015 we filed a motion to compel arbitration with respect to certain plaintiffs and to stay the litigation pending the conclusion of the arbitration proceedings. The hearing date for that motion remains to be determined.


F-30
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 18—Commitments and Contingencies (continued)

Civil Investigation by Certain California District Attorneys
In November 2014, we received a civil investigative subpoena from the office of the District Attorney for Monterey County, California ("MCDA"), seeking information relating to, among other items, statewide compliance with asbestos and hazardous waste regulations dating back to 2005 primarily in connection with demolition and renovation projects performed by third-party contractors at our California Properties. We responded by providing the information required by the subpoena.
On October 20, 2015, we attended a meeting with representatives of the MCDA and certain other District Attorneys' offices at which the MCDA reviewed the preliminary results of their investigation including, among other things, (i) alleged violations of asbestos and related regulations associated with approximately 200 historical demolition and renovation projects in California; (ii) potential exposure to civil penalties and unpaid fees; and (iii) next steps with respect to a negotiated resolution of the alleged violations. No legal proceedings have been instituted to date and we are involved in settlement discussions with the District Attorneys' offices. We continue to assess the allegations and the underlying facts, and at this time we are unable to predict the outcome of the investigation or reasonably estimate any possible loss.
Other
In addition to legal matters discussed above, we are involved in various other legal and regulatory proceedings ("Other Proceedings") arising in the ordinary course of business. The Other 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 our water and wastewater treatment plants and other waste treatment facilities. Additionally, in the ordinary course of business, our operations are subject to audit by various taxing authorities. Management believes these Other Proceedings taken together do not represent a material liability. In addition, to the extent any such proceedings or audits relate to newly acquired Properties, we consider any potential indemnification obligations of sellers in our favor.
Note 19—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 operating revenues less total operating expenses. Segments are assessed before interest income, depreciation and amortization of in-place leases.
We have identified two reportable segments: (i) Property Operations and (ii) Home Sales and Rentals Operations. 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. The distribution of the Properties throughout the United States reflects our belief that geographic diversification helps insulate the portfolio from regional economic influences.
All revenues are from external customers and there is no customer who contributed 10% or more of our total revenues during the three years ended December 31, 2015, 2014, and 2013. The following tables summarize our segment financial information (amounts in thousands):

F-31
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 19—Reportable Segments (continued)

Year Ended December 31, 2015
 
Property
Operations
 
Home Sales
and Rentals
Operations
 
Consolidated
Operations revenues
$
758,834

 
$
48,431

 
$
807,265

Operations expenses
(360,353
)
 
(42,637
)
 
(402,990
)
Income from segment operations
398,481

 
5,794

 
404,275

Interest income
2,813

 
4,119

 
6,932

Depreciation on real estate assets and rental homes
(102,747
)
 
(10,862
)
 
(113,609
)
Amortization of in-place leases
(2,358
)
 
—

 
(2,358
)
Income (loss) from operations
$
296,189

 
$
(949
)
 
295,240

Reconciliation to Consolidated net income
 
 
 
 
 
Corporate interest income
 
 
 
 
98

Income from other investments, net
 
 
 
 
7,359

General and administrative
 
 
 
 
(30,644
)
Property rights initiatives and other
 
 
 
 
(2,986
)
Early debt retirement
 
 
 
 
(16,913
)
Interest and related amortization
 
 
 
 
(105,731
)
Equity in income of unconsolidated joint ventures
 
 
 
 
4,089

Consolidated net income
 
 
 
 
$
150,512

 
 
 
 
 
 
Total assets
$
3,177,531

 
$
242,530

 
$
3,420,061

Capital improvements
$
51,369

 
$
42,430

 
$
93,799



F-32
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 19—Reportable Segments (continued)

Year Ended December 31, 2014  
 
Property
Operations
 
Home Sales
and  Rentals
Operations
 
Consolidated
Operations revenues
$
716,942

 
$
44,467

 
$
761,409

Operations expenses
(345,067
)
 
(36,530
)
 
(381,597
)
Income from segment operations
371,875

 
7,937

 
379,812

Interest income
2,984

 
4,466

 
7,450

Depreciation on real estate assets and rental homes
(99,980
)
 
(11,085
)
 
(111,065
)
Amortization of in-place leases
(3,999
)
 
—

 
(3,999
)
Income from operations
$
270,880

 
$
1,318

 
272,198

Reconciliation to Consolidated net income
 
 
 
 
 
Corporate interest income
 
 
 
 
897

Income from other investments, net
 
 
 
 
7,053

General and administrative
 
 
 
 
(27,410
)
Property rights initiatives and other
 
 
 
 
(2,923
)
Early debt retirement
 
 
 
 
(5,087
)
Interest and related amortization
 
 
 
 
(112,295
)
Equity in income of unconsolidated joint ventures
 
 
 
 
4,578

Gain on sale of property
 
 
 
 
1,457

Consolidated net income
 
 
 
 
$
138,468

 
 
 
 
 
 
Total assets
$
3,178,883

 
$
267,456

 
$
3,446,339

Capital improvements
$
35,973

 
$
27,748

 
$
63,721

Year Ended December 31, 2013
 
Property
Operations
 
Home Sales
and  Rentals
Operations
 
Consolidated
Operations revenues
$
679,992

 
$
33,281

 
$
713,273

Operations expenses
(329,468
)
 
(26,855
)
 
(356,323
)
Income from segment operations
350,524

 
6,426

 
356,950

Interest income
3,397

 
4,373

 
7,770

Depreciation on real estate assets and rental homes
(101,374
)
 
(6,855
)
 
(108,229
)
Amortization of in-place leases
(1,940
)
 
—

 
(1,940
)
Income from operations
$
250,607

 
$
3,944

 
254,551

Reconciliation to Consolidated net income
 
 
 
 
 
Corporate interest income
 
 
 
 
490

Income from other investments, net
 
 
 
 
7,515

General and administrative
 
 
 
 
(28,211
)
Property rights initiatives and other
 
 
 
 
(2,771
)
Early debt retirement
 
 
 
 
(37,844
)
Interest and related amortization
 
 
 
 
(118,522
)
Equity in income of unconsolidated joint ventures
 
 
 
 
2,039

Gain on sale of property, net of tax
 
 
 
 
41,525

Discontinued operations
 
 
 
 
7,133

Consolidated net income
 
 
 
 
$
125,905

 
 
 
 
 
 
Total assets
$
3,096,826

 
$
295,483

 
$
3,392,309

Capital improvements
$
26,430

 
$
38,284

 
$
64,714


F-33
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements
Note 19—Reportable Segments (continued)

The following table summarizes our financial information for the Property Operations segment for the years ended December 31, 2015, 2014, and 2013 (amounts in thousands): 

 
 
December 31,
2015
 
December 31,
2014
 
December 31,
2013
Revenues:
 
 
 
 
 
 
Community base rental income
 
$
442,046

 
$
426,886

 
$
409,801

Resort base rental income
 
184,760

 
163,968

 
147,234

Right-to-use annual payments
 
44,443

 
44,860

 
47,967

Right-to-use contracts current period, gross
 
12,783

 
13,892

 
13,815

Right-to-use contract upfront payments, deferred, net
 
(4,231
)
 
(5,501
)
 
(5,694
)
Utility income and other
 
76,153

 
70,209

 
63,800

Ancillary services revenues, net
 
2,880

 
2,628

 
3,069

Total property operations revenues
 
758,834

 
716,942

 
679,992

Expenses:
 
 
 
 
 
 
Property operating and maintenance
 
254,668

 
243,914

 
229,897

Real estate taxes
 
50,962

 
48,714

 
48,279

Sales and marketing, gross
 
11,751

 
12,418

 
13,509

Right-to-use contract commissions, deferred, net
 
(1,556
)
 
(2,617
)
 
(2,410
)
Property management
 
44,528

 
42,638

 
40,193

Total property operations expenses
 
360,353

 
345,067

 
329,468

Income from property operations segment
 
$
398,481

 
$
371,875

 
$
350,524

The following table summarizes our financial information for the Home Sales and Rentals Operations segment, specific to continuing operations, for the years ended December 31, 2015, 2014, and 2013 (amounts in thousands): 
 
 
December 31,
2015
 
December 31,
2014
 
December 31,
2013
Revenues:
 
 
 
 
 
 
Gross revenue from home sales
 
$
33,150

 
$
28,418

 
$
17,871

Brokered resale revenues, net
 
1,269

 
1,222

 
1,143

Rental home income (a)
 
14,012

 
14,827

 
14,267

Total revenues
 
48,431

 
44,467

 
33,281

Expenses:
 
 
 
 
 
 
Cost of home sales
 
32,279

 
26,747

 
17,296

Home selling expenses
 
3,191

 
2,342

 
2,085

Rental home operating and maintenance
 
7,167

 
7,441

 
7,474

Total expenses
 
42,637

 
36,530

 
26,855

Income from home sales and rentals operations segment
 
$
5,794

 
$
7,937

 
$
6,426

(a)
Segment information does not include Site rental income included in Community base rental income.

F-34
Equity LifeStyle Properties, Inc.
Notes to Consolidated Financial Statements


Note 20—Quarterly Financial Data (unaudited)
The following is unaudited quarterly data for 2015 and 2014 (amounts in thousands, except for per share amounts):
2015
 
First
Quarter
3/31
 
Second
Quarter
6/30
 
Third
Quarter
9/30
 
Fourth
Quarter
12/31
Total revenues
 
$
208,414

 
$
201,480

 
$
210,144

 
$
201,616

Income from operations
 
$
82,014

 
$
68,097

 
$
72,512

 
$
72,617

Consolidated net income
 
$
31,813

 
$
36,826

 
$
42,106

 
$
39,767

Net income available for Common Stockholders
 
$
27,185

 
$
31,786

 
$
36,673

 
$
34,501

Weighted average Common Shares outstanding—Basic
 
83,961

 
84,031

 
84,057

 
84,072

Weighted average Common Shares outstanding—Diluted
 
91,777

 
91,851

 
91,940

 
91,875

Net income per Common Share outstanding—Basic
 
$
0.32

 
$
0.38

 
$
0.44

 
$
0.41

Net income per Common Share outstanding—Diluted
 
$
0.32

 
$
0.38

 
$
0.43

 
$
0.41

 
2014
 
First
Quarter
3/31
 
Second
Quarter
6/30
 
Third
Quarter
9/30
 
Fourth
Quarter
12/31
Total revenues
 
$
196,745

 
$
189,025

 
$
200,778

 
$
190,261

Income from operations
 
$
73,730

 
$
62,770

 
$
67,545

 
$
68,153

Consolidated net income
 
$
43,890

 
$
30,040

 
$
30,276

 
$
34,262

Net income available for Common Stockholders
 
$
38,099

 
$
25,483

 
$
25,746

 
$
29,403

Weighted average Common Shares outstanding—Basic
 
83,116

 
83,234

 
83,531

 
83,562

Weighted average Common Shares outstanding—Diluted
 
91,353

 
91,420

 
91,528

 
91,644

Net income per Common Share outstanding—Basic
 
$
0.46

 
$
0.31

 
$
0.31

 
$
0.35

Net income per Common Share outstanding—Diluted
 
$
0.46

 
$
0.30

 
$
0.31

 
$
0.35


 



F-35
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
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

 
$
—

 
$
106

 
$
212

 
$
716

 
$
928

 
$
(228
)
 
2006
Apache East
 
Apache Junction
 
AZ
 
(5,555
)
 
2,236

 
4,181

 
—

 
56

 
2,236

 
4,237

 
6,473

 
(881
)
 
2011
Apollo Village
 
Phoenix
 
AZ
 
—

 
932

 
3,219

 
—

 
1,567

 
932

 
4,786

 
5,718

 
(3,038
)
 
1994
Araby
 
Yuma
 
AZ
 
(3,020
)
 
1,440

 
4,345

 
—

 
861

 
1,440

 
5,206

 
6,646

 
(2,030
)
 
2003
Cactus Gardens
 
Yuma
 
AZ
 
(6,853
)
 
1,992

 
5,984

 
—

 
424

 
1,992

 
6,408

 
8,400

 
(2,443
)
 
2004
Capri RV
 
Yuma
 
AZ
 
—

 
1,595

 
4,774

 
—

 
353

 
1,595

 
5,127

 
6,722

 
(1,598
)
 
2006
Carefree Manor
 
Phoenix
 
AZ
 
—

 
706

 
3,040

 
—

 
875

 
706

 
3,915

 
4,621

 
(2,228
)
 
1998
Casa del Sol East II
 
Glendale
 
AZ
 
(4,248
)
 
2,103

 
6,283

 
—

 
2,944

 
2,103

 
9,227

 
11,330

 
(4,215
)
 
1996
Casa del Sol East III
 
Glendale
 
AZ
 
—

 
2,450

 
7,452

 
—

 
852

 
2,450

 
8,304

 
10,754

 
(4,718
)
 
1998
Casa del Sol West I
 
Peoria
 
AZ
 
—

 
2,215

 
6,467

 
—

 
2,320

 
2,215

 
8,787

 
11,002

 
(4,409
)
 
1996
Casita Verde RV
 
Casa Grande
 
AZ
 
—

 
719

 
2,179

 
—

 
125

 
719

 
2,304

 
3,023

 
(740
)
 
2006
Central Park
 
Phoenix
 
AZ
 
(14,191
)
 
1,612

 
3,784

 
—

 
1,643

 
1,612

 
5,427

 
7,039

 
(4,623
)
 
1983
Countryside RV
 
Apache Junction
 
AZ
 
(9,032
)
 
2,056

 
6,241

 
—

 
1,449

 
2,056

 
7,690

 
9,746

 
(3,317
)
 
2002
Denali Park
 
Apache Junction
 
AZ
 
—

 
2,394

 
4,016

 
—

 
134

 
2,394

 
4,150

 
6,544

 
(847
)
 
2011
Desert Paradise
 
Yuma
 
AZ
 
—

 
666

 
2,011

 
—

 
261

 
666

 
2,272

 
2,938

 
(917
)
 
2004
Desert Skies
 
Phoenix
 
AZ
 
(5,315
)
 
792

 
3,126

 
—

 
723

 
792

 
3,849

 
4,641

 
(2,229
)
 
1998
Desert Vista
 
Salome
 
AZ
 
—

 
66

 
268

 
—

 
183

 
66

 
451

 
517

 
(94
)
 
2010
Fairview Manor
 
Tucson
 
AZ
 
—

 
1,674

 
4,708

 
—

 
2,138

 
1,674

 
6,846

 
8,520

 
(3,909
)
 
1998
Fiesta Grande RV
 
Casa Grande
 
AZ
 
—

 
2,869

 
8,653

 
—

 
872

 
2,869

 
9,525

 
12,394

 
(2,936
)
 
2006
Foothill
 
Yuma
 
AZ
 
—

 
459

 
1,402

 
—

 
254

 
459

 
1,656

 
2,115

 
(662
)
 
2003
Foothills West RV
 
Casa Grande
 
AZ
 
—

 
747

 
2,261

 
—

 
288

 
747

 
2,549

 
3,296

 
(837
)
 
2006
Golden Sun RV
 
Apache Junction
 
AZ
 
(6,418
)
 
1,678

 
5,049

 
—

 
486

 
1,678

 
5,535

 
7,213

 
(2,433
)
 
2002
Hacienda De Valencia
 
Mesa
 
AZ
 
(13,273
)
 
833

 
2,701

 
—

 
4,851

 
833

 
7,552

 
8,385

 
(5,171
)
 
1984
Mesa Spirit
 
Mesa
 
AZ
 
(19,175
)
 
17,382

 
25,238

 
191

 
(19
)
 
17,573

 
25,219

 
42,792

 
(1,256
)
 
2014
Mesa Verde
 
Cottonwood
 
AZ
 
(5,200
)
 
1,387

 
4,148

 
—

 
503

 
1,387

 
4,651

 
6,038

 
(1,412
)
 
2007
Monte Vista
 
Mesa
 
AZ
 
(23,627
)
 
11,402

 
34,355

 
—

 
5,437

 
11,402

 
39,792

 
51,194

 
(14,716
)
 
2004
Palm Shadows
 
Glendale
 
AZ
 
(5,809
)
 
1,400

 
4,218

 
—

 
1,284

 
1,400

 
5,502

 
6,902

 
(3,828
)
 
1993
Paradise
 
Sun City
 
AZ
 
(13,947
)
 
6,414

 
19,263

 
11

 
2,226

 
6,425

 
21,489

 
27,914

 
(8,971
)
 
2004
Sedona Shadows
 
Sedona
 
AZ
 
(10,193
)
 
1,096

 
3,431

 
—

 
1,510

 
1,096

 
4,941

 
6,037

 
(2,718
)
 
1997
Seyenna Vista
 
Mesa
 
AZ
 
—

 
1,360

 
4,660

 
(86
)
 
2,833

 
1,274

 
7,493

 
8,767

 
(4,808
)
 
1994
Suni Sands
 
Yuma
 
AZ
 
—

 
1,249

 
3,759

 
—

 
428

 
1,249

 
4,187

 
5,436

 
(1,653
)
 
2004
 

S-1
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Sunrise Heights
 
Phoenix
 
AZ
 
$
(6,496
)
 
$
1,000

 
$
3,016

 
$
—

 
$
1,549

 
$
1,000

 
$
4,565

 
$
5,565

 
$
(2,868
)
 
1994
Sunshine Valley
 
Chandler
 
AZ
 
—

 
9,139

 
12,912

 
—

 
228

 
9,139

 
13,140

 
22,279

 
(2,680
)
 
2011
The Highlands at Brentwood
 
Mesa
 
AZ
 
(14,408
)
 
1,997

 
6,024

 
—

 
2,132

 
1,997

 
8,156

 
10,153

 
(5,540
)
 
1993
The Meadows
 
Tempe
 
AZ
 
(18,542
)
 
2,613

 
7,887

 
—

 
4,216

 
2,613

 
12,103

 
14,716

 
(7,608
)
 
1994
Valley Vista
 
Benson
 
AZ
 
—

 
115

 
429

 
—

 
83

 
115

 
512

 
627

 
(111
)
 
2010
Venture In
 
Show Low
 
AZ
 
—

 
2,050

 
6,188

 
—

 
489

 
2,050

 
6,677

 
8,727

 
(2,177
)
 
2006
Verde Valley
 
Cottonwood
 
AZ
 
—

 
1,437

 
3,390

 
19

 
1,351

 
1,456

 
4,741

 
6,197

 
(1,663
)
 
2004
Viewpoint
 
Mesa
 
AZ
 
(55,557
)
 
24,890

 
56,340

 
15

 
11,924

 
24,905

 
68,264

 
93,169

 
(25,047
)
 
2004
Westpark
 
Wickenburg
 
AZ
 
(9,315
)
 
4,495

 
10,517

 
—

 
205

 
4,495

 
10,722

 
15,217

 
(2,129
)
 
2011
Whispering Palms
 
Phoenix
 
AZ
 
—

 
670

 
2,141

 
—

 
347

 
670

 
2,488

 
3,158

 
(1,503
)
 
1998
Cultus Lake
 
Lindell Beach
 
BC
 
—

 
410

 
968

 
5

 
243

 
415

 
1,211

 
1,626

 
(443
)
 
2004
California Hawaiian
 
San Jose
 
CA
 
(30,171
)
 
5,825

 
17,755

 
—

 
3,967

 
5,825

 
21,722

 
27,547

 
(12,639
)
 
1997
Colony Park
 
Ceres
 
CA
 
—

 
890

 
2,837

 
—

 
966

 
890

 
3,803

 
4,693

 
(2,226
)
 
1998
Concord Cascade
 
Pacheco
 
CA
 
(11,173
)
 
985

 
3,016

 
—

 
2,516

 
985

 
5,532

 
6,517

 
(4,186
)
 
1983
Contempo Marin
 
San Rafael
 
CA
 
—

 
4,787

 
16,379

 
—

 
3,643

 
4,787

 
20,022

 
24,809

 
(13,864
)
 
1994
Coralwood
 
Modesto
 
CA
 
—

 
—

 
5,047

 
—

 
893

 
—

 
5,940

 
5,940

 
(3,470
)
 
1997
Date Palm Country Club
 
Cathedral City
 
CA
 
—

 
—

 
18,179

 
—

 
7,068

 
—

 
25,247

 
25,247

 
(16,388
)
 
1994
Date Palm RV
 
Cathedral City
 
CA
 
—

 
—

 
216

 
—

 
417

 
—

 
633

 
633

 
(386
)
 
1994
DeAnza Santa Cruz
 
Santa Cruz
 
CA
 
(12,523
)
 
2,103

 
7,201

 
—

 
2,990

 
2,103

 
10,191

 
12,294

 
(6,538
)
 
1994
Four Seasons
 
Fresno
 
CA
 
—

 
756

 
2,348

 
—

 
953

 
756

 
3,301

 
4,057

 
(1,738
)
 
1997
Idyllwild
 
Pine Cove
 
CA
 
—

 
313

 
737

 
4

 
1,084

 
317

 
1,821

 
2,138

 
(617
)
 
2004
Laguna Lake
 
San Luis Obispo
 
CA
 
—

 
2,845

 
6,520

 
—

 
728

 
2,845

 
7,248

 
10,093

 
(4,350
)
 
1998
Lake Minden
 
Nicolaus
 
CA
 
—

 
961

 
2,267

 
13

 
930

 
974

 
3,197

 
4,171

 
(1,136
)
 
2004
Lake of the Springs
 
Oregon House
 
CA
 
—

 
1,062

 
2,504

 
14

 
1,072

 
1,076

 
3,576

 
4,652

 
(1,239
)
 
2004
Lamplighter
 
Spring Valley
 
CA
 
(21,771
)
 
633

 
2,201

 
—

 
1,672

 
633

 
3,873

 
4,506

 
(3,030
)
 
1983
Las Palmas
 
Rialto
 
CA
 
—

 
1,295

 
3,866

 
—

 
691

 
1,295

 
4,557

 
5,852

 
(1,721
)
 
2004
Los Ranchos
 
Apple Valley
 
CA
 
—

 
8,336

 
15,774

 
—

 
205

 
8,336

 
15,979

 
24,315

 
(3,270
)
 
2011
Meadowbrook
 
Santee
 
CA
 
(26,293
)
 
4,345

 
12,528

 
—

 
2,282

 
4,345

 
14,810

 
19,155

 
(8,458
)
 
1998
Monte del Lago
 
Castroville
 
CA
 
—

 
3,150

 
9,469

 
—

 
3,913

 
3,150

 
13,382

 
16,532

 
(7,208
)
 
1997
Morgan Hill
 
Morgan Hill
 
CA
 
—

 
1,856

 
4,378

 
25

 
1,224

 
1,881

 
5,602

 
7,483

 
(1,859
)
 
2004


S-2
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Nicholson Plaza
 
San Jose
 
CA
 
$
—

 
$
—

 
$
4,512

 
$
—

 
$
332

 
$
—

 
$
4,844

 
$
4,844

 
$
(2,953
)
 
1997
Oakzanita Springs
 
Descanso
 
CA
 
—

 
396

 
934

 
5

 
1,172

 
401

 
2,106

 
2,507

 
(729
)
 
2004
Pacific Dunes Ranch
 
Oceana
 
CA
 
—

 
1,940

 
5,632

 
—

 
1,154

 
1,940

 
6,786

 
8,726

 
(2,300
)
 
2004
Palm Springs
 
Palm Desert
 
CA
 
—

 
1,811

 
4,271

 
24

 
1,535

 
1,835

 
5,806

 
7,641

 
(1,906
)
 
2004
Parque La Quinta
 
Rialto
 
CA
 
—

 
1,799

 
5,450

 
—

 
667

 
1,799

 
6,117

 
7,916

 
(2,266
)
 
2004
Pio Pico
 
Jamul
 
CA
 
—

 
2,626

 
6,194

 
35

 
3,001

 
2,661

 
9,195

 
11,856

 
(2,885
)
 
2004
Ponderosa
 
Lotus
 
CA
 
—

 
900

 
2,100

 
—

 
435

 
900

 
2,535

 
3,435

 
(828
)
 
2006
Quail Meadows
 
Riverbank
 
CA
 
—

 
1,155

 
3,469

 
—

 
559

 
1,155

 
4,028

 
5,183

 
(2,325
)
 
1998
Rancho Mesa
 
El Cajon
 
CA
 
—

 
2,130

 
6,389

 
—

 
893

 
2,130

 
7,282

 
9,412

 
(4,172
)
 
1998
Rancho Oso
 
Santa Barbara
 
CA
 
—

 
860

 
2,029

 
11

 
990

 
871

 
3,019

 
3,890

 
(1,056
)
 
2004
Rancho Valley
 
El Cajon
 
CA
 
(6,943
)
 
685

 
1,902

 
—

 
1,447

 
685

 
3,349

 
4,034

 
(2,661
)
 
1983
Royal Holiday
 
Hemet
 
CA
 
—

 
778

 
2,643

 
—

 
2,595

 
778

 
5,238

 
6,016

 
(2,407
)
 
1999
Royal Oaks
 
Visalia
 
CA
 
—

 
602

 
1,921

 
—

 
854

 
602

 
2,775

 
3,377

 
(1,552
)
 
1997
Russian River
 
Cloverdale
 
CA
 
—

 
368

 
868

 
5

 
206

 
373

 
1,074

 
1,447

 
(387
)
 
2004
San Benito
 
Paicines
 
CA
 
—

 
1,411

 
3,328

 
19

 
1,418

 
1,430

 
4,746

 
6,176

 
(1,638
)
 
2004
San Francisco RV
 
Pacifica
 
CA
 
—

 
1,660

 
4,973

 
—

 
933

 
1,660

 
5,906

 
7,566

 
(2,026
)
 
2005
Santa Cruz Ranch RV
 
Scotts Valley
 
CA
 
—

 
1,595

 
3,937

 
—

 
434

 
1,595

 
4,371

 
5,966

 
(1,178
)
 
2007
Santiago Estates
 
Sylmar
 
CA
 
(26,391
)
 
3,562

 
10,767

 
—

 
2,215

 
3,562

 
12,982

 
16,544

 
(7,124
)
 
1998
Sea Oaks
 
Los Osos
 
CA
 
—

 
871

 
2,703

 
—

 
653

 
871

 
3,356

 
4,227

 
(1,942
)
 
1997
Snowflower
 
Emigrant Gap
 
CA
 
—

 
308

 
727

 
4

 
889

 
312

 
1,616

 
1,928

 
(459
)
 
2004
Soledad Canyon
 
Acton
 
CA
 
—

 
2,933

 
6,917

 
39

 
4,202

 
2,972

 
11,119

 
14,091

 
(3,298
)
 
2004
Sunshadow
 
San Jose
 
CA
 
—

 
—

 
5,707

 
—

 
506

 
—

 
6,213

 
6,213

 
(3,690
)
 
1997
Tahoe Valley
 
Lake Tahoe
 
CA
 
—

 
—

 
5,428

 
—

 
537

 
—

 
5,965

 
5,965

 
(2,321
)
 
2004
Turtle Beach
 
Manteca
 
CA
 
—

 
268

 
633

 
4

 
273

 
272

 
906

 
1,178

 
(314
)
 
2004
Village of the Four Seasons
 
San Jose
 
CA
 
(22,859
)
 
5,229

 
15,714

 
—

 
1,116

 
5,229

 
16,830

 
22,059

 
(6,337
)
 
2004
Westwinds (4 properties)
 
San Jose
 
CA
 
—

 
—

 
17,616

 
—

 
9,407

 
—

 
27,023

 
27,023

 
(15,756
)
 
1997
Wilderness Lake
 
Menifee
 
CA
 
—

 
2,157

 
5,088

 
29

 
1,681

 
2,186

 
6,769

 
8,955

 
(2,314
)
 
2004
Yosemite Lakes
 
Groveland
 
CA
 
—

 
2,045

 
4,823

 
27

 
2,221

 
2,072

 
7,044

 
9,116

 
(2,328
)
 
2004
Bear Creek
 
Denver
 
CO
 
—

 
1,100

 
3,359

 
—

 
548

 
1,100

 
3,907

 
5,007

 
(2,240
)
 
1998
Cimarron
 
Broomfield
 
CO
 
(21,166
)
 
863

 
2,790

 
—

 
1,330

 
863

 
4,120

 
4,983

 
(4,829
)
 
1983


S-3
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Golden Terrace
 
Golden
 
CO
 
$
—

 
$
826

 
$
2,415

 
$
—

 
$
2,280

 
$
826

 
$
4,695

 
$
5,521

 
$
(3,133
)
 
1983
Golden Terrace South
 
Golden
 
CO
 
—

 
750

 
2,265

 
—

 
837

 
750

 
3,102

 
3,852

 
(1,845
)
 
1997
Golden Terrace West
 
Golden
 
CO
 
—

 
1,694

 
5,065

 
—

 
1,613

 
1,694

 
6,678

 
8,372

 
(5,632
)
 
1986
Hillcrest Village
 
Aurora
 
CO
 
(44,057
)
 
1,912

 
5,202

 
289

 
3,795

 
2,201

 
8,997

 
11,198

 
(7,387
)
 
1983
Holiday Hills
 
Denver
 
CO
 
—

 
2,159

 
7,780

 
—

 
5,919

 
2,159

 
13,699

 
15,858

 
(11,259
)
 
1983
Holiday Village
 
Co. Springs
 
CO
 
—

 
567

 
1,759

 
—

 
1,604

 
567

 
3,363

 
3,930

 
(2,638
)
 
1983
Pueblo Grande
 
Pueblo
 
CO
 
—

 
241

 
1,069

 
—

 
853

 
241

 
1,922

 
2,163

 
(1,544
)
 
1983
Woodland Hills
 
Thornton
 
CO
 
—

 
1,928

 
4,408

 
—

 
3,122

 
1,928

 
7,530

 
9,458

 
(5,106
)
 
1994
Stonegate Manor
 
North Windham
 
CT
 
(7,019
)
 
6,011

 
12,336

 
—

 
231

 
6,011

 
12,567

 
18,578

 
(2,638
)
 
2011
Aspen Meadows
 
Rehoboth
 
DE
 
—

 
1,148

 
3,460

 
—

 
578

 
1,148

 
4,038

 
5,186

 
(2,389
)
 
1998
Camelot Meadows
 
Rehoboth
 
DE
 
(11,403
)
 
527

 
2,058

 
1,251

 
4,494

 
1,778

 
6,552

 
8,330

 
(3,706
)
 
1998
Mariners Cove
 
Millsboro
 
DE
 
(21,582
)
 
990

 
2,971

 
—

 
5,976

 
990

 
8,947

 
9,937

 
(6,057
)
 
1987
McNicol
 
Rehoboth
 
DE
 
—

 
562

 
1,710

 
—

 
246

 
562

 
1,956

 
2,518

 
(1,094
)
 
1998
Sweetbriar
 
Rehoboth
 
DE
 
—

 
498

 
1,527

 
—

 
507

 
498

 
2,034

 
2,532

 
(1,264
)
 
1998
Waterford
 
Bear
 
DE
 
—

 
5,250

 
16,202

 
—

 
1,850

 
5,250

 
18,052

 
23,302

 
(7,230
)
 
1996
Whispering Pines
 
Lewes
 
DE
 
—

 
1,536

 
4,609

 
—

 
1,664

 
1,536

 
6,273

 
7,809

 
(5,042
)
 
1988
Audubon
 
Orlando
 
FL
 
—

 
4,622

 
7,200

 
—

 
211

 
4,622

 
7,411

 
12,033

 
(1,563
)
 
2011
Barrington Hills
 
Hudson
 
FL
 
(4,789
)
 
1,145

 
3,437

 
—

 
622

 
1,145

 
4,059

 
5,204

 
(1,665
)
 
2004
Bay Indies
 
Venice
 
FL
 
(69,495
)
 
10,483

 
31,559

 
10

 
6,553

 
10,493

 
38,112

 
48,605

 
(25,840
)
 
1994
Bay Lake Estates
 
Nokomis
 
FL
 
(12,961
)
 
990

 
3,390

 
—

 
1,879

 
990

 
5,269

 
6,259

 
(3,312
)
 
1994
Beacon Hill Colony
 
Lakeland
 
FL
 
—

 
3,775

 
6,405

 
—

 
46

 
3,775

 
6,451

 
10,226

 
(1,276
)
 
2011
Beacon Terrace
 
Lakeland
 
FL
 
(6,582
)
 
5,372

 
9,153

 
—

 
219

 
5,372

 
9,372

 
14,744

 
(1,932
)
 
2011
Breezy Hill RV
 
Pompano Beach
 
FL
 
(19,549
)
 
5,424

 
16,555

 
—

 
1,856

 
5,424

 
18,411

 
23,835

 
(8,021
)
 
2002
Buccaneer
 
N. Ft. Myers
 
FL
 
(34,187
)
 
4,207

 
14,410

 
—

 
3,459

 
4,207

 
17,869

 
22,076

 
(11,762
)
 
1994
Bulow Plantation
 
Flagler Beach
 
FL
 
—

 
3,637

 
949

 
—

 
6,461

 
3,637

 
7,410

 
11,047

 
(4,013
)
 
1994
Bulow Village RV
 
Flagler Beach
 
FL
 
—

 
—

 
228

 
—

 
1,228

 
—

 
1,456

 
1,456

 
(625
)
 
1994
Carefree Cove
 
Fort Lauderdale
 
FL
 
—

 
1,741

 
5,170

 
—

 
646

 
1,741

 
5,816

 
7,557

 
(2,215
)
 
2004
Carefree Village
 
Tampa
 
FL
 
—

 
6,799

 
10,421

 
—

 
349

 
6,799

 
10,770

 
17,569

 
(2,344
)
 
2011
Carriage Cove
 
Daytona Beach
 
FL
 
(11,227
)
 
2,914

 
8,682

 
—

 
1,404

 
2,914

 
10,086

 
13,000

 
(5,962
)
 
1998
Cheron Village
 
Davie
 
FL
 
(5,529
)
 
10,393

 
6,217

 
—

 
117

 
10,393

 
6,334

 
16,727

 
(1,656
)
 
2011
Clerbrook
 
Clermont
 
FL
 
(10,070
)
 
3,883

 
11,700

 
—

 
1,540

 
3,883

 
13,240

 
17,123

 
(4,247
)
 
2006


S-4
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
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
 
$
—

 
$
13,684

 
$
24,106

 
$
—

 
$
623

 
$
13,684

 
$
24,729

 
$
38,413

 
$
(5,018
)
 
2011
Clover Leaf Forest
 
Brooksville
 
FL
 
—

 
1,092

 
2,178

 
—

 
218

 
1,092

 
2,396

 
3,488

 
(323
)
 
2011
Coachwood
 
Leesburg
 
FL
 
—

 
1,602

 
4,822

 
—

 
399

 
1,602

 
5,221

 
6,823

 
(2,085
)
 
2004
Colony Cove
 
Ellenton
 
FL
 
(112,075
)
 
28,660

 
92,457

 
35,859

 
2,812

 
64,519

 
95,269

 
159,788

 
(19,224
)
 
2011
Coquina Crossing
 
Elkton
 
FL
 
(33,022
)
 
5,274

 
5,545

 
—

 
18,161

 
5,274

 
23,706

 
28,980

 
(9,746
)
 
1999
Coral Cay
 
Margate
 
FL
 
(22,020
)
 
5,890

 
20,211

 
—

 
8,060

 
5,890

 
28,271

 
34,161

 
(18,466
)
 
1994
 Country Place (2)
 
New Port Richey
 
FL
 
(22,222
)
 
663

 
—

 
18

 
7,711

 
681

 
7,711

 
8,392

 
(5,591
)
 
1986
Countryside
 
Vero Beach
 
FL
 
—

 
3,711

 
11,133

 
—

 
7,096

 
3,711

 
18,229

 
21,940

 
(10,051
)
 
1998
Covington Estates
 
Saint Cloud
 
FL
 
(10,151
)
 
3,319

 
7,253

 
—

 
86

 
3,319

 
7,339

 
10,658

 
(1,520
)
 
2011
Crystal Isles
 
Crystal River
 
FL
 
—

 
926

 
2,787

 
10

 
1,169

 
936

 
3,956

 
4,892

 
(1,522
)
 
2004
Crystal Lakes-Zephyrhills
 
Zephyrhills
 
FL
 
—

 
3,767

 
6,834

 
—

 
240

 
3,767

 
7,074

 
10,841

 
(1,477
)
 
2011
Down Yonder
 
Largo
 
FL
 
(12,245
)
 
2,652

 
7,981

 
—

 
1,035

 
2,652

 
9,016

 
11,668

 
(3,842
)
 
1998
East Bay Oaks
 
Largo
 
FL
 
(10,679
)
 
1,240

 
3,322

 
—

 
1,349

 
1,240

 
4,671

 
5,911

 
(3,968
)
 
1983
Eldorado Village
 
Largo
 
FL
 
(7,160
)
 
778

 
2,341

 
—

 
1,151

 
778

 
3,492

 
4,270

 
(2,865
)
 
1983
Emerald Lake
 
Punta Gorda
 
FL
 
(4,995
)
 
3,598

 
5,197

 
—

 
353

 
3,598

 
5,550

 
9,148

 
(1,124
)
 
2011
Featherock
 
Valrico
 
FL
 
(21,479
)
 
11,369

 
22,770

 
—

 
384

 
11,369

 
23,154

 
34,523

 
(4,320
)
 
2011
Fiesta Key
 
Long Key
 
FL
 
—

 
16,611

 
7,338

 
—

 
1,827

 
16,611

 
9,165

 
25,776

 
(690
)
 
2013
Fort Myers Beach Resort
 
Fort Myers Beach
 
FL
 
—

 
1,188

 
3,548

 
—

 
338

 
1,188

 
3,886

 
5,074

 
(1,659
)
 
2004
Foxwood
 
Ocala
 
FL
 
—

 
3,853

 
7,967

 
—

 
363

 
3,853

 
8,330

 
12,183

 
(1,846
)
 
2011
Glen Ellen
 
Clearwater
 
FL
 
—

 
619

 
1,882

 
—

 
251

 
619

 
2,133

 
2,752

 
(907
)
 
2002
Grand Island
 
Grand Island
 
FL
 
—

 
1,723

 
5,208

 
125

 
4,421

 
1,848

 
9,629

 
11,477

 
(4,303
)
 
2001
Gulf Air Resort
 
Fort Myers Beach
 
FL
 
(6,691
)
 
1,609

 
4,746

 
—

 
402

 
1,609

 
5,148

 
6,757

 
(2,043
)
 
2004
Gulf View
 
Punta Gorda
 
FL
 
—

 
717

 
2,158

 
—

 
1,196

 
717

 
3,354

 
4,071

 
(1,363
)
 
2004
Hacienda Village
 
New Port Richey
 
FL
 
(19,463
)
 
4,297

 
13,088

 
—

 
2,536

 
4,297

 
15,624

 
19,921

 
(6,486
)
 
2002
Harbor Lakes
 
Port Charlotte
 
FL
 
(19,650
)
 
3,384

 
10,154

 
—

 
918

 
3,384

 
11,072

 
14,456

 
(4,298
)
 
2004
Harbor View
 
New Port Richey
 
FL
 
(20,522
)
 
4,030

 
12,146

 
—

 
328

 
4,030

 
12,474

 
16,504

 
(5,535
)
 
2002
Haselton Village
 
Eustis
 
FL
 
(6,540
)
 
3,800

 
8,955

 
—

 
285

 
3,800

 
9,240

 
13,040

 
(1,760
)
 
2011
Heritage Plantation
 
Vero Beach
 
FL
 
—

 
2,403

 
7,259

 
—

 
2,184

 
2,403

 
9,443

 
11,846

 
(6,493
)
 
1994
Heron Cay
 
Vero Beach
 
FL
 
(30,903
)
 
14,368

 
23,792

 
—

 
473

 
14,368

 
24,265

 
38,633

 
(4,816
)
 
2011
Hidden Valley
 
Orlando
 
FL
 
(9,039
)
 
11,398

 
12,861

 
—

 
245

 
11,398

 
13,106

 
24,504

 
(2,761
)
 
2011


S-5
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Highland Wood RV
 
Pompano Beach
 
FL
 
$
—

 
$
1,043

 
$
3,130

 
$
42

 
$
297

 
$
1,085

 
$
3,427

 
$
4,512

 
$
(1,518
)
 
2002
Hillcrest
 
Clearwater
 
FL
 
(6,888
)
 
1,278

 
3,928

 
—

 
1,249

 
1,278

 
5,177

 
6,455

 
(3,084
)
 
1998
Holiday Ranch
 
Clearwater
 
FL
 
(4,330
)
 
925

 
2,866

 
—

 
445

 
925

 
3,311

 
4,236

 
(1,947
)
 
1998
Holiday Village
 
Ormond Beach
 
FL
 
(9,190
)
 
2,610

 
7,837

 
—

 
471

 
2,610

 
8,308

 
10,918

 
(3,654
)
 
2002
Holiday Village
 
Vero Beach
 
FL
 
—

 
350

 
1,374

 
—

 
220

 
350

 
1,594

 
1,944

 
(954
)
 
1998
Indian Oaks
 
Rockledge
 
FL
 
—

 
1,089

 
3,376

 
—

 
1,018

 
1,089

 
4,394

 
5,483

 
(2,608
)
 
1998
Island Vista
 
North Ft. Myers
 
FL
 
(14,029
)
 
5,004

 
15,066

 
—

 
873

 
5,004

 
15,939

 
20,943

 
(4,862
)
 
2006
Kings & Queens
 
Lakeland
 
FL
 
—

 
1,696

 
3,064

 
—

 
48

 
1,696

 
3,112

 
4,808

 
(670
)
 
2011
Lake Fairways
 
N. Ft. Myers
 
FL
 
(44,444
)
 
6,075

 
18,134

 
35

 
2,795

 
6,110

 
20,929

 
27,039

 
(14,149
)
 
1994
Lake Haven
 
Dunedin
 
FL
 
(15,994
)
 
1,135

 
4,047

 
—

 
3,404

 
1,135

 
7,451

 
8,586

 
(5,630
)
 
1983
Lake Magic
 
Clermont
 
FL
 
—

 
1,595

 
4,793

 
—

 
903

 
1,595

 
5,696

 
7,291

 
(2,166
)
 
2004
Lake Village
 
Nokomis
 
FL
 
(18,031
)
 
15,850

 
18,099

 
—

 
303

 
15,850

 
18,402

 
34,252

 
(3,669
)
 
2011
Lake Worth Village
 
Lake Worth
 
FL
 
(9,562
)
 
14,959

 
24,501

 
—

 
1,238

 
14,959

 
25,739

 
40,698

 
(5,448
)
 
2011
Lakeland Harbor
 
Lakeland
 
FL
 
(16,220
)
 
10,446

 
17,376

 
—

 
139

 
10,446

 
17,515

 
27,961

 
(3,518
)
 
2011
Lakeland Junction
 
Lakeland
 
FL
 
(4,061
)
 
3,018

 
4,752

 
—

 
62

 
3,018

 
4,814

 
7,832

 
(1,010
)
 
2011
Lakes at Countrywood
 
Plant City
 
FL
 
(9,678
)
 
2,377

 
7,085

 
—

 
1,881

 
2,377

 
8,966

 
11,343

 
(4,280
)
 
2001
Lakeside Terrace
 
Fruitland Park
 
FL
 
—

 
3,275

 
7,165

 
—

 
215

 
3,275

 
7,380

 
10,655

 
(1,475
)
 
2011
Lakewood Village
 
Melbourne
 
FL
 
—

 
1,862

 
5,627

 
—

 
1,764

 
1,862

 
7,391

 
9,253

 
(5,029
)
 
1994
Lighthouse Pointe
 
Port Orange
 
FL
 
(12,628
)
 
2,446

 
7,483

 
23

 
1,414

 
2,469

 
8,897

 
11,366

 
(5,305
)
 
1998
Manatee
 
Bradenton
 
FL
 
—

 
2,300

 
6,903

 
—

 
725

 
2,300

 
7,628

 
9,928

 
(3,029
)
 
2004
Maralago Cay
 
Lantana
 
FL
 
—

 
5,325

 
15,420

 
—

 
5,571

 
5,325

 
20,991

 
26,316

 
(11,956
)
 
1997
Meadows at Countrywood
 
Plant City
 
FL
 
(21,285
)
 
4,514

 
13,175

 
—

 
5,138

 
4,514

 
18,313

 
22,827

 
(10,153
)
 
1998
Mid-Florida Lakes
 
Leesburg
 
FL
 
—

 
5,997

 
20,635

 
—

 
10,358

 
5,997

 
30,993

 
36,990

 
(19,458
)
 
1994
Miami Everglades
 
Miami
 
FL
 
—

 
5,362

 
6,238

 
—

 
21

 
5,362

 
6,259

 
11,621

 
(272
)
 
2015
Oak Bend
 
Ocala
 
FL
 
—

 
850

 
2,572

 
—

 
1,428

 
850

 
4,000

 
4,850

 
(2,683
)
 
1993
Oaks at Countrywood
 
Plant City
 
FL
 
(3,987
)
 
846

 
2,513

 
—

 
5,286

 
846

 
7,799

 
8,645

 
(3,361
)
 
1998
Orange Lake
 
Clermont
 
FL
 
(5,192
)
 
4,303

 
6,815

 
—

 
408

 
4,303

 
7,223

 
11,526

 
(1,518
)
 
2011
Orlando
 
Clermont
 
FL
 
—

 
2,975

 
7,017

 
40

 
3,154

 
3,015

 
10,171

 
13,186

 
(3,313
)
 
2004
Palm Beach Colony
 
West Palm Beach
 
FL
 
(12,520
)
 
5,930

 
10,113

 
8

 
476

 
5,938

 
10,589

 
16,527

 
(2,159
)
 
2011
Park City West
 
Fort Lauderdale
 
FL
 
(13,777
)
 
4,184

 
12,561

 
—

 
896

 
4,184

 
13,457

 
17,641

 
(5,296
)
 
2004
Parkwood Communities
 
Wildwood
 
FL
 
(9,382
)
 
6,990

 
15,115

 
—

 
318

 
6,990

 
15,433

 
22,423

 
(3,164
)
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

S-6
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Pasco
 
Lutz
 
FL
 
$
(4,198
)
 
$
1,494

 
$
4,484

 
$
—

 
$
724

 
$
1,494

 
$
5,208

 
$
6,702

 
$
(2,005
)
 
2004
Peace River
 
Wauchula
 
FL
 
—

 
900

 
2,100

 
—

 
636

 
900

 
2,736

 
3,636

 
(851
)
 
2006
Pickwick
 
Port Orange
 
FL
 
(20,201
)
 
2,803

 
8,870

 
—

 
1,364

 
2,803

 
10,234

 
13,037

 
(5,974
)
 
1998
Pine Island Resort
 
St. James City
 
FL
 
—

 
1,678

 
5,044

 
—

 
610

 
1,678

 
5,654

 
7,332

 
(1,549
)
 
2007
Pine Lakes
 
N. Ft. Myers
 
FL
 
(34,415
)
 
6,306

 
14,579

 
21

 
7,639

 
6,327

 
22,218

 
28,545

 
(14,726
)
 
1994
Pioneer Village
 
N. Ft. Myers
 
FL
 
(14,563
)
 
4,116

 
12,353

 
—

 
1,804

 
4,116

 
14,157

 
18,273

 
(5,667
)
 
2004
Ramblers Rest
 
Venice
 
FL
 
—

 
4,646

 
14,201

 
—

 
5,033

 
4,646

 
19,234

 
23,880

 
(5,560
)
 
2006
Ridgewood Estates
 
Ellenton
 
FL
 
(9,847
)
 
6,769

 
8,791

 
—

 
222

 
6,769

 
9,013

 
15,782

 
(1,934
)
 
2011
Royal Coachman
 
Nokomis
 
FL
 
(11,531
)
 
5,321

 
15,978

 
—

 
1,405

 
5,321

 
17,383

 
22,704

 
(6,904
)
 
2004
Shady Lane Oaks
 
Clearwater
 
FL
 
(5,625
)
 
4,984

 
8,482

 
—

 
155

 
4,984

 
8,637

 
13,621

 
(1,880
)
 
2011
Shady Lane Village
 
Clearwater
 
FL
 
—

 
3,102

 
5,480

 
—

 
49

 
3,102

 
5,529

 
8,631

 
(1,203
)
 
2011
Shangri La
 
Largo
 
FL
 
—

 
1,722

 
5,200

 
—

 
264

 
1,722

 
5,464

 
7,186

 
(2,127
)
 
2004
Sherwood Forest
 
Kissimmee
 
FL
 
(28,221
)
 
4,852

 
14,596

 
—

 
6,342

 
4,852

 
20,938

 
25,790

 
(11,527
)
 
1998
Sherwood Forest RV
 
Kissimmee
 
FL
 
—

 
2,870

 
3,621

 
568

 
3,197

 
3,438

 
6,818

 
10,256

 
(3,646
)
 
1998
Silk Oak
 
Clearwater
 
FL
 
—

 
1,649

 
5,028

 
—

 
218

 
1,649

 
5,246

 
6,895

 
(2,292
)
 
2002
Silver Dollar
 
Odessa
 
FL
 
(13,317
)
 
4,107

 
12,431

 
240

 
2,143

 
4,347

 
14,574

 
18,921

 
(5,754
)
 
2004
Sixth Ave.
 
Zephryhills
 
FL
 
—

 
837

 
2,518

 
—

 
74

 
837

 
2,592

 
3,429

 
(1,038
)
 
2004
Southern Palms
 
Eustis
 
FL
 
—

 
2,169

 
5,884

 
—

 
3,425

 
2,169

 
9,309

 
11,478

 
(5,172
)
 
1998
Southernaire
 
Mt. Dora
 
FL
 
—

 
796

 
2,395

 
—

 
149

 
796

 
2,544

 
3,340

 
(996
)
 
2004
Space Coast
 
Rockledge
 
FL
 
—

 
2,413

 
3,716

 
—

 
79

 
2,413

 
3,795

 
6,208

 
(377
)
 
2014
Starlight Ranch
 
Orlando
 
FL
 
(37,312
)
 
13,543

 
20,388

 
—

 
715

 
13,543

 
21,103

 
34,646

 
(4,671
)
 
2011
Sunshine Holiday MH
 
Ormond Beach
 
FL
 
—

 
2,001

 
6,004

 
—

 
816

 
2,001

 
6,820

 
8,821

 
(2,914
)
 
2004
Sunshine Holiday RV
 
Fort Lauderdale
 
FL
 
—

 
3,099

 
9,286

 
—

 
692

 
3,099

 
9,978

 
13,077

 
(3,627
)
 
2004
Sunshine Key
 
Big Pine Key
 
FL
 
—

 
5,273

 
15,822

 
—

 
2,921

 
5,273

 
18,743

 
24,016

 
(7,181
)
 
2004
Sunshine Travel
 
Vero Beach
 
FL
 
—

 
1,603

 
4,813

 
—

 
579

 
1,603

 
5,392

 
6,995

 
(2,024
)
 
2004
Tarpon Glen
 
Tarpon Springs
 
FL
 
—

 
2,678

 
4,016

 
—

 
85

 
2,678

 
4,101

 
6,779

 
(944
)
 
2011
Terra Ceia
 
Palmetto
 
FL
 
—

 
965

 
2,905

 
—

 
308

 
965

 
3,213

 
4,178

 
(1,236
)
 
2004
The Heritage
 
N. Ft. Myers
 
FL
 
(11,350
)
 
1,438

 
4,371

 
346

 
4,300

 
1,784

 
8,671

 
10,455

 
(5,651
)
 
1993
The Meadows
 
Palm Beach Gardens
 
FL
 
(10,602
)
 
3,229

 
9,870

 
—

 
5,986

 
3,229

 
15,856

 
19,085

 
(6,762
)
 
1999
Three Flags RV Resort
 
Wildwood
 
FL
 
—

 
228

 
684

 
—

 
275

 
228

 
959

 
1,187

 
(340
)
 
2006


S-7
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Toby's
 
Arcadia
 
FL
 
$
(3,750
)
 
$
1,093

 
$
3,280

 
$
—

 
$
325

 
$
1,093

 
$
3,605

 
$
4,698

 
$
(1,470
)
 
2003
Topics
 
Spring Hill
 
FL
 
—

 
844

 
2,568

 
—

 
526

 
844

 
3,094

 
3,938

 
(1,205
)
 
2004
Tropical Palms
 
Kissimmee
 
FL
 
—

 
5,677

 
17,116

 
—

 
6,973

 
5,677

 
24,089

 
29,766

 
(10,713
)
 
2004
Tropical Palms
 
Punta Gorda
 
FL
 
—

 
2,365

 
7,286

 
—

 
2,293

 
2,365

 
9,579

 
11,944

 
(2,555
)
 
2006
Vacation Village
 
Largo
 
FL
 
(4,920
)
 
1,315

 
3,946

 
—

 
475

 
1,315

 
4,421

 
5,736

 
(1,690
)
 
2004
Vero Palm
 
Vero Beach
 
FL
 
(12,433
)
 
6,697

 
9,025

 
—

 
160

 
6,697

 
9,185

 
15,882

 
(1,896
)
 
2011
Village Green
 
Vero Beach
 
FL
 
(23,106
)
 
15,901

 
25,175

 
—

 
573

 
15,901

 
25,748

 
41,649

 
(5,579
)
 
2011
Villas at Spanish Oaks
 
Ocala
 
FL
 
—

 
2,250

 
6,922

 
—

 
2,060

 
2,250

 
8,982

 
11,232

 
(5,992
)
 
1993
Whispering Pines - Largo
 
Largo
 
FL
 
—

 
8,218

 
14,054

 
—

 
265

 
8,218

 
14,319

 
22,537

 
(2,974
)
 
2011
Windmill Manor
 
Bradenton
 
FL
 
(15,137
)
 
2,153

 
6,125

 
—

 
1,765

 
2,153

 
7,890

 
10,043

 
(4,454
)
 
1998
Windmill Village
 
N. Ft. Myers
 
FL
 
—

 
1,417

 
5,440

 
—

 
2,124

 
1,417

 
7,564

 
8,981

 
(6,804
)
 
1983
Winds of St. Armands North
 
Sarasota
 
FL
 
(26,847
)
 
1,523

 
5,063

 
—

 
3,403

 
1,523

 
8,466

 
9,989

 
(6,832
)
 
1983
Winds of St. Armands South
 
Sarasota
 
FL
 
(17,515
)
 
1,106

 
3,162

 
—

 
1,358

 
1,106

 
4,520

 
5,626

 
(3,889
)
 
1983
Winter Garden
 
Winter Garden
 
FL
 
—

 
2,321

 
6,962

 
—

 
381

 
2,321

 
7,343

 
9,664

 
(2,125
)
 
2007
Coach Royale
 
Boise
 
ID
 
—

 
465

 
1,685

 
—

 
19

 
465

 
1,704

 
2,169

 
(392
)
 
2011
Maple Grove
 
Boise
 
ID
 
—

 
1,358

 
5,151

 
—

 
80

 
1,358

 
5,231

 
6,589

 
(1,172
)
 
2011
Shenandoah Estates
 
Boise
 
ID
 
—

 
1,287

 
7,603

 
—

 
167

 
1,287

 
7,770

 
9,057

 
(1,417
)
 
2011
West Meadow Estates
 
Boise
 
ID
 
(8,221
)
 
1,371

 
6,770

 
—

 
74

 
1,371

 
6,844

 
8,215

 
(1,357
)
 
2011
Golf Vistas Estates
 
Monee
 
IL
 
(11,606
)
 
2,842

 
4,719

 
1

 
6,720

 
2,843

 
11,439

 
14,282

 
(6,301
)
 
1997
O'Connell's
 
Amboy
 
IL
 
—

 
1,648

 
4,974

 
—

 
985

 
1,648

 
5,959

 
7,607

 
(2,432
)
 
2004
Pheasant Lake Estates
 
Beecher
 
IL
 
—

 
12,764

 
42,183

 
—

 
102

 
12,764

 
42,285

 
55,049

 
(5,086
)
 
2013
Pine Country
 
Belvidere
 
IL
 
—

 
53

 
166

 
—

 
511

 
53

 
677

 
730

 
(137
)
 
2006
Willow Lake Estates
 
Elgin
 
IL
 
—

 
6,138

 
21,033

 
—

 
7,210

 
6,138

 
28,243

 
34,381

 
(17,913
)
 
1994
Hoosier Estates
 
Lebanon
 
IN
 
—

 
2,293

 
7,197

 
—

 
72

 
2,293

 
7,269

 
9,562

 
(1,384
)
 
2011
Horseshoe Lake
 
Clinton
 
IN
 
—

 
155

 
365

 
2

 
487

 
157

 
852

 
1,009

 
(264
)
 
2004
Indian Lakes
 
Batesville
 
IN
 
—

 
450

 
1,061

 
6

 
2,369

 
456

 
3,430

 
3,886

 
(762
)
 
2004
Lakeside
 
New Carlisle
 
IN
 
—

 
426

 
1,281

 
—

 
157

 
426

 
1,438

 
1,864

 
(560
)
 
2004
North Glen Village
 
Westfield
 
IN
 
—

 
2,308

 
6,333

 
—

 
136

 
2,308

 
6,469

 
8,777

 
(1,343
)
 
2011
Oak Tree Village
 
Portage
 
IN
 
—

 
569

 
—

 
—

 
4,001

 
569

 
4,001

 
4,570

 
(3,133
)
 
1987
Twin Mills RV
 
Howe
 
IN
 
—

 
1,399

 
4,186

 
—

 
349

 
1,399

 
4,535

 
5,934

 
(1,381
)
 
2006


S-8
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
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

 
$
—

 
$
90

 
$
530

 
$
1,602

 
$
2,132

 
$
(536
)
 
2006
Gateway to Cape Cod
 
Rochester
 
MA
 
—

 
91

 
288

 
—

 
280

 
91

 
568

 
659

 
(186
)
 
2006
Hillcrest
 
Rockland
 
MA
 
(1,837
)
 
2,034

 
3,182

 
—

 
62

 
2,034

 
3,244

 
5,278

 
(691
)
 
2011
Old Chatham RV
 
South Dennis
 
MA
 
(7,652
)
 
1,760

 
5,293

 
—

 
210

 
1,760

 
5,503

 
7,263

 
(1,880
)
 
2005
Sturbridge
 
Sturbridge
 
MA
 
—

 
110

 
347

 
—

 
600

 
110

 
947

 
1,057

 
(218
)
 
2006
The Glen
 
Norwell
 
MA
 
—

 
940

 
1,680

 
—

 
3

 
940

 
1,683

 
2,623

 
(362
)
 
2011
Fernwood
 
Capitol Heights
 
MD
 
—

 
6,556

 
11,674

 
—

 
312

 
6,556

 
11,986

 
18,542

 
(2,437
)
 
2011
Williams Estates and Peppermint Woods
 
Middle River
 
MD
 
(39,051
)
 
22,774

 
42,575

 
—

 
774

 
22,774

 
43,349

 
66,123

 
(8,552
)
 
2011
Moody Beach
 
Moody
 
ME
 
—

 
93

 
292

 
—

 
365

 
93

 
657

 
750

 
(159
)
 
2006
Pinehirst RV Park
 
Old Orchard Beach
 
ME
 
(11,217
)
 
1,942

 
5,827

 
—

 
1,200

 
1,942

 
7,027

 
8,969

 
(2,303
)
 
2005
Mt. Desert Narrows
 
Bar Harbor
 
ME
 
—

 
1,037

 
3,127

 
—

 
200

 
1,037

 
3,327

 
4,364

 
(892
)
 
2007
Narrows Too
 
Trenton
 
ME
 
—

 
1,451

 
4,408

 
—

 
90

 
1,451

 
4,498

 
5,949

 
(1,210
)
 
2007
Patton Pond
 
Ellsworth
 
ME
 
—

 
267

 
802

 
—

 
119

 
267

 
921

 
1,188

 
(255
)
 
2007
Bear Cave Resort
 
Buchanan
 
MI
 
—

 
176

 
516

 
—

 
183

 
176

 
699

 
875

 
(236
)
 
2006
Lake in the Hills
 
Auburn Hills
 
MI
 
(4,087
)
 
1,792

 
5,599

 
—

 
108

 
1,792

 
5,707

 
7,499

 
(1,351
)
 
2011
St Clair
 
St Clair
 
MI
 
—

 
453

 
1,068

 
6

 
362

 
459

 
1,430

 
1,889

 
(543
)
 
2004
Swan Creek
 
Ypsilanti
 
MI
 
(5,337
)
 
1,844

 
7,180

 
—

 
178

 
1,844

 
7,358

 
9,202

 
(1,730
)
 
2011
Cedar Knolls
 
Apple Valley
 
MN
 
(15,852
)
 
10,021

 
14,357

 
—

 
212

 
10,021

 
14,569

 
24,590

 
(3,317
)
 
2011
Cimarron Park
 
Lake Elmo
 
MN
 
—

 
11,097

 
23,132

 
—

 
429

 
11,097

 
23,561

 
34,658

 
(3,341
)
 
2011
Rockford Riverview Estates
 
Rockford
 
MN
 
—

 
2,959

 
8,882

 
—

 
90

 
2,959

 
8,972

 
11,931

 
(1,961
)
 
2011
Rosemount Woods
 
Rosemount
 
MN
 
—

 
4,314

 
8,932

 
—

 
145

 
4,314

 
9,077

 
13,391

 
(1,833
)
 
2011
Bogue Pines
 
Newport
 
NC
 
—

 
1,476

 
2,592

 
—

 
—

 
1,476

 
2,592

 
4,068

 
(265
)
 
2015
Forest Lake
 
Advance
 
NC
 
—

 
986

 
2,325

 
13

 
664

 
999

 
2,989

 
3,988

 
(1,075
)
 
2004
Goose Creek
 
Newport
 
NC
 
(16,256
)
 
4,612

 
13,848

 
750

 
2,000

 
5,362

 
15,848

 
21,210

 
(6,075
)
 
2004
Green Mountain Park
 
Lenoir
 
NC
 
—

 
1,037

 
3,075

 
—

 
697

 
1,037

 
3,772

 
4,809

 
(1,088
)
 
2006
Lake Gaston
 
Littleton
 
NC
 
—

 
130

 
409

 
—

 
291

 
130

 
700

 
830

 
(212
)
 
2006
Lake Myers RV
 
Mocksville
 
NC
 
—

 
1,504

 
4,587

 
—

 
314

 
1,504

 
4,901

 
6,405

 
(1,541
)
 
2006
Scenic
 
Asheville
 
NC
 
(3,354
)
 
1,183

 
3,511

 
—

 
243

 
1,183

 
3,754

 
4,937

 
(1,184
)
 
2006
Twin Lakes
 
Chocowinity
 
NC
 
—

 
1,709

 
3,361

 
—

 
627

 
1,709

 
3,988

 
5,697

 
(1,518
)
 
2004
Waterway RV
 
Cedar Point
 
NC
 
(5,868
)
 
2,392

 
7,185

 
—

 
766

 
2,392

 
7,951

 
10,343

 
(2,974
)
 
2004


S-9
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Whispering Pines - NC
 
Newport
 
NC
 
$
—

 
$
3,096

 
$
5,082

 
$
—

 
$
—

 
$
3,096

 
$
5,082

 
$
8,178

 
$
(460
)
 
2015
Buena Vista
 
Fargo
 
ND
 
—

 
4,563

 
14,949

 
—

 
438

 
4,563

 
15,387

 
19,950

 
(3,002
)
 
2011
Meadow Park
 
Fargo
 
ND
 
—

 
943

 
2,907

 
—

 
199

 
943

 
3,106

 
4,049

 
(641
)
 
2011
Pine Acres
 
Raymond
 
NH
 
—

 
3,096

 
2,102

 
—

 
160

 
3,096

 
2,262

 
5,358

 
(445
)
 
2014
Sandy Beach RV
 
Contoocook
 
NH
 
—

 
1,755

 
5,265

 
—

 
157

 
1,755

 
5,422

 
7,177

 
(1,892
)
 
2005
Tuxbury Resort
 
South Hampton
 
NH
 
—

 
3,557

 
3,910

 
—

 
569

 
3,557

 
4,479

 
8,036

 
(1,201
)
 
2007
Chestnut Lake
 
Port Republic
 
NJ
 
—

 
337

 
796

 
4

 
1,088

 
341

 
1,884

 
2,225

 
(398
)
 
2004
Echo Farms
 
Ocean View
 
NJ
 
—

 
2,840

 
3,045

 
—

 
770

 
2,840

 
3,815

 
6,655

 
(419
)
 
2014
Lake & Shore
 
Ocean View
 
NJ
 
—

 
378

 
1,192

 
—

 
1,715

 
378

 
2,907

 
3,285

 
(802
)
 
2006
Mays Landing
 
Mays Landing
 
NJ
 
—

 
536

 
289

 
—

 
167

 
536

 
456

 
992

 
(31
)
 
2014
Pine Ridge at Crestwood
 
Whiting
 
NJ
 
—

 
17,367

 
33,127

 
—

 
478

 
17,367

 
33,605

 
50,972

 
(6,910
)
 
2011
Sea Pines
 
Swainton
 
NJ
 
—

 
198

 
625

 
—

 
1,084

 
198

 
1,709

 
1,907

 
(383
)
 
2006
Bonanza
 
Las Vegas
 
NV
 
—

 
908

 
2,643

 
—

 
1,866

 
908

 
4,509

 
5,417

 
(3,636
)
 
1983
Boulder Cascade
 
Las Vegas
 
NV
 
(7,913
)
 
2,995

 
9,020

 
—

 
2,664

 
2,995

 
11,684

 
14,679

 
(6,617
)
 
1998
Cabana
 
Las Vegas
 
NV
 
(8,783
)
 
2,648

 
7,989

 
—

 
1,031

 
2,648

 
9,020

 
11,668

 
(6,162
)
 
1994
Flamingo West
 
Las Vegas
 
NV
 
(13,005
)
 
1,730

 
5,266

 
—

 
1,799

 
1,730

 
7,065

 
8,795

 
(4,722
)
 
1994
Las Vegas
 
Las Vegas
 
NV
 
—

 
1,049

 
2,473

 
14

 
685

 
1,063

 
3,158

 
4,221

 
(1,066
)
 
2004
Mountain View - NV
 
Henderson
 
NV
 
(19,790
)
 
16,665

 
25,915

 
—

 
332

 
16,665

 
26,247

 
42,912

 
(5,104
)
 
2011
Villa Borega
 
Las Vegas
 
NV
 
(9,228
)
 
2,896

 
8,774

 
—

 
1,237

 
2,896

 
10,011

 
12,907

 
(5,985
)
 
1997
Alpine Lake
 
Corinth
 
NY
 
—

 
4,783

 
14,125

 
153

 
989

 
4,936

 
15,114

 
20,050

 
(5,250
)
 
2005
Brennan Beach
 
Pulaski
 
NY
 
—

 
7,325

 
21,141

 
—

 
5,377

 
7,325

 
26,518

 
33,843

 
(8,546
)
 
2005
Greenwood Village
 
Manorville
 
NY
 
(23,150
)
 
3,667

 
9,414

 
484

 
5,589

 
4,151

 
15,003

 
19,154

 
(7,917
)
 
1998
Lake George Escape
 
Lake George
 
NY
 
—

 
3,562

 
10,708

 
—

 
2,358

 
3,562

 
13,066

 
16,628

 
(4,215
)
 
2005
Lake George Schroon Valley
 
Warrensburg
 
NY
 
—

 
540

 
1,626

 
—

 
48

 
540

 
1,674

 
2,214

 
(444
)
 
2008
Rondout Valley Resort
 
Accord
 
NY
 
—

 
1,115

 
3,240

 
—

 
654

 
1,115

 
3,894

 
5,009

 
(1,184
)
 
2006
The Woodlands
 
Lockport
 
NY
 
—

 
12,183

 
39,687

 
—

 
492

 
12,183

 
40,179

 
52,362

 
(8,043
)
 
2011
Kenisee Lake
 
Jefferson
 
OH
 
—

 
295

 
696

 
4

 
225

 
299

 
921

 
1,220

 
(307
)
 
2004
Wilmington
 
Wilmington
 
OH
 
—

 
235

 
555

 
3

 
241

 
238

 
796

 
1,034

 
(263
)
 
2004
Bend
 
Bend
 
OR
 
—

 
733

 
1,729

 
10

 
730

 
743

 
2,459

 
3,202

 
(848
)
 
2004
Falcon Wood Village
 
Eugene
 
OR
 
—

 
1,112

 
3,426

 
—

 
656

 
1,112

 
4,082

 
5,194

 
(2,386
)
 
1997

S-10
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Mt. Hood
 
Welches
 
OR
 
$
—

 
$
1,817

 
$
5,733

 
$
—

 
$
409

 
$
1,817

 
$
6,142

 
$
7,959

 
$
(2,882
)
 
2002
Pacific City
 
Cloverdale
 
OR
 
—

 
1,076

 
2,539

 
14

 
1,388

 
1,090

 
3,927

 
5,017

 
(1,413
)
 
2004
Quail Hollow
 
Fairview
 
OR
 
—

 
—

 
3,249

 
—

 
616

 
—

 
3,865

 
3,865

 
(2,258
)
 
1997
Seaside
 
Seaside
 
OR
 
—

 
891

 
2,101

 
12

 
837

 
903

 
2,938

 
3,841

 
(999
)
 
2004
Shadowbrook
 
Clackamas
 
OR
 
—

 
1,197

 
3,693

 
—

 
581

 
1,197

 
4,274

 
5,471

 
(2,553
)
 
1997
South Jetty
 
Florence
 
OR
 
—

 
678

 
1,598

 
9

 
485

 
687

 
2,083

 
2,770

 
(702
)
 
2004
Whalers Rest
 
South Beach
 
OR
 
—

 
754

 
1,777

 
10

 
684

 
764

 
2,461

 
3,225

 
(844
)
 
2004
Appalachian
 
Shartlesville
 
PA
 
—

 
1,666

 
5,044

 
—

 
509

 
1,666

 
5,553

 
7,219

 
(1,675
)
 
2006
Circle M
 
Lancaster
 
PA
 
—

 
330

 
1,041

 
—

 
911

 
330

 
1,952

 
2,282

 
(489
)
 
2006
Dutch County
 
Manheim
 
PA
 
—

 
88

 
278

 
—

 
153

 
88

 
431

 
519

 
(128
)
 
2006
Gettysburg Farm
 
Dover
 
PA
 
—

 
111

 
350

 
—

 
143

 
111

 
493

 
604

 
(161
)
 
2006
Green Acres
 
Breinigsville
 
PA
 
—

 
2,680

 
7,479

 
—

 
4,593

 
2,680

 
12,072

 
14,752

 
(9,319
)
 
1988
Greenbriar Village
 
Bath
 
PA
 
—

 
8,359

 
16,941

 
—

 
128

 
8,359

 
17,069

 
25,428

 
(3,307
)
 
2011
Hershey
 
Lebanon
 
PA
 
—

 
1,284

 
3,028

 
17

 
1,632

 
1,301

 
4,660

 
5,961

 
(1,489
)
 
2004
Lil Wolf
 
Orefield
 
PA
 
—

 
5,627

 
13,593

 
—

 
777

 
5,627

 
14,370

 
19,997

 
(2,701
)
 
2011
Mountain View - PA
 
Walnutport
 
PA
 
(6,566
)
 
3,207

 
7,182

 
—

 
200

 
3,207

 
7,382

 
10,589

 
(1,462
)
 
2011
Robin Hill
 
Lenhartsville
 
PA
 
—

 
1,263

 
3,786

 
—

 
258

 
1,263

 
4,044

 
5,307

 
(936
)
 
2009
Scotrun
 
Scotrun
 
PA
 
—

 
153

 
483

 
—

 
184

 
153

 
667

 
820

 
(203
)
 
2006
Spring Gulch
 
New Holland
 
PA
 
—

 
1,593

 
4,795

 
—

 
511

 
1,593

 
5,306

 
6,899

 
(2,072
)
 
2004
Sun Valley
 
Bowmansville
 
PA
 
—

 
866

 
2,601

 
—

 
298

 
866

 
2,899

 
3,765

 
(665
)
 
2009
Timothy Lake North
 
East Stroudsburg
 
PA
 
—

 
296

 
933

 
—

 
410

 
296

 
1,343

 
1,639

 
(407
)
 
2006
Timothy Lake South
 
East Stroudsburg
 
PA
 
—

 
206

 
649

 
—

 
80

 
206

 
729

 
935

 
(219
)
 
2006
Carolina Landing
 
Fair Play
 
SC
 
—

 
457

 
1,078

 
6

 
408

 
463

 
1,486

 
1,949

 
(488
)
 
2004
Inlet Oaks
 
Murrells Inlet
 
SC
 
—

 
1,546

 
4,642

 
—

 
200

 
1,546

 
4,842

 
6,388

 
(1,554
)
 
2006
The Oaks at Point South
 
Yemassee
 
SC
 
—

 
267

 
810

 
—

 
57

 
267

 
867

 
1,134

 
(291
)
 
2006
Cherokee Landing
 
Middleton
 
TN
 
—

 
118

 
279

 
2

 
103

 
120

 
382

 
502

 
(130
)
 
2004
Natchez Trace
 
Hohenwald
 
TN
 
—

 
533

 
1,257

 
7

 
582

 
540

 
1,839

 
2,379

 
(635
)
 
2004
Alamo Palms Resort
 
Harlingen
 
TX
 
(6,494
)
 
1,562

 
7,924

 
—

 
213

 
1,562

 
8,137

 
9,699

 
(1,324
)
 
2012
Bay Landing
 
Bridgeport
 
TX
 
—

 
438

 
1,033

 
6

 
704

 
444

 
1,737

 
2,181

 
(507
)
 
2004
Colorado River
 
Columbus
 
TX
 
—

 
466

 
1,099

 
6

 
323

 
472

 
1,422

 
1,894

 
(477
)
 
2004
Country Sunshine
 
Weslaco
 
TX
 
—

 
627

 
1,881

 
—

 
941

 
627

 
2,822

 
3,449

 
(1,147
)
 
2004
Fun n Sun RV
 
San Benito
 
TX
 
(6,375
)
 
2,533

 
5,560

 
412

 
6,260

 
2,945

 
11,820

 
14,765

 
(6,728
)
 
1998

S-11
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Lake Conroe
 
Willis
 
TX
 
$
—

 
$
1,363

 
$
3,214

 
$
18

 
$
5,114

 
$
1,381

 
$
8,328

 
$
9,709

 
$
(1,869
)
 
2004
Lake Tawakoni
 
Point
 
TX
 
—

 
35

 
2,320

 
—

 
371

 
35

 
2,691

 
2,726

 
(952
)
 
2004
Lake Texoma
 
Gordonville
 
TX
 
—

 
488

 
1,151

 
6

 
1,224

 
494

 
2,375

 
2,869

 
(706
)
 
2004
Lake Whitney
 
Whitney
 
TX
 
—

 
679

 
1,602

 
10

 
1,045

 
689

 
2,647

 
3,336

 
(797
)
 
2004
Lakewood
 
Harlingen
 
TX
 
—

 
325

 
979

 
—

 
225

 
325

 
1,204

 
1,529

 
(516
)
 
2004
Medina Lake
 
Lakehills
 
TX
 
—

 
936

 
2,208

 
12

 
986

 
948

 
3,194

 
4,142

 
(1,166
)
 
2004
Paradise Park RV
 
Harlingen
 
TX
 
—

 
1,568

 
4,705

 
—

 
872

 
1,568

 
5,577

 
7,145

 
(2,188
)
 
2004
Paradise South
 
Mercedes
 
TX
 
—

 
448

 
1,345

 
—

 
403

 
448

 
1,748

 
2,196

 
(657
)
 
2004
Southern Comfort
 
Weslaco
 
TX
 
(4,905
)
 
1,108

 
3,323

 
—

 
414

 
1,108

 
3,737

 
4,845

 
(1,505
)
 
2004
Sunshine RV
 
Harlingen
 
TX
 
—

 
1,494

 
4,484

 
—

 
1,208

 
1,494

 
5,692

 
7,186

 
(2,207
)
 
2004
Tropic Winds
 
Harlingen
 
TX
 
—

 
1,221

 
3,809

 
—

 
627

 
1,221

 
4,436

 
5,657

 
(1,985
)
 
2002
Victoria Palms Resort
 
Harlingen
 
TX
 
(10,988
)
 
2,849

 
12,305

 
—

 
1,058

 
2,849

 
13,363

 
16,212

 
(2,224
)
 
2012
All Seasons
 
Salt Lake City
 
UT
 
—

 
510

 
1,623

 
—

 
537

 
510

 
2,160

 
2,670

 
(1,273
)
 
1997
St. George
 
Hurricane
 
UT
 
—

 
64

 
264

 
2

 
386

 
66

 
650

 
716

 
(114
)
 
2010
Westwood Village
 
Farr West
 
UT
 
(9,827
)
 
1,346

 
4,179

 
—

 
2,289

 
1,346

 
6,468

 
7,814

 
(3,620
)
 
1997
Chesapeake Bay
 
Cloucester
 
VA
 
—

 
1,230

 
2,900

 
16

 
2,121

 
1,246

 
5,021

 
6,267

 
(1,542
)
 
2004
Harbor View
 
Colonial Beach
 
VA
 
—

 
64

 
202

 
—

 
489

 
64

 
691

 
755

 
(176
)
 
2006
Lynchburg
 
Gladys
 
VA
 
—

 
266

 
627

 
4

 
292

 
270

 
919

 
1,189

 
(309
)
 
2004
Meadows of Chantilly
 
Chantilly
 
VA
 
(44,362
)
 
5,430

 
16,440

 
—

 
7,448

 
5,430

 
23,888

 
29,318

 
(15,099
)
 
1994
Regency Lakes
 
Winchester
 
VA
 
(9,582
)
 
9,757

 
19,055

 
—

 
303

 
9,757

 
19,358

 
29,115

 
(3,924
)
 
2011
Virginia Landing
 
Quinby
 
VA
 
—

 
602

 
1,419

 
8

 
255

 
610

 
1,674

 
2,284

 
(631
)
 
2004
Williamsburg
 
Williamsburg
 
VA
 
—

 
111

 
350

 
—

 
194

 
111

 
544

 
655

 
(148
)
 
2006
Birch Bay
 
Blaine
 
WA
 
—

 
502

 
1,185

 
7

 
138

 
509

 
1,323

 
1,832

 
(486
)
 
2004
Chehalis
 
Chehalis
 
WA
 
—

 
590

 
1,392

 
8

 
1,070

 
598

 
2,462

 
3,060

 
(804
)
 
2004
Crescent Bar
 
Quincy
 
WA
 
—

 
314

 
741

 
4

 
351

 
318

 
1,092

 
1,410

 
(394
)
 
2004
Grandy Creek
 
Concrete
 
WA
 
—

 
475

 
1,425

 
—

 
291

 
475

 
1,716

 
2,191

 
(452
)
 
2008
Kloshe Illahee
 
Federal Way
 
WA
 
(15,877
)
 
2,408

 
7,286

 
—

 
761

 
2,408

 
8,047

 
10,455

 
(4,834
)
 
1997
La Conner
 
La Conner
 
WA
 
—

 
—

 
2,016

 
—

 
910

 
—

 
2,926

 
2,926

 
(1,142
)
 
2004
Leavenworth
 
Leavenworth
 
WA
 
—

 
786

 
1,853

 
10

 
623

 
796

 
2,476

 
3,272

 
(873
)
 
2004
Little Diamond
 
Newport
 
WA
 
—

 
353

 
834

 
5

 
675

 
358

 
1,509

 
1,867

 
(453
)
 
2004
Long Beach
 
Seaview
 
WA
 
—

 
321

 
758

 
4

 
392

 
325

 
1,150

 
1,475

 
(353
)
 
2004

S-12
Schedule III
Equity LifeStyle Properties, Inc.
Real Estate and Accumulated Depreciation
December 31, 2015
(amounts in thousands)

 
 
 
 
 
 
 
 
Initial Cost to
Company
 
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
 
Gross Amount Carried
at Close of
Period 12/31/15
 
 
 
 
Real Estate (1)
 
Location
 
Encumbrances
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Land
 
Depreciable
Property
 
Total
 
Accumulated
Depreciation
 
Date of
Acquisition
Mount Vernon
 
Bow
 
WA
 
$
—

 
$
621

 
$
1,464

 
$
8

 
$
739

 
$
629

 
$
2,203

 
$
2,832

 
$
(767
)
 
2004
Oceana
 
Oceana City
 
WA
 
—

 
283

 
668

 
4

 
110

 
287

 
778

 
1,065

 
(274
)
 
2004
Paradise
 
Silver Creek
 
WA
 
—

 
466

 
1,099

 
7

 
412

 
473

 
1,511

 
1,984

 
(515
)
 
2004
Tall Chief
 
Fall City
 
WA
 
—

 
314

 
946

 
—

 
385

 
314

 
1,331

 
1,645

 
(293
)
 
2010
Thunderbird
 
Monroe
 
WA
 
—

 
500

 
1,178

 
8

 
273

 
508

 
1,451

 
1,959

 
(528
)
 
2004
Arrowhead
 
Wisconsin Dells
 
WI
 
—

 
522

 
1,616

 
—

 
488

 
522

 
2,104

 
2,626

 
(642
)
 
2006
Blackhawk
 
Milton
 
WI
 
(4,855
)
 
1,789

 
7,613

 
—

 
79

 
1,789

 
7,692

 
9,481

 
(775
)
 
2014
Fremont
 
Fremont
 
WI
 
—

 
1,437

 
4,296

 
—

 
748

 
1,437

 
5,044

 
6,481

 
(1,865
)
 
2004
Lakeland
 
Milton
 
WI
 
(8,535
)
 
3,159

 
13,830

 
—

 
36

 
3,159

 
13,866

 
17,025

 
(1,323
)
 
2014
Neshonoc Lakeside
 
LaCrosse County
 
WI
 
(5,486
)
 
1,106

 
4,862

 
—

 
37

 
1,106

 
4,899

 
6,005

 
(449
)
 
2013
Plymouth Rock
 
Elkhart Lake
 
WI
 
(6,796
)
 
2,293

 
6,879

 
—

 
562

 
2,293

 
7,441

 
9,734

 
(1,689
)
 
2009
Rainbow Lake Manor
 
Bristol
 
WI
 
—

 
4,474

 
16,594

 
—

 
246

 
4,474

 
16,840

 
21,314

 
(2,084
)
 
2013
Tranquil Timbers
 
Sturgeon Bay
 
WI
 
—

 
714

 
2,152

 
—

 
465

 
714

 
2,617

 
3,331

 
(821
)
 
2006
Westwood Estates
 
Pleasant Prairie
 
WI
 
—

 
5,382

 
19,732

 
—

 
275

 
5,382

 
20,007

 
25,389

 
(2,561
)
 
2013
Yukon Trails
 
Lyndon Station
 
WI
 
—

 
556

 
1,629

 
—

 
221

 
556

 
1,850

 
2,406

 
(686
)
 
2004
 Subtotal of Properties Held for Long Term
 
(1,945,713
)
 
1,060,286

 
2,609,826

 
41,390

 
530,909

 
1,101,676

 
3,140,735

 
4,242,411

 
(1,221,799
)
 
 
 Realty Systems, Inc.
 
 
 
 
 
—

 
—

 
—

 
—

 
213,233

 
—

 
213,233

 
213,233

 
(43,330
)
 
2002
 Management Business and other
 
—

 
—

 
436

 
—

 
21,519

 
—

 
21,955

 
21,955

 
(17,294
)
 
1990
 
 
 
 
 
 
$
(1,945,713
)
 
$
1,060,286

 
$
2,610,262

 
$
41,390

 
$
765,661

 
$
1,101,676

 
$
3,375,923

 
$
4,477,599

 
$
(1,282,423
)
 
 
 _________________________________
(1)
The schedule excludes Properties in which we have a non-controlling joint venture interest and account 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, 2015
(amounts in thousands)


The changes in total real estate for the years ended December 31, 2015, 2014 and 2013 were as follows:
 
2015
 
2014
 
2013
Balance, beginning of year
$
4,387,913

 
$
4,228,106

 
$
4,044,650

Acquisitions
23,900

 
122,366

 
133,344

Improvements
93,799

 
63,721

 
64,714

Dispositions and other
(28,013
)
 
(26,280
)
 
(14,602
)
Balance, end of year
$
4,477,599

 
$
4,387,913

 
$
4,228,106


The changes in accumulated depreciation for the years ended December 31, 2015, 2014 and 2013 were as follows:
 
2015
 
2014
 
2013
Balance, beginning of year
$
1,169,492

 
$
1,058,540

 
$
948,581

Depreciation expense (a)
113,609

 
111,065

 
108,229

Amortization of in-place leases
2,358

 
3,999

 
1,940

Dispositions and other
(3,036
)
 
(4,112
)
 
(210
)
Balance, end of year
$
1,282,423

 
$
1,169,492

 
$
1,058,540

________________________
(a)
Includes approximately $10.7 million, $10.9 million and $6.5 million of depreciation from rental operations for the years ended December 31, 2015, 2014 and 2013, respectively.

S-14