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Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2014
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Description of the Business

 

As of December 31, 2014, the Company owns and operates eighty-eight manufactured home communities containing approximately 15,000 developed sites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana and Michigan.

 

These manufactured home communities are listed by trade names as follows:

 

MANUFACTURED HOME COMMUNITY          LOCATION
  
AllentownMemphis, Tennessee
Auburn EstatesOrrville, Ohio
Birchwood FarmsBirch Run, Michigan
Broadmore EstatesGoshen, Indiana
Brookside VillageBerwick, Pennsylvania
Brookview VillageGreenfield Center, New York
CarsonsChambersburg, Pennsylvania
CedarcrestVineland, New Jersey
Chambersburg I & IIChambersburg, Pennsylvania
ChelseaSayre, Pennsylvania
City ViewLewistown, Pennsylvania
Clinton Mobile Home ResortTiffin, Ohio
CollingwoodHorseheads, New York
Colonial HeightsWintersville, Ohio
Countryside EstatesMuncie, Indiana
Countryside EstatesRavenna, Ohio
Countryside VillageColumbia, Tennessee
Cranberry VillageCranberry Township, Pennsylvania
CrestviewSayre, Pennsylvania
Cross Keys VillageDuncansville, Pennsylvania
Dallas Mobile Home CommunityToronto, Ohio
Deer MeadowsNew Springfield, Ohio
D & R VillageClifton Park, New York
Evergreen EstatesLodi, Ohio
Evergreen ManorBedford, Ohio
Evergreen VillageMantua, Ohio

 

MANUFACTURED HOME COMMUNITY          LOCATION
  
Fairview ManorMillville, New Jersey
Forest CreekElkhart, Indiana
Forest Park VillageCranberry Township, Pennsylvania
Frieden ManorSchuylkill Haven, Pennsylvania
Green AcresChambersburg, Pennsylvania
Gregory CourtsHoney Brook, Pennsylvania
Hayden HeightsDublin, Ohio
Heather HighlandsInkerman, Pennsylvania
HighlandElkhart, Indiana
Highland EstatesKutztown, Pennsylvania
Hillside EstatesGreensburg, Pennsylvania
Holiday Mobile VillageNashville, Tennessee
Hudson EstatesPeninsula, Ohio
Independence ParkClinton. Pennsylvania
KinnebrookMonticello, New York
Lake Sherman VillageNavarre, Ohio
Laurel WoodsCresson, Pennsylvania
Little ChippewaOrrville, Ohio
Maple ManorTaylor, Pennsylvania
MeadowoodNew Middletown, Ohio
Melrose VillageWooster, Ohio
Melrose WestWooster, Ohio
Memphis Mobile CityMemphis, Tennessee
Monroe ValleyEphrata, Pennsylvania
Moosic HeightsAvoca, Pennsylvania
MountaintopEphrata, Pennsylvania
Oak Ridge EstatesElkhart, Indiana
Oakwood Lake VillageTunkhannock, Pennsylvania
Olmsted FallsOlmsted Falls, Ohio
Oxford VillageWest Grove, Pennsylvania
Pine Ridge Village/Pine ManorCarlisle, Pennsylvania
Pine Valley EstatesApollo, Pennsylvania
Pleasant View EstatesBloomsburg, Pennsylvania
Port Royal VillageBelle Vernon, Pennsylvania
River Valley EstatesMarion,  Ohio
Rolling Hills EstatesCarlisle, Pennsylvania
Rostraver EstatesBelle Vernon, Pennsylvania
Sandy Valley EstatesMagnolia, Ohio
Shady HillsNashville, Tennessee
Somerset Estates/Whispering PinesSomerset, Pennsylvania
Southern TerraceColumbiana, Ohio
Southwind VillageJackson, New Jersey
Spreading Oaks VillageAthens, Ohio
Suburban EstatesGreensburg, Pennsylvania
Summit EstatesRavenna, Ohio
Sunny AcresSomerset, Pennsylvania
SunnysideEagleville, Pennsylvania
TrailmontGoodlettsville, Tennessee
Twin Oaks I & IIOlmsted Falls, Ohio
Twin PinesGoshen, Indiana
Valley HighRuffs Dale, Pennsylvania
Valley HillsRavenna, Ohio
Valley View IEphrata, Pennsylvania
Valley View IIEphrata, Pennsylvania
Valley View DanboroDoylestown, Pennsylvania

 

MANUFACTURED HOME COMMUNITY          LOCATION

 

Valley View HoneybrookHoney Brook, Pennsylvania
Waterfalls VillageHamburg, New York
Weatherly EstatesLebanon, Tennessee
Woodland ManorWest Monroe, New York
Woodlawn VillageEatontown, New Jersey
Wood ValleyCaledonia, Ohio
Youngstown EstatesYoungstown, New York

 

Basis of Presentation

 

The Company prepares its financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company’s subsidiaries are all 100% wholly-owned. The consolidated financial statements of the Company include all of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated.

 

Use of Estimates

 

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities as of the dates of the consolidated balance sheets and revenue and expenses for the years then ended. These estimates and assumptions include the allowance for doubtful accounts, valuation of inventory, depreciation, valuation of securities, reserves and accruals, and stock compensation expense. Actual results could differ from these estimates and assumptions.

 

Investment Property and Equipment and Depreciation

 

Property and equipment are carried at cost. Depreciation for Sites and Building is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 15 to 27.5 years). Depreciation of Improvements to Sites and Buildings, Rental Homes and Equipment and Vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 27.5 years). Land Development Costs are not depreciated until they are put in use, at which time they are capitalized as Sites and Land Improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current year’s results of operations.

 

The Company applies Financial Accounting Standards Board Accounting Standards Codification (ASC) 360-10, Property, Plant & Equipment (ASC 360-10) to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. 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 there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded.

 

The Company conducted a comprehensive review of all real estate asset classes in accordance with ASC 360-10-35-21.  The process entailed the analysis of property for instances where the net book value exceeded the estimated fair value. The Company utilizes the experience and knowledge of its internal valuation team to derive certain assumptions used to determine an operating property’s cash flow. Such assumptions include lease-up rates, rental rates, rental growth rates, and capital expenditures.  The Company reviewed its operating properties in light of the requirements of ASC 360-10 and determined that, as of December 31, 2014, the undiscounted cash flows over the

expected holding period for these properties were in excess of their carrying values and, therefore, no impairment charges were required.

 

Acquisitions

 

The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (ASC 805). ASC 805 requires that transaction costs, such as broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, related to acquisitions be expensed as incurred.

 

Upon acquisition of a property, the Company allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements and rental homes. The Company generally allocates the purchase price of an acquired property determined by internal evaluation as well as a third-party appraisal of the property obtained in conjunction with the purchase.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include all cash and investments with an original maturity of three months or less. The Company maintains its cash in bank accounts in amounts that may exceed federally insured limits.  The Company has not experienced any losses in these accounts in the past. The fair value of cash and cash equivalents approximates their current carrying amounts since all such items are short-term in nature.

 

Securities Available for Sale

 

Investments in non-real estate assets consist of marketable securities of other REIT’s, which are composed of common and preferred stock. These securities are all publicly-traded and purchased on the open market, through private transactions or through dividend reinvestment plans. These securities are classified among three categories: held-to-maturity, trading and available-for-sale. As of December 31, 2014 and 2013, the Company’s securities are all classified as available-for-sale and are carried at fair value based upon quoted market prices. Gains or losses on the sale of securities are based on identifiable cost and are accounted for on a trade date basis. Unrealized holding gains and losses are excluded from earnings and reported as a separate component of Shareholders’ Equity until realized. The changes in unrealized net holding gains are reflected as comprehensive income.  

 

The Company individually reviews and evaluates our marketable securities for impairment on a quarterly basis or when events or circumstances occur. The Company considers, among other things, credit aspects of the issuer, amount of decline in fair value over cost and length of time in a continuous loss position. The Company has developed a general policy of evaluating whether an unrealized loss is other than temporary. On a quarterly basis, the Company makes an initial review of every individual security in its portfolio. If the security is impaired, the Company first determines our intent and ability to hold this investment for a period of time sufficient to allow for any anticipated recovery in market value. Next, the Company determines the length of time and the extent of the impairment. Barring other factors, including the downgrading of the security or the cessation of dividends, if the fair value of the security is below cost by less than 20% for less than 6 months and the Company has the intent and ability to hold the security, the security is deemed to not be other than temporarily impaired. Otherwise, the Company reviews additional information to determine whether the impairment is other than temporary. The Company discusses and analyzes any relevant information known about the security, such as:

 

a.Whether the decline is attributable to adverse conditions related to the security or to specific conditions in an industry or in a geographic area.
b.Any downgrading of the security by a rating agency.
c.Whether the financial condition of the issuer has deteriorated.
d.Status of dividends – Whether dividends have been reduced or eliminated, or scheduled interest payments have not been made.
e.Analysis of the underlying assets (including NAV analysis) using independent analysis or recent transactions.

 

The Company normally holds REIT securities long term and has the ability and intent to hold securities to recovery. The Company generally limits its marketable securities investments to no more than approximately 15% of its undepreciated assets. If a decline in fair value is determined to be other than temporary, an impairment charge is recognized in earnings and the cost basis of the individual security is written down to fair value as the new cost basis.


Inventory of Manufactured Homes

 

Inventory of manufactured homes is valued at the lower of cost or market value and is determined by the specific identification method. All inventory is considered finished goods.

 

Accounts and Notes Receivables

 

The Company’s accounts, notes and other receivables are stated at their outstanding balance reduced by an allowance for uncollectible accounts.  The Company evaluates the recoverability of its receivables whenever events occur or there are changes in circumstances such that management believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the notes receivable or lease agreements.  The collectability of notes receivable is measured based on the present value of the expected future cash flow discounted at the notes receivable effective interest rate or the fair value of the collateral if the notes receivable is collateral dependent.  Total notes receivables at December 31, 2014 and 2013 was $20,761,642 and $23,630,159, respectively.  At December 31, 2014 and 2013, the reserves for uncollectible accounts, notes and other receivables were $1,068,465 and $1,097,387, respectively.  For the years ended December 31, 2014, 2013 and 2012, the provisions for uncollectible notes and other receivables were $1,020,655, $760,570 and $745,993, respectively.  Charge-offs and other adjustments related to repossessed homes for the years ended December 31, 2014, 2013 and 2012 amounted to $1,049,577, $601,178 and $620,519, respectively.

 

The Company’s notes receivable primarily consists of installment loans collateralized by manufactured homes with principal and interest payable monthly. The average interest rate on these loans is approximately 9.5% and the average maturity is approximately 10 years.

 

Unamortized Financing Costs

 

Costs incurred in connection with obtaining mortgages and other financings and refinancings are deferred and are amortized on a straight-line basis over the term of the related obligations, which is not materially different than the effective interest method. Unamortized costs are charged to expense upon prepayment of the obligation. As of December 31, 2014 and 2013, accumulated amortization amounted to $1,555,818 and $1,023,893, respectively. The Company estimates that aggregate amortization expense will be approximately $596,000 for 2015, $465,000 for 2016, $281,000 for 2017, $216,000 for 2018 and $205,000 for 2019.

 

Derivative Instruments and Hedging Activities

 

In the normal course of business, the Company is exposed to financial market risks, including interest rate risk on our variable rate debt.  We attempt to limit these risks by following established risk management policies, procedures and strategies, including the use of derivative financial instruments.  The Company's primary strategy in entering into derivative contracts is to minimize the variability that changes in interest rates could have on its future cash flows. The Company generally employs derivative instruments that effectively convert a portion of its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes. The Company had entered into various interest rate swap agreements that had the effect of fixing interest rates relative to specific mortgage loans.

 

During 2012, the Company entered into two interest rate swap agreements that have the effect of fixing interest rates relative to specific mortgage loans as follows:

     
MortgageDue Date

Mortgage

Interest Rate

Effective

Fixed Rate

Balance

12/31/14

     
Allentown/Clinton2/1/2017LIBOR + 3.25%4.39%$10,486,045
Various – 11 properties8/1/2017LIBOR + 3.00%3.89%$12,177,725

 

The Company's interest rate swap agreements are based upon 30-day LIBOR.  The re-pricing and scheduled maturity dates, payment dates, index and the notional amounts of the interest rate swap agreements coincide with those of the underlying mortgage. The interest rate swap agreements are net settled monthly. The Company has designated these derivatives as cash flow hedges and has recorded the fair value on the balance sheet in accordance with ASC 815, Derivatives and Hedging (See Note 13 for information on the determination of fair value).  The effective portion of the gain or loss on these hedges will be reported as a component of Accumulated Other

 

Comprehensive Income in our Consolidated Balance Sheets. To the extent that the hedging relationships are not effective or do not qualify as cash flow hedges, the ineffective portion is recorded in interest expense. Hedges that received designated hedge accounting treatment are evaluated for effectiveness at the time that they are designated as well as through the hedging period. As of December 31, 2014, the Company has determined that these interest rate swap agreements are highly effective as cash flow hedges. As a result, the fair value of these derivatives of $(39,685) and $(39,840) as of December 31, 2014 and 2013, respectively, was recorded as a component of Accumulated Other Comprehensive Income, with the corresponding liability included in Accrued Liabilities and Deposits.

 

Revenue Recognition

 

The Company derives its income primarily from the rental of manufactured home sites. The Company also owns approximately 2,600 rental units which are rented to residents. Rental and related income is recognized on the accrual basis over the term of the lease, which is typically one year or less.

 

Sale of manufactured homes is recognized on the full accrual basis when certain criteria are met. These criteria include the following: (a) initial and continuing payment by the buyer must be adequate: (b) the receivable, if any, is not subject to future subordination; (c) the benefits and risks of ownership are substantially transferred to the buyer; and (d) the Company does not have a substantial continued involvement with the home after the sale. Alternatively, when the foregoing criteria are not met, the Company recognizes gains by the installment method. Interest income on loans receivable is not accrued when, in the opinion of management, the collection of such interest appears doubtful.

 

Net Income (Loss) Per Share

 

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period (22,496,103, 18,724,321 and 16,197,339 in 2014, 2013 and 2012, respectively). Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding plus the weighted-average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method (22,539,708, 18,789,662 and 16,260,225 in 2014, 2013 and 2012, respectively) (See Note 6). The common stock equivalent resulting from options in the amount of 43,605, 65,341 and 62,886 for 2014, 2013 and 2012, respectively, are included in the diluted weighted average shares outstanding. As of December 31, 2014, 2013 and 2012, options to purchase 1,125,000, 502,000 and 586,000 shares, respectively, were antidilutive.

 

Stock Compensation Plan

 

The Company accounts for awards of stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation. ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). The compensation cost for stock option grants is determined using option pricing models, intended to estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restricted stock is recognized based on the fair value of the restricted stock awards less estimated forfeitures.  The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the grant date. Compensation costs, which is included in General and Administrative Expenses, of $922,944, $850,349 and $573,244 have been recognized in 2014, 2013 and 2012, respectively. During 2014, 2013 and 2012, compensation costs included a one-time charge of $98,000, $142,000, and $123,490, respectively, for stock option grants awarded to one participant who is of retirement age and therefore the entire amount of measured compensation cost has been recognized at grant date. Included in Note 6 to these consolidated financial statements are the assumptions and methodology used to calculate the fair value of stock options and restricted stock awards.

 

Income Tax

 

The Company has elected to be taxed as a REIT under the applicable provisions of Sections 856 to 860 of the Internal Revenue Code.  Under such provisions, the Company will not be taxed on that portion of its income which is distributed to shareholders, provided it distributes at least 90% of its taxable income, has at least 75% of its assets in real estate investments and meets certain other requirements for qualification as a REIT.  The Company has and intends to continue to distribute all of its income currently, and therefore no provision has been made for income or excise taxes. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. The Company is also subject to certain state and local income, excise or franchise

 

taxes. In addition, the Company has a taxable REIT Subsidiaries (TRS) which is subject to federal and state income taxes at regular corporate tax rates (See Note 11).

 

The Company follows the provisions of ASC Topic 740, Income Taxes, that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.   Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of December 31, 2014.  The Company records interest and penalties relating to unrecognized tax benefits, if any, as interest expense.  As of December 31, 2014, the tax years 2011 through and including 2014 remain open to examination by the Internal Revenue Service.  There are currently no federal tax examinations in progress.

 

Comprehensive Income (Loss)

 

Comprehensive income (loss) is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) consists of the change in unrealized gains or losses on securities available for sale and the change in the fair value of derivatives.

 

Reclassifications

 

Certain amounts in the consolidated financial statements for the prior years have been reclassified to conform to the financial statement presentation for the current year.

 

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. ASU No. 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 No. 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014, with earlier adoption permitted. The Company has decided to early adopt this standard effective with the interim period beginning January 1, 2014, and it did not have a material impact on our financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” as a new Topic, Accounting Standards Codification ("ASC") Topic 606. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new standard, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. This ASU is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 and shall be applied using either a full retrospective or modified retrospective approach. Early adoption is not permitted. The Company is currently evaluating the impact this standard may have on the consolidated financial statements and the method of adoption.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying Consolidated Financial Statements.