Investment in Real Estate

Acquisitions

During the years ended December 31, 2014, 2013 and 2012 we acquired all of the following Properties from unaffiliated third parties (dollars in millions):

1) During the year ended December 31, 2014, we acquired the following Properties:

(a) In January 2014, we completed the acquisition of two RV resorts; Blackhawk, a 490-Site RV Resort; and Lakeland, a 682-Site RV Resort. On December 17, 2013, we completed the acquisition of Neshonoc, a 284-Site RV Resort. These Properties are located in Wisconsin and the combined purchase price of $31.8 million was funded with available cash and the assumption of mortgage debt of approximately $18.7 million, excluding mortgage note premiums of $1.3 million.

(b) On March 10, 2014, we exercised a purchase option and purchased land comprising a portion of our Colony Cove Property, which was part of the 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.

(c) In September 2014, we completed the acquisition of three RV resorts; Pine Acres, a 421-Site RV Resort; Echo Farms, a 237-Site RV Resort; and Mays Landing, a 168-Site RV Resort. Two of the Properties are located in the coastal vacation destination area of New Jersey and one property is in New Hampshire. The combined purchase price of $11.8 million was funded with available cash.

(d) On October 1, 2014, we completed the acquisition of Space Coast, a 270-Site RV Resort located in Rockledge, Florida. The total purchase price of $6.1 million was funded with available cash.

(e) On December 30, 2014, we completed the acquisition of Mesa Spirit, a 1,600-Site RV Resort located in Mesa, Arizona, for a purchase price of $41.6 million. The purchase price was funded with available cash and the assumption of mortgage debt of approximately $19.0 million, excluding a mortgage note premium of $1.0 million.

2) 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 located in the Chicago metropolitan area collectively containing approximately 1,207 Sites for a stated 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.

3) During the year ended December 31, 2012, we acquired two RV resorts collectively containing 1,765 Sites located in Texas. The purchase price of $25.0 million 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, 2014, 2013, and 2012 which we determined using Level-2 for mortgage notes payable and other liabilities and Level-3 inputs (amounts in thousands):



	2014		2013		2012
Assets acquired
Land	$	66,390	$	41,022	$	4,410
Depreciable property	52,329		87,306		18,491
Manufactured homes	1,086		1,155		—
In-place leases	2,561		3,910		2,099
Net investment in real estate	$	122,366	$	133,393	$	25,000
Other assets	1,197		1,025		29
Total Assets acquired	$	123,563	$	134,418	$	25,029
Liabilities assumed
Mortgage notes payable	$	34,559	$	5,382	$	—
Other liabilities	6,712		1,777		816
Total liabilities assumed	$	41,271	$	7,159	$	816
Net assets acquired	$	82,292	$	127,259	$	24,213

In February 2015, we closed on the acquisition of Bogue Pines and Whispering Pines, two properties located in coastal North Carolina for a total purchase price of approximately $12.3 million, which was funded with available cash. These assets contain 193 manufactured home sites and 235 RV sites.

Dispositions and real estate held for disposition

During the three years ended December 31, 2014, 2013, and 2012 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 a certain parcel 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.

3) On December 7, 2012, we sold Cascade, a 163-Site resort Property located in Snoqualmie, Washington. In accordance with FASB ASC 360-20-40-5, we recognized a gain on disposition of approximately $4.6 million, net of tax, for the year ended December 31, 2012. Cash proceeds from the disposition, net of closing costs, were approximately $7.6 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 and Cascade have been presented separately as discontinued operations for the years ended December 31, 2013 and 2012 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 years ended December 31, 2013 and 2012 (amounts in thousands):



	Years Ended
	December 31,
	2013			2012
Community base rental home income	$	11,565		$	19,564
Rental income	1,948			2,416
Utility and other income	1,384			1,961
Discontinued property operating revenues	14,897			23,941
Property operating expenses	6,126			9,561
Income from discontinued property operations	8,771			14,380
Loss from home sales operations	(78		)	(110		)
Other income and expenses	332			868
Interest and amortization	(355		)	(534		)
Depreciation and in place lease amortization	(1,537		)	(8,488		)
Discontinued operations, net	$	7,133		$	6,116

As of December 31, 2014, 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.