Investment in Real Estate

12 Months Ended

Dec. 31, 2019

Acquisitions

We acquired all of the following Properties from unaffiliated third parties:

During the year ended December 31, 2019, we acquired four RV communities, including White Oak Shores, located in Stella, North Carolina, Round Top and Drummer Boy, located in Gettysburg, Pennsylvania, and Lake of the Woods, located in Wautoma, Wisconsin for a combined purchase price of $58.3 million. These properties contain 1,614 Sites. As a result of these acquisitions, we assumed approximately $18.6 million of mortgage debt, excluding mortgage premiums of $0.6 million. The remaining purchase price was funded with available cash. We also completed the acquisition of the remaining interest in our joint venture investment of 11 marinas in Florida for a purchase price of approximately $49.0 million. As part of the acquisition, we also funded the repayment of the joint venture's non-transferable debt of approximately $72.0 million. The transaction was funded with proceeds from the unsecured Line of Credit ("LOC"). In addition, the gross carrying value of the joint venture investment of $35.8 million was included in the total fair value of $162.2 million that was allocated to the real estate assets. We also acquired additional assets, including three land parcels, for a combined purchase price of $28.1 million. All acquisitions were accounted for as asset acquisitions.

During the year ended December 31, 2018, we acquired four RV communities, including Sunseekers, located in North Fort Myers, Florida, Holiday Travel Park, located in Holiday, Florida, Timber Creek, located in Waverly, Rhode Island, and King Nummy, located in Cape May Court House, New Jersey and four MH communities, including Everglades Lakes, Serendipity, Kingswood and Palm Lake located in Fort Lauderdale, Clearwater, Riverview and Riviera Beach, Florida, respectively, for a combined purchase price of $251.7 million. These properties contain 3,712 Sites. As a result of these acquisitions, we assumed approximately $9.2 million of mortgage debt and entered into new mortgage debt of $8.8 million. The remaining purchase price was funded with available cash, proceeds from the ATM equity offering program and the LOC. We also acquired two vacant land parcels adjacent to our other communities for a combined purchase price of $2.8 million. All acquisitions were accounted for as asset acquisitions.

During the year ended December 31, 2017, we acquired Bethpage Camp Resort and Grey's Point Camp, two RV communities in Urbanna and Topping, Virginia, respectively, and Paradise Park Largo, a MH community in Largo, Florida for a combined purchase price of $142.4 million. These Properties include 1,870 sites. As a result of these acquisitions, we assumed approximately $5.9 million of mortgage debt. The remaining purchase price was funded with available cash, proceeds from the ATM equity offering program and the LOC. We accounted for the 2017 acquisitions under the acquisition method in accordance with ASC 805, Business Combinations (“ASC 805”).

Note 6—Investment in Real Estate (continued)

We engaged third-party valuation firms to assist with our purchase price allocation when necessary. The following table summarizes the fair value of the assets acquired and liabilities assumed for the years ended December 31, 2019, 2018 and 2017, which we determined using Level-3 inputs for land and buildings and other depreciable property and Level-2 inputs for the others:



	Years Ended December 31,
(amounts in thousands)	2019		2018		2017^(a)
Assets acquired
Land	$	116,575	$	171,111	$	82,539
Buildings and other depreciable property	125,721		84,019		55,903
Manufactured homes ^(b)	1,382		140		840
In-place leases ^(b)	5,519		9,859		2,973
Net investment in real estate	$	249,197	$	265,129	$	142,255
Other assets	1,646		59		229
Total assets acquired	$	250,843	$	265,188	$	142,484
Liabilities assumed
Mortgage notes payable	$	19,212	$	9,200	$	5,900
Below-market lease liability ^(c)	—		10,645		—
Other liabilities	10,431		2,449		32
Total liabilities assumed	$	29,643	$	22,294	$	5,932
Net assets acquired	$	221,200	$	242,894	$	136,552

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(a)During the year ended December 31, 2018, we finalized the purchase price allocation on the 2017 acquisitions accounted for as business combinations.

(b)Manufactured homes and in-place leases are included in buildings and other depreciable property on the Consolidated Balance Sheets.

(c)Below-market lease liability is included in accounts payable and other liabilities on the Consolidated Balance Sheets.

Dispositions

On January 23, 2019, we closed on the sale of five all-age MH communities located in Indiana and Michigan, collectively containing 1,463 sites, for $89.7 million and recognized a gain of $52.5 million, net of transaction costs, during the first quarter of 2019. The assets sold included $35.4 million of net investment in real estate and $0.5 million of other assets that were held for sale as of December 31, 2018. In connection with the sale of these communities, we defeased $11.2 million of mortgage debt that was secured by these communities. The associated assets and liabilities were classified as held for sale as of December 31, 2018.