An accident, injury or outbreak at any of our communities, particularly an accident, injury or outbreak involving the safety of residents, guests and employees, may be associated with claims against us involving higher assertions of damages and/or higher public visibility.
An accident, injury or outbreak at any of our communities, particularly an accident, injury or outbreak involving the safety of our residents, guests and employees, may be associated with claims against us involving higher assertions of damages and/or higher public visibility.
However, newly acquired Properties may fail to perform as expected and could pose risks for our ongoing operations including the following: • integration may prove costly or time-consuming and may divert our attention from the management of daily operations; 13 • we may be unable to access capital or we may encounter difficulties, such as increases in financing costs; • we may incur costs and expenses associated with undisclosed or potential liabilities; • we may experience a real estate tax re-assessment imposed by local governmental authorities that may result in higher real estate taxes than anticipated; • unforeseen difficulties may arise in integrating an acquisition into our portfolio; • expected synergies may not materialize; and • 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 government and/or local permit procedures.
However, newly acquired Properties may fail to perform as expected and could pose risks for our ongoing operations including the following: • integration may prove costly or time-consuming and may divert our attention from the management of daily operations; • we may be unable to access capital or we may encounter difficulties, such as increases in financing costs; • we may incur costs and expenses associated with undisclosed or potential liabilities; • we may experience a real estate tax re-assessment imposed by local governmental authorities that may result in higher real estate taxes than anticipated; • unforeseen difficulties may arise in integrating an acquisition into our portfolio; • expected synergies may not materialize; and • 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 government and/or local permit procedures.
Our ability to sell or rent manufactured homes could be adversely affected by any of the following factors: • disruptions in the single-family housing market; • local conditions, such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented properties; • increased costs to acquire homes; 14 • our ability to obtain an adequate supply of homes at reasonable costs from MH suppliers; • our ability to acquire or develop existing land suitable for home building; • the ability of customers to obtain affordable financing; and • demographics, such as the retirement of “baby boomers” and their demand for access to our lifestyle-oriented Properties.
Our ability to sell or rent manufactured homes could be adversely affected by any of the following factors: • disruptions in the single-family housing market; • local conditions, such as an oversupply of lifestyle-oriented properties or a reduction in demand for lifestyle-oriented properties; • increased costs to acquire homes; • our ability to obtain an adequate supply of homes at reasonable costs from MH suppliers; • our ability to acquire or develop existing land suitable for home building; • the ability of customers to obtain affordable financing; and • demographics, such as the retirement of “baby boomers” and their demand for access to our lifestyle-oriented Properties.
The price of our common stock could be subject to wide fluctuations in response to a number of factors, including: • issuances of other equity securities in the future, including new series or classes of preferred stock; • our operating performance and the performance of other similar companies; • our ability to maintain compliance with covenants contained in our debt facilities; • actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity; • changes in expectations of future financial performance or changes in our earnings estimates or those of analysts; • changes in our distribution policy; • publication of research reports about us or the real estate industry generally; • increases in market interest rates that lead purchasers of our common stock to demand a higher dividend yield; • changes in market valuations of similar companies; • adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near-term and medium-term and our ability to refinance our debt, or our plans to incur additional debt in the future; • additions or departures of key management personnel; • speculation in the press or investment community; • equity issuances by us, or share resales by our stockholders or the perception that such issuances or resales may occur; • addition to, or removal from, market indexes used by investors to make investment decisions; • actions by institutional stockholders; and • general market and economic conditions.
The price of our common stock could be subject to wide fluctuations in response to a number of factors, including: • issuances of other equity securities in the future, including new series or classes of preferred stock; • our operating performance and the performance of other similar companies; • our ability to maintain compliance with covenants contained in our debt facilities; • actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity; • changes in expectations of future financial performance or changes in our earnings estimates or those of analysts; • changes in our distribution policy; • publication of research reports about us or the real estate industry generally; • increases in market interest rates that lead purchasers of our common stock to demand a higher dividend yield; • changes in market valuations of similar companies; • adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near-term and medium-term and our ability to refinance our debt, or our plans to incur additional debt in the future; • additions or departures of key employees, management, directors and other key personnel; • speculation in the press or investment community; • equity issuances by us, or share resales by our stockholders or the perception that such issuances or resales may occur; • addition to, or removal from, market indexes used by investors to make investment decisions; • actions by institutional stockholders; and • general market and economic conditions.
Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (a) require a two-thirds vote for the removal of any director from the board and (b) vest in the board the exclusive power to fix the number of directorships provided that, if there is stock outstanding and so long as there are three or more stockholders, the number is not less than three.
Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (a) require a two-thirds vote 20 for the removal of any director from the board and (b) vest in the board the exclusive power to fix the number of directorships provided that, if there is stock outstanding and so long as there are three or more stockholders, the number is not less than three.
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.
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 22 the date of the event causing the capital stock to be transferred to us as trustee or (ii) the amount realized from such sale.
Dividends Payable by REITs Generally Do Not Qualify For the Reduced Tax Rates Available For Some Dividends, Which May Negatively Affect the Value of Our Shares. Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates, currently at a maximum federal rate of 20%.
Dividends Payable by REITs Generally Do Not Qualify For the Reduced Tax Rates Available For Some Dividends, Which May Negatively Affect the Value of Our Shares. 23 Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates, currently at a maximum federal rate of 20%.
In a highly inflationary environment, we may not be able to raise rental 12 rates at or above the rate of inflation, which could reduce our profit margins. If we are unable to increase our rental prices to offset the effects of inflation, our business, results of operations, cash flows and financial condition could be adversely affected.
In a highly inflationary environment, we may not be able to raise rental rates at or above the rate of inflation, which could reduce our profit margins. If we are unable to increase our rental prices to offset the effects of inflation, our business, results of operations, cash flows and financial condition could be adversely affected.
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. 21 Issuances or Sales of Our Common Stock May Be Dilutive.
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. Issuances or Sales of Our Common Stock May Be Dilutive.
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 could sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.
Even if more than one person may have been responsible for the contamination, each person covered by the applicable laws may be held responsible for all of the clean-up costs incurred. In addition, third parties could sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site.
We Regularly Expend Capital to Maintain, Repair and Renovate Our Properties, Which Could Negatively Impact Our Financial Condition, Results of Operations and Cash Flows. We may, or we may be required to, from time to time, make significant capital expenditures to maintain or enhance the competitiveness of our Properties, including infrastructure improvements.
We Regularly Expend Capital to Maintain, Repair and Renovate Our Properties, Which Could Negatively Impact Our Financial Condition, Results of Operations and Cash Flows. We have, and we may be required to, from time to time, make significant capital expenditures to maintain or enhance the competitiveness of our Properties, including infrastructure improvements.
Any compromise of our security could result in a violation of applicable privacy and other laws, and could result in potential liability, damage our reputation and disrupt and affect our business operations and result in lawsuits against us. Privacy and information security laws continue to evolve and may be inconsistent from one jurisdiction to another.
Any compromise of our security could result in a violation of applicable privacy, information security, and other laws, which continue to evolve and may be inconsistent from one jurisdiction to another, and could result in potential liability, damage our reputation, disrupt and affect our business operations and result in lawsuits against us.
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 to obtain loans to purchase manufactured housing or RVs. Homeowners' ability to obtain affordable financing could affect our ability to sell homes.
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 to obtain loans to purchase manufactured homes or RVs. Homeowners' ability to obtain affordable financing could affect our ability to sell homes.
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. 23 We May Pay Some Taxes, Reducing Cash Available for Stockholders.
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.
While we have customary internal policies related to posting Company information on public platforms, including social media sites, the continuing evolution of social media will present us with new challenges and risks. Item 1B. Unresolved Staff Comments None. 25
While we have customary internal policies related to posting Company information on public platforms, including social media sites, the continuing evolution of social media will present us with new challenges and risks. Item 1B. Unresolved Staff Comments None.
While no such eminent domain proceeding has been commenced and we anticipate exercising all of our rights in connection with any such proceeding, successful condemnation proceedings by municipalities could adversely affect our financial condition.
While no such eminent domain proceeding has been commenced and we anticipate exercising all of our 16 rights in connection with any such proceeding, successful condemnation proceedings by municipalities could adversely affect our financial condition.
Market factors including increases in the U.S. federal reserve funds rate may result in an increase in market interest rates, which could increase the costs of refinancing existing indebtedness or obtaining new debt.
Market factors including increases in the U.S. federal reserve funds rate may result in increases in market interest rates, which could increase the costs of refinancing existing indebtedness or obtaining new debt.
Joint venture investments involve risks not present with respect to our wholly owned Properties, including the following: • Our joint venture partners may experience financial distress, become bankrupt or fail to fund their share of required capital contributions due to adverse economic conditions, which could delay construction or development of a property, increase our financial commitment to the joint venture or adversely impact the ongoing operations of the joint venture; • 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 • 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.
Joint venture investments involve risks not present with respect to our wholly owned Properties, including the following: • Our joint venture partners may experience financial distress, become bankrupt or fail to fund their share of required capital contributions, which could delay construction or development of a property, increase our financial commitment to the joint venture or adversely impact the ongoing operations of the joint venture; • 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 • 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.
In our view, such regulations result in a transfer to the residents of the value of our land, which would otherwise be 16 reflected in market rents.
In our view, such regulations result in a transfer to the residents of the value of our land, which would otherwise be reflected in market rents.
While we continue to improve our cybersecurity and take measures to protect our business, it may not always be possible to anticipate, detect, or recognize threats to our systems, or to implement effective preventive measures and that our financial results will not be negatively impacted by such an incident.
While we continue to improve our cybersecurity and take measures to protect our business, it may not always be possible to anticipate, detect, or recognize threats to our systems, to implement effective preventive measures, nor to ensure that our financial results will not be negatively impacted by such an incident.
These factors include but are not limited to the following: • changes in the national, regional and/or local economies; • the attractiveness of our Properties to customers, competition from other MH and RV communities and lifestyle-oriented properties and marinas and alternative forms of housing (such as apartment buildings and site-built single-family homes); • the ability of MH, RV and boat manufacturers to adapt to changes in the economy and the availability of units from these manufacturers; • the ability of our potential customers to sell or lease their existing residences in order to purchase homes or cottages at our Properties and heightened price sensitivity for seasonal and second homebuyers; • the ability of our potential customers to obtain financing on the purchase of manufactured homes and cottages, RVs and/or boats; • our ability to attract new customers and retain them for our membership subscriptions and upgrade sales business; • our ability to collect payments from customers and pay or control operating costs, including real estate taxes and insurance; • the ability of our assets to generate income sufficient to pay our expenses, service our debt and maintain our Properties; • our ability to diversify, reconfigure our portfolio promptly in response to changing economic or other conditions and sell our Properties timely due to the illiquid nature of real estate investments; • unfavorable weather conditions, especially on holiday weekends in the spring and summer months, which are peak business periods for our transient customers; • changes in climate and the occurrence of natural disasters or catastrophic events, including acts of war and terrorist attacks; • fluctuations in the exchange rate of the U.S. dollar to other currencies, primarily the Canadian dollar due to Canadian customers, who frequently visit our southern Properties; • changes in U.S. social, economic and political conditions, laws and governmental regulations, including policies governing rent control, fair and equitable access to housing, property zoning, taxation, minimum wages, chattel financing, health care, foreign trade, regulatory compliance, manufacturing, development and investment; • an inflationary environment in which the costs to operate and maintain our communities increase at a rate greater than our ability to increase rents; • supply chain disruptions and tightening labor markets, which have affected and could affect our ability to obtain materials and skilled labor timely without incurring significant costs or delays for any development and expansion activities; • fiscal policies, instability or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S. economy; and • COVID-19, or other highly infectious or contagious diseases, which has had and could continue to have an adverse effect on our business.
These factors include but are not limited to the following: • changes in the national, regional and/or local economies; • the attractiveness of our Properties to customers, competition from other MH and RV communities and lifestyle-oriented properties and marinas and alternative forms of housing (such as apartment buildings and site-built single-family homes); • the ability of MH, RV and boat manufacturers to adapt to changes in the economy and the availability of units from these manufacturers; • the ability of our potential customers to sell or lease their existing residences in order to purchase homes or cottages at our Properties, and heightened price sensitivity for seasonal and second homebuyers; • the ability of our potential customers to obtain financing on the purchase of manufactured homes and cottages, RVs and/or boats; • our ability to attract new customers and retain them for our membership subscriptions and upgrade sales business; • our ability to collect payments from customers and pay or control operating costs, including real estate taxes and insurance; • the ability of our assets to generate income sufficient to pay our expenses, service our debt and maintain our Properties; • our ability to diversify, reconfigure our portfolio promptly in response to changing economic or other conditions and sell our Properties timely due to the illiquid nature of real estate investments; • unfavorable weather conditions, especially on holiday weekends in the spring and summer months, which are peak business periods for our transient customers; • changes in climate and the occurrence of natural disasters or catastrophic events, including acts of war and terrorist attacks; • fluctuations in the exchange rate of the U.S. dollar to other currencies, primarily the Canadian dollar due to Canadian customers, who frequently visit our southern Properties; • changes in U.S. social, economic and political conditions, laws and governmental regulations, including policies governing rent control, fair and equitable access to housing, property zoning, taxation, minimum wages, chattel financing, health care, foreign trade, regulatory compliance, manufacturing, development and investment; • an inflationary environment in which the costs to operate and maintain our communities increase at a rate greater than our ability to increase rents; • a recession or economic downturn; • supply chain disruptions and tightening labor markets, which have affected and could affect our ability to obtain materials and skilled labor timely without incurring significant costs or delays for any development and expansion activities; • fiscal policies, instability or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S. economy; • adverse outcomes of litigation; • COVID-19, or other highly infectious or contagious diseases, which has had and could continue to have an adverse effect on our business; and • the realization of any other risk factors included in this Annual Report on Form 10-K.
This loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $30 million aggregate loss limit for earthquake(s) in California. The deductibles for this policy primarily range from $500,000 minimum to 5% per unit of insurance for most catastrophic events.
The loss limit is subject to additional sub-limits as set forth in the policy form, including, among others, a $25.0 million aggregate loss limit for earthquake(s) in California. The deductibles for this policy primarily range from $500,000 minimum to 5% per unit of insurance for most catastrophic events.
Economic Downturn in Markets with a Large Concentration of Our Properties May Adversely Affect Our Financial Condition, Results of Operations, Cash Flows and Ability to Make Distributions . Our success is dependent upon economic conditions in the U.S. generally and in the geographic areas where a substantial number of our Properties are located.
General Economic Conditions and Economic Downturns in Markets with a Large Concentration of Our Properties May Adversely Affect Our Financial Condition, Results of Operations, Cash Flows and Ability to Make Distributions . Our success is dependent upon economic conditions in the U.S. generally and in the geographic areas where a substantial number of our Properties are located.
Significant Inflation Could Negatively Impact Our Business. Substantial inflationary pressures can adversely affect us by increasing the costs of materials, labor and other costs needed to operate our business. Higher construction costs could adversely impact our investments in real estate assets and our expected yields on development and value-add projects.
Substantial inflationary pressures can adversely affect us by increasing the costs of materials, labor and other costs needed to operate our business. Higher construction costs could adversely impact our investments in real estate assets and our expected yields on development and value-add projects.
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.
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 increase, prospective purchasers of REIT shares may expect a higher distribution rate.
Moreover, certain of our marinas are located on waterways that are subject to federal laws, including the Clean Water Act and the Oil Pollution Act, as well as analogous state laws regulating navigable waters, oil pollution (including prevention and cleanup of the same), adverse impacts to fish and wildlife, and other matters.
Moreover, certain of our marinas are located on waterways that are subject to federal laws, including the Clean Water Act and the Oil Pollution Act, as well as analogous state laws regulating navigable waters, oil pollution, adverse impacts to fish and wildlife, and other matters.
The issuance or sale of substantial amounts of our common stock could have a dilutive effect on our actual and expected earnings per share, FFO per share and Normalized Funds from Operations (“Normalized FFO”) per share. We may sell shares of our common stock under our ATM equity offering program from time-to-time.
The issuance or sale of substantial amounts of our common stock could have a dilutive effect on our actual and expected earnings per share, FFO per share and Normalized Funds from Operations (“Normalized FFO”) per share. We have in the past and may in the future sell shares of our common stock under an ATM equity offering program from time-to-time.
We Have a Stock Ownership Limit for REIT Tax Purposes. 22 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 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.
We are subject to risks associated with natural disasters, including but not limited to hurricanes, storms, fires and earthquakes. As of December 31, 2022, we owned or had an ownership interest in 449 Properties, including 136 Properties and 19 marinas located in Florida and 49 Properties located in California.
We are subject to risks associated with natural disasters, including but not limited to hurricanes, storms, fires and earthquakes. As of December 31, 2023, we owned or had an ownership interest in 451 Properties, including 136 Properties and 19 marinas located in Florida and 49 Properties located in California.
Interruptions to any of the above could lead to lost revenues, interruptions in our business operations and damage to our business reputation. The COVID-19 pandemic and other health crises could materially and adversely impact or disrupt our business, including our financial condition, results of operations and cash flows.
Interruptions to any of the above could lead to lost revenues, interruptions in our business operations and damage to our business reputation. Public health crises, such as the COVID-19 pandemic, could materially and adversely impact or disrupt our business, including our financial condition, results of operations and cash flows.
The Board of Directors has exempted from these provisions under Maryland law any business combination with Samuel Zell, who is Chairman of our Board of Directors, certain 20 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.
The Board of Directors has exempted from these provisions under Maryland law any business combination with 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.
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.
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 the contaminant.
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 (or making unavailable) energy, water supply and other utilities at our Properties and requiring us to expend funds as we seek to repair and protect our Properties against such risks.
Climate change, natural disasters and changing weather patterns may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on terms we find acceptable, increasing the cost of (or making unavailable) energy, water supply and other utilities at our Properties and requiring us to expend funds as we seek to repair and protect our Properties against such risks.
Changes in or the occurrence of any of these factors could adversely affect our financial condition, results of operations, market price of our common stock and our ability to make expected distributions to our stockholders or result in claims, including, but not limited to, foreclosure by a lender in the event of our inability to service our debt.
Changes in or the occurrence of any of these factors could adversely affect our financial condition, results of operations, market price of our common stock and our ability to make expected distributions to our stockholders or result in claims, including, but not limited to, foreclosure by a lender in the event of our inability to service our debt. 12 Significant Inflation Could Negatively Impact Our Business.
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.
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. We Have a Stock Ownership Limit for REIT Tax Purposes.
Properties in our portfolio, including marinas and certain RV communities, are specific-use properties and may contain features or assets that have limited alternative uses. These Properties may also have distinct operational functions that involve specific procedures and training.
Our Properties May Not Be Readily Adaptable to Other Uses. Properties in our portfolio, including marinas and certain RV communities, are specific-use properties and may contain features or assets that have limited alternative uses. These Properties may also have distinct operational functions that involve specific procedures and training.
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 21.3% as of December 31, 2022.
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 20.5% as of December 31, 2023.
As we have a large concentration of properties in certain markets, most notably Florida, California and Northeast, which comprise 44.3%, 11.7% and 11.1%, respectively, of our total property operating revenue for the year ended December 31, 2022, adverse market and economic conditions in these areas could significantly affect factors, such as occupancy and rental rates and could have a significant impact on our financial condition, results of operations, cash flows and ability to make distributions.
As we have a large concentration of Properties in certain markets, most notably Florida, Northeast, California and Arizona, which comprised 45.3%, 11.3%, 10.6% and 10.4%, respectively, of our total property operating revenue for the year ended December 31, 2023, adverse market and economic conditions in these areas could significantly affect factors, such as occupancy and rental rates and could have a significant impact on our financial condition, results of operations, cash flows and ability to make distributions.
Even if we are not targeted directly, cyber attacks on other entities and institutions, including third parties with whom we do business, may occur and such events could disrupt our normal business operations and networks in the future. Attacks can be both individual or highly organized attempts by very sophisticated hacking organizations.
Even if we are not targeted directly, cybersecurity attacks on other entities and institutions, including our customers, vendors, or other third parties with whom we do business, may occur and such events could impact our systems and networks, and disrupt our normal business operations. Attacks can be both individual or highly organized attempts by very sophisticated hacking organizations.
For various reasons, landowners may not want to renew the ground lease agreements with similar terms and conditions, if at all, which could adversely impact our ability to operate these Properties and generate revenues. We have 10 Properties in our portfolio subject to ground lease agreements for land.
For various reasons, landowners may not want to renew the ground lease agreements with similar terms and conditions, if at all, which could adversely impact our ability to operate these Properties and generate revenues.
Pandemics, epidemics, or other health crises, including COVID-19, have had and could have significant repercussions across regional, national and global economies and financial markets.
Pandemics, epidemics, or other public health crises, including the COVID-19 pandemic, have had and could in the future have significant repercussions across regional, national and global economies and financial markets.
The occurrence of an accident, injury or outbreak at any of our communities could also cause damage to our brand or reputation, lead to loss of consumer confidence in us, reduce occupancy at our communities and negatively impact our results of operations. Our Success Depends, in Part, on Our Ability to Attract and Retain Talented Employees.
The occurrence of an accident, injury or outbreak at any of our communities could also cause damage to our brand or reputation, lead to loss of consumer confidence in us, reduce occupancy at our communities and negatively impact our results of operations. 15 Our Success Depends on Our Talented Employees, Management, Directors and Key Personnel.
ESG assessments by certain organizations that provide corporate governance and other corporate risk advisory services to investors provide scores and ratings to evaluate companies based upon publicly available information. In addition, investors, particularly institutional investors, may use ESG or sustainability scores to benchmark companies against their peers. The methodologies by which ESG Matters are assessed may vary among evaluators.
ESG assessments by certain organizations that provide corporate governance and other corporate risk advisory services to investors provide scores and ratings to evaluate companies based upon publicly available information. In addition, investors, particularly institutional investors, may use ESG or sustainability scores to benchmark companies against their peers.
In addition, the criteria by which companies are rated may change, which could cause the Company to score differently or worse than it has in the past and may result in investors deciding to refrain from investing in us and/or result in a negative perception of the Company.
In addition, the criteria by which companies are rated may change, which could cause the Company to score differently or worse than it has in the past and may result in investors deciding to refrain from investing in us and/or result in a negative perception of the Company, all of which could have an adverse impact on the price of our securities.
Our Business Operations are Dependent on the Effective Operation of Technology. 15 We rely on software and computer systems to process and store information required for our business operations. Any disruption to these systems or to third-party vendors that maintain these systems could adversely affect our business operations.
We rely on software and computer systems to process and store information required for our business operations. Any disruption to these systems or to third-party vendors that maintain these systems could adversely affect our business operations.
Risks Relating to Governmental Regulation and Potential Litigation Changes to Federal and State Laws and Regulations Could Adversely Affect Our Operations and the Market Price of Our Common Stock.
Risks Relating to Governmental Regulation and Potential Litigation Changes to Federal and State Laws and Regulations Could Adversely Affect Our Operations and the Market Price of Our Common Stock. Our Properties and business operations are subject to certain federal, state and local and foreign laws, regulations and policies.
The regulations may also require capital investment to maintain compliance. Stakeholder Evaluations of ESG Matters May Impact Our Ability to Attract Investors and Could Have a Negative Impact on Our Reputation. Evaluations of ESG Matters are important to investors and other stakeholders. Some investors may use ESG Matters to guide their investment strategies.
The regulations may also require capital investment to maintain compliance. Stakeholder Evaluations of ESG Matters May Impact Our Ability to Attract Investors and Could Have a Negative Impact on Our Reputation.
To the extent that the expenditures exceed our available cash, we may need to secure new financing. Our Ability to Renew Ground Leases Could Adversely Affect Our Financial Condition and Results of Operations. We own the buildings and leasehold improvements at certain Properties that are subject to long-term ground leases.
Our Ability to Renew Ground Leases Could Adversely Affect Our Financial Condition and Results of Operations. We own the buildings and leasehold improvements at certain Properties that are subject to long-term ground leases.
In particular, information shared on social media platforms could cause us to suffer brand damage because social media platforms have increased the rapidity of the dissemination and greatly expanded the potential scope and scale of the impact of negative publicity.
Negative information about us, or our officers, employees, directors or Properties, even if untrue, could damage our reputation. In particular, information shared on social media platforms could cause us to suffer brand damage because social media platforms have increased the rapidity of the dissemination and greatly expanded the potential scope and scale of the impact of negative publicity.
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 lead or petroleum product releases at such property.
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 pay fines and penalties and investigate and clean up hazardous or toxic substances, including lead or petroleum product releases at such property.
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.
These include the Ownership Limit described below and advance notice requirements for shareholder proposals and nomination of directors. 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.
Climate change could increase the frequency and severity of natural disasters and change weather patterns. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity, frequency and magnitude of hurricanes, wildfires, rising sea levels, drought and changes to precipitation and temperatures.
Climate change could increase the frequency and severity of natural disasters and change weather patterns. Our markets could experience increases in storm intensity, frequency and magnitude of hurricanes, wildfires, rising sea levels, drought and changes to precipitation and temperatures. The physical effects of climate change could have a material adverse effect on our properties, operations and business.
In addition, since our RV communities and marinas are primarily used by vacationers and campers, economic cyclicality resulting in a downturn that affects discretionary spending and disposable income for leisure-time activities could adversely affect our cash flows. Our Properties May Not Be Readily Adaptable to Other Uses.
As such, results for a certain quarter may not be indicative of the results of future quarters. In addition, since our RV communities and marinas are primarily used by vacationers and campers, economic cyclicality resulting in a downturn that affects discretionary spending and disposable income for leisure-time activities could adversely affect our cash flows.
It is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic uncertainty resulting from events outside of our control, including, but not limited to, the effects of COVID-19.
It is uncertain whether we would be able to source the essential commodities, supplies, materials, and skilled labor timely or at all without incurring significant costs or delays, particularly during times of economic uncertainty resulting from events outside of our control. To the extent that the expenditures exceed our available cash, we may need to secure new financing.
New Acquisitions May Fail to Perform as Expected and the Intended Benefits May Not Be Realized, Which Could Have a Negative Impact on Our Operations and the Market Price of Our Common Stock. We may continue to acquire Properties.
To the extent we are unable to effectively compete or acquire properties on favorable terms, our ability to expand our business could be adversely affected. 13 New Acquisitions May Fail to Perform as Expected and the Intended Benefits May Not Be Realized, Which Could Have a Negative Impact on Our Operations and the Market Price of Our Common Stock.
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, including disruptions that result in our and our customers' loss of access to our information systems.
These could include malware, ransomware, and cybersecurity attacks, attempts to gain unauthorized access to our data and computer systems or steal confidential information, including credit card information from our customers, or they could include breaches due to error, malfeasance or other disruptions of employees, independent contractors or consultants.
The total principal amount of our outstanding indebtedness was approximately $3,416.1 million as of December 31, 2022, of which $198.0 million, or 5.80%, is related to our line of credit and $92.5 million of secured debt, or 2.71%, matures in 2023.
The total principal amount of our outstanding indebtedness was approximately $3,548.1 million as of December 31, 2023, of which $31.0 million, or 0.87%, is related to our line of credit and $90.5 million of secured debt, or 2.55%, matures in 2025 (with no secured or unsecured loans maturing in 2024).
Some of our RV communities and marinas 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.
Certain of Our Properties, Primarily Our RV Communities and Marinas, are Subject to Seasonality and Cyclicality. Some of our RV communities and marinas 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.
Our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense and there is no assurance that we will retain our key officers and employees or that we will be able to attract and retain other highly qualified individuals in the future.
Competition for these individuals is intense, and there is no assurance that we will retain our directors, key officers and employees or that we will be able to attract and retain other highly qualified individuals in the future. Our Business Operations are Dependent on the Effective Operation of Technology.
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. 17 Environmental Risks Natural Disasters Could Adversely Affect the Value of Our Properties, Our Financial Condition, Results of Operations and Cash Flows.
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. Litigation Risk Could Materially and Adversely Affect Our Business.
For most catastrophic events, there is an additional one-time aggregate deductible of $2 million, which is capped at $1 million per occurrence. We have separate insurance policies with respect to our marina Properties.
For most catastrophic events, there is an additional one-time aggregate deductible of $10.0 million, which is capped at $5.0 million per occurrence. We have separate insurance policies with respect to our marina Properties. Those casualty policies will expire on November 1, 2024, and the property insurance program, which we plan to renew, expires on April 1, 2024.
We employ a number of measures to prevent, detect and mitigate these threats.
We employ a number of measures to prevent, detect and mitigate these threats, but these measures may not be sufficient to mitigate all related risks.
A cybersecurity incident could compromise the confidential information of our employees, customers and vendors to the extent such information exists on our systems or on the systems of third-party providers.
The extent of a particular cybersecurity attack and the steps that we may need to take to investigate the attack also may not be immediately clear. A cybersecurity incident could compromise the confidential information of our employees, customers and vendors to the 25 extent such information exists on our systems or on the systems of third-party providers.
Investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects.
We list our common stock on the New York Stock Exchange (the “NYSE”) and our common stock could experience significant price and volume fluctuations. Investors in our common stock may experience a decrease in the value of their shares, 21 including decreases unrelated to our operating performance or prospects.
These coverages include, but are not limited to, Directors & Officers liability, Employment 24 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.
We believe that the policy specifications and coverage limits of these policies should be adequate and appropriate given the relative risk of loss, the cost of insurance and industry practice. There are, however, certain types of losses, such as punitive damages, lease and other contract claims that generally are not insured.
Our Ability to Sell or Rent Manufactured Homes Could Be Impaired, Resulting in Reduced Cash Flows. Selling and renting homes is a primary part of our business.
As of December 31, 2023, we had 10 Properties in our portfolio subject to ground lease agreements for land. 14 Our Ability to Sell or Rent Manufactured Homes Could Be Impaired, Resulting in Reduced Cash Flows. Selling and renting homes is a primary part of our business.
We have joint ventures with other investors. We currently and may continue to acquire properties or make investments in joint ventures with other persons or entities when we believe circumstances warrant the use of such structures.
We currently and may continue to acquire properties through or make investments in joint ventures with other persons or entities.
Our current property and casualty insurance policies with respect to our MH and RV Properties, which we plan to renew, expire on April 1, 2023. We have a $125 million per occurrence with respect to our MH and RV all-risk property insurance program including named windstorms, which include, for example, hurricanes.
We have a $125.0 million per occurrence limit with respect to our MH and RV all-risk property insurance program, which includes approximately $50.0 million of coverage per occurrence for named windstorms, which include, for example, hurricanes.
Although we maintain reserves for credit losses in amounts that we believe are 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 Communities and Marinas, are Subject to Seasonality and Cyclicality.
Although we maintain reserves for credit losses in amounts that we believe are sufficient to provide adequate protection against potential write-downs in our portfolio, these amounts could prove to be insufficient. We are also exposed to the risks of downturns in the local economy or other local real estate market conditions.
Additionally, these capital expenditures may or may not result in lower on-going expenses or make an impact on the desirability of our Properties and our ability to attract high quality residents and guests. Any such losses, increases in costs or business interruptions could adversely affect our financial condition and operating results.
In addition, changes in federal, state and local legislation and regulation may require increased capital expenditures at our Properties. Additionally, these capital expenditures may or may not result in lower on-going expenses or make an impact on the desirability of our Properties and our ability to attract high quality residents and guests.
The physical effects of climate change could have a material adverse effect on our properties, operations and business. If there are prolonged disruptions at our properties due to extreme weather or natural disasters, our results of operations and financial condition could be materially adversely affected.
If there are prolonged disruptions at our properties due to extreme weather or natural disasters, our results of operations and financial condition could be materially adversely affected. Our properties are dependent on state and local utility infrastructure for delivery of energy, water supply and/or other utilities.
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.
Any litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition. 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.
Environmental laws also govern the presence, maintenance and removal of environmental contamination, including asbestos, wastewater discharge and oil spills. Such laws require that owners or operators of properties containing hazardous or toxic substances to properly manage them.
Environmental laws also govern the presence, maintenance and removal of environmental contamination, including asbestos, wastewater discharge and oil spills.
Over time, these conditions could result in increased incidents of physical damage to our Properties, declining demand for our Properties and increased difficulties operating them.
We do not control investment in that infrastructure and the condition of the infrastructure and supply of the utilities may not be sufficient to handle impact resulting from climate change. Over time, these conditions could result in increased incidents of physical damage to our Properties, declining demand for our Properties and increased difficulties operating them.
Our business operations are subject to certain federal and state laws and regulations including but not limited to the following: • Rent Control Legislation Certain of our Properties are subject to state and local rent control regulations that dictate rent increases and our ability to recover increases in operating expenses and the costs of capital improvements.
There can be no assurance that the application of laws, regulations or policies will not occur in a manner that could have a detrimental effect on our financial condition, results of operations and cash flows. • Rent Control Legislation Certain of our Properties are subject to state and local rent control regulations that dictate rent increases and our ability to recover increases in operating expenses and the costs of capital improvements.
Furthermore, stay-at-home orders and travel restrictions could adversely impact the ability of our customers to visit our Properties. 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.
Adverse macroeconomic conditions, including slow growth or recession, high unemployment, inflation, tighter credit, higher interest rates, and currency fluctuations, can adversely impact demand for our Properties. 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.
A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss. We Face Risks Relating to Cybersecurity Incidents and Privacy Laws. We rely extensively on internally and externally hosted computer systems to process transactions, manage the privacy of customer data, and manage our business.
We Face Risks Relating to Cybersecurity Incidents and Privacy Laws. We rely extensively on internally and externally hosted computer systems to process transactions, manage the privacy and security of data, including customer data, and operate our business. Critical components of our systems are dependent upon third-party providers and a significant portion of our business operations are conducted over the internet.
Those casualty policies, which were recently renewed, expire on November 1, 2023 and the property insurance program, which we plan to renew, expires on April 1, 2023 and has a $25 million per occurrence limit minimum deductible of $100,000 plus, for named windstorms, 5% per unit of insurance subject to a $500,000 minimum.
The marina property insurance program has a $25.0 million per occurrence limit, subject to self-insurance and a minimum deductible of $100,000 plus, for named windstorms, 5% per unit of insurance subject to a $500,000 minimum. A deductible indicates our maximum exposure, subject to policy limits and sub-limits, in the event of a loss.
Such competition could increase prices for Properties and result in increased fixed costs, including real estate taxes. To the extent we are unable to effectively compete or acquire properties on favorable terms, our ability to expand our business could be adversely affected.
Such competition could increase prices for Properties and result in increased fixed costs, including real estate taxes.
Accordingly, stockholders may not have control over changes in our policies and changes in our policies may not fully serve the interests of all stockholders. Conflicts of Interest Could Influence Our Decisions . Certain stockholders could exercise influence in a manner inconsistent with stockholders' best interests. Mr.
Accordingly, stockholders may not have control over changes in our policies and changes in our policies may not fully serve the interests of all stockholders. Our Business Ethics and Conduct Policy May Not Adequately Address All Actual or Perceived Conflicts of Interest That May Arise With Respect to Our Activities.