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SUN COMMUNITIES INC - Quarter Report: 2014 June (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014.
 
or

[    ] TRANSITION PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 1-12616

SUN COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)


Maryland
 
38-2730780
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
27777 Franklin Rd.
 
 
Suite 200
 
 
Southfield, Michigan
 
48034
(Address of Principal Executive Offices)
 
(Zip Code)

(248) 208-2500
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X ]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ X  ]  No [   ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

Large accelerated filer [ X ]
Accelerated filer [ ]
Non-accelerated filer [   ]
Smaller reporting company [   ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]  No [ X ]


Number of shares of Common Stock, $0.01 par value per share, outstanding as of June 30, 2014:  41,107,511





INDEX

 
 
 
 
 
Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013
 
 
 
 
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013
 
 
 
 
 
 



2



PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

SUN COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)

 
(unaudited) 
 June 30, 2014
 
December 31, 2013
ASSETS
 
 
 
Investment property, net (including $56,002 and $56,805 for consolidated variable interest entities at June 30, 2014 and December 31, 2013; see Note 8)
$
1,899,783

 
$
1,755,052

Cash and cash equivalents
7,620

 
4,753

Inventory of manufactured homes
6,226

 
5,810

Notes and other receivables, net
164,430

 
164,685

Other assets
65,921

 
68,936

TOTAL ASSETS
$
2,143,980

 
$
1,999,236

LIABILITIES
 
 
 
Debt (including $44,848 and $45,209 for consolidated variable interest entities at June 30, 2014 and December 31, 2013; see Note 8)
$
1,407,317

 
$
1,311,437

Lines of credit
38,461

 
181,383

Other liabilities
126,598

 
109,342

TOTAL LIABILITIES
1,572,376

 
1,602,162

Commitments and contingencies

 

STOCKHOLDERS’ EQUITY
 
 
 
Preferred stock, $0.01 par value. Authorized: 10,000 shares;
Issued and outstanding: 3,400 shares at June 30, 2014 and December 31, 2013
34

 
34

Common stock, $0.01 par value. Authorized: 90,000 shares;
Issued and outstanding: 41,108 shares at June 30, 2014 and 36,140 shares at December 31, 2013
411

 
361

Additional paid-in capital
1,359,315

 
1,141,590

Accumulated other comprehensive loss
(277
)
 
(366
)
Distributions in excess of accumulated earnings
(799,805
)
 
(761,112
)
Total Sun Communities, Inc. stockholders' equity
559,678

 
380,507

Noncontrolling interests:
 
 
 
Series A-1 preferred OP units
43,840

 
45,548

Series A-3 preferred OP units
3,463

 
3,463

Common OP units
(35,109
)
 
(31,907
)
Consolidated variable interest entities
(268
)
 
(537
)
Total noncontrolling interests
11,926

 
16,567

TOTAL STOCKHOLDERS’ EQUITY
571,604

 
397,074

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
2,143,980

 
$
1,999,236




See accompanying Notes to Consolidated Financial Statements.


3




SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - dollars in thousands, except per share amounts)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
REVENUES
 
 
 
 
 
 
 
Income from real property
$
86,105

 
$
75,746

 
$
173,602

 
$
154,811

Revenue from home sales
14,813

 
13,199

 
24,936

 
26,055

Rental home revenue
9,733

 
7,977

 
19,135

 
15,338

Ancillary revenues, net
1,115

 
(27
)
 
1,633

 
444

Interest
3,526

 
3,182

 
6,880

 
6,145

Brokerage commissions and other income, net
95

 
74

 
382

 
270

Total revenues
115,387

 
100,151

 
226,568

 
203,063

COSTS AND EXPENSES
 
 
 
 
 
 
 
Property operating and maintenance
25,193

 
22,268

 
48,382

 
42,214

Real estate taxes
6,079

 
5,788

 
12,088

 
11,544

Cost of home sales
11,100

 
9,383

 
18,948

 
19,199

Rental home operating and maintenance
5,213

 
4,485

 
10,464

 
8,748

General and administrative - real property
8,393

 
6,369

 
16,206

 
13,159

General and administrative - home sales and rentals
3,120

 
2,812

 
5,619

 
5,246

Transaction costs
1,104

 
1,108

 
1,864

 
2,150

Depreciation and amortization
30,045

 
26,064

 
58,934

 
51,326

Interest
17,940

 
18,201

 
35,530

 
37,065

Interest on mandatorily redeemable debt
806

 
812

 
1,609

 
1,621

Total expenses
108,993

 
97,290

 
209,644

 
192,272

Income before gain on dispositions, income taxes and distributions from affiliate
6,394

 
2,861

 
16,924

 
10,791

Gain on disposition of properties, net
885

 

 
885

 

Provision for state income taxes
(69
)
 
(37
)
 
(138
)
 
(96
)
Distributions from affiliate
400

 
450

 
800

 
850

Net income
7,610

 
3,274

 
18,471

 
11,545

Less:  Preferred return to Series A-1 preferred OP units
664

 
646

 
1,336

 
1,219

Less:  Preferred return to Series A-3 preferred OP units
46

 
46

 
91

 
76

Less:  Amounts attributable to noncontrolling interests
458

 
33

 
1,242

 
443

Net income attributable to Sun Communities, Inc.
6,442

 
2,549

 
15,802

 
9,807

Less: Series A preferred stock distributions
1,514

 
1,514

 
3,028

 
3,028

Net income attributable to Sun Communities, Inc. common stockholders
$
4,928

 
$
1,035

 
$
12,774

 
$
6,779

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
40,979

 
35,887

 
39,060

 
33,331

Diluted
40,993

 
35,907

 
39,075

 
33,348

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.12

 
$
0.03

 
$
0.33

 
$
0.20

Diluted
$
0.12

 
$
0.03

 
$
0.33

 
$
0.20

 
 
 
 
 
 
 
 
Distributions per common share:
$
0.65

 
$
0.63

 
$
1.30

 
$
1.26

 
 
 
 
 
 
 
 


See accompanying Notes to Consolidated Financial Statements.





4



SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited - dollars in thousands)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Net income
$
7,610

 
$
3,274

 
$
18,471

 
$
11,545

Unrealized gain on interest rate swaps

 
85

 
97

 
177

Total comprehensive income
7,610

 
3,359

 
18,568

 
11,722

Less: Comprehensive income attributable to the noncontrolling interests
458

 
40

 
1,250

 
459

Comprehensive income attributable to Sun Communities, Inc.
$
7,152

 
$
3,319

 
$
17,318

 
$
11,263



See accompanying Notes to Consolidated Financial Statements.









































5



SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2014
(Unaudited - dollars in thousands)

 
7.125% Series A Cumulative Redeemable Preferred Stock
 
Common
Stock
 
Additional Paid-in Capital
 
Accumulated Other Comprehensive Income (Loss)
 
Distributions in Excess of Accumulated Earnings
 
Non-controlling Interests
 
Total Stockholders' Equity
Balance as of December 31, 2013
$
34

 
$
361

 
$
1,141,590

 
$
(366
)
 
$
(761,112
)
 
$
16,567

 
$
397,074

Issuance of common stock from exercise of options, net

 

 
127

 

 

 

 
127

Issuance, conversion of OP units and associated costs of common stock, net

 
50

 
215,459

 

 

 
(1,707
)
 
213,802

Share-based compensation - amortization and forfeitures

 

 
2,139

 

 
84

 

 
2,223

Net income

 

 

 

 
17,229

 
1,242

 
18,471

Unrealized gain on interest rate swaps

 

 

 
89

 

 
8

 
97

Distributions

 

 

 

 
(56,006
)
 
(4,184
)
 
(60,190
)
Balance at June 30, 2014
$
34

 
$
411

 
$
1,359,315

 
$
(277
)
 
$
(799,805
)
 
$
11,926

 
$
571,604




See accompanying Notes to Consolidated Financial Statements.






























6



SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - dollars in thousands)
 
Six Months Ended June 30,
 
2014
 
2013
OPERATING ACTIVITIES:
 
 
 
Net income
$
18,471

 
$
11,545

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Gain from disposition of assets
(2,514
)
 
(1,713
)
Gain from disposition of properties, net
(885
)
 

Share-based compensation
2,223

 
1,170

Depreciation and amortization
59,302

 
49,425

Amortization of deferred financing costs
567

 
1,916

Distributions from affiliate
(800
)
 
(850
)
Change in notes receivable from financed sales of inventory homes, net of repayments
(7,401
)
 
(2,738
)
Change in inventory, other assets and other receivables, net
(2,269
)
 
1,469

Change in other liabilities
10,419

 
216

NET CASH PROVIDED BY OPERATING ACTIVITIES
77,113

 
60,440

INVESTING ACTIVITIES:
 
 
 
Investment in properties
(84,036
)
 
(89,922
)
Acquisitions of properties
(137,376
)
 
(82,718
)
Investment in note receivable of acquired properties

 
(49,441
)
Proceeds related to affiliate dividend distribution
800

 
850

Proceeds related to disposition of land
221

 

Proceeds related to disposition of assets and depreciated homes, net
4,697

 
697

Proceeds related to the disposition of properties
15,298

 

Issuance of notes and other receivables
(1,487
)
 
(765
)
Repayments of notes and other receivables
5,114

 
621

NET CASH USED FOR INVESTING ACTIVITIES
(196,769
)
 
(220,678
)
FINANCING ACTIVITIES:
 
 
 
Issuance and associated costs of common stock, OP units, and preferred OP units, net
213,802

 
261,967

Net proceeds from stock option exercise
127

 
149

Distributions to stockholders, OP unit holders, and preferred OP unit holders
(56,156
)
 
(47,843
)
Borrowings on lines of credit
213,922

 
189,392

Payments on lines of credit
(356,844
)
 
(200,887
)
Proceeds from issuance of other debt
114,666

 
15,522

Payments on other debt
(8,178
)
 
(78,363
)
Proceeds received from return of prepaid deferred financing costs
2,384

 

Payments for deferred financing costs
(1,200
)
 
(2,719
)
NET CASH PROVIDED BY FINANCING ACTIVITIES
122,523

 
137,218

Net change in cash and cash equivalents
2,867

 
(23,020
)
Cash and cash equivalents, beginning of period
4,753

 
29,508

Cash and cash equivalents, end of period
$
7,620

 
$
6,488

SUPPLEMENTAL INFORMATION:
 
 
 
Cash paid for interest (net of capitalized interest of $289 and $232, respectively)
$
28,148

 
$
29,780

Cash paid for interest on mandatorily redeemable debt
$
1,609

 
$
1,621

Cash paid for state income taxes
$
292

 
$
219

Noncash investing and financing activities:
 
 
 
Unrealized gain on interest rate swaps
$
97

 
$
177

Reduction in secured borrowing balance
$
10,515

 
$
7,299

Change in distributions declared and outstanding
$
4,034

 
$
4,498

Conversion of Series A-1 preferred OP units
$
1,707

 
$

Noncash investing and financing activities at the date of acquisition:
 
 
 
Acquisitions - Series A-3 preferred OP units issued
$

 
$
3,463

Acquisitions - release of note receivable and accrued interest
$

 
$
49,441


See accompanying Notes to Consolidated Financial Statements.

7

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



1.      Basis of Presentation

The unaudited interim consolidated financial statements of Sun Communities, Inc., a Maryland corporation, and all wholly-owned or majority-owned and controlled subsidiaries, including Sun Communities Operating Limited Partnership (the “Operating Partnership”), SunChamp LLC (“SunChamp”), and Sun Home Services, Inc. (“SHS”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying consolidated financial statements reflect, in the opinion of management, all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of the interim financial statements. Certain reclassifications have been made to prior periods’ financial statements in order to conform to current period presentation.

The results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the SEC on February 20, 2014 (the “2013 Annual Report”). These statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our 2013 Annual Report.

Reference in this report to Sun Communities, Inc., “we”, “our”, “us” and the “Company” refer to Sun Communities, Inc. and its subsidiaries, unless the context indicates otherwise.







8

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


2.      Real Estate Acquisitions and Dispositions

Acquisitions
In June 2014, we acquired Lake Rudolph Campground and Recreational Vehicle Resort ("Lake Rudolph"), a recreational vehicle ("RV") community with 503 sites located in Santa Claus, Indiana.
In April 2014, we acquired Saco/Old Orchard Beach RV Resort ("Saco"), a community with 127 sites located in Saco, Maine.
In February 2014, we acquired Driftwood Camping Resort ("Driftwood"), an RV community with 698 sites and expansion potential of approximately 30 sites located in Clermont, New Jersey, and Seashore Campsites RV and Campground ("Seashore"), an RV community with 685 sites located in Cape May, New Jersey.
In January 2014, we acquired Castaways RV Resort & Campground ("Castaways"), an RV community with 369 sites and expansion potential of approximately 25 sites located in Worcester County, Maryland, and Wine Country RV Resort ("Wine Country"), an RV community with 166 sites and expansion potential of approximately 34 sites located in Paso Robles, California.
The following tables summarize the amounts of the assets acquired and liabilities assumed at the acquisition dates and the consideration paid for acquisitions completed in 2014 (in thousands):

At Acquisition Date
 
Wine Country
 
Castaways
 
Seashore
 
Driftwood
 
Saco
 
Lake Rudolph
 
Total
Investment in property
 
$
13,250

 
$
36,597

 
$
24,258

 
$
31,301

 
$
4,366

 
$
30,454

 
$
140,226

In-place leases and other intangible assets
 

 

 
500

 
790

 

 

 
1,290

Other assets
 
9

 
2

 
12

 
4

 
31

 
64

 
122

Below market franchise intangible
 

 

 

 

 
(6
)
 

 
(6
)
Other liabilities
 
(60
)
 
(497
)
 
(1,188
)
 
(836
)
 
(258
)
 
(1,417
)
 
(4,256
)
Total identifiable assets and liabilities assumed
 
$
13,199

 
$
36,102

 
$
23,582

 
$
31,259

 
$
4,133

 
$
29,101

 
$
137,376

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consideration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash consideration transferred
 
$
13,199

 
$
36,102

 
$
23,582

 
$
31,259

 
$
4,133

 
$
29,101

 
$
137,376

 
The purchase price allocations for Wine Country, Castaways, Seashore, Driftwood, Saco and Lake Rudolph are preliminary and may be adjusted as final costs and final valuations are determined.

The amount of revenue and net income included in the consolidated statements of operations for the three and six months ended June 30, 2014 for all acquisitions described above is set forth in the following table (in thousands):
 
Three Months Ended June 30, 2014
 
Six Months Ended June 30, 2014
 
(unaudited)
Revenue
$
5,026

 
$
6,079

Net income
$
2,866

 
$
3,225








9

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


2.      Real Estate Acquisitions and Dispositions, continued

The following unaudited pro forma financial information presents the results of our operations for the three and six months ended June 30, 2014 and 2013 as if the properties were acquired on January 1, 2013. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees and purchase accounting. The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisitions been consummated on January 1, 2013 (in thousands, except per-share data).

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
(unaudited)
 
2014
 
2013
 
2014
 
2013
Total revenues
$
116,960

 
$
103,338

 
$
229,862

 
$
209,438

Net income attributable to Sun Communities, Inc. common stockholders
$
5,730

 
$
2,098

 
$
15,534

 
$
9,844

Net income per share attributable to Sun Communities, Inc. common stockholders - basic
$
0.14

 
$
0.06

 
$
0.40

 
$
0.30

Net income per share attributable to Sun Communities, Inc. common stockholders - diluted
$
0.14

 
$
0.06

 
$
0.40

 
$
0.30


Transaction costs of approximately $1.1 million and $1.1 million and $1.9 million and $2.2 million have been incurred for the three and six months ended June 30, 2014 and 2013, respectively, and are presented as “Transaction costs” in our consolidated statements of operations.

Dispositions

In June 2014, we closed on the sale of four manufactured housing ("MH") communities: Continental Estates, Davison East, Countryside Village and Desert View Village. During the first quarter of 2014, the Company chose to early adopt Accounting Standards Update ("ASU") 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" ("ASU 2014-08"). Pursuant to ASU 2014-08, the disposal of the communities does not qualify for presentation as discontinued operations, as the sale does not have a major impact on our operations and financial results and does not represent a strategic shift. Additionally, the communities are not considered individually significant components that do not qualify for presentation as discontinued operations. A gain of $0.9 million is recorded in "Gain on disposition of properties, net" in our consolidated statement of operations.

3.      Investment Property

The following table sets forth certain information regarding investment property (in thousands):
 
 
June 30, 2014
 
December 31, 2013
Land
 
$
220,019

 
$
194,404

Land improvements and buildings
 
1,915,042

 
1,806,546

Rental homes and improvements
 
439,079

 
393,562

Furniture, fixtures, and equipment
 
67,979

 
65,086

Land held for future development
 
23,221

 
29,521

Investment property
 
2,665,340

 
2,489,119

Accumulated depreciation
 
(765,557
)
 
(734,067
)
Investment property, net
 
$
1,899,783

 
$
1,755,052


Land improvements and buildings consist primarily of infrastructure, roads, landscaping, clubhouses, maintenance buildings and amenities.

See Note 2, "Real Estate Acquisitions and Dispositions", for details on recent acquisitions and dispositions.


10

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


4.      Transfers of Financial Assets

We completed various transactions with an unrelated entity involving our notes receivable under which we received cash proceeds in exchange for relinquishing our right, title and interest in certain notes receivable. We have no further obligations or rights with respect to the control, management, administration, servicing, or collection of the installment notes. However, we are subject to certain recourse provisions requiring us to purchase the underlying homes collateralizing such notes, in the event of a note default and subsequent repossession of the home by the unrelated entity. The recourse provisions are considered to be a form of continuing involvement, and therefore these transferred loans did not meet the requirements for sale accounting. We continue to recognize these transferred loans on our balance sheet and refer to them as collateralized receivables. The proceeds from the transfer have been recognized as a secured borrowing.

In the event of note default, and subsequent repossession of a manufactured home by the unrelated entity, the terms of the agreement require us to repurchase the manufactured home. Default is defined as the failure to repay the installment note according to contractual terms. The repurchase price is calculated as a percentage of the outstanding principal balance of the collateralized receivable, plus any outstanding late fees, accrued interest, legal fees, and escrow advances associated with the installment note.  The percentage used to determine the repurchase price of the outstanding principal balance on the installment note is based on the number of payments made on the note. In general, the repurchase price is determined as follows:

Number of Payments
 
Repurchase %
Less than or equal to 15
 
100
%
Greater than 15 but less than 64
 
90
%
Equal to or greater than 64 but less than 120
 
65
%
120 or more
 
50
%

The transferred assets have been classified as collateralized receivables in Notes and Other Receivables (see Note 5), and the cash proceeds received from these transactions have been classified as a secured borrowing in Debt (see Note 9) within the consolidated balance sheets. The balance of the collateralized receivables was $114.9 million (net of allowance of $0.8 million) and $109.8 million (net of allowance of $0.7 million) as of June 30, 2014 and December 31, 2013, respectively.  The outstanding balance on the secured borrowing was $115.7 million and $110.5 million as of June 30, 2014 and December 31, 2013, respectively.

The balances of the collateralized receivables and secured borrowings fluctuate. The balances increase as additional notes receivable are transferred and exchanged for cash proceeds. The balances are reduced as the related collateralized receivables are collected from the customers, or as the underlying collateral is repurchased. The change in the aggregate gross principal balance of the collateralized receivables is as follows (in thousands):

 
Six Months Ended
 
June 30, 2014
Beginning balance
$
110,510

Financed sales of manufactured homes
15,664

Principal payments and payoffs from our customers
(5,148
)
Principal reduction from repurchased homes
(5,366
)
Total activity
5,150

Ending balance
$
115,660


The collateralized receivables earn interest income, and the secured borrowings accrue interest expense at the same interest rates. The amount of interest income and expense recognized was $2.9 million and $2.6 million and $5.6 million and $5.0 million for the three and six months ended June 30, 2014 and 2013, respectively.  



11

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


5.      Notes and Other Receivables

The following table sets forth certain information regarding notes and other receivables (in thousands):

 
 
June 30, 2014
 
December 31, 2013
Installment notes receivable on manufactured homes, net
 
$
23,134

 
$
25,471

Collateralized receivables, net (see Note 4)
 
114,871

 
109,821

Other receivables, net
 
26,425

 
29,393

Total notes and other receivables, net
 
$
164,430

 
$
164,685


Installment Notes Receivable on Manufactured Homes

The installment notes of $23.1 million (net of allowance of $0.1 million) and $25.5 million (net of allowance of $0.1 million) as of June 30, 2014 and December 31, 2013, respectively, are collateralized by manufactured homes. The notes represent financing provided by us to purchasers of manufactured homes primarily located in our communities and require monthly principal and interest payments. The notes have a net weighted average interest rate and maturity of 8.8% and 11.7 years as of June 30, 2014, and 8.9% and 11.9 years as of December 31, 2013.

The change in the aggregate gross principal balance of the installment notes is as follows (in thousands):

 
Six Months Ended
 
June 30, 2014
Beginning balance
$
25,575

Financed sales of manufactured homes
331

Principal payments and payoffs from our customers
(1,883
)
Principal reduction from repossessed homes
(750
)
Total activity
(2,302
)
Ending balance
$
23,273


Collateralized Receivables

Collateralized receivables represent notes receivable that were transferred to a third party, but did not meet the requirements for sale accounting (see Note 4). The receivables have a balance of $114.9 million (net of allowance of $0.8 million) and $109.8 million (net of allowance of $0.7 million ) as of June 30, 2014 and December 31, 2013, respectively.  The receivables have a net weighted average interest rate and maturity of 10.5% and 14.0 years as of June 30, 2014, and 10.7% and 13.6 years as of December 31, 2013.

Allowance for Losses for Collateralized and Installment Notes Receivable

The following table sets forth the allowance for collateralized and installment notes receivable as of June 30, 2014 (in thousands).

 
Six Months Ended
 
June 30, 2014
Beginning balance
$
(793
)
Lower of cost or market write-downs
254

Increase to reserve balance
(390
)
Total activity
(136
)
Ending balance
$
(929
)




12

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


5.      Notes and Other Receivables, continued

Other Receivables

As of June 30, 2014, other receivables were comprised of amounts due from residents for rent and water and sewer usage of $8.4 million (net of allowance of $0.7 million), home sale proceeds of $5.3 million, insurance receivables of $2.7 million, insurance settlement of $3.7 million, rebates and other receivables of $4.1 million and a note receivable of $2.2 million.  The $2.2 million note bears interest at 8.0% for the first two years and 7.9% for the remainder of the loan, is secured by the senior mortgage on one MH community and a deed of land, and is due on December 31, 2016. As of December 31, 2013, other receivables were comprised of amounts due from residents for rent and water and sewer usage of $6.9 million (net of allowance of $0.7 million), home sale proceeds of $5.7 million, insurance receivables of $2.0 million, insurance settlement of $3.7 million, rebates and other receivables of $4.6 million and two notes receivable of $4.3 million and $2.2 million.

In June 2014, our $4.3 million note receivable, which was secured by senior mortgages on two RV communities, a pledge of $4.0 million in Series A-3 Preferred OP Units, a subordinated interest in cash collateral account and equity interests in another RV community, was paid in full.

6.
Intangible Assets

Our intangible assets include in-place leases from acquisitions, capitalized costs in relation to leasing costs and franchise fees. These intangible assets are recorded within Other assets on the consolidated balance sheets. The accumulated amortization and gross carrying amounts are as follows (in thousands):
 
 
 
 
June 30, 2014
 
December 31, 2013
Intangible Asset
 
Useful Life
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
In-place leases
 
7 years
 
$
28,251

 
$
(10,021
)
 
$
26,961

 
$
(8,239
)
Capitalized leasing costs greater than 1 year
 
7 years
 
13,780

 
(5,837
)
 
13,359

 
(6,757
)
Franchise fees
 
15 years
 
764

 
(68
)
 
770

 
(29
)
Total
 
 
 
$
42,795

 
$
(15,926
)
 
$
41,090

 
$
(15,025
)

During 2014, in connection with our acquisitions, we purchased in-place leases valued at approximately $1.3 million with a useful life of seven years.

The aggregate net amortization expenses related to the intangible assets are as follows (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Intangible Asset
 
2014
 
2013
 
2014
 
2013
In-place leases
 
$
891

 
$
881

 
$
1,782

 
$
1,611

Capitalized leasing costs greater than 1 year
 
373

 
367

 
730

 
722

Franchise fees
 
8

 
7

 
38

 
7

Total
 
$
1,272

 
$
1,255

 
$
2,550

 
$
2,340









13

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


7.      Investment in Affiliates

Origen Financial Services, LLC (“OFS LLC”)

At June 30, 2014 and 2013, we had a 22.9% ownership interest in OFS LLC, an entity formed to originate manufactured housing installment contracts.  We have suspended equity accounting as the carrying value of our investment is zero.

Origen Financial, Inc. (“Origen”)

Through Sun OFI, LLC, a taxable REIT subsidiary, we own 5,000,000 shares of common stock of Origen which approximates an ownership interest of 19%. Although it is no longer originating or servicing loans, Origen continues to manage an existing portfolio of manufactured home loans and asset backed securities. We have suspended equity accounting for this investment as the carrying value of our investment is zero. We do, however, receive income from distributions on our shares of Origen common stock.  Per Origen's amended earnings release dated June 3, 2014, the distribution payment represented a return of capital. Our investment in Origen had a market value of approximately $7.8 million based on a quoted market closing price of $1.56 per share from the OTC Pink Marketplace as of June 30, 2014.

The following table sets forth certain summarized unaudited financial information for Origen. The unaudited revenue and expense amounts represent actual results through May 2014 and budgeted June 2014 results (amounts in thousands):

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
(unaudited)
 
2014
 
2013
 
2014
 
2013
Revenues
$
11,045

 
$
13,207

 
$
22,252

 
$
25,880

Expenses
(11,143
)
 
(13,034
)
 
(22,447
)
 
(27,560
)
Net income (loss)
$
(98
)
 
$
173

 
$
(195
)
 
$
(1,680
)



14

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


8.      Consolidated Variable Interest Entities

Variable interest entities ("VIEs") that are consolidated include Rudgate Village SPE, LLC, Rudgate Clinton SPE, LLC and Rudgate Clinton Estates SPE, LLC (the “Rudgate Borrowers”). We concluded that the Rudgate Borrowers qualify as VIEs as we are the primary beneficiary and hold a controlling financial interest in these entities due to our power to direct the activities that most significantly impact the economic performance of the entities, as well as our obligation to absorb the most significant losses and our rights to receive significant benefits from these entities.  As such, the transactions and accounts of these VIEs are included in the accompanying consolidated financial statements.

The following table summarizes the assets and liabilities included in our consolidated balance sheets after appropriate eliminations (in thousands):

 
June 30, 2014
 
December 31, 2013
ASSETS
 
 
 
Investment property, net
$
56,002

 
$
56,805

Other assets
3,816

 
3,926

   Total Assets
$
59,818

 
$
60,731

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Debt
$
44,848

 
$
45,209

Other liabilities
9,160

 
6,564

Noncontrolling interests
(268
)
 
(537
)
   Total Liabilities and Stockholders' Equity
$
53,740

 
$
51,236


Investment property, net and other assets related to the consolidated VIEs comprised approximately 2.8% and 3.0% of our consolidated total assets and debt and other liabilities comprised approximately 3.4% and 3.2% of our consolidated total liabilities at June 30, 2014 and December 31, 2013, respectively. Noncontrolling interest related to the consolidated VIEs comprised less than 1.0% of our consolidated total equity at June 30, 2014 and December 31, 2013.

9.      Debt and Lines of Credit

The following table sets forth certain information regarding debt (in thousands):
 
Principal
Outstanding
 
Weighted Average
Years to Maturity
 
Weighted Average
Interest Rates
 
June 30, 2014
 
December 31, 2013
 
June 30, 2014
 
December 31, 2013
 
June 30, 2014
 
December 31, 2013
Collateralized term loans - CMBS
$
641,215

 
$
644,844

 
5.6
 
6.1
 
5.4
%
 
5.4
%
Collateralized term loans - FNMA
363,664

 
366,019

 
7.6
 
8.1
 
3.1
%
 
3.6
%
Collateralized term loans - Northwestern
98,447

 

 
11.6
 
N/A
 
4.2
%
 
N/A

Aspen and Series B-3 preferred OP Units
47,022

 
47,022

 
7.4
 
7.6
 
6.9
%
 
6.9
%
Secured borrowing (see Note 4)
115,660

 
110,510

 
13.9
 
13.5
 
10.5
%
 
10.7
%
Mortgage notes, other
141,309

 
143,042

 
5.5
 
6.0
 
4.6
%
 
4.6
%
Total debt
$
1,407,317

 
$
1,311,437

 
7.1
 
7.2
 
5.1
%
 
5.0
%

Collateralized Term Loans

In January 2014, we and four of our subsidiaries obtained four mortgage loans (each, an “Individual Loan” and, together, the “Loan”) in the aggregate amount of $99.0 million from The Northwestern Mutual Life Insurance Company (“NM”) pursuant to a Master Loan Agreement with NM. Each Individual Loan accrues interest at a rate of 4.20% and matures on February 13, 2026. We and each of the four borrowers have guaranteed the Loan. The proceeds of the Loan were used to repay a portion of our senior secured line of credit.

15

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


9.      Debt and Lines of Credit, continued

The collateralized term loans totaling $1.1 billion as of June 30, 2014, are secured by 99 properties comprised of 40,220 sites representing approximately $701.3 million of net book value.

Aspen Preferred OP Units

The Aspen preferred OP units issued by the Operating Partnership are convertible into 526,212 shares of the Company's common stock based on a conversion price of $68 per share with a redemption date of January 1, 2024. The current preferred rate is 6.5%.

Secured Borrowing

See Note 4, "Transfers of Financial Assets", for additional information regarding our collateralized receivables and secured borrowing transactions.

Mortgage Notes

The mortgage notes totaling $141.3 million as of June 30, 2014, are collateralized by 18 properties comprised of 7,915 sites representing approximately $241.8 million of net book value.

Lines of Credit

We have a senior secured revolving credit facility with Citibank, N.A. and certain other lenders in the amount of $350.0 million (the "Facility"). The Facility has a four year term ending May 15, 2017, which can be extended for one additional year at our option, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit agreement also provides for, subject to the satisfaction of certain conditions, additional commitments in an amount not to exceed $250.0 million. The Facility bears interest at a floating rate based on the Eurodollar rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement, which can range from 1.65% to 2.90%. Based on our calculation of the leverage ratio as of June 30, 2014, the margin was 1.65%. At June 30, 2014 and December 31, 2013, we had approximately $31.9 million and $178.1 million, respectively, outstanding under the Facility. At June 30, 2014 and December 31, 2013, approximately $2.0 million and $2.7 million, respectively, of availability was used to back standby letters of credit.

The Facility is secured by a first priority lien on all of our equity interests in each entity that owns all or a portion of the properties constituting the borrowing base and collateral assignments of our senior and junior debt positions in certain borrowing base properties.

We also have a $20.0 million secured line of credit agreement collateralized by a portion of our rental home portfolio. The net book value of the rental homes pledged as security for the loan must meet or exceed 200% of the outstanding loan balance. The terms of the agreement require interest only payments for the first five years, with the remainder of the term being amortized based on a 10 year term. The interest rate is the prime rate as published in the Wall Street Journal adjusted the first day of each calendar month plus 200 basis points with a minimum rate of 5.5%. At both June 30, 2014 and December 31, 2013, the effective interest rate was 5.5%, and there was no amount outstanding.

Lastly, we have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us a twelve month notice of their intent to terminate the agreement. The interest rate is 100 basis points over the greater of the prime rate as quoted in the Wall Street Journal on the first business day of each month or 6.0%. At June 30, 2014, the effective interest rate was 7.0%.  The outstanding balance was $6.6 million and $3.3 million at June 30, 2014 and December 31, 2013, respectively.

Covenants

The most restrictive of our debt agreements place limitations on secured borrowings and contain minimum fixed charge coverage, leverage, distribution and net worth requirements. At June 30, 2014, we were in compliance with all covenants.


16

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


10.      Equity Transactions

In March 2014, we closed an underwritten registered public offering of 4,200,000 shares of common stock at a price of $44.45 per share, and in April 2014, the underwriters exercised their option to purchase an additional 630,000 shares of common stock at a price of $44.45 less the declared dividend of $0.65 per share. Net proceeds from the offering were $214.0 million after deducting underwriting discounts and the expenses related to the offering. We used the net proceeds of the offering to repay borrowings outstanding under the Facility, for acquisitions of properties and for working capital and general corporate purposes.

In November 2004, our Board of Directors authorized us to repurchase up to 1,000,000 shares of our common stock.  We have 400,000 common shares remaining in the repurchase program.  No common shares were repurchased during the six months ended June 30, 2014 or 2013.  There is no expiration date specified for the buyback program.
 
Common OP unit holders can convert their common OP units into an equivalent number of shares of common stock at any time.  During the six months ended June 30, 2014 and 2013, there were no common OP units converted to shares of common stock.

Subject to certain limitations, Series A-1 preferred OP unit holders may convert their Series A-1 preferred OP units to shares of our common stock at any time. During the six months ended June 30, 2014, holders of Series A-1 preferred OP units converted 17,075 units to 41,645 shares of common stock. No such units were converted during the six months ended June 30, 2013.

Cash distributions of $0.65 per share were declared for the quarter ended June 30, 2014. On July 18, 2014, cash payments of approximately $28.1 million for aggregate distributions were made to common stockholders, common OP unitholders and restricted stockholders of record as of June 30, 2014. In addition, cash distributions of $0.4453 per share were declared on the Company's Series A cumulative redeemable preferred stock. On July 15, 2014, cash payments of approximately $1.5 million for aggregate distributions were made to Series A cumulative redeemable preferred stockholders of record as of July 1, 2014.


11.      Share-Based Compensation

In June 2014, we granted 20,250 shares of restricted stock to employees under our Sun Communities Inc. Equity Incentive Plan ("2009 Equity Plan"). The restricted shares had a fair value of $49.84 per share and will vest as follows: June 30, 2017: 35%; June 30, 2018: 35%; June 30, 2019: 20%; June 30, 2020: 5%; June 30, 2021: 5%. The fair value was determined by using the closing share price of our common stock on the date the shares were issued.

In June 2014, we also granted 50,000 shares of restricted stock to our executive officers under our 2009 Equity Plan. The restricted shares had a fair value of $49.84 per share and will vest as follows: June 30, 2018: 20%; June 30, 2019: 30%; June 30, 2020: 35%; June 30, 2021: 10%; June 30, 2022: 5%. The fair value was determined by using the closing share price of our common stock on the date the shares were issued.

In February 2014, we granted 16,000 shares of restricted stock to an executive officer and a key employee under our 2009 Equity Plan. The restricted shares had a fair value of $48.01 per share and will vest as follows: February 12, 2018: 20%; February 12, 2019: 30%; February 12, 2020: 35%; February 12, 2021: 10%; February 12, 2022: 5%. The fair value was determined by using the closing share price of our common stock on the date the shares were issued.

In February 2014, we granted 14,000 shares of restricted stock to our directors under our First Amended and Restated 2004 Non-Employee Director Option Plan. The awards vest on February 12, 2017, and had a fair value of $48.01 per share. The fair value was determined by using the closing share price of our common stock on the date the shares were issued.

During the six months ended June 30, 2014, 4,904 shares of common stock were issued in connection with the exercise of stock options and the net proceeds received were $0.1 million.

The vesting requirements for 18,045 restricted shares granted to our employees were satisfied during the six months ended June 30, 2014.


17

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


12.     Segment Reporting

We group our operating segments into reportable segments that provide similar products and services. Each operating segment has discrete financial information evaluated regularly by the Company's chief operating decision maker in evaluating and assessing performance. We have two reportable segments: (i) Real Property Operations and (ii) Home Sales and Rentals. The Real Property Operations segment owns, operates, and develops MH communities and RV communities and is in the business of acquiring, operating, and expanding MH and RV communities.  The Home Sales and Rentals segment offers manufactured home sales and leasing services to tenants and prospective tenants of our communities. 

Transactions between our segments are eliminated in consolidation.  Transient RV revenue is included in Real Property Operations’ revenues and is expected to approximate $31.7 million annually. This transient revenue was recognized 25.2% and 18.2% in the first and second quarters, respectively, and is expected to be recognized 43.2% in the third quarter and 13.4% in the fourth quarter of 2014. In 2013, transient revenue was $17.4 million and was recognized 40.0% in the first quarter, 15.0% in the second quarter, 30.0% in the third quarter and 15.0% in the fourth quarter.

A presentation of segment financial information is summarized as follows (amounts in thousands):

 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
Revenues
$
86,105

 
$
24,546

 
$
110,651

 
$
75,746

 
$
21,176

 
$
96,922

Operating expenses/Cost of sales
31,272

 
16,313

 
47,585

 
28,056

 
13,868

 
41,924

Net operating income/Gross profit
54,833

 
8,233

 
63,066

 
47,690

 
7,308

 
54,998

Adjustments to arrive at net income (loss):
 
 
 
 
 
 
 
 
 
 
 
Ancillary, interest and other income, net
4,736

 

 
4,736

 
3,229

 

 
3,229

General and administrative
(8,393
)
 
(3,120
)
 
(11,513
)
 
(6,369
)
 
(2,812
)
 
(9,181
)
Transaction costs
(1,104
)
 

 
(1,104
)
 
(1,108
)
 

 
(1,108
)
Depreciation and amortization
(18,713
)
 
(11,332
)
 
(30,045
)
 
(17,410
)
 
(8,654
)
 
(26,064
)
Interest
(17,933
)
 
(7
)
 
(17,940
)
 
(18,181
)
 
(20
)
 
(18,201
)
Interest on mandatorily redeemable debt
(806
)
 

 
(806
)
 
(812
)
 

 
(812
)
(Loss) gain on disposition of properties, net
(647
)
 
1,532

 
885

 

 

 

Distributions from affiliate
400

 

 
400

 
450

 

 
450

Provision for state income taxes
(69
)
 

 
(69
)
 
(37
)
 

 
(37
)
Net income (loss)
12,304

 
(4,694
)
 
7,610

 
7,452

 
(4,178
)
 
3,274

Less:  Preferred return to A-1 preferred OP units
664

 

 
664

 
646

 

 
646

Less: Preferred return to A-3 preferred OP units
46

 

 
46

 
46

 

 
46

Less:  Amounts attributable to noncontrolling interests
797

 
(339
)
 
458

 
335

 
(302
)
 
33

Net income (loss) attributable to Sun Communities, Inc.
10,797

 
(4,355
)
 
6,442

 
6,425

 
(3,876
)
 
2,549

Less: Series A preferred stock distributions
1,514

 

 
1,514

 
1,514

 

 
1,514

Net income (loss) attributable to Sun Communities, Inc. common stockholders
$
9,283

 
$
(4,355
)
 
$
4,928

 
$
4,911

 
$
(3,876
)
 
$
1,035








18

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


12.     Segment Reporting, continued

 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
Revenues
$
173,602

 
$
44,071

 
$
217,673

 
$
154,811

 
$
41,393

 
$
196,204

Operating expenses/Cost of sales
60,470

 
29,412

 
89,882

 
53,758

 
27,947

 
81,705

Net operating income/Gross profit
113,132

 
14,659

 
127,791

 
101,053

 
13,446

 
114,499

Adjustments to arrive at net income (loss):
 
 
 
 
 
 
 
 
 
 
 
Ancillary, interest and other income, net
8,895

 

 
8,895

 
6,859

 

 
6,859

General and administrative
(16,206
)
 
(5,619
)
 
(21,825
)
 
(13,159
)
 
(5,246
)
 
(18,405
)
Transaction costs
(1,856
)
 
(8
)
 
(1,864
)
 
(2,150
)
 

 
(2,150
)
Depreciation and amortization
(37,069
)
 
(21,865
)
 
(58,934
)
 
(34,206
)
 
(17,120
)
 
(51,326
)
Interest
(35,521
)
 
(9
)
 
(35,530
)
 
(36,736
)
 
(329
)
 
(37,065
)
Interest on mandatorily redeemable debt
(1,609
)
 

 
(1,609
)
 
(1,621
)
 

 
(1,621
)
(Loss) gain on disposition of properties, net
(647
)
 
1,532

 
885

 

 

 

Distributions from affiliate
800

 

 
800

 
850

 

 
850

Provision for state income taxes
(138
)
 

 
(138
)
 
(96
)
 

 
(96
)
Net income (loss)
29,781

 
(11,310
)
 
18,471

 
20,794

 
(9,249
)
 
11,545

Less:  Preferred return to A-1 preferred OP units
1,336

 

 
1,336

 
1,219

 

 
1,219

Less: Preferred return to A-3 preferred OP units
91

 

 
91

 
76

 

 
76

Less:  Amounts attributable to noncontrolling interests
2,122

 
(880
)
 
1,242

 
1,231

 
(788
)
 
443

Net income (loss) attributable to Sun Communities, Inc.
26,232

 
(10,430
)
 
15,802

 
18,268

 
(8,461
)
 
9,807

Less: Series A preferred stock distributions
3,028

 

 
3,028

 
3,028

 

 
3,028

Net income (loss) attributable to Sun Communities, Inc. common stockholders
$
23,204

 
$
(10,430
)
 
$
12,774

 
$
15,240

 
$
(8,461
)
 
$
6,779


 
June 30, 2014
 
December 31, 2013
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
Identifiable assets:
 
 
 
 
 
 
 
 
 
 
 
Investment property, net
$
1,569,265

 
$
330,518

 
$
1,899,783

 
$
1,460,628

 
$
294,424

 
$
1,755,052

Cash and cash equivalents
7,266

 
354

 
7,620

 
5,336

 
(583
)
 
4,753

Inventory of manufactured homes

 
6,226

 
6,226

 

 
5,810

 
5,810

Notes and other receivables
155,054

 
9,376

 
164,430

 
154,524

 
10,161

 
164,685

Other assets
60,859

 
5,062

 
65,921

 
64,342

 
4,594

 
68,936

Total assets
$
1,792,444

 
$
351,536

 
$
2,143,980

 
$
1,684,830

 
$
314,406

 
$
1,999,236



19

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


13.     Income Taxes

We have elected to be taxed as a real estate investment trust (“REIT”) as defined under Section 856(c) of the Internal Revenue Code of 1986 (“Code”), as amended. In order for us to qualify as a REIT, at least ninety-five percent (95%) of our gross income in any year must be derived from qualifying sources. In addition, a REIT must distribute at least ninety percent (90%) of its REIT ordinary taxable income to its stockholders.

Qualification as a REIT involves the satisfaction of numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the area of REIT taxation which requires us to continually monitor our tax status. We analyzed the various REIT tests and confirmed that we continued to qualify as a REIT for the quarter ended June 30, 2014.

As a REIT, we generally will not be subject to U.S. federal income taxes at the corporate level on the ordinary taxable income we distribute to our stockholders as dividends. If we fail to qualify as a REIT in any taxable year, our taxable income could be subject to U.S. federal income tax at regular corporate rates (including any applicable alternative minimum tax). Even if we qualify as a REIT, we may be subject to certain state and local income taxes and to U.S. federal income and excise taxes on our undistributed income.

SHS, our taxable REIT subsidiary, is subject to U.S. federal income taxes. Our deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced, if necessary, by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence. Our temporary differences primarily relate to net operating loss carryforwards and depreciation. A federal deferred tax asset of $1.0 million is included in other assets in our consolidated balance sheets as of June 30, 2014 and December 31, 2013.

We had no unrecognized tax benefits as of June 30, 2014 and 2013. We expect no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of June 30, 2014.

We classify certain state taxes as income taxes for financial reporting purposes.  We record Texas Margin Tax as income tax in our financial statements, and we recorded a provision for state income taxes of approximately $0.1 million for the three and six months ended June 30, 2014 and 2013.
 

20

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


14.     Earnings Per Share

We have outstanding stock options and unvested restricted shares, and our Operating Partnership has outstanding common OP units, convertible A-1 preferred OP units, convertible A-3 preferred OP units and Aspen preferred OP Units, which, if converted or exercised, will impact dilution. 

Computations of basic and diluted earnings per share from continuing operations were as follows (in thousands, except per share data):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Numerator
 
2014
 
2013
 
2014
 
2013
Net income attributable to common stockholders
 
$
4,928

 
$
1,035

 
$
12,774

 
$
6,779

Denominator
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
40,331

 
35,479

 
38,413

 
32,954

Weighted average unvested restricted stock outstanding
 
648

 
408

 
647

 
377

Basic weighted average common shares and unvested restricted stock outstanding
 
40,979

 
35,887

 
39,060

 
33,331

Add: dilutive securities
 
14

 
20

 
15

 
17

Diluted weighted average common shares and securities
 
40,993

 
35,907

 
39,075

 
33,348

Earnings per share available to common stockholders:
 
 
 
 
 
 
 
 
Basic
 
$
0.12

 
$
0.03

 
$
0.33

 
$
0.20

Diluted
 
$
0.12

 
$
0.03

 
$
0.33

 
$
0.20


We excluded certain securities from the computation of diluted earnings per share because the inclusion of these securities would have been anti-dilutive for the periods presented.  The following table presents the outstanding securities that were excluded from the computation of diluted earnings per share as of June 30, 2014 and 2013 (amounts in thousands):
 
 
As of June 30,
 
 
2014
 
2013
Common OP units
 
2,069

 
2,069

Series A-1 preferred OP units
 
438

 
455

Series A-3 preferred OP units
 
40

 
40

Aspen preferred OP units
 
1,325

 
1,325

Total securities
 
3,872

 
3,889





21

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


15.     Derivative Instruments and Hedging Activities

Our objective in using interest rate derivatives is to manage exposure to interest rate movements thereby minimizing the effect of interest rate changes and the effect it could have on future cash flows. Interest rate swaps and caps are used to accomplish this objective. We require hedging derivative instruments to be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We do not enter into derivative instruments for speculative purposes.

The following table provides the terms of our interest rate derivative contracts that were in effect as of June 30, 2014:
Type
 
Purpose
 
Effective Date
 
Maturity Date
 
 Notional
 (in millions)
 
Based on
 
Variable Rate
 
Fixed Rate
 
Spread
 
Effective Fixed Rate
Cap
 
Cap Floating Rate
 
4/1/2012
 
4/1/2015
 
$
152.4

 
3 Month LIBOR
 
0.3270%
 
11.2650%
 
—%
 
N/A
Cap
 
Cap Floating Rate
 
10/3/2011
 
10/3/2016
 
$
10.0

 
3 Month LIBOR
 
0.3270%
 
11.0200%
 
—%
 
N/A

In January 2014, our interest rate swap agreement with a notional amount of $20.0 million expired. We did not enter into a new interest rate swap agreement.

In accordance with ASC Topic 815, Derivatives and Hedging, we have recorded the fair value of our derivative instruments designated as cash flow hedges on the balance sheet. See Note 16 for information on the determination of fair value for the derivative instruments.  The following table summarizes the fair value of derivative instruments included in our consolidated balance sheets as of June 30, 2014 and December 31, 2013 (in thousands):

 
Asset Derivatives
 
Liability Derivatives
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
June 30, 2014
 
December 31, 2013
 
 
 
June 30, 2014
 
December 31, 2013
Interest rate swaps and cap agreement
Other assets
 
$

 
$

 
Other liabilities
 
$

 
$
97

Total derivatives designated as hedging instruments
 
 
$

 
$

 
 
 
$

 
$
97


These valuation adjustments will only be realized under certain situations. For example, if we terminate contracts prior to maturity or if derivatives fail to qualify for hedge accounting, we would need to amortize amounts currently included in accumulated other comprehensive income into interest expense over the terms of the derivative contracts.  We did not terminate our swap prior to maturity, and it did not fail to qualify for hedge accounting; therefore, the net of valuation adjustments through the maturity date approximated zero.

Our hedges were highly effective and had minimal effect on income.  The following tables summarize the impact of derivative instruments for the three and six months ended June 30, 2014 and 2013 as recorded in the consolidated statements of operations (in thousands):

Derivatives in
Cash Flow Hedging
 
Amount of Gain or
(Loss) Recognized in
OCI (Effective Portion)
 
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
 
 
Three Months Ended June 30,
 
 
 
Three Months Ended June 30,
 
 
2014
 
2013
 
 
 
2014
 
2013
Interest rate swaps and cap agreement
 
$

 
$
85

 
Interest expense
 
$

 
$

Total
 
$

 
$
85

 
Total
 
$

 
$




22

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


15.     Derivative Instruments and Hedging Activities, continued

Derivatives in
Cash Flow Hedging
 
Amount of Gain or
(Loss) Recognized in
OCI (Effective Portion)
 
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
 
 
Six Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
2014
 
2013
 
 
 
2014
 
2013
Interest rate swaps and cap agreement
 
$
97

 
$
177

 
Interest expense
 
$

 
$

Total
 
$
97

 
$
177

 
Total
 
$

 
$


Our financial derivative instruments are designated and qualify as cash flow hedges and the effective portion of the gain or loss on such hedges are reported as a component of accumulated other comprehensive income in our consolidated balance sheets.

To the extent that the hedging relationship is not effective or does not qualify as a cash flow hedge, 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. No gain or loss was recognized in the consolidated financial
statements related to hedge ineffectiveness or to amounts excluded from effectiveness testing on our cash flow hedge during the three months ended June 30, 2014 or 2013.

Certain of our derivative instruments contain provisions that require us to provide ongoing collateralization on derivative instruments in a liability position.  As of December 31, 2013, we had collateral deposits recorded in other assets of approximately $0.7 million. As of June 30, 2014, we had no such deposits recorded.
 
16.     Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, accounts and notes receivable, accounts payable, derivative instruments, and debt.

ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories:

Level 1—Quoted unadjusted prices for identical instruments in active markets.

Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets.

Level 3—Model derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by us.

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value.

Derivative Instruments
The derivative instruments held by us are interest rate swap and cap agreements for which quoted market prices are indirectly available. For those derivatives, we use model-derived valuations in which all observable inputs and significant value drivers are observable in active markets provided by brokers or dealers to determine the fair values of derivative instruments on a recurring basis (Level 2). See Note 15 for Derivative Instruments.

Installment Notes on Manufactured Homes
The net carrying value of the installment notes on manufactured homes estimates the fair value as the interest rates in the portfolio are comparable to current prevailing market rates (Level 2). See Note 5 for Installment Notes.

23

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


16.    Fair Value of Financial Instruments, continued

Long Term Debt and Lines of Credit
The fair value of long term debt (excluding the secured borrowing) is based on the estimates of management and on rates currently quoted and rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). See Note 9 for Long-Term Debt and Lines of Credit.

Collateralized Receivables and Secured Borrowing
The fair value of these financial instruments offset each other as our collateralized receivables represent a transfer of financial assets and the cash proceeds received from these transactions have been classified as a secured borrowing in the consolidated balance sheets. The net carrying value of the collateralized receivables estimates the fair value as the interest rates in the portfolio are comparable to current prevailing market rates (Level 2). See Note 4 for Collateralized Receivables and Secured Borrowing.

Other Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair market values due to the short-term nature of these instruments.

The table below sets forth our financial assets and liabilities that required disclosure of their fair values on a recurring basis and presents the carrying values and fair values as of June 30, 2014 and December 31, 2013 that were measured using the valuation techniques described above. The table excludes other financial instruments such as cash and cash equivalents, accounts receivable, and accounts payable because the carrying values associated with these instruments approximate fair value since their maturities are less than one year.
 
 
June 30, 2014
 
December 31, 2013
Financial assets
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Installment notes on manufactured homes, net
 
$
23,134

 
$
23,134

 
$
25,471

 
$
25,471

Collateralized receivables, net
 
$
114,871

 
$
114,871

 
$
109,821

 
$
109,821

Financial liabilities
 
 
 
 
 
 
 
 
Derivative instruments
 
$

 
$

 
$
97

 
$
97

Debt (excluding secured borrowing)
 
$
1,291,642

 
$
1,328,406

 
$
1,200,927

 
$
1,211,821

Secured borrowing
 
$
115,660

 
$
115,660

 
$
110,510

 
$
110,510

Lines of credit
 
$
38,461

 
$
38,461

 
$
181,383

 
$
181,383


The derivative instruments are the only financial liabilities that were required to be carried at fair value in the consolidated balance sheets for the periods indicated, and we have no financial assets that are required to be carried at fair value.

17.     Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2014-09, (“ASU 2014-09”), “Revenue from Contracts with Customers” as a new Topic, Accounting Standards Codification ("ASC") Topic 606. The objective of ASU 2014-19 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 new guidance and has not determined the impact this standard may have on the consolidated financial statements nor decided upon the method of adoption.
In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" ("ASU 2014-08"). ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation by requiring only those disposals of a component or group of components that represent a strategic shift or that will have a major effect on the Company’s operational and financial results and also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidance does not change the presentation

24

SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


17.     Recent Accounting Pronouncements, continued

requirements for discontinued operations in the statement where net income is presented. ASU 2014-08 also requires the reclassification of assets and liabilities of a discontinued operation in the statement of financial position for all prior periods presented. The standard expands the disclosures for discontinued operations and requires new disclosures related to individually material disposals that do not meet the definition of a discontinued operation, an entity's continuing involvement with a discontinued operation following the disposal date and retained equity method investments in a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 and interim periods within annual periods beginning on or after December 15, 2015. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue. The Company has chosen to early adopt this pronouncement and has applied the guidance to recent applicable disposals (see Note 2).
18.    Commitments and Contingencies

On June 4, 2010, we settled all of the claims arising out of the litigation filed in 2004 by TJ Holdings, LLC in the Superior Court of Guilford County, North Carolina and the associated arbitration proceeding commenced by TJ Holdings in Southfield, Michigan. Under the terms of the settlement agreement, in which neither party admitted any liability whatsoever, we paid TJ Holdings $360,000. In addition, pursuant to this settlement, TJ Holdings’ percentage ownership interest in Sun/Forest, LLC will be increased on a one time basis, in the event of a sale or refinance of all of the SunChamp Properties, to between 9.03% and 28.99% depending on our average closing stock price as reported by the NYSE during the 30 days preceding the sale or refinance of all the SunChamp Properties. Once this percentage ownership interest has been adjusted, there will be no further adjustments from subsequent sales or refinances of the SunChamp Properties. The likelihood of a sale or refinancing of all of the SunChamp properties is not probable as these properties continue to see growth potential nor do we have a need to refinance all of the properties, so we do not expect it to have a material adverse impact on our results of operations or financial condition.

We are involved in various other legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material adverse impact on our results of operations or financial condition.

19. Subsequent Events

We have evaluated our financial statements for subsequent events through the date that this Form 10-Q was issued.

Share-based Compensation

In July 2014, the Company and Gary A. Shiffman (the Company's Chairman and Chief Executive Officer) entered into an Amended and Restated Restricted Stock Award Agreement, which amended and restated in its entirety the Restricted Stock Award Agreement dated June 20, 2013 between the Company and Mr. Shiffman. Under the original stock award agreement, the Company granted Mr. Shiffman 250,000 restricted shares of the Company's common stock, of which 175,000 restricted shares were awarded in respect of the performance of Mr. Shiffman and the Company over the prior three years and 75,000 restricted shares were awarded to induce Mr. Shiffman to execute a new five-year employment agreement. All of these restricted shares were scheduled to vest over time through June 2020. The restated stock award agreement amended the vesting schedule of the restricted shares, of which 100,000 restricted shares are now subject to performance vesting and the remaining 150,000 shares will vest over time through June 2020. The Company filed a Form 8-K on July 15, 2014 regarding the details of this event.

Disposition of Property

In July 2014, the Company sold a manufactured housing community located in Michigan for a total of $0.5 million.

Debt

In July 2014, the Company entered into a 10 year loan agreement for $26.9 million at a rate of 4.57% which is collateralized by two RV communities. The proceeds were used to pay down the Company’s line of credit.

25

SUN COMMUNITIES, INC.


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and Notes thereto, along with our 2013 Annual Report. Capitalized terms are used as defined elsewhere in this Form 10-Q.

OVERVIEW

We are a fully integrated, self-administered and self-managed REIT. As of June 30, 2014, we owned and operated a portfolio of 190 developed properties located in 27 states throughout the United States, including 157 MH communities, 24 RV communities, and 9 properties containing both MH and RV sites.

We have been in the business of acquiring, operating, developing and expanding MH and RV communities since 1975. We lease individual sites with utility access for placement of manufactured homes and RVs to our customers. We are also engaged through SHS in the marketing, selling, and leasing of new and pre-owned homes to current and future residents in our communities. The operations of SHS support and enhance our occupancy levels, property performance, and cash flows.

SIGNIFICANT ACCOUNTING POLICIES

We have identified significant accounting policies that, as a result of the judgments, uncertainties, and complexities of the underlying accounting standards and operations involved could result in material changes to our financial condition or results of operations under different conditions or using different assumptions. Details regarding significant accounting policies are described fully in our 2013 Annual Report.

SUPPLEMENTAL MEASURES

In addition to the results reported in accordance with GAAP, we have provided information regarding Net Operating Income (“NOI”) in the following tables. NOI is derived from revenues minus property operating and maintenance expenses and real estate taxes. We use NOI as the primary basis to evaluate the performance of our operations. A reconciliation of NOI to net income attributable to Sun Communities, Inc. is included in “Results of Operations” below.

We believe that NOI is helpful to investors and analysts as a measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We use NOI as a key management tool when evaluating performance and growth of particular properties and/or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense, and non-property specific expenses such as general and administrative expenses, all of which are significant costs, and therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall.  We believe that these costs included in net income often have no effect on the market value of our property and therefore limit its use as a performance measure. In addition, such expenses are often incurred at a parent company level and therefore are not necessarily linked to the performance of a real estate asset.

NOI should not be considered a substitute for the reported results prepared in accordance with GAAP. NOI should not be considered as an alternative to net income as an indicator of our financial performance, or to cash flows as a measure of liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions.  NOI, as determined and presented by us, may not be comparable to related or similarly titled measures reported by other companies.

We also provide information regarding Funds From Operations (“FFO”).  We consider FFO an appropriate supplemental measure of the financial performance of an equity REIT. Under the National Association of Real Estate Investment Trusts (“NAREIT”) definition, FFO represents net income, excluding extraordinary items (as defined under GAAP), and gain (loss) on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. Management also uses FFO excluding certain items, a non-GAAP financial measure, which excludes certain gain and loss items that management considers unrelated to the operational and financial performance of our core business. We believe that this provides investors with another financial measure of our operating performance that is more comparable when evaluating period over period results. A discussion of FFO, FFO excluding certain items, a reconciliation of FFO to net income, and FFO to FFO excluding certain items are included in the presentation of FFO in following our “Results of Operations".

26

SUN COMMUNITIES, INC.


RESULTS OF OPERATIONS

We report operating results under two segments: Real Property Operations and Home Sales and Rentals.  The Real Property Operations segment owns, operates, and develops MH communities and RV communities throughout the United States and is in the business of acquiring, operating, and expanding MH and RV communities.  The Home Sales and Rentals segment offers manufactured home sales and leasing services to tenants and prospective tenants of our communities.  We evaluate segment operating performance based on NOI and gross profit.

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2014 AND 2013

The following table summarizes our consolidated financial results for the three months ended June 30, 2014 and 2013 (in thousands):

 
 
Three Months Ended June 30,
 
 
2014
 
2013
Real Property NOI
 
$
54,833

 
$
47,690

Rental Program NOI
 
18,034

 
14,958

Home Sales NOI/Gross Profit
 
3,713

 
3,816

Site rent from Rental Program (included in Real Property NOI)
 
(13,514
)
 
(11,466
)
NOI/Gross profit
 
63,066

 
54,998

Adjustments to arrive at net income:
 
 
 
 
Other revenues
 
4,736

 
3,229

General and administrative
 
(11,513
)
 
(9,181
)
Transaction costs
 
(1,104
)
 
(1,108
)
Depreciation and amortization
 
(30,045
)
 
(26,064
)
Interest expense
 
(18,746
)
 
(19,013
)
Gain on disposition of properties, net
 
885

 

Provision for state income taxes
 
(69
)
 
(37
)
Distributions from affiliate
 
400

 
450

Net income
 
7,610

 
3,274

Less:  Preferred return to A-1 preferred OP units
 
664

 
646

Less: Preferred return to A-3 preferred OP units
 
46

 
46

Less:  Amounts attributable to noncontrolling interests
 
458

 
33

Net income attributable to Sun Communities, Inc.
 
6,442

 
2,549

Less: Series A Preferred Stock Distributions
 
1,514

 
1,514

Net income attributable to Sun Communities, Inc. common stockholders
 
$
4,928

 
$
1,035




27

SUN COMMUNITIES, INC.


REAL PROPERTY OPERATIONS – TOTAL PORTFOLIO

The following tables reflect certain financial and other information for our Total Portfolio as of and for the three months ended June 30, 2014 and 2013:
 
 
Three Months Ended June 30,
Financial Information (in thousands)
 
2014
 
2013
 
Change
 
% Change
Income from Real Property
 
$
86,105

 
$
75,746

 
$
10,359

 
13.7
%
Property operating expenses:
 
 
 
 
 
 
 
 
Payroll and benefits
 
7,536

 
6,929

 
607

 
8.8
%
Legal, taxes & insurance
 
1,175

 
947

 
228

 
24.1
%
Utilities
 
10,045

 
8,842

 
1,203

 
13.6
%
Supplies and repair
 
3,776

 
3,491

 
285

 
8.2
%
Other
 
2,661

 
2,059

 
602

 
29.2
%
Real estate taxes
 
6,079

 
5,788

 
291

 
5.0
%
Property operating expenses
 
31,272

 
28,056

 
3,216

 
11.5
%
Real Property NOI
 
$
54,833

 
$
47,690

 
$
7,143

 
15.0
%

 
 
As of June 30,
Other Information
 
2014
 
2013
 
Change
Number of properties
 
190

 
185

 
5

Developed sites
 
71,680

 
68,542

 
3,138

Occupied sites (1) (2)
 
57,099

 
54,082

 
3,017

Occupancy % (1)
 
91.0
%
 
89.2
%
 
1.8
%
Weighted average monthly site rent - MH
 
$
451

 
$
438

 
$
13

Weighted average monthly site rent - Annual RV (3)
 
$
396

 
$
377

 
$
19

Weighted average monthly site rent - Total
 
$
443

 
$
430

 
$
13

Sites available for development
 
6,207

 
6,699

 
(492
)

(1)   
Occupied sites and occupancy % include MH and annual RV sites, and exclude transient RV sites, which are included in total developed sites.
(2)  
Occupied sites include 1,137 sites acquired in 2014 and 1,897 sites acquired in 2013.
(3) 
Weighted average rent pertains to annual RV sites and excludes transient RV sites.

The 15.0% increase in Real Property NOI consists of $3.2 million from newly acquired properties and $3.9 million from same site properties as detailed below.



28

SUN COMMUNITIES, INC.


REAL PROPERTY OPERATIONS – SAME SITE

A key management tool used when evaluating performance and growth of our properties is a comparison of Same Site communities. Same Site communities consist of properties owned and operated for the same period in both years for the three months ended June 30, 2014 and 2013.  The Same Site data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions, or unique situations.

In order to evaluate the growth of the Same Site communities, management has classified certain items differently than our GAAP statements. The reclassification difference between our GAAP statements and our Same Site portfolio is the reclassification of water and sewer revenues from income from real property to utilities.  A significant portion of our utility charges are re-billed to our residents. We reclassify these amounts to reflect the utility expenses associated with our Same Site portfolio net of recovery.

The following tables reflect certain financial and other information for our Same Site communities as of and for the three months ended June 30, 2014 and 2013:
 
 
Three Months Ended June 30,
Financial Information (in thousands) (1)
 
2014
 
2013
 
Change
 
% Change
Income from Real Property
 
$
72,141

 
$
67,903

 
$
4,238

 
6.2
 %
Property operating expenses:
 
 
 
 
 
 
 
 
Payroll and benefits
 
5,782

 
6,042

 
(260
)
 
(4.3
)%
Legal, taxes & insurance
 
1,058

 
898

 
160

 
17.8
 %
Utilities
 
4,358

 
4,053

 
305

 
7.5
 %
Supplies and repair
 
3,179

 
3,252

 
(73
)
 
(2.2
)%
Other
 
2,021

 
1,809

 
212

 
11.7
 %
Real estate taxes
 
5,573

 
5,593

 
(20
)
 
(0.4
)%
Property operating expenses
 
21,971

 
21,647

 
324

 
1.5
 %
Real Property NOI
 
$
50,170

 
$
46,256

 
$
3,914

 
8.5
 %

(1) 
Excludes the four properties that were disposed in June 2014 (refer to Note 2 to our consolidated financial statements).

 
 
As of June 30,
Other Information (1)
 
2014
 
2013
 
Change
Number of properties
 
169

 
169

 

Developed sites
 
63,602

 
62,842

 
760

Occupied sites (2)
 
53,358

 
51,639

 
1,719

Occupancy % (2) (3)
 
91.3
%
 
90.0
%
 
1.3
%
Weighted average monthly site rent - MH
 
$
452

 
$
438

 
$
14

Weighted average monthly site rent - RV (4)
 
$
416

 
$
407

 
$
9

Weighted average monthly site rent - Total
 
$
448

 
$
435

 
$
13

Sites available for development
 
6,118

 
6,699

 
(581
)

(1) 
Excludes the four properties that were disposed in June 2014 (refer to Note 2 to our consolidated financial statements).
(2)   
Occupied sites and occupancy % include MH and annual RV sites, and exclude transient RV sites, which are included in total developed sites.
(3)  
Occupancy % excludes recently completed but vacant expansion sites.
(4) 
Weighted average rent pertains to annual RV sites and excludes transient RV sites.


The 8.5% growth in NOI is primarily due to increased revenues of $4.2 million partially offset by additional expenses of $0.3 million.

Income from real property revenue consists of MH and RV site rent, and miscellaneous other property revenues.  The 6.2% growth in income from real property is primarily due to increased revenue from our MH and RV portfolio of $4.0 million due to the increased number of occupied home sites and the increase to our weighted average rental rate of 3.0%.  Additionally, other revenues increased by $0.2 million primarily due to increases in late fees and non-sufficient funds charges, month to month fees, and miscellaneous other charges and fee income.


29

SUN COMMUNITIES, INC.


Property operating expenses increased approximately $0.3 million, or 1.5%, compared to 2013. Of that increase, utility expense increased $0.3 million primarily as a result of increased water and sewer, gas, electric and trash removal costs due to the increased number of occupied home sites. Legal, taxes and insurance expenses increased $0.2 million primarily due to increased property and casualty insurance and increased delinquency related legal fees. Other expenses also increased $0.2 million primarily due to increased bad debt expense, software maintenance, license and dues and bank service and credit card processing charges, partially offset by a decrease in resident relations expense. These increases were partially offset by a decrease in payroll and benefits expenses of $0.3 million due to a decrease in health and life insurance expenses and capitalized leasing costs. Supplies and repair expenses also decreased $0.1 million primarily due to decreased lawn service and lawn care expenses and decreased community maintenance expense.

HOME SALES AND RENTALS

We acquire pre-owned and repossessed manufactured homes generally located within our communities from lenders and dealers at substantial discounts.  We lease or sell these value priced homes to current and prospective residents.  We also purchase new homes to lease and sell to current and prospective residents.  

The following table reflects certain financial and other information for our Rental Program as of and for the three months ended June 30, 2014 and 2013 (in thousands, except for statistical information):

 
 
Three Months Ended June 30,
Financial Information
 
2014
 
2013
 
Change
 
% Change
Rental home revenue
 
$
9,733

 
$
7,977

 
$
1,756

 
22.0
 %
Site rent from Rental Program (1)
 
13,514

 
11,466

 
2,048

 
17.9
 %
Rental Program revenue
 
23,247

 
19,443

 
3,804

 
19.6
 %
Expenses
 
 
 
 
 
 
 
 
Commissions
 
621

 
615

 
6

 
1.0
 %
Repairs and refurbishment
 
2,405

 
1,915

 
490

 
25.6
 %
Taxes and insurance
 
1,254

 
1,014

 
240

 
23.7
 %
Marketing and other
 
933

 
941

 
(8
)
 
(0.9
)%
Rental Program operating and maintenance
 
5,213

 
4,485

 
728

 
16.2
 %
Rental Program NOI
 
$
18,034

 
$
14,958

 
$
3,076

 
20.6
 %
 
 
 
 
 
 
 
 
 
Other Information
 
 
 
 
 
 
 
 
Number of occupied rentals, end of period
 
10,226

 
8,978

 
1,248

 
13.9
 %
Investment in occupied rental homes
 
$
384,064

 
$
323,696

 
$
60,368

 
18.6
 %
Number of sold rental homes
 
220

 
214

 
6

 
2.8
 %
Weighted average monthly rental rate
 
$
804

 
$
788

 
$
16

 
2.0
 %

(1)  
The renter’s monthly payment includes the site rent and an amount attributable to the leasing of the home. The site rent is reflected in the Real Property Operations segment. For purposes of management analysis, the site rent is included in the Rental Program revenue to evaluate the incremental revenue gains associated with implementation of the Rental Program, and assess the overall growth and performance of Rental Program and financial impact to our operations.

The 20.6% growth in NOI is primarily a result of the increased number of residents participating in the Rental Program and from increased monthly rental rates as indicated in the table above.

The increase in operating and maintenance expenses of $0.7 million was primarily a result of increased repair and refurbishment expenses of $0.5 million, of which approximately $0.3 million was due to increased refurbishment costs related to occupant turnover and $0.2 million was due to increased repair costs on occupied home rentals. In addition, taxes and insurance increased $0.2 million. Each of these expense categories increased primarily due to the additional number of homes in the Rental Program.



30

SUN COMMUNITIES, INC.


The following table reflects certain financial and statistical information for our Home Sales Program for the three months ended June 30, 2014 and 2013 (in thousands, except for statistical information):
 
 
Three Months Ended June 30,
Financial Information
 
2014
 
2013
 
Change
 
% Change
New home sales
 
$
2,412

 
$
1,250

 
$
1,162

 
93.0
 %
Pre-owned home sales
 
12,401

 
11,949

 
452

 
3.8
 %
Revenue from home sales
 
14,813

 
13,199

 
1,614

 
12.2
 %
New home cost of sales
 
2,041

 
1,106

 
935

 
84.5
 %
Pre-owned home cost of sales
 
9,059

 
8,277

 
782

 
9.4
 %
Cost of home sales
 
11,100

 
9,383

 
1,717

 
18.3
 %
NOI / Gross profit
 
$
3,713

 
$
3,816

 
$
(103
)
 
(2.7
)%
 
 
 
 
 
 
 
 
 
Gross profit – new homes
 
$
371

 
$
144

 
$
227

 
157.6
 %
Gross margin % – new homes
 
15.4
%
 
11.5
%
 
3.9
 %
 


Gross profit – pre-owned homes
 
$
3,342

 
$
3,672

 
$
(330
)
 
(9.0
)%
Gross margin % – pre-owned homes
 
26.9
%
 
30.7
%
 
(3.8
)%
 


 
 
 
 
 
 
 
 
 
Statistical Information
 
 
 
 
 
 
 
 
Home sales volume:
 
 
 
 
 
 
 
 
New home sales
 
27

 
20

 
7

 
35.0
 %
Pre-owned home sales
 
494

 
460

 
34

 
7.4
 %
Total homes sold
 
521

 
480

 
41

 
8.5
 %

Home Sales NOI/Gross profit increased $0.2 million on new home sales and decreased $0.3 million on pre-owned home sales. The decreased profits are primarily due to a decrease in sales prices of pre-owned home sales.


31

SUN COMMUNITIES, INC.


OTHER INCOME STATEMENT ITEMS

The following table summarizes other income and expenses for the three months ended June 30, 2014 and 2013 (amounts in thousands):

 
 
Three Months Ended June 30,
 
 
2014
 
2013
 
Change
 
% Change
Ancillary revenues, net
 
$
1,115

 
$
(27
)
 
$
1,142

 
4,229.6
 %
Interest income
 
$
3,526

 
$
3,182

 
$
344

 
10.8
 %
Brokerage commissions and other revenues
 
$
95

 
$
74

 
$
21

 
28.4
 %
Real property general and administrative
 
$
8,393

 
$
6,369

 
$
2,024

 
31.8
 %
Home sales and rentals general and administrative
 
$
3,120

 
$
2,812

 
$
308

 
11.0
 %
Transaction costs
 
$
1,104

 
$
1,108

 
$
(4
)
 
(0.4
)%
Depreciation and amortization
 
$
30,045

 
$
26,064

 
$
3,981

 
15.3
 %
Interest expense
 
$
18,746

 
$
19,013

 
$
(267
)
 
(1.4
)%
Gain on disposition of properties, net
 
$
885

 
$

 
$
885

 
N/A

Distributions from affiliates
 
$
400

 
$
450

 
$
(50
)
 
(11.1
)%

Ancillary revenues, net increased primarily due to an increase in vacation rental income of $1.0 million.

Interest income increased primarily due to increased collateralized receivables of $0.3 million.

Real property general and administrative expenses increased primarily due to increased salaries, wages and bonus expenses of $1.1 million, increased deferred compensation expense of $0.5 million due to awards of restricted stock, increased legal expense of $0.2 million and increased taxes and insurance expenses of $0.1 million.

Home sales and rentals general and administrative expenses increased salaries, wages, bonus and commissions expenses of $0.4 million. These increases were partially offset by a decrease in leasing costs of $0.1 million.

Depreciation and amortization expenses increased as a result of additional depreciation and amortization of $2.0 million primarily related to our newly acquired properties, $1.7 million related to depreciation on investment property for use in our Rental Program, $0.8 million related to depreciation on homes in our vacation rental program and $0.2 million related to the amortization of in-place leases and promotions, partially offset by a reduction of approximately $0.6 million from the write off of the remaining net book value for assets replaced during the period.

Gain on disposition of properties, net of $0.9 million is a result of the sale of four of our MH properties in June 2014 (see Note 2). We did not dispose of any properties in 2013.






32

SUN COMMUNITIES, INC.


COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

The following table summarizes our consolidated financial results for the six months ended June 30, 2014 and 2013 (in thousands):

 
 
Six Months Ended June 30,
 
 
2014
 
2013
Real Property NOI
 
$
113,132

 
$
101,053

Rental Program NOI
 
35,287

 
28,821

Home Sales NOI/Gross Profit
 
5,988

 
6,856

Site rent from Rental Program (included in Real Property NOI)
 
(26,616
)
 
(22,231
)
NOI/Gross profit
 
127,791

 
114,499

Adjustments to arrive at net income:
 
 
 
 
Other revenues
 
8,895

 
6,859

General and administrative
 
(21,825
)
 
(18,405
)
Transaction costs
 
(1,864
)
 
(2,150
)
Depreciation and amortization
 
(58,934
)
 
(51,326
)
Interest expense
 
(37,139
)
 
(38,686
)
Gain on disposition of properties, net
 
885

 

Provision for state income taxes
 
(138
)
 
(96
)
Distributions from affiliate
 
800

 
850

Net income
 
18,471

 
11,545

Less:  Preferred return to A-1 preferred OP units
 
1,336

 
1,219

Less: Preferred return to A-3 preferred OP units
 
91

 
76

Less:  Amounts attributable to noncontrolling interests
 
1,242

 
443

Net income attributable to Sun Communities, Inc.
 
15,802

 
9,807

Less: Series A Preferred Stock Distributions
 
3,028

 
3,028

Net income attributable to Sun Communities, Inc. common stockholders
 
$
12,774

 
$
6,779



33

SUN COMMUNITIES, INC.


REAL PROPERTY OPERATIONS – TOTAL PORTFOLIO

The following tables reflect certain financial and other information for our Total Portfolio as of and for the six months ended June 30, 2014 and 2013:

 
 
Six Months Ended June 30,
Financial Information (in thousands)
 
2014
 
2013
 
Change
 
% Change
Income from Real Property
 
$
173,602

 
$
154,811

 
$
18,791

 
12.1
%
Property operating expenses:
 
 
 
 
 
 
 
 
Payroll and benefits
 
14,037

 
12,912

 
1,125

 
8.7
%
Legal, taxes & insurance
 
2,513

 
2,153

 
360

 
16.7
%
Utilities
 
20,625

 
17,945

 
2,680

 
14.9
%
Supplies and repair
 
6,092

 
5,195

 
897

 
17.3
%
Other
 
5,115

 
4,009

 
1,106

 
27.6
%
Real estate taxes
 
12,088

 
11,544

 
544

 
4.7
%
Property operating expenses
 
60,470

 
53,758

 
6,712

 
12.5
%
Real Property NOI
 
$
113,132

 
$
101,053

 
$
12,079

 
12.0
%

 
 
As of June 30,
Other Information
 
2014
 
2013
 
Change
Number of properties
 
190

 
185

 
5

Developed sites
 
71,680

 
68,542

 
3,138

Occupied sites (1) (2)
 
57,099

 
54,082

 
3,017

Occupancy % (1)
 
91.0
%
 
89.2
%
 
1.8
%
Weighted average monthly site rent - MH 
 
$
451

 
$
438

 
$
13

Weighted average monthly site rent - Annual RV (3)
 
$
396

 
$
377

 
$
19

Weighted average monthly site rent - Total
 
$
443

 
$
430

 
$
13

Sites available for development
 
6,207

 
6,699

 
(492
)

(1)   
Occupied sites and occupancy % include MH and annual RV sites, and exclude transient RV sites, which are included in total developed sites.
(2)  
Occupied sites include 1,137 sites acquired in 2014 and 1,897 sites acquired in 2013.
(3) 
Weighted average rent pertains to annual RV sites and excludes transient RV sites.

The 12.0% increase in Real Property NOI consists of $4.7 million from newly acquired properties and $7.4 million from same site properties as detailed below.


34

SUN COMMUNITIES, INC.


REAL PROPERTY OPERATIONS – SAME SITE

The following tables reflect certain financial and other information for our Same Site communities as of and for the six months ended June 30, 2014 and 2013:
 
 
Six Months Ended June 30,
Financial Information (in thousands) (1)
 
2014
 
2013
 
Change
 
% Change
Income from Real Property
 
$
149,865

 
$
140,622

 
$
9,243

 
6.6
 %
Property operating expenses:
 
 
 
 
 
 
 
 
Payroll and benefits
 
11,525

 
11,749

 
(224
)
 
(1.9
)%
Legal, taxes & insurance
 
2,302

 
2,057

 
245

 
11.9
 %
Utilities
 
9,341

 
8,423

 
918

 
10.9
 %
Supplies and repair
 
5,365

 
4,914

 
451

 
9.2
 %
Other
 
4,112

 
3,675

 
437

 
11.9
 %
Real estate taxes
 
11,142

 
11,175

 
(33
)
 
(0.3
)%
Property operating expenses
 
43,787

 
41,993

 
1,794

 
4.3
 %
Real Property NOI
 
$
106,078

 
$
98,629

 
$
7,449

 
7.6
 %

(1) 
Excludes the four properties that were disposed in June 2014 (refer to Note 2 to our consolidated financial statements).

 
 
As of June 30,
Other Information (1)
 
2014
 
2013
 
Change
Number of properties
 
169

 
169

 

Developed sites
 
63,602

 
62,842

 
760

Occupied sites (2)
 
53,358

 
51,639

 
1,719

Occupancy % (2) (3)
 
91.3
%
 
90.0
%
 
1.3
%
Weighted average monthly site rent - MH
 
$
452

 
$
438

 
$
14

Weighted average monthly site rent - RV (4)
 
$
416

 
$
407

 
$
9

Weighted average monthly site rent - Total
 
$
448

 
$
435

 
$
13

Sites available for development
 
6,118

 
6,699

 
(581
)

(1) 
Excludes the four properties that were disposed in June 2014 (refer to Note 2 to our consolidated financial statements).
(2)   
Occupied sites and occupancy % include MH and annual RV sites, and exclude transient RV sites, which are included in total developed sites.
(3)  
Occupancy % excludes recently completed but vacant expansion sites.
(4) 
Weighted average rent pertains to annual RV sites and excludes transient RV sites.

The 7.6% growth in NOI is primarily due to increased revenues of $9.2 million partially offset by an increase in expenses of $1.8 million.

Income from real property revenue consists of MH and RV site rent, and miscellaneous other property revenues.  The 6.6% growth in income from real property is primarily due to increased revenue from our MH and RV portfolio of $8.6 million as a result of the increased number of occupied home sites and the increase to our weighted average rental rate of 3.0%. Additionally, other revenues increased by $0.7 million due to a $0.3 million increase in late fees and non-sufficient funds charge income, a $0.1 million increase in month to month fees and a $0.3 million increase in other charges and fees including electric, gas and cable television revenues.

Property operating expenses increased $1.8 million, or 4.3% compared to 2013. Of that increase, utilities expense increased $0.9 million due to increased gas and electric costs primarily resulting from extreme temperatures experienced in certain areas of the country during the first part of 2014 and increased water and sewer costs. Supplies and repair expenses increased $0.5 million also primarily due to weather related maintenance and repair costs including snow removal, tree trimming and removal and community water systems repairs, vehicle maintenance and gasoline, partially offset by a decrease in lawn service and lawn care expenses. Legal, taxes and insurance expenses increased $0.2 million primarily due to increased property and casualty insurance and increased delinquency related legal fees. Bad debt expense increased $0.2 million and miscellaneous expenses such as software maintenance and bank service and credit card processing charges increased $0.3 million. These increases were partially offset by a decrease in payroll and benefits of $0.2 million primarily due to decreases in payroll leasing costs and health and life insurance costs.


35

SUN COMMUNITIES, INC.


HOME SALES AND RENTALS

The following table reflects certain financial and other information for our Rental Program as of and for the six months ended June 30, 2014 and 2013 (in thousands, except for statistical information):

 
 
Six Months Ended June 30,
Financial Information
 
2014
 
2013
 
Change
 
% Change
Rental home revenue
 
$
19,135

 
$
15,338

 
$
3,797

 
24.8
 %
Site rent from Rental Program (1)
 
26,616

 
22,231

 
4,385

 
19.7
 %
Rental Program revenue
 
45,751

 
37,569

 
8,182

 
21.8
 %
Expenses
 
 
 
 
 
 
 
 
Commissions
 
1,222

 
1,254

 
(32
)
 
(2.6
)%
Repairs and refurbishment
 
4,810

 
3,677

 
1,133

 
30.8
 %
Taxes and insurance
 
2,622

 
2,100

 
522

 
24.9
 %
Marketing and other
 
1,810

 
1,717

 
93

 
5.4
 %
Rental Program operating and maintenance
 
10,464

 
8,748

 
1,716

 
19.6
 %
Rental Program NOI
 
$
35,287

 
$
28,821

 
$
6,466

 
22.4
 %
 
 
 
 
 
 
 
 
 
Other Information
 
 
 
 
 
 
 
 
Number of occupied rentals, end of period
 
10,226

 
8,978

 
1,248

 
13.9
 %
Investment in occupied rental homes
 
$
384,064

 
$
323,696

 
$
60,368

 
18.6
 %
Number of sold rental homes
 
354

 
450

 
(96
)
 
(21.3
)%
Weighted average monthly rental rate
 
$
804

 
$
788

 
$
16

 
2.0
 %

(1)  
The renter’s monthly payment includes the site rent and an amount attributable to the leasing of the home. The site rent is reflected in the Real Property Operations segment. For purposes of management analysis, the site rent is included in the Rental Program revenue to evaluate the incremental revenue gains associated with implementation of the Rental Program, and assess the overall growth and performance of the Rental Program and financial impact to our operations.

The 22.4% growth in NOI is primarily a result of the increased number of residents participating in the Rental Program and from increased monthly rental rates as indicated in the table above.

The increase in operating and maintenance expenses of $1.7 million was primarily a result of increased repair and refurbishment expenses of $1.1 million, of which approximately $0.7 million was due to increased refurbishment costs related to occupant turnover and $0.4 million was due to increased repair costs on occupied home rentals. In addition, insurance and personal property and use taxes increased $0.5 million due to the additional number of homes in the Rental Program, bad debt expense increased $0.2 million and gas and electric utilities increased $0.1 million. These increases were partially offset by a decrease in marketing expense of $0.2 million.

36

SUN COMMUNITIES, INC.


The following table reflects certain financial and statistical information for our Home Sales Program for the six months ended June 30, 2014 and 2013 (in thousands, except for statistical information):
 
 
Six Months Ended June 30,
Financial Information
 
2014
 
2013
 
Change
 
% Change
New home sales
 
$
4,575

 
$
2,326

 
$
2,249

 
96.7
 %
Pre-owned home sales
 
20,361

 
23,729

 
(3,368
)
 
(14.2
)%
Revenue from homes sales
 
24,936

 
26,055

 
(1,119
)
 
(4.3
)%
New home cost of sales
 
3,875

 
2,021

 
1,854

 
91.7
 %
Pre-owned home cost of sales
 
15,073

 
17,178

 
(2,105
)
 
(12.3
)%
Cost of home sales
 
18,948

 
19,199

 
(251
)
 
(1.3
)%
NOI / Gross profit
 
$
5,988

 
$
6,856

 
$
(868
)
 
(12.7
)%
 
 
 
 
 
 
 
 
 
Gross profit – new homes
 
$
700

 
$
305

 
$
395

 
129.5
 %
Gross margin % – new homes
 
15.3
%
 
13.1
%
 
2.2
 %
 


Gross profit – pre-owned homes
 
$
5,288

 
$
6,551

 
$
(1,263
)
 
(19.3
)%
Gross margin % – pre-owned homes
 
26.0
%
 
27.6
%
 
(1.6
)%
 


 
 
 
 
 
 
 
 
 
Statistical Information
 
 
 
 
 
 
 
 
Home sales volume:
 
 
 
 
 
 
 
 
New home sales
 
54

 
34

 
20

 
58.8
 %
Pre-owned home sales
 
836

 
912

 
(76
)
 
(8.3
)%
Total homes sold
 
890

 
946

 
(56
)
 
(5.9
)%

Home Sales NOI/Gross profit increased $0.4 million on new home sales and decreased $1.3 million on pre-owned home sales. The decreased profits are due to the decrease in the volume and sales prices of pre-owned home sales.

37

SUN COMMUNITIES, INC.


OTHER INCOME STATEMENT ITEMS

The following table summarizes other income and expenses for the six months ended June 30, 2014 and 2013 (amounts in thousands):

 
 
Six Months Ended June 30,
 
 
2014
 
2013
 
Change
 
% Change
Ancillary revenues, net
 
$
1,633

 
$
444

 
$
1,189

 
267.8
 %
Interest income
 
$
6,880

 
$
6,145

 
$
735

 
12.0
 %
Brokerage commissions and other revenues
 
$
382

 
$
270

 
$
112

 
41.5
 %
Real property general and administrative
 
$
16,206

 
$
13,159

 
$
3,047

 
23.2
 %
Home sales and rentals general and administrative
 
$
5,619

 
$
5,246

 
$
373

 
7.1
 %
Transaction costs
 
$
1,864

 
$
2,150

 
$
(286
)
 
(13.3
)%
Depreciation and amortization
 
$
58,934

 
$
51,326

 
$
7,608

 
14.8
 %
Interest expense
 
$
37,139

 
$
38,686

 
$
(1,547
)
 
(4.0
)%
Gain on disposition of properties, net
 
$
885

 
$

 
$
885

 
N/A

Distributions from affiliates
 
$
800

 
$
850

 
$
(50
)
 
(5.9
)%

Ancillary revenues, net increased primarily due to the increase in vacation rental income of $1.0 million and other miscellaneous income of $0.2 million.

Interest income increased primarily due to increased collateralized receivables of $0.6 million.

Real property general and administrative expenses increased primarily due to increased salaries, wages and bonus expenses of $1.4 million, increased deferred compensation expense of $1.1 million due to awards of restricted stock, increased legal expense of $0.3 million and increased other expenses of $0.4 million primarily related to increased consulting fees and software support and maintenance expense, partially offset by decreased corporate insurance expense of $0.2 million.

Depreciation and amortization expenses increased as a result of additional depreciation and amortization of $4.0 million primarily related to our newly acquired properties, $3.0 million related to depreciation on investment property for use in our Rental Program, $1.3 million related to depreciation on homes in our vacation rental program and $0.6 million related to the amortization of in-place leases and promotions, partially offset by a reduction of approximately $1.2 million from the write off of the remaining net book value for assets replaced during the period.

Interest expense on debt, including interest on mandatorily redeemable debt, decreased primarily due to a decrease of $1.3 million in our mortgage interest paid and a decrease of $1.1 million in amortized financing costs, partially offset by an increase of $0.6 million associated with our secured borrowing arrangements and $0.2 million associated with our line of credit.

Gain on disposition of properties, net of $0.9 million is a result of the sale of four of our MH properties in June 2014 (see Note 2). We did not dispose of any properties in 2013.





38

SUN COMMUNITIES, INC.


FUNDS FROM OPERATIONS

We provide information regarding FFO as a supplemental measure of operating performance.  FFO is defined by NAREIT as net income (loss) (computed in accordance GAAP), excluding gains (or losses) from sales of depreciable operating property, plus real estate-related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Due to the variety among owners of identical assets in similar condition (based on historical cost accounting and useful life estimates), we believe excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment and excluding real estate asset depreciation and amortization, provides a better indicator of our operating performance.  FFO is a useful supplemental measure of our operating performance because it reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from net income (loss).  Management believes that the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Management, the investment community, and banking institutions routinely use FFO, together with other measures, to measure operating performance in our industry. Further, management uses FFO for planning and forecasting future periods.

Because FFO excludes significant economic components of net income (loss) including depreciation and amortization, FFO should be used as an adjunct to net income (loss) and not as an alternative to net income (loss). The principal limitation of FFO is that it does not represent cash flow from operations as defined by GAAP and is a supplemental measure of performance that does not replace net income (loss) as a measure of performance or net cash provided by operating activities as a measure of liquidity. In addition, FFO is not intended as a measure of a REIT’s ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO only provides investors with an additional performance measure. FFO is compiled in accordance with its interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.


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SUN COMMUNITIES, INC.


The following table reconciles net income to FFO data for diluted purposes for the three and six months ended June 30, 2014 and 2013 (in thousands, except per share amounts):
 
Three Months Ended June 30,
 
Six Months Ended 
 June 30,
 
2014
 
2013
 
2014
 
2013
Net income attributable to Sun Communities, Inc. common stockholders
$
4,928

 
$
1,035

 
$
12,774

 
$
6,779

Adjustments:
 
 
 
 
 
 
 
Preferred return to Series A-1 preferred OP units
664

 
646

 
1,336

 
1,219

Preferred return to Series A-3 preferred OP units
46

 
46

 
91

 
76

Amounts attributable to noncontrolling interests
458

 
33

 
1,242

 
443

Depreciation and amortization
30,374

 
26,242

 
59,542

 
51,684

Gain on disposition of properties, net
(885
)
 

 
(885
)
 

Gain on disposition of assets
(2,014
)
 
(2,102
)
 
(3,028
)
 
(3,615
)
Funds from operations ("FFO")
33,571

 
25,900

 
71,072

 
56,586

Adjustments:
 
 
 
 
 
 
 
Transaction costs
1,104

 
1,108

 
1,864

 
2,150

FFO excluding certain items
$
34,675

 
$
27,008

 
$
72,936

 
$
58,736

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
40,331

 
35,479

 
38,413

 
32,954

Add:
 
 
 
 
 
 
 
Common OP units
2,069

 
2,069

 
2,069

 
2,069

Restricted stock
648

 
408

 
647

 
377

Common stock issuable upon conversion of Series A-1 preferred OP units
1,082

 
1,111

 
1,095

 
1,111

Common stock issuable upon conversion of Series A-3 preferred OP units
75

 
75

 
75

 
59

Common stock issuable upon conversion of stock options
14

 
20

 
15

 
17

Weighted average common shares outstanding - fully diluted
44,219

 
39,162

 
42,314

 
36,587

 
 
 
 
 
 
 
 
FFO per share - fully diluted
$
0.76

 
$
0.66

 
$
1.69

 
$
1.56

FFO per share excluding certain items - fully diluted
$
0.78

 
$
0.69

 
$
1.73

 
$
1.62



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SUN COMMUNITIES, INC.


LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity demands have historically been, and are expected to continue to be, distributions to our stockholders and the unitholders of the Operating Partnership, capital improvement of properties, the purchase of new and pre-owned homes, property acquisitions, development and expansion of properties, and debt repayment.

Subject to market conditions, we intend to continue to look for opportunities to expand our development pipeline and acquire existing communities. We also intend to continue to strengthen our capital and liquidity positions by continuing to focus on our core fundamentals, which are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our liquidity requirements through available cash balances, cash flows generated from operations, draws on our secured credit facility, and the use of debt and equity offerings under our automatic shelf registration statement.

During the six months ended June 30, 2014, we acquired six RV communities with approximately 2,500 sites. We also disposed of four MH communities with approximately 1,000 sites. See Note 2 to our financial statements for details on the 2014 acquisitions and dispositions and Note 9 to our financial statements for related debt transactions.  We will continue to evaluate acquisition opportunities that meet our criteria for acquisition. Should additional investment opportunities arise in 2014, we intend to finance the acquisitions through available cash, secured financing, draws on our credit facilities, the assumption of existing debt on the properties and the issuance of certain equity securities.

During the six months ended June 30, 2014, we invested $21.1 million in the acquisition of homes intended for the Rental Program net of proceeds from third party financing from home sales.  Expenditures for 2014 will be dependent upon the condition of the markets for repossessions and new home sales, as well as rental homes. We finance new home purchases with a $12.0 million floor plan facility. Our ability to purchase homes for sale or rent may be limited by cash received from third party financing of our home sales, available floor plan financing and working capital available on our secured lines of credit.

Our cash flow activities are summarized as follows (in thousands):
 
 
Six Months Ended June 30,
 
 
2014
 
2013
Net Cash Provided by Operating Activities
 
$
77,113

 
$
60,440

Net Cash Used in Investing Activities
 
$
(196,769
)
 
$
(220,678
)
Net Cash Provided by Financing Activities
 
$
122,523

 
$
137,218


Operating Activities

Cash and cash equivalents increased by $2.9 million from $4.8 million as of December 31, 2013, to $7.6 million as of June 30, 2014. Net cash provided by operating activities increased by $16.7 million from $60.4 million for the six months ended June 30, 2013 to $77.1 million for the six months ended June 30, 2014.

Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things: (a) the market and economic conditions in our current markets generally, and specifically in metropolitan areas of our current markets; (b) lower occupancy and rental rates of our properties; (c) increased operating costs, such as wage and benefit costs, insurance premiums, real estate taxes and utilities, that cannot be passed on to our tenants; (d) decreased sales of manufactured homes and (e) current volatility in economic conditions and the financial markets.  See “Risk Factors” in Part I, Item 1A of our 2013 Annual Report.

Investing Activities

Net cash used in investing activities was $196.8 million for the six months ended June 30, 2014, compared to $220.7 million for the six months ended June 30, 2013. During 2014, proceeds related to the disposition of properties was $15.3 million. We did not dispose of any properties during 2013. Net cash used in investing activities during 2013 includes an investment in a note receivable, which was extinguished in a net cash settlement during the acquisition of the properties upon which which the note receivable was attributable to. No such investment was made during the six months ended June 30, 2014, which, along with decreased investment in properties, offsets the increased cash used for acquisitions of properties and issuance of notes and other receivables. Also

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SUN COMMUNITIES, INC.


contributing to the decrease in cash used for investing activities are increased proceeds related to the disposition of assets and depreciable homes, net, and the disposition of land and increased repayments of notes and other receivables.

Financing Activities

Net cash provided by financing activities was $122.5 million for the six months ended June 30, 2014, compared to $137.2 million for the six months ended June 30, 2013. The decrease is primarily related to decreased net proceeds received from the issuance of additional shares of common stock, increased net payments on our lines of credit and increased distributions to our stockholders and OP unit holders, partially offset by increased net borrowings on other debt and decreased payments for deferred financing costs.

Financial Flexibility

We have a senior secured revolving credit facility (the "Facility") with a maximum borrowing capacity of $350.0 million, subject to certain borrowing base calculations, and a built in accordion allowing for up to $250.0 million in additional borrowings. As of June 30, 2014 and December 31, 2013, we had approximately $31.9 million and $178.1 million outstanding under the Facility, respectively. Borrowings under the Facility bear interest at a floating rate based on the Eurodollar rate plus a margin that is determined based on our leverage ratio calculated in accordance with the Facility, which can range from 1.65% to 2.90%.  During 2014, the highest balance on the Facility was $247.3 million.  The borrowings under the Facility mature May 15, 2017, which date can be extended for one additional year at our option, subject to the satisfaction of certain conditions as defined in the credit agreement. Although the Facility is a committed facility, the financial failure of one or more of the participating financial institutions may reduce the amount of credit available to us.

Our Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under our line of credit, but it does reduce the borrowing amount available. At June 30, 2014, we had outstanding letters of credit to back standby letters of credit totaling approximately $2.0 million, leaving approximately $316.1 million available under our secured line of credit.

Pursuant to the terms of the Facility, we are subject to various financial and other covenants. We are currently in compliance with these covenants. The most restrictive financial covenants for the Facility are as follows:

Covenant
 
Must Be
 
As of June 30, 2014
Maximum Leverage Ratio
 
<68.5%
 
41.8%
Minimum Fixed Charge Coverage Ratio
 
>1.40
 
2.37
Minimum Tangible Net Worth
 
>$990,159
 
$1,330,969
Maximum Dividend Payout Ratio
 
<95.0%
 
70.5%

Market and Economic Conditions
While the U.S. continues to see moderate signs of recovery including improvements in job growth, motor vehicle sales and the housing market, the improvements are somewhat inconsistent. The Federal Reserve’s tapering of monetary stimulus which began in December 2013, and which has long suppressed long term interest rates, brings the risk of rising interest rates to the forefront which could move investor sentiment away from the real estate sector. The change in monetary policy could also be perceived as the precursor to real economic improvement which could bode well for real estate operations. Continued economic uncertainty, both nationally and internationally, causes increased volatility in investor confidence thereby creating similar volatility in the availability of both debt and equity capital. If such volatility is experienced in future periods, our industry, business and results of operations may be adversely impacted.
We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, and Operating Partnership unit redemptions through the issuance of certain debt or equity securities and/or the collateralization of our properties. At June 30, 2014, we had 73 unencumbered properties with an estimated market value of $606.0 million. Sixty-one of these unencumbered properties support the borrowing base for our $350.0 million secured line of credit.  From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, obtain debt financing, or sell selected assets. Our ability to finance our long-term liquidity requirements in such a manner will be affected by numerous economic factors affecting the manufactured housing community industry at the time, including the availability and cost of mortgage debt, our

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SUN COMMUNITIES, INC.


financial condition, the operating history of the properties, the state of the debt and equity markets, and the general national, regional, and local economic conditions. When it becomes necessary for us to approach the credit markets, the volatility in those markets could make borrowing more difficult to secure, more expensive, or effectively unavailable.  See “Risk Factors” in Part I, Item 1A of our 2013 Annual Report.  If we are unable to obtain additional debt or equity financing on acceptable terms, our business, results of operations and financial condition would be adversely impacted.

As of June 30, 2014, our net debt plus preferred stock to enterprise value approximated 40.8% (assuming conversion of all common OP units, A-1 preferred OP units and A-3 preferred OP units to shares of common stock). Our debt has a weighted average maturity of approximately 7.0 years and a weighted average interest rate of 5.1%.

Capital expenditures for the six months ended June 30, 2014 and 2013 included recurring capital expenditures of $4.0 million and $4.1 million, respectively. We are committed to the continued upkeep of our Properties and therefore do not expect a decline in our recurring capital expenditures during 2014.



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SUN COMMUNITIES, INC.


FORWARD-LOOKING STATEMENTS
 
This Quarterly Report on Form 10-Q contains various “forward-looking statements” within the meaning of the United States Securities Act of 1933, as amended, and the United States Securities Exchange Act of 1934, as amended, and we intend that such forward-looking statements will be subject to the safe harbors created thereby. For this purpose, any statements contained in this filing that relate to expectations, beliefs, projections, future plans and strategies, trends or prospective events or developments and similar expressions concerning matters that are not historical facts are deemed to be forward-looking statements. Words such as “forecasts,” “intends,” “intend,” “intended,” “goal,” “estimate,” “estimates,” “expects,” “expect,” “expected,” “project,” “projected,” “projections,” “plans,” “predicts,” “potential,” “seeks,” “anticipates,” “anticipated,” “should,” “could,” “may,” “will,” “designed to,” “foreseeable future,” “believe,” “believes,” “scheduled,” "guidance" and similar expressions are intended to identify forward-looking statements, although not all forward looking statements contain these words. These forward-looking statements reflect our current views with respect to future events and financial performance, but involve known and unknown risks and uncertainties, both general and specific to the matters discussed in this filing. These risks and uncertainties may cause our actual results to be materially different from any future results expressed or implied by such forward-looking statements. In addition to the risks disclosed under “Risk Factors” contained in our 2013 Annual Report and our other filings with the SEC, such risks and uncertainties include:

changes in general economic conditions, the real estate industry and the markets in which we operate;

difficulties in our ability to evaluate, finance, complete and integrate acquisitions, developments and expansions successfully;

our liquidity and refinancing demands;

our ability to obtain or refinance maturing debt;

our ability to maintain compliance with covenants contained in our debt facilities;

availability of capital;

difficulties in completing acquisitions;

our ability to maintain rental rates and occupancy levels;

our failure to maintain effective internal control over financial reporting and disclosure controls and procedures;

increases in interest rates and operating costs, including insurance premiums and real property taxes;

risks related to natural disasters;

general volatility of the capital markets and the market price of shares of our capital stock;

our failure to maintain our status as a REIT;

changes in real estate and zoning laws and regulations;

legislative or regulatory changes, including changes to laws governing the taxation of REITs;

litigation, judgments or settlements;

competitive market forces; and

the ability of manufactured home buyers to obtain financing and the level of repossessions by manufactured home lenders.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference into this filing, whether as a result of new information, future events, changes in our expectations or otherwise.

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SUN COMMUNITIES, INC.


Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All written and oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by these cautionary statements.
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our principal market risk exposure is interest rate risk. We mitigate this risk by maintaining prudent amounts of leverage, minimizing capital costs and interest expense while continuously evaluating all available debt and equity resources and following established risk management policies and procedures, which include the periodic use of derivatives. Our primary strategy in entering into derivative contracts is to minimize the variability interest rate changes could have on our future cash flows. We generally employ derivative instruments that effectively convert a portion of our variable rate debt to fixed rate debt. We do not enter into derivative instruments for speculative purposes.

We have two interest rate cap agreements with a total notional amount of $162.4 million as of June 30, 2014. The first interest rate cap agreement has a cap rate of 11.27%, a notional amount of $152.4 million and a termination date of April 2015.  The second interest rate cap agreement has a cap rate of 11.02%, a notional amount of $10.0 million and a termination date of October 2016.

Our remaining variable rate debt totals $273.4 million and $181.2 million as of June 30, 2014 and 2013, respectively, and bears interest at Prime or various LIBOR rates. If Prime or LIBOR increased or decreased by 1.0%, we believe our interest expense would have increased or decreased by approximately $1.7 million and $1.2 million as of June 30, 2014 and 2013, respectively, based on the $341.9 million and $235.3 million average balances outstanding under our variable rate debt facilities, respectively.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer, Gary A. Shiffman, and Chief Financial Officer, Karen J. Dearing, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report, pursuant to Rule 13a-15 of the Securities and Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to ensure that information we are required to disclose in our filings with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that information we are required to disclose in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
There have been no changes in our internal control over financial reporting during the quarterly period ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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SUN COMMUNITIES, INC.


PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

See Note 18 included in Part I, Item 1, "Notes to Unaudited Consolidated Financial Statements", within this quarterly report on Form 10-Q.

ITEM 1A.  RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors in Part 1, Item 1A., "Risk Factors", in our 2013 Annual Report, which could materially affect our business, financial condition or future results. There have been no material changes to the disclosure on these matters set forth in the 2013 Annual Report.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

In November 2004, the Board of Directors authorized us to repurchase up to 1,000,000 shares of our common stock.  We have 400,000 common shares remaining in the repurchase program.  No common shares were repurchased under this buyback program during the six months ended June 30, 2014.  There is no expiration date specified for the buyback program.


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SUN COMMUNITIES, INC.


ITEM 6.  EXHIBITS
 
Exhibit No.
Description
Method of Filing
10.1
Third Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated June 19, 2014.
(1)
31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(2)
31.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(2)
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(2)
101
The following Sun Communities, Inc. financial information for the quarter ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Stockholders' Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited).
(2)

(1) Incorporated by reference to Sun Communities, Inc.'s Current Report on Form 8-K dated June 19, 2014.    
(2) Filed herewith.
 



47

SUN COMMUNITIES, INC.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 
 
Dated: July 24, 2014
By:
/s/ Karen J. Dearing
 
 
Karen J. Dearing, Chief Financial Officer and Secretary
(Duly authorized officer and principal financial officer)



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SUN COMMUNITIES, INC.


EXHIBIT INDEX

Exhibit No.
Description
Method of Filing
10.1
Third Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated June 19, 2014.
(1)
31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(2)
31.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(2)
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(2)
101
The following Sun Communities, Inc. financial information for the quarter ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Stockholders' Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited).
(2)

(1) Incorporated by reference to Sun Communities, Inc.'s Current Report on Form 8-K dated June 19, 2014.
(2) Filed herewith.





49