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SUN COMMUNITIES INC - Quarter Report: 2019 June (Form 10-Q)



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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019.
 
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)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
SUI
 
New York Stock Exchange

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   No

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted 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   No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section to Section 13(a) of the Exchange Act.

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

Number of shares of Common Stock, $0.01 par value per share, outstanding as of July 18, 2019:   90,670,873



INDEX

 
 
 
 
Consolidated Financial Statements:
 
 
Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018
 
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)
 
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)
 
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited)
 
Consolidated Statement of Equity (Unaudited)
 
 
 
 
 
 





SUN COMMUNITIES, INC.

PART I

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
 
(Unaudited)
 
 
 
June 30, 2019
 
December 31, 2018
ASSETS
 
 
 
Land
$
1,286,952

 
$
1,201,945

Land improvements and buildings
6,026,193

 
5,586,250

Rental homes and improvements
599,150

 
571,661

Furniture, fixtures and equipment
215,610

 
201,090

Investment property
8,127,905

 
7,560,946

Accumulated depreciation
(1,560,061
)
 
(1,442,630
)
Investment property, net (including 324,931 and 308,171 for consolidated VIEs at June 30, 2019 and December 31, 2018; see Note 8)
6,567,844

 
6,118,316

Cash and cash equivalents
28,704

 
50,311

Marketable securities
53,553

 
49,037

Inventory of manufactured homes
55,869

 
49,199

Notes and other receivables, net
164,303

 
160,077

Collateralized receivables, net
97,658

 
106,924

Other assets, net (including 23,167 and 19,809 for consolidated VIEs at June 30, 2019 and December 31, 2018; see Note 8)
254,153

 
176,162

TOTAL ASSETS
$
7,222,084

 
$
6,710,026

LIABILITIES
 
 
 
Mortgage loans payable (including 43,661 and 44,172 for consolidated VIEs at June 30, 2019 and December 31, 2018; see Note 8)
$
2,863,485

 
$
2,815,957

Secured borrowings on collateralized receivables
98,299

 
107,731

Preferred Equity - Sun NG RV Resorts LLC - mandatorily redeemable (fully attributable to consolidated VIEs; See Note 8)
35,249

 
35,277

Preferred OP units - mandatorily redeemable
34,663

 
37,338

Lines of credit
76,079

 
128,000

Distributions payable
69,719

 
63,249

Advanced reservation deposits and rent
160,527

 
133,698

Other liabilities (including 32,461 and 6,914 for consolidated VIEs at June 30, 2019 and December 31, 2018; see Note 8)
204,167

 
157,862

TOTAL LIABILITIES
3,542,188

 
3,479,112

Commitments and contingencies (see Note 17)
 
 
 
Series A-4 preferred stock, $0.01 par value. Issued and outstanding: 1,052 shares at June 30, 2019 and 1,063 shares at December 31, 2018
31,402

 
31,739

Series A-4 preferred OP units
9,590

 
9,877

Series D preferred OP units
51,462

 

Equity Interests - NG Sun LLC (fully attributable to consolidated VIEs; See Note 8)
22,099

 
21,976

STOCKHOLDERS' EQUITY
 
 
 
Common stock, $0.01 par value. Authorized: 180,000 shares; Issued and outstanding: 90,667 shares at June 30, 2019 and 86,357 shares at December 31, 2018
907

 
864

Additional paid-in capital
4,851,323

 
4,398,949

Accumulated other comprehensive loss
(1,184
)
 
(4,504
)
Distributions in excess of accumulated earnings
(1,343,792
)
 
(1,288,486
)
Total Sun Communities, Inc. stockholders' equity
3,507,254

 
3,106,823

Noncontrolling interests
 
 
 
Common and preferred OP units
50,880

 
53,354

Consolidated variable interest entities
7,209

 
7,145

Total noncontrolling interests
58,089

 
60,499

TOTAL STOCKHOLDERS' EQUITY
3,565,343

 
3,167,322

TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY
$
7,222,084

 
$
6,710,026


See accompanying Notes to Consolidated Financial Statements.

1


SUN COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
REVENUES
 
 
 
 
 
 
 
Income from real property
$
226,099

 
$
198,670

 
$
442,878

 
$
395,881

Revenue from home sales
47,242

 
41,217

 
86,860

 
76,117

Rental home revenue
14,412

 
13,348

 
28,383

 
26,368

Ancillary revenue
17,265

 
12,031

 
25,747

 
18,599

Interest income
4,919

 
5,277

 
9,719

 
10,593

Brokerage commissions and other revenues, net
2,508

 
891

 
6,188

 
1,851

Total revenues
312,445

 
271,434

 
599,775

 
529,409

EXPENSES
 
 
 
 
 
 
 
Property operating and maintenance
65,888

 
58,691

 
123,797

 
110,321

Real estate taxes
15,726

 
14,076

 
31,056

 
27,912

Cost of home sales
34,435

 
30,932

 
63,712

 
57,503

Rental home operating and maintenance
5,091

 
5,315

 
9,879

 
10,542

Ancillary expenses
12,480

 
8,241

 
19,581

 
13,624

Home selling expenses
3,626

 
3,986

 
6,950

 
7,276

General and administrative
23,697

 
21,452

 
45,584

 
41,209

Catastrophic weather related charges, net
179

 
53

 
961

 
(2,160
)
Depreciation and amortization
76,153

 
67,773

 
152,709

 
134,210

Loss on extinguishment of debt
70

 
1,522

 
723

 
1,718

Interest expense
33,661

 
32,260

 
67,675

 
63,398

Interest on mandatorily redeemable preferred OP units / equity
1,181

 
790

 
2,275

 
1,409

Total expenses
272,187

 
245,091

 
524,902

 
466,962

Income Before Other Items
40,258

 
26,343

 
74,873

 
62,447

Remeasurement of marketable securities
3,620

 

 
3,887

 

Other income / (expense), net
1,021

 
(1,828
)
 
2,919

 
(4,445
)
Income / (loss) from nonconsolidated affiliates
393

 
(8
)
 
737

 
(67
)
Current tax expense
(272
)
 
(225
)
 
(486
)
 
(399
)
Deferred tax benefit / (expense)
96

 
(112
)
 
313

 
235

Net Income
45,116


24,170

 
82,243

 
57,771

Less: Preferred return to preferred OP units / equity
(1,718
)
 
(1,103
)
 
(3,041
)
 
(2,183
)
Less: Amounts attributable to noncontrolling interests
(2,585
)
 
(2,227
)
 
(3,626
)
 
(4,321
)
Net income attributable to Sun Communities, Inc.
40,813


20,840


75,576


51,267

Less: Preferred stock distribution
(428
)
 
(432
)
 
(860
)
 
(873
)
Net income attributable to Sun Communities, Inc. common stockholders
$
40,385


$
20,408

 
$
74,716

 
$
50,394

Weighted average common shares outstanding
 
 
 
 
 
 
 
Basic
87,130

 
79,612

 
86,325

 
79,233

Diluted
87,564

 
80,116

 
86,770

 
79,905

Earnings per share (Refer to Note 14):
 

 
 
 
 

 
 
Basic
$
0.46

 
$
0.25

 
$
0.86

 
$
0.63

Diluted
$
0.46

 
$
0.25

 
$
0.86

 
$
0.63


See accompanying Notes to Consolidated Financial Statements.

2


SUN COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Net income
$
45,116

 
$
24,170

 
$
82,243

 
$
57,771

Foreign currency translation loss adjustment
(1,913
)
 
(1,594
)
 
(3,488
)
 
(3,455
)
Total comprehensive income
43,203

 
22,576

 
78,755

 
54,316

Less: Comprehensive income attributable to noncontrolling interests
(2,494
)
 
(2,147
)
 
(3,458
)
 
(4,152
)
Comprehensive income attributable to Sun Communities, Inc.
40,709

 
20,429

 
75,297

 
50,164



See accompanying Notes to Consolidated Financial Statements.



3


SUN COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
OPERATING ACTIVITIES
 
 
 
Net Cash Provided By Operating Activities
$
259,844

 
$
198,682

INVESTING ACTIVITIES
 
 
 
Investment in properties
(262,944
)
 
(157,863
)
Acquisitions of properties, net of cash acquired
(308,165
)
 
(260,426
)
Proceeds from dispositions of assets and depreciated homes, net
28,774

 
18,776

Purchases of notes receivable

 
(213
)
Repayments of notes and other receivables
2,307

 
1,478

Investments in nonconsolidated affiliates
(30,502
)
 
(9,243
)
Net Cash Used For Investing Activities
(570,530
)
 
(407,491
)
FINANCING ACTIVITIES
 
 
 
Issuance of common stock, OP units, and preferred OP units, net
443,420

 
85,969

Redemption of Series B-3 preferred OP units
(2,675
)
 
(4,105
)
Borrowings on lines of credit
2,345,659

 
1,041,876

Payments on lines of credit
(2,397,580
)
 
(546,839
)
Proceeds from issuance of other debt
265,000

 

Payments on other debt
(223,559
)
 
(235,174
)
Prepayment penalty on debt

 
(1,718
)
Proceeds received from return of prepaid deferred financing costs
1,618

 

Distributions to stockholders, OP unit holders, and preferred OP unit holders
(133,989
)
 
(117,054
)
Payments for deferred financing costs
(3,875
)
 
(602
)
Net Cash Provided By Financing Activities
294,019

 
222,353

Effect of exchange rate changes on cash, cash equivalents and restricted cash
443

 
(252
)
Net change in cash, cash equivalents and restricted cash
(16,224
)
 
13,292

Cash, cash equivalents and restricted cash, beginning of period
62,262

 
23,509

Cash, cash equivalents and restricted cash, end of period (see Note 16)
$
46,038

 
$
36,801

 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
SUPPLEMENTAL INFORMATION
 
 
 
Cash paid for interest (net of capitalized interest of $3,283 and $2,205 respectively)
$
66,947

 
$
62,648

Cash paid for interest on mandatorily redeemable debt
$
2,275

 
$
1,399

Cash paid for income taxes
$
703

 
$
680

Noncash investing and financing activities
 
 
 
Reduction in secured borrowing balance
$
9,432

 
$
10,940

Change in distributions declared and outstanding
$
6,401

 
$
4,106

Conversion of common and preferred OP units
$
527

 
$
1,120

Conversion of Series A-4 preferred stock
$
337

 
$
675

Noncash investing and financing activities at the date of acquisition:
 
 
 
Acquisitions - Equity Interests - NG Sun LLC (see Note 8)
$

 
$
21,869

Acquisitions - Preferred Equity - Sun NG RV Resorts LLC (see Note 8)
$

 
$
35,277

Acquisitions - Debt assumed
$

 
$
3,012

Acquisitions - Series D preferred interest
$
51,930

 
$

Acquisitions - Escrow
$
1,395

 
$


See accompanying Notes to Consolidated Financial Statements.

4




CONSOLIDATED STATEMENT OF EQUITY
(In thousands) (Unaudited)
 
Temporary Equity
 
Stockholders’ Equity
 
 
 
 
Common
Stock
Additional Paid-in Capital
Distributions in Excess of Accumulated Earnings
Accumulated Other Comprehensive Income / (Loss)
Non-controlling Interests
Total Stockholders’ Equity
 
Total
Equity
Balance at December 31, 2018
$
63,592

 
$
864

$
4,398,949

$
(1,288,486
)
$
(4,504
)
$
60,499

$
3,167,322

 
$
3,230,914

Issuance of common stock and common OP units, net

 
1

(4,322
)



(4,321
)
 
(4,321
)
Conversion of OP units

 

280



(280
)

 

Accrued Equity Interests - NG Sun LLC
256

 


(65
)

(191
)
(256
)
 

Share-based compensation - amortization and forfeitures

 

3,719

74



3,793

 
3,793

Issuance of Series D OP Units
51,930

 






 
51,930

Foreign currency translation

 



1,498

77

1,575

 
1,575

Net income
178

 


36,086


863

36,949

 
37,127

Distributions
(528
)
 

15

(65,214
)

(2,954
)
(68,153
)
 
(68,681
)
Balance at March 31, 2019
$
115,428

 
$
865

$
4,398,641

$
(1,317,605
)
$
(3,006
)
$
58,014

$
3,136,909

 
$
3,252,337

Issuance of common stock and common OP units, net

 
37

447,704




447,741

 
447,741

Conversion of OP units
(112
)
 
5

242



(135
)
112

 

Conversion of Series A-4 preferred stock
(337
)
 

337




337

 

Accrued Equity Interests - NG Sun LLC
117

 


(308
)

191

(117
)
 

Share-based compensation - amortization and forfeitures

 

4,414

84



4,498

 
4,498

Issuance of Series D OP Units

 






 

Foreign currency translation

 



1,822

91

1,913

 
1,913

Net income
15

 


42,531


2,570

45,101

 
45,116

Distributions
(558
)
 

(15
)
(68,494
)

(2,642
)
(71,151
)
 
(71,709
)
Balance at June 30, 2019
$
114,553

 
$
907

$
4,851,323

$
(1,343,792
)
$
(1,184
)
$
58,089

$
3,565,343

 
$
3,679,896

 
 
 
Stockholders’ Equity
 
 
 
Temporary Equity
 
Common
Stock
Additional Paid-in Capital
Distributions in Excess of Accumulated Earnings
Accumulated Other Comprehensive Income / (Loss)
Non-controlling Interests
Total Stockholders’ Equity
 
Total Equity
Balance at December 31, 2017
$
43,066

 
$
797

$
3,758,533

$
(1,162,001
)
$
1,102

$
65,256

$
2,663,687

 
$
2,706,753

Issuance of common stock and common OP units, net

 
2

(3,298
)



(3,296
)
 
(3,296
)
Conversion of OP units
(60
)
 

342



(283
)
59

 
(1
)
Share-based compensation - amortization and forfeitures

 

3,489

90



3,579

 
3,579

Foreign currency translation

 



(1,772
)
(89
)
(1,861
)
 
(1,861
)
Net income
71

 


31,507


2,023

33,530

 
33,601

Distributions
(171
)
 


(57,159
)

(2,888
)
(60,047
)
 
(60,218
)
Balance at March 31, 2018
$
42,906

 
$
799

$
3,759,066

$
(1,187,563
)
$
(670
)
$
64,019

$
2,635,651

 
$
2,678,557

Issuance of common stock and common OP units, net

 
10

89,255




89,265

 
89,265

Conversion of OP units
(233
)
 

778



(544
)
234

 
1

Conversion of Series A-4 preferred stock
(675
)
 

675




675

 

Share-based compensation - amortization and forfeitures

 

4,283

91



4,374

 
4,374

Foreign currency translation

 



(1,514
)
(80
)
(1,594
)
 
(1,594
)
Acquisition of noncontrolling interests
21,869

 






 
21,869

Net income
48

 


21,943


2,179

24,122

 
24,170

Distributions
(170
)
 


(57,865
)

(2,880
)
(60,745
)
 
(60,915
)
Balance at June 30, 2018
$
63,745

 
$
809

$
3,854,057

$
(1,223,394
)
$
(2,184
)
$
62,694

$
2,691,982

 
$
2,755,727


See accompanying Notes to Consolidated Financial Statements.

5

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



1.      Basis of Presentation

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”) and Sun Home Services, Inc. (“SHS”) are referred to herein as the “Company,” “us,” “we,” and “our.”

We follow accounting standards set by the Financial Accounting Standards Board (“FASB”). FASB sets generally accepted accounting principles (“GAAP”), which we follow to ensure that we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”).

These unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and in accordance with GAAP. Pursuant to the SEC rules and regulations we present interim disclosures and certain information and footnote disclosures as required. Accordingly, the unaudited Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited 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. All intercompany transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period 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 unaudited 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, 2018 as filed with the SEC on February 21, 2019 (the “2018 Annual Report”). These statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our 2018 Annual Report.


6

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



2. Revenue
        
Disaggregation of Revenue

The following tables details our revenue by major source (in thousands):
 
Three Months Ended
 
June 30, 2019
 
June 30, 2018
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
Revenue
 
 
 
 
 
 
 
 
 
 
 
Income from real property
$
226,099

 
$

 
$
226,099

 
$
198,670

 
$

 
$
198,670

Revenue from home sales

 
47,242

 
47,242

 

 
41,217

 
41,217

Rental home revenue

 
14,412

 
14,412

 

 
13,348

 
13,348

Ancillary revenue
17,265

 

 
17,265

 
12,031

 

 
12,031

Interest Income
4,919

 

 
4,919

 
5,277

 

 
5,277

Brokerage commissions and other revenues, net
2,508

 

 
2,508

 
891

 

 
891

Total revenue
$
250,791

 
$
61,654

 
$
312,445

 
$
216,869

 
$
54,565

 
$
271,434


 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
Revenue
 
 
 
 
 
 
 
 
 
 
 
Income from real property
$
442,878

 
$

 
$
442,878

 
$
395,881

 
$

 
$
395,881

Revenue from home sales

 
86,860

 
86,860

 

 
76,117

 
76,117

Rental home revenue

 
28,383

 
28,383

 

 
26,368

 
26,368

Ancillary revenue
25,747

 

 
25,747

 
18,599

 

 
18,599

Interest
9,719

 

 
9,719

 
10,593

 

 
10,593

Brokerage commissions and other revenues, net
6,188

 

 
6,188

 
1,851

 

 
1,851

Total revenue
$
484,532

 
$
115,243

 
$
599,775

 
$
426,924

 
$
102,485

 
$
529,409



Revenue Recognition Policies and Performance Obligations
On January 1, 2018, we adopted FASB Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” and the other related ASUs and amendments to the codification (collectively “ASC 606”). The core principle of ASC 606 is that an entity 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. A five-step transactional analysis is required to determine how and when to recognize revenue. ASC 606 applies to all contracts with customers, except those that are within the scope of other topics in the FASB accounting standards codification.
As a real estate owner and operator, the majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842 “Leases.” For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services. The adoption of ASC 606 did not result in any change to our accounting policies for revenue recognition. Accordingly, retrospective application to prior periods or a cumulative catch-up adjustment was unnecessary.
Income from real property - Residents in our communities lease the site on which their home is located, and either own or lease their home. Resident leases are generally for one-year or month-to-month terms, and are renewable by mutual agreement from us and the resident, or in some cases, as provided by jurisdictional statute. Lease revenues for sites and homes fall under the scope of ASC 842, and are accounted for as operating leases with straight-line recognition. Income from real property includes income from site leases for annual MH residents, site leases for annual recreational vehicle (“RV”) residents and site rentals to transient RV residents. Non-lease components of our site lease contracts, which are primarily provision of utility services, are accounted for with the site lease as a single lease under ASC 842. Additionally, we include collections of real estate taxes from residents within Income from real property.

7

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



Revenue from home sales - Our taxable REIT subsidiary, SHS, sells manufactured homes (“MH”) to current and prospective residents in our communities. Prior to adoption of ASC 606, we recognized revenue for home sales pursuant to ASC 605 “Revenue Recognition,” as manufactured homes are tangible personal property that can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate, and were therefore not considered to be subject to the guidance in ASC 360-20 “Real Estate Sales” by the Company. In accordance with the core principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we have no remaining performance obligation.

Rental home revenue - is comprised of rental agreements whereby we lease homes to residents in our communities. We account for these revenues under ASC 842.
Ancillary revenue - is primarily composed of proceeds from restaurant, golf, merchandise and other activities at our RV communities and is included in the scope of ASC 606. Revenues are recognized at point of sale when control of the good or service transfers to the customer and our performance obligation is satisfied. In addition, leasing of short-term vacation home rentals is included within ancillary revenue and falls within the scope of ASC 842. Sales and other taxes that we collect concurrent with revenue-producing activities are excluded from the transaction price.
Interest income - is earned primarily on our notes and collateralized receivables, which includes installment loans for manufactured homes purchased by the Company from loan originators and transferred loans that previously did not meet the requirements for sale accounting. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Interest income is not in the scope of ASC 606. Refer to Note 4, “Collateralized Receivables and Transfers of Financial Assets” and Note 5, “Notes and Other Receivables, net” for additional information.
Broker commissions and other revenues, net - is primarily comprised of brokerage commissions for sales of manufactured homes, where we act as agent and arrange for a third party to transfer a manufactured home to a customer within one of our communities. Brokerage commission revenues are recognized on a net basis at closing, when the transaction is completed and our performance obligations have been fulfilled. Loan loss reserve expenses for our collateralized receivables and notes receivables are also included herein. Refer to Note 4, “Collateralized Receivables and Transfers of Financial Assets” and Note 5, “Notes and Other Receivables, net” for additional information regarding our loan loss reserves.

Contract Balances

As of June 30, 2019 and December 31, 2018, we had $17.6 million and $16.1 million, respectively, of receivables from contracts with customers. Receivables from contracts with customers are presented as a component of Notes and other receivables on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes. Due to the nature of our revenue from contracts with customers, we do not have material contract assets or liabilities that fall under the scope of ASC 606.

3.      Real Estate Acquisitions

2019 Acquisitions

In 2019 we acquired the following communities:
Community Name
 
Type
 
Sites
 
Development Sites
 
State
 
Month Acquired
River Plantation
 
RV
 
309

 

 
TN
 
May
Massey’s Landing RV
 
RV
 
291

 

 
DE
 
February
Shelby Properties(1)
 
MH
 
1,308

 

 
MI
 
February
Buena Vista
 
MH
 
400

 

 
AZ
 
February
Country Village Estates (2)
 
MH
 
518

 

 
OR
 
January
Hid’n Pines RV
 
RV
 
321

 

 
ME
 
January
Hacienda del Rio
 
MH (Age-Restricted)
 
730

 
70

 
FL
 
January
 
 
Total
 
3,877

 
70

 
 
 
 
(1) Contains two MH communities.
(2) In conjunction with the acquisition, we issued Series D Preferred Operating Partnership (“OP”) Units. As of June 30, 2019, 488,958 Series D Preferred OP Units were outstanding.


8

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed in the six months ended June 30, 2019 (in thousands):
At Acquisition Date (1)
 
River Plantation
 
Massey's Landing
 
Shelby Properties
 
Buena Vista
 
Country Village
 
Hid'n Pines
 
Hacienda del Rio
 
Total
Investment in property
 
$
22,589

 
$
19,780

 
$
85,969

 
$
20,221

 
$
62,784

 
$
10,680

 
$
111,971

 
$
333,994

Inventory of manufactured homes
 
75

 

 
2,011

 
439

 

 

 
15

 
2,540

In-place leases and other intangible assets
 

 
220

 
6,520

 
1,590

 
2,020

 
70

 
3,280

 
13,700

Other assets (liabilities), net
 

 
(446
)
 
(1,015
)
 
(93
)
 
31

 
(233
)
 
(237
)
 
(1,993
)
Total identifiable assets acquired net of liabilities assumed
 
$
22,664

 
$
19,554

 
$
93,485

 
$
22,157

 
$
64,835

 
$
10,517

 
$
115,029

 
$
348,241

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consideration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and escrow
 
$
22,664

 
$
19,554

 
$
93,485

 
$
22,157

 
$
12,905

 
$
10,517

 
$
115,029

 
$
296,311

Series D Preferred OP units
 

 

 

 

 
51,930

 

 

 
51,930

Total consideration
 
$
22,664

 
$
19,554

 
$
93,485

 
$
22,157

 
$
64,835

 
$
10,517

 
$
115,029

 
$
348,241

(1) The purchase price allocations are preliminary and may be adjusted as final valuations are determined.

As of June 30, 2019, the Company has incurred $7.1 million of additional capitalized transaction costs which have been allocated among the various categories above.

During the quarter ended June 30, 2019, the Company opened 281 sites at a ground-up development, Carolina Pines RV Resort (“Carolina Pines”) in Conway, South Carolina.

In April 2019, the Company acquired Strafford/Lake Winnipesaukee South KOA RV Resort ("Strafford") in Strafford, New Hampshire for total consideration of $2.7 million.

In March 2019, the Company entered into a four year Temporary Occupancy and Use Permit with the Port of San Diego to operate an RV resort located in Chula Vista, CA until such time as a new RV resort is constructed in the area. Concurrent with the transaction, we purchased tangible personal property from the prior owner of the RV resort for $0.3 million.

Refer to Note 19, “Subsequent Events,” for information regarding real estate acquisition activity after June 30, 2019.

The total amount of revenues and net income included in the Consolidated Statements of Operations for the three and six months ended June 30, 2019 related to the acquisitions completed in 2019 are set forth in the following table (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2019
Total revenues
 
$
9,163

 
$
12,927

Net income
 
$
3,556

 
$
4,873



The following unaudited pro forma financial information presents the results of our operations for the three and six months ended June 30, 2019 and 2018, as if the properties acquired in 2019 had been acquired on January 1, 2018. 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.

9

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)




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 acquisition been consummated on January 1, 2018 (in thousands, except per-share data):
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Total revenues
 
$
312,928

 
$
278,823

 
$
602,181

 
$
542,529

Net income attributable to Sun Communities, Inc. common stockholders
 
$
41,377

 
$
23,444

 
$
75,406

 
$
54,312

Net income per share attributable to Sun Communities, Inc. common stockholders - basic
 
$
0.47

 
$
0.29

 
$
0.87

 
$
0.69

Net income per share attributable to Sun Communities, Inc. common stockholders - diluted
 
$
0.47

 
$
0.29

 
$
0.87

 
$
0.68



2018 Acquisitions

In 2018 we acquired the following communities:
Community Name
 
Type
 
Sites
 
Development Sites
 
State
 
Month Acquired
Leaf Verde RV Resort
 
RV
 
376

 

 
AZ
 
October
Archview
 
RV
 
114

 
50

 
UT
 
August
Petoskey KOA
 
RV
 
210

 

 
MI
 
August
The Sands RV and Golf Resort
 
RV (Age Restricted)
 
507

 

 
CA
 
July
Sun NG RV Resorts LLC (1)(2)
 
RV
 
2,700

 
940

 
Various
 
June
Silver Creek
 
RV
 
264

 
176

 
MI
 
June
Highway West (1)
 
RV
 
536

 

 
UT & OR
 
June
Compass RV
 
RV
 
175

 

 
FL
 
May
 
 
Total
 
4,882

 
1,166

 
 
 
 

(1) Highway West and Sun NG RV Resorts LLC are comprised of 4 RV and 10 RV resorts, respectively.
(2) Refer to Note 8, “Consolidated Variable Interest Entities,” Note 9, “Debt and Lines of Credit,” and Note 10, “Equity and Temporary Equity” in our accompanying Consolidated Financial Statements for additional information.


The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed in 2018 (in thousands):
At Acquisition Date
 
Leaf Verde
 
Archview
 
Petoskey KOA
 
Sands
 
Sun NG Resorts
 
Silver Creek
 
Highway West
 
Compass
 
Total
Investment in property
 
$
11,587

 
$
14,550

 
$
8,730

 
$
13,790

 
$
240,649

 
$
7,250

 
$
36,500

 
$
13,930

 
$
346,986

In-place leases and other intangible assets
 
60

 

 
270

 
460

 
16,339

 

 

 
70

 
17,199

Debt assumed
 

 

 

 

 
(3,120
)
 

 

 

 
(3,120
)
Other liabilities, net
 

 

 

 

 
(11,990
)
 

 

 

 
(11,990
)
Total identifiable assets acquired net of liabilities assumed
 
$
11,647

 
$
14,550

 
$
9,000

 
$
14,250

 
$
241,878


$
7,250


$
36,500


$
14,000

 
$
349,075

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consideration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash
 
$
11,647

 
$
14,550

 
$
9,000

 
$
14,250

 
$
184,625

 
$
7,250

 
$
36,500

 
$
14,000

 
$
291,822

Preferred Equity - Sun NG Resorts
 

 

 

 

 
35,277

 

 

 

 
35,277

Equity Interests - NG Sun LLC
 

 

 

 

 
21,976

 

 

 

 
21,976

Total consideration
 
$
11,647

 
$
14,550

 
$
9,000

 
$
14,250

 
$
241,878

 
$
7,250

 
$
36,500

 
$
14,000

 
$
349,075



10

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)




In 2018, we acquired the following land for expansion / development:
Name
 
Location
 
Type
 
Expansion / Development Sites
 
Cost (millions)
 
Month Acquired
Ocean West
 
McKinleyville, CA
 
MH
 
26

 
$
0.2

 
December
Water Oak Country Club Estates
 
Lady Lake, FL
 
MH
 
296

 
1.9

 
November
Oak Crest
 
Austin, TX
 
MH
 
220

 
4.2

 
October
Pecan Park
 
Jacksonville, FL
 
RV
 
158

 
1.3

 
September
Smith Creek Crossing
 
Granby, CO
 
MH
 
310

 
0.9

 
September
Apple Carr
 
Egelston, MI
 
MH
 
121

 
0.2

 
May
River Run Ranch
 
Granby, CO
 
MH / RV
 
1,144

 
5.3

 
May
 
 
 
 
Total
 
2,275

 
$
14.0

 
 


4.      Collateralized Receivables and Transfers of Financial Assets

We previously 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 receivable. 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 Consolidated Balance Sheets and refer to them as collateralized receivables. The cash proceeds from the transfer have been recognized as secured borrowings on collateralized receivables within the Consolidated Balance Sheets. The collateralized receivables earn interest income, and the secured borrowings accrue interest expense at the same interest rates.

In the event of a 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 receivable 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 receivable. The percentage used to determine the repurchase price of the outstanding principal balance on the installment note receivable is based on the number of payments made on the note. In general, the repurchase price is determined as follows:
Number of Payments
Repurchase Percentage
Fewer than or equal to 15
100
%
Greater than 15 but fewer than 64
90
%
Equal to or greater than 64 but fewer than 120
65
%
120 or more
50
%


The balance of the collateralized receivables was $97.7 million (net of allowance of $0.6 million) and $106.9 million (net of allowance of $0.8 million) as of June 30, 2019 and December 31, 2018, respectively. The receivables have a weighted average interest rate and maturity of 9.9 percent and 13.7 years as of June 30, 2019, and 9.9 percent and 14.1 years as of December 31, 2018.

The outstanding balance on the secured borrowing was $98.3 million and $107.7 million as of June 30, 2019 and December 31, 2018, respectively.

The amount of interest income and expense recognized was $2.4 million and $2.9 million for the three months ended June 30, 2019 and 2018, respectively, and $4.8 million and $5.7 million for the six months ended June 30, 2019 and 2018, respectively.


11

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



The balances of the collateralized receivables and secured borrowings 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, 2019
Beginning balance
$
107,731

Principal payments and payoffs from our customers
(6,063
)
Principal reduction from repurchased homes
(3,369
)
Total activity
(9,432
)
Ending balance
$
98,299



The following table sets forth the allowance for the collateralized receivables as of June 30, 2019 (in thousands):
 
Six Months Ended
 
June 30, 2019
Beginning balance
$
(807
)
Lower of cost or market write-downs
85

Decrease to reserve balance
81

Total activity
166

Ending balance
$
(641
)


5.      Notes and Other Receivables

The following table sets forth certain information regarding notes and other receivables (in thousands):
 
June 30, 2019
 
December 31, 2018
Installment notes receivable on manufactured homes, net
$
104,559

 
$
112,798

Other receivables, net
59,744

 
47,279

Total notes and other receivables, net
$
164,303

 
$
160,077



Installment Notes Receivable on Manufactured Homes

Our investment in installment notes of $104.6 million (net of allowance of $0.7 million) and $112.8 million (net of allowance of $0.7 million) as of June 30, 2019 and December 31, 2018, respectively, are collateralized by manufactured homes. The notes represent financing 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 (net of servicing costs) and maturity of 8.0 percent and 16.2 years as of June 30, 2019, and 8.0 percent and 16.6 years as of December 31, 2018, respectively.

The change in the aggregate gross principal balance of the installment notes receivable is as follows (in thousands):
 
Six Months Ended
 
June 30, 2019
Beginning balance
$
113,495

Investment in installment notes
163

Principal payments and payoffs from customers
(4,093
)
Principal reduction from repossessed homes
(4,326
)
Total activity
(8,256
)
Ending balance
$
105,239




12

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



Allowance for Losses for Installment Notes Receivable

The following table sets forth the allowance change for the installment notes receivable as follows (in thousands):
 
Six Months Ended
 
June 30, 2019
Beginning balance
$
(697
)
Lower of cost or market write-downs
101

Increase to reserve balance
(84
)
Total activity
17

Ending balance
$
(680
)


Other Receivables

As of June 30, 2019, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $8.2 million (net of allowance of $1.5 million); home sale proceeds of $17.6 million; insurance receivables of $12.0 million and other receivables of $21.9 million. As of December 31, 2018, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $7.1 million (net of allowance of $1.5 million); home sale proceeds of $16.1 million; and insurance and other receivables of $24.1 million.

6.
Intangible Assets

Our intangible assets include in-place leases, franchise agreements and other intangible assets. These intangible assets are recorded in Other assets, net on the Consolidated Balance Sheets. In accordance with ASC 842, below market leases are now classified as a right of use asset.

The gross carrying amounts, and accumulated amortization are as follows (in thousands):
 
 
 
 
June 30, 2019
 
December 31, 2018
Intangible asset
 
Useful Life
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
In-place leases
 
7 years
 
$
118,022

 
$
(66,540
)
 
$
103,547

 
$
(59,068
)
Franchise agreements and other intangible assets
 
7-20 years
 
16,944

 
(2,351
)
 
16,641

 
(1,942
)
Total
 
 
 
$
134,966

 
$
(68,891
)
 
$
120,188

 
$
(61,010
)


Total amortization expenses related to the intangible assets are as follows (in thousands):
 
 
Three Months Ended
 
Six Months Ended
Intangible asset amortization expense
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
In-place leases
 
$
3,800

 
$
3,345

 
$
7,472

 
$
6,690

Franchise agreements and other intangible assets
 
205

 
19

 
409

 
38

Total
 
$
4,005

 
$
3,364

 
$
7,881

 
$
6,728



We anticipate amortization expense for our intangible assets to be as follows for the next five years (in thousands)
 
Year
 
Remainder of 2019
 
2020
 
2021
 
2022
 
2023
Estimated expense
$
7,830

 
$
14,144

 
$
13,752

 
$
9,151

 
$
5,776




13

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



7.      Investment in Affiliates

Investments in joint ventures that are not consolidated, nor recorded at cost, are accounted for using the equity method of accounting as prescribed in FASB ASC Topic 323, “Investments - Equity Method and Joint Ventures.” Investments in nonconsolidated affiliates are recorded within Other assets, net on the Consolidated Balance Sheets. Equity income and loss are recorded in the Income / (loss) from nonconsolidated affiliates on the Consolidated Statement of Operations.

RezPlot Systems LLC (“Rezplot”)
At June 30, 2019, the Company had a 50 percent ownership interest in RezPlot, a software technology company, acquired in January 2019.

Sungenia JV
At June 30, 2019 and December 31, 2018, the Company had a 50 percent interest in Sungenia JV, a joint venture (“JV”) formed between the Company and Ingenia Communities Group in November 2018, to establish and grow a manufactured housing community development program in Australia.

GTSC LLC (“GTSC”)
At June 30, 2019 and December 31, 2018, the Company had a 40 percent ownership interest in GTSC, which engages in acquiring, holding and selling loans secured, directly or indirectly, by manufactured homes located in communities of Sun Communities.

Origen Financial Services, LLC (“OFS LLC”)
At June 30, 2019 and December 31, 2018, the Company had a 22.9 percent ownership interest in OFS LLC, an end-to-end online resident screening and document management suite.

The investment balance in each nonconsolidated affiliate is as follows (in millions):

 
 
June 30, 2019
 
December 31, 2018
Investment in RezPlot
 
$
5.1

 
$

Investment in Sungenia JV
 
10.3

 
0.7

Investment in GTSC
 
48.1

 
29.8

Investment in OFS LLC
 
0.2

 
0.1

Total
 
$
63.7

 
$
30.6


The Equity Income / (loss) from each nonconsolidated affiliate is as follows (in thousands):

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
RezPlot equity loss
 
$
(260
)
 
$

 
$
(449
)
 
$

Sungenia JV equity loss
 
(18
)
 

 
(58
)
 

GTSC equity income / (loss)
 
604

 
(8
)
 
1,135

 
(67
)
OFS LLC equity income
 
67

 

 
109

 

Total equity income / (loss)
 
$
393

 
$
(8
)
 
$
737

 
$
(67
)


8.      Consolidated Variable Interest Entities

The Operating Partnership
We consolidate the Operating Partnership under the guidance set forth in FASB ASC Topic 810 “Consolidation.” ASU 2015-02 modified the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. We evaluated the application of ASU 2015-02 and concluded that the Operating Partnership now meets the criteria of a VIE. Our significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. We are the sole general partner and generally have the power to manage and have complete control over the Operating Partnership and the obligation to absorb its losses or the right to receive its benefits.


14

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



Sun NG RV Resorts LLC (“Sun NG Resorts”)
We consolidate Sun NG Resorts under the guidance set forth in FASB ASC Topic 810 “Consolidation.” We concluded that Sun NG Resorts is a VIE where we are the primary beneficiary, as we have the power to direct the significant activities, absorb the significant losses and receive the significant benefits from the entity. Refer to Note 3, “Real Estate Acquisitions,” Note 9, “Debt and Lines of Credit,” and Note 10, “Equity and Temporary Equity” for additional information.

Rudgate Village SPE, LLC; Rudgate Clinton SPE, LLC; and Rudgate Clinton Estates SPE, LLC (collectively, “Rudgate”)
We consolidate Rudgate under the guidance set forth in FASB ASC Topic 810 “Consolidation.” We evaluated our arrangement with this property and concluded that Rudgate qualified as a VIE where we are the primary beneficiary, as we have power to direct the significant activities, absorb the significant losses and receive the significant benefits from the entity.
The following table summarizes the assets and liabilities included in our Consolidated Balance Sheets after eliminations (in thousands):
 
June 30, 2019
 
December 31, 2018
Assets
 
 
 
Investment property, net
$
324,931

 
$
308,171

Other assets, net
23,167

 
19,809

   Total Assets
$
348,098

 
$
327,980

 
 
 
 
Liabilities and Other Equity
 
 
 
Debt
$
43,661

 
$
44,172

Preferred Equity - Sun NG Resorts - mandatorily redeemable
35,249

 
35,277

Other liabilities
32,461

 
6,914

   Total Liabilities
111,371

 
86,363

Equity Interests - NG Sun LLC
22,099

 
21,976

Noncontrolling interests
7,209

 
7,145

   Total Liabilities and Other Equity
$
140,679

 
$
115,484



Investment property, net and other assets, net related to the consolidated VIEs comprised approximately 4.8 percent and 4.9 percent of our consolidated total assets at June 30, 2019 and December 31, 2018, respectively. Debt, Preferred Equity and other liabilities comprised approximately 3.1 percent and 2.6 percent of our consolidated total liabilities at June 30, 2019 and December 31, 2018, respectively. Equity Interests and Noncontrolling interests related to the consolidated VIEs, on an absolute basis, comprised less than 1.0 percent of our consolidated total equity at June 30, 2019 and at December 31, 2018, respectively.

9.      Debt and Lines of Credit

The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in thousands):
 
Carrying Amount
 
Weighted Average
Years to Maturity
 
Weighted Average
Interest Rates
 
June 30, 2019
 
December 31, 2018
 
June 30, 2019
 
December 31, 2018
 
June 30, 2019
 
December 31, 2018
Collateralized term loans - Life Companies
$
1,323,482

 
$
1,259,158

 
16.4
 
14.4
 
4.0
%
 
3.9
%
Collateralized term loans - FNMA
760,315

 
770,417

 
4.7
 
5.1
 
4.4
%
 
4.4
%
Collateralized term loans - CMBS
401,977

 
405,702

 
3.6
 
4.1
 
5.1
%
 
5.1
%
Collateralized term loans - FMCC
377,711

 
380,680

 
5.4
 
5.9
 
3.9
%
 
3.9
%
Secured borrowings
98,299

 
107,731

 
14.0
 
14.4
 
9.9
%
 
9.9
%
Lines of credit
76,079

 
128,000

 
3.7
 
2.3
 
3.3
%
 
3.8
%
Preferred Equity - Sun NG Resorts - mandatorily redeemable
35,249

 
35,277

 
3.3
 
3.8
 
6.0
%
 
6.0
%
Preferred OP units - mandatorily redeemable
34,663

 
37,338

 
4.5
 
4.7
 
6.5
%
 
6.6
%
Total debt
$
3,107,775

 
$
3,124,303

 
9.9
 
9.0
 
4.4
%
 
4.5
%


15

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)




Collateralized Term Loans

During the three months ended March 31, 2019, we completed a $265.0 million 25-year term loan transaction which carries an interest rate of 4.17 percent. Concurrently, we repaid a $186.8 million term loan with an interest rate of 3.83 percent which was due to mature in January 2030. We recognized a loss on extinguishment of debt of $0.7 million as a result of the repayment transaction in our Consolidated Statement of Operations.

During the three months ended December 31, 2018, we repaid a term loan of $10.2 million with an interest rate of 5.66 percent. The loan was due to mature on February 28, 2019. Concurrently, we entered into a $21.7 million collateralized term loan with a 4.10 percent fixed interest rate and 20-year term.

During the three months ended September 30, 2018, we entered into a $228.0 million collateralized term loan with a 4.10 percent fixed rate and a 20-year term. During the three months ended September 30, 2018, we repaid one collateralized term loan of $30.5 million with an interest rate of 6.34 percent, releasing one encumbered community, which was due to mature March 1, 2019. We recognized a loss on extinguishment of debt of $0.9 million as a result of the repayment transaction.

During the three months ended June 30, 2018 we repaid three collateralized term loans totaling $177.7 million with a weighted average interest rate of 4.53 percent, releasing 11 encumbered communities. One loan was due to mature on August 1, 2018 and two loans were due to mature on May 1, 2023. We recognized a loss on extinguishment of debt of $1.5 million as a result of the repayment transaction.

During the three months ended March 31, 2018, we repaid four collateralized term loans totaling $24.4 million with a weighted average interest rate of 6.36 percent, releasing three encumbered communities. The loans were due to mature on March 1, 2019. We recognized a loss on extinguishment of debt of $0.2 million as a result of the repayment transactions.

The collateralized term loans totaling $2.9 billion as of June 30, 2019, are secured by 185 properties comprised of 72,958 sites representing approximately $3.2 billion of net book value.

Secured Borrowing

See Note 4, “Collateralized Receivables and Transfers of Financial Assets,” for information regarding our collateralized receivables and secured borrowing transactions.

Preferred OP Units - mandatorily redeemable

Preferred OP units at June 30, 2019 and December 31, 2018 include $34.7 million of Aspen preferred OP units issued by the Operating Partnership. As of June 30, 2019, these units are convertible indirectly into 420,689 shares of our common stock. Subject to certain limitations, at any time prior to January 1, 2024, the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred OP unit into: (a) if the market price of our common stock is $68.00 per share or less, 0.397 common OP units; or (b) if the market price of our common stock is greater than $68.00 per share, the number of common OP units is determined by dividing (i) the sum of (A) $27.00 plus (B) 25 percent of the amount by which the market price of our common stock exceeds $68.00 per share, by (ii) the per share market price of our common stock. The current preferred distribution rate is 6.5 percent. On January 2, 2024, we are required to redeem all Aspen preferred OP units that have not been converted to common OP units.

Preferred OP units also include $2.7 million of Series B-3 preferred OP units at December 31, 2018, which are not convertible. In January 2019, we redeemed all remaining 26,750 Series B-3 preferred OP units. The weighted average redemption price per unit, which included accrued and unpaid distributions, of $100.153424. In the aggregate, we paid $2.7 million to redeem these units.

Preferred Equity - Sun NG Resorts - mandatorily redeemable

In June 2018, in connection with the investment in Sun NG Resorts, $35.3 million of mandatorily redeemable Preferred Equity (“Preferred Equity - Sun NG Resorts”) was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of 6.0 percent per annum. The Preferred Equity - Sun NG Resorts has a seven year term and can be redeemed in the fourth quarter of 2022 at the holders’ option. The Preferred Equity - Sun NG Resorts as of June 30, 2019 was $35.2 million. Refer to Note 3, “Real Estate Acquisitions,” Note 8, “Consolidated Variable Interest Entities,” and Note 10, “Equity and Temporary Equity” for additional information.

16

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)




Lines of Credit

In May 2019, we amended and restated our credit agreement (the “A&R Credit Agreement”) with Citibank, N.A. (“Citibank”) and certain other lenders. Pursuant to the A&R Credit Agreement, we entered into a senior credit facility with Citibank and certain other lenders in the amount of $750.0 million, comprised of a $650.0 million revolving loan, with the ability to use up to $100.0 million for advances in Australian dollars, and a $100.0 million term loan (the “A&R Facility”). The Company has until November 18, 2019 to draw on the term loan. As of June 30, 2019, the Company has not drawn any funds on the term loan. The A&R Credit Agreement has a four-year term ending May 21, 2023, which can be extended for two additional six-month periods, subject to the satisfaction of certain conditions as defined in the credit agreement. The A&R Credit Agreement also provides for, subject to the satisfaction of certain conditions, additional commitments in an amount not to exceed $350.0 million. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $1.1 billion.

The A&R Facility bears interest at a floating rate based on the Eurodollar rate or Bank Bill Swap Bid Rate (“BBSY Bid rate”) plus a margin that is determined based on our leverage ratio calculated in accordance with the A&R Credit Agreement, which margin can range from 1.20 percent to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of June 30, 2019, the margin based on our leverage ratio was 1.20 percent on the revolving loan and 1.20 percent on the term loan. We had $71.0 million and zero of borrowings on the revolving loan and the term loans, respectively, as of June 30, 2019.

The A&R 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 does reduce the borrowing amount available. At June 30, 2019 and December 31, 2018, approximately $5.5 million and $3.9 million of availability was used to back standby letters of credit.

We have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us at least 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 percent. At June 30, 2019, the effective interest rate was 7.0 percent. The outstanding balance was $5.1 million as of June 30, 2019 and zero as of December 31, 2018.

Covenants

Pursuant to the terms of the A&R Facility, we are subject to various financial and other 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, 2019, we were in compliance with all covenants.

In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries’ assets and credit are not available to satisfy the debts and other obligations of the Company, any of its other subsidiaries or any other person or entity.

10.      Equity and Temporary Equity

Public Equity Offerings

In May 2019, we closed an underwritten registered public offering of 3,737,500 shares of common stock. Proceeds from the offering were $452.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.

At the Market Offering Sales Agreement

In July 2017, we entered into a new at the market offering sales agreement (the “Sales Agreement”) with certain sales agents (collectively, the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of up to $450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold from time to time under the Sales Agreement. Through June 30, 2019, we have sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement. There were no issuances of common stock under the Sales Agreement during 2019.

17

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



Issuance of Series D Preferred OP Units - Temporary Equity

In February 2019, we issued 488,958 Series D Preferred OP Units in connection with the acquisition of Country Village Estates. The Series D preferred OP units have a stated issuance price of $100.00 per OP Unit and carry a preferred return of 3.75 percent until the second anniversary of the issuance date. Commencing with the second anniversary of the issuance date, the Series D Preferred OP Units carry a preferred return of 4.0 percent. Commencing with the first anniversary of the issuance date, each Series D Preferred OP Unit can be exchanged for 0.8 shares of SUI stock at the holder’s option. The holders may require redemption in cash after the fifth anniversary of the Series D issuance date or upon the holder’s death. Refer to Note 3, “Real Estate Acquisitions” for additional information.

Equity Interests - NG Sun LLC - Temporary Equity

In June 2018, in connection with the investment in Sun NG Resorts, unrelated third parties purchased $6.5 million of Series B preferred equity interests and $15.4 million of common equity interest in Sun NG Resorts (herein jointly referred to as “Equity Interest - NG Sun LLC”). The Series B preferred equity interests carry a preferred return at a rate that, at any time, is equal to the interest rate on Sun NG Resorts’ indebtedness at such time. The current rate of return is 5.5 percent. The Equity Interests - NG Sun LLC do not have a fixed maturity date and can be redeemed in the fourth quarter of 2022 at the holders’ option. Sun NG LLC, our subsidiary, has the right during certain periods each year, with or without cause, or for cause at any time, to elect to buy NG Sun LLC’s interest. During a limited period in 2022, NG Sun LLC has the right to put its interest to Sun NG LLC. If either party exercises their option, the property management agreement will be terminated and the Company is required to purchase the remaining interests of NG Sun LLC and the property management agreement at fair value. Refer to Note 3, “Real Estate Acquisitions,” Note 8, “Consolidated Variable Interest Entities,” and Note 9, “Debt and Lines of Credit” for additional information.

Conversions

Subject to certain limitations, holders can convert certain series of stock and OP units to shares of our common stock at any time. Below is the activity of conversions during the six months ended June 30, 2019 and 2018:
 
 
 
 
Six Months Ended
 
Six Months Ended
 
 
 
 
June 30, 2019
 
June 30, 2018
Series
 
Conversion Rate
 
Units/Shares Converted
Common Stock
 
Units/Shares Converted
Common Stock
Common OP unit
 
1

 
436,177

436,177

 
14,828

14,828

Series A-1 preferred OP unit
 
2.439

 
7,950

19,387

 
8,700

21,217

Series A-4 preferred OP unit
 
0.4444

 
4,708

2,092

 
11,792

5,240

Series A-4 preferred stock
 
0.4444

 
11,288

5,016

 
22,576

10,033

Series C preferred OP unit
 
1.11

 


 
1,919

2,130



Cash Distributions

Cash Distributions for the three months ended June 30, 2019 were as follows:
Cash Distributions
 
Record Date
 
Payment Date
 
Distribution per Share
Total Distribution (thousands)
Common Stock, Common OP units and Restricted Stock
 
6/28/2019
 
7/15/2019
 
$
0.75

$
67,359

Series A-4 Preferred Stock
 
6/14/2019
 
7/1/2019
 
$
0.40625

$
427



Repurchase Program

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 as of June 30, 2019. No common shares were repurchased during the six months ended June 30, 2019 or 2018. There is no expiration date specified for the buyback program.



18

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



11.      Share-Based Compensation

As of June 30, 2019, we had two share-based compensation plans: the Sun Communities, Inc. 2015 Equity Incentive Plan (“2015 Equity Incentive Plan”) and the First Amended and Restated 2004 Non-Employee Director Option Plan (“2004 Non-Employee Director Option Plan”). We believe granting equity awards will provide certain executives, key employees and directors additional incentives to promote our financial success, and promote employee and director retention by providing an opportunity to acquire or increase the direct proprietary interest of those individuals in our operations and future.

The following table shows details on grants of equity awards during the six months ended June 30, 2019:
Grant Period
 
Type
 
Plan
 
Shares Granted
 
Grant Date Fair Value Per Share
 
Vesting Type
 
Vesting Anniversary
 
Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
Executive Officers
 
2015 Equity Incentive Plan
 
44,000

 
$
115.39

(1) 
Time Based
 
20.0% annually over 5 years
2019
 
Executive Officers
 
2015 Equity Incentive Plan
 
66,000

(2) 
$
115.39

(2) 
Market Condition
 
3rd
 
100.0
%
2019
 
Directors
 
2004 Non-Employee Director Option Plan
 
18,000

 
$
113.68

(1) 
Time Based
 
3rd
 
100.0
%
2019
 
Key Employees
 
2015 Equity Incentive Plan
 
55,770

 
$
120.01

(1) 
Time Based
 
20.0% annually over 5 years


(1) The fair value of the grants were determined by using the average closing price of our common stock on the dates the shares were issued.
(2) Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. At the grant date our common stock price was $115.39. Based on the Monte Carlo simulation we expect 75.1% of the 66,000 shares to vest.


Options

During the six months ended June 30, 20191,500 shares of common stock were issued in connection with the exercise of stock options with net proceeds of less than $0.1 million. There were no stock option exercises during the six months ended June 30, 2018.

Vesting

The vesting requirements for 196,106 restricted shares granted to our executives, directors and employees were satisfied during the six months ended June 30, 2019.

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 our 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, has an interest in a portfolio, 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 the Real Property Operations segment revenues and is expected to approximate $132.0 million annually. Transient RV revenue was recognized 19.9 percent in the first quarter, 23.2 percent in the second quarter, and is expected to be 41.3 percent and 15.6 percent in the third and fourth quarters, respectively. Transient revenue was $106.2 million for the year ended December 31, 2018. We recognized 20.7 percent in the first quarter, 20.3 percent in the second quarter, 42.6 percent in the third quarter, and 16.4 percent in the fourth quarter.

19

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



A presentation of segment financial information is summarized as follows (in thousands):
 
Three Months Ended
 
June 30, 2019
 
June 30, 2018
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
Revenues
$
243,364

 
$
61,654

 
$
305,018

 
$
210,701

 
$
54,565

 
$
265,266

Operating expenses / Cost of sales
94,094

 
39,526

 
133,620

 
81,008

 
36,247

 
117,255

Net operating income / Gross profit
149,270

 
22,128

 
171,398

 
129,693

 
18,318

 
148,011

Adjustments to arrive at net income / (loss)
 
 
 
 
 
 
 
 
 
 
 
Interest and other revenues, net
7,427

 

 
7,427

 
6,168

 

 
6,168

Home selling expenses

 
(3,626
)
 
(3,626
)
 

 
(3,986
)
 
(3,986
)
General and administrative
(20,722
)
 
(2,975
)
 
(23,697
)
 
(18,600
)
 
(2,852
)
 
(21,452
)
Catastrophic weather related charges, net
(171
)
 
(8
)
 
(179
)
 
22

 
(75
)
 
(53
)
Depreciation and amortization
(57,054
)
 
(19,099
)
 
(76,153
)
 
(50,811
)
 
(16,962
)
 
(67,773
)
Loss on extinguishment of debt
(70
)
 

 
(70
)
 
(1,522
)
 

 
(1,522
)
Interest expense
(33,656
)
 
(5
)
 
(33,661
)
 
(32,254
)
 
(6
)
 
(32,260
)
Interest on mandatorily redeemable preferred OP units / equity
(1,181
)
 

 
(1,181
)
 
(790
)
 

 
(790
)
Remeasurement of marketable securities
3,620

 

 
3,620

 

 

 

Other income / (expense), net
1,061

 
(40
)
 
1,021

 
(1,829
)
 
1

 
(1,828
)
Income / (loss) from nonconsolidated affiliates

 
393

 
393

 

 
(8
)
 
(8
)
Current tax expense
(179
)
 
(93
)
 
(272
)
 
(135
)
 
(90
)
 
(225
)
Deferred tax benefit
96

 

 
96

 
(112
)
 

 
(112
)
Net income / (loss)
48,441

 
(3,325
)
 
45,116

 
29,830

 
(5,660
)
 
24,170

Less:  Preferred return to preferred OP units / equity
1,718

 


 
1,718

 
1,103

 

 
1,103

Less:  Amounts attributable to noncontrolling interests
2,740

 
(155
)
 
2,585

 
2,509

 
(282
)
 
2,227

Net income / (loss) attributable to Sun Communities, Inc.
43,983

 
(3,170
)
 
40,813

 
26,218

 
(5,378
)
 
20,840

Less: Preferred stock distributions
428

 

 
428

 
432

 

 
432

Net income / (loss) attributable to Sun Communities, Inc. common stockholders
$
43,555

 
$
(3,170
)
 
$
40,385

 
$
25,786

 
$
(5,378
)
 
$
20,408




20

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
Revenues
$
468,625

 
$
115,243

 
$
583,868

 
$
414,480

 
$
102,485

 
$
516,965

Operating expenses / Cost of sales
174,434

 
73,591

 
248,025

 
151,857

 
68,045

 
219,902

Net operating income / Gross profit
294,191

 
41,652

 
335,843

 
262,623

 
34,440

 
297,063

Adjustments to arrive at net income / (loss):
 
 
 
 
 
 
 
 
 
 
 
Interest and other revenues, net
15,907

 

 
15,907

 
12,444

 

 
12,444

Home selling expenses

 
(6,950
)
 
(6,950
)
 

 
(7,276
)
 
(7,276
)
General and administrative
(39,956
)
 
(5,628
)
 
(45,584
)
 
(35,787
)
 
(5,422
)
 
(41,209
)
Catastrophic weather related charges, net
(953
)
 
(8
)
 
(961
)
 
2,379

 
(219
)
 
2,160

Depreciation and amortization
(115,299
)
 
(37,410
)
 
(152,709
)
 
(101,319
)
 
(32,891
)
 
(134,210
)
Loss on extinguishment of debt
(723
)
 

 
(723
)
 
(1,718
)
 

 
(1,718
)
Interest expenses
(67,666
)
 
(9
)
 
(67,675
)
 
(63,388
)
 
(10
)
 
(63,398
)
Interest on mandatorily redeemable preferred OP units / equity
(2,275
)
 

 
(2,275
)
 
(1,409
)
 

 
(1,409
)
Remeasurement of marketable securities
3,887

 

 
3,887

 

 

 

Other income / (expense), net
2,921

 
(2
)
 
2,919

 
(4,445
)
 

 
(4,445
)
Income / (loss) from nonconsolidated affiliates

 
737

 
737

 

 
(67
)
 
(67
)
Current tax expense
(301
)
 
(185
)
 
(486
)
 
(231
)
 
(168
)
 
(399
)
Deferred tax benefit
313

 

 
313

 
235

 

 
235

Net income / (loss)
90,046

 
(7,803
)
 
82,243

 
69,384

 
(11,613
)
 
57,771

Less:  Preferred return to preferred OP units / equity
3,041

 

 
3,041

 
2,183

 

 
2,183

Less:  Amounts attributable to noncontrolling interests
3,999

 
(373
)
 
3,626

 
4,900

 
(579
)
 
4,321

Net income / (loss) attributable to Sun Communities, Inc.
83,006

 
(7,430
)
 
75,576

 
62,301

 
(11,034
)
 
51,267

Less: Preferred stock distributions
860

 

 
860

 
873

 

 
873

Net income / (loss) attributable to Sun Communities, Inc. common stockholders
$
82,146

 
$
(7,430
)
 
$
74,716

 
$
61,428

 
$
(11,034
)
 
$
50,394



 
June 30, 2019
 
December 31, 2018
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Rentals
 
Consolidated
Identifiable assets
 
 
 
 
 
 
 
 
 
 
 
Investment property, net
$
6,009,366

 
$
558,478

 
$
6,567,844

 
$
5,586,444

 
$
531,872

 
$
6,118,316

Cash and cash equivalents
(5,184
)
 
33,888

 
28,704

 
24,343

 
25,968

 
50,311

Marketable securities
53,553



 
53,553

 
49,037

 

 
49,037

Inventory of manufactured homes

 
55,869

 
55,869

 

 
49,199

 
49,199

Notes and other receivables, net
146,648

 
17,655

 
164,303

 
145,673

 
14,404

 
160,077

Collateralized receivables, net
97,658

 

 
97,658

 
106,924

 

 
106,924

Other assets, net
178,195

 
75,958

 
254,153

 
140,027

 
36,135

 
176,162

Total assets
$
6,480,236

 
$
741,848

 
$
7,222,084

 
$
6,052,448

 
$
657,578

 
$
6,710,026



21

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



13.     Income Taxes

We have elected to be taxed as a real estate investment trust (“REIT”) pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended (“Code”). In order for us to qualify as a REIT, at least 95 percent of our gross income in any year must be derived from qualifying sources. In addition, a REIT must distribute annually at least 90 percent of its REIT taxable income (calculated without any deduction for dividends paid and excluding capital gain) to its stockholders and meet other tests.

Qualification as a REIT involves the satisfaction of numerous requirements (on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are 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, 2019.

As a REIT, we generally will not be subject to United States (“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. Even if we qualify as a REIT, we may be subject to certain state and local income taxes as well as U.S. federal income and excise taxes on our undistributed income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state, and local income taxes. The Company is also subject to local income taxes in Canada as a result of the acquisition of Carefree in 2016. We do not provide for withholding taxes on our undistributed earnings from our Canadian subsidiaries as they are reinvested and will continue to be reinvested indefinitely outside of the U.S.

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, depreciation and basis differences between tax and U.S. GAAP on our Canadian investments. Our deferred tax assets that have a full valuation allowance relate to our taxable REIT subsidiaries (“TRS”) business. Net deferred tax liabilities of $20.1 million and $21.7 million for Canadian entities have been recorded in relation to corporate entities and included in “Other liabilities” in our Consolidated Balance Sheets as of  June 30, 2019 and June 30, 2018, respectively. There are no U.S. federal deferred tax assets or liabilities included in our Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018.

We had no unrecognized tax benefits as of June 30, 2019 and 2018. We do not expect significant changes in tax positions that would result in unrecognized tax benefits within one year of June 30, 2019.

For the three months ended June 30, 2019 and 2018, we recorded a current tax expense for federal, state, and Canadian income taxes of $0.3 million and $0.2 million, respectively. For the six months ended June 30, 2019 and 2018, we recorded a current tax expense of $0.5 million and $0.4 million, respectively.

For the three months ended June 30, 2019, we recorded a deferred tax benefit of $0.1 million. For the three months ended June 30, 2018, we recorded a deferred tax expense $0.1 million. For the six months ended June 30, 2019 and 2018, we recorded a deferred tax benefit of $0.3 million and $0.2 million, respectively.




22

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



14.     Earnings Per Share

We have outstanding stock options, unvested restricted common shares, and Series A-4 Preferred Stock, and our Operating Partnership has: outstanding common OP units; Series A-1 preferred OP units; Series A-3 preferred OP units; Series A-4 preferred OP units; Series C preferred OP units; Series D preferred OP units; and Aspen preferred OP Units, which, if converted or exercised, may impact dilution.

Computations of basic and diluted earnings per share were as follows (in thousands, except per share data):
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Numerator
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
40,385

 
$
20,408

 
$
74,716

 
$
50,394

Less allocation to restricted stock awards
 
(448
)
 
(119
)
 
(887
)
 
(422
)
Basic earnings - Net income attributable to common stockholders after allocation to restricted stock awards
 
39,937

 
20,289

 
73,829

 
49,972

Add allocation to restricted stock awards
 
448

 
119

 
887

 
422

Diluted earnings - Net income attributable to common stockholders after allocation to restricted stock awards
 
$
40,385

 
$
20,408

 
$
74,716

 
$
50,394

 
 
 
 
 
 
 
 
 
Denominator
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
87,130

 
79,612

 
86,325

 
79,233

Add: dilutive stock options
 
1

 
2

 
1

 
2

Add: dilutive restricted stock
 
433

 
502

 
444

 
670

Diluted weighted average common shares and securities
 
87,564

 
80,116

 
86,770

 
79,905

 
 
 
 
 
 
 
 
 
Earnings per share available to common stockholders after allocation
 
 
 
 
 
 
 
 
Basic
 
$
0.46

 
$
0.25

 
$
0.86

 
$
0.63

Diluted
 
$
0.46

 
$
0.25

 
$
0.86

 
$
0.63



We have excluded certain convertible securities from the computation of diluted earnings per share because the inclusion of those 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, 2019 and 2018 (in thousands):
 
 
As of
 
 
June 30, 2019
 
June 30, 2018
Series A-4 Preferred Stock
 
1,052

 
1,063

Common OP units
 
2,289

 
2,731

A-1 preferred OP units
 
324

 
337

A-3 preferred OP units
 
40

 
40

A-4 preferred OP units
 
406

 
412

Series C Preferred OP units
 
314

 
314

Series D Preferred OP units
 
489

 

Aspen Preferred OP units
 
1,284

 
1,284

Total securities
 
6,198

 
6,181




23

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



15.     Fair Value of Financial Instruments

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

ASC Topic 820 “Fair Value Measurements and Disclosures,” requires disclosure regarding determination of fair value for assets and liabilities and establishes a hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumption. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:

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 significant inputs and significant value drivers are observable in active markets; and

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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 in order to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Marketable Securities

In November 2018, we purchased marketable securities on the Australian Securities Exchange (“ASX”) for total consideration of $54 million US. The marketable securities held by us and accounted for under the ASC 321 “Investment Equity Securities” are measured at fair value. Any change in fair value is recognized in the Consolidated Statement of Operations in Remeasurement of marketable securities in accordance with ASU 2016-01 “Financial Instruments - Overall (Subtopic 825-10): Recognition and measurement of financial assets and financial liabilities.” The fair value is measured by the quoted unadjusted share price of which is readily available in active markets (Level 1).

Installment Notes Receivable on Manufactured Homes

The net carrying value of the installment notes receivable on manufactured homes estimates the fair value as the interest rates in the portfolio are comparable to current prevailing market rates (Level 2). Refer to Note 5, “Notes and Other Receivables.”

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, rates currently prevailing for comparable loans, and instruments of comparable maturities (Level 2). Refer to Note 9, “Debt and Lines of Credit.”

Collateralized Receivables and Secured Borrowings

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 on 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). Refer to Note 4, “Collateralized Receivables and Transfers of Financial Assets.”

Financial Liabilities

We estimate the fair value of our contingent consideration liability based on discounting of future cash flows using market interest rates and adjusting for non-performance risk over the remaining term of the liability (Level 2).

24

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



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 fair value on a recurring basis as of June 30, 2019. The table presents the carrying values and fair values of our financial instruments as of June 30, 2019 and December 31, 2018, that were measured using the valuation techniques described above (in thousands). The table excludes other financial instruments such as cash and cash equivalents, accounts receivable, and accounts payable as the carrying values associated with these instruments approximate fair value since their maturities are less than one year.
 
 
June 30, 2019
 
December 31, 2018
Financial assets
 
Carrying Value
 
Fair
Value
 
Carrying Value
 
Fair
Value
Marketable securities
 
$
53,553

 
$
53,553

 
$
49,037

 
$
49,037

Installment notes receivable on manufactured homes, net
 
104,559

 
104,559

 
112,798

 
112,798

Collateralized receivables, net
 
97,658

 
97,658

 
106,924

 
106,924

Total
 
$
255,770

 
$
255,770

 
$
268,759

 
$
268,759

Financial liabilities
 
 
 
 
 
 
 
 
Debt (excluding secured borrowings)
 
$
2,933,397

 
$
2,977,195

 
$
2,888,572

 
$
2,757,649

Secured borrowings
 
98,299

 
98,299

 
107,731

 
107,731

Lines of credit
 
76,079

 
76,079

 
128,000

 
128,000

Other liabilities (contingent consideration)
 
4,765

 
4,765

 
4,640

 
4,640

Total
 
$
3,112,540

 
$
3,156,338

 
$
3,128,943

 
$
2,998,020



16.     Recent Accounting Pronouncements

Recent Accounting Pronouncements - Adopted

In February 2016, the FASB issued ASC 2016-02 codified in ASC Topic 842, Leases, which amends the guidance in former ASC Topic 840, Leases. On January 1, 2019, we adopted ASC 2016-02. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for those leases classified as operating leases and disclose key information about leasing arrangements. As amended by ASU 2018-11, comparative reporting periods are presented in accordance with Topic 840, while periods subsequent to the effective date are presented in accordance with Topic 842. The Company elected the package of practical expedients, which permits the Company not to reassess expired or existing contracts containing a lease, the lease classification for expired or existing contracts, initial direct costs for any existing leases. The Company elected not to allocate lease obligation between lease and non-lease components of our agreements for both leases where we are a lessor and leases where we are a lessee. The Company did not elect the hindsight practical expedient, which permits the company to use hindsight in determining the lease terms and impairment implications. The Company did not elect to use a portfolio approach in the valuation of ROU assets and corresponding liabilities. Some ROU assets include an extension option, which is included in the ROU assets and liabilities only if we are reasonably certain to exercise.

Lessor Accounting

Our income from real property and rental home revenue streams are derived from rental agreements where we are the lessor. Our recognition of rental revenue remains mainly consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized.

ASC 842 limits the definition of initial direct costs to only the incremental costs of signing a lease. Internal sales employees’ compensation, payroll-related fringe benefits, certain legal fees rendered prior to the execution of a lease, negotiation costs, advertising and other origination effort costs no longer meet the definition of initial direct costs under the new standard, and will be accounted for as general and administrative expense in our condensed consolidated statements of operations. ASC 842 permits the capitalization of direct commission costs. The application of ASC 842 resulted in an immaterial impact on the statement of consolidated operations.


25

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



Our leases with customers are classified as operating leases. Lease income from tenants is recognized on a straight-line basis over the terms of the relevant lease agreement and is included within income from real property, rental home revenue and ancillary revenue on the Consolidated Statements of Operations. Revenue is not recognized when collection is not reasonably assured. When collectability is not reasonably assured, the resident is placed on non-accrual status and revenue is recognized when cash payments are received.

Lessee Accounting

We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for executive office spaces, ground leases at certain communities, and certain equipment leases. The ROU asset and ROU liabilities are included within Other assets, net and Other liabilities on the Consolidated Balance Sheets.
For operating leases with a term greater than one year, the company recognizes the ROU assets and liabilities related to the lease payments on the Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The ROU assets represent our right to use the underlying assets for the term of the lease and the lease liabilities represent our obligation to make lease payments arising for the agreements. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The ROU asset is periodically reduced by impairment losses. As of June 30, 2019, we have not encountered any impairment losses. Variable lease payments, except for the ones that depend on index or rate, are excluded from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the consolidated Statement of Operations in the period in which they are incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. The Lease liability costs are amortized over the straight-line method over the term of the lease. Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset or liability recognized on the Consolidated Balance Sheets.
Finance leases where we are the lessee are included in Other assets, net and Other liabilities on our Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For finance leases the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. ROU assets are periodically reduced by impairment losses. As of June 30, 2019, we have not encountered any impairment losses. Refer to Note 18, “Leases,” for information regarding leasing activities.

On January 1, 2018, we adopted ASU 2014-09 “Revenue from Contracts with Customers (Topic 606).” Refer to Note 2, “Revenue” for information regarding our adoption of this guidance.

On January 1, 2018, we adopted ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business” and now capitalize direct acquisition related costs as part of the purchase price of asset acquisitions. Under previous guidance, substantially all of our property acquisitions were accounted for as business combinations with identifiable assets and liabilities measured at fair value, and acquisition related costs expensed as incurred.

On January 1, 2018, we adopted ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash.” This update required inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.

Our restricted cash consists of amounts primarily held in deposit for tax, insurance and repair escrows held by lenders in accordance with certain debt agreements. Restricted cash is included as a component of Other assets, net on the Consolidated Balance Sheets. Changes in restricted cash are reported in our Consolidated Statements of Cash Flows as operating, investing or financing activities based on the nature of the underlying activity.


26

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



The following table reconciles our beginning-of-period and end-of-period balances of cash, cash equivalents and restricted cash for the periods shown (in thousands):
 
 
June 30, 2019
 
December 31, 2018
 
June 30, 2018
 
December 31, 2017
Cash and cash equivalents
 
$
28,704

 
$
50,311

 
$
20,046

 
$
10,127

Restricted cash
 
17,334

 
11,951

 
16,755

 
13,382

Cash, cash equivalents and restricted cash
 
$
46,038

 
$
62,262

 
$
36,801

 
$
23,509



Recent Accounting Pronouncements - Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are in the process of reviewing the population and analyzing the impact of the guidance on our accounting policies regarding assessment of, and allowance for, credit losses on loans and other financial instruments.

17.    Commitments and Contingencies

Legal Proceedings

We are involved in various 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.

18.    Leases

Lessee accounting:
Future minimum lease payments under non-cancellable leases as of the quarter ended June 30, 2019 where we are the lessee include:
Maturity of lease liabilities (in thousands)
 
 
 
 
 
 
Operating Leases
 
Finance Leases
 
Total
2019 (excluding the six months ended June 30, 2019)
$
1,086

 
$
105

 
$
1,191

2020
2,397

 
120

 
2,517

2021
2,446

 
120

 
2,566

2022
2,483

 
120

 
2,603

2023
2,509

 
120

 
2,629

Thereafter
13,725

 
4,060

 
17,785

Total lease payments
$
24,646

 
$
4,645

 
$
29,291

Less: Imputed interest
(6,083
)
 
(511
)
 
(6,594
)
Present Value of lease liabilities
$
18,563

 
$
4,134

 
$
22,697



27

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



ROU assets and lease liabilities for finance and operating leases as included in our Consolidated Financial Statements are as follows:
Lease asset and liabilities (in thousands)

 
 
 
 
 
 
 
 
 
 
Classification
 
June 30, 2019
 
 
 
Classification
 
December 31, 2018
Lease assets
 
 
 
 
 
 
 
 
 
Right-of-use asset obtained in exchange for new finance lease liabilities
Other Asset, net
 
$
4,134

 
Capital lease asset
 
Land
 
$
4,098

Right-of-use asset obtained in exchange for new operating lease liabilities
Other Asset, net
 
$
18,316

 
n/a
Right-of-use asset obtained relative to below market operating lease
Other Asset, net
 
$
28,742

 
Below market Lease intangible asset
 
Other Asset, net
 
$
29,118

Lease liabilities
 
 
 
 
 
 
 
 
 
Finance lease liabilities
Other Liabilities
 
$
4,134

 
Capital lease liabilities
 
Other Liabilities
 
$
4,098

Operating lease liabilities

Other Liabilities
 
$
18,563

 
n/a

Lease expense for finance and operating leases as included in our Consolidated Financial Statements are as follows:
Lease Expense (in thousands)

 
Three Months Ended
 
Six Months Ended
 
 
Classification
 
June 30, 2019
 
June 30, 2019
Finance Lease Expense
 
 
 
 
 
 
Amortization of right-of-use assets
 
Interest Expense
 
$
18

 
$
36

Interest on lease liabilities
 
Interest Expense
 
26

 
52

Operating lease cost
 
General and administrative, Property Operating and maintenance
 
982

 
1,804

Variable lease cost
 
Property Operating and maintenance
 
427

 
746

Total lease Expense
 
 
 
$
1,453

 
$
2,638


 
 
Three Months Ended
 
Six Months Ended
 
 
Classification
 
June 30, 2019
 
June 30, 2019
Capital Lease Expense
 
 
 
 
 
 
Amortization of lease
 
Interest Expense
 
$
18

 
$
36

Interest on lease liabilities
 
Interest Expense
 
26

 
52

Operating lease expense
 
General and administrative, Property Operating and maintenance
 
829

 
1,680

Below market ground lease amortization expense
 
Property Operating and maintenance
 
223

 
445

Total lease Expense
 
 
 
$
1,096

 
$
2,213


Lease term, discount rates and additional information for finance and operating leases are as follows:
Lease term and discount rate

 
 
 
 
June 30, 2019
Weighted-average remaining lease term (years)
 
 
Finance lease
 
5.00

Operating lease
 
12.25

Weighted-average discount rate
 
 
Finance lease
 
2.50
%
Operating lease
 
4.06
%
Other Information (in thousands)
 
Six Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2018
Cash paid for amounts included in the measurement of lease liabilities
 
 
 
 
Operating Cash flow from Operating leases
 
$
1,130

 
$
2,052

Financing cash flow from Finance leases
 
15

 
15

Total Cash paid on lease liabilities
 
$
1,145

 
$
2,067



28

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)



As of the quarter ended June 30, 2019, we have an additional executive office space operating lease for $2.9 million which will commence in November 2019 with a lease term of seven years.
Related Party Leases: Lease of Executive Offices. Gary A. Shiffman, together with certain of his family members, indirectly owns an equity interest of approximately 28.1 percent in American Center LLC, the entity from which we lease office space for our principal executive offices. Each of Brian M. Hermelin, Ronald A. Klein and Arthur A. Weiss indirectly owns a less than one percent interest in American Center LLC. Mr. Shiffman is our Chief Executive Officer and Chairman of the Board. Each of Mr. Hermelin, Mr. Klein and Mr. Weiss is a director of the Company. Under this agreement, we lease approximately 103,100 rentable square feet of permanent space. The initial term of the lease is until October 31, 2026, and the average gross base rent is $18.55 per square foot until October 31, 2019 with graduated rental increases thereafter. Each of Mr. Shiffman, Mr. Hermelin, Mr. Klein and Mr. Weiss may have a conflict of interest with respect to his obligations as our officer and/or director and his ownership interest in American Center LLC.

Lessor Accounting:
We are not the lessor for any finance leases as of June 30, 2019. Over 99 percent of our operating leases where we are the lessor are either month to month or for a time period not to exceed one year.  As of the reporting date, future minimum lease payments would not exceed twelve months.  Similarly, over 95 percent of our investment property, net on the Consolidated Balance Sheets, and related depreciation amounts relate to assets whereby we are the lessor under an operating lease.

19.    Subsequent Events

Subsequent to the quarter ended June 30, 2019, we acquired a RV resort in Ponchatoula, Louisiana with 202 developed sites and 69 expansion sites for $23.5 million.

We have evaluated our Consolidated Financial Statements for subsequent events through the date that this Form 10-Q was issued.

29




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 filed herewith, along with our 2018 Annual Report. Capitalized terms are used as defined elsewhere in this Quarterly Report on Form 10-Q.

OVERVIEW

We are a fully integrated, self-administered and self-managed REIT. As of June 30, 2019, we owned and operated or held an interest in a portfolio of 382 developed properties located in 31 states throughout the U.S. and one province in Canada, including 235 MH communities, 116 RV communities, and 31 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 2018 Annual Report.

NON-GAAP FINANCIAL MEASURES

In addition to the results reported in accordance with GAAP in our “Results of Operations” below, we have provided information regarding net operating income (“NOI”) and funds from operations (“FFO”) as supplemental performance measures. We believe NOI and FFO are appropriate measures given their wide use by and relevance to investors and analysts following the real estate industry. NOI provides a measure of rental operations and does not factor in depreciation, amortization and non-property specific expenses such as general and administrative expenses. FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation/amortization of real estate assets. In addition, NOI and FFO are commonly used in various ratios, pricing multiples/yields and returns and valuation calculations used to measure financial position, performance and value.

NOI is derived from revenues minus property operating expenses and real estate taxes. NOI is a non-GAAP financial measure that we believe is helpful to investors as a supplemental 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 measure 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. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall.

We believe that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) as an indication of our financial performance or GAAP cash flow from operating activities as a measure of our liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. Because of the inclusion of items such as interest, depreciation, and amortization, the use of GAAP net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level.

FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as GAAP net income (loss), 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. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of our operating performance. By excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective

30




not readily apparent from GAAP net income (loss). Management believes 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. We also use FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business (“Core FFO”). We believe that Core FFO provides enhanced comparability for investor evaluations of period-over-period results.

We believe that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it does not replace GAAP net income (loss) as a performance measure or GAAP cash flow from operations as a liquidity measure. Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Further, 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 is calculated in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that interpret the NAREIT definition differently.





31




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, develops, or has an interest in, a portfolio of MH and RV communities throughout the U.S. and in Canada, and is in the business of acquiring, operating, and expanding MH and RV communities. The Home Sales and Rentals segment offers MH and RV park model sales and leasing services to tenants and prospective tenants of our communities. We purchase new homes and acquire pre-owned and repossessed manufactured homes, generally located within our communities, from lenders, dealers, and former residents to sell or lease to current and prospective residents. We evaluate segment operating performance based on NOI and gross profit. Refer to Note 12, “Segment Reporting,” in our accompanying Consolidated Financial Statements for additional information.

Comparison of the Three and Six Months Ended June 30, 2019 and 2018

Summary Statements of Operations

The following table summarizes our consolidated financial results and reconciles net income to NOI for the three and six months ended June 30, 2019 and 2018 (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Net income attributable to Sun Communities, Inc. common stockholders
 
$
40,385

 
$
20,408

 
$
74,716

 
$
50,394

Other revenues
 
(7,427
)
 
(6,168
)
 
(15,907
)
 
(12,444
)
Home selling expenses
 
3,626

 
3,986

 
6,950

 
7,276

General and administrative
 
23,697

 
21,452

 
45,584

 
41,209

Catastrophic weather related charges, net
 
179

 
53

 
961

 
(2,160
)
Depreciation and amortization
 
76,153

 
67,773

 
152,709

 
134,210

Loss on extinguishment of debt
 
70

 
1,522

 
723

 
1,718

Interest expense
 
34,842

 
33,050

 
69,950

 
64,807

Remeasurement of marketable securities
 
(3,620
)
 

 
(3,887
)
 

Other (income) / expense, net
 
(1,021
)
 
1,828

 
(2,919
)
 
4,445

(Income) / loss from nonconsolidated affiliates
 
(393
)
 
8

 
(737
)
 
67

Current tax expense
 
272

 
225

 
486

 
399

Deferred tax (benefit) / expense
 
(96
)
 
112

 
(313
)
 
(235
)
Preferred return to preferred OP units / equity
 
1,718

 
1,103

 
3,041

 
2,183

Amounts attributable to noncontrolling interests
 
2,585

 
2,227

 
3,626

 
4,321

Preferred stock distribution
 
428

 
432

 
860

 
873

NOI / Gross profit
 
$
171,398


$
148,011

 
$
335,843

 
$
297,063


 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Real Property NOI
 
$
144,485

 
$
125,903

 
$
288,025

 
$
257,648

Home Sales NOI / Gross profit
 
12,807

 
10,285

 
23,148

 
18,614

Rental Program NOI
 
26,499

 
24,572

 
52,560

 
48,674

Ancillary NOI / Gross profit
 
4,785

 
3,790

 
6,166

 
4,975

Site rent from Rental Program (included in Real Property NOI) (1)
 
(17,178
)
 
(16,539
)
 
(34,056
)
 
(32,848
)
NOI / Gross profit
 
$
171,398

 
$
148,011

 
$
335,843

 
$
297,063


(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 to assess the overall growth and performance of Rental Program and financial impact on our operations.



32




Real Property Operations - Total Portfolio

The following tables reflect certain financial and other information for our Total Portfolio as of and for the three and six months ended June 30, 2019 and 2018:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
 
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
Financial Information (in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from real property
 
$
226,099

 
$
198,670

 
$
27,429

 
13.8
 %
 
$
442,878

 
$
395,881

 
$
46,997

 
11.9
 %
Property operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payroll and benefits
 
22,097

 
18,671

 
3,426

 
18.3
 %
 
40,968

 
34,329

 
6,639

 
19.3
 %
Legal, taxes, and insurance
 
2,365

 
2,086

 
279

 
13.4
 %
 
4,748

 
4,568

 
180

 
3.9
 %
Utilities
 
23,650

 
21,606

 
2,044

 
9.5
 %
 
48,078

 
44,159

 
3,919

 
8.9
 %
Supplies and repair
 
9,729

 
7,833

 
1,896

 
24.2
 %
 
16,083

 
13,089

 
2,994

 
22.9
 %
Other
 
8,047

 
8,495

 
(448
)
 
(5.3
)%
 
13,920

 
14,176

 
(256
)
 
(1.8
)%
Real estate taxes
 
15,726

 
14,076

 
1,650

 
11.7
 %
 
31,056

 
27,912

 
3,144

 
11.3
 %
Property operating expenses
 
81,614

 
72,767

 
8,847

 
12.2
 %
 
154,853

 
138,233

 
16,620

 
12.0
 %
Real Property NOI
 
$
144,485

 
$
125,903

 
$
18,582

 
14.8
 %
 
$
288,025

 
$
257,648

 
$
30,377

 
11.8
 %
 
 
As of
 
 
 
 
June 30, 2019
 
June 30, 2018
 
Change
Other Information
 
 
 
 
 
 
Number of properties
 
382

 
367

 
15

 
 
 
 
 
 


MH occupancy
 
95.7
%
 
 
 
 
RV occupancy
 
100.0
%
 
 
 
 
MH & RV blended occupancy (1)
 
96.6
%
 
96.1
%
 
0.5
%
 
 
 
 
 
 
 
Sites available for development
 
10,823

 
11,398

 
(575
)
 
 
 
 
 
 
 
Monthly base rent per site - MH
 
$
569

 
$
546

 
$
23

Monthly base rent per site - RV (2)
 
$
473

 
$
446

 
$
27

Monthly base rent per site - Total
 
$
533

 
$
509

 
$
24


(1)   
Overall occupancy percentage includes MH and annual RV sites, and excludes transient RV sites.
(2) 
Monthly base rent pertains to annual RV sites and excludes transient RV sites.

The $18.6 million increase in Real Property NOI consists of $9.0 million from Same Communities as detailed below and $9.6 million from recently acquired properties in the three months ended June 30, 2019 as compared to the same period in 2018.

The $30.4 million increase in Real Property NOI consists of $18.5 million from Same Communities as detailed below and $11.9 million from recently acquired properties in the six months ended June 30, 2019 as compared to the same period in 2018.




33


Real Property Operations - Same Communities

A key management tool used when evaluating performance and growth of our properties is a comparison of our Same Communities. Same Communities consist of properties owned and operated since January 1, 2018. The Same Community data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions, or unique situations. The Same Community data in this Form 10-Q includes all properties which we have owned and operated continuously since January 1, 2018.

In order to evaluate the growth of the Same Communities, management has classified certain items differently than our GAAP statements. The reclassification difference between our GAAP statements and our Same Community 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 have reclassified water and sewer revenues of $8.5 million and $7.8 million for the three months ended June 30, 2019 and 2018, and $16.9 million and $15.7 million for the six months ended June 30, 2019 and 2018, respectively, to reflect the utility expenses associated with our Same Community portfolio net of recovery.

The following tables reflect certain financial and other information for our Same Communities as of and for the three and six months ended June 30, 2019 and 2018. The amounts in the table below reflect constant currency for comparative purposes. Canadian currency figures included within the three and six months ended June 30, 2018 have been translated at 2019 exchange rates:
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
 
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
Financial Information (in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from real property(1)
$
196,305

 
$
184,532

 
$
11,773

 
6.4
 %
 
$
395,389

 
$
372,358

 
$
23,031

 
6.2
 %
Property operating expenses
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Payroll and benefits
18,673


17,609

 
1,064

 
6.0
 %
 
35,094

 
33,143

 
1,951

 
5.9
 %
Legal, taxes, and insurance
2,131


2,047

 
84

 
4.1
 %
 
4,322

 
4,518

 
(196
)
 
(4.3
)%
Utilities
13,244


13,325

 
(81
)
 
(0.6
)%
 
27,678

 
27,788

 
(110
)
 
(0.4
)%
Supplies and repair
8,472


7,739

 
733

 
9.5
 %
 
14,191

 
12,898

 
1,293

 
10.0
 %
Other
5,411


5,402

 
9

 
0.2
 %
 
9,866

 
10,090

 
(224
)
 
(2.2
)%
Real estate taxes
14,896


13,896

 
1,000

 
7.2
 %
 
29,486

 
27,662

 
1,824

 
6.6
 %
Property operating expenses
62,827

 
60,018

 
2,809

 
4.7
 %
 
120,637

 
116,099

 
4,538

 
3.9
 %
Real Property NOI
$
133,478

 
$
124,514

 
$
8,964

 
7.2
 %
 
$
274,752

 
$
256,259

 
$
18,493

 
7.2
 %

 
 
As of
 
 
June 30, 2019
 
June 30, 2018
 
Change
Other Information
 
 
 
 
 
 
Number of properties
 
345
 


 
 
 

 
 


MH occupancy (2)
 
97.7
%
 
 
 
 
RV occupancy (2)
 
100.0
%
 
 
 
 
MH & RV blended occupancy (2) (3)
 
98.2
%
 
96.2
%
 
2.0
%
 
 
 
 
 
 
 
Sites available for development
 
7,237

 
7,463

 
(226
)
 
 
 
 
 
 
 
Monthly base rent per site - MH
 
$
568


$
545

 
$
23

Monthly base rent per site - RV (4)
 
$
473


$
445

 
$
28

Monthly base rent per site - Total
 
$
547


$
523

 
$
24


(1) 
The Company adopted ASC 842, the new leasing standard, as of January 1, 2019 which required the reclassification of bad debt expense from Property operating expense to Income from real property. To assist with comparability within Same Community results, bad debt expense has been reclassified to be shown as a reduction of Income from real property for all periods presented.
(2) 
The occupancy percentage includes MH and annual RV sites, and excludes recently completed but vacant expansion sites and transient RV sites.
(3)  
The occupancy percentage for 2018 has been adjusted to reflect incremental growth period-over-period from filled MH expansion sites and the conversion of transient RV sites to annual RV sites.
(4) 
Monthly base rent pertains to annual RV sites and excludes transient RV sites.

34



For the three months ended June 30, 2019 and 2018 the 7.2 percent growth in NOI is primarily due to increased Income from real property of $11.8 million, or 6.4 percent. The 6.4 percent increase is primarily attributable to a 2.0 percent increase in occupancy and a 4.5 percent increase in total monthly base rent per site when compared to the same period in 2018. The increase in Income from real property was partially offset by a $2.8 million, or 4.7 percent, increase in Property operating expenses, primarily attributable to increases in Payroll and benefits, Real estate taxes, and Supplies and repair.

For the six months ended June 30, 2019 and 2018 the 7.2 percent growth in NOI is primarily due to increased Income from real property of $23 million, or 6.2 percent. The 6.2 percent increase is primarily attributable to a 2.0 percent increase in occupancy and a 4.5 percent increase in total monthly base rent per site when compared to the same period in 2018. The increase in Income from real property was partially offset by a $4.5 million, or 3.9 percent, increase in Property operating expenses, primarily attributable to increases in Payroll and benefits, Real estate taxes, and Supplies and repair.


35




Home Sales Summary

The following table reflects certain financial and statistical information for our Home Sales Program for the three and six months ended June 30, 2019 and 2018 (in thousands, except for average selling prices and statistical information):

 
Three Months Ended
 
Six Months Ended
Financial Information
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
 
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
New homes
 
 
 
 
 
 
 
 
 
 
 
 
`

 
 
New home sales
16,704

 
14,652

 
2,052

 
14.0
 %
 
32,085

 
26,545

 
5,540

 
20.9
 %
New home cost of sales
14,833

 
12,712

 
2,121

 
16.7
 %
 
27,979

 
22,909

 
5,070

 
22.1
 %
NOI / Gross profit - new homes
$
1,871

 
$
1,940

 
$
(69
)
 
(3.6
)%
 
$
4,106

 
$
3,636

 
$
470

 
12.9
 %
Gross margin % – new homes
11.2
%
 
13.2
%
 
(2.0
)%
 


 
12.8
%
 
13.7
%
 
(0.9
)%
 


Average selling price – new homes
$
120,173

 
$
109,343

 
$
10,830

 
9.9
 %
 
$
121,534

 
$
110,604

 
$
10,930

 
9.9
 %
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
Pre-owned homes
 
 
 
 
 
 

 
 
 
 
 
 
 
 
Pre-owned home sales
30,538

 
26,565

 
3,973

 
15.0
 %
 
54,775

 
49,572

 
5,203

 
10.5
 %
Pre-owned home cost of sales
19,602

 
18,220

 
1,382

 
7.6
 %
 
35,733

 
34,594

 
1,139

 
3.3
 %
NOI / Gross profit - pre-owned homes
$
10,936

 
$
8,345

 
$
2,591

 
31.0
 %
 
$
19,042

 
$
14,978

 
$
4,064

 
27.1
 %
Gross margin % – pre-owned homes
35.8
%
 
31.4
%
 
4.4
 %
 


 
34.8
%
 
30.2
%
 
4.6
 %
 


Average selling price – pre-owned homes
$
38,754

 
$
32,837

 
$
5,917

 
18.0
 %
 
$
37,491

 
$
32,190

 
$
5,301

 
16.5
 %
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
Revenue from home sales
47,242

 
41,217

 
6,025

 
14.6
 %
 
86,860

 
76,117

 
10,743

 
14.1
 %
Cost of home sales
34,435

 
30,932

 
3,503

 
11.3
 %
 
63,712

 
57,503

 
6,209

 
10.8
 %
NOI / Gross profit - home sales
$
12,807

 
$
10,285

 
$
2,522

 
24.5
 %
 
$
23,148

 
$
18,614

 
$
4,534

 
24.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Statistical Information
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
New home sales
139

 
134

 
5

 
3.7
 %
 
264

 
240

 
24

 
10.0
 %
Pre-owned home sales
788

 
809

 
(21
)
 
(2.6
)%
 
1,461

 
1,540

 
(79
)
 
(5.1
)%
Total homes sold
927

 
943

 
(16
)
 
(1.7
)%
 
1,725

 
1,780

 
(55
)
 
(3.1
)%

Gross profit - new homes
Decreased $0.1 million or 3.6 percent in the three months ended June 30, 2019 as compared to the same period in 2018. This decrease is the result of increased cost of sales that outpaced the increase in selling price in the three months ended June 30, 2019 as compared to the same period in 2018.
Increased $0.5 million or 12.9 percent in the six months ended June 30, 2019, as compared to the same period in 2018. This increase is primarily the result of a 10.0 percent increase in new home sales volumes.
Gross profit - pre-owned homes
Increased $2.6 million, or 31.0 percent in the three months ended June 30, 2019 as compared to the same period in 2018. The increase is primarily the result of a 18.0 percent increase in the average selling price of pre-owned homes.
Increased $4.1 million or 27.1 percent in the six months ended June 30, 2019, as compared to the same period in 2018. This increase is primarily the result of a 16.5 percent increase in the average selling price of pre-owned homes.


36




Rental Program

The following table reflects certain financial and other information for our Rental Program as of and for the three and six months ended June 30, 2019 and 2018 (in thousands, except for statistical information):

 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
 
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
Financial Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental home revenue
$
14,412

 
$
13,348

 
$
1,064

 
8.0
 %
 
$
28,383

 
$
26,368

 
$
2,015

 
7.6
 %
Site rent from Rental Program (1)
17,178

 
16,539

 
639

 
3.9
 %
 
34,056

 
32,848

 
1,208

 
3.7
 %
Rental Program revenue
31,590

 
29,887

 
1,703

 
5.7
 %
 
62,439

 
59,216

 
3,223

 
5.4
 %
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repairs and refurbishment
2,803

 
2,207

 
596

 
27.0
 %
 
5,107

 
4,521

 
586

 
13.0
 %
Taxes and insurance
1,827

 
1,569

 
258

 
16.4
 %
 
3,691

 
3,115

 
576

 
18.5
 %
Other
461

 
1,539

 
(1,078
)
 
(70.0
)%
 
1,081

 
2,906

 
(1,825
)
 
(62.8
)%
Rental Program operating and maintenance
5,091

 
5,315

 
(224
)
 
(4.2
)%
 
9,879

 
10,542

 
(663
)
 
(6.3
)%
Rental Program NOI
$
26,499

 
$
24,572

 
$
1,927

 
7.8
 %
 
$
52,560

 
$
48,674

 
$
3,886

 
8.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of sold rental homes
332

 
275

 
57

 
20.7
 %
 
542

 
509

 
33

 
6.5
 %
Number of occupied rentals, end of period
 
11,230

 
11,072

 
158

 
1.4
 %
Investment in occupied rental homes, end of period
 
$
561,219

 
$
514,756

 
$
46,463

 
9.0
 %
Weighted average monthly rental rate, end of period
 
$
975

 
$
927

 
$
48

 
5.2
 %

(1)  
The renter’s monthly payment includes the site rent and an amount attributable to rental home lease. 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.

Rental Program NOI increased by 7.8 percent for the three months ended June 30, 2019 as compared to the same period in 2018. The increase is due to an increase in Rental Program revenues of 5.7 percent, or $1.7 million, which is primarily attributable to a 5.2 percent increase in the weighted average monthly rental rate, coupled with a decrease of $0.2 million in expenses.

Rental Program NOI increased by 8.0 percent for the six months ended June 30, 2019 as compared to the same period in 2018. The increase is primarily due to an increase in Rental Program revenues of 5.4 percent, or $3.2 million, and a decrease in operating and maintenance expenses of 6.3 percent, or $0.7 million. The increase in revenues is partially attributable to a 5.2 percent increase in the weighted average monthly rental rate and a slight increase in the number of occupied rentals. The decrease in operating and maintenance expenses of $0.7 million is primarily the result of commission expenses being capitalized under ASC 842 in the six months ended June 30, 2019 as compared to the same period in 2018.


37




Other Items - Statements of Operations

The following table summarizes other income and expenses for the three and six months ended June 30, 2019 and 2018 (amounts in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
 
June 30, 2019
 
June 30, 2018
 
Change
 
% Change
Ancillary revenues, net
$
4,785

 
$
3,790

 
$
995

 
26.3
 %
 
$
6,166

 
$
4,975

 
$
1,191

 
23.9
 %
Interest income
$
4,919

 
$
5,277

 
$
(358
)
 
(6.8
)%
 
$
9,719

 
$
10,593

 
$
(874
)
 
(8.3
)%
Brokerage commissions and other revenues, net
$
2,508

 
$
891

 
$
1,617

 
181.5
 %
 
$
6,188

 
$
1,851

 
$
4,337

 
234.3
 %
Home selling expenses
$
3,626

 
$
3,986

 
$
(360
)
 
(9.0
)%
 
$
6,950

 
$
7,276

 
$
(326
)
 
(4.5
)%
General and administrative expenses
$
23,697

 
$
21,452

 
$
2,245

 
10.5
 %
 
$
45,584

 
$
41,209

 
$
4,375

 
10.6
 %
Catastrophic weather related charges, net
$
179

 
$
53

 
$
126

 
237.7
 %
 
$
961

 
$
(2,160
)
 
$
3,121

 
(144.5
)%
Depreciation and amortization
$
76,153

 
$
67,773

 
$
8,380

 
12.4
 %
 
$
152,709

 
$
134,210

 
$
18,499

 
13.8
 %
Loss on extinguishment of debt
$
70

 
$
1,522

 
$
(1,452
)
 
(95.4
)%
 
$
723

 
$
1,718

 
$
(995
)
 
(57.9
)%
Interest expense (1)
$
34,842

 
$
33,050

 
$
1,792

 
5.4
 %
 
$
69,950

 
$
64,807

 
$
5,143

 
7.9
 %
Remeasurement of marketable securities
$
3,620

 
$

 
$
3,620

 
 %
 
$
3,887

 
$

 
$
3,887

 
 %
Other income / (expense), net
$
1,021

 
$
(1,828
)
 
$
2,849

 
155.9
 %
 
$
2,919

 
$
(4,445
)
 
$
7,364

 
165.7
 %
Income / (loss) from nonconsolidated affiliates
$
393

 
$
(8
)
 
$
401

 
5,012.5
 %
 
$
737

 
$
(67
)
 
$
804

 
1,200.0
 %
Current tax expense
$
(272
)
 
$
(225
)
 
$
(47
)
 
(20.9
)%
 
$
(486
)
 
$
(399
)
 
$
(87
)
 
(21.8
)%
Deferred tax benefit / (expense)
$
96

 
$
(112
)
 
$
208

 
(185.7
)%
 
$
313

 
$
235

 
$
78

 
33.2
 %
Preferred return to preferred OP units / equity
$
1,718

 
$
1,103

 
$
615

 
55.8
 %
 
$
3,041

 
$
2,183

 
$
858

 
39.3
 %
Amounts attributable to noncontrolling interests
$
2,585

 
$
2,227

 
$
358

 
16.1
 %
 
$
3,626

 
$
4,321

 
$
(695
)
 
(16.1
)%
Preferred stock distribution
$
428

 
$
432

 
$
(4
)
 
(0.9
)%
 
$
860

 
$
873

 
$
(13
)
 
(1.5
)%

(1)  Includes interest expense and interest on mandatorily redeemable preferred OP units / equity

Ancillary revenues, net - for the three and six months ended June 30, 2019, increased primarily due to RV vacation home rental income as a result of increased acquisitions as compared to the same period in 2018.

Interest income - for the three and six months ended June 30, 2019, decreased primarily due to a decrease in our interest bearing receivables as compared to the same period in 2018. Refer to Note 4, “Collateralized Receivables and Transfers of Financial Assets,” and Note 5, “Notes and Other Receivables” of our accompanying Consolidated Financial Statements for additional information.

Brokerage commissions and other revenues, net - for the three months ended June 30, 2019, increased primarily due to a $0.8 million increase in brokerage commissions and a decrease in loan loss reserve estimates, as compared to the same period in 2018. For the six months ended June 30, 2019, increased primarily due to a $1.6 million increase in brokerage commissions, a $1.0 million decrease in loan loss reserve estimates and a $0.9 million increase in dividend income from our investment in marketable securities, as compared to the same period in 2018.

Home selling expenses - decreased primarily due to a 1.7 percent decrease and 3.1 percent decrease in total homes sold for the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018.

General and administrative expenses - for the three and six months ended June 30, 2019, increased primarily due to an increase in wages and incentives as compared to the same periods in 2018.

Catastrophic weather related charges, net - for the six months ended June 30, 2019, the catastrophic weather related charges, net was favorable due to $2.2 million adjustment of insurance recovery estimates, related to our Florida Keys communities in 2018 compared to estimated damage losses for recent weather events of $1.0 million in 2019.


38




Depreciation and amortization - for the three and six months ended June 30, 2019, increased as a result of our recent property acquisitions and ongoing expansion and development activities. Refer to Note 3, “Real Estate Acquisitions” of our accompanying Consolidated Financial Statements for additional information.

Loss on extinguishment of debt - for the three and six months ended June 30, 2019, decreased primarily due to lower prepayment penalties related to debt and financing activity as compared to 2018. Refer to Note 9, “Debt and Lines of Credit” of our accompanying Consolidated Financial Statements for additional information.

Interest expense - for the three and six months ended June 30, 2019, increased primarily due to a net increase in mortgage interest expense as a result of our recent acquisitions and an increase in interest expense on our line of credit due a higher average balance for the quarter and year ended June 30, 2019 as compared to 2018. Refer to Note 9, “Debt and Lines of Credit,” in our accompanying Consolidated Financial Statements for additional information.

Remeasurement of marketable securities - for the three and six months ended June 30, 2019, was $3.6 million and $3.8 million remeasurement loss from our investment in marketable securities. Refer to Note 15, “Fair Value of Financial Instruments,” in our accompanying Consolidated Financial Statements for additional information.
  
Other income / (expense), net - for the three months ended June 30, 2019, was primarily due to a foreign currency translation gain of $1.1 million as compared to a foreign currency translation loss of $1.7 million during the same period in 2018. In the six months ended June 30, 2019, other income / (expense) was primarily due to a foreign currency translation gain of $3.1 million as compared to a foreign currency translation loss of $4.2 million during the same period in 2018.

Income / (loss) from nonconsolidated affiliates - for the three and six months ended June 30, 2019, was $0.4 million and $0.7 million income respectively, primarily from our investment in GTSC, partially offset by losses at RezPlot. Refer to Note 7, “Investment in Affiliates,” of our accompanying Consolidated Financial Statements for additional information.

Current tax expense - Refer to Note 13, “Income Taxes,” of our accompanying Consolidated Financial Statements for additional information.

Deferred tax benefit / (expense) - Refer to Note 13, “Income Taxes,” of our accompanying Consolidated Financial Statements for additional information.


39




Funds From Operations

The following table reconciles net income to FFO data for diluted purposes for the three and six months ended June 30, 2019 and 2018 (in thousands, except per share amounts):
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Net income attributable to Sun Communities, Inc. common stockholders:
$
40,385

 
$
20,408

 
$
74,716

 
$
50,394

Adjustments
 
 
 
 
 
 
 
Depreciation and amortization
76,294

 
67,977

 
153,006

 
134,623

Remeasurement of marketable securities
(3,620
)
 

 
(3,887
)
 

Amounts attributable to noncontrolling interests
2,158

 
2,089

 
2,881

 
3,978

Preferred return to preferred OP units
537

 
552

 
1,064

 
1,105

Preferred distribution to Series A-4 preferred stock
428

 
432

 
860

 
873

Gain on disposition of assets, net
(8,070
)
 
(5,835
)
 
(13,749
)
 
(10,374
)
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1)

108,112

 
85,623

 
214,891

 
180,599

Adjustments
 
 
 
 
 
 
 
Other acquisition related costs (2)
366

 
301

 
526

 
436

Loss on extinguishment of debt
70

 
1,522

 
723

 
1,718

Debt premium write-off

 
(209
)
 

 
(991
)
Catastrophic weather related charges, net
194

 
53

 
976

 
(2,160
)
Loss of earnings - catastrophic weather related (3)
377

 
325

 
377

 
650

Other (income) / expense, net
(1,021
)
 
1,828

 
(2,919
)
 
4,445

Ground lease intangible write-off

 
817

 

 
817

Deferred tax benefit
(96
)
 
112

 
(313
)
 
(235
)
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible(1)
$
108,002

 
$
90,372

 
$
214,261

 
$
185,279

 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
87,130

 
79,612

 
86,325

 
79,233

Add
 
 
 
 
 
 
 
Common stock issuable upon conversion of stock options
1

 
2

 
1

 
2

Restricted stock
433

 
502

 
444

 
670

Common OP units
2,487

 
2,735

 
2,605

 
2,738

Common stock issuable upon conversion of Series A-4 preferred stock
467

 
472

 
467

 
472

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

 
75

 
75

 
75

Common stock issuable upon conversion of Series A-1 preferred OP units
793

 
825

 
798

 
831

Weighted average common shares outstanding - fully diluted
91,386

 
84,223

 
90,715

 
84,021

 
 
 
 
 
 
 
 
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted
$
1.18

 
$
1.02

 
$
2.37

 
$
2.15

Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted
$
1.18

 
$
1.07

 
$
2.36

 
$
2.21


(1)    The effect of certain anti-dilutive convertible securities is excluded from these items.
(2) 
These costs represent the expenses incurred to bring recently acquired properties up to our operating standards, including items such as tree trimming and painting costs that do not meet our capitalization policy.
(3) 
Adjustment represents estimated loss of earnings in excess of the applicable business interruption deductible in relation to our three Florida Keys communities that were impaired by Hurricane Irma which had not yet been received from our insurer.

40




LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity demands have historically been, and are expected to continue to be, distributions to our stockholders and the unit holders 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 identify opportunities to expand our development pipeline and acquire existing communities. We finance acquisitions through available cash, secured financing, draws on our lines of credit, the assumption of existing debt on properties, and the issuance of equity securities. We will continue to evaluate acquisition opportunities that meet our criteria. Refer to Note 3, “Real Estate Acquisitions” in our accompanying Consolidated Financial Statements for information regarding recent community acquisitions.

We also intend to continue to strengthen our capital and liquidity positions by focusing 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 lines of credit, and the use of debt and equity offerings under our shelf registration statement. Refer to Note 9, “Debt and Lines of Credit” and Note 10, “Equity and Temporary Equity” in our accompanying Consolidated Financial Statements for additional information.

Our capital expenditures include expansion and development, lot modifications, recurring capital expenditures and rental home purchases.

For the six months ended June 30, 2019 and 2018, expansion and development activities of $121.3 million and $61.3 million, respectively, related to costs consisting primarily of construction of sites and other costs necessary to complete home site improvements.

For the six months ended June 30, 2019 and 2018, lot modification expenditures were $13.9 million and $9.5 million, respectively. These expenditures improve asset quality in our communities and are incurred when an existing home is removed and the site is prepared for a new home (more often than not, a multi-sectional home). These activities, which are mandated by strict manufacturer’s installation requirements and state building codes, include items such as new foundations, driveways, and utility upgrades.

For the six months ended June 30, 2019 and 2018, recurring capital expenditures of $11.1 million and $7.1 million, respectively, related to our continued commitment to the upkeep of our properties.

We invest in the acquisition of homes intended for the Rental Program. Expenditures for these investments depend upon the condition of the markets for repossessions and new home sales, as well as rental homes. We finance certain of our new home purchases with a $12.0 million manufactured home 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 manufactured home floor plan financing and working capital available on our lines of credit.

Our cash flow activities are summarized as follows (in thousands):
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
Net Cash Provided by Operating Activities
$
259,844

 
$
198,682

Net Cash Used for Investing Activities
$
(570,530
)
 
$
(407,491
)
Net Cash Provided by Financing Activities
$
294,019

 
$
222,353

Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
$
443

 
$
(252
)

Cash, cash equivalents and restricted cash decreased by $16.3 million from $62.3 million as of December 31, 2018, to $46.0 million as of June 30, 2019.

Operating Activities

Net cash provided by operating activities increased by $61.1 million from $198.7 million for the six months ended June 30, 2018 to $259.8 million for the six months ended June 30, 2019.

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)

41




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 2018 Annual Report.

Investing Activities

Net cash used for investing activities was $570.5 million for the six months ended June 30, 2019, compared to $407.5 million for the six months ended June 30, 2018. Refer to Note 3, “Real Estate Acquisitions” in our accompanying Consolidated Financial Statements for additional information.

Financing Activities

Net cash provided by financing activities was $294.0 million for the six months ended June 30, 2019, compared to net cash provided by financing activities of $222.4 million for the six months ended June 30, 2018. Refer to Note 9, “Debt and Lines of Credit” and Note 10, “Equity and Temporary Equity” in our accompanying Consolidated Financial Statements for additional information.

Financial Flexibility

In July 2017, we entered into an at the market offering sales agreement (the “Sales Agreement”) with certain sales agents (collectively, the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of up to $450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold from time to time under the Sales Agreement. Through June 30, 2019, we have sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement.

In May 2019, we amended and restated our credit agreement (the “A&R Credit Agreement”) with Citibank, N.A. (“Citibank”) and certain other lenders. Pursuant to the A&R Credit Agreement, we entered into a senior credit facility with Citibank and certain other lenders in the amount of $750.0 million, comprised of a $650.0 million revolving loan, with the ability to use up to $100.0 million for advances in Australian dollars, and a $100.0 million term loan (the “A&R Facility”). The Company has until November 18, 2019 to draw on the term loan. As of June 30, 2019, the Company has not drawn any funds on the term loan. The A&R Credit Agreement has a four-year term ending May 21, 2023, which can be extended for two additional six-month periods, subject to the satisfaction of certain conditions as defined in the credit agreement. The A&R Credit Agreement also provides for, subject to the satisfaction of certain conditions, additional commitments in an amount not to exceed $350.0 million. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $1.1 billion.

The A&R Facility bears interest at a floating rate based on the Eurodollar rate or BBSY Bid rate plus a margin that is determined based on our leverage ratio calculated in accordance with the A&R Credit Agreement, which margin can range from 1.20 percent to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of June 30, 2019, the margin based on our leverage ratio was 1.20 percent on the revolving loan and 1.20 percent on the term loan. We had $71.0 million and zero of borrowings on the revolving loan and the term loans, respectively, as of June 30, 2019.

The A&R 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 does reduce the borrowing amount available. At June 30, 2019 and December 31, 2018, approximately $5.5 million and $3.9 million of availability was used to back standby letters of credit.


42




Pursuant to the terms of the A&R 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 A&R Facility are as follows:
Covenant
 
Requirement
 
As of June 30, 2019
Maximum Leverage Ratio
 
<65.0%
 
26.4%
Minimum Fixed Charge Coverage Ratio
 
>1.40
 
3.14
Minimum Tangible Net Worth
 
>$3,257,121
 
$5,221,696
Maximum Dividend Payout Ratio
 
<95.0%
 
58.2%

We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion and development of communities, and Operating Partnership unit redemptions through the issuance of certain debt or equity securities and/or the collateralization of our properties. At June 30, 2019, we had 197 unencumbered properties, of which 65 support the borrowing base for our $650.0 million revolving loan in our A&R Facility. 

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 MH and RV community industry at the time, including the availability and cost of mortgage debt, our 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 2018 Annual Report and in Part II, Item 1A of this 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, 2019, our net debt to enterprise value was approximately 20.2 percent (assuming conversion of all common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series A-4 preferred OP units, Series C preferred OP units and Series D preferred OP units to shares of common stock). Our debt has a weighted average maturity of approximately 9.9 years and a weighted average interest rate of 4.4 percent.



43




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains various “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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” in Part I, Item IA, contained in our 2018 Annual Report and Item 8.01 in our Current Report on Form 8-K filed February 22, 2019, and our other filings with the SEC, such risks and uncertainties include, but are not limited to:

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;
changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian and the Australian dollar;
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 such as hurricanes, earthquakes, floods and wildfires;
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;
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, except as required by law.
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.

44




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in market factors such as interest rates, foreign currency exchange rates, commodity prices, and equity prices.

Interest Rate 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 that interest rate changes could have on our future cash flows. From time to time, we 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.

Our variable rate debt totaled $76.1 million and $536.8 million as of June 30, 2019 and 2018, respectively, and bears interest at Prime or various LIBOR rates. If Prime or LIBOR increased or decreased by 1.0 percent, our interest expense would have increased or decreased by approximately $1.5 million and $1.4 million for the six months ended June 30, 2019 and 2018, respectively, based on the $307.1 million and $291.5 million average balances outstanding under our variable rate debt facilities, respectively.

Foreign Currency Exchange Rate Risk

Foreign currency exchange rate risk is the risk that fluctuations in currencies against the U.S. dollar will negatively impact our results of operations. We are exposed to foreign currency exchange rate risk as a result of remeasurement and translation of the assets and liabilities of our Canadian properties, and our Australian equity investment and joint venture into U.S. dollars. Fluctuations in foreign currency exchange rates can therefore create volatility in our results of operations and may adversely affect our financial condition.

At June 30, 2019 and December 31, 2018, our stockholder’s equity included $159.2 million and $141.4 million from our Canadian subsidiaries and Australian equity investments, respectively, which represented 4.5 percent and 4.6 percent of total stockholder’s equity, respectively. Based on our sensitivity analysis, a 10.0 percent strengthening of the U.S. dollar against the Canadian and Australian dollar would have caused a reduction of $15.9 million and $14.1 million to our total stockholder’s equity at June 30, 2019 and December 31, 2018, respectively.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (pursuant to Rules 13a-15(e) or 15d-15(e) of the Exchange Act) at June 30, 2019. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2019.

Changes in internal control over financial reporting

There have not been any changes in our internal control over financial reporting during the three months ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

45





PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Refer to “Legal Proceedings” in Part 1 - Item 1 - Note 17, “Commitments and Contingencies” in our accompanying Consolidated Financial Statements.

ITEM 1A.  RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors described in Part 1, Item 1A, “Risk Factors,” in our 2018 Annual Report, Item 8.01 in our Current Report on Form 8-K filed February 22, 2019, and Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q filed April 25, 2019 which could materially affect our business, financial condition or future results. There have been no material changes to the disclosure on these matters as set forth in such reports.

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

Holders of our OP units and Preferred stock have converted the following units during the three months ended June 30, 2019:
 
 
 
 
Three Months Ended
 
 
 
 
June 30, 2019
Series
 
Conversion Rate
 
Units/Shares Converted
Common Stock
Common OP unit
 
1

 
429,644

429,644

Series A-1 preferred OP unit
 
2.439

 
4,000

9,754

Series A-4 preferred OP unit
 
0.4444

 
4,708

2,092

Series A-4 preferred stock
 
0.4444

 
11,288

5,016


All of the above shares of common stock were issued in private placements in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, including Regulation D promulgated thereunder. No underwriters were used in connection with any of such issuances.

46





ITEM 6.  EXHIBITS

Exhibit No.
Description
Method of Filing
10.1

Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on May 24, 2019
31.1
Filed herewith
31.2
Filed herewith
32.1
Filed herewith
101.INS
XBRL Instance Document
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


101.SCH
XBRL Taxonomy Extension Schema Document
Filed herewith
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith


47




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 25, 2019
By:
/s/ Karen J. Dearing
 
 
Karen J. Dearing, Chief Financial Officer and Secretary
(Duly authorized officer and principal financial officer)



48