SUI 2014.03.31 10-Q


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

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014.
 
or

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


Commission file number 1-12616

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


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

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

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

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

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

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

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


Number of shares of Common Stock, $0.01 par value per share, outstanding as of March 31, 2014:  40,394,411





INDEX

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



2



PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

 
(unaudited)
March 31, 2014
 
December 31, 2013
ASSETS
 
 
 
Investment property, net (including $56,427 and $56,805 for consolidated variable interest entities at March 31, 2014 and December 31, 2013; see Note 8)
$
1,864,074

 
$
1,755,052

Cash and cash equivalents
9,305

 
4,753

Inventory of manufactured homes
6,541

 
5,810

Notes and other receivables, net
162,306

 
164,685

Other assets
66,006

 
68,936

TOTAL ASSETS
$
2,108,232

 
$
1,999,236

LIABILITIES
 
 
 
Debt (including $45,024 and $45,209 for consolidated variable interest entities at March 31, 2014 and December 31, 2013; see Note 8)
$
1,408,393

 
$
1,311,437

Lines of credit
16,441

 
181,383

Other liabilities
117,618

 
109,342

TOTAL LIABILITIES
1,542,452

 
1,602,162

Commitments and contingencies

 

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

 
34

Common stock, $0.01 par value. Authorized: 90,000 shares;
Issued and outstanding: 40,394 shares at March 31, 2014 and 36,140 shares at December 31, 2013
404

 
361

Additional paid-in capital
1,329,678

 
1,141,590

Accumulated other comprehensive loss
(277
)
 
(366
)
Distributions in excess of accumulated earnings
(778,766
)
 
(761,112
)
Total Sun Communities, Inc. stockholders' equity
551,073

 
380,507

Noncontrolling interests:
 
 
 
Series A-1 preferred OP units
44,991

 
45,548

Series A-3 preferred OP units
3,463

 
3,463

Common OP units
(33,358
)
 
(31,907
)
Consolidated variable interest entities
(389
)
 
(537
)
Total noncontrolling interests
14,707

 
16,567

TOTAL STOCKHOLDERS’ EQUITY
565,780

 
397,074

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
2,108,232

 
$
1,999,236




See accompanying Notes to Consolidated Financial Statements.


3




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

 
Three Months Ended March 31,
 
2014
 
2013
REVENUES
 
 
 
Income from real property
$
87,497

 
$
79,065

Revenue from home sales
10,123

 
12,856

Rental home revenue
9,402

 
7,361

Ancillary revenues, net
518

 
472

Interest
3,354

 
2,963

Brokerage commissions and other income, net
287

 
196

Total revenues
111,181

 
102,913

COSTS AND EXPENSES
 
 
 
Property operating and maintenance
23,189

 
19,946

Real estate taxes
6,009

 
5,756

Cost of home sales
7,848

 
9,816

Rental home operating and maintenance
5,251

 
4,263

General and administrative - real property
7,813

 
6,790

General and administrative - home sales and rentals
2,499

 
2,435

Acquisition related costs
760

 
1,042

Depreciation and amortization
28,889

 
25,262

Interest
17,590

 
18,864

Interest on mandatorily redeemable debt
803

 
809

Total expenses
100,651

 
94,983

Income before income taxes and distributions from affiliate
10,530

 
7,930

Provision for state income taxes
(69
)
 
(59
)
Distributions from affiliate
400

 
400

Net income
10,861

 
8,271

Less:  Preferred return to Series A-1 preferred OP units
672

 
573

Less:  Preferred return to Series A-3 preferred OP units
45

 
30

Less:  Amounts attributable to noncontrolling interests
784

 
410

Net income attributable to Sun Communities, Inc.
9,360

 
7,258

Less: Series A preferred stock distributions
1,514

 
1,514

Net income attributable to Sun Communities, Inc. common stockholders
$
7,846

 
$
5,744

Weighted average common shares outstanding:
 
 
 
Basic
37,140

 
30,774

Diluted
37,154

 
30,789

Earnings per share:
 
 
 
Basic
$
0.21

 
$
0.19

Diluted
$
0.21

 
$
0.19

 
 
 
 
Distributions per common share:
$
0.65

 
$
0.63

 
 
 
 


See accompanying Notes to Consolidated Financial Statements.






4



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

 
Three Months Ended March 31,
 
2014
 
2013
Net income
$
10,861

 
$
8,271

Unrealized gain on interest rate swaps
97

 
92

Total comprehensive income
10,958

 
8,363

Less: Comprehensive income attributable to the noncontrolling interests
792

 
419

Comprehensive income attributable to Sun Communities, Inc.
$
10,166

 
$
7,944



See accompanying Notes to Consolidated Financial Statements.









































5



SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2014
(Unaudited - dollars in thousands)

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

 
$
361

 
$
1,141,590

 
$
(366
)
 
$
(761,112
)
 
$
16,567

 
$
397,074

Issuance of common stock from exercise of options, net

 

 
53

 

 

 

 
53

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

 
43

 
186,945

 

 

 
(557
)
 
186,431

Share-based compensation - amortization and forfeitures

 

 
1,090

 

 
40

 

 
1,130

Net income

 

 

 

 
10,077

 
784

 
10,861

Unrealized gain on interest rate swaps

 

 

 
89

 

 
8

 
97

Distributions

 

 

 

 
(27,771
)
 
(2,095
)
 
(29,866
)
Balance as of March 31, 2014
$
34

 
$
404

 
$
1,329,678

 
$
(277
)
 
$
(778,766
)
 
$
14,707

 
$
565,780




See accompanying Notes to Consolidated Financial Statements.






























6



SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - dollars in thousands)
 
Three Months Ended
March 31,
 
2014
 
2013
OPERATING ACTIVITIES:
 
 
 
Net income
$
10,861

 
$
8,271

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Gain from dispositions
(983
)
 
(635
)
Loss on valuation of derivative instruments

 
1

Share-based compensation
1,130

 
564

Depreciation and amortization
29,159

 
24,851

Amortization of deferred financing costs
277

 
726

Distributions from affiliate
(400
)
 
(400
)
Change in notes receivable from financed sales of inventory homes, net of repayments
(120
)
 
(5,111
)
Change in inventory, other assets and other receivables, net
1,506

 
1,855

Change in other liabilities
3,244

 
(2,489
)
NET CASH PROVIDED BY OPERATING ACTIVITIES
44,674

 
27,633

INVESTING ACTIVITIES:
 
 
 
Investment in properties
(36,957
)
 
(38,109
)
Acquisitions of properties
(104,142
)
 
(55,618
)
Investment in note receivable of acquired properties

 
(49,441
)
Proceeds related to affiliate dividend distribution
400

 
400

Proceeds related to disposition of land
258

 

Proceeds related to disposition of assets and depreciated homes, net
2,824

 
593

Issuance of notes and other receivables
(1,323
)
 
(347
)
Repayments of notes and other receivables
272

 
183

NET CASH USED FOR INVESTING ACTIVITIES
(138,668
)
 
(142,339
)
FINANCING ACTIVITIES:
 
 
 
Issuance and associated costs of common stock, OP units, and preferred OP units, net
186,431

 
262,134

Net proceeds from stock option exercise
53

 
100

Distributions to stockholders, OP unit holders, and preferred OP unit holders
(26,303
)
 
(21,712
)
Borrowings on lines of credit
148,414

 
149,631

Payments on lines of credit
(313,356
)
 
(179,020
)
Proceeds from issuance of other debt
105,549

 
6,973

Payments on other debt
(3,697
)
 
(70,111
)
Proceeds received from return of prepaid deferred financing costs
2,384

 

Payments for deferred financing costs
(929
)
 
(1,752
)
NET CASH PROVIDED BY FINANCING ACTIVITIES
98,546

 
146,243

Net change in cash and cash equivalents
4,552

 
31,537

Cash and cash equivalents, beginning of period
4,753

 
29,508

Cash and cash equivalents, end of period
$
9,305

 
$
61,045

SUPPLEMENTAL INFORMATION:
 
 
 
Cash paid for interest (net of capitalized interest of $171 and $0, respectively)
$
13,739

 
$
14,674

Cash paid for interest on mandatorily redeemable debt
$
803

 
$
809

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

 
$
92

Reduction in secured borrowing balance
$
4,850

 
$
3,926

Change in distributions declared and outstanding
$
3,563

 
$
4,335

Conversion of Series A-1 preferred OP units
$
556

 
$

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

 
$
3,463

Acquisitions - release of note receivable and accrued interest
$

 
$
49,441


See accompanying Notes to Consolidated Financial Statements.


7

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



1.      Basis of Presentation

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

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

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







8

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


2.      Real Estate Acquisitions

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

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

 
$
36,597

 
$
24,258

 
$
31,301

 
$
105,406

In-place leases and other intangible assets
 

 

 
500

 
790

 
1,290

Other assets
 
9

 
2

 
12

 
4

 
27

Other liabilities
 
(60
)
 
(497
)
 
(1,188
)
 
(836
)
 
(2,581
)
Total identifiable assets and liabilities assumed
 
$
13,199

 
$
36,102

 
$
23,582

 
$
31,259

 
$
104,142

 
 
 
 
 
 
 
 
 
 
 
Consideration
 
 
 
 
 
 
 
 
 
 
Cash consideration transferred
 
$
13,199

 
$
36,102

 
$
23,582

 
$
31,259

 
$
104,142

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

The amount of revenue and net income included in the consolidated statements of operations for the three months ended March 31, 2014 for all acquisitions described above is set forth in the following table (in thousands):
 
Three Months Ended March 31, 2014
 
(unaudited)
Revenue
$
1,053

Net income
$
359








9

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


2.      Real Estate Acquisitions, continued

The following unaudited pro forma financial information presents the results of our operations for the three months ended March 31, 2014 and 2013 as if the properties were acquired on January 1, 2013. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for acquisition costs incurred, management fees and purchase accounting. The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisitions been consummated on January 1, 2013 (in thousands, except per-share data).

 
Three Months Ended March 31,
 
(unaudited)
 
2014
 
2013
Total revenues
$
112,132

 
$
106,100

Net income attributable to Sun Communities, Inc. common stockholders
$
8,684

 
$
7,059

Net income per share attributable to Sun Communities, Inc. common stockholders - basic
$
0.23

 
$
0.23

Net income per share attributable to Sun Communities, Inc. common stockholders - diluted
$
0.23

 
$
0.23


Acquisition related costs of approximately $0.8 million and $1.0 million have been incurred for the three months ended March 31, 2014 and 2013, respectively, and are presented as “Acquisition related costs” in our consolidated statements of operations.


3.      Investment Property

The following table sets forth certain information regarding investment property (in thousands):
 
 
March 31, 2014
 
December 31, 2013
Land
 
$
212,901

 
$
194,404

Land improvements and buildings
 
1,897,386

 
1,806,546

Rental homes and improvements
 
414,782

 
393,562

Furniture, fixtures, and equipment
 
67,432

 
65,086

Land held for future development
 
29,521

 
29,521

Investment property
 
2,622,022

 
2,489,119

Accumulated depreciation
 
(757,948
)
 
(734,067
)
Investment property, net
 
$
1,864,074

 
$
1,755,052


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

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


10

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


4.      Transfers of Financial Assets

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

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

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

The transferred assets have been classified as collateralized receivables in Notes and Other Receivables (see Note 5), and the cash proceeds received from these transactions have been classified as a secured borrowing in Debt (see Note 9) within the consolidated balance sheets. The balance of the collateralized receivables was $111.4 million (net of allowance of $0.8 million) and $109.8 million (net of allowance of $0.7 million) as of March 31, 2014 and December 31, 2013, respectively.  The outstanding balance on the secured borrowing was $112.2 million and $110.5 million as of March 31, 2014 and December 31, 2013, respectively.

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

 
Three Months Ended
 
March 31, 2014
Beginning balance
$
110,510

Financed sales of manufactured homes
6,548

Principal payments and payoffs from our customers
(1,854
)
Principal reduction from repurchased homes
(2,996
)
Total activity
1,698

Ending balance
$
112,208


The collateralized receivables earn interest income, and the secured borrowings accrue interest expense at the same interest rates. The amount of interest income and expense recognized was $2.7 million and $2.4 million for the three months ended March 31, 2014 and 2013, respectively.  



11

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


5.      Notes and Other Receivables

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

 
 
March 31, 2014
 
December 31, 2013
Installment notes receivable on manufactured homes, net
 
$
24,385

 
$
25,471

Collateralized receivables, net (see Note 4)
 
111,442

 
109,821

Other receivables, net
 
26,479

 
29,393

Total notes and other receivables, net
 
$
162,306

 
$
164,685


Installment Notes Receivable on Manufactured Homes

The installment notes of $24.4 million (net of allowance of $0.1 million) and $25.5 million (net of allowance of $0.1 million) as of March 31, 2014 and December 31, 2013, respectively, are collateralized by manufactured homes. The notes represent financing provided by us to purchasers of manufactured homes primarily located in our communities and require monthly principal and interest payments. The notes have a net weighted average interest rate and maturity of 10.3% and 11.8 years as of March 31, 2014, and 8.9% and 11.9 years as of December 31, 2013.

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

 
Three Months Ended
 
March 31, 2014
Beginning balance
$
25,575

Financed sales of manufactured homes
62

Principal payments and payoffs from our customers
(731
)
Principal reduction from repossessed homes
(389
)
Total activity
(1,058
)
Ending balance
$
24,517


Collateralized Receivables

Collateralized receivables represent notes receivable that were transferred to a third party, but did not meet the requirements for sale accounting (see Note 4). The receivables have a balance of $111.4 million (net of allowance of $0.8 million) and $109.8 million (net of allowance of $0.7 million ) as of March 31, 2014 and December 31, 2013, respectively.  The receivables have a net weighted average interest rate and maturity of 10.6% and 13.7 years as of March 31, 2014, and 10.7% and 13.6 years as of December 31, 2013.

Allowance for Losses for Collateralized and Installment Notes Receivable

The following table sets forth the allowance for collateralized and installment notes receivable as of March 31, 2014 (in thousands).

 
Three Months Ended
 
March 31, 2014
Beginning balance
$
(793
)
Lower of cost or market write-downs
149

Increase to reserve balance
(254
)
Total activity
(105
)
Ending balance
$
(898
)




12

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


5.      Notes and Other Receivables, continued

Other Receivables

As of March 31, 2014, other receivables were comprised of amounts due from residents for rent and water and sewer usage of $4.7 million (net of allowance of $0.5 million), home sale proceeds of $5.0 million, insurance receivables of $2.4 million, insurance settlement of $3.7 million, rebates and other receivables of $4.2 million and two notes receivable of $4.3 million and $2.2 million. The $4.3 million note bears interest at LIBOR plus 475 basis points, is secured by senior mortgages on two RV communities, a pledge of $4.0 million in Series A-3 Preferred OP Units, a subordinated interest in cash collateral account and equity interests in another RV community and is due on May 31, 2014.  The $2.2 million note bears interest at 8.0% for the first two years and 7.9% for the remainder of the loan, is secured by the senior mortgage on one manufactured housing ("MH") community and a deed of land, and is due on December 31, 2016. As of December 31, 2013, other receivables were comprised of amounts due from residents for rent and water and sewer usage of $6.9 million (net of allowance of $0.7 million), home sale proceeds of $5.7 million, insurance receivables of $2.0 million, insurance settlement of $3.7 million, rebates and other receivables of $4.6 million and two notes receivable of $4.3 million and $2.2 million.

6.
Intangible Assets

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

 
$
(9,130
)
 
$
26,961

 
$
(8,239
)
Capitalized leasing costs greater than 1 year
 
7 years
 
12,940

 
(5,543
)
 
13,359

 
(6,757
)
Franchise fees
 
15 years
 
770

 
(48
)
 
770

 
(29
)
Total
 
 
 
$
41,961

 
$
(14,721
)
 
$
41,090

 
$
(15,025
)

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

The aggregate net amortization expenses related to the intangible assets are as follows (in thousands):
 
 
Three Months Ended March 31,
Intangible Asset
 
2014
 
2013
In-place leases
 
$
891

 
$
730

Capitalized leasing costs greater than 1 year
 
356

 
354

Franchise fees
 
31

 

Total
 
$
1,278

 
$
1,084









13

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


7.      Investment in Affiliates

Origen Financial Services, LLC (“OFS LLC”)

At March 31, 2014 and 2013, we had a 22.9% ownership interest in OFS LLC, an entity formed to originate manufactured housing installment contracts.  We have suspended equity accounting as the carrying value of our investment is zero.

Origen Financial, Inc. (“Origen”)

Through Sun OFI, LLC, a taxable REIT subsidiary, we own 5,000,000 shares of common stock of Origen which approximates an ownership interest of 19%. Although it is no longer originating or servicing loans, Origen continues to manage an existing portfolio of manufactured home loans and asset backed securities. We have suspended equity accounting for this investment as the carrying value of our investment is zero. We do, however, receive income from dividends on our shares of Origen common stock.  Per Origen's earnings release dated February 19, 2014, the dividend payment represented a return of capital. Our investment in Origen had a market value of approximately $6.7 million based on a quoted market closing price of $1.33 per share from the OTC Pink Marketplace as of March 31, 2014.

The following table sets forth certain summarized unaudited financial information for Origen (amounts in thousands):

 
Three Months Ended March 31,
 
(unaudited)
 
2014
 
2013
Revenues
$
11,207

 
$
12,673

Expenses
(11,304
)
 
(14,519
)
Net loss
$
(97
)
 
$
(1,846
)



14

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


8.      Consolidated Variable Interest Entities

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

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

 
March 31, 2014
 
December 31, 2013
ASSETS
 
 
 
Investment property, net
$
56,427

 
$
56,805

Other assets
3,798

 
3,926

   Total Assets
$
60,225

 
$
60,731

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Debt
$
45,024

 
$
45,209

Other liabilities
7,666

 
6,564

Noncontrolling interests
(389
)
 
(537
)
   Total Liabilities and Stockholders' Equity
$
52,301

 
$
51,236


Investment property, net and other assets related to the consolidated VIEs comprised approximately 2.9% and 3.0% of our consolidated total assets and debt and other liabilities comprised approximately 3.4% and 3.2% of our consolidated total liabilities at March 31, 2014 and December 31, 2013, respectively. Noncontrolling interest related to the consolidated VIEs comprised less than 1.0% of our consolidated total equity at March 31, 2014 and December 31, 2013.

9.      Debt and Lines of Credit

The following table sets forth certain information regarding debt (in thousands):
 
Principal
Outstanding
 
Weighted Average
Years to Maturity
 
Weighted Average
Interest Rates
 
March 31,
2014
 
December 31, 2013
 
March 31, 2014
 
December 31, 2013
 
March 31,
2014
 
December 31, 2013
Collateralized term loans - CMBS
$
643,096

 
$
644,844

 
5.9
 
6.1
 
5.4
%
 
5.4
%
Collateralized term loans - FNMA
364,966

 
366,019

 
7.9
 
8.1
 
3.1
%
 
3.6
%
Collateralized term loans - Northwestern
98,862

 

 
10.6
 
N/A
 
4.2
%
 
N/A

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

 
47,022

 
7.6
 
7.6
 
6.9
%
 
6.9
%
Secured borrowing (see Note 4)
112,208

 
110,510

 
13.6
 
13.5
 
10.6
%
 
10.7
%
Mortgage notes, other
142,239

 
143,042

 
5.8
 
6.0
 
4.6
%
 
4.6
%
Total debt
$
1,408,393

 
$
1,311,437

 
7.3
 
7.2
 
5.1
%
 
5.0
%

Collateralized Term Loans

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

15

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



9.      Debt and Lines of Credit, continued

The collateralized term loans totaling $1.1 billion as of March 31, 2014, are secured by 99 properties comprised of 40,256 sites representing approximately $707.0 million of net book value.

Aspen Preferred OP Units and Series B-3 Preferred OP units

The Aspen preferred OP units are convertible into 526,212 common shares based on a conversion price of $68 per share with a redemption date of January 1, 2024. The current preferred rate is 6.5%.

Secured Borrowing

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

Mortgage Notes

The mortgage notes totaling $142.2 million as of March 31, 2014, are collateralized by 18 properties comprised of 7,868 sites representing approximately $241.9 million of net book value.

Lines of Credit

We have a senior secured revolving credit facility with Citibank, N.A. and certain other lenders in the amount of $350.0 million (the "Facility"). The Facility has a four year term ending May 15, 2017, which can be extended for one additional year at our option, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit agreement also provides for, subject to the satisfaction of certain conditions, additional commitments in an amount not to exceed $250.0 million. The Facility bears interest at a floating rate based on the Eurodollar rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement, which can range from 1.65% to 2.90%. Based on our calculation of the leverage ratio as of March 31, 2014, the margin was 1.65%. At March 31, 2014 and December 31, 2013, we had approximately $15.0 million and $178.1 million respectively, outstanding under the Facility. At March 31, 2014 and December 31, 2013, approximately $2.0 million and $2.7 million, respectively, of availability was used to back standby letters of credit.

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

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

Lastly, we have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us a twelve month notice of their intent to terminate the agreement. The interest rate is 100 basis points over the greater of the prime rate as quoted in the Wall Street Journal on the first business day of each month or 6.0%. At March 31, 2014, the effective interest rate was 7.0%.  The outstanding balance was $1.4 million and $3.3 million at March 31, 2014 and December 31, 2013, respectively.

Covenants

The most restrictive of our debt agreements place limitations on secured borrowings and contain minimum fixed charge coverage, leverage, distribution and net worth requirements. At March 31, 2014, we were in compliance with all covenants.


16

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


10.      Equity Transactions

In March 2014, we closed an underwritten registered public offering of 4,200,000 shares of common stock at a price of $44.45 per share. Subsequent to quarter end, on April 8, 2014, the underwriters exercised their greenshoe option of 630,000 shares of common stock at a price of $44.45 less the declared dividend of $0.65 per share. Net proceeds from the offering were $214.0 million after deducting underwriting discounts and the expenses related to the offering, of which $27.6 million was subsequent to the three months ended March 31, 2014. We used the net proceeds of the offering to repay borrowings outstanding under the Facility and intend to use any remaining net proceeds to fund possible future acquisitions of properties and for working capital and general corporate purposes.

In November 2004, our Board of Directors authorized us to repurchase up to 1,000,000 shares of our common stock.  We have 400,000 common shares remaining in the repurchase program.  No common shares were repurchased during the three months ended March 31, 2014 or 2013.  There is no expiration date specified for the buyback program.
 
Common OP unit holders can convert their common OP units into an equivalent number of shares of common stock at any time.  During the three months ended March 31, 2014 and 2013, there were no common OP units converted to shares of common stock.

Subject to certain limitations, Series A-1 preferred OP unit holders may convert their Series A-1 preferred OP units to shares of our common stock at any time. During the three months ended March 31, 2014, holders of Series A-1 preferred OP units converted 9,777 units to 23,846 shares of common stock. No such units were converted during the three months ended March 31, 2013.

Cash distributions of $0.65 per share were declared for the quarter ended March 31, 2014. On April 17, 2014, cash payments of approximately $27.6 million for aggregate distributions were made to common stockholders, common OP unitholders and restricted stockholders of record as of March 31, 2014. In addition, cash distributions of $0.4453 per share were declared on the Company's Series A cumulative redeemable preferred stock. On April 15, 2014, cash payments of approximately $1.5 million for aggregate distributions were made to Series A cumulative redeemable preferred stockholders of record as of April 2, 2014.


11.      Share-Based Compensation

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

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

During the three months ended March 31, 2014, 2,253 shares of common stock were issued in connection with the exercise of stock options and the net proceeds received were $0.1 million.

The vesting requirements for 5,000 restricted shares granted to our employees were satisfied during the three months ended March 31, 2014.


17

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


12.     Segment Reporting

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

Transactions between our segments are eliminated in consolidation.  Transient RV revenue is included in Real Property Operations’ revenues and is expected to approximate $28.9 million annually. This transient revenue was recognized 27.7% in the first quarter and is expected to be recognized 18.3% in the second quarter, 40.7% in the third quarter and 13.3% in the fourth quarter of 2014. In 2013, transient revenue was $17.4 million and was recognized 40.0% in the first quarter, 15.0% in the second quarter, 30.0% in the third quarter and 15.0% in the fourth quarter.

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

 
Three Months Ended March 31, 2014
 
Three Months Ended March 31, 2013
 
Real Property Operations
 
Home Sales and Home Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Home Rentals
 
Consolidated
Revenues
$
87,497

 
$
19,525

 
$
107,022

 
$
79,065

 
$
20,217

 
$
99,282

Operating expenses/Cost of sales
29,198

 
13,099

 
42,297

 
25,702

 
14,079

 
39,781

Net operating income/Gross profit
58,299

 
6,426

 
64,725

 
53,363

 
6,138

 
59,501

Adjustments to arrive at net income (loss):
 
 
 
 
 
 
 
 
 
 
 
Ancillary, interest and other income, net
4,159

 

 
4,159

 
3,631

 

 
3,631

General and administrative
(7,813
)
 
(2,499
)
 
(10,312
)
 
(6,790
)
 
(2,435
)
 
(9,225
)
Acquisition related costs
(752
)
 
(8
)
 
(760
)
 
(1,042
)
 

 
(1,042
)
Depreciation and amortization
(18,356
)
 
(10,533
)
 
(28,889
)
 
(16,796
)
 
(8,466
)
 
(25,262
)
Interest
(17,588
)
 
(2
)
 
(17,590
)
 
(18,555
)
 
(309
)
 
(18,864
)
Interest on mandatorily redeemable debt
(803
)
 

 
(803
)
 
(809
)
 

 
(809
)
Distributions from affiliate
400

 

 
400

 
400

 

 
400

Provision for state income taxes
(69
)
 

 
(69
)
 
(59
)
 

 
(59
)
Net income (loss)
17,477

 
(6,616
)
 
10,861

 
13,343

 
(5,072
)
 
8,271

Less:  Preferred return to A-1 preferred OP units
672

 

 
672

 
573

 

 
573

Less: Preferred return to A-3 preferred OP units
45

 

 
45

 
30

 

 
30

Less:  Amounts attributable to noncontrolling interests
1,325

 
(541
)
 
784

 
896

 
(486
)
 
410

Net income (loss) attributable to Sun Communities, Inc.
15,435

 
(6,075
)
 
9,360

 
11,844

 
(4,586
)
 
7,258

Less: Series A preferred stock distributions
1,514

 

 
1,514

 
1,514

 

 
1,514

Net income (loss) attributable to Sun Communities, Inc. common stockholders
$
13,921

 
$
(6,075
)
 
$
7,846

 
$
10,330

 
$
(4,586
)
 
$
5,744









18

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





12.     Segment Reporting, continued
 
 
March 31, 2014
 
December 31, 2013
 
Real Property Operations
 
Home Sales and Home Rentals
 
Consolidated
 
Real Property Operations
 
Home Sales and Home Rentals
 
Consolidated
Identifiable assets:
 
 
 
 
 
 
 
 
 
 
 
Investment property, net
$
1,553,798

 
$
310,276

 
$
1,864,074

 
$
1,460,628

 
$
294,424

 
$
1,755,052

Cash and cash equivalents
9,227

 
78

 
9,305

 
5,336

 
(583
)
 
4,753

Inventory of manufactured homes

 
6,541

 
6,541

 

 
5,810

 
5,810

Notes and other receivables
154,227

 
8,079

 
162,306

 
154,524

 
10,161

 
164,685

Other assets
61,186

 
4,820

 
66,006

 
64,342

 
4,594

 
68,936

Total assets
$
1,778,438

 
$
329,794

 
$
2,108,232

 
$
1,684,830

 
$
314,406

 
$
1,999,236


13.     Income Taxes

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

Qualification as a REIT involves the satisfaction of numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the area of REIT taxation which requires us to continually monitor our tax status. We analyzed the various REIT tests and confirmed that we continued to qualify as a REIT for the quarter ended March 31, 2014.

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

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

We had no unrecognized tax benefits as of March 31, 2014 and 2013. We expect no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of March 31, 2014.

We classify certain state taxes as income taxes for financial reporting purposes.  We record Texas Margin Tax as income tax in our financial statements, and we recorded a provision for state income taxes of approximately $0.1 million for the three months ended March 31, 2014 and 2013.
 
14.     Earnings Per Share

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

Computations of basic and diluted earnings per share from continuing operations were as follows (in thousands, except per share data):
 
 
Three Months Ended March 31,
Numerator
 
2014
 
2013
Net income attributable to common stockholders
 
$
7,846

 
$
5,744

Denominator
 
 
 
 
Weighted average common shares outstanding
 
36,495

 
30,427

Weighted average unvested restricted stock outstanding
 
645

 
347

Basic weighted average common shares and unvested restricted stock outstanding
 
37,140

 
30,774

Add: dilutive securities
 
14

 
15

Diluted weighted average common shares and securities
 
37,154

 
30,789

Earnings per share available to common stockholders:
 
 
 
 
Basic
 
$
0.21

 
$
0.19

Diluted
 
$
0.21

 
$
0.19


We excluded certain securities from the computation of diluted earnings per share because the inclusion of these securities would have been anti-dilutive for the periods presented.  The following table presents the number of outstanding potentially dilutive securities that were excluded from the computation of diluted earnings per share for the three months ended March 31, 2014 and 2013 (amounts in thousands):

19

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


 
 
Three Months Ended March 31,
 
 
2014
 
2013
Common OP units
 
2,069

 
2,069

Series A-1 preferred OP units
 
446

 
455

Series A-3 preferred OP units
 
40

 
40

Aspen preferred OP units
 
1,325

 
1,325

Total securities
 
3,880

 
3,889





20

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


15.     Derivative Instruments and Hedging Activities

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

The following table provides the terms of our interest rate derivative contracts that were in effect as of March 31, 2014:
Type
 
Purpose
 
Effective Date
 
Maturity Date
 
 Notional
 (in millions)
 
Based on
 
Variable Rate
 
Fixed Rate
 
Spread
 
Effective Fixed Rate
Cap
 
Cap Floating Rate
 
4/1/2012
 
4/1/2015
 
$
152.4

 
3 Month LIBOR
 
0.2466%
 
11.2650%
 
—%
 
N/A
Cap
 
Cap Floating Rate
 
10/3/2011
 
10/3/2016
 
$
10.0

 
3 Month LIBOR
 
0.2466%
 
11.0200%
 
—%
 
N/A

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

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

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

 
$

 
Other liabilities
 
$

 
$
97

Total derivatives designated as hedging instruments
 
 
$

 
$

 
 
 
$

 
$
97


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

Our hedges were highly effective and had minimal effect on income.  The following tables summarize the impact of derivative instruments for the three months ended March 31, 2014 and 2013 as recorded in the consolidated statements of operations (in thousands):
Derivatives in
Cash Flow Hedging
 
Amount of Gain or
(Loss) Recognized in
OCI (Effective Portion)
 
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
 
 
Three Months Ended
March 31,
 
 
 
Three Months Ended
March 31,
 
 
2014
 
2013
 
 
 
2014
 
2013
Interest rate swaps and cap agreement
 
$
97

 
$
92

 
Interest expense
 
$

 
$

Total
 
$
97

 
$
92

 
Total
 
$

 
$


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

21

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



15.     Derivative Instruments and Hedging Activities, continued

To the extent that the hedging relationship is not effective or does not qualify as a cash flow hedge, the ineffective portion is recorded in interest expense. Hedges that received designated hedge accounting treatment are evaluated for effectiveness at the time that they are designated as well as through the hedging period. No gain or loss was recognized in the consolidated financial
statements related to hedge ineffectiveness or to amounts excluded from effectiveness testing on our cash flow hedge during the three months ended March 31, 2014 or 2013.

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

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

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

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

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

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

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

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

Installment Notes on Manufactured Homes
The net carrying value of the installment notes on manufactured homes estimates the fair value as the interest rates in the portfolio are comparable to current prevailing market rates (Level 2). See Note 5 for Installment Notes.
 
Long Term Debt and Lines of Credit
The fair value of long term debt (excluding the secured borrowing) is based on the estimates of management and on rates currently quoted and rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). See Note 9 for Long-Term Debt and Lines of Credit.

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

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

22

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



16.    Fair Value of Financial Instruments, continued

The table below sets forth our financial assets and liabilities that required disclosure of their fair values on a recurring basis and presents the carrying values and fair values as of March 31, 2014 and December 31, 2013 that were measured using the valuation techniques described above. The table excludes other financial instruments such as cash and cash equivalents, accounts receivable, and accounts payable because the carrying values associated with these instruments approximate fair value since their maturities are less than one year.
 
 
March 31, 2014
 
December 31, 2013
Financial assets
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Installment notes on manufactured homes, net
 
$
24,385

 
$
24,385

 
$
25,471

 
$
25,471

Collateralized receivables, net
 
$
111,442

 
$
111,442

 
$
109,821

 
$
109,821

Financial liabilities
 
 
 
 
 
 
 
 
Derivative instruments
 
$

 
$

 
$
97

 
$
97

Debt (excluding secured borrowing)
 
$
1,296,185

 
$
1,308,413

 
$
1,200,927

 
$
1,211,821

Secured borrowing
 
$
112,208

 
$
112,208

 
$
110,510

 
$
110,510

Lines of credit
 
$
16,441

 
$
16,441

 
$
181,383

 
$
181,383


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

17.     Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" ("ASU 2014-08"). ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidance does not change the presentation requirements for discontinued operations in the statement where net income is presented. ASU 2014-08 also requires the reclassification of assets and liabilities of a discontinued operation in the statement of financial position for all prior periods presented. The standard expands the disclosures for discontinued operations and requires new disclosures related to individually material disposals that do not meet the definition of a discontinued operation, an entity's continuing involvement with a discontinued operation following the disposal date and retained equity method investments in a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 and interim periods within annual periods beginning on or after December 15, 2015. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue. The Company has chosen to early adopt this pronouncement and will apply the guidance to future applicable disposals or discontinued operations, if any.


23

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


18.    Commitments and Contingencies

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

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

19. Subsequent Event

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

In April 2014, we acquired Saco/Old Orchard Beach KOA RV resort with 127 sites located in Saco, Maine, for a purchase price of approximately $4.4 million. The initial accounting and purchase price allocation for this business acquisition will be completed during the second quarter of 2014.


24

SUN COMMUNITIES, INC.


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

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

OVERVIEW

We are a fully integrated, self-administered and self-managed REIT. We own, operate, and develop MH and RV communities concentrated in the midwestern, southern, southeastern and northeastern United States. As of March 31, 2014, we owned and operated a portfolio of 192 developed properties located in 27 states, including 150 MH communities, 31 RV communities, and 11 properties containing both MH and RV sites.

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

SIGNIFICANT ACCOUNTING POLICIES

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

SUPPLEMENTAL MEASURES

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

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

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

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

25

SUN COMMUNITIES, INC.


RESULTS OF OPERATIONS

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

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

The following table summarizes our consolidated financial results for the three months ended March 31, 2014 and 2013 (in thousands):

 
 
Three Months Ended March 31,
 
 
2014
 
2013
Real Property NOI
 
$
58,299

 
$
53,363

Rental Program NOI
 
17,253

 
13,863

Home Sales NOI/Gross Profit
 
2,275

 
3,040

Site rent from Rental Program (included in Real Property NOI)
 
(13,102
)
 
(10,765
)
NOI/Gross profit
 
64,725

 
59,501

Adjustments to arrive at net income:
 
 
 
 
Other revenues
 
4,159

 
3,631

General and administrative
 
(10,312
)
 
(9,225
)
Acquisition related costs
 
(760
)
 
(1,042
)
Depreciation and amortization
 
(28,889
)
 
(25,262
)
Interest expense
 
(18,393
)
 
(19,673
)
Provision for state income taxes
 
(69
)
 
(59
)
Distributions from affiliate
 
400

 
400

Net income
 
10,861

 
8,271

Less:  Preferred return to A-1 preferred OP units
 
672

 
573

Less: Preferred return to A-3 preferred OP units
 
45

 
30

Less:  Amounts attributable to noncontrolling interests
 
784

 
410

Net income attributable to Sun Communities, Inc.
 
9,360

 
7,258

Less: Series A Preferred Stock Distributions
 
1,514

 
1,514

Net income attributable to Sun Communities, Inc. common stockholders
 
$
7,846

 
$
5,744




26

SUN COMMUNITIES, INC.


REAL PROPERTY OPERATIONS – TOTAL PORTFOLIO

The following tables reflect certain financial and other information for our Total Portfolio as of and for the three months ended March 31, 2014 and 2013:
 
 
Three Months Ended March 31,
Financial Information (in thousands)
 
2014
 
2013
 
Change
 
% Change
Income from Real Property
 
$
87,497

 
$
79,065

 
$
8,432

 
10.7
%
Property operating expenses:
 
 
 
 
 
 
 
 
Payroll and benefits
 
6,501

 
5,983

 
518

 
8.7
%
Legal, taxes & insurance
 
1,338

 
1,206

 
132

 
10.9
%
Utilities
 
10,580

 
9,103

 
1,477

 
16.2
%
Supplies and repair
 
2,316

 
1,704

 
612

 
35.9
%
Other
 
2,454

 
1,950

 
504

 
25.8
%
Real estate taxes
 
6,009

 
5,756

 
253

 
4.4
%
Property operating expenses
 
29,198

 
25,702

 
3,496

 
13.6
%
Real Property NOI
 
$
58,299

 
$
53,363

 
$
4,936

 
9.2
%

 
 
As of March 31,
Other Information
 
2014
 
2013
 
Change
Number of properties
 
192

 
183

 
9

Developed sites
 
71,891

 
67,431

 
4,460

Occupied sites (1) (2)
 
57,144

 
53,387

 
3,757

Occupancy % (1)
 
90.2
%
 
88.6
%
 
1.6
%
Weighted average monthly rent per site - MH
 
$
448

 
$
436

 
$
12

Weighted average monthly rent per site - RV (3)
 
$
384

 
$
384

 
$

Weighted average monthly rent per site - Total
 
$
439

 
$
431

 
$
8

Sites available for development
 
6,166

 
6,969

 
(803
)

(1)   
Occupied sites and occupancy % include MH and annual RV sites, and exclude transient RV sites.
(2)  
Occupied sites include 1,125 sites acquired in 2014 and 1,619 sites acquired in 2013.
(3) 
Weighted average rent pertains to annual RV sites and excludes transient RV sites.

The 9.2% increase in Real Property NOI consists of $1.4 million from newly acquired properties and $3.5 million from same site properties as detailed below.



27

SUN COMMUNITIES, INC.


REAL PROPERTY OPERATIONS – SAME SITE

A key management tool used when evaluating performance and growth of our properties is a comparison of Same Site communities. Same Site communities consist of properties owned and operated for the same period in both years for the three months ended March 31, 2014 and 2013.  The Same Site data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions, or unique situations.

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

The following tables reflect certain financial and other information for our Same Site communities as of and for the three months ended March 31, 2014 and 2013:
 
 
Three Months Ended March 31,
Financial Information (in thousands)
 
2014
 
2013
 
Change
 
% Change
Income from Real Property
 
$
78,279

 
$
73,308

 
$
4,971

 
6.8
 %
Property operating expenses:
 
 
 
 
 
 
 
 
Payroll and benefits
 
5,804

 
5,774

 
30

 
0.5
 %
Legal, taxes & insurance
 
1,261

 
1,175

 
86

 
7.3
 %
Utilities
 
4,998

 
4,390

 
608

 
13.8
 %
Supplies and repair
 
2,213

 
1,687

 
526

 
31.2
 %
Other
 
2,124

 
1,890

 
234

 
12.4
 %
Real estate taxes
 
5,654

 
5,663

 
(9
)
 
(0.2
)%
Property operating expenses
 
22,054

 
20,579

 
1,475

 
7.2
 %
Real Property NOI
 
$
56,225

 
$
52,729

 
$
3,496

 
6.6
 %

 
 
As of March 31,
Other Information
 
2014
 
2013
 
Change
Number of properties
 
173

 
173

 

Developed sites
 
64,358

 
63,914

 
444

Occupied sites (1)
 
53,480

 
51,779

 
1,701

Occupancy % (1) (2)
 
89.9
%
 
88.6
%
 
1.3
%
Weighted average monthly rent per site - MH
 
$
449

 
$
436

 
$
13

Weighted average monthly rent per site - RV (3)
 
$
407

 
$
401

 
$
6

Weighted average monthly rent per site - Total
 
$
445

 
$
432

 
$
13

Sites available for development
 
6,166

 
6,969

 
(803
)

(1)   
Occupied sites and occupancy % include MH and annual RV sites, and exclude transient RV sites.
(2)  
Occupancy % excludes recently completed but vacant expansion sites.
(3) 
Weighted average rent pertains to annual RV sites and excludes transient RV sites.


The 6.6% growth in NOI is primarily due to increased revenues of $5.0 million partially offset by a $1.5 million increase in expenses.

Income from real property revenue consists of MH and RV site rent, and miscellaneous other property revenues.  The 6.8% growth in income from real property was due to a combination of factors. Revenue from our MH and RV portfolio increased $4.5 million due to the increased number of occupied home sites and weighted average rental rate increases at our MH communities of 3.0% and at our RV communities of 1.5%.  Additionally, other revenues increased by $0.5 million primarily due to increases in late fees and non-sufficient funds charges, cable television royalties, and miscellaneous other charges and fee income.

Property operating expenses increased approximately $1.5 million, or 7.2%, compared to 2013. Of that increase, utility expense increased $0.6 million primarily as a result of increased gas and electric costs resulting from extreme temperatures experienced in certain areas of the country. Supplies and repair expenses increased $0.5 million also due to weather related maintenance and repair expenses including snow removal, community water systems repairs, vehicle maintenance and gasoline. Other expenses increased $0.2 million primarily due to increased software maintenance expense, bank service and credit card processing charges

28

SUN COMMUNITIES, INC.


and bad debt expense. Increases in expenses were also experienced for lawn services, community electric repairs and general community maintenance.

HOME RENTALS AND SALES

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

The following table reflects certain financial and other information for our Rental Program for the three months ended March 31, 2014 and 2013 (in thousands, except for statistical information):

 
 
Three Months Ended March 31,
Financial Information
 
2014
 
2013
 
Change
 
% Change
Rental home revenue
 
$
9,402

 
$
7,361

 
$
2,041

 
27.7
 %
Site rent from Rental Program (1)
 
13,102

 
10,765

 
2,337

 
21.7
 %
Rental Program revenue
 
22,504

 
18,126

 
4,378

 
24.2
 %
Expenses
 
 
 
 
 
 
 
 
Commissions
 
601

 
639

 
(38
)
 
(5.9
)%
Repairs and refurbishment
 
2,405

 
1,762

 
643

 
36.5
 %
Taxes and insurance
 
1,368

 
1,086

 
282

 
26.0
 %
Marketing and other
 
877

 
776

 
101

 
13.0
 %
Rental Program operating and maintenance
 
5,251

 
4,263

 
988

 
23.2
 %
Rental Program NOI
 
$
17,253

 
$
13,863

 
$
3,390

 
24.5
 %
 
 
 
 
 
 
 
 
 
Other Information
 
 
 
 
 
 
 
 
Number of occupied rentals, end of period
 
10,073

 
8,584

 
1,489

 
17.3
 %
Investment in occupied rental homes
 
$
371,360

 
$
306,211

 
$
65,149

 
21.3
 %
Number of sold rental homes
 
134

 
236

 
(102
)
 
(43.2
)%
Weighted average monthly rental rate
 
$
801

 
$
793

 
$
8

 
1.0
 %

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

The 24.5% growth in NOI is primarily a result of the increased number of residents participating in the Rental Program and from increased monthly rental rates as indicated in the table above.

The increase in operating and maintenance expenses of $1.0 million was primarily a result of increased repair and refurbishment expense of $0.6 million, of which approximately $0.4 million was due to increased refurbishment costs related to occupant turnover and $0.2 million was due to increased repair costs on occupied home rentals. In addition, personal property and use taxes increased $0.3 million primarily due to the additional number of homes in the Rental Program and bad debt expense increased approximately $0.1 million.



29

SUN COMMUNITIES, INC.


The following table reflects certain financial and statistical information for our Home Sales Program for the three months ended March 31, 2014 and 2013 (in thousands, except for statistical information):
 
 
Three Months Ended March 31,
Financial Information
 
2014
 
2013
 
Change
 
% Change
New home sales
 
$
2,163

 
$
1,076

 
$