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EX-10.1 - EXHIBIT 10.1 - REPURCHASE AGREEMENT - SUN COMMUNITIES INCexhibit101repurchase_agree.htm
8-K - FORM 8-K EARNINGS RELEASE AND REPURCHASE AGREEMENT - SUN COMMUNITIES INCform8-kearningsreleaseq220.htm

    



NEWS RELEASE
July 30, 2015                                     

Sun Communities, Inc. Reports 2015 Second Quarter Results and Announces a Repurchase Agreement for Series A-4 Preferred Stock

Southfield, Michigan, July 30, 2015 - Sun Communities, Inc. (NYSE: SUI) (the “Company”), a real estate investment trust (“REIT”) that owns and operates manufactured housing ("MH") and recreational vehicle ("RV") communities, today reported its second quarter results.

Highlights: Three Months Ended June 30, 2015

Funds from operations ("FFO")(1) excluding certain items was $0.87 per diluted share and OP unit ("Share") for the three months ended June 30, 2015, representing a 10 percent increase over the same period last year.

Same site Net Operating Income ("NOI")(2) increased by 8.8 percent as compared to the three months ended June 30, 2014.

Revenue producing sites increased by 500 sites during the three months ended June 30, 2015, bringing total portfolio occupancy to 93.5 percent.

New home sales more than doubled as compared to the three months ended June 30, 2014. Total homes sales increased by 10.6 percent for the same period.

Acquired seven MH communities; six in Florida and one in South Carolina adding 3,554 sites for approximately $288.8 million and one RV resort in Texas with 241 sites for $27.1 million.

“We have successfully merged the operations and cultures of our recent portfolio acquisitions and are operating as a unified portfolio. The acquired communities are delivering solid results which complement the excellent performance of our core portfolio,” said Gary A. Shiffman, Chairman and CEO.  “We plan to continue to acquire high quality assets with significant upside potential where Sun's experienced operations team can utilize their expertise to build long term shareholder value,” Shiffman added.

Funds from Operations ("FFO")(1) 

FFO(1) excluding certain items was $52.0 million and $34.7 million, or $0.87 and $0.79 per Share, for the three months ended June 30, 2015 and 2014, respectively. For the six months ended June 30, 2015 and 2014 FFO(1) excluding certain items was $100.4 million and $72.9 million, or $1.76 and $1.74 per Share, respectively.

Net Income Attributable to Common Stockholders

Net income attributable to common stockholders for the second quarter of 2015 was $12.3 million, or $0.23 per diluted common share, as compared to net income of $4.9 million, or $0.12 per diluted common share for the second quarter of 2014.


Sun Communities, Inc. 2nd Quarter 2015                                 Page 2


Net income attributable to common stockholders for the six months ended June 30, 2015 was $19.2 million, or $0.36 per diluted common share, as compared to net income of $12.8 million, or $0.33 per diluted common share for the six months ended June 30, 2014.

Community Occupancy

Total portfolio occupancy increased to 93.5 percent at June 30, 2015 from 91.0 percent at June 30, 2014. During the second quarter of 2015, revenue producing sites increased by 500 sites, or 17.1 percent, as compared to 427 revenue producing sites gained in the second quarter of 2014.

Revenue producing sites increased by 999 sites for the six months ended June 30, 2015 as compared to 987 revenue producing sites gained during the six months ended June 30, 2014.

Same Site Results

For the 177 communities owned throughout 2015 and 2014, second quarter 2015 total revenues increased 8.2 percent and total expenses increased 6.8 percent, resulting in an increase in NOI(2) of 8.8 percent over the second quarter of 2014. Same site occupancy increased to 94.6 percent at June 30, 2015 from 93.1 percent at June 30, 2014.

For the six months ended June 30, 2015, total revenues increased 7.4 percent and total expenses increased 4.6 percent, resulting in an increase in NOI(2) of 8.7 percent over the six months ended June 30, 2014.

"Our same site revenue growth is primarily from occupancy gains and rental increases and is being further enhanced by the solid growth in our transient RV revenues which is demonstrated by the 9% year over year revenue growth during the Memorial Day and Fourth of July holiday weekends," said Mr. Shiffman.  “We are pleased that our RV communities continue to offer a resort experience attracting both new and loyal repeat travelers.”

Home Sales

Sales of 65 new homes occurred during the second quarter of 2015, representing an increase of over 140% for the same three month period in 2014. Total home sales were 576 for the second quarter as compared to 521 homes sold during the second quarter of 2014.

During the six months ended June 30, 2015, 1,119 homes were sold compared to the 890 for the same period ending 2014, resulting in an additional 229 homes sold during 2015 or a 25.7 percent increase. Rental homes sales, which are included in total home sales, were 388 and 354 for the six months ended June 30, 2015 and 2014.

On a same site basis the average selling price of new homes sold during the first six months of 2015 was $91,122, an increase of 8.1 percent, from $84,310 during the same period in 2014. The increase in average selling price for pre-owned homes was 10.3 percent, or $26,529 as compared to $24,046 for the first half of 2015 and 2014, respectively.

Acquisitions (3) 

In addition to the previously announced $256.2 million acquisition of six manufactured home communities in the Orlando, Florida area, the Company completed the acquisition of two additional communities:

Sun Communities, Inc. 2nd Quarter 2015                                 Page 3



Lakeside Crossing - a high quality age restricted manufactured home community near Myrtle Beach, South Carolina, for cash of $32.6 million (including associated manufactured homes). This community has 419 sites and approximately 275 zoned and approved expansion sites. With this acquisition the Company is now operating in 30 states.

La Hacienda - a high end recreational vehicle resort located in Austin, Texas for $27.1 million in cash. This resort is comprised of 241 sites. In recognition of its superior quality, La Hacienda was recently awarded the 2014 Large Park of the Year Award by the Texas Association of Campground Owners.

Debt Transaction

In May 2015, the Company defeased a total of $70.6 million aggregate principal amount of collateralized term loans with an interest rate of 5.32% that were due to mature on July 1, 2016. This transaction released ten communities, of which three communities are under contract to be disposed as described below, and three communities are identified as potential disposition communities. As a result of the defeasance, the Company recognized a loss on debt extinguishment of $2.8 million.

Equity Transaction

On July 29, 2015, the Company entered into a repurchase agreement with certain holders of the Company’s 6.50% Series A-4 Cumulative Convertible Preferred Stock under which, at the holders’ election, the Company is obligated to repurchase up to 5,926,322 shares of the Series A-4 preferred stock from the holders of those shares. Each holder may elect to sell its shares to the Company until August 10, 2015. The purchase price is $31.08 per Series A-4 preferred share, which consists of a price per share of $30.90 plus $0.18 for accrued and unpaid distributions from and including June 30, 2015 to, but not including, August 10, 2015. Neither the foregoing description of the repurchase agreement nor this press release is an offer to purchase or a solicitation of an offer to sell the Series A-4 preferred shares.

Anticipated Transactions

The Company has entered into agreements to acquire three recreational vehicle communities containing approximately 1,185 developed sites for a combined purchase price of $76.2 million and has completed its due diligence with respect to such communities.

The Company has entered into an agreement to sell six of its manufactured home communities containing approximately 2,200 sites and associated homes and notes for net proceeds of $68.0 million which transaction includes a significant non-refundable deposit.

The Company has received a commitment letter from certain lenders for a new $450 million senior unsecured credit facility that the Company expects will replace its current $350 million senior secured revolving credit facility.

The Company expects these transactions to close in August 2015, except for the sale of three of the manufactured home communities, which is expected to close in October 2015. The closing of the credit facility is subject to negotiation and execution of definitive agreements, the closing of each of the acquisitions and dispositions is subject to customary closing conditions, and there can be no assurance that any of these transactions will close.

Sun Communities, Inc. 2nd Quarter 2015                                 Page 4



Guidance

The Company has increased its guidance for full-year 2015 FFO(1) excluding certain items to $3.62 - $3.72 per Share, an increase of $0.07 at the midpoint, from its most recently issued guidance of $3.55 - $3.65 per Share. The revised guidance takes into consideration the Company’s out performance as compared to its internal estimates, incorporates the anticipated acquisition of three communities and disposition of six communities as noted above. Guidance includes no impact from the 6.50% Series A-4 Cumulative Convertible Preferred Stock repurchase agreement as the Company has no indication of how many shareholders will exercise their sale right. FFO(1) excluding certain items assumes that all transaction costs and debt extinguishment costs are added back in the computation of FFO(1) while the distribution from affiliates is removed from FFO(1).

The Company provides guidance for FFO(1) excluding certain items of $1.03 - $1.05 per Share for the third quarter 2015.

Below are updates to the guidance previously provided. Items not addressed below remain unchanged.

Recreational Vehicle Revenue: Revenue from the Company's recreational vehicle communities contains a component of transient revenue from guest stays that are other than a full year or full season. Transient revenue is expected to be approximately $39.5 million for the year of which the Company expects to earn 45.3 percent in the third quarter and 15.1 percent in the fourth quarter.

Same Site Portfolio: The Company's same site property portfolio of 171 communities has been adjusted for the out performance of the portfolio and the six anticipated dispositions discussed above.

SAME SITE PORTFOLIO (171 communities)
 
2014
 
Forecasted
 
2015
(amounts in millions)
 
Actual
 
% Growth
 
Projected
REVENUES:
 
 
 
 
 
 
Revenue- annual and seasonal
 
$
266.2

 
7.1
%
 
$
285.1

Revenue- transient
 
21.5

 
10.2
%
 
23.7

Other property income
 
15.9

 
8.8
%
 
17.3

Income from real property*
 
303.6

 
7.4
%
 
326.1

 
 
 
 
 
 
 
PROPERTY OPERATING EXPENSES:
 
 
 
 
 
 
Real estate tax
 
22.0

 
2.7
%
 
22.6

Property operating and maintenance expense *
 
70.5

 
2.4
%
 
72.2

Total operating expense
 
92.5

 
2.5
%
 
94.8

 
 
 
 
 
 
 
NOI (2) from Real Property
 
$
211.1

 
9.6
%
 
$
231.3


*The foregoing table nets $20.3 million of utility revenue against the related utility expense in property operating and maintenance expense.









Sun Communities, Inc. 2nd Quarter 2015                                 Page 5



Acquisition Portfolio: Information pertaining to the 77 properties excluded from the Company's same site portfolio is presented in the table below.

ACQUISITION PORTFOLIO (77 communities)
 
2015
(amounts in millions)
 
Projected
REVENUES:
 
 
Revenue- annual and seasonal
 
$
128.2

Revenue- transient
 
15.8

Utility and other property income
 
8.0

Income from real property
 
152.0

 
 
 
PROPERTY OPERATING EXPENSES:
 
 
Real estate tax
 
12.0

Property operating and maintenance
 
35.3

Total operating expense
 
47.3

 
 
 
NOI (2) from Real Property
 
$
104.7



Home Sales: the table below details the Company's 2015 projected home sales.

HOME SALES
 
2015
(amounts in millions, except items with *)
 
Projected
 
 
 
Number of new home sales*
 
255

Average selling price*
 
$
85,861

Revenue from new home sales
 
21.9

Cost of new home sales
 
18.1

Gross profit/(NOI) (2)
 
$
3.8

 
 
 
Number of pre-owned home sales*
 
2,056

Average selling price*
 
$
24,525

Revenue from pre-owned home sales
 
50.4

Cost of pre-owned home sales
 
36.2

Gross profit/(NOI) (2)
 
$
14.2


The gain on sale of the rental homes, which is included in the table above and excluded from
FFO(1), is expected to approximate $7.8 million.

Other Income, net: Interest income, ancillary revenues net of ancillary expenses, brokerage commissions and other income, net, is expected to approximate $24.2 million.





Sun Communities, Inc. 2nd Quarter 2015                                 Page 6


Rental Home Program: the table below details the Company's 2015 projected rental program.

RENTAL PROGRAM
 
2014
 
Forecasted
 
2015
(amounts in millions)
 
Actual
 
% Growth
 
Projected
Rental home revenue
 
$
39.2

 
18.1
%
 
$
46.3

Rental home operating and maintenance
 
23.3

 
2.2
%
 
23.8

Rental Program NOI (2)
 
$
15.9

 
41.5
%
 
$
22.5


General and Administrative Expenses-real property: These expenses are estimated at $40.0 - $41.0 million.

The estimates and assumptions presented above represent the mid-point of a range of possible outcomes and may differ materially from actual results.

The estimates and assumptions presented above are forward looking based on the Company's current assessment of economic and market conditions, as well as other risks outlined below under the caption “Forward-Looking Statements.”

Sun Communities, Inc. 2nd Quarter 2015                                 Page 7


Earnings Conference Call

A conference call to discuss second quarter operating results will be held on Thursday July 30, 2015 at 11:00 A.M. (ET). To participate, call toll-free 888-572-7034. Callers outside the U.S. or Canada can access the call at 719-785-1753. A replay will be available following the call through August 13, 2015, and can be accessed toll-free by calling 888-203-1112 or by calling 719-457-0820. The Conference ID number for the call and the replay is 5006919. The conference call will be available live on Sun Communities website www.suncommunities.com. Replay will also be available on the website.

Sun Communities, Inc. is a REIT that currently owns and operates a portfolio of 251 communities comprising approximately 93,100 developed sites.

For more information about Sun Communities, Inc., please visit our website at www.suncommunities.com.

Contact

Please address all inquiries to our investor relations department, at our website www.suncommunities.com, by phone (248) 208-2500, by email investorrelations@suncommunities.com or by mail Sun Communities, Inc. Investor Relations, 27777 Franklin Road, Ste. 200, Southfield, MI 48034.


Sun Communities, Inc. 2nd Quarter 2015                                 Page 8


Forward-Looking Statements
This press release contains various “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Company intends that such forward-looking statements will be subject to the safe harbors created thereby. Forward-looking statements can be identified by words such as “will,” “may,” “could,” “expect,” “anticipate,” “believes,” “intends,” “should,” “plans,” “estimates,” “approximate”, “guidance” and similar expressions in this press release that predict or indicate future events and trends and that do not report historical matters.

These forward-looking statements reflect the Company’s current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties, and other factors, some of which are beyond our control. These risks, uncertainties, and other factors may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include national, regional and local economic climates, the ability to maintain rental rates and occupancy levels, competitive market forces, the performance of the recent acquisitions, the ability to integrate future acquisitions smoothly and efficiently, changes in market rates of interest, the ability of manufactured home buyers to obtain financing, the level of repossessions by manufactured home lenders and those risks and uncertainties referenced under the headings entitled “Risk Factors” contained in our 2014 Annual Report on Form 10-K, and the Company’s other periodic filings with the Securities and Exchange Commission.

The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation to provide public updates, revisions or amendments to any forward- looking statements made herein to reflect changes in the Company’s assumptions, expectations of future events, or trends.


Sun Communities, Inc. 2nd Quarter 2015                                 Page 9


(1) 
Funds from operations attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities ("FFO") is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as net income (loss) (computed in accordance with generally accepted accounting principles “GAAP”), excluding gains (or losses) from sales of depreciable operating property, plus real estate-related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of the Company's operating performance. Management generally considers FFO to be a useful measure for reviewing comparative operating and financial performance because, 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 year over year, reflects the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not readily apparent from net loss. Management believes that the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. FFO is computed in accordance with the Company's interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Company.

Because FFO excludes significant economic components of net income (loss) including depreciation and amortization, FFO should be used as an adjunct to net income (loss) and not as an alternative to net income (loss). The principal limitation of FFO is that it does not represent cash flow from operations as defined by GAAP and is a supplemental measure of performance that does not replace net income (loss) as a measure of performance or net cash provided by operating activities as a measure of liquidity. In addition, FFO is not intended as a measure of a REIT's ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO only provides investors with an additional performance measure.


(2) 
Investors in and analysts following the real estate industry utilize NOI as a supplemental performance measure. NOI is derived from revenues minus property operating expenses and real estate taxes. NOI does not represent cash generated from operating activities in accordance with GAAP and should not be considered to be an alternative to net income (loss) (determined in accordance with GAAP) as an indication of the Company's financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company's liquidity; nor is it indicative of funds available for the Company's cash needs, including its ability to make cash distributions. The Company believes that net income (loss) is the most directly comparable GAAP measurement to NOI. Net income (loss) includes interest and depreciation and amortization which often have no effect on the market value of a 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. The Company believes that NOI is helpful to investors 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. The Company uses 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 the properties of the Company rather than of the Company overall.

(3) 
The consideration amounts presented with respect to acquired communities represent the economic transaction and do not contemplate the fair value purchase accounting required by GAAP.

Sun Communities, Inc. 2nd Quarter 2015                                 Page 10


Consolidated Balance Sheets
(in thousands, except per share amounts)


 
 
 
 
 
(unaudited) 
 June 30, 2015
 
December 31, 2014
ASSETS
 
 
 
Investment property, net (including $92,687 and $94,230 for consolidated variable interest entities at June 30, 2015 and December 31, 2014)
$
3,716,141

 
$
2,568,164

Cash and cash equivalents
11,930

 
83,459

Inventory of manufactured homes
10,246

 
8,860

Notes and other receivables, net
188,036

 
174,857

Other assets, net
106,496

 
102,352

TOTAL ASSETS
$
4,032,849

 
$
2,937,692

LIABILITIES
 
 
 
Debt (including $64,968 and $65,849 for consolidated variable interest entities at June 30, 2015 and December 31, 2014)
$
2,343,821

 
$
1,826,293

Lines of credit
37,742

 
5,794

Other liabilities
235,508

 
165,453

TOTAL LIABILITIES
$
2,617,071

 
$
1,997,540

Commitments and contingencies


 


Series A-4 preferred stock, $0.01 par value. Issued and outstanding: 6,365 shares at June 30, 2015 and 483 shares at December 31, 2014
$
190,079

 
$
13,610

Series A-4 preferred OP units
$
24,155

 
$
18,722

STOCKHOLDERS’ EQUITY
 
 
 
Series A preferred stock, $0.01 par value. Issued and outstanding: 3,400 shares at June 30, 2015 and December 31, 2014
$
34

 
$
34

Common stock, $0.01 par value. Authorized: 90,000 shares;
Issued and outstanding: 53,783 shares at June 30, 2015 and 48,573 shares at December 31, 2014
538

 
486

Additional paid-in capital
2,038,229

 
1,741,154

Distributions in excess of accumulated earnings
(911,628
)
 
(863,545
)
Total Sun Communities, Inc. stockholders' equity
1,127,173

 
878,129

Noncontrolling interests:
 

 
 

Common and preferred OP units
75,356

 
30,107

Consolidated variable interest entities
(985
)
 
(416
)
Total noncontrolling interest
74,371

 
29,691

TOTAL STOCKHOLDERS’ EQUITY
1,201,544

 
907,820

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
4,032,849

 
$
2,937,692




Sun Communities, Inc. 2nd Quarter 2015                                 Page 11


Consolidated Statements of Operations
(Unaudited - dollars in thousands, except per share amounts)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
REVENUES
 
 
 
 
 
 
 
Income from real property
$
125,833

 
$
86,105

 
$
245,358

 
$
173,602

Revenue from home sales
18,734

 
14,813

 
35,568

 
24,936

Rental home revenue
11,495

 
9,733

 
22,624

 
19,135

Ancillary revenues
5,254

 
4,254

 
8,445

 
6,690

Interest
3,893

 
3,526

 
7,877

 
6,880

Brokerage commissions and other income, net
729

 
95

 
1,266

 
382

Total revenues
165,938

 
118,526

 
321,138

 
231,625

COSTS AND EXPENSES
 
 
 
 
 
 
 
Property operating and maintenance
34,507

 
25,193

 
63,721

 
48,382

Real estate taxes
8,796

 
6,079

 
17,511

 
12,088

Cost of home sales
13,702

 
11,100

 
26,259

 
18,948

Rental home operating and maintenance
5,479

 
5,213

 
11,084

 
10,464

Ancillary expenses
4,149


3,139

 
6,695

 
5,057

General and administrative - real property
10,486

 
8,393

 
20,316

 
16,206

General and administrative - home sales and rentals
3,957

 
3,119

 
7,445

 
5,618

Transaction costs
2,037

 
1,104

 
11,486

 
1,864

Depreciation and amortization
41,411

 
30,045

 
85,412

 
58,934

Extinguishment of debt
2,800



 
2,800

 

Interest
26,751

 
17,940

 
52,140

 
35,530

Interest on mandatorily redeemable debt
787

 
806

 
1,639

 
1,609

Total expenses
154,862

 
112,131

 
306,508

 
214,700

Income before other gains (losses)
11,076

 
6,395

 
14,630

 
16,925

(Loss) gain on disposition of properties, net
(13
)
 
885

 
8,756

 
885

Provision for state income taxes
(77
)
 
(70
)
 
(152
)
 
(139
)
Distributions from affiliate
7,500

 
400

 
7,500

 
800

Net income
18,486

 
7,610

 
30,734

 
18,471

Less:  Preferred return to Series A-1 preferred OP units
622

 
664

 
1,253

 
1,336

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

 
46

 
91

 
91

Less:  Preferred return to Series A-4 preferred OP units
353

 

 
706

 

Less: Preferred return to Series C preferred OP units
340



 
340

 

Less:  Amounts attributable to noncontrolling interests
743

 
458

 
1,007

 
1,242

Net income attributable to Sun Communities, Inc.
16,382

 
6,442

 
27,337

 
15,802

Less: Preferred stock distributions
4,088

 
1,514

 
8,174

 
3,028

Net income attributable to Sun Communities, Inc. common stockholders
$
12,294

 
$
4,928

 
$
19,163

 
$
12,774

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
52,846

 
40,331

 
52,672

 
38,413

Diluted
53,237

 
40,546

 
53,060

 
38,631

Earnings per share:
 

 
 

 
 

 
 

Basic
$
0.23

 
$
0.12

 
$
0.36

 
$
0.33

Diluted
$
0.23

 
$
0.12

 
$
0.36

 
$
0.33


Sun Communities, Inc. 2nd Quarter 2015                                 Page 12


Reconciliation of Net Income to FFO(1) 
(in thousands, except per share amounts)



 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net income attributable to Sun Communities, Inc. common stockholders
$
12,294

 
$
4,928

 
$
19,163

 
$
12,774

Adjustments:
 

 
 

 
 
 
 
Preferred return to Series A-1 preferred OP units
622

 
664

 
1,253

 
1,336

Preferred return to Series A-3 preferred OP units
46

 
46

 
91

 
91

Preferred return to Series A-4 preferred stock
2,574

 

 

 

Amounts attributable to noncontrolling interests
566

 
458

 
779

 
1,242

Depreciation and amortization
40,969

 
30,374

 
85,234

 
59,542

Loss (gain) on disposition of properties, net
13

 
(885
)
 
(8,756
)
 
(885
)
Loss (gain) on disposition of assets, net
(2,426
)
 
(2,014
)
 
(4,128
)
 
(3,028
)
Funds from operations ("FFO") attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1)(4)
54,658

 
33,571

 
93,636

 
71,072

Adjustments:
 
 
 
 
 
 
 
Distribution from affiliate
(7,500
)
 

 
(7,500
)
 

Transaction costs
2,037

 
1,104

 
11,486

 
1,864

            Extinguishment of debt
2,800

 

 
2,800

 

FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities excluding certain items (1)(4)
$
51,995

 
$
34,675

 
$
100,422

 
$
72,936

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
52,846

 
40,331

 
52,672

 
38,413

Add:


 


 


 


Common stock issuable upon conversion of stock options
12

 
14

 
14

 
15

Restricted stock
379

 
201

 
374

 
203

Common OP units
2,916

 
2,069

 
2,738

 
2,069

Common stock issuable upon conversion of Series A-1 preferred OP units
1,012

 
1,082

 
1,026

 
1,095

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

 
75

 
75

 
75

Common stock issuable upon conversion of Series A-4 preferred stock
2,829

 

 

 

Weighted average common shares outstanding - fully diluted
60,069

 
43,772

 
56,899

 
41,870

 
 
 
 
 
 
 
 
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1) per Share - fully diluted
$
0.91

 
$
0.77

 
$
1.65

 
$
1.70

FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities excluding certain items(1) per Share - fully diluted
$
0.87

 
$
0.79

 
$
1.76

 
$
1.74

(4) The effect of certain anti-dilutive convertible securities is excluded from these items.

Sun Communities, Inc. 2nd Quarter 2015                                 Page 13


Statement of Operations – Same Site
(in thousands except for Other Information)


 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
Change
 
% Change
 
2015
 
2014
 
Change
 
% Change

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from real property
 
$
80,836

 
$
74,727

 
$
6,109

 
8.2
%
 
$
164,719

 
$
153,301

 
$
11,418

 
7.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PROPERTY OPERATING EXPENSES:
 
 
 
 

 
 
 
 
 
 

 
 
 
 

 
 
   Payroll and benefits
 
7,354

 
6,620

 
734

 
11.1
%
 
14,027

 
12,731

 
1,296

 
10.2
 %
   Legal, taxes, & insurance
 
1,423

 
1,091

 
332

 
30.4
%
 
2,808

 
2,356

 
452

 
19.2
 %
   Utilities
 
4,893

 
4,825

 
68

 
1.4
%
 
10,045

 
9,906

 
139

 
1.4
 %
   Supplies and repair
 
3,683

 
3,467

 
216

 
6.2
%
 
5,532

 
5,649

 
(117
)
 
(2.1
)%
   Other
 
2,629

 
2,407

 
222

 
9.2
%
 
4,741

 
4,606

 
135

 
2.9
 %
   Real estate taxes
 
5,723

 
5,648

 
75

 
1.3
%
 
11,518

 
11,293

 
225

 
2.0
 %
Property operating expenses
 
25,705

 
24,058

 
1,647

 
6.8
%
 
48,671

 
46,541

 
2,130

 
4.6
 %
NET OPERATING INCOME ("NOI")(2)
 
$
55,131

 
$
50,669

 
$
4,462

 
8.8
%
 
$
116,048

 
$
106,760

 
$
9,288

 
8.7
 %


 
As of June 30,
OTHER INFORMATION
2015
 
2014
 
Change
Number of properties
177

 
177

 

Developed sites
66,516

 
66,237

 
279

Occupied sites (5)
56,063

 
54,376

 
1,687

Occupancy % (5) (6)
94.6
%
 
93.1
%
 
1.5
%
Weighted average monthly rent per site - MH
$
468

 
$
453

 
$
15

Weighted average monthly rent per site - RV (7)
$
399

 
$
389

 
$
10

Weighted average monthly rent per site - Total
$
458

 
$
444

 
$
14

Sites available for development
6,197

 
6,118

 
79


(5) Includes manufactured housing and annual/seasonal recreational vehicle sites, and excludes transient recreational vehicle sites, which are included in total developed sites.
(6) Occupancy % excludes recently completed but vacant expansion sites.
(7) Weighted average rent pertains to annual/seasonal RV sites and excludes transient RV sites.



Sun Communities, Inc. 2nd Quarter 2015                                 Page 14


Rental Program Summary
(amounts in thousands except for *)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
Change
 
% Change
 
2015
 
2014
 
Change
 
% Change
REVENUES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental home revenue
$
11,495

 
$
9,733

 
$
1,762

 
18.1
 %
 
$
22,624

 
$
19,135

 
$
3,489

 
18.2
 %
Site rent included in Income from real property
15,551

 
13,514

 
2,037

 
15.1
 %
 
30,678

 
26,616

 
4,062

 
15.3
 %
Rental Program revenue
27,046

 
23,247

 
3,799

 
16.3
 %
 
53,302

 
45,751

 
7,551

 
16.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commissions
752

 
621

 
131

 
21.1
 %
 
1,586

 
1,222

 
364

 
29.8
 %
Repairs and refurbishment
2,322

 
2,405

 
(83
)
 
(3.5
)%
 
4,738

 
4,810

 
(72
)
 
(1.5
)%
Taxes and insurance
1,544

 
1,254

 
290

 
23.1
 %
 
3,020

 
2,622

 
398

 
15.2
 %
Marketing and other
861

 
933

 
(72
)
 
(7.7
)%
 
1,740

 
1,810

 
(70
)
 
(3.9
)%
Rental Program operating and maintenance
5,479

 
5,213

 
266

 
5.1
 %
 
11,084

 
10,464


620

 
5.9
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET OPERATING INCOME ("NOI") (3)
$
21,567

 
$
18,034

 
$
3,533

 
19.6
 %
 
$
42,218

 
$
35,287

 
$
6,931

 
19.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Occupied rental home information as of June 30, 2015 and 2014:
 
 
 
 
 
 
Number of occupied rentals, end of period* 
 
 
 
 
 
 
 
 
11,395

 
10,226

 
1,169

 
11.4
 %
Investment in occupied rental homes
 
 
 
 
 
 
 
 
$
445,446

 
$
384,064

 
$
61,382

 
16.0
 %
Number of sold rental homes* 
 
 
 
 
 
 
 
 
388

 
354

 
34

 
9.6
 %
Weighted average monthly rental rate* 
 
 
 
 
 
 
 
 
$
835

 
$
804

 
$
31

 
3.9
 %



Sun Communities, Inc. 2nd Quarter 2015                                 Page 15


Homes Sales Summary
(amounts in thousands except for *)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
Change
 
% Change
 
2015
 
2014
 
Change
 
% Change
New home sales
$
5,175

 
$
2,412

 
$
2,763

 
114.6
 %
 
$
10,421

 
$
4,575

 
$
5,846

 
127.8
 %
Pre-owned home sales
13,559

 
12,401

 
1,158

 
9.3
 %
 
25,147

 
20,361

 
4,786

 
23.5
 %
Revenue from home sales
18,734

 
14,813

 
3,921

 
26.5
 %
 
35,568

 
24,936

 
10,632

 
42.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New home cost of sales
4,418

 
2,041

 
2,377

 
116.5
 %
 
8,609

 
3,875

 
4,734

 
122.2
 %
Pre-owned home cost of sales
9,284

 
9,059

 
225

 
2.5
 %
 
17,650

 
15,073

 
2,577

 
17.1
 %
Cost of home sales
13,702

 
11,100

 
2,602

 
23.4
 %
 
26,259

 
18,948

 
7,311

 
38.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI / Gross Profit (2)
$
5,032

 
$
3,713

 
$
1,319

 
35.5
 %
 
$
9,309

 
$
5,988

 
$
3,321

 
55.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit – new homes
$
757

 
$
371

 
$
386

 
104.0
 %
 
$
1,812

 
$
700

 
$
1,112

 
158.9
 %
Gross margin % – new homes
14.6
%
 
15.4
%
 
(0.8
)%
 


 
17.4
%
 
15.3
%
 
2.1
%
 
 
Average selling price - new homes*
$
79,607

 
$
89,260

 
$
(9,653
)
 
(10.8
)%
 
$
79,546

 
$
84,730

 
$
(5,184
)
 
(6.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit – pre-owned homes
$
4,275

 
$
3,342

 
$
933

 
27.9
 %
 
$
7,497

 
$
5,288

 
$
2,209

 
41.8
 %
Gross margin % – pre-owned homes
31.5
%
 
26.9
%
 
4.6
 %
 


 
29.8
%
 
26.0
%
 
3.8
%
 
 
Average selling price - pre-owned homes*
$
26,534

 
$
25,107

 
$
1,427

 
5.7
 %
 
$
25,453

 
$
24,355

 
$
1,098

 
4.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home sales volume:
 
 
 
 
 
 
 
 
New home sales*
65

 
27

 
38

 
140.7
 %
 
131

 
54

 
77

 
142.6
 %
Pre-owned home sales*
511

 
494

 
17

 
3.4
 %
 
988

 
836

 
152

 
18.2
 %
Total homes sold*
576

 
521

 
55

 
10.6
 %
 
1,119

 
890

 
229

 
25.7
 %


Sun Communities, Inc. 2nd Quarter 2015                                 Page 16


Acquisition Summary - Properties Acquired in 2014 and 2015
(amounts in thousands except for statistical data)


 
Three Months Ended
June 30, 2015
 
Six Months Ended
June 30, 2015
REVENUES:
 
 
 
Income from real property (excluding transient revenue)
$
36,615

 
$
66,138

Transient revenue
3,192

 
3,692

Revenue from home sales
4,835

 
9,514

Rental home revenue
715

 
1,438

Ancillary revenues
2,340

 
2,766

Total revenues
47,697

 
83,548

COSTS AND EXPENSES:
 
 
 
Property operating and maintenance
10,129

 
16,639

Real estate taxes
2,743

 
5,664

Cost of home sales
3,878

 
7,514

Rental home operating and maintenance
151

 
233

Ancillary expense
1,409

 
1,692

Total expenses
18,310

 
31,742

 
 
 
 
NET OPERATING INCOME ("NOI") (2)
$
29,387

 
$
51,806

 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2015
Other information:
 
 
 
Number of properties
 
 
74

Developed sites
 
 
26,569

Occupied sites (5)
 
 
22,620

Occupancy % (5)

 
 
91.9
%
Weighted average monthly rent per site - MH
 
 
$
483

Weighted average monthly rent per site - RV (7)
 
 
$
431

Weighted average monthly rent per site - MH/RV
 
 
$
481

 
 
 
 
Home sales volume :
 
 
 
New homes
 
 
83

Pre-owned homes
 
 
191

 
 
 
 
Occupied rental home information :
 
 
 
Number of occupied rentals, end of period
 
 
451

Investment in occupied rental homes (in thousands)
 
 
$
11,752

Weighted average monthly rental rate
 
 
$
1,018


(5) Includes manufactured housing and annual/seasonal recreational vehicle sites, and excludes transient recreational vehicle sites, which are included in total developed sites.
(7) Weighted average rent pertains to annual/seasonal RV sites and excludes transient RV sites.


Sun Communities, Inc. 2nd Quarter 2015                                 Page 17