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Property | MH/RV | City | State | MH and Annual RV Sites as of 12/31/19 | Transient RV Sites as of 12/31/19 | Occupancy as of 12/31/19 | Occupancy as of 12/31/18 |
Goldcoaster RV Resort (2) | RV | Homestead | FL | 11 |
| 12 |
| 100.0 | % | | 100.0 | % | |
Grand Bay | MH | Dunedin | FL | 135 |
| — |
| 99.3 | % | | 98.5 | % | |
Grand Lakes RV Resort (2) | RV | Citra | FL | 319 |
| 90 |
| 100.0 | % | | 100.0 | % | |
Grove Ridge RV Resort (2) | RV | Dade City | FL | 161 |
| 85 |
| 100.0 | % | | 100.0 | % | |
Groves RV Resort (2) | RV | Fort Myers | FL | 236 |
| 33 |
| 100.0 | % | | 100.0 | % | |
Gulfstream Harbor | MH | Orlando | FL | 974 |
| — |
| 99.2 | % | | 97.5 | % | |
Hacienda Del Rio | MH | Edgewater | FL | 730 |
| — |
| 98.9 | % | | N/A |
| (5) |
Hidden River RV Resort (2) | RV | Riverview | FL | 185 |
| 128 |
| 98.6 | % | | 100.0 | % | |
Holly Forest Estates | MH | Holly Hill | FL | 402 |
| — |
| 100.0 | % | | 100.0 | % | |
Homosassa River RV Resort (2) | RV | Homosassa Springs | FL | 104 |
| 120 |
| 100.0 | % | | 100.0 | % | |
Horseshoe Cove RV Resort (2) | RV | Bradenton | FL | 340 |
| 136 |
| 100.0 | % | | 100.0 | % | |
Indian Creek Park | MH | Ft. Myers Beach | FL | 353 |
| — |
| 99.7 | % | | 100.0 | % | |
Indian Creek RV Park (2) | RV | Ft. Myers Beach | FL | 975 |
| 102 |
| 100.0 | % | | 100.0 | % | |
Island Lakes | MH | Merrit Island | FL | 301 |
| — |
| 100.0 | % | | 99.7 | % | |
King’s Lake | MH | DeBary | FL | 245 |
| — |
| 100.0 | % | | 100.0 | % | |
Kings Manor | MH | Lakeland | FL | 239 |
| — |
| 95.8 | % | | 92.5 | % | |
King’s Pointe | MH | Lake Alfred | FL | 226 |
| — |
| 98.7 | % | | 99.6 | % | |
Kissimmee Gardens | MH | Kissimmee | FL | 239 |
| — |
| 100.0 | % | | 99.6 | % | |
Kissimmee South | MH | Davenport | FL | 142 |
| — |
| 91.5 | % | | 90.1 | % | |
Kissimmee South RV Resort (2) | RV | Davenport | FL | 112 |
| 89 |
| 100.0 | % | | 100.0 | % | |
La Costa Village | MH | Port Orange | FL | 658 |
| — |
| 100.0 | % | | 99.8 | % | |
Lake Josephine RV Resort (2) | RV | Sebring | FL | 111 |
| 67 |
| 100.0 | % | | 100.0 | % | |
Lake Juliana Landings | MH | Auburndale | FL | 274 |
| — |
| 98.2 | % | | 98.2 | % | |
Lake Pointe Village | MH | Mulberry | FL | 362 |
| — |
| 99.4 | % | | 99.2 | % | |
Lake San Marino RV Park (2) | RV | Naples | FL | 264 |
| 143 |
| 100.0 | % | | 100.0 | % | |
Lakeland RV Resort (2) | RV | Lakeland | FL | 196 |
| 35 |
| 100.0 | % | | 100.0 | % | |
Lakeshore Landings | MH | Orlando | FL | 306 |
| — |
| 99.3 | % | | 99.3 | % | |
Lakeshore Villas | MH | Tampa | FL | 280 |
| — |
| 99.6 | % | | 98.6 | % | |
Lamplighter | MH | Port Orange | FL | 260 |
| — |
| 99.2 | % | | 96.5 | % | |
Majestic Oaks RV Resort (2) | RV | Zephyrhills | FL | 207 |
| 47 |
| 100.0 | % | | 100.0 | % | |
Marco Naples RV Resort (2) | RV | Naples | FL | 221 |
| 80 |
| 100.0 | % | | 100.0 | % | |
Meadowbrook Village | MH | Tampa | FL | 257 |
| — |
| 100.0 | % | | 100.0 | % | |
Mill Creek | MH | Kissimmee | FL | 34 |
| — |
| 91.2 | % | | 96.9 | % | |
Mill Creek RV Resort (2) | RV | Kissimmee | FL | 133 |
| 23 |
| 100.0 | % | | 100.0 | % | |
Naples RV Resort (2) | RV | Naples | FL | 108 |
| 59 |
| 100.0 | % | | 100.0 | % | |
New Ranch | MH | Clearwater | FL | 94 |
| — |
| 97.9 | % | | 97.9 | % | |
North Lake Estates (2) | RV | Moor Haven | FL | 209 |
| 63 |
| 100.0 | % | | 100.0 | % | |
Oakview Estates | MH | Arcatia | FL | 119 |
| — |
| 100.0 | % | | 99.2 | % | |
Ocean Breeze | MH | Marathon | FL | 47 |
| — |
| 8.5 | % | (1) | — | % | (4) |
Ocean Breeze RV Resort | RV | Marathon | FL | — |
| — |
| — | % | | — | % | (4) |
Ocean Breeze - Jensen Beach | MH | Jensen Beach | FL | 244 |
| — |
| 76.2 | % | (1) | 64.0 | % | (1) |
Ocean Breeze - Jensen Beach RV Resort (2) | RV | Jensen Beach | FL | 77 |
| 168 |
| 100.0 | % | | 100.0 | % | |
Orange City | MH | Orange City | FL | 4 |
| — |
| 100.0 | % | | 100.0 | % | |
Orange City RV Resort (2) | RV | Orange City | FL | 345 |
| 176 |
| 100.0 | % | | 100.0 | % | |
Orange Tree Village | MH | Orange City | FL | 246 |
| — |
| 100.0 | % | | 99.6 | % | |
Paddock Park South | MH | Ocala | FL | 188 |
| — |
| 79.3 | % | | 78.7 | % | |
Palm Key Village | MH | Davenport | FL | 204 |
| — |
| 100.0 | % | | 99.5 | % | |
Palm Village | MH | Bradenton | FL | 146 |
| — |
| 100.0 | % | | 97.9 | % | |
Park Place | MH | Sebastian | FL | 475 |
| — |
| 94.9 | % | | 94.7 | % | |
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Property Name | MH/RV | City | State | MH and Annual RV Sites as of 12/31/2020 | Transient RV Sites as of 12/31/2020 | Occupancy as of 12/31/2020 | Occupancy as of 12/31/2019 |
Palm Village | MH | Bradenton | FL | 146 | | — | | 100.0 | % | | 100.0 | % | |
Park Place | MH | Sebastian | FL | 475 | | — | | 96.2 | % | | 94.9 | % | |
Park Royale | MH | Pinellas Park | FL | 309 | | — | | 100.0 | % | | 100.0 | % | |
Pecan Park RV Resort(2) | RV | Jacksonville | FL | 45 | | 296 | | 100.0 | % | | 100.0 | % | |
Pelican Bay | MH | Micco | FL | 216 | | — | | 99.1 | % | | 98.6 | % | |
Pelican RV Resort & Marina(2) | RV | Marathon | FL | 62 | | 23 | | 100.0 | % | | 100.0 | % | |
| | | | | | | | | |
Pleasant Lake RV Resort(2) | RV | Jacksonville | FL | 292 | | 49 | | 100.0 | % | | 100.0 | % | |
Rainbow | MH | Frostproof | FL | 37 | | — | | 100.0 | % | | 100.0 | % | |
Rainbow RV Resort(2) | RV | Frostproof | FL | 401 | | 61 | | 100.0 | % | | 100.0 | % | |
Rainbow Village of Largo(2) | RV | Largo | FL | 251 | | 58 | | 100.0 | % | | 100.0 | % | |
Rainbow Village of Zephyrhills(2) | RV | Zephyrhills | FL | 344 | | 38 | | 100.0 | % | | 100.0 | % | |
Red Oaks | MH | Bushnell | FL | 103 | | — | | 93.2 | % | | 92.2 | % | |
Red Oaks RV Resort(2) | RV | Bushnell | FL | 507 | | 410 | | 100.0 | % | | 100.0 | % | |
Regency Heights | MH | Clearwater | FL | 391 | | — | | 99.0 | % | | 98.2 | % | |
Riptide RV Resort & Marina(2) | RV | Key Largo | FL | 21 | | 17 | | 100.0 | % | | 100.0 | % | |
Riverside Club | MH | Ruskin | FL | 728 | | — | | 86.4 | % | | 84.2 | % | |
Rock Crusher Canyon RV Resort(2) | RV | Crystal River | FL | 202 | | 193 | | 100.0 | % | | 100.0 | % | |
Royal Country | MH | Miami | FL | 864 | | — | | 99.9 | % | | 99.9 | % | |
Royal Palm Village | MH | Haines City | FL | 395 | | — | | 86.1 | % | | 84.3 | % | |
Saddle Oak Club | MH | Ocala | FL | 376 | | — | | 99.7 | % | | 99.7 | % | |
San Pedro Marina | MH | Islamorada | FL | — | | — | | — | % | (5) | — | % | (5) |
San Pedro RV Resort & Marina(2) | RV | Islamorada | FL | — | | — | | — | % | (5) | — | % | (5) |
Saralake Estates | MH | Sarasota | FL | 202 | | — | | 99.5 | % | | 100.0 | % | |
Savanna Club | MH | Port St. Lucie | FL | 1,069 | | — | | 98.5 | % | | 98.4 | % | |
Seabreeze | MH | Islamorada | FL | — | | — | | — | % | (5) | — | % | (5) |
Seabreeze RV Resort(2) | RV | Islamorada | FL | — | | — | | — | % | (5) | — | % | (5) |
Serendipity | MH | North Fort Myers | FL | 338 | | — | | 97.9 | % | | 97.9 | % | |
Settler's Rest RV Resort(2) | RV | Zephyrhills | FL | 296 | | 82 | | 100.0 | % | | 100.0 | % | |
Shadow Wood Village | MH | Hudson | FL | 215 | | — | | 87.0 | % | (1) | 73.0 | % | (1) |
Shady Road Villas | MH | Ocala | FL | 130 | | — | | 85.4 | % | | 70.0 | % | |
Shell Creek Marina | MH | Punta Gorda | FL | 54 | | — | | 98.1 | % | | 98.1 | % | |
Shell Creek RV Resort & Marina(2) | RV | Punta Gorda | FL | 150 | | 35 | | 100.0 | % | | 100.0 | % | |
Siesta Bay RV Park(2) | RV | Fort Myers | FL | 738 | | 59 | | 100.0 | % | | 100.0 | % | |
Southern Charm | MH | Zephyrhills | FL | 1 | | — | | 100.0 | % | | 100.0 | % | |
Southern Charm RV Resort(2) | RV | Zephyrhills | FL | 400 | | 96 | | 100.0 | % | | 100.0 | % | |
Southern Pines | MH | Bradenton | FL | 107 | | — | | 96.3 | % | | 97.2 | % | |
Southport Springs Golf & Country Club | MH | Zephyrhills | FL | 547 | | — | | 99.3 | % | | 98.9 | % | |
Spanish Main | MH | Thontosassa | FL | 56 | | — | | 87.5 | % | | 87.5 | % | |
Spanish Main RV Resort(2) | RV | Thontosassa | FL | 235 | | 44 | | 100.0 | % | | 100.0 | % | |
Stonebrook | MH | Homosassa | FL | 215 | | — | | 93.5 | % | | 92.1 | % | |
Sun N Fun RV Resort(2) | RV | Sarasota | FL | 1,026 | | 493 | | 100.0 | % | | 100.0 | % | |
Suncoast Gateway | MH | Port Richey | FL | 173 | | — | | 98.8 | % | | 98.8 | % | |
Sundance | MH | Zephyrhills | FL | 332 | | — | | 100.0 | % | | 100.0 | % | |
Sunlake Estates | MH | Grand Island | FL | 408 | | — | | 97.1 | % | | 96.1 | % | |
Sunset Harbor at Cow Key Marina | MH | Key West | FL | 77 | | — | | 98.7 | % | | 98.7 | % | |
Sweetwater RV Resort(2) | RV | Zephyrhills | FL | 207 | | 84 | | 100.0 | % | | 100.0 | % | |
Tallowwood Isle | MH | Coconut Creek | FL | 274 | | — | | 95.6 | % | | 95.6 | % | |
Tampa East | MH | Dover | FL | 31 | | — | | 100.0 | % | | 100.0 | % | |
Tampa East RV Resort(2) | RV | Dover | FL | 502 | | 167 | | 100.0 | % | | 100.0 | % | |
The Hamptons Golf & Country Club | MH | Auburndale | FL | 829 | | — | | 99.0 | % | | 98.6 | % | |
The Hideaway | MH | Key West | FL | 13 | | — | | 92.3 | % | | 84.6 | % | |
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Property | MH/RV | City | State | MH and Annual RV Sites as of 12/31/19 | Transient RV Sites as of 12/31/19 | Occupancy as of 12/31/19 | Occupancy as of 12/31/18 |
Park Royale | MH | Pinellas Park | FL | 309 |
| — |
| 100.0 | % | | 99.7 | % | |
Pecan Park RV Resort (2) | RV | Jacksonville | FL | 15 |
| 226 |
| N/A |
| | N/A |
| |
Pelican Bay | MH | Micco | FL | 216 |
| — |
| 98.6 | % | | 99.5 | % | |
Pelican RV Resort & Marina (2) | RV | Marathon | FL | 71 |
| 15 |
| 100.0 | % | | 100.0 | % | |
Plantation Landings | MH | Haines City | FL | 394 |
| — |
| 99.2 | % | | 99.2 | % | |
Pleasant Lake RV Resort (2) | RV | Jacksonville | FL | 281 |
| 60 |
| 100.0 | % | | 100.0 | % | |
Rainbow | MH | Frostproof | FL | 37 |
| — |
| 100.0 | % | | 100.0 | % | |
Rainbow RV Resort (2) | RV | Frostproof | FL | 396 |
| 66 |
| 100.0 | % | | 100.0 | % | |
Rainbow Village of Largo (2) | RV | Largo | FL | 267 |
| 42 |
| 100.0 | % | | 100.0 | % | |
Rainbow Village of Zephyrhills (2) | RV | Zephyrhills | FL | 334 |
| 48 |
| 100.0 | % | | 100.0 | % | |
Red Oaks | MH | Bushnell | FL | 103 |
| — |
| 92.2 | % | | 92.2 | % | |
Red Oaks RV Resort (2) | RV | Bushnell | FL | 502 |
| 415 |
| 100.0 | % | | 100.0 | % | |
Regency Heights | MH | Clearwater | FL | 391 |
| — |
| 98.2 | % | | 97.4 | % | |
Riptide RV Resort & Marina (2) | RV | Key Largo | FL | 23 |
| 17 |
| 100.0 | % | | 100.0 | % | |
Riverside Club | MH | Ruskin | FL | 728 |
| — |
| 84.2 | % | | 82.6 | % | |
Rock Crusher Canyon RV Resort (2) | RV | Crystal River | FL | 169 |
| 226 |
| 100.0 | % | | 100.0 | % | |
Royal Country | MH | Miami | FL | 864 |
| — |
| 99.9 | % | | 99.8 | % | |
Royal Palm Village | MH | Haines City | FL | 395 |
| — |
| 84.3 | % | | 86.1 | % | |
Saddle Oak Club | MH | Ocala | FL | 376 |
| — |
| 99.7 | % | | 99.5 | % | |
San Pedro Marina | MH | Islamorada | FL | — |
| — |
| — | % | | — | % | (4) |
San Pedro RV Resort & Marina | RV | Islamorada | FL | — |
| — |
| — | % | | — | % | (4) |
Saralake Estates | MH | Sarasota | FL | 202 |
| — |
| 100.0 | % | | 100.0 | % | |
Savanna Club | MH | Port St. Lucie | FL | 1,069 |
| — |
| 98.4 | % | | 98.0 | % | |
Seabreeze | MH | Islamorada | FL | — |
| — |
| — | % | | — | % | (4) |
Seabreeze RV Resort | RV | Islamorada | FL | — |
| — |
| — | % | | — | % | (4) |
Serendipity | MH | North Fort Myers | FL | 338 |
| — |
| 97.9 | % | | 97.0 | % | |
Settler's Rest RV Resort (2) | RV | Zephyrhills | FL | 303 |
| 75 |
| 100.0 | % | | 100.0 | % | |
Shadow Wood Village | MH | Hudson | FL | 215 |
| — |
| 73.0 | % | (1) | 99.4 | % | |
Shady Road Villas | MH | Ocala | FL | 130 |
| — |
| 70.0 | % | | 61.5 | % | |
Shell Creek Marina | MH | Punta Gorda | FL | 54 |
| — |
| 98.1 | % | | 100.0 | % | |
Shell Creek RV Resort & Marina (2) | RV | Punta Gorda | FL | 154 |
| 31 |
| 100.0 | % | | 100.0 | % | |
Siesta Bay RV Park (2) | RV | Fort Myers | FL | 738 |
| 59 |
| 100.0 | % | | 100.0 | % | |
Southern Charm | MH | Zephyrhills | FL | 1 |
| — |
| 100.0 | % | | 100.0 | % | |
Southern Charm RV Resort | RV | Zephyrhills | FL | 403 |
| 93 |
| 100.0 | % | | 100.0 | % | |
Southern Pines | MH | Bradenton | FL | 107 |
| — |
| 97.2 | % | | 96.3 | % | |
Southport Springs Golf & Country Club | MH | Zephyrhills | FL | 547 |
| — |
| 98.9 | % | | 98.9 | % | |
Spanish Main | MH | Thontosassa | FL | 56 |
| — |
| 87.5 | % | | 91.1 | % | |
Spanish Main RV Resort (2) | RV | Thontosassa | FL | 235 |
| 44 |
| 100.0 | % | | 100.0 | % | |
Stonebrook | MH | Homosassa | FL | 215 |
| — |
| 92.1 | % | | 92.1 | % | |
Sun N Fun RV Resort (2) | RV | Sarasota | FL | 1,018 |
| 501 |
| 100.0 | % | | 100.0 | % | |
Suncoast Gateway | MH | Port Richey | FL | 173 |
| — |
| 98.8 | % | | 98.8 | % | |
Sundance | MH | Zephyrhills | FL | 332 |
| — |
| 100.0 | % | | 99.7 | % | |
Sunlake Estates | MH | Grand Island | FL | 408 |
| — |
| 96.1 | % | | 94.7 | % | |
Sunset Harbor at Cow Key Marina | MH | Key West | FL | 77 |
| — |
| 98.7 | % | | 98.7 | % | |
Sweetwater RV Resort (2) | RV | Zephyrhills | FL | 212 |
| 79 |
| 100.0 | % | | 100.0 | % | |
Tallowwood Isle | MH | Coconut Creek | FL | 273 |
| — |
| 95.6 | % | | 95.2 | % | |
Tampa East | MH | Dover | FL | 31 |
| — |
| 100.0 | % | | 96.8 | % | |
Tampa East RV Resort (2) | RV | Dover | FL | 434 |
| 235 |
| 100.0 | % | | 100.0 | % | |
The Hamptons Golf & Country Club | MH | Auburndale | FL | 829 |
| — |
| 98.6 | % | | 98.4 | % | |
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Property Name | MH/RV | City | State | MH and Annual RV Sites as of 12/31/2020 | Transient RV Sites as of 12/31/2020 | Occupancy as of 12/31/2020 | Occupancy as of 12/31/2019 |
The Hills | MH | Apopka | FL | 97 | | — | | 100.0 | % | | 100.0 | % | |
The Landings at Lake Henry | MH | Haines City | FL | 394 | | — | | 99.7 | % | | 99.2 | % | |
The Ridge | MH | Davenport | FL | 481 | | — | | 99.4 | % | | 99.0 | % | |
The Valley | MH | Apopka | FL | 148 | | — | | 100.0 | % | | 100.0 | % | |
Three Lakes(2) | RV | Hudson | FL | 245 | | 62 | | 100.0 | % | | 100.0 | % | |
Vista del Lago | MH | Bradenton | FL | 136 | | — | | 99.3 | % | | 97.8 | % | |
Vista del Lago RV Resort(2) | RV | Bradenton | FL | 35 | | 5 | | 100.0 | % | | 100.0 | % | |
Vizcaya Lakes | MH | Port Charlotte | FL | 108 | | — | | 92.6 | % | | 91.7 | % | |
Walden Woods | MH | Homosassa | FL | 213 | | — | | 100.0 | % | | 100.0 | % | |
Walden Woods II | MH | Homosassa | FL | 213 | | — | | 100.0 | % | | 99.1 | % | |
Water Oak Country Club Estates | MH | Lady Lake | FL | 1,310 | | — | | 93.6 | % | | 91.9 | % | (1) |
Waters Edge RV Resort(2) | RV | Zephyrhills | FL | 141 | | 76 | | 100.0 | % | | 100.0 | % | |
Westside Ridge | MH | Auburndale | FL | 219 | | — | | 99.1 | % | | 99.5 | % | |
Windmill Village | MH | Davenport | FL | 509 | | — | | 99.6 | % | | 99.6 | % | |
Woodlands at Church Lake | MH | Groveland | FL | 291 | | — | | 81.8 | % | | 78.4 | % | |
Woodsmoke Camping Resort(2) | RV | Fort Myers | FL | 181 | | 119 | | 100.0 | % | | N/A | (4) |
Florida Total | | | | 39,803 | | 6,011 | | 98.1 | % | | 97.7 | % | |
| | | | | | | | | |
SOUTHWEST | | | | | | | | | |
California | | | | | | | | | |
49'er Village RV Resort(2) | RV | Plymouth | CA | 61 | | 266 | | 100.0 | % | | 100.0 | % | |
Alta Laguna | MH | Rancho Cucamonga | CA | 296 | | — | | 99.7 | % | | 99.3 | % | |
Caliente Sands | MH | Cathedral City | CA | 118 | | — | | 98.3 | % | | 98.3 | % | |
Cava Robles RV Resort(2) | RV | Paso Robles | CA | — | | 332 | | N/A | | N/A | |
Chula Vista RV Resort(2) | RV | San Diego | CA | — | | 237 | | N/A | | N/A | |
El Capitan Canyon(2) | RV | Goleta | CA | — | | 163 | | N/A | | N/A | (4) |
Friendly Village of La Habra | MH | La Habra | CA | 330 | | — | | 100.0 | % | | 99.7 | % | |
Friendly Village of Modesto | MH | Modesto | CA | 289 | | — | | 99.0 | % | | 98.6 | % | |
Friendly Village of Simi | MH | Simi Valley | CA | 222 | | — | | 100.0 | % | | 100.0 | % | |
Friendly Village of West Covina | MH | West Covina | CA | 157 | | — | | 100.0 | % | | 100.0 | % | |
Forest Springs | MH | Grass Valley | CA | 373 | | | 86.6 | % | (1) | N/A | (4) |
Heritage | MH | Temecula | CA | 196 | | — | | 99.5 | % | | 100.0 | % | |
Indian Wells RV Resort(2) | RV | Indio | CA | 163 | | 175 | | 100.0 | % | | 100.0 | % | |
Jellystone Park™ at Tower Park(2) | RV | Lodi | CA | — | | 360 | | N/A | | N/A | |
Lakefront | MH | Lakeside | CA | 295 | | — | | 100.0 | % | | 100.0 | % | |
Lakeview Mobile Estates | MH | Yucaipa | CA | 296 | | — | | 100.0 | % | | N/A | (4) |
Lazy J Ranch | MH | Arcata | CA | 220 | | — | | 99.5 | % | | 98.6 | % | |
Lemon Wood | MH | Ventura | CA | 231 | | — | | 99.1 | % | | 99.6 | % | |
Napa Valley | MH | Napa | CA | 257 | | — | | 99.6 | % | | 100.0 | % | |
Oak Creek | MH | Coarsegold | CA | 198 | | — | | 100.0 | % | | 98.0 | % | |
Ocean Mesa(2) | RV | Goleta | CA | — | | 104 | | N/A | | N/A | (4) |
Ocean West | MH | McKinleyville | CA | 130 | | — | | 99.2 | % | | 99.2 | % | |
Palos Verdes Shores MH & Golf Community | MH | San Pedro | CA | 242 | | — | | 100.0 | % | | 100.0 | % | |
Pembroke Downs | MH | Chino | CA | 163 | | — | | 100.0 | % | | 100.0 | % | |
Pismo Dunes RV Resort(2) | RV | Pismo Beach | CA | 330 | | 1 | | 100.0 | % | | 100.0 | % | |
Rancho Alipaz | MH | San Juan Capistrano | CA | 132 | | — | | 100.0 | % | | 100.0 | % | |
Rancho Caballero | MH | Riverside | CA | 303 | | — | | 100.0 | % | | 100.0 | % | |
Royal Palms | MH | Cathedral City | CA | 439 | | — | | 97.7 | % | | 95.7 | % | |
Royal Palms RV Resort(2) | RV | Cathedral City | CA | 38 | | — | | 100.0 | % | | 100.0 | % | |
The Colony | MH | Oxnard | CA | 150 | | — | | 100.0 | % | | 100.0 | % | |
The Sands RV & Golf Resort(2) | RV | Desert Hot Springs | CA | 254 | | 260 | | 100.0 | % | | 100.0 | % | |
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Property | MH/RV | City | State | MH and Annual RV Sites as of 12/31/19 | Transient RV Sites as of 12/31/19 | Occupancy as of 12/31/19 | Occupancy as of 12/31/18 |
The Hideaway | MH | Key West | FL | 13 |
| — |
| 84.6 | % | | 92.3 | % | |
The Hills | MH | Apopka | FL | 97 |
| — |
| 100.0 | % | | 99.0 | % | |
The Ridge | MH | Davenport | FL | 481 |
| — |
| 99.0 | % | | 99.2 | % | |
The Valley | MH | Apopka | FL | 148 |
| — |
| 100.0 | % | | 100.0 | % | |
Three Lakes (2) | RV | Hudson | FL | 237 |
| 70 |
| 100.0 | % | | 100.0 | % | |
Vista del Lago | MH | Bradenton | FL | 136 |
| — |
| 97.8 | % | | 96.3 | % | |
Vista del Lago RV Resort (2) | RV | Bradenton | FL | 32 |
| 8 |
| 100.0 | % | | 100.0 | % | |
Vizcaya Lakes | MH | Port Charlotte | FL | 108 |
| — |
| 91.7 | % | | 86.7 | % | |
Walden Woods | MH | Homosassa | FL | 213 |
| — |
| 100.0 | % | | 100.0 | % | |
Walden Woods II | MH | Homosassa | FL | 213 |
| — |
| 99.1 | % | | 99.1 | % | |
Water Oak Country Club Estates | MH | Lady Lake | FL | 1,310 |
| — |
| 91.9 | % | (1 | ) | 89.5 | % | (1) |
Waters Edge RV Resort (2) | RV | Zephyrhills | FL | 140 |
| 77 |
| 100.0 | % | | 100.0 | % | |
Westside Ridge | MH | Auburndale | FL | 219 |
| — |
| 99.5 | % | | 99.1 | % | |
Windmill Village | MH | Davenport | FL | 509 |
| — |
| 99.6 | % | | 98.8 | % | |
Woodlands at Church Lake | MH | Groveland | FL | 291 |
| — |
| 78.4 | % | | 73.9 | % | |
Florida Total | | | | 39,230 |
| 5,465 |
| 97.7 | % | | 97.3 | % | |
| | | | | | | | | |
SOUTHWEST | | | | | | | | | |
California | | | | | | | | | |
49'er Village RV Resort (2) | RV | Plymouth | CA | 51 |
| 275 |
| 100.0 | % | | 100.0 | % | |
Alta Laguna | MH | Rancho Cucamonga | CA | 296 |
| — |
| 99.3 | % | | 99.7 | % | |
Caliente Sands | MH | Cathedral City | CA | 118 |
| — |
| 98.3 | % | | 99.2 | % | |
Cava Robles RV Resort (2) | RV | Paso Robles | CA | — |
| 332 |
| N/A |
| | N/A |
| |
Chula Vista RV Resort (2) | RV | San Diego | CA | — |
| 237 |
| N/A |
| | N/A |
| |
Friendly Village of La Habra | MH | La Habra | CA | 330 |
| — |
| 99.7 | % | | 99.7 | % | |
Friendly Village of Modesto | MH | Modesto | CA | 289 |
| — |
| 98.6 | % | | 97.2 | % | |
Friendly Village of Simi | MH | Simi Valley | CA | 222 |
| — |
| 100.0 | % | | 100.0 | % | |
Friendly Village of West Covina | MH | West Covina | CA | 157 |
| — |
| 100.0 | % | | 100.0 | % | |
Heritage | MH | Temecula | CA | 196 |
| — |
| 100.0 | % | | 100.0 | % | |
Indian Wells RV Resort (2) | RV | Indio | CA | 158 |
| 144 |
| 100.0 | % | | 100.0 | % | |
Jellystone Park™ at Tower Park (2) | RV | Lodi | CA | — |
| 360 |
| N/A |
| | N/A |
| |
Lakefront | MH | Lakeside | CA | 295 |
| — |
| 100.0 | % | | 99.7 | % | |
Lazy J Ranch | MH | Arcata | CA | 220 |
| — |
| 98.6 | % | | 99.1 | % | |
Lemon Wood | MH | Ventura | CA | 231 |
| — |
| 99.6 | % | | 100.0 | % | |
Napa Valley | MH | Napa | CA | 257 |
| — |
| 100.0 | % | | 100.0 | % | |
Oak Creek | MH | Coarsegold | CA | 198 |
| — |
| 98.0 | % | | 97.0 | % | |
Ocean West | MH | McKinleyville | CA | 130 |
| — |
| 99.2 | % | | 97.7 | % | |
Palos Verdes Shores MH & Golf Community | MH | San Pedro | CA | 242 |
| — |
| 100.0 | % | | 100.0 | % | |
Pembroke Downs | MH | Chino | CA | 163 |
| — |
| 100.0 | % | | 100.0 | % | |
Pismo Dunes RV Resort (2) | RV | Pismo Beach | CA | 330 |
| 1 |
| 100.0 | % | | 100.0 | % | |
Rancho Alipaz | MH | San Juan Capistrano | CA | 132 |
| — |
| 100.0 | % | | 99.2 | % | |
Rancho Caballero | MH | Riverside | CA | 303 |
| — |
| 100.0 | % | | 99.7 | % | |
Royal Palms | MH | Cathedral City | CA | 439 |
| — |
| 95.7 | % | | 99.6 | % | |
Royal Palms RV Resort | RV | Cathedral City | CA | 38 |
| — |
| 100.0 | % | | 100.0 | % | |
The Colony | MH | Oxnard | CA | 150 |
| — |
| 100.0 | % | | 100.0 | % | |
The Sands RV & Golf Resort (2) | RV | Desert Hot Springs | CA | 244 |
| 270 |
| 100.0 | % | | 100.0 | % | |
Vallecito | MH | Newbury Park | CA | 303 |
| — |
| 100.0 | % | | 100.0 | % | |
Victor Villa | MH | Victorville | CA | 287 |
| — |
| 99.0 | % | | 99.0 | % | |
Vines RV Resort (2) | RV | Paso Robles | CA | — |
| 130 |
| N/A |
| | N/A |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | MH/RV | City | State | MH and Annual RV Sites as of 12/31/2020 | Transient RV Sites as of 12/31/2020 | Occupancy as of 12/31/2020 | Occupancy as of 12/31/2019 |
Vallecito | MH | Newbury Park | CA | 303 | | — | | 100.0 | % | | 100.0 | % | |
Victor Villa | MH | Victorville | CA | 287 | | — | | 100.0 | % | | 99.0 | % | |
Vines RV Resort(2) | RV | Paso Robles | CA | — | | 130 | | N/A | | N/A | |
Vista del Lago | MH | Scotts Valley | CA | 202 | | — | | 99.5 | % | | 100.0 | % | |
Wine Country RV Resort(2) | RV | Paso Robles | CA | — | | 203 | | N/A | | N/A | |
California Total | | | | 6,675 | | 2,231 | | 98.9 | % | | 99.3 | % | |
| | | | | | | | | |
Arizona | | | | | | | | | |
Blue Star | MH | Apache Junction | AZ | 4 | | — | | 100.0 | % | | N/A | |
Blue Star(2) | RV | Apache Junction | AZ | 88 | | 57 | | 100.0 | % | | N/A | |
Brentwood West | MH | Mesa | AZ | 350 | | — | | 99.1 | % | | 99.1 | % | |
Buena Vista | MH | Buckeye | AZ | 400 | | — | | 84.8 | % | | 75.5 | % | |
Desert Harbor | MH | Apache Junction | AZ | 205 | | — | | 100.0 | % | | 99.5 | % | |
Fiesta Village | MH | Mesa | AZ | 153 | | — | | 83.0 | % | | 85.1 | % | |
Fiesta Village RV Resort(2) | RV | Mesa | AZ | 7 | | 4 | | 100.0 | % | | 100.0 | % | |
La Casa Blanca | MH | Apache Junction | AZ | 198 | | — | | 100.0 | % | | 100.0 | % | |
Leaf Verde RV Resort(2) | RV | Buckeye | AZ | 30 | | 347 | | 100.0 | % | | N/A | |
Lost Dutchman | MH | Apache Junction | AZ | 177 | | — | | 98.9 | % | | 96.6 | % | |
Lost Dutchman RV Resort(2) | RV | Apache Junction | AZ | 7 | | 42 | | 100.0 | % | | 100.0 | % | |
Mountain View | MH | Mesa | AZ | 170 | | — | | 98.8 | % | | 97.6 | % | |
Palm Creek Golf | MH | Casa Grande | AZ | 506 | | — | | 66.6 | % | (1) | 60.7 | % | (1) |
Palm Creek Golf & RV Resort(2) | RV | Casa Grande | AZ | 948 | | 887 | | 100.0 | % | | 100.0 | % | |
Rancho Mirage | MH | Apache Junction | AZ | 312 | | — | | 100.0 | % | | 100.0 | % | |
Reserve at Fox Creek | MH | Bullhead City | AZ | 311 | | — | | 99.7 | % | | 99.0 | % | |
Sun Valley | MH | Apache Junction | AZ | 268 | | — | | 97.4 | % | | 95.9 | % | |
Verde Plaza | MH | Tucson | AZ | 189 | | — | | 88.4 | % | | 87.8 | % | |
Arizona Total | | | | 4,323 | | 1,337 | | 93.2 | % | | 91.3 | % | |
| | | | | | | | | |
Colorado | | | | | | | | | |
Cave Creek | MH | Evans | CO | 447 | | — | | 99.3 | % | | 98.9 | % | |
Eagle Crest | MH | Firestone | CO | 441 | | — | | 99.5 | % | | 99.5 | % | |
Jellystone Park™ at Larkspur(2) | RV | Lakespur | CO | — | | 536 | | N/A | | N/A | |
North Point Estates | MH | Pueblo | CO | 108 | | — | | 100.0 | % | | 99.1 | % | |
River Run Ranch | MH | Granby | CO | 36 | | — | | 55.6 | % | (1) | 2.8 | % | (1) |
River Run Ranch RV Resort(2) | RV | Granby | CO | — | | 426 | | N/A | | N/A | |
Skyline | MH | Fort Collins | CO | 170 | | — | | 99.4 | % | | 97.6 | % | |
Smith Creek Crossing | MH | Granby | CO | 82 | | — | | 42.7 | % | (1) | 5.8 | % | (1) |
Swan Meadow Village | MH | Dillon | CO | 175 | | — | | 99.4 | % | | 100.0 | % | |
The Grove at Alta Ridge | MH | Thornton | CO | 409 | | — | | 100.0 | % | | 99.5 | % | |
Timber Ridge | MH | Fort Collins | CO | 585 | | — | | 99.5 | % | | 99.5 | % | |
Colorado Total | | | | 2,453 | | 962 | | 97.0 | % | | 95.8 | % | |
| | | | | | | | | |
NORTHEAST | | | | | | | | | |
Connecticut | | | | | | | | | |
Beechwood | MH | Killingworth | CT | 297 | | — | | 97.3 | % | | 98.7 | % | |
Cedar Springs | MH | Southington | CT | 190 | | — | | 93.2 | % | | 90.0 | % | |
Forest Hill | MH | Southington | CT | 188 | | — | | 98.4 | % | | 97.9 | % | |
Grove Beach | MH | Westbrook | CT | 136 | | — | | 98.5 | % | | 97.8 | % | |
Hillcrest | MH | Uncasville | CT | 208 | | — | | 99.5 | % | | 98.1 | % | |
Lakeside | MH | Terryville | CT | 76 | | — | | 97.4 | % | | 93.4 | % | |
Lakeview CT | MH | Danbury | CT | 179 | | — | | 90.5 | % | | 86.6 | % | |
|
| | | | | | | | | | | | | | |
Property | MH/RV | City | State | MH and Annual RV Sites as of 12/31/19 | Transient RV Sites as of 12/31/19 | Occupancy as of 12/31/19 | Occupancy as of 12/31/18 |
Vista del Lago | MH | Scotts Valley | CA | 202 |
| — |
| 100.0 | % | | 100.0 | % | |
Wine Country RV Resort (2) | RV | Paso Robles | CA | — |
| 203 |
| N/A |
| | N/A |
| |
California Total | | | | 5,981 |
| 1,952 |
| 99.3 | % | | 99.3 | % | |
| | | | | | | | | |
Arizona | | | | | | | | | |
Blue Star / Lost Dutchman | MH | Apache Junction | AZ | 175 |
| — |
| 96.6 | % | | 95.9 | % | |
Blue Star / Lost Dutchman RV Resort (2) | RV | Apache Junction | AZ | 97 |
| 103 |
| 100.0 | % | | 100.0 | % | |
Brentwood West | MH | Mesa | AZ | 350 |
| — |
| 99.1 | % | | 98.9 | % | |
Buena Vista | MH | Buckeye | AZ | 400 |
| — |
| 75.5 | % | | N/A |
| (5) |
Desert Harbor | MH | Apache Junction | AZ | 205 |
| — |
| 99.5 | % | | 99.5 | % | |
Fiesta Village | MH | Mesa | AZ | 154 |
| — |
| 85.1 | % | | 83.8 | % | |
Fiesta Village RV Resort (2) | RV | Mesa | AZ | 2 |
| 8 |
| 100.0 | % | | 100.0 | % | |
La Casa Blanca | MH | Apache Junction | AZ | 198 |
| — |
| 100.0 | % | | 100.0 | % | |
Leaf Verde RV Resort (2) | RV | Buckeye | AZ | — |
| 377 |
| N/A |
| | N/A |
| |
Mountain View | MH | Mesa | AZ | 170 |
| — |
| 97.6 | % | | 99.4 | % | |
Palm Creek Golf | MH | Casa Grande | AZ | 506 |
| — |
| 60.7 | % | (1) | 57.0 | % | (1) |
Palm Creek Golf & RV Resort (2) | RV | Casa Grande | AZ | 926 |
| 909 |
| 100.0 | % | | 100.0 | % | |
Rancho Mirage | MH | Apache Junction | AZ | 312 |
| — |
| 100.0 | % | | 100.0 | % | |
Reserve at Fox Creek | MH | Bullhead City | AZ | 311 |
| — |
| 99.0 | % | | 97.7 | % | |
Sun Valley | MH | Apache Junction | AZ | 268 |
| — |
| 95.9 | % | | 94.0 | % | |
Verde Plaza | MH | Tucson | AZ | 189 |
| — |
| 87.8 | % | | 93.1 | % | |
Arizona Total | | | | 4,263 |
| 1,397 |
| 91.3 | % | | 92.4 | % | |
| | | | | | | | | |
Colorado | | | | | | | | | |
Cave Creek | MH | Evans | CO | 447 |
| — |
| 98.9 | % | | 98.7 | % | |
Eagle Crest | MH | Firestone | CO | 441 |
| — |
| 99.5 | % | | 99.8 | % | |
Jellystone Park™ at Larkspur (2) | RV | Lakespur | CO | — |
| — |
| N/A |
| | N/A |
| |
North Point Estates | MH | Pueblo | CO | 108 |
| — |
| 99.1 | % | | 97.2 | % | |
River Run Ranch | MH | Granby | CO | 36 |
| — |
| 2.8 | % | (1) | — | % | |
River Run Ranch RV Resort (2) | RV | Granby | CO | — |
| 291 |
| N/A |
| | N/A |
| |
Skyline | MH | Fort Collins | CO | 170 |
| — |
| 97.6 | % | | 100.0 | % | |
Smith Creek Crossing | MH | Granby | CO | 52 |
| — |
| 5.8 | % | (1) | — | % | |
Swan Meadow Village | MH | Dillon | CO | 175 |
| — |
| 100.0 | % | | 99.4 | % | |
The Grove at Alta Ridge | MH | Thornton | CO | 409 |
| — |
| 99.5 | % | | 99.5 | % | |
Timber Ridge | MH | Fort Collins | CO | 585 |
| — |
| 99.5 | % | | 99.7 | % | |
Colorado Total | | | | 2,423 |
| 291 |
| 95.8 | % | | 99.4 | % | |
| | | | | | | | | |
OTHER | | | | | | | | | |
Pandion Ridge RV Resort (2) | RV | Orange Beach | AL | — |
| 142 |
| N/A |
| | N/A |
| |
Beechwood | MH | Killingworth | CT | 297 |
| — |
| 98.7 | % | | N/A |
| (5) |
Cedar Springs | MH | Southington | CT | 190 |
| — |
| 90.0 | % | | N/A |
| (5) |
Forest Hill | MH | Southington | CT | 188 |
| — |
| 97.9 | % | | N/A |
| (5) |
Grove Beach | MH | Westbrook | CT | 136 |
| — |
| 97.8 | % | | N/A |
| (5) |
Hillcrest | MH | Uncasville | CT | 208 |
| — |
| 98.1 | % | | N/A |
| (5) |
Lakeside | MH | Terryville | CT | 76 |
| — |
| 93.4 | % | | N/A |
| (5) |
Lakeview CT | MH | Danbury | CT | 179 |
| — |
| 86.6 | % | | N/A |
| (5) |
Laurel Heights | MH | Uncasville | CT | 49 |
| — |
| 98.0 | % | | N/A |
| (5) |
Marina Cove | MH | Uncasville | CT | 25 |
| — |
| 80.0 | % | | N/A |
| (5) |
Millwood | MH | Uncasville | CT | 45 |
| — |
| — | % | (1) | N/A |
| (5) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | MH/RV | City | State | MH and Annual RV Sites as of 12/31/2020 | Transient RV Sites as of 12/31/2020 | Occupancy as of 12/31/2020 | Occupancy as of 12/31/2019 |
Laurel Heights | MH | Uncasville | CT | 49 | | — | | 95.9 | % | | 98.0 | % | |
Marina Cove | MH | Uncasville | CT | 25 | | — | | 76.0 | % | | 80.0 | % | |
Millwood | MH | Uncasville | CT | 45 | | — | | — | % | (1) | — | % | (1) |
New England Village | MH | Westbrook | CT | 60 | | — | | 100.0 | % | | 100.0 | % | |
Oak Grove | MH | Plainville | CT | 45 | | — | | 97.8 | % | | 100.0 | % | |
Rolling Hills | MH | Storrs | CT | 200 | | — | | 77.5 | % | | 79.5 | % | |
Seaport RV Resort(2) | RV | Old Mystic | CT | 41 | | 108 | | 100.0 | % | | 100.0 | % | |
Three Gardens | MH | Southington | CT | 135 | | — | | 90.4 | % | | 89.6 | % | |
Yankee Village | MH | Old Saybrook | CT | 23 | | — | | 100.0 | % | | 100.0 | % | |
Connecticut Total | | | | 1,897 | | 108 | | 91.7 | % | | 91.1 | % | |
| | | | | | | | | |
Maine | | | | | | | | | |
Augusta Village | MH | Augusta | ME | 59 | | — | | 89.8 | % | | N/A | (4) |
Birch Hill Estates | MH | Bangor | ME | 376 | | — | | 98.7 | % | | N/A | (4) |
Cedar Haven | MH | Holden | ME | 155 | | — | | 92.9 | % | | N/A | (4) |
Hancock Heights Estates | MH | Hancock | ME | 113 | | — | | 100.0 | % | | N/A | (4) |
Hid'n Pines RV Resort(2) | RV | Old Orchard Beach | ME | 76 | | 245 | | 100.0 | % | | 100.0 | % | |
Holiday Park Estates | MH | Bangor | ME | 218 | | — | | 91.3 | % | | N/A | (4) |
Maplewood Manor | MH | Brunswick | ME | 296 | | — | | 99.3 | % | | 98.3 | % | |
Merrymeeting | MH | Brunswick | ME | 43 | | — | | 100.0 | % | | 100.0 | % | |
Riverside Drive Park | MH | Augusta | ME | 163 | | — | | 85.3 | % | | N/A | (4) |
Saco / Old Orchard Beach KOA(2) | RV | Saco | ME | — | | 191 | | N/A | | N/A | |
Town & Country Village | MH | Lisbon | ME | 144 | | — | | 98.6 | % | | 97.9 | % | |
Wagon Wheel RV Resort & Campground(2) | RV | Old Orchard Beach | ME | 232 | | 54 | | 100.0 | % | | 100.0 | % | |
Wild Acres RV Resort & Campground(2) | RV | Old Orchard Beach | ME | 315 | | 315 | | 100.0 | % | | 100.0 | % | |
Maine Total | | | | 2,190 | | 805 | | 96.8 | % | | 99.3 | % | |
| | | | | | | | | |
New Hampshire | | | | | | | | | |
Brook Ridge | MH | Hooksett | NH | 91 | | — | | 100.0 | % | | 100.0 | % | |
Crestwood | MH | Concord | NH | 320 | | — | | 98.8 | % | | 98.4 | % | |
Farmwood Village | MH | Dover | NH | 159 | | — | | 100.0 | % | | 98.7 | % | |
Glen Ellis Family Campground(2) | RV | Glen | NH | 29 | | 249 | | 100.0 | % | | 100.0 | % | |
Hannah Village | MH | Lebanon | NH | 81 | | — | | 100.0 | % | | 100.0 | % | |
Hemlocks | MH | Tilton | NH | 103 | | — | | 99.0 | % | | 99.0 | % | |
Mi-Te-Jo Campground(2) | RV | Milton | NH | 85 | | 140 | | 100.0 | % | | 100.0 | % | |
River Pines | MH | Nashua | NH | 480 | | — | | 99.0 | % | | 98.8 | % | |
Strafford / Lake Winnipesaukee South KOA(3) | RV | Strafford | NH | — | | — | | N/A | | N/A | |
Westward Shores Cottages & RV Resort(2) | RV | West Ossipee | NH | 429 | | 71 | | 100.0 | % | | 100.0 | % | |
New Hampshire Total | | | | 1,777 | | 460 | | 99.4 | % | | 99.2 | % | |
| | | | | | | | | |
New Jersey | | | | | | | | | |
Big Timber Lake RV Camping Resort(2) | RV | Cape May Court House | NJ | 332 | | 196 | | 100.0 | % | | 100.0 | % | |
Cape May Crossing | MH | Cape May | NJ | 28 | | — | | 100.0 | % | | 100.0 | % | |
Deep Run | MH | Cream Ridge | NJ | 243 | | — | | 100.0 | % | | 100.0 | % | |
Driftwood RV Resort & Campground(2) | RV | Clemont | NJ | 634 | | 73 | | 100.0 | % | | 100.0 | % | |
Lake Laurie RV and Camping Resort(2) | RV | Cape May | NJ | 407 | | 224 | | 100.0 | % | | 100.0 | % | |
Long Beach RV Resort & Campground(2) | RV | Barnegat | NJ | 173 | | 41 | | 100.0 | % | | 100.0 | % | |
Seashore Campsites & RV Resort(2) | RV | Cape May | NJ | 434 | | 241 | | 100.0 | % | | 100.0 | % | |
Shady Pines | MH | Galloway Twp. | NJ | 39 | | — | | 100.0 | % | | 100.0 | % | |
Shady Pines RV Resort(2) | RV | Galloway Twp. | NJ | 57 | | 38 | | 100.0 | % | | 100.0 | % | |
|
| | | | | | | | | | | | | | |
Property | MH/RV | City | State | MH and Annual RV Sites as of 12/31/19 | Transient RV Sites as of 12/31/19 | Occupancy as of 12/31/19 | Occupancy as of 12/31/18 |
New England Village | MH | Westbrook | CT | 60 |
| — |
| 100.0 | % | | N/A |
| (5) |
Oak Grove | MH | Plainville | CT | 45 |
| — |
| 100.0 | % | | N/A |
| (5) |
Rolling Hills | MH | Storrs | CT | 200 |
| — |
| 79.5 | % | | N/A |
| (5) |
Seaport RV Resort (2) | RV | Old Mystic | CT | 36 |
| 113 |
| 100.0 | % | | 100.0 | % | |
Three Gardens | MH | Southington | CT | 135 |
| — |
| 89.6 | % | | N/A |
| (5) |
Yankee Village | MH | Old Saybrook | CT | 23 |
| — |
| 100.0 | % | | N/A |
| (5) |
High Point Park | MH | Frederica | DE | 409 |
| — |
| 97.3 | % | | 96.3 | % | |
Leisure Point Resort | MH | Millsboro | DE | 201 |
| — |
| 90.0 | % | | N/A |
| (5) |
Leisure Point RV Resort (2) | RV | Millsboro | DE | 277 |
| 24 |
| 100.0 | % | | — | % | |
Massey’s Landing RV Resort (2) | RV | Millsboro | DE | — |
| 291 |
| — | % | | — | % | |
Sea Air Village | MH | Rehoboth Beach | DE | 373 |
| — |
| 99.2 | % | | 100.0 | % | |
Sea Air Village RV Resort (2) | RV | Rehoboth Beach | DE | 119 |
| 15 |
| 100.0 | % | | 100.0 | % | |
Countryside Village of Atlanta | MH | Lawrenceville | GA | 261 |
| — |
| 100.0 | % | | 87.4 | % | (1) |
Countryside Village of Gwinnett | MH | Buford | GA | 331 |
| — |
| 99.1 | % | | 98.2 | % | |
Countryside Village of Lake Lanier | MH | Buford | GA | 548 |
| — |
| 99.8 | % | | 99.5 | % | |
Wymberly | MH | Martinez | GA | 215 |
| — |
| 99.5 | % | | N/A |
| (5) |
Autumn Ridge | MH | Ankeny | IA | 413 |
| — |
| 97.1 | % | | 96.6 | % | |
Candlelight Village | MH | Sauk Village | IL | 309 |
| — |
| 92.2 | % | | 93.2 | % | |
Maple Brook | MH | Matteson | IL | 441 |
| — |
| 99.3 | % | | 99.5 | % | |
Oak Ridge | MH | Manteno | IL | 426 |
| — |
| 95.1 | % | | 93.2 | % | |
Sunset Lakes RV Resort (2) | RV | Hillsdale | IL | 225 |
| 273 |
| 100.0 | % | | 100.0 | % | |
Wildwood Community | MH | Sandwich | IL | 476 |
| — |
| 98.7 | % | | 99.2 | % | |
Reunion Lake RV Resort (2) | RV | Ponchatoula | LA | — |
| 201 |
| — | % | | — | % | |
Campers Haven RV Resort (2) | RV | Dennisport | MA | 224 |
| 41 |
| 100.0 | % | | 100.0 | % | |
Peter's Pond RV Resort (2) | RV | Sandwich | MA | 328 |
| 78 |
| 100.0 | % | | 100.0 | % | |
Castaways RV Resort & Campground (2) | RV | Berlin | MD | 1 |
| 392 |
| 100.0 | % | | 100.0 | % | |
Fort Whaley RV Resort & Campground (2) | RV | Whaleyville | MD | — |
| 183 |
| N/A |
| | N/A |
| |
Frontier Town RV Resort & Campground (2) | RV | Berlin | MD | — |
| 685 |
| N/A |
| | N/A |
| |
Hyde Park | MH | Easton | MD | 240 |
| — |
| 98.3 | % | | N/A |
| (5) |
Jellystone Park™ at Maryland (2) | RV | Williamsport | MD | — |
| 228 |
| N/A |
| | N/A |
| |
Southside Landing | MH | Cambridge | MD | 96 |
| — |
| 81.3 | % | | N/A |
| (5) |
Hid'n Pines RV Resort (2) | RV | Old Orchard Beach | ME | 66 |
| 255 |
| 100.0 | % | | N/A |
| |
Maplewood Manor | MH | Brunswick | ME | 296 |
| — |
| 98.3 | % | | 99.7 | % | |
Merrymeeting | MH | Brunswick | ME | 43 |
| — |
| 100.0 | % | | 93.0 | % | |
Saco / Old Orchard Beach KOA (2) | RV | Saco | ME | — |
| 191 |
| N/A |
| | N/A |
| |
Town & Country Village | MH | Lisbon | ME | 144 |
| — |
| 97.9 | % | | 95.8 | % | |
Wagon Wheel RV Resort & Campground (2) | RV | Old Orchard Beach | ME | 237 |
| 49 |
| 100.0 | % | | 100.0 | % | |
Wild Acres RV Resort & Campground (2) | RV | Old Orchard Beach | ME | 314 |
| 316 |
| 100.0 | % | | 100.0 | % | |
Southern Hills / Northridge Place | MH | Stewartville | MN | 475 |
| — |
| 98.5 | % | | 98.1 | % | (1) |
Pin Oak Parc | MH | O'Fallon | MO | 502 |
| — |
| 99.2 | % | | 98.0 | % | |
Southfork | MH | Belton | MO | 474 |
| — |
| 67.7 | % | | 68.6 | % | |
Countryside Village | MH | Great Falls | MT | 226 |
| — |
| 94.7 | % | | 97.3 | % | |
Coastal Plantation | MH | Hampstead | NC | 101 |
| — |
| 100.0 | % | | N/A |
| (5) |
Fort Tatham RV Resort & Campground (2) | RV | Sylva | NC | 59 |
| 31 |
| 100.0 | % | | 100.0 | % | |
Glen Laurel | MH | Concord | NC | 260 |
| — |
| 100.0 | % | | 99.2 | % | |
Jellystone Park™ at Golden Valley (2) | RV | Bostic | NC | — |
| 182 |
| N/A |
| | N/A |
| |
Meadowbrook | MH | Charlotte | NC | 321 |
| — |
| 100.0 | % | | 99.7 | % | |
Brook Ridge | MH | Hooksett | NH | 91 |
| — |
| 100.0 | % | | N/A |
| (5) |
Crestwood | MH | Concord | NH | 320 |
| — |
| 98.4 | % | | N/A |
| (5) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | MH/RV | City | State | MH and Annual RV Sites as of 12/31/2020 | Transient RV Sites as of 12/31/2020 | Occupancy as of 12/31/2020 | Occupancy as of 12/31/2019 |
New Jersey Total | | | | 2,347 | | 813 | | 100.0 | % | | 100.0 | % | |
| | | | | | | | | |
New York | | | | | | | | | |
Adirondack Gateway RV Resort & Campground(2) | RV | Gansevoort | NY | 318 | | 24 | | 100.0 | % | | 100.0 | % | |
Cherrywood | MH | Clinton | NY | 176 | | — | | 83.5 | % | | 80.7 | % | |
Jellystone Park™ at Birchwood Acres | MH | Greenfield Park | NY | 1 | | — | | 100.0 | % | | 100.0 | % | |
Jellystone Park™ at Birchwood Acres RV Resort(2) | RV | Greenfield Park | NY | 111 | | 193 | | 100.0 | % | | 100.0 | % | |
Jellystone Park™ at Gardiner(2) | RV | Gardiner | NY | — | | 338 | | N/A | | N/A | |
Jellystone Park™ of Western New York(2) | RV | North Java | NY | 19 | | 340 | | 100.0 | % | | 100.0 | % | |
Kittatinny Campground & RV Resort(2) | RV | Barryville | NY | — | | 527 | | N/A | | N/A | (4) |
Parkside Village | MH | Cheektowaga | NY | 156 | | — | | 100.0 | % | | 100.0 | % | |
Sky Harbor | MH | Cheektowaga | NY | 522 | | — | | 98.1 | % | | 98.3 | % | |
The Villas at Calla Pointe | MH | Cheektowaga | NY | 116 | | — | | 100.0 | % | | 100.0 | % | |
New York Total | | | | 1,419 | | 1,422 | | 97.3 | % | | 96.9 | % | |
| | | | | | | | | |
OTHER | | | | | | | | | |
Pandion Ridge RV Resort(2) | RV | Orange Beach | AL | — | | 142 | | N/A | | N/A | |
High Point Park | MH | Frederica | DE | 409 | | — | | 99.3 | % | | 97.3 | % | |
Leisure Point Resort | MH | Millsboro | DE | 202 | | — | | 90.6 | % | | 90.0 | % | |
Leisure Point RV Resort(2) | RV | Millsboro | DE | 293 | | 7 | | 100.0 | % | | 100.0 | % | |
Massey’s Landing RV Resort(2) | RV | Millsboro | DE | — | | 291 | | N/A | | N/A | |
Sea Air Village | MH | Rehoboth Beach | DE | 373 | | — | | 99.2 | % | | 99.2 | % | |
Sea Air Village RV Resort(2) | RV | Rehoboth Beach | DE | 116 | | 18 | | 100.0 | % | | 100.0 | % | |
Countryside Village of Atlanta | MH | Lawrenceville | GA | 261 | | — | | 99.6 | % | | 100.0 | % | |
Countryside Village of Gwinnett | MH | Buford | GA | 331 | | — | | 99.7 | % | | 99.1 | % | |
Countryside Village of Lake Lanier | MH | Buford | GA | 548 | | — | | 99.1 | % | | 99.8 | % | |
Wymberly | MH | Martinez | GA | 215 | | — | | 100.0 | % | | 99.5 | % | |
Autumn Ridge | MH | Ankeny | IA | 413 | | — | | 98.1 | % | | 97.1 | % | |
Candlelight Village | MH | Sauk Village | IL | 310 | | — | | 97.7 | % | | 92.2 | % | |
Maple Brook | MH | Matteson | IL | 441 | | — | | 99.8 | % | | 99.3 | % | |
Oak Ridge | MH | Manteno | IL | 426 | | — | | 96.0 | % | | 95.1 | % | |
Sunset Lakes RV Resort(2) | RV | Hillsdale | IL | 230 | | 268 | | 100.0 | % | | 100.0 | % | |
Wildwood Community | MH | Sandwich | IL | 476 | | — | | 98.9 | % | | 98.7 | % | |
Reunion Lake RV Resort(2) | RV | Ponchatoula | LA | — | | 226 | | N/A | | N/A | |
Campers Haven RV Resort(2) | RV | Dennisport | MA | 224 | | 42 | | 100.0 | % | | 100.0 | % | |
Cape Cod RV Resort(2) | RV | East Falmouth | MA | 49 | | 207 | | 100.0 | % | | N/A | (4) |
Peter's Pond RV Resort(2) | RV | Sandwich | MA | 330 | | 76 | | 100.0 | % | | 100.0 | % | |
Castaways RV Resort & Campground(2) | RV | Berlin | MD | 1 | | 392 | | 100.0 | % | | 100.0 | % | |
Fort Whaley RV Resort & Campground(2) | RV | Whaleyville | MD | — | | 210 | | N/A | | N/A | |
Frontier Town RV Resort & Campground(2) | RV | Berlin | MD | — | | 685 | | N/A | | N/A | |
Hyde Park | MH | Easton | MD | 240 | | — | | 99.2 | % | | 98.3 | % | |
Jellystone Park™ at Maryland(2) | RV | Williamsport | MD | — | | 228 | | N/A | | N/A | |
Southside Landing | MH | Cambridge | MD | 96 | | — | | 88.5 | % | | 81.3 | % | |
Southern Hills / Northridge Place | MH | Stewartville | MN | 475 | | — | | 98.9 | % | | 98.5 | % | |
Pin Oak Parc | MH | O'Fallon | MO | 502 | | — | | 98.2 | % | | 99.2 | % | |
Southfork | MH | Belton | MO | 474 | | — | | 71.1 | % | | 67.7 | % | |
Jellystone Park™ at Memphis(2) | RV | Horn Lake | MS | — | | 155 | | N/A | | N/A | |
| | | | | | | | | |
Coastal Estates | MH | Hampstead | NC | 154 | | — | | 65.6 | % | (1) | 100.0 | % | |
Fort Tatham RV Resort & Campground(2) | RV | Sylva | NC | 54 | | 36 | | 100.0 | % | | 100.0 | % | |
Glen Laurel | MH | Concord | NC | 260 | | — | | 100.0 | % | | 100.0 | % | |
Jellystone Park™ at Golden Valley(2) | RV | Bostic | NC | — | | 258 | | N/A | | N/A | |
|
| | | | | | | | | | | | | | |
Property | MH/RV | City | State | MH and Annual RV Sites as of 12/31/19 | Transient RV Sites as of 12/31/19 | Occupancy as of 12/31/19 | Occupancy as of 12/31/18 |
Farmwood Village | MH | Dover | NH | 159 |
| — |
| 98.7 | % | | N/A |
| (5) |
Glen Ellis Family Campground (2) | RV | Glen | NH | 40 |
| 238 |
| 100.0 | % | | N/A |
| (5) |
Hannah Village | MH | Lebanon | NH | 81 |
| — |
| 100.0 | % | | N/A |
| (5) |
Hemlocks | MH | Tilton | NH | 103 |
| — |
| 99.0 | % | | N/A |
| (5) |
Mi-Te-Jo Campground (2) | RV | Milton | NH | 107 |
| 117 |
| 100.0 | % | | 100.0 | % | |
River Pines | MH | Nashua | NH | 480 |
| — |
| 98.8 | % | | N/A |
| (5) |
Strafford / Lake Winnipesaukee South KOA | RV | Strafford | NH | — |
| — |
| N/A |
| | N/A |
| |
Westward Shores Cottages & RV Resort (2) | RV | West Ossipee | NH | 386 |
| 114 |
| 100.0 | % | | 100.0 | % | |
Big Timber Lake RV Camping Resort | RV | Cape May Court House | NJ | 325 |
| 203 |
| 100.0 | % | | 100.0 | % | |
Cape May Crossing | MH | Cape May | NJ | 28 |
| — |
| 100.0 | % | | 100.0 | % | |
Deep Run | MH | Cream Ridge | NJ | 243 |
| — |
| 100.0 | % | | N/A |
| (5) |
Driftwood RV Resort & Campground (2) | RV | Clemont | NJ | 630 |
| 77 |
| 100.0 | % | | 100.0 | % | |
Lake Laurie RV and Camping Resort | RV | Cape May | NJ | 374 |
| 255 |
| 100.0 | % | | 100.0 | % | |
Long Beach RV Resort & Campground (2) | RV | Barnegat | NJ | 170 |
| 44 |
| 100.0 | % | | 100.0 | % | |
Seashore Campsites & RV Resort (2) | RV | Cape May | NJ | 434 |
| 242 |
| 100.0 | % | | 100.0 | % | |
Shady Pines | MH | Galloway Twp. | NJ | 39 |
| — |
| 100.0 | % | | 100.0 | % | |
Shady Pines RV Resort (2) | RV | Galloway Twp. | NJ | 52 |
| 43 |
| 100.0 | % | | 100.0 | % | |
Sun Villa Estates | MH | Reno | NV | 324 |
| — |
| 99.7 | % | | 99.7 | % | |
Adirondack Gateway RV Resort & Campground (2) | RV | Gansevoort | NY | 302 |
| 40 |
| 100.0 | % | | 100.0 | % | |
Cherrywood | MH | Clinton | NY | 176 |
| — |
| 80.7 | % | | N/A |
| (5) |
Jellystone Park™ at Birchwood Acres | MH | Greenfield Park | NY | 1 |
| — |
| 100.0 | % | | 100.0 | % | |
Jellystone Park™ at Birchwood Acres RV Resort (2) | RV | Greenfield Park | NY | 103 |
| 201 |
| 100.0 | % | | 100.0 | % | |
Jellystone Park™ at Gardiner (2) | RV | Gardiner | NY | — |
| 338 |
| N/A |
| | N/A |
| |
Jellystone Park™ of Western New York (2) | RV | North Java | NY | 15 |
| 344 |
| 100.0 | % | | 100.0 | % | |
Parkside Village | MH | Cheektowaga | NY | 156 |
| — |
| 100.0 | % | | 100.0 | % | |
Sky Harbor | MH | Cheektowaga | NY | 522 |
| — |
| 98.3 | % | | 96.7 | % | |
The Villas at Calla Pointe | MH | Cheektowaga | NY | 116 |
| — |
| 100.0 | % | | 98.3 | % | |
Country Village Estates | MH | Oregon City | OR | 518 |
| — |
| 99.8 | % | | N/A |
| (5) |
Forest Meadows | MH | Philomath | OR | 75 |
| — |
| 100.0 | % | | 98.7 | % | |
Oceanside RV Resort & Campground (2) | RV | Coos Bay | OR | — |
| 86 |
| N/A |
| | N/A |
| |
Woodland Park Estates | MH | Eugene | OR | 398 |
| — |
| 100.0 | % | | 99.7 | % | |
Countryside Estates | MH | Mckean | PA | 304 |
| — |
| 95.4 | % | | 98.0 | % | |
Jellystone Park™ at Quarryville (2) | RV | Quarryville | PA | — |
| 256 |
| N/A |
| | N/A |
| |
Lake in Wood RV Resort (2) | RV | Narvon | PA | 276 |
| 145 |
| 100.0 | % | | 100.0 | % | |
Pheasant Ridge | MH | Lancaster | PA | 553 |
| — |
| 100.0 | % | | 100.0 | % | |
Carolina Pines RV Resort (2) | RV | Conway | SC | 75 |
| 420 |
| 100.0 | % | | — | % | |
Country Lakes | MH | Little River | SC | 136 |
| — |
| 95.6 | % | | N/A |
| (5) |
Crossroads | MH | Aiken | SC | 171 |
| — |
| 25.7 | % | | N/A |
| (5) |
Crossroads RV Resort (2) | RV | Aiken | SC | 17 |
| 5 |
| 100.0 | % | | — | % | |
Lakeside Crossing | MH | Conway | SC | 688 |
| — |
| 76.6 | % | (1) | 82.7 | % | (1) |
Ocean Pines | MH | Garden City | SC | 579 |
| — |
| 99.5 | % | | N/A |
| (5) |
Southern Palms | MH | Ladson | SC | 194 |
| — |
| 100.0 | % |
| N/A |
| (5) |
Bell Crossing | MH | Clarksville | TN | 237 |
| — |
| 98.7 | % | | 97.5 | % | |
Jellystone Park™ at Memphis (2) | RV | Horn Lake | TN | — |
| 155 |
| N/A |
| | N/A |
| |
River Plantation RV Resort (2) | RV | Sevierville | TN | — |
| 308 |
| N/A |
| | N/A |
| |
Archview RV Resort & Campground (2) | RV | Moab | UT | — |
| 113 |
| N/A |
| | N/A |
| |
Canyonlands RV Resort & Campground (2) | RV | Moab | UT | — |
| 131 |
| N/A |
| | N/A |
| |
Moab Valley RV Resort & Campground (2) | RV | Moab | UT | — |
| 131 |
| N/A |
| | N/A |
| |
Pony Express RV Resort & Campground (2) | RV | North Salt Lake | UT | — |
| 185 |
| N/A |
| | N/A |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | MH/RV | City | State | MH and Annual RV Sites as of 12/31/2020 | Transient RV Sites as of 12/31/2020 | Occupancy as of 12/31/2020 | Occupancy as of 12/31/2019 |
Meadowbrook | MH | Charlotte | NC | 321 | | — | | 99.7 | % | | 100.0 | % | |
Sun Villa Estates | MH | Reno | NV | 324 | | — | | 100.0 | % | | 99.7 | % | |
Country Village Estates | MH | Oregon City | OR | 518 | | — | | 99.8 | % | | 99.8 | % | |
Crown Villa RV Resort | RV | Bend | OR | — | | 123 | | N/A | | N/A | (4) |
Forest Meadows | MH | Philomath | OR | 75 | | — | | 100.0 | % | | 100.0 | % | |
Oceanside RV Resort & Campground(2) | RV | Coos Bay | OR | — | | 86 | | N/A | | N/A | |
Woodland Park Estates | MH | Eugene | OR | 398 | | — | | 100.0 | % | | 100.0 | % | |
Countryside Estates | MH | Mckean | PA | 304 | | — | | 96.4 | % | | 95.4 | % | |
Jellystone Park™ at Quarryville(2) | RV | Quarryville | PA | — | | 256 | | N/A | | N/A | |
River Beach Campsites & RV(2) | RV | Milford | PA | — | | — | | N/A | | N/A | (4) |
Lake in Wood RV Resort(2) | RV | Narvon | PA | 278 | | 144 | | 100.0 | % | | 100.0 | % | |
Pheasant Ridge | MH | Lancaster | PA | 553 | | — | | 100.0 | % | | 100.0 | % | |
Carolina Pines RV Resort(2) | RV | Conway | SC | 149 | | 562 | | 100.0 | % | | 100.0 | % | |
Country Lakes | MH | Little River | SC | 136 | | — | | 95.6 | % | | 95.6 | % | |
Crossroads | MH | Aiken | SC | 171 | | — | | 60.8 | % | (1) | 25.7 | % | (1) |
Crossroads RV Resort(2) | RV | Aiken | SC | 22 | | — | | 100.0 | % | | 100.0 | % | |
Lakeside Crossing | MH | Conway | SC | 690 | | — | | 82.9 | % | (1) | 76.6 | % | (1) |
Ocean Pines | MH | Garden City | SC | 579 | | — | | 99.5 | % | | 99.5 | % | |
Southern Palms | MH | Ladson | SC | 194 | | — | | 100.0 | % |
| 100.0 | % | |
Bell Crossing | MH | Clarksville | TN | 237 | | — | | 99.6 | % | | 98.7 | % | |
| | | | | | | | | |
Sun Outdoors Sevierville Pigeon Forge(2) | RV | Sevierville | TN | 70 | | 238 | | 100.0 | % | | N/A | |
Archview RV Resort & Campground(2) | RV | Moab | UT | — | | 113 | | N/A | | N/A | |
Canyonlands RV Resort & Campground(2) | RV | Moab | UT | — | | 131 | | N/A | | N/A | |
Moab Valley RV Resort & Campground(2) | RV | Moab | UT | — | | 131 | | N/A | | N/A | |
Pony Express RV Resort & Campground(2) | RV | North Salt Lake | UT | — | | 185 | | N/A | | N/A | |
Slickrock RV Resort & Campground(2) | RV | Moab | UT | — | | 190 | | N/A | | N/A | |
Chincoteague Island KOA RV Resort(3) | RV | Chincoteague | VA | — | | — | | N/A | | N/A | |
Gwynn's Island RV Resort & Campground(2) | RV | Gwynn | VA | 106 | | 23 | | 100.0 | % | | 100.0 | % | |
Jellystone Park™ at Luray(2) | RV | East Luray | VA | — | | 255 | | N/A | | N/A | |
Jellystone Park™ at Natural Bridge(2) | RV | Natural Bridge Station | VA | 62 | | 237 | | 100.0 | % | | N/A | (4) |
New Point RV Resort(2) | RV | New Point | VA | 292 | | 32 | | 100.0 | % | | 100.0 | % | |
Pine Ridge | MH | Prince George | VA | 376 | | — | | 98.9 | % | | 90.2 | % | (1) |
Shenandoah Acres Family Campground(2) | RV | Stuarts Draft | VA | 302 | | 190 | | 100.0 | % | | N/A | (4) |
Sunset Beach RV Resort(3) | RV | Cape Charles | VA | — | | — | | N/A | | N/A | |
Gig Harbor RV Resort(2) | RV | Gig Harbor | WA | — | | 112 | | N/A | | N/A | (4) |
Thunderhill Estates | MH | Sturgeon Bay | WI | 266 | | — | | 97.0 | % | | 98.5 | % | |
Westward Ho RV Resort & Campground(2) | RV | Glenbeulah | WI | 223 | | 99 | | 100.0 | % | | 100.0 | % | |
Other Total | | | | 14,549 | | 6,348 | | 96.5 | % | | 95.3 | % | |
| | | | | | | | | |
US TOTAL / AVERAGE | | | | 120,162 | | 24,077 | | 97.3 | % | | 96.3 | % | |
| | | | | | | | | |
CANADA | | | | | | | | | |
Arran Lake RV Resort & Campground(2) | RV | Allenford | ON | 178 | | 11 | | 100.0 | % | | 100.0 | % | |
Craigleith RV Resort & Campground(2) | RV | Clarksburg | ON | 82 | | 29 | | 100.0 | % | | 100.0 | % | |
Deer Lake RV Resort & Campground(2) | RV | Huntsville | ON | 198 | | 43 | | 100.0 | % | | 100.0 | % | |
Grand Oaks RV Resort & Campground(2) | RV | Cayuga | ON | 237 | | 42 | | 100.0 | % | | 100.0 | % | |
Gulliver's Lake RV Resort & Campground(2) | RV | Millgrove | ON | 198 | | — | | 100.0 | % | | 100.0 | % | |
Hidden Valley RV Resort & Campground(2) | RV | Normandale | ON | 206 | | 39 | | 100.0 | % | | 100.0 | % | |
Lafontaine RV Resort & Campground(2) | RV | Tiny | ON | 215 | | 48 | | 100.0 | % | | 100.0 | % | |
Lake Avenue RV Resort & Campground(2) | RV | Cherry Valley | ON | 125 | | 11 | | 100.0 | % | | 100.0 | % | |
|
| | | | | | | | | | | | | | |
Property | MH/RV | City | State | MH and Annual RV Sites as of 12/31/19 | Transient RV Sites as of 12/31/19 | Occupancy as of 12/31/19 | Occupancy as of 12/31/18 |
Slickrock RV Resort & Campground (2) | RV | Moab | UT | — |
| 193 |
| N/A |
| | N/A |
| |
Chincoteague Island KOA RV Resort (3) | RV | Chincoteague | VA | — |
| — |
| N/A |
| | N/A |
| |
Gwynn's Island RV Resort & Campground (2) | RV | Gwynn | VA | 107 |
| 22 |
| 100.0 | % | | 100.0 | % | |
Jellystone Park™ at Luray (2) | RV | East Luray | VA | — |
| 255 |
| N/A |
| | N/A |
| |
New Point RV Resort (2) | RV | New Point | VA | 277 |
| 47 |
| 100.0 | % | | 100.0 | % | |
Pine Ridge | MH | Prince George | VA | 376 |
| — |
| 90.2 | % | (1) | 82.4 | % | (1) |
Sunset Beach RV Resort (3) | RV | Cape Charles | VA | — |
| — |
| N/A |
| | N/A |
| |
Thunderhill Estates | MH | Sturgeon Bay | WI | 266 |
| — |
| 98.5 | % | | 93.6 | % | |
Westward Ho RV Resort & Campground (2) | RV | Glenbeulah | WI | 225 |
| 97 |
| 100.0 | % | | 100.0 | % | |
Other Total | | | | 22,572 |
| 8,495 |
| 96.0 | % | | 96.7 | % | |
| | | | | | | | | |
US TOTAL / AVERAGE | | | | 115,846 |
| 20,477 |
| 96.3 | % | | 96.0 | % | |
| | | | | | | | | |
CANADA | | | | | | | | | |
Arran Lake RV Resort & Campground (2) | RV | Allenford | ON | 166 |
| 23 |
| 100.0 | % | | 100.0 | % | |
Craigleith RV Resort & Campground (2) | RV | Clarksburg | ON | 85 |
| 26 |
| 100.0 | % | | 100.0 | % | |
Deer Lake RV Resort & Campground (2) | RV | Huntsville | ON | 179 |
| 62 |
| 100.0 | % | | 100.0 | % | |
Grand Oaks RV Resort & Campground (2) | RV | Cayuga | ON | 234 |
| 44 |
| 100.0 | % | | 100.0 | % | |
Gulliver's Lake RV Resort & Campground (2) | RV | Millgrove | ON | 198 |
| — |
| 100.0 | % | | 100.0 | % | |
Hidden Valley RV Resort & Campground (2) | RV | Normandale | ON | 204 |
| 41 |
| 100.0 | % | | 100.0 | % | |
Lafontaine RV Resort & Campground (2) | RV | Tiny | ON | 210 |
| 53 |
| 100.0 | % | | 100.0 | % | |
Lake Avenue RV Resort & Campground (2) | RV | Cherry Valley | ON | 124 |
| 12 |
| 100.0 | % | | 100.0 | % | |
Pickerel Park RV Resort & Campground (2) | RV | Napanee | ON | 148 |
| 61 |
| 100.0 | % | | 100.0 | % | |
Sherkston Shores Beach Resort & Campground (2) | RV | Sherkston | ON | 1,454 |
| 327 |
| 100.0 | % | | 100.0 | % | |
Silver Birches RV Resort & Campground (2) | RV | Lambton Shores | ON | 133 |
| 29 |
| 100.0 | % | | 100.0 | % | |
Trailside RV Resort & Campground (2) | RV | Seguin | ON | 197 |
| 40 |
| 100.0 | % | | 100.0 | % | |
Willow Lake RV Resort & Campground (2) | RV | Scotland | ON | 371 |
| 2 |
| 100.0 | % | | 100.0 | % | |
Willowood RV Resort & Campground (2) | RV | Amherstburg | ON | 139 |
| 188 |
| 100.0 | % | | 100.0 | % | |
Woodland Lake RV Resort & Campground (2) | RV | Bornholm | ON | 189 |
| 31 |
| 100.0 | % | | 100.0 | % | |
CANADA TOTAL / AVERAGE | | | | 4,031 |
| 939 |
| 100.0 | % | | 100.0 | % | |
| | | | | | | | | |
COMPANY TOTAL / AVERAGE | | | | 119,877 |
| 21,416 |
| 96.4 | % | | 96.1 | % | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | MH/RV | City | State | MH and Annual RV Sites as of 12/31/2020 | Transient RV Sites as of 12/31/2020 | Occupancy as of 12/31/2020 | Occupancy as of 12/31/2019 |
Pickerel Park RV Resort & Campground(2) | RV | Napanee | ON | 146 | | 63 | | 100.0 | % | | 100.0 | % | |
Sherkston Shores Beach Resort & Campground(2) | RV | Sherkston | ON | 1,491 | | 375 | | 100.0 | % | | 100.0 | % | |
Silver Birches RV Resort & Campground(2) | RV | Lambton Shores | ON | 137 | | 25 | | 100.0 | % | | 100.0 | % | |
Trailside RV Resort & Campground(2) | RV | Seguin | ON | 205 | | 32 | | 100.0 | % | | 100.0 | % | |
Willow Lake RV Resort & Campground(2) | RV | Scotland | ON | 370 | | 3 | | 100.0 | % | | 100.0 | % | |
Willowood RV Resort & Campground(2) | RV | Amherstburg | ON | 117 | | 210 | | 100.0 | % | | 100.0 | % | |
Woodland Lake RV Resort & Campground(2) | RV | Bornholm | ON | 185 | | 35 | | 100.0 | % | | 100.0 | % | |
CANADA TOTAL / AVERAGE | | | | 4,090 | | 966 | | 100.0 | % | | 100.0 | % | |
| | | | | | | | | |
COMPANY TOTAL / AVERAGE | | | | 124,252 | | 25,043 | | 97.3 | % | | 96.4 | % | |
(1) Occupancy in these Propertiesproperties reflects the fact that these communitiesproperties are in a lease-up phase following an expansion, redevelopment or initial construction.
(2) Occupancy percentage excludes transient RV sites. Percentage calculated by dividing revenue producing sites by developed sites. A revenue producing site is defined as a site that is occupied by a paying resident or reserved by a customer with annual or seasonal usage rights. A developed site is defined as an adequate sized parcel of land that has road and utility access which is zoned and licensed (if required) for use as a home site.
(3) We have an ownership interest in Sunset Beach, Strafford, and Chincoteague Island, but do not maintain and operate the property.
(4) No occupancy in these properties for the year ended December 31, 2019 as properties were acquired during the year ended December 31, 2020.
(5) Occupancy in these Propertiesproperties at 12/31/2019December 31, 2020 reflects the redevelopment following asset impairments resulting from Hurricane Irma in September 2017.
(5) No occupancy in 2018 as communities were acquired in 2019.
The following tables set forth certain information relating to our Safe Harbor branded marinas as of December 31, 2020.
| | | | | | | | | | | | | | | | |
Marina Property Name | | City | State | Wet Slips and Dry Storage Spaces as of 12/31/2020 | | | | |
UNITED STATES | | | | | | | | |
NORTHEAST | | | | | | | | |
Connecticut | | | | | | | | |
Bruce & Johnsons | | Branford | CT | 663 | | | | | |
Dauntless(1) | | Essex | CT | 335 | | | | | |
Dauntless Shipyard(1) | | Essex | CT | — | | | | | |
Deep River | | Deep River | CT | 305 | | | | | |
Essex Island(1) | | Essex | CT | — | | | | | |
Ferry Point | | Old Saybrook | CT | 137 | | | | | |
Harbor House(2) | | Stamford | CT | — | | | | | |
Mystic | | Mystic | CT | 254 | | | | | |
Pilots Point | | Westbrook | CT | 873 | | | | | |
Stratford | | Stratford | CT | 183 | | | | | |
Yacht Haven(2) | | Stamford | CT | 504 | | | | | |
Connecticut Total | | | | 3,254 | | | | | |
| | | | | | | | |
Rhode Island | | | | | | | | |
Cove Haven | | Barrington | RI | 340 | | | | | |
Cowesett | | Warwick | RI | 706 | | | | | |
Greenwich Bay | | Warwick | RI | 511 | | | | | |
Island Park(3) | | Portsmouth | RI | — | | | | | |
Jamestown Boatyard | | Jamestown | RI | 87 | | | | | |
New England Boatworks | | Portsmouth | RI | 294 | | | | | |
Newport Shipyard | | Newport | RI | 45 | | | | | |
Sakonnet(3) | | Portsmouth | RI | 369 | | | | | |
Silver Spring | | South Kingstown | RI | 86 | | | | | |
| | | | | | | | |
Wickford(4) | | North Kingstown | RI | — | | | | | |
Wickford Cove(4) | | North Kingstown | RI | 252 | | | | | |
Rhode Island Total | | | | 2,690 | | | | | |
| | | | | | | | |
New York | | | | | | | | |
Capri | | Port Washington | NY | 332 | | | | | |
Gaines | | Rouses Point | NY | 281 | | | | | |
Glen Cove | | Glen Cove | NY | 497 | | | | | |
Greenport(5) | | Greenport | NY | 381 | | | | | |
Haverstraw | | West Haverstraw | NY | 873 | | | | | |
Post Road | | Mamaroneck | NY | 49 | | | | | |
Stirling(5) | | Greenport | NY | — | | | | | |
Willsboro Bay | | Willsboro | NY | 207 | | | | | |
New York Total | | | | 2,620 | | | | | |
| | | | | | | | |
Massachusetts | | | | | | | | |
Fiddler's Cove | | North Falmouth | MA | 227 | | | | | |
Green Harbor | | Marshfield | MA | 202 | | | | | |
Hawthorne Cove | | Salem | MA | 364 | | | | | |
Marina Bay | | Quincy | MA | 678 | | | | | |
Onset Bay | | Buzzards Bay | MA | 230 | | | | | |
Plymouth | | Plymouth | MA | 186 | | | | | |
Sunset Bay | | Hull | MA | 306 | | | | | |
| | | | | | | | | | | | | | | | |
Marina Property Name | | City | State | Wet Slips and Dry Storage Spaces as of 12/31/2020 | | | | |
Massachusetts Total | | | | 2,193 | | | | | |
| | | | | | | | |
Maryland | | | | | | | | |
Annapolis | | Annapolis | MD | 184 | | | | | |
Bohemia Vista | | Chesapeake Bay | MD | 127 | | | | | |
Carroll Island | | Baltimore | MD | 380 | | | | | |
Great Oak Landing | | Chestertown | MD | 427 | | | | | |
Hacks Point | | Earleville | MD | 85 | | | | | |
Narrows Point | | Grasonville | MD | 503 | | | | | |
Oxford | | Oxford | MD | 136 | | | | | |
Zahnisers | | Solomons | MD | 227 | | | | | |
Maryland Total | | | | 2,069 | | | | | |
| | | | | | | | |
New Jersey | | | | | | | | |
Crystal Point | | Point Pleasant | NJ | 157 | | | | | |
Manasquan River | | Brick Township | NJ | 235 | | | | | |
New Jersey Total | | | | 392 | | | | | |
| | | | | | | | |
Maine | | | | | | | | |
Great Island | | Harpswell | ME | 330 | | | | | |
Rockland | | Rockland | ME | 173 | | | | | |
Maine Total | | | | 503 | | | | | |
| | | | | | | | |
Vermont | | | | | | | | |
Shelburne Shipyard | | Shelburne | VT | 116 | | | | | |
Vermont Total | | | | 116 | | | | | |
| | | | | | | | |
SOUTH | | | | | | | | |
Georgia | | | | | | | | |
Aqualand | | Flowery Branch | GA | 1,610 | | | | | |
Bahia Bleu | | Thunderbolt | GA | 263 | | | | | |
Hideaway Bay | | Flowery Branch | GA | 628 | | | | | |
Trade Winds | | Appling | GA | 333 | | | | | |
Georgia Total | | | | 2,834 | | | | | |
| | | | | | | | |
Kentucky | | | | | | | | |
Beaver Creek | | Monticello | KY | 257 | | | | | |
Burnside | | Somerset | KY | 344 | | | | | |
Grider Hill | | Albany | KY | 810 | | | | | |
Jamestown | | Jamestown | KY | 694 | | | | | |
Wisdom Dock | | Albany | KY | 290 | | | | | |
Kentucky Total | | | | 2,395 | | | | | |
| | | | | | | | |
Texas | | | | | | | | |
Emerald Point | | Austin | TX | 519 | | | | | |
Pier 121 | | Lewisville | TX | 1,310 | | | | | |
Walden | | Montgomery | TX | 353 | | | | | |
Texas Total | | | | 2,182 | | | | | |
| | | | | | | | |
Arkansas | | | | | | | | |
Brady Mountain | | Royal | AR | 578 | | | | | |
| | | | | | | | | | | | | | | | |
Marina Property Name | | City | State | Wet Slips and Dry Storage Spaces as of 12/31/2020 | | | | |
Arkansas Total | | | | 578 | | | | | |
| | | | | | | | |
Tennessee | | | | | | | | |
Eagle Cove | | Byrdstown | TN | 69 | | | | | |
Holly Creek | | Celina | TN | 297 | | | | | |
Tennessee Total | | | | 366 | | | | | |
| | | | | | | | |
Mississippi | | | | | | | | |
Aqua Yacht | | Iuka | MS | 432 | | | | | |
Mississippi Total | | | | 432 | | | | | |
| | | | | | | | |
Alabama | | | | | | | | |
Sportsman | | Orange Beach | AL | 697 | | | | | |
Alabama Total | | | | 697 | | | | | |
| | | | | | | | |
Oklahoma | | | | | | | | |
Harbors View | | Afton | OK | 132 | | | | | |
Oklahoma Total | | | | 132 | | | | | |
| | | | | | | | |
SOUTHEAST | | | | | | | | |
Florida | | | | | | | | |
Burnt Store | | Punta Gorda | FL | 697 | | | | | |
Calusa Island | | Goodland | FL | 548 | | | | | |
Cape Harbour | | Cape Coral | FL | 231 | | | | | |
Harbortown | | Fort Pierce | FL | 354 | | | | | |
New Port Cove | | Riviera Beach | FL | 328 | | | | | |
North Palm Beach | | North Palm Beach | FL | 101 | | | | | |
Old Port Cove | | North Palm Beach | FL | 210 | | | | | |
Pier 77 | | Bradenton | FL | 185 | | | | | |
Pineland | | Bokeelia | FL | 241 | | | | | |
Regatta Pointe | | Palmetto | FL | 348 | | | | | |
Riviera Beach | | Riviera Beach | FL | 8 | | | | | |
Siesta Key | | Sarasota | FL | 252 | | | | | |
South Fork(6) | | Fort Lauderdale | FL | — | | | | | |
West Palm Beach | | West Palm Beach | FL | 70 | | | | | |
Florida Total | | | | 3,573 | | | | | |
| | | | | | | | |
South Carolina | | | | | | | | |
Beaufort | | Beaufort | SC | 120 | | | | | |
Bristol | | Charleston | SC | 146 | | | | | |
Charleston City | | Charleston | SC | 255 | | | | | |
City Boatyard | | Charleston | SC | 194 | | | | | |
Port Royal | | Port Royal | SC | 161 | | | | | |
Reserve Harbor | | Pawleys Island | SC | 228 | | | | | |
Skull Creek | | Hilton Head | SC | 184 | | | | | |
| | | | | | | | |
South Carolina Total | | | | 1,288 | | | | | |
| | | | | | | | |
North Carolina | | | | | | | | |
Kings Point | | Cornelius | NC | 785 | | | | | |
Peninsula Yacht Club | | Cornelius | NC | 403 | | | | | |
Skippers Landing | | Troutman | NC | 440 | | | | | |
| | | | | | | | | | | | | | | | |
Marina Property Name | | City | State | Wet Slips and Dry Storage Spaces as of 12/31/2020 | | | | |
South Harbour Village | | Southport | NC | 124 | | | | | |
Westport | | Denver | NC | 628 | | | | | |
North Carolina Total | | | | 2,380 | | | | | |
| | | | | | | | |
MIDWEST | | | | | | | | |
Michigan | | | | | | | | |
Belle Maer | | Harrison Township | MI | 723 | | | | | |
Grand Isle | | Grand Haven | MI | 763 | | | | | |
Great Lakes | | Muskegon | MI | 648 | | | | | |
Jefferson Beach | | St. Clair Shores | MI | 1,368 | | | | | |
Toledo Beach | | La Salle Township | MI | 966 | | | | | |
Michigan Total | | | | 4,468 | | | | | |
| | | | | | | | |
Ohio | | | | | | | | |
Lakefront | | Port Clinton | OH | 623 | | | | | |
Sandusky | | Sandusky | OH | 793 | | | | | |
Ohio Total | | | | 1,416 | | | | | |
| | | | | | | | |
SOUTHWEST | | | | | | | | |
California | | | | | | | | |
Anacapa Isle | | Oxnard | CA | 453 | | | | | |
Ballena Isle | | Alameda | CA | 356 | | | | | |
| | | | | | | | |
Emeryville | | Emeryville | CA | 432 | | | | | |
Loch Lomond | | San Rafael | CA | 525 | | | | | |
Ventura Isle | | Ventura | CA | 537 | | | | | |
California Total | | | | 2,303 | | | | | |
| | | | | | | | |
US TOTAL / AVERAGE | | | | 38,881 | | | | | |
(1) Wet slips and dry storage spaces from Dauntless Shipyard and Essex Island are grouped into Dauntless.
(2) Wet slips and dry storage spaces from Harbor House are grouped into Yacht Haven.
(3) Wet slips and dry storage spaces from Island Park are grouped into Sakonnet.
(4) Wet slips and dry storage spaces from Wickford are grouped into Wickford Cove.
(5) Wet slips and dry storage spaces from Stirling are grouped into Greenport.
(6) Property currently under development.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material adverse impact on our results of operations or financial condition.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
| |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock has been listed on the NYSE since December 8, 1993, and traded under the symbol “SUI”.“SUI.” On February 13, 2020,11, 2021, the closing share price of our common stock was 165.97$147.19 per share on the NYSE, and there were 283278 holders of record for the 93,319,200107,616,246 outstanding shares of common stock.
On February 13, 2020,11, 2021, the following OP units of the Operating Partnership were outstanding:
| | OP Units | | OP units issued and outstanding | | Exchangeable shares of common stock | OP Units | | OP Units Issued and Outstanding | | Exchangeable Shares of Common Stock |
Aspen preferred OP units | | 1,283,819 |
| | 399,872 |
| Aspen preferred OP units | | 1,283,819 | | | 407,840 | |
Series A-1 preferred OP units | | 307,634 |
| | 750,327 |
| Series A-1 preferred OP units | | 294,734 | | | 718,863 | |
Series C preferred OP units | | 310,424 |
| | 344,571 |
| Series C preferred OP units | | 306,303 | | | 339,996 | |
Series D preferred OP units | | 488,958 |
| | 391,166 |
| Series D preferred OP units | | 488,958 | | | 391,166 | |
Series E preferred OP units | | 90,000 |
| | 62,069 |
| Series E preferred OP units | | 90,000 | | | 62,069 | |
Series F preferred OP units | | Series F preferred OP units | | 90,000 | | | 56,250 | |
Series G preferred OP units | | Series G preferred OP units | | 240,710 | | | 155,297 | |
Series H preferred OP units | | Series H preferred OP units | | 581,407 | | | 354,516 | |
Series I preferred OP units | | Series I preferred OP units | | 922,000 | | | 562,195 | |
Series A-3 preferred OP units | | 40,268 |
| | 74,917 |
| Series A-3 preferred OP units | | 40,268 | | | 74,917 | |
Common OP units | | 2,408,210 |
| | 2,408,210 |
| Common OP units | | 2,589,760 | | | 2,589,760 | |
| | 4,929,313 |
| | 4,431,132 |
| |
Total | | Total | | 6,927,959 | | | 5,712,869 | |
We have historically paid regular quarterly distributions to holders of our common stock and common OP units. In addition, we are obligated to make distributions to holders of shares of Aspen preferred OP units, Series A-1 preferred OP units, Series C preferred OP units, Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred OP units, Series I preferred OP units, and Series A-3 preferred OP units. See “Structure of the Company” under Part I, Item 1 of this Annual Report on Form 10-K. Our ability to make distributions on our common stock and preferred OP units, payments on our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. The decision to declare and pay distributions on shares of our common stock and common OP units in the future, as well as the timing, amount, and composition of any such future distributions, will be at the sole discretion of our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT and legal restrictions, general overall economic conditions and other factors.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table reflects information about the securities authorized for issuance under our equity compensation plans as of December 31, 2019:2020:
| | | | | | | | | | | | | | | | | | | | |
| | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted-average exercise price of outstanding options, warrants and rights | | Number of shares of common stock remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) |
Plan Category | | (a) | | (b) | | (c) |
Equity compensation plans approved by stockholders | | 1,500 | | | $ | 37.35 | | | 909,085 | |
Equity compensation plans not approved by stockholders | | — | | | — | | | — | |
Total | | 1,500 | | | — | | | 909,085 | |
|
| | | | | | | | | | |
| | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted-average exercise price of outstanding options, warrants and rights | | Number of shares of common stock remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) |
Plan Category | | (a) | | (b) | | (c) |
Equity compensation plans approved by stockholders | | 1,500 |
| | $ | 37.35 |
| | 974,864 |
|
Equity compensation plans not approved by stockholders | | — |
| | — |
| | — |
|
Total | | 1,500 |
| | — |
| | 974,864 |
|
Recent Sales of Unregistered Securities
From time to time, we may issue shares of common stock in exchange for OP units that may be tendered to the Operating Partnership for redemption in accordance with the terms and provisions of the limited partnership agreement of the Operating Partnership. Such shares are issued based on the exchange ratios and formulas described in “Structure of the Company” under Part I, Item 1 of this Annual Report on Form 10-K. Below is the activity of conversions for the quarter and year ended December 31, 2019:2020:
| | | | Three Months Ended December 31, 2020 | | Year Ended December 31, 2020 | |
OP Units | | OP Units | | Conversion Rate | | Units / Shares | Common Stock | | Units / Shares | Common Stock | |
Common OP units | | Common OP units | | 1.0000 | | 51,959 | | 51,959 | | | 81,845 | | 81,845 | | |
Series A-1 preferred OP units | | Series A-1 preferred OP units | | 2.4390 | | 3,886 | | 9,478 | | | 14,500 | | 35,359 | | |
| Series C preferred OP units | | Series C preferred OP units | | 1.1100 | | 2,636 | | 2,926 | | | 4,121 | | 4,573 | | |
| | | | Three Months Ended December 31, 2019 | | Year Ended December 31, 2019 | |
OP units | | Conversion Rate | | Units / Shares | Common Stock | | Units / Shares | Common Stock | |
Common OP units | | 1.0000 | | 42,471 |
| 42,471 |
| | 485,629 |
| 485,629 |
| |
Series A-1 preferred OP units | | 2.4390 | | 6,975 |
| 17,007 |
| | 22,707 |
| 55,370 |
| |
Series A-4 preferred OP units | | 0.4444 | | — |
| — |
| | 4,708 |
| 2,092 |
| |
Series A-4 preferred stock | | 0.4444 | | 1,051,501 |
| 467,320 |
| | 1,062,789 |
| 472,366 |
| |
Series C preferred OP units | | 1.1100 | | — |
| — |
| | 4,014 |
| 4,455 |
| |
|
In addition to the shares of common stock issued pursuant to OP unit conversions above, we issued 1,972,876 shares of common stock on October 30, 2019 in connection with an acquisition.
All of the securities described above were issued in private placements in reliance on Section 4(a)(2) of the Securities Act, including Regulation D promulgated thereunder, based on certain investment representations made by the parties to whom the securities were issued. No underwriters were used in connection with any of such issuances.
Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on our common stock against the cumulative total return of a broad market index composed of all issuers listed on the NYSE and an industry index comprised of 13 publicly traded REITs, for the five year period ending on December 31, 2019.2020. This line graph assumes a $100 investment on December 31, 2014,2015, a reinvestment of distributions and actual increase of the market value of our common stock relative to an initial investment of $100.The$100. The comparisons in this table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our common stock.
Peer Group
We utilize peer group data for quantitative benchmarking against external market participants. We select our peer group based on a number of quantitative and qualitative factors including, but not limited to, revenues, total assets, market capitalization, industry, sub-industry, location, total shareholder return history, executive compensation components, and peer decisions made by other companies. From time to time, we update our peer group based on analysis of the aforementioned factors and application of judgment. During 2019, we updated our peer group, as shown in the “SUI New Peer Group” caption in the table below.
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
Index | | December 31, 2014 | | December 31, 2015 | | December 31, 2016 | | December 31, 2017 | | December 31, 2018 | | December 31, 2019 |
Sun Communities, Inc. | | $ | 100.00 |
| | $ | 117.89 |
| | $ | 136.51 |
| | $ | 170.55 |
| | $ | 192.54 |
| | $ | 290.57 |
|
SNL U.S. REIT Residential Index | | $ | 100.00 |
| | $ | 116.35 |
| | $ | 122.15 |
| | $ | 132.87 |
| | $ | 135.24 |
| | $ | 172.60 |
|
NYSE Composite Index | | $ | 100.00 |
| | $ | 95.91 |
| | $ | 107.36 |
| | $ | 127.46 |
| | $ | 116.06 |
| | $ | 145.66 |
|
SUI New Peer Group (1) | | $ | 100.00 |
| | $ | 118.97 |
| | $ | 120.98 |
| | $ | 128.53 |
| | $ | 127.38 |
| | $ | 159.20 |
|
SUI Old Peer Group (2) | | $ | 100.00 |
| | $ | 114.52 |
| | $ | 117.98 |
| | $ | 120.65 |
| | $ | 117.90 |
| | $ | 146.89 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
Index | | December 31, 2015 | | December 31, 2016 | | December 31, 2017 | | December 31, 2018 | | December 31, 2019 | | December 31, 2020 |
Sun Communities, Inc. | | $ | 100.00 | | | $ | 115.79 | | | $ | 144.67 | | | $ | 163.33 | | | $ | 246.48 | | | $ | 255.31 | |
SNL U.S. REIT Residential Index | | $ | 100.00 | | | $ | 104.99 | | | $ | 114.20 | | | $ | 116.24 | | | $ | 148.35 | | | $ | 131.90 | |
NYSE Composite Index | | $ | 100.00 | | | $ | 111.94 | | | $ | 132.90 | | | $ | 121.01 | | | $ | 151.87 | | | $ | 162.49 | |
SUI Peer Group (1) | | $ | 100.00 | | | $ | 101.69 | | | $ | 108.03 | | | $ | 107.07 | | | $ | 133.81 | | | $ | 121.69 | |
(1)SUI new peer group includes: American Campus Communities, Inc., Apartment Investment and Management Company, AvalonBay Communities, Inc., Camden Property Trust, CubeSmart, Equity Lifestyles Properties, Inc., Essex Property Trust, Inc., Extra Space Storage Inc., Federal Realty Investment Trust, Invitation Homes, Inc., Mid-America Apartment Communities, Inc., The Macerich Company, and UDR, Inc.
(2)
SUI old peer group included: American Campus Communities, Inc., Apartment Investment and Management Company, AvalonBay Communities, Inc., Brandywine Realty Trust, Camden Property Trust, CubeSmart, Equity Lifestyles Properties, Inc., Essex Property Trust, Inc., Federal Realty Investment Trust, Kimco Realty Corp., The Macerich Company, Mid-America Apartment Communities, Inc., UDR, Inc., and Weingarten Realty Investors.
The information included under the heading “Performance Graph” is not to be treated as “soliciting material” or as “filed” with the SEC, and is not incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act that is made on, before or after the date of filing of this Annual Report on Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial information on a historical basis. The historical financial data has been derived from our historical financial statements. The following information should be read in conjunction with the information included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Consolidated Financial Statements and the Notes thereto. In addition to the results presented in accordance with GAAP below, we have provided funds from operations (“FFO”) as a supplemental performance measure. Refer to Non-GAAP Financial Measures in Item 7 below for additional information.
| | | Year Ended | | Year Ended |
| December 31, 2019 | | December 31, 2018 (1) | | December 31, 2017 (1) | | December 31, 2016 (1) | | December 31, 2015 (1) | | December 31, 2020 | | December 31, 2019(1) | | December 31, 2018(1) | | December 31, 2017(1) | | December 31, 2016(1) |
| (In thousands, except for share related data) | | (In thousands, except for share related data) |
Financial Information | | | | | | | | | | Financial Information | |
Total revenues | $ | 1,264,037 |
| | $ | 1,126,825 |
| | $ | 982,570 |
| | $ | 833,778 |
| | $ | 674,731 |
| Total revenues | $ | 1,398,347 | | | $ | 1,264,037 | | | $ | 1,126,825 | | | $ | 982,570 | | | $ | 833,778 | |
Net income | $ | 177,379 |
| | $ | 120,158 |
| | $ | 81,819 |
| | $ | 31,471 |
| | $ | 170,473 |
| Net income | $ | 147,451 | | | $ | 177,379 | | | $ | 120,158 | | | $ | 81,819 | | | $ | 31,471 | |
Net Income attributable to Sun Communities Inc. common stockholders | $ | 160,265 |
| | $ | 105,493 |
| | $ | 65,021 |
| | $ | 17,369 |
| | $ | 137,325 |
| |
Net income attributable to Sun Communities Inc. common stockholders | | Net income attributable to Sun Communities Inc. common stockholders | $ | 131,614 | | | $ | 160,265 | | | $ | 105,493 | | | $ | 65,021 | | | $ | 17,369 | |
Basic earnings per share | $ | 1.80 |
| | $ | 1.29 |
| | $ | 0.85 |
| | $ | 0.27 |
| | $ | 2.53 |
| Basic earnings per share | $ | 1.34 | | | $ | 1.80 | | | $ | 1.29 | | | $ | 0.85 | | | $ | 0.27 | |
Diluted earnings per share | $ | 1.80 |
| | $ | 1.29 |
| | $ | 0.85 |
| | $ | 0.26 |
| | $ | 2.52 |
| Diluted earnings per share | $ | 1.34 | | | $ | 1.80 | | | $ | 1.29 | | | $ | 0.85 | | | $ | 0.26 | |
| | | | | | | | | | |
Cash distributions declared per common share | $ | 3.00 |
| | $ | 2.84 |
| | $ | 2.68 |
| | $ | 2.60 |
| | $ | 2.60 |
| Cash distributions declared per common share | $ | 3.16 | | | $ | 3.00 | | | $ | 2.84 | | | $ | 2.68 | | | $ | 2.60 | |
| | | | | | | | | | |
FFO common stockholders and dilutive convertible securities | $ | 440,687 |
| | $ | 385,615 |
| | $ | 320,119 |
| | $ | 225,653 |
| | $ | 192,128 |
| |
Core FFO common stockholders and dilutive convertible securities | $ | 456,932 |
| | $ | 394,369 |
| | $ | 337,384 |
| | $ | 266,131 |
| | $ | 210,559 |
| |
FFO common stockholders and dilutive convertible securities per share - fully diluted | $ | 4.75 |
| | $ | 4.48 |
| | $ | 3.95 |
| | $ | 3.22 |
| | $ | 3.31 |
| |
Core FFO common stockholders and dilutive convertible securities per share - fully diluted | $ | 4.92 |
| | $ | 4.58 |
| | $ | 4.17 |
| | $ | 3.79 |
| | $ | 3.63 |
| |
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities | | FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities | $ | 489,668 | | | $ | 440,687 | | | $ | 385,615 | | | $ | 320,119 | | | $ | 225,653 | |
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities | | Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities | $ | 515,560 | | | $ | 456,932 | | | $ | 394,369 | | | $ | 337,384 | | | $ | 266,131 | |
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted | | FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted | $ | 4.83 | | | $ | 4.75 | | | $ | 4.48 | | | $ | 3.95 | | | $ | 3.22 | |
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted | | Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted | $ | 5.09 | | | $ | 4.92 | | | $ | 4.58 | | | $ | 4.17 | | | $ | 3.79 | |
| | | | | | | | | | |
Balance Sheets | | | | | | | | | | Balance Sheets | |
Total assets | $ | 7,802,060 |
| | $ | 6,710,026 |
|
| $ | 6,111,957 |
| | $ | 5,870,776 |
| | $ | 4,181,799 |
| Total assets | $ | 11,206,586 | | | $ | 7,802,060 | | | $ | 6,710,026 | | | $ | 6,111,957 | | | $ | 5,870,776 | |
Total debt | $ | 3,434,402 |
| | $ | 3,124,303 |
|
| $ | 3,079,238 |
| | $ | 3,110,042 |
| | $ | 2,336,297 |
| Total debt | $ | 4,757,076 | | | $ | 3,434,402 | | | $ | 3,124,303 | | | $ | 3,079,238 | | | $ | 3,110,042 | |
Total liabilities | $ | 3,848,104 |
| | $ | 3,479,112 |
|
| $ | 3,405,204 |
| | $ | 3,441,605 |
| | $ | 2,562,421 |
| Total liabilities | $ | 5,314,879 | | | $ | 3,848,104 | | | $ | 3,479,112 | | | $ | 3,405,204 | | | $ | 3,441,605 | |
(1)Financial information has been revised to reflect certain reclassifications in prior periods to conform to current period presentation.
| |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |
ITEM 7. 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 accompanying footnotes thereto included in this Annual Report on Form 10-K. In addition to the results presented in accordance with GAAP below, we have provided NOI and FFO as supplemental performance measures. Refer to Non-GAAP Financial Measures in this Item 7 for additional information.
OVERVIEW
We are a fully integrated, self-administered and self-managed REIT. As of December 31, 2019,2020, we owned and operated or held an interest in a portfolio of 422552 developed properties located in 3339 states throughout the United States and one province in Canada, including 266276 MH communities, 122136 RV communities, andresorts, 34 properties containing both MH and RV sites.sites, and 106 marinas. We have been in the business of acquiring, operating, developing, and expanding MH communities and RV communitiesresorts since 1975.1975, and marinas since 2020. We lease individual sites with utility access for placement of manufactured homes, and RVs or boats 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.
COVID-19 IMPACT
The execution of our operational and financial plans has helped to mitigate the impact of COVID-19 on our business. As of December 31, 2020, only certain properties in California were subject to COVID-19 operating restrictions.
We continue to provide essential services using social distancing techniques and minimal contact. To promote social distancing, we are encouraging our residents to use our online rent payment portals and other payment methods. We have instituted numerous health and safety measures at our communities and our Main Office to keep team members safe. These measures include infrared thermometers at entrances to monitor team members’ temperatures, increased cleaning and sanitation of shared spaces and social distancing protocols throughout our footprint. We closely monitor and track orders by federal, state and local authorities and hold regular status calls with our operations and Main Office leadership teams. We have implemented and continue to encourage remote working arrangements, wherever possible, to keep our team members safe and to do our part to promote social distancing.
We are experiencing more traffic at our properties as would be expected with the lifting of shelter-in-place mandates and other travel restrictions and are receiving more applications to live in our MH communities than in the prior year. Demand for short term RV sites has increased as travelers seek drive-to vacation destinations where they have more control over their personal accommodations and are able to enjoy outdoor, socially distanced activities.
We provided a temporary hardship program to those residents who have been economically disadvantaged as a result of COVID-19 for the months of April and May. This hardship program deferred the payment of April and May rent over 12 months, with collections commencing on July 1, 2020. When the program ended in June, we had provided deferred relief of $4.4 million to approximately 4.0 percent of residents in our communities, including owner occupied sites and rental home sites. We accounted for these lease concessions consistent with ASC 842 as if those concessions had already existed in the lease, recognizing rental income and increasing resident lease receivables as the payments accrue. The deferrals impacted the timing, not the overall amount of lease payments due.
We halted increases to our monthly rental rates for a period of time but have resumed our rent increase process.
We remain committed to assisting individuals who are in the process of leasing a site, a wet slip, a dry storage space, or purchasing a home, while maintaining health and safety protocols including following strict social distancing. Virtual viewings of homes are being utilized to avoid or minimize contact.
The extent to which the COVID-19 pandemic impacts our operations, financial condition and financial results will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. The uncertainty of this situation precludes any prediction as to the full impact of the COVID-19 pandemic.
EXECUTIVE SUMMARY
2019 Accomplishments2020 General Overview
•Total revenues for 20192020 increased 12.210.6 percent to $1.3$1.4 billion.
•In October 2020, we acquired Safe Harbor for $2.0 billion, our largest acquisition to date. The Safe Harbor portfolio was comprised of 99 properties located in prime coastal markets with over 38,800 total wet slips and dry storage spaces.
•Including Safe Harbor, we acquired 130 properties, totaling over 45,800 MH and RV sites and marina wet slips and dry storage spaces for a total purchase price of $3.0 billion.
•Core FFO for 20192020 was $4.92$5.09 per diluted share and OP unit, an increase of 7.43.5 percent over 2018.2019.
•Achieved Same Community NOI growth of 7.34.0 percent.
Gained 2,674 revenue producing sites.
Reached•Attained Same Community occupancy of 98.498.8 percent.
•Gained 2,505 revenue producing sites.
•Brokered homes sales increased by 3.914.6 percent to 2,557 in 2020 as compared to 2,231 in 2019 as compared to 2,147 in 2018.2019.
•Achieved 1-year, 3-year and 5-year total shareholder return of 50.93.6 percent, 112.876.5 percent and 190.2155.1 percent, respectively, outperforming the MSCI US REIT, Russell 1000, U.S. REIT Residential, and S&P 500 indexes.
•Delivered 1,230over 300 total expansion sites in 16 communities.eight MH and RV properties.
| |
• | •Completed the construction of approximately 1,100 sites at four ground-up developments and one re-development community. |
Acquired the Jensen Portfolio containing 31 MH communities in desirable areas alongconstruction of over 1,000 total sites at four ground-up developments and one re-development property.
•Closed two underwritten registered public offerings for proceeds net of offering related expenses totaling approximately $1.9 billion.
•Our successful execution of our operational and financial plans has helped us mitigate the Atlantic Coast.impact of COVID-19.
Including the Jensen Portfolio, acquired 47 communities, totaling over 10,000 sites, for a total purchase price of $815.2 million.
Property Operations
Occupancy in our Properties,MH and annual RV properties, as well as our ability to increase rental rates, directly affect revenues. Our revenue streams are predominantly derived from customers renting our sites on a long-term basis. Our Same Community properties continue to achieve revenue and occupancy increases which drive continued NOI growth. We continue to sell homes at a high level in our communities and expect this trend to continue.
| | | | Year Ended | | Year Ended |
Portfolio Information: | | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | Portfolio Information: | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Occupancy % - Total Portfolio - MH and RV blended (1) | | 96.4 | % | | 96.1 | % | | 95.8 | % | |
Occupancy % - Same Community - MH and RV blended (1)(2)(3) | | 98.4 | % | | 98.0 | % | | 97.3 | % | |
Occupancy % - Total Portfolio - MH and Annual RV blended(1) | | Occupancy % - Total Portfolio - MH and Annual RV blended(1) | | 98.3 | % | | 98.3 | % | | 96.1 | % |
Occupancy % - Same Community - MH and Annual RV blended(1)(2)(3) | | Occupancy % - Same Community - MH and Annual RV blended(1)(2)(3) | | 98.8 | % | | 98.4 | % | | 98.0 | % |
Core FFO | | $ | 4.92 |
| | $ | 4.58 |
| | $ | 4.17 |
| Core FFO | | $ | 5.09 | | | $ | 4.92 | | | $ | 4.58 | |
NOI - Total Portfolio (in thousands) | | $ | 597,406 |
| | $ | 533,321 |
| | $ | 479,662 |
| NOI - Total Portfolio (in thousands) | | $ | 649,233 | | | $ | 586,649 | | | $ | 524,178 | |
NOI - Same Community (in thousands) | | $ | 558,296 |
| | $ | 539,511 |
| | $ | 386,807 |
| NOI - Same Community (in thousands) | | $ | 592,772 | | | $ | 551,492 | | | $ | 512,357 | |
Homes Sold | | 3,439 |
| | 3,629 |
| | 3,282 |
| Homes Sold | | 2,866 | | | 3,439 | | | 3,629 | |
Number of Occupied Rental Homes | | 11,325 |
| | 10,994 |
| | 11,074 |
| Number of Occupied Rental Homes | | 11,752 | | | 11,325 | | | 10,994 | |
(1) Occupancy percent includes annual RV sites and excludes transient RV sites.
(2) Occupancy percent excludes recently completed but vacant expansion sites.
(3) Same community is based on the as reported year end same community count for each respective year.
Acquisition Activity
During the past three years, we have completed acquisitions of over 75190 properties with approximately 18,000over 24,200 sites and over 38,800 wet slips and dry storage spaces located in high growth areas and retirement and vacation destinations such as California, Florida, Texas, Arizona and the Eastern United States coastal areas.
During 2019,2020, we acquired 4724(1) MH communities and RV resorts, and 106(1) marinas, as detailed below:
|
| | | | | | | | | | | | |
Community Name | | Type | | Sites | | Development Sites | | State | | Month Acquired |
Slickrock Campground | | RV | | 193 |
| | — |
| | UT | | December |
Pandion Ridge | | RV | | 142 |
| | 351 |
| | AL | | November |
Jensen Portfolio (2) | | MH | | 5,230 |
| | 466 |
| | Various | | October |
Glen Ellis | | RV | | 244 |
| | 40 |
| | NH | | September |
Leisure Point Resort (3) | | MH / RV | | 502 |
| | — |
| | DE | | September |
Reunion Lake | | RV | | 202 |
| | 69 |
| | LA | | July |
River Plantation | | RV | | 309 |
| | — |
| | TN | | May |
Massey’s Landing RV | | RV | | 291 |
| | — |
| | DE | | February |
Shelby Properties (4) | | MH | | 1,308 |
| | — |
| | MI | | February |
Buena Vista | | MH | | 400 |
| | — |
| | AZ | | February |
Country Village Estates (5) | | MH | | 518 |
| | — |
| | OR | | January |
Hid’n Pines RV | | RV | | 321 |
| | — |
| | ME | | January |
Hacienda del Rio | | MH (Age-Restricted) | | 730 |
| | — |
| | FL | | January |
| | Total | | 10,390 |
| | 926 |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MH & RV Property Name | | Property Type | | Sites | | Development Sites | | State | | Month Acquired |
Cape Cod | | RV | | 230 | | | — | | | MA | | January |
Jellystone Natural Bridge | | RV | | 299 | | | — | | | VA | | February |
Forest Springs | | MH | | 372 | | | — | | | CA | | May |
Crown Villa | | RV | | 123 | | | — | | | OR | | June |
Flamingo Lake | | RV | | 421 | | | — | | | FL | | July |
Woodsmoke | | RV | | 300 | | | — | | | FL | | September |
Jellystone Lone Star | | RV | | 344 | | | — | | | TX | | September |
El Capitan & Ocean Mesa | | RV | | 266 | | | 109 | | | CA | | September |
Highland Green Estates & Troy Villa | | MH | | 1,162 | | | — | | | MI | | September |
Gig Harbor | | RV | | 115 | | | — | | | WA | | November |
Maine MH Portfolio | | MH | | 1,083 | | | — | | | ME | | November |
Mouse Mountain | | MH / RV | | 304 | | | — | | | FL | | December |
Lakeview Mobile Estates | | MH | | 296 | | | — | | | CA | | December |
Shenandoah Acres | | RV | | 522 | | | — | | | VA | | December |
Jellystone at Barton Lake | | RV | | 555 | | | — | | | IN | | December |
Kittatinny Portfolio | | RV | | 527 | | | — | | | NY & PA | | December |
| | | | | | | | | | |
| | Total | | 6,919 | | | 109 | | | | | |
(1)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Marina Property Name | | Property Type | | | Wet Slips & Dry Storage | | | | State | | Month Acquired |
Safe Harbor Marinas | | Marina | | | 37,305 | | | | | Various | | October |
Safe Harbor Hideaway Bay | | Marina | | | 628 | | | | GA | | November |
Safe Harbor Anacapa Isle | | Marina | | | 453 | | | | CA | | December |
Annapolis | | Marina | | | 184 | | | | MD | | December |
Wickford | | Marina | | | 60 | | | | RI | | December |
Rybovich Portfolio | | Marina | | | 78 | | | | FL | | December |
Rockland | | Marina | | | 173 | | | | ME | | December |
| | | | | 38,881 | | | | | | | |
(1) Refer to Note 3, “Acquisitions”“Real Estate Acquisitions and Dispositions,” for information on the Chula Vista, Chincoteague Island KOA RV Resort, and Strafford/Lake Winnipesaukee South KOA RV Resort ground leasesacquisition of the Southfield office space not included in the table above.above, and additional detail on the acquisition of MH, RV and marina.
(2)
Disposition Activity
Contains 31 communities
On July 1, 2020, we sold a manufactured home community located in CT, GA, MD, NH, NJ, NY, NC and SC. In conjunction withMontana, containing 226 sites, for $12.6 million. The gain from the acquisition, we issued 1,972,876 sharessale of common stock, net of fractional shares paid in cash.the property was $5.6 million.
(3) Contains 201 MH sites and 301 RV sites.
(4) Contains two MH communities.
(5) In conjunction with the acquisition, we issued Series D Preferred OP units. As of December 31, 2019, 488,958 Series D Preferred OP units were outstanding.
Construction Activity
There are 10,025 additional MH and RV sites suitable for development. In 2021, we expect to construct and expand between 1,150 - 1,600 additional sites.
Ground-up Developments - During the year ended December 31, 2019,2020, we constructed nearly 1,100over 1,000 total sites at four ground-up development communitiesproperties and one re-development located in Colorado, Florida, North Carolina and South Carolina. We expect to construct 550 - 750 sites in 2020.
Expansions - We have been focused on expansion opportunities adjacent to our existing communities,properties, and we have developed over 4,6002,800 sites within the past three years. We have expanded approximately 1,230over 300 total sites at 16 communitieseight MH and RV properties in 2019.2020. We continue to expand our Propertiesproperties utilizing our inventory of owned and entitled land (approximately 10,30010,000 sites available for development in 8482 communities) and expect to construct 1,000 - 1,200 additional expansion sites in 2020..
Markets
Our PropertiesMH and RV properties are largely concentrated in Florida, Michigan, Texas and California. We have expanded our market share in multiple states through recent acquisitions and increased our property holdings in high growth areas of the U.S. including retirement and vacation destinations.
We have also experienced strong revenue growth through recent acquisitions of RV communities.resorts. The age demographic of RV communitiesresorts is attractive, as the population of retirement age baby boomers in the U.S. is growing. RV communitiesresorts have become a trending vacation opportunity not only for the retiree population, but as an affordable vacation alternative for families and millennials.
The following table identifies our MH and RV markets by total sites:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2020 | | December 31, 2019 |
Major Market | | Number of Properties | | Total Sites | | % of Total Sites | | Number of Properties | | Total Sites | | % of Total Sites |
Florida | | 128 | | | 45,814 | | | 30.7 | % | | 125 | | | 44,695 | | | 31.6 | % |
Michigan | | 74 | | | 29,632 | | | 19.8 | % | | 72 | | | 28,475 | | | 20.2 | % |
Texas | | 24 | | | 9,576 | | | 6.4 | % | | 23 | | | 9,238 | | | 6.5 | % |
California | | 35 | | | 8,906 | | | 6.0 | % | | 31 | | | 7,933 | | | 5.6 | % |
Arizona | | 14 | | | 5,660 | | | 3.8 | % | | 13 | | | 5,660 | | | 4.0 | % |
New York | | 9 | | | 2,841 | | | 1.9 | % | | 8 | | | 2,314 | | | 1.6 | % |
Connecticut | | 16 | | | 2,005 | | | 1.3 | % | | 16 | | | 2,005 | | | 1.4 | % |
Ontario, Canada | | 15 | | | 5,056 | | | 3.4 | % | | 15 | | | 4,970 | | | 3.5 | % |
Ohio | | 9 | | | 2,925 | | | 2.0 | % | | 9 | | | 2,920 | | | 2.1 | % |
Indiana | | 12 | | | 4,176 | | | 2.8 | % | | 11 | | | 3,621 | | | 2.6 | % |
Georgia | | 4 | | | 1,355 | | | 0.9 | % | | 4 | | | 1,355 | | | 1.0 | % |
Maryland | | 6 | | | 1,852 | | | 1.2 | % | | 6 | | | 1,825 | | | 1.3 | % |
South Carolina | | 6 | | | 2,503 | | | 1.7 | % | | 6 | | | 2,285 | | | 1.6 | % |
New Jersey | | 8 | | | 3,160 | | | 2.1 | % | | 8 | | | 3,159 | | | 2.2 | % |
North Carolina | | 5 | | | 1,083 | | | 0.7 | % | | 5 | | | 954 | | | 0.7 | % |
Colorado | | 10 | | | 3,415 | | | 2.3 | % | | 10 | | | 2,714 | | | 1.9 | % |
Maine | | 13 | | | 2,995 | | | 2.0 | % | | 7 | | | 1,911 | | | 1.4 | % |
Massachusetts | | 3 | | | 928 | | | 0.6 | % | | 2 | | | 671 | | | 0.5 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
New Hampshire | | 10 | | | 2,237 | | | 1.5 | % | | 10 | | | 2,236 | | | 1.6 | % |
Illinois | | 5 | | | 2,151 | | | 1.4 | % | | 5 | | | 2,150 | | | 1.5 | % |
Virginia | | 8 | | | 1,875 | | | 1.3 | % | | 6 | | | 1,084 | | | 0.8 | % |
Delaware | | 4 | | | 1,709 | | | 1.1 | % | | 4 | | | 1,709 | | | 1.2 | % |
Pennsylvania | | 5 | | | 1,535 | | | 1.0 | % | | 4 | | | 1,534 | | | 1.1 | % |
Tennessee | | 2 | | | 545 | | | 0.4 | % | | 3 | | | 700 | | | 0.5 | % |
Oregon | | 5 | | | 1,200 | | | 0.8 | % | | 4 | | | 1,077 | | | 0.8 | % |
Missouri | | 2 | | | 976 | | | 0.7 | % | | 2 | | | 976 | | | 0.7 | % |
Alabama | | 1 | | | 142 | | | 0.1 | % | | 1 | | | 142 | | | 0.1 | % |
Utah | | 5 | | | 750 | | | 0.5 | % | | 5 | | | 753 | | | 0.5 | % |
| | | | | | | | | | | | |
Wisconsin | | 2 | | | 588 | | | 0.4 | % | | 2 | | | 588 | | | 0.4 | % |
Minnesota | | 1 | | | 475 | | | 0.3 | % | | 1 | | | 475 | | | 0.3 | % |
|
| | | | | | | | | | | | | | | | | | |
| | December 31, 2019 | | December 31, 2018 |
Major Market | | Number of Properties | | Total Sites | | % of Total Sites | | Number of Properties | | Total Sites | | % of Total Sites |
Florida | | 125 |
| | 44,695 |
| | 31.6 | % | | 124 |
| | 43,791 |
| | 34.1 | % |
Michigan | | 72 |
| | 28,475 |
| | 20.2 | % | | 70 |
| | 27,080 |
| | 21.1 | % |
Texas | | 23 |
| | 9,238 |
| | 6.5 | % | | 23 |
| | 8,674 |
| | 6.8 | % |
California | | 31 |
| | 7,933 |
| | 5.6 | % | | 30 |
| | 7,706 |
| | 6.0 | % |
Arizona | | 13 |
| | 5,660 |
| | 4.0 | % | | 12 |
| | 5,259 |
| | 4.1 | % |
Ontario, Canada | | 15 |
| | 4,970 |
| | 3.5 | % | | 15 |
| | 4,891 |
| | 3.8 | % |
Indiana | | 11 |
| | 3,621 |
| | 2.6 | % | | 11 |
| | 3,608 |
| | 2.8 | % |
New Jersey | | 8 |
| | 3,159 |
| | 2.2 | % | | 7 |
| | 2,916 |
| | 2.3 | % |
Ohio | | 9 |
| | 2,920 |
| | 2.1 | % | | 9 |
| | 2,920 |
| | 2.3 | % |
Colorado | | 10 |
| | 2,714 |
| | 1.9 | % | | 8 |
| | 2,472 |
| | 1.9 | % |
New York | | 8 |
| | 2,314 |
| | 1.6 | % | | 7 |
| | 2,118 |
| | 1.6 | % |
South Carolina | | 6 |
| | 2,285 |
| | 1.6 | % | | 1 |
| | 588 |
| | 0.5 | % |
New Hampshire | | 10 |
| | 2,236 |
| | 1.6 | % | | 2 |
| | 682 |
| | 0.5 | % |
Illinois | | 5 |
| | 2,150 |
| | 1.5 | % | | 5 |
| | 2,150 |
| | 1.6 | % |
Connecticut | | 16 |
| | 2,005 |
| | 1.4 | % | | 1 |
| | 149 |
| | 0.1 | % |
Maine | | 7 |
| | 1,911 |
| | 1.4 | % | | 6 |
| | 1,595 |
| | 1.2 | % |
Maryland | | 6 |
| | 1,825 |
| | 1.3 | % | | 4 |
| | 1,382 |
| | 1.1 | % |
Delaware | | 4 |
| | 1,709 |
| | 1.2 | % | | 2 |
| | 916 |
| | 0.7 | % |
Pennsylvania | | 4 |
| | 1,534 |
| | 1.1 | % | | 4 |
| | 1,519 |
| | 1.2 | % |
Georgia | | 4 |
| | 1,355 |
| | 1.0 | % | | 3 |
| | 1,140 |
| | 0.9 | % |
Virginia | | 6 |
| | 1,084 |
| | 0.8 | % | | 5 |
| | 1,031 |
| | 0.8 | % |
Oregon | | 4 |
| | 1,077 |
| | 0.8 | % | | 3 |
| | 561 |
| | 0.4 | % |
Missouri | | 2 |
| | 976 |
| | 0.7 | % | | 2 |
| | 976 |
| | 0.8 | % |
North Carolina | | 5 |
| | 954 |
| | 0.7 | % | | 3 |
| | 671 |
| | 0.5 | % |
Utah | | 5 |
| | 753 |
| | 0.5 | % | | 4 |
| | 562 |
| | 0.4 | % |
Tennessee | | 3 |
| | 700 |
| | 0.5 | % | | 2 |
| | 392 |
| | 0.3 | % |
Massachusetts | | 2 |
| | 671 |
| | 0.5 | % | | 2 |
| | 679 |
| | 0.5 | % |
Wisconsin | | 2 |
| | 588 |
| | 0.4 | % | | 2 |
| | 588 |
| | 0.5 | % |
Minnesota | | 1 |
| | 475 |
| | 0.3 | % | | 1 |
| | 475 |
| | 0.4 | % |
Iowa | | 1 |
| | 413 |
| | 0.3 | % | | 1 |
| | 413 |
| | 0.3 | % |
Nevada | | 1 |
| | 324 |
| | 0.2 | % | | 1 |
| | 324 |
| | 0.3 | % |
Montana | | 1 |
| | 226 |
| | 0.2 | % | | 1 |
| | 226 |
| | 0.2 | % |
Louisiana | | 1 |
| | 201 |
| | 0.1 | % | | — |
| | — |
| | — | % |
Alabama | | 1 |
| | 142 |
| | 0.1 | % | | — |
| | — |
| | — | % |
| | 422 |
| | 141,293 |
| | | | 371 |
| | 128,454 |
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2020 | | December 31, 2019 |
Major Market | | Number of Properties | | Total Sites | | % of Total Sites | | Number of Properties | | Total Sites | | % of Total Sites |
Mississippi | | 1 | | | 155 | | | 0.1 | % | | N/A | | N/A | | N/A |
Iowa | | 1 | | | 413 | | | 0.3 | % | | 1 | | | 413 | | | 0.3 | % |
Nevada | | 1 | | | 324 | | | 0.2 | % | | 1 | | | 324 | | | 0.2 | % |
Louisiana | | 1 | | | 226 | | | 0.2 | % | | 1 | | | 201 | | | 0.1 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Washington | | 1 | | | 112 | | | 0.1 | % | | N/A | | N/A | | N/A |
Montana | | — | | | — | | | — | % | | 1 | | | 226 | | | 0.2 | % |
| | | | | | | | | | | | |
| | 446 | | | 149,295 | | | | | 422 | | | 141,293 | | | |
Our marinas are largely concentrated in Florida, Connecticut, Rhode Island and New York.
The following table identifies our marina markets by total wet slips and dry storage spaces:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2020 | | |
Major Market | | Number of Properties | | Wet Slips | | Dry Storage | | Total Wet Slips / Dry Storages | | % Wet Slips / Dry Storages | | | | | | | | | | |
Florida | | 14 | | | 1,936 | | | 1,637 | | | 3,573 | | | 9.2 | % | | | | | | | | | | |
Connecticut | | 11 | | | 3,254 | | | — | | | 3,254 | | | 8.4 | % | | | | | | | | | | |
Rhode Island | | 11 | | | 2,690 | | | — | | | 2,690 | | | 6.9 | % | | | | | | | | | | |
New York | | 8 | | | 2,556 | | | 64 | | | 2,620 | | | 6.7 | % | | | | | | | | | | |
Maryland | | 8 | | | 1,881 | | | 188 | | | 2,069 | | | 5.3 | % | | | | | | | | | | |
Other | | 54 | | | 17,213 | | | 7,462 | | | 24,675 | | | 63.5 | % | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | 106 | | | 29,530 | | | 9,351 | | | 38,881 | | | | | | | | | | | | | |
NON-GAAP FINANCIAL MEASURES
In addition to the results reported in accordance with GAAP in our “Results of Operations” below, we have provided information regarding NOInet operating income (“NOI”) and FFOfunds from operations (“FFO”) as supplemental performance measures. We believe NOI and FFO are appropriate measures given their wide use by and relevance to investors and analysts following the real estate industry. NOI provides a measure of rental operations and does not factor in depreciation, amortization and non-property specific expenses such as general and administrative expenses. FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation/depreciation / amortization of real estate assets. In addition, NOI and FFO are commonly used in various ratios, pricing multiples/multiples / yields and returns and valuation calculations used to measure financial position, performance and value.
NOI is derived from revenues minus property operating expenses and real estate taxes. NOI is a non-GAAP financial measure that we believe is helpful to investors as a supplemental measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We use NOI as a key measure when evaluating performance and growth of particular properties and/and / or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall.
We believe that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) as an indication of our financial performance or GAAP cash flow from operating activities as a measure of our liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. Because of the inclusion of items such as interest, depreciation and amortization, the use of GAAP net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level.
FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating property, plus real estate-relatedestate related depreciation and amortization, real estate related impairments, and after adjustments for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of our operating performance. By excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from GAAP net income (loss). Management believes the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. We also use FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business (“Core FFO”). We believe that Core FFO provides enhanced comparability for investor evaluations of period-over-period results.
We believe that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it does not replace GAAP net income (loss) as a performance measure or GAAP cash flow from operations as a liquidity measure. Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Further, FFO is not intended as a measure of a REIT’s ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO is calculated in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that interpret the NAREIT definition differently.
RESULTS OF OPERATIONS
We report operating results under two segments: Real Property Operations and Home Sales and Rentals. The Real Property Operations segment owns, operates, develops, or has an interest in, a portfolio of MH communities, RV resorts and RV communitiesmarinas throughout the U.S. and in Canada, and is in the business of acquiring, operating, and expanding MH communities, RV resorts and RV communities.marinas. The Home Sales and Rentals segment offers MH and RV park model sales and leasing services to tenants and prospective tenants of our communities. We evaluate segment operating performance based on NOI and gross profit. Refer to Note 12,11, “Segment Reporting,” in our accompanying Consolidated Financial Statements for additional information.
Summary Statements of Operations
The following tables reconcile the Net income attributable to Sun Communities, Inc. common stockholders to NOI and summarize our consolidated financial results for the years ended December 31, 2020, 2019, 2018, and 20172018 (in thousands):
|
| | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Net Income attributable to Sun Communities, Inc. common stockholders | | $ | 160,265 |
| | $ | 105,493 |
| | $ | 65,021 |
|
Other revenues | | (31,984 | ) | | (27,057 | ) | | (24,874 | ) |
Home selling expenses | | 14,690 |
| | 15,722 |
| | 12,457 |
|
General and administrative expenses | | 93,964 |
| | 81,429 |
| | 83,973 |
|
Catastrophic weather related charges, net | | 1,737 |
| | 92 |
| | 8,352 |
|
Depreciation and amortization | | 328,067 |
| | 287,262 |
| | 261,536 |
|
Loss on extinguishment of debt | | 16,505 |
| | 1,190 |
| | 4,676 |
|
Interest expense | | 137,851 |
| | 134,250 |
| | 131,585 |
|
(Gain) / loss on remeasurement of marketable securities | | (34,240 | ) | | 3,639 |
| | — |
|
Other (income) / expense, net | | (3,457 | ) | | 6,453 |
| | (8,982 | ) |
Income from nonconsolidated affiliates | | (1,374 | ) | | (790 | ) | | — |
|
Current tax expense | | 1,095 |
| | 595 |
| | 446 |
|
Deferred tax benefit | | (222 | ) | | (507 | ) | | (582 | ) |
Preferred return to preferred OP units / equity | | 6,058 |
| | 4,486 |
| | 4,581 |
|
Amounts attributable to noncontrolling interests | | 9,768 |
| | 8,443 |
| | 5,055 |
|
Preferred stock distribution | | 1,288 |
| | 1,736 |
| | 7,162 |
|
NOI / Gross Profit | | $ | 700,011 |
| | $ | 622,436 |
| | $ | 550,406 |
|
|
| | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Real Property NOI | | $ | 597,406 |
| | $ | 533,321 |
| | $ | 479,662 |
|
Home Sales NOI / Gross Profit | | 47,579 |
| | 42,698 |
| | 32,294 |
|
Rental Program NOI | | 104,382 |
| | 95,968 |
| | 92,222 |
|
Ancillary NOI / Gross Profit | | 19,449 |
| | 16,064 |
| | 10,061 |
|
Site rent from Rental Program (included in Real Property NOI) (1) | | (68,805 | ) | | (65,615 | ) | | (63,833 | ) |
NOI / Gross Profit | | $ | 700,011 |
| | $ | 622,436 |
| | $ | 550,406 |
|
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Net Income Attributable to Sun Communities, Inc. Common Stockholders | | $ | 131,614 | | | $ | 160,265 | | | $ | 105,493 | |
Interest income | | (10,119) | | | (17,857) | | | (20,852) | |
Brokerage commissions and other revenues, net | | (17,230) | | | (14,127) | | | (6,205) | |
Home selling expenses | | 15,134 | | | 14,690 | | | 15,722 | |
General and administrative expenses | | 111,288 | | | 93,964 | | | 81,429 | |
Catastrophic weather-related charges, net | | 885 | | | 1,737 | | | 92 | |
Business combination expense | | 23,008 | | | — | | | — | |
Depreciation and amortization | | 376,876 | | | 328,067 | | | 287,262 | |
| | | | | | |
Loss on extinguishment of debt (see Note 8) | | 5,209 | | | 16,505 | | | 1,190 | |
Interest expense | | 129,071 | | | 133,153 | | | 130,556 | |
Interest on mandatorily redeemable preferred OP units / equity | | 4,177 | | | 4,698 | | | 3,694 | |
(Gain) / loss on remeasurement of marketable securities | | (6,129) | | | (34,240) | | | 3,639 | |
(Gain) / loss on foreign currency translation | | (8,039) | | | (4,557) | | | 8,234 | |
Gain on disposition of property | | (5,595) | | | — | | | — | |
Other (income) / expense, net | | 3,768 | | | 1,100 | | | (1,781) | |
Loss on remeasurement of notes receivable (see Note 4) | | 3,275 | | | — | | | — | |
Income from nonconsolidated affiliates (see Note 6) | | (1,740) | | | (1,374) | | | (790) | |
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6) | | 1,608 | | | — | | | — | |
Current tax expense (see Note 12) | | 790 | | | 1,095 | | | 595 | |
Deferred tax benefit (see Note 12) | | (1,565) | | | (222) | | | (507) | |
Preferred return to preferred OP units / equity | | 6,935 | | | 6,058 | | | 4,486 | |
Income attributable to noncontrolling interests | | 8,902 | | | 9,768 | | | 8,443 | |
Preferred stock distribution | | — | | | 1,288 | | | 1,736 | |
| | | | | | |
NOI / Gross Profit | | $ | 772,123 | | | $ | 700,011 | | | $ | 622,436 | |
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Real Property NOI | | $ | 649,233 | | | $ | 586,649 | | | $ | 524,178 | |
Home Sales NOI / Gross Profit | | 43,815 | | | 47,579 | | | 42,698 | |
Rental Program NOI | | 115,283 | | | 104,382 | | | 95,968 | |
Ancillary NOI / Gross Profit | | 38,615 | | | 30,206 | | | 25,207 | |
Site rent from Rental Program (included in Real Property NOI)(1) | | (74,823) | | | (68,805) | | | (65,615) | |
NOI / Gross Profit | | $ | 772,123 | | | $ | 700,011 | | | $ | 622,436 | |
(1) The renter’s monthly payment includes the site rent and an amount attributable to the home lease. The site rent is reflected in Real Property Operations’ segment revenue. For purposes of management analysis, site rent is included in Rental Program revenue to evaluate the incremental revenue gains associated with the implementation of the Rental Program, and to assess the overall growth and performance of the Rental Program and the financial impact on the Company’sour operations.
Comparison of the Years Ended December 31, 20192020, 20182019 and 20172018
Real Property Operations - Total Portfolio
The following tables reflect certain financial and other information for our Total Portfolio as of and for the years ended December 31, 2020, 2019 2018 and 2017:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended | | Year Ended |
Financial Information (in thousands) | December 31, 2019 | | December 31, 2018 | | Change | | % Change | | December 31, 2018 | | December 31, 2017 | | Change | | % Change |
Income from real property | $ | 925,664 |
| | $ | 825,973 |
| | $ | 99,691 |
| | 12.1 | % | | $ | 825,973 |
| | $ | 742,228 |
| | $ | 83,745 |
| | 11.3 | % |
Property operating expenses | | | | | | | | | | | | | | | |
Payroll and benefits | 88,085 |
| | 74,653 |
| | 13,432 |
| | 18.0 | % | | 74,653 |
| | 67,075 |
| | 7,578 |
| | 11.3 | % |
Legal, taxes, and insurance | 10,778 |
| | 9,524 |
| | 1,254 |
| | 13.2 | % | | 9,524 |
| | 7,264 |
| | 2,260 |
| | 31.1 | % |
Utilities | 101,910 |
| | 93,205 |
| | 8,705 |
| | 9.3 | % | | 93,205 |
| | 83,550 |
| | 9,655 |
| | 11.6 | % |
Supplies and repairs | 34,663 |
| | 28,594 |
| | 6,069 |
| | 21.2 | % | | 28,594 |
| | 25,871 |
| | 2,723 |
| | 10.5 | % |
Other | 30,942 |
| | 30,121 |
| | 821 |
| | 2.7 | % | | 30,121 |
| | 26,518 |
| | 3,603 |
| | 13.6 | % |
Real estate taxes | 61,880 |
| | 56,555 |
| | 5,325 |
| | 9.4 | % | | 56,555 |
| | 52,288 |
| | 4,267 |
| | 8.2 | % |
Property operating expenses | 328,258 |
| | 292,652 |
| | 35,606 |
| | 12.2 | % | | 292,652 |
| | 262,566 |
| | 30,086 |
| | 11.5 | % |
Real Property NOI | $ | 597,406 |
| | $ | 533,321 |
| | $ | 64,085 |
| | 12.0 | % | | $ | 533,321 |
| | $ | 479,662 |
| | $ | 53,659 |
| | 11.2 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of | | | | | As of | | | |
Other Information | | December 31, 2019 | | December 31, 2018 | | | Change | | December 31, 2018 | | December 31, 2017 | | | Change |
Number of properties | | 422 |
| | 371 |
| | | 51 |
| | 371 |
| | 350 |
| | | 21 |
|
| | | | | | | | | | | | | | |
MH occupancy | | 95.5 | % | | | | | | |
|
| | | | | |
RV occupancy | | 100.0 | % | | | | | | |
|
| | | | | |
MH & RV blended occupancy (1) | | 96.4 | % | | 96.1 | % | | | 0.3 | % | | 96.1 | % | | 95.8 | % | | | 0.3 | % |
| | | | | | | | | | | | | | |
Sites available for development | | 10,293 |
| | 11,258 |
| | | (965 | ) | | 11,258 |
| | 9,617 |
| | | 1,641 |
|
| | | | | | | | | | | | | | |
Monthly base rent per site - MH | | $ | 571 |
| | $ | 554 |
| | | $ | 17 |
| | $ | 554 |
| | $ | 533 |
| | | $ | 21 |
|
Monthly base rent per site - RV (2) | | $ | 485 |
| | $ | 458 |
| (3) | | $ | 27 |
| | $ | 455 |
| | $ | 435 |
| (3) | | $ | 20 |
|
Monthly base rent per site - Total | | $ | 551 |
| | $ | 532 |
| (3) | | $ | 19 |
| | $ | 532 |
| | $ | 512 |
| (3) | | $ | 20 |
|
2018:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended | | Year Ended |
Financial Information (in thousands) | December 31, 2020 | | December 31, 2019 (1) | | Change | | % Change | | December 31, 2019 (1) | | December 31, 2018 (1) | | Change | | % Change |
Income from real property | $ | 1,030,636 | | | $ | 914,907 | | | $ | 115,729 | | | 12.6 | % | | $ | 914,907 | | | $ | 816,830 | | | $ | 98,077 | | | 12.0 | % |
Property operating expenses | | | | | | | | | | | | | | | |
Payroll and benefits | 101,245 | | | 88,085 | | | 13,160 | | | 14.9 | % | | 88,085 | | | 74,653 | | | 13,432 | | | 18.0 | % |
Legal, taxes, and insurance | 12,704 | | | 10,778 | | | 1,926 | | | 17.9 | % | | 10,778 | | | 9,524 | | | 1,254 | | | 13.2 | % |
Utilities | 116,182 | | | 101,910 | | | 14,272 | | | 14.0 | % | | 101,910 | | | 93,205 | | | 8,705 | | | 9.3 | % |
Supplies and repairs | 39,692 | | | 34,663 | | | 5,029 | | | 14.5 | % | | 34,663 | | | 28,594 | | | 6,069 | | | 21.2 | % |
Other(2) | 38,974 | | | 30,942 | | | 8,032 | | | 26.0 | % | | 30,942 | | | 30,121 | | | 821 | | | 2.7 | % |
Real estate taxes | 72,606 | | | 61,880 | | | 10,726 | | | 17.3 | % | | 61,880 | | | 56,555 | | | 5,325 | | | 9.4 | % |
Property operating expenses | 381,403 | | | 328,258 | | | 53,145 | | | 16.2 | % | | 328,258 | | | 292,652 | | | 35,606 | | | 12.2 | % |
Real Property NOI | $ | 649,233 | | | $ | 586,649 | | | $ | 62,584 | | | 10.7 | % | | $ | 586,649 | | | $ | 524,178 | | | $ | 62,471 | | | 11.9 | % |
(1) Overall occupancy percentage includesCanadian currency figures included within the year ended December 31, 2019 and 2018 have been translated at 2020 and 2019 average exchange rates, respectively.
(2) Includes COVID-19 personal protective equipment expense of $2.9 million for the year ended December 31, 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of | | | | | As of | | | |
Other Information | | December 31, 2020 | | December 31, 2019 | | | Change | | December 31, 2019 | | December 31, 2018 | | | Change |
Number of properties(1) | | 552 | | | 422 | | | | 130 | | | 422 | | | 371 | | | | 51 | |
| | | | | | | | | | | | | | |
MH occupancy | | 96.6 | % | | | | | | | 95.5 | % | | | | | |
RV occupancy(2) | | 100.0 | % | | | | | | | 100.0 | % | | | | | |
MH & RV blended occupancy(3) | | 97.3 | % | | 96.4 | % | | | 0.9 | % | | 96.4 | % | | 96.1 | % | | | 0.3 | % |
| | | | | | | | | | | | | | |
Adjusted MH occupancy(4) | | 97.8 | % | | | | | | | 97.8 | % | | | | | |
Adjusted RV occupancy(5) | | 100.0 | % | | | | | | | 100.0 | % | | | | | |
Adjusted MH & RV blended occupancy(6) | | 98.3 | % | | 98.3 | % | | | — | % | | 98.3 | % | | 98.0 | % | | | 0.3 | % |
| | | | | | | | | | | | | | |
Sites available for MH & RV development | | 10,025 | | | 10,293 | | | | (268) | | | 10,293 | | | 11,258 | | | | (965) | |
| | | | | | | | | | | | | | |
Monthly base rent per site - MH | | $ | 588 | | | $ | 571 | | (8) | | $ | 17 | | | $ | 571 | | | $ | 554 | | (8) | | $ | 17 | |
Monthly base rent per site - RV(7) | | $ | 513 | | | $ | 486 | | (8) | | $ | 27 | | | $ | 485 | | | $ | 458 | | (8) | | $ | 27 | |
Monthly base rent per site - Total | | $ | 571 | | | $ | 552 | | (8) | | $ | 19 | | | $ | 551 | | | $ | 432 | | (8) | | $ | 119 | |
| | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(1) Include MH communities, RV resorts and marinas.
(2) Occupancy percentages include annual RV sites and exclude transient RV sites.
(3) Occupancy percentages include MH and annual RV sites, and excludesexclude transient RV sites.
(2) (4) Adjusted occupancy percentages include MH and exclude recently completed but vacant expansion sites.
(5) Adjusted occupancy percentages include annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.
(6) Adjusted occupancy percentages include MH and annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.
(7) Monthly base rent pertains to annual RV sites and excludes transient RV sites.
(3) (8) Canadian currency figures included within the year ended December 31, 20182019 and 20172018 have been translated at 20192020 and 20182019 average exchange rates, respectively.
The $64.1$62.6 million increase in Real Property NOI from 2019 to 2020 consists of $22.6 million from Same Communities as detailed below and $40.0 million from recently acquired properties in the year ended December 31, 2020 as compared to 2019.
The $62.5 million increase in Real Property NOI from 2018 to 2019 consists of $38.0$37.7 million from Same Communities as detailed below and $26.1 million from recently acquired properties in the year ended December 31, 2019 as compared to 2018.
The $53.7 million increase in Real Property NOI from 2017 to 2018 consists of $35.6 million from Same Communities as detailed below and $18.1$24.8 million from recently acquired properties in the years ended December 31, 20182019 as compared to 2017.2018.
Real Property Operations - Same Communities
A key management tool used when evaluating performance and growth of our properties is a comparison of Same Communities. Same communities refer to properties that we have owned for at least the preceding year. The Same Community 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 Communities, management has classified certain items differently than our GAAP statements. The reclassification difference between our GAAP statements and our Same Community portfolio is the reclassification of water and sewer revenues from income from real property to utilities. A significant portion of our utility charges are re-billed to our residents.
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| Year Ended | | Year Ended |
Financial Information (in thousands) | December 31, 2019 | | December 31, 2018 | | Change | | % Change | | December 31, 2018 | | December 31, 2017 | | Change | | % Change |
Income from real property (1) | $ | 805,982 |
| | $ | 758,853 |
| | $ | 47,129 |
| | 6.2 | % | | $ | 770,470 |
| | $ | 724,196 |
| | $ | 46,274 |
| | 6.4 | % |
Property operating expenses | | | | | | | | | | | | | | | |
Payroll and benefits | 72,519 |
| | 68,630 |
| | 3,889 |
| | 5.7 | % | | 66,502 |
| | 65,524 |
| | 978 |
| | 1.5 | % |
Legal, taxes, and insurance | 9,579 |
| | 9,212 |
| | 367 |
| | 4.0 | % | | 9,026 |
| | 7,152 |
| | 1,874 |
| | 26.2 | % |
Utilities | 58,044 |
| | 57,309 |
| | 735 |
| | 1.3 | % | | 54,949 |
| | 51,480 |
| | 3,469 |
| | 6.7 | % |
Supplies and repairs (2) | 30,025 |
| | 27,158 |
| | 2,867 |
| | 10.6 | % | | 26,476 |
| | 25,347 |
| | 1,129 |
| | 4.5 | % |
Other | 19,966 |
| | 20,535 |
| | (569 | ) | | (2.8 | )% | | 19,908 |
| | 19,091 |
| | 817 |
| | 4.3 | % |
Real estate taxes | 57,553 |
| | 55,667 |
| | 1,886 |
| | 3.4 | % | | 54,098 |
| | 51,695 |
| | 2,403 |
| | 4.6 | % |
Property operating expenses | 247,686 |
| | 238,511 |
| | 9,175 |
| | 3.8 | % | | 230,959 |
| | 220,289 |
| | 10,670 |
| | 4.8 | % |
Real Property NOI | $ | 558,296 |
| | $ | 520,342 |
| | $ | 37,954 |
| | 7.3 | % | | $ | 539,511 |
| | $ | 503,907 |
| | $ | 35,604 |
| | 7.1 | % |
|
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| | As of | | | | As of | | |
Other Information | | December 31, 2019 | | December 31, 2018 | | Change | | December 31, 2018 | | December 31, 2017 | | Change |
Number of properties | | 345 |
| | 345 |
| | — |
| | 336 |
| | 336 |
| | — |
|
| | | | | | | | | | | | |
MH occupancy (3) | | 97.9 | % | | | | | | 97.4 | % | | | | |
RV occupancy (3) | | 100.0 | % | | | | | | 100.0 | % | | | | |
MH & RV blended occupancy (3) | | 98.4 | % | | 96.2 | % | (4) | 2.2 | % | | 98.0 | % | | 95.8 | % | (4) | 2.2 | % |
| | | | | | | | | | | | |
Sites available for development | | 6,314 |
| | 7,348 |
| | (1,034 | ) | | 7,348 |
| | 5,087 |
| | 2,261 |
|
| | | | | | | | | | | | |
Monthly base rent per site - MH | | $ | 577 |
| | $ | 554 |
| | $ | 23 |
| | $ | 554 |
| | $ | 533 |
| | $ | 21 |
|
Monthly base rent per site - RV (5) | | $ | 489 |
| | $ | 461 |
| | $ | 28 |
| | $ | 455 |
| | $ | 431 |
| | $ | 24 |
|
Monthly base rent per site - Total | | $ | 557 |
| | $ | 533 |
| | $ | 24 |
| | $ | 532 |
| | $ | 511 |
| | $ | 21 |
|
For the years ended December 31, 2020 and 2019, Canadian currency figures included within the year ended December 31, 2019 have been translated at 2020 average exchange rates. For the years ended December 31, 2019 and 2018, Canadian currency figures included within the year ended December 31, 2018 have been translated at 2019 average exchange rates.
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| Year Ended | | Year Ended |
Financial Information (in thousands) | December 31, 2020 | | December 31, 2019 | | Change | | % Change | | December 31, 2019 | | December 31, 2018 | | Change | | % Change |
Income from real property(1) | $ | 876,981 | | | $ | 846,231 | | | $ | 30,750 | | | 3.6 | % | | $ | 799,178 | | | $ | 752,324 | | | $ | 46,854 | | | 6.2 | % |
Property operating expenses | | | | | | | | | | | | | | | |
Payroll and benefits | 81,897 | | | 82,727 | | | (830) | | | (1.0) | % | | 72,519 | | | 68,630 | | | 3,889 | | | 5.7 | % |
Legal, taxes, and insurance | 10,860 | | | 10,351 | | | 509 | | | 4.9 | % | | 9,579 | | | 9,212 | | | 367 | | | 4.0 | % |
Utilities | 66,214 | | | 63,410 | | | 2,804 | | | 4.4 | % | | 58,044 | | | 57,309 | | | 735 | | | 1.3 | % |
Supplies and repairs (2) | 33,616 | | | 33,153 | | | 463 | | | 1.4 | % | | 30,025 | | | 27,158 | | | 2,867 | | | 10.6 | % |
Other(3) | 27,916 | | | 26,738 | | | 1,178 | | | 4.4 | % | | 19,966 | | | 20,535 | | | (569) | | | (2.8) | % |
Real estate taxes | 63,706 | | | 59,649 | | | 4,057 | | | 6.8 | % | | 57,553 | | | 55,667 | | | 1,886 | | | 3.4 | % |
Property operating expenses | 284,209 | | | 276,028 | | | 8,181 | | | 3.0 | % | | 247,686 | | | 238,511 | | | 9,175 | | | 3.8 | % |
Real Property NOI | $ | 592,772 | | | $ | 570,203 | | | $ | 22,569 | | | 4.0 | % | | $ | 551,492 | | | $ | 513,813 | | | $ | 37,679 | | | 7.3 | % |
(1) The CompanyWe adopted ASC 842, the new lease accounting standard, as of January 1, 2019 which required the reclassification of bad debt expense from Property operating expense to Income from real property. To assist with comparability within Same Community results, bad debt expense has been reclassified to be shown as a reduction of Income from real property for all periods presented.
(2) For the comparative periods December 31, 2020 and 2019, the year ended 2019 excludes less than $0.1 million of expenses incurred for recently acquired properties to bring the properties up to our operating standards. For the comparative periods December 31, 2019 and 2018, the year ended 2018 excludes $0.7 million of expenses incurred for recently acquired properties to bring the properties up to our operating standards. For the comparative periods December 31, 2018 and 2017, the year ended 2017 excludes $2.6 million of expenses incurred for recently acquired properties to bring the properties up to our operating standards. These costs did not meet the Company’sour capitalization policy.
(3) TheIncludes COVID-19 personal protective equipment expense of $2.4 million for the year ended December 31, 2020.
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| | As of | | | | As of | | |
Other Information | | December 31, 2020 | | December 31, 2019 | | Change | | December 31, 2019 | | December 31, 2018 | | Change |
Number of properties | | 367 | | | 367 | | | — | | | 345 | | | 345 | | | — | |
| | | | | | | | | | | | |
MH occupancy | | 97.4 | % | | | | | | 95.8 | % | | | | |
RV occupancy(1) | | 100.0 | % | | | | | | 100.0 | % | | | | |
MH & RV blended occupancy(2) | | 98.0 | % | | | | | | 96.7 | % | | | | |
| | | | | | | | | | | | |
Adjusted MH occupancy(3) | | 98.5 | % | | | | | | 97.9 | % | | | | |
Adjusted RV occupancy(4) | | 100.0 | % | | | | | | 100.0 | % | | | | |
Adjusted MH & RV blended occupancy(5) | | 98.8 | % | | 97.0 | % | (66) | 1.8 | % | | 98.4 | % | | 96.2 | % | (6) | 2.2 | % |
| | | | | | | | | | | | |
Sites available for development | | 6,682 | | | 6,314 | | | 368 | | | 6,314 | | | 7,348 | | | (1,034) | |
| | | | | | | | | | | | |
Monthly base rent per site - MH | | $ | 600 | | | $ | 580 | | (8) | $ | 20 | | | $ | 577 | | | $ | 554 | | (8) | $ | 23 | |
Monthly base rent per site - RV(7) | | $ | 514 | | | $ | 488 | | (8) | $ | 26 | | | $ | 489 | | | $ | 461 | | (8) | $ | 28 | |
Monthly base rent per site - Total | | $ | 579 | | | $ | 558 | | (8) | $ | 21 | | | $ | 557 | | | $ | 533 | | (8) | $ | 24 | |
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| | | | | | | | | | | | |
| | | | | | | | | | | | |
(1) Occupancy percentages include annual RV sites and exclude transient RV sites.
(2) Occupancy percentages include MH and annual RV sites, and exclude transient RV sites.
(3) Adjusted occupancy percentages include MH and exclude recently completed but vacant expansion sites.
(4) Adjusted occupancy percentages include annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.
(5) Adjusted occupancy percentages include MH and annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites and transient RV sites.
(4)(6) The occupancy percentages for 20182019 and 20172018 have been adjusted to reflect incremental growth period-over-period from filled MH expansion sites and the conversion of transient RV sites to annual RV sites.
(5) (7) Monthly base rent pertains to annual RV sites and excludes transient RV sites.
(8) Canadian currency figures included within the year ended December 31, 2019 and 2018 have been translated at 2020 and 2019 average exchange rates, respectively.
Year ended December 31, 2020 and 2019
The Same Communities data includes all properties which we have owned and operated continuously since January 1, 2019, exclusive of properties recently completed or under construction, and other properties as determined by management. We have reclassified $37.7 million and $34.7 million for the years ended December 31, 2020 and 2019, respectively, from Income form real property to Utilities to reflect the utility expenses associated with our Same Community portfolio net of recovery.
The 4.0 percent growth in NOI is primarily due to increased Income from real property of $30.8 million, or 3.6 percent. The 3.6 percent increase is primarily attributable to a 1.8 percent increase in MH & RV blended occupancy and a 3.8 percent increase in total monthly base rent per site when compared to 2019, offset by discounts and bad debt expense. The increase in Income from real property was partially offset by a $8.2 million, or 3.0 percent, increase in Property operating expenses, primarily attributable to increases in payroll and benefits, supplies and repairs and real estate taxes.
Year ended December 31, 2019 and 2018
The Same CommunityCommunities data includes all properties which we have owned and operated continuously since January 1, 2018, exclusive of properties recently completed or under construction. The amounts in the table above reflect constant currency for comparative purposes. Canadian currency figures included within the year ended December 31, 2018 have been translated at 2019 average exchange rates.construction, and other properties as determined by management. We have reclassified $34.7 million and $32.7 million for the years ended December 31, 2019 and 2018, respectively, from Income from real property to Utilities to reflect the utility expenses associated with our Same Community portfolio net of recovery.
The 7.3 percent growth in NOI is primarily due to increased Income from real property of $47.1$46.9 million, or 6.2 percent.percent The 6.2 percent increase is primarily attributable to a 2.2 percent increase in MH & RV blended occupancy and a 4.5 percent increase in total monthly base rent per site when compared to 2018. The increase in Income from real property was partially offset by a $9.2 million, or 3.8 percent, increase in Property operating expenses, primarily attributable to increases in payroll and benefits, supplies and repairs and real estate taxes.
Year ended December 31, 2018 and 2017
The Same Community data includes all properties which we have owned and operated continuously since January 1, 2017, exclusive of properties under construction. The amounts in the table above reflect constant currency for comparative purposes. Canadian currency figures included within the year ended December 31, 2017 have been translated at 2018 average exchange rates. We have reclassified $32.2 million and $30.6 million for the years ended December 31, 2018 and 2017, respectively, to reflect the utility expenses associated with our Same Community portfolio net of recovery.
The 7.1 percent growth in NOI is primarily due to a 6.4 percent increase in Income from real property. The 6.4 percent increase in Income from real property is primarily due to a 2.2 percent increase in MH & RV blended occupancy and a 4.1 percent increase in total monthly base rent per site. The increase in Income from real property was partially offset by a 4.8 percent increase in Property operating expenses compared to 2017, which was primarily due to higher utilities, real estate taxes, and legal, taxes and insurance in 2018.expenses.
Home Sales Summary
We purchase new homes and acquire pre-owned and repossessed manufactured homes, generally located within our communities, from lenders, dealers, and former residents to lease or sell to current and prospective residents.
The following table reflects certain financial and statistical information for our Home Sales Program for the years ended December 31, 2020, 2019 2018 and 20172018 (in thousands, except for average selling prices and statistical information):
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| Year Ended | | Year Ended |
Financial Information | December 31, 2019 | | December 31, 2018 | | Change | | % Change | | December 31, 2018 | | December 31, 2017 | | Change | | % Change |
New homes | | | | | | | | | | | | | | | |
New home sales | $ | 71,760 |
| | $ | 59,578 |
| | $ | 12,182 |
| | 20.4 | % | | $ | 59,578 |
| | $ | 36,915 |
| | $ | 22,663 |
| | 61.4 | % |
New home cost of sales | 61,557 |
| | 51,913 |
| | 9,644 |
| | 18.6 | % | | 51,913 |
| | 31,578 |
| | 20,335 |
| | 64.4 | % |
NOI / Gross Profit – new homes | $ | 10,203 |
| | $ | 7,665 |
| | $ | 2,538 |
| | 33.1 | % | | $ | 7,665 |
| | $ | 5,337 |
| | $ | 2,328 |
| | 43.6 | % |
Gross margin % – new homes | 14.2 | % | | 12.9 | % | | 1.3 | % | | | | 12.9 | % | | 14.5 | % | | (1.6 | )% | | |
Average selling price – new homes | $ | 125,674 |
| | $ | 113,266 |
| | $ | 12,408 |
| | 11.0 | % | | $ | 113,266 |
| | $ | 101,975 |
| | $ | 11,291 |
| | 11.1 | % |
| | | | | | | | | | | | | | | |
Pre-owned homes | | | | | | | | | | | | | | | |
Pre-owned home sales | $ | 110,176 |
| | $ | 106,453 |
| | $ | 3,723 |
| | 3.5 | % | | $ | 106,453 |
| | $ | 90,493 |
| | $ | 15,960 |
| | 17.6 | % |
Pre-owned home cost of sales | 72,800 |
| | 71,420 |
| | 1,380 |
| | 1.9 | % | | 71,420 |
| | 63,536 |
| | 7,884 |
| | 12.4 | % |
NOI / Gross Profit – pre-owned homes | $ | 37,376 |
| | $ | 35,033 |
| | $ | 2,343 |
| | 6.7 | % | | $ | 35,033 |
| | $ | 26,957 |
| | $ | 8,076 |
| | 30.0 | % |
Gross margin % – pre-owned homes | 33.9 | % | | 32.9 | % | | 1.0 | % | | | | 32.9 | % | | 29.8 | % | | 3.1 | % | | |
Average selling price – pre-owned homes | $ | 38,416 |
| | $ | 34,306 |
| | $ | 4,110 |
| | 12.0 | % | | $ | 34,306 |
| | $ | 30,991 |
| | $ | 3,315 |
| | 10.7 | % |
| | | | | | | | | | | | | | | |
Total home sales | | | | | | | | | | | | | | | |
Revenue from home sales | $ | 181,936 |
| | $ | 166,031 |
| | $ | 15,905 |
| | 9.6 | % | | $ | 166,031 |
| | $ | 127,408 |
| | $ | 38,623 |
| | 30.3 | % |
Cost of home sales | 134,357 |
| | 123,333 |
| | 11,024 |
| | 8.9 | % | | 123,333 |
| | 95,114 |
| | 28,219 |
| | 29.7 | % |
NOI / Gross Profit – home sales | $ | 47,579 |
| | $ | 42,698 |
| | $ | 4,881 |
| | 11.4 | % | | $ | 42,698 |
| | $ | 32,294 |
| | $ | 10,404 |
| | 32.2 | % |
| | | | | | | | | | | | | | | |
Statistical Information | | | | | | | | | | | | | | | |
New home sales volume | 571 |
| | 526 |
| | 45 |
| | 8.6 | % | | 526 |
| | 362 |
| | 164 |
| | 45.3 | % |
Pre-owned home sales volume | 2,868 |
| | 3,103 |
| | (235 | ) | | (7.6 | )% | | 3,103 |
| | 2,920 |
| | 183 |
| | 6.3 | % |
Total home sales volume | 3,439 |
| | 3,629 |
| | (190 | ) | | (5.2 | )% | | 3,629 |
| | 3,282 |
| | 347 |
| | 10.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended | | Year Ended |
Financial Information | December 31, 2020 | | December 31, 2019 | | Change | | % Change | | December 31, 2019 | | December 31, 2018 | | Change | | % Change |
New homes | | | | | | | | | | | | | | | |
New home sales | $ | 79,728 | | | $ | 71,760 | | | $ | 7,968 | | | 11.1 | % | | $ | 71,760 | | | $ | 59,578 | | | $ | 12,182 | | | 20.4 | % |
New home cost of sales | 65,533 | | | 61,557 | | | 3,976 | | | 6.5 | % | | 61,557 | | | 51,913 | | | 9,644 | | | 18.6 | % |
NOI / Gross Profit – new homes | $ | 14,195 | | | $ | 10,203 | | | $ | 3,992 | | | 39.1 | % | | $ | 10,203 | | | $ | 7,665 | | | $ | 2,538 | | | 33.1 | % |
Gross margin % – new homes | 17.8 | % | | 14.2 | % | | 3.6 | % | | | | 14.2 | % | | 12.9 | % | | 1.3 | % | | |
Average selling price – new homes | $ | 139,874 | | | $ | 125,674 | | | $ | 14,200 | | | 11.3 | % | | $ | 125,674 | | | $ | 113,266 | | | $ | 12,408 | | | 11.0 | % |
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Pre-owned homes | | | | | | | | | | | | | | | |
Pre-owned home sales | $ | 95,971 | | | $ | 110,176 | | | $ | (14,205) | | | (12.9) | % | | $ | 110,176 | | | $ | 106,453 | | | $ | 3,723 | | | 3.5 | % |
Pre-owned home cost of sales | 66,351 | | | 72,800 | | | (6,449) | | | (8.9) | % | | 72,800 | | | 71,420 | | | 1,380 | | | 1.9 | % |
NOI / Gross Profit – pre-owned homes | $ | 29,620 | | | $ | 37,376 | | | $ | (7,756) | | | (20.8) | % | | $ | 37,376 | | | $ | 35,033 | | | $ | 2,343 | | | 6.7 | % |
Gross margin % – pre-owned homes | 30.9 | % | | 33.9 | % | | (3.0) | % | | | | 33.9 | % | | 32.9 | % | | 1.0 | % | | |
Average selling price – pre-owned homes | $ | 41,799 | | | $ | 38,416 | | | $ | 3,383 | | | 8.8 | % | | $ | 38,416 | | | $ | 34,306 | | | $ | 4,110 | | | 12.0 | % |
| | | | | | | | | | | | | | | |
Total home sales | | | | | | | | | | | | | | | |
Revenue from home sales | $ | 175,699 | | | $ | 181,936 | | | $ | (6,237) | | | (3.4) | % | | $ | 181,936 | | | $ | 166,031 | | | $ | 15,905 | | | 9.6 | % |
Cost of home sales | 131,884 | | | 134,357 | | | (2,473) | | | (1.8) | % | | 134,357 | | | 123,333 | | | 11,024 | | | 8.9 | % |
NOI / Gross Profit – home sales | $ | 43,815 | | | $ | 47,579 | | | $ | (3,764) | | | (7.9) | % | | $ | 47,579 | | | $ | 42,698 | | | $ | 4,881 | | | 11.4 | % |
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Statistical Information | | | | | | | | | | | | | | | |
New home sales volume | 570 | | | 571 | | | (1) | | | (0.2) | % | | 571 | | | 526 | | | 45 | | | 8.6 | % |
Pre-owned home sales volume | 2,296 | | | 2,868 | | | (572) | | | (19.9) | % | | 2,868 | | | 3,103 | | | (235) | | | (7.6) | % |
Total home sales volume | 2,866 | | | 3,439 | | | (573) | | | (16.7) | % | | 3,439 | | | 3,629 | | | (190) | | | (5.2) | % |
NOI / Gross Profit - new homes - For the year ended December 31, 2020, the $4.0 million, or 39.1 percent, increase in gross profit is primarily the result of a 11.3 percent increase in the average selling price, partially offset by an increase in the average cost of homes sold, as compared to 2019.
For the year ended December 31, 2019, the $2.5 million, or 33.1 percent, increase in gross profit is primarily the result of a 8.6 percent increase in new home sales volume coupled with a 11.0 percent increase in the average selling price, as compared to 2018.
NOI / Gross Profit - pre-owned homes - For the year ended December 31, 2018,2020, the $2.3$7.8 million, or 43.620.8 percent, increasedecrease in gross profit is primarily the result of a 45.319.9 percent increasedecrease in newpre-owned home sales volume, coupled with a 11.1 percent increase in the average selling price, as compared to 2017.2019.
Gross Profit - pre-owned homes -
For the year ended December 31, 2019, the $2.3 million, or 6.7 percent, increase in gross profit is primarily the result of a 12.0 percent increase in the average selling price, which is partially offset by a 7.6 percent decrease in pre-owned home sales volume, as compared to 2018.
For the year ended December 31, 2018, the $8.1 million, or 30.0 percent, increase in gross profit is primarily the result of a 10.7 percent increase in the average selling price coupled with a 6.3 percent increase in pre-owned home sales volume as compared to 2017.
Rental Program Summary
The following table reflects certain financial and other information for our Rental Program for the years ended December 31, 2020, 2019 2018 and 20172018 (in thousands, except for statistical information):
| | | Year Ended | | Year Ended | | Year Ended | | Year Ended |
Financial Information | December 31, 2019 | | December 31, 2018 | | Change | | % Change | | December 31, 2018 | | December 31, 2017 | | Change | | % Change | Financial Information | December 31, 2020 | | December 31, 2019 | | Change | | % Change | | December 31, 2019 | | December 31, 2018 | | Change | | % Change |
Revenues | | | | | | | | | | | | | | | | Revenues | | | | | | | | | | | | | | | |
Rental home revenue | $ | 57,572 |
| | $ | 53,657 |
| | $ | 3,915 |
| | 7.3 | % | | $ | 53,657 |
| | $ | 50,549 |
| | $ | 3,108 |
| | 6.1 | % | Rental home revenue | $ | 62,646 | | | $ | 57,572 | | | $ | 5,074 | | | 8.8 | % | | $ | 57,572 | | | $ | 53,657 | | | $ | 3,915 | | | 7.3 | % |
Site rent from Rental Program (1) | 68,805 |
| | 65,615 |
| | 3,190 |
| | 4.9 | % | | 65,615 |
| | 63,833 |
| | 1,782 |
| | 2.8 | % | Site rent from Rental Program(1) | 74,823 | | | 68,805 | | | 6,018 | | | 8.7 | % | | 68,805 | | | 65,615 | | | 3,190 | | | 4.9 | % |
Rental Program revenue | 126,377 |
| | 119,272 |
| | 7,105 |
| | 6.0 | % | | 119,272 |
| | 114,382 |
| | 4,890 |
| | 4.3 | % | Rental Program revenue | 137,469 | | | 126,377 | | | 11,092 | | | 8.8 | % | | 126,377 | | | 119,272 | | | 7,105 | | | 6.0 | % |
Expenses | | | | | | | | | | | | | | | | Expenses | |
Repairs and refurbishment | 12,591 |
| | 10,456 |
| | 2,135 |
| | 20.4 | % | | 10,456 |
| | 9,864 |
| | 592 |
| | 6.0 | % | Repairs and refurbishment | 11,886 | | | 12,591 | | | (705) | | | (5.6) | % | | 12,591 | | | 10,456 | | | 2,135 | | | 20.4 | % |
Taxes and insurance | 7,488 |
| | 6,425 |
| | 1,063 |
| | 16.5 | % | | 6,425 |
| | 6,149 |
| | 276 |
| | 4.5 | % | Taxes and insurance | 8,460 | | | 7,488 | | | 972 | | | 13.0 | % | | 7,488 | | | 6,425 | | | 1,063 | | | 16.5 | % |
Other | 1,916 |
| | 6,423 |
| | (4,507 | ) | | (70.2 | )% | | 6,423 |
| | 6,147 |
| | 276 |
| | 4.5 | % | Other | 1,840 | | | 1,916 | | | (76) | | | (4.0) | % | | 1,916 | | | 6,423 | | | (4,507) | | | (70.2) | % |
Rental Program operating and maintenance | 21,995 |
| | 23,304 |
| | (1,309 | ) | | (5.6 | )% | | 23,304 |
| | 22,160 |
| | 1,144 |
| | 5.2 | % | Rental Program operating and maintenance | 22,186 | | | 21,995 | | | 191 | | | 0.9 | % | | 21,995 | | | 23,304 | | | (1,309) | | | (5.6) | % |
Rental Program NOI | $ | 104,382 |
| | $ | 95,968 |
| | $ | 8,414 |
| | 8.8 | % | | $ | 95,968 |
| | $ | 92,222 |
| | $ | 3,746 |
| | 4.1 | % | Rental Program NOI | $ | 115,283 | | | $ | 104,382 | | | $ | 10,901 | | | 10.4 | % | | $ | 104,382 | | | $ | 95,968 | | | $ | 8,414 | | | 8.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Information | | | | | | | | | | | | | | | | Other Information | |
Number of sold rental homes | 1,140 |
| | 1,122 |
| | 18 |
| | 1.6 | % | | 1,122 |
| | 1,168 |
| | (46 | ) | | (3.9 | )% | Number of sold rental homes | 850 | | | 1,140 | | | (290) | | | (25.4) | % | | 1,140 | | | 1,122 | | | 18 | | | 1.6 | % |
Number of occupied rentals, end of period | 11,325 |
| | 10,994 |
| | 331 |
| | 3.0 | % | | 10,994 |
| | 11,074 |
| | (80 | ) | | (0.7 | )% | Number of occupied rentals, end of period | 11,752 | | | 11,325 | | | 427 | | | 3.8 | % | | 11,325 | | | 10,994 | | | 331 | | | 3.0 | % |
Investment in occupied rental homes, end of period | $ | 584,771 |
| | $ | 530,006 |
| | $ | 54,765 |
| | 10.3 | % | | $ | 530,006 |
| | $ | 494,945 |
| | $ | 35,061 |
| | 7.1 | % | Investment in occupied rental homes, end of period | $ | 629,162 | | | $ | 584,771 | | | $ | 44,391 | | | 7.6 | % | | $ | 584,771 | | | $ | 530,006 | | | $ | 54,765 | | | 10.3 | % |
Weighted average monthly rental rate, end of period | $ | 997 |
| | $ | 949 |
| | $ | 48 |
| | 5.1 | % | | $ | 949 |
| | $ | 901 |
| | $ | 48 |
| | 5.3 | % | Weighted average monthly rental rate, end of period | $ | 1,042 | | | $ | 997 | | | $ | 45 | | | 4.5 | % | | $ | 997 | | | $ | 949 | | | $ | 48 | | | 5.1 | % |
(1) The renter’s monthly payment includes the site rent and an amount attributable to the home lease. The site rent is reflected in Real Property Operations’ segment revenue. For purposes of management analysis, site rent is included in Rental Program revenue to evaluate the incremental revenue gains associated with the implementation of the Rental Program, and to assess the overall growth and performance of the Rental Program and the financial impact on the Company’sour operations.
For the year ended December 31, 2020, Rental Program NOI increased $10.9 million, or 10.4 percent, as compared to 2019. The increase is primarily due to an increase in Rental Program revenue of $11.1 million, or 8.8 percent, primarily attributable to a 4.5 percent increase in the weighted average monthly rental rate and a 3.8 percent increase in the number of occupied rentals.
For the year ended December 31, 2019, Rental Program NOI increased $8.4 million, or 8.8 percent, as compared to 2018. The increase is primarily due to (a) an increase in Rental Program revenue of $7.1 million, or 6.0 percent, primarily attributable to a 5.1 percent increase in the weighted average monthly rental rate, and a 3.0 percent increase in the number of occupied rentals, and (b) a decrease in Rental Program operating and maintenance expenses of $1.3 million, or 5.6 percent, resulting primarily from the capitalization of commission expenses under ASC 842 in the year ended December 31, 2019 as compared to 2018.
For the year ended December 31, 2018, Rental Program NOI increased $3.7 million, or 4.1 percent, as compared to 2017. The increase is primarily due to (a) an increase in Rental Program revenue of $4.9 million, or 4.3 percent, primarily attributable to a 5.3 percent increase in weighted average monthly rental rates, partially offset by (b) an increase in Rental Program operating and maintenance expenses of $1.1 million, or 5.2 percent, primarily due to higher repairs and refurbishment expense in 2018 as compared to 2017.
Other Items - Statements of Operations(1)
The following table summarizes other income and expenses for the years ended December 31, 2020, 2019 2018 and 20172018 (amounts in thousands):
| | | Year Ended | | Year Ended | | Year Ended | | Year Ended |
| December 31, 2019 | | December 31, 2018 | | Change | | % Change | | December 31, 2018 | | December 31, 2017 | | Change | | % Change | | December 31, 2020 | | December 31, 2019 | | Change | | % Change | | December 31, 2019 | | December 31, 2018 | | Change | | % Change |
Ancillary revenues, net | $ | 19,449 |
| | $ | 16,064 |
| | $ | 3,385 |
| | 21.1 | % | | $ | 16,064 |
| | $ | 10,061 |
| | $ | 6,003 |
| | 59.7 | % | Ancillary revenues, net | $ | 38,615 | | | $ | 30,206 | | | $ | 8,409 | | | 27.8 | % | | $ | 30,206 | | | $ | 25,207 | | | $ | 4,999 | | | 19.8 | % |
Interest income | $ | 17,857 |
| | $ | 20,852 |
| | $ | (2,995 | ) | | (14.4 | )% | | $ | 20,852 |
| | $ | 21,179 |
| | $ | (327 | ) | | (1.5 | )% | Interest income | $ | 10,119 | | | $ | 17,857 | | | $ | (7,738) | | | (43.3) | % | | $ | 17,857 | | | $ | 20,852 | | | $ | (2,995) | | | (14.4) | % |
Brokerage commissions and other revenues, net | $ | 14,127 |
| | $ | 6,205 |
| | $ | 7,922 |
| | 127.7 | % | | $ | 6,205 |
| | $ | 3,695 |
| | $ | 2,510 |
| | 67.9 | % | Brokerage commissions and other revenues, net | $ | 17,230 | | | $ | 14,127 | | | $ | 3,103 | | | 22.0 | % | | $ | 14,127 | | | $ | 6,205 | | | $ | 7,922 | | | 127.7 | % |
Home selling expenses | $ | 14,690 |
| | $ | 15,722 |
| | $ | (1,032 | ) | | (6.6 | )% | | $ | 15,722 |
| | $ | 12,457 |
| | $ | 3,265 |
| | 26.2 | % | Home selling expenses | $ | 15,134 | | | $ | 14,690 | | | $ | 444 | | | 3.0 | % | | $ | 14,690 | | | $ | 15,722 | | | $ | (1,032) | | | (6.6) | % |
General and administrative expenses | $ | 93,964 |
| | $ | 81,429 |
| | $ | 12,535 |
| | 15.4 | % | | $ | 81,429 |
| | $ | 83,973 |
| | $ | (2,544 | ) | | (3.0 | )% | General and administrative expenses | $ | 111,288 | | | $ | 93,964 | | | $ | 17,324 | | | 18.4 | % | | $ | 93,964 | | | $ | 81,429 | | | $ | 12,535 | | | 15.4 | % |
Catastrophic weather related charges, net | $ | 1,737 |
| | $ | 92 |
| | $ | 1,645 |
| | 1,788.0 | % | | $ | 92 |
| | $ | 8,352 |
| | $ | (8,260 | ) | | (98.9 | )% | |
Catastrophic weather-related charges, net | | Catastrophic weather-related charges, net | $ | 885 | | | $ | 1,737 | | | $ | (852) | | | (49.1) | % | | $ | 1,737 | | | $ | 92 | | | $ | 1,645 | | | 1,788.0 | % |
Business combination expense | | Business combination expense | $ | 23,008 | | | $ | — | | | $ | 23,008 | | | N/A | | $ | — | | | $ | — | | | $ | — | | | N/A |
Depreciation and amortization | $ | 328,067 |
| | $ | 287,262 |
| | $ | 40,805 |
| | 14.2 | % | | $ | 287,262 |
| | $ | 261,536 |
| | $ | 25,726 |
| | 9.8 | % | Depreciation and amortization | $ | 376,876 | | | $ | 328,067 | | | $ | 48,809 | | | 14.9 | % | | $ | 328,067 | | | $ | 287,262 | | | $ | 40,805 | | | 14.2 | % |
Loss on extinguishment of debt | $ | 16,505 |
| | $ | 1,190 |
| | $ | 15,315 |
| | 1,287.0 | % | | $ | 1,190 |
| | $ | 4,676 |
| | $ | (3,486 | ) | | (74.6 | )% | |
Loss on extinguishment of debt (see Note 8) | | Loss on extinguishment of debt (see Note 8) | $ | 5,209 | | | $ | 16,505 | | | $ | (11,296) | | | (68.4) | % | | $ | 16,505 | | | $ | 1,190 | | | $ | 15,315 | | | 1,287.0 | % |
Interest expense (2) | $ | 137,851 |
| | $ | 134,250 |
| | $ | 3,601 |
| | 2.7 | % | | $ | 134,250 |
| | $ | 131,585 |
| | $ | 2,665 |
| | 2.0 | % | $ | 129,071 | | | $ | 133,153 | | | $ | (4,082) | | | (3.1) | % | | $ | 133,153 | | | $ | 130,556 | | | $ | 2,597 | | | 2.0 | % |
Gain / (loss) on remeasurement of marketable securities | $ | 34,240 |
| | $ | (3,639 | ) | | $ | 37,879 |
| | (1,040.9 | )% | | $ | (3,639 | ) | | $ | — |
| | $ | (3,639 | ) | | N/A |
| |
Interest on mandatorily redeemable preferred OP units / equity | | Interest on mandatorily redeemable preferred OP units / equity | $ | 4,177 | | | $ | 4,698 | | | $ | (521) | | | (11.1) | % | | $ | 4,698 | | | $ | 3,694 | | | $ | 1,004 | | | 27.2 | % |
Gain / (loss) on remeasurement of marketable securities (see Note 15) | | Gain / (loss) on remeasurement of marketable securities (see Note 15) | $ | 6,129 | | | $ | 34,240 | | | $ | (28,111) | | | (82.1) | % | | $ | 34,240 | | | $ | (3,639) | | | $ | 37,879 | | | (1,040.9) | % |
Gain / (loss) on foreign currency translation | | Gain / (loss) on foreign currency translation | $ | 8,039 | | | $ | 4,557 | | | $ | 3,482 | | | 76.4 | % | | $ | 4,557 | | | $ | (8,234) | | | $ | 12,791 | | | (155.3) | % |
Gain on disposition of property | | Gain on disposition of property | $ | 5,595 | | | $ | — | | | $ | 5,595 | | | N/A | | $ | — | | | $ | — | | | $ | — | | | N/A |
Other income / (expense), net | $ | 3,457 |
| | $ | (6,453 | ) | | $ | 9,910 |
| | (153.6 | )% | | $ | (6,453 | ) | | $ | 8,982 |
| | $ | (15,435 | ) | | (171.8 | )% | Other income / (expense), net | $ | (3,768) | | | $ | (1,100) | | | $ | (2,668) | | | 242.5 | % | | $ | (1,100) | | | $ | 1,781 | | | $ | (2,881) | | | (161.8) | % |
Income from nonconsolidated affiliates | $ | 1,374 |
| | $ | 790 |
| | $ | 584 |
| | 73.9 | % | | $ | 790 |
| | $ | — |
| | $ | 790 |
| | N/A |
| |
Current tax expense | $ | (1,095 | ) | | $ | (595 | ) | | $ | (500 | ) | | 84.0 | % | | $ | (595 | ) | | $ | (446 | ) | | $ | (149 | ) | | 33.4 | % | |
Deferred tax benefit | $ | 222 |
| | $ | 507 |
| | $ | (285 | ) | | (56.2 | )% | | $ | 507 |
| | $ | 582 |
| | $ | (75 | ) | | (12.9 | )% | |
Loss on remeasurement of notes receivable (see Note 4) | | Loss on remeasurement of notes receivable (see Note 4) | $ | (3,275) | | | $ | — | | | $ | (3,275) | | | N/A | | $ | — | | | $ | — | | | $ | — | | | N/A |
Income from nonconsolidated affiliates (see Note 6) | | Income from nonconsolidated affiliates (see Note 6) | $ | 1,740 | | | $ | 1,374 | | | $ | 366 | | | 26.6 | % | | $ | 1,374 | | | $ | 790 | | | $ | 584 | | | 73.9 | % |
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6) | | Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6) | $ | (1,608) | | | $ | — | | | $ | (1,608) | | | N/A | | $ | — | | | $ | — | | | $ | — | | | N/A |
Current tax expense (see Note 12) | | Current tax expense (see Note 12) | $ | (790) | | | $ | (1,095) | | | $ | 305 | | | (27.9) | % | | $ | (1,095) | | | $ | (595) | | | $ | (500) | | | 84.0 | % |
Deferred tax benefit (see Note 12) | | Deferred tax benefit (see Note 12) | $ | 1,565 | | | $ | 222 | | | $ | 1,343 | | | 605.0 | % | | $ | 222 | | | $ | 507 | | | $ | (285) | | | (56.2) | % |
Preferred return to preferred OP units / equity | $ | 6,058 |
| | $ | 4,486 |
| | $ | 1,572 |
| | 35.0 | % | | $ | 4,486 |
| | $ | 4,581 |
| | $ | (95 | ) | | (2.1 | )% | Preferred return to preferred OP units / equity | $ | 6,935 | | | $ | 6,058 | | | $ | 877 | | | 14.5 | % | | $ | 6,058 | | | $ | 4,486 | | | $ | 1,572 | | | 35.0 | % |
Amounts attributable to noncontrolling interests | $ | 9,768 |
| | $ | 8,443 |
| | $ | 1,325 |
| | 15.7 | % | | $ | 8,443 |
| | $ | 5,055 |
| | $ | 3,388 |
| | 67.0 | % | |
Income attributable to noncontrolling interests | | Income attributable to noncontrolling interests | $ | 8,902 | | | $ | 9,768 | | | $ | (866) | | | (8.9) | % | | $ | 9,768 | | | $ | 8,443 | | | $ | 1,325 | | | 15.7 | % |
Preferred stock distribution | $ | 1,288 |
| | $ | 1,736 |
| | $ | (448 | ) | | (25.8 | )% | | $ | 1,736 |
| | $ | 7,162 |
| | $ | (5,426 | ) | | (75.8 | )% | Preferred stock distribution | $ | — | | | $ | 1,288 | | | $ | (1,288) | | | N/M | | $ | 1,288 | | | $ | 1,736 | | | $ | (448) | | | (25.8) | % |
(1) Only items judgmentally determined by management to be material, of interest, or unique to the periods disclosed above are explained.explained below.
(2) Includes interest expense and interest on mandatorily redeemable preferred OP units / equity.N/M = Percentage change is not meaningful.
Ancillary revenues, net - for the year ended December 31, 2020, increased primarily due to the addition of boat rental and service revenue and increases in RV resort activity revenues as compared to 2019. For the year ended December 31, 2019, increasedthe increase was primarily due to increases in golf course, restaurant, and RV resort activity revenues as compared to 2018. For the year ended December 31, 2018, the increase is primarily due to RV vacation home rental income as a result of acquisition activities, in addition to an increase in golf course, restaurant, and resort activity net profit as compared to 2017.
Interest income - for the year ended December 31, 2020 and 2019, decreased primarily due to lower balances on our notes receivable and derecognition of collateralized notes receivable in the fourth quarter of 2019. For the year ended December 31, 2019, the decrease was primarily due to lower balances on our notes receivable and derecognition of collateralized notes receivable in 2019 as we satisfied the criteria of paragraph ASC 860-10-40-5 to be accounted for as a sale. Refer to Note 4, “Collateralized Receivables and Transfers of Financial Assets,” in our accompanying Consolidated Financial Statements for additional information.
Brokerage commissions and other revenues, net - for the year ended December 31, 2020, increased primarily due to a $1.6 million increase in brokerage commissions, and a $0.8 million increase in ground lease income, as compared to 2019. For the year ended December 31, 2019, increasedthe increase was primarily due to a $3.1 million increase in brokerage commissions, and a $1.8 million increase in dividend income from our investment in marketable securities, as compared to 2018. For the year ended December 31, 2018, the increase is primarily due to a higher number of broker homes sold during the year as compared to 2017, in addition to a $1.9 million insurance proceeds from business interruption related to Hurricane Irma.
Home selling expenses - for the year ended December 31, 2018, increased primarily due to higher commissions driven by a higher home sales volume for the year as compared to 2017.
General and administrative expenses - for the year ended December 31, 2020, increased due to an increase in wages and incentives driven by growth in acquisition activity as compared to the same period in 2019, and COVID-19 personal protective equipment expense that did not exist in 2019. For the year ended December 31, 2019, increased primarily due to an increase in wages and incentives driven by growth in acquisitions and the Company’sour performance as compared to 2018.
Catastrophic weather related charges, net - for the year ended December 31, 2019, increased2020, decreased primarily due to estimatedchanges in estimates related to damage losses for recent weather events. For the year ended December 31, 2018, the decrease is2019, increased primarily due to a smaller impact from Hurricanes Florence and Michael as compared to a larger impact from Hurricane Irma in 2017.estimated damage losses for recent weather events.
SUN COMMUNITIES, INC.
Business combination expenses - for the year ended December 31, 2020,were incurred as a result of our recent acquisitions of marinas. Refer to Note 3, “Real Estate Acquisitions and Dispositions” of our accompanying Consolidated Financial Statements for additional information.
Depreciation and amortization - for the year ended December 31, 2019,2020, increased as a result of our recent property acquisitions and ongoing expansion and development activities. Refer to Note 3, “Real Estate Acquisitions”Acquisitions and Dispositions” of our accompanying Consolidated Financial Statements for additional information.
Loss on extinguishment of debt - for the year ended December 31, 2020, decreased primarily due to fewer prepayment penalties related to debt and financing activity as compared to 2019. For the year ended December 31, 2019, increasedthe increase is primarily due to higher prepayment penalties related to debt and financing activity as compared to 2018. For the year ended December 31, 2018, the decrease is primarily due to lower prepayment penalties related to debt and financing activity as compared to 2017. Refer to Note 9,8, “Debt and Lines of Credit,” in our accompanying Consolidated Financial Statements for additional information.
Gain / (loss) on remeasurement of marketable securities - for the year ended December 31, 2020, decreased due to lower gain on the remeasurement of our investment in marketable securities as compared to 2019. For the year ended December 31, 2019, increased primarily due to a $34.2 million gain on the remeasurement of our investment in marketable securities as compared to a $3.6 million remeasurement loss in 2018. For the year ended December 31, 2018, the decrease is primarily dueRefer to a $3.6 million lossNote 15, Fair Value of Financial Instruments,” in our accompanying Consolidated Financial Statements for additional information.
Gain / (loss) on the remeasurement of our investment in marketable securities.
Other income / (expense), netforeign currency translation - for the year ended December 31, 2020, increased as compared to same period in 2019, increased primarily due to a $4.5 million foreign currency translation gain as compared to a $8.4 million lossfavorable fluctuations in 2018, partially offset by a $3.8 million decrease resulting from a $1.5 million lossexchange rate on the remeasurement of contingent liability in 2019 as compared to a $2.3 million gain in 2018.Canadian and Australian denominated currencies. For the year ended December 31, 2018, the decrease is primarily due to an $8.42019, there was a $4.6 million foreign currency translation lossgain as compared to a $5.9$8.2 million loss in the same period in 2018.
Gain on disposition of property - for the year ended December 31, 2020, there was a $5.6 million gain resulting from the sale of a MH community in 2017.Montana. There were no property dispositions during the years ended December 30, 2019 and 2018. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” in our accompanying Consolidated Financial Statements for additional information.
Loss on remeasurement of notes receivable - represents the adjustment of our in-house financing notes receivable portfolio, for which we elected the fair value option on January 1, 2020. Refer to Note 4, “Notes and Other Receivables,” and Note 15, “Fair Value of Financial Instruments,” in our accompanying Consolidated Financial Statements for additional information.
Loss on remeasurement of investment in nonconsolidated affiliates - represents the adjustment of our equity investment in GTSC LLC (“GTSC”), for which we elected the fair value option on January 1, 2020. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” in our accompanying Consolidated Financial Statements for additional information.
Preferred return to preferred OP units / equity - for the year ended December 31, 20192020 increased primarily as a result of preferred OP units issued in conjunction with various acquisitions. For the year ended December 31, 2019 the increase was primarily the result of issuing 488,958the Series D Preferred OP units in conjunction with an acquisition in January 2019. Refer to Note 3, “Acquisitions,“Real Estate Acquisitions and Dispositions,” and Note 10,9, “Equity and Temporary Equity,” of our accompanying Consolidated Financial Statements for additional information.
Amounts attributable to noncontrolling interests - for the year ended December 31, 2019 increased primarily as a result of increased performance in our Sun NG Resorts portfolio as compared to 2018. For the year ended December 31, 2018, the increase is due to the acquisition of our Sun NG Resorts portfolio in June 2018 as compared to 2017.
Preferred stock distributions - for the year ended December 31, 2018 distributions decreased as compared to 2017 as a result of the redemption of 3.4 million outstanding shares of our 7.125% Series A Cumulative Redeemable Preferred Stock in November 2017.
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SUN COMMUNITIES, INC. COMMON STOCKHOLDERS TO FFO
The following table reconciles Net income attributable to Sun Communities, Inc. common stockholders to FFO for the years ended December 31, 2020, 2019, 2018, and 20172018 (in thousands, except per share amounts):
|
| | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Net income attributable to Sun Communities, Inc. common stockholders | | $ | 160,265 |
| | $ | 105,493 |
| | $ | 65,021 |
|
Adjustments | | | | | | |
Depreciation and amortization | | 328,646 |
| | 288,206 |
| | 262,211 |
|
(Gain) / loss on remeasurement of marketable securities | | (34,240 | ) | | 3,639 |
| | — |
|
Amounts attributable to noncontrolling interests | | 8,474 |
| | 7,740 |
| | 4,535 |
|
Preferred return to preferred OP units | | 2,610 |
| | 2,206 |
| | 2,320 |
|
Preferred distribution to Series A-4 preferred stock | | 1,288 |
| | 1,737 |
| | 2,107 |
|
Gain on disposition of assets, net | | (26,356 | ) | | (23,406 | ) | | (16,075 | ) |
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (4) | | $ | 440,687 |
| | $ | 385,615 |
| | $ | 320,119 |
|
Adjustments: | | | | | | |
Transaction costs (1) | | — |
| | — |
| | 9,801 |
|
Other acquisition related costs (2) | | 1,146 |
| | 1,001 |
| | 2,810 |
|
(Gain) / loss on extinguishment of debt | | 16,505 |
| | 1,190 |
| | 4,676 |
|
Catastrophic weather related charges, net | | 1,737 |
| | 92 |
| | 8,352 |
|
Loss of earnings - catastrophic weather related (3) | | — |
| | (292 | ) | | 292 |
|
Other (income) / expense, net | | (3,457 | ) | | 6,453 |
| | (8,982 | ) |
Other adjustments (4) | | 314 |
| | 310 |
| | 316 |
|
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (5) | | $ | 456,932 |
| | $ | 394,369 |
| | $ | 337,384 |
|
| | | | | | |
Weighted average common shares outstanding - basic | | 88,460 |
| | 81,387 |
| | 76,084 |
|
Add | | | | | | |
Common stock issuable upon conversion of stock options | | 1 |
| | 2 |
| | 2 |
|
Restricted stock | | 454 |
| | 651 |
| | 625 |
|
Common stock issuable upon conversion of Series A-4 preferred stock | | 423 |
| | 472 |
| | 585 |
|
Common stock issuable upon conversion of Series A-4 preferred OP units | | 172 |
| | — |
| | — |
|
Common OP units | | 2,448 |
| | 2,733 |
| | 2,756 |
|
Common stock issuable upon conversion of Series A-3 preferred OP units | | 75 |
| | 75 |
| | 75 |
|
Common stock issuable upon conversion of Series A-1 preferred OP units | | 784 |
| | 821 |
| | 869 |
|
Weighted average common shares outstanding - fully diluted | | 92,817 |
| | 86,141 |
| | 80,996 |
|
| | | | | | |
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted | | $ | 4.75 |
| | $ | 4.48 |
| | $ | 3.95 |
|
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted | | $ | 4.92 |
| | $ | 4.58 |
| | $ | 4.17 |
|
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Net Income Attributable to Sun Communities, Inc. Common Stockholders | | $ | 131,614 | | | $ | 160,265 | | | $ | 105,493 | |
Adjustments | | | | | | |
Depreciation and amortization | | 376,897 | | | 328,646 | | | 288,206 | |
Depreciation on nonconsolidated affiliates | | 66 | | | — | | | — | |
Gain / (loss) on remeasurement of marketable securities | | (6,129) | | | (34,240) | | | 3,639 | |
| | | | | | |
Loss on remeasurement of investment in nonconsolidated affiliates | | 1,608 | | | — | | | — | |
Loss on remeasurement of notes receivable | | 3,275 | | | — | | | — | |
| | | | | | |
Income attributable to noncontrolling interests | | 7,881 | | | 8,474 | | | 7,740 | |
Preferred return to preferred OP units | | 2,231 | | | 2,610 | | | 2,206 | |
Preferred distribution to Series A-4 preferred stock | | — | | | 1,288 | | | 1,737 | |
| | | | | | |
Gain on disposition of properties | | (5,595) | | | — | | | — | |
| | | | | | |
Gain on disposition of assets, net | | (22,180) | | | (26,356) | | | (23,406) | |
| | | | | | |
FFO Attributable To Sun Communities, Inc. Common Stockholders And Dilutive Convertible Securities(1) | | $ | 489,668 | | | $ | 440,687 | | | $ | 385,615 | |
Adjustments | | | | | | |
| | | | | | |
Business combination expense | | 23,008 | | | — | | | — | |
Other acquisition related costs(2) | | 2,326 | | | 1,146 | | | 1,001 | |
Loss on extinguishment of debt | | 5,209 | | | 16,505 | | | 1,190 | |
| | | | | | |
Catastrophic weather-related charges, net | | 885 | | | 1,737 | | | 92 | |
Loss of earnings - catastrophic weather related(3) | | — | | | — | | | (292) | |
| | | | | | |
(Gain) / loss on foreign currency translation | | (8,039) | | | (4,557) | | | 8,234 | |
Other (income) / expense, net | | 3,768 | | | 1,100 | | | (1,781) | |
Other adjustments(4) | | (1,265) | | | 314 | | | 310 | |
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Core FFO Attributable To Sun Communities, Inc. Common Stockholders And Dilutive Convertible Securities(1) | | $ | 515,560 | | | $ | 456,932 | | | $ | 394,369 | |
| | | | | | |
Weighted average common shares outstanding - basic | | 97,521 | | | 88,460 | | | 81,387 | |
Add | | | | | | |
Common stock issuable upon conversion of stock options | | 1 | | | 1 | | | 2 | |
Restricted stock | | 455 | | | 454 | | | 651 | |
Common OP units | | 2,458 | | | 2,448 | | | 2,733 | |
Common stock issuable upon conversion of certain preferred OP units | | 907 | | | 1,454 | | | 1,368 | |
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Weighted Average Common Shares Outstanding - Fully Diluted | | 101,342 | | | 92,817 | | | 86,141 | |
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FFO Attributable To Sun Communities, Inc. Common Stockholders And Dilutive Convertible Securities Per Share - Fully Diluted | | $ | 4.83 | | | $ | 4.75 | | | $ | 4.48 | |
Core FFO Attributable To Sun Communities, Inc. Common Stockholders And Dilutive Convertible Securities Per Share - Fully Diluted | | $ | 5.09 | | | $ | 4.92 | | | $ | 4.58 | |
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(1)In January 2018, we adopted ASU 2017-01. Under previous guidance, substantially allThe effect of our property acquisitions were accounted for as business combinations with acquisition related costs expensed as incurred and reported as Transaction costs. Under ASU 2017-01, direct acquisition related costs are capitalized as part of the purchase price. Acquisitions costs that do not meet the criteria for capitalization are expensed as incurred.certain anti-dilutive convertible securities is excluded from these items.
(2)These costs represent the expensesexpense incurred to bring recently acquired properties up to our operating standards, including items such as tree trimming and painting costs that do not meet our capitalization policy.
(3)During 2018, the adjustment was for the previouslyAdjustment represents estimated FFO impact of the income related to the loss of earnings in excess of the applicable business interruption deductible in relation to our three Florida Keys communities that were impaired by Hurricane Irma that waswhich had not recognized as income in those respective periods. The income related to the loss of earnings was recognized during the three months ended December 31, 2018 upon notification of payment by the insurance company. During 2017, the adjustment represented the related estimated loss of earnings in excess of the applicable business interruption deductible.yet been received from our insurer.
(4)Other adjustmentsAdjustments include earlyaccelerated deferred compensation amortization upon retirement compensation expense, ground lease intangible write-off, and deferred tax benefits.(benefit) / expense.
(5) The effect of certain anti-dilutive convertible securities is excluded from these items.
LIQUIDITY AND CAPITAL RESOURCES
Our principal liquidity demands have historically been, and are expected to continue to be, distributions to our stockholders and the unit holders of the Operating Partnership, capital improvement of properties, the purchase of new and pre-owned homes, property acquisitions, development and expansion of properties, and debt repayment.
Subject to market conditions, we intend to continue to identify opportunities to expand our development pipeline and acquire existing communities.properties. We finance acquisitions through available cash, secured financing, draws on our lines of credit, the assumption of existing debt on properties, and the issuance of equity securities. We will continue to evaluate acquisition opportunities that meet our criteria. Refer to Note 3, “Real“Real Estate Acquisitions and Dispositions,” in our accompanying Consolidated Financial Statements for information regarding recent communityproperty acquisitions.
We also intend to continue to strengthen our capital and liquidity positions by focusing on our core fundamentals, which are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our liquidity requirements through available cash balances, cash flows generated from operations, draws on our lines of credit, and the use of debt and equity offerings under our shelf registration statement. Refer to Note 9, “Debt8, “Debt and Lines of Credit,” and Note 10, “Equity9, “Equity and Temporary Equity,” in our accompanying Consolidated Financial Statements for additional information.
Capital Expenditures - MH and RV
Our MH and RV capital expenditures include expansion sites and development construction costs, lot modifications, recurring capital expenditures and rental home purchases.
For the years ended December 31, 20192020 and 2018,2019, expansion and development activities of $281.8$246.5 million and $152.7$281.8 million, respectively, related to costs consisting primarily of construction of sites and other costs necessary to complete home site improvements. The increase is primarily driven by the ground-up developments and redevelopment at five communities.
For the years ended December 31, 20192020 and 2018,2019, lot modification expenditures were $31.1$29.8 million and $22.9$31.1 million, respectively. These expenditures improve asset quality in our communities and are incurred when an existing home is removed and the site is prepared for a new home (more often than not, a multi-sectional home). These activities, which are mandated by strict manufacturer’s installation requirements and state building codes, include items such as new foundations, driveways, and utility upgrades.
For the years ended December 31, 20192020 and 2018,2019, recurring capital expenditures were $30.4$31.4 million and $24.3$30.4 million, respectively, related to our continued commitment to the upkeep of our properties.
For the years ended December 31, 2020 and 2019, revenue producing sites expenditure were $23.7 million and $9.6 million, respectively. These expenditures relate to revenue generating activities which consist primarily of garages, sheds, sub-metering of water, sewer and electricity. Revenue generating attractions at our RV resorts are also included here and, occasionally, a special capital project requested by residents and accompanied by an extra rental increase will be classified as revenue producing.
We invest in the acquisition of homes intended for the Rental Program. Expenditures for these investments depend upon the condition of the markets for repossessions and new home sales, as well as rental homes. We finance certain of our new home purchases with a $12.0 million manufactured home floor plan facility. Our ability to purchase homes for sale or rent may be limited by cash received from third-party financing of our home sales, available manufactured home floor plan financing and working capital available on our lines of credit.
Capital Expenditures - Marinas
For the year ended December 31, 2020, our marina capital expenditures (exclusive of acquisitions) were $14.1 million for the period since acquisition, and comprise capital improvements at recently acquired properties, recurring capital expenditures, revenue producing capital expenditures and expansion and development costs.
Cash Flow Activities
Our cash flow activities are summarized as follows (in thousands):
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| | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Net Cash Provided By Operating Activities | | $ | 476,734 |
| | $ | 363,114 |
| | $ | 257,983 |
|
Net Cash Used For Investing Activities | | $ | (1,010,457 | ) | | $ | (733,743 | ) | | $ | (401,642 | ) |
Net Cash Provided By Financing Activities | | $ | 505,880 |
| | $ | 409,905 |
| | $ | 141,557 |
|
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | | $ | 411 |
| | $ | (523 | ) | | $ | 298 |
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| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Net Cash Provided by Operating Activities | | $ | 548,948 | | | $ | 476,734 | | | $ | 363,114 | |
Net Cash Used for Investing Activities | | $ | (2,486,517) | | | $ | (1,010,457) | | | $ | (733,743) | |
Net Cash Provided by Financing Activities | | $ | 2,000,844 | | | $ | 505,880 | | | $ | 409,905 | |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | | $ | 189 | | | $ | 411 | | | $ | (523) | |
Cash, cash equivalents, and restricted cash decreasedincreased by approximately by $27.5$63.5 million from $62.3 million as of December 31, 2018, to $34.8 million as of December 31, 2019.2019, to $98.3 million as of December 31, 2020.
Operating Activities - Net cash provided by operating activities increased by $113.6$72.2 million from $363.1 million for the year ended December 31, 2018 to $476.7 million for the year ended December 31, 2019.2019 to $548.9 million for the year ended December 31, 2020.
Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things: (a) the market and economic conditions in our current markets generally, and specifically in metropolitan areas of our current markets; (b) lower occupancy and rental rates of our properties; (c) increased operating costs, such as wage and benefit costs, insurance premiums, real estate taxes and utilities, that cannot be passed on to our tenants; (d) decreased sales of manufactured homes; and (e) current volatility in economic conditions and the financial markets.markets; and (f) the effects of the COVID-19 pandemic. See “Risk Factors” in Part I, Item 1A in this Annual Report on Form 10-K.
Investing Activities - Net cash used for investing activities was $1.0$2.5 billion for the year ended December 31, 2019,2020, compared to $733.7 million$1.0 billion for year ended December 31, 2018.2019. Refer to Note 3, “Real“Real Estate Acquisitions and Dispositions,” in our accompanying Consolidated Financial Statements for additional information.
Financing Activities - Net cash provided by financing activities was $2.0 billion for the year ended December 31, 2020, compared to $505.9 million for the year ended December 31, 2019, compared to $409.9 million for the year ended December 31, 2018.2019. Refer to Note 9, “Debt8, “Debt and Lines of Credit,” and Note 10, “Equity9, “Equity and Temporary Equity,” in our accompanying Consolidated Financial Statements for additional information.
Financial Flexibility
On September 30, 2020 and October 1, 2020, we entered into two forward sale agreements (the “Forward Sale Agreements”) relating to an underwritten registered public offering of 9,200,000 shares of our common stock at a public offering price of $139.50 per share. The offering closed on October 5, 2020. We did not initially receive any proceeds from the sale of shares of our common stock in the offering. On October 26, 2020, we physically settled the Forward Sale Agreements (by the delivery of shares of our common stock) and received net proceeds of approximately $1.2 billion. We used approximately $1.1 billion of the net proceeds to fund the cash portion of the Safe Harbor purchase price, and the remainder for working capital and general corporate purposes.
In May 2020, we closed an underwritten registered public offering of 4,968,000 shares of common stock. Proceeds from the offering were $633.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.
In July 2017, we entered into an at the market offering sales agreement (as amended, the “Sales Agreement”) with certain sales agents (collectively, the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of up to $450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold from time to time under the Sales Agreement. Through December 31, 2019,2020, we have sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement. Refer to Note 10, “EquityThere were no issuances of common stock under the Sales Agreement during the years ended December 31, 2020 and Temporary Equity” in our accompanying Consolidated Financial Statements for additional information.2019.
In October 2019, we assumed a term loan facility with Citibank, N.A. (“Citibank”), in the amount of $58.0 million.million in relation to an acquisition. The term loan has a four-year term ending October 29, 2023, and bears interest at a floating rate based on the Eurodollar rate or Prime rate. The outstanding balance as of the years ended December 31, 2020 and 2019, was $45.0 million and $57.0 million at December 31, 2019.respectively.
In May 2019, we amended and restated our credit agreement with Citibank N.A. and certain other lenders. Pursuant to the credit agreement, we entered into aan unsecured senior credit facility with Citibank and certain other lenders in the amount of $750.0 million, comprised of a $650.0 million revolving loan, with the ability to use up to $100.0 million for advances in Australian dollars, and a $100.0 million term loan (the “A&R Facility”). We have until March 17, 2020 to draw on the term loan. As of December 31, 2019, we had not drawn any funds on the term loan. The credit agreementA&R Credit Agreement has a four-year term ending May 21, 2023, which can be extended for two additional six-month periods, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit agreement also provides for subject to the satisfaction of certain conditions, additional commitments in an amount not to exceed $350.0 million. The funding of these additional commitments is subject to certain conditions, including obtaining the consent of the lenders, some of which are outside of our control. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $1.1 billion.
The A&R Facility bears interest at a floating rate based on the Eurodollar rate or Bank Bill Swap Bid Rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement, which margin can range from 1.20 percent to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of December 31, 2019,2020, the margin based on our leverage ratio was 1.20 percent on the revolving loan and 1.20 percent on the term loan. We had $123.6$40.4 million and zero ofno borrowings on the revolving loan and the term loan, respectively, as of December 31, 2020. We had $123.6 million of borrowings on the revolving loan and no borrowings on the term loan, as of December 31, 2019.
The A&R Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under our line of credit with Citibank, N.A. (“Citibank”), but does reduce the borrowing amount available. At December 31, 2020 and 2019, we had approximately $2.1 million and December 31, 2018, approximately $2.8 million and $3.9 million of availability was used to back standbyoutstanding letters of credit.credit, respectively.
Pursuant to the terms of the A&R Facility, we are subject to various financial and other covenants. We are currentlyAs of December 31, 2020, we were in compliance with these covenants.covenants and do not anticipate that we will be unable to meet these covenants in the near term as a result of COVID-19’s impact on our business. The most restrictive financial covenants for the A&R Facility are as follows:
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Covenant | | Requirement | | As of December 31, 20192020 |
Maximum Leverage Ratioleverage ratio | | <65.0% | | 26.8%29.2% |
Minimum Fixed Charge Coverage Ratiofixed charge coverage ratio | | >1.40 | | 3.523.29 |
Minimum Tangible Net Worthtangible net worth | | >$3,257,1213,731,946 | | $5,633,0507,322,394 |
Maximum Dividend Payout Ratiodividend payout ratio | | <95.0% | | 58.0%57.9% |
Maximum variable rate indebtedness | | <50.0% | | 7.4% |
On October 30, 2020, in relation to the acquisition of Safe Harbor, we indirectly assumed approximately $829.0 million of Safe Harbor’s debt owed to Citizens Bank N.A. (“Citizens”). On December 22, 2020, the Safe Harbor facility was amended to, among other things, (a) increase the size of the revolving commitments available to Safe Harbor from $500 million to $1.3 billion, subject to borrowing base availability, (b) modify certain provisions relating to the determination of the borrowing base, (c) increase the cap on the incremental borrowing capacity from $350.0 million to $500.0 million, which allows Safe Harbor to request an increase to the revolving commitments and / or to establish additional term loans subject to the higher cap and the satisfaction of certain conditions, and (d) modify certain financial covenants. The revolving loan and term loan under the Safe Harbor facility both expire on October 11, 2024. The term loan component of the Safe Harbor facility can be extended for two additional 12-month periods, subject to the satisfaction of certain conditions set forth in the facility. The revolving commitments do not have an extension option.
The Safe Harbor facility bears interest at a floating rate based on an adjusted LIBOR rate or a base rate, plus a margin that is determined based on Safe Harbor’s ratio of consolidated funded debt to total asset value, calculated in accordance with the credit agreement, which margin can range from 1.375 percent to 2.250 percent for adjusted LIBOR rate loans and 0.375 percent to 1.250 percent for base rate loans. As of December 31, 2020, based on Safe Harbor’s ratio of consolidated funded debt to total asset value, the margin was 2.000 percent on any adjusted LIBOR rate loans and 1.000 percent on any base rate loans. The Safe Harbor facility is secured by the personal property of Safe Harbor and certain related entities and subsidiaries and a pledge of the equity interests in certain subsidiaries of Safe Harbor and related entities and subsidiaries, subject to customary exceptions. At the lenders’ option, the Safe Harbor facility will become immediately due and payable upon an event of default that is continuing under the credit agreement. Safe Harbor had $652.0 million and $500.0 million of borrowings under the revolving loan and term loan respectively, as of December 31, 2020.
The Safe Harbor facility provides Safe Harbor with the ability to issue letters of credit. Its issuance of letters of credit does not increase its borrowings outstanding under its line of credit with Citizens, but does reduce the borrowing amount available. At December 31, 2020, Safe Harbor had approximately $0.3 million of outstanding letters of credit.
Pursuant to the terms of the Safe Harbor facility, we are subject to various financial and other covenants. As of December 31, 2020, we were in compliance with these covenants and do not anticipate that we will be unable to meet these covenants in the near term as a result of COVID-19’s impact on our marina business. The most restrictive financial covenants for the Safe Harbor facility are as follows:
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Covenant | | Requirement | | As of December 31, 2020 |
Maximum leverage ratio | | <60.0% | | 47.3% |
Minimum fixed charge coverage ratio (pre-distribution) | | >1.35 | | 3.67 |
Minimum fixed charge coverage ratio (post-distribution) | | >1.00 | | 1.87 |
Minimum borrowing base coverage ratio | | >1.00 | | 1.26 |
We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion and development of communities,properties, and Operating Partnership unit redemptions through the issuance of certain debt or equity securities and/and / or the collateralization of our properties.
We had unrestricted cash on hand as of December 31, 2020 of approximately $83.0 million. As of December 31, 2020, there is approximately $1.355 billion of remaining capacity on the Citibank and Citizens lines of credit. At December 31, 2019,2020 we had 234a total of 254 unencumbered MH and RV properties, of which 6561 support the borrowing base for our $650.0the $750.0 million revolving loan inunder our A&R Facilitysenior credit facility and 31 support the borrowing base for a term loan facility. The remaining 162 unencumbered MH and RV properties, with an estimated asset value of approximately $2.7 billion as of December 31, 2020 are available to secure potential mortgage debt. At December 31, 2020 we had a total of 106 unencumbered marinas, of which 102 support the borrowing base for our Safe Harbor facility.
From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, obtain debt financing, or sell selected assets. Our ability to finance our long-term liquidity requirements in such a manner will be affected by numerous economic factors affecting the MH, RV and RV community industrymarina industries at the time, including the effects of the COVID-19 pandemic, the availability and cost of mortgage debt, our financial condition, the operating history of the properties, the state of the debt and equity markets, and the general national, regional, and local economic conditions. When it becomes necessary for us to approach the credit markets, the volatility in those markets could make borrowing more difficult to secure, more expensive, or effectively unavailable. See “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. If we are unable to obtain additional debt or equity financing on acceptable terms, our business, results of operations and financial condition would be adversely impacted.
As of December 31, 2019,2020, our net debt to enterprise value was approximately 19.021.4 percent (assuming conversion of all common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units, Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred OP units, and Series DI preferred OP units to shares of common stock). Our debt has a weighted average maturity of approximately 11.19.4 years and a weighted average interest rate of 4.03.4 percent.
Off-Balance Sheet Arrangements
Our off-balance sheet investments include nonconsolidated affiliates. These investments all have varying ownership structures. Substantially all of our nonconsolidated affiliates are accounted for under the equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating and financial decisions of these joint venture arrangements. Refer to Note 7,"Investments6, "Investments in Nonconsolidated Affiliates," and Note 9, "Debt8, "Debt and Lines of Credit," in the accompanying consolidated financial statements,Consolidated Financial Statements, for additional information on our off-balance sheet investments.
Nonconsolidated Affiliate Indebtedness
GTSC - During September 2019, GTSC LLC entered into a warehouse line of credit with a maximum loan amount of $125.0 million. During September 2020, the maximum amount was increased to $180.0 million. As of December 31, 2019,2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by GTSC was approximately $123.4$167.7 million (of which our proportionate share is approximately $49.4$67.1 million). The debt bears interest at a variable rate based on LIBOR plus 1.65 percent per annum and matures on September 15, 2023. Refer to Note 7,"Investments6, "Investments in Nonconsolidated Affiliates," for additional information on our nonconsolidated affiliates.
Sungenia Joint Venture - During May 2020, Sungenia joint venture (“Sungenia JV”) entered into a debt facility agreement with a maximum loan amount of $27.0 million Australian dollars, or $20.8 million converted at the December 31, 2020 exchange rate. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by Sungenia JV was $6.7 million (of which our proportionate share is $3.3 million). The debt bears interest at a variable rate based on Australian BBSY plus 2.05 percent per annum and is available for a minimum of three years. Refer to Note 6, "Investments in Nonconsolidated Affiliates," for additional information on our nonconsolidated affiliates.
Contractual Cash Obligations
Our primary long-term liquidity needs are principal payments on outstanding indebtedness. As of December 31, 2019,2020, our outstanding contractual obligations, including interest expense, were as follows:
| | | | | | Payments Due By Period | | Payments Due By Period |
| | | | (In thousands) | | (In thousands) |
Contractual Cash Obligations (1) | | Total Due | | <1 year | | 1-3 years | | 3-5 years | | After 5 years | Contractual Cash Obligations(1) | | Total Due | | <1 Year | | 1-3 Years | | 3-5 Years | | After 5 Years |
Collateralized term loans - Life Companies | | $ | 1,716,587 |
| | $ | 36,319 |
| | $ | 93,232 |
| | $ | 82,444 |
| | $ | 1,504,592 |
| Collateralized term loans - Life Companies | | $ | 1,664,922 | | | $ | 37,275 | | | $ | 79,318 | | | $ | 96,002 | | | $ | 1,452,327 | |
Collateralized term loans - FNMA | | 697,449 |
| | 29,623 |
| | 56,375 |
| | 78,349 |
| | 533,102 |
| Collateralized term loans - FNMA | | 1,156,688 | | | 9,794 | | | 97,113 | | | 26,767 | | | 1,023,014 | |
Collateralized term loans - CMBS | | 397,963 |
| | 8,075 |
| | 189,243 |
| | 198,524 |
| | 2,121 |
| Collateralized term loans - CMBS | | 267,280 | | | 5,713 | | | 81,618 | | | 179,949 | | | — | |
Collateralized term loans - FMCC | | 376,473 |
| | 6,502 |
| | 13,883 |
| | 259,317 |
| | 96,771 |
| Collateralized term loans - FMCC | | 369,971 | | | 6,803 | | | 131,827 | | | 174,312 | | | 57,029 | |
Preferred Equity - Sun NG Resorts - mandatory redeemable | | 35,249 |
| | — |
| | 35,249 |
| | — |
| | — |
| |
| Preferred equity - Sun NG Resorts - mandatory redeemable | | Preferred equity - Sun NG Resorts - mandatory redeemable | | 35,249 | | | — | | | — | | | 35,249 | | | — | |
Preferred OP units - mandatorily redeemable | | 34,663 |
| | — |
| | — |
| | 34,663 |
| | — |
| Preferred OP units - mandatorily redeemable | | 34,663 | | | — | | | — | | | 27,373 | | | 7,290 | |
Lines of credit | | 183,898 |
| | 10,000 |
| | 23,293 |
| | 150,605 |
| | — |
| |
Total principal payments | | $ | 3,442,282 |
| | $ | 90,519 |
| | $ | 411,275 |
| | $ | 803,902 |
| | $ | 2,136,586 |
| |
Lines of credit and other debt | | Lines of credit and other debt | | 1,242,197 | | | 10,000 | | | 80,197 | | | 1,152,000 | | | — | |
Total Principal Payments | | Total Principal Payments | | $ | 4,770,970 | | | $ | 69,585 | | | $ | 470,073 | | | $ | 1,691,652 | | | $ | 2,539,660 | |
| | | | | | | | | | | | | | | | | | | | |
Interest expense (2) | | $ | 1,202,326 |
| | $ | 138,025 |
| | $ | 250,970 |
| | $ | 206,271 |
| | $ | 607,060 |
| Interest expense(2) | | $ | 1,284,756 | | | $ | 146,079 | | | $ | 277,762 | | | $ | 218,594 | | | $ | 642,321 | |
Operating leases | | 45,083 |
| | 2,397 |
| | 4,929 |
| | 5,465 |
| | 32,292 |
| Operating leases | | 86,671 | | | 4,967 | | | 9,775 | | | 10,532 | | | 61,397 | |
Finance lease | | 4,540 |
| | 120 |
| | 240 |
| | 4,180 |
| | — |
| Finance lease | | 4,694 | | | 217 | | | 409 | | | 4,068 | | | — | |
Total contractual cash obligations | | $ | 4,694,231 |
| | $ | 231,061 |
| | $ | 667,414 |
| | $ | 1,019,818 |
| | $ | 2,775,938 |
| |
Total Contractual Cash Obligations | | Total Contractual Cash Obligations | | $ | 6,147,091 | | | $ | 220,848 | | | $ | 758,019 | | | $ | 1,924,846 | | | $ | 3,243,378 | |
(1)Contractual cash obligations in this table exclude debt premiums, discounts and deferred financing costs, as applicable.
(2)Our contractual cash obligations related to interest expense are calculated based on the current debt levels, rates and maturities as of December 31, 20192020 (including finance leases), and actual payments required in future periods may be different than the amounts included above. Perpetual securities include one year of interest expense in the “After 5 years”Years” category.
CRITICALSIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
Our Consolidated Financial Statements are prepared in accordance with U.S.United States of America generally accepted accounting principles (“GAAP”), which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.
The Our significant accounting estimates include acquisitions, impairment, fair value of installment notes receivable on manufactured homes and notes receivable from real estate developers, and share based compensation. Refer to Note 1, “Significant Accounting Policies,” in our accompanying Consolidated Financial Statements for information regarding our critical accounting estimates that affect the Consolidated Financial Statements and that use judgments and assumptions are listed below.assumptions. In addition, the likelihood that materially different amounts could be reported under varied conditions and assumptions is discussed.
Refer to Note 1, “Significant Accounting Policies,” in our accompanying Consolidated Financial Statements for information regarding our critical accounting estimates.
Impact of New Accounting Standards
Refer to Note 17, “Recent19, “Recent Accounting Pronouncements,,” in our accompanying Consolidated Financial Statements for information regarding new accounting pronouncements.
Off-Balance Sheet Arrangements
Nonconsolidated Affiliate Indebtedness - During September 2019, GTSC entered into a warehouse line of credit with a maximum loan amount of $125.0 million. As of December 31, 2019, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by GTSC was approximately $123.4 million (of which our proportionate share is approximately $49.4 million). The debt bears interest at a variable rate based on LIBOR plus 1.65 percent per annum and matures on September 15, 2023.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in market factors such as interest rates, foreign currency exchange rates, commodity prices, and equity prices.
Interest Rate Risk
Our principal market risk exposure is interest rate risk. We mitigate this risk by maintaining prudent amounts of leverage, minimizing capital costs, and interest expense while continuously evaluating all available debt and equity resources and following established risk management policies and procedures, which include the periodic use of derivatives. Our primary strategy in entering into derivative contracts is to minimize the variability that interest rate changes could have on our future cash flows. From time to time, we employ derivative instruments that effectively convert a portion of our variable rate debt to fixed rate debt. We do not enter into derivative instruments for speculative purposes.
Our variable rate debt totaled $183.9 million$1.2 billion and $128.0$183.9 million as of December 31, 20192020 and 2018,2019, respectively, and bears interest based onat Prime or various LIBOR rates. If Prime or LIBOR increased or decreased by 1.0 percent, our interest expense would have increased or decreased by approximately $2.6$3.4 million and $2.4$2.6 million for the years ended December 31, 20192020 and 2018,2019, respectively, based on the $259.4$339.5 million and $235.9$259.4 million average balances outstanding under our variable rate debt facilities, respectively.
Foreign Currency Exchange Rate Risk
Foreign currency exchange rate risk is the risk that fluctuations in currencies against the U.S. dollar will negatively impact our results of operations. We are exposed to foreign currency exchange rate risk as a result of remeasurement and translation of the assets and liabilities of our Canadian properties, and our Australian equity investment and joint venture into U.S. dollars. Fluctuations in foreign currency exchange rates can therefore create volatility in our results of operations and may adversely affect our financial condition.
At December 31, 20192020 and 2018,2019, our stockholder’s equity included $202.5$250.8 million and $141.4$202.5 million from our Canadian subsidiaries and Australian equity investments, respectively, which represented 5.24.5 percent and 4.65.2 percent of total stockholder’s equity, respectively. Based on our sensitivity analysis, a 10.0 percent strengthening of the U.S. dollar against the Canadian and Australian dollarsdollar would have caused a reduction of $20.2$25.1 million and $14.1$20.2 million to our total stockholder’s equity at December 31, 20192020 and 2018,2019, respectively.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are filed herewith under Item 15.
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ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controlscontrols and Proceduresprocedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (pursuant to Rules 13a-15(e) or 15d-15(e) of the Exchange Act) at December 31, 2019.2020. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2019.2020.
Management’s Reportreport on Internal Controlinternal control over Financial Reportingfinancial reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, misstatements due to error or fraud may not be prevented or detected on a timely basis.
Our management performed an assessment of the effectiveness of our internal control over financial reporting at December 31, 2019,2020, utilizing the criteria discussed in the ““Internal Control - Integrated Framework (2013)”” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective at December 31, 2019.2020. Based on management’s assessment, we have concluded that our internal control over financial reporting was effective at December 31, 2019.2020.
The effectiveness of our internal control over financial reporting has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report which is included herein.
In October 2020, we completed the acquisition of Safe Harbor and are currently integrating Safe Harbor into our operations, compliance program and internal control processes. Safe Harbor constituted approximately 23 percent of our total assets as of December 31, 2020, including the goodwill and other intangible assets recorded as part of the purchase price allocation, and 3 percent of our revenues for the year ended December 31, 2020. SEC regulations allow companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year following an acquisition. We have excluded the acquired operation of Safe Harbor from our assessment of our internal control over financial reporting.
Changes in Internal Control Over Financial Reportinginternal control over financial reporting
There were no material changes in our internal control over financial reporting during the yearquarter ended December 31, 2019.2020.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Pursuant to the general instructions of Item 401 of Regulation S-K, certain information regarding our executive officers is contained in Part I of this Form 10-K. Unless provided in an amendment to this Annual Report on Form 10-K, the other information required by this Item is incorporated herein by reference to the applicable information in the proxy statement for our 20202021 annual meeting (the “Proxy Statement,”) including the information set forth under the captions “Proposal No.1 Election of Directors - Consideration of Director Nominees,” “Corporate Governance - Board of Directors,” “Corporate Governance - Committees of the Board of Directors,” “Security Ownership Information - Section 16(a) BeneficialSecurity Ownership Reporting Compliance,of Directors and Executive Officers,” and “ Information“Information About Executive Officers - Executive Officers Biography.”
ITEM 11. EXECUTIVE COMPENSATION
Unless provided in an amendment to this Annual Report on Form 10-K, the information required by this Item is incorporated by reference to the applicable information in the Proxy Statement, including the information set forth under the captions “Proposal No.1 Election of Directors - Director Compensation,” “Corporate Governance - Compensation Committee Interlocks and Insider Participation,” and “Executive Compensation.” The information in the section captioned “Executive Compensation - Compensation Committee Report” in the Proxy Statement or an amendment to this Annual Report on Form 10-K is incorporated by reference herein but shall be deemed furnished, not filed, and shall not be deemed to be incorporated by reference into any filing we make under the Securities Act or the Exchange Act.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Unless provided in an amendment to this Annual Report on Form 10-K, the information required by this Item is incorporated by reference to the applicable information in the Proxy Statement, including the information set forth under the captions “Security Ownership Information”Information.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Unless provided in an amendment to this Annual Report on Form 10-K, the information required by this Item is incorporated by reference to the Proxy Statement, including the information set forth under the captions “Corporate Governance - Board of Directors,” “Corporate Governance - Committees of the Board of Directors,” “Corporate Governance - Board Leadership Structure and Independence of Non-Employee Directors,” and “Corporate Governance - Certain Relationships and Related Party Transactions.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Unless provided in an amendment to this Annual Report on Form 10-K, the information required by this Item is incorporated by reference to the Proxy Statement, including the information set forth under the caption “ Proposal No.3 - Ratificationfor the proposal related to “Ratification of Selection of Grant Thornton LLP.”
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed herewith as part of this Form 10-K:
1. Financial Statements
A list of the financial statements required to be filed as a part of this Annual Report on Form 10‑K is shown in the “Index to the Consolidated Financial Statements and Financial Statement Schedules” filed herewith.
2. Financial Schedule
The financial statement schedule required to be filed as a part of this Annual Report on Form 10‑K is shown in the “Index to the Consolidated Financial Statements and Financial Statement Schedules” filed herewith.
3. Exhibits
A list of the exhibits required by Item 601 of Regulation S‑K to be filed as a part of this Annual Report on Form 10-K is filed herewith.
ITEM 16. FORM 10-K SUMMARY
None.
EXHIBITS
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Exhibit Number | Description | Method of Filing |
| | |
Exhibit Number | Description | Method of Filing |
2.12.1* | Agreement and Plan of Merger Among Jensen’s, Inc, JSREP, Inc,dated September 29, 2020 by and among Safe Harbor Marinas, LLC, Sun Communities, Inc., Sun Communities Operating Limited Partnership, Sun SH LLC and Safe Harbor Marinas II, LLC, individually and in its capacity as the ShareholderSeller Representative Sun Communities, Inc, and Sun Jensen LLC(as defined therein) | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on August 22, 2019September 29, 2020 |
3.1 | | Incorporated by reference to Sun Communities, Inc.’s CurrentAnnual Report on Form 10-K filed on February 22, 2018 |
3.2 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on May 12, 2017 |
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4.1 | | Filed herewithIncorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K filed for the year ended December 31, 2019 |
10.84.2 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on September 29, 2020 |
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10.1 | | Incorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K for the year ended December 31, December 31, 2002, as amended |
10.910.2 | | Incorporated by reference to Sun Communities, Inc.’s CurrentAnnual Report on Form 10-K filed on February 21, 2019 |
10.1010.3* | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed February 5, 2019 |
10.1110.4* | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed January 13, 2020 |
10.5* | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed January 14, 2020 |
10.6* | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed May 18, 2020 |
10.7* | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed October 6, 2020 |
10.8* | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed November 5, 2020 |
10.9* | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed January 4, 2021 |
10.10 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 25, 2012 |
10.1210.11 | | Incorporate by reference to Exhibit A to Sun Communities, Inc.’s Definitive Proxy Statement filed on March 29, 2018 |
10.1310.12 | | Incorporated by reference to Sun Communities, Inc.’s Proxy Statement dated April 29, 2015 for the Annual meeting of Stockholders held July 20, 2015 |
10.1410.13 | | Incorporated by reference to Sun Communities, Inc.’s Registration Statement No. 33 69340 |
10.1510.14 | | Incorporated by reference to Sun Communities, Inc.’s Registration Statement No. 33 80972 |
10.1610.15 | | Incorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004 |
10.1710.16 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 15, 2014 |
10.1810.17 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed June 24, 2013 |
10.1910.18 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 15, 2014 |
10.2010.19 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on March 8, 2017 |
10.2110.20 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed May 20, 2015 |
10.2210.21 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on March 8, 2017 |
10.2310.22 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 17, 2015 |
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10.2410.23 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on March 8, 2017 |
10.2510.24* | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on November 5, 2020 |
10.25 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 15, 2014 |
10.29 | | |
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10.26* | Third Amended and Restated Credit Agreement, dated May 21, 2019, among Sun Communities Operating Limited Partnership, as Borrower, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., BofA Securities, Inc., and BMO Capital Markets, as Joint Lead Arrangers, and Citibank, N.A., BofA Securities, Inc., as Joint Bookrunners, and Bank of America, N.A. and Bank of Montreal, as Co-Syndication Agents and Fifth Third Bank, an Ohio Banking Corporation, Regions Bank and RBC Capital Markets as Co-Documentation Agents | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on May 24, 2019
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21.110.27* | Credit Agreement dated September 14, 2018, and the Third Amendment thereto dated December 22, 2020, among Safe Harbor Marinas, LLC as borrower; SHM TRS, LLC and certain subsidiaries of Safe Harbor Marinas, LLC and SHM TRS, LLC from time to time as guarantors; the lenders that are party thereto; and Citizens Bank, N.A., as Administrative Agent and Collateral Agent
| Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on December 29, 2020 |
21.1 | | Filed herewith |
23.1 | | Filed herewith |
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31.1 | | Filed herewith |
31.2 | | Filed herewith |
32.1 | | Furnished herewith |
101.INS | XBRL Instance Document | The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
#Management contract or compensatory plan or arrangement
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is material to an investment decision or which is not otherwise disclosed in the filed agreements. We will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.
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# | Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| SUN COMMUNITIES, INC. (Registrant) |
Dated: February 20, 202018, 2021 | By | /s/ | Gary A. Shiffman |
| | | Gary A. Shiffman Chief Executive Officer
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| | | | | | | | | | | | | | | | |
| Name | | Capacity | | Date |
/s/ | Gary A. Shiffman | | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | | February 20, 202018, 2021 |
| Gary A. Shiffman | | | | |
/s/ | Karen J. Dearing | | Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) | | February 20, 202018, 2021 |
| Karen J. Dearing | | | | |
/s/ | Meghan G. Baivier | | Director | | February 20, 202018, 2021 |
| Meghan G. Baivier | | | | |
/s/ | Stephanie W. Bergeron | | Director | | February 20, 202018, 2021 |
| Stephanie W. Bergeron | | | | |
/s/ | Brian M. Hermelin | | Director | | February 20, 202018, 2021 |
| Brian M. Hermelin | | | | |
/s/ | Ronald A. Klein | | Director | | February 20, 202018, 2021 |
| Ronald A. Klein | | | | |
/s/ | Clunet R. Lewis | | Director | | February 20, 202018, 2021 |
| Clunet R. Lewis | | | | |
/s/ | Arthur A. Weiss | | Director | | February 20, 202018, 2021 |
| Arthur A. Weiss | | | | |
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
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| Page |
| Page |
Reports of Independent Registered Public Accounting Firm | |
Financial Statements: | |
Consolidated Balance Sheets as of December 31, 20192020 and 20182019 | |
Consolidated Statements of Operations for the Years Ended December 31,2020, 2019 2018 and 20172018 | |
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 2018 and 20172018 | |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 2018 and 20172018 | |
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 2018 and 20172018 | |
Notes to Consolidated Financial Statements | |
Real Estate and Accumulated Depreciation, Schedule III | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Sun Communities, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Sun Communities, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 20192020 and 2018, and2019, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2019,2020, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192020 and 2018,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2020, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2019,2020, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 20, 202018, 2021 expressed an unqualified opinion.
Change in accounting principle
As discussed in Note 17 to the consolidated financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of ASC Topic 842, Leases.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Accounting for Acquisitions
The Company's strategy includes growth by acquisition. As described in footnote 3, during 2019,2020, the Company completed forty-four community acquisitionsacquired 24 MH communities and RV resorts and 106 marinas for a total considerationpurchase price of $854 million. approximately $3.0 billion.
The principal considerations for our determination that the accounting for acquisitions is a critical audit matter is that it involves a high degree of subjectivity in evaluating the reasonableness of management's estimates and related assumptions related to the accounting for the recognition of the fair valueand measurement of assets acquired and liabilities assumed. We performed the following procedures, among others, in connection with forming our overall opinion on the financial statements. We tested management’s controls over the accounting for acquisitions, such as controls over the recognition and measurement of assets acquired, liabilities assumed, and consideration paid. For each of the acquisitions, we read the purchase agreements, evaluated the significant assumptions and methods used in developing the fair value estimates and tested the recognition of the assets acquired and liabilities assumed at fair value.
For each acquisition, we assessed, through the use of our internal valuation specialist, whether (1) the values assigned to the tangible assets appeared reasonable based on a cost or market approach for similar properties in each geographic area, (2) intangible assets were properly considered and identified, and (3) the significant assumptions used in valuing the assets and liabilities were reasonable
and (4) if applicable, the value assigned to and accounting for, equity interests in the Company or its subsidiaries that was issued as consideration in the transaction.
As described in footnote 10, the purchase consideration for the acquisition of Country Village Estate also reflected, in part, the estimated fair value of preferred equity interests. In testing the valuation of the equity interests, we considered management’s estimated amount that would be paid upon the ultimate redemption of the securities and the discount rate. We also evaluated management's classification of the equity consideration as either debt, temporary equity or equity on the consolidated balance sheet based on the characteristics of the equity instrument.
Impairment of Investment Properties
As described in footnote 1, the Company reviews the carrying value of investment properties on a quarterly basis or whenever events or changes in circumstances indicate a possible impairment. Events or circumstances that may prompt a review of the carrying value of investment properties may include a significant decrease in the anticipated market price of the investment property, an adverse change to the extent or manner in which an asset may be used, or a significant change in its physical condition or damage due to catastrophic event.
The Company reviews its investment properties for potential impairment through an analysis of net operating income trends period over period. In the event that any impairment indicators are present, the Company undertakes additional analyses utilizing expected undiscounted future cash flows and expected disposition proceeds for a given asset. Forecasting of cash flows requires management to make estimates and assumptions about such variables as the anticipated holding period, rental revenues and operating expenses during the holding period, capital expenditures and rates of return.
In 2019,2020, the Company’s net operating income trend analysis resulted in 1018 properties requiring additional analysis. No impairments were identified in 2020 as a result of the quarterly analysis nor events occurring in 2019.Company’s analysis.
The principal consideration for our determination that the impairment of investment properties is a critical audit matter is that it involves a high degree of subjectivity in evaluating management's estimates used in determining the undiscounted cash flow estimates. We performed the following procedures, among others, in connection with forming our overall opinion on the financial statements. We tested management’s internal controls over the identification of potential investment property impairments, such as controls over the Company’s quarterly analysis of net operating income trends, as well management review controls to identify potential events which could indicate impairmentimpairment. We examineexamined and evaluateevaluated the Company’s net operating income trend analysis and its assessment of other events, and if additional analysis iswas necessary, we evaluated the significant assumptions and methods used in developing the undiscounted cash flow estimates.
More specifically, whenWhen the net operating income analysis indicated that additional analysis was required, we assessed whether the significant assumptions, including estimated holding period, rental revenues and operating expenses during the holding period, capital expenditures and rates of return used in determining the future undiscounted cash flows were reasonable.
/s/GRANT THORNTON LLP
We have served as the Company’s auditor since 2003.
Southfield, MichiganPhiladelphia, Pennsylvania
February 20, 202018, 2021
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Sun Communities, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Sun Communities, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2019,2020, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2020, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2019,2020, and our report dated February 20, 202018, 2021 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Other information
Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Safe Harbor Marinas, a wholly owned subsidiary, whose financial statements reflect approximately 23 percent of total assets and approximately 3 percent of revenues of the related consolidated financial statement amounts as of and for the year ended December 31, 2020. As indicated in Management’s Report, Safe Harbor Marinas was acquired in October 2020. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Safe Harbor Marinas.
/s/ GRANT THORNTON LLP
Southfield, Michigan
Philadelphia, Pennsylvania
February 20, 202018, 2021
SUN COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts) |
| | | | | | | |
| As of |
| December 31, 2019 | | December 31, 2018 |
Assets | | | |
Land | $ | 1,414,279 |
| | $ | 1,201,945 |
|
Land improvements and buildings | 6,595,272 |
| | 5,586,250 |
|
Rental homes and improvements | 627,175 |
| | 571,661 |
|
Furniture, fixtures and equipment | 282,874 |
| | 201,090 |
|
Investment property | 8,919,600 |
| | 7,560,946 |
|
Accumulated depreciation | (1,686,980 | ) | | (1,442,630 | ) |
Investment property, net (including $344,300 and $308,171 for consolidated VIEs at December 31, 2019 and December 31, 2018; see Note 8) | 7,232,620 |
| | 6,118,316 |
|
Cash, cash equivalents and restricted cash | 34,830 |
| | 62,262 |
|
Marketable securities | 94,727 |
| | 49,037 |
|
Inventory of manufactured homes | 62,061 |
| | 49,199 |
|
Notes and other receivables, net | 157,926 |
| | 160,077 |
|
Collateralized receivables, net | — |
| | 106,924 |
|
Other assets, net (including $23,894 and $19,809 for consolidated VIEs at December 31, 2019 and December 31, 2018; see Note 8) | 219,896 |
| | 164,211 |
|
Total Assets | $ | 7,802,060 |
| | $ | 6,710,026 |
|
Liabilities | | | |
Mortgage loans payable (including $46,993 and $44,172 for consolidated VIEs at December 31, 2019 and December 31, 2018; see Note 8) | $ | 3,180,592 |
| | $ | 2,815,957 |
|
Secured borrowings on collateralized receivables | — |
| | 107,731 |
|
Preferred Equity - Sun NG RV Resorts LLC - mandatorily redeemable (fully attributable to consolidated VIEs; see Note 8) | 35,249 |
| | 35,277 |
|
Preferred OP units - mandatorily redeemable | 34,663 |
| | 37,338 |
|
Lines of credit | 183,898 |
| | 128,000 |
|
Distributions payable | 71,704 |
| | 63,249 |
|
Advanced reservation deposits and rent | 133,420 |
| | 133,698 |
|
Accrued expenses and accounts payable | 127,289 |
| | 106,281 |
|
Other liabilities (including $13,631 and $6,914 for consolidated VIEs at December 31, 2019 and December 31, 2018; see Note 8) | 81,289 |
| | 51,581 |
|
Total Liabilities | 3,848,104 |
| | 3,479,112 |
|
Commitments and contingencies (see Note 18) | | | |
Series A-4 preferred stock, $0.01 par value. Issued and outstanding:1,063 December 31, 2018 | — |
| | 31,739 |
|
Series A-4 preferred OP units | — |
| | 9,877 |
|
Series D preferred OP units | 50,913 |
| | — |
|
Equity interests - NG Sun LLC and NG Whitewater (fully attributable to consolidated VIEs; see Note 8) | 27,091 |
| | 21,976 |
|
Stockholders' Equity | | | |
Common stock, $0.01 par value. Authorized: 180,000 shares; Issued and outstanding: 93,180 December 31, 2019 and 86,357 December 31, 2018 | 932 |
| | 864 |
|
Additional paid-in capital | 5,213,264 |
| | 4,398,949 |
|
Accumulated other comprehensive loss | (1,331 | ) | | (4,504 | ) |
Distributions in excess of accumulated earnings | (1,393,141 | ) | | (1,288,486 | ) |
Total Sun Communities, Inc. stockholders' equity | 3,819,724 |
| | 3,106,823 |
|
Noncontrolling interests | | | |
Common and preferred OP units | 47,686 |
| | 53,354 |
|
Consolidated variable interest entities | 8,542 |
| | 7,145 |
|
Total noncontrolling interests | 56,228 |
| | 60,499 |
|
Total Stockholders' Equity | 3,875,952 |
| | 3,167,322 |
|
Total Liabilities, Temporary Equity and Stockholders' Equity | $ | 7,802,060 |
| | $ | 6,710,026 |
|
| | | | | | | | | | | |
| As of |
| December 31, 2020 | | December 31, 2019 |
Assets | | | |
Land | $ | 2,119,364 | | | $ | 1,414,279 | |
Land improvements and buildings | 8,480,597 | | | 6,595,272 | |
Rental homes and improvements | 637,603 | | | 627,175 | |
Furniture, fixtures and equipment | 447,039 | | | 282,874 | |
Investment property | 11,684,603 | | | 8,919,600 | |
Accumulated depreciation | (1,968,812) | | | (1,686,980) | |
Investment property, net (including $438,918 and $344,300 for consolidated VIEs at December 31, 2020 and December 31, 2019; see Note 7) | 9,715,791 | | | 7,232,620 | |
Cash, cash equivalents and restricted cash | 98,294 | | | 34,830 | |
Marketable securities; (see Note 15) | 124,726 | | | 94,727 | |
Inventory of manufactured homes | 46,643 | | | 62,061 | |
Notes and other receivables, net | 221,650 | | | 157,926 | |
| | | |
Goodwill | 428,833 | | | 0 | |
Other intangible assets, net | 305,611 | | | 66,948 | |
Other assets, net (including $24,554 and $23,894 for consolidated VIEs at December 31, 2020 and December 31, 2019; see Note 7) | 265,038 | | | 152,948 | |
Total Assets | $ | 11,206,586 | | | $ | 7,802,060 | |
Liabilities | | | |
Mortgage loans payable (including $47,706 and $46,993 for consolidated VIEs at December 31, 2020 and December 31, 2019; see Note 7) | $ | 3,444,967 | | | $ | 3,180,592 | |
| | | |
Preferred Equity - Sun NG RV Resorts LLC - mandatorily redeemable (fully attributable to consolidated VIEs; see Note 7) | 35,249 | | | 35,249 | |
Preferred OP units - mandatorily redeemable | 34,663 | | | 34,663 | |
Lines of credit and other debt | 1,242,197 | | | 183,898 | |
Distributions payable | 86,988 | | | 71,704 | |
Advanced reservation deposits and rent | 187,730 | | | 133,420 | |
Accrued expenses and accounts payable | 148,435 | | | 127,289 | |
Other liabilities (including $21,957 and $13,631 for consolidated VIEs at December 31, 2020 and December 31, 2019; see Note 7) | 134,650 | | | 81,289 | |
Total Liabilities | 5,314,879 | | | 3,848,104 | |
Commitments and contingencies (see Note 16) | | | |
| | | |
Series D preferred OP units | 49,600 | | | 50,913 | |
Series F preferred OP units | 8,871 | | | 0 | |
Series G preferred OP units | 25,074 | | | 0 | |
Series H preferred OP units | 57,833 | | | 0 | |
Series I preferred OP units | 94,532 | | | 0 | |
Other redeemable noncontrolling interests (fully attributable to consolidated VIEs; see Note 7) | 28,469 | | | 27,091 | |
| | | |
Stockholders' Equity | | | |
| | | |
Common stock, $0.01 par value. Authorized: 180,000 shares; Issued and outstanding: 107,626 December 31, 2020 and 93,180 December 31, 2019 | 1,076 | | | 932 | |
Additional paid-in capital | 7,087,658 | | | 5,213,264 | |
Accumulated other comprehensive loss | 3,178 | | | (1,331) | |
Distributions in excess of accumulated earnings | (1,566,636) | | | (1,393,141) | |
Total Sun Communities, Inc. stockholders' equity | 5,525,276 | | | 3,819,724 | |
Noncontrolling interests | | | |
Common and preferred OP units | 85,968 | | | 47,686 | |
Consolidated VIEs (fully attributable to consolidated VIEs; see Note 7) | 16,084 | | | 8,542 | |
Total noncontrolling interests | 102,052 | | | 56,228 | |
Total Stockholders' Equity | 5,627,328 | | | 3,875,952 | |
Total Liabilities, Temporary Equity and Stockholders' Equity | $ | 11,206,586 | | | $ | 7,802,060 | |
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Revenues | | | | | | |
Income from real property | | $ | 1,030,636 | | | $ | 914,907 | | | $ | 816,830 | |
Revenue from home sales | | 175,699 | | | 181,936 | | | 166,031 | |
Rental home revenue | | 62,646 | | | 57,572 | | | 53,657 | |
Ancillary revenue | | 102,017 | | | 77,638 | | | 63,250 | |
Interest income | | 10,119 | | | 17,857 | | | 20,852 | |
Brokerage commissions and other revenues, net | | 17,230 | | | 14,127 | | | 6,205 | |
Total Revenues | | 1,398,347 | | | 1,264,037 | | | 1,126,825 | |
Expenses | | | | | | |
Property operating and maintenance | | 308,797 | | | 266,378 | | | 236,097 | |
Real estate taxes | | 72,606 | | | 61,880 | | | 56,555 | |
Cost of home sales | | 131,884 | | | 134,357 | | | 123,333 | |
Rental home operating and maintenance | | 22,186 | | | 21,995 | | | 23,304 | |
Ancillary expenses | | 63,402 | | | 47,432 | | | 38,043 | |
Home selling expenses | | 15,134 | | | 14,690 | | | 15,722 | |
General and administrative expenses | | 111,288 | | | 93,964 | | | 81,429 | |
Catastrophic weather-related charges, net | | 885 | | | 1,737 | | | 92 | |
Business combination expense | | 23,008 | | | 0 | | | 0 | |
Depreciation and amortization | | 376,876 | | | 328,067 | | | 287,262 | |
| | | | | | |
Loss on extinguishment of debt (see Note 8) | | 5,209 | | | 16,505 | | | 1,190 | |
Interest expense | | 129,071 | | | 133,153 | | | 130,556 | |
Interest on mandatorily redeemable preferred OP units / equity | | 4,177 | | | 4,698 | | | 3,694 | |
Total Expenses | | 1,264,523 | | | 1,124,856 | | | 997,277 | |
Income Before Other Items | | 133,824 | | | 139,181 | | | 129,548 | |
Gain / (loss) on remeasurement of marketable securities (see Note 15) | | 6,129 | | | 34,240 | | | (3,639) | |
Gain / (loss) on foreign currency translation | | 8,039 | | | 4,557 | | | (8,234) | |
Gain on disposition of property | | 5,595 | | | 0 | | | 0 | |
Other income / (expense), net | | (3,768) | | | (1,100) | | | 1,781 | |
Loss on remeasurement of notes receivable (see Note 4) | | (3,275) | | | 0 | | | 0 | |
Income from nonconsolidated affiliates (see Note 6) | | 1,740 | | | 1,374 | | | 790 | |
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6) | | (1,608) | | | 0 | | | 0 | |
Current tax expense (see Note 12) | | (790) | | | (1,095) | | | (595) | |
Deferred tax benefit (see Note 12) | | 1,565 | | | 222 | | | 507 | |
Net Income | | 147,451 | | | 177,379 | | | 120,158 | |
Less: Preferred return to preferred OP units / equity | | 6,935 | | | 6,058 | | | 4,486 | |
Less: Income attributable to noncontrolling interests | | 8,902 | | | 9,768 | | | 8,443 | |
Net Income Attributable to Sun Communities, Inc. | | 131,614 | | | 161,553 | | | 107,229 | |
Less: Preferred stock distribution | | 0 | | | 1,288 | | | 1,736 | |
Net Income Attributable to Sun Communities, Inc. Common Stockholders | | $ | 131,614 | | | $ | 160,265 | | | $ | 105,493 | |
| | | | | | |
Weighted average common shares outstanding - basic | | 97,521 | | | 88,460 | | | 81,387 | |
Weighted average common shares outstanding - diluted | | 97,522 | | | 88,915 | | | 82,040 | |
| | | | | | |
Basic earnings per share (see Note 13) | | $ | 1.34 | | | $ | 1.80 | | | $ | 1.29 | |
Diluted earnings per share (see Note 13) | | $ | 1.34 | | | $ | 1.80 | | | $ | 1.29 | |
|
| | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Revenues | | | | | | |
Income from real property | | $ | 925,664 |
| | $ | 825,973 |
| | $ | 742,228 |
|
Revenue from home sales | | 181,936 |
| | 166,031 |
| | 127,408 |
|
Rental home revenue | | 57,572 |
| | 53,657 |
| | 50,549 |
|
Ancillary revenue | | 66,881 |
| | 54,107 |
| | 37,511 |
|
Interest income | | 17,857 |
| | 20,852 |
| | 21,179 |
|
Brokerage commissions and other revenues, net | | 14,127 |
| | 6,205 |
| | 3,695 |
|
Total Revenues | | 1,264,037 |
| | 1,126,825 |
| | 982,570 |
|
Expenses | | | | | | |
Property operating and maintenance | | 266,378 |
| | 236,097 |
| | 210,278 |
|
Real estate taxes | | 61,880 |
| | 56,555 |
| | 52,288 |
|
Cost of home sales | | 134,357 |
| | 123,333 |
| | 95,114 |
|
Rental home operating and maintenance | | 21,995 |
| | 23,304 |
| | 22,160 |
|
Ancillary expenses | | 47,432 |
| | 38,043 |
| | 27,450 |
|
Home selling expenses | | 14,690 |
| | 15,722 |
| | 12,457 |
|
General and administrative expenses | | 93,964 |
| | 81,429 |
| | 83,973 |
|
Catastrophic weather related charges, net | | 1,737 |
| | 92 |
| | 8,352 |
|
Depreciation and amortization | | 328,067 |
| | 287,262 |
| | 261,536 |
|
Loss on extinguishment of debt | | 16,505 |
| | 1,190 |
| | 4,676 |
|
Interest expense | | 133,153 |
| | 130,556 |
| | 128,471 |
|
Interest on mandatorily redeemable preferred OP units / equity | | 4,698 |
| | 3,694 |
| | 3,114 |
|
Total Expenses | | 1,124,856 |
| | 997,277 |
| | 909,869 |
|
Income Before Other Items | | 139,181 |
| | 129,548 |
| | 72,701 |
|
Gain / (loss) on remeasurement of marketable securities | | 34,240 |
| | (3,639 | ) | | — |
|
Other income / (expense), net | | 3,457 |
| | (6,453 | ) | | 8,982 |
|
Income from nonconsolidated affiliates | | 1,374 |
| | 790 |
| | — |
|
Current tax expense | | (1,095 | ) | | (595 | ) | | (446 | ) |
Deferred tax benefit | | 222 |
| | 507 |
| | 582 |
|
Net Income | | 177,379 |
| | 120,158 |
| | 81,819 |
|
Less: Preferred return to preferred OP units / equity | | (6,058 | ) | | (4,486 | ) | | (4,581 | ) |
Less: Amounts attributable to noncontrolling interests | | (9,768 | ) | | (8,443 | ) | | (5,055 | ) |
Net Income attributable to Sun Communities, Inc. | | 161,553 |
| | 107,229 |
| | 72,183 |
|
Less: Preferred stock distribution | | (1,288 | ) | | (1,736 | ) | | (7,162 | ) |
Net Income attributable to Sun Communities, Inc. common stockholders | | $ | 160,265 |
| | $ | 105,493 |
| | $ | 65,021 |
|
| | | | | | |
Weighted average common shares outstanding - basic | | 88,460 |
| | 81,387 |
| | 76,084 |
|
Weighted average common shares outstanding - diluted | | 88,915 |
| | 82,040 |
| | 76,711 |
|
| | | | | | |
Basic earnings per share (see Note 14) | | $ | 1.80 |
| | $ | 1.29 |
| | $ | 0.85 |
|
Diluted earnings per share (see Note 14) | | $ | 1.80 |
| | $ | 1.29 |
| | $ | 0.85 |
|
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
| | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Net Income | $ | 147,451 | | | $ | 177,379 | | | $ | 120,158 | |
Foreign currency translation gain / (loss) adjustment | 4,205 | | | 3,328 | | | (5,878) | |
| | | | | |
Total Comprehensive Income | 151,656 | | | 180,707 | | | 114,280 | |
Less: Comprehensive Income attributable to noncontrolling interests | (8,598) | | | (9,923) | | | (8,171) | |
Comprehensive Income attributable to Sun Communities, Inc. | $ | 143,058 | | | $ | 170,784 | | | $ | 106,109 | |
|
| | | | | | | | | | | |
| Year Ended |
| December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Net Income | $ | 177,379 |
| | $ | 120,158 |
| | $ | 81,819 |
|
Foreign currency translation gain / (loss) adjustment | 3,328 |
| | (5,878 | ) | | 4,527 |
|
Total Comprehensive Income | 180,707 |
| | 114,280 |
| | 86,346 |
|
Less: Comprehensive Income attributable to noncontrolling interests | (9,923 | ) | | (8,171 | ) | | (5,299 | ) |
Comprehensive Income attributable to Sun Communities, Inc. | $ | 170,784 |
| | $ | 106,109 |
| | $ | 81,047 |
|
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Operating Activities | | | | | |
Net income | $ | 147,451 | | | $ | 177,379 | | | $ | 120,158 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Gain on disposition of assets | (15,156) | | | (11,085) | | | (9,376) | |
Gain on disposition of property | (5,595) | | | 0 | | | 0 | |
(Gain) / loss on foreign currency translation | (8,039) | | | (4,557) | | | 8,234 | |
(Gain) / loss on remeasurement of marketable securities (see Note 15) | (6,129) | | | (34,240) | | | 3,639 | |
(Gain) / loss on remeasurement of contingent liabilities | 2,962 | | | 1,503 | | | (2,336) | |
| | | | | |
Share-based compensation | 23,045 | | | 17,482 | | | 15,066 | |
Depreciation and amortization | 371,878 | | | 313,966 | | | 274,432 | |
Deferred tax benefit (see Note 12) | (1,565) | | | (222) | | | (507) | |
Amortization of below market lease | (7,347) | | | (7,442) | | | (7,399) | |
Amortization of debt premium | (1,467) | | | (4,962) | | | (6,353) | |
Amortization of deferred financing costs | 3,090 | | | 2,988 | | | 3,233 | |
Amortization of ground lease intangibles | 752 | | | 752 | | | 1,638 | |
Loss on extinguishment of debt (see Note 8) | 5,209 | | | 16,505 | | | 1,190 | |
Loss on remeasurement of notes receivable (see Note 4) | 3,275 | | | 0 | | | 0 | |
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6) | 1,608 | | | 0 | | | 0 | |
Income from nonconsolidated affiliates (see Note 6) | (1,740) | | | (1,374) | | | (790) | |
Distributions from nonconsolidated affiliates | 4,088 | | | 3,049 | | | 0 | |
Change in notes receivable from financed sales of inventory homes, net of repayments | (176) | | | 2,988 | | | (2,299) | |
Change in inventory, other assets and other receivables, net | 10,853 | | | (44,322) | | | (39,514) | |
Change in other liabilities | 21,951 | | | 48,326 | | | 4,098 | |
Net Cash Provided By Operating Activities | 548,948 | | | 476,734 | | | 363,114 | |
Investing Activities | | | | | |
Investment in properties | (538,523) | | | (569,261) | | | (389,399) | |
Acquisitions of properties, net of cash acquired | (1,946,015) | | | (472,681) | | | (320,268) | |
| | | | | |
Proceeds from dispositions of assets and depreciated homes, net | 55,395 | | | 61,337 | | | 55,855 | |
Proceeds from disposition of properties | 12,612 | | | 0 | | | 0 | |
Issuance of notes and other receivables | (45,650) | | | (18,122) | | | (216) | |
| | | | | |
Repayments of notes and other receivables | 12,173 | | | 4,542 | | | 4,312 | |
Investments in nonconsolidated affiliates | (47,241) | | | (60,742) | | | (84,997) | |
Distributions from nonconsolidated affiliates | 10,732 | | | 44,470 | | | 970 | |
| | | | | |
Net Cash Used For Investing Activities | (2,486,517) | | | (1,010,457) | | | (733,743) | |
Financing Activities | | | | | |
Issuance of common stock, OP units, and preferred OP units, net | 1,850,611 | | | 440,782 | | | 623,540 | |
Redemption of Series G preferred OP units | (2,000) | | | 0 | | | 0 | |
Redemption of Series B-3 preferred OP units | 0 | | | (2,675) | | | (4,105) | |
Borrowings on lines of credit | 1,585,904 | | | 3,881,543 | | | 1,542,677 | |
Payments on lines of credit | (1,361,538) | | | (3,883,950) | | | (1,456,486) | |
Proceeds from issuance of other debt | 491,784 | | | 923,721 | | | 250,000 | |
Payments on other debt | (230,330) | | | (552,868) | | | (298,754) | |
Prepayment penalty on collateralized term loans | (6,226) | | | (18,838) | | | (2,024) | |
| | | | | |
Proceeds received from return of prepaid deferred financing costs | 0 | | | 1,618 | | | 0 | |
| | | | | |
Distributions to stockholders, OP unit holders, and preferred OP unit holders | (313,137) | | | (276,697) | | | (242,813) | |
Payments for deferred financing costs | (14,224) | | | (6,756) | | | (2,130) | |
| | | | | |
Net Cash Provided By Financing Activities | 2,000,844 | | | 505,880 | | | 409,905 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 189 | | | 411 | | | (523) | |
Net change in cash, cash equivalents and restricted cash | 63,464 | | | (27,432) | | | 38,753 | |
Cash, cash equivalents and restricted cash, beginning of period | 34,830 | | | 62,262 | | | 23,509 | |
Cash, Cash Equivalents and Restricted Cash, End of Period | $ | 98,294 | | | $ | 34,830 | | | $ | 62,262 | |
|
| | | | | | | | | | | |
| Year Ended |
| December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Operating Activities | | | | | |
Net income | $ | 177,379 |
| | $ | 120,158 |
| | $ | 81,819 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Gain on disposition of assets | (11,085 | ) | | (9,376 | ) | | (9,338 | ) |
Unrealized foreign currency translation (gain) / loss | (4,557 | ) | | 8,234 |
| | (6,146 | ) |
Remeasurement of marketable securities | (34,240 | ) | | 3,639 |
| | — |
|
Contingent liability remeasurement (gain) / loss | 1,503 |
| | (2,336 | ) | | (3,035 | ) |
Asset impairment charges | — |
| | — |
| | 742 |
|
Share-based compensation | 17,482 |
| | 15,066 |
| | 12,695 |
|
Depreciation and amortization | 313,966 |
| | 274,432 |
| | 256,193 |
|
Deferred tax benefit | (222 | ) | | (507 | ) | | (582 | ) |
Amortization of below market lease | (7,442 | ) | | (7,399 | ) | | (7,402 | ) |
Amortization of debt premium | (4,962 | ) | | (6,353 | ) | | (8,205 | ) |
Amortization of deferred financing costs | 2,988 |
| | 3,233 |
| | 2,910 |
|
Amortization of ground lease intangibles | 752 |
| | 1,638 |
| | 1,914 |
|
Loss on extinguishment of debt | 16,505 |
| | 1,190 |
| | 4,676 |
|
Income from nonconsolidated affiliates | (1,374 | ) | | (790 | ) | | — |
|
Distributions from nonconsolidated affiliates | 3,049 |
| | — |
| | — |
|
Change in notes receivable from financed sales of inventory homes, net of repayments | 2,988 |
| | (2,299 | ) | | (26,193 | ) |
Change in inventory, other assets and other receivables, net | (44,322 | ) | | (39,514 | ) | | (33,031 | ) |
Change in other liabilities | 48,326 |
| | 4,098 |
| | (9,034 | ) |
Net Cash Provided By Operating Activities | 476,734 |
| | 363,114 |
| | 257,983 |
|
Investing Activities | | | | | |
Investment in properties | (569,261 | ) | | (389,399 | ) | | (288,537 | ) |
Acquisitions of properties, net of cash acquired | (472,681 | ) | | (320,268 | ) | | (120,377 | ) |
Proceeds from dispositions of assets and depreciated homes, net | 61,337 |
| | 55,855 |
| | 8,575 |
|
Issuance of notes and other receivables | (18,122 | ) | | (216 | ) | | (3,918 | ) |
Repayments of notes and other receivables | 4,542 |
| | 4,312 |
| | 2,615 |
|
Investments in nonconsolidated affiliates | (60,742 | ) | | (84,997 | ) | | — |
|
Distributions from nonconsolidated affiliates | 44,470 |
| | 970 |
| | — |
|
Net Cash Used For Investing Activities | (1,010,457 | ) | | (733,743 | ) | | (401,642 | ) |
Financing Activities | | | | | |
Issuance of common stock, OP units, and preferred OP units, net | 440,782 |
| | 623,540 |
| | 487,677 |
|
Redemption of Series B-3 preferred OP units | (2,675 | ) | | (4,105 | ) | | (4,460 | ) |
Borrowings on lines of credit | 3,881,543 |
| | 1,542,677 |
| | 661,000 |
|
Payments on lines of credit | (3,883,950 | ) | | (1,456,486 | ) | | (719,536 | ) |
Proceeds from issuance of other debt | 923,721 |
| | 250,000 |
| | 185,153 |
|
Payments on other debt | (552,868 | ) | | (298,754 | ) | | (124,427 | ) |
Prepayment penalty on debt | (18,838 | ) | | (2,024 | ) | | (6,019 | ) |
Redemption of Series A-4 cumulative convertible preferred stock | — |
| | — |
| | (85,000 | ) |
Proceeds received from return of prepaid deferred financing costs | 1,618 |
| | — |
| | — |
|
Redemption of Series A-4 preferred stock and OP units | — |
| | — |
| | (24,698 | ) |
Distributions to stockholders, OP unit holders, and preferred OP unit holders | (276,697 | ) | | (242,813 | ) | | (224,483 | ) |
Payments for deferred financing costs | (6,756 | ) | | (2,130 | ) | | (3,650 | ) |
Net Cash Provided By Financing Activities | 505,880 |
| | 409,905 |
| | 141,557 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 411 |
| | (523 | ) | | 298 |
|
Net change in cash, cash equivalents and restricted cash | (27,432 | ) | | 38,753 |
| | (1,804 | ) |
Cash, cash equivalents and restricted cash, beginning of period | 62,262 |
| | 23,509 |
| | 25,313 |
|
Cash, cash equivalents and restricted cash, end of period | $ | 34,830 |
| | $ | 62,262 |
| | $ | 23,509 |
|
| | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Supplemental Information | | | | | |
Cash paid for interest (net of capitalized interest of $9,424, $7,943 and $4,328 respectively) | $ | 135,986 | | | $ | 134,990 | | | $ | 126,153 | |
Cash paid for interest on mandatorily redeemable debt | $ | 4,177 | | | $ | 4,698 | | | $ | 2,551 | |
Cash paid for income taxes | $ | 1,115 | | | $ | 948 | | | $ | 461 | |
Noncash investing and financing activities | | | | | |
Reduction in secured borrowing balance | $ | 0 | | | $ | 107,731 | | | $ | 21,451 | |
Change in distributions declared and outstanding | $ | 15,280 | | | $ | 8,452 | | | $ | 7,889 | |
Conversion of common and preferred OP units | $ | 1,022 | | | $ | 11,310 | | | $ | 1,515 | |
Asset held for sale | $ | 32,145 | | | $ | 0 | | | $ | 0 | |
Conversion of Series A-4 preferred stock | $ | 0 | | | $ | 31,739 | | | $ | 675 | |
| | | | | |
Noncash investing and financing activities at the date of acquisition | | | | | |
Acquisitions - Common stock and OP units issued | $ | 37,565 | | | $ | 313,391 | | | $ | 0 | |
Acquisitions - Equity Interests - NG Sun LLC (see Note 7) | $ | 0 | | | $ | 0 | | | $ | 21,976 | |
Acquisitions - Preferred Equity - Sun NG RV Resorts LLC (see Note 7) | $ | 0 | | | $ | 0 | | | $ | 35,277 | |
Acquisitions - Debt | $ | 837,800 | | | $ | 61,900 | | | $ | 3,120 | |
Acquisitions - Series D preferred interest | $ | 0 | | | $ | 51,930 | | | $ | 0 | |
Acquisitions - Series E preferred interest | $ | 9,000 | | | $ | 0 | | | $ | 0 | |
Acquisitions - Series F preferred interest | $ | 9,000 | | | $ | 0 | | | $ | 0 | |
Acquisitions - Series G preferred interest | $ | 27,261 | | | $ | 0 | | | $ | 0 | |
Acquisitions - Series H preferred interest | $ | 58,113 | | | $ | 0 | | | $ | 0 | |
Acquisitions - Series I preferred interest | $ | 94,540 | | | $ | 0 | | | $ | 0 | |
Acquisitions - Escrow | $ | 0 | | | $ | 392 | | | $ | 0 | |
Acquisitions - Contingent consideration liability | $ | 9,000 | | | $ | 0 | | | $ | 0 | |
| | | | | |
| | | | | |
|
| | | | | | | | | | | |
| Year Ended |
| December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Supplemental Information | | | | | |
Cash paid for interest (net of capitalized interest of $7,943, $4,328 and $2,755 respectively) | $ | 134,990 |
| | $ | 126,153 |
| | $ | 124,046 |
|
Cash paid for interest on mandatorily redeemable debt | $ | 4,698 |
| | $ | 2,551 |
| | $ | 3,114 |
|
Cash paid (refunds) for income taxes | $ | 948 |
| | $ | 461 |
| | $ | (194 | ) |
Noncash investing and financing activities | | | | | |
Reduction in secured borrowing balance | $ | 107,731 |
| | $ | 21,451 |
| | $ | 23,449 |
|
Change in distributions declared and outstanding | $ | 8,452 |
| | $ | 7,889 |
| | $ | 3,267 |
|
Conversion of common and preferred OP units | $ | 11,310 |
| | $ | 1,515 |
| | $ | 3,556 |
|
Conversion of Series A-4 preferred stock | $ | 31,739 |
| | $ | 675 |
| | $ | 4,720 |
|
Capital lease | $ | — |
| | $ | — |
| | $ | 4,114 |
|
Noncash investing and financing activities at the date of acquisition | | | | | |
Acquisitions - Common stock and OP units issued | $ | 313,391 |
| | $ | — |
| | $ | 28,410 |
|
Acquisitions - Equity Interests - NG Sun LLC (see Note 8) | $ | — |
| | $ | 21,976 |
| | $ | — |
|
Acquisitions - Preferred Equity - Sun NG RV Resorts LLC (see Note 8) | $ | — |
| | $ | 35,277 |
| | $ | — |
|
Acquisitions - Debt | $ | 61,900 |
| | $ | 3,120 |
| | $ | 4,592 |
|
Acquisitions - Series D preferred interest | $ | 51,930 |
| | $ | — |
| | $ | — |
|
Acquisitions - Escrow | $ | 392 |
| | $ | — |
| | $ | — |
|
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Stockholders’ Equity | | |
| Temporary Equity | | | | Common Stock | | Additional Paid-in Capital | | Distributions in Excess of Accumulated Earnings | | Accumulated Other Comprehensive Income / (Loss) | | Non-controlling Interests | | Total Stockholders’ Equity | | Total Equity |
Balance at December 31, 2017 | $ | 43,066 | | | | | $ | 797 | | | $ | 3,758,533 | | | $ | (1,162,001) | | | $ | 1,102 | | | $ | 65,256 | | | $ | 2,663,687 | | | $ | 2,706,753 | |
Issuance of common stock and common OP units, net | — | | | | | 66 | | | 623,474 | | | — | | | — | | | — | | | 623,540 | | | 623,540 | |
Conversion of OP units | (342) | | | | | 1 | | | 1,514 | | | — | | | — | | | (1,173) | | | 342 | | | 0 | |
| | | | | | | | | | | | | | | | | |
Conversion of series A-4 preferred stock | (675) | | | | | — | | | 675 | | | — | | | — | | | — | | | 675 | | | 0 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Other redeemable noncontrolling interests | 21,976 | | | | | — | | | — | | | — | | | — | | | — | | | — | | | 21,976 | |
Share-based compensation - amortization and forfeitures | — | | | | | — | | | 14,753 | | | 313 | | | — | | | — | | | 15,066 | | | 15,066 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Foreign currency translation | — | | | | | — | | | — | | | — | | | (5,606) | | | (272) | | | (5,878) | | | (5,878) | |
Net income | 241 | | | | | — | | | — | | | 111,715 | | | — | | | 8,202 | | | 119,917 | | | 120,158 | |
Distributions | (674) | | | | | — | | | — | | | (238,513) | | | — | | | (11,514) | | | (250,027) | | | (250,701) | |
Balance at December 31, 2018 | $ | 63,592 | | | | | $ | 864 | | | $ | 4,398,949 | | | $ | (1,288,486) | | | $ | (4,504) | | | $ | 60,499 | | | $ | 3,167,322 | | | $ | 3,230,914 | |
Issuance of common stock and common OP units, net | — | | | | | 58 | | | 754,116 | | | — | | | — | | | 0 | | | 754,174 | | | 754,174 | |
Conversion of OP units | (9,652) | | | | | 5 | | | 11,305 | | | — | | | — | | | (1,658) | | | 9,652 | | | 0 | |
Conversion of Series A-4 preferred stock | (31,739) | | | | | 5 | | | 31,734 | | | — | | | — | | | — | | | 31,739 | | | 0 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Other redeemable noncontrolling interests | 4,451 | | | | | — | | | — | | | (553) | | | — | | | — | | | (553) | | | 3,898 | |
Share-based compensation - amortization and forfeitures | — | | | | | — | | | 17,160 | | | 322 | | | — | | | — | | | 17,482 | | | 17,482 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Issuance of Series D OP units | 51,930 | | | | | — | | | — | | | — | | | — | | | — | | | — | | | 51,930 | |
| | | | | | | | | | | | | | | | | |
Foreign currency translation | — | | | | | — | | | — | | | — | | | 3,173 | | | 155 | | | 3,328 | | | 3,328 | |
Net income | 1,599 | | | | | — | | | — | | | 167,611 | | | — | | | 8,169 | | | 175,780 | | | 177,379 | |
Distributions | (2,177) | | | | | — | | | — | | | (272,035) | | | — | | | (10,937) | | | (282,972) | | | (285,149) | |
Balance at December 31, 2019 | $ | 78,004 | | | | | $ | 932 | | | $ | 5,213,264 | | | $ | (1,393,141) | | | $ | (1,331) | | | $ | 56,228 | | | $ | 3,875,952 | | | $ | 3,953,956 | |
Issuance of common stock and common OP units, net | — | | | | | 143 | | | 1,850,468 | | | — | | | — | | | 37,565 | | | 1,888,176 | | | 1,888,176 | |
Conversion of OP units | — | | | | | 1 | | | 1,021 | | | — | | | — | | | (1,022) | | | — | | | 0 | |
| | | | | | | | | | | | | | | | | |
Other redeemable noncontrolling interests | 1,485 | | | | | — | | | — | | | (272) | | | — | | | — | | | (272) | | | 1,213 | |
Share-based compensation - amortization and forfeitures | — | | | | | — | | | 22,729 | | | 316 | | | — | | | — | | | 23,045 | | | 23,045 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Issuance of Series preferred E OP units | — | | | | | — | | | 181 | | | — | | | — | | | 8,819 | | | 9,000 | | | 9,000 | |
Issuance of Series preferred F OP units | 8,966 | | | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,966 | |
Issuance of Series preferred G OP units | 27,261 | | | | | — | | | — | | | — | | | — | | | — | | | — | | | 27,261 | |
Redemption of Series G OP Units | (2,000) | | | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,000) | |
Issuance of Series preferred H OP units | 58,113 | | | | | — | | | (5) | | | — | | | — | | | 4,250 | | | 4,245 | | | 62,358 | |
Issuance of Series preferred I OP units | 94,540 | | | | | — | | | — | | | — | | | — | | | — | | | — | | | 94,540 | |
Foreign currency translation | — | | | | | — | | | — | | | — | | | 4,509 | | | (304) | | | 4,205 | | | 4,205 | |
Remeasurement of notes receivable and equity method investment (see Note 19) | — | | | | | — | | | — | | | 1,953 | | | — | | | — | | | 1,953 | | | 1,953 | |
Net income | 519 | | | | | — | | | — | | | 138,550 | | | — | | | 8,382 | | | 146,932 | | | 147,451 | |
Distributions | (2,509) | | | | | — | | | — | | | (314,042) | | | — | | | (11,866) | | | (325,908) | | | (328,417) | |
Balance at December 31, 2020 | $ | 264,379 | | | | | $ | 1,076 | | | $ | 7,087,658 | | | $ | (1,566,636) | | | $ | 3,178 | | | $ | 102,052 | | | $ | 5,627,328 | | | $ | 5,891,707 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Stockholders’ Equity | | |
| Temporary Equity | | 7.125% Series A Cumulative Redeemable Preferred Stock | | Common Stock | | Additional Paid-in Capital | | Distributions in Excess of Accumulated Earnings | | Accumulated Other Comprehensive Income / (Loss) | | Non-controlling Interests | | Total Stockholders’ Equity | | Total Equity |
Balance at December 31, 2016 | $ | 66,944 |
| | $ | 34 |
| | $ | 732 |
| | $ | 3,321,441 |
| | $ | (1,023,415 | ) | | $ | (3,181 | ) | | $ | 66,616 |
| | $ | 2,362,227 |
| | $ | 2,429,171 |
|
Issuance of common stock and common OP units, net | — |
| | — |
| | 63 |
| | 514,024 |
| | — |
| | — |
| | 2,001 |
| | 516,088 |
| | 516,088 |
|
Conversion of OP units | (259 | ) | | — |
| | 1 |
| | 3,556 |
| | — |
| | — |
| | (3,298 | ) | | 259 |
| | — |
|
Redemption of series A-4 preferred stock | (13,093 | ) | | — |
| | — |
| | (3,867 | ) | | — |
| | — |
| | — |
| | (3,867 | ) | | (16,960 | ) |
Conversion of series A-4 preferred stock | (4,720 | ) | | — |
| | 1 |
| | 4,719 |
| | — |
| | — |
| | — |
| | 4,720 |
| | — |
|
Redemption of Series A-4 preferred OP units | (5,166 | ) | | — |
| | — |
| | (2,571 | ) | | — |
| | — |
| | — |
| | (2,571 | ) | | (7,737 | ) |
Redemption of Series A cumulative convertible preferred stock | — |
| | (34 | ) | | — |
| | (84,966 | ) | | — |
| | — |
| | — |
| | (85,000 | ) | | (85,000 | ) |
Share-based compensation - amortization and forfeitures | — |
| | — |
| | — |
| | 12,398 |
| | 297 |
| | — |
| | — |
| | 12,695 |
| | 12,695 |
|
Acquisition of noncontrolling interest | — |
| | — |
| | — |
| | (6,201 | ) | | — |
| | — |
| | 6,101 |
| | (100 | ) | | (100 | ) |
Foreign currency translation gain | — |
| | — |
| | — |
| | — |
| | — |
| | 4,283 |
| | 244 |
| | 4,527 |
| | 4,527 |
|
Net income | 205 |
| | — |
| | — |
| | — |
| | 76,765 |
| | — |
| | 4,849 |
| | 81,614 |
| | 81,819 |
|
Distributions | (845 | ) | | — |
| | — |
| | — |
| | (215,648 | ) | | — |
| | (11,257 | ) | | (226,905 | ) | | (227,750 | ) |
Balance at December 31, 2017 | $ | 43,066 |
| | $ | — |
| | $ | 797 |
| | $ | 3,758,533 |
| | $ | (1,162,001 | ) | | $ | 1,102 |
| | $ | 65,256 |
| | $ | 2,663,687 |
| | $ | 2,706,753 |
|
Issuance of common stock and common OP units, net | — |
| | — |
| | 66 |
| | 623,474 |
| | — |
| | — |
| | — |
| | 623,540 |
| | 623,540 |
|
Conversion of OP units | (342 | ) | | — |
| | 1 |
| | 1,514 |
| | — |
| | — |
| | (1,173 | ) | | 342 |
| | — |
|
Conversion of Series A-4 preferred stock | (675 | ) | | — |
| | — |
| | 675 |
| | — |
| | — |
| | — |
| | 675 |
| | — |
|
Equity Interests - NG Sun LLC | 21,976 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 21,976 |
|
Share-based compensation - amortization and forfeitures | — |
| | — |
| | — |
| | 14,753 |
| | 313 |
| | — |
| | — |
| | 15,066 |
| | 15,066 |
|
Foreign currency translation | — |
| | — |
| | — |
| | — |
| | — |
| | (5,606 | ) | | (272 | ) | | (5,878 | ) | | (5,878 | ) |
Net income | 241 |
| | — |
| | — |
| | — |
| | 111,715 |
| | — |
| | 8,202 |
| | 119,917 |
| | 120,158 |
|
Distributions | (674 | ) | | — |
| | — |
| | — |
| | (238,513 | ) | | — |
| | (11,514 | ) | | (250,027 | ) | | (250,701 | ) |
Balance at December 31, 2018 | $ | 63,592 |
| | $ | — |
| | $ | 864 |
| | $ | 4,398,949 |
| | $ | (1,288,486 | ) | | $ | (4,504 | ) | | $ | 60,499 |
| | $ | 3,167,322 |
| | $ | 3,230,914 |
|
Issuance of common stock and common OP units, net | — |
| | — |
| | 58 |
| | 754,116 |
| | — |
| | — |
| | — |
| | 754,174 |
| | 754,174 |
|
Conversion of OP units | (9,652 | ) | | — |
| | 5 |
| | 11,305 |
| | — |
| | — |
| | (1,658 | ) | | 9,652 |
| | — |
|
Conversion of Series A-4 preferred stock | (31,739 | ) | | — |
| | 5 |
| | 31,734 |
| | — |
| | — |
| | — |
| | 31,739 |
| | — |
|
Equity Interests - NG Sun LLC & Whitewater | 4,451 |
| | — |
| | — |
| | — |
| | (553 | ) | | — |
| | — |
| | (553 | ) | | 3,898 |
|
Share-based compensation - amortization and forfeitures | — |
| | — |
| | — |
| | 17,160 |
| | 322 |
| | — |
| | — |
| | 17,482 |
| | 17,482 |
|
Issuance of Series preferred D OP units | 51,930 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 51,930 |
|
Foreign currency translation | — |
| | — |
| | — |
| | ��� |
| | — |
| | 3,173 |
| | 155 |
| | 3,328 |
| | 3,328 |
|
Net income | 1,599 |
| | — |
| | — |
| | — |
| | 167,611 |
| | — |
| | 8,169 |
| | 175,780 |
| | 177,379 |
|
Distributions | (2,177 | ) | | — |
| | — |
| | — |
| | (272,035 | ) | | — |
| | (10,937 | ) | | (282,972 | ) | | (285,149 | ) |
Balance at December 31, 2019 | $ | 78,004 |
| | $ | — |
| | $ | 932 |
| | $ | 5,213,264 |
| | $ | (1,393,141 | ) | | $ | (1,331 | ) | | $ | 56,228 |
| | $ | 3,875,952 |
| | $ | 3,953,956 |
|
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies
Business
Sun Communities, Inc., a Maryland corporation, and all wholly-owned or majority-owned and controlled subsidiaries, including Sun Communities Operating Limited Partnership, a Michigan limited partnership (the “Operating Partnership”), and Sun Home Services, Inc., a Michigan corporation (“SHS”), and Safe Harbor Marinas, LLC (“Safe Harbor”) are referred to herein as the “Company,” “us,” “we,” and “our”. “our.”
We are a fully integrated, self-administered and self-managed real estate investment trust (“REIT”).
We own, operate, or have an interest in a portfolio, and develop manufactured housing (“MH”) and recreational vehicle (“RV”) communities throughout the United States (“U.S.”). As of December 31, 2019,2020, we owned and operated or had an interest in a portfolio of 422 developed properties552 MH communities, RV resorts, and marinas (collectively, the “properties”) located in 3339 states throughout the United States and Ontario, Canada, (collectively the “Properties”), including 266276 MH communities, 122136 RV communities, andresorts, 34 communitiesproperties containing both MH and RV sites.sites, and 106 marinas. As of December 31, 2019,2020, the Propertiesproperties contained an aggregate of 141,293188,176 developed sites comprised of 93,82196,688 developed MH sites, 26,05627,564 annual RV sites (inclusive of both annual and 21,416seasonal usage rights), 25,043 transient RV sites. There are approximately 10,300 additional MHsites, and RV sites suitable for development.38,881 wet slips and dry storage spaces.
Principles of Consolidation
We consolidate our majority-owned subsidiaries in which we have the ability to control the operations of our subsidiaries and all variable interest entities with respect to which we are the primary beneficiary. We also consolidate entities in which we have a direct or indirect controlling or voting interest. All significant inter-company transactions have been eliminated. Any subsidiaries in which we have an ownership percentage equal to or greater than 50%, but less than 100%, or considered a VIE, represent subsidiaries with a noncontrolling interest. The noncontrolling interests in our subsidiaries are allocated their proportionate share of the subsidiaries’ financial results. This allocation is recorded as the noncontrolling interest in our Consolidated Financial Statements.
Certain prior period amounts have been reclassified on our Consolidated Financial Statements to conform with current year presentation.
Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Since December 2019, a novel strain of coronavirus, referred to as the COVID-19 virus, has spread to countries in which we operate. COVID-19 has become a global pandemic. Commencing in March 2020, authorities in jurisdictions where our properties are located have issued restrictions on travel and the types of businesses that may continue to operate. Those restrictions were relaxed throughout the year leading to all properties being able to open, however government regulations may limit the amenities available at any given property. The extent and duration of the business restrictions will have an effect on estimates used in the preparation of financial statements. This includes the net operating income (“NOI”) assumptions in our long-lived asset impairment testing, the ultimate collectability of rent payments from residents and guests due to the effects of COVID-19 on their financial position, and fair value measurement changes for financial assets that we have elected to measure at fair value.
Use of Estimates
The preparation of financial statements in conformity with U.S.accounting principles generally accepted accounting principlesin the United States of America (“GAAP”) requires management to make estimates and assumptions related to the reported amounts included in our Consolidated Financial Statements and accompanying footnotes thereto. Actual results could differ from those estimates.
Segment Information
ASC Topic 280, “Segment Reporting” (“ASC 280”), establishes standards for the way the business enterprises report information about operating segments in its financial statements. In accordance with ASC 280, management has determined that we have 2 operating segments, Real Property Operations and Home Sales and Rentals. The Real Property Operations segment owns, operates, develops, or has an interest in, a portfolio of MH communities, RV resorts and marinas throughout the U.S. and in Canada, and is in the business of acquiring, operating, and expanding MH, RV and marinas. The Home Sales and Rentals segment offers MH and RV park model sales and leasing services to tenants and prospective tenants of our communities and resorts. We evaluate segment operating performance based on NOI and gross profit. Refer to Note 20, “Subsequent Events,” for information regarding segment reporting after December 31, 2020.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investment Property
Investment property is recorded at cost, less accumulated depreciation. We review the carrying value
Impairment of long-lived assets to be held and used for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. Our primary indicator for potential impairment is based on NOI trends period over period. Circumstances that may prompt a test of recoverability may include a significant decrease in the anticipated market price, an adverse change to the extent or manner in which an asset may be used or in its physical condition or other such events that may significantly change the value of the long-lived asset. An impairment loss is recognized when a long-lived asset’s carrying value is not recoverable and exceeds estimated fair value.- We estimate the fair value of our long-lived assets based on discounted future cash flows and any potential disposition proceeds for a given asset. Forecasting cash flows requires management to make estimates and assumptions about such variables as the estimated holding period, rental rates, occupancy, development, and operating expenses during the holding period, as well as disposition proceeds. Management uses its best judgment when developing these estimates and assumptions, but the development of the projected future cash flows is based on subjective variables. Future events could occur which would cause us to conclude that impairment indicators exist, and significant adverse changes in national, regional, or local market conditions or trends may cause us to change the estimates and assumptions used in our impairment analysis. The results of an impairment analysis could be material to our financial statements.
We periodically receive offers from interested partiesreview the carrying value of long-lived assets to purchase certainbe held and used for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. Our primary indicator for potential impairment is based on NOI trends period over period. Circumstances that may prompt a test of our properties. These offersrecoverability may include a significant decrease in the anticipated market price, an adverse change to the extent or manner in which an asset may be used or in its physical condition or other events that may significantly change the resultvalue of the long-lived asset. An impairment loss is recognized when a long-lived asset’s carrying value is not recoverable and exceeds estimated fair value.
Real Estate Held For Sale - We periodically classify real estate as “held for sale.” An asset is classified as held for sale after an active program initiated by us to sell an asset has commenced and when the property, or from an unsolicited offersale is probable. Subsequent to purchase the property. The typicalclassification of assets as held for sale, process involves a significant negotiation and due diligence period between us andno further depreciation expense is recorded. Within Other Assets, net on the potential purchaser. AsConsolidated Balance Sheets is $32.1 million of real estate held for sale which is the intentcarrying value of this process is4 properties as of December 31, 2020.
Acquisitions - We evaluate acquisitions pursuant to ASC 805 “Business Combinations” to determine if therewhether the acquisition should be classified as either an asset acquisition or a business combination.
Acquisitions for which substantially all of the fair value of the gross assets acquired are items that would cause the purchaser to be unwilling to purchaseconcentrated in a single identifiable asset or we would be unwilling to sell, it is not unusuala group of similar identifiable assets are accounted for such potential offersas an asset acquisition. Most of sale/purchase to be withdrawnour property acquisitions are accounted for as such issues arise. We classify assets as “held for sale” when it is probable, in our opinion, that a sale transaction will be completed within one year. This typically occurs when all significant contingencies surrounding the closing have been resolved, which often corresponds with the closing date.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Weasset acquisitions. For asset acquisitions, we allocate the purchase price of these properties on a relative fair value basis and capitalize direct acquisition related costs as part of the purchase price. Acquisition costs that do not meet the criteria to be capitalized are expensed as incurred and presented as General and administrative costs in our Consolidated Statements of Operations.
Acquisitions that meet the definition of a business combination are recorded at fair value using a fair value model under which the assets and liabilities are generally recognized at their fair values and the difference between the consideration transferred, excluding transaction costs, and the fair values of the assets and liabilities is recognized as goodwill. For acquisitions that meet the definition of a business combination, we allocate the purchase price of those properties on a fair value basis and expense the acquisitions related transaction costs as incurred. Transaction costs are presented as Business combination expense in our Consolidated Statements of Operations.
For asset acquisitions and business combinations, we allocate the purchase price to net tangible and identified intangible assets acquired based on their fair values. In making estimates of fair values for purposes of allocating purchase price, we utilize an independent third-party to value the net tangible and identified intangible assets in connection with the acquisition of the respective property. We provide historical and pro forma financial information obtained about each property, as well as any other information needed in order for the third-party to ascertain the fair value of the tangible and intangible assets (including in-place leases) acquired.
On January 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. Upon adoption of this standard, substantially all of our property acquisitions are accounted for as asset acquisitions. We allocate the purchase price of these properties on a relative fair value basis and capitalize direct acquisition related costs as part of the purchase price. Acquisition costs that do not meet the criteria to be capitalized are expensed as incurred and presented as General and administrative costs in our Consolidated Statements of Operations.
Capitalized Costs
We capitalize certain costs incurred in connection with the development, redevelopment, capital enhancement and leasing of our properties. Management is required to use professional judgment in determining whether such costs meet the criteria for capitalization or immediate expense or capitalization.expense. The amounts are dependent on the volume and timing of such activities, and the costs associated with such activities. activities:
Maintenance, repairs, and minor improvements to properties are expensed when incurred.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Renovations and improvements to our properties are capitalized and depreciated over their estimated useful lives and real estate project costs related to the development of new community or expansion sites are capitalized until the property is substantially complete and available for occupancy. Costs incurred to initially renovate pre-owned and repossessed homes that we acquire for our Rental Program are capitalized, and the majority of costs incurred to refurbish the homes at turnover and repair the homes while occupied, are expensed unless they extend the life of the home. Renovations and improvements to marinas are capitalized and depreciated over their estimated useful lives. Improvements made to docks, buildings, systems, equipment, shorelines and site improvements are capitalized until the project is substantially complete and available for use.
Certain expenditures to dealers and residents related to obtaining lessees in our communities are capitalized and amortized based on the anticipated term of occupancy of a resident.
Costs associated with implementing our computer systemssoftware are capitalized and amortized over the estimated useful lives of the related software and hardware.
Costs associated with purchases of furniture, fixtures and equipment, major replacements and improvements are capitalized and subsequently depreciated over their respective underlying assets estimated useful lives.
Costs incurred to obtain new debt financing (i.e. deferred financing costs)are capitalized and amortized over the terms of the relatedunderlying loan agreement using the straight-line method (which approximates the effective interest method). Deferred financing costs include fees and costs incurred to obtain long-term financing. Unamortized deferred financing costs are written off when debt is retired before the maturity date. Upon amendment of the lines of credit or refinancing of mortgage debt, unamortized deferred financing costs and any related discounts or premiums are accounted for in accordance with FASB Accounting Standards Codification (“ASC”) 470-50-40, “Modifications and Extinguishments.” At December 31, 2020 and 2019, $11.7 million and $4.5 million of lines of credit deferred financing costs, respectively, were presented as a component of Other assets, net on the Consolidated Balance Sheets. At December 31, 2020 and 2019, $13.9 million and $7.9 million of deferred financing costs and discounts and premiums, respectively, were netted and presented as a component of Mortgage loans payable on the Consolidated Balance Sheets.
Cash and Cash Equivalents
We consider all highly liquid investments with a maturity of three months or less from the date of purchase to be cash and cash equivalents. At December 31, 2020 and 2019, and 2018, $22.1$83.0 million and $50.3$22.1 million of Cash and Cash Equivalents, respectively, was included as a component of Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets. The maximum amount of credit risk arising from cash deposits in excess of federally insured amounts was approximately $22.9$74.5 million and $49.5$22.9 million as of December 31, 20192020 and 2018,2019, respectively.
Restricted Cash
Restricted cash consists primarily of cash deposited in acquisition escrow accounts held by title companies in relation to certain future acquisitions, amounts primarily held in deposit for tax, insurance, and repair escrows held by lenders in accordance with certain debt agreements. At December 31, 2020 and 2019, and 2018, $12.7$15.3 million and $12.0$12.7 million of restricted cash, respectively, was included as a component of Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets
On January 1, 2018, we adopted ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash.” This update required inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconcilingSheets. Changes in the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Upon adoption of this standard, changes in restricted cash are reported in our Consolidated Statements of Cash Flows as operating, investing or financing activities based on the nature of the underlying activity. Restricted cash and restricted cash equivalents are included with cash and cash equivalents in the reconciliation of the beginning-of-period and the end-of-period cash balance on the Consolidated Statements of Cash Flows.
Marketable Securities
Marketable securities are recorded at fair value with changes in fair value recorded in RemeasurementGain / (Loss) on remeasurement of marketable securities withinon the Consolidated Statement of Operations. We hold less than 10 percent ownership in Ingenia Communities Group. The valuevalues of marketable securities as of December 31, 2020 and 2019 waswere $124.7 million and $94.7 million, respectively, and isare disclosed on the Consolidated Balance Sheet.Sheets.
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Inventory
Inventory of manufactured homes is stated at lower of specific cost or marketnet realizable value based on the specific identification method.method and the balance is separately disclosed on our Consolidated Balance Sheet. Other inventory at our MH and RV properties consists primarily of service and merchandise related items, grocery, food and beverage products and are stated at the lower of cost or net realizable value. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized. The inventory balance is included in Other assets, net on our Consolidated Balance Sheet.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSInventory at our marinas consists primarily of boat parts used in our service centers and retail related items such as merchandise used in our ship stores, gasoline and diesel fuel, and food and beverage products. Inventories at our marinas are stated at the lower of cost or net realizable value with cost determined using the weighted-average method. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized.
Investments in Nonconsolidated Affiliates
We apply the equity method of accounting to entities in which we do not have a direct or indirect controlling interest or for variable interest entities where we are not considered the primary beneficiary but can exercise influence over the entity with respect to its operations and major decisions. Under the equity method of accounting, the cost of an investment is adjusted for our share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The income or loss of each entity is allocated in accordance with the provisions of the applicable operating agreements. The allocation provisions in these agreements may differ from the ownership interests held by each investor. The cost method is applied when (i)(a) the investment is minimal (typically less than 5.0%)5.0 percent) and (ii)(b) our investment is passive. Our exposure to losses associated with unconsolidatednonconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings. We review the carrying value of our investments in nonconsolidated affiliates for other than temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors we consider when we evaluate the existence of impairment indicators. Refer to Note 7, “Investments6, “Investments in Nonconsolidated Affiliates,,” for additional information.
Notes and Other Receivables
Notes receivable includes both- include installment loans for manufactured homes purchased by us and notes receivable from real estate developers.
Installment Notes Receivable on Manufactured Homes - represent notes receivable for the Company as well as transferred loans that have not met the requirements for sale accountingpurchase of manufactured homes primarily located in our communities, which are presented herein as collateralized receivables. The notes are collateralized by the underlying manufactured home sold. For purposes of accounting policy, all notes receivable are considered one homogeneous segment, as the notes are typically underwritten using the same requirements and terms. Notes receivable are reported at their outstanding unpaid principal balance adjusted for an allowance for loan loss. Interest income is accrued based upon the unpaid principal balance of the loans.
Past due status of our notes receivable is determined based upon the contractual terms of the note. When a note receivable becomes 60 days delinquent, we stop accruing interest on the note receivable. The interest on nonaccrual loans is accounted for on the cash basis until qualifying for return to accrual. Loans are returned
Due to accrual when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. The ability to collectthe election of the fair value option upon adoption of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments,” (“CECL”) effective January 1, 2020, our installment notes receivable on manufactured homes are measured at fair value pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.”
At adoption, we recorded a fair value adjustment to retained earnings. Subsequent to the adoption, the fair value is measured basedevaluated quarterly, and the fair value adjustments are recorded in Loss on currentremeasurement of notes receivable on the Consolidated Statement of Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and historical information and events.assumptions used to estimate the fair value of each financial instrument class.
For the period prior to the adoption of CECL, installment notes receivable are reported at their outstanding unpaid principal balance adjusted for an allowance for loan loss.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Notes Receivable from Real Estate Developers - represent short term construction loans provided to real estate developers. We consider numerous factors including: length of delinquency, estimated costs to lease or sell, and repossession history. Our experience supports a high recovery rateelected the fair value option for notes receivable; however, there is some degreereceivable from our real estate developers as of uncertainty aboutJanuary 1, 2020 pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.” The adoption of fair value did not result in any opening balance adjustments as the recoverabilitycarrying values of our investment in these notes receivable. We are generally able to recover our recorded investment in uncollectible notes receivable by repossessing the homes on the notes retained by us and repurchasing the homes on the collateralized receivables, and subsequently selling or leasing these homes to potential residents in our communities. We have established a loan loss reserve based on our estimated unrecoverable costs associated with repossessed/repurchased homes. We estimate our unrecoverable costs to be the repurchase price of the home collateralizing the note receivable plus repair and remarketing costs in excess of the estimated selling price of the home being repossessed. A historical average of this excess cost is calculated based on prior repossessions/repurchases and is applied to our estimated annual future repossessions to create the allowance for both installment and collateralized notes receivable.
We evaluate the collectability of a loan based on our ability to collect the scheduled payments of principal and interest whenapproximate their fair market values either due according to the contractual termsshort-term nature of the loan agreement. We generally see that ifand / or the obligornote being secured by underlying collateral and / or personal guarantees. Subsequent to the adoption, the fair value is delinquentevaluated quarterly, and any fair value adjustments are recorded in Loss on remeasurement of notes receivable on the loan they are also delinquent on site rent. IfConsolidated Statement of Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the scheduled payment is delinquent beyondestimates and assumptions used to estimate the grace period required by law or byfair value of each financial instrument class. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the loan agreement, notice is givenestimates and assumptions used to startestimate the collection process.fair value of each financial instrument class.
Other receivables A specific allowance is estimated on the past due loans based on historical delinquency data and current delinquency levels.
Credit quality is evaluated at the inception of the receivable. Factors that are considered in order to determine the credit quality of the applicant include, but are not limited to: rental payment history; home debt to income ratio; loan value to the collateralized asset; total debt to income ratio; length of employment; previous landlord references; and FICO scores.
Other receivables- are generally comprised of amounts due from residents for rent and related charges (utility charges, fees and other pass through charges), home sale proceeds receivable from sales near year end, amounts due from marina customers for storage service and lease payments, and various other miscellaneous receivables. Adoption of CECL did not require incremental CECL reserves as we believe that the risk of future expected loss on those accounts is immaterial due to the short-term nature of the accounts, history of collectability, past relationships and various other mitigating factors. Accounts receivable from residents are typically due within 30 days and stated at amounts due from residents net of an allowance for doubtful accounts. Accounts receivable from marina customers are stated at amounts due from marina customer net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. We evaluate the recoverability of our receivables whenever events occur or there are changes in circumstances such that management believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan and lease agreements. Receivables related to community rents are reserved when we believe that collection is less than probable, which is generally after a resident balance reaches 60 to 90 days past due. Receivables related to our marina rents are reserved when we believe that collection is less than probable, which is generally 50 percent for Dockmaster receivable balances over 180 days, and 60 percent after the balance reaches 60 days past due for all other receivables.
Refer to Note 4, “Notes and Other Receivables,” for additional detail on receivables.
Refer to Note 19, “Recent Accounting Pronouncements,” for additional detail on the adoption of CECL.
Goodwill
We account for goodwill pursuant to ASC 350, “Intangibles-Goodwill and Other.”ASC 350-20, “Goodwill and Other”allows entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit (i.e. the first step of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more-likely-than-not greater than the carrying amount, a quantitative calculation would not be needed. Goodwill represents the excess of costs of an acquired business over the fair value of the identifiable assets acquired less identifiable liabilities assumed. Goodwill is not amortized. Goodwill is tested for impairment at the operating segment level. If the fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. We assess our goodwill for impairment on an annual basis or more frequently if events or changes in circumstances arise and impairment indicators are identified. As of December 31, 2020, we recognized $428.8 million of goodwill from the acquisition of Safe Harbor and other marinas accounted for as business combination. The goodwill is attributable to the intellectual capital and going concern value of the acquired business.
Goodwill is deductible for income tax purposes. As such, the goodwill portion allocated to our taxable REIT subsidiary entities will reduce their taxable income. Given that REITs do not customarily report any taxable income (due to the dividends paid deduction), we do not expect any significant tax benefits arising from the goodwill allocable to the REIT.
The carrying amount of goodwill is separately disclosed on our Consolidated Balance Sheets. Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional information on goodwill.
Other Intangible Assets
The Company amortizesIntangible assets with finite lives - we amortize identified intangible assets that are determined to have finite lives over the period the assets are expected to contribute directly or indirectly to the future cash flows of the property or business.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Trademarks and trade names - we account for trademarks and trade names pursuant to ASC 350, “Intangibles-Goodwill and Other.”All trademarks and trade names have an indefinite useful life except for one that has a finite useful life. Trademarks and trade names with finite lives are amortized over their useful life. Trademarks and trade names with indefinite-lives are not amortized. Trademarks and Trade names are reviewed for impairment on an annual basis or more frequently if indicators of impairment are identified. We first review qualitative factors to determine if a quantitative impairment test is necessary. If the qualitative assessment reveals that it’s “more likely than not” that the asset is impaired, a calculation of the fair value is performed and the asset is written down to its implied fair value, if it is lower than its carrying amount. As of December 31, 2020, we recognized $99.8 million of trademarks and trade names in relation to the acquisition of Safe Harbor and other marinas accounted for as business combinations.
The carrying amounts of the other identified intangible assets are included in Other intangible assets, net on our Consolidated Balance Sheets. Refer to Note 6, “5, “Goodwill and Other Intangible Assets,,” for additional information.information on other intangibles.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Taxes
We are subject to certain state taxes that are considered to be income taxes and have certain subsidiaries that are taxed as regular corporations for U.S. (i.e., federal, state, local, etc.) and non-U.S. income tax purposes. Deferred tax assets or liabilities are recognized for temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements and net operating loss carryforwards in certain subsidiaries, including those domiciled in foreign jurisdictions, which may be realized in future periods if the respective subsidiary generates sufficient taxable income. Deferred tax assets and liabilities are measured using currently enacted tax rates. A valuation allowance is established if, based on the available evidence, it is considered more likely than not that some portion or all of the deferred tax assets will not be realized. Refer to Note 13, “Income12, “Income Taxes,,” for additional information.
Deferred Financing Costs
Deferred financing costs include fees and costs incurred to obtain long-term financing. The costs are amortized over the terms of the respective loans. Unamortized deferred financing costs are written off when debt is retired before the maturity date. Upon amendment of the line of credit or refinancing of mortgage debt, unamortized deferred financing costs and discount and premium costs are accounted for in accordance with FASB Accounting Standards Codification (“ASC”) 470-50-40,
“Modifications and Extinguishments.” At December 31, 2019 and 2018, $4.5 million and $4.7 million of line of credit deferred financing costs, respectively, were presented as a component of Other asset, net on the Consolidated Balance Sheets. At December 31, 2019 and 2018, $7.9 million and $2.4 million of deferred financing costs and discount and premium costs, respectively, were netted and presented as a component of Mortgage loans payable on the Consolidated Balance Sheets.
Temporary Equity
Temporary equity includes preferred securities that are redeemable for cash at the option of the holder or upon the occurrence of an event that is not solely within our control based on a fixed or determinable price. These preferred securities are not mandatorily redeemable for cash nor do they contain a fixed maturity date. Temporary equity is classified between Liabilities and Stockholders’ Equity on the Consolidated Balance Sheets.
Share-Based Compensation
Share-based compensation cost for service vesting restricted stock awards is measured based on the closing share price of our common stock on the date of grant. We measure the fair value of awards with performance conditions based on an estimate of shares expected to vest using the closing price of our common stock as of the grant date. If it is not probable that the performance conditions will be satisfied, we do not recognize compensation expense. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. We recognize compensation cost ratably over each tranche of shares based on the fair value estimated by the model.
Share-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Binomial (lattice) option-pricing model. The Binomial (lattice) option-pricing model incorporates various assumptions including expected volatility, expected life, dividend yield, and interest rates. Refer to Note 11, “Share-Based10, “Share-Based Compensation,” for additional information.
Fair Value of Financial Instruments
Our financial instruments consist of cash, cash equivalents and restricted cash, accounts and notes receivable, marketable securities, accounts payable, debt, and contingent consideration liability. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to FASB ASC 820, “Fair“Fair Value Measurements and Disclosures.”
ASC 820 requires disclosure regarding determination of fair value for assets and liabilities and establishes a three-tiered fair value hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumption. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:
Level 1 - Quoted unadjusted prices for identical instruments in active markets that we have the ability to access;
Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) in active markets or can be corroborated by observable market data; and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use.
Refer to Note 16, “Fair15, “Fair Value of Financial Instruments,,” for additional information regarding the estimateson methods and assumptions used to estimate the fair value of each financial instrument class.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition
Rental income attributable toAs a real estate owner and operator, the majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842 “Leases.” We account for all revenue from contracts with customers following ASC 606, “Revenue from Contracts with Customers” except for those that are within the scope of other topics in the FASB accounting standards codification. The core principle of ASC 606 is recordedthat an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five-step transactional analysis is required to determine how and when to recognize revenue. For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services. Refer to Note 2, “Revenue,” for additional information.
Income from real property at our MH and RV properties is revenue from residents and guests in our communities who lease the site on a straight-line basis when earned from tenants. The majority of ourwhich their home or RV is located, and either own or lease their home. Resident leases entered into by tenants are generally for one year terms,one-year, but may range from month-to-month to two yearsyear terms and are renewable by mutual agreement from us andbetween the resident,parties, or in some cases, as provided by state statute. A small portion of tenant leases are for greater than two years. Revenue from site and home leases falls under the salescope of ASC 842, and is accounted for as operating leases with straight-line recognition. Income from real property includes income from site leases for annual MH residents, site leases for annual RV residents and site rentals to transient RV residents. Non-lease components of our site lease contracts, which are primarily provision of utility services, are accounted for with the site lease as a single lease under ASC 842. Additionally, we include collections of real estate taxes from residents within Income from real property.
Income from real property also includes rental income attributable to our marinas that consists primarily of storage lease revenues, slip rental revenues, and commercial lease income. The majority of our storage space leases and slip rental have annual terms that are generally billed seasonally and are renewable by mutual agreement between the parties. Storage space leases and slip rentals are paid annually, seasonally, quarterly, monthly, or transient by night. Storage lease revenues are typically earned on a monthly basis over the course of the term of the lease. Similar to storage leases, slip rental revenues are recognized as earned on a monthly basis during the sliprental season. When payment is received in advance of being earned, those amounts are classified as deferred revenues. Commercial lease income is typically earned on a monthly basis. We recognize lease income on a straight-line basis when rental agreements contain material escalation clauses. Additionally, rental income which includes boat and lodging rentals is included in Income from real property. Income from boat and lodging rentals is earned when services have been rendered. Similarly, retail, fuel, restaurant, and service revenues are earned when items are purchased or services are rendered and are included in Income from real properties. Those revenues are recognized net of taxes collected from customers and submitted to taxing authorities.
Revenue from home sales - our taxable REIT subsidiary, SHS, sells manufactured homes is recognized upon transferto current and prospective residents in our communities. We recognize revenue for home sales pursuant to ASC 606 as manufactured homes are tangible personal property that can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate and we therefore do not consider them to be subject to the guidance in ASC 360-20 “Real Estate Sales.” In accordance with the core principle of titleASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we have no remaining performance obligation. As of December 31, 2020, and December 31, 2019, we had $23.6 million and $20.9 million, respectively, of receivables from contracts with customers, which consists of home sales transaction. Interest incomeproceeds, and are presented as a component of Notes and other receivables, net on notes receivable is recorded on a level yield basis over the lifeour Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of the notes.manufactured homes. We report real estate taxes collected from residents and remitted to taxing authorities in revenue. On January 1, 2018,
Rental home revenue - is comprised of rental agreements whereby we adopted ASU 2014-09 “lease homes to residents in our communities. We account for these revenues under ASC 842.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ancillary revenueRevenue - is primarily composed of proceeds from Contractsrestaurant, golf, merchandise, retail, fuel, service and other activities at our RV resorts and marinas, and is included in the scope of ASC 606. Revenues are recognized at the point of sale when control of the good or service transfers to the customer and our performance obligation has been satisfied. In addition, leasing of short-term vacation home rentals is included within ancillary revenue and falls within the scope of ASC 842. Marina rental income, which includes boat rentals, is included in ancillary revenue, and is earned when the customer takes control of good or service. Sales and other taxes that we collect concurrent with Customers (Topic 606)” revenue-producing activities are excluded from the transaction price.
Interest income - is earned primarily on our notes receivable, which include installment notes receivables on manufactured homes purchased by us from loan originators and notes receivable from real estate developers. Interest income on these receivables is accrued based on the related updates subsequently issued byunpaid principal balances of the FASB. The adoptionunderlying loans on a level yield basis over the life of ASU 2014-09 didthe loans. Interest income is not result in any changes to our accounting policies for revenue recognition.the scope of ASC 606. Refer to Note 2, “Revenue,4, “Notes and Other Receivables,” for additional information.
Brokerage commissions and other revenues - comprise (a) brokerage commissions at our marinas, and (b) brokerage commissions for sales of manufactured homes at our MH and RV properties, where we act as agent and arrange for a third party to transfer a manufactured home, a park model or a boat to a customer within one of our properties. Brokerage commission revenues are recognized on a net basis at closing, when the transaction is completed and our performance obligations have been fulfilled. Other revenues primarily include management fee revenue earned from managing third party owned marinas.
Advertising Costs
Advertising costs are expensed as incurred. As of December 31, 2020, 2019 2018 and 2017,2018, we had advertising costs of $8.3 million, $6.7 million $6.2 million and $5.9$6.2 million, respectively.
Depreciation and Amortization
Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets. Useful lives are thirtyassets, ranging from three months to 40 years for land improvements and buildings, ten years for rental homes, seven years for furniture, fixtures and equipment, four years for computer hardware and software, and seven years to twenty years for intangible assets.
depending upon the asset classification.
| | | | | | | | | | | | | | |
Asset lives | | Useful Life |
Land improvement and building | | 15 years | - | 40 years |
Rental homes | | 10 years |
Furniture, fixtures and equipment | | 5 years | - | 30 years |
Computer hardware and software | | 3 years | - | 5 years |
Dock improvements | | 15 years | - | 40 years |
Site improvements | | 7 years | - | 40 years |
Leasehold improvement | | Lesser of lease term or useful life of assets |
In-place leases | | 3 months | - | 13 years |
Slip in-place leases | | 6 months | - | 7 months |
Goodwill | | Indefinite |
Non - competition agreements | | 5 years |
Trademarks and trade names | | Various(1) |
Customer Relationships | | 1 year | - | 7.5 years |
Franchise agreements and other intangible assets | | 4.5 years | - | 20 years |
(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.
Foreign Currency
The assets and liabilities of our Australian and Canadian operations, where the functional currency is the Australian dollar and Canadian dollar, are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Income statement amounts are translated at the average exchange rate prevailing during the period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss). Foreign currency exchange gains and losses arising from fluctuations in currency exchange rates on transactions and the effects of remeasurement of monetary balances denominated in currencies other than the functional currency are recorded in earnings.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2019,2020, we recorded a foreign currency translation gain of $4.5$8.0 million within Other income / (expense), net on our Consolidated Statements of Operations, as compared to a foreign currency translation lossgain of $8.4$4.6 million for the year ended December 31, 20182019 and $5.9$8.2 million foreign currency translation gainloss for the year ended December 31, 2017.2018 on our Consolidated Statements of Operations.
Accounting for leases
In February 2016, the FASB issued ASC 2016-02 codified in ASC Topic 842, “Leases,” which amends the guidance in former ASC Topic 840, Leases. On January 1, 2019, we adopted ASC 2016-02. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right of-use (“ROU”) assets and lease liabilities on the balance sheets for those leases classified as operating leases and disclose key information about leasing arrangements. At adoption, we elected the package of practical expedients, which permits us not to reassess expired or existing contracts containing a lease, the lease classification for expired or existing contracts, initial direct costs for any existing leases. We elected not to allocate lease obligation between lease and non-lease components of our agreements for both leases where we are a lessor and leases where we are a lessee. We did not elect the hindsight practical expedient, which permits us to use hindsight in determining the lease terms and impairment implications. We did not elect to use a portfolio approach in the valuation of ROU assets and corresponding liabilities. Some ROU assets include an extension option, which is included in the ROU assets and liabilities only if we are reasonably certain to exercise the option.
Lessee Accounting
We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for executive office spaces, groundland and submerged land under non-cancelable operating leases at certain communities,properties, executive office spaces, and certain equipment leases. The ROU asset and liabilities are included within Other assets, net and Other liabilities on the Consolidated Balance Sheets.
For operating leases with a term greater than one year, the company recognizeswe recognize the ROU assets and liabilities related to the lease payments on the Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The ROU assets represent our right to use the underlying assets for the term of the lease and the lease liabilities represent our obligation to make lease payments arising for the agreements. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The ROU asset is periodically reduced by impairment losses. As of December 31, 2019,2020, we have not encountered any impairment losses. Variable lease payments, except for the ones that depend on index or rate, are excluded from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the Consolidated Statements of Operations in the period in which they are incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. The lease liability costs are amortized over the straight-line method over the term of the lease. Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset or liability recognized on the Consolidated Balance Sheets.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Finance leases where we are the lessee are included in Other assets, net and Other liabilities on our Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For finance leases the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. ROU assets are periodically reduced by impairment losses. As of December 31, 2019,2020, we have not encountered anyhad no impairment losses. Refer to Note 19, “Leases17, “Leases,” for information regarding leasing activities.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lessor Accounting
2. Revenue
Our income from real property and rental home revenue at our MH and RV properties is derived from rental agreements where we are the lessor. Our recognition of rental revenue remains mainly consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. ASC 842 limits the definition of initial direct costs to only the incremental costs of signing a lease. Internal sales employees’ compensation, payroll-related fringe benefits, certain legal fees rendered prior to the execution of a lease, negotiation costs, advertising and other origination effort costs no longer meet the definition of initial direct costs under the new standard, and therefore are accounted for as general and administrative expense in our Consolidated Statements of Operations. ASC 842 permits the capitalization of direct commission costs.
Our MH and RV sites are typically leased to customers on an annual basis. Seasonal RV sites are generally leased to customers for a period less than one year. Transient RV sites are leased to customers on a short-term basis. In addition, customers may lease homes that are located in our MH communities.
Our MH and RV leases with customers are classified as operating leases. Lease income from tenants is recognized on a straight-line basis over the terms of the relevant lease agreement and is included within Income from real property, Rental home revenue and Ancillary revenue on the Consolidated Statements of Operations. When collectability is not reasonably assured, the resident is placed on non-accrual status and revenue is recognized when cash payments are received.
Rental income from customers for wet slips and dry storage spaces at our marinas, is accounted for pursuant to ASC 842. Wet slips and dry storage spaces are typically leased to customers on an annual basis. Seasonal wet slips and dry storage spaces are generally leased to customers for a period less than one year. Transient wet slips and dry storage spaces are leased to customers on a short-term basis. Our wet slips and dry storage space leases are classified as operating leases with lease income recognized over the term of the respective operating lease or the length of a customer's stay.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Revenue
Disaggregation of Revenue
The following table disaggregates our revenue by major source (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Revenues | | | | | | | | | | | | | | | | | |
Income from real property | $ | 925,664 |
| | $ | — |
| | $ | 925,664 |
| | $ | 825,973 |
| | $ | — |
| | $ | 825,973 |
| | $ | 742,228 |
| | $ | — |
| | $ | 742,228 |
|
Revenue from home sales | — |
| | 181,936 |
| | 181,936 |
| | — |
| | 166,031 |
| | 166,031 |
| | — |
| | 127,408 |
| | 127,408 |
|
Rental home revenue | — |
| | 57,572 |
| | 57,572 |
| | — |
| | 53,657 |
| | 53,657 |
| | — |
| | 50,549 |
| | 50,549 |
|
Ancillary revenue | 66,881 |
| | — |
| | 66,881 |
| | 54,107 |
| | — |
| | 54,107 |
| | 37,511 |
| | — |
| | 37,511 |
|
Interest income | 17,857 |
| | — |
| | 17,857 |
| | 20,852 |
| | — |
| | 20,852 |
| | 21,180 |
| | (1 | ) | | 21,179 |
|
Brokerage commissions and other revenues, net | 14,127 |
| | — |
| | 14,127 |
| | 6,205 |
| | — |
| | 6,205 |
| | 3,695 |
| | — |
| | 3,695 |
|
Total Revenues | $ | 1,024,529 |
| | $ | 239,508 |
| | $ | 1,264,037 |
| | $ | 907,137 |
| | $ | 219,688 |
| | $ | 1,126,825 |
| | $ | 804,614 |
| | $ | 177,956 |
| | $ | 982,570 |
|
Revenue Recognition Policies and Performance Obligations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Revenues | | | | | | | | | | | | | | | | | |
Income from real property | $ | 1,030,636 | | | $ | 0 | | | $ | 1,030,636 | | | $ | 914,907 | | | $ | 0 | | | $ | 914,907 | | | $ | 816,830 | | | $ | 0 | | | $ | 816,830 | |
Revenue from home sales | 0 | | | 175,699 | | | 175,699 | | | 0 | | | 181,936 | | | 181,936 | | | 0 | | | 166,031 | | | 166,031 | |
Rental home revenue | 0 | | | 62,646 | | | 62,646 | | | 0 | | | 57,572 | | | 57,572 | | | 0 | | | 53,657 | | | 53,657 | |
Ancillary revenue | 102,017 | | | 0 | | | 102,017 | | | 77,638 | | | 0 | | | 77,638 | | | 63,250 | | | 0 | | | 63,250 | |
Interest income | 10,119 | | | 0 | | | 10,119 | | | 17,857 | | | 0 | | | 17,857 | | | 20,852 | | | 0 | | | 20,852 | |
Brokerage commissions and other revenues, net | 17,230 | | | 0 | | | 17,230 | | | 14,127 | | | 0 | | | 14,127 | | | 6,205 | | | 0 | | | 6,205 | |
Total Revenues | $ | 1,160,002 | | | $ | 238,345 | | | $ | 1,398,347 | | | $ | 1,024,529 | | | $ | 239,508 | | | $ | 1,264,037 | | | $ | 907,137 | | | $ | 219,688 | | | $ | 1,126,825 | |
On January 1, 2018, we adopted FASB Accounting Standards Update (“ASU”) 2014-09 “
Revenue
Our revenue consists primarily of income from Contracts with Customers”real property at our MH, RV and themarinas properties, revenue from home sales, rental home revenue, ancillary revenue, interest income, brokerage commissions and other related ASUs and amendments to the codification (collectively “ASC 606”). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five-step transactional analysis is required to determine how and when to recognize revenue. ASC 606 applies to all contracts with customers, except those that are within the scope of other topics in the FASB accounting standards codification.
As a real estate owner and operator, theThe majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842842. We account for all revenue from contracts with customers following ASC 606, “LeasesRevenue from Contracts with Customers.” For transactions inexcept for those that are within the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer,other topics in the amount that we expectFASB accounting standards codification. Refer to receiveNote 1, “Significant Accounting Policies,” for the transfer of goods or provision of services. The adoption of ASC 606 did not result in any change to the timing and pattern of revenue recognition. Accordingly, retrospective application to prior periods or a cumulative catch-up adjustment was unnecessary.additional information.
Income from real property
F - Residents in our communities lease the site on which their home is located, and either own or lease their home. Resident leases are generally for one-year or month-to-month terms and are renewable by mutual agreement from us and the resident, or in some cases, as provided by jurisdictional statute. Lease revenues for sites and homes fall under the scope of ASC 842, and are accounted for as operating leases with straight-line recognition. Income from real property includes income from site leases for annual MH residents, site leases for annual recreational vehicle RV residents and site rentals to transient RV residents. Non-lease components of our site lease contracts, which are primarily provision of utility services, are accounted for with the site lease as a single lease under ASC 842. Additionally, we include collections of real estate taxes from residents within Income from real property.21
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue from home sales - Our taxable REIT subsidiary, SHS, sells manufactured homes to current and prospective residents in our communities. Prior to adoption of ASC 606, we recognized revenue for home sales pursuant to ASC 605 “Revenue Recognition,” as manufactured homes are tangible personal property that can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate and were therefore not considered to be subject to the guidance in ASC 360-20 “3. Real Estate SalesAcquisitions and Dispositions
2020 Acquisitions and dispositions
Communities
For the year ended December 31, 2020, we acquired the following MH communities and RV resorts and portfolios:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | | Acquisition Type | | Property Type | | Sites | | | | State | | Month Acquired |
Cape Cod(1) | | Asset acquisition | | RV | | 230 | | | | | MA | | January |
Jellystone Natural Bridge | | Asset acquisition | | RV | | 299 | | | | | VA | | February |
Forest Springs(2) | | Asset acquisition | | MH | | 372 | | | | | CA | | May |
Crown Villa | | Asset acquisition | | RV | | 123 | | | | | OR | | June |
Flamingo Lake | | Asset acquisition | | RV | | 421 | | | | | FL | | July |
Woodsmoke | | Asset acquisition | | RV | | 300 | | | | | FL | | September |
Jellystone Lone Star | | Asset acquisition | | RV | | 344 | | | | | TX | | September |
El Capitan & Ocean Mesa(3)(4) | | Asset acquisition | | RV | | 266 | | | | | CA | | September |
Highland Green Estates & Troy Villa(4) | | Asset acquisition | | MH | | 1,162 | | | | | MI | | September |
Gig Harbor | | Asset acquisition | | RV | | 115 | | | | | WA | | November |
Maine MH Portfolio(5) | | Asset acquisition | | MH | | 1,083 | | | | | ME | | November |
Mouse Mountain | | Asset acquisition | | MH / RV | | 304 | | | | | FL | | December |
Lakeview Mobile Estates | | Asset acquisition | | MH | | 296 | | | | | CA | | December |
Shenandoah Acres | | Asset acquisition | | RV | | 522 | | | | | VA | | December |
Jellystone at Barton Lake | | Asset acquisition | | RV | | 555 | | | | | IN | | December |
Kittatinny(4) | | Asset acquisition | | RV | | 527 | | | | | NY & PA | | December |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | Total | | 6,919 | | | | | | | |
(1) ” by the Company. In accordanceconjunction with the core principle of ASC 606,acquisition, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we have no remaining performance obligation.
Rental home revenue - is comprised of rental agreements whereby we lease homes to residents in our communities. We account for these revenues under ASC 842.
Ancillary revenue - is primarily composed of proceeds from restaurant, golf, merchandise and other activities at our RV communities and is included in the scope of ASC 606. Revenues are recognized at point of sale when control of the good or service transfers to the customer and our performance obligation is satisfied. In addition, leasing of short-term vacation home rentals is included within Ancillary revenue and falls within the scope of ASC 842. Sales and other taxes that we collect concurrent with revenue-producing activities are excluded from the transaction price.
Interest income - is earned primarily on our notes receivables, which includes installment loans for manufactured homes purchased by the Company from loan originators. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Interest income is not in the scope of ASC 606. Refer to Note 5, “Notes and Other Receivables” for additional information.
Broker commissions and other revenues, net - is primarily comprised of brokerage commissions for sales of manufactured homes, where we act as agent and arrange for a third party to transfer a manufactured home to a customer within one of our communities. Brokerage commission revenues are recognized on a net basis at closing, when the transaction is completed and our performance obligations have been fulfilled. Loan loss reserve expenses for our notes receivables are also included herein. Refer to Note 5, “Notes and Other Receivables” for additional information regarding our loan loss reserves.
Contract Balances
issued Series E preferred OP units. As of December 31, 2019,2020, 90,000 Series E preferred OP units were outstanding.
(2) In conjunction with the acquisition, we issued Series F preferred OP units and common OP units. As of December 31, 2018,2020, 90,000 Series F preferred OP units, specific to this acquisition, were outstanding.
(3) In conjunction with the acquisition, we had $20.9 millionissued Series G preferred OP units. As of December 31, 2020, 240,710 Series G preferred OP units were outstanding.
(4) Includes two communities.
(5) Includes six communities.
For the year ended December 31, 2020, we acquired the following marinas and $16.1 million, respectively,portfolios:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | | Acquisition Type | | Property Type | | | Wet Slips & Dry Storage Spaces | | | | | | State | | Month Acquired |
Safe Harbor Marinas(1) | | Business combination | | Marina | | | 37,305 | | | | | | | Various | | October |
Hideaway Bay(2) | | Business combination | | Marina | | | 628 | | | | | | | GA | | November |
Anacapa Isle(2) | | Business combination | | Marina | | | 453 | | | | | | | CA | | December |
Annapolis | | Asset acquisition | | Marina | | | 184 | | | | | | | MD | | December |
Wickford | | Asset acquisition | | Marina | | | 60 | | | | | | | RI | | December |
Rybovich Portfolio(3) | | Business combination | | Marina | | | 78 | | | | | | | FL | | December |
Rockland | | Asset acquisition | | Marina | | | 173 | | | | | | | ME | | December |
| | | | | | | | | | | | | | | |
| | Total | | | | | 38,881 | | | | | | | | | |
(1) Includes 99 owned marinas located in 22 states. In conjunction with the acquisition, we issued Series H preferred OP units. As of receivables from contractsDecember 31, 2020, 581,407 Series H preferred OP units were outstanding.
(2) Acquired in connection with customers. Receivables from contractsSafe Harbor Marinas acquisition. Transfer of marinas was contingent on receiving third party consents.
(3) Includes two marinas. In conjunction with customers are presented as a componentthe acquisition, we issued Series I preferred OP units. As of Notes and other receivables, net on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes. Due to the nature of our revenue from contracts with customers, we do not have material contract assets or liabilities that fall under the scope of ASC 606.December 31, 2020, 922,000 Series I preferred OP units were outstanding.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed for the year ended December 31, 2020 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of manufactured homes | | Intangible assets, net | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consider - ation |
Cape Cod | $ | 13,350 | | | $ | 0 | | | $ | 150 | | | $ | (295) | | | $ | 13,205 | | | $ | 4,205 | | | $ | 0 | | | $ | 9,000 | | | $ | 13,205 | |
Jellystone Natural Bridge | 11,364 | | | 0 | | | 80 | | | (391) | | | 11,053 | | | 11,053 | | | 0 | | | 0 | | | 11,053 | |
Forest Springs | 51,949 | | | 1,337 | | | 2,160 | | | (107) | | | 55,339 | | | 36,260 | | | 0 | | | 19,079 | | | 55,339 | |
Crown Villa | 16,792 | | | 0 | | | 0 | | | (230) | | | 16,562 | | | 16,562 | | | 0 | | | 0 | | | 16,562 | |
Flamingo Lake | 34,000 | | | 0 | | | 0 | | | (155) | | | 33,845 | | | 33,845 | | | 0 | | | 0 | | | 33,845 | |
Woodsmoke | 25,120 | | | 40 | | | 840 | | | (461) | | | 25,539 | | | 25,539 | | | 0 | | | 0 | | | 25,539 | |
Jellystone Lone Star | 21,000 | | | 0 | | | 0 | | | (703) | | | 20,297 | | | 20,297 | | | 0 | | | 0 | | | 20,297 | |
El Capitan & Ocean Mesa | 69,690 | | | 0 | | | 0 | | | (10,321) | | | 59,369 | | | 32,108 | | | 0 | | | 27,261 | | | 59,369 | |
Highland Green Estates & Troy Villa | 60,988 | | | 1,679 | | | 2,030 | | | (15) | | | 64,682 | | | 64,682 | | | 0 | | | 0 | | | 64,682 | |
Gig Harbor | 15,250 | | | 0 | | | 0 | | | (22) | | | 15,228 | | | 15,228 | | | 0 | | | 0 | | | 15,228 | |
Maine MH Portfolio | 79,890 | | | 0 | | | 1,359 | | | 30 | | | 81,279 | | | 72,479 | | | 8,800 | | | 0 | | | 81,279 | |
Mouse Mountain | 15,500 | | | 0 | | | 0 | | | (4) | | | 15,496 | | | 15,496 | | | 0 | | | 0 | | | 15,496 | |
Lakeview Mobile Estates | 23,750 | | | 0 | | | 0 | | | (72) | | | 23,678 | | | 23,678 | | | 0 | | | 0 | | | 23,678 | |
Shenandoah Acres | 17,000 | | | 0 | | | 0 | | | (197) | | | 16,803 | | | 16,803 | | | 0 | | | 0 | | | 16,803 | |
Jellystone at Barton Lake | 24,000 | | | 0 | | | 0 | | | (397) | | | 23,603 | | | 23,603 | | | 0 | | | 0 | | | 23,603 | |
Kittatinny Portfolio | 16,250 | | | 0 | | | 0 | | | 29 | | | 16,279 | | | 16,279 | | | 0 | | 0 | | | 16,279 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total | $ | 495,893 | | | $ | 3,056 | | | $ | 6,619 | | | $ | (13,311) | | | $ | 492,257 | | | $ | 428,117 | | | $ | 8,800 | | | $ | 55,340 | | | $ | 492,257 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amount of assets net of liabilities assumed at the acquisition date, and the consideration paid for the acquisitions completed at our marina for the year ended December 31, 2020 (in thousands):
3.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of Boats parts and retail related Items | | Goodwill and other intangible assets, net | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consideration |
Asset Acquisition | | | | | | | | | | | | | | | | |
Mears Annapolis | 24,354 | | | 0 | | | 6,922 | | | (546) | | | 30,730 | | | 30,730 | | | 0 | | | 0 | | | 30,730 | |
Wickford | 3,468 | | | 0 | | | 42 | | | (121) | | | 3,389 | | | 3,389 | | | 0 | | | 0 | | | 3,389 | |
Rockland(1) | 14,387 | | | 48 | | | 1,097 | | | (369) | | | 15,163 | | | 15,163 | | | 0 | | | 0 | | | 15,163 | |
Business Combination(2) | | | | | | | | | | | | | | | | |
Safe Harbor Marinas (1) | $ | 1,643,879 | | | $ | 5,700 | | | $ | 418,033 | | | $ | (26,831) | | | $ | 2,040,781 | | | $ | 1,141,797 | | | $ | 829,000 | | | $ | 69,984 | | | $ | 2,040,781 | |
Hideaway Bay(1) | 26,218 | | | 23 | | | 7,242 | | | (1,077) | | | 32,406 | | | 32,406 | | | 0 | | | 0 | | | 32,406 | |
Anacapa Isle(1) | 10,924 | | | 0 | | | 3,146 | | | 60 | | | 14,130 | | | 14,130 | | | 0 | | | 0 | | | 14,130 | |
Rybovich Portfolio(1) | 128,356 | | | 622 | | | 245,546 | | | (2,037) | | | 372,487 | | | 258,123 | | | 0 | | | 114,364 | | | 372,487 | |
| | | | | | | | | | | | | | | | | |
Total | $ | 1,851,586 | | | $ | 6,393 | | | $ | 682,028 | | | $ | (30,921) | | | $ | 2,509,086 | | | $ | 1,495,738 | | | $ | 829,000 | | | $ | 184,348 | | | $ | 2,509,086 | |
(1) Real Estate AcquisitionsPurchase price allocations are preliminary as of December 31, 2020, subject to revision based on final purchase price allocations.
(2) Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional detail on goodwill and other intangible assets.
As of December 31, 2020, we have incurred $23.0 million of expensed business combination transaction cost (in relation to the acquisition Safe Harbor, Hideaway Bay, Anacapa Isle, and the Safe Harbor Rybovich Portfolio, as each such acquisition meets the criteria to be accounted for as business combination), and $13.4 million of capitalized transaction costs for asset acquisitions which have been allocated among the various categories above.
Refer to Note 20, “Subsequent Events,” for information regarding real estate acquisition activity after December 31, 2020.
The total amount of Revenues and Net income (loss) included in the Consolidated Statements of Operations for the year ended December 31, 2020, related to business combinations completed in 2020 are set forth in the following table (in thousands):
| | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | |
Total revenues | | $ | 47,276 | | | |
Net income / (loss) | | $ | (8,524) | | | |
The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2020 and 2019, as if the properties acquired in 2020 had been acquired on January 1, 2019, for our 2020 acquisitions that meet the definition of business combination. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on January 1, 2019 (in thousands, except per-share data):
| | | | | | | | | | | | | | |
| | Year Ended (unaudited) |
| | December 31, 2020 | | December 31, 2019 |
Total revenues | | $ | 1,780,891 | | | $ | 1,701,566 | |
Net income attributable to Sun Communities, Inc. common stockholders | | $ | 147,041 | | | $ | 187,433 | |
Net income per share attributable to Sun Communities, Inc. common stockholders - basic | | $ | 1.51 | | | $ | 2.12 | |
Net income per share attributable to Sun Communities, Inc. common stockholders - diluted | | $ | 1.51 | | | $ | 2.11 | |
Land for Expansion / Development
During the year ended December 31, 2020, we acquired 8 land parcels which are located in Orange Beach, Alabama; Jensen Beach, Florida; Citra Lakes, Florida; Comal County, Texas and Menifee, California for total consideration of $9.7 million. NaN of the land parcels are adjacent to existing communities.
Dispositions
On July 1, 2020, we sold a manufactured housing community located in Montana, containing 226 sites, for $12.6 million. The gain from the sale of the property was approximately $5.6 million.
2019 Acquisitions
Communities
For the year ended December 31, 2019 we acquired the following communities and portfolios:
|
| | | | | | | | | | | | |
Community Name | | Type | | Sites | | Development Sites | | State | | Month Acquired |
Slickrock Campground | | RV | | 193 |
| | — |
| | UT | | December |
Pandion Ridge | | RV | | 142 |
| | 351 |
| | AL | | November |
Jensen Portfolio (1) | | MH | | 5,230 |
| | 466 |
| | Various | | October |
Glen Ellis | | RV | | 244 |
| | 40 |
| | NH | | September |
Leisure Point Resort (2) | | MH / RV | | 502 |
| | — |
| | DE | | September |
Reunion Lake | | RV | | 202 |
| | 69 |
| | LA | | July |
River Plantation | | RV | | 309 |
| | — |
| | TN | | May |
Massey’s Landing RV | | RV | | 291 |
| | — |
| | DE | | February |
Shelby Properties (3) | | MH | | 1,308 |
| | — |
| | MI | | February |
Buena Vista | | MH | | 400 |
| | — |
| | AZ | | February |
Country Village Estates (4) | | MH | | 518 |
| | — |
| | OR | | January |
Hid’n Pines RV | | RV | | 321 |
| | — |
| | ME | | January |
Hacienda del Rio | | MH (Age-Restricted) | | 730 |
| | — |
| | FL | | January |
| | Total | | 10,390 |
| | 926 |
| | | | |
communities:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | | Acquisition Type | | Type | | Sites | | Development Sites | | State | | Month Acquired |
Slickrock Campground | | Asset acquisition | | RV | | 193 | | | 0 | | | UT | | December |
Pandion Ridge | | Asset acquisition | | RV | | 142 | | | 351 | | | AL | | November |
Jensen Portfolio(1) | | Asset acquisition | | MH | | 5,230 | | | 466 | | | Various | | October |
Glen Ellis | | Asset acquisition | | RV | | 244 | | | 40 | | | NH | | September |
Leisure Point Resort(2) | | Asset acquisition | | MH / RV | | 502 | | | 0 | | | DE | | September |
Reunion Lake | | Asset acquisition | | RV | | 202 | | | 69 | | | LA | | July |
Sun Outdoors Sevierville Pigeon Forge | | Asset acquisition | | RV | | 309 | | | 0 | | | TN | | May |
Massey’s Landing RV | | Asset acquisition | | RV | | 291 | | | 0 | | | DE | | February |
Shelby Properties(3) | | Asset acquisition | | MH | | 1,308 | | | 0 | | | MI | | February |
Buena Vista | | Asset acquisition | | MH | | 400 | | | 0 | | | AZ | | February |
Country Village Estates(4) | | Asset acquisition | | MH | | 518 | | | 0 | | | OR | | January |
Hid’n Pines RV | | Asset acquisition | | RV | | 321 | | | 0 | | | ME | | January |
Hacienda del Rio | | Asset acquisition | | MH (Age-Restricted) | | 730 | | | 0 | | | FL | | January |
| | | | Total | | 10,390 | | | 926 | | | | | |
(1) Contains 31 communities located in CT, GA, MD, NH, NJ, NY, NC and SC. In conjunction with the acquisition, we issued 1,972,876 shares of common stock, net of fractional shares paid in cash.
(2) Contains 201 MH sites and 301 RV sites.
(3) Contains 2 MH communities.
(4) In conjunction with the acquisition, we issued Series D Preferredpreferred OP Units. As of December 31, 2019, 488,958 Series D Preferred OP Units were outstanding.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed for the year ended December 31,in 2019 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of manufactured homes | | In-place leases and other intangible assets | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consideration |
Slickrock Campground | $ | 8,250 |
| | $ | — |
| | $ | — |
| | $ | 8 |
| | $ | 8,258 |
| | $ | 8,258 |
| | $ | — |
| | $ | — |
| | $ | 8,258 |
|
Pandion Ridge | 19,070 |
| | — |
| | — |
| | (92 | ) | | $ | 18,978 |
| | 18,978 |
| | — |
| | — |
| | 18,978 |
|
Jensen Portfolio | 374,402 |
| | 3,605 |
| | 7,752 |
| | 3,938 |
| | $ | 389,697 |
| | 18,306 |
| | 58,000 |
| | 313,391 |
| | 389,697 |
|
Glen Ellis | 5,955 |
| | — |
| | — |
| | (79 | ) | | 5,876 |
| | 1,976 |
| | 3,900 |
| | — |
| | 5,876 |
|
Leisure Point Resort | 43,632 |
| | 18 |
| | 850 |
| | (678 | ) | | 43,822 |
| | 43,822 |
| | — |
| | — |
| | 43,822 |
|
Reunion Lake | 23,493 |
| | — |
| | — |
| | (1,153 | ) | | 22,340 |
| | 22,340 |
| | — |
| | — |
| | 22,340 |
|
River Plantation | 22,589 |
| | 75 |
| | — |
| | — |
| | 22,664 |
| | 22,664 |
| | — |
| | — |
| | 22,664 |
|
Massey's Landing | 36,250 |
| | — |
| | 220 |
| | (446 | ) | | 36,024 |
| | 36,024 |
| | — |
| | — |
| | 36,024 |
|
Shelby Properties | 85,969 |
| | 2,011 |
| | 6,520 |
| | (1,015 | ) | | 93,485 |
| | 93,485 |
| | — |
| | — |
| | 93,485 |
|
Buena Vista | 20,221 |
| | 439 |
| | 1,590 |
| | (93 | ) | | 22,157 |
| | 22,157 |
| | — |
| | — |
| | 22,157 |
|
Country Village | 62,784 |
| | — |
| | 2,020 |
| | 31 |
| | 64,835 |
| | 12,905 |
| | — |
| | 51,930 |
| | 64,835 |
|
Hid'n Pines | 10,680 |
| | — |
| | 70 |
| | (233 | ) | | 10,517 |
| | 10,517 |
| | — |
| | — |
| | 10,517 |
|
Hacienda del Rio | 111,971 |
| | 15 |
| | 3,280 |
| | (237 | ) | | 115,029 |
| | 115,029 |
| | — |
| | — |
| | 115,029 |
|
Total | $ | 825,266 |
| | $ | 6,163 |
| | $ | 22,302 |
| | $ | (49 | ) | | $ | 853,682 |
| | $ | 426,461 |
| | $ | 61,900 |
| | $ | 365,321 |
| | $ | 853,682 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of manufactured homes | | Intangible assets, net | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consideration |
Slickrock Campground | $ | 8,250 | | | $ | 0 | | | $ | 0 | | | $ | 8 | | | $ | 8,258 | | | $ | 8,258 | | | $ | 0 | | | $ | 0 | | | $ | 8,258 | |
Pandion Ridge | 19,070 | | | 0 | | | 0 | | | (92) | | | 18,978 | | | 18,978 | | | 0 | | | 0 | | | 18,978 | |
Jensen Portfolio | 374,402 | | | 3,605 | | | 7,752 | | | 3,938 | | | 389,697 | | | 18,306 | | | 58,000 | | | 313,391 | | | 389,697 | |
Glen Ellis | 5,955 | | | 0 | | | 0 | | | (79) | | | 5,876 | | | 1,976 | | | 3,900 | | | 0 | | | 5,876 | |
Leisure Point Resort | 43,632 | | | 18 | | | 850 | | | (678) | | | 43,822 | | | 43,822 | | | 0 | | | 0 | | | 43,822 | |
Reunion Lake | 23,493 | | | 0 | | | 0 | | | (1,153) | | | 22,340 | | | 22,340 | | | 0 | | | 0 | | | 22,340 | |
Sun Outdoors Sevierville Pigeon Forge | 22,589 | | | 75 | | | 0 | | | 0 | | | 22,664 | | | 22,664 | | | 0 | | | 0 | | | 22,664 | |
Massey's Landing | 36,250 | | | 0 | | | 220 | | | (446) | | | 36,024 | | | 36,024 | | | 0 | | | 0 | | | 36,024 | |
Shelby Properties | 85,969 | | | 2,011 | | | 6,520 | | | (1,015) | | | 93,485 | | | 93,485 | | | 0 | | | 0 | | | 93,485 | |
Buena Vista | 20,221 | | | 439 | | | 1,590 | | | (93) | | | 22,157 | | | 22,157 | | | 0 | | | 0 | | | 22,157 | |
Country Village | 62,784 | | | 0 | | | 2,020 | | | 31 | | | 64,835 | | | 12,905 | | | 0 | | | 51,930 | | | 64,835 | |
Hid'n Pines | 10,680 | | | 0 | | | 70 | | | (233) | | | 10,517 | | | 10,517 | | | 0 | | | 0 | | | 10,517 | |
Hacienda del Rio | 111,971 | | | 15 | | | 3,280 | | | (237) | | | 115,029 | | | 115,029 | | | 0 | | | 0 | | | 115,029 | |
Total | $ | 825,266 | | | $ | 6,163 | | | $ | 22,302 | | | $ | (49) | | | $ | 853,682 | | | $ | 426,461 | | | $ | 61,900 | | | $ | 365,321 | | | $ | 853,682 | |
As of December 31, 2019, the Companywe incurred $19.3 million of transaction costs which have been capitalized and allocated among the various categories above.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Land for Expansion / Development
During the year ended December 31, 2019, the Companywe acquired four land parcels which are located in New Braunfels, Texas; Petoskey, Michigan; Uhland, Texas and Hudson, Florida for total consideration of $7.7 million. Two of the land parcels are adjacent to existing communities. The land acquired for expansion and development have potential to add approximately 900 usable sites once constructed.
Ground Leases
In September 2019, the Companywe entered into a 66-year Temporary Occupancy and Use Permit with the Port of San Diego to construct and operate a new RV resort in Chula Vista. Refer to Note 19,17, “ Leases”Leases,” for disclosures on accounting treatment.
In August 2019, the Companywe acquired Chincoteague Island KOA RV Resort (“Chincoteague”), in Chincoteague Island, Virginia for total consideration of $19.5 million. The sellers of Chincoteague continue to operate the property. Refer to Note 19, “Leases”17, “Leases,” for disclosures on accounting treatment.
In April 2019, the Companywe acquired Strafford/Strafford / Lake Winnipesaukee South KOA RV Resort ("Strafford") in Strafford, New Hampshire for total consideration of $2.7 million. The sellers of Strafford continue to operate the property. Refer to Note 19, “Leases”17, “Leases,” for disclosures on accounting treatment.
In March 2019, the Companywe entered into a four-year Temporary Occupancy and Use Permit with the Port of San Diego to operate a RV resort located in Chula Vista, CA until such time as the Company constructs a new RV resort in the area. Concurrent with the transaction, we purchased tangible personal property from the prior owner of the RV resort for $0.3 million. Refer to Note 19.17, “Leases,” for disclosures on accounting treatment.
Refer to Note 21, “Subsequent Events” for information regarding real estate acquisition activity after December 31, 2019.
The total amount of revenues and net income included in the Consolidated Statements of Operations for the year ended December 31, 2019 related to the acquisitions completed in 2019 are set forth in the following table (in thousands):
|
| | | | |
| | Year Ended December 31, 2019 |
| | (unaudited) |
Total revenues | | $ | 42,715 |
|
Net income | | $ | 10,050 |
|
The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2019 and 2018, as if the properties acquired in 2019 had been acquired on January 1, 2018. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting.
The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on January 1, 2018 (in thousands, except per-share data):
|
| | | | | | | | |
| | Year Ended |
| | (unaudited) |
| | December 31, 2019 | | December 31, 2018 |
Total revenues | | $ | 1,298,096 |
| | $ | 1,194,093 |
|
Net income attributable to Sun Communities, Inc. common stockholders | | $ | 166,446 |
| | $ | 120,891 |
|
Net income per share attributable to Sun Communities, Inc. common stockholders - basic | | $ | 1.88 |
| | $ | 1.49 |
|
Net income per share attributable to Sun Communities, Inc. common stockholders - diluted | | $ | 1.87 |
| | $ | 1.47 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2018 Acquisitions
For the year ended December 31, 2018 we acquired the following communities:
|
| | | | | | | | | | | | |
Community Name | | Type | | Sites | | Development Sites | | State | | Month Acquired |
Leaf Verde RV Resort | | RV | | 376 |
| | — |
| | AZ | | October |
Archview | | RV | | 114 |
| | 50 |
| | UT | | August |
Petoskey KOA | | RV | | 210 |
| | — |
| | MI | | August |
The Sands RV and Golf Resort | | RV (Age Restricted) | | 507 |
| | — |
| | CA | | July |
Sun NG RV Resorts LLC (1)(2) | | RV | | 2,700 |
| | 940 |
| | Various | | June |
Silver Creek | | RV | | 264 |
| | 176 |
| | MI | | June |
Highway West (1) | | RV | | 536 |
| | — |
| | UT & OR | | June |
Compass RV | | RV | | 175 |
| | — |
| | FL | | May |
| | Total | | 4,882 |
| | 1,166 |
| | | | |
(1) Highway West and Sun NG RV Resorts LLC are comprised of 4 RV and 10 RV resorts, respectively.
(2) Refer to Note 8, “Consolidated Variable Interest Entities,” Note 9, “Debt and Lines of Credit,” and Note 10, “Equity and Temporary Equity” in our accompanying Consolidated Financial Statements for additional information.
The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed in 2018 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | In-place leases and other intangible assets | | Debt assumed | | Other liabilities, net | | Total identifiable assets acquired net of liabilities assumed | | Cash | | Preferred Equity - Sun NG Resorts | | Equity Interests - NG Sun LLC | | Total consideration |
Leaf Verde | $ | 11,587 |
| | $ | 60 |
| | $ | — |
| | $ | — |
| | $ | 11,647 |
| | $ | 11,647 |
| | $ | — |
| | $ | — |
| | $ | 11,647 |
|
Archview | 14,550 |
| | — |
| | — |
| | — |
| | 14,550 |
| | 14,550 |
| | — |
| | — |
| | 14,550 |
|
Petoskey KOA | 8,730 |
| | 270 |
| | — |
| | — |
| | 9,000 |
| | 9,000 |
| | — |
| | — |
| | 9,000 |
|
Sands | 13,790 |
| | 460 |
| | — |
| | — |
| | 14,250 |
| | 14,250 |
| | — |
| | — |
| | 14,250 |
|
Sun NG Resorts | 240,649 |
| | 16,339 |
| | (3,120 | ) | | (11,990 | ) | | 241,878 |
| | 184,625 |
| | 35,277 |
| | 21,976 |
| | 241,878 |
|
Silver Creek | 7,250 |
| | — |
| | — |
| | — |
| | 7,250 |
| | 7,250 |
| | — |
| | — |
| | 7,250 |
|
Highway West | 36,500 |
| | — |
| | — |
| | — |
| | 36,500 |
| | 36,500 |
| | — |
| | — |
| | 36,500 |
|
Compass | 13,930 |
| | 70 |
| | — |
| | — |
| | 14,000 |
| | 14,000 |
| | — |
| | — |
| | 14,000 |
|
Total | $ | 346,986 |
| | $ | 17,199 |
| | $ | (3,120 | ) | | $ | (11,990 | ) | | $ | 349,075 |
| | $ | 291,822 |
| | $ | 35,277 |
| | $ | 21,976 |
| | $ | 349,075 |
|
For the year ended December 31, 2018, we acquired the following land for expansion / development:
|
| | | | | | | | | | | | | |
Name | | Location | | Type | | Expansion / Development Sites | | Cost (millions) | | Month Acquired |
Ocean West | | McKinleyville, CA | | MH | | 26 |
| | $ | 0.2 |
| | December |
Water Oak Country Club Estates | | Lady Lake, FL | | MH | | 296 |
| | 1.9 |
| | November |
Oak Crest | | Austin, TX | | MH | | 220 |
| | 4.2 |
| | October |
Pecan Park | | Jacksonville, FL | | RV | | 158 |
| | 1.3 |
| | September |
Smith Creek Crossing | | Granby, CO | | MH | | 310 |
| | 0.9 |
| | September |
Apple Carr | | Egelston, MI | | MH | | 121 |
| | 0.2 |
| | May |
River Run | | Granby, CO | | MH / RV | | 1,144 |
| | 5.3 |
| | May |
| | | | Total | | 2,275 |
| | $ | 14.0 |
| | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Collateralized Receivables and Transfers of Financial Assets
Prior to November 2019, 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 had no further obligations or rights with respect to the control, management, administration, servicing, or collection of the installment notes receivable. However, we were 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 were considered to be a form of continuing involvement which precluded establishing legal isolation, a necessary condition for derecognition of a financial asset, and therefore these transferred loans did not meet the requirements for sale accounting. We continued to recognize these transferred loans and we also recognized the cash proceeds on our Consolidated Balance Sheets and referred to them as collateralized receivables and as secured borrowings on collateralized receivables respectively.
In November 2019, the facts and circumstances regarding the recourse provisions, to which we remain subject, evolved such that the purchasers become subject to substantive economic risk. Accordingly, we reassessed the legal isolation analysis in consultation with legal counsel, and concluded that the transaction now achieved the sale accounting requirements for the transferred notes receivable. Following the derecognition guidance, we (a) derecognized the transferred financial assets, (b) applied the guidance in ASC paragraphs 860-20-25-1 and 860-20-30-1 on recognition and measurement of assets obtained and liabilities incurred in the sale, and (c) recognized in earnings a $0.6 million gain on sale.
There was no balance of collateralized receivables at December 31, 2019. The balance of the collateralized receivables was $106.9 million (net of allowance of $0.8 million) as of December 31, 2018. The receivables had a weighted average interest rate and maturity of 9.9 percent and 14.1 years as of December 31, 2018.
There was no balance of secured borrowing as of December 31, 2019. The balance of the secured borrowing was $107.7 million as of December 31, 2018.
The amount of interest income and expense recognized was $8.0 million, $11.2 million and $13.2 million for the years ended December 31, 2019, 2018, and 2017, respectively.
The change in the aggregate gross principal balance of the collateralized receivables is as follows (in thousands):
|
| | | | | | | |
| December 31, 2019 | | December 31, 2018 |
Beginning balance | $ | 107,731 |
| | $ | 129,182 |
|
Principal payments and payoffs from our customers | (11,408 | ) | | (12,577 | ) |
Principal reduction from repurchased homes | (5,973 | ) | | (8,874 | ) |
Derecognition of collateralized receivables | (90,350 | ) | | — |
|
Total activity | (107,731 | ) | | (21,451 | ) |
Ending balance | $ | — |
| | $ | 107,731 |
|
The following table sets forth the allowance for the collateralized receivables (in thousands):
|
| | | | | | | |
| December 31, 2019 | | December 31, 2018 |
Beginning balance | $ | (807 | ) | | $ | (936 | ) |
Lower of cost or market write-downs | 140 |
| | 660 |
|
(Increase) / decrease to reserve balance | 80 |
| | (531 | ) |
Gain on derecognition of collaterized receivables | 587 |
| | — |
|
Total activity | 807 |
| | 129 |
|
Ending balance | $ | — |
| | $ | (807 | ) |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Notes and Other Receivables
The following table sets forth certain information regarding notes and other receivables (in thousands):
|
| | | | | | | | |
| | December 31, 2019 | | December 31, 2018 |
Installment notes receivable on manufactured homes, net | | $ | 95,580 |
| | $ | 112,798 |
|
Notes receivable from real estate developers | | 18,960 |
| | — |
|
Other receivables, net | | 43,386 |
| | 47,279 |
|
Total notes and other receivables, net | | $ | 157,926 |
| | $ | 160,077 |
|
| | | | | | | | | | | | |
| | December 31, 2020 | | December 31, 2019 |
Installment notes receivable on manufactured homes, net | | $ | 85,866 | | | $ | 95,580 | |
Notes receivable from real estate developers | | 52,638 | | | 18,960 | |
Other receivables, net | | 83,146 | | | 43,386 | |
Total Notes and Other Receivables, net | | $ | 221,650 | | | $ | 157,926 | |
Installment Notes Receivable on Manufactured Homes
TheDue to the adoption of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments,” effective January 1, 2020, installment notes receivable are measured at fair value pursuant to us electing the fair value option. The balances of installment notes receivable of $85.9 million (net of fair value adjustment of $1.3 million) and $95.6 million (net of allowance of $0.6 million) and $112.8 million (net of allowance of $0.7 million) as of December 31, 20192020 and December 31, 2018,2019, respectively, are collateralized by manufactured homes. The notes represent financing provided to purchasers of manufactured homes primarily located in our communities and require monthly principal and interest payments. The notes havehad a net weighted average interest rate (net of servicing costs) and maturity of 7.8 percent and 15.2 years as of December 31, 2020, and 8.0 percent and 15.8 years as of December 31, 2019, respectively. Refer to Note 15, “Fair Value of Financial Instruments,” and 8.0 percent and 16.6 years as of December 31, 2018.Note 19, “Recent Accounting Pronouncements,” for additional detail.
The change in the aggregate gross principal balance of the installment notes receivable is as follows (in thousands):
|
| | | | | | | |
| December 31, 2019 | | December 31, 2018 |
Beginning balance | $ | 113,495 |
| | $ | 116,174 |
|
Financed sales of manufactured homes | 341 |
| | 14,237 |
|
Principal payments and payoffs from our customers | (8,710 | ) | | (8,966 | ) |
Principal reduction from repossessed homes | (8,901 | ) | | (7,950 | ) |
Total activity | (17,270 | ) | | (2,679 | ) |
Ending balance | $ | 96,225 |
| | $ | 113,495 |
|
| | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 |
Beginning balance of gross installment notes receivable | $ | 96,225 | | | $ | 113,495 | |
Financed sale of manufactured homes | 5,014 | | | 341 | |
Adjustment for notes receivable related to assets held for sale | (477) | | | 0 | |
Principal payments and payoffs from our customers | (8,977) | | | (8,710) | |
Principal reduction from repossessed homes | (4,643) | | | (8,901) | |
Ending balance of gross installment notes receivable | 87,142 | | | 96,225 | |
| | | |
Beginning balance of allowance for losses on installment notes receivables | (645) | | | (697) | |
Adjustment to allowance for losses | 0 | | | 52 | |
Initial fair value option adjustment (see Note 19)
| 645 | | | 0 | |
Ending balance of allowance for losses on installment notes receivables | 0 | | | (645) | |
| | | |
Initial fair value option adjustment (see Note 19) | 991 | | | 0 | |
Adjustment for notes receivable related to assets held for sale | 7 | | | 0 | |
Fair value adjustment | (2,274) | | | 0 | |
Fair value adjustments on gross installment notes receivable | (1,276) | | | 0 | |
| | | |
Ending balance of installment notes receivable, net | $ | 85,866 | | | $ | 95,580 | |
Allowance for Losses for Installment Notes Receivable
The following table sets forth the allowance change for the installment notes receivable (in thousands):
|
| | | | | | | |
| December 31, 2019 | | December 31, 2018 |
Beginning balance | $ | (697 | ) | | $ | (377 | ) |
Lower of cost or market write-downs | 203 |
| | 678 |
|
Increase to reserve balance | (151 | ) | | (998 | ) |
Total activity | 52 |
| | (320 | ) |
Ending balance | $ | (645 | ) | | $ | (697 | ) |
Notes Receivable from Real Estate Developers
As of December 31, 2020 and 2019, the notes receivables balancereceivable balances of $52.6 million and $19.0 million, respectively, are primarily comprise short termcomprised of construction loans provided to real estate developers. The carrying values of the notes generally approximate their fair market values either due to the nature of the loan and / or note being secured by underlying collateral and / or personal guarantees. The notes receivable from real estate developers have a net weighted average interest rate and maturity of 6.2 percent and 1.8 years as of December 31, 2020, and 7.0 percent and 1.3 years as of December 31, 2019, respectively. As of December 31, 2020, real estate developers collectively have $17.0 million of undrawn funds on their loans. There were no adjustments to the fair value of notes receivable from the real estate developers for the years ended December 31, 2020 and 2019. Refer to Note 15, “Fair Value of Financial Instruments,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Receivables, net
As of December 31, 2020, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $7.1 million (net of allowance of $7.2 million), home sale proceeds of $23.6 million, insurance receivables of $13.6 million, marina customers for storage service and lease payments of $19.2 million (net of allowance of $1.4 million), and other receivables of $19.6 million. As of December 31, 2019, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $7.8 million (net of allowance of $2.2 million);, home sale proceeds of $20.9 million;million, insurance and other receivables of $9.9 million and other receivables of $4.8 million. As
During June 2020, we executed a convertible secured promissory note with RezPlot Systems LLC, a nonconsolidated affiliate in which we have a 50 percent ownership interest. The note allows for a principal amount of up to $10.0 million to be drawn down over a period of three years, bears an interest rate of 3.0 percent and is secured by all the assets of RezPlot Systems LLC. The outstanding balance was $2.0 million as of December 31, 2018, other receivables were comprised of amounts due from: residents for rent, utility charges, fees2020 and other pass through charges of $7.1 million (net of allowance of $1.5 million); home sale proceeds of $16.1 million; and insuranceis included in the Notes and other receivables, of $24.1 million.net on the Consolidated Balance Sheets. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” for additional information on our nonconsolidated affiliates.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. 5. Goodwill and Other Intangible Assets
Our intangible assets include goodwill, in-place leases, slip in-place leases, non-competition agreements, trademarks and trade names, customer relationships, and franchise agreements and other intangible assets. These intangible assets are recorded in Goodwill and Other assets,Intangible Assets, net on the Consolidated Balance Sheets. In accordance with FASB ASC Topic 842, below market leases are now classified as a right of use asset.
Goodwill impairment - Upon review of the qualitative factors in accordance with FASB ASC 350-20, “Goodwill and Other,” we determined that no impairment indicators existed as of December 31, 2020. As a result, there was no impairment of goodwill during the year ended December 31, 2020. There was no goodwill for the years ended December 31, 2019 and 2018.
The gross carrying amounts and accumulated amortization are as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | |
| | | | December 31, 2019 | | December 31, 2018 |
Intangible Asset | | Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
In-place leases | | 7 years | | $ | 127,313 |
| | $ | (73,980 | ) | | $ | 103,547 |
| | $ | (59,068 | ) |
Franchise agreements and other intangible assets
| | 7 - 20 years | | 16,943 |
| | (2,760 | ) | | 16,641 |
| | (1,942 | ) |
Total | | | | $ | 144,256 |
|
| $ | (76,740 | ) |
| $ | 120,188 |
| | $ | (61,010 | ) |
Total amortization expenses related toof our intangible assets are as follows (in thousands):
|
| | | | | | | | | | | | |
| | Year Ended |
Intangible Asset | | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
In-place leases | | $ | 14,912 |
| | $ | 12,913 |
| | $ | 13,812 |
|
Franchise fees and other intangible assets | | 818 |
| | 507 |
| | 301 |
|
Total | | $ | 15,730 |
| | $ | 13,420 |
| | $ | 14,113 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | December 31, 2020 | | December 31, 2019 |
Intangible Asset | | Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
Goodwill | | Indefinite | | $ | 428,833 | | | n/a | | $ | 0 | | | n/a |
In-place leases | | 3 months - 13 years | | 134,651 | | | (92,216) | | | 127,313 | | | (74,548) | |
Slip in-place leases | | 6 months | | 10,880 | | | (111) | | | 0 | | | 0 | |
Non-competition agreements | | 5 years | | 10,000 | | | 0 | | | 0 | | | 0 | |
Trademarks and trade names | | Various(1) | | 116,500 | | | — | | | 0 | | | — | |
Customer relationships | | 1 - 7.5 years | | 108,000 | | | (2,371) | | | 0 | | | 0 | |
Franchise agreements and other intangible assets | | 7 - 20 years | | 23,856 | | | (3,578) | | | 16,943 | | | (2,760) | |
Total | | | | $ | 832,720 | | | $ | (98,276) | | | $ | 144,256 | | | $ | (77,308) | |
(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.
Total amortization expense related to the intangible assets are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
Intangible Asset Amortization Expense | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
In-place leases | | $ | 18,075 | | | $ | 14,912 | | | $ | 12,913 | |
Slip in-place leases | | 111 | | | 0 | | | 0 | |
Franchise fees and other intangible assets | | 3,193 | | | 818 | | | 507 | |
Total | | $ | 21,379 | | | $ | 15,730 | | | $ | 13,420 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We anticipate amortization expense for our intangible assets to be as follows for the next five years (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | 2020 | | 2021 | | 2022 | | 2023 | | 2024 |
Estimated expense | | $ | 15,522 |
| | $ | 15,130 |
| | $ | 10,529 |
| | $ | 7,154 |
| | $ | 4,791 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2022 | | 2023 | | 2024 | | 2025 |
| | | | | | | | | | |
| | | | | | | | | | |
In-place leases | | $ | 15,644 | | | $ | 10,733 | | | $ | 7,314 | | | $ | 5,051 | | | $ | 4,503 | |
Slip in-place leases | | 6,767 | | | 0 | | | 0 | | | 0 | | | 0 | |
Non-competition agreements | | 2,000 | | | 2,000 | | | 2,000 | | | 2,000 | | | 2,000 | |
Trademarks and trade names | | 1,000 | | | 1,000 | | | 500 | | | 0 | | | 0 | |
Customer Relationships | | 16,818 | | | 16,818 | | | 16,818 | | | 16,818 | | | 16,068 | |
Franchise agreements and other intangible assets | | 1,490 | | | 1,490 | | | 1,460 | | | 1,413 | | | 1,413 | |
Total | | $ | 43,719 | | | $ | 32,041 | | | $ | 28,092 | | | $ | 25,282 | | | $ | 23,984 | |
7.
6. Investments in Nonconsolidated Affiliates
Investments in joint ventures that are not consolidated, nor recorded at cost, are accounted for using the equity method of accounting as prescribed in FASB ASC Topic 323, ““Investments - Equity Method and Joint Ventures.”Ventures.” Investments in nonconsolidated affiliates are recorded within Other assets, net on the Consolidated Balance Sheets. Equity income and loss are recorded in the Income / (loss) from nonconsolidated affiliates on the Consolidated Statements of Operations.
RezPlot Systems LLC (“Rezplot”)
At December 31, 2020 and 2019, the Companywe had a 50 percent ownership interest in RezPlot, a RV reservation software technology company, acquired in January 2019.
Sungenia JVjoint venture (“Sungenia JV”)
At December 31, 20192020 and December 31, 2018, the Company2019, we had a 50 percent ownership interest in Sungenia JV, a joint venture (“JV”) formed between the Companyus and Ingenia Communities Group in November 2018, to establish and grow a manufactured housing community development program in Australia.
GTSC LLC (“GTSC”)
At December 31, 20192020 and December 31, 2018, the Company2019, we had a 40 percent ownership interest in GTSC, which engages in acquiring, holding and selling loans secured, directly or indirectly, by manufactured homes located in communities of Sun Communities.our communities.
Origen Financial Services, LLC (“OFS”)
At December 31, 20192020 and December 31, 2018, the Company2019, we had a 22.9 percent ownership interest in OFS, an end-to-end online resident screening and document management suite.
SV Lift, LLC (“SV Lift”)
At December 31, 2020 and December 31, 2019, we had a 50 percent ownership interest in SV Lift, which owns, operates and leases an aircraft.
The investment balance in each nonconsolidated affiliate is as follows (in millions)thousands):
| | Investment | | December 31, 2019 | | December 31, 2018 | Investment | | December 31, 2020 | | December 31, 2019 | |
Investment in RezPlot | | $ | 4.2 |
| | $ | — |
| Investment in RezPlot | | $ | 3,047 | | | $ | 4,184 | | |
Investment in Sungenia JV | | 12.0 |
| | 0.7 |
| Investment in Sungenia JV | | 26,890 | | | 11,995 | | |
Investment in GTSC (1) | | 18.5 |
| | 29.8 |
| |
Investment in GTSC | | Investment in GTSC | | 25,495 | | | 18,488 | | |
Investment in OFS | | 0.1 |
| | 0.1 |
| Investment in OFS | | 152 | | | 148 | | |
Investment in SV Lift | | Investment in SV Lift | | 3,490 | | | 2,961 | | |
Total | | $ | 34.8 |
| | $ | 30.6 |
| Total | | $ | 59,074 | | | $ | 37,776 | | |
(1) The decrease in investment balance is primarily due to return of capital.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The year to date Equityequity income / (loss) from each nonconsolidated affiliate is as follows (in thousands):
|
| | | | | | | | |
Equity income | | December 31, 2019 | | December 31, 2018 |
RezPlot equity loss | | $ | (1,344 | ) | | $ | — |
|
Sungenia JV equity loss | | (290 | ) | | — |
|
GTSC equity income | | 2,803 |
| | 604 |
|
OFS equity income | | 205 |
| | 186 |
|
Total equity income | | $ | 1,374 |
| | $ | 790 |
|
Investments in joint ventures in which we do not have a controlling direct or indirect voting interest, but can exercise significant influence over the entity with respect to our operations and major decisions, are accounted for using the equity method of accounting whereby the cost of an investment is adjusted for our share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The income or loss of each entity is allocated in accordance with the provisions of the applicable operating agreements. The allocation provisions in these agreements may differ from the ownership interests held by each investor.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | | | | | | | | | |
Equity income | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
RezPlot equity loss | | $ | (1,887) | | | $ | (1,344) | | | $ | 0 | |
Sungenia JV equity income / (loss) | | 338 | | | (290) | | | 0 | |
GTSC equity income | | 3,944 | | | 2,803 | | | 604 | |
OFS equity income | | 148 | | | 205 | | | 186 | |
SV Lift equity loss | | (803) | | | 0 | | | 0 | |
Total equity income | | $ | 1,740 | | | $ | 1,374 | | | $ | 790 | |
8.
The change in the GTSC investment balance is as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | |
Beginning balance | | $ | 18,488 | | | $ | 29,780 | | | |
Adjustment of allowance for losses | | 0 | | | 144 | | | |
Initial fair value option adjustment (see Note 19) | | 317 | | | 0 | | | |
Contributions | | 19,030 | | | 33,143 | | | |
Distributions | | (14,676) | | | (47,382) | | | |
Equity earnings | | 3,944 | | | 2,803 | | | |
Fair value adjustment | | (1,608) | | | 0 | | | |
Ending Balance | | $ | 25,495 | | | $ | 18,488 | | | |
The change in the Sungenia JV investment balance is as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | |
Beginning balance | | $ | 11,995 | | | $ | 723 | | | |
Cumulative translation adjustment | | 2,180 | | | (20) | | | |
Contributions | | 12,377 | | | 11,582 | | | |
| | | | | | |
Equity earnings | | 338 | | | (290) | | | |
| | | | | | |
Ending Balance | | $ | 26,890 | | | $ | 11,995 | | | |
7. Consolidated Variable Interest Entities
The Operating Partnership
We consolidate the Operating Partnership under the guidance set forth in FASB ASC Topic 810 ““Consolidation.” ASU 2015-02 modified the evaluation of whether limited partnerships and similar legal entities are VIEsvariable interest entities (“VIEs”) or, alternatively, voting interest entities. We evaluated the application of ASU 2015-02 and concluded that the Operating Partnership now meetsmet the criteria of a VIE. Our significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. We are the sole general partner and generally have the power to manage and have complete control over the Operating Partnership and the obligation to absorb its losses or the right to receive its benefits.
Sun NG RV Resorts LLC (“Sun NG Resorts”); Rudgate Village SPE, LLC, Rudgate Clinton SPE, LLC, and Rudgate Clinton Estates SPE, LLC (collectively, “Rudgate”); Sun NG Whitewater RV Resorts LLC; FPG Sun Menifee 80 LLC, (“Whitewater Resorts”);SHM South Fork JV, LLC.
We consolidate Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC, and Whitewater Resorts,SHM South Fork JV, LLC under the guidance set forth in FASB ASC Topic 810 ““Consolidation.Consolidation.” We concluded that each of thementity is a VIE where we are the primary beneficiary, as we have the power to direct the significant activities of, and absorb the significant losses and receive the significant benefits from theeach entity. Refer to Note 3, “Real Estate Acquisitions,” Note 9, “Debt8, “Debt and Lines of Credit,,” and Note 10, “Equity and Temporary Equity” for additional information on Sun NG Resorts.Resorts and Note 9, “Equity and Temporary Equity,” for additional information on Sun NG Resorts, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC and SHM South Fork JV, LLC.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the assets and liabilities of Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC and SHM South Fork JV, LLC included in our Consolidated Balance Sheets after appropriate eliminations have been made (in thousands):
|
| | | | | | | |
| December 31, 2019 | | December 31, 2018 |
Assets | | | |
Investment property, net | $ | 344,300 |
| | $ | 308,171 |
|
Other assets | 23,894 |
| | 19,809 |
|
Total Assets | $ | 368,194 |
| | $ | 327,980 |
|
| | | |
Liabilities and Other Equity | | | |
Debt | $ | 46,993 |
| | $ | 44,172 |
|
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 |
| | 35,277 |
|
Other liabilities | 13,631 |
| | 6,914 |
|
Total Liabilities | 95,873 |
| | 86,363 |
|
Equity Interest - NG Sun LLC & NG Whitewater | 27,091 |
| | 21,976 |
|
Noncontrolling interests | 8,542 |
| | 7,145 |
|
Total Liabilities and Other Equity | $ | 131,506 |
| | $ | 115,484 |
|
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2019 |
Assets | | | |
Investment property, net | $ | 438,918 | | | $ | 344,300 | |
Other assets, net | 24,554 | | | 23,894 | |
Total Assets | $ | 463,472 | | | $ | 368,194 | |
| | | |
Liabilities and Other Equity | | | |
Debt | $ | 47,706 | | | $ | 46,993 | |
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 | | | 35,249 | |
Other liabilities | 21,957 | | | 13,631 | |
Total Liabilities | 104,912 | | | 95,873 | |
Other redeemable noncontrolling interests | 28,469 | | | 27,091 | |
Noncontrolling interests (including SHM South Fork JV, LLC) | 16,084 | | | 8,542 | |
Total Liabilities and Other Equity | $ | 149,465 | | | $ | 131,506 | |
Investment property, net and otherOther assets, net related to the consolidated VIEs, with the exception of SCOLP,Operating Partnership, comprised approximately 4.74.1 percent and 4.94.7 percent of our consolidated total assets at December 31, 20192020 and December 31, 2018,2019, respectively. Debt, Preferred Equity and otherOther liabilities comprised approximately 2.52.0 percent and 2.62.5 percent of our consolidated total liabilities at December 31, 20192020 and December 31, 2018,2019, respectively. Equity Interests and Noncontrolling interests related to the consolidated VIEs, on an absolute basis, comprised approximately less than 1.0 percent of our consolidated total equity at December 31, 20192020 and at December 31, 2018.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2019, respectively.
9.
8. Debt and Lines of Credit
The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in thousands)thousands except statistical information):
|
| | | | | | | | | | | | | | | | | |
| Carrying Amount | | Weighted Average Years to Maturity | | Weighted Average Interest Rates |
| December 31, 2019 | | December 31, 2018 | | December 31, 2019 | | December 31, 2018 | | December 31, 2019 | | December 31, 2018 |
Collateralized term loans - Life Companies | $ | 1,710,408 |
| | $ | 1,259,158 |
| | 17.1 | | 14.4 | | 4.0 | % | | 3.9 | % |
Collateralized term loans - FNMA | 697,589 |
| | 770,417 |
| | 7.0 | | 5.1 | | 3.7 | % | | 4.4 | % |
Collateralized term loans - CMBS | 397,868 |
| | 405,702 |
| | 3.1 | | 4.1 | | 5.1 | % | | 5.1 | % |
Collateralized term loans - FMCC | 374,727 |
| | 380,680 |
| | 4.9 | | 5.9 | | 3.9 | % | | 3.9 | % |
Secured borrowings | — |
| | 107,731 |
| | 0.0 | | 14.4 | | — | % | | 9.9 | % |
Preferred equity - Sun NG Resorts - mandatorily redeemable | 35,249 |
| | 35,277 |
| | 2.8 | | 3.8 | | 6.0 | % | | 6.0 | % |
Preferred OP units - mandatorily redeemable | 34,663 |
| | 37,338 |
| | 4.0 | | 4.7 | | 6.5 | % | | 6.6 | % |
Lines of credit | 183,898 |
| | 128,000 |
| | 3.5 | | 2.3 | | 2.7 | % | | 3.8 | % |
Total debt | $ | 3,434,402 |
| | $ | 3,124,303 |
| | 11.1 | | 9.0 | | 4.0 | % | | 4.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Carrying Amount | | Weighted Average Years to Maturity | | Weighted Average Interest Rates |
| December 31, 2020 | | December 31, 2019 | | December 31, 2020 | | December 31, 2019 | | December 31, 2020 | | December 31, 2019 |
Collateralized term loans - Life Companies | $ | 1,658,239 | | | $ | 1,710,408 | | | 16.3 | | 17.1 | | 3.990 | % | | 4.012 | % |
Collateralized term loans - FNMA | 1,150,924 | | | 697,589 | | | 9.1 | | 7.0 | | 3.230 | % | | 3.659 | % |
Collateralized term loans - CMBS | 267,205 | | | 397,868 | | | 2.9 | | 3.1 | | 4.789 | % | | 5.103 | % |
Collateralized term loans - FMCC | 368,599 | | | 374,727 | | | 3.9 | | 4.9 | | 3.854 | % | | 3.856 | % |
Total Collateralized Term Loans | 3,444,967 | | | 3,180,592 | | | | | | | | | |
| | | | | | | | | | | |
Preferred equity - Sun NG Resorts - mandatorily redeemable | 35,249 | | | 35,249 | | | 3.8 | | 2.8 | | 6.000 | % | | 6.000 | % |
Preferred OP units - mandatorily redeemable | 34,663 | | | 34,663 | | | 5.1 | | 4.0 | | 5.932 | % | | 6.500 | % |
Lines of credit and other debt | 1,242,197 | | | 183,898 | | | 3.7 | | 3.5 | | 2.078 | % | | 2.710 | % |
Total Debt | $ | 4,757,076 | | | $ | 3,434,402 | | | 9.4 | | 11.1 | | 3.370 | % | | 4.026 | % |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Collateralized Term Loans
All of our collateralized term loans are mortgage loans.
During the years ended December 31, 20192020 and 2018,2019, we repaid the following collateralized term loans:loans (in thousands except statistical information):
|
| | | | | | | | | | | | | | | | |
Three months ended | | Repayment amount (in millions) | | Fixed Interest rate | | Maturity date | | (Gain) / loss on extinguishment of debt (in millions) | | Encumbered communities released |
December 31, 2019 | | $ | 17.0 |
| | 5.62 | % | | March 1, 2020 | | $ | — |
| | — |
|
| $ | 127.3 |
| | 5.10 | % | | November 1, 2021 | | $ | 3.2 |
| | — |
|
| $ | 21.5 |
| (1) | 6.24 | % | (4) | March 1, 2020 April 1, 2020 | | $ | (0.2 | ) | | 3 |
|
September 30, 2019 | | $ | 134.0 |
| | 4.3 | % | | May 1, 2023 | | $ | 12.8 |
| | — |
|
March 31, 2019 | | $ | 186.8 |
| | 3.83 | % | | January 1, 2030 | | $ | 0.7 |
| | — |
|
December 31, 2018 | | $ | 10.2 |
| | 5.66 | % | | February 28, 2019 | | $ | — |
| | — |
|
September 30, 2018 | | $ | 30.5 |
| | 6.34 | % | | March 1, 2019 | | $ | 0.9 |
| | 1 |
|
June 30, 2018 (2) | | $ | 177.7 |
| | 4.53 | % | (4) | August 1, 2018 May 1, 2023 | | $ | 1.5 |
| | 11 |
|
March 31, 2018 (3) | | $ | 24.4 |
| | 6.36 | % | (4) | March 1, 2019 | | $ | 0.2 |
| | 3 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended | | Repayment Amount | | Fixed Interest Rate | | Maturity Date | | (Gain) / Loss on Extinguishment of Debt |
June 30, 2020 | | $ | 52,710 | | (1) | 5.980 | % | (4) | March 1, 2021 July 11, 2021 December 1, 2021 | | $ | 1,930 | |
March 31, 2020 | | $ | 99,607 | | | 5.837 | % | | March 1, 2021 | | $ | 3,403 | |
| $ | 19,922 | | (2) | 5.830 | % | (4) | July 1, 2020 | | $ | (124) | |
December 31, 2019 | | $ | 17,048 | | | 5.620 | % | | March 1, 2020 | | $ | (84) | |
| $ | 127,282 | | | 5.100 | % | | November 1, 2021 | | $ | 3,274 | |
| $ | 21,527 | | (3) | 6.240 | % | (4) | March 1, 2020 April 1, 2020 | | $ | (163) | |
September 30, 2019 | | $ | 134,021 | | | 4.300 | % | | May 1, 2023 | | $ | 12,755 | |
March 31, 2019 | | $ | 186,815 | | | 3.830 | % | | January 1, 2030 | | $ | 653 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)Includes four collateralized term loans, two due to mature on March 1, 2021, one due to mature on July 11, 2021, and the other due to mature on December 1, 2021.
(2)Includes four collateralized term loans due to mature on July 1, 2020.
(3)Includes four collateralized term loans, three due to mature on March 1, 2020 and one due to mature on April 1, 2020.
(2) Includes three collateralized term loans, one due to mature on August 1, 2018 and two due to mature on May 1, 2023.
(3) Includes four collateralized term loans, all due to mature on March 1, 2019.
(4)The interest rate represents the weighted average interest rate on collateralized term loans.
During the years ended December 31, 20192020 and 2018,2019, we entered into the following collateralized term loans:loans (in thousands except statistical information):
|
| | | | | | | | | | | |
Three months ended | | Loan amount (in millions) | | Term (in years) | | Interest rate | | Maturity date |
December 31, 2019 | | $ | 400.0 |
| (1) | 21 | | 4.026 | % | | December 15, 2039 December 15, 2041 |
September 30, 2019 | | $ | 250.0 |
| | 10 | | 2.925 | % | | October 1, 2029 |
March 31, 2019 | | $ | 265.0 |
| | 25 | | 4.170 | % | | January 15, 2044 |
December 31, 2018 | | $ | 21.7 |
| | 20 | | 4.100 | % | | August 15, 2038 |
September 30, 2018 | | $ | 228.0 |
| | 20 | | 4.100 | % | | August 15, 2038 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended | | Loan Amount | | Term (in years) | | Interest Rate | | Maturity Date |
December 31, 2020 | | $ | 268,800 | | (1) | 12 | | 2.662 | % | (3) | May 1, 2030 November 1, 2032 |
March 31, 2020 | | $ | 230,000 | | | 15 | | 2.995 | % | | April 1, 2035 |
December 31, 2019 | | $ | 400,000 | | (2) | 21 | | 4.026 | % | (3) | December 15, 2039 December 15, 2041 |
September 30, 2019 | | $ | 250,000 | | | 10 | | 2.925 | % | | October 1, 2029 |
March 31, 2019 | | $ | 265,000 | | | 25 | | 4.170 | % | | January 15, 2044 |
| | | | | | | | |
| | | | | | | | |
(1)Includes three collateralized term loans, one for $8.8 million assumed as part of the acquisition of the Maine MH Portfolio, due to mature on May 1, 2030 and two for $39.5 million and $220.5 million, respectively, due to mature on November 1, 2032.
(2)Includes two collateralized term loans, one for $196.3 million due to mature on December 15, 2039 and the other for $203.7 million due to mature on December 1,15, 2041.
(3) The interest rate represents the weighted average interest rate on collateralized term loans.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The collateralized term loans totaling $3.2$3.4 billion as of December 31, 2019,2020, are secured by 188192 properties comprised of 74,17076,296 sites representing approximately $3.3$3.2 billion of net book value.
Secured Borrowings
See Note 4, “Collateralized Receivables and Transfers of Financial Assets,” for information regarding our collateralized receivables and secured borrowing transactions.
Preferred OP Units - mandatorily redeemable
Preferred OP units at December 31, 2019 and December 31, 2018 include $34.7 million of Aspen preferred OP units issued by the Operating Partnership. As of December 31, 2019, these units are convertible indirectly into 407,190 shares of our common stock. Subject to certain limitations, at any time prior to January 1, 2024, the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred OP unit into: (a) if the market price of our common stock is $68.00 per share or less, 0.397 common OP units; or (b) if the market price of our common stock is greater than $68.00 per share, the number of common OP units is determined by dividing (i) the sum of (A) $27.00 plus (B) 25 percent of the amount by which the market price of our common stock exceeds $68.00 per share, by (ii) the per share market price of our common stock. The current preferred distribution rate is 6.5 percent. On January 2, 2024, we are required to redeem all Aspen preferred OP units that have not been converted to common OP units. Refer to Note 21, “Subsequent Events,” for additional information regarding revisions to the terms of certain of the Aspen preferred OP units.
Preferred OP units also include $2.7 million of Series B-3 preferred OP units at December 31, 2018, which are not convertible. In January 2019, we redeemed all remaining 26,750 Series B-3 preferred OP units. The weighted average redemption price per unit, which included accrued and unpaid distributions, was $100.153424. In the aggregate, we paid $2.7 million to redeem these units.
Preferred Equity - Sun NG Resorts - mandatorily redeemable
In June 2018, in connection with the investment in Sun NG Resorts, $35.3 million of mandatorily redeemable Preferred Equity (“Preferred Equity - Sun NG Resorts”) was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of 6.0 percent per annum. The Preferred Equity - Sun NG Resorts has a 7-yearseven-year term ending June 1, 2025 and $33.4 can be redeemed in the fourth quarter of 20222024 at the holders’ option. The Preferred Equity - Sun NG Resorts balanceas of December 31, 2020 was $35.2 millionmillion. Refer to Note 7, “Consolidated Variable Interest Entities,” and $35.3 millionNote 9, “Equity and Temporary Equity,” for additional information.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred OP Units - mandatorily redeemable
Preferred OP units at December 31, 20192020 and December 31, 2018. Refer2019 include $34.7 million of Aspen preferred OP units issued by the Operating Partnership. As of December 31, 2020, these units are convertible indirectly into 407,677 shares of our common stock.
In January 2020, we amended the Operating Partnership’s partnership agreement at the election of certain Aspen preferred OP unit holders. The amendment extended the automatic redemption date and reduced the annual distribution rate for 270,000 of the Aspen preferred OP units (the “Extended Units”). Subject to Note 3, “Real Estate Acquisitionscertain limitations, at any time prior to January 1, 2024 (or prior to January 1, 2034 with respect to the Extended Units),” Note 8, “Consolidated Variable Interest Entities,” the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred OP unit into: (a) if the average closing price of our common stock for the preceding ten trading days is $68.00 per share or less, 0.397 common OP units; or (b) if the ten-day average closing price is greater than $68.00 per share, the number of common OP units is determined by dividing (i) the sum of (A) $27.00 plus (B) 25 percent of the amount by which the ten-day average closing price exceeds $68.00 per share, by (ii) the ten-day average closing price. The current preferred distribution rate is 3.8 percent on the Extended Units and Note 10, “Equity6.5 percent on all other Aspen preferred OP units. On January 2, 2024 (or January 2, 2034 with respect to the Extended Units), we are required to redeem for cash all Aspen preferred OP units that have not been converted to common OP units. As of December 31, 2020, 270,000 of Extended Units and Temporary Equity” for additional information.1,013,819 other Aspen preferred units were outstanding.
Lines of Credit (“LOC”)and Other Debt
Credit agreementAgreement - In May 2019, we amended and restated our credit agreement with Citibank, N.A. (“Citibank”) and certain other lenders. Pursuant to the credit agreement, we entered into aan unsecured senior credit facility with Citibank and certain other lenders in the amount of $750.0$750.0 million, comprised of a $650.0 million revolving loan, with the ability to use up to $100.0 million for advances in Australian dollars, and a $100.0 million term loan (the “A&R Facility”). We have until March 17, 2020 to draw on the term loan. As of December 31, 2019, we had not drawn any funds on the term loan. The credit agreementA&R Credit Agreement has a four-year term ending May 21, 2023, which can be extended for two additional six-month periods, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit agreement also provides for subject to the satisfaction of certain conditions, additional commitments in an amount not to exceed $350.0 million. The funding of these additional commitments is subject to certain conditions, including obtaining the consent of the lenders, some of which are outside of our control. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $1.1 billion.
The A&R Facility bears interest at a floating rate based on the Eurodollar rate or Bank Bill Swap Bid Rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement, which margin can range from 1.20 percent to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of December 31, 2019,2020, the margin based on our leverage ratio was 1.20 percent on the revolving loan and 1.20 percent on the term loan. We had $123.6$40.4 million and 0 ofno borrowings on the revolving loan and the term loan, respectively, as of December 31, 2020. We had $123.6 million of borrowings on the revolving loan and no borrowings on the term loan, as of December 31, 2019.
The A&R Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under our line of credit with Citibank, but does reduce the borrowing amount available. At December 31, 20192020 and December 31, 2018,2019, we had approximately $2.1 million and $2.8 million and $3.9of outstanding letters of credit, respectively.
Safe Harbor Facility - On October 30, 2020, in relation to the acquisition of Safe Harbor, we indirectly assumed approximately $829.0 million of Safe Harbor’s debt owed to Citizens Bank N.A. (“Citizens”). On December 22, 2020, this facility was amended to, among other things, (a) increase the size of the revolving commitments available to Safe Harbor from $500 million to $1.3 billion, subject to borrowing base availability, (b) modify certain provisions relating to the determination of the borrowing base, (c) increase the cap on the incremental borrowing capacity from $350.0 million to $500.0 million, which allows Safe Harbor to request an increase to the revolving commitments and / or to establish additional term loans subject to the higher cap and the satisfaction of certain conditions, and (d) modify certain financial covenants. The revolving loan and term loan under the Safe Harbor facility both expire on October 11, 2024. The term loan component of the Safe Harbor facility can be extended for two additional 12-month periods, subject to the satisfaction of certain conditions set forth in the credit agreement. The revolving commitments do not have an extension option.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Safe Harbor facility bears interest at a floating rate based on an adjusted LIBOR rate or a base rate, plus a margin that is determined based on Safe Harbor’s ratio of consolidated funded debt to total asset value, calculated in accordance with the credit agreement, which margin can range from 1.375 percent to 2.250 percent for adjusted LIBOR rate loans and 0.375 percent to 1.250 percent for base rate loans. As of December 31, 2020, based on Safe Harbor’s ratio of consolidated funded debt to total asset value, the margin was used2.000 percent on any adjusted LIBOR rate loans and 1.000 percent on any base rate loans. The Safe Harbor facility is secured by the personal property of Safe Harbor and certain related entities and subsidiaries and a pledge of the equity interests in certain subsidiaries of Safe Harbor and related entities and subsidiaries, subject to back standbycustomary exceptions. At the lenders’ option, the Safe Harbor facility will become immediately due and payable upon an event of default that is continuing under the credit agreement. Safe Harbor had $652.0 million and $500.0 million of borrowings under the revolving loan and term loan respectively, as of December 31, 2020.
The Safe Harbor facility provides Safe Harbor with the ability to issue letters of credit. Its issuance of letters of credit does not increase its borrowings outstanding under its line of credit with Citizens, but does reduce the borrowing amount available. At December 31, 2020, Safe Harbor had approximately $0.3 million of outstanding letters of credit.
Floor plan Plan- We have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us at least a twelve month12-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 6.05.0 percent. At December 31, 2019,2020, the effective interest rate was 7.06.0 percent. The outstanding balance was $3.3$4.8 million and 0 as of December 31, 20192020 and $3.3 million as of December 31, 2018, respectively.2019. These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JensenOther - In October 2019, we assumed a term loan facility with Citibank, N.A. (“Citibank”), in the amount of $58.0 million.million in relation to an acquisition. The term loan has a four-year term ending October 29, 2023, and bears interest at a floating rate based on the Eurodollar rate or Prime rate.rate plus a margin ranging from 1.20 percent to 2.05 percent. As of December 31, 2020, the margin based on our leverage ratio was 1.20 percent. The outstanding balance was $45.0 million at December 31, 2020 and $57.0 million at December 31, 2019.2019, respectively. These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.
Covenants
Pursuant to the termsThe Collateralized term loans and Lines of the A&R Facility, wecredit are subject to various financial and other covenants. The most restrictive covenants are pursuant to (a) the terms of our debt agreements place limitations on secured borrowings and containthe A&R Facility, which contains minimum fixed charge coverage leverage, distribution,ratio and net worth requirements.requirements, and maximum leverage, distribution ratios and variable rate indebtedness covenants, and (b) the terms of the Safe Harbor facility, which contains a minimum fixed charge coverage ratio pre-distribution, a minimum fixed charge coverage ratio post-distribution, a minimum borrowing base coverage ratio, and a maximum leverage ratio. At December 31, 2019,2020, we were in compliance with all covenants.
In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries’ assets and credit are not available to satisfy theour debts and other obligations, of the Company, any of itsour other subsidiaries or any other person or entity.
Long-term Debt Maturities
As of December 31, 2019,2020, the total of maturities and amortization of our debt (excluding premiums and discounts) and lines of credit during the next five years were as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Maturities and Amortization By Year |
| Total Due | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | Thereafter |
Mortgage loans payable | | | | | | | | | | | | | |
Maturities | $ | 2,161,615 |
| | $ | 19,796 |
| | $ | 148,378 |
| | $ | 82,155 |
| | $ | 185,618 |
| | $ | 315,331 |
| | $ | 1,410,337 |
|
Principal amortization | 1,026,857 |
| | 60,723 |
| | 60,873 |
| | 61,326 |
| | 60,604 |
| | 57,082 |
| | 726,249 |
|
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 |
| | — |
| | — |
| | 35,249 |
| | — |
| | — |
| | — |
|
Preferred OP units - mandatorily redeemable | 34,663 |
| | — |
| | — |
| | — |
| | — |
| | 34,663 |
| | — |
|
Lines of credit | 183,898 |
| | 10,000 |
| | 13,293 |
| | 10,000 |
| | 150,605 |
| | — |
| | — |
|
Total | $ | 3,442,282 |
| | $ | 90,519 |
| | $ | 222,544 |
| | $ | 188,730 |
| | $ | 396,827 |
| | $ | 407,076 |
| | $ | 2,136,586 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Maturities and Amortization By Year |
| Total Due | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Thereafter |
Mortgage loans payable | | | | | | | | | | | | | |
Maturities | $ | 2,461,838 | | | $ | 0 | | | $ | 82,155 | | | $ | 185,618 | | | $ | 315,330 | | | $ | 50,528 | | | $ | 1,828,207 | |
Principal amortization | 997,023 | | | 59,585 | | | 61,364 | | | 60,739 | | | 57,293 | | | 53,879 | | | 704,163 | |
| | | | | | | | | | | | | |
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 | | | 0 | | | 0 | | | 0 | | | 33,428 | | | 1,821 | | | 0 | |
Preferred OP units - mandatorily redeemable | 34,663 | | | 0 | | | 0 | | | 0 | | | 27,373 | | | 0 | | | 7,290 | |
Lines of credit and other debt | 1,242,197 | | | 10,000 | | | 14,794 | | | 65,403 | | | 1,152,000 | | | 0 | | | 0 | |
Total | $ | 4,770,970 | | | $ | 69,585 | | | $ | 158,313 | | | $ | 311,760 | | | $ | 1,585,424 | | | $ | 106,228 | | | $ | 2,539,660 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Off-Balance Sheet Arrangements - Nonconsolidated Affiliate Indebtedness
WeGTSC - During September 2019, GTSC, a nonconsolidated affiliate in which we have a 40 percent investment in GTSC, a nonconsolidated affiliate. During September 2019, GTSCownership interest, entered into a warehouse line of credit with a maximum loan amount of $125.0 million. During September 2020, the maximum amount was increased to $180.0 million. As of December 31, 2019,2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by GTSC was approximately $123.4$167.7 million (of which our proportionate share is approximately $49.4$67.1 million). The debt bears interest at a variable rate based on LIBOR plus 1.65 percent per annum and matures on September 15, 2023.
As of December 31, 2019, the aggregate carrying amount of debt, including both our and our partner’s share, incurred by GTSC was approximately $123.4 million (of which our proportionate share is approximately $49.4 million). 10.
Sungenia JV - During May 2020, Sungenia JV, a nonconsolidated affiliate in which we have a 50 percent ownership interest, entered into a debt facility agreement with a maximum loan amount of $27.0 million Australian dollars, or $20.8 million converted at the December 31, 2020 exchange rate. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by Sungenia JV was $6.7 million (of which our proportionate share is $3.3 million). The debt bears interest at a variable rate based on Australian Bank Bill Swap Bid Rate (BBSY) plus 2.05 percent per annum and is available for a minimum of three years.
9. Equity and Temporary Equity
Public Equity Offerings
On September 30, 2020, we entered into two forward sale agreements (the “Forward Sale Agreements”) relating to an underwritten registered public offering of 9,200,000 shares of our common stock at a public offering price of $139.50 per share. The offering closed on October 5, 2020. We did not initially receive any proceeds from the sale of shares of our common stock in the offering. On October 26, 2020, we physically settled the Forward Sale Agreements (by the delivery of shares of our common stock). Proceeds from the offering were approximately $1.2 billion after deducting expenses related to the offering. We used the net proceeds of this offering to fund the cash portion of the acquisition of Safe Harbor, and for working capital and general corporate purposes.
In May 2020, we closed an underwritten registered public offering of 4,968,000 shares of common stock. Proceeds from the offering were $633.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.
In May 2019, we closed an underwritten registered public offering of 3,737,500 shares of common stock. Proceeds from the offering were $452.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.
At the Market Offering Sales Agreement
In July 2017, we entered into a newan at the market offering sales agreement (as amended, the(the “Sales Agreement”) with certain sales agents (collectively, the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of up to $450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold from time to time under the Sales Agreement. Through December 31, 20192020, we have sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
There waswere no issuanceissuances of common stock under the Sales Agreement induring the years ended December 31, 2020 and 2019. Issuances of common stock under the Sales Agreement throughduring year ended December 31, 2018 and 2017 were as shown in the table below:
|
| | | | | | | | | | | |
Quarter Ended | | Common stock issued | | Weighted average sales price | | Net proceeds (in millions) |
September 30, 2018 | | 398,516 |
| | $ | 100.19 |
| | $ | 39.4 |
|
June 30, 2018 | | 1,008,699 |
| | $ | 92.98 |
| | $ | 92.6 |
|
December 31, 2017 | | 321,800 |
| | $ | 93.33 |
| | $ | 29.7 |
|
Issuances of common stock under our previous at the market offering sales agreement during 2017 were as follows:
|
| | | | | | | | | | | |
Quarter Ended | | Common stock issued | | Weighted average sales price | | Net proceeds (in millions) |
June 30, 2017 | | 400,000 |
| | $ | 85.01 |
| | $ | 33.6 |
|
March 31, 2017 | | 280,502 |
| | $ | 76.47 |
| | $ | 21.2 |
|
Temporary Equity
| | | | | | | | | | | | | | | | | | | | |
Quarter Ended | | Common Stock Issued | | Weighted Average Sales Price | | Net Proceeds (in Millions) |
| | | | | | |
September 30, 2018 | | 398,516 | | | $ | 100.19 | | | $ | 39.4 | |
June 30, 2018 | | 1,008,699 | | | $ | 92.98 | | | $ | 92.6 | |
| | | | | | |
Equity Interests - NG Sun Whitewater RV LLC - In August 2019, in connection with the investment in land at the property known as Whitewater, NG Sun Whitewater LLC purchased $2.4 million of common equity interest in Sun NG Whitewater RV LLC Resorts (referred to as “Equity Interests - NG Sun Whitewater RV LLC”). The Equity Interests - NG Sun Whitewater RV LLC do not have a fixed maturity date and can be redeemed any time after the last day of the third full year that the RV park has been operated as a recreational vehicle park, or last day of the third full year that the RV park has been operated as a recreational vehicle park after the completion of the development of phase two (the “buy-sell trigger date”). Sun NG LLC, our subsidiary, has the right to terminate the agreement after the buy-sell trigger date. If either party exercises their option, the property management agreement will be terminated, and Sun NG LLC is required to purchase the remaining interests of NG Sun Whitewater LLC and the property management agreement at fair value. Refer to Note 3, “Real Estate Acquisitions,” and Note 8, “Consolidated Variable Interest Entities,” for additional information.
Issuance of Series D Preferred OP Units - In February 2019, we issued 488,958 Series D Preferred OP Units in connection with the acquisition of Country Village Estates. The Series D preferred OP units have a stated issuance price of $100.00 per OP Unit and carry a preferred return of 3.75 percent until the second anniversary of the issuance date. Commencing with the second anniversary of the issuance date, the Series D Preferred OP Units carry a preferred return of 4.0 percent. Commencing with the first anniversary of the issuance date, each Series D Preferred OP Unit can be exchanged for 0.8 shares of our common stock at the holder’s option. The holders may require redemption in cash after the fifth anniversary of the Series D issuance date or upon the holder’s death. Refer to Note 3, “Real Estate Acquisitions” for additional information.
Equity Interests - NG Sun LLC - In June 2018, in connection with the investment in Sun NG Resorts, unrelated third parties purchased $6.5 million of Series B preferred equity interests and $15.4 million of common equity interest in Sun NG Resorts (herein jointly referred to as “Equity Interest - NG Sun LLC”). The Series B preferred equity interests carry a preferred return at a rate that, at any time, is equal to the interest rate on Sun NG Resorts’ indebtedness at such time. The current rate of return is 5.0 percent. The Equity Interests - NG Sun LLC do not have a fixed maturity date and can be redeemed in the fourth quarter of 2022 at the holders’ option. Sun NG LLC, our subsidiary, has the right during certain periods each year, with or without cause, or for cause at any time, to elect to buy NG Sun LLC’s interest. During a limited period in 2022, NG Sun LLC has the right to put its interest to Sun NG LLC. If either party exercises their option, the property management agreement will be terminated, and the Company is required to purchase the remaining interests of NG Sun LLC and the property management agreement at fair value. Refer to Note 3, “Real Estate Acquisitions,” Note 8, “Consolidated Variable Interest Entities,” and Note 9, “Debt and Lines of Credit” for additional information.
Series A-4 Preferred OP Units
On December 13, 2019, all outstanding shares of the Company’s 6.50% Series A-4 Cumulative Convertible Preferred Stock, and all of the Operating Partnership’s Series A-4 Preferred OP Units, were converted into common stock and common OP units, respectively. All 1,031,747 shares of Series A-4 preferred stock were converted into 458,541 shares of common stock (net of fractional shares paid in cash). All 405,656 Series A-4 preferred OP units were converted into 180,277 common OP units (net of fractional units paid in cash). The Series A-4 preferred shares and units were issued to the sellers of the American Land Lease portfolio which we acquired in 2014 and 2015.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Issuances of Common Stock and Common OP UnitsMarketable Securities
In October 2019, in connection with the acquisition of the Jensen Portfolio, we issued 1,972,876 shares of common stock, net of fractional shares paid in cash.
Conversions
Conversions to Common Stock - Subject to certain limitations, holders can convert certain series of stock and OP units to shares of our common stock at any time. Below is the activity of conversions during 2019 and 2018:
|
| | | | | | | | | | | | | |
| | | | Year Ended |
| | | | December 31, 2019 | | December 31, 2018 |
Series | | Conversion Rate | | Units/Shares | Common Stock | | Units/Shares | Common Stock |
Common OP unit | | 1.0000 |
| | 485,629 |
| 485,629 |
| | 20,608 |
| 20,608 |
|
Series A-1 preferred OP unit | | 2.4390 |
| | 22,707 |
| 55,370 |
| | 13,430 |
| 32,752 |
|
Series A-4 preferred OP unit | | 0.4444 |
| | 4,708 |
| 2,092 |
| | 13,765 |
| 6,116 |
|
Series A-4 preferred stock | | 0.4444 |
| | 1,062,789 |
| 472,366 |
| | 22,576 |
| 10,033 |
|
Series C preferred OP unit | | 1.1100 |
| | 4,014 |
| 4,455 |
| | 1,919 |
| 2,130 |
|
Conversions to Common OP Units - Subject to certain limitations, holders can convert certain series OP units to other seriesMarketable securities are recorded at fair value with changes in fair value recorded in Gain / (Loss) on remeasurement of OP units. There was no such conversion in 2018. Below ismarketable securities on the activityConsolidated Statement of conversions during 2019:
|
| | | | | |
| | Year Ended |
| | December 31, 2019 |
Series | | Units/Shares | Common OP units |
Series A-4 preferred OP units | | 405,656 |
| 180,277 |
|
Dividends
Dividend distributions declared for the quarter ended December 31, 2019 areOperations. The values of marketable securities as follows:
|
| | | | | | | | | |
Dividend | | Record Date | Payment Date | Distribution per Share | Total Distribution (in Thousands) |
Common Stock, Common OP units and Restricted Stock | | 12/31/2019 | 1/15/2020 | $ | 0.75 |
| $ | 71,704 |
|
11. Share-Based Compensation
As of December 31, 2020 and 2019 we had two share-based compensation plans;were $124.7 million and $94.7 million, respectively, and are disclosed on the Sun Communities, Inc. 2015 Equity Incentive Plan (“2015 Equity Incentive Plan”) and the First Amended and Restated 2004 Non-Employee Director Option Plan (“2004 Non-Employee Director Option Plan”). We believe granting equity awards will provide certain executives, key employees and directors additional incentives to promote our financial success and promote employee and director retention by providing an opportunity to acquire or increase the direct proprietary interest of those individuals in our operations and future.Consolidated Balance Sheets.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inventory
Inventory of manufactured homes is stated at lower of specific cost or net realizable value based on the specific identification method and the balance is separately disclosed on our Consolidated Balance Sheet. Other inventory at our MH and RV properties consists primarily of service and merchandise related items, grocery, food and beverage products and are stated at the lower of cost or net realizable value. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized. The inventory balance is included in Other assets, net on our Consolidated Balance Sheet.
Inventory at our marinas consists primarily of boat parts used in our service centers and retail related items such as merchandise used in our ship stores, gasoline and diesel fuel, and food and beverage products. Inventories at our marinas are stated at the lower of cost or net realizable value with cost determined using the weighted-average method. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized.
Investments in Nonconsolidated Affiliates
We apply the equity method of accounting to entities in which we do not have a direct or indirect controlling interest or for variable interest entities where we are not considered the primary beneficiary but can exercise influence over the entity with respect to its operations and major decisions. Under the equity method of accounting, the cost of an investment is adjusted for our share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The income or loss of each entity is allocated in accordance with the provisions of the applicable operating agreements. The allocation provisions in these agreements may differ from the ownership interests held by each investor. The cost method is applied when (a) the investment is minimal (typically less than 5.0 percent) and (b) our investment is passive. Our exposure to losses associated with nonconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings. We review the carrying value of our investments in nonconsolidated affiliates for other than temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors we consider when we evaluate the existence of impairment indicators. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” for additional information.
Notes and Other Receivables
Notes receivable - include installment loans for manufactured homes purchased by us and notes receivable from real estate developers.
Installment Notes Receivable on Manufactured Homes - represent notes receivable for the purchase of manufactured homes primarily located in our communities, which are collateralized by the underlying manufactured home sold. Interest income is accrued based upon the unpaid principal balance of the loans. Past due status of our notes receivable is determined based upon the contractual terms of the note. When a note receivable becomes 60 days delinquent, we stop accruing interest on the note receivable. The interest on nonaccrual loans is accounted for on the cash basis until qualifying for return to accrual.
Due to the election of the fair value option upon adoption of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments,” (“CECL”) effective January 1, 2020, our installment notes receivable on manufactured homes are measured at fair value pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.”
At adoption, we recorded a fair value adjustment to retained earnings. Subsequent to the adoption, the fair value is evaluated quarterly, and the fair value adjustments are recorded in Loss on remeasurement of notes receivable on the Consolidated Statement of Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class.
For the period prior to the adoption of CECL, installment notes receivable are reported at their outstanding unpaid principal balance adjusted for an allowance for loan loss.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Notes Receivable from Real Estate Developers - represent short term construction loans provided to real estate developers. We elected the fair value option for notes receivable from our real estate developers as of January 1, 2020 pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.” The adoption of fair value did not result in any opening balance adjustments as the carrying values of these notes generally approximate their fair market values either due to the short-term nature of the loan and / or the note being secured by underlying collateral and / or personal guarantees. Subsequent to the adoption, the fair value is evaluated quarterly, and any fair value adjustments are recorded in Loss on remeasurement of notes receivable on the Consolidated Statement of Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class.
Restricted Stock
Other receivables - are generally comprised of amounts due from residents for rent and related charges (utility charges, fees and other pass through charges), home sale proceeds receivable from sales near year end, amounts due from marina customers for storage service and lease payments, and various other miscellaneous receivables. Adoption of CECL did not require incremental CECL reserves as we believe that the risk of future expected loss on those accounts is immaterial due to the short-term nature of the accounts, history of collectability, past relationships and various other mitigating factors. Accounts receivable from residents are typically due within 30 days and stated at amounts due from residents net of an allowance for doubtful accounts. Accounts receivable from marina customers are stated at amounts due from marina customer net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. We evaluate the recoverability of our receivables whenever events occur or there are changes in circumstances such that management believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan and lease agreements. Receivables related to community rents are reserved when we believe that collection is less than probable, which is generally after a resident balance reaches 60 to 90 days past due. Receivables related to our marina rents are reserved when we believe that collection is less than probable, which is generally 50 percent for Dockmaster receivable balances over 180 days, and 60 percent after the balance reaches 60 days past due for all other receivables.
Refer to Note 4, “Notes and Other Receivables,” for additional detail on receivables.
Refer to Note 19, “Recent Accounting Pronouncements,” for additional detail on the adoption of CECL.
Goodwill
We account for goodwill pursuant to ASC 350, “Intangibles-Goodwill and Other.”ASC 350-20, “Goodwill and Other”allows entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit (i.e. the first step of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more-likely-than-not greater than the carrying amount, a quantitative calculation would not be needed. Goodwill represents the excess of costs of an acquired business over the fair value of the identifiable assets acquired less identifiable liabilities assumed. Goodwill is not amortized. Goodwill is tested for impairment at the operating segment level. If the fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. We assess our goodwill for impairment on an annual basis or more frequently if events or changes in circumstances arise and impairment indicators are identified. As of December 31, 2020, we recognized $428.8 million of goodwill from the acquisition of Safe Harbor and other marinas accounted for as business combination. The goodwill is attributable to the intellectual capital and going concern value of the acquired business.
Goodwill is deductible for income tax purposes. As such, the goodwill portion allocated to our taxable REIT subsidiary entities will reduce their taxable income. Given that REITs do not customarily report any taxable income (due to the dividends paid deduction), we do not expect any significant tax benefits arising from the goodwill allocable to the REIT.
The majoritycarrying amount of goodwill is separately disclosed on our share-basedConsolidated Balance Sheets. Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional information on goodwill.
Other Intangible Assets
Intangible assets with finite lives - we amortize identified intangible assets that are determined to have finite lives over the period the assets are expected to contribute directly or indirectly to the future cash flows of the property or business.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Trademarks and trade names - we account for trademarks and trade names pursuant to ASC 350, “Intangibles-Goodwill and Other.”All trademarks and trade names have an indefinite useful life except for one that has a finite useful life. Trademarks and trade names with finite lives are amortized over their useful life. Trademarks and trade names with indefinite-lives are not amortized. Trademarks and Trade names are reviewed for impairment on an annual basis or more frequently if indicators of impairment are identified. We first review qualitative factors to determine if a quantitative impairment test is necessary. If the qualitative assessment reveals that it’s “more likely than not” that the asset is impaired, a calculation of the fair value is performed and the asset is written down to its implied fair value, if it is lower than its carrying amount. As of December 31, 2020, we recognized $99.8 million of trademarks and trade names in relation to the acquisition of Safe Harbor and other marinas accounted for as business combinations.
The carrying amounts of the other identified intangible assets are included in Other intangible assets, net on our Consolidated Balance Sheets. Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional information on other intangibles.
Deferred Taxes
We are subject to certain state taxes that are considered to be income taxes and have certain subsidiaries that are taxed as regular corporations for U.S. (i.e., federal, state, local, etc.) and non-U.S. income tax purposes. Deferred tax assets or liabilities are recognized for temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements and net operating loss carryforwards in certain subsidiaries, including those domiciled in foreign jurisdictions, which may be realized in future periods if the respective subsidiary generates sufficient taxable income. Deferred tax assets and liabilities are measured using currently enacted tax rates. A valuation allowance is established if, based on the available evidence, it is considered more likely than not that some portion or all of the deferred tax assets will not be realized. Refer to Note 12, “Income Taxes,” for additional information.
Temporary Equity
Temporary equity includes preferred securities that are redeemable for cash at the option of the holder or upon the occurrence of an event that is not solely within our control based on a fixed or determinable price. These preferred securities are not mandatorily redeemable for cash nor do they contain a fixed maturity date. Temporary equity is classified between Liabilities and Stockholders’ Equity on the Consolidated Balance Sheets.
Share-Based Compensation
Share-based compensation is awarded ascost for service vesting restricted stock grants to executives and key employees. We have also awarded restrictedawards is measured based on the closing share price of our common stock to our non-employee directors.on the date of grant. We measure the fair value associatedof awards with these awardsperformance conditions based on an estimate of shares expected to vest using the closing price of our common stock as of the grant date to calculate compensation cost. Employee awards typically vest over several years and are subject to continued employment bydate. If it is not probable that the employee. Award recipients receive distribution payments on unvested shares of restricted stock.
2015 Equity Incentive Plan
At the Annual Meeting of Stockholders held on July 20, 2015, the stockholders approved the 2015 Equity Plan. The 2015 Equity Plan had been adopted by the Board and was effective upon approval by our stockholders. The maximum number of shares of common stock that may be issued under the 2015 Equity Plan is 1,750,000 shares of our common stock, with 974,864 shares remaining for future issuance.
2004 Non-Employee Director Option Plan
The director plan was approved by our stockholders at the Annual Meeting of Stockholders held on July 19, 2012. The director plan amended and restated in its entirety our 2004 Non-Employee Director Stock Option Plan. At the Annual Meeting of the Stockholders held on May 17, 2018, the stockholders approved the First Amendment to Sun Communities, Inc. First Amended and Restated 2004 Non-Employee Director Option Plan to increase the number of authorized shares under the plan by 200,000 shares.
The types of awards that may be granted under the director plan are options, restricted stock and OP units. Only non-employee directors are eligible to participate in the director plan. The maximum number of options, restricted stock and OP units that may be issued under the Director Plan is 375,000 shares, with 191,774 shares remaining for future issuance.
During the year ended December 31, 2019 and 2018, shares were granted as follows:
|
| | | | | | | | | | | | | | |
Grant Period | Type | Plan | Shares Granted | | Grant Date Fair Value Per Share | | Vesting Type | Vesting Anniversary | | Percentage |
2019 | Executive Officers | 2015 Equity Incentive Plan | 44,000 |
| | $ | 115.39 |
| (1) | Time Based | 20.0% annually over 5 years |
2019 | Executive Officers | 2015 Equity Incentive Plan | 66,000 |
| (2) | $ | 115.39 |
| (2) | Market Condition | 3rd | | 100.0 | % |
2019 | Directors | 2004 Non-Employee Director Option Plan | 18,000 |
| | $ | 113.68 |
| (1) | Time Based | 3rd | | 100.0 | % |
2019 | Key Employees | 2015 Equity Incentive Plan | 55,770 |
| | $ | 120.01 |
| (1) | Time Based | 20.0% annually over 5 years |
2019 | Key Employees | 2015 Equity Incentive Plan | 6,250 |
| | $ | 142.48 |
| (1) | Time Based | 20.0% annually over 5 years |
2018 | Key Employees | 2015 Equity Incentive Plan | 16,500 |
| | $ | 88.30 |
| (1) | Time Based | 2nd | | 35.0 | % |
| | | | | | | | 3rd | | 35.0 | % |
| | | | | | | | 4th | | 20.0 | % |
| | | | | | | | 5th | | 5.0 | % |
| | | | | | | | 6th | | 5.0 | % |
2018 | Key Employees | 2015 Equity Incentive Plan | 50,100 |
| | $ | 86.97 |
| (1) | Time Based | 20.0% annually over 5 years |
2018 | Executive Officers | 2015 Equity Incentive Plan | 60,000 |
| | $ | 87.24 |
| (1) | Time Based | 20.0% annually over 5 years |
2018 | Executive Officers | 2015 Equity Incentive Plan | 90,000 |
| | $ | 65.24 |
| (3) | Market Condition | 3rd | | 100.0 | % |
2018 | Directors | 2004 Non-Employee Director Option Plan | 16,800 |
| | $ | 85.28 |
| (1) | Time Based | 3rd | | 100.0 | % |
(1) Grant date fair value is measured based on the closing price of our common stock on the date(s) shares are issued.
(2) Share-based compensation for restricted stock awards with market and performance conditions is measured based on an estimate of shares expected to vest.will be satisfied, we do not recognize compensation expense. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. At the grant date, our common stock price was $115.39. Based on the Monte Carlo simulation we expect 75.1%We recognize compensation cost ratably over each tranche of the 66,000 shares to vest.
(3) Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest. We estimate the fair value of share-based compensationestimated by the model. Refer to Note 10, “Share-Based Compensation,” for restricted stock with market conditions using a Monte Carlo simulation. At the grant date, our common stock price was $87.24. Based on the Monte Carlo simulation we expect 74.8% of the 90,000 shares to vest.additional information.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes our restricted stock activity for the years ended December 31, 2019, 2018, and 2017:
|
| | | | | | |
| Number of Shares | | Weighted Average Grant Date Fair Value |
Unvested restricted shares at January 1, 2017 | 841,634 |
| | $ | 56.38 |
|
Granted | 219,400 |
| | $ | 79.38 |
|
Vested | (196,412 | ) | | $ | 47.60 |
|
Forfeited | (4,769 | ) | | $ | 56.43 |
|
Unvested restricted shares at December 31, 2017 | 859,853 |
| | $ | 64.25 |
|
Granted | 233,400 |
| | $ | 87.12 |
|
Vested | (214,111 | ) | | $ | 54.69 |
|
Forfeited | (8,025 | ) | | $ | 72.16 |
|
Unvested restricted shares at December 31, 2018 | 871,117 |
| | $ | 72.65 |
|
Granted | 190,020 |
| | $ | 117.47 |
|
Vested | (237,406 | ) | | $ | 64.46 |
|
Forfeited | (10,690 | ) | | $ | 79.58 |
|
Unvested restricted shares at December 31, 2019 | 813,041 |
| | $ | 85.43 |
|
Total compensation cost recognized for restricted stock was $17.5 million, $15.1 million, and $12.7 million for the years ended December 31, 2019, 2018, and 2017, respectively. The total fair value of shares vested was $15.3 million, $11.7 million, and $9.3 million for the years ended December 31, 2019, 2018 and 2017, respectively.
The remaining share-based compensation cost, net related to our unvested restricted shares outstanding as of December 31, 2019 is approximately $39.0 million. The following table summarizes our expected share-based compensation cost, net related to our unvested restricted shares, in millions:
|
| | | | | | | | | | | | | | | |
| 2020 | | 2021 | | 2022 | | Thereafter |
Expected share-based compensation costs, net | $ | 16.6 |
| | $ | 11.3 |
| | $ | 7.1 |
| | $ | 4.0 |
|
Options
During 2019, 1,500 non-employee director options exercised for net proceeds of less than $0.2 million. There were no non-employee director options exercised during 2018. At December 31, 2019, 1,500 fully vested non-employee director options remained outstanding with an intrinsic value of less than $0.1 million. These options had a weighted average exercise price of $37.35 and a weighted average contractual term of approximately 1.6 years. No options have been granted, and there has been no compensation expense associated with non-vested stock option awards for the years ended December 31, 2019, 2018, or 2017.
12. Segment Reporting
We group our operating segments into reportable segments that provide similar products and services. Each operating segment has discrete financial information evaluated regularly by our chief operating decision maker in evaluating and assessing performance. We have two reportable segments: (i) Real Property Operations and (ii) Home Sales and Rentals. The Real Property Operations segment owns, operates, has an interest in a portfolio, and develops MH communities and RV communities and is in the business of acquiring, operating, and expanding MH and RV communities. The Home Sales and Rentals segment offers manufactured home sales and leasing services to tenants and prospective tenants of our communities.
Transactions between our segments are eliminated in consolidation. Transient RV revenue is included in the Real Property Operations segment revenues and is approximately $132.3 million for the year ended December 31, 2019. In 2019, transient RV revenue was recognized 19.8 percent in the first quarter, 23.1 percent in the second quarter, 41.0 percent in the third quarter, and 16.1 percent in the fourth quarter.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A presentation of our segment financial information is summarized as follows (amounts in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Revenues | $ | 992,545 |
| | $ | 239,508 |
| | $ | 1,232,053 |
| | $ | 880,080 |
| | $ | 219,688 |
| | $ | 1,099,768 |
| | $ | 779,739 |
| | $ | 177,957 |
| | $ | 957,696 |
|
Operating expenses / Cost of sales | 375,690 |
| | 156,352 |
| | 532,042 |
| | 330,695 |
| | 146,637 |
| | 477,332 |
| | 290,016 |
| | 117,274 |
| | 407,290 |
|
Net operating income / Gross profit | 616,855 |
| | 83,156 |
| | 700,011 |
| | 549,385 |
| | 73,051 |
| | 622,436 |
| | 489,723 |
| | 60,683 |
| | 550,406 |
|
Adjustments to arrive at net income / (loss) | | | | | | | | | | | | | | | | | |
Interest and other revenues, net | 31,984 |
| | — |
| | 31,984 |
| | 27,057 |
| | — |
| | 27,057 |
| | 24,875 |
| | (1 | ) | | 24,874 |
|
Home selling expenses | — |
| | (14,690 | ) | | (14,690 | ) | | — |
| | (15,722 | ) | | (15,722 | ) | | — |
| | (12,457 | ) | | (12,457 | ) |
General and administrative expenses | (82,320 | ) | | (11,644 | ) | | (93,964 | ) | | (70,512 | ) | | (10,917 | ) | | (81,429 | ) | | (74,548 | ) | | (9,425 | ) | | (83,973 | ) |
Catastrophic weather related charges, net | (1,729 | ) | | (8 | ) | | (1,737 | ) | | 140 |
| | (232 | ) | | (92 | ) | | (7,856 | ) | | (496 | ) | | (8,352 | ) |
Depreciation and amortization | (250,686 | ) | | (77,381 | ) | | (328,067 | ) | | (218,617 | ) | | (68,645 | ) | | (287,262 | ) | | (199,960 | ) | | (61,576 | ) | | (261,536 | ) |
Loss on extinguishment of debt | (16,505 | ) | | — |
| | (16,505 | ) | | (1,190 | ) | | — |
| | (1,190 | ) | | (4,676 | ) | | — |
| | (4,676 | ) |
Interest on mandatorily redeemable preferred OP units / equity | (4,698 | ) | | — |
| | (4,698 | ) | | (3,694 | ) | | — |
| | (3,694 | ) | | (3,114 | ) | | — |
| | (3,114 | ) |
Interest expense | (133,125 | ) | | (28 | ) | | (133,153 | ) | | (130,535 | ) | | (21 | ) | | (130,556 | ) | | (128,456 | ) | | (15 | ) | | (128,471 | ) |
Gain / (loss) on remeasurement of marketable securities | 34,240 |
| | — |
| | 34,240 |
| | (3,639 | ) | | — |
| | (3,639 | ) | | — |
| | — |
| | — |
|
Other income / (expense), net | 3,604 |
| | (147 | ) | | 3,457 |
| | (6,414 | ) | | (39 | ) | | (6,453 | ) | | 8,983 |
| | (1 | ) | | 8,982 |
|
Income from nonconsolidated affiliates | — |
| | 1,374 |
| | 1,374 |
| | — |
| | 790 |
| | 790 |
| | — |
| | — |
| | — |
|
Current tax expense | (746 | ) | | (349 | ) | | (1,095 | ) | | (372 | ) | | (223 | ) | | (595 | ) | | (62 | ) | | (384 | ) | | (446 | ) |
Deferred tax benefit | 222 |
| | — |
| | 222 |
| | 507 |
| | — |
| | 507 |
| | 582 |
| | — |
| | 582 |
|
Net income / (loss) | 197,096 |
| | (19,717 | ) | | 177,379 |
| | 142,116 |
| | (21,958 | ) | | 120,158 |
| | 105,491 |
| | (23,672 | ) | | 81,819 |
|
Less: Preferred return to preferred OP units / equity | (6,058 | ) | | — |
| | (6,058 | ) | | (4,486 | ) | | — |
| | (4,486 | ) | | (4,581 | ) | | — |
| | (4,581 | ) |
Less: Amounts attributable to noncontrolling interests | (10,659 | ) | | 891 |
| | (9,768 | ) | | (9,512 | ) | | 1,069 |
| | (8,443 | ) | | (6,319 | ) | | 1,264 |
| | (5,055 | ) |
Net income / (loss) attributable to Sun Communities, Inc. | 180,379 |
| | (18,826 | ) | | 161,553 |
| | 128,118 |
| | (20,889 | ) | | 107,229 |
| | 94,591 |
| | (22,408 | ) | | 72,183 |
|
Less: Preferred stock distribution | (1,288 | ) | | — |
| | (1,288 | ) | | (1,736 | ) | | — |
| | (1,736 | ) | | (7,162 | ) | | — |
| | (7,162 | ) |
Net income / (loss) attributable to Sun Communities, Inc. common stockholders | $ | 179,091 |
| | $ | (18,826 | ) | | $ | 160,265 |
| | $ | 126,382 |
| | $ | (20,889 | ) | | $ | 105,493 |
| | $ | 87,429 |
| | $ | (22,408 | ) | | $ | 65,021 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2019 | | December 31, 2018 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Identifiable assets | | | | | | | | | | | |
Investment property, net | $ | 6,651,275 |
| | $ | 581,345 |
| | $ | 7,232,620 |
| | $ | 5,586,444 |
| | $ | 531,872 |
| | $ | 6,118,316 |
|
Cash, cash equivalents and restricted cash | (8,346 | ) | | 43,176 |
| | 34,830 |
| | 36,294 |
| | 25,968 |
| | 62,262 |
|
Marketable securities | 94,727 |
| | — |
| | 94,727 |
| | 49,037 |
| | — |
| | 49,037 |
|
Inventory of manufactured homes | — |
| | 62,061 |
| | 62,061 |
| | — |
| | 49,199 |
| | 49,199 |
|
Notes and other receivables, net | 142,509 |
| | 15,417 |
| | 157,926 |
| | 145,673 |
| | 14,404 |
| | 160,077 |
|
Collateralized receivables, net | — |
| | — |
| | — |
| | 106,924 |
| | — |
| | 106,924 |
|
Other assets, net | 167,804 |
| | 52,092 |
| | 219,896 |
| | 128,076 |
| | 36,135 |
| | 164,211 |
|
Total assets | $ | 7,047,969 |
| | $ | 754,091 |
| | $ | 7,802,060 |
| | $ | 6,052,448 |
| | $ | 657,578 |
| | $ | 6,710,026 |
|
13. Income Taxes
We have elected to be taxed as a REIT pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended (“Code”). In order for us to qualify as a REIT, at least 95.0 percent of our gross income in any year must be derived from qualifying sources. In addition, a REIT must distribute annually at least 90.0 percent of its REIT taxable income (calculated without any deduction for dividends paid and excluding capital gain) to its stockholders and meet other tests.
Qualification as a REIT involves the satisfaction of numerous requirements (on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the area of REIT taxation, which requires us to continually monitor our tax status. We analyzed the various REIT tests and confirmed that we continued to qualify as a REIT for the year ended December 31, 2019.
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 (“AMT”) in 2017 as AMT is no longer applicable for years beginning after 2017). Even if we qualify as a REIT, we may be subject to certain state and local income taxes as well as U.S. federal income and excise taxes on our undistributed income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries (“TRSs”) is subject to federal, state and local income taxes. The Company is also subject to income taxes in Canada as a result of the acquisition of Carefree in 2016 and in Australia as a result of our investment in Ingenia Communities Group in 2018. We do not provide for withholding taxes on our undistributed earnings from our Canadian subsidiaries as they are reinvested and will continue to be reinvested indefinitely outside the United States. However, we did incur $0.2 million of withholding taxes on distributions from our investment in Ingenia Communities Group.
For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, and return of capital. For the years ended December 31, 2019, 2018, and 2017, distributions paid per share were taxable as follows (unaudited / rounded):
|
| | | | | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
| Amount | | Percentage | | Amount | | Percentage | | Amount | | Percentage |
Ordinary income (1) | $ | 1.66 |
| | 56.0 | % | | $ | 1.58 |
| | 56.4 | % | | $ | 0.83 |
| | 31.2 | % |
Capital gain | — |
| | — | % | | 0.13 |
| | 4.8 | % | | — |
| | — | % |
Return of capital | 1.30 |
| | 44.0 | % | | 1.09 |
| | 38.8 | % | | 1.83 |
| | 68.8 | % |
Total distributions declared | $ | 2.96 |
| | 100.0 | % | | $ | 2.80 |
| | 100.0 | % | | $ | 2.66 |
| | 100.0 | % |
(1) 98.8276%% of the ordinary taxable dividend qualifies as Section 199A dividend for 2019 and 1.1724% of the ordinary taxable dividend qualifies as a Qualified Dividend for 2019.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. Under the Tax Act, the corporate income tax rate is reduced from a maximum marginal rate of 35.0 percent to a flat 21.0 percent. In accordance with ASC 740, “Accounting for Income Taxes,” we recognized the effect of tax law changes in the period of enactment even though the effective date of most provisions of the Tax Act was January 1, 2018.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of our provision / (benefit) for income taxes attributable to continuing operations for the year ended December 31, 2019 and 2018 are as follows (amounts in thousands):
|
| | | | | | | | |
| | Year Ended |
| | December 31, 2019 | | December 31, 2018 |
Federal | | | | |
Current | | $ | (3 | ) | | $ | (102 | ) |
State and Local | | | | |
Current | | 919 |
| | 701 |
|
Deferred | | — |
| | 11 |
|
Foreign | | | | |
Current | | 179 |
| | (4 | ) |
Deferred | | (222 | ) | | (518 | ) |
| | | | |
Total (benefit) / provision | | $ | 873 |
| | $ | 88 |
|
A reconciliation of the provision / (benefit) for income taxes with the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the year ended December 31, 2019 and 2018 is as follows (amounts in thousands):
|
| | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2019 | | December 31, 2018 |
Pre-tax loss attributable to taxable subsidiaries | | $ | (4,122 | ) | | | | $ | (7,299 | ) | | |
| | | | | | | | |
Federal (benefit) / provision at statutory tax rate | | (866 | ) | | 21.0 | % | | (1,534 | ) | | 21.0 | % |
State and local taxes, net of federal benefit | | 42 |
| | (1.0 | )% | | — |
| | — | % |
Alternative minimum tax | | — |
| | — | % | | — |
| | — | % |
Rate differential | | (73 | ) | | 1.8 | % | | (112 | ) | | 1.5 | % |
Change in valuation allowance | | 526 |
| | (12.7 | )% | | 2,885 |
| | (39.5 | )% |
Change in deferred tax asset | | — |
| | — | % | | — |
| | — | % |
Others | | 692 |
| | (16.8 | )% | | (1,576 | ) | | 21.6 | % |
Tax (benefit) / provision - taxable subsidiaries | | 321 |
| | (7.7 | )% | | (337 | ) | | 4.6 | % |
Other state taxes - flow through subsidiaries | | 552 |
| | | | 425 |
| | |
Total (benefit) / provision | | $ | 873 |
| | | | $ | 88 |
| | |
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 and basis differences between tax and U.S. GAAP.
At December 31, 2017, we re-measured the deferred tax assets and liabilities of our U.S. TRSs to reflect the effect of the enacted change in the tax rate under the Tax Act. We have also considered the new tax rate in assessing the need for and change to our existing valuation allowance and adjusted accordingly. Since we have recorded a full valuation allowance against substantially all of our deferred tax assets related to the U.S. TRSs, no material impact on the net deferred tax asset and the provision for income taxes was noted.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The deferred tax assets and liabilities included in the consolidated balance sheets are comprised of the following tax effects of temporary differences and based on the Tax Act (amounts in thousands):
|
| | | | | | | |
| As of |
| December 31, 2019 | | December 31, 2018 |
Deferred Tax Assets | | | |
NOL carryforwards | $ | 18,009 |
| | $ | 18,071 |
|
Depreciation and basis differences | 28,787 |
| | 28,140 |
|
Other | 395 |
| | 784 |
|
Gross deferred tax assets | 47,191 |
| | 46,995 |
|
Valuation allowance | (45,342 | ) | | (44,817 | ) |
Net deferred tax assets | 1,849 |
| | 2,178 |
|
| | | |
Deferred Tax Liabilities | | | |
Basis differences - foreign investment | (22,813 | ) | | (22,406 | ) |
Gross deferred tax liabilities | (22,813 | ) | | (22,406 | ) |
| | | |
Net Deferred Tax Liability (1) | $ | (20,964 | ) | | $ | (20,228 | ) |
(1) Net deferred tax liability is included within Other liabilities in our Consolidated Balance Sheets.
Our U.S. TRS operating loss carryforwards are $75.3 million, or $15.6 million after tax, including SHS loss carryforwards of $73.0 million, or $15.3 million after tax, as of December 31, 2019. The loss carryforwards will begin to expire in 2023 through 2035 if not offset by future taxable income. In addition, our Canadian subsidiaries have operating loss carryforwards of $9.1 million, or $2.4 million after tax, as of December 31, 2019. The loss carryforwards will begin to expire in 2033 through 2038 if not offset by future taxable income.
We had 0 unrecognized tax benefits as of December 31, 2019 and 2018. We expect 0 significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2019.
We classify certain state taxes as income taxes for financial reporting purposes. We recorded a provision for state income taxes of $0.9 million for the year ended December 31, 2019, $0.7 million for the year ended December 31, 2018, and $0.7 million for the year ended December 31, 2017.
As previously noted, certain of our subsidiaries are subject to income taxes in the U.S. and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require application of significant judgment. With few exceptions, we are no longer subject to U.S. federal, state and local, examinations by tax authorities for the tax years ended December 31, 2011 and prior. In addition, our Canadian subsidiaries are subject to taxes in Canada and in the province of Ontario. We are no longer subject to examination by the Canadian tax authorities for the tax years ended December 31, 2012 and prior.
Our policy is to report income tax penalties and income tax related interest expense as a component of income tax expense. No interest or penalty associated with any unrecognized income tax benefit or provision was accrued, nor was any income tax related interest or penalty recognized during the years ended December 31, 2019, 2018 and 2017.
In 2017, SHS underwent an audit by the Internal Revenue Service for the 2015 tax year. Upon conclusion of the audit, no adjustment was required.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. Earnings Per Share
We have outstanding stock options and unvested restricted common shares. Our Operating Partnership has outstanding common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units, Series D preferred OP units and Aspen preferred OP Units, which, if converted or exercised, may impact dilution.
Computations of basic and diluted earnings per share were as follows (in thousands, except per share data):
|
| | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Numerator | | | | | | |
Net Income attributable to Sun Communities, Inc. common stockholders | | $ | 160,265 |
| | $ | 105,493 |
| | $ | 65,021 |
|
Less allocation to restricted stock awards | | (1,170 | ) | | (831 | ) | | (455 | ) |
Basic earnings - Net income attributable to common stockholders after allocation to restricted stock awards | | $ | 159,095 |
| | $ | 104,662 |
| | $ | 64,566 |
|
Add allocation to restricted stock awards | | 1,170 |
| | 831 |
| | 455 |
|
Diluted earnings - Net income attributable to common stockholders after allocation to restricted stock awards | | $ | 160,265 |
| | $ | 105,493 |
| | $ | 65,021 |
|
|
| | | | | | | | | | | | |
Denominator | | | | |
| | |
|
Weighted average common shares outstanding | | 88,460 |
| | 81,387 |
| | 76,084 |
|
Add: dilutive stock options | | 1 |
| | 2 |
| | 2 |
|
Add: dilutive restricted stock | | 454 |
| | 651 |
| | 625 |
|
Diluted weighted average common shares and securities | | 88,915 |
| | 82,040 |
| | 76,711 |
|
Earnings per share available to common stockholders after allocation | | | | | | |
Basic earnings per share | | $ | 1.80 |
| | $ | 1.29 |
| | $ | 0.85 |
|
Diluted earnings per share | | $ | 1.80 |
| | $ | 1.29 |
| | $ | 0.85 |
|
We have excluded certain securities from the computation of diluted earnings per share because the inclusion of these securities would have been anti-dilutive for the periods presented. The following table presents the outstanding securities that were excluded from the computation of diluted earnings per share for the years ended December 31, 2019, 2018 and 2017 (amounts in thousands):
|
| | | | | | | | | |
| | Year Ended |
| | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Common OP units | | 2,420 |
| | 2,726 |
| | 2,746 |
|
Series A-4 preferred stock | | — |
| | 1,063 |
| | 1,085 |
|
A-3 preferred OP units | | 40 |
| | 40 |
| | 40 |
|
A-1 preferred OP units | | 309 |
| | 332 |
| | 345 |
|
A-4 preferred OP units | | — |
| | 410 |
| | 424 |
|
Aspen preferred OP units | | 1,284 |
| | 1,284 |
| | 1,284 |
|
Series C preferred OP units | | 310 |
| | 314 |
| | 316 |
|
Series D preferred OP units | | 489 |
| | — |
| | — |
|
Total securities | | 4,852 |
| | 6,169 |
| | 6,240 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Selected Quarterly Financial Information (Unaudited)
The following is a condensed summary of our unaudited quarterly results for years ended 2019 and 2018 (in thousands, except per share data):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2019 Quarters | | 2018 Quarters |
| | March 31, 2019 | | June 30, 2019 | | September 30, 2019 | | December 31, 2019 | | March 31, 2018 | | June 30, 2018 | | September 30, 2018 | | December 31, 2018 |
Total Revenues | | $ | 287,330 |
| | $ | 312,445 |
| | $ | 362,443 |
| | $ | 301,819 |
| | $ | 257,975 |
| | $ | 271,434 |
| | $ | 323,413 |
| | $ | 274,003 |
|
Total Expenses | | 252,759 |
| | 272,273 |
| | 305,989 |
| | 293,835 |
| | 221,871 |
| | 245,125 |
| | 273,119 |
| | 257,162 |
|
Income Before Other Items | | $ | 34,571 |
| | $ | 40,172 |
| | $ | 56,454 |
| | $ | 7,984 |
| | $ | 36,104 |
| | $ | 26,309 |
| | $ | 50,294 |
| | $ | 16,841 |
|
| | | | | | | | | | | | | | | | |
Net Income attributable to Sun Communities, Inc. common stockholders | | $ | 34,331 |
| | $ | 40,385 |
| | $ | 57,002 |
| | $ | 28,547 |
| | $ | 29,986 |
| | $ | 20,408 |
| | $ | 46,060 |
| | $ | 9,039 |
|
| | | | | | | | | | | | | | | | |
Earnings per share (1) | | | | | | | | | | | | | | | | |
Basic earnings per share | | $ | 0.40 |
| | $ | 0.46 |
| | $ | 0.63 |
| | $ | 0.31 |
| | $ | 0.38 |
| | $ | 0.25 |
| | $ | 0.56 |
| | $ | 0.11 |
|
Diluted earnings per share | | $ | 0.40 |
| | $ | 0.46 |
| | $ | 0.63 |
| | $ | 0.31 |
| | $ | 0.38 |
| | $ | 0.25 |
| | $ | 0.56 |
| | $ | 0.11 |
|
(1) Earnings per share for the year may not equal the sum of the fiscal quarters’ earnings per share due to changes in basic and diluted shares outstanding.
16. Fair Value of Financial Instruments
Our financial instruments consist primarily of cash, cash equivalents and restricted cash, marketable securities, accounts and notes receivable, marketable securities, accounts payable, debt, and debt.
contingent consideration liability. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to FASB ASC Topic 820, “Fair“Fair Value Measurements and Disclosures,Disclosures.”
”
ASC 820 requires disclosure regarding determination of fair value for assets and liabilities and establishes a three-tiered fair value hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’sour market assumption. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:
Level 1—1 - Quoted unadjusted prices for identical instruments in active markets;markets that we have the ability to access;
Level 2—2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) in active markets;markets or can be corroborated by observable market data; and
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Level 3—3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use.
We utilize fair value measurementsRefer to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The followingNote 15, “Fair Value of Financial Instruments,” for additional information on methods and assumptions were used in order to estimate the fair value of each classfinancial instrument class.
Revenue Recognition
As a real estate owner and operator, the majority of financial instrumentsour revenue is derived from site and home leases that are accounted for pursuant to ASC 842 “Leases.” We account for all revenue from contracts with customers following ASC 606, “Revenue from Contracts with Customers” except for those that are within the scope of other topics in the FASB accounting standards codification. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which itthe entity expects to be entitled in exchange for those goods or services. A five-step transactional analysis is practicablerequired to estimatedetermine how and when to recognize revenue. For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that value:we expect to receive for the transfer of goods or provision of services. Refer to Note 2, “Revenue,” for additional information.
Income from real property at our MH and RV properties is revenue from residents and guests in our communities who lease the site on which their home or RV is located, and either own or lease their home. Resident leases are generally for one-year, but may range from month-to-month to two year terms and are renewable by mutual agreement between the parties, or in some cases, as provided by statute. Revenue from site and home leases falls under the scope of ASC 842, and is accounted for as operating leases with straight-line recognition. Income from real property includes income from site leases for annual MH residents, site leases for annual RV residents and site rentals to transient RV residents. Non-lease components of our site lease contracts, which are primarily provision of utility services, are accounted for with the site lease as a single lease under ASC 842. Additionally, we include collections of real estate taxes from residents within Income from real property.
Income from real property also includes rental income attributable to our marinas that consists primarily of storage lease revenues, slip rental revenues, and commercial lease income. The majority of our storage space leases and slip rental have annual terms that are generally billed seasonally and are renewable by mutual agreement between the parties. Storage space leases and slip rentals are paid annually, seasonally, quarterly, monthly, or transient by night. Storage lease revenues are typically earned on a monthly basis over the course of the term of the lease. Similar to storage leases, slip rental revenues are recognized as earned on a monthly basis during the sliprental season. When payment is received in advance of being earned, those amounts are classified as deferred revenues. Commercial lease income is typically earned on a monthly basis. We recognize lease income on a straight-line basis when rental agreements contain material escalation clauses. Additionally, rental income which includes boat and lodging rentals is included in Income from real property. Income from boat and lodging rentals is earned when services have been rendered. Similarly, retail, fuel, restaurant, and service revenues are earned when items are purchased or services are rendered and are included in Income from real properties. Those revenues are recognized net of taxes collected from customers and submitted to taxing authorities.
Revenue from home sales - our taxable REIT subsidiary, SHS, sells manufactured homes to current and prospective residents in our communities. We recognize revenue for home sales pursuant to ASC 606 as manufactured homes are tangible personal property that can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate and we therefore do not consider them to be subject to the guidance in ASC 360-20 “Real Estate Sales.” In accordance with the core principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we have no remaining performance obligation. As of December 31, 2020, and December 31, 2019, we had $23.6 million and $20.9 million, respectively, of receivables from contracts with customers, which consists of home sales proceeds, and are presented as a component of Notes and other receivables, net on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes. We report real estate taxes collected from residents and remitted to taxing authorities in revenue.
Rental home revenue - is comprised of rental agreements whereby we lease homes to residents in our communities. We account for these revenues under ASC 842.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ancillary revenue - is primarily composed of proceeds from restaurant, golf, merchandise, retail, fuel, service and other activities at our RV resorts and marinas, and is included in the scope of ASC 606. Revenues are recognized at the point of sale when control of the good or service transfers to the customer and our performance obligation has been satisfied. In addition, leasing of short-term vacation home rentals is included within ancillary revenue and falls within the scope of ASC 842. Marina rental income, which includes boat rentals, is included in ancillary revenue, and is earned when the customer takes control of good or service. Sales and other taxes that we collect concurrent with revenue-producing activities are excluded from the transaction price.
Interest income - is earned primarily on our notes receivable, which include installment notes receivables on manufactured homes purchased by us from loan originators and notes receivable from real estate developers. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Interest income is not in the scope of ASC 606. Refer to Note 4, “Notes and Other Receivables,” for additional information.
Brokerage commissions and other revenues - comprise (a) brokerage commissions at our marinas, and (b) brokerage commissions for sales of manufactured homes at our MH and RV properties, where we act as agent and arrange for a third party to transfer a manufactured home, a park model or a boat to a customer within one of our properties. Brokerage commission revenues are recognized on a net basis at closing, when the transaction is completed and our performance obligations have been fulfilled. Other revenues primarily include management fee revenue earned from managing third party owned marinas.
Advertising Costs
Advertising costs are expensed as incurred. As of December 31, 2020, 2019 and 2018, we had advertising costs of $8.3 million, $6.7 million and $6.2 million, respectively.
Depreciation and Amortization
Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets, ranging from three months to 40 years depending upon the asset classification.
| | | | | | | | | | | | | | |
Asset lives | | Useful Life |
Land improvement and building | | 15 years | - | 40 years |
Rental homes | | 10 years |
Furniture, fixtures and equipment | | 5 years | - | 30 years |
Computer hardware and software | | 3 years | - | 5 years |
Dock improvements | | 15 years | - | 40 years |
Site improvements | | 7 years | - | 40 years |
Leasehold improvement | | Lesser of lease term or useful life of assets |
In-place leases | | 3 months | - | 13 years |
Slip in-place leases | | 6 months | - | 7 months |
Goodwill | | Indefinite |
Non - competition agreements | | 5 years |
Trademarks and trade names | | Various(1) |
Customer Relationships | | 1 year | - | 7.5 years |
Franchise agreements and other intangible assets | | 4.5 years | - | 20 years |
(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.
Foreign Currency
The assets and liabilities of our Australian and Canadian operations, where the functional currency is the Australian dollar and Canadian dollar, are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Income statement amounts are translated at the average exchange rate prevailing during the period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss). Foreign currency exchange gains and losses arising from fluctuations in currency exchange rates on transactions and the effects of remeasurement of monetary balances denominated in currencies other than the functional currency are recorded in earnings.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2020, we recorded a foreign currency translation gain of $8.0 million as compared to a foreign currency translation gain of $4.6 million for the year ended December 31, 2019 and $8.2 million foreign currency translation loss for the year ended December 31, 2018 on our Consolidated Statements of Operations.
Accounting for leases
In February 2016, the FASB issued ASC 2016-02 codified in ASC Topic 842, “Leases,” which amends the guidance in former ASC Topic 840, Leases. On January 1, 2019, we adopted ASC 2016-02. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right of-use (“ROU”) assets and lease liabilities on the balance sheets for those leases classified as operating leases and disclose key information about leasing arrangements. At adoption, we elected the package of practical expedients, which permits us not to reassess expired or existing contracts containing a lease, the lease classification for expired or existing contracts, initial direct costs for any existing leases. We elected not to allocate lease obligation between lease and non-lease components of our agreements for both leases where we are a lessor and leases where we are a lessee. We did not elect the hindsight practical expedient, which permits us to use hindsight in determining the lease terms and impairment implications. We did not elect to use a portfolio approach in the valuation of ROU assets and corresponding liabilities. Some ROU assets include an extension option, which is included in the ROU assets and liabilities only if we are reasonably certain to exercise the option.
Lessee Accounting
We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for land and submerged land under non-cancelable operating leases at certain properties, executive office spaces, and certain equipment leases. The ROU asset and liabilities are included within Other assets, net and Other liabilities on the Consolidated Balance Sheets.
For operating leases with a term greater than one year, we recognize the ROU assets and liabilities related to the lease payments on the Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The ROU assets represent our right to use the underlying assets for the term of the lease and the lease liabilities represent our obligation to make lease payments arising for the agreements. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The ROU asset is periodically reduced by impairment losses. As of December 31, 2020, we have not encountered any impairment losses. Variable lease payments, except for the ones that depend on index or rate, are excluded from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the Consolidated Statements of Operations in the period in which they are incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. The lease liability costs are amortized over the straight-line method over the term of the lease. Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset or liability recognized on the Consolidated Balance Sheets.
Finance leases where we are the lessee are included in Other assets, net and Other liabilities on our Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For finance leases the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. ROU assets are periodically reduced by impairment losses. As of December 31, 2020, we have had no impairment losses. Refer to Note 17, “Leases,” for information regarding leasing activities.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lessor Accounting
Our income from real property and rental home revenue at our MH and RV properties is derived from rental agreements where we are the lessor. Our recognition of rental revenue remains mainly consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. ASC 842 limits the definition of initial direct costs to only the incremental costs of signing a lease. Internal sales employees’ compensation, payroll-related fringe benefits, certain legal fees rendered prior to the execution of a lease, negotiation costs, advertising and other origination effort costs no longer meet the definition of initial direct costs under the new standard, and therefore are accounted for as general and administrative expense in our Consolidated Statements of Operations. ASC 842 permits the capitalization of direct commission costs.
Our MH and RV sites are typically leased to customers on an annual basis. Seasonal RV sites are generally leased to customers for a period less than one year. Transient RV sites are leased to customers on a short-term basis. In addition, customers may lease homes that are located in our MH communities.
Our MH and RV leases with customers are classified as operating leases. Lease income from tenants is recognized on a straight-line basis over the terms of the relevant lease agreement and is included within Income from real property, Rental home revenue and Ancillary revenue on the Consolidated Statements of Operations. When collectability is not reasonably assured, the resident is placed on non-accrual status and revenue is recognized when cash payments are received.
Rental income from customers for wet slips and dry storage spaces at our marinas, is accounted for pursuant to ASC 842. Wet slips and dry storage spaces are typically leased to customers on an annual basis. Seasonal wet slips and dry storage spaces are generally leased to customers for a period less than one year. Transient wet slips and dry storage spaces are leased to customers on a short-term basis. Our wet slips and dry storage space leases are classified as operating leases with lease income recognized over the term of the respective operating lease or the length of a customer's stay.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Revenue
Disaggregation of Revenue
The following table disaggregates our revenue by major source (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Revenues | | | | | | | | | | | | | | | | | |
Income from real property | $ | 1,030,636 | | | $ | 0 | | | $ | 1,030,636 | | | $ | 914,907 | | | $ | 0 | | | $ | 914,907 | | | $ | 816,830 | | | $ | 0 | | | $ | 816,830 | |
Revenue from home sales | 0 | | | 175,699 | | | 175,699 | | | 0 | | | 181,936 | | | 181,936 | | | 0 | | | 166,031 | | | 166,031 | |
Rental home revenue | 0 | | | 62,646 | | | 62,646 | | | 0 | | | 57,572 | | | 57,572 | | | 0 | | | 53,657 | | | 53,657 | |
Ancillary revenue | 102,017 | | | 0 | | | 102,017 | | | 77,638 | | | 0 | | | 77,638 | | | 63,250 | | | 0 | | | 63,250 | |
Interest income | 10,119 | | | 0 | | | 10,119 | | | 17,857 | | | 0 | | | 17,857 | | | 20,852 | | | 0 | | | 20,852 | |
Brokerage commissions and other revenues, net | 17,230 | | | 0 | | | 17,230 | | | 14,127 | | | 0 | | | 14,127 | | | 6,205 | | | 0 | | | 6,205 | |
Total Revenues | $ | 1,160,002 | | | $ | 238,345 | | | $ | 1,398,347 | | | $ | 1,024,529 | | | $ | 239,508 | | | $ | 1,264,037 | | | $ | 907,137 | | | $ | 219,688 | | | $ | 1,126,825 | |
Our revenue consists primarily of income from real property at our MH, RV and marinas properties, revenue from home sales, rental home revenue, ancillary revenue, interest income, brokerage commissions and other revenue.
The majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842. We account for all revenue from contracts with customers following ASC 606, “Revenue from Contracts with Customers” except for those that are within the scope of other topics in the FASB accounting standards codification. Refer to Note 1, “Significant Accounting Policies,” for additional information.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Real Estate Acquisitions and Dispositions
2020 Acquisitions and dispositions
Communities
For the year ended December 31, 2020, we acquired the following MH communities and RV resorts and portfolios:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | | Acquisition Type | | Property Type | | Sites | | | | State | | Month Acquired |
Cape Cod(1) | | Asset acquisition | | RV | | 230 | | | | | MA | | January |
Jellystone Natural Bridge | | Asset acquisition | | RV | | 299 | | | | | VA | | February |
Forest Springs(2) | | Asset acquisition | | MH | | 372 | | | | | CA | | May |
Crown Villa | | Asset acquisition | | RV | | 123 | | | | | OR | | June |
Flamingo Lake | | Asset acquisition | | RV | | 421 | | | | | FL | | July |
Woodsmoke | | Asset acquisition | | RV | | 300 | | | | | FL | | September |
Jellystone Lone Star | | Asset acquisition | | RV | | 344 | | | | | TX | | September |
El Capitan & Ocean Mesa(3)(4) | | Asset acquisition | | RV | | 266 | | | | | CA | | September |
Highland Green Estates & Troy Villa(4) | | Asset acquisition | | MH | | 1,162 | | | | | MI | | September |
Gig Harbor | | Asset acquisition | | RV | | 115 | | | | | WA | | November |
Maine MH Portfolio(5) | | Asset acquisition | | MH | | 1,083 | | | | | ME | | November |
Mouse Mountain | | Asset acquisition | | MH / RV | | 304 | | | | | FL | | December |
Lakeview Mobile Estates | | Asset acquisition | | MH | | 296 | | | | | CA | | December |
Shenandoah Acres | | Asset acquisition | | RV | | 522 | | | | | VA | | December |
Jellystone at Barton Lake | | Asset acquisition | | RV | | 555 | | | | | IN | | December |
Kittatinny(4) | | Asset acquisition | | RV | | 527 | | | | | NY & PA | | December |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | Total | | 6,919 | | | | | | | |
(1) In conjunction with the acquisition, we issued Series E preferred OP units. As of December 31, 2020, 90,000 Series E preferred OP units were outstanding.
(2) In conjunction with the acquisition, we issued Series F preferred OP units and common OP units. As of December 31, 2020, 90,000 Series F preferred OP units, specific to this acquisition, were outstanding.
(3) In conjunction with the acquisition, we issued Series G preferred OP units. As of December 31, 2020, 240,710 Series G preferred OP units were outstanding.
(4) Includes two communities.
(5) Includes six communities.
For the year ended December 31, 2020, we acquired the following marinas and portfolios:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | | Acquisition Type | | Property Type | | | Wet Slips & Dry Storage Spaces | | | | | | State | | Month Acquired |
Safe Harbor Marinas(1) | | Business combination | | Marina | | | 37,305 | | | | | | | Various | | October |
Hideaway Bay(2) | | Business combination | | Marina | | | 628 | | | | | | | GA | | November |
Anacapa Isle(2) | | Business combination | | Marina | | | 453 | | | | | | | CA | | December |
Annapolis | | Asset acquisition | | Marina | | | 184 | | | | | | | MD | | December |
Wickford | | Asset acquisition | | Marina | | | 60 | | | | | | | RI | | December |
Rybovich Portfolio(3) | | Business combination | | Marina | | | 78 | | | | | | | FL | | December |
Rockland | | Asset acquisition | | Marina | | | 173 | | | | | | | ME | | December |
| | | | | | | | | | | | | | | |
| | Total | | | | | 38,881 | | | | | | | | | |
(1) Includes 99 owned marinas located in 22 states. In conjunction with the acquisition, we issued Series H preferred OP units. As of December 31, 2020, 581,407 Series H preferred OP units were outstanding.
(2) Acquired in connection with Safe Harbor Marinas acquisition. Transfer of marinas was contingent on receiving third party consents.
(3) Includes two marinas. In conjunction with the acquisition, we issued Series I preferred OP units. As of December 31, 2020, 922,000 Series I preferred OP units were outstanding.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed for the year ended December 31, 2020 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of manufactured homes | | Intangible assets, net | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consider - ation |
Cape Cod | $ | 13,350 | | | $ | 0 | | | $ | 150 | | | $ | (295) | | | $ | 13,205 | | | $ | 4,205 | | | $ | 0 | | | $ | 9,000 | | | $ | 13,205 | |
Jellystone Natural Bridge | 11,364 | | | 0 | | | 80 | | | (391) | | | 11,053 | | | 11,053 | | | 0 | | | 0 | | | 11,053 | |
Forest Springs | 51,949 | | | 1,337 | | | 2,160 | | | (107) | | | 55,339 | | | 36,260 | | | 0 | | | 19,079 | | | 55,339 | |
Crown Villa | 16,792 | | | 0 | | | 0 | | | (230) | | | 16,562 | | | 16,562 | | | 0 | | | 0 | | | 16,562 | |
Flamingo Lake | 34,000 | | | 0 | | | 0 | | | (155) | | | 33,845 | | | 33,845 | | | 0 | | | 0 | | | 33,845 | |
Woodsmoke | 25,120 | | | 40 | | | 840 | | | (461) | | | 25,539 | | | 25,539 | | | 0 | | | 0 | | | 25,539 | |
Jellystone Lone Star | 21,000 | | | 0 | | | 0 | | | (703) | | | 20,297 | | | 20,297 | | | 0 | | | 0 | | | 20,297 | |
El Capitan & Ocean Mesa | 69,690 | | | 0 | | | 0 | | | (10,321) | | | 59,369 | | | 32,108 | | | 0 | | | 27,261 | | | 59,369 | |
Highland Green Estates & Troy Villa | 60,988 | | | 1,679 | | | 2,030 | | | (15) | | | 64,682 | | | 64,682 | | | 0 | | | 0 | | | 64,682 | |
Gig Harbor | 15,250 | | | 0 | | | 0 | | | (22) | | | 15,228 | | | 15,228 | | | 0 | | | 0 | | | 15,228 | |
Maine MH Portfolio | 79,890 | | | 0 | | | 1,359 | | | 30 | | | 81,279 | | | 72,479 | | | 8,800 | | | 0 | | | 81,279 | |
Mouse Mountain | 15,500 | | | 0 | | | 0 | | | (4) | | | 15,496 | | | 15,496 | | | 0 | | | 0 | | | 15,496 | |
Lakeview Mobile Estates | 23,750 | | | 0 | | | 0 | | | (72) | | | 23,678 | | | 23,678 | | | 0 | | | 0 | | | 23,678 | |
Shenandoah Acres | 17,000 | | | 0 | | | 0 | | | (197) | | | 16,803 | | | 16,803 | | | 0 | | | 0 | | | 16,803 | |
Jellystone at Barton Lake | 24,000 | | | 0 | | | 0 | | | (397) | | | 23,603 | | | 23,603 | | | 0 | | | 0 | | | 23,603 | |
Kittatinny Portfolio | 16,250 | | | 0 | | | 0 | | | 29 | | | 16,279 | | | 16,279 | | | 0 | | 0 | | | 16,279 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total | $ | 495,893 | | | $ | 3,056 | | | $ | 6,619 | | | $ | (13,311) | | | $ | 492,257 | | | $ | 428,117 | | | $ | 8,800 | | | $ | 55,340 | | | $ | 492,257 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amount of assets net of liabilities assumed at the acquisition date, and the consideration paid for the acquisitions completed at our marina for the year ended December 31, 2020 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of Boats parts and retail related Items | | Goodwill and other intangible assets, net | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consideration |
Asset Acquisition | | | | | | | | | | | | | | | | |
Mears Annapolis | 24,354 | | | 0 | | | 6,922 | | | (546) | | | 30,730 | | | 30,730 | | | 0 | | | 0 | | | 30,730 | |
Wickford | 3,468 | | | 0 | | | 42 | | | (121) | | | 3,389 | | | 3,389 | | | 0 | | | 0 | | | 3,389 | |
Rockland(1) | 14,387 | | | 48 | | | 1,097 | | | (369) | | | 15,163 | | | 15,163 | | | 0 | | | 0 | | | 15,163 | |
Business Combination(2) | | | | | | | | | | | | | | | | |
Safe Harbor Marinas (1) | $ | 1,643,879 | | | $ | 5,700 | | | $ | 418,033 | | | $ | (26,831) | | | $ | 2,040,781 | | | $ | 1,141,797 | | | $ | 829,000 | | | $ | 69,984 | | | $ | 2,040,781 | |
Hideaway Bay(1) | 26,218 | | | 23 | | | 7,242 | | | (1,077) | | | 32,406 | | | 32,406 | | | 0 | | | 0 | | | 32,406 | |
Anacapa Isle(1) | 10,924 | | | 0 | | | 3,146 | | | 60 | | | 14,130 | | | 14,130 | | | 0 | | | 0 | | | 14,130 | |
Rybovich Portfolio(1) | 128,356 | | | 622 | | | 245,546 | | | (2,037) | | | 372,487 | | | 258,123 | | | 0 | | | 114,364 | | | 372,487 | |
| | | | | | | | | | | | | | | | | |
Total | $ | 1,851,586 | | | $ | 6,393 | | | $ | 682,028 | | | $ | (30,921) | | | $ | 2,509,086 | | | $ | 1,495,738 | | | $ | 829,000 | | | $ | 184,348 | | | $ | 2,509,086 | |
(1) Purchase price allocations are preliminary as of December 31, 2020, subject to revision based on final purchase price allocations.
(2) Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional detail on goodwill and other intangible assets.
As of December 31, 2020, we have incurred $23.0 million of expensed business combination transaction cost (in relation to the acquisition Safe Harbor, Hideaway Bay, Anacapa Isle, and the Safe Harbor Rybovich Portfolio, as each such acquisition meets the criteria to be accounted for as business combination), and $13.4 million of capitalized transaction costs for asset acquisitions which have been allocated among the various categories above.
Refer to Note 20, “Subsequent Events,” for information regarding real estate acquisition activity after December 31, 2020.
The total amount of Revenues and Net income (loss) included in the Consolidated Statements of Operations for the year ended December 31, 2020, related to business combinations completed in 2020 are set forth in the following table (in thousands):
| | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | |
Total revenues | | $ | 47,276 | | | |
Net income / (loss) | | $ | (8,524) | | | |
The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2020 and 2019, as if the properties acquired in 2020 had been acquired on January 1, 2019, for our 2020 acquisitions that meet the definition of business combination. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on January 1, 2019 (in thousands, except per-share data):
| | | | | | | | | | | | | | |
| | Year Ended (unaudited) |
| | December 31, 2020 | | December 31, 2019 |
Total revenues | | $ | 1,780,891 | | | $ | 1,701,566 | |
Net income attributable to Sun Communities, Inc. common stockholders | | $ | 147,041 | | | $ | 187,433 | |
Net income per share attributable to Sun Communities, Inc. common stockholders - basic | | $ | 1.51 | | | $ | 2.12 | |
Net income per share attributable to Sun Communities, Inc. common stockholders - diluted | | $ | 1.51 | | | $ | 2.11 | |
Land for Expansion / Development
During the year ended December 31, 2020, we acquired 8 land parcels which are located in Orange Beach, Alabama; Jensen Beach, Florida; Citra Lakes, Florida; Comal County, Texas and Menifee, California for total consideration of $9.7 million. NaN of the land parcels are adjacent to existing communities.
Dispositions
On July 1, 2020, we sold a manufactured housing community located in Montana, containing 226 sites, for $12.6 million. The gain from the sale of the property was approximately $5.6 million.
2019 Acquisitions
For the year ended December 31, 2019 we acquired the following communities:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | | Acquisition Type | | Type | | Sites | | Development Sites | | State | | Month Acquired |
Slickrock Campground | | Asset acquisition | | RV | | 193 | | | 0 | | | UT | | December |
Pandion Ridge | | Asset acquisition | | RV | | 142 | | | 351 | | | AL | | November |
Jensen Portfolio(1) | | Asset acquisition | | MH | | 5,230 | | | 466 | | | Various | | October |
Glen Ellis | | Asset acquisition | | RV | | 244 | | | 40 | | | NH | | September |
Leisure Point Resort(2) | | Asset acquisition | | MH / RV | | 502 | | | 0 | | | DE | | September |
Reunion Lake | | Asset acquisition | | RV | | 202 | | | 69 | | | LA | | July |
Sun Outdoors Sevierville Pigeon Forge | | Asset acquisition | | RV | | 309 | | | 0 | | | TN | | May |
Massey’s Landing RV | | Asset acquisition | | RV | | 291 | | | 0 | | | DE | | February |
Shelby Properties(3) | | Asset acquisition | | MH | | 1,308 | | | 0 | | | MI | | February |
Buena Vista | | Asset acquisition | | MH | | 400 | | | 0 | | | AZ | | February |
Country Village Estates(4) | | Asset acquisition | | MH | | 518 | | | 0 | | | OR | | January |
Hid’n Pines RV | | Asset acquisition | | RV | | 321 | | | 0 | | | ME | | January |
Hacienda del Rio | | Asset acquisition | | MH (Age-Restricted) | | 730 | | | 0 | | | FL | | January |
| | | | Total | | 10,390 | | | 926 | | | | | |
(1) Contains 31 communities located in CT, GA, MD, NH, NJ, NY, NC and SC. In conjunction with the acquisition, we issued 1,972,876 shares of common stock, net of fractional shares paid in cash.
(2) Contains 201 MH sites and 301 RV sites.
(3) Contains 2 MH communities.
(4) In conjunction with the acquisition, we issued Series D preferred OP Units. As of December 31, 2019, 488,958 Series D Preferred OP Units were outstanding.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed in 2019 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of manufactured homes | | Intangible assets, net | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consideration |
Slickrock Campground | $ | 8,250 | | | $ | 0 | | | $ | 0 | | | $ | 8 | | | $ | 8,258 | | | $ | 8,258 | | | $ | 0 | | | $ | 0 | | | $ | 8,258 | |
Pandion Ridge | 19,070 | | | 0 | | | 0 | | | (92) | | | 18,978 | | | 18,978 | | | 0 | | | 0 | | | 18,978 | |
Jensen Portfolio | 374,402 | | | 3,605 | | | 7,752 | | | 3,938 | | | 389,697 | | | 18,306 | | | 58,000 | | | 313,391 | | | 389,697 | |
Glen Ellis | 5,955 | | | 0 | | | 0 | | | (79) | | | 5,876 | | | 1,976 | | | 3,900 | | | 0 | | | 5,876 | |
Leisure Point Resort | 43,632 | | | 18 | | | 850 | | | (678) | | | 43,822 | | | 43,822 | | | 0 | | | 0 | | | 43,822 | |
Reunion Lake | 23,493 | | | 0 | | | 0 | | | (1,153) | | | 22,340 | | | 22,340 | | | 0 | | | 0 | | | 22,340 | |
Sun Outdoors Sevierville Pigeon Forge | 22,589 | | | 75 | | | 0 | | | 0 | | | 22,664 | | | 22,664 | | | 0 | | | 0 | | | 22,664 | |
Massey's Landing | 36,250 | | | 0 | | | 220 | | | (446) | | | 36,024 | | | 36,024 | | | 0 | | | 0 | | | 36,024 | |
Shelby Properties | 85,969 | | | 2,011 | | | 6,520 | | | (1,015) | | | 93,485 | | | 93,485 | | | 0 | | | 0 | | | 93,485 | |
Buena Vista | 20,221 | | | 439 | | | 1,590 | | | (93) | | | 22,157 | | | 22,157 | | | 0 | | | 0 | | | 22,157 | |
Country Village | 62,784 | | | 0 | | | 2,020 | | | 31 | | | 64,835 | | | 12,905 | | | 0 | | | 51,930 | | | 64,835 | |
Hid'n Pines | 10,680 | | | 0 | | | 70 | | | (233) | | | 10,517 | | | 10,517 | | | 0 | | | 0 | | | 10,517 | |
Hacienda del Rio | 111,971 | | | 15 | | | 3,280 | | | (237) | | | 115,029 | | | 115,029 | | | 0 | | | 0 | | | 115,029 | |
Total | $ | 825,266 | | | $ | 6,163 | | | $ | 22,302 | | | $ | (49) | | | $ | 853,682 | | | $ | 426,461 | | | $ | 61,900 | | | $ | 365,321 | | | $ | 853,682 | |
As of December 31, 2019, we incurred $19.3 million of transaction costs which have been capitalized and allocated among the various categories above.
Land for Expansion / Development
During the year ended December 31, 2019, we acquired four land parcels which are located in New Braunfels, Texas; Petoskey, Michigan; Uhland, Texas and Hudson, Florida for total consideration of $7.7 million. Two of the land parcels are adjacent to existing communities.
Ground Leases
In September 2019, we entered into a 66-year Temporary Occupancy and Use Permit with the Port of San Diego to construct and operate a new RV resort in Chula Vista. Refer to Note 17, “ Leases,” for disclosures on accounting treatment.
In August 2019, we acquired Chincoteague Island KOA RV Resort (“Chincoteague”), in Chincoteague Island, Virginia for total consideration of $19.5 million. The sellers of Chincoteague continue to operate the property. Refer to Note 17, “Leases,” for disclosures on accounting treatment.
In April 2019, we acquired Strafford / Lake Winnipesaukee South KOA RV Resort ("Strafford") in Strafford, New Hampshire for total consideration of $2.7 million. The sellers of Strafford continue to operate the property. Refer to Note 17, “Leases,” for disclosures on accounting treatment.
In March 2019, we entered into a four-year Temporary Occupancy and Use Permit with the Port of San Diego to operate a RV resort located in Chula Vista, CA until such time as the Company constructs a new RV resort in the area. Concurrent with the transaction, we purchased tangible personal property from the prior owner of the RV resort for $0.3 million. Refer to Note 17, “Leases,” for disclosures on accounting treatment.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Notes and Other Receivables
The following table sets forth certain information regarding notes and other receivables (in thousands):
| | | | | | | | | | | | |
| | December 31, 2020 | | December 31, 2019 |
Installment notes receivable on manufactured homes, net | | $ | 85,866 | | | $ | 95,580 | |
Notes receivable from real estate developers | | 52,638 | | | 18,960 | |
Other receivables, net | | 83,146 | | | 43,386 | |
Total Notes and Other Receivables, net | | $ | 221,650 | | | $ | 157,926 | |
Installment Notes Receivable on Manufactured Homes
Due to the adoption of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments,” effective January 1, 2020, installment notes receivable are measured at fair value pursuant to us electing the fair value option. The balances of installment notes receivable of $85.9 million (net of fair value adjustment of $1.3 million) and $95.6 million (net of allowance of $0.6 million) as of December 31, 2020 and December 31, 2019, respectively, are collateralized by manufactured homes. The notes represent financing to purchasers of manufactured homes primarily located in our communities and require monthly principal and interest payments. The notes had a net weighted average interest rate (net of servicing costs) and maturity of 7.8 percent and 15.2 years as of December 31, 2020, and 8.0 percent and 15.8 years as of December 31, 2019, respectively. Refer to Note 15, “Fair Value of Financial Instruments,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.
The change in the aggregate balance of the installment notes receivable is as follows (in thousands):
| | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 |
Beginning balance of gross installment notes receivable | $ | 96,225 | | | $ | 113,495 | |
Financed sale of manufactured homes | 5,014 | | | 341 | |
Adjustment for notes receivable related to assets held for sale | (477) | | | 0 | |
Principal payments and payoffs from our customers | (8,977) | | | (8,710) | |
Principal reduction from repossessed homes | (4,643) | | | (8,901) | |
Ending balance of gross installment notes receivable | 87,142 | | | 96,225 | |
| | | |
Beginning balance of allowance for losses on installment notes receivables | (645) | | | (697) | |
Adjustment to allowance for losses | 0 | | | 52 | |
Initial fair value option adjustment (see Note 19)
| 645 | | | 0 | |
Ending balance of allowance for losses on installment notes receivables | 0 | | | (645) | |
| | | |
Initial fair value option adjustment (see Note 19) | 991 | | | 0 | |
Adjustment for notes receivable related to assets held for sale | 7 | | | 0 | |
Fair value adjustment | (2,274) | | | 0 | |
Fair value adjustments on gross installment notes receivable | (1,276) | | | 0 | |
| | | |
Ending balance of installment notes receivable, net | $ | 85,866 | | | $ | 95,580 | |
Notes Receivable from Real Estate Developers
As of December 31, 2020 and 2019, the notes receivable balances of $52.6 million and $19.0 million, respectively, are primarily comprised of construction loans provided to real estate developers. The carrying values of the notes generally approximate their fair market values either due to the nature of the loan and / or note being secured by underlying collateral and / or personal guarantees. The notes receivable from real estate developers have a net weighted average interest rate and maturity of 6.2 percent and 1.8 years as of December 31, 2020, and 7.0 percent and 1.3 years as of December 31, 2019, respectively. As of December 31, 2020, real estate developers collectively have $17.0 million of undrawn funds on their loans. There were no adjustments to the fair value of notes receivable from the real estate developers for the years ended December 31, 2020 and 2019. Refer to Note 15, “Fair Value of Financial Instruments,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Receivables, net
As of December 31, 2020, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $7.1 million (net of allowance of $7.2 million), home sale proceeds of $23.6 million, insurance receivables of $13.6 million, marina customers for storage service and lease payments of $19.2 million (net of allowance of $1.4 million), and other receivables of $19.6 million. As of December 31, 2019, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $7.8 million (net of allowance of $2.2 million), home sale proceeds of $20.9 million, insurance and other receivables of $9.9 million and other receivables of $4.8 million.
During June 2020, we executed a convertible secured promissory note with RezPlot Systems LLC, a nonconsolidated affiliate in which we have a 50 percent ownership interest. The note allows for a principal amount of up to $10.0 million to be drawn down over a period of three years, bears an interest rate of 3.0 percent and is secured by all the assets of RezPlot Systems LLC. The outstanding balance was $2.0 million as of December 31, 2020 and is included in the Notes and other receivables, net on the Consolidated Balance Sheets. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” for additional information on our nonconsolidated affiliates.
5. Goodwill and Other Intangible Assets
Our intangible assets include goodwill, in-place leases, slip in-place leases, non-competition agreements, trademarks and trade names, customer relationships, and franchise agreements and other intangible assets. These intangible assets are recorded in Goodwill and Other Intangible Assets, net on the Consolidated Balance Sheets. In accordance with FASB ASC Topic 842, below market leases are now classified as a right of use asset.
Goodwill impairment - Upon review of the qualitative factors in accordance with FASB ASC 350-20, “Goodwill and Other,” we determined that no impairment indicators existed as of December 31, 2020. As a result, there was no impairment of goodwill during the year ended December 31, 2020. There was no goodwill for the years ended December 31, 2019 and 2018.
The gross carrying amounts and accumulated amortization of our intangible assets are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | December 31, 2020 | | December 31, 2019 |
Intangible Asset | | Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
Goodwill | | Indefinite | | $ | 428,833 | | | n/a | | $ | 0 | | | n/a |
In-place leases | | 3 months - 13 years | | 134,651 | | | (92,216) | | | 127,313 | | | (74,548) | |
Slip in-place leases | | 6 months | | 10,880 | | | (111) | | | 0 | | | 0 | |
Non-competition agreements | | 5 years | | 10,000 | | | 0 | | | 0 | | | 0 | |
Trademarks and trade names | | Various(1) | | 116,500 | | | — | | | 0 | | | — | |
Customer relationships | | 1 - 7.5 years | | 108,000 | | | (2,371) | | | 0 | | | 0 | |
Franchise agreements and other intangible assets | | 7 - 20 years | | 23,856 | | | (3,578) | | | 16,943 | | | (2,760) | |
Total | | | | $ | 832,720 | | | $ | (98,276) | | | $ | 144,256 | | | $ | (77,308) | |
(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.
Total amortization expense related to the intangible assets are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
Intangible Asset Amortization Expense | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
In-place leases | | $ | 18,075 | | | $ | 14,912 | | | $ | 12,913 | |
Slip in-place leases | | 111 | | | 0 | | | 0 | |
Franchise fees and other intangible assets | | 3,193 | | | 818 | | | 507 | |
Total | | $ | 21,379 | | | $ | 15,730 | | | $ | 13,420 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We anticipate amortization expense for our intangible assets to be as follows for the next five years (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2022 | | 2023 | | 2024 | | 2025 |
| | | | | | | | | | |
| | | | | | | | | | |
In-place leases | | $ | 15,644 | | | $ | 10,733 | | | $ | 7,314 | | | $ | 5,051 | | | $ | 4,503 | |
Slip in-place leases | | 6,767 | | | 0 | | | 0 | | | 0 | | | 0 | |
Non-competition agreements | | 2,000 | | | 2,000 | | | 2,000 | | | 2,000 | | | 2,000 | |
Trademarks and trade names | | 1,000 | | | 1,000 | | | 500 | | | 0 | | | 0 | |
Customer Relationships | | 16,818 | | | 16,818 | | | 16,818 | | | 16,818 | | | 16,068 | |
Franchise agreements and other intangible assets | | 1,490 | | | 1,490 | | | 1,460 | | | 1,413 | | | 1,413 | |
Total | | $ | 43,719 | | | $ | 32,041 | | | $ | 28,092 | | | $ | 25,282 | | | $ | 23,984 | |
6. Investments in Nonconsolidated Affiliates
Investments in joint ventures that are not consolidated, nor recorded at cost, are accounted for using the equity method of accounting as prescribed in FASB ASC Topic 323, “Investments - Equity Method and Joint Ventures.” Investments in nonconsolidated affiliates are recorded within Other assets, net on the Consolidated Balance Sheets. Equity income and loss are recorded in Income / (loss) from nonconsolidated affiliates on the Consolidated Statements of Operations.
RezPlot Systems LLC (“Rezplot”)
At December 31, 2020 and 2019, we had a 50 percent ownership interest in RezPlot, a RV reservation software technology company, acquired in January 2019.
Sungenia joint venture (“Sungenia JV”)
At December 31, 2020 and December 31, 2019, we had a 50 percent ownership interest in Sungenia JV, a joint venture formed between us and Ingenia Communities Group in November 2018, to establish and grow a manufactured housing community development program in Australia.
GTSC LLC (“GTSC”)
At December 31, 2020 and December 31, 2019, we had a 40 percent ownership interest in GTSC, which engages in acquiring, holding and selling loans secured, directly or indirectly, by manufactured homes located in our communities.
Origen Financial Services, LLC (“OFS”)
At December 31, 2020 and December 31, 2019, we had a 22.9 percent ownership interest in OFS, an end-to-end online resident screening and document management suite.
SV Lift, LLC (“SV Lift”)
At December 31, 2020 and December 31, 2019, we had a 50 percent ownership interest in SV Lift, which owns, operates and leases an aircraft.
The investment balance in each nonconsolidated affiliate is as follows (in thousands):
| | | | | | | | | | | | | | | | |
Investment | | December 31, 2020 | | December 31, 2019 | | |
Investment in RezPlot | | $ | 3,047 | | | $ | 4,184 | | | |
Investment in Sungenia JV | | 26,890 | | | 11,995 | | | |
Investment in GTSC | | 25,495 | | | 18,488 | | | |
Investment in OFS | | 152 | | | 148 | | | |
Investment in SV Lift | | 3,490 | | | 2,961 | | | |
Total | | $ | 59,074 | | | $ | 37,776 | | | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The year to date equity income / (loss) from each nonconsolidated affiliate is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
Equity income | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
RezPlot equity loss | | $ | (1,887) | | | $ | (1,344) | | | $ | 0 | |
Sungenia JV equity income / (loss) | | 338 | | | (290) | | | 0 | |
GTSC equity income | | 3,944 | | | 2,803 | | | 604 | |
OFS equity income | | 148 | | | 205 | | | 186 | |
SV Lift equity loss | | (803) | | | 0 | | | 0 | |
Total equity income | | $ | 1,740 | | | $ | 1,374 | | | $ | 790 | |
The change in the GTSC investment balance is as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | |
Beginning balance | | $ | 18,488 | | | $ | 29,780 | | | |
Adjustment of allowance for losses | | 0 | | | 144 | | | |
Initial fair value option adjustment (see Note 19) | | 317 | | | 0 | | | |
Contributions | | 19,030 | | | 33,143 | | | |
Distributions | | (14,676) | | | (47,382) | | | |
Equity earnings | | 3,944 | | | 2,803 | | | |
Fair value adjustment | | (1,608) | | | 0 | | | |
Ending Balance | | $ | 25,495 | | | $ | 18,488 | | | |
The change in the Sungenia JV investment balance is as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | |
Beginning balance | | $ | 11,995 | | | $ | 723 | | | |
Cumulative translation adjustment | | 2,180 | | | (20) | | | |
Contributions | | 12,377 | | | 11,582 | | | |
| | | | | | |
Equity earnings | | 338 | | | (290) | | | |
| | | | | | |
Ending Balance | | $ | 26,890 | | | $ | 11,995 | | | |
7. Consolidated Variable Interest Entities
The Operating Partnership
We consolidate the Operating Partnership under the guidance set forth in FASB ASC Topic 810 “Consolidation.” ASU 2015-02 modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or, alternatively, voting interest entities. We evaluated the application of ASU 2015-02 and concluded that the Operating Partnership met the criteria of a VIE. Our significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. We are the sole general partner and generally have the power to manage and have complete control over the Operating Partnership and the obligation to absorb its losses or the right to receive its benefits.
Sun NG RV Resorts LLC (“Sun NG Resorts”); Rudgate Village SPE, LLC, Rudgate Clinton SPE, LLC, and Rudgate Clinton Estates SPE, LLC (collectively, “Rudgate”); Sun NG Whitewater RV Resorts LLC; FPG Sun Menifee 80 LLC, SHM South Fork JV, LLC.
We consolidate Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC, and SHM South Fork JV, LLC under the guidance set forth in FASB ASC Topic 810 “Consolidation.” We concluded that each entity is a VIE where we are the primary beneficiary, as we have the power to direct the significant activities of, and absorb the significant losses and receive the significant benefits from each entity. Refer to Note 8, “Debt and Lines of Credit,” for additional information on Sun NG Resorts and Note 9, “Equity and Temporary Equity,” for additional information on Sun NG Resorts, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC and SHM South Fork JV, LLC.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the assets and liabilities of Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC and SHM South Fork JV, LLC included in our Consolidated Balance Sheets after eliminations (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2019 |
Assets | | | |
Investment property, net | $ | 438,918 | | | $ | 344,300 | |
Other assets, net | 24,554 | | | 23,894 | |
Total Assets | $ | 463,472 | | | $ | 368,194 | |
| | | |
Liabilities and Other Equity | | | |
Debt | $ | 47,706 | | | $ | 46,993 | |
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 | | | 35,249 | |
Other liabilities | 21,957 | | | 13,631 | |
Total Liabilities | 104,912 | | | 95,873 | |
Other redeemable noncontrolling interests | 28,469 | | | 27,091 | |
Noncontrolling interests (including SHM South Fork JV, LLC) | 16,084 | | | 8,542 | |
Total Liabilities and Other Equity | $ | 149,465 | | | $ | 131,506 | |
Investment property, net and Other assets, net related to the consolidated VIEs, with the exception of Operating Partnership, comprised 4.1 percent and 4.7 percent of our consolidated total assets at December 31, 2020 and December 31, 2019, respectively. Debt, Preferred Equity and Other liabilities comprised 2.0 percent and 2.5 percent of our consolidated total liabilities at December 31, 2020 and December 31, 2019, respectively. Equity Interests and Noncontrolling interests related to the consolidated VIEs, on an absolute basis, comprised less than 1.0 percent of our consolidated total equity at December 31, 2020 and at December 31, 2019, respectively.
8. Debt and Lines of Credit
The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in thousands except statistical information):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Carrying Amount | | Weighted Average Years to Maturity | | Weighted Average Interest Rates |
| December 31, 2020 | | December 31, 2019 | | December 31, 2020 | | December 31, 2019 | | December 31, 2020 | | December 31, 2019 |
Collateralized term loans - Life Companies | $ | 1,658,239 | | | $ | 1,710,408 | | | 16.3 | | 17.1 | | 3.990 | % | | 4.012 | % |
Collateralized term loans - FNMA | 1,150,924 | | | 697,589 | | | 9.1 | | 7.0 | | 3.230 | % | | 3.659 | % |
Collateralized term loans - CMBS | 267,205 | | | 397,868 | | | 2.9 | | 3.1 | | 4.789 | % | | 5.103 | % |
Collateralized term loans - FMCC | 368,599 | | | 374,727 | | | 3.9 | | 4.9 | | 3.854 | % | | 3.856 | % |
Total Collateralized Term Loans | 3,444,967 | | | 3,180,592 | | | | | | | | | |
| | | | | | | | | | | |
Preferred equity - Sun NG Resorts - mandatorily redeemable | 35,249 | | | 35,249 | | | 3.8 | | 2.8 | | 6.000 | % | | 6.000 | % |
Preferred OP units - mandatorily redeemable | 34,663 | | | 34,663 | | | 5.1 | | 4.0 | | 5.932 | % | | 6.500 | % |
Lines of credit and other debt | 1,242,197 | | | 183,898 | | | 3.7 | | 3.5 | | 2.078 | % | | 2.710 | % |
Total Debt | $ | 4,757,076 | | | $ | 3,434,402 | | | 9.4 | | 11.1 | | 3.370 | % | | 4.026 | % |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Collateralized Term Loans
During the years ended December 31, 2020 and 2019, we repaid the following collateralized term loans (in thousands except statistical information):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended | | Repayment Amount | | Fixed Interest Rate | | Maturity Date | | (Gain) / Loss on Extinguishment of Debt |
June 30, 2020 | | $ | 52,710 | | (1) | 5.980 | % | (4) | March 1, 2021 July 11, 2021 December 1, 2021 | | $ | 1,930 | |
March 31, 2020 | | $ | 99,607 | | | 5.837 | % | | March 1, 2021 | | $ | 3,403 | |
| $ | 19,922 | | (2) | 5.830 | % | (4) | July 1, 2020 | | $ | (124) | |
December 31, 2019 | | $ | 17,048 | | | 5.620 | % | | March 1, 2020 | | $ | (84) | |
| $ | 127,282 | | | 5.100 | % | | November 1, 2021 | | $ | 3,274 | |
| $ | 21,527 | | (3) | 6.240 | % | (4) | March 1, 2020 April 1, 2020 | | $ | (163) | |
September 30, 2019 | | $ | 134,021 | | | 4.300 | % | | May 1, 2023 | | $ | 12,755 | |
March 31, 2019 | | $ | 186,815 | | | 3.830 | % | | January 1, 2030 | | $ | 653 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)Includes four collateralized term loans, two due to mature on March 1, 2021, one due to mature on July 11, 2021, and the other due to mature on December 1, 2021.
(2)Includes four collateralized term loans due to mature on July 1, 2020.
(3)Includes four collateralized term loans, three due to mature on March 1, 2020 and one due to mature on April 1, 2020.
(4)The interest rate represents the weighted average interest rate on collateralized term loans.
During the years ended December 31, 2020 and 2019, we entered into the following collateralized term loans (in thousands except statistical information):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended | | Loan Amount | | Term (in years) | | Interest Rate | | Maturity Date |
December 31, 2020 | | $ | 268,800 | | (1) | 12 | | 2.662 | % | (3) | May 1, 2030 November 1, 2032 |
March 31, 2020 | | $ | 230,000 | | | 15 | | 2.995 | % | | April 1, 2035 |
December 31, 2019 | | $ | 400,000 | | (2) | 21 | | 4.026 | % | (3) | December 15, 2039 December 15, 2041 |
September 30, 2019 | | $ | 250,000 | | | 10 | | 2.925 | % | | October 1, 2029 |
March 31, 2019 | | $ | 265,000 | | | 25 | | 4.170 | % | | January 15, 2044 |
| | | | | | | | |
| | | | | | | | |
(1)Includes three collateralized term loans, one for $8.8 million assumed as part of the acquisition of the Maine MH Portfolio, due to mature on May 1, 2030 and two for $39.5 million and $220.5 million, respectively, due to mature on November 1, 2032.
(2)Includes two collateralized term loans, one for $196.3 million due to mature on December 15, 2039 and the other for $203.7 million due to mature on December 15, 2041.
(3) The interest rate represents the weighted average interest rate on collateralized term loans.
The collateralized term loans totaling $3.4 billion as of December 31, 2020, are secured by 192 properties comprised of 76,296 sites representing approximately $3.2 billion of net book value.
Preferred Equity - Sun NG Resorts - mandatorily redeemable
In connection with the investment in Sun NG Resorts, $35.3 million of mandatorily redeemable Preferred Equity (“Preferred Equity - Sun NG Resorts”) was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of 6.0 percent per annum. The Preferred Equity - Sun NG Resorts has a seven-year term ending June 1, 2025 and $33.4 can be redeemed in the fourth quarter of 2024 at the holders’ option. The Preferred Equity - Sun NG Resorts as of December 31, 2020 was $35.2 million. Refer to Note 7, “Consolidated Variable Interest Entities,” and Note 9, “Equity and Temporary Equity,” for additional information.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred OP Units - mandatorily redeemable
Preferred OP units at December 31, 2020 and December 31, 2019 include $34.7 million of Aspen preferred OP units issued by the Operating Partnership. As of December 31, 2020, these units are convertible indirectly into 407,677 shares of our common stock.
In January 2020, we amended the Operating Partnership’s partnership agreement at the election of certain Aspen preferred OP unit holders. The amendment extended the automatic redemption date and reduced the annual distribution rate for 270,000 of the Aspen preferred OP units (the “Extended Units”). Subject to certain limitations, at any time prior to January 1, 2024 (or prior to January 1, 2034 with respect to the Extended Units), the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred OP unit into: (a) if the average closing price of our common stock for the preceding ten trading days is $68.00 per share or less, 0.397 common OP units; or (b) if the ten-day average closing price is greater than $68.00 per share, the number of common OP units is determined by dividing (i) the sum of (A) $27.00 plus (B) 25 percent of the amount by which the ten-day average closing price exceeds $68.00 per share, by (ii) the ten-day average closing price. The current preferred distribution rate is 3.8 percent on the Extended Units and 6.5 percent on all other Aspen preferred OP units. On January 2, 2024 (or January 2, 2034 with respect to the Extended Units), we are required to redeem for cash all Aspen preferred OP units that have not been converted to common OP units. As of December 31, 2020, 270,000 of Extended Units and 1,013,819 other Aspen preferred units were outstanding.
Lines of Credit and Other Debt
Credit Agreement - In May 2019, we amended and restated our credit agreement with Citibank, N.A. (“Citibank”) and certain other lenders. Pursuant to the credit agreement, we entered into an unsecured senior credit facility with Citibank and certain lenders in the amount of$750.0 million, comprised of a $650.0 million revolving loan, with the ability to use up to $100.0 million for advances in Australian dollars, and a $100.0 million term loan (the “A&R Facility”). The A&R Credit Agreement has a four-year term ending May 21, 2023, which can be extended for two additional six-month periods, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit agreement also provides for additional commitments in an amount not to exceed $350.0 million. The funding of these additional commitments is subject to certain conditions, including obtaining the consent of the lenders, some of which are outside of our control. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $1.1 billion.
The A&R Facility bears interest at a floating rate based on the Eurodollar rate or Bank Bill Swap Bid Rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement, which margin can range from 1.20 percent to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of December 31, 2020, the margin based on our leverage ratio was 1.20 percent on the revolving loan and 1.20 percent on the term loan. We had $40.4 million and no borrowings on the revolving loan and the term loan, respectively, as of December 31, 2020. We had $123.6 million of borrowings on the revolving loan and no borrowings on the term loan, as of December 31, 2019.
The A&R Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under our line of credit with Citibank, but does reduce the borrowing amount available. At December 31, 2020 and December 31, 2019, we had approximately $2.1 million and $2.8 million of outstanding letters of credit, respectively.
Safe Harbor Facility - On October 30, 2020, in relation to the acquisition of Safe Harbor, we indirectly assumed approximately $829.0 million of Safe Harbor’s debt owed to Citizens Bank N.A. (“Citizens”). On December 22, 2020, this facility was amended to, among other things, (a) increase the size of the revolving commitments available to Safe Harbor from $500 million to $1.3 billion, subject to borrowing base availability, (b) modify certain provisions relating to the determination of the borrowing base, (c) increase the cap on the incremental borrowing capacity from $350.0 million to $500.0 million, which allows Safe Harbor to request an increase to the revolving commitments and / or to establish additional term loans subject to the higher cap and the satisfaction of certain conditions, and (d) modify certain financial covenants. The revolving loan and term loan under the Safe Harbor facility both expire on October 11, 2024. The term loan component of the Safe Harbor facility can be extended for two additional 12-month periods, subject to the satisfaction of certain conditions set forth in the credit agreement. The revolving commitments do not have an extension option.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Safe Harbor facility bears interest at a floating rate based on an adjusted LIBOR rate or a base rate, plus a margin that is determined based on Safe Harbor’s ratio of consolidated funded debt to total asset value, calculated in accordance with the credit agreement, which margin can range from 1.375 percent to 2.250 percent for adjusted LIBOR rate loans and 0.375 percent to 1.250 percent for base rate loans. As of December 31, 2020, based on Safe Harbor’s ratio of consolidated funded debt to total asset value, the margin was 2.000 percent on any adjusted LIBOR rate loans and 1.000 percent on any base rate loans. The Safe Harbor facility is secured by the personal property of Safe Harbor and certain related entities and subsidiaries and a pledge of the equity interests in certain subsidiaries of Safe Harbor and related entities and subsidiaries, subject to customary exceptions. At the lenders’ option, the Safe Harbor facility will become immediately due and payable upon an event of default that is continuing under the credit agreement. Safe Harbor had $652.0 million and $500.0 million of borrowings under the revolving loan and term loan respectively, as of December 31, 2020.
The Safe Harbor facility provides Safe Harbor with the ability to issue letters of credit. Its issuance of letters of credit does not increase its borrowings outstanding under its line of credit with Citizens, but does reduce the borrowing amount available. At December 31, 2020, Safe Harbor had approximately $0.3 million of outstanding letters of credit.
Floor Plan - We have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us at least a 12-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 5.0 percent. At December 31, 2020, the effective interest rate was 6.0 percent. The outstanding balance was $4.8 million as of December 31, 2020 and $3.3 million as of December 31, 2019. These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.
Other - In October 2019, we assumed a term loan facility with Citibank, in the amount of $58.0 million in relation to an acquisition. The term loan has a four-year term ending October 29, 2023, and bears interest at a floating rate based on the Eurodollar rate or Prime rate plus a margin ranging from 1.20 percent to 2.05 percent. As of December 31, 2020, the margin based on our leverage ratio was 1.20 percent. The outstanding balance was $45.0 million at December 31, 2020 and $57.0 million at December 31, 2019, respectively. These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.
Covenants
The Collateralized term loans and Lines of credit are subject to various financial and other covenants. The most restrictive covenants are pursuant to (a) the terms of the A&R Facility, which contains minimum fixed charge coverage ratio and net worth requirements, and maximum leverage, distribution ratios and variable rate indebtedness covenants, and (b) the terms of the Safe Harbor facility, which contains a minimum fixed charge coverage ratio pre-distribution, a minimum fixed charge coverage ratio post-distribution, a minimum borrowing base coverage ratio, and a maximum leverage ratio. At December 31, 2020, we were in compliance with all covenants.
In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries’ assets and credit are not available to satisfy our debts and other obligations, any of our other subsidiaries or any other person or entity.
Long-term Debt Maturities
As of December 31, 2020, the total of maturities and amortization of our debt (excluding premiums and discounts) and lines of credit during the next five years were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Maturities and Amortization By Year |
| Total Due | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Thereafter |
Mortgage loans payable | | | | | | | | | | | | | |
Maturities | $ | 2,461,838 | | | $ | 0 | | | $ | 82,155 | | | $ | 185,618 | | | $ | 315,330 | | | $ | 50,528 | | | $ | 1,828,207 | |
Principal amortization | 997,023 | | | 59,585 | | | 61,364 | | | 60,739 | | | 57,293 | | | 53,879 | | | 704,163 | |
| | | | | | | | | | | | | |
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 | | | 0 | | | 0 | | | 0 | | | 33,428 | | | 1,821 | | | 0 | |
Preferred OP units - mandatorily redeemable | 34,663 | | | 0 | | | 0 | | | 0 | | | 27,373 | | | 0 | | | 7,290 | |
Lines of credit and other debt | 1,242,197 | | | 10,000 | | | 14,794 | | | 65,403 | | | 1,152,000 | | | 0 | | | 0 | |
Total | $ | 4,770,970 | | | $ | 69,585 | | | $ | 158,313 | | | $ | 311,760 | | | $ | 1,585,424 | | | $ | 106,228 | | | $ | 2,539,660 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Off-Balance Sheet Arrangements - Nonconsolidated Affiliate Indebtedness
GTSC - During September 2019, GTSC, a nonconsolidated affiliate in which we have a 40 percent ownership interest, entered into a warehouse line of credit with a maximum loan amount of $125.0 million. During September 2020, the maximum amount was increased to $180.0 million. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by GTSC was $167.7 million (of which our proportionate share is $67.1 million). The debt bears interest at a variable rate based on LIBOR plus 1.65 percent per annum and matures on September 15, 2023. As of December 31, 2019, the aggregate carrying amount of debt, including both our and our partner’s share, incurred by GTSC was approximately $123.4 million (of which our proportionate share is approximately $49.4 million).
Sungenia JV - During May 2020, Sungenia JV, a nonconsolidated affiliate in which we have a 50 percent ownership interest, entered into a debt facility agreement with a maximum loan amount of $27.0 million Australian dollars, or $20.8 million converted at the December 31, 2020 exchange rate. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by Sungenia JV was $6.7 million (of which our proportionate share is $3.3 million). The debt bears interest at a variable rate based on Australian Bank Bill Swap Bid Rate (BBSY) plus 2.05 percent per annum and is available for a minimum of three years.
9. Equity and Temporary Equity
Public Equity Offerings
On September 30, 2020, we entered into two forward sale agreements (the “Forward Sale Agreements”) relating to an underwritten registered public offering of 9,200,000 shares of our common stock at a public offering price of $139.50 per share. The offering closed on October 5, 2020. We did not initially receive any proceeds from the sale of shares of our common stock in the offering. On October 26, 2020, we physically settled the Forward Sale Agreements (by the delivery of shares of our common stock). Proceeds from the offering were approximately $1.2 billion after deducting expenses related to the offering. We used the net proceeds of this offering to fund the cash portion of the acquisition of Safe Harbor, and for working capital and general corporate purposes.
In May 2020, we closed an underwritten registered public offering of 4,968,000 shares of common stock. Proceeds from the offering were $633.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.
In May 2019, we closed an underwritten registered public offering of 3,737,500 shares of common stock. Proceeds from the offering were $452.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.
At the Market Offering Sales Agreement
In July 2017, we entered into an at the market offering sales agreement (the “Sales Agreement”) with certain sales agents (collectively, the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of up to $450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold under the Sales Agreement. Through December 31, 2020, we have sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement.
There were no issuances of common stock under the Sales Agreement during the years ended December 31, 2020 and 2019. Issuances of common stock under the Sales Agreement during year ended December 31, 2018 were as shown in the table below:
| | | | | | | | | | | | | | | | | | | | |
Quarter Ended | | Common Stock Issued | | Weighted Average Sales Price | | Net Proceeds (in Millions) |
| | | | | | |
September 30, 2018 | | 398,516 | | | $ | 100.19 | | | $ | 39.4 | |
June 30, 2018 | | 1,008,699 | | | $ | 92.98 | | | $ | 92.6 | |
| | | | | | |
Marketable Securities
Marketable securities held by us and accounted for under the ASC 321 “Investment Equity Securities” are measuredrecorded at fair value. Any changevalue with changes in fair value is recognizedrecorded in Gain / (Loss) on remeasurement of marketable securities on the Consolidated Statement of Operations in RemeasurementOperations. The values of marketable securities in accordance with ASU 2016-01 “Financial Instruments - Overall (Subtopic 825-10): Recognitionas of December 31, 2020 and measurement of financial assets2019 were $124.7 million and financial liabilities.” The fair value is measured by the quoted unadjusted share price which is readily available in active markets (Level 1).
Installment Notes Receivable on Manufactured Homes
The net carrying value of the installment notes receivable on manufactured homes estimates the fair value as the interest rates in the portfolio$94.7 million, respectively, and are comparable to current prevailing market rates (Level 2). Refer Note 5, “Notes and Other Receivables.”
Notes Receivable from Real Estate Developers
The net carrying value of the notes receivable from real estate developers estimates the fair value as the interest rates in the portfolio are comparable to current prevailing market rates (Level 2). Refer Note 5, “Notes and Other Receivables.”
Long Term Debt and Lines of Credit
The fair value of long-term debt (excluding the secured borrowing) is based on the estimates of management and on rates currently quoted, rates currently prevailing for comparable loans, and instruments of comparable maturities (Level 2). Refer to Note 9, “Debt and Lines of Credit.”
Collateralized Receivables and Secured 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 borrowingdisclosed on the Consolidated Balance Sheets. The net carrying value of the collateralized receivables estimates the fair value as the interest rates in the portfolio are comparable to current prevailing market rates (Level 2). Refer to Note 4, “
Collateralized Receivables and Transfers of Financial Assets.”
Financial LiabilitiesF - 13
We estimate the fair value of our contingent consideration liability based on discounting of future cash flows using market interest rates and adjusting for nonperformance risk over the remaining term of the liability (Level 2).
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 those instruments.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inventory
Inventory of manufactured homes is stated at lower of specific cost or net realizable value based on the specific identification method and the balance is separately disclosed on our Consolidated Balance Sheet. Other inventory at our MH and RV properties consists primarily of service and merchandise related items, grocery, food and beverage products and are stated at the lower of cost or net realizable value. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized. The inventory balance is included in Other assets, net on our Consolidated Balance Sheet.
Inventory at our marinas consists primarily of boat parts used in our service centers and retail related items such as merchandise used in our ship stores, gasoline and diesel fuel, and food and beverage products. Inventories at our marinas are stated at the lower of cost or net realizable value with cost determined using the weighted-average method. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized.
Investments in Nonconsolidated Affiliates
We apply the equity method of accounting to entities in which we do not have a direct or indirect controlling interest or for variable interest entities where we are not considered the primary beneficiary but can exercise influence over the entity with respect to its operations and major decisions. Under the equity method of accounting, the cost of an investment is adjusted for our share of the equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The income or loss of each entity is allocated in accordance with the provisions of the applicable operating agreements. The allocation provisions in these agreements may differ from the ownership interests held by each investor. The cost method is applied when (a) the investment is minimal (typically less than 5.0 percent) and (b) our investment is passive. Our exposure to losses associated with nonconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint venture in excess of our carrying value are recognized in earnings. We review the carrying value of our investments in nonconsolidated affiliates for other than temporary impairment whenever events or changes in circumstances indicate a possible impairment. Financial condition, operational performance, and other economic trends are among the factors we consider when we evaluate the existence of impairment indicators. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” for additional information.
Notes and Other Receivables
Notes receivable - include installment loans for manufactured homes purchased by us and notes receivable from real estate developers.
Installment Notes Receivable on Manufactured Homes - represent notes receivable for the purchase of manufactured homes primarily located in our communities, which are collateralized by the underlying manufactured home sold. Interest income is accrued based upon the unpaid principal balance of the loans. Past due status of our notes receivable is determined based upon the contractual terms of the note. When a note receivable becomes 60 days delinquent, we stop accruing interest on the note receivable. The interest on nonaccrual loans is accounted for on the cash basis until qualifying for return to accrual.
Due to the election of the fair value option upon adoption of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments,” (“CECL”) effective January 1, 2020, our installment notes receivable on manufactured homes are measured at fair value pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.”
At adoption, we recorded a fair value adjustment to retained earnings. Subsequent to the adoption, the fair value is evaluated quarterly, and the fair value adjustments are recorded in Loss on remeasurement of notes receivable on the Consolidated Statement of Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class.
For the period prior to the adoption of CECL, installment notes receivable are reported at their outstanding unpaid principal balance adjusted for an allowance for loan loss.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Notes Receivable from Real Estate Developers - represent short term construction loans provided to real estate developers. We elected the fair value option for notes receivable from our real estate developers as of January 1, 2020 pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.” The adoption of fair value did not result in any opening balance adjustments as the carrying values of these notes generally approximate their fair market values either due to the short-term nature of the loan and / or the note being secured by underlying collateral and / or personal guarantees. Subsequent to the adoption, the fair value is evaluated quarterly, and any fair value adjustments are recorded in Loss on remeasurement of notes receivable on the Consolidated Statement of Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class.
Other receivables - are generally comprised of amounts due from residents for rent and related charges (utility charges, fees and other pass through charges), home sale proceeds receivable from sales near year end, amounts due from marina customers for storage service and lease payments, and various other miscellaneous receivables. Adoption of CECL did not require incremental CECL reserves as we believe that the risk of future expected loss on those accounts is immaterial due to the short-term nature of the accounts, history of collectability, past relationships and various other mitigating factors. Accounts receivable from residents are typically due within 30 days and stated at amounts due from residents net of an allowance for doubtful accounts. Accounts receivable from marina customers are stated at amounts due from marina customer net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. We evaluate the recoverability of our receivables whenever events occur or there are changes in circumstances such that management believes it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan and lease agreements. Receivables related to community rents are reserved when we believe that collection is less than probable, which is generally after a resident balance reaches 60 to 90 days past due. Receivables related to our marina rents are reserved when we believe that collection is less than probable, which is generally 50 percent for Dockmaster receivable balances over 180 days, and 60 percent after the balance reaches 60 days past due for all other receivables.
Refer to Note 4, “Notes and Other Receivables,” for additional detail on receivables.
Refer to Note 19, “Recent Accounting Pronouncements,” for additional detail on the adoption of CECL.
Goodwill
We account for goodwill pursuant to ASC 350, “Intangibles-Goodwill and Other.”ASC 350-20, “Goodwill and Other”allows entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit (i.e. the first step of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more-likely-than-not greater than the carrying amount, a quantitative calculation would not be needed. Goodwill represents the excess of costs of an acquired business over the fair value of the identifiable assets acquired less identifiable liabilities assumed. Goodwill is not amortized. Goodwill is tested for impairment at the operating segment level. If the fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. We assess our goodwill for impairment on an annual basis or more frequently if events or changes in circumstances arise and impairment indicators are identified. As of December 31, 2020, we recognized $428.8 million of goodwill from the acquisition of Safe Harbor and other marinas accounted for as business combination. The goodwill is attributable to the intellectual capital and going concern value of the acquired business.
Goodwill is deductible for income tax purposes. As such, the goodwill portion allocated to our taxable REIT subsidiary entities will reduce their taxable income. Given that REITs do not customarily report any taxable income (due to the dividends paid deduction), we do not expect any significant tax benefits arising from the goodwill allocable to the REIT.
The table below sets forthcarrying amount of goodwill is separately disclosed on our financialConsolidated Balance Sheets. Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional information on goodwill.
Other Intangible Assets
Intangible assets with finite lives - we amortize identified intangible assets that are determined to have finite lives over the period the assets are expected to contribute directly or indirectly to the future cash flows of the property or business.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Trademarks and trade names - we account for trademarks and trade names pursuant to ASC 350, “Intangibles-Goodwill and Other.”All trademarks and trade names have an indefinite useful life except for one that has a finite useful life. Trademarks and trade names with finite lives are amortized over their useful life. Trademarks and trade names with indefinite-lives are not amortized. Trademarks and Trade names are reviewed for impairment on an annual basis or more frequently if indicators of impairment are identified. We first review qualitative factors to determine if a quantitative impairment test is necessary. If the qualitative assessment reveals that it’s “more likely than not” that the asset is impaired, a calculation of the fair value is performed and the asset is written down to its implied fair value, if it is lower than its carrying amount. As of December 31, 2020, we recognized $99.8 million of trademarks and trade names in relation to the acquisition of Safe Harbor and other marinas accounted for as business combinations.
The carrying amounts of the other identified intangible assets are included in Other intangible assets, net on our Consolidated Balance Sheets. Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional information on other intangibles.
Deferred Taxes
We are subject to certain state taxes that are considered to be income taxes and have certain subsidiaries that are taxed as regular corporations for U.S. (i.e., federal, state, local, etc.) and non-U.S. income tax purposes. Deferred tax assets or liabilities are recognized for temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements and net operating loss carryforwards in certain subsidiaries, including those domiciled in foreign jurisdictions, which may be realized in future periods if the respective subsidiary generates sufficient taxable income. Deferred tax assets and liabilities are measured using currently enacted tax rates. A valuation allowance is established if, based on the available evidence, it is considered more likely than not that requiredsome portion or all of the deferred tax assets will not be realized. Refer to Note 12, “Income Taxes,” for additional information.
Temporary Equity
Temporary equity includes preferred securities that are redeemable for cash at the option of the holder or upon the occurrence of an event that is not solely within our control based on a fixed or determinable price. These preferred securities are not mandatorily redeemable for cash nor do they contain a fixed maturity date. Temporary equity is classified between Liabilities and Stockholders’ Equity on the Consolidated Balance Sheets.
Share-Based Compensation
Share-based compensation cost for service vesting restricted stock awards is measured based on the closing share price of our common stock on the date of grant. We measure the fair value of awards with performance conditions based on an estimate of shares expected to vest using the closing price of our common stock as of the grant date. If it is not probable that the performance conditions will be satisfied, we do not recognize compensation expense. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. We recognize compensation cost ratably over each tranche of shares based on the fair value estimated by the model. Refer to Note 10, “Share-Based Compensation,” for additional information.
Fair Value of Financial Instruments
Our financial instruments consist of cash, cash equivalents and restricted cash, accounts and notes receivable, marketable securities, accounts payable, debt, and contingent consideration liability. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.”
ASC 820 requires disclosure regarding determination of fair value for assets and liabilities and establishes a three-tiered fair value hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumption. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:
Level 1 - Quoted unadjusted prices for identical instruments in active markets that we have the ability to access;
Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable (e.g., interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) in active markets or can be corroborated by observable market data; and
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use.
Refer to Note 15, “Fair Value of Financial Instruments,” for additional information on methods and assumptions used to estimate the fair value of each financial instrument class.
Revenue Recognition
As a real estate owner and operator, the majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842 “Leases.” We account for all revenue from contracts with customers following ASC 606, “Revenue from Contracts with Customers” except for those that are within the scope of other topics in the FASB accounting standards codification. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five-step transactional analysis is required to determine how and when to recognize revenue. For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services. Refer to Note 2, “Revenue,” for additional information.
Income from real property at our MH and RV properties is revenue from residents and guests in our communities who lease the site on which their home or RV is located, and either own or lease their home. Resident leases are generally for one-year, but may range from month-to-month to two year terms and are renewable by mutual agreement between the parties, or in some cases, as provided by statute. Revenue from site and home leases falls under the scope of ASC 842, and is accounted for as operating leases with straight-line recognition. Income from real property includes income from site leases for annual MH residents, site leases for annual RV residents and site rentals to transient RV residents. Non-lease components of our site lease contracts, which are primarily provision of utility services, are accounted for with the site lease as a single lease under ASC 842. Additionally, we include collections of real estate taxes from residents within Income from real property.
Income from real property also includes rental income attributable to our marinas that consists primarily of storage lease revenues, slip rental revenues, and commercial lease income. The majority of our storage space leases and slip rental have annual terms that are generally billed seasonally and are renewable by mutual agreement between the parties. Storage space leases and slip rentals are paid annually, seasonally, quarterly, monthly, or transient by night. Storage lease revenues are typically earned on a recurringmonthly basis over the course of the term of the lease. Similar to storage leases, slip rental revenues are recognized as earned on a monthly basis during the sliprental season. When payment is received in advance of being earned, those amounts are classified as deferred revenues. Commercial lease income is typically earned on a monthly basis. We recognize lease income on a straight-line basis when rental agreements contain material escalation clauses. Additionally, rental income which includes boat and lodging rentals is included in Income from real property. Income from boat and lodging rentals is earned when services have been rendered. Similarly, retail, fuel, restaurant, and service revenues are earned when items are purchased or services are rendered and are included in Income from real properties. Those revenues are recognized net of taxes collected from customers and submitted to taxing authorities.
Revenue from home sales - our taxable REIT subsidiary, SHS, sells manufactured homes to current and prospective residents in our communities. We recognize revenue for home sales pursuant to ASC 606 as manufactured homes are tangible personal property that can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate and we therefore do not consider them to be subject to the guidance in ASC 360-20 “Real Estate Sales.” In accordance with the core principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we have no remaining performance obligation. As of December 31, 2019. The table presents2020, and December 31, 2019, we had $23.6 million and $20.9 million, respectively, of receivables from contracts with customers, which consists of home sales proceeds, and are presented as a component of Notes and other receivables, net on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes. We report real estate taxes collected from residents and remitted to taxing authorities in revenue.
Rental home revenue - is comprised of rental agreements whereby we lease homes to residents in our communities. We account for these revenues under ASC 842.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ancillary revenue - is primarily composed of proceeds from restaurant, golf, merchandise, retail, fuel, service and other activities at our RV resorts and marinas, and is included in the carrying valuesscope of ASC 606. Revenues are recognized at the point of sale when control of the good or service transfers to the customer and fair valuesour performance obligation has been satisfied. In addition, leasing of short-term vacation home rentals is included within ancillary revenue and falls within the scope of ASC 842. Marina rental income, which includes boat rentals, is included in ancillary revenue, and is earned when the customer takes control of good or service. Sales and other taxes that we collect concurrent with revenue-producing activities are excluded from the transaction price.
Interest income - is earned primarily on our notes receivable, which include installment notes receivables on manufactured homes purchased by us from loan originators and notes receivable from real estate developers. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Interest income is not in the scope of ASC 606. Refer to Note 4, “Notes and Other Receivables,” for additional information.
Brokerage commissions and other revenues - comprise (a) brokerage commissions at our marinas, and (b) brokerage commissions for sales of manufactured homes at our MH and RV properties, where we act as agent and arrange for a third party to transfer a manufactured home, a park model or a boat to a customer within one of our financial instrumentsproperties. Brokerage commission revenues are recognized on a net basis at closing, when the transaction is completed and our performance obligations have been fulfilled. Other revenues primarily include management fee revenue earned from managing third party owned marinas.
Advertising Costs
Advertising costs are expensed as incurred. As of December 31, 2020, 2019 and 2018, we had advertising costs of $8.3 million, $6.7 million and $6.2 million, respectively.
Depreciation and Amortization
Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets, ranging from three months to 40 years depending upon the asset classification.
| | | | | | | | | | | | | | |
Asset lives | | Useful Life |
Land improvement and building | | 15 years | - | 40 years |
Rental homes | | 10 years |
Furniture, fixtures and equipment | | 5 years | - | 30 years |
Computer hardware and software | | 3 years | - | 5 years |
Dock improvements | | 15 years | - | 40 years |
Site improvements | | 7 years | - | 40 years |
Leasehold improvement | | Lesser of lease term or useful life of assets |
In-place leases | | 3 months | - | 13 years |
Slip in-place leases | | 6 months | - | 7 months |
Goodwill | | Indefinite |
Non - competition agreements | | 5 years |
Trademarks and trade names | | Various(1) |
Customer Relationships | | 1 year | - | 7.5 years |
Franchise agreements and other intangible assets | | 4.5 years | - | 20 years |
(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.
Foreign Currency
The assets and liabilities of our Australian and Canadian operations, where the functional currency is the Australian dollar and Canadian dollar, are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Income statement amounts are translated at the average exchange rate prevailing during the period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss). Foreign currency exchange gains and losses arising from fluctuations in currency exchange rates on transactions and the effects of remeasurement of monetary balances denominated in currencies other than the functional currency are recorded in earnings.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2020, we recorded a foreign currency translation gain of $8.0 million as compared to a foreign currency translation gain of $4.6 million for the year ended December 31, 2019 and $8.2 million foreign currency translation loss for the year ended December 31, 2018 that were measured using the valuation techniques described above (in thousands). The table excludes other financial instruments such as cash and cash equivalents, accounts receivable, and accounts payable as the carrying values associated with these instruments approximate fair value since their maturities are less than one year.on our Consolidated Statements of Operations.
|
| | | | | | | | | | | | | | | | |
| | December 31, 2019 | | December 31, 2018 |
Financial assets | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Marketable securities | | $ | 94,727 |
| | $ | 94,727 |
| | $ | 49,037 |
| | $ | 49,037 |
|
Installment notes receivable on manufactured homes, net | | 95,580 |
| | 95,580 |
| | 112,798 |
| | 112,798 |
|
Collateralized receivables, net | | — |
| | — |
| | 106,924 |
| | 106,924 |
|
Notes receivable from real estate developers | | 18,960 |
| | 18,960 |
| | — |
| | — |
|
Total | | $ | 209,267 |
| | $ | 209,267 |
| | $ | 268,759 |
| | $ | 268,759 |
|
| | | | | | | | |
Financial liabilities | | | | | | | | |
Debt (excluding secured borrowings) | | $ | 3,250,504 |
| | $ | 3,270,544 |
| | $ | 2,888,572 |
| | $ | 2,757,649 |
|
Secured borrowings | | — |
| | — |
| | 107,731 |
| | 107,731 |
|
Lines of credit | | 183,898 |
| | 183,898 |
| | 128,000 |
| | 128,000 |
|
Other liabilities (contingent consideration) | | 6,134 |
| | 6,134 |
| | 4,640 |
| | 4,640 |
|
Total | | $ | 3,440,536 |
| | $ | 3,460,576 |
| | $ | 3,128,943 |
| | $ | 2,998,020 |
|
17.
Recent Accounting Pronouncements
Recent Accounting Pronouncements - Adopted
In February 2016, the FASB issued ASC 2016-02 codified in ASC Topic 842, Leases,“Leases,” which amends the guidance in former ASC Topic 840, Leases. On January 1, 2019, we adopted ASC 2016-02. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right of-use (“ROU”) assets and lease liabilities on the balance sheetsheets for those leases classified as operating leases and disclose key information about leasing arrangements. As amended by ASU 2018-11, comparative reporting periods are presented in accordance with Topic 840, while periods subsequent to the effective date are presented in accordance with Topic 842. The CompanyAt adoption, we elected the package of practical expedients, which permits the Companyus not to reassess expired or existing contracts containing a lease, the lease classification for expired or existing contracts, initial direct costs for any existing leases. The CompanyWe elected not to allocate lease obligation between lease and non-lease components of our agreements for both leases where we are a lessor and leases where we are a lessee. The CompanyWe did not elect the hindsight practical expedient, which permits the companyus to use hindsight in determining the lease terms and impairment implications. The CompanyWe did not elect to use a portfolio approach in the valuation of ROU assets and corresponding liabilities. Some ROU assets include an extension option, which is included in the ROU assets and liabilities only if we are reasonably certain to exercise.exercise the option.
Lessor Accounting
Our income from real property and rental home revenue streams are derived from rental agreements where we are the lessor. Our recognition of rental revenue remains mainly consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. ASC 842 limits the definition of initial direct costs to only the incremental costs of signing a lease. Internal sales employees’ compensation, payroll-related fringe benefits, certain legal fees rendered prior to the execution of a lease, negotiation costs, advertising and other origination effort costs no longer meet the definition of initial direct costs under the new standard, and will be accounted for as general and administrative expense in our consolidated statements of operations. ASC 842 permits the capitalization of direct commission costs. The application of ASC 842 resulted in an immaterial impact on the statement of consolidated operations.
Our leases with customers are classified as operating leases. Lease income from tenants is recognized on a straight-line basis over the terms of the relevant lease agreement and is included within income from real property, rental home revenue and ancillary revenue on the Consolidated Statements of Operations. Revenue is not recognized when collection is not reasonably assured. When collectability is not reasonably assured, the resident is placed on non-accrual status and revenue is recognized when cash payments are received.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lessee Accounting
We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for executive office spaces, groundland and submerged land under non-cancelable operating leases at certain communities,properties, executive office spaces, and certain equipment leases. The ROU asset and ROU liabilities are included within Other assets, net and Other liabilities on the Consolidated Balance Sheets.
For operating leases with a term greater than one year, the company recognizeswe recognize the ROU assets and liabilities related to the lease payments on the Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The ROU assets represent our right to use the underlying assets for the term of the lease and the lease liabilities represent our obligation to make lease payments arising for the agreements. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The ROU asset is periodically reduced by impairment losses. As of December 31, 2019,2020, we have not encountered any impairment losses. Variable lease payments, except for the ones that depend on index or rate, are excluded from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the Consolidated Statements of Operations in the period in which they are incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. The lease liability costs are amortized over the straight-line method over the term of the lease. Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset or liability recognized on the Consolidated Balance Sheets.
Finance leases where we are the lessee are included in Other assets, net and Other liabilities on our Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.
For finance leases the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. ROU assets are periodically reduced by impairment losses. As of December 31, 2019,2020, we have not encountered anyhad no impairment losses. Refer to Note 19, “Leases17, “Leases,” for information regarding leasing activities.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lessor Accounting Pronouncements - Not Yet Adopted
Our income from real property and rental home revenue at our MH and RV properties is derived from rental agreements where we are the lessor. Our recognition of rental revenue remains mainly consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. ASC 842 limits the definition of initial direct costs to only the incremental costs of signing a lease. Internal sales employees’ compensation, payroll-related fringe benefits, certain legal fees rendered prior to the execution of a lease, negotiation costs, advertising and other origination effort costs no longer meet the definition of initial direct costs under the new standard, and therefore are accounted for as general and administrative expense in our Consolidated Statements of Operations. ASC 842 permits the capitalization of direct commission costs.
Our MH and RV sites are typically leased to customers on an annual basis. Seasonal RV sites are generally leased to customers for a period less than one year. Transient RV sites are leased to customers on a short-term basis. In June 2016,addition, customers may lease homes that are located in our MH communities.
Our MH and RV leases with customers are classified as operating leases. Lease income from tenants is recognized on a straight-line basis over the terms of the relevant lease agreement and is included within Income from real property, Rental home revenue and Ancillary revenue on the Consolidated Statements of Operations. When collectability is not reasonably assured, the resident is placed on non-accrual status and revenue is recognized when cash payments are received.
Rental income from customers for wet slips and dry storage spaces at our marinas, is accounted for pursuant to ASC 842. Wet slips and dry storage spaces are typically leased to customers on an annual basis. Seasonal wet slips and dry storage spaces are generally leased to customers for a period less than one year. Transient wet slips and dry storage spaces are leased to customers on a short-term basis. Our wet slips and dry storage space leases are classified as operating leases with lease income recognized over the term of the respective operating lease or the length of a customer's stay.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Revenue
Disaggregation of Revenue
The following table disaggregates our revenue by major source (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Revenues | | | | | | | | | | | | | | | | | |
Income from real property | $ | 1,030,636 | | | $ | 0 | | | $ | 1,030,636 | | | $ | 914,907 | | | $ | 0 | | | $ | 914,907 | | | $ | 816,830 | | | $ | 0 | | | $ | 816,830 | |
Revenue from home sales | 0 | | | 175,699 | | | 175,699 | | | 0 | | | 181,936 | | | 181,936 | | | 0 | | | 166,031 | | | 166,031 | |
Rental home revenue | 0 | | | 62,646 | | | 62,646 | | | 0 | | | 57,572 | | | 57,572 | | | 0 | | | 53,657 | | | 53,657 | |
Ancillary revenue | 102,017 | | | 0 | | | 102,017 | | | 77,638 | | | 0 | | | 77,638 | | | 63,250 | | | 0 | | | 63,250 | |
Interest income | 10,119 | | | 0 | | | 10,119 | | | 17,857 | | | 0 | | | 17,857 | | | 20,852 | | | 0 | | | 20,852 | |
Brokerage commissions and other revenues, net | 17,230 | | | 0 | | | 17,230 | | | 14,127 | | | 0 | | | 14,127 | | | 6,205 | | | 0 | | | 6,205 | |
Total Revenues | $ | 1,160,002 | | | $ | 238,345 | | | $ | 1,398,347 | | | $ | 1,024,529 | | | $ | 239,508 | | | $ | 1,264,037 | | | $ | 907,137 | | | $ | 219,688 | | | $ | 1,126,825 | |
Our revenue consists primarily of income from real property at our MH, RV and marinas properties, revenue from home sales, rental home revenue, ancillary revenue, interest income, brokerage commissions and other revenue.
The majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842. We account for all revenue from contracts with customers following ASC 606, “Revenue from Contracts with Customers” except for those that are within the scope of other topics in the FASB accounting standards codification. Refer to Note 1, “Significant Accounting Policies,” for additional information.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Real Estate Acquisitions and Dispositions
2020 Acquisitions and dispositions
Communities
For the year ended December 31, 2020, we acquired the following MH communities and RV resorts and portfolios:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | | Acquisition Type | | Property Type | | Sites | | | | State | | Month Acquired |
Cape Cod(1) | | Asset acquisition | | RV | | 230 | | | | | MA | | January |
Jellystone Natural Bridge | | Asset acquisition | | RV | | 299 | | | | | VA | | February |
Forest Springs(2) | | Asset acquisition | | MH | | 372 | | | | | CA | | May |
Crown Villa | | Asset acquisition | | RV | | 123 | | | | | OR | | June |
Flamingo Lake | | Asset acquisition | | RV | | 421 | | | | | FL | | July |
Woodsmoke | | Asset acquisition | | RV | | 300 | | | | | FL | | September |
Jellystone Lone Star | | Asset acquisition | | RV | | 344 | | | | | TX | | September |
El Capitan & Ocean Mesa(3)(4) | | Asset acquisition | | RV | | 266 | | | | | CA | | September |
Highland Green Estates & Troy Villa(4) | | Asset acquisition | | MH | | 1,162 | | | | | MI | | September |
Gig Harbor | | Asset acquisition | | RV | | 115 | | | | | WA | | November |
Maine MH Portfolio(5) | | Asset acquisition | | MH | | 1,083 | | | | | ME | | November |
Mouse Mountain | | Asset acquisition | | MH / RV | | 304 | | | | | FL | | December |
Lakeview Mobile Estates | | Asset acquisition | | MH | | 296 | | | | | CA | | December |
Shenandoah Acres | | Asset acquisition | | RV | | 522 | | | | | VA | | December |
Jellystone at Barton Lake | | Asset acquisition | | RV | | 555 | | | | | IN | | December |
Kittatinny(4) | | Asset acquisition | | RV | | 527 | | | | | NY & PA | | December |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | Total | | 6,919 | | | | | | | |
(1) In conjunction with the acquisition, we issued Series E preferred OP units. As of December 31, 2020, 90,000 Series E preferred OP units were outstanding.
(2) In conjunction with the acquisition, we issued Series F preferred OP units and common OP units. As of December 31, 2020, 90,000 Series F preferred OP units, specific to this acquisition, were outstanding.
(3) In conjunction with the acquisition, we issued Series G preferred OP units. As of December 31, 2020, 240,710 Series G preferred OP units were outstanding.
(4) Includes two communities.
(5) Includes six communities.
For the year ended December 31, 2020, we acquired the following marinas and portfolios:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | | Acquisition Type | | Property Type | | | Wet Slips & Dry Storage Spaces | | | | | | State | | Month Acquired |
Safe Harbor Marinas(1) | | Business combination | | Marina | | | 37,305 | | | | | | | Various | | October |
Hideaway Bay(2) | | Business combination | | Marina | | | 628 | | | | | | | GA | | November |
Anacapa Isle(2) | | Business combination | | Marina | | | 453 | | | | | | | CA | | December |
Annapolis | | Asset acquisition | | Marina | | | 184 | | | | | | | MD | | December |
Wickford | | Asset acquisition | | Marina | | | 60 | | | | | | | RI | | December |
Rybovich Portfolio(3) | | Business combination | | Marina | | | 78 | | | | | | | FL | | December |
Rockland | | Asset acquisition | | Marina | | | 173 | | | | | | | ME | | December |
| | | | | | | | | | | | | | | |
| | Total | | | | | 38,881 | | | | | | | | | |
(1) Includes 99 owned marinas located in 22 states. In conjunction with the acquisition, we issued Series H preferred OP units. As of December 31, 2020, 581,407 Series H preferred OP units were outstanding.
(2) Acquired in connection with Safe Harbor Marinas acquisition. Transfer of marinas was contingent on receiving third party consents.
(3) Includes two marinas. In conjunction with the acquisition, we issued Series I preferred OP units. As of December 31, 2020, 922,000 Series I preferred OP units were outstanding.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed for the year ended December 31, 2020 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of manufactured homes | | Intangible assets, net | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consider - ation |
Cape Cod | $ | 13,350 | | | $ | 0 | | | $ | 150 | | | $ | (295) | | | $ | 13,205 | | | $ | 4,205 | | | $ | 0 | | | $ | 9,000 | | | $ | 13,205 | |
Jellystone Natural Bridge | 11,364 | | | 0 | | | 80 | | | (391) | | | 11,053 | | | 11,053 | | | 0 | | | 0 | | | 11,053 | |
Forest Springs | 51,949 | | | 1,337 | | | 2,160 | | | (107) | | | 55,339 | | | 36,260 | | | 0 | | | 19,079 | | | 55,339 | |
Crown Villa | 16,792 | | | 0 | | | 0 | | | (230) | | | 16,562 | | | 16,562 | | | 0 | | | 0 | | | 16,562 | |
Flamingo Lake | 34,000 | | | 0 | | | 0 | | | (155) | | | 33,845 | | | 33,845 | | | 0 | | | 0 | | | 33,845 | |
Woodsmoke | 25,120 | | | 40 | | | 840 | | | (461) | | | 25,539 | | | 25,539 | | | 0 | | | 0 | | | 25,539 | |
Jellystone Lone Star | 21,000 | | | 0 | | | 0 | | | (703) | | | 20,297 | | | 20,297 | | | 0 | | | 0 | | | 20,297 | |
El Capitan & Ocean Mesa | 69,690 | | | 0 | | | 0 | | | (10,321) | | | 59,369 | | | 32,108 | | | 0 | | | 27,261 | | | 59,369 | |
Highland Green Estates & Troy Villa | 60,988 | | | 1,679 | | | 2,030 | | | (15) | | | 64,682 | | | 64,682 | | | 0 | | | 0 | | | 64,682 | |
Gig Harbor | 15,250 | | | 0 | | | 0 | | | (22) | | | 15,228 | | | 15,228 | | | 0 | | | 0 | | | 15,228 | |
Maine MH Portfolio | 79,890 | | | 0 | | | 1,359 | | | 30 | | | 81,279 | | | 72,479 | | | 8,800 | | | 0 | | | 81,279 | |
Mouse Mountain | 15,500 | | | 0 | | | 0 | | | (4) | | | 15,496 | | | 15,496 | | | 0 | | | 0 | | | 15,496 | |
Lakeview Mobile Estates | 23,750 | | | 0 | | | 0 | | | (72) | | | 23,678 | | | 23,678 | | | 0 | | | 0 | | | 23,678 | |
Shenandoah Acres | 17,000 | | | 0 | | | 0 | | | (197) | | | 16,803 | | | 16,803 | | | 0 | | | 0 | | | 16,803 | |
Jellystone at Barton Lake | 24,000 | | | 0 | | | 0 | | | (397) | | | 23,603 | | | 23,603 | | | 0 | | | 0 | | | 23,603 | |
Kittatinny Portfolio | 16,250 | | | 0 | | | 0 | | | 29 | | | 16,279 | | | 16,279 | | | 0 | | 0 | | | 16,279 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total | $ | 495,893 | | | $ | 3,056 | | | $ | 6,619 | | | $ | (13,311) | | | $ | 492,257 | | | $ | 428,117 | | | $ | 8,800 | | | $ | 55,340 | | | $ | 492,257 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amount of assets net of liabilities assumed at the acquisition date, and the consideration paid for the acquisitions completed at our marina for the year ended December 31, 2020 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of Boats parts and retail related Items | | Goodwill and other intangible assets, net | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consideration |
Asset Acquisition | | | | | | | | | | | | | | | | |
Mears Annapolis | 24,354 | | | 0 | | | 6,922 | | | (546) | | | 30,730 | | | 30,730 | | | 0 | | | 0 | | | 30,730 | |
Wickford | 3,468 | | | 0 | | | 42 | | | (121) | | | 3,389 | | | 3,389 | | | 0 | | | 0 | | | 3,389 | |
Rockland(1) | 14,387 | | | 48 | | | 1,097 | | | (369) | | | 15,163 | | | 15,163 | | | 0 | | | 0 | | | 15,163 | |
Business Combination(2) | | | | | | | | | | | | | | | | |
Safe Harbor Marinas (1) | $ | 1,643,879 | | | $ | 5,700 | | | $ | 418,033 | | | $ | (26,831) | | | $ | 2,040,781 | | | $ | 1,141,797 | | | $ | 829,000 | | | $ | 69,984 | | | $ | 2,040,781 | |
Hideaway Bay(1) | 26,218 | | | 23 | | | 7,242 | | | (1,077) | | | 32,406 | | | 32,406 | | | 0 | | | 0 | | | 32,406 | |
Anacapa Isle(1) | 10,924 | | | 0 | | | 3,146 | | | 60 | | | 14,130 | | | 14,130 | | | 0 | | | 0 | | | 14,130 | |
Rybovich Portfolio(1) | 128,356 | | | 622 | | | 245,546 | | | (2,037) | | | 372,487 | | | 258,123 | | | 0 | | | 114,364 | | | 372,487 | |
| | | | | | | | | | | | | | | | | |
Total | $ | 1,851,586 | | | $ | 6,393 | | | $ | 682,028 | | | $ | (30,921) | | | $ | 2,509,086 | | | $ | 1,495,738 | | | $ | 829,000 | | | $ | 184,348 | | | $ | 2,509,086 | |
(1) Purchase price allocations are preliminary as of December 31, 2020, subject to revision based on final purchase price allocations.
(2) Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional detail on goodwill and other intangible assets.
As of December 31, 2020, we have incurred $23.0 million of expensed business combination transaction cost (in relation to the acquisition Safe Harbor, Hideaway Bay, Anacapa Isle, and the Safe Harbor Rybovich Portfolio, as each such acquisition meets the criteria to be accounted for as business combination), and $13.4 million of capitalized transaction costs for asset acquisitions which have been allocated among the various categories above.
Refer to Note 20, “Subsequent Events,” for information regarding real estate acquisition activity after December 31, 2020.
The total amount of Revenues and Net income (loss) included in the Consolidated Statements of Operations for the year ended December 31, 2020, related to business combinations completed in 2020 are set forth in the following table (in thousands):
| | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | |
Total revenues | | $ | 47,276 | | | |
Net income / (loss) | | $ | (8,524) | | | |
The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2020 and 2019, as if the properties acquired in 2020 had been acquired on January 1, 2019, for our 2020 acquisitions that meet the definition of business combination. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on January 1, 2019 (in thousands, except per-share data):
| | | | | | | | | | | | | | |
| | Year Ended (unaudited) |
| | December 31, 2020 | | December 31, 2019 |
Total revenues | | $ | 1,780,891 | | | $ | 1,701,566 | |
Net income attributable to Sun Communities, Inc. common stockholders | | $ | 147,041 | | | $ | 187,433 | |
Net income per share attributable to Sun Communities, Inc. common stockholders - basic | | $ | 1.51 | | | $ | 2.12 | |
Net income per share attributable to Sun Communities, Inc. common stockholders - diluted | | $ | 1.51 | | | $ | 2.11 | |
Land for Expansion / Development
During the year ended December 31, 2020, we acquired 8 land parcels which are located in Orange Beach, Alabama; Jensen Beach, Florida; Citra Lakes, Florida; Comal County, Texas and Menifee, California for total consideration of $9.7 million. NaN of the land parcels are adjacent to existing communities.
Dispositions
On July 1, 2020, we sold a manufactured housing community located in Montana, containing 226 sites, for $12.6 million. The gain from the sale of the property was approximately $5.6 million.
2019 Acquisitions
For the year ended December 31, 2019 we acquired the following communities:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property Name | | Acquisition Type | | Type | | Sites | | Development Sites | | State | | Month Acquired |
Slickrock Campground | | Asset acquisition | | RV | | 193 | | | 0 | | | UT | | December |
Pandion Ridge | | Asset acquisition | | RV | | 142 | | | 351 | | | AL | | November |
Jensen Portfolio(1) | | Asset acquisition | | MH | | 5,230 | | | 466 | | | Various | | October |
Glen Ellis | | Asset acquisition | | RV | | 244 | | | 40 | | | NH | | September |
Leisure Point Resort(2) | | Asset acquisition | | MH / RV | | 502 | | | 0 | | | DE | | September |
Reunion Lake | | Asset acquisition | | RV | | 202 | | | 69 | | | LA | | July |
Sun Outdoors Sevierville Pigeon Forge | | Asset acquisition | | RV | | 309 | | | 0 | | | TN | | May |
Massey’s Landing RV | | Asset acquisition | | RV | | 291 | | | 0 | | | DE | | February |
Shelby Properties(3) | | Asset acquisition | | MH | | 1,308 | | | 0 | | | MI | | February |
Buena Vista | | Asset acquisition | | MH | | 400 | | | 0 | | | AZ | | February |
Country Village Estates(4) | | Asset acquisition | | MH | | 518 | | | 0 | | | OR | | January |
Hid’n Pines RV | | Asset acquisition | | RV | | 321 | | | 0 | | | ME | | January |
Hacienda del Rio | | Asset acquisition | | MH (Age-Restricted) | | 730 | | | 0 | | | FL | | January |
| | | | Total | | 10,390 | | | 926 | | | | | |
(1) Contains 31 communities located in CT, GA, MD, NH, NJ, NY, NC and SC. In conjunction with the acquisition, we issued 1,972,876 shares of common stock, net of fractional shares paid in cash.
(2) Contains 201 MH sites and 301 RV sites.
(3) Contains 2 MH communities.
(4) In conjunction with the acquisition, we issued Series D preferred OP Units. As of December 31, 2019, 488,958 Series D Preferred OP Units were outstanding.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed in 2019 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At Acquisition Date | | Consideration |
| Investment in property | | Inventory of manufactured homes | | Intangible assets, net | | Other assets (liabilities), net | | Total identifiable assets acquired net of liabilities assumed | | Cash and escrow | | Debt assumed | | Temporary and permanent equity | | Total consideration |
Slickrock Campground | $ | 8,250 | | | $ | 0 | | | $ | 0 | | | $ | 8 | | | $ | 8,258 | | | $ | 8,258 | | | $ | 0 | | | $ | 0 | | | $ | 8,258 | |
Pandion Ridge | 19,070 | | | 0 | | | 0 | | | (92) | | | 18,978 | | | 18,978 | | | 0 | | | 0 | | | 18,978 | |
Jensen Portfolio | 374,402 | | | 3,605 | | | 7,752 | | | 3,938 | | | 389,697 | | | 18,306 | | | 58,000 | | | 313,391 | | | 389,697 | |
Glen Ellis | 5,955 | | | 0 | | | 0 | | | (79) | | | 5,876 | | | 1,976 | | | 3,900 | | | 0 | | | 5,876 | |
Leisure Point Resort | 43,632 | | | 18 | | | 850 | | | (678) | | | 43,822 | | | 43,822 | | | 0 | | | 0 | | | 43,822 | |
Reunion Lake | 23,493 | | | 0 | | | 0 | | | (1,153) | | | 22,340 | | | 22,340 | | | 0 | | | 0 | | | 22,340 | |
Sun Outdoors Sevierville Pigeon Forge | 22,589 | | | 75 | | | 0 | | | 0 | | | 22,664 | | | 22,664 | | | 0 | | | 0 | | | 22,664 | |
Massey's Landing | 36,250 | | | 0 | | | 220 | | | (446) | | | 36,024 | | | 36,024 | | | 0 | | | 0 | | | 36,024 | |
Shelby Properties | 85,969 | | | 2,011 | | | 6,520 | | | (1,015) | | | 93,485 | | | 93,485 | | | 0 | | | 0 | | | 93,485 | |
Buena Vista | 20,221 | | | 439 | | | 1,590 | | | (93) | | | 22,157 | | | 22,157 | | | 0 | | | 0 | | | 22,157 | |
Country Village | 62,784 | | | 0 | | | 2,020 | | | 31 | | | 64,835 | | | 12,905 | | | 0 | | | 51,930 | | | 64,835 | |
Hid'n Pines | 10,680 | | | 0 | | | 70 | | | (233) | | | 10,517 | | | 10,517 | | | 0 | | | 0 | | | 10,517 | |
Hacienda del Rio | 111,971 | | | 15 | | | 3,280 | | | (237) | | | 115,029 | | | 115,029 | | | 0 | | | 0 | | | 115,029 | |
Total | $ | 825,266 | | | $ | 6,163 | | | $ | 22,302 | | | $ | (49) | | | $ | 853,682 | | | $ | 426,461 | | | $ | 61,900 | | | $ | 365,321 | | | $ | 853,682 | |
As of December 31, 2019, we incurred $19.3 million of transaction costs which have been capitalized and allocated among the various categories above.
Land for Expansion / Development
During the year ended December 31, 2019, we acquired four land parcels which are located in New Braunfels, Texas; Petoskey, Michigan; Uhland, Texas and Hudson, Florida for total consideration of $7.7 million. Two of the land parcels are adjacent to existing communities.
Ground Leases
In September 2019, we entered into a 66-year Temporary Occupancy and Use Permit with the Port of San Diego to construct and operate a new RV resort in Chula Vista. Refer to Note 17, “ Leases,” for disclosures on accounting treatment.
In August 2019, we acquired Chincoteague Island KOA RV Resort (“Chincoteague”), in Chincoteague Island, Virginia for total consideration of $19.5 million. The sellers of Chincoteague continue to operate the property. Refer to Note 17, “Leases,” for disclosures on accounting treatment.
In April 2019, we acquired Strafford / Lake Winnipesaukee South KOA RV Resort ("Strafford") in Strafford, New Hampshire for total consideration of $2.7 million. The sellers of Strafford continue to operate the property. Refer to Note 17, “Leases,” for disclosures on accounting treatment.
In March 2019, we entered into a four-year Temporary Occupancy and Use Permit with the Port of San Diego to operate a RV resort located in Chula Vista, CA until such time as the Company constructs a new RV resort in the area. Concurrent with the transaction, we purchased tangible personal property from the prior owner of the RV resort for $0.3 million. Refer to Note 17, “Leases,” for disclosures on accounting treatment.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Notes and Other Receivables
The following table sets forth certain information regarding notes and other receivables (in thousands):
| | | | | | | | | | | | |
| | December 31, 2020 | | December 31, 2019 |
Installment notes receivable on manufactured homes, net | | $ | 85,866 | | | $ | 95,580 | |
Notes receivable from real estate developers | | 52,638 | | | 18,960 | |
Other receivables, net | | 83,146 | | | 43,386 | |
Total Notes and Other Receivables, net | | $ | 221,650 | | | $ | 157,926 | |
Installment Notes Receivable on Manufactured Homes
Due to the adoption of ASU 2016-13, ““Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.,” “CECL” This update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As of January 1, 2020, we adoptedinstallment notes receivable are measured at fair value pursuant to us electing the fair value option for ouroption. The balances of installment notes receivable of $85.9 million (net of fair value adjustment of $1.3 million) and $95.6 million (net of allowance of $0.6 million) as of December 31, 2020 and December 31, 2019, respectively, are collateralized by manufactured homes. The notes represent financing to purchasers of manufactured homes primarily located in our communities and require monthly principal and interest payments. The notes had a net weighted average interest rate (net of servicing costs) and maturity of 7.8 percent and 15.2 years as of December 31, 2020, and 8.0 percent and 15.8 years as of December 31, 2019, respectively. Refer to Note 15, “Fair Value of Financial Instruments,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.
The change in the aggregate balance of the installment notes receivable is as follows (in thousands):
| | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 |
Beginning balance of gross installment notes receivable | $ | 96,225 | | | $ | 113,495 | |
Financed sale of manufactured homes | 5,014 | | | 341 | |
Adjustment for notes receivable related to assets held for sale | (477) | | | 0 | |
Principal payments and payoffs from our customers | (8,977) | | | (8,710) | |
Principal reduction from repossessed homes | (4,643) | | | (8,901) | |
Ending balance of gross installment notes receivable | 87,142 | | | 96,225 | |
| | | |
Beginning balance of allowance for losses on installment notes receivables | (645) | | | (697) | |
Adjustment to allowance for losses | 0 | | | 52 | |
Initial fair value option adjustment (see Note 19)
| 645 | | | 0 | |
Ending balance of allowance for losses on installment notes receivables | 0 | | | (645) | |
| | | |
Initial fair value option adjustment (see Note 19) | 991 | | | 0 | |
Adjustment for notes receivable related to assets held for sale | 7 | | | 0 | |
Fair value adjustment | (2,274) | | | 0 | |
Fair value adjustments on gross installment notes receivable | (1,276) | | | 0 | |
| | | |
Ending balance of installment notes receivable, net | $ | 85,866 | | | $ | 95,580 | |
Notes Receivable from Real Estate Developers
As of December 31, 2020 and 2019, the notes receivable balances of $52.6 million and $19.0 million, respectively, are primarily comprised of construction loans provided to real estate developers. The carrying values of the notes generally approximate their fair market values either due to the nature of the loan and / or note being secured by underlying collateral and / or personal guarantees. The notes receivable from real estate developers have a net weighted average interest rate and maturity of 6.2 percent and 1.8 years as of December 31, 2020, and 7.0 percent and 1.3 years as of December 31, 2019, respectively. As of December 31, 2020, real estate developers collectively have $17.0 million of undrawn funds on their loans. There were no adjustments to the fair value of notes receivable from the real estate developers for the years ended December 31, 2020 and 2019. Refer to Note 15, “Fair Value of Financial Instruments,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Receivables, net
As of December 31, 2020, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $7.1 million (net of allowance of $7.2 million), home sale proceeds of $23.6 million, insurance receivables of $13.6 million, marina customers for storage service and lease payments of $19.2 million (net of allowance of $1.4 million), and other receivables of $19.6 million. As of December 31, 2019, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other pass through charges of $7.8 million (net of allowance of $2.2 million), home sale proceeds of $20.9 million, insurance and other receivables of $9.9 million and other receivables of $4.8 million.
During June 2020, we executed a convertible secured promissory note with RezPlot Systems LLC, a nonconsolidated affiliate in which we have a 50 percent ownership interest. The note allows for a principal amount of up to $10.0 million to be drawn down over a period of three years, bears an interest rate of 3.0 percent and is secured by all the assets of RezPlot Systems LLC. The outstanding balance was $2.0 million as of December 31, 2020 and is included in the Notes and other receivables, net on the Consolidated Balance Sheets. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” for additional information on our nonconsolidated affiliates.
5. Goodwill and Other Intangible Assets
Our intangible assets include goodwill, in-place leases, slip in-place leases, non-competition agreements, trademarks and trade names, customer relationships, and franchise agreements and other intangible assets. These intangible assets are recorded in Goodwill and Other Intangible Assets, net on the Consolidated Balance Sheets. In accordance with FASB ASC Topic 842, below market leases are now classified as a right of use asset.
Goodwill impairment - Upon review of the qualitative factors in accordance with FASB ASC 350-20, “Goodwill and Other,” we determined that no impairment indicators existed as of December 31, 2020. As a result, there was no impairment of goodwill during the year ended December 31, 2020. There was no goodwill for the years ended December 31, 2019 and 2018.
The gross carrying amounts and accumulated amortization of our intangible assets are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | December 31, 2020 | | December 31, 2019 |
Intangible Asset | | Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
Goodwill | | Indefinite | | $ | 428,833 | | | n/a | | $ | 0 | | | n/a |
In-place leases | | 3 months - 13 years | | 134,651 | | | (92,216) | | | 127,313 | | | (74,548) | |
Slip in-place leases | | 6 months | | 10,880 | | | (111) | | | 0 | | | 0 | |
Non-competition agreements | | 5 years | | 10,000 | | | 0 | | | 0 | | | 0 | |
Trademarks and trade names | | Various(1) | | 116,500 | | | — | | | 0 | | | — | |
Customer relationships | | 1 - 7.5 years | | 108,000 | | | (2,371) | | | 0 | | | 0 | |
Franchise agreements and other intangible assets | | 7 - 20 years | | 23,856 | | | (3,578) | | | 16,943 | | | (2,760) | |
Total | | | | $ | 832,720 | | | $ | (98,276) | | | $ | 144,256 | | | $ | (77,308) | |
(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.
Total amortization expense related to the intangible assets are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
Intangible Asset Amortization Expense | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
In-place leases | | $ | 18,075 | | | $ | 14,912 | | | $ | 12,913 | |
Slip in-place leases | | 111 | | | 0 | | | 0 | |
Franchise fees and other intangible assets | | 3,193 | | | 818 | | | 507 | |
Total | | $ | 21,379 | | | $ | 15,730 | | | $ | 13,420 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We anticipate amortization expense for our intangible assets to be as follows for the next five years (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2022 | | 2023 | | 2024 | | 2025 |
| | | | | | | | | | |
| | | | | | | | | | |
In-place leases | | $ | 15,644 | | | $ | 10,733 | | | $ | 7,314 | | | $ | 5,051 | | | $ | 4,503 | |
Slip in-place leases | | 6,767 | | | 0 | | | 0 | | | 0 | | | 0 | |
Non-competition agreements | | 2,000 | | | 2,000 | | | 2,000 | | | 2,000 | | | 2,000 | |
Trademarks and trade names | | 1,000 | | | 1,000 | | | 500 | | | 0 | | | 0 | |
Customer Relationships | | 16,818 | | | 16,818 | | | 16,818 | | | 16,818 | | | 16,068 | |
Franchise agreements and other intangible assets | | 1,490 | | | 1,490 | | | 1,460 | | | 1,413 | | | 1,413 | |
Total | | $ | 43,719 | | | $ | 32,041 | | | $ | 28,092 | | | $ | 25,282 | | | $ | 23,984 | |
6. Investments in Nonconsolidated Affiliates
Investments in joint ventures that are not consolidated, nor recorded at cost, are accounted for using the equity method of accounting as prescribed in FASB ASC Topic 323, “Investments - Equity Method and Joint Ventures.” Investments in nonconsolidated affiliates are recorded within Other assets, net on the Consolidated Balance Sheets. Equity income and loss are recorded in Income / (loss) from nonconsolidated affiliates on the Consolidated Statements of Operations.
RezPlot Systems LLC (“Rezplot”)
At December 31, 2020 and 2019, we had a 50 percent ownership interest in RezPlot, a RV reservation software technology company, acquired in January 2019.
Sungenia joint venture (“Sungenia JV”)
At December 31, 2020 and December 31, 2019, we had a 50 percent ownership interest in Sungenia JV, a joint venture formed between us and Ingenia Communities Group in November 2018, to establish and grow a manufactured housing community development program in Australia.
GTSC LLC (“GTSC”)
At December 31, 2020 and December 31, 2019, we had a 40 percent ownership interest in GTSC, which engages in acquiring, holding and selling loans secured, directly or indirectly, by manufactured homes located in our communities.
Origen Financial Services, LLC (“OFS”)
At December 31, 2020 and December 31, 2019, we had a 22.9 percent ownership interest in OFS, an end-to-end online resident screening and document management suite.
SV Lift, LLC (“SV Lift”)
At December 31, 2020 and December 31, 2019, we had a 50 percent ownership interest in SV Lift, which owns, operates and leases an aircraft.
The investment balance in each nonconsolidated affiliate is as follows (in thousands):
| | | | | | | | | | | | | | | | |
Investment | | December 31, 2020 | | December 31, 2019 | | |
Investment in RezPlot | | $ | 3,047 | | | $ | 4,184 | | | |
Investment in Sungenia JV | | 26,890 | | | 11,995 | | | |
Investment in GTSC | | 25,495 | | | 18,488 | | | |
Investment in OFS | | 152 | | | 148 | | | |
Investment in SV Lift | | 3,490 | | | 2,961 | | | |
Total | | $ | 59,074 | | | $ | 37,776 | | | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The year to date equity income / (loss) from each nonconsolidated affiliate is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
Equity income | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
RezPlot equity loss | | $ | (1,887) | | | $ | (1,344) | | | $ | 0 | |
Sungenia JV equity income / (loss) | | 338 | | | (290) | | | 0 | |
GTSC equity income | | 3,944 | | | 2,803 | | | 604 | |
OFS equity income | | 148 | | | 205 | | | 186 | |
SV Lift equity loss | | (803) | | | 0 | | | 0 | |
Total equity income | | $ | 1,740 | | | $ | 1,374 | | | $ | 790 | |
The change in the GTSC investment balance is as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | |
Beginning balance | | $ | 18,488 | | | $ | 29,780 | | | |
Adjustment of allowance for losses | | 0 | | | 144 | | | |
Initial fair value option adjustment (see Note 19) | | 317 | | | 0 | | | |
Contributions | | 19,030 | | | 33,143 | | | |
Distributions | | (14,676) | | | (47,382) | | | |
Equity earnings | | 3,944 | | | 2,803 | | | |
Fair value adjustment | | (1,608) | | | 0 | | | |
Ending Balance | | $ | 25,495 | | | $ | 18,488 | | | |
The change in the Sungenia JV investment balance is as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | |
Beginning balance | | $ | 11,995 | | | $ | 723 | | | |
Cumulative translation adjustment | | 2,180 | | | (20) | | | |
Contributions | | 12,377 | | | 11,582 | | | |
| | | | | | |
Equity earnings | | 338 | | | (290) | | | |
| | | | | | |
Ending Balance | | $ | 26,890 | | | $ | 11,995 | | | |
7. Consolidated Variable Interest Entities
The Operating Partnership
We consolidate the Operating Partnership under the guidance set forth in FASB ASC Topic 810 “Consolidation.” ASU 2015-02 modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or, alternatively, voting interest entities. We evaluated the application of ASU 2015-02 and concluded that the Operating Partnership met the criteria of a VIE. Our significant asset is our investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. We are the sole general partner and generally have the power to manage and have complete control over the Operating Partnership and the obligation to absorb its losses or the right to receive its benefits.
Sun NG RV Resorts LLC (“Sun NG Resorts”); Rudgate Village SPE, LLC, Rudgate Clinton SPE, LLC, and Rudgate Clinton Estates SPE, LLC (collectively, “Rudgate”); Sun NG Whitewater RV Resorts LLC; FPG Sun Menifee 80 LLC, SHM South Fork JV, LLC.
We consolidate Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC, and SHM South Fork JV, LLC under the guidance set forth in FASB ASC Topic 810 “Consolidation.” We concluded that each entity is a VIE where we are the primary beneficiary, as we have the power to direct the significant activities of, and absorb the significant losses and receive the significant benefits from each entity. Refer to Note 8, “Debt and Lines of Credit,” for additional information on Sun NG Resorts and Note 9, “Equity and Temporary Equity,” for additional information on Sun NG Resorts, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC and SHM South Fork JV, LLC.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the assets and liabilities of Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC and SHM South Fork JV, LLC included in our Consolidated Balance Sheets after eliminations (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2019 |
Assets | | | |
Investment property, net | $ | 438,918 | | | $ | 344,300 | |
Other assets, net | 24,554 | | | 23,894 | |
Total Assets | $ | 463,472 | | | $ | 368,194 | |
| | | |
Liabilities and Other Equity | | | |
Debt | $ | 47,706 | | | $ | 46,993 | |
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 | | | 35,249 | |
Other liabilities | 21,957 | | | 13,631 | |
Total Liabilities | 104,912 | | | 95,873 | |
Other redeemable noncontrolling interests | 28,469 | | | 27,091 | |
Noncontrolling interests (including SHM South Fork JV, LLC) | 16,084 | | | 8,542 | |
Total Liabilities and Other Equity | $ | 149,465 | | | $ | 131,506 | |
Investment property, net and Other assets, net related to the consolidated VIEs, with the exception of Operating Partnership, comprised 4.1 percent and 4.7 percent of our consolidated total assets at December 31, 2020 and December 31, 2019, respectively. Debt, Preferred Equity and Other liabilities comprised 2.0 percent and 2.5 percent of our consolidated total liabilities at December 31, 2020 and December 31, 2019, respectively. Equity Interests and Noncontrolling interests related to the consolidated VIEs, on an absolute basis, comprised less than 1.0 percent of our consolidated total equity at December 31, 2020 and at December 31, 2019, respectively.
8. Debt and Lines of Credit
The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in thousands except statistical information):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Carrying Amount | | Weighted Average Years to Maturity | | Weighted Average Interest Rates |
| December 31, 2020 | | December 31, 2019 | | December 31, 2020 | | December 31, 2019 | | December 31, 2020 | | December 31, 2019 |
Collateralized term loans - Life Companies | $ | 1,658,239 | | | $ | 1,710,408 | | | 16.3 | | 17.1 | | 3.990 | % | | 4.012 | % |
Collateralized term loans - FNMA | 1,150,924 | | | 697,589 | | | 9.1 | | 7.0 | | 3.230 | % | | 3.659 | % |
Collateralized term loans - CMBS | 267,205 | | | 397,868 | | | 2.9 | | 3.1 | | 4.789 | % | | 5.103 | % |
Collateralized term loans - FMCC | 368,599 | | | 374,727 | | | 3.9 | | 4.9 | | 3.854 | % | | 3.856 | % |
Total Collateralized Term Loans | 3,444,967 | | | 3,180,592 | | | | | | | | | |
| | | | | | | | | | | |
Preferred equity - Sun NG Resorts - mandatorily redeemable | 35,249 | | | 35,249 | | | 3.8 | | 2.8 | | 6.000 | % | | 6.000 | % |
Preferred OP units - mandatorily redeemable | 34,663 | | | 34,663 | | | 5.1 | | 4.0 | | 5.932 | % | | 6.500 | % |
Lines of credit and other debt | 1,242,197 | | | 183,898 | | | 3.7 | | 3.5 | | 2.078 | % | | 2.710 | % |
Total Debt | $ | 4,757,076 | | | $ | 3,434,402 | | | 9.4 | | 11.1 | | 3.370 | % | | 4.026 | % |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Collateralized Term Loans
During the years ended December 31, 2020 and 2019, we repaid the following collateralized term loans (in thousands except statistical information):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended | | Repayment Amount | | Fixed Interest Rate | | Maturity Date | | (Gain) / Loss on Extinguishment of Debt |
June 30, 2020 | | $ | 52,710 | | (1) | 5.980 | % | (4) | March 1, 2021 July 11, 2021 December 1, 2021 | | $ | 1,930 | |
March 31, 2020 | | $ | 99,607 | | | 5.837 | % | | March 1, 2021 | | $ | 3,403 | |
| $ | 19,922 | | (2) | 5.830 | % | (4) | July 1, 2020 | | $ | (124) | |
December 31, 2019 | | $ | 17,048 | | | 5.620 | % | | March 1, 2020 | | $ | (84) | |
| $ | 127,282 | | | 5.100 | % | | November 1, 2021 | | $ | 3,274 | |
| $ | 21,527 | | (3) | 6.240 | % | (4) | March 1, 2020 April 1, 2020 | | $ | (163) | |
September 30, 2019 | | $ | 134,021 | | | 4.300 | % | | May 1, 2023 | | $ | 12,755 | |
March 31, 2019 | | $ | 186,815 | | | 3.830 | % | | January 1, 2030 | | $ | 653 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)Includes four collateralized term loans, two due to mature on March 1, 2021, one due to mature on July 11, 2021, and the other due to mature on December 1, 2021.
(2)Includes four collateralized term loans due to mature on July 1, 2020.
(3)Includes four collateralized term loans, three due to mature on March 1, 2020 and one due to mature on April 1, 2020.
(4)The interest rate represents the weighted average interest rate on collateralized term loans.
During the years ended December 31, 2020 and 2019, we entered into the following collateralized term loans (in thousands except statistical information):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended | | Loan Amount | | Term (in years) | | Interest Rate | | Maturity Date |
December 31, 2020 | | $ | 268,800 | | (1) | 12 | | 2.662 | % | (3) | May 1, 2030 November 1, 2032 |
March 31, 2020 | | $ | 230,000 | | | 15 | | 2.995 | % | | April 1, 2035 |
December 31, 2019 | | $ | 400,000 | | (2) | 21 | | 4.026 | % | (3) | December 15, 2039 December 15, 2041 |
September 30, 2019 | | $ | 250,000 | | | 10 | | 2.925 | % | | October 1, 2029 |
March 31, 2019 | | $ | 265,000 | | | 25 | | 4.170 | % | | January 15, 2044 |
| | | | | | | | |
| | | | | | | | |
(1)Includes three collateralized term loans, one for $8.8 million assumed as part of the acquisition of the Maine MH Portfolio, due to mature on May 1, 2030 and two for $39.5 million and $220.5 million, respectively, due to mature on November 1, 2032.
(2)Includes two collateralized term loans, one for $196.3 million due to mature on December 15, 2039 and the other for $203.7 million due to mature on December 15, 2041.
(3) The interest rate represents the weighted average interest rate on collateralized term loans.
The collateralized term loans totaling $3.4 billion as of December 31, 2020, are secured by 192 properties comprised of 76,296 sites representing approximately $3.2 billion of net book value.
Preferred Equity - Sun NG Resorts - mandatorily redeemable
In connection with the investment in Sun NG Resorts, $35.3 million of mandatorily redeemable Preferred Equity (“Preferred Equity - Sun NG Resorts”) was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of 6.0 percent per annum. The Preferred Equity - Sun NG Resorts has a seven-year term ending June 1, 2025 and $33.4 can be redeemed in the fourth quarter of 2024 at the holders’ option. The Preferred Equity - Sun NG Resorts as of December 31, 2020 was $35.2 million. Refer to Note 7, “Consolidated Variable Interest Entities,” and Note 9, “Equity and Temporary Equity,” for additional information.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred OP Units - mandatorily redeemable
Preferred OP units at December 31, 2020 and December 31, 2019 include $34.7 million of Aspen preferred OP units issued by the Operating Partnership. As of December 31, 2020, these units are convertible indirectly into 407,677 shares of our common stock.
In January 2020, we amended the Operating Partnership’s partnership agreement at the election of certain Aspen preferred OP unit holders. The amendment extended the automatic redemption date and reduced the annual distribution rate for 270,000 of the Aspen preferred OP units (the “Extended Units”). Subject to certain limitations, at any time prior to January 1, 2024 (or prior to January 1, 2034 with respect to the Extended Units), the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred OP unit into: (a) if the average closing price of our common stock for the preceding ten trading days is $68.00 per share or less, 0.397 common OP units; or (b) if the ten-day average closing price is greater than $68.00 per share, the number of common OP units is determined by dividing (i) the sum of (A) $27.00 plus (B) 25 percent of the amount by which the ten-day average closing price exceeds $68.00 per share, by (ii) the ten-day average closing price. The current preferred distribution rate is 3.8 percent on the Extended Units and 6.5 percent on all other Aspen preferred OP units. On January 2, 2024 (or January 2, 2034 with respect to the Extended Units), we are required to redeem for cash all Aspen preferred OP units that have not been converted to common OP units. As of December 31, 2020, 270,000 of Extended Units and 1,013,819 other Aspen preferred units were outstanding.
Lines of Credit and Other Debt
Credit Agreement - In May 2019, we amended and restated our credit agreement with Citibank, N.A. (“Citibank”) and certain other lenders. Pursuant to the credit agreement, we entered into an unsecured senior credit facility with Citibank and certain lenders in the amount of$750.0 million, comprised of a $650.0 million revolving loan, with the ability to use up to $100.0 million for advances in Australian dollars, and a $100.0 million term loan (the “A&R Facility”). The A&R Credit Agreement has a four-year term ending May 21, 2023, which can be extended for two additional six-month periods, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit agreement also provides for additional commitments in an amount not to exceed $350.0 million. The funding of these additional commitments is subject to certain conditions, including obtaining the consent of the lenders, some of which are outside of our control. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $1.1 billion.
The A&R Facility bears interest at a floating rate based on the Eurodollar rate or Bank Bill Swap Bid Rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement, which margin can range from 1.20 percent to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of December 31, 2020, the margin based on our leverage ratio was 1.20 percent on the revolving loan and 1.20 percent on the term loan. We had $40.4 million and no borrowings on the revolving loan and the term loan, respectively, as of December 31, 2020. We had $123.6 million of borrowings on the revolving loan and no borrowings on the term loan, as of December 31, 2019.
The A&R Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under our line of credit with Citibank, but does reduce the borrowing amount available. At December 31, 2020 and December 31, 2019, we had approximately $2.1 million and $2.8 million of outstanding letters of credit, respectively.
Safe Harbor Facility - On October 30, 2020, in relation to the acquisition of Safe Harbor, we indirectly assumed approximately $829.0 million of Safe Harbor’s debt owed to Citizens Bank N.A. (“Citizens”). On December 22, 2020, this facility was amended to, among other things, (a) increase the size of the revolving commitments available to Safe Harbor from $500 million to $1.3 billion, subject to borrowing base availability, (b) modify certain provisions relating to the determination of the borrowing base, (c) increase the cap on the incremental borrowing capacity from $350.0 million to $500.0 million, which allows Safe Harbor to request an increase to the revolving commitments and / or to establish additional term loans subject to the higher cap and the satisfaction of certain conditions, and (d) modify certain financial covenants. The revolving loan and term loan under the Safe Harbor facility both expire on October 11, 2024. The term loan component of the Safe Harbor facility can be extended for two additional 12-month periods, subject to the satisfaction of certain conditions set forth in the credit agreement. The revolving commitments do not have an extension option.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Safe Harbor facility bears interest at a floating rate based on an adjusted LIBOR rate or a base rate, plus a margin that is determined based on Safe Harbor’s ratio of consolidated funded debt to total asset value, calculated in accordance with the credit agreement, which margin can range from 1.375 percent to 2.250 percent for adjusted LIBOR rate loans and 0.375 percent to 1.250 percent for base rate loans. As of December 31, 2020, based on Safe Harbor’s ratio of consolidated funded debt to total asset value, the margin was 2.000 percent on any adjusted LIBOR rate loans and 1.000 percent on any base rate loans. The Safe Harbor facility is secured by the personal property of Safe Harbor and certain related entities and subsidiaries and a pledge of the equity interests in certain subsidiaries of Safe Harbor and related entities and subsidiaries, subject to customary exceptions. At the lenders’ option, the Safe Harbor facility will become immediately due and payable upon an event of default that is continuing under the credit agreement. Safe Harbor had $652.0 million and $500.0 million of borrowings under the revolving loan and term loan respectively, as of December 31, 2020.
The Safe Harbor facility provides Safe Harbor with the ability to issue letters of credit. Its issuance of letters of credit does not increase its borrowings outstanding under its line of credit with Citizens, but does reduce the borrowing amount available. At December 31, 2020, Safe Harbor had approximately $0.3 million of outstanding letters of credit.
Floor Plan - We have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us at least a 12-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 5.0 percent. At December 31, 2020, the effective interest rate was 6.0 percent. The outstanding balance was $4.8 million as of December 31, 2020 and $3.3 million as of December 31, 2019. These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.
Other - In October 2019, we assumed a term loan facility with Citibank, in the amount of $58.0 million in relation to an acquisition. The term loan has a four-year term ending October 29, 2023, and bears interest at a floating rate based on the Eurodollar rate or Prime rate plus a margin ranging from 1.20 percent to 2.05 percent. As of December 31, 2020, the margin based on our leverage ratio was 1.20 percent. The outstanding balance was $45.0 million at December 31, 2020 and $57.0 million at December 31, 2019, respectively. These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.
Covenants
The Collateralized term loans and Lines of credit are subject to various financial and other covenants. The most restrictive covenants are pursuant to (a) the terms of the A&R Facility, which contains minimum fixed charge coverage ratio and net worth requirements, and maximum leverage, distribution ratios and variable rate indebtedness covenants, and (b) the terms of the Safe Harbor facility, which contains a minimum fixed charge coverage ratio pre-distribution, a minimum fixed charge coverage ratio post-distribution, a minimum borrowing base coverage ratio, and a maximum leverage ratio. At December 31, 2020, we were in compliance with all covenants.
In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries’ assets and credit are not available to satisfy our debts and other obligations, any of our other subsidiaries or any other person or entity.
Long-term Debt Maturities
As of December 31, 2020, the total of maturities and amortization of our debt (excluding premiums and discounts) and lines of credit during the next five years were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Maturities and Amortization By Year |
| Total Due | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Thereafter |
Mortgage loans payable | | | | | | | | | | | | | |
Maturities | $ | 2,461,838 | | | $ | 0 | | | $ | 82,155 | | | $ | 185,618 | | | $ | 315,330 | | | $ | 50,528 | | | $ | 1,828,207 | |
Principal amortization | 997,023 | | | 59,585 | | | 61,364 | | | 60,739 | | | 57,293 | | | 53,879 | | | 704,163 | |
| | | | | | | | | | | | | |
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 | | | 0 | | | 0 | | | 0 | | | 33,428 | | | 1,821 | | | 0 | |
Preferred OP units - mandatorily redeemable | 34,663 | | | 0 | | | 0 | | | 0 | | | 27,373 | | | 0 | | | 7,290 | |
Lines of credit and other debt | 1,242,197 | | | 10,000 | | | 14,794 | | | 65,403 | | | 1,152,000 | | | 0 | | | 0 | |
Total | $ | 4,770,970 | | | $ | 69,585 | | | $ | 158,313 | | | $ | 311,760 | | | $ | 1,585,424 | | | $ | 106,228 | | | $ | 2,539,660 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Off-Balance Sheet Arrangements - Nonconsolidated Affiliate Indebtedness
GTSC - During September 2019, GTSC, a nonconsolidated affiliate in which we have a 40 percent ownership interest, entered into a warehouse line of credit with a maximum loan amount of $125.0 million. During September 2020, the maximum amount was increased to $180.0 million. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by GTSC was $167.7 million (of which our proportionate share is $67.1 million). The debt bears interest at a variable rate based on LIBOR plus 1.65 percent per annum and matures on September 15, 2023. As of December 31, 2019, the aggregate carrying amount of debt, including both our and our partner’s share, incurred by GTSC was approximately $123.4 million (of which our proportionate share is approximately $49.4 million).
Sungenia JV - During May 2020, Sungenia JV, a nonconsolidated affiliate in which we have a 50 percent ownership interest, entered into a debt facility agreement with a maximum loan amount of $27.0 million Australian dollars, or $20.8 million converted at the December 31, 2020 exchange rate. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by Sungenia JV was $6.7 million (of which our proportionate share is $3.3 million). The debt bears interest at a variable rate based on Australian Bank Bill Swap Bid Rate (BBSY) plus 2.05 percent per annum and is available for a minimum of three years.
9. Equity and Temporary Equity
Public Equity Offerings
On September 30, 2020, we entered into two forward sale agreements (the “Forward Sale Agreements”) relating to an underwritten registered public offering of 9,200,000 shares of our common stock at a public offering price of $139.50 per share. The offering closed on October 5, 2020. We did not initially receive any proceeds from the sale of shares of our common stock in the offering. On October 26, 2020, we physically settled the Forward Sale Agreements (by the delivery of shares of our common stock). Proceeds from the offering were approximately $1.2 billion after deducting expenses related to the offering. We used the net proceeds of this offering to fund the cash portion of the acquisition of Safe Harbor, and for working capital and general corporate purposes.
In May 2020, we closed an underwritten registered public offering of 4,968,000 shares of common stock. Proceeds from the offering were $633.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.
In May 2019, we closed an underwritten registered public offering of 3,737,500 shares of common stock. Proceeds from the offering were $452.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.
At the Market Offering Sales Agreement
In July 2017, we entered into an at the market offering sales agreement (the “Sales Agreement”) with certain sales agents (collectively, the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of up to $450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold under the Sales Agreement. Through December 31, 2020, we have sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement.
There were no issuances of common stock under the Sales Agreement during the years ended December 31, 2020 and 2019. Issuances of common stock under the Sales Agreement during year ended December 31, 2018 were as shown in the table below:
| | | | | | | | | | | | | | | | | | | | |
Quarter Ended | | Common Stock Issued | | Weighted Average Sales Price | | Net Proceeds (in Millions) |
| | | | | | |
September 30, 2018 | | 398,516 | | | $ | 100.19 | | | $ | 39.4 | |
June 30, 2018 | | 1,008,699 | | | $ | 92.98 | | | $ | 92.6 | |
| | | | | | |
Issuances of Common Stock and Common OP Units
In December 2020, in connection with the acquisition of Safe Harbor Rybovich, we issued 130,475 Common OP units.
In October 2020, in connection with the acquisition of Safe Harbor, we issued 55,403 Common OP units.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In May 2020, in connection with the acquisition of the Forest Springs community, we issued 82,420 Common OP units.
In October 2019, in connection with the acquisition of the Jensen Portfolio, we issued 1,972,876 shares of common stock, net of fractional shares paid in cash.
Equity Interests - SHM South Fork JV, LLC
In October 2020, in conjunction with the acquisition of Safe Harbor, we indirectly acquired $4.3 million of Safe Harbor’s equity interest in SHM South Fork JV, LLC, a joint venture created for the purpose of acquiring land and constructing a marina in Fort Lauderdale, Florida. The Safe Harbor Equity Interests - SHM South Fork JV, LLC balance was $4.3 million of at December 31, 2020. Refer to Note 7, “Consolidated Variable Interest Entities,” for additional information.
Issuance of Series E Preferred OP Units
In January 2020, we issued 90,000 Series E preferred OP units in connection with the acquisition of Cape Cod RV Resort. The Series E preferred OP units have a stated issuance price of $100.00 per OP unit and carry a preferred return of 5.25 percent until the second anniversary of the issuance date. Commencing with the second anniversary of the issuance date, the Series E Preferred OP Units carry a preferred return of 5.50 percent. Commencing the first anniversary of the issuance date, subject to certain limitations, each Series E Preferred OP Unit can be exchanged for our common stock equal to the quotient obtained by dividing $100.00 by $145.00 (as such ratio is subject to adjustments for certain capital events). As of December 31, 2020, 90,000 Series E preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.
Temporary Equity
Issuance of Series I Preferred OP Units - In December 2020, we issued 922,000 Series I preferred OP units in connection with the acquisition of the Safe Harbor Rybovich portfolio. The Series I preferred OP units have a stated issuance price of $100.00 per OP unit and carry a preferred return of 3.0 percent. Subject to certain limitations, at any time after the Series I issuance date, each Series I preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $100.00 by $164.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after the fifth anniversary of the Series I issuance date or upon the holder’s death. As of December 31, 2020, 922,000 Series I preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.
Issuance of Series H Preferred OP Units - In October 2020, we issued 581,407 Series H preferred OP units in connection with the acquisition of Safe Harbor. The Series H preferred OP units have a stated issuance price of $100.00 per OP unit and carry a preferred return of 3.0 percent. Subject to certain limitations, at any time after the Series H issuance date, each Series H preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $100.00 by $164.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after the fifth anniversary of the Series H issuance date or upon the holder’s death. As of December 31, 2020, 581,407 Series H preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.
Equity Interests - FPG Sun Menifee 80 LLC - In October 2020, in connection with investment in land for future development in the city of Menifee in California, at the property known as FPG Sun Menifee 80, LLC, Foremost Pacific Group, LLC, “FPG,” purchased $0.1 million of common equity interest in the land (referred to as “Equity Interests - FPG Sun Menifee 80 LLC). The Equity Interests - FPG Sun Menifee 80 LLC do not have a fixed maturity date. Upon the occurrence of certain events, either FPG or Sun FPG Venture LLC, our subsidiary, can trigger a process under which we may be required to purchase the Equity Interests - FPG Sun Menifee 80 LLC from FPG. The Equity Interests - FPG Sun Menifee 80 LLC balance was $0.1 million at December 31, 2020. Refer to Note 7, “Consolidated Variable Interest Entities,” for additional information.
Issuance of Series G Preferred OP Units - In September 2020, we issued 260,710 Series G preferred OP units in connection with the acquisition of El Capitan & Ocean Mesa Resorts. The Series G preferred OP units have a stated issuance price of $100.00 per OP unit and carry a preferred return of 3.2 percent. Subject to certain limitations, at any time after the Series G issuance date, each Series G preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $100.00 by $155.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after the fifth anniversary of the Series G issuance date or upon the holder’s death. As of December 31, 2020, 240,710 Series G preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Issuance of Series F Preferred OP Units - In May 2020, we issued 90,000 Series F preferred OP units in connection with the acquisition of Forest Springs. The Series F preferred OP units have a stated issuance price of $100.00 per OP unit and carry a preferred return of 3.0 percent. Subject to certain limitations, at any time after the Series F issuance date, each Series F preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $100.00 by $160.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after the fifth anniversary of the Series F issuance date or upon the holder’s death. As of December 31, 2020, 90,000 Series F preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.
Equity Interests - NG Sun Whitewater LLC - In August 2019, in connection with the investment in land at the property known as Whitewater, NG Sun Whitewater LLC purchased $2.4 million of common equity interest in Sun NG Whitewater RV Resorts LLC (referred to as “Equity Interests - NG Sun Whitewater LLC”). The Equity Interests - NG Sun Whitewater LLC do not have a fixed maturity date. Upon the occurrence of certain events, either NG Sun Whitewater LLC or Sun NG LLC, our subsidiary, can trigger a process under which we may be required to purchase the Equity Interests - NG Sun Whitewater LLC from NG Sun Whitewater LLC. The Equity Interests - NG Sun Whitewater LLC balance was $1.1 million and $3.9 million at December 31, 2020 and December 31, 2019. Refer to Note 7, “Consolidated Variable Interest Entities,” for additional information.
Issuance of Series D Preferred OP Units - In February 2019, we issued 488,958 Series D Preferred OP units in connection with the acquisition of Country Village Estates. The Series D preferred OP units have a stated issuance price of $100.00 per OP Unit and carry a preferred return of 3.75 percent until the second anniversary of the issuance date. Commencing with the second anniversary of the issuance date, the Series D Preferred OP Units carry a preferred return of 4.0 percent. Commencing with the first anniversary of the issuance date, each Series D Preferred OP Unit can be exchanged for our common stock equal to the quotient obtained by dividing $100.00 by $125.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. The holders may require redemption in cash after the fifth anniversary of the Series D issuance date or upon the holder’s death. As of December 31, 2020, 488,958 Series D preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.
Equity Interests - NG Sun LLC - In June 2018, in connection with the investment in Sun NG Resorts, unrelated third parties purchased $6.5 million of Series B preferred equity interests and $15.4 million of common equity interest in Sun NG Resorts (herein jointly referred to as “Equity Interest - NG Sun LLC”). In April and September 2020, in connection with the acquisitions of Glen Ellis RV Park and Lone Star RV Park, $3.0 million of Series B preferred equity interests were converted to common equity interests. The Series B preferred equity interests carry a preferred return at a rate that, at any time, is equal to the interest rate on Sun NG Resorts’ indebtedness at such time. The current rate of return is 5.0 percent. The Equity Interests - NG Sun LLC do not have a fixed maturity date and can be redeemed in the fourth quarters of 2024, 2025 and 2026 at the holders’ option. Sun NG LLC, our subsidiary, has the right during certain periods each year, with or without cause, or for cause at any time, to elect to buy NG Sun LLC’s interest. During a limited period in 2022, NG Sun LLC has the right to put its interest to Sun NG LLC. If either party exercises their option, the property management agreement will be terminated, and we are required to purchase the remaining interests of NG Sun LLC and the property management agreement at fair value. Refer to Note 7, “Consolidated Variable Interest Entities,” and Note 8, “Debt and Lines of Credit,” for additional information.
Series A-4 Preferred OP Units - On December 13, 2019, all outstanding shares of our 6.5 percent Series A-4 Cumulative Convertible Preferred Stock, and all of the Operating Partnership’s Series A-4 Preferred OP Units were converted into common stock and common OP units, respectively. All 1,031,747 shares of Series A-4 preferred stock were converted into 458,541 shares of common stock (net of fractional shares paid in cash). All 405,656 Series A-4 preferred OP units were converted into 180,277 common OP units (net of fractional units paid in cash). The Series A-4 preferred shares and units were issued to the sellers of the American Land Lease portfolio which we acquired in 2014 and 2015.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Conversions
Conversions to Common Stock - Subject to certain limitations, holders can convert certain series of stock and OP units to shares of our common stock at any time. Below is the activity of conversions during the years ended December 31, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Year Ended |
| | | | December 31, 2020 | | December 31, 2019 |
Series | | Conversion Rate | | Units / Shares Converted | Common Stock(1) | | Units / Shares Converted | Common Stock(1) |
Common OP unit | | 1.0000 | | | 81,845 | | 81,845 | | | 485,629 | | 485,629 | |
Series A-1 preferred OP unit | | 2.4390 | | | 14,500 | | 35,359 | | | 22,707 | | 55,370 | |
Series A-4 preferred OP unit | | 0.4444 | | | 0 | | 0 | | | 4,708 | | 2,092 | |
Series A-4 preferred stock | | 0.4444 | | | 0 | | 0 | | | 1,062,789 | | 472,366 | |
Series C preferred OP unit | | 1.1100 | | | 4,121 | | 4,573 | | | 4,014 | | 4,455 | |
(1)Calculation may yield minor differences due to fractional shares paid in cash to the stockholder at conversion.
Conversions to Common OP Units - Subject to certain limitations, holders can convert certain series of preferred OP units to common OP units. There were no such conversions in 2020. Below is the activity of such conversions during 2019:
| | | | | | | | | | | |
| | Year Ended |
| | December 31, 2019 |
Series | | Units / Shares | Common OP Units |
Series A-4 preferred OP units | | 405,656 | | 180,277 | |
Redemption OP Units - Subject to certain limitations, holders can redeem certain series OP units for cash, provided that the requirements are met. On November 4, 2020, 20,000 Series G preferred OP units were redeemed for a net cash payment of $2.0 million, inclusive of all distributions on the redeemed units that were accrued and unpaid as of the redemption date, in accordance with the terms and conditions set for in the redemption agreement. There was no redemption of series OP units during 2019.
Distributions
Distributions declared for the quarter ended December 31, 2020 were as follows:
| | | | | | | | | | | | | | | | | |
Distribution | | Record Date | Payment Date | Distribution Per Share | Total Distribution (in Thousands) |
Common Stock, Common OP units and Restricted Stock | | 12/31/2020 | 1/15/2021 | $ | 0.79 | | $ | 87,084 | |
| | | | | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. Share-Based Compensation
As of December 31, 2020, we had two share-based compensation plans; the Sun Communities, Inc. 2015 Equity Incentive Plan (“2015 Equity Incentive Plan”) and the First Amended and Restated 2004 Non-Employee Director Option Plan (“2004 Non-Employee Director Option Plan”). We believe granting equity awards will provide certain executives, key employees and directors additional incentives to promote our financial success and promote employee and director retention by providing an opportunity to acquire or increase the direct proprietary interest of those individuals in our operations and future.
Restricted Stock
The majority of our share-based compensation is awarded as service vesting restricted stock grants to executives and key employees. We have also awarded restricted stock to our non-employee directors. We measure the fair value associated with these awards using the closing price of our common stock as of the grant date to calculate compensation cost. Employee awards typically vest over several years and are subject to continued employment by the employee. Award recipients receive distribution payments on unvested shares of restricted stock.
2015 Equity Incentive Plan
At the Annual Meeting of Stockholders held on July 20, 2015, the stockholders approved the 2015 Equity Plan. The 2015 Equity Plan had been adopted by the Board and was effective upon approval by our stockholders. The maximum number of shares of common stock that may be issued under the 2015 Equity Plan is 1,750,000 shares of our common stock, with 729,011 as of December 31, 2020 shares remaining for future issuance.
2004 Non-Employee Director Option Plan
The director plan was approved by our stockholders at the Annual Meeting of Stockholders held on July 19, 2012. The director plan amended and restated in its entirety our 2004 Non-Employee Director Stock Option Plan. At the Annual Meeting of the Stockholders held on May 17, 2018, the stockholders approved the First Amendment to Sun Communities, Inc. First Amended and Restated 2004 Non-Employee Director Option Plan to increase the number of authorized shares under the plan by 200,000 shares.
The types of awards that may be granted under the director plan are options, restricted stock and OP units. Only non-employee directors are eligible to participate in the director plan. The maximum number of options, restricted stock and OP units that may be issued under the Director Plan is 375,000 shares, with 181,574 as of December 31, 2020 shares remaining for future issuance.
During the years ended December 31, 2020 and 2019, shares were granted as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grant Period | | Type | | Plan | | Shares Granted | | Grant Date Fair Value Per Share | | Vesting Type | | Vesting Anniversary | | Percentage |
2020 | | Key Employees | | 2015 Equity Incentive Plan | | 13,873 | | | $ | 140.39 | | (1) | Time Based | | 20.0% annually over 5 years |
2020 | | Executive Officers | | 2015 Equity Incentive Plan | | 69,368 | | | $ | 137.63 | | (1) | Time Based | | 20.0% annually over 5 years |
2020 | | Key Employees | | 2015 Equity Incentive Plan | | 1,500 | | | $ | 143.20 | | (1) | Time Based | | 20.0% annually over 5 years |
2020 | | Key Employees | | 2015 Equity Incentive Plan | | 51,790 | | | $ | 162.42 | | (1) | Time Based | | 20.0% annually over 5 years |
2020 | | Executive Officers | | 2015 Equity Incentive Plan | | 46,000 | | | $ | 165.97 | | (1) | Time Based | | 20.0% annually over 5 years |
2020 | | Executive Officers | | 2015 Equity Incentive Plan | | 69,000 | | (2) | $ | 125.47 | | (2) | Market Condition | | 3rd | | 100.0 | % |
2020 | | Directors | | 2004 Non-Employee Director Option Plan | | 10,200 | | | $ | 147.97 | | (1) | Time Based | | 3rd | | 100.0 | % |
2019 | | Executive Officers | | 2015 Equity Incentive Plan | | 44,000 | | | $ | 115.39 | | (1) | Time Based | | 20.0% annually over 5 years |
2019 | | Executive Officers | | 2015 Equity Incentive Plan | | 66,000 | | (3) | $ | 115.39 | | (3) | Market Condition | | 3rd | | 100.0 | % |
2019 | | Directors | | 2004 Non-Employee Director Option Plan | | 18,000 | | | $ | 113.68 | | (1) | Time Based | | 3rd | | 100.0 | % |
2019 | | Key Employees | | 2015 Equity Incentive Plan | | 55,770 | | | $ | 120.01 | | (1) | Time Based | | 20.0% annually over 5 years |
2019 | | Key Employees | | 2015 Equity Incentive Plan | | 6,000 | | | $ | 142.03 | | (1) | Time Based | | 20.0% annually over 5 years |
(1)The fair values of the grants were determined by using the average closing price of our common stock on the dates the shares were issued.
(2)Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. At the grant date our common stock price was $165.97. Based on the Monte Carlo simulation we expect 75.6 percent of the 69,000 shares to vest.
(3)Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. At the grant date our common stock price was $115.39. Based on the Monte Carlo simulation we expect 75.1 percent of the 66,000 shares to vest.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes our restricted stock activity for the years ended December 31, 2020, 2019, and 2018:
| | | | | | | | | | | |
| Number of Shares | | Weighted Average Grant Date Fair Value |
Unvested restricted shares at January 1, 2018 | 859,853 | | | $ | 64.25 | |
Granted | 233,400 | | | $ | 87.12 | |
Vested | (214,111) | | | $ | 54.69 | |
Forfeited | (8,025) | | | $ | 72.16 | |
Unvested restricted shares at December 31, 2018 | 871,117 | | | $ | 72.65 | |
Granted | 190,020 | | | $ | 117.47 | |
Vested | (237,406) | | | $ | 64.46 | |
Forfeited | (10,690) | | | $ | 79.58 | |
Unvested restricted shares at December 31, 2019 | 813,041 | | | $ | 85.43 | |
Granted | 261,731 | | | $ | 155.57 | |
Vested | (258,280) | | | $ | 73.47 | |
Forfeited | (5,678) | | | $ | 111.04 | |
Unvested restricted shares at December 31, 2020 | 810,814 | | | $ | 111.70 | |
Total compensation cost recognized for restricted stock was $22.7 million, $17.5 million, and $15.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. The total fair value of shares vested was $19.0 million, $15.3 million, and $11.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.
The remaining share-based compensation cost, net related to our unvested restricted shares outstanding as of December 31, 2020 is approximately $52.6 million. The following table summarizes our expected share-based compensation cost, net related to our unvested restricted shares, in thousands:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2022 | | 2023 | | Thereafter |
Expected share-based compensation costs, net | $ | 19.8 | | | $ | 15.7 | | | $ | 8.8 | | | $ | 8.3 | |
11. Segment Reporting
We group our operating segments into reportable segments that provide similar products and services. Each operating segment has discrete financial information evaluated regularly by our chief operating decision maker in evaluating and assessing performance. We have two reportable segments: (a) Real Property Operations and (b) Home Sales and Rentals. The Real Property Operations segment owns, operates, has an interest in a portfolio, and develops MH communities, RV resorts and marinas, and is in the business of acquiring, operating, and expanding MH, RV and marina properties. The Home Sales and Rentals segment offers manufactured home sales and leasing services to tenants and prospective tenants of our communities.
Transactions between our segments are eliminated in consolidation. Transient RV revenue is included in the Real Property Operations segment revenues and is approximately $134.7 million and $121.5 million for the year ended December 31, 2020 and 2019, respectively. In 2020, transient RV revenue was recognized 18.8 percent in the first quarter, 15.6 percent in the second quarter, 44.9 percent in the third quarter, and 20.7 percent in the fourth quarter. In 2019, transient RV revenue was recognized 20.1 percent in the first quarter, 23.2 percent in the second quarter, 40.3 percent in the third quarter, and 16.4 percent in the fourth quarter.
Refer to Note 20, “Subsequent Events,” for information regarding segment activity after December 31, 2020.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A presentation of our segment financial information is summarized as follows (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Revenues | $ | 1,132,653 | | | $ | 238,345 | | | $ | 1,370,998 | | | $ | 992,545 | | | $ | 239,508 | | | $ | 1,232,053 | | | $ | 880,080 | | | $ | 219,688 | | | $ | 1,099,768 | |
Operating expenses / Cost of sales | 444,805 | | | 154,070 | | | 598,875 | | | 375,690 | | | 156,352 | | | 532,042 | | | 330,695 | | | 146,637 | | | 477,332 | |
Net operating income / Gross profit | 687,848 | | | 84,275 | | | 772,123 | | | 616,855 | | | 83,156 | | | 700,011 | | | 549,385 | | | 73,051 | | | 622,436 | |
Adjustments to arrive at net income / (loss) | | | | | | | | | | | | | | | | | |
Interest income | 10,119 | | | 0 | | | 10,119 | | | 17,857 | | | 0 | | | 17,857 | | | 20,852 | | | 0 | | | 20,852 | |
Brokerage commissions and other revenues, net | 17,230 | | | 0 | | | 17,230 | | | 14,127 | | | 0 | | | 14,127 | | | 6,205 | | | 0 | | | 6,205 | |
Home selling expenses | 0 | | | (15,134) | | | (15,134) | | | 0 | | | (14,690) | | | (14,690) | | | 0 | | | (15,722) | | | (15,722) | |
General and administrative expenses | (98,328) | | | (12,960) | | | (111,288) | | | (82,320) | | | (11,644) | | | (93,964) | | | (70,512) | | | (10,917) | | | (81,429) | |
Catastrophic weather-related charges, net | (885) | | | 0 | | | (885) | | | (1,729) | | | (8) | | | (1,737) | | | 140 | | | (232) | | | (92) | |
Business combination expense | (23,008) | | | 0 | | | (23,008) | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Depreciation and amortization | (289,374) | | | (87,502) | | | (376,876) | | | (250,686) | | | (77,381) | | | (328,067) | | | (218,617) | | | (68,645) | | | (287,262) | |
Loss on extinguishment of debt (see Note 8) | (5,209) | | | 0 | | | (5,209) | | | (16,505) | | | 0 | | | (16,505) | | | (1,190) | | | 0 | | | (1,190) | |
Interest expense | (128,902) | | | (169) | | | (129,071) | | | (133,125) | | | (28) | | | (133,153) | | | (130,535) | | | (21) | | | (130,556) | |
Interest on mandatorily redeemable preferred OP units / equity | (4,177) | | | 0 | | | (4,177) | | | (4,698) | | | 0 | | | (4,698) | | | (3,694) | | | 0 | | | (3,694) | |
Gain / (loss) on remeasurement of marketable securities | 6,129 | | | 0 | | | 6,129 | | | 34,240 | | | 0 | | | 34,240 | | | (3,639) | | | 0 | | | (3,639) | |
Gain / (loss) on foreign currency translation | 8,030 | | | 9 | | | 8,039 | | | 4,552 | | | 5 | | | 4,557 | | | (8,228) | | | (6) | | | (8,234) | |
Gain on disposition of property | 5,595 | | | 0 | | | 5,595 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Other income / (expense), net | (3,770) | | | 2 | | | (3,768) | | | (948) | | | (152) | | | (1,100) | | | 1,814 | | | (33) | | | 1,781 | |
Loss on remeasurement of notes receivable | (3,275) | | | 0 | | | (3,275) | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Income from nonconsolidated affiliates (see Note 6) | 0 | | | 1,740 | | | 1,740 | | | 0 | | | 1,374 | | | 1,374 | | | 0 | | | 790 | | | 790 | |
Loss on remeasurement of investment in nonconsolidated affiliate | 0 | | | (1,608) | | | (1,608) | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
Current tax expense | (119) | | | (671) | | | (790) | | | (746) | | | (349) | | | (1,095) | | | (372) | | | (223) | | | (595) | |
Deferred tax benefit (see Note 12) | 949 | | | 616 | | | 1,565 | | | 222 | | | 0 | | | 222 | | | 507 | | | 0 | | | 507 | |
Net Income / (Loss) | 178,853 | | | (31,402) | | | 147,451 | | | 197,096 | | | (19,717) | | | 177,379 | | | 142,116 | | | (21,958) | | | 120,158 | |
Less: Preferred return to preferred OP units / equity | 6,935 | | | 0 | | | 6,935 | | | 6,058 | | | 0 | | | 6,058 | | | 4,486 | | | 0 | | | 4,486 | |
Less: Income / (Loss) attributable to noncontrolling interests | 10,216 | | | (1,314) | | | 8,902 | | | 10,659 | | | (891) | | | 9,768 | | | 9,512 | | | (1,069) | | | 8,443 | |
Net Income / (Loss) Attributable to Sun Communities, Inc. | 161,702 | | | (30,088) | | | 131,614 | | | 180,379 | | | (18,826) | | | 161,553 | | | 128,118 | | | (20,889) | | | 107,229 | |
Less: Preferred stock distribution | 0 | | | 0 | | | 0 | | | 1,288 | | | 0 | | | 1,288 | | | 1,736 | | | 0 | | | 1,736 | |
| | | | | | | | | | | | | | | | | |
Net Income / (Loss) Attributable to Sun Communities, Inc. Common Stockholders | $ | 161,702 | | | $ | (30,088) | | | $ | 131,614 | | | $ | 179,091 | | | $ | (18,826) | | | $ | 160,265 | | | $ | 126,382 | | | $ | (20,889) | | | $ | 105,493 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2020 | | December 31, 2019 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Identifiable assets | | | | | | | | | | | |
Investment property, net | $ | 8,982,383 | | | $ | 733,408 | | | $ | 9,715,791 | | | $ | 6,651,275 | | | $ | 581,345 | | | $ | 7,232,620 | |
Cash, cash equivalents and restricted cash | (2,008) | | | 100,302 | | | 98,294 | | | (8,346) | | | 43,176 | | | 34,830 | |
Marketable securities | 124,726 | | | 0 | | | 124,726 | | | 94,727 | | | 0 | | | 94,727 | |
Inventory of manufactured homes | 0 | | | 46,643 | | | 46,643 | | | 0 | | | 62,061 | | | 62,061 | |
Notes and other receivables, net | 156,880 | | | 64,770 | | | 221,650 | | | 142,509 | | | 15,417 | | | 157,926 | |
Goodwill | 358,950 | | | 69,883 | | | 428,833 | | | 0 | | | 0 | | | 0 | |
Other intangible assets, net | 298,695 | | | 6,916 | | | 305,611 | | | 66,944 | | | 4 | | | 66,948 | |
Other assets, net | 172,348 | | | 92,690 | | | 265,038 | | | 100,861 | | | 52,087 | | | 152,948 | |
Total assets | $ | 10,091,974 | | | $ | 1,114,612 | | | $ | 11,206,586 | | | $ | 7,047,970 | | | $ | 754,090 | | | $ | 7,802,060 | |
12. Income Taxes
We have elected to be taxed as a REIT pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended (“Code”). In order for us to qualify as a REIT, at least 95.0 percent of our gross income in any year must be derived from qualifying sources. In addition, a REIT must distribute annually at least 90.0 percent of its REIT taxable income (calculated without any deduction for dividends paid and excluding capital gain) to its stockholders and meet other tests.
Qualification as a REIT involves the satisfaction of numerous requirements (on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the area of REIT taxation, which requires us to continually monitor our tax status. We analyzed the various REIT tests and confirmed that we continued to qualify as a REIT for the year ended December 31, 2020.
As a REIT, we generally will not be subject to United States (“U.S.”) federal income taxes at the corporate level on the ordinary taxable income we distribute to our stockholders as dividends. If we fail to qualify as a REIT in any taxable year, our taxable income could be subject to U.S. federal income tax at regular corporate rates. Even if we qualify as a REIT, we may be subject to certain state and local income taxes as well as U.S. federal income and excise taxes on our undistributed income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state, and local income taxes. We are also subject to local income taxes in Canada as a result of the acquisition in 2016 of certain properties located in Canada. We do not provide for withholding taxes on our undistributed earnings from our Canadian subsidiaries as they are reinvested and will continue to be reinvested indefinitely outside of the U.S. However, we are subject to Australian withholding taxes on distributions from our investment in Ingenia Communities Group.
For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, and return of capital. For the years ended December 31, 2020, 2019, and 2018, distributions paid per share were taxable as follows (unaudited / rounded):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended |
| | | | | |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
| Amount | | Percentage | | Amount | | Percentage | | Amount | | Percentage |
Ordinary income(1) | $ | 2.14 | | | 68.54 | % | | $ | 1.66 | | | 56.0 | % | | $ | 1.58 | | | 56.4 | % |
Capital gain | 0.06 | | | 1.92 | % | | 0 | | | 0 | % | | 0.13 | | | 4.8 | % |
Return of capital | 0.92 | | | 29.54 | % | | 1.30 | | | 44.0 | % | | 1.09 | | | 38.8 | % |
Total distributions declared | $ | 3.12 | | | 100.0 | % | | $ | 2.96 | | | 100.0 | % | | $ | 2.80 | | | 100.0 | % |
(1)99.0364 percent of the ordinary taxable dividend qualifies as Section 199A dividend for 2020 and 0.9636 percent percent of the ordinary taxable dividend qualifies as a Qualified Dividend for 2020.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of our provision / (benefit) for income taxes attributable to continuing operations for the year ended December 31, 2020 and 2019 are as follows (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Federal | | | | | | |
Current | | $ | (835) | | | $ | (3) | | | $ | (102) | |
Deferred | | (613) | | | 0 | | | 0 | |
State and Local | | | | | | |
Current | | 1,539 | | | 919 | | | 701 | |
Deferred | | (2) | | | 0 | | | 11 | |
Foreign | | | | | | |
Current | | 85 | | | 179 | | | (4) | |
Deferred | | (949) | | | (222) | | | (518) | |
| | | | | | |
Total provision / (benefit) | | $ | (775) | | | $ | 873 | | | $ | 88 | |
A reconciliation of the provision / (benefit) for income taxes with the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the year ended December 31, 2020 and 2019 is as follows (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Pre-tax income attributable to taxable subsidiaries | | $ | 8,393 | | | | | $ | (4,122) | | | | | $ | (7,299) | | | |
| | | | | | | | | | | | |
Federal benefit at statutory tax rate | | (1,763) | | | 21.0 | % | | (866) | | | 21.0 | % | | (1,534) | | | 21.0 | % |
State and local taxes, net of federal benefit | | 721 | | | (8.6) | % | | 42 | | | (1.0) | % | | 0 | | | 0 | % |
| | | | | | | | | | | | |
Rate differential | | (236) | | | 2.8 | % | | (73) | | | 1.8 | % | | (112) | | | 1.5 | % |
Change in valuation allowance | | 1,326 | | | (15.8) | % | | 526 | | | (12.7) | % | | 2,885 | | | (39.5) | % |
| | | | | | | | | | | | |
Others | | (1,638) | | | 19.5 | % | | 692 | | | (16.8) | % | | (1,576) | | | 21.6 | % |
Tax provision / (benefit) - taxable subsidiaries | | (1,590) | | | 18.9 | % | | 321 | | | (7.7) | % | | (337) | | | 4.6 | % |
Other state taxes - flow through subsidiaries | | 815 | | | | | 552 | | | | | 425 | | | |
Total provision / (benefit) | | $ | (775) | | | | | $ | 873 | | | | | $ | 88 | | | |
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 basis 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 and basis differences between tax and GAAP. Our deferred tax assets that have a full valuation allowance relate to our taxable REIT subsidiaries.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The deferred tax assets and liabilities included in the Consolidated Balance Sheets are comprised of the following tax effects of temporary differences and based on the (amounts in thousands):
| | | | | | | | | | | | | | | | | |
| As of |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Deferred Tax Assets | | | | | |
NOL carryforwards | $ | 19,504 | | | $ | 18,009 | | | $ | 18,071 | |
Depreciation and basis differences | 32,968 | | | 28,787 | | | 28,140 | |
Other | (609) | | | 395 | | | 784 | |
Gross deferred tax assets | 51,863 | | | 47,191 | | | 46,995 | |
Valuation allowance | (44,017) | | | (45,342) | | | (44,817) | |
Net deferred tax assets | 7,846 | | | 1,849 | | | 2,178 | |
| | | | | |
Deferred Tax Liabilities | | | | | |
Basis differences - US assets | (5,743) | | | 0 | | | 0 | |
Basis differences - foreign investment | (22,653) | | | (22,813) | | | (22,406) | |
Gross deferred tax liabilities | (28,396) | | | (22,813) | | | (22,406) | |
| | | | | |
Net Deferred Tax Liability(1) | $ | (20,550) | | | $ | (20,964) | | | $ | (20,228) | |
(1)Net deferred tax liability is included within Other liabilities in our Consolidated Balance Sheets.
Our U.S. taxable REIT subsidiaries operating loss carryforwards are $80.2 million, or $16.7 million after tax, including SHS loss carryforwards of $77.1 million, or $16.2 million after tax, as of December 31, 2020. The loss carryforwards will begin to expire in 2023 through 2035 if not offset by future taxable income. In addition, our Canadian subsidiaries have operating loss carryforwards of $10.7 million, or $2.8 million after tax, as of December 31, 2020. The loss carryforwards will begin to expire in 2033 through 2038 if not offset by future taxable income.
We had 0 unrecognized tax benefits as of December 31, 2020 and 2019. We expect 0 significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2020.
We classify certain state taxes as income taxes for financial reporting purposes. We recorded a provision for state income taxes of $1.5 million for the year ended December 31, 2020, $0.9 million for the year ended December 31, 2019, and $0.7 million for the year ended December 31, 2018.
Our policy is to report income tax penalties and income tax related interest expense as a component of income tax expense. No interest or penalty associated with any unrecognized income tax provision or benefit was accrued, nor was any income tax related interest or penalty recognized during the years ended December 31, 2020, 2019 and 2018.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. Earnings Per Share
Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period on a basic and diluted basis. We calculate diluted earnings per share using the more dilutive of the treasury stock method and the two-class method.
Our potentially dilutive securities include our outstanding stock options, our unvested restricted common shares, and our Operating Partnership outstanding common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units, Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred OP units, Series I preferred OP units and Aspen preferred OP Units, which, if converted or exercised, may impact dilution.
Diluted earnings per share considers the impact of potentially dilutive securities except when the potential common shares have an antidilutive effect. Our unvested restricted stock common shares contain rights to receive non-forfeitable dividends and participate equally with common stock with respect to dividends issued or declared, and thus, are participating securities, requiring the two-class method of computing earnings per share. The two-class method determines earnings per share by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. In calculating the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average number of shares outstanding during the period. The remaining potential dilutive common shares do not contain rights to dividends and are included in the computation of diluted earnings per share.
Computations of basic and diluted earnings per share were as follows (in thousands, except per share data):
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Numerator | | | | | | |
Net Income Attributable to Sun Communities, Inc. Common Stockholders | | $ | 131,614 | | | $ | 160,265 | | | $ | 105,493 | |
Less: allocation to restricted stock awards | | 795 | | | 1,170 | | | 831 | |
Basic earnings - Net income attributable to common stockholders after allocation to restricted stock awards | | $ | 130,819 | | | $ | 159,095 | | | $ | 104,662 | |
Add allocation to restricted stock awards | | 0 | | | 1,170 | | | 831 | |
Diluted earnings - Net income attributable to common stockholders after allocation to restricted stock awards(1) | | $ | 130,819 | | | $ | 160,265 | | | $ | 105,493 | |
| | | | | | | | | | | | | | | | | | | | |
Denominator | | | | | | |
Weighted average common shares outstanding | | 97,521 | | | 88,460 | | | 81,387 | |
Add: dilutive stock options | | 1 | | | 1 | | | 2 | |
Add: dilutive restricted stock | | 0 | | | 454 | | | 651 | |
Diluted weighted average common shares and securities(1) | | 97,522 | | | 88,915 | | | 82,040 | |
| | | | | | |
Earnings Per Share Available to Common Stockholders After Allocation | | | | | | |
Basic earnings per share | | $ | 1.34 | | | $ | 1.80 | | | $ | 1.29 | |
Diluted earnings per share(1) | | $ | 1.34 | | | $ | 1.80 | | | $ | 1.29 | |
(1)For the year ended December 31, 2020, diluted earnings per share was calculated using the two-class method. The application of this method resulted in a more dilutive earnings per share for the year. Diluted earnings per share for the years ended December 31, 2019 and 2018 were calculated using the treasury stock method as the application of this method resulted in a more dilutive earnings per share for that period.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We have excluded certain securities from the computation of diluted earnings per share because the inclusion of these securities would have been anti-dilutive for the periods presented. The following table presents the outstanding securities that were excluded from the computation of diluted earnings per share for the years ended December 31, 2020, 2019 and 2018 (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Common OP units | | 2,607 | | | 2,420 | | | 2,726 | |
Series A-4 preferred stock | | 0 | | | 0 | | | 1,063 | |
A-3 preferred OP units | | 40 | | | 40 | | | 40 | |
A-1 preferred OP units | | 295 | | | 309 | | | 332 | |
A-4 preferred OP units | | 0 | | | 0 | | | 410 | |
Aspen preferred OP units | | 1,284 | | | 1,284 | | | 1,284 | |
Series C preferred OP units | | 306 | | | 310 | | | 314 | |
Series D preferred OP units | | 489 | | | 489 | | | 0 | |
Series E preferred OP units | | 90 | | | 0 | | | 0 | |
Series F preferred OP units | | 90 | | | 0 | | | 0 | |
Series G preferred OP units | | 241 | | | 0 | | | 0 | |
Series H preferred OP units | | 581 | | | 0 | | | 0 | |
Series I preferred OP units | | 922 | | | 0 | | | 0 | |
| | | | | | |
Total Securities | | 6,945 | | | 4,852 | | | 6,169 | |
14. Selected Quarterly Financial Information (Unaudited)
The following is a condensed summary of our unaudited quarterly results for years ended 2020 and 2019 (in thousands, except per share data):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 Quarters | | 2019 Quarters |
| March 31, 2020 | | June 30, 2020 | | September 30, 2020 | | December 31, 2020 | | March 31, 2019 | | June 30, 2019 | | September 30, 2019 | | December 31, 2019 |
Total Revenues | $ | 310,302 | | | $ | 303,266 | | | $ | 400,514 | | | $ | 384,265 | | | $ | 287,330 | | | $ | 312,445 | | | $ | 362,443 | | | $ | 301,819 | |
Total Expenses | 274,781 | | | 275,715 | | | 320,967 | | | 393,060 | | | 252,759 | | | 272,273 | | | 305,989 | | | 293,835 | |
Income / (Loss) Before Other Items | $ | 35,521 | | | $ | 27,551 | | | $ | 79,547 | | | $ | (8,795) | | | $ | 34,571 | | | $ | 40,172 | | | $ | 56,454 | | | $ | 7,984 | |
| | | | | | | | | | | | | | | |
Net Income / (loss) Attributable to Sun Communities, Inc. Common Stockholders | $ | (16,086) | | | $ | 58,910 | | | $ | 81,204 | | | $ | 7,586 | | | $ | 34,331 | | | $ | 40,385 | | | $ | 57,002 | | | $ | 28,547 | |
| | | | | | | | | | | | | | | |
Earnings per share(1) | | | | | | | | | | | | | | | |
Basic earnings / (loss) per share | $ | (0.17) | | | $ | 0.61 | | | $ | 0.83 | | | $ | 0.07 | | | $ | 0.40 | | | $ | 0.46 | | | $ | 0.63 | | | $ | 0.31 | |
Diluted earnings / (loss) per share | $ | (0.17) | | | $ | 0.61 | | | $ | 0.83 | | | $ | 0.07 | | | $ | 0.40 | | | $ | 0.46 | | | $ | 0.63 | | | $ | 0.31 | |
(1)Earnings per share for the year may not equal the sum of the fiscal quarters’ earnings per share due to changes in basic and diluted shares outstanding.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Fair Value of Financial Instruments
Our financial instruments consist primarily of cash, cash equivalents and restricted cash, marketable securities, notes and other receivables, accounts payable, and debt. We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.” The following methods and assumptions were used in order to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Marketable Securities
Marketable securities held by us and accounted for under the ASC 321 “Investment Equity Securities” are measured at fair value. Any change in fair value adjustmentsis recognized in the Consolidated Statement of $0.3 millionOperations in Remeasurement of marketable securities in accordance with ASU 2016-01 “Financial Instruments - Overall (Subtopic 825-10): Recognition and $0.6 million, respectively.measurement of financial assets and financial liabilities.” The fair value is measured by the quoted unadjusted share price which is readily available in active markets (Level 1).
The change in the marketable securities balance is as follows (in thousands):
| | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 |
Beginning Balance | | $ | 94,727 | | | $ | 49,037 | |
Additional purchase | | 11,757 | | | 8,995 | |
Change in fair value measurement | | 6,132 | | | 34,240 | |
Foreign currency translation adjustment | | 10,138 | | | 816 | |
Dividend reinvestment, net of tax | | 1,971 | | | 1,639 | |
Ending Balance | | $ | 124,725 | | | $ | 94,727 | |
Installment Notes Receivable on Manufactured Homes
Installment notes receivable on manufactured homes are recorded at fair value and are measured using model-derived indicative pricing using observable inputs, inclusive of default rates, interest rates and recovery rates (Level 2). Refer to Note 4, “Notes and Other Receivables,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.
Notes Receivable from Real Estate Developers
Notes receivable from real estate developers are recorded at fair market value. We do not expectevaluate the impactloans using valuation models that incorporate significant unobservable inputs (Level 2) such as market interest rates and timing of related cash flows. The carrying values of the adoptionnotes generally approximate their fair market values either due to the nature of CECLthe note and / or the note being secured by underlying collateral and / or personal guarantees.
Long-Term Debt and Lines of Credit
The fair value of long-term debt is based on the estimates of management and on rates currently quoted, rates currently prevailing for comparable loans, and instruments of comparable maturities (Level 2). Refer to Note 8, “Debt and Lines of Credit,” for additional information.
We have variable rates on our credit facilities and the revolving loans under our senior credit facility and the Safe Harbor credit facility. The fair value of the debt with variable rates approximates carrying value as the interest rates of these amounts approximate market rates. The estimated fair value of our indebtedness as of December 31, 2020, approximated its gross carrying value.
Financial Liabilities
We estimate the fair value of our contingent consideration liability based on valuation models using significant unobservable inputs that generally consider discounting of future cash flows using market interest rates and adjusting for non-performance risk over the remaining term of the liability (Level 3).
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Financial Instruments
The carrying values of cash and cash equivalents, other receivables, and accounts payable approximate their fair market values due to the short-term nature of those instruments. These are classified as Level 1 in scopethe hierarchy.
The table below sets forth our financial assets and liabilities (in thousands) that required disclosure of fair value on a recurring basis as of December 31, 2020. The table presents the carrying values and fair values of our financial instruments to be material.as of December 31, 2020 and December 31, 2019, that were measured using the valuation techniques described above. The table excludes other financial instruments such as cash and cash equivalents, other receivables, and accounts payable as the carrying values associated with these instruments approximate their fair value since their maturities are less than one year.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, 2020 | | December 31, 2019 |
Financial Assets | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Marketable securities | | $ | 124,726 | | | $ | 124,726 | | | $ | 94,727 | | | $ | 94,727 | |
Installment notes receivable on manufactured homes, net | | 85,866 | | | 85,866 | | | 95,580 | | | 95,580 | |
| | | | | | | | |
Notes receivable from real estate developers | | 52,638 | | | 52,638 | | | 18,960 | | | 18,960 | |
Total assets measured at fair value | | $ | 263,230 | | | $ | 263,230 | | | $ | 209,267 | | | $ | 209,267 | |
| | | | | | | | |
Financial Liabilities | | | | | | | | |
Debt | | $ | 3,514,879 | | | $ | 3,613,797 | | | $ | 3,250,504 | | | $ | 3,270,544 | |
| | | | | | | | |
Lines of credit and other debt | | 1,242,197 | | | 1,242,197 | | | 183,898 | | | 183,898 | |
Other liabilities (contingent consideration) | | 15,842 | | | 15,842 | | | 6,134 | | | 6,134 | |
Total liabilities measured at fair value | | $ | 4,772,918 | | | $ | 4,871,836 | | | $ | 3,440,536 | | | $ | 3,460,576 | |
18.
Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop fair value estimates. The fair value estimates are based on information available at December 31, 2020. As such, our estimates of fair value could differ significantly from the actual carrying value.
16. Commitments and Contingencies
Legal Proceedings
We are involved in various legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material adverse impact on our results of operations or financial condition.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. Leases
19.
We lease land under non-cancelable operating leases at 33 properties expiring at various dates through year 2085. The majority of the leases have terms requiring fixed payments plus additional rents based on a percentage of revenues at those properties. We also have other operating leases, primarily office space and equipment expiring at various dates through 2026.
Leases
Lessee accounting
Future minimum lease payments under non-cancellable leases as of the year ended December 31, 20192020 where we are the lessee include:
|
| | | | | | | | | | | |
Maturity of lease liabilities (in thousands) | | | | | |
| Operating Leases | | Finance Leases | | Total |
2020 | $ | 2,397 |
| | $ | 120 |
| | $ | 2,517 |
|
2021 | 2,446 |
| | 120 |
| | 2,566 |
|
2022 | 2,483 |
| | 120 |
| | 2,603 |
|
2023 | 2,572 |
| | 120 |
| | 2,692 |
|
2024 | 2,868 |
| | 4,060 |
| | 6,928 |
|
Thereafter | 32,277 |
| | — |
| | 32,277 |
|
Total lease payments | $ | 45,043 |
| | $ | 4,540 |
| | $ | 49,583 |
|
Less: Imputed interest | (20,821 | ) | | (459 | ) | | (21,280 | ) |
Present value of lease liabilities | $ | 24,222 |
| | $ | 4,081 |
| | $ | 28,303 |
|
ROU | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Maturity of Lease Liabilities (in thousands) | | Operating Leases | | Finance Leases | | Total |
2021 | | $ | 4,967 | | | $ | 217 | | | $ | 5,184 | |
2022 | | 4,844 | | | 213 | | | 5,057 | |
2023 | | 4,931 | | | 196 | | | 5,127 | |
2024 | | 5,251 | | | 4,068 | | | 9,319 | |
2025 | | 5,281 | | | 0 | | | 5,281 | |
Thereafter | | 61,397 | | | 0 | | | 61,397 | |
Total Lease Payments | | $ | 86,671 | | | $ | 4,694 | | | $ | 91,365 | |
Less: Imputed interest | | (36,707) | | | (360) | | | (37,067) | |
Present Value of Lease Liabilities | | $ | 49,964 | | | $ | 4,334 | | | $ | 54,298 | |
Right-of-use (ROU) assets and lease liabilities for finance and operating leases as included in our Consolidated Financial StatementsBalance Sheets are as follows:follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Description | | Financial Statement Classification | | December 31, 2020 | | December 31, 2019 |
Lease Assets | | | | | | |
ROU asset obtained in exchange for new finance lease liabilities | | Investment property, net | | $ | 4,350 | | | $ | 4,081 | |
ROU asset obtained in exchange for new operating lease liabilities | | Other assets, net | | $ | 48,419 | | | $ | 23,751 | |
ROU asset obtained relative to below market operating lease | | Other assets, net | | $ | 27,614 | | | $ | 28,366 | |
Lease Liabilities | | | | | | |
Finance lease liabilities | | Other liabilities | | $ | 4,334 | | | $ | 4,081 | |
Operating lease liabilities | | Other liabilities | | $ | 49,964 | | | $ | 24,222 | |
|
| | | | | | | | | | | | | | |
Lease asset and liabilities (in thousands)
| | | | | | | | | | |
Description | | Financial Statement Classification | | December 31, 2019 | | Description | | Financial Statement Classification | | December 31, 2018 |
Lease assets | | | | | | | | | | |
Right-of-use asset obtained in exchange for new finance lease liabilities | | Other asset, net | | $ | 4,081 |
| | Capital lease asset | | Land | | $ | 4,098 |
|
Right-of-use asset obtained in exchange for new operating lease liabilities | | Other asset, net | | $ | 23,751 |
| | n/a |
Right-of-use asset obtained relative to below market operating lease | | Other asset, net | | $ | 28,366 |
| | Below market Lease intangible asset | | Other Asset, net | | $ | 29,118 |
|
Lease liabilities | | | | | | | | | | |
Finance lease liabilities | | Other liabilities | | $ | 4,081 |
| | Capital lease liabilities | | Other Liabilities | | $ | 4,098 |
|
Operating lease liabilities | | Other liabilities | | $ | 24,222 |
| | n/a |
Lease expense for finance and operating leases as included in our Consolidated Financial Statements of Operations are as follows:follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | | |
| | | | Year Ended |
Description | | Financial Statement Classification | | December 31, 2020 | | December 31, 2019 |
Finance Lease Expense | | | | | | |
Amortization of ROU assets | | Interest expense | | $ | 33 | | | $ | 17 | |
Interest on lease liabilities | | Interest expense | | 104 | | | 103 | |
Operating lease cost | | General and administrative expense, Property operating and maintenance | | 4,255 | | | 3,474 | |
Variable lease cost | | Property operating and maintenance | | 2,328 | | | 1,584 | |
Total Lease Expense | | | | $ | 6,720 | | | $ | 5,178 | |
|
| | | | | | |
Lease expense (in thousands)
| | Year Ended |
| | | | December 31, |
Description | | Financial Statement Classification | | 2019 |
Finance lease expense | | | | |
Amortization of right-of-use assets | | Interest expense | | $ | 17 |
|
Interest on lease liabilities | | Interest expense | | 103 |
|
Operating lease cost | | General and administrative expense, Property operating and maintenance | | 3,474 |
|
Variable lease cost | | Property operating and maintenance | | 1,584 |
|
Total lease expense | | | | $ | 5,178 |
|
|
| | | | | | | | | | |
| | Year Ended |
Description | | Financial Statement Classification | | December 31, 2018 | | December 31, 2017 |
Capital lease expense | | | | | | |
Amortization of lease | | Interest expense | | $ | 16 |
| | $ | — |
|
Interest on lease liabilities | | Interest expense | | 104 |
| | — |
|
Operating lease expense | | General and administrative expense, Property operating and maintenance | | 3,310 |
| | 3,303 |
|
Below market ground lease amortization expense | | Property operating and maintenance | | 821 |
| | 1,017 |
|
Total lease expense | | | | $ | 4,251 |
| | $ | 4,320 |
|
| | | | | | | | | | | | | | |
| | | | Year Ended |
Description | | Financial Statement Classification | | December 31, 2018 |
Capital Lease Expense | | | | |
Amortization of lease | | Interest expense | | $ | 16 | |
Interest on lease liabilities | | Interest expense | | 104 | |
Operating lease expense | | General and administrative expense, Property operating and maintenance | | 3,310 | |
Below market ground lease amortization expense | | Property operating and maintenance | | 821 | |
Total Lease Expense | | | | $ | 4,251 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In June 2018, we acquired 50 percent of a land parcel that was previously subject to a ground lease at one of our California communities for $8.0 million. As a result of the transaction, we wrote off $1.1 million of the gross carrying amount of the ground lease intangible and $0.3 million of the related accumulated amortization. The $0.8 million net write off is included within the Property operating and maintenance expenses in our Consolidated Statements of Operations for the year ended December 31, 2018.
Lease term, discount rates and additional information for finance and operating leases are as follows:
|
| | | | | | | |
Lease term and discount rate
| | |
Lease Term and Discount Rate | | December 31, 20192020 |
Weighted-average remaining lease termsRemaining Lease Terms (years) | | |
Finance lease | | 4.50 |
3.46 |
Operating lease | | 27.15 |
27.39 |
Weighted-average discount rateDiscount Rate | | |
Finance lease | | 2.502.43 | % |
Operating lease | | 4.153.79 | % |
|
| | | | | | | | | | | | |
Other Information (in thousands) | | Year Ended |
| | December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Cash paid for amounts included in the measurement of lease liabilities | | | | | | |
Operating Cash Flow from Operating leases | | $ | 2,199 |
| | $ | 3,340 |
| | $ | 3,182 |
|
Financing Cash Flow from Finance leases | | 120 |
| | 120 |
| | 121 |
|
Total Cash paid on lease liabilities | | $ | 2,319 |
| | $ | 3,460 |
| | $ | 3,303 |
|
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
Other Information (in thousands) | | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Cash Paid For Amounts Included In The Measurement of Lease Liabilities | | | | | | |
Operating cash flow from operating leases | | $ | 2,712 | | | $ | 2,199 | | | $ | 3,340 | |
| | | | | | |
Financing cash flow from finance leases | | 137 | | | 120 | | | 120 | |
Total Cash Paid On Lease Liabilities | | $ | 2,849 | | | $ | 2,319 | | | $ | 3,460 | |
As of the year ended December 31, 2019, we have an additional executive office space operating lease for $2.9 million which will commence in January 2020 with a lease term of seven years.
Lessor Accounting
We are not the lessor for any finance leases at our MH, RV or marina properties as of December 31, 2019. 2020.
Over 95 percent of our operating leases at our MH and RV properties, where we are the lessor are either month to month or for a time period not to exceed one year. As of the reporting date, future minimum lease payments would not exceed twelve12 months. Similarly, over 95 percent of
Future minimum lease payments under non-cancellable leases at our investment property, net on the Consolidated Balance Sheets, and related depreciation amounts relate to assets wherebymarinas at year ended December 31, 2020 where we are the lessor under an operating lease.include:
| | | | | | | | |
Maturity of Lease Liabilities (in thousands) | | Operating Leases |
2021 | | $ | 9,476 | |
2022 | | 5,402 | |
2023 | | 3,357 | |
2024 | | 1,895 | |
2025 | | 1,078 | |
Thereafter | | 2,553 | |
Total Undiscounted Cash Flows | | $ | 23,761 | |
20.
The components of lease income were as follows (in thousands):
| | | | | | | | |
| | Year Ended |
Description | | December 31, 2020 |
Operating Leases | | |
Lease income related to lease payments | | $ | 2,075 | |
Variable Lease Income | | $ | 423 | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. Related Party Transactions
Lease of Executive Offices.Offices - Gary A. Shiffman, together with certain of his family members, indirectly owns an equity interest of approximately 28.1 percent in American Center LLC, the entity from which we lease office space for our principal executive offices. Each of Brian M. Hermelin, Ronald A. Klein and Arthur A. Weiss indirectly owns a less than one1 percent interest in American Center LLC. Mr. Shiffman is our Chief Executive Officer and Chairman of the Board. Each of Mr. Hermelin, Mr. Klein and Mr. Weiss is a director of the Company. Under this agreement, we lease approximately 103,100 rentable square feet of permanent space. We subsequently entered into an additional office space operating lease which commenced in January 2020. Under this agreement, we lease approximately 20,087 rentable square feet of permanent space. The initial term of theeach lease is until October 31, 2026 and the average gross base rent is $18.95 per square foot until October 31, 2020 with graduated rentalrent increases thereafter. As of December 31, 2020, the average gross base rent was $19.45 per square foot. Each of Mr. Shiffman, Mr. Hermelin, Mr. Klein and Mr. Weiss may have a conflict of interest with respect to his obligations as our officer and/and / or director and his ownership interest in American Center LLC.
Use of Airplane -. Gary A. Shiffman is the beneficial owner of an airplane that we use from time to time for business purposes. During the yearyears ended December 31, 2020 and 2019, we paid $0.3 million and $0.4 million for the use of the airplane.airplane, respectively. Mr. Shiffman may have a conflict of interest with respect to his obligations as our officer and director and his ownership interest in the airplane.
Telephone Services -. Brian M. Hermelin is a principal and a beneficial owner of an entity that installs and maintains emergency telephone systems at our Properties.properties. During the yearyears ended December 31, 2020 and 2019, we paid $0.2 million for these services.services, respectively. Mr. Hermelin may have a conflict of interest with respect to his obligations as our director and his position with and ownership interest in the provider of these services.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Legal Counsel -. During 2017-2019,2018-2020, Jaffe, Raitt, Heuer, & Weiss, Professional Corporation acted as our general counsel and represented us in various matters. Arthur A. Weiss is the Chairman of the Board of Directors and a shareholder of such firm. We incurred legal fees and expenses owed to Jaffe, Raitt, Heuer, & Weiss of approximately $13.3 million, $11.1 million $7.1 million and $5.0$7.1 million in the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively.
Tax Consequences Upon Sale of Properties.Properties - Gary A. Shiffman holds limited partnership interests in the Operating Partnership which were received in connection with the contribution of properties from partnerships previously affiliated with him. Prior to any redemption of these limited partnership interests for our common stock, Mr. Shiffman will have tax consequences different from those on us and our public stockholders upon the sale of any of these partnerships. Therefore, we and Mr. Shiffman may have different objectives regarding the appropriate pricing and timing of any sale of those properties.
21.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. Recent Accounting Pronouncements
Recent Accounting Pronouncements - Adopted
In April 2020, the FASB issued a Staff Question-and-Answer (Q&A) to clarify whether lease concessions related to the effects of COVID-19 require the application of lease modification guidance under ASC Topic 842 “Leases.” The Q&A allows companies not to apply the lease modification guidance to rent concessions that result in deferred rent where the total cash flows required by the modified lease agreement are materially the same as the cash flows required under the original lease and the change to the lease did not result in a substantial increase to the rights of the lessor or the obligations of the lessee. We adopted the guidance during the three months ended June 30, 2020 for eligible residential lease concessions. The lease concessions that meet the criteria of the Q&A are treated as if they were part of the enforceable rights and obligations of the parties under the existing lease contract. The amount of rent concessions subject to the Q&A was $4.4 million.
In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“CECL”). This update replaces the incurred loss impairment methodology in previous GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As of January 1, 2020, we adopted the fair value option for our installment notes receivable on manufactured homes and the notes receivable within the GTSC joint venture which resulted in fair value adjustments of $1.6 million and $0.3 million, respectively. We also adopted the fair value option on notes receivable from real estate developers. The carrying values of those notes generally approximate their fair market values either due to the short-term nature of the loan and / or the note being secured by underlying collateral and / or personal guarantees. The adoption of CECL had an immaterial impact on our remaining financial instruments within the CECL scope. Refer to Note 4, “Notes and Other Receivables,” and Note 6, “Investments in Nonconsolidated Affiliates,” for additional detail.
In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)- Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract”—The amendments in this update align requirements for capitalizing implementation costs in a hosting arrangement as a service contract with internally developed software, and expense capitalized costs of the hosting arrangement over the term of the arrangement. Current GAAP does not specifically address the accounting for implementation costs of a hosting arrangement that is a service contract. Amendments in this update improve current GAAP as they clarify and align the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. We adopted this guidance as of January 1, 2020. The adoption of this ASU did not have a material impact on our financial statements.
Recent Accounting Pronouncements - Not Yet Adopted
In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform” (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting,which provides optional guidance for accounting for contracts, hedging relationships, and other transactions affected by the reference rate reform, if certain criteria are met. The provisions of this standard are available for election through December 31, 2022. We are currently evaluating the impact that ASU 2020-04 may have on our Consolidated Financial Statements and related disclosures.
In August 2020, the FASB issued ASU 2020-06, Debt - “Debt with Conversion and Other Options” (Subtopic 470- 20) and “Derivatives and Hedging - Contracts in Entity’s Own Equity” (Subtopic 815-40): “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20,“Debt: Debt with Conversion and Other Options,” which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, “Earnings Per Share,” to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We are currently evaluating the impact that ASU 2020-06 may have on our Consolidated Financial Statements and related disclosures.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20. Subsequent Events
Acquisition
Subsequent to the quarteryear ended December 31, 2019,2020, we acquired 1a RV resort in Henderson, NY with 294 developed sites for a total purchase price of $15.0 million.
Subsequent to the year ended December 31, 2020, we acquired a RV resort in Garden City, UT with 177 developed sites for a total purchase price of $9.0 million.
Subsequent to the year ended December 31, 2020, we acquired an MH community locatedfor re-development in East Falmouth, MassachusettsBushnell, FL with 25 developed sites for $13.5 million, containing 230a total purchase price of $1.3 million.
Subsequent to the year ended December 31, 2020, we acquired 2 marinas in Islamorado, FL with 251 wet slips and dry storage spaces for a total purchase price of $18.0 million.
Reportable Segments
Effective January 1, 2021, we transitioned from a two-segment to a three-segment structure as a result of the recent acquisition of Safe Harbor and its internal organization. The new structure will reflect how the chief operating decision maker manages the business, makes operating decisions, allocates resources and evaluates operating performance. This structure will increase management efficiency and better align our operations with our strategic initiatives. The reportable segments are Manufactured Homes, RV sites. In conjunctionResorts and Safe Harbor Marinas. Beginning with the acquisition,quarter ending March 31, 2021, our segment results will reflect the Operating Partnership created a new class of OP units named Series E preferred OP units. As of February 13, 2020, 90,000 Series E preferred OP units were outstanding. The Series E preferred OP units providesegment structure for quarterly distributions on the $100 per unit issue price of 5.3 percent per year until January 9, 2022, and 5.5 percent per year thereafter. Subject to certain limitations, each Series E Preferred Unit is exchangeable at any time after the first anniversary of its issuance date into that number of shares of the Company’s common stock equal to the quotient obtained by dividing $100.00 by $145.00 (as such ratio is subject to adjustment for certain capital events). all periods presented.
On January 13, 2020, the Operating Partnership’s partnership agreement was amended to revise the terms of 270,000 of the operating partnership’s outstanding 1,283,819 Aspen preferred OP units. With respect to those 270,000 units, the automatic redemption date was extended to January 2, 2034 (as compared to January 2, 2024 for the other Aspen preferred OP units) and the annual distribution rate was reduced to 3.8 percent (as compared to a rate determined by a formula, currently 6.5 percent, for the other Aspen preferred OP units).
We have evaluated our Consolidated Financial Statements for subsequent events through the date that this Form 10-K was issued.
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
The following tables set forth real estate and accumulated depreciation relating to our MH and RV properties.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
49’er Village RV Resort | | Plymouth, CA | | C | | $ | 0 | | | $ | 2,180 | | | $ | 10,710 | | | $ | 0 | | | $ | 2,288 | | | $ | 2,180 | | | $ | 12,998 | | | $ | 15,178 | | | $ | (1,791) | | | 2017 | | (A) |
Academy / West Point | | Canton, MI | | B | | 33,150 | | | 1,485 | | | 14,278 | | | 0 | | | 10,280 | | | 1,485 | | | 24,558 | | | 26,043 | | | (13,767) | | | 2000 | | (A) |
Adirondack Gateway RV Resort & Campground | | Gansevoort, NY | | — | | 0 | | | 620 | | | 1,970 | | | 0 | | | 2,609 | | | 620 | | | 4,579 | | | 5,199 | | | (819) | | | 2016 | | (A) |
Allendale Meadows Mobile Village | | Allendale, MI | | B | | 22,800 | | | 366 | | | 3,684 | | | 0 | | | 10,002 | | | 366 | | | 13,686 | | | 14,052 | | | (8,827) | | | 1996 | | (A) |
Alpine Meadows Mobile Village | | Grand Rapids, MI | | A | | 10,708 | | | 729 | | | 6,692 | | | 0 | | | 9,714 | | | 729 | | | 16,406 | | | 17,135 | | | (10,532) | | | 1996 | | (A&C) |
Alta Laguna | | Rancho Cucamonga, CA | | D | | 27,437 | | | 23,736 | | | 21,088 | | | 0 | | | 1,725 | | | 23,736 | | | 22,813 | | | 46,549 | | | (3,591) | | | 2016 | | (A) |
Apple Carr Village | | Muskegon, MI | | — | | 0 | | | 800 | | | 6,172 | | | 336 | | | 21,342 | | | 1,136 | | | 27,514 | | | 28,650 | | | (6,289) | | | 2011 | | (A&C) |
Apple Creek | | Amelia, OH | | B | | 7,416 | | | 543 | | | 5,480 | | | 0 | | | 3,064 | | | 543 | | | 8,544 | | | 9,087 | | | (4,891) | | | 1999 | | (A) |
Arbor Terrace RV Park | | Bradenton, FL | | B | | 16,048 | | | 456 | | | 4,410 | | | 0 | | | 5,760 | | | 456 | | | 10,170 | | | 10,626 | | | (5,626) | | | 1996 | | (A) |
Arbor Woods | | Ypsilanti, MI | | — | | 0 | | | 3,340 | | | 12,385 | | | 0 | | | 11,485 | | | 3,340 | | | 23,870 | | | 27,210 | | | (4,101) | | | 2017 | | (A) |
Archview RV Resort & Campground | | Moab, UT | | — | | 0 | | | 6,289 | | | 8,419 | | | 5 | | | 690 | | | 6,294 | | | 9,109 | | | 15,403 | | | (841) | | | 2018 | | (A) |
Ariana Village | | Lakeland, FL | | D | | 5,209 | | | 240 | | | 2,195 | | | 0 | | | 1,961 | | | 240 | | | 4,156 | | | 4,396 | | | (2,501) | | | 1994 | | (A) |
Arran Lake RV Resort & Campground | | Allenford, ON | | — | | 0 | | | 1,190 | | | 1,175 | | | (3) | | (1) | 451 | | | 1,187 | | | 1,626 | | | 2,813 | | | (283) | | | 2016 | | (A) |
Augusta Village(4) | | Augusta, ME | | — | | 0 | | | 776 | | | 3,083 | | | 0 | | | 0 | | | 776 | | | 3,083 | | | 3,859 | | | (56) | | | 2020 | | (A) |
Austin Lone Star RV Resort | | Austin, TX | | C | | 0 | | | 630 | | | 7,913 | | | 0 | | | 2,254 | | | 630 | | | 10,167 | | | 10,797 | | | (1,643) | | | 2016 | | (A) |
Autumn Ridge | | Ankeny, IA | | D | | 23,897 | | | 890 | | | 8,054 | | | (33) | | (3) | 7,003 | | | 857 | | | 15,057 | | | 15,914 | | | (8,560) | | | 1996 | | (A) |
Bahia Vista Estates | | Sarasota, FL | | — | | 0 | | | 6,810 | | | 17,650 | | | 0 | | | 2,809 | | | 6,810 | | | 20,459 | | | 27,269 | | | (2,950) | | | 2016 | | (A) |
Baker Acres RV Resort | | Zephyrhills, FL | | E | | 7,064 | | | 2,140 | | | 11,880 | | | 0 | | | 2,898 | | | 2,140 | | | 14,778 | | | 16,918 | | | (2,294) | | | 2016 | | (A) |
Beechwood | | Killingworth, CT | | C | | 0 | | | 7,897 | | | 18,400 | | | 0 | | | 465 | | | 7,897 | | | 18,865 | | | 26,762 | | | (931) | | | 2019 | | (A) |
Bell Crossing | | Clarksville, TN | | B | | 9,219 | | | 717 | | | 1,916 | | | (13) | | (3) | 8,078 | | | 704 | | | 9,994 | | | 10,698 | | | (6,228) | | | 1999 | | (A&C) |
Big Timber Lake RV Camping Resort | | Cape May Court House, NJ | | A | | 10,647 | | | 590 | | | 21,308 | | | 0 | | | 2,708 | | | 590 | | | 24,016 | | | 24,606 | | | (6,657) | | | 2013 | | (A) |
Big Tree RV Resort | | Arcadia, FL | | — | | 0 | | | 1,250 | | | 13,534 | | | 0 | | | 2,725 | | | 1,250 | | | 16,259 | | | 17,509 | | | (2,618) | | | 2016 | | (A) |
Birch Hill Estates(4) | | Bangor, ME | | — | | 0 | | | 2,025 | | | 29,461 | | | 0 | | | 0 | | | 2,025 | | | 29,461 | | | 31,486 | | | (519) | | | 2020 | | (A) |
Blazing Star | | San Antonio, TX | | C | | 0 | | | 750 | | | 6,163 | | | 0 | | | 2,056 | | | 750 | | | 8,219 | | | 8,969 | | | (2,748) | | | 2012 | | (A) |
Blue Heron Pines | | Punta Gorda, FL | | E | | 17,706 | | | 410 | | | 35,294 | | | 0 | | | 5,590 | | | 410 | | | 40,884 | | | 41,294 | | | (7,245) | | | 2015 | | (A&C) |
Blue Jay MH & RV Resort | | Dade City, FL | | — | | 0 | | | 2,040 | | | 9,679 | | | 0 | | | 2,019 | | | 2,040 | | | 11,698 | | | 13,738 | | | (1,768) | | | 2016 | | (A) |
Blue Star(8) | | Apache Junction, AZ | | E | | 2,488 | | | 5,120 | | | 12,720 | | | (4,140) | | (8) | (9,119) | | | 980 | | | 3,601 | | | 4,581 | | | (747) | | | 2014 | | (A) |
Blueberry Hill | | Bushnell, FL | | B | | 12,974 | | | 3,830 | | | 3,240 | | | 0 | | | 4,016 | | | 3,830 | | | 7,256 | | | 11,086 | | | (2,663) | | | 2012 | | (A) |
Boulder Ridge | | Pflugerville, TX | | B | | 26,357 | | | 1,000 | | | 500 | | | 3,324 | | | 58,709 | | | 4,324 | | | 59,209 | | | 63,533 | | | (15,513) | | | 1998 | | (C) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
49’er Village RV Resort | | Plymouth, CA | | C | | $ | — |
| | $ | 2,180 |
| | $ | 10,710 |
| | $ | — |
| | $ | 2,252 |
| | $ | 2,180 |
| | $ | 12,962 |
| | $ | 15,142 |
| | $ | (1,251 | ) | | 2017 | | (A) |
Academy / West Point | | Canton, MI | | — | | — |
| | 1,485 |
| | 14,278 |
| | — |
| | 9,496 |
| | 1,485 |
| | 23,774 |
| | 25,259 |
| | (12,715 | ) | | 2000 | | (A) |
Adirondack Gateway RV Resort & Campground | | Gansevoort, NY | | — | | — |
| | 620 |
| | 1,970 |
| | — |
| | 2,577 |
| | 620 |
| | 4,547 |
| | 5,167 |
| | (599 | ) | | 2016 | | (A) |
Allendale Meadows Mobile Village | | Allendale, MI | | — | | — |
| | 366 |
| | 3,684 |
| | — |
| | 10,928 |
| | 366 |
| | 14,612 |
| | 14,978 |
| | (8,782 | ) | | 1996 | | (A) |
Alpine Meadows Mobile Village | | Grand Rapids, MI | | A | | 10,895 |
| | 729 |
| | 6,692 |
| | — |
| | 10,072 |
| | 729 |
| | 16,764 |
| | 17,493 |
| | (10,114 | ) | | 1996 | | (A&C) |
Alta Laguna | | Rancho Cucamonga, CA | | D | | 28,090 |
| | 23,736 |
| | 21,088 |
| | — |
| | 1,687 |
| | 23,736 |
| | 22,775 |
| | 46,511 |
| | (2,768 | ) | | 2016 | | (A) |
Apple Carr Village | | Muskegon, MI | | — | | — |
| | 800 |
| | 6,172 |
| | 336 |
| | 18,359 |
| | 1,136 |
| | 24,531 |
| | 25,667 |
| | (5,138 | ) | | 2011 | | (A&C) |
Apple Creek | | Amelia, OH | | B | | 7,582 |
| | 543 |
| | 5,480 |
| | — |
| | 2,901 |
| | 543 |
| | 8,381 |
| | 8,924 |
| | (4,546 | ) | | 1999 | | (A) |
Arbor Terrace RV Park | | Bradenton, FL | | C | | — |
| | 456 |
| | 4,410 |
| | — |
| | 5,412 |
| | 456 |
| | 9,822 |
| | 10,278 |
| | (5,142 | ) | | 1996 | | (A) |
Arbor Woods | | Ypsilanti, MI | | — | | — |
| | 3,340 |
| | 12,385 |
| | — |
| | 11,303 |
| | 3,340 |
| | 23,688 |
| | 27,028 |
| | (2,707 | ) | | 2017 | | (A) |
Archview RV Resort & Campground | | Moab, UT | | — | | — |
| | 6,289 |
| | 8,419 |
| | 5 |
| | 305 |
| | 6,294 |
| | 8,724 |
| | 15,018 |
| | (490 | ) | | 2018 | | (A) |
Ariana Village | | Lakeland, FL | | D | | 5,340 |
| | 240 |
| | 2,195 |
| | — |
| | 1,873 |
| | 240 |
| | 4,068 |
| | 4,308 |
| | (2,364 | ) | | 1994 | | (A) |
Arran Lake RV Resort & Campground | | Allenford, ON | | — | | — |
| | 1,190 |
| | 1,175 |
| | (28 | ) | (1 | ) | 387 |
| | 1,162 |
| | 1,562 |
| | 2,724 |
| | (203 | ) | | 2016 | | (A) |
Austin Lone Star RV Resort | | Austin, TX | | C | | — |
| | 630 |
| | 7,913 |
| | — |
| | 2,104 |
| | 630 |
| | 10,017 |
| | 10,647 |
| | (1,257 | ) | | 2016 | | (A) |
Autumn Ridge | | Ankeny, IA | | D | | 24,344 |
| | 890 |
| | 8,054 |
| | (33 | ) | (3 | ) | 5,835 |
| | 857 |
| | 13,889 |
| | 14,746 |
| | (7,992 | ) | | 1996 | | (A) |
Bahia Vista Estates | | Sarasota, FL | | — | | — |
| | 6,810 |
| | 17,650 |
| | — |
| | 1,804 |
| | 6,810 |
| | 19,454 |
| | 26,264 |
| | (2,277 | ) | | 2016 | | (A) |
Baker Acres RV Resort | | Zephyrhills, FL | | E | | 7,218 |
| | 2,140 |
| | 11,880 |
| | — |
| | 2,520 |
| | 2,140 |
| | 14,400 |
| | 16,540 |
| | (1,743 | ) | | 2016 | | (A) |
Beechwood (4) | | Killingworth, CT | | C | | — |
| | 7,897 |
| | 18,400 |
| | — |
| | 5 |
| | 7,897 |
| | 18,405 |
| | 26,302 |
| | (307 | ) | | 2019 | | (A) |
Bell Crossing | | Clarksville, TN | | B | | 9,425 |
| | 717 |
| | 1,916 |
| | (13 | ) | (3 | ) | 8,330 |
| | 704 |
| | 10,246 |
| | 10,950 |
| | (6,134 | ) | | 1999 | | (A&C) |
Big Timber Lake RV Camping Resort | | Cape May Court House, NJ | | A | | 10,833 |
| | 590 |
| | 21,308 |
| | — |
| | 2,195 |
| | 590 |
| | 23,503 |
| | 24,093 |
| | (5,827 | ) | | 2013 | | (A) |
Big Tree RV Resort | | Arcadia, FL | | — | | — |
| | 1,250 |
| | 13,534 |
| | — |
| | 2,627 |
| | 1,250 |
| | 16,161 |
| | 17,411 |
| | (1,991 | ) | | 2016 | | (A) |
Blazing Star | | San Antonio, TX | | C | | — |
| | 750 |
| | 6,163 |
| | — |
| | 1,764 |
| | 750 |
| | 7,927 |
| | 8,677 |
| | (2,407 | ) | | 2012 | | (A) |
Blue Heron Pines | | Punta Gorda, FL | | E | | 18,066 |
| | 410 |
| | 35,294 |
| | — |
| | 5,043 |
| | 410 |
| | 40,337 |
| | 40,747 |
| | (5,829 | ) | | 2015 | | (A&C) |
Blue Jay MH & RV Resort | | Dade City, FL | | — | | — |
| | 2,040 |
| | 9,679 |
| | — |
| | 1,703 |
| | 2,040 |
| | 11,382 |
| | 13,422 |
| | (1,343 | ) | | 2016 | | (A) |
Blue Star / Lost Dutchman MH & RV Resort | | Apache Junction, AZ | | E | | 6,406 |
| | 5,120 |
| | 12,720 |
| | — |
| | 5,627 |
| | 5,120 |
| | 18,347 |
| | 23,467 |
| | (3,497 | ) | | 2014 | | (A) |
Blueberry Hill | | Bushnell, FL | | C | | — |
| | 3,830 |
| | 3,240 |
| | — |
| | 3,646 |
| | 3,830 |
| | 6,886 |
| | 10,716 |
| | (2,285 | ) | | 2012 | | (A) |
Boulder Ridge | | Pflugerville, TX | | B | | 26,945 |
| | 1,000 |
| | 500 |
| | 3,324 |
| | 49,478 |
| | 4,324 |
| | 49,978 |
| | 54,302 |
| | (13,237 | ) | | 1998 | | (C) |
Branch Creek Estates | | Austin, TX | | D | | 23,249 |
| | 796 |
| | 3,716 |
| | — |
| | 7,047 |
| | 796 |
| | 10,763 |
| | 11,559 |
| | (6,525 | ) | | 1995 | | (A&C) |
Brentwood Estates | | Hudson, FL | | B | | 5,838 |
| | 1,150 |
| | 9,359 |
| | — |
| | 3,049 |
| | 1,150 |
| | 12,408 |
| | 13,558 |
| | (2,035 | ) | | 2015 | | (A) |
Brentwood Mobile Village | | Kentwood, MI | | E | | 10,308 |
| | 385 |
| | 3,592 |
| | — |
| | 2,004 |
| | 385 |
| | 5,596 |
| | 5,981 |
| | (3,571 | ) | | 1996 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Branch Creek Estates | | Austin, TX | | D | | 22,823 | | | 796 | | | 3,716 | | | 0 | | | 7,496 | | | 796 | | | 11,212 | | | 12,008 | | | (6,888) | | | 1995 | | (A&C) |
Brentwood Estates | | Hudson, FL | | E | | 5,721 | | | 1,150 | | | 9,359 | | | 0 | | | 3,035 | | | 1,150 | | | 12,394 | | | 13,544 | | | (2,533) | | | 2015 | | (A) |
Brentwood Mobile Village | | Kentwood, MI | | E | | 10,083 | | | 385 | | | 3,592 | | | 0 | | | 1,809 | | | 385 | | | 5,401 | | | 5,786 | | | (3,634) | | | 1996 | | (A) |
Brentwood West | | Mesa, AZ | | D | | 28,298 | | | 13,620 | | | 24,202 | | | 0 | | | 1,236 | | | 13,620 | | | 25,438 | | | 39,058 | | | (5,801) | | | 2014 | | (A) |
Broadview Estates | | Davison, MI | | A | | 4,722 | | | 749 | | | 6,089 | | | 0 | | | 18,824 | | | 749 | | | 24,913 | | | 25,662 | | | (13,373) | | | 1996 | | (A&C) |
Brook Ridge | | Hooksett, NH | | C | | 0 | | | 959 | | | 5,971 | | | 0 | | | 195 | | | 959 | | | 6,166 | | | 7,125 | | | (308) | | | 2019 | | (A) |
Brookside Mobile Home Village | | Goshen, IN | | — | | 0 | | | 260 | | | 1,080 | | | 386 | | | 20,248 | | | 646 | | | 21,328 | | | 21,974 | | | (11,038) | | | 1985 | | (A&C) |
Brookside Village | | Kentwood, MI | | D | | 6,670 | | | 170 | | | 5,564 | | | 0 | | | 455 | | | 170 | | | 6,019 | | | 6,189 | | | (1,849) | | | 2011 | | (A) |
Buena Vista | | Buckeye, AZ | | — | | 0 | | | 9,190 | | | 14,363 | | | 0 | | | 2,823 | | | 9,190 | | | 17,186 | | | 26,376 | | | (1,064) | | | 2019 | | (A) |
Buttonwood Bay MH & RV Resort | | Sebring, FL | | D | | 31,106 | | | 1,952 | | | 18,294 | | | 0 | | | 7,750 | | | 1,952 | | | 26,044 | | | 27,996 | | | (15,592) | | | 2001 | | (A) |
Byron Center Mobile Village | | Byron Center, MI | | A | | 3,180 | | | 253 | | | 2,402 | | | 0 | | | 1,919 | | | 253 | | | 4,321 | | | 4,574 | | | (2,853) | | | 1996 | | (A) |
Caliente Sands | | Cathedral City, CA | | — | | 0 | | | 1,930 | | | 6,710 | | | 0 | | | 766 | | | 1,930 | | | 7,476 | | | 9,406 | | | (880) | | | 2017 | | (A) |
Camelot Villa | | Macomb, MI | | A | | 16,159 | | | 910 | | | 21,211 | | | 0 | | | 12,379 | | | 910 | | | 33,590 | | | 34,500 | | | (9,710) | | | 2013 | | (A) |
Campers Haven RV Resort | | Dennisport, MA | | D | | 16,012 | | | 14,260 | | | 11,915 | | | 0 | | | 8,461 | | | 14,260 | | | 20,376 | | | 34,636 | | | (2,793) | | | 2016 | | (A) |
Candlelight Manor | | South Daytona, FL | | — | | 0 | | | 3,140 | | | 3,867 | | | 0 | | | 2,705 | | | 3,140 | | | 6,572 | | | 9,712 | | | (1,006) | | | 2016 | | (A) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Canyonlands RV Resort & Campground | | Moab, UT | | — | | 0 | | | 3,661 | | | 7,415 | | | 1 | | | 667 | | | 3,662 | | | 8,082 | | | 11,744 | | | (820) | | | 2018 | | (A) |
Cape Cod RV Resort(4) | | East Falmouth, MA | | — | | 0 | | | 3,677 | | | 10,829 | | | 0 | | | 188 | | | 3,677 | | | 11,017 | | | 14,694 | | | (337) | | | 2020 | | (A) |
Cape May Crossing | | Cape May, NJ | | — | | 0 | | | 270 | | | 1,693 | | | 0 | | | 494 | | | 270 | | | 2,187 | | | 2,457 | | | (336) | | | 2016 | | (A) |
Cape May KOA | | Cape May, NJ | | C | | 0 | | | 650 | | | 7,736 | | | 0 | | | 8,532 | | | 650 | | | 16,268 | | | 16,918 | | | (4,901) | | | 2013 | | (A) |
Carolina Pines RV Resort | | Longs, SC | | — | | 0 | | | 5,900 | | | 0 | | | 694 | | | 84,655 | | | 6,594 | | | 84,655 | | | 91,249 | | | (4,157) | | | 2017 | | (A&C) |
Carriage Cove | | Sanford, FL | | E | | 16,380 | | | 6,050 | | | 21,235 | | | 0 | | | 1,750 | | | 6,050 | | | 22,985 | | | 29,035 | | | (5,103) | | | 2014 | | (A) |
Carrington Pointe | | Ft. Wayne, IN | | B | | 19,775 | | | 1,076 | | | 3,632 | | | (1) | | (3) | 19,636 | | | 1,075 | | | 23,268 | | | 24,343 | | | (8,949) | | | 1997 | | (A&C) |
Castaways RV Resort & Campground | | Berlin, MD | | A | | 20,167 | | | 14,320 | | | 22,277 | | | 0 | | | 5,298 | | | 14,320 | | | 27,575 | | | 41,895 | | | (7,359) | | | 2014 | | (A&C) |
Cava Robles RV Resort | | Paso Robles, CA | | — | | 0 | | | 1,396 | | | 0 | | | 0 | | | 40,719 | | | 1,396 | | | 40,719 | | | 42,115 | | | (4,643) | | | 2014 | | (C) |
Cave Creek | | Evans, CO | | B | | 24,269 | | | 2,241 | | | 15,343 | | | 0 | | | 9,348 | | | 2,241 | | | 24,691 | | | 26,932 | | | (10,713) | | | 2004 | | (C) |
Cedar Haven(4) | | Holden, ME | | — | | 0 | | | 2,520 | | | 10,489 | | | 0 | | | 0 | | | 2,520 | | | 10,489 | | | 13,009 | | | (187) | | | 2020 | | (A) |
Cedar Springs | | Southington, CT | | C | | 0 | | | 2,899 | | | 10,253 | | | 0 | | | 304 | | | 2,899 | | | 10,557 | | | 13,456 | | | (516) | | | 2019 | | (A) |
Central Park MH & RV Resort | | Haines City, FL | | C | | 0 | | | 2,600 | | | 10,405 | | | 0 | | | 4,225 | | | 2,600 | | | 14,630 | | | 17,230 | | | (2,119) | | | 2016 | | (A) |
Cherrywood | | Clinton, NY | | C | | 0 | | | 662 | | | 9,629 | | | (135) | | (3) | 575 | | | 527 | | | 10,204 | | | 10,731 | | | (486) | | | 2019 | | (A) |
Chincoteague Island KOA RV Resort(2) | | Chincoteague, VA | | — | | 0 | | | 5,750 | | | 13,836 | | | 0 | | | 492 | | | 5,750 | | | 14,328 | | | 20,078 | | | (828) | | | 2019 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Brentwood West | | Mesa, AZ | | D | | 28,800 |
| | 13,620 |
| | 24,202 |
| | — |
| | 1,052 |
| | 13,620 |
| | 25,254 |
| | 38,874 |
| | (4,911 | ) | | 2014 | | (A) |
Broadview Estates | | Davison, MI | | A | | 4,805 |
| | 749 |
| | 6,089 |
| | — |
| | 17,136 |
| | 749 |
| | 23,225 |
| | 23,974 |
| | (12,158 | ) | | 1996 | | (A&C) |
Brook Ridge (4) | | Hooksett, NH | | C | | — |
| | 959 |
| | 5,971 |
| | — |
| | — |
| | 959 |
| | 5,971 |
| | 6,930 |
| | (100 | ) | | 2019 | | (A) |
Brookside Mobile Home Village | | Goshen, IN | | — | | — |
| | 260 |
| | 1,080 |
| | 386 |
| | 19,555 |
| | 646 |
| | 20,635 |
| | 21,281 |
| | (10,050 | ) | | 1985 | | (A&C) |
Brookside Village | | Kentwood, MI | | D | | 6,886 |
| | 170 |
| | 5,564 |
| | — |
| | 392 |
| | 170 |
| | 5,956 |
| | 6,126 |
| | (1,650 | ) | | 2011 | | (A) |
Buena Vista (4) | | Buckeye, AZ | | — | | — |
| | 9,190 |
| | 14,363 |
| | — |
| | 59 |
| | 9,190 |
| | 14,422 |
| | 23,612 |
| | (313 | ) | | 2019 | | (A) |
Buttonwood Bay MH & RV Resort | | Sebring, FL | | D | | 32,107 |
| | 1,952 |
| | 18,294 |
| | — |
| | 7,341 |
| | 1,952 |
| | 25,635 |
| | 27,587 |
| | (14,582 | ) | | 2001 | | (A) |
Byron Center Mobile Village | | Byron Center, MI | | A | | 3,235 |
| | 253 |
| | 2,402 |
| | — |
| | 1,815 |
| | 253 |
| | 4,217 |
| | 4,470 |
| | (2,684 | ) | | 1996 | | (A) |
Caliente Sands | | Cathedral City, CA | | — | | — |
| | 1,930 |
| | 6,710 |
| | — |
| | 640 |
| | 1,930 |
| | 7,350 |
| | 9,280 |
| | (612 | ) | | 2017 | | (A) |
Camelot Villa | | Macomb, MI | | A | | 16,442 |
| | 910 |
| | 21,211 |
| | — |
| | 12,349 |
| | 910 |
| | 33,560 |
| | 34,470 |
| | (8,482 | ) | | 2013 | | (A) |
Campers Haven RV Resort | | Dennisport, MA | | D | | 16,300 |
| | 14,260 |
| | 11,915 |
| | — |
| | 8,230 |
| | 14,260 |
| | 20,145 |
| | 34,405 |
| | (1,874 | ) | | 2016 | | (A) |
Candlelight Manor | | South Daytona, FL | | — | | — |
| | 3,140 |
| | 3,867 |
| | — |
| | 2,650 |
| | 3,140 |
| | 6,517 |
| | 9,657 |
| | (708 | ) | | 2016 | | (A) |
Candlelight Village | | Sauk Village, IL | | A | | 7,222 |
| | 600 |
| | 5,623 |
| | — |
| | 11,926 |
| | 600 |
| | 17,549 |
| | 18,149 |
| | (10,139 | ) | | 1996 | | (A) |
Canyonlands RV Resort & Campground | | Moab, UT | | — | | — |
| | 3,661 |
| | 7,415 |
| | 1 |
| | 519 |
| | 3,662 |
| | 7,934 |
| | 11,596 |
| | (469 | ) | | 2018 | | (A) |
Cape May Crossing | | Cape May, NJ | | — | | — |
| | 270 |
| | 1,693 |
| | — |
| | 494 |
| | 270 |
| | 2,187 |
| | 2,457 |
| | (260 | ) | | 2016 | | (A) |
Cape May KOA | | Cape May, NJ | | C | | — |
| | 650 |
| | 7,736 |
| | — |
| | 7,950 |
| | 650 |
| | 15,686 |
| | 16,336 |
| | (4,287 | ) | | 2013 | | (A) |
Carolina Pines RV Resort | | Longs, SC | | — | | — |
| | 5,900 |
| | — |
| | 694 |
| | — |
| | 6,594 |
| | 63,828 |
| | 70,422 |
| | (966 | ) | | 2017 | | (A) |
Carriage Cove | | Sanford, FL | | E | | 16,716 |
| | 6,050 |
| | 21,235 |
| | — |
| | 1,977 |
| | 6,050 |
| | 23,212 |
| | 29,262 |
| | (4,426 | ) | | 2014 | | (A) |
Carrington Pointe | | Ft. Wayne, IN | | — | | — |
| | 1,076 |
| | 3,632 |
| | (1 | ) | (3 | ) | 18,984 |
| | 1,075 |
| | 22,616 |
| | 23,691 |
| | (7,753 | ) | | 1997 | | (A&C) |
Castaways RV Resort & Campground | | Berlin, MD | | A | | 20,607 |
| | 14,320 |
| | 22,277 |
| | — |
| | 5,150 |
| | 14,320 |
| | 27,427 |
| | 41,747 |
| | (6,131 | ) | | 2014 | | (A&C) |
Cava Robles RV Resort | | Paso Robles, CA | | — | | — |
| | 1,396 |
| | — |
| | — |
| | — |
| | 1,396 |
| | 39,084 |
| | 40,480 |
| | (2,668 | ) | | 2014 | | (C) |
Cave Creek | | Evans, CO | | B | | 24,811 |
| | 2,241 |
| | 15,343 |
| | — |
| | 9,338 |
| | 2,241 |
| | 24,681 |
| | 26,922 |
| | (9,921 | ) | | 2004 | | (C) |
Cedar Springs (4) | | Southington, CT | | C | | — |
| | 2,899 |
| | 10,253 |
| | — |
| | 22 |
| | 2,899 |
| | 10,275 |
| | 13,174 |
| | (171 | ) | | 2019 | | (A) |
Central Park MH & RV Resort | | Haines City, FL | | C | | — |
| | 2,600 |
| | 10,405 |
| | — |
| | 3,507 |
| | 2,600 |
| | 13,912 |
| | 16,512 |
| | (1,525 | ) | | 2016 | | (A) |
Cherrywood (4) | | Clinton, NY | | C | | — |
| | 662 |
| | 9,629 |
| | — |
| | 57 |
| | 662 |
| | 9,686 |
| | 10,348 |
| | (160 | ) | | 2019 | | (A) |
Chisholm Point Estates | | Pflugerville, TX | | D | | 23,200 |
| | 609 |
| | 5,286 |
| | — |
| | 6,131 |
| | 609 |
| | 11,417 |
| | 12,026 |
| | (6,327 | ) | | 1995 | | (A&C) |
Chincoteague Island KOA (2) | | Chincoteague, VA | | — | | — |
| | 5,750 |
| | 13,836 |
| | — |
| | — |
| | 5,750 |
| | 13,836 |
| | 19,586 |
| | (273 | ) | | 2019 | | (A) |
Chula Vista RV Resort (2) (4) | | Chula Vista, CA | | — | | — |
| | — |
| | — |
| | — |
| | 1,125 |
| | — |
| | 1,125 |
| | 1,125 |
| | (25 | ) | | 2019 | | (A&C) |
Cider Mill Crossings | | Fenton, MI | | C | | — |
| | 520 |
| | 1,568 |
| | — |
| | 39,810 |
| | 520 |
| | 41,378 |
| | 41,898 |
| | (9,046 | ) | | 2011 | | (A&C) |
Cider Mill Village | | Middleville, MI | | A | | 4,590 |
| | 250 |
| | 3,590 |
| | — |
| | 2,621 |
| | 250 |
| | 6,211 |
| | 6,461 |
| | (2,283 | ) | | 2011 | | (A) |
Citrus Hill RV Resort | | Dade City, FL | | C | | — |
| | 1,170 |
| | 2,422 |
| | — |
| | 1,486 |
| | 1,170 |
| | 3,908 |
| | 5,078 |
| | (431 | ) | | 2016 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Chisholm Point Estates | | Pflugerville, TX | | D | | 22,791 | | | 609 | | | 5,286 | | | 0 | | | 6,800 | | | 609 | | | 12,086 | | | 12,695 | | | (6,863) | | | 1995 | | (A&C) |
Chula Vista RV Resort(2) | | Chula Vista, CA | | — | | 0 | | | 0 | | | 0 | | | 0 | | | 1,163 | | | 0 | | | 1,163 | | | 1,163 | | | (77) | | | 2019 | | (A&C) |
Cider Mill Crossings | | Fenton, MI | | C | | 0 | | | 520 | | | 1,568 | | | 0 | | | 43,345�� | | | 520 | | | 44,913 | | | 45,433 | | | (11,407) | | | 2011 | | (A&C) |
Cider Mill Village | | Middleville, MI | | A | | 4,511 | | | 250 | | | 3,590 | | | 0 | | | 2,056 | | | 250 | | | 5,646 | | | 5,896 | | | (2,260) | | | 2011 | | (A) |
Citrus Hill RV Resort | | Dade City, FL | | C | | 0 | | | 1,170 | | | 2,422 | | | 0 | | | 1,824 | | | 1,170 | | | 4,246 | | | 5,416 | | | (588) | | | 2016 | | (A) |
Clear Water Mobile Village | | South Bend, IN | | B | | 12,249 | | | 80 | | | 1,270 | | | 61 | | | 6,403 | | | 141 | | | 7,673 | | | 7,814 | | | (4,614) | | | 1986 | | (A) |
Club Naples | | Naples, FL | | C | | 0 | | | 5,780 | | | 4,952 | | | 0 | | | 3,400 | | | 5,780 | | | 8,352 | | | 14,132 | | | (3,055) | | | 2011 | | (A) |
Club Wildwood | | Hudson, FL | | E | | 22,161 | | | 14,206 | | | 21,275 | | | 0 | | | 2,972 | | | 14,206 | | | 24,247 | | | 38,453 | | | (3,541) | | | 2016 | | (A) |
Coastal Estates(9) | | Hampstead, NC | | C | | 0 | | | 3,264 | | | 6,469 | | | 0 | | | 1,784 | | | 3,264 | | | 8,253 | | | 11,517 | | | (358) | | | 2019 | | (A) |
Cobus Green Mobile Home Park | | Osceola, IN | | A | | 8,711 | | | 762 | | | 7,037 | | | 0 | | | 8,521 | | | 762 | | | 15,558 | | | 16,320 | | | (9,962) | | | 1993 | | (A) |
Colony in the Wood | | Port Orange, FL | | — | | 0 | | | 5,650 | | | 26,828 | | | 29 | | | 2,691 | | | 5,679 | | | 29,519 | | | 35,198 | | | (2,438) | | | 2017 | | (A&C) |
Comal Farms | | New Braunfels, TX | | C | | 0 | | | 1,455 | | | 1,732 | | | 0 | | | 9,575 | | | 1,455 | | | 11,307 | | | 12,762 | | | (5,697) | | | 2000 | | (A&C) |
Compass RV Resort | | St. Augustine, FL | | — | | 0 | | | 4,151 | | | 10,480 | | | 2 | | | 493 | | | 4,153 | | | 10,973 | | | 15,126 | | | (1,003) | | | 2018 | | (A) |
Costa Vista(2) | | San Diego, CA | | — | | 0 | | | 0 | | | 0 | | | 0 | | | 45,128 | | | 0 | | | 45,128 | | | 45,128 | | | (97) | | | 2019 | | (A) |
Country Acres Mobile Village | | Cadillac, MI | | A | | 4,235 | | | 380 | | | 3,495 | | | 0 | | | 3,338 | | | 380 | | | 6,833 | | | 7,213 | | | (4,564) | | | 1996 | | (A) |
Country Hills Village | | Hudsonville, MI | | A | | 5,868 | | | 340 | | | 3,861 | | | 0 | | | 531 | | | 340 | | | 4,392 | | | 4,732 | | | (1,345) | | | 2011 | | (A) |
Country Lakes | | Little River, SC | | C | | 0 | | | 1,746 | | | 5,522 | | | 0 | | | 184 | | | 1,746 | | | 5,706 | | | 7,452 | | | (280) | | | 2019 | | (A) |
Country Meadows Mobile Village | | Flat Rock, MI | | B | | 42,427 | | | 924 | | | 7,583 | | | 296 | | | 20,910 | | | 1,220 | | | 28,493 | | | 29,713 | | | (18,070) | | | 1994 | | (A&C) |
Country Meadows Village | | Caledonia, MI | | C | | 0 | | | 550 | | | 5,555 | | | 0 | | | 6,889 | | | 550 | | | 12,444 | | | 12,994 | | | (3,205) | | | 2011 | | (A&C) |
Country Squire MH & RV Resort | | Paisley, FL | | — | | 0 | | | 520 | | | 1,719 | | | 0 | | | 2,502 | | | 520 | | | 4,221 | | | 4,741 | | | (642) | | | 2016 | | (A) |
Country Village Estates | | Oregon City, OR | | — | | 0 | | | 22,020 | | | 42,615 | | | 0 | | | 580 | | | 22,020 | | | 43,195 | | | 65,215 | | | (2,280) | | | 2019 | | (A) |
Countryside Estates | | Mckean, PA | | E | | 6,514 | | | 320 | | | 11,610 | | | 0 | | | 3,021 | | | 320 | | | 14,631 | | | 14,951 | | | (3,075) | | | 2014 | | (A) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Countryside Village of Atlanta | | Lawrenceville, GA | | C | | 0 | | | 1,274 | | | 10,957 | | | 0 | | | 11,733 | | | 1,274 | | | 22,690 | | | 23,964 | | | (8,035) | | | 2004 | | (A&C) |
Countryside Village of Gwinnett | | Buford, GA | | B | | 25,950 | | | 1,124 | | | 9,539 | | | 0 | | | 2,179 | | | 1,124 | | | 11,718 | | | 12,842 | | | (5,644) | | | 2004 | | (A) |
Countryside Village of Lake Lanier | | Buford, GA | | B | | 26,622 | | | 1,916 | | | 16,357 | | | 0 | | | 7,514 | | | 1,916 | | | 23,871 | | | 25,787 | | | (12,453) | | | 2004 | | (A) |
Craigleith RV Resort & Campground | | Clarksburg, ON | | — | | 0 | | | 420 | | | 705 | | | (1) | | (1) | 723 | | | 419 | | | 1,428 | | | 1,847 | | | (166) | | | 2016 | | (A) |
Creeks Crossing(5) | | Uhland, TX | | — | | 0 | | | 3,484 | | | 2 | | | 0 | | | 3,282 | | | 3,484 | | | 3,284 | | | 6,768 | | | 0 | | | 2019 | | (C) |
Creekwood Meadows | | Burton, MI | | B | | 17,535 | | | 808 | | | 2,043 | | | 404 | | | 14,870 | | | 1,212 | | | 16,913 | | | 18,125 | | | (10,480) | | | 1997 | | (C) |
Crestwood | | Concord, NH | | C | | 0 | | | 1,849 | | | 22,367 | | | 0 | | | 300 | | | 1,849 | | | 22,667 | | | 24,516 | | | (1,125) | | | 2019 | | (A) |
Crossroads | | Aiken, SC | | C | | 0 | | | 822 | | | 3,675 | | | 0 | | | 3,833 | | | 822 | | | 7,508 | | | 8,330 | | | (794) | | | 2019 | | (A&C) |
Crown Villa RV Resort(4) | | Bend, OR | | — | | 0 | | | 4,039 | | | 13,303 | | | 0 | | | 0 | | | 4,039 | | | 13,303 | | | 17,342 | | | (244) | | | 2020 | | (A) |
Cutler Estates Mobile Village | | Grand Rapids, MI | | B | | 13,865 | | | 749 | | | 6,941 | | | 0 | | | 3,588 | | | 749 | | | 10,529 | | | 11,278 | | | (7,067) | | | 1996 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Clear Water Mobile Village | | South Bend, IN | | B | | 12,249 |
| | 80 |
| | 1,270 |
| | 61 |
| | 6,335 |
| | 141 |
| | 7,605 |
| | 7,746 |
| | (4,378 | ) | | 1986 | | (A) |
Club Naples | | Naples, FL | | C | | — |
| | 5,780 |
| | 4,952 |
| | — |
| | 3,139 |
| | 5,780 |
| | 8,091 |
| | 13,871 |
| | (2,694 | ) | | 2011 | | (A) |
Club Wildwood | | Hudson, FL | | E | | 22,629 |
| | 14,206 |
| | 21,275 |
| | — |
| | 2,133 |
| | 14,206 |
| | 23,408 |
| | 37,614 |
| | (2,690 | ) | | 2016 | | (A) |
Coastal Plantation (4) | | Hampstead, NC | | C | | — |
| | 3,264 |
| | 6,469 |
| | — |
| | 223 |
| | 3,264 |
| | 6,692 |
| | 9,956 |
| | (108 | ) | | 2019 | | (A) |
Costa Vista (4) | | San Diego, CA | | — | | — |
| | — |
| | — |
| | — |
| | 4,777 |
| | — |
| | 4,777 |
| | 4,777 |
| | — |
| | 2019 | | |
Cobus Green Mobile Home Park | | Osceola, IN | | A | | 8,864 |
| | 762 |
| | 7,037 |
| | — |
| | 8,002 |
| | 762 |
| | 15,039 |
| | 15,801 |
| | (9,274 | ) | | 1993 | | (A) |
Colony in the Wood | | Port Orange, FL | | — | | — |
| | 5,650 |
| | 26,828 |
| | 29 |
| | 2,065 |
| | 5,679 |
| | 28,893 |
| | 34,572 |
| | (1,426 | ) | | 2017 | | (A&C) |
Comal Farms | | New Braunfels, TX | | C | | — |
| | 1,455 |
| | 1,732 |
| | — |
| | 9,458 |
| | 1,455 |
| | 11,190 |
| | 12,645 |
| | (5,422 | ) | | 2000 | | (A&C) |
Compass RV Resort | | St. Augustine, FL | | — | | — |
| | 4,151 |
| | 10,480 |
| | 2 |
| | 406 |
| | 4,153 |
| | 10,886 |
| | 15,039 |
| | (593 | ) | | 2018 | | (A) |
Country Acres Mobile Village | | Cadillac, MI | | A | | 4,309 |
| | 380 |
| | 3,495 |
| | — |
| | 3,652 |
| | 380 |
| | 7,147 |
| | 7,527 |
| | (4,558 | ) | | 1996 | | (A) |
Country Hills Village | | Hudsonville, MI | | A | | 5,971 |
| | 340 |
| | 3,861 |
| | — |
| | 543 |
| | 340 |
| | 4,404 |
| | 4,744 |
| | (1,208 | ) | | 2011 | | (A) |
Country Lakes (4) | | Little River, SC | | C | | — |
| | 1,746 |
| | 5,522 |
| | — |
| | 2 |
| | 1,746 |
| | 5,524 |
| | 7,270 |
| | (92 | ) | | 2019 | | (A) |
Country Meadows Mobile Village | | Flat Rock, MI | | B | | 42,427 |
| | 924 |
| | 7,583 |
| | 296 |
| | 20,185 |
| | 1,220 |
| | 27,768 |
| | 28,988 |
| | (17,041 | ) | | 1994 | | (A&C) |
Country Meadows Village | | Caledonia, MI | | C | | — |
| | 550 |
| | 5,555 |
| | — |
| | 7,440 |
| | 550 |
| | 12,995 |
| | 13,545 |
| | (2,816 | ) | | 2011 | | (A&C) |
Country Squire MH & RV Resort | | Paisley, FL | | — | | — |
| | 520 |
| | 1,719 |
| | — |
| | 2,113 |
| | 520 |
| | 3,832 |
| | 4,352 |
| | (433 | ) | | 2016 | | (A) |
Country Village Estates (4) | | Oregon City, OR | | — | | — |
| | 22,020 |
| | 42,615 |
| | — |
| | 36 |
| | 22,020 |
| | 42,651 |
| | 64,671 |
| | (757 | ) | | 2019 | | (A) |
Countryside Estates | | Mckean, PA | | E | | 6,648 |
| | 320 |
| | 11,610 |
| | — |
| | 1,898 |
| | 320 |
| | 13,508 |
| | 13,828 |
| | (2,524 | ) | | 2014 | | (A) |
Countryside Village | | Great Falls, MT | | — | | — |
| | 430 |
| | 7,157 |
| | — |
| | 987 |
| | 430 |
| | 8,144 |
| | 8,574 |
| | (1,556 | ) | | 2014 | | (A) |
Countryside Village of Atlanta | | Lawrenceville, GA | | C | | — |
| | 1,274 |
| | 10,957 |
| | — |
| | 11,931 |
| | 1,274 |
| | 22,888 |
| | 24,162 |
| | (6,998 | ) | | 2004 | | (A&C) |
Countryside Village of Gwinnett | | Buford, GA | | A | | 9,241 |
| | 1,124 |
| | 9,539 |
| | — |
| | 1,862 |
| | 1,124 |
| | 11,401 |
| | 12,525 |
| | (5,247 | ) | | 2004 | | (A) |
Countryside Village of Lake Lanier | | Buford, GA | | B | | 27,216 |
| | 1,916 |
| | 16,357 |
| | — |
| | 7,921 |
| | 1,916 |
| | 24,278 |
| | 26,194 |
| | (11,963 | ) | | 2004 | | (A) |
Craigleith RV Resort & Campground | | Clarksburg, ON | | — | | — |
| | 420 |
| | 705 |
| | (10 | ) | (1 | ) | 671 |
| | 410 |
| | 1,376 |
| | 1,786 |
| | (118 | ) | | 2016 | | (A) |
Creeks Crossing (4) (5) | | Uhland, TX | | — | | — |
| | 3,484 |
| | 2 |
| | — |
| | — |
| | 3,484 |
| | 2 |
| | 3,486 |
| | — |
| | 2019 | | (C) |
Creekwood Meadows | | Burton, MI | | A | | 3,124 |
| | 808 |
| | 2,043 |
| | 404 |
| | 14,561 |
| | 1,212 |
| | 16,604 |
| | 17,816 |
| | (9,889 | ) | | 1997 | | (C) |
Crestwood (4) | | Concord, NH | | C | | — |
| | 1,849 |
| | 22,367 |
| | — |
| | 39 |
| | 1,849 |
| | 22,406 |
| | 24,255 |
| | (373 | ) | | 2019 | | (A) |
Crossroads (4) | | Aiken, SC | | C | | — |
| | 822 |
| | 3,675 |
| | — |
| | 69 |
| | 822 |
| | 3,744 |
| | 4,566 |
| | (210 | ) | | 2019 | | (A&C) |
Cutler Estates Mobile Village | | Grand Rapids, MI | | B | | 14,175 |
| | 749 |
| | 6,941 |
| | — |
| | 3,741 |
| | 749 |
| | 10,682 |
| | 11,431 |
| | (6,871 | ) | | 1996 | | (A) |
Cypress Greens | | Lake Alfred, FL | | E | | 7,498 |
| | 960 |
| | 17,518 |
| | — |
| | 2,295 |
| | 960 |
| | 19,813 |
| | 20,773 |
| | (3,021 | ) | | 2015 | | (A) |
Daytona Beach RV Resort | | Port Orange, FL | | C | | — |
| | 2,300 |
| | 7,158 |
| | — |
| | 3,930 |
| | 2,300 |
| | 11,088 |
| | 13,388 |
| | (1,266 | ) | | 2016 | | (A) |
Deep Run (4) | | Cream Ridge, NJ | | C | | — |
| | 2,020 |
| | 13,053 |
| | — |
| | 3 |
| | 2,020 |
| | 13,056 |
| | 15,076 |
| | (218 | ) | | 2019 | | (A) |
Deer Lake RV Resort & Campground | | Huntsville, ON | | — | | — |
| | 2,830 |
| | 4,260 |
| | (67 | ) | (1 | ) | 666 |
| | 2,763 |
| | 4,926 |
| | 7,689 |
| | (590 | ) | | 2016 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Cypress Greens | | Lake Alfred, FL | | E | | 7,349 | | | 960 | | | 17,518 | | | 0 | | | 2,085 | | | 960 | | | 19,603 | | | 20,563 | | | (3,647) | | | 2015 | | (A) |
Daytona Beach RV Resort | | Port Orange, FL | | C | | 0 | | | 2,300 | | | 7,158 | | | 0 | | | 4,568 | | | 2,300 | | | 11,726 | | | 14,026 | | | (1,741) | | | 2016 | | (A) |
Deep Run | | Cream Ridge, NJ | | C | | 0 | | | 2,020 | | | 13,053 | | | 0 | | | 221 | | | 2,020 | | | 13,274 | | | 15,294 | | | (662) | | | 2019 | | (A) |
Deer Lake RV Resort & Campground | | Huntsville, ON | | — | | 0 | | | 2,830 | | | 4,260 | | | (7) | | (1) | 828 | | | 2,823 | | | 5,088 | | | 7,911 | | | (800) | | | 2016 | | (A) |
Deerfield Run | | Anderson, IN | | — | | 0 | | | 990 | | | 1,607 | | | 0 | | | 7,069 | | | 990 | | | 8,676 | | | 9,666 | | | (4,797) | | | 1999 | | (A&C) |
Deerwood | | Orlando, FL | | D | | 37,461 | | | 6,920 | | | 37,593 | | | 0 | | | 5,187 | | | 6,920 | | | 42,780 | | | 49,700 | | | (8,438) | | | 2015 | | (A) |
Desert Harbor | | Apache Junction, AZ | | E | | 10,996 | | | 3,940 | | | 14,891 | | | 0 | | | 456 | | | 3,940 | | | 15,347 | | | 19,287 | | | (3,436) | | | 2014 | | (A) |
Driftwood RV Resort & Campground | | Clermont, NJ | | D | | 16,731 | | | 1,450 | | | 29,851 | | | 0 | | | 3,396 | | | 1,450 | | | 33,247 | | | 34,697 | | | (8,254) | | | 2014 | | (A) |
Dunedin RV Resort | | Dunedin, FL | | E | | 9,843 | | | 4,400 | | | 16,923 | | | 0 | | | 2,913 | | | 4,400 | | | 19,836 | | | 24,236 | | | (3,153) | | | 2016 | | (A) |
Dutton Mill Village | | Caledonia, MI | | A | | 8,939 | | | 370 | | | 8,997 | | | 0 | | | 2,120 | | | 370 | | | 11,117 | | | 11,487 | | | (3,726) | | | 2011 | | (A) |
Eagle Crest | | Firestone, CO | | D | | 31,603 | | | 2,015 | | | 150 | | | 0 | | | 30,892 | | | 2,015 | | | 31,042 | | | 33,057 | | | (17,654) | | | 1998 | | (C) |
East Fork Crossing | | Batavia, OH | | C | | 0 | | | 1,280 | | | 6,302 | | | 0 | | | 18,551 | | | 1,280 | | | 24,853 | | | 26,133 | | | (13,008) | | | 2000 | | (A&C) |
East Village Estates | | Washington Twp, MI | | A | | 18,607 | | | 1,410 | | | 25,413 | | | 0 | | | 5,748 | | | 1,410 | | | 31,161 | | | 32,571 | | | (9,504) | | | 2012 | | (A) |
Egelcraft | | Muskegon, MI | | D | | 18,849 | | | 690 | | | 22,596 | | | 0 | | | 2,771 | | | 690 | | | 25,367 | | | 26,057 | | | (6,015) | | | 2014 | | (A) |
El Capitan Canyon(4) | | Goleta, CA | | — | | 0 | | | 42,077 | | | 6,767 | | | 0 | | | 29 | | | 42,077 | | | 6,796 | | | 48,873 | | | (196) | | | 2020 | | (A) |
Ellenton Gardens RV Resort | | Ellenton, FL | | E | | 4,610 | | | 2,130 | | | 7,755 | | | 0 | | | 3,027 | | | 2,130 | | | 10,782 | | | 12,912 | | | (1,713) | | | 2016 | | (A) |
Emerald Coast MH & RV Resort(2) | | Panama City Beach, FL | | D | | 14,984 | | | 10,330 | | | 9,070 | | | 0 | | | 983 | | | 10,330 | | | 10,053 | | | 20,383 | | | (1,253) | | | 2017 | | (A) |
Fairfield Village | | Ocala, FL | | B | | 10,518 | | | 1,160 | | | 18,673 | | | 0 | | | 1,218 | | | 1,160 | | | 19,891 | | | 21,051 | | | (3,715) | | | 2015 | | (A) |
Farmwood Village | | Dover, NH | | C | | 0 | | | 1,232 | | | 12,348 | | | 0 | | | 269 | | | 1,232 | | | 12,617 | | | 13,849 | | | (624) | | | 2019 | | (A) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Fisherman’s Cove | | Flint Twp, MI | | A | | 4,702 | | | 380 | | | 3,438 | | | 0 | | | 4,524 | | | 380 | | | 7,962 | | | 8,342 | | | (5,506) | | | 1993 | | (A) |
Flamingo Lake RV Resort(4) | | Jacksonville, FL | | — | | 0 | | | 4,580 | | | 31,866 | | | 0 | | | 105 | | | 4,580 | | | 31,971 | | 36551 | 36,551 | | | (566) | | | 2020 | | (A) |
Forest Hill | | Southington, CT | | C | | 0 | | | 5,170 | | | 10,775 | | | 0 | | | 863 | | | 5,170 | | | 11,638 | | | 16,808 | | | (553) | | | 2019 | | (A) |
Forest Meadows | | Philomath, OR | | A | | 2,465 | | | 1,031 | | | 2,050 | | | 0 | | | 1,071 | | | 1,031 | | | 3,121 | | | 4,152 | | | (1,607) | | | 1999 | | (A) |
Forest Springs(4) | | Grass Valley, CA | | — | | 0 | | | 9,280 | | | 43,691 | | | 0 | | | 49 | | | 9,280 | | | 43,740 | | | 53,020 | | | (804) | | | 2020 | | (A) |
Forest View | | Homosassa, FL | | — | | 0 | | | 1,330 | | | 22,056 | | | 0 | | | 1,307 | | | 1,330 | | | 23,363 | | | 24,693 | | | (4,450) | | | 2015 | | (A) |
Fort Tatham RV Resort & Campground | | Sylva, NC | | — | | 0 | | | 110 | | | 760 | | | 0 | | | 950 | | | 110 | | | 1,710 | | | 1,820 | | | (279) | | | 2016 | | (A) |
Fort Whaley RV Resort & Campground | | Whaleyville, MD | | C | | 0 | | | 510 | | | 5,194 | | | 0 | | | 16,527 | | | 510 | | | 21,721 | | | 22,231 | | | (2,199) | | | 2015 | | (A) |
Four Seasons | | Elkhart, IN | | B | | 11,199 | | | 500 | | | 4,811 | | | 0 | | | 3,885 | | | 500 | | | 8,696 | | | 9,196 | | | (4,652) | | | 2000 | | (A) |
Frenchtown Villa / Elizabeth Woods | | Newport, MI | | E | | 28,743 | | | 1,450 | | | 52,327 | | | 0 | | | 33,928 | | | 1,450 | | | 86,255 | | | 87,705 | | | (18,795) | | | 2014 | | (A&C) |
Friendly Village of La Habra | | La Habra, CA | | D | | 32,434 | | | 26,956 | | | 25,202 | | | 0 | | | 1,469 | | | 26,956 | | | 26,671 | | | 53,627 | | | (4,294) | | | 2016 | | (A) |
Friendly Village of Modesto | | Modesto, CA | | D | | 16,854 | | | 6,260 | | | 20,885 | | | 0 | | | 1,496 | | | 6,260 | | | 22,381 | | | 28,641 | | | (3,389) | | | 2016 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Deerfield Run | | Anderson, IN | | — | | — |
| | 990 |
| | 1,607 |
| | — |
| | 6,918 |
| | 990 |
| | 8,525 |
| | 9,515 |
| | (4,422 | ) | | 1999 | | (A&C) |
Deerwood | | Orlando, FL | | D | | 38,125 |
| | 6,920 |
| | 37,593 |
| | — |
| | 5,017 |
| | 6,920 |
| | 42,610 |
| | 49,530 |
| | (6,856 | ) | | 2015 | | (A) |
Desert Harbor | | Apache Junction, AZ | | E | | 11,222 |
| | 3,940 |
| | 14,891 |
| | — |
| | 350 |
| | 3,940 |
| | 15,241 |
| | 19,181 |
| | (2,904 | ) | | 2014 | | (A) |
Driftwood RV Resort & Campground | | Clermont, NJ | | D | | 17,328 |
| | 1,450 |
| | 29,851 |
| | — |
| | 3,134 |
| | 1,450 |
| | 32,985 |
| | 34,435 |
| | (6,962 | ) | | 2014 | | (A) |
Dunedin RV Resort | | Dunedin, FL | | E | | 10,051 |
| | 4,400 |
| | 16,923 |
| | — |
| | 2,782 |
| | 4,400 |
| | 19,705 |
| | 24,105 |
| | (2,396 | ) | | 2016 | | (A) |
Dutton Mill Village | | Caledonia, MI | | A | | 9,096 |
| | 370 |
| | 8,997 |
| | — |
| | 2,035 |
| | 370 |
| | 11,032 |
| | 11,402 |
| | (3,302 | ) | | 2011 | | (A) |
Eagle Crest | | Firestone, CO | | D | | 32,194 |
| | 2,015 |
| | 150 |
| | — |
| | 30,738 |
| | 2,015 |
| | 30,888 |
| | 32,903 |
| | (16,620 | ) | | 1998 | | (C) |
East Fork Crossing | | Batavia, OH | | C | | — |
| | 1,280 |
| | 6,302 |
| | — |
| | 18,904 |
| | 1,280 |
| | 25,206 |
| | 26,486 |
| | (11,822 | ) | | 2000 | | (A&C) |
East Village Estates | | Washington Twp, MI | | A | | 19,058 |
| | 1,410 |
| | 25,413 |
| | — |
| | 5,245 |
| | 1,410 |
| | 30,658 |
| | 32,068 |
| | (8,385 | ) | | 2012 | | (A) |
Egelcraft | | Muskegon, MI | | D | | 19,195 |
| | 690 |
| | 22,596 |
| | — |
| | 2,713 |
| | 690 |
| | 25,309 |
| | 25,999 |
| | (5,026 | ) | | 2014 | | (A) |
Ellenton Gardens RV Resort | | Ellenton, FL | | E | | 4,710 |
| | 2,130 |
| | 7,755 |
| | — |
| | 2,660 |
| | 2,130 |
| | 10,415 |
| | 12,545 |
| | (1,268 | ) | | 2016 | | (A) |
Emerald Coast MH & RV Resort (2) | | Panama City Beach, FL | | D | | 15,250 |
| | 10,330 |
| | 9,070 |
| | — |
| | 638 |
| | 10,330 |
| | 9,708 |
| | 20,038 |
| | (886 | ) | | 2017 | | (A) |
Fairfield Village | | Ocala, FL | | B | | 10,714 |
| | 1,160 |
| | 18,673 |
| | — |
| | 749 |
| | 1,160 |
| | 19,422 |
| | 20,582 |
| | (3,002 | ) | | 2015 | | (A) |
Farmwood Village (4) | | Dover, NH | | C | | — |
| | 1,232 |
| | 12,348 |
| | — |
| | 7 |
| | 1,232 |
| | 12,355 |
| | 13,587 |
| | (206 | ) | | 2019 | | (A) |
Fiesta Village MH & RV Resort | | Mesa, AZ | | — | | — |
| | 2,830 |
| | 4,475 |
| | — |
| | 1,523 |
| | 2,830 |
| | 5,998 |
| | 8,828 |
| | (1,128 | ) | | 2014 | | (A) |
Fisherman’s Cove | | Flint Twp, MI | | A | | 4,784 |
| | 380 |
| | 3,438 |
| | — |
| | 4,395 |
| | 380 |
| | 7,833 |
| | 8,213 |
| | (5,276 | ) | | 1993 | | (A) |
Forest Hill (4) | | Southington, CT | | C | | — |
| | 5,170 |
| | 10,775 |
| | — |
| | 17 |
| | 5,170 |
| | 10,792 |
| | 15,962 |
| | (180 | ) | | 2019 | | (A) |
Forest Meadows | | Philomath, OR | | A | | 2,508 |
| | 1,031 |
| | 2,050 |
| | — |
| | 754 |
| | 1,031 |
| | 2,804 |
| | 3,835 |
| | (1,519 | ) | | 1999 | | (A) |
Forest View | | Homosassa, FL | | — | | — |
| | 1,330 |
| | 22,056 |
| | — |
| | 1,239 |
| | 1,330 |
| | 23,295 |
| | 24,625 |
| | (3,597 | ) | | 2015 | | (A) |
Fort Tatham RV Resort & Campground | | Sylva, NC | | — | | — |
| | 110 |
| | 760 |
| | — |
| | 946 |
| | 110 |
| | 1,706 |
| | 1,816 |
| | (206 | ) | | 2016 | | (A) |
Fort Whaley RV Resort & Campground | | Whaleyville, MD | | C | | — |
| | 510 |
| | 5,194 |
| | — |
| | 8,817 |
| | 510 |
| | 14,011 |
| | 14,521 |
| | (1,479 | ) | | 2015 | | (A) |
Four Seasons | | Elkhart, IN | | A | | 3,984 |
| | 500 |
| | 4,811 |
| | — |
| | 3,479 |
| | 500 |
| | 8,290 |
| | 8,790 |
| | (4,263 | ) | | 2000 | | (A) |
Frenchtown Villa / Elizabeth Woods | | Newport, MI | | E | | 29,333 |
| | 1,450 |
| | 52,327 |
| | — |
| | 28,838 |
| | 1,450 |
| | 81,165 |
| | 82,615 |
| | (14,657 | ) | | 2014 | | (A&C) |
Friendly Village of La Habra | | La Habra, CA | | D | | 33,205 |
| | 26,956 |
| | 25,202 |
| | — |
| | 1,403 |
| | 26,956 |
| | 26,605 |
| | 53,561 |
| | (3,323 | ) | | 2016 | | (A) |
Friendly Village of Modesto | | Modesto, CA | | D | | 17,244 |
| | 6,260 |
| | 20,885 |
| | — |
| | 1,630 |
| | 6,260 |
| | 22,515 |
| | 28,775 |
| | (2,645 | ) | | 2016 | | (A) |
Friendly Village of Simi | | Simi Valley, CA | | D | | 16,928 |
| | 14,906 |
| | 15,986 |
| | — |
| | 975 |
| | 14,906 |
| | 16,961 |
| | 31,867 |
| | (2,062 | ) | | 2016 | | (A) |
Friendly Village of West Covina | | West Covina, CA | | D | | 13,022 |
| | 14,520 |
| | 5,221 |
| | — |
| | 930 |
| | 14,520 |
| | 6,151 |
| | 20,671 |
| | (776 | ) | | 2016 | | (A) |
Frontier Town RV Resort & Campground | | Berlin, MD | | C | | — |
| | 18,960 |
| | 43,166 |
| | — |
| | 28,633 |
| | 18,960 |
| | 71,799 |
| | 90,759 |
| | (8,946 | ) | | 2015 | | (A) |
Glen Ellis Family Campground (4) | | Glen, NH | | D | | 3,900 |
| | 448 |
| | 5,798 |
| | — |
| | 1,511 |
| | 448 |
| | 7,309 |
| | 7,757 |
| | (104 | ) | | 2019 | | (A) |
Glen Haven RV Resort | | Zephyrhills, FL | | E | | 5,322 |
| | 1,980 |
| | 8,373 |
| | — |
| | 1,454 |
| | 1,980 |
| | 9,827 |
| | 11,807 |
| | (1,248 | ) | | 2016 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Friendly Village of Simi | | Simi Valley, CA | | D | | 16,535 | | | 14,906 | | | 15,986 | | | 0 | | | 1,002 | | | 14,906 | | | 16,988 | | | 31,894 | | | (2,661) | | | 2016 | | (A) |
Friendly Village of West Covina | | West Covina, CA | | D | | 12,719 | | | 14,520 | | | 5,221 | | | 0 | | | 979 | | | 14,520 | | | 6,200 | | | 20,720 | | | (1,013) | | | 2016 | | (A) |
Frontier Town RV Resort & Campground | | Berlin, MD | | C | | 0 | | | 18,960 | | | 43,166 | | | 0 | | | 32,642 | | | 18,960 | | | 75,808 | | | 94,768 | | | (12,034) | | | 2015 | | (A) |
Gig Harbor RV Resort(4) | | Gig Harbor, WA | | — | | 0 | | | 3,430 | | | 11,930 | | | 0 | | | 0 | | | 3,430 | | | 11,930 | | | 15,360 | | | (217) | | | 2020 | | (A) |
Glen Ellis Family Campground | | Glen, NH | | D | | 5,683 | | | 448 | | | 5,798 | | | 0 | | | 5,282 | | | 448 | | | 11,080 | | | 11,528 | | | (432) | | | 2019 | | (A) |
Glen Haven RV Resort | | Zephyrhills, FL | | E | | 5,208 | | | 1,980 | | | 8,373 | | | 0 | | | 1,672 | | | 1,980 | | | 10,045 | | | 12,025 | | | (1,610) | | | 2016 | | (A) |
Glen Laurel | | Concord, NC | | C | | 0 | | | 1,641 | | | 453 | | | 0 | | | 11,783 | | | 1,641 | | | 12,236 | | | 13,877 | | | (7,063) | | | 2001 | | (A&C) |
Gold Coaster MH & RV Resort | | Homestead, FL | | A | | 13,196 | | | 446 | | | 4,234 | | | 172 | | | 6,524 | | | 618 | | | 10,758 | | | 11,376 | | | (5,847) | | | 1997 | | (A) |
Grand Bay | | Dunedin, FL | | — | | 0 | | | 3,460 | | | 6,314 | | | (3,086) | | (3) | 1,197 | | | 374 | | | 7,511 | | | 7,885 | | | (1,135) | | | 2016 | | (A) |
Grand Lakes RV Resort | | Citra, FL | | C | | 0 | | | 5,280 | | | 4,501 | | | (1,820) | | (3) | 4,964 | | | 3,460 | | | 9,465 | | | 12,925 | | | (3,103) | | | 2012 | | (A) |
Grand Mobile Estates | | Grand Rapids, MI | | B | | 9,370 | | | 374 | | | 3,587 | | | 4,998 | | | 4,891 | | | 5,372 | | | 8,478 | | | 13,850 | | | (4,293) | | | 1996 | | (A) |
Grand Oaks RV Resort & Campground | | Cayuga, ON | | — | | 0 | | | 970 | | | 4,220 | | | (3) | | (1) | 2,554 | | | 967 | | | 6,774 | | | 7,741 | | | (926) | | | 2016 | | (A) |
Grove Beach | | Westbrook, CT | | C | | 0 | | | 1,221 | | | 10,225 | | | 0 | | | 61 | | | 1,221 | | | 10,286 | | | 11,507 | | | (513) | | | 2019 | | (A) |
Grove Ridge RV Resort | | Dade City, FL | | E | | 3,260 | | | 1,290 | | | 5,387 | | | 0 | | | 2,162 | | | 1,290 | | | 7,549 | | | 8,839 | | | (1,189) | | | 2016 | | (A) |
Groves RV Resort | | Ft. Myers, FL | | B | | 16,063 | | | 249 | | | 2,396 | | | 0 | | | 4,523 | | | 249 | | | 6,919 | | | 7,168 | | | (3,513) | | | 1997 | | (A) |
Gulfstream Harbor | | Orlando, FL | | — | | 0 | | | 14,510 | | | 78,930 | | | 0 | | | 5,703 | | | 14,510 | | | 84,633 | | | 99,143 | | | (15,937) | | | 2015 | | (A) |
Gulliver’s Lake RV Resort & Campground | | Millgrove, ON | | — | | 0 | | | 2,950 | | | 2,950 | | | (8) | | (1) | 1,292 | | | 2,942 | | | 4,242 | | | 7,184 | | | (615) | | | 2016 | | (A) |
Gwynn’s Island RV Resort & Campground | | Gwynn, VA | | C | | 0 | | | 760 | | | 595 | | | 0 | | | 1,842 | | | 760 | | | 2,437 | | | 3,197 | | | (785) | | | 2013 | | (A) |
Hacienda Del Rio | | Edgewater, FL | | — | | 0 | | | 33,309 | | | 80,310 | | | 0 | | | 2,707 | | | 33,309 | | | 83,017 | | | 116,326 | | | (4,255) | | | 2019 | | (A) |
Hamlin | | Webberville, MI | | B | | 10,486 | | | 125 | | | 1,675 | | | 536 | | | 13,242 | | | 661 | | | 14,917 | | | 15,578 | | | (7,882) | | | 1984 | | (A&C) |
Hancock Heights Estates(4) | | Hancock, ME | | — | | 0 | | | 750 | | | 9,381 | | | 0 | | | 0 | | | 750 | | | 9,381 | | | 10,131 | | | (165) | | | 2020 | | (A) |
Hannah Village | | Lebanon, NH | | C | | 0 | | | 365 | | | 4,705 | | | 0 | | | 65 | | | 365 | | | 4,770 | | | 5,135 | | | (240) | | | 2019 | | (A) |
Hemlocks | | Tilton, NH | | C | | 0 | | | 1,016 | | | 7,151 | | | 0 | | | 140 | | | 1,016 | | | 7,291 | | | 8,307 | | | (367) | | | 2019 | | (A) |
Heritage | | Temecula, CA | | D | | 12,901 | | | 13,200 | | | 7,877 | | | 0 | | | 1,123 | | | 13,200 | | | 9,000 | | | 22,200 | | | (1,443) | | | 2016 | | (A) |
Hickory Hills Village | | Battle Creek, MI | | — | | 0 | | | 760 | | | 7,697 | | | 0 | | | 2,389 | | | 760 | | | 10,086 | | | 10,846 | | | (3,548) | | | 2011 | | (A) |
Hid'n Pines RV Resort | | Old Orchard Beach, ME | | — | | 0 | | | 1,956 | | | 10,020 | | | 0 | | | 988 | | | 1,956 | | | 11,008 | | | 12,964 | | | (619) | | | 2019 | | (A) |
Hidden Ridge RV Resort | | Hopkins, MI | | C | | 0 | | | 440 | | | 893 | | | 0 | | | 4,584 | | | 440 | | | 5,477 | | | 5,917 | | | (1,136) | | | 2011 | | (A) |
Hidden River RV Resort | | Riverview, FL | | C | | 0 | | | 3,950 | | | 6,376 | | | 0 | | | 5,669 | | | 3,950 | | | 12,045 | | | 15,995 | | | (1,703) | | | 2016 | | (A) |
Hidden Valley RV Resort & Campground | | Normandale, ON | | — | | 0 | | | 2,610 | | | 4,170 | | | (7) | | (1) | 2,005 | | | 2,603 | | | 6,175 | | | 8,778 | | | (890) | | | 2016 | | (A) |
High Point Park | | Frederica, DE | | — | | 0 | | | 898 | | | 7,031 | | | (42) | | (3) | 7,616 | | | 856 | | | 14,647 | | | 15,503 | | | (7,321) | | | 1997 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Glen Laurel | | Concord, NC | | C | | — |
| | 1,641 |
| | 453 |
| | — |
| | 12,562 |
| | 1,641 |
| | 13,015 |
| | 14,656 |
| | (7,063 | ) | | 2001 | | (A&C) |
Gold Coaster MH & RV Resort | | Homestead, FL | | A | | 13,427 |
| | 446 |
| | 4,234 |
| | 172 |
| | 6,658 |
| | 618 |
| | 10,892 |
| | 11,510 |
| | (5,560 | ) | | 1997 | | (A) |
Grand Bay | | Dunedin, FL | | B | | 9,580 |
| | 3,460 |
| | 6,314 |
| | (3,086 | ) | (3 | ) | 1,466 |
| | 374 |
| | 7,780 |
| | 8,154 |
| | (4,127 | ) | | 2016 | | (A) |
Grand Lakes RV Resort | | Citra, FL | | — | | — |
| | 5,280 |
| | 4,501 |
| | (1,820 | ) | (3 | ) | 4,923 |
| | 3,460 |
| | 9,424 |
| | 12,884 |
| | (1,313 | ) | | 2012 | | (A) |
Grand Mobile Estates | | Grand Rapids, MI | | C | | — |
| | 374 |
| | 3,587 |
| | 4,906 |
| | 4,043 |
| | 5,280 |
| | 7,630 |
| | 12,910 |
| | (2,174 | ) | | 1996 | | (A) |
Grand Oaks RV Resort & Campground | | Cayuga, ON | | — | | — |
| | 970 |
| | 4,220 |
| | (23 | ) | (1 | ) | 2,396 |
| | 947 |
| | 6,616 |
| | 7,563 |
| | (618 | ) | | 2016 | | (A) |
Grove Beach (4) | | Westbrook, CT | | C | | — |
| | 1,221 |
| | 10,225 |
| | — |
| | 22 |
| | 1,221 |
| | 10,247 |
| | 11,468 |
| | (170 | ) | | 2019 | | (A) |
Grove Ridge RV Resort | | Dade City, FL | | E | | 3,331 |
| | 1,290 |
| | 5,387 |
| | — |
| | 1,926 |
| | 1,290 |
| | 7,313 |
| | 8,603 |
| | (894 | ) | | 2016 | | (A) |
Groves RV Resort | | Ft. Myers, FL | | A | | 6,108 |
| | 249 |
| | 2,396 |
| | — |
| | 4,215 |
| | 249 |
| | 6,611 |
| | 6,860 |
| | (3,179 | ) | | 1997 | | (A) |
Gulfstream Harbor | | Orlando, FL | | — | | — |
| | 14,510 |
| | 78,930 |
| | — |
| | 5,464 |
| | 14,510 |
| | 84,394 |
| | 98,904 |
| | (13,105 | ) | | 2015 | | (A) |
Gulliver’s Lake RV Resort & Campground | | Millgrove, ON | | — | | — |
| | 2,950 |
| | 2,950 |
| | (70 | ) | (1 | ) | 1,044 |
| | 2,880 |
| | 3,994 |
| | 6,874 |
| | (432 | ) | | 2016 | | (A) |
Gwynn’s Island RV Resort & Campground | | Gwynn, VA | | C | | — |
| | 760 |
| | 595 |
| | — |
| | 1,778 |
| | 760 |
| | 2,373 |
| | 3,133 |
| | (690 | ) | | 2013 | | (A) |
Hacienda Del Rio (4) | | Edgewater, FL | | — | | — |
| | 33,309 |
| | 80,310 |
| | — |
| | 437 |
| | 33,309 |
| | 80,747 |
| | 114,056 |
| | (1,411 | ) | | 2019 | | (A) |
Hamlin | | Webberville, MI | | B | | 10,720 |
| | 125 |
| | 1,675 |
| | 536 |
| | 12,949 |
| | 661 |
| | 14,624 |
| | 15,285 |
| | (7,220 | ) | | 1984 | | (A&C) |
Hannah Village (4) | | Lebanon, NH | | C | | — |
| | 365 |
| | 4,705 |
| | — |
| | — |
| | 365 |
| | 4,705 |
| | 5,070 |
| | (78 | ) | | 2019 | | (A) |
Hemlocks (4) | | Tilton, NH | | C | | — |
| | 1,016 |
| | 7,151 |
| | — |
| | 4 |
| | 1,016 |
| | 7,155 |
| | 8,171 |
| | (119 | ) | | 2019 | | (A) |
Heritage | | Temecula, CA | | D | | 13,208 |
| | 13,200 |
| | 7,877 |
| | — |
| | 1,090 |
| | 13,200 |
| | 8,967 |
| | 22,167 |
| | (1,115 | ) | | 2016 | | (A) |
Hickory Hills Village | | Battle Creek, MI | | — | | — |
| | 760 |
| | 7,697 |
| | — |
| | 2,441 |
| | 760 |
| | 10,138 |
| | 10,898 |
| | (3,357 | ) | | 2011 | | (A) |
Hid'n Pines RV Resort (4) | | Old Orchard Beach, ME | | 0 | | — |
| | 1,956 |
| | 10,020 |
| | — |
| | 215 |
| | 1,956 |
| | 10,235 |
| | 12,191 |
| | (197 | ) | | 2019 | | (A) |
Hidden Ridge RV Resort | | Hopkins, MI | | C | | — |
| | 440 |
| | 893 |
| | — |
| | 3,788 |
| | 440 |
| | 4,681 |
| | 5,121 |
| | (1,209 | ) | | 2011 | | (A) |
Hidden River RV Resort | | Riverview, FL | | C | | — |
| | 3,950 |
| | 6,376 |
| | — |
| | 2,988 |
| | 3,950 |
| | 9,364 |
| | 13,314 |
| | (1,038 | ) | | 2016 | | (A) |
Hidden Valley RV Resort & Campground | | Normandale, ON | | — | | — |
| | 2,610 |
| | 4,170 |
| | (62 | ) | (1 | ) | 1,763 |
| | 2,548 |
| | 5,933 |
| | 8,481 |
| | (655 | ) | | 2016 | | (A) |
High Point Park | | Frederica, DE | | 0 | | — |
| | 898 |
| | 7,031 |
| | (42 | ) | (3 | ) | 7,715 |
| | 856 |
| | 14,746 |
| | 15,602 |
| | (7,216 | ) | | 1997 | | (A) |
Hill Country Cottage and RV Resort | | New Braunfels, TX | | C | | — |
| | 3,790 |
| | 27,200 |
| | — |
| | 3,239 |
| | 3,790 |
| | 30,439 |
| | 34,229 |
| | (4,246 | ) | | 2016 | | (A&C) |
Hillcrest (4) | | Uncasville, CT | | C | | — |
| | 10,670 |
| | 9,607 |
| | — |
| | 4 |
| | 10,670 |
| | 9,611 |
| | 20,281 |
| | (160 | ) | | 2019 | | (A) |
Holiday West Village | | Holland, MI | | B | | 14,109 |
| | 340 |
| | 8,067 |
| | — |
| | 556 |
| | 340 |
| | 8,623 |
| | 8,963 |
| | (2,477 | ) | | 2011 | | (A) |
Holly Forest Estates | | Holly Hill, FL | | D | | 24,733 |
| | 920 |
| | 8,376 |
| | — |
| | 1,194 |
| | 920 |
| | 9,570 |
| | 10,490 |
| | (6,623 | ) | | 1997 | | (A) |
Holly Village / Hawaiian Gardens | | Holly, MI | | B | | 19,865 |
| | 1,514 |
| | 13,596 |
| | — |
| | 7,455 |
| | 1,514 |
| | 21,051 |
| | 22,565 |
| | (9,310 | ) | | 2004 | | (A) |
Homosassa River RV Resort | | Homosassa Springs, FL | | C | | — |
| | 1,520 |
| | 5,020 |
| | — |
| | 2,693 |
| | 1,520 |
| | 7,713 |
| | 9,233 |
| | (882 | ) | | 2016 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Highland Green Estates(4) | | Highland, MI | | — | | 0 | | | 3,109 | | | 38,038 | | | 0 | | | 88 | | | 3,109 | | | 38,126 | | | 41,235 | | | (696) | | | 2020 | | (A) |
Hill Country Cottage and RV Resort | | New Braunfels, TX | | C | | 0 | | | 3,790 | | | 27,200 | | | 0 | | | 3,995 | | | 3,790 | | | 31,195 | | | 34,985 | | | (5,482) | | | 2016 | | (A&C) |
Hillcrest | | Uncasville, CT | | C | | 0 | | | 10,670 | | | 9,607 | | | 0 | | | 774 | | | 10,670 | | | 10,381 | | | 21,051 | | | (489) | | | 2019 | | (A) |
Holiday Park Estates(4) | | Bangor, ME | | B | | 8,800 | | | 1,125 | | | 13,940 | | | 0 | | | 0 | | | 1,125 | | | 13,940 | | | 15,065 | | | (249) | | | 2020 | | (A) |
Holiday West Village | | Holland, MI | | B | | 13,800 | | | 340 | | | 8,067 | | | 0 | | | 460 | | | 340 | | | 8,527 | | | 8,867 | | | (2,690) | | | 2011 | | (A) |
Holly Forest Estates | | Holly Hill, FL | | D | | 24,279 | | | 920 | | | 8,376 | | | 0 | | | 1,289 | | | 920 | | | 9,665 | | | 10,585 | | | (6,954) | | | 1997 | | (A) |
Holly Village / Hawaiian Gardens | | Holly, MI | | B | | 19,431 | | | 1,514 | | | 13,596 | | | 0 | | | 8,457 | | | 1,514 | | | 22,053 | | | 23,567 | | | (10,166) | | | 2004 | | (A) |
Homosassa River RV Resort | | Homosassa Springs, FL | | C | | 0 | | | 1,520 | | | 5,020 | | | 0 | | | 3,014 | | | 1,520 | | | 8,034 | | | 9,554 | | | (1,208) | | | 2016 | | (A) |
Horseshoe Cove RV Resort | | Bradenton, FL | | E | | 19,456 | | | 9,466 | | | 32,612 | | | 0 | | | 3,751 | | | 9,466 | | | 36,363 | | | 45,829 | | | (5,786) | | | 2016 | | (A) |
Hunters Crossing | | Capac, MI | | C | | 0 | | | 430 | | | 1,092 | | | 0 | | | 1,309 | | | 430 | | | 2,401 | | | 2,831 | | | (676) | | | 2012 | | (A) |
Hunters Glen | | Wayland, MI | | C | | 0 | | | 1,102 | | | 11,926 | | | 0 | | | 16,714 | | | 1,102 | | | 28,640 | | | 29,742 | | | (11,539) | | | 2004 | | (C) |
Hyde Park | | Easton, MD | | C | | 0 | | | 6,585 | | | 18,256 | | | 0 | | | 708 | | | 6,585 | | | 18,964 | | | 25,549 | | | (914) | | | 2019 | | (A) |
Indian Creek Park | | Ft. Myers Beach, FL | | D | | 60,776 | | | 3,832 | | | 34,660 | | | 0 | | | 13,856 | | | 3,832 | | | 48,516 | | | 52,348 | | | (33,687) | | | 1996 | | (A) |
Indian Creek RV & Camping Resort | | Geneva on the Lake, OH | | C | | 0 | | | 420 | | | 20,791 | | | (5) | | (3) | 9,132 | | | 415 | | | 29,923 | | | 30,338 | | | (7,382) | | | 2013 | | (A&C) |
Indian Wells RV Resort | | Indio, CA | | D | | 11,266 | | | 2,880 | | | 19,470 | | | 0 | | | 6,289 | | | 2,880 | | | 25,759 | | | 28,639 | | | (3,668) | | | 2016 | | (A) |
Island Lakes | | Merritt Island, FL | | D | | 11,287 | | | 700 | | | 6,431 | | | 0 | | | 1,110 | | | 700 | | | 7,541 | | | 8,241 | | | (5,715) | | | 1995 | | (A) |
Jellystone Park™ at Barton Lake(4) | | Fremont, IN | | — | | 0 | | | 0 | | | 0 | | | 0 | | | 24,046 | | | 0 | | | 24,046 | | | 24,046 | | | (460) | | | 2020 | | (A) |
Jellystone Park™ at Birchwood Acres MH & RV Resort | | Greenfield Park, NY | | A | | 3,740 | | | 560 | | | 5,527 | | | 0 | | | 9,986 | | | 560 | | | 15,513 | | | 16,073 | | | (4,288) | | | 2013 | | (A) |
Jellystone Park™ at Gardiner | | Gardiner, NY | | — | | 0 | | | 873 | | | 28,406 | | | 0 | | | 6,254 | | | 873 | | | 34,660 | | | 35,533 | | | (3,661) | | | 2018 | | (A) |
Jellystone Park™ at Golden Valley | | Bostic, NC | | — | | 0 | | | 4,829 | | | 4,260 | | | (9) | | (3) | 35,198 | | | 4,820 | | | 39,458 | | | 44,278 | | | (2,764) | | | 2018 | | (A&C) |
Jellystone Park™ at Guadalupe River | | Kerrville, TX | | — | | — | | | 2,519 | | | 23,939 | | | (2) | | (3) | 3,588 | | | 2,517 | | | 27,527 | | | 30,044 | | | (3,053) | | | 2018 | | (A) |
Jellystone Park™ at Hill Country | | Canyon Lake, TX | | — | | 0 | | | 1,991 | | | 20,709 | | | 0 | | | 2,273 | | | 1,991 | | | 22,982 | | | 24,973 | | | (2,204) | | | 2018 | | (A) |
Jellystone Park™ at Larkspur | | Larkspur, CO | | — | | 0 | | | 1,880 | | | 5,521 | | | 0 | | | 90,570 | | | 1,880 | | | 96,091 | | | 97,971 | | | (2,616) | | | 2016 | | (A&C) |
Jellystone Park™ at Luray | | East Luray, VA | | — | | 0 | | | 3,164 | | | 29,588 | | | (1) | | (3) | 1,866 | | | 3,163 | | | 31,454 | | | 34,617 | | | (3,300) | | | 2018 | | (A) |
Jellystone Park™ at Maryland | | Williamsport, MD | | — | | 0 | | | 2,096 | | | 23,737 | | | 0 | | | 3,058 | | | 2,096 | | | 26,795 | | | 28,891 | | | (2,819) | | | 2018 | | (A) |
Jellystone Park™ at Memphis | | Horn Lake, MS | | A | | 2,701 | | | 889 | | | 6,846 | | | 3 | | | 243 | | | 892 | | | 7,089 | | | 7,981 | | | (749) | | | 2018 | | (A) |
Jellystone Park™ at Natural Bridge(4) | | Natural Bridge Station, VA | | — | | 0 | | | 902 | | | 11,682 | | | 0 | | | 402 | | | 902 | | | 12,084 | | | 12,986 | | | (221) | | | 2020 | | (A) |
Jellystone Park™ at Quarryville | | Quarryville, PA | | — | | 0 | | | 3,882 | | | 33,781 | | | 0 | | | 2,142 | | | 3,882 | | | 35,923 | | | 39,805 | | | (3,757) | | | 2018 | | (A) |
Jellystone Park™ at Tower Park(2) | | Lodi, CA | | — | | 0 | | | 2,560 | | | 29,819 | | | (1) | | (3) | 12,877 | | | 2,559 | | | 42,696 | | | 45,255 | | | (3,882) | | | 2018 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Horseshoe Cove RV Resort | | Bradenton, FL | | E | | 19,880 |
| | 9,466 |
| | 32,612 |
| | — |
| | 3,387 |
| | 9,466 |
| | 35,999 |
| | 45,465 |
| | (4,464 | ) | | 2016 | | (A) |
Hunters Crossing | | Capac, MI | | C | | — |
| | 430 |
| | 1,092 |
| | — |
| | 1,461 |
| | 430 |
| | 2,553 |
| | 2,983 |
| | (612 | ) | | 2012 | | (A) |
Hunters Glen | | Wayland, MI | | C | | — |
| | 1,102 |
| | 11,926 |
| | — |
| | 16,790 |
| | 1,102 |
| | 28,716 |
| | 29,818 |
| | (10,020 | ) | | 2004 | | (C) |
Hyde Park (4) | | Easton, MD | | C | | — |
| | 6,585 |
| | 18,256 |
| | — |
| | 5 |
| | 6,585 |
| | 18,261 |
| | 24,846 |
| | (304 | ) | | 2019 | | (A) |
Indian Creek Park | | Ft. Myers Beach, FL | | D | | 62,296 |
| | 3,832 |
| | 34,660 |
| | — |
| | 12,720 |
| | 3,832 |
| | 47,380 |
| | 51,212 |
| | (31,761 | ) | | 1996 | | (A) |
Indian Creek RV & Camping Resort | | Geneva on the Lake, OH | | C | | — |
| | 420 |
| | 20,791 |
| | (5 | ) | (5 | ) | 8,738 |
| | 415 |
| | 29,529 |
| | 29,944 |
| | (6,246 | ) | | 2013 | | (A&C) |
Indian Wells RV Resort | | Indio, CA | | D | | 11,534 |
| | 2,880 |
| | 19,470 |
| | — |
| | 4,599 |
| | 2,880 |
| | 24,069 |
| | 26,949 |
| | (2,817 | ) | | 2016 | | (A) |
Island Lakes | | Merritt Island, FL | | D | | 11,569 |
| | 700 |
| | 6,431 |
| | — |
| | 1,020 |
| | 700 |
| | 7,451 |
| | 8,151 |
| | (5,495 | ) | | 1995 | | (A) |
Jellystone Park™ at Birchwood Acres MH & RV Resort | | Greenfield Park, NY | | A | | 3,821 |
| | 560 |
| | 5,527 |
| | — |
| | 9,540 |
| | 560 |
| | 15,067 |
| | 15,627 |
| | (3,513 | ) | | 2013 | | (A) |
Jellystone Park™ at Gardiner | | Gardiner, NY | | — | | — |
| | 873 |
| | 28,406 |
| | — |
| | 3,807 |
| | 873 |
| | 32,213 |
| | 33,086 |
| | (2,090 | ) | | 2018 | | (A) |
Jellystone Park™ at Golden Valley | | Bostic, NC | | — | | — |
| | 4,829 |
| | 4,260 |
| | (9 | ) | (3 | ) | 24,740 |
| | 4,820 |
| | 29,000 |
| | 33,820 |
| | (1,107 | ) | | 2018 | | (A&C) |
Jellystone Park™ at Guadalupe River | | Kerrville, TX | | — | | — |
| | 2,519 |
| | 23,939 |
| | (2 | ) | (3 | ) | 2,718 |
| | 2,517 |
| | 26,657 |
| | 29,174 |
| | (1,761 | ) | | 2018 | | (A) |
Jellystone Park™ at Hill Country | | Canyon Lake, TX | | — | | — |
| | 1,991 |
| | 20,709 |
| | — |
| | 821 |
| | 1,991 |
| | 21,530 |
| | 23,521 |
| | (1,287 | ) | | 2018 | | (A) |
Jellystone Park™ at Larkspur | | Larkspur, CO | | — | | — |
| | 1,880 |
| | 5,521 |
| | — |
| | 35,067 |
| | 1,880 |
| | 40,588 |
| | 42,468 |
| | (134 | ) | | 2016 | | (A) |
Jellystone Park™ at Luray | | East Luray, VA | | — | | — |
| | 3,164 |
| | 29,588 |
| | (1 | ) | (3 | ) | 1,058 |
| | 3,163 |
| | 30,646 |
| | 33,809 |
| | (1,938 | ) | | 2018 | | (A) |
Jellystone Park™ at Maryland | | Williamsport, MD | | — | | — |
| | 2,096 |
| | 23,737 |
| | — |
| | 1,486 |
| | 2,096 |
| | 25,223 |
| | 27,319 |
| | (1,655 | ) | | 2018 | | (A) |
Jellystone Park™ at Memphis | | Horn Lake, TN | | A | | 2,830 |
| | 889 |
| | 6,846 |
| | 3 |
| | 132 |
| | 892 |
| | 6,978 |
| | 7,870 |
| | (447 | ) | | 2018 | | (A) |
Jellystone Park™ at Quarryville | | Quarryville, PA | | — | | — |
| | 3,882 |
| | 33,781 |
| | — |
| | 1,297 |
| | 3,882 |
| | 35,078 |
| | 38,960 |
| | (2,197 | ) | | 2018 | | (A) |
Jellystone Park™ at Tower Park | | Lodi, CA | | — | | — |
| | 2,560 |
| | 29,819 |
| | (1 | ) | (3 | ) | 6,917 |
| | 2,559 |
| | 36,736 |
| | 39,295 |
| | (2,139 | ) | | 2018 | | (A) |
Jellystone Park™ of Western New York | | North Java, NY | | A | | 6,537 |
| | 870 |
| | 8,884 |
| | — |
| | 6,912 |
| | 870 |
| | 15,796 |
| | 16,666 |
| | (4,306 | ) | | 2013 | | (A) |
Kensington Meadows | | Lansing, MI | | B | | 17,725 |
| | 250 |
| | 2,699 |
| | — |
| | 8,932 |
| | 250 |
| | 11,631 |
| | 11,881 |
| | (7,199 | ) | | 1995 | | (A&C) |
Kimberly Estates | | Newport, MI | | C | | — |
| | 1,250 |
| | 6,160 |
| | — |
| | 11,017 |
| | 1,250 |
| | 17,177 |
| | 18,427 |
| | (2,788 | ) | | 2016 | | (A) |
King’s Court Mobile Village | | Traverse City, MI | | — | | — |
| | 1,473 |
| | 13,782 |
| | 269 |
| | 17,941 |
| | 1,742 |
| | 31,723 |
| | 33,465 |
| | (13,441 | ) | | 1996 | | (A&C) |
King’s Lake | | DeBary, FL | | D | | 8,899 |
| | 280 |
| | 2,542 |
| | — |
| | 2,943 |
| | 280 |
| | 5,485 |
| | 5,765 |
| | (3,641 | ) | | 1994 | | (A) |
Kings Manor | | Lakeland, FL | | — | | — |
| | 2,270 |
| | 5,578 |
| | — |
| | 4,985 |
| | 2,270 |
| | 10,563 |
| | 12,833 |
| | (1,283 | ) | | 2016 | | (A) |
King’s Pointe | | Lake Alfred, FL | | B | | 7,847 |
| | 510 |
| | 16,763 |
| | — |
| | 517 |
| | 510 |
| | 17,280 |
| | 17,790 |
| | (2,664 | ) | | 2015 | | (A) |
Kissimmee Gardens | | Kissimmee, FL | | — | | — |
| | 3,270 |
| | 14,402 |
| | — |
| | 1,479 |
| | 3,270 |
| | 15,881 |
| | 19,151 |
| | (1,918 | ) | | 2016 | | (A) |
Kissimmee South MH & RV Resort | | Davenport, FL | | — | | — |
| | 3,740 |
| | 6,819 |
| | — |
| | 4,329 |
| | 3,740 |
| | 11,148 |
| | 14,888 |
| | (1,195 | ) | | 2016 | | (A) |
Knollwood Estates | | Allendale, MI | | A | | 2,418 |
| | 400 |
| | 4,061 |
| | — |
| | 3,472 |
| | 400 |
| | 7,533 |
| | 7,933 |
| | (4,115 | ) | | 2001 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Jellystone Park™ of Western New York | | North Java, NY | | A | | 6,398 | | | 870 | | | 8,884 | | | 0 | | | 7,269 | | | 870 | | | 16,153 | | | 17,023 | | | (5,107) | | | 2013 | | (A) |
Kensington Meadows | | Lansing, MI | | B | | 17,725 | | | 250 | | | 2,699 | | | 0 | | | 9,663 | | | 250 | | | 12,362 | | | 12,612 | | | (7,769) | | | 1995 | | (A&C) |
Kimberly Estates | | Newport, MI | | C | | 0 | | | 1,250 | | | 6,160 | | | 0 | | | 11,998 | | | 1,250 | | | 18,158 | | | 19,408 | | | (3,858) | | | 2016 | | (A) |
King’s Court Mobile Village | | Traverse City, MI | | B | | 64,950 | | | 1,473 | | | 13,782 | | | 269 | | | 22,744 | | | 1,742 | | | 36,526 | | | 38,268 | | | (15,198) | | | 1996 | | (A&C) |
King’s Lake | | DeBary, FL | | D | | 8,682 | | | 280 | | | 2,542 | | | 0 | | | 3,097 | | | 280 | | | 5,639 | | | 5,919 | | | (3,835) | | | 1994 | | (A) |
Kings Manor | | Lakeland, FL | | — | | 0 | | | 2,270 | | | 5,578 | | | 0 | | | 5,592 | | | 2,270 | | | 11,170 | | | 13,440 | | | (1,887) | | | 2016 | | (A) |
King’s Pointe | | Lake Alfred, FL | | B | | 7,704 | | | 510 | | | 16,763 | | | 0 | | | 548 | | | 510 | | | 17,311 | | | 17,821 | | | (3,263) | | | 2015 | | (A) |
Kissimmee Gardens | | Kissimmee, FL | | — | | 0 | | | 3,270 | | | 14,402 | | | 0 | | | 1,685 | | | 3,270 | | | 16,087 | | | 19,357 | | | (2,486) | | | 2016 | | (A) |
Kissimmee South MH & RV Resort | | Davenport, FL | | — | | 0 | | | 3,740 | | | 6,819 | | | 0 | | | 5,099 | | | 3,740 | | | 11,918 | | | 15,658 | | | (1,687) | | | 2016 | | (A) |
Kittatinny Campground & RV Resort(4) | | Barryville, NY | | — | | 0 | | | 0 | | | 0 | | | 0 | | | 16,381 | | | 0 | | | 16,381 | | | 16,381 | | | (314) | | | 2020 | | (A) |
Knollwood Estates | | Allendale, MI | | B | | 9,225 | | | 400 | | | 4,061 | | | 0 | | | 3,364 | | | 400 | | | 7,425 | | | 7,825 | | | (4,222) | | | 2001 | | (A) |
La Casa Blanca | | Apache Junction, AZ | | — | | 0 | | | 4,370 | | | 14,142 | | | 0 | | | 695 | | | 4,370 | | | 14,837 | | | 19,207 | | | (3,351) | | | 2014 | | (A) |
La Costa Village | | Port Orange, FL | | D | | 50,166 | | | 3,640 | | | 62,315 | | | 0 | | | 2,276 | | | 3,640 | | | 64,591 | | | 68,231 | | | (12,131) | | | 2015 | | (A) |
La Hacienda RV Resort | | Austin, TX | | C | | 0 | | | 3,670 | | | 22,225 | | | 0 | | | 1,024 | | | 3,670 | | | 23,249 | | | 26,919 | | | (5,367) | | | 2015 | | (A) |
Lafayette Place | | Warren, MI | | A | | 13,183 | | | 669 | | | 5,979 | | | 0 | | | 8,090 | | | 669 | | | 14,069 | | | 14,738 | | | (8,443) | | | 1998 | | (A) |
Lafontaine RV Resort & Campground | | Tiny, ON | | — | | 0 | | | 1,290 | | | 2,075 | | | (3) | | (1) | 2,634 | | | 1,287 | | | 4,709 | | | 5,996 | | | (564) | | | 2016 | | (A) |
Lake Avenue RV Resort & Campground | | Cherry Valley, ON | | — | | 0 | | | 670 | | | 1,290 | | | (2) | | (1) | 1,071 | | | 668 | | | 2,361 | | | 3,029 | | | (331) | | | 2016 | | (A) |
Lake in Wood RV Resort | | Narvon, PA | | A | | 9,850 | | | 7,360 | | | 7,097 | | | 0 | | | 3,163 | | | 7,360 | | | 10,260 | | | 17,620 | | | (3,081) | | | 2012 | | (A) |
Lake Josephine RV Resort | | Sebring, FL | | C | | 0 | | | 490 | | | 2,830 | | | 0 | | | 1,731 | | | 490 | | | 4,561 | | | 5,051 | | | (477) | | | 2016 | | (A) |
Lake Juliana Landings | | Auburndale, FL | | — | | 0 | | | 335 | | | 3,048 | | | 0 | | | 1,913 | | | 335 | | | 4,961 | | | 5,296 | | | (3,514) | | | 1994 | | (A) |
Lake Pointe Village | | Mulberry, FL | | D | | 17,882 | | | 480 | | | 29,795 | | | 0 | | | 591 | | | 480 | | | 30,386 | | | 30,866 | | | (5,688) | | | 2015 | | (A) |
Lake Rudolph Campground & RV Resort | | Santa Claus, IN | | A | | 16,432 | | | 2,340 | | | 28,113 | | | 0 | | | 11,465 | | | 2,340 | | | 39,578 | | | 41,918 | | | (11,988) | | | 2014 | | (A&C) |
Lake San Marino RV Park | | Naples, FL | | B | | 23,038 | | | 650 | | | 5,760 | | | 0 | | | 6,064 | | | 650 | | | 11,824 | | | 12,474 | | | (6,560) | | | 1996 | | (A) |
Lakefront | | Lakeside, CA | | D | | 26,146 | | | 21,556 | | | 17,440 | | | 0 | | | 1,124 | | | 21,556 | | | 18,564 | | | 40,120 | | | (2,944) | | | 2016 | | (A) |
Lakeland RV Resort | | Lakeland, FL | | C | | 0 | | | 1,730 | | | 5,524 | | | 0 | | | 3,290 | | | 1,730 | | | 8,814 | | | 10,544 | | | (1,287) | | | 2016 | | (A) |
Lakeshore Landings | | Orlando, FL | | D | | 13,028 | | | 2,570 | | | 19,481 | | | 0 | | | 1,659 | | | 2,570 | | | 21,140 | | | 23,710 | | | (4,710) | | | 2014 | | (A) |
Lakeshore Villas | | Tampa, FL | | — | | 0 | | | 3,080 | | | 18,983 | | | 0 | | | 1,197 | | | 3,080 | | | 20,180 | | | 23,260 | | | (3,767) | | | 2015 | | (A) |
Lakeside | | Terryville, CT | | C | | 0 | | | 1,278 | | | 3,445 | | | 0 | | | 77 | | | 1,278 | | | 3,522 | | | 4,800 | | | (173) | | | 2019 | | (A) |
Lakeside Crossing | | Conway, SC | | D | | 12,647 | | | 3,520 | | | 31,615 | | | 0 | | | 14,791 | | | 3,520 | | | 46,406 | | | 49,926 | | | (7,116) | | | 2015 | | (A&C) |
Lakeview | | Ypsilanti, MI | | — | | 0 | | | 1,156 | | | 10,903 | | | (1) | | (3) | 8,139 | | | 1,155 | | | 19,042 | | | 20,197 | | | (9,635) | | | 2004 | | (A) |
Lakeview CT | | Danbury, CT | | C | | 0 | | | 2,545 | | | 8,884 | | | 0 | | | 523 | | | 2,545 | | | 9,407 | | | 11,952 | | | (456) | | | 2019 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
La Casa Blanca | | Apache Junction, AZ | | B | | 7,758 |
| | 4,370 |
| | 14,142 |
| | — |
| | 616 |
| | 4,370 |
| | 14,758 |
| | 19,128 |
| | (2,821 | ) | | 2014 | | (A) |
La Costa Village | | Port Orange, FL | | D | | 51,088 |
| | 3,640 |
| | 62,315 |
| | — |
| | 2,025 |
| | 3,640 |
| | 64,340 |
| | 67,980 |
| | (9,854 | ) | | 2015 | | (A) |
La Hacienda RV Resort | | Austin, TX | | C | | — |
| | 3,670 |
| | 22,225 |
| | — |
| | 965 |
| | 3,670 |
| | 23,190 |
| | 26,860 |
| | (4,396 | ) | | 2015 | | (A) |
Lafayette Place | | Warren, MI | | A | | 2,069 |
| | 669 |
| | 5,979 |
| | — |
| | 7,864 |
| | 669 |
| | 13,843 |
| | 14,512 |
| | (8,178 | ) | | 1998 | | (A) |
Lafontaine RV Resort & Campground | | Tiny, ON | | — | | — |
| | 1,290 |
| | 2,075 |
| | (31 | ) | (1 | ) | 2,561 |
| | 1,259 |
| | 4,636 |
| | 5,895 |
| | (386 | ) | | 2016 | | (A) |
Lake Avenue RV Resort & Campground | | Cherry Valley, ON | | — | | — |
| | 670 |
| | 1,290 |
| | (16 | ) | (1 | ) | 725 |
| | 654 |
| | 2,015 |
| | 2,669 |
| | (242 | ) | | 2016 | | (A) |
Lake in Wood RV Resort | | Narvon, PA | | A | | 10,066 |
| | 7,360 |
| | 7,097 |
| | — |
| | 2,834 |
| | 7,360 |
| | 9,931 |
| | 17,291 |
| | (2,703 | ) | | 2012 | | (A) |
Lake Josephine RV Resort | | Sebring, FL | | C | | — |
| | 490 |
| | 2,830 |
| | — |
| | 1,025 |
| | 490 |
| | 3,855 |
| | 4,345 |
| | (310 | ) | | 2016 | | (A) |
Lake Juliana Landings | | Auburndale, FL | | A | | 7,935 |
| | 335 |
| | 3,048 |
| | — |
| | 1,880 |
| | 335 |
| | 4,928 |
| | 5,263 |
| | (3,327 | ) | | 1994 | | (A) |
Lake Pointe Village | | Mulberry, FL | | D | | 18,211 |
| | 480 |
| | 29,795 |
| | — |
| | 516 |
| | 480 |
| | 30,311 |
| | 30,791 |
| | (4,642 | ) | | 2015 | | (A) |
Lake Rudolph Campground & RV Resort | | Santa Claus, IN | | A | | 16,788 |
| | 2,340 |
| | 28,113 |
| | — |
| | 9,197 |
| | 2,340 |
| | 37,310 |
| | 39,650 |
| | (9,933 | ) | | 2014 | | (A&C) |
Lake San Marino RV Park | | Naples, FL | | A | | 9,371 |
| | 650 |
| | 5,760 |
| | — |
| | 5,134 |
| | 650 |
| | 10,894 |
| | 11,544 |
| | (6,033 | ) | | 1996 | | (A) |
Lakefront | | Lakeside, CA | | D | | 26,751 |
| | 21,556 |
| | 17,440 |
| | — |
| | 1,078 |
| | 21,556 |
| | 18,518 |
| | 40,074 |
| | (2,273 | ) | | 2016 | | (A) |
Lakeland RV Resort | | Lakeland, FL | | C | | — |
| | 1,730 |
| | 5,524 |
| | — |
| | 2,889 |
| | 1,730 |
| | 8,413 |
| | 10,143 |
| | (924 | ) | | 2016 | | (A) |
Lakeshore Landings | | Orlando, FL | | D | | 13,395 |
| | 2,570 |
| | 19,481 |
| | — |
| | 1,395 |
| | 2,570 |
| | 20,876 |
| | 23,446 |
| | (3,987 | ) | | 2014 | | (A) |
Lakeshore Villas | | Tampa, FL | | — | | — |
| | 3,080 |
| | 18,983 |
| | — |
| | 1,085 |
| | 3,080 |
| | 20,068 |
| | 23,148 |
| | (3,065 | ) | | 2015 | | (A) |
Lakeside (4) | | Terryville, CT | | C | | — |
| | 1,278 |
| | 3,445 |
| | — |
| | 13 |
| | 1,278 |
| | 3,458 |
| | 4,736 |
| | (57 | ) | | 2019 | | (A) |
Lakeside Crossing | | Conway, SC | | D | | 13,056 |
| | 3,520 |
| | 31,615 |
| | — |
| | 13,044 |
| | 3,520 |
| | 44,659 |
| | 48,179 |
| | (5,531 | ) | | 2015 | | (A&C) |
Lakeview | | Ypsilanti, MI | | — | | — |
| | 1,156 |
| | 10,903 |
| | (1 | ) | (3 | ) | 7,594 |
| | 1,155 |
| | 18,497 |
| | 19,652 |
| | (8,868 | ) | | 2004 | | (A) |
Lakeview CT (4) | | Danbury, CT | | C | | — |
| | 2,545 |
| | 8,884 |
| | — |
| | 34 |
| | 2,545 |
| | 8,918 |
| | 11,463 |
| | (148 | ) | | 2019 | | (A) |
Lamplighter | | Port Orange, FL | | B | | 7,276 |
| | 1,330 |
| | 12,846 |
| | — |
| | 961 |
| | 1,330 |
| | 13,807 |
| | 15,137 |
| | (2,098 | ) | | 2015 | | (A) |
Laurel Heights (4) | | Uncasville, CT | | C | | — |
| | 1,678 |
| | 693 |
| | — |
| | — |
| | 1,678 |
| | 693 |
| | 2,371 |
| | (12 | ) | | 2019 | | (A) |
Lazy J Ranch | | Arcata, CA | | — | | — |
| | 7,100 |
| | 6,838 |
| | — |
| | 134 |
| | 7,100 |
| | 6,972 |
| | 14,072 |
| | (628 | ) | | 2017 | | (A) |
Leaf Verde RV Resort | | Buckeye, AZ | | — | | — |
| | 3,417 |
| | 8,437 |
| | 12 |
| | 534 |
| | 3,429 |
| | 8,971 |
| | 12,400 |
| | (475 | ) | | 2018 | | (A) |
Leisure Point Resort (4) | | Millsboro, DE | | — | | — |
| | 3,628 |
| | 41,291 |
| | — |
| | 17 |
| | 3,628 |
| | 41,308 |
| | 44,936 |
| | (713 | ) | | 2019 | | (A) |
Leisure Village | | Belmont, MI | | — | | — |
| | 360 |
| | 8,219 |
| | 113 |
| | 2,138 |
| | 473 |
| | 10,357 |
| | 10,830 |
| | (2,593 | ) | | 2011 | | (A) |
Lemon Wood | | Ventura, CA | | D | | 19,434 |
| | 19,540 |
| | 6,918 |
| | — |
| | 1,162 |
| | 19,540 |
| | 8,080 |
| | 27,620 |
| | (990 | ) | | 2016 | | (A) |
Liberty Farm | | Valparaiso, IN | | C | | — |
| | 66 |
| | 1,201 |
| | 116 |
| | 4,168 |
| | 182 |
| | 5,369 |
| | 5,551 |
| | (2,936 | ) | | 1985 | | (A&C) |
Lincoln Estates | | Holland, MI | | — | | — |
| | 455 |
| | 4,201 |
| | — |
| | 2,148 |
| | 455 |
| | 6,349 |
| | 6,804 |
| | (3,910 | ) | | 1996 | | (A) |
Long Beach RV Resort & Campground | | Barnegat, NJ | | — | | — |
| | 710 |
| | 3,414 |
| | — |
| | 1,268 |
| | 710 |
| | 4,682 |
| | 5,392 |
| | (548 | ) | | 2016 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Lakeview Mobile Estates(4) | | Yucaipa, CA | | — | | 0 | | | 0 | | | 0 | | | 0 | | | 23,976 | | | 0 | | | 23,976 | | | 23,976 | | | (435) | | | 2020 | | (A) |
Lamplighter | | Port Orange, FL | | B | | 7,142 | | | 1,330 | | | 12,846 | | | 0 | | | 1,008 | | | 1,330 | | | 13,854 | | | 15,184 | | | (2,579) | | | 2015 | | (A) |
Laurel Heights | | Uncasville, CT | | C | | 0 | | | 1,678 | | | 693 | | | 0 | | | 47 | | | 1,678 | | | 740 | | | 2,418 | | | (35) | | | 2019 | | (A) |
Lazy J Ranch | | Arcata, CA | | — | | 0 | | | 7,100 | | | 6,838 | | | 0 | | | 524 | | | 7,100 | | | 7,362 | | | 14,462 | | | (893) | | | 2017 | | (A) |
Leaf Verde RV Resort | | Buckeye, AZ | | — | | 0 | | | 3,417 | | | 8,437 | | | 12 | | | 899 | | | 3,429 | | | 9,336 | | | 12,765 | | | (828) | | | 2018 | | (A) |
Leisure Point Resort | | Millsboro, DE | | — | | 0 | | | 3,628 | | | 41,291 | | | 0 | | | 297 | | | 3,628 | | | 41,588 | | | 45,216 | | | (2,140) | | | 2019 | | (A) |
Leisure Village | | Belmont, MI | | — | | 0 | | | 360 | | | 8,219 | | | 113 | | | 2,408 | | | 473 | | | 10,627 | | | 11,100 | | | (2,962) | | | 2011 | | (A) |
Lemon Wood | | Ventura, CA | | D | | 18,994 | | | 19,540 | | | 6,918 | | | 0 | | | 1,244 | | | 19,540 | | | 8,162 | | | 27,702 | | | (1,299) | | | 2016 | | (A) |
Liberty Farm | | Valparaiso, IN | | C | | 0 | | | 66 | | | 1,201 | | | 116 | | | 4,518 | | | 182 | | | 5,719 | | | 5,901 | | | (3,151) | | | 1985 | | (A&C) |
Lincoln Estates | | Holland, MI | | — | | 0 | | | 455 | | | 4,201 | | | 0 | | | 2,031 | | | 455 | | | 6,232 | | | 6,687 | | | (4,061) | | | 1996 | | (A) |
Lone Star Jellystone Park(4) | | Waller, TX | | — | | 0 | | | 1,767 | | | 19,361 | | | 0 | | | 4 | | | 1,767 | | | 19,365 | | | 21,132 | | | (361) | | | 2020 | | (A) |
Long Beach RV Resort & Campground | | Barnegat, NJ | | — | | 0 | | | 710 | | | 3,414 | | | 0 | | | 1,421 | | | 710 | | | 4,835 | | | 5,545 | | | (729) | | | 2016 | | (A) |
Lost Dutchman(8) | | Apache Junction, AZ | | E | | 3,790 | | | 0 | | | 0 | | | 4,140 | | | 14,539 | | | 4,140 | | | 14,539 | | | 18,679 | | | (3,300) | | | 2014 | | (A) |
Majestic Oaks RV Resort | | Zephyrhills, FL | | E | | 4,370 | | | 3,940 | | | 4,725 | | | 62 | | | 2,081 | | | 4,002 | | | 6,806 | | | 10,808 | | | (1,178) | | | 2016 | | (A) |
Maple Brook | | Matteson, IL | | D | | 41,166 | | | 8,460 | | | 48,865 | | | 0 | | | 846 | | | 8,460 | | | 49,711 | | | 58,171 | | | (11,091) | | | 2014 | | (A) |
Maplewood Manor | | Brunswick, ME | | E | | 7,725 | | | 1,770 | | | 12,982 | | | 0 | | | 1,566 | | | 1,770 | | | 14,548 | | | 16,318 | | | (3,136) | | | 2014 | | (A) |
Marco Naples RV Resort | | Naples, FL | | — | | 0 | | | 2,790 | | | 10,458 | | | 0 | | | 4,823 | | | 2,790 | | | 15,281 | | | 18,071 | | | (2,158) | | | 2016 | | (A) |
Marina Cove | | Uncasville, CT | | C | | 0 | | | 262 | | | 365 | | | 0 | | | 9 | | | 262 | | | 374 | | | 636 | | | (18) | | | 2019 | | (A) |
Massey's Landing RV Resort | | Millsboro, DE | | — | | 0 | | | 2,755 | | | 17,948 | | | 2,224 | | | 15,592 | | | 4,979 | | | 33,540 | | | 38,519 | | | (1,310) | | | 2019 | | (A) |
Meadow Lake Estates | | White Lake, MI | | — | | 0 | | | 1,188 | | | 11,498 | | | 127 | | | 7,995 | | | 1,315 | | | 19,493 | | | 20,808 | | | (14,558) | | | 1994 | | (A) |
Meadowbrook | | Charlotte, NC | | C | | 0 | | | 1,310 | | | 6,570 | | | 0 | | | 12,908 | | | 1,310 | | | 19,478 | | | 20,788 | | | (10,479) | | | 2000 | | (A&C) |
Meadowbrook Estates | | Monroe, MI | | A | | 12,825 | | | 431 | | | 3,320 | | | 379 | | | 16,738 | | | 810 | | | 20,058 | | | 20,868 | | | (11,970) | | | 1986 | | (A) |
Meadowbrook Village | | Tampa, FL | | B | | 11,482 | | | 519 | | | 4,728 | | | 0 | | | 1,273 | | | 519 | | | 6,001 | | | 6,520 | | | (4,704) | | | 1994 | | (A) |
Meadowlands of Gibraltar | | Gibraltar, MI | | B | | 17,625 | | | 640 | | | 7,673 | | | 0 | | | 4,418 | | | 640 | | | 12,091 | | | 12,731 | | | (2,760) | | | 2015 | | (A) |
Menifee Development(5) | | Menifee, CA | | — | | 0 | | | 2,258 | | | 0 | | | 0 | | | 1,156 | | | 2,258 | | | 1,156 | | | 3,414 | | | 0 | | | 2020 | | (C) |
Merrymeeting | | Brunswick, ME | | C | | 0 | | | 250 | | | 1,020 | | | 0 | | | 1,050 | | | 250 | | | 2,070 | | | 2,320 | | | (510) | | | 2014 | | (A) |
Mi-Te-Jo Campground | | Milton, NH | | — | | 0 | | | 1,416 | | | 7,580 | | | 0 | | | 4,010 | | | 1,416 | | | 11,590 | | | 13,006 | | | (1,167) | | | 2018 | | (A) |
Mill Creek MH & RV Resort | | Kissimmee, FL | | — | | 0 | | | 1,400 | | | 4,839 | | | 0 | | | 4,484 | | | 1,400 | | | 9,323 | | | 10,723 | | | (1,386) | | | 2016 | | (A) |
Millwood | | Uncasville, CT | | C | | 0 | | | 2,425 | | | 8 | | | 0 | | | 655 | | | 2,425 | | | 663 | | | 3,088 | | | (12) | | | 2019 | | (A&C) |
Moab Valley RV Resort & Campground | | Moab, UT | | — | | 0 | | | 3,693 | | | 8,732 | | | 1 | | | 1,797 | | | 3,694 | | | 10,529 | | | 14,223 | | | (931) | | | 2018 | | (A) |
Mountain View | | Mesa, AZ | | B | | 10,514 | | | 5,490 | | | 12,325 | | | 0 | | | 627 | | | 5,490 | | | 12,952 | | | 18,442 | | | (2,923) | | | 2014 | | (A) |
Mouse Mountain RV Resort(4) | | Davenport, FL | | — | | 0 | | | 0 | | | 0 | | | 0 | | | 15,652 | | | 0 | | | 15,652 | | | 15,652 | | | (220) | | | 2020 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Majestic Oaks RV Resort | | Zephyrhills, FL | | E | | 4,465 |
| | 3,940 |
| | 4,725 |
| | 28 |
| | 1,972 |
| | 3,968 |
| | 6,697 |
| | 10,665 |
| | (867 | ) | | 2016 | | (A) |
Maple Brook | | Matteson, IL | | D | | 41,935 |
| | 8,460 |
| | 48,865 |
| | — |
| | 642 |
| | 8,460 |
| | 49,507 |
| | 57,967 |
| | (9,375 | ) | | 2014 | | (A) |
Maplewood Manor | | Brunswick, ME | | E | | 7,884 |
| | 1,770 |
| | 12,982 |
| | — |
| | 1,798 |
| | 1,770 |
| | 14,780 |
| | 16,550 |
| | (2,747 | ) | | 2014 | | (A) |
Marco Naples RV Resort | | Naples, FL | | — | | — |
| | 2,790 |
| | 10,458 |
| | — |
| | 3,543 |
| | 2,790 |
| | 14,001 |
| | 16,791 |
| | (1,601 | ) | | 2016 | | (A) |
Marina Cove | | Uncasville, CT | | C | | — |
| | 262 |
| | 365 |
| | — |
| | — |
| | 262 |
| | 365 |
| | 627 |
| | (6 | ) | | 2019 | | (A) |
Massey's Landing RV Resort (4) | | Millsboro, DE | | — | | — |
| | 2,755 |
| | 17,948 |
| | — |
| | 16,507 |
| | 2,755 |
| | 34,455 |
| | 37,210 |
| | (321 | ) | | 2019 | | (A) |
Meadow Lake Estates | | White Lake, MI | | — | | — |
| | 1,188 |
| | 11,498 |
| | 127 |
| | 7,899 |
| | 1,315 |
| | 19,397 |
| | 20,712 |
| | (14,011 | ) | | 1994 | | (A) |
Meadowbrook | | Charlotte, NC | | C | | — |
| | 1,310 |
| | 6,570 |
| | — |
| | 14,017 |
| | 1,310 |
| | 20,587 |
| | 21,897 |
| | (10,131 | ) | | 2000 | | (A&C) |
Meadowbrook Estates | | Monroe, MI | | A | | 13,050 |
| | 431 |
| | 3,320 |
| | 379 |
| | 15,646 |
| | 810 |
| | 18,966 |
| | 19,776 |
| | (11,101 | ) | | 1986 | | (A) |
Meadowbrook Village | | Tampa, FL | | B | | 11,738 |
| | 519 |
| | 4,728 |
| | — |
| | 1,209 |
| | 519 |
| | 5,937 |
| | 6,456 |
| | (4,499 | ) | | 1994 | | (A) |
Meadowlands of Gibraltar | | Gibraltar, MI | | A | | 5,087 |
| | 640 |
| | 7,673 |
| | — |
| | 4,739 |
| | 640 |
| | 12,412 |
| | 13,052 |
| | (2,353 | ) | | 2015 | | (A) |
Merrymeeting | | Brunswick, ME | | C | | — |
| | 250 |
| | 1,020 |
| | — |
| | 1,147 |
| | 250 |
| | 2,167 |
| | 2,417 |
| | (432 | ) | | 2014 | | (A) |
Mi-Te-Jo Campground | | Milton, NH | | — | | — |
| | 1,416 |
| | 7,580 |
| | — |
| | 1,594 |
| | 1,416 |
| | 9,174 |
| | 10,590 |
| | (599 | ) | | 2018 | | (A) |
Mill Creek MH & RV Resort | | Kissimmee, FL | | — | | — |
| | 1,400 |
| | 4,839 |
| | — |
| | 3,815 |
| | 1,400 |
| | 8,654 |
| | 10,054 |
| | (975 | ) | | 2016 | | (A) |
Millwood (4) | | Uncasville, CT | | C | | — |
| | 2,425 |
| | 8 |
| | — |
| | — |
| | 2,425 |
| | 8 |
| | 2,433 |
| | — |
| | 2019 | | (A&C) |
Moab Valley RV Resort & Campground | | Moab, UT | | — | | — |
| | 3,693 |
| | 8,732 |
| | 1 |
| | 526 |
| | 3,694 |
| | 9,258 |
| | 12,952 |
| | (542 | ) | | 2018 | | (A) |
Mountain View | | Mesa, AZ | | B | | 10,709 |
| | 5,490 |
| | 12,325 |
| | — |
| | 451 |
| | 5,490 |
| | 12,776 |
| | 18,266 |
| | (2,456 | ) | | 2014 | | (A) |
Napa Valley | | Napa, CA | | D | | 19,067 |
| | 17,740 |
| | 11,675 |
| | — |
| | 1,024 |
| | 17,740 |
| | 12,699 |
| | 30,439 |
| | (1,566 | ) | | 2016 | | (A) |
Naples RV Resort | | Naples, FL | | C | | — |
| | 3,640 |
| | 2,020 |
| | — |
| | 2,223 |
| | 3,640 |
| | 4,243 |
| | 7,883 |
| | (1,257 | ) | | 2011 | | (A) |
New England Village (4) | | Westbrook, CT | | C | | — |
| | 4,188 |
| | 1,444 |
| | — |
| | 42 |
| | 4,188 |
| | 1,486 |
| | 5,674 |
| | (24 | ) | | 2019 | | (A) |
New Point RV Resort | | New Point, VA | | C | | — |
| | 1,550 |
| | 5,259 |
| | — |
| | 4,315 |
| | 1,550 |
| | 9,574 |
| | 11,124 |
| | (2,602 | ) | | 2013 | | (A) |
New Ranch | | Clearwater, FL | | — | | — |
| | 2,270 |
| | 2,723 |
| | — |
| | 1,486 |
| | 2,270 |
| | 4,209 |
| | 6,479 |
| | (431 | ) | | 2016 | | (A) |
North Lake Estates | | Moore Haven, FL | | C | | — |
| | 4,150 |
| | 3,486 |
| | — |
| | 2,014 |
| | 4,150 |
| | 5,500 |
| | 9,650 |
| | (1,880 | ) | | 2011 | | (A) |
North Point Estates | | Pueblo, CO | | — | | — |
| | 1,582 |
| | 3,027 |
| | 1 |
| | 4,065 |
| | 1,583 |
| | 7,092 |
| | 8,675 |
| | (3,778 | ) | | 2001 | | (C) |
Northville Crossing | | Northville, MI | | B | | 17,546 |
| | 1,236 |
| | 29,564 |
| | — |
| | 7,235 |
| | 1,236 |
| | 36,799 |
| | 38,035 |
| | (11,335 | ) | | 2012 | | (A) |
Oak Creek | | Coarsegold, CA | | B | | 8,953 |
| | 4,760 |
| | 11,185 |
| | — |
| | 1,643 |
| | 4,760 |
| | 12,828 |
| | 17,588 |
| | (2,441 | ) | | 2014 | | (A) |
Oak Crest | | Austin, TX | | B | | 21,917 |
| | 4,311 |
| | 12,611 |
| | 4,365 |
| | 15,949 |
| | 8,676 |
| | 28,560 |
| | 37,236 |
| | (9,158 | ) | | 2002 | | (C) |
Oak Grove (4) | | Plainville, CT | | C | | — |
| | 1,004 |
| | 1,660 |
| | — |
| | 1 |
| | 1,004 |
| | 1,661 |
| | 2,665 |
| | (28 | ) | | 2019 | | (A) |
Oak Island Village | | East Lansing, MI | | — | | — |
| | 320 |
| | 6,843 |
| | — |
| | 3,112 |
| | 320 |
| | 9,955 |
| | 10,275 |
| | (3,061 | ) | | 2011 | | (A) |
Oak Ridge | | Manteno, IL | | D | | 30,121 |
| | 1,090 |
| | 36,941 |
| | — |
| | 3,762 |
| | 1,090 |
| | 40,703 |
| | 41,793 |
| | (7,846 | ) | | 2014 | | (A) |
Oakview Estates | | Arcadia, FL | | — | | — |
| | 850 |
| | 3,881 |
| | — |
| | 1,470 |
| | 850 |
| | 5,351 |
| | 6,201 |
| | (613 | ) | | 2016 | | (A) |
Oakwood Village | | Miamisburg, OH | | B | | 31,451 |
| | 1,964 |
| | 6,401 |
| | (1 | ) | (3 | ) | 13,880 |
| | 1,963 |
| | 20,281 |
| | 22,244 |
| | (12,178 | ) | | 1998 | | (A&C) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Napa Valley | | Napa, CA | | D | | 18,625 | | | 17,740 | | | 11,675 | | | 0 | | | 1,108 | | | 17,740 | | | 12,783 | | | 30,523 | | | (2,040) | | | 2016 | | (A) |
Naples RV Resort | | Naples, FL | | B | | 6,597 | | | 3,640 | | | 2,020 | | | 0 | | | 2,512 | | | 3,640 | | | 4,532 | | | 8,172 | | | (1,437) | | | 2011 | | (A) |
New England Village | | Westbrook, CT | | C | | 0 | | | 4,188 | | | 1,444 | | | 0 | | | 25 | | | 4,188 | | | 1,469 | | | 5,657 | | | (73) | | | 2019 | | (A) |
New Point RV Resort | | New Point, VA | | C | | 0 | | | 1,550 | | | 5,259 | | | 0 | | | 4,584 | | | 1,550 | | | 9,843 | | | 11,393 | | | (3,022) | | | 2013 | | (A) |
New Ranch | | Clearwater, FL | | — | | 0 | | | 2,270 | | | 2,723 | | | 0 | | | 1,518 | | | 2,270 | | | 4,241 | | | 6,511 | | | (588) | | | 2016 | | (A) |
North Lake Estates | | Moore Haven, FL | | C | | 0 | | | 4,150 | | | 3,486 | | | 0 | | | 2,137 | | | 4,150 | | | 5,623 | | | 9,773 | | | (2,132) | | | 2011 | | (A) |
North Point Estates | | Pueblo, CO | | — | | 0 | | | 1,582 | | | 3,027 | | | 1 | | | 4,014 | | | 1,583 | | | 7,041 | | | 8,624 | | | (3,919) | | | 2001 | | (C) |
Northville Crossing | | Northville, MI | | B | | 16,869 | | | 1,236 | | | 29,564 | | | 0 | | | 6,312 | | | 1,236 | | | 35,876 | | | 37,112 | | | (12,041) | | | 2012 | | (A) |
Oak Creek | | Coarsegold, CA | | B | | 8,732 | | | 4,760 | | | 11,185 | | | 0 | | | 2,084 | | | 4,760 | | | 13,269 | | | 18,029 | | | (2,948) | | | 2014 | | (A) |
Oak Crest | | Austin, TX | | B | | 21,439 | | | 4,311 | | | 12,611 | | | 4,365 | | | 23,610 | | | 8,676 | | | 36,221 | | | 44,897 | | | (10,347) | | | 2002 | | (C) |
Oak Grove | | Plainville, CT | | C | | 0 | | | 1,004 | | | 1,660 | | | 0 | | | 16 | | | 1,004 | | | 1,676 | | | 2,680 | | | (83) | | | 2019 | | (A) |
Oak Island Village | | East Lansing, MI | | B | | 16,447 | | | 320 | | | 6,843 | | | 0 | | | 3,229 | | | 320 | | | 10,072 | | | 10,392 | | | (3,480) | | | 2011 | | (A) |
Oak Ridge | | Manteno, IL | | D | | 29,578 | | | 1,090 | | | 36,941 | | | 0 | | | 4,070 | | | 1,090 | | | 41,011 | | | 42,101 | | | (9,425) | | | 2014 | | (A) |
Oakview Estates | | Arcadia, FL | | — | | 0 | | | 850 | | | 3,881 | | | 0 | | | 1,446 | | | 850 | | | 5,327 | | | 6,177 | | | (794) | | | 2016 | | (A) |
Oakwood Village | | Miamisburg, OH | | B | | 31,451 | | | 1,964 | | | 6,401 | | | (1) | | (3) | 13,682 | | | 1,963 | | | 20,083 | | | 22,046 | | | (12,448) | | | 1998 | | (A&C) |
Ocean Breeze Jensen Beach MH & RV Resort | | Jensen Beach, FL | | C | | 0 | | | 19,026 | | | 13,862 | | | 0 | | | 30,032 | | | 19,026 | | | 43,894 | | | 62,920 | | | (5,296) | | | 2016 | | (A&C) |
Ocean Breeze MH & RV Resort(6) | | Marathon, FL | | — | | 0 | | | 2,330 | | | 1,770 | | | 0 | | | 5,076 | | | 2,330 | | | 6,846 | | | 9,176 | | | (270) | | | 2016 | | (A) |
Ocean Mesa RV Resort(4) | | Goleta, CA | | — | | 0 | | | 15,962 | | | 6,200 | | | 0 | | | 4 | | | 15,962 | | | 6,204 | | | 22,166 | | | (128) | | | 2020 | | (A) |
Ocean Pines | | Garden City, SC | | C | | 0 | | | 7,623 | | | 35,333 | | | 0 | | | 423 | | | 7,623 | | | 35,756 | | | 43,379 | | | (2,219) | | | 2019 | | (A) |
Ocean West | | McKinleyville, CA | | B | | 4,562 | | | 5,040 | | | 4,413 | | | 349 | | | 694 | | | 5,389 | | | 5,107 | | | 10,496 | | | (583) | | | 2017 | | (A) |
Oceanside RV Resort & Campground | | Coos Bay, OR | | — | | 0 | | | 2,718 | | | 3,244 | | | 1 | | | 1,361 | | | 2,719 | | | 4,605 | | | 7,324 | | | (445) | | | 2018 | | (A) |
Orange City MH & RV Resort | | Orange City, FL | | B | | 11,172 | | | 920 | | | 5,540 | | | 0 | | | 5,632 | | | 920 | | | 11,172 | | | 12,092 | | | (2,683) | | | 2011 | | (A) |
Orange Tree Village | | Orange City, FL | | D | | 10,049 | | | 283 | | | 2,530 | | | 15 | | | 1,361 | | | 298 | | | 3,891 | | | 4,189 | | | (2,908) | | | 1994 | | (A) |
Orchard Lake | | Milford, OH | | C | | 0 | | | 395 | | | 4,025 | | | (15) | | (3) | 3,121 | | | 380 | | | 7,146 | | | 7,526 | | | (3,628) | | | 1999 | | (A) |
Paddock Park South | | Ocala, FL | | — | | 0 | | | 630 | | | 6,601 | | | 0 | | | 1,900 | | | 630 | | | 8,501 | | | 9,131 | | | (1,279) | | | 2016 | | (A) |
Palm Creek Golf & RV Resort | | Casa Grande, AZ | | D | | 94,720 | | | 11,836 | | | 76,143 | | | 0 | | | 25,046 | | | 11,836 | | | 101,189 | | | 113,025 | | | (31,816) | | | 2012 | | (A&C) |
Palm Key Village | | Davenport, FL | | D | | 15,620 | | | 3,840 | | | 15,661 | | | 0 | | | 895 | | | 3,840 | | | 16,556 | | | 20,396 | | | (3,203) | | | 2015 | | (A) |
Palm Village | | Bradenton, FL | | — | | 0 | | | 2,970 | | | 2,849 | | | 0 | | | 1,815 | | | 2,970 | | | 4,664 | | | 7,634 | | | (664) | | | 2016 | | (A) |
Palos Verdes Shores MH & Golf Community(2) | | San Pedro, CA | | D | | 24,870 | | | 0 | | | 21,815 | | | 0 | | | 2,451 | | | 0 | | | 24,266 | | | 24,266 | | | (3,660) | | | 2016 | | (A) |
Pandion Ridge RV Resort | | Orange Beach, AL | | — | | 0 | | | 12,719 | | | 7,515 | | | 906 | | | 526 | | | 13,625 | | | 8,041 | | | 21,666 | | | (447) | | | 2019 | | (A) |
Park Place | | Sebastian, FL | | — | | 0 | | | 1,360 | | | 48,678 | | | 67 | | | 3,337 | | | 1,427 | | | 52,015 | | | 53,442 | | | (9,535) | | | 2015 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Ocean Breeze Jensen Beach MH & RV Resort | | Jensen Beach, FL | | — | | — |
| | 19,026 |
| | 13,862 |
| | — |
| | 27,223 |
| | 19,026 |
| | 41,085 |
| | 60,111 |
| | (3,574 | ) | | 2016 | | (A&C) |
Ocean Breeze MH & RV Resort (6) | | Marathon, FL | | C | | — |
| | 2,330 |
| | 1,770 |
| | — |
| | 4,406 |
| | 2,330 |
| | 6,176 |
| | 8,506 |
| | (78 | ) | | 2016 | | (A) |
Ocean Pine (4) | | Garden City, SC | | C | | — |
| | 7,623 |
| | 35,333 |
| | — |
| | 1 |
| | 7,623 |
| | 35,334 |
| | 42,957 |
| | (735 | ) | | 2019 | | (A) |
Ocean West | | McKinleyville, CA | | B | | 4,592 |
| | 5,040 |
| | 4,413 |
| | 349 |
| | 509 |
| | 5,389 |
| | 4,922 |
| | 10,311 |
| | (407 | ) | | 2017 | | (A) |
Oceanside RV Resort & Campground | | Coos Bay, OR | | — | | — |
| | 2,718 |
| | 3,244 |
| | 1 |
| | 986 |
| | 2,719 |
| | 4,230 |
| | 6,949 |
| | (243 | ) | | 2018 | | (A) |
Orange City MH & RV Resort | | Orange City, FL | | C | | — |
| | 920 |
| | 5,540 |
| | — |
| | 3,913 |
| | 920 |
| | 9,453 |
| | 10,373 |
| | (2,356 | ) | | 2011 | | (A) |
Orange Tree Village | | Orange City, FL | | D | | 10,373 |
| | 283 |
| | 2,530 |
| | 15 |
| | 1,300 |
| | 298 |
| | 3,830 |
| | 4,128 |
| | (2,764 | ) | | 1994 | | (A) |
Orchard Lake | | Milford, OH | | C | | — |
| | 395 |
| | 4,025 |
| | (15 | ) | (3 | ) | 2,544 |
| | 380 |
| | 6,569 |
| | 6,949 |
| | (3,307 | ) | | 1999 | | (A) |
Paddock Park South | | Ocala, FL | | — | | — |
| | 630 |
| | 6,601 |
| | — |
| | 1,544 |
| | 630 |
| | 8,145 |
| | 8,775 |
| | (936 | ) | | 2016 | | (A) |
Palm Creek Golf & RV Resort | | Casa Grande, AZ | | D | | 96,555 |
| | 11,836 |
| | 76,143 |
| | — |
| | 24,577 |
| | 11,836 |
| | 100,720 |
| | 112,556 |
| | (27,933 | ) | | 2012 | | (A&C) |
Palm Key Village | | Davenport, FL | | D | | 15,900 |
| | 3,840 |
| | 15,661 |
| | — |
| | 811 |
| | 3,840 |
| | 16,472 |
| | 20,312 |
| | (2,602 | ) | | 2015 | | (A) |
Palm Village | | Bradenton, FL | | — | | — |
| | 2,970 |
| | 2,849 |
| | — |
| | 1,716 |
| | 2,970 |
| | 4,565 |
| | 7,535 |
| | (485 | ) | | 2016 | | (A) |
Palos Verdes Shores MH & Golf Community (2) | | San Pedro, CA | | D | | 25,446 |
| | — |
| | 21,815 |
| | — |
| | 2,221 |
| | — |
| | 24,036 |
| | 24,036 |
| | (2,818 | ) | | 2016 | | (A) |
Pandion Ridge RV Resort (4) | | Orange Beach, AL | | — | | — |
| | 12,719 |
| | 7,515 |
| | — |
| | — |
| | 12,719 |
| | 7,515 |
| | 20,234 |
| | (146 | ) | | 2019 | | (A) |
Park Place | | Sebastian, FL | | D | | 17,650 |
| | 1,360 |
| | 48,678 |
| | 67 |
| | 3,037 |
| | 1,427 |
| | 51,715 |
| | 53,142 |
| | (7,747 | ) | | 2015 | | (A) |
Park Royale | | Pinellas Park, FL | | D | | 15,722 |
| | 670 |
| | 29,046 |
| | — |
| | 384 |
| | 670 |
| | 29,430 |
| | 30,100 |
| | (4,532 | ) | | 2015 | | (A) |
Parkside Village | | Cheektowaga, NY | | — | | — |
| | 550 |
| | 10,402 |
| | — |
| | 307 |
| | 550 |
| | 10,709 |
| | 11,259 |
| | (2,021 | ) | | 2014 | | (A) |
Pebble Creek | | Greenwood, IN | | C | | — |
| | 1,030 |
| | 5,074 |
| | — |
| | 11,486 |
| | 1,030 |
| | 16,560 |
| | 17,590 |
| | (7,161 | ) | | 2000 | | (A&C) |
Pecan Branch | | Georgetown, TX | | C | | — |
| | 1,379 |
| | — |
| | 235 |
| | — |
| | 1,614 |
| | 18,016 |
| | 19,630 |
| | (2,970 | ) | | 1999 | | (C) |
Pecan Park RV Resort | | Jacksonville, FL | | — | | — |
| | 2,000 |
| | 5,000 |
| | 1,420 |
| | 5,872 |
| | 3,420 |
| | 10,872 |
| | 14,292 |
| | (813 | ) | | 2016 | | (A) |
Pelican Bay | | Micco, FL | | D | | 6,580 |
| | 470 |
| | 10,543 |
| | — |
| | 1,753 |
| | 470 |
| | 12,296 |
| | 12,766 |
| | (1,896 | ) | | 2015 | | (A) |
Pelican RV Resort & Marina | | Marathon, FL | | C | | — |
| | 4,760 |
| | 4,742 |
| | — |
| | 1,658 |
| | 4,760 |
| | 6,400 |
| | 11,160 |
| | (877 | ) | | 2016 | | (A) |
Pembroke Downs | | Chino, CA | | D | | 10,905 |
| | 9,560 |
| | 7,269 |
| | — |
| | 791 |
| | 9,560 |
| | 8,060 |
| | 17,620 |
| | (927 | ) | | 2016 | | (A) |
Peter’s Pond RV Resort | | Sandwich, MA | | C | | — |
| | 4,700 |
| | 22,840 |
| | — |
| | 4,056 |
| | 4,700 |
| | 26,896 |
| | 31,596 |
| | (7,513 | ) | | 2013 | | (A) |
Petoskey KOA RV Resort | | Petoskey, MI | | — | | — |
| | 214 |
| | 8,676 |
| | 652 |
| | 929 |
| | 866 |
| | 9,605 |
| | 10,471 |
| | (507 | ) | | 2018 | | (A) |
Petoskey RV Resort | | Petoskey, MI | | — | | — |
| | 230 |
| | 3,270 |
| | — |
| | 4,439 |
| | 230 |
| | 7,709 |
| | 7,939 |
| | (846 | ) | | 2016 | | (A) |
Pheasant Ridge | | Lancaster, PA | | A | | 20,833 |
| | 2,044 |
| | 19,279 |
| | — |
| | 1,083 |
| | 2,044 |
| | 20,362 |
| | 22,406 |
| | (11,475 | ) | | 2002 | | (A) |
Pickerel Park RV Resort & Campground | | Napanee, ON | | — | | — |
| | 900 |
| | 2,125 |
| | (21 | ) | (1 | ) | 2,010 |
| | 879 |
| | 4,135 |
| | 5,014 |
| | (406 | ) | | 2016 | | (A) |
Pin Oak Parc | | O’Fallon, MO | | — | | — |
| | 1,038 |
| | 3,250 |
| | 467 |
| | 16,211 |
| | 1,505 |
| | 19,461 |
| | 20,966 |
| | (9,676 | ) | | 1994 | | (A&C) |
Pine Hills | | Middlebury, IN | | A | | 2,616 |
| | 72 |
| | 544 |
| | 60 |
| | 3,473 |
| | 132 |
| | 4,017 |
| | 4,149 |
| | (2,415 | ) | | 1980 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Park Royale | | Pinellas Park, FL | | D | | 15,291 | | | 670 | | | 29,046 | | | 0 | | | 527 | | | 670 | | | 29,573 | | | 30,243 | | | (5,567) | | | 2015 | | (A) |
Parkside Village | | Cheektowaga, NY | | — | | 0 | | | 550 | | | 10,402 | | | 0 | | | 359 | | | 550 | | | 10,761 | | | 11,311 | | | (2,397) | | | 2014 | | (A) |
Pebble Creek | | Greenwood, IN | | C | | 0 | | | 1,030 | | | 5,074 | | | 0 | | | 11,442 | | | 1,030 | | | 16,516 | | | 17,546 | | | (7,714) | | | 2000 | | (A&C) |
Pecan Branch | | Georgetown, TX | | C | | 0 | | | 1,379 | | | 0 | | | 235 | | | 20,386 | | | 1,614 | | | 20,386 | | | 22,000 | | | (4,084) | | | 1999 | | (C) |
Pecan Park RV Resort | | Jacksonville, FL | | — | | 0 | | | 2,000 | | | 5,000 | | | 1,420 | | | 11,158 | | | 3,420 | | | 16,158 | | | 19,578 | | | (1,382) | | | 2016 | | (A&C) |
Pelican Bay | | Micco, FL | | D | | 6,400 | | | 470 | | | 10,543 | | | 0 | | | 1,703 | | | 470 | | | 12,246 | | | 12,716 | | | (2,379) | | | 2015 | | (A) |
Pelican RV Resort & Marina | | Marathon, FL | | C | | 0 | | | 4,760 | | | 4,742 | | | 0 | | | 1,906 | | | 4,760 | | | 6,648 | | | 11,408 | | | (1,183) | | | 2016 | | (A) |
Pembroke Downs | | Chino, CA | | D | | 10,659 | | | 9,560 | | | 7,269 | | | 0 | | | 843 | | | 9,560 | | | 8,112 | | | 17,672 | | | (1,209) | | | 2016 | | (A) |
Peter’s Pond RV Resort | | Sandwich, MA | | C | | 0 | | | 4,700 | | | 22,840 | | | 0 | | | 4,046 | | | 4,700 | | | 26,886 | | | 31,586 | | | (8,569) | | | 2013 | | (A) |
Petoskey KOA RV Resort | | Petoskey, MI | | — | | 0 | | | 214 | | | 8,676 | | | 652 | | | 1,940 | | | 866 | | | 10,616 | | | 11,482 | | | (877) | | | 2018 | | (A) |
Petoskey RV Resort | | Petoskey, MI | | — | | 0 | | | 230 | | | 3,270 | | | 0 | | | 4,773 | | | 230 | | | 8,043 | | | 8,273 | | | (1,244) | | | 2016 | | (A) |
Pheasant Ridge | | Lancaster, PA | | B | | 41,341 | | | 2,044 | | | 19,279 | | | 0 | | | 1,041 | | | 2,044 | | | 20,320 | | | 22,364 | | | (12,101) | | | 2002 | | (A) |
Pickerel Park RV Resort & Campground | | Napanee, ON | | — | | 0 | | | 900 | | | 2,125 | | | (2) | | (1) | 2,026 | | | 898 | | | 4,151 | | | 5,049 | | | (598) | | | 2016 | | (A) |
Pin Oak Parc | | O’Fallon, MO | | — | | 0 | | | 1,038 | | | 3,250 | | | 467 | | | 15,848 | | | 1,505 | | | 19,098 | | | 20,603 | | | (10,369) | | | 1994 | | (A&C) |
Pine Hills | | Middlebury, IN | | A | | 2,571 | | | 72 | | | 544 | | | 60 | | | 3,703 | | | 132 | | | 4,247 | | | 4,379 | | | (2,601) | | | 1980 | | (A) |
Pine Ridge | | Prince George, VA | | B | | 11,544 | | | 405 | | | 2,397 | | | 1 | | | 25,028 | | | 406 | | | 27,425 | | | 27,831 | | | (6,656) | | | 1986 | | (A&C) |
Pine Trace | | Houston, TX | | — | | 0 | | | 2,907 | | | 17,169 | | | (212) | | (3) | 15,106 | | | 2,695 | | | 32,275 | | | 34,970 | | | (15,446) | | | 2004 | | (A&C) |
Pinebrook Village | | Kentwood, MI | | — | | 0 | | | 130 | | | 5,692 | | | 0 | | | 1,604 | | | 130 | | | 7,296 | | | 7,426 | | | (2,516) | | | 2011 | | (A) |
Pismo Dunes RV Resort | | Pismo Beach, CA | | D | | 19,381 | | | 11,070 | | | 10,190 | | | 0 | | | 1,436 | | | 11,070 | | | 11,626 | | | 22,696 | | | (1,382) | | | 2017 | | (A) |
Pleasant Lake RV Resort | | Bradenton, FL | | E | | 12,364 | | | 5,220 | | | 20,403 | | | 0 | | | 3,807 | | | 5,220 | | | 24,210 | | | 29,430 | | | (3,824) | | | 2016 | | (A) |
Pony Express RV Resort & Campground | | North Salt Lake, UT | | — | | 0 | | | 3,429 | | | 4,643 | | | 1 | | | 485 | | | 3,430 | | | 5,128 | | | 8,558 | | | (592) | | | 2018 | | (A) |
Presidential Estates Mobile Village | | Hudsonville, MI | | B | | 23,007 | | | 680 | | | 6,314 | | | 0 | | | 5,801 | | | 680 | | | 12,115 | | | 12,795 | | | (7,711) | | | 1996 | | (A) |
Rainbow MH & RV Resort | | Frostproof, FL | | A | | 4,430 | | | 1,890 | | | 5,682 | | | 0 | | | 4,688 | | | 1,890 | | | 10,370 | | | 12,260 | | | (3,402) | | | 2012 | | (A) |
Rainbow Village of Largo | | Largo, FL | | E | | 8,883 | | | 4,420 | | | 12,529 | | | 0 | | | 3,752 | | | 4,420 | | | 16,281 | | | 20,701 | | | (2,673) | | | 2016 | | (A) |
Rainbow Village of Zephyrhills | | Zephyrhills, FL | | D | | 9,040 | | | 1,800 | | | 9,884 | | | 0 | | | 2,263 | | | 1,800 | | | 12,147 | | | 13,947 | | | (1,930) | | | 2016 | | (A) |
Rancho Alipaz(2) | | San Juan Capistrano, CA | | D | | 12,678 | | | 0 | | | 2,856 | | | 16,168 | | | 918 | | | 16,168 | | | 3,774 | | | 19,942 | | | (582) | | | 2016 | | (A) |
Rancho Caballero | | Riverside, CA | | D | | 15,263 | | | 16,560 | | | 12,446 | | | 0 | | | 1,345 | | | 16,560 | | | 13,791 | | | 30,351 | | | (2,072) | | | 2016 | | (A) |
Rancho Mirage | | Apache Junction, AZ | | — | | 0 | | | 7,510 | | | 22,238 | | | 0 | | | 977 | | | 7,510 | | | 23,215 | | | 30,725 | | | (5,148) | | | 2014 | | (A) |
Red Oaks MH & RV Resort(2) | | Bushnell, FL | | — | | 0 | | | 5,180 | | | 20,499 | | | 0 | | | 6,189 | | | 5,180 | | | 26,688 | | | 31,868 | | | (4,167) | | | 2016 | | (A) |
Regency Heights | | Clearwater, FL | | D | | 27,045 | | | 11,330 | | | 15,734 | | | 0 | | | 2,677 | | | 11,330 | | | 18,411 | | | 29,741 | | | (2,672) | | | 2016 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Pine Ridge | | Prince George, VA | | B | | 11,802 |
| | 405 |
| | 2,397 |
| | 1 |
| | 22,207 |
| | 406 |
| | 24,604 |
| | 25,010 |
| | (5,299 | ) | | 1986 | | (A&C) |
Pine Trace | | Houston, TX | | — | | — |
| | 2,907 |
| | 17,169 |
| | (212 | ) | (3 | ) | 15,896 |
| | 2,695 |
| | 33,065 |
| | 35,760 |
| | (14,406 | ) | | 2004 | | (A&C) |
Pinebrook Village | | Kentwood, MI | | — | | — |
| | 130 |
| | 5,692 |
| | — |
| | 1,443 |
| | 130 |
| | 7,135 |
| | 7,265 |
| | (2,358 | ) | | 2011 | | (A) |
Pismo Dunes RV Resort | | Pismo Beach, CA | | D | | 19,725 |
| | 11,070 |
| | 10,190 |
| | — |
| | 1,101 |
| | 11,070 |
| | 11,291 |
| | 22,361 |
| | (964 | ) | | 2017 | | (A) |
Plantation Landings | | Haines City, FL | | D | | 12,314 |
| | 3,070 |
| | 30,973 |
| | — |
| | 2,419 |
| | 3,070 |
| | 33,392 |
| | 36,462 |
| | (5,048 | ) | | 2015 | | (A) |
Pleasant Lake RV Resort | | Bradenton, FL | | E | | 12,625 |
| | 5,220 |
| | 20,403 |
| | — |
| | 3,592 |
| | 5,220 |
| | 23,995 |
| | 29,215 |
| | (2,898 | ) | | 2016 | | (A) |
Pony Express RV Resort & Campground | | North Salt Lake, UT | | — | | — |
| | 3,429 |
| | 4,643 |
| | 1 |
| | 66 |
| | 3,430 |
| | 4,709 |
| | 8,139 |
| | (347 | ) | | 2018 | | (A) |
Presidential Estates Mobile Village | | Hudsonville, MI | | B | | 23,007 |
| | 680 |
| | 6,314 |
| | — |
| | 5,755 |
| | 680 |
| | 12,069 |
| | 12,749 |
| | (7,522 | ) | | 1996 | | (A) |
Rainbow MH & RV Resort | | Frostproof, FL | | A | | 4,508 |
| | 1,890 |
| | 5,682 |
| | — |
| | 4,461 |
| | 1,890 |
| | 10,143 |
| | 12,033 |
| | (2,905 | ) | | 2012 | | (A) |
Rainbow Village of Largo | | Largo, FL | | E | | 9,070 |
| | 4,420 |
| | 12,529 |
| | — |
| | 3,431 |
| | 4,420 |
| | 15,960 |
| | 20,380 |
| | (2,005 | ) | | 2016 | | (A) |
Rainbow Village of Zephyrhills | | Zephyrhills, FL | | D | | 9,200 |
| | 1,800 |
| | 9,884 |
| | — |
| | 2,179 |
| | 1,800 |
| | 12,063 |
| | 13,863 |
| | (1,464 | ) | | 2016 | | (A) |
Rancho Alipaz (2) | | San Juan Capistrano, CA | | D | | 12,915 |
| | — |
| | 2,856 |
| | 16,168 |
| | 891 |
| | 16,168 |
| | 3,747 |
| | 19,915 |
| | (443 | ) | | 2016 | | (A) |
Rancho Caballero | | Riverside, CA | | D | | 15,626 |
| | 16,560 |
| | 12,446 |
| | — |
| | 1,213 |
| | 16,560 |
| | 13,659 |
| | 30,219 |
| | (1,588 | ) | | 2016 | | (A) |
Rancho Mirage | | Apache Junction, AZ | | B | | 12,291 |
| | 7,510 |
| | 22,238 |
| | — |
| | 947 |
| | 7,510 |
| | 23,185 |
| | 30,695 |
| | (4,340 | ) | | 2014 | | (A) |
Red Oaks MH & RV Resort (2) | | Bushnell, FL | | — | | — |
| | 5,180 |
| | 20,499 |
| | — |
| | 5,555 |
| | 5,180 |
| | 26,054 |
| | 31,234 |
| | (3,140 | ) | | 2016 | | (A) |
Regency Heights | | Clearwater, FL | | D | | 27,525 |
| | 11,330 |
| | 15,734 |
| | — |
| | 2,402 |
| | 11,330 |
| | 18,136 |
| | 29,466 |
| | (2,035 | ) | | 2016 | | (A) |
Reserve at Fox Creek | | Bullhead City, AZ | | D | | 15,848 |
| | 1,950 |
| | 20,074 |
| | — |
| | 1,386 |
| | 1,950 |
| | 21,460 |
| | 23,410 |
| | (4,033 | ) | | 2014 | | (A) |
Reunion Lake RV Resort (4) | | Ponchatoula, LA | | — | | — |
| | 7,726 |
| | 16,146 |
| | — |
| | 136 |
| | 7,726 |
| | 16,282 |
| | 24,008 |
| | (302 | ) | | 2019 | | (A) |
Richmond Place | | Richmond, MI | | A | | 1,510 |
| | 501 |
| | 2,040 |
| | (31 | ) | (3 | ) | 3,482 |
| | 470 |
| | 5,522 |
| | 5,992 |
| | (2,743 | ) | | 1998 | | (A) |
Riptide RV Resort & Marina | | Key Largo, FL | | — | | — |
| | 2,440 |
| | 991 |
| | — |
| | 1,748 |
| | 2,440 |
| | 2,739 |
| | 5,179 |
| | (327 | ) | | 2016 | | (A) |
River Haven Village | | Grand Haven, MI | | — | | — |
| | 1,800 |
| | 16,967 |
| | — |
| | 15,766 |
| | 1,800 |
| | 32,733 |
| | 34,533 |
| | (14,666 | ) | | 2001 | | (A) |
River Pines (4) | | Nashua, NH | | C | | — |
| | 2,739 |
| | 37,802 |
| | — |
| | 6 |
| | 2,739 |
| | 37,808 |
| | 40,547 |
| | (630 | ) | | 2019 | | (A) |
River Plantation RV Resort (4) | | Sevierville, TN | | — | | — |
| | 3,730 |
| | 19,736 |
| | — |
| | 225 |
| | 3,730 |
| | 19,961 |
| | 23,691 |
| | (366 | ) | | 2019 | | (A) |
River Ranch | | Austin, TX | | C | | — |
| | 4,690 |
| | 843 |
| | 182 |
| | 41,585 |
| | 4,872 |
| | 42,428 |
| | 47,300 |
| | (12,285 | ) | | 2000 | | (A&C) |
River Ridge Estates | | Austin, TX | | A | | 8,745 |
| | 3,201 |
| | 15,090 |
| | — |
| | 8,023 |
| | 3,201 |
| | 23,113 |
| | 26,314 |
| | (12,035 | ) | | 2002 | | (C) |
River Run | | Granby, CO | | — | | — |
| | 8,642 |
| | — |
| | 130 |
| | — |
| | 8,772 |
| | 82,667 |
| | 91,439 |
| | (798 | ) | | 2018 | | (C) |
Riverside Club | | Ruskin, FL | | D | | 39,768 |
| | 1,600 |
| | 66,207 |
| | — |
| | 7,688 |
| | 1,600 |
| | 73,895 |
| | 75,495 |
| | (10,799 | ) | | 2015 | | (A) |
Rock Crusher Canyon RV Resort | | Crystal River, FL | | C | | — |
| | 420 |
| | 5,542 |
| | 168 |
| | 4,046 |
| | 588 |
| | 9,588 |
| | 10,176 |
| | (1,394 | ) | | 2015 | | (A) |
Rolling Hills (4) | | Storrs, CT | | C | | — |
| | 3,960 |
| | 3,755 |
| | — |
| | 8 |
| | 3,960 |
| | 3,763 |
| | 7,723 |
| | (63 | ) | | 2019 | | (A) |
Roxbury Park | | Goshen, IN | | — | | — |
| | 1,057 |
| | 9,870 |
| | 1 |
| | 4,643 |
| | 1,058 |
| | 14,513 |
| | 15,571 |
| | (7,647 | ) | | 2001 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Reserve at Fox Creek | | Bullhead City, AZ | | D | | 15,562 | | | 1,950 | | | 20,074 | | | 0 | | | 1,369 | | | 1,950 | | | 21,443 | | | 23,393 | | | (4,790) | | | 2014 | | (A) |
Reunion Lake RV Resort | | Ponchatoula, LA | | — | | 0 | | | 7,726 | | | 16,146 | | | 0 | | | 1,501 | | | 7,726 | | | 17,647 | | | 25,373 | | | (940) | | | 2019 | | (A) |
Richmond Place | | Richmond, MI | | B | | 6,400 | | | 501 | | | 2,040 | | | (31) | | (3) | 3,648 | | | 470 | | | 5,688 | | | 6,158 | | | (2,902) | | | 1998 | | (A) |
Riptide RV Resort & Marina | | Key Largo, FL | | — | | 0 | | | 2,440 | | | 991 | | | 0 | | | 1,836 | | | 2,440 | | | 2,827 | | | 5,267 | | | (441) | | | 2016 | | (A) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
River Haven Village | | Grand Haven, MI | | — | | 0 | | | 1,800 | | | 16,967 | | | 0 | | | 17,977 | | | 1,800 | | | 34,944 | | | 36,744 | | | (16,105) | | | 2001 | | (A) |
River Pines | | Nashua, NH | | C | | 0 | | | 2,739 | | | 37,802 | | | 0 | | | 512 | | | 2,739 | | | 38,314 | | | 41,053 | | | (1,904) | | | 2019 | | (A) |
River Ranch | | Austin, TX | | C | | 0 | | | 4,690 | | | 843 | | | 182 | | | 40,505 | | | 4,872 | | | 41,348 | | | 46,220 | | | (13,126) | | | 2000 | | (A&C) |
River Ridge Estates | | Austin, TX | | B | | 39,509 | | | 3,201 | | | 15,090 | | | 0 | | | 7,614 | | | 3,201 | | | 22,704 | | | 25,905 | | | (12,523) | | | 2002 | | (C) |
River Run | | Granby, CO | | — | | 0 | | | 8,642 | | | 0 | | | 130 | | | 118,304 | | | 8,772 | | | 118,304 | | | 127,076 | | | (3,489) | | | 2018 | | (C) |
Riverside Club | | Ruskin, FL | | D | | 39,050 | | | 1,600 | | | 66,207 | | | 0 | | | 9,872 | | | 1,600 | | | 76,079 | | | 77,679 | | | (13,449) | | | 2015 | | (A) |
Riverside Drive Park(4) | | Augusta, ME | | — | | 0 | | | 1,177 | | | 12,084 | | | 0 | | | 0 | | | 1,177 | | | 12,084 | | | 13,261 | | | (216) | | | 2020 | | (A) |
Riverside Village(4) | | Jensen Beach, FL | | — | | 0 | | | 4,623 | | | 0 | | | 0 | | | 0 | | | 4,623 | | | 0 | | | 4,623 | | | 0 | | | 2020 | | (A) |
Rock Crusher Canyon RV Resort | | Crystal River, FL | | C | | 0 | | | 420 | | | 5,542 | | | 168 | | | 4,728 | | | 588 | | | 10,270 | | | 10,858 | | | (1,900) | | | 2015 | | (A) |
Rolling Hills | | Storrs, CT | | C | | 0 | | | 3,960 | | | 3,755 | | | 0 | | | 619 | | | 3,960 | | | 4,374 | | | 8,334 | | | (188) | | | 2019 | | (A) |
Roxbury Park | | Goshen, IN | | — | | 0 | | | 1,057 | | | 9,870 | | | 1 | | | 5,231 | | | 1,058 | | | 15,101 | | | 16,159 | | | (8,177) | | | 2001 | | (A) |
Royal Country | | Miami, FL | | E | | 58,500 | | | 2,290 | | | 20,758 | | | 0 | | | 3,132 | | | 2,290 | | | 23,890 | | | 26,180 | | | (19,681) | | | 1994 | | (A) |
Royal Palm Village | | Haines City, FL | | E | | 11,079 | | | 1,730 | | | 27,446 | | | 0 | | | 4,237 | | | 1,730 | | | 31,683 | | | 33,413 | | | (6,007) | | | 2015 | | (A) |
Royal Palms MH & RV Resort(2) | | Cathedral City, CA | | — | | 0 | | | 0 | | | 21,660 | | | 0 | | | 2,453 | | | 0 | | | 24,113 | | | 24,113 | | | (3,581) | | | 2016 | | (A) |
Rudgate Clinton | | Clinton Township, MI | | A | | 24,623 | | | 1,090 | | | 23,664 | | | 0 | | | 10,537 | | | 1,090 | | | 34,201 | | | 35,291 | | | (10,599) | | | 2012 | | (A) |
Rudgate Manor | | Sterling Heights, MI | | A | | 14,733 | | | 1,440 | | | 31,110 | | | 0 | | | 13,997 | | | 1,440 | | | 45,107 | | | 46,547 | | | (13,780) | | | 2012 | | (A) |
Saco / Old Orchard Beach KOA | | Saco, ME | | C | | 0 | | | 790 | | | 3,576 | | | 0 | | | 5,450 | | | 790 | | | 9,026 | | | 9,816 | | | (2,461) | | | 2014 | | (A) |
Saddle Oak Club | | Ocala, FL | | D | | 19,529 | | | 730 | | | 6,743 | | | 0 | | | 1,879 | | | 730 | | | 8,622 | | | 9,352 | | | (6,607) | | | 1995 | | (A) |
Saddlebrook | | San Marcos, TX | | — | | 0 | | | 1,703 | | | 11,843 | | | 0 | | | 26,873 | | | 1,703 | | | 38,716 | | | 40,419 | | | (13,991) | | | 2002 | | (C) |
San Pedro RV Resort & Marina(6) | | Islamorada, FL | | — | | 0 | | | 3,110 | | | 2,416 | | | 0 | | | (555) | | | 3,110 | | | 1,861 | | | 4,971 | | | (4) | | | 2016 | | (A) |
Sandy Lake MH & RV Resort | | Carrolton, TX | | — | | 0 | | | 730 | | | 17,837 | | | 0 | | | 1,718 | | | 730 | | | 19,555 | | | 20,285 | | | (3,007) | | | 2016 | | (A) |
Saralake Estates | | Sarasota, FL | | — | | 0 | | | 6,540 | | | 11,403 | | | 0 | | | 1,232 | | | 6,540 | | | 12,635 | | | 19,175 | | | (1,970) | | | 2016 | | (A) |
Savanna Club | | Port St. Lucie, FL | | D | | 65,825 | | | 12,810 | | | 79,887 | | | 0 | | | 573 | | | 12,810 | | | 80,460 | | | 93,270 | | | (15,192) | | | 2015 | | (A&C) |
Scio Farms Estates | | Ann Arbor, MI | | B | | 55,561 | | | 2,300 | | | 22,659 | | | (11) | | (3) | 16,242 | | | 2,289 | | | 38,901 | | | 41,190 | | | (26,430) | | | 1995 | | (A&C) |
Sea Air Village | | Rehoboth Beach, DE | | — | | 0 | | | 1,207 | | | 10,179 | | | 0 | | | 2,656 | | | 1,207 | | | 12,835 | | | 14,042 | | | (7,409) | | | 1997 | | (A) |
Sea Breeze MH & RV Resort(6) | | Islamorada, FL | | — | | 0 | | | 7,390 | | | 4,616 | | | 2,312 | | | 289 | | | 9,702 | | | 4,905 | | | 14,607 | | | (13) | | | 2016 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Royal Country | | Miami, FL | | E | | 58,500 |
| | 2,290 |
| | 20,758 |
| | — |
| | 2,999 |
| | 2,290 |
| | 23,757 |
| | 26,047 |
| | (18,859 | ) | | 1994 | | (A) |
Royal Palm Village | | Haines City, FL | | E | | 11,305 |
| | 1,730 |
| | 27,446 |
| | — |
| | 3,559 |
| | 1,730 |
| | 31,005 |
| | 32,735 |
| | (4,788 | ) | | 2015 | | (A) |
Royal Palms MH & RV Resort (2) | | Cathedral City, CA | | — | | — |
| | — |
| | 21,660 |
| | — |
| | 2,184 |
| | — |
| | 23,844 |
| | 23,844 |
| | (2,753 | ) | | 2016 | | (A) |
Rudgate Clinton | | Clinton Township, MI | | A | | 25,221 |
| | 1,090 |
| | 23,664 |
| | — |
| | 9,213 |
| | 1,090 |
| | 32,877 |
| | 33,967 |
| | (9,065 | ) | | 2012 | | (A) |
Rudgate Manor | | Sterling Heights, MI | | A | | 15,091 |
| | 1,440 |
| | 31,110 |
| | — |
| | 12,629 |
| | 1,440 |
| | 43,739 |
| | 45,179 |
| | (11,860 | ) | | 2012 | | (A) |
Saco / Old Orchard Beach KOA | | Saco, ME | | C | | — |
| | 790 |
| | 3,576 |
| | — |
| | 5,404 |
| | 790 |
| | 8,980 |
| | 9,770 |
| | (2,010 | ) | | 2014 | | (A) |
Saddle Oak Club | | Ocala, FL | | D | | 19,894 |
| | 730 |
| | 6,743 |
| | — |
| | 1,778 |
| | 730 |
| | 8,521 |
| | 9,251 |
| | (6,322 | ) | | 1995 | | (A) |
Saddlebrook | | San Marcos, TX | | — | | — |
| | 1,703 |
| | 11,843 |
| | — |
| | 26,740 |
| | 1,703 |
| | 38,583 |
| | 40,286 |
| | (12,744 | ) | | 2002 | | (C) |
San Pedro RV Resort & Marina (6) | | Islamorada, FL | | — | | — |
| | 3,110 |
| | 2,416 |
| | — |
| | (1,146 | ) | | 3,110 |
| | 1,270 |
| | 4,380 |
| | (1 | ) | | 2016 | | (A) |
Sandy Lake MH & RV Resort | | Carrolton, TX | | — | | — |
| | 730 |
| | 17,837 |
| | — |
| | 1,605 |
| | 730 |
| | 19,442 |
| | 20,172 |
| | (2,319 | ) | | 2016 | | (A) |
Saralake Estates | | Sarasota, FL | | — | | — |
| | 6,540 |
| | 11,403 |
| | — |
| | 1,218 |
| | 6,540 |
| | 12,621 |
| | 19,161 |
| | (1,519 | ) | | 2016 | | (A) |
Savanna Club | | Port St. Lucie, FL | | D | | 67,035 |
| | 12,810 |
| | 79,887 |
| | — |
| | 373 |
| | 12,810 |
| | 80,260 |
| | 93,070 |
| | (12,418 | ) | | 2015 | | (A&C) |
Scio Farms Estates | | Ann Arbor, MI | | B | | 56,802 |
| | 2,300 |
| | 22,659 |
| | (11 | ) | (3 | ) | 15,698 |
| | 2,289 |
| | 38,357 |
| | 40,646 |
| | (25,128 | ) | | 1995 | | (A&C) |
Sea Air Village | | Rehoboth Beach, DE | | — | | — |
| | 1,207 |
| | 10,179 |
| | — |
| | 2,586 |
| | 1,207 |
| | 12,765 |
| | 13,972 |
| | (7,032 | ) | | 1997 | | (A) |
Sea Breeze MH & RV Resort (6) | | Islamorada, FL | | — | | — |
| | 7,390 |
| | 4,616 |
| | 2,312 |
| | (2,426 | ) | | 9,702 |
| | 2,190 |
| | 11,892 |
| | (3 | ) | | 2016 | | (A) |
Seaport RV Resort | | Old Mystic, CT | | C | | — |
| | 120 |
| | 290 |
| | — |
| | 2,497 |
| | 120 |
| | 2,787 |
| | 2,907 |
| | (1,252 | ) | | 2013 | | (A) |
Seashore Campsites & RV Resort | | Cape May, NJ | | D | | 15,515 |
| | 1,030 |
| | 23,228 |
| | — |
| | 2,951 |
| | 1,030 |
| | 26,179 |
| | 27,209 |
| | (5,486 | ) | | 2014 | | (A) |
Serendipity | | North Fort Myers, FL | | B | | 10,142 |
| | 1,160 |
| | 23,522 |
| | — |
| | 3,404 |
| | 1,160 |
| | 26,926 |
| | 28,086 |
| | (4,289 | ) | | 2015 | | (A) |
Settler’s Rest RV Resort | | Zephyrhills, FL | | C | | — |
| | 1,760 |
| | 7,685 |
| | — |
| | 1,864 |
| | 1,760 |
| | 9,549 |
| | 11,309 |
| | (1,141 | ) | | 2016 | | (A) |
Shadow Wood Village | | Hudson, FL | | — | | — |
| | 4,520 |
| | 3,898 |
| | 664 |
| | 4,103 |
| | 5,184 |
| | 8,001 |
| | 13,185 |
| | (625 | ) | | 2016 | | (A) |
Shady Pines MH & RV Resort | | Galloway Township, NJ | | — | | — |
| | 1,060 |
| | 3,768 |
| | — |
| | 1,329 |
| | 1,060 |
| | 5,097 |
| | 6,157 |
| | (610 | ) | | 2016 | | (A) |
Shady Road Villas | | Ocala, FL | | — | | — |
| | 450 |
| | 2,819 |
| | — |
| | 1,887 |
| | 450 |
| | 4,706 |
| | 5,156 |
| | (499 | ) | | 2016 | | (A) |
Sheffield Estates | | Auburn Hills, MI | | C | | — |
| | 778 |
| | 7,165 |
| | — |
| | 2,204 |
| | 778 |
| | 9,369 |
| | 10,147 |
| | (4,474 | ) | | 2006 | | (A) |
Shelby Forest (4) | | Shelby Twp, MI | | — | | — |
| | 4,050 |
| | 42,362 |
| | — |
| | 87 |
| | 4,050 |
| | 42,449 |
| | 46,499 |
| | (895 | ) | | 2019 | | (A) |
Shelby West (4) | | Shelby Twp, MI | | — | | — |
| | 5,676 |
| | 38,933 |
| | — |
| | 7 |
| | 5,676 |
| | 38,940 |
| | 44,616 |
| | (714 | ) | | 2019 | | (A) |
Shell Creek RV Resort & Marina | | Punta Gorda, FL | | E | | 6,423 |
| | 2,200 |
| | 9,662 |
| | — |
| | 2,455 |
| | 2,200 |
| | 12,117 |
| | 14,317 |
| | (1,366 | ) | | 2016 | | (A) |
Sherkston Shores Beach Resort & Campground | | Sherkston, ON | | — | | — |
| | 22,750 |
| | 97,164 |
| | (110 | ) | (1 | ) | 8,899 |
| | 22,640 |
| | 106,063 |
| | 128,703 |
| | (12,728 | ) | | 2016 | | (A) |
Siesta Bay RV Park | | Ft. Myers, FL | | A | | 30,733 |
| | 2,051 |
| | 18,549 |
| | 5 |
| | 5,041 |
| | 2,056 |
| | 23,590 |
| | 25,646 |
| | (16,378 | ) | | 1996 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Seaport RV Resort | | Old Mystic, CT | | C | | 0 | | | 120 | | | 290 | | | 0 | | | 2,570 | | | 120 | | | 2,860 | | | 2,980 | | | (1,404) | | | 2013 | | (A) |
Seashore Campsites & RV Resort | | Cape May, NJ | | D | | 15,030 | | | 1,030 | | | 23,228 | | | 0 | | | 3,135 | | | 1,030 | | | 26,363 | | | 27,393 | | | (6,531) | | | 2014 | | (A) |
Serendipity | | North Fort Myers, FL | | — | | 0 | | | 1,160 | | | 23,522 | | | 0 | | | 3,828 | | | 1,160 | | | 27,350 | | | 28,510 | | | (5,256) | | | 2015 | | (A) |
Settler’s Rest RV Resort | | Zephyrhills, FL | | C | | 0 | | | 1,760 | | | 7,685 | | | 0 | | | 2,108 | | | 1,760 | | | 9,793 | | | 11,553 | | | (1,526) | | | 2016 | | (A) |
Shadow Wood Village | | Hudson, FL | | — | | 0 | | | 4,520 | | | 3,898 | | | 664 | | | 8,520 | | | 5,184 | | | 12,418 | | | 17,602 | | | (1,084) | | | 2016 | | (A) |
Shady Pines MH & RV Resort | | Galloway Township, NJ | | — | | 0 | | | 1,060 | | | 3,768 | | | 0 | | | 1,330 | | | 1,060 | | | 5,098 | | | 6,158 | | | (810) | | | 2016 | | (A) |
Shady Road Villas | | Ocala, FL | | — | | 0 | | | 450 | | | 2,819 | | | 0 | | | 3,762 | | | 450 | | | 6,581 | | | 7,031 | | | (785) | | | 2016 | | (A) |
Sheffield Estates | | Auburn Hills, MI | | C | | 0 | | | 778 | | | 7,165 | | | 0 | | | 2,887 | | | 778 | | | 10,052 | | | 10,830 | | | (4,840) | | | 2006 | | (A) |
Shelby Forest | | Shelby Twp, MI | | — | | 0 | | | 4,050 | | | 42,362 | | | 0 | | | 462 | | | 4,050 | | | 42,824 | | | 46,874 | | | (2,531) | | | 2019 | | (A) |
Shelby West | | Shelby Twp, MI | | — | | 0 | | | 5,676 | | | 38,933 | | | 0 | | | 251 | | | 5,676 | | | 39,184 | | | 44,860 | | | (2,143) | | | 2019 | | (A) |
Shell Creek RV Resort & Marina | | Punta Gorda, FL | | E | | 6,286 | | | 2,200 | | | 9,662 | | | 0 | | | 3,198 | | | 2,200 | | | 12,860 | | | 15,060 | | | (1,825) | | | 2016 | | (A) |
Shenandoah Acres Family Campground(4) | | Stuarts Draft, VA | | — | | 0 | | | 0 | | | 0 | | | 0 | | | 17,132 | | | 0 | | | 17,132 | | | 17,132 | | | (242) | | | 2020 | | (A) |
Sherkston Shores Beach Resort & Campground | | Sherkston, ON | | — | | 0 | | | 22,750 | | | 97,164 | | | 378 | | | 23,733 | | | 23,128 | | | 120,897 | | | 144,025 | | | (17,006) | | | 2016 | | (A) |
Siesta Bay RV Park | | Ft. Myers, FL | | B | | 65,019 | | | 2,051 | | | 18,549 | | | 5 | | | 5,312 | | | 2,056 | | | 23,861 | | | 25,917 | | | (17,278) | | | 1996 | | (A) |
Silver Birches RV Resort & Campground | | Lambton Shores, ON | | — | | 0 | | | 880 | | | 1,540 | | | (2) | | (1) | 577 | | | 878 | | | 2,117 | | | 2,995 | | | (358) | | | 2016 | | (A) |
Silver Creek RV Resort | | Mears, MI | | — | | 0 | | | 605 | | | 7,014 | | | 3 | | | 1,122 | | | 608 | | | 8,136 | | | 8,744 | | | (775) | | | 2018 | | (C) |
Silver Springs | | Clinton Township, MI | | B | | 6,667 | | | 861 | | | 16,595 | | | 0 | | | 3,540 | | | 861 | | | 20,135 | | | 20,996 | | | (6,645) | | | 2012 | | (A) |
Sky Harbor | | Cheektowaga, NY | | A | | 13,459 | | | 2,318 | | | 24,253 | | | 0 | | | 6,278 | | | 2,318 | | | 30,531 | | | 32,849 | | | (6,551) | | | 2014 | | (A) |
Skyline | | Fort Collins, CO | | E | | 9,683 | | | 2,260 | | | 12,120 | | | 0 | | | 942 | | | 2,260 | | | 13,062 | | | 15,322 | | | (2,954) | | | 2014 | | (A) |
Slickrock RV Resort & Campground | | Moab, UT | | — | | 0 | | | 0 | | | 0 | | | 3,188 | | | 7,702 | | | 3,188 | | | 7,702 | | | 10,890 | | | (139) | | | 2019 | | (A) |
Smith Creek Crossing | | Granby, CO | | — | | 0 | | | 1,395 | | | 0 | | | 20 | | | 29,777 | | | 1,415 | | | 29,777 | | | 31,192 | | | (331) | | | 2018 | | (C) |
Southern Charm MH & RV Resort | | Zephyrhills, FL | | E | | 11,524 | | | 4,940 | | | 17,366 | | | 0 | | | 2,888 | | | 4,940 | | | 20,254 | | | 25,194 | | | (3,274) | | | 2016 | | (A) |
Southern Hills / Northridge Place | | Stewartville, MN | | E | | 7,423 | | | 360 | | | 12,723 | | | 0 | | | 12,372 | | | 360 | | | 25,095 | | | 25,455 | | | (5,882) | | | 2014 | | (A&C) |
Southern Palms | | Ladson, SC | | C | | 0 | | | 2,351 | | | 9,441 | | | 0 | | | 224 | | | 2,351 | | | 9,665 | | | 12,016 | | | (1,796) | | | 2019 | | (A) |
Southern Pines | | Bradenton, FL | | — | | 0 | | | 1,710 | | | 3,337 | | | 0 | | | 1,336 | | | 1,710 | | | 4,673 | | | 6,383 | | | (771) | | | 2016 | | (A) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Southport Springs Golf & Country Club | | Zephyrhills, FL | | D | | 33,891 | | | 15,060 | | | 17,229 | | | 0 | | | 4,025 | | | 15,060 | | | 21,254 | | | 36,314 | | | (3,922) | | | 2015 | | (A&C) |
Southside Landing | | Cambridge, MD | | C | | 0 | | | 1,004 | | | 2,535 | | | 0 | | | 645 | | | 1,004 | | | 3,180 | | | 4,184 | | | (146) | | | 2019 | | (A) |
Southwood Village | | Grand Rapids, MI | | — | | 0 | | | 300 | | | 11,517 | | | 0 | | | 1,647 | | | 300 | | | 13,164 | | | 13,464 | | | (4,164) | | | 2011 | | (A) |
Spanish Main MH & RV Resort | | Thonotasassa, FL | | — | | 0 | | | 2,390 | | | 8,159 | | | 0 | | | 5,156 | | | 2,390 | | | 13,315 | | | 15,705 | | | (1,822) | | | 2016 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Silver Birches RV Resort & Campground | | Lambton Shores, ON | | — | | — |
| | 880 |
| | 1,540 |
| | (21 | ) | (1 | ) | 516 |
| | 859 |
| | 2,056 |
| | 2,915 |
| | (259 | ) | | 2016 | | (A) |
Silver Creek RV Resort | | Mears, MI | | — | | — |
| | 605 |
| | 7,014 |
| | 3 |
| | 1,062 |
| | 608 |
| | 8,076 |
| | 8,684 |
| | (448 | ) | | 2018 | | (C) |
Silver Springs | | Clinton Township, MI | | B | | 6,938 |
| | 861 |
| | 16,595 |
| | — |
| | 3,521 |
| | 861 |
| | 20,116 |
| | 20,977 |
| | (5,954 | ) | | 2012 | | (A) |
Sky Harbor | | Cheektowaga, NY | | A | | 13,705 |
| | 2,318 |
| | 24,253 |
| | — |
| | 6,058 |
| | 2,318 |
| | 30,311 |
| | 32,629 |
| | (5,427 | ) | | 2014 | | (A) |
Skyline | | Fort Collins, CO | | E | | 9,882 |
| | 2,260 |
| | 12,120 |
| | — |
| | 759 |
| | 2,260 |
| | 12,879 |
| | 15,139 |
| | (2,490 | ) | | 2014 | | (A) |
Slickrock RV Resort & Campground (4) | | Moab, UT | | — | | — |
| | — |
| | — |
| | — |
| | 8,515 |
| | — |
| | 8,515 |
| | 8,515 |
| | — |
| | 2019 | | (A) |
Smith Creek Crossing | | Granby, CO | | — | | — |
| | 1,395 |
| | — |
| | 20 |
| | — |
| | 1,415 |
| | 11,986 |
| | 13,401 |
| | (1 | ) | | 2018 | | (C) |
Southern Charm MH & RV Resort | | Zephyrhills, FL | | E | | 11,767 |
| | 4,940 |
| | 17,366 |
| | — |
| | 2,691 |
| | 4,940 |
| | 20,057 |
| | 24,997 |
| | (2,482 | ) | | 2016 | | (A) |
Southern Hills / Northridge Place | | Stewartville, MN | | E | | 7,576 |
| | 360 |
| | 12,723 |
| | — |
| | 12,551 |
| | 360 |
| | 25,274 |
| | 25,634 |
| | (4,739 | ) | | 2014 | | (A&C) |
Southern Palms (4) | | Ladson, SC | | C | | — |
| | 2,351 |
| | 9,441 |
| | — |
| | 15 |
| | 2,351 |
| | 9,456 |
| | 11,807 |
| | (597 | ) | | 2019 | | (A) |
Southern Pines | | Bradenton, FL | | — | | — |
| | 1,710 |
| | 3,337 |
| | — |
| | 1,323 |
| | 1,710 |
| | 4,660 |
| | 6,370 |
| | (570 | ) | | 2016 | | (A) |
Southfork | | Belton, MO | | A | | 6,894 |
| | 1,000 |
| | 9,011 |
| | — |
| | 9,350 |
| | 1,000 |
| | 18,361 |
| | 19,361 |
| | (9,230 | ) | | 1997 | | (A) |
Southport Springs Golf & Country Club | | Zephyrhills, FL | | D | | 34,500 |
| | 15,060 |
| | 17,229 |
| | — |
| | 3,551 |
| | 15,060 |
| | 20,780 |
| | 35,840 |
| | (3,110 | ) | | 2015 | | (A&C) |
Southside Landing (4) | | Cambridge, MD | | C | | — |
| | 1,004 |
| | 2,535 |
| | — |
| | 6 |
| | 1,004 |
| | 2,541 |
| | 3,545 |
| | (42 | ) | | 2019 | | (A) |
Southwood Village | | Grand Rapids, MI | | — | | — |
| | 300 |
| | 11,517 |
| | — |
| | 1,876 |
| | 300 |
| | 13,393 |
| | 13,693 |
| | (3,870 | ) | | 2011 | | (A) |
Spanish Main MH & RV Resort | | Thonotasassa, FL | | — | | — |
| | 2,390 |
| | 8,159 |
| | — |
| | 4,663 |
| | 2,390 |
| | 12,822 |
| | 15,212 |
| | (1,320 | ) | | 2016 | | (A) |
St. Clair Place | | St. Clair, MI | | A | | 1,647 |
| | 501 |
| | 2,029 |
| | — |
| | 2,376 |
| | 501 |
| | 4,405 |
| | 4,906 |
| | (2,313 | ) | | 1998 | | (A) |
Strafford/Lake Winnipesaukee South KOA (2) (4) | | Strafford, NH | | — | | — |
| | — |
| | — |
| | 304 |
| | 2,943 |
| | 304 |
| | 2,943 |
| | 3,247 |
| | (52 | ) | | 2019 | | (A) |
Stonebridge (MI) | | Richfield Twp, MI | | — | | — |
| | 2,044 |
| | — |
| | 246 |
| | — |
| | 2,290 |
| | 2,231 |
| | 4,521 |
| | (61 | ) | | 1998 | | (C) |
Stonebridge (TX) | | San Antonio, TX | | C | | — |
| | 2,515 |
| | 2,096 |
| | (615 | ) | (3 | ) | 6,332 |
| | 1,900 |
| | 8,428 |
| | 10,328 |
| | (4,690 | ) | | 2000 | | (A&C) |
Stonebrook | | Homosassa, FL | | — | | — |
| | 650 |
| | 14,063 |
| | — |
| | 1,006 |
| | 650 |
| | 15,069 |
| | 15,719 |
| | (2,254 | ) | | 2015 | | (A) |
Summit Ridge | | Converse, TX | | C | | — |
| | 2,615 |
| | 2,092 |
| | (883 | ) | (3 | ) | 21,067 |
| | 1,732 |
| | 23,159 |
| | 24,891 |
| | (9,639 | ) | | 2000 | | (A&C) |
Sun N Fun RV Resort | | Sarasota, FL | | D | | 74,567 |
| | 50,952 |
| | 117,457 |
| | (138 | ) | (3 | ) | 8,517 |
| | 50,814 |
| | 125,974 |
| | 176,788 |
| | (16,768 | ) | | 2016 | | (A) |
Sun Valley | | Apache Junction, AZ | | D | | 12,244 |
| | 2,750 |
| | 18,408 |
| | — |
| | 1,933 |
| | 2,750 |
| | 20,341 |
| | 23,091 |
| | (3,776 | ) | | 2014 | | (A) |
Sun Villa Estates | | Reno, NV | | B | | 24,565 |
| | 2,385 |
| | 11,773 |
| | (1,100 | ) | (3 | ) | 2,313 |
| | 1,285 |
| | 14,086 |
| | 15,371 |
| | (8,911 | ) | | 1998 | | (A) |
Suncoast Gateway | | Port Richey, FL | | — | | — |
| | 594 |
| | 300 |
| | — |
| | 818 |
| | 594 |
| | 1,118 |
| | 1,712 |
| | (335 | ) | | 2016 | | (A) |
Sundance | | Zephyrhills, FL | | B | | 12,700 |
| | 890 |
| | 25,306 |
| | — |
| | 1,080 |
| | 890 |
| | 26,386 |
| | 27,276 |
| | (4,056 | ) | | 2015 | | (A) |
Sunlake Estates | | Grand Island, FL | | D | | 21,288 |
| | 6,290 |
| | 24,084 |
| | — |
| | 2,491 |
| | 6,290 |
| | 26,575 |
| | 32,865 |
| | (4,032 | ) | | 2015 | | (A) |
Sunset Beach RV Resort | | Cape Charles, VA | | — | | — |
| | 3,800 |
| | 24,030 |
| | — |
| | — |
| | 3,800 |
| | 24,030 |
| | 27,830 |
| | (2,965 | ) | | 2016 | | (A) |
Sunset Harbor at Cow Key Marina | | Key West, FL | | — | | — |
| | 8,570 |
| | 7,636 |
| | — |
| | 1,491 |
| | 8,570 |
| | 9,127 |
| | 17,697 |
| | (973 | ) | | 2016 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
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| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
St. Clair Place | | St. Clair, MI | | A | | 1,618 | | | 501 | | | 2,029 | | | 0 | | | 2,611 | | | 501 | | | 4,640 | | | 5,141 | | | (2,448) | | | 1998 | | (A) |
Stonebridge (MI) | | Richfield Twp, MI | | — | | — | | | 2,044 | | | 0 | | | 246 | | | 2,231 | | | 2,290 | | | 2,231 | | | 4,521 | | | (182) | | | 1998 | | (C) |
Stonebridge (TX) | | San Antonio, TX | | C | | 0 | | | 2,515 | | | 2,096 | | | (615) | | (3) | 6,444 | | | 1,900 | | | 8,540 | | | 10,440 | | | (4,799) | | | 2000 | | (A&C) |
Stonebrook | | Homosassa, FL | | — | | 0 | | | 650 | | | 14,063 | | | 0 | | | 1,227 | | | 650 | | | 15,290 | | | 15,940 | | | (2,802) | | | 2015 | | (A) |
Strafford / Lake Winnipesaukee South KOA(2) | | Strafford, NH | | — | | 0 | | | 0 | | | 0 | | | 304 | | | 3,566 | | | 304 | | | 3,566 | | | 3,870 | | | (167) | | | 2019 | | (A) |
Summit Ridge | | Converse, TX | | C | | 0 | | | 2,615 | | | 2,092 | | | (883) | | (3) | 20,660 | | | 1,732 | | | 22,752 | | | 24,484 | | | (10,477) | | | 2000 | | (A&C) |
Sun N Fun RV Resort | | Sarasota, FL | | D | | 72,880 | | | 50,952 | | | 117,457 | | | (138) | | (3) | 11,257 | | | 50,814 | | | 128,714 | | | 179,528 | | | (21,870) | | | 2016 | | (A) |
Sun Outdoors Sevierville Pigeon Forge(9) | | Sevierville, TN | | — | | 0 | | | 3,730 | | | 19,736 | | | 0 | | | 1,360 | | | 3,730 | | | 21,096 | | | 24,826 | | | (1,118) | | | 2019 | | (A) |
Sun Valley | | Apache Junction, AZ | | D | | 11,908 | | | 2,750 | | | 18,408 | | | 0 | | | 1,821 | | | 2,750 | | | 20,229 | | | 22,979 | | | (4,445) | | | 2014 | | (A) |
Sun Villa Estates | | Reno, NV | | B | | 24,029 | | | 2,385 | | | 11,773 | | | (1,100) | | (3) | 2,449 | | | 1,285 | | | 14,222 | | | 15,507 | | | (9,399) | | | 1998 | | (A) |
Suncoast Gateway | | Port Richey, FL | | — | | 0 | | | 594 | | | 300 | | | 0 | | | 852 | | | 594 | | | 1,152 | | | 1,746 | | | (387) | | | 2016 | | (A) |
Sundance | | Zephyrhills, FL | | B | | 12,469 | | | 890 | | | 25,306 | | | 0 | | | 1,131 | | | 890 | | | 26,437 | | | 27,327 | | | (4,971) | | | 2015 | | (A) |
Sunlake Estates | | Grand Island, FL | | D | | 20,897 | | | 6,290 | | | 24,084 | | | 0 | | | 2,797 | | | 6,290 | | | 26,881 | | | 33,171 | | | (4,992) | | | 2015 | | (A) |
Sunset Beach RV Resort | | Cape Charles, VA | | — | | 0 | | | 3,800 | | | 24,030 | | | 0 | | | 0 | | | 3,800 | | | 24,030 | | | 27,830 | | | (3,811) | | | 2016 | | (A) |
Sunset Harbor at Cow Key Marina | | Key West, FL | | — | | 0 | | | 8,570 | | | 7,636 | | | 0 | | | 1,565 | | | 8,570 | | | 9,201 | | | 17,771 | | | (1,296) | | | 2016 | | (A) |
Sunset Lakes RV Resort | | Hillsdale, IL | | — | | 0 | | | 1,840 | | | 5,995 | | | 0 | | | 2,884 | | | 1,840 | | | 8,879 | | | 10,719 | | | (1,127) | | | 2017 | | (A) |
Sunset Ridge (MI) | | Portland, MI | | — | | 0 | | | 2,044 | | | 0 | | | (9) | | (3) | 31,010 | | | 2,035 | | | 31,010 | | | 33,045 | | | (10,957) | | | 1998 | | (C) |
Sunset Ridge (TX) | | Kyle, TX | | C | | 0 | | | 2,190 | | | 2,775 | | | 0 | | | 10,533 | | | 2,190 | | | 13,308 | | | 15,498 | | | (5,172) | | | 2000 | | (A&C) |
Swan Meadow Village | | Dillon, CO | | E | | 13,293 | | | 2,140 | | | 19,734 | | | 0 | | | 484 | | | 2,140 | | | 20,218 | | | 22,358 | | | (4,177) | | | 2014 | | (A) |
Sweetwater RV Resort | | Zephyrhills, FL | | E | | 5,388 | | | 1,340 | | | 9,113 | | | 0 | | | 2,201 | | | 1,340 | | | 11,314 | | | 12,654 | | | (1,807) | | | 2016 | | (A) |
Sycamore Village | | Mason, MI | | — | | 0 | | | 390 | | | 13,341 | | | 0 | | | 4,583 | | | 390 | | | 17,924 | | | 18,314 | | | (6,046) | | | 2011 | | (A) |
Tallowwood Isle | | Coconut Creek, FL | | C | | 0 | | | 13,796 | | | 20,797 | | | 0 | | | 1,894 | | | 13,796 | | | 22,691 | | | 36,487 | | | (3,341) | | | 2016 | | (A) |
Tamarac Village MH & RV Resort | | Ludington, MI | | D | | 18,792 | | | 300 | | | 12,028 | | | 85 | | | 3,829 | | | 385 | | | 15,857 | | | 16,242 | | | (4,810) | | | 2011 | | (A) |
Tampa East MH & RV Resort | | Dover, FL | | A | | 8,256 | | | 734 | | | 6,310 | | | 0 | | | 8,290 | | | 734 | | | 14,600 | | | 15,334 | | | (6,128) | | | 2005 | | (A) |
The Colony(2) | | Oxnard, CA | | — | | 0 | | | 0 | | | 6,437 | | | 0 | | | 967 | | | 0 | | | 7,404 | | | 7,404 | | | (1,157) | | | 2016 | | (A) |
The Grove at Alta Ridge | | Thornton, CO | | E | | 26,576 | | | 5,370 | | | 37,116 | | | 0 | | | 427 | | | 5,370 | | | 37,543 | | | 42,913 | | | (8,285) | | | 2014 | | (A) |
The Hamptons Golf & Country Club | | Auburndale, FL | | D | | 67,783 | | | 15,890 | | | 67,555 | | | 0 | | | 4,152 | | | 15,890 | | | 71,707 | | | 87,597 | | | (13,287) | | | 2015 | | (A) |
The Hideaway | | Key West, FL | | — | | 0 | | | 2,720 | | | 972 | | | 0 | | | 1,065 | | | 2,720 | | | 2,037 | | | 4,757 | | | (301) | | | 2016 | | (A) |
The Hills | | Apopka, FL | | — | | 0 | | | 1,790 | | | 3,869 | | | 0 | | | 1,361 | | | 1,790 | | | 5,230 | | | 7,020 | | | (790) | | | 2016 | | (A) |
The Landings at Lake Henry(9) | | Haines City, FL | | D | | 11,986 | | | 3,070 | | | 30,973 | | | 0 | | | 2,719 | | | 3,070 | | | 33,692 | | | 36,762 | | | (6,255) | | | 2015 | | (A) |
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| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Sunset Lakes RV Resort | | Hillsdale, IL | | — | | — |
| | 1,840 |
| | 5,995 |
| | — |
| | 2,777 |
| | 1,840 |
| | 8,772 |
| | 10,612 |
| | (799 | ) | | 2017 | | (A) |
Sunset Ridge (MI) | | Portland, MI | | — | | — |
| | 2,044 |
| | — |
| | (9 | ) | (3 | ) | — |
| | 2,035 |
| | 28,713 |
| | 30,748 |
| | (9,623 | ) | | 1998 | | (C) |
Sunset Ridge (TX) | | Kyle, TX | | C | | — |
| | 2,190 |
| | 2,775 |
| | — |
| | 6,987 |
| | 2,190 |
| | 9,762 |
| | 11,952 |
| | (4,981 | ) | | 2000 | | (A&C) |
Swan Meadow Village | | Dillon, CO | | E | | 13,566 |
| | 2,140 |
| | 19,734 |
| | — |
| | 444 |
| | 2,140 |
| | 20,178 |
| | 22,318 |
| | (3,478 | ) | | 2014 | | (A) |
Sweetwater RV Resort | | Zephyrhills, FL | | E | | 5,505 |
| | 1,340 |
| | 9,113 |
| | — |
| | 2,090 |
| | 1,340 |
| | 11,203 |
| | 12,543 |
| | (1,360 | ) | | 2016 | | (A) |
Sycamore Village | | Mason, MI | | — | | — |
| | 390 |
| | 13,341 |
| | — |
| | 4,246 |
| | 390 |
| | 17,587 |
| | 17,977 |
| | (5,569 | ) | | 2011 | | (A) |
Tallowwood Isle | | Coconut Creek, FL | | C | | — |
| | 13,796 |
| | 20,797 |
| | — |
| | 1,289 |
| | 13,796 |
| | 22,086 |
| | 35,882 |
| | (2,568 | ) | | 2016 | | (A) |
Tamarac Village MH & RV Resort | | Ludington, MI | | D | | 19,125 |
| | 300 |
| | 12,028 |
| | 85 |
| | 3,809 |
| | 385 |
| | 15,837 |
| | 16,222 |
| | (4,326 | ) | | 2011 | | (A) |
Tampa East MH & RV Resort | | Dover, FL | | A | | 8,400 |
| | 734 |
| | 6,310 |
| | — |
| | 7,486 |
| | 734 |
| | 13,796 |
| | 14,530 |
| | (5,511 | ) | | 2005 | | (A) |
The Colony (2) | | Oxnard, CA | | — | | — |
| | — |
| | 6,437 |
| | — |
| | 959 |
| | — |
| | 7,396 |
| | 7,396 |
| | (896 | ) | | 2016 | | (A) |
The Grove at Alta Ridge | | Thornton, CO | | E | | 27,122 |
| | 5,370 |
| | 37,116 |
| | — |
| | 99 |
| | 5,370 |
| | 37,215 |
| | 42,585 |
| | (6,978 | ) | | 2014 | | (A) |
The Hamptons Golf & Country Club | | Auburndale, FL | | D | | 69,000 |
| | 15,890 |
| | 67,555 |
| | — |
| | 3,040 |
| | 15,890 |
| | 70,595 |
| | 86,485 |
| | (10,786 | ) | | 2015 | | (A) |
The Hideaway | | Key West, FL | | — | | — |
| | 2,720 |
| | 972 |
| | — |
| | 938 |
| | 2,720 |
| | 1,910 |
| | 4,630 |
| | (204 | ) | | 2016 | | (A) |
The Hills | | Apopka, FL | | — | | — |
| | 1,790 |
| | 3,869 |
| | — |
| | 1,269 |
| | 1,790 |
| | 5,138 |
| | 6,928 |
| | (607 | ) | | 2016 | | (A) |
The Ridge | | Davenport, FL | | D | | 37,350 |
| | 8,350 |
| | 35,463 |
| | — |
| | 3,121 |
| | 8,350 |
| | 38,584 |
| | 46,934 |
| | (6,188 | ) | | 2015 | | (A) |
The Sands RV & Golf Resort | | Desert Hot Springs, CA | | — | | — |
| | 3,071 |
| | 12,611 |
| | 1 |
| | 1,915 |
| | 3,072 |
| | 14,526 |
| | 17,598 |
| | (905 | ) | | 2018 | | (A) |
The Valley | | Apopka, FL | | — | | — |
| | 2,530 |
| | 5,660 |
| | — |
| | 1,666 |
| | 2,530 |
| | 7,326 |
| | 9,856 |
| | (808 | ) | | 2016 | | (A) |
The Villas at Calla Pointe | | Cheektowaga, NY | | A | | 3,690 |
| | 380 |
| | 11,014 |
| | — |
| | 171 |
| | 380 |
| | 11,185 |
| | 11,565 |
| | (2,094 | ) | | 2014 | | (A) |
Three Gardens (4) | | Southington, CT | | C | | — |
| | 2,031 |
| | 6,686 |
| | — |
| | 5 |
| | 2,031 |
| | 6,691 |
| | 8,722 |
| | (111 | ) | | 2019 | | (A) |
Three Lakes | | Hudson, FL | | C | | — |
| | 5,050 |
| | 3,361 |
| | — |
| | 3,240 |
| | 5,050 |
| | 6,601 |
| | 11,651 |
| | (2,055 | ) | | 2012 | | (A) |
Thunderhill Estates | | Sturgeon Bay, WI | | E | | 5,469 |
| | 640 |
| | 9,008 |
| | 439 |
| | 2,568 |
| | 1,079 |
| | 11,576 |
| | 12,655 |
| | (2,147 | ) | | 2014 | | (A) |
Timber Ridge | | Ft. Collins, CO | | D | | 39,258 |
| | 990 |
| | 9,231 |
| | — |
| | 3,388 |
| | 990 |
| | 12,619 |
| | 13,609 |
| | (8,288 | ) | | 1996 | | (A) |
Timberline Estates | | Coopersville, MI | | B | | 18,812 |
| | 535 |
| | 4,867 |
| | 1 |
| | 4,295 |
| | 536 |
| | 9,162 |
| | 9,698 |
| | (5,913 | ) | | 1994 | | (A) |
Town & Country Mobile Village | | Traverse City, MI | | A | | 5,294 |
| | 406 |
| | 3,736 |
| | — |
| | 1,860 |
| | 406 |
| | 5,596 |
| | 6,002 |
| | (3,412 | ) | | 1996 | | (A) |
Town & Country Village | | Lisbon, ME | | E | | 2,557 |
| | 230 |
| | 4,539 |
| | — |
| | 1,260 |
| | 230 |
| | 5,799 |
| | 6,029 |
| | (1,132 | ) | | 2014 | | (A) |
Trailside RV Resort & Campground | | Seguin, ON | | — | | — |
| | 3,690 |
| | 3,650 |
| | (87 | ) | (1 | ) | 853 |
| | 3,603 |
| | 4,503 |
| | 8,106 |
| | (551 | ) | | 2016 | | (A) |
Traveler’s World MH & RV Resort | | San Antonio, TX | | — | | — |
| | 790 |
| | 7,952 |
| | — |
| | 2,008 |
| | 790 |
| | 9,960 |
| | 10,750 |
| | (1,280 | ) | | 2016 | | (A) |
Treetops RV Resort | | Arlington, TX | | C | | — |
| | 730 |
| | 9,831 |
| | — |
| | 1,802 |
| | 730 |
| | 11,633 |
| | 12,363 |
| | (1,413 | ) | | 2016 | | (A) |
Vallecito | | Newbury Park, CA | | D | | 22,044 |
| | 25,766 |
| | 9,814 |
| | — |
| | 1,138 |
| | 25,766 |
| | 10,952 |
| | 36,718 |
| | (1,260 | ) | | 2016 | | (A) |
Verde Plaza | | Tucson, AZ | | — | | — |
| | 710 |
| | 7,069 |
| | — |
| | 2,971 |
| | 710 |
| | 10,040 |
| | 10,750 |
| | (1,276 | ) | | 2016 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
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| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
The Ridge | | Davenport, FL | | D | | 36,691 | | | 8,350 | | | 35,463 | | | 0 | | | 3,568 | | | 8,350 | | | 39,031 | | | 47,381 | | | (7,673) | | | 2015 | | (A) |
The Sands RV & Golf Resort | | Desert Hot Springs, CA | | — | | 0 | | | 3,071 | | | 12,611 | | | 1 | | | 2,147 | | | 3,072 | | | 14,758 | | | 17,830 | | | (1,558) | | | 2018 | | (A) |
The Valley | | Apopka, FL | | — | | 0 | | | 2,530 | | | 5,660 | | | 0 | | | 1,753 | | | 2,530 | | | 7,413 | | | 9,943 | | | (1,089) | | | 2016 | | (A) |
The Villas at Calla Pointe | | Cheektowaga, NY | | A | | 3,624 | | | 380 | | | 11,014 | | | 0 | | | 171 | | | 380 | | | 11,185 | | | 11,565 | | | (2,480) | | | 2014 | | (A) |
Three Gardens | | Southington, CT | | C | | 0 | | | 2,031 | | | 6,686 | | | 0 | | | 58 | | | 2,031 | | | 6,744 | | | 8,775 | | | (335) | | | 2019 | | (A) |
Three Lakes | | Hudson, FL | | C | | 0 | | | 5,050 | | | 3,361 | | | 0 | | | 3,503 | | | 5,050 | | | 6,864 | | | 11,914 | | | (2,313) | | | 2012 | | (A) |
Thunderhill Estates | | Sturgeon Bay, WI | | E | | 5,359 | | | 640 | | | 9,008 | | | 439 | | | 2,759 | | | 1,079 | | | 11,767 | | | 12,846 | | | (2,667) | | | 2014 | | (A) |
Timber Ridge | | Ft. Collins, CO | | D | | 38,537 | | | 990 | | | 9,231 | | | 0 | | | 3,655 | | | 990 | | | 12,886 | | | 13,876 | | | (8,706) | | | 1996 | | (A) |
Timberline Estates | | Coopersville, MI | | B | | 18,812 | | | 535 | | | 4,867 | | | 1 | | | 4,138 | | | 536 | | | 9,005 | | | 9,541 | | | (5,968) | | | 1994 | | (A) |
Town & Country Mobile Village | | Traverse City, MI | | A | | 5,203 | | | 406 | | | 3,736 | | | 0 | | | 1,858 | | | 406 | | | 5,594 | | | 6,000 | | | (3,588) | | | 1996 | | (A) |
Town & Country Village | | Lisbon, ME | | E | | 2,505 | | | 230 | | | 4,539 | | | 0 | | | 1,043 | | | 230 | | | 5,582 | | | 5,812 | | | (1,264) | | | 2014 | | (A) |
Trailside RV Resort & Campground | | Seguin, ON | | — | | 0 | | | 3,690 | | | 3,650 | | | (10) | | (1) | 1,064 | | | 3,680 | | | 4,714 | | | 8,394 | | | (751) | | | 2016 | | (A) |
Traveler’s World MH & RV Resort | | San Antonio, TX | | — | | 0 | | | 790 | | | 7,952 | | | 0 | | | 2,223 | | | 790 | | | 10,175 | | | 10,965 | | | (1,674) | | | 2016 | | (A) |
Treetops RV Resort | | Arlington, TX | | C | | 0 | | | 730 | | | 9,831 | | | 0 | | | 2,141 | | | 730 | | | 11,972 | | | 12,702 | | | (1,843) | | | 2016 | | (A) |
Troy Villa(4) | | Troy, MI | | — | | 0 | | | 5,591 | | | 16,501 | | | 0 | | | 26 | | | 5,591 | | | 16,527 | | | 22,118 | | | (317) | | | 2020 | | (A) |
Vallecito | | Newbury Park, CA | | D | | 21,545 | | | 25,766 | | | 9,814 | | | 0 | | | 1,152 | | | 25,766 | | | 10,966 | | | 36,732 | | | (1,637) | | | 2016 | | (A) |
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Victor Villa | | Victorville, CA | | D | | 11,706 | | | 2,510 | | | 20,408 | | | 0 | | | 2,222 | | | 2,510 | | | 22,630 | | | 25,140 | | | (3,525) | | | 2016 | | (A) |
Vines RV Resort | | Paso Robles, CA | | C | | 0 | | | 890 | | | 7,110 | | | 0 | | | 1,979 | | | 890 | | | 9,089 | | | 9,979 | | | (2,642) | | | 2013 | | (A) |
Vista Del Lago | | Scotts Valley, CA | | D | | 17,719 | | | 17,830 | | | 9,456 | | | 0 | | | 1,440 | | | 17,830 | | | 10,896 | | | 28,726 | | | (1,580) | | | 2016 | | (A) |
Vista Del Lago MH & RV Resort | | Bradenton, FL | | E | | 4,131 | | | 3,630 | | | 5,329 | | | 0 | | | 2,145 | | | 3,630 | | | 7,474 | | | 11,104 | | | (1,060) | | | 2016 | | (A) |
Vizcaya Lakes | | Port Charlotte, FL | | C | | 0 | | | 670 | | | 4,221 | | | 0 | | | 1,030 | | | 670 | | | 5,251 | | | 5,921 | | | (876) | | | 2015 | | (A) |
Wagon Wheel RV Resort & Campground | | Old Orchard Beach, ME | | C | | 0 | | | 590 | | | 7,703 | | | 0 | | | 3,118 | | | 590 | | | 10,821 | | | 11,411 | | | (3,574) | | | 2013 | | (A) |
Walden Woods | | Homosassa, FL | | D | | 18,857 | | | 1,550 | | | 26,375 | | | 0 | | | 1,640 | | | 1,550 | | | 28,015 | | | 29,565 | | | (5,227) | | | 2015 | | (A) |
Warren Dunes Village | | Bridgman, MI | | C | | 0 | | | 310 | | | 3,350 | | | 0 | | | 11,537 | | | 310 | | | 14,887 | | | 15,197 | | | (3,248) | | | 2011 | | (A&C) |
Water Oak Country Club Estates | | Lady Lake, FL | | D | | 45,105 | | | 2,834 | | | 16,706 | | | 2,666 | | | 38,393 | | | 5,500 | | | 55,099 | | | 60,599 | | | (24,166) | | | 1993 | | (A&C) |
Waters Edge RV Resort | | Zephyrhills, FL | | E | | 3,592 | | | 1,180 | | | 5,450 | | | 0 | | | 2,438 | | | 1,180 | | | 7,888 | | | 9,068 | | | (1,276) | | | 2016 | | (A) |
Waverly Shores Village | | Holland, MI | | B | | 14,340 | | | 340 | | | 7,267 | | | 450 | | | 6,257 | | | 790 | | | 13,524 | | | 14,314 | | | (3,078) | | | 2011 | | (A&C) |
West Village Estates | | Romulus, MI | | B | | 5,364 | | | 884 | | | 19,765 | | | 0 | | | 3,914 | | | 884 | | | 23,679 | | | 24,563 | | | (7,106) | | | 2012 | | (A) |
Westbrook Senior Village | | Toledo, OH | | D | | 5,744 | | | 355 | | | 3,295 | | | 0 | | | 700 | | | 355 | | | 3,995 | | | 4,350 | | | (2,423) | | | 2001 | | (A) |
Westbrook Village | | Toledo, OH | | B | | 23,983 | | | 1,110 | | | 10,462 | | | 0 | | | 5,982 | | | 1,110 | | | 16,444 | | | 17,554 | | | (9,962) | | | 1999 | | (A) |
Westside Ridge | | Auburndale, FL | | D | | 8,409 | | | 760 | | | 10,714 | | | 0 | | | 955 | | | 760 | | | 11,669 | | | 12,429 | | | (2,195) | | | 2015 | | (A) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Victor Villa | | Victorville, CA | | D | | 11,977 |
| | 2,510 |
| | 20,408 |
| | — |
| | 2,107 |
| | 2,510 |
| | 22,515 |
| | 25,025 |
| | (2,701 | ) | | 2016 | | (A) |
Vines RV Resort | | Paso Robles, CA | | C | | — |
| | 890 |
| | 7,110 |
| | — |
| | 2,032 |
| | 890 |
| | 9,142 |
| | 10,032 |
| | (2,250 | ) | | 2013 | | (A) |
Vista Del Lago | | Scotts Valley, CA | | D | | 18,129 |
| | 17,830 |
| | 9,456 |
| | — |
| | 1,319 |
| | 17,830 |
| | 10,775 |
| | 28,605 |
| | (1,173 | ) | | 2016 | | (A) |
Vista Del Lago MH & RV Resort | | Bradenton, FL | | E | | 4,221 |
| | 3,630 |
| | 5,329 |
| | — |
| | 2,007 |
| | 3,630 |
| | 7,336 |
| | 10,966 |
| | (805 | ) | | 2016 | | (A) |
Vizcaya Lakes | | Port Charlotte, FL | | C | | — |
| | 670 |
| | 4,221 |
| | — |
| | 579 |
| | 670 |
| | 4,800 |
| | 5,470 |
| | (700 | ) | | 2015 | | (A) |
Wagon Wheel RV Resort & Campground | | Old Orchard Beach, ME | | C | | — |
| | 590 |
| | 7,703 |
| | — |
| | 2,833 |
| | 590 |
| | 10,536 |
| | 11,126 |
| | (3,120 | ) | | 2013 | | (A) |
Walden Woods | | Homosassa, FL | | D | | 19,206 |
| | 1,550 |
| | 26,375 |
| | — |
| | 1,410 |
| | 1,550 |
| | 27,785 |
| | 29,335 |
| | (4,243 | ) | | 2015 | | (A) |
Warren Dunes Village | | Bridgman, MI | | C | | — |
| | 310 |
| | 3,350 |
| | — |
| | 11,275 |
| | 310 |
| | 14,625 |
| | 14,935 |
| | (2,528 | ) | | 2011 | | (A&C) |
Water Oak Country Club Estates | | Lady Lake, FL | | D | | 46,725 |
| | 2,834 |
| | 16,706 |
| | 2,666 |
| | 34,141 |
| | 5,500 |
| | 50,847 |
| | 56,347 |
| | (22,950 | ) | | 1993 | | (A&C) |
Waters Edge RV Resort | | Zephyrhills, FL | | E | | 3,670 |
| | 1,180 |
| | 5,450 |
| | — |
| | 2,308 |
| | 1,180 |
| | 7,758 |
| | 8,938 |
| | (937 | ) | | 2016 | | (A) |
Waverly Shores Village | | Holland, MI | | B | | 14,660 |
| | 340 |
| | 7,267 |
| | 450 |
| | 6,508 |
| | 790 |
| | 13,775 |
| | 14,565 |
| | (2,614 | ) | | 2011 | | (A&C) |
West Village Estates | | Romulus, MI | | B | | 5,582 |
| | 884 |
| | 19,765 |
| | — |
| | 4,154 |
| | 884 |
| | 23,919 |
| | 24,803 |
| | (6,361 | ) | | 2012 | | (A) |
Westbrook Senior Village | | Toledo, OH | | D | | 5,852 |
| | 355 |
| | 3,295 |
| | — |
| | 694 |
| | 355 |
| | 3,989 |
| | 4,344 |
| | (2,271 | ) | | 2001 | | (A) |
Westbrook Village | | Toledo, OH | | B | | 23,983 |
| | 1,110 |
| | 10,462 |
| | — |
| | 5,301 |
| | 1,110 |
| | 15,763 |
| | 16,873 |
| | (9,255 | ) | | 1999 | | (A) |
Westside Ridge | | Auburndale, FL | | D | | 8,564 |
| | 760 |
| | 10,714 |
| | — |
| | 851 |
| | 760 |
| | 11,565 |
| | 12,325 |
| | (1,785 | ) | | 2015 | | (A) |
Westward Ho RV Resort & Campground | | Glenbeulah, WI | | C | | — |
| | 1,050 |
| | 5,642 |
| | — |
| | 2,590 |
| | 1,050 |
| | 8,232 |
| | 9,282 |
| | (2,208 | ) | | 2013 | | (A) |
Westward Shores Cottages & RV Resort | | West Ossipee, NH | | — | | — |
| | 1,901 |
| | 15,326 |
| | — |
| | 3,470 |
| | 1,901 |
| | 18,796 |
| | 20,697 |
| | (938 | ) | | 2018 | | (A) |
White Lake Mobile Home Village | | White Lake, MI | | B | | 24,178 |
| | 672 |
| | 6,179 |
| | 1 |
| | 11,017 |
| | 673 |
| | 17,196 |
| | 17,869 |
| | (10,011 | ) | | 1997 | | (A&C) |
Whitewater RV Resort (4) (5) | | Mountain View, AR | | — | | — |
| | 5,163 |
| | — |
| | 15 |
| | 1,842 |
| | 5,178 |
| | 1,842 |
| | 7,020 |
| | — |
| | 2019 | | (C) |
Wild Acres RV Resort & Campground | | Old Orchard Beach, ME | | C | | — |
| | 1,640 |
| | 26,786 |
| | — |
| | 4,845 |
| | 1,640 |
| | 31,631 |
| | 33,271 |
| | (9,439 | ) | | 2013 | | (A) |
Wildwood Community | | Sandwich, IL | | D | | 24,441 |
| | 1,890 |
| | 37,732 |
| | — |
| | 1,023 |
| | 1,890 |
| | 38,755 |
| | 40,645 |
| | (7,319 | ) | | 2014 | | (A) |
Willow Lake RV Resort & Campground | | Scotland, ON | | — | | — |
| | 1,260 |
| | 2,275 |
| | (30 | ) | (1 | ) | 824 |
| | 1,230 |
| | 3,099 |
| | 4,329 |
| | (327 | ) | | 2016 | | (A) |
Willowbrook Place | | Toledo, OH | | B | | 17,392 |
| | 781 |
| | 7,054 |
| | 1 |
| | 5,486 |
| | 782 |
| | 12,540 |
| | 13,322 |
| | (7,005 | ) | | 1997 | | (A) |
Willowood RV Resort & Campground | | Amherstburg, ON | | — | | — |
| | 1,160 |
| | 1,490 |
| | (27 | ) | (1 | ) | 770 |
| | 1,133 |
| | 2,260 |
| | 3,393 |
| | (278 | ) | | 2016 | | (A) |
Windham Hills Estates | | Jackson, MI | | — | | — |
| | 2,673 |
| | 2,364 |
| | — |
| | 21,878 |
| | 2,673 |
| | 24,242 |
| | 26,915 |
| | (11,777 | ) | | 1998 | | (A&C) |
Windmill Village | | Davenport, FL | | D | | 46,000 |
| | 7,560 |
| | 36,294 |
| | — |
| | 1,880 |
| | 7,560 |
| | 38,174 |
| | 45,734 |
| | (5,949 | ) | | 2015 | | (A) |
Windsor Woods Village | | Wayland, MI | | C | | — |
| | 270 |
| | 5,835 |
| | — |
| | 3,260 |
| | 270 |
| | 9,095 |
| | 9,365 |
| | (3,321 | ) | | 2011 | | (A) |
Wine Country RV Resort | | Paso Robles, CA | | C | | — |
| | 1,740 |
| | 11,510 |
| | — |
| | 3,881 |
| | 1,740 |
| | 15,391 |
| | 17,131 |
| | (3,311 | ) | | 2014 | | (A&C) |
Woodhaven Place | | Woodhaven, MI | | B | | 13,700 |
| | 501 |
| | 4,541 |
| | — |
| | 6,648 |
| | 501 |
| | 11,189 |
| | 11,690 |
| | (5,611 | ) | | 1998 | | (A) |
Woodlake Trails | | San Antonio, TX | | C | | — |
| | 1,186 |
| | 287 |
| | (56 | ) | (3 | ) | 18,407 |
| | 1,130 |
| | 18,694 |
| | 19,824 |
| | (5,782 | ) | | 2000 | | (A&C) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2019 | | | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) | Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Westward Ho RV Resort & Campground | | Westward Ho RV Resort & Campground | | Glenbeulah, WI | | C | | 0 | | | 1,050 | | | 5,642 | | | 0 | | | 2,749 | | | 1,050 | | | 8,391 | | | 9,441 | | | (2,533) | | | 2013 | | (A) |
Westward Shores Cottages & RV Resort | | Westward Shores Cottages & RV Resort | | West Ossipee, NH | | — | | 0 | | | 1,901 | | | 15,326 | | | 0 | | | 6,678 | | | 1,901 | | | 22,004 | | | 23,905 | | | (1,773) | | | 2018 | | (A) |
White Lake Mobile Home Village | | White Lake Mobile Home Village | | White Lake, MI | | B | | 24,178 | | | 672 | | | 6,179 | | | 1 | | | 11,065 | | | 673 | | | 17,244 | | | 17,917 | | | (10,575) | | | 1997 | | (A&C) |
Whitewater RV Resort(5) | | Whitewater RV Resort(5) | | Mountain View, AR | | — | | 0 | | | 5,163 | | | 0 | | | 1,791 | | | 11,597 | | | 6,954 | | | 11,597 | | | 18,551 | | | (1) | | | 2019 | | (C) |
Wild Acres RV Resort & Campground | | Wild Acres RV Resort & Campground | | Old Orchard Beach, ME | | C | | 0 | | | 1,640 | | | 26,786 | | | 0 | | | 5,209 | | | 1,640 | | | 31,995 | | | 33,635 | | | (10,777) | | | 2013 | | (A) |
Wildwood Community | | Wildwood Community | | Sandwich, IL | | D | | 23,770 | | | 1,890 | | | 37,732 | | | 0 | | | 1,003 | | | 1,890 | | | 38,735 | | | 40,625 | | | (8,622) | | | 2014 | | (A) |
Willow Lake RV Resort & Campground | | Willow Lake RV Resort & Campground | | Scotland, ON | | — | | 0 | | | 1,260 | | | 2,275 | | | (3) | | (1) | 951 | | | 1,257 | | | 3,226 | | | 4,483 | | | (453) | | | 2016 | | (A) |
Willowbrook Place | | Willowbrook Place | | Toledo, OH | | B | | 17,392 | | | 781 | | | 7,054 | | | 1 | | | 5,867 | | | 782 | | | 12,921 | | | 13,703 | | | (7,555) | | | 1997 | | (A) |
Willowood RV Resort & Campground | | Willowood RV Resort & Campground | | Amherstburg, ON | | — | | 0 | | | 1,160 | | | 1,490 | | | (3) | | (1) | 1,478 | | | 1,157 | | | 2,968 | | | 4,125 | | | (418) | | | 2016 | | (A) |
Windham Hills Estates | | Windham Hills Estates | | Jackson, MI | | — | | 0 | | | 2,673 | | | 2,364 | | | 0 | | | 21,654 | | | 2,673 | | | 24,018 | | | 26,691 | | | (12,532) | | | 1998 | | (A&C) |
Windmill Village | | Windmill Village | | Davenport, FL | | D | | 45,198 | | | 7,560 | | | 36,294 | | | 0 | | | 1,746 | | | 7,560 | | | 38,040 | | | 45,600 | | | (7,244) | | | 2015 | | (A) |
Windsor Woods Village | | Windsor Woods Village | | Wayland, MI | | C | | 0 | | | 270 | | | 5,835 | | | 0 | | | 3,037 | | | 270 | | | 8,872 | | | 9,142 | | | (3,645) | | | 2011 | | (A) |
Wine Country RV Resort | | Wine Country RV Resort | | Paso Robles, CA | | C | | 0 | | | 1,740 | | | 11,510 | | | 0 | | | 3,918 | | | 1,740 | | | 15,428 | | | 17,168 | | | (3,976) | | | 2014 | | (A&C) |
Woodhaven Place | | Woodhaven Place | | Woodhaven, MI | | B | | 13,700 | | | 501 | | | 4,541 | | | 0 | | | 7,109 | | | 501 | | | 11,650 | | | 12,151 | | | (6,220) | | | 1998 | | (A) |
Woodlake Trails | | Woodlake Trails | | San Antonio, TX | | C | | 0 | | | 1,186 | | | 287 | | | (56) | | (3) | 19,958 | | | 1,130 | | | 20,245 | | | 21,375 | | | (6,800) | | | 2000 | | (A&C) |
Woodland Lake RV Resort & Campground | | Bornholm, ON | | — | | — |
| | 1,650 |
| | 2,165 |
| | (47 | ) | (1 | ) | 562 |
| | 1,603 |
| | 2,727 |
| | 4,330 |
| | (339 | ) | | 2016 | | (A) | Woodland Lake RV Resort & Campground | | Bornholm, ON | | — | | 0 | | | 1,650 | | | 2,165 | | | (4) | | (1) | 637 | | | 1,646 | | | 2,802 | | | 4,448 | | | (451) | | | 2016 | | (A) |
Woodland Park Estates | | Eugene, OR | | — | | — |
| | 1,592 |
| | 14,398 |
| | 1 |
| | 996 |
| | 1,593 |
| | 15,394 |
| | 16,987 |
| | (10,645 | ) | | 1998 | | (A) | Woodland Park Estates | | Eugene, OR | | — | | 0 | | | 1,592 | | | 14,398 | | | 1 | | | 1,104 | | | 1,593 | | | 15,502 | | | 17,095 | | | (11,130) | | | 1998 | | (A) |
Woodlands at Church Lake | | Groveland, FL | | — | | — |
| | 2,480 |
| | 9,072 |
| | — |
| | 2,812 |
| | 2,480 |
| | 11,884 |
| | 14,364 |
| | (1,697 | ) | | 2015 | | (A) | Woodlands at Church Lake | | Groveland, FL | | — | | 0 | | | 2,480 | | | 9,072 | | | 0 | | | 4,054 | | | 2,480 | | | 13,126 | | | 15,606 | | | (2,221) | | | 2015 | | (A) |
Woodside Terrace | | Holland, OH | | B | | 25,076 |
| | 1,063 |
| | 9,625 |
| | — |
| | 11,438 |
| | 1,063 |
| | 21,063 |
| | 22,126 |
| | (10,972 | ) | | 1997 | | (A) | Woodside Terrace | | Holland, OH | | B | | 25,076 | | | 1,063 | | | 9,625 | | | 0 | | | 12,806 | | | 1,063 | | | 22,431 | | | 23,494 | | | (12,005) | | | 1997 | | (A) |
Wymberly (4) | | Martinez, GA | | C | | — |
| | 3,058 |
| | 14,451 |
| | — |
| | 5 |
| | 3,058 |
| | 14,456 |
| | 17,514 |
| | (241 | ) | | 2019 | | (A) | |
Yankee Village (4) | | Old Saybrook, CT | | C | | — |
| | 1,552 |
| | 364 |
| | — |
| | — |
| | 1,552 |
| | 364 |
| | 1,916 |
| | (6 | ) | | 2019 | | (A) | |
Woodsmoke Camping Resort(4) | | Woodsmoke Camping Resort(4) | | Fort Myers, FL | | — | | 0 | | | 4,916 | | | 20,555 | | | 0 | | | 59 | | | 4,916 | | | 20,614 | | | 25,530 | | | (376) | | | 2020 | | (A) |
Wymberly | | Wymberly | | Martinez, GA | | C | | 0 | | | 3,058 | | | 14,451 | | | 0 | | | 324 | | | 3,058 | | | 14,775 | | | 17,833 | | | (725) | | | 2019 | | (A) |
Yankee Village | | Yankee Village | | Old Saybrook, CT | | C | | 0 | | | 1,552 | | | 364 | | | 0 | | | 8 | | | 1,552 | | | 372 | | | 1,924 | | | (19) | | | 2019 | | (A) |
| | $ | 3,188,472 |
| | $ | 1,379,317 |
| | $ | 5,238,831 |
| | $ | 34,962 |
| | $ | 1,929,108 |
| | $ | 1,414,279 |
| | $ | 7,414,464 |
| | $ | 8,828,743 |
| | $ | (1,663,277 | ) | | | $ | 3,458,853 | | | $ | 1,488,331 | | | $ | 5,514,658 | | | $ | 44,017 | | | $ | 2,670,882 | | | $ | 1,532,348 | | | $ | 8,185,540 | | | $ | 9,717,888 | | | $ | (1,929,574) | | |
Corporate Headquarters and Other (7) | | Southfield, MI | | — | | — |
| | — |
| | — |
| | — |
| | 91,589 |
| | — |
| | 90,857 |
| | 90,857 |
| | (23,703 | ) | | Corporate Headquarters and Other(7) | | Southfield, MI | | — | | 0 | | | 0 | | | 0 | | | 1,081 | | | 91,589 | | | 1,081 | | | 100,601 | | | 101,682 | | | (28,136) | | |
| | $ | 3,188,472 |
| | $ | 1,379,317 |
| | $ | 5,238,831 |
| | $ | 34,962 |
| | $ | 2,020,697 |
| | $ | 1,414,279 |
| | $ | 7,505,321 |
| | $ | 8,919,600 |
| | $ | (1,686,980 | ) | | | $ | 3,458,853 | | | $ | 1,488,331 | | | $ | 5,514,658 | | | $ | 45,098 | | | $ | 2,762,471 | | | $ | 1,533,429 | | | $ | 8,286,141 | | | $ | 9,819,570 | | | $ | (1,957,710) | | |
A These communitiesproperties collateralize $398.0$267.3 million of secured debt.
B These communitiesproperties collateralize $697.4 million$1.2 billion of secured debt.
C These communitiesproperties are unencumbered and support the borrowing base for (a) our secured line ofunsecured senior credit facility which had $180.6$40.4 million outstanding on the revolving loan and no borrowings on the term loan, (b) an unsecured term loan facility which had $45.0 million outstanding.
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
D These communitiesproperties collateralize $1.7 billion of secured debt.
E These communitiesproperties collateralize $376.5$370.0 million of secured debt.
(1) Gross amount carried at December 31, 2019,2020, at our Canadian properties, reflects the impact of foreign currency translation.
(2) All or part of this property is subject to a ground lease.
(3) Gross amount carried at December 31, 20192020 has decreased at this property due to a partial disposition of land or depreciable assets, as applicable.
(4) This property was acquired during 2019.2020.
(5) This property was not included in our community count as of December 31, 20192020 as it was not fully developed.
(6) This property was impaired as a result of Hurricane Irma in September 2017.
(7) Corporate Headquarters and other fixed assets.
(8) This property was split into two separate properties in 2020.
(9) This property had a name change in 2020.
The following tables set forth real estate and accumulated depreciation relating to our Safe Harbor branded marinas.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Anacapa Isle | | Oxnard, CA | | — | | — | | | $ | 0 | | | $ | 10,920 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 10,920 | | | $ | 10,920 | | | $ | 0 | | | 2020 | | (A) |
Annapolis | | Annapolis, MD | | A | | — | | | 12,544 | | | 11,879 | | | 0 | | | 23 | | | 12,544 | | | 11,902 | | | 24,446 | | | 0 | | | 2020 | | (A) |
Aqua Yacht | | Iuka, MS | | A | | — | | | 1,229 | | | 16,139 | | | 0 | | | 0 | | | 1,229 | | | 16,139 | | | 17,368 | | | (194) | | | 2020 | | (A) |
Aqualand | | Flowery Branch, GA | | A | | — | | | 0 | | | 35,960 | | | 0 | | | 658 | | | 0 | | | 36,618 | | | 36,618 | | | (426) | | | 2020 | | (A) |
Bahia Bleu | | Thunderbolt, GA | | A | | — | | | 2,444 | | | 8,060 | | | 0 | | | (99) | | | 2,444 | | | 7,961 | | | 10,405 | | | (64) | | | 2020 | | (A) |
Ballena Isle | | Alameda, CA | | A | | — | | | 738 | | | 21,294 | | | 0 | | | 51 | | | 738 | | | 21,345 | | | 22,083 | | | (180) | | | 2020 | | (A) |
Beaufort | | Beaufort, SC | | A | | — | | | 0 | | | 1,756 | | | 0 | | | 16 | | | 0 | | | 1,772 | | | 1,772 | | | (27) | | | 2020 | | (A) |
Beaver Creek | | Monticello, KY | | A | | — | | | 0 | | | 10,768 | | | 0 | | | 27 | | | 0 | | | 10,795 | | | 10,795 | | | (91) | | | 2020 | | (A) |
Belle Maer | | Harrison Township, MI | | A | | — | | | 4,079 | | | 14,551 | | | 0 | | | (1) | | | 4,079 | | | 14,550 | | | 18,629 | | | (167) | | | 2020 | | (A) |
Bohemia Vista | | Chesapeake Bay, MD | | A | | — | | | 1,351 | | | 1,338 | | | 0 | | | 1 | | | 1,351 | | | 1,339 | | | 2,690 | | | (35) | | | 2020 | | (A) |
Brady Mountain | | Royal, AR | | A | | — | | | 0 | | | 22,297 | | | 0 | | | (45) | | | 0 | | | 22,252 | | | 22,252 | | | (317) | | | 2020 | | (A) |
Bristol | | Charleston, SC | | A | | — | | | 1,342 | | | 7,541 | | | 0 | | | 58 | | | 1,342 | | | 7,599 | | | 8,941 | | | (46) | | | 2020 | | (A) |
Bruce & Johnsons | | Branford, CT | | A | | — | | | 9,243 | | | 25,373 | | | 0 | | | 5 | | | 9,243 | | | 25,378 | | | 34,621 | | | (190) | | | 2020 | | (A) |
Burnside | | Somerset, KY | | A | | — | | | 0 | | | 11,815 | | | 0 | | | 0 | | | 0 | | | 11,815 | | | 11,815 | | | (130) | | | 2020 | | (A) |
Burnt Store | | Punta Gorda, FL | | A | | — | | | 17,624 | | | 16,534 | | | 60 | | | 925 | | | 17,684 | | | 17,459 | | | 35,143 | | | (142) | | | 2020 | | (A) |
Calusa Island | | Goodland, FL | | A | | — | | | 18,472 | | | 6,894 | | | 0 | | | 45 | | | 18,472 | | | 6,939 | | | 25,411 | | | (89) | | | 2020 | | (A) |
Cape Harbour | | Cape Coral, FL | | A | | — | | | 5,502 | | | 5,984 | | | 0 | | | 12 | | | 5,502 | | | 5,996 | | | 11,498 | | | (53) | | | 2020 | | (A) |
Capri | | Port Washington, NY | | A | | — | | | 7,740 | | | 15,975 | | | 0 | | | 29 | | | 7,740 | | | 16,004 | | | 23,744 | | | (109) | | | 2020 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Carroll Island | | Baltimore, MD | | A | | — | | | 1,215 | | | 1,634 | | | 0 | | | 207 | | | 1,215 | | | 1,841 | | | 3,056 | | | (56) | | | 2020 | | (A) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Charleston City | | Charleston, SC | | A | | — | | | 0 | | | 38,750 | | | 0 | | | 63 | | | 0 | | | 38,813 | | | 38,813 | | | (313) | | | 2020 | | (A) |
City Boatyard | | Charleston, SC | | A | | — | | | 3,366 | | | 7,904 | | | 0 | | | 158 | | | 3,366 | | | 8,062 | | | 11,428 | | | (38) | | | 2020 | | (A) |
Cove Haven | | Barrington, RI | | A | | — | | | 9,963 | | | 9,758 | | | 0 | | | 11 | | | 9,963 | | | 9,769 | | | 19,732 | | | (91) | | | 2020 | | (A) |
Cowesett | | Warwick, RI | | A | | — | | | 18,779 | | | 20,520 | | | 0 | | | 1 | | | 18,779 | | | 20,521 | | | 39,300 | | | (158) | | | 2020 | | (A) |
Crystal Point | | Point Pleasant, NJ | | A | | — | | | 1,308 | | | 2,273 | | | 0 | | | 433 | | | 1,308 | | | 2,706 | | | 4,014 | | | (20) | | | 2020 | | (A) |
Dauntless(1) | | Essex, CT | | A | | — | | | 4,230 | | | 18,730 | | | 0 | | | 29 | | | 4,230 | | | 18,759 | | | 22,989 | | | (132) | | | 2020 | | (A) |
Dauntless Shipyard(1) | | Essex, CT | | A | | — | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 2020 | | (A) |
Deep River | | Deep River, CT | | A | | — | | | 4,689 | | | 5,036 | | | 0 | | | 32 | | | 4,689 | | | 5,068 | | | 9,757 | | | (56) | | | 2020 | | (A) |
Eagle Cove | | Byrdstown, TN | | A | | — | | | 0 | | | 4,599 | | | 0 | | | 12 | | | 0 | | | 4,611 | | | 4,611 | | | (116) | | | 2020 | | (A) |
Emerald Point | | Austin, TX | | A | | — | | | 0 | | | 18,144 | | | 0 | | | 131 | | | 0 | | | 18,275 | | | 18,275 | | | (285) | | | 2020 | | (A) |
Emeryville | | Emeryville, CA | | A | | — | | | 0 | | | 17,161 | | | 0 | | | 72 | | | 0 | | | 17,233 | | | 17,233 | | | (122) | | | 2020 | | (A) |
Essex Island(1) | | Essex, CT | | A | | — | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 2020 | | (A) |
Ferry Point | | Old Saybrook, CT | | A | | — | | | 1,638 | | | 7,384 | | | 0 | | | 167 | | | 1,638 | | | 7,551 | | | 9,189 | | | (55) | | | 2020 | | (A) |
Fiddler's Cove | | North Falmouth, MA | | A | | — | | | 13,697 | | | 11,927 | | | 0 | | | 10 | | | 13,697 | | | 11,937 | | | 25,634 | | | (74) | | | 2020 | | (A) |
Gaines | | Rouses Point, NY | | A | | — | | | 392 | | | 2,740 | | | 0 | | | 42 | | | 392 | | | 2,782 | | | 3,174 | | | (78) | | | 2020 | | (A) |
Glen Cove | | Glen Cove, NY | | A | | — | | | 8,223 | | | 16,921 | | | 0 | | | 3 | | | 8,223 | | | 16,924 | | | 25,147 | | | (133) | | | 2020 | | (A) |
Grand Isle | | Grand Haven, MI | | A | | — | | | 5,966 | | | 5,181 | | | 0 | | | 41 | | | 5,966 | | | 5,222 | | | 11,188 | | | (157) | | | 2020 | | (A) |
Great Island | | Harpswell, ME | | A | | — | | | 9,770 | | | 13,022 | | | 0 | | | 35 | | | 9,770 | | | 13,057 | | | 22,827 | | | (101) | | | 2020 | | (A) |
Great Lakes | | Muskegon, MI | | A | | — | | | 6,123 | | | 5,748 | | | 0 | | | 2 | | | 6,123 | | | 5,750 | | | 11,873 | | | (120) | | | 2020 | | (A) |
Great Oak Landing | | Chestertown, MD | | A | | — | | | 1,082 | | | 3,937 | | | 0 | | | 132 | | | 1,082 | | | 4,069 | | | 5,151 | | | (97) | | | 2020 | | (A) |
Green Harbor | | Marshfield, MA | | A | | — | | | 8,346 | | | 5,591 | | | 0 | | | 174 | | | 8,346 | | | 5,765 | | | 14,111 | | | (50) | | | 2020 | | (A) |
Greenport(2) | | Greenport, NY | | A | | — | | | 31,112 | | | 10,215 | | | 0 | | | 161 | | | 31,112 | | | 10,376 | | | 41,488 | | | (127) | | | 2020 | | (A) |
Greenwich Bay | | Warwick, RI | | A | | — | | | 5,268 | | | 4,467 | | | 0 | | | 310 | | | 5,268 | | | 4,777 | | | 10,045 | | | (88) | | | 2020 | | (A) |
Grider Hill | | Albany, KY | | A | | — | | | 0 | | | 11,066 | | | 0 | | | 824 | | | 0 | | | 11,890 | | | 11,890 | | | (254) | | | 2020 | | (A) |
Hacks Point | | Earleville, MD | | A | | — | | | 319 | | | 1,031 | | | 0 | | | 256 | | | 319 | | | 1,287 | | | 1,606 | | | (17) | | | 2020 | | (A) |
Harbor House | | Stamford, CT | | A | | — | | | 0 | | | 2,798 | | | 0 | | | 0 | | | 0 | | | 2,798 | | | 2,798 | | | (38) | | | 2020 | | (A) |
Harbors View | | Afton, OK | | A | | — | | | 304 | | | 1,223 | | | 0 | | | 4 | | | 304 | | | 1,227 | | | 1,531 | | | (29) | | | 2020 | | (A) |
Harbortown | | Fort Pierce, FL | | A | | — | | | 23,204 | | | 12,928 | | | 0 | | | 19 | | | 23,204 | | | 12,947 | | | 36,151 | | | (130) | | | 2020 | | (A) |
Haverstraw | | West Haverstraw, NY | | — | | — | | | 0 | | | 17,128 | | | 0 | | | 35 | | | 0 | | | 17,163 | | | 17,163 | | | (169) | | | 2020 | | (A) |
Hawthorne Cove | | Salem, MA | | A | | — | | | 1,832 | | | 11,584 | | | 0 | | | 76 | | | 1,832 | | | 11,660 | | | 13,492 | | | (106) | | | 2020 | | (A) |
Hideaway Bay | | Flowery Branch, GA | | A | | — | | | 0 | | | 26,218 | | | 0 | | | 22 | | | 0 | | | 26,240 | | | 26,240 | | | (109) | | | 2020 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Holly Creek | | Celina, TN | | A | | — | | | 50 | | | 7,022 | | | 0 | | | 26 | | | 50 | | | 7,048 | | | 7,098 | | | (69) | | | 2020 | | (A) |
Island Park | | Portsmouth, RI | | A | | — | | | 7,518 | | | 3,544 | | | 0 | | | 367 | | | 7,518 | | | 3,911 | | | 11,429 | | | (30) | | | 2020 | | (A) |
Jamestown | | Jamestown, KY | | A | | — | | | 0 | | | 31,998 | | | 0 | | | 11 | | | 0 | | | 32,009 | | | 32,009 | | | (257) | | | 2020 | | (A) |
Jamestown Boatyard | | Jamestown, RI | | A | | — | | | 3,908 | | | 3,449 | | | 0 | | | 14 | | | 3,908 | | | 3,463 | | | 7,371 | | | (29) | | | 2020 | | (A) |
Jefferson Beach | | St. Clair Shores, MI | | A | | — | | | 19,196 | | | 18,109 | | | 0 | | | 27 | | | 19,196 | | | 18,136 | | | 37,332 | | | (217) | | | 2020 | | (A) |
Kings Point | | Cornelius, NC | | A | | — | | | 10,717 | | | 14,139 | | | 0 | | | 60 | | | 10,717 | | | 14,199 | | | 24,916 | | | (109) | | | 2020 | | (A) |
Lakefront | | Port Clinton, OH | | A | | — | | | 448 | | | 1,811 | | | 0 | | | 6 | | | 448 | | | 1,817 | | | 2,265 | | | (69) | | | 2020 | | (A) |
Loch Lomond | | San Rafael, CA | | A | | — | | | 5,185 | | | 7,366 | | | 0 | | | 497 | | | 5,185 | | | 7,863 | | | 13,048 | | | (104) | | | 2020 | | (A) |
Manasquan River | | Brick Township, NJ | | A | | — | | | 2,026 | | | 1,701 | | | 0 | | | 29 | | | 2,026 | | | 1,730 | | | 3,756 | | | (27) | | | 2020 | | (A) |
Marina Bay | | Quincy, MA | | A | | — | | | 10,156 | | | 20,114 | | | 0 | | | 443 | | | 10,156 | | | 20,557 | | | 30,713 | | | (120) | | | 2020 | | (A) |
Mystic | | Mystic, CT | | A | | — | | | 1,274 | | | 13,459 | | | 0 | | | 16 | | | 1,274 | | | 13,475 | | | 14,749 | | | (115) | | | 2020 | | (A) |
Narrows Point | | Grasonville, MD | | A | | — | | | 5,902 | | | 8,908 | | | 0 | | | 33 | | | 5,902 | | | 8,941 | | | 14,843 | | | (168) | | | 2020 | | (A) |
New England Boatworks | | Portsmouth, RI | | A | | — | | | 21,843 | | | 17,656 | | | 0 | | | 206 | | | 21,843 | | | 17,862 | | | 39,705 | | | (222) | | | 2020 | | (A) |
New Port Cove | | Riviera Beach, FL | | A | | — | | | 19,039 | | | 2,460 | | | 0 | | | 62 | | | 19,039 | | | 2,522 | | | 21,561 | | | (57) | | | 2020 | | (A) |
Newport Shipyard | | Newport, RI | | A | | — | | | 18,991 | | | 50,974 | | | 0 | | | 9 | | | 18,991 | | | 50,983 | | | 69,974 | | | (373) | | | 2020 | | (A) |
North Palm Beach | | North Palm Beach, FL | | A | | — | | | 16,629 | | | 11,591 | | | 0 | | | 9 | | | 16,629 | | | 11,600 | | | 28,229 | | | (70) | | | 2020 | | (A) |
Old Port Cove | | North Palm Beach, FL | | A | | — | | | 27,833 | | | 26,842 | | | 0 | | | 71 | | | 27,833 | | | 26,913 | | | 54,746 | | | (180) | | | 2020 | | (A) |
Onset Bay | | Buzzards Bay, MA | | A | | — | | | 6,892 | | | 4,073 | | | 0 | | | 30 | | | 6,892 | | | 4,103 | | | 10,995 | | | (45) | | | 2020 | | (A) |
Oxford | | Oxford, MD | | A | | — | | | 939 | | | 4,840 | | | 0 | | | 241 | | | 939 | | | 5,081 | | | 6,020 | | | (56) | | | 2020 | | (A) |
Peninsula Yacht Club | | Cornelius, NC | | A | | — | | | 9,546 | | | 19,003 | | | 0 | | | 40 | | | 9,546 | | | 19,043 | | | 28,589 | | | (120) | | | 2020 | | (A) |
Pier 121 | | Lewisville, TX | | A | | — | | | 0 | | | 66,283 | | | 0 | | | 114 | | | 0 | | | 66,397 | | | 66,397 | | | (654) | | | 2020 | | (A) |
Pier 77 | | Bradenton, FL | | A | | — | | | 1,141 | | | 4,106 | | | 0 | | | 55 | | | 1,141 | | | 4,161 | | | 5,302 | | | (40) | | | 2020 | | (A) |
Pilots Point | | Westbrook,CT | | A | | — | | | 12,674 | | | 43,795 | | | 0 | | | 257 | | | 12,674 | | | 44,052 | | | 56,726 | | | (288) | | | 2020 | | (A) |
Pineland | | Bokeelia, FL | | A | | — | | | 5,917 | | | 5,323 | | | 0 | | | 325 | | | 5,917 | | | 5,648 | | | 11,565 | | | (76) | | | 2020 | | (A) |
Plymouth | | Plymouth, MA | | A | | — | | | 7,016 | | | 14,416 | | | 0 | | | 6 | | | 7,016 | | | 14,422 | | | 21,438 | | | (89) | | | 2020 | | (A) |
Port Royal | | Port Royal, SC | | A | | — | | | 1,509 | | | 1,663 | | | 0 | | | 9 | | | 1,509 | | | 1,672 | | | 3,181 | | | (34) | | | 2020 | | (A) |
Post Road | | Mamaroneck, NY | | A | | — | | | 3,196 | | | 1,965 | | | 0 | | | 20 | | | 3,196 | | | 1,985 | | | 5,181 | | | (26) | | | 2020 | | (A) |
Regatta Pointe | | Palmetto, FL | | A | | — | | | 0 | | | 21,774 | | | 0 | | | 76 | | | 0 | | | 21,850 | | | 21,850 | | | (124) | | | 2020 | | (A) |
Reserve Harbor | | Pawleys Island, SC | | A | | — | | | 2,904 | | | 4,708 | | | 0 | | | 78 | | | 2,904 | | | 4,786 | | | 7,690 | | | (41) | | | 2020 | | (A) |
Riviera Beach | | Riviera Beach, FL | | A | | — | | | 39,088 | | | 30,727 | | | 0 | | | 0 | | | 39,088 | | | 30,727 | | | 69,815 | | | 0 | | | 2020 | | (A) |
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Encumbrance | | Initial Cost to Company | | Costs Capitalized Subsequent to Acquisition (Improvements) | | Gross Amount Carried at December 31, 2020 | | | | | | |
Property Name | | Location | | Group | | Amount | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Land | | Depreciable Assets | | Total | | Accumulated Depreciation | | Date | | Acquired (A) or Constructed (C) |
Rockland | | Rockland, ME | | — | | — | | | 1,078 | | | 13,360 | | | 0 | | | 0 | | | 1,078 | | | 13,360 | | | 14,438 | | | 0 | | | 2020 | | (A) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Sakonnet | | Portsmouth, RI | | A | | — | | | 5,210 | | | 8,468 | | | 0 | | | 45 | | | 5,210 | | | 8,513 | | | 13,723 | | | (56) | | | 2020 | | (A) |
Sandusky | | Sandusky, OH | | A | | — | | | 215 | | | 2,866 | | | 0 | | | 5 | | | 215 | | | 2,871 | | | 3,086 | | | (72) | | | 2020 | | (A) |
Shelburne Shipyard | | Shelburne, VT | | A | | — | | | 2,274 | | | 1,741 | | | 0 | | | 1 | | | 2,274 | | | 1,742 | | | 4,016 | | | (49) | | | 2020 | | (A) |
Siesta Key | | Sarasota, FL | | A | | — | | | 4,429 | | | 5,188 | | | 0 | | | 118 | | | 4,429 | | | 5,306 | | | 9,735 | | | (99) | | | 2020 | | (A) |
Silver Spring | | South Kingstown, RI | | A | | — | | | 3,043 | | | 2,810 | | | 0 | | | 71 | | | 3,043 | | | 2,881 | | | 5,924 | | | (23) | | | 2020 | | (A) |
Skippers Landing | | Troutman, NC | | A | | — | | | 4,990 | | | 2,839 | | | 0 | | | 169 | | | 4,990 | | | 3,008 | | | 7,998 | | | (40) | | | 2020 | | (A) |
Skull Creek | | Hilton Head, SC | | A | | — | | | 1,110 | | | 5,648 | | | 0 | | | 140 | | | 1,110 | | | 5,788 | | | 6,898 | | | (36) | | | 2020 | | (A) |
South Fork | | Fort Lauderdale, FL | | — | | — | | | 7,954 | | | 5,319 | | | 0 | | | 1,044 | | | 7,954 | | | 6,363 | | | 14,317 | | | 0 | | | 2020 | | (A) |
South Harbour Village | | Southport, NC | | A | | — | | | 698 | | | 3,757 | | | 0 | | | 887 | | | 698 | | | 4,644 | | | 5,342 | | | (24) | | | 2020 | | (A) |
Sportsman | | Orange Beach, AL | | A | | — | | | 22,197 | | | 18,947 | | | 0 | | | 224 | | | 22,197 | | | 19,171 | | | 41,368 | | | (203) | | | 2020 | | (A) |
Stirling(2) | | Greenport, NY | | A | | — | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 2020 | | (A) |
Stratford | | Stratford, CT | | A | | — | | | 2,343 | | | 17,941 | | | 0 | | | 61 | | | 2,343 | | | 18,002 | | | 20,345 | | | (117) | | | 2020 | | (A) |
Sunset Bay | | Hull, MA | | A | | — | | | 2,546 | | | 7,640 | | | 0 | | | 140 | | | 2,546 | | | 7,780 | | | 10,326 | | | (47) | | | 2020 | | (A) |
Toledo Beach | | La Salle Township, MI | | A | | — | | | 1,132 | | | 2,490 | | | 0 | | | (400) | | | 1,132 | | | 2,090 | | | 3,222 | | | (68) | | | 2020 | | (A) |
Trade Winds | | Appling, GA | | A | | — | | | 0 | | | 10,854 | | | 0 | | | 16 | | | 0 | | | 10,870 | | | 10,870 | | | (105) | | | 2020 | | (A) |
Ventura Isle | | Ventura, CA | | A | | — | | | 0 | | | 23,872 | | | 0 | | | 16 | | | 0 | | | 23,888 | | | 23,888 | | | (139) | | | 2020 | | (A) |
Walden | | Montgomery, TX | | A | | — | | | 1,099 | | | 4,253 | | | 0 | | | 5 | | | 1,099 | | | 4,258 | | | 5,357 | | | (38) | | | 2020 | | (A) |
West Palm Beach | | West Palm Beach, FL | | A | | — | | | 0 | | | 58,541 | | | 0 | | | 0 | | | 0 | | | 58,541 | | | 58,541 | | | 0 | | | 2020 | | (A) |
Westport | | Denver, NC | | A | | — | | | 3,218 | | | 5,781 | | | 0 | | | 115 | | | 3,218 | | | 5,896 | | | 9,114 | | | (81) | | | 2020 | | (A) |
Wickford | | Wickford, RI | | A | | — | | | 1,054 | | | 2,435 | | | 0 | | | 0 | | | 1,054 | | | 2,435 | | | 3,489 | | | 0 | | | 2020 | | (A) |
Wickford Cove | | Wickford, RI | | A | | — | | | 7,174 | | | 12,995 | | | 0 | | | 58 | | | 7,174 | | | 13,053 | | | 20,227 | | | (79) | | | 2020 | | (A) |
Willsboro Bay | | Willsboro, NY | | A | | — | | | 618 | | | 3,137 | | | 0 | | | 45 | | | 618 | | | 3,182 | | | 3,800 | | | (141) | | | 2020 | | (A) |
Wisdom Dock | | Albany, KY | | A | | — | | | 346 | | | 3,339 | | | 0 | | | 10 | | | 346 | | | 3,349 | | | 3,695 | | | (72) | | | 2020 | | (A) |
Yacht Haven | | Stamford, CT | | A | | — | | | 6,720 | | | 3,703 | | | 0 | | | 7 | | | 6,720 | | | 3,710 | | | 10,430 | | | (58) | | | 2020 | | (A) |
Zahnisers | | Solomons, MD | | A | | — | | | 1,756 | | | 3,589 | | | 0 | | | 2 | | | 1,756 | | | 3,591 | | | 5,347 | | | (40) | | | 2020 | | (A) |
| | | | | | $ | — | | | $ | 585,875 | | | $ | 1,256,028 | | | $ | 60 | | | $ | 11,083 | | | $ | 585,935 | | | $ | 1,267,111 | | | $ | 1,853,046 | | | $ | (10,975) | | | | | |
Marinas Headquarters and Other | | Dallas, TX | | — | | $ | — | | | 0 | | 9,521 | | | 0 | | | 2,466 | | | 0 | | | 11,987 | | | 11,987 | | | (127) | | | | | |
| | | | | | $ | — | | | $ | 585,875 | | | $ | 1,265,549 | | | $ | 60 | | | $ | 13,549 | | | $ | 585,935 | | | $ | 1,279,098 | | | $ | 1,865,033 | | | $ | (11,102) | | | | | |
A These marinas are unencumbered and support the borrowing base for the Safe Harbor Facility which had $652.0 million and $500.0 million of borrowings outstanding under the revolving loan and term loan, respectively.
(1) All costs from Dauntless Shipyard and Essex Island are grouped into Dauntless.
(2) All costs from Stirling are grouped into Greenport.
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
The change in investment property for the years ended December 31, 2020, 2019, 2018, and 20172018 is as follows (in thousands):
|
| | | | | | | | | | | |
| Year Ended |
| December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Beginning balance | $ | 7,560,946 |
| | $ | 6,882,879 |
| | $ | 6,496,339 |
|
Community and land acquisitions, including immediate improvements | 930,668 |
| | 414,840 |
| | 204,375 |
|
Community expansion and development | 281,808 |
| | 152,672 |
| | 88,331 |
|
Improvements | 233,984 |
| | 205,006 |
| | 168,315 |
|
Asset impairment | — |
| | — |
| | (10,511 | ) |
Dispositions and other | (87,806 | ) | | (94,451 | ) | | (63,970 | ) |
Ending balance | $ | 8,919,600 |
| | $ | 7,560,946 |
| | $ | 6,882,879 |
|
| | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Beginning balance | $ | 8,919,600 | | | $ | 7,560,946 | | | $ | 6,882,879 | |
Community and land acquisitions, including immediate improvements | 2,410,900 | | | 930,668 | | | 414,840 | |
Community expansion and development | 246,454 | | | 281,808 | | | 152,672 | |
Improvements | 249,275 | | | 233,984 | | | 205,006 | |
| | | | | |
Dispositions and other | (141,626) | | | (87,806) | | | (94,451) | |
Ending balance | $ | 11,684,603 | | | $ | 8,919,600 | | | $ | 7,560,946 | |
The change in accumulated depreciation for the years ended December 31, 2020, 2019, 2018, and 20172018 is as follows (in thousands):
|
| | | | | | | | | | | |
| Year Ended |
| December 31, 2019 | | December 31, 2018 | | December 31, 2017 |
Beginning balance | $ | 1,442,630 |
| | $ | 1,237,525 |
| | $ | 1,026,858 |
|
Depreciation for the period | 291,605 |
| | 253,952 |
| | 236,422 |
|
Asset impairment | — |
| | — |
| | (405 | ) |
Dispositions and other | (47,255 | ) | | (48,847 | ) | | (25,350 | ) |
Ending balance | $ | 1,686,980 |
| | $ | 1,442,630 |
| | $ | 1,237,525 |
|
| | | | | | | | | | | | | | | | | |
| Year Ended |
| December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
Beginning balance | $ | 1,686,980 | | | $ | 1,442,630 | | | $ | 1,237,525 | |
Depreciation for the period | 344,478 | | | 291,605 | | | 253,952 | |
Asset impairment | (7) | | | 0 | | | 0 | |
Dispositions and other | (62,639) | | | (47,255) | | | (48,847) | |
Ending balance | $ | 1,968,812 | | | $ | 1,686,980 | | | $ | 1,442,630 | |