FALSE2020FY0000912593December 31TRUEFALSECollateralized Receivables and Transfers of Financial Assets
0000912593 sui:JellystoneParkAtGardinerMember 2019-12-31Prior 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 $0.0 million (net of allowance of $0.0 million) as of December 31, 2019. The receivables had a weighted average interest rate and maturity of 0.0 percent and 0.0 years as of December 31, 2019.

There was no balance of secured borrowing as of December 31, 2020. The balance of the secured borrowing was $0.0 million as of December 31, 2019.

The amount of interest income and expense recognized was $8.0 million, $0.0 million and $13.2 million for the years ended December 31, 2020, 2019, and 2018, respectively.

The change in the aggregate gross principal balance of the collateralized receivables is as follows (in thousands):
December 31, 2020December 31, 2019
Beginning balance$— $— 
Principal payments and payoffs from our customers— — 
Principal reduction from repurchased homes— — 
Derecognition of collateralized receivables— — 
Total activity— — 
Ending balance$— $— 
The following table sets forth the allowance for the collateralized receivables (in thousands):
December 31, 2020December 31, 2019
Beginning balance$— $— 
Lower of cost or market write-downs— — 
(Increase) / decrease to reserve balance— — 
Gain on derecognition of collaterized receivables— — 
Total activity— — 
Ending balance$— $— 
0.60.00.00.00.00.08.00.013.2
December 31, 2020December 31, 2019
Beginning balance$— $— 
Principal payments and payoffs from our customers— — 
Principal reduction from repurchased homes— — 
Derecognition of collateralized receivables— — 
Total activity— — 
Ending balance$— $— 
000000000000
The following table sets forth the allowance for the collateralized receivables (in thousands):
December 31, 2020December 31, 2019
Beginning balance$— $— 
Lower of cost or market write-downs— — 
(Increase) / decrease to reserve balance— — 
Gain on derecognition of collaterized receivables— — 
Total activity— — 
Ending balance$— $— 
000000000000



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

FORM 10-K
FORM
10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20192020
Commission file number 1-12616


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

Maryland1-1261638-2730780
(State of Incorporation)Commission file number(I.R.S. Employer Identification No.)
Maryland1-1261638-2730780
(State of Incorporation)Commission file number(I.R.S. Employer Identification No.)
27777 Franklin Rd,Suite 200,Southfield,Michigan48034
(Address of Principal Executive Offices)(Zip Code)

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

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


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒ 

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

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. (Check one):
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
☒☐☐☐☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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




As of June 30, 2019,2020, the aggregate market value of the Registrant’s stock held by non-affiliates was $11,363,494,077$13,075,882,670 (computed by reference to the closing sales price of the Registrant’s common stock as of June 30, 2019)2020). For this computation, the Registrant has excluded the market value of all shares of common stock reported as beneficially owned by executive officers and directors of the Registrant; such exclusion shall not be deemed to constitute an admission that any such person is an affiliate of the Registrant.

Number of shares of common stock, $0.01 par value per share, outstanding as of February 13, 2020: 93,319,20011, 2021: 107,616,246

Documents Incorporated By Reference

Unless provided in an amendment to this Annual Report on Form 10-K, the information required by Part III is incorporated by reference to the registrant’s proxy statement to be filed pursuant to Regulation 14A, with respect to the registrant’s 20202021 annual meeting of stockholders.




SUN COMMUNITIES, INC.

Table of Contents

ItemDescriptionPage
ItemPart I.DescriptionPage
Part I.
Item 1.Business
1
Item 1A.Risk Factors
810
Item 1B.Unresolved Staff Comments
1923
Item 2.Properties
2024
Item 3.Legal Proceedings
3140
Item 4.Mine Safety Disclosures
3140
Part II.
Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
3241
Item 6.Selected Financial Data
3544
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
3645
Item 7A.Quantitative and Qualitative Disclosures about Market Risk
5365
Item 8.Financial Statements and Supplementary Data
5466
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
5466
Item 9A.Controls and Procedures
5466
Item 9B.Other Information
5466
Part III.
Item 10.Directors, Executive Officers and Corporate Governance
5567
Item 11.Executive Compensation
5567
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
5567
Item 13.Certain Relationships and Related Transactions, and Director Independence
5567
Item 14.Principal Accountant Fees and Services
5567
Part IV.
Item 15.Exhibits and Financial Statement Schedules
5668
Item 16.Form 10-K Summary
5668
Exhibits
69
Signatures
71
Index to the Consolidated Financial Statements and Financial Statement Schedule
F- 1



SUN COMMUNITIES, INC.

PART I

ITEM 1. BUSINESS

GENERAL OVERVIEW

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 and develop manufactured housing (“MH”) communities and recreational vehicle (“RV”) resorts throughout the United States and Ontario, Canada. We acquired Safe Harbor and its portfolio of marinas in October 2020. Through Safe Harbor, we own, operate, develop and manage marinas throughout the United States, with the majority of such marinas concentrated in coastal regions and others located in various inland regions. We are a fully integratedfully-integrated real estate company which, together with our affiliates and predecessors, havehas been in the business of acquiring, operating, developing and expanding manufactured housing (“MH”)MH communities and recreational vehicle (“RV”) communitiesRV resorts since 1975.1975 and marinas since 2020. We lease individual parcels of land, (“sites”)or sites, with utility access for placement of manufactured homes and RVs to our MH and RV customers. The MH communities are designed to offer affordable housing to individuals and families, while also providing certain amenities. The RV resorts are designed to offer affordable vacation opportunities to individuals and families complemented by a diverse selection of amenities. The marina offerings to its members include wet slip rentals, dry storage space leases, end-to-end service (such as routine maintenance, repair and winterization), fuel sales and other high-end amenities. These services and amenities offer convenience and resort-quality experiences to our members.

As of December 31, 2020, we owned and operated or had an interest in a portfolio of 552 MH communities, RV resorts, and marinas (collectively, the “properties”) located in 39 states throughout the United States and Ontario, Canada, including 276 MH communities, 136 RV resorts, 34 properties containing both MH and RV sites, and 106 marinas. As of December 31, 2020, the properties contained an aggregate of 188,176 developed sites comprised of 96,688 developed MH sites, 27,564 annual RV sites (inclusive of both annual and seasonal usage rights), 25,043 transient RV sites, and 38,881 wet slips and dry storage spaces. Additionally, there are 10,025 additional MH and RV sites suitable for development.

We are also engaged through SHS, a taxable REIT subsidiary, 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.

We own, operate, or have an interest in a portfolio of MH and RV communities. As of December 31, 2019, we owned, operated or had an interest in a portfolio of 422 properties in 33 states and Ontario, Canada (collectively, the “Properties” or “Communities”), including 266 MH communities, 122 RV communities, and 34 Properties containing both MH and RV sites. As of December 31, 2019, the Properties contained an aggregate of 141,293 developed sites comprised of 93,821 developed MH sites, 26,056 annual RV sites (inclusive of both annual and seasonal usage rights), and 21,416 transient RV sites. There are approximately 10,300 additional MH and RV sites suitable for development. We also own a 50 percent interest in a joint venture formed to establish and grow a manufactured housing community development program in Australia.

Our executive and principal property management office is located at 27777 Franklin Road, Suite 200, Southfield, Michigan 48034 and our telephone number is (248) 208-2500. We have regional property management offices located in Austin Texas;and Dallas, Texas, Newport, Rhode Island; Grand Rapids, Michigan; Denver, Colorado; Ft. Myers, Florida; and Orlando, Florida; and weFlorida. Safe Harbor’s primary office is located in Dallas, Texas. We employed an aggregate of 3,1464,872 full and part time employees as of December 31, 2019.2020.

Our website address is www.suncommunities.com and we make available, free of charge, on or through our website all of our periodic reports, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and current reports on Form 8-K, as soon as reasonably practicable after we file such reports with the Securities and Exchange Commission (the “SEC”). Additionally, the SEC maintains a website at https://www.sec.gov, that contains reports, proxy information statements and other information about Sun.


1
SUN COMMUNITIES, INC.
STRUCTURE OF THE COMPANY

The Operating Partnership is structured as an umbrella partnership REIT, or UPREIT. In 1993, we contributed our net assets to the Operating Partnership in exchange for the sole general partner interest in the Operating Partnership and the majority of all the Operating Partnership’s initial capital. We conduct substantially all of our operations through the Operating Partnership. The Operating Partnership owns, either directly or indirectly through other subsidiaries, all of our assets. This UPREIT structure enables us to comply with certain complex requirements under the federal tax rules and regulations applicable to REITs, and to acquire MH communities, RV resorts and RV communitiesmarinas in transactions that defer some or all of the sellers’ tax consequences. The financial results of the Operating Partnership and our other subsidiaries are consolidated in our Consolidated Financial Statements. The financial results include certain activities that do not necessarily qualify as REIT activities under the Internal Revenue Code of 1986, as amended (the “Code”). We have formed taxable REIT subsidiaries, as defined in the Code, to engage in such activities. We use taxable REIT subsidiaries to offer certain services to our residents and engage in activities that would not otherwise be permitted under the REIT rules if provided directly by us or by the Operating Partnership. The taxable REIT subsidiaries include our home sales business, SHS, which provides manufactured home sales, leasing, and other services to current and prospective tenants of the Properties.properties.

Under the partnership agreement, the Operating Partnership is structured to make distributions with respect to certain of the Operating Partnership units (“OP units”) at the same time that distributions are made to our common stockholders. The Operating Partnership is structured to permit limited partners holding certain classes or series of OP units to exchange those OP units for shares of our common stock (in a taxable transaction) and achieve liquidity for their investment.

As the sole general partner of the Operating Partnership, we generally have the power to manage and have complete control over the conduct of the Operating Partnership’s affairs and all decisions or actions made or taken by us as the general partner pursuant to the partnership agreement are generally binding upon all of the partners and the Operating Partnership.

2
SUN COMMUNITIES, INC.

We do not own all of the OP units. As of December 31, 2019, The following table sets forth:

•the Operating Partnership had issued and outstanding:

1,283,819 preferred OP units (“Aspen preferred OP units”);
309,234 Series A-1 preferred OP units;
310,424 Series C preferred OP units;
488,958 Series D preferred OP units;
40,268 Series A-3 preferred OP units;
95,600,640 common OP units.

As of December 31, 2019, we held:

no Aspen preferred OP units, Series A-1 preferred OP units, Series C preferred OP units, Series D preferred OP units, or Series A-3 preferred OP units;
93,180,481 common OP units, or approximately 97.5 percent of the issued and outstanding common OP units;

In January 2019, we redeemed all 26,750 outstanding 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 all of the Series B-3 OP units.

In December 2019, we converted all outstanding shares of our 6.50 percent Series A-4 Cumulative Convertible Preferred Stock and Series A-4 preferred OP units 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) and all 405,656 Series A-4 preferred OP units were converted into 180,277 common OP units (net of fractional shares paid in cash).

On January 9, 2020, the Operating Partnership created a new class of OP units named Series E Preferred OP Units in conjunction with the acquisition of a MH community in East Falmouth, Massachusetts. As of February 13, 2020, 90,000 Series E Preferred OP Units were outstanding.

Ranking and Priority

The various classes and series of OP units issued byand the Operating Partnership ranknumber of units of each series outstanding as followsof December 31, 2020;
•the relative ranking of the various series of OP units with respect to rights to the payment of distributions and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership:Partnership;

•the number of shares of our common stock issuable upon the exchange of each OP unit of the applicable series;
first,•the annual distribution rate on each series of OP Units; and
•information regarding the terms of redemption rights for each series of OP units, as applicable.

RankingDescriptionOP Units Outstanding at December 31, 2020
Exchange Rate(1)
Annual Distribution Rate(2)
Cash Redemption(3)
Redemption Period
1Preferred OP units (or “Aspen preferred OP units”)
1,283,819(4)
Variable(5)
Variable(6)
Mandatory
Variable(7)
1Series A-1 preferred OP units294,734 2.43906.00 %N/AN/A
2Series C preferred OP units306,303 1.1100
Variable(8)
N/AN/A
3Series D preferred OP units488,958 0.8000
Variable(9)
Holder’s OptionAny time after earlier of January 31, 2024 or death of holder
4Series E preferred OP units90,000 0.6897
Variable(10)
N/AN/A
5Series F preferred OP units90,000 0.62503.00 %Holder’s OptionAny time after earlier of May 14, 2025 or death of holder
6Series G preferred OP units240,710 0.64523.20 %Holder’s OptionAny time after earlier of September 30, 2025 or death of holder
7Series H preferred OP units581,407 0.60983.00 %Holder’s OptionAny time after earlier of October 30, 2025 or death of holder
8Series I preferred OP units922,000 0.60983.00 %Holder’s OptionAny time after earlier of December 31, 2025 or death of holder
9Series A-3 preferred OP units40,268 1.86054.50 %N/AN/A
10Common OP units
110,232,973 (11)
1.0000Same distribution rate for common stock and common OP unitsN/AN/A
(1) Exchange rates are subject to adjustment upon stock splits, recapitalizations and similar events. The exchange rates of certain series of OP units are approximated to four decimal places.
(2) Except for common OP units, distributions are payable on the issue price of each OP unit, which is $27.00 per unit for all Aspen preferred OP units and Series A-1$100.00 per unit for all other preferred OP units.
(3) The redemption price for each OP unit redeemed will be equal to its issue price plus all accrued but unpaid distributions.
(4) Of the outstanding Aspen preferred OP units, on parity with each other;270,000 are designated as “Aspen 2034 Units.”
next, the Series C preferred OP units;
next, the Series D preferred OP units;
next, the Series E preferred OP units;
next, the Series A-3 preferred OP units; and
finally, the common OP units.

Common OP Units

Subject to certain limitations, the holder of each common OP unit at its option may convert such common OP unit at any time into one share of our common stock. Holders of common OP units are entitled to receive distributions from the Operating Partnership as and when declared by the general partner, provided that all accrued distributions payable on OP units ranking senior to the common OP units have been paid. The holders of common OP units generally receive distributions on the same dates and in amounts equal to the distributions paid to holders of our common stock.

Aspen Preferred OP Units

Subject to certain limitations, at(5) At any time prior to January 1, 2024 (or prior to January 1, 2034 with respect to the extended units discussed below)Aspen 2034 Units), at the holder ofholder’s option, each Aspen preferred OP unit at its option may convert such Aspen preferred OP unitbe exchanged 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 average closing price of our common stock for the preceding ten trading days is greater than $68.00 per share, the number of common OP units determined by dividing (i) the sum of (A) $27.00 plus (B) 25 percent of the amount by which the average closing price of our common stock for the preceding ten trading days exceeds $68.00 per share, by (ii) the average closing price of our common stock for the preceding
SUN COMMUNITIES, INC.

ten trading days.
(6) The holders ofannual distribution rate for Aspen 2034 Units is 3.80%. The annual distribution rate on all other Aspen preferred OP units are entitled to receive distributions not less than quarterly. Distributions on Aspen preferred OP units are generally paid on the same dates as distributions are paid to holders of common OP units. Except for Extended Units as discussed below, each Aspen preferred OP unit is entitled to receive distributions in an amount equal to the product of (x) its original per unit issuance price of $27.00, multiplied by (y) an annual rate equal to the 10-year U.S. Treasury bond yield plus 239 basis points; provided, however, that thesuch aggregate distribution rate shall not be less than 6.5 percent% nor more than 9 percent. On January 2, 2024, (or on January 2, 2034, with respect to the Extended Units described below), we9.0 %.
(7) We are required to redeem all outstanding Aspen preferred OP units that have not been convertedother than the Aspen 2034 Units on January 2, 2024. We are required to common OP units.redeem all outstanding Aspen 2034 Units on January 2, 2034. In addition, we are required to redeem the Aspen preferred OP units (including Aspen 2034 Units) of any holder thereof within five days after receipt of a written demand during the existence of certain uncured Aspen preferred OP unit defaults, including our failure to pay distributions on the Aspen preferred OP units when due and our failure to provide certain security for the payment of distributions on the Aspen preferred OP units. We may also redeem Aspen preferred OP units from time to time if we and the holder thereof agree to do so.

On January 13, 2020, at the election of certain Aspen preferred OP unit holders, the Operating Partnership extended the automatic redemption date and reduced the annual distribution rate for 270,000 of the Aspen preferred OP units (the “Extended Units”). The Extended Units may be converted at the holder’s election into common OP units at any time before January 1, 2034 using the same formula as for the other Aspen Units. All Extended Units then outstanding must be redeemed by the Operating Partnership on January 2, 2034 at the same redemption price as for the other Aspen preferred OP units. The Extended Units receive annual distributions at a rate of 3.8 percent on their original $27.00 per unit issuance price. As of February 13, 2020, 270,000 of the Extended Units and 1,013,813 other Aspen preferred OP units were outstanding.

Series A-1 Preferred OP Units

Subject to certain limitations, the holder of each Series A-1 preferred OP unit at its option may exchange such Series A-1 preferred OP unit at any time into approximately 2.4390 shares of our common stock (which exchange rate is subject to adjustment upon stock splits, recapitalizations, and similar events). The holders of Series A-1 preferred OP units are entitled to receive distributions not less than quarterly. Distributions on Series A-1 preferred OP units are generally paid on the last day of each quarter. Each Series A-1 preferred OP unit is entitled to receive distributions in an amount equal to the product of $100.00 multiplied by an annual rate equal to 6.0 percent. Series A-1 preferred OP units do not have any voting or consent rights on any matter requiring the consent or approval of the Operating Partnership’s limited partners.

Series A-3 Preferred OP Units

Subject to certain limitations, the holder of each Series A-3 preferred OP unit at its option may exchange such Series A-3 preferred OP unit at any time into approximately 1.8605 shares of our common stock (which exchange rate is subject to adjustment upon stock splits, recapitalizations, and similar events). The holders of Series A-3 preferred OP units are entitled to receive distributions not less than quarterly. Each Series A-3 preferred OP unit is entitled to receive distributions in an amount equal to the product of $100.00 multiplied by an annual rate equal to 4.5 percent. Series A-3 preferred OP units do not have any voting or consent rights on any matter requiring the consent or approval of the Operating Partnership’s limited partners.

Series C Preferred OP Units

Subject to certain limitations, the holder of each Series C preferred OP unit at its option may exchange such Series C preferred OP unit at any time into 1.11 shares of our common stock (which exchange rate is subject to adjustment upon stock splits, recapitalizations, and similar events). The holders of Series C preferred OP units are entitled to receive distributions not less than quarterly. Each Series C preferred OP unit is entitled to receive distributions in an amount equal to the product of $100.00 multiplied by an annual rate equal to (i) 4.5 percent(8) 4.50% until April 1, 2020 and (ii) 5.0 percent after April 2, 2020. Series C preferred OP units do not have any voting or consent rights on any matter requiring the consent or approval of the Operating Partnership’s limited partners.5.00% thereafter.

Series D Preferred OP Units

Subject to certain limitations, each Series D preferred OP unit is exchangeable at any time after the first anniversary of its issuance date into 0.8 shares of the Company’s common stock (as such ratio is subject to adjustment for certain capital events). The Series D preferred OP units provide for quarterly distributions on the $100 per unit issue price of 3.75 percent per year(9) 3.75% until January 31, 2021 and 4.0 percent per year4.00% thereafter. Subject to certain limitations,
(10) 5.25% until January 9, 2022 and 5.50% thereafter.
(11) Of the Series D preferred OP unit holders may cause the Operating Partnership to redeem all or a portion of their Series D preferred110,232,973 common OP units, for $100 per unit (plus any accrued but unpaid distributions) any time after107,626,361, or 97.6 percent were held by us, and 2,606,612, or 2.4 percent were owned by the earlier of: (i) the fifth anniversary of the issuance of the Series D preferred OP units, or (ii) the Operating Partnership’s notice of the death of the principal of the initial holder of the Series D preferred OP units. The Series D preferred OP units have no voting rights.limited partners.
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SUN COMMUNITIES, INC.

Series E Preferred OP Units

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 (which ratio is subject to adjustment for certain capital events). The Series E Preferred Units provide for quarterly distributions of 5.25 percent per year until the second anniversary of their issuance date and 5.50 percent per year thereafter. The Series E preferred OP units have no voting rights.

REAL PROPERTY OPERATIONS

PropertiesThe majority of our MH and RV properties are designed and improved for several home and RV options of various sizes and designs that consist of both MH communitiesdesigns. The marinas are designed and RV communities.improved to provide storage solutions for the boating community in the water and on land.

An MH community is a residential subdivision designed and improved with sites for the placement of manufactured homes, related improvements, and amenities. Manufactured homes are detached, single‑family homes which are produced off‑site by manufacturers and installed on site within the community. Manufactured homes are available in a wide array of designs, providing owners with a level of customization generally unavailable in multi-family housing developments.

Modern MH communities contain improvements similar to other garden‑style residential developments, including centralized entrances, paved streets, curbs, gutters, and parkways. In addition, these communities also often provide a number of amenities, such as a clubhouse, a swimming pool, basketball courts, shuffleboard courts, tennis courts, and laundry facilities.

An RV communityresort is a resort or park designed and improved with sites for the placement of RVs for varied lengths of time. Properties may also provide vacation rental homes. RV communitiesresorts may include a number of amenities such as restaurants, golf courses, swimming pools, water parks, tennis courts, fitness centers, planned activities, and spacious social facilities.

Renters at our PropertiesMH and RV properties lease the site on which a manufactured home, vacation rental home, or RV is located. We typically own the underlying land, utility connections, streets, lighting, driveways, common area amenities, and other capital improvements and are responsible for enforcement of community guidelines and maintenance. In eight of our 422 communities,446 MH and RV properties, we do not own all of the underlying land and operate the communities pursuant to ground leases. Certain of the Propertiesproperties provide water and sewer service through public or private utilities, while others provide these services to residents from on-site facilities. Each owner of a home within our Propertiesproperties is responsible for the maintenance of the home and leased site. As a result, our capital expenditure needs tend to be less significant relative to multi-family rental apartment complexes.

A marina is designed and improved with wet slips on rivers, lakes, bays and oceans and dry storage systems that provide storage solutions for the placement of vessels ranging in size from small boats to super yachts for varied lengths of time. Dry storage systems also allow for the required maintenance to the vessels that we store. Marinas may also provide ancillary businesses, such as fuel stations, ship stores, restaurants, swimming pools, cabin and lodging rentals, boat rentals, tennis courts, fitness centers, shower and laundry facilities, planned activities and other services to create a robust member experience.

Renters at our marinas lease the wet slip or dry storage space on which the vessel is stored. We typically own the underlying land, building improvements, dock improvements, site improvements and other on-site amenity structures. Because we own the facilities and improvements on the land or submerged land at those marinas, we are responsible for the capital improvements and maintenance. In 25 of our 106 marinas, we do not own all of the underlying land and operate the marinas pursuant to ground leases.

We compete with other available MH communities and RV communities,resorts, and alternative forms of housing (such as on-site constructed homes, apartments, condominiums and townhouses) as they provide housing alternatives to potential tenants of MH communities and RV communities.resorts. In the marina business, we compete with other available marinas in the U.S.

PROPERTY MANAGEMENT

Our property management strategy emphasizes intensive, detail-oriented, hands-on management by dedicated, on-site community, resort, and marina general managers. We believe that this on-siteour focus on creating an exceptional resident and guest experience creates a competitive advantage. It enables us to continually monitor and address resident concerns, the performance of competitive properties, and local market conditions. As of December 31, 2019, we employed 3,146 full and part time employees, of which 2,742 were located on-site as property managers, support staff, or maintenance personnel.

Our communityMH and RV property managers are overseen by John B. McLaren, our President and Chief Operating Officer, who has been in the MH industry since 1995, Bruce Thelen, our Executive Vice President of Operations and Sales, who has led our manufactured home sales and leasing subsidiary, Sun Home Services, Inc., since January 2018, three Senior Vice Presidents of Operations and Sales, 1011 Divisional Vice Presidents and 3639 Regional Vice Presidents. Each Regional Vice President is responsible for regular property inspections, and oversight of property operations and sales functions, semi-annual market surveys of competitive communities, and interaction with local manufactured home dealers for eight to fifteen15 properties.

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SUN COMMUNITIES, INC.
Each district or communityproperty manager performs regular inspections in order to continuallyregularly monitor the Property’s physical condition of properties and to effectively address tenant concerns. In addition to a district or community manager, each district or property has on-site maintenance personnel and management support staff. We hold mandatory training sessions for all new property management personnel to ensure that management policies and procedures are executed effectively and professionally. All of our property management personnel participate in on-going training to ensure that changes to management policies and procedures are implemented consistently. We offer approximately 350 trainings including books, online courses, webinars, and live sessions for our team members through our Sun University, whichOur internal training program has led to increased knowledge and accountability for daily operations and policies and procedures.

Our marina business is overseen by Baxter Underwood, the Chief Executive Officer of Safe Harbor, who has been in the marina business since 2006, two Chief Operating Officers and 14 Regional Vice Presidents that are responsible for regular marina inspections and oversight of operations.

HUMAN CAPITAL

Together as one team, we embrace the following core success attributes that make Sun Communities a great place to work.

•Commitment: At Sun Communities, we are committed to be the best in the industry. We work hard to keep team members motivated and rewarded. Committed team members are the key to success.
•Intensity: The work environment at Sun Communities is intense and full of positive energy. We work hard to increase confidence and determination of our team members to prepare them to meet the day-to-day challenges of the job.
•Empowerment: We provide team members with the skills, resources, opportunities and motivation to succeed in their career.
•Accountability: Every team member, no matter what role they hold, is equally responsible for contributing to the success of our company.
•Service: We have built our culture around a simple customer service philosophy: The Golden Rule. We treat others the way we want to be treated.

DIVERSITY

We make it a priority to recognize and appreciate the variety of characteristics that make individuals unique in an atmosphere that promotes and celebrates individual and collective achievement. We embrace diversity and create a culture surrounded by empowerment used to foster new ideas and economic growth. We believe it’s not just about gender or race, but being diverse in thoughts, life, and work experiences. We take pride in being different; it’s what sets us apart. We look to create an inclusive environment that challenges, inspires, rewards, and transforms our team to be the best of the best. We do not tolerate harassing, discriminatory, or retaliatory conduct that interferes unreasonably with an individual's work performance or that creates an intimidating, hostile, or offensive work environment because of any protected trait. Such discrimination or harassment is prohibited and is inconsistent with our policies, practices, and philosophy. Protected traits include race, color, religion, gender, sexual orientation, gender identity or expression, national origin, age, genetic information, disability, veteran status or any other trait protected under state or federal laws.

As of December 31, 2020, we employed 4,872 full and part time employees, of which 4,320 were located on-site as property managers, support staff, or maintenance personnel. Of those, approximately 83 percent were full-time, and 17 percent were part-time. Forty-three percent of our team members were female, and 57 percent were male. Fifty-one percent of our workers are age 50 and older, with approximately 20 percent being age 60 and older.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

We uphold a company-wide commitment to ESG goals through various programs and everyday business practices. We are fully committed to reducing our environmental impact across the scope of our operations and through the services we deliver to our residents and guests. We continue to identify opportunities to invest in energy-efficient technology, water efficiency, and waste reduction strategies throughout our communities, resorts, and corporate headquarters. By conserving natural resources, reducing our carbon footprint, and participating in efforts to protect the environment through our Sun Unity program, we are striving to achieve our environmental sustainability goals.

We recognize the important opportunity of providing access to affordable and sustainable housing. Our business contributes to a vitally important function in our economy by providing high-quality, yet affordable, housing for both all-age and age-restricted needs.

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Manufactured homes cost up to 50 percent less per square foot than conventional site-built homes, expanding the opportunity for residents to own their home, despite an ever-increasing housing affordability gap. Our homes provide more space at less cost per square foot compared to other options.

As a nationwide provider of affordable housing, we believe we have a responsibility not only to our employees and residents, but also to the communities in which we live and work. These social responsibility efforts are initiated through our Sun Unity program, so we can join together as a team and give back to these communities to achieve goals like promotion, education and waste reduction.

TRAINING AND DEVELOPMENT

Our internal training program, Sun University, offers over 200 courses (including books, online courses, webinars, and live sessions) to our MH and RV team members on a range of topics, including leadership, communications, software, and operations. All new hires are required to complete information security training, and safety and compliance-related training, with routine refresher training annually on critical topics. In 2020, 100 percent of our team members received safety training.

Our human resources team, learning and development group and team relations specialists are aligned to support the attraction, development, and retention of our talent. Given the peak hiring demands during the summer at many of our RV and marina resorts, we focus operations efforts on ensuring the returning team member pipeline each year is robust. For salaried positions, our annual talent management processes focus on professional development in both soft-skill development and training. Our compensation philosophy is designed to attract and retain top talent. For eligible team members, we offer competitive salary, health, welfare, retirement and pet insurance benefits, in addition to tuition reimbursement and rent/vacation discounts at our properties.

COVID-19 RELIEF AND SUPPORT

The health and safety of our residents, guests and team members is our top priority. As we navigated the COVID-19 pandemic during 2020, we instituted our COVID-19 Response and Action Plan which established guidelines for safe operations of our communities, resorts, and the Main Office. Content contained within this plan include:

•Methods for preventing and reducing exposure and transmission of COVID-19 among individuals;
•Methods for identification and isolation of sick persons;
•Operational protocols for social distancing, including reduced occupancy requirements;
•Sanitation policies and procedures, including cleaning, disinfecting, and decontamination;
•Communications and training for team members and leaders that are necessary to implement the plan; and
•Procedures to ensure effective ongoing implementation of the plan.

Several temporary relief measures were extended to residents and guests including:

•Temporary suspensions of month-to-month fees, late fees, and rent increases.
•Temporary elimination of cancellation fees related to COVID-19, and extending this for future bookings in 2020.
•Enhanced cleaning procedures were put in place, as well as additional signage, and changes to policies and procedures further promoting social distancing.
•Amenity kits are being provided to guests upon check-in which include hand sanitizer, face masks and sanitation wipes.
•Contactless processes were put in place for rent collection, lease renewals, reservations and guest check-ins.
•Free housing was offered to frontline health care workers at various locations.
•Large quantities of personal protection equipment (PPE) and cleaning products were centrally procured and distributed to all of Sun’s locations.


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To support the health and well-being of our team members and their families, we provide a variety of resources to assist in navigating the challenges of the COVID-19 pandemic. The resources touch on many of our well-being pillars including Social, Emotional, Community, and Financial. Examples include:

•Individuals who enter our facilities are required to complete a self health questionnaire no sooner than two hours prior to the start of each shift and are required to use no-contact infrared thermometers for temperature checks.
•We closed our offices for non-essential functions and added remote work flexibility.
•We have frequent communication regarding impacts of COVID-19 on our properties and our residents, guests and team members.
•Free COVID-19 testing.
•No copays on telemedicine consultations, including behavioral health services.
•Free virtual fitness classes, and access to a library of online resources for of yoga, meditation, and stress management.
•Free care packages for those diagnosed with COVID-19 that include personal care items and household supplies.
•Free educational assistance and tutoring programs through our “Back to School with Sun” initiative.

HOME SALES AND RENTALS

SHS is engaged in the marketing, selling and leasing of new and pre-owned homes to current and future residents in our communities. Because tenants often purchase a home already on-site within a community, such services enhance occupancy and property performance. Additionally, because many of the homes on the Propertiesproperties are sold through SHS, better control of home quality in our communities can be maintained than if sales services were conducted solely through third-party brokers.

SHS also leases homes to prospective tenants. At December 31, 2019,2020, SHS had 11,32511,752 occupied leased homes in its portfolio. New and pre-owned homes are purchased for the Rental Program. Leases associated with the Rental Program generally have a term of one year. The Rental Program requires intensive management of costs associated with repair and refurbishment of these homes as the tenants vacate and the homes are re-leased, similar to apartment rentals. We received approximately 46,40049,200 applications during 20192020 to live in our Properties,MH and RV properties, providing a significant “resident boarding” system that allows us to market the purchase of a home to the qualified applicants. Through the Rental Program we are able to demonstrate our product and lifestyle to the renters, while monitoring their payment history and converting qualified renters to owners.

Our home sales and leasing operations compete with other local and national MH dealers and MH community owners.

MARINA MEMBER BASE

We are engaged in the marketing and leasing of wet slips and dry storage spaces and have approximately 40,000 members throughout our marina network.

REGULATIONS AND INSURANCE

General

MH, RV and RV communitymarina properties are subject to various laws, ordinances and regulations, including regulations relating to recreational facilities such as swimming pools, clubhouses, and other common areas. Each Propertyproperty has the necessary operating permits and approvals.

Insurance

Our management believes that the Propertiesproperties are covered by adequate fire, property, business interruption, general liability, and (where appropriate) flood and earthquake insurance provided by reputable companies with commercially reasonable deductibles and limits. We maintain a blanket policy that covers all of our Properties.properties. We have obtained title insurance insuring fee title to the Propertiesproperties in an aggregate amount which we believe to be adequate. Claims made to our insurance carriers that are determined to be recoverable are classified in other receivables as incurred.


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SITE LEASES OR USAGE RIGHTS

Typical tenant leases for MH sites are year-to-year or month-to-month, renewable upon the consent of both parties, or, in some instances, as provided by statute. Certain of our leases, mainly at our Florida and California properties, are tied to the consumer price index or other indices as they relate to rent increases. Generally, market rate adjustments are made on an annual basis. These leases are cancelablecancellable for non-payment of rent, violation of community rules and regulations or other specified defaults. Typical resident agreements for RV sites are year-to-year or from move-in date until the end of the current calendar year. Generally, increases and market rate adjustments are made on an annual basis. These agreements are cancellable for non-payment of rent, violation of resort rules and regulations or other specified defaults.

During the five calendar years ended December 31, 2019,2020, on average 2.22.8 percent of the homes in our communitiesMH and RV properties have been removed by their owners and 6.56.7 percent of the homes have been sold by their owners to a new owner who then assumes rental obligations as a community resident. The average cost to move a home is approximately $7,000. On average, our residents remain in our communities for approximately 1211 years, while homes, which give rise to the rental stream, remain for over 4042 years.

Leases for wet slips and dry storage spaces are year-to-year, season-to-season, month-to-month, or transient by night, renewable upon the consent of both parties. On average, our members maintain leases in our marinas for approximately eight years.

Please see the Risk Factors in Item 1A, and our accompanying Consolidated Financial Statements and related notes thereto beginning on page F-1 of this Annual Report on Form 10-K for more detailed information.

ACQUISITIONS

For the year ended December 31, 2019, the Company2020, we acquired 4724 MH communities and RV resorts, totaling 6,919 sites and 106 marinas totaling over 10,000 developed sites38,800 wet slips and over 900 sites available for expansion,dry storage spaces for a total purchase price of approximately $815.2 million.$3.0 billion.


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EXPANSION / DEVELOPMENT

For the year ended December 31, 2019, the Company2020, we completed the construction of approximately 1,230over 1,000 MH and RV sites in five ground-up and re-development properties and over 300 MH and RV expansion sites in 16 existing communities.eight properties.

For the year ended December 31, 2019, the Company completed the construction of approximately 1,100 sites at four ground-up developments and one redevelopment community.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The persons listed below are our executive officers.
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NameAgeTitle
Gary A. Shiffman65Chairman and Chief Executive Officer
John B. McLaren49President and Chief Operating Officer
Karen J. Dearing55Executive Vice President, Treasurer, Chief Financial Officer and Secretary
Jonathan M. Colman64Executive Vice President

Gary A. Shiffman is our Chairman and Chief Executive Officer and has been a director and an executive officer since our inception in 1993. He is a member of our Executive Committee. He has been actively involved in the management, acquisition, construction and development of manufactured housing communities and has developed an extensive network of industry relationships over the past thirty years. He has overseen the acquisition, rezoning, development, expansion and marketing of numerous manufactured home communities, as well as recreational vehicle communities. Additionally, Mr. Shiffman, through his family-related interests, has had significant direct holdings in various real estate asset classes, which include office, multi-family, industrial, residential and retail.

John B. McLaren has been in the manufactured housing industry since 1995. He has served as our President since 2014 and as our Chief Operating Officer since 2008. From 2008 to 2014, he served as an Executive Vice President of the Company. From 2005 to 2008, he was Senior Vice President of SHS with overall responsibility for home sales and leasing. Mr. McLaren spent approximately three years as Vice President of Leasing & Service for SHS with responsibility for developing and leading our Rental Program and also has experience in the multi-family REIT segment and the chattel lending industry.

Karen J. Dearing has served as our Chief Financial Officer and Executive Vice President since 2008. She joined us in 1998 as the Director of Finance where she worked extensively with accounting and finance matters related to our ground-up developments and expansions. Ms. Dearing became our Corporate Controller in 2002 and Senior Vice President in 2006. She is responsible for the overall management of our information technology, accounting, tax and finance departments, and all internal and external financial reporting. Prior to working for us, Ms. Dearing had over seven years of experience as the Financial Controller of a privately-owned automotive supplier and over four years of experience as a certified public accountant with Deloitte.

Jonathan M. Colman has served as an Executive Vice President since March 2003. He joined us in 1994 as Vice President-Acquisitions and became a Senior Vice President in 1995. A certified public accountant, Mr. Colman has over thirty-five years of experience in the manufactured housing community industry. Prior to joining Sun, he was involved in the acquisition, financing and management of over 75 manufactured housing communities for two of the 10 largest manufactured housing community owners, including Uniprop, Inc. during its syndication of over $90.0 million in public limited partnerships in the late 1980s. Mr. Colman is also a Vice President of all of our corporate subsidiaries.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

•outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home orders, quarantine policies and restrictions on travel, trade and business operations;
•changes in general economic conditions, the real estate industry, and the markets in which we operate;
•difficulties in our ability to evaluate, finance, complete and integrate acquisitions (including the Safe Harbor acquisition), developments and expansions successfully;
•our liquidity and refinancing demands;
•our ability to obtain or refinance maturing debt;
•our ability to maintain compliance with covenants contained in our debt facilities;
•availability of capital;
•changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar and the Australian dollar;
•our ability to maintain rental rates and occupancy levels;
•our failureability to maintain effective internal control over financial reporting and disclosure controls and procedures;
•increases in interest rates and operating costs, including insurance premiums and real property taxes;
•risks related to natural disasters such as hurricanes, earthquakes, floods and wildfires;
•general volatility of the capital markets and the market price of shares of our capital stock;
•our failureability to maintain our status as a REIT;
•changes in real estate and zoning laws and regulations;
•legislative or regulatory changes, including changes to laws governing the taxation of REITs;
•litigation, judgments or settlements;
•competitive market forces;
•the ability of purchasers of manufactured home buyershomes and boats to obtain financing; and
•the level of repossessions by manufactured home and boat lenders.

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

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All written and oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by these cautionary statements.
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ITEM 1A. RISK FACTORS

Our prospects are subject to certain uncertainties and risks. Our future results could differ materially from current results, and our actual results could differ materially from those projected in forward-looking statements as a result of certain risk factors. These risk factors include, but are not limited to, those set forth below, other one-time events, and important factors disclosed previously and from time to time in our other filings with the SEC.
REAL ESTATE
MATERIAL RISKS RELATING TO OUR MH, RV AND OPERATIONS RISKSMARINA BUSINESSES

General economic conditions and the concentration of our MH, RV and Marina properties in Florida, Michigan, Texas, and Californiacertain geographic areas may affect our ability to generate sufficient revenue.

The market and economic conditions in our current markets generally, and specifically in metropolitan areas of our current markets, may significantly affect manufactured home occupancy or rental rates. Occupancy and rental rates, in turn, may significantly affect our revenues, and if our communitiesproperties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay or refinance our debt obligations could be adversely affected. We derive significant amounts of our rental income from properties located in Florida, Michigan, Texas, and California.

As of December 31, 2019, 1252020, 142 MH and RV properties, representing approximately 31.626.3 percent of developed sites, are located in Florida; 7279 properties, representing approximately 20.218.1 percent of developed sites, are located in Michigan; 2327 properties, representing approximately 6.56.3 percent of developed sites, are located in Texas; and 3140 properties, representing approximately 5.66.0 percent of developed sites, are located in California. As of December 31, 2020, we have revenue concentrations of marinas in Florida, Rhode Island, and Connecticut of approximately 29.0 percent, 13.0 percent and 8.0 percent, respectively. As a result of the geographic concentration of our PropertiesMH and RV properties in Florida, Michigan, Texas and California, and geographic concentration of our marinas in Florida, Rhode Island, and Connecticut, we are exposed to the risks of downturns in local economies or other local real estate market conditions which could adversely affect occupancy rates, rental rates, and property values in these markets.

Our revenue would also be adversely affected if tenants were unable to pay rent or if sites were unable to be rented on favorable terms. If we were unable to promptly relet or renew the leases for a significant number of the sites, or if the rental rates upon such renewal or reletting were significantly lower than expected rates, then our business and results of operations could be adversely affected. In addition, certain expenditures associated with each Propertyproperty (such as real estate taxes and maintenance costs) generally are not reduced when circumstances cause a reduction in income from the Property.property. Furthermore, real estate investments are relatively illiquid and, therefore, will tend to limit our ability to vary our portfolio promptly in response to changes in economic or other conditions.

The following factors, among others, may adversely affect the revenues generated by our communities:properties:

•outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home orders, quarantine policies and restrictions on travel, trade and business operation;
•the national and local economic climate which may be adversely impacted by, among other factors, plant closings, and industry slowdowns;

•local real estate market conditions such as the oversupply of MH and RV sites or a reduction in demand for MH and RV sites in an area;

•a decrease in the number of people interested in the RV lifestyle or boating;
•changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar and Australian dollar;

•the number of repossessed homes in a particular market;

•an oversupply of, or a reduced demand for, manufactured homes;
•the difficulty facing potential purchasers in obtaining affordable financing as a result of heightened lending criteria;
•an increase or decrease in the rate of manufactured home repossessions which provide aggressively priced competition to new manufactured home sales;
•the lack of an established MH dealer network;

•the housing rental market which may limit the extent to which rents may be increased to meet increased expenses without decreasing occupancy rates;

•the perceptions by prospective tenants of the safety, convenience and attractiveness of our PropertiesMH properties and the neighborhoods where they are located;

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•zoning or other environmental regulatory restrictions;

•competition from other available MH communities and RV communitiesresorts and alternative forms of housing (such as apartment buildings and site-built single-family homes); and from other marinas;
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•our ability to effectively manage, maintain and insure our Properties;properties;

•increased operating costs, including insurance premiums, real estate taxes, and utilities; and

•the enactment of rent control laws or laws taxing the owners of manufactured homes.

We may not be able to integrate or finance our expansion and development activities.

We build and develop new MH communities, RV resorts and marinas and we expand existing communities and marinas. Our construction and development pipeline may be exposed to the following risks which are in addition to those risks associated with the ownership and operation of established MH communities, RV resorts and marinas:

•we may not be able to obtain financing with favorable terms for development which may make us unable to proceed with the development;
•we may be unable to obtain, or face delays in obtaining, necessary zoning, building and other governmental permits and authorizations, which could result in increased costs and delays, and even require us to abandon development of the property entirely if we are unable to obtain such permits or authorizations;
•we may abandon development opportunities that we have already begun to explore and as a result we may not recover expenses already incurred in connection with exploring such development opportunities;
•we may be unable to complete construction and lease-up of a property on schedule resulting in increased debt service expense and construction costs;
•we may incur construction and development costs for a property which exceed our original estimates due to increased materials, labor or other costs, which could make completing the development uneconomical and we may not be able to increase rents to compensate for the increase in development costs which may impact our profitability;
•we may be unable to secure long-term financing on completion of development resulting in increased debt service and lower profitability;
•occupancy rates and rents at a newly developed property may fluctuate depending on several factors, including market and economic conditions, which may result in the property not being profitable; and
•climate change may cause new marina developments to be paused or restricted.

If any of the above risks occur, our business and results of operations could be adversely affected.

Competition affects occupancy levels and rents, which could adversely affect our revenues.

The MH, RV and marina industries are highly-fragmented. There is competition within the MH, RV and marina markets we currently serve and in new markets that we may enter. We have both national and regional competitors in the MH, RV and marina markets. Our Propertiesproperties are located in developed areas that include other MH communities, RV resorts and RV communities.marinas. The number of competitive MH communities, RV resorts and RV communitiesmarinas in a particular area could have a material adverse effect on our ability to lease sites and increase rents charged at our Propertiesproperties or at any newly acquired properties. We may be competing with others with greater resources and whose officers and directors have more experience than our officers and directors.resources. In addition, other forms of multi‑family residential properties, such as private and federally funded or assisted multi-family housing projects and single‑family housing, provide housing alternatives to potential tenants of MH communities and RV communities.resorts.

Our ability to sell or lease manufactured homes may be affected by various factors, which may in turn adversely affect our profitability.

SHS operates in the manufactured home market offering manufactured home sales and leasing services to tenants and prospective tenants of our communities. The market for the sale and lease of manufactured homes may be adversely affected by the following factors:

downturns in economic conditions which adversely impact the housing market;

an oversupply of, or a reduced demand for, manufactured homes;

the difficulty facing potential purchasers in obtaining affordable financing as a result of heightened lending criteria; and

an increase or decrease in the rate of manufactured home repossessions which provide aggressively priced competition to new manufactured home sales.

Any of the above listed factors could adversely impact our rate of manufactured home sales and leases, which would result in a decrease in profitability.

The cyclical and seasonal nature of the RV and marina industries may lead to fluctuations in our operating results.

The RV marketsand marina industries can experience cycles of growth and downturn due to seasonality patterns. Results of operations in any one period may not be indicative of results in future periods. In the RV market, certain Propertiesproperties maintain higher occupancy during the summer months, while other Propertiesproperties maintain higher occupancy during the winter months. The RV market typically shows a decline in demand over the winter months, yet usually produces higher growth in the spring and summer months due to higher use by vacationers. In the marina market, demand for wet slip storage increases during the summer months as customers contract for the summer boating season, which also drives non-storage revenue streams such as service, fuel and on-premise restaurants or convenience storage. Demand for dry storage increases during the winter season as seasonal weather patterns require boat owners to store their vessels on dry docks and within covered racks. Our results on a quarterly basis can fluctuate due to this cyclicality and seasonality.

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We may not be able to integrate or finance our acquisitions and our acquisitions may not perform as expected.

We have acquired and intend to continue to selectively acquire MH, RV and RVmarina properties. Our acquisition activities and their success are subject to the following risks:

•we may be unable to acquire a desired property because of competition from other well-capitalized real estate investors, including both publicly traded REITs and institutional investment funds;

•even if we enter into an acquisition agreement for a property, it is usually subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction, which may not be satisfied;

•even if we are able to acquire a desired property, competition from other real estate investors may significantly increase the purchase price;

•we may be unable to finance acquisitions on favorable terms;

•acquired properties may fail to perform as expected;

SUN COMMUNITIES, INC.

•acquired properties may be located in new markets where we face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, and unfamiliarity with local governmental and permitting procedures; and

•we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations.

If any of the above risks occur, our business and results of operations could be adversely affected.

In addition, we may acquire properties subject to liabilities and we may be left with no, or limited, recourse, with respect to unknown liabilities. As a result, we may have to pay substantial sums to settle any liabilities asserted against us based upon ownership of newly acquired properties, which could adversely affect our cash flow.

Increases in taxes and regulatory compliance costs may reduceWe depend on Safe Harbor’s management to operate our results of operations.

Costs resulting from changes in real estate laws, income taxes, service or other taxes, generally are not passed through to tenants under leases and may adversely affect our results of operations and financial condition. Similarly, changes in laws increasing the potential liability for environmental conditions existing on Properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures, which would adversely affect ourrecently-acquired marina business, and resultsour acquisition of operations.Safe Harbor presents us with new risks.

We mayBefore we acquired Safe Harbor in October 2020, we did not be able to integrateown or financeoperate any marinas. Safe Harbor’s operations are separate from our expansion and development activities.

We engage in the construction and development of new communities or expansion of existing communities and intend to continue to engage in the development and construction business in the future. Our construction and development pipeline may be exposed to the following risks which are in addition to those risks associated with the ownership and operation of established MH and RV communities:

we may not be able to obtain financing with favorable terms for community development which may make us unable to proceed with the development;

we may be unable to obtain, or face delays in obtaining, necessary zoning, building and other governmental permits and authorizations, which could result in increased costs and delays, and even require us to abandon development of the community entirely if we are unable to obtain such permits or authorizations;

we may abandon development opportunities that we have already begun to explore and as a result we may not recover expenses already incurred in connection with exploring such development opportunities;

we may be unable to complete construction and lease‑up of a community on schedule resulting in increased debt service expense and construction costs;

we may incur construction and development costs for a community which exceed our original estimates due to increased materials, labor or other costs, which could make completion of the community uneconomicaloperations and we may not be able to increase rents to compensate for the increaseexperience inefficiencies in development costs which may impact our profitability;

we may be unable to secure long‑term financing on completion of development resulting in increased debt serviceincorporating Safe Harbor’s financial reporting and lower profitability;coordinating information technology systems and

occupancy rates and rents at a newly developed community may fluctuate depending on several factors, including market and economic conditions, which may result in the community not being profitable.
If any controls with those of the above risks occur,Company as a whole. In addition, the successful operation of our business and results of operations could be adversely affected.

Rent control legislation may harmmarinas depends on our ability to increase rents.

State and local rent control lawsretain key employees with experience in certain jurisdictions may limit our ability to increase rents to recover increases in operating expenses and the costsmarina business, including Baxter R. Underwood, who is the Chief Executive Officer of capital improvements. EnactmentSafe Harbor. The loss of such laws has been considered from time to time in other jurisdictions. Certain Properties are located, and we may purchase additional properties, in markets that are either subject to rent control or in which rent-limiting legislation exists or may be enacted.

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Legislative requirements can limit accessibilityservices of affordable financing for potential manufactured home buyers.

Legislation impacting third party loan originators, consumer protection laws and lender requirements to investigate a borrower's creditworthiness may restrict access to affordable financing to potential manufactured home buyers.

We may be subject to environmental liability.

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate is liable for the costs of removal or remediation of certain hazardous substances at, on, under or in such property. Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous substances. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell or rent the property, to borrow using the property as collateral or to develop the property. Persons who arrange for the disposal or treatment of hazardous substances also may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility owned or operated by another person. In addition, certain environmental laws impose liability for the management and disposal of asbestos‑containing materials and for the release of such materials into the air. These laws may permit third parties to seek recovery from owners or operators of real properties for personal injury associated with asbestos‑containing materials. In connection with the ownership, operation, management, and development of real properties, we may be considered an owner or operator of such properties and, therefore, are potentially liable for removal or remediation costs, and also may be liable for governmental fines and injuries to persons and property. When we arrange for the treatment or disposal of hazardous substances at landfillsMr. Underwood or other facilities owned by other persons, we may be liable for the removal or remediation costs at such facilities.

We subject our Properties to a Phase I or similar environmental audit (which involves general inspections without soil sampling or ground water analysis) completed by independent environmental consultants. These environmental audits have not revealed any significant environmental liability that wouldkey employees could have a materialmaterially adverse effect on our business. These audits cannot reflect conditions arising afterability to operate Safe Harbor. Although Mr. Underwood has entered into an employment and non-competition agreement, upon certain events he will have the studies were completed, and no assurances can be given that existing environmental studies reveal all environmental liabilities, that any prior owner or operator of a property or neighboring owner or operator did not create any material environmental condition not knownoption to us, or that a material environmental condition does not otherwise exist as to any one or more Properties.

Cybersecurity breacheseliminate the non-competition covenant by foregoing certain compensation and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.benefits.

We rely intensivelydo not currently maintain or contemplate obtaining any “key-man” life insurance on information technology to account for tenant transactions, manage the privacy of tenant data, communicate internally and externally, and analyze our financial and operating results. In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our tenants, clients, vendors and employees in our facilities and on our network. In addition, we engage third party service providers that may have access to such information in connection with providing necessary information technology and security and other business services to us. This information may include personally identifiable information such as social security numbers, banking information and credit card information.

We address potential breaches or disclosure of this confidential information by implementing a variety of security measures intended to protect the confidentiality and security of this information including (among others) engaging reputable, recognized firms to help us design and maintain our information technology and data security systems, including testing and verification of their proper and secure operations on a periodic basis. We also maintain cyber risk insurance to provide some coverage for certain risks arising out of data and network breaches.

Despite our security measures, our information technology and infrastructure, as well as that of our third-party vendors, may be vulnerable to attacks by hackers (including through malware, ransomware, computer viruses, and email phishing schemes) or breached due to employee error, malfeasance, fire, flood or other physical event, or other disruptions. Any such breach or disruption could compromise our or a third-party vendor’s network and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could:

result in legal claims or proceedings,
disrupt our operations, including our ability to service our tenants and our ability to analyze and report our financial and operating results,
decrease our revenues,
damage our reputation,
cause a loss of confidence,
increase our insurance premiums, or
have other material adverse effects on our business.
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We are dependent on continuous access to the internet to use our cloud-based applications. Damage to, or failure of our information technology systems, including as a result of any of the reasons described above, could adversely affect our resultskey employees of operations as weSafe Harbor. Our entry into the marina business also subjects us to new laws and regulations and may incur significant costs or data loss. We continually assess newlead to increased litigation and enhanced information technology solutions to manage theregulatory risk of system failure or interruption.

Expanding social media platforms present new challenges.

Social media outlets continue to grow and expand, which presents us with new risks. Adverse content about us and our Properties on social media platforms could result in damage to our reputation or brand. Improper posts by employees or others could result in disclosure of confidential or proprietary information regarding our operations.

Losses in excess of our insurance coverage or uninsured losses could adversely affect our operating results and cash flow.

We have a significant concentration of properties in Florida and California, where natural disasters or other catastrophic events such as hurricanes, earthquakes, floods and wildfires could negatively impact our operating results and cash flows. We maintain comprehensive liability, fire, property, business interruption, general liability, and (where appropriate) flood and earthquake insurance, provided by reputable companies with commercially reasonable deductibles and limits. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. However, certain types of losses including but not limited to riots or actsstatutes and government regulations that govern the use of, war,and construction on, rivers, lakes and other waterways. Exposure to the marina industry may expose us to certain weather events and risks to which we have not previously been exposed. Additionally, the marina business may be either uninsurableaffected in different ways or not economically insurable. Into a greater extent than our existing MH and RV business by the event an uninsured loss occurs, we could lose both our investment inCOVID-19 pandemic with respect to infection control, facility and anticipated profits and cash flow from the affected property. We would also continue to be obligated to repay any mortgage indebtednesswork-site access, or other obligations related to the community. If an uninsured liability to a third party were to occur, we would incur the cost of defense and settlement with, or court ordered damages to, that third party. A significant uninsured property or liability loss could have a material adverse effect on our business and our financial condition and results of operations.issues.

Investments through joint ventures involve risks not present for Propertiesproperties in which we are the sole owner.

We have invested and may continue to invest as a joint venture partner in joint ventures. These investments involve risks, including, but not limited to, the possibility the other joint venture partner may have business goals which are inconsistent with ours, possess the ability to take or force action or withhold consent contrary to our requests, fail to provide capital or fulfill its obligations, or become insolvent and require us to assume and fulfill the joint venture’s financial obligations. Conflicts arising between us and our joint venture partners may be difficult to manage or resolve and it could be difficult to manage or otherwise monitor the existing business arrangements. We and our joint venture partners may each have the right to initiate a buy-sell arrangement, which could cause us to sell our interest, or acquire a joint venture partner’s interest, at a time when we otherwise would not have entered into such a transaction. Each joint venture agreement is individually negotiated, and our ability to operate, finance, or dispose of a Propertyproperty in our sole discretion may be limited to varying degrees depending on the terms of the applicable joint venture agreement.

Climate
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Many of our properties are located in areas that experience extreme weather conditions and natural disasters and climate change may adversely affect our business.

ToExtreme weather or weather-related conditions and other natural disasters, including hurricanes, flash floods, sea-level rise, tornadoes, wildfires or earthquakes, may interrupt our operations, damage our properties and reduce the extentnumber of customers who utilize our properties in the affected areas. Many of our properties are on coastlines that significantare subject to hurricane seasons, flash flooding and sea-level rise; in areas adversely affected by wildfires, such as the western United States; and in earthquake-prone areas, such as the West Coast. If there are prolonged disruptions at our properties due to extreme weather or natural disasters, our results of operations and financial condition could be materially adversely affected.

While we maintain insurance coverage that may cover certain of the costs and loss of revenue associated with the effect of extreme weather and natural disasters at our properties, our coverage is subject to deductibles and limits on maximum benefits. We cannot assure you that we will be able to fully collect, if at all, on any claims resulting from extreme weather or natural disasters.

If any of our properties are damaged or if their operations are disrupted as a result of extreme weather or natural disasters, or if extreme weather or natural disasters adversely impact general economic or other conditions in the areas in which our properties are located or from which they draw their tenants and customers, our business, financial condition and results of operations could be materially adversely affected.

Significant changes in the climate could exacerbate extreme weather conditions or natural disasters that may occur in areas where our Propertiesproperties are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in additional physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. ShouldIf the impact of climate change beis material in nature, including significant property damage to or destruction of our Properties,properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected. In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our Propertiesproperties (for example, to improve their energy efficiency and/and / or resistance to inclement weather) without a corresponding increase in revenue, resulting in adverse impacts to our net income.

FINANCING AND INVESTMENT RISKSMarinas may not be readily adaptable to other uses.

Marinas are specific-use properties and may contain features or assets that have limited alternative uses. These properties may also have distinct operational functions that involve specific procedures and training. If the operations of any of our marinas become unprofitable due to industry competition, operational execution or otherwise, then it may not be feasible to operate the property for another use, and the value of certain features or assets used at the property, or the property itself, may be impaired. Should any of these events occur, our financial condition, results of operations and cash flows could be adversely impacted.

We may be unable to obtain, renew or maintain permits, licenses and approvals necessary for the operation of our marinas.

The U.S. Army Corps of Engineers, the Coast Guard and other governmental bodies control much of the land located beneath and surrounding many of our marinas and lease such land to Safe Harbor under leases that typically range from five to 50 years. As a result, it is unlikely that we can obtain fee-simple title to the land on or near these marinas. If these governmental authorities terminate, fail to renew, or interpret in ways that are materially less favorable any of the permits, licenses and approvals necessary for operation of these properties, then our financial condition, results of operations and cash flows could be adversely impacted.

Some marinas must be dredged from time to time to remove silt and mud that collect in harbor-areas in order to assure that boat traffic can safely enter the harbor. Dredging and disposing of the dredged material can be very costly and require permits from various governmental authorities. If the permits necessary to dredge marinas or dispose of the dredged material cannot be timely obtained after the acquisition of a marina, or if dredging is not practical or is exceedingly expensive, the operations of such property would be materially and adversely affected.


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Our significant amount of debt could limit our operational flexibility or otherwise adversely affect our financial condition, and we may incur more debt in the future.

We have a significant amount of debt. As of December 31, 2019,2020, we had approximately $3.4$4.8 billion of total debt outstanding, consisting of approximately $3.2$3.4 billion in debt that is collateralized by mortgage liens on 188192 of the Properties, $183.9 millionproperties, $1.2 billion on our lines of credit, $35.2 million of mandatorily redeemable interest,preferred equity, and $34.7 million that isof preferred OP units -that are mandatorily redeemable. If we fail to meet our obligations under our secured debt, the lenders would be entitled to foreclose on all or some of the collateral securing such debt which could have a material adverse effect on us and our ability to make expected distributions, and could threaten our continued viability.

SUN COMMUNITIES, INC.

We are subject to the risks normally associated with debt financing, including the following risks:

•our cash flow may be insufficient to meet required debt payments, or we may need to dedicate a substantial portion of our cash flow to pay our debt rather than to other areas of our business;

•our existing indebtedness may limit our operating flexibility due to financial and other restrictive covenants, including restrictions on incurring additional debt;

•it may be more difficult for us to obtain additional financing for our operations, working capital requirements, capital expenditures, debt service or other general requirements;

•we may be more vulnerable in the event of adverse economic and industry conditions or a downturn in our business;

•we may be placed at a competitive disadvantage compared to our competitors that have less debt; and

•we may not be able to refinance at all or on favorable terms, as our debt matures.

If any of the above risks occurred, our financial condition and results of operations could be materially adversely affected.

We may incur substantially more debt, which would increase the risks associated with our substantial leverage.

Despite our current indebtedness levels, we may incur substantially more debt in the future. If new debt is added to our current debt levels, an even greater portion of our cash flow will be needed to satisfy our debt service obligations. As a result, the related risks that we now face could intensify and increase the risk of a default on our indebtedness.

We may incur liability under environmental laws arising from conditions at properties we acquire or operations at the properties we own and operate.

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate is liable for the costs of removal or remediation of certain hazardous substances at, on, under, or in such property. Such hazardous substances may be used at or located on our properties, especially our marinas. Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous substances. The phase outpresence of the London Interbank Offered Rate (LIBOR),such substances, or the replacement of LIBOR with a different reference rate,failure to properly remediate such substances, may adversely affect interest rates.the owner’s ability to sell or rent the property, to borrow using the property as collateral or to develop the property. Persons who arrange for the disposal or treatment of hazardous substances also may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility owned or operated by another person. In addition, certain environmental laws impose liability for the management and disposal of asbestos-containing materials and for the release of such materials into the air. These laws may result in fines or penalties and may permit third parties to seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials.

On July 27, 2017,As the Financial Conduct Authority (the authoritypurchaser of properties we acquire or in connection with the operation of properties we own or manage, we may be liable for removal or remediation costs, governmental fines and injuries to persons and property. When we arrange for the treatment or disposal of hazardous substances at landfills or other facilities owned by other persons, we may be liable for the removal or remediation costs at such facilities.

We subject our properties to a Phase I or similar environmental assessment as well as limited compliance evaluations (which involve general inspections without soil sampling or ground water analysis) completed by independent environmental and engineering consultants. In some cases, where these evaluations have recommended further, invasive investigations, those have also been conducted. These environmental evaluations have not revealed any significant environmental liability that regulates LIBOR) announcedwould have a material adverse effect on our business. These audits cannot reflect conditions arising after the studies were completed, and no assurances can be given that it would phase out LIBOR byexisting environmental studies reveal all environmental liabilities, that any prior owner or operator of a property or neighboring owner or operator did not create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any one or more properties.
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SUN COMMUNITIES, INC.
Moreover, we cannot be sure that: (a) future laws, ordinances or regulations will not impose any material environmental liability; or (b) the end of 2021. Manycurrent environmental condition of our Property-level real estate loans have fixed interest rates whichproperties will not be impactedaffected by any changetenants and occupants of the properties, by the condition of land or operations in LIBOR. Certainthe vicinity of our other loans, including a majorityproperties (such as the presence of underground storage tanks), or by unrelated third parties. Environmental liabilities that we may incur could have an adverse effect on our financial condition, results of operations and cash flows.

The current pandemic of the borrowings under our $750.0 million senior credit facility, have interest rates based on LIBOR. Our senior credit facility provides that we and the administrative agent for the lenders will negotiate an interest rate to replace the current LIBOR-based rate, and if the parties do not negotiate a replacement interest rate, the new rate will be based on the prime rate. The replacement of LIBOR with an alternative ratecoronavirus, or benchmark may adversely affect our interest rates and result in higher borrowing costs. This couldCOVID-19, has materially and adversely affectimpacted and disrupted our financial condition, results of operations, cash flows and liquidity. performance, and we expect it could continue to do so.

The COVID-19 pandemic has had, and it could continue to have, or a future pandemic could have, material and adverse effects on our ability to successfully operate, and on our financial condition, results of operations and cash flows, including in the following possible ways, among others:

•A downturn in the economy may affect the ability of the residents or customers in our MH communities and marinas to pay their rent.
•Travel restrictions may affect the ability of potential guests to travel to and use our RV resorts and marinas. A downturn in the economy may independently reduce demand for our RV resorts and marinas, and our RV revenue may decrease if we cannot convert as many transient RV sites to annual RV sites as planned.
•RV resorts may be subject to government restrictions which limit the ability to operate or provide certain amenities.
•We may have difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deterioration in credit and financing conditions may result in insufficient liquidity or affect our access to capital necessary to fund and grow our business and address maturing liabilities on a timely basis. As of December 31, 2020, we had drawn $40.4 million on our unsecured senior credit facility of which the total capacity, excluding the unexercised accordion feature, is $750.0 million, and approximately $1.2 billion on our Safe Harbor secured credit facility of which the total capacity is $1.8 billion.
•The financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our debt agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our senior credit facility and our Safe Harbor credit facility.
•Our ground up development and expansion activities, and conversions of transient RV sites to annual RV sites may be disrupted, and we may be delayed in our current projects and timelines, the magnitude of which will depend, in part, on the length and severity of the current governmental restrictions or limitations implemented in the future.
•Our revenue from home sales and brokerage fees may decrease as a result of stay-at-home orders and travel restrictions.
•The ancillary revenue from amenities at our properties, such as restaurants, golf courses, resort and marina activities, may decrease.
•The operation of our marinas may be disrupted by the COVID-19 pandemic with respect to infection control, facility and work-site access, or other related issues. As result, we may experience delays in our current projects and timelines, the magnitude of which will depend on governmental restrictions or limitations implemented in the future.
•Negative impacts on our results of operations and our access to capital could cause us to eliminate or reduce the amount of our distributions to stockholders, or to pay some or all of our distributions in common stock rather than cash.
•A general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to acquire additional properties.
•A recession or additional market corrections resulting from the spread of COVID-19 could further affect the value of our common stock, which is still the below the pre-COVID-19 value. We expect our stock price to continue to be volatile.
•Governmental agencies that permit and approve our projects, suppliers, homebuilders, and other business partners and third parties may be prevented from conducting business activities in the ordinary course for an indefinite period of time, which could in turn negatively affect our business.
•We may have to furlough team members to reflect operating levels. Furloughed team members may not be available if we later desire to hire them back. Furloughs and reductions in pay and hours may negatively affect the morale of our team members.
•We may experience disruptions or inefficiencies in our ability to effectively operate our business because the vast majority of our team members, including at our Main Office in Southfield, Michigan, are working virtually from their homes.

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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 rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to our performance, financial condition, results of operations, cash flows and performance. Moreover, many risk factors set forth in this Annual Report on Form 10-K should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.

Rent control legislation may harm our ability to increase rents.

State and local rent control laws in certain jurisdictions may limit our ability to increase rents at our MH properties to recover increases in operating expenses and the costs of capital improvements. Enactment of such laws has been considered from time to time in other jurisdictions. Certain properties are located, and we may purchase additional properties, in markets that are either subject to rent control or in which rent-limiting legislation exists or may be enacted.

TAX RISKS RELATED TO OUR STATUS AS A REIT

We may suffer adverse tax consequences and be unable to attract capital if we fail to qualify as a REIT.

We believe that since our taxable year ended December 31, 1994, we have been organized and operated, and intend to continue to operate, so as to qualify for taxation as a REIT under the Code. Although we believe that we have been and will continue to be organized and have operated and will continue to operate so as to qualify for taxation as a REIT, we cannot be assured that we have been or will continue to qualify as a REIT. Qualification as a REIT involves the satisfaction of numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the area of REIT taxation, which require us to continually monitor our tax status.status continually.

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. Moreover, unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. This treatment would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability to us for the years involved. In addition, distributions to stockholders would no longer be required to be made.

SUN COMMUNITIES, INC.

Federal, state and foreign income tax laws governing REITs and related interpretations may change at any time, and any such legislative or other actions affecting REITs could have a negative effect on us.

Federal, state and foreign income tax laws governing REITs, or the administrative interpretations of those laws may be amended at any time. Federal, state, and foreign tax laws are under constant review by persons involved in the legislative process, at the Internal Revenue Service and the U.S. Department of the Treasury, and at various state and foreign tax authorities. Changes to tax laws, regulations, or administrative interpretations, which may be applied retroactively, could adversely affect us. We cannot predict whether, when, in what forms, or with what effective dates, the tax laws, regulations, and administrative interpretations applicable to us may be changed. Accordingly, we cannot assert that any such change will not significantly affect either our ability to qualify for taxation as a REIT or the income tax consequences to us.

The Tax Cut and Jobs Act (the “Tax Act”) was enacted into law in December 2017. The overall impact of the Tax Act is uncertain. In addition, there are a significant number of technical issues clarified with respect to the interpretation and application of the Tax Act which may or may not be clarified by future guidance. It is not possible to predict whether such clarifications will result in adverse consequences to the Company or its stockholders. Stockholders are urged to consult their tax advisors with respect to the effects of the Tax Act and any other potential amendments to relevant tax laws.

We intend for the Operating Partnership to be taxed as a partnership, but we cannot guarantee that it will qualify.

We believe that the Operating Partnership has been organized as a partnership and will qualify for treatment as such under the Code. However, if the Operating Partnership is deemed to be a “publicly traded partnership,” it will be treated as a corporation instead of a partnership for federal income tax purposes unless at least 90 percent of its income is qualifying income as defined in the Code. The income requirements applicable to REITs and the definition of “qualifying income” for purposes of this 90 percent test are similar in most respects. Qualifying income for the 90 percent test generally includes passive income, such as specified types of real property rents, dividends, and interest. We believe that the Operating Partnership has and will continue to meet this 90 percent test, but we cannot guarantee that it has or will. If the Operating Partnership were to be taxed as a regular corporation, it would incur substantial tax liabilities, we would fail to qualify as a REIT for federal income tax purposes, and our ability to raise additional capital could be significantly impaired.

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Partnership tax audit rules could have a material adverse effect on us.

The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the rules, effective for taxable years beginning in 2018, among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and a partner’s allocable share thereof) is determined, and taxes, interest, and penalties attributable thereto are assessed and collected, at the partnership level. Unless the partnership makes an election permitted under the new law or takes certain steps to require the partners to pay their tax on their allocable shares of the adjustment, it is possible that partnerships in which we directly or indirectly invest, including the Operating Partnership, would be required to pay additional taxes, interest and penalties as a result of an audit adjustment. We, as a direct or indirect partner of the Operating Partnership and other partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though the Company, as a REIT, may not otherwise have been required to pay additional corporate-level tax. The changes created by these rules are significant for collecting tax in partnership audits and, accordingly, there can be no assurance that these rules will not have a material adverse effect on us.

Our ability to accumulate cash may be restricted due to certain REIT distribution requirements.

In order to qualify as a REIT, we must distribute to our stockholders at least 90 percent of our REIT taxable income (calculated without any deduction for dividends paid and excluding net capital gain) and to avoid federal income taxation, our distributions must not be less than 100 percent of our REIT taxable income, including capital gains. As a result of the distribution requirements, we do not expect to accumulate significant amounts of cash. Accordingly, these distributions could significantly reduce the cash available to us in subsequent periods to fund our operations and future growth.

Our taxable REIT subsidiaries, or TRSs, are subject to special rules that may result in increased taxes.

As a REIT, we must pay a 100 percent penalty tax on certain payments that we receive if the economic arrangements between us and any of our TRSs are not comparable to similar arrangements between unrelated parties. The Internal Revenue Service may successfully assert that the economic arrangements of any of our inter-company transactions are not comparable to similar arrangements between unrelated parties. This would result in unexpected tax liability which would adversely affect our cash flows.

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Dividends payable by REITs do not qualify for the reduced tax rates applicable to certain dividends.

The maximum federal tax rate for certain qualified dividends payable to domestic stockholders that are individuals, trusts and estates is 20 percent. Dividends payable by REITs, however, are generally not eligible for this reduced rate, although the new Tax Cut and Jobs Act permits a 20 percent deduction equal to the amount of qualifying REIT dividends received, thus bringing the maximum federal tax rate on qualifying REIT dividends to 29.6 percent. While this rule does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular qualified corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less competitive than investments in stock of non-REIT corporations that pay dividends, which could adversely affect the comparative value of the stock of REITs, including our common stock and preferred stock.

Prospective investors should consult their own tax advisors regarding the effect of this change on their effective tax rate with respect to REIT dividends.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities.

To remain qualified as a REIT for federal income tax purposes, we must continually satisfy requirements and tests under the tax law concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our stock. In order to meet these tests, we may be required to forego or limit attractive business or investment opportunities and distribute all of our net earnings rather than invest in attractive opportunities or hold larger liquid reserves. Therefore, compliance with the REIT requirements may hinder our ability to operate solely to maximize profits.


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Our ability to use net operating loss carryforwards to reduce future tax payments may be limited if we experience a change in ownership, or if taxable income does not reach sufficient levels.

Under Section 382 of the Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50 percent change (by value) in its equity ownership over a rolling three-year period), the corporation’s ability to use its pre-ownership-change net operating loss carryforwards to offset its post-ownership-change income may be limited. We may experience ownership changes in the future. If an ownership change were to occur, we would be limited in the portion of net operating loss carryforwards that we could use in the future to offset taxable income for U.S. federal income tax purposes.

BUSINESS RISKS RELATED TO RELATED PARTY TRANSACTIONS AND OUR STRUCTURE

Some of our directors and officers may have conflicts of interest with respect to certain related party transactions and other business interests.

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 indirectlyowns a less than one percent interest in American Center LLC. Mr. Shiffman is our Chief Executive Officer and Chairman of the Board. Each of Mr. Hermelin, Mr. Klein and Mr. Weiss is a director of the Company. Under this agreement, we lease approximately 103,100 rentable square feet of permanent space. 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 years ended December 31, 2020 and 2019, we paid $0.3 million and $0.4 million for the use of the 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. During the years ended December 31, 2020 and 2019, we paid $0.2 million for these 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.

Legal Counsel. Counsel - During 2017-2019,2017-2020, 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$7.1 million in the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively.

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 year ended December 31, 2019, we paid $0.4 million for the use of the airplane. 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. During the year ended December 31, 2019, we paid $0.2 million for these services. 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.
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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 thanfrom 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.

We rely on key management.

We are dependent on the efforts of our executive officers, Gary A. Shiffman, John B. McLaren, Karen J. Dearing, and Jonathan M. Colman. The loss of services of one or more of these executive officers could have a temporary adverse effect on our operations. We do not currently maintain or contemplate obtaining any “key-man” life insurance on the Executive Officers.

Certain provisions in our governing documents may make it difficult for a third-party to acquire us.

9.8 percent Ownership Limit. In order to qualify and maintain our qualification as a REIT, not more than 50 percent of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer individuals. Thus, ownership of more than 9.8 percent, in number of shares or value, of the issued and outstanding shares of our capital stock by any single stockholder has been restricted, with certain exceptions, for the purpose of maintaining our qualification as a REIT under the Code. Such restrictions in our charter do not apply to Milton M. Shiffman, Gary A. Shiffman, and Robert B. Bayer; trustees, personal representatives and agents to the extent acting for them or their respective estates; or certain of their respective relatives.

18
SUN COMMUNITIES, INC.
The 9.8 percent ownership limit, as well as our ability to issue additional shares of common stock or shares of other stock (which may have rights and preferences over the common stock), may discourage a change of control of the Company and may also: (a) deter tender offers for the common stock, which offers may be advantageous to stockholders; and (b) limit the opportunity for stockholders to receive a premium for their common stock that might otherwise exist if an investor were attempting to assemble a block of common stock in excess of 9.8 percent of our outstanding shares or otherwise effect a change of control of the Company.

Preferred Stock. Our charter authorizes the Board of Directors to issue up to 20,000,000 shares of preferred stock, none of which is currently outstanding, and to establish the preferences and rights (including the right to vote and the right to convert into shares of common stock) of any shares issued. The power to issue preferred stock could have the effect of delaying or preventing a change in control of the Company even if a change in control were in the stockholders’ interest.

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.

Certain provisions of the Maryland General Corporation Law (“MGCL”) may have the effect of inhibiting a third-party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our capital stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10 percent or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose fair price and/and / or supermajority and stockholder voting requirements on these combinations; and

•“control share” provisions that provide that “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

The provisions of the MGCL relating to business combinations do not apply, however, to business combinations that are approved or exempted by our Board of Directors prior to the time that the interested stockholder becomes an interested stockholder. As permitted by the statute, our Board of Directors has by resolution exempted Milton M. Shiffman, Robert B. Bayer, and Gary A. Shiffman, their affiliates and all persons acting in concert or as a group with the foregoing, from the business combination provisions of the MGCL and, consequently, the five-year prohibition and the supermajority vote requirements will not apply to business combinations between us and these persons.
SUN COMMUNITIES, INC.

As a result, these persons may be able to enter into business combinations with us that may not be in the best interests of our stockholders without compliance by our company with the supermajority vote requirements and the other provisions of the statute.

Also, pursuant to a provision in our bylaws, we have exempted any acquisition of our stock from the control share provisions of the MGCL. However, our Board of Directors may by amendment to our bylaws opt into the control share provisions of the MGCL at any time in the future.

19
SUN COMMUNITIES, INC.
Additionally, Subtitle 8 of Title 3 of the MGCL permits our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to elect to be subject to certain provisions relating to corporate governance that may have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium to the market price of our common stock or otherwise be in our stockholders’ best interests. These provisions include a classified board; two-thirds vote to remove a director; that the number of directors may only be fixed by the Board of Directors; that vacancies on the board as a result of an increase in the size of the board or due to death, resignation or removal can only be filled by the board, and the director appointed to fill the vacancy serves for the remainder of the full term of the class of director in which the vacancy occurred; and a majority requirement for the calling by stockholders of special meetings. Other than a classified board, the filling of vacancies as a result of the removal of a director and a majority requirement for the calling by stockholders of special meetings, we are already subject to these provisions, either by provisions of our charter and bylaws unrelated to Subtitle 8 or by reason of an election to be subject to certain provisions of Subtitle 8. In the future, our Board of Directors may elect, without stockholder approval, to make us subject to the provisions of Subtitle 8 to which we are not currently subject.

Our Board of Directors has power to adopt, alter or repeal any provision of our bylaws or make new bylaws, provided, however, that our stockholders may alter or repeal any provision of our bylaws and adopt new bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.

ChangesGENERAL RISK FACTORS

Our share price could be volatile and could decline, resulting in a substantial or complete loss on our stockholders’ investment.

The stock markets, including the New York Stock Exchange (“NYSE”), on which we list our common stock, have experienced significant price and volume fluctuations. As a result, the market price of our common stock and preferred stock could be similarly volatile, and investors in our investmentcommon stock and financing policiespreferred stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of our common stock and preferred stock could be made without stockholder approval.subject to wide fluctuations in response to a number of factors, including:

Our investment•outbreaks of disease, including the COVID-19 pandemic, and financingrelated stay-at-home orders, quarantine policies and restrictions on travel, trade and business operation;
•issuances of other equity securities in the future, including new series or classes of preferred stock;
•our policiesoperating performance and the performance of other similar companies;
•our ability to maintain compliance with respect to certain other activities, includingcovenants contained in our growth, debt capitalization, distributions, REIT status, andfacilities;
•actual or anticipated variations in our operating policies, are determined by our Boardresults, funds from operations, cash flows or liquidity;
•changes in expectations of Directors. Although the Board of Directors has no present intention to do so, these policies may be amendedfuture financial performance or revised from time to time at the discretion of the Board of Directors without notice to or a vote of our stockholders. Accordingly, stockholders may not have control over changes in our policies and earnings estimates or those of analysts;
•changes in our policiesdistribution policy;
•publication of research reports about us or the real estate industry generally;
•increases in market interest rates that lead purchasers of our common stock and preferred stock to demand a higher dividend yield;
•changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar and the Australian dollar;
•changes in market valuations of similar companies;
•adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near-term and medium-term and our ability to refinance our debt, or our plans to incur additional debt in the future;
•additions or departures of key management personnel;
•speculation in the press or investment community;
•equity issuances by us, or share resales by our stockholders or the perception that such issuances or resales may occur;
•actions by institutional stockholders; and
•general market and economic conditions.

20
SUN COMMUNITIES, INC.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock or preferred stock to decline significantly, regardless of our financial condition, results of operations and prospects. It is impossible to provide any assurance that the market price of our common stock or preferred stock will not fully servefall in the interestsfuture, and it may be difficult for holders to resell shares of all stockholders.our common stock or preferred stock at prices they find attractive, or at all. In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.

Substantial sales or issuances of our common or preferred stock could cause our stock price to fall.

The sale or issuance of substantial amounts of our common stock or preferred stock, whether directly by us or in the secondary market, the perception that such sales could occur or the availability of future issuances of shares of our common stock, preferred stock, OP units or other securities convertible into or exchangeable or exercisable for our common stock or preferred stock, could materially and adversely affect the market price of our common stock or preferred stock and our ability to raise capital through future offerings of equity or equity-related securities. In addition, we may issue capital stock that is senior to our common stock in the future for a number of reasons, including to finance our operations and business strategy, to adjust our ratio of debt to equity or for other reasons.

Based on the applicable conversion ratios then in effect, as of February 13, 2020,11, 2021, in the future we may issue to the limited partners of the Operating Partnership, up to approximately 4.45.7 million shares of our common stock in exchange for their OP units. The limited partners may sell such shares pursuant to registration rights, if available, or an available exemption from registration. As of February 13, 2020,11, 2021, options to purchase 1,500 shares of our common stock were outstanding under our equity incentive plans, and we currently have the authority to issue restricted stock awards or options to purchase up to an additional 1,041,758899,254 shares of our common stock pursuant to our equity incentive plans. In addition, we have entered into an At-the-Market Offering Sales Agreement in July 2017 to issue and sell shares of common stock. As of February 13, 2020,11, 2021, our Board of Directors had authorized us to sell an additional $286.3 million of common stock under this agreement. No prediction can be made regarding the effect that future sales of shares of our common stock or our other securities will have on the market price of shares.

An increase in interest rates may have an adverse effect on the price of our common stock.

One of the factors that may influence the price of our common stock in the public market will be the annual distributions to stockholders relative to the prevailing market price of the common stock. An increase in market interest rates may tend to make the common stock less attractive relative to other investments, which could adversely affect the market price of our common stock.
SUN COMMUNITIES, INC.

We may be adversely impacted by fluctuations in foreign currency exchange rates.

Our current and future investments in and operations of Canadian and Australian properties are or will be exposed to the effects of changes in the Canadian dollar and Australian dollar, respectively, against the U.S. dollar. Changes in foreign currency exchange rates cannot always be predicted; as a result, substantial unfavorable changes in exchange rates could have a material adverse effect on our financial condition and results of operations.

The volatility in economic conditions and the financial markets may adversely affect our industry, business and financial performance.

The U.S. interest rate environment, oil price fluctuations, uncertain tax and economic plans in the U.S. executive and legislative branches, and turmoil in emerging markets have created uncertainty and volatility in the U.S. and global economies. Continued economic uncertainty, both nationally and internationally, causes increased volatility in investor confidence thereby creating similar volatility in the availability of both debt and equity capital in the financial markets. The other risk factors presented in this Annual Report on Form 10-K discuss some of the principal risks inherent in our business, including liquidity risks, operational risks, and credit risks, among others. Turbulence in financial markets accentuates each of these risks and magnifies their potential effect on us. If such volatility is experienced in future periods, there could be an adverse impact on our access to capital, stock price and our operating results.

Our business operations may not generate the cash needed to make distributions on our capital stock or to service our indebtedness, and we may adjust our common stock distribution policy.

Our ability to make distributions on our common stock and preferred stock, and payments on our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock or preferred stock, to pay our indebtedness or to fund our other liquidity needs.

The decision to declare and pay distributions on shares of our common stock 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. Any change in our distribution policy could have a material adverse effect on the market price of our common stock.

Our ability to pay distributions is limitedWe rely on key management.

We depend on the efforts of our executive officers, Gary A. Shiffman, John B. McLaren, Karen J. Dearing, Bruce Thelen, and Baxter R. Underwood. The loss of services of one or more of these executive officers could have a temporary adverse effect on our operations. We do not currently maintain or contemplate obtaining any “key-man” life insurance on our executive officers.

The phase out of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with a different reference rate, may adversely affect interest rates.

The Financial Conduct Authority (the authority that regulates LIBOR) has announced that it plans on phasing out LIBOR by the requirementsend of Maryland law.

Our ability to pay distributions on2021. Many of our common stock and preferred stock is limited by the laws of Maryland. Under Maryland law, a Maryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation wouldproperty-level real estate loans have fixed interest rates which will not be able to pay its debts as they become dueimpacted by any change in the usual courseLIBOR. Certain of business, or the corporation’s total assets would be less than the sum of its total liabilities plus, unless the corporation’s charter provides otherwise, the amount that would be needed, if the corporation were dissolved at the timeour other loans, including a majority of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, provided, however, that a Maryland corporation may make a distribution from: (a) its net earnings for the fiscal year in which the distribution is made; (b) its net earnings for the preceding fiscal year; or (c) the sum of its net earnings for its preceding eight fiscal quarters even if, after such distribution, the corporation’s total assets would be less than its total liabilities. Accordingly, we generally may not make a distributionborrowings under our $750.0 million senior credit facility and our borrowings under Safe Harbor’s $1.8 billion credit facility, have interest rates based on our common stock or preferred stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or, unless paid from one of the permitted sources of net earnings as described above, our total assets would be less than the sumLIBOR. Each of our total liabilities plus, unlesssenior credit facility and Safe Harbor’s credit facility provides that the termsadministrative agent in consultation with us will endeavor to determine an interest rate to replace the current LIBOR rate, and until the parties agree on a successor LIBOR rate we can continue to borrow under the credit facilities using the prime rate. The replacement of such classLIBOR with an alternative rate or seriesbenchmark may adversely affect our interest rates and result in higher borrowing costs. This could materially and adversely affect our results of stock provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of stock then outstanding, if any, with preferential rights upon dissolution senior to those of our common stock or, if any, currently outstanding preferred stock.operations, cash flows and liquidity.

21
We may not be able to pay distributions upon events of default under our financing documents.

Some of our financing documents contain restrictions on distributions upon the occurrence of events of default thereunder. If such an event of default occurs, such as our failure to pay principal at maturity or interest when due for a specified period of time, we would be prohibited from making payments on our common stock and preferred stock.

SUN COMMUNITIES, INC.

Cybersecurity breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

We rely intensively on information technology to account for tenant transactions, manage the privacy of tenant data, communicate internally and externally, and analyze our financial and operating results. In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our tenants, clients, vendors and employees in our facilities and on our network. In addition, we engage third party service providers that may have access to such information in connection with providing necessary information technology and security and other business services to us. This information may include personally identifiable information such as social security numbers, banking information and credit card information.

We address potential breaches or disclosure of this confidential information by implementing a variety of security measures intended to protect the confidentiality and security of this information including (among others) engaging reputable, recognized firms to help us design and maintain our information technology and data security systems, including testing and verification of their proper and secure operations on a periodic basis. We also maintain cyber risk insurance to provide some coverage for certain risks arising out of data and network breaches. Our share pricesenior leadership regularly updates the Board of Directors on security matters and meets at least annually to review program progress and plans, incidents if any, and emerging risks.

Despite our security measures, our information technology and infrastructure, as well as that of our third-party vendors, may be vulnerable to attacks by hackers (including through malware, ransomware, computer viruses, and email phishing schemes) or breached due to employee error, malfeasance, fire, flood or other physical event, or other disruptions. Any such breach or disruption could compromise our or a third-party vendor’s network and the information stored there could be volatile and could decline, resultingaccessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could:

•result in a substantiallegal claims or complete loss onproceedings,
•disrupt our stockholders’ investment.

The stock markets,operations, including the New York Stock Exchange (“NYSE”), on which we list our common stock, have experienced significant price and volume fluctuations. As a result, the market price of our common stock and preferred stock could be similarly volatile, and investors in our common stock and preferred stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of our common stock and preferred stock could be subject to wide fluctuations in response to a number of factors, including:

issuances of other equity securities in the future, including new series or classes of preferred stock;

our operating performance and the performance of other similar companies;

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

actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;

changes in expectations of future financial performance or changes in our earnings estimates or those of analysts;

changes in our distribution policy;

publication of research reports about us or the real estate industry generally;

increases in market interest rates that lead purchasers of our common stock and preferred stock to demand a higher dividend yield;

changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar and the Australian dollar;

changes in market valuations of similar companies;

adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near-term and medium-termtenants and our ability to refinanceanalyze and report our debt,financial and operating results,
•decrease our revenues,
•damage our reputation,
•cause a loss of confidence,
•increase our insurance premiums, or
•have other material adverse effects on our plansbusiness.

We depend on continuous access to incur additional debt in the future;

additionsinternet to use our cloud-based applications. Damage to, or departuresfailure of key management personnel;

speculation in the press or investment community;

equity issuances by us, or share resales by our stockholders or the perception that such issuances or resales may occur;

actions by institutional stockholders; and

general market and economic conditions.

Manyinformation technology systems, including as a result of any of the factors listedreasons described above, are beyondcould adversely affect our control. Those factorsresults of operations as we may causeincur significant costs or data loss. We continually assess new and enhanced information technology solutions to manage the market pricerisk of system failure or interruption.

Losses in excess of our common stockinsurance coverage or preferred stockuninsured losses could adversely affect our operating results and cash flow.

We have a significant concentration of MH and RV properties in Florida and California and marinas on coastlines, where natural disasters or other catastrophic events such as hurricanes, flash floods, sea-level rise, tornadoes, wildfires and earthquakescould negatively impact our operating results and cash flows. We maintain comprehensive liability, fire, property, business interruption, general liability, and (where appropriate) flood and earthquake insurance, and other lines of insurance we have determined to decline significantly, regardlessbe appropriate for our business, provided by reputable companies with commercially reasonable deductibles and limits. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. However, certain types of losses including, but not limited to, riots or acts of war, may be either uninsurable or not economically insurable. In the event an uninsured loss occurs, we could lose both our investment in and anticipated profits and cash flow from the affected property. We would also continue to be obligated to repay any mortgage indebtedness or other obligations related to the community. If an uninsured liability to a third party were to occur, we would incur the cost of defense and settlement with, or court ordered damages to, that third party. A significant uninsured property or liability loss could have a material adverse effect on our business and our financial condition and results of operations.


22
SUN COMMUNITIES, INC.
Expanding social media platforms present new challenges.

Social media outlets continue to grow and expand, which presents us with new risks. Adverse content about us and our properties on social media platforms could result in damage to our reputation or brand. Improper posts by employees or others could result in disclosure of confidential or proprietary information regarding our operations.

Our operations are subject to regulation under various federal, state, and local laws and regulations that may expose us to significant costs and liabilities.

Our properties and the operations at them are subject to regulation under various federal, state and local laws and regulations. Compliance with laws and regulations that govern our operations may require expenditures and modifications of development plans and operations that could have a detrimental effect on the operations of our properties and our financial condition, results of operations and prospects. It is impossible to provide anycash flows. There can be no assurance that the market priceapplication of our common stocklaws, regulations or preferred stockpolicies, or changes in such laws, regulations and policies, will not falloccur in a manner that could have a detrimental effect on any property.

We may be adversely impacted by fluctuations in foreign currency exchange rates.

Our current and future investments in and operations of Canadian and Australian properties are or will be exposed to the effects of changes in the future,Canadian dollar and it mayAustralian dollar, respectively, against the U.S. dollar. Changes in foreign currency exchange rates cannot always be difficult for holders to resell sharespredicted; as a result, substantial unfavorable changes in exchange rates could have a material adverse effect on our financial condition and results of our common stock or preferred stock at prices they find attractive, or at all. In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.operations.


ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

23
SUN COMMUNITIES, INC.

ITEM 2. PROPERTIES

As of December 31, 2019, the Properties2020, our properties were located throughout the US and in Ontario, Canada and consisted of 266276 MH communities, 122136 RV communities, andresorts, 34 properties containing both MH and RV sites. sites, and 106 marinas.

As of December 31, 2019, the Properties2020, our properties contained an aggregate of 141,293188,176 developed sites comprised of 93,82196,688 developed manufactured homeMH sites, 26,05627,564 annual RV sites (inclusive of both annual and seasonal usage rights), and 21,41625,043 transient RV sites.sites and 38,881 wet slips and dry storage spaces. There are approximately 10,30010,025 additional MH and RV sites suitable for development. Most of the Propertiesour properties include amenities oriented toward family and retirement living. Of the 422 Properties, 194our 552 properties, 185 each have 300 or more than 300 developed sites, with the largest having 2,341 developed MH and RV sites. See “Real Estate and Accumulated Depreciation, Schedule III”,III,” included in our Consolidated Financial Statements, for detail on Propertiesproperties that are encumbered.

As of December 31, 2019, the Properties2020, our MH and RV properties had an occupancy rate of 96.497.3 percent excluding transient RV sites. Since January 1, 2019,2020, the PropertiesMH and RV properties have averaged an aggregate annual turnover of homes (where the home is moved out of the community) of approximately 2.8 percent and an average annual turnover of residents (where the resident-owned home is sold and remains within the community, typically without interruption of rental income) of approximately 7.06.7 percent. The average renewal rate for residents in our Rental Program was 63.269.5 percent for the year ended December 31, 2019.2020.

We believe that our Properties’properties’ high amenity levels, customer service loyalty, and customer retention program contribute to low turnover and generally high occupancy rates. All of the Propertiesproperties provide residents with attractive amenities with most offering a clubhouse, a swimming pool, and laundry facilities. Many of the Propertiesproperties offer additional amenities such as sauna/sauna / whirlpool spas, tennis courts, shuffleboard, basketball courts, and/and / or exercise rooms. Many RV communitiesresorts offer incremental amenities including golf, pro shops, restaurants, zip lines, waterparks, watersports, and thematic experiences.

The PropertiesOur MH and RV properties are principally located in the Midwestern, Southern, Northeastern,mid-western, southern and Southeastern regions of the U.S., and Ontario, Canada. Our marinas are principally located in the northeastern, southern, mid-Atlantic, western and mid-western regions of the U.S, with the majority of such marinas concentrated in coastal regions and others located in various inland regions. We believe that geographic diversification helps to insulate the portfolio from regional economic influences. We have concentrated our properties within certain areas of the regions in order to achieve economies of scale in management and operation.

The following tables set forth certain information relating to the Propertiesour MH and RV properties as of December 31, 2019.2020. The occupancy percentage includes MH sites and annual RV sites and excludes transient RV sites.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
UNITED STATES
MIDWEST
Michigan
Academy / West PointMHCantonMI441 — 98.0 %98.2 %
Allendale Meadows Mobile VillageMHAllendaleMI352 — 99.1 %98.9 %
Alpine Meadows Mobile VillageMHGrand RapidsMI403 — 97.3 %98.3 %
Apple Carr VillageMHMuskegonMI713 — 86.5 %(1)78.5 %(1)
Arbor WoodsMHYpsilantiMI458 — 99.1 %99.1 %
Brentwood Mobile VillageMHKentwoodMI195 — 99.5 %97.4 %
Broadview EstatesMHDavisonMI474 — 87.1 %82.3 %
Brookside VillageMHKentwoodMI196 — 100.0 %100.0 %
Byron Center Mobile VillageMHKentwoodMI143 — 98.6 %97.9 %
Camelot VillaMHMacombMI712 — 98.6 %99.0 %
Cider Mill CrossingsMHFentonMI621 — 87.6 %(1)74.6 %(1)
Cider Mill VillageMHMiddlevilleMI258 — 98.4 %98.4 %
Country Acres Mobile VillageMHCadillacMI182 — 95.1 %95.1 %
Country Hills VillageMHHudsonvilleMI239 — 99.6 %99.6 %
Country Meadows Mobile VillageMHFlat RockMI577 — 98.8 %97.7 %
Country Meadows VillageMHCaledoniaMI395 — 100.0 %99.5 %
Creekwood MeadowsMHBurtonMI336 — 99.1 %94.0 %
24
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
UNITED STATES         
MIDWEST         
Michigan         
Academy / West PointMHCantonMI441
—
98.2% 97.5% 
Allendale Meadows Mobile VillageMHAllendaleMI352
—
98.9% 94.9% 
Alpine Meadows Mobile VillageMHGrand RapidsMI403
—
98.3% 98.0% 
Apple Carr VillageMHMuskegonMI716
—
78.5%
(1) 
79.4%
(1) 
Arbor WoodsMHYpsilantiMI458
—
99.1% 96.1% 
Brentwood Mobile VillageMHKentwoodMI195
—
97.4% 98.5% 
Broadview EstatesMHDavisonMI474
—
82.3% 77.6% 
Brookside VillageMHKentwoodMI196
—
100.0% 99.0% 
Byron Center Mobile VillageMHKentwoodMI143
—
97.9% 98.6% 
Camelot VillaMHMacombMI712
—
99.0% 98.6% 
Cider Mill CrossingsMHFentonMI621
—
74.6%
(1) 
67.5%
(1) 
Cider Mill VillageMHMiddlevilleMI258
—
98.4% 98.4% 
Country Acres Mobile VillageMHCadillacMI182
—
95.1% 99.5% 
Country Hills VillageMHHudsonvilleMI239
—
99.6% 98.3% 
Country Meadows Mobile VillageMHFlat RockMI577
—
97.7% 96.9% 
Country Meadows VillageMHCaledoniaMI395
—
99.5% 98.5% 
Creekwood MeadowsMHBurtonMI336
—
94.0% 97.6% 
Cutler Estates Mobile VillageMHGrand RapidsMI259
—
98.8% 98.1% 
Dutton Mill VillageMHCaledoniaMI307
—
99.7% 99.0% 
East Village EstatesMHWashington Twp.MI708
—
98.6% 99.4% 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
Cutler Estates Mobile VillageMHGrand RapidsMI259 — 98.8 %98.8 %
Dutton Mill VillageMHCaledoniaMI307 — 99.3 %99.7 %
East Village EstatesMHWashington Twp.MI708 — 99.9 %98.6 %
EgelcraftMHMuskegonMI458 — 97.8 %97.4 %
Fisherman's CoveMHFlint Twp.MI162 — 98.1 %97.5 %
Frenchtown Villa / Elizabeth WoodsMHNewportMI1,140 — 99.2 %94.6 %
Grand Mobile EstatesMHGrand RapidsMI219 — 98.2 %96.8 %
HamlinMHWebbervilleMI230 — 98.7 %95.7 %
Hickory Hills VillageMHBattle CreekMI283 — 99.6 %97.5 %
Hidden Ridge RV Resort(2)
RVHopkinsMI196 139 100.0 %100.0 %
Highland Green EstatesMHHighlandMI879 — 56.5 %N/A(4)
Holiday West VillageMHHollandMI341 — 99.7 %100.0 %
Holly Village / Hawaiian GardensMHHollyMI425 — 97.9 %96.2 %
Hunters CrossingMHCapacMI114 — 100.0 %98.2 %
Hunters GlenMHWaylandMI396 — 98.7 %97.2 %
Kensington MeadowsMHLansingMI290 — 96.2 %94.8 %
Kimberly EstatesMHNewportMI387 — 98.2 %98.4 %
King's Court Mobile VillageMHTraverse CityMI802 — 99.0 %90.6 %
Knollwood EstatesMHAllendaleMI161 — 96.9 %97.5 %
Lafayette PlaceMHWarrenMI254 — 99.2 %96.9 %
LakeviewMHYpsilantiMI392 — 99.0 %98.5 %
Leisure VillageMHBelmontMI256 — 99.6 %98.4 %
Lincoln EstatesMHHollandMI191 — 98.4 %99.5 %
Meadow Lake EstatesMHWhite LakeMI425 — 99.3 %98.6 %
Meadowbrook EstatesMHMonroeMI453 — 99.1 %96.5 %
Meadowlands of GibraltarMHGibraltarMI320 — 99.4 %100.0 %
Northville CrossingMHNorthvilleMI756 — 99.7 %99.1 %
Oak Island VillageMHEast LansingMI250 — 100.0 %97.6 %
Petoskey KOA RV Resort(2)
RVPetoskeyMI52 156 100.0 %100.0 %
Petoskey RV Resort(2)
RVPetoskeyMI9 144 100.0 %100.0 %
Pinebrook VillageMHKentwoodMI185 — 98.9 %97.8 %
Presidential Estates Mobile VillageMHHudsonvilleMI364 — 99.2 %97.8 %
Richmond PlaceMHRichmondMI117 — 100.0 %94.9 %
River Haven VillageMHGrand HavenMI721 — 96.1 %90.7 %
Rudgate ClintonMHClinton TownshipMI667 — 99.3 %98.4 %
Rudgate ManorMHSterling HeightsMI931 — 98.8 %97.6 %
Scio Farms EstatesMHAnn ArborMI913 — 99.1 %98.9 %
Sheffield EstatesMHAuburn HillsMI228 — 99.1 %98.2 %
Shelby ForestMHShelby Twp.MI664 — 99.5 %99.1 %
Shelby WestMHShelby Twp.MI644 — 99.7 %98.9 %
Silver Creek RV Resort(2)
RVMearsMI160 104 100.0 %100.0 %
Silver SpringsMHClinton TownshipMI547 — 100.0 %98.7 %
Southwood VillageMHGrand RapidsMI394 — 99.7 %99.0 %
St. Clair PlaceMHSt. ClairMI100 — 97.0 %90.0 %
Sunset RidgeMHPortlandMI388 — 87.6 %(1)78.1 %(1)
Sycamore VillageMHMasonMI396 — 99.0 %98.7 %
Tamarac VillageMHLudingtonMI302 — 98.3 %99.7 %
Tamarac Village RV Resort(2)
RVLudingtonMI110 3 100.0 %100.0 %
Timberline EstatesMHCoopersvilleMI296 — 98.3 %96.6 %
Town & Country Mobile VillageMHTraverse CityMI192 — 99.0 %99.0 %
Troy VillaMHTroyMI282 — 86.9 %N/A(4)
25
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
EgelcraftMHMuskegonMI458
—
97.4% 96.9% 
Fisherman's CoveMHFlint Twp.MI162
—
97.5% 95.7% 
Frenchtown Villa / Elizabeth WoodsMHNewportMI1,140
—
94.6% 88.9%
(1) 
Grand Mobile EstatesMHGrand RapidsMI219
—
96.8% 96.3% 
HamlinMHWebbervilleMI230
—
95.7% 98.7% 
Hickory Hills VillageMHBattle CreekMI283
—
97.5% 97.5% 
Hidden Ridge RV Resort (2)
RVHopkinsMI188
147
100.0% 100.0% 
Holiday West VillageMHHollandMI341
—
100.0% 99.7% 
Holly Village / Hawaiian GardensMHHollyMI425
—
96.2% 94.4% 
Hunters CrossingMHCapacMI114
—
98.2% 99.1% 
Hunters GlenMHWaylandMI396
—
97.2% 89.9%
(1) 
Kensington MeadowsMHLansingMI290
—
94.8% 96.9% 
Kimberly EstatesMHNewportMI387
—
98.4% 98.7% 
King's Court Mobile VillageMHTraverse CityMI802
—
90.6% 84.4%
(1) 
Knollwood EstatesMHAllendaleMI161
—
97.5% 96.9% 
Lafayette PlaceMHWarrenMI254
—
96.9% 97.2% 
LakeviewMHYpsilantiMI392
—
98.5% 98.7% 
Leisure VillageMHBelmontMI256
—
98.4% 94.9% 
Lincoln EstatesMHHollandMI191
—
99.5% 99.0% 
Meadow Lake EstatesMHWhite LakeMI425
—
98.6% 99.1% 
Meadowbrook EstatesMHMonroeMI453
—
96.5% 95.4% 
Meadowlands of GibraltarMHGibraltarMI320
—
100.0% 99.7% 
Northville CrossingMHNorthvilleMI756
—
99.1% 99.7% 
Oak Island VillageMHEast LansingMI250
—
97.6% 98.4% 
Petoskey KOA RV Resort (2)
RVPetoskeyMI48
162
100.0% 100.0% 
Petoskey RV Resort (2)
RVPetoskeyMI3
149
N/A
 N/A
 
Pinebrook VillageMHKentwoodMI185
—
97.8% 100.0% 
Presidential Estates Mobile VillageMHHudsonvilleMI364
—
97.8% 98.1% 
Richmond PlaceMHRichmondMI117
—
94.9% 95.7% 
River Haven VillageMHGrand HavenMI721
—
90.7% 85.4% 
Rudgate ClintonMHClinton TownshipMI667
—
98.4% 99.0% 
Rudgate ManorMHSterling HeightsMI931
—
97.6% 97.9% 
Scio Farms EstatesMHAnn ArborMI913
—
98.9% 99.5% 
Sheffield EstatesMHAuburn HillsMI228
—
98.2% 100.0% 
Shelby ForestMHShelby Twp.MI664
—
99.1% N/A
(5) 
Shelby WestMHShelby Twp.MI644
—
98.9% N/A
(5) 
Silver Creek RV Resort (2)
RVMearsMI157
107
100.0% 100.0% 
Silver SpringsMHClinton TownshipMI547
—
98.7% 99.5% 
Southwood VillageMHGrand RapidsMI394
—
99.0% 98.0% 
St. Clair PlaceMHSt. ClairMI100
—
90.0% 97.0% 
Sunset RidgeMHPortlandMI388
—
78.1%
(1) 
65.7%
(1) 
Sycamore VillageMHMasonMI396
—
98.7% 99.7% 
Tamarac VillageMHLudingtonMI301
—
99.7% 98.7% 
Tamarac Village RV Resort (2)
RVLudingtonMI109
5
100.0% 100.0% 
Timberline EstatesMHCoopersvilleMI296
—
96.6% 98.3% 
Town & Country Mobile VillageMHTraverse CityMI192
—
99.0% 99.0% 
Warren Dunes VillageMHBridgmanMI314
—
89.2%
(1) 
87.6%
(1) 
Waverly Shores VillageMHHollandMI415
—
100.0% 96.4% 
West Village EstatesMHRomulusMI628
—
99.0% 99.4% 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
Warren Dunes VillageMHBridgmanMI314 — 98.7 %89.2 %(1)
Waverly Shores VillageMHHollandMI415 — 100.0 %100.0 %
West Village EstatesMHRomulusMI628 — 98.9 %99.0 %
White Lake Mobile Home VillageMHWhite LakeMI315 — 98.4 %98.7 %
Windham Hills EstatesMHJacksonMI469 — 98.3 %95.5 %
Windsor Woods VillageMHWaylandMI314 — 99.7 %99.7 %
Woodhaven PlaceMHWoodhavenMI220 — 100.0 %98.6 %
Michigan Total29,086 546 96.6 %96.0 %
Indiana
Brookside Mobile Home VillageMHGoshenIN570 — 97.2 %95.6 %
Carrington PointeMHFort WayneIN468 — 85.5 %(1)83.3 %(1)
Clear Water Mobile VillageMHSouth BendIN227 — 97.4 %95.2 %
Cobus Green Mobile Home ParkMHOsceolaIN386 — 98.2 %96.6 %
Deerfield RunMHAndersonIN175 — 93.1 %93.7 %
Four SeasonsMHElkhartIN218 — 98.2 %95.0 %
Jellystone Park™ at Barton Lake(2)
RVFremontIN— 555 N/AN/A(4)
Lake Rudolph Campground & RV Resort(2)
RVSanta ClausIN— 534 N/AN/A
Liberty FarmMHValparaisoIN220 — 95.9 %95.9 %
Pebble CreekMHGreenwoodIN296 — 98.6 %93.2 %
Pine HillsMHMiddleburyIN129 — 98.4 %98.4 %
Roxbury ParkMHGoshenIN398 — 97.7 %98.2 %
Indiana Total3,087 1,089 95.6 %93.9 %
Ohio
Apple CreekMHAmeliaOH176 — 99.4 %98.3 %
East Fork CrossingMHBataviaOH350 — 99.7 %99.4 %
Indian Creek RV & Camping Resort(2)
RVGeneva on the LakeOH445 135 100.0 %100.0 %
Oakwood VillageMHMiamisburgOH511 — 98.6 %98.2 %
Orchard LakeMHMilfordOH147 — 97.3 %97.3 %
Westbrook Senior VillageMHToledoOH112 — 100.0 %100.0 %
Westbrook VillageMHToledoOH344 — 98.3 %98.8 %
Willowbrook PlaceMHToledoOH266 — 99.2 %98.1 %
Woodside TerraceMHHollandOH439 — 96.8 %93.8 %
Ohio Total2,790 135 98.7 %98.1 %
SOUTH
Texas
Austin Lone Star RV Resort(2)
RVAustinTX55 102 100.0 %100.0 %
Blazing Star(2)
RVSan AntonioTX117 145 100.0 %100.0 %
Boulder RidgeMHPflugervilleTX1,220 — 97.1 %(1)78.9 %(1)
Branch Creek EstatesMHAustinTX400 — 100.0 %98.0 %
Chisholm Point EstatesMHPflugervilleTX427 — 99.3 %97.7 %
Comal FarmsMHNew BraunfelsTX367 — 98.6 %99.7 %
Hill Country Cottage and RV Resort(2)
RVNew BraunfelsTX67 302 100.0 %

100.0 %
Jellystone Park™ at Guadalupe River(2)
RVKerrvilleTX— 251 N/AN/A
Jellystone Park™ at Hill Country(2)
RVCanyon LakeTX— 167 N/AN/A
La Hacienda RV Resort(2)
RVAustinTX48 196 N/AN/A
Lone Star Jellystone Park(2)
RVWallerTX— 345 N/AN/A(4)
Oak CrestMHAustinTX654 — 94.2 %76.3 %(1)
Pecan BranchMHGeorgetownTX229 — 86.0 %(1)78.6 %(1)
26
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
White Lake Mobile Home VillageMHWhite LakeMI315
—
98.7% 98.4% 
Windham Hills EstatesMHJacksonMI469
—
95.5% 88.9%
(1) 
Windsor Woods VillageMHWaylandMI314
—
99.7% 98.4% 
Woodhaven PlaceMHWoodhavenMI220
—
98.6% 95.5% 
Michigan Total   27,905
570
96.0% 94.6% 
          
Indiana         
Brookside Mobile Home VillageMHGoshenIN570
—
95.6% 93.0% 
Carrington PointeMHFort WayneIN468
—
93.3% 73.5%
(1) 
Clear Water Mobile VillageMHSouth BendIN227
—
95.2% 97.8% 
Cobus Green Mobile Home ParkMHOsceolaIN386
—
96.6% 93.8% 
Deerfield RunMHAndersonIN175
—
93.7% 86.3% 
Four SeasonsMHElkhartIN218
—
95.0% 93.6% 
Lake Rudolph Campground & RV Resort (2)
RVSanta ClausIN—
534
N/A
 N/A
 
Liberty FarmMHValparaisoIN220
—
95.9% 95.9% 
Pebble CreekMHGreenwoodIN296
—
93.2% 80.5%
(1) 
Pine HillsMHMiddleburyIN129
—
98.4% 93.8% 
Roxbury ParkMHGoshenIN398
—
98.2% 97.2% 
Indiana Total   3,087
534
93.9% 89.7% 
          
Ohio         
Apple CreekMHAmeliaOH176
—
98.3% 98.9% 
East Fork CrossingMHBataviaOH350
—
99.4% 99.1% 
Indian Creek RV & Camping Resort (2)
RVGeneva on the LakeOH425
150
100.0% 100.0% 
Oakwood VillageMHMiamisburgOH511
—
98.2% 99.0% 
Orchard LakeMHMilfordOH147
—
97.3% 95.9% 
Westbrook Senior VillageMHToledoOH112
—
100.0% 98.2% 
Westbrook VillageMHToledoOH344
—
98.8% 95.6% 
Willowbrook PlaceMHToledoOH266
—
98.1% 97.4% 
Woodside TerraceMHHollandOH439
—
93.8% 91.6% 
Ohio Total   2,770
150
98.1% 97.2% 
          
SOUTH         
Texas         
Austin Lone Star RV Resort (2)
RVAustinTX50
107
100.0% 100.0% 
Blazing Star (2)
RVSan AntonioTX126
136
100.0% 100.0% 
Boulder RidgeMHPflugervilleTX1,220
—
78.9%
(1) 
80.2%
(1) 
Branch Creek EstatesMHAustinTX400
—
98.0% 100.0% 
Chisholm Point EstatesMHPflugervilleTX427
—
97.7% 100.0% 
Comal FarmsMHNew BraunfelsTX367
—
99.7% 99.5% 
Hill Country Cottage and RV Resort (2)
RVNew BraunfelsTX27
342
100.0%
100.0% 
Jellystone Park™ at Guadalupe River (2)
RVKerrvilleTX—
250
N/A
 N/A
 
Jellystone Park™ at Hill Country (2)
RVCanyon LakeTX—
175
N/A
 N/A
 
La Hacienda RV Resort (2)
RVAustinTX—
244
N/A
 N/A
 
Oak CrestMHAustinTX654
—
76.3%
(1) 
99.1% 
Pecan BranchMHGeorgetownTX229
—
78.6%
(1) 
49.3%
(1) 
Pine TraceMHHoustonTX680
—
98.4% 98.8% 
River RanchMHAustinTX848
—
98.5% 99.3% 
River Ridge EstatesMHAustinTX515
—
99.4% 99.2% 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
Pine TraceMHHoustonTX680 — 98.5 %98.4 %
River RanchMHAustinTX848 — 97.6 %98.5 %
River Ridge EstatesMHAustinTX515 — 99.2 %99.4 %
SaddlebrookMHSan MarcosTX562 — 99.1 %97.9 %
Sandy LakeMHCarrolltonTX54 — 100.0 %98.1 %
Sandy Lake RV Resort(2)
RVCarrolltonTX155 65 100.0 %100.0 %
StonebridgeMHSan AntonioTX335 — 99.1 %96.7 %
Summit RidgeMHConverseTX446 — 99.1 %96.2 %
Sunset RidgeMHKyleTX171 — 97.1 %98.2 %
Travelers WorldMHSan AntonioTX8 — 100.0 %100.0 %
Travelers World RV Resort(2)
RVSan AntonioTX22 133 100.0 %100.0 %
Treetops RV Resort(2)
RVArlingtonTX70 104 100.0 %100.0 %
Woodlake TrailsMHSan AntonioTX316 — 90.5 %(1)82.0 %(1)
Texas Total7,766 1,810 97.5 %92.0 %
SOUTHEAST
Florida
Arbor Terrace RV Park(2)
RVBrandentonFL250 111 100.0 %100.0 %
Ariana VillageMHLakelandFL207 — 98.6 %98.6 %
Bahia Vista EstatesMHSarasotaFL251 — 99.6 %99.6 %
Baker Acres RV Resort(2)
RVZephyrhillsFL281 71 100.0 %100.0 %
Big Tree RV Resort(2)
RVArcadiaFL344 67 100.0 %100.0 %
Blue Heron PinesMHPunta GordaFL408 — 98.3 %97.1 %
Blue JayMHDade CityFL206 — 99.5 %99.5 %
Blue Jay RV Resort(2)
RVDade CityFL32 21 100.0 %100.0 %
Blueberry Hill(2)
RVBushnellFL310 95 100.0 %100.0 %
Brentwood EstatesMHHudsonFL191 — 98.4 %99.0 %
Buttonwood BayMHSebringFL407 — 99.0 %99.5 %
Buttonwood Bay RV Resort(2)
RVSebringFL361 171 100.0 %100.0 %
Candlelight ManorMHSouth DaytonaFL128 — 99.2 %96.1 %
Carriage CoveMHSanfordFL467 — 100.0 %99.6 %
Central ParkMHHaines CityFL114 — 90.4 %90.3 %
Central Park Resort RV Resort(2)
RVHaines CityFL193 171 100.0 %100.0 %
Citrus Hill RV Resort(2)
RVDade CityFL134 48 100.0 %100.0 %
Club Naples(2)
RVNaplesFL219 85 100.0 %100.0 %
Club WildwoodMHHudsonFL478 — 100.0 %99.8 %
Colony in the WoodMHPort OrangeFL383 — 99.0 %98.4 %
Compass RV Resort(2)
RVSt. AugustineFL— 175 N/AN/A
Country SquireMHPaisleyFL97 — 99.0 %97.9 %
Country Squire RV Resort(2)
RVPaisleyFL23 2 100.0 %100.0 %
Cypress GreensMHLake AlfredFL259 — 98.5 %98.1 %
Daytona Beach RV Resort(2)
RVPort OrangeFL135 97 100.0 %100.0 %
DeerwoodMHOrlandoFL569 — 98.1 %99.5 %
Dunedin RV Resort(2)
RVDunedinFL194 45 100.0 %100.0 %
Ellenton Gardens RV Resort(2)
RVEllentonFL151 43 100.0 %100.0 %
Emerald CoastMHPanama City BeachFL42 — 95.2 %92.9 %
Emerald Coast RV Resort(2)
RVPanama City BeachFL— 159 100.0 %100.0 %
Fairfield VillageMHOcalaFL293 — 99.7 %98.6 %
Flamingo Lake RV Resort(2)
RVJacksonvilleFL— 422 N/AN/A(4)
Forest ViewMHHomosassaFL300 — 98.7 %98.7 %
Glen HavenMHZephyrhillsFL52 — 100.0 %98.1 %
27
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
SaddlebrookMHSan MarcosTX562
—
97.9% 87.7%
(1) 
Sandy LakeMHCarrolltonTX54
—
98.1% 100.0% 
Sandy Lake RV Resort (2)
RVCarrolltonTX108
112
100.0% 100.0% 
StonebridgeMHSan AntonioTX335
—
96.7% 98.8% 
Summit RidgeMHConverseTX446
—
96.2% 97.3% 
Sunset RidgeMHKyleTX171
—
98.2% 97.7% 
Travelers WorldMHSan AntonioTX8
—
100.0% 100.0% 
Travelers World RV Resort (2)
RVSan AntonioTX24
131
100.0% 100.0% 
Treetops RV Resort (2)
RVArlingtonTX48
126
100.0% 100.0% 
Woodlake TrailsMHSan AntonioTX316
—
82.0%
(1) 
72.2%
(1) 
Texas Total   7,615
1,623
92.0% 92.9% 
          
SOUTHEAST         
Florida         
Arbor Terrace RV Park (2)
RVBrandentonFL227
134
100.0% 100.0% 
Ariana VillageMHLakelandFL207
—
98.6% 97.1% 
Bahia Vista EstatesMHSarasotaFL251
—
99.6% 99.2% 
Baker Acres RV ResortRVZephyrhillsFL279
73
100.0% 100.0% 
Big Tree RV ResortRVArcadiaFL367
44
100.0% 100.0% 
Blue Heron PinesMHPunta GordaFL408
—
97.1% 96.3% 
Blue JayMHDade CityFL206
—
99.5% 98.5% 
Blue Jay RV Resort (2)
RVDade CityFL32
23
100.0% 100.0% 
Blueberry Hill (2)
RVBushnellFL279
126
100.0% 100.0% 
Brentwood EstatesMHHudsonFL191
—
99.0% 97.9% 
Buttonwood BayMHSebringFL407
—
99.5% 99.8% 
Buttonwood Bay RV ResortRVSebringFL365
167
100.0% 100.0% 
Candlelight ManorMHSouth DaytonaFL128
—
96.1% 94.5% 
Carriage CoveMHSanfordFL467
—
99.6% 99.1% 
Central ParkMHHaines CityFL113
—
90.3% 92.6% 
Central Park Resort RV Resort (2)
RVHaines CityFL187
178
100.0% 100.0% 
Citrus Hill RV Resort (2)
RVDade CityFL136
46
100.0% 100.0% 
Club Naples (2)
RVNaplesFL234
70
100.0% 100.0% 
Club WildwoodMHHudsonFL478
—
99.8% 98.5% 
Colony in the WoodMHPort OrangeFL383
—
98.4% 97.7% 
Compass RV Resort (2)
RVSt. AugustineFL—
175
N/A
 N/A
 
Country SquireMHPaisleyFL97
—
97.9% 90.7% 
Country Squire RV Resort (2)
RVPaisleyFL25
—
100.0% 100.0% 
Cypress GreensMHLake AlfredFL259
—
98.1% 96.5% 
Daytona Beach RV Resort (2)
RVPort OrangeFL150
82
100.0% 100.0% 
DeerwoodMHOrlandoFL569
—
99.5% 98.9% 
Dunedin RV Resort (2)
RVDunedinFL195
44
100.0% 100.0% 
Ellenton Gardens RV Resort (2)
RVEllentonFL146
48
100.0% 100.0% 
Emerald CoastMHPanama City BeachFL42
—
92.9% 88.1% 
Emerald Coast RV Resort (2)
RVPanama City BeachFL4
155
100.0% 100.0% 
Fairfield VillageMHOcalaFL293
—
98.6% 98.3% 
Forest ViewMHHomosassaFL300
—
98.7% 97.0% 
Glen HavenMHZephyrhillsFL52
—
98.1% 100.0% 
Glen Haven RV Resort (2)
RVZephyrhillsFL161
57
100.0% 100.0% 
GoldcoasterMHHomesteadFL522
—
99.8% 94.9% 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
Glen Haven RV Resort(2)
RVZephyrhillsFL165 53 100.0 %100.0 %
GoldcoasterMHHomesteadFL527 — 99.6 %99.8 %
Goldcoaster RV Resort(2)
RVHomesteadFL9 9 100.0 %100.0 %
Grand BayMHDunedinFL134 — 100.0 %99.3 %
Grand Lakes RV Resort(2)
RVCitraFL304 104 100.0 %100.0 %
Grove Ridge RV Resort(2)
RVDade CityFL163 83 100.0 %100.0 %
Groves RV Resort(2)
RVFort MyersFL234 35 100.0 %100.0 %
Gulfstream HarborMHOrlandoFL974 — 99.6 %99.2 %
Hacienda Del RioMHEdgewaterFL730 — 98.8 %98.9 %
Hidden River RV Resort(2)
RVRiverviewFL188 125 100.0 %100.0 %
Holly Forest EstatesMHHolly HillFL402 — 100.0 %100.0 %
Homosassa River RV Resort(2)
RVHomosassa SpringsFL126 98 100.0 %100.0 %
Horseshoe Cove RV Resort(2)
RVBradentonFL340 136 100.0 %100.0 %
Indian Creek ParkMHFt. Myers BeachFL353 — 100.0 %99.7 %
Indian Creek RV Park(2)
RVFt. Myers BeachFL957 120 100.0 %100.0 %
Island LakesMHMerrit IslandFL301 — 100.0 %100.0 %
King’s LakeMHDeBaryFL245 — 100.0 %100.0 %
Kings ManorMHLakelandFL239 — 96.7 %95.8 %
King’s PointeMHLake AlfredFL226 — 99.6 %98.7 %
Kissimmee GardensMHKissimmeeFL239 — 100.0 %100.0 %
Kissimmee SouthMHDavenportFL142 — 90.8 %91.5 %
Kissimmee South RV Resort(2)
RVDavenportFL130 71 100.0 %100.0 %
La Costa VillageMHPort OrangeFL658 — 100.0 %100.0 %
Lake Josephine RV Resort(2)
RVSebringFL120 58 100.0 %100.0 %
Lake Juliana LandingsMHAuburndaleFL274 — 98.2 %98.2 %
Lake Pointe VillageMHMulberryFL362 — 99.4 %99.4 %
Lake San Marino RV Park(2)
RVNaplesFL244 163 100.0 %100.0 %
Lakeland RV Resort(2)
RVLakelandFL202 29 100.0 %100.0 %
Lakeshore LandingsMHOrlandoFL306 — 100.0 %99.3 %
Lakeshore VillasMHTampaFL280 — 98.6 %99.6 %
LamplighterMHPort OrangeFL259 — 100.0 %99.2 %
Majestic Oaks RV Resort(2)
RVZephyrhillsFL219 35 100.0 %100.0 %
Marco Naples RV Resort(2)
RVNaplesFL187 114 100.0 %100.0 %
Meadowbrook VillageMHTampaFL257 — 100.0 %100.0 %
Mill CreekMHKissimmeeFL34 — 88.2 %91.2 %
Mill Creek RV Resort(2)
RVKissimmeeFL136 20 100.0 %100.0 %
Mouse Mountain ResortMHDavenportFL44 — 97.7 %N/A(4)
Mouse Mountain RV Resort(2)
RVDavenportFL116 144 100.0 %N/A(4)
Naples RV Resort(2)
RVNaplesFL106 61 100.0 %100.0 %
New RanchMHClearwaterFL94 — 97.9 %97.9 %
North Lake Estates(2)
RVMoor HavenFL191 81 100.0 %100.0 %
Oakview EstatesMHArcatiaFL119 — 100.0 %100.0 %
Ocean BreezeMHMarathonFL47 — 31.9 %(1)(5)8.5 %(1)(5)
Ocean Breeze RV ResortRVMarathonFL— — — %(5)— %(5)
Ocean Breeze - Jensen BeachMHJensen BeachFL284 — 73.6 %(1)76.2 %(1)
Ocean Breeze - Jensen Beach RV Resort(2)
RVJensen BeachFL95 110 100.0 %100.0 %
Orange CityMHOrange CityFL4 — 100.0 %100.0 %
Orange City RV Resort(2)
RVOrange CityFL409 112 100.0 %100.0 %
Orange Tree VillageMHOrange CityFL246 — 99.2 %100.0 %
Paddock Park SouthMHOcalaFL188 — 79.8 %79.3 %
Palm Key VillageMHDavenportFL204 — 100.0 %100.0 %
28
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
Goldcoaster RV Resort (2)
RVHomesteadFL11
12
100.0% 100.0% 
Grand BayMHDunedinFL135
—
99.3% 98.5% 
Grand Lakes RV Resort (2)
RVCitraFL319
90
100.0% 100.0% 
Grove Ridge RV Resort (2)
RVDade CityFL161
85
100.0% 100.0% 
Groves RV Resort (2)
RVFort MyersFL236
33
100.0% 100.0% 
Gulfstream HarborMHOrlandoFL974
—
99.2% 97.5% 
Hacienda Del RioMHEdgewaterFL730
—
98.9% N/A
(5) 
Hidden River RV Resort (2)
RVRiverviewFL185
128
98.6% 100.0% 
Holly Forest EstatesMHHolly HillFL402
—
100.0% 100.0% 
Homosassa River RV Resort (2)
RVHomosassa SpringsFL104
120
100.0% 100.0% 
Horseshoe Cove RV Resort (2)
RVBradentonFL340
136
100.0% 100.0% 
Indian Creek ParkMHFt. Myers BeachFL353
—
99.7% 100.0% 
Indian Creek RV Park (2)
RVFt. Myers BeachFL975
102
100.0% 100.0% 
Island LakesMHMerrit IslandFL301
—
100.0% 99.7% 
King’s LakeMHDeBaryFL245
—
100.0% 100.0% 
Kings ManorMHLakelandFL239
—
95.8% 92.5% 
King’s PointeMHLake AlfredFL226
—
98.7% 99.6% 
Kissimmee GardensMHKissimmeeFL239
—
100.0% 99.6% 
Kissimmee SouthMHDavenportFL142
—
91.5% 90.1% 
Kissimmee South RV Resort (2)
RVDavenportFL112
89
100.0% 100.0% 
La Costa VillageMHPort OrangeFL658
—
100.0% 99.8% 
Lake Josephine RV Resort (2)
RVSebringFL111
67
100.0% 100.0% 
Lake Juliana LandingsMHAuburndaleFL274
—
98.2% 98.2% 
Lake Pointe VillageMHMulberryFL362
—
99.4% 99.2% 
Lake San Marino RV Park (2)
RVNaplesFL264
143
100.0% 100.0% 
Lakeland RV Resort (2)
RVLakelandFL196
35
100.0% 100.0% 
Lakeshore LandingsMHOrlandoFL306
—
99.3% 99.3% 
Lakeshore VillasMHTampaFL280
—
99.6% 98.6% 
LamplighterMHPort OrangeFL260
—
99.2% 96.5% 
Majestic Oaks RV Resort (2)
RVZephyrhillsFL207
47
100.0% 100.0% 
Marco Naples RV Resort (2)
RVNaplesFL221
80
100.0% 100.0% 
Meadowbrook VillageMHTampaFL257
—
100.0% 100.0% 
Mill CreekMHKissimmeeFL34
—
91.2% 96.9% 
Mill Creek RV Resort (2)
RVKissimmeeFL133
23
100.0% 100.0% 
Naples RV Resort (2)
RVNaplesFL108
59
100.0% 100.0% 
New RanchMHClearwaterFL94
—
97.9% 97.9% 
North Lake Estates (2)
RVMoor HavenFL209
63
100.0% 100.0% 
Oakview EstatesMHArcatiaFL119
—
100.0% 99.2% 
Ocean BreezeMHMarathonFL47
—
8.5%
(1) 
—%
(4) 
Ocean Breeze RV ResortRVMarathonFL—
—
—% —%
(4) 
Ocean Breeze - Jensen BeachMHJensen BeachFL244
—
76.2%
(1) 
64.0%
(1) 
Ocean Breeze - Jensen Beach RV Resort (2)
RVJensen BeachFL77
168
100.0% 100.0% 
Orange CityMHOrange CityFL4
—
100.0% 100.0% 
Orange City RV Resort (2)
RVOrange CityFL345
176
100.0% 100.0% 
Orange Tree VillageMHOrange CityFL246
—
100.0% 99.6% 
Paddock Park SouthMHOcalaFL188
—
79.3% 78.7% 
Palm Key VillageMHDavenportFL204
—
100.0% 99.5% 
Palm VillageMHBradentonFL146
—
100.0% 97.9% 
Park PlaceMHSebastianFL475
—
94.9% 94.7% 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
Palm VillageMHBradentonFL146 — 100.0 %100.0 %
Park PlaceMHSebastianFL475 — 96.2 %94.9 %
Park RoyaleMHPinellas ParkFL309 — 100.0 %100.0 %
Pecan Park RV Resort(2)
RVJacksonvilleFL45 296 100.0 %100.0 %
Pelican BayMHMiccoFL216 — 99.1 %98.6 %
Pelican RV Resort & Marina(2)
RVMarathonFL62 23 100.0 %100.0 %
Pleasant Lake RV Resort(2)
RVJacksonvilleFL292 49 100.0 %100.0 %
RainbowMHFrostproofFL37 — 100.0 %100.0 %
Rainbow RV Resort(2)
RVFrostproofFL401 61 100.0 %100.0 %
Rainbow Village of Largo(2)
RVLargoFL251 58 100.0 %100.0 %
Rainbow Village of Zephyrhills(2)
RVZephyrhillsFL344 38 100.0 %100.0 %
Red OaksMHBushnellFL103 — 93.2 %92.2 %
Red Oaks RV Resort(2)
RVBushnellFL507 410 100.0 %100.0 %
Regency HeightsMHClearwaterFL391 — 99.0 %98.2 %
Riptide RV Resort & Marina(2)
RVKey LargoFL21 17 100.0 %100.0 %
Riverside ClubMHRuskinFL728 — 86.4 %84.2 %
Rock Crusher Canyon RV Resort(2)
RVCrystal RiverFL202 193 100.0 %100.0 %
Royal CountryMHMiamiFL864 — 99.9 %99.9 %
Royal Palm VillageMHHaines CityFL395 — 86.1 %84.3 %
Saddle Oak ClubMHOcalaFL376 — 99.7 %99.7 %
San Pedro MarinaMHIslamoradaFL— — — %(5)— %(5)
San Pedro RV Resort & Marina(2)
RVIslamoradaFL— — — %(5)— %(5)
Saralake EstatesMHSarasotaFL202 — 99.5 %100.0 %
Savanna ClubMHPort St. LucieFL1,069 — 98.5 %98.4 %
SeabreezeMHIslamoradaFL— — — %(5)— %(5)
Seabreeze RV Resort(2)
RVIslamoradaFL— — — %(5)— %(5)
SerendipityMHNorth Fort MyersFL338 — 97.9 %97.9 %
Settler's Rest RV Resort(2)
RVZephyrhillsFL296 82 100.0 %100.0 %
Shadow Wood VillageMHHudsonFL215 — 87.0 %(1)73.0 %(1)
Shady Road VillasMHOcalaFL130 — 85.4 %70.0 %
Shell Creek MarinaMHPunta GordaFL54 — 98.1 %98.1 %
Shell Creek RV Resort & Marina(2)
RVPunta GordaFL150 35 100.0 %100.0 %
Siesta Bay RV Park(2)
RVFort MyersFL738 59 100.0 %100.0 %
Southern CharmMHZephyrhillsFL1 — 100.0 %100.0 %
Southern Charm RV Resort(2)
RVZephyrhillsFL400 96 100.0 %100.0 %
Southern PinesMHBradentonFL107 — 96.3 %97.2 %
Southport Springs Golf & Country ClubMHZephyrhillsFL547 — 99.3 %98.9 %
Spanish MainMHThontosassaFL56 — 87.5 %87.5 %
Spanish Main RV Resort(2)
RVThontosassaFL235 44 100.0 %100.0 %
StonebrookMHHomosassaFL215 — 93.5 %92.1 %
Sun N Fun RV Resort(2)
RVSarasotaFL1,026 493 100.0 %100.0 %
Suncoast GatewayMHPort RicheyFL173 — 98.8 %98.8 %
SundanceMHZephyrhillsFL332 — 100.0 %100.0 %
Sunlake EstatesMHGrand IslandFL408 — 97.1 %96.1 %
Sunset Harbor at Cow Key MarinaMHKey WestFL77 — 98.7 %98.7 %
Sweetwater RV Resort(2)
RVZephyrhillsFL207 84 100.0 %100.0 %
Tallowwood IsleMHCoconut CreekFL274 — 95.6 %95.6 %
Tampa EastMHDoverFL31 — 100.0 %100.0 %
Tampa East RV Resort(2)
RVDoverFL502 167 100.0 %100.0 %
The Hamptons Golf & Country ClubMHAuburndaleFL829 — 99.0 %98.6 %
The HideawayMHKey WestFL13 — 92.3 %84.6 %
29
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
Park RoyaleMHPinellas ParkFL309
—
100.0% 99.7% 
Pecan Park RV Resort (2)
RVJacksonvilleFL15
226
N/A
 N/A
 
Pelican BayMHMiccoFL216
—
98.6% 99.5% 
Pelican RV Resort & Marina (2)
RVMarathonFL71
15
100.0% 100.0% 
Plantation LandingsMHHaines CityFL394
—
99.2% 99.2% 
Pleasant Lake RV Resort (2)
RVJacksonvilleFL281
60
100.0% 100.0% 
RainbowMHFrostproofFL37
—
100.0% 100.0% 
Rainbow RV Resort (2)
RVFrostproofFL396
66
100.0% 100.0% 
Rainbow Village of Largo (2)
RVLargoFL267
42
100.0% 100.0% 
Rainbow Village of Zephyrhills (2)
RVZephyrhillsFL334
48
100.0% 100.0% 
Red OaksMHBushnellFL103
—
92.2% 92.2% 
Red Oaks RV Resort (2)
RVBushnellFL502
415
100.0% 100.0% 
Regency HeightsMHClearwaterFL391
—
98.2% 97.4% 
Riptide RV Resort & Marina (2)
RVKey LargoFL23
17
100.0% 100.0% 
Riverside ClubMHRuskinFL728
—
84.2% 82.6% 
Rock Crusher Canyon RV Resort (2)
RVCrystal RiverFL169
226
100.0% 100.0% 
Royal CountryMHMiamiFL864
—
99.9% 99.8% 
Royal Palm VillageMHHaines CityFL395
—
84.3% 86.1% 
Saddle Oak ClubMHOcalaFL376
—
99.7% 99.5% 
San Pedro MarinaMHIslamoradaFL—
—
—% —%
(4) 
San Pedro RV Resort & MarinaRVIslamoradaFL—
—
—% —%
(4) 
Saralake EstatesMHSarasotaFL202
—
100.0% 100.0% 
Savanna ClubMHPort St. LucieFL1,069
—
98.4% 98.0% 
SeabreezeMHIslamoradaFL—
—
—% —%
(4) 
Seabreeze RV ResortRVIslamoradaFL—
—
—% —%
(4) 
SerendipityMHNorth Fort MyersFL338
—
97.9% 97.0% 
Settler's Rest RV Resort (2)
RVZephyrhillsFL303
75
100.0% 100.0% 
Shadow Wood VillageMHHudsonFL215
—
73.0%
(1) 
99.4% 
Shady Road VillasMHOcalaFL130
—
70.0% 61.5% 
Shell Creek MarinaMHPunta GordaFL54
—
98.1% 100.0% 
Shell Creek RV Resort & Marina (2)
RVPunta GordaFL154
31
100.0% 100.0% 
Siesta Bay RV Park (2)
RVFort MyersFL738
59
100.0% 100.0% 
Southern CharmMHZephyrhillsFL1
—
100.0% 100.0% 
Southern Charm RV ResortRVZephyrhillsFL403
93
100.0% 100.0% 
Southern PinesMHBradentonFL107
—
97.2% 96.3% 
Southport Springs Golf & Country ClubMHZephyrhillsFL547
—
98.9% 98.9% 
Spanish MainMHThontosassaFL56
—
87.5% 91.1% 
Spanish Main RV Resort (2)
RVThontosassaFL235
44
100.0% 100.0% 
StonebrookMHHomosassaFL215
—
92.1% 92.1% 
Sun N Fun RV Resort (2)
RVSarasotaFL1,018
501
100.0% 100.0% 
Suncoast GatewayMHPort RicheyFL173
—
98.8% 98.8% 
SundanceMHZephyrhillsFL332
—
100.0% 99.7% 
Sunlake EstatesMHGrand IslandFL408
—
96.1% 94.7% 
Sunset Harbor at Cow Key MarinaMHKey WestFL77
—
98.7% 98.7% 
Sweetwater RV Resort (2)
RVZephyrhillsFL212
79
100.0% 100.0% 
Tallowwood IsleMHCoconut CreekFL273
—
95.6% 95.2% 
Tampa EastMHDoverFL31
—
100.0% 96.8% 
Tampa East RV Resort (2)
RVDoverFL434
235
100.0% 100.0% 
The Hamptons Golf & Country ClubMHAuburndaleFL829
—
98.6% 98.4% 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
The HillsMHApopkaFL97 — 100.0 %100.0 %
The Landings at Lake HenryMHHaines CityFL394 — 99.7 %99.2 %
The RidgeMHDavenportFL481 — 99.4 %99.0 %
The ValleyMHApopkaFL148 — 100.0 %100.0 %
Three Lakes(2)
RVHudsonFL245 62 100.0 %100.0 %
Vista del LagoMHBradentonFL136 — 99.3 %97.8 %
Vista del Lago RV Resort(2)
RVBradentonFL35 5 100.0 %100.0 %
Vizcaya LakesMHPort CharlotteFL108 — 92.6 %91.7 %
Walden WoodsMHHomosassaFL213 — 100.0 %100.0 %
Walden Woods IIMHHomosassaFL213 — 100.0 %99.1 %
Water Oak Country Club EstatesMHLady LakeFL1,310 — 93.6 %91.9 %(1)
Waters Edge RV Resort(2)
RVZephyrhillsFL141 76 100.0 %100.0 %
Westside RidgeMHAuburndaleFL219 — 99.1 %99.5 %
Windmill VillageMHDavenportFL509 — 99.6 %99.6 %
Woodlands at Church LakeMHGrovelandFL291 — 81.8 %78.4 %
Woodsmoke Camping Resort(2)
RVFort MyersFL181 119 100.0 %N/A(4)
Florida Total39,803 6,011 98.1 %97.7 %
SOUTHWEST
California
49'er Village RV Resort(2)
RVPlymouthCA61 266 100.0 %100.0 %
Alta LagunaMHRancho CucamongaCA296 — 99.7 %99.3 %
Caliente SandsMHCathedral CityCA118 — 98.3 %98.3 %
Cava Robles RV Resort(2)
RVPaso RoblesCA— 332 N/AN/A
Chula Vista RV Resort(2)
RVSan DiegoCA— 237 N/AN/A
El Capitan Canyon(2)
RVGoletaCA— 163 N/AN/A(4)
Friendly Village of La HabraMHLa HabraCA330 — 100.0 %99.7 %
Friendly Village of ModestoMHModestoCA289 — 99.0 %98.6 %
Friendly Village of SimiMHSimi ValleyCA222 — 100.0 %100.0 %
Friendly Village of West CovinaMHWest CovinaCA157 — 100.0 %100.0 %
Forest SpringsMHGrass ValleyCA373 86.6 %(1)N/A(4)
HeritageMHTemeculaCA196 — 99.5 %100.0 %
Indian Wells RV Resort(2)
RVIndioCA163 175 100.0 %100.0 %
Jellystone Park™ at Tower Park(2)
RVLodiCA— 360 N/AN/A
LakefrontMHLakesideCA295 — 100.0 %100.0 %
Lakeview Mobile EstatesMHYucaipaCA296 — 100.0 %N/A(4)
Lazy J RanchMHArcataCA220 — 99.5 %98.6 %
Lemon WoodMHVenturaCA231 — 99.1 %99.6 %
Napa ValleyMHNapaCA257 — 99.6 %100.0 %
Oak CreekMHCoarsegoldCA198 — 100.0 %98.0 %
Ocean Mesa(2)
RVGoletaCA— 104 N/AN/A(4)
Ocean WestMHMcKinleyvilleCA130 — 99.2 %99.2 %
Palos Verdes Shores MH & Golf CommunityMHSan PedroCA242 — 100.0 %100.0 %
Pembroke DownsMHChinoCA163 — 100.0 %100.0 %
Pismo Dunes RV Resort(2)
RVPismo BeachCA330 1 100.0 %100.0 %
Rancho AlipazMHSan Juan CapistranoCA132 — 100.0 %100.0 %
Rancho CaballeroMHRiversideCA303 — 100.0 %100.0 %
Royal PalmsMHCathedral CityCA439 — 97.7 %95.7 %
Royal Palms RV Resort(2)
RVCathedral CityCA38 — 100.0 %100.0 %
The ColonyMHOxnardCA150 — 100.0 %100.0 %
The Sands RV & Golf Resort(2)
RVDesert Hot SpringsCA254 260 100.0 %100.0 %
30
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
The HideawayMHKey WestFL13
—
84.6% 92.3% 
The HillsMHApopkaFL97
—
100.0% 99.0% 
The RidgeMHDavenportFL481
—
99.0% 99.2% 
The ValleyMHApopkaFL148
—
100.0% 100.0% 
Three Lakes (2)
RVHudsonFL237
70
100.0% 100.0% 
Vista del LagoMHBradentonFL136
—
97.8% 96.3% 
Vista del Lago RV Resort (2)
RVBradentonFL32
8
100.0% 100.0% 
Vizcaya LakesMHPort CharlotteFL108
—
91.7% 86.7% 
Walden WoodsMHHomosassaFL213
—
100.0% 100.0% 
Walden Woods IIMHHomosassaFL213
—
99.1% 99.1% 
Water Oak Country Club EstatesMHLady LakeFL1,310
—
91.9%
(1 
) 
89.5%
(1) 
Waters Edge RV Resort (2)
RVZephyrhillsFL140
77
100.0% 100.0% 
Westside RidgeMHAuburndaleFL219
—
99.5% 99.1% 
Windmill VillageMHDavenportFL509
—
99.6% 98.8% 
Woodlands at Church LakeMHGrovelandFL291
—
78.4% 73.9% 
Florida Total   39,230
5,465
97.7% 97.3% 
          
SOUTHWEST         
California         
49'er Village RV Resort (2)
RVPlymouthCA51
275
100.0% 100.0% 
Alta LagunaMHRancho CucamongaCA296
—
99.3% 99.7% 
Caliente SandsMHCathedral CityCA118
—
98.3% 99.2% 
Cava Robles RV Resort (2)
RVPaso RoblesCA—
332
N/A
 N/A
 
Chula Vista RV Resort (2)
RVSan DiegoCA—
237
N/A
 N/A
 
Friendly Village of La HabraMHLa HabraCA330
—
99.7% 99.7% 
Friendly Village of ModestoMHModestoCA289
—
98.6% 97.2% 
Friendly Village of SimiMHSimi ValleyCA222
—
100.0% 100.0% 
Friendly Village of West CovinaMHWest CovinaCA157
—
100.0% 100.0% 
HeritageMHTemeculaCA196
—
100.0% 100.0% 
Indian Wells RV Resort (2)
RVIndioCA158
144
100.0% 100.0% 
Jellystone Park™ at Tower Park (2)
RVLodiCA—
360
N/A
 N/A
 
LakefrontMHLakesideCA295
—
100.0% 99.7% 
Lazy J RanchMHArcataCA220
—
98.6% 99.1% 
Lemon WoodMHVenturaCA231
—
99.6% 100.0% 
Napa ValleyMHNapaCA257
—
100.0% 100.0% 
Oak CreekMHCoarsegoldCA198
—
98.0% 97.0% 
Ocean WestMHMcKinleyvilleCA130
—
99.2% 97.7% 
Palos Verdes Shores MH & Golf CommunityMHSan PedroCA242
—
100.0% 100.0% 
Pembroke DownsMHChinoCA163
—
100.0% 100.0% 
Pismo Dunes RV Resort (2)
RVPismo BeachCA330
1
100.0% 100.0% 
Rancho AlipazMHSan Juan CapistranoCA132
—
100.0% 99.2% 
Rancho CaballeroMHRiversideCA303
—
100.0% 99.7% 
Royal PalmsMHCathedral CityCA439
—
95.7% 99.6% 
Royal Palms RV ResortRVCathedral CityCA38
—
100.0% 100.0% 
The ColonyMHOxnardCA150
—
100.0% 100.0% 
The Sands RV & Golf Resort (2)
RVDesert Hot SpringsCA244
270
100.0% 100.0% 
VallecitoMHNewbury ParkCA303
—
100.0% 100.0% 
Victor VillaMHVictorvilleCA287
—
99.0% 99.0% 
Vines RV Resort (2)
RVPaso RoblesCA—
130
N/A
 N/A
 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
VallecitoMHNewbury ParkCA303 — 100.0 %100.0 %
Victor VillaMHVictorvilleCA287 — 100.0 %99.0 %
Vines RV Resort(2)
RVPaso RoblesCA— 130 N/AN/A
Vista del LagoMHScotts ValleyCA202 — 99.5 %100.0 %
Wine Country RV Resort(2)
RVPaso RoblesCA— 203 N/AN/A
California Total6,675 2,231 98.9 %99.3 %
Arizona
Blue StarMHApache JunctionAZ4 — 100.0 %N/A
Blue Star(2)
RVApache JunctionAZ88 57 100.0 %N/A
Brentwood WestMHMesaAZ350 — 99.1 %99.1 %
Buena VistaMHBuckeyeAZ400 — 84.8 %75.5 %
Desert HarborMHApache JunctionAZ205 — 100.0 %99.5 %
Fiesta VillageMHMesaAZ153 — 83.0 %85.1 %
Fiesta Village RV Resort(2)
RVMesaAZ7 4 100.0 %100.0 %
La Casa BlancaMHApache JunctionAZ198 — 100.0 %100.0 %
Leaf Verde RV Resort(2)
RVBuckeyeAZ30 347 100.0 %N/A
Lost DutchmanMHApache JunctionAZ177 — 98.9 %96.6 %
Lost Dutchman RV Resort(2)
RVApache JunctionAZ7 42 100.0 %100.0 %
Mountain ViewMHMesaAZ170 — 98.8 %97.6 %
Palm Creek GolfMHCasa GrandeAZ506 — 66.6 %(1)60.7 %(1)
Palm Creek Golf & RV Resort(2)
RVCasa GrandeAZ948 887 100.0 %100.0 %
Rancho MirageMHApache JunctionAZ312 — 100.0 %100.0 %
Reserve at Fox CreekMHBullhead CityAZ311 — 99.7 %99.0 %
Sun ValleyMHApache JunctionAZ268 — 97.4 %95.9 %
Verde PlazaMHTucsonAZ189 — 88.4 %87.8 %
Arizona Total4,323 1,337 93.2 %91.3 %
Colorado
Cave CreekMHEvansCO447 — 99.3 %98.9 %
Eagle CrestMHFirestoneCO441 — 99.5 %99.5 %
Jellystone Park™ at Larkspur(2)
RVLakespurCO— 536 N/AN/A
North Point EstatesMHPuebloCO108 — 100.0 %99.1 %
River Run RanchMHGranbyCO36 — 55.6 %(1)2.8 %(1)
River Run Ranch RV Resort(2)
RVGranbyCO— 426 N/AN/A
SkylineMHFort CollinsCO170 — 99.4 %97.6 %
Smith Creek CrossingMHGranbyCO82 — 42.7 %(1)5.8 %(1)
Swan Meadow VillageMHDillonCO175 — 99.4 %100.0 %
The Grove at Alta RidgeMHThorntonCO409 — 100.0 %99.5 %
Timber RidgeMHFort CollinsCO585 — 99.5 %99.5 %
Colorado Total2,453 962 97.0 %95.8 %
NORTHEAST
Connecticut
BeechwoodMHKillingworthCT297 — 97.3 %98.7 %
Cedar SpringsMHSouthingtonCT190 — 93.2 %90.0 %
Forest HillMHSouthingtonCT188 — 98.4 %97.9 %
Grove BeachMHWestbrookCT136 — 98.5 %97.8 %
HillcrestMHUncasvilleCT208 — 99.5 %98.1 %
LakesideMHTerryvilleCT76 — 97.4 %93.4 %
Lakeview CTMHDanburyCT179 — 90.5 %86.6 %
31
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
Vista del LagoMHScotts ValleyCA202
—
100.0% 100.0% 
Wine Country RV Resort (2)
RVPaso RoblesCA—
203
N/A
 N/A
 
California Total   5,981
1,952
99.3% 99.3% 
          
Arizona         
Blue Star / Lost DutchmanMHApache JunctionAZ175
—
96.6% 95.9% 
Blue Star / Lost Dutchman RV Resort (2)
RVApache JunctionAZ97
103
100.0% 100.0% 
Brentwood WestMHMesaAZ350
—
99.1% 98.9% 
Buena VistaMHBuckeyeAZ400
—
75.5% N/A
(5) 
Desert HarborMHApache JunctionAZ205
—
99.5% 99.5% 
Fiesta VillageMHMesaAZ154
—
85.1% 83.8% 
Fiesta Village RV Resort (2)
RVMesaAZ2
8
100.0% 100.0% 
La Casa BlancaMHApache JunctionAZ198
—
100.0% 100.0% 
Leaf Verde RV Resort (2)
RVBuckeyeAZ—
377
N/A
 N/A
 
Mountain ViewMHMesaAZ170
—
97.6% 99.4% 
Palm Creek GolfMHCasa GrandeAZ506
—
60.7%
(1) 
57.0%
(1) 
Palm Creek Golf & RV Resort (2)
RVCasa GrandeAZ926
909
100.0% 100.0% 
Rancho MirageMHApache JunctionAZ312
—
100.0% 100.0% 
Reserve at Fox CreekMHBullhead CityAZ311
—
99.0% 97.7% 
Sun ValleyMHApache JunctionAZ268
—
95.9% 94.0% 
Verde PlazaMHTucsonAZ189
—
87.8% 93.1% 
Arizona Total   4,263
1,397
91.3% 92.4% 
          
Colorado         
Cave CreekMHEvansCO447
—
98.9% 98.7% 
Eagle CrestMHFirestoneCO441
—
99.5% 99.8% 
Jellystone Park™ at Larkspur (2)
RVLakespurCO—
—
N/A
 N/A
 
North Point EstatesMHPuebloCO108
—
99.1% 97.2% 
River Run RanchMHGranbyCO36
—
2.8%
(1) 
—% 
River Run Ranch RV Resort (2)
RVGranbyCO—
291
N/A
 N/A
 
SkylineMHFort CollinsCO170
—
97.6% 100.0% 
Smith Creek CrossingMHGranbyCO52
—
5.8%
(1) 
—% 
Swan Meadow VillageMHDillonCO175
—
100.0% 99.4% 
The Grove at Alta RidgeMHThorntonCO409
—
99.5% 99.5% 
Timber RidgeMHFort CollinsCO585
—
99.5% 99.7% 
Colorado Total   2,423
291
95.8% 99.4% 
          
OTHER         
Pandion Ridge RV Resort (2)
RVOrange BeachAL—
142
N/A
 N/A
 
BeechwoodMHKillingworthCT297
—
98.7% N/A
(5) 
Cedar SpringsMHSouthingtonCT190
—
90.0% N/A
(5) 
Forest HillMHSouthingtonCT188
—
97.9% N/A
(5) 
Grove BeachMHWestbrookCT136
—
97.8% N/A
(5) 
HillcrestMHUncasvilleCT208
—
98.1% N/A
(5) 
LakesideMHTerryvilleCT76
—
93.4% N/A
(5) 
Lakeview CTMHDanburyCT179
—
86.6% N/A
(5) 
Laurel HeightsMHUncasvilleCT49
—
98.0% N/A
(5) 
Marina CoveMHUncasvilleCT25
—
80.0% N/A
(5) 
MillwoodMHUncasvilleCT45
—
—%
(1) 
N/A
(5) 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
Laurel HeightsMHUncasvilleCT49 — 95.9 %98.0 %
Marina CoveMHUncasvilleCT25 — 76.0 %80.0 %
MillwoodMHUncasvilleCT45 — — %(1)— %(1)
New England VillageMHWestbrookCT60 — 100.0 %100.0 %
Oak GroveMHPlainvilleCT45 — 97.8 %100.0 %
Rolling HillsMHStorrsCT200 — 77.5 %79.5 %
Seaport RV Resort(2)
RVOld MysticCT41 108 100.0 %100.0 %
Three GardensMHSouthingtonCT135 — 90.4 %89.6 %
Yankee VillageMHOld SaybrookCT23 — 100.0 %100.0 %
Connecticut Total1,897 108 91.7 %91.1 %
Maine
Augusta VillageMHAugustaME59 — 89.8 %N/A(4)
Birch Hill EstatesMHBangorME376 — 98.7 %N/A(4)
Cedar HavenMHHoldenME155 — 92.9 %N/A(4)
Hancock Heights EstatesMHHancockME113 — 100.0 %N/A(4)
Hid'n Pines RV Resort(2)
RVOld Orchard BeachME76 245 100.0 %100.0 %
Holiday Park EstatesMHBangorME218 — 91.3 %N/A(4)
Maplewood ManorMHBrunswickME296 — 99.3 %98.3 %
MerrymeetingMHBrunswickME43 — 100.0 %100.0 %
Riverside Drive ParkMHAugustaME163 — 85.3 %N/A(4)
Saco / Old Orchard Beach KOA(2)
RVSacoME— 191 N/AN/A
Town & Country VillageMHLisbonME144 — 98.6 %97.9 %
Wagon Wheel RV Resort & Campground(2)
RVOld Orchard BeachME232 54 100.0 %100.0 %
Wild Acres RV Resort & Campground(2)
RVOld Orchard BeachME315 315 100.0 %100.0 %
Maine Total2,190 805 96.8 %99.3 %
New Hampshire
Brook RidgeMHHooksettNH91 — 100.0 %100.0 %
CrestwoodMHConcordNH320 — 98.8 %98.4 %
Farmwood VillageMHDoverNH159 — 100.0 %98.7 %
Glen Ellis Family Campground(2)
RVGlenNH29 249 100.0 %100.0 %
Hannah VillageMHLebanonNH81 — 100.0 %100.0 %
HemlocksMHTiltonNH103 — 99.0 %99.0 %
Mi-Te-Jo Campground(2)
RVMiltonNH85 140 100.0 %100.0 %
River PinesMHNashuaNH480 — 99.0 %98.8 %
Strafford / Lake Winnipesaukee South KOA(3)
RVStraffordNH— — N/AN/A
Westward Shores Cottages & RV Resort(2)
RVWest OssipeeNH429 71 100.0 %100.0 %
New Hampshire Total1,777 460 99.4 %99.2 %
New Jersey
Big Timber Lake RV Camping Resort(2)
RVCape May Court HouseNJ332 196 100.0 %100.0 %
Cape May CrossingMHCape MayNJ28 — 100.0 %100.0 %
Deep RunMHCream RidgeNJ243 — 100.0 %100.0 %
Driftwood RV Resort & Campground(2)
RVClemontNJ634 73 100.0 %100.0 %
Lake Laurie RV and Camping Resort(2)
RVCape MayNJ407 224 100.0 %100.0 %
Long Beach RV Resort & Campground(2)
RVBarnegatNJ173 41 100.0 %100.0 %
Seashore Campsites & RV Resort(2)
RVCape MayNJ434 241 100.0 %100.0 %
Shady PinesMHGalloway Twp.NJ39 — 100.0 %100.0 %
Shady Pines RV Resort(2)
RVGalloway Twp.NJ57 38 100.0 %100.0 %
32
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
New England VillageMHWestbrookCT60
—
100.0% N/A
(5) 
Oak GroveMHPlainvilleCT45
—
100.0% N/A
(5) 
Rolling HillsMHStorrsCT200
—
79.5% N/A
(5) 
Seaport RV Resort (2)
RVOld MysticCT36
113
100.0% 100.0% 
Three GardensMHSouthingtonCT135
—
89.6% N/A
(5) 
Yankee VillageMHOld SaybrookCT23
—
100.0% N/A
(5) 
High Point ParkMHFredericaDE409
—
97.3% 96.3% 
Leisure Point ResortMHMillsboroDE201
—
90.0% N/A
(5) 
Leisure Point RV Resort (2)
RVMillsboroDE277
24
100.0% —% 
Massey’s Landing RV Resort (2)
RVMillsboroDE—
291
—% —% 
Sea Air VillageMHRehoboth BeachDE373
—
99.2% 100.0% 
Sea Air Village RV Resort (2)
RVRehoboth BeachDE119
15
100.0% 100.0% 
Countryside Village of AtlantaMHLawrencevilleGA261
—
100.0% 87.4%
(1) 
Countryside Village of GwinnettMHBufordGA331
—
99.1% 98.2% 
Countryside Village of Lake LanierMHBufordGA548
—
99.8% 99.5% 
WymberlyMHMartinezGA215
—
99.5% N/A
(5) 
Autumn RidgeMHAnkenyIA413
—
97.1% 96.6% 
Candlelight VillageMHSauk VillageIL309
—
92.2% 93.2% 
Maple BrookMHMattesonIL441
—
99.3% 99.5% 
Oak RidgeMHMantenoIL426
—
95.1% 93.2% 
Sunset Lakes RV Resort (2)
RVHillsdaleIL225
273
100.0% 100.0% 
Wildwood CommunityMHSandwichIL476
—
98.7% 99.2% 
Reunion Lake RV Resort (2)
RVPonchatoulaLA—
201
—% —% 
Campers Haven RV Resort (2)
RVDennisportMA224
41
100.0% 100.0% 
Peter's Pond RV Resort (2)
RVSandwichMA328
78
100.0% 100.0% 
Castaways RV Resort & Campground (2)
RVBerlinMD1
392
100.0% 100.0% 
Fort Whaley RV Resort & Campground (2)
RVWhaleyvilleMD—
183
N/A
 N/A
 
Frontier Town RV Resort & Campground (2)
RVBerlinMD—
685
N/A
 N/A
 
Hyde ParkMHEastonMD240
—
98.3% N/A
(5) 
Jellystone Park™ at Maryland (2)
RVWilliamsportMD—
228
N/A
 N/A
 
Southside LandingMHCambridgeMD96
—
81.3% N/A
(5) 
Hid'n Pines RV Resort (2)
RVOld Orchard BeachME66
255
100.0% N/A
 
Maplewood ManorMHBrunswickME296
—
98.3% 99.7% 
MerrymeetingMHBrunswickME43
—
100.0% 93.0% 
Saco / Old Orchard Beach KOA (2)
RVSacoME—
191
N/A
 N/A
 
Town & Country VillageMHLisbonME144
—
97.9% 95.8% 
Wagon Wheel RV Resort & Campground (2)
RVOld Orchard BeachME237
49
100.0% 100.0% 
Wild Acres RV Resort & Campground (2)
RVOld Orchard BeachME314
316
100.0% 100.0% 
Southern Hills / Northridge PlaceMHStewartvilleMN475
—
98.5% 98.1%
(1) 
Pin Oak ParcMHO'FallonMO502
—
99.2% 98.0% 
SouthforkMHBeltonMO474
—
67.7% 68.6% 
Countryside VillageMHGreat FallsMT226
—
94.7% 97.3% 
Coastal PlantationMHHampsteadNC101
—
100.0% N/A
(5) 
Fort Tatham RV Resort & Campground (2)
RVSylvaNC59
31
100.0% 100.0% 
Glen LaurelMHConcordNC260
—
100.0% 99.2% 
Jellystone Park™ at Golden Valley (2)
RVBosticNC—
182
N/A
 N/A
 
MeadowbrookMHCharlotteNC321
—
100.0% 99.7% 
Brook RidgeMHHooksettNH91
—
100.0% N/A
(5) 
CrestwoodMHConcordNH320
—
98.4% N/A
(5) 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
New Jersey Total2,347 813 100.0 %100.0 %
New York
Adirondack Gateway RV Resort & Campground(2)
RVGansevoortNY318 24 100.0 %100.0 %
CherrywoodMHClintonNY176 — 83.5 %80.7 %
Jellystone Park™ at Birchwood AcresMHGreenfield ParkNY1 — 100.0 %100.0 %
Jellystone Park™ at Birchwood Acres RV Resort(2)
RVGreenfield ParkNY111 193 100.0 %100.0 %
Jellystone Park™ at Gardiner(2)
RVGardinerNY— 338 N/AN/A
Jellystone Park™ of Western New York(2)
RVNorth JavaNY19 340 100.0 %100.0 %
Kittatinny Campground & RV Resort(2)
RVBarryvilleNY— 527 N/AN/A(4)
Parkside VillageMHCheektowagaNY156 — 100.0 %100.0 %
Sky HarborMHCheektowagaNY522 — 98.1 %98.3 %
The Villas at Calla PointeMHCheektowagaNY116 — 100.0 %100.0 %
New York Total1,419 1,422 97.3 %96.9 %
OTHER
Pandion Ridge RV Resort(2)
RVOrange BeachAL— 142 N/AN/A
High Point ParkMHFredericaDE409 — 99.3 %97.3 %
Leisure Point ResortMHMillsboroDE202 — 90.6 %90.0 %
Leisure Point RV Resort(2)
RVMillsboroDE293 7 100.0 %100.0 %
Massey’s Landing RV Resort(2)
RVMillsboroDE— 291 N/AN/A
Sea Air VillageMHRehoboth BeachDE373 — 99.2 %99.2 %
Sea Air Village RV Resort(2)
RVRehoboth BeachDE116 18 100.0 %100.0 %
Countryside Village of AtlantaMHLawrencevilleGA261 — 99.6 %100.0 %
Countryside Village of GwinnettMHBufordGA331 — 99.7 %99.1 %
Countryside Village of Lake LanierMHBufordGA548 — 99.1 %99.8 %
WymberlyMHMartinezGA215 — 100.0 %99.5 %
Autumn RidgeMHAnkenyIA413 — 98.1 %97.1 %
Candlelight VillageMHSauk VillageIL310 — 97.7 %92.2 %
Maple BrookMHMattesonIL441 — 99.8 %99.3 %
Oak RidgeMHMantenoIL426 — 96.0 %95.1 %
Sunset Lakes RV Resort(2)
RVHillsdaleIL230 268 100.0 %100.0 %
Wildwood CommunityMHSandwichIL476 — 98.9 %98.7 %
Reunion Lake RV Resort(2)
RVPonchatoulaLA— 226 N/AN/A
Campers Haven RV Resort(2)
RVDennisportMA224 42 100.0 %100.0 %
Cape Cod RV Resort(2)
RVEast FalmouthMA49 207 100.0 %N/A(4)
Peter's Pond RV Resort(2)
RVSandwichMA330 76 100.0 %100.0 %
Castaways RV Resort & Campground(2)
RVBerlinMD1 392 100.0 %100.0 %
Fort Whaley RV Resort & Campground(2)
RVWhaleyvilleMD— 210 N/AN/A
Frontier Town RV Resort & Campground(2)
RVBerlinMD— 685 N/AN/A
Hyde ParkMHEastonMD240 — 99.2 %98.3 %
Jellystone Park™ at Maryland(2)
RVWilliamsportMD— 228 N/AN/A
Southside LandingMHCambridgeMD96 — 88.5 %81.3 %
Southern Hills / Northridge PlaceMHStewartvilleMN475 — 98.9 %98.5 %
Pin Oak ParcMHO'FallonMO502 — 98.2 %99.2 %
SouthforkMHBeltonMO474 — 71.1 %67.7 %
Jellystone Park™ at Memphis(2)
RVHorn LakeMS— 155 N/AN/A
Coastal EstatesMHHampsteadNC154 — 65.6 %(1)100.0 %
Fort Tatham RV Resort & Campground(2)
RVSylvaNC54 36 100.0 %100.0 %
Glen LaurelMHConcordNC260 — 100.0 %100.0 %
Jellystone Park™ at Golden Valley(2)
RVBosticNC— 258 N/AN/A
33
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
Farmwood VillageMHDoverNH159
—
98.7% N/A
(5) 
Glen Ellis Family Campground (2)
RVGlenNH40
238
100.0% N/A
(5) 
Hannah VillageMHLebanonNH81
—
100.0% N/A
(5) 
HemlocksMHTiltonNH103
—
99.0% N/A
(5) 
Mi-Te-Jo Campground (2)
RVMiltonNH107
117
100.0% 100.0% 
River PinesMHNashuaNH480
—
98.8% N/A
(5) 
Strafford / Lake Winnipesaukee South KOARVStraffordNH—
—
N/A
 N/A
 
Westward Shores Cottages & RV Resort (2)
RVWest OssipeeNH386
114
100.0% 100.0% 
Big Timber Lake RV Camping ResortRVCape May Court HouseNJ325
203
100.0% 100.0% 
Cape May CrossingMHCape MayNJ28
—
100.0% 100.0% 
Deep RunMHCream RidgeNJ243
—
100.0% N/A
(5) 
Driftwood RV Resort & Campground (2)
RVClemontNJ630
77
100.0% 100.0% 
Lake Laurie RV and Camping ResortRVCape MayNJ374
255
100.0% 100.0% 
Long Beach RV Resort & Campground (2)
RVBarnegatNJ170
44
100.0% 100.0% 
Seashore Campsites & RV Resort (2)
RVCape MayNJ434
242
100.0% 100.0% 
Shady PinesMHGalloway Twp.NJ39
—
100.0% 100.0% 
Shady Pines RV Resort (2)
RVGalloway Twp.NJ52
43
100.0% 100.0% 
Sun Villa EstatesMHRenoNV324
—
99.7% 99.7% 
Adirondack Gateway RV Resort & Campground (2)
RVGansevoortNY302
40
100.0% 100.0% 
CherrywoodMHClintonNY176
—
80.7% N/A
(5) 
Jellystone Park™ at Birchwood AcresMHGreenfield ParkNY1
—
100.0% 100.0% 
Jellystone Park™ at Birchwood Acres RV Resort (2)
RVGreenfield ParkNY103
201
100.0% 100.0% 
Jellystone Park™ at Gardiner (2)
RVGardinerNY—
338
N/A
 N/A
 
Jellystone Park™ of Western New York (2)
RVNorth JavaNY15
344
100.0% 100.0% 
Parkside VillageMHCheektowagaNY156
—
100.0% 100.0% 
Sky HarborMHCheektowagaNY522
—
98.3% 96.7% 
The Villas at Calla PointeMHCheektowagaNY116
—
100.0% 98.3% 
Country Village EstatesMHOregon CityOR518
—
99.8% N/A
(5) 
Forest MeadowsMHPhilomathOR75
—
100.0% 98.7% 
Oceanside RV Resort & Campground (2)
RVCoos BayOR—
86
N/A
 N/A
 
Woodland Park EstatesMHEugeneOR398
—
100.0% 99.7% 
Countryside EstatesMHMckeanPA304
—
95.4% 98.0% 
Jellystone Park™ at Quarryville (2)
RVQuarryvillePA—
256
N/A
 N/A
 
Lake in Wood RV Resort (2)
RVNarvonPA276
145
100.0% 100.0% 
Pheasant RidgeMHLancasterPA553
—
100.0% 100.0% 
Carolina Pines RV Resort (2)
RVConwaySC75
420
100.0% —% 
Country LakesMHLittle RiverSC136
—
95.6% N/A
(5) 
CrossroadsMHAikenSC171
—
25.7% N/A
(5) 
Crossroads RV Resort (2)
RVAikenSC17
5
100.0% —% 
Lakeside CrossingMHConwaySC688
—
76.6%
(1) 
82.7%
(1) 
Ocean PinesMHGarden CitySC579
—
99.5% N/A
(5) 
Southern PalmsMHLadsonSC194
—
100.0%
N/A
(5) 
Bell CrossingMHClarksvilleTN237
—
98.7% 97.5% 
Jellystone Park™ at Memphis (2)
RVHorn LakeTN—
155
N/A
 N/A
 
River Plantation RV Resort (2)
RVSeviervilleTN—
308
N/A
 N/A
 
Archview RV Resort & Campground (2)
RVMoabUT—
113
N/A
 N/A
 
Canyonlands RV Resort & Campground (2)
RVMoabUT—
131
N/A
 N/A
 
Moab Valley RV Resort & Campground (2)
RVMoabUT—
131
N/A
 N/A
 
Pony Express RV Resort & Campground (2)
RVNorth Salt LakeUT—
185
N/A
 N/A
 
SUN COMMUNITIES, INC.

Property NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
MeadowbrookMHCharlotteNC321 — 99.7 %100.0 %
Sun Villa EstatesMHRenoNV324 — 100.0 %99.7 %
Country Village EstatesMHOregon CityOR518 — 99.8 %99.8 %
Crown Villa RV ResortRVBendOR— 123 N/AN/A(4)
Forest MeadowsMHPhilomathOR75 — 100.0 %100.0 %
Oceanside RV Resort & Campground(2)
RVCoos BayOR— 86 N/AN/A
Woodland Park EstatesMHEugeneOR398 — 100.0 %100.0 %
Countryside EstatesMHMckeanPA304 — 96.4 %95.4 %
Jellystone Park™ at Quarryville(2)
RVQuarryvillePA— 256 N/AN/A
River Beach Campsites & RV(2)
RVMilfordPA— — N/AN/A(4)
Lake in Wood RV Resort(2)
RVNarvonPA278 144 100.0 %100.0 %
Pheasant RidgeMHLancasterPA553 — 100.0 %100.0 %
Carolina Pines RV Resort(2)
RVConwaySC149 562 100.0 %100.0 %
Country LakesMHLittle RiverSC136 — 95.6 %95.6 %
CrossroadsMHAikenSC171 — 60.8 %(1)25.7 %(1)
Crossroads RV Resort(2)
RVAikenSC22 — 100.0 %100.0 %
Lakeside CrossingMHConwaySC690 — 82.9 %(1)76.6 %(1)
Ocean PinesMHGarden CitySC579 — 99.5 %99.5 %
Southern PalmsMHLadsonSC194 — 100.0 %

100.0 %
Bell CrossingMHClarksvilleTN237 — 99.6 %98.7 %
Sun Outdoors Sevierville Pigeon Forge(2)
RVSeviervilleTN70 238 100.0 %N/A
Archview RV Resort & Campground(2)
RVMoabUT— 113 N/AN/A
Canyonlands RV Resort & Campground(2)
RVMoabUT— 131 N/AN/A
Moab Valley RV Resort & Campground(2)
RVMoabUT— 131 N/AN/A
Pony Express RV Resort & Campground(2)
RVNorth Salt LakeUT— 185 N/AN/A
Slickrock RV Resort & Campground(2)
RVMoabUT— 190 N/AN/A
Chincoteague Island KOA RV Resort(3)
RVChincoteagueVA— — N/AN/A
Gwynn's Island RV Resort & Campground(2)
RVGwynnVA106 23 100.0 %100.0 %
Jellystone Park™ at Luray(2)
RVEast LurayVA— 255 N/AN/A
Jellystone Park™ at Natural Bridge(2)
RVNatural Bridge StationVA62 237 100.0 %N/A(4)
New Point RV Resort(2)
RVNew PointVA292 32 100.0 %100.0 %
Pine RidgeMHPrince GeorgeVA376 — 98.9 %90.2 %(1)
Shenandoah Acres Family Campground(2)
RVStuarts DraftVA302 190 100.0 %N/A(4)
Sunset Beach RV Resort(3)
RVCape CharlesVA— — N/AN/A
Gig Harbor RV Resort(2)
RVGig HarborWA— 112 N/AN/A(4)
Thunderhill EstatesMHSturgeon BayWI266 — 97.0 %98.5 %
Westward Ho RV Resort & Campground(2)
RVGlenbeulahWI223 99 100.0 %100.0 %
Other Total14,549 6,348 96.5 %95.3 %
US TOTAL / AVERAGE120,162 24,077 97.3 %96.3 %
CANADA
Arran Lake RV Resort & Campground(2)
RVAllenfordON178 11 100.0 %100.0 %
Craigleith RV Resort & Campground(2)
RVClarksburgON82 29 100.0 %100.0 %
Deer Lake RV Resort & Campground(2)
RVHuntsvilleON198 43 100.0 %100.0 %
Grand Oaks RV Resort & Campground(2)
RVCayugaON237 42 100.0 %100.0 %
Gulliver's Lake RV Resort & Campground(2)
RVMillgroveON198 — 100.0 %100.0 %
Hidden Valley RV Resort & Campground(2)
RVNormandaleON206 39 100.0 %100.0 %
Lafontaine RV Resort & Campground(2)
RVTinyON215 48 100.0 %100.0 %
Lake Avenue RV Resort & Campground(2)
RVCherry ValleyON125 11 100.0 %100.0 %
34
SUN COMMUNITIES, INC.
PropertyMH/RVCityStateMH and Annual RV Sites as of 12/31/19Transient RV Sites as of 12/31/19Occupancy as of 12/31/19Occupancy as of 12/31/18
Slickrock RV Resort & Campground (2)
RVMoabUT—
193
N/A
 N/A
 
Chincoteague Island KOA RV Resort (3)
RVChincoteagueVA—
—
N/A
 N/A
 
Gwynn's Island RV Resort & Campground (2)
RVGwynnVA107
22
100.0% 100.0% 
Jellystone Park™ at Luray (2)
RVEast LurayVA—
255
N/A
 N/A
 
New Point RV Resort (2)
RVNew PointVA277
47
100.0% 100.0% 
Pine RidgeMHPrince GeorgeVA376
—
90.2%
(1) 
82.4%
(1) 
Sunset Beach RV Resort (3)
RVCape CharlesVA—
—
N/A
 N/A
 
Thunderhill EstatesMHSturgeon BayWI266
—
98.5% 93.6% 
Westward Ho RV Resort & Campground (2)
RVGlenbeulahWI225
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)
RVAllenfordON166
23
100.0% 100.0% 
Craigleith RV Resort & Campground (2)
RVClarksburgON85
26
100.0% 100.0% 
Deer Lake RV Resort & Campground (2)
RVHuntsvilleON179
62
100.0% 100.0% 
Grand Oaks RV Resort & Campground (2)
RVCayugaON234
44
100.0% 100.0% 
Gulliver's Lake RV Resort & Campground (2)
RVMillgroveON198
—
100.0% 100.0% 
Hidden Valley RV Resort & Campground (2)
RVNormandaleON204
41
100.0% 100.0% 
Lafontaine RV Resort & Campground (2)
RVTinyON210
53
100.0% 100.0% 
Lake Avenue RV Resort & Campground (2)
RVCherry ValleyON124
12
100.0% 100.0% 
Pickerel Park RV Resort & Campground (2)
RVNapaneeON148
61
100.0% 100.0% 
Sherkston Shores Beach Resort & Campground (2)
RVSherkstonON1,454
327
100.0% 100.0% 
Silver Birches RV Resort & Campground (2)
RVLambton ShoresON133
29
100.0% 100.0% 
Trailside RV Resort & Campground (2)
RVSeguinON197
40
100.0% 100.0% 
Willow Lake RV Resort & Campground (2)
RVScotlandON371
2
100.0% 100.0% 
Willowood RV Resort & Campground (2)
RVAmherstburgON139
188
100.0% 100.0% 
Woodland Lake RV Resort & Campground (2)
RVBornholmON189
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 NameMH/RVCityStateMH and Annual RV Sites as of 12/31/2020Transient RV Sites as of 12/31/2020Occupancy as of 12/31/2020Occupancy as of 12/31/2019
Pickerel Park RV Resort & Campground(2)
RVNapaneeON146 63 100.0 %100.0 %
Sherkston Shores Beach Resort & Campground(2)
RVSherkstonON1,491 375 100.0 %100.0 %
Silver Birches RV Resort & Campground(2)
RVLambton ShoresON137 25 100.0 %100.0 %
Trailside RV Resort & Campground(2)
RVSeguinON205 32 100.0 %100.0 %
Willow Lake RV Resort & Campground(2)
RVScotlandON370 3 100.0 %100.0 %
Willowood RV Resort & Campground(2)
RVAmherstburgON117 210 100.0 %100.0 %
Woodland Lake RV Resort & Campground(2)
RVBornholmON185 35 100.0 %100.0 %
CANADA TOTAL / AVERAGE4,090 966 100.0 %100.0 %
COMPANY TOTAL / AVERAGE124,252 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.
35
SUN COMMUNITIES, INC.
The following tables set forth certain information relating to our Safe Harbor branded marinas as of December 31, 2020.

Marina Property NameCityState
Wet Slips and Dry Storage Spaces
as of 12/31/2020
UNITED STATES
NORTHEAST
Connecticut
Bruce & JohnsonsBranfordCT663 
Dauntless(1)
EssexCT335 
Dauntless Shipyard(1)
EssexCT— 
Deep RiverDeep RiverCT305 
Essex Island(1)
EssexCT— 
Ferry PointOld SaybrookCT137 
Harbor House(2)
StamfordCT— 
MysticMysticCT254 
Pilots PointWestbrookCT873 
StratfordStratfordCT183 
Yacht Haven(2)
StamfordCT504 
Connecticut Total3,254 
Rhode Island
Cove HavenBarringtonRI340 
CowesettWarwickRI706 
Greenwich BayWarwickRI511 
Island Park(3)
PortsmouthRI— 
Jamestown BoatyardJamestownRI87 
New England BoatworksPortsmouthRI294 
Newport ShipyardNewportRI45 
Sakonnet(3)
PortsmouthRI369 
Silver SpringSouth KingstownRI86 
Wickford(4)
North KingstownRI— 
Wickford Cove(4)
North KingstownRI252 
Rhode Island Total2,690 
New York
CapriPort WashingtonNY332 
GainesRouses PointNY281 
Glen CoveGlen CoveNY497 
Greenport(5)
GreenportNY381 
HaverstrawWest HaverstrawNY873 
Post RoadMamaroneckNY49 
Stirling(5)
GreenportNY— 
Willsboro BayWillsboroNY207 
New York Total2,620 
Massachusetts
Fiddler's CoveNorth FalmouthMA227 
Green HarborMarshfieldMA202 
Hawthorne CoveSalemMA364 
Marina BayQuincyMA678 
Onset BayBuzzards BayMA230 
PlymouthPlymouthMA186 
Sunset BayHullMA306 
36
SUN COMMUNITIES, INC.
Marina Property NameCityState
Wet Slips and Dry Storage Spaces
as of 12/31/2020
Massachusetts Total2,193 
Maryland
AnnapolisAnnapolisMD184 
Bohemia VistaChesapeake BayMD127 
Carroll IslandBaltimoreMD380 
Great Oak LandingChestertownMD427 
Hacks PointEarlevilleMD85 
Narrows PointGrasonvilleMD503 
OxfordOxfordMD136 
ZahnisersSolomonsMD227 
Maryland Total2,069 
New Jersey
Crystal PointPoint PleasantNJ157 
Manasquan RiverBrick TownshipNJ235 
New Jersey Total392 
Maine
Great IslandHarpswellME330 
RocklandRocklandME173 
Maine Total503 
Vermont
Shelburne ShipyardShelburneVT116 
Vermont Total116 
SOUTH
Georgia
AqualandFlowery BranchGA1,610 
Bahia BleuThunderboltGA263 
Hideaway BayFlowery BranchGA628 
Trade WindsApplingGA333 
Georgia Total2,834 
Kentucky
Beaver CreekMonticelloKY257 
BurnsideSomersetKY344 
Grider HillAlbanyKY810 
JamestownJamestownKY694 
Wisdom DockAlbanyKY290 
Kentucky Total2,395 
Texas
Emerald PointAustinTX519 
Pier 121LewisvilleTX1,310 
WaldenMontgomeryTX353 
Texas Total2,182 
Arkansas
Brady MountainRoyalAR578 
37
SUN COMMUNITIES, INC.
Marina Property NameCityState
Wet Slips and Dry Storage Spaces
as of 12/31/2020
Arkansas Total578 
Tennessee
Eagle CoveByrdstownTN69 
Holly CreekCelinaTN297 
Tennessee Total366 
Mississippi
Aqua YachtIukaMS432 
Mississippi Total432 
Alabama
SportsmanOrange BeachAL697 
Alabama Total697 
Oklahoma
Harbors ViewAftonOK132 
Oklahoma Total132 
SOUTHEAST
Florida
Burnt StorePunta GordaFL697 
Calusa IslandGoodlandFL548 
Cape HarbourCape CoralFL231 
HarbortownFort PierceFL354 
New Port CoveRiviera BeachFL328 
North Palm BeachNorth Palm BeachFL101 
Old Port CoveNorth Palm BeachFL210 
Pier 77BradentonFL185 
PinelandBokeeliaFL241 
Regatta PointePalmettoFL348 
Riviera BeachRiviera BeachFL8 
Siesta KeySarasotaFL252 
South Fork(6)
Fort LauderdaleFL— 
West Palm BeachWest Palm BeachFL70 
Florida Total3,573 
South Carolina
BeaufortBeaufortSC120 
BristolCharlestonSC146 
Charleston CityCharlestonSC255 
City BoatyardCharlestonSC194 
Port RoyalPort RoyalSC161 
Reserve HarborPawleys IslandSC228 
Skull CreekHilton HeadSC184 
South Carolina Total1,288 
North Carolina
Kings PointCorneliusNC785 
Peninsula Yacht ClubCorneliusNC403 
Skippers LandingTroutmanNC440 
38
SUN COMMUNITIES, INC.
Marina Property NameCityState
Wet Slips and Dry Storage Spaces
as of 12/31/2020
South Harbour VillageSouthportNC124 
WestportDenverNC628 
North Carolina Total2,380 
MIDWEST
Michigan
Belle MaerHarrison TownshipMI723 
Grand IsleGrand HavenMI763 
Great LakesMuskegonMI648 
Jefferson BeachSt. Clair ShoresMI1,368 
Toledo BeachLa Salle TownshipMI966 
Michigan Total4,468 
Ohio
LakefrontPort ClintonOH623 
SanduskySanduskyOH793 
Ohio Total1,416 
SOUTHWEST
California
Anacapa IsleOxnardCA453 
Ballena IsleAlamedaCA356 
EmeryvilleEmeryvilleCA432 
Loch LomondSan RafaelCA525 
Ventura IsleVenturaCA537 
California Total2,303 
US TOTAL / AVERAGE38,881 

(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.
39
SUN COMMUNITIES, INC.
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.


40
SUN COMMUNITIES, INC.

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 UnitsOP Units
Issued and Outstanding		Exchangeable
Shares of Common Stock
Aspen preferred OP units 1,283,819
 399,872
Aspen preferred OP units1,283,819 407,840 
Series A-1 preferred OP units 307,634
 750,327
Series A-1 preferred OP units294,734 718,863 
Series C preferred OP units 310,424
 344,571
Series C preferred OP units306,303 339,996 
Series D preferred OP units 488,958
 391,166
Series D preferred OP units488,958 391,166 
Series E preferred OP units 90,000
 62,069
Series E preferred OP units90,000 62,069 
Series F preferred OP unitsSeries F preferred OP units90,000 56,250 
Series G preferred OP unitsSeries G preferred OP units240,710 155,297 
Series H preferred OP unitsSeries H preferred OP units581,407 354,516 
Series I preferred OP unitsSeries I preferred OP units922,000 562,195 
Series A-3 preferred OP units 40,268
 74,917
Series A-3 preferred OP units40,268 74,917 
Common OP units 2,408,210
 2,408,210
Common OP units2,589,760 2,589,760 
 4,929,313
 4,431,132
TotalTotal6,927,959 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 rightsWeighted-average exercise price of outstanding options, warrants and rightsNumber 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 stockholders1,500 $37.35 909,085 
Equity compensation plans not approved by stockholders— — — 
Total1,500 — 909,085 

41
  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



SUN COMMUNITIES, INC.

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, 2020Year Ended December 31, 2020
OP UnitsOP UnitsConversion RateUnits / SharesCommon StockUnits / SharesCommon Stock
Common OP unitsCommon OP units1.000051,959 51,959 81,845 81,845 
Series A-1 preferred OP unitsSeries A-1 preferred OP units2.43903,886 9,478 14,500 35,359 
Series C preferred OP unitsSeries C preferred OP units1.11002,636 2,926 4,121 4,573 
 Three Months Ended December 31, 2019 Year Ended December 31, 2019
OP units Conversion Rate Units / SharesCommon Stock Units / SharesCommon 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.

42
SUN COMMUNITIES, INC.

item5sunperformance.jpg
  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
sui-20201231_g1.jpg

Year Ended
IndexDecember 31, 2015December 31, 2016December 31, 2017December 31, 2018December 31, 2019December 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.

43

SUN COMMUNITIES, INC.

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 EndedYear 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 stockholdersNet 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 securitiesFFO 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 securitiesCore 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 dilutedFFO 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 dilutedCore 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.

44
SUN COMMUNITIES, INC.

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.


45
SUN COMMUNITIES, INC.
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 EndedYear Ended
Portfolio Information: December 31, 2019 December 31, 2018 December 31, 2017Portfolio Information:December 31, 2020December 31, 2019December 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 Sold2,866 3,439 3,629 
Number of Occupied Rental Homes 11,325
 10,994
 11,074
Number of Occupied Rental Homes11,752 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.


46
SUN COMMUNITIES, INC.

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 NameProperty TypeSitesDevelopment SitesStateMonth Acquired
Cape CodRV230 — MAJanuary
Jellystone Natural BridgeRV299 — VAFebruary
Forest SpringsMH372 — CAMay
Crown VillaRV123 — ORJune
Flamingo LakeRV421 — FLJuly
WoodsmokeRV300 — FLSeptember
Jellystone Lone StarRV344 — TXSeptember
El Capitan & Ocean MesaRV266 109 CASeptember
Highland Green Estates & Troy VillaMH1,162 — MISeptember
Gig HarborRV115 — WANovember
Maine MH PortfolioMH1,083 — MENovember
Mouse MountainMH / RV304 — FLDecember
Lakeview Mobile EstatesMH296 — CADecember
Shenandoah AcresRV522 — VADecember
Jellystone at Barton LakeRV555 — INDecember
Kittatinny PortfolioRV527 — NY & PADecember
Total6,919 109 
(1)
Marina Property NameProperty TypeWet Slips & Dry StorageStateMonth Acquired
Safe Harbor MarinasMarina37,305 VariousOctober
Safe Harbor Hideaway BayMarina628GANovember
Safe Harbor Anacapa IsleMarina453CADecember
AnnapolisMarina184MDDecember
WickfordMarina60RIDecember
Rybovich PortfolioMarina78FLDecember
RocklandMarina173MEDecember
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.

47
SUN COMMUNITIES, INC.
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.

SUN COMMUNITIES, INC.

The following table identifies our MH and RV markets by total sites:

December 31, 2020December 31, 2019
Major MarketNumber of PropertiesTotal Sites% of Total SitesNumber of PropertiesTotal Sites% of Total Sites
Florida128 45,814 30.7 %125 44,695 31.6 %
Michigan74 29,632 19.8 %72 28,475 20.2 %
Texas24 9,576 6.4 %23 9,238 6.5 %
California35 8,906 6.0 %31 7,933 5.6 %
Arizona14 5,660 3.8 %13 5,660 4.0 %
New York9 2,841 1.9 %8 2,314 1.6 %
Connecticut16 2,005 1.3 %16 2,005 1.4 %
Ontario, Canada15 5,056 3.4 %15 4,970 3.5 %
Ohio9 2,925 2.0 %9 2,920 2.1 %
Indiana12 4,176 2.8 %11 3,621 2.6 %
Georgia4 1,355 0.9 %4 1,355 1.0 %
Maryland6 1,852 1.2 %6 1,825 1.3 %
South Carolina6 2,503 1.7 %6 2,285 1.6 %
New Jersey8 3,160 2.1 %8 3,159 2.2 %
North Carolina5 1,083 0.7 %5 954 0.7 %
Colorado10 3,415 2.3 %10 2,714 1.9 %
Maine13 2,995 2.0 %7 1,911 1.4 %
Massachusetts3 928 0.6 %2 671 0.5 %
New Hampshire10 2,237 1.5 %10 2,236 1.6 %
Illinois5 2,151 1.4 %5 2,150 1.5 %
Virginia8 1,875 1.3 %6 1,084 0.8 %
Delaware4 1,709 1.1 %4 1,709 1.2 %
Pennsylvania5 1,535 1.0 %4 1,534 1.1 %
Tennessee2 545 0.4 %3 700 0.5 %
Oregon5 1,200 0.8 %4 1,077 0.8 %
Missouri2 976 0.7 %2 976 0.7 %
Alabama1 142 0.1 %1 142 0.1 %
Utah5 750 0.5 %5 753 0.5 %
Wisconsin2 588 0.4 %2 588 0.4 %
Minnesota1 475 0.3 %1 475 0.3 %
48
  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
  
SUN COMMUNITIES, INC.
December 31, 2020December 31, 2019
Major MarketNumber of PropertiesTotal Sites% of Total SitesNumber of PropertiesTotal Sites% of Total Sites
Mississippi1 155 0.1 %N/AN/AN/A
Iowa1 413 0.3 %1 413 0.3 %
Nevada1 324 0.2 %1 324 0.2 %
Louisiana1 226 0.2 %1 201 0.1 %
Washington1 112 0.1 %N/AN/AN/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 MarketNumber of PropertiesWet SlipsDry StorageTotal Wet Slips / Dry Storages% Wet Slips / Dry Storages
Florida14 1,936 1,637 3,573 9.2 %
Connecticut11 3,254 — 3,254 8.4 %
Rhode Island11 2,690 — 2,690 6.9 %
New York8 2,556 64 2,620 6.7 %
Maryland8 1,881 188 2,069 5.3 %
Other54 17,213 7,462 24,675 63.5 %
106 29,530 9,351 38,881 
49
SUN COMMUNITIES, INC.
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.


50
SUN COMMUNITIES, INC.

RESULTS OF OPERATIONS

We report operating results under two segments: Real Property Operations and Home Sales and Rentals. The Real Property Operations segment owns, operates, 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, 2020December 31, 2019December 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 expenses15,134 14,690 15,722 
General and administrative expenses111,288 93,964 81,429 
Catastrophic weather-related charges, net885 1,737 92 
Business combination expense23,008 — — 
Depreciation and amortization376,876 328,067 287,262 
Loss on extinguishment of debt (see Note 8)5,209 16,505 1,190 
Interest expense129,071 133,153 130,556 
Interest on mandatorily redeemable preferred OP units / equity4,177 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, net3,768 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 / equity6,935 6,058 4,486 
Income attributable to noncontrolling interests8,902 9,768 8,443 
Preferred stock distribution— 1,288 1,736 
NOI / Gross Profit$772,123 $700,011 $622,436 

Year Ended
 December 31, 2020December 31, 2019December 31, 2018
Real Property NOI$649,233 $586,649 $524,178 
Home Sales NOI / Gross Profit43,815 47,579 42,698 
Rental Program NOI115,283 104,382 95,968 
Ancillary NOI / Gross Profit38,615 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.

51

SUN COMMUNITIES, INC.

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 benefits88,085
 74,653
 13,432
 18.0% 74,653
 67,075
 7,578
 11.3%
Legal, taxes, and insurance10,778
 9,524
 1,254
 13.2% 9,524
 7,264
 2,260
 31.1%
Utilities101,910
 93,205
 8,705
 9.3% 93,205
 83,550
 9,655
 11.6%
Supplies and repairs34,663
 28,594
 6,069
 21.2% 28,594
 25,871
 2,723
 10.5%
Other30,942
 30,121
 821
 2.7% 30,121
 26,518
 3,603
 13.6%
Real estate taxes61,880
 56,555
 5,325
 9.4% 56,555
 52,288
 4,267
 8.2%
Property operating expenses328,258
 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 EndedYear 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 benefits101,245 88,085 13,160 14.9 %88,085 74,653 13,432 18.0 %
Legal, taxes, and insurance12,704 10,778 1,926 17.9 %10,778 9,524 1,254 13.2 %
Utilities116,182 101,910 14,272 14.0 %101,910 93,205 8,705 9.3 %
Supplies and repairs39,692 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 taxes72,606 61,880 10,726 17.3 %61,880 56,555 5,325 9.4 %
Property operating expenses381,403 328,258 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 ofAs of
Other InformationDecember 31, 2020December 31, 2019ChangeDecember 31, 2019December 31, 2018Change
Number of properties(1)
552 422 130 422 371 51 
MH occupancy96.6 %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 development10,025 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.

52
SUN COMMUNITIES, INC.
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.

SUN COMMUNITIES, INC.

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.

 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 benefits72,519
 68,630
 3,889
 5.7 % 66,502
 65,524
 978
 1.5%
Legal, taxes, and insurance9,579
 9,212
 367
 4.0 % 9,026
 7,152
 1,874
 26.2%
Utilities58,044
 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%
Other19,966
 20,535
 (569) (2.8)% 19,908
 19,091
 817
 4.3%
Real estate taxes57,553
 55,667
 1,886
 3.4 % 54,098
 51,695
 2,403
 4.6%
Property operating expenses247,686
 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%

  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.

Year EndedYear Ended
Financial Information
(in thousands)		December 31, 2020December 31, 2019Change% ChangeDecember 31, 2019December 31, 2018Change% 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 benefits81,897 82,727 (830)(1.0)%72,519 68,630 3,889 5.7 %
Legal, taxes, and insurance10,860 10,351 509 4.9 %9,579 9,212 367 4.0 %
Utilities66,214 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 taxes63,706 59,649 4,057 6.8 %57,553 55,667 1,886 3.4 %
Property operating expenses284,209 276,028 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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SUN COMMUNITIES, INC.

 As ofAs of
Other InformationDecember 31, 2020December 31, 2019ChangeDecember 31, 2019December 31, 2018Change
Number of properties367 367 — 345 345 — 
MH occupancy97.4 %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 development6,682 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 
(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.
SUN COMMUNITIES, INC.

(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.

54
SUN COMMUNITIES, INC.

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):

 Year Ended Year Ended
Financial InformationDecember 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 sales61,557
 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 sales72,800
 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 sales134,357
 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 volume571
 526
 45
 8.6 % 526
 362
 164
 45.3%
Pre-owned home sales volume2,868
 3,103
 (235) (7.6)% 3,103
 2,920
 183
 6.3%
Total home sales volume3,439
 3,629
 (190) (5.2)% 3,629
 3,282
 347
 10.6%

Year EndedYear Ended
Financial InformationDecember 31, 2020December 31, 2019Change% ChangeDecember 31, 2019December 31, 2018Change% 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 sales65,533 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 %
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 sales66,351 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 sales131,884 134,357 (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 %
Statistical Information
New home sales volume570 571 (1)(0.2)%571 526 45 8.6 %
Pre-owned home sales volume2,296 2,868 (572)(19.9)%2,868 3,103 (235)(7.6)%
Total home sales volume2,866 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.
55
SUN COMMUNITIES, INC.

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 EndedYear EndedYear Ended
Financial InformationDecember 31, 2019 December 31, 2018 Change % Change December 31, 2018 December 31, 2017 Change % ChangeFinancial InformationDecember 31, 2020December 31, 2019Change% ChangeDecember 31, 2019December 31, 2018Change% 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 revenue126,377
 119,272
 7,105
 6.0 % 119,272
 114,382
 4,890
 4.3 %Rental Program revenue137,469 126,377 11,092 8.8 %126,377 119,272 7,105 6.0 %
Expenses               Expenses
Repairs and refurbishment12,591
 10,456
 2,135
 20.4 % 10,456
 9,864
 592
 6.0 %Repairs and refurbishment11,886 12,591 (705)(5.6)%12,591 10,456 2,135 20.4 %
Taxes and insurance7,488
 6,425
 1,063
 16.5 % 6,425
 6,149
 276
 4.5 %Taxes and insurance8,460 7,488 972 13.0 %7,488 6,425 1,063 16.5 %
Other1,916
 6,423
 (4,507) (70.2)% 6,423
 6,147
 276
 4.5 %Other1,840 1,916 (76)(4.0)%1,916 6,423 (4,507)(70.2)%
Rental Program operating and maintenance21,995
 23,304
 (1,309) (5.6)% 23,304
 22,160
 1,144
 5.2 %Rental Program operating and maintenance22,186 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 homes1,140
 1,122
 18
 1.6 % 1,122
 1,168
 (46) (3.9)%Number of sold rental homes850 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.
56

SUN COMMUNITIES, INC.

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 EndedYear EndedYear Ended
December 31, 2019 December 31, 2018 Change % Change December 31, 2018 December 31, 2017 Change % ChangeDecember 31, 2020December 31, 2019Change% ChangeDecember 31, 2019December 31, 2018Change% 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, netCatastrophic weather-related charges, net$885 $1,737 $(852)(49.1)%$1,737 $92 $1,645 1,788.0 %
Business combination expenseBusiness 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 / equityInterest 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 translationGain / (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 propertyGain 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 interestsIncome 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.

57
SUN COMMUNITIES, INC.
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.

58
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.
SUN COMMUNITIES, INC.

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, 2020December 31, 2019December 31, 2018
Net Income Attributable to Sun Communities, Inc. Common Stockholders$131,614 $160,265 $105,493 
Adjustments
Depreciation and amortization376,897 328,646 288,206 
Depreciation on nonconsolidated affiliates66 — — 
Gain / (loss) on remeasurement of marketable securities(6,129)(34,240)3,639 
Loss on remeasurement of investment in nonconsolidated affiliates1,608 — — 
Loss on remeasurement of notes receivable3,275 — — 
Income attributable to noncontrolling interests7,881 8,474 7,740 
Preferred return to preferred OP units2,231 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 expense23,008 — — 
Other acquisition related costs(2)
2,326 1,146 1,001 
Loss on extinguishment of debt5,209 16,505 1,190 
Catastrophic weather-related charges, net885 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, net3,768 1,100 (1,781)
Other adjustments(4)
(1,265)314 310 
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 - basic97,521 88,460 81,387 
Add
Common stock issuable upon conversion of stock options1 1 2 
Restricted stock455 454 651 
Common OP units2,458 2,448 2,733 
Common stock issuable upon conversion of certain preferred OP units907 1,454 1,368 
Weighted Average Common Shares Outstanding - Fully Diluted101,342 92,817 86,141 
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 
(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.
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SUN COMMUNITIES, INC.

LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity demands have historically been, and are expected to continue to be, distributions to our stockholders and the 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.


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SUN COMMUNITIES, INC.
Cash Flow Activities

Our cash flow activities are summarized as follows (in thousands):

  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
Year Ended
December 31, 2020December 31, 2019December 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.

SUN COMMUNITIES, INC.

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.

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SUN COMMUNITIES, INC.
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:

CovenantRequirementAs of December 31, 20192020
Maximum Leverage Ratioleverage ratio<65.0%26.8%29.2%
Minimum Fixed Charge Coverage Ratiofixed charge coverage ratio>1.403.523.29
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.

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SUN COMMUNITIES, INC.
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:

CovenantRequirementAs of December 31, 2020
Maximum leverage ratio<60.0%47.3%
Minimum fixed charge coverage ratio (pre-distribution)>1.353.67
Minimum fixed charge coverage ratio (post-distribution)>1.001.87
Minimum borrowing base coverage ratio>1.001.26

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.

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SUN COMMUNITIES, INC.
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 PeriodPayments 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 Year1-3 Years3-5 YearsAfter 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 - FNMA1,156,688 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 - CMBS267,280 5,713 81,618 179,949 — 
Collateralized term loans - FMCC 376,473
 6,502
 13,883
 259,317
 96,771
Collateralized term loans - FMCC369,971 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 redeemablePreferred equity - Sun NG Resorts - mandatory redeemable35,249 — — 35,249 — 
Preferred OP units - mandatorily redeemable 34,663
 —
 —
 34,663
 —
Preferred OP units - mandatorily redeemable34,663 — — 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 debtLines of credit and other debt1,242,197 10,000 80,197 1,152,000 — 
Total Principal PaymentsTotal 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 leases86,671 4,967 9,775 10,532 61,397 
Finance lease 4,540
 120
 240
 4,180
 —
Finance lease4,694 217 409 4,068 — 
Total contractual cash obligations $4,694,231
 $231,061
 $667,414
 $1,019,818
 $2,775,938
Total Contractual Cash ObligationsTotal 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.

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SUN COMMUNITIES, INC.

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.


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SUN COMMUNITIES, INC.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements and supplementary data are filed herewith under Item 15.

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.
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SUN COMMUNITIES, INC.

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.”

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SUN COMMUNITIES, INC.

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.

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SUN COMMUNITIES, INC.

EXHIBITS

Exhibit NumberDescriptionMethod of Filing
Exhibit NumberDescriptionMethod 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
Sun Communities, Inc. Articles of Restatement
Incorporated by reference to Sun Communities, Inc.’s CurrentAnnual Report on Form 10-K filed on February 22, 2018
3.2
Third Amended and Restated Bylaws
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on May 12, 2017
4.1
Description of the Registrant’s Securities Registered Pursuantregistered pursuant to Section 12 of the Securities Exchange Act of 1934
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
Form of Registration Rights Agreement by and among Sun Communities, Inc. and certain holders of Merger Securities
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on September 29, 2020
10.1
Lease, dated November 1, 2002, by and between Sun Communities Operating Limited Partnership as Tenant and American Center LLC as Landlord
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
Sixth Lease Modification dated June 26, 2018 by and between Sun Communities Operating Limited Partnership as Tenant and American Center LLC as Landlord
Incorporated by reference to Sun Communities, Inc.’s CurrentAnnual Report on Form 10-K filed on February 21, 2019
10.1010.3*
Fourth Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated January 31, 2019.
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed February 5, 2019
10.1110.4*
First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated January 9, 2020.
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed January 13, 2020
10.5*
Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated January 13, 2020.
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed January 14, 2020
10.6*
Fourth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated May 14, 2020.
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed May 18, 2020
10.7*
Sixth Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated September 30, 2020.
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed October 6, 2020
10.8*
Seventh Amendment to Agreement of Limited Partnership Agreement of Sun Communities Operating Limited Partnership,dated October, 30, 2020
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed November 5, 2020
10.9*
Eighth Amendment to Agreement of Limited Partnership of Sun Communities Operating Limited Partnership, dated December 31, 2020
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed January 4, 2021
10.10
First Amended and Restated 2004 Non-Employee Director Option Plan#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 25, 2012
10.1210.11
First Amendment to First Amended and Restated 2004 Non-Employee Director Option Plan#
Incorporate by reference to Exhibit A to Sun Communities, Inc.’s Definitive Proxy Statement filed on March 29, 2018
10.1310.12
Sun Communities, Inc. 2015 Equity Incentive Plan#
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
Form of Stock Option Agreement between Sun Communities, Inc. and certain directors, officers and other individuals#
Incorporated by reference to Sun Communities, Inc.’s Registration Statement No. 33 69340
10.1510.14
Form of Non-Employee Director Stock Option Agreement between Sun Communities, Inc. and certain directors#
Incorporated by reference to Sun Communities, Inc.’s Registration Statement No. 33 80972
10.1610.15
Form of Restricted Stock Award Agreement#
Incorporated by reference to Sun Communities, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004
10.1710.16
First Amendment to Restricted Stock Award Agreement between Sun Communities, Inc. and Gary A. Shiffman dated July 15, 2014#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 15, 2014
10.1810.17
Employment Agreement dated June 20, 2013 among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Gary A. Shiffman#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed June 24, 2013
10.1910.18
First Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Gary A. Shiffman dated July 15, 2014#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 15, 2014
10.2010.19
Second Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Gary A. Shiffman dated March 8, 2017#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on March 8, 2017
10.2110.20
Employment Agreement dated May 19, 2015 among Sun Communities, Inc., Sun Communities Operating Limited Partnership and John B. McLaren#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed May 20, 2015
10.2210.21
First Amendment to Employment Agreement among Sun Communities, Inc. Sun Communities Operating Limited Partnership, and John B. McLaren dated March 8, 2017#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on March 8, 2017
10.2310.22
Employment Agreement July 16, 2015 among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Karen J. Dearing#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 17, 2015
69
SUN COMMUNITIES, INC.
10.2410.23
First Amendment to EmploymentAgreement among Sun Communities, Inc., Sun Communities Operating Partnership, and Karen J. Dearing dated March 8, 2017#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on March 8, 2017
10.2510.24*
Employment Agreement, effective as of October 30,2020 by and between Baxter Underwood and International Marina Group I, LP#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed on November 5, 2020
10.25
Sun Communities, Inc. Executive Compensation “Clawback” Policy#
Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed July 15, 2014
10.29
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

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
List of Subsidiaries of Sun Communities, Inc.
Filed herewith
23.1
Consent of Grant Thornton LLP
Filed herewith
SUN COMMUNITIES, INC.

31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
101.INSXBRL Instance DocumentThe instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema DocumentFiled herewith
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
101.LABXBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentFiled 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.

#Management contract or compensatory plan or arrangement.

70
SUN COMMUNITIES, INC.

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.


SUN COMMUNITIES, INC.
(Registrant)
Dated: February 20, 202018, 2021By/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.

NameCapacityDate
/s/Gary A. ShiffmanChief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)February 20, 202018, 2021
Gary A. Shiffman
/s/Karen J. DearingExecutive 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. BaivierDirectorFebruary 20, 202018, 2021
Meghan G. Baivier
/s/Stephanie W. BergeronDirectorFebruary 20, 202018, 2021
Stephanie W. Bergeron
/s/Brian M. HermelinDirectorFebruary 20, 202018, 2021
Brian M. Hermelin
/s/Ronald A. KleinDirectorFebruary 20, 202018, 2021
Ronald A. Klein
/s/Clunet R. LewisDirectorFebruary 20, 202018, 2021
Clunet R. Lewis
/s/Arthur A. WeissDirectorFebruary 20, 202018, 2021
Arthur A. Weiss



71
SUN COMMUNITIES, INC.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE



Page
Page
Reports of Independent Registered Public Accounting Firm
F-2
Financial Statements:
Consolidated Balance Sheets as of December 31, 20192020 and 20182019
F-5
Consolidated Statements of Operations for the Years Ended December 31,2020, 2019 2018 and 20172018
F-6
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 2018 and 20172018
F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 2018 and 20172018
F-8
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 2018 and 20172018
F-10
Notes to Consolidated Financial Statements
F-11
Real Estate and Accumulated Depreciation, Schedule III
F-4554


F - 1
SUN COMMUNITIES, INC.

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.

More specifically, for
F - 2
SUN COMMUNITIES, INC.
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
SUN COMMUNITIES, INC.

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

F - 3
SUN COMMUNITIES, INC.

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

F - 4



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 buildings6,595,272
 5,586,250
Rental homes and improvements627,175
 571,661
Furniture, fixtures and equipment282,874
 201,090
Investment property8,919,600
 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 cash34,830
 62,262
Marketable securities94,727
 49,037
Inventory of manufactured homes62,061
 49,199
Notes and other receivables, net157,926
 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 redeemable34,663
 37,338
Lines of credit183,898
 128,000
Distributions payable71,704
 63,249
Advanced reservation deposits and rent133,420
 133,698
Accrued expenses and accounts payable127,289
 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 Liabilities3,848,104
 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 units50,913
 —
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, 2018932
 864
Additional paid-in capital5,213,264
 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' equity3,819,724
 3,106,823
Noncontrolling interests   
Common and preferred OP units47,686
 53,354
Consolidated variable interest entities8,542
 7,145
Total noncontrolling interests56,228
 60,499
Total Stockholders' Equity3,875,952
 3,167,322
Total Liabilities, Temporary Equity and Stockholders' Equity$7,802,060
 $6,710,026

As of
December 31, 2020December 31, 2019
Assets  
Land$2,119,364 $1,414,279 
Land improvements and buildings8,480,597 6,595,272 
Rental homes and improvements637,603 627,175 
Furniture, fixtures and equipment447,039 282,874 
Investment property11,684,603 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 cash98,294 34,830 
Marketable securities; (see Note 15)124,726 94,727 
Inventory of manufactured homes46,643 62,061 
Notes and other receivables, net221,650 157,926 
Goodwill428,833 0 
Other intangible assets, net305,611 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 redeemable34,663 34,663 
Lines of credit and other debt1,242,197 183,898 
Distributions payable86,988 71,704 
Advanced reservation deposits and rent187,730 133,420 
Accrued expenses and accounts payable148,435 127,289 
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 Liabilities5,314,879 3,848,104 
Commitments and contingencies (see Note 16)
Series D preferred OP units49,600 50,913 
Series F preferred OP units8,871 0 
Series G preferred OP units25,074 0 
Series H preferred OP units57,833 0 
Series I preferred OP units94,532 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, 20191,076 932 
Additional paid-in capital7,087,658 5,213,264 
Accumulated other comprehensive loss3,178 (1,331)
Distributions in excess of accumulated earnings(1,566,636)(1,393,141)
Total Sun Communities, Inc. stockholders' equity5,525,276 3,819,724 
Noncontrolling interests  
Common and preferred OP units85,968 47,686 
Consolidated VIEs (fully attributable to consolidated VIEs; see Note 7)16,084 8,542 
Total noncontrolling interests102,052 56,228 
Total Stockholders' Equity5,627,328 3,875,952 
Total Liabilities, Temporary Equity and Stockholders' Equity$11,206,586 $7,802,060 
See accompanying Notes to Consolidated Financial Statements.
F - 5

SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

 Year Ended
 December 31, 2020December 31, 2019December 31, 2018
Revenues 
Income from real property$1,030,636 $914,907 $816,830 
Revenue from home sales175,699 181,936 166,031 
Rental home revenue62,646 57,572 53,657 
Ancillary revenue102,017 77,638 63,250 
Interest income10,119 17,857 20,852 
Brokerage commissions and other revenues, net17,230 14,127 6,205 
Total Revenues1,398,347 1,264,037 1,126,825 
Expenses 
Property operating and maintenance308,797 266,378 236,097 
Real estate taxes72,606 61,880 56,555 
Cost of home sales131,884 134,357 123,333 
Rental home operating and maintenance22,186 21,995 23,304 
Ancillary expenses63,402 47,432 38,043 
Home selling expenses15,134 14,690 15,722 
General and administrative expenses111,288 93,964 81,429 
Catastrophic weather-related charges, net885 1,737 92 
Business combination expense23,008 0 0 
Depreciation and amortization376,876 328,067 287,262 
Loss on extinguishment of debt (see Note 8)5,209 16,505 1,190 
Interest expense129,071 133,153 130,556 
Interest on mandatorily redeemable preferred OP units / equity4,177 4,698 3,694 
Total Expenses1,264,523 1,124,856 997,277 
Income Before Other Items133,824 139,181 129,548 
Gain / (loss) on remeasurement of marketable securities (see Note 15)6,129 34,240 (3,639)
Gain / (loss) on foreign currency translation8,039 4,557 (8,234)
Gain on disposition of property5,595 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 Income147,451 177,379 120,158 
Less: Preferred return to preferred OP units / equity6,935 6,058 4,486 
Less: Income attributable to noncontrolling interests8,902 9,768 8,443 
Net Income Attributable to Sun Communities, Inc.131,614 161,553 107,229 
Less: Preferred stock distribution0 1,288 1,736 
Net Income Attributable to Sun Communities, Inc. Common Stockholders$131,614 $160,265 $105,493 
Weighted average common shares outstanding - basic97,521 88,460 81,387 
Weighted average common shares outstanding - diluted97,522 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.
F - 6

SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)


 Year Ended
 December 31, 2020December 31, 2019December 31, 2018
Net Income$147,451 $177,379 $120,158 
Foreign currency translation gain / (loss) adjustment4,205 3,328 (5,878)
Total Comprehensive Income151,656 180,707 114,280 
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) adjustment3,328
 (5,878) 4,527
Total Comprehensive Income180,707
 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.

F - 7

SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended
 December 31, 2020December 31, 2019December 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 liabilities2,962 1,503 (2,336)
Share-based compensation23,045 17,482 15,066 
Depreciation and amortization371,878 313,966 274,432 
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 costs3,090 2,988 3,233 
Amortization of ground lease intangibles752 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 affiliates4,088 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, net10,853 (44,322)(39,514)
Change in other liabilities21,951 48,326 4,098 
Net Cash Provided By Operating Activities548,948 476,734 363,114 
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, net55,395 61,337 55,855 
Proceeds from disposition of properties12,612 0 0 
Issuance of notes and other receivables(45,650)(18,122)(216)
Repayments of notes and other receivables12,173 4,542 4,312 
Investments in nonconsolidated affiliates(47,241)(60,742)(84,997)
Distributions from nonconsolidated affiliates10,732 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, net1,850,611 440,782 623,540 
Redemption of Series G preferred OP units(2,000)0 0 
Redemption of Series B-3 preferred OP units0 (2,675)(4,105)
Borrowings on lines of credit1,585,904 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 debt491,784 923,721 250,000 
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 costs0 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 Activities2,000,844 505,880 409,905 
Effect of exchange rate changes on cash, cash equivalents and restricted cash189 411 (523)
Net change in cash, cash equivalents and restricted cash63,464 (27,432)38,753 
Cash, cash equivalents and restricted cash, beginning of period34,830 62,262 23,509 
Cash, Cash Equivalents and Restricted Cash, End of Period$98,294 $34,830 $62,262 
F - 8

 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) / loss1,503
 (2,336) (3,035)
Asset impairment charges—
 —
 742
Share-based compensation17,482
 15,066
 12,695
Depreciation and amortization313,966
 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 costs2,988
 3,233
 2,910
Amortization of ground lease intangibles752
 1,638
 1,914
Loss on extinguishment of debt16,505
 1,190
 4,676
Income from nonconsolidated affiliates(1,374) (790) —
Distributions from nonconsolidated affiliates3,049
 —
 —
Change in notes receivable from financed sales of inventory homes, net of repayments2,988
 (2,299) (26,193)
Change in inventory, other assets and other receivables, net(44,322) (39,514) (33,031)
Change in other liabilities48,326
 4,098
 (9,034)
Net Cash Provided By Operating Activities476,734
 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, net61,337
 55,855
 8,575
Issuance of notes and other receivables(18,122) (216) (3,918)
Repayments of notes and other receivables4,542
 4,312
 2,615
Investments in nonconsolidated affiliates(60,742) (84,997) —
Distributions from nonconsolidated affiliates44,470
 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, net440,782
 623,540
 487,677
Redemption of Series B-3 preferred OP units(2,675) (4,105) (4,460)
Borrowings on lines of credit3,881,543
 1,542,677
 661,000
Payments on lines of credit(3,883,950) (1,456,486) (719,536)
Proceeds from issuance of other debt923,721
 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 costs1,618
 —
 —
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 Activities505,880
 409,905
 141,557
Effect of exchange rate changes on cash, cash equivalents and restricted cash411
 (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 period62,262
 23,509
 25,313
Cash, cash equivalents and restricted cash, end of period$34,830
 $62,262
 $23,509
Year Ended
December 31, 2020December 31, 2019December 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.

F - 9

SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
Stockholders’ Equity
 Temporary EquityCommon StockAdditional Paid-in CapitalDistributions in Excess of Accumulated EarningsAccumulated Other Comprehensive Income / (Loss)Non-controlling InterestsTotal Stockholders’ EquityTotal 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 interests21,976 — — — — — — 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 income241 — — 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 interests4,451 — — (553)— — (553)3,898 
Share-based compensation - amortization and forfeitures— — 17,160 322 — — 17,482 17,482 
Issuance of Series D OP units51,930 — — — — — — 51,930 
Foreign currency translation— — — — 3,173 155 3,328 3,328 
Net income1,599 — — 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 interests1,485 — — (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 units8,966 — — — — — — 8,966 
Issuance of Series preferred G OP units27,261 — — — — — — 27,261 
Redemption of Series G OP Units(2,000)— — — — — — (2,000)
Issuance of Series preferred H OP units58,113 — (5)— — 4,250 4,245 62,358 
Issuance of Series preferred I OP units94,540 — — — — — — 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 income519 — — 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 income205
 —
 —
 —
 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 LLC21,976
 —
 —
 —
 —
 —
 —
 —
 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 income241
 —
 —
 —
 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 & Whitewater4,451
 —
 —
 —
 (553) —
 —
 (553) 3,898
Share-based compensation - amortization and forfeitures—
 —
 —
 17,160
 322
 —
 —
 17,482
 17,482
Issuance of Series preferred D OP units51,930
 —
 —
 —
 —
 —
 —
 —
 51,930
Foreign currency translation—
 —
 —
 ���
 —
 3,173
 155
 3,328
 3,328
Net income1,599
 —
 —
 —
 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.
F - 10
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.


F - 11
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.
SUN COMMUNITIES, INC.
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.

F - 12
SUN COMMUNITIES, INC.
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.


F - 13
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
SUN COMMUNITIES, INC.
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.

F - 14
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 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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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.
SUN COMMUNITIES, INC.
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.

SUN COMMUNITIES, INC.
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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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 livesUseful Life
Land improvement and building15 years-40 years
Rental homes10 years
Furniture, fixtures and equipment5 years-30 years
Computer hardware and software3 years-5 years
Dock improvements15 years-40 years
Site improvements7 years-40 years
Leasehold improvementLesser of lease term or useful life of assets
In-place leases3 months-13 years
Slip in-place leases6 months-7 months
GoodwillIndefinite
Non - competition agreements5 years
Trademarks and trade names
Various(1)
Customer Relationships1 year-7.5 years
Franchise agreements and other intangible assets4.5 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.

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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.



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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.
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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 revenue66,881
 —
 66,881
 54,107
 —
 54,107
 37,511
 —
 37,511
Interest income17,857
 —
 17,857
 20,852
 —
 20,852
 21,180
 (1) 21,179
Brokerage commissions and other revenues, net14,127
 —
 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, 2020December 31, 2019December 31, 2018
Real Property OperationsHome Sales and RentalsConsolidatedReal Property OperationsHome Sales and RentalsConsolidatedReal Property OperationsHome Sales and RentalsConsolidated
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 sales0 175,699 175,699 0 181,936 181,936 0 166,031 166,031 
Rental home revenue0 62,646 62,646 0 57,572 57,572 0 53,657 53,657 
Ancillary revenue102,017 0 102,017 77,638 0 77,638 63,250 0 63,250 
Interest income10,119 0 10,119 17,857 0 17,857 20,852 0 20,852 
Brokerage commissions and other revenues, net17,230 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 NameAcquisition TypeProperty TypeSitesStateMonth Acquired
Cape Cod(1)
Asset acquisitionRV230 MAJanuary
Jellystone Natural BridgeAsset acquisitionRV299 VAFebruary
Forest Springs(2)
Asset acquisitionMH372 CAMay
Crown VillaAsset acquisitionRV123 ORJune
Flamingo LakeAsset acquisitionRV421 FLJuly
WoodsmokeAsset acquisitionRV300 FLSeptember
Jellystone Lone StarAsset acquisitionRV344 TXSeptember
El Capitan & Ocean Mesa(3)(4)
Asset acquisitionRV266 CASeptember
Highland Green Estates & Troy Villa(4)
Asset acquisitionMH1,162 MISeptember
Gig HarborAsset acquisitionRV115 WANovember
Maine MH Portfolio(5)
Asset acquisitionMH1,083 MENovember
Mouse MountainAsset acquisitionMH / RV304 FLDecember
Lakeview Mobile EstatesAsset acquisitionMH296 CADecember
Shenandoah AcresAsset acquisitionRV522 VADecember
Jellystone at Barton LakeAsset acquisitionRV555 INDecember
Kittatinny(4)
Asset acquisitionRV527 NY & PADecember
Total6,919
(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 NameAcquisition TypeProperty TypeWet Slips &
Dry Storage Spaces		StateMonth Acquired
Safe Harbor Marinas(1)
Business combinationMarina37,305 VariousOctober
Hideaway Bay(2)
Business combinationMarina628 GANovember
Anacapa Isle(2)
Business combinationMarina453 CADecember
AnnapolisAsset acquisitionMarina184 MDDecember
WickfordAsset acquisitionMarina60 RIDecember
Rybovich Portfolio(3)
Business combinationMarina78 FLDecember
RocklandAsset acquisitionMarina173 MEDecember
Total38,881
(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.


F - 22
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 DateConsideration
Investment in propertyInventory of manufactured homesIntangible assets, netOther assets (liabilities), netTotal identifiable assets acquired net of liabilities assumedCash and escrowDebt assumedTemporary and permanent equityTotal consider - ation
Cape Cod$13,350 $0 $150 $(295)$13,205 $4,205 $0 $9,000 $13,205 
Jellystone Natural Bridge11,364 0 80 (391)11,053 11,053 0 0 11,053 
Forest Springs51,949 1,337 2,160 (107)55,339 36,260 0 19,079 55,339 
Crown Villa16,792 0 0 (230)16,562 16,562 0 0 16,562 
Flamingo Lake34,000 0 0 (155)33,845 33,845 0 0 33,845 
Woodsmoke25,120 40 840 (461)25,539 25,539 0 0 25,539 
Jellystone Lone Star21,000 0 0 (703)20,297 20,297 0 0 20,297 
El Capitan & Ocean Mesa69,690 0 0 (10,321)59,369 32,108 0 27,261 59,369 
Highland Green Estates & Troy Villa60,988 1,679 2,030 (15)64,682 64,682 0 0 64,682 
Gig Harbor15,250 0 0 (22)15,228 15,228 0 0 15,228 
Maine MH Portfolio79,890 0 1,359 30 81,279 72,479 8,800 0 81,279 
Mouse Mountain15,500 0 0 (4)15,496 15,496 0 0 15,496 
Lakeview Mobile Estates23,750 0 0 (72)23,678 23,678 0 0 23,678 
Shenandoah Acres17,000 0 0 (197)16,803 16,803 0 0 16,803 
Jellystone at Barton Lake24,000 0 0 (397)23,603 23,603 0 0 23,603 
Kittatinny Portfolio16,250 0 0 29 16,279 16,279 00 16,279 
Total$495,893 $3,056 $6,619 $(13,311)$492,257 $428,117 $8,800 $55,340 $492,257 
F - 23
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 DateConsideration
Investment in propertyInventory of Boats parts and retail related ItemsGoodwill and other intangible assets, netOther assets (liabilities), netTotal identifiable assets acquired net of liabilities assumedCash and escrowDebt assumedTemporary and permanent equityTotal consideration
Asset Acquisition
Mears Annapolis24,354 0 6,922 (546)30,730 30,730 0 0 30,730 
Wickford3,468 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.


F - 24
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, 2020December 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 NameAcquisition
Type		TypeSitesDevelopment SitesStateMonth Acquired
Slickrock CampgroundAsset acquisitionRV193 0 UTDecember
Pandion RidgeAsset acquisitionRV142 351 ALNovember
Jensen Portfolio(1)
Asset acquisitionMH5,230 466 VariousOctober
Glen EllisAsset acquisitionRV244 40 NHSeptember
Leisure Point Resort(2)
Asset acquisitionMH / RV502 0 DESeptember
Reunion LakeAsset acquisitionRV202 69 LAJuly
Sun Outdoors Sevierville Pigeon ForgeAsset acquisitionRV309 0 TNMay
Massey’s Landing RVAsset acquisitionRV291 0 DEFebruary
Shelby Properties(3)
Asset acquisitionMH1,308 0 MIFebruary
Buena VistaAsset acquisitionMH400 0 AZFebruary
Country Village Estates(4)
Asset acquisitionMH518 0 ORJanuary
Hid’n Pines RVAsset acquisitionRV321 0 MEJanuary
Hacienda del RioAsset acquisitionMH (Age-Restricted)730 0 FLJanuary
Total10,390 926 
(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.


F - 25
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 Ridge19,070
 —
 —
 (92) $18,978
 18,978
 —
 —
 18,978
Jensen Portfolio374,402
 3,605
 7,752
 3,938
 $389,697
 18,306
 58,000
 313,391
 389,697
Glen Ellis5,955
 —
 —
 (79) 5,876
 1,976
 3,900
 —
 5,876
Leisure Point Resort43,632
 18
 850
 (678) 43,822
 43,822
 —
 —
 43,822
Reunion Lake23,493
 —
 —
 (1,153) 22,340
 22,340
 —
 —
 22,340
River Plantation22,589
 75
 —
 —
 22,664
 22,664
 —
 —
 22,664
Massey's Landing36,250
 —
 220
 (446) 36,024
 36,024
 —
 —
 36,024
Shelby Properties85,969
 2,011
 6,520
 (1,015) 93,485
 93,485
 —
 —
 93,485
Buena Vista20,221
 439
 1,590
 (93) 22,157
 22,157
 —
 —
 22,157
Country Village62,784
 —
 2,020
 31
 64,835
 12,905
 —
 51,930
 64,835
Hid'n Pines10,680
 —
 70
 (233) 10,517
 10,517
 —
 —
 10,517
Hacienda del Rio111,971
 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 DateConsideration
Investment in propertyInventory of manufactured homesIntangible assets, netOther assets (liabilities), netTotal identifiable assets acquired net of liabilities assumedCash and escrowDebt assumedTemporary and permanent equityTotal consideration
Slickrock Campground$8,250 $0 $0 $8 $8,258 $8,258 $0 $0 $8,258 
Pandion Ridge19,070 0 0 (92)18,978 18,978 0 0 18,978 
Jensen Portfolio374,402 3,605 7,752 3,938 389,697 18,306 58,000 313,391 389,697 
Glen Ellis5,955 0 0 (79)5,876 1,976 3,900 0 5,876 
Leisure Point Resort43,632 18 850 (678)43,822 43,822 0 0 43,822 
Reunion Lake23,493 0 0 (1,153)22,340 22,340 0 0 22,340 
Sun Outdoors Sevierville Pigeon Forge22,589 75 0 0 22,664 22,664 0 0 22,664 
Massey's Landing36,250 0 220 (446)36,024 36,024 0 0 36,024 
Shelby Properties85,969 2,011 6,520 (1,015)93,485 93,485 0 0 93,485 
Buena Vista20,221 439 1,590 (93)22,157 22,157 0 0 22,157 
Country Village62,784 0 2,020 31 64,835 12,905 0 51,930 64,835 
Hid'n Pines10,680 0 70 (233)10,517 10,517 0 0 10,517 
Hacienda del Rio111,971 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.

F - 26
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
Archview14,550
 —
 —
 —
 14,550
 14,550
 —
 —
 14,550
Petoskey KOA8,730
 270
 —
 —
 9,000
 9,000
 —
 —
 9,000
Sands13,790
 460
 —
 —
 14,250
 14,250
 —
 —
 14,250
Sun NG Resorts240,649
 16,339
 (3,120) (11,990) 241,878
 184,625
 35,277
 21,976
 241,878
Silver Creek7,250
 —
 —
 —
 7,250
 7,250
 —
 —
 7,250
Highway West36,500
 —
 —
 —
 36,500
 36,500
 —
 —
 36,500
Compass13,930
 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) $(936)
Lower of cost or market write-downs140
 660
(Increase) / decrease to reserve balance80
 (531)
Gain on derecognition of collaterized receivables587
 —
Total activity807
 129
Ending balance$—
 $(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, 2020December 31, 2019
Installment notes receivable on manufactured homes, net$85,866 $95,580 
Notes receivable from real estate developers52,638 18,960 
Other receivables, net83,146 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 homes341
 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, 2020December 31, 2019
Beginning balance of gross installment notes receivable$96,225 $113,495 
Financed sale of manufactured homes5,014 341 
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 receivable87,142 96,225 
Beginning balance of allowance for losses on installment notes receivables(645)(697)
Adjustment to allowance for losses0 52 
Initial fair value option adjustment (see Note 19)
645 0 
Ending balance of allowance for losses on installment notes receivables0 (645)
Initial fair value option adjustment (see Note 19)991 0 
Adjustment for notes receivable related to assets held for sale7 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) $(377)
Lower of cost or market write-downs203
 678
Increase to reserve balance(151) (998)
Total activity52
 (320)
Ending balance$(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.


F - 27
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, 2020December 31, 2019
Intangible AssetUseful LifeGross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
GoodwillIndefinite$428,833 n/a$0 n/a
In-place leases3 months - 13 years134,651 (92,216)127,313 (74,548)
Slip in-place leases6 months10,880 (111)0 0 
Non-competition agreements5 years10,000 0 0 0 
Trademarks and trade names
Various(1)
116,500 — 0 — 
Customer relationships1 - 7.5 years108,000 (2,371)0 0 
Franchise agreements and other intangible assets7 - 20 years23,856 (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 ExpenseDecember 31, 2020December 31, 2019December 31, 2018
In-place leases$18,075 $14,912 $12,913 
Slip in-place leases111 0 0 
Franchise fees and other intangible assets3,193 818 507 
Total$21,379 $15,730 $13,420 

F - 28
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


20212022202320242025
In-place leases$15,644 $10,733 $7,314 $5,051 $4,503 
Slip in-place leases6,767 0 0 0 0 
Non-competition agreements2,000 2,000 2,000 2,000 2,000 
Trademarks and trade names1,000 1,000 500 0 0 
Customer Relationships16,818 16,818 16,818 16,818 16,068 
Franchise agreements and other intangible assets1,490 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, 2018InvestmentDecember 31, 2020December 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 JV26,890 11,995 
Investment in GTSC (1)
 18.5
 29.8
Investment in GTSCInvestment in GTSC25,495 18,488 
Investment in OFS 0.1
 0.1
Investment in OFS152 148 
Investment in SV LiftInvestment in SV Lift3,490 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.

F - 29
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 incomeDecember 31, 2020December 31, 2019December 31, 2018
RezPlot equity loss$(1,887)$(1,344)$0 
Sungenia JV equity income / (loss)338 (290)0 
GTSC equity income3,944 2,803 604 
OFS equity income148 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, 2020December 31, 2019
Beginning balance$18,488 $29,780 
Adjustment of allowance for losses0 144 
Initial fair value option adjustment (see Note 19)
317 0 
Contributions19,030 33,143 
Distributions(14,676)(47,382)
Equity earnings3,944 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, 2020December 31, 2019
Beginning balance$11,995 $723 
Cumulative translation adjustment2,180 (20)
Contributions12,377 11,582 
Equity earnings338 (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.

F - 30
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 assets23,894
 19,809
   Total Assets$368,194
 $327,980
    
Liabilities and Other Equity   
Debt$46,993
 $44,172
Preferred Equity - Sun NG Resorts - mandatorily redeemable35,249
 35,277
Other liabilities13,631
 6,914
   Total Liabilities95,873
 86,363
Equity Interest - NG Sun LLC & NG Whitewater27,091
 21,976
Noncontrolling interests8,542
 7,145
   Total Liabilities and Other Equity$131,506
 $115,484

December 31, 2020December 31, 2019
Assets
Investment property, net$438,918 $344,300 
Other assets, net24,554 23,894 
Total Assets$463,472 $368,194 
Liabilities and Other Equity
Debt$47,706 $46,993 
Preferred Equity - Sun NG Resorts - mandatorily redeemable35,249 35,249 
Other liabilities21,957 13,631 
Total Liabilities104,912 95,873 
Other redeemable noncontrolling interests28,469 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 - FNMA697,589
 770,417
 7.0 5.1 3.7% 4.4%
Collateralized term loans - CMBS397,868
 405,702
 3.1 4.1 5.1% 5.1%
Collateralized term loans - FMCC374,727
 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 redeemable35,249
 35,277
 2.8 3.8 6.0% 6.0%
Preferred OP units - mandatorily redeemable34,663
 37,338
 4.0 4.7 6.5% 6.6%
Lines of credit183,898
 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 AmountWeighted Average
Years to Maturity		Weighted Average
Interest Rates
 December 31, 2020December 31, 2019December 31, 2020December 31, 2019December 31, 2020December 31, 2019
Collateralized term loans - Life Companies$1,658,239 $1,710,408 16.317.13.990 %4.012 %
Collateralized term loans - FNMA1,150,924 697,589 9.17.03.230 %3.659 %
Collateralized term loans - CMBS267,205 397,868 2.93.14.789 %5.103 %
Collateralized term loans - FMCC368,599 374,727 3.94.93.854 %3.856 %
Total Collateralized Term Loans3,444,967 3,180,592 
Preferred equity - Sun NG Resorts - mandatorily redeemable35,249 35,249 3.82.86.000 %6.000 %
Preferred OP units - mandatorily redeemable34,663 34,663 5.14.05.932 %6.500 %
Lines of credit and other debt1,242,197 183,898 3.73.52.078 %2.710 %
Total Debt$4,757,076 $3,434,402 9.411.13.370 %4.026 %


F - 31
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 EndedRepayment AmountFixed
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 EndedLoan AmountTerm
(in years)		Interest RateMaturity Date
December 31, 2020$268,800 (1)122.662 %(3)May 1, 2030
November 1, 2032
March 31, 2020$230,000 152.995 %April 1, 2035
December 31, 2019$400,000 (2)214.026 %(3)December 15, 2039
December 15, 2041
September 30, 2019$250,000 102.925 %October 1, 2029
March 31, 2019$265,000 254.170 %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.


F - 32
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.
F - 33
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 amortization1,026,857
 60,723
 60,873
 61,326
 60,604
 57,082
 726,249
Preferred Equity - Sun NG Resorts - mandatorily redeemable35,249
 —
 —
 35,249
 —
 —
 —
Preferred OP units - mandatorily redeemable34,663
 —
 —
 —
 —
 34,663
 —
Lines of credit183,898
 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 Due20212022202320242025Thereafter
Mortgage loans payable
Maturities$2,461,838 $0 $82,155 $185,618 $315,330 $50,528 $1,828,207 
Principal amortization997,023 59,585 61,364 60,739 57,293 53,879 704,163 
Preferred Equity - Sun NG Resorts - mandatorily redeemable35,249 0 0 0 33,428 1,821 0 
Preferred OP units - mandatorily redeemable34,663 0 0 0 27,373 0 7,290 
Lines of credit and other debt1,242,197 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 

F - 34
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 EndedCommon Stock
Issued		Weighted Average
Sales Price		Net Proceeds
(in Millions)
September 30, 2018398,516 $100.19 $39.4 
June 30, 20181,008,699 $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/SharesCommon Stock Units/SharesCommon 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/SharesCommon 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 DatePayment DateDistribution per ShareTotal Distribution (in Thousands)
Common Stock, Common OP units and Restricted Stock 12/31/20191/15/2020$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.


F - 13
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.

F - 14
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.
F - 15
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 PeriodTypePlanShares Granted Grant Date Fair Value Per Share Vesting TypeVesting Anniversary Percentage
2019Executive Officers2015 Equity Incentive Plan44,000
 $115.39
(1) 
Time Based20.0% annually over 5 years
2019Executive Officers2015 Equity Incentive Plan66,000
(2) 
$115.39
(2) 
Market Condition3rd 100.0%
2019Directors2004 Non-Employee Director Option Plan18,000
 $113.68
(1) 
Time Based3rd 100.0%
2019Key Employees2015 Equity Incentive Plan55,770
 $120.01
(1) 
Time Based20.0% annually over 5 years
2019Key Employees2015 Equity Incentive Plan6,250
 $142.48
(1) 
Time Based20.0% annually over 5 years
2018Key Employees2015 Equity Incentive Plan16,500
 $88.30
(1) 
Time Based2nd 35.0%
        3rd 35.0%
        4th 20.0%
        5th 5.0%
        6th 5.0%
2018Key Employees2015 Equity Incentive Plan50,100
 $86.97
(1) 
Time Based20.0% annually over 5 years
2018Executive Officers2015 Equity Incentive Plan60,000
 $87.24
(1) 
Time Based20.0% annually over 5 years
2018Executive Officers2015 Equity Incentive Plan90,000
 $65.24
(3) 
Market Condition3rd 100.0%
2018Directors2004 Non-Employee Director Option Plan16,800
 $85.28
(1) 
Time Based3rd 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, 2017841,634
 $56.38
Granted219,400
 $79.38
Vested(196,412) $47.60
Forfeited(4,769) $56.43
Unvested restricted shares at December 31, 2017859,853
 $64.25
Granted233,400
 $87.12
Vested(214,111) $54.69
Forfeited(8,025) $72.16
Unvested restricted shares at December 31, 2018871,117
 $72.65
Granted190,020
 $117.47
Vested(237,406) $64.46
Forfeited(10,690) $79.58
Unvested restricted shares at December 31, 2019813,041
 $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 sales375,690
 156,352
 532,042
 330,695
 146,637
 477,332
 290,016
 117,274
 407,290
Net operating income / Gross profit616,855
 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, net31,984
 —
 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 securities34,240
 —
 34,240
 (3,639) —
 (3,639) —
 —
 —
Other income / (expense), net3,604
 (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 benefit222
 —
 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 securities94,727
 —
 94,727
 49,037
 —
 49,037
Inventory of manufactured homes—
 62,061
 62,061
 —
 49,199
 49,199
Notes and other receivables, net142,509
 15,417
 157,926
 145,673
 14,404
 160,077
Collateralized receivables, net—
 —
 —
 106,924
 —
 106,924
Other assets, net167,804
 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 capital1.30
 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 differences28,787
 28,140
Other395
 784
Gross deferred tax assets47,191
 46,995
Valuation allowance(45,342) (44,817)
Net deferred tax assets1,849
 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

F - 16
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.

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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 livesUseful Life
Land improvement and building15 years-40 years
Rental homes10 years
Furniture, fixtures and equipment5 years-30 years
Computer hardware and software3 years-5 years
Dock improvements15 years-40 years
Site improvements7 years-40 years
Leasehold improvementLesser of lease term or useful life of assets
In-place leases3 months-13 years
Slip in-place leases6 months-7 months
GoodwillIndefinite
Non - competition agreements5 years
Trademarks and trade names
Various(1)
Customer Relationships1 year-7.5 years
Franchise agreements and other intangible assets4.5 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.

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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.


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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.
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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, 2020December 31, 2019December 31, 2018
Real Property OperationsHome Sales and RentalsConsolidatedReal Property OperationsHome Sales and RentalsConsolidatedReal Property OperationsHome Sales and RentalsConsolidated
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 sales0 175,699 175,699 0 181,936 181,936 0 166,031 166,031 
Rental home revenue0 62,646 62,646 0 57,572 57,572 0 53,657 53,657 
Ancillary revenue102,017 0 102,017 77,638 0 77,638 63,250 0 63,250 
Interest income10,119 0 10,119 17,857 0 17,857 20,852 0 20,852 
Brokerage commissions and other revenues, net17,230 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.

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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 NameAcquisition TypeProperty TypeSitesStateMonth Acquired
Cape Cod(1)
Asset acquisitionRV230 MAJanuary
Jellystone Natural BridgeAsset acquisitionRV299 VAFebruary
Forest Springs(2)
Asset acquisitionMH372 CAMay
Crown VillaAsset acquisitionRV123 ORJune
Flamingo LakeAsset acquisitionRV421 FLJuly
WoodsmokeAsset acquisitionRV300 FLSeptember
Jellystone Lone StarAsset acquisitionRV344 TXSeptember
El Capitan & Ocean Mesa(3)(4)
Asset acquisitionRV266 CASeptember
Highland Green Estates & Troy Villa(4)
Asset acquisitionMH1,162 MISeptember
Gig HarborAsset acquisitionRV115 WANovember
Maine MH Portfolio(5)
Asset acquisitionMH1,083 MENovember
Mouse MountainAsset acquisitionMH / RV304 FLDecember
Lakeview Mobile EstatesAsset acquisitionMH296 CADecember
Shenandoah AcresAsset acquisitionRV522 VADecember
Jellystone at Barton LakeAsset acquisitionRV555 INDecember
Kittatinny(4)
Asset acquisitionRV527 NY & PADecember
Total6,919
(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 NameAcquisition TypeProperty TypeWet Slips &
Dry Storage Spaces		StateMonth Acquired
Safe Harbor Marinas(1)
Business combinationMarina37,305 VariousOctober
Hideaway Bay(2)
Business combinationMarina628 GANovember
Anacapa Isle(2)
Business combinationMarina453 CADecember
AnnapolisAsset acquisitionMarina184 MDDecember
WickfordAsset acquisitionMarina60 RIDecember
Rybovich Portfolio(3)
Business combinationMarina78 FLDecember
RocklandAsset acquisitionMarina173 MEDecember
Total38,881
(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.


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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 DateConsideration
Investment in propertyInventory of manufactured homesIntangible assets, netOther assets (liabilities), netTotal identifiable assets acquired net of liabilities assumedCash and escrowDebt assumedTemporary and permanent equityTotal consider - ation
Cape Cod$13,350 $0 $150 $(295)$13,205 $4,205 $0 $9,000 $13,205 
Jellystone Natural Bridge11,364 0 80 (391)11,053 11,053 0 0 11,053 
Forest Springs51,949 1,337 2,160 (107)55,339 36,260 0 19,079 55,339 
Crown Villa16,792 0 0 (230)16,562 16,562 0 0 16,562 
Flamingo Lake34,000 0 0 (155)33,845 33,845 0 0 33,845 
Woodsmoke25,120 40 840 (461)25,539 25,539 0 0 25,539 
Jellystone Lone Star21,000 0 0 (703)20,297 20,297 0 0 20,297 
El Capitan & Ocean Mesa69,690 0 0 (10,321)59,369 32,108 0 27,261 59,369 
Highland Green Estates & Troy Villa60,988 1,679 2,030 (15)64,682 64,682 0 0 64,682 
Gig Harbor15,250 0 0 (22)15,228 15,228 0 0 15,228 
Maine MH Portfolio79,890 0 1,359 30 81,279 72,479 8,800 0 81,279 
Mouse Mountain15,500 0 0 (4)15,496 15,496 0 0 15,496 
Lakeview Mobile Estates23,750 0 0 (72)23,678 23,678 0 0 23,678 
Shenandoah Acres17,000 0 0 (197)16,803 16,803 0 0 16,803 
Jellystone at Barton Lake24,000 0 0 (397)23,603 23,603 0 0 23,603 
Kittatinny Portfolio16,250 0 0 29 16,279 16,279 00 16,279 
Total$495,893 $3,056 $6,619 $(13,311)$492,257 $428,117 $8,800 $55,340 $492,257 
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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 DateConsideration
Investment in propertyInventory of Boats parts and retail related ItemsGoodwill and other intangible assets, netOther assets (liabilities), netTotal identifiable assets acquired net of liabilities assumedCash and escrowDebt assumedTemporary and permanent equityTotal consideration
Asset Acquisition
Mears Annapolis24,354 0 6,922 (546)30,730 30,730 0 0 30,730 
Wickford3,468 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.


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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, 2020December 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 NameAcquisition
Type		TypeSitesDevelopment SitesStateMonth Acquired
Slickrock CampgroundAsset acquisitionRV193 0 UTDecember
Pandion RidgeAsset acquisitionRV142 351 ALNovember
Jensen Portfolio(1)
Asset acquisitionMH5,230 466 VariousOctober
Glen EllisAsset acquisitionRV244 40 NHSeptember
Leisure Point Resort(2)
Asset acquisitionMH / RV502 0 DESeptember
Reunion LakeAsset acquisitionRV202 69 LAJuly
Sun Outdoors Sevierville Pigeon ForgeAsset acquisitionRV309 0 TNMay
Massey’s Landing RVAsset acquisitionRV291 0 DEFebruary
Shelby Properties(3)
Asset acquisitionMH1,308 0 MIFebruary
Buena VistaAsset acquisitionMH400 0 AZFebruary
Country Village Estates(4)
Asset acquisitionMH518 0 ORJanuary
Hid’n Pines RVAsset acquisitionRV321 0 MEJanuary
Hacienda del RioAsset acquisitionMH (Age-Restricted)730 0 FLJanuary
Total10,390 926 
(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.


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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 DateConsideration
Investment in propertyInventory of manufactured homesIntangible assets, netOther assets (liabilities), netTotal identifiable assets acquired net of liabilities assumedCash and escrowDebt assumedTemporary and permanent equityTotal consideration
Slickrock Campground$8,250 $0 $0 $8 $8,258 $8,258 $0 $0 $8,258 
Pandion Ridge19,070 0 0 (92)18,978 18,978 0 0 18,978 
Jensen Portfolio374,402 3,605 7,752 3,938 389,697 18,306 58,000 313,391 389,697 
Glen Ellis5,955 0 0 (79)5,876 1,976 3,900 0 5,876 
Leisure Point Resort43,632 18 850 (678)43,822 43,822 0 0 43,822 
Reunion Lake23,493 0 0 (1,153)22,340 22,340 0 0 22,340 
Sun Outdoors Sevierville Pigeon Forge22,589 75 0 0 22,664 22,664 0 0 22,664 
Massey's Landing36,250 0 220 (446)36,024 36,024 0 0 36,024 
Shelby Properties85,969 2,011 6,520 (1,015)93,485 93,485 0 0 93,485 
Buena Vista20,221 439 1,590 (93)22,157 22,157 0 0 22,157 
Country Village62,784 0 2,020 31 64,835 12,905 0 51,930 64,835 
Hid'n Pines10,680 0 70 (233)10,517 10,517 0 0 10,517 
Hacienda del Rio111,971 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.
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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, 2020December 31, 2019
Installment notes receivable on manufactured homes, net$85,866 $95,580 
Notes receivable from real estate developers52,638 18,960 
Other receivables, net83,146 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, 2020December 31, 2019
Beginning balance of gross installment notes receivable$96,225 $113,495 
Financed sale of manufactured homes5,014 341 
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 receivable87,142 96,225 
Beginning balance of allowance for losses on installment notes receivables(645)(697)
Adjustment to allowance for losses0 52 
Initial fair value option adjustment (see Note 19)
645 0 
Ending balance of allowance for losses on installment notes receivables0 (645)
Initial fair value option adjustment (see Note 19)991 0 
Adjustment for notes receivable related to assets held for sale7 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.


F - 27
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, 2020December 31, 2019
Intangible AssetUseful LifeGross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
GoodwillIndefinite$428,833 n/a$0 n/a
In-place leases3 months - 13 years134,651 (92,216)127,313 (74,548)
Slip in-place leases6 months10,880 (111)0 0 
Non-competition agreements5 years10,000 0 0 0 
Trademarks and trade names
Various(1)
116,500 — 0 — 
Customer relationships1 - 7.5 years108,000 (2,371)0 0 
Franchise agreements and other intangible assets7 - 20 years23,856 (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 ExpenseDecember 31, 2020December 31, 2019December 31, 2018
In-place leases$18,075 $14,912 $12,913 
Slip in-place leases111 0 0 
Franchise fees and other intangible assets3,193 818 507 
Total$21,379 $15,730 $13,420 

F - 28
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):

20212022202320242025
In-place leases$15,644 $10,733 $7,314 $5,051 $4,503 
Slip in-place leases6,767 0 0 0 0 
Non-competition agreements2,000 2,000 2,000 2,000 2,000 
Trademarks and trade names1,000 1,000 500 0 0 
Customer Relationships16,818 16,818 16,818 16,818 16,068 
Franchise agreements and other intangible assets1,490 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):

InvestmentDecember 31, 2020December 31, 2019
Investment in RezPlot$3,047 $4,184 
Investment in Sungenia JV26,890 11,995 
Investment in GTSC25,495 18,488 
Investment in OFS152 148 
Investment in SV Lift3,490 2,961 
Total$59,074 $37,776 

F - 29
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 incomeDecember 31, 2020December 31, 2019December 31, 2018
RezPlot equity loss$(1,887)$(1,344)$0 
Sungenia JV equity income / (loss)338 (290)0 
GTSC equity income3,944 2,803 604 
OFS equity income148 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, 2020December 31, 2019
Beginning balance$18,488 $29,780 
Adjustment of allowance for losses0 144 
Initial fair value option adjustment (see Note 19)
317 0 
Contributions19,030 33,143 
Distributions(14,676)(47,382)
Equity earnings3,944 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, 2020December 31, 2019
Beginning balance$11,995 $723 
Cumulative translation adjustment2,180 (20)
Contributions12,377 11,582 
Equity earnings338 (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.
F - 30
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, 2020December 31, 2019
Assets
Investment property, net$438,918 $344,300 
Other assets, net24,554 23,894 
Total Assets$463,472 $368,194 
Liabilities and Other Equity
Debt$47,706 $46,993 
Preferred Equity - Sun NG Resorts - mandatorily redeemable35,249 35,249 
Other liabilities21,957 13,631 
Total Liabilities104,912 95,873 
Other redeemable noncontrolling interests28,469 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 AmountWeighted Average
Years to Maturity		Weighted Average
Interest Rates
 December 31, 2020December 31, 2019December 31, 2020December 31, 2019December 31, 2020December 31, 2019
Collateralized term loans - Life Companies$1,658,239 $1,710,408 16.317.13.990 %4.012 %
Collateralized term loans - FNMA1,150,924 697,589 9.17.03.230 %3.659 %
Collateralized term loans - CMBS267,205 397,868 2.93.14.789 %5.103 %
Collateralized term loans - FMCC368,599 374,727 3.94.93.854 %3.856 %
Total Collateralized Term Loans3,444,967 3,180,592 
Preferred equity - Sun NG Resorts - mandatorily redeemable35,249 35,249 3.82.86.000 %6.000 %
Preferred OP units - mandatorily redeemable34,663 34,663 5.14.05.932 %6.500 %
Lines of credit and other debt1,242,197 183,898 3.73.52.078 %2.710 %
Total Debt$4,757,076 $3,434,402 9.411.13.370 %4.026 %


F - 31
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 EndedRepayment AmountFixed
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 EndedLoan AmountTerm
(in years)		Interest RateMaturity Date
December 31, 2020$268,800 (1)122.662 %(3)May 1, 2030
November 1, 2032
March 31, 2020$230,000 152.995 %April 1, 2035
December 31, 2019$400,000 (2)214.026 %(3)December 15, 2039
December 15, 2041
September 30, 2019$250,000 102.925 %October 1, 2029
March 31, 2019$265,000 254.170 %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.


F - 32
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.
F - 33
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 Due20212022202320242025Thereafter
Mortgage loans payable
Maturities$2,461,838 $0 $82,155 $185,618 $315,330 $50,528 $1,828,207 
Principal amortization997,023 59,585 61,364 60,739 57,293 53,879 704,163 
Preferred Equity - Sun NG Resorts - mandatorily redeemable35,249 0 0 0 33,428 1,821 0 
Preferred OP units - mandatorily redeemable34,663 0 0 0 27,373 0 7,290 
Lines of credit and other debt1,242,197 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 

F - 34
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 EndedCommon Stock
Issued		Weighted Average
Sales Price		Net Proceeds
(in Millions)
September 30, 2018398,516 $100.19 $39.4 
June 30, 20181,008,699 $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 Liabilities
F - 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.

F - 14
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.
F - 15
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
F - 16
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.

F - 17
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 livesUseful Life
Land improvement and building15 years-40 years
Rental homes10 years
Furniture, fixtures and equipment5 years-30 years
Computer hardware and software3 years-5 years
Dock improvements15 years-40 years
Site improvements7 years-40 years
Leasehold improvementLesser of lease term or useful life of assets
In-place leases3 months-13 years
Slip in-place leases6 months-7 months
GoodwillIndefinite
Non - competition agreements5 years
Trademarks and trade names
Various(1)
Customer Relationships1 year-7.5 years
Franchise agreements and other intangible assets4.5 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.

F - 18
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


Accounting for leases
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.


Recent
F - 19
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.
F - 20
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, 2020December 31, 2019December 31, 2018
Real Property OperationsHome Sales and RentalsConsolidatedReal Property OperationsHome Sales and RentalsConsolidatedReal Property OperationsHome Sales and RentalsConsolidated
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 sales0 175,699 175,699 0 181,936 181,936 0 166,031 166,031 
Rental home revenue0 62,646 62,646 0 57,572 57,572 0 53,657 53,657 
Ancillary revenue102,017 0 102,017 77,638 0 77,638 63,250 0 63,250 
Interest income10,119 0 10,119 17,857 0 17,857 20,852 0 20,852 
Brokerage commissions and other revenues, net17,230 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.

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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 NameAcquisition TypeProperty TypeSitesStateMonth Acquired
Cape Cod(1)
Asset acquisitionRV230 MAJanuary
Jellystone Natural BridgeAsset acquisitionRV299 VAFebruary
Forest Springs(2)
Asset acquisitionMH372 CAMay
Crown VillaAsset acquisitionRV123 ORJune
Flamingo LakeAsset acquisitionRV421 FLJuly
WoodsmokeAsset acquisitionRV300 FLSeptember
Jellystone Lone StarAsset acquisitionRV344 TXSeptember
El Capitan & Ocean Mesa(3)(4)
Asset acquisitionRV266 CASeptember
Highland Green Estates & Troy Villa(4)
Asset acquisitionMH1,162 MISeptember
Gig HarborAsset acquisitionRV115 WANovember
Maine MH Portfolio(5)
Asset acquisitionMH1,083 MENovember
Mouse MountainAsset acquisitionMH / RV304 FLDecember
Lakeview Mobile EstatesAsset acquisitionMH296 CADecember
Shenandoah AcresAsset acquisitionRV522 VADecember
Jellystone at Barton LakeAsset acquisitionRV555 INDecember
Kittatinny(4)
Asset acquisitionRV527 NY & PADecember
Total6,919
(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 NameAcquisition TypeProperty TypeWet Slips &
Dry Storage Spaces		StateMonth Acquired
Safe Harbor Marinas(1)
Business combinationMarina37,305 VariousOctober
Hideaway Bay(2)
Business combinationMarina628 GANovember
Anacapa Isle(2)
Business combinationMarina453 CADecember
AnnapolisAsset acquisitionMarina184 MDDecember
WickfordAsset acquisitionMarina60 RIDecember
Rybovich Portfolio(3)
Business combinationMarina78 FLDecember
RocklandAsset acquisitionMarina173 MEDecember
Total38,881
(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.


F - 22
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 DateConsideration
Investment in propertyInventory of manufactured homesIntangible assets, netOther assets (liabilities), netTotal identifiable assets acquired net of liabilities assumedCash and escrowDebt assumedTemporary and permanent equityTotal consider - ation
Cape Cod$13,350 $0 $150 $(295)$13,205 $4,205 $0 $9,000 $13,205 
Jellystone Natural Bridge11,364 0 80 (391)11,053 11,053 0 0 11,053 
Forest Springs51,949 1,337 2,160 (107)55,339 36,260 0 19,079 55,339 
Crown Villa16,792 0 0 (230)16,562 16,562 0 0 16,562 
Flamingo Lake34,000 0 0 (155)33,845 33,845 0 0 33,845 
Woodsmoke25,120 40 840 (461)25,539 25,539 0 0 25,539 
Jellystone Lone Star21,000 0 0 (703)20,297 20,297 0 0 20,297 
El Capitan & Ocean Mesa69,690 0 0 (10,321)59,369 32,108 0 27,261 59,369 
Highland Green Estates & Troy Villa60,988 1,679 2,030 (15)64,682 64,682 0 0 64,682 
Gig Harbor15,250 0 0 (22)15,228 15,228 0 0 15,228 
Maine MH Portfolio79,890 0 1,359 30 81,279 72,479 8,800 0 81,279 
Mouse Mountain15,500 0 0 (4)15,496 15,496 0 0 15,496 
Lakeview Mobile Estates23,750 0 0 (72)23,678 23,678 0 0 23,678 
Shenandoah Acres17,000 0 0 (197)16,803 16,803 0 0 16,803 
Jellystone at Barton Lake24,000 0 0 (397)23,603 23,603 0 0 23,603 
Kittatinny Portfolio16,250 0 0 29 16,279 16,279 00 16,279 
Total$495,893 $3,056 $6,619 $(13,311)$492,257 $428,117 $8,800 $55,340 $492,257 
F - 23
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 DateConsideration
Investment in propertyInventory of Boats parts and retail related ItemsGoodwill and other intangible assets, netOther assets (liabilities), netTotal identifiable assets acquired net of liabilities assumedCash and escrowDebt assumedTemporary and permanent equityTotal consideration
Asset Acquisition
Mears Annapolis24,354 0 6,922 (546)30,730 30,730 0 0 30,730 
Wickford3,468 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.


F - 24
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, 2020December 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 NameAcquisition
Type		TypeSitesDevelopment SitesStateMonth Acquired
Slickrock CampgroundAsset acquisitionRV193 0 UTDecember
Pandion RidgeAsset acquisitionRV142 351 ALNovember
Jensen Portfolio(1)
Asset acquisitionMH5,230 466 VariousOctober
Glen EllisAsset acquisitionRV244 40 NHSeptember
Leisure Point Resort(2)
Asset acquisitionMH / RV502 0 DESeptember
Reunion LakeAsset acquisitionRV202 69 LAJuly
Sun Outdoors Sevierville Pigeon ForgeAsset acquisitionRV309 0 TNMay
Massey’s Landing RVAsset acquisitionRV291 0 DEFebruary
Shelby Properties(3)
Asset acquisitionMH1,308 0 MIFebruary
Buena VistaAsset acquisitionMH400 0 AZFebruary
Country Village Estates(4)
Asset acquisitionMH518 0 ORJanuary
Hid’n Pines RVAsset acquisitionRV321 0 MEJanuary
Hacienda del RioAsset acquisitionMH (Age-Restricted)730 0 FLJanuary
Total10,390 926 
(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.


F - 25
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 DateConsideration
Investment in propertyInventory of manufactured homesIntangible assets, netOther assets (liabilities), netTotal identifiable assets acquired net of liabilities assumedCash and escrowDebt assumedTemporary and permanent equityTotal consideration
Slickrock Campground$8,250 $0 $0 $8 $8,258 $8,258 $0 $0 $8,258 
Pandion Ridge19,070 0 0 (92)18,978 18,978 0 0 18,978 
Jensen Portfolio374,402 3,605 7,752 3,938 389,697 18,306 58,000 313,391 389,697 
Glen Ellis5,955 0 0 (79)5,876 1,976 3,900 0 5,876 
Leisure Point Resort43,632 18 850 (678)43,822 43,822 0 0 43,822 
Reunion Lake23,493 0 0 (1,153)22,340 22,340 0 0 22,340 
Sun Outdoors Sevierville Pigeon Forge22,589 75 0 0 22,664 22,664 0 0 22,664 
Massey's Landing36,250 0 220 (446)36,024 36,024 0 0 36,024 
Shelby Properties85,969 2,011 6,520 (1,015)93,485 93,485 0 0 93,485 
Buena Vista20,221 439 1,590 (93)22,157 22,157 0 0 22,157 
Country Village62,784 0 2,020 31 64,835 12,905 0 51,930 64,835 
Hid'n Pines10,680 0 70 (233)10,517 10,517 0 0 10,517 
Hacienda del Rio111,971 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.
F - 26
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, 2020December 31, 2019
Installment notes receivable on manufactured homes, net$85,866 $95,580 
Notes receivable from real estate developers52,638 18,960 
Other receivables, net83,146 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, 2020December 31, 2019
Beginning balance of gross installment notes receivable$96,225 $113,495 
Financed sale of manufactured homes5,014 341 
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 receivable87,142 96,225 
Beginning balance of allowance for losses on installment notes receivables(645)(697)
Adjustment to allowance for losses0 52 
Initial fair value option adjustment (see Note 19)
645 0 
Ending balance of allowance for losses on installment notes receivables0 (645)
Initial fair value option adjustment (see Note 19)991 0 
Adjustment for notes receivable related to assets held for sale7 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.


F - 27
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, 2020December 31, 2019
Intangible AssetUseful LifeGross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
GoodwillIndefinite$428,833 n/a$0 n/a
In-place leases3 months - 13 years134,651 (92,216)127,313 (74,548)
Slip in-place leases6 months10,880 (111)0 0 
Non-competition agreements5 years10,000 0 0 0 
Trademarks and trade names
Various(1)
116,500 — 0 — 
Customer relationships1 - 7.5 years108,000 (2,371)0 0 
Franchise agreements and other intangible assets7 - 20 years23,856 (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 ExpenseDecember 31, 2020December 31, 2019December 31, 2018
In-place leases$18,075 $14,912 $12,913 
Slip in-place leases111 0 0 
Franchise fees and other intangible assets3,193 818 507 
Total$21,379 $15,730 $13,420 

F - 28
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):

20212022202320242025
In-place leases$15,644 $10,733 $7,314 $5,051 $4,503 
Slip in-place leases6,767 0 0 0 0 
Non-competition agreements2,000 2,000 2,000 2,000 2,000 
Trademarks and trade names1,000 1,000 500 0 0 
Customer Relationships16,818 16,818 16,818 16,818 16,068 
Franchise agreements and other intangible assets1,490 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):

InvestmentDecember 31, 2020December 31, 2019
Investment in RezPlot$3,047 $4,184 
Investment in Sungenia JV26,890 11,995 
Investment in GTSC25,495 18,488 
Investment in OFS152 148 
Investment in SV Lift3,490 2,961 
Total$59,074 $37,776 

F - 29
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 incomeDecember 31, 2020December 31, 2019December 31, 2018
RezPlot equity loss$(1,887)$(1,344)$0 
Sungenia JV equity income / (loss)338 (290)0 
GTSC equity income3,944 2,803 604 
OFS equity income148 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, 2020December 31, 2019
Beginning balance$18,488 $29,780 
Adjustment of allowance for losses0 144 
Initial fair value option adjustment (see Note 19)
317 0 
Contributions19,030 33,143 
Distributions(14,676)(47,382)
Equity earnings3,944 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, 2020December 31, 2019
Beginning balance$11,995 $723 
Cumulative translation adjustment2,180 (20)
Contributions12,377 11,582 
Equity earnings338 (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.
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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, 2020December 31, 2019
Assets
Investment property, net$438,918 $344,300 
Other assets, net24,554 23,894 
Total Assets$463,472 $368,194 
Liabilities and Other Equity
Debt$47,706 $46,993 
Preferred Equity - Sun NG Resorts - mandatorily redeemable35,249 35,249 
Other liabilities21,957 13,631 
Total Liabilities104,912 95,873 
Other redeemable noncontrolling interests28,469 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 AmountWeighted Average
Years to Maturity		Weighted Average
Interest Rates
 December 31, 2020December 31, 2019December 31, 2020December 31, 2019December 31, 2020December 31, 2019
Collateralized term loans - Life Companies$1,658,239 $1,710,408 16.317.13.990 %4.012 %
Collateralized term loans - FNMA1,150,924 697,589 9.17.03.230 %3.659 %
Collateralized term loans - CMBS267,205 397,868 2.93.14.789 %5.103 %
Collateralized term loans - FMCC368,599 374,727 3.94.93.854 %3.856 %
Total Collateralized Term Loans3,444,967 3,180,592 
Preferred equity - Sun NG Resorts - mandatorily redeemable35,249 35,249 3.82.86.000 %6.000 %
Preferred OP units - mandatorily redeemable34,663 34,663 5.14.05.932 %6.500 %
Lines of credit and other debt1,242,197 183,898 3.73.52.078 %2.710 %
Total Debt$4,757,076 $3,434,402 9.411.13.370 %4.026 %


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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 EndedRepayment AmountFixed
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 EndedLoan AmountTerm
(in years)		Interest RateMaturity Date
December 31, 2020$268,800 (1)122.662 %(3)May 1, 2030
November 1, 2032
March 31, 2020$230,000 152.995 %April 1, 2035
December 31, 2019$400,000 (2)214.026 %(3)December 15, 2039
December 15, 2041
September 30, 2019$250,000 102.925 %October 1, 2029
March 31, 2019$265,000 254.170 %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.


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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.
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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 Due20212022202320242025Thereafter
Mortgage loans payable
Maturities$2,461,838 $0 $82,155 $185,618 $315,330 $50,528 $1,828,207 
Principal amortization997,023 59,585 61,364 60,739 57,293 53,879 704,163 
Preferred Equity - Sun NG Resorts - mandatorily redeemable35,249 0 0 0 33,428 1,821 0 
Preferred OP units - mandatorily redeemable34,663 0 0 0 27,373 0 7,290 
Lines of credit and other debt1,242,197 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 

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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 EndedCommon Stock
Issued		Weighted Average
Sales Price		Net Proceeds
(in Millions)
September 30, 2018398,516 $100.19 $39.4 
June 30, 20181,008,699 $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.
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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.
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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.


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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, 2020December 31, 2019
SeriesConversion RateUnits / Shares Converted
Common Stock(1)
Units / Shares Converted
Common Stock(1)
Common OP unit1.0000 81,845 81,845 485,629 485,629 
Series A-1 preferred OP unit2.4390 14,500 35,359 22,707 55,370 
Series A-4 preferred OP unit0.4444 0 0 4,708 2,092 
Series A-4 preferred stock0.4444 0 0 1,062,789 472,366 
Series C preferred OP unit1.1100 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
SeriesUnits / SharesCommon OP Units
Series A-4 preferred OP units405,656 180,277 

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:

DistributionRecord DatePayment DateDistribution Per ShareTotal Distribution (in Thousands)
Common Stock, Common OP units and Restricted Stock12/31/20201/15/2021$0.79 $87,084 

F - 38
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 PeriodTypePlanShares GrantedGrant Date Fair Value Per ShareVesting TypeVesting AnniversaryPercentage
2020Key Employees2015 Equity Incentive Plan13,873 $140.39 (1)Time Based20.0% annually over 5 years
2020Executive Officers2015 Equity Incentive Plan69,368 $137.63 (1)Time Based20.0% annually over 5 years
2020Key Employees2015 Equity Incentive Plan1,500 $143.20 (1)Time Based20.0% annually over 5 years
2020Key Employees2015 Equity Incentive Plan51,790 $162.42 (1)Time Based20.0% annually over 5 years
2020Executive Officers2015 Equity Incentive Plan46,000 $165.97 (1)Time Based20.0% annually over 5 years
2020Executive Officers2015 Equity Incentive Plan69,000 (2)$125.47 (2)Market Condition3rd100.0 %
2020Directors2004 Non-Employee Director Option Plan10,200 $147.97 (1)Time Based3rd100.0 %
2019Executive Officers2015 Equity Incentive Plan44,000 $115.39 (1)Time Based20.0% annually over 5 years
2019Executive Officers2015 Equity Incentive Plan66,000 (3)$115.39 (3)Market Condition3rd100.0 %
2019Directors2004 Non-Employee Director Option Plan18,000 $113.68 (1)Time Based3rd100.0 %
2019Key Employees2015 Equity Incentive Plan55,770 $120.01 (1)Time Based20.0% annually over 5 years
2019Key Employees2015 Equity Incentive Plan6,000 $142.03 (1)Time Based20.0% 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.
F - 39
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 SharesWeighted Average Grant Date Fair Value
Unvested restricted shares at January 1, 2018859,853 $64.25 
Granted233,400 $87.12 
Vested(214,111)$54.69 
Forfeited(8,025)$72.16 
Unvested restricted shares at December 31, 2018871,117 $72.65 
Granted190,020 $117.47 
Vested(237,406)$64.46 
Forfeited(10,690)$79.58 
Unvested restricted shares at December 31, 2019813,041 $85.43 
Granted261,731 $155.57 
Vested(258,280)$73.47 
Forfeited(5,678)$111.04 
Unvested restricted shares at December 31, 2020810,814 $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:

 202120222023Thereafter
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.

F - 40
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, 2020December 31, 2019December 31, 2018
 Real Property OperationsHome Sales
and Rentals		ConsolidatedReal Property OperationsHome Sales
and Rentals		ConsolidatedReal Property OperationsHome 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 sales444,805 154,070 598,875 375,690 156,352 532,042 330,695 146,637 477,332 
Net operating income / Gross profit687,848 84,275 772,123 616,855 83,156 700,011 549,385 73,051 622,436 
Adjustments to arrive at net income / (loss)
Interest income10,119 0 10,119 17,857 0 17,857 20,852 0 20,852 
Brokerage commissions and other revenues, net17,230 0 17,230 14,127 0 14,127 6,205 0 6,205 
Home selling expenses0 (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 securities6,129 0 6,129 34,240 0 34,240 (3,639)0 (3,639)
Gain / (loss) on foreign currency translation8,030 9 8,039 4,552 5 4,557 (8,228)(6)(8,234)
Gain on disposition of property5,595 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 affiliate0 (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 / equity6,935 0 6,935 6,058 0 6,058 4,486 0 4,486 
Less: Income / (Loss) attributable to noncontrolling interests10,216 (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 distribution0 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 
F - 41
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020December 31, 2019
 Real Property OperationsHome Sales and RentalsConsolidatedReal Property OperationsHome Sales and RentalsConsolidated
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 securities124,726 0 124,726 94,727 0 94,727 
Inventory of manufactured homes0 46,643 46,643 0 62,061 62,061 
Notes and other receivables, net156,880 64,770 221,650 142,509 15,417 157,926 
Goodwill358,950 69,883 428,833 0 0 0 
Other intangible assets, net298,695 6,916 305,611 66,944 4 66,948 
Other assets, net172,348 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, 2020December 31, 2019December 31, 2018
AmountPercentageAmountPercentageAmountPercentage
Ordinary income(1)
$2.14 68.54 %$1.66 56.0 %$1.58 56.4 %
Capital gain0.06 1.92 %0 0 %0.13 4.8 %
Return of capital0.92 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.

F - 42
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, 2020December 31, 2019December 31, 2018
Federal
Current$(835)$(3)$(102)
Deferred(613)0 0 
State and Local
Current1,539 919 701 
Deferred(2)0 11 
Foreign
Current85 179 (4)
Deferred(949)(222)(518)
Total provision / (benefit)$(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, 2020December 31, 2019December 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 benefit721 (8.6)%42 (1.0)%0 0 %
Rate differential(236)2.8 %(73)1.8 %(112)1.5 %
Change in valuation allowance1,326 (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 subsidiaries815 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.

F - 43
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, 2020December 31, 2019December 31, 2018
Deferred Tax Assets
NOL carryforwards$19,504 $18,009 $18,071 
Depreciation and basis differences32,968 28,787 28,140 
Other(609)395 784 
Gross deferred tax assets51,863 47,191 46,995 
Valuation allowance(44,017)(45,342)(44,817)
Net deferred tax assets7,846 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.

F - 44
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, 2020December 31, 2019December 31, 2018
Numerator
Net Income Attributable to Sun Communities, Inc. Common Stockholders$131,614 $160,265 $105,493 
Less: allocation to restricted stock awards795 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 awards0 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 outstanding97,521 88,460 81,387 
Add: dilutive stock options1 1 2 
Add: dilutive restricted stock0 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.
F - 45
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, 2020December 31, 2019December 31, 2018
Common OP units2,607 2,420 2,726 
Series A-4 preferred stock0 0 1,063 
A-3 preferred OP units40 40 40 
A-1 preferred OP units295 309 332 
A-4 preferred OP units0 0 410 
Aspen preferred OP units1,284 1,284 1,284 
Series C preferred OP units306 310 314 
Series D preferred OP units489 489 0 
Series E preferred OP units90 0 0 
Series F preferred OP units90 0 0 
Series G preferred OP units241 0 0 
Series H preferred OP units581 0 0 
Series I preferred OP units922 0 0 
Total Securities6,945 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 Quarters2019 Quarters
March 31, 2020June 30, 2020September 30, 2020December 31, 2020March 31, 2019June 30, 2019September 30, 2019December 31, 2019
Total Revenues$310,302 $303,266 $400,514 $384,265 $287,330 $312,445 $362,443 $301,819 
Total Expenses274,781 275,715 320,967 393,060 252,759 272,273 305,989 293,835 
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.

F - 46
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, 2020December 31, 2019
Beginning Balance$94,727 $49,037 
Additional purchase11,757 8,995 
Change in fair value measurement6,132 34,240 
Foreign currency translation adjustment10,138 816 
Dividend reinvestment, net of tax1,971 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).


F - 47
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, 2020December 31, 2019
Financial AssetsCarrying ValueFair ValueCarrying ValueFair Value
Marketable securities$124,726 $124,726 $94,727 $94,727 
Installment notes receivable on manufactured homes, net85,866 85,866 95,580 95,580 
Notes receivable from real estate developers52,638 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 debt1,242,197 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.


F - 48
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
20212,446
 120
 2,566
20222,483
 120
 2,603
20232,572
 120
 2,692
20242,868
 4,060
 6,928
Thereafter32,277
 —
 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 LeasesFinance LeasesTotal
2021$4,967 $217 $5,184 
20224,844 213 5,057 
20234,931 196 5,127 
20245,251 4,068 9,319 
20255,281 0 5,281 
Thereafter61,397 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):
DescriptionFinancial Statement ClassificationDecember 31, 2020December 31, 2019
Lease Assets
ROU asset obtained in exchange for new finance lease liabilitiesInvestment property, net$4,350 $4,081 
ROU asset obtained in exchange for new operating lease liabilitiesOther assets, net$48,419 $23,751 
ROU asset obtained relative to below market operating leaseOther assets, net$27,614 $28,366 
Lease Liabilities
Finance lease liabilitiesOther liabilities$4,334 $4,081 
Operating lease liabilitiesOther 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
DescriptionFinancial Statement ClassificationDecember 31, 2020December 31, 2019
Finance Lease Expense
Amortization of ROU assetsInterest expense$33 $17 
Interest on lease liabilitiesInterest expense104 103 
Operating lease costGeneral and administrative expense, Property operating and maintenance4,255 3,474 
Variable lease costProperty operating and maintenance2,328 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
DescriptionFinancial Statement ClassificationDecember 31, 2018
Capital Lease Expense
Amortization of leaseInterest expense$16 
Interest on lease liabilitiesInterest expense104 
Operating lease expenseGeneral and administrative expense, Property operating and maintenance3,310 
Below market ground lease amortization expenseProperty operating and maintenance821 
Total Lease Expense$4,251 
F - 49
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 RateDecember 31, 20192020
Weighted-average remaining lease termsRemaining Lease Terms (years)
Finance lease4.50
3.46
Operating lease27.15
27.39
Weighted-average discount rateDiscount Rate
Finance lease2.502.43 %
Operating lease4.153.79 %

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, 2020December 31, 2019December 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 leases137 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 
20225,402 
20233,357 
20241,895 
20251,078 
Thereafter2,553 
Total Undiscounted Cash Flows$23,761 
20.
The components of lease income were as follows (in thousands):

Year Ended
DescriptionDecember 31, 2020
Operating Leases
Lease income related to lease payments$2,075 
Variable Lease Income$423 

F - 50
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.
F - 51
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.

F - 52
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.

F - 53
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.
EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
49’er Village RV ResortPlymouth, CAC$0 $2,180 $10,710 $0 $2,288 $2,180 $12,998 $15,178 $(1,791)2017(A)
Academy / West PointCanton, MIB33,150 1,485 14,278 0 10,280 1,485 24,558 26,043 (13,767)2000(A)
Adirondack Gateway RV Resort & CampgroundGansevoort, NY—0 620 1,970 0 2,609 620 4,579 5,199 (819)2016(A)
Allendale Meadows Mobile VillageAllendale, MIB22,800 366 3,684 0 10,002 366 13,686 14,052 (8,827)1996(A)
Alpine Meadows Mobile VillageGrand Rapids, MIA10,708 729 6,692 0 9,714 729 16,406 17,135 (10,532)1996(A&C)
Alta LagunaRancho Cucamonga, CAD27,437 23,736 21,088 0 1,725 23,736 22,813 46,549 (3,591)2016(A)
Apple Carr VillageMuskegon, MI—0 800 6,172 336 21,342 1,136 27,514 28,650 (6,289)2011(A&C)
Apple CreekAmelia, OHB7,416 543 5,480 0 3,064 543 8,544 9,087 (4,891)1999(A)
Arbor Terrace RV ParkBradenton, FLB16,048 456 4,410 0 5,760 456 10,170 10,626 (5,626)1996(A)
Arbor WoodsYpsilanti, MI—0 3,340 12,385 0 11,485 3,340 23,870 27,210 (4,101)2017(A)
Archview RV Resort & CampgroundMoab, UT—0 6,289 8,419 5 690 6,294 9,109 15,403 (841)2018(A)
Ariana VillageLakeland, FLD5,209 240 2,195 0 1,961 240 4,156 4,396 (2,501)1994(A)
Arran Lake RV Resort & CampgroundAllenford, 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 ResortAustin, TXC0 630 7,913 0 2,254 630 10,167 10,797 (1,643)2016(A)
Autumn RidgeAnkeny, IAD23,897 890 8,054 (33)(3)7,003 857 15,057 15,914 (8,560)1996(A)
Bahia Vista EstatesSarasota, FL—0 6,810 17,650 0 2,809 6,810 20,459 27,269 (2,950)2016(A)
Baker Acres RV ResortZephyrhills, FLE7,064 2,140 11,880 0 2,898 2,140 14,778 16,918 (2,294)2016(A)
BeechwoodKillingworth, CTC0 7,897 18,400 0 465 7,897 18,865 26,762 (931)2019(A)
Bell CrossingClarksville, TNB9,219 717 1,916 (13)(3)8,078 704 9,994 10,698 (6,228)1999(A&C)
Big Timber Lake RV Camping ResortCape May Court House, NJA10,647 590 21,308 0 2,708 590 24,016 24,606 (6,657)2013(A)
Big Tree RV ResortArcadia, 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 StarSan Antonio, TXC0 750 6,163 0 2,056 750 8,219 8,969 (2,748)2012(A)
Blue Heron PinesPunta Gorda, FLE17,706 410 35,294 0 5,590 410 40,884 41,294 (7,245)2015(A&C)
Blue Jay MH & RV ResortDade 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, AZE2,488 5,120 12,720 (4,140)(8)(9,119)980 3,601 4,581 (747)2014(A)
Blueberry HillBushnell, FLB12,974 3,830 3,240 0 4,016 3,830 7,256 11,086 (2,663)2012(A)
Boulder RidgePflugerville, TXB26,357 1,000 500 3,324 58,709 4,324 59,209 63,533 (15,513)1998(C)
F - 54
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Branch Creek EstatesAustin, TXD22,823 796 3,716 0 7,496 796 11,212 12,008 (6,888)1995(A&C)
Brentwood EstatesHudson, FLE5,721 1,150 9,359 0 3,035 1,150 12,394 13,544 (2,533)2015(A)
Brentwood Mobile VillageKentwood, MIE10,083 385 3,592 0 1,809 385 5,401 5,786 (3,634)1996(A)
Brentwood WestMesa, AZD28,298 13,620 24,202 0 1,236 13,620 25,438 39,058 (5,801)2014(A)
Broadview EstatesDavison, MIA4,722 749 6,089 0 18,824 749 24,913 25,662 (13,373)1996(A&C)
Brook RidgeHooksett, NHC0 959 5,971 0 195 959 6,166 7,125 (308)2019(A)
Brookside Mobile Home VillageGoshen, IN—0 260 1,080 386 20,248 646 21,328 21,974 (11,038)1985(A&C)
Brookside VillageKentwood, MID6,670 170 5,564 0 455 170 6,019 6,189 (1,849)2011(A)
Buena VistaBuckeye, AZ—0 9,190 14,363 0 2,823 9,190 17,186 26,376 (1,064)2019(A)
Buttonwood Bay MH & RV ResortSebring, FLD31,106 1,952 18,294 0 7,750 1,952 26,044 27,996 (15,592)2001(A)
Byron Center Mobile VillageByron Center, MIA3,180 253 2,402 0 1,919 253 4,321 4,574 (2,853)1996(A)
Caliente SandsCathedral City, CA—0 1,930 6,710 0 766 1,930 7,476 9,406 (880)2017(A)
Camelot VillaMacomb, MIA16,159 910 21,211 0 12,379 910 33,590 34,500 (9,710)2013(A)
Campers Haven RV ResortDennisport, MAD16,012 14,260 11,915 0 8,461 14,260 20,376 34,636 (2,793)2016(A)
Candlelight ManorSouth Daytona, FL—0 3,140 3,867 0 2,705 3,140 6,572 9,712 (1,006)2016(A)
Canyonlands RV Resort & CampgroundMoab, 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 CrossingCape May, NJ—0 270 1,693 0 494 270 2,187 2,457 (336)2016(A)
Cape May KOACape May, NJC0 650 7,736 0 8,532 650 16,268 16,918 (4,901)2013(A)
Carolina Pines RV ResortLongs, SC—0 5,900 0 694 84,655 6,594 84,655 91,249 (4,157)2017(A&C)
Carriage CoveSanford, FLE16,380 6,050 21,235 0 1,750 6,050 22,985 29,035 (5,103)2014(A)
Carrington PointeFt. Wayne, INB19,775 1,076 3,632 (1)(3)19,636 1,075 23,268 24,343 (8,949)1997(A&C)
Castaways RV Resort & CampgroundBerlin, MDA20,167 14,320 22,277 0 5,298 14,320 27,575 41,895 (7,359)2014(A&C)
Cava Robles RV ResortPaso Robles, CA—0 1,396 0 0 40,719 1,396 40,719 42,115 (4,643)2014(C)
Cave CreekEvans, COB24,269 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 SpringsSouthington, CTC0 2,899 10,253 0 304 2,899 10,557 13,456 (516)2019(A)
Central Park MH & RV ResortHaines City, FLC0 2,600 10,405 0 4,225 2,600 14,630 17,230 (2,119)2016(A)
CherrywoodClinton, NYC0 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)
F - 55
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Chisholm Point EstatesPflugerville, TXD22,791 609 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 CrossingsFenton, MIC0 520 1,568 0 43,345��520 44,913 45,433 (11,407)2011(A&C)
Cider Mill VillageMiddleville, MIA4,511 250 3,590 0 2,056 250 5,646 5,896 (2,260)2011(A)
Citrus Hill RV ResortDade City, FLC0 1,170 2,422 0 1,824 1,170 4,246 5,416 (588)2016(A)
Clear Water Mobile VillageSouth Bend, INB12,249 80 1,270 61 6,403 141 7,673 7,814 (4,614)1986(A)
Club NaplesNaples, FLC0 5,780 4,952 0 3,400 5,780 8,352 14,132 (3,055)2011(A)
Club WildwoodHudson, FLE22,161 14,206 21,275 0 2,972 14,206 24,247 38,453 (3,541)2016(A)
Coastal Estates(9)
Hampstead, NCC0 3,264 6,469 0 1,784 3,264 8,253 11,517 (358)2019(A)
Cobus Green Mobile Home ParkOsceola, INA8,711 762 7,037 0 8,521 762 15,558 16,320 (9,962)1993(A)
Colony in the WoodPort Orange, FL—0 5,650 26,828 29 2,691 5,679 29,519 35,198 (2,438)2017(A&C)
Comal FarmsNew Braunfels, TXC0 1,455 1,732 0 9,575 1,455 11,307 12,762 (5,697)2000(A&C)
Compass RV ResortSt. 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 VillageCadillac, MIA4,235 380 3,495 0 3,338 380 6,833 7,213 (4,564)1996(A)
Country Hills VillageHudsonville, MIA5,868 340 3,861 0 531 340 4,392 4,732 (1,345)2011(A)
Country LakesLittle River, SCC0 1,746 5,522 0 184 1,746 5,706 7,452 (280)2019(A)
Country Meadows Mobile VillageFlat Rock, MIB42,427 924 7,583 296 20,910 1,220 28,493 29,713 (18,070)1994(A&C)
Country Meadows VillageCaledonia, MIC0 550 5,555 0 6,889 550 12,444 12,994 (3,205)2011(A&C)
Country Squire MH & RV ResortPaisley, FL—0 520 1,719 0 2,502 520 4,221 4,741 (642)2016(A)
Country Village EstatesOregon City, OR—0 22,020 42,615 0 580 22,020 43,195 65,215 (2,280)2019(A)
Countryside EstatesMckean, PAE6,514 320 11,610 0 3,021 320 14,631 14,951 (3,075)2014(A)
Countryside Village of AtlantaLawrenceville, GAC0 1,274 10,957 0 11,733 1,274 22,690 23,964 (8,035)2004(A&C)
Countryside Village of GwinnettBuford, GAB25,950 1,124 9,539 0 2,179 1,124 11,718 12,842 (5,644)2004(A)
Countryside Village of Lake LanierBuford, GAB26,622 1,916 16,357 0 7,514 1,916 23,871 25,787 (12,453)2004(A)
Craigleith RV Resort & CampgroundClarksburg, 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 MeadowsBurton, MIB17,535 808 2,043 404 14,870 1,212 16,913 18,125 (10,480)1997(C)
CrestwoodConcord, NHC0 1,849 22,367 0 300 1,849 22,667 24,516 (1,125)2019(A)
CrossroadsAiken, SCC0 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 VillageGrand Rapids, MIB13,865 749 6,941 0 3,588 749 10,529 11,278 (7,067)1996(A)
F - 56
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Cypress GreensLake Alfred, FLE7,349 960 17,518 0 2,085 960 19,603 20,563 (3,647)2015(A)
Daytona Beach RV ResortPort Orange, FLC0 2,300 7,158 0 4,568 2,300 11,726 14,026 (1,741)2016(A)
Deep RunCream Ridge, NJC0 2,020 13,053 0 221 2,020 13,274 15,294 (662)2019(A)
Deer Lake RV Resort & CampgroundHuntsville, ON—0 2,830 4,260 (7)(1)828 2,823 5,088 7,911 (800)2016(A)
Deerfield RunAnderson, IN—0 990 1,607 0 7,069 990 8,676 9,666 (4,797)1999(A&C)
DeerwoodOrlando, FLD37,461 6,920 37,593 0 5,187 6,920 42,780 49,700 (8,438)2015(A)
Desert HarborApache Junction, AZE10,996 3,940 14,891 0 456 3,940 15,347 19,287 (3,436)2014(A)
Driftwood RV Resort & CampgroundClermont, NJD16,731 1,450 29,851 0 3,396 1,450 33,247 34,697 (8,254)2014(A)
Dunedin RV ResortDunedin, FLE9,843 4,400 16,923 0 2,913 4,400 19,836 24,236 (3,153)2016(A)
Dutton Mill VillageCaledonia, MIA8,939 370 8,997 0 2,120 370 11,117 11,487 (3,726)2011(A)
Eagle CrestFirestone, COD31,603 2,015 150 0 30,892 2,015 31,042 33,057 (17,654)1998(C)
East Fork CrossingBatavia, OHC0 1,280 6,302 0 18,551 1,280 24,853 26,133 (13,008)2000(A&C)
East Village EstatesWashington Twp, MIA18,607 1,410 25,413 0 5,748 1,410 31,161 32,571 (9,504)2012(A)
EgelcraftMuskegon, MID18,849 690 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 ResortEllenton, FLE4,610 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, FLD14,984 10,330 9,070 0 983 10,330 10,053 20,383 (1,253)2017(A)
Fairfield VillageOcala, FLB10,518 1,160 18,673 0 1,218 1,160 19,891 21,051 (3,715)2015(A)
Farmwood VillageDover, NHC0 1,232 12,348 0 269 1,232 12,617 13,849 (624)2019(A)
Fisherman’s CoveFlint Twp, MIA4,702 380 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 3655136,551 (566)2020(A)
Forest HillSouthington, CTC0 5,170 10,775 0 863 5,170 11,638 16,808 (553)2019(A)
Forest MeadowsPhilomath, ORA2,465 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 ViewHomosassa, FL—0 1,330 22,056 0 1,307 1,330 23,363 24,693 (4,450)2015(A)
Fort Tatham RV Resort & CampgroundSylva, NC—0 110 760 0 950 110 1,710 1,820 (279)2016(A)
Fort Whaley RV Resort & CampgroundWhaleyville, MDC0 510 5,194 0 16,527 510 21,721 22,231 (2,199)2015(A)
Four SeasonsElkhart, INB11,199 500 4,811 0 3,885 500 8,696 9,196 (4,652)2000(A)
Frenchtown Villa / Elizabeth WoodsNewport, MIE28,743 1,450 52,327 0 33,928 1,450 86,255 87,705 (18,795)2014(A&C)
Friendly Village of La HabraLa Habra, CAD32,434 26,956 25,202 0 1,469 26,956 26,671 53,627 (4,294)2016(A)
Friendly Village of ModestoModesto, CAD16,854 6,260 20,885 0 1,496 6,260 22,381 28,641 (3,389)2016(A)
F - 57
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Friendly Village of SimiSimi Valley, CAD16,535 14,906 15,986 0 1,002 14,906 16,988 31,894 (2,661)2016(A)
Friendly Village of West CovinaWest Covina, CAD12,719 14,520 5,221 0 979 14,520 6,200 20,720 (1,013)2016(A)
Frontier Town RV Resort & CampgroundBerlin, MDC0 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 CampgroundGlen, NHD5,683 448 5,798 0 5,282 448 11,080 11,528 (432)2019(A)
Glen Haven RV ResortZephyrhills, FLE5,208 1,980 8,373 0 1,672 1,980 10,045 12,025 (1,610)2016(A)
Glen LaurelConcord, NCC0 1,641 453 0 11,783 1,641 12,236 13,877 (7,063)2001(A&C)
Gold Coaster MH & RV ResortHomestead, FLA13,196 446 4,234 172 6,524 618 10,758 11,376 (5,847)1997(A)
Grand BayDunedin, FL—0 3,460 6,314 (3,086)(3)1,197 374 7,511 7,885 (1,135)2016(A)
Grand Lakes RV ResortCitra, FLC0 5,280 4,501 (1,820)(3)4,964 3,460 9,465 12,925 (3,103)2012(A)
Grand Mobile EstatesGrand Rapids, MIB9,370 374 3,587 4,998 4,891 5,372 8,478 13,850 (4,293)1996(A)
Grand Oaks RV Resort & CampgroundCayuga, ON—0 970 4,220 (3)(1)2,554 967 6,774 7,741 (926)2016(A)
Grove BeachWestbrook, CTC0 1,221 10,225 0 61 1,221 10,286 11,507 (513)2019(A)
Grove Ridge RV ResortDade City, FLE3,260 1,290 5,387 0 2,162 1,290 7,549 8,839 (1,189)2016(A)
Groves RV ResortFt. Myers, FLB16,063 249 2,396 0 4,523 249 6,919 7,168 (3,513)1997(A)
Gulfstream HarborOrlando, FL—0 14,510 78,930 0 5,703 14,510 84,633 99,143 (15,937)2015(A)
Gulliver’s Lake RV Resort & CampgroundMillgrove, ON—0 2,950 2,950 (8)(1)1,292 2,942 4,242 7,184 (615)2016(A)
Gwynn’s Island RV Resort & CampgroundGwynn, VAC0 760 595 0 1,842 760 2,437 3,197 (785)2013(A)
Hacienda Del RioEdgewater, FL—0 33,309 80,310 0 2,707 33,309 83,017 116,326 (4,255)2019(A)
HamlinWebberville, MIB10,486 125 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 VillageLebanon, NHC0 365 4,705 0 65 365 4,770 5,135 (240)2019(A)
HemlocksTilton, NHC0 1,016 7,151 0 140 1,016 7,291 8,307 (367)2019(A)
HeritageTemecula, CAD12,901 13,200 7,877 0 1,123 13,200 9,000 22,200 (1,443)2016(A)
Hickory Hills VillageBattle Creek, MI—0 760 7,697 0 2,389 760 10,086 10,846 (3,548)2011(A)
Hid'n Pines RV ResortOld Orchard Beach, ME—0 1,956 10,020 0 988 1,956 11,008 12,964 (619)2019(A)
Hidden Ridge RV ResortHopkins, MIC0 440 893 0 4,584 440 5,477 5,917 (1,136)2011(A)
Hidden River RV ResortRiverview, FLC0 3,950 6,376 0 5,669 3,950 12,045 15,995 (1,703)2016(A)
Hidden Valley RV Resort & CampgroundNormandale, ON—0 2,610 4,170 (7)(1)2,005 2,603 6,175 8,778 (890)2016(A)
High Point ParkFrederica, DE—0 898 7,031 (42)(3)7,616 856 14,647 15,503 (7,321)1997(A)
F - 58
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (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 ResortNew Braunfels, TXC0 3,790 27,200 0 3,995 3,790 31,195 34,985 (5,482)2016(A&C)
HillcrestUncasville, CTC0 10,670 9,607 0 774 10,670 10,381 21,051 (489)2019(A)
Holiday Park Estates(4)
Bangor, MEB8,800 1,125 13,940 0 0 1,125 13,940 15,065 (249)2020(A)
Holiday West VillageHolland, MIB13,800 340 8,067 0 460 340 8,527 8,867 (2,690)2011(A)
Holly Forest EstatesHolly Hill, FLD24,279 920 8,376 0 1,289 920 9,665 10,585 (6,954)1997(A)
Holly Village / Hawaiian GardensHolly, MIB19,431 1,514 13,596 0 8,457 1,514 22,053 23,567 (10,166)2004(A)
Homosassa River RV ResortHomosassa Springs, FLC0 1,520 5,020 0 3,014 1,520 8,034 9,554 (1,208)2016(A)
Horseshoe Cove RV ResortBradenton, FLE19,456 9,466 32,612 0 3,751 9,466 36,363 45,829 (5,786)2016(A)
Hunters CrossingCapac, MIC0 430 1,092 0 1,309 430 2,401 2,831 (676)2012(A)
Hunters GlenWayland, MIC0 1,102 11,926 0 16,714 1,102 28,640 29,742 (11,539)2004(C)
Hyde ParkEaston, MDC0 6,585 18,256 0 708 6,585 18,964 25,549 (914)2019(A)
Indian Creek ParkFt. Myers Beach, FLD60,776 3,832 34,660 0 13,856 3,832 48,516 52,348 (33,687)1996(A)
Indian Creek RV & Camping ResortGeneva on the Lake, OHC0 420 20,791 (5)(3)9,132 415 29,923 30,338 (7,382)2013(A&C)
Indian Wells RV ResortIndio, CAD11,266 2,880 19,470 0 6,289 2,880 25,759 28,639 (3,668)2016(A)
Island LakesMerritt Island, FLD11,287 700 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 ResortGreenfield Park, NYA3,740 560 5,527 0 9,986 560 15,513 16,073 (4,288)2013(A)
Jellystone Park™ at GardinerGardiner, NY—0 873 28,406 0 6,254 873 34,660 35,533 (3,661)2018(A)
Jellystone Park™ at Golden ValleyBostic, 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 RiverKerrville, TX—— 2,519 23,939 (2)(3)3,588 2,517 27,527 30,044 (3,053)2018(A)
Jellystone Park™ at Hill CountryCanyon Lake, TX—0 1,991 20,709 0 2,273 1,991 22,982 24,973 (2,204)2018(A)
Jellystone Park™ at LarkspurLarkspur, CO—0 1,880 5,521 0 90,570 1,880 96,091 97,971 (2,616)2016(A&C)
Jellystone Park™ at LurayEast Luray, VA—0 3,164 29,588 (1)(3)1,866 3,163 31,454 34,617 (3,300)2018(A)
Jellystone Park™ at MarylandWilliamsport, MD—0 2,096 23,737 0 3,058 2,096 26,795 28,891 (2,819)2018(A)
Jellystone Park™ at MemphisHorn Lake, MSA2,701 889 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 QuarryvilleQuarryville, 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)
F - 59
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Jellystone Park™ of Western New YorkNorth Java, NYA6,398 870 8,884 0 7,269 870 16,153 17,023 (5,107)2013(A)
Kensington MeadowsLansing, MIB17,725 250 2,699 0 9,663 250 12,362 12,612 (7,769)1995(A&C)
Kimberly EstatesNewport, MIC0 1,250 6,160 0 11,998 1,250 18,158 19,408 (3,858)2016(A)
King’s Court Mobile VillageTraverse City, MIB64,950 1,473 13,782 269 22,744 1,742 36,526 38,268 (15,198)1996(A&C)
King’s LakeDeBary, FLD8,682 280 2,542 0 3,097 280 5,639 5,919 (3,835)1994(A)
Kings ManorLakeland, FL—0 2,270 5,578 0 5,592 2,270 11,170 13,440 (1,887)2016(A)
King’s PointeLake Alfred, FLB7,704 510 16,763 0 548 510 17,311 17,821 (3,263)2015(A)
Kissimmee GardensKissimmee, FL—0 3,270 14,402 0 1,685 3,270 16,087 19,357 (2,486)2016(A)
Kissimmee South MH & RV ResortDavenport, 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 EstatesAllendale, MIB9,225 400 4,061 0 3,364 400 7,425 7,825 (4,222)2001(A)
La Casa BlancaApache Junction, AZ—0 4,370 14,142 0 695 4,370 14,837 19,207 (3,351)2014(A)
La Costa VillagePort Orange, FLD50,166 3,640 62,315 0 2,276 3,640 64,591 68,231 (12,131)2015(A)
La Hacienda RV ResortAustin, TXC0 3,670 22,225 0 1,024 3,670 23,249 26,919 (5,367)2015(A)
Lafayette PlaceWarren, MIA13,183 669 5,979 0 8,090 669 14,069 14,738 (8,443)1998(A)
Lafontaine RV Resort & CampgroundTiny, ON—0 1,290 2,075 (3)(1)2,634 1,287 4,709 5,996 (564)2016(A)
Lake Avenue RV Resort & CampgroundCherry Valley, ON—0 670 1,290 (2)(1)1,071 668 2,361 3,029 (331)2016(A)
Lake in Wood RV ResortNarvon, PAA9,850 7,360 7,097 0 3,163 7,360 10,260 17,620 (3,081)2012(A)
Lake Josephine RV ResortSebring, FLC0 490 2,830 0 1,731 490 4,561 5,051 (477)2016(A)
Lake Juliana LandingsAuburndale, FL—0 335 3,048 0 1,913 335 4,961 5,296 (3,514)1994(A)
Lake Pointe VillageMulberry, FLD17,882 480 29,795 0 591 480 30,386 30,866 (5,688)2015(A)
Lake Rudolph Campground & RV ResortSanta Claus, INA16,432 2,340 28,113 0 11,465 2,340 39,578 41,918 (11,988)2014(A&C)
Lake San Marino RV ParkNaples, FLB23,038 650 5,760 0 6,064 650 11,824 12,474 (6,560)1996(A)
LakefrontLakeside, CAD26,146 21,556 17,440 0 1,124 21,556 18,564 40,120 (2,944)2016(A)
Lakeland RV ResortLakeland, FLC0 1,730 5,524 0 3,290 1,730 8,814 10,544 (1,287)2016(A)
Lakeshore LandingsOrlando, FLD13,028 2,570 19,481 0 1,659 2,570 21,140 23,710 (4,710)2014(A)
Lakeshore VillasTampa, FL—0 3,080 18,983 0 1,197 3,080 20,180 23,260 (3,767)2015(A)
LakesideTerryville, CTC0 1,278 3,445 0 77 1,278 3,522 4,800 (173)2019(A)
Lakeside CrossingConway, SCD12,647 3,520 31,615 0 14,791 3,520 46,406 49,926 (7,116)2015(A&C)
LakeviewYpsilanti, MI—0 1,156 10,903 (1)(3)8,139 1,155 19,042 20,197 (9,635)2004(A)
Lakeview CTDanbury, CTC0 2,545 8,884 0 523 2,545 9,407 11,952 (456)2019(A)
F - 60
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Lakeview Mobile Estates(4)
Yucaipa, CA—0 0 0 0 23,976 0 23,976 23,976 (435)2020(A)
LamplighterPort Orange, FLB7,142 1,330 12,846 0 1,008 1,330 13,854 15,184 (2,579)2015(A)
Laurel HeightsUncasville, CTC0 1,678 693 0 47 1,678 740 2,418 (35)2019(A)
Lazy J RanchArcata, CA—0 7,100 6,838 0 524 7,100 7,362 14,462 (893)2017(A)
Leaf Verde RV ResortBuckeye, AZ—0 3,417 8,437 12 899 3,429 9,336 12,765 (828)2018(A)
Leisure Point ResortMillsboro, DE—0 3,628 41,291 0 297 3,628 41,588 45,216 (2,140)2019(A)
Leisure VillageBelmont, MI—0 360 8,219 113 2,408 473 10,627 11,100 (2,962)2011(A)
Lemon WoodVentura, CAD18,994 19,540 6,918 0 1,244 19,540 8,162 27,702 (1,299)2016(A)
Liberty FarmValparaiso, INC0 66 1,201 116 4,518 182 5,719 5,901 (3,151)1985(A&C)
Lincoln EstatesHolland, 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 & CampgroundBarnegat, NJ—0 710 3,414 0 1,421 710 4,835 5,545 (729)2016(A)
Lost Dutchman(8)
Apache Junction, AZE3,790 0 0 4,140 14,539 4,140 14,539 18,679 (3,300)2014(A)
Majestic Oaks RV ResortZephyrhills, FLE4,370 3,940 4,725 62 2,081 4,002 6,806 10,808 (1,178)2016(A)
Maple BrookMatteson, ILD41,166 8,460 48,865 0 846 8,460 49,711 58,171 (11,091)2014(A)
Maplewood ManorBrunswick, MEE7,725 1,770 12,982 0 1,566 1,770 14,548 16,318 (3,136)2014(A)
Marco Naples RV ResortNaples, FL—0 2,790 10,458 0 4,823 2,790 15,281 18,071 (2,158)2016(A)
Marina CoveUncasville, CTC0 262 365 0 9 262 374 636 (18)2019(A)
Massey's Landing RV ResortMillsboro, DE—0 2,755 17,948 2,224 15,592 4,979 33,540 38,519 (1,310)2019(A)
Meadow Lake EstatesWhite Lake, MI—0 1,188 11,498 127 7,995 1,315 19,493 20,808 (14,558)1994(A)
MeadowbrookCharlotte, NCC0 1,310 6,570 0 12,908 1,310 19,478 20,788 (10,479)2000(A&C)
Meadowbrook EstatesMonroe, MIA12,825 431 3,320 379 16,738 810 20,058 20,868 (11,970)1986(A)
Meadowbrook VillageTampa, FLB11,482 519 4,728 0 1,273 519 6,001 6,520 (4,704)1994(A)
Meadowlands of GibraltarGibraltar, MIB17,625 640 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)
MerrymeetingBrunswick, MEC0 250 1,020 0 1,050 250 2,070 2,320 (510)2014(A)
Mi-Te-Jo CampgroundMilton, NH—0 1,416 7,580 0 4,010 1,416 11,590 13,006 (1,167)2018(A)
Mill Creek MH & RV ResortKissimmee, FL—0 1,400 4,839 0 4,484 1,400 9,323 10,723 (1,386)2016(A)
MillwoodUncasville, CTC0 2,425 8 0 655 2,425 663 3,088 (12)2019(A&C)
Moab Valley RV Resort & CampgroundMoab, UT—0 3,693 8,732 1 1,797 3,694 10,529 14,223 (931)2018(A)
Mountain ViewMesa, AZB10,514 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)
F - 61
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Napa ValleyNapa, CAD18,625 17,740 11,675 0 1,108 17,740 12,783 30,523 (2,040)2016(A)
Naples RV ResortNaples, FLB6,597 3,640 2,020 0 2,512 3,640 4,532 8,172 (1,437)2011(A)
New England VillageWestbrook, CTC0 4,188 1,444 0 25 4,188 1,469 5,657 (73)2019(A)
New Point RV ResortNew Point, VAC0 1,550 5,259 0 4,584 1,550 9,843 11,393 (3,022)2013(A)
New RanchClearwater, FL—0 2,270 2,723 0 1,518 2,270 4,241 6,511 (588)2016(A)
North Lake EstatesMoore Haven, FLC0 4,150 3,486 0 2,137 4,150 5,623 9,773 (2,132)2011(A)
North Point EstatesPueblo, CO—0 1,582 3,027 1 4,014 1,583 7,041 8,624 (3,919)2001(C)
Northville CrossingNorthville, MIB16,869 1,236 29,564 0 6,312 1,236 35,876 37,112 (12,041)2012(A)
Oak CreekCoarsegold, CAB8,732 4,760 11,185 0 2,084 4,760 13,269 18,029 (2,948)2014(A)
Oak CrestAustin, TXB21,439 4,311 12,611 4,365 23,610 8,676 36,221 44,897 (10,347)2002(C)
Oak GrovePlainville, CTC0 1,004 1,660 0 16 1,004 1,676 2,680 (83)2019(A)
Oak Island VillageEast Lansing, MIB16,447 320 6,843 0 3,229 320 10,072 10,392 (3,480)2011(A)
Oak RidgeManteno, ILD29,578 1,090 36,941 0 4,070 1,090 41,011 42,101 (9,425)2014(A)
Oakview EstatesArcadia, FL—0 850 3,881 0 1,446 850 5,327 6,177 (794)2016(A)
Oakwood VillageMiamisburg, OHB31,451 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 ResortJensen Beach, FLC0 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 PinesGarden City, SCC0 7,623 35,333 0 423 7,623 35,756 43,379 (2,219)2019(A)
Ocean WestMcKinleyville, CAB4,562 5,040 4,413 349 694 5,389 5,107 10,496 (583)2017(A)
Oceanside RV Resort & CampgroundCoos Bay, OR—0 2,718 3,244 1 1,361 2,719 4,605 7,324 (445)2018(A)
Orange City MH & RV ResortOrange City, FLB11,172 920 5,540 0 5,632 920 11,172 12,092 (2,683)2011(A)
Orange Tree VillageOrange City, FLD10,049 283 2,530 15 1,361 298 3,891 4,189 (2,908)1994(A)
Orchard LakeMilford, OHC0 395 4,025 (15)(3)3,121 380 7,146 7,526 (3,628)1999(A)
Paddock Park SouthOcala, FL—0 630 6,601 0 1,900 630 8,501 9,131 (1,279)2016(A)
Palm Creek Golf & RV ResortCasa Grande, AZD94,720 11,836 76,143 0 25,046 11,836 101,189 113,025 (31,816)2012(A&C)
Palm Key VillageDavenport, FLD15,620 3,840 15,661 0 895 3,840 16,556 20,396 (3,203)2015(A)
Palm VillageBradenton, 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, CAD24,870 0 21,815 0 2,451 0 24,266 24,266 (3,660)2016(A)
Pandion Ridge RV ResortOrange Beach, AL—0 12,719 7,515 906 526 13,625 8,041 21,666 (447)2019(A)
Park PlaceSebastian, FL—0 1,360 48,678 67 3,337 1,427 52,015 53,442 (9,535)2015(A)
F - 62
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Park RoyalePinellas Park, FLD15,291 670 29,046 0 527 670 29,573 30,243 (5,567)2015(A)
Parkside VillageCheektowaga, NY—0 550 10,402 0 359 550 10,761 11,311 (2,397)2014(A)
Pebble CreekGreenwood, INC0 1,030 5,074 0 11,442 1,030 16,516 17,546 (7,714)2000(A&C)
Pecan BranchGeorgetown, TXC0 1,379 0 235 20,386 1,614 20,386 22,000 (4,084)1999(C)
Pecan Park RV ResortJacksonville, FL—0 2,000 5,000 1,420 11,158 3,420 16,158 19,578 (1,382)2016(A&C)
Pelican BayMicco, FLD6,400 470 10,543 0 1,703 470 12,246 12,716 (2,379)2015(A)
Pelican RV Resort & MarinaMarathon, FLC0 4,760 4,742 0 1,906 4,760 6,648 11,408 (1,183)2016(A)
Pembroke DownsChino, CAD10,659 9,560 7,269 0 843 9,560 8,112 17,672 (1,209)2016(A)
Peter’s Pond RV ResortSandwich, MAC0 4,700 22,840 0 4,046 4,700 26,886 31,586 (8,569)2013(A)
Petoskey KOA RV ResortPetoskey, MI—0 214 8,676 652 1,940 866 10,616 11,482 (877)2018(A)
Petoskey RV ResortPetoskey, MI—0 230 3,270 0 4,773 230 8,043 8,273 (1,244)2016(A)
Pheasant RidgeLancaster, PAB41,341 2,044 19,279 0 1,041 2,044 20,320 22,364 (12,101)2002(A)
Pickerel Park RV Resort & CampgroundNapanee, ON—0 900 2,125 (2)(1)2,026 898 4,151 5,049 (598)2016(A)
Pin Oak ParcO’Fallon, MO—0 1,038 3,250 467 15,848 1,505 19,098 20,603 (10,369)1994(A&C)
Pine HillsMiddlebury, INA2,571 72 544 60 3,703 132 4,247 4,379 (2,601)1980(A)
Pine RidgePrince George, VA B11,544 405 2,397 1 25,028 406 27,425 27,831 (6,656)1986(A&C)
Pine TraceHouston, TX—0 2,907 17,169 (212)(3)15,106 2,695 32,275 34,970 (15,446)2004(A&C)
Pinebrook VillageKentwood, MI—0 130 5,692 0 1,604 130 7,296 7,426 (2,516)2011(A)
Pismo Dunes RV ResortPismo Beach, CAD19,381 11,070 10,190 0 1,436 11,070 11,626 22,696 (1,382)2017(A)
Pleasant Lake RV ResortBradenton, FLE12,364 5,220 20,403 0 3,807 5,220 24,210 29,430 (3,824)2016(A)
Pony Express RV Resort & CampgroundNorth Salt Lake, UT—0 3,429 4,643 1 485 3,430 5,128 8,558 (592)2018(A)
Presidential Estates Mobile VillageHudsonville, MIB23,007 680 6,314 0 5,801 680 12,115 12,795 (7,711)1996(A)
Rainbow MH & RV ResortFrostproof, FLA4,430 1,890 5,682 0 4,688 1,890 10,370 12,260 (3,402)2012(A)
Rainbow Village of LargoLargo, FLE8,883 4,420 12,529 0 3,752 4,420 16,281 20,701 (2,673)2016(A)
Rainbow Village of ZephyrhillsZephyrhills, FLD9,040 1,800 9,884 0 2,263 1,800 12,147 13,947 (1,930)2016(A)
Rancho Alipaz(2)
San Juan Capistrano, CAD12,678 0 2,856 16,168 918 16,168 3,774 19,942 (582)2016(A)
Rancho CaballeroRiverside, CAD15,263 16,560 12,446 0 1,345 16,560 13,791 30,351 (2,072)2016(A)
Rancho MirageApache 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 HeightsClearwater, FLD27,045 11,330 15,734 0 2,677 11,330 18,411 29,741 (2,672)2016(A)
F - 63
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Reserve at Fox CreekBullhead City, AZD15,562 1,950 20,074 0 1,369 1,950 21,443 23,393 (4,790)2014(A)
Reunion Lake RV ResortPonchatoula, LA—0 7,726 16,146 0 1,501 7,726 17,647 25,373 (940)2019(A)
Richmond PlaceRichmond, MIB6,400 501 2,040 (31)(3)3,648 470 5,688 6,158 (2,902)1998(A)
Riptide RV Resort & MarinaKey Largo, FL—0 2,440 991 0 1,836 2,440 2,827 5,267 (441)2016(A)
River Haven VillageGrand Haven, MI—0 1,800 16,967 0 17,977 1,800 34,944 36,744 (16,105)2001(A)
River PinesNashua, NHC0 2,739 37,802 0 512 2,739 38,314 41,053 (1,904)2019(A)
River RanchAustin, TXC0 4,690 843 182 40,505 4,872 41,348 46,220 (13,126)2000(A&C)
River Ridge EstatesAustin, TXB39,509 3,201 15,090 0 7,614 3,201 22,704 25,905 (12,523)2002(C)
River RunGranby, CO—0 8,642 0 130 118,304 8,772 118,304 127,076 (3,489)2018(C)
Riverside ClubRuskin, FLD39,050 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 ResortCrystal River, FLC0 420 5,542 168 4,728 588 10,270 10,858 (1,900)2015(A)
Rolling HillsStorrs, CTC0 3,960 3,755 0 619 3,960 4,374 8,334 (188)2019(A)
Roxbury ParkGoshen, IN—0 1,057 9,870 1 5,231 1,058 15,101 16,159 (8,177)2001(A)
Royal CountryMiami, FL E58,500 2,290 20,758 0 3,132 2,290 23,890 26,180 (19,681)1994(A)
Royal Palm VillageHaines City, FL E11,079 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 ClintonClinton Township, MIA24,623 1,090 23,664 0 10,537 1,090 34,201 35,291 (10,599)2012(A)
Rudgate ManorSterling Heights, MIA14,733 1,440 31,110 0 13,997 1,440 45,107 46,547 (13,780)2012(A)
Saco / Old Orchard Beach KOASaco, MEC0 790 3,576 0 5,450 790 9,026 9,816 (2,461)2014(A)
Saddle Oak ClubOcala, FLD19,529 730 6,743 0 1,879 730 8,622 9,352 (6,607)1995(A)
SaddlebrookSan 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 ResortCarrolton, TX—0 730 17,837 0 1,718 730 19,555 20,285 (3,007)2016(A)
Saralake EstatesSarasota, FL—0 6,540 11,403 0 1,232 6,540 12,635 19,175 (1,970)2016(A)
Savanna ClubPort St. Lucie, FLD65,825 12,810 79,887 0 573 12,810 80,460 93,270 (15,192)2015(A&C)
Scio Farms EstatesAnn Arbor, MIB55,561 2,300 22,659 (11)(3)16,242 2,289 38,901 41,190 (26,430)1995(A&C)
Sea Air VillageRehoboth 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)
F - 64
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Seaport RV ResortOld Mystic, CTC0 120 290 0 2,570 120 2,860 2,980 (1,404)2013(A)
Seashore Campsites & RV ResortCape May, NJD15,030 1,030 23,228 0 3,135 1,030 26,363 27,393 (6,531)2014(A)
SerendipityNorth 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 ResortZephyrhills, FLC0 1,760 7,685 0 2,108 1,760 9,793 11,553 (1,526)2016(A)
Shadow Wood VillageHudson, FL—0 4,520 3,898 664 8,520 5,184 12,418 17,602 (1,084)2016(A)
Shady Pines MH & RV ResortGalloway Township, NJ—0 1,060 3,768 0 1,330 1,060 5,098 6,158 (810)2016(A)
Shady Road VillasOcala, FL—0 450 2,819 0 3,762 450 6,581 7,031 (785)2016(A)
Sheffield EstatesAuburn Hills, MIC0 778 7,165 0 2,887 778 10,052 10,830 (4,840)2006(A)
Shelby ForestShelby Twp, MI—0 4,050 42,362 0 462 4,050 42,824 46,874 (2,531)2019(A)
Shelby WestShelby Twp, MI—0 5,676 38,933 0 251 5,676 39,184 44,860 (2,143)2019(A)
Shell Creek RV Resort & MarinaPunta Gorda, FLE6,286 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 & CampgroundSherkston, ON—0 22,750 97,164 378 23,733 23,128 120,897 144,025 (17,006)2016(A)
Siesta Bay RV ParkFt. Myers, FLB65,019 2,051 18,549 5 5,312 2,056 23,861 25,917 (17,278)1996(A)
Silver Birches RV Resort & CampgroundLambton Shores, ON—0 880 1,540 (2)(1)577 878 2,117 2,995 (358)2016(A)
Silver Creek RV ResortMears, MI—0 605 7,014 3 1,122 608 8,136 8,744 (775)2018(C)
Silver SpringsClinton Township, MIB6,667 861 16,595 0 3,540 861 20,135 20,996 (6,645)2012(A)
Sky HarborCheektowaga, NYA13,459 2,318 24,253 0 6,278 2,318 30,531 32,849 (6,551)2014(A)
SkylineFort Collins, COE9,683 2,260 12,120 0 942 2,260 13,062 15,322 (2,954)2014(A)
Slickrock RV Resort & CampgroundMoab, UT—0 0 0 3,188 7,702 3,188 7,702 10,890 (139)2019(A)
Smith Creek CrossingGranby, CO—0 1,395 0 20 29,777 1,415 29,777 31,192 (331)2018(C)
Southern Charm MH & RV ResortZephyrhills, FLE11,524 4,940 17,366 0 2,888 4,940 20,254 25,194 (3,274)2016(A)
Southern Hills / Northridge PlaceStewartville, MNE7,423 360 12,723 0 12,372 360 25,095 25,455 (5,882)2014(A&C)
Southern PalmsLadson, SCC0 2,351 9,441 0 224 2,351 9,665 12,016 (1,796)2019(A)
Southern PinesBradenton, FL—0 1,710 3,337 0 1,336 1,710 4,673 6,383 (771)2016(A)
Southport Springs Golf & Country ClubZephyrhills, FLD33,891 15,060 17,229 0 4,025 15,060 21,254 36,314 (3,922)2015(A&C)
Southside LandingCambridge, MDC0 1,004 2,535 0 645 1,004 3,180 4,184 (146)2019(A)
Southwood VillageGrand Rapids, MI—0 300 11,517 0 1,647 300 13,164 13,464 (4,164)2011(A)
Spanish Main MH & RV ResortThonotasassa, FL—0 2,390 8,159 0 5,156 2,390 13,315 15,705 (1,822)2016(A)
F - 65
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
St. Clair PlaceSt. Clair, MIA1,618 501 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, TXC0 2,515 2,096 (615)(3)6,444 1,900 8,540 10,440 (4,799)2000(A&C)
StonebrookHomosassa, 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 RidgeConverse, TXC0 2,615 2,092 (883)(3)20,660 1,732 22,752 24,484 (10,477)2000(A&C)
Sun N Fun RV ResortSarasota, FLD72,880 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 ValleyApache Junction, AZD11,908 2,750 18,408 0 1,821 2,750 20,229 22,979 (4,445)2014(A)
Sun Villa EstatesReno, NVB24,029 2,385 11,773 (1,100)(3)2,449 1,285 14,222 15,507 (9,399)1998(A)
Suncoast GatewayPort Richey, FL—0 594 300 0 852 594 1,152 1,746 (387)2016(A)
SundanceZephyrhills, FLB12,469 890 25,306 0 1,131 890 26,437 27,327 (4,971)2015(A)
Sunlake EstatesGrand Island, FLD20,897 6,290 24,084 0 2,797 6,290 26,881 33,171 (4,992)2015(A)
Sunset Beach RV ResortCape Charles, VA—0 3,800 24,030 0 0 3,800 24,030 27,830 (3,811)2016(A)
Sunset Harbor at Cow Key MarinaKey West, FL—0 8,570 7,636 0 1,565 8,570 9,201 17,771 (1,296)2016(A)
Sunset Lakes RV ResortHillsdale, 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, TXC0 2,190 2,775 0 10,533 2,190 13,308 15,498 (5,172)2000(A&C)
Swan Meadow VillageDillon, COE13,293 2,140 19,734 0 484 2,140 20,218 22,358 (4,177)2014(A)
Sweetwater RV ResortZephyrhills, FLE5,388 1,340 9,113 0 2,201 1,340 11,314 12,654 (1,807)2016(A)
Sycamore VillageMason, MI—0 390 13,341 0 4,583 390 17,924 18,314 (6,046)2011(A)
Tallowwood IsleCoconut Creek, FLC0 13,796 20,797 0 1,894 13,796 22,691 36,487 (3,341)2016(A)
Tamarac Village MH & RV ResortLudington, MID18,792 300 12,028 85 3,829 385 15,857 16,242 (4,810)2011(A)
Tampa East MH & RV ResortDover, FLA8,256 734 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 RidgeThornton, COE26,576 5,370 37,116 0 427 5,370 37,543 42,913 (8,285)2014(A)
The Hamptons Golf & Country ClubAuburndale, FLD67,783 15,890 67,555 0 4,152 15,890 71,707 87,597 (13,287)2015(A)
The HideawayKey West, FL—0 2,720 972 0 1,065 2,720 2,037 4,757 (301)2016(A)
The HillsApopka, 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, FLD11,986 3,070 30,973 0 2,719 3,070 33,692 36,762 (6,255)2015(A)
F - 66
    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)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
The RidgeDavenport, FLD36,691 8,350 35,463 0 3,568 8,350 39,031 47,381 (7,673)2015(A)
The Sands RV & Golf ResortDesert Hot Springs, CA—0 3,071 12,611 1 2,147 3,072 14,758 17,830 (1,558)2018(A)
The ValleyApopka, FL—0 2,530 5,660 0 1,753 2,530 7,413 9,943 (1,089)2016(A)
The Villas at Calla PointeCheektowaga, NYA3,624 380 11,014 0 171 380 11,185 11,565 (2,480)2014(A)
Three GardensSouthington, CTC0 2,031 6,686 0 58 2,031 6,744 8,775 (335)2019(A)
Three LakesHudson, FLC0 5,050 3,361 0 3,503 5,050 6,864 11,914 (2,313)2012(A)
Thunderhill EstatesSturgeon Bay, WIE5,359 640 9,008 439 2,759 1,079 11,767 12,846 (2,667)2014(A)
Timber RidgeFt. Collins, COD38,537 990 9,231 0 3,655 990 12,886 13,876 (8,706)1996(A)
Timberline EstatesCoopersville, MIB18,812 535 4,867 1 4,138 536 9,005 9,541 (5,968)1994(A)
Town & Country Mobile VillageTraverse City, MIA5,203 406 3,736 0 1,858 406 5,594 6,000 (3,588)1996(A)
Town & Country VillageLisbon, MEE2,505 230 4,539 0 1,043 230 5,582 5,812 (1,264)2014(A)
Trailside RV Resort & CampgroundSeguin, ON—0 3,690 3,650 (10)(1)1,064 3,680 4,714 8,394 (751)2016(A)
Traveler’s World MH & RV ResortSan Antonio, TX—0 790 7,952 0 2,223 790 10,175 10,965 (1,674)2016(A)
Treetops RV ResortArlington, TXC0 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)
VallecitoNewbury Park, CAD21,545 25,766 9,814 0 1,152 25,766 10,966 36,732 (1,637)2016(A)
Victor VillaVictorville, CAD11,706 2,510 20,408 0 2,222 2,510 22,630 25,140 (3,525)2016(A)
Vines RV ResortPaso Robles, CAC0 890 7,110 0 1,979 890 9,089 9,979 (2,642)2013(A)
Vista Del LagoScotts Valley, CAD17,719 17,830 9,456 0 1,440 17,830 10,896 28,726 (1,580)2016(A)
Vista Del Lago MH & RV ResortBradenton, FLE4,131 3,630 5,329 0 2,145 3,630 7,474 11,104 (1,060)2016(A)
Vizcaya LakesPort Charlotte, FLC0 670 4,221 0 1,030 670 5,251 5,921 (876)2015(A)
Wagon Wheel RV Resort & CampgroundOld Orchard Beach, MEC0 590 7,703 0 3,118 590 10,821 11,411 (3,574)2013(A)
Walden WoodsHomosassa, FLD18,857 1,550 26,375 0 1,640 1,550 28,015 29,565 (5,227)2015(A)
Warren Dunes VillageBridgman, MIC0 310 3,350 0 11,537 310 14,887 15,197 (3,248)2011(A&C)
Water Oak Country Club EstatesLady Lake, FLD45,105 2,834 16,706 2,666 38,393 5,500 55,099 60,599 (24,166)1993(A&C)
Waters Edge RV ResortZephyrhills, FLE3,592 1,180 5,450 0 2,438 1,180 7,888 9,068 (1,276)2016(A)
Waverly Shores VillageHolland, MIB14,340 340 7,267 450 6,257 790 13,524 14,314 (3,078)2011(A&C)
West Village EstatesRomulus, MIB5,364 884 19,765 0 3,914 884 23,679 24,563 (7,106)2012(A)
Westbrook Senior VillageToledo, OHD5,744 355 3,295 0 700 355 3,995 4,350 (2,423)2001(A)
Westbrook VillageToledo, OHB23,983 1,110 10,462 0 5,982 1,110 16,444 17,554 (9,962)1999(A)
Westside RidgeAuburndale, FLD8,409 760 10,714 0 955 760 11,669 12,429 (2,195)2015(A)
F - 67
    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   EncumbranceInitial Cost to CompanyCosts 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 NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Westward Ho RV Resort & CampgroundWestward Ho RV Resort & CampgroundGlenbeulah, WIC0 1,050 5,642 0 2,749 1,050 8,391 9,441 (2,533)2013(A)
Westward Shores Cottages & RV ResortWestward Shores Cottages & RV ResortWest Ossipee, NH—0 1,901 15,326 0 6,678 1,901 22,004 23,905 (1,773)2018(A)
White Lake Mobile Home VillageWhite Lake Mobile Home VillageWhite Lake, MIB24,178 672 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 & CampgroundWild Acres RV Resort & CampgroundOld Orchard Beach, MEC0 1,640 26,786 0 5,209 1,640 31,995 33,635 (10,777)2013(A)
Wildwood CommunityWildwood CommunitySandwich, ILD23,770 1,890 37,732 0 1,003 1,890 38,735 40,625 (8,622)2014(A)
Willow Lake RV Resort & CampgroundWillow Lake RV Resort & CampgroundScotland, ON—0 1,260 2,275 (3)(1)951 1,257 3,226 4,483 (453)2016(A)
Willowbrook PlaceWillowbrook PlaceToledo, OHB17,392 781 7,054 1 5,867 782 12,921 13,703 (7,555)1997(A)
Willowood RV Resort & CampgroundWillowood RV Resort & CampgroundAmherstburg, ON—0 1,160 1,490 (3)(1)1,478 1,157 2,968 4,125 (418)2016(A)
Windham Hills EstatesWindham Hills EstatesJackson, MI—0 2,673 2,364 0 21,654 2,673 24,018 26,691 (12,532)1998(A&C)
Windmill VillageWindmill VillageDavenport, FLD45,198 7,560 36,294 0 1,746 7,560 38,040 45,600 (7,244)2015(A)
Windsor Woods VillageWindsor Woods VillageWayland, MIC0 270 5,835 0 3,037 270 8,872 9,142 (3,645)2011(A)
Wine Country RV ResortWine Country RV ResortPaso Robles, CAC0 1,740 11,510 0 3,918 1,740 15,428 17,168 (3,976)2014(A&C)
Woodhaven PlaceWoodhaven PlaceWoodhaven, MIB13,700 501 4,541 0 7,109 501 11,650 12,151 (6,220)1998(A)
Woodlake TrailsWoodlake TrailsSan Antonio, TXC0 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 & CampgroundBornholm, 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 EstatesEugene, 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 LakeGroveland, 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 TerraceHolland, OHB25,076 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)
WymberlyWymberlyMartinez, GAC0 3,058 14,451 0 324 3,058 14,775 17,833 (725)2019(A)
Yankee VillageYankee VillageOld Saybrook, CTC0 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.
F - 68
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.
EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Anacapa IsleOxnard, CA—— $0 $10,920 $0 $0 $0 $10,920 $10,920 $0 2020(A)
AnnapolisAnnapolis, MDA— 12,544 11,879 0 23 12,544 11,902 24,446 0 2020(A)
Aqua YachtIuka, MSA— 1,229 16,139 0 0 1,229 16,139 17,368 (194)2020(A)
AqualandFlowery Branch, GAA— 0 35,960 0 658 0 36,618 36,618 (426)2020(A)
Bahia BleuThunderbolt, GAA— 2,444 8,060 0 (99)2,444 7,961 10,405 (64)2020(A)
Ballena IsleAlameda, CAA— 738 21,294 0 51 738 21,345 22,083 (180)2020(A)
BeaufortBeaufort, SCA— 0 1,756 0 16 0 1,772 1,772 (27)2020(A)
Beaver CreekMonticello, KYA— 0 10,768 0 27 0 10,795 10,795 (91)2020(A)
Belle MaerHarrison Township, MIA— 4,079 14,551 0 (1)4,079 14,550 18,629 (167)2020(A)
Bohemia VistaChesapeake Bay, MDA— 1,351 1,338 0 1 1,351 1,339 2,690 (35)2020(A)
Brady MountainRoyal, ARA— 0 22,297 0 (45)0 22,252 22,252 (317)2020(A)
BristolCharleston, SCA— 1,342 7,541 0 58 1,342 7,599 8,941 (46)2020(A)
Bruce & JohnsonsBranford, CTA— 9,243 25,373 0 5 9,243 25,378 34,621 (190)2020(A)
BurnsideSomerset, KYA— 0 11,815 0 0 0 11,815 11,815 (130)2020(A)
Burnt StorePunta Gorda, FLA— 17,624 16,534 60 925 17,684 17,459 35,143 (142)2020(A)
Calusa IslandGoodland, FLA— 18,472 6,894 0 45 18,472 6,939 25,411 (89)2020(A)
Cape HarbourCape Coral, FLA— 5,502 5,984 0 12 5,502 5,996 11,498 (53)2020(A)
CapriPort Washington, NYA— 7,740 15,975 0 29 7,740 16,004 23,744 (109)2020(A)
F - 69
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 20192020
(amounts in thousands)

EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Carroll IslandBaltimore, MDA— 1,215 1,634 0 207 1,215 1,841 3,056 (56)2020(A)
Charleston CityCharleston, SCA— 0 38,750 0 63 0 38,813 38,813 (313)2020(A)
City BoatyardCharleston, SCA— 3,366 7,904 0 158 3,366 8,062 11,428 (38)2020(A)
Cove HavenBarrington, RIA— 9,963 9,758 0 11 9,963 9,769 19,732 (91)2020(A)
CowesettWarwick, RIA— 18,779 20,520 0 1 18,779 20,521 39,300 (158)2020(A)
Crystal PointPoint Pleasant, NJA— 1,308 2,273 0 433 1,308 2,706 4,014 (20)2020(A)
Dauntless(1)
Essex, CTA— 4,230 18,730 0 29 4,230 18,759 22,989 (132)2020(A)
Dauntless Shipyard(1)
Essex, CTA— 0 0 0 0 0 0 0 0 2020(A)
Deep RiverDeep River, CTA— 4,689 5,036 0 32 4,689 5,068 9,757 (56)2020(A)
Eagle CoveByrdstown, TNA— 0 4,599 0 12 0 4,611 4,611 (116)2020(A)
Emerald PointAustin, TXA— 0 18,144 0 131 0 18,275 18,275 (285)2020(A)
EmeryvilleEmeryville, CAA— 0 17,161 0 72 0 17,233 17,233 (122)2020(A)
Essex Island(1)
Essex, CTA— 0 0 0 0 0 0 0 0 2020(A)
Ferry PointOld Saybrook, CTA— 1,638 7,384 0 167 1,638 7,551 9,189 (55)2020(A)
Fiddler's CoveNorth Falmouth, MAA— 13,697 11,927 0 10 13,697 11,937 25,634 (74)2020(A)
GainesRouses Point, NYA— 392 2,740 0 42 392 2,782 3,174 (78)2020(A)
Glen CoveGlen Cove, NYA— 8,223 16,921 0 3 8,223 16,924 25,147 (133)2020(A)
Grand IsleGrand Haven, MIA— 5,966 5,181 0 41 5,966 5,222 11,188 (157)2020(A)
Great IslandHarpswell, MEA— 9,770 13,022 0 35 9,770 13,057 22,827 (101)2020(A)
Great LakesMuskegon, MIA— 6,123 5,748 0 2 6,123 5,750 11,873 (120)2020(A)
Great Oak LandingChestertown, MDA— 1,082 3,937 0 132 1,082 4,069 5,151 (97)2020(A)
Green HarborMarshfield, MAA— 8,346 5,591 0 174 8,346 5,765 14,111 (50)2020(A)
Greenport(2)
Greenport, NYA— 31,112 10,215 0 161 31,112 10,376 41,488 (127)2020(A)
Greenwich BayWarwick, RIA— 5,268 4,467 0 310 5,268 4,777 10,045 (88)2020(A)
Grider HillAlbany, KYA— 0 11,066 0 824 0 11,890 11,890 (254)2020(A)
Hacks PointEarleville, MDA— 319 1,031 0 256 319 1,287 1,606 (17)2020(A)
Harbor HouseStamford, CTA— 0 2,798 0 0 0 2,798 2,798 (38)2020(A)
Harbors ViewAfton, OKA— 304 1,223 0 4 304 1,227 1,531 (29)2020(A)
HarbortownFort Pierce, FLA— 23,204 12,928 0 19 23,204 12,947 36,151 (130)2020(A)
HaverstrawWest Haverstraw, NY—— 0 17,128 0 35 0 17,163 17,163 (169)2020(A)
Hawthorne CoveSalem, MAA— 1,832 11,584 0 76 1,832 11,660 13,492 (106)2020(A)
Hideaway BayFlowery Branch, GAA— 0 26,218 0 22 0 26,240 26,240 (109)2020(A)
F - 70
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
Holly CreekCelina, TNA— 50 7,022 0 26 50 7,048 7,098 (69)2020(A)
Island ParkPortsmouth, RIA— 7,518 3,544 0 367 7,518 3,911 11,429 (30)2020(A)
JamestownJamestown, KYA— 0 31,998 0 11 0 32,009 32,009 (257)2020(A)
Jamestown BoatyardJamestown, RIA— 3,908 3,449 0 14 3,908 3,463 7,371 (29)2020(A)
Jefferson BeachSt. Clair Shores, MIA— 19,196 18,109 0 27 19,196 18,136 37,332 (217)2020(A)
Kings PointCornelius, NCA— 10,717 14,139 0 60 10,717 14,199 24,916 (109)2020(A)
LakefrontPort Clinton, OHA— 448 1,811 0 6 448 1,817 2,265 (69)2020(A)
Loch LomondSan Rafael, CAA— 5,185 7,366 0 497 5,185 7,863 13,048 (104)2020(A)
Manasquan RiverBrick Township, NJA— 2,026 1,701 0 29 2,026 1,730 3,756 (27)2020(A)
Marina BayQuincy, MAA— 10,156 20,114 0 443 10,156 20,557 30,713 (120)2020(A)
MysticMystic, CTA— 1,274 13,459 0 16 1,274 13,475 14,749 (115)2020(A)
Narrows PointGrasonville, MDA— 5,902 8,908 0 33 5,902 8,941 14,843 (168)2020(A)
New England BoatworksPortsmouth, RIA— 21,843 17,656 0 206 21,843 17,862 39,705 (222)2020(A)
New Port CoveRiviera Beach, FLA— 19,039 2,460 0 62 19,039 2,522 21,561 (57)2020(A)
Newport ShipyardNewport, RIA— 18,991 50,974 0 9 18,991 50,983 69,974 (373)2020(A)
North Palm BeachNorth Palm Beach, FLA— 16,629 11,591 0 9 16,629 11,600 28,229 (70)2020(A)
Old Port CoveNorth Palm Beach, FLA— 27,833 26,842 0 71 27,833 26,913 54,746 (180)2020(A)
Onset BayBuzzards Bay, MAA— 6,892 4,073 0 30 6,892 4,103 10,995 (45)2020(A)
OxfordOxford, MDA— 939 4,840 0 241 939 5,081 6,020 (56)2020(A)
Peninsula Yacht ClubCornelius, NCA— 9,546 19,003 0 40 9,546 19,043 28,589 (120)2020(A)
Pier 121Lewisville, TXA— 0 66,283 0 114 0 66,397 66,397 (654)2020(A)
Pier 77Bradenton, FLA— 1,141 4,106 0 55 1,141 4,161 5,302 (40)2020(A)
Pilots PointWestbrook,CTA— 12,674 43,795 0 257 12,674 44,052 56,726 (288)2020(A)
PinelandBokeelia, FLA— 5,917 5,323 0 325 5,917 5,648 11,565 (76)2020(A)
PlymouthPlymouth, MAA— 7,016 14,416 0 6 7,016 14,422 21,438 (89)2020(A)
Port RoyalPort Royal, SCA— 1,509 1,663 0 9 1,509 1,672 3,181 (34)2020(A)
Post RoadMamaroneck, NYA— 3,196 1,965 0 20 3,196 1,985 5,181 (26)2020(A)
Regatta PointePalmetto, FLA— 0 21,774 0 76 0 21,850 21,850 (124)2020(A)
Reserve HarborPawleys Island, SCA— 2,904 4,708 0 78 2,904 4,786 7,690 (41)2020(A)
Riviera BeachRiviera Beach, FLA— 39,088 30,727 0 0 39,088 30,727 69,815 0 2020(A)
F - 71
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
EncumbranceInitial Cost to CompanyCosts Capitalized Subsequent to Acquisition (Improvements)
Gross Amount Carried at
December 31, 2020
Property NameLocationGroupAmountLandDepreciable AssetsLandDepreciable AssetsLandDepreciable AssetsTotalAccumulated DepreciationDateAcquired (A) or Constructed (C)
RocklandRockland, ME—— 1,078 13,360 0 0 1,078 13,360 14,438 0 2020(A)
SakonnetPortsmouth, RIA— 5,210 8,468 0 45 5,210 8,513 13,723 (56)2020(A)
SanduskySandusky, OHA— 215 2,866 0 5 215 2,871 3,086 (72)2020(A)
Shelburne ShipyardShelburne, VTA— 2,274 1,741 0 1 2,274 1,742 4,016 (49)2020(A)
Siesta KeySarasota, FLA— 4,429 5,188 0 118 4,429 5,306 9,735 (99)2020(A)
Silver SpringSouth Kingstown, RIA— 3,043 2,810 0 71 3,043 2,881 5,924 (23)2020(A)
Skippers LandingTroutman, NCA— 4,990 2,839 0 169 4,990 3,008 7,998 (40)2020(A)
Skull CreekHilton Head, SCA— 1,110 5,648 0 140 1,110 5,788 6,898 (36)2020(A)
South ForkFort Lauderdale, FL—— 7,954 5,319 0 1,044 7,954 6,363 14,317 0 2020(A)
South Harbour VillageSouthport, NCA— 698 3,757 0 887 698 4,644 5,342 (24)2020(A)
SportsmanOrange Beach, ALA— 22,197 18,947 0 224 22,197 19,171 41,368 (203)2020(A)
Stirling(2)
Greenport, NYA— 0 0 0 0 0 0 0 0 2020(A)
StratfordStratford, CTA— 2,343 17,941 0 61 2,343 18,002 20,345 (117)2020(A)
Sunset BayHull, MAA— 2,546 7,640 0 140 2,546 7,780 10,326 (47)2020(A)
Toledo BeachLa Salle Township, MIA— 1,132 2,490 0 (400)1,132 2,090 3,222 (68)2020(A)
Trade WindsAppling, GAA— 0 10,854 0 16 0 10,870 10,870 (105)2020(A)
Ventura IsleVentura, CAA— 0 23,872 0 16 0 23,888 23,888 (139)2020(A)
WaldenMontgomery, TXA— 1,099 4,253 0 5 1,099 4,258 5,357 (38)2020(A)
West Palm BeachWest Palm Beach, FLA— 0 58,541 0 0 0 58,541 58,541 0 2020(A)
WestportDenver, NCA— 3,218 5,781 0 115 3,218 5,896 9,114 (81)2020(A)
WickfordWickford, RIA— 1,054 2,435 0 0 1,054 2,435 3,489 0 2020(A)
Wickford CoveWickford, RIA— 7,174 12,995 0 58 7,174 13,053 20,227 (79)2020(A)
Willsboro BayWillsboro, NYA— 618 3,137 0 45 618 3,182 3,800 (141)2020(A)
Wisdom DockAlbany, KYA— 346 3,339 0 10 346 3,349 3,695 (72)2020(A)
Yacht HavenStamford, CTA— 6,720 3,703 0 7 6,720 3,710 10,430 (58)2020(A)
ZahnisersSolomons, MDA— 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 $(10,975)
Marinas Headquarters and OtherDallas, TX—$— 09,521 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.
F - 72
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 improvements930,668
 414,840
 204,375
Community expansion and development281,808
 152,672
 88,331
Improvements233,984
 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, 2020December 31, 2019December 31, 2018
Beginning balance$8,919,600 $7,560,946 $6,882,879 
Community and land acquisitions, including immediate improvements2,410,900 930,668 414,840 
Community expansion and development246,454 281,808 152,672 
Improvements249,275 233,984 205,006 
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 period291,605
 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, 2020December 31, 2019December 31, 2018
Beginning balance$1,686,980 $1,442,630 $1,237,525 
Depreciation for the period344,478 291,605 253,952 
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 

F - 6073