UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017March 31, 2019.
or
[ ] TRANSITION PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-12616
SUN COMMUNITIES INC.INC
(Exact Name of Registrant as Specified in its Charter)
|
| | |
Maryland | | 38-2730780 |
(State of Incorporation) | | (I.R.S. Employer Identification No.) |
| | |
27777 Franklin Rd. | | |
Suite 200 | | |
Southfield, Michigan | | 48034 |
(Address of Principal Executive Offices) | | (Zip Code) |
(Registrant’s telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X[ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. (Check one):
|
| | |
Large accelerated filer [ X ] | Accelerated filer [ ] | Non-accelerated filer [ ] |
Smaller reporting company [ ] | Emerging growth company [ ] | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Number of shares of Common Stock, $0.01 par value per share, outstanding as of October 17, 2017: 79,342,536April 18, 2019: 86,505,876
INDEX
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| Consolidated Financial Statements: | |
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| | |
| Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017March 31, 2019 and 20162018 (Unaudited) | |
| | |
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| Exhibit Index | |
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PART I – FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
SUN COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited - dollars in thousands, except per share amounts)
| | | (unaudited) September 30, 2017 | | December 31, 2016 | (unaudited) March 31, 2019 | | December 31, 2018 |
ASSETS | | | | | | |
Land | $ | 1,079,708 |
| | $ | 1,051,536 |
| $ | 1,279,306 |
| | $ | 1,201,945 |
|
Land improvements and buildings | 5,024,937 |
| | 4,825,043 |
| 5,899,149 |
| | 5,586,250 |
|
Rental homes and improvements | 516,618 |
| | 489,633 |
| 585,994 |
| | 571,661 |
|
Furniture, fixtures and equipment | 140,894 |
| | 130,127 |
| 208,177 |
| | 201,090 |
|
Investment property | 6,762,157 |
| | 6,496,339 |
| 7,972,626 |
| | 7,560,946 |
|
Accumulated depreciation | (1,188,332 | ) | | (1,026,858 | ) | (1,501,370 | ) | | (1,442,630 | ) |
Investment property, net (including $50,655 and $88,987 for consolidated variable interest entities at September 30, 2017 and December 31, 2016; see Note 6) | 5,573,825 |
| | 5,469,481 |
| |
Investment property, net (including $314,669 and $308,171 for consolidated variable interest entities at March 31, 2019 and December 31, 2018; see Note 8) | | 6,471,256 |
| | 6,118,316 |
|
Cash and cash equivalents | 137,448 |
| | 8,164 |
| 21,946 |
| | 50,311 |
|
Marketable securities | | 50,501 |
| | 49,037 |
|
Inventory of manufactured homes | 25,741 |
| | 21,632 |
| 52,993 |
| | 49,199 |
|
Notes and other receivables, net | 145,760 |
| | 81,179 |
| 179,814 |
| | 160,077 |
|
Collateralized receivables, net | 134,015 |
| | 143,870 |
| 101,938 |
| | 106,924 |
|
Other assets, net (including $1,638 and $3,054 for consolidated variable interest entities at September 30, 2017 and December 31, 2016; see Note 6) | 141,047 |
| | 146,450 |
| |
Other assets, net (including $22,369 and $19,809 for consolidated variable interest entities at March 31, 2019 and December 31, 2018; see Note 8) | | 220,214 |
| | 176,162 |
|
TOTAL ASSETS | $ | 6,157,836 |
| | $ | 5,870,776 |
| $ | 7,098,662 |
| | $ | 6,710,026 |
|
LIABILITIES | | | | | | |
Mortgage loans payable (including $42,177 and $62,111 for consolidated variable interest entities at September 30, 2017 and December 31, 2016; see Note 6) | $ | 2,822,640 |
| | $ | 2,819,567 |
| |
Mortgage loans payable (including $43,913 and $44,172 for consolidated variable interest entities at March 31, 2019 and December 31, 2018; see Note 8) | | $ | 2,879,017 |
| | $ | 2,815,957 |
|
Secured borrowings on collateralized receivables | 134,884 |
| | 144,477 |
| 102,676 |
| | 107,731 |
|
Preferred Equity - Sun NG RV Resorts LLC - mandatorily redeemable (fully attributable to consolidated variable interest entities; See Note 8) | | 35,249 |
| | 35,277 |
|
Preferred OP units - mandatorily redeemable | 45,903 |
| | 45,903 |
| 34,663 |
| | 37,338 |
|
Lines of credit | — |
| | 100,095 |
| 396,512 |
| | 128,000 |
|
Distributions payable | 56,520 |
| | 51,896 |
| 66,887 |
| | 63,249 |
|
Other liabilities (including $1,258 and $1,998 for consolidated variable interest entities at September 30, 2017 and December 31, 2016; see Note 6) | 291,074 |
| | 279,667 |
| |
Advanced reservation deposits and rent | | 151,860 |
| | 133,698 |
|
Other liabilities (including $21,049 and $6,914 for consolidated variable interest entities at March 31, 2019 and December 31, 2018; see Note 8) | | 179,461 |
| | 157,862 |
|
TOTAL LIABILITIES | 3,351,021 |
| | 3,441,605 |
| 3,846,325 |
| | 3,479,112 |
|
Commitments and contingencies |
| |
| |
Series A-4 preferred stock, $0.01 par value. Issued and outstanding: 1,085 shares at September 30, 2017 and 1,681 shares at December 31, 2016 | 32,414 |
| | 50,227 |
| |
Commitments and contingencies (see Note 17) | | | | |
Series A-4 preferred stock, $0.01 par value. Issued and outstanding:1,063 shares at March 31, 2019 and December 31, 2018 | | 31,739 |
| | 31,739 |
|
Series A-4 preferred OP units | 10,832 |
| | 16,717 |
| 9,784 |
| | 9,877 |
|
STOCKHOLDERS’ EQUITY | | | | |
Series A preferred stock, $0.01 par value. Issued and outstanding: 3,400 shares at September 30, 2017 and December 31, 2016 | 34 |
| | 34 |
| |
Common stock, $0.01 par value. Authorized: 180,000 shares; Issued and outstanding: 79,341 shares at September 30, 2017 and 73,206 shares at December 31, 2016 | 793 |
| | 732 |
| |
Series D preferred OP units | | 51,738 |
| | — |
|
Equity Interests - NG Sun LLC (fully attributable to consolidated variable interest entities; See Note 8) | | 22,167 |
| | 21,976 |
|
STOCKHOLDERS' EQUITY | | | | |
Common stock, $0.01 par value. Authorized: 180,000 shares; Issued and outstanding:86,463 shares at March 31, 2019 and 86,357 shares at December 31, 2018 | | 865 |
| | 864 |
|
Additional paid-in capital | 3,810,930 |
| | 3,321,441 |
| 4,398,641 |
| | 4,398,949 |
|
Accumulated other comprehensive income (loss) | 1,531 |
| | (3,181 | ) | |
Accumulated other comprehensive loss | | (3,006 | ) | | (4,504 | ) |
Distributions in excess of accumulated earnings | (1,117,228 | ) | | (1,023,415 | ) | (1,317,605 | ) | | (1,288,486 | ) |
Total Sun Communities, Inc. stockholders’ equity | 2,696,060 |
| | 2,295,611 |
| |
Noncontrolling interests: | | | | |
Total Sun Communities, Inc. stockholders' equity | | 3,078,895 |
| | 3,106,823 |
|
Noncontrolling interests | | | | |
Common and preferred OP units | 63,668 |
| | 69,598 |
| 51,816 |
| | 53,354 |
|
Consolidated variable interest entities | 3,841 |
| | (2,982 | ) | 6,198 |
| | 7,145 |
|
Total noncontrolling interests | 67,509 |
| | 66,616 |
| 58,014 |
| | 60,499 |
|
TOTAL STOCKHOLDERS’ EQUITY | 2,763,569 |
| | 2,362,227 |
| |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 6,157,836 |
| | $ | 5,870,776 |
| |
TOTAL STOCKHOLDERS' EQUITY | | 3,136,909 |
| | 3,167,322 |
|
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY | | $ | 7,098,662 |
| | $ | 6,710,026 |
|
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - dollars in thousands, except per share amounts)
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | Three Months Ended March 31, |
| 2017 | | 2016 | | 2017 | | 2016 | 2019 | | 2018 |
REVENUES | | | | | | | | | | |
Income from real property | $ | 198,263 |
| | $ | 184,324 |
| | $ | 560,778 |
| | $ | 453,560 |
| $ | 216,779 |
| | $ | 197,211 |
|
Revenue from home sales | 33,197 |
| | 31,211 |
| | 91,319 |
| | 81,987 |
| 39,618 |
| | 34,900 |
|
Rental home revenue | 12,757 |
| | 12,031 |
| | 37,774 |
| | 35,696 |
| 13,971 |
| | 13,020 |
|
Ancillary revenues | 17,017 |
| | 16,446 |
| | 32,086 |
| | 28,442 |
| |
Ancillary revenue | | 8,482 |
| | 6,568 |
|
Interest | 5,920 |
| | 4,705 |
| | 15,609 |
| | 13,322 |
| 4,800 |
| | 5,316 |
|
Brokerage commissions and other revenues, net | 1,091 |
| | 984 |
| | 2,978 |
| | 2,137 |
| 3,680 |
| | 960 |
|
Total revenues | 268,245 |
| | 249,701 |
| | 740,544 |
| | 615,144 |
| 287,330 |
| | 257,975 |
|
EXPENSES | | | | | | | | | | |
Property operating and maintenance | 59,249 |
| | 57,089 |
| | 159,861 |
| | 125,357 |
| 57,909 |
| | 51,630 |
|
Real estate taxes | 13,053 |
| | 12,384 |
| | 39,322 |
| | 32,122 |
| 15,330 |
| | 13,836 |
|
Cost of home sales | 25,094 |
| | 21,935 |
| | 67,999 |
| | 58,803 |
| 29,277 |
| | 26,571 |
|
Rental home operating and maintenance | 6,775 |
| | 6,350 |
| | 16,821 |
| | 17,637 |
| 4,788 |
| | 5,227 |
|
Ancillary expenses | 9,993 |
| | 9,449 |
| | 21,719 |
| | 18,697 |
| 7,101 |
| | 5,383 |
|
Home selling expenses | 3,290 |
| | 2,643 |
| | 9,391 |
| | 7,240 |
| 3,324 |
| | 3,290 |
|
General and administrative | 18,267 |
| | 16,575 |
| | 56,188 |
| | 46,910 |
| 21,887 |
| | 19,757 |
|
Transaction costs | 2,167 |
| | 4,191 |
| | 6,990 |
| | 27,891 |
| |
Catastrophic weather related charges, net | | 782 |
| | (2,213 | ) |
Depreciation and amortization | 64,232 |
| | 61,483 |
| | 189,719 |
| | 159,565 |
| 76,556 |
| | 66,437 |
|
Extinguishment of debt | — |
| | — |
| | 759 |
| | — |
| |
Loss on extinguishment of debt | | 653 |
| | 196 |
|
Interest | 32,085 |
| | 33,800 |
| | 95,765 |
| | 88,522 |
| 34,014 |
| | 31,138 |
|
Interest on mandatorily redeemable preferred OP units | 790 |
| | 789 |
| | 2,361 |
| | 2,363 |
| |
Interest on mandatorily redeemable preferred OP units / equity | | 1,094 |
| | 619 |
|
Total expenses | 234,995 |
| | 226,688 |
| | 666,895 |
| | 585,107 |
| 252,715 |
| | 221,871 |
|
Income before other items | 33,250 |
| | 23,013 |
| | 73,649 |
| | 30,037 |
| |
Catastrophic weather related charges | (7,756 | ) | | — |
| | (8,124 | ) | | — |
| |
Other income, net | 3,345 |
| | — |
| | 5,340 |
| | — |
| |
Current tax benefit / (expense) | 38 |
| | (283 | ) | | (133 | ) | | (567 | ) | |
Income Before Other Items | | 34,615 |
| | 36,104 |
|
Remeasurement of marketable securities | | 267 |
| | — |
|
Other income / (expense), net | | 1,898 |
| | (2,617 | ) |
Income / (loss) from nonconsolidated affiliates | | 344 |
| | (59 | ) |
Current tax expense | | (214 | ) | | (174 | ) |
Deferred tax benefit | 81 |
| | — |
| | 745 |
| | — |
| 217 |
| | 347 |
|
Income from affiliate transactions | — |
| | 500 |
| | — |
| | 500 |
| |
Net income | 28,958 |
| | 23,230 |
| | 71,477 |
| | 29,970 |
| |
Less: Preferred return to preferred OP units | (1,112 | ) | | (1,257 | ) | | (3,482 | ) | | (3,793 | ) | |
Net Income | | 37,127 |
|
| 33,601 |
|
Less: Preferred return to preferred OP units / equity | | (1,323 | ) | | (1,080 | ) |
Less: Amounts attributable to noncontrolling interests | (1,776 | ) | | (879 | ) | | (4,179 | ) | | (460 | ) | (1,041 | ) | | (2,094 | ) |
Net income attributable to Sun Communities, Inc. | 26,070 |
|
| 21,094 |
|
| 63,816 |
|
| 25,717 |
| |
Less: Preferred stock distributions | (1,955 | ) | | (2,197 | ) | | (6,233 | ) | | (6,748 | ) | |
Net Income Attributable to Sun Communities, Inc. | | 34,763 |
|
| 30,427 |
|
Less: Preferred stock distribution | | (432 | ) | | (441 | ) |
Net income attributable to Sun Communities, Inc. common stockholders | $ | 24,115 |
|
| $ | 18,897 |
| | $ | 57,583 |
| | $ | 18,969 |
| $ | 34,331 |
|
| $ | 29,986 |
|
Weighted average common shares outstanding: | | | | | | | | | | |
Basic | 78,369 |
| | 68,655 |
| | 75,234 |
| | 63,716 |
| 85,520 |
| | 78,855 |
|
Diluted | 78,808 |
| | 69,069 |
| | 75,846 |
| | 64,146 |
| 86,033 |
| | 79,464 |
|
Earnings per share (See Note 12): | |
| | | | |
| | | |
Earnings per share (Refer to Note 14): | | |
| | |
Basic | $ | 0.31 |
| | $ | 0.27 |
| | $ | 0.76 |
| | $ | 0.30 |
| $ | 0.40 |
| | $ | 0.38 |
|
Diluted | $ | 0.31 |
| | $ | 0.27 |
| | $ | 0.76 |
| | $ | 0.30 |
| $ | 0.40 |
| | $ | 0.38 |
|
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited - dollars in thousands)
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | Three Months Ended March 31, |
| 2017 | | 2016 | | 2017 | | 2016 | 2019 | | 2018 |
Net income | $ | 28,958 |
| | $ | 23,230 |
| | $ | 71,477 |
| | $ | 29,970 |
| $ | 37,127 |
| | $ | 33,601 |
|
Foreign currency translation adjustment | 2,648 |
| | (5,227 | ) | | 4,977 |
| | (5,226 | ) | 1,575 |
| | (1,861 | ) |
Total comprehensive income | 31,606 |
| | 18,003 |
| | 76,454 |
| | 24,744 |
| 38,702 |
| | 31,740 |
|
Less: Comprehensive income attributable to noncontrolling interests | 1,912 |
| | 553 |
| | 4,444 |
| | 110 |
| 1,118 |
| | 2,005 |
|
Comprehensive income attributable to Sun Communities, Inc. | $ | 29,694 |
| | $ | 17,450 |
| | $ | 72,010 |
| | $ | 24,634 |
| $ | 37,584 |
| | $ | 29,735 |
|
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(Unaudited - dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | | | |
| 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 |
Balance at December 31, 2016 | $ | 34 |
| $ | 732 |
| $ | 3,321,441 |
| $ | (1,023,415 | ) | $ | (3,181 | ) | $ | 66,616 |
| $ | 2,362,227 |
|
Issuance of common stock and common OP units, net | — |
| 59 |
| 484,499 |
| — |
| — |
| 2,001 |
| 486,559 |
|
Conversion of OP units | — |
| 1 |
| 3,240 |
| — |
| — |
| (3,008 | ) | 233 |
|
Conversion of Series A-4 preferred stock | — |
| 1 |
| 4,719 |
| — |
| — |
| — |
| 4,720 |
|
Redemption of Series A-4 preferred stock | — |
| — |
| (3,867 | ) | — |
| — |
| — |
| (3,867 | ) |
Redemption of Series A-4 OP units | — |
| — |
| (2,571 | ) | — |
| — |
| — |
| (2,571 | ) |
Share-based compensation - amortization and forfeitures | — |
| — |
| 9,670 |
| 223 |
| — |
| — |
| 9,893 |
|
Acquisition of noncontrolling interests | — |
| — |
| (6,201 | ) | — |
| — |
| 6,101 |
| (100 | ) |
Foreign currency exchange | — |
| — |
| — |
| — |
| 4,712 |
| 265 |
| 4,977 |
|
Net income | — |
| — |
| — |
| 67,298 |
| — |
| 3,991 |
| 71,289 |
|
Distributions | — |
| — |
| — |
| (161,334 | ) | — |
| (8,457 | ) | (169,791 | ) |
Balance at September 30, 2017 | $ | 34 |
| $ | 793 |
| $ | 3,810,930 |
| $ | (1,117,228 | ) | $ | 1,531 |
| $ | 67,509 |
| $ | 2,763,569 |
|
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | Stockholders’ Equity |
| Temporary Equity | | Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income / (Loss) | Non-controlling Interests | Total Stockholders’ Equity |
Balance at December 31, 2018 | $ | 63,592 |
| | $ | 864 |
| $ | 4,398,949 |
| $ | (1,288,486 | ) | $ | (4,504 | ) | $ | 60,499 |
| $ | 3,167,322 |
|
Issuance of common stock and common OP units, net | — |
| | 1 |
| (4,322 | ) | — |
| — |
| — |
| (4,321 | ) |
Conversion of OP units | — |
| | — |
| 280 |
| — |
| — |
| (280 | ) | — |
|
Share-based compensation - amortization and forfeitures | — |
| | — |
| 3,719 |
| 74 |
| — |
| — |
| 3,793 |
|
Issuance of Series D OP Units | 51,930 |
| | — |
| — |
| — |
| — |
| — |
| — |
|
Foreign currency translation | — |
| | — |
| — |
| — |
| 1,498 |
| 77 |
| 1,575 |
|
Net income | 178 |
| | — |
| — |
| 36,086 |
| — |
| 863 |
| 36,949 |
|
Distributions | (272 | ) | | — |
| 15 |
| (65,279 | ) | — |
| (3,145 | ) | (68,409 | ) |
Balance at March 31, 2019 | $ | 115,428 |
| | $ | 865 |
| $ | 4,398,641 |
| $ | (1,317,605 | ) | $ | (3,006 | ) | $ | 58,014 |
| $ | 3,136,909 |
|
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | Stockholders’ Equity |
| Temporary Equity | | Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Earnings | Accumulated Other Comprehensive Income / (Loss) | Non-controlling Interests | Total Stockholders’ Equity |
Balance at December 31, 2017 | $ | 43,066 |
| | $ | 797 |
| $ | 3,758,533 |
| $ | (1,162,001 | ) | $ | 1,102 |
| $ | 65,256 |
| $ | 2,663,687 |
|
Issuance of common stock and common OP units, net | — |
| | 2 |
| (3,298 | ) | — |
| — |
| — |
| (3,296 | ) |
Conversion of OP units | (60 | ) | | — |
| 342 |
| — |
| — |
| (283 | ) | 59 |
|
Share-based compensation - amortization and forfeitures | — |
| | — |
| 3,489 |
| 90 |
| — |
| — |
| 3,579 |
|
Foreign currency translation | — |
| | — |
| — |
| — |
| (1,772 | ) | (89 | ) | (1,861 | ) |
Net income | 71 |
| | — |
| — |
| 31,507 |
| — |
| 2,023 |
| 33,530 |
|
Distributions | (171 | ) | | — |
| — |
| (57,159 | ) | — |
| (2,888 | ) | (60,047 | ) |
Balance at March 31, 2018 | $ | 42,906 |
| | $ | 799 |
| $ | 3,759,066 |
| $ | (1,187,563 | ) | $ | (670 | ) | $ | 64,019 |
| $ | 2,635,651 |
|
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - dollars in thousands) | | | Nine Months Ended September 30, | Three Months Ended March 31, |
| 2017 | | 2016 | 2019 | | 2018 |
OPERATING ACTIVITIES: | | | | | | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | $ | 223,348 |
| | $ | 190,279 |
| $ | 103,141 |
| | $ | 80,905 |
|
INVESTING ACTIVITIES: | | | | | | |
Investment in properties | (203,233 | ) | | (159,923 | ) | (114,804 | ) | | (68,524 | ) |
Acquisitions of properties, net of cash acquired | (70,328 | ) | | (1,473,368 | ) | (279,302 | ) | | (2,384 | ) |
Proceeds from affiliate transactions | — |
| | 500 |
| |
Proceeds from dispositions of assets and depreciated homes, net | 6,592 |
| | 3,755 |
| 11,788 |
| | 5,312 |
|
Proceeds from disposition of properties | — |
| | 88,696 |
| |
Issuance of notes and other receivables | (2,480 | ) | | (1,411 | ) | |
Purchases of notes receivable | | — |
| | (893 | ) |
Other investing activities | | — |
| | (1,925 | ) |
Repayments of notes and other receivables | 1,764 |
| | 852 |
| 1,030 |
| | 679 |
|
Investments in nonconsolidated affiliates | | (11,195 | ) | | (783 | ) |
NET CASH USED FOR INVESTING ACTIVITIES | (267,685 | ) | | (1,540,899 | ) | (392,483 | ) | | (68,518 | ) |
FINANCING ACTIVITIES: | | | | | | |
Issuance and associated costs of common stock, OP units, and preferred OP units, net | 457,638 |
| | 748,959 |
| |
Net proceeds from stock option exercise | — |
| | 149 |
| |
Issuance of common stock, OP units, and preferred OP units, net | | (4,321 | ) | | (3,296 | ) |
Redemption of Series B-3 preferred OP units | | (2,675 | ) | | (4,105 | ) |
Borrowings on lines of credit | 575,351 |
| | 474,738 |
| 1,428,948 |
| | 302,355 |
|
Payments on lines of credit | (675,695 | ) | | (441,738 | ) | (1,160,436 | ) | | (201,853 | ) |
Proceeds from issuance of other debt | 85,081 |
| | 900,781 |
| 265,000 |
| | — |
|
Payments on other debt | (72,024 | ) | | (141,490 | ) | (200,892 | ) | | (43,883 | ) |
Prepayment penalty on debt | (759 | ) | | — |
| — |
| | (196 | ) |
Redemption of Series A-4 preferred stock and OP units | (24,698 | ) | | — |
| |
Proceeds received from return of prepaid deferred financing costs | | 1,618 |
| | — |
|
Distributions to stockholders, OP unit holders, and preferred OP unit holders | (165,937 | ) | | (141,018 | ) | (65,145 | ) | | (56,881 | ) |
Payments for deferred financing costs | (5,589 | ) | | (24,911 | ) | (1,000 | ) | | (605 | ) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 173,368 |
| | 1,375,470 |
| 261,097 |
| | (8,464 | ) |
Effect of exchange rate changes on cash and cash equivalents | 253 |
| | (107 | ) | |
Net change in cash and cash equivalents | 129,284 |
| | 24,743 |
| |
Cash and cash equivalents, beginning of period | 8,164 |
| | 45,086 |
| |
Cash and cash equivalents, end of period | $ | 137,448 |
| | $ | 69,829 |
| |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | | 158 |
| | (8 | ) |
Net change in cash, cash equivalents and restricted cash | | (28,087 | ) | | 3,915 |
|
Cash, cash equivalents and restricted cash, beginning of period | | 62,262 |
| | 23,509 |
|
Cash, cash equivalents and restricted cash, end of period (See Note 16) | | $ | 34,175 |
| | $ | 27,424 |
|
| | | Nine Months Ended September 30, | Three Months Ended March 31, |
| 2017 | | 2016 | 2019 | | 2018 |
SUPPLEMENTAL INFORMATION: | | | | | | |
Cash paid for interest (net of capitalized interest of $1,981 and $378 respectively) | $ | 92,362 |
| | $ | 91,346 |
| |
Cash paid for interest (net of capitalized interest of $1,357 and $1,184 respectively) | | $ | 32,711 |
| | $ | 30,402 |
|
Cash paid for interest on mandatorily redeemable debt | $ | 2,361 |
| | $ | 2,363 |
| $ | 1,094 |
| | $ | 619 |
|
Cash (refunds) paid for income taxes | $ | (53 | ) | | $ | 612 |
| |
Cash paid (refunds) for income taxes | | $ | (60 | ) | | $ | 135 |
|
Noncash investing and financing activities: | | | | | | |
Reduction in secured borrowing balance | $ | 17,674 |
| | $ | 14,718 |
| $ | 5,055 |
| | $ | 5,105 |
|
Change in distributions declared and outstanding | $ | 4,527 |
| | $ | 9,527 |
| $ | 3,536 |
| | $ | 3,337 |
|
Conversion of common and preferred OP units | $ | 3,240 |
| | $ | 2,033 |
| $ | 280 |
| | $ | 342 |
|
Conversion of Series A-4 preferred stock | $ | 4,720 |
| | $ | 11,503 |
| |
Noncash investing and financing activities at the date of acquisition: | | | | | | |
Acquisitions - Common stock and OP units issued | $ | 28,410 |
| | $ | 225,000 |
| |
Acquisitions - debt assumed | $ | 4,592 |
| | $ | — |
| |
Acquisitions - receivable due from seller | $ | 5,000 |
| | $ | — |
| |
Acquisitions - contingent consideration liability | $ | — |
| | $ | 9,830 |
| |
Acquisitions - Series D preferred interest | | $ | 51,930 |
| | $ | — |
|
Acquisitions - Escrow | | $ | 4,035 |
| | $ | — |
|
See accompanying Notes to Consolidated Financial Statements.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Sun Communities, Inc., a Maryland corporation, and all wholly-owned or majority-owned and controlled subsidiaries, including Sun Communities Operating Limited Partnership (the “Operating Partnership”) and Sun Home Services, Inc. (“SHS”) are referred to herein as the “Company,” “us,” “we,” and “our.”
We follow accounting standards set by the Financial Accounting Standards Board (“FASB”). FASB sets generally accepted accounting principles (“GAAP”), which we follow to ensure that we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”).
These unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and in accordance with GAAP. Pursuant to the SEC rules and regulations we present interim disclosures and certain information and footnote disclosures as required. Accordingly, the unaudited Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited Consolidated Financial Statements reflect, in the opinion of management, all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of the interim financial statements. All intercompany transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period financial statements in order to conform to current period presentation.
The results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 20162018 as filed with the SEC on February 23, 201721, 2019 (the “2016“2018 Annual Report”). These statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our 20162018 Annual Report.
2. Real Estate AcquisitionsRevenue
2017 AcquisitionsDisaggregation of Revenue
In September 2017,The following tables details our revenue by major source (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2019 | | Three Months Ended March 31, 2018 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
REVENUE | | | | | | | | | | | |
Income from real property | $ | 216,779 |
| | $ | — |
| | $ | 216,779 |
| | $ | 197,211 |
| | $ | — |
| | $ | 197,211 |
|
Revenue from home sales | — |
| | 39,618 |
| | 39,618 |
| | — |
| | 34,900 |
| | 34,900 |
|
Rental home revenue | — |
| | 13,971 |
| | 13,971 |
| | — |
| | 13,020 |
| | 13,020 |
|
Ancillary revenues | 8,482 |
| | — |
| | 8,482 |
| | 6,568 |
| | — |
| | 6,568 |
|
Interest | 4,800 |
| | — |
| | 4,800 |
| | 5,316 |
| | — |
| | 5,316 |
|
Brokerage commissions and other revenues, net
| 3,680 |
| | — |
| | 3,680 |
| | 960 |
| | — |
| | 960 |
|
Total revenue | $ | 233,741 |
| | $ | 53,589 |
| | $ | 287,330 |
| | $ | 210,055 |
| | $ | 47,920 |
| | $ | 257,975 |
|
Revenue Recognition Policies and Performance Obligations
On January 1, 2018, we acquired three age-restricted manufactured homeadopted FASB Accounting Standards Update (“MH”ASU”) communities: Lazy J Ranch,2014-09 “Revenue from Contracts with 220 sitesCustomers” and the other related ASUs and amendments to the codification (collectively “ASC 606”). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in Arcata, California; Ocean West,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 130 sitescustomers, except those that are within the scope of other topics in McKinleyville, California; and Caliente Sands, with 118 sites in Cathedral City, California.
In July 2017, we acquired Pismo Dunes RV Resort (“Pismo Dunes”), an age-restricted recreational vehicle (“RV”) community with 331 sites located in Pismo Beach, California.
In June 2017, we acquired Arbor Woods (“Arbor Woods”), a MH community with 458 sites located in Superior Township, Michigan.
In May 2017, we acquired Sunset Lakes RV Resort (“Sunset Lakes”), a RV resort with 498 sites located in Hillsdale, Illinois.
In March 2017, we acquired Far Horizons 49er Village RV Resort Inc. (“49er Village”), a RV resort with 328 sites located in Plymouth, California.the FASB accounting standards codification.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As a real estate owner and operator, the majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842 “Leases.” For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services. The adoption of ASC 606 did not result in any change to our accounting policies for revenue recognition. Accordingly, retrospective application to prior periods or a cumulative catch-up adjustment was unnecessary.
Income from real property - Residents in our communities lease the site on which their home is located, and either own or lease their home. Lease revenues for sites and homes fall under the scope of ASC 842, and are accounted for as operating leases with straight-line recognition. 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. Income from real property includes site leases for annual MH residents which are within the scope of ASC 842. Annual recreational vehicle (“RV”) site leases with residents are also included within the scope of ASC 842 and revenue is recorded within Income from real property. 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. The site rental associated with a transient RV resident stay is accounted for under ASC 842 and is recorded within Income from real property.
Revenue from home sales - Our taxable REIT subsidiary, SHS, sells manufactured homes (“MH”) to current and prospective residents in our communities. Prior to adoption of ASC 606, we recognized revenue for home sales pursuant to ASC 605 “Revenue Recognition,” as manufactured homes are tangible personal property that can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate, and were therefore not considered to be subject to the guidance in ASC 360-20 “Real Estate Sales” by the Company. In accordance with the core principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we have no remaining performance obligation.
Rental home revenue - is comprised of rental agreements whereby we lease homes to residents in our communities. We account for these revenues under ASC 842.
Ancillary revenues - are primarily composed of proceeds from restaurant, golf, merchandise and other activities at our RV communities and are included in the scope of ASC 606. Short-term vacation home rentals are included within ancillary revenues and within the scope of ASC 842. 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, ancillary revenues include the leasing of short term vacation rentals. Sales and other taxes that we collect concurrent with revenue-producing activities are excluded from the transaction price.
Interest income - is earned primarily on our notes and collateralized receivables, which includes installment loans for manufactured homes purchased by the Company from loan originators and transferred loans that previously did not meet the requirements for sale accounting. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Interest income is not in the scope of ASC 606. Refer to Notes 4, “Collateralized Receivables and Transfers of Financial Assets” and 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 collateralized receivables and notes receivables are also included herein. Refer to Notes 4, “Collateralized Receivables and Transfers of Financial Assets” and 5, “Notes and Other Receivables” for additional information regarding our loan loss reserves.
Contract Balances
As of March 31, 2019 and December 31, 2018, we had $18.0 million and $16.1 million, respectively, of receivables from contracts with customers. Receivables from contracts with customers are presented as a component of Notes and other receivables on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes. Due to the nature of our revenue from contracts with customers, we do not have material contract assets or liabilities that fall under the scope of ASC 606.
3. Real Estate Acquisitions
2019 Acquisitions
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In 2019 we acquired the following communities:
|
| | | | | | | | | | | | |
Community Name | | Type | | Sites | | Development Sites | | State | | Month Acquired |
Massey’s Landing RV | | RV | | 291 |
| | — |
| | DE | | February |
Shelby Properties(1) | | MH | | 1,308 |
| | — |
| | MI | | February |
Buena Vista | | MH | | 400 |
| | — |
| | AZ | | February |
Country Village Estates (2) | | MH | | 518 |
| | — |
| | OR | | January |
Hid’n Pines RV | | RV | | 321 |
| | — |
| | ME | | January |
Hacienda del Rio | | MH (Age-Restricted) | | 730 |
| | 70 |
| | FL | | January |
| | Total | | 3,568 |
| | 70 |
| | | | |
(1) Contains two MH communities.
(2) In conjunction with the acquisition, we issued Series D Preferred Operating Partnership (“OP”) Units. As of March 31, 2019, 488,958 Series D Preferred OP Units were outstanding.
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 2017the three months ended March 31, 2019 (in thousands):
| | At Acquisition Date(1) | | Lazy J Ranch (1) | | Ocean West (1) | | Caliente Sands (1) | | Pismo Dunes (1) | | Arbor Woods (1) | | Sunset Lakes (1) | | 49er Village (1) | | Total | | Massey's Landing | | Shelby Properties | | Buena Vista | | Country Village | | Hid'n Pines | | Hacienda del Rio | | Total |
Investment in property | | $ | 14,300 |
| | $ | 9,673 |
| | $ | 8,850 |
| | $ | 21,260 |
| | $ | 15,725 |
| | $ | 7,835 |
| | $ | 12,890 |
| | $ | 90,533 |
| | $ | 20,000 |
| | $ | 85,969 |
| | $ | 20,221 |
| | $ | 62,784 |
| | $ | 10,680 |
| | $ | 111,971 |
| | $ | 311,625 |
|
Notes receivable | | — |
| | — |
| | — |
| | — |
| | 23 |
| | — |
| | — |
| | 23 |
| |
Inventory of manufactured homes | | — |
| | — |
| | 21 |
| | — |
| | 465 |
| | — |
| | — |
| | 486 |
| | — |
| | 2,011 |
| | 439 |
| | — |
| | — |
| | 15 |
| | 2,465 |
|
In-place leases | | — |
| | — |
| | — |
| | 660 |
| | 730 |
| | 210 |
| | 110 |
| | 1,710 |
| |
In-place leases and other intangible assets | | | — |
| | 6,520 |
| | 1,590 |
| | 2,020 |
| | 70 |
| | 3,280 |
| | 13,480 |
|
Other assets (liabilities), net | | | (446 | ) | | (1,015 | ) | | (93 | ) | | 31 |
| | (233 | ) | | (237 | ) | | (1,993 | ) |
Total identifiable assets acquired net of liabilities assumed | | $ | 14,300 |
|
| $ | 9,673 |
|
| $ | 8,871 |
|
| $ | 21,920 |
| | $ | 16,943 |
| | $ | 8,045 |
| | $ | 13,000 |
| | $ | 92,752 |
| | $ | 19,554 |
| | $ | 93,485 |
| | $ | 22,157 |
| | $ | 64,835 |
| | $ | 10,517 |
| | $ | 115,029 |
| | $ | 325,577 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consideration | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash | | $ | 14,300 |
| | $ | 5,081 |
| | $ | 8,871 |
| | $ | — |
| | $ | 14,943 |
| | $ | 8,045 |
| | $ | 13,000 |
| | 64,240 |
| |
Equity | | — |
| | — |
| | — |
| | 26,410 |
| | 2,000 |
| | — |
| | — |
| | 28,410 |
| |
Liabilities assumed | | — |
| | 4,592 |
| | — |
| | 510 |
| | — |
| | — |
| | — |
| | 5,102 |
| |
Receivable due from seller | | — |
| | — |
| | — |
| | (5,000 | ) | | — |
| | — |
| | — |
| | (5,000 | ) | |
Cash and escrow | | | $ | 19,554 |
| | $ | 93,485 |
| | $ | 22,157 |
| | $ | 12,905 |
| | $ | 10,517 |
| | $ | 115,029 |
| | $ | 273,647 |
|
Series D Preferred OP units | | | — |
| | — |
| | — |
| | 51,930 |
| | — |
| | — |
| | 51,930 |
|
Total consideration | | $ | 14,300 |
| | $ | 9,673 |
| | $ | 8,871 |
| | $ | 21,920 |
| | $ | 16,943 |
| | $ | 8,045 |
| | $ | 13,000 |
| | $ | 92,752 |
| | $ | 19,554 |
| | $ | 93,485 |
| | $ | 22,157 |
| | $ | 64,835 |
| | $ | 10,517 |
| | $ | 115,029 |
| | $ | 325,577 |
|
(1) The purchase price allocations for Lazy J Ranch, Ocean West, Caliente Sands, Pismo Dunes, Arbor Woods, Sunset Lakes, and 49er Village are preliminary and may be adjusted as final costs and valuations are determined.
As of March 31,2019, the Company has incurred $5.1 million of additional capitalized transaction costs which have been allocated among the various categories above.
During the quarter, the Company entered into a four year Temporary Occupancy and Use Permit with the Port of San Diego to operate an RV resort located in Chula Vista, CA until such time as a new RV resort is constructed in the area. Concurrent with the transaction, we purchased tangible personal property from the prior owner of the RV resort for $0.3 million.
Refer to Note 19, “Subsequent Events,” for information regarding real estate acquisition activity after March 31, 2019.
The total amount of total revenues and net income included in the Consolidated Statements of Operations for the three and nine months ended September 30, 2017March 31, 2019 related to the acquisitions completed in 20172019 are set forth in the following table (in thousands):
|
| | | | |
| | Three Months Ended March 31, 2019 |
| | (unaudited) |
Total revenues | | $ | 3,764 |
|
Net income | | $ | 1,317 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
| | | | | | | |
| Three Months Ended September 30, 2017 | | Nine Months Ended September 30, 2017 |
| (unaudited) | | (unaudited) |
Total revenues | $ | 3,178 |
| | $ | 4,493 |
|
Net income | $ | 935 |
| | $ | 1,418 |
|
The following unaudited pro forma financial information presents the results of our operations for the three and nine months ended September 30, 2017March 31, 2019 and 2016,2018, as if the properties acquired in 20172019 had been acquired on January 1, 2016.2018. 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 acquisitionsacquisition been consummated on January 1, 20162018 (in thousands, except per-share data):
|
| | | | | | | | |
| | Three Months Ended March 31, |
| | (unaudited) |
| | 2019 | | 2018 |
Total revenues | | $ | 289,253 |
| | $ | 263,706 |
|
Net income attributable to Sun Communities, Inc. common stockholders | | $ | 34,885 |
| | $ | 31,732 |
|
Net income per share attributable to Sun Communities, Inc. common stockholders - basic | | $ | 0.41 |
| | $ | 0.40 |
|
Net income per share attributable to Sun Communities, Inc. common stockholders - diluted | | $ | 0.41 |
| | $ | 0.40 |
|
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| (unaudited) | | (unaudited) |
| 2017 | | 2016 | | 2017 | | 2016 |
Total revenues | $ | 272,214 |
| | $ | 255,580 |
| | $ | 746,299 |
| | $ | 623,840 |
|
Net income attributable to Sun Communities, Inc. common stockholders | $ | 25,337 |
| | $ | 20,660 |
| | $ | 59,176 |
| | $ | 21,246 |
|
Net income per share attributable to Sun Communities, Inc. common stockholders - basic | $ | 0.32 |
| | $ | 0.30 |
| | $ | 0.79 |
| | $ | 0.33 |
|
Net income per share attributable to Sun Communities, Inc. common stockholders - diluted | $ | 0.32 |
| | $ | 0.30 |
| | $ | 0.78 |
| | $ | 0.33 |
|
2018 Acquisitions
In 2018 we acquired the following communities:
|
| | | | | | | | | | | | |
Community Name | | Type | | Sites | | Development Sites | | State | | Month Acquired |
Leaf Verde RV Resort | | RV | | 376 |
| | — |
| | AZ | | October |
Archview | | RV | | 114 |
| | 50 |
| | UT | | August |
Petoskey KOA | | RV | | 210 |
| | — |
| | MI | | August |
The Sands RV and Golf Resort | | RV (Age Restricted) | | 507 |
| | — |
| | CA | | July |
Sun NG RV Resorts LLC (1)(2) | | RV | | 2,700 |
| | 940 |
| | Various | | June |
Silver Creek | | RV | | 264 |
| | 176 |
| | MI | | June |
Highway West (1) | | RV | | 536 |
| | — |
| | UT & OR | | June |
Compass RV | | RV | | 175 |
| | — |
| | FL | | May |
| | Total | | 4,882 |
| | 1,166 |
| | | | |
(1) Highway West and Sun NG RV Resorts LLC are comprised of 4 RV and 10 RV resorts, respectively.
(2) Refer to Note 8, “Consolidated Variable Interest Entities,” Note 9, “Debt and Lines of Credit,” and Note 10, “Equity and Temporary Equity” in our accompanying Consolidated Financial Statements for additional information.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Additionally, duringThe following table summarizes the three months ended June 30, 2017, weamounts of assets acquired Carolina Pines RV Resort, an undeveloped parcelnet of land (“Carolina Pines” formerly known as Bear Lake), near Myrtle Beach, South Carolina, for $5.9 million. This land parcel has been entitledliabilities assumed at the acquisition date and zoned to build a 775 site RV resort.
Transaction costs of $2.2 million and $4.2 million have been incurredthe consideration paid for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, transactions costs were $7.0 million and $27.9 million, respectively. These costs are presented as “Transaction costs” in our Consolidated Statements of Operations.
2016 Acquisitions
In June 2016, we acquired all of the issued and outstanding shares of common stock of Carefree Communities Inc. (“Carefree”) through the Operating Partnership for an aggregate purchase price of $1.68 billion. Carefree owned 103 MH and RV communities, comprising over 27,000 sites.
At the closing, we issued 3,329,880 shares of common stock at $67.57 per share (or $225.0 million in common stock) to the seller and the Operating Partnership paid the balance of the purchase price in cash. Approximately $1.0 billion of the cash payment was applied simultaneously to repay debt on the properties owned by Carefree. The Operating Partnership funded the cash portion of the purchase price in part with proceeds from debt financings as described in Note 7, “Debt and Lines of Credit” and net proceeds of $385.4 million from an underwritten public offering of 6,037,500 shares of common stock at a price of $66.50 per share in March 2016.
We have allocated the “investment in property” balances for Carefree to the respective balance sheet line items upon completion of a purchase price allocation in accordance with the FASB ASCTopic 805 - Business Combinations, as set forth in the table below (in thousands):
|
| | | | |
At Acquisition Date | | Carefree |
Investment in property | | $ | 1,670,981 |
|
Ground leases | | 33,270 |
|
In-place leases | | 35,010 |
|
Deferred tax liability | | (23,637 | ) |
Other liabilities | | (15,665 | ) |
Inventory of manufactured homes | | 13,521 |
|
Below market lease | | (29,340 | ) |
Total identifiable assets acquired and liabilities assumed | | $ | 1,684,140 |
|
| | |
Consideration | |
|
|
Cash and equity | | $ | 1,684,140 |
|
Additionally, during 2016, we acquired seven RV resorts and one MH community for total consideration of $89.7 million. We added 1,677 sites in six states as a result of these acquisitions.
The amount of revenue and net income included in the Consolidated Statements of Operations for the three and nine months ended September 30, 2017 related to the Carefree acquisition and other acquisitions completed during 2016 is set forth in the following table2018 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At Acquisition Date | | Leaf Verde | | Archview | | Petoskey KOA | | Sands | | Sun NG Resorts | | Silver Creek | | Highway West | | Compass | | Total |
Investment in property | | $ | 11,587 |
| | $ | 14,550 |
| | $ | 8,730 |
| | $ | 13,790 |
| | $ | 240,649 |
| | $ | 7,250 |
| | $ | 36,500 |
| | $ | 13,930 |
| | $ | 346,986 |
|
In-place leases and other intangible assets | | 60 |
| | — |
| | 270 |
| | 460 |
| | 16,339 |
| | — |
| | — |
| | 70 |
| | 17,199 |
|
Debt assumed | | — |
| | — |
| | — |
| | — |
| | (3,120 | ) | | — |
| | — |
| | — |
| | (3,120 | ) |
Other liabilities, net | | — |
| | — |
| | — |
| | — |
| | (11,990 | ) | | — |
| | — |
| | — |
| | (11,990 | ) |
Total identifiable assets acquired net of liabilities assumed | | $ | 11,647 |
| | $ | 14,550 |
| | $ | 9,000 |
| | $ | 14,250 |
| | $ | 241,878 |
|
| $ | 7,250 |
|
| $ | 36,500 |
|
| $ | 14,000 |
| | $ | 349,075 |
|
| | | | | | | | | | | | | | | | | | |
Consideration | | | | | | | | | | | | | | | | | | |
Cash | | $ | 11,647 |
| | $ | 14,550 |
| | $ | 9,000 |
| | $ | 14,250 |
| | $ | 184,625 |
| | $ | 7,250 |
| | $ | 36,500 |
| | $ | 14,000 |
| | $ | 291,822 |
|
Preferred Equity - Sun NG Resorts | | — |
| | — |
| | — |
| | — |
| | 35,277 |
| | — |
| | — |
| | — |
| | 35,277 |
|
Equity Interests - NG Sun LLC | | — |
| | — |
| | — |
| | — |
| | 21,976 |
| | — |
| | — |
| | — |
| | 21,976 |
|
Total consideration | | $ | 11,647 |
| | $ | 14,550 |
| | $ | 9,000 |
| | $ | 14,250 |
| | $ | 241,878 |
| | $ | 7,250 |
| | $ | 36,500 |
| | $ | 14,000 |
| | $ | 349,075 |
|
|
| | | | | | | |
| Three Months Ended September 30, 2017 | | Nine Months Ended September 30, 2017 |
| (unaudited) | | (unaudited) |
Revenue | $ | 55,034 |
| | $ | 156,021 |
|
Net income | $ | 3,987 |
| | $ | 17,013 |
|
In 2018, we acquired the following land for expansion / development:
|
| | | | | | | | | | | | | |
Name | | Location | | Type | | Expansion / Development Sites | | Cost (millions) | | Month Acquired |
Ocean West | | McKinleyville, CA | | MH | | 26 |
| | $ | 0.2 |
| | December |
Water Oak Country Club Estates | | Lady Lake, FL | | MH | | 296 |
| | $ | 1.9 |
| | November |
Oak Crest | | Austin, TX | | MH | | 220 |
| | $ | 4.2 |
| | October |
Pecan Park | | Jacksonville, FL | | RV | | 158 |
| | $ | 1.3 |
| | September |
Smith Creek Crossing | | Granby, CO | | MH | | 310 |
| | $ | 0.9 |
| | September |
Apple Carr | | Egelston, MI | | MH | | 121 |
| | $ | 0.2 |
| | May |
River Run Ranch | | Granby, CO | | MH / RV | | 1,144 |
| | $ | 5.3 |
| | May |
| | | | Total | | 2,275 |
| | $ | 14.0 |
| | |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
34. Collateralized Receivables and Transfers of Financial Assets
We previously completed various transactions with an unrelated entity involving our notes receivable under which we received cash proceeds in exchange for relinquishing our right, title, and interest in certain notes receivable. We have no further obligations or rights with respect to the control, management, administration, servicing, or collection of the installment notes receivable. However, we are subject to certain recourse provisions requiring us to purchase the underlying homes collateralizing such notes, in the event of a note default and subsequent repossession of the home by the unrelated entity. The recourse provisions are considered to be a form of continuing involvement, and therefore these transferred loans did not meet the requirements for sale accounting. We continue to recognize these transferred loans on our balance sheet and refer to them as collateralized receivables. The proceeds from the transfer have been recognized as a secured borrowing.
In the event of a note default and subsequent repossession of a manufactured home by the unrelated entity, the terms of the agreement require us to repurchase the manufactured home. Default is defined as the failure to repay the installment note receivable according to contractual terms. The repurchase price is calculated as a percentage of the outstanding principal balance of the collateralized receivable, plus any outstanding late fees, accrued interest, legal fees, and escrow advances associated with the installment note receivable. The percentage used to determine the repurchase price of the outstanding principal balance on the
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
installment note receivable is based on the number of payments made on the note. In general, the repurchase price is determined as follows:
|
| | | |
Number of Payments | | Repurchase Percentage |
Fewer than or equal to 15 | | 100 | % |
Greater than 15 but fewer than 64 | | 90 | % |
Equal to or greater than 64 but fewer than 120 | | 65 | % |
120 or more | | 50 | % |
The transferred assets have been classified as “CollateralizedCollateralized receivables, net”net and the cash proceeds received from these transactions have been classified as “SecuredSecured borrowings on collateralized receivables”receivables within the Consolidated Balance Sheets. The balance of the collateralized receivables was $134.0$101.9 million (net of allowance of $0.9$0.7 million) and $143.9$106.9 million (net of allowance of $0.6$0.8 million) as of September 30, 2017March 31, 2019 and December 31, 2016,2018, respectively. The receivables have a weighted average interest rate and maturity of 10.09.9 percent and 15.513.9 years as of September 30, 2017,March 31, 2019, and 10.09.9 percent and 15.714.1 years as of December 31, 2016.2018.
The outstanding balance on the secured borrowing was $134.9$102.7 million and $144.5$107.7 million as of September 30, 2017March 31, 2019 and December 31, 2016,2018, respectively.
The collateralized receivables earn interest income, and the secured borrowings accrue interest expense at the same interest rates. The amount of interest income and expense recognized was $3.3$2.4 million and $3.5$2.8 million for the three months ended September 30, 2017March 31, 2019 and 2016, respectively, and $9.9 million and $10.3 million for the nine months ended September 30, 2017 and 2016,2018, respectively.
The balances of the collateralized receivables and secured borrowings fluctuate. The balances increase as additional notes receivable are transferred and exchanged for cash proceeds. The balances are reduced as the related collateralized receivables are collected from the customers, or as the underlying collateral is repurchased. The change in the aggregate gross principal balance of the collateralized receivables is as follows (in thousands):
|
| | | |
| Three Months Ended March 31, 2019 |
Beginning balance | $ | 107,731 |
|
Principal payments and payoffs from our customers | (3,109 | ) |
Principal reduction from repurchased homes | (1,946 | ) |
Total activity | (5,055 | ) |
Ending balance | $ | 102,676 |
|
|
| | | |
| Nine Months Ended |
| September 30, 2017 |
Beginning balance | $ | 144,477 |
|
Financed sales of manufactured homes | 8,081 |
|
Principal payments and payoffs from our customers | (9,233 | ) |
Principal reduction from repurchased homes | (8,441 | ) |
Total activity | (9,593 | ) |
Ending balance | $ | 134,884 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table sets forth the allowance for the collateralized receivables as of September 30, 2017March 31, 2019 (in thousands):
|
| | | |
| Three Months Ended March 31, 2019 |
Beginning balance | $ | (807 | ) |
Lower of cost or market write-downs | 45 |
|
Decrease to reserve balance | 24 |
|
Total activity | 69 |
|
Ending balance | $ | (738 | ) |
|
| | | |
| Nine Months Ended |
| September 30, 2017 |
Beginning balance | $ | (607 | ) |
Lower of cost or market write-downs | 699 |
|
Increase to reserve balance | (961 | ) |
Total activity | (262 | ) |
Ending balance | $ | (869 | ) |
4.5. Notes and Other Receivables
The following table sets forth certain information regarding notes and other receivables (in thousands):
|
| | | | | | | | |
| | March 31, 2019 | | December 31, 2018 |
Installment notes receivable on manufactured homes, net | | $ | 109,256 |
| | $ | 112,798 |
|
Other receivables, net | | 70,558 |
| | 47,279 |
|
Total notes and other receivables, net | | $ | 179,814 |
| | $ | 160,077 |
|
|
| | | | | | | | |
| | September 30, 2017 | | December 31, 2016 |
Installment notes receivable on manufactured homes, net | | $ | 97,990 |
| | $ | 59,320 |
|
Other receivables, net | | 47,770 |
| | 21,859 |
|
Total notes and other receivables, net | | $ | 145,760 |
| | $ | 81,179 |
|
Installment Notes Receivable on Manufactured Homes
TheSUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Our investment in installment notes of $98.0$109.3 million (net of allowance of $0.2$0.7 million) and $59.3$112.8 million (net of allowance of $0.2$0.7 million) as of September 30, 2017March 31, 2019 and December 31, 2016,2018, respectively, are collateralized by manufactured homes. The notes represent financing provided by us to purchasers of manufactured homes primarily located in our communities and require monthly principal and interest payments. The notes have a net weighted average interest rate (net of servicing costs) and maturity of 8.28.0 percent and 17.016.4 years as of September 30, 2017,March 31, 2019, and 8.38.0 percent and 16.016.6 years as of December 31, 2016.2018, respectively.
The change in the aggregate gross principal balance of the installment notes receivable is as follows (in thousands):
|
| | | |
| Three Months Ended March 31, 2019 |
Beginning balance | $ | 113,495 |
|
Investment in installment notes | 63 |
|
Principal payments and payoffs from customers | (1,653 | ) |
Principal reduction from repossessed homes | (1,994 | ) |
Total activity | (3,584 | ) |
Ending balance | $ | 109,911 |
|
|
| | | |
| Nine Months Ended |
| September 30, 2017 |
Beginning balance | $ | 59,525 |
|
Financed sales of manufactured homes | 44,711 |
|
Acquired notes | 23 |
|
Principal payments and payoffs from our customers | (4,465 | ) |
Principal reduction from repossessed homes | (1,593 | ) |
Total activity | 38,676 |
|
Ending balance | $ | 98,201 |
|
Allowance for Losses for Installment Notes Receivable
The following table sets forth the allowance change for the installment notes receivable as follows (in thousands):
|
| | | |
| Three Months Ended March 31, 2019 |
Beginning balance | $ | (697 | ) |
Lower of cost or market write-downs | 57 |
|
Increase to reserve balance | (15 | ) |
Total activity | 42 |
|
Ending balance | $ | (655 | ) |
|
| | | |
| Nine Months Ended |
| September 30, 2017 |
Beginning balance | $ | (205 | ) |
Lower of cost or market write-downs | 97 |
|
Increase to reserve balance | (103 | ) |
Total activity | (6 | ) |
Ending balance | $ | (211 | ) |
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Other Receivables
As of September 30, 2017March 31, 2019, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and water and sewer usageother pass through charges of $7.2 million (net of allowance of $1.4 million);$13.0 million; home sale proceeds of $13.1$18.0 million; insurance receivables of $19.1 million; $5.0$18.5 million due from the sellers of Pismo Dunes (refer to Note 2, “Real Estate Acquisitions” for additional information); and other receivables of $3.4$21.1 million. As of December 31, 20162018, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and water and sewer usageother pass through charges of $6.0$7.1 million (net of allowance of $1.5 million); home sale proceeds of $11.6$16.1 million; and insurance receivables of $2.3 million; and other receivables of $2.0$24.1 million.
Our intangible assets include ground leases, in-place leases, franchise feesagreements and other intangible assets from acquisitions.assets. These intangible assets are recorded in “OtherOther assets, net”net on the Consolidated Balance Sheets. In accordance with ASC 842, below market leases are now classified as a right of use asset.
The gross carrying amounts, and accumulated amortization are as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | |
| | | | March 31, 2019 | | December 31, 2018 |
Intangible Asset | | Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
In-place leases | | 7 years | | 117,544 |
| | (62,740 | ) | | 103,547 |
| | (59,068 | ) |
Franchise agreements and other intangible assets | | 7-20 years | | 16,944 |
| | (2,146 | ) | | 16,641 |
| | (1,942 | ) |
Total | | | | $ | 134,488 |
| | $ | (64,886 | ) | | $ | 120,188 |
| | $ | (61,010 | ) |
|
| | | | | | | | | | | | | | | | | | |
| | | | September 30, 2017 | | December 31, 2016 |
Intangible Asset | | Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
Ground leases | | 8-57 years | | $ | 33,270 |
| | $ | (1,371 | ) | | $ | 33,270 |
| | $ | (600 | ) |
In-place leases | | 7 years | | 99,954 |
| | (42,090 | ) | | 98,235 |
| | (31,796 | ) |
Franchise fees and other intangible assets | | 15 years | | 1,880 |
| | (1,432 | ) | | 1,880 |
| | (1,155 | ) |
Total | | | | $ | 135,104 |
| | $ | (44,893 | ) | | $ | 133,385 |
| | $ | (33,551 | ) |
Total amortization expenses related to the intangible assets are as follows (in thousands):
|
| | | | | | | | |
| | Three Months Ended March 31, |
Intangible Asset | | 2019 | | 2018 |
In-place leases | | 3,672 |
| | 3,490 |
|
Franchise agreements and other intangible assets | | 205 |
| | 19 |
|
Total | | $ | 3,877 |
| | $ | 3,509 |
|
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
Intangible Asset | | 2017 | | 2016 | | 2017 | | 2016 |
Ground leases | | $ | 257 |
| | $ | 368 |
| | $ | 771 |
| | $ | 368 |
|
In-place leases | | 3,478 |
| | 3,824 |
| | 10,322 |
| | 8,142 |
|
Franchise fees and other intangible assets | | 19 |
| | 129 |
| | 277 |
| | 387 |
|
Total | | $ | 3,754 |
| | $ | 4,321 |
| | $ | 11,370 |
| | $ | 8,897 |
|
We anticipate amortization expense for our intangible assets to be as follows for the next five years (in thousands): |
| | | | | | | | | | | | | | | | | | | |
| Year |
| Remainder of 2019 | | 2020 | | 2021 | | 2022 | | 2023 |
Estimated expense | $ | 11,850 |
| | $ | 14,144 |
| | $ | 13,752 |
| | $ | 9,151 |
| | $ | 5,776 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Year |
| Remainder of 2017 | | 2018 | | 2019 | | 2020 | | 2021 |
Estimated expense | $ | 3,819 |
| | $ | 14,514 |
| | $ | 13,598 |
| | $ | 11,870 |
| | $ | 11,478 |
|
6SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. Investment in Affiliates
Investments in joint ventures that are not consolidated, nor investments 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.”
RezPlot Systems LLC (“Rezplot”) - In January 2019, the Company acquired a 50 percent ownership interest in RezPlot, a software technology company. As of March 31, 2019 we had a $5.3 million investment in RezPlot which is recorded within Other assets, net on the Consolidated Balance Sheets. During the three months ended March 31, 2019, we recognized $0.2 million loss in the Income / (loss) from nonconsolidated affiliates on the Consolidated Statement of Operations related to our ownership interest.
Sungenia JV - In November 2018, the Company and Ingenia Communities Group entered into a joint venture (“JV”) to establish and grow a manufactured housing community development program in Australia. We hold a 50 percent interest in the JV entity. As of March 31, 2019 and December 31, 2018, we had a $2.2 million and $0.7 million investment in the JV which is recorded within Other assets, net on the Consolidated Balance Sheets. During the three months ended March 31, 2019 we recognized less than $0.1 million loss in the Income / (loss) from nonconsolidated affiliates on the Consolidated Statement of Operations related to our ownership interest.
GTSC LLC (“GTSC”) - At March 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 communities of Sun Communities. Our investment in GTSC as of March 31, 2019 and December 31, 2018 was $37.9 million and $29.8 million, respectively, and is recorded within Other assets, net on the Consolidated Balance Sheets. During the three months ended March 31, 2019 and March 31, 2018, there was $0.5 million net gain and $0.1 million net loss, respectively, in the Income / (loss) from nonconsolidated affiliates on the Consolidated Statement of Operations related to our ownership interest.
Origen Financial Services, LLC (“OFS LLC”) - At March 31, 2019 and 2018, we had a 22.9 percent ownership interest in OFS LLC. As of both March 31, 2019 and December 31, 2018 our investment in OFS LLC was $0.1 million respectively and is recorded within Other assets, net on the Consolidated Balance Sheets. During the three months ended March 31, 2019 and March 31, 2018, we recognized less than $0.1 million and no income, respectively, in Income / (loss) from nonconsolidated affiliates on the Consolidated Statement of Operations.
8. Consolidated Variable Interest Entities
In 2016, we adopted (“ASU 2015-02”) Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 modified the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. We evaluated the application of ASU 2015-02 and concluded that no change was required to our accounting for interests in less than wholly-owned Joint ventures. However, the Operating Partnership now meets the criteria as 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. Accordingly, we consolidate the Operating Partnership under this new guidance.
Effective June 1, 2018, the Company acquired a majority interest in Sun NG RV Resorts LLC (“Sun NG Resorts”), which is comprised of ten RV resorts and one ground up RV development with 2,700 RV sites and an additional 940 sites available for development. The Company purchased an 80 percent interest in Sun NG Resorts for $61.6 million through Sun NG LLC; the remaining 20 percent interest of $15.4 million is held by NG Sun LLC, an unrelated third-party. Sun paid additional consideration of $123.3 million, consisting of a $1.8 million preferred equity investment and a $121.5 million temporary loan to Sun NG Resorts.
We consolidate Sun NG Resorts under the guidance set forth in FASB ASC Topic 810 “Consolidation.” We concluded that Sun NG Resorts is a variable interest entity where we are the primary beneficiary, as we have power to direct the significant activities, absorb the significant losses and receive the significant benefits from the entity. Refer to Note 3, “Real Estate Acquisitions,” Note 9, “Debt and Lines of Credit,” and Note 10, “Equity and Temporary Equity” for additional information.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
We consolidate Rudgate Village SPE, LLC; Rudgate Clinton SPE, LLC; and Rudgate Clinton Estates SPE, LLC (collectively, “Rudgate”) as a variable interest entity (“VIE”).VIE. We evaluated our arrangement with this property under the guidance set forth in FASB ASC Topic 810 “Consolidation.” We concluded that Rudgate qualified as a VIE where we are the primary beneficiary, as we have power to direct the significant activities, absorb the significant losses and receive the significant benefits from the entity.
During the three months ended June 30, 2017, we acquired the noncontrolling equity interests in Wildwood Mobile Home Park (“Wildwood”) held by third parties for total consideration of $0.1 million. Prior to this acquisition, we consolidated Wildwood as a VIE. The acquisition resulted in the Company owning a 100.0 percent controlling interest in Wildwood, and was deemed a VIE reconsideration event. We concluded that Wildwood was no longer a VIE.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes the assets and liabilities included in our Consolidated Balance Sheets after eliminations (in thousands):
|
| | | | | | | |
| March 31, 2019 | | December 31, 2018 |
ASSETS | | | |
Investment property, net | $ | 314,669 |
| | $ | 308,171 |
|
Other assets, net | 22,369 |
| | 19,809 |
|
Total Assets | $ | 337,038 |
| | $ | 327,980 |
|
| | | |
LIABILITIES AND OTHER EQUITY | | | |
Debt | $ | 43,913 |
| | $ | 44,172 |
|
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 |
| | 35,277 |
|
Other liabilities | 21,049 |
| | 6,914 |
|
Total Liabilities | 100,211 |
| | 86,363 |
|
Equity Interests - NG Sun LLC | 22,167 |
| | 21,976 |
|
Noncontrolling interests | 6,198 |
| | 7,145 |
|
Total Liabilities and Other Equity | $ | 128,576 |
| | $ | 115,484 |
|
|
| | | | | | | |
| September 30, 2017 | | December 31, 2016 |
ASSETS | | | |
Investment property, net | $ | 50,655 |
| | $ | 88,987 |
|
Other assets | 1,638 |
| | 3,054 |
|
Total Assets | $ | 52,293 |
| | $ | 92,041 |
|
| | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
Debt | $ | 42,177 |
| | $ | 62,111 |
|
Other liabilities | 1,258 |
| | 1,998 |
|
Noncontrolling interests | 3,841 |
| | (2,982 | ) |
Total Liabilities and Stockholders’ Equity | $ | 47,276 |
| | $ | 61,127 |
|
Investment property, net and other assets, net related to the consolidated VIEs comprised approximately 0.84.7 percent and 1.64.9 percent of our consolidated total assets at September 30, 2017March 31, 2019 and December 31, 2016,2018, respectively. Debt, Preferred Equity and other liabilities comprised approximately 1.32.6 percent and 1.92.6 percent of our consolidated total liabilities at September 30, 2017March 31, 2019 and December 31, 20162018, 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 stockholder’s equity at September 30, 2017March 31, 2019 and less than 1.0 percent at December 31, 2016.2018, respectively.
7
9. Debt and Lines of Credit
The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in thousands):
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
| | | | | | | | | | | | | | | | | |
| Carrying Amount | | Weighted Average Years to Maturity | | Weighted Average Interest Rates |
| September 30, 2017 | | December 31, 2016 | | September 30, 2017 | | December 31, 2016 | | September 30, 2017 | | December 31, 2016 |
Collateralized term loans - FNMA | $ | 1,032,621 |
| | $ | 1,046,803 |
| | 5.8 | | 6.6 | | 4.4 | % | | 4.3 | % |
Collateralized term loans - Life Companies | 949,970 |
| | 888,705 |
| | 12.5 | | 12.2 | | 3.9 | % | | 3.9 | % |
Collateralized term loans - CMBS | 452,311 |
| | 492,294 |
| | 5.2 | | 5.6 | | 5.1 | % | | 5.2 | % |
Collateralized term loans - FMCC | 387,738 |
| | 391,765 |
| | 7.1 | | 7.9 | | 3.9 | % | | 3.9 | % |
Secured borrowings | 134,884 |
| | 144,477 |
| | 15.5 | | 15.7 | | 10.0 | % | | 10.0 | % |
Lines of credit | — |
| | 100,095 |
| | 0.0 | | 3.6 | | — | % | | 2.1 | % |
Preferred OP units - mandatorily redeemable | 45,903 |
| | 45,903 |
| | 4.8 | | 5.4 | | 6.9 | % | | 6.9 | % |
Total debt | $ | 3,003,427 |
| | $ | 3,110,042 |
| | 8.4 | | 8.5 | | 4.6 | % | | 4.5 | % |
|
| | | | | | | | | | | | | | | | | |
| Carrying Amount | | Weighted Average Years to Maturity | | Weighted Average Interest Rates |
| March 31, 2019 | | December 31, 2018 | | March 31, 2019 | | December 31, 2018 | | March 31, 2019 | | December 31, 2018 |
Collateralized term loans - Life Companies | $ | 1,330,591 |
| | $ | 1,259,158 |
| | 16.7 | | 14.4 | | 4.0 | % | | 3.9 | % |
Collateralized term loans - FNMA | 765,391 |
| | 770,417 |
| | 4.9 | | 5.1 | | 4.4 | % | | 4.4 | % |
Collateralized term loans - CMBS | 403,878 |
| | 405,702 |
| | 3.8 | | 4.1 | | 5.1 | % | | 5.1 | % |
Collateralized term loans - FMCC | 379,157 |
| | 380,680 |
| | 5.6 | | 5.9 | | 3.9 | % | | 3.9 | % |
Secured borrowings | 102,676 |
| | 107,731 |
| | 14.2 | | 14.4 | | 9.9 | % | | 9.9 | % |
Lines of credit | 396,512 |
| | 128,000 |
| | 2.1 | | 2.3 | | 3.7 | % | | 3.8 | % |
Preferred Equity - Sun NG Resorts - mandatorily redeemable | 35,249 |
| | 35,277 |
| | 3.5 | | 3.8 | | 6.0 | % | | 6.0 | % |
Preferred OP units - mandatorily redeemable | 34,663 |
| | 37,338 |
| | 4.8 | | 4.7 | | 6.5 | % | | 6.6 | % |
Total debt | $ | 3,448,117 |
| | $ | 3,124,303 |
| | 9.3 | | 9.0 | | 4.4 | % | | 4.5 | % |
Collateralized Term Loans
In September 2017, in connection with the Ocean West acquisition, we assumed a $4.6 million collateralized term loan with Fannie Mae, with an interest rate of 4.34 percent and a remaining term of 9.8 years.
In June 2017, we entered into a $77.0 million collateralized term loan which bears interest at a rate of 4.16 percent amortizing over a 25 term. We also repaid a $3.9 million collateralized term loan with an interest rate of 6.54 percent that was due to mature on August 31, 2017. As a result of the repayment transaction, we recognized a loss on extinguishment of debt of $0.3 million in our Consolidated Statements of Operations.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Collateralized Term Loans
During the first quarterthree months ended March 31, 2019, we completed a $265.0 million 25-year term loan transaction which carries an interest rate of 2017,4.17 percent. Concurrently, we defeased an $18.9repaid a $186.8 million collateralized term loan with an interest rate of 6.493.83 percent thatwhich was due to mature on August 1, 2017, releasing one encumbered community. As a result of the transaction, wein January 2030. We recognized a loss on extinguishment of debt of $0.5$0.7 million as a result of the repayment transaction in our Consolidated StatementsStatement of Operations. In addition,
During the three months ended December 31, 2018, we repaid a $10.0term loan of $10.2 million with an interest rate of 5.66 percent. The loan was due to mature on February 28, 2019. Concurrently, we entered into a $21.7 million collateralized term loan with a 4.10 percent fixed interest rate and 20-year term.
During the three months ended September 30, 2018, we entered into a $228.0 million collateralized term loan with a 4.10 percent fixed rate and a 20-year term. During the three months ended September 30, 2018, we repaid one collateralized term loan of $30.5 million with an interest rate of 5.576.34 percent, thatreleasing one encumbered community, which was due to mature March 1, 2019. We recognized a loss on extinguishment of debt of $0.9 million as a result of the repayment transaction in our Consolidated Statement of Operations.
During the three months ended June 30, 2018 we repaid three collateralized term loans totaling $177.7 million with a weighted average interest rate of 4.53 percent, releasing 11 encumbered communities. One loan was due to mature on August 1, 2018 and two loans were due to mature on May 1, 2017, releasing an additional encumbered community.2023. We recognized a loss on extinguishment of debt of $1.5 million as a result of the repayment transaction.
DuringIn the fourthfirst quarter of 2016,2018, we repaid a total of $79.1 million aggregate principal offour collateralized term loans thattotaling $24.4 million with a weighted average interest rate of 6.36 percent, releasing three encumbered communities. The loans were due to mature during 2017, releasing 10 encumbered communities. Also in the fourth quarteron March 1, 2019. We recognized a loss on extinguishment of 2016, we entered intodebt of $0.2 million as a promissory note for $58.5 million that bears interest at a rate of 3.33 percent and has a seven-year term. The repaymentresult of the note is interest only for the entire term.repayment transactions.
In September 2016, 15 subsidiaries of the Operating Partnership each entered into a promissory note for total borrowings of $139.0 million with PNC Bank, as lender (the “Freddie Mac Financing”). Five of the notes totaling $70.2 million bear interest at a rate of 3.93 percent and have ten-year terms. The remaining ten notes totaling $68.8 million bear interest at a rate of 3.75 percent and have seven-year terms. The Freddie Mac Financing provides for principal and interest payments to be amortized over 30 years.
Proceeds from the Freddie Mac Financing described above and the underwritten registered public equity offering in September 2016 described in Note 8, “Equity and Mezzanine Securities,” were utilized to repay $62.1 million in mortgage loans and $300.0 million on our revolving loan under our senior revolving credit facility (refer to Lines of Credit below for additional information regarding the A&R Facility).
In June 2016, 17 subsidiaries of the Operating Partnership entered into a Master Credit Facility Agreement with Regions Bank, as lender. Pursuant to credit agreement, Regions Bank loaned a total of $338.0 million under a senior secured credit facility, comprised of two ten-year term loans in the amount of $300.0 million and $38.0 million, respectively (collectively the “Fannie Mae Financing”). The $300.0 million term loan bears interest at 3.69 percent and the $38.0 million term loan bears interest at 3.67 percent for a blended rate of 3.69 percent. The Fannie Mae Financing provides for principal and interest payments to be amortized over 30 years.
The Fannie Mae Financing is secured by mortgages encumbering 17 MH communities comprised of real and personal property owned by the borrowers. Additionally, the Company and the Operating Partnership have provided a guaranty of the non-recourse carve-out obligations of the borrowers under the Fannie Mae Financing.
Additionally, in June 2016, three subsidiaries of the Operating Partnership entered into mortgage loan documents (the “NML Loan Documents”) with The Northwestern Mutual Life Insurance Company (“NML”). Pursuant to the NML Loan Documents, NML made three portfolio loans to the subsidiary borrowers in the aggregate amount of $405.0 million. NML loaned $162.0 million under a ten-year term loan to two of the subsidiary borrowers (the “Portfolio A Loan”). The Portfolio A Loan bears interest at 3.53 percent and is secured by deeds of trust encumbering seven MH communities and one RV community. NML also loaned $163.0 million under a 12-year term loan (the “Portfolio B Loan”) to one subsidiary which is also a borrower under the Portfolio A Loan. The Portfolio B Loan bears interest at 3.71 percent and is secured by deeds of trust and a ground lease encumbering eight MH communities. NML also loaned $80.0 million under a 12-year term loan (the “Portfolio C Loan” and, collectively, with the Portfolio A Loan and the Portfolio B Loan, the “NML Financing”) to one subsidiary borrower. The Portfolio C Loan bears interest at 3.71 percent and is secured by a mortgage encumbering one RV community. The MH and RV communities noted above that secure the NML Financing were acquired as part of the Carefree transaction.
The NML Financing is generally non-recourse, however, the borrowers under the NML Financing and the Operating Partnership are responsible for certain customary non-recourse carveouts. In addition, the NML Financing will be fully recourse to the subsidiary borrowers and the Operating Partnership if: (a) the borrowers violate the prohibition on transfer covenants set forth in the loan documents; or (b) a voluntary bankruptcy proceedings is commenced by the borrowers or an involuntary bankruptcy, liquidation, receivership or similar proceeding has commenced against the borrowers and remains undismissed for a period of 90 days.
Proceeds from the Fannie Mae Financing and NML Financing were primarily used to fund the cash portion of the Carefree acquisition. Refer to Note 2, “Real Estate Acquisitions” for additional information.
The collateralized term loans totaling $2.8$2.9 billion as of September 30, 2017,March 31, 2019, are secured by 192185 properties comprised of 76,07872,964 sites representing approximately $3.4$3.2 billion of net book value.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Secured Borrowing
See Note 3,4, “Collateralized Receivables and Transfers of Financial Assets,” for information regarding our collateralized receivables and secured borrowing transactions.
Preferred OP Units - mandatorily redeemable
Included in preferredPreferred OP units isat March 31, 2019 and December 31, 2018 include $34.7 million of Aspen preferred OP units issued by the Operating Partnership which, asPartnership. As of September 30, 2017,March 31, 2019, these units are convertible indirectly into 468,923430,260 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-shareper share market price of our common stock. The current preferred distribution rate is 6.5 percent. On January 2, 2024, we are required to redeem all Aspen preferred OP units that have not been converted to common OP units.
Preferred OP units also include $2.7 million of Series B-3 preferred OP units at December 31, 2018, which are not convertible. In January 2019, we redeemed all remaining 26,750 Series B-3 preferred OP units. The weighted average redemption price per unit, which included accrued and unpaid distributions, of $100.153424. In the aggregate, we paid $2.7 million to redeem these units.
Preferred Equity - Sun NG Resorts - mandatorily redeemable
In June 2018, in connection with the investment in Sun NG Resorts, $35.3 million of mandatorily redeemable Preferred Equity (“Preferred Equity - Sun NG Resorts”) was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of 6.0 percent per annum. The Preferred Equity - Sun NG Resorts has a seven-year term and can be redeemed in the fourth quarter of 2022 at the holders’ option. The Preferred Equity - Sun NG Resorts as of March 31, 2019 was
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
$35.2 million. Refer to Note 3, “Real Estate Acquisitions,” Note 8, “Consolidated Variable Interest Entities,” and Note 10, “Equity and Temporary Equity” for additional information.
Lines of Credit
In April 2017, we amended and restated our credit agreement (the “A&R Credit Agreement”) with Citibank, N.A. (“Citibank”) and certain other lenders. Pursuant to the A&R Credit Agreement, we haveentered into a senior revolving credit facility with Citibank and certain other lenders in the amount of $650.0 million, comprised of a $550.0 million revolving loan and a $100.0 million term loan (the “A&R Facility”). We repaid the term loan in full on September 7, 2018 and are unable to reborrow on the term loan. The A&R Credit Agreement has a four-year term ending April 25, 2021, which can be extended for two additional six-month periods at our option, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit agreementA&R Credit Agreement also provides for, subject to the satisfaction of certain conditions, additional commitments in an amount not to exceed $350.0 million. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $1.0 billion.$900.0 million.
The A&R Facility bears interest at a floating rate based on the Eurodollar rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement,A&R Credit Agreement, which margin can range from 1.35 percent to 2.20 percent for the revolving loan and 1.30 percent to 2.15 percent for the term loan. As of September 30, 2017,March 31, 2019, the margin based on our leverage ratio was 1.35 percent and 1.30 percent on the revolving and term loans, respectively.loan. We had no$393.0 million borrowings on the revolving loan or term loan as of September 30, 2017. We may borrow up to $100.0 million on the term loan on or before June 1, 2018.March 31, 2019.
The A&R Facility replaced our $450.0 million credit facility (the “Previous Facility”), which was scheduled to mature on August 19, 2019. At December 31, 2016, under the Previous Facility, we had $42.3 million in borrowings on the revolving loan and $58.0 million in borrowings on the term loan totaling $100.3 million with a weighted average interest rate of 2.14 percent.
The A&R Facility provides and the Previous Facility provided, us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under our line of credit, but does reduce the borrowing amount available. At September 30, 2017March 31, 2019 and December 31, 20162018, approximately $3.8$3.9 million and $4.6 million, respectively, of availability was used to back standby letters of credit.
We have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us at least a twelve month notice of their intent to terminate the agreement. The interest rate is 100 basis points over the greater of the prime rate as quoted in the Wall Street Journal on the first business day of each month or 6.0 percent. At September 30, 2017March 31, 2019, the effective interest rate was 7.0 percent. The outstanding balance was $3.5 million as of March 31, 2019 and zero as of September 30, 2017 and $2.8 million as of December 31, 20162018.
Covenants
Pursuant to the terms of the A&R Facility, we are subject to various financial and other covenants. The most restrictive of our debt agreements place limitations on secured borrowings and contain minimum fixed charge coverage, leverage, distribution, and net worth requirements. At September 30, 2017,March 31, 2019, we were in compliance with all covenants.
In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our accompanying Consolidated Financial Statements, however, each of these subsidiaries’ assets and credit are not available to satisfy the debts and other obligations of the Company, any of its other subsidiaries or any other person or entity.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8.10. Equity and Mezzanine SecuritiesTemporary Equity
Public Equity Offerings
In May 2017, we closed an underwritten registered public offering of 4,830,000 shares of common stock at a gross price of $86.00 per share. Proceeds from the offering were $408.9 million after deducting expenses related to the offering. We utilized proceeds from the offering to fully repay borrowings outstanding on our senior revolving credit facility, redeem certain preferred securities, and fund acquisition activities. We intend to utilize the remaining proceeds to fund possible future acquisitions, redeem preferred stock and for working capital and general corporate purposes.
In September 2016, we closed an underwritten registered public offering of 3,737,500 shares of common stock at a gross price of $76.50 per share. Proceeds from the offering were $283.6 million after deducting expenses related to the offering, which were used to repay borrowings outstanding on the revolving loan under our senior revolving credit facility.
In June 2016, at the closing of the Carefree acquisition, we issued the seller 3,329,880 shares of our common stock at an issuance price of $67.57 per share or $225.0 million in common stock.
In March 2016, we closed an underwritten registered public offering of 6,037,500 shares of common stock at a price of $66.50 per share. Net proceeds from the offering of $385.4 million after deducting discounts and expenses related to the offering, were used to fund a portion of the purchase price for Carefree.
At the Market Offering Sales Agreement
In July 2017, we entered into a new at the market offering sales agreement (the “Sales Agreement”) with BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Robert W. Baird & Co. Incorporated, Fifth Third Securities, Inc., RBC Capital Markets, LLC, BTIG, LLC, Jefferies LLC, Credit Suisse Securities (USA) LLC and Samuel A. Ramirez & Company, Inc. (each, a “Sales Agent;” 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.
Concurrent with entry into Through March 31, 2019, we have sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement, our prior agreement dated June 17, 2015, with BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., (the “Prior Agreement”) was terminated. The Prior Agreement had an aggregate offering price of up to $250.0 million. We did not incur any penalties in connection with termination of the Prior Agreement.
Issuances There were no issuances of common stock under the PriorSales Agreement during 2017 were as follows:2019.
|
| | | | | | | | | |
Quarter Ended | | Common Stock Issued | Weighted Average Sales Price | Net Proceeds ($ millions) |
June 30, 2017 | | 400,000 |
| $ | 85.01 |
| $ | 33.6 |
|
March 31, 2017 | | 280,502 |
| $ | 76.47 |
| $ | 21.2 |
|
Issuance of Common Stock and CommonSeries D Preferred OP Units - Temporary Equity
In September 2017,February 2019, we issued 298,900 shares of common stock totaling $26.4 million488,958 Series D Preferred OP Units in connection with the acquisition of Pismo Dunes.Country Village Estates. The Series D preferred OP units have a stated issuance price of $100.00 per OP Unit and carry a preferred return of 3.75 percent until the second anniversary of the issuance date. Commencing with the second anniversary of the issuance date, the Series D Preferred OP Units carry a preferred return of 4.0 percent. Commencing with the first anniversary of the issuance date, each Series D Preferred OP Unit can be exchanged for 0.8 shares of SUI stock at the holder’s option. The holders may require redemption in cash after the fifth anniversary of the Series D issuance date or upon the holder’s death. Refer to Note 3, “Real Estate Acquisitions”.
Equity Interests - NG Sun LLC - Temporary Equity
In June 2017, we issued a total of 23,311 common OP units for total consideration of $2.0 million2018, in connection with acquisition activity.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.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Conversions
Subject to certain limitations, holders can convert certain series of stock and OP units to shares of our common stock at any time. ConversionsBelow is the activity of conversions during the nine month periodsthree months ended September 30, 2017March 31, 2019 and 20162018:
|
| | | | | | | | | | | | | |
| | | | Three Months Ended March 31, 2019 | | Three Months Ended March 31, 2018 |
Series | | Conversion Rate | | Units/Shares Converted | Common Stock | | Units/Shares Converted | Common Stock |
Common OP unit | | 1 |
| | 6,533 |
| 6,533 |
| | 6,777 |
| 6,777 |
|
Series A-1 preferred OP unit | | 2.439 |
| | 3,950 |
| 9,633 |
| | 3,700 |
| 9,023 |
|
Series A-4 preferred OP unit | | 0.4444 |
| | — |
| — |
| | 2,373 |
| 1,054 |
|
Cash Distributions
Cash Distributions for the three months ended March 31, 2019 were as follows:
|
| | | | | | | | | |
Cash Distributions | | Record Date | Payment Date | Distribution per Share | Total Distribution (thousands) |
Common Stock, Common OP units and Restricted Stock | | 3/29/2019 | 4/15/2019 | $ | 0.75 |
| $ | 66,886 |
|
Series A-4 Preferred Stock | | 3/15/2019 | 4/1/2019 | $ | 0.40625 |
| $ | 432 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
| | | | | | | | | | | | |
| | | Nine Months Ended September 30, 2017 | | Nine Months Ended September 30, 2016 |
Series | | Conversion Rate | Units/Shares Converted | Common Stock | | Units/Shares Converted | Common Stock |
Common OP unit | | 1 |
| 25,238 |
| 25,238 |
| | 24,896 |
| 24,896 |
|
Series A-1 preferred OP unit | | 2.439 |
| 18,319 |
| 44,676 |
| | 11,490 |
| 28,021 |
|
Series A-4 preferred OP unit | | 0.4444 |
| 9,000 |
| 3,996 |
| | 12,389 |
| 5,505 |
|
Series A-4 preferred stock | | 0.4444 |
| 158,036 |
| 70,238 |
| | 385,242 |
| 171,218 |
|
Series C preferred OP unit | | 1.11 |
| 16,806 |
| 18,651 |
| | 7,000 |
| 7,768 |
|
Dividends
Dividend distributions for the quarter ended September 30, 2017 were as follows:
|
| | | | | | | | | |
Dividend | | Record Date | Payment Date | Distribution per Share | Total Distribution (thousands) |
Common Stock, Common OP units and Restricted Stock | | 9/29/2017 | 10/16/2017 | $ | 0.67 |
| $ | 55,006 |
|
Series A Preferred Stock | | 9/29/2017 | 10/16/2017 | $ | 0.4453125 |
| $ | 441 |
|
Series A-4 Preferred Stock | | 9/15/2017 | 10/2/2017 | $ | 0.40625 |
| $ | 1,514 |
|
Redemptions
If certain change of control transactions occur or if our common stock ceases to be listed or quoted on an exchange or quotation system, then at any time after November 26, 2019, we or the holders of shares of Series A-4 Preferred Stock and Series A-4 preferred OP units may cause all or any of those shares or units to be redeemed for cash at a redemption price equal to the sum of (i) the greater of (x) the amount that the redeemed shares of Series A-4 Preferred Stock and Series A-4 preferred OP units would have received in such transaction if they had been converted into shares of our common stock immediately prior to such transaction, or (y) $25.00 per share, plus (ii) any accrued and unpaid distributions thereon to, but not including, the redemption date.
In June 2017, we redeemed 438,448 shares of Series A-4 Cumulative Convertible Preferred Stock and 200,000 shares of Series A-4 preferred OP units from Green Courte Real Estate Partners III, LLC, GCP Fund III REIT LLC and GCP Fund III Ancillary Holding, LLC (collectively, the “Green Courte Entities”) for total consideration of $24.7 million. Accrued dividends totaling $0.2 million were also paid in connection with the redemptions. The Green Courte Entities and other affiliates were the sellers of the American Land Lease portfolio which we acquired in 2014 and 2015.
Repurchase Program
In November 2004, our Board of Directors authorized us to repurchase up to 1,000,000 shares of our common stock. We have 400,000 common shares remaining in the repurchase program.program as of March 31, 2019. No common shares were repurchased under this buyback program during the ninethree months ended September 30, 2017March 31, 2019 or 2016.2018. There is no expiration date specified for the buyback program.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9.11. Share-Based Compensation
We haveAs of March 31, 2019, we had two share-based compensation plans; the Sun Communities, Inc. 2015 Equity Incentive Plan (“2015 Equity Incentive Plan”) and the First Amended and Restated 2004 Non-Employee Director Option Plan (“2004 Non-Employee Director Option Plan”). DuringWe 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 ninedirect proprietary interest of those individuals in our operations and future.
The following table shows details on grants of equity awards during the three months ended September 30, 2017, shares were granted as follows:March 31, 2019:
|
| | | | | | | | | | | | | | | | | | |
Grant Period | | Type | | Plan | | Shares Granted | | Grant Date Fair Value Per Share | | Vesting Type | | Vesting Anniversary | | Percentage |
| | | | | | | | | | | | | | |
2019 | | Executive Officers | | 2015 Equity Incentive Plan | | 44,000 |
| | $ | 115.39 |
| (1) | Time Based | | 20.0% annually over 5 years |
2019 | | Executive Officers | | 2015 Equity Incentive Plan | | 66,000 |
| | $ | 86.71 |
| (2) | Market Condition | | 3rd | | 100.0 | % |
2019 | | Directors | | 2004 Non-Employee Director Option Plan | | 18,000 |
| | $ | 113.68 |
| (1) | Time Based | | 3rd | | 100.0 | % |
|
| | | | | | | | | | | | | | | | | | |
Grant Period | | Type | | Plan | | Shares Granted | | Grant Date Fair Value Per Share | | Vesting Type | | Vesting Anniversary | | Percentage |
| | | | | | | | | | | | | | |
Q3 2017 | | Directors | | 2004 Non-Employee Director Option Plan | | 1,300 |
| | $ | 87.11 |
| (1) | Time Based | | August 11, 2020 | | 100.0 | % |
| | | | | | | | | | | | | | |
Q2 2017 | | Key Employees | | 2015 Equity Incentive Plan | | 2,500 |
| | $ | 84.18 |
| (1) | Time Based | | April 24, 2019 | | 35.0 | % |
| | | | | | | | | | | | April 24, 2020 | | 35.0 | % |
| | | | | | | | | | | | April 24, 2021 | | 20.0 | % |
| | | | | | | | | | | | April 24, 2022 | | 5.0 | % |
| | | | | | | | | | | | April 24, 2023 | | 5.0 | % |
| | | | | | | | | | | | | | |
Q1 2017 | | Executive Officers | | 2015 Equity Incentive Plan | | 100,000 |
| | $ | 79.30 |
| (2) | Time Based | | March 14, 2020 | | 20.0 | % |
| | | | | | | | | | | | March 14, 2021 | | 30.0 | % |
| | | | | | | | | | | | March 14, 2022 | | 35.0 | % |
| | | | | | | | | | | | March 14, 2023 | | 10.0 | % |
| | | | | | | | | | | | March 14, 2024 | | 5.0 | % |
| | | | | | | | | | | | | | |
Q1 2017 | | Executive Officers | | 2015 Equity Incentive Plan | | 100,000 |
| | $ | 79.30 |
| (2) | Market & Performance Conditions | | Multiple tranches through March 2022 |
| | | | | | | | | | | | | | |
Q1 2017 | | Directors | | 2004 Non-Employee Director Option Plan | | 15,600 |
| | $ | 79.02 |
| (1) | Time Based | | February 8, 2020 | | 100.0 | % |
| | | | | | | | | | | | | | |
(1)The fair value of the grant wasgrants were determined by using the average closing price of our common stock on the datedates the shares were issued.
(2)Share-based compensation for restricted stock awards with performancemarket conditions is measured based on an estimate of shares expected to vest. We estimate the fair value of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. At the grant date our common stock price was $115.39. Based on the Monte Carlo simulation we expect 75.1% of the 66,000 shares to vest.
Options
During the ninethree months ended September 30, 2017 and 2016,March 31, 2019, 1,500 and 9,349 shares of common stock respectively, were issued in connection with the exercise of stock options and thewith net proceeds receivedof less than $0.1 million. There were no stock option exercises during both periods were $0.1 million.the three months ended March 31, 2018.
Vesting
The vesting requirements for 186,771108,435 restricted shares granted to our executives, directors and employees were satisfied during the ninethree months ended September 30, 2017.March 31, 2019.
1012. 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, develops, or has an interest in a portfolio, ofand 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 MH and RV park modelmanufactured home sales and leasing services to tenants and prospective tenants of our communities.
Transactions between our segments are eliminated in consolidation. Transient RV revenue is included in the Real Property Operations segment revenues and is expected to approximate $77.8$129.7 million annually. This transientTransient RV revenue was recognized 27.2 percent, 20.2 percent, and 36.9 percent in the first second, and third quarters, respectively,quarter, and is expected to be 15.723.0 percent, 41.5 percent, and 15.3 percent in the second, third, and fourth quarter. In 2016, transientquarters, respectively. Transient revenue was $58.2 million.$106.2 million for the year ended December 31, 2018. We recognized 17.520.7 percent in the first quarter, 18.720.3 percent in the second quarter, 45.242.6 percent in the third quarter, and 18.616.4 percent in the fourth quarter.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A presentation of segment financial information is summarized as follows (in thousands):
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2017 | | Three Months Ended September 30, 2016 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Revenues | $ | 215,280 |
| | $ | 45,954 |
| | $ | 261,234 |
| | $ | 200,770 |
| | $ | 43,242 |
| | $ | 244,012 |
|
Operating expenses/Cost of sales | 82,295 |
| | 31,869 |
| | 114,164 |
| | 78,922 |
| | 28,285 |
| | 107,207 |
|
Net operating income/Gross profit | 132,985 |
| | 14,085 |
| | 147,070 |
| | 121,848 |
| | 14,957 |
| | 136,805 |
|
Adjustments to arrive at net income / (loss): | | | | | | | | | | | |
Interest and other revenues, net | 7,011 |
| | — |
| | 7,011 |
| | 5,689 |
| | — |
| | 5,689 |
|
Home selling expenses | — |
| | (3,290 | ) | | (3,290 | ) | | — |
| | (2,643 | ) | | (2,643 | ) |
General and administrative | (15,677 | ) | | (2,590 | ) | | (18,267 | ) | | (14,309 | ) | | (2,266 | ) | | (16,575 | ) |
Transaction costs | (2,153 | ) | | (14 | ) | | (2,167 | ) | | (4,171 | ) | | (20 | ) | | (4,191 | ) |
Depreciation and amortization | (48,624 | ) | | (15,608 | ) | | (64,232 | ) | | (47,323 | ) | | (14,160 | ) | | (61,483 | ) |
Interest | (32,082 | ) | | (3 | ) | | (32,085 | ) | | (33,797 | ) | | (3 | ) | | (33,800 | ) |
Interest on mandatorily redeemable preferred OP units | (790 | ) | | — |
| | (790 | ) | | (789 | ) | | — |
| | (789 | ) |
Catastrophic weather related charges | (7,718 | ) | | (38 | ) | | (7,756 | ) | | — |
| | — |
| | — |
|
Other income, net | 3,345 |
| | — |
| | 3,345 |
| | — |
| | — |
| | — |
|
Current tax benefit / (expense) | 210 |
| | (172 | ) | | 38 |
| | (242 | ) | | (41 | ) | | (283 | ) |
Deferred tax benefit | 81 |
| | — |
| | 81 |
| | — |
| | — |
| | — |
|
Income from affiliate transactions | — |
| | — |
| | — |
| | 500 |
| | — |
| | 500 |
|
Net income / (loss) | 36,588 |
| | (7,630 | ) | | 28,958 |
| | 27,406 |
| | (4,176 | ) | | 23,230 |
|
Less: Preferred return to preferred OP units | 1,112 |
| | — |
| | 1,112 |
| | 1,257 |
| | — |
| | 1,257 |
|
Less: Amounts attributable to noncontrolling interests | 2,174 |
| | (398 | ) | | 1,776 |
| | 1,133 |
| | (254 | ) | | 879 |
|
Net income / (loss) attributable to Sun Communities, Inc. | 33,302 |
| | (7,232 | ) | | 26,070 |
| | 25,016 |
| | (3,922 | ) | | 21,094 |
|
Less: Preferred stock distributions | 1,955 |
| | — |
| | 1,955 |
| | 2,197 |
| | — |
| | 2,197 |
|
Net income / (loss) attributable to Sun Communities, Inc. common stockholders | $ | 31,347 |
| | $ | (7,232 | ) | | $ | 24,115 |
| | $ | 22,819 |
| | $ | (3,922 | ) | | $ | 18,897 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2019 | | Three Months Ended March 31, 2018 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Revenues | $ | 225,261 |
| | $ | 53,589 |
| | $ | 278,850 |
| | $ | 203,779 |
| | $ | 47,920 |
| | $ | 251,699 |
|
Operating expenses/Cost of sales | 80,340 |
| | 34,065 |
| | 114,405 |
| | 70,849 |
| | 31,798 |
| | 102,647 |
|
Net operating income/Gross profit | 144,921 |
| | 19,524 |
| | 164,445 |
| | 132,930 |
| | 16,122 |
| | 149,052 |
|
Adjustments to arrive at net income / (loss): | | | | | | | | | | | |
Interest and other revenues, net | 8,480 |
| | — |
| | 8,480 |
| | 6,276 |
| | — |
| | 6,276 |
|
Home selling expenses | — |
| | (3,324 | ) | | (3,324 | ) | | — |
| | (3,290 | ) | | (3,290 | ) |
General and administrative | (19,234 | ) | | (2,653 | ) | | (21,887 | ) | | (17,187 | ) | | (2,570 | ) | | (19,757 | ) |
Depreciation and amortization | (58,245 | ) | | (18,311 | ) | | (76,556 | ) | | (50,508 | ) | | (15,929 | ) | | (66,437 | ) |
Loss on extinguishment of debt | (653 | ) | | — |
| | (653 | ) | | (196 | ) | | — |
| | (196 | ) |
Interest | (34,010 | ) | | (4 | ) | | (34,014 | ) | | (31,134 | ) | | (4 | ) | | (31,138 | ) |
Interest on mandatorily redeemable preferred OP units / equity | (1,094 | ) | | — |
| | (1,094 | ) | | (619 | ) | | — |
| | (619 | ) |
Catastrophic weather related charges, net | (782 | ) | | — |
| | (782 | ) | | 2,357 |
| | (144 | ) | | 2,213 |
|
Remeasurement of marketable securities | 267 |
| | — |
| | 267 |
| | — |
| | — |
| | — |
|
Income / (loss) from nonconsolidated affiliates | — |
| | 344 |
| | 344 |
| | — |
| | (59 | ) | | (59 | ) |
Other income / (expense), net | 1,860 |
| | 38 |
| | 1,898 |
| | (2,616 | ) | | (1 | ) | | (2,617 | ) |
Current tax expense | (122 | ) | | (92 | ) | | (214 | ) | | (96 | ) | | (78 | ) | | (174 | ) |
Deferred tax benefit | 217 |
| | — |
| | 217 |
| | 347 |
| | — |
| | 347 |
|
Net income / (loss) | 41,605 |
| | (4,478 | ) | | 37,127 |
| | 39,554 |
| | (5,953 | ) | | 33,601 |
|
Less: Preferred return to preferred OP units / equity | 1,323 |
| | — |
| | 1,323 |
| | 1,080 |
| | — |
| | 1,080 |
|
Less: Amounts attributable to noncontrolling interests | 1,259 |
| | (218 | ) | | 1,041 |
| | 2,394 |
| | (300 | ) | | 2,094 |
|
Net income / (loss) attributable to Sun Communities, Inc. | 39,023 |
| | (4,260 | ) | | 34,763 |
| | 36,080 |
| | (5,653 | ) | | 30,427 |
|
Less: Preferred stock distributions | 432 |
| | — |
| | 432 |
| | 441 |
| | — |
| | 441 |
|
Net income / (loss) attributable to Sun Communities, Inc. common stockholders | $ | 38,591 |
| | $ | (4,260 | ) | | $ | 34,331 |
| | $ | 35,639 |
| | $ | (5,653 | ) | | $ | 29,986 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| March 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 | $ | 5,929,030 |
| | $ | 542,226 |
| | $ | 6,471,256 |
| | $ | 5,586,444 |
| | $ | 531,872 |
| | $ | 6,118,316 |
|
Cash and cash equivalents | (7,233 | ) | | 29,179 |
| | 21,946 |
| | 24,343 |
| | 25,968 |
| | 50,311 |
|
Marketable securities | 50,501 |
| — |
| — |
| | 50,501 |
| | 49,037 |
| | — |
| | 49,037 |
|
Inventory of manufactured homes | — |
| | 52,993 |
| | 52,993 |
| | — |
| | 49,199 |
| | 49,199 |
|
Notes and other receivables, net | 163,362 |
| | 16,452 |
| | 179,814 |
| | 145,673 |
| | 14,404 |
| | 160,077 |
|
Collateralized receivables, net | 101,938 |
| | — |
| | 101,938 |
| | 106,924 |
| | — |
| | 106,924 |
|
Other assets, net | 165,743 |
| | 54,471 |
| | 220,214 |
| | 140,027 |
| | 36,135 |
| | 176,162 |
|
Total assets | $ | 6,403,341 |
| | $ | 695,321 |
| | $ | 7,098,662 |
| | $ | 6,052,448 |
| | $ | 657,578 |
| | $ | 6,710,026 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2017 | | Nine Months Ended September 30, 2016 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Revenues | $ | 592,864 |
| | $ | 129,093 |
| | $ | 721,957 |
| | $ | 482,002 |
| | $ | 117,683 |
| | $ | 599,685 |
|
Operating expenses/Cost of sales | 220,902 |
| | 84,820 |
| | 305,722 |
| | 176,176 |
| | 76,440 |
| | 252,616 |
|
Net operating income/Gross profit | 371,962 |
| | 44,273 |
| | 416,235 |
| | 305,826 |
| | 41,243 |
| | 347,069 |
|
Adjustments to arrive at net income / (loss): | | | | | | | | | | | |
Interest and other revenues, net | 18,587 |
| | — |
| | 18,587 |
| | 15,459 |
| | — |
| | 15,459 |
|
Home selling expenses | — |
| | (9,391 | ) | | (9,391 | ) | | — |
| | (7,240 | ) | | (7,240 | ) |
General and administrative | (49,082 | ) | | (7,106 | ) | | (56,188 | ) | | (40,300 | ) | | (6,610 | ) | | (46,910 | ) |
Transaction costs | (7,001 | ) | | 11 |
| | (6,990 | ) | | (27,990 | ) | | 99 |
| | (27,891 | ) |
Depreciation and amortization | (144,143 | ) | | (45,576 | ) | | (189,719 | ) | | (118,296 | ) | | (41,269 | ) | | (159,565 | ) |
Extinguishment of debt | (759 | ) | | — |
| | (759 | ) | | — |
| | — |
| | — |
|
Interest | (95,754 | ) | | (11 | ) | | (95,765 | ) | | (88,512 | ) | | (10 | ) | | (88,522 | ) |
Interest on mandatorily redeemable preferred OP units | (2,361 | ) | | — |
| | (2,361 | ) | | (2,363 | ) | | — |
| | (2,363 | ) |
Catastrophic weather related charges | (8,075 | ) | | (49 | ) | | (8,124 | ) | | — |
| | — |
| | — |
|
Other income, net | 5,341 |
| | (1 | ) | | 5,340 |
| | — |
| | — |
| | — |
|
Current tax expense | 145 |
| | (278 | ) | | (133 | ) | | (445 | ) | | (122 | ) | | (567 | ) |
Deferred tax benefit | 745 |
| | — |
| | 745 |
| | — |
| | — |
| | — |
|
Income from affiliate transactions | — |
| | — |
| | — |
| | 500 |
| | — |
| | 500 |
|
Net income / (loss) | 89,605 |
| | (18,128 | ) | | 71,477 |
| | 43,879 |
| | (13,909 | ) | | 29,970 |
|
Less: Preferred return to preferred OP units | 3,482 |
| | — |
| | 3,482 |
| | 3,793 |
| | — |
| | 3,793 |
|
Less: Amounts attributable to noncontrolling interests | 5,163 |
| | (984 | ) | | 4,179 |
| | 1,392 |
| | (932 | ) | | 460 |
|
Net income / (loss) attributable to Sun Communities, Inc. | 80,960 |
| | (17,144 | ) | | 63,816 |
| | 38,694 |
| | (12,977 | ) | | 25,717 |
|
Less: Preferred stock distributions | 6,233 |
| | — |
| | 6,233 |
| | 6,748 |
| | — |
| | 6,748 |
|
Net income / (loss) attributable to Sun Communities, Inc. common stockholders | $ | 74,727 |
| | $ | (17,144 | ) | | $ | 57,583 |
| | $ | 31,946 |
| | $ | (12,977 | ) | | $ | 18,969 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2017 | | December 31, 2016 |
| Real Property Operations | | Home Sales and Rentals | | Consolidated | | Real Property Operations | | Home Sales and Rentals | | Consolidated |
Identifiable assets: | | | | | | | | | | | |
Investment property, net | $ | 5,112,302 |
| | $ | 461,523 |
| | $ | 5,573,825 |
| | $ | 5,019,165 |
| | $ | 450,316 |
| | $ | 5,469,481 |
|
Cash and cash equivalents | 124,434 |
| | 13,014 |
| | 137,448 |
| | 3,705 |
| | 4,459 |
| | 8,164 |
|
Inventory of manufactured homes | — |
| | 25,741 |
| | 25,741 |
| | — |
| | 21,632 |
| | 21,632 |
|
Notes and other receivables, net | 132,748 |
| | 13,012 |
| | 145,760 |
| | 68,901 |
| | 12,278 |
| | 81,179 |
|
Collateralized receivables, net | 134,015 |
| | — |
| | 134,015 |
| | 143,870 |
| | — |
| | 143,870 |
|
Other assets, net | 137,303 |
| | 3,744 |
| | 141,047 |
| | 143,650 |
| | 2,800 |
| | 146,450 |
|
Total assets | $ | 5,640,802 |
| | $ | 517,034 |
| | $ | 6,157,836 |
| | $ | 5,379,291 |
| | $ | 491,485 |
| | $ | 5,870,776 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
11. 13. Income Taxes
We have elected to be taxed as a real estate investment trust (“REIT”) pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended (“Code”). In order for us to qualify as a REIT, at least 95 percent of our gross income in any year must be derived from qualifying sources. In addition, a REIT must distribute annually at least 90 percent of its REIT taxable income (calculated without any deduction for dividends paid and excluding capital gain) to its stockholders and meet other tests.
Qualification as a REIT involves the satisfaction of numerous requirements (on an annual and quarterly basis) established under highly technical and complex Code provisions for which there are limited judicial or administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the area of REIT taxation which requires us to continually monitor our tax status. We analyzed the various REIT tests and confirmed that we continued to qualify as a REIT for the quarter ended September 30, 2017March 31, 2019.
As a REIT, we generally will not be subject to United States (“U.S.”) federal income taxes at the corporate level on the ordinary taxable income we distribute to our stockholders as dividends. If we fail to qualify as a REIT in any taxable year, our taxable income could be subject to U.S. federal income tax at regular corporate rates (including any applicable alternative minimum tax).rates. Even if we qualify as a REIT, we may be subject to certain state and local income taxes as well as U.S. federal income and excise taxes on our undistributed income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state, and local income taxes. The Company is also subject to local income taxes in Canada as a result of the acquisition of Carefree in 2016. We do not provide for withholding taxes on our undistributed earnings from our Canadian subsidiaries as they are reinvested and will continue to be reinvested indefinitely outside of the U.S.
Our taxable REIT subsidiaries are subject to U.S. federal income taxes as well as state and local income and franchise taxes. In addition, our Canadian subsidiaries are subject to income tax in Canada.
Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced, if necessary, by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence. Our temporary differences primarily relate to net operating loss carryforwards, depreciation and basis differences between tax and U.S. GAAP on our Canadian investments. Generally,Our deferred tax assets that have a full valuation allowances are recorded against all U.S. federalallowance relate to our taxable REIT subsidiaries (“TRS”) business. Net deferred tax assets. Forliabilities of $20.3 million for Canadian purposes, a deferred tax liability of $22.5 million hasentities have been recorded in relation to a corporate entityentities and included in “Other liabilities” in our Consolidated Balance Sheets as of September 30, 2017.March 31, 2019. Net deferred tax liabilities of $21.6 million (Canada) and $0.1 million (U.S.) have been recorded in relation to corporate entities and included in “Other liabilities” in our Consolidated Balance Sheets as of March 31, 2018. There are no U.S. federal deferred tax assets or liabilities included in our Consolidated Balance Sheets as of September 30, 2017March 31, 2019 and December 31, 2016.2018.
We had no unrecognized tax benefits as of September 30, 2017March 31, 2019 and 2016.2018. We do not expect significant increases or decreaseschanges in tax positions that would result in unrecognized tax benefits due to changes in tax positions within one year of September 30, 2017.March 31, 2019.
We recorded a current tax benefitexpense for federal, state, and Canadian income taxes of approximately $0.1 million, and current tax expense of $0.3$0.2 million for the three months ended September 30, 2017March 31, 2019 and 2016, respectively, and $0.1 million and $0.6 million ofa current tax expense for the nine months ended September 30, 2017 and 2016, respectively.
We recorded $0.1of approximately $0.2 million and $0.7 million of deferred tax benefit in our Consolidated Statements of Operations for the three months and nineended March 31, 2018.
For the three months ended September 30, 2017, respectively. There was noMarch 31, 2019 and 2018, we recorded a deferred tax benefit or expense recorded for the three months or nine months ended September 30, 2016.of $0.2 million and $0.3 million, respectively.
SHS is currently under audit by the Internal Revenue Service for the tax year 2015.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
12. 14. Earnings Per Share
We have outstanding stock options, unvested restricted common shares, Series A Preferred Stock, and Series A-4 Preferred Stock, and our Operating Partnership has: outstanding common OP units; Series A-1 preferred OP units; Series A-3 preferred OP units; Series A-4 preferred OP units; Series C preferred OP units; Series D preferred OP units; and Aspen preferred OP Units, which, if converted or exercised, may impact dilution.
Computations of basic and diluted earnings / (loss) per share were as follows (in thousands, except per share data):
|
| | | | | | | | |
| | Three Months Ended March 31, |
Numerator | | 2019 | | 2018 |
Net income attributable to common stockholders | | $ | 34,331 |
| | $ | 29,986 |
|
Allocation to restricted stock awards | | (437 | ) | | (303 | ) |
Basic earnings: Net income attributable to common stockholders after allocation | | 33,894 |
| | 29,683 |
|
Allocation to restricted stock awards | | 437 |
| | 303 |
|
Diluted earnings: Net income attributable to common stockholders after allocation | | $ | 34,331 |
| | $ | 29,986 |
|
| | | | |
Denominator | | | | |
Weighted average common shares outstanding | | 85,520 |
| | 78,855 |
|
Add: dilutive stock options | | 1 |
| | 2 |
|
Add: dilutive restricted stock | | 512 |
| | 607 |
|
Diluted weighted average common shares and securities | | 86,033 |
| | 79,464 |
|
Earnings per share available to common stockholders after allocation: | | | | |
Basic | | $ | 0.40 |
| | $ | 0.38 |
|
Diluted | | $ | 0.40 |
| | $ | 0.38 |
|
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
Numerator | | 2017 | | 2016 | | 2017 | | 2016 |
Net income attributable to common stockholders | | $ | 24,115 |
| | $ | 18,897 |
| | $ | 57,583 |
| | $ | 18,969 |
|
Allocation to restricted stock awards | | (189 | ) | | (135 | ) | | (461 | ) | | (22 | ) |
Basic earnings: Net income attributable to common stockholders after allocation | | 23,926 |
| | 18,762 |
| | 57,122 |
| | 18,947 |
|
Allocation to restricted stock awards | | 189 |
| | 135 |
| | 461 |
| | 22 |
|
Diluted earnings: Net income attributable to common stockholders after allocation | | $ | 24,115 |
| | $ | 18,897 |
| | $ | 57,583 |
| | $ | 18,969 |
|
| | | | | | | | |
Denominator | | | | | | | | |
Weighted average common shares outstanding | | 78,369 |
| | 68,655 |
| | 75,234 |
| | 63,716 |
|
Add: dilutive stock options | | 2 |
| | 8 |
| | 2 |
| | 10 |
|
Add: dilutive restricted stock | | 437 |
| | 406 |
| | 610 |
| | 420 |
|
Diluted weighted average common shares and securities | | 78,808 |
| | 69,069 |
| | 75,846 |
| | 64,146 |
|
Earnings per share available to common stockholders after allocation: | | | | | | | | |
Basic | | $ | 0.31 |
| | $ | 0.27 |
| | $ | 0.76 |
| | $ | 0.30 |
|
Diluted | | $ | 0.31 |
| | $ | 0.27 |
| | $ | 0.76 |
| | $ | 0.30 |
|
We have excluded certain convertible 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 as of September 30, 2017March 31, 2019 and 20162018 (in thousands):
|
| | | | | | |
| | As of March 31, |
| | 2019 | | 2018 |
Common OP units | | 2,719 |
| | 2,739 |
|
Series A-4 preferred stock | | 1,063 |
| | 1,085 |
|
Series A-3 preferred OP units | | 40 |
| | 40 |
|
Series A-1 preferred OP units | | 328 |
| | 342 |
|
Series D preferred OP units | | 489 |
| | — |
|
Aspen preferred OP units | | 1,284 |
| | 1,284 |
|
Series A-4 preferred OP units | | 410 |
| | 422 |
|
Series C preferred OP units | | 314 |
| | 316 |
|
Total securities | | 6,647 |
| | 6,228 |
|
|
| | | | | | |
| | As of September 30, |
| | 2017 | | 2016 |
Common OP units | | 2,757 |
| | 2,838 |
|
Series A-1 preferred OP units | | 349 |
| | 376 |
|
Series A-3 preferred OP units | | 40 |
| | 40 |
|
Series A-4 preferred OP units | | 425 |
| | 743 |
|
Series A-4 preferred stock | | 1,085 |
| | 1,682 |
|
Series C preferred OP units | | 316 |
| | 333 |
|
Aspen preferred OP units | | 1,284 |
| | 1,284 |
|
Total securities | | 6,256 |
| | 7,296 |
|
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
13. Derivative Instruments and Hedging Activities
Our objective in using interest rate derivatives is to manage exposure to interest rate movements thereby minimizing the effect of interest rate changes and the effect it could have on future cash flows. Interest rate caps are used to accomplish this objective. We do not enter into derivative instruments for speculative purposes nor do we have any swaps in a hedging arrangement.
The following table provides the terms of our interestrate derivative contracts that were in effect as of September 30, 2017:
|
| | | | | | | | | | | | | | | | | | | | |
Type | | Purpose | | Effective Date | | Maturity Date | | Notional (in millions) | | Based on | | Variable Rate | | Cap Rate | | Spread | | Effective Fixed Rate |
Cap | | Cap Floating Rate | | 4/1/2015 | | 4/1/2018 | | $ | 150.1 |
| | 3 Month LIBOR | | 3.1690% | | 9.0000% | | —% | | N/A |
Cap | | Cap Floating Rate | | 10/3/2016 | | 5/1/2023 | | $ | 9.6 |
| | 3 Month LIBOR | | 3.9690% | | 11.0200% | | —% | | N/A |
In accordance with ASC Topic 815, “Derivatives and Hedging,”derivative instruments are recorded at fair value in “Other assets, net” or “Other liabilities” on the Consolidated Balance Sheets. As of September 30, 2017 and December 31, 2016, the fair value of our derivatives was zero.
1415. Fair Value of Financial Instruments
Our financial instruments consist primarily of cash and cash equivalents, accounts and notes receivable, accounts payable, derivative instruments, and debt.
ASC Topic 820 “Fair Value Measurements and Disclosures,” requires disclosure regarding determination of fair value for assets and liabilities and establishes a hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumption. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy:
Level 1—Quoted unadjusted prices for identical instruments in active markets;
Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The following methods and assumptions were used in order to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Derivative InstrumentsMarketable Securities
In November 2018, we purchased marketable securities on the Australian Securities Exchange (“ASX”) for total consideration of $54 million US. The derivative instrumentsmarketable securities held by us accounted for under the ASC 321 “Investment Equity Securities” are interest rate cap agreements formeasured at fair value. Any change in fair value is recognized in the Consolidated Statement of Operations in Remeasurement of marketable securities in accordance with ASU 2016-01 “Financial Instruments - Overall (Subtopic 825-10): Recognition and measurement of financial assets and financial liabilities.” The fair value is measured by the quoted unadjusted share price of which quoted market prices are indirectly available. For those derivatives, we use model-derived valuations in which all significant inputs and significant value drivers are observableis readily available in active markets provided by brokers or dealers to determine the fair value of derivative instruments on a recurring basis (Level 2)1). Refer to Note 13, “Derivative Instruments and Hedging Activities.”
Installment Notes Receivable on Manufactured Homes
The net carrying value of the installment notes receivable on manufactured homes estimates the fair value as the interest rates in the portfolio are comparable to current prevailing market rates (Level 2). Refer to Note 45, “Notes and Other Receivables.”
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 7,9, “Debt and Lines of Credit.”
Collateralized Receivables and Secured Borrowings
The fair value of these financial instruments offset each other as our collateralized receivables represent a transfer of financial assets and the cash proceeds received from these transactions have been classified as a secured borrowing on the Consolidated Balance Sheets. The net carrying value of the collateralized receivables estimates the fair value as the interest rates in the portfolio are comparable to current prevailing market rates (Level 2). Refer to Note 3,4, “Collateralized Receivables and Transfers of Financial Assets.”
Financial Liabilities
We estimate the fair value of our contingent consideration liability based on discounting of future cash flows using market interest rates and adjusting for non-performance risk over the remaining term of the liability (Level 2).
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Other Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair market values due to the short-term nature of these instruments.
The table below sets forth our financial assets and liabilities that required disclosure of fair value on a recurring basis as of September 30, 2017March 31, 2019. The table presents the carrying values and fair values of our financial instruments as of September 30, 2017March 31, 2019 and December 31, 20162018, 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.
|
| | | | | | | | | | | | | | | | |
| | March 31, 2019 | | December 31, 2018 |
Financial assets | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Marketable securities | | $ | 50,501 |
| | $ | 50,501 |
| | $ | 49,037 |
| | $ | 49,037 |
|
Installment notes receivable on manufactured homes, net | | $ | 109,256 |
| | $ | 109,256 |
| | $ | 112,798 |
| | $ | 112,798 |
|
Collateralized receivables, net | | $ | 101,938 |
| | $ | 101,938 |
| | $ | 106,924 |
| | $ | 106,924 |
|
Financial liabilities | | | | | | | | |
Debt (excluding secured borrowings) | | $ | 2,948,929 |
| | $ | 2,906,358 |
| | $ | 2,888,572 |
| | $ | 2,757,649 |
|
Secured borrowings | | $ | 102,676 |
| | $ | 102,676 |
| | $ | 107,731 |
| | $ | 107,731 |
|
Lines of credit | | $ | 396,512 |
| | $ | 396,512 |
| | $ | 128,000 |
| | $ | 128,000 |
|
Other liabilities (contingent consideration) | | $ | 4,702 |
| | $ | 4,702 |
| | $ | 4,640 |
| | $ | 4,640 |
|
|
| | | | | | | | | | | | | | | | |
| | September 30, 2017 | | December 31, 2016 |
Financial assets | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Installment notes receivable on manufactured homes, net | | $ | 97,990 |
| | $ | 97,990 |
| | $ | 59,320 |
| | $ | 59,320 |
|
Collateralized receivables, net | | 134,015 |
| | 134,015 |
| | 143,870 |
| | 143,870 |
|
Financial liabilities | | | | | | | | |
Debt (excluding secured borrowings) | | $ | 2,868,543 |
| | $ | 2,837,449 |
| | $ | 2,865,470 |
| | $ | 2,820,680 |
|
Secured borrowings | | 134,884 |
| | 134,884 |
| | 144,477 |
| | 144,477 |
|
Lines of credit | | — |
| | — |
| | 100,095 |
| | 98,640 |
|
Other liabilities (contingent consideration) | | 11,115 |
| | 11,115 |
| | 10,011 |
| | 10,011 |
|
15. 16. Recent Accounting Pronouncements
Recent Accounting Pronouncements - Adopted
In May 2017,February 2016, the FASB issued Accounting Standards Update (“ASU”) 2017-09 “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” This update provides clarity and reduces diversityASC 2016-02 codified in practice and cost and complexity when applyingASC Topic 842, Leases, which amends the guidance in former ASC Topic 718, regarding a change840, Leases. On January 1, 2019, we adopted ASC 2016-02. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for those leases classified as operating leases and disclose key information about leasing arrangements. As amended by ASU 2018-11, comparative reporting periods are presented in accordance with Topic 840, while periods subsequent to the effective date are presented in accordance with Topic 842. The Company elected the package of practical expedients, which permits the Company not to reassess expired or existing contracts containing a lease, the lease classification for expired or existing contracts, initial direct costs for any existing leases. The Company elected not to allocate lease obligation between lease and non-lease components of our agreements for both leases where we are a lessor and leases where we are a lessee. The Company did not elect the hindsight practical expedient, which permits the company to use hindsight in determining the lease terms or conditionsand impairment implications. The Company did not elect to use a portfolio approach in the valuation of ROU assets and corresponding liabilities. Some ROU assets include an extension option, which is included in the ROU assets and liabilities only if we are reasonably certain to exercise.
Lessor Accounting
Our income from real property and rental home revenue streams are derived from rental agreements where we are the lessor. Our recognition of rental revenue remains mainly consistent with previous guidance, apart from the narrower definition of initial direct costs that can be capitalized. Our leases with customers are classified as operating leases and rental revenue is recognized on a share-based payment award. The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that year. We will apply this guidance to modifications that occur on or afterstraight-line basis over the effective date.customer lease term.
In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This update clarifiesASC 842 limits the definition of initial direct costs to only the incremental costs of signing a business withlease. Internal sales employees’ compensation, payroll-related fringe benefits, certain legal fees rendered prior to the objectiveexecution of adding guidance to assist entities with evaluating whether transactions shoulda 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 acquisitions (or disposals)general and administrative expense in our condensed consolidated statements of assets or businesses.operations. ASC 842 permits the capitalization of direct commission costs. The definitionapplication of ASC 842 resulted in an immaterial impact on the statement of consolidated operations.
Lease income from tenants is recognized on a business affects many areasstraight-line basis over the terms of accounting including acquisitions, disposals, goodwill,the relevant lease agreement and consolidation. The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periodsis included within that year, with early application allowed for certain transactions. Upon adoptionincome from real property, rental home revenue and ancillary revenue on the Consolidated Statements of this standard, we expect that a majority of our future property acquisitions will be considered asset acquisitions.Operations.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Revenue is not recognized when collection is not reasonably assured. When collectability is not reasonably assured, the resident is placed on non-accrual status and revenue is recognized when cash payments are received.
Lessee Accounting
We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for executive office spaces, ground leases at certain communities, and certain equipment leases. The ROU asset and ROU liabilities are included within Other assets, net and Other liabilities on the Consolidated Balance Sheets.
For operating leases with a term greater than one year, the company recognizes the ROU assets and liabilities related to the lease payments on the Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The ROU assets represent our right to use the underlying assets for the term of the lease and the lease liabilities represent our obligation to make lease payments arising for the agreements. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The ROU asset is periodically reduced by impairment losses. As of March 31, 2019, we have not encountered any impairment losses. Variable lease payments, except for the ones that depend on index or rate, are excluded from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the consolidated Statement of Operations in the period in which they are incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. The Lease liability costs are amortized over the straight-line method over the term of the lease. Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset or liability recognized on the Consolidated Balance Sheets.
Finance leases where we are the lessee are included in Other assets, net and Other liabilities on our Consolidated Balance Sheets. The lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using the effective interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For finance leases the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In November 2016,those cases, the FASB issuedROU 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 March 31, 2019, we have not encountered any impairment losses. Refer to Refer to Note 18, “Leases,” for information regarding leasing activities.
On January 1, 2018, we adopted ASU 2014-09 “Revenue from Contracts with Customers (Topic 606).” Refer to Note 2, “Revenue” for information regarding our adoption of this guidance.
On January 1, 2018, we adopted ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business” and now capitalize direct acquisition related costs as part of the purchase price of asset acquisitions. Under previous guidance, substantially all of our property acquisitions were accounted for as business combinations with identifiable assets and liabilities measured at fair value, and acquisition related costs expensed as incurred.
On January 1, 2018, we adopted ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash.” This update requiresrequired inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that year. Upon adoption of this guidance, we will include
Our restricted cash consists of amounts primarily held in deposit for tax, insurance and repair escrows held by lenders in accordance with certain debt agreements. Restricted cash is included as a component of Other assets, net on the Consolidated Balance Sheets. Changes in restricted cash equivalents within the reconciliation of the net changeare reported in cash and cash equivalents on our Consolidated Statements of Cash Flows. RestrictedFlows as operating, investing or financing activities based on the nature of the underlying activity.
The following table reconciles our beginning-of-period and end-of-period balances of cash, cash equivalents and restricted cash equivalents, which are included within Other assets, net in our Consolidated Balance Sheets, were $19.9 million and $17.1 million at September 30, 2017 and December 31, 2016, respectively.for the periods shown (in thousands):
SUN COMMUNITIES, INC.
In October 2016, the FASB issued ASU 2016-16 “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” This update requires that an entity recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that year. Upon adoption of this standard, there will be no material impact to our Consolidated Financial Statements.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In August 2016, the FASB issued ASU 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This update addresses eight specific cash flow issues with the objective of reducing existing diversity in practice. The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that year. Upon adoption of this standard, there will be no material impact to our Consolidated Financial Statements.
|
| | | | | | | | | | | | | | | | |
| | March 31, 2019 | | December 31, 2018 | | March 31, 2018 | | December 31, 2017 |
Cash and cash equivalents | | $ | 21,946 |
| | $ | 50,311 |
| | $ | 15,153 |
| | $ | 10,127 |
|
Restricted cash | | 12,229 |
| | 11,951 |
| | 12,271 |
| | 13,382 |
|
Cash, cash equivalents and restricted cash | | $ | 34,175 |
| | $ | 62,262 |
| | $ | 27,424 |
| | $ | 23,509 |
|
Recent Accounting Pronouncements - Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.Instruments.” This update replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are in the initial phases of evaluating how this guidance will impact our accounting policies regarding assessment of, and allowance for, loan losses.
In March 2016, the FASB issued ASU 2016-09 “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments in this update are intended to simplify several aspects of the accounting for share-based payments. We adopted these amendments as of January 1, 2017. The main provisions of this update regarding excess tax benefits did not have an impact on our Consolidated Financial Statements due to our status as a REIT for taxation purposes. We have elected to continue estimating the number of shares expected to vest in order to determine compensation cost, and were previously classifying, as financing activity, cash paid by us for employee taxes when shares were withheld to cover minimum statutory requirements.
In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The core principle of this update is that a lessee should recognize the assets and liabilities that arise from leases while the accounting by a lessor is largely unchanged from that applied under previous GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Our income from real property and rental home revenue streams is derived from rental agreements where we are the lessor. As noted above, the lessor accounting model is largely unchanged by this update. We are the lessee in other arrangements, primarily for our executive offices, ground leases at five communities, and certain equipment. We are currently evaluating our inventory of such leases to determine which will require recognition of right of use assets and corresponding lease liabilities, and the related disclosure requirements thereto.
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The objective of this amendment is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company 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. In applying this amendment, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. This amendment applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. An entity should apply the amendments using either the full retrospective approach or retrospectively with a cumulative effect of initially applying the amendments recognized at the date of initial application. In July 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
We anticipate adopting ASU 2014-09 and the related updates subsequently issued by the FASB in January 2018, via the modified retrospective approach. Applicability of the standard updates to our revenue streams and other considerations are summarized below.
Income from real property - is derived from rental agreements whereby we lease land to residents in our communities. We account for the lease components of these rental agreements pursuant to ASC 840 “Leases” and the non-lease components under ASC 605 “Revenue Recognition.”
Revenue from home sales - is recognized pursuant to ASC 605 “Revenue Recognition,” as the manufactured homes are tangible personal property that can be located on any parcel of land. The manufactured homes are not permanent fixtures or improvements to the underlying real estate, and are therefore not considered by us to be subject to the guidance in ASC 360-20 “Real Estate Sales.”
Rental home revenue - is comprised of rental agreements whereby we lease homes to residents in our communities. We account for these revenues pursuant to ASC 840 “Leases.”
Ancillary revenues - are primarily comprised of restaurant, golf, merchandise and other activities at our RV communities. These revenues are recognized pursuant to ASC 605 “Revenue Recognition,” at point of sale to customers as our performance obligations are then satisfied.
Interest income - on our notes receivable will continue to be recognized as revenue, but presented separately from revenue from contracts with customers, as interest income is not in the scope of ASU 2014-09 and the related updates subsequently issued by the FASB.
Broker commissions and other revenues, net - is primarily comprised of (i) brokerage commissions that we account for on a net basis pursuant to ASC 605 “Revenue Recognition,” as our performance obligation is to arrange for a third party to transfer a home to a customer; and (ii) notes receivable loss reserves.
As detailed above, our revenues from home sales, ancillary revenues, and broker commissions will be in the scope of the new guidance. Upon adoption, we will present contract assets and liabilities, as applicable, when one party to a transaction has performed and the other has not. Further, we will expand our disclosures regarding these revenue streams, as applicable, to discuss our contract balances and performance obligations and satisfaction thereof. Adoption of this standard will have no material impact to our Consolidated Financial Statements.
1617. 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.
17. Subsequent Event18. Leases
On October 4, 2017, we entered into a Second Amendment to Rights Agreement (the “Amendment”), which amended the Rights Agreement dated June 2, 2008,Lessee accounting:
Future minimum lease payments under non-cancellable leases as amended, between the Company and Computershare Trust Company, N.A., as the rights agent. The Amendment accelerated the scheduled expiration date of the rights issued pursuantquarter ended March 31, 2019 where we are the lessee include:
|
| | | | | | | |
| Operating Leases | | Finance Leases |
2019 (excluding the three months ended March 31, 2019) | $ | 1,766 |
| | $ | 112 |
|
2020 | 2,397 |
| | 120 |
|
2021 | 2,446 |
| | 120 |
|
2022 | 2,483 |
| | 120 |
|
2023 | 2,509 |
| | 120 |
|
Thereafter | 13,725 |
| | 4,060 |
|
Total undiscounted lease payments | $ | 25,326 |
| | $ | 4,652 |
|
Less: Imputed interest | (6,213 | ) | | (539 | ) |
Total lease liabilities | $ | 19,113 |
| | $ | 4,113 |
|
ROU assets and lease liabilities from operating lease as included within other assets, net and other liabilities in the Consolidated Balance Sheet were $47.7 million and $19.1 million, respectively, as of March 31, 2019. ROU assets from below market leases included within other assets, net in the Consolidated Balance Sheet was $29.1 as of December 31, 2018. No lease liabilities for operating leases were recognized as of December 31, 2018.
ROU assets and lease liabilities from finance lease as included within land and other liabilities in the Consolidated Balance Sheets were $4.1 million respectively as of March 31, 2019. Capital lease assets and liabilities from finance lease as included within land and other liabilities in the Consolidated Balance Sheets were $4.1 million respectively as of December 31, 2018.
Lease expense, as included in our consolidated statement of operations for the respective periods and additional information regarding lease terms are as follows (in thousands except*):
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
| | | | | | | | |
| March 31, 2019 | | | March 31, 2018 |
Lease expense | | | Lease expense | |
Finance lease expense:
| | | Capital lease expense:
| |
Amortization of right - of-use assets | $ | 18 |
| | Amortization of lease | $ | 18 |
|
Interest on lease liabilities | 26 |
| | Interest on lease liabilities | 26 |
|
Operating lease expense | 822 |
| | Operating lease expense | 851 |
|
Variable lease expense | 319 |
| | Below market ground lease amortization expense | 223 |
|
Total lease expense | 1,185 |
| | | 267 |
|
| | | | |
Other information | | | Other information | |
Cash paid for amounts included in the measurement of lease liabilities | | | Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flow used for operating leases | 450 |
| | Operating cash flow used for operating leases | 549 |
|
Financing cash flow used for finance leases | 8 |
| | Financing cash flow used for finance leases | 8 |
|
Right of use asset obtained (land) in exchange for new finance lease liabilities | 4,116 |
| | | |
| | | | |
| March 31, 2019 | | | December 31, 2018 |
Right of use asset obtained in exchange for new operating lease liabilities | 18,775 |
| | | |
Right of use asset obtained relative to below market operating leases | 28,930 |
| | Below market ground lease intangibles asset | 29,118 |
|
Total right of use asset from operating leases | 47,705 |
| | | |
| | | | |
Weighted - average remaining lease term - finance leases (in years)* | 5.25 |
| | | |
Weighted - average remaining lease term - operating leases (in years)* | 13.56 |
| | | |
Weighted - average discount rate - finance leases (annual)* | 2.50 | % | | | |
Weighted - average discount rate - operating leases (annual)* | 4.11 | % | | | |
As of the quarter ended March 31, 2019, we have an additional executive office space operating lease that has not yet commenced of $2.9 million. The lease will commence in November 2019 with a lease term of seven years.
Related Party Leases: Lease of Executive Offices. Gary A. Shiffman, together with certain of his family members, indirectly owns an equity interest of approximately 28.1 percent in American Center LLC, the entity from which we lease office space for our principal executive offices. Each of Brian M. Hermelin, Ronald A. Klein and Arthur A. Weiss indirectly owns a less than one percent interest in American Center LLC. Mr. Shiffman is our Chief Executive Officer and Chairman of the Board. Each of Mr. Hermelin, Mr. Klein and Mr. Weiss is a director of the Company. Under this agreement, we lease approximately 103,100 rentable square feet of permanent space. The initial term of the lease is until October 31, 2026, and the average gross base rent is $18.55 per square foot until October 31, 2019 with graduated rental increases thereafter. Each of Mr. Shiffman, Mr. Hermelin, Mr. Klein and Mr. Weiss may have a conflict of interest with respect to his obligations as our officer and/or director and his ownership interest in American Center LLC.
Lessor Accounting:
We are not the lessor for any finance leases as of March 31, 2019. Over 99% of our operating leases where we are the lessor are either month to month or for a time period not to exceed one year. As of the reporting date, future minimum lease payments would
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
not exceed twelve months. Similarly, over 95% of our investment property, net on the Consolidated balance sheets, and related depreciation amounts, relate to assets whereby we are the lessor under an operating lease.
19. Subsequent Events
Subsequent to the Rights Agreement, commonly referred to asquarter ended March 31, 2019, we acquired a “poison pill,” (the “Rights”) from June 9, 2018 to October 4, 2017. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired and are no longer outstanding.RV community located in New Hampshire for $2.7 million.
On October 13, 2017, we announced a notice of redemption to the holders of our 7.125% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), which we have elected to redeem on November 14, 2017. Holders of the Series A Preferred Stock will receive cash in the amount of $25.00, plus all accrued and unpaid dividends, which is equal to an aggregate payment of $25.143490 per share. In the aggregate, we will pay $85.5 million to redeem all of the Series A Preferred stock. As of September 30, 2017, there were 3,400,000 shares of Series A Preferred Stock outstanding. After the redemption, no Series A Preferred Stock will remain outstanding.
We have evaluated our Consolidated Financial Statements for subsequent events through the date that this Form 10-Q was issued.
| |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and Notes filed herewith, along with our 20162018 Annual Report. Capitalized terms are used as defined elsewhere in this Quarterly Report on Form 10-Q.
OVERVIEW
We are a fully integrated, self-administered and self-managed REIT. As of September 30, 2017,March 31, 2019, we owned and operated or hadheld an interest in a portfolio of 348379 developed properties located in 2931 states throughout the U.S. and one province in Canada, including 229235 MH communities, 89113 RV communities, and 3031 properties containing both MH and RV sites.
We have been in the business of acquiring, operating, developing, and expanding MH and RV communities since 1975. We lease individual sites with utility access for placement of manufactured homes and RVs to our customers. We are also engaged through SHS in the marketing, selling, and leasing of new and pre-owned homes to current and future residents in our communities. The operations of SHS support and enhance our occupancy levels, property performance, and cash flows.
SIGNIFICANT ACCOUNTING POLICIES
We have identified significant accounting policies that, as a result of the judgments, uncertainties, and complexities of the underlying accounting standards and operations involved could result in material changes to our financial condition or results of operations under different conditions or using different assumptions. Details regarding significant accounting policies are described fully in our 20162018 Annual Report.
NON-GAAP FINANCIAL MEASURES
In addition to the results reported in accordance with GAAP in our “Results of Operations” below, we have provided information regarding net operating income (“NOI”) and funds from operations (“FFO”) as supplemental performance measures. We believe NOI and FFO are appropriate measures given their wide use by and relevance to investors and analysts following the real estate industry. NOI provides a measure of rental operations and does not factor in depreciation, amortization and non-property specific expenses such as general and administrative expenses. FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation/amortization of real estate assets. In addition, NOI and FFO are commonly used in various ratios, pricing multiples/yields and returns and valuation calculations used to measure financial position, performance and value.
NOI is derived from revenues minus property operating expenses and real estate taxes. NOI does not represent cash generated fromis a non-GAAP financial measure that we believe is helpful to investors as a supplemental measure of operating activities in accordance withperformance because it is an indicator of the return on property investment, and provides a method of comparing property performance over time. We use NOI as a key measure when evaluating performance and growth of particular properties and/or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall.
We believe that GAAP andnet income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) (determined in accordance with GAAP) as an indication of the Company’sour financial performance or to be an alternative toGAAP cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’sour liquidity; nor is it indicative of funds available for the Company’sour cash needs, including itsour ability to make cash distributions. The Company believes that net income (loss) is the most directly comparable GAAP measurement to NOI. 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. The Company believes that NOI is helpful to investors as a measure of operating performance because it is an indicator of the return on property investment, and provides a method of comparing property performance over time. The Company uses NOI as a key management tool when evaluating performance and growth of particular properties and/or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization interest expense and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of the properties of the Company rather than of the Company overall.
FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as GAAP net income (loss) computed in accordance with GAAP,, excluding gains or losses(or losses) from sales of depreciable operating property, plus real estate-related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The Company considers FFO to beis a non-GAAP financial measure that management believes is a useful supplemental measure for reviewing comparativeof our operating and financial performance because, byperformance. 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).
SUN COMMUNITIES, INC.
, FFO provides
FFO provides
a performance measure that, when compared period over period,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 that the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. FFO is computed in accordance with the Company’s interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Company. The CompanyWe also usesuse FFO excluding certain items, which excludes certain gain and loss items that management considers unrelated to the operational and financial performance of our core business.business (“Core FFO”). We believe that thisCore FFO provides investors with another financialenhanced 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 our operatingFFO is that it does not replace GAAP net income (loss) as a performance that is more comparable when evaluating period over period results.
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 an adjuncta supplement to GAAP net income (loss) and not as an alternative to net income (loss). The principal limitation of FFO is that it does not represent cash flow from operations as defined by GAAP and is a supplemental measure of performance that does not replace net income (loss) as a measure of performance or net cash provided by operating activities as a measure of liquidity. In addition,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 only provides investors with an additional performance measure that, when combined with measures computedis calculated in accordance with GAAP such as net income (loss), cash flow from operating activities, investing activities and financing activities, provide investors with an indicationour interpretation of our ability to service debt and to fund acquisitions and other expenditures. Other REITs may use different methods for calculating FFO, accordingly, our FFOstandards established by NAREIT, which may not be comparable to FFO reported by other REITs.REITs that interpret the NAREIT definition differently.
RESULTS OF OPERATIONS
We report operating results under two segments: Real Property Operations and Home Sales and Rentals. The Real Property Operations segment owns, operates, develops, or has an interest in, a portfolio of MH and RV communities throughout the U.S. and in Canada, and is in the business of acquiring, operating, and expanding MH and RV communities. The Home Sales and Rentals segment offers MH and RV park model sales and leasing services to tenants and prospective tenants of our communities. We evaluate segment operating performance based on NOI and gross profit. Refer to Note 10,12, “Segment Reporting,” in our accompanying Consolidated Financial Statements for additional information.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2017MARCH 31, 2019 AND 20162018
SUMMARY STATEMENTS OF OPERATIONS
The following table summarizes our consolidated financial results and reconciles net income to NOI for the three months ended September 30, 2017March 31, 2019 and 20162018 (in thousands):
| | | | Three Months Ended September 30, | | Three Months Ended March 31, |
| | 2017 | | 2016 | | 2019 | | 2018 |
Net income attributable to Sun Communities, Inc., common stockholders: | | $ | 24,115 |
| | $ | 18,897 |
| | $ | 34,331 |
| | $ | 29,986 |
|
Other revenues | | (7,011 | ) | | (5,689 | ) | | (8,480 | ) | | (6,276 | ) |
Home selling expenses | | 3,290 |
| | 2,643 |
| | 3,324 |
| | 3,290 |
|
General and administrative | | 18,267 |
| | 16,575 |
| | 21,887 |
| | 19,757 |
|
Transaction costs | | 2,167 |
| | 4,191 |
| |
Depreciation and amortization | | 64,232 |
| | 61,483 |
| | 76,556 |
| | 66,437 |
|
Catastrophic weather related charges, net | | | 782 |
| | (2,213 | ) |
Loss on extinguishment of debt | | | 653 |
| | 196 |
|
Interest expense | | 32,875 |
| | 34,589 |
| | 35,108 |
| | 31,757 |
|
Catastrophic weather related charges | | 7,756 |
| | — |
| |
Other income, net | | (3,345 | ) | | — |
| |
Current tax benefit / (expense) | | (38 | ) | | 283 |
| |
Remeasurement of marketable securities | | | (267 | ) | | — |
|
Other (income) / expense, net | | | (1,898 | ) | | 2,617 |
|
(Income) / loss from nonconsolidated affiliates | | | (344 | ) | | 59 |
|
Current tax expense | | | 214 |
| | 174 |
|
Deferred tax benefit | | (81 | ) | | — |
| | (217 | ) | | (347 | ) |
Income from affiliate transactions | | — |
| | (500 | ) | |
Preferred return to preferred OP units | | 1,112 |
| | 1,257 |
| |
Preferred return to preferred OP units / equity | | | 1,323 |
| | 1,080 |
|
Amounts attributable to noncontrolling interests | | 1,776 |
| | 879 |
| | 1,041 |
| | 2,094 |
|
Preferred stock distributions | | 1,955 |
| | 2,197 |
| |
Preferred stock distribution | | | 432 |
| | 441 |
|
NOI / Gross profit | | $ | 147,070 |
|
| $ | 136,805 |
| | $ | 164,445 |
|
| $ | 149,052 |
|
| | | | Three Months Ended September 30, | | Three Months Ended March 31, |
| | 2017 | | 2016 | | 2019 | | 2018 |
Real Property NOI | | $ | 125,961 |
| | $ | 114,851 |
| | $ | 143,540 |
| | $ | 131,745 |
|
Rental Program NOI | | 22,060 |
| | 21,213 |
| | 26,061 |
| | 24,102 |
|
Home Sales NOI / Gross profit | | 8,103 |
| | 9,276 |
| | 10,341 |
| | 8,329 |
|
Ancillary NOI / Gross profit | | 7,024 |
| | 6,997 |
| | 1,381 |
| | 1,185 |
|
Site rent from Rental Program (included in Real Property NOI) (1) | | (16,078 | ) | | (15,532 | ) | | (16,878 | ) | | (16,309 | ) |
NOI / Gross profit | | $ | 147,070 |
| | $ | 136,805 |
| | $ | 164,445 |
| | $ | 149,052 |
|
(1) The renter’s monthly payment includes the site rent and an amount attributable to the leasing of the home. The site rent is reflected in the Real Property Operations segment. For purposes of management analysis, the site rent is included in the Rental Program revenue to evaluate the incremental revenue gains associated with implementation of the Rental Program, and to assess the overall growth and performance of Rental Program and financial impact on our operations.
REAL PROPERTY OPERATIONS – TOTAL PORTFOLIO
The following tables reflect certain financial and other information for our Total Portfolio as of and for the three months ended September 30, 2017March 31, 2019 and 20162018:
| | | | Three Months Ended September 30, | | | | | | Three Months Ended March 31, | | | | |
Financial Information (in thousands) | | 2017 | | 2016 | | Change | | % Change | | 2019 | | 2018 | | Change | | % Change |
Income from real property | | $ | 198,263 |
| | $ | 184,324 |
| | $ | 13,939 |
| | 7.6 | % | | $ | 216,779 |
| | $ | 197,211 |
| | $ | 19,568 |
| | 9.9 | % |
Property operating expenses: | | | | | | | | | | | | | | | | |
Payroll and benefits | | 19,168 |
| | 18,436 |
| | 732 |
| | 4.0 | % | | 18,871 |
| | 15,658 |
| | 3,213 |
| | 20.5 | % |
Legal, taxes, and insurance | | 1,921 |
| | 1,475 |
| | 446 |
| | 30.2 | % | | 2,384 |
| | 2,482 |
| | (98 | ) | | (3.9 | )% |
Utilities | | 23,765 |
| | 21,710 |
| | 2,055 |
| | 9.5 | % | | 24,428 |
| | 22,553 |
| | 1,875 |
| | 8.3 | % |
Supplies and repair | | 7,701 |
| | 7,394 |
| | 307 |
| | 4.2 | % | | 6,354 |
| | 5,256 |
| | 1,098 |
| | 20.9 | % |
Other | | 6,694 |
| | 8,074 |
| | (1,380 | ) | | (17.1 | )% | | 5,872 |
| | 5,681 |
| | 191 |
| | 3.4 | % |
Real estate taxes | | 13,053 |
| | 12,384 |
| | 669 |
| | 5.4 | % | | 15,330 |
| | 13,836 |
| | 1,494 |
| | 10.8 | % |
Property operating expenses | | 72,302 |
| | 69,473 |
| | 2,829 |
| | 4.1 | % | | 73,239 |
| | 65,466 |
| | 7,773 |
| | 11.9 | % |
Real Property NOI | | $ | 125,961 |
| | $ | 114,851 |
| | $ | 11,110 |
| | 9.7 | % | | $ | 143,540 |
| | $ | 131,745 |
| | $ | 11,795 |
| | 9.0 | % |
| | | | As of September 30, | | | | As of March 31, | | |
Other Information | | 2017 | | 2016 | | Change | | 2019 | | 2018 | | Change |
Number of properties | | 348 |
| | 339 |
| | 9 |
| | 379 |
| | 350 |
| | 29 |
|
| | | | | |
|
| | | | | |
|
|
MH occupancy | | 95.2 | % | | | | | | 95.4 | % | | | | |
RV occupancy | | 100.0 | % | | | | | | 100.0 | % | | | | |
MH & RV blended occupancy (1) | | 96.2 | % | | 96.2 | % | | — | % | | 96.4 | % | | 95.8 | % | | 0.6 | % |
| | | | | | | | | | | | |
Sites available for development | | 10,389 |
| | 10,425 |
| | (36 | ) | | 11,246 |
| | 9,345 |
| | 1,901 |
|
| | | | | | | | | | | | |
Monthly base rent per site - MH | | $ | 528 |
| | $ | 511 |
| | $ | 17 |
| | $ | 565 |
| | $ | 543 |
| | $ | 22 |
|
Monthly base rent per site - RV (2) | | $ | 430 |
| | $ | 419 |
| | $ | 11 |
| | $ | 457 |
| | $ | 436 |
| | $ | 21 |
|
Monthly base rent per site - Total | | $ | 507 |
| | $ | 491 |
| | $ | 16 |
| | $ | 526 |
| | $ | 505 |
| | $ | 21 |
|
| |
(1) | Overall occupancy (percent)percentage includes MH and annual RV sites, and excludes transient RV sites. |
| |
(2) | Monthly base rent pertains to annual RV sites and excludes transient RV sites. |
The $11.1$11.8 million increase in Real Property NOI consists of $3.9 million from newly acquired properties and $7.2$9.5 million from Same Communities as detailed below.below and $2.3 million from acquired properties.
REAL PROPERTY OPERATIONS – SAME COMMUNITYCOMMUNITIES
A key management tool used when evaluating performance and growth of our properties is a comparison of our Same Communities. Same Communities consist of properties owned and operated throughout 2017 and 2016.since January 1, 2018. The Same Community data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions, or unique situations. The Same Community data in this Form 10-Q includes all properties which we have owned and operated continuously since January 1, 2016. All communities from the American Land Lease portfolio acquisition are included within Same Communities.2018.
In order to evaluate the growth of the Same Communities, management has classified certain items differently than our GAAP statements. The reclassification difference between our GAAP statements and our Same Community portfolio is the reclassification of water and sewer revenues from income from real property to utilities. A significant portion of our utility charges are re-billed to our residents. We reclassify these amountshave reclassified $8.4 million and $8.1 million for the three months ended March 31, 2019 and 2018, respectively, to reflect the utility expenses associated with our Same Community portfolio net of recovery.
The following tables reflect certain financial and other information for our Same Communities as of and for the three months ended September 30, 2017March 31, 2019 and 2016:
2018. The amounts in the table below reflect constant currency for comparative purposes. Canadian currency figures included within the three months ended March 31, 2018 have been translated at 2019 exchange rates:
| | | | Three Months Ended September 30, | | | | | | Three Months Ended March 31, | | | | |
Financial Information (in thousands) | | 2017 | | 2016 | | Change | | % Change | | 2019 | | 2018 | | Change | | % Change |
Income from real property(1) | | $ | 144,589 |
|
| $ | 136,137 |
| | $ | 8,452 |
| | 6.2 | % | | $ | 199,084 |
| | $ | 187,826 |
| | $ | 11,258 |
| | 6.0 | % |
Property operating expenses: | | |
| | | | | | | |
| | | | | |
Payroll and benefits | | 13,070 |
|
| 12,596 |
| | 474 |
| | 3.8 | % | | 16,421 |
|
| 15,534 |
| | 887 |
| | 5.7 | % |
Legal, taxes, and insurance | | 1,325 |
|
| 1,178 |
| | 147 |
| | 12.5 | % | | 2,191 |
|
| 2,471 |
| | (280 | ) | | (11.3 | )% |
Utilities | | 8,961 |
|
| 8,821 |
| | 140 |
| | 1.6 | % | | 14,434 |
|
| 14,463 |
| | (29 | ) | | (0.2 | )% |
Supplies and repair | | 5,702 |
|
| 5,862 |
| | (160 | ) | | (2.7 | )% | | 5,719 |
|
| 5,159 |
| | 560 |
| | 10.9 | % |
Other | | 4,078 |
|
| 3,955 |
| | 123 |
| | 3.1 | % | | 4,455 |
|
| 4,688 |
| | (233 | ) | | (5.0 | )% |
Real estate taxes | | 9,631 |
|
| 9,148 |
| | 483 |
| | 5.3 | % | | 14,590 |
|
| 13,766 |
| | 824 |
| | 6.0 | % |
Property operating expenses | | 42,767 |
| | 41,560 |
| | 1,207 |
| | 2.9 | % | | 57,810 |
| | 56,081 |
| | 1,729 |
| | 3.1 | % |
Real Property NOI | | $ | 101,822 |
| | $ | 94,577 |
| | $ | 7,245 |
| | 7.7 | % | | $ | 141,274 |
| | $ | 131,745 |
| | $ | 9,529 |
| | 7.2 | % |
| | | | As of September 30, | | | | As of March 31, | | |
Other Information | | 2017 | | 2016 | | Change | | 2019 | | 2018 | | Change |
Number of properties | | 231 |
|
| 231 |
| | — |
| | 345 |
| | 345 |
| | — |
|
| | |
| | |
|
| | |
| | |
|
|
MH occupancy (1)(2) | | 96.7 | % | | | | | | 97.6 | % | | | | |
RV occupancy (1)(2) | | 100.0 | % | | | | | | 100.0 | % | | | | |
MH & RV blended occupancy (1) (2) | | 97.2 | % |
| 95.6 | % | | 1.6 | % | |
MH & RV blended occupancy (2) (3) | | | 98.2 | % | | 96.1 | % | | 2.1 | % |
| | | | | | | | | | | | |
Sites available for development | | 6,003 |
| | 7,177 |
| | (1,174 | ) | | 7,296 |
| | 7,602 |
| | (306 | ) |
| | | | | | | | | | | | |
Monthly base rent per site - MH | | $ | 514 |
|
| $ | 497 |
| | $ | 17 |
| | $ | 565 |
|
| $ | 543 |
| | $ | 22 |
|
Monthly base rent per site - RV (3)(4) | | $ | 448 |
|
| $ | 433 |
| | $ | 15 |
| | $ | 457 |
|
| $ | 434 |
| | $ | 23 |
|
Monthly base rent per site - Total | | $ | 506 |
|
| $ | 489 |
| | $ | 17 |
| | $ | 541 |
|
| $ | 519 |
| | $ | 22 |
|
| |
(1) | The Company adopted ASC 842, the new leasing standard, as of January 1, 2019 which required the reclassification of bad debt expense from Property operating expense to Income from real property. To assist with comparability within Same Community results, bad debt expense has been reclassified to be shown as a reduction of Income from real property for all periods presented. |
| |
(2) | The occupancy percentage includes MH and annual RV sites, and excludes recently completed but vacant expansion sites and transient RV sites. |
| |
(2)(3)
| The occupancy percentage for 20162018 has been adjusted to reflect incremental growth period-over-period from filled MH expansion sites and the conversion of transient RV sites to annual RV sites. |
| |
(3)(4)
| Monthly base rent pertains to annual RV sites and excludes transient RV sites. |
Real propertyThe 7.2 percent growth in NOI growth of 7.7 percent is primarily due to increased Income from real property of $8.5$11.3 million, or 6.26.0 percent. The 6.26.0 percent increase is primarily attributable to the 1.6a 2.1 percent increase in occupancy 3.5and a 4.2 percent increase in total monthly base
rent per site and a 1.1 percentwhen compared to the same period in 2018. The increase in transient and other revenue. This increaseIncome from real property was partially offset by a $1.2$1.7 million, or 2.93.1 percent, increase in Property operating expenses, primarily attributable to increases in payrollPayroll and benefits, expenses,Real estate taxes, and real estate taxes.Supplies and repair.
HOME SALES AND RENTALS
We purchase new homes and acquire pre-owned and repossessed manufactured homes, generally located within our communities, from lenders, dealers, and former residents to sell or lease to current and prospective residents.
The following table reflects certain financial and statistical information for our Home Sales Program for the three months ended March 31, 2019 and 2018 (in thousands, except for average selling prices and statistical information):
|
| | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
Financial Information | | 2019 | | 2018 | | Change | | % Change |
New home sales | | $ | 15,381 |
| | $ | 11,893 |
| | $ | 3,488 |
| | 29.3 | % |
Pre-owned home sales | | 24,237 |
| | 23,007 |
| | 1,230 |
| | 5.3 | % |
Revenue from home sales | | 39,618 |
| | 34,900 |
| | 4,718 |
| | 13.5 | % |
| | | | | | | | |
New home cost of sales | | 13,146 |
| | 10,197 |
| | 2,949 |
| | 28.9 | % |
Pre-owned home cost of sales | | 16,131 |
| | 16,374 |
| | (243 | ) | | (1.5 | )% |
Cost of home sales | | 29,277 |
| | 26,571 |
| | 2,706 |
| | 10.2 | % |
NOI / Gross profit | | $ | 10,341 |
| | $ | 8,329 |
| | $ | 2,012 |
| | 24.2 | % |
| | | | | | | | |
Gross profit – new homes | | $ | 2,235 |
|
| $ | 1,696 |
| | $ | 539 |
| | 31.8 | % |
Gross margin % – new homes | | 14.5 | % |
| 14.3 | % | | 0.2 | % | |
|
|
Average selling price – new homes | | $ | 123,048 |
|
| $ | 112,198 |
| | $ | 10,850 |
| | 9.7 | % |
| |
|
|
|
|
| | | | |
Gross profit – pre-owned homes | | $ | 8,106 |
|
| $ | 6,633 |
| | $ | 1,473 |
| | 22.2 | % |
Gross margin % – pre-owned homes | | 33.4 | % |
| 28.8 | % | | 4.6 | % | |
|
|
Average selling price – pre-owned homes | | $ | 36,013 |
|
| $ | 31,473 |
| | $ | 4,540 |
| | 14.4 | % |
| | | | | | | | |
Statistical Information | | | | | | | | |
Home sales volume: | | | | | | | | |
New home sales | | 125 |
| | 106 |
| | 19 |
| | 17.9 | % |
Pre-owned home sales | | 673 |
| | 731 |
| | (58 | ) | | (7.9 | )% |
Total homes sold | | 798 |
| | 837 |
| | (39 | ) | | (4.7 | )% |
Gross profit for new and pre-owned home sales increased $0.5 million and $1.5 million, respectively, in the three months ended March 31, 2019 as compared to the same period in 2018. The increase for new home sales is primarily the result of higher new home sales volumes coupled with a 9.7 percent increase in average selling price in the three months ended March 31, 2019 as compared to the same period in 2018. The gross profit increase for pre-owned home sales is primarily the result of a 14.4 percent increase in average selling price in the three months ended March 31, 2019 as compared to the same period in 2018.
The following table reflects certain financial and other information for our Rental Program as of and for the three months ended September 30, 2017March 31, 2019 and 20162018 (in thousands, except for statistical information):
| | | | Three Months Ended September 30, | | | | | | Three Months Ended March 31, | | | | |
Financial Information | | 2017 | | 2016 | | Change | | % Change | | 2019 | | 2018 | | Change | | % Change |
Revenues: | | | | | | | | | |
Rental home revenue | | $ | 12,757 |
| | $ | 12,031 |
| | $ | 726 |
| | 6.0 | % | | $ | 13,971 |
| | $ | 13,020 |
| | $ | 951 |
| | 7.3 | % |
Site rent from Rental Program (1) | | 16,078 |
| | 15,532 |
| | 546 |
| | 3.5 | % | | 16,878 |
| | 16,309 |
| | 569 |
| | 3.5 | % |
Rental Program revenue | | 28,835 |
| | 27,563 |
| | 1,272 |
| | 4.6 | % | | 30,849 |
| | 29,329 |
| | 1,520 |
| | 5.2 | % |
Expenses | | | | | | | | | |
Commissions | | 891 |
| | 551 |
| | 340 |
| | 61.7 | % | |
Expenses: | | | | | | | | | |
Repairs and refurbishment | | 3,306 |
| | 3,349 |
| | (43 | ) | | (1.3 | )% | | 2,304 |
| | 2,314 |
| | (10 | ) | | (0.4 | )% |
Taxes and insurance | | 1,546 |
| | 1,446 |
| | 100 |
| | 6.9 | % | | 1,864 |
| | 1,546 |
| | 318 |
| | 20.6 | % |
Marketing and other | | 1,032 |
| | 1,004 |
| | 28 |
| | 2.8 | % | |
Other | | | 620 |
| | 1,367 |
| | (747 | ) | | (54.6 | )% |
Rental Program operating and maintenance | | 6,775 |
| | 6,350 |
| | 425 |
| | 6.7 | % | | 4,788 |
| | 5,227 |
| | (439 | ) | | (8.4 | )% |
Rental Program NOI | | $ | 22,060 |
| | $ | 21,213 |
| | $ | 847 |
| | 4.0 | % | | $ | 26,061 |
| | $ | 24,102 |
| | $ | 1,959 |
| | 8.1 | % |
| | | | | | | | | | | | | | | | |
Other Information | | | | | | | | | | | | | | | | |
Number of occupied rentals, end of period | | 10,960 |
| | 10,797 |
| | 163 |
| | 1.5 | % | | 11,170 |
| | 11,074 |
| | 96 |
| | 0.9 | % |
Investment in occupied rental homes, end of period | | $ | 482,591 |
| | $ | 453,521 |
| | $ | 29,070 |
| | 6.4 | % | | $ | 547,844 |
| | $ | 504,402 |
| | $ | 43,442 |
| | 8.6 | % |
Number of sold rental homes | | 286 |
| | 286 |
| | — |
| | — | % | | 210 |
| | 234 |
| | (24 | ) | | (10.3 | )% |
Weighted average monthly rental rate, end of period | | $ | 908 |
| | $ | 879 |
| | $ | 29 |
| | 3.3 | % | | $ | 963 |
| | $ | 913 |
| | $ | 50 |
| | 5.5 | % |
| |
(1) | The renter’s monthly payment includes the site rent and an amount attributable to the leasing of the home.rental home lease. The site rent is reflected in the Real Property Operations segment. For purposes of management analysis, the site rent is included in the Rental Program revenue to evaluate the incremental revenue gains associated with implementation of the Rental Program, and assess the overall growth and performance of the Rental Program and financial impact to our operations. |
Rental programProgram NOI increased 4.0by 8.1 percent for the three months ended March 31, 2019 as compared to the same period in 2018. The increase is due to an increase in Rental Program revenues of 4.65.2 percent, or $1.3$1.5 million, partially offset by an increase in operating and maintenance expenses of 6.7 percent, or $0.4 million. The increase in revenueswhich is primarily attributable to a 3.35.5 percent increase in the weighted average monthly rental rate, andcombined with a 1.5 percent increase in the number of occupied rentals. The increase in operating and maintenance expensesdecrease of $0.4 million is primarily the result of increased commissions and increased taxes and insurance expenditures in the three months ended September 30, 2017 as compared to the same period in 2016.expenses.
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 three months ended September 30, 2017 and 2016 (in thousands, except for average selling prices and statistical information):
|
| | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | | |
Financial Information | | 2017 | | 2016 | | Change | | % Change |
New home sales | | $ | 10,331 |
| | $ | 9,391 |
| | $ | 940 |
| | 10.0 | % |
Pre-owned home sales | | 22,866 |
| | 21,820 |
| | 1,046 |
| | 4.8 | % |
Revenue from home sales | | 33,197 |
| | 31,211 |
| | 1,986 |
| | 6.4 | % |
| | | | | | | | |
New home cost of sales | | 8,699 |
| | 7,896 |
| | 803 |
| | 10.2 | % |
Pre-owned home cost of sales | | 16,395 |
| | 14,039 |
| | 2,356 |
| | 16.8 | % |
Cost of home sales | | 25,094 |
| | 21,935 |
| | 3,159 |
| | 14.4 | % |
NOI / Gross profit | | $ | 8,103 |
| | $ | 9,276 |
| | $ | (1,173 | ) | | (12.7 | )% |
| | | | | | | | |
Gross profit – new homes | | $ | 1,632 |
|
| $ | 1,495 |
| | $ | 137 |
| | 9.2 | % |
Gross margin % – new homes | | 15.8 | % |
| 15.9 | % | | (0.1 | )% | |
|
|
Average selling price – new homes | | $ | 101,284 |
|
| $ | 90,298 |
| | $ | 10,986 |
| | 12.2 | % |
| |
|
|
|
|
| | | | |
Gross profit – pre-owned homes | | $ | 6,471 |
|
| $ | 7,781 |
| | $ | (1,310 | ) | | (16.8 | )% |
Gross margin % – pre-owned homes | | 28.3 | % |
| 35.7 | % | | (7.4 | )% | |
|
|
Average selling price – pre-owned homes | | $ | 32,526 |
|
| $ | 27,585 |
| | $ | 4,941 |
| | 17.9 | % |
| | | | | | | | |
Statistical Information | | | | | | | | |
Home sales volume: | | | | | | | | |
New home sales | | 102 |
|
| 104 |
| | (2 | ) | | (1.9 | )% |
Pre-owned home sales | | 703 |
|
| 791 |
| | (88 | ) | | (11.1 | )% |
Total homes sold | | 805 |
| | 895 |
| | (90 | ) | | (10.1 | )% |
Gross profit on new home sales increased by 9.2 percent, primarily as a result of a 12.2 percent increase in the average selling price of news homes, partially offset by a 1.9 percent decrease in new home sales volumes.
Gross profit on pre-owned home sales decreased by 16.8 percent, primarily as a result of a 11.1 percent decrease in pre-owned home sales volumes as compared to the third quarter of 2016, which had elevated sales due to extensive inventory purchased in the Carefree acquisition.
OTHER ITEMS - STATEMENTS OF OPERATIONS
The following table summarizes other income and expenses for the three months ended September 30, 2017March 31, 2019 and 20162018 (amounts in thousands):
| | | | Three Months Ended September 30, | | | | | | Three Months Ended March 31, | | | | |
| | 2017 | | 2016 | | Change | | % Change | | 2019 | | 2018 | | Change | | % Change |
Ancillary revenues, net | | $ | 7,024 |
| | $ | 6,997 |
| | $ | 27 |
| | 0.4 | % | | $ | 1,381 |
| | $ | 1,185 |
| | $ | 196 |
| | 16.5 | % |
Interest income | | $ | 5,920 |
| | $ | 4,705 |
| | $ | 1,215 |
| | 25.8 | % | | $ | 4,800 |
| | $ | 5,316 |
| | $ | (516 | ) | | (9.7 | )% |
Brokerage commissions and other revenues, net | | $ | 1,091 |
| | $ | 984 |
| | $ | 107 |
| | 10.9 | % | | $ | 3,680 |
| | $ | 960 |
| | $ | 2,720 |
| | 283.3 | % |
Home selling expenses | | $ | 3,290 |
| | $ | 2,643 |
| | $ | 647 |
| | 24.5 | % | | $ | 3,324 |
| | $ | 3,290 |
| | $ | 34 |
| | 1.0 | % |
General and administrative expenses | | $ | 18,267 |
| | $ | 16,575 |
| | $ | 1,692 |
| | 10.2 | % | | $ | 21,887 |
| | $ | 19,757 |
| | $ | 2,130 |
| | 10.8 | % |
Transaction costs | | $ | 2,167 |
| | $ | 4,191 |
| | $ | (2,024 | ) | | (48.3 | )% | |
Depreciation and amortization | | $ | 64,232 |
| | $ | 61,483 |
| | $ | 2,749 |
| | 4.5 | % | | $ | 76,556 |
| | $ | 66,437 |
| | $ | 10,119 |
| | 15.2 | % |
Loss on extinguishment of debt | | | $ | 653 |
| | $ | 196 |
| | $ | 457 |
| | 233.2 | % |
Interest expense | | $ | 32,875 |
| | $ | 34,589 |
| | $ | (1,714 | ) | | (5.0 | )% | | $ | 35,108 |
| | $ | 31,757 |
| | $ | 3,351 |
| | 10.6 | % |
Catastrophic weather related charges | | $ | 7,756 |
| | $ | — |
| | $ | 7,756 |
| | N/A |
| |
Other income, net | | $ | 3,345 |
| | $ | — |
| | $ | 3,345 |
| | N/A |
| |
Current tax benefit / (expense) | | $ | 38 |
| | $ | (283 | ) | | $ | 321 |
| | 113.4 | % | |
Catastrophic weather related charges, net | | | $ | 782 |
| | $ | (2,213 | ) | | $ | 2,995 |
| | (135.3 | )% |
Other income / (expense), net | | | $ | 1,898 |
| | $ | (2,617 | ) | | $ | 4,515 |
| | 172.5 | % |
Income / (loss) from nonconsolidated affiliates | | | $ | 344 |
| | $ | (59 | ) | | $ | 403 |
| | 683.1 | % |
Current tax expense | | | $ | (214 | ) | | $ | (174 | ) | | $ | (40 | ) | | (23.0 | )% |
Deferred tax benefit | | $ | 81 |
| | $ | — |
| | $ | 81 |
| | N/A |
| | $ | 217 |
| | $ | 347 |
| | $ | (130 | ) | | (37.5 | )% |
Income from affiliate transactions | | $ | — |
| | $ | 500 |
| | (500 | ) | | 100.0 | % | |
Interest income -for the three months ended September 30, 2017, increasedMarch 31, 2019, decreased primarily due to an increase in our installment notes receivables, partially offset by a decrease in our collateralizedinterest bearing receivables as compared to September 30, 2016.
Home selling expenses increased primarily due to increased commissions on home sales in the three months ended September 30, 2017, as compared to the same period in 2016. Homes sold during the three months ended September 30, 2017 had higher average selling prices than in the same period in 2016, which resulted in higher commissions.
General and administrative expenses increased primarily due to additional employee related costs as headcount increased in connection with our growth through acquisitions.
Transaction costs relate to diligence and other expenses incurred in connection with our acquisitions. These costs were lower in the three months ended September 30, 2017 as compared to the same period in 2016, due to the acquisition of Carefree in June 2016.2018. Refer to Note 2, “Real Estate Acquisitions,4, “Collateralized Receivables and Transfers of Financial Assets,” in our accompanying Consolidated Financial Statements for additional information.
Depreciation and amortization increased as a result of our acquisitions in 2017Note 5, “Notes and the three months ended December 31, 2016. Refer to Note 2, "Real Estate Acquisitions,"Other Receivables” of our accompanying Consolidated Financial Statements for additional information.
Interest expense decreasedBrokerage commissions and other revenues, net - for the three months ended March 31, 2019, increased primarily due to repaymentan increase in dividend income of all borrowings on our revolving loan and term loan under our Previous Facility during$0.9 million for the three months ended June 30, 2017.March 31, 2019, primarily due to our investment in marketable securities, as compared to the same period in 2018, in addition to $0.4 million in business interruption insurance proceeds related to Hurricane Irma.
General and administrative expenses - for the three months ended March 31, 2019, increased primarily due to an increase in wages, taxes,incentives and deferred compensation expenses as compared to the same period in 2018.
Depreciation and amortization - increased as a result of our recent property acquisitions and ongoing expansion and development activities. Refer to Note 7,3, “Real Estate Acquisitions” of our accompanying Consolidated Financial Statements for additional information.
Interest Expense - for the three months ended March 31, 2019, increased primarily due to an increase in mortgage loans outstanding and a higher line of credit balance for the quarter ended March 31, 2019 as compared to 2018. Refer to Note 9, “Debt and Lines of Credit,” in our accompanying Consolidated Financial Statements for additional information.
Catastrophic weather related charges, net - On In September 10, 2017, Hurricane Irma hit Florida as a Category 4 hurricane and impacted 121 of our communities in Florida and three in Georgia. We recognized charges totaling $23.1 million comprised of $12.7 million for debris and tree removal, common area repairs and minor flooding damage, as well as $10.4 million for impaired assets at three communities containing 190 total sites located in the Florida Keys. These charges, which include management’s best estimate of the total repair expense the Company will incur, were partially offset by estimated insurance recoveries of $15.3 million. The net charges of $7.8 million have been classified as “Catastrophic weather related charges” in the Consolidated Statements of Operations in our accompanying Consolidated Financial Statements. Expected insurance recoveries for loss of revenue and redevelopment costs greater than the impairment charge related to the three Florida Key communities cannot be estimated at this time and are excluded from the insurance recovery estimate recorded at September 30, 2017. The Company maintains property, casualty, flood and business interruption insurance for its community portfolio, subject to customary deductibles and limits.
Other income, net forDuring the three months ended September 30, 2017, isMarch 31, 2018, we recorded a $2.2 million net favorable adjustment primarily as a result of incremental losses where deductibles were previously met, and refinements to previous recovery estimates as damage losses were attributed to specific asset deductible categories.
Other income / (expense), net - in the three months ended March 31, 2019, was primarily comprised of a foreign currency translation gain of $3.4$2.0 million partially offset by a contingent liability re-measurement of $0.1 million.
Income from affiliate transactions million, as compared to a foreign currency translation loss of $0.5$2.5 million in the three months ended September 30, 2016, was due to the sale of our entire interest in Origen Financial, Inc. (“Origen”). Prior to the sale, the carrying value of our investment in Origen was zero.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
SUMMARY STATEMENTS OF OPERATIONS
The following table summarizes our consolidated financial results and reconciles net income to NOI for the nine months ended September 30, 2017 and 2016 (in thousands):
|
| | | | | | | | |
| | Nine Months Ended September 30, |
| | 2017 | | 2016 |
Net income attributable to Sun Communities, Inc., common stockholders: | | 57,583 |
| | 18,969 |
|
Other revenues | | (18,587 | ) | | (15,459 | ) |
Home selling expenses | | 9,391 |
| | 7,240 |
|
General and administrative | | 56,188 |
| | 46,910 |
|
Transaction costs | | 6,990 |
| | 27,891 |
|
Depreciation and amortization | | 189,719 |
| | 159,565 |
|
Extinguishment of debt | | 759 |
| | — |
|
Interest expense | | 98,126 |
| | 90,885 |
|
Catastrophic weather related charges | | 8,124 |
| | — |
|
Other income, net | | (5,340 | ) | | — |
|
Current tax expense | | 133 |
| | 567 |
|
Deferred tax benefit | | (745 | ) | | — |
|
Income from affiliate transactions | | — |
| | (500 | ) |
Preferred return to preferred OP units | | 3,482 |
| | 3,793 |
|
Amounts attributable to noncontrolling interests | | 4,179 |
| | 460 |
|
Preferred stock distributions | | 6,233 |
| | 6,748 |
|
NOI / Gross profit | | $ | 416,235 |
| | $ | 347,069 |
|
|
| | | | | | | | |
| | Nine Months Ended September 30, |
| | 2017 | | 2016 |
Real Property NOI | | $ | 361,595 |
| | $ | 296,081 |
|
Rental Program NOI | | 68,759 |
| | 64,223 |
|
Home Sales NOI / Gross profit | | 23,320 |
| | 23,184 |
|
Ancillary NOI / Gross profit | | 10,367 |
| | 9,745 |
|
Site rent from Rental Program (included in Real Property NOI) (1) | | (47,806 | ) | | (46,164 | ) |
NOI / Gross profit | | $ | 416,235 |
| | $ | 347,069 |
|
(1) The renter’s monthly payment includes the site rent and an amount attributable to the leasing of the home. The site rent is reflected in the Real Property Operations segment. For purposes of management analysis, the site rent is included in the Rental Program revenue to evaluate the incremental revenue gains associated with implementation of the Rental Program, and to assess the overall growth and performance of Rental Program and financial impact on our operations.
REAL PROPERTY OPERATIONS – TOTAL PORTFOLIO
The following tables reflect certain financial and other information for our Total Portfolio as of and for the nine months ended September 30, 2017 and 2016:
|
| | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | | | |
Financial Information (in thousands) | | 2017 | | 2016 | | Change | | % Change |
Income from Real Property | | $ | 560,778 |
| | $ | 453,560 |
| | $ | 107,218 |
| | 23.6 | % |
Property operating expenses: | | | | | | | | |
Payroll and benefits | | 51,140 |
| | 40,572 |
| | 10,568 |
| | 26.1 | % |
Legal, taxes, and insurance | | 5,339 |
| | 4,387 |
| | 952 |
| | 21.7 | % |
Utilities | | 63,641 |
| | 48,841 |
| | 14,800 |
| | 30.3 | % |
Supplies and repair | | 19,712 |
| | 15,074 |
| | 4,638 |
| | 30.8 | % |
Other | | 20,029 |
| | 16,483 |
| | 3,546 |
| | 21.5 | % |
Real estate taxes | | 39,322 |
| | 32,122 |
| | 7,200 |
| | 22.4 | % |
Property operating expenses | | 199,183 |
| | 157,479 |
| | 41,704 |
| | 26.5 | % |
Real Property NOI | | $ | 361,595 |
| | $ | 296,081 |
| | $ | 65,514 |
| | 22.1 | % |
|
| | | | | | | | | | | | |
| | As of September 30, | | |
Other Information | | 2017 | | 2016 | | Change |
Number of properties | | 348 |
| | 339 |
| | 9 |
|
| | | | | | |
MH occupancy | | 95.2 | % | | | | |
RV occupancy | | 100.0 | % | | | | |
MH & RV blended occupancy (1) | | 96.2 | % | | 96.2 | % | | — | % |
| | | | | | |
Sites available for development | | 10,389 |
| | 10,425 |
| | (36 | ) |
| | | | | | |
Monthly base rent per site - MH | | $ | 528 |
| | $ | 511 |
| | $ | 17 |
|
Monthly base rent per site - RV (2) | | $ | 430 |
| | $ | 419 |
| | $ | 11 |
|
Monthly base rent per site - Total | | $ | 507 |
| | $ | 491 |
| | $ | 16 |
|
| |
(1)
| Overall occupancy (%) includes MH and annual RV sites, and excludes transient RV sites. |
| |
(2)
| Weighted average rent pertains to annual RV sites and excludes transient RV sites. |
The $65.5 million increase in Real Property NOI consists of $47.0 million from newly acquired properties and $18.5 million from Same Communities as detailed below.
REAL PROPERTY OPERATIONS – SAME COMMUNITY
The following tables reflect certain financial and other information for our Same Communities as of and for the nine months ended September 30, 2017 and 2016:
|
| | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | | | |
Financial Information (in thousands) | | 2017 | | 2016 | | Change | | % Change |
Income from real property | | $ | 404,353 |
|
| $ | 381,979 |
| | $ | 22,374 |
| | 5.9 | % |
Property operating expenses: | | | | | | | | |
Payroll and benefits | | 34,780 |
|
| 33,407 |
| | 1,373 |
| | 4.1 | % |
Legal, taxes, and insurance | | 4,073 |
|
| 3,895 |
| | 178 |
| | 4.6 | % |
Utilities | | 22,905 |
|
| 22,082 |
| | 823 |
| | 3.7 | % |
Supplies and repair | | 14,712 |
|
| 14,474 |
| | 238 |
| | 1.6 | % |
Other | | 10,550 |
|
| 10,412 |
| | 138 |
| | 1.3 | % |
Real estate taxes | | 29,104 |
|
| 27,943 |
| | 1,161 |
| | 4.2 | % |
Property operating expenses | | 116,124 |
| | 112,213 |
| | 3,911 |
| | 3.5 | % |
Real Property NOI | | $ | 288,229 |
| | $ | 269,766 |
| | $ | 18,463 |
| | 6.8 | % |
|
| | | | | | | | | | | | |
| | As of September 30, | | |
Other Information | | 2017 | | 2016 | | Change |
Number of properties | | 231 |
| | 231 |
| | — |
|
| | | | | | |
MH occupancy (1) | | 96.7 | % | | | | |
RV occupancy (1) | | 100.0 | % | | | | |
MH & RV blended occupancy (1) (2) | | 97.2 | % | | 95.6 | % | | 1.6 | % |
| | | | | | |
Sites available for development | | 6,003 |
| | 7,177 |
| | (1,174 | ) |
| | | | | | |
Monthly base rent per site - MH | | $ | 514 |
| | $ | 497 |
| | $ | 17 |
|
Monthly base rent per site - RV (3) | | $ | 448 |
| | $ | 433 |
| | $ | 15 |
|
Monthly base rent per site - Total | | $ | 506 |
| | $ | 489 |
| | $ | 17 |
|
| |
(1)
| The occupancy percentage includes MH and annual RV sites, and excludes recently completed but vacant expansion sites and transient RV sites. |
| |
(2)
| The occupancy percentage for 2016 has been adjusted to reflect incremental growth period-over-period from filled expansion sites and the conversion of transient RV sites to annual RV sites. |
| |
(3)
| Monthly base rent pertains to annual RV sites and excludes transient RV sites. |
Real property NOI growth of 6.8 percent is primarily due to increased Income from real property of $22.4 million, or 5.9 percent. The 5.9 percent increase is attributable to the 1.6 percent increase in occupancy, 3.5 percent increase in total monthly base rent per site, and a 0.8 percent increase in transient and other revenue. This increase was partially offset by a $3.9contingent liability re-measurement of $0.1 million or 3.5 percent, increase in Property operating expenses, primarily attributable to increases in payroll and benefits expenses, and real estate taxes.
HOME SALES AND RENTALS
The following table reflects certain financial and other information for our Rental Program as of and for the nine months ended September 30, 2017 and 2016 (in thousands, except for statistical information):
|
| | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | | | |
Financial Information | | 2017 | | 2016 | | Change | | % Change |
Rental home revenue | | $ | 37,774 |
| | $ | 35,696 |
| | $ | 2,078 |
| | 5.8 | % |
Site rent from Rental Program (1) | | 47,806 |
| | 46,164 |
| | 1,642 |
| | 3.6 | % |
Rental Program revenue | | 85,580 |
| | 81,860 |
| | 3,720 |
| | 4.5 | % |
Expenses | | | | | | | | |
Commissions | | 1,902 |
| | 1,710 |
| | 192 |
| | 11.2 | % |
Repairs and refurbishment | | 7,950 |
| | 9,288 |
| | (1,338 | ) | | (14.4 | )% |
Taxes and insurance | | 4,489 |
| | 4,178 |
| | 311 |
| | 7.4 | % |
Marketing and other | | 2,480 |
| | 2,461 |
| | 19 |
| | 0.8 | % |
Rental Program operating and maintenance | | 16,821 |
| | 17,637 |
| | (816 | ) | | (4.6 | )% |
Rental Program NOI | | $ | 68,759 |
| | $ | 64,223 |
| | $ | 4,536 |
| | 7.1 | % |
| | | | | | | | |
Other Information | | | | | | | | |
Number of occupied rentals, end of period | | 10,960 |
| | 10,797 |
| | 163 |
| | 1.5 | % |
Investment in occupied rental homes, end of period | | $ | 482,591 |
| | $ | 453,521 |
| | $ | 29,070 |
| | 6.4 | % |
Number of sold rental homes | | 828 |
| | 858 |
| | (30 | ) | | (3.5 | )% |
Weighted average monthly rental rate, end of period | | $ | 908 |
| | $ | 879 |
| | $ | 29 |
| | 3.3 | % |
| |
(1)
| The renter’s monthly payment includes the site rent and an amount attributable to the leasing of the home. The site rent is reflected in the Real Property Operations segment. For purposes of management analysis, the site rent is included in the Rental Program revenue to evaluate the incremental revenue gains associated with implementation of the Rental Program, and assess the overall growth and performance of the Rental Program and financial impact to our operations. |
Rental program NOI increased 7.1 percent due to an increase in revenues of 4.5 percent, or $3.7 million, combined with a decrease in operating and maintenance expenses of 4.6 percent, or $0.8 million. The increase in revenues is attributable to a 3.3 percent increase in the weighted average monthly rental rate and a 1.5 percent increase in the number of occupied rentals. The decrease in operating and maintenance expenses of $0.8 million is primarily the result of decreased repairs and refurbishment partially offset by increased taxes and insurance and commissions in the nine months ended September 30, 2017 as compared toduring the same period in 2016.2018.
The following table reflects certain financial and statistical information for our Home Sales Program for the nine months ended September 30, 2017 and 2016 (in thousands, except for average selling prices and statistical information):
|
| | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | | | |
Financial Information | | 2017 | | 2016 | | Change | | % Change |
New home sales | | $ | 24,760 |
| | $ | 20,472 |
| | $ | 4,288 |
| | 21.0 | % |
Pre-owned home sales | | 66,559 |
| | 61,515 |
| | 5,044 |
| | 8.2 | % |
Revenue from homes sales | | 91,319 |
| | 81,987 |
| | 9,332 |
| | 11.4 | % |
| | | | | | | | |
New home cost of sales | | 21,044 |
| | 17,513 |
| | 3,531 |
| | 20.2 | % |
Pre-owned home cost of sales | | 46,955 |
| | 41,290 |
| | 5,665 |
| | 13.7 | % |
Cost of home sales | | 67,999 |
| | 58,803 |
| | 9,196 |
| | 15.6 | % |
NOI / Gross profit | | $ | 23,320 |
| | $ | 23,184 |
| | $ | 136 |
| | 0.6 | % |
| | | | | | | | |
Gross profit – new homes | | $ | 3,716 |
| | $ | 2,959 |
| | $ | 757 |
| | 25.6 | % |
Gross margin % – new homes | | 15.0 | % |
| 14.5 | % | | 0.5 | % | |
|
|
Average selling price – new homes | | $ | 95,598 |
|
| $ | 89,397 |
| | $ | 6,201 |
| | 6.9 | % |
| | | | | | | | |
Gross profit – pre-owned homes | | $ | 19,604 |
| | $ | 20,225 |
| | $ | (621 | ) | | (3.1 | )% |
Gross margin % – pre-owned homes | | 29.5 | % |
| 32.9 | % | | (3.4 | )% | |
|
|
Average selling price – pre-owned homes | | $ | 30,630 |
|
| $ | 28,205 |
| | $ | 2,425 |
| | 8.6 | % |
| | | | | | | | |
Statistical Information | | | | | | | | |
Home sales volume: | | | | | | | | |
New home sales | | 259 |
| | 229 |
| | 30 |
| | 13.1 | % |
Pre-owned home sales | | 2,173 |
| | 2,181 |
| | (8 | ) | | (0.4 | )% |
Total homes sold | | 2,432 |
| | 2,410 |
| | 22 |
| | 0.9 | % |
Gross profit on new home sales increased 25.6 percent in the nine months ended September 30, 2017, as compared to the same period in 2016. This increase is primarily the result of a 13.1 percent increase in new home sales volumes combined with a 6.9 percent increase in the average selling price of new homes.
Gross profit on pre-owned home sales decreased 3.1 percent due to lower margins.
OTHER ITEMS - STATEMENTS OF OPERATIONS
The following table summarizes other income and expenses for the nine months ended September 30, 2017 and 2016 (amounts in thousands):
|
| | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | | | |
| | 2017 | | 2016 | | Change | | % Change |
Ancillary revenues, net | | $ | 10,367 |
| | $ | 9,745 |
| | $ | 622 |
| | 6.4 | % |
Interest income | | $ | 15,609 |
| | $ | 13,322 |
| | 2,287 |
| | 17.2 | % |
Brokerage commissions and other revenues, net | | $ | 2,978 |
| | $ | 2,137 |
| | 841 |
| | 39.4 | % |
Home selling expenses | | $ | 9,391 |
| | $ | 7,240 |
| | 2,151 |
| | 29.7 | % |
General and administrative expenses | | $ | 56,188 |
| | $ | 46,910 |
| | 9,278 |
| | 19.8 | % |
Transaction costs | | $ | 6,990 |
| | $ | 27,891 |
| | (20,901 | ) | | (74.9 | )% |
Depreciation and amortization | | $ | 189,719 |
| | $ | 159,565 |
| | 30,154 |
| | 18.9 | % |
Extinguishment of debt | | $ | 759 |
| | $ | — |
| | 759 |
| | N/A |
|
Interest expense | | $ | 98,126 |
| | $ | 90,885 |
| | 7,241 |
| | 8.0 | % |
Catastrophic weather related charges | | $ | 8,124 |
| | $ | — |
| | 8,124 |
| | N/A |
|
Other income, net | | $ | 5,340 |
| | $ | — |
| | 5,340 |
| | N/A |
|
Current tax expense | | $ | (133 | ) | | $ | (567 | ) | | 434 |
| | 76.5 | % |
Deferred tax benefit | | $ | 745 |
| | $ | — |
| | 745 |
| | N/A |
|
Income from affiliate transactions | | $ | — |
| | $ | 500 |
| | (500 | ) | | 100.0 | % |
Ancillary revenues, net increased primarily due to an increase in RV vacation rental income in the nine months ended September 30, 2017, as compared to the same period in 2016.
Interest income for the nine months ended September 30, 2017, increased primarily due to an increase in our installment notes receivables, partially offset by a decrease in our collateralized receivables, as compared to September 30, 2016.
Brokerage commissions and other revenues increased primarily due to a higher number of brokered homes sold in the nine months ended September 30, 2017, as compared to the same period in 2016.
Home selling expenses increased primarily due to increased commissions on home sales in the nine months ended September 30, 2017 as compared to the same period in 2016. There was a higher volume of new homes sold, coupled with higher average selling prices for both new and used, in the nine months ended September 30, 2017, as compared to the same period in 2016, which resulted in higher commissions.
General and administrativeexpenses increased primarily due to additional employee related costs as headcount increased in connection with our growth through acquisitions.
Transaction costs relate to diligence and other expenses incurred in connection with our acquisitions. These costs were significantly lower in the nine months ended September 30, 2017, as compared to the same period in 2016, due to the acquisition of Carefree in June 2016. Refer to Note 2, “Real Estate Acquisitions,” in our accompanying Consolidated Financial Statements for additional information.
Depreciation and amortizationexpenses increased as a result of our acquisition of Carefree in June 2016, and other acquisitions. Refer to Note 2, “Real Estate Acquisitions,” of our accompanying Consolidated Financial Statements for additional information.
Extinguishment of debt for the nine months ended September 30, 2017, is comprised of $0.5 million in connection with defeasement of an $18.9 million collateralized term loan and $0.3 million in connection with repayment of a $3.9 million collateralized term loan. Refer to Note 7, “Debt and Lines of Credit,” in our accompanying Consolidated Financial Statements for additional information.
Interest expense increased primarily due to incremental borrowings of $338.0 million, $405.0 million and $197.5 million in connection with our Fannie Mae Financing, NML Financing and Freddie Mac Financing arrangements, respectively. Refer to Note 7, “Debt and Lines of Credit,” in our accompanying Consolidated Financial Statements for additional information.
Catastrophic weather related charges - refer above to Results of Operations - Other Items - Statements of Operations for the three months ended September 30, 2017.
Other income, net for the nine months ended September 30, 2017, is comprised of a foreign currency translation gain of $6.4 million, partially offset by contingent liability re-measurement of $1.1 million.
Deferred tax benefit for the nine months ended September 30, 2017, was recognized in connection with certain of our communities acquired in the Carefree transaction that are subject to Canadian income tax. Refer to Note 11, “Income Taxes,” in our accompanying Consolidated Financial Statements for additional information.
Income from affiliate transactions of $0.5 million in the nine months ended September 30, 2016, was due to the sale of our entire interest in Origen Financial, Inc. (“Origen”). Prior to the sale, the carrying value of our investment in Origen was zero.
FUNDS FROM OPERATIONS
The following table reconciles net income to FFO data for diluted purposes for the three and nine months ended September 30, 2017March 31, 2019 and 20162018 (in thousands, except per share amounts):
| | | Three Months Ended September 30, | | Nine Months Ended September 30, | Three Months Ended March 31, |
| 2017 | | 2016 | | 2017 | | 2016 | 2019 | | 2018 |
Net income attributable to Sun Communities, Inc. common stockholders | $ | 24,115 |
| | $ | 18,897 |
| | $ | 57,583 |
| | $ | 18,969 |
| |
Net income attributable to Sun Communities, Inc. common stockholders: | | $ | 34,331 |
| | $ | 29,986 |
|
Adjustments: | | | | | | | | | | |
Depreciation and amortization | 64,484 |
| | 61,809 |
| | 190,143 |
| | 159,225 |
| 76,712 |
| | 66,646 |
|
Remeasurement of marketable securities | | (267 | ) | | — |
|
Amounts attributable to noncontrolling interests | 1,608 |
| | 685 |
| | 3,710 |
| | 255 |
| 723 |
| | 1,889 |
|
Preferred return to preferred OP units | 578 |
| | 616 |
| | 1,750 |
| | 1,858 |
| 527 |
| | 553 |
|
Preferred distribution to Series A-4 preferred stock | 441 |
| | 683 |
| | 1,666 |
| | — |
| 432 |
| | 441 |
|
Gain on disposition of assets, net | (4,309 | ) | | (4,667 | ) | | (11,342 | ) | | (12,226 | ) | (5,679 | ) | | (4,539 | ) |
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities (1)
| 86,917 |
| | 78,023 |
| | 243,510 |
| | 168,081 |
| 106,779 |
| | 94,976 |
|
Adjustments: | | | | | | | | | | |
Transaction costs | 2,167 |
| | 4,191 |
| | 6,990 |
| | 27,891 |
| |
Other acquisition related costs (2) | 343 |
| | 1,467 |
| | 2,712 |
| | 1,467 |
| 160 |
| | 135 |
|
Extinguishment of debt | — |
| | — |
| | 759 |
| | — |
| |
Catastrophic weather related charges | 7,756 |
| | — |
| | 8,124 |
| | — |
| |
Other income, net | (3,345 | ) | | — |
| | (5,340 | ) | | — |
| |
Income from affiliate transactions | — |
| | (500 | ) | | — |
| | (500 | ) | |
Loss on extinguishment of debt | | 653 |
| | 196 |
|
Catastrophic weather related charges, net | | 782 |
| | (2,213 | ) |
Loss of earnings - catastrophic weather related (3) | | — |
| | 325 |
|
Other (income) / expense, net | | (1,898 | ) | | 2,617 |
|
Debt premium write-off | — |
| | — |
| | (438 | ) | | — |
| — |
| | (782 | ) |
Deferred tax benefit | (81 | ) | | — |
| | (745 | ) | | — |
| (217 | ) | | (347 | ) |
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities excluding certain items (1) | $ | 93,757 |
| | $ | 83,181 |
| | $ | 255,572 |
| | $ | 196,939 |
| |
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible(1) | | $ | 106,259 |
| | $ | 94,907 |
|
| | | | | | | | | | |
Weighted average common shares outstanding - basic: | 78,369 |
| | 68,655 |
| | 75,234 |
| | 63,716 |
| 85,520 |
| | 78,855 |
|
Add: | | | | | | | | | | |
Common stock issuable upon conversion of stock options | 2 |
| | 8 |
| | 2 |
| | 10 |
| 1 |
| | 2 |
|
Restricted stock | 437 |
| | 406 |
| | 610 |
| | 437 |
| 512 |
| | 607 |
|
Common OP units | 2,761 |
| | 2,856 |
| | 2,758 |
| | 2,861 |
| 2,722 |
| | 2,741 |
|
Common stock issuable upon conversion of Series A-4 preferred stock | | 472 |
| | 482 |
|
Common stock issuable upon conversion of Series A-3 preferred OP units | | 75 |
| | 75 |
|
Common stock issuable upon conversion of Series A-1 preferred OP units | 858 |
| | 920 |
| | 877 |
| | 932 |
| 803 |
| | 836 |
|
Common stock issuable upon conversion of Series A-3 preferred OP units | 75 |
| | 75 |
| | 75 |
| | 75 |
| |
Common stock issuable upon conversion of Series A-4 preferred stock | 482 |
| | 747 |
| | 620 |
| | — |
| |
Weighted average common shares outstanding - fully diluted | 82,984 |
| | 73,667 |
| | 80,176 |
| | 68,031 |
| 90,105 |
| | 83,598 |
|
| | | | | | | | | | |
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted
| $ | 1.05 |
| | $ | 1.06 |
| | $ | 3.04 |
| | $ | 2.47 |
| $ | 1.19 |
| | $ | 1.14 |
|
FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share excluding certain items - fully diluted
| $ | 1.13 |
| | $ | 1.13 |
| | $ | 3.19 |
| | $ | 2.89 |
| |
Core FFO attributable to Sun Communities, Inc. common stockholders and dilutive convertible securities per share - fully diluted | | $ | 1.18 |
| | $ | 1.14 |
|
(1) The effect of certain anti-dilutive convertible securities is excluded from these items.
| |
(2) | These costs represent first yearthe expenses incurred to bring recently acquired properties up to the Company'sour operating standards, including items such as tree trimming and painting costs that diddo not meet the Company'sour capitalization policy. |
| |
(3) | Adjustment represents estimated loss of earnings in excess of the applicable business interruption deductible in relation to our three Florida Keys communities that were impaired by Hurricane Irma which had not yet been received from our insurer. |
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, property acquisitions, capital improvement of properties, the purchase of new and pre-owned homes, property acquisitions, development and expansion of properties, and debt repayment.
During the nine months ended September 30, 2017, we acquired seven communities and one undeveloped parcel of land. See Note 2, “Real Estate Acquisitions”in our accompanying Consolidated Financial Statements for additional information regarding our acquisitions in 2017. Subject to market conditions, we intend to continue to look foridentify opportunities to expand our development pipeline and acquire existing communities. We finance the acquisitions through available cash, secured financing, draws on our lines of credit, the assumption of existing debt on properties, and the issuance of certain equity securities. We will continue to evaluate acquisition opportunities that meet our criteriacriteria. Refer to Note 3, “Real Estate Acquisitions” in our accompanying Consolidated Financial Statements for acquisition.information regarding recent community acquisitions.
We also intend to continue to strengthen our capital and liquidity positions by focusing on our core fundamentals, which are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We intend to meet our liquidity requirements through available cash balances, cash flows generated from operations, draws on our lines of credit, facility, and the use of debt and equity offerings under our shelf registration statement. Refer to Note 7,9, “Debt and Lines of Credit” and Note 8,10, “Equity and Mezzanine Securities”Temporary Equity” in our accompanying Consolidated Financial Statements for additional information.
Our capital expenditures include expansion and development, lot modifications, recurring capital expenditures and rental home purchases. For the ninethree months ended September 30, 2017March 31, 2019 and 2016,2018, expansion and development activities of $55.9$51.2 million and $34.3$24.6 million, respectively, related to costs consisting primarily of construction of sites and other costs necessary to complete home site improvements.
For the ninethree months ended September 30, 2017March 31, 2019 and 2016,2018, lot modification expenditures were $18.1$5.6 million and $13.8$5.1 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 ninethree months ended September 30, 2017March 31, 2019 and 2016,2018, recurring capital expenditures of $12.6$5.3 million and $13.3$3.3 million, respectively, related to our continued commitment to the upkeep of our properties.
We invest in the acquisition of homes intended for the Rental Program. Expenditures for these investments depend upon market conditionsthe condition of the markets for repossessions and new home sales, repossessions andas 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 intended for sale or rent may be limited by cash received from third-party financing of our home sales, available manufactured home floor plan financing and working capital available on our lines of credit.
Our cash flow activities are summarized as follows (in thousands):
| | | | Nine Months Ended September 30, | Three Months Ended March 31, |
| | 2017 | | 2016 | 2019 | | 2018 |
Net Cash Provided by Operating Activities | | $ | 223,348 |
| | $ | 190,279 |
| $ | 103,141 |
| | $ | 80,905 |
|
Net Cash Used for Investing Activities | | $ | (267,685 | ) | | $ | (1,540,899 | ) | $ | (392,483 | ) | | $ | (68,518 | ) |
Net Cash Provided by Financing Activities | | $ | 173,368 |
| | $ | 1,375,470 |
| $ | 261,097 |
| | $ | (8,464 | ) |
Effect of Exchange Rate on Cash and Cash Equivalents | | $ | 253 |
| | $ | (107 | ) | |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | | $ | 158 |
| | $ | (8 | ) |
Cash, and cash equivalents increasedand restricted cash decreased by $129.2$28.1 million from $8.2$62.3 million as of December 31, 2016,2018, to $137.4$34.2 million as of September 30, 2017.March 31, 2019.
Operating Activities
Net cash provided by operating activities increased by $33.0$22.2 million from $190.3$80.9 million for the ninethree months ended September 30, 2016March 31, 2018 to $223.3$103.1 million for the ninethree months ended September 30, 2017.March 31, 2019.
Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things: (a) the market and economic conditions in our current markets generally, and specifically in metropolitan areas of our current markets; (b) lower occupancy and rental rates of our properties; (c) increased operating costs, such as wage and benefit costs, insurance premiums, real estate taxes and utilities, that cannot be passed on to our tenants; (d) decreased sales of manufactured homes; and (e) current volatility in economic conditions and the financial markets. See “Risk Factors” in Part I, Item 1A of our 20162018 Annual Report.
Investing Activities
Net cash used for investing activities was $267.7$392.5 million for the ninethree months ended September 30, 2017,March 31, 2019, compared to $1.5 billion$68.5 million for the ninethree months ended September 30, 2016.March 31, 2018. Refer to Note 2, “Real3, “Real Estate Acquisitions”Acquisitions” in our accompanying Consolidated Financial Statements for additional information.
Financing Activities
Net cash provided by financing activities was $173.4$261.1 million for the ninethree months ended September 30, 2017,March 31, 2019, compared to $1.4 billionnet cash provided by financing activities of $8.5 million for the ninethree months ended September 30, 2016.March 31, 2018. Refer to Note 7, “Debt9, “Debt and Lines of Credit”Credit” and Note 8,10, “Equity and Mezzanine Securities”Temporary Equity” in our accompanying Consolidated Financial Statements for additional information.
Financial Flexibility
In July 2017, we entered into a new Sales Agreementan at the market offering sales agreement (the “Sales Agreement”) with certain sales agents (collectively, the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of up to $450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold from time to time under the Sales Agreement. TheThrough March 31, 2019, we have sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement replaced our Prior Agreement, which had an aggregate offering price of up to $250.0 million.Agreement.
In April 2017, we entered intoamended and restated our credit agreement (the “A&R Credit Agreement”) with Citibank, N.A. (“Citibank”) and certain other lenders. Pursuant to the A&R Credit Agreement, we entered into a senior revolving credit facility with Citibank and certain other lenders for our A&R Facility, in the amount of $650.0 million, comprised of a $550.0 million revolving loan and a $100.0 million term loan (the “A&R Facility”). We repaid the term loan in full on September 7, 2018 and we are unable to reborrow on the term loan. The A&R Credit Agreement has a four-year term ending April 25, 2021, which can be extended for two additional six-month periods at our option, subject to the satisfaction of certain conditions as defined in the credit agreement.A&R Credit Agreement. The credit agreementA&R Credit Agreement also provides for, subject to the satisfaction of certain conditions, additional commitments in an amount not to exceed $350.0 million. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R Facility may be increased up to $1.0 billion.$900.0 million.
The A&R Facility bears interest at a floating rate based on the Eurodollar rate plus a margin that is determined based on our leverage ratio calculated in accordance with the credit agreement,A&R Credit Agreement, which margin can range from 1.35 percent to 2.20 percent for the revolving loan and 1.30 percent to 2.15 percent for the term loan. As of September 30, 2017,March 31, 2019, the margin based on our leverage ratio was 1.35 percent and 1.30 percent on the revolving and term loans, respectively.loan. We had no$393.0 million borrowings on the revolving loan or term
loan as of September 30, 2017, as total borrowings of $229.0 million were repaid with proceeds from our public equity offering during the quarter ended June 30, 2017. We may borrow up to $100.0 million on the term loan on or before June 1, 2018.March 31, 2019.
The A&R Facility replaced our $450.0 million Previous Facility, which was scheduled to mature on August 19, 2019. At the time of closing of the A&R Facility, there were $220.8 million in borrowings under the Previous Facility. At December 31, 2016, under the Previous Facility, we had $42.3 million in borrowings on the revolving loan and $58.0 million in borrowings on the term loan totaling $100.3 million with a weighted average interest rate of 2.14 percent.
The A&R Facility provides and the Previous Facility provided, us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under our line of credit, but does reduce the borrowing amount available. At September 30, 2017March 31, 2019 and December 31, 2016,2018, approximately $3.8 million and $4.6$3.9 million of availability was used to back standby letters of credit.
Pursuant to the terms of the A&R Facility, we are subject to various financial and other covenants. We are currently in compliance with these covenants. The most restrictive financial covenants for the A&R Facility are as follows:
|
| | | | |
Covenant | | Requirement | | As of September 30, 2017 |
Maximum Leverage Ratio | | <65.0% | | 34.3% |
Minimum Fixed Charge Coverage Ratio | | >1.40 | | 2.62 |
Minimum Tangible Net Worth | | 2,491,250 | | $3,997,391 |
Maximum Dividend Payout Ratio | | <95.0% | | 64.1% |
|
| | | | |
Covenant | | Requirement | | As of March 31, 2019 |
Maximum Leverage Ratio | | <65% | | 33.0% |
Minimum Fixed Charge Coverage Ratio | | >1.40 | | 3.00 |
Minimum Tangible Net Worth | | >2,918,046 | | $4,734,859 |
Maximum Dividend Payout Ratio | | <95.0% | | 59.0% |
We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion and development of communities, and Operating Partnership unit redemptions through the issuance of certain debt or equity securities and/or the collateralization of our properties. At September 30, 2017,March 31, 2019, we had 156195 unencumbered properties, of which 61 support the borrowing base for our $650.0$550.0 million line of credit. We will utilize available cash on hand to redeem all 3,400,000 outstanding shares of our Series A Preferred Stock on November 14, 2017. Refer to Note 17, “Subsequent Events”revolving loan in our accompanying Consolidated Financial Statements for additional information.A&R Facility.
From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, obtain debt financing, or sell selected assets. Our ability to finance our long-term liquidity requirements in such a manner will be affected by numerous economic factors affecting the MH and RV housing community industry at the time, including the availability and cost of mortgage debt, our financial condition, the operating history of the properties, the state of the debt and equity markets, and the general national, regional, and local economic conditions. When it becomes necessary for us to approach the credit markets, the volatility in those markets could make borrowing more difficult to secure, more expensive, or effectively unavailable. See “Risk Factors” in Part I, Item 1A of our 20162018 Annual Report and in Part II, Item 1A of this report. If we are unable to obtain additional debt or equity financing on acceptable terms, our business, results of operations and financial condition would be adversely impacted.
Contractual Cash Obligations
Our primary long-term liquidity needs are principal payments on outstanding indebtedness. As of September 30, 2017, our outstanding contractual obligations, including interest expense, were as follows:
|
| | | | | | | | | | | | | | | | | | | | |
| | | | Payments Due By Period |
| | | | (in thousands) |
Contractual Cash Obligations (1) | | Total Due | | <1 year | | 1-3 years | | 3-5 years | | After 5 years |
| | | | | | | | | | |
Collateralized term loans - FNMA | | $ | 1,017,385 |
| | $ | 4,750 |
| | $ | 118,437 |
| | $ | 226,728 |
| | $ | 667,470 |
|
Collateralized term loans - Life Company | | 950,726 |
| | 5,157 |
| | 53,349 |
| | 62,874 |
| | 829,346 |
|
Collateralized term loans - CMBS | | 451,743 |
| | 1,982 |
| | 17,476 |
| | 138,016 |
| | 294,269 |
|
Collateralized term loans - FMCC | | 390,270 |
| | 1,480 |
| | 12,317 |
| | 13,305 |
| | 363,168 |
|
Secured borrowings | | 134,884 |
| | 1,354 |
| | 11,969 |
| | 14,090 |
| | 107,471 |
|
Lines of credit | | — |
| | — |
| | — |
| | — |
| | — |
|
Preferred OP units - mandatorily redeemable | | 45,903 |
| | 3,670 |
| | 7,570 |
| | — |
| | 34,663 |
|
Total principal payments | | $ | 2,990,911 |
| | $ | 18,393 |
| | $ | 221,118 |
| | $ | 455,013 |
| | $ | 2,296,387 |
|
| | | | | | | | | | |
Interest expense (2) | | $ | 855,169 |
| | $ | 33,321 |
| | $ | 245,932 |
| | $ | 217,539 |
| | $ | 358,377 |
|
Operating leases | | 58,646 |
| | 3,198 |
| | 6,803 |
| | 6,986 |
| | 41,659 |
|
Total contractual obligations | | $ | 3,904,726 |
| | $ | 54,912 |
| | $ | 473,853 |
| | $ | 679,538 |
| | $ | 2,696,423 |
|
(1) Our contractual cash obligations exclude debt premiums/discounts.
(2) Our contractual cash obligation related to interest expense is calculated based on the current debt levels, rates and maturities as of September 30, 2017 (excluding secured borrowings), and actual payments required in future periods may be different than the amounts included above. Perpetual securities include one year of interest expense in After 5 years.
As of September 30, 2017,March 31, 2019, our net debt to enterprise value approximated 28.3was approximately 24.1 percent (assuming conversion of all common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series A-4 preferred OP units, Series C preferred OP units and Series CD preferred OP units to shares of common stock). Our debt has a weighted average maturity of approximately 8.49.3 years and a weighted average interest rate of 4.64.4 percent.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains various “forward-looking statements” within the meaning of the United States Securities Act of 1933, as amended (the “Securities Act”), and the United States 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:as “forecasts,” “intends,” “intend,” “intended,” “goal,” “estimate,” “estimates,” “expects,” “expect,” “expected,” “project,” “projected,” “projections,” “plans,” “predicts,” “potential,” “seeks,” “anticipates,” “anticipated,” “should,” “could,” “may,” “will,” “designed to,” “foreseeable future,” “believe,” “believes,” “scheduled,” “guidance” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements reflect our current views with respect to future events and financial performance, but involve known and unknown risks and uncertainties, both general and specific to the matters discussed in this filing. These risks and uncertainties may cause our actual results to be materially different from any future results expressed or implied by such forward-looking statements. In addition to the risks disclosed under “Risk Factors” in Part I, Item IA, contained in our 20162018 Annual Report and Item 8.01 in our Current Report on Form 8-K filed February 22, 2019, and our other filings with the SEC, such risks and uncertainties include, but are not limited to:
changes in general economic conditions, the real estate industry, and the markets in which we operate;
difficulties in our ability to evaluate, finance, complete and integrate acquisitions, developments and expansions successfully;
our liquidity and refinancing demands;
our ability to obtain or refinance maturing debt;
our ability to maintain compliance with covenants contained in our debt facilities;
availability of capital;
changechanges in foreign currency exchange rates, specificallyincluding between the U.S. dollar and each of the Canadian and the Australian dollar;
our ability to maintain rental rates and occupancy levels;
our failure to maintain effective internal control over financial reporting and disclosure controls and procedures;
increases in interest rates and operating costs, including insurance premiums and real property taxes;
risks related to natural disasters;disasters such as hurricanes, earthquakes, floods and wildfires;
general volatility of the capital markets and the market price of shares of our capital stock;
our failure to maintain our status as a REIT;
changes in real estate and zoning laws and regulations;
legislative or regulatory changes, including changes to laws governing the taxation of REITs;
litigation, judgments or settlements;
competitive market forces;
the ability of manufactured home buyers to obtain financing; and
the level of repossessions by manufactured home lenders.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference into this filing, whether as a result of new information, future events, changes in our expectations or otherwise, except as required by law.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All written and oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by these cautionary statements.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in market factors such as interest rates, foreign currency exchange rates, commodity prices, and equity prices.
Interest Rate Risk
Our principal market risk exposure is interest rate risk. We mitigate this risk by maintaining prudent amounts of leverage, minimizing capital costs, and interest expense while continuously evaluating all available debt and equity resources and following established risk management policies and procedures, which include the periodic use of derivatives. Our primary strategy in entering into derivative contracts is to minimize the variability that interest rate changes could have on our future cash flows. From time to time, we employ derivative instruments that effectively convert a portion of our variable rate debt to fixed rate debt. We do not enter into derivative instruments for speculative purposes.
We have two interest rate cap agreements with a total notional amount of $159.7 million as of September 30, 2017. The first interest rate cap agreement has a cap rate of 9.00 percent, a notional amount of $150.1 million and a termination date of April 2018. The second interest rate cap agreement has a cap rate of 11.02 percent, a notional amount of $9.6 million and a termination date of May 2023.
Our remaining variable rate debt totaled $153.7$396.5 million and $294.8 million as of September 30, 2017,March 31, 2019 and 2018, respectively, and bears interest at Prime or various LIBOR rates. If Prime or LIBOR increased or decreased by 1.0 percent, we believe our interest expense for the nine months ended September 30, 2017, would have increased or decreased by approximately $1.9$0.7 million and $0.6 million for the three months ended March 31, 2019 and 2018, respectively, based on the $250.7$290.3 million and $260.1 million average balancebalances outstanding under our variable rate debt facilities.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 March 31, 2019 and December 31, 2018, our stockholder’s equity included $146.6 million and $141.4 million from our Canadian subsidiaries and Australian equity investments, respectively, which represented 4.7 percent and 4.6 percent of total stockholder’s equity, respectively. Based on our sensitivity analysis, a 10.0 percent strengthening of the U.S. dollar against the Canadian and Australian dollar would have caused a reduction of $14.7 million and $14.1 million to our total stockholder’s equity at March 31, 2019 and December 31, 2018, respectively.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (pursuant to Rules 13a-15(e) or 15d-15(e) of the Exchange Act) at September 30, 2017.March 31, 2019. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2017.March 31, 2019.
Changes in internal control over financial reporting
There have not been any changes in our internal control over financial reporting during the three months ended September 30, 2017March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involvedRefer to “Legal Proceedings” in various legal proceedings arisingPart 1 - Item 1 - Note 17, “Commitments and Contingencies” 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.accompanying Consolidated Financial Statements.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors described in Part 1, Item 1A., “Risk Factors,” in our 20162018 Annual Report, and Item 8.01 in our Current Report on Form 8-K filed February 22, 2019, which could materially affect our business, financial condition or future results. There have been no material changes to the disclosure on these matters set forth in the 20162018 Annual Report.Report and the Current Report on Form 8-K.
The phaseout of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with a different reference rate, may adversely affect interest rates.
On July 27, 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it would phaseout LIBOR by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or if alternative rates or benchmarks will be adopted. Changes in the method of calculating LIBOR, or the replacement of LIBOR with an alternative rate or benchmark, may adversely affect interest rates and result in higher borrowing costs. This could materially and adversely affect the Company’s results or operations, cash flows and liquidity. With such uncertainty, we cannot predict the effect of the potential changes to LIBOR or the establishment and use of alternative rates or benchmarks. If changes are made to the method of calculating LIBOR or LIBOR ceases to exist, we may need to amend certain contracts and cannot predict what alternative rate or benchmark would be negotiated. This may result in an increase to our interest expense.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer PurchasesHolders of Equity Securitiesour OP units have converted the following units during the three months ended March 31, 2019:
In November 2004, our Board |
| | | | | | | | |
| | | | Three Months Ended March 31, 2019 |
Series | | Conversion Rate | | Units/Shares Converted | Common Stock |
Common OP unit | | 1 |
| | 6,533 |
| 6,533 |
|
Series A-1 preferred OP unit | | 2.439 |
| | 3,950 |
| 9,633 |
|
All of Directors authorized us to repurchase up to 1,000,000the above shares of our common stock. We have 400,000 common shares remainingstock were issued in private placements in reliance on Section 4(a)(2) of the repurchase program.Securities Act of 1933, as amended, including Regulation D promulgated thereunder. No common sharesunderwriters were repurchased under this buyback program during the nine months ended September 30, 2017. There is no expiration date specified for the buyback program.used in connection with any of such issuances.
ITEM 6. EXHIBITS
Refer to “Exhibit Index.”
EXHIBIT INDEX
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| | |
Exhibit No. | Description | Method of Filing |
10.1 | | Incorporated by reference to Sun Communities, Inc.’s Current Report on Form 8-K filed February 5, 2019 |
31.1 | | Filed herewith |
31.2 | | Filed herewith |
32.1 | | Filed herewith |
101.INS | XBRL Instance Document | Filed herewithThe instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | |
| |
Dated: October 24, 2017April 25, 2019 | By: | /s/ Karen J. Dearing |
| | Karen J. Dearing, Chief Financial Officer and Secretary (Duly authorized officer and principal financial officer) |
EXHIBIT INDEX
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| | |
Exhibit No. | Description | Method of Filing |
31.1 | | Filed herewith |
31.2 | | Filed herewith |
32.1 | | Filed herewith |
101.INS | XBRL Instance Document | Filed herewith |
101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |