LETTER TO OUR SHAREHOLDERS
resorts to enhance our long-term growth profile. In 2020 we delivered over 1,300
vacant ground up and expansion sites that will incrementally contribute to our
In 2020, Sun demonstrated the resilience of its operating model and the desirability
growth in 2021 and beyond.
of its communities, while further expanding its platform for growth. Despite
the challenges presented by the pandemic and the parallel economic impact on
regional and national markets, Sun fared very well. The events of last year amplified
the importance of having time-tested procedures and operational protocols in
place – which provided Sun with direction and perspective to confidently navigate
a rapidly changing operating environment. We believe the Sun playbook, along
with our disciplined approach to capital deployment, created growth opportunities
for our company.
Our progress in 2020 was underpinned by the dedication of our team and the
tailwinds propelling each of our business lines. With this backdrop, our shareholders
provided us with the capital to continue our growth initiatives as we completed
two sizeable equity raises totaling $1.9 billion. The resilience of our manufactured
housing and RV resort portfolios allowed us to add over 2,500 revenue producing
sites, expand total occupancy by 90 basis points to 97.3 percent, deliver same
community NOI growth of 4.0 percent and core FFO per share growth of 3.5
percent over the prior year. The demand for affordable housing remained evident
throughout the year. Even with the various shelter in place restrictions throughout
Our platform for value creation has been expanded with the $2.0 billion acquisition
of Safe Harbor Marinas, completed in the fourth quarter. This transaction adds a
third business line to our platform that shares many of the same characteristics
of MH and RV including: high demand but limited supply due to barriers to
entry, stable consistent cash flows and resilience through economic cycles. This
transaction, along with the subsequent acquisition of 7 additional marinas, firmly
establishes Sun as the largest marina owner in the country with 106 marinas
across 22 states and also expands our customer base. We anticipate marinas to
be a meaningful contributor to our external growth in the coming years given
attractive return characteristics and the highly fragmented nature of the sector.
The top five marina operators account for less than 5 percent ownership of total
marinas providing Sun with a compelling consolidation opportunity. We have
already begun capitalizing on our position as a premier owner by adding $466
million in acquisitions since the close of the transaction. We are excited about our
expansion into marinas and are further encouraged by new boater growth where
industry sources report a 35 percent increase in first time boat owners year over
year. Adding this new outlet for external growth initiatives will support our goal of
2020 and into 2021, applications to live in a Sun Community achieved an all-time
providing industry-leading growth in the years ahead.
high as we received almost 50,000 applications in 2020 and sold nearly 2,900
homes.
Our RV resorts were solid performers even with late openings for 44 of our resorts
due to shelter in place restrictions in the second quarter. We experienced record
demand in the second half of the year as travelers who wanted an increased level of
control and safety chose our resorts for some much-needed respite. This sustained
demand translated into an extended season in the fourth quarter where we saw
transient RV revenues increase by 18 percent. We believe that RV’ing attracted
a large number of first timers in 2020 as indicated by a 6 percent year over year
growth in RV shipments, including an almost 50 percent increase in RV shipments
for the month of December. We are well positioned to attract and retain these new
RVer’s given the high quality and the variety of our RV resort offerings.
The stability and resilience of our platform allowed us to continue to pursue our
four core investment strategies. First is reinvestment in our properties to ensure
sustained demand and maintain the high quality of our assets. Our second
investment strategy is the pursuit of accretive acquisitions – which in 2020
translated to nearly $3 billion of investments in MH communities, RV resorts and
the addition of another asset class with the acquisition of Safe Harbor Marinas.
Third is expansion of our existing communities where we carefully identify
opportunities to add additional sites in properties that exhibit high occupancy
and continued strong demand, thereby adding incremental growth and increasing
overall returns in assets we already own. Fourth is a greenfield development
program where we selectively pursue the construction of new communities and
Equally important to providing superior returns for our shareholders is our
commitment to consistently improve our environmental, social and governance
practices. In 2019 we published our inaugural corporate responsibility report and
we have continued to augment and add to the programs we initiated at that time.
Our priorities include the incorporation of additional renewable energy sources,
along with engagement with third party experts to enhance and further develop
expected outcomes of our diversity, equity and inclusion efforts.
As I reflect on 2020, I am proud of what we accomplished and I am honored to
work with such a dedicated and driven team of professionals who have prioritized
the safety and wellbeing of all of Sun’s residents and guests. Our achievements
could not have been possible without their hard work and commitment. And as
I look ahead, I am enthusiastic about what lies ahead for Sun and look forward to
sharing new milestones with you as we progress through 2021.
Thank you for your support and continued confidence in us.
Gary A. Shiffman
chairman and chief
executive officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
Commission file number 1-12616
SUN COMMUNITIES INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State of Incorporation)
1-12616
Commission file number
38-2730780
(I.R.S. Employer Identification No.)
27777 Franklin Rd, Suite 200, Southfield, Michigan
(Address of Principal Executive Offices)
48034
(Zip Code)
(248) 208-2500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Trading Symbol(s)
SUI
Name of each exchange on which
registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No
☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. (Check one):
Large accelerated filer
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2020, the aggregate market value of the Registrant’s stock held by non-affiliates was $13,075,882,670 (computed by
reference to the closing sales price of the Registrant’s common stock as of June 30, 2020). For this computation, the Registrant has
excluded the market value of all shares of common stock reported as beneficially owned by executive officers and directors of the
Registrant; such exclusion shall not be deemed to constitute an admission that any such person is an affiliate of the Registrant.
Number of shares of common stock, $0.01 par value per share, outstanding as of February 11, 2021: 107,616,246
Documents Incorporated By Reference
Unless provided in an amendment to this Annual Report on Form 10-K, the information required by Part III is incorporated by
reference to the registrant’s proxy statement to be filed pursuant to Regulation 14A, with respect to the registrant’s 2021 annual
meeting of stockholders.
SUN COMMUNITIES, INC.
Table of Contents
Item
Description
Page
Part I.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV.
Item 15.
Item 16.
Exhibits
Signatures
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
1
10
23
24
40
40
41
44
45
65
66
66
66
66
67
67
67
67
67
68
68
69
71
Index to the Consolidated Financial Statements and Financial Statement Schedule
F- 1
SUN COMMUNITIES, INC.
PART I
ITEM 1. BUSINESS
GENERAL OVERVIEW
Sun Communities, Inc., a Maryland corporation, and all wholly-owned or majority-owned and controlled subsidiaries, including Sun
Communities Operating Limited Partnership, a Michigan limited partnership (the “Operating Partnership”), Sun Home Services, Inc.,
a Michigan corporation (“SHS”) and Safe Harbor Marinas, LLC (“Safe Harbor”) are referred to herein as the “Company,” “us,” “we,”
and “our.”
We are a fully integrated, self-administered and self-managed real estate investment trust (“REIT”). We own, operate and develop
manufactured housing (“MH”) communities and recreational vehicle (“RV”) resorts throughout the United States and Ontario,
Canada. We acquired Safe Harbor and its portfolio of marinas in October 2020. Through Safe Harbor, we own, operate, develop and
manage marinas throughout the United States, with the majority of such marinas concentrated in coastal regions and others located in
various inland regions. We are a fully-integrated real estate company which, together with our affiliates and predecessors, has been in
the business of acquiring, operating, developing and expanding MH communities and RV resorts since 1975 and marinas since 2020.
We lease individual parcels of land, or sites, with utility access for placement of manufactured homes and RVs to our MH and RV
customers. The MH communities are designed to offer affordable housing to individuals and families, while also providing certain
amenities. The RV resorts are designed to offer affordable vacation opportunities to individuals and families complemented by a
diverse selection of amenities. The marina offerings to its members include wet slip rentals, dry storage space leases, end-to-end
service (such as routine maintenance, repair and winterization), fuel sales and other high-end amenities. These services and amenities
offer convenience and resort-quality experiences to our members.
As of December 31, 2020, we owned and operated or had an interest in a portfolio of 552 MH communities, RV resorts, and marinas
(collectively, the “properties”) located in 39 states throughout the United States and Ontario, Canada, including 276 MH communities,
136 RV resorts, 34 properties containing both MH and RV sites, and 106 marinas. As of December 31, 2020, the properties contained
an aggregate of 188,176 developed sites comprised of 96,688 developed MH sites, 27,564 annual RV sites (inclusive of both annual
and seasonal usage rights), 25,043 transient RV sites, and 38,881 wet slips and dry storage spaces. Additionally, there are 10,025
additional MH and RV sites suitable for development.
We are engaged through SHS, a taxable REIT subsidiary, 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.
Our executive and principal property management office is located at 27777 Franklin Road, Suite 200, Southfield, Michigan 48034
and our telephone number is (248) 208-2500. We have regional property management offices located in Austin and Dallas, Texas,
Newport, Rhode Island; Grand Rapids, Michigan; Denver, Colorado; Ft. Myers, Florida; and Orlando, Florida. Safe Harbor’s primary
office is located in Dallas, Texas. We employed an aggregate of 4,872 full and part time employees as of December 31, 2020.
Our website address is www.suncommunities.com and we make available, free of charge, on or through our website all of our periodic
reports, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and current reports on Form 8-K, as soon as
reasonably practicable after we file such reports with the Securities and Exchange Commission (the “SEC”). Additionally, the SEC
maintains a website at https://www.sec.gov, that contains reports, proxy information statements and other information about Sun.
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SUN COMMUNITIES, INC.
STRUCTURE OF THE COMPANY
The Operating Partnership is structured as an umbrella partnership REIT, or UPREIT. We conduct substantially all of our operations
through the Operating Partnership. The Operating Partnership owns, either directly or indirectly through other subsidiaries, all of our
assets. This UPREIT structure enables us to comply with certain complex requirements under the federal tax rules and regulations
applicable to REITs, and to acquire MH communities, RV resorts and marinas in transactions that defer some or all of the sellers’ tax
consequences. The financial results of the Operating Partnership and our other subsidiaries are consolidated in our Consolidated
Financial Statements. The financial results include certain activities that do not necessarily qualify as REIT activities under the
Internal Revenue Code of 1986, as amended (the “Code”). We have formed taxable REIT subsidiaries, as defined in the Code, to
engage in such activities. We use taxable REIT subsidiaries to offer certain services to our residents and engage in activities that
would not otherwise be permitted under the REIT rules if provided directly by us or by the Operating Partnership. The taxable REIT
subsidiaries include our home sales business, SHS, which provides manufactured home sales, leasing, and other services to current
and prospective tenants of the properties.
Under the partnership agreement, the Operating Partnership is structured to make distributions with respect to certain of the Operating
Partnership units (“OP units”) at the same time that distributions are made to our common stockholders. The Operating Partnership is
structured to permit limited partners holding certain classes or series of OP units to exchange those OP units for shares of our common
stock (in a taxable transaction) and achieve liquidity for their investment.
As the sole general partner of the Operating Partnership, we generally have the power to manage and have complete control over the
conduct of the Operating Partnership’s affairs and all decisions or actions made or taken by us as the general partner pursuant to the
partnership agreement are generally binding upon all of the partners and the Operating Partnership.
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SUN COMMUNITIES, INC.
We do not own all of the OP units. The following table sets forth:
•
•
•
•
•
the various series of OP units and the number of units of each series outstanding as of December 31, 2020;
the relative ranking of the various series of OP units with respect to rights to the payment of distributions and the distribution
of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership;
the number of shares of our common stock issuable upon the exchange of each OP unit of the applicable series;
the annual distribution rate on each series of OP Units; and
information regarding the terms of redemption rights for each series of OP units, as applicable.
Ranking
Description
OP Units
Outstanding at
December 31, 2020
Exchange
Rate(1)
Annual
Distribution
Rate(2)
Cash
Redemption(3)
Redemption Period
1
1
2
3
4
5
6
7
8
9
Preferred OP units (or
“Aspen preferred OP units”)
Series A-1 preferred OP units
Series C preferred OP units
Series D preferred OP units
Series E preferred OP units
1,283,819(4) Variable(5)
Variable(6) Mandatory
Variable(7)
294,734
306,303
488,958
90,000
2.4390
1.1100
0.8000
0.6897
6.00 % N/A
Variable(8) N/A
N/A
N/A
Variable(9) Holder’s Option
Variable(10) N/A
Series F preferred OP units
90,000
0.6250
3.00 % Holder’s Option
Series G preferred OP units
240,710
0.6452
3.20 % Holder’s Option
Series H preferred OP units
581,407
0.6098
3.00 % Holder’s Option
Any time after earlier of January
31, 2024 or death of holder
N/A
Any time after earlier of May 14,
2025 or death of holder
Any time after earlier of September
30, 2025 or death of holder
Any time after earlier of October
30, 2025 or death of holder
Any time after earlier of December
31, 2025 or death of holder
Series I preferred OP units
Series A-3 preferred OP units
922,000
40,268
0.6098
1.8605
3.00 % Holder’s Option
4.50 % N/A
N/A
Same distribution
rate for common
stock and common
OP units
N/A
N/A
10
Common OP units
110,232,973 (11)
1.0000
(1) Exchange rates are subject to adjustment upon stock splits, recapitalizations and similar events. The exchange rates of certain series of OP units are approximated to
four decimal places.
(2) Except for common OP units, distributions are payable on the issue price of each OP unit, which is $27.00 per unit for all Aspen preferred OP units and $100.00 per
unit for all other preferred OP units.
(3) The redemption price for each OP unit redeemed will be equal to its issue price plus all accrued but unpaid distributions.
(4) Of the outstanding Aspen preferred OP units, 270,000 are designated as “Aspen 2034 Units.”
(5) At any time prior to January 1, 2024 (or prior to January 1, 2034 with respect to the Aspen 2034 Units), at the holder’s option, each Aspen preferred OP unit may be
exchanged into: (a) if the average closing price of our common stock for the preceding ten trading days is $68.00 per share or less, 0.397 common OP units, or (b) if
the average closing price of our common stock for the preceding ten trading days is greater than $68.00 per share, the number of common OP units determined by
dividing (i) the sum of (A) $27.00 plus (B) 25 percent of the amount by which the average closing price of our common stock for the preceding ten trading days
exceeds $68.00 per share, by (ii) the average closing price of our common stock for the preceding ten trading days.
(6) The annual distribution rate for Aspen 2034 Units is 3.80%. The annual distribution rate on all other Aspen preferred OP units is equal to the 10-year U.S. Treasury
bond yield plus 239 basis points; provided, however, that such aggregate distribution rate shall not be less than 6.5 % nor more than 9.0 %.
(7) We are required to redeem all outstanding Aspen preferred OP units other than the Aspen 2034 Units on January 2, 2024. We are required to redeem all outstanding
Aspen 2034 Units on January 2, 2034. In addition, we are required to redeem the Aspen preferred OP units (including Aspen 2034 Units) of any holder thereof
within five days after receipt of a written demand during the existence of certain uncured Aspen preferred OP unit defaults, including our failure to pay distributions
on the Aspen preferred OP units when due and our failure to provide certain security for the payment of distributions on the Aspen preferred OP units.
(8) 4.50% until April 1, 2020 and 5.00% thereafter.
(9) 3.75% until January 31, 2021 and 4.00% thereafter.
(10) 5.25% until January 9, 2022 and 5.50% thereafter.
(11) Of the 110,232,973 common OP units, 107,626,361, or 97.6 percent were held by us, and 2,606,612, or 2.4 percent were owned by the limited partners.
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SUN COMMUNITIES, INC.
REAL PROPERTY OPERATIONS
The majority of our MH and RV properties are designed and improved for several home and RV options of various sizes and designs.
The marinas are designed and improved to provide storage solutions for the boating community in the water and on land.
An MH community is a residential subdivision designed and improved with sites for the placement of manufactured homes, related
improvements, and amenities. Manufactured homes are detached, single‑family homes which are produced off‑site by manufacturers
and installed on site within the community. Manufactured homes are available in a wide array of designs, providing owners with a
level of customization generally unavailable in multi-family housing developments. Modern MH communities contain improvements
similar to other garden‑style residential developments, including centralized entrances, paved streets, curbs, gutters, and parkways. In
addition, these communities also often provide a number of amenities, such as a clubhouse, a swimming pool, basketball courts,
shuffleboard courts, tennis courts, and laundry facilities.
An RV resort is a resort or park designed and improved with sites for the placement of RVs for varied lengths of time. Properties may
also provide vacation rental homes. RV resorts may include a number of amenities such as restaurants, golf courses, swimming pools,
water parks, tennis courts, fitness centers, planned activities, and spacious social facilities.
Renters at our MH and RV properties lease the site on which a manufactured home, vacation rental home, or RV is located. We
typically own the underlying land, utility connections, streets, lighting, driveways, common area amenities, and other capital
improvements and are responsible for enforcement of community guidelines and maintenance. In eight of our 446 MH and RV
properties, we do not own all of the underlying land and operate the communities pursuant to ground leases. Certain of the properties
provide water and sewer service through public or private utilities, while others provide these services to residents from on-site
facilities. Each owner of a home within our properties is responsible for the maintenance of the home and leased site. As a result, our
capital expenditure needs tend to be less significant relative to multi-family rental apartment complexes.
A marina is designed and improved with wet slips on rivers, lakes, bays and oceans and dry storage systems that provide storage
solutions for the placement of vessels ranging in size from small boats to super yachts for varied lengths of time. Dry storage systems
also allow for the required maintenance to the vessels that we store. Marinas may also provide ancillary businesses, such as fuel
stations, ship stores, restaurants, swimming pools, cabin and lodging rentals, boat rentals, tennis courts, fitness centers, shower and
laundry facilities, planned activities and other services to create a robust member experience.
Renters at our marinas lease the wet slip or dry storage space on which the vessel is stored. We typically own the underlying land,
building improvements, dock improvements, site improvements and other on-site amenity structures. Because we own the facilities
and improvements on the land or submerged land at those marinas, we are responsible for the capital improvements and maintenance.
In 25 of our 106 marinas, we do not own all of the underlying land and operate the marinas pursuant to ground leases.
We compete with other available MH communities and RV resorts, and alternative forms of housing (such as on-site constructed
homes, apartments, condominiums and townhouses) as they provide housing alternatives to potential tenants of MH communities and
RV resorts. In the marina business, we compete with other available marinas in the U.S.
PROPERTY MANAGEMENT
Our property management strategy emphasizes intensive, detail-oriented, hands-on management by dedicated, on-site community,
resort, and marina general managers. We believe our focus on creating an exceptional resident and guest experience creates a
competitive advantage. It enables us to continually monitor and address concerns, the performance of competitive properties, and local
market conditions.
Our MH and RV property managers are overseen by John B. McLaren, our President and Chief Operating Officer, who has been in the
MH industry since 1995, Bruce Thelen, our Executive Vice President of Operations and Sales, who has led our manufactured home
sales and leasing subsidiary, Sun Home Services, Inc., since January 2018, three Senior Vice Presidents of Operations and Sales, 11
Divisional Vice Presidents and 39 Regional Vice Presidents. Each Regional Vice President is responsible for regular property
inspections, oversight of property operations and sales functions, semi-annual market surveys of competitive communities, and
interaction with local manufactured home dealers for eight to 15 properties.
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SUN COMMUNITIES, INC.
Each property manager performs regular inspections in order to regularly monitor the physical condition of properties and to
effectively address tenant concerns. In addition to a district or community manager, each district or property has on-site maintenance
personnel and management support staff. We hold mandatory training sessions for all new property management personnel to ensure
that policies and procedures are executed effectively and professionally. All of our property management personnel participate in on-
going training to ensure that changes to policies and procedures are implemented consistently. Our internal training program has led to
increased knowledge and accountability for daily operations and policies and procedures.
Our marina business is overseen by Baxter Underwood, the Chief Executive Officer of Safe Harbor, who has been in the marina
business since 2006, two Chief Operating Officers and 14 Regional Vice Presidents that are responsible for regular marina inspections
and oversight of operations.
HUMAN CAPITAL
Together as one team, we embrace the following core success attributes that make Sun Communities a great place to work.
•
•
•
•
•
Commitment: At Sun Communities, we are committed to be the best in the industry. We work hard to keep team members
motivated and rewarded. Committed team members are the key to success.
Intensity: The work environment at Sun Communities is intense and full of positive energy. We work hard to increase
confidence and determination of our team members to prepare them to meet the day-to-day challenges of the job.
Empowerment: We provide team members with the skills, resources, opportunities and motivation to succeed in their career.
Accountability: Every team member, no matter what role they hold, is equally responsible for contributing to the success of
our company.
Service: We have built our culture around a simple customer service philosophy: The Golden Rule. We treat others the way
we want to be treated.
DIVERSITY
We make it a priority to recognize and appreciate the variety of characteristics that make individuals unique in an atmosphere that
promotes and celebrates individual and collective achievement. We embrace diversity and create a culture surrounded by
empowerment used to foster new ideas and economic growth. We believe it’s not just about gender or race, but being diverse in
thoughts, life, and work experiences. We take pride in being different; it’s what sets us apart. We look to create an inclusive
environment that challenges, inspires, rewards, and transforms our team to be the best of the best. We do not tolerate harassing,
discriminatory, or retaliatory conduct that interferes unreasonably with an individual's work performance or that creates an
intimidating, hostile, or offensive work environment because of any protected trait. Such discrimination or harassment is prohibited
and is inconsistent with our policies, practices, and philosophy. Protected traits include race, color, religion, gender, sexual orientation,
gender identity or expression, national origin, age, genetic information, disability, veteran status or any other trait protected under state
or federal laws.
As of December 31, 2020, we employed 4,872 full and part time employees, of which 4,320 were located on-site as property
managers, support staff, or maintenance personnel. Of those, approximately 83 percent were full-time, and 17 percent were part-time.
Forty-three percent of our team members were female, and 57 percent were male. Fifty-one percent of our workers are age 50 and
older, with approximately 20 percent being age 60 and older.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
We uphold a company-wide commitment to ESG goals through various programs and everyday business practices. We are fully
committed to reducing our environmental impact across the scope of our operations and through the services we deliver to our
residents and guests. We continue to identify opportunities to invest in energy-efficient technology, water efficiency, and waste
reduction strategies throughout our communities, resorts, and corporate headquarters. By conserving natural resources, reducing our
carbon footprint, and participating in efforts to protect the environment through our Sun Unity program, we are striving to achieve our
environmental sustainability goals.
We recognize the important opportunity of providing access to affordable and sustainable housing. Our business contributes to a
vitally important function in our economy by providing high-quality, yet affordable, housing for both all-age and age-restricted needs.
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SUN COMMUNITIES, INC.
Manufactured homes cost up to 50 percent less per square foot than conventional site-built homes, expanding the opportunity for
residents to own their home, despite an ever-increasing housing affordability gap. Our homes provide more space at less cost per
square foot compared to other options.
As a nationwide provider of affordable housing, we believe we have a responsibility not only to our employees and residents, but also
to the communities in which we live and work. These social responsibility efforts are initiated through our Sun Unity program, so we
can join together as a team and give back to these communities to achieve goals like promotion, education and waste reduction.
TRAINING AND DEVELOPMENT
Our internal training program, Sun University, offers over 200 courses (including books, online courses, webinars, and live sessions)
to our MH and RV team members on a range of topics, including leadership, communications, software, and operations. All new hires
are required to complete information security training, and safety and compliance-related training, with routine refresher training
annually on critical topics. In 2020, 100 percent of our team members received safety training.
Our human resources team, learning and development group and team relations specialists are aligned to support the attraction,
development, and retention of our talent. Given the peak hiring demands during the summer at many of our RV and marina resorts, we
focus operations efforts on ensuring the returning team member pipeline each year is robust. For salaried positions, our annual talent
management processes focus on professional development in both soft-skill development and training. Our compensation philosophy
is designed to attract and retain top talent. For eligible team members, we offer competitive salary, health, welfare, retirement and pet
insurance benefits, in addition to tuition reimbursement and rent/vacation discounts at our properties.
COVID-19 RELIEF AND SUPPORT
The health and safety of our residents, guests and team members is our top priority. As we navigated the COVID-19 pandemic during
2020, we instituted our COVID-19 Response and Action Plan which established guidelines for safe operations of our communities,
resorts, and the Main Office. Content contained within this plan include:
• Methods for preventing and reducing exposure and transmission of COVID-19 among individuals;
• Methods for identification and isolation of sick persons;
•
•
•
•
Operational protocols for social distancing, including reduced occupancy requirements;
Sanitation policies and procedures, including cleaning, disinfecting, and decontamination;
Communications and training for team members and leaders that are necessary to implement the plan; and
Procedures to ensure effective ongoing implementation of the plan.
Several temporary relief measures were extended to residents and guests including:
•
•
•
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Temporary suspensions of month-to-month fees, late fees, and rent increases.
Temporary elimination of cancellation fees related to COVID-19, and extending this for future bookings in 2020.
Enhanced cleaning procedures were put in place, as well as additional signage, and changes to policies and procedures further
promoting social distancing.
Amenity kits are being provided to guests upon check-in which include hand sanitizer, face masks and sanitation wipes.
Contactless processes were put in place for rent collection, lease renewals, reservations and guest check-ins.
Free housing was offered to frontline health care workers at various locations.
Large quantities of personal protection equipment (PPE) and cleaning products were centrally procured and distributed to all
of Sun’s locations.
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To support the health and well-being of our team members and their families, we provide a variety of resources to assist in navigating
the challenges of the COVID-19 pandemic. The resources touch on many of our well-being pillars including Social, Emotional,
Community, and Financial. Examples include:
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Individuals who enter our facilities are required to complete a self health questionnaire no sooner than two hours prior to the
start of each shift and are required to use no-contact infrared thermometers for temperature checks.
• We closed our offices for non-essential functions and added remote work flexibility.
• We have frequent communication regarding impacts of COVID-19 on our properties and our residents, guests and team
members.
Free COVID-19 testing.
No copays on telemedicine consultations, including behavioral health services.
Free virtual fitness classes, and access to a library of online resources for of yoga, meditation, and stress management.
Free care packages for those diagnosed with COVID-19 that include personal care items and household supplies.
Free educational assistance and tutoring programs through our “Back to School with Sun” initiative.
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HOME SALES AND RENTALS
SHS is engaged in the marketing, selling and leasing of new and pre-owned homes to residents in our communities. Because tenants
often purchase a home already on-site within a community, such services enhance occupancy and property performance. Additionally,
because many of the homes on the properties are sold through SHS, better control of home quality in our communities can be
maintained than if sales services were conducted solely through third-party brokers.
SHS also leases homes to prospective tenants. At December 31, 2020, SHS had 11,752 occupied leased homes in its portfolio. New
and pre-owned homes are purchased for the Rental Program. Leases associated with the Rental Program generally have a term of one
year. The Rental Program requires intensive management of costs associated with repair and refurbishment of these homes as the
tenants vacate and the homes are re-leased, similar to apartment rentals. We received approximately 49,200 applications during 2020
to live in our MH and RV properties, providing a significant “resident boarding” system that allows us to market the purchase of a
home to the qualified applicants. Through the Rental Program we demonstrate our product and lifestyle to the renters, while
monitoring their payment history and converting qualified renters to owners.
Our home sales and leasing operations compete with other local and national MH dealers and MH community owners.
MARINA MEMBER BASE
We are engaged in the marketing and leasing of wet slips and dry storage spaces and have approximately 40,000 members throughout
our marina network.
REGULATIONS AND INSURANCE
General
MH, RV and marina properties are subject to various laws, ordinances and regulations, including regulations relating to recreational
facilities such as swimming pools, clubhouses, and other common areas. Each property has the necessary operating permits and
approvals.
Insurance
Our management believes that the properties are covered by adequate fire, property, business interruption, general liability, and (where
appropriate) flood and earthquake insurance provided by reputable companies with commercially reasonable deductibles and limits.
We maintain a blanket policy that covers all of our properties. We have obtained title insurance insuring fee title to the properties in an
aggregate amount which we believe to be adequate. Claims made to our insurance carriers that are determined to be recoverable are
classified in other receivables as incurred.
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SUN COMMUNITIES, INC.
SITE LEASES OR USAGE RIGHTS
Typical tenant leases for MH sites are year-to-year or month-to-month, renewable upon the consent of both parties, or, in some
instances, as provided by statute. Certain of our leases, mainly at our Florida and California properties, are tied to the consumer price
index or other indices as they relate to rent increases. Generally, market rate adjustments are made on an annual basis. These leases are
cancellable for non-payment of rent, violation of community rules and regulations or other specified defaults. Typical resident
agreements for RV sites are year-to-year or from move-in date until the end of the current calendar year. Generally, increases and
market rate adjustments are made on an annual basis. These agreements are cancellable for non-payment of rent, violation of resort
rules and regulations or other specified defaults.
During the five calendar years ended December 31, 2020, on average 2.8 percent of the homes in our MH and RV properties have
been removed by their owners and 6.7 percent of the homes have been sold by their owners to a new owner who then assumes rental
obligations as a community resident. The average cost to move a home is approximately $7,000. On average, our residents remain in
our communities for approximately 11 years, while homes, which give rise to the rental stream, remain for over 42 years.
Leases for wet slips and dry storage spaces are year-to-year, season-to-season, month-to-month, or transient by night, renewable upon
the consent of both parties. On average, our members maintain leases in our marinas for approximately eight years.
Please see the Risk Factors in Item 1A, and our accompanying Consolidated Financial Statements and related notes thereto beginning
on page F-1 of this Annual Report on Form 10-K for more detailed information.
ACQUISITIONS
For the year ended December 31, 2020, we acquired 24 MH communities and RV resorts, totaling 6,919 sites and 106 marinas totaling
over 38,800 wet slips and dry storage spaces for a total purchase price of approximately $3.0 billion.
EXPANSION / DEVELOPMENT
For the year ended December 31, 2020, we completed the construction of over 1,000 MH and RV sites in five ground-up and re-
development properties and over 300 MH and RV expansion sites in eight properties.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains various “forward-looking statements” within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend that such
forward-looking statements will be subject to the safe harbors created thereby. For this purpose, any statements contained in this filing
that relate to expectations, beliefs, projections, future plans and strategies, trends or prospective events or developments and similar
expressions concerning matters that are not historical facts are deemed to be forward-looking statements. Words such as “forecasts,”
“intends,” “intend,” “intended,” “goal,” “estimate,” “estimates,” “expects,” “expect,” “expected,” “project,” “projected,”
“projections,” “plans,” “predicts,” “potential,” “seeks,” “anticipates,” “anticipated,” “should,” “could,” “may,” “will,” “designed to,”
“foreseeable future,” “believe,” “believes,” “scheduled,” “guidance” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these words. These forward-looking statements reflect our current
views with respect to future events and financial performance, but involve known and unknown risks and uncertainties, both general
and specific to the matters discussed in this filing. These risks and uncertainties may cause our actual results to be materially different
from any future results expressed or implied by such forward-looking statements. In addition to the risks disclosed under “Risk
Factors” in this Annual Report on Form 10-K and our other filings with the SEC, such risks and uncertainties include, but are not
limited to:
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outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home orders, quarantine policies and restrictions
on travel, trade and business operations;
changes in general economic conditions, the real estate industry, and the markets in which we operate;
difficulties in our ability to evaluate, finance, complete and integrate acquisitions (including the Safe Harbor acquisition),
developments and expansions successfully;
our liquidity and refinancing demands;
our ability to obtain or refinance maturing debt;
our ability to maintain compliance with covenants contained in our debt facilities;
availability of capital;
changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar and the
Australian dollar;
our ability to maintain rental rates and occupancy levels;
our ability to maintain effective internal control over financial reporting and disclosure controls and procedures;
increases in interest rates and operating costs, including insurance premiums and real property taxes;
risks related to natural disasters such as hurricanes, earthquakes, floods and wildfires;
general volatility of the capital markets and the market price of shares of our capital stock;
our ability to maintain our status as a REIT;
changes in real estate and zoning laws and regulations;
legislative or regulatory changes, including changes to laws governing the taxation of REITs;
litigation, judgments or settlements;
competitive market forces;
the ability of purchasers of manufactured homes and boats to obtain financing; and
the level of repossessions by manufactured home and boat lenders.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement
was made. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by
reference into this filing, whether as a result of new information, future events, changes in our expectations or otherwise, except as
required by law.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements. All written and oral forward-looking statements attributable to us or persons
acting on our behalf are qualified in their entirety by these cautionary statements.
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ITEM 1A. RISK FACTORS
Our prospects are subject to certain uncertainties and risks. Our future results could differ materially from current results, and our
actual results could differ materially from those projected in forward-looking statements as a result of certain risk factors. These risk
factors include, but are not limited to, those set forth below, other one-time events, and important factors disclosed previously and
from time to time in our other filings with the SEC.
MATERIAL RISKS RELATING TO OUR MH, RV AND MARINA BUSINESSES
General economic conditions and the concentration of our MH, RV and Marina properties in certain geographic areas may affect
our ability to generate sufficient revenue.
The market and economic conditions in our current markets generally, and specifically in metropolitan areas of our current markets,
may significantly affect occupancy or rental rates. Occupancy and rental rates, in turn, may significantly affect our revenues, and if our
properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our
cash flow and ability to pay or refinance our debt obligations could be adversely affected.
As of December 31, 2020, 142 MH and RV properties, representing 26.3 percent of developed sites, are located in Florida; 79
properties, representing 18.1 percent of developed sites, are located in Michigan; 27 properties, representing 6.3 percent of developed
sites, are located in Texas; and 40 properties, representing 6.0 percent of developed sites, are located in California. As of December
31, 2020, we have revenue concentrations of marinas in Florida, Rhode Island, and Connecticut of approximately 29.0 percent, 13.0
percent and 8.0 percent, respectively. As a result of the geographic concentration of our MH and RV properties in Florida, Michigan,
Texas and California, and geographic concentration of our marinas in Florida, Rhode Island, and Connecticut, we are exposed to the
risks of downturns in local economies or other local real estate market conditions which could adversely affect occupancy rates, rental
rates, and property values in these markets.
Our revenue would also be adversely affected if tenants were unable to pay rent or if sites were unable to be rented on favorable terms.
If we were unable to promptly relet or renew the leases for a significant number of the sites, or if the rental rates upon such renewal or
reletting were significantly lower than expected rates, then our business and results of operations could be adversely affected. In
addition, certain expenditures associated with each property (such as real estate taxes and maintenance costs) generally are not reduced
when circumstances cause a reduction in income from the property. Furthermore, real estate investments are relatively illiquid and,
therefore, will tend to limit our ability to vary our portfolio promptly in response to changes in economic or other conditions.
The following factors, among others, may adversely affect the revenues generated by our properties:
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outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home orders, quarantine policies and restrictions
on travel, trade and business operation;
the national and local economic climate which may be adversely impacted by, among other factors, plant closings, and
industry slowdowns;
local real estate market conditions such as the oversupply of MH and RV sites or a reduction in demand for MH and RV sites
in an area;
a decrease in the number of people interested in the RV lifestyle or boating;
changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar and Australian
dollar;
the number of repossessed homes in a particular market;
an oversupply of, or a reduced demand for, manufactured homes;
the difficulty facing potential purchasers in obtaining affordable financing as a result of heightened lending criteria;
an increase or decrease in the rate of manufactured home repossessions which provide aggressively priced competition to
new manufactured home sales;
the lack of an established MH dealer network;
the housing rental market which may limit the extent to which rents may be increased to meet increased expenses without
decreasing occupancy rates;
the perceptions by prospective tenants of the safety, convenience and attractiveness of our MH properties and the
neighborhoods where they are located;
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zoning or other environmental regulatory restrictions;
competition from other available MH communities and RV resorts and alternative forms of housing (such as apartment
buildings and site-built single-family homes) and from other marinas;
our ability to effectively manage, maintain and insure our properties;
increased operating costs, including insurance premiums, real estate taxes, and utilities; and
the enactment of rent control laws or laws taxing the owners of manufactured homes.
We may not be able to integrate or finance our expansion and development activities.
We build and develop new MH communities, RV resorts and marinas and we expand existing communities and marinas. Our
construction and development pipeline may be exposed to the following risks which are in addition to those risks associated with the
ownership and operation of established MH communities, RV resorts and marinas:
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we may not be able to obtain financing with favorable terms for development which may make us unable to proceed with the
development;
we may be unable to obtain, or face delays in obtaining, necessary zoning, building and other governmental permits and
authorizations, which could result in increased costs and delays, and even require us to abandon development of the property
entirely if we are unable to obtain such permits or authorizations;
we may abandon development opportunities that we have already begun to explore and as a result we may not recover
expenses already incurred in connection with exploring such development opportunities;
we may be unable to complete construction and lease-up of a property on schedule resulting in increased debt service expense
and construction costs;
we may incur construction and development costs for a property which exceed our original estimates due to increased
materials, labor or other costs, which could make completing the development uneconomical and we may not be able to
increase rents to compensate for the increase in development costs which may impact our profitability;
we may be unable to secure long-term financing on completion of development resulting in increased debt service and lower
profitability;
occupancy rates and rents at a newly developed property may fluctuate depending on several factors, including market and
economic conditions, which may result in the property not being profitable; and
climate change may cause new marina developments to be paused or restricted.
If any of the above risks occur, our business and results of operations could be adversely affected.
Competition affects occupancy levels and rents, which could adversely affect our revenues.
The MH, RV and marina industries are highly-fragmented. There is competition within the MH, RV and marina markets we currently
serve and in new markets that we may enter. We have both national and regional competitors in the MH, RV and marina markets. Our
properties are located in developed areas that include other MH communities, RV resorts and marinas. The number of competitive MH
communities, RV resorts and marinas in a particular area could have a material adverse effect on our ability to lease sites and increase
rents charged at our properties or at any newly acquired properties. We may be competing with others with greater resources. In
addition, other forms of multi‑family residential properties, such as private and federally funded or assisted multi-family housing
projects and single‑family housing, provide housing alternatives to potential tenants of MH communities and RV resorts.
The cyclical and seasonal nature of the RV and marina industries may lead to fluctuations in our operating results.
The RV and marina industries can experience cycles of growth and downturn due to seasonality patterns. Results of operations in any
one period may not be indicative of results in future periods. In the RV market, certain properties maintain higher occupancy during
the summer months, while other properties maintain higher occupancy during the winter months. The RV market typically shows a
decline in demand over the winter months, yet usually produces higher growth in the spring and summer months due to higher use by
vacationers. In the marina market, demand for wet slip storage increases during the summer months as customers contract for the
summer boating season, which also drives non-storage revenue streams such as service, fuel and on-premise restaurants or
convenience storage. Demand for dry storage increases during the winter season as seasonal weather patterns require boat owners to
store their vessels on dry docks and within covered racks. Our results on a quarterly basis can fluctuate due to this cyclicality and
seasonality.
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We may not be able to integrate or finance our acquisitions and our acquisitions may not perform as expected.
We have acquired and intend to continue to selectively acquire MH, RV and marina properties. Our acquisition activities and their
success are subject to the following risks:
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we may be unable to acquire a desired property because of competition from other well-capitalized real estate investors,
including both publicly traded REITs and institutional investment funds;
even if we enter into an acquisition agreement for a property, it is usually subject to customary conditions to closing,
including completion of due diligence investigations to our satisfaction, which may not be satisfied;
even if we are able to acquire a desired property, competition from other real estate investors may significantly increase the
purchase price;
we may be unable to finance acquisitions on favorable terms;
acquired properties may fail to perform as expected;
acquired properties may be located in new markets where we face risks associated with a lack of market knowledge or
understanding of the local economy, lack of business relationships in the area, and unfamiliarity with local governmental and
permitting procedures; and
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties,
into our existing operations.
If any of the above risks occur, our business and results of operations could be adversely affected.
In addition, we may acquire properties subject to liabilities and we may be left with no, or limited, recourse, with respect to unknown
liabilities. As a result, we may have to pay substantial sums to settle any liabilities asserted against us based upon ownership of newly
acquired properties, which could adversely affect our cash flow.
We depend on Safe Harbor’s management to operate our recently-acquired marina business, and our acquisition of Safe Harbor
presents us with new risks.
Before we acquired Safe Harbor in October 2020, we did not own or operate any marinas. Safe Harbor’s operations are separate from
our other operations and we may experience inefficiencies in incorporating Safe Harbor’s financial reporting and coordinating
information technology systems and controls with those of the Company as a whole. In addition, the successful operation of our
marinas depends on our ability to retain key employees with experience in the marina business, including Baxter R. Underwood, who
is the Chief Executive Officer of Safe Harbor. The loss of services of Mr. Underwood or other key employees could have a materially
adverse effect on our ability to operate Safe Harbor. Although Mr. Underwood has entered into an employment and non-competition
agreement, upon certain events he will have the option to eliminate the non-competition covenant by foregoing certain compensation
and other benefits.
We do not currently maintain or contemplate obtaining any “key-man” life insurance on any of the key employees of Safe Harbor. Our
entry into the marina business also subjects us to new laws and regulations and may lead to increased litigation and regulatory risk
including but not limited to statutes and government regulations that govern the use of, and construction on, rivers, lakes and other
waterways. Exposure to the marina industry may expose us to certain weather events and risks to which we have not previously been
exposed. Additionally, the marina business may be affected in different ways or to a greater extent than our existing MH and RV
business by the COVID-19 pandemic with respect to infection control, facility and work-site access, or other related issues.
Investments through joint ventures involve risks not present for properties in which we are the sole owner.
We have invested and may continue to invest as a joint venture partner in joint ventures. These investments involve risks, including,
but not limited to, the possibility the other joint venture partner may have business goals which are inconsistent with ours, possess the
ability to take or force action or withhold consent contrary to our requests, fail to provide capital or fulfill its obligations, or become
insolvent and require us to assume and fulfill the joint venture’s financial obligations. Conflicts arising between us and our joint
venture partners may be difficult to manage or resolve and it could be difficult to manage or otherwise monitor the existing business
arrangements. We and our joint venture partners may each have the right to initiate a buy-sell arrangement, which could cause us to
sell our interest, or acquire a joint venture partner’s interest, at a time when we otherwise would not have entered into such a
transaction. Each joint venture agreement is individually negotiated, and our ability to operate, finance, or dispose of a property in our
sole discretion may be limited to varying degrees depending on the terms of the applicable joint venture agreement.
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Many of our properties are located in areas that experience extreme weather conditions and natural disasters and climate change
may adversely affect our business.
Extreme weather or weather-related conditions and other natural disasters, including hurricanes, flash floods, sea-level rise, tornadoes,
wildfires or earthquakes, may interrupt our operations, damage our properties and reduce the number of customers who utilize our
properties in the affected areas. Many of our properties are on coastlines that are subject to hurricane seasons, flash flooding and sea-
level rise; in areas adversely affected by wildfires, such as the western United States; and in earthquake-prone areas, such as the West
Coast. If there are prolonged disruptions at our properties due to extreme weather or natural disasters, our results of operations and
financial condition could be materially adversely affected.
While we maintain insurance coverage that may cover certain of the costs and loss of revenue associated with the effect of extreme
weather and natural disasters at our properties, our coverage is subject to deductibles and limits on maximum benefits. We cannot
assure you that we will be able to fully collect, if at all, on any claims resulting from extreme weather or natural disasters.
If any of our properties are damaged or if their operations are disrupted as a result of extreme weather or natural disasters, or if
extreme weather or natural disasters adversely impact general economic or other conditions in the areas in which our properties are
located or from which they draw their tenants and customers, our business, financial condition and results of operations could be
materially adversely affected.
Significant changes in the climate could exacerbate extreme weather conditions or natural disasters that may occur in areas where our
properties are located, all of which may result in additional physical damage to or a decrease in demand for properties located in these
areas or affected by these conditions. If the impact of climate change is material in nature, including significant property damage to or
destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely
affected. In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could result
in increased capital expenditures on our properties (for example, to improve their energy efficiency and / or resistance to inclement
weather) without a corresponding increase in revenue, resulting in adverse impacts to our net income.
Marinas may not be readily adaptable to other uses.
Marinas are specific-use properties and may contain features or assets that have limited alternative uses. These properties may also
have distinct operational functions that involve specific procedures and training. If the operations of any of our marinas become
unprofitable due to industry competition, operational execution or otherwise, then it may not be feasible to operate the property for
another use, and the value of certain features or assets used at the property, or the property itself, may be impaired. Should any of these
events occur, our financial condition, results of operations and cash flows could be adversely impacted.
We may be unable to obtain, renew or maintain permits, licenses and approvals necessary for the operation of our marinas.
The U.S. Army Corps of Engineers, the Coast Guard and other governmental bodies control much of the land located beneath and
surrounding many of our marinas and lease such land to Safe Harbor under leases that typically range from five to 50 years. As a
result, it is unlikely that we can obtain fee-simple title to the land on or near these marinas. If these governmental authorities terminate,
fail to renew, or interpret in ways that are materially less favorable any of the permits, licenses and approvals necessary for operation
of these properties, then our financial condition, results of operations and cash flows could be adversely impacted.
Some marinas must be dredged from time to time to remove silt and mud that collect in harbor-areas in order to assure that boat traffic
can safely enter the harbor. Dredging and disposing of the dredged material can be very costly and require permits from various
governmental authorities. If the permits necessary to dredge marinas or dispose of the dredged material cannot be timely obtained after
the acquisition of a marina, or if dredging is not practical or is exceedingly expensive, the operations of such property would be
materially and adversely affected.
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Our significant amount of debt could limit our operational flexibility or otherwise adversely affect our financial condition, and we
may incur more debt in the future.
We have a significant amount of debt. As of December 31, 2020, we had approximately $4.8 billion of total debt outstanding,
consisting of approximately $3.4 billion in debt that is collateralized by mortgage liens on 192 of the properties, $1.2 billion on our
lines of credit, $35.2 million of mandatorily redeemable preferred equity, and $34.7 million of preferred OP units that are mandatorily
redeemable. If we fail to meet our obligations under our secured debt, the lenders would be entitled to foreclose on all or some of the
collateral securing such debt which could have a material adverse effect on us and our ability to make expected distributions, and
could threaten our continued viability.
We are subject to the risks normally associated with debt financing, including the following risks:
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our cash flow may be insufficient to meet required debt payments, or we may need to dedicate a substantial portion of our
cash flow to pay our debt rather than to other areas of our business;
our existing indebtedness may limit our operating flexibility due to financial and other restrictive covenants, including
restrictions on incurring additional debt;
it may be more difficult for us to obtain additional financing for our operations, working capital requirements, capital
expenditures, debt service or other general requirements;
we may be more vulnerable in the event of adverse economic and industry conditions or a downturn in our business;
we may be placed at a competitive disadvantage compared to our competitors that have less debt; and
we may not be able to refinance at all or on favorable terms, as our debt matures.
If any of the above risks occurred, our financial condition and results of operations could be materially adversely affected.
Despite our current indebtedness levels, we may incur substantially more debt in the future. If new debt is added to our current debt
levels, an even greater portion of our cash flow will be needed to satisfy our debt service obligations. As a result, the related risks that
we now face could intensify and increase the risk of a default on our indebtedness.
We may incur liability under environmental laws arising from conditions at properties we acquire or operations at the properties
we own and operate.
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate is liable for the costs of
removal or remediation of certain hazardous substances at, on, under, or in such property. Such hazardous substances may be used at
or located on our properties, especially our marinas. Such laws often impose liability without regard to whether the owner knew of, or
was responsible for, the presence of such hazardous substances. The presence of such substances, or the failure to properly remediate
such substances, may adversely affect the owner’s ability to sell or rent the property, to borrow using the property as collateral or to
develop the property. Persons who arrange for the disposal or treatment of hazardous substances also may be liable for the costs of
removal or remediation of such substances at a disposal or treatment facility owned or operated by another person. In addition, certain
environmental laws impose liability for the management and disposal of asbestos-containing materials and for the release of such
materials into the air. These laws may result in fines or penalties and may permit third parties to seek recovery from owners or
operators of real properties for personal injury associated with asbestos-containing materials.
As the purchaser of properties we acquire or in connection with the operation of properties we own or manage, we may be liable for
removal or remediation costs, governmental fines and injuries to persons and property. When we arrange for the treatment or disposal
of hazardous substances at landfills or other facilities owned by other persons, we may be liable for the removal or remediation costs
at such facilities.
We subject our properties to a Phase I or similar environmental assessment as well as limited compliance evaluations (which involve
general inspections without soil sampling or ground water analysis) completed by independent environmental and engineering
consultants. In some cases, where these evaluations have recommended further, invasive investigations, those have also been
conducted. These environmental evaluations have not revealed any significant environmental liability that would have a material
adverse effect on our business. These audits cannot reflect conditions arising after the studies were completed, and no assurances can
be given that existing environmental studies reveal all environmental liabilities, that any prior owner or operator of a property or
neighboring owner or operator did not create any material environmental condition not known to us, or that a material environmental
condition does not otherwise exist as to any one or more properties.
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Moreover, we cannot be sure that: (a) future laws, ordinances or regulations will not impose any material environmental liability; or
(b) the current environmental condition of our properties will not be affected by tenants and occupants of the properties, by the
condition of land or operations in the vicinity of our properties (such as the presence of underground storage tanks), or by unrelated
third parties. Environmental liabilities that we may incur could have an adverse effect on our financial condition, results of operations
and cash flows.
The current pandemic of the coronavirus, or COVID-19, has materially and adversely impacted and disrupted our financial
condition, results of operations, cash flows and performance, and we expect it could continue to do so.
The COVID-19 pandemic has had, and it could continue to have, or a future pandemic could have, material and adverse effects on our
ability to successfully operate, and on our financial condition, results of operations and cash flows, including in the following possible
ways, among others:
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A downturn in the economy may affect the ability of the residents or customers in our MH communities and marinas to pay
their rent.
Travel restrictions may affect the ability of potential guests to travel to and use our RV resorts and marinas. A downturn in
the economy may independently reduce demand for our RV resorts and marinas, and our RV revenue may decrease if we
cannot convert as many transient RV sites to annual RV sites as planned.
RV resorts may be subject to government restrictions which limit the ability to operate or provide certain amenities.
• We may have difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability
in the global financial markets or deterioration in credit and financing conditions may result in insufficient liquidity or affect
our access to capital necessary to fund and grow our business and address maturing liabilities on a timely basis. As of
December 31, 2020, we had drawn $40.4 million on our unsecured senior credit facility of which the total capacity, excluding
the unexercised accordion feature, is $750.0 million, and approximately $1.2 billion on our Safe Harbor secured credit
facility of which the total capacity is $1.8 billion.
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The financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of
our debt agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could
negatively impact our ability to make additional borrowings under our senior credit facility and our Safe Harbor credit
facility.
Our ground up development and expansion activities, and conversions of transient RV sites to annual RV sites may be
disrupted, and we may be delayed in our current projects and timelines, the magnitude of which will depend, in part, on the
length and severity of the current governmental restrictions or limitations implemented in the future.
Our revenue from home sales and brokerage fees may decrease as a result of stay-at-home orders and travel restrictions.
The ancillary revenue from amenities at our properties, such as restaurants, golf courses, resort and marina activities, may
decrease.
The operation of our marinas may be disrupted by the COVID-19 pandemic with respect to infection control, facility and
work-site access, or other related issues. As result, we may experience delays in our current projects and timelines, the
magnitude of which will depend on governmental restrictions or limitations implemented in the future.
Negative impacts on our results of operations and our access to capital could cause us to eliminate or reduce the amount of
our distributions to stockholders, or to pay some or all of our distributions in common stock rather than cash.
A general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to
acquire additional properties.
A recession or additional market corrections resulting from the spread of COVID-19 could further affect the value of our
common stock, which is still the below the pre-COVID-19 value. We expect our stock price to continue to be volatile.
Governmental agencies that permit and approve our projects, suppliers, homebuilders, and other business partners and third
parties may be prevented from conducting business activities in the ordinary course for an indefinite period of time, which
could in turn negatively affect our business.
• We may have to furlough team members to reflect operating levels. Furloughed team members may not be available if we
later desire to hire them back. Furloughs and reductions in pay and hours may negatively affect the morale of our team
members.
• We may experience disruptions or inefficiencies in our ability to effectively operate our business because the vast majority of
our team members, including at our Main Office in Southfield, Michigan, are working virtually from their homes.
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SUN COMMUNITIES, INC.
The extent to which the COVID-19 pandemic impacts our operations, financial condition and financial results will depend on future
developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the
pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the
pandemic and containment measures, among others. The rapid development and fluidity of this situation precludes any prediction as to
the full adverse impact of the COVID-19 pandemic. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk
with respect to our performance, financial condition, results of operations, cash flows and performance. Moreover, many risk factors
set forth in this Annual Report on Form 10-K should be interpreted as heightened risks as a result of the impact of the COVID-19
pandemic.
Rent control legislation may harm our ability to increase rents.
State and local rent control laws in certain jurisdictions may limit our ability to increase rents at our MH properties to recover
increases in operating expenses and the costs of capital improvements. Enactment of such laws has been considered from time to time
in other jurisdictions. Certain properties are located, and we may purchase additional properties, in markets that are either subject to
rent control or in which rent-limiting legislation exists or may be enacted.
TAX RISKS RELATED TO OUR STATUS AS A REIT
We may suffer adverse tax consequences and be unable to attract capital if we fail to qualify as a REIT.
We believe that since our taxable year ended December 31, 1994, we have been organized and operated, and intend to continue to
operate, so as to qualify for taxation as a REIT under the Code. Although we believe that we have been and will continue to be
organized and have operated and will continue to operate so as to qualify for taxation as a REIT, we cannot be assured that we have
been or will continue to qualify as a REIT. Qualification as a REIT involves the satisfaction of numerous requirements (some on an
annual and quarterly basis) established under highly technical and complex Code provisions for which there are only limited judicial
or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our
control. In addition, frequent changes occur in the area of REIT taxation, which require us to monitor our tax status continually.
If we fail to qualify as a REIT in any taxable year, our taxable income could be subject to U.S. federal income tax at regular corporate
rates. Moreover, unless entitled to relief under certain statutory provisions, we also would be disqualified from treatment as a REIT for
the four taxable years following the year during which qualification was lost. This treatment would reduce our net earnings available
for investment or distribution to stockholders because of the additional tax liability to us for the years involved. In addition,
distributions to stockholders would no longer be required to be made.
Federal, state and foreign income tax laws governing REITs and related interpretations may change at any time, and any such
legislative or other actions affecting REITs could have a negative effect on us.
Federal, state and foreign income tax laws governing REITs, or the administrative interpretations of those laws may be amended at
any time. Federal, state, and foreign tax laws are under constant review by persons involved in the legislative process, at the Internal
Revenue Service and the U.S. Department of the Treasury, and at various state and foreign tax authorities. Changes to tax laws,
regulations, or administrative interpretations, which may be applied retroactively, could adversely affect us. We cannot predict
whether, when, in what forms, or with what effective dates, the tax laws, regulations, and administrative interpretations applicable to
us may be changed. Accordingly, we cannot assert that any such change will not significantly affect either our ability to qualify for
taxation as a REIT or the income tax consequences to us.
We intend for the Operating Partnership to be taxed as a partnership, but we cannot guarantee that it will qualify.
We believe that the Operating Partnership has been organized as a partnership and will qualify for treatment as such under the Code.
However, if the Operating Partnership is deemed to be a “publicly traded partnership,” it will be treated as a corporation instead of a
partnership for federal income tax purposes unless at least 90 percent of its income is qualifying income as defined in the Code. The
income requirements applicable to REITs and the definition of “qualifying income” for purposes of this 90 percent test are similar in
most respects. Qualifying income for the 90 percent test generally includes passive income, such as specified types of real property
rents, dividends, and interest. We believe that the Operating Partnership has and will continue to meet this 90 percent test, but we
cannot guarantee that it has or will. If the Operating Partnership were to be taxed as a regular corporation, it would incur substantial
tax liabilities, we would fail to qualify as a REIT for federal income tax purposes, and our ability to raise additional capital could be
significantly impaired.
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SUN COMMUNITIES, INC.
Partnership tax audit rules could have a material adverse effect on us.
The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the rules,
effective for taxable years beginning in 2018, among other changes and subject to certain exceptions, any audit adjustment to items of
income, gain, loss, deduction, or credit of a partnership (and a partner’s allocable share thereof) is determined, and taxes, interest, and
penalties attributable thereto are assessed and collected, at the partnership level. Unless the partnership makes an election permitted
under the new law or takes certain steps to require the partners to pay their tax on their allocable shares of the adjustment, it is possible
that partnerships in which we directly or indirectly invest, including the Operating Partnership, would be required to pay additional
taxes, interest and penalties as a result of an audit adjustment. We, as a direct or indirect partner of the Operating Partnership and other
partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though the Company, as a
REIT, may not otherwise have been required to pay additional corporate-level tax. The changes created by these rules are significant
for collecting tax in partnership audits and, accordingly, there can be no assurance that these rules will not have a material adverse
effect on us.
Our ability to accumulate cash may be restricted due to certain REIT distribution requirements.
In order to qualify as a REIT, we must distribute to our stockholders at least 90 percent of our REIT taxable income (calculated
without any deduction for dividends paid and excluding net capital gain) and to avoid federal income taxation, our distributions must
not be less than 100 percent of our REIT taxable income, including capital gains. As a result of the distribution requirements, we do
not expect to accumulate significant amounts of cash. Accordingly, these distributions could significantly reduce the cash available to
us in subsequent periods to fund our operations and future growth.
Our taxable REIT subsidiaries, or TRSs, are subject to special rules that may result in increased taxes.
As a REIT, we must pay a 100 percent penalty tax on certain payments that we receive if the economic arrangements between us and
any of our TRSs are not comparable to similar arrangements between unrelated parties. The Internal Revenue Service may
successfully assert that the economic arrangements of any of our inter-company transactions are not comparable to similar
arrangements between unrelated parties. This would result in unexpected tax liability which would adversely affect our cash flows.
Dividends payable by REITs do not qualify for the reduced tax rates applicable to certain dividends.
The maximum federal tax rate for certain qualified dividends payable to domestic stockholders that are individuals, trusts and estates
is 20 percent. Dividends payable by REITs, however, are generally not eligible for this reduced rate, although the Tax Cut and Jobs
Act permits a 20 percent deduction equal to the amount of qualifying REIT dividends received, thus bringing the maximum federal tax
rate on qualifying REIT dividends to 29.6 percent. While this rule does not adversely affect the taxation of REITs or dividends paid by
REITs, the more favorable rates applicable to regular qualified corporate dividends could cause investors who are individuals, trusts
and estates to perceive investments in REITs to be relatively less competitive than investments in stock of non-REIT corporations that
pay dividends, which could adversely affect the comparative value of the stock of REITs, including our common stock and preferred
stock.
Prospective investors should consult their own tax advisors regarding the effect of this change on their effective tax rate with respect
to REIT dividends.
Complying with REIT requirements may cause us to forego otherwise attractive opportunities.
To remain qualified as a REIT for federal income tax purposes, we must continually satisfy requirements and tests under the tax law
concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to
our stockholders and the ownership of our stock. In order to meet these tests, we may be required to forego or limit attractive business
or investment opportunities and distribute all of our net earnings rather than invest in attractive opportunities or hold larger liquid
reserves. Therefore, compliance with the REIT requirements may hinder our ability to operate solely to maximize profits.
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SUN COMMUNITIES, INC.
Our ability to use net operating loss carryforwards to reduce future tax payments may be limited if we experience a change in
ownership, or if taxable income does not reach sufficient levels.
Under Section 382 of the Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50 percent
change (by value) in its equity ownership over a rolling three-year period), the corporation’s ability to use its pre-ownership-change
net operating loss carryforwards to offset its post-ownership-change income may be limited. We may experience ownership changes in
the future. If an ownership change were to occur, we would be limited in the portion of net operating loss carryforwards that we could
use in the future to offset taxable income for U.S. federal income tax purposes.
RISKS RELATED TO RELATED PARTY TRANSACTIONS AND OUR STRUCTURE
Some of our directors and officers may have conflicts of interest with respect to certain related party transactions and other
business interests.
Lease of Executive Offices - 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 less than one percent interest in American Center
LLC. Mr. Shiffman is our Chief Executive Officer and Chairman of the Board. Each of Mr. Hermelin, Mr. Klein and Mr. Weiss is a
director of the Company. Under this agreement, we lease approximately 103,100 rentable square feet of permanent space. We
subsequently entered into an additional office space operating lease which commenced in January 2020. Under this agreement, we
lease approximately 20,087 rentable square feet of permanent space. The initial term of each lease is until October 31, 2026 and the
average gross base rent is $18.95 per square foot until October 31, 2020 with graduated rent increases thereafter. As of December 31,
2020, the average gross base rent was $19.45 per square foot. Each of Mr. Shiffman, Mr. Hermelin, Mr. Klein and Mr. Weiss may
have a conflict of interest with respect to his obligations as our officer and / or director and his ownership interest in American Center
LLC.
Use of Airplane - Gary A. Shiffman is the beneficial owner of an airplane that we use from time to time for business purposes. During
the years ended December 31, 2020 and 2019, we paid $0.3 million and $0.4 million for the use of the airplane, respectively. Mr.
Shiffman may have a conflict of interest with respect to his obligations as our officer and director and his ownership interest in the
airplane.
Telephone Services - Brian M. Hermelin is a principal and a beneficial owner of an entity that installs and maintains emergency
telephone systems at our properties. During the years ended December 31, 2020 and 2019, we paid $0.2 million for these services,
respectively. Mr. Hermelin may have a conflict of interest with respect to his obligations as our director and his position with and
ownership interest in the provider of these services.
Legal Counsel - During 2017-2020, Jaffe, Raitt, Heuer, & Weiss, Professional Corporation acted as our general counsel and
represented us in various matters. Arthur A. Weiss is the Chairman of the Board of Directors and a shareholder of such firm. We
incurred legal fees and expenses owed to Jaffe, Raitt, Heuer, & Weiss of approximately $13.3 million, $11.1 million and $7.1 million
in the years ended December 31, 2020, 2019 and 2018, respectively.
Tax Consequences Upon Sale of Properties - Gary A. Shiffman holds limited partnership interests in the Operating Partnership which
were received in connection with the contribution of properties from partnerships previously affiliated with him. Prior to any
redemption of these limited partnership interests for our common stock, Mr. Shiffman will have tax consequences different from those
on us and our public stockholders upon the sale of any of these partnerships. Therefore, we and Mr. Shiffman may have different
objectives regarding the appropriate pricing and timing of any sale of those properties.
Certain provisions in our governing documents may make it difficult for a third-party to acquire us.
9.8 percent Ownership Limit. In order to qualify and maintain our qualification as a REIT, not more than 50 percent of the outstanding
shares of our capital stock may be owned, directly or indirectly, by five or fewer individuals. Thus, ownership of more than 9.8
percent, in number of shares or value, of the issued and outstanding shares of our capital stock by any single stockholder has been
restricted, with certain exceptions, for the purpose of maintaining our qualification as a REIT under the Code. Such restrictions in our
charter do not apply to Milton M. Shiffman, Gary A. Shiffman, and Robert B. Bayer; trustees, personal representatives and agents to
the extent acting for them or their respective estates; or certain of their respective relatives.
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SUN COMMUNITIES, INC.
The 9.8 percent ownership limit, as well as our ability to issue additional shares of common stock or shares of other stock (which may
have rights and preferences over the common stock), may discourage a change of control of the Company and may also: (a) deter
tender offers for the common stock, which offers may be advantageous to stockholders; and (b) limit the opportunity for stockholders
to receive a premium for their common stock that might otherwise exist if an investor were attempting to assemble a block of common
stock in excess of 9.8 percent of our outstanding shares or otherwise effect a change of control of the Company.
Preferred Stock. Our charter authorizes the Board of Directors to issue up to 20,000,000 shares of preferred stock, none of which is
currently outstanding, and to establish the preferences and rights (including the right to vote and the right to convert into shares of
common stock) of any shares issued. The power to issue preferred stock could have the effect of delaying or preventing a change in
control of the Company even if a change in control were in the stockholders’ interest.
Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender
offer or seeking other change of control transactions that could involve a premium price for our common stock or that our
stockholders otherwise believe to be in their best interest.
Certain provisions of the Maryland General Corporation Law (“MGCL”) may have the effect of inhibiting a third-party from making a
proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of
our capital stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
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“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an
“interested stockholder” (defined generally as any person who beneficially owns 10 percent or more of the voting power of
our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10
percent or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately
prior to the date in question) for five years after the most recent date on which the stockholder becomes an interested
stockholder, and thereafter impose fair price and / or supermajority and stockholder voting requirements on these
combinations; and
“control share” provisions that provide that “control shares” of our company (defined as shares that, when aggregated with
other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power
in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or
control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders
by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
The provisions of the MGCL relating to business combinations do not apply, however, to business combinations that are approved or
exempted by our Board of Directors prior to the time that the interested stockholder becomes an interested stockholder. As permitted
by the statute, our Board of Directors has by resolution exempted Milton M. Shiffman, Robert B. Bayer, and Gary A. Shiffman, their
affiliates and all persons acting in concert or as a group with the foregoing, from the business combination provisions of the MGCL
and, consequently, the five-year prohibition and the supermajority vote requirements will not apply to business combinations between
us and these persons. As a result, these persons may be able to enter into business combinations with us that may not be in the best
interests of our stockholders without compliance by our company with the supermajority vote requirements and the other provisions of
the statute.
Also, pursuant to a provision in our bylaws, we have exempted any acquisition of our stock from the control share provisions of the
MGCL. However, our Board of Directors may by amendment to our bylaws opt into the control share provisions of the MGCL at any
time in the future.
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SUN COMMUNITIES, INC.
Additionally, Subtitle 8 of Title 3 of the MGCL permits our Board of Directors, without stockholder approval and regardless of what
is currently provided in our charter or bylaws, to elect to be subject to certain provisions relating to corporate governance that may
have the effect of delaying, deferring or preventing a transaction or a change of control of our company that might involve a premium
to the market price of our common stock or otherwise be in our stockholders’ best interests. These provisions include a classified
board; two-thirds vote to remove a director; that the number of directors may only be fixed by the Board of Directors; that vacancies
on the board as a result of an increase in the size of the board or due to death, resignation or removal can only be filled by the board,
and the director appointed to fill the vacancy serves for the remainder of the full term of the class of director in which the vacancy
occurred; and a majority requirement for the calling by stockholders of special meetings. Other than a classified board, the filling of
vacancies as a result of the removal of a director and a majority requirement for the calling by stockholders of special meetings, we are
already subject to these provisions, either by provisions of our charter and bylaws unrelated to Subtitle 8 or by reason of an election to
be subject to certain provisions of Subtitle 8. In the future, our Board of Directors may elect, without stockholder approval, to make us
subject to the provisions of Subtitle 8 to which we are not currently subject.
Our Board of Directors has power to adopt, alter or repeal any provision of our bylaws or make new bylaws, provided, however, that
our stockholders may alter or repeal any provision of our bylaws and adopt new bylaws if any such alteration, repeal or adoption is
approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.
GENERAL RISK FACTORS
Our share price could be volatile and could decline, resulting in a substantial or complete loss on our stockholders’ investment.
The stock markets, including the New York Stock Exchange (“NYSE”), on which we list our common stock, have experienced
significant price and volume fluctuations. As a result, the market price of our common stock and preferred stock could be similarly
volatile, and investors in our common stock and preferred stock may experience a decrease in the value of their shares, including
decreases unrelated to our operating performance or prospects. The price of our common stock and preferred stock could be subject to
wide fluctuations in response to a number of factors, including:
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outbreaks of disease, including the COVID-19 pandemic, and related stay-at-home orders, quarantine policies and restrictions
on travel, trade and business operation;
issuances of other equity securities in the future, including new series or classes of preferred stock;
our operating performance and the performance of other similar companies;
our ability to maintain compliance with covenants contained in our debt facilities;
actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity;
changes in expectations of future financial performance or changes in our earnings estimates or those of analysts;
changes in our distribution policy;
publication of research reports about us or the real estate industry generally;
increases in market interest rates that lead purchasers of our common stock and preferred stock to demand a higher dividend
yield;
changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar and the
Australian dollar;
changes in market valuations of similar companies;
adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt maturing in the near-term
and medium-term and our ability to refinance our debt, or our plans to incur additional debt in the future;
additions or departures of key management personnel;
speculation in the press or investment community;
equity issuances by us, or share resales by our stockholders or the perception that such issuances or resales may occur;
actions by institutional stockholders; and
general market and economic conditions.
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SUN COMMUNITIES, INC.
Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock or preferred
stock to decline significantly, regardless of our financial condition, results of operations and prospects. It is impossible to provide any
assurance that the market price of our common stock or preferred stock will not fall in the future, and it may be difficult for holders to
resell shares of our common stock or preferred stock at prices they find attractive, or at all. In the past, securities class action litigation
has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in
substantial costs and divert our management’s attention and resources.
Substantial sales or issuances of our common or preferred stock could cause our stock price to fall.
The sale or issuance of substantial amounts of our common stock or preferred stock, whether directly by us or in the secondary market,
the perception that such sales could occur or the availability of future issuances of shares of our common stock, preferred stock, OP
units or other securities convertible into or exchangeable or exercisable for our common stock or preferred stock, could materially and
adversely affect the market price of our common stock or preferred stock and our ability to raise capital through future offerings of
equity or equity-related securities. In addition, we may issue capital stock that is senior to our common stock in the future for a
number of reasons, including to finance our operations and business strategy, to adjust our ratio of debt to equity or for other reasons.
Based on the applicable conversion ratios then in effect, as of February 11, 2021, in the future we may issue to the limited partners of
the Operating Partnership, up to approximately 5.7 million shares of our common stock in exchange for their OP units. The limited
partners may sell such shares pursuant to registration rights, if available, or an available exemption from registration. As of February
11, 2021, options to purchase 1,500 shares of our common stock were outstanding under our equity incentive plans, and we currently
have the authority to issue restricted stock awards or options to purchase up to an additional 899,254 shares of our common stock
pursuant to our equity incentive plans. In addition, we have entered into an At-the-Market Offering Sales Agreement to issue and sell
shares of common stock. As of February 11, 2021, our Board of Directors had authorized us to sell an additional $286.3 million of
common stock under this agreement. No prediction can be made regarding the effect that future sales of shares of our common stock
or our other securities will have on the market price of shares.
Our business operations may not generate the cash needed to make distributions on our capital stock or to service our
indebtedness, and we may adjust our common stock distribution policy.
Our ability to make distributions on our common stock and preferred stock, and payments on our indebtedness and to fund planned
capital expenditures will depend on our ability to generate cash in the future. We cannot assure you that our business will generate
sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make
distributions on our common stock or preferred stock, to pay our indebtedness or to fund our other liquidity needs.
The decision to declare and pay distributions on shares of our common stock in the future, as well as the timing, amount and
composition of any such future distributions, will be at the sole discretion of our Board of Directors in light of conditions then
existing, including our earnings, financial condition, capital requirements, debt maturities, the availability of debt and equity capital,
applicable REIT and legal restrictions, general overall economic conditions and other factors. Any change in our distribution policy
could have a material adverse effect on the market price of our common stock.
We rely on key management.
We depend on the efforts of our executive officers, Gary A. Shiffman, John B. McLaren, Karen J. Dearing, Bruce Thelen, and Baxter
R. Underwood. The loss of services of one or more of these executive officers could have a temporary adverse effect on our
operations. We do not currently maintain or contemplate obtaining any “key-man” life insurance on our executive officers.
The phase out of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with a different reference rate, may
adversely affect interest rates.
The Financial Conduct Authority (the authority that regulates LIBOR) has announced that it plans on phasing out LIBOR by the end
of 2021. Many of our property-level real estate loans have fixed interest rates which will not be impacted by any change in LIBOR.
Certain of our other loans, including a majority of the borrowings under our $750.0 million senior credit facility and our borrowings
under Safe Harbor’s $1.8 billion credit facility, have interest rates based on LIBOR. Each of our senior credit facility and Safe
Harbor’s credit facility provides that the administrative agent in consultation with us will endeavor to determine an interest rate to
replace the current LIBOR rate, and until the parties agree on a successor LIBOR rate we can continue to borrow under the credit
facilities using the prime rate. The replacement of LIBOR with an alternative rate or benchmark may adversely affect our interest rates
and result in higher borrowing costs. This could materially and adversely affect our results of operations, cash flows and liquidity.
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SUN COMMUNITIES, INC.
Cybersecurity breaches and other disruptions could compromise our information and expose us to liability, which would cause our
business and reputation to suffer.
We rely intensively on information technology to account for tenant transactions, manage the privacy of tenant data, communicate
internally and externally, and analyze our financial and operating results. In the ordinary course of our business, we collect and store
sensitive data, including our proprietary business information and that of our tenants, clients, vendors and employees in our facilities
and on our network. In addition, we engage third party service providers that may have access to such information in connection with
providing necessary information technology and security and other business services to us. This information may include personally
identifiable information such as social security numbers, banking information and credit card information.
We address potential breaches or disclosure of this confidential information by implementing a variety of security measures intended
to protect the confidentiality and security of this information including (among others) engaging reputable, recognized firms to help us
design and maintain our information technology and data security systems, including testing and verification of their proper and secure
operations on a periodic basis. We also maintain cyber risk insurance to provide some coverage for certain risks arising out of data and
network breaches. Our senior leadership regularly updates the Board of Directors on security matters and meets at least annually to
review program progress and plans, incidents if any, and emerging risks.
Despite our security measures, our information technology and infrastructure, as well as that of our third-party vendors, may be
vulnerable to attacks by hackers (including through malware, ransomware, computer viruses, and email phishing schemes) or breached
due to employee error, malfeasance, fire, flood or other physical event, or other disruptions. Any such breach or disruption could
compromise our or a third-party vendor’s network and the information stored there could be accessed, publicly disclosed, lost or
stolen. Any such access, disclosure or other loss of information could:
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result in legal claims or proceedings,
disrupt our operations, including our ability to service our tenants and our ability to analyze and report our financial and
operating results,
decrease our revenues,
damage our reputation,
cause a loss of confidence,
increase our insurance premiums, or
have other material adverse effects on our business.
We depend on continuous access to the internet to use our cloud-based applications. Damage to, or failure of our information
technology systems, including as a result of any of the reasons described above, could adversely affect our results of operations as we
may incur significant costs or data loss. We continually assess new and enhanced information technology solutions to manage the risk
of system failure or interruption.
Losses in excess of our insurance coverage or uninsured losses could adversely affect our operating results and cash flow.
We have a significant concentration of MH and RV properties in Florida and California and marinas on coastlines, where natural
disasters or other catastrophic events such as hurricanes, flash floods, sea-level rise, tornadoes, wildfires and earthquakes could
negatively impact our operating results and cash flows. We maintain comprehensive liability, fire, property, business interruption,
general liability, and (where appropriate) flood and earthquake insurance, and other lines of insurance we have determined to be
appropriate for our business, provided by reputable companies with commercially reasonable deductibles and limits. We believe the
policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and
industry practice. However, certain types of losses including, but not limited to, riots or acts of war, may be either uninsurable or not
economically insurable. In the event an uninsured loss occurs, we could lose both our investment in and anticipated profits and cash
flow from the affected property. We would also continue to be obligated to repay any mortgage indebtedness or other obligations
related to the community. If an uninsured liability to a third party were to occur, we would incur the cost of defense and settlement
with, or court ordered damages to, that third party. A significant uninsured property or liability loss could have a material adverse
effect on our business and our financial condition and results of operations.
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SUN COMMUNITIES, INC.
Expanding social media platforms present new challenges.
Social media outlets continue to grow and expand, which presents us with new risks. Adverse content about us and our properties on
social media platforms could result in damage to our reputation or brand. Improper posts by employees or others could result in
disclosure of confidential or proprietary information regarding our operations.
Our operations are subject to regulation under various federal, state, and local laws and regulations that may expose us to
significant costs and liabilities.
Our properties and the operations at them are subject to regulation under various federal, state and local laws and regulations.
Compliance with laws and regulations that govern our operations may require expenditures and modifications of development plans
and operations that could have a detrimental effect on the operations of our properties and our financial condition, results of operations
and cash flows. There can be no assurance that the application of laws, regulations or policies, or changes in such laws, regulations
and policies, will not occur in a manner that could have a detrimental effect on any property.
We may be adversely impacted by fluctuations in foreign currency exchange rates.
Our current and future investments in and operations of Canadian and Australian properties are or will be exposed to the effects of
changes in the Canadian dollar and Australian dollar, respectively, against the U.S. dollar. Changes in foreign currency exchange rates
cannot always be predicted; as a result, substantial unfavorable changes in exchange rates could have a material adverse effect on our
financial condition and results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
23
SUN COMMUNITIES, INC.
ITEM 2. PROPERTIES
As of December 31, 2020, our properties were located throughout the US and in Ontario, Canada and consisted of 276 MH
communities, 136 RV resorts, 34 properties containing both MH and RV sites, and 106 marinas.
As of December 31, 2020, our properties contained an aggregate of 188,176 developed sites comprised of 96,688 developed MH sites,
27,564 annual RV sites (inclusive of both annual and seasonal usage rights), 25,043 transient RV sites and 38,881 wet slips and dry
storage spaces. There are 10,025 additional MH and RV sites suitable for development. Most of our properties include amenities
oriented toward family and retirement living. Of our 552 properties, 185 each have 300 or more developed sites, with the largest
having 2,341 developed MH and RV sites. See “Real Estate and Accumulated Depreciation, Schedule III,” included in our
Consolidated Financial Statements, for detail on properties that are encumbered.
As of December 31, 2020, our MH and RV properties had an occupancy rate of 97.3 percent excluding transient RV sites. Since
January 1, 2020, the MH and RV properties have averaged an aggregate annual turnover of homes (where the home is moved out of
the community) of approximately 2.8 percent and an average annual turnover of residents (where the resident-owned home is sold and
remains within the community, typically without interruption of rental income) of approximately 6.7 percent. The average renewal rate
for residents in our Rental Program was 69.5 percent for the year ended December 31, 2020.
We believe that our properties’ high amenity levels, customer service loyalty, and customer retention program contribute to low
turnover and generally high occupancy rates. All of the properties provide residents with attractive amenities with most offering a
clubhouse, a swimming pool, and laundry facilities. Many of the properties offer additional amenities such as sauna / whirlpool spas,
tennis courts, shuffleboard, basketball courts, and / or exercise rooms. Many RV resorts offer incremental amenities including golf,
pro shops, restaurants, zip lines, waterparks, watersports, and thematic experiences.
Our MH and RV properties are principally located in the mid-western, southern and Southeastern regions of the U.S., and Ontario,
Canada. Our marinas are principally located in the northeastern, southern, mid-Atlantic, western and mid-western regions of the U.S,
with the majority of such marinas concentrated in coastal regions and others located in various inland regions. We believe that
geographic diversification helps to insulate the portfolio from regional economic influences. We have concentrated our properties
within certain areas of the regions in order to achieve economies of scale in management and operation.
The following tables set forth certain information relating to our MH and RV properties as of December 31, 2020. The occupancy
percentage includes MH sites and annual RV sites and excludes transient RV sites.
Property Name
UNITED STATES
MIDWEST
Michigan
Academy / West Point
Allendale Meadows Mobile Village
Alpine Meadows Mobile Village
Apple Carr Village
Arbor Woods
Brentwood Mobile Village
Broadview Estates
Brookside Village
Byron Center Mobile Village
Camelot Villa
Cider Mill Crossings
Cider Mill Village
Country Acres Mobile Village
Country Hills Village
Country Meadows Mobile Village
Country Meadows Village
Creekwood Meadows
MH
/RV
City
State
MH and
Annual RV
Sites as of
12/31/2020
Transient
RV Sites as
of
12/31/2020
Occupancy
as of
12/31/2020
Occupancy
as of
12/31/2019
MH Canton
MH Allendale
MH Grand Rapids
MH Muskegon
MH Ypsilanti
MH Kentwood
MH Davison
MH Kentwood
MH Kentwood
MH Macomb
MH Fenton
MH Middleville
MH Cadillac
MH Hudsonville
MH Flat Rock
MH Caledonia
MH Burton
24
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
441
352
403
713
458
195
474
196
143
712
621
258
182
239
577
395
336
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
98.0 %
99.1 %
97.3 %
86.5 % (1)
99.1 %
99.5 %
87.1 %
100.0 %
98.6 %
98.6 %
87.6 % (1)
98.4 %
95.1 %
99.6 %
98.8 %
100.0 %
99.1 %
98.2 %
98.9 %
98.3 %
78.5 % (1)
99.1 %
97.4 %
82.3 %
100.0 %
97.9 %
99.0 %
74.6 % (1)
98.4 %
95.1 %
99.6 %
97.7 %
99.5 %
94.0 %
Property Name
Cutler Estates Mobile Village
Dutton Mill Village
East Village Estates
Egelcraft
Fisherman's Cove
Frenchtown Villa / Elizabeth Woods
Grand Mobile Estates
Hamlin
Hickory Hills Village
Hidden Ridge RV Resort(2)
Highland Green Estates
Holiday West Village
Holly Village / Hawaiian Gardens
Hunters Crossing
Hunters Glen
Kensington Meadows
Kimberly Estates
King's Court Mobile Village
Knollwood Estates
Lafayette Place
Lakeview
Leisure Village
Lincoln Estates
Meadow Lake Estates
Meadowbrook Estates
Meadowlands of Gibraltar
Northville Crossing
Oak Island Village
Petoskey KOA RV Resort(2)
Petoskey RV Resort(2)
Pinebrook Village
Presidential Estates Mobile Village
Richmond Place
River Haven Village
Rudgate Clinton
Rudgate Manor
Scio Farms Estates
Sheffield Estates
Shelby Forest
Shelby West
Silver Creek RV Resort(2)
Silver Springs
Southwood Village
St. Clair Place
Sunset Ridge
Sycamore Village
Tamarac Village
Tamarac Village RV Resort(2)
Timberline Estates
Town & Country Mobile Village
Troy Villa
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2020
Transient
RV Sites as
of
12/31/2020
259
307
708
458
162
1,140
219
230
283
196
879
341
425
114
396
290
387
802
161
254
392
256
191
425
453
320
756
250
52
9
185
364
117
721
667
931
913
228
664
644
160
547
394
100
388
396
302
110
296
192
282
—
—
—
—
—
—
—
—
—
139
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
156
144
—
—
—
—
—
—
—
—
—
—
104
—
—
—
—
—
—
3
—
—
—
Occupancy
as of
12/31/2020
98.8 %
99.3 %
Occupancy
as of
12/31/2019
98.8 %
99.7 %
99.9 %
97.8 %
98.1 %
99.2 %
98.2 %
98.7 %
99.6 %
100.0 %
56.5 %
99.7 %
97.9 %
100.0 %
98.7 %
96.2 %
98.2 %
99.0 %
96.9 %
99.2 %
99.0 %
99.6 %
98.4 %
99.3 %
99.1 %
99.4 %
99.7 %
100.0 %
100.0 %
100.0 %
98.9 %
99.2 %
100.0 %
96.1 %
99.3 %
98.8 %
99.1 %
99.1 %
99.5 %
99.7 %
100.0 %
100.0 %
99.7 %
97.0 %
87.6 % (1)
99.0 %
98.3 %
100.0 %
98.3 %
99.0 %
86.9 %
98.6 %
97.4 %
97.5 %
94.6 %
96.8 %
95.7 %
97.5 %
100.0 %
N/A (4)
100.0 %
96.2 %
98.2 %
97.2 %
94.8 %
98.4 %
90.6 %
97.5 %
96.9 %
98.5 %
98.4 %
99.5 %
98.6 %
96.5 %
100.0 %
99.1 %
97.6 %
100.0 %
100.0 %
97.8 %
97.8 %
94.9 %
90.7 %
98.4 %
97.6 %
98.9 %
98.2 %
99.1 %
98.9 %
100.0 %
98.7 %
99.0 %
90.0 %
78.1 % (1)
98.7 %
99.7 %
100.0 %
96.6 %
99.0 %
N/A (4)
MH
/RV
City
MH Grand Rapids
MH Caledonia
MH Washington Twp.
MH Muskegon
MH Flint Twp.
MH Newport
MH Grand Rapids
MH Webberville
MH Battle Creek
RV Hopkins
MH Highland
MH Holland
MH Holly
MH Capac
MH Wayland
MH Lansing
MH Newport
MH Traverse City
MH Allendale
MH Warren
MH Ypsilanti
MH Belmont
MH Holland
MH White Lake
MH Monroe
MH Gibraltar
MH Northville
MH East Lansing
RV Petoskey
RV Petoskey
MH Kentwood
MH Hudsonville
MH Richmond
MH Grand Haven
MH Clinton Township
MH Sterling Heights
MH Ann Arbor
MH Auburn Hills
MH Shelby Twp.
MH Shelby Twp.
RV Mears
MH Clinton Township
MH Grand Rapids
MH St. Clair
MH Portland
MH Mason
MH Ludington
RV Ludington
MH Coopersville
MH Traverse City
MH Troy
25
State
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
Property Name
Warren Dunes Village
Waverly Shores Village
West Village Estates
White Lake Mobile Home Village
Windham Hills Estates
Windsor Woods Village
Woodhaven Place
Michigan Total
Indiana
Brookside Mobile Home Village
Carrington Pointe
Clear Water Mobile Village
Cobus Green Mobile Home Park
Deerfield Run
Four Seasons
Jellystone Park™ at Barton Lake(2)
Lake Rudolph Campground & RV Resort(2)
Liberty Farm
Pebble Creek
Pine Hills
Roxbury Park
Indiana Total
Ohio
Apple Creek
East Fork Crossing
Indian Creek RV & Camping Resort(2)
Oakwood Village
Orchard Lake
Westbrook Senior Village
Westbrook Village
Willowbrook Place
Woodside Terrace
Ohio Total
SOUTH
Texas
Austin Lone Star RV Resort(2)
Blazing Star(2)
Boulder Ridge
Branch Creek Estates
Chisholm Point Estates
Comal Farms
Hill Country Cottage and RV Resort(2)
Jellystone Park™ at Guadalupe River(2)
Jellystone Park™ at Hill Country(2)
La Hacienda RV Resort(2)
Lone Star Jellystone Park(2)
Oak Crest
Pecan Branch
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2020
Transient
RV Sites as
of
12/31/2020
Occupancy
as of
12/31/2020
98.7 %
100.0 %
98.9 %
98.4 %
98.3 %
99.7 %
100.0 %
96.6 %
Occupancy
as of
12/31/2019
89.2 % (1)
100.0 %
99.0 %
98.7 %
95.5 %
99.7 %
98.6 %
96.0 %
97.2 %
85.5 % (1)
97.4 %
98.2 %
93.1 %
98.2 %
N/A
N/A
95.9 %
98.6 %
98.4 %
97.7 %
95.6 %
99.4 %
99.7 %
100.0 %
98.6 %
97.3 %
100.0 %
98.3 %
99.2 %
96.8 %
98.7 %
95.6 %
83.3 % (1)
95.2 %
96.6 %
93.7 %
95.0 %
N/A (4)
N/A
95.9 %
93.2 %
98.4 %
98.2 %
93.9 %
98.3 %
99.4 %
100.0 %
98.2 %
97.3 %
100.0 %
98.8 %
98.1 %
93.8 %
98.1 %
100.0 %
100.0 %
97.1 % (1)
100.0 %
99.3 %
98.6 %
100.0 %
N/A
N/A
N/A
N/A
94.2 %
86.0 % (1)
100.0 %
100.0 %
78.9 % (1)
98.0 %
97.7 %
99.7 %
100.0 %
N/A
N/A
N/A
N/A (4)
76.3 % (1)
78.6 % (1)
314
415
628
315
469
314
220
29,086
570
468
227
386
175
218
—
—
220
296
129
398
3,087
176
350
445
511
147
112
344
266
439
2,790
55
117
1,220
400
427
367
67
—
—
48
—
654
229
—
—
—
—
—
—
—
546
—
—
—
—
—
—
555
534
—
—
—
—
1,089
—
—
135
—
—
—
—
—
—
135
102
145
—
—
—
—
302
251
167
196
345
—
—
City
MH
/RV
MH Bridgman
MH Holland
MH Romulus
MH White Lake
MH Jackson
MH Wayland
MH Woodhaven
MH Goshen
MH Fort Wayne
MH South Bend
MH Osceola
MH Anderson
MH Elkhart
RV Fremont
RV Santa Claus
MH Valparaiso
MH Greenwood
MH Middlebury
MH Goshen
State
MI
MI
MI
MI
MI
MI
MI
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
OH
MH Amelia
OH
MH Batavia
RV Geneva on the Lake OH
OH
MH Miamisburg
OH
MH Milford
OH
MH Toledo
OH
MH Toledo
OH
MH Toledo
OH
MH Holland
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
RV Austin
RV San Antonio
MH Pflugerville
MH Austin
MH Pflugerville
MH New Braunfels
RV New Braunfels
RV Kerrville
RV Canyon Lake
RV Austin
RV Waller
MH Austin
MH Georgetown
26
Property Name
Pine Trace
River Ranch
River Ridge Estates
Saddlebrook
Sandy Lake
Sandy Lake RV Resort(2)
Stonebridge
Summit Ridge
Sunset Ridge
Travelers World
Travelers World RV Resort(2)
Treetops RV Resort(2)
Woodlake Trails
Texas Total
SOUTHEAST
Florida
Arbor Terrace RV Park(2)
Ariana Village
Bahia Vista Estates
Baker Acres RV Resort(2)
Big Tree RV Resort(2)
Blue Heron Pines
Blue Jay
Blue Jay RV Resort(2)
Blueberry Hill(2)
Brentwood Estates
Buttonwood Bay
Buttonwood Bay RV Resort(2)
Candlelight Manor
Carriage Cove
Central Park
Central Park Resort RV Resort(2)
Citrus Hill RV Resort(2)
Club Naples(2)
Club Wildwood
Colony in the Wood
Compass RV Resort(2)
Country Squire
Country Squire RV Resort(2)
Cypress Greens
Daytona Beach RV Resort(2)
Deerwood
Dunedin RV Resort(2)
Ellenton Gardens RV Resort(2)
Emerald Coast
Emerald Coast RV Resort(2)
Fairfield Village
Flamingo Lake RV Resort(2)
Forest View
Glen Haven
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2020
Transient
RV Sites as
of
12/31/2020
—
—
—
—
—
65
—
—
—
—
133
104
—
1,810
Occupancy
as of
12/31/2020
98.5 %
97.6 %
99.2 %
99.1 %
100.0 %
100.0 %
99.1 %
99.1 %
97.1 %
100.0 %
100.0 %
100.0 %
90.5 % (1)
97.5 %
Occupancy
as of
12/31/2019
98.4 %
98.5 %
99.4 %
97.9 %
98.1 %
100.0 %
96.7 %
96.2 %
98.2 %
100.0 %
100.0 %
100.0 %
82.0 % (1)
92.0 %
111
—
—
71
67
—
—
21
95
—
—
171
—
—
—
171
48
85
—
—
175
—
2
—
97
—
45
43
—
159
—
422
—
—
100.0 %
98.6 %
99.6 %
100.0 %
100.0 %
98.3 %
99.5 %
100.0 %
100.0 %
98.4 %
99.0 %
100.0 %
99.2 %
100.0 %
90.4 %
100.0 %
100.0 %
100.0 %
100.0 %
99.0 %
N/A
99.0 %
100.0 %
98.5 %
100.0 %
98.1 %
100.0 %
100.0 %
95.2 %
100.0 %
99.7 %
N/A
98.7 %
100.0 %
100.0 %
98.6 %
99.6 %
100.0 %
100.0 %
97.1 %
99.5 %
100.0 %
100.0 %
99.0 %
99.5 %
100.0 %
96.1 %
99.6 %
90.3 %
100.0 %
100.0 %
100.0 %
99.8 %
98.4 %
N/A
97.9 %
100.0 %
98.1 %
100.0 %
99.5 %
100.0 %
100.0 %
92.9 %
100.0 %
98.6 %
N/A (4)
98.7 %
98.1 %
680
848
515
562
54
155
335
446
171
8
22
70
316
7,766
250
207
251
281
344
408
206
32
310
191
407
361
128
467
114
193
134
219
478
383
—
97
23
259
135
569
194
151
42
—
293
—
300
52
City
MH
/RV
MH Houston
MH Austin
MH Austin
MH San Marcos
MH Carrollton
RV Carrollton
MH San Antonio
MH Converse
MH Kyle
MH San Antonio
RV San Antonio
RV Arlington
MH San Antonio
State
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
RV Brandenton
MH Lakeland
MH Sarasota
RV Zephyrhills
RV Arcadia
MH Punta Gorda
MH Dade City
RV Dade City
RV Bushnell
MH Hudson
MH Sebring
RV Sebring
MH South Daytona
MH Sanford
MH Haines City
RV Haines City
RV Dade City
RV Naples
MH Hudson
MH Port Orange
RV St. Augustine
MH Paisley
RV Paisley
MH Lake Alfred
RV Port Orange
MH Orlando
RV Dunedin
RV Ellenton
MH Panama City Beach
RV Panama City Beach
MH Ocala
RV Jacksonville
MH Homosassa
MH Zephyrhills
27
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2020
Property Name
Glen Haven RV Resort(2)
Goldcoaster
Goldcoaster RV Resort(2)
Grand Bay
Grand Lakes RV Resort(2)
Grove Ridge RV Resort(2)
Groves RV Resort(2)
Gulfstream Harbor
Hacienda Del Rio
Hidden River RV Resort(2)
Holly Forest Estates
Homosassa River RV Resort(2)
Horseshoe Cove RV Resort(2)
Indian Creek Park
Indian Creek RV Park(2)
Island Lakes
King’s Lake
Kings Manor
King’s Pointe
Kissimmee Gardens
Kissimmee South
Kissimmee South RV Resort(2)
La Costa Village
Lake Josephine RV Resort(2)
Lake Juliana Landings
Lake Pointe Village
Lake San Marino RV Park(2)
Lakeland RV Resort(2)
Lakeshore Landings
Lakeshore Villas
Lamplighter
Majestic Oaks RV Resort(2)
Marco Naples RV Resort(2)
Meadowbrook Village
Mill Creek
Mill Creek RV Resort(2)
Mouse Mountain Resort
Mouse Mountain RV Resort(2)
Naples RV Resort(2)
New Ranch
North Lake Estates(2)
Oakview Estates
Ocean Breeze
Ocean Breeze RV Resort
Ocean Breeze - Jensen Beach
Ocean Breeze - Jensen Beach RV Resort(2)
Orange City
Orange City RV Resort(2)
Orange Tree Village
Paddock Park South
Palm Key Village
City
MH
/RV
RV Zephyrhills
MH Homestead
RV Homestead
MH Dunedin
RV Citra
RV Dade City
RV Fort Myers
MH Orlando
MH Edgewater
RV Riverview
MH Holly Hill
RV Homosassa Springs
RV Bradenton
MH Ft. Myers Beach
RV Ft. Myers Beach
MH Merrit Island
MH DeBary
MH Lakeland
MH Lake Alfred
MH Kissimmee
MH Davenport
RV Davenport
MH Port Orange
RV Sebring
MH Auburndale
MH Mulberry
RV Naples
RV Lakeland
MH Orlando
MH Tampa
MH Port Orange
RV Zephyrhills
RV Naples
MH Tampa
MH Kissimmee
RV Kissimmee
MH Davenport
RV Davenport
RV Naples
MH Clearwater
RV Moor Haven
MH Arcatia
MH Marathon
RV Marathon
MH Jensen Beach
RV Jensen Beach
MH Orange City
RV Orange City
MH Orange City
MH Ocala
MH Davenport
28
State
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Transient
RV Sites as
of
12/31/2020
53
—
9
—
104
83
35
—
—
125
—
98
136
—
120
—
—
—
—
—
—
71
—
58
—
—
163
29
—
—
—
35
114
—
—
20
—
144
61
—
81
—
—
—
—
110
—
112
—
—
—
Occupancy
as of
12/31/2020
100.0 %
99.6 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
99.6 %
98.8 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
96.7 %
99.6 %
100.0 %
90.8 %
100.0 %
100.0 %
100.0 %
98.2 %
99.4 %
100.0 %
100.0 %
100.0 %
98.6 %
100.0 %
100.0 %
100.0 %
100.0 %
88.2 %
100.0 %
97.7 %
100.0 %
100.0 %
97.9 %
100.0 %
100.0 %
31.9 % (1)(5)
— % (5)
73.6 % (1)
100.0 %
100.0 %
100.0 %
99.2 %
79.8 %
100.0 %
Occupancy
as of
12/31/2019
100.0 %
99.8 %
100.0 %
99.3 %
100.0 %
100.0 %
100.0 %
99.2 %
98.9 %
100.0 %
100.0 %
100.0 %
100.0 %
99.7 %
100.0 %
100.0 %
100.0 %
95.8 %
98.7 %
100.0 %
91.5 %
100.0 %
100.0 %
100.0 %
98.2 %
99.4 %
100.0 %
100.0 %
99.3 %
99.6 %
99.2 %
100.0 %
100.0 %
100.0 %
91.2 %
100.0 %
N/A (4)
N/A (4)
100.0 %
97.9 %
100.0 %
100.0 %
8.5 % (1)(5)
— % (5)
76.2 % (1)
100.0 %
100.0 %
100.0 %
100.0 %
79.3 %
100.0 %
165
527
9
134
304
163
234
974
730
188
402
126
340
353
957
301
245
239
226
239
142
130
658
120
274
362
244
202
306
280
259
219
187
257
34
136
44
116
106
94
191
119
47
—
284
95
4
409
246
188
204
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2020
Property Name
Palm Village
Park Place
Park Royale
Pecan Park RV Resort(2)
Pelican Bay
Pelican RV Resort & Marina(2)
Pleasant Lake RV Resort(2)
Rainbow
Rainbow RV Resort(2)
Rainbow Village of Largo(2)
Rainbow Village of Zephyrhills(2)
Red Oaks
Red Oaks RV Resort(2)
Regency Heights
Riptide RV Resort & Marina(2)
Riverside Club
Rock Crusher Canyon RV Resort(2)
Royal Country
Royal Palm Village
Saddle Oak Club
San Pedro Marina
San Pedro RV Resort & Marina(2)
Saralake Estates
Savanna Club
Seabreeze
Seabreeze RV Resort(2)
Serendipity
Settler's Rest RV Resort(2)
Shadow Wood Village
Shady Road Villas
Shell Creek Marina
Shell Creek RV Resort & Marina(2)
Siesta Bay RV Park(2)
Southern Charm
Southern Charm RV Resort(2)
Southern Pines
Southport Springs Golf & Country Club
Spanish Main
Spanish Main RV Resort(2)
Stonebrook
Sun N Fun RV Resort(2)
Suncoast Gateway
Sundance
Sunlake Estates
Sunset Harbor at Cow Key Marina
Sweetwater RV Resort(2)
Tallowwood Isle
Tampa East
Tampa East RV Resort(2)
The Hamptons Golf & Country Club
The Hideaway
City
MH
/RV
MH Bradenton
MH Sebastian
MH Pinellas Park
RV Jacksonville
MH Micco
RV Marathon
RV Jacksonville
MH Frostproof
RV Frostproof
RV Largo
RV Zephyrhills
MH Bushnell
RV Bushnell
MH Clearwater
RV Key Largo
MH Ruskin
RV Crystal River
MH Miami
MH Haines City
MH Ocala
MH Islamorada
RV Islamorada
MH Sarasota
MH Port St. Lucie
MH Islamorada
RV Islamorada
MH North Fort Myers
RV Zephyrhills
MH Hudson
MH Ocala
MH Punta Gorda
RV Punta Gorda
RV Fort Myers
MH Zephyrhills
RV Zephyrhills
MH Bradenton
MH Zephyrhills
MH Thontosassa
RV Thontosassa
MH Homosassa
RV Sarasota
MH Port Richey
MH Zephyrhills
MH Grand Island
MH Key West
RV Zephyrhills
MH Coconut Creek
MH Dover
RV Dover
MH Auburndale
MH Key West
29
State
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Transient
RV Sites as
of
12/31/2020
—
—
—
296
—
23
49
—
61
58
38
—
410
—
17
—
193
—
—
—
—
—
—
—
—
—
—
82
—
—
—
35
59
—
96
—
—
—
44
—
493
—
—
—
—
84
—
—
167
—
—
Occupancy
as of
12/31/2020
100.0 %
96.2 %
100.0 %
100.0 %
99.1 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
93.2 %
100.0 %
99.0 %
100.0 %
86.4 %
100.0 %
99.9 %
86.1 %
99.7 %
— % (5)
— % (5)
99.5 %
98.5 %
— % (5)
— % (5)
97.9 %
100.0 %
87.0 % (1)
85.4 %
98.1 %
100.0 %
100.0 %
100.0 %
100.0 %
96.3 %
99.3 %
87.5 %
100.0 %
93.5 %
100.0 %
98.8 %
100.0 %
97.1 %
98.7 %
100.0 %
95.6 %
100.0 %
100.0 %
99.0 %
92.3 %
Occupancy
as of
12/31/2019
100.0 %
94.9 %
100.0 %
100.0 %
98.6 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
92.2 %
100.0 %
98.2 %
100.0 %
84.2 %
100.0 %
99.9 %
84.3 %
99.7 %
— % (5)
— % (5)
100.0 %
98.4 %
— % (5)
— % (5)
97.9 %
100.0 %
73.0 % (1)
70.0 %
98.1 %
100.0 %
100.0 %
100.0 %
100.0 %
97.2 %
98.9 %
87.5 %
100.0 %
92.1 %
100.0 %
98.8 %
100.0 %
96.1 %
98.7 %
100.0 %
95.6 %
100.0 %
100.0 %
98.6 %
84.6 %
146
475
309
45
216
62
292
37
401
251
344
103
507
391
21
728
202
864
395
376
—
—
202
1,069
—
—
338
296
215
130
54
150
738
1
400
107
547
56
235
215
1,026
173
332
408
77
207
274
31
502
829
13
Property Name
The Hills
The Landings at Lake Henry
The Ridge
The Valley
Three Lakes(2)
Vista del Lago
Vista del Lago RV Resort(2)
Vizcaya Lakes
Walden Woods
Walden Woods II
Water Oak Country Club Estates
Waters Edge RV Resort(2)
Westside Ridge
Windmill Village
Woodlands at Church Lake
Woodsmoke Camping Resort(2)
Florida Total
SOUTHWEST
California
49'er Village RV Resort(2)
Alta Laguna
Caliente Sands
Cava Robles RV Resort(2)
Chula Vista RV Resort(2)
El Capitan Canyon(2)
Friendly Village of La Habra
Friendly Village of Modesto
Friendly Village of Simi
Friendly Village of West Covina
Forest Springs
Heritage
Indian Wells RV Resort(2)
Jellystone Park™ at Tower Park(2)
Lakefront
Lakeview Mobile Estates
Lazy J Ranch
Lemon Wood
Napa Valley
Oak Creek
Ocean Mesa(2)
Ocean West
Palos Verdes Shores MH & Golf Community
Pembroke Downs
Pismo Dunes RV Resort(2)
Rancho Alipaz
Rancho Caballero
Royal Palms
Royal Palms RV Resort(2)
The Colony
The Sands RV & Golf Resort(2)
SUN COMMUNITIES, INC.
City
MH
/RV
MH Apopka
MH Haines City
MH Davenport
MH Apopka
RV Hudson
MH Bradenton
RV Bradenton
MH Port Charlotte
MH Homosassa
MH Homosassa
MH Lady Lake
RV Zephyrhills
MH Auburndale
MH Davenport
MH Groveland
RV Fort Myers
MH and
Annual RV
Sites as of
12/31/2020
Transient
RV Sites as
of
12/31/2020
Occupancy
as of
12/31/2020
100.0 %
99.7 %
99.4 %
100.0 %
100.0 %
99.3 %
100.0 %
92.6 %
100.0 %
100.0 %
93.6 %
100.0 %
99.1 %
99.6 %
81.8 %
100.0 %
98.1 %
Occupancy
as of
12/31/2019
100.0 %
99.2 %
99.0 %
100.0 %
100.0 %
97.8 %
100.0 %
91.7 %
100.0 %
99.1 %
91.9 % (1)
100.0 %
99.5 %
99.6 %
78.4 %
N/A (4)
97.7 %
97
394
481
148
245
136
35
108
213
213
1,310
141
219
509
291
181
39,803
—
—
—
—
62
—
5
—
—
—
—
76
—
—
—
119
6,011
State
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
RV Plymouth
CA
MH Rancho Cucamonga CA
CA
MH Cathedral City
CA
RV Paso Robles
CA
RV San Diego
CA
RV Goleta
CA
MH La Habra
CA
MH Modesto
CA
MH Simi Valley
CA
MH West Covina
CA
MH Grass Valley
CA
MH Temecula
CA
RV Indio
CA
RV Lodi
CA
MH Lakeside
CA
MH Yucaipa
CA
MH Arcata
CA
MH Ventura
CA
MH Napa
CA
MH Coarsegold
CA
RV Goleta
CA
MH McKinleyville
CA
MH San Pedro
CA
MH Chino
RV Pismo Beach
CA
MH San Juan Capistrano CA
CA
MH Riverside
CA
MH Cathedral City
CA
RV Cathedral City
CA
MH Oxnard
CA
RV Desert Hot Springs
30
61
296
118
—
—
—
330
289
222
157
373
196
163
—
295
296
220
231
257
198
—
130
242
163
330
132
303
439
38
150
254
266
—
—
332
237
163
—
—
—
—
—
175
360
—
—
—
—
—
—
104
—
—
—
1
—
—
—
—
—
260
100.0 %
99.7 %
98.3 %
N/A
N/A
N/A
100.0 %
99.0 %
100.0 %
100.0 %
86.6 % (1)
99.5 %
100.0 %
N/A
100.0 %
100.0 %
99.5 %
99.1 %
99.6 %
100.0 %
N/A
99.2 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
97.7 %
100.0 %
100.0 %
100.0 %
100.0 %
99.3 %
98.3 %
N/A
N/A
N/A (4)
99.7 %
98.6 %
100.0 %
100.0 %
N/A (4)
100.0 %
100.0 %
N/A
100.0 %
N/A (4)
98.6 %
99.6 %
100.0 %
98.0 %
N/A (4)
99.2 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
95.7 %
100.0 %
100.0 %
100.0 %
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2020
Property Name
Vallecito
Victor Villa
Vines RV Resort(2)
Vista del Lago
Wine Country RV Resort(2)
California Total
Arizona
Blue Star
Blue Star(2)
Brentwood West
Buena Vista
Desert Harbor
Fiesta Village
Fiesta Village RV Resort(2)
La Casa Blanca
Leaf Verde RV Resort(2)
Lost Dutchman
Lost Dutchman RV Resort(2)
Mountain View
Palm Creek Golf
Palm Creek Golf & RV Resort(2)
Rancho Mirage
Reserve at Fox Creek
Sun Valley
Verde Plaza
Arizona Total
Colorado
Cave Creek
Eagle Crest
Jellystone Park™ at Larkspur(2)
North Point Estates
River Run Ranch
River Run Ranch RV Resort(2)
Skyline
Smith Creek Crossing
Swan Meadow Village
The Grove at Alta Ridge
Timber Ridge
Colorado Total
NORTHEAST
Connecticut
Beechwood
Cedar Springs
Forest Hill
Grove Beach
Hillcrest
Lakeside
Lakeview CT
City
MH
/RV
MH Newbury Park
MH Victorville
RV Paso Robles
MH Scotts Valley
RV Paso Robles
MH Apache Junction
RV Apache Junction
MH Mesa
MH Buckeye
MH Apache Junction
MH Mesa
RV Mesa
MH Apache Junction
RV Buckeye
MH Apache Junction
RV Apache Junction
MH Mesa
MH Casa Grande
RV Casa Grande
MH Apache Junction
MH Bullhead City
MH Apache Junction
MH Tucson
MH Evans
MH Firestone
RV Lakespur
MH Pueblo
MH Granby
RV Granby
MH Fort Collins
MH Granby
MH Dillon
MH Thornton
MH Fort Collins
MH Killingworth
MH Southington
MH Southington
MH Westbrook
MH Uncasville
MH Terryville
MH Danbury
31
Transient
RV Sites as
of
12/31/2020
—
—
130
—
203
2,231
—
57
—
—
—
—
4
—
347
—
42
—
—
887
—
—
—
—
1,337
Occupancy
as of
12/31/2020
100.0 %
100.0 %
N/A
99.5 %
N/A
98.9 %
Occupancy
as of
12/31/2019
100.0 %
99.0 %
N/A
100.0 %
N/A
99.3 %
100.0 %
100.0 %
99.1 %
84.8 %
100.0 %
83.0 %
100.0 %
100.0 %
100.0 %
98.9 %
100.0 %
98.8 %
66.6 % (1)
100.0 %
100.0 %
99.7 %
97.4 %
88.4 %
93.2 %
—
—
536
—
—
426
—
—
—
—
—
962
99.3 %
99.5 %
N/A
100.0 %
55.6 % (1)
N/A
99.4 %
42.7 % (1)
99.4 %
100.0 %
99.5 %
97.0 %
N/A
N/A
99.1 %
75.5 %
99.5 %
85.1 %
100.0 %
100.0 %
N/A
96.6 %
100.0 %
97.6 %
60.7 % (1)
100.0 %
100.0 %
99.0 %
95.9 %
87.8 %
91.3 %
98.9 %
99.5 %
N/A
99.1 %
2.8 % (1)
N/A
97.6 %
5.8 % (1)
100.0 %
99.5 %
99.5 %
95.8 %
—
—
—
—
—
—
—
97.3 %
93.2 %
98.4 %
98.5 %
99.5 %
97.4 %
90.5 %
98.7 %
90.0 %
97.9 %
97.8 %
98.1 %
93.4 %
86.6 %
303
287
—
202
—
6,675
4
88
350
400
205
153
7
198
30
177
7
170
506
948
312
311
268
189
4,323
447
441
—
108
36
—
170
82
175
409
585
2,453
297
190
188
136
208
76
179
State
CA
CA
CA
CA
CA
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CT
CT
CT
CT
CT
CT
CT
Property Name
Laurel Heights
Marina Cove
Millwood
New England Village
Oak Grove
Rolling Hills
Seaport RV Resort(2)
Three Gardens
Yankee Village
Connecticut Total
Maine
Augusta Village
Birch Hill Estates
Cedar Haven
Hancock Heights Estates
Hid'n Pines RV Resort(2)
Holiday Park Estates
Maplewood Manor
Merrymeeting
Riverside Drive Park
Saco / Old Orchard Beach KOA(2)
Town & Country Village
Wagon Wheel RV Resort & Campground(2)
Wild Acres RV Resort & Campground(2)
Maine Total
New Hampshire
Brook Ridge
Crestwood
Farmwood Village
Glen Ellis Family Campground(2)
Hannah Village
Hemlocks
Mi-Te-Jo Campground(2)
River Pines
Strafford / Lake Winnipesaukee South KOA(3)
Westward Shores Cottages & RV Resort(2)
New Hampshire Total
New Jersey
Big Timber Lake RV Camping Resort(2)
Cape May Crossing
Deep Run
Driftwood RV Resort & Campground(2)
Lake Laurie RV and Camping Resort(2)
Long Beach RV Resort & Campground(2)
Seashore Campsites & RV Resort(2)
Shady Pines
Shady Pines RV Resort(2)
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2020
Transient
RV Sites as
of
12/31/2020
—
—
—
—
—
—
108
—
—
108
—
—
—
—
245
—
—
—
—
191
—
54
315
805
—
—
—
249
—
—
140
—
—
71
460
196
—
—
73
224
41
241
—
38
Occupancy
as of
12/31/2020
95.9 %
76.0 %
— % (1)
Occupancy
as of
12/31/2019
98.0 %
80.0 %
— % (1)
100.0 %
97.8 %
77.5 %
100.0 %
90.4 %
100.0 %
91.7 %
89.8 %
98.7 %
92.9 %
100.0 %
100.0 %
91.3 %
99.3 %
100.0 %
85.3 %
N/A
98.6 %
100.0 %
100.0 %
96.8 %
100.0 %
98.8 %
100.0 %
100.0 %
100.0 %
99.0 %
100.0 %
99.0 %
N/A
100.0 %
99.4 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
79.5 %
100.0 %
89.6 %
100.0 %
91.1 %
N/A (4)
N/A (4)
N/A (4)
N/A (4)
100.0 %
N/A (4)
98.3 %
100.0 %
N/A (4)
N/A
97.9 %
100.0 %
100.0 %
99.3 %
100.0 %
98.4 %
98.7 %
100.0 %
100.0 %
99.0 %
100.0 %
98.8 %
N/A
100.0 %
99.2 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
49
25
45
60
45
200
41
135
23
1,897
59
376
155
113
76
218
296
43
163
—
144
232
315
2,190
91
320
159
29
81
103
85
480
—
429
1,777
332
28
243
634
407
173
434
39
57
City
MH
/RV
MH Uncasville
MH Uncasville
MH Uncasville
MH Westbrook
MH Plainville
MH Storrs
RV Old Mystic
MH Southington
MH Old Saybrook
State
CT
CT
CT
CT
CT
CT
CT
CT
CT
ME
MH Augusta
ME
MH Bangor
ME
MH Holden
MH Hancock
ME
RV Old Orchard Beach ME
ME
MH Bangor
ME
MH Brunswick
ME
MH Brunswick
ME
MH Augusta
ME
RV Saco
ME
MH Lisbon
RV Old Orchard Beach ME
RV Old Orchard Beach ME
NH
NH
NH
NH
NH
NH
NH
NH
NH
NH
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
MH Hooksett
MH Concord
MH Dover
RV Glen
MH Lebanon
MH Tilton
RV Milton
MH Nashua
RV Strafford
RV West Ossipee
Cape May Court
House
RV
MH Cape May
MH Cream Ridge
RV Clemont
RV Cape May
RV Barnegat
RV Cape May
MH Galloway Twp.
RV Galloway Twp.
32
SUN COMMUNITIES, INC.
Property Name
New Jersey Total
MH
/RV
City
State
MH and
Annual RV
Sites as of
12/31/2020
Transient
RV Sites as
of
12/31/2020
2,347
813
Occupancy
as of
12/31/2020
100.0 %
Occupancy
as of
12/31/2019
100.0 %
New York
Adirondack Gateway RV Resort & Campground(2)
RV Gansevoort
MH Clinton
Cherrywood
Jellystone Park™ at Birchwood Acres
MH Greenfield Park
Jellystone Park™ at Birchwood Acres RV Resort(2) RV Greenfield Park
Jellystone Park™ at Gardiner(2)
Jellystone Park™ of Western New York(2)
Kittatinny Campground & RV Resort(2)
Parkside Village
Sky Harbor
The Villas at Calla Pointe
RV Gardiner
RV North Java
RV Barryville
MH Cheektowaga
MH Cheektowaga
MH Cheektowaga
New York Total
OTHER
Pandion Ridge RV Resort(2)
High Point Park
Leisure Point Resort
Leisure Point RV Resort(2)
Massey’s Landing RV Resort(2)
Sea Air Village
Sea Air Village RV Resort(2)
Countryside Village of Atlanta
Countryside Village of Gwinnett
Countryside Village of Lake Lanier
Wymberly
Autumn Ridge
Candlelight Village
Maple Brook
Oak Ridge
Sunset Lakes RV Resort(2)
Wildwood Community
Reunion Lake RV Resort(2)
Campers Haven RV Resort(2)
Cape Cod RV Resort(2)
Peter's Pond RV Resort(2)
Castaways RV Resort & Campground(2)
Fort Whaley RV Resort & Campground(2)
Frontier Town RV Resort & Campground(2)
Hyde Park
Jellystone Park™ at Maryland(2)
Southside Landing
Southern Hills / Northridge Place
Pin Oak Parc
Southfork
Jellystone Park™ at Memphis(2)
Coastal Estates
Fort Tatham RV Resort & Campground(2)
Glen Laurel
Jellystone Park™ at Golden Valley(2)
RV Orange Beach
MH Frederica
MH Millsboro
RV Millsboro
RV Millsboro
MH Rehoboth Beach
RV Rehoboth Beach
MH Lawrenceville
MH Buford
MH Buford
MH Martinez
MH Ankeny
MH Sauk Village
MH Matteson
MH Manteno
RV Hillsdale
MH Sandwich
RV Ponchatoula
RV Dennisport
RV East Falmouth
RV Sandwich
RV Berlin
RV Whaleyville
RV Berlin
MH Easton
RV Williamsport
MH Cambridge
MH Stewartville
MH O'Fallon
MH Belton
RV Horn Lake
MH Hampstead
RV Sylva
MH Concord
RV Bostic
33
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
AL
DE
DE
DE
DE
DE
DE
GA
GA
GA
GA
IA
IL
IL
IL
IL
IL
LA
MA
MA
MA
MD
MD
MD
MD
MD
MD
MN
MO
MO
MS
NC
NC
NC
NC
318
176
1
111
—
19
—
156
522
116
1,419
24
—
—
193
338
340
527
—
—
—
1,422
100.0 %
83.5 %
100.0 %
100.0 %
N/A
100.0 %
N/A
100.0 %
98.1 %
100.0 %
97.3 %
—
409
202
293
—
373
116
261
331
548
215
413
310
441
426
230
476
—
224
49
330
1
—
—
240
—
96
475
502
474
—
154
54
260
—
142
—
—
7
291
—
18
—
—
—
—
—
—
—
—
268
—
226
42
207
76
392
210
685
—
228
—
—
—
—
155
—
36
—
258
N/A
99.3 %
90.6 %
100.0 %
N/A
99.2 %
100.0 %
99.6 %
99.7 %
99.1 %
100.0 %
98.1 %
97.7 %
99.8 %
96.0 %
100.0 %
98.9 %
N/A
100.0 %
100.0 %
100.0 %
100.0 %
N/A
N/A
99.2 %
N/A
88.5 %
98.9 %
98.2 %
71.1 %
N/A
65.6 % (1)
100.0 %
100.0 %
N/A
100.0 %
80.7 %
100.0 %
100.0 %
N/A
100.0 %
N/A (4)
100.0 %
98.3 %
100.0 %
96.9 %
N/A
97.3 %
90.0 %
100.0 %
N/A
99.2 %
100.0 %
100.0 %
99.1 %
99.8 %
99.5 %
97.1 %
92.2 %
99.3 %
95.1 %
100.0 %
98.7 %
N/A
100.0 %
N/A (4)
100.0 %
100.0 %
N/A
N/A
98.3 %
N/A
81.3 %
98.5 %
99.2 %
67.7 %
N/A
100.0 %
100.0 %
100.0 %
N/A
SUN COMMUNITIES, INC.
Property Name
Meadowbrook
Sun Villa Estates
Country Village Estates
Crown Villa RV Resort
Forest Meadows
Oceanside RV Resort & Campground(2)
Woodland Park Estates
Countryside Estates
Jellystone Park™ at Quarryville(2)
River Beach Campsites & RV(2)
Lake in Wood RV Resort(2)
Pheasant Ridge
Carolina Pines RV Resort(2)
Country Lakes
Crossroads
Crossroads RV Resort(2)
Lakeside Crossing
Ocean Pines
Southern Palms
Bell Crossing
Sun Outdoors Sevierville Pigeon Forge(2)
Archview RV Resort & Campground(2)
Canyonlands RV Resort & Campground(2)
Moab Valley RV Resort & Campground(2)
Pony Express RV Resort & Campground(2)
Slickrock RV Resort & Campground(2)
Chincoteague Island KOA RV Resort(3)
Gwynn's Island RV Resort & Campground(2)
Jellystone Park™ at Luray(2)
Jellystone Park™ at Natural Bridge(2)
New Point RV Resort(2)
Pine Ridge
Shenandoah Acres Family Campground(2)
Sunset Beach RV Resort(3)
Gig Harbor RV Resort(2)
Thunderhill Estates
Westward Ho RV Resort & Campground(2)
Other Total
US TOTAL / AVERAGE
CANADA
Arran Lake RV Resort & Campground(2)
Craigleith RV Resort & Campground(2)
Deer Lake RV Resort & Campground(2)
Grand Oaks RV Resort & Campground(2)
Gulliver's Lake RV Resort & Campground(2)
Hidden Valley RV Resort & Campground(2)
Lafontaine RV Resort & Campground(2)
Lake Avenue RV Resort & Campground(2)
City
MH
/RV
MH Charlotte
MH Reno
MH Oregon City
RV Bend
MH Philomath
RV Coos Bay
MH Eugene
MH Mckean
RV Quarryville
RV Milford
RV Narvon
MH Lancaster
RV Conway
MH Little River
MH Aiken
RV Aiken
MH Conway
MH Garden City
MH Ladson
MH Clarksville
RV Sevierville
RV Moab
RV Moab
RV Moab
RV North Salt Lake
RV Moab
RV Chincoteague
RV Gwynn
RV East Luray
Natural Bridge
Station
RV
RV New Point
MH Prince George
RV Stuarts Draft
RV Cape Charles
RV Gig Harbor
MH Sturgeon Bay
RV Glenbeulah
RV Allenford
RV Clarksburg
RV Huntsville
RV Cayuga
RV Millgrove
RV Normandale
RV Tiny
RV Cherry Valley
34
MH and
Annual RV
Sites as of
12/31/2020
Transient
RV Sites as
of
12/31/2020
—
—
—
123
—
86
—
—
256
—
144
—
562
—
—
—
—
—
—
—
238
113
131
131
185
190
—
23
255
Occupancy
as of
12/31/2020
99.7 %
100.0 %
99.8 %
N/A
100.0 %
N/A
100.0 %
96.4 %
N/A
N/A
100.0 %
100.0 %
100.0 %
95.6 %
60.8 % (1)
100.0 %
82.9 % (1)
99.5 %
100.0 %
99.6 %
100.0 %
N/A
N/A
N/A
N/A
N/A
N/A
100.0 %
N/A
321
324
518
—
75
—
398
304
—
—
278
553
149
136
171
22
690
579
194
237
70
—
—
—
—
—
—
106
—
62
292
376
302
—
—
266
223
14,549
237
32
—
190
—
112
—
99
6,348
100.0 %
100.0 %
98.9 %
100.0 %
N/A
N/A
97.0 %
100.0 %
96.5 %
Occupancy
as of
12/31/2019
100.0 %
99.7 %
99.8 %
N/A (4)
100.0 %
N/A
100.0 %
95.4 %
N/A
N/A (4)
100.0 %
100.0 %
100.0 %
95.6 %
25.7 % (1)
100.0 %
76.6 % (1)
99.5 %
100.0 %
98.7 %
N/A
N/A
N/A
N/A
N/A
N/A
N/A
100.0 %
N/A
N/A (4)
100.0 %
90.2 % (1)
N/A (4)
N/A
N/A (4)
98.5 %
100.0 %
95.3 %
120,162
24,077
97.3 %
96.3 %
178
82
198
237
198
206
215
125
11
29
43
42
—
39
48
11
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
State
NC
NV
OR
OR
OR
OR
OR
PA
PA
PA
PA
PA
SC
SC
SC
SC
SC
SC
SC
TN
TN
UT
UT
UT
UT
UT
VA
VA
VA
VA
VA
VA
VA
VA
WA
WI
WI
ON
ON
ON
ON
ON
ON
ON
ON
SUN COMMUNITIES, INC.
Property Name
Pickerel Park RV Resort & Campground(2)
Sherkston Shores Beach Resort & Campground(2)
Silver Birches RV Resort & Campground(2)
Trailside RV Resort & Campground(2)
Willow Lake RV Resort & Campground(2)
Willowood RV Resort & Campground(2)
Woodland Lake RV Resort & Campground(2)
CANADA TOTAL / AVERAGE
City
MH
/RV
RV Napanee
RV Sherkston
RV Lambton Shores
RV Seguin
RV Scotland
RV Amherstburg
RV Bornholm
MH and
Annual RV
Sites as of
12/31/2020
Transient
RV Sites as
of
12/31/2020
146
1,491
137
205
370
117
185
4,090
63
375
25
32
3
210
35
966
State
ON
ON
ON
ON
ON
ON
ON
Occupancy
as of
12/31/2020
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
Occupancy
as of
12/31/2019
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
COMPANY TOTAL / AVERAGE
124,252
25,043
97.3 %
96.4 %
(1) Occupancy in these properties reflects the fact that these properties are in a lease-up phase following an expansion, redevelopment or initial construction.
(2) Occupancy percentage excludes transient RV sites. Percentage calculated by dividing revenue producing sites by developed sites. A revenue producing site is defined
as a site that is occupied by a paying resident or reserved by a customer with annual or seasonal usage rights. A developed site is defined as an adequate sized parcel
of land that has road and utility access which is zoned and licensed (if required) for use as a home site.
(3) We have an ownership interest in Sunset Beach, Strafford, and Chincoteague Island, but do not maintain and operate the property.
(4) No occupancy in these properties for the year ended December 31, 2019 as properties were acquired during the year ended December 31, 2020.
(5) Occupancy in these properties at December 31, 2020 reflects the redevelopment following asset impairments resulting from Hurricane Irma in September 2017.
35
SUN COMMUNITIES, INC.
The following tables set forth certain information relating to our Safe Harbor branded marinas as of December 31, 2020.
Marina Property Name
UNITED STATES
NORTHEAST
Connecticut
Bruce & Johnsons
Dauntless(1)
Dauntless Shipyard(1)
Deep River
Essex Island(1)
Ferry Point
Harbor House(2)
Mystic
Pilots Point
Stratford
Yacht Haven(2)
Connecticut Total
Rhode Island
Cove Haven
Cowesett
Greenwich Bay
Island Park(3)
Jamestown Boatyard
New England Boatworks
Newport Shipyard
Sakonnet(3)
Silver Spring
Wickford(4)
Wickford Cove(4)
Rhode Island Total
New York
Capri
Gaines
Glen Cove
Greenport(5)
Haverstraw
Post Road
Stirling(5)
Willsboro Bay
New York Total
Massachusetts
Fiddler's Cove
Green Harbor
Hawthorne Cove
Marina Bay
Onset Bay
Plymouth
Sunset Bay
City
State
Wet Slips and Dry
Storage Spaces
as of 12/31/2020
Branford
Essex
Essex
Deep River
Essex
Old Saybrook
Stamford
Mystic
Westbrook
Stratford
Stamford
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
Barrington
Warwick
Warwick
Portsmouth
Jamestown
Portsmouth
Newport
Portsmouth
South Kingstown
North Kingstown
North Kingstown
RI
RI
RI
RI
RI
RI
RI
RI
RI
RI
RI
Port Washington
Rouses Point
Glen Cove
Greenport
West Haverstraw
Mamaroneck
Greenport
Willsboro
North Falmouth
Marshfield
Salem
Quincy
Buzzards Bay
Plymouth
Hull
NY
NY
NY
NY
NY
NY
NY
NY
MA
MA
MA
MA
MA
MA
MA
663
335
—
305
—
137
—
254
873
183
504
3,254
340
706
511
—
87
294
45
369
86
—
252
2,690
332
281
497
381
873
49
—
207
2,620
227
202
364
678
230
186
306
36
Marina Property Name
Massachusetts Total
Maryland
Annapolis
Bohemia Vista
Carroll Island
Great Oak Landing
Hacks Point
Narrows Point
Oxford
Zahnisers
Maryland Total
New Jersey
Crystal Point
Manasquan River
New Jersey Total
Maine
Great Island
Rockland
Maine Total
Vermont
Shelburne Shipyard
Vermont Total
SOUTH
Georgia
Aqualand
Bahia Bleu
Hideaway Bay
Trade Winds
Georgia Total
Kentucky
Beaver Creek
Burnside
Grider Hill
Jamestown
Wisdom Dock
Kentucky Total
Texas
Emerald Point
Pier 121
Walden
Texas Total
Arkansas
Brady Mountain
SUN COMMUNITIES, INC.
City
State
Wet Slips and Dry
Storage Spaces
as of 12/31/2020
Annapolis
Chesapeake Bay
Baltimore
Chestertown
Earleville
Grasonville
Oxford
Solomons
MD
MD
MD
MD
MD
MD
MD
MD
Point Pleasant
Brick Township
NJ
NJ
Harpswell
Rockland
ME
ME
Shelburne
VT
Flowery Branch
Thunderbolt
Flowery Branch
Appling
GA
GA
GA
GA
Monticello
Somerset
Albany
Jamestown
Albany
Austin
Lewisville
Montgomery
KY
KY
KY
KY
KY
TX
TX
TX
2,193
184
127
380
427
85
503
136
227
2,069
157
235
392
330
173
503
116
116
1,610
263
628
333
2,834
257
344
810
694
290
2,395
519
1,310
353
2,182
Royal
AR
578
37
Marina Property Name
Arkansas Total
Tennessee
Eagle Cove
Holly Creek
Tennessee Total
Mississippi
Aqua Yacht
Mississippi Total
Alabama
Sportsman
Alabama Total
Oklahoma
Harbors View
Oklahoma Total
SOUTHEAST
Florida
Burnt Store
Calusa Island
Cape Harbour
Harbortown
New Port Cove
North Palm Beach
Old Port Cove
Pier 77
Pineland
Regatta Pointe
Riviera Beach
Siesta Key
South Fork(6)
West Palm Beach
Florida Total
South Carolina
Beaufort
Bristol
Charleston City
City Boatyard
Port Royal
Reserve Harbor
Skull Creek
South Carolina Total
North Carolina
Kings Point
Peninsula Yacht Club
Skippers Landing
SUN COMMUNITIES, INC.
City
State
Wet Slips and Dry
Storage Spaces
as of 12/31/2020
Byrdstown
Celina
TN
TN
Iuka
MS
Orange Beach
AL
Afton
OK
Punta Gorda
Goodland
Cape Coral
Fort Pierce
Riviera Beach
North Palm Beach
North Palm Beach
Bradenton
Bokeelia
Palmetto
Riviera Beach
Sarasota
Fort Lauderdale
West Palm Beach
Beaufort
Charleston
Charleston
Charleston
Port Royal
Pawleys Island
Hilton Head
Cornelius
Cornelius
Troutman
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
SC
SC
SC
SC
SC
SC
SC
NC
NC
NC
578
69
297
366
432
432
697
697
132
132
697
548
231
354
328
101
210
185
241
348
8
252
—
70
3,573
120
146
255
194
161
228
184
1,288
785
403
440
38
Marina Property Name
South Harbour Village
Westport
North Carolina Total
MIDWEST
Michigan
Belle Maer
Grand Isle
Great Lakes
Jefferson Beach
Toledo Beach
Michigan Total
Ohio
Lakefront
Sandusky
Ohio Total
SOUTHWEST
California
Anacapa Isle
Ballena Isle
Emeryville
Loch Lomond
Ventura Isle
California Total
US TOTAL / AVERAGE
SUN COMMUNITIES, INC.
City
Southport
Denver
Wet Slips and Dry
Storage Spaces
as of 12/31/2020
State
NC
NC
Harrison Township MI
MI
Grand Haven
MI
Muskegon
St. Clair Shores
MI
La Salle Township MI
Port Clinton
Sandusky
OH
OH
Oxnard
Alameda
Emeryville
San Rafael
Ventura
CA
CA
CA
CA
CA
124
628
2,380
723
763
648
1,368
966
4,468
623
793
1,416
453
356
432
525
537
2,303
38,881
(1) Wet slips and dry storage spaces from Dauntless Shipyard and Essex Island are grouped into Dauntless.
(2) Wet slips and dry storage spaces from Harbor House are grouped into Yacht Haven.
(3) Wet slips and dry storage spaces from Island Park are grouped into Sakonnet.
(4) Wet slips and dry storage spaces from Wickford are grouped into Wickford Cove.
(5) Wet slips and dry storage spaces from Stirling are grouped into Greenport.
(6) Property currently under development.
39
SUN COMMUNITIES, INC.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not
expected to have a material adverse impact on our results of operations or financial condition.
ITEM 4. MINE SAFETY DISCLOSURES
None.
40
SUN COMMUNITIES, INC.
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock has been listed on the NYSE since December 8, 1993, and traded under the symbol “SUI.” On February 11, 2021,
the closing share price of our common stock was $147.19 per share on the NYSE, and there were 278 holders of record for the
107,616,246 outstanding shares of common stock.
On February 11, 2021, the following OP units of the Operating Partnership were outstanding:
OP Units
OP Units
Issued and Outstanding
Exchangeable
Shares of Common Stock
Aspen preferred OP units
Series A-1 preferred OP units
Series C preferred OP units
Series D preferred OP units
Series E preferred OP units
Series F preferred OP units
Series G preferred OP units
Series H preferred OP units
Series I preferred OP units
Series A-3 preferred OP units
Common OP units
Total
1,283,819
294,734
306,303
488,958
90,000
90,000
240,710
581,407
922,000
40,268
2,589,760
6,927,959
407,840
718,863
339,996
391,166
62,069
56,250
155,297
354,516
562,195
74,917
2,589,760
5,712,869
We have historically paid regular quarterly distributions to holders of our common stock and common OP units. In addition, we are
obligated to make distributions to holders of shares of Aspen preferred OP units, Series A-1 preferred OP units, Series C preferred OP
units, Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H
preferred OP units, Series I preferred OP units, and Series A-3 preferred OP units. See “Structure of the Company” under Part I, Item
1 of this Annual Report on Form 10-K. Our ability to make distributions on our common stock and preferred OP units, payments on
our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. The decision to
declare and pay distributions on shares of our common stock and common OP units in the future, as well as the timing, amount, and
composition of any such future distributions, will be at the sole discretion of our Board of Directors in light of conditions then
existing, including our earnings, financial condition, capital requirements, debt maturities, the availability of debt and equity capital,
applicable REIT and legal restrictions, general overall economic conditions and other factors.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table reflects information about the securities authorized for issuance under our equity compensation plans as of
December 31, 2020:
Plan Category
Equity compensation plans approved by stockholders
Equity compensation plans not approved by stockholders
Total
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of shares of
common stock remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column a)
(c)
1,500 $
—
1,500
37.35
—
—
909,085
—
909,085
41
SUN COMMUNITIES, INC.
Recent Sales of Unregistered Securities
From time to time, we may issue shares of common stock in exchange for OP units that may be tendered to the Operating Partnership
for redemption in accordance with the terms and provisions of the limited partnership agreement of the Operating Partnership. Such
shares are issued based on the exchange ratios and formulas described in “Structure of the Company” under Part I, Item 1 of this
Annual Report on Form 10-K. Below is the activity of conversions for the quarter and year ended December 31, 2020:
OP Units
Common OP units
Series A-1 preferred OP units
Series C preferred OP units
Three Months Ended
December 31, 2020
Year Ended December 31,
2020
Conversion
Rate
Units /
Shares
Common
Stock
Units /
Shares
Common
Stock
1.0000
2.4390
1.1100
51,959
51,959
3,886
2,636
9,478
2,926
81,845
14,500
4,121
81,845
35,359
4,573
All of the securities described above were issued in private placements in reliance on Section 4(a)(2) of the Securities Act, including
Regulation D promulgated thereunder, based on certain investment representations made by the parties to whom the securities were
issued. No underwriters were used in connection with any of such issuances.
Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on our common
stock against the cumulative total return of a broad market index composed of all issuers listed on the NYSE and an industry index
comprised of 13 publicly traded REITs, for the five year period ending on December 31, 2020. This line graph assumes a $100
investment on December 31, 2015, a reinvestment of distributions and actual increase of the market value of our common stock
relative to an initial investment of $100. The comparisons in this table are required by the SEC and are not intended to forecast or be
indicative of possible future performance of our common stock.
Peer Group
We utilize peer group data for quantitative benchmarking against external market participants. We select our peer group based on a
number of quantitative and qualitative factors including, but not limited to, revenues, total assets, market capitalization, industry, sub-
industry, location, total shareholder return history, executive compensation components, and peer decisions made by other companies.
From time to time, we update our peer group based on analysis of the aforementioned factors and application of judgment.
42
SUN COMMUNITIES, INC.
Year Ended
Index
December 31,
2015
December 31,
2016
December 31,
2017
December 31,
2018
December 31,
2019
December 31,
2020
Sun Communities, Inc.
SNL U.S. REIT Residential Index
NYSE Composite Index
SUI Peer Group (1)
$
$
$
$
100.00 $
100.00 $
100.00 $
100.00 $
115.79 $
104.99 $
111.94 $
101.69 $
144.67 $
114.20 $
132.90 $
108.03 $
163.33 $
116.24 $
121.01 $
107.07 $
246.48 $
148.35 $
151.87 $
133.81 $
255.31
131.90
162.49
121.69
(1) SUI peer group includes: American Campus Communities, Inc., Apartment Investment and Management Company, AvalonBay Communities, Inc., Camden
Property Trust, CubeSmart, Equity Lifestyles Properties, Inc., Essex Property Trust, Inc., Extra Space Storage Inc., Federal Realty Investment Trust, Invitation
Homes, Inc., Mid-America Apartment Communities, Inc., The Macerich Company, and UDR, Inc.
The information included under the heading “Performance Graph” is not to be treated as “soliciting material” or as “filed” with the
SEC, and is not incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act that is made
on, before or after the date of filing of this Annual Report on Form 10-K.
43
SUN COMMUNITIES, INC.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial information on a historical basis. The historical financial data has been derived from
our historical financial statements. The following information should be read in conjunction with the information included in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Consolidated Financial
Statements and the Notes thereto. In addition to the results presented in accordance with GAAP below, we have provided funds from
operations (“FFO”) as a supplemental performance measure. Refer to Non-GAAP Financial Measures in Item 7 below for additional
information.
Year Ended
December 31,
2020
December 31,
2019(1)
December 31,
2018(1)
(In thousands, except for share related data)
December 31,
2017(1)
December 31,
2016(1)
Financial Information
Total revenues
Net income
Net income attributable to Sun Communities Inc.
common stockholders
Basic earnings per share
Diluted earnings per share
Cash distributions declared per common share
FFO attributable to Sun Communities, Inc. common
stockholders and dilutive convertible securities
Core FFO attributable to Sun Communities, Inc.
common stockholders and dilutive convertible
securities
FFO attributable to Sun Communities, Inc. common
stockholders and dilutive convertible securities per
share - fully diluted
Core FFO attributable to Sun Communities, Inc.
common stockholders and dilutive convertible
securities per share - fully diluted
Balance Sheets
Total assets
Total debt
Total liabilities
$
$
$
$
$
$
$
$
$
$
$
$
$
1,398,347 $
1,264,037 $
1,126,825 $
147,451 $
177,379 $
120,158 $
982,570 $
81,819 $
833,778
31,471
131,614 $
160,265 $
105,493 $
65,021 $
17,369
1.34 $
1.34 $
1.80 $
1.80 $
1.29 $
1.29 $
0.85 $
0.85 $
3.16 $
3.00 $
2.84 $
2.68 $
0.27
0.26
2.60
489,668 $
440,687 $
385,615 $
320,119 $
225,653
515,560 $
456,932 $
394,369 $
337,384 $
266,131
4.83 $
4.75 $
4.48 $
3.95 $
3.22
5.09 $
4.92 $
4.58 $
4.17 $
3.79
11,206,586 $
7,802,060 $
6,710,026 $
6,111,957 $
4,757,076 $
3,434,402 $
3,124,303 $
3,079,238 $
5,314,879 $
3,848,104 $
3,479,112 $
3,405,204 $
5,870,776
3,110,042
3,441,605
(1) Financial information has been revised to reflect certain reclassifications in prior periods to conform to current period presentation.
44
SUN COMMUNITIES, INC.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction
with the Consolidated Financial Statements and accompanying footnotes thereto included in this Annual Report on Form 10-K. In
addition to the results presented in accordance with GAAP below, we have provided NOI and FFO as supplemental performance
measures. Refer to Non-GAAP Financial Measures in this Item 7 for additional information.
OVERVIEW
We are a fully integrated, self-administered and self-managed REIT. As of December 31, 2020, we owned and operated or held an
interest in a portfolio of 552 developed properties located in 39 states throughout the United States and one province in Canada,
including 276 MH communities, 136 RV resorts, 34 properties containing both MH and RV sites, and 106 marinas. We have been in
the business of acquiring, operating, developing, and expanding MH communities and RV resorts since 1975, and marinas since 2020.
We lease individual sites with utility access for placement of manufactured homes, RVs or boats to our customers. We are also
engaged through SHS in the marketing, selling, and leasing of new and pre-owned homes to current and future residents in our
communities. The operations of SHS support and enhance our occupancy levels, property performance and cash flows.
COVID-19 IMPACT
The execution of our operational and financial plans has helped to mitigate the impact of COVID-19 on our business. As of December
31, 2020, only certain properties in California were subject to COVID-19 operating restrictions.
We continue to provide essential services using social distancing techniques and minimal contact. To promote social distancing, we
are encouraging our residents to use our online rent payment portals and other payment methods. We have instituted numerous health
and safety measures at our communities and our Main Office to keep team members safe. These measures include infrared
thermometers at entrances to monitor team members’ temperatures, increased cleaning and sanitation of shared spaces and social
distancing protocols throughout our footprint. We closely monitor and track orders by federal, state and local authorities and hold
regular status calls with our operations and Main Office leadership teams. We have implemented and continue to encourage remote
working arrangements, wherever possible, to keep our team members safe and to do our part to promote social distancing.
We are experiencing more traffic at our properties as would be expected with the lifting of shelter-in-place mandates and other travel
restrictions and are receiving more applications to live in our MH communities than in the prior year. Demand for short term RV sites
has increased as travelers seek drive-to vacation destinations where they have more control over their personal accommodations and
are able to enjoy outdoor, socially distanced activities.
We provided a temporary hardship program to those residents who have been economically disadvantaged as a result of COVID-19
for the months of April and May. This hardship program deferred the payment of April and May rent over 12 months, with collections
commencing on July 1, 2020. When the program ended in June, we had provided deferred relief of $4.4 million to approximately 4.0
percent of residents in our communities, including owner occupied sites and rental home sites. We accounted for these lease
concessions consistent with ASC 842 as if those concessions had already existed in the lease, recognizing rental income and increasing
resident lease receivables as the payments accrue. The deferrals impacted the timing, not the overall amount of lease payments due.
We halted increases to our monthly rental rates for a period of time but have resumed our rent increase process.
We remain committed to assisting individuals who are in the process of leasing a site, a wet slip, a dry storage space, or purchasing a
home, while maintaining health and safety protocols including following strict social distancing. Virtual viewings of homes are being
utilized to avoid or minimize contact.
The extent to which the COVID-19 pandemic impacts our operations, financial condition and financial results will depend on future
developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the
pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the
pandemic and containment measures, among others. The uncertainty of this situation precludes any prediction as to the full impact of
the COVID-19 pandemic.
45
SUN COMMUNITIES, INC.
EXECUTIVE SUMMARY
2020 General Overview
•
•
•
•
•
•
•
•
•
•
•
•
•
Total revenues for 2020 increased 10.6 percent to $1.4 billion.
In October 2020, we acquired Safe Harbor for $2.0 billion, our largest acquisition to date. The Safe Harbor portfolio was
comprised of 99 properties located in prime coastal markets with over 38,800 total wet slips and dry storage spaces.
Including Safe Harbor, we acquired 130 properties, totaling over 45,800 MH and RV sites and marina wet slips and dry
storage spaces for a total purchase price of $3.0 billion.
Core FFO for 2020 was $5.09 per diluted share and OP unit, an increase of 3.5 percent over 2019.
Achieved Same Community NOI growth of 4.0 percent.
Attained Same Community occupancy of 98.8 percent.
Gained 2,505 revenue producing sites.
Brokered homes sales increased by 14.6 percent to 2,557 in 2020 as compared to 2,231 in 2019.
Achieved 1-year, 3-year and 5-year total shareholder return of 3.6 percent, 76.5 percent and 155.1 percent, respectively,
outperforming the MSCI US REIT, Russell 1000, U.S. REIT Residential, and S&P 500 indexes.
Delivered over 300 total expansion sites in eight MH and RV properties.
Completed the construction of over 1,000 total sites at four ground-up developments and one re-development property.
Closed two underwritten registered public offerings for proceeds net of offering related expenses totaling approximately $1.9
billion.
Our successful execution of our operational and financial plans has helped us mitigate the impact of COVID-19.
Property Operations
Occupancy in our MH and annual RV properties, as well as our ability to increase rental rates, directly affect revenues. Our revenue
streams are predominantly derived from customers renting our sites on a long-term basis. Our Same Community properties continue to
achieve revenue and occupancy increases which drive continued NOI growth. We continue to sell homes at a high level in our
communities and expect this trend to continue.
Portfolio Information:
Occupancy % - Total Portfolio - MH and Annual RV blended(1)
Occupancy % - Same Community - MH and Annual RV blended(1)(2)(3)
Core FFO
NOI - Total Portfolio (in thousands)
NOI - Same Community (in thousands)
Homes Sold
Number of Occupied Rental Homes
December 31,
2020
Year Ended
December 31,
2019
December 31,
2018
$
$
$
98.3 %
98.8 %
5.09
649,233
592,772
2,866
11,752
$
$
$
98.3 %
98.4 %
4.92
586,649
551,492
3,439
11,325
$
$
$
96.1 %
98.0 %
4.58
524,178
512,357
3,629
10,994
(1) Occupancy percent includes annual RV sites and excludes transient RV sites.
(2) Occupancy percent excludes recently completed but vacant expansion sites.
(3) Same community is based on the as reported year end same community count for each respective year.
46
SUN COMMUNITIES, INC.
Acquisition Activity
During the past three years, we have completed acquisitions of over 190 properties with over 24,200 sites and over 38,800 wet slips
and dry storage spaces located in high growth areas and retirement and vacation destinations such as California, Florida, Texas,
Arizona and the Eastern United States coastal areas.
During 2020, we acquired 24(1) MH communities and RV resorts, and 106(1) marinas, as detailed below:
MH & RV Property Name
Property Type
Sites
Development
Sites
State
Month Acquired
Cape Cod
Jellystone Natural Bridge
Forest Springs
Crown Villa
Flamingo Lake
Woodsmoke
Jellystone Lone Star
El Capitan & Ocean Mesa
Highland Green Estates & Troy Villa
Gig Harbor
Maine MH Portfolio
Mouse Mountain
Lakeview Mobile Estates
Shenandoah Acres
Jellystone at Barton Lake
Kittatinny Portfolio
RV
RV
MH
RV
RV
RV
RV
RV
MH
RV
MH
MH / RV
MH
RV
RV
RV
Total
230
299
372
123
421
300
344
266
1,162
115
1,083
304
296
522
555
527
— MA
— VA
— CA
— OR
— FL
— FL
— TX
109 CA
— MI
— WA
— ME
— FL
— CA
— VA
—
IN
January
February
May
June
July
September
September
September
September
November
November
December
December
December
December
— NY & PA December
6,919
109
Marina Property Name
Property Type
Wet Slips & Dry
Storage
State
Month Acquired
Safe Harbor Marinas
Safe Harbor Hideaway Bay
Safe Harbor Anacapa Isle
Annapolis
Wickford
Rybovich Portfolio
Rockland
Marina
Marina
Marina
Marina
Marina
Marina
Marina
37,305
Various
October
628
453
184
60
78
GA
CA
MD
RI
FL
173
ME
38,881
November
December
December
December
December
December
(1) Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for information on the acquisition of the Southfield office space not included in the table above, and
additional detail on the acquisition of MH, RV and marina.
Disposition Activity
On July 1, 2020, we sold a manufactured home community located in Montana, containing 226 sites, for $12.6 million. The gain from
the sale of the property was $5.6 million.
Construction Activity
There are 10,025 additional MH and RV sites suitable for development. In 2021, we expect to construct and expand between 1,150 -
1,600 additional sites.
Ground-up Developments - During the year ended December 31, 2020, we constructed over 1,000 total sites at four ground-up
development properties and one re-development located in Colorado, North Carolina and South Carolina.
47
SUN COMMUNITIES, INC.
Expansions - We have been focused on expansion opportunities adjacent to our existing properties, and we have developed over 2,800
sites within the past three years. We have expanded over 300 total sites at eight MH and RV properties in 2020. We continue to
expand our properties utilizing our inventory of owned and entitled land (approximately 10,000 sites available for development in 82
communities).
Markets
Our MH and RV properties are largely concentrated in Florida, Michigan, Texas and California. We have expanded our market share
in multiple states through recent acquisitions and increased our property holdings in high growth areas of the U.S. including retirement
and vacation destinations.
We have also experienced strong revenue growth through recent acquisitions of RV resorts. The age demographic of RV resorts is
attractive, as the population of retirement age baby boomers in the U.S. is growing. RV resorts have become a trending vacation
opportunity not only for the retiree population, but as an affordable vacation alternative for families and millennials.
The following table identifies our MH and RV markets by total sites:
Major Market
Number of Properties
Total Sites % of Total Sites
Number of Properties
Total Sites % of Total Sites
December 31, 2020
December 31, 2019
Florida
Michigan
Texas
California
Arizona
New York
Connecticut
Ontario, Canada
Ohio
Indiana
Georgia
Maryland
South Carolina
New Jersey
North Carolina
Colorado
Maine
Massachusetts
New Hampshire
Illinois
Virginia
Delaware
Pennsylvania
Tennessee
Oregon
Missouri
Alabama
Utah
Wisconsin
Minnesota
128
74
24
35
14
9
16
15
9
12
4
6
6
8
5
10
13
3
10
5
8
4
5
2
5
2
1
5
2
1
45,814
29,632
30.7 %
19.8 %
6.4 %
6.0 %
3.8 %
1.9 %
1.3 %
3.4 %
2.0 %
2.8 %
0.9 %
1.2 %
1.7 %
2.1 %
0.7 %
2.3 %
2.0 %
0.6 %
1.5 %
1.4 %
1.3 %
1.1 %
1.0 %
0.4 %
0.8 %
0.7 %
0.1 %
0.5 %
0.4 %
0.3 %
9,576
8,906
5,660
2,841
2,005
5,056
2,925
4,176
1,355
1,852
2,503
3,160
1,083
3,415
2,995
928
2,237
2,151
1,875
1,709
1,535
545
1,200
976
142
750
588
475
48
125
72
23
31
13
8
16
15
9
11
4
6
6
8
5
10
7
2
10
5
6
4
4
3
4
2
1
5
2
1
44,695
28,475
31.6 %
20.2 %
9,238
7,933
5,660
2,314
2,005
4,970
2,920
3,621
1,355
1,825
2,285
3,159
954
2,714
1,911
671
2,236
2,150
1,084
1,709
1,534
700
1,077
976
142
753
588
475
6.5 %
5.6 %
4.0 %
1.6 %
1.4 %
3.5 %
2.1 %
2.6 %
1.0 %
1.3 %
1.6 %
2.2 %
0.7 %
1.9 %
1.4 %
0.5 %
1.6 %
1.5 %
0.8 %
1.2 %
1.1 %
0.5 %
0.8 %
0.7 %
0.1 %
0.5 %
0.4 %
0.3 %
SUN COMMUNITIES, INC.
Major Market
Mississippi
Iowa
Nevada
Louisiana
Washington
Montana
December 31, 2020
December 31, 2019
Number of Properties
Total Sites % of Total Sites
Number of Properties
Total Sites % of Total Sites
1
1
1
1
1
—
446
155
413
324
226
112
—
149,295
0.1 %
0.3 %
0.2 %
0.2 %
0.1 %
— %
N/A
1
1
1
N/A
1
422
N/A
413
324
201
N/A
226
141,293
N/A
0.3 %
0.2 %
0.1 %
N/A
0.2 %
Our marinas are largely concentrated in Florida, Connecticut, Rhode Island and New York.
The following table identifies our marina markets by total wet slips and dry storage spaces:
Major Market
Florida
Connecticut
Rhode Island
New York
Maryland
Other
December 31, 2020
Number of
Properties
Wet Slips
Dry Storage
Total Wet
Slips / Dry
Storages
% Wet Slips /
Dry Storages
14
11
11
8
8
54
106
1,936
3,254
2,690
2,556
1,881
17,213
29,530
1,637
—
—
64
188
7,462
9,351
3,573
3,254
2,690
2,620
2,069
24,675
38,881
9.2 %
8.4 %
6.9 %
6.7 %
5.3 %
63.5 %
49
SUN COMMUNITIES, INC.
NON-GAAP FINANCIAL MEASURES
In addition to the results reported in accordance with GAAP in our “Results of Operations” below, we have provided information
regarding 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 is a non-GAAP financial measure that we
believe is helpful to investors as a supplemental measure of operating performance because it is an indicator of the return on property
investment and provides a method of comparing property performance over time. We use NOI as a key measure when evaluating
performance and growth of particular properties and / or groups of properties. The principal limitation of NOI is that it excludes
depreciation, amortization, interest expense and non-property specific expenses such as general and administrative expenses, all of
which are significant costs. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company
overall.
We believe that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an
alternative to GAAP net income (loss) as an indication of our financial performance or GAAP cash flow from operating activities as a
measure of our liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions.
Because of the inclusion of items such as interest, depreciation and amortization, the use of GAAP net income (loss) as a performance
measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation
and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a
parent company level and not at a property level.
FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as GAAP net income (loss), excluding
gains (or losses) from sales of depreciable operating property, plus real estate related depreciation and amortization, real estate related
impairments, and after adjustments for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that
management believes is a useful supplemental measure of our operating performance. By excluding gains and losses related to sales of
previously depreciated operating real estate assets, impairment and excluding real estate asset depreciation and amortization (which
can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO
provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy
rates, rental rates, and operating costs, providing perspective not readily apparent from GAAP net income (loss). Management believes
the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and
making comparisons of REIT operating results more meaningful. We also use FFO excluding certain gain and loss items that
management considers unrelated to the operational and financial performance of our core business (“Core FFO”). We believe that
Core FFO provides enhanced comparability for investor evaluations of period-over-period results.
We believe that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it
does not replace GAAP net income (loss) as a performance measure or GAAP cash flow from operations as a liquidity measure.
Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO
should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Further, FFO is not intended as a measure of
a REIT’s ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO is
calculated in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported
by other REITs that interpret the NAREIT definition differently.
50
SUN COMMUNITIES, INC.
RESULTS OF OPERATIONS
We report operating results under two segments: Real Property Operations and Home Sales and Rentals. The Real Property Operations
segment owns, operates, develops, or has an interest in, a portfolio of MH communities, RV resorts and marinas throughout the U.S.
and in Canada, and is in the business of acquiring, operating, and expanding MH communities, RV resorts and marinas. The Home
Sales and Rentals segment offers MH and RV park model sales and leasing services to tenants and prospective tenants of our
communities. We evaluate segment operating performance based on NOI and gross profit. Refer to Note 11, “Segment Reporting,” in
our accompanying Consolidated Financial Statements for additional information.
Summary Statements of Operations
The following tables reconcile the Net income attributable to Sun Communities, Inc. common stockholders to NOI and summarize our
consolidated financial results for the years ended December 31, 2020, 2019, and 2018 (in thousands):
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
Net Income Attributable to Sun Communities, Inc. Common Stockholders
$
131,614 $
160,265 $
Interest income
Brokerage commissions and other revenues, net
Home selling expenses
General and administrative expenses
Catastrophic weather-related charges, net
Business combination expense
Depreciation and amortization
Loss on extinguishment of debt (see Note 8)
Interest expense
Interest on mandatorily redeemable preferred OP units / equity
(Gain) / loss on remeasurement of marketable securities
(Gain) / loss on foreign currency translation
Gain on disposition of property
Other (income) / expense, net
Loss on remeasurement of notes receivable (see Note 4)
Income from nonconsolidated affiliates (see Note 6)
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6)
Current tax expense (see Note 12)
Deferred tax benefit (see Note 12)
Preferred return to preferred OP units / equity
Income attributable to noncontrolling interests
Preferred stock distribution
NOI / Gross Profit
Real Property NOI
Home Sales NOI / Gross Profit
Rental Program NOI
Ancillary NOI / Gross Profit
Site rent from Rental Program (included in Real Property NOI)(1)
NOI / Gross Profit
(10,119)
(17,230)
15,134
111,288
885
23,008
376,876
5,209
129,071
4,177
(6,129)
(8,039)
(5,595)
3,768
3,275
(1,740)
1,608
790
(1,565)
6,935
8,902
—
(17,857)
(14,127)
14,690
93,964
1,737
—
328,067
16,505
133,153
4,698
(34,240)
(4,557)
—
1,100
—
(1,374)
—
1,095
(222)
6,058
9,768
1,288
105,493
(20,852)
(6,205)
15,722
81,429
92
—
287,262
1,190
130,556
3,694
3,639
8,234
—
(1,781)
—
(790)
—
595
(507)
4,486
8,443
1,736
$
772,123 $
700,011 $
622,436
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$
649,233 $
586,649 $
43,815
115,283
38,615
(74,823)
47,579
104,382
30,206
(68,805)
524,178
42,698
95,968
25,207
(65,615)
$
772,123 $
700,011 $
622,436
(1) The renter’s monthly payment includes the site rent and an amount attributable to the home lease. The site rent is reflected in Real Property Operations’ segment
revenue. For purposes of management analysis, site rent is included in Rental Program revenue to evaluate the incremental revenue gains associated with the
implementation of the Rental Program, and to assess the overall growth and performance of the Rental Program and the financial impact on our operations.
51
SUN COMMUNITIES, INC.
Comparison of the Years Ended December 31, 2020, 2019 and 2018
Real Property Operations - Total Portfolio
The following tables reflect certain financial and other information for our Total Portfolio as of and for the years ended December 31,
2020, 2019 and 2018:
Financial Information
(in thousands)
December 31,
2020
December 31,
2019 (1)
Change
%
Change
December 31,
2019 (1)
December 31,
2018 (1)
Change
%
Change
Income from real property
$
1,030,636 $
914,907 $ 115,729
12.6 % $
914,907 $
816,830 $ 98,077
12.0 %
Year Ended
Year Ended
Property operating expenses
Payroll and benefits
Legal, taxes, and insurance
Utilities
Supplies and repairs
Other(2)
Real estate taxes
101,245
12,704
116,182
39,692
38,974
72,606
88,085
13,160
14.9 %
10,778
1,926
17.9 %
88,085
10,778
101,910
14,272
14.0 %
101,910
34,663
30,942
5,029
8,032
14.5 %
26.0 %
61,880
10,726
17.3 %
34,663
30,942
61,880
74,653
13,432
18.0 %
9,524
93,205
28,594
30,121
56,555
1,254
8,705
6,069
821
5,325
13.2 %
9.3 %
21.2 %
2.7 %
9.4 %
Property operating expenses
381,403
328,258
53,145
16.2 %
328,258
292,652
35,606
12.2 %
Real Property NOI
$
649,233 $
586,649 $ 62,584
10.7 % $
586,649 $
524,178 $ 62,471
11.9 %
(1) Canadian currency figures included within the year ended December 31, 2019 and 2018 have been translated at 2020 and 2019 average exchange rates, respectively.
(2) Includes COVID-19 personal protective equipment expense of $2.9 million for the year ended December 31, 2020.
Other Information
Number of properties(1)
MH occupancy
RV occupancy(2)
MH & RV blended occupancy(3)
Adjusted MH occupancy(4)
Adjusted RV occupancy(5)
Adjusted MH & RV blended occupancy(6)
As of
As of
December 31,
2020
December 31,
2019
552
422
Change
130
December 31,
2019
December 31,
2018
422
371
Change
51
96.6 %
100.0 %
97.3 %
97.8 %
100.0 %
98.3 %
96.4 %
0.9 %
98.3 %
— %
95.5 %
100.0 %
96.4 %
97.8 %
100.0 %
98.3 %
96.1 %
0.3 %
98.0 %
0.3 %
Sites available for MH & RV development
10,025
10,293
(268)
10,293
11,258
(965)
Monthly base rent per site - MH
Monthly base rent per site - RV(7)
Monthly base rent per site - Total
$
$
$
588
513
571
$
$
$
571
486
552
(8)
(8)
(8)
$ 17
$ 27
$ 19
$
$
$
571
485
551
$
$
$
554
458
432
(8)
(8)
(8)
$ 17
$ 27
$ 119
(1) Include MH communities, RV resorts and marinas.
(2) Occupancy percentages include annual RV sites and exclude transient RV sites.
(3) Occupancy percentages include MH and annual RV sites, and exclude transient RV sites.
(4) Adjusted occupancy percentages include MH and exclude recently completed but vacant expansion sites.
(5) Adjusted occupancy percentages include annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.
(6) Adjusted occupancy percentages include MH and annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.
(7) Monthly base rent pertains to annual RV sites and excludes transient RV sites.
(8) Canadian currency figures included within the year ended December 31, 2019 and 2018 have been translated at 2020 and 2019 average exchange rates, respectively.
The $62.6 million increase in Real Property NOI from 2019 to 2020 consists of $22.6 million from Same Communities as detailed
below and $40.0 million from recently acquired properties in the year ended December 31, 2020 as compared to 2019.
52
SUN COMMUNITIES, INC.
The $62.5 million increase in Real Property NOI from 2018 to 2019 consists of $37.7 million from Same Communities as detailed
below and $24.8 million from recently acquired properties in the years ended December 31, 2019 as compared to 2018.
Real Property Operations - Same Communities
A key management tool used when evaluating performance and growth of our properties is a comparison of Same Communities. Same
communities refer to properties that we have owned for at least the preceding year. The Same Community data may change from time-
to-time depending on acquisitions, dispositions, management discretion, significant transactions, or unique situations. In order to
evaluate the growth of the Same Communities, management has classified certain items differently than our GAAP statements. The
reclassification difference between our GAAP statements and our Same Community portfolio is the reclassification of water and sewer
revenues from income from real property to utilities. A significant portion of our utility charges are re-billed to our residents. For the
years ended December 31, 2020 and 2019, Canadian currency figures included within the year ended December 31, 2019 have been
translated at 2020 average exchange rates. For the years ended December 31, 2019 and 2018, Canadian currency figures included
within the year ended December 31, 2018 have been translated at 2019 average exchange rates.
Year Ended
Year Ended
December 31,
2020
December 31,
2019
Change
%
Change
December 31,
2019
December 31,
2018
Change
%
Change
$
876,981 $
846,231 $ 30,750
3.6 % $
799,178 $
752,324 $ 46,854
6.2 %
Financial Information
(in thousands)
Income from real property(1)
Property operating expenses
Payroll and benefits
Legal, taxes, and insurance
Utilities
Supplies and repairs (2)
Other(3)
Real estate taxes
81,897
10,860
66,214
33,616
27,916
63,706
82,727
10,351
63,410
33,153
26,738
59,649
(830)
(1.0) %
509
4.9 %
2,804
4.4 %
463
1.4 %
1,178
4,057
8,181
4.4 %
6.8 %
3.0 %
72,519
9,579
58,044
30,025
19,966
57,553
68,630
3,889
9,212
57,309
27,158
20,535
55,667
367
735
1,886
9,175
2,867
10.6 %
(569)
(2.8) %
5.7 %
4.0 %
1.3 %
3.4 %
3.8 %
7.3 %
Property operating expenses
284,209
276,028
247,686
238,511
Real Property NOI
$
592,772 $
570,203 $ 22,569
4.0 % $
551,492 $
513,813 $ 37,679
(1) We adopted ASC 842, the new lease accounting standard, as of January 1, 2019 which required the reclassification of bad debt expense from Property operating
expense to Income from real property. To assist with comparability within Same Community results, bad debt expense has been reclassified to be shown as a
reduction of Income from real property for all periods presented.
(2) For the comparative periods December 31, 2020 and 2019, the year ended 2019 excludes less than $0.1 million of expenses incurred for recently acquired properties
to bring the properties up to our operating standards. For the comparative periods December 31, 2019 and 2018, the year ended 2018 excludes $0.7 million of
expenses incurred for recently acquired properties to bring the properties up to our operating standards. These costs did not meet our capitalization policy.
(3) Includes COVID-19 personal protective equipment expense of $2.4 million for the year ended December 31, 2020.
53
SUN COMMUNITIES, INC.
Other Information
Number of properties
MH occupancy
RV occupancy(1)
MH & RV blended occupancy(2)
Adjusted MH occupancy(3)
Adjusted RV occupancy(4)
Adjusted MH & RV blended occupancy(5)
As of
As of
December 31,
2020
December 31,
2019
367
367
Change
—
December 31,
2019
December 31,
2018
345
345
Change
—
97.4 %
100.0 %
98.0 %
98.5 %
100.0 %
98.8 %
(6
6)
97.0 %
1.8 %
95.8 %
100.0 %
96.7 %
97.9 %
100.0 %
98.4 %
96.2 % (6)
2.2 %
Sites available for development
6,682
6,314
368
6,314
7,348
(1,034)
Monthly base rent per site - MH
Monthly base rent per site - RV(7)
Monthly base rent per site - Total
$
$
$
600
514
579
$
$
$
580
488
558
(8) $
(8) $
(8) $
20
26
21
$
$
$
577
489
557
$
$
$
554
461
533
(8) $
(8) $
(8) $
23
28
24
(1) Occupancy percentages include annual RV sites and exclude transient RV sites.
(2) Occupancy percentages include MH and annual RV sites, and exclude transient RV sites.
(3) Adjusted occupancy percentages include MH and exclude recently completed but vacant expansion sites.
(4) Adjusted occupancy percentages include annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.
(5) Adjusted occupancy percentages include MH and annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.
(6) The occupancy percentages for 2019 and 2018 have been adjusted to reflect incremental growth period-over-period from filled MH expansion sites and the
conversion of transient RV sites to annual RV sites.
(7) Monthly base rent pertains to annual RV sites and excludes transient RV sites.
(8) Canadian currency figures included within the year ended December 31, 2019 and 2018 have been translated at 2020 and 2019 average exchange rates, respectively.
Year ended December 31, 2020 and 2019
The Same Communities data includes all properties which we have owned and operated continuously since January 1, 2019, exclusive
of properties recently completed or under construction, and other properties as determined by management. We have reclassified
$37.7 million and $34.7 million for the years ended December 31, 2020 and 2019, respectively, from Income form real property to
Utilities to reflect the utility expenses associated with our Same Community portfolio net of recovery.
The 4.0 percent growth in NOI is primarily due to increased Income from real property of $30.8 million, or 3.6 percent. The 3.6
percent increase is primarily attributable to a 1.8 percent increase in MH & RV blended occupancy and a 3.8 percent increase in total
monthly base rent per site when compared to 2019, offset by discounts and bad debt expense. The increase in Income from real
property was partially offset by a $8.2 million, or 3.0 percent, increase in Property operating expenses, primarily attributable to
increases in payroll and benefits, supplies and repairs and real estate taxes.
Year ended December 31, 2019 and 2018
The Same Communities data includes all properties which we have owned and operated continuously since January 1, 2018, exclusive
of properties recently completed or under construction, and other properties as determined by management. We have reclassified
$34.7 million and $32.7 million for the years ended December 31, 2019 and 2018, respectively, from Income from real property to
Utilities to reflect the utility expenses associated with our Same Community portfolio net of recovery.
The 7.3 percent growth in NOI is primarily due to increased Income from real property of $46.9 million, or 6.2 percent The 6.2
percent increase is primarily attributable to a 2.2 percent increase in MH & RV blended occupancy and a 4.5 percent increase in total
monthly base rent per site when compared to 2018. The increase in Income from real property was partially offset by a $9.2 million, or
3.8 percent, increase in Property operating expenses, primarily attributable to increases in payroll and benefits, supplies and repairs
and legal, taxes and insurance expenses.
54
SUN COMMUNITIES, INC.
Home Sales Summary
We purchase new homes and acquire pre-owned and repossessed manufactured homes, generally located within our communities,
from lenders, dealers, and former residents to lease or sell to current and prospective residents.
The following table reflects certain financial and statistical information for our Home Sales Program for the years ended December 31,
2020, 2019 and 2018 (in thousands, except for average selling prices and statistical information):
Financial Information
New homes
Year Ended
Year Ended
December 31,
2020
December 31,
2019
Change
%
Change
December 31,
2019
December 31,
2018
Change
%
Change
New home sales
$
New home cost of sales
79,728
65,533
$
71,760
61,557
$ 7,968
3,976
11.1 % $
6.5 %
71,760
61,557
$
59,578
51,913
$ 12,182
9,644
20.4 %
18.6 %
NOI / Gross Profit –
new homes
Gross margin % –
new homes
Average selling price –
new homes
Pre-owned homes
$
14,195
$
10,203
$ 3,992
39.1 % $
10,203
$
7,665
$ 2,538
33.1 %
17.8 %
14.2 %
3.6 %
14.2 %
12.9 %
1.3 %
$
139,874
$
125,674
$ 14,200
11.3 % $
125,674
$
113,266
$ 12,408
11.0 %
Pre-owned home sales
$
95,971
$
110,176
$ (14,205)
(12.9) % $
110,176
$
106,453
$ 3,723
3.5 %
Pre-owned home cost of
sales
NOI / Gross Profit –
pre-owned homes
Gross margin % –
pre-owned homes
Average selling price –
pre-owned homes
Total home sales
66,351
72,800
(6,449)
(8.9) %
72,800
71,420
1,380
1.9 %
$
29,620
$
37,376
$ (7,756)
(20.8) % $
37,376
$
35,033
$ 2,343
6.7 %
30.9 %
33.9 %
(3.0) %
33.9 %
32.9 %
1.0 %
$
41,799
$
38,416
$ 3,383
8.8 % $
38,416
$
34,306
$ 4,110
12.0 %
Revenue from home sales
$
175,699
$
181,936
$ (6,237)
(3.4) % $
181,936
$
166,031
$ 15,905
Cost of home sales
131,884
134,357
(2,473)
(1.8) %
134,357
123,333
11,024
9.6 %
8.9 %
NOI / Gross Profit –
home sales
Statistical Information
New home sales volume
Pre-owned home sales
volume
Total home sales volume
$
43,815
$
47,579
$ (3,764)
(7.9) % $
47,579
$
42,698
$ 4,881
11.4 %
570
2,296
2,866
571
(1)
(0.2) %
571
526
45
8.6 %
2,868
3,439
(572)
(573)
(19.9) %
(16.7) %
2,868
3,439
3,103
3,629
(235)
(190)
(7.6) %
(5.2) %
NOI / Gross Profit - new homes - For the year ended December 31, 2020, the $4.0 million, or 39.1 percent, increase in gross profit is
primarily the result of a 11.3 percent increase in the average selling price, partially offset by an increase in the average cost of homes
sold, as compared to 2019.
For the year ended December 31, 2019, the $2.5 million, or 33.1 percent, increase in gross profit is primarily the result of a 8.6 percent
increase in new home sales volume coupled with a 11.0 percent increase in the average selling price, as compared to 2018.
NOI / Gross Profit - pre-owned homes - For the year ended December 31, 2020, the $7.8 million, or 20.8 percent, decrease in gross
profit is primarily the result of a 19.9 percent decrease in pre-owned home sales volume, as compared to 2019.
For the year ended December 31, 2019, the $2.3 million, or 6.7 percent, increase in gross profit is primarily the result of a 12.0 percent
increase in the average selling price, which is partially offset by a 7.6 percent decrease in pre-owned home sales volume, as compared
to 2018.
55
SUN COMMUNITIES, INC.
Rental Program Summary
The following table reflects certain financial and other information for our Rental Program for the years ended December 31, 2020,
2019 and 2018 (in thousands, except for statistical information):
Financial Information
Revenues
Year Ended
Year Ended
December 31,
2020
December 31,
2019
Change
%
Change
December 31,
2019
December 31,
2018
Change
%
Change
Rental home revenue
$
62,646 $
57,572 $
5,074
8.8 % $
57,572 $
53,657 $
3,915
7.3 %
Site rent from Rental
Program(1)
Rental Program revenue
Expenses
Repairs and refurbishment
Taxes and insurance
Other
Rental Program operating
and maintenance
Rental Program NOI
Other Information
Number of sold rental homes
Number of occupied rentals,
end of period
Investment in occupied rental
homes, end of period
Weighted average monthly
rental rate, end of period
$
$
$
74,823
137,469
11,886
8,460
1,840
68,805
126,377
6,018
11,092
8.7 %
8.8 %
68,805
126,377
65,615
119,272
3,190
7,105
4.9 %
6.0 %
12,591
7,488
1,916
(705)
972
(76)
(5.6) %
13.0 %
(4.0) %
12,591
7,488
1,916
10,456
6,425
6,423
2,135
1,063
(4,507)
20.4 %
16.5 %
(70.2) %
22,186
115,283 $
191
21,995
104,382 $ 10,901
0.9 %
10.4 % $
21,995
104,382 $
23,304
95,968 $
(1,309)
8,414
(5.6) %
8.8 %
850
1,140
(290)
(25.4) %
1,140
1,122
18
1.6 %
11,752
11,325
427
3.8 %
11,325
10,994
331
3.0 %
629,162 $
584,771 $ 44,391
7.6 % $
584,771 $
530,006 $ 54,765
10.3 %
1,042 $
997 $
45
4.5 % $
997 $
949 $
48
5.1 %
(1) The renter’s monthly payment includes the site rent and an amount attributable to the home lease. The site rent is reflected in Real Property Operations’ segment
revenue. For purposes of management analysis, site rent is included in Rental Program revenue to evaluate the incremental revenue gains associated with the
implementation of the Rental Program, and to assess the overall growth and performance of the Rental Program and the financial impact on our operations.
For the year ended December 31, 2020, Rental Program NOI increased $10.9 million, or 10.4 percent, as compared to 2019. The
increase is primarily due to an increase in Rental Program revenue of $11.1 million, or 8.8 percent, primarily attributable to a 4.5
percent increase in the weighted average monthly rental rate and a 3.8 percent increase in the number of occupied rentals.
For the year ended December 31, 2019, Rental Program NOI increased $8.4 million, or 8.8 percent, as compared to 2018. The increase
is primarily due to (a) an increase in Rental Program revenue of $7.1 million, or 6.0 percent, primarily attributable to a 5.1 percent
increase in weighted average monthly rental rate, and a 3.0 percent increase in the number of occupied rentals, and (b) a decrease in
Rental Program operating and maintenance expenses of $1.3 million, or 5.6 percent, resulting primarily from the capitalization of
commission expenses under ASC 842 in the year ended December 31, 2019 as compared to 2018.
56
SUN COMMUNITIES, INC.
Other Items - Statements of Operations(1)
The following table summarizes other income and expenses for the years ended December 31, 2020, 2019 and 2018 (amounts in
thousands):
Year Ended
Year Ended
December 31,
2020
December 31,
2019
Change
%
Change
December 31,
2019
December 31,
2018
Change
%
Change
Ancillary revenues, net
Interest income
Brokerage commissions and other
revenues, net
Home selling expenses
General and administrative
expenses
Catastrophic weather-related
charges, net
Business combination expense
Depreciation and amortization
Loss on extinguishment of debt
(see Note 8)
Interest expense
Interest on mandatorily redeemable
preferred OP units / equity
$
$
$
$
$
$
$
$
$
$
$
Gain / (loss) on remeasurement of
marketable securities (see Note 15) $
Gain / (loss) on foreign currency
translation
Gain on disposition of property
Other income / (expense), net
Loss on remeasurement of notes
receivable (see Note 4)
Income from nonconsolidated
affiliates (see Note 6)
Loss on remeasurement of
investment in nonconsolidated
affiliates (see Note 6)
Current tax expense (see Note 12)
Deferred tax benefit (see Note 12)
Preferred return to preferred OP
units / equity
Income attributable to
noncontrolling interests
Preferred stock distribution
$
$
$
$
$
$
$
$
$
$
$
38,615 $
10,119 $
17,230 $
15,134 $
30,206 $ 8,409
27.8 % $
17,857 $ (7,738)
(43.3) % $
30,206 $
17,857 $
25,207 $ 4,999
19.8 %
20,852 $ (2,995)
(14.4) %
14,127 $ 3,103
22.0 % $
14,690 $
444
3.0 % $
14,127 $
14,690 $
6,205 $ 7,922
127.7 %
15,722 $ (1,032)
(6.6) %
111,288 $
93,964 $ 17,324
18.4 % $
93,964 $
81,429 $ 12,535
15.4 %
885 $
1,737 $
(852)
(49.1) % $
1,737 $
92 $ 1,645
1,788.0 %
23,008 $
— $ 23,008
N/A $
— $
— $
—
N/A
376,876 $
328,067 $ 48,809
14.9 % $
328,067 $
287,262 $ 40,805
14.2 %
5,209 $
16,505 $ (11,296)
(68.4) % $
16,505 $
1,190 $ 15,315
1,287.0 %
129,071 $
133,153 $ (4,082)
(3.1) % $
133,153 $
130,556 $ 2,597
2.0 %
4,177 $
4,698 $
(521)
(11.1) % $
4,698 $
3,694 $ 1,004
27.2 %
6,129 $
34,240 $ (28,111)
(82.1) % $
34,240 $
(3,639) $ 37,879
(1,040.9) %
8,039 $
5,595 $
4,557 $ 3,482
76.4 % $
4,557 $
(8,234) $ 12,791
(155.3) %
— $ 5,595
N/A $
— $
— $
—
N/A
(3,768) $
(1,100) $ (2,668)
242.5 % $
(1,100) $
1,781 $ (2,881)
(161.8) %
(3,275) $
— $ (3,275)
N/A $
— $
— $
—
N/A
1,740 $
1,374 $
366
26.6 % $
1,374 $
790 $
584
73.9 %
(1,608) $
(790) $
1,565 $
— $ (1,608)
N/A $
— $
— $
—
N/A
(1,095) $
305
(27.9) % $
(1,095) $
(595) $
(500)
84.0 %
222 $ 1,343
605.0 % $
222 $
507 $
(285)
(56.2) %
6,935 $
6,058 $
877
14.5 % $
6,058 $
4,486 $ 1,572
35.0 %
8,902 $
9,768 $
(866)
(8.9) % $
— $
1,288 $ (1,288)
N/M $
9,768 $
1,288 $
8,443 $ 1,325
15.7 %
1,736 $
(448)
(25.8) %
(1) Only items determined by management to be material, of interest, or unique to the periods disclosed above are explained below.
N/M = Percentage change is not meaningful.
Ancillary revenues, net - for the year ended December 31, 2020, increased primarily due to the addition of boat rental and service
revenue and increases in RV resort activity revenues as compared to 2019. For the year ended December 31, 2019, the increase was
primarily due to increases in golf course, restaurant, and RV resort activity revenues as compared to 2018.
Interest income - for the year ended December 31, 2020 and 2019, decreased primarily due to lower balances on our notes receivable
and derecognition of collateralized notes receivable in the fourth quarter of 2019. For the year ended December 31, 2019, the decrease
was primarily due to lower balances on our notes receivable and derecognition of collateralized notes receivable in 2019 as we
satisfied the criteria of paragraph ASC 860-10-40-5 to be accounted for as a sale.
57
SUN COMMUNITIES, INC.
Brokerage commissions and other revenues, net - for the year ended December 31, 2020, increased primarily due to a $1.6 million
increase in brokerage commissions, and a $0.8 million increase in ground lease income, as compared to 2019. For the year ended
December 31, 2019, the increase was primarily due to a $3.1 million increase in brokerage commissions, and a $1.8 million increase in
dividend income from our investment in marketable securities, as compared to 2018.
General and administrative expenses - for the year ended December 31, 2020, increased due to an increase in wages and incentives
driven by growth in acquisition activity as compared to the same period in 2019, and COVID-19 personal protective equipment
expense that did not exist in 2019. For the year ended December 31, 2019, increased primarily due to an increase in wages and
incentives driven by growth in acquisitions and our performance as compared to 2018.
Catastrophic weather related charges, net - for the year ended December 31, 2020, decreased primarily due to changes in estimates
related to damage losses for recent weather events. For the year ended December 31, 2019, increased primarily due to estimated
damage losses for recent weather events.
Business combination expenses - for the year ended December 31, 2020,were incurred as a result of our recent acquisitions of marinas.
Refer to Note 3, “Real Estate Acquisitions and Dispositions” of our accompanying Consolidated Financial Statements for additional
information.
Depreciation and amortization - for the year ended December 31, 2020, increased as a result of our recent property acquisitions and
ongoing expansion and development activities. Refer to Note 3, “Real Estate Acquisitions and Dispositions” of our accompanying
Consolidated Financial Statements for additional information.
Loss on extinguishment of debt - for the year ended December 31, 2020, decreased primarily due to fewer prepayment penalties related
to debt and financing activity as compared to 2019. For the year ended December 31, 2019, the increase is primarily due to higher
prepayment penalties related to debt and financing activity as compared to 2018. Refer to Note 8, “Debt and Lines of Credit,” in our
accompanying Consolidated Financial Statements for additional information.
Gain / (loss) on remeasurement of marketable securities - for the year ended December 31, 2020, decreased due to lower gain on the
remeasurement of our investment in marketable securities as compared to 2019. For the year ended December 31, 2019, increased
primarily due to a $34.2 million gain on the remeasurement of our investment in marketable securities as compared to a $3.6 million
remeasurement loss in 2018. Refer to Note 15, Fair Value of Financial Instruments,” in our accompanying Consolidated Financial
Statements for additional information.
Gain / (loss) on foreign currency translation - for the year ended December 31, 2020, increased as compared to same period in 2019,
primarily due to favorable fluctuations in exchange rate on Canadian and Australian denominated currencies. For the year ended
December 31, 2019, there was a $4.6 million gain as compared to a $8.2 million loss in the same period in 2018.
Gain on disposition of property - for the year ended December 31, 2020, there was a $5.6 million gain resulting from the sale of a MH
community in Montana. There were no property dispositions during the years ended December 30, 2019 and 2018. Refer to Note 3,
“Real Estate Acquisitions and Dispositions,” in our accompanying Consolidated Financial Statements for additional information.
Loss on remeasurement of notes receivable - represents the adjustment of our in-house financing notes receivable portfolio, for which
we elected the fair value option on January 1, 2020. Refer to Note 4, “Notes and Other Receivables,” and Note 15, “Fair Value of
Financial Instruments,” in our accompanying Consolidated Financial Statements for additional information.
Loss on remeasurement of investment in nonconsolidated affiliates - represents the adjustment of our equity investment in GTSC LLC
(“GTSC”), for which we elected the fair value option on January 1, 2020. Refer to Note 6, “Investments in Nonconsolidated
Affiliates,” in our accompanying Consolidated Financial Statements for additional information.
Preferred return to preferred OP units / equity - for the year ended December 31, 2020 increased primarily as a result of preferred OP
units issued in conjunction with various acquisitions. For the year ended December 31, 2019 the increase was primarily the result of
issuing the Series D Preferred OP units in conjunction with an acquisition in January 2019. Refer to Note 3, “Real Estate Acquisitions
and Dispositions,” and Note 9, “Equity and Temporary Equity,” of our accompanying Consolidated Financial Statements for
additional information.
58
SUN COMMUNITIES, INC.
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SUN COMMUNITIES, INC. COMMON STOCKHOLDERS
TO FFO
The following table reconciles Net income attributable to Sun Communities, Inc. common stockholders to FFO for the years ended
December 31, 2020, 2019, and 2018 (in thousands, except per share amounts):
Net Income Attributable to Sun Communities, Inc. Common Stockholders
Adjustments
Depreciation and amortization
Depreciation on nonconsolidated affiliates
Gain / (loss) on remeasurement of marketable securities
Loss on remeasurement of investment in nonconsolidated affiliates
Loss on remeasurement of notes receivable
Income attributable to noncontrolling interests
Preferred return to preferred OP units
Preferred distribution to Series A-4 preferred stock
Gain on disposition of properties
Gain on disposition of assets, net
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
105,493
$
131,614 $
160,265 $
376,897
66
(6,129)
1,608
3,275
7,881
2,231
—
(5,595)
(22,180)
328,646
—
(34,240)
—
—
8,474
2,610
1,288
—
(26,356)
288,206
—
3,639
—
—
7,740
2,206
1,737
—
(23,406)
FFO Attributable To Sun Communities, Inc. Common Stockholders And Dilutive
Convertible Securities(1)
Adjustments
$
489,668 $
440,687 $
385,615
Business combination expense
Other acquisition related costs(2)
Loss on extinguishment of debt
Catastrophic weather-related charges, net
Loss of earnings - catastrophic weather related(3)
(Gain) / loss on foreign currency translation
Other (income) / expense, net
Other adjustments(4)
23,008
2,326
5,209
885
—
(8,039)
3,768
(1,265)
—
1,146
16,505
1,737
—
(4,557)
1,100
314
—
1,001
1,190
92
(292)
8,234
(1,781)
310
Core FFO Attributable To Sun Communities, Inc. Common Stockholders And
Dilutive Convertible Securities(1)
$
515,560 $
456,932 $
394,369
Weighted average common shares outstanding - basic
Add
Common stock issuable upon conversion of stock options
Restricted stock
Common OP units
Common stock issuable upon conversion of certain preferred OP units
Weighted Average Common Shares Outstanding - Fully Diluted
97,521
1
455
2,458
907
101,342
88,460
1
454
2,448
1,454
92,817
FFO Attributable To Sun Communities, Inc. Common Stockholders And Dilutive
Convertible Securities Per Share - Fully Diluted
Core FFO Attributable To Sun Communities, Inc. Common Stockholders And
Dilutive Convertible Securities Per Share - Fully Diluted
$
$
4.83 $
5.09 $
4.75 $
4.92 $
81,387
2
651
2,733
1,368
86,141
4.48
4.58
(1) The effect of certain anti-dilutive convertible securities is excluded from these items.
(2) These costs represent the expense incurred to bring recently acquired properties up to our operating standards, including items such as tree trimming and painting
costs that do not meet our capitalization policy.
(3) 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.
(4) Adjustments include accelerated deferred compensation amortization upon retirement and deferred tax (benefit) / expense.
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SUN COMMUNITIES, INC.
LIQUIDITY AND CAPITAL RESOURCES
Our principal liquidity demands have historically been, and are expected to continue to be, distributions to our stockholders and the
unit holders of the Operating Partnership, capital improvement of properties, the purchase of new and pre-owned homes, property
acquisitions, development and expansion of properties, and debt repayment.
Subject to market conditions, we intend to continue to identify opportunities to expand our development pipeline and acquire existing
properties. We finance acquisitions through available cash, secured financing, draws on our lines of credit, the assumption of existing
debt on properties, and the issuance of equity securities. We will continue to evaluate acquisition opportunities that meet our criteria.
Refer to Note 3, “Real Estate Acquisitions and Dispositions,” in our accompanying Consolidated Financial Statements for information
regarding recent property acquisitions.
We also intend to continue to strengthen our capital and liquidity positions by focusing on our core fundamentals, which are
generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead
costs. We intend to meet our liquidity requirements through available cash balances, cash flows generated from operations, draws on
our lines of credit, and the use of debt and equity offerings under our shelf registration statement. Refer to Note 8, “Debt and Lines of
Credit,” and Note 9, “Equity and Temporary Equity,” in our accompanying Consolidated Financial Statements for additional
information.
Capital Expenditures - MH and RV
Our MH and RV capital expenditures include expansion sites and development construction costs, lot modifications, recurring capital
expenditures and rental home purchases.
For the years ended December 31, 2020 and 2019, expansion and development activities of $246.5 million and $281.8 million,
respectively, related to costs consisting primarily of construction of sites and other costs necessary to complete home site
improvements.
For the years ended December 31, 2020 and 2019, lot modification expenditures were $29.8 million and $31.1 million, respectively.
These expenditures improve asset quality in our communities and are incurred when an existing home is removed and the site is
prepared for a new home (more often than not, a multi-sectional home). These activities, which are mandated by strict manufacturer’s
installation requirements and state building codes, include items such as new foundations, driveways, and utility upgrades.
For the years ended December 31, 2020 and 2019, recurring capital expenditures were $31.4 million and $30.4 million, respectively,
related to our continued commitment to the upkeep of our properties.
For the years ended December 31, 2020 and 2019, revenue producing sites expenditure were $23.7 million and $9.6 million,
respectively. These expenditures relate to revenue generating activities which consist primarily of garages, sheds, sub-metering of
water, sewer and electricity. Revenue generating attractions at our RV resorts are also included here and, occasionally, a special
capital project requested by residents and accompanied by an extra rental increase will be classified as revenue producing.
We invest in the acquisition of homes intended for the Rental Program. Expenditures for these investments depend upon the condition
of the markets for repossessions and new home sales, as well as rental homes. We finance certain of our new home purchases with a
$12.0 million manufactured home floor plan facility. Our ability to purchase homes for sale or rent may be limited by cash received
from third-party financing of our home sales, available manufactured home floor plan financing and working capital available on our
lines of credit.
Capital Expenditures - Marinas
For the year ended December 31, 2020, our marina capital expenditures (exclusive of acquisitions) were $14.1 million for the period
since acquisition, and comprise capital improvements at recently acquired properties, recurring capital expenditures, revenue
producing capital expenditures and expansion and development costs.
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SUN COMMUNITIES, INC.
Cash Flow Activities
Our cash flow activities are summarized as follows (in thousands):
Net Cash Provided by Operating Activities
Net Cash Used for Investing Activities
Net Cash Provided by Financing Activities
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
Year Ended
December 31, 2020
December 31, 2019
December 31, 2018
$
$
$
$
548,948 $
(2,486,517) $
2,000,844 $
189 $
476,734 $
(1,010,457) $
505,880 $
411 $
363,114
(733,743)
409,905
(523)
Cash, cash equivalents, and restricted cash increased by approximately by $63.5 million from $34.8 million as of December 31, 2019,
to $98.3 million as of December 31, 2020.
Operating Activities - Net cash provided by operating activities increased by $72.2 million from $476.7 million for the year ended
December 31, 2019 to $548.9 million for the year ended December 31, 2020.
Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things: (a)
the market and economic conditions in our current markets generally, and specifically in metropolitan areas of our current markets; (b)
lower occupancy and rental rates of our properties; (c) increased operating costs, such as wage and benefit costs, insurance premiums,
real estate taxes and utilities, that cannot be passed on to our tenants; (d) decreased sales of manufactured homes; (e) current volatility
in economic conditions and the financial markets; and (f) the effects of the COVID-19 pandemic. See “Risk Factors” in Part I, Item
1A in this Annual Report on Form 10-K.
Investing Activities - Net cash used for investing activities was $2.5 billion for the year ended December 31, 2020, compared to $1.0
billion for year ended December 31, 2019. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” in our accompanying
Consolidated Financial Statements for additional information.
Financing Activities - Net cash provided by financing activities was $2.0 billion for the year ended December 31, 2020, compared to
$505.9 million for the year ended December 31, 2019. Refer to Note 8, “Debt and Lines of Credit,” and Note 9, “Equity and
Temporary Equity,” in our accompanying Consolidated Financial Statements for additional information.
Financial Flexibility
On September 30, 2020 and October 1, 2020, we entered into two forward sale agreements (the “Forward Sale Agreements”) relating
to an underwritten registered public offering of 9,200,000 shares of our common stock at a public offering price of $139.50 per share.
The offering closed on October 5, 2020. We did not initially receive any proceeds from the sale of shares of our common stock in the
offering. On October 26, 2020, we physically settled the Forward Sale Agreements (by the delivery of shares of our common stock)
and received net proceeds of approximately $1.2 billion. We used approximately $1.1 billion of the net proceeds to fund the cash
portion of the Safe Harbor purchase price, and the remainder for working capital and general corporate purposes.
In May 2020, we closed an underwritten registered public offering of 4,968,000 shares of common stock. Proceeds from the offering
were $633.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings
outstanding under the revolving loan under our senior credit facility.
In July 2017, we entered into an at the market offering sales agreement (as amended, the “Sales Agreement”) with certain sales agents
(collectively, the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of
up to $450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount
not to exceed 2.0 percent of the gross price per share for any shares sold under the Sales Agreement. Through December 31, 2020, we
have sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement. There were no issuances of
common stock under the Sales Agreement during the years ended December 31, 2020 and 2019.
In October 2019, we assumed a term loan facility with Citibank, N.A. (“Citibank”), in the amount of $58.0 million in relation to an
acquisition. The term loan has a four-year term ending October 29, 2023, and bears interest at a floating rate based on the Eurodollar
rate or Prime rate. The outstanding balance as of the years ended December 31, 2020 and 2019, was $45.0 million and $57.0 million
respectively.
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SUN COMMUNITIES, INC.
In May 2019, we amended and restated our credit agreement with Citibank and certain other lenders. Pursuant to the credit agreement,
we entered into an unsecured senior credit facility with Citibank and certain lenders in the amount of $750.0 million, comprised of a
$650.0 million revolving loan, with the ability to use up to $100.0 million for advances in Australian dollars, and a $100.0 million
term loan (the “A&R Facility”). The A&R Credit Agreement has a four-year term ending May 21, 2023, which can be extended for
two additional six-month periods, subject to the satisfaction of certain conditions as defined in the credit agreement. The credit
agreement also provides for additional commitments in an amount not to exceed $350.0 million. The funding of these additional
commitments is subject to certain conditions, including obtaining the consent of the lenders, some of which are outside of our control.
If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing limit under the A&R
Facility may be increased up to $1.1 billion.
The A&R Facility bears interest at a floating rate based on the Eurodollar rate or Bank Bill Swap Bid Rate plus a margin that is
determined based on our leverage ratio calculated in accordance with the credit agreement, which margin can range from 1.20 percent
to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of December 31, 2020, the margin based
on our leverage ratio was 1.20 percent on the revolving loan and 1.20 percent on the term loan. We had $40.4 million and no
borrowings on the revolving loan and the term loan, respectively, as of December 31, 2020. We had $123.6 million of borrowings on
the revolving loan and no borrowings on the term loan, as of December 31, 2019.
The A&R Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our
borrowings outstanding under our line of credit with Citibank, N.A. (“Citibank”), but does reduce the borrowing amount available. At
December 31, 2020 and 2019, we had approximately $2.1 million and $2.8 million of outstanding letters of credit, respectively.
Pursuant to the terms of the A&R Facility, we are subject to various financial and other covenants. As of December 31, 2020, we were
in compliance with these covenants and do not anticipate that we will be unable to meet these covenants in the near term as a result of
COVID-19’s impact on our business. The most restrictive financial covenants for the A&R Facility are as follows:
Covenant
Requirement
As of December 31, 2020
Maximum leverage ratio
Minimum fixed charge coverage ratio
Minimum tangible net worth
Maximum dividend payout ratio
Maximum variable rate indebtedness
<65.0%
>1.40
>$3,731,946
<95.0%
<50.0%
29.2%
3.29
$7,322,394
57.9%
7.4%
On October 30, 2020, in relation to the acquisition of Safe Harbor, we indirectly assumed approximately $829.0 million of Safe
Harbor’s debt owed to Citizens Bank N.A. (“Citizens”). On December 22, 2020, the Safe Harbor facility was amended to, among
other things, (a) increase the size of the revolving commitments available to Safe Harbor from $500 million to $1.3 billion, subject to
borrowing base availability, (b) modify certain provisions relating to the determination of the borrowing base, (c) increase the cap on
the incremental borrowing capacity from $350.0 million to $500.0 million, which allows Safe Harbor to request an increase to the
revolving commitments and / or to establish additional term loans subject to the higher cap and the satisfaction of certain conditions,
and (d) modify certain financial covenants. The revolving loan and term loan under the Safe Harbor facility both expire on October 11,
2024. The term loan component of the Safe Harbor facility can be extended for two additional 12-month periods, subject to the
satisfaction of certain conditions set forth in the facility. The revolving commitments do not have an extension option.
The Safe Harbor facility bears interest at a floating rate based on an adjusted LIBOR rate or a base rate, plus a margin that is
determined based on Safe Harbor’s ratio of consolidated funded debt to total asset value, calculated in accordance with the credit
agreement, which margin can range from 1.375 percent to 2.250 percent for adjusted LIBOR rate loans and 0.375 percent to 1.250
percent for base rate loans. As of December 31, 2020, based on Safe Harbor’s ratio of consolidated funded debt to total asset value, the
margin was 2.000 percent on any adjusted LIBOR rate loans and 1.000 percent on any base rate loans. The Safe Harbor facility is
secured by the personal property of Safe Harbor and certain related entities and subsidiaries and a pledge of the equity interests in
certain subsidiaries of Safe Harbor and related entities and subsidiaries, subject to customary exceptions. At the lenders’ option, the
Safe Harbor facility will become immediately due and payable upon an event of default that is continuing under the credit agreement.
Safe Harbor had $652.0 million and $500.0 million of borrowings under the revolving loan and term loan respectively, as of
December 31, 2020.
The Safe Harbor facility provides Safe Harbor with the ability to issue letters of credit. Its issuance of letters of credit does not
increase its borrowings outstanding under its line of credit with Citizens, but does reduce the borrowing amount available. At
December 31, 2020, Safe Harbor had approximately $0.3 million of outstanding letters of credit.
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SUN COMMUNITIES, INC.
Pursuant to the terms of the Safe Harbor facility, we are subject to various financial and other covenants. As of December 31, 2020,
we were in compliance with these covenants and do not anticipate that we will be unable to meet these covenants in the near term as a
result of COVID-19’s impact on our marina business. The most restrictive financial covenants for the Safe Harbor facility are as
follows:
Covenant
Requirement
As of December 31, 2020
Maximum leverage ratio
Minimum fixed charge coverage ratio (pre-distribution)
Minimum fixed charge coverage ratio (post-distribution)
Minimum borrowing base coverage ratio
<60.0%
>1.35
>1.00
>1.00
47.3%
3.67
1.87
1.26
We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion
and development of properties, and Operating Partnership unit redemptions through the issuance of certain debt or equity securities
and / or the collateralization of our properties.
We had unrestricted cash on hand as of December 31, 2020 of approximately $83.0 million. As of December 31, 2020, there is
approximately $1.355 billion of remaining capacity on the Citibank and Citizens lines of credit. At December 31, 2020 we had a total
of 254 unencumbered MH and RV properties, of which 61 support the borrowing base for the $750.0 million revolving loan under our
senior credit facility and 31 support the borrowing base for a term loan facility. The remaining 162 unencumbered MH and RV
properties, with an estimated asset value of approximately $2.7 billion as of December 31, 2020 are available to secure potential
mortgage debt. At December 31, 2020 we had a total of 106 unencumbered marinas, of which 102 support the borrowing base for our
Safe Harbor facility.
From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, obtain debt financing,
or sell selected assets. Our ability to finance our long-term liquidity requirements in such a manner will be affected by numerous
economic factors affecting the MH, RV and marina industries at the time, including the effects of the COVID-19 pandemic, the
availability and cost of mortgage debt, our financial condition, the operating history of the properties, the state of the debt and equity
markets, and the general national, regional, and local economic conditions. When it becomes necessary for us to approach the credit
markets, the volatility in those markets could make borrowing more difficult to secure, more expensive, or effectively unavailable. See
“Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. If we are unable to obtain additional debt or equity financing
on acceptable terms, our business, results of operations and financial condition would be adversely impacted.
As of December 31, 2020, our net debt to enterprise value was approximately 21.4 percent (assuming conversion of all common OP
units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units, Series D preferred OP units, Series E
preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred OP units, and Series I preferred OP
units to shares of common stock). Our debt has a weighted average maturity of approximately 9.4 years and a weighted average
interest rate of 3.4 percent.
Off-Balance Sheet Arrangements
Our off-balance sheet investments include nonconsolidated affiliates. These investments all have varying ownership structures.
Substantially all of our nonconsolidated affiliates are accounted for under the equity method of accounting as we have the ability to
exercise significant influence, but not control, over the operating and financial decisions of these joint venture arrangements. Refer to
Note 6, "Investments in Nonconsolidated Affiliates," and Note 8, "Debt and Lines of Credit," in the accompanying Consolidated
Financial Statements, for additional information on our off-balance sheet investments.
Nonconsolidated Affiliate Indebtedness
GTSC - During September 2019, GTSC entered into a warehouse line of credit with a maximum loan amount of $125.0 million.
During September 2020, the maximum amount was increased to $180.0 million. As of December 31, 2020, the aggregate carrying
amount of debt, including both our and our partners’ share, incurred by GTSC was approximately $167.7 million (of which our
proportionate share is $67.1 million). The debt bears interest at a variable rate based on LIBOR plus 1.65 percent per annum and
matures on September 15, 2023. Refer to Note 6, "Investments in Nonconsolidated Affiliates," for additional information on our
nonconsolidated affiliates.
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SUN COMMUNITIES, INC.
Sungenia Joint Venture - During May 2020, Sungenia joint venture (“Sungenia JV”) entered into a debt facility agreement with a
maximum loan amount of $27.0 million Australian dollars, or $20.8 million converted at the December 31, 2020 exchange rate. As of
December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by Sungenia JV was
$6.7 million (of which our proportionate share is $3.3 million). The debt bears interest at a variable rate based on Australian BBSY
plus 2.05 percent per annum and is available for a minimum of three years. Refer to Note 6, "Investments in Nonconsolidated
Affiliates," for additional information on our nonconsolidated affiliates.
Contractual Cash Obligations
Our primary long-term liquidity needs are principal payments on outstanding indebtedness. As of December 31, 2020, 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 - Life Companies
$
1,664,922 $
37,275 $
79,318 $
96,002 $
1,452,327
Collateralized term loans - FNMA
Collateralized term loans - CMBS
Collateralized term loans - FMCC
Preferred equity - Sun NG Resorts - mandatory redeemable
Preferred OP units - mandatorily redeemable
Lines of credit and other debt
Total Principal Payments
Interest expense(2)
Operating leases
Finance lease
1,156,688
267,280
369,971
35,249
34,663
9,794
5,713
6,803
—
—
97,113
81,618
131,827
—
—
26,767
179,949
174,312
35,249
27,373
1,242,197
10,000
80,197
1,152,000
1,023,014
—
57,029
—
7,290
—
4,770,970 $
69,585 $
470,073 $
1,691,652 $
2,539,660
1,284,756 $
146,079 $
277,762 $
218,594 $
86,671
4,694
4,967
217
9,775
409
10,532
4,068
642,321
61,397
—
$
$
Total Contractual Cash Obligations
$
6,147,091 $
220,848 $
758,019 $
1,924,846 $
3,243,378
(1) Contractual cash obligations in this table exclude debt premiums, discounts and deferred financing costs, as applicable.
(2) Our contractual cash obligations related to interest expense are calculated based on the current debt levels, rates and maturities as of December 31, 2020 (including
finance leases), and actual payments required in future periods may be different than the amounts included above. Perpetual securities include one year of interest
expense in the “After 5 Years” category.
SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
Our Consolidated Financial Statements are prepared in accordance with United States of America generally accepted accounting
principles (“GAAP”), which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting
balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from the original
estimates, requiring adjustments to these balances in future periods. Our significant accounting estimates include acquisitions,
impairment, fair value of installment notes receivable on manufactured homes and notes receivable from real estate developers, and
share based compensation. Refer to Note 1, “Significant Accounting Policies,” in our accompanying Consolidated Financial
Statements for information regarding our critical accounting estimates that affect the Consolidated Financial Statements and that use
judgments and assumptions. In addition, the likelihood that materially different amounts could be reported under varied conditions and
assumptions is discussed.
Impact of New Accounting Standards
Refer to Note 19, “Recent Accounting Pronouncements,” in our accompanying Consolidated Financial Statements for information
regarding new accounting pronouncements.
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SUN COMMUNITIES, INC.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in market factors such as interest rates, foreign currency exchange rates,
commodity prices, and equity prices.
Interest Rate Risk
Our principal market risk exposure is interest rate risk. We mitigate this risk by maintaining prudent amounts of leverage, minimizing
capital costs, and interest expense while continuously evaluating all available debt and equity resources and following established risk
management policies and procedures, which include the periodic use of derivatives. Our primary strategy in entering into derivative
contracts is to minimize the variability that interest rate changes could have on our future cash flows. From time to time, we employ
derivative instruments that effectively convert a portion of our variable rate debt to fixed rate debt. We do not enter into derivative
instruments for speculative purposes.
Our variable rate debt totaled $1.2 billion and $183.9 million as of December 31, 2020 and 2019, respectively, and bears interest at
Prime or various LIBOR rates. If Prime or LIBOR increased or decreased by 1.0 percent, our interest expense would have increased or
decreased by approximately $3.4 million and $2.6 million for the years ended December 31, 2020 and 2019, respectively, based on the
$339.5 million and $259.4 million average balances outstanding under our variable rate debt facilities, respectively.
Foreign Currency Exchange Rate Risk
Foreign currency exchange rate risk is the risk that fluctuations in currencies against the U.S. dollar will negatively impact our results
of operations. We are exposed to foreign currency exchange rate risk as a result of remeasurement and translation of the assets and
liabilities of our Canadian properties, and our Australian equity investment and joint venture into U.S. dollars. Fluctuations in foreign
currency exchange rates can therefore create volatility in our results of operations and may adversely affect our financial condition.
At December 31, 2020 and 2019, our stockholder’s equity included $250.8 million and $202.5 million from our Canadian subsidiaries
and Australian equity investments, respectively, which represented 4.5 percent and 5.2 percent of total stockholder’s equity,
respectively. Based on our sensitivity analysis, a 10.0 percent strengthening of the U.S. dollar against the Canadian and Australian
dollar would have caused a reduction of $25.1 million and $20.2 million to our total stockholder’s equity at December 31, 2020 and
2019, respectively.
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SUN COMMUNITIES, INC.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are filed herewith under Item 15.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
ITEM 9.
None.
ITEM 9A.
CONTROLS AND PROCEDURES
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 December 31, 2020. Based upon this evaluation, our CEO and CFO
concluded that our disclosure controls and procedures were effective as of December 31, 2020.
Management’s report on internal control over financial reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Because
of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management
override of controls, misstatements due to error or fraud may not be prevented or detected on a timely basis.
Our management performed an assessment of the effectiveness of our internal control over financial reporting at December 31, 2020,
utilizing the criteria discussed in the “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over
financial reporting was effective at December 31, 2020. Based on management’s assessment, we have concluded that our internal
control over financial reporting was effective at December 31, 2020.
The effectiveness of our internal control over financial reporting has been audited by Grant Thornton LLP, an independent registered
public accounting firm, as stated in its report which is included herein.
In October 2020, we completed the acquisition of Safe Harbor and are currently integrating Safe Harbor into our operations,
compliance program and internal control processes. Safe Harbor constituted approximately 23 percent of our total assets as of
December 31, 2020, including the goodwill and other intangible assets recorded as part of the purchase price allocation, and 3 percent
of our revenues for the year ended December 31, 2020. SEC regulations allow companies to exclude acquisitions from their
assessment of internal control over financial reporting during the first year following an acquisition. We have excluded the acquired
operation of Safe Harbor from our assessment of our internal control over financial reporting.
Changes in internal control over financial reporting
There were no material changes in our internal control over financial reporting during the quarter ended December 31, 2020.
ITEM 9B.
OTHER INFORMATION
None.
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SUN COMMUNITIES, INC.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Pursuant to the general instructions of Item 401 of Regulation S-K, certain information regarding our executive officers is contained in
Part I of this Form 10-K. Unless provided in an amendment to this Annual Report on Form 10-K, the other information required by
this Item is incorporated herein by reference to the applicable information in the proxy statement for our 2021 annual meeting (the
“Proxy Statement,”) including the information set forth under the captions “Proposal No.1 Election of Directors - Consideration of
Director Nominees,” “Corporate Governance - Board of Directors,” “Corporate Governance - Committees of the Board of Directors,”
“Security Ownership Information - Security Ownership of Directors and Executive Officers,” and “Information About Executive
Officers - Executive Officers Biography.”
ITEM 11. EXECUTIVE COMPENSATION
Unless provided in an amendment to this Annual Report on Form 10-K, the information required by this Item is incorporated by
reference to the applicable information in the Proxy Statement, including the information set forth under the captions “Proposal No.1
Election of Directors - Director Compensation,” “Corporate Governance - Compensation Committee Interlocks and Insider
Participation,” and “Executive Compensation.” The information in the section captioned “Executive Compensation - Compensation
Committee Report” in the Proxy Statement or an amendment to this Annual Report on Form 10-K is incorporated by reference herein
but shall be deemed furnished, not filed, and shall not be deemed to be incorporated by reference into any filing we make under the
Securities Act or the Exchange Act.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Unless provided in an amendment to this Annual Report on Form 10-K, the information required by this Item is incorporated by
reference to the applicable information in the Proxy Statement, including the information set forth under the captions “Security
Ownership Information.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Unless provided in an amendment to this Annual Report on Form 10-K, the information required by this Item is incorporated by
reference to the Proxy Statement, including the information set forth under the captions “Corporate Governance - Board of Directors,”
“Corporate Governance - Committees of the Board of Directors,” “Corporate Governance - Board Leadership Structure and
Independence of Non-Employee Directors,” and “Corporate Governance - Certain Relationships and Related Party Transactions.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Unless provided in an amendment to this Annual Report on Form 10-K, the information required by this Item is incorporated by
reference to the Proxy Statement, including the information set forth under the caption for the proposal related to “Ratification of
Selection of Grant Thornton LLP.”
67
SUN COMMUNITIES, INC.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed herewith as part of this Form 10-K:
1.
2.
3.
Financial Statements
A list of the financial statements required to be filed as a part of this Annual Report on Form 10‑K is shown in the “Index to
the Consolidated Financial Statements and Financial Statement Schedules” filed herewith.
Financial Schedule
The financial statement schedule required to be filed as a part of this Annual Report on Form 10‑K is shown in the “Index to
the Consolidated Financial Statements and Financial Statement Schedules” filed herewith.
Exhibits
A list of the exhibits required by Item 601 of Regulation S‑K to be filed as a part of this Annual Report on Form 10-K is filed
herewith.
ITEM 16. FORM 10-K SUMMARY
None.
68
SUN COMMUNITIES, INC.
EXHIBITS
Exhibit
Number
2.1*
Agreement and Plan of Merger dated September 29, 2020 by and among Safe Harbor
Marinas, LLC, Sun Communities, Inc., Sun Communities Operating Limited
Partnership, Sun SH LLC and Safe Harbor Marinas II, LLC, individually and in its
capacity as the Seller Representative (as defined therein)
3.1
Sun Communities, Inc. Articles of Restatement
3.2
Third Amended and Restated Bylaws
Description
Method of Filing
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed on September 29, 2020
Incorporated by reference to Sun Communities, Inc.’s Annual
Report on Form 10-K filed on February 22, 2018
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed on May 12, 2017
4.1
4.2
10.1
10.2
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
Description of the Registrant’s Securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934
Incorporated by reference to Sun Communities, Inc.’s Annual
Report on Form 10-K filed for the year ended December 31, 2019
Form of Registration Rights Agreement by and among Sun Communities, Inc. and
certain holders of Merger Securities
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed on September 29, 2020
Lease, dated November 1, 2002, by and between Sun Communities Operating Limited
Partnership as Tenant and American Center LLC as Landlord
Incorporated by reference to Sun Communities, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2002, as
amended
Sixth Lease Modification dated June 26, 2018 by and between Sun Communities
Operating Limited Partnership as Tenant and American Center LLC as Landlord
Incorporated by reference to Sun Communities, Inc.’s Annual
Report on Form 10-K filed on February 21, 2019
Fourth Amended and Restated Agreement of Limited Partnership of Sun Communities
Operating Limited Partnership, dated January 31, 2019.
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed February 5, 2019
First Amendment to the Fourth Amended and Restated Agreement of Limited
Partnership of Sun Communities Operating Limited Partnership, dated January 9, 2020.
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed January 13, 2020
Second Amendment to the Fourth Amended and Restated Agreement of Limited
Partnership of Sun Communities Operating Limited Partnership, dated January 13,
2020.
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed January 14, 2020
Fourth Amendment to the Fourth Amended and Restated Agreement of Limited
Partnership of Sun Communities Operating Limited Partnership, dated May 14, 2020.
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed May 18, 2020
Sixth Amendment to the Fourth Amended and Restated Agreement of Limited
Partnership of Sun Communities Operating Limited Partnership, dated September 30,
2020.
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed October 6, 2020
Seventh Amendment to Agreement of Limited Partnership Agreement of Sun
Communities Operating Limited Partnership, dated October, 30, 2020
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed November 5, 2020
Eighth Amendment to Agreement of Limited Partnership of Sun Communities
Operating Limited Partnership, dated December 31, 2020
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed January 4, 2021
10.10
First Amended and Restated 2004 Non-Employee Director Option Plan#
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed July 25, 2012
10.11
First Amendment to First Amended and Restated 2004 Non-Employee Director Option
Plan#
Incorporate by reference to Exhibit A to Sun Communities, Inc.’s
Definitive Proxy Statement filed on March 29, 2018
10.12
Sun Communities, Inc. 2015 Equity Incentive Plan#
Incorporated by reference to Sun Communities, Inc.’s Proxy
Statement dated April 29, 2015 for the Annual meeting of
Stockholders held July 20, 2015
10.13
10.14
Form of Stock Option Agreement between Sun Communities, Inc. and certain directors,
officers and other individuals#
Incorporated by reference to Sun Communities, Inc.’s
Registration Statement No. 33 69340
Form of Non-Employee Director Stock Option Agreement between Sun Communities,
Inc. and certain directors#
Incorporated by reference to Sun Communities, Inc.’s
Registration Statement No. 33 80972
10.15
Form of Restricted Stock Award Agreement#
Incorporated by reference to Sun Communities, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2004
10.16
10.17
10.18
10.19
10.20
10.21
10.22
First Amendment to Restricted Stock Award Agreement between Sun Communities,
Inc. and Gary A. Shiffman dated July 15, 2014#
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed July 15, 2014
Employment Agreement dated June 20, 2013 among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Gary A. Shiffman#
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed June 24, 2013
First Amendment to Employment Agreement among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Gary A. Shiffman dated July 15,
2014#
Second Amendment to Employment Agreement among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Gary A. Shiffman dated March 8,
2017#
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed July 15, 2014
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed on March 8, 2017
Employment Agreement dated May 19, 2015 among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and John B. McLaren#
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed May 20, 2015
First Amendment to Employment Agreement among Sun Communities, Inc. Sun
Communities Operating Limited Partnership, and John B. McLaren dated March 8,
2017#
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed on March 8, 2017
Employment Agreement July 16, 2015 among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Karen J. Dearing#
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed July 17, 2015
69
SUN COMMUNITIES, INC.
10.23
First Amendment to Employment Agreement among Sun Communities, Inc., Sun
Communities Operating Partnership, and Karen J. Dearing dated March 8, 2017#
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed on March 8, 2017
10.24*
Employment Agreement, effective as of October 30,2020 by and between Baxter
Underwood and International Marina Group I, LP #
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed on November 5, 2020
10.25
Sun Communities, Inc. Executive Compensation “Clawback” Policy#
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed July 15, 2014
Third Amended and Restated Credit Agreement, dated May 21, 2019, among Sun
Communities Operating Limited Partnership, as Borrower, Citibank, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., BofA
Securities, Inc., and BMO Capital Markets, as Joint Lead Arrangers, and Citibank,
N.A., BofA Securities, Inc., as Joint Bookrunners, and Bank of America, N.A. and
Bank of Montreal, as Co-Syndication Agents and Fifth Third Bank, an Ohio Banking
Corporation, Regions Bank and RBC Capital Markets as Co-Documentation Agents
Credit Agreement dated September 14, 2018, and the Third Amendment thereto dated
December 22, 2020, among Safe Harbor Marinas, LLC as borrower; SHM TRS, LLC
and certain subsidiaries of Safe Harbor Marinas, LLC and SHM TRS, LLC from time to
time as guarantors; the lenders that are party thereto; and Citizens Bank, N.A., as
Administrative Agent and Collateral Agent
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed on May 24, 2019
Incorporated by reference to Sun Communities, Inc.’s Current
Report on Form 8-K filed on December 29, 2020
List of Subsidiaries of Sun Communities, Inc.
Consent of Grant Thornton LLP
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Filed herewith
Filed herewith
Filed herewith
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Filed herewith
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
10.26*
10.27*
21.1
23.1
31.1
31.2
32.1
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
The instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline
XBRL document.
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
#
*
Management contract or compensatory plan or arrangement
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain
information which is material to an investment decision or which is not otherwise disclosed in the filed agreements. We will furnish the omitted schedules
and exhibits to the SEC upon request by the SEC.
70
SUN COMMUNITIES, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 18, 2021
By
/s/
Gary A. Shiffman
Gary A. Shiffman
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
SUN COMMUNITIES, INC.
(Registrant)
/s/
/s/
/s/
/s/
/s/
/s/
/s/
/s/
Name
Gary A. Shiffman
Gary A. Shiffman
Karen J. Dearing
Karen J. Dearing
Meghan G. Baivier
Meghan G. Baivier
Stephanie W. Bergeron
Stephanie W. Bergeron
Brian M. Hermelin
Brian M. Hermelin
Ronald A. Klein
Ronald A. Klein
Clunet R. Lewis
Clunet R. Lewis
Arthur A. Weiss
Arthur A. Weiss
Capacity
Date
Chief Executive Officer and Chairman of the Board of
Directors (Principal Executive Officer)
February 18, 2021
February 18, 2021
February 18, 2021
February 18, 2021
February 18, 2021
February 18, 2021
February 18, 2021
February 18, 2021
Executive Vice President, Chief Financial Officer, Treasurer
and Secretary (Principal Financial Officer and Principal
Accounting Officer)
Director
Director
Director
Director
Director
Director
71
SUN COMMUNITIES, INC.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
Reports of Independent Registered Public Accounting Firm
Financial Statements:
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the Years Ended 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Real Estate and Accumulated Depreciation, Schedule III
Page
F-2
F-5
F-6
F-7
F-8
F-10
F-11
F-54
F - 1
SUN COMMUNITIES, INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Sun Communities, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Sun Communities, Inc. (a Maryland corporation) and subsidiaries
(the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income,
stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and
schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting
principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in the
2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”), and our report dated February 18, 2021 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or
disclosures to which they relate.
Accounting for Acquisitions
The Company's strategy includes growth by acquisition. As described in footnote 3, during 2020, the Company acquired 24 MH
communities and RV resorts and 106 marinas for a total purchase price of approximately $3.0 billion.
The principal considerations for our determination that the accounting for acquisitions is a critical audit matter is that it involves a high
degree of subjectivity in evaluating the reasonableness of management's estimates and related assumptions related to the recognition
and measurement of assets acquired and liabilities assumed. We performed the following procedures, among others, in connection
with forming our overall opinion on the financial statements. We tested management’s controls over the accounting for acquisitions,
such as controls over the recognition and measurement of assets acquired, liabilities assumed, and consideration paid. For each of the
acquisitions, we read the purchase agreements, evaluated the significant assumptions and methods used in developing the fair value
estimates and tested the recognition of the assets acquired and liabilities assumed at fair value.
F - 2
SUN COMMUNITIES, INC.
For each acquisition, we assessed, through the use of our internal valuation specialist, whether (1) the values assigned to the tangible
assets appeared reasonable based on a cost or market approach for similar properties in each geographic area, (2) intangible assets
were properly considered and identified, and (3) the significant assumptions used in valuing the assets and liabilities were reasonable
and (4) if applicable, the value assigned to and accounting for, equity interests in the Company or its subsidiaries that was issued as
consideration in the transaction.
Impairment of Investment Properties
As described in footnote 1, the Company reviews the carrying value of investment properties on a quarterly basis or whenever events
or changes in circumstances indicate a possible impairment. Events or circumstances that may prompt a review of the carrying value
of investment properties may include a significant decrease in the anticipated market price of the investment property, an adverse
change to the extent or manner in which an asset may be used, or a significant change in its physical condition or damage due to
catastrophic event.
The Company reviews its investment properties for potential impairment through an analysis of net operating income trends period
over period. In the event that any impairment indicators are present, the Company undertakes additional analyses utilizing expected
undiscounted future cash flows and expected disposition proceeds for a given asset. Forecasting of cash flows requires management to
make estimates and assumptions about such variables as the anticipated holding period, rental revenues and operating expenses during
the holding period, capital expenditures and rates of return. In 2020, the Company’s net operating income trend analysis resulted in 18
properties requiring additional analysis. No impairments were identified in 2020 as a result of the Company’s analysis.
The principal consideration for our determination that the impairment of investment properties is a critical audit matter is that it
involves a high degree of subjectivity in evaluating management's estimates used in determining the undiscounted cash flow estimates.
We performed the following procedures, among others, in connection with forming our overall opinion on the financial statements.
We tested management’s internal controls over the identification of potential investment property impairments, such as controls over
the Company’s quarterly analysis of net operating income trends, as well management review controls to identify potential events
which could indicate impairment. We examined and evaluated the Company’s net operating income trend analysis and its assessment
of other events, and if additional analysis was necessary, we evaluated the significant assumptions and methods used in developing the
undiscounted cash flow estimates.
When the net operating income analysis indicated that additional analysis was required, we assessed whether the significant
assumptions, including estimated holding period, rental revenues and operating expenses during the holding period, capital
expenditures and rates of return used in determining the future undiscounted cash flows were reasonable.
/s/GRANT THORNTON LLP
We have served as the Company’s auditor since 2003.
Philadelphia, Pennsylvania
February 18, 2021
F - 3
SUN COMMUNITIES, INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Sun Communities, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Sun Communities, Inc. (a Maryland corporation) and subsidiaries (the
“Company”) as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013
Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2020, and our report
dated February 18, 2021 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Other information
Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over
financial reporting of Safe Harbor Marinas, a wholly owned subsidiary, whose financial statements reflect approximately 23 percent of
total assets and approximately 3 percent of revenues of the related consolidated financial statement amounts as of and for the year
ended December 31, 2020. As indicated in Management’s Report, Safe Harbor Marinas was acquired in October 2020. Management’s
assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial
reporting of Safe Harbor Marinas.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
February 18, 2021
F - 4
SUN COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
Assets
Land
Land improvements and buildings
Rental homes and improvements
Furniture, fixtures and equipment
Investment property
Accumulated depreciation
Investment property, net (including $438,918 and $344,300 for consolidated VIEs at December 31, 2020
and December 31, 2019; see Note 7)
Cash, cash equivalents and restricted cash
Marketable securities; (see Note 15)
Inventory of manufactured homes
Notes and other receivables, net
Goodwill
Other intangible assets, net
Other assets, net (including $24,554 and $23,894 for consolidated VIEs at December 31, 2020 and
December 31, 2019; see Note 7)
Total Assets
Liabilities
Mortgage loans payable (including $47,706 and $46,993 for consolidated VIEs at December 31, 2020 and
December 31, 2019; see Note 7)
Preferred Equity - Sun NG RV Resorts LLC - mandatorily redeemable (fully attributable to consolidated
VIEs; see Note 7)
Preferred OP units - mandatorily redeemable
Lines of credit and other debt
Distributions payable
Advanced reservation deposits and rent
Accrued expenses and accounts payable
Other liabilities (including $21,957 and $13,631 for consolidated VIEs at December 31, 2020 and
December 31, 2019; see Note 7)
Total Liabilities
Commitments and contingencies (see Note 16)
Series D preferred OP units
Series F preferred OP units
Series G preferred OP units
Series H preferred OP units
Series I preferred OP units
Other redeemable noncontrolling interests (fully attributable to consolidated VIEs; see Note 7)
Stockholders' Equity
Common stock, $0.01 par value. Authorized: 180,000 shares; Issued and outstanding: 107,626 December
31, 2020 and 93,180 December 31, 2019
Additional paid-in capital
Accumulated other comprehensive loss
Distributions in excess of accumulated earnings
Total Sun Communities, Inc. stockholders' equity
Noncontrolling interests
Common and preferred OP units
Consolidated VIEs (fully attributable to consolidated VIEs; see Note 7)
Total noncontrolling interests
Total Stockholders' Equity
As of
December 31, 2020
December 31, 2019
$
$
$
2,119,364 $
8,480,597
637,603
447,039
11,684,603
(1,968,812)
9,715,791
98,294
124,726
46,643
221,650
428,833
305,611
265,038
11,206,586 $
1,414,279
6,595,272
627,175
282,874
8,919,600
(1,686,980)
7,232,620
34,830
94,727
62,061
157,926
—
66,948
152,948
7,802,060
3,444,967 $
3,180,592
35,249
34,663
1,242,197
86,988
187,730
148,435
134,650
5,314,879
49,600
8,871
25,074
57,833
94,532
28,469
1,076
7,087,658
3,178
(1,566,636)
5,525,276
85,968
16,084
102,052
5,627,328
11,206,586 $
35,249
34,663
183,898
71,704
133,420
127,289
81,289
3,848,104
50,913
—
—
—
—
27,091
932
5,213,264
(1,331)
(1,393,141)
3,819,724
47,686
8,542
56,228
3,875,952
7,802,060
Total Liabilities, Temporary Equity and Stockholders' Equity
$
See accompanying Notes to Consolidated Financial Statements.
F - 5
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Revenues
Income from real property
Revenue from home sales
Rental home revenue
Ancillary revenue
Interest income
Brokerage commissions and other revenues, net
Total Revenues
Expenses
Property operating and maintenance
Real estate taxes
Cost of home sales
Rental home operating and maintenance
Ancillary expenses
Home selling expenses
General and administrative expenses
Catastrophic weather-related charges, net
Business combination expense
Depreciation and amortization
Loss on extinguishment of debt (see Note 8)
Interest expense
Interest on mandatorily redeemable preferred OP units / equity
Total Expenses
Income Before Other Items
Gain / (loss) on remeasurement of marketable securities (see Note 15)
Gain / (loss) on foreign currency translation
Gain on disposition of property
Other income / (expense), net
Loss on remeasurement of notes receivable (see Note 4)
Income from nonconsolidated affiliates (see Note 6)
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6)
Current tax expense (see Note 12)
Deferred tax benefit (see Note 12)
Net Income
Less: Preferred return to preferred OP units / equity
Less: Income attributable to noncontrolling interests
Net Income Attributable to Sun Communities, Inc.
Less: Preferred stock distribution
December 31,
2020
Year Ended
December 31,
2019
December 31,
2018
$
1,030,636 $
914,907 $
175,699
62,646
102,017
10,119
17,230
181,936
57,572
77,638
17,857
14,127
816,830
166,031
53,657
63,250
20,852
6,205
1,398,347
1,264,037
1,126,825
308,797
72,606
131,884
22,186
63,402
15,134
111,288
885
23,008
376,876
5,209
129,071
4,177
266,378
61,880
134,357
21,995
47,432
14,690
93,964
1,737
—
328,067
16,505
133,153
4,698
1,264,523
133,824
1,124,856
139,181
6,129
8,039
5,595
(3,768)
(3,275)
1,740
(1,608)
(790)
1,565
147,451
6,935
8,902
131,614
—
34,240
4,557
—
(1,100)
—
1,374
—
(1,095)
222
177,379
6,058
9,768
161,553
1,288
236,097
56,555
123,333
23,304
38,043
15,722
81,429
92
—
287,262
1,190
130,556
3,694
997,277
129,548
(3,639)
(8,234)
—
1,781
—
790
—
(595)
507
120,158
4,486
8,443
107,229
1,736
105,493
81,387
82,040
1.29
1.29
Net Income Attributable to Sun Communities, Inc. Common Stockholders
$
131,614 $
160,265 $
Weighted average common shares outstanding - basic
Weighted average common shares outstanding - diluted
97,521
97,522
88,460
88,915
Basic earnings per share (see Note 13)
Diluted earnings per share (see Note 13)
$
$
1.34 $
1.34 $
1.80 $
1.80 $
See accompanying Notes to Consolidated Financial Statements.
F - 6
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net Income
Foreign currency translation gain / (loss) adjustment
Total Comprehensive Income
Less: Comprehensive Income attributable to noncontrolling interests
Comprehensive Income attributable to Sun Communities, Inc.
December 31,
2020
Year Ended
December 31,
2019
December 31,
2018
$
$
147,451 $
4,205
151,656
(8,598)
143,058 $
177,379 $
3,328
180,707
(9,923)
170,784 $
120,158
(5,878)
114,280
(8,171)
106,109
See accompanying Notes to Consolidated Financial Statements.
F - 7
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
$
147,451 $
177,379 $
120,158
Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on disposition of assets
Gain on disposition of property
(Gain) / loss on foreign currency translation
(Gain) / loss on remeasurement of marketable securities (see Note 15)
(Gain) / loss on remeasurement of contingent liabilities
Share-based compensation
Depreciation and amortization
Deferred tax benefit (see Note 12)
Amortization of below market lease
Amortization of debt premium
Amortization of deferred financing costs
Amortization of ground lease intangibles
Loss on extinguishment of debt (see Note 8)
Loss on remeasurement of notes receivable (see Note 4)
Loss on remeasurement of investment in nonconsolidated affiliates (see
Note 6)
Income from nonconsolidated affiliates (see Note 6)
Distributions from nonconsolidated affiliates
Change in notes receivable from financed sales of inventory homes, net of
repayments
Change in inventory, other assets and other receivables, net
Change in other liabilities
Net Cash Provided By Operating Activities
Investing Activities
Investment in properties
Acquisitions of properties, net of cash acquired
Proceeds from dispositions of assets and depreciated homes, net
Proceeds from disposition of properties
Issuance of notes and other receivables
Repayments of notes and other receivables
Investments in nonconsolidated affiliates
Distributions from nonconsolidated affiliates
Net Cash Used For Investing Activities
Financing Activities
Issuance of common stock, OP units, and preferred OP units, net
Redemption of Series G preferred OP units
Redemption of Series B-3 preferred OP units
Borrowings on lines of credit
Payments on lines of credit
Proceeds from issuance of other debt
Payments on other debt
Prepayment penalty on collateralized term loans
Proceeds received from return of prepaid deferred financing costs
Distributions to stockholders, OP unit holders, and preferred OP unit holders
Payments for deferred financing costs
Net Cash Provided By Financing Activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, Cash Equivalents and Restricted Cash, End of Period
$
F - 8
(15,156)
(5,595)
(8,039)
(6,129)
2,962
23,045
371,878
(1,565)
(7,347)
(1,467)
3,090
752
5,209
3,275
1,608
(1,740)
4,088
(176)
10,853
21,951
548,948
(538,523)
(1,946,015)
55,395
12,612
(45,650)
12,173
(47,241)
10,732
(2,486,517)
1,850,611
(2,000)
—
1,585,904
(1,361,538)
491,784
(230,330)
(6,226)
—
(313,137)
(14,224)
2,000,844
189
63,464
34,830
98,294 $
(11,085)
—
(4,557)
(34,240)
1,503
17,482
313,966
(222)
(7,442)
(4,962)
2,988
752
16,505
—
—
(1,374)
3,049
2,988
(44,322)
48,326
476,734
(569,261)
(472,681)
61,337
—
(18,122)
4,542
(60,742)
44,470
(1,010,457)
440,782
—
(2,675)
3,881,543
(3,883,950)
923,721
(552,868)
(18,838)
1,618
(276,697)
(6,756)
505,880
411
(27,432)
62,262
34,830 $
(9,376)
—
8,234
3,639
(2,336)
15,066
274,432
(507)
(7,399)
(6,353)
3,233
1,638
1,190
—
—
(790)
—
(2,299)
(39,514)
4,098
363,114
(389,399)
(320,268)
55,855
—
(216)
4,312
(84,997)
970
(733,743)
623,540
—
(4,105)
1,542,677
(1,456,486)
250,000
(298,754)
(2,024)
—
(242,813)
(2,130)
409,905
(523)
38,753
23,509
62,262
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Supplemental Information
Cash paid for interest (net of capitalized interest of $9,424, $7,943 and $4,328
respectively)
Cash paid for interest on mandatorily redeemable debt
Cash paid for income taxes
Noncash investing and financing activities
Reduction in secured borrowing balance
Change in distributions declared and outstanding
Conversion of common and preferred OP units
Asset held for sale
Conversion of Series A-4 preferred stock
Noncash investing and financing activities at the date of acquisition
Acquisitions - Common stock and OP units issued
Acquisitions - Equity Interests - NG Sun LLC (see Note 7)
Acquisitions - Preferred Equity - Sun NG RV Resorts LLC (see Note 7)
Acquisitions - Debt
Acquisitions - Series D preferred interest
Acquisitions - Series E preferred interest
Acquisitions - Series F preferred interest
Acquisitions - Series G preferred interest
Acquisitions - Series H preferred interest
Acquisitions - Series I preferred interest
Acquisitions - Escrow
Acquisitions - Contingent consideration liability
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
135,986 $
4,177 $
1,115 $
— $
15,280 $
1,022 $
32,145 $
— $
37,565 $
— $
— $
837,800 $
— $
9,000 $
9,000 $
27,261 $
58,113 $
94,540 $
— $
9,000 $
134,990 $
4,698 $
948 $
107,731 $
8,452 $
11,310 $
— $
31,739 $
313,391 $
— $
— $
61,900 $
51,930 $
— $
— $
— $
— $
— $
392 $
— $
126,153
2,551
461
21,451
7,889
1,515
—
675
—
21,976
35,277
3,120
—
—
—
—
—
—
—
—
See accompanying Notes to Consolidated Financial Statements.
F - 9
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
Stockholders’ Equity
Temporary
Equity
Common
Stock
Additional
Paid-in
Capital
Distributions in Excess
of Accumulated
Earnings
Accumulated Other
Comprehensive
Income / (Loss)
Non-
controlling
Interests
Total
Stockholders’
Equity
Total Equity
Balance at December 31, 2017
$
43,066 $
797
$
3,758,533 $
(1,162,001) $
1,102 $
65,256 $
2,663,687 $
2,706,753
Issuance of common stock and common OP units, net
Conversion of OP units
Conversion of series A-4 preferred stock
Other redeemable noncontrolling interests
Share-based compensation - amortization and forfeitures
Foreign currency translation
Net income
Distributions
—
(342)
(675)
21,976
—
—
241
(674)
66
1
—
—
—
—
—
—
623,474
1,514
675
—
14,753
—
—
—
—
—
—
—
313
—
111,715
(238,513)
—
—
—
—
—
(5,606)
—
—
—
(1,173)
—
—
—
(272)
8,202
(11,514)
623,540
623,540
342
675
—
15,066
(5,878)
119,917
(250,027)
—
—
21,976
15,066
(5,878)
120,158
(250,701)
Balance at December 31, 2018
$
63,592 $
864
$
4,398,949 $
(1,288,486) $
(4,504) $
60,499 $
3,167,322 $
3,230,914
Issuance of common stock and common OP units, net
Conversion of OP units
Conversion of Series A-4 preferred stock
Other redeemable noncontrolling interests
Share-based compensation - amortization and forfeitures
Issuance of Series D OP units
Foreign currency translation
Net income
Distributions
—
(9,652)
(31,739)
4,451
—
51,930
—
1,599
(2,177)
Balance at December 31, 2019
$
78,004 $
Issuance of common stock and common OP units, net
Conversion of OP units
Other redeemable noncontrolling interests
Share-based compensation - amortization and forfeitures
Issuance of Series preferred E OP units
Issuance of Series preferred F OP units
Issuance of Series preferred G OP units
Redemption of Series G OP Units
Issuance of Series preferred H OP units
Issuance of Series preferred I OP units
Foreign currency translation
Remeasurement of notes receivable and equity method investment (see
Note 19)
Net income
Distributions
—
—
1,485
—
—
8,966
27,261
(2,000)
58,113
94,540
—
—
519
(2,509)
58
5
5
—
—
—
—
—
—
932
143
1
—
—
—
—
—
—
—
—
—
—
—
—
754,116
11,305
31,734
—
17,160
—
—
—
—
—
—
—
(553)
322
—
—
167,611
(272,035)
—
—
—
—
—
—
3,173
—
—
—
(1,658)
—
—
—
—
155
8,169
(10,937)
754,174
9,652
31,739
(553)
17,482
—
3,328
175,780
(282,972)
754,174
—
—
3,898
17,482
51,930
3,328
177,379
(285,149)
$
5,213,264 $
(1,393,141) $
(1,331) $
56,228 $
3,875,952 $
3,953,956
1,850,468
1,021
—
22,729
181
—
—
—
(5)
—
—
—
—
—
—
—
(272)
316
—
—
—
—
—
—
—
1,953
138,550
(314,042)
—
—
—
—
—
—
—
—
—
—
4,509
—
—
—
37,565
(1,022)
—
—
8,819
—
—
—
4,250
—
(304)
—
8,382
1,888,176
1,888,176
—
(272)
23,045
9,000
—
—
—
4,245
—
4,205
—
1,213
23,045
9,000
8,966
27,261
(2,000)
62,358
94,540
4,205
1,953
146,932
1,953
147,451
(11,866)
(325,908)
(328,417)
Balance at December 31, 2020
$
264,379 $
1,076 $
7,087,658 $
(1,566,636) $
3,178 $
102,052 $
5,627,328 $
5,891,707
See accompanying Notes to Consolidated Financial Statements.
F - 10
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies
Business
Sun Communities, Inc., a Maryland corporation, and all wholly-owned or majority-owned and controlled subsidiaries, including Sun
Communities Operating Limited Partnership, a Michigan limited partnership (the “Operating Partnership”), Sun Home Services, Inc.,
a Michigan corporation (“SHS”), and Safe Harbor Marinas, LLC (“Safe Harbor”) are referred to herein as the “Company,” “us,” “we,”
and “our.”
We are a fully integrated, self-administered and self-managed real estate investment trust (“REIT”). As of December 31, 2020, we
owned and operated or had an interest in a portfolio of 552 MH communities, RV resorts, and marinas (collectively, the “properties”)
located in 39 states throughout the United States and Ontario, Canada, including 276 MH communities, 136 RV resorts, 34 properties
containing both MH and RV sites, and 106 marinas. As of December 31, 2020, the properties contained an aggregate of 188,176
developed sites comprised of 96,688 developed MH sites, 27,564 annual RV sites (inclusive of both annual and seasonal usage rights),
25,043 transient RV sites, and 38,881 wet slips and dry storage spaces.
Principles of Consolidation
We consolidate our majority-owned subsidiaries in which we have the ability to control the operations of our subsidiaries and all
variable interest entities with respect to which we are the primary beneficiary. We also consolidate entities in which we have a direct
or indirect controlling or voting interest. All significant inter-company transactions have been eliminated. Any subsidiaries in which
we have an ownership percentage equal to or greater than 50%, but less than 100%, or considered a VIE, represent subsidiaries with a
noncontrolling interest. The noncontrolling interests in our subsidiaries are allocated their proportionate share of the subsidiaries’
financial results.
Certain prior period amounts have been reclassified on our Consolidated Financial Statements to conform with current year
presentation.
Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Since December
2019, a novel strain of coronavirus, referred to as the COVID-19 virus, has spread to countries in which we operate. COVID-19 has
become a global pandemic. Commencing in March 2020, authorities in jurisdictions where our properties are located have issued
restrictions on travel and the types of businesses that may continue to operate. Those restrictions were relaxed throughout the year
leading to all properties being able to open, however government regulations may limit the amenities available at any given property.
The extent and duration of the business restrictions will have an effect on estimates used in the preparation of financial statements.
This includes the net operating income (“NOI”) assumptions in our long-lived asset impairment testing, the ultimate collectability of
rent payments from residents and guests due to the effects of COVID-19 on their financial position, and fair value measurement
changes for financial assets that we have elected to measure at fair value.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) requires management to make estimates and assumptions related to the reported amounts included in our Consolidated
Financial Statements and accompanying footnotes thereto. Actual results could differ from those estimates.
Segment Information
ASC Topic 280, “Segment Reporting” (“ASC 280”), establishes standards for the way the business enterprises report information
about operating segments in its financial statements. In accordance with ASC 280, management has determined that we have two
operating segments, Real Property Operations and Home Sales and Rentals. The Real Property Operations segment owns, operates,
develops, or has an interest in, a portfolio of MH communities, RV resorts and marinas throughout the U.S. and in Canada, and is in
the business of acquiring, operating, and expanding MH, RV and marinas. The Home Sales and Rentals segment offers MH and RV
park model sales and leasing services to tenants and prospective tenants of our communities and resorts. We evaluate segment
operating performance based on NOI and gross profit. Refer to Note 20, “Subsequent Events,” for information regarding segment
reporting after December 31, 2020.
F - 11
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investment Property
Investment property is recorded at cost, less accumulated depreciation.
Impairment of long-lived assets - We estimate the fair value of our long-lived assets based on discounted future cash flows and any
potential disposition proceeds for a given asset. Forecasting cash flows requires management to make estimates and assumptions about
such variables as the estimated holding period, rental rates, occupancy, development, and operating expenses during the holding
period, as well as disposition proceeds. Management uses its best judgment when developing these estimates and assumptions, but the
development of the projected future cash flows is based on subjective variables. Future events could occur which would cause us to
conclude that impairment indicators exist, and significant adverse changes in national, regional, or local market conditions or trends
may cause us to change the estimates and assumptions used in our impairment analysis. The results of an impairment analysis could be
material to our financial statements.
We review the carrying value of long-lived assets to be held and used for impairment quarterly or whenever events or changes in
circumstances indicate a possible impairment. Our primary indicator for potential impairment is based on NOI trends period over
period. Circumstances that may prompt a test of recoverability may include a significant decrease in the anticipated market price, an
adverse change to the extent or manner in which an asset may be used or in its physical condition or other events that may
significantly change the value of the long-lived asset. An impairment loss is recognized when a long-lived asset’s carrying value is not
recoverable and exceeds estimated fair value.
Real Estate Held For Sale - We periodically classify real estate as “held for sale.” An asset is classified as held for sale after an active
program to sell an asset has commenced and when the sale is probable. Subsequent to the classification of assets as held for sale, no
further depreciation expense is recorded. Within Other Assets, net on the Consolidated Balance Sheets is $32.1 million of real estate
held for sale which is the carrying value of four properties as of December 31, 2020.
Acquisitions - We evaluate acquisitions pursuant to ASC 805 “Business Combinations” to determine whether the acquisition should be
classified as either an asset acquisition or a business combination.
Acquisitions for which substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or a
group of similar identifiable assets are accounted for as an asset acquisition. Most of our property acquisitions are accounted for as
asset acquisitions. For asset acquisitions, we allocate the purchase price of these properties on a relative fair value basis and capitalize
direct acquisition related costs as part of the purchase price. Acquisition costs that do not meet the criteria to be capitalized are
expensed as incurred and presented as General and administrative costs in our Consolidated Statements of Operations.
Acquisitions that meet the definition of a business combination are recorded at fair value using a fair value model under which the
assets and liabilities are generally recognized at their fair values and the difference between the consideration transferred, excluding
transaction costs, and the fair values of the assets and liabilities is recognized as goodwill. For acquisitions that meet the definition of a
business combination, we allocate the purchase price of those properties on a fair value basis and expense the acquisitions related
transaction costs as incurred. Transaction costs are presented as Business combination expense in our Consolidated Statements of
Operations.
For asset acquisitions and business combinations, we allocate the purchase price to net tangible and identified intangible assets
acquired based on their fair values. In making estimates of fair values for purposes of allocating purchase price, we utilize an
independent third-party to value the net tangible and identified intangible assets in connection with the acquisition of the respective
property. We provide historical and pro forma financial information obtained about each property, as well as any other information
needed in order for the third-party to ascertain the fair value of the tangible and intangible assets (including in-place leases) acquired.
Capitalized Costs
We capitalize certain costs incurred in connection with the development, redevelopment, capital enhancement and leasing of our
properties. Management is required to use professional judgment in determining whether such costs meet the criteria for capitalization
or immediate expense. The amounts are dependent on the volume and timing of such activities, and the costs associated with such
activities:
Maintenance, repairs, and minor improvements to properties are expensed when incurred.
F - 12
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Renovations and improvements to our properties are capitalized and depreciated over their estimated useful lives and real estate
project costs related to the development of new community or expansion sites are capitalized until the property is substantially
complete and available for occupancy. Costs incurred to initially renovate pre-owned and repossessed homes that we acquire for our
Rental Program are capitalized, and the majority of costs incurred to refurbish the homes at turnover and repair the homes while
occupied, are expensed unless they extend the life of the home. Renovations and improvements to marinas are capitalized and
depreciated over their estimated useful lives. Improvements made to docks, buildings, systems, equipment, shorelines and site
improvements are capitalized until the project is substantially complete and available for use.
Certain expenditures to dealers and residents related to obtaining lessees in our communities are capitalized and amortized based on
the anticipated term of occupancy of a resident.
Costs associated with implementing our software are capitalized and amortized over the estimated useful lives of the related software
and hardware.
Costs associated with purchases of furniture, fixtures and equipment, major replacements and improvements are capitalized and
subsequently depreciated over their respective underlying assets estimated useful lives.
Costs incurred to obtain new debt financing (i.e. deferred financing costs) are capitalized and amortized over the terms of the
underlying loan agreement using the straight-line method (which approximates the effective interest method). Deferred financing costs
include fees and costs incurred to obtain long-term financing. Unamortized deferred financing costs are written off when debt is retired
before the maturity date. Upon amendment of the lines of credit or refinancing of mortgage debt, unamortized deferred financing costs
and any related discounts or premiums are accounted for in accordance with FASB Accounting Standards Codification (“ASC”)
470-50-40, “Modifications and Extinguishments.” At December 31, 2020 and 2019, $11.7 million and $4.5 million of lines of credit
deferred financing costs, respectively, were presented as a component of Other assets, net on the Consolidated Balance Sheets. At
December 31, 2020 and 2019, $13.9 million and $7.9 million of deferred financing costs and discounts and premiums, respectively,
were netted and presented as a component of Mortgage loans payable on the Consolidated Balance Sheets.
Cash and Cash Equivalents
We consider all highly liquid investments with a maturity of three months or less from the date of purchase to be cash and cash
equivalents. At December 31, 2020 and 2019, $83.0 million and $22.1 million of Cash and Cash Equivalents, respectively, was
included as a component of Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets. The maximum amount of
credit risk arising from cash deposits in excess of federally insured amounts was approximately $74.5 million and $22.9 million as of
December 31, 2020 and 2019, respectively.
Restricted Cash
Restricted cash consists primarily of cash deposited in acquisition escrow accounts held by title companies in relation to certain future
acquisitions, amounts held in deposit for tax, insurance, and repair escrows held by lenders in accordance with certain debt
agreements. At December 31, 2020 and 2019, $15.3 million and $12.7 million of restricted cash, respectively, was included as a
component of Cash, cash equivalents and restricted cash on the Consolidated Balance Sheets. Changes in the restricted cash are
reported in our Consolidated Statements of Cash Flows as operating, investing or financing activities based on the nature of the
underlying activity. Restricted cash and restricted cash equivalents are included with cash and cash equivalents in the reconciliation of
the beginning-of-period and the end-of-period cash balance on the Consolidated Statements of Cash Flows.
Marketable Securities
Marketable securities are recorded at fair value with changes in fair value recorded in Gain / (Loss) on remeasurement of marketable
securities on the Consolidated Statement of Operations. The values of marketable securities as of December 31, 2020 and 2019 were
$124.7 million and $94.7 million, respectively, and are disclosed on the Consolidated Balance Sheets.
F - 13
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inventory
Inventory of manufactured homes is stated at lower of specific cost or net realizable value based on the specific identification method
and the balance is separately disclosed on our Consolidated Balance Sheet. Other inventory at our MH and RV properties consists
primarily of service and merchandise related items, grocery, food and beverage products and are stated at the lower of cost or net
realizable value. Physical inventory counts are performed where inventory exists. Inventory records are adjusted accordingly to reflect
actual inventory counts and any resulting shortage is recognized. The inventory balance is included in Other assets, net on our
Consolidated Balance Sheet.
Inventory at our marinas consists primarily of boat parts used in our service centers and retail related items such as merchandise used
in our ship stores, gasoline and diesel fuel, and food and beverage products. Inventories at our marinas are stated at the lower of cost
or net realizable value with cost determined using the weighted-average method. Physical inventory counts are performed where
inventory exists. Inventory records are adjusted accordingly to reflect actual inventory counts and any resulting shortage is recognized.
Investments in Nonconsolidated Affiliates
We apply the equity method of accounting to entities in which we do not have a direct or indirect controlling interest or for variable
interest entities where we are not considered the primary beneficiary but can exercise influence over the entity with respect to its
operations and major decisions. Under the equity method of accounting, the cost of an investment is adjusted for our share of the
equity in net income or loss from the date of acquisition, reduced by distributions received and increased by contributions made. The
income or loss of each entity is allocated in accordance with the provisions of the applicable operating agreements. The allocation
provisions in these agreements may differ from the ownership interests held by each investor. The cost method is applied when (a) the
investment is minimal (typically less than 5.0 percent) and (b) our investment is passive. Our exposure to losses associated with
nonconsolidated joint ventures is primarily limited to the carrying value of these investments. Accordingly, distributions from a joint
venture in excess of our carrying value are recognized in earnings. We review the carrying value of our investments in
nonconsolidated affiliates for other than temporary impairment whenever events or changes in circumstances indicate a possible
impairment. Financial condition, operational performance, and other economic trends are among the factors we consider when we
evaluate the existence of impairment indicators. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” for additional
information.
Notes and Other Receivables
Notes receivable - include installment loans for manufactured homes purchased by us and notes receivable from real estate developers.
Installment Notes Receivable on Manufactured Homes - represent notes receivable for the purchase of manufactured homes primarily
located in our communities, which are collateralized by the underlying manufactured home sold. Interest income is accrued based
upon the unpaid principal balance of the loans. Past due status of our notes receivable is determined based upon the contractual terms
of the note. When a note receivable becomes 60 days delinquent, we stop accruing interest on the note receivable. The interest on
nonaccrual loans is accounted for on the cash basis until qualifying for return to accrual.
Due to the election of the fair value option upon adoption of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326)
Measurement of Credit Losses on Financial Instruments,” (“CECL”) effective January 1, 2020, our installment notes receivable on
manufactured homes are measured at fair value pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.”
At adoption, we recorded a fair value adjustment to retained earnings. Subsequent to the adoption, the fair value is evaluated quarterly,
and the fair value adjustments are recorded in Loss on remeasurement of notes receivable on the Consolidated Statement of
Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and
assumptions used to estimate the fair value of each financial instrument class.
For the period prior to the adoption of CECL, installment notes receivable are reported at their outstanding unpaid principal balance
adjusted for an allowance for loan loss.
F - 14
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Notes Receivable from Real Estate Developers - represent short term construction loans provided to real estate developers. We elected
the fair value option for notes receivable from our real estate developers as of January 1, 2020 pursuant to FASB ASC 820, “Fair
Value Measurements and Disclosures.” The adoption of fair value did not result in any opening balance adjustments as the carrying
values of these notes generally approximate their fair market values either due to the short-term nature of the loan and / or the note
being secured by underlying collateral and / or personal guarantees. Subsequent to the adoption, the fair value is evaluated quarterly,
and any fair value adjustments are recorded in Loss on remeasurement of notes receivable on the Consolidated Statement of
Operations. Refer to Note 15, “Fair Value of Financial Instruments,” for additional information regarding the estimates and
assumptions used to estimate the fair value of each financial instrument class. Refer to Note 15, “Fair Value of Financial Instruments,”
for additional information regarding the estimates and assumptions used to estimate the fair value of each financial instrument class.
Other receivables - are generally comprised of amounts due from residents for rent and related charges (utility charges, fees and other
pass through charges), home sale proceeds receivable from sales near year end, amounts due from marina customers for storage
service and lease payments, and various other miscellaneous receivables. Adoption of CECL did not require incremental CECL
reserves as we believe that the risk of future expected loss on those accounts is immaterial due to the short-term nature of the accounts,
history of collectability, past relationships and various other mitigating factors. Accounts receivable from residents are typically due
within 30 days and stated at amounts due from residents net of an allowance for doubtful accounts. Accounts receivable from marina
customers are stated at amounts due from marina customer net of an allowance for doubtful accounts. Accounts outstanding longer
than the contractual payment terms are considered past due. We evaluate the recoverability of our receivables whenever events occur
or there are changes in circumstances such that management believes it is probable that it will be unable to collect all amounts due
according to the contractual terms of the loan and lease agreements. Receivables related to community rents are reserved when we
believe that collection is less than probable, which is generally after a resident balance reaches 60 to 90 days past due. Receivables
related to our marina rents are reserved when we believe that collection is less than probable, which is generally 50 percent for
Dockmaster receivable balances over 180 days, and 60 percent after the balance reaches 60 days past due for all other receivables.
Refer to Note 4, “Notes and Other Receivables,” for additional detail on receivables.
Refer to Note 19, “Recent Accounting Pronouncements,” for additional detail on the adoption of CECL.
Goodwill
We account for goodwill pursuant to ASC 350, “Intangibles-Goodwill and Other.” ASC 350-20, “Goodwill and Other” allows entities
testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit
(i.e. the first step of the goodwill impairment test). If entities determine, on the basis of qualitative factors, that the fair value of the
reporting unit is more-likely-than-not greater than the carrying amount, a quantitative calculation would not be needed. Goodwill
represents the excess of costs of an acquired business over the fair value of the identifiable assets acquired less identifiable liabilities
assumed. Goodwill is not amortized. Goodwill is tested for impairment at the operating segment level. If the fair value of goodwill is
lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. We assess our
goodwill for impairment on an annual basis or more frequently if events or changes in circumstances arise and impairment indicators
are identified. As of December 31, 2020, we recognized $428.8 million of goodwill from the acquisition of Safe Harbor and other
marinas accounted for as business combination. The goodwill is attributable to the intellectual capital and going concern value of the
acquired business.
Goodwill is deductible for income tax purposes. As such, the goodwill portion allocated to our taxable REIT subsidiary entities will
reduce their taxable income. Given that REITs do not customarily report any taxable income (due to the dividends paid deduction), we
do not expect any significant tax benefits arising from the goodwill allocable to the REIT.
The carrying amount of goodwill is separately disclosed on our Consolidated Balance Sheets. Refer to Note 5, “Goodwill and Other
Intangible Assets,” for additional information on goodwill.
Other Intangible Assets
Intangible assets with finite lives - we amortize identified intangible assets that are determined to have finite lives over the period the
assets are expected to contribute directly or indirectly to the future cash flows of the property or business.
F - 15
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Trademarks and trade names - we account for trademarks and trade names pursuant to ASC 350, “Intangibles-Goodwill and Other.”
All trademarks and trade names have an indefinite useful life except for one that has a finite useful life. Trademarks and trade names
with finite lives are amortized over their useful life. Trademarks and trade names with indefinite-lives are not amortized. Trademarks
and Trade names are reviewed for impairment on an annual basis or more frequently if indicators of impairment are identified. We
first review qualitative factors to determine if a quantitative impairment test is necessary. If the qualitative assessment reveals that it’s
“more likely than not” that the asset is impaired, a calculation of the fair value is performed and the asset is written down to its implied
fair value, if it is lower than its carrying amount. As of December 31, 2020, we recognized $99.8 million of trademarks and trade
names in relation to the acquisition of Safe Harbor and other marinas accounted for as business combinations.
The carrying amounts of the other identified intangible assets are included in Other intangible assets, net on our Consolidated Balance
Sheets. Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional information on other intangibles.
Deferred Taxes
We are subject to certain state taxes that are considered to be income taxes and have certain subsidiaries that are taxed as regular
corporations for U.S. (i.e., federal, state, local, etc.) and non-U.S. income tax purposes. Deferred tax assets or liabilities are recognized
for temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements and net
operating loss carryforwards in certain subsidiaries, including those domiciled in foreign jurisdictions, which may be realized in future
periods if the respective subsidiary generates sufficient taxable income. Deferred tax assets and liabilities are measured using currently
enacted tax rates. A valuation allowance is established if, based on the available evidence, it is considered more likely than not that
some portion or all of the deferred tax assets will not be realized. Refer to Note 12, “Income Taxes,” for additional information.
Temporary Equity
Temporary equity includes preferred securities that are redeemable for cash at the option of the holder or upon the occurrence of an
event that is not solely within our control based on a fixed or determinable price. These preferred securities are not mandatorily
redeemable for cash nor do they contain a fixed maturity date. Temporary equity is classified between Liabilities and Stockholders’
Equity on the Consolidated Balance Sheets.
Share-Based Compensation
Share-based compensation cost for service vesting restricted stock awards is measured based on the closing share price of our common
stock on the date of grant. We measure the fair value of awards with performance conditions based on an estimate of shares expected
to vest using the closing price of our common stock as of the grant date. If it is not probable that the performance conditions will be
satisfied, we do not recognize compensation expense. We estimate the fair value of share-based compensation for restricted stock with
market conditions using a Monte Carlo simulation. We recognize compensation cost ratably over each tranche of shares based on the
fair value estimated by the model. Refer to Note 10, “Share-Based Compensation,” for additional information.
Fair Value of Financial Instruments
Our financial instruments consist of cash, cash equivalents and restricted cash, accounts and notes receivable, marketable securities,
accounts payable, debt, and contingent consideration liability. We utilize fair value measurements to record fair value adjustments to
certain assets and liabilities and to determine fair value disclosures, pursuant to FASB ASC 820, “Fair Value Measurements and
Disclosures.”
ASC 820 requires disclosure regarding determination of fair value for assets and liabilities and establishes a three-tiered fair value
hierarchy under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs.
Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumption.
This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair
value hierarchy:
Level 1 - Quoted unadjusted prices for identical instruments in active markets that we have the ability to access;
Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets
that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable
(e.g., interest rates, yield curves, prepayment speeds, default rates, loss severity, etc.) in active markets or can be corroborated
by observable market data; and
F - 16
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers
are unobservable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use.
Refer to Note 15, “Fair Value of Financial Instruments,” for additional information on methods and assumptions used to estimate the
fair value of each financial instrument class.
Revenue Recognition
As a real estate owner and operator, the majority of our revenue is derived from site and home leases that are accounted for pursuant to
ASC 842 “Leases.” We account for all revenue from contracts with customers following ASC 606, “Revenue from Contracts with
Customers” except for those that are within the scope of other topics in the FASB accounting standards codification. The core
principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five-step
transactional analysis is required to determine how and when to recognize revenue. For transactions in the scope of ASC 606, we
recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer
of goods or provision of services. Refer to Note 2, “Revenue,” for additional information.
Income from real property at our MH and RV properties is revenue from residents and guests in our communities who lease the site on
which their home or RV is located, and either own or lease their home. Resident leases are generally for one-year, but may range from
month-to-month to two year terms and are renewable by mutual agreement between the parties, or in some cases, as provided by
statute. Revenue from site and home leases falls under the scope of ASC 842, and is accounted for as operating leases with straight-
line recognition. Income from real property includes income from site leases for annual MH residents, site leases for annual RV
residents and site rentals to transient RV residents. Non-lease components of our site lease contracts, which are primarily provision of
utility services, are accounted for with the site lease as a single lease under ASC 842. Additionally, we include collections of real
estate taxes from residents within Income from real property.
Income from real property also includes rental income attributable to our marinas that consists primarily of storage lease revenues, slip
rental revenues, and commercial lease income. The majority of our storage space leases and slip rental have annual terms that are
generally billed seasonally and are renewable by mutual agreement between the parties. Storage space leases and slip rentals are paid
annually, seasonally, quarterly, monthly, or transient by night. Storage lease revenues are typically earned on a monthly basis over the
course of the term of the lease. Similar to storage leases, slip rental revenues are recognized as earned on a monthly basis during the
sliprental season. When payment is received in advance of being earned, those amounts are classified as deferred revenues.
Commercial lease income is typically earned on a monthly basis. We recognize lease income on a straight-line basis when rental
agreements contain material escalation clauses. Additionally, rental income which includes boat and lodging rentals is included in
Income from real property. Income from boat and lodging rentals is earned when services have been rendered. Similarly, retail, fuel,
restaurant, and service revenues are earned when items are purchased or services are rendered and are included in Income from real
properties. Those revenues are recognized net of taxes collected from customers and submitted to taxing authorities.
Revenue from home sales - our taxable REIT subsidiary, SHS, sells manufactured homes to current and prospective residents in our
communities. We recognize revenue for home sales pursuant to ASC 606 as manufactured homes are tangible personal property that
can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate and
we therefore do not consider them to be subject to the guidance in ASC 360-20 “Real Estate Sales.” In accordance with the core
principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the
customer. After closing of the sale transaction, we have no remaining performance obligation. As of December 31, 2020, and
December 31, 2019, we had $23.6 million and $20.9 million, respectively, of receivables from contracts with customers, which
consists of home sales proceeds, and are presented as a component of Notes and other receivables, net on our Consolidated Balance
Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured
homes. We report real estate taxes collected from residents and remitted to taxing authorities in revenue.
Rental home revenue - is comprised of rental agreements whereby we lease homes to residents in our communities. We account for
these revenues under ASC 842.
F - 17
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ancillary revenue - is primarily composed of proceeds from restaurant, golf, merchandise, retail, fuel, service and other activities at
our RV resorts and marinas, and is included in the scope of ASC 606. Revenues are recognized at the point of sale when control of the
good or service transfers to the customer and our performance obligation has been satisfied. In addition, leasing of short-term vacation
home rentals is included within ancillary revenue and falls within the scope of ASC 842. Marina rental income, which includes boat
rentals, is included in ancillary revenue, and is earned when the customer takes control of good or service. Sales and other taxes that
we collect concurrent with revenue-producing activities are excluded from the transaction price.
Interest income - is earned primarily on our notes receivable, which include installment notes receivables on manufactured homes
purchased by us from loan originators and notes receivable from real estate developers. Interest income on these receivables is accrued
based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Interest income is not in
the scope of ASC 606. Refer to Note 4, “Notes and Other Receivables,” for additional information.
Brokerage commissions and other revenues - comprise (a) brokerage commissions at our marinas, and (b) brokerage commissions for
sales of manufactured homes at our MH and RV properties, where we act as agent and arrange for a third party to transfer a
manufactured home, a park model or a boat to a customer within one of our properties. Brokerage commission revenues are
recognized on a net basis at closing, when the transaction is completed and our performance obligations have been fulfilled. Other
revenues primarily include management fee revenue earned from managing third party owned marinas.
Advertising Costs
Advertising costs are expensed as incurred. As of December 31, 2020, 2019 and 2018, we had advertising costs of $8.3 million, $6.7
million and $6.2 million, respectively.
Depreciation and Amortization
Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets, ranging from three
months to 40 years depending upon the asset classification.
Asset lives
Land improvement and building
Rental homes
Furniture, fixtures and equipment
Computer hardware and software
Dock improvements
Site improvements
Leasehold improvement
In-place leases
Slip in-place leases
Goodwill
Non - competition agreements
Trademarks and trade names
Customer Relationships
Franchise agreements and other intangible assets
Useful Life
15 years - 40 years
10 years
5 years - 30 years
3 years - 5 years
15 years - 40 years
7 years - 40 years
Lesser of lease term or useful life of assets
3 months - 13 years
6 months - 7 months
Indefinite
5 years
Various(1)
1 year
- 7.5 years
4.5 years - 20 years
(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.
Foreign Currency
The assets and liabilities of our Australian and Canadian operations, where the functional currency is the Australian dollar and
Canadian dollar, are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. Income statement
amounts are translated at the average exchange rate prevailing during the period. The resulting translation adjustments are recorded as
a component of accumulated other comprehensive income (loss). Foreign currency exchange gains and losses arising from fluctuations
in currency exchange rates on transactions and the effects of remeasurement of monetary balances denominated in currencies other
than the functional currency are recorded in earnings.
F - 18
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2020, we recorded a foreign currency translation gain of $8.0 million as compared to a foreign
currency translation gain of $4.6 million for the year ended December 31, 2019 and $8.2 million foreign currency translation loss for
the year ended December 31, 2018 on our Consolidated Statements of Operations.
Accounting for leases
In February 2016, the FASB issued ASC 2016-02 codified in ASC Topic 842, “Leases,” which amends the guidance in former ASC
Topic 840, Leases. On January 1, 2019, we adopted ASC 2016-02. The new standard increases transparency and comparability most
significantly by requiring the recognition by lessees of right of-use (“ROU”) assets and lease liabilities on the balance sheets for those
leases classified as operating leases and disclose key information about leasing arrangements. At adoption, we elected the package of
practical expedients, which permits us not to reassess expired or existing contracts containing a lease, the lease classification for
expired or existing contracts, initial direct costs for any existing leases. We elected not to allocate lease obligation between lease and
non-lease components of our agreements for both leases where we are a lessor and leases where we are a lessee. We did not elect the
hindsight practical expedient, which permits us to use hindsight in determining the lease terms and impairment implications. We did
not elect to use a portfolio approach in the valuation of ROU assets and corresponding liabilities. Some ROU assets include an
extension option, which is included in the ROU assets and liabilities only if we are reasonably certain to exercise the option.
Lessee Accounting
We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for land and submerged land
under non-cancelable operating leases at certain properties, executive office spaces, and certain equipment leases. The ROU asset and
liabilities are included within Other assets, net and Other liabilities on the Consolidated Balance Sheets.
For operating leases with a term greater than one year, we recognize the ROU assets and liabilities related to the lease payments on the
Consolidated Balance Sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease
payments at the lease commencement date. The ROU assets represent our right to use the underlying assets for the term of the lease
and the lease liabilities represent our obligation to make lease payments arising for the agreements. The ROU asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease
commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured
throughout the lease term at the carrying amount of the lease liability, plus unamortized initial direct costs, plus (minus) any prepaid
(accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized
on a straight-line basis over the lease term. The ROU asset is periodically reduced by impairment losses. As of December 31, 2020, we
have not encountered any impairment losses. Variable lease payments, except for the ones that depend on index or rate, are excluded
from the calculation of the ROU assets and lease liabilities and are recognized as variable lease expense in the Consolidated
Statements of Operations in the period in which they are incurred. As most of our leases do not provide an implicit rate, we use our
incremental borrowing rate based on the information available at commencement date in determining the present value of lease
payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms
unless they are reasonably certain to be exercised. The lease liability costs are amortized over the straight-line method over the term of
the lease. Operating leases with a term of less than one year are recognized as a lease expense over the term of the lease, with no asset
or liability recognized on the Consolidated Balance Sheets.
Finance leases where we are the lessee are included in Other assets, net and Other liabilities on our Consolidated Balance Sheets. The
lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using
the effective interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease
incentives received. For finance leases the ROU asset is subsequently amortized using the straight-line method from the lease
commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the
underlying asset to us, or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU
asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately
from interest expense on the lease liability. ROU assets are periodically reduced by impairment losses. As of December 31, 2020, we
have had no impairment losses. Refer to Note 17, “Leases,” for information regarding leasing activities.
F - 19
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lessor Accounting
Our income from real property and rental home revenue at our MH and RV properties is derived from rental agreements where we are
the lessor. Our recognition of rental revenue remains mainly consistent with previous guidance, apart from the narrower definition of
initial direct costs that can be capitalized. ASC 842 limits the definition of initial direct costs to only the incremental costs of signing a
lease. Internal sales employees’ compensation, payroll-related fringe benefits, certain legal fees rendered prior to the execution of a
lease, negotiation costs, advertising and other origination effort costs no longer meet the definition of initial direct costs under the new
standard, and therefore are accounted for as general and administrative expense in our Consolidated Statements of Operations. ASC
842 permits the capitalization of direct commission costs.
Our MH and RV sites are typically leased to customers on an annual basis. Seasonal RV sites are generally leased to customers for a
period less than one year. Transient RV sites are leased to customers on a short-term basis. In addition, customers may lease homes
that are located in our MH communities.
Our MH and RV leases with customers are classified as operating leases. Lease income from tenants is recognized on a straight-line
basis over the terms of the relevant lease agreement and is included within Income from real property, Rental home revenue and
Ancillary revenue on the Consolidated Statements of Operations. When collectability is not reasonably assured, the resident is placed
on non-accrual status and revenue is recognized when cash payments are received.
Rental income from customers for wet slips and dry storage spaces at our marinas, is accounted for pursuant to ASC 842. Wet slips
and dry storage spaces are typically leased to customers on an annual basis. Seasonal wet slips and dry storage spaces are generally
leased to customers for a period less than one year. Transient wet slips and dry storage spaces are leased to customers on a short-term
basis. Our wet slips and dry storage space leases are classified as operating leases with lease income recognized over the term of the
respective operating lease or the length of a customer's stay.
F - 20
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Revenue
Disaggregation of Revenue
The following table disaggregates our revenue by major source (in thousands):
December 31, 2020
Year Ended
December 31, 2019
December 31, 2018
Real
Property
Operations
Home
Sales and
Rentals
Consolidated
Real
Property
Operations
Home
Sales and
Rentals
Consolidated
Real
Property
Operations
Home
Sales and
Rentals
Consolidated
$ 1,030,636 $
— $ 1,030,636
$
914,907 $
— $
914,907
$ 816,830 $
— $
816,830
—
—
175,699
175,699
62,646
62,646
—
—
181,936
181,936
57,572
57,572
—
—
166,031
166,031
53,657
53,657
102,017
10,119
—
—
102,017
10,119
77,638
17,857
—
—
77,638
17,857
63,250
20,852
—
—
63,250
20,852
17,230
—
17,230
14,127
—
14,127
6,205
—
6,205
Revenues
Income from
real property
Revenue from
home sales
Rental home
revenue
Ancillary
revenue
Interest income
Brokerage
commissions
and other
revenues, net
Total Revenues $ 1,160,002 $ 238,345 $ 1,398,347
$ 1,024,529 $ 239,508 $ 1,264,037
$ 907,137 $ 219,688 $ 1,126,825
Our revenue consists primarily of income from real property at our MH, RV and marinas properties, revenue from home sales, rental
home revenue, ancillary revenue, interest income, brokerage commissions and other revenue.
The majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842. We account for all
revenue from contracts with customers following ASC 606, “Revenue from Contracts with Customers” except for those that are within
the scope of other topics in the FASB accounting standards codification. Refer to Note 1, “Significant Accounting Policies,” for
additional information.
F - 21
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Real Estate Acquisitions and Dispositions
2020 Acquisitions and dispositions
Communities
For the year ended December 31, 2020, we acquired the following MH communities and RV resorts and portfolios:
Property Name
Acquisition Type
Property Type
Sites
State
Month Acquired
Cape Cod(1)
Jellystone Natural Bridge
Forest Springs(2)
Crown Villa
Flamingo Lake
Woodsmoke
Jellystone Lone Star
El Capitan & Ocean Mesa(3)(4)
Highland Green Estates & Troy Villa(4)
Gig Harbor
Maine MH Portfolio(5)
Mouse Mountain
Lakeview Mobile Estates
Shenandoah Acres
Jellystone at Barton Lake
Kittatinny(4)
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
RV
RV
MH
RV
RV
RV
RV
RV
MH
RV
MH
MH / RV
MH
RV
RV
RV
Total
230 MA
299 VA
372 CA
123 OR
421 FL
300 FL
344 TX
266 CA
1,162 MI
115 WA
1,083 ME
304 FL
296 CA
522 VA
555
IN
527 NY & PA
6,919
January
February
May
June
July
September
September
September
September
November
November
December
December
December
December
December
(1) In conjunction with the acquisition, we issued Series E preferred OP units. As of December 31, 2020, 90,000 Series E preferred OP units were outstanding.
(2) In conjunction with the acquisition, we issued Series F preferred OP units and common OP units. As of December 31, 2020, 90,000 Series F preferred OP units,
specific to this acquisition, were outstanding.
(3) In conjunction with the acquisition, we issued Series G preferred OP units. As of December 31, 2020, 240,710 Series G preferred OP units were outstanding.
(4) Includes two communities.
(5) Includes six communities.
For the year ended December 31, 2020, we acquired the following marinas and portfolios:
Property Name
Acquisition Type
Property Type
Wet Slips &
Dry Storage Spaces
State
Month Acquired
Safe Harbor Marinas(1)
Hideaway Bay(2)
Anacapa Isle(2)
Annapolis
Wickford
Rybovich Portfolio(3)
Rockland
Business combination
Marina
37,305 Various
October
Business combination
Business combination
Asset acquisition
Asset acquisition
Business combination
Asset acquisition
Total
Marina
Marina
Marina
Marina
Marina
Marina
628 GA
453 CA
184 MD
60 RI
78 FL
173 ME
38,881
November
December
December
December
December
December
(1) Includes 99 owned marinas located in 22 states. In conjunction with the acquisition, we issued Series H preferred OP units. As of December 31, 2020, 581,407 Series
H preferred OP units were outstanding.
(2) Acquired in connection with Safe Harbor Marinas acquisition. Transfer of marinas was contingent on receiving third party consents.
(3) Includes two marinas. In conjunction with the acquisition, we issued Series I preferred OP units. As of December 31, 2020, 922,000 Series I preferred OP units were
outstanding.
F - 22
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration
paid for the acquisitions completed for the year ended December 31, 2020 (in thousands):
At Acquisition Date
Consideration
Investment
in property
Inventory of
manufactured
homes
Intangible
assets, net
Other assets
(liabilities),
net
Total identifiable
assets acquired
net of liabilities
assumed
Cash and
escrow
Debt
assumed
Temporary
and
permanent
equity
Total
consider
- ation
$ 13,350 $
— $
150 $
(295) $
13,205
$ 4,205 $ — $
9,000 $ 13,205
11,364
51,949
16,792
34,000
25,120
21,000
69,690
60,988
15,250
79,890
15,500
23,750
17,000
24,000
16,250
—
1,337
—
—
40
—
—
1,679
—
—
—
—
—
—
—
80
2,160
—
—
840
—
—
2,030
—
1,359
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(391)
(107)
(230)
(155)
(461)
(703)
11,053
11,053
55,339
36,260
16,562
16,562
33,845
33,845
25,539
25,539
20,297
20,297
(10,321)
59,369
32,108
(15)
(22)
30
(4)
(72)
(197)
(397)
29
64,682
64,682
15,228
15,228
81,279
72,479
8,800
15,496
15,496
23,678
23,678
16,803
16,803
23,603
23,603
16,279
16,279
—
—
—
—
—
11,053
19,079
55,339
—
16,562
—
33,845
—
25,539
—
20,297
27,261
59,369
—
64,682
—
15,228
—
81,279
—
15,496
—
23,678
—
16,803
—
23,603
—
16,279
Cape Cod
Jellystone Natural
Bridge
Forest Springs
Crown Villa
Flamingo Lake
Woodsmoke
Jellystone Lone Star
El Capitan & Ocean
Mesa
Highland Green
Estates & Troy Villa
Gig Harbor
Maine MH Portfolio
Mouse Mountain
Lakeview Mobile
Estates
Shenandoah Acres
Jellystone at Barton
Lake
Kittatinny Portfolio
Total
$ 495,893 $
3,056 $
6,619 $
(13,311) $
492,257
$ 428,117 $ 8,800 $
55,340 $ 492,257
F - 23
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amount of assets net of liabilities assumed at the acquisition date, and the consideration paid for
the acquisitions completed at our marina for the year ended December 31, 2020 (in thousands):
At Acquisition Date
Consideration
Investment
in property
Inventory of
Boats parts
and retail
related Items
Goodwill and
other intangible
assets, net
Other
assets
(liabilities),
net
Total
identifiable
assets acquired
net of liabilities
assumed
Cash and
escrow
Debt
assumed
Temporary
and
permanent
equity
Total
consideration
Asset Acquisition
Mears Annapolis
24,354
Wickford
Rockland(1)
Business Combination(2)
3,468
14,387
—
—
48
6,922
42
1,097
(546)
(121)
(369)
30,730
3,389
15,163
30,730
3,389
15,163
—
—
—
—
—
—
30,730
3,389
15,163
Safe Harbor
Marinas (1)
Hideaway Bay(1)
Anacapa Isle(1)
Rybovich
Portfolio(1)
Total
$ 1,643,879 $
5,700 $
418,033 $
(26,831) $
2,040,781
$ 1,141,797 $ 829,000 $ 69,984 $ 2,040,781
26,218
10,924
23
—
7,242
3,146
(1,077)
60
32,406
14,130
32,406
14,130
—
—
—
—
32,406
14,130
128,356
622
245,546
(2,037)
372,487
258,123
—
114,364
372,487
$ 1,851,586 $
6,393 $
682,028 $
(30,921) $
2,509,086
$ 1,495,738 $ 829,000 $ 184,348 $ 2,509,086
(1) Purchase price allocations are preliminary as of December 31, 2020, subject to revision based on final purchase price allocations.
(2) Refer to Note 5, “Goodwill and Other Intangible Assets,” for additional detail on goodwill and other intangible assets.
As of December 31, 2020, we have incurred $23.0 million of expensed business combination transaction cost (in relation to the
acquisition Safe Harbor, Hideaway Bay, Anacapa Isle, and the Safe Harbor Rybovich Portfolio, as each such acquisition meets the
criteria to be accounted for as business combination), and $13.4 million of capitalized transaction costs for asset acquisitions which
have been allocated among the various categories above.
Refer to Note 20, “Subsequent Events,” for information regarding real estate acquisition activity after December 31, 2020.
The total amount of Revenues and Net income (loss) included in the Consolidated Statements of Operations for the year ended
December 31, 2020, related to business combinations completed in 2020 are set forth in the following table (in thousands):
Total revenues
Net income / (loss)
Year Ended
December 31, 2020
$
$
47,276
(8,524)
The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2020
and 2019, as if the properties acquired in 2020 had been acquired on January 1, 2019, for our 2020 acquisitions that meet the
definition of business combination. The unaudited pro forma results reflect certain adjustments for items that are not expected to have
a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting.
F - 24
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either
future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on
January 1, 2019 (in thousands, except per-share data):
Total revenues
Net income attributable to Sun Communities, Inc. common stockholders
Net income per share attributable to Sun Communities, Inc. common stockholders - basic
Net income per share attributable to Sun Communities, Inc. common stockholders - diluted
Land for Expansion / Development
Year Ended (unaudited)
December 31, 2020
December 31, 2019
$
$
$
$
1,780,891 $
147,041 $
1.51 $
1.51 $
1,701,566
187,433
2.12
2.11
During the year ended December 31, 2020, we acquired eight land parcels which are located in Orange Beach, Alabama; Jensen
Beach, Florida; Citra Lakes, Florida; Comal County, Texas and Menifee, California for total consideration of $9.7 million. Seven of
the land parcels are adjacent to existing communities.
Dispositions
On July 1, 2020, we sold a manufactured housing community located in Montana, containing 226 sites, for $12.6 million. The gain
from the sale of the property was approximately $5.6 million.
2019 Acquisitions
For the year ended December 31, 2019 we acquired the following communities:
Type
Sites
Development
Sites
State
Month Acquired
Property Name
Slickrock Campground
Pandion Ridge
Jensen Portfolio(1)
Glen Ellis
Leisure Point Resort(2)
Reunion Lake
Acquisition
Type
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
RV
RV
MH
RV
Asset acquisition
MH / RV
Asset acquisition
Sun Outdoors Sevierville Pigeon Forge Asset acquisition
Massey’s Landing RV
Shelby Properties(3)
Buena Vista
Country Village Estates(4)
Hid’n Pines RV
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Asset acquisition
Hacienda del Rio
Asset acquisition
RV
RV
RV
MH
MH
MH
RV
MH (Age-
Restricted)
Total
193
142
5,230
244
502
202
309
291
1,308
400
518
321
730
— UT
351 AL
December
November
466 Various
October
40 NH
— DE
69 LA
— TN
— DE
— MI
— AZ
— OR
— ME
September
September
July
May
February
February
February
January
January
— FL
January
10,390
926
(1) Contains 31 communities located in CT, GA, MD, NH, NJ, NY, NC and SC. In conjunction with the acquisition, we issued 1,972,876 shares of common stock, net of
fractional shares paid in cash.
(2) Contains 201 MH sites and 301 RV sites.
(3) Contains two MH communities.
(4) In conjunction with the acquisition, we issued Series D preferred OP Units. As of December 31, 2019, 488,958 Series D Preferred OP Units were outstanding.
F - 25
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration
paid for the acquisitions completed in 2019 (in thousands):
At Acquisition Date
Investment
in property
Inventory of
manufactured
homes
Intangible
assets, net
Other assets
(liabilities),
net
Total identifiable
assets acquired
net of liabilities
assumed
Cash
and
escrow
Consideration
Temporary
and
permanent
equity
Debt
assumed
Total
consideration
Slickrock
Campground
$
8,250 $
Pandion Ridge
19,070
— $
—
— $
—
8 $
(92)
8,258
$ 8,258 $
— $
18,978
18,978
—
— $
—
8,258
18,978
Jensen
Portfolio
Glen Ellis
Leisure Point
Resort
Reunion Lake
Sun Outdoors
Sevierville
Pigeon Forge
Massey's
Landing
Shelby
Properties
Buena Vista
Country
Village
Hid'n Pines
Hacienda del
Rio
374,402
5,955
43,632
23,493
22,589
36,250
85,969
20,221
62,784
10,680
111,971
3,605
—
18
—
75
—
2,011
439
—
—
15
7,752
—
850
—
—
220
6,520
1,590
2,020
70
3,280
3,938
(79)
(678)
(1,153)
—
(446)
(1,015)
(93)
31
(233)
(237)
389,697
18,306
58,000
313,391
389,697
5,876
1,976
3,900
43,822
43,822
22,340
22,340
22,664
22,664
36,024
36,024
93,485
93,485
22,157
22,157
64,835
12,905
10,517
10,517
115,029
115,029
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
51,930
—
—
5,876
43,822
22,340
22,664
36,024
93,485
22,157
64,835
10,517
115,029
Total
$ 825,266 $
6,163 $
22,302 $
(49) $
853,682
$ 426,461 $ 61,900 $
365,321 $
853,682
As of December 31, 2019, we incurred $19.3 million of transaction costs which have been capitalized and allocated among the various
categories above.
Land for Expansion / Development
During the year ended December 31, 2019, we acquired four land parcels which are located in New Braunfels, Texas; Petoskey,
Michigan; Uhland, Texas and Hudson, Florida for total consideration of $7.7 million. Two of the land parcels are adjacent to existing
communities.
Ground Leases
In September 2019, we entered into a 66-year Temporary Occupancy and Use Permit with the Port of San Diego to construct and
operate a new RV resort in Chula Vista. Refer to Note 17, “ Leases,” for disclosures on accounting treatment.
In August 2019, we acquired Chincoteague Island KOA RV Resort (“Chincoteague”), in Chincoteague Island, Virginia for total
consideration of $19.5 million. The sellers of Chincoteague continue to operate the property. Refer to Note 17, “Leases,” for
disclosures on accounting treatment.
In April 2019, we acquired Strafford / Lake Winnipesaukee South KOA RV Resort ("Strafford") in Strafford, New Hampshire for
total consideration of $2.7 million. The sellers of Strafford continue to operate the property. Refer to Note 17, “Leases,” for
disclosures on accounting treatment.
In March 2019, we entered into a four-year Temporary Occupancy and Use Permit with the Port of San Diego to operate a RV resort
located in Chula Vista, CA until such time as the Company constructs a new RV resort in the area. Concurrent with the transaction, we
purchased tangible personal property from the prior owner of the RV resort for $0.3 million. Refer to Note 17, “Leases,” for
disclosures on accounting treatment.
F - 26
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Notes and Other Receivables
The following table sets forth certain information regarding notes and other receivables (in thousands):
Installment notes receivable on manufactured homes, net
Notes receivable from real estate developers
Other receivables, net
Total Notes and Other Receivables, net
Installment Notes Receivable on Manufactured Homes
December 31, 2020
December 31, 2019
$
$
85,866 $
52,638
83,146
221,650 $
95,580
18,960
43,386
157,926
Due to the adoption of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial
Instruments,” effective January 1, 2020, installment notes receivable are measured at fair value pursuant to us electing the fair value
option. The balances of installment notes receivable of $85.9 million (net of fair value adjustment of $1.3 million) and $95.6 million
(net of allowance of $0.6 million) as of December 31, 2020 and December 31, 2019, respectively, are collateralized by manufactured
homes. The notes represent financing to purchasers of manufactured homes primarily located in our communities and require monthly
principal and interest payments. The notes had a net weighted average interest rate (net of servicing costs) and maturity of 7.8 percent
and 15.2 years as of December 31, 2020, and 8.0 percent and 15.8 years as of December 31, 2019, respectively. Refer to Note 15,
“Fair Value of Financial Instruments,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.
The change in the aggregate balance of the installment notes receivable is as follows (in thousands):
Beginning balance of gross installment notes receivable
Financed sale of manufactured homes
Adjustment for notes receivable related to assets held for sale
Principal payments and payoffs from our customers
Principal reduction from repossessed homes
Ending balance of gross installment notes receivable
Beginning balance of allowance for losses on installment notes receivables
Adjustment to allowance for losses
Initial fair value option adjustment (see Note 19)
Ending balance of allowance for losses on installment notes receivables
Initial fair value option adjustment (see Note 19)
Adjustment for notes receivable related to assets held for sale
Fair value adjustment
Fair value adjustments on gross installment notes receivable
Year Ended
December 31, 2020
December 31, 2019
$
96,225 $
5,014
(477)
(8,977)
(4,643)
87,142
(645)
—
645
—
991
7
(2,274)
(1,276)
113,495
341
—
(8,710)
(8,901)
96,225
(697)
52
—
(645)
—
—
—
—
Ending balance of installment notes receivable, net
$
85,866 $
95,580
Notes Receivable from Real Estate Developers
As of December 31, 2020 and 2019, the notes receivable balances of $52.6 million and $19.0 million, respectively, are primarily
comprised of construction loans provided to real estate developers. The carrying values of the notes generally approximate their fair
market values either due to the nature of the loan and / or note being secured by underlying collateral and / or personal guarantees. The
notes receivable from real estate developers have a net weighted average interest rate and maturity of 6.2 percent and 1.8 years as of
December 31, 2020, and 7.0 percent and 1.3 years as of December 31, 2019, respectively. As of December 31, 2020, real estate
developers collectively have $17.0 million of undrawn funds on their loans. There were no adjustments to the fair value of notes
receivable from the real estate developers for the years ended December 31, 2020 and 2019. Refer to Note 15, “Fair Value of Financial
Instruments,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.
F - 27
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Receivables, net
As of December 31, 2020, other receivables were comprised of amounts due from: residents for rent, utility charges, fees and other
pass through charges of $7.1 million (net of allowance of $7.2 million), home sale proceeds of $23.6 million, insurance receivables of
$13.6 million, marina customers for storage service and lease payments of $19.2 million (net of allowance of $1.4 million), and other
receivables of $19.6 million. As of December 31, 2019, other receivables were comprised of amounts due from: residents for rent,
utility charges, fees and other pass through charges of $7.8 million (net of allowance of $2.2 million), home sale proceeds of $20.9
million, insurance and other receivables of $9.9 million and other receivables of $4.8 million.
During June 2020, we executed a convertible secured promissory note with RezPlot Systems LLC, a nonconsolidated affiliate in
which we have a 50 percent ownership interest. The note allows for a principal amount of up to $10.0 million to be drawn down over a
period of three years, bears an interest rate of 3.0 percent and is secured by all the assets of RezPlot Systems LLC. The outstanding
balance was $2.0 million as of December 31, 2020 and is included in the Notes and other receivables, net on the Consolidated Balance
Sheets. Refer to Note 6, “Investments in Nonconsolidated Affiliates,” for additional information on our nonconsolidated affiliates.
5. Goodwill and Other Intangible Assets
Our intangible assets include goodwill, in-place leases, slip in-place leases, non-competition agreements, trademarks and trade names,
customer relationships, and franchise agreements and other intangible assets. These intangible assets are recorded in Goodwill and
Other Intangible Assets, net on the Consolidated Balance Sheets. In accordance with FASB ASC Topic 842, below market leases are
now classified as a right of use asset.
Goodwill impairment - Upon review of the qualitative factors in accordance with FASB ASC 350-20, “Goodwill and Other,” we
determined that no impairment indicators existed as of December 31, 2020. As a result, there was no impairment of goodwill during
the year ended December 31, 2020. There was no goodwill for the years ended December 31, 2019 and 2018.
The gross carrying amounts and accumulated amortization of our intangible assets are as follows (in thousands):
Intangible Asset
Goodwill
In-place leases
Slip in-place leases
Non-competition agreements
Trademarks and trade names
Customer relationships
Franchise agreements and other intangible assets
December 31, 2020
December 31, 2019
Useful Life
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
Indefinite
$
428,833
n/a $
—
n/a
3 months - 13
years
6 months
5 years
Various(1)
1 - 7.5 years
7 - 20 years
134,651
10,880
10,000
116,500
108,000
23,856
(92,216)
(111)
—
—
(2,371)
(3,578)
127,313
(74,548)
—
—
—
—
16,943
—
—
—
—
(2,760)
(77,308)
Total
$
832,720 $
(98,276) $
144,256 $
(1) All trademarks and trade names have an indefinite useful life except for one that has a two and a half year useful life.
Total amortization expense related to the intangible assets are as follows (in thousands):
Intangible Asset Amortization Expense
In-place leases
Slip in-place leases
Franchise fees and other intangible assets
Total
December 31,
2020
Year Ended
December 31,
2019
December 31,
2018
$
$
18,075 $
14,912 $
12,913
111
3,193
—
818
—
507
21,379 $
15,730 $
13,420
F - 28
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We anticipate amortization expense for our intangible assets to be as follows for the next five years (in thousands):
In-place leases
Slip in-place leases
Non-competition agreements
Trademarks and trade names
Customer Relationships
Franchise agreements and other intangible
assets
2021
2022
2023
2024
2025
$
15,644 $
10,733 $
7,314 $
5,051 $
6,767
2,000
1,000
16,818
1,490
—
2,000
1,000
16,818
1,490
—
2,000
500
16,818
1,460
—
2,000
—
16,818
1,413
Total
$
43,719 $
32,041 $
28,092 $
25,282 $
4,503
—
2,000
—
16,068
1,413
23,984
6. Investments in Nonconsolidated Affiliates
Investments in joint ventures that are not consolidated, nor recorded at cost, are accounted for using the equity method of accounting
as prescribed in FASB ASC Topic 323, “Investments - Equity Method and Joint Ventures.” Investments in nonconsolidated affiliates
are recorded within Other assets, net on the Consolidated Balance Sheets. Equity income and loss are recorded in Income / (loss) from
nonconsolidated affiliates on the Consolidated Statements of Operations.
RezPlot Systems LLC (“Rezplot”)
At December 31, 2020 and 2019, we had a 50 percent ownership interest in RezPlot, a RV reservation software technology company,
acquired in January 2019.
Sungenia joint venture (“Sungenia JV”)
At December 31, 2020 and December 31, 2019, we had a 50 percent ownership interest in Sungenia JV, a joint venture formed
between us and Ingenia Communities Group in November 2018, to establish and grow a manufactured housing community
development program in Australia.
GTSC LLC (“GTSC”)
At December 31, 2020 and December 31, 2019, we had a 40 percent ownership interest in GTSC, which engages in acquiring, holding
and selling loans secured, directly or indirectly, by manufactured homes located in our communities.
Origen Financial Services, LLC (“OFS”)
At December 31, 2020 and December 31, 2019, we had a 22.9 percent ownership interest in OFS, an end-to-end online resident
screening and document management suite.
SV Lift, LLC (“SV Lift”)
At December 31, 2020 and December 31, 2019, we had a 50 percent ownership interest in SV Lift, which owns, operates and leases an
aircraft.
The investment balance in each nonconsolidated affiliate is as follows (in thousands):
Investment
Investment in RezPlot
Investment in Sungenia JV
Investment in GTSC
Investment in OFS
Investment in SV Lift
Total
December 31,
2020
December 31,
2019
$
3,047
$
26,890
25,495
152
3,490
$
59,074
$
4,184
11,995
18,488
148
2,961
37,776
F - 29
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The year to date equity income / (loss) from each nonconsolidated affiliate is as follows (in thousands):
Equity income
RezPlot equity loss
Sungenia JV equity income / (loss)
GTSC equity income
OFS equity income
SV Lift equity loss
Total equity income
The change in the GTSC investment balance is as follows (in thousands):
December 31,
2020
December 31,
2019
December 31,
2018
$
(1,887)
$
(1,344)
$
338
3,944
148
(803)
(290)
2,803
205
—
$
1,740
$
1,374
$
—
—
604
186
—
790
Beginning balance
Adjustment of allowance for losses
Initial fair value option adjustment (see Note 19)
Contributions
Distributions
Equity earnings
Fair value adjustment
Ending Balance
The change in the Sungenia JV investment balance is as follows (in thousands):
Beginning balance
Cumulative translation adjustment
Contributions
Equity earnings
Ending Balance
7. Consolidated Variable Interest Entities
Year Ended
December 31,
2020
December 31,
2019
$
18,488
$
29,780
—
317
19,030
(14,676)
3,944
(1,608)
$
25,495
$
144
—
33,143
(47,382)
2,803
—
18,488
Year Ended
December 31,
2020
December 31,
2019
$
$
11,995
$
2,180
12,377
338
26,890
$
723
(20)
11,582
(290)
11,995
The Operating Partnership
We consolidate the Operating Partnership under the guidance set forth in FASB ASC Topic 810 “Consolidation.” ASU 2015-02
modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or,
alternatively, voting interest entities. We evaluated the application of ASU 2015-02 and concluded that the Operating Partnership met
the criteria of a VIE. Our significant asset is our investment in the Operating Partnership, and consequently, substantially all of our
assets and liabilities represent those assets and liabilities of the Operating Partnership. We are the sole general partner and generally
have the power to manage and have complete control over the Operating Partnership and the obligation to absorb its losses or the right
to receive its benefits.
Sun NG RV Resorts LLC (“Sun NG Resorts”); Rudgate Village SPE, LLC, Rudgate Clinton SPE, LLC, and Rudgate Clinton Estates
SPE, LLC (collectively, “Rudgate”); Sun NG Whitewater RV Resorts LLC; FPG Sun Menifee 80 LLC, SHM South Fork JV, LLC.
We consolidate Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG Sun Menifee 80 LLC, and SHM South Fork
JV, LLC under the guidance set forth in FASB ASC Topic 810 “Consolidation.” We concluded that each entity is a VIE where we are
the primary beneficiary, as we have the power to direct the significant activities of, and absorb the significant losses and receive the
significant benefits from each entity. Refer to Note 8, “Debt and Lines of Credit,” for additional information on Sun NG Resorts and
Note 9, “Equity and Temporary Equity,” for additional information on Sun NG Resorts, Sun NG Whitewater RV Resorts LLC, FPG
Sun Menifee 80 LLC and SHM South Fork JV, LLC.
F - 30
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the assets and liabilities of Sun NG Resorts, Rudgate, Sun NG Whitewater RV Resorts LLC, FPG
Sun Menifee 80 LLC and SHM South Fork JV, LLC included in our Consolidated Balance Sheets after eliminations (in thousands):
Assets
Investment property, net
Other assets, net
Total Assets
Liabilities and Other Equity
Debt
Preferred Equity - Sun NG Resorts - mandatorily redeemable
Other liabilities
Total Liabilities
Other redeemable noncontrolling interests
Noncontrolling interests (including SHM South Fork JV, LLC)
Total Liabilities and Other Equity
December 31, 2020
December 31, 2019
$
$
$
438,918
$
24,554
463,472
$
47,706
$
35,249
21,957
104,912
28,469
16,084
344,300
23,894
368,194
46,993
35,249
13,631
95,873
27,091
8,542
$
149,465
$
131,506
Investment property, net and Other assets, net related to the consolidated VIEs, with the exception of Operating Partnership,
comprised 4.1 percent and 4.7 percent of our consolidated total assets at December 31, 2020 and December 31, 2019, respectively.
Debt, Preferred Equity and Other liabilities comprised 2.0 percent and 2.5 percent of our consolidated total liabilities at December 31,
2020 and December 31, 2019, respectively. Equity Interests and Noncontrolling interests related to the consolidated VIEs, on an
absolute basis, comprised less than 1.0 percent of our consolidated total equity at December 31, 2020 and at December 31, 2019,
respectively.
8. Debt and Lines of Credit
The following table sets forth certain information regarding debt including premiums, discounts and deferred financing costs (in
thousands except statistical information):
Carrying Amount
Weighted Average
Years to Maturity
Weighted Average
Interest Rates
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
Collateralized term loans - Life Companies
$
1,658,239 $
1,710,408
Collateralized term loans - FNMA
Collateralized term loans - CMBS
Collateralized term loans - FMCC
1,150,924
267,205
368,599
697,589
397,868
374,727
Total Collateralized Term Loans
3,444,967
3,180,592
Preferred equity - Sun NG Resorts -
mandatorily redeemable
Preferred OP units - mandatorily redeemable
Lines of credit and other debt
35,249
34,663
1,242,197
35,249
34,663
183,898
Total Debt
$
4,757,076 $
3,434,402
16.3
9.1
2.9
3.9
3.8
5.1
3.7
9.4
17.1
7.0
3.1
4.9
2.8
4.0
3.5
11.1
3.990 %
3.230 %
4.789 %
3.854 %
6.000 %
5.932 %
2.078 %
3.370 %
4.012 %
3.659 %
5.103 %
3.856 %
6.000 %
6.500 %
2.710 %
4.026 %
F - 31
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Collateralized Term Loans
During the years ended December 31, 2020 and 2019, we repaid the following collateralized term loans (in thousands except statistical
information):
Three Months Ended
Repayment
Amount
Fixed
Interest
Rate
June 30, 2020
March 31, 2020
December 31, 2019
September 30, 2019
March 31, 2019
$
$
$
$
$
$
$
$
52,710 (1)
99,607
19,922 (2)
17,048
127,282
21,527 (3)
134,021
186,815
Maturity
Date
March 1, 2021
July 11, 2021
December 1, 2021
March 1, 2021
July 1, 2020
March 1, 2020
November 1, 2021
March 1, 2020
April 1, 2020
May 1, 2023
5.980 % (4)
5.837 %
5.830 % (4)
5.620 %
5.100 %
6.240 % (4)
4.300 %
3.830 %
January 1, 2030
(Gain) / Loss on
Extinguishment
of Debt
$
$
$
$
$
$
$
$
1,930
3,403
(124)
(84)
3,274
(163)
12,755
653
(1) Includes four collateralized term loans, two due to mature on March 1, 2021, one due to mature on July 11, 2021, and the other due to mature on December 1, 2021.
(2) Includes four collateralized term loans due to mature on July 1, 2020.
(3) Includes four collateralized term loans, three due to mature on March 1, 2020 and one due to mature on April 1, 2020.
(4) The interest rate represents the weighted average interest rate on collateralized term loans.
During the years ended December 31, 2020 and 2019, we entered into the following collateralized term loans (in thousands except
statistical information):
Three Months Ended
Loan Amount
Term
(in years)
Interest Rate
Maturity Date
December 31, 2020
March 31, 2020
December 31, 2019
September 30, 2019
March 31, 2019
$
$
$
$
$
268,800 (1)
230,000
400,000 (2)
250,000
265,000
12
15
21
10
25
2.662 % (3)
2.995 %
4.026 % (3)
2.925 %
May 1, 2030
November 1, 2032
April 1, 2035
December 15, 2039
December 15, 2041
October 1, 2029
4.170 %
January 15, 2044
(1) Includes three collateralized term loans, one for $8.8 million assumed as part of the acquisition of the Maine MH Portfolio, due to mature on May 1, 2030 and two
for $39.5 million and $220.5 million, respectively, due to mature on November 1, 2032.
(2) Includes two collateralized term loans, one for $196.3 million due to mature on December 15, 2039 and the other for $203.7 million due to mature on December 15,
2041.
(3) The interest rate represents the weighted average interest rate on collateralized term loans.
The collateralized term loans totaling $3.4 billion as of December 31, 2020, are secured by 192 properties comprised of 76,296 sites
representing approximately $3.2 billion of net book value.
Preferred Equity - Sun NG Resorts - mandatorily redeemable
In connection with the investment in Sun NG Resorts, $35.3 million of mandatorily redeemable Preferred Equity (“Preferred Equity -
Sun NG Resorts”) was purchased by unrelated third parties. The Preferred Equity - Sun NG Resorts carries a preferred rate of return of
6.0 percent per annum. The Preferred Equity - Sun NG Resorts has a seven-year term ending June 1, 2025 and $33.4 can be redeemed
in the fourth quarter of 2024 at the holders’ option. The Preferred Equity - Sun NG Resorts as of December 31, 2020 was $35.2
million. Refer to Note 7, “Consolidated Variable Interest Entities,” and Note 9, “Equity and Temporary Equity,” for additional
information.
F - 32
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred OP Units - mandatorily redeemable
Preferred OP units at December 31, 2020 and December 31, 2019 include $34.7 million of Aspen preferred OP units issued by the
Operating Partnership. As of December 31, 2020, these units are convertible indirectly into 407,677 shares of our common stock.
In January 2020, we amended the Operating Partnership’s partnership agreement at the election of certain Aspen preferred OP unit
holders. The amendment extended the automatic redemption date and reduced the annual distribution rate for 270,000 of the Aspen
preferred OP units (the “Extended Units”). Subject to certain limitations, at any time prior to January 1, 2024 (or prior to January 1,
2034 with respect to the Extended Units), the holder of each Aspen preferred OP unit at its option may convert such Aspen preferred
OP unit into: (a) if the average closing price of our common stock for the preceding ten trading days is $68.00 per share or less, 0.397
common OP units; or (b) if the ten-day average closing price is greater than $68.00 per share, the number of common OP units is
determined by dividing (i) the sum of (A) $27.00 plus (B) 25 percent of the amount by which the ten-day average closing price
exceeds $68.00 per share, by (ii) the ten-day average closing price. The current preferred distribution rate is 3.8 percent on the
Extended Units and 6.5 percent on all other Aspen preferred OP units. On January 2, 2024 (or January 2, 2034 with respect to the
Extended Units), we are required to redeem for cash all Aspen preferred OP units that have not been converted to common OP units.
As of December 31, 2020, 270,000 of Extended Units and 1,013,819 other Aspen preferred units were outstanding.
Lines of Credit and Other Debt
Credit Agreement - In May 2019, we amended and restated our credit agreement with Citibank, N.A. (“Citibank”) and certain other
lenders. Pursuant to the credit agreement, we entered into an unsecured senior credit facility with Citibank and certain lenders in the
amount of $750.0 million, comprised of a $650.0 million revolving loan, with the ability to use up to $100.0 million for advances in
Australian dollars, and a $100.0 million term loan (the “A&R Facility”). The A&R Credit Agreement has a four-year term ending May
21, 2023, which can be extended for two additional six-month periods, subject to the satisfaction of certain conditions as defined in the
credit agreement. The credit agreement also provides for additional commitments in an amount not to exceed $350.0 million. The
funding of these additional commitments is subject to certain conditions, including obtaining the consent of the lenders, some of which
are outside of our control. If additional borrowings are made pursuant to any such additional commitments, the aggregate borrowing
limit under the A&R Facility may be increased up to $1.1 billion.
The A&R Facility bears interest at a floating rate based on the Eurodollar rate or Bank Bill Swap Bid Rate plus a margin that is
determined based on our leverage ratio calculated in accordance with the credit agreement, which margin can range from 1.20 percent
to 2.10 percent for the revolving loan and 1.20 percent to 2.05 percent for the term loan. As of December 31, 2020, the margin based
on our leverage ratio was 1.20 percent on the revolving loan and 1.20 percent on the term loan. We had $40.4 million and no
borrowings on the revolving loan and the term loan, respectively, as of December 31, 2020. We had $123.6 million of borrowings on
the revolving loan and no borrowings on the term loan, as of December 31, 2019.
The A&R Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our
borrowings outstanding under our line of credit with Citibank, but does reduce the borrowing amount available. At December 31,
2020 and December 31, 2019, we had approximately $2.1 million and $2.8 million of outstanding letters of credit, respectively.
Safe Harbor Facility - On October 30, 2020, in relation to the acquisition of Safe Harbor, we indirectly assumed approximately $829.0
million of Safe Harbor’s debt owed to Citizens Bank N.A. (“Citizens”). On December 22, 2020, this facility was amended to, among
other things, (a) increase the size of the revolving commitments available to Safe Harbor from $500 million to $1.3 billion, subject to
borrowing base availability, (b) modify certain provisions relating to the determination of the borrowing base, (c) increase the cap on
the incremental borrowing capacity from $350.0 million to $500.0 million, which allows Safe Harbor to request an increase to the
revolving commitments and / or to establish additional term loans subject to the higher cap and the satisfaction of certain conditions,
and (d) modify certain financial covenants. The revolving loan and term loan under the Safe Harbor facility both expire on October 11,
2024. The term loan component of the Safe Harbor facility can be extended for two additional 12-month periods, subject to the
satisfaction of certain conditions set forth in the credit agreement. The revolving commitments do not have an extension option.
F - 33
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Safe Harbor facility bears interest at a floating rate based on an adjusted LIBOR rate or a base rate, plus a margin that is
determined based on Safe Harbor’s ratio of consolidated funded debt to total asset value, calculated in accordance with the credit
agreement, which margin can range from 1.375 percent to 2.250 percent for adjusted LIBOR rate loans and 0.375 percent to 1.250
percent for base rate loans. As of December 31, 2020, based on Safe Harbor’s ratio of consolidated funded debt to total asset value, the
margin was 2.000 percent on any adjusted LIBOR rate loans and 1.000 percent on any base rate loans. The Safe Harbor facility is
secured by the personal property of Safe Harbor and certain related entities and subsidiaries and a pledge of the equity interests in
certain subsidiaries of Safe Harbor and related entities and subsidiaries, subject to customary exceptions. At the lenders’ option, the
Safe Harbor facility will become immediately due and payable upon an event of default that is continuing under the credit agreement.
Safe Harbor had $652.0 million and $500.0 million of borrowings under the revolving loan and term loan respectively, as of
December 31, 2020.
The Safe Harbor facility provides Safe Harbor with the ability to issue letters of credit. Its issuance of letters of credit does not
increase its borrowings outstanding under its line of credit with Citizens, but does reduce the borrowing amount available. At
December 31, 2020, Safe Harbor had approximately $0.3 million of outstanding letters of credit.
Floor Plan - We have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us at
least a 12-month notice of their intent to terminate the agreement. The interest rate is 100 basis points over the greater of the prime rate
as quoted in the Wall Street Journal on the first business day of each month or 5.0 percent. At December 31, 2020, the effective
interest rate was 6.0 percent. The outstanding balance was $4.8 million as of December 31, 2020 and $3.3 million as of December 31,
2019. These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.
Other - In October 2019, we assumed a term loan facility with Citibank, in the amount of $58.0 million in relation to an acquisition.
The term loan has a four-year term ending October 29, 2023, and bears interest at a floating rate based on the Eurodollar rate or Prime
rate plus a margin ranging from 1.20 percent to 2.05 percent. As of December 31, 2020, the margin based on our leverage ratio was
1.20 percent. The outstanding balance was $45.0 million at December 31, 2020 and $57.0 million at December 31, 2019, respectively.
These balances are included in the “Lines of credit and other debt,” on the Consolidated Balance Sheets.
Covenants
The Collateralized term loans and Lines of credit are subject to various financial and other covenants. The most restrictive covenants
are pursuant to (a) the terms of the A&R Facility, which contains minimum fixed charge coverage ratio and net worth requirements,
and maximum leverage, distribution ratios and variable rate indebtedness covenants, and (b) the terms of the Safe Harbor facility,
which contains a minimum fixed charge coverage ratio pre-distribution, a minimum fixed charge coverage ratio post-distribution, a
minimum borrowing base coverage ratio, and a maximum leverage ratio. At December 31, 2020, we were in compliance with all
covenants.
In addition, certain of our subsidiary borrowers own properties that secure loans. These subsidiaries are consolidated within our
accompanying Consolidated Financial Statements, however, each of these subsidiaries’ assets and credit are not available to satisfy
our debts and other obligations, any of our other subsidiaries or any other person or entity.
Long-term Debt Maturities
As of December 31, 2020, the total of maturities and amortization of our debt (excluding premiums and discounts) and lines of credit
during the next five years were as follows (in thousands):
Total Due
2021
2022
2023
2024
2025
Thereafter
Maturities and Amortization By Year
Mortgage loans payable
Maturities
$ 2,461,838 $
— $
82,155 $
185,618 $
315,330 $
50,528 $ 1,828,207
Principal amortization
997,023
59,585
61,364
60,739
57,293
53,879
704,163
Preferred Equity - Sun NG Resorts -
mandatorily redeemable
Preferred OP units - mandatorily
redeemable
Lines of credit and other debt
35,249
34,663
1,242,197
—
—
—
—
—
—
33,428
1,821
27,373
—
—
—
7,290
—
10,000
14,794
65,403
1,152,000
Total
$ 4,770,970 $
69,585 $
158,313 $
311,760 $ 1,585,424 $
106,228 $ 2,539,660
F - 34
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Off-Balance Sheet Arrangements - Nonconsolidated Affiliate Indebtedness
GTSC - During September 2019, GTSC, a nonconsolidated affiliate in which we have a 40 percent ownership interest, entered into a
warehouse line of credit with a maximum loan amount of $125.0 million. During September 2020, the maximum amount was
increased to $180.0 million. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners’
share, incurred by GTSC was $167.7 million (of which our proportionate share is $67.1 million). The debt bears interest at a variable
rate based on LIBOR plus 1.65 percent per annum and matures on September 15, 2023. As of December 31, 2019, the aggregate
carrying amount of debt, including both our and our partner’s share, incurred by GTSC was approximately $123.4 million (of which
our proportionate share is approximately $49.4 million).
Sungenia JV - During May 2020, Sungenia JV, a nonconsolidated affiliate in which we have a 50 percent ownership interest, entered
into a debt facility agreement with a maximum loan amount of $27.0 million Australian dollars, or $20.8 million converted at the
December 31, 2020 exchange rate. As of December 31, 2020, the aggregate carrying amount of debt, including both our and our
partners’ share, incurred by Sungenia JV was $6.7 million (of which our proportionate share is $3.3 million). The debt bears interest at
a variable rate based on Australian Bank Bill Swap Bid Rate (BBSY) plus 2.05 percent per annum and is available for a minimum of
three years.
9. Equity and Temporary Equity
Public Equity Offerings
On September 30, 2020, we entered into two forward sale agreements (the “Forward Sale Agreements”) relating to an underwritten
registered public offering of 9,200,000 shares of our common stock at a public offering price of $139.50 per share. The offering closed
on October 5, 2020. We did not initially receive any proceeds from the sale of shares of our common stock in the offering. On October
26, 2020, we physically settled the Forward Sale Agreements (by the delivery of shares of our common stock). Proceeds from the
offering were approximately $1.2 billion after deducting expenses related to the offering. We used the net proceeds of this offering to
fund the cash portion of the acquisition of Safe Harbor, and for working capital and general corporate purposes.
In May 2020, we closed an underwritten registered public offering of 4,968,000 shares of common stock. Proceeds from the offering
were $633.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings
outstanding under the revolving loan under our senior credit facility.
In May 2019, we closed an underwritten registered public offering of 3,737,500 shares of common stock. Proceeds from the offering
were $452.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings
outstanding under the revolving loan under our senior credit facility.
At the Market Offering Sales Agreement
In July 2017, we entered into an at the market offering sales agreement (the “Sales Agreement”) with certain sales agents (collectively,
the “Sales Agents”), whereby we may offer and sell shares of our common stock, having an aggregate offering price of up to
$450.0 million, from time to time through the Sales Agents. The Sales Agents are entitled to compensation in an agreed amount not to
exceed 2.0 percent of the gross price per share for any shares sold under the Sales Agreement. Through December 31, 2020, we have
sold shares of our common stock for gross proceeds of $163.8 million under the Sales Agreement.
There were no issuances of common stock under the Sales Agreement during the years ended December 31, 2020 and 2019. Issuances
of common stock under the Sales Agreement during year ended December 31, 2018 were as shown in the table below:
Quarter Ended
September 30, 2018
June 30, 2018
Common Stock
Issued
Weighted Average
Sales Price
Net Proceeds
(in Millions)
398,516 $
1,008,699 $
100.19 $
92.98 $
39.4
92.6
Issuances of Common Stock and Common OP Units
In December 2020, in connection with the acquisition of Safe Harbor Rybovich, we issued 130,475 Common OP units.
In October 2020, in connection with the acquisition of Safe Harbor, we issued 55,403 Common OP units.
F - 35
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In May 2020, in connection with the acquisition of the Forest Springs community, we issued 82,420 Common OP units.
In October 2019, in connection with the acquisition of the Jensen Portfolio, we issued 1,972,876 shares of common stock, net of
fractional shares paid in cash.
Equity Interests - SHM South Fork JV, LLC
In October 2020, in conjunction with the acquisition of Safe Harbor, we indirectly acquired $4.3 million of Safe Harbor’s equity
interest in SHM South Fork JV, LLC, a joint venture created for the purpose of acquiring land and constructing a marina in Fort
Lauderdale, Florida. The Safe Harbor Equity Interests - SHM South Fork JV, LLC balance was $4.3 million of at December 31, 2020.
Refer to Note 7, “Consolidated Variable Interest Entities,” for additional information.
Issuance of Series E Preferred OP Units
In January 2020, we issued 90,000 Series E preferred OP units in connection with the acquisition of Cape Cod RV Resort. The Series
E preferred OP units have a stated issuance price of $100.00 per OP unit and carry a preferred return of 5.25 percent until the second
anniversary of the issuance date. Commencing with the second anniversary of the issuance date, the Series E Preferred OP Units carry
a preferred return of 5.50 percent. Commencing the first anniversary of the issuance date, subject to certain limitations, each Series E
Preferred OP Unit can be exchanged for our common stock equal to the quotient obtained by dividing $100.00 by $145.00 (as such
ratio is subject to adjustments for certain capital events). As of December 31, 2020, 90,000 Series E preferred OP units were
outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.
Temporary Equity
Issuance of Series I Preferred OP Units - In December 2020, we issued 922,000 Series I preferred OP units in connection with the
acquisition of the Safe Harbor Rybovich portfolio. The Series I preferred OP units have a stated issuance price of $100.00 per OP unit
and carry a preferred return of 3.0 percent. Subject to certain limitations, at any time after the Series I issuance date, each Series I
preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $100.00
by $164.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require
redemption in cash after the fifth anniversary of the Series I issuance date or upon the holder’s death. As of December 31, 2020,
922,000 Series I preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional
information.
Issuance of Series H Preferred OP Units - In October 2020, we issued 581,407 Series H preferred OP units in connection with the
acquisition of Safe Harbor. The Series H preferred OP units have a stated issuance price of $100.00 per OP unit and carry a preferred
return of 3.0 percent. Subject to certain limitations, at any time after the Series H issuance date, each Series H preferred OP unit can be
exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $100.00 by $164.00 (as such ratio is
subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after the fifth
anniversary of the Series H issuance date or upon the holder’s death. As of December 31, 2020, 581,407 Series H preferred OP units
were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.
Equity Interests - FPG Sun Menifee 80 LLC - In October 2020, in connection with investment in land for future development in the
city of Menifee in California, at the property known as FPG Sun Menifee 80, LLC, Foremost Pacific Group, LLC, “FPG,” purchased
$0.1 million of common equity interest in the land (referred to as “Equity Interests - FPG Sun Menifee 80 LLC). The Equity Interests -
FPG Sun Menifee 80 LLC do not have a fixed maturity date. Upon the occurrence of certain events, either FPG or Sun FPG Venture
LLC, our subsidiary, can trigger a process under which we may be required to purchase the Equity Interests - FPG Sun Menifee 80
LLC from FPG. The Equity Interests - FPG Sun Menifee 80 LLC balance was $0.1 million at December 31, 2020. Refer to Note 7,
“Consolidated Variable Interest Entities,” for additional information.
Issuance of Series G Preferred OP Units - In September 2020, we issued 260,710 Series G preferred OP units in connection with the
acquisition of El Capitan & Ocean Mesa Resorts. The Series G preferred OP units have a stated issuance price of $100.00 per OP unit
and carry a preferred return of 3.2 percent. Subject to certain limitations, at any time after the Series G issuance date, each Series G
preferred OP unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $100.00
by $155.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require
redemption in cash after the fifth anniversary of the Series G issuance date or upon the holder’s death. As of December 31, 2020,
240,710 Series G preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional
information.
F - 36
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Issuance of Series F Preferred OP Units - In May 2020, we issued 90,000 Series F preferred OP units in connection with the
acquisition of Forest Springs. The Series F preferred OP units have a stated issuance price of $100.00 per OP unit and carry a
preferred return of 3.0 percent. Subject to certain limitations, at any time after the Series F issuance date, each Series F preferred OP
unit can be exchanged for a number of shares of our common stock equal to the quotient obtained by dividing $100.00 by $160.00 (as
such ratio is subject to adjustments for certain capital events) at the holder’s option. Each holder may require redemption in cash after
the fifth anniversary of the Series F issuance date or upon the holder’s death. As of December 31, 2020, 90,000 Series F preferred OP
units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional information.
Equity Interests - NG Sun Whitewater LLC - In August 2019, in connection with the investment in land at the property known as
Whitewater, NG Sun Whitewater LLC purchased $2.4 million of common equity interest in Sun NG Whitewater RV Resorts LLC
(referred to as “Equity Interests - NG Sun Whitewater LLC”). The Equity Interests - NG Sun Whitewater LLC do not have a fixed
maturity date. Upon the occurrence of certain events, either NG Sun Whitewater LLC or Sun NG LLC, our subsidiary, can trigger a
process under which we may be required to purchase the Equity Interests - NG Sun Whitewater LLC from NG Sun Whitewater LLC.
The Equity Interests - NG Sun Whitewater LLC balance was $1.1 million and $3.9 million at December 31, 2020 and December 31,
2019. Refer to Note 7, “Consolidated Variable Interest Entities,” for additional information.
Issuance of Series D Preferred OP Units - In February 2019, we issued 488,958 Series D Preferred OP units in connection with the
acquisition of Country Village Estates. The Series D preferred OP units have a stated issuance price of $100.00 per OP Unit and carry
a preferred return of 3.75 percent until the second anniversary of the issuance date. Commencing with the second anniversary of the
issuance date, the Series D Preferred OP Units carry a preferred return of 4.0 percent. Commencing with the first anniversary of the
issuance date, each Series D Preferred OP Unit can be exchanged for our common stock equal to the quotient obtained by dividing
$100.00 by $125.00 (as such ratio is subject to adjustments for certain capital events) at the holder’s option. The holders may require
redemption in cash after the fifth anniversary of the Series D issuance date or upon the holder’s death. As of December 31, 2020,
488,958 Series D preferred OP units were outstanding. Refer to Note 3, “Real Estate Acquisitions and Dispositions,” for additional
information.
Equity Interests - NG Sun LLC - In June 2018, in connection with the investment in Sun NG Resorts, unrelated third parties purchased
$6.5 million of Series B preferred equity interests and $15.4 million of common equity interest in Sun NG Resorts (herein jointly
referred to as “Equity Interest - NG Sun LLC”). In April and September 2020, in connection with the acquisitions of Glen Ellis RV
Park and Lone Star RV Park, $3.0 million of Series B preferred equity interests were converted to common equity interests. The Series
B preferred equity interests carry a preferred return at a rate that, at any time, is equal to the interest rate on Sun NG Resorts’
indebtedness at such time. The current rate of return is 5.0 percent. The Equity Interests - NG Sun LLC do not have a fixed maturity
date and can be redeemed in the fourth quarters of 2024, 2025 and 2026 at the holders’ option. Sun NG LLC, our subsidiary, has the
right during certain periods each year, with or without cause, or for cause at any time, to elect to buy NG Sun LLC’s interest. During a
limited period in 2022, NG Sun LLC has the right to put its interest to Sun NG LLC. If either party exercises their option, the property
management agreement will be terminated, and we are required to purchase the remaining interests of NG Sun LLC and the property
management agreement at fair value. Refer to Note 7, “Consolidated Variable Interest Entities,” and Note 8, “Debt and Lines of
Credit,” for additional information.
Series A-4 Preferred OP Units - On December 13, 2019, all outstanding shares of our 6.5 percent Series A-4 Cumulative Convertible
Preferred Stock, and all of the Operating Partnership’s Series A-4 Preferred OP Units were converted into common stock and common
OP units, respectively. All 1,031,747 shares of Series A-4 preferred stock were converted into 458,541 shares of common stock (net of
fractional shares paid in cash). All 405,656 Series A-4 preferred OP units were converted into 180,277 common OP units (net of
fractional units paid in cash). The Series A-4 preferred shares and units were issued to the sellers of the American Land Lease
portfolio which we acquired in 2014 and 2015.
F - 37
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Conversions
Conversions to Common Stock - Subject to certain limitations, holders can convert certain series of stock and OP units to shares of our
common stock at any time. Below is the activity of conversions during the years ended December 31, 2020 and 2019:
Series
Common OP unit
Series A-1 preferred OP unit
Series A-4 preferred OP unit
Series A-4 preferred stock
Series C preferred OP unit
December 31, 2020
December 31, 2019
Year Ended
Conversion Rate
Units / Shares
Converted
Common Stock(1)
Units / Shares
Converted
Common Stock(1)
1.0000
2.4390
0.4444
0.4444
1.1100
81,845
14,500
—
—
4,121
81,845
35,359
—
—
4,573
485,629
22,707
4,708
1,062,789
4,014
485,629
55,370
2,092
472,366
4,455
(1) Calculation may yield minor differences due to fractional shares paid in cash to the stockholder at conversion.
Conversions to Common OP Units - Subject to certain limitations, holders can convert certain series of preferred OP units to common
OP units. There were no such conversions in 2020. Below is the activity of such conversions during 2019:
Series
Series A-4 preferred OP units
Year Ended
December 31, 2019
Units / Shares
Common OP Units
405,656
180,277
Redemption OP Units - Subject to certain limitations, holders can redeem certain series OP units for cash, provided that the
requirements are met. On November 4, 2020, 20,000 Series G preferred OP units were redeemed for a net cash payment of $2.0
million, inclusive of all distributions on the redeemed units that were accrued and unpaid as of the redemption date, in accordance with
the terms and conditions set for in the redemption agreement. There was no redemption of series OP units during 2019.
Distributions
Distributions declared for the quarter ended December 31, 2020 were as follows:
Distribution
Record Date
Payment Date
Distribution Per
Share
Total Distribution
(in Thousands)
Common Stock, Common OP units and Restricted Stock
12/31/2020
1/15/2021 $
0.79 $
87,084
F - 38
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. Share-Based Compensation
As of December 31, 2020, we had two share-based compensation plans; the Sun Communities, Inc. 2015 Equity Incentive Plan (“2015
Equity Incentive Plan”) and the First Amended and Restated 2004 Non-Employee Director Option Plan (“2004 Non-Employee
Director Option Plan”). We believe granting equity awards will provide certain executives, key employees and directors additional
incentives to promote our financial success and promote employee and director retention by providing an opportunity to acquire or
increase the direct proprietary interest of those individuals in our operations and future.
Restricted Stock
The majority of our share-based compensation is awarded as service vesting restricted stock grants to executives and key employees.
We have also awarded restricted stock to our non-employee directors. We measure the fair value associated with these awards using
the closing price of our common stock as of the grant date to calculate compensation cost. Employee awards typically vest over
several years and are subject to continued employment by the employee. Award recipients receive distribution payments on unvested
shares of restricted stock.
2015 Equity Incentive Plan
At the Annual Meeting of Stockholders held on July 20, 2015, the stockholders approved the 2015 Equity Plan. The 2015 Equity Plan
had been adopted by the Board and was effective upon approval by our stockholders. The maximum number of shares of common
stock that may be issued under the 2015 Equity Plan is 1,750,000 shares of our common stock, with 729,011 as of December 31, 2020
shares remaining for future issuance.
2004 Non-Employee Director Option Plan
The director plan was approved by our stockholders at the Annual Meeting of Stockholders held on July 19, 2012. The director plan
amended and restated in its entirety our 2004 Non-Employee Director Stock Option Plan. At the Annual Meeting of the Stockholders
held on May 17, 2018, the stockholders approved the First Amendment to Sun Communities, Inc. First Amended and Restated 2004
Non-Employee Director Option Plan to increase the number of authorized shares under the plan by 200,000 shares.
The types of awards that may be granted under the director plan are options, restricted stock and OP units. Only non-employee
directors are eligible to participate in the director plan. The maximum number of options, restricted stock and OP units that may be
issued under the Director Plan is 375,000 shares, with 181,574 as of December 31, 2020 shares remaining for future issuance.
During the years ended December 31, 2020 and 2019, shares were granted as follows:
Grant
Period
2020
2020
2020
2020
2020
2020
2020
2019
2019
2019
2019
2019
Type
Plan
Key Employees
Executive Officers
Key Employees
Key Employees
Executive Officers
Executive Officers
Directors
Executive Officers
Executive Officers
Directors
Key Employees
Key Employees
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2004 Non-Employee
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2004 Non-Employee
2015 Equity Incentive Plan
2015 Equity Incentive Plan
Shares
Granted
Grant Date
Fair Value
Per Share
13,873
69,368
1,500
51,790
46,000
69,000
10,200
44,000
66,000
18,000
55,770
6,000
$
$
$
$
$
(2) $
$
$
(3) $
$
$
$
140.39
137.63
143.20
162.42
165.97
125.47
147.97
115.39
115.39
113.68
120.01
142.03
Vesting Type
(1) Time Based
(1) Time Based
(1) Time Based
(1) Time Based
(1) Time Based
(2) Market Condition
(1) Time Based
(1) Time Based
(3) Market Condition
(1) Time Based
(1) Time Based
(1) Time Based
Vesting
Anniversary
Percentage
20.0% annually over 5 years
20.0% annually over 5 years
20.0% annually over 5 years
20.0% annually over 5 years
20.0% annually over 5 years
3rd
3rd
100.0 %
100.0 %
20.0% annually over 5 years
3rd
3rd
100.0 %
100.0 %
20.0% annually over 5 years
20.0% annually over 5 years
(1) The fair values of the grants were determined by using the average closing price of our common stock on the dates the shares were issued.
(2) Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest. We estimate the fair value
of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. At the grant date our common stock price was $165.97.
Based on the Monte Carlo simulation we expect 75.6 percent of the 69,000 shares to vest.
(3) Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest. We estimate the fair value
of share-based compensation for restricted stock with market conditions using a Monte Carlo simulation. At the grant date our common stock price was $115.39.
Based on the Monte Carlo simulation we expect 75.1 percent of the 66,000 shares to vest.
F - 39
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes our restricted stock activity for the years ended December 31, 2020, 2019, and 2018:
Unvested restricted shares at January 1, 2018
Granted
Vested
Forfeited
Unvested restricted shares at December 31, 2018
Granted
Vested
Forfeited
Unvested restricted shares at December 31, 2019
Granted
Vested
Forfeited
Unvested restricted shares at December 31, 2020
Number of Shares
Weighted Average
Grant Date Fair Value
859,853 $
233,400 $
(214,111) $
(8,025) $
871,117 $
190,020 $
(237,406) $
(10,690) $
813,041 $
261,731 $
(258,280) $
(5,678) $
810,814 $
64.25
87.12
54.69
72.16
72.65
117.47
64.46
79.58
85.43
155.57
73.47
111.04
111.70
Total compensation cost recognized for restricted stock was $22.7 million, $17.5 million, and $15.1 million for the years ended
December 31, 2020, 2019, and 2018, respectively. The total fair value of shares vested was $19.0 million, $15.3 million, and $11.7
million for the years ended December 31, 2020, 2019 and 2018, respectively.
The remaining share-based compensation cost, net related to our unvested restricted shares outstanding as of December 31, 2020 is
approximately $52.6 million. The following table summarizes our expected share-based compensation cost, net related to our unvested
restricted shares, in thousands:
Expected share-based compensation costs, net
$
19.8
$
15.7 $
8.8 $
8.3
2021
2022
2023
Thereafter
11. Segment Reporting
We group our operating segments into reportable segments that provide similar products and services. Each operating segment has
discrete financial information evaluated regularly by our chief operating decision maker in evaluating and assessing performance. We
have two reportable segments: (a) Real Property Operations and (b) Home Sales and Rentals. The Real Property Operations segment
owns, operates, has an interest in a portfolio, and develops MH communities, RV resorts and marinas, and is in the business of
acquiring, operating, and expanding MH, RV and marina properties. The Home Sales and Rentals segment offers manufactured home
sales and leasing services to tenants and prospective tenants of our communities.
Transactions between our segments are eliminated in consolidation. Transient RV revenue is included in the Real Property Operations
segment revenues and is approximately $134.7 million and $121.5 million for the year ended December 31, 2020 and 2019,
respectively. In 2020, transient RV revenue was recognized 18.8 percent in the first quarter, 15.6 percent in the second quarter, 44.9
percent in the third quarter, and 20.7 percent in the fourth quarter. In 2019, transient RV revenue was recognized 20.1 percent in the
first quarter, 23.2 percent in the second quarter, 40.3 percent in the third quarter, and 16.4 percent in the fourth quarter.
Refer to Note 20, “Subsequent Events,” for information regarding segment activity after December 31, 2020.
F - 40
A presentation of our segment financial information is summarized as follows (amounts in thousands):
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
Year Ended
December 31, 2019
December 31, 2018
Revenues
Operating expenses / Cost of sales
Net operating income / Gross profit
Adjustments to arrive at net income / (loss)
$
1,132,653 $
444,805
687,848
Real Property
Operations
Home Sales
and Rentals
Real Property
Operations
Home Sales
and Rentals
Real Property
Operations
Home Sales
and Rentals
Consolidated
238,345 $ 1,370,998
598,875
154,070
772,123
84,275
$
992,545 $
375,690
616,855
Consolidated
239,508 $ 1,232,053
532,042
156,352
700,011
83,156
$
880,080 $
330,695
549,385
Consolidated
219,688 $ 1,099,768
477,332
146,637
622,436
73,051
Interest income
10,119
—
10,119
17,857
—
17,857
20,852
—
20,852
Brokerage commissions and other revenues,
net
Home selling expenses
General and administrative expenses
Catastrophic weather-related charges, net
Business combination expense
Depreciation and amortization
Loss on extinguishment of debt (see Note 8)
Interest expense
Interest on mandatorily redeemable preferred
OP units / equity
Gain / (loss) on remeasurement of marketable
securities
Gain / (loss) on foreign currency translation
Gain on disposition of property
Other income / (expense), net
Loss on remeasurement of notes receivable
Income from nonconsolidated affiliates (see
Note 6)
Loss on remeasurement of investment in
nonconsolidated affiliate
Current tax expense
Deferred tax benefit (see Note 12)
Net Income / (Loss)
Less: Preferred return to preferred OP
units / equity
Less: Income / (Loss) attributable to
noncontrolling interests
Net Income / (Loss) Attributable to Sun
Communities, Inc.
Less: Preferred stock distribution
Net Income / (Loss) Attributable to Sun
Communities, Inc. Common Stockholders
17,230
—
(98,328)
(885)
(23,008)
(289,374)
(5,209)
(128,902)
(4,177)
6,129
8,030
5,595
(3,770)
(3,275)
—
(15,134)
(12,960)
—
—
(87,502)
—
(169)
—
—
9
—
2
—
17,230
(15,134)
(111,288)
(885)
(23,008)
(376,876)
(5,209)
(129,071)
(4,177)
6,129
8,039
5,595
(3,768)
(3,275)
14,127
—
(82,320)
(1,729)
—
(250,686)
(16,505)
(133,125)
—
(14,690)
(11,644)
(8)
—
(77,381)
—
(28)
14,127
(14,690)
(93,964)
(1,737)
—
(328,067)
(16,505)
(133,153)
(4,698)
—
(4,698)
34,240
4,552
—
(948)
—
—
5
—
(152)
—
34,240
4,557
—
(1,100)
—
6,205
—
(70,512)
140
—
(218,617)
(1,190)
(130,535)
(3,694)
(3,639)
(8,228)
—
1,814
—
—
(15,722)
(10,917)
(232)
—
(68,645)
—
(21)
—
—
(6)
—
(33)
—
6,205
(15,722)
(81,429)
(92)
—
(287,262)
(1,190)
(130,556)
(3,694)
(3,639)
(8,234)
—
1,781
—
—
1,740
1,740
—
1,374
1,374
—
790
790
—
(119)
949
178,853
(1,608)
(671)
616
(31,402)
6,935
—
10,216
(1,314)
(1,608)
(790)
1,565
147,451
6,935
8,902
161,702
—
(30,088)
—
131,614
—
—
(746)
222
197,096
6,058
10,659
180,379
1,288
—
(349)
—
(19,717)
—
(891)
—
(1,095)
222
177,379
6,058
9,768
(18,826)
—
161,553
1,288
—
(372)
507
142,116
4,486
9,512
128,118
1,736
—
(223)
—
(21,958)
—
(1,069)
(20,889)
—
—
(595)
507
120,158
4,486
8,443
107,229
1,736
$
161,702 $
(30,088) $
131,614
$
179,091 $
(18,826) $
160,265
$
126,382 $
(20,889) $
105,493
F - 41
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020
December 31, 2019
Real Property
Operations
Home Sales
and Rentals
Consolidated
Real Property
Operations
Home Sales
and Rentals
Consolidated
Identifiable assets
Investment property, net
$
8,982,383 $
733,408 $
9,715,791
$
6,651,275 $
581,345 $
7,232,620
Cash, cash equivalents and restricted cash
Marketable securities
Inventory of manufactured homes
Notes and other receivables, net
Goodwill
Other intangible assets, net
Other assets, net
Total assets
(2,008)
124,726
—
156,880
358,950
298,695
172,348
100,302
—
46,643
64,770
69,883
6,916
92,690
98,294
124,726
46,643
221,650
428,833
305,611
265,038
(8,346)
94,727
—
142,509
—
66,944
100,861
43,176
—
62,061
15,417
—
4
52,087
34,830
94,727
62,061
157,926
—
66,948
152,948
$ 10,091,974 $
1,114,612 $ 11,206,586
$
7,047,970 $
754,090 $
7,802,060
12. Income Taxes
We have elected to be taxed as a REIT pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended (“Code”). In
order for us to qualify as a REIT, at least 95.0 percent of our gross income in any year must be derived from qualifying sources. In
addition, a REIT must distribute annually at least 90.0 percent of its REIT taxable income (calculated without any deduction for
dividends paid and excluding capital gain) to its stockholders and meet other tests.
Qualification as a REIT involves the satisfaction of numerous requirements (on an annual and quarterly basis) established under highly
technical and complex Code provisions for which there are limited judicial or administrative interpretations and involves the
determination of various factual matters and circumstances not entirely within our control. In addition, frequent changes occur in the
area of REIT taxation, which requires us to continually monitor our tax status. We analyzed the various REIT tests and confirmed that
we continued to qualify as a REIT for the year ended December 31, 2020.
As a REIT, we generally will not be subject to United States (“U.S.”) federal income taxes at the corporate level on the ordinary
taxable income we distribute to our stockholders as dividends. If we fail to qualify as a REIT in any taxable year, our taxable income
could be subject to U.S. federal income tax at regular corporate rates. Even if we qualify as a REIT, we may be subject to certain state
and local income taxes as well as U.S. federal income and excise taxes on our undistributed income. In addition, taxable income from
non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state, and local income taxes. We are also subject
to local income taxes in Canada as a result of the acquisition in 2016 of certain properties located in Canada. We do not provide for
withholding taxes on our undistributed earnings from our Canadian subsidiaries as they are reinvested and will continue to be
reinvested indefinitely outside of the U.S. However, we are subject to Australian withholding taxes on distributions from our
investment in Ingenia Communities Group.
For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, and return of capital.
For the years ended December 31, 2020, 2019, and 2018, distributions paid per share were taxable as follows (unaudited / rounded):
Ordinary income(1)
Capital gain
Return of capital
Total distributions declared
Year Ended
December 31, 2020
December 31, 2019
December 31, 2018
Amount
Percentage
Amount
Percentage
Amount
Percentage
$
$
2.14
0.06
0.92
3.12
68.54 % $
1.92 %
29.54 %
100.0 % $
1.66
—
1.30
2.96
56.0 % $
— %
44.0 %
100.0 % $
1.58
0.13
1.09
2.80
56.4 %
4.8 %
38.8 %
100.0 %
(1) 99.0364 percent of the ordinary taxable dividend qualifies as Section 199A dividend for 2020 and 0.9636 percent percent of the ordinary taxable dividend qualifies as
a Qualified Dividend for 2020.
F - 42
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of our provision / (benefit) for income taxes attributable to continuing operations for the year ended December 31,
2020 and 2019 are as follows (amounts in thousands):
December 31,
2020
Year Ended
December 31,
2019
December 31,
2018
Federal
Current
Deferred
State and Local
Current
Deferred
Foreign
Current
Deferred
$
(835) $
(613)
(3) $
—
1,539
(2)
85
(949)
919
—
179
(222)
Total provision / (benefit)
$
(775) $
873 $
(102)
—
701
11
(4)
(518)
88
A reconciliation of the provision / (benefit) for income taxes with the amount computed by applying the statutory federal income tax
rate to income before provision for income taxes for the year ended December 31, 2020 and 2019 is as follows (amounts in
thousands):
Pre-tax income attributable to taxable subsidiaries
$
8,393
$
(4,122)
$
(7,299)
December 31, 2020
Year Ended
December 31, 2019
December 31, 2018
Federal benefit at statutory tax rate
State and local taxes, net of federal benefit
Rate differential
Change in valuation allowance
Others
Tax provision / (benefit) - taxable subsidiaries
Other state taxes - flow through subsidiaries
Total provision / (benefit)
$
(1,763)
721
(236)
1,326
(1,638)
(1,590)
815
(775)
21.0 %
(8.6) %
2.8 %
(15.8) %
19.5 %
18.9 %
$
(866)
42
(73)
526
692
321
552
873
21.0 %
(1,534)
21.0 %
(1.0) %
1.8 %
(12.7) %
—
(112)
2,885
(16.8) %
(1,576)
(7.7) %
(337)
425
88
$
— %
1.5 %
(39.5) %
21.6 %
4.6 %
Our deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for
financial reporting purposes and the basis of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced, if
necessary, by a valuation allowance to the amount where realization is more likely than not assured after considering all available
evidence. Our temporary differences primarily relate to net operating loss carryforwards, and depreciation and basis differences
between tax and GAAP. Our deferred tax assets that have a full valuation allowance relate to our taxable REIT subsidiaries.
F - 43
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The deferred tax assets and liabilities included in the Consolidated Balance Sheets are comprised of the following tax effects of
temporary differences and based on the (amounts in thousands):
Deferred Tax Assets
NOL carryforwards
Depreciation and basis differences
Other
Gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred Tax Liabilities
Basis differences - US assets
Basis differences - foreign investment
Gross deferred tax liabilities
Net Deferred Tax Liability(1)
As of
December 31,
2020
December 31,
2019
December 31,
2018
$
19,504 $
18,009 $
32,968
(609)
51,863
(44,017)
7,846
(5,743)
(22,653)
(28,396)
28,787
395
47,191
(45,342)
1,849
—
(22,813)
(22,813)
18,071
28,140
784
46,995
(44,817)
2,178
—
(22,406)
(22,406)
$
(20,550) $
(20,964) $
(20,228)
(1) Net deferred tax liability is included within Other liabilities in our Consolidated Balance Sheets.
Our U.S. taxable REIT subsidiaries operating loss carryforwards are $80.2 million, or $16.7 million after tax, including SHS loss
carryforwards of $77.1 million, or $16.2 million after tax, as of December 31, 2020. The loss carryforwards will begin to expire in
2023 through 2035 if not offset by future taxable income. In addition, our Canadian subsidiaries have operating loss carryforwards of
$10.7 million, or $2.8 million after tax, as of December 31, 2020. The loss carryforwards will begin to expire in 2033 through 2038 if
not offset by future taxable income.
We had no unrecognized tax benefits as of December 31, 2020 and 2019. We expect no significant increases or decreases in
unrecognized tax benefits due to changes in tax positions within one year of December 31, 2020.
We classify certain state taxes as income taxes for financial reporting purposes. We recorded a provision for state income taxes of $1.5
million for the year ended December 31, 2020, $0.9 million for the year ended December 31, 2019, and $0.7 million for the year
ended December 31, 2018.
Our policy is to report income tax penalties and income tax related interest expense as a component of income tax expense. No interest
or penalty associated with any unrecognized income tax provision or benefit was accrued, nor was any income tax related interest or
penalty recognized during the years ended December 31, 2020, 2019 and 2018.
F - 44
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. Earnings Per Share
Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the
period on a basic and diluted basis. We calculate diluted earnings per share using the more dilutive of the treasury stock method and
the two-class method.
Our potentially dilutive securities include our outstanding stock options, our unvested restricted common shares, and our Operating
Partnership outstanding common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units,
Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred
OP units, Series I preferred OP units and Aspen preferred OP Units, which, if converted or exercised, may impact dilution.
Diluted earnings per share considers the impact of potentially dilutive securities except when the potential common shares have an
antidilutive effect. Our unvested restricted stock common shares contain rights to receive non-forfeitable dividends and participate
equally with common stock with respect to dividends issued or declared, and thus, are participating securities, requiring the two-class
method of computing earnings per share. The two-class method determines earnings per share by dividing the sum of distributed
earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of
shares of common stock outstanding for the period. In calculating the two-class method, undistributed earnings are allocated to both
common shares and participating securities based on the weighted average number of shares outstanding during the period. The
remaining potential dilutive common shares do not contain rights to dividends and are included in the computation of diluted earnings
per share.
Computations of basic and diluted earnings per share were as follows (in thousands, except per share data):
Numerator
Net Income Attributable to Sun Communities, Inc. Common Stockholders
Less: allocation to restricted stock awards
Basic earnings - Net income attributable to common stockholders after allocation to restricted
stock awards
Add allocation to restricted stock awards
Diluted earnings - Net income attributable to common stockholders after allocation to
restricted stock awards(1)
Denominator
Weighted average common shares outstanding
Add: dilutive stock options
Add: dilutive restricted stock
Diluted weighted average common shares and securities(1)
Earnings Per Share Available to Common Stockholders After Allocation
Basic earnings per share
Diluted earnings per share(1)
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
$
$
$
$
$
131,614 $
160,265 $
105,493
795
1,170
831
130,819 $
159,095 $
104,662
—
1,170
831
130,819 $
160,265 $
105,493
97,521
1
—
97,522
88,460
1
454
88,915
81,387
2
651
82,040
1.34 $
1.34 $
1.80 $
1.80 $
1.29
1.29
(1) For the year ended December 31, 2020, diluted earnings per share was calculated using the two-class method. The application of this method resulted in a more
dilutive earnings per share for the year. Diluted earnings per share for the years ended December 31, 2019 and 2018 were calculated using the treasury stock method
as the application of this method resulted in a more dilutive earnings per share for that period.
F - 45
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We have excluded certain securities from the computation of diluted earnings per share because the inclusion of these securities would
have been anti-dilutive for the periods presented. The following table presents the outstanding securities that were excluded from the
computation of diluted earnings per share for the years ended December 31, 2020, 2019 and 2018 (amounts in thousands):
Common OP units
Series A-4 preferred stock
A-3 preferred OP units
A-1 preferred OP units
A-4 preferred OP units
Aspen preferred OP units
Series C preferred OP units
Series D preferred OP units
Series E preferred OP units
Series F preferred OP units
Series G preferred OP units
Series H preferred OP units
Series I preferred OP units
Total Securities
Year Ended
December 31,
2020
December 31,
2019
December 31,
2018
2,607
2,420
—
40
295
—
1,284
306
489
90
90
241
581
922
—
40
309
—
1,284
310
489
—
—
—
—
—
2,726
1,063
40
332
410
1,284
314
—
—
—
—
—
—
6,945
4,852
6,169
14. Selected Quarterly Financial Information (Unaudited)
The following is a condensed summary of our unaudited quarterly results for years ended 2020 and 2019 (in thousands, except per
share data):
2020 Quarters
2019 Quarters
March 31,
2020
June 30,
2020
September 30,
2020
December 31,
2020
March 31,
2019
June 30,
2019
September 30,
2019
December 31,
2019
$ 310,302 $ 303,266 $
400,514 $
384,265
$ 287,330 $ 312,445 $
362,443 $
274,781
275,715
320,967
393,060
252,759
272,273
305,989
301,819
293,835
$
35,521 $ 27,551 $
79,547 $
(8,795)
$
34,571 $ 40,172 $
56,454 $
7,984
$
(16,086) $ 58,910 $
81,204 $
7,586
$
34,331 $ 40,385 $
57,002 $
28,547
Total Revenues
Total Expenses
Income / (Loss) Before
Other Items
Net Income / (loss)
Attributable to Sun
Communities, Inc.
Common Stockholders
Earnings per share(1)
Basic earnings / (loss)
per share
Diluted earnings /
(loss) per share
$
$
(0.17) $
0.61 $
0.83 $
(0.17) $
0.61 $
0.83 $
0.07
0.07
$
$
0.40 $
0.46 $
0.63 $
0.40 $
0.46 $
0.63 $
0.31
0.31
(1) Earnings per share for the year may not equal the sum of the fiscal quarters’ earnings per share due to changes in basic and diluted shares outstanding.
F - 46
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Fair Value of Financial Instruments
Our financial instruments consist primarily of cash, cash equivalents and restricted cash, marketable securities, notes and other
receivables, accounts payable, and debt. We utilize fair value measurements to record fair value adjustments to certain assets and
liabilities and to determine fair value disclosures, pursuant to FASB ASC 820, “Fair Value Measurements and Disclosures.” The
following methods and assumptions were used in order to estimate the fair value of each class of financial instruments for which it is
practicable to estimate that value:
Marketable Securities
Marketable securities held by us and accounted for under the ASC 321 “Investment Equity Securities” are measured at fair value. Any
change in fair value 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 which is readily available in active markets
(Level 1).
The change in the marketable securities balance is as follows (in thousands):
Beginning Balance
Additional purchase
Change in fair value measurement
Foreign currency translation adjustment
Dividend reinvestment, net of tax
Ending Balance
Installment Notes Receivable on Manufactured Homes
Year Ended
December 31, 2020
December 31, 2019
$
$
94,727 $
11,757
6,132
10,138
1,971
124,725 $
49,037
8,995
34,240
816
1,639
94,727
Installment notes receivable on manufactured homes are recorded at fair value and are measured using model-derived indicative
pricing using observable inputs, inclusive of default rates, interest rates and recovery rates (Level 2). Refer to Note 4, “Notes and
Other Receivables,” and Note 19, “Recent Accounting Pronouncements,” for additional detail.
Notes Receivable from Real Estate Developers
Notes receivable from real estate developers are recorded at fair market value. We evaluate the loans using valuation models that
incorporate significant unobservable inputs (Level 2) such as market interest rates and timing of related cash flows. The carrying
values of the notes generally approximate their fair market values either due to the nature of the note and / or the note being secured by
underlying collateral and / or personal guarantees.
Long-Term Debt and Lines of Credit
The fair value of long-term debt is based on the estimates of management and on rates currently quoted, rates currently prevailing for
comparable loans, and instruments of comparable maturities (Level 2). Refer to Note 8, “Debt and Lines of Credit,” for additional
information.
We have variable rates on our credit facilities and the revolving loans under our senior credit facility and the Safe Harbor credit
facility. The fair value of the debt with variable rates approximates carrying value as the interest rates of these amounts approximate
market rates. The estimated fair value of our indebtedness as of December 31, 2020, approximated its gross carrying value.
Financial Liabilities
We estimate the fair value of our contingent consideration liability based on valuation models using significant unobservable inputs
that generally consider discounting of future cash flows using market interest rates and adjusting for non-performance risk over the
remaining term of the liability (Level 3).
F - 47
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Financial Instruments
The carrying values of cash and cash equivalents, other receivables, and accounts payable approximate their fair market values due to
the short-term nature of those instruments. These are classified as Level 1 in the hierarchy.
The table below sets forth our financial assets and liabilities (in thousands) that required disclosure of fair value on a recurring basis as
of December 31, 2020. The table presents the carrying values and fair values of our financial instruments as of December 31, 2020 and
December 31, 2019, that were measured using the valuation techniques described above. The table excludes other financial
instruments such as cash and cash equivalents, other receivables, and accounts payable as the carrying values associated with these
instruments approximate their fair value since their maturities are less than one year.
Financial Assets
Marketable securities
Installment notes receivable on manufactured homes, net
Notes receivable from real estate developers
Total assets measured at fair value
Financial Liabilities
Debt
Lines of credit and other debt
Other liabilities (contingent consideration)
Total liabilities measured at fair value
December 31, 2020
December 31, 2019
Carrying Value
Fair Value
Carrying Value
Fair Value
Year Ended
$
$
$
$
124,726 $
124,726 $
94,727 $
85,866
52,638
85,866
52,638
95,580
18,960
94,727
95,580
18,960
263,230 $
263,230 $
209,267 $
209,267
3,514,879 $
3,613,797 $
3,250,504 $
3,270,544
1,242,197
15,842
1,242,197
15,842
183,898
6,134
183,898
6,134
4,772,918 $
4,871,836 $
3,440,536 $
3,460,576
Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation
methodologies, considerable judgment is required in interpreting market data to develop fair value estimates. The fair value estimates
are based on information available at December 31, 2020. As such, our estimates of fair value could differ significantly from the actual
carrying value.
16. Commitments and Contingencies
Legal Proceedings
We are involved in various legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not
expected to have a material adverse impact on our results of operations or financial condition.
F - 48
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. Leases
We lease land under non-cancelable operating leases at 33 properties expiring at various dates through year 2085. The majority of the
leases have terms requiring fixed payments plus additional rents based on a percentage of revenues at those properties. We also have
other operating leases, primarily office space and equipment expiring at various dates through 2026.
Lessee accounting
Future minimum lease payments under non-cancellable leases as of the year ended December 31, 2020 where we are the lessee
include:
Maturity of Lease Liabilities (in thousands)
2021
2022
2023
2024
2025
Thereafter
Total Lease Payments
Less: Imputed interest
Present Value of Lease Liabilities
Operating Leases
Finance Leases
Total
4,967 $
217 $
4,844
4,931
5,251
5,281
61,397
86,671 $
(36,707)
49,964 $
213
196
4,068
—
—
4,694 $
(360)
4,334 $
$
$
$
5,184
5,057
5,127
9,319
5,281
61,397
91,365
(37,067)
54,298
Right-of-use (ROU) assets and lease liabilities for finance and operating leases as included in our Consolidated Balance Sheets are as
follows (in thousands):
Description
Financial Statement
Classification
December 31, 2020
December 31, 2019
Lease Assets
ROU asset obtained in exchange for new finance lease liabilities
Investment property, net
ROU asset obtained in exchange for new operating lease liabilities
ROU asset obtained relative to below market operating lease
Lease Liabilities
Finance lease liabilities
Operating lease liabilities
Other assets, net
Other assets, net
Other liabilities
Other liabilities
$
$
$
$
$
4,350 $
48,419 $
27,614 $
4,334 $
49,964 $
4,081
23,751
28,366
4,081
24,222
Lease expense for finance and operating leases as included in our Consolidated Statements of Operations are as follows (in
thousands):
Description
Finance Lease Expense
Financial Statement Classification
December 31, 2020
December 31, 2019
Year Ended
Amortization of ROU assets
Interest expense
Interest on lease liabilities
Operating lease cost
Variable lease cost
Total Lease Expense
Description
Capital Lease Expense
Amortization of lease
Interest on lease liabilities
Operating lease expense
Below market ground lease
amortization expense
Total Lease Expense
Interest expense
General and administrative expense, Property operating and
maintenance
Property operating and maintenance
$
$
Financial Statement Classification
Interest expense
Interest expense
General and administrative expense, Property operating and maintenance
Property operating and maintenance
F - 49
33 $
104
4,255
2,328
6,720 $
17
103
3,474
1,584
5,178
Year Ended
December 31, 2018
$
$
16
104
3,310
821
4,251
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lease term, discount rates and additional information for finance and operating leases are as follows:
Lease Term and Discount Rate
Weighted-average Remaining Lease Terms (years)
Finance lease
Operating lease
Weighted-average Discount Rate
Finance lease
Operating lease
December 31, 2020
3.46
27.39
2.43 %
3.79 %
Other Information (in thousands)
Cash Paid For Amounts Included In The Measurement of Lease Liabilities
Operating cash flow from operating leases
Financing cash flow from finance leases
Total Cash Paid On Lease Liabilities
Lessor Accounting
December 31, 2020
December 31, 2019
December 31, 2018
Year Ended
$
$
2,712 $
137
2,849 $
2,199 $
120
2,319 $
3,340
120
3,460
We are not the lessor for any finance leases at our MH, RV or marina properties as of December 31, 2020.
Over 95 percent of our operating leases at our MH and RV properties, where we are the lessor are either month to month or for a time
period not to exceed one year. As of the reporting date, future minimum lease payments would not exceed 12 months.
Future minimum lease payments under non-cancellable leases at our marinas at year ended December 31, 2020 where we are the
lessor include:
Maturity of Lease Liabilities (in thousands)
Operating Leases
2021
2022
2023
2024
2025
Thereafter
Total Undiscounted Cash Flows
The components of lease income were as follows (in thousands):
Operating Leases
Lease income related to lease payments
Variable Lease Income
Description
$
$
9,476
5,402
3,357
1,895
1,078
2,553
23,761
Year Ended
December 31, 2020
$
$
2,075
423
F - 50
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. Related Party Transactions
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 less than one percent interest in American Center
LLC. Mr. Shiffman is our Chief Executive Officer and Chairman of the Board. Each of Mr. Hermelin, Mr. Klein and Mr. Weiss is a
director of the Company. Under this agreement, we lease approximately 103,100 rentable square feet of permanent space. We
subsequently entered into an additional office space operating lease which commenced in January 2020. Under this agreement, we
lease approximately 20,087 rentable square feet of permanent space. The initial term of each lease is until October 31, 2026 and the
average gross base rent is $18.95 per square foot until October 31, 2020 with graduated rent increases thereafter. As of December 31,
2020, the average gross base rent was $19.45 per square foot. Each of Mr. Shiffman, Mr. Hermelin, Mr. Klein and Mr. Weiss may
have a conflict of interest with respect to his obligations as our officer and / or director and his ownership interest in American Center
LLC.
Use of Airplane - Gary A. Shiffman is the beneficial owner of an airplane that we use from time to time for business purposes. During
the years ended December 31, 2020 and 2019, we paid $0.3 million and $0.4 million for the use of the airplane, respectively. Mr.
Shiffman may have a conflict of interest with respect to his obligations as our officer and director and his ownership interest in the
airplane.
Telephone Services - Brian M. Hermelin is a principal and a beneficial owner of an entity that installs and maintains emergency
telephone systems at our properties. During the years ended December 31, 2020 and 2019, we paid $0.2 million for these services,
respectively. Mr. Hermelin may have a conflict of interest with respect to his obligations as our director and his position with and
ownership interest in the provider of these services.
Legal Counsel - During 2018-2020, Jaffe, Raitt, Heuer, & Weiss, Professional Corporation acted as our general counsel and
represented us in various matters. Arthur A. Weiss is the Chairman of the Board of Directors and a shareholder of such firm. We
incurred legal fees and expenses owed to Jaffe, Raitt, Heuer, & Weiss of approximately $13.3 million, $11.1 million and $7.1 million
in the years ended December 31, 2020, 2019 and 2018, respectively.
Tax Consequences Upon Sale of Properties - Gary A. Shiffman holds limited partnership interests in the Operating Partnership which
were received in connection with the contribution of properties from partnerships previously affiliated with him. Prior to any
redemption of these limited partnership interests for our common stock, Mr. Shiffman will have tax consequences different from those
on us and our public stockholders upon the sale of any of these partnerships. Therefore, we and Mr. Shiffman may have different
objectives regarding the appropriate pricing and timing of any sale of those properties.
F - 51
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. Recent Accounting Pronouncements
Recent Accounting Pronouncements - Adopted
In April 2020, the FASB issued a Staff Question-and-Answer (Q&A) to clarify whether lease concessions related to the effects of
COVID-19 require the application of lease modification guidance under ASC Topic 842 “Leases.” The Q&A allows companies not to
apply the lease modification guidance to rent concessions that result in deferred rent where the total cash flows required by the
modified lease agreement are materially the same as the cash flows required under the original lease and the change to the lease did
not result in a substantial increase to the rights of the lessor or the obligations of the lessee. We adopted the guidance during the three
months ended June 30, 2020 for eligible residential lease concessions. The lease concessions that meet the criteria of the Q&A are
treated as if they were part of the enforceable rights and obligations of the parties under the existing lease contract. The amount of rent
concessions subject to the Q&A was $4.4 million.
In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments” (“CECL”). This update replaces the incurred loss impairment methodology in previous GAAP with a
methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable
information to inform credit loss estimates. The amendments in this update are effective for fiscal years beginning after December 15,
2019, including interim periods within those fiscal years. As of January 1, 2020, we adopted the fair value option for our installment
notes receivable on manufactured homes and the notes receivable within the GTSC joint venture which resulted in fair value
adjustments of $1.6 million and $0.3 million, respectively. We also adopted the fair value option on notes receivable from real estate
developers. The carrying values of those notes generally approximate their fair market values either due to the short-term nature of the
loan and / or the note being secured by underlying collateral and / or personal guarantees. The adoption of CECL had an immaterial
impact on our remaining financial instruments within the CECL scope. Refer to Note 4, “Notes and Other Receivables,” and Note
6, “Investments in Nonconsolidated Affiliates,” for additional detail.
In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)-
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract”—The
amendments in this update align requirements for capitalizing implementation costs in a hosting arrangement as a service contract with
internally developed software, and expense capitalized costs of the hosting arrangement over the term of the arrangement. Current
GAAP does not specifically address the accounting for implementation costs of a hosting arrangement that is a service contract.
Amendments in this update improve current GAAP as they clarify and align the accounting for implementation costs for hosting
arrangements, regardless of whether they convey a license to the hosted software. We adopted this guidance as of January 1, 2020.
The adoption of this ASU did not have a material impact on our financial statements.
Recent Accounting Pronouncements - Not Yet Adopted
In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform” (Topic 848) - Facilitation of the Effects of Reference
Rate Reform on Financial Reporting, which provides optional guidance for accounting for contracts, hedging relationships, and other
transactions affected by the reference rate reform, if certain criteria are met. The provisions of this standard are available for election
through December 31, 2022. We are currently evaluating the impact that ASU 2020-04 may have on our Consolidated Financial
Statements and related disclosures.
In August 2020, the FASB issued ASU 2020-06, Debt - “Debt with Conversion and Other Options” (Subtopic 470- 20) and
“Derivatives and Hedging - Contracts in Entity’s Own Equity” (Subtopic 815-40): “Accounting for Convertible Instruments and
Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with
characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible
preferred stock by removing the existing guidance in ASC 470-20, “Debt: Debt with Conversion and Other Options,” which requires
entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt
or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments
and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain
criteria required for equity classification; and (3) revises the guidance in ASC 260, “Earnings Per Share,” to require entities to
calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must
presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06
is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is
permitted, but no earlier than fiscal years beginning after December 15, 2020. We are currently evaluating the impact that ASU
2020-06 may have on our Consolidated Financial Statements and related disclosures.
F - 52
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20. Subsequent Events
Acquisition
Subsequent to the year ended December 31, 2020, we acquired a RV resort in Henderson, NY with 294 developed sites for a total
purchase price of $15.0 million.
Subsequent to the year ended December 31, 2020, we acquired a RV resort in Garden City, UT with 177 developed sites for a total
purchase price of $9.0 million.
Subsequent to the year ended December 31, 2020, we acquired an MH community for re-development in Bushnell, FL with 25
developed sites for a total purchase price of $1.3 million.
Subsequent to the year ended December 31, 2020, we acquired two marinas in Islamorado, FL with 251 wet slips and dry storage
spaces for a total purchase price of $18.0 million.
Reportable Segments
Effective January 1, 2021, we transitioned from a two-segment to a three-segment structure as a result of the recent acquisition of Safe
Harbor and its internal organization. The new structure will reflect how the chief operating decision maker manages the business,
makes operating decisions, allocates resources and evaluates operating performance. This structure will increase management
efficiency and better align our operations with our strategic initiatives. The reportable segments are Manufactured Homes, RV Resorts
and Safe Harbor Marinas. Beginning with the quarter ending March 31, 2021, our segment results will reflect the new segment
structure for all periods presented.
We have evaluated our Consolidated Financial Statements for subsequent events through the date that this Form 10-K was issued.
F - 53
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
The following tables set forth real estate and accumulated depreciation relating to our MH and RV properties.
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
$
— $
2,180 $
10,710 $ —
$
2,288 $
2,180 $
12,998 $
15,178 $
(1,791) 2017
10,280
1,485
24,558
26,043
(13,767) 2000
49’er Village RV Resort
Academy / West Point
Plymouth, CA
Canton, MI
Adirondack Gateway RV Resort &
Campground
Gansevoort, NY
Allendale Meadows Mobile Village
Allendale, MI
Alpine Meadows Mobile Village
Grand Rapids, MI
Alta Laguna
Apple Carr Village
Apple Creek
Arbor Terrace RV Park
Arbor Woods
Rancho
Cucamonga, CA
Muskegon, MI
Amelia, OH
Bradenton, FL
Ypsilanti, MI
Archview RV Resort & Campground
Moab, UT
Ariana Village
Arran Lake RV Resort & Campground
Augusta Village(4)
Austin Lone Star RV Resort
Autumn Ridge
Bahia Vista Estates
Baker Acres RV Resort
Beechwood
Bell Crossing
Big Timber Lake RV Camping Resort
Big Tree RV Resort
Birch Hill Estates(4)
Blazing Star
Blue Heron Pines
Blue Jay MH & RV Resort
Blue Star(8)
Blueberry Hill
Boulder Ridge
Lakeland, FL
Allenford, ON
Augusta, ME
Austin, TX
Ankeny, IA
Sarasota, FL
Zephyrhills, FL
Killingworth, CT
Clarksville, TN
Cape May Court
House, NJ
Arcadia, FL
Bangor, ME
San Antonio, TX
Punta Gorda, FL
Dade City, FL
Apache Junction,
AZ
Bushnell, FL
Pflugerville, TX
C
B
—
B
A
D
—
B
B
—
—
D
—
—
C
D
—
E
C
B
A
—
—
C
E
—
E
B
B
33,150
1,485
14,278
—
22,800
10,708
620
366
729
1,970
3,684
6,692
27,437
23,736
21,088
6,172
5,480
4,410
12,385
8,419
2,195
1,175
3,083
7,913
8,054
17,650
11,880
18,400
1,916
21,308
13,534
29,461
6,163
35,294
9,679
—
7,416
16,048
—
—
5,209
—
—
—
23,897
—
7,064
—
9,219
10,647
—
—
—
17,706
—
2,488
12,974
26,357
800
543
456
3,340
6,289
240
1,190
776
630
890
6,810
2,140
7,897
717
590
1,250
2,025
750
410
2,040
5,120
3,830
1,000
—
—
—
—
—
336
—
—
—
5
—
(3) (1)
—
—
(33) (3)
—
—
—
(13) (3)
—
—
—
—
—
—
2,609
10,002
9,714
1,725
21,342
3,064
5,760
11,485
690
1,961
451
—
2,254
7,003
2,809
2,898
465
8,078
2,708
2,725
—
2,056
5,590
2,019
12,720
(4,140)
(8)
3,240
500
—
3,324
(9,119)
4,016
58,709
F - 54
620
366
729
23,736
1,136
543
456
3,340
6,294
240
1,187
776
630
857
6,810
2,140
7,897
704
590
1,250
2,025
750
410
2,040
980
3,830
4,324
4,579
13,686
16,406
22,813
27,514
8,544
10,170
23,870
9,109
4,156
1,626
3,083
10,167
15,057
20,459
14,778
18,865
9,994
24,016
16,259
29,461
8,219
40,884
11,698
3,601
7,256
59,209
5,199
14,052
17,135
46,549
28,650
9,087
10,626
27,210
15,403
4,396
2,813
3,859
10,797
15,914
27,269
16,918
26,762
10,698
24,606
17,509
31,486
8,969
41,294
13,738
4,581
11,086
63,533
Acquired
(A) or
Constructed
(C)
(A)
(A)
(A)
(A)
(819) 2016
(8,827) 1996
(10,532) 1996
(A&C)
(3,591) 2016
(A)
(6,289) 2011
(A&C)
(4,891) 1999
(5,626) 1996
(4,101) 2017
(841) 2018
(2,501) 1994
(283) 2016
(56) 2020
(1,643) 2016
(8,560) 1996
(2,950) 2016
(2,294) 2016
(931) 2019
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(6,228) 1999
(A&C)
(6,657) 2013
(2,618) 2016
(519) 2020
(2,748) 2012
(A)
(A)
(A)
(A)
(7,245) 2015
(A&C)
(1,768) 2016
(747) 2014
(2,663) 2012
(15,513) 1998
(A)
(A)
(A)
(C)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Branch Creek Estates
Brentwood Estates
Brentwood Mobile Village
Brentwood West
Broadview Estates
Brook Ridge
Austin, TX
Hudson, FL
Kentwood, MI
Mesa, AZ
Davison, MI
Hooksett, NH
Brookside Mobile Home Village
Goshen, IN
Brookside Village
Buena Vista
Kentwood, MI
Buckeye, AZ
Buttonwood Bay MH & RV Resort
Sebring, FL
Byron Center Mobile Village
Byron Center, MI
Caliente Sands
Camelot Villa
Campers Haven RV Resort
Candlelight Manor
Canyonlands RV Resort &
Campground
Cape Cod RV Resort(4)
Cape May Crossing
Cape May KOA
Carolina Pines RV Resort
Carriage Cove
Carrington Pointe
Cathedral City,
CA
Macomb, MI
Dennisport, MA
South Daytona,
FL
Moab, UT
East Falmouth,
MA
Cape May, NJ
Cape May, NJ
Longs, SC
Sanford, FL
Ft. Wayne, IN
Castaways RV Resort & Campground
Berlin, MD
Cava Robles RV Resort
Paso Robles, CA
Cave Creek
Cedar Haven(4)
Cedar Springs
Central Park MH & RV Resort
Cherrywood
Chincoteague Island KOA RV Resort(2)
Evans, CO
Holden, ME
Southington, CT
Haines City, FL
Clinton, NY
Chincoteague, VA
D
E
E
D
A
C
—
D
—
D
A
—
A
D
—
—
—
—
C
—
E
B
A
—
B
—
C
C
C
—
22,823
5,721
10,083
28,298
4,722
—
—
6,670
—
31,106
3,180
—
16,159
16,012
—
—
—
—
—
—
16,380
19,775
20,167
—
24,269
—
—
—
—
—
—
—
—
—
—
—
386
—
—
—
—
—
—
—
—
1
—
—
—
694
—
(1) (3)
—
—
—
—
—
—
(135) (3)
—
796
1,150
385
3,716
9,359
3,592
13,620
24,202
749
959
260
170
9,190
1,952
253
1,930
910
14,260
6,089
5,971
1,080
5,564
14,363
18,294
2,402
6,710
21,211
11,915
3,140
3,867
3,661
7,415
3,677
10,829
270
650
5,900
6,050
1,076
14,320
1,396
2,241
2,520
2,899
2,600
662
5,750
1,693
7,736
—
21,235
3,632
22,277
—
15,343
10,489
10,253
10,405
9,629
13,836
F - 55
7,496
3,035
1,809
1,236
18,824
195
20,248
455
2,823
7,750
1,919
766
12,379
8,461
796
1,150
385
13,620
749
959
646
170
9,190
1,952
253
1,930
910
14,260
11,212
12,394
5,401
25,438
24,913
6,166
21,328
6,019
17,186
26,044
4,321
7,476
33,590
20,376
12,008
13,544
5,786
39,058
25,662
7,125
21,974
6,189
26,376
27,996
4,574
9,406
34,500
34,636
(6,888) 1995
(A&C)
(2,533) 2015
(3,634) 1996
(5,801) 2014
(A)
(A)
(A)
(13,373) 1996
(A&C)
(308) 2019
(A)
(11,038) 1985
(A&C)
(1,849) 2011
(1,064) 2019
(15,592) 2001
(2,853) 1996
(880) 2017
(9,710) 2013
(2,793) 2016
2,705
3,140
6,572
9,712
(1,006) 2016
3,662
8,082
11,744
(820) 2018
667
188
494
8,532
84,655
1,750
19,636
5,298
40,719
9,348
—
304
4,225
575
492
3,677
270
650
6,594
6,050
1,075
14,320
1,396
2,241
2,520
2,899
2,600
527
5,750
11,017
2,187
16,268
84,655
22,985
23,268
27,575
40,719
24,691
10,489
10,557
14,630
10,204
14,328
14,694
2,457
16,918
91,249
29,035
24,343
41,895
42,115
26,932
13,009
13,456
17,230
10,731
20,078
(337) 2020
(336) 2016
(4,901) 2013
(4,157) 2017
(A&C)
(5,103) 2014
(8,949) 1997
(7,359) 2014
(4,643) 2014
(10,713) 2004
(187) 2020
(516) 2019
(2,119) 2016
(486) 2019
(828) 2019
(A)
(A&C)
(A&C)
(C)
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Chisholm Point Estates
Chula Vista RV Resort(2)
Cider Mill Crossings
Cider Mill Village
Citrus Hill RV Resort
Clear Water Mobile Village
Club Naples
Club Wildwood
Coastal Estates(9)
Pflugerville, TX
Chula Vista, CA
Fenton, MI
Middleville, MI
Dade City, FL
South Bend, IN
Naples, FL
Hudson, FL
Hampstead, NC
Cobus Green Mobile Home Park
Osceola, IN
Colony in the Wood
Comal Farms
Compass RV Resort
Costa Vista(2)
Country Acres Mobile Village
Country Hills Village
Country Lakes
Port Orange, FL
New Braunfels,
TX
St. Augustine, FL
San Diego, CA
Cadillac, MI
Hudsonville, MI
Little River, SC
Country Meadows Mobile Village
Flat Rock, MI
Country Meadows Village
Caledonia, MI
Country Squire MH & RV Resort
Paisley, FL
Country Village Estates
Countryside Estates
Countryside Village of Atlanta
Countryside Village of Gwinnett
Countryside Village of Lake Lanier
Craigleith RV Resort & Campground
Creeks Crossing(5)
Creekwood Meadows
Crestwood
Crossroads
Crown Villa RV Resort(4)
Oregon City, OR
Mckean, PA
Lawrenceville,
GA
Buford, GA
Buford, GA
Clarksburg, ON
Uhland, TX
Burton, MI
Concord, NH
Aiken, SC
Bend, OR
Cutler Estates Mobile Village
Grand Rapids, MI
D
—
C
A
C
B
C
E
C
A
—
C
—
—
A
A
C
B
C
—
—
E
C
B
B
—
—
B
C
C
—
B
22,791
—
—
4,511
—
12,249
—
22,161
—
8,711
—
—
—
—
4,235
5,868
—
42,427
—
—
—
6,514
—
25,950
26,622
—
—
17,535
—
—
—
13,865
609
—
520
250
1,170
80
5,780
14,206
3,264
762
5,650
1,455
4,151
—
380
340
1,746
924
550
520
22,020
320
1,274
1,124
1,916
420
3,484
808
1,849
822
4,039
749
—
—
—
—
—
61
—
—
—
—
29
—
2
—
—
—
—
6,800
1,163
43,345
2,056
1,824
6,403
3,400
2,972
1,784
8,521
2,691
9,575
493
45,128
3,338
531
184
296
20,910
—
—
—
—
—
—
—
(1) (1)
—
404
—
—
—
—
6,889
2,502
580
3,021
11,733
2,179
7,514
723
3,282
14,870
300
3,833
—
3,588
5,286
—
1,568
3,590
2,422
1,270
4,952
21,275
6,469
7,037
26,828
1,732
10,480
—
3,495
3,861
5,522
7,583
5,555
1,719
42,615
11,610
10,957
9,539
16,357
705
2
2,043
22,367
3,675
13,303
6,941
F - 56
609
—
520
250
1,170
141
5,780
14,206
3,264
762
5,679
1,455
4,153
—
380
340
1,746
1,220
550
520
22,020
320
1,274
1,124
1,916
419
3,484
1,212
1,849
822
4,039
749
12,086
1,163
44,913
5,646
4,246
7,673
8,352
24,247
8,253
15,558
29,519
11,307
10,973
45,128
6,833
4,392
5,706
28,493
12,444
4,221
43,195
14,631
22,690
11,718
23,871
1,428
3,284
16,913
22,667
7,508
13,303
10,529
12,695
1,163
45,433
5,896
5,416
7,814
14,132
38,453
11,517
16,320
35,198
12,762
15,126
45,128
7,213
4,732
7,452
29,713
12,994
4,741
65,215
14,951
23,964
12,842
25,787
1,847
6,768
18,125
24,516
8,330
17,342
11,278
Acquired
(A) or
Constructed
(C)
(A&C)
(A&C)
(A&C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(6,863) 1995
(77) 2019
(11,407) 2011
(2,260) 2011
(588) 2016
(4,614) 1986
(3,055) 2011
(3,541) 2016
(358) 2019
(9,962) 1993
(2,438) 2017
(A&C)
(5,697) 2000
(A&C)
(1,003) 2018
(97) 2019
(4,564) 1996
(1,345) 2011
(280) 2019
(18,070) 1994
(3,205) 2011
(642) 2016
(2,280) 2019
(3,075) 2014
(A)
(A)
(A)
(A)
(A)
(A&C)
(A&C)
(A)
(A)
(A)
(8,035) 2004
(A&C)
(5,644) 2004
(12,453) 2004
(166) 2016
—
2019
(10,480) 1997
(1,125) 2019
(A)
(A)
(A)
(C)
(C)
(A)
(794) 2019
(A&C)
(244) 2020
(7,067) 1996
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Cypress Greens
Daytona Beach RV Resort
Deep Run
Lake Alfred, FL
Port Orange, FL
Cream Ridge, NJ
Deer Lake RV Resort & Campground
Huntsville, ON
Deerfield Run
Deerwood
Desert Harbor
Anderson, IN
Orlando, FL
Apache Junction,
AZ
Driftwood RV Resort & Campground
Clermont, NJ
Dunedin RV Resort
Dutton Mill Village
Eagle Crest
East Fork Crossing
East Village Estates
Egelcraft
El Capitan Canyon(4)
Ellenton Gardens RV Resort
Emerald Coast MH & RV Resort(2)
Fairfield Village
Farmwood Village
Fisherman’s Cove
Flamingo Lake RV Resort(4)
Forest Hill
Forest Meadows
Forest Springs(4)
Forest View
Dunedin, FL
Caledonia, MI
Firestone, CO
Batavia, OH
Washington Twp,
MI
Muskegon, MI
Goleta, CA
Ellenton, FL
Panama City
Beach, FL
Ocala, FL
Dover, NH
Flint Twp, MI
Jacksonville, FL
Southington, CT
Philomath, OR
Grass Valley, CA
Homosassa, FL
Fort Tatham RV Resort & Campground
Sylva, NC
Fort Whaley RV Resort & Campground Whaleyville, MD
Four Seasons
Elkhart, IN
Frenchtown Villa / Elizabeth Woods
Newport, MI
Friendly Village of La Habra
Friendly Village of Modesto
La Habra, CA
Modesto, CA
E
C
C
—
—
D
E
D
E
A
D
C
A
D
—
E
D
B
C
A
—
C
A
—
—
—
C
B
E
D
D
7,349
—
—
—
—
37,461
10,996
16,731
9,843
8,939
31,603
—
18,607
18,849
—
4,610
14,984
10,518
—
4,702
—
—
2,465
—
—
—
—
11,199
28,743
32,434
16,854
960
2,300
2,020
2,830
990
6,920
3,940
1,450
4,400
370
2,015
1,280
1,410
690
42,077
2,130
10,330
1,160
1,232
380
4,580
5,170
1,031
9,280
1,330
110
510
500
1,450
26,956
6,260
2,085
4,568
221
828
7,069
5,187
456
3,396
2,913
2,120
30,892
18,551
5,748
2,771
29
3,027
983
1,218
269
4,524
105
863
1,071
49
1,307
950
16,527
3,885
33,928
1,469
1,496
960
2,300
2,020
2,823
990
6,920
3,940
1,450
4,400
370
2,015
1,280
1,410
690
42,077
2,130
10,330
1,160
1,232
380
4,580
5,170
1,031
9,280
1,330
110
510
500
1,450
26,956
6,260
—
—
—
(7) (1)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
17,518
7,158
13,053
4,260
1,607
37,593
14,891
29,851
16,923
8,997
150
6,302
25,413
22,596
6,767
7,755
9,070
18,673
12,348
3,438
31,866
10,775
2,050
43,691
22,056
760
5,194
4,811
52,327
25,202
20,885
F - 57
19,603
11,726
13,274
5,088
8,676
20,563
14,026
15,294
7,911
9,666
(3,647) 2015
(1,741) 2016
(662) 2019
(800) 2016
(A)
(A)
(A)
(A)
(4,797) 1999
(A&C)
42,780
49,700
(8,438) 2015
15,347
33,247
19,836
11,117
31,042
24,853
31,161
25,367
6,796
10,782
10,053
19,891
12,617
7,962
5
1
31,971
11,638
3,121
43,740
23,363
1,710
21,721
8,696
86,255
26,671
22,381
19,287
34,697
24,236
11,487
33,057
26,133
32,571
26,057
48,873
12,912
20,383
21,051
13,849
8,342
36,551
16,808
4,152
53,020
24,693
1,820
22,231
9,196
87,705
53,627
28,641
(A)
(A)
(A)
(A)
(A)
(C)
(3,436) 2014
(8,254) 2014
(3,153) 2016
(3,726) 2011
(17,654) 1998
(13,008) 2000
(A&C)
(9,504) 2012
(6,015) 2014
(196) 2020
(1,713) 2016
(1,253) 2017
(3,715) 2015
(624) 2019
(5,506) 1993
(566) 2020
(553) 2019
(1,607) 1999
(804) 2020
(4,450) 2015
(279) 2016
(2,199) 2015
(4,652) 2000
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(18,795) 2014
(A&C)
(4,294) 2016
(3,389) 2016
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Friendly Village of Simi
Simi Valley, CA
Friendly Village of West Covina
West Covina, CA
Frontier Town RV Resort &
Campground
Gig Harbor RV Resort(4)
Berlin, MD
Gig Harbor, WA
Glen Ellis Family Campground
Glen, NH
Glen Haven RV Resort
Glen Laurel
Gold Coaster MH & RV Resort
Grand Bay
Grand Lakes RV Resort
Grand Mobile Estates
Zephyrhills, FL
Concord, NC
Homestead, FL
Dunedin, FL
Citra, FL
Grand Rapids, MI
Grand Oaks RV Resort & Campground
Cayuga, ON
Grove Beach
Grove Ridge RV Resort
Groves RV Resort
Gulfstream Harbor
Gulliver’s Lake RV Resort &
Campground
Gwynn’s Island RV Resort &
Campground
Hacienda Del Rio
Hamlin
Hancock Heights Estates(4)
Hannah Village
Hemlocks
Heritage
Hickory Hills Village
Hid'n Pines RV Resort
Hidden Ridge RV Resort
Hidden River RV Resort
Hidden Valley RV Resort &
Campground
High Point Park
Westbrook, CT
Dade City, FL
Ft. Myers, FL
Orlando, FL
Millgrove, ON
Gwynn, VA
Edgewater, FL
Webberville, MI
Hancock, ME
Lebanon, NH
Tilton, NH
Temecula, CA
Battle Creek, MI
Old Orchard
Beach, ME
Hopkins, MI
Riverview, FL
Normandale, ON
Frederica, DE
D
D
C
—
D
E
C
A
—
C
B
—
C
E
B
—
—
C
—
B
—
C
C
D
—
—
C
C
—
—
16,535
12,719
—
—
5,683
5,208
—
13,196
—
—
9,370
—
—
3,260
16,063
—
—
—
—
10,486
—
—
—
12,901
—
—
—
—
—
—
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
(2,661) 2016
(1,013) 2016
(12,034) 2015
(217) 2020
(432) 2019
(1,610) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(7,063) 2001
(A&C)
(5,847) 1997
(1,135) 2016
(3,103) 2012
(4,293) 1996
(926) 2016
(513) 2019
(1,189) 2016
(3,513) 1997
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
14,906
14,520
18,960
3,430
448
1,980
1,641
446
3,460
5,280
374
970
1,221
1,290
249
14,510
15,986
5,221
43,166
11,930
5,798
8,373
453
4,234
6,314
4,501
3,587
4,220
10,225
5,387
2,396
78,930
—
—
—
—
—
—
—
172
(3,086) (3)
(1,820) (3)
4,998
(3) (1)
—
—
—
—
1,002
979
—
5,282
1,672
11,783
6,524
1,197
4,964
4,891
2,554
61
2,162
4,523
5,703
32,642
18,960
Land
14,906
14,520
3,430
448
1,980
1,641
618
374
3,460
5,372
967
1,221
1,290
249
Depreciable
Assets
16,988
6,200
75,808
11,930
11,080
10,045
12,236
10,758
7,511
9,465
8,478
6,774
10,286
7,549
6,919
Total
31,894
20,720
94,768
15,360
11,528
12,025
13,877
11,376
7,885
12,925
13,850
7,741
11,507
8,839
7,168
2,950
2,950
(8) (1)
1,292
2,942
4,242
7,184
(615) 2016
14,510
84,633
99,143
(15,937) 2015
760
33,309
125
750
365
1,016
13,200
760
1,956
440
3,950
2,610
898
—
—
536
—
—
—
—
—
—
—
—
(7) (1)
(42) (3)
595
80,310
1,675
9,381
4,705
7,151
7,877
7,697
10,020
893
6,376
4,170
7,031
F - 58
1,842
2,707
13,242
—
65
140
1,123
2,389
988
4,584
5,669
2,005
7,616
760
33,309
661
750
365
1,016
13,200
760
1,956
440
3,950
2,603
856
2,437
83,017
14,917
9,381
4,770
7,291
9,000
10,086
11,008
5,477
12,045
6,175
14,647
3,197
116,326
(785) 2013
(4,255) 2019
15,578
10,131
5,135
8,307
22,200
10,846
12,964
5,917
15,995
8,778
15,503
(7,882) 1984
(A&C)
(165) 2020
(240) 2019
(367) 2019
(1,443) 2016
(3,548) 2011
(619) 2019
(1,136) 2011
(1,703) 2016
(890) 2016
(7,321) 1997
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Highland Green Estates(4)
Highland, MI
—
Hill Country Cottage and RV Resort
Hillcrest
Holiday Park Estates(4)
Holiday West Village
Holly Forest Estates
Holly Village / Hawaiian Gardens
Homosassa River RV Resort
Horseshoe Cove RV Resort
Hunters Crossing
Hunters Glen
Hyde Park
Indian Creek Park
Indian Creek RV & Camping Resort
Indian Wells RV Resort
Island Lakes
Jellystone Park™ at Barton Lake(4)
New Braunfels,
TX
Uncasville, CT
Bangor, ME
Holland, MI
Holly Hill, FL
Holly, MI
Homosassa
Springs, FL
Bradenton, FL
Capac, MI
Wayland, MI
Easton, MD
Ft. Myers Beach,
FL
Geneva on the
Lake, OH
Indio, CA
Merritt Island, FL
Fremont, IN
Jellystone Park™ at Birchwood Acres
MH & RV Resort
Greenfield Park,
NY
Jellystone Park™ at Gardiner
Gardiner, NY
Jellystone Park™ at Golden Valley
Bostic, NC
Jellystone Park™ at Guadalupe River
Kerrville, TX
Jellystone Park™ at Hill Country
Canyon Lake, TX
Jellystone Park™ at Larkspur
Jellystone Park™ at Luray
Larkspur, CO
East Luray, VA
Jellystone Park™ at Maryland
Williamsport, MD
Jellystone Park™ at Memphis
Jellystone Park™ at Natural Bridge(4)
Jellystone Park™ at Quarryville
Jellystone Park™ at Tower Park(2)
Horn Lake, MS
Natural Bridge
Station, VA
Quarryville, PA
Lodi, CA
C
C
B
B
D
B
C
E
C
C
C
D
C
D
D
—
A
—
—
—
—
—
—
—
A
—
—
—
—
—
—
8,800
13,800
24,279
19,431
—
19,456
—
—
—
3,109
38,038
3,790
10,670
1,125
340
920
1,514
1,520
9,466
430
1,102
6,585
27,200
9,607
13,940
8,067
8,376
13,596
5,020
32,612
1,092
11,926
18,256
60,776
3,832
34,660
—
11,266
11,287
—
3,740
—
—
—
—
—
—
—
2,701
—
—
—
420
2,880
700
—
560
873
4,829
2,519
1,991
1,880
3,164
2,096
889
902
3,882
2,560
20,791
19,470
6,431
—
5,527
28,406
4,260
23,939
20,709
5,521
29,588
23,737
6,846
11,682
33,781
29,819
F - 59
—
—
—
—
—
—
—
—
—
—
—
—
—
(5) (3)
—
—
—
—
—
(9) (3)
(2) (3)
—
—
(1) (3)
—
3
—
—
(1) (3)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
(A)
88
3,109
38,126
41,235
(696) 2020
(A)
(5,482) 2016
(A&C)
3,995
774
—
460
1,289
8,457
3,014
3,751
1,309
16,714
708
3,790
10,670
1,125
340
920
1,514
1,520
9,466
430
1,102
6,585
31,195
10,381
13,940
8,527
9,665
22,053
8,034
36,363
2,401
28,640
18,964
34,985
21,051
15,065
8,867
10,585
23,567
9,554
45,829
2,831
29,742
25,549
(489) 2019
(249) 2020
(2,690) 2011
(6,954) 1997
(10,166) 2004
(1,208) 2016
(5,786) 2016
(676) 2012
(11,539) 2004
(914) 2019
13,856
3,832
48,516
52,348
(33,687) 1996
9,132
6,289
1,110
24,046
9,986
6,254
35,198
3,588
2,273
90,570
1,866
3,058
243
402
2,142
12,877
415
2,880
700
—
560
873
4,820
2,517
1,991
1,880
3,163
2,096
892
902
3,882
2,559
29,923
25,759
7,541
24,046
15,513
34,660
39,458
27,527
22,982
96,091
31,454
26,795
7,089
12,084
35,923
42,696
30,338
28,639
8,241
24,046
16,073
35,533
44,278
30,044
24,973
97,971
34,617
28,891
7,981
12,986
39,805
45,255
(7,382) 2013
(A&C)
(3,668) 2016
(5,715) 1995
(460) 2020
(4,288) 2013
(3,661) 2018
(A)
(A)
(A)
(A)
(A)
(2,764) 2018
(A&C)
(3,053) 2018
(2,204) 2018
(A)
(A)
(2,616) 2016
(A&C)
(3,300) 2018
(2,819) 2018
(749) 2018
(221) 2020
(3,757) 2018
(3,882) 2018
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Jellystone Park™ of Western New
York
Kensington Meadows
Kimberly Estates
North Java, NY
Lansing, MI
Newport, MI
King’s Court Mobile Village
Traverse City, MI
King’s Lake
Kings Manor
King’s Pointe
Kissimmee Gardens
DeBary, FL
Lakeland, FL
Lake Alfred, FL
Kissimmee, FL
Kissimmee South MH & RV Resort
Kittatinny Campground & RV Resort(4)
Davenport, FL
Barryville, NY
Knollwood Estates
La Casa Blanca
La Costa Village
La Hacienda RV Resort
Lafayette Place
Allendale, MI
Apache Junction,
AZ
Port Orange, FL
Austin, TX
Warren, MI
Lafontaine RV Resort & Campground
Tiny, ON
Lake Avenue RV Resort &
Campground
Lake in Wood RV Resort
Lake Josephine RV Resort
Lake Juliana Landings
Lake Pointe Village
Lake Rudolph Campground & RV
Resort
Lake San Marino RV Park
Lakefront
Lakeland RV Resort
Lakeshore Landings
Lakeshore Villas
Lakeside
Lakeside Crossing
Lakeview
Lakeview CT
Cherry Valley,
ON
Narvon, PA
Sebring, FL
Auburndale, FL
Mulberry, FL
Santa Claus, IN
Naples, FL
Lakeside, CA
Lakeland, FL
Orlando, FL
Tampa, FL
Terryville, CT
Conway, SC
Ypsilanti, MI
Danbury, CT
A
B
C
B
D
—
B
—
—
—
B
—
D
C
A
—
—
A
C
—
D
A
B
D
C
D
—
C
D
—
C
6,398
17,725
—
64,950
8,682
—
7,704
—
—
—
9,225
—
50,166
—
13,183
—
—
9,850
—
—
17,882
16,432
23,038
26,146
—
13,028
—
—
12,647
—
—
870
250
1,250
1,473
280
2,270
510
3,270
3,740
—
400
4,370
3,640
3,670
669
1,290
670
7,360
490
335
480
2,340
650
21,556
1,730
2,570
3,080
1,278
3,520
1,156
2,545
7,269
9,663
11,998
22,744
3,097
5,592
548
1,685
5,099
16,381
3,364
695
2,276
1,024
8,090
2,634
1,071
3,163
1,731
1,913
591
11,465
6,064
1,124
3,290
1,659
1,197
77
14,791
8,139
523
870
250
1,250
1,742
280
2,270
510
3,270
3,740
—
400
4,370
3,640
3,670
669
1,287
668
7,360
490
335
480
2,340
650
21,556
1,730
2,570
3,080
1,278
3,520
1,155
2,545
16,153
12,362
18,158
36,526
5,639
11,170
17,311
16,087
11,918
16,381
7,425
14,837
64,591
23,249
14,069
4,709
2,361
10,260
4,561
4,961
17,023
12,612
19,408
38,268
5,919
13,440
17,821
19,357
15,658
16,381
7,825
19,207
68,231
26,919
14,738
5,996
3,029
17,620
5,051
5,296
30,386
30,866
39,578
11,824
18,564
8,814
21,140
20,180
3,522
46,406
19,042
9,407
41,918
12,474
40,120
10,544
23,710
23,260
4,800
49,926
20,197
11,952
(5,107) 2013
(A)
(7,769) 1995
(A&C)
(3,858) 2016
(A)
(15,198) 1996
(A&C)
(3,835) 1994
(1,887) 2016
(3,263) 2015
(2,486) 2016
(1,687) 2016
(314) 2020
(4,222) 2001
(3,351) 2014
(12,131) 2015
(5,367) 2015
(8,443) 1998
(564) 2016
(331) 2016
(3,081) 2012
(477) 2016
(3,514) 1994
(5,688) 2015
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(11,988) 2014
(A&C)
(6,560) 1996
(2,944) 2016
(1,287) 2016
(4,710) 2014
(3,767) 2015
(173) 2019
(A)
(A)
(A)
(A)
(A)
(A)
(7,116) 2015
(A&C)
(9,635) 2004
(456) 2019
(A)
(A)
—
—
—
269
—
—
—
—
—
—
—
—
—
—
—
(3) (1)
(2) (1)
—
—
—
—
—
—
—
—
—
—
—
—
(1) (3)
—
8,884
2,699
6,160
13,782
2,542
5,578
16,763
14,402
6,819
—
4,061
14,142
62,315
22,225
5,979
2,075
1,290
7,097
2,830
3,048
29,795
28,113
5,760
17,440
5,524
19,481
18,983
3,445
31,615
10,903
8,884
F - 60
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Property Name
Lakeview Mobile Estates(4)
Lamplighter
Laurel Heights
Lazy J Ranch
Leaf Verde RV Resort
Leisure Point Resort
Leisure Village
Lemon Wood
Liberty Farm
Lincoln Estates
Lone Star Jellystone Park(4)
Yucaipa, CA
Port Orange, FL
Uncasville, CT
Arcata, CA
Buckeye, AZ
Millsboro, DE
Belmont, MI
Ventura, CA
Valparaiso, IN
Holland, MI
Waller, TX
Long Beach RV Resort & Campground
Barnegat, NJ
Lost Dutchman(8)
Majestic Oaks RV Resort
Maple Brook
Maplewood Manor
Marco Naples RV Resort
Marina Cove
Massey's Landing RV Resort
Meadow Lake Estates
Meadowbrook
Meadowbrook Estates
Meadowbrook Village
Meadowlands of Gibraltar
Menifee Development(5)
Merrymeeting
Mi-Te-Jo Campground
Mill Creek MH & RV Resort
Millwood
Moab Valley RV Resort &
Campground
Mountain View
Mouse Mountain RV Resort(4)
Apache Junction,
AZ
Zephyrhills, FL
Matteson, IL
Brunswick, ME
Naples, FL
Uncasville, CT
Millsboro, DE
White Lake, MI
Charlotte, NC
Monroe, MI
Tampa, FL
Gibraltar, MI
Menifee, CA
Brunswick, ME
Milton, NH
Kissimmee, FL
Uncasville, CT
Moab, UT
Mesa, AZ
Davenport, FL
—
B
C
—
—
—
—
D
C
—
—
—
E
E
D
E
—
C
—
—
C
A
B
B
—
C
—
—
C
—
B
—
—
7,142
—
—
—
—
—
—
1,330
1,678
7,100
3,417
3,628
360
18,994
19,540
—
—
—
—
3,790
4,370
41,166
7,725
—
—
—
—
—
12,825
11,482
17,625
—
—
—
—
—
—
10,514
—
66
455
1,767
710
—
3,940
8,460
1,770
2,790
262
2,755
1,188
1,310
431
519
640
2,258
250
1,416
1,400
2,425
3,693
5,490
—
—
12,846
693
6,838
8,437
41,291
8,219
6,918
1,201
4,201
19,361
3,414
—
—
—
—
12
—
113
—
116
—
—
—
23,976
1,008
47
524
899
297
2,408
1,244
4,518
2,031
4
1,421
—
4,140
14,539
2,081
846
1,566
4,823
9
15,592
7,995
12,908
16,738
1,273
4,418
1,156
1,050
4,010
4,484
655
1,797
627
15,652
62
—
—
—
—
2,224
127
—
379
—
—
—
—
—
—
—
1
—
—
4,725
48,865
12,982
10,458
365
17,948
11,498
6,570
3,320
4,728
7,673
—
1,020
7,580
4,839
8
8,732
12,325
—
F - 61
—
1,330
1,678
7,100
3,429
3,628
473
19,540
182
455
1,767
710
4,140
4,002
8,460
1,770
2,790
262
4,979
1,315
1,310
810
519
640
2,258
250
1,416
1,400
2,425
3,694
5,490
—
23,976
13,854
740
7,362
9,336
41,588
10,627
8,162
5,719
6,232
19,365
4,835
14,539
6,806
49,711
14,548
15,281
374
33,540
19,493
19,478
20,058
6,001
12,091
1,156
2,070
11,590
9,323
663
10,529
12,952
15,652
23,976
15,184
2,418
14,462
12,765
45,216
11,100
27,702
5,901
6,687
21,132
5,545
18,679
10,808
58,171
16,318
18,071
636
38,519
20,808
20,788
20,868
6,520
12,731
3,414
2,320
13,006
10,723
3,088
14,223
18,442
15,652
(435) 2020
(2,579) 2015
(35) 2019
(893) 2017
(828) 2018
(2,140) 2019
(2,962) 2011
(1,299) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(3,151) 1985
(A&C)
(4,061) 1996
(361) 2020
(729) 2016
(3,300) 2014
(1,178) 2016
(11,091) 2014
(3,136) 2014
(2,158) 2016
(18) 2019
(1,310) 2019
(14,558) 1994
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(10,479) 2000
(A&C)
(11,970) 1986
(4,704) 1994
(2,760) 2015
—
2020
(510) 2014
(1,167) 2018
(1,386) 2016
(A)
(A)
(A)
(C)
(A)
(A)
(A)
(12) 2019
(A&C)
(931) 2018
(2,923) 2014
(220) 2020
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Napa Valley
Naples RV Resort
New England Village
New Point RV Resort
New Ranch
North Lake Estates
North Point Estates
Northville Crossing
Oak Creek
Oak Crest
Oak Grove
Oak Island Village
Oak Ridge
Oakview Estates
Oakwood Village
Ocean Breeze Jensen Beach MH & RV
Resort
Ocean Breeze MH & RV Resort(6)
Ocean Mesa RV Resort(4)
Ocean Pines
Ocean West
Napa, CA
Naples, FL
Westbrook, CT
New Point, VA
Clearwater, FL
Moore Haven, FL
Pueblo, CO
Northville, MI
Coarsegold, CA
Austin, TX
Plainville, CT
East Lansing, MI
Manteno, IL
Arcadia, FL
Miamisburg, OH
Jensen Beach, FL
Marathon, FL
Goleta, CA
Garden City, SC
McKinleyville,
CA
Oceanside RV Resort & Campground
Coos Bay, OR
Orange City MH & RV Resort
Orange Tree Village
Orchard Lake
Paddock Park South
Orange City, FL
Orange City, FL
Milford, OH
Ocala, FL
Palm Creek Golf & RV Resort
Casa Grande, AZ
Palm Key Village
Palm Village
Palos Verdes Shores MH & Golf
Community(2)
Pandion Ridge RV Resort
Park Place
Davenport, FL
Bradenton, FL
San Pedro, CA
Orange Beach, AL
Sebastian, FL
D
B
C
C
—
C
—
B
B
B
C
B
D
—
B
C
—
—
C
B
—
B
D
C
—
D
D
—
D
—
—
18,625
6,597
—
—
—
—
—
16,869
8,732
21,439
—
16,447
29,578
—
31,451
—
—
—
—
4,562
—
11,172
10,049
—
—
94,720
15,620
—
24,870
—
—
17,740
11,675
3,640
4,188
1,550
2,270
4,150
1,582
1,236
4,760
4,311
1,004
320
1,090
850
1,964
19,026
2,330
15,962
7,623
5,040
2,718
920
283
395
630
11,836
3,840
2,970
—
12,719
1,360
2,020
1,444
5,259
2,723
3,486
3,027
29,564
11,185
12,611
1,660
6,843
36,941
3,881
6,401
13,862
1,770
6,200
35,333
4,413
3,244
5,540
2,530
4,025
6,601
76,143
15,661
2,849
21,815
7,515
48,678
F - 62
—
—
—
—
—
—
1
—
—
1,108
2,512
25
4,584
1,518
2,137
4,014
6,312
2,084
4,365
23,610
16
3,229
4,070
1,446
13,682
30,032
5,076
4
423
694
1,361
5,632
1,361
3,121
1,900
—
—
—
—
(1) (3)
—
—
—
—
349
1
—
15
(15) (3)
—
—
—
—
—
906
67
17,740
12,783
30,523
3,640
4,188
1,550
2,270
4,150
1,583
1,236
4,760
8,676
1,004
320
1,090
850
1,963
19,026
2,330
15,962
7,623
5,389
2,719
920
298
380
630
4,532
1,469
9,843
4,241
5,623
7,041
35,876
13,269
36,221
1,676
10,072
41,011
5,327
20,083
43,894
6,846
6,204
35,756
5,107
4,605
11,172
3,891
7,146
8,501
8,172
5,657
11,393
6,511
9,773
8,624
37,112
18,029
44,897
2,680
10,392
42,101
6,177
22,046
62,920
9,176
22,166
43,379
10,496
7,324
12,092
4,189
7,526
9,131
(2,040) 2016
(1,437) 2011
(73) 2019
(3,022) 2013
(588) 2016
(2,132) 2011
(3,919) 2001
(12,041) 2012
(2,948) 2014
(10,347) 2002
(83) 2019
(3,480) 2011
(9,425) 2014
(794) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
(A)
(C)
(A)
(A)
(A)
(A)
(12,448) 1998
(A&C)
(5,296) 2016
(A&C)
(270) 2016
(128) 2020
(2,219) 2019
(583) 2017
(445) 2018
(2,683) 2011
(2,908) 1994
(3,628) 1999
(1,279) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
25,046
11,836
101,189
113,025
(31,816) 2012
(A&C)
895
1,815
2,451
526
3,337
3,840
2,970
—
13,625
1,427
16,556
4,664
24,266
8,041
52,015
20,396
7,634
24,266
21,666
53,442
(3,203) 2015
(664) 2016
(3,660) 2016
(447) 2019
(9,535) 2015
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Park Royale
Parkside Village
Pebble Creek
Pecan Branch
Pecan Park RV Resort
Pelican Bay
Pelican RV Resort & Marina
Pembroke Downs
Peter’s Pond RV Resort
Petoskey KOA RV Resort
Petoskey RV Resort
Pheasant Ridge
Pickerel Park RV Resort &
Campground
Pin Oak Parc
Pine Hills
Pine Ridge
Pine Trace
Pinebrook Village
Pismo Dunes RV Resort
Pleasant Lake RV Resort
Pony Express RV Resort &
Campground
Pinellas Park, FL
Cheektowaga, NY
Greenwood, IN
Georgetown, TX
Jacksonville, FL
Micco, FL
Marathon, FL
Chino, CA
Sandwich, MA
Petoskey, MI
Petoskey, MI
Lancaster, PA
Napanee, ON
O’Fallon, MO
Middlebury, IN
Prince George,
VA
Houston, TX
Kentwood, MI
Pismo Beach, CA
Bradenton, FL
North Salt Lake,
UT
Presidential Estates Mobile Village
Hudsonville, MI
Rainbow MH & RV Resort
Rainbow Village of Largo
Rainbow Village of Zephyrhills
Rancho Alipaz(2)
Rancho Caballero
Rancho Mirage
Red Oaks MH & RV Resort(2)
Regency Heights
Frostproof, FL
Largo, FL
Zephyrhills, FL
San Juan
Capistrano, CA
Riverside, CA
Apache Junction,
AZ
Bushnell, FL
Clearwater, FL
D
—
C
C
—
D
C
D
C
—
—
B
—
—
A
B
—
—
D
E
—
B
A
E
D
D
D
—
—
D
15,291
—
—
—
—
6,400
—
10,659
—
—
—
41,341
—
—
2,571
11,544
—
—
19,381
12,364
—
23,007
4,430
8,883
9,040
12,678
15,263
—
—
27,045
670
550
1,030
1,379
2,000
470
4,760
9,560
4,700
214
230
2,044
900
1,038
72
405
2,907
130
11,070
5,220
3,429
680
1,890
4,420
1,800
29,046
10,402
5,074
—
5,000
10,543
4,742
7,269
22,840
8,676
3,270
19,279
2,125
3,250
544
2,397
17,169
5,692
10,190
20,403
4,643
6,314
5,682
12,529
9,884
—
—
—
235
1,420
—
—
—
—
652
—
—
(2) (1)
467
60
1
(212) (3)
—
—
—
1
—
—
—
—
—
2,856
16,168
16,560
12,446
7,510
5,180
11,330
22,238
20,499
15,734
—
—
—
—
F - 63
527
359
11,442
20,386
11,158
1,703
1,906
843
4,046
1,940
4,773
1,041
2,026
15,848
3,703
25,028
15,106
1,604
1,436
3,807
485
5,801
4,688
3,752
2,263
918
1,345
977
6,189
2,677
670
550
1,030
1,614
3,420
470
4,760
9,560
4,700
866
230
2,044
898
1,505
132
406
2,695
130
11,070
5,220
3,430
680
1,890
4,420
1,800
16,168
16,560
7,510
5,180
11,330
29,573
10,761
16,516
20,386
16,158
12,246
6,648
8,112
26,886
10,616
8,043
20,320
4,151
19,098
4,247
27,425
32,275
7,296
11,626
24,210
5,128
12,115
10,370
16,281
12,147
3,774
13,791
23,215
26,688
18,411
30,243
11,311
17,546
22,000
19,578
12,716
11,408
17,672
31,586
11,482
8,273
22,364
5,049
20,603
4,379
27,831
34,970
7,426
22,696
29,430
8,558
12,795
12,260
20,701
13,947
19,942
30,351
30,725
31,868
29,741
(5,567) 2015
(2,397) 2014
(A)
(A)
(7,714) 2000
(A&C)
(4,084) 1999
(C)
(1,382) 2016
(A&C)
(2,379) 2015
(1,183) 2016
(1,209) 2016
(8,569) 2013
(877) 2018
(1,244) 2016
(12,101) 2002
(598) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(10,369) 1994
(A&C)
(2,601) 1980
(A)
(6,656) 1986
(15,446) 2004
(2,516) 2011
(1,382) 2017
(3,824) 2016
(592) 2018
(7,711) 1996
(3,402) 2012
(2,673) 2016
(1,930) 2016
(582) 2016
(2,072) 2016
(5,148) 2014
(4,167) 2016
(2,672) 2016
(A&C)
(A&C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Reserve at Fox Creek
Reunion Lake RV Resort
Richmond Place
Riptide RV Resort & Marina
River Haven Village
River Pines
River Ranch
River Ridge Estates
River Run
Riverside Club
Riverside Drive Park(4)
Riverside Village(4)
Bullhead City, AZ
Ponchatoula, LA
Richmond, MI
Key Largo, FL
Grand Haven, MI
Nashua, NH
Austin, TX
Austin, TX
Granby, CO
Ruskin, FL
Augusta, ME
Jensen Beach, FL
Rock Crusher Canyon RV Resort
Crystal River, FL
Rolling Hills
Roxbury Park
Royal Country
Royal Palm Village
Royal Palms MH & RV Resort(2)
Rudgate Clinton
Rudgate Manor
Saco / Old Orchard Beach KOA
Saddle Oak Club
Saddlebrook
San Pedro RV Resort & Marina(6)
Sandy Lake MH & RV Resort
Saralake Estates
Savanna Club
Scio Farms Estates
Sea Air Village
Sea Breeze MH & RV Resort(6)
Storrs, CT
Goshen, IN
Miami, FL
Haines City, FL
Cathedral City,
CA
Clinton Township,
MI
Sterling Heights,
MI
Saco, ME
Ocala, FL
San Marcos, TX
Islamorada, FL
Carrolton, TX
Sarasota, FL
Port St. Lucie, FL
Ann Arbor, MI
Rehoboth Beach,
DE
Islamorada, FL
D
—
B
—
—
C
C
B
—
D
—
—
C
C
—
E
E
—
A
A
C
D
—
—
—
—
D
B
—
—
15,562
—
6,400
—
—
—
—
39,509
—
39,050
—
—
—
—
—
58,500
11,079
1,950
7,726
501
2,440
1,800
2,739
4,690
3,201
8,642
1,600
1,177
4,623
420
3,960
1,057
2,290
1,730
20,074
16,146
2,040
991
16,967
37,802
843
15,090
—
66,207
12,084
—
5,542
3,755
9,870
20,758
27,446
—
—
21,660
24,623
1,090
23,664
14,733
—
19,529
—
—
—
—
65,825
55,561
—
—
1,440
790
730
1,703
3,110
730
6,540
12,810
2,300
1,207
7,390
31,110
3,576
6,743
11,843
2,416
17,837
11,403
79,887
22,659
10,179
4,616
F - 64
—
—
(31) (3)
—
—
—
182
—
130
—
—
—
168
—
1
—
—
—
—
—
—
—
—
—
—
—
—
(11) (3)
—
2,312
1,950
7,726
470
2,440
1,800
2,739
4,872
3,201
8,772
1,600
1,177
4,623
588
3,960
1,058
2,290
1,730
21,443
17,647
5,688
2,827
34,944
38,314
41,348
22,704
23,393
25,373
6,158
5,267
36,744
41,053
46,220
25,905
(4,790) 2014
(940) 2019
(2,902) 1998
(441) 2016
(16,105) 2001
(1,904) 2019
(A)
(A)
(A)
(A)
(A)
(A)
(13,126) 2000
(A&C)
(12,523) 2002
118,304
127,076
(3,489) 2018
76,079
12,084
—
10,270
4,374
15,101
23,890
31,683
77,679
13,261
4,623
10,858
8,334
16,159
26,180
33,413
(13,449) 2015
(216) 2020
—
2020
(1,900) 2015
(188) 2019
(8,177) 2001
(19,681) 1994
(6,007) 2015
1,369
1,501
3,648
1,836
17,977
512
40,505
7,614
118,304
9,872
—
—
4,728
619
5,231
3,132
4,237
2,453
—
24,113
24,113
(3,581) 2016
10,537
1,090
34,201
35,291
(10,599) 2012
13,997
5,450
1,879
26,873
(555)
1,718
1,232
573
16,242
2,656
289
1,440
45,107
46,547
(13,780) 2012
790
730
1,703
3,110
730
6,540
12,810
2,289
1,207
9,702
9,026
8,622
38,716
1,861
19,555
12,635
80,460
38,901
12,835
4,905
9,816
9,352
40,419
4,971
20,285
19,175
93,270
41,190
14,042
14,607
(2,461) 2014
(6,607) 1995
(13,991) 2002
(4) 2016
(3,007) 2016
(1,970) 2016
(15,192) 2015
(26,430) 1995
(7,409) 1997
(13) 2016
(C)
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
(A)
(A)
(A&C)
(A&C)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Seaport RV Resort
Old Mystic, CT
Seashore Campsites & RV Resort
Cape May, NJ
Serendipity
Settler’s Rest RV Resort
Shadow Wood Village
Shady Pines MH & RV Resort
Shady Road Villas
Sheffield Estates
Shelby Forest
Shelby West
North Fort Myers,
FL
Zephyrhills, FL
Hudson, FL
Galloway
Township, NJ
Ocala, FL
Auburn Hills, MI
Shelby Twp, MI
Shelby Twp, MI
Shell Creek RV Resort & Marina
Punta Gorda, FL
Shenandoah Acres Family
Campground(4)
Sherkston Shores Beach Resort &
Campground
Siesta Bay RV Park
Silver Birches RV Resort &
Campground
Silver Creek RV Resort
Silver Springs
Sky Harbor
Skyline
Stuarts Draft, VA
Sherkston, ON
Ft. Myers, FL
Lambton Shores,
ON
Mears, MI
Clinton Township,
MI
Cheektowaga, NY
Fort Collins, CO
Slickrock RV Resort & Campground
Moab, UT
Smith Creek Crossing
Granby, CO
Southern Charm MH & RV Resort
Zephyrhills, FL
Southern Hills / Northridge Place
Stewartville, MN
Southern Palms
Southern Pines
Ladson, SC
Bradenton, FL
Southport Springs Golf & Country Club Zephyrhills, FL
Southside Landing
Southwood Village
Cambridge, MD
Grand Rapids, MI
Spanish Main MH & RV Resort
Thonotasassa, FL
C
D
—
C
—
—
—
C
—
—
E
—
—
B
—
—
B
A
E
—
—
E
E
C
—
D
C
—
—
120
1,030
1,160
1,760
4,520
1,060
450
778
4,050
5,676
2,200
290
23,228
23,522
7,685
3,898
3,768
2,819
7,165
42,362
38,933
9,662
—
—
—
15,030
—
—
—
—
—
—
—
—
6,286
—
—
65,019
—
—
6,667
13,459
9,683
—
—
11,524
7,423
—
—
22,750
2,051
880
605
861
2,318
2,260
—
1,395
4,940
360
2,351
1,710
33,891
15,060
—
—
—
1,004
300
2,390
97,164
18,549
1,540
7,014
16,595
24,253
12,120
—
—
17,366
12,723
9,441
3,337
17,229
2,535
11,517
8,159
F - 65
—
—
—
—
664
—
—
—
—
—
—
—
378
5
(2) (1)
3
—
—
—
3,188
20
—
—
—
—
—
—
—
—
17,132
—
17,132
17,132
(242) 2020
120,897
144,025
(17,006) 2016
23,861
25,917
(17,278) 1996
2,570
3,135
3,828
2,108
8,520
1,330
3,762
2,887
462
251
3,198
120
1,030
1,160
1,760
5,184
1,060
450
778
4,050
5,676
2,200
2,860
26,363
27,350
9,793
12,418
5,098
6,581
10,052
42,824
39,184
12,860
Total
2,980
27,393
28,510
11,553
17,602
6,158
7,031
10,830
46,874
44,860
15,060
23,733
5,312
577
1,122
3,540
6,278
942
7,702
29,777
2,888
12,372
224
1,336
4,025
645
1,647
5,156
23,128
2,056
878
608
861
2,318
2,260
3,188
1,415
4,940
360
2,351
1,710
15,060
1,004
300
2,390
2,117
8,136
20,135
30,531
13,062
7,702
29,777
20,254
25,095
9,665
4,673
21,254
3,180
13,164
13,315
2,995
8,744
20,996
32,849
15,322
10,890
31,192
25,194
25,455
12,016
6,383
36,314
4,184
13,464
15,705
(1,404) 2013
(6,531) 2014
(5,256) 2015
(1,526) 2016
(1,084) 2016
(810) 2016
(785) 2016
(4,840) 2006
(2,531) 2019
(2,143) 2019
(1,825) 2016
(358) 2016
(775) 2018
(6,645) 2012
(6,551) 2014
(2,954) 2014
(139) 2019
(331) 2018
(3,274) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
(A)
(A)
(A)
(C)
(A)
(5,882) 2014
(A&C)
(1,796) 2019
(771) 2016
(A)
(A)
(3,922) 2015
(A&C)
(146) 2019
(4,164) 2011
(1,822) 2016
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
St. Clair Place
Stonebridge (MI)
Stonebridge (TX)
Stonebrook
Strafford / Lake Winnipesaukee South
KOA(2)
Summit Ridge
Sun N Fun RV Resort
Sun Outdoors Sevierville Pigeon
Forge(9)
Sun Valley
Sun Villa Estates
Suncoast Gateway
Sundance
Sunlake Estates
Sunset Beach RV Resort
St. Clair, MI
Richfield Twp, MI
San Antonio, TX
Homosassa, FL
Strafford, NH
Converse, TX
Sarasota, FL
Sevierville, TN
Apache Junction,
AZ
Reno, NV
Port Richey, FL
Zephyrhills, FL
Grand Island, FL
Cape Charles, VA
Sunset Harbor at Cow Key Marina
Key West, FL
Sunset Lakes RV Resort
Sunset Ridge (MI)
Sunset Ridge (TX)
Swan Meadow Village
Sweetwater RV Resort
Sycamore Village
Tallowwood Isle
Hillsdale, IL
Portland, MI
Kyle, TX
Dillon, CO
Zephyrhills, FL
Mason, MI
Coconut Creek,
FL
Tamarac Village MH & RV Resort
Ludington, MI
Tampa East MH & RV Resort
The Colony(2)
The Grove at Alta Ridge
Dover, FL
Oxnard, CA
Thornton, CO
The Hamptons Golf & Country Club
Auburndale, FL
The Hideaway
The Hills
The Landings at Lake Henry(9)
Key West, FL
Apopka, FL
Haines City, FL
A
—
C
—
—
C
D
—
D
B
—
B
D
—
—
—
—
C
E
E
—
C
D
A
—
E
D
—
—
D
1,618
—
—
—
—
—
72,880
501
2,044
2,515
650
—
2,615
50,952
2,029
—
2,096
14,063
—
2,092
117,457
—
246
(615) (3)
—
304
(883) (3)
(138) (3)
2,611
2,231
6,444
1,227
3,566
20,660
11,257
501
2,290
1,900
650
304
1,732
4,640
2,231
8,540
15,290
3,566
22,752
5,141
4,521
10,440
15,940
3,870
24,484
(2,448) 1998
(182) 1998
(A)
(C)
(4,799) 2000
(A&C)
(2,802) 2015
(167) 2019
(A)
(A)
(10,477) 2000
(A&C)
50,814
128,714
179,528
(21,870) 2016
—
3,730
19,736
—
1,360
3,730
21,096
24,826
(1,118) 2019
11,908
24,029
—
12,469
20,897
—
—
—
—
—
13,293
5,388
—
—
18,792
8,256
—
26,576
67,783
—
—
11,986
2,750
2,385
594
890
6,290
3,800
8,570
1,840
2,044
2,190
2,140
1,340
390
13,796
300
734
—
5,370
15,890
2,720
1,790
3,070
1,821
2,449
852
1,131
2,797
—
1,565
2,884
31,010
10,533
484
2,201
4,583
1,894
3,829
8,290
967
427
4,152
1,065
1,361
2,719
2,750
1,285
594
890
6,290
3,800
8,570
1,840
2,035
2,190
2,140
1,340
390
13,796
385
734
—
5,370
15,890
2,720
1,790
3,070
—
(1,100) (3)
—
—
—
—
—
—
(9) (3)
—
—
—
—
—
85
—
—
—
—
—
—
—
18,408
11,773
300
25,306
24,084
24,030
7,636
5,995
—
2,775
19,734
9,113
13,341
20,797
12,028
6,310
6,437
37,116
67,555
972
3,869
30,973
F - 66
(5,172) 2000
(A&C)
20,229
14,222
1,152
26,437
26,881
24,030
9,201
8,879
31,010
13,308
20,218
11,314
17,924
22,691
15,857
14,600
7,404
37,543
71,707
2,037
5,230
22,979
15,507
1,746
27,327
33,171
27,830
17,771
10,719
33,045
15,498
22,358
12,654
18,314
36,487
16,242
15,334
7,404
42,913
87,597
4,757
7,020
(4,445) 2014
(9,399) 1998
(387) 2016
(4,971) 2015
(4,992) 2015
(3,811) 2016
(1,296) 2016
(1,127) 2017
(10,957) 1998
(4,177) 2014
(1,807) 2016
(6,046) 2011
(3,341) 2016
(4,810) 2011
(6,128) 2005
(1,157) 2016
(8,285) 2014
(13,287) 2015
(301) 2016
(790) 2016
33,692
36,762
(6,255) 2015
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
3,568
8,350
39,031
47,381
(7,673) 2015
The Ridge
The Sands RV & Golf Resort
The Valley
The Villas at Calla Pointe
Three Gardens
Three Lakes
Thunderhill Estates
Timber Ridge
Timberline Estates
Davenport, FL
Desert Hot
Springs, CA
Apopka, FL
Cheektowaga, NY
Southington, CT
Hudson, FL
Sturgeon Bay, WI
Ft. Collins, CO
Coopersville, MI
Town & Country Mobile Village
Traverse City, MI
Town & Country Village
Lisbon, ME
Trailside RV Resort & Campground
Seguin, ON
Traveler’s World MH & RV Resort
San Antonio, TX
Treetops RV Resort
Troy Villa(4)
Vallecito
Victor Villa
Vines RV Resort
Vista Del Lago
Arlington, TX
Troy, MI
Newbury Park,
CA
Victorville, CA
Paso Robles, CA
Scotts Valley, CA
Vista Del Lago MH & RV Resort
Bradenton, FL
Vizcaya Lakes
Port Charlotte, FL
Wagon Wheel RV Resort &
Campground
Walden Woods
Warren Dunes Village
Water Oak Country Club Estates
Waters Edge RV Resort
Waverly Shores Village
West Village Estates
Westbrook Senior Village
Westbrook Village
Westside Ridge
Old Orchard
Beach, ME
Homosassa, FL
Bridgman, MI
Lady Lake, FL
Zephyrhills, FL
Holland, MI
Romulus, MI
Toledo, OH
Toledo, OH
Auburndale, FL
D
—
—
A
C
C
E
D
B
A
E
—
—
C
—
D
D
C
D
E
C
C
D
C
D
E
B
B
D
B
D
36,691
8,350
35,463
—
—
3,624
—
—
5,359
38,537
18,812
5,203
2,505
—
—
—
—
21,545
11,706
—
17,719
4,131
—
—
18,857
—
45,105
3,592
14,340
5,364
5,744
23,983
8,409
3,071
2,530
380
2,031
5,050
640
990
535
406
230
3,690
790
730
12,611
5,660
11,014
6,686
3,361
9,008
9,231
4,867
3,736
4,539
3,650
7,952
9,831
5,591
16,501
25,766
2,510
890
17,830
3,630
670
590
1,550
310
2,834
1,180
340
884
355
1,110
760
9,814
20,408
7,110
9,456
5,329
4,221
7,703
26,375
3,350
16,706
5,450
7,267
19,765
3,295
10,462
10,714
F - 67
—
1
—
—
—
—
439
—
1
—
—
(10) (1)
—
—
—
—
—
—
—
—
—
—
—
—
2,666
—
450
—
—
—
—
2,147
1,753
171
58
3,503
2,759
3,655
4,138
1,858
1,043
1,064
2,223
2,141
26
1,152
2,222
1,979
1,440
2,145
1,030
3,118
1,640
11,537
38,393
2,438
6,257
3,914
700
5,982
955
3,072
2,530
380
2,031
5,050
1,079
990
536
406
230
3,680
790
730
5,591
25,766
2,510
890
17,830
3,630
670
590
1,550
310
5,500
1,180
790
884
355
1,110
760
14,758
7,413
11,185
6,744
6,864
11,767
12,886
9,005
5,594
5,582
4,714
10,175
11,972
16,527
10,966
22,630
9,089
10,896
7,474
5,251
10,821
28,015
14,887
55,099
7,888
13,524
23,679
3,995
16,444
11,669
17,830
9,943
11,565
8,775
11,914
12,846
13,876
9,541
6,000
5,812
8,394
10,965
12,702
22,118
36,732
25,140
9,979
28,726
11,104
5,921
11,411
29,565
15,197
60,599
9,068
14,314
24,563
4,350
17,554
12,429
Acquired
(A) or
Constructed
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A&C)
(A&C)
(A)
(1,558) 2018
(1,089) 2016
(2,480) 2014
(335) 2019
(2,313) 2012
(2,667) 2014
(8,706) 1996
(5,968) 1994
(3,588) 1996
(1,264) 2014
(751) 2016
(1,674) 2016
(1,843) 2016
(317) 2020
(1,637) 2016
(3,525) 2016
(2,642) 2013
(1,580) 2016
(1,060) 2016
(876) 2015
(3,574) 2013
(5,227) 2015
(3,248) 2011
(24,166) 1993
(1,276) 2016
(3,078) 2011
(A&C)
(7,106) 2012
(2,423) 2001
(9,962) 1999
(2,195) 2015
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
1,050
5,642
2,749
1,050
8,391
9,441
(2,533) 2013
—
—
1
15,326
6,179
6,678
11,065
1,901
673
22,004
17,244
23,905
17,917
(1,773) 2018
(10,575) 1997
(A&C)
—
1,791
11,597
6,954
11,597
18,551
(1) 2019
Acquired
(A) or
Constructed
(C)
(A)
(A)
(C)
(A)
(A)
(A)
(A)
(A)
(10,777) 2013
(8,622) 2014
(453) 2016
(7,555) 1997
(418) 2016
(12,532) 1998
(A&C)
(7,244) 2015
(3,645) 2011
(A)
(A)
(3,976) 2014
(A&C)
(6,220) 1998
(A)
(6,800) 2000
(A&C)
(451) 2016
(11,130) 1998
(2,221) 2015
(12,005) 1997
(376) 2020
(725) 2019
(19) 2019
(A)
(A)
(A)
(A)
(A)
(A)
(A)
26,786
37,732
2,275
7,054
1,490
2,364
36,294
5,835
11,510
4,541
287
2,165
14,398
9,072
9,625
20,555
14,451
364
—
—
(3) (1)
1
(3) (1)
—
—
—
—
—
(56) (3)
(4) (1)
1
—
—
—
—
—
5,209
1,003
951
5,867
1,478
21,654
1,746
3,037
3,918
7,109
19,958
637
1,104
4,054
12,806
59
324
8
1,640
1,890
1,257
782
1,157
2,673
7,560
270
1,740
501
1,130
1,646
1,593
2,480
1,063
4,916
3,058
1,552
31,995
38,735
3,226
12,921
2,968
24,018
38,040
8,872
15,428
11,650
20,245
2,802
15,502
13,126
22,431
20,614
14,775
372
33,635
40,625
4,483
13,703
4,125
26,691
45,600
9,142
17,168
12,151
21,375
4,448
17,095
15,606
23,494
25,530
17,833
1,924
Westward Ho RV Resort &
Campground
Westward Shores Cottages & RV
Resort
Glenbeulah, WI
West Ossipee, NH
White Lake Mobile Home Village
White Lake, MI
Whitewater RV Resort(5)
Wild Acres RV Resort & Campground
Wildwood Community
Willow Lake RV Resort &
Campground
Willowbrook Place
Mountain View,
AR
Old Orchard
Beach, ME
Sandwich, IL
Scotland, ON
Toledo, OH
Willowood RV Resort & Campground
Amherstburg, ON
Windham Hills Estates
Windmill Village
Windsor Woods Village
Wine Country RV Resort
Woodhaven Place
Woodlake Trails
Woodland Lake RV Resort &
Campground
Woodland Park Estates
Woodlands at Church Lake
Woodside Terrace
Woodsmoke Camping Resort(4)
Wymberly
Yankee Village
Jackson, MI
Davenport, FL
Wayland, MI
Paso Robles, CA
Woodhaven, MI
San Antonio, TX
Bornholm, ON
Eugene, OR
Groveland, FL
Holland, OH
Fort Myers, FL
Martinez, GA
Old Saybrook, CT
Corporate Headquarters and Other(7)
Southfield, MI
A These properties collateralize $267.3 million of secured debt.
B These properties collateralize $1.2 billion of secured debt.
C
—
B
—
C
D
—
B
—
—
D
C
C
B
C
—
—
—
B
—
C
C
—
—
—
24,178
—
—
23,770
—
17,392
—
—
45,198
—
—
13,700
—
—
—
—
25,076
—
—
—
1,901
672
5,163
1,640
1,890
1,260
781
1,160
2,673
7,560
270
1,740
501
1,186
1,650
1,592
2,480
1,063
4,916
3,058
1,552
$ 3,458,853 $ 1,488,331 $ 5,514,658 $ 44,017
$ 2,670,882 $ 1,532,348 $ 8,185,540 $ 9,717,888 $ (1,929,574)
—
—
—
1,081
91,589
1,081
100,601
101,682
(28,136)
$ 3,458,853 $ 1,488,331 $ 5,514,658 $ 45,098
$ 2,762,471 $ 1,533,429 $ 8,286,141 $ 9,819,570 $ (1,957,710)
C These properties are unencumbered and support the borrowing base for (a) our unsecured senior credit facility which had $40.4 million outstanding on the revolving loan and no borrowings on the term loan, (b) an unsecured term loan
facility which had $45.0 million outstanding.
F - 68
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
D These properties collateralize $1.7 billion of secured debt.
E These properties collateralize $370.0 million of secured debt.
(1) Gross amount carried at December 31, 2020, at our Canadian properties, reflects the impact of foreign currency translation.
(2) All or part of this property is subject to a ground lease.
(3) Gross amount carried at December 31, 2020 has decreased at this property due to a partial disposition of land or depreciable assets, as applicable.
(4) This property was acquired during 2020.
(5) This property was not included in our community count as of December 31, 2020 as it was not fully developed.
(6) This property was impaired as a result of Hurricane Irma in September 2017.
(7) Corporate Headquarters and other fixed assets.
(8) This property was split into two separate properties in 2020.
(9) This property had a name change in 2020.
The following tables set forth real estate and accumulated depreciation relating to our Safe Harbor branded marinas.
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Oxnard, CA
—
— $
— $
10,920 $ —
$
— $
— $
10,920 $
10,920 $
Anacapa Isle
Annapolis
Aqua Yacht
Aqualand
Bahia Bleu
Ballena Isle
Beaufort
Beaver Creek
Belle Maer
Bohemia Vista
Brady Mountain
Bristol
Bruce & Johnsons
Burnside
Burnt Store
Calusa Island
Cape Harbour
Capri
Annapolis, MD
Iuka, MS
Flowery Branch,
GA
Thunderbolt, GA
Alameda, CA
Beaufort, SC
Monticello, KY
Harrison
Township, MI
Chesapeake Bay,
MD
Royal, AR
Charleston, SC
Branford, CT
Somerset, KY
Punta Gorda, FL
Goodland, FL
Cape Coral, FL
Port Washington,
NY
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
60
—
—
—
12,544
1,229
—
2,444
738
—
—
11,879
16,139
35,960
8,060
21,294
1,756
10,768
4,079
14,551
1,351
—
1,342
9,243
—
17,624
18,472
5,502
1,338
22,297
7,541
25,373
11,815
16,534
6,894
5,984
7,740
15,975
F - 69
23
—
658
(99)
51
16
27
12,544
1,229
—
2,444
738
—
—
11,902
16,139
36,618
7,961
21,345
1,772
10,795
24,446
17,368
36,618
10,405
22,083
1,772
10,795
—
—
2020
2020
(194) 2020
(426) 2020
(64) 2020
(180) 2020
(27) 2020
(91) 2020
(1)
4,079
14,550
18,629
(167) 2020
1
(45)
58
5
—
925
45
12
29
1,351
—
1,342
9,243
—
17,684
18,472
5,502
1,339
22,252
7,599
25,378
11,815
17,459
6,939
5,996
2,690
22,252
8,941
34,621
11,815
35,143
25,411
11,498
(35) 2020
(317) 2020
(46) 2020
(190) 2020
(130) 2020
(142) 2020
(89) 2020
(53) 2020
7,740
16,004
23,744
(109) 2020
Acquired
(A) or
Constructed
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Carroll Island
Charleston City
City Boatyard
Cove Haven
Cowesett
Crystal Point
Dauntless(1)
Dauntless Shipyard(1)
Deep River
Eagle Cove
Emerald Point
Emeryville
Essex Island(1)
Ferry Point
Fiddler's Cove
Gaines
Glen Cove
Grand Isle
Great Island
Great Lakes
Great Oak Landing
Green Harbor
Greenport(2)
Greenwich Bay
Grider Hill
Hacks Point
Harbor House
Harbors View
Harbortown
Haverstraw
Hawthorne Cove
Hideaway Bay
Baltimore, MD
Charleston, SC
Charleston, SC
Barrington, RI
Warwick, RI
Point Pleasant, NJ
Essex, CT
Essex, CT
Deep River, CT
Byrdstown, TN
Austin, TX
Emeryville, CA
Essex, CT
Old Saybrook, CT
North Falmouth,
MA
Rouses Point, NY
Glen Cove, NY
Grand Haven, MI
Harpswell, ME
Muskegon, MI
Chestertown, MD
Marshfield, MA
Greenport, NY
Warwick, RI
Albany, KY
Earleville, MD
Stamford, CT
Afton, OK
Fort Pierce, FL
West Haverstraw,
NY
Salem, MA
Flowery Branch,
GA
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
—
A
A
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,215
—
3,366
9,963
18,779
1,308
4,230
—
4,689
—
—
—
—
1,638
13,697
392
8,223
5,966
9,770
6,123
1,082
8,346
31,112
5,268
—
319
—
304
1,634
38,750
7,904
9,758
20,520
2,273
18,730
—
5,036
4,599
18,144
17,161
—
7,384
11,927
2,740
16,921
5,181
13,022
5,748
3,937
5,591
10,215
4,467
11,066
1,031
2,798
1,223
23,204
12,928
—
1,832
17,128
11,584
—
26,218
F - 70
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
207
63
158
11
1
433
29
—
32
12
131
72
—
167
10
42
3
41
35
2
132
174
161
310
824
256
—
4
19
35
76
22
1,215
—
3,366
9,963
18,779
1,308
4,230
—
4,689
—
—
—
—
1,638
13,697
392
8,223
5,966
9,770
6,123
1,082
8,346
31,112
5,268
—
319
—
304
1,841
38,813
8,062
9,769
20,521
2,706
18,759
—
5,068
4,611
18,275
17,233
—
7,551
11,937
2,782
16,924
5,222
13,057
5,750
4,069
5,765
10,376
4,777
11,890
1,287
2,798
1,227
3,056
38,813
11,428
19,732
39,300
4,014
22,989
—
9,757
4,611
18,275
17,233
—
9,189
25,634
3,174
25,147
11,188
22,827
11,873
5,151
14,111
41,488
10,045
11,890
1,606
2,798
1,531
(56) 2020
(313) 2020
(38) 2020
(91) 2020
(158) 2020
(20) 2020
(132) 2020
—
2020
(56) 2020
(116) 2020
(285) 2020
(122) 2020
—
2020
(55) 2020
(74) 2020
(78) 2020
(133) 2020
(157) 2020
(101) 2020
(120) 2020
(97) 2020
(50) 2020
(127) 2020
(88) 2020
(254) 2020
(17) 2020
(38) 2020
(29) 2020
23,204
12,947
36,151
(130) 2020
—
1,832
17,163
11,660
17,163
13,492
(169) 2020
(106) 2020
—
26,240
26,240
(109) 2020
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Property Name
Location
Group
Amount
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Holly Creek
Island Park
Jamestown
Jamestown Boatyard
Jefferson Beach
Kings Point
Lakefront
Loch Lomond
Manasquan River
Marina Bay
Mystic
Narrows Point
New England Boatworks
New Port Cove
Newport Shipyard
North Palm Beach
Old Port Cove
Onset Bay
Oxford
Peninsula Yacht Club
Pier 121
Pier 77
Pilots Point
Pineland
Plymouth
Port Royal
Post Road
Regatta Pointe
Reserve Harbor
Riviera Beach
Celina, TN
Portsmouth, RI
Jamestown, KY
Jamestown, RI
St. Clair Shores,
MI
Cornelius, NC
Port Clinton, OH
San Rafael, CA
Brick Township,
NJ
Quincy, MA
Mystic, CT
Grasonville, MD
Portsmouth, RI
Riviera Beach, FL
Newport, RI
North Palm
Beach, FL
North Palm
Beach, FL
Buzzards Bay,
MA
Oxford, MD
Cornelius, NC
Lewisville, TX
Bradenton, FL
Westbrook,CT
Bokeelia, FL
Plymouth, MA
Port Royal, SC
Mamaroneck, NY
Palmetto, FL
Pawleys Island,
SC
Riviera Beach, FL
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
50
7,518
—
3,908
19,196
10,717
448
5,185
2,026
10,156
1,274
5,902
21,843
19,039
18,991
7,022
3,544
31,998
3,449
18,109
14,139
1,811
7,366
1,701
20,114
13,459
8,908
17,656
2,460
50,974
16,629
11,591
27,833
26,842
6,892
939
9,546
—
1,141
12,674
5,917
7,016
1,509
3,196
—
2,904
39,088
4,073
4,840
19,003
66,283
4,106
43,795
5,323
14,416
1,663
1,965
21,774
4,708
30,727
F - 71
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
26
367
11
14
27
60
6
497
29
443
16
33
206
62
9
9
50
7,518
—
3,908
19,196
10,717
448
5,185
2,026
10,156
1,274
5,902
21,843
19,039
18,991
7,048
3,911
32,009
3,463
18,136
14,199
1,817
7,863
1,730
20,557
13,475
8,941
17,862
2,522
50,983
7,098
11,429
32,009
7,371
37,332
24,916
2,265
13,048
3,756
30,713
14,749
14,843
39,705
21,561
69,974
(69) 2020
(30) 2020
(257) 2020
(29) 2020
(217) 2020
(109) 2020
(69) 2020
(104) 2020
(27) 2020
(120) 2020
(115) 2020
(168) 2020
(222) 2020
(57) 2020
(373) 2020
16,629
11,600
28,229
(70) 2020
71
27,833
26,913
54,746
(180) 2020
30
241
40
114
55
257
325
6
9
20
76
78
—
6,892
939
9,546
—
1,141
12,674
5,917
7,016
1,509
3,196
—
2,904
39,088
4,103
5,081
19,043
66,397
4,161
44,052
5,648
14,422
1,672
1,985
10,995
6,020
28,589
66,397
5,302
56,726
11,565
21,438
3,181
5,181
(45) 2020
(56) 2020
(120) 2020
(654) 2020
(40) 2020
(288) 2020
(76) 2020
(89) 2020
(34) 2020
(26) 2020
21,850
21,850
(124) 2020
4,786
30,727
7,690
69,815
(41) 2020
—
2020
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
Encumbrance
Initial Cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2020
Land
Depreciable
Assets
Land
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Property Name
Location
Group
Amount
Land
Rockland
Sakonnet
Sandusky
Shelburne Shipyard
Siesta Key
Silver Spring
Skippers Landing
Skull Creek
South Fork
South Harbour Village
Sportsman
Stirling(2)
Stratford
Sunset Bay
Toledo Beach
Trade Winds
Ventura Isle
Walden
West Palm Beach
Westport
Wickford
Wickford Cove
Willsboro Bay
Wisdom Dock
Yacht Haven
Zahnisers
Rockland, ME
Portsmouth, RI
Sandusky, OH
Shelburne, VT
Sarasota, FL
South Kingstown,
RI
Troutman, NC
Hilton Head, SC
Fort Lauderdale,
FL
Southport, NC
Orange Beach, AL
Greenport, NY
Stratford, CT
Hull, MA
La Salle
Township, MI
Appling, GA
Ventura, CA
Montgomery, TX
West Palm Beach,
FL
Denver, NC
Wickford, RI
Wickford, RI
Willsboro, NY
Albany, KY
Stamford, CT
Solomons, MD
—
A
A
A
A
A
A
A
—
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
A
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,078
5,210
215
2,274
4,429
3,043
4,990
1,110
7,954
698
22,197
—
2,343
2,546
1,132
—
—
1,099
—
3,218
1,054
7,174
618
346
6,720
1,756
Depreciable
Assets
13,360
8,468
2,866
1,741
5,188
2,810
2,839
5,648
5,319
3,757
18,947
—
17,941
7,640
2,490
10,854
23,872
4,253
58,541
5,781
2,435
12,995
3,137
3,339
3,703
3,589
Marinas Headquarters and Other
Dallas, TX
—
$
$
$
— $ 585,875 $ 1,256,028 $
—
—
9,521
— $ 585,875 $ 1,265,549 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
60
—
60
—
45
5
1
118
71
169
140
1,044
887
224
—
61
140
1,078
5,210
215
2,274
4,429
3,043
4,990
1,110
7,954
698
22,197
—
2,343
2,546
(400)
1,132
16
16
5
—
115
—
58
45
10
7
2
—
—
1,099
—
3,218
1,054
7,174
618
346
6,720
1,756
Depreciable
Assets
13,360
8,513
2,871
1,742
5,306
2,881
3,008
5,788
6,363
4,644
19,171
—
18,002
7,780
2,090
10,870
23,888
4,258
14,438
13,723
3,086
4,016
9,735
5,924
7,998
6,898
14,317
5,342
41,368
—
20,345
10,326
3,222
10,870
23,888
5,357
58,541
58,541
5,896
2,435
9,114
3,489
13,053
20,227
3,182
3,349
3,710
3,591
3,800
3,695
10,430
5,347
—
2020
(56) 2020
(72) 2020
(49) 2020
(99) 2020
(23) 2020
(40) 2020
(36) 2020
—
2020
(24) 2020
(203) 2020
—
2020
(117) 2020
(47) 2020
(68) 2020
(105) 2020
(139) 2020
(38) 2020
—
2020
(81) 2020
—
2020
(79) 2020
(141) 2020
(72) 2020
(58) 2020
(40) 2020
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
$
$
11,083 $ 585,935 $ 1,267,111 $ 1,853,046 $
(10,975)
2,466
—
11,987
11,987
(127)
13,549 $ 585,935 $ 1,279,098 $ 1,865,033 $
(11,102)
A These marinas are unencumbered and support the borrowing base for the Safe Harbor Facility which had $652.0 million and $500.0 million of borrowings outstanding under the revolving loan and term loan, respectively.
(1) All costs from Dauntless Shipyard and Essex Island are grouped into Dauntless.
(2) All costs from Stirling are grouped into Greenport.
F - 72
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2020
(amounts in thousands)
The change in investment property for the years ended December 31, 2020, 2019, and 2018 is as follows (in thousands):
Beginning balance
Community and land acquisitions, including immediate improvements
Community expansion and development
Improvements
Dispositions and other
Ending balance
The change in accumulated depreciation for the years ended December 31, 2020, 2019, and 2018 is as follows (in thousands):
Beginning balance
Depreciation for the period
Asset impairment
Dispositions and other
Ending balance
December 31, 2020
Year Ended
December 31, 2019
December 31, 2018
$
8,919,600 $
7,560,946 $
6,882,879
2,410,900
246,454
249,275
(141,626)
930,668
281,808
233,984
(87,806)
414,840
152,672
205,006
(94,451)
$
11,684,603 $
8,919,600 $
7,560,946
Year Ended
December 31, 2020
December 31, 2019
December 31, 2018
$
$
1,686,980 $
1,442,630 $
344,478
(7)
(62,639)
291,605
—
(47,255)
1,968,812 $
1,686,980 $
1,237,525
253,952
—
(48,847)
1,442,630
F - 73
SHAREHOLDER INFORMATION
ANNUAL MEETING
Due to the public health impact of the coronavirus (COVID-19) pandemic,
to comply with the government directives and to support the health and
well-being of our shareholders, the 2021 Annual Meeting of
shareholders will be conducted in a virtual format only by visiting
www .virtualshareholdermeeting .com/SUI2021 on May 19, 2021 at
11:00 a .m . Eastern Daylight Time .
SEC FORM 10-K
A copy of the Annual Report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 2020 is available at
no charge to shareholders who direct a written request to:
Investor Relations Department
Sun Communities, Inc .
27777 Franklin Road, Suite 200
Southfield, Michigan 48034
Telephone: (248) 208-2500
Web Site: www .suncommunities .com
TRANSFER AGENT & DIVIDEND DISBURSING AGENT
Computershare Trust Company, N .A .
P .O . Box 43010
Providence, Rhode Island 02940-3010
Shareholder Inquiries: (800) 426-5523
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Grant Thornton LLP
27777 Franklin Road, Suite 800
Southfield, Michigan 48034
CORPORATE COUNSEL
Jaffe, Raitt, Heuer & Weiss, P .C
27777 Franklin Road, Suite 2500
Southfield, Michigan 48034
CORPORATE HEADQUARTERS
Sun Communities, Inc .
27777 Franklin Road, Suite 200
Southfield, Michigan 48034
Telephone: (248) 208-2500
REGIONAL OFFICES
Austin, Texas
Dallas, Texas
Denver, Colorado
Ft . Myers Beach, Florida
Grand Rapids, Michigan
Orlando, Florida
Newport, Rhode Island
STOC K TRADING INFORMATION
New York Stock Exchange
Ticker Symbol – SUI (Common Stock)
QUARTERLY STOC K PRICE INFORMATION
2020
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
2019
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
HIGH
$153 .11
$152 .25
$149 .66
$173 .98
HIGH
$166 .32
$151 .88
$131 .00
$121 .28
LOW
$135 .01
$132 .73
$105 .36
$95 .34
LOW
$146 .36
$127 .16
$115 .15
$97 .49
DISTRIBUTION
$0 .79
$0 .79
$0 .79
$0 .79
DISTRIBUTION
$0 .75
$0 .75
$0 .75
$0 .75
The Annual CEO Certification was submitted to the NYSE pursuant to NYSE rules and guidelines without qualification on June 10, 2020 .
Sun Communities, Inc . has filed, as exhibits to its Annual Report on Form 10-K for the year ended December 31, 2020, the required certifications regarding the
quality of its public disclosure under the applicable provisions of the Sarbanes-Oxley Act of 2002 .
OFFICERS AND DIRECTORS
Gary A. Shiffman . . . . . . . . . Chairman, Chief Executive Officer and Director
John B. McLaren . . . . . . . . . . President and Chief Operating Officer
Karen J. Dearing . . . . . . . . . . Executive Vice President, Treasurer, Chief Financial Officer and Secretary
Bruce Thelen . . . . . . . . . . . . . Executive Vice President
Baxter R. Underwood . . . . . President of Safe Harbor Marinas, LLC
Tonya Allen . . . . . . . . . . . . . . Director, President at McKnight Foundation, Former President and CEO of
The Skillman Foundation
Meghan G. Baivier . . . . . . . . Director, Executive Vice President, Chief Financial Officer, and Chief Operating Officer of Easterly
Government Properties, Inc .
Stephanie W. Bergeron . . . . Director, and Financial Consultant at Bluepoint Partners, previously the President
and Chief Executive Officer of Walsh College
Brian M. Hermelin . . . . . . . . Director, Co-Founder and Managing Partner of Rockbridge Growth Equity LLC
Ronald A. Klein . . . . . . . . . . . Director, Principal at JK Ventures and Former Chief Executive Officer of Origen Financial, Inc .
Clunet R. Lewis . . . . . . . . . . . Director
Arthur A. Weiss . . . . . . . . . . . Director, Chairman of the Board and Shareholder of Jaffe Raitt Heuer & Weiss, P .C .
NATIONWIDE & CANADA
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ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
ILLINOIS
INDIANA
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KENTUCKY
LOUISIANA
MAINE
OREGON
MARYLAND
PENNSYLVANIA
MASSACHUSETTS
RHODE ISLAND
MICHIGAN
SOUTH CAROLINA
MINNESOTA
MISSISSIPPI
MISSOURI
NEVADA
NEW HAMPSHIRE
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
NEW JERSEY
WASHINGTON
NEW YORK
WISCONSIN
NORTH CAROLINA
ONTARIO, CANADA
OKLAHOMA
OHIO
27777 Franklin Road, Suite 200 • Southfield, Michigan 48034
www.suncommunities.com • NYSE: SUI