2023 Annual Report
And Form 10-K
Lakeside Crossing - South Carolina
Majestic Oaks - Florida
Safe Harbor Oxford - Maryland
Littondale Holiday Park - Yorkshire
LETTER TO OUR SHAREHOLDERS
in line with our guidance, which reflected certain economic headwinds, including
higher inflation and interest rates. Looking ahead to 2024, we anticipate the UK’s
2023 marked our 30th year as a public company and we are incredibly proud of
2023 results represent a solid foundation from which to grow.
SHARPENING OUR FOCUS AND SIMPLIFYING OUR STORY
From 2010 through 2022, a large component of our growth was driven by
acquisitions as we opportunistically purchased high-quality MH, RV and marina
properties. With the benefit of our expanded portfolio, we have now shifted
our strategy toward optimizing the value of our existing businesses through
achieving strong rental rate growth and operating efficiencies. We remained
disciplined in pursuing only the most strategic and synergistic new acquisition and
expansion opportunities.
To simplify our business and reduce leverage, we have made strong progress
toward monetizing assets no longer deemed to be strategic. We resolved the UK
note and we now have the experienced Park Holidays team managing all assets
we own in the UK. We sold our investment in the common stock of Ingenia, an
owner/operator of MH and RV communities in Australia, recycled capital out of
our consumer loan receivables portfolio, divested our interest in Campspot, and
meaningfully reduced the number of properties owned in joint ventures, using the
proceeds to pay down debt. During the first two months of 2024, we reduced our
floating rate debt exposure further with proceeds from a $500 million unsecured
bond offering and from closing on the sale of two MH properties.
ADVANCING OUR ESG PLATFORM
Throughout 2023, we demonstrated our ongoing commitment to ESG
through increases in learning & development hours, volunteerism and investor
engagements. We expanded our environmental reporting to be inclusive of all
material direct and indirect impacts from our operations. With these expansions,
and our ESG priorities for 2024, we aim to set our carbon goal baseline in 2025.
2024 AND BEYOND
As we move further into 2024, our primary goals are to continue simplifying
our operations to harness the earnings power of our portfolio, and to continue
strengthening our investment grade balance sheet. By remaining disciplined
in pursuing new acquisitions and developments, further deleveraging, and
maximizing the efficiency of our operating platform, we are confident in Sun’s
strategic position to accelerate earnings growth in the coming years.
THANK YOU
As a valued member of the Sun community, we hope you share our pride in our
many accomplishments, as well as our excitement for our continued achievement.
Thank you for your continued support.
Sincerely,
GARY A. SHIFFMAN
Chairman, President and CEO
the best-in-class portfolio we have created and of the talented Sun team members
who operate it. With 667 properties comprising nearly 180,000 developed sites
and approximately 48,000 wet slips and dry storage spaces in the U.S., Canada and
the United Kingdom (“UK”), we are the largest publicly traded owner-operator
of manufactured housing (“MH”) and recreational vehicle (“RV”) communities,
and marina properties. The compelling supply and demand fundamentals that
underpin MH, RV and marinas, combined with Sun’s unmatched operational
platform, generated another year of strong property-level results. On the demand
side, the number of people needing quality, well-located, attainably priced housing,
as well as the large number of RV and boat owners, represent a demand base that
vastly exceeds the supply of available sites and slips. Meanwhile, there is very
limited new supply due in part to zoning and other regulatory considerations.
These market conditions, combined with our high-quality properties and
operational excellence, make our business highly resilient, a fact we have
demonstrated by generating over 20 years of positive same-property NOI growth
through economic cycles. We remain focused on our best-in-class portfolio and
team, and simplifying our operations to position Sun for steady earnings growth.
STRONG CORE NOI GROWTH
During 2023, Sun achieved another year of strong property-level results, with total
Same Property NOI increasing 7.3% over 2022, driven by a 6.2% increase in real
property revenue and property expense growth of 4.2%. MH Same Property NOI,
which represents roughly 53% of total Same Property NOI, grew 6.8% over the
prior year. Same Property RV NOI represents 26% of total Same Property NOI
and grew 4.8% during the year.
During 2023, MH and RV Same Property blended occupancy, which adjusts for
the delivery and lease-up of expansion sites, increased by 230 basis points to end
the year at 98.9%. The increase was largely driven by transient to annual RV site
conversions of more than 2,100 sites. Since the start of 2020 when we began to
strategically focus on transient-to-annual RV site conversions, we have completed
nearly 7,000 conversions, representing a 24% increase in the number of annual
sites. We expect to continue growing occupancy through additional transient site
conversions and through select, accretive expansion activity.
Marina Same Property NOI increased by 11.7% during 2023, exceeding our
expectations. Demand to access our unparalleled network of marinas remains
strong, and at year end approximately 89% of our marinas had a wait list for at least
one slip size.
In the UK, real property NOI was in line with our expectations, demonstrating the
strong value proposition our holiday parks represent. The value of owning a holiday
home in a Park Holidays property was demonstrated by the average resident tenure
increasing to approximately eight years. Demand for UK home sales showed signs
of stabilizing during the second half of the year. UK homes sales and margins were
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, 2023
Commission file number: 1-12616
SUN COMMUNITIES, INC
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State of Incorporation)
27777 Franklin Rd, Suite 300, Southfield, Michigan
(Address of Principal Executive Offices)
38-2730780
(I.R.S. Employer Identification No.)
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
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
SUI
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 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. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the Registrant's executive officers during the relevant recovery period pursuant to Section
240.10D-1(b). ☐
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, 2023, the aggregate market value of the Registrant's stock held by non-affiliates of the Registrant was $15,934,604,486
(computed by reference to the closing sales price of the Registrant's common stock as of June 30, 2023). 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 20, 2024: 124,412,183
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 2024 annual
meeting of shareholders.
Explanatory Note
Sun Communities, Inc. is filing this comprehensive Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (this
"Annual Report"). This Annual Report contains our audited financial statements for the fiscal years ended December 31, 2023, 2022
and 2021, as well as restated unaudited financial information as of and for the three months ended March 31, 2023, the three and six
months ended June 30, 2023 and the three and nine months ended September 30, 2023 (collectively, the "Interim Financial
Statements").
Restatement Background
In 2022, we acquired a portfolio of holiday park properties located in the United Kingdom, which we refer to as our Park Holidays
business, a reporting unit within our manufactured housing segment. As disclosed in our Current Report on Form 8-K filed with the
Securities and Exchange Commission ("SEC") on February 20, 2024, during the course of management's 2023 year-end procedures,
we reviewed the controls relating to the valuation of the Park Holidays business and the associated goodwill at March 31, 2023, June
30, 2023 and September 30, 2023. In connection with that review, we concluded that there were triggering events relevant to the
valuation of the Park Holidays business, including reduced financial projections and increases in interest rates, that should have been
taken into account when preparing the Interim Financial Statements. Management undertook a full review of the valuations and
determined that at each of March 31, 2023, June 30, 2023 and September 30, 2023, we should have recognized non-cash impairments
to goodwill for the Park Holidays business.
The non-cash goodwill impairments resulted in the following negative adjustments to net income / (loss) in the Interim Financial
Statements:
•
•
•
For the three months ended March 31, 2023, non-cash goodwill impairment increased net loss by $15.4 million;
For the three and six month periods ended June 30, 2023, non-cash goodwill impairment changed net income to net loss by
the amount of $309.7 million and $325.1 million, respectively;
For the three month period ended September 30, 2023, non-cash goodwill impairment reduced net income by $44.8 million;
and for the nine month period ended September 30, 2023, changed net income to net loss by the amount of $369.9 million.
Items Restated in this Form 10-K
This Annual Report reflects changes to the Consolidated Balance Sheets for the periods ended March 31, 2023, June 30, 2023 and
September 30, 2023, and the Consolidated Statements of Operations, Comprehensive Loss, Shareholders' Equity and Cash Flows for
the quarter and year to date periods ended March 31, 2023, June 30, 2023 and September 30, 2023. Restatements of the summarized
consolidated financial information for the quarterly periods are disclosed in Note 22, "Quarterly Financial Data (Unaudited and
Restated)," to our accompanying Consolidated Financial Statements.
We do not intend to file amendments to the previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023,
June 30, 2023 and September 30, 2023. Accordingly, investors should rely only on the financial information and other disclosures
regarding the restated periods in this Annual Report or in future filings with the SEC, and not on any previously issued or filed reports,
earnings releases or similar communications relating to these periods.
See Note 22, "Quarterly Financial Data (Unaudited and Restated)," to our accompanying Consolidated Financial Statements, included
in Part II, Item 8 of this Annual Report, for additional information on the restatement and the related consolidated financial statement
effects.
Internal Control Considerations
In connection with the restatement, management has assessed the effectiveness of our internal control over financial reporting. Based
on this assessment, a material weakness in our internal control over financial reporting was identified, resulting in the conclusion by
our principal executive officer and principal financial officer that our disclosure controls and procedures were not effective as of
March 31, 2023, June 30, 2023, September 30, 2023, and that our internal control over financial reporting and disclosure controls and
procedures were not effective as of December 31, 2023. Management is taking steps to remediate the material weakness in our internal
control over financial reporting, as described in Part II, Item 9A, Controls and Procedures of this Annual Report.
SUN COMMUNITIES, INC.
Table of Contents
Item
Description
Page
Part I.
Item 1.
Item 1A.
Item 1B.
Item 1C.
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
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
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 Shareholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
1
12
26
26
28
47
47
48
51
52
79
80
80
80
81
82
82
82
82
82
83
83
84
87
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., 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., ("SHS"), Safe Harbor
Marinas, LLC ("Safe Harbor"), and the entities through which we operate our holiday parks business in the United Kingdom ("UK")
(collectively, "Park Holidays"), are referred to herein as the "Company," "SUI," "we," "us," or "our."
We are a fully integrated real estate investment trust ("REIT"). We own manufactured housing ("MH") and recreational vehicle
("RV") communities and marinas in the United States ("U.S."), the UK and Canada (marinas and, together with MH and RV, the
"properties"). We self-administer, self-manage, and operate or hold an interest in, and develop the majority of our properties, and a
select number of our communities are operated by independent third party contractors on our behalf under management agreements.
Others are operated by lessees under ground lease arrangements. Together with our affiliates and predecessors, we have been in the
business of acquiring, operating, developing and expanding MH and RV communities since 1975 and marinas since 2020.
We lease individual parcels of land ("sites"), with utility access for the placement of manufactured homes and RVs to our MH and RV
customers. Our MH communities are designed to offer affordable housing to individuals and families, while also providing certain
amenities. In the UK, our MH communities are referred to as holiday parks and are predominantly located at irreplaceable seaside
locations in the south of England. Our RV communities are designed to offer affordable vacation opportunities to individuals and
families complemented by a diverse selection of high-quality amenities.
The majority of our marinas are concentrated in coastal regions. Our marinas offer wet slip and 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 and guests.
As of December 31, 2023, we owned and operated, directly or indirectly, or had an interest in, a portfolio of 667 developed properties
located in the U.S., the UK and Canada, including 353 MH communities, 179 RV communities and 135 marinas. As of December 31,
2023, the properties contained an aggregate of 227,340 developed sites comprised of 118,430 developed MH sites, 32,390 annual RV
sites (inclusive of both annual and seasonal usage rights), 28,490 transient RV sites, and 48,030 wet slips and dry storage spaces.
Additionally, we own or control land to support developing and expanding over 17,980 additional MH and RV sites suitable for
development.
Through SHS, a taxable REIT subsidiary, we market, sell, and lease new and pre-owned homes to current and future residents in our
MH 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 300, Southfield, Michigan 48034
and our telephone number is (248) 208-2500. We also have principal offices in Dallas, Texas, and in Bexhill-on-Sea, East Sussex, UK.
We have regional property management offices throughout the U.S. We employed an aggregate of 6,780 full and part time employees
as of December 31, 2023.
Our website address is www.suninc.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 SEC. Additionally, the SEC maintains a website at https://www.sec.gov, that
contains reports, proxy information statements and other information about us.
1
SUN COMMUNITIES, INC.
STRUCTURE OF THE COMPANY
The Company is a REIT and the general partner of the Operating Partnership. 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.
The Operating Partnership is structured as an umbrella partnership REIT ("UPREIT"). We conduct substantially all of our operations
through the Operating Partnership, which, directly or indirectly through other subsidiaries, owns substantially 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 properties 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 of
the Operating Partnership 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 our
properties. Currently, all of our UK operations are conducted through taxable REIT subsidiaries.
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 shareholders. 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.
2
SUN COMMUNITIES, INC.
As of December 31, 2023, we owned 95.4% of all of the OP Units and the limited partners of the Operating Partnership own the rest.
The following table sets forth:
•
•
•
•
•
The various series of OP units and the number of units of each series outstanding as of December 31, 2023;
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, directly or indirectly, 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, 2023
Exchange
Rate(1)
Annual
Distribution
Rate(2)
Cash
Redemption(3)
Redemption Period
1
2
3
4
5
6
7
8
9
10
11
Series A-1 preferred OP units
Series C preferred OP units
Series D preferred OP units
Series E preferred OP units
202,144
305,848
488,958
80,000
2.4390
1.1100
0.8000
0.6897
6.0 % N/A
5.0 % N/A
N/A
N/A
4.0 % Holder's Option Any time
5.5 % N/A
N/A
Series F preferred OP units
90,000
0.6250
3.0 % Holder's Option
Series G preferred OP units
210,710
0.6452
3.2 % Holder's Option
Series H preferred OP units
581,238
0.6098
3.0 % Holder's Option
Series J preferred OP units
238,000
0.6061
2.85 % Holder's Option
Series K preferred OP units
Series L preferred OP units
Series A-3 preferred OP units
1,000,000
20,000
40,268
0.5882(4)
0.6250(5)
1.8605
4.0 % Holder's Option
3.5 % N/A
4.5 % 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
During the 30-day period following
a change of control of the Company
or any time after April 21, 2026
Within 60 days after March 23,
2028
N/A
N/A
12
Common OP units
127,171,415(6)
1.0
Same distribution
rate for common
stock and common
OP units
N/A
N/A
(1) Exchange rates are subject to adjustment upon stock splits, recapitalizations and similar events. The exchange rates of certain series of OP units are approximated to
four decimal places. Holders of OP units generally may exchange them at any time.
(2) Except for Common OP units, distributions are payable on the issue price of each OP unit, which is $100.00 per unit for all these preferred OP units.
(3) The redemption price for each preferred OP unit redeemed will be equal to its issue price plus all accrued but unpaid distributions.
(4) Each Series K preferred OP unit is exchangeable for 0.5882 common OP units. Each such common OP unit will be exchangeable for one share of our common stock.
We have the right to cause the holders of Series K preferred OP units to exchange such units into common OP units at the applicable exchange rate (a) within 60 days
after March 23, 2028 or (b) if at any time the trading price of our common stock for each of the preceding 60 trading days is equal to or greater than 120% of the
Series K conversion price of $170 (as it may be adjusted under the Operating Partnership's partnership agreement). If in connection with an exchange pursuant to
clause (a) above the recent average price of our common stock (as determined under the Operating Partnership's partnership agreement) is less than the Series K
conversion price, we will be required to make an additional cash payment in respect of each exchanged Series K preferred OP unit equal to the product of (i) the
Series K exchange rate and (ii) the difference between such average price and the Series K conversion price.
(5) Each Series L preferred OP unit is exchangeable for 0.6250 common OP units. Each such common OP unit will be exchangeable for one share of our common stock.
We have the right to cause the holders of Series L preferred OP units to exchange such units into common OP units at the applicable exchange rate (a) any time after
December 31, 2028 or (b) if at any time the trading price of our common stock for each of the preceding 60 trading days is equal to or greater than 120% of the
Series L conversion price of $160 (as it may be adjusted under the Operating Partnership's partnership agreement). If in connection with an exchange pursuant to
clause (a) above the recent average price of our common stock (as determined under the Operating Partnership's partnership agreement) is less than the Series L
conversion price, we will be required to make an additional cash payment in respect of each exchanged Series L preferred OP unit equal to the product of (i) the
Series L exchange rate and (ii) the difference between such average price and the Series L conversion price.
(6) Of the 127,171,415 Common OP units, 124,436,432 or 97.8% were held by us, and 2,734,983 or 2.2% were owned by various limited partners.
3
SUN COMMUNITIES, INC.
REAL PROPERTY OPERATIONS
Throughout this report, we use the terms resident to represent a "resident" in the U.S. and a "customer" in the UK.
An MH community is a residential subdivision with sites for the placement of manufactured homes, related improvements and
amenities. Manufactured homes are detached single-family homes that 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 complexes. 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 community is a resort with sites for the placement of RVs for varied lengths of time. RV communities may also provide
vacation rental homes and 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.
From 2021 to 2023, we rebranded 151 RV communities under the "Sun Outdoors" umbrella guided by our belief that the Sun
Outdoors brand supports our competitive advantage in the outdoor market. Implementation consisted of the conversion of the
communities' digital presence (website, social media, reservation software and other internal systems) and the replacement of signage
at the communities. Sun Outdoors offers RV sites, vacation rentals and tent camping with world-class amenities in the U.S. and
Canada.
A marina is a specially-designed harbor that can be located on oceans, lakes, bays or rivers and typically includes 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 of the vessels that we store. Marinas also provide ancillary services, 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 MH and RV communities lease the site on which a manufactured home, RV or vacation rental home 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 certain MH and RV communities,
we do not own all of the underlying land and operate the communities pursuant to ground leases. Certain communities provide water
and sewer service through public or private utility companies, while other communities 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.
Renters at our marinas lease the wet slip or dry storage space on which a 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 certain marinas, we do not own all of the underlying land and operate the marinas pursuant to ground leases.
We compete with other available MH and RV communities, 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 and RV communities. We
also 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 MH and RV
community and marina managers. We believe our focus on creating an exceptional resident, guest and member experience creates a
competitive advantage. It enables us to continually monitor and address concerns, the performance of competitive properties and local
market conditions. As of December 31, 2023, of our 6,780 employees, 1,192 were located on-site as property managers, and of those,
99.3% were full-time employees.
4
SUN COMMUNITIES, INC.
Our MH and RV property managers in the U.S. and Canada are overseen by our Chief Operating Officer, four Senior Vice Presidents
of Operations and Sales, 11 Divisional Vice Presidents and 43 Regional Vice Presidents. Each Regional Vice President oversees one
to 16 properties and 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. Each property manager performs
regular inspections in order to monitor the physical condition of properties and to effectively address tenant concerns. In addition to an
on-site 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.
Park Holidays' MH and RV property managers are overseen by a Chief Executive Officer of Park Holidays, a Chief Operating Officer,
and two Regional Operations Directors.
Our marina business is overseen by a Chief Executive Officer of Safe Harbor, two Executive Vice Presidents of Operations, two
Senior Vice Presidents of Operations and 15 Regional Vice Presidents who are responsible for regular marina inspections and
oversight of operations.
HOME SALES AND RENTALS
We are engaged in the marketing, selling and leasing of new and pre-owned homes to current and future residents in our MH
communities through SHS in the U.S. and Park Holidays in the UK. Because tenants often purchase a home already on-site within a
community, the services SHS and Park Holidays provide enhance occupancy and property performance. Additionally, because many
of the homes on the properties are sold through SHS and Park Holidays, 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. As of December 31, 2023, SHS's portfolio consists of over 10,230 occupied leased
homes. New and pre-owned homes are purchased for our Rental Program. Leases associated with our Rental Program generally have a
term of one year. The Rental Program requires management of costs associated with repair and refurbishment of these homes as the
tenants vacate and the homes are re-leased. In 2023, we received over 51,200 applications to live in our MH and RV properties,
providing a significant "resident onboarding" system that allows us to market the purchase of a home to qualified applicants. Through
our Rental Program, we demonstrate our product and lifestyle to the renters, while monitoring their payment history and converting
qualified renters to owners.
Park Holidays also rents homes for short-stays to allow people to experience the community park and facilities. Their short-stay
experiences may, in turn, lead guests to ultimately purchase a home in a Park Holidays community. Holiday makers drive the pipeline
for future home sales opportunities.
Our home sales and leasing operations compete with other national, and local MH dealers and MH community owners and other
holiday park owners in the U.S. and UK.
MARINA MEMBER BASE
We are engaged in the marketing and leasing of wet slips and dry storage spaces and have approximately 48,000 members throughout
our marina network as of December 31, 2023.
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SUN COMMUNITIES, INC.
SITE LEASES OR USAGE RIGHTS
Typical tenant leases for MH sites in the U.S. 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. During the
five calendar years ended December 31, 2023, on average less than 1.0% of the homes in our MH communities have been removed by
their owners and 6.1% of the homes have been sold by their owners to a new owner who then assumes rental obligations as a
community resident. On average, our residents remain in our communities for approximately 15 years. Site license fees for MH sites
in the UK are for a term of 20, 30 or 40 years depending on the product originally purchased. The holiday homeowner must pay an
annual site fee for their holiday home to remain on the property. On average, Park Holidays homeowners remain in the communities
for over seven years.
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 community rules and regulations or other specified defaults.
Leases for wet slips and dry storage spaces at our marinas 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 8.3 years.
ACQUISITIONS
During the year ended December 31, 2023, we acquired one MH community with 68 sites and 72 development sites, and one marina
with 24 wet slips and dry storage spaces, for a total purchase price of approximately $107.0 million.
EXPANSION / DEVELOPMENT
During the year ended December 31, 2023, we acquired four land parcels located in the U.S. and one land parcel in the UK for the
potential development of over 1,350 sites, expanded our existing communities by over 440 sites and delivered 360 sites at five ground-
up development properties.
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
With increased insurance claims across the industry and other market conditions, it has been more difficult to obtain insurance, in
particular property insurance covering named windstorms, business interruption, flood and earthquake insurance. With fewer insurers
willing to provide policies, and policies increasingly including lower coverage limits, higher deductibles and higher premiums, we
have changed our insurance purchasing philosophy and strategy resulting in us self-insuring a greater risk to offset insurance market
fluctuations. Our management believes that the properties are covered by adequate comprehensive liability, fire, property, business
interruption, general liability, and (where appropriate) flood and earthquake insurance through a combination of our self-insurance
partially covering our risk and 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.
HUMAN CAPITAL
Human capital management is key to our success and focuses on diversity, equity and inclusion, employee retention and talent
development practices. We are committed to building an equitable and inclusive culture that inspires and supports the growth of our
employees, serves our communities and shapes a more sustainable business. The most significant measures and objectives that we
focus on in managing our business and our related human capital initiatives include the following:
Culture
We foster a growth culture that is grounded in our vision and culture statements: We are an inspired, engaged and collaborative team
committed to providing extraordinary service to our residents, guests and team members. Together as one team, we embrace the
following seven key behaviors that make our company a great place to work:
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Live the Golden Rule: Treat others the way you want to be treated;
Do the right thing;
• We over me;
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Nothing changes if nothing changes;
• Mindset is everything;
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Keep it simple; and
Be yourself and thrive.
Leadership, Talent, Training and Development
We expect our leaders to be role models and lead in a way that enables our organization to achieve success. Our strategy is anchored
in promoting the right internal talent and hiring the right external talent for career opportunities across our organization. We are
focused on hiring and developing talent that mirrors the markets we serve, and investing in learning opportunities and capabilities that
equip our workforce with the skills they need while improving engagement and retention.
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Our internal training program offers over 310 courses to our team members on a range of topics, including leadership,
communication, inclusion and diversity, software and operations. Our internal training program has led to increased
knowledge and accountability for daily operations and policies and procedures. In 2023, team members logged nearly 85,700
hours of training.
• We hold ongoing training sessions for all property management personnel to ensure that policies and procedures are executed
effectively, professionally and consistently.
We are dedicated to attracting, developing and retaining our talent, focusing our efforts on ensuring that the returning seasonal team
member pipeline remains robust each year and our annual talent management processes focus on the professional development of
salaried team members. As of December 31, 2023, nearly 12% of our employees had over 10 years' tenure.
Our compensation philosophy, aimed to apply merit-based, equitable compensation practices, is designed to attract and retain top
talent. For eligible team members, we offer competitive salary, health, welfare, retirement and pet insurance benefits, tuition
reimbursement and rent / vacation discounts at our properties.
Inclusion, Diversity, Equity and Accessibility ("IDEA")
We make it a priority to recognize and appreciate the diverse characteristics that make individuals unique in an atmosphere that
promotes and celebrates individual and collective achievement. We believe it's not just about gender or race, but about being diverse in
thoughts, life and work experiences. Our inclusive environment challenges, inspires, rewards and transforms our team to be the best.
We do not tolerate harassing, discriminatory or retaliatory conduct as such conduct is prohibited and inconsistent with our policies,
practices and philosophy. We continue to put our resources and energy into strategies and initiatives to create a more equitable
environment.
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SUN COMMUNITIES, INC.
Workforce Diversity
We believe we are a stronger organization when our workforce represents a diversity of ideas and experiences. We value and embrace
diversity in our employee recruiting, hiring and development practices. As of December 31, 2023, 40% of our employees were female,
23% of our employees (excluding those in Canada and the UK) were racially or ethnically diverse, and 44% of our employees were
aged 50 years and older, with approximately 24% being aged 60 years and older.
Training and Resources
We offer training and resources on diversity, equity and inclusion to our employees. Diversity education and training programs for our
team focus on unconscious bias, gender identity and transitions, generational differences, religion in the workplace, and self-awareness
and self-assessments.
Pay Equity
We are committed to providing a total compensation package that is market-based, performance driven, fair and internally equitable.
Our goal is to be competitive both within the general employment market as well as with our competitors in the real estate industry,
with our strongest performers being paid more.
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Compensation for each position is determined by utilizing reliable third-party compensation surveys to obtain current market
data. Additionally, position descriptions and compensation are routinely reviewed for market competitiveness.
On an annual basis, the performance of all team members is evaluated and merit increases are allocated based on
performance. This process ensures equitable performance review and corresponding pay practices that attract, retain and
reward top talent.
Business Integrity
Our Code of Conduct and Business Ethics is grounded in our commitment to do the right thing. It serves as the foundation of our
approach to ethics and compliance, and our anti-corruption compliance program is focused on conducting business in a fair, ethical
and legal manner.
Workplace Health and Safety
We actively seek to minimize health, safety and environmental risks to our team members, residents, and guests by utilizing safe
operating procedures and practices:
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As part of our commitment to safety, we oversee annual safety training programs for employees to provide tools and
safeguards for accident prevention. Our managers are responsible for ensuring that team members receive the appropriate
training to perform their jobs safely;
All team members participate in safety training during the onboarding process, and thereafter, team members in the field
complete an annual safety training course; and
• We uphold a safe workplace by complying with safety and health laws and regulations, maintaining internal requirements and
remediating risks. Senior leadership review safety concerns throughout the year on regular site visits, and we also conduct
comprehensive safety inspections annually on a subset of properties on a rolling basis.
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SUN COMMUNITIES, INC.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG"): OUR COMMITMENT TO A SUSTAINABLE FUTURE
We continue to embrace a company-wide commitment to ESG practices and procedures implemented through executive
commitments, sponsorship of various programs and our everyday business practices.
Environmental
The International Energy Agency ("IEA") estimates that the energy usage related to operating buildings (commercial and residential)
accounts for 26% of global energy-related emissions. In recognition of the impact buildings have on global annual greenhouse gas
("GHG") emissions, in 2022 we adopted goals to achieve Carbon Neutrality by 2035 inclusive of ISO 14064:1 ("ISO 14064")
categories 1, 2, 3 and 4, and Net Zero Emissions by 2045 (inclusive of all five ISO 14064 categories).
The main tactics we intend to use to achieve our commitment will be seen across all our properties as we work toward achieving our
climate change goals through various means, including:
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Renewable Energy – Expanding the use of renewable energy throughout our portfolio through additional on-site energy
generation, and the consideration for purchase of off-site generated energy and Renewable Energy Certificates (RECs);
Energy Efficient Buildings – Increasing the use of certified energy efficient manufactured homes, including ENERGY
STAR®, in our communities as well as energy-efficient lighting and building control systems;
• Waste – Reducing total waste and increasing diversion from landfills by evaluating all disposal options locally available,
including recycling, and adopting the best solution(s) at each property; and
• Material Procurement – Partnering with our supply chain and consultants to collect emissions data on products and services.
During 2023, we completed a top ESG priority by expanding our data coverage to encompass our UK operations and Marina segment.
Through collection of primary source data (e.g., utility bills and invoices) and accepted estimation methods, we were able to complete
full reporting of all direct and indirect source emissions.
We are fully committed to reducing our environmental impact through investments in energy-efficiency technology, water
conservation initiatives and waste reduction strategies implemented across the scope of our operations and through the services we
deliver to our residents and guests.
Social
In addition to our commitments and practices discussed above, in the "Human Capital" section, we recognize the important social
opportunity we have to provide housing that is both affordable and sustainable. Our business contributes to a vitally important
function in our economy by providing high-quality, affordable housing that accommodates all-age and age-restricted communities.
Our homes provide more space at less cost per square foot compared to other options.
According to Zillow.com's September 2023 rent index, the average MH site rent in a Sun community is approximately 50% less than
the monthly cost of other rental options.
By providing safe, well-located and affordable communities, Sun is expanding the opportunity for home ownership, despite an ever-
increasing housing affordability gap.
Another way we support the communities in which we operate is through volunteerism and sponsorship efforts. In 2023, our team
members reported approximately 16,000 volunteer hours, an increase of 72% compared to the prior year.
Governance
Aligning Company policies and procedures with the interests of all stakeholders is always a priority for Sun. Among the best practices
and policies described in our annual ESG reports and on our website, www.suninc.com, our Code of Conduct and Business Ethics
policy serves as the foundation for our approach to ethics and compliance, and our anti-corruption compliance program is focused on
conducting business in a fair, ethical and legal manner. Additionally, our publicly available policies outline the expectations we have
of supply chain vendors and service providers with whom we partner to operate our properties.
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SUN COMMUNITIES, INC.
Providing properties to our residents and guests is a privilege and also poses a responsibility to keep stakeholder data secure. Item 1C
of this filing and our annual ESG reports provide information on our approach and standards for cybersecurity.
Increasing engagement with investors remains a priority. During 2023, we held nearly 240 meetings with investment firms, a 37%
increase from over 170 meetings in 2022. Through focused outreach to investors, we deepen and evolve our understanding of their
priorities, which we integrate into our ongoing ESG materiality assessments to identify considerations that are important to
stakeholders.
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SUN COMMUNITIES, INC.
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
document 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," "target" 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 document, some of which are beyond our control. These risks and uncertainties
and other factors 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 in our other
filings with the SEC, from time to time, such risks, uncertainties and other factors include, but are not limited to:
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changes in general economic conditions, including inflation, deflation and energy costs, the real estate industry and the
markets within which we operate;
difficulties in our ability to evaluate, finance, complete and integrate acquisitions, developments and expansions successfully;
our liquidity and refinancing demands;
our ability to obtain or refinance maturing debt;
our ability to maintain compliance with covenants contained in our debt facilities and our unsecured notes;
availability of capital;
outbreaks of disease and related restrictions on business operations;
changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar, Australian
dollar and Pound sterling;
our ability to maintain rental rates and occupancy levels;
our ability to maintain effective internal control over financial reporting and disclosure controls and procedures;
our remediation plan and our ability to remediate the material weakness in our internal control over financial reporting;
expectations regarding the amount or frequency of impairment losses, including as a result of the write-down of intangible
assets, including goodwill;
increases in interest rates and operating costs, including insurance premiums and real estate taxes;
risks related to natural disasters such as hurricanes, earthquakes, floods, droughts 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, including costs associated with prosecuting or defending claims and any adverse
outcomes;
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 document, 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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SUN COMMUNITIES, INC.
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.
RISKS RELATED TO THE RESTATEMENT OF OUR PRIOR FINANCIAL STATEMENTS
We have identified a material weakness in our internal control over financial reporting which resulted in a material misstatement
in certain of our previously issued interim unaudited consolidated financial statements, and we cannot provide assurances that this
weakness will be effectively remediated or that additional material weaknesses will not occur in the future.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or
detected on a timely basis.
During the preparation of this Annual Report, we identified a material weakness in our internal control over financial reporting
relating to the design of management's review controls over assessments of goodwill impairment for our Park Holidays business. As a
result of this weakness, we concluded that our disclosure controls and procedures were not effective as of March 31, 2023, June 30,
2023 and September 30, 2023 and that our internal control over financial reporting and disclosure controls and procedures were not
effective as of December 31, 2023. We have restated our interim unaudited consolidated financial statements as of March 31, 2023,
June 30, 2023 and September 30, 2023 in this Annual Report.
We are actively engaged in the planning for, and implementation of, remediation efforts to address this material weakness but there
can be no assurance that those efforts will be successful. A material weakness will not be considered remediated until the applicable
controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and
operating effectively. If we do not remediate this material weakness in a timely manner, or if additional material weaknesses in our
internal control over financial reporting are discovered, they may adversely affect our ability to record, process, summarize and report
financial information timely and accurately and our financial statements may contain material misstatements or omissions. In addition,
we may experience delays or be unable to meet our reporting obligations or to comply with SEC rules and regulations, which could
result in investigations and sanctions by regulatory authorities. Any of these results may, among other adverse consequences, cause
investors to lose confidence in our reported financial information, incur the expense of remediation, result in regulatory scrutiny,
litigation, investigations or enforcement actions, limit our ability to access the capital markets, lead to a decline in our stock price, and
otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.
For more information relating to the Company's internal control over financial reporting, the material weakness described above and
the remediation activities undertaken by us, see "Controls and Procedures" in Part II, Item 9A, of this Annual Report on Form 10-K.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results, which could
result in a loss of investor confidence and adversely affect the market price of our common stock.
We are required to establish and maintain internal control over financial reporting and disclosure controls and procedures. 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 in accordance with generally accepted accounting principles. Disclosure controls and
procedures are processes designed to ensure that information required to be disclosed is communicated to management and reported in
a timely manner. We cannot be certain that we will successfully maintain adequate control over our financial reporting and disclosure
controls and procedures. See "Controls and Procedures" in Part II, Item 9A, of this Annual Report on Form 10-K for a discussion of
the material weakness in our internal control over financial reporting that management has concluded exist in connection with
preparing our financial statements for the year ended December 31, 2023. Deficiencies, including any material weakness, in our
internal control over financial reporting that may occur could result in misstatements or restatements of our financial statements or a
decline in the price of our securities. In addition, to the extent we make additional significant acquisitions, our internal controls will
become more complex and may require significantly more resources to ensure that our disclosure controls and procedures remain
effective. Acquisitions can pose challenges in implementing the required processes, procedures and controls in the operations of the
companies that we acquire. Companies that are acquired by us may not have disclosure controls and procedures or internal control
over financial reporting that are as thorough or effective as those required by the securities laws that currently apply to us.
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Moreover, the existence of any material weakness or significant deficiency in our internal controls and procedures has required and
would require management to devote significant time and incur significant expense to remediate any such material weaknesses or
significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a
timely manner. If we cannot provide reliable financial reports, our reputation and operating results could be materially adversely
affected, which could also cause investors to lose confidence in our reported financial information, which in turn could result in a
reduction in the trading price of our common stock.
We have concluded that certain of our previously issued interim unaudited consolidated financial statements should not be relied
upon and have restated certain of our previously issued financial statements, which was time-consuming and expensive and could
expose us to additional risks that could have a negative effect on us.
As discussed in the Explanatory Note, we determined to restate our unaudited consolidated financial statements as of March 31, 2023,
June 30, 2023 and September 30, 2023, and that such interim unaudited financial statements should no longer be relied upon. As a
result, we have incurred unanticipated costs for accounting and legal fees related to this restatement, and have become subject to a
number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and
may raise reputational issues for our business. We expect to continue to face many of the risks and challenges related to the
restatement, including the following:
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we may fail to remediate material weaknesses in our internal control over financial reporting and other material weaknesses
may be identified in the future, which would adversely affect the accuracy and timing of our financial reporting;
the processes undertaken to affect the restatement may not have been adequate to identify and correct all errors in our
historical financial statements and, as a result, we may discover additional errors and our financial statements remain subject
to the risk of future restatement;
the incurrence of restatement-related expenses; and
diversion of management and other human resources attention from the operation of our business.
We cannot assure that all of the risks and challenges described above will be eliminated and that lost business opportunities can be
recaptured or that general reputational harm will not persist. If one or more of the foregoing risks or challenges persist, there may be a
material adverse effect on our business, financial condition, results of operations, and cash flows.
We have been and may in the future be required to write down intangible assets, including goodwill, due to impairment, which
could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
We have in the past and may in the future be required to write down intangible assets, including goodwill, due to impairment, which
would reduce earnings. We periodically calculate the fair value of our intangible assets to test for impairment. This calculation may be
affected by several factors, including changes in general economic conditions, including inflation, deflation and energy costs; changes
in foreign currency exchange rates; our rental rates and occupancy levels; increases in interest rates and operating costs, including
insurance premiums and real estate taxes; the effects of natural disasters; and competitive market forces. Certain events can also
trigger an immediate review of goodwill and intangible assets. If the carrying value of our intangible assets exceeds its fair value, the
goodwill and other intangible assets are considered impaired, which would result in impairment losses and could have a material
adverse effect on our business, financial condition, results of operations and growth prospects.
Refer to Note 1, "Significant Accounting Policies," Note 6, "Goodwill and Other Intangible Assets," and Note 22, "Quarterly Financial
Data (Unaudited and Restated)", in our accompanying Consolidated Financial Statements, "Controls and Procedures" in Part II, Item
9A, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of this Annual
Report for information on impairments to the goodwill for our Park Holidays portfolio in the UK that we recognized at each of March
31, 2023, June 30, 2023 and September 30, 2023.
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 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 flows and ability to pay or refinance our debt obligations could be adversely affected.
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SUN COMMUNITIES, INC.
As of December 31, 2023, 150 of our MH and RV communities and marinas, representing 21.8% of developed sites, are located in
Florida; 92 communities, representing 16.5% of developed sites, are located in Michigan; 55 communities, representing 9.4% of
developed sites, are located in the UK; 48 communities, representing 6.4% of developed sites, are located in California; and 32
communities, representing 5.7% of developed sites, are located in Texas. As of December 31, 2023, we have revenue concentrations
of marinas in Florida, Rhode Island and Georgia of approximately 32.8%, 8.7% and 8.0%, respectively. As a result of the geographic
concentration of our MH and RV communities in Florida, Michigan, the UK, California and Texas, and of our marinas in Florida,
Rhode Island and Georgia, 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 and members 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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the international, national and local economic climate which may be adversely impacted by, among other factors, plant
closings, industry slowdowns and inflation;
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, and an oversupply of, or a reduced demand for, manufactured homes;
increased operating costs, including insurance premiums, real estate taxes and utilities;
competition from other available MH and RV communities and alternative forms of housing (such as apartment buildings and
site-built single-family homes), and other marinas;
a decrease in the number of people interested in the RV lifestyle or boating;
outbreaks of disease and related restrictions on business operations;
changes in foreign currency exchange rates, including between the U.S. dollar and each of the Canadian dollar, Australian
dollar and Pound sterling;
the number of repossessed homes in a particular market;
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;
zoning or other environmental regulatory restrictions;
our ability to effectively manage, maintain and insure our properties; 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 and RV communities 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 and RV communities 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;
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SUN COMMUNITIES, INC.
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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 are many international, national and regional competitors in the MH,
RV and marina markets we currently serve and in new markets that we may enter. Our properties are located in developed areas that
include other MH and RV communities, and marinas. The number of competitive MH and RV communities 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 and RV communities.
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 business, certain properties maintain higher occupancy during
the summer months, while other properties maintain higher occupancy during the winter months. The RV business 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 business, 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 or within covered racks. Our results on a quarterly basis can fluctuate due to this cyclicality and
seasonality.
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;
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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 flows.
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.
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, droughts,
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 U.S.; 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.
While they are unpredictable, the impacts of climate change may change residential migration and vacation trends, which could reduce
demand for our properties. If the areas in which our properties are located become less desirable places to live or vacation, the value of
our properties and their ability to generate revenue may be materially adversely affected.
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In addition, changes in federal, state, local and foreign legislation and regulation based on concerns about climate change, as well as
voluntary measures we take to combat climate change, could result in increased capital expenditures at our properties. For example,
these could include expenditures to improve energy efficiency, improve resistance to inclement weather and for infrastructure
improvement to support existing and emerging low-carbon technologies. These expenditures may not result in a corresponding
increase in revenue, resulting in material adverse impacts to our financial results.
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.
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, local and foreign 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.
As part of our standard acquisition due diligence, 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. While these environmental evaluations have not revealed any significant
environmental liability that would have a material adverse effect on our business, they cannot reflect conditions arising after the
studies were completed. 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 future laws, ordinances or regulations will not impose any material environmental liability, or 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.
We are subject to additional risks from our international investments.
Park Holidays represents our first major investment in the UK. We may also pursue other significant acquisition opportunities outside
the U.S. Our ownership of Park Holidays and any other international investments subjects us to additional risks, including:
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the laws, rules and regulations applicable in such jurisdictions outside of the U.S., including those related to property
ownership by foreign entities, consumer and data protection, privacy, network security, encryption, payments and restricting
us from removing profits earned from activities within the country to the U.S. (i.e., nationalization of assets located within a
country);
complying with a wide variety of foreign laws;
fluctuations in exchange rates between foreign currencies and the U.S. dollar, and exchange controls;
limited experience with local business and cultural factors that differ from our usual standards and practices;
changes in the availability, cost and terms of mortgage funds and other borrowings resulting from varying national economic
policies or changes in interest rates;
reliance on local management;
challenges in establishing effective controls and procedures to regulate operations in different regions and to monitor and
ensure compliance with applicable regulations, such as applicable laws related to corrupt practices, employment, licensing,
construction, climate change or environmental compliance;
unexpected changes in regulatory requirements, tax, tariffs, trade barriers and other laws within jurisdictions outside the U.S.
or between the U.S. and such jurisdictions;
potentially adverse tax consequences with respect to our properties;
the impact of regional or country-specific business cycles and economic instability, including deterioration in political
relations with the U.S., instability in, or further withdrawals from, the European Union or other international trade alliances
or agreements;
the impact of disruptions in global, regional or local supply chains, including disruptions occurring as a result of outbreaks of
disease; and
political instability, uncertainty over property rights, civil unrest, drug trafficking, political activism or the continuation or
escalation of terrorist activities.
If we are unable to adequately address these risks, they could have a significant adverse effect on our operations.
We depend on Safe Harbor's management to operate our marina business.
Safe Harbor's operations are separate from our other operations. 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 material 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.
Public health crises, such as outbreaks of disease, could materially and adversely affect our financial condition, operating results
and cash flows.
A public health crisis, such as the COVID-19 pandemic, could have material and adverse effects on our ability to successfully operate
our business and on our financial condition. The government and societal responses to public health crises are highly uncertain and we
cannot predict with confidence the impact a public health crisis would have on our operations and financial condition.
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Rent control legislation may harm our ability to increase rents.
National, 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.
RISKS RELATED TO OUR DEBT FINANCINGS
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, 2023, we had approximately $7.8 billion of total debt outstanding,
consisting of approximately $3.5 billion in collateralized term loans and debt that is secured by mortgage liens on 156 of our
properties, $2.2 billion of senior unsecured notes and $2.1 billion on our line of credit and other debt. Including the impact of hedge
activity, as of December 31, 2023, approximately 84% of our total debt was fixed rate financing and approximately 16% of our total
debt was floating rate financing. 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 flows may be insufficient to meet required debt payments, or we may need to dedicate a substantial portion of our
cash flows to pay our debt rather than to other areas of our business;
our existing debt 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;
increases in interest rates will increase the costs of our floating rate debt and make obtaining new debt more expensive;
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 debt 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 flows 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 debt.
Covenants in our credit agreements and senior unsecured note indentures could limit our flexibility and adversely affect our
financial condition.
The terms of our financing agreements and other debt require us to comply with a number of customary financial and other covenants.
These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the
instruments governing the applicable debt even if we have satisfied our payment obligations. Our financing agreements contain certain
cross-default provisions that could be triggered in the event that we default on our other debt. These cross-default provisions may
require us to repay or restructure our senior credit facility in addition to any mortgage or other debt that is in default. If our properties
were foreclosed upon, or if we are unable to refinance our debt at maturity or meet our payment obligations, the amount of our
distributable cash flows and our financial condition would be adversely affected.
Our senior credit facility contains various financial covenants including, but not limited to a maximum leverage ratio, a minimum
fixed charge coverage ratio and a maximum secured leverage ratio. In addition to our senior credit facility, our senior unsecured notes
also contain various covenants including an aggregate debt test, a secured debt test, a debt service test, and a maintenance of total
unencumbered assets test. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that
might otherwise be advantageous. Furthermore, failure to meet certain of these financial covenants could cause an event of default
under and / or accelerate some or all of such debt which could have a material adverse effect on us.
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An increase in market interest rates could raise our interest costs on existing and future debt or adversely affect our stock price,
and a decrease in interest rates may lead to additional competition for the acquisition of real estate or adversely affect our results
of operations.
Our interest costs for any new debt and our current debt obligations may rise if interest rates increase. This increased cost could make
the financing of any new acquisition more expensive as well as lower our current period earnings. Rising interest rates could limit our
ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in
interest rates could decrease the access our customers have to credit, thereby decreasing the demand for manufactured homes and
recreational vehicles. An increase in market interest rates may lead prospective purchasers of our common stock to expect a higher
dividend yield, which could adversely affect the market price of our common stock. Decreases in interest rates may lead to additional
competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased
competition for the acquisition of real estate may lead to a decrease in the yields on real estate targeted for acquisition. In such
circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of
operations may be adversely affected.
Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall
returns on your investment.
We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can
protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under
these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that a court could
rule that such agreements are not legally enforceable and that we may have to post collateral to enter into hedging transactions, which
we may lose if we are unable to honor our obligations. These instruments may also generate income that may not be treated as
qualifying REIT income for purposes of the REIT income tests. In addition, the nature and timing of hedging transactions may
influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually
increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging
strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not
result in losses that may reduce the overall return on your investment.
A downgrade in our credit ratings could have material adverse effects on our business and financial condition.
We intend to manage our operations to maintain our investment grade credit ratings from S&P Global and Moody's. These ratings are
based on a number of factors, which include assessments of our financial strength, liquidity, capital structure, asset quality, and
sustainability of cash flows and earnings. Changes in these factors could lead to a downgrade of our ratings, leading to an adverse
impact on our cost and availability of capital, which could in turn have a material adverse impact on our financial condition, results of
operations and liquidity.
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 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.
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 shareholders because of the additional tax liability to us for the years involved. In addition,
distributions to shareholders would no longer be required to be made.
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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. 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. Such changes could 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% 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% test are similar in most respects.
Qualifying income for the 90% 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% 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.
Partnership tax audit rules could have a material adverse effect on us.
Under the rules applicable to U.S. federal income tax audits of partnerships, 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
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. These rules are significant for collecting tax in partnership audits
and 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 shareholders at least 90% 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% 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% 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 shareholders that are individuals, trusts and estates
is 20%. Dividends payable by REITs, however, are generally not eligible for this reduced rate, although the Tax Cut and Jobs Act
permits a 20% deduction equal to the amount of qualifying REIT dividends received, thus bringing the maximum federal tax rate on
qualifying REIT dividends to 29.6%. 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.
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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 shareholders 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.
RISKS RELATED TO OUR STRUCTURE
Certain provisions in our governing documents may make it difficult for a third-party to acquire us.
9.8% Ownership Limit. In order to qualify and maintain our qualification as a REIT, not more than 50% 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%, in number of
shares or value, of the issued and outstanding shares of our capital stock by any single shareholder 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.
The 9.8% 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 shareholders; and (b) limit the opportunity for shareholders 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% 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 shareholders' 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
shareholders 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 shareholder" (defined generally as any person who beneficially owns 10% 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% 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 shareholder becomes an interested shareholder, and
thereafter impose fair price and / or supermajority and shareholder 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 shareholder, entitle the shareholder 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 shareholder by
the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
22
SUN COMMUNITIES, INC.
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 shareholder becomes an interested shareholder. 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 shareholder 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.
Additionally, Subtitle 8 of Title 3 of the MGCL permits our Board of Directors, without shareholder 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 shareholders' 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 shareholders 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 shareholders 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 shareholder 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 shareholders 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 shareholders' investment.
Our common stock has experienced significant price and volume fluctuations. In the future, the market price of our common stock and
preferred stock could be similarly volatile, and investors in our common stock and preferred stock may experience a decrease in the
value of their shares, including decreases unrelated to our operating performance or prospects. The price of our common stock and
preferred stock could be subject to wide fluctuations in response to a number of factors, including:
•
•
•
•
•
•
•
•
•
•
•
•
issuances of other equity securities in the future, including new series or classes of preferred stock;
our operating performance and the performance of other similar companies;
our ability to maintain compliance with covenants contained in our debt facilities and our unsecured notes;
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, Australian
dollar and Pound sterling;
changes in market valuations of similar companies;
outbreaks of disease, and related restrictions on business operations;
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;
23
SUN COMMUNITIES, INC.
•
•
•
•
•
•
•
additions or departures of key management personnel;
speculation in the press or investment community;
equity issuances by us, or share resales by our shareholders or the perception that such issuances or resales may occur;
actions by institutional shareholders;
litigation or threatened litigation, which may divert our management's time and attention, require us to pay damages and
expenses or restrict the operation of our business;
failure to qualify and maintain our qualification as a REIT; and
general market and economic conditions.
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 20, 2024, in the future we may issue to the limited partners of
the Operating Partnership, up to approximately 5.3 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 20, 2024, there were no outstanding options to purchase shares of our common stock under our equity incentive plans, and
we had the authority to issue restricted stock awards or options to purchase up to an additional 3.0 million 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 sell shares of
common stock. As of December 31, 2023, we have remaining capacity to sell up to an additional $1.1 billion 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 debt, 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 debt 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 flows 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 debt 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, including Gary A. Shiffman, Bruce D. Thelen, Fernando Castro-Caratini, Marc
Farrugia, Aaron Weiss 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.
24
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:
•
•
•
•
•
•
•
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 flows and
upon renewal of our insurance policies, our coverage may change and our costs may increase.
We have a significant concentration of MH and RV properties and marinas on coastlines and in other areas where natural disasters or
other catastrophic events such as hurricanes, flash floods, sea-level rise, droughts, tornadoes, wildfires or 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 through a combination of self-insurance partially covering the risk and insurance provided by reputable companies
with commercially reasonable deductibles and limits. We believe the policy specifications and insured limits are appropriate and
adequate given the relative risk of loss, the cost of the coverage and industry practice. However, certain types of losses including, but
not limited to, riots or 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 flows from the affected property. We would also continue to be
obligated to repay any mortgage debt 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.
25
SUN COMMUNITIES, INC.
We renew our insurance policies annually. As a result of increased insurance claims across the industry and other market conditions, it
has been more difficult to obtain insurance, but in particular property insurance covering named windstorms, business interruption,
flood and earthquake insurance. There are fewer insurers willing to provide policies, and policies increasingly include lower coverage
limits, higher deductibles and higher premiums. These conditions may cause us to change the types and amounts of insurance we carry
and may provide us with reduced coverage and / or higher costs. This may require a change in our insurance purchasing philosophy
and strategy which can result in the assumption of greater risks to offset insurance market fluctuations.
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, local and foreign 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, local and foreign 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, Australian and UK properties are or will be exposed to the effects
of changes in the Canadian dollar, Australian dollar and Pound sterling, 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.
Deterioration in general economic conditions in the United States, and globally, including the effect of prolonged periods of
inflation, could harm our business and results of operations.
Our business and results of operations could be adversely affected by changes in national or global economic conditions. These
conditions include but are not limited to inflation, deflation, rising interest rates, availability of capital markets, energy availability and
costs, the negative impacts caused by outbreaks of disease and public health crises, negative impacts resulting from military conflicts
and the effects of governmental initiatives to manage economic conditions.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management
Our business operations rely on the consistent availability of our communication platforms, enterprise applications, and related
systems. We have implemented protocols to ensure the secure collection, storage, and transmission of data and have invested in the
development and enhancement of controls designed to prevent, detect, and respond to unauthorized access, computer viruses,
malware, data exfiltration, and other threats.
We have established an Information Security Management Committee to manage information security in accordance with the ISO
27001:2013 standard to ensure the consistent application of security principles, policy statements, and controls. In adhering to this
industry standard, we manage and mitigate material risks from threats to our systems and data by partnering with reputable,
recognized security firms, and conducting ongoing internal and external information security audits, risk assessments, anti-phishing
campaigns, penetration testing exercises, systems monitoring activities, employee training, and cyber incident response exercises. Our
policies include standards and procedures for vulnerability management, business continuity planning, encryption of sensitive data,
physical security, user access controls, vendor risk management, teleworking, mobile device management and system monitoring.
26
SUN COMMUNITIES, INC.
Comprehensive contingency and recovery plans are in place to ensure the ongoing provision of services to customers in the event of a
cybersecurity incident. These are tested on a regular basis against scenarios of varying degrees by both internal and external resources.
To manage vendor risk, we conduct ongoing risk assessments based on the vendor's published Systems and Operational Controls
("SOC") reports, information provided in vendor security questionnaires, and any publicly available information including ongoing
litigation or external disclosures.
As of the time of this filing, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to
materially affect our business strategy, results of operations, or financial conditions. Refer to "Risk Factors" in Part I, Item 1A in this
Annual Report on Form 10-K under the heading "Cybersecurity breaches and other disruptions could compromise our information and
expose us to liability, which would cause our business and reputation to suffer," for additional discussion about cybersecurity related
risks.
Governance
Senior leadership provides the Board of Directors with ongoing security updates, which include notable changes to program plans,
changes to the risk environment, information regarding material incidents that may have occurred, third-party audit reports on recent
assessments of our security controls, and details regarding forward-looking plans and strategies to mitigate cyber risk. The Audit
Committee of the Board of Directors provides oversight and is responsible for assessing risks to our business, in accordance with its
charter. The Audit Committee engages in regular conversations with senior leadership about our security systems in order to monitor
and mitigate risks from cybersecurity incidents, in accordance with our security principles and protocols.
The Senior Vice President of Information Technology and the Director of Information Security bear direct responsibility for daily
management of cyber risk. Oversight from the executive team, led by the Chief Administrative Officer, ensures strategic alignment.
With a wealth of executive leadership spanning over 20 years in both public and private sectors, these individuals collectively possess
more than 75 years of invaluable experience in information technology and security.
The Information Security Management Committee (ISMC) and Enterprise Risk Management Committees (ERM) meet regularly to
provide oversight of cyber risk management functions. Committee composition includes members from cross-functional departments,
including technology, innovation, human resources, accounting and finance, internal audit, operations and executive management.
Various members of these committees hold industry certifications representing expertise in information security risk and compliance
management, including the Certified Information Technology Professional (CITP), Certified Information Systems Security
Professional (CISSP), Certified Information Security Auditor (CISA), and Certified in Risk and Information Systems Control (CRISC)
designations.
27
SUN COMMUNITIES, INC.
ITEM 2. PROPERTIES
As of December 31, 2023, our properties were located in the U.S., the UK and Canada, and consisted of 353 MH communities, 179
RV communities and 135 marinas.
As of December 31, 2023, our properties contained an aggregate of 227,340 developed sites comprised of 118,430 developed MH
sites, 32,390 annual RV sites (inclusive of both annual and seasonal usage rights), 28,490 transient RV sites and 48,030 wet slips and
dry storage spaces. There are 17,980 additional MH and RV sites suitable for development. Most of our properties include amenities
oriented toward family and retirement living. Of our 667 properties, 318 properties have 300 or more developed sites, with the largest
having 2,340 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, 2023, our MH and RV properties had an occupancy rate of 96.4% excluding transient RV sites. Since January 1,
2019, our MH and RV properties have a five-year average annual turnover of homes (where the home is moved out of the community)
of approximately 3.0% and a five-year 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 6.9%. The average renewal rate for residents
in our Rental Program was 70.4% for the year ended December 31, 2023.
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 communities offer incremental amenities including
golf, pro shops, restaurants, zip lines, waterparks, watersports and thematic experiences.
Our MH and RV communities are principally located in the midwestern, southern and southeastern regions of the U.S., in the south of
England in the UK and in Canada. Our marinas are principally located in the northeastern, southern, mid-Atlantic, western and
midwestern 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 operations.
The following tables set forth certain information relating to our MH and RV properties as of December 31, 2023. The occupancy
percentage includes MH sites and annual RV sites and excludes transient RV sites.
Property Name
NORTH AMERICA
UNITED STATES
MIDWEST
Michigan
Academy / West Point
Allendale Meadows
Alpine Meadows
Andover
Apple Carr Village
Arbor Woods
Brentwood Village
Broadview Estates
Brookside Village
Byron Center
Camelot Villa
Charlevoix Estates
Cider Mill Crossings
Cider Mill Village
Country Acres
Country Hills Village
MH /
RV
City /
County (UK Only)
State /
Country
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
Occupancy
as of
12/31/2023
Occupancy
as of
12/31/2022
MH Canton
MH Allendale
MH Grand Rapids
MH Grass Lake
MH Muskegon
MH Ypsilanti
MH Kentwood
MH Davison
MH Kentwood
MH Byron Center
MH Macomb
MH Charlevoix
MH Fenton
MH Middleville
MH Cadillac
MH Hudsonville
28
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
440
350
400
130
710
460
200
470
200
140
710
180
620
260
180
240
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
99.5 %
99.7 %
99.3 %
97.6 %
97.3 %
98.9 %
96.4 %
98.7 %
99.5 %
97.9 %
98.5 %
99.5 %
98.6 %
98.1 %
94.5 %
100.0 %
98.0 %
97.4 %
98.5 %
100.0 %
97.5 %
98.0 %
98.5 %
97.9 %
99.5 %
97.2 %
98.2 %
98.9 %
97.6 %
98.4 %
95.1 %
100.0 %
Property Name
Country Meadows
Country Meadows Village
Creek Wood
Cutler Estates
Dutton Mill Village
East Village Estates
Egelcraft
Fisherman's Cove
Fox Run
Frenchtown Villa / Elizabeth Woods
Grand Village
Hamlin
Hickory Hills Village
Highland Greens Estates
Holiday West Village
Holly Village / Hawaiian Gardens
Hunters Crossing
Hunters Glen
Huntington Run
Jellystone Park™ Petoskey(3)
Kensington Meadows
Kimberly Estates
King's Court
Knollwood Estates
Lafayette Place
Lakeview
Leisure Village
Lincoln Estates
Meadow Lake Estates
Meadowbrook Estates
Meadowlands of Gibraltar
Meadowstone
Northville Crossing
Oak Island Village
Pinebrook Village
Pineview Estates
Presidential Estates
Richmond Place
River Haven Village
River Ridge
Rudgate Clinton
Rudgate Manor
Scio Farms
Sheffield Estates
Shelby Forest
Shelby West
Silver Springs
Southwood Village
St. Clair Place
Stonebridge
Sun Outdoors Kensington Valley(3)
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
580
400
340
260
310
710
460
160
140
1,140
220
230
280
880
340
420
110
400
210
50
290
390
800
160
250
390
260
190
420
450
320
230
760
250
190
1,010
360
120
720
290
670
930
910
230
660
640
550
390
100
—
320
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
240
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
170
Occupancy
as of
12/31/2023
97.4 %
100.0 %
98.8 %
98.8 %
99.3 %
99.3 %
99.6 %
98.8 %
16.4 % (1)
97.5 %
95.9 %
100.0 %
99.6 %
76.0 %
99.7 %
97.9 %
100.0 %
99.5 %
84.5 % (1)
100.0 %
98.3 %
97.9 %
99.5 %
98.1 %
96.5 %
99.0 %
100.0 %
99.5 %
99.5 %
96.5 %
99.4 %
95.7 %
99.7 %
98.4 %
99.5 %
95.7 %
99.2 %
99.1 %
98.6 %
99.7 %
98.8 %
98.4 %
99.6 %
96.9 %
98.6 %
99.8 %
98.5 %
98.2 %
98.0 %
N/A (1)
Occupancy
as of
12/31/2022
98.4 %
100.0 %
98.5 %
99.2 %
98.0 %
98.6 %
98.9 %
96.3 %
N/A (2)
98.9 %
97.7 %
97.0 %
98.2 %
67.5 %
100.0 %
97.9 %
98.2 %
99.7 %
100.0 %
100.0 %
95.5 %
98.4 %
99.0 %
96.9 %
95.3 %
97.4 %
99.2 %
99.5 %
97.9 %
95.8 %
99.4 %
97.0 %
99.5 %
97.2 %
96.2 %
86.9 %
99.7 %
94.9 %
99.0 %
99.7 %
99.1 %
98.0 %
99.3 %
98.2 %
98.5 %
98.8 %
98.9 %
99.0 %
98.0 %
N/A (1)
100.0 %
100.0 %
State /
Country
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
City /
County (UK Only)
MH /
RV
MH Flat Rock
MH Caledonia
MH Burton
MH Grand Rapids
MH Caledonia
MH Washington Twp.
MH Muskegon
MH Flint Twp.
MH Boyne City
MH Newport
MH Grand Rapids
MH Webberville
MH Battle Creek
MH Highland
MH Holland
MH Holly
MH Capac
MH Wayland
MH Kalamazoo
RV Petoskey
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 Hastings
MH Northville
MH East Lansing
MH Kentwood
MH Flint
MH Hudsonville
MH Richmond
MH Grand Haven
MH Saline
MH Clinton Township
MH Sterling Heights
MH Ann Arbor
MH Auburn Hills
MH Shelby Twp.
MH Shelby Twp.
MH Clinton Township
MH Grand Rapids
MH St. Clair
MH Richfield Twp.
RV New Hudson
29
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
Property Name
Sun Outdoors Petoskey Bay Harbor(3)
Sun Retreats Gun Lake(3)
Sun Retreats Silver Lake(3)
Sunset Ridge
Sycamore Village
Sylvan Crossing
Sylvan Glen Estates
Tamarac Village
Tamarac Village RV Resort
Tanglewood Village
Timberline Estates
Town & Country
Troy Villa
Warren Dunes Village
Waverly Shores Village
West Village Estates
White Lake
Windham Hills
Windsor Woods Village
Woodhaven Place
Michigan Total
Indiana
Brookside Manor
Carrington Pointe
Clear Water
Cobus Green
Four Seasons
Jellystone Park™ at Barton Lake(3)
Liberty Farm
Pebble Creek
Pine Hills
Roxbury Park
Sun Outdoors Lake Rudolph(3)
The Willows
Indiana Total
SOUTH
Texas
Austin Lone Star(3)
Bluebonnet Lake
Boulder Ridge
Branch Creek Estates
Chisholm Point
Comal Farms
Coyote Ranch Resort(3)
Creeks Crossing
Jellystone Park™ at Guadalupe River(3)
Jellystone Park™ at Hill Country(3)
Jetstream NASA(3)
Lantana Ranch South
City /
County (UK Only)
MH /
RV
RV Petoskey
RV Hopkins
RV Mears
MH Portland
MH Mason
MH Chelsea
MH Brighton
MH Ludington
RV Ludington
MH Brownstown
MH Coopersville
MH Traverse City
MH Troy
MH Bridgman
MH Holland
MH Romulus
MH White Lake
MH Jackson
MH Wayland
MH Woodhaven
State /
Country
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MH Goshen
MH Fort Wayne
MH South Bend
MH Osceola
MH Elkhart
RV Fremont
MH Valparaiso
MH Greenwood
MH Middlebury
MH Goshen
RV Santa Claus
MH Goshen
RV Austin
MH Austin
MH Pflugerville
MH Austin
MH Pflugerville
MH New Braunfels
RV Wichita Falls
MH Kyle
RV Kerrville
RV Canyon Lake
RV Houston
MH Brookshire
30
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
Occupancy
as of
12/31/2023
100.0 %
100.0 %
100.0 %
88.2 % (1)
99.2 %
54.4 % (1)
98.9 %
99.3 %
100.0 %
100.0 %
99.0 %
99.5 %
90.8 %
100.0 %
99.8 %
98.9 %
98.7 %
98.1 %
99.4 %
99.5 %
97.1 %
Occupancy
as of
12/31/2022
100.0 %
100.0 %
100.0 %
98.7 %
98.5 %
49.1 % (1)
98.5 %
98.3 %
100.0 %
100.0 %
97.3 %
99.0 %
85.1 %
99.7 %
100.0 %
99.5 %
95.9 %
96.8 %
98.7 %
94.5 %
96.7 %
150
20
30
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
610
—
—
—
—
—
500
—
—
—
—
530
—
1,030
99.1 %
99.4 %
98.7 %
99.7 %
97.2 %
100.0 %
92.3 %
99.3 %
97.7 %
95.7 %
N/A
93.7 % (1)
97.8 %
70
—
—
—
—
—
160
—
260
170
90
—
100.0 %
N/A (1)
99.3 %
99.8 %
99.5 %
98.9 %
N/A
94.9 % (1)
N/A
N/A
100.0 %
N/A (1)
97.5 %
97.9 %
98.7 %
99.7 %
95.9 %
100.0 %
95.5 %
99.0 %
99.2 %
93.2 %
N/A
82.8 % (1)
96.6 %
100.0 %
N/A (1)
98.6 %
99.5 %
99.3 %
98.9 %
N/A
56.6 % (1)
N/A
N/A
100.0 %
N/A (1)
10
310
230
500
400
280
480
300
110
250
300
190
280
310
410
630
320
470
310
220
32,890
570
470
230
380
220
60
220
300
130
400
—
170
3,150
80
—
1,220
400
430
370
—
200
—
—
110
—
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
Property Name
Lone Star Jellystone Park(3)
Oak Crest
Pearwood(3)
Pecan Branch
Pine Acre Trails
Pine Trace
River Ranch
River Ridge Estates
Saddlebrook
Sandy Lake
Sandy Lake RV Resort(3)
Stonebridge
Summit Ridge
Sun Outdoors Lake Travis(3)
Sun Retreats San Antonio West(3)
Sun Retreats Texas Hill Country(3)
Sunset Ridge
Traveler's World
Traveler's World RV Resort(3)
Treetops(3)
Woodlake Trails
Texas Total
SOUTHEAST
Florida
Arbor Terrace(3)
Ariana Village
Bahia Vista Estates
Baker Acres(3)
Big Tree(3)
Blue Heron Pines
Blue Jay
Blue Jay RV Resort
Blueberry Hill(3)
Brentwood Estates
Buttonwood Bay
Buttonwood Bay RV Resort(3)
Candlelight Manor
Carriage Cove
Central Park
Central Park RV Resort(3)
Citrus Hill(3)
Club Wildwood
Colony in the Wood
Cypress Greens
Deerwood
Ellenton Gardens(3)
Fairfield Village
Flamingo Lake(3)
Forest View
Glen Haven
City /
County (UK Only)
MH /
RV
RV Waller
MH Austin
RV Pearland
MH Georgetown
MH Conroe
MH Houston
MH Austin
MH Austin
MH San Marcos
MH Carrollton
RV Carrollton
MH San Antonio
MH Converse
RV Austin
RV San Antonio
RV New Braunfels
MH Kyle
MH San Antonio
RV San Antonio
RV Arlington
MH San Antonio
State /
Country
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
RV Bradenton
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
MH Hudson
MH Port Orange
MH Lake Alfred
MH Orlando
RV Ellenton
MH Ocala
RV Jacksonville
MH Homosassa
MH Zephyrhills
31
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
Occupancy
as of
12/31/2023
N/A
97.9 %
100.0 %
98.7 %
44.2 % (1)
98.2 %
99.4 %
99.0 %
99.3 %
100.0 %
100.0 %
99.1 %
97.8 %
100.0 %
100.0 %
100.0 %
72.5 % (1)
100.0 %
100.0 %
100.0 %
99.1 %
96.1 %
Occupancy
as of
12/31/2022
N/A
98.2 %
100.0 %
99.1 %
6.0 % (1)
97.6 %
98.9 %
98.4 %
99.1 %
100.0 %
100.0 %
100.0 %
99.3 %
100.0 %
100.0 %
100.0 %
76.8 % (1)
100.0 %
100.0 %
100.0 %
94.3 % (1)
94.3 %
350
—
10
—
—
—
—
—
—
—
10
—
—
140
160
240
—
—
130
40
—
1,830
40
—
—
50
10
—
—
—
20
—
—
120
—
—
—
90
10
—
—
—
—
20
—
240
—
—
100.0 %
99.5 %
99.2 %
100.0 %
100.0 %
99.3 %
98.1 %
100.0 %
100.0 %
99.5 %
99.3 %
100.0 %
98.4 %
99.6 %
83.6 % (1)
100.0 %
100.0 %
99.6 %
94.5 %
99.2 %
99.8 %
100.0 %
100.0 %
100.0 %
98.7 %
100.0 %
100.0 %
99.0 %
100.0 %
100.0 %
100.0 %
99.8 %
99.5 %
100.0 %
100.0 %
99.5 %
99.5 %
100.0 %
99.2 %
99.4 %
89.5 %
100.0 %
100.0 %
99.8 %
97.1 %
98.5 %
99.3 %
100.0 %
100.0 %
100.0%
98.7 %
100.0 %
—
650
130
230
250
680
850
510
560
50
210
330
440
110
110
130
450
10
30
130
320
8,990
330
210
250
310
400
410
210
50
380
190
410
410
130
470
130
260
180
480
380
260
570
160
290
180
300
50
Property Name
Glen Haven RV Resort(3)
Goldcoaster
Goldcoaster RV Resort
Grand Bay
Grove Ridge(3)
Gulfstream Harbor
Hacienda Del Rio
Hidden River(3)
Holly Forest
Horseshoe Cove RV Resort(3)
Indian Creek
Indian Creek RV Resort
Island Lakes
King's Lake
Kings Manor
Kings Pointe
Kissimmee Gardens
Kissimmee South
Kissimmee South RV Resort(3)
La Costa Village
Lake Juliana Landings
Lake Pointe Village
Lake San Marino RV Park(3)
Lakeland(3)
Lakeshore Landings
Lakeshore Villas
Lamplighter
Majestic Oaks(3)
Marco Naples(3)
Meadowbrook Village
Mill Creek
Mill Creek RV Resort(3)
North Lake(3)
Oakview Estates
Ocean Breeze Resort - Jensen Beach
Ocean Breeze Resort - Jensen Beach RV
Resort(3)
Ocean Breeze - Marathon
Ocean Breeze - Marathon RV Resort
Ocean View
Orange City
Orange City RV Resort(3)
Orange Tree Village
Paddock Park South
Palm Key Village
Palm Village
Park Place
Park Royale
Pecan Park(3)
Pelican Bay
Pleasant Lake RV Resort(3)
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
200
540
10
130
200
970
800
250
400
410
—
—
300
240
240
230
240
140
160
660
270
360
330
220
310
280
260
230
210
260
30
140
230
120
330
70
50
—
70
—
510
250
190
200
150
480
310
160
220
330
20
—
—
—
40
—
—
50
—
60
—
—
—
—
—
—
—
—
40
—
—
—
80
10
—
—
—
30
90
—
—
10
40
—
—
90
—
—
—
—
10
—
—
—
—
—
—
180
—
10
Occupancy
as of
12/31/2023
100.0 %
98.9 %
100.0 %
100.0 %
100.0 %
99.8 %
90.9 % (1)
100.0 %
99.8 %
100.0 %
Occupancy
as of
12/31/2022
100.0 %
99.4 %
100.0 %
100.0 %
100.0 %
99.8 %
91.0 % (1)
100.0 %
100.0 %
100.0 %
— % (4)
— % (4)
100.0 %
100.0 %
98.7 %
100.0 %
99.6 %
96.5 %
100.0 %
100.0 %
99.3 %
99.4 %
100.0 %
100.0 %
99.7 %
99.6 %
99.2 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
92.4 %
87.5 % (1)
100.0 %
100.0 %
N/A (5)
11.3 % (1)
100.0 %
100.0 %
100.0 %
84.6 %
100.0 %
100.0 %
97.9 %
99.0 %
100.0 %
97.7 %
100.0 %
— % (4)
— % (4)
100.0 %
100.0 %
96.2 %
100.0 %
99.2 %
96.5 %
100.0 %
100.0 %
98.5 %
99.2 %
100.0 %
100.0 %
98.7 %
98.9 %
99.6 %
100.0 %
100.0 %
100.0 %
91.2 %
100.0 %
100.0 %
95.8 %
79.7 % (1)
100.0 %
100.0 % (5)
— % (5)
N/A (1)
100.0 %
100.0 %
100.0 %
80.9 %
100.0 %
100.0 %
97.7 %
100.0 %
100.0 %
99.1 %
100.0 %
State /
Country
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
City /
County (UK Only)
MH /
RV
RV Zephyrhills
MH Homestead
RV Homestead
MH Dunedin
RV Dade City
MH Orlando
MH Edgewater
RV Riverview
MH Holly Hill
RV Bradenton
MH Ft. Myers Beach
RV Ft. Myers Beach
MH Merritt Island
MH DeBary
MH Lakeland
MH Lake Alfred
MH Kissimmee
MH Davenport
RV Davenport
MH Port Orange
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
RV Moore Haven
MH Arcadia
MH Jensen Beach
RV Jensen Beach
MH Marathon
RV Marathon
MH Jensen Beach
MH Orange City
RV Orange City
MH Orange City
MH Ocala
MH Davenport
MH Bradenton
MH Sebastian
MH Pinellas Park
RV Jacksonville
MH Micco
RV Bradenton
32
SUN COMMUNITIES, INC.
City /
County (UK Only)
MH /
RV
Property Name
MH Frostproof
Rainbow
RV Frostproof
Rainbow RV Resort
Rainbow Village Largo(3)
RV Largo
Rainbow Village Zephyrhills(3)
RV Zephyrhills
MH Bushnell
Red Oaks
Red Oaks RV Resort(3)
RV Bushnell
MH Clearwater
Regency Heights
MH Ruskin
Riverside Club
MH Miami
Royal Country
MH Haines City
Royal Palm Village
MH Ocala
Saddle Oak Club
MH Sarasota
Saralake Estates
MH Port St. Lucie
Savanna Club
MH North Fort Myers
Serendipity
Settler's Rest(3)
RV Zephyrhills
MH Hudson
Shadow Wood Village
MH Ocala
Shady Road Villas
MH Punta Gorda
Shell Creek
Shell Creek RV Resort(3)
RV Punta Gorda
RV Ft. Myers
Siesta Bay
MH Zephyrhills
Southern Charm
Southern Charm RV Resort(3)
RV Zephyrhills
Southern Leisure RV Resort(3)
RV Chiefland
MH Zephyrhills
Southport Springs Golf & Country Club
MH Thonotosassa
Spanish Main
Spanish Main RV Resort(3)
RV Thonotosassa
MH Homosassa
Stonebrook
MH Islamorada
Sun Outdoors Islamorada
Sun Outdoors Islamorada RV Resort(3)
RV Islamorada
Sun Outdoors Key Largo(3)
RV Key Largo
Sun Outdoors Marathon(3)
RV Marathon
Sun Outdoors Panama City Beach
MH Panama City Beach
Sun Outdoors Panama City Beach RV Resort(3) RV Panama City Beach
Sun Outdoors Sarasota(3)
Sun Outdoors St. Augustine(3)
Sun Outdoors Sugarloaf Key(3)
Sun Retreats Crystal River(3)
Sun Retreats Daytona Beach(3)
Sun Retreats Dunedin(3)
Sun Retreats Estero Bay(3)
Sun Retreats Fort Myers Beach
Sun Retreats Homosassa River(3)
Sun Retreats Lake Josephine(3)
Sun Retreats Naples(3)
Sun Retreats Naples East(3)
Sun Retreats Ocala Orange Lake(3)
Sun Retreats Orlando ChampionsGate
Sun Retreats Orlando ChampionsGate RV
Resort(3)
Suncoast Gateway
Sundance
RV Sarasota
RV St. Augustine
RV Summerland Key
RV Crystal River
RV Port Orange
RV Dunedin
RV Fort Myers
RV Ft. Myers
RV Homosassa Springs
RV Sebring
RV Naples
RV Naples
RV Citra
MH Davenport
RV Davenport
MH Port Richey
MH Zephyrhills
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
40
460
280
340
100
600
390
730
860
390
380
200
1,080
340
330
260
130
50
150
—
—
430
410
550
60
250
210
60
—
10
10
40
—
1,150
—
—
310
180
200
280
—
150
170
150
270
340
40
100
170
330
—
—
30
40
—
310
—
—
—
—
—
—
—
—
50
—
—
—
30
—
—
70
90
—
—
30
—
—
80
30
80
—
160
370
170
100
90
50
40
20
—
80
10
20
30
70
—
170
—
—
State /
Country
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
Occupancy
as of
12/31/2023
100.0 %
100.0 %
100.0 %
100.0 %
92.2 %
100.0 %
100.0 %
96.7 %
99.9 %
88.9 %
99.7 %
100.0 %
98.1 %
90.5 %
100.0 %
96.9 %
95.3 %
92.6 %
100.0 %
— % (4)
100.0 %
100.0 %
100.0 %
99.5 %
98.2 %
100.0 %
94.0 % (1)
42.9 % (5)
100.0 %
100.0 %
100.0 %
100.0 %
N/A
100.0 %
N/A
N/A
100.0 %
100.0 %
100.0 %
100.0 %
N/A (4)
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
67.4 % (1)
100.0 %
98.8 %
100.0 %
Occupancy
as of
12/31/2022
100.0 %
100.0 %
100.0 %
100.0 %
93.2 %
100.0 %
99.2 %
94.2 % (1)
99.9 %
87.3 %
99.5 %
99.5 %
98.9 %
92.9 %
100.0 %
85.4 % (1)
93.8 %
98.1 %
100.0 %
— % (4)
100.0 %
100.0 %
100.0 %
99.5 %
96.4 %
100.0 %
93.5 % (1)
5.0 % (5)
— % (5)
100.0 %
100.0 %
97.6 %
N/A
100.0 %
N/A
N/A
100.0 %
100.0 %
100.0 %
100.0 %
— % (4)
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
68.2 % (1)
100.0 %
98.8 %
100.0 %
33
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
Property Name
Sunlake Estates
Sunset Harbor at Cow Key Marina
Sweetwater(3)
Tallowwood Isle
Tampa East
Tampa East RV Resort(3)
The Hamptons Golf & Country Club
The Hideaway
The Hills
The Landings at Lake Henry
The Ridge
The Valley
ThemeWorld(3)
Three Lakes(3)
Tranquility MHC
Vista del Lago
Vista del Lago RV Resort
Vizcaya Lakes
Walden Woods I
Walden Woods II
Water Oak Country Club Estates
Waters Edge(3)
Westside Ridge
Windmill Village
Woodlands at Church Lake
Florida Total
Virginia
Jellystone Park™ Chincoteague Island(6)
Jellystone Park™ at Luray(3)
Jellystone Park™ at Natural Bridge(6)
Pine Ridge
Sun Outdoors Cape Charles(6)
Sun Outdoors Chesapeake Bay(3)
Sun Outdoors Chincoteague Bay
Sun Retreats Gwynn's Island(3)
Sun Retreats New Point
Sun Retreats Shenandoah Valley(3)
Sunset Beach RV Resort(6)
Virginia Total
SOUTHWEST
California
49'er Village(3)
Alta Laguna
Bel Air Estates
Caliente Sands
Cisco Grove Campground & RV
El Capitan Canyon(3)
El Capitan Horse Ranch
City /
County (UK Only)
MH /
RV
MH Grand Island
MH Key West
RV Zephyrhills
MH Coconut Creek
MH Dover
RV Dover
MH Auburndale
MH Key West
MH Apopka
MH Haines City
MH Davenport
MH Apopka
RV Davenport
RV Hudson
MH Bushnell
MH Bradenton
RV Bradenton
MH Port Charlotte
MH Homosassa
MH Homosassa
MH Lady Lake
RV Zephyrhills
MH Auburndale
MH Davenport
MH Groveland
State /
Country
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
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
CA
CA
CA
CA
CA
CA
CA
RV Chincoteague
RV East Luray
Natural Bridge
RV
Station
MH Prince George
RV Cape Charles
RV Temperanceville
RV Chincoteague
RV Gwynn
RV New Point
RV Stuarts Draft
RV Cape Charles
RV Plymouth
MH Rancho Cucamonga
MH Menifee
MH Cathedral City
RV Emigrant Gap
RV Goleta
RV Goleta
34
Occupancy
as of
12/31/2023
97.3 %
98.7 %
100.0 %
97.1 %
100.0 %
100.0 %
99.9 %
100.0 %
99.0 %
99.5 %
99.4 %
100.0 %
100.0 %
100.0 %
48.0 %
99.3 %
100.0 %
88.9 %
100.0 %
100.0 %
80.0 % (1)
100.0 %
100.0 %
99.8 %
92.7 %
97.7 %
Occupancy
as of
12/31/2022
96.8 %
98.7 %
100.0 %
97.1 %
100.0 %
100.0 %
99.9 %
100.0 %
99.0 %
99.2 %
99.8 %
100.0 %
100.0 %
100.0 %
30.8 %
100.0 %
100.0 %
95.4 %
100.0 %
100.0 %
79.3 % (1)
100.0 %
99.1 %
99.8 %
86.9 %
97.4 %
—
—
60
—
—
50
—
—
—
—
—
—
10
30
—
—
—
—
—
—
—
30
—
—
—
3,760
300
250
100.0 %
N/A
N/A
N/A
230
—
600
250
—
10
—
60
250
1,950
100.0 %
99.7 %
100.0 %
N/A
N/A (1)
100.0 %
100.0 %
100.0 %
100.0 %
99.9 %
220
—
—
—
—
170
—
100.0 %
100.0 %
89.9 %
99.2 %
100.0 %
N/A
N/A
100.0 %
99.5 %
N/A
N/A
N/A (1)
100.0 %
100.0 %
100.0 %
N/A
99.8 %
100.0 %
100.0 %
88.9 %
98.3 %
100.0 %
N/A
N/A (2)
410
80
230
270
30
620
830
10
100
390
480
150
140
280
20
140
40
120
210
210
1,610
190
220
510
290
40,650
50
—
70
380
60
—
—
120
320
450
50
1,500
110
300
200
120
20
—
—
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
City /
County (UK Only)
MH /
RV
MH Grass Valley
MH La Habra
MH Modesto
MH Simi Valley
MH West Covina
MH Temecula
RV Indio
RV Lodi
MH Lakeside
MH Yucaipa
MH Arcata
MH Ventura
MH Menifee
MH Moreno Valley
MH Napa
MH Coarsegold
MH McKinleyville
Property Name
Forest Springs
Friendly Village of La Habra
Friendly Village of Modesto
Friendly Village of Simi
Friendly Village of West Covina
Heritage
Indian Wells(3)
Jellystone Park™ at Tower Park(3)
Lakefront
Lakeview Estates
Lazy J Ranch
Lemon Wood
Menifee Development
Moreno 66 Development
Napa Valley
Oak Creek
Ocean West
Palos Verdes Shores MH & Golf Community MH San Pedro
Pembroke Downs
Pismo Dunes Resort(3)
Rancho Alipaz
Rancho Caballero
Royal Palms
Royal Palms RV Resort
Sun Outdoors Central Coast Wine Country(3)
Sun Outdoors Paso Robles(3)
Sun Outdoors San Diego Bay
Sun Outdoors San Diego Bay RV Resort(3)
Sun Outdoors Santa Barbara(3)
Sunrise Estates
The Colony
Vallecito
Victor Villa
Vines(3)
Vista del Lago
MH Chino
RV Pismo Beach
MH San Juan Capistrano
MH Riverside
MH Cathedral City
RV Cathedral City
RV Paso Robles
RV Paso Robles
MH San Diego
RV San Diego
RV Goleta
MH Banning
MH Oxnard
MH Newbury Park
MH Victorville
RV Paso Robles
MH Scotts Valley
California Total
Arizona
Blue Star
Blue Star
Brentwood West
Buena Vista
Desert Harbor
La Casa Blanca
Leaf Verde(3)
Lost Dutchman
Lost Dutchman RV Resort
Mountain View
Palm Creek Resort & Residences
Palm Creek Resort & Residences RV Resort(3)
MH Apache Junction
RV Apache Junction
MH Mesa
MH Buckeye
MH Apache Junction
MH Apache Junction
RV Buckeye
MH Apache Junction
RV Apache Junction
MH Mesa
MH Casa Grande
RV Casa Grande
35
State /
Country
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
Occupancy
as of
12/31/2023
93.3 % (1)
100.0 %
99.3 %
100.0 %
99.4 %
100.0 %
100.0 %
N/A
100.0 %
99.7 %
99.1 %
100.0 %
Occupancy
as of
12/31/2022
92.0 % (1)
99.1 %
98.6 %
99.5 %
98.7 %
100.0 %
100.0 %
N/A
99.7 %
99.7 %
98.6 %
100.0 %
—
—
—
—
—
—
170
360
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
200
330
—
250
100
—
—
—
—
80
—
1,880
N/A (1)
N/A (1)
99.6 %
100.0 %
99.2 %
100.0 %
100.0 %
100.0 %
100.0 %
99.3 %
99.1 %
100.0 %
N/A
N/A
N/A (1)
N/A
N/A
91.7 % (1)
100.0 %
100.0 %
98.6 %
100.0 %
99.5 %
98.8 %
—
—
—
—
—
—
160
—
—
—
—
700
100.0 %
100.0 %
100.0 %
98.3 %
99.5 %
99.5 %
100.0 %
92.0 % (1)
N/A
97.1 %
82.0 % (1)
100.0 %
N/A (1)
N/A (1)
100.0 %
99.0 %
99.2 %
100.0 %
100.0 %
100.0 %
100.0 %
99.7 %
98.4 %
100.0 %
N/A
N/A
N/A (1)
N/A
N/A
90.6 % (1)
100.0 %
100.0 %
99.3 %
N/A
100.0 %
98.6 %
100.0 %
100.0 %
99.7 %
92.0 %
100.0 %
99.0 %
100.0 %
87.2 % (1)
N/A
97.6 %
78.7 % (1)
100.0 %
370
330
290
220
160
190
170
—
290
300
220
230
—
—
260
200
130
240
160
330
130
300
440
40
—
—
—
—
—
180
150
300
290
50
200
6,920
—
150
350
400
210
200
220
220
—
170
510
1,130
SUN COMMUNITIES, INC.
Property Name
Rancho Mirage
Reserve at Fox Creek
Spanish Trails West
Spanish Trails West RV Resort(3)
Sun Valley
Arizona Total
City /
County (UK Only)
MH /
RV
MH Apache Junction
MH Bullhead City
MH Casa Grande
RV Casa Grande
MH Apache Junction
State /
Country
AZ
AZ
AZ
AZ
AZ
Colorado
Cave Creek
Eagle Crest
Jellystone Park™ at Larkspur(3)
North Point Estates
Skyline
Smith Creek Crossing
Sun Outdoors Rocky Mountains
Sun Outdoors Rocky Mountains RV Resort(3)
Swan Meadow Village
The Foothills
The Grove at Alta Ridge
Timber Ridge
Willow Crossing
Colorado Total
MH Evans
MH Firestone
RV Larkspur
MH Pueblo
MH Fort Collins
MH Granby
MH Granby
RV Granby
MH Dillon
MH Fort Collins
MH Thornton
MH Ft. Collins
MH Fort Lupton
NORTHEAST
Connecticut
Beechwood
Cedar Springs
Forest Hill
Grove Beach
Hillcrest
Lakeside
Lakeview CT
Laurel Heights
Marina Cove
Millwood
New England Village
Oak Grove
Rolling Hills
Sun Outdoors Mystic(3)
Three Gardens
Yankee Village
Connecticut Total
Maine
Augusta Village
Birch Hill Estates
Hancock Heights Estates
Holiday Park Estates
Jellystone Park™ Androscoggin Lake(3)
Maplewood Manor
Merrymeeting
MH Killingworth
MH Southington
MH Southington
MH Westbrook
MH Uncasville
MH Terryville
MH Danbury
MH Uncasville
MH Uncasville
MH Uncasville
MH Westbrook
MH Plainville
MH Storrs
RV Old Mystic
MH Southington
MH Old Saybrook
MH Augusta
MH Bangor
MH Hancock
MH Bangor
RV North Monmouth
MH Brunswick
MH Brunswick
36
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
ME
ME
ME
ME
ME
ME
ME
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
Occupancy
as of
12/31/2023
99.7 %
99.4 %
13.2 % (1)
100.0 %
98.1 %
94.7 %
Occupancy
as of
12/31/2022
99.7 %
99.7 %
0.5 % (1)
N/A (1)
98.1 %
91.3 %
310
310
130
10
270
4,590
450
440
—
110
170
310
40
—
170
—
410
580
220
2,900
300
190
190
140
210
80
180
50
20
40
60
40
200
70
130
20
1,920
60
380
110
220
50
300
40
—
—
—
60
—
920
—
—
540
—
—
—
—
450
—
—
—
—
—
990
99.8 %
99.5 %
N/A
99.1 %
100.0 %
43.2 % (1)
100.0 %
100.0 %
100.0 %
N/A
99.8 %
99.1 %
11.9 % (1)
87.0 %
—
—
—
—
—
—
—
—
—
—
—
—
—
80
—
—
80
98.7 %
98.4 %
99.5 %
100.0 %
99.0 %
96.1 %
97.2 %
91.8 %
92.0 %
31.1 % (1)
100.0 %
93.3 %
82.0 %
100.0 %
98.5 %
100.0 %
95.0 %
—
—
—
—
160
—
—
94.9 %
99.5 %
97.3 %
97.7 %
100.0 %
98.3 %
100.0 %
100.0 %
99.8 %
N/A
95.4 %
100.0 %
34.8 % (1)
100.0 %
N/A
100.0 %
N/A
100.0 %
99.3 %
— % (1)
88.2 %
98.3 %
97.4 %
97.9 %
100.0 %
99.5 %
96.1 %
95.0 %
89.8 %
92.0 %
13.3 % (1)
100.0 %
93.3 %
78.0 %
100.0 %
96.3 %
100.0 %
93.4 %
94.9 %
96.6 %
97.3 %
92.7 %
100.0 %
99.3 %
97.7 %
SUN COMMUNITIES, INC.
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
Property Name
Norway Commons
Riverside Drive Park
Sun Outdoors Old Orchard Beach
Downtown(3)
Sun Outdoors Saco Old Orchard Beach(3)
Sun Outdoors Wells Beach(3)
Sun Retreats at Wild Acres(3)
Sun Retreats Old Orchard Beach(3)
Town & Country Village
Maine Total
New Jersey
Cape May Crossing
Deep Run
Hospitality Creek Campground(3)
Shady Pines
Shady Pines RV Resort(3)
Sun Outdoors Cape May(6)
Sun Retreats Avalon(3)
Sun Retreats Cape May Wildwood(3)
Sun Retreats Long Beach Island(3)
Sun Retreats Pleasant Acres Farm(3)
Sun Retreats Sea Isle(3)
Sun Retreats Seashore(3)
New Jersey Total
New York
Cherrywood
Jellystone Park™ at Birchwood Acres(6)
Jellystone Park™ at Birchwood Acres RV
Resort(6)
Jellystone Park™ at Gardiner(3)
Jellystone Park™ of Western New York(3)
Kittatinny Campground & RV Resort(3)
Parkside Village
Sky Harbor
Sun Outdoors Association Island(3)
Sun Retreats Adirondack Gateway
The Villas at Calla Pointe
New York Total
OTHER
Sun Outdoors Orange Beach(3)
Fort Dupont
High Point Park
Jellystone Park™ at Delaware Beaches(3)
Sea Air Village
Sea Air Village RV Resort(3)
Sun Outdoors Rehoboth Bay(6)
Sun Retreats Rehoboth Bay
City /
County (UK Only)
MH /
RV
MH Norway
MH Augusta
State /
Country
ME
ME
ME
ME
ME
ME
ME
ME
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
NY
AL
DE
DE
DE
DE
DE
DE
DE
RV Old Orchard Beach
RV Saco
RV Wells
RV Old Orchard Beach
RV Old Orchard Beach
MH Lisbon
MH Cape May
MH Cream Ridge
RV Williamstown
MH Galloway Township
RV Galloway Township
RV Cape May
Cape May Court
RV
House
RV Cape May
RV Barnegat
RV Sussex
RV Clermont
RV Cape May
MH Clinton
MH Greenfield Park
RV Greenfield Park
RV Gardiner
RV North Java
RV Barryville
MH Cheektowaga
MH Cheektowaga
RV Henderson
RV Gansevoort
MH Cheektowaga
RV Orange Beach
RV Delaware City
MH Frederica
RV Delaware City
MH Rehoboth Beach
RV Rehoboth Beach
RV Millsboro
MH Millsboro
37
Occupancy
as of
12/31/2023
74.0 % (1)
92.6 %
Occupancy
as of
12/31/2022
83.1 % (1)
81.0 %
100.0 %
100.0 %
N/A
100.0 %
100.0 %
98.6 %
96.0 %
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 %
N/A
N/A
100.0 %
100.0 %
97.9 %
95.4 %
100.0 %
100.0 %
100.0%
100.0 %
100.0 %
N/A
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
—
—
230
170
230
250
30
—
1,070
—
—
170
—
20
250
70
150
30
130
20
230
1,070
—
—
98.9 %
100.0 %
93.8 % (1)
100.0 %
180
310
340
330
—
—
260
—
—
1,420
100.0 %
100.0 %
100.0 %
N/A
99.4 %
98.7 %
100.0 %
100.0 %
100.0 %
99.3 %
500
—
—
260
—
10
290
—
N/A
N/A
98.3 %
N/A
99.2 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
N/A
100.0 %
97.7 %
100.0 %
100.0 %
100.0 %
98.5 %
N/A
N/A
97.8 %
N/A
99.2 %
100.0 %
N/A
95.0 %
260
160
90
20
—
380
260
140
2,470
30
240
70
40
70
100
460
480
180
160
690
450
2,970
180
—
130
20
10
—
160
520
40
340
120
1,520
—
—
410
—
380
120
10
200
SUN COMMUNITIES, INC.
Property Name
Sun Retreats Rehoboth Bay RV Resort
Countryside Village of Atlanta
Countryside Village of Gwinnett
Countryside Village of Lake Lanier
Wymberly
Autumn Ridge
Jellystone Park™ of Chicago(3)
Maple Brook
Oak Ridge
Sun Retreats Rock River(3)
Wildwood Community
Jellystone Park™ at Mammoth Cave(6)
Sun Outdoors New Orleans North Shore(3)
Sun Retreats Cape Cod(3)
Sun Retreats Dennis Port(3)
Sun Retreats Peters Pond(3)
Hyde Park
Jellystone Park™ at Maryland(3)
Southside Landing
Sun Outdoors Frontier Town(6)
Sun Outdoors Ocean City(3)
Sun Outdoors Ocean City Gateway(6)
Southern Hills / Northridge Place
Jellystone Park™ at Memphis(3)
Sun Outdoors Yellowstone North(3)
Coastal Estates
Glen Laurel
Jellystone Park™ at Golden Valley(3)
Meadowbrook
Sun Retreats Nantahala(3)
Stoneridge Villas
Sun Villa Estates
Brook Ridge
Crestwood
Farmwood Village
Glen Ellis Family Campground(3)
Hannah Village
Hemlocks
River Pines
Strafford / Lake Winnipesaukee South KOA(6)
Westward Shores Cottages & RV Resort(3)
Apple Creek
East Fork Crossing
Oakwood Village
Orchard Lake
Sun Retreats Geneva on the Lake(3)
Westbrook Senior Village
Westbrook Village
Willowbrook Place
Woodside Terrace
Country Village Estates
State /
Country
DE
GA
GA
GA
GA
IA
IL
IL
IL
IL
IL
KY
LA
MA
MA
MA
MD
MD
MD
MD
MD
MD
MN
MS
MT
NC
NC
NC
NC
NC
NV
NV
NH
NH
NH
NH
NH
NH
NH
NH
NH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OR
City /
County (UK Only)
MH /
RV
RV Millsboro
MH Lawrenceville
MH Buford
MH Buford
MH Martinez
MH Ankeny
RV Millbrook
MH Matteson
MH Manteno
RV Hillsdale
MH Sandwich
RV Cave City
RV Ponchatoula
RV East Falmouth
RV Dennisport
RV Sandwich
MH Easton
RV Williamsport
MH Cambridge
RV Berlin
RV Berlin
RV Whaleyville
MH Stewartville
RV Horn Lake
RV Gardiner
MH Hampstead
MH Concord
RV Bostic
MH Charlotte
RV Sylva
MH Gardnerville
MH Reno
MH Hooksett
MH Concord
MH Dover
RV Glen
MH Lebanon
MH Tilton
MH Nashua
RV Strafford
RV West Ossipee
MH Amelia
MH Batavia
MH Miamisburg
MH Milford
RV Geneva on the Lake
MH Toledo
MH Toledo
MH Toledo
MH Holland
MH Oregon City
38
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
300
260
330
550
280
410
150
440
430
270
480
—
—
80
230
370
240
—
100
30
—
20
470
—
—
150
260
—
320
70
—
320
90
320
160
—
80
100
480
10
430
180
350
510
150
510
110
340
270
440
520
—
—
—
—
—
—
240
—
—
230
—
330
330
180
20
40
—
230
—
660
390
190
—
160
80
—
—
360
—
20
—
—
—
—
—
300
—
—
—
130
70
—
—
—
—
120
—
—
—
—
—
Occupancy
as of
12/31/2023
100.0 %
98.9 %
100.0 %
99.6 %
81.9 % (1)
97.8 %
100.0 %
99.3 %
99.5 %
100.0 %
99.2 %
N/A
N/A
100.0 %
100.0 %
100.0 %
99.6 %
N/A
100.0 %
100.0 %
100.0 %
100.0 %
97.7 %
N/A
N/A
94.8 % (1)
98.8 %
N/A
99.7 %
100.0 %
N/A (1)
99.7 %
100.0 %
99.7 %
100.0 %
N/A
100.0 %
100.0 %
99.6 %
100.0 %
100.0 %
98.9 %
99.4 %
99.0 %
99.3 %
100.0 %
100.0 %
97.7 %
97.4 %
96.4 %
100.0 %
Occupancy
as of
12/31/2022
100.0 %
99.2 %
98.2 %
99.1 %
78.3 % (1)
97.6 %
100.0 %
99.8 %
99.8 %
100.0 %
99.2 %
N/A
N/A
100.0 %
100.0 %
100.0 %
100.0 %
N/A
100.0 %
N/A
100.0 %
N/A
97.5 %
N/A
N/A
82.5 % (1)
98.8 %
N/A
100.0 %
100.0 %
N/A (1)
99.1 %
100.0 %
100.0 %
100.0 %
N/A
100.0 %
100.0 %
100.0 %
N/A
100.0 %
98.3 %
100.0 %
98.8 %
98.0 %
100.0 %
100.0 %
94.5 %
95.1 %
95.7 %
100.0 %
SUN COMMUNITIES, INC.
Property Name
Forest Meadows
Sun Outdoors Bend(3)
Sun Outdoors Coos Bay(3)
Sun Outdoors Portland South(3)
Woodland Park Estates
Countryside Estates
Jellystone Park™ at Quarryville(3)
Pheasant Ridge
River Beach Campsites & RV
Sun Retreats Lancaster County(3)
Country Lakes
Crossroads
Crossroads RV Resort
Lakeside Crossing
Ocean Pines
Southern Palms
Sun Outdoors Myrtle Beach(3)
Bell Crossing
Sun Outdoors Pigeon Forge(3)
Bear Lake Development Land
Sun Outdoors Arches Gateway(3)
Sun Outdoors Canyonlands Gateway(3)
Sun Outdoors Garden City Utah(3)
Sun Outdoors Moab Downtown(3)
Sun Outdoors North Moab(3)
Sun Outdoors Salt Lake City(3)
47 North
Sun Outdoors Gig Harbor(3)
Sun Retreats Birch Bay(3)
Fond du Lac East / Kettle Moraine KOA(3)
Thunderhill Estates
Other Total
City /
County (UK Only)
MH /
RV
MH Philomath
RV Bend
RV Coos Bay
RV Wilsonville
MH Eugene
MH Mckean
RV Quarryville
MH Lancaster
RV Milford
RV Narvon
MH Little River
MH Aiken
RV Aiken
MH Conway
MH Garden City
MH Ladson
RV Conway
MH Clarksville
RV Sevierville
RV Garden City
RV Moab
RV Moab
RV Garden City
RV Moab
RV Moab
RV North Salt Lake
MH Cle Elum
RV Gig Harbor
RV Blaine
RV Glenbeulah
MH Sturgeon Bay
State /
Country
OR
OR
OR
OR
OR
PA
PA
PA
PA
PA
SC
SC
SC
SC
SC
SC
SC
TN
TN
UT
UT
UT
UT
UT
UT
UT
WA
WA
WA
WI
WI
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
130
—
—
—
400
300
—
550
—
290
140
170
20
690
580
190
160
240
70
—
—
—
—
—
—
—
—
—
370
240
270
17,540
—
120
80
130
—
—
260
—
—
140
—
—
—
—
—
—
670
—
240
—
130
110
180
130
190
190
—
110
300
80
—
8,200
Occupancy
as of
12/31/2023
72.9 % (1)
N/A
N/A
N/A
100.0 %
98.7 %
N/A
99.6 %
N/A
100.0 %
100.0 %
94.0 % (1)
100.0 %
98.4 %
99.8 %
100.0 %
100.0 %
97.0 %
100.0 %
N/A (1)
N/A
N/A
N/A
N/A
N/A
N/A
N/A (1)
N/A
100.0 %
100.0 %
98.9 %
98.7 %
Occupancy
as of
12/31/2022
58.1 % (1)
N/A
N/A
N/A
99.7 %
98.7 %
N/A
99.8 %
N/A
100.0 %
100.0 %
92.3 % (1)
100.0 %
94.8 % (1)
99.8 %
100.0 %
100.0 %
99.6 %
100.0 %
N/A (1)
N/A
N/A
N/A
N/A
N/A
N/A
N/A (1)
N/A
100.0 %
100.0 %
98.1 %
98.1 %
US TOTAL / AVERAGE
128,010
24,810
97.3 %
96.7 %
CANADA
Pleasant Beach Campground
Sun Retreats Amherstburg(3)
Sun Retreats Arran Lake
Sun Retreats Blue Mountains(3)
Sun Retreats Cayuga(3)
Sun Retreats Flamborough
Sun Retreats Georgian Bay(3)
Sun Retreats Hay Bay(3)
Sun Retreats Huntsville
Sun Retreats Ipperwash(3)
Sun Retreats Penetanguishene(3)
Sun Retreats Sandbanks
Sun Retreats Sherkston Shores(3)
Sun Retreats Stratford
Sun Retreats Turkey Point(3)
RV Sherkston
RV Amherstburg
RV Allenford
RV Clarksburg
RV Cayuga
RV Millgrove
RV Seguin
RV Napanee
RV Huntsville
RV Lambton Shores
RV Tiny
RV Cherry Valley
RV Sherkston
RV Bornholm
RV Normandale
39
ON
ON
ON
ON
ON
ON
ON
ON
ON
ON
ON
ON
ON
ON
ON
100
220
190
90
250
200
230
200
230
140
220
140
1,700
210
210
—
80
—
20
30
—
10
10
—
20
40
—
240
—
30
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 %
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 %
SUN COMMUNITIES, INC.
Property Name
Sun Retreats Willow Lake
CANADA TOTAL / AVERAGE
City /
County (UK Only)
MH /
RV
RV Scotland
State /
Country
ON
MH and
Annual RV
Sites as of
12/31/2023
Transient
RV Sites as
of
12/31/2023
370
4,700
—
480
Occupancy
as of
12/31/2023
100.0 %
100.0 %
Occupancy
as of
12/31/2022
100.0 %
100.0 %
NORTH AMERICA TOTAL
132,710
25,290
97.4 %
96.8 %
UNITED KINGDOM
England
Alberta(3)
Amble Links
Ashbourne Heights(3)
Beauport
Birchington Vale
Bodmin Holiday Park (formerly Cornwall)(3)
Bowland Fell(3)
Broadland Sands(3)
Carlton Meres(3)
Chantry
Chichester Lakeside(3)
Coghurst Hall(3)
Dawlish Sands
Dovercourt(3)
Felixstowe Beach(3)
Glendale(3)
Golden Sands(3)
Harts(3)
Hedley Wood(3)
Henfold
Hengar Manor(3)
Littondale(3)
Malvern View(3)
Marlie(3)
Martello Beach(3)
New Beach(3)
Newhaven(3)
Oaklands
Old Kerrow
Oyster Bay
Pakefield(3)
Par Sands(3)
Pentire(3)
Pevensey Bay(3)
Polperro(3)
Ribble Valley
Rye Harbour
Sand le Mere(3)
MH Whitstable, Kent
England
MH
MH
Amble,
Northumberland
Ashbourne,
Derbyshire
MH
MH Hastings, Sussex
MH Birchington, Kent
MH Bodmin, Cornwall
MH Skipton, Yorkshire
MH Lowestoft, Suffolk
Saxmundham,
Suffolk
West Witton,
Yorkshire
MH
MH Chichester, Sussex
MH Hastings, Sussex
MH Dawlish, Devon
MH Harwich, Essex
MH Felixstowe, Suffolk
MH Wigton, Cumbria
MH Dawlish, Devon
Isle of Sheppey,
Kent
MH
MH Holsworthy, Devon
MH Dorking, Surrey
MH Bodmin, Cornwall
MH Skipton, Yorkshire
Stanford Bishop,
MH
Worcester
MH Romney, Kent
Clacton on Sea,
Essex
MH
MH Dymchurch, Kent
MH Buxton, Derbyshire
Clacton on Sea,
Essex
MH
MH Ilfracombe, Devon
MH Truro, Cornwall
MH Pakefield, Suffolk
MH Par, Cornwall
MH Bude, Cornwall
Pevensey Bay,
Sussex
MH
MH Looe, Cornwall
Clitheroe,
Lancashire
MH
MH Rye, Sussex
MH Hull, Yorkshire
40
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
330
660
110
820
490
10
270
440
350
140
500
490
170
530
330
350
300
480
80
—
120
90
320
380
460
510
80
290
—
160
320
280
120
350
70
310
240
690
10
94.5 %
93.6 %
—
91.2 %
93.6 %
120
—
—
60
40
180
90.4 %
94.3 %
97.3 %
69.2 % (1)
86.0 %
95.7 %
90.2 %
95.1 %
97.1 %
64.3 %
88.4 %
91.0 %
180
89.3 %
86.7 %
—
100
30
—
110
10
30
120
160
170
—
60
10
30
130
100
90
120
—
—
—
30
20
10
100
90
—
—
210
79.1 %
94.2 %
92.0 %
91.6 %
91.0 %
89.7 %
71.4 %
86.6 %
87.2 %
66.7 % (1)
N/A (1)
80.9 %
92.2 %
87.2 %
90.9 %
90.0 %
95.5 %
79.3 %
88.4 %
N/A
71.3 %
91.4 %
92.6 %
92.3 %
89.5 %
71.6 %
80.2 %
89.3 %
86.1 %
77.9 %
93.0 %
92.8 %
94.6 %
92.8 %
95.4 %
93.2 %
80.6 %
87.6 %
63.2 %
N/A (1)
80.2 %
88.3 %
89.1 %
91.8 %
86.6 %
93.0 %
90.7 %
93.2 %
N/A (2)
87.4 %
88.4 %
94.4 %
93.2 %
87.2 %
54.1 %
85.4 %
88.8 %
77.8 %
MH and
Annual RV
Sites as of
12/31/2023
Occupancy
as of
12/31/2023
88.8 %
Occupancy
as of
12/31/2022
92.5 %
SUN COMMUNITIES, INC.
City /
County (UK Only)
MH /
RV
MH Christchurch, Dorset England
State /
Country
England
England
Canvey Island,
Essex
MH
MH Whitstable, Kent
Clacton on Sea,
Essex
MH
England
MH Fareham, Hampshire England
Clacton on Sea,
Essex
MH
England
MH Sothminster, Essex
England
MH Ilfracombe, Devon
England
MH Felixstowe, Suffolk
England
England
MH Barnstaple, Devon
MH Newquay, Cornwall England
North Ripley,
England
MH
Bransgore
England
MH Paignton, Devon
MH West Mersea, Essex England
England
MH Winchelsea, Sussex
England
MH Charmouth, Dorset
England
MH Leyburn, Yorkshire
Scotland
MH Burghead, Moray
MH Lossiemouth, Moray Scotland
MH Lossiemouth, Moray Scotland
Scotland
MH Girvan, Ayrshire
MH Llanryg, Caernafon Wales
Llanedwen,
Anglesey
MH
Wales
Transient
RV Sites as
of
12/31/2023
10
—
60
90
10
30
80
—
20
10
180
—
30
40
10
110
—
3,000
80.0 %
95.6 %
93.5 %
91.9 %
94.6 %
89.9 %
N/A (1)
94.4 %
87.3 %
88.0 %
N/A (1)
87.4 %
96.8 %
85.1 %
83.1 %
83.9 %
89.6 %
20
20
110
20
170
63.8 %
72.1 %
93.6 %
80.5 %
84.0 %
130
730
590
580
250
480
450
—
360
120
180
—
200
400
260
130
110
16,610
80
130
420
260
890
290
320
610
80.0 %
97.6 %
90.3 %
87.9 %
96.8 %
89.2 %
N/A (2)
94.6 %
93.5 %
91.6 %
N/A (1)
91.3 %
97.5 %
82.9 %
90.4 %
79.4 %
90.4 %
67.5 %
76.0 %
94.2 %
83.5 %
85.9 %
30
92.5 %
94.9 %
—
30
95.7 %
94.2 %
95.1 %
95.0 %
Property Name
Sandhills(3)
Sandy Bay
Seaview(3)
Seawick(3)
Solent Breezes(3)
St. Osyth Beach(3)
Steeple Bay(3)
Stowford
Suffolk Sands(3)
Tarka(3)
Trevella(3)
Vernon Dene
Waterside(3)
West Mersea(3)
Winchelsea Sands(3)
Wood Farm(3)
Yorkshire Dales
England Total
Scotland
Burghead(3)
Lossiemouth(3)
Silver Sands(3)
Turnberry(3)
Scotland Total
Wales
Brynteg(3)
Plas Coch
Wales Total
UNITED KINGDOM TOTAL
18,110
3,200
89.5 %
89.9 %
COMPANY TOTAL / AVERAGE
150,820
28,490
96.4 %
96.0 %
(1) Occupancy in these properties reflects the fact that these properties are held for future development or are in a lease-up phase following an expansion, redevelopment
or initial construction.
(2) No occupancy in these properties for the year ended December 31, 2022 as properties were acquired during the year ended December 31, 2023.
(3) 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 adequately sized
parcel of land that has road and utility access which is zoned and licensed (if required) for use as a home site.
(4) Occupancy in these properties at December 31, 2022 reflects the redevelopment following asset impairments resulting from Hurricane Ian in October 2022.
(5) Occupancy in these properties at December 31, 2022 reflects the redevelopment following asset impairments resulting from Hurricane Irma in September 2017.
(6) We have an ownership interest in these properties, but do not maintain and operate these properties.
41
SUN COMMUNITIES, INC.
The following tables set forth certain information relating to our Safe Harbor branded marinas as of December 31, 2023.
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
Allen Harbor
Cove Haven
Cowesett(3)
Greenwich Bay
Island Park(4)
Jamestown Boatyard
New England Boatworks
Newport Shipyard
Sakonnet(4)
Silver Spring
Wickford(5)
Wickford Cove(5)
Rhode Island Total
New York
Capri
Gaines
Glen Cove
Greenport(6)
Haverstraw
Montauk Yacht Club
Post Road
Stirling(6)
Willsboro Bay
New York Total
Massachusetts
Edgartown
Fiddler's Cove
Green Harbor
Hawthorne Cove
Marina Bay
Onset Bay
State /
Municipal
Wet Slips and Dry
Storage Spaces
as of 12/31/2023
Wet Slips and Dry
Storage Spaces
as of 12/31/2022
City
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
CT
RI
RI
RI
RI
RI
RI
RI
RI
RI
RI
RI
RI
NY
NY
NY
NY
NY
NY
NY
NY
NY
MA
MA
MA
MA
MA
MA
Branford
Essex
Essex
Deep River
Essex
Old Saybrook
Stamford
Mystic
Westbrook
Stratford
Stamford
North Kingstown
Barrington
Warwick
Warwick
Portsmouth
Jamestown
Portsmouth
Newport
Portsmouth
Wakefield
Wickford
Wickford
Port Washington
Rouses Point
Glen Cove
Greenport
West Haverstraw
Montauk
Mamaroneck
Greenport
Willsboro
Edgartown
North Falmouth
Marshfield
Salem
Quincy
Buzzards Bay
42
670
340
—
310
—
140
—
260
880
210
520
3,330
180
340
1,190
550
—
110
230
70
420
110
—
260
3,460
370
290
540
420
900
230
50
—
220
3,020
120
200
200
450
700
230
670
340
—
310
—
140
—
260
880
210
520
3,330
140
340
1,190
550
—
110
230
70
420
110
—
260
3,420
370
290
540
420
900
230
50
—
220
3,020
120
200
200
450
700
230
Marina Property Name
Plymouth
Sunset Bay
Vineyard Haven
Massachusetts Total
Maryland
Annapolis
Bohemia Vista
Carroll Island
Great Oak Landing
Hacks Point
Narrows Point(7)
Oxford
Podickory Point
Zahnisers
Maryland Total
New Jersey
Crystal Point
Manasquan River
New Jersey Total
Maine
Great Island
Kittery Point
Rockland
Maine Total
New Hampshire
Wentworth by the Sea
New Hampshire Total
Vermont
Shelburne Shipyard
Vermont Total
SOUTH
Georgia
Aqualand
Bahia Bleu
Hideaway Bay
Savannah Yacht Center(8)
Trade Winds
Georgia Total
Kentucky
Beaver Creek
Burnside
Grider Hill
Jamestown
Wisdom Dock
SUN COMMUNITIES, INC.
City
Plymouth
Hull
Vineyard Haven
State /
Municipal
MA
MA
MA
Annapolis
Chesapeake Bay
Baltimore
Chestertown
Chesapeake Bay
Grasonville
Oxford
Annapolis
Solomons
Point Pleasant
Brick Township
Harpswell
Kittery
Rockland
MD
MD
MD
MD
MD
MD
MD
MD
MD
NJ
NJ
ME
ME
ME
New Castle
NH
Shelburne
VT
GA
GA
GA
GA
GA
KY
KY
KY
KY
KY
Flowery Branch
Thunderbolt
Flowery Branch
Savannah
Appling
Monticello
Somerset
Albany
Jamestown
Albany
43
Wet Slips and Dry
Storage Spaces
as of 12/31/2023
Wet Slips and Dry
Storage Spaces
as of 12/31/2022
200
240
180
2,520
290
130
460
390
70
390
140
310
300
2,480
170
240
410
140
60
50
250
220
220
210
210
1,570
260
690
20
320
2,860
280
350
710
740
290
200
240
180
2,520
290
120
460
400
70
540
140
310
300
2,630
170
240
410
140
60
50
250
220
220
210
210
1,570
260
690
N/A
320
2,840
280
350
710
740
290
Marina Property Name
Kentucky Total
Texas
Emerald Point
Pier 121
Walden
Texas Total
Arkansas
Brady Mountain
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
Angler House
Burnt Store
Calusa Island
Cape Harbour
Emerald Coast
Harborage Yacht Club
Harbortown
Islamorada
Lauderdale Marine Center(9)
Marathon
New Port Cove
North Palm Beach
Old Port Cove
Pier 77
Pineland
Port Phoenix(10)
Regatta Pointe
Riviera Beach
Siesta Key
South Fork(9)
West Palm Beach
SUN COMMUNITIES, INC.
State /
Municipal
Wet Slips and Dry
Storage Spaces
as of 12/31/2023
Wet Slips and Dry
Storage Spaces
as of 12/31/2022
City
2,370
2,370
Austin
Lewisville
Montgomery
Royal
Byrdstown
Celina
Iuka
TX
TX
TX
AR
TN
TN
MS
Orange Beach
AL
Afton
OK
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
Islamorada
Punta Gorda
Goodland
Cape Coral
Niceville
Stuart
Fort Pierce
Islamorada
Fort Lauderdale
Marathon
Riviera Beach
North Palm Beach
North Palm Beach
Bradenton
Bokeelia
North Fort Myers
Palmetto
Riviera Beach
Sarasota
Fort Lauderdale
West Palm Beach
44
590
1,080
390
2,060
590
1,080
390
2,060
580
580
80
310
390
590
590
760
760
160
160
20
910
620
260
350
310
350
260
130
160
360
120
210
200
260
—
370
20
230
—
60
580
580
80
310
390
590
590
720
720
160
160
20
760
620
260
350
310
350
260
130
160
360
120
210
200
260
—
370
20
230
—
60
Marina Property Name
Florida Total
South Carolina
Beaufort
Bristol
Charleston City(11)
City Boatyard
Port Royal
Port Royal Landing
Reserve Harbor
Skull Creek
South Carolina Total
North Carolina
Jarrett Bay Boatworks
Kings Point
Outer Banks
Peninsula Yacht Club
Skippers Landing
South Harbour Village
Westport
North Carolina Total
Puerto Rico
Puerto del Rey
Puerto Rico Total
Virginia
Bluewater
Stingray Point
Virginia Total
MIDWEST
Michigan
Belle Maer
Detroit River
Grand Isle
Great Lakes
Jefferson Beach
Toledo Beach
Tower Marine
Michigan Total
Ohio
Lakefront
Sandusky
Ohio Total
WEST
California
Anacapa Isle
Ballena Isle
SUN COMMUNITIES, INC.
State /
Municipal
Wet Slips and Dry
Storage Spaces
as of 12/31/2023
Wet Slips and Dry
Storage Spaces
as of 12/31/2022
City
5,200
5,050
SC
SC
SC
SC
SC
SC
SC
SC
NC
NC
NC
NC
NC
NC
NC
PR
VA
VA
MI
MI
MI
MI
MI
MI
MI
OH
OH
CA
CA
Beaufort
Charleston
Charleston
Charleston
Port Royal
Port Royal
Pawleys Island
Hilton Head
Beaufort
Cornelius
Wanchese
Cornelius
Troutman
Southport
Denver
Fajardo
Hampton
Deltaville
Harrison Township
Detroit
Grand Haven
Muskegon
St. Clair Shores
La Salle
Douglas
Port Clinton
Sandusky
Oxnard
Alameda
45
130
190
450
220
250
160
230
190
1,820
40
780
210
480
390
140
620
2,660
1,610
1,610
200
220
420
550
470
450
470
900
580
480
3,900
490
550
1,040
540
420
130
190
450
220
250
160
230
190
1,820
40
780
210
480
390
140
620
2,660
1,610
1,610
200
220
420
550
470
450
470
900
470
480
3,790
490
550
1,040
540
420
Marina Property Name
Bayfront
Cabrillo Isle
Emeryville
Loch Lomond
Marina Bay Yacht Harbor
Shelter Island
South Bay
Sunroad
Ventura Isle
California Total
COMPANY TOTAL
SUN COMMUNITIES, INC.
City
Chula Vista
San Diego
Emeryville
San Rafael
Richmond
San Diego
Chula Vista
San Diego
Ventura
State /
Municipal
CA
CA
CA
CA
CA
CA
CA
CA
CA
Wet Slips and Dry
Storage Spaces
as of 12/31/2023
Wet Slips and Dry
Storage Spaces
as of 12/31/2022
620
540
460
530
800
60
560
650
530
5,710
620
540
460
530
800
60
560
650
530
5,710
48,030
47,820
(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 Apponaug Harbor are grouped into Cowesett.
(4) Wet slips and dry storage spaces from Island Park are grouped into Sakonnet.
(5) Wet slips and dry storage spaces from Wickford are grouped into Wickford Cove.
(6) Wet slips and dry storage spaces from Stirling are grouped into Greenport.
(7) Wet slips and dry storage spaces from Harrison Yacht Yard are grouped into Narrows Point.
(8) Property acquired during year ended December 31, 2023.
(9) Wet slips and dry storage spaces from South Fork are grouped into Lauderdale Marine Center.
(10)Property is temporarily used to store hurricane-affected vessels, which will be converted to a development site.
(11)Wet slips and dry storage spaces from Ashley Fuels are grouped into Charleston City.
46
SUN COMMUNITIES, INC.
ITEM 3. LEGAL PROCEEDINGS
Legal Proceedings
We are involved in various legal proceedings. Refer to Note 17, "Commitments and Contingencies," in our accompanying Notes to the
Consolidated Financial Statements.
Environmental Matters
Item 103 of Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the
proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed an applied threshold
not to exceed $1.0 million. Applying this threshold, there are no environmental matters to disclose for the year ended December 31,
2023.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
47
SUN COMMUNITIES, INC.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock has been listed on the New York Stock Exchange ("NYSE") since December 8, 1993, and trades under the symbol
"SUI." On February 20, 2024, the closing share price of our common stock was $130.85 per share on the NYSE, and there were 659
holders of record of 124,412,183 outstanding shares of common stock.
On February 20, 2024, the following OP units of the Operating Partnership were outstanding:
OP Units
OP Units
Issued and Outstanding
Exchangeable
Shares of Common Stock
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 J preferred OP units
Series K preferred OP units
Series L preferred OP units
Common OP units
Total
192,112
40,268
305,748
488,958
80,000
90,000
205,812
581,229
238,000
1,000,000
20,000
2,694,232
5,936,359
468,566
74,917
339,380
391,166
55,172
56,250
132,782
354,408
144,242
588,235
12,500
2,694,232
5,311,850
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 each series of our 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, 2023:
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of shares of
common stock remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column a)
Plan Category
(a)
(b)
(c)
Equity compensation plans approved by shareholders
Total
— $
— $
—
—
2,955,866
2,955,866
48
SUN COMMUNITIES, INC.
Recent Sales of Unregistered Securities
From time to time, we may issue shares of common stock or common OP units in exchange for OP units 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 three months and year ended December 31, 2023:
Series
Aspen preferred OP units
Common OP units
Series A-1 preferred OP units
Series C preferred OP units
Series G preferred OP units
Series H preferred OP units
Series J preferred OP units
Conversion
Rate
Various(2)
Three Months Ended
Year Ended
Units / Shares
Converted
December 31, 2023
Common
Stock(1)
Common OP
Units(1)
Units / Shares
Converted
December 31, 2023
Common
Stock(1)
Common OP
Units(1)
1.0000
2.4390
1.1100
0.6452
0.6098
0.6061
314,934
—
—
—
—
—
—
—
—
—
—
—
—
—
102,615
1,258,819
113,972
293,838
—
—
—
—
—
—
8,848
5,404
165
30,000
129
2,000
8,848
13,177
183
19,353
78
1,212
—
—
—
—
—
—
(1) Calculation may yield minor differences due to rounding incorporated in the above numbers.
(2) Refer to Note 9, "Debt and Line of Credit," for additional detail on Aspen preferred OP unit conversions.
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. No underwriters were used in connection with any of such issuances.
Purchases of Equity Securities
The following table summarizes our common stock repurchases during the three months ended December 31, 2023:
Total number of
shares purchased
Average price paid
per share
Total number of
shares purchased as
part of publicly
announced plans or
programs
Period
(a)
(b)
(c)
Maximum number
(or approximate
dollar value) of shares
that may yet be
purchased under the
plans or programs
(d)
October 1, 2023 - October 31, 2023
November 1, 2023 - November 30, 2023
December 1, 2023 - December 31, 2023
Total
6,212 $
— $
— $
6,212 $
109.24
—
—
109.24
— $
— $
— $
— $
—
—
—
—
During the three months ended December 31, 2023, we withheld 6,212 shares from employees to satisfy estimated statutory income
tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of
our common stock on the applicable vesting date.
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 20 publicly traded REITs, for the five year period ending on December 31, 2023. This line graph assumes a $100.00
investment on December 31, 2018, a reinvestment of distributions and actual increase of the market value of our common stock
relative to an initial investment of $100.00. 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.
49
SUN COMMUNITIES, INC.
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.
Year Ended
Index
December 31,
2018
December 31,
2019
December 31,
2020
December 31,
2021
December 31,
2022
December 31,
2023
Sun Communities, Inc.
$
Dow Jones U.S. Real Estate Residential Index $
NYSE Composite Index
$
SUI Peer Group(1)
$
100.00 $
100.00 $
100.00 $
100.00 $
150.91 $
130.83 $
125.51 $
124.90 $
156.32 $
117.40 $
134.28 $
110.87 $
220.08 $
185.93 $
162.04 $
177.26 $
153.35 $
127.48 $
146.89 $
123.58 $
147.52
137.08
167.12
136.72
(1) SUI Peer Group includes: AvalonBay Communities, Inc., Camden Property Trust, CubeSmart, Equity Lifestyle Properties, Inc., Equity Residential, Essex Property
Trust, Inc., Extra Space Storage Inc., Federal Realty Investment Trust, Invitation Homes Inc., Mid-America Apartment Communities, Inc., UDR, Inc. and Ventas,
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.
50
SUN COMMUNITIES, INC.
ITEM 6. [Reserved]
51
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 information as supplemental
performance measures. Refer to Non-GAAP Financial Measures in this Item 7 for additional information.
OVERVIEW
We are a fully integrated REIT. As of December 31, 2023, we owned and operated, directly or indirectly, or had an interest in, a
portfolio of 667 developed properties located in the U.S., the UK, and Canada, including 353 MH communities, 179 RV communities
and 135 marinas. We have been in the business of acquiring, operating, developing and expanding MH and RV communities since
1975 and marinas since 2020. We lease individual sites with utilities access for placement of manufactured homes, RVs or boats to our
customers. We are also engaged in the marketing, selling and leasing of new and pre-owned homes to current and future residents in
our MH communities in the U.S. and in the sale of holiday home and associated site license activities to holiday homeowners in our
MH communities in the UK. The Rental Program operations within our MH communities support and enhance our occupancy levels,
property performance and cash flows.
Catastrophic Event-Related Charges - Hurricane Ian
In September 2022, Hurricane Ian made landfall on Florida's western coast. The storm primarily affected three RV properties in the
Fort Myers area, comprising approximately 2,500 sites. These properties sustained significant flooding and wind damage from the
hurricane. At other affected MH and RV properties, most of the damage was limited to trees, roofs, fences, skirting and carports. At
affected marina properties, docks, buildings, and landscaping sustained wind and water damage.
We maintain property, casualty, flood and business interruption insurance for our community portfolio, subject to customary
deductibles and limits. As of December 31, 2023, estimated insurance recoveries, excluding business interruption recoveries, of $56.7
million related to Hurricane Ian were recorded in Notes and other receivables, net on the Consolidated Balance Sheets.
Changes in estimated insurance recoveries related to Hurricane Ian during the year ended December 31, 2023 were primarily the result
of $51.5 million of incremental costs that exceeded the applicable deductible, net of a $4.8 million reduction due to a decrease in
estimated property losses. The foregoing estimates are based on current information available, and we continue to assess these
estimates. Actual charges and insurance recoveries could vary significantly from these estimates. Any changes to these estimates will
be recognized in the period(s) in which they are determined.
We are actively working with our insurance providers on claims for business interruption recoveries. During the year ended December
31, 2023, we recognized $20.2 million, net of deductibles, for the lost earnings covering the date of the hurricane event through
August 31, 2023. These recoveries were included in Brokerage commissions and other, net on our Consolidated Statements of
Operations during the year ended December 31, 2023. The related communities are under redevelopment. As such, we currently
cannot estimate a date when operating results will be restored to pre-hurricane levels. Our business interruption insurance policy
provides for up to 60 months of coverage from the date of restoration.
52
SUN COMMUNITIES, INC.
EXECUTIVE SUMMARY
2023 General Overview
•
•
•
•
•
•
•
•
•
•
•
•
Total revenues for 2023 increased 8.6% to $3.2 billion.
Achieved annual Core FFO of $7.10 per diluted share and OP unit.
Achieved Real property Same Property NOI growth of 6.8% for MH, 4.8% for RV and 11.7% for Marina over 2022.
Increased Same Property adjusted blended occupancy for MH and RV by 230 basis points to 98.9% as compared to 96.6% in
2022.
Achieved 10-year total shareholder return of 323.1%, outperforming the MSCI US REIT, Russell 1000, U.S. REIT
Residential and S&P 500 indexes.
Completed the construction of over 800 total sites at five ground-up developments and 14 expansion and re-development
properties.
Completed acquisition investments of $368.7 million which represents the purchase price paid for operating properties and
land parcels for future ground-up development and expansion activities, plus any capital improvements identified during due
diligence needed to bring acquired properties up to the Company's operating standards.
Closed $836.9 million of debt transactions, including an offering of underwritten senior unsecured notes of $400.0 million for
net proceeds of $395.3 million which was used to pay down amounts drawn under our senior credit facility (the "Senior
Credit Facility").
Entered into derivative instruments with an aggregate notional value of $582.3 million to hedge interest rate risk associated
with borrowings under our Senior Credit Facility and future debt issuance.
Completed the sale of our 41.8 million share position in Ingenia Communities Group, generating $102.5 million of net
proceeds, which was used to pay down amounts drawn under our Senior Credit Facility.
Completed the transfer of an installment note receivable portfolio to an unrelated entity, generating net proceeds of
$53.4 million that were used to pay down borrowings under our Senior Credit Facility.
Simplified the structure of certain of our consolidated variable interest entities in a transaction with our joint venture partner.
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 Property communities continue to
achieve revenue and occupancy increases which drive continued NOI growth. Our Same Property marinas achieved revenue increases
which contributed to our NOI growth.
Portfolio Information:
Occupancy % - Total Portfolio - MH and Annual RV Occupancy(1)
Occupancy % - Same Property - Adjusted MH and Annual RV Occupancy(1)(2)(3)
Core FFO per share
Real property NOI - Total Portfolio (in millions)
Real property NOI - Same Property (in millions) - MH, RV and Marina(3)
Home sales volume - North America
Home sales volume - United Kingdom(4)
December 31,
2023
Year Ended
December 31,
2022
December 31,
2021
$
$
$
96.4 %
98.9 %
7.10
1,251.9
1,139.1
2,565
2,857
$
$
$
96.0 %
96.6 %
7.35
1,167.0
1,061.9
3,212
2,343
$
$
$
97.4 %
96.8 %
6.51
1,002.6
928.0
4,088
N/A
(1) Occupancy percent includes annual RV sites and excludes transient RV sites.
(2) Occupancy percent excludes recently completed but vacant expansion sites.
(3) Same Property is based on the reported year end Same Property count for each respective year.
(4) UK amounts for the year ended December 31, 2022 cover the period from April 8, 2022 (date of acquisition) through December 31, 2022.
53
SUN COMMUNITIES, INC.
Acquisition Activity
During the year ended December 31, 2023, we acquired one MH community with 68 sites and 72 development sites, and one marina
with 24 wet slips and dry storage spaces, for a total purchase price of approximately $107.0 million. Refer to Note 3, "Real Estate
Acquisitions and Dispositions," for details of our acquisition activities.
Disposition Activity
Management continually evaluates properties within the portfolio for potential disposition opportunities. When a given property no
longer fits our desired growth profile, we seek to redeploy capital to properties and geographies fit to provide greater future returns.
From time to time, strategic reductions to the portfolio are necessary to reduce exposure to less desirable locations and support long-
term positioning of the Company.
During the year ended December 31, 2023, we sold one MH community located in Maine, with 155 sites for $6.8 million. In addition,
we sold two parcels of land in the UK for total consideration of $111.5 million, which primarily consisted of $108.8 million in the
form of an operator note receivable and subsequently reacquired these two parcels of land at fair value as part of the settlement of the
related note receivable, with no remeasurement gain or loss recognized. Also, as part of a broader transaction with our joint venture
partners in Sun NG, we disposed of our majority equity interest in three consolidated joint venture properties. The three RV
communities had 955 developed sites. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for details on the disposition
activities, Note 4, "Notes and Other Receivables," for additional information on the settlement of the notes receivable, and Note 8,
"Consolidated Variable Interest Entities," for more information on the Sun NG transaction.
Real Estate Held For Sale - Changes to a Plan of Sale
We periodically classify real estate 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.
In February 2023, the criteria was met to classify Sandy Bay, an operating MH community in the UK, with 730 developed sites, as
held for sale. Previously, this property had been under contract. At December 31, 2023, the sale contract was no longer in effect, and
due to an unexpected change in circumstance related to the counterparty, we reclassified the property as held for use and recorded the
related depreciation and amortization expense in accordance with ASC Topic 360, "Property, Plant, and Equipment" during the three
months ended December 31, 2023. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for additional information.
Development and Expansion Activities
We have been focused selectively on property ground-up developments and expansion opportunities adjacent to our existing
properties.
Ground-up Developments - During the year ended December 31, 2023, we delivered 360 total sites at five ground-up development
properties located in Florida, Michigan and Colorado. We have developed over 2,230 sites within the past three years.
Expansions - During the year ended December 31, 2023, we expanded over 440 total sites at 14 properties. We have developed over
2,170 expansion sites within the past three years.
We continue to expand our properties utilizing our inventory of owned and entitled land. We have approximately 17,980 MH and RV
sites suitable for future development.
54
SUN COMMUNITIES, INC.
Markets
Our MH and RV properties are largely concentrated in the U.S. in Florida, Michigan, Texas and California, and in the UK, which
collectively contain 66.3% of our total MH and RV sites. 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.
The age demographic of RV communities is attractive, as the population of retirement age adults in the U.S. is growing. RV
communities 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, 2023
December 31, 2022
Florida
Michigan
Texas
California
Arizona
Ontario, Canada
Indiana
New Jersey
Colorado
Maine
Virginia
Ohio
New York
South Carolina
Illinois
New Hampshire
Connecticut
Delaware
Maryland
Pennsylvania
Georgia
Oregon
North Carolina
Utah
Massachusetts
Washington
Wisconsin
Tennessee
Alabama
Minnesota
Iowa
Kentucky
Louisiana
Nevada
Mississippi
Montana
129
85
29
37
13
16
12
11
11
15
10
9
10
6
5
9
16
5
6
5
4
6
5
6
3
2
2
2
1
1
1
1
1
1
1
1
44,410
33,500
10,820
8,800
5,510
5,180
4,180
4,040
3,890
3,540
3,450
2,980
2,940
2,620
2,240
2,170
2,000
1,980
1,860
1,540
1,420
1,380
1,180
930
920
780
590
550
500
470
410
330
330
320
160
80
24.8 %
18.7 %
6.0 %
4.9 %
3.1 %
2.9 %
2.3 %
2.3 %
2.2 %
2.0 %
1.9 %
1.7 %
1.6 %
1.5 %
1.2 %
1.2 %
1.1 %
1.1 %
1.0 %
0.9 %
0.8 %
0.8 %
0.7 %
0.5 %
0.5 %
0.4 %
0.3 %
0.3 %
0.3 %
0.3 %
0.2 %
0.2 %
0.2 %
0.2 %
0.1 %
— %
129
84
31
37
13
16
12
11
11
16
10
9
10
6
5
10
16
5
6
5
4
6
5
6
3
2
2
2
1
1
1
1
1
1
1
1
44,280
33,220
11,340
8,800
5,520
5,240
4,180
4,040
3,790
3,660
3,450
2,930
2,940
2,620
2,230
2,380
2,010
1,980
1,860
1,540
1,420
1,380
1,180
930
920
780
590
540
500
480
410
330
330
320
150
80
24.7 %
18.5 %
6.3 %
4.9 %
3.1 %
2.9 %
2.3 %
2.3 %
2.1 %
2.0 %
1.9 %
1.6 %
1.6 %
1.5 %
1.2 %
1.3 %
1.1 %
1.1 %
1.0 %
0.9 %
0.8 %
0.8 %
0.7 %
0.5 %
0.5 %
0.4 %
0.3 %
0.3 %
0.3 %
0.3 %
0.2 %
0.2 %
0.2 %
0.2 %
0.1 %
— %
North American Total
United Kingdom
Total
477
55
532
158,000
21,310
179,310
88.1 %
11.9 %
100.0 %
480
55
535
158,350
21,180
179,530
88.2 %
11.8 %
100.0 %
55
SUN COMMUNITIES, INC.
The following table identifies our marina markets by total wet slips and dry storage spaces:
Major Market
California
Florida
Michigan
Rhode Island
Connecticut
New York
Georgia
North Carolina
Massachusetts
Maryland
Kentucky
Texas
South Carolina
Puerto Rico
Ohio
Alabama
Mississippi
Arkansas
Virginia
New Jersey
Tennessee
Maine
New Hampshire
Vermont
Oklahoma
December 31, 2023
December 31, 2022
Number of
Properties
Wet Slips and Dry
Storage Spaces
% Wet Slips and
Dry Storage Spaces
Number of
Properties
Wet Slips and Dry
Storage Spaces
% Wet Slips and
Dry Storage Spaces
11
21
7
12
11
9
5
7
9
9
5
3
8
1
2
1
1
1
2
2
2
3
1
1
1
5,710
5,200
3,900
3,460
3,330
3,020
2,860
2,660
2,520
2,480
2,370
2,060
1,820
1,610
1,040
760
590
580
420
410
390
250
220
210
160
11.9 %
10.8 %
8.1 %
7.2 %
6.9 %
6.3 %
6.0 %
5.5 %
5.2 %
5.2 %
4.9 %
4.3 %
3.8 %
3.4 %
2.2 %
1.6 %
1.2 %
1.2 %
0.9 %
0.9 %
0.8 %
0.5 %
0.5 %
0.4 %
0.3 %
11
21
7
12
11
9
4
7
9
9
5
3
8
1
2
1
1
1
2
2
2
3
1
1
1
5,710
5,050
3,790
3,420
3,330
3,020
2,840
2,660
2,520
2,630
2,370
2,060
1,820
1,610
1,040
720
590
580
420
410
390
250
220
210
160
11.9 %
10.6 %
7.9 %
7.2 %
7.0 %
6.3 %
5.9 %
5.6 %
5.3 %
5.5 %
5.0 %
4.3 %
3.8 %
3.4 %
2.2 %
1.5 %
1.2 %
1.2 %
0.9 %
0.9 %
0.8 %
0.5 %
0.5 %
0.4 %
0.3 %
135
48,030
134
47,820
56
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
Total Portfolio NOI - NOI is derived from property operating 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 NOI provides enhanced comparability for investor evaluation of
properties' performance and growth over time.
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.
Same Property NOI - This is a management tool used when evaluating the performance and growth of our Same Property portfolio.
We define same properties as those we have owned and operated continuously since January 1, 2022. Same properties exclude
ground-up development properties, acquired properties and properties sold after December 31, 2021. The Same Property data may
change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions or unique
situations. Same Property NOI does not include the revenues and expenses related to home sales, and service, retail, dining and
entertainment activities at the properties. We believe that Same Property NOI is helpful to investors as a supplemental comparative
performance measure of the income generated from the Same Property portfolio from one period to the next.
FFO
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, real estate related to impairment and 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.
Core FFO - In addition, we use FFO excluding certain gain and loss items that management considers unrelated to the operational and
financial performance of our core business ("Core FFO").
57
SUN COMMUNITIES, INC.
We believe that FFO and Core FFO provide 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 financial performance measure or GAAP cash flow from operating activities as a measure of our
liquidity. 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. Furthermore, 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.
58
SUN COMMUNITIES, INC.
RESULTS OF OPERATIONS
Summary Statements of Operations
The following tables reconcile the Net Income / (Loss) attributable to Sun Communities, Inc. common shareholders to NOI and
summarize our consolidated financial results for the years ended December 31, 2023, 2022 and 2021 (in millions):
December 31,
2023
Year Ended
December 31,
2022
December 31,
2021
Net income / (loss) attributable to SUI common shareholders
$
(213.3) $
242.0 $
Interest income
Brokerage commissions and other revenues, net
General and administrative
Catastrophic event-related charges, net
Business combinations
Depreciation and amortization
Asset impairments
Goodwill impairment
Loss on extinguishment of debt (see Note 9)
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 exchanges
Gain on disposition of properties
Other expense, net
(Gain) / loss on remeasurement of notes receivable (see Note 4)
Income from nonconsolidated affiliates (see Note 7)
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 7)
Current tax expense (see Note 13)
Deferred tax (benefit) / expense (see Note 13)
Add: Preferred return to preferred OP units / equity interests
Add: Income / (loss) attributable to noncontrolling interests
(45.4)
(60.6)
270.2
3.8
3.0
660.0
10.1
369.9
—
325.8
3.3
16.0
0.3
(11.0)
7.5
106.7
(16.0)
4.2
14.5
(22.9)
12.3
(8.1)
(35.2)
(34.9)
256.8
17.5
24.7
601.8
3.0
—
4.4
229.8
4.2
53.4
(5.4)
(12.2)
2.1
0.8
(2.9)
2.7
10.3
(4.2)
11.0
10.8
380.2
(12.2)
(30.2)
181.3
2.2
1.4
522.7
—
—
8.1
158.6
4.2
(33.5)
3.7
(108.1)
12.1
(0.7)
(4.0)
0.2
1.2
0.1
12.1
21.5
NOI
$
1,430.3 $
1,380.5 $
1,120.9
Real property NOI
Home sales NOI
Service, retail, dining and entertainment NOI
NOI
December 31,
2023
Year Ended
December 31,
2022
December 31,
2021
$
$
1,251.9 $
1,167.0 $
1,002.6
124.5
53.9
154.6
58.9
74.4
43.9
1,430.3 $
1,380.5 $
1,120.9
59
SUN COMMUNITIES, INC.
Seasonality of Revenue
The RV and marina industries are seasonal in nature, and the results of operations in any one period may not be indicative of results in
future periods.
In the RV segment, certain properties maintain higher occupancy during the summer months, while other properties maintain higher
occupancy during the winter months. Based on the location of our properties with transient RV sites, our portfolio generally produces
higher revenues between April and September than between October and March. The following table presents the seasonality of real
property-transient revenue for the years ended December 31, 2023, 2022 and 2021:
Real property -
transient revenue
(in millions)
$
$
$
321.4
334.5
266.6
Year
2023
2022
2021
For the Three Months Ended
March 31
June 30
September 30
December 31
Total
12.4 %
12.7 %
11.9 %
27.8 %
27.8 %
27.3 %
47.3 %
45.8 %
44.9 %
12.5 %
13.7 %
15.9 %
100.0 %
100.0 %
100.0 %
In the marina market, the majority of our wet slip and dry storage space leases have annual terms that are billed seasonally. Wet slip
storage increases during the summer months for the boating season, whereas dry storage increases during the winter season as weather
patterns require boat owners to store their vessels on dry docks or within covered racks. The following table presents the seasonality of
Marina real property revenue for the years ended December 31, 2023, 2022 and 2021:
Seasonal real
property revenue
(in millions)
$
$
$
348.7
310.2
246.6
Year
2023
2022
2021
For the Three Months Ended
March 31
June 30
September 30
December 31
Total
20.8 %
20.1 %
17.7 %
25.9 %
25.6 %
25.0 %
28.6 %
29.0 %
29.9 %
24.7 %
25.3 %
27.4 %
100.0 %
100.0 %
100.0 %
60
Real Property Operations - Total Portfolio
SUN COMMUNITIES, INC.
The following tables reflect certain financial and other information for our real estate operations by segment as of and for the years ended December 31, 2023 and 2022 (in
millions, except for statistical information):
Financial Information
Revenues
Year Ended December 31, 2023
Year Ended December 31, 2022
North
America
MH
UK
Total
RV
Marinas
Total
North
America
MH
UK(a)
Total
RV
Marinas
Total
Real property (excluding transient)
$
906.1
$ 114.2
$ 1,020.3
$ 287.1
$
406.8
$ 1,714.2
$
844.0
$
Real property - transient
Total operating revenues
Expenses
1.9
908.0
42.1
44.0
156.3
1,064.3
276.8
563.9
24.8
345.6
431.6
2,059.8
1.6
845.6
Property operating expenses
297.5
89.6
387.1
262.1
158.7
807.9
274.6
Real Property NOI
$
610.5
$
66.7
$ 677.2
$ 301.8
$
272.9
$ 1,251.9
$
571.0
$
70.1
38.5
108.6
57.6
51.0
$ 914.1
$ 268.9
$
365.9
$ 1,548.9
40.1
954.2
294.4
563.3
18.8
353.3
384.7
1,902.2
332.2
261.4
141.6
735.2
$ 622.0
$ 301.9
$
243.1
$ 1,167.0
Other information
Number of properties
Sites, wet slips and dry storage spaces
As of December 31, 2023
As of December 31, 2022
North
America
MH
UK
Total
RV
Marinas
Total
North
America
MH
UK(a)
Total
RV
Marinas
Total
298
55
353
179
135
667
298
55
353
182
134
669
Sites, wet slips and dry storage spaces(b)
100,320
18,110
118,430
Transient sites
Total
N/M
3,200
3,200
100,320
21,310
121,630
32,390
25,290
57,680
48,030
198,850
99,980
18,040
118,020
N/A
28,490
N/M
3,140
3,140
48,030
227,340
99,980
21,180
121,160
30,330
28,040
58,370
47,820
196,170
N/A
31,180
47,820
227,350
MH and Annual RV Occupancy
96.6 %
89.5 %
95.5 %
100.0 %
N/A
96.4 %
95.9 %
89.0 %
95.0 %
100.0 %
N/A
96.0 %
N/M = Not meaningful.
N/A = Not applicable.
(a) UK amounts for the year ended December 31, 2022 cover April 8, 2022 (date of acquisition) to December 31, 2022.
(b) MH annual sites included 10,237 and 9,334 rental homes in our Rental Program at December 31, 2023 and 2022, respectively. Our investment in occupied rental homes at December 31, 2023 was $697.1 million, an
increase of 21.8% from $572.3 million at December 31, 2022.
For the year ended December 31, 2023, the $84.9 million, or 7.3% increase in Real Property NOI as compared to the same period in 2022, consists of $39.0 million from Same
Property MH and $13.5 million from Same Property RV from the North America operations, $24.7 million from Same Property Marina, and $7.7 million, net from the UK
operations and other recently acquired or developed properties.
61
SUN COMMUNITIES, INC.
Real Property Operations - Same Property Portfolio
Same Property refers to properties that we have owned for at least the preceding year, exclusive of properties recently completed or
under construction, and other properties as determined by management. The Same Property 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 Property portfolio, management has classified certain items differently than our GAAP
statements. The reclassification difference between our GAAP statements and our Same Property portfolio is the reclassification of
utility revenues from real property revenue to operating expenses. A significant portion of our utility charges are re-billed to our
residents. Additionally, for the MH and RV segments, the amounts in the tables below reflect constant currency for comparative
purposes. Additionally, prior period Canadian currency figures have been translated at 2023 and 2022 average exchange rates for
constant currency comparability.
62
SUN COMMUNITIES, INC.
Real Property Operations - Same Property - MH, RV and Marina
The following tables reflect certain financial and other information for our Same Property MH, RV and Marina portfolios as of and for the years ended December 31, 2023 and
2022 (in millions, except for statistical information).
MH(a)
December 31, 2023
RV(a)
Marina
Total
MH(a)
Year Ended
December 31, 2022
RV(a)
Marina
Total
Total
Change
MH
% Change(c)
RV
Marina
Total(d)
Financial information
Same Property Revenues
Real property (excluding transient)
$
830.4 $
263.8 $
326.0 $ 1,420.2
$
776.2 $
228.1 $
302.4 $ 1,306.7
$ 113.5
7.0 % 15.6 %
7.8 %
1.6
832.0
256.2
520.0
21.7
279.5
347.7
1,699.7
1.2
777.4
275.4
503.5
16.4
293.0
(13.5)
25.9 %
(7.0) % 32.6 %
318.8
1,599.7
100.0
7.0 %
3.3 %
9.1 %
8.7 %
(4.6) %
6.2 %
223.8
224.7
112.1
560.6
208.2
221.7
107.9
537.8
$
608.2 $
295.3 $
235.6 $ 1,139.1
$
569.2 $
281.8 $
210.9 $ 1,061.9
$
22.8
77.2
7.5 %
6.8 %
1.4 %
3.9 %
4.8 % 11.7 %
4.2 %
7.3 %
288
160
119
567
288
160
119
567
Sites, wet slips and dry storage spaces
98,620
54,370
40,890
193,880
98,340
54,400
41,000
193,740
MH(a)
December 31, 2022
RV(a)
Marina
Total
MH(a)
Year Ended
December 31, 2021
RV(a)
Marina
Total
Total
Change
MH
% Change(c)
RV
Marina
Total(d)
Financial information
Same Property Revenues
Real property (excluding transient)
$
759.7 $
213.1 $
233.7 $ 1,206.5
$
726.4 $
188.4 $
217.0 $ 1,131.8
$
74.7
4.6 % 13.1 %
1.2
760.9
243.8
456.9
12.4
257.4
246.1
1,463.9
1.5
727.9
236.1
424.5
13.0
250.6
6.8
(14.8) %
230.0
1,382.4
81.5
4.5 %
3.3 %
7.6 %
Real property - transient
Total Same Property operating revenues
Same Property Expenses
Same Property operating expenses(b)(d)
Real Property NOI(d)
Other information
Number of properties
202.7
195.4
84.1
482.2
187.5
187.4
79.5
454.4
$
558.2 $
261.5 $
162.0 $
981.7
$
540.4 $
237.1 $
150.5 $
928.0
$
27.8
53.7
8.1 %
4.2 %
3.3 % 10.3 %
5.8 %
7.7 %
7.8 %
(5.1) %
7.0 %
6.6 %
2.7 %
5.9 %
6.1 %
5.8 %
Real property - transient
Total Same Property operating revenues
Same Property Expenses
Same Property operating expenses(b)(d)
Real Property NOI(d)
Other information
Number of properties
Sites, wet slips and dry storage spaces
276
94,930
145
48,770
101
35,550
522
179,250
276
94,400
145
48,720
101
35,740
522
178,860
(a) Same Property results for our MH and RV properties reflect constant currency for comparative purposes. Canadian currency figures in the prior comparative period have been translated at the average exchange rate during
the years ended December 31, 2023 and 2022 of $0.7418 and $0.7689 USD per Canadian dollar, respectively.
63
SUN COMMUNITIES, INC.
Real Property Operations - Same Property Portfolio (Continued)
(b) We net certain utilities revenues (which include utility reimbursement revenues from residents) against related utility expenses in property operating expenses as follows (in millions):
Utility revenue netted against related utility expense
Utility revenue netted against related utility expense
Year Ended December 31, 2023
Year Ended December 31, 2022
MH
RV
Marina
Total
MH
RV
Marina
Total
68.3 $
19.3 $
22.7 $
110.3
$
63.8 $
18.1 $
19.2 $
101.1
Year Ended December 31, 2022
Year Ended December 31, 2021
MH
RV
Marina
Total
MH
RV
Marina
Total
61.9 $
17.1 $
11.4 $
90.4
$
57.3 $
14.1 $
11.1 $
82.5
$
$
(c) Percentages are calculated based on unrounded numbers.
(d) Total Same Property operating expenses consist of the following components for the periods shown (in millions), and exclude amounts invested into recently acquired properties to bring them up to our standards.
Payroll and benefits
Real estate taxes
Supplies and repairs
Utilities
Legal, state / local taxes, and insurance
Other
Total Same Property Operating Expenses
Year Ended
Year Ended
December 31,
2023
December 31,
2022
$
190.6 $
181.6 $
107.2
75.2
64.7
55.8
67.1
103.1
78.9
67.0
39.2
68.0
$
560.6 $
537.8 $
Change
% Change
December 31,
2022
December 31,
2021
Change
% Change
9.0
4.1
(3.7)
(2.3)
16.6
(0.9)
22.8
5.0 % $
161.8 $
151.2 $
4.0 %
(4.7) %
(3.4) %
42.3 %
(1.4) %
94.1
73.0
63.3
35.7
54.3
88.4
68.2
57.3
32.4
56.9
4.2 % $
482.2 $
454.4 $
10.6
5.7
4.8
6.0
3.3
(2.6)
27.8
7.0 %
6.5 %
6.9 %
10.4 %
10.1 %
(4.6) %
6.1 %
64
SUN COMMUNITIES, INC.
Same Property Summary (in whole units)
Other Information
Number of properties
Sites
MH and Annual RV sites
Transient RV sites
Total
MH & Annual RV Occupancy
Occupancy(a)
Monthly base rent per site
% change in monthly base rent(b)
As of
As of
December 31, 2023
December 31, 2022
December 31, 2022
December 31, 2021
MH
RV
MH
RV
MH
RV
MH
RV
288
160
288
160
276
145
276
145
98,620
32,090
98,340
30,030
94,930
28,420
94,400
26,660
N/M
22,280
N/M
24,370
N/M
20,350
N/M
22,060
98,620
54,370
98,340
54,400
94,930
48,770
94,400
48,720
97.3 %
100.0 %
96.6 %
100.0 %
97.1 %
100.0 %
97.2 %
100.0 %
$
670
$
593
$
630
$
546
$
635
$
555
$
607
$
516
6.4 %
8.7 %
N/A
N/A
4.6 %
7.6 %
N/A
N/A
Rental Program Statistics included in MH:
Number of occupied sites, end of period(c)
10,010
Monthly rent per site - MH Rental Program $ 1,292
% change(c)
5.8 %
N/A
N/A
N/A
9,310
$
1,221
N/A
N/A
N/A
N/A
8,930
$ 1,225
9.7 %
N/A
N/A
N/A
9,570
$
1,117
N/A
N/A
N/A
N/A
N/M = Not meaningful. N/A = Not applicable.
(a) Same Property adjusted blended occupancy for MH and RV increased to 98.9% at December 31, 2023, from 96.6% at December 31, 2022. The 230 basis point
increase was driven by MH expansion fills and the conversion of transient RV sites to annual sites. Same Property blended occupancy for MH and RV was 97.9% at
December 31, 2023, from 97.4% at December 31, 2022. Same Property adjusted blended occupancy for MH and RV increased to 98.6% at December 31, 2022, from
96.8% at December 31, 2021. The 180 basis point increase was driven by MH expansion fills and the conversion of transient RV sites to annual sites. Same Property
blended occupancy for MH and RV was 97.8% at December 31, 2022 and 2021.
(b) Calculated using actual results without rounding.
(c) Occupied rental program sites in Same Property are included in total sites.
For the years ended December 31, 2023 and 2022:
•
•
•
•
The Same Property data includes all properties that we have owned and operated continuously since January 1, 2022
exclusive of ground-up development and redevelopment properties recently completed or under construction, and other
properties as determined by management.
The MH segment's increase in NOI of $39.0 million, or 6.8% when compared to the same period in 2022, is primarily due
to an increase in Real property (excluding transient) revenue of $54.2 million, or 7.0%. Real property (excluding transient
and other) revenue increased primarily due to a 6.4% increase in monthly base rent.
The RV segment's increase in NOI of $13.5 million, or 4.8% when compared to the same period in 2022, is primarily due
to an increase in Real property (excluding transient) revenue of $35.7 million, or 15.6%, primarily due to an 8.7% increase
in monthly base rent and conversions of transient RV sites to annual RV sites.
The Marina segment increase in NOI of $24.7 million, or 11.7% when compared to the same period in 2022, is primarily
due to a $23.6 million, or 7.8% increase in Real property (excluding transient) revenue.
For the years ended December 31, 2022 and 2021:
•
•
•
•
The Same Property data includes all properties that we owned and operated continuously since January 1, 2021, exclusive
of ground-up development and redevelopment properties recently completed or under construction, and other properties as
determined by management.
The MH segment's increase in NOI of $17.8 million, or 3.3% when compared to the same period in 2021, is primarily due
to an increase in Real property (excluding transient) revenue of $33.3 million, or 4.6%. Real property (excluding transient
and other) revenue increased due to a 4.6% increase in monthly base rent.
The RV segment's increase in NOI of $24.4 million, or 10.3% when compared to the same period in 2021, is primarily due
to an increase in Real property - transient revenue of $24.7 million, or 13.1%, due to a 7.6% increase in monthly base rent
and conversions of transient RV sites to annual RV sites.
The Marina segment increase in NOI of $11.5 million, or 7.7% when compared to the same period in 2021, is primarily
due to a $16.7 million, or 7.8% increase in Real property (excluding transient) revenue.
65
SUN COMMUNITIES, INC.
Home Sales Summary
We sell new and pre-owned homes to current and prospective residents and customers in our communities. This inventory is
purchased from manufacturers, lenders, dealers, former residents or customers.
The following table reflects certain financial and statistical information for our Home Sales Program for the years ended December 31,
2023 and 2022 (in millions, except for average selling prices and other information):
North America
Home sales
Home cost and selling expenses
NOI
NOI margin %
UK(a)
Home sales
Home cost and selling expenses
NOI
NOI margin %
Total
Home sales
Home cost and selling expenses
NOI
NOI margin %
Units Sold:*
North America
UK(a)
Total home sales
Average Selling Price:*
North America
UK(a)
Year Ended
December 31, 2023
December 31, 2022
Change
% Change
$
$
$
$
$
$
$
$
$
$
$
$
$
$
233.8
178.7
55.1
23.6 %
186.1
116.7
69.4
37.3 %
419.9
295.4
124.5
29.6 %
2,565
2,857
5,422
$
$
$
$
$
$
275.4
203.3
72.1
26.2 %
190.4
107.9
82.5
43.3 %
465.8
311.2
154.6
33.2 %
3,212
2,343
5,555
(41.6)
(24.6)
(17.0)
(2.6) %
(4.3)
8.8
(13.1)
(6.0) %
(45.9)
(15.8)
(30.1)
(3.5) %
(647)
514
(133)
91,150
65,138
$
$
85,741
81,263
$
$
5,409
(16,125)
(15.1) %
(12.1) %
(23.6) %
(2.3) %
8.2 %
(15.9) %
(9.9) %
(5.1) %
(19.5) %
(20.1) %
21.9 %
(2.4) %
6.3 %
(19.8) %
(a) UK amounts for the year ended December 31, 2022 cover the period from April 8, 2022 (date of acquisition) through December 31, 2022.
NOI - North America
For the year ended December 31, 2023, the 23.6% decrease in NOI is primarily driven by a 20.1% decrease in total home sales
volume as compared to the same period in 2022.
NOI - UK
For the year ended December 31, 2023, the 15.9% decrease in NOI is primarily driven by a 19.8% decrease in average selling price,
partially offset by a full period of activity related to our properties in the UK during the current period as compared to a shorter
period of activity from the date of acquisition of Park Holidays on April 8, 2022 through December 31, 2022.
66
SUN COMMUNITIES, INC.
Other Items - Statements of Operations(1)
The following table summarizes other income and expenses for the years ended December 31, 2023 and 2022 (amounts in millions):
Year Ended
December 31, 2023
December 31, 2022
Change
% Change
Service, retail, dining and entertainment, net
Interest income
Brokerage commissions and other, net
General and administrative expense
Catastrophic event-related charges, net
Business combinations
Depreciation and amortization
Asset impairments
Goodwill impairment
Loss on extinguishment of debt
Interest expense
Interest on mandatorily redeemable preferred OP units / equity
Loss on remeasurement of marketable securities
Gain / (loss) on foreign currency exchanges
Gain on dispositions of properties
Other expense, net
Loss on remeasurement of notes receivable
Income from nonconsolidated affiliates
Loss on remeasurement of investment in nonconsolidated
affiliates
Current tax expense
Deferred tax benefit
Preferred return to preferred OP units / equity interests
Income / (loss) attributable to noncontrolling interests
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
53.9 $
45.4 $
60.6 $
270.2 $
3.8 $
3.0 $
660.0 $
10.1 $
369.9 $
— $
325.8 $
3.3 $
(16.0) $
(0.3) $
11.0 $
(7.5) $
(106.7) $
16.0 $
(4.2) $
(14.5) $
22.9 $
12.3 $
(8.1) $
58.9 $
35.2 $
34.9 $
256.8 $
17.5 $
24.7 $
601.8 $
3.0 $
— $
4.4 $
229.8 $
4.2 $
(53.4) $
5.4 $
12.2 $
(2.1) $
(0.8) $
2.9 $
(2.7) $
(10.3) $
4.2 $
11.0 $
10.8 $
(5.0)
10.2
25.7
13.4
(13.7)
(21.7)
58.2
7.1
369.9
(4.4)
96.0
(0.9)
37.4
(5.7)
(1.2)
(5.4)
(105.9)
13.1
(1.5)
(4.2)
18.7
1.3
(18.9)
(8.5) %
29.0 %
73.6 %
5.2 %
(78.3) %
(87.9) %
9.7 %
236.7 %
N/A
(100.0) %
41.8 %
(21.4) %
(70.0) %
N/M
(9.8) %
257.1 %
N/M
N/M
(55.6) %
40.8 %
N/M
11.8 %
(175.0) %
(1) Only items determined by management to be material, of interest, or unique to the periods disclosed above are explained below.
N/M = Not meaningful.
Interest income - for the year ended December 31, 2023, increased primarily due to a larger loan balance provided to Royale Holdings
Group HoldCo Limited, a real estate operator, to fund investing and financing activities in the current period as compared to the same
periods in 2022.
Brokerage commissions and other, net - for the year ended December 31, 2023, increased primarily due to the receipt of business
interruption insurance recoveries of $20.2 million, net of deductibles, in connection with Hurricane Ian. Refer to Note 17,
"Commitments and Contingencies," in our accompanying Consolidated Financial statements for additional information.
Catastrophic event-related charges, net - for the year ended December 31, 2023, was an expense of $3.8 million, compared to an
expense of $17.5 million in 2022. The expense in 2023 was primarily due to an asset impairment charge of $7.0 million driven by
flooding at an RV community in New Hampshire, partially offset by the receipt of insurance recoveries related to Hurricane Irma,
compared to impairment charges in 2022 related to damaged property from Hurricane Ian. Refer to Note 17, "Commitments and
Contingencies," in our accompanying Consolidated Financial Statements for additional information.
Business combinations - for the year ended December 31, 2023, decreased primarily as a result of no new acquisitions accounted for
as business combinations during 2023 as compared to the same period in 2022. Refer to Note 3, "Real Estate Acquisitions and
Dispositions," in our accompanying Consolidated Financial Statements for additional information.
Goodwill impairment - for the year ended December 31, 2023, was due to goodwill impairment charges driven by a decline in the fair
value of our United Kingdom reporting unit within the MH segment. Refer to Note 6, "Goodwill and Other Intangible Assets," and
Note 22, "Quarterly Financial Data (Unaudited and Restated)," in our accompanying Consolidated Financial Statements for additional
information.
67
SUN COMMUNITIES, INC.
Interest expense - for the year ended December 31, 2023, increased due to the higher carrying balance of debt and increased interest
rates as compared to the same period in 2022. Refer to Note 9, "Debt and Line of Credit," in our accompanying Consolidated
Financial Statements for additional information.
Loss on remeasurement of marketable securities - for the year ended December 31, 2023, was a loss of $16.0 million, as compared to
a loss of $53.4 million during the same period in 2022 due to the fluctuation in the price of publicly traded marketable securities we
owned. During the year ended December 31, 2023, we sold all of these marketable securities. Refer to Note 16, "Fair Value of
Financial Instruments," in our accompanying Consolidated Financial Statements for additional information.
Loss on remeasurement of notes receivable - for the year ended December 31, 2023, was a loss of $106.7 million, as compared to a
loss of $0.8 million during the same period in 2022 due to an impairment charge of $102.9 million recorded in 2023 related to our note
receivable from the Royale Holdings Group HoldCo Limited. Refer to Note 4, "Notes and Other Receivables," in our accompanying
Consolidated Financial Statements for additional information.
Income from nonconsolidated affiliates - for the year ended December 31, 2023, increased as compared to 2022, primarily due to the
gain recognized on the disposition of our investment in Rezplot of $15.3 million in 2023. Refer to Note 7, "Investments in
Nonconsolidated Affiliates," in our accompanying Consolidated Financial Statements for additional information.
Deferred tax benefit - for the year ended December 31, 2023, increased primarily due to additional deferred interest deductions at our
UK operations compared to the same period in 2022. Refer to Note 13, "Income Taxes," in our accompanying Consolidated Financial
Statements for additional information.
68
SUN COMMUNITIES, INC.
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SUI COMMON SHAREHOLDERS TO FFO
The following table reconciles Net income / (loss) attributable to SUI common shareholders to FFO for the years ended December 31,
2023, 2022 and 2021 (in millions, except for per share amounts):
Net Income / (Loss) Attributable to SUI Common Shareholders
Adjustments
Depreciation and amortization
Depreciation on nonconsolidated affiliates
Asset impairments
Goodwill impairment
(Gain) / loss on remeasurement of marketable securities
Loss on remeasurement of investment in nonconsolidated affiliates
(Gain) / loss on remeasurement of notes receivable
Loss on remeasurement of collateralized receivables and secured borrowings, net
Gain on dispositions of properties, including tax effect
Add: Returns on preferred OP units
Add: Income attributable to noncontrolling interests
Gain on dispositions of assets, net
Year Ended
December 31, 2023 December 31, 2022 December 31, 2021
380.2
$
(213.3) $
242.0 $
657.2
0.2
10.1
369.9
16.0
4.2
106.7
0.4
(8.9)
11.8
(8.1)
(38.0)
599.6
0.1
3.0
—
53.4
2.7
0.8
—
(12.2)
9.5
10.4
(54.9)
521.9
0.1
—
—
(33.5)
0.2
(0.7)
—
(108.1)
4.0
14.7
(60.5)
FFO Attributable to SUI Common Shareholders and Dilutive Convertible
Securities(1)
$
908.2 $
854.4 $
718.3
Adjustments
Business combination expense
Acquisition and other transaction costs(2)
Loss on extinguishment of debt
Catastrophic event-related charges, net
Loss of earnings - catastrophic event-related charges, net(3)
(Gain) / loss on foreign currency exchanges
Other adjustments, net(4)
3.0
25.3
—
3.8
2.1
0.3
(27.4)
24.7
22.7
4.4
17.5
4.8
(5.4)
0.4
Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible
Securities(1)
Weighted Average Common Shares Outstanding - Diluted
FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities
Per Share
Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible
Securities Per Share
$
$
$
915.3 $
923.5 $
128.9
125.6
7.05 $
6.80 $
7.10 $
7.35 $
1.3
8.7
8.1
2.2
0.2
3.7
16.2
758.7
116.5
6.16
6.51
(1) Excludes the effect of certain anti-dilutive convertible securities.
(2) These costs represent (i) nonrecurring integration expenses associated with acquisitions during the years ended December 31, 2023, and 2022, (ii) costs associated
with potential acquisitions that will not close, (iii) costs associated with the termination of the bridge loan commitment during the three months ended March 31,
2022 related to the acquisition of Park Holidays, (iv) expenses 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, and (v) other non-recurring transaction costs.
(3) Loss of earnings - catastrophic event-related charges, net for the year ended December 2023 included the following:
Hurricane Ian - Three Fort Myers, Florida RV communities impaired
Estimated loss of earnings in excess of the applicable business interruption deductible
Insurance recoveries received for previously estimated loss of earnings through August 31, 2023
Hurricane Irma - Three Florida Keys communities impaired
Estimated loss of earnings in excess of the applicable business interruption deductible
Reversal of unpaid previously estimated loss of earnings that we do not expect to recover
Loss of earnings - catastrophic event-related charges, net
Year Ended
December 31, 2023
$
$
21.9
(19.7)
0.5
(0.6)
2.1
(4) Other adjustments, net relates primarily to (i) deferred tax expense / (benefit) and long term lease termination expense / (benefit) during the years ended December
31, 2023, 2022 and 2021, (ii) accelerated deferred compensation amortization and gain on sale of investment in nonconsolidated affiliate during the years ended
December 31, 2023 and 2022, (iii) non-recurring management fees, severance costs, and ERP implementation costs during the year ended December 31, 2023, (iv)
change in estimated contingent consideration during the years ended December 31, 2023 and December 31, 2021, (v) gain from legal settlement during the year
ended December 31, 2022 and (vi) RV rebranding non-recurring costs for the years ended December 31, 2022 and 2021.
69
SUN COMMUNITIES, INC.
LIQUIDITY AND CAPITAL RESOURCES
Short-term Liquidity
Our principal short-term liquidity demands historically have been, and are expected to continue to be, distributions to our shareholders
and the unit holders of the Operating Partnership, property acquisitions, development and expansion of our properties, capital
improvement of our properties, the purchase of new and pre-owned homes, and debt repayment. We intend to meet our short-term
liquidity requirements through available cash balances, cash flow generated from operations, draws on our Senior Credit Facility, and
the use of debt and equity offerings under our shelf registration statement. Refer to Note 9, "Debt and Line of Credit" and Note 10,
"Equity and Temporary Equity" and Note 21, "Subsequent Events," in our accompanying Consolidated Financial Statements for
additional information and related activity subsequent to December 31, 2023.
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 take a disciplined approach to selecting the optimal mix of financing sources to meet our liquidity demands and minimize
our overall cost of capital. Our investment grade credit ratings of BBB and Baa3 from S&P Global and Moody's, respectively, remain
unchanged from the initial rating. We plan to continue to capitalize on our unsecured bond market access to optimize our cost of
capital and increase our financial flexibility.
Current market and economic conditions, including relating to, among other things, interest rates, currency fluctuations, equity
valuations and inflation, may adversely affect our ability to obtain debt and equity capital in the short term on attractive terms.
Throughout our history, we have demonstrated operational reliability and cash flow strength throughout economic cycles. Our current
objectives include streamlining our operations with an emphasis on our reliable real property income. We recognize the headwinds we
are facing from a challenging macroeconomic environment and are re-aligning our strategy to focus on our proven, durable income
streams. We are positioned for ongoing organic growth with expected rental rate increases, occupancy gains and expense management.
Looking ahead to 2024, we expect rental rate growth that exceeds headline inflation with ongoing focus on expense management to
continue generating strong organic cash flow growth.
Given a macroeconomic backdrop of sustained higher interest rates, we intend to prioritize variable rate debt reduction as our primary
use of free cash flow from our operations and selective capital recycling. In addition, we are pulling back on our development activity
and capital spending considering the more challenging macroeconomic and capital market environment. Capital spending besides
projects that are underway, will be solely focused on the most strategic opportunities. We also attempt to manage interest rate risks by
using interest rate hedging instruments and by monitoring our overall leverage levels. We engage in certain hedging transactions to
limit our exposure from the adverse effects of changes in interest rates on borrowing costs of our loans.
Acquisition, development and expansion activities
Subject to market conditions, we intend to selectively identify opportunities to expand our development pipeline and acquire existing
properties. We finance acquisitions through available cash, secured financing, draws on our Senior Credit Facility, the assumption of
existing debt on properties and the issuance of debt and equity securities. The current higher interest rate environment may make it
more expensive to finance acquisitions and fund developments and expansion. We will continue very selectively to evaluate
acquisition and development opportunities that meet our underwriting criteria.
During the year ended December 31, 2023, we acquired one MH community with 68 sites and 72 development sites, and one marina
with 24 wet slips and dry storage spaces, for an aggregate purchase price of approximately $107.0 million. Total acquisition
investments were $368.7 million during the year ended December 31, 2023, and represents the purchase price paid for operating
properties and land parcels for future ground-up development and expansions activities, plus any capital improvements identified
during due diligence needed to bring acquired properties up to our operating standards.
We have been focused on property ground-up development and expansion opportunities adjacent to our existing properties. During the
year ended December 31, 2023, we acquired four land parcels located in the U.S. and the UK for the potential development of over
1,350 sites, expanded 14 of our existing communities by over 440 sites and delivered 360 sites at five ground-up development
properties.
70
SUN COMMUNITIES, INC.
We continue to selectively expand our properties utilizing our inventory of owned and entitled land. We have over 17,980 MH and RV
sites suitable for future development.
Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional
detail on acquisitions completed to date.
Capital Expenditures (excluding Acquisition costs)
Our capital expenditures include lot modifications, growth projects, rebranding, acquisition-related capital expenditures, expansion
and development construction costs, rental home purchases and recurring capital expenditures.
Our capital expenditure activity is summarized as follows (in millions):
Recurring Capital Expenditures
Non-Recurring Capital Expenditures and Related Activities
Lot Modifications
Growth Projects
Rebranding
Capital improvements to recent acquisitions
Expansion and Development
Rental Program
Other
Total Non-Recurring Capital Expenditure and Related Activities
Total Capital Expenditure and Related Activities
Recurring capital expenditures
Year Ended
December 31, 2023
December 31, 2022
$
87.3
$
73.8
54.9
104.5
4.7
215.3
276.3
260.9
(0.9)
915.7
$
1,003.0
$
39.1
99.5
15.0
280.3
261.8
151.1
0.4
847.2
921.0
Property recurring capital expenditures are necessary to maintain asset quality, including purchasing and replacing items used to
operate the communities and marinas. Recurring capital expenditures at our MH and RV properties include major road, driveway and
pool improvements; clubhouse renovations; adding or replacing streetlights; playground equipment; signage; maintenance facilities;
manager housing and property vehicles. Recurring capital expenditures at our marinas include dredging, dock repairs and
improvements, and equipment maintenance and upgrades. The minimum capitalized amount is five hundred dollars.
Non-Recurring Capital Expenditures and Related Activities
Lot modifications - lot modification capital expenditures are incurred to modify the foundational structures required to set a new home
after a previous home has been removed. These expenditures are necessary to create a revenue stream from a new site renter and often
improve the quality of the community. Other lot modification expenditures include land improvements added to annual RV sites to aid
in the conversion of transient RV guests to annual contracts.
Growth projects - growth projects consist of revenue generating or expense reducing activities at the properties. These include, but are
not limited to, utility efficiency and renewable energy projects, site, slip or amenity upgrades such as the addition of a garage, shed or
boat lift, and other special capital projects that substantiate an incremental rental increase.
Rebranding - rebranding includes new signage at our RV communities and the costs of building an RV mobile application and
updated website.
Capital improvements subsequent to acquisition often require 24 to 36 months to complete after closing and include upgrading
clubhouses; landscaping; new street light systems; new mail delivery systems; pool renovations including larger decks, heaters and
furniture; new maintenance facilities; lot modifications; and new signage including main signs and internal road signs.
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SUN COMMUNITIES, INC.
Expansion and development expenditures - consist primarily of construction costs such as roads, activities, and amenities, and costs
necessary to complete site improvements, such as driveways, sidewalks and landscaping at our MH and RV communities.
Expenditures also include costs to rebuild after damage has been incurred at MH, RV or marina properties, and research and
development.
Rental program - consists of investment in the acquisition of homes intended for the Rental Program and the purchase of vacation
rental homes at our RV communities. Expenditures for these investments depend upon the condition of the markets for repossessions
and new home sales, rental homes and vacation rental homes.
Cash Flow Activities
Our cash flow activities are summarized as follows (in millions):
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, 2023
December 31, 2022
December 31, 2021
$
$
$
$
790.5
(919.5)
80.3
1.0
$
$
$
$
734.9
(3,062.6)
2,348.6
(8.7)
$
$
$
$
753.6
(2,338.2)
1,570.4
(0.2)
Cash, cash equivalents and restricted cash decreased by $47.7 million from $90.4 million as of December 31, 2022, to $42.7 million as
of December 31, 2023.
Operating activities - Net cash provided by operating activities increased by $55.6 million to $790.5 million for the year ended
December 31, 2023, compared to $734.9 million for the year ended December 31, 2022. The increase in operating cash flow was
primarily due to improved Same Property operating performance at our MH and RV communities and marinas, partially offset by an
increase in interest expense during the year ended December 31, 2023 as compared to the corresponding period in 2022.
Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things:
•
•
•
•
•
•
•
the market and economic conditions in our current markets generally, and specifically in the metropolitan areas of our current
markets;
lower occupancy and rental rates of our properties;
substantial increases in insurance premiums;
increases in other operating costs, such as wage and benefit costs, real estate taxes and utilities;
decreased sales of manufactured homes;
current volatility in economic conditions and the financial markets; and
the effects of outbreaks of disease and related restrictions on business operations. Refer to "Risk Factors" in Part I, Item 1A in
this Annual Report on Form 10-K.
Investing activities - Net cash used for investing activities decreased by $2.1 billion to $919.5 million for the year ended December 31,
2023, compared to $3.1 billion for the year ended December 31, 2022. The decrease in Net cash used for investing activities was
primarily driven by a decrease in cash deployed to acquire properties during the year ended December 31, 2023 as compared to the
corresponding period in 2022. Refer to the Consolidated Statements of Cash Flows for detail on the net cash used for investing
activities during the years ended December 31, 2023 and 2022. Refer to Note 3, "Real Estate Acquisitions and Dispositions" and
Note 21, "Subsequent Events," in our accompanying Consolidated Financial Statements for additional information on acquisitions and
investment activity subsequent to December 31, 2023.
Financing activities - Net cash provided by financing activities decreased by $2.3 billion to $80.3 million for the year ended December
31, 2023, compared to $2.3 billion for the year ended December 31, 2022. The decrease in Net cash provided by financing activities
was primarily driven by a decrease in borrowings on our Senior Credit Facility, net of repayments, a decrease in issuance of common
stock, OP units and preferred OP units, net, during the year ended December 31, 2023 as compared to the corresponding period in
2022. Refer to the Consolidated Statements of Cash Flows for detail on the net cash provided by financing activities during the years
ended December 31, 2023 and 2022. Refer to Note 8, "Consolidated Variable Interest Entities," Note 9, "Debt and Line of Credit" and
Note 10, "Equity and Temporary Equity," in our accompanying Consolidated Financial Statements for additional information.
72
SUN COMMUNITIES, INC.
We are exposed to interest rate variability associated with our outstanding floating rate debt and any maturing debt that has to be
refinanced. Interest rate movements impact our borrowing costs and, while as of December 31, 2023, over 84% of our total debt was
fixed rate financing, including the impact of hedge activity, increases in interest costs are likely to adversely affect our financial
results.
Equity and Debt Activity
Public Equity Offerings
In November 2021, we entered into forward sale agreements in connection with an underwritten registered public offering of
4,025,000 shares of our common stock at a public offering price of $185.00 per share. In April 2022, we completed the physical
settlement of the 4,025,000 shares of common stock and received aggregate net proceeds of $705.4 million. We used the net proceeds
to repay borrowings outstanding under our Senior Credit Facility, and for working capital and general corporate purposes.
At the Market Offering Sales Agreement
In December 2021, we entered into an At the Market Offering Sales Agreement (the "Sales Agreement"), with certain sales agents and
forward sellers pursuant to which we may sell, from time to time, up to an aggregate gross sales price of $1.25 billion of our common
stock through the sales agents, acting as our sales agents or, if applicable, as forward sellers, or directly to the sales agents as
principals for their own accounts. We simultaneously terminated our prior sales agreement upon entering into the Sales Agreement.
Through December 31, 2023, we had entered into forward sales agreements under our Sales Agreement for an aggregate gross sales
price of $160.6 million.
During the three months ended September 30, 2022, we entered into forward sale agreements with respect to 15,000 shares of
common stock under our Sales Agreement for $2.6 million. Additionally, we settled all of our outstanding forward sale agreements
with respect to 1,526,212 shares of common stock which includes 620,109; 600,503; 290,600; and 15,000 shares of common stock
from the three months ended December 31, 2021, March 31, June 30 and September 30, 2022 forward sale agreements, respectively.
The net proceeds of $275.5 million from the settlement of these forward sale agreements were used to repay borrowings outstanding
under our Senior Credit Facility.
During the three months ended June 30, 2022, we completed the physical settlement of 1,200,000 shares of common stock under our
prior at the market offering program and received net proceeds of $229.5 million. Additionally, we entered into forward sales
agreements with respect to 290,600 shares of common stock for $50.1 million, under our Sales Agreement. These forward sale
agreements were settled during the three months ended September 30, 2022.
During the three months ended March 31, 2022, we entered into forward sales agreements with respect to 600,503 shares of common
stock for $107.9 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended
September 30, 2022.
During the year ended December 31, 2021, we entered into forward sale agreements with respect to 1,820,109 shares of common
stock under our prior at the market offering program for $356.5 million. We completed the physical settlement of 1,200,000 and
620,109 shares of common stock during the three months ended June 30, 2022 and September 30, 2022, respectively.
Marketable Securities
In October 2023, we sold our 41.8 million share position in Ingenia Communities Group (ASX: INA), generating $102.5 million of
proceeds, net of underwriting and other fees, with a realized loss of $8.0 million. The proceeds were used to pay down amounts drawn
under our Senior Credit Facility.
Secured Debt
During the three months ended December 31, 2023, we entered into new mortgage term loans for $252.8 million that mature in
November 1, 2030 and bear interest at a fixed rate of 6.49%. As a result of the new mortgage term loans, two additional properties
were encumbered. We used the proceeds to repay $117.8 million of mortgage term loans that matured on November 30, 2023 and pay
down amounts drawn under our Senior Credit Facility. The effective interest rate on the new secured loans is 6.251% inclusive of the
impact of the aforementioned terminated swap of $50.0 million.
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SUN COMMUNITIES, INC.
During the three months ended March 31, 2023, we entered into mortgage term loans totaling $184.1 million related to 27 properties
which mature between February 13, 2026 and April 1, 2033, and have a weighted average fixed interest rate of 5.39%. We used the
net proceeds to repay borrowings outstanding under our Senior Credit Facility.
During the year ended December 31, 2022, we entered into a new $20.6 million construction loan, which was undrawn as of
December 31, 2023, and a $3.4 million mortgage term loan that are jointly secured by one property. Both loans mature on August 10,
2047 and have a fixed interest rate of 3.65%. Additionally, we entered into a mortgage term loan of $226.0 million related to 18
existing encumbered properties, which mature between June 15, 2026 and December 15, 2029, and have a fixed interest rate of 4.5%.
During the three months ended September 30, 2022, we repaid $318.0 million of term loans collateralized by 35 properties. These
loans had a weighted average interest rate of 4.81% and were set to mature from December 6, 2022 through September 6, 2024.
Senior Unsecured Notes
Subsequent to the three months ended December 31, 2023, the Operating Partnership issued $500.0 million of senior unsecured notes
with an interest rate of 5.5% and a five-year term, due January 15, 2029. The net proceeds from the offering were $495.4 million, after
deducting underwriters' discounts and estimated offering expenses. We used the majority of the net proceeds to repay borrowings
outstanding under our Senior Credit Facility, reducing our floating-rate debt to total debt to approximately 10%. In connection with
the note issuance, we settled seven forward swap contracts totaling $255.0 million and paid a net settlement payment of $2.3 million to
several counterparties. Refer to Note 21, "Subsequent Events," in our accompanying Consolidated Financial Statements for additional
information.
The following table sets forth certain information regarding our outstanding senior unsecured notes (in millions). All senior unsecured
notes include interest payments on a semi-annual basis in arrears.
5.7% notes, issued in January 2023 and due in January 2033(1)
4.2% notes, issued in April 2022 and due in April 2032
2.3% notes, issued in October 2021 and due in November 2028
2.7% notes, issued in June 2021 and October 2021, and due in July 2031
Total
Principal Amount
December 31, 2023
December 31, 2022
Carrying Amount
$
$
400.0 $
395.7 $
600.0
450.0
750.0
592.6
446.8
742.4
—
591.8
446.2
741.6
2,200.0 $
2,177.5 $
1,779.6
(1) In January 2023, the Operating Partnership issued $400.0 million of senior unsecured notes with an interest rate of 5.7% and a 10-year term, due January 15, 2033
(the "2033 Notes"). Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023. The net proceeds
from the offering were $395.3 million, after deducting underwriters' discounts and estimated offering expenses. We used the net proceeds from the offering to repay
borrowings outstanding under our Senior Credit Facility.
The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on our senior unsecured notes are
guaranteed on a senior basis by Sun Communities, Inc. The guarantee is full and unconditional, and the Operating Partnership is a
consolidated subsidiary of the Company. Under Rule 3-10 of Regulation S-X, as amended, subsidiary issuers of obligations
guaranteed by its parent company are not required to provide separate financial statements, provided that the subsidiary obligor is
consolidated into the parent company's consolidated financial statements, the parent guarantee is "full and unconditional" and, subject
to certain exceptions, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and
summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been
presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), we have excluded the summarized financial information for the
Operating Partnership as the assets, liabilities and results of operations of the Operating Partnership are not materially different from
the corresponding amounts presented in our consolidated financial statements and management believes such summarized financial
information would be repetitive and not provide incremental value to investors.
Line of Credit
In April 2022, the Operating Partnership as borrower, SUI as guarantor, and certain lenders entered into the Credit Facility
Amendment, which amended our Senior Credit Facility.
74
SUN COMMUNITIES, INC.
The Credit Facility Amendment increased the aggregate amount of our Senior Credit Facility to $4.2 billion with the ability to upsize
the total borrowings by an additional $800.0 million, subject to certain conditions. The increased aggregate amount under the Senior
Credit Facility consists of the following: (a) a revolving loan in an amount up to $3.05 billion and (b) a term loan facility of
$1.15 billion, with the ability to draw funds from the combined facilities in U.S. dollars, Pound sterling, Euros, Canadian dollars and
Australian dollars, subject to certain limitations. The Credit Facility Amendment extended the maturity date of the revolving loan
facility to April 7, 2026. At our option that maturity date may be extended two additional six-month periods. In addition, the Credit
Facility Amendment established the maturity date of the term loan facility under the Credit Facility Amendment as April 7, 2025,
which may not be further extended.
The Senior Credit Facility bears interest at a floating rate based on the Adjusted Term Secured Overnight Financing Rate ("SOFR"),
the Adjusted Eurocurrency Rate, the Australian Bank Bill Swap Bid Rate ("BBSY"), the Daily Sterling Overnight Index Average
("SONIA") Rate or the Canadian Dollar Offered Rate, as applicable, plus a margin, in all cases, which can range from 0.725% to
1.6%, subject to certain adjustments. As of December 31, 2023, the margins based on our credit ratings were 0.85% on the revolving
loan facility and 0.95% on the term loan facility.
At the lenders' option, the Senior Credit Facility will become immediately due and payable upon an event of default under the Credit
Facility Agreement. We had $944.1 million and $1.1 billion of borrowings outstanding under the revolving loan as of December 31,
2023 and 2022, respectively. We also had $1.1 billion of borrowings outstanding under the term loan on the Senior Credit Facility as
of December 31, 2023 and 2022, respectively. These balances are recorded in Unsecured debt on the Consolidated Balance Sheets.
The Senior Credit Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our
borrowings outstanding under the Senior Credit Facility, but does reduce the borrowing amount available. We had $26.2 million and
$2.6 million of outstanding letters of credit at December 31, 2023 and 2022, respectively.
Financial Covenants
Pursuant to the terms of the Senior Credit Facility, we are subject to various financial and other covenants. The most restrictive
financial covenants for the Senior Credit Facility are as follows:
Covenant
Requirement
As of December 31, 2023
Maximum leverage ratio
Minimum fixed charge coverage ratio
Maximum secured leverage ratio
<65.0%
>1.40
<40.0%
35.9%
3.02
13.8%
In addition, we are required to maintain the following covenants with respect to the senior unsecured notes payable:
Covenant
Total debt to total assets
Secured debt to total assets
Consolidated income available for debt service to debt service
Unencumbered total asset value to total unsecured debt
Requirement
≤60.0%
As of December 31, 2023
41.7%
≤40.0%
≥1.50
≥150.0%
18.9%
3.97
335.2%
As of December 31, 2023, we were in compliance with the above covenants and do not anticipate that we will be unable to meet these
covenants in the near term.
75
SUN COMMUNITIES, INC.
Derivative Transactions
We enter into treasury rate lock contracts, interest rate swaps, and forward swaps for interest rate risk management purposes. We do
not enter into derivative instruments for speculative purposes. The risks being hedged are the interest rate risk related to outstanding
floating rate debt and forecasted debt issuance transactions, and the benchmark interest rates used are the SOFR and the SONIA Rate.
Subsequent to the three months ended December 31, 2023, in connection with the issuance of $500.0 million of senior unsecured notes
with an interest rate of 5.5% and a five-year term, due January 15, 2029, we settled seven forward swap contracts totaling
$255.0 million and paid a net settlement payment of $2.3 million to several counterparties. Refer to Note 21, "Subsequent Events," in
our accompanying Consolidated Financial Statements for additional information.
During the year ended December 31, 2023, we entered into derivative contracts with aggregate notional amounts of $582.3 million and
terminated derivative contracts with aggregate notional amounts of $300.0 million and received an aggregate cash settlement of $13.4
million.
During the year ended December 31, 2022, we entered into derivative contracts with aggregate notional amounts of $733.6 million,
and terminated derivative contracts with aggregate notional amounts of $600.0 million and received an aggregate cash settlement of
$35.3 million.
Long-term Financing and Capital Requirements
Long-term Financing
We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion
and development of properties, other nonrecurring capital improvements and Operating Partnership unit redemptions through the long-
term unsecured and secured debt and the issuance of certain debt or equity securities subject to market conditions. If current market
and economic conditions, including relating to, among other things, interest rates, currency fluctuations, equity valuations and
inflation, continue or worsen, our ability to obtain debt and equity capital in the long term on attractive terms may be adversely
affected.
As of December 31, 2023, we had unrestricted cash on hand of $29.2 million, $2.0 billion of remaining capacity on the Senior Credit
Facility, and a total of 511 unencumbered MH, RV and marina properties.
From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, issue unsecured
notes, obtain other 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 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. In the event our
current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing
unsecured debt as maturities become due. Refer to "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, 2023, our net debt to enterprise value was 30.9% (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, Series J preferred OP units, Series K
preferred OP units and Series L preferred OP units to shares of common stock). Our debt has a weighted average interest rate of 4.23%
and a weighted average years to maturity of 6.8.
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SUN COMMUNITIES, INC.
Capital Requirements
Our capital requirements as of December 31, 2023 include both short and long term obligations:
Our primary long-term liquidity needs are principal payments on outstanding debt as summarized in the table below:
Outstanding Debt(1)
Total Due
Payments Due By Period (in millions)
Short-term Obligation
≤1 Year
Long-term Obligation
After 1 Year
Refer to
Principal payments on long-term debt
Interest expense(2)
Operating leases
Finance lease
Total Outstanding Debt
$
$
7,816.4 $
195.4 $
7,621.0 Note 9. Debt and Line of Credit
1,712.9
296.2
28.1
229.3
13.9
4.6
1,483.6
282.3 Note 18. Leases
23.5 Note 18. Leases
9,853.6 $
443.2 $
9,410.4
(1) Our outstanding debt in this table excludes debt premiums, discounts, deferred financing costs and fair value adjustment, as applicable.
(2) Our obligations related to interest expense are calculated based on the current debt levels, rates and maturities as of December 31, 2023 (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 for
payment due after five years.
Certain of our nonconsolidated affiliates, which are accounted for under the equity-method of accounting, have incurred debt. We
have not guaranteed the debt of our nonconsolidated affiliates in the arrangements referenced below, nor do we have any obligations
to fund this debt should the nonconsolidated affiliates be unable to do so. Refer to Note 7, "Investments in Nonconsolidated
Affiliates," in the accompanying Consolidated Financial Statements for additional information about these entities.
GTSC - During September 2019, GTSC entered into a warehouse line of credit with a maximum loan amount of $125.0 million. The
line of credit was subsequently amended, with the maximum amount increased to $325.0 million as of December 31, 2022, with an
option to increase to $375.0 million subject to the lender's consent. As of December 31, 2023 and 2022, the aggregate carrying amount
of debt, including both our and our partner's share, incurred by GTSC was $261.3 million (of which our proportionate share is
$104.5 million), and $275.0 million (of which our proportionate share is $110.0 million), respectively. The debt bears interest at a
variable rate based on a Commercial Paper or adjusted SOFR plus a margin ranging from 1.65% to 2.5% per annum and matures on
December 15, 2026.
Sungenia JV - During May 2020, Sungenia JV, entered into a debt facility agreement with a maximum loan amount of $27.0 million
Australian dollars, or $18.4 million converted at the December 31, 2023 exchange rate. During July 2022, the maximum amount was
increased to $50.0 million Australian dollars, or $34.1 million converted at the December 31, 2023 exchange rate. As of December 31,
2023 and 2022, the aggregate carrying amount of the debt, including both our and our partners' share, incurred by Sungenia JV was
$25.2 million (of which our proportionate share is approximately $12.6 million), and $7.9 million (of which our proportionate share is
$4.0 million), respectively. The debt bears interest at a variable rate based on the BBSY rate plus a margin ranging from 1.35% to
1.4%, subject to adjustment for additional future commitments, per annum and matures on June 30, 2027.
77
SUN COMMUNITIES, INC.
SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
Critical Accounting Estimates
Our Consolidated Financial Statements are prepared in accordance with United States of America generally accepted accounting
principles, 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 of investment properties, impairments of long-lived assets, and impairments
of goodwill. 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 certain situations, we discuss the likelihood that materially different amounts could be reported under varied
conditions and assumptions.
Goodwill Impairment
In performing goodwill impairment testing, we utilize a third-party valuation specialist to assist management in determining the fair
value of our reporting units. The fair value of each reporting unit is estimated based on a combination of discounted cash flows
(income approach) and the use of pricing multiples derived from an analysis of comparable public companies multiplied against
historical and / or anticipated financial metrics (market approach) for each reporting unit. These calculations contain uncertainties as
they require management to make assumptions including, but not limited to, market comparables, future cash flows of the reporting
units, and appropriate weighted average cost of capital and long-term growth rates. A decline in the actual cash flows of our reporting
units in future periods, as compared to the projected cash flows used in our valuations, could result in the carrying value of the
reporting units exceeding their respective fair values. Further, a change in market comparables, discount rate or long-term growth
rates, as a result of a change in economic conditions or otherwise, could result in the carrying values of the reporting units exceeding
their respective fair values. Refer to Note 6, "Goodwill and Other Intangible Assets," in our accompanying Consolidated Financial
Statements for additional information regarding goodwill.
During the year ended December 31, 2023, we performed qualitative and quantitative assessments of our goodwill balance for
potential impairment in accordance with ASC 350-20, "Goodwill and Other." As a result of our impairment testing, we determined
that the fair value of the UK reporting unit was below its carrying value during the first, second and third quarters, and recorded
aggregate non-cash impairment charges of $369.9 million. The decline in the fair value of the UK reporting unit was primarily driven
by a higher weighted average cost of capital due to changes in the macroeconomic environment, as well as inflationary pressures in the
UK causing a decline in projected future cash flows in the region. Refer to Note 22, "Quarterly Financial Data (Unaudited and
Restated)," in our accompanying Consolidated Financial Statements for additional information regarding amounts reported for interim
periods.
We performed a sensitivity analysis for the significant assumptions in the goodwill impairment testing analysis for our UK reporting
unit. As of December 31, 2023, holding all other assumptions constant and as determined by the income approach:
•
•
•
A hypothetical increase of approximately 70 basis points to the discount rate would result in goodwill impairment of
approximately $32.0 million;
A hypothetical decrease in the expected average annual revenue growth rate of approximately 40 basis points over the entire
forecast period would result in goodwill impairment of approximately $32.0 million;
A hypothetical decrease of approximately 280 basis points in the expected EBITDA margins in each year over the entire
forecast period would result in goodwill impairment of approximately $32.0 million.
Our other reporting units are less sensitive to changes in macroeconomic factors and forecast assumptions than our UK reporting unit
due to greater excess of fair value over carrying value. For the Marina reporting unit, we concluded that the fair value exceeded its
carrying value by over 19% as of October 31, 2023. We did not identify a triggering event in any other reporting unit.
Impact of New Accounting Standards
Refer to Note 20, "Recent Accounting Pronouncements," in our accompanying Consolidated Financial Statements for information
regarding new accounting pronouncements.
78
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 $1.3 billion and $1.7 billion as of December 31, 2023 and 2022, respectively, after adjusting for the
impact of hedging in place through the use of interest rate swaps. As of December 31, 2023 and 2022, our variable debt bore interest at
the Adjusted Term SOFR, the Adjusted Eurocurrency Rate, the Australian BBSY rate, the Daily SONIA Rate or the Canadian Dollar
Offered Rate, and the Eurodollar rate or Prime rate plus a margin. If the above rates increased or decreased by 1.0%, our interest
expense would have increased or decreased by $13.8 million and $14.2 million for the years ended December 31, 2023 and 2022,
respectively, based on the $1.4 billion average balances outstanding under our variable rate debt facilities for the years ended
December 31, 2023 and 2022, respectively. Our variable rate debt, interest expense and average balance outstanding under our
variable rate debt facility includes the impact of hedge activity.
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 properties in the UK and Canada, and our joint venture in Australia, 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, 2023 and 2022, our shareholder's equity included $893.9 million and $1.2 billion from our investments and
operations in the UK, Canada, and Australia, which collectively represented 12.5% and 14.9% of total shareholder's equity,
respectively. Based on our sensitivity analysis, a 10.0% strengthening of the U.S. dollar against the Pound sterling, Canadian dollar
and Australian dollar would have caused a reduction of $89.4 million and $117.9 million to our total shareholder's equity at December
31, 2023 and 2022, respectively.
Capital Market Risk
We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our
common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to
finance our business through borrowings under other financing arrangements. As a REIT, we are required to distribute a significant
portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to
utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets
to inform our decisions on the amount, timing and terms of capital we raise.
79
SUN COMMUNITIES, INC.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are filed herewith under Item 15.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures designed to ensure 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. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures
as of the end of the period covered by this Annual Report was made under the supervision and with the participation of our
management, including our principal executive officer and principal financial officer.
Based upon this evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31,
2023, our disclosure controls and procedures were not effective as of such date due to a material weakness in internal control over
financial reporting, as described below.
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 as of December 31,
2023, 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 as of December 31, 2023. Based on management's assessment, we have concluded that our internal
control over financial reporting was ineffective as of December 31, 2023, due to the material weakness described below.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a
timely basis.
As of December 31, 2023, there was a material weakness relating to the design of management's review controls and failure to identify
triggering events including reduced financial projections and increased interest rates, relevant to the evaluation of goodwill
impairment relating to our Park Holidays business within the MH segment.
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 included herein. This report contains an adverse opinion on the effectiveness of our
internal control over financial reporting.
80
SUN COMMUNITIES, INC.
Plan for remediation of the material weakness
The Company and its Board of Directors are committed to maintaining a strong internal control environment. Management, with
oversight from the Audit Committee of the Board of Directors, has begun developing a comprehensive plan to remediate the material
weakness. Remediation efforts are focused on more rigorous policies and procedures and sufficiency of reviews for the Company's
evaluation of goodwill for impairment. These efforts will include enhanced education and training from third party specialists,
development of a continuous process for monitoring, assessment and communication, as well as involvement of additional key
stakeholders in reviews.
We will not be able to conclude whether these efforts will fully remediate the material weakness until the updated controls have
operated for a sufficient period of time and management has concluded, through testing, that such controls are operating effectively.
Changes in internal control over financial reporting
Except as discussed above, there were no changes in internal control over financial reporting during the quarter ended December 31,
2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
81
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 2024 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 - Board of Directors - Board Structure -
Committees of the Board of Directors," "Security Ownership Information - Security Ownership of Directors and Executive Officers,"
and "Information About Executive Officers - Executive Officers Biographies."
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 "Corporate
Governance - Board of Directors - Board Structure - Compensation Committee Interlocks and Insider Participation," "Director
Compensation," and "Compensation Discussion and Analysis." The information in the section captioned "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
SHAREHOLDER 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 - Board of Directors - Board Structure - Committees of the Board of Directors," "Corporate Governance -
Board of Directors - Board Structure - Leadership Structure and Independence of Non-Employee Directors," and "Corporate
Governance - Board of Directors - Other Board Policies and Processes - 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."
82
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 Statement Schedules
The financial statement schedules 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.
83
SUN COMMUNITIES, INC.
EXHIBITS
Exhibit
Number
Description
Method of Filing
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11#
10.12#
Sun Communities, Inc. Articles of Restatement
Fourth Amended and Restated Bylaws
Sun Communities, Inc. Articles of Amendment effective May 18, 2023
Description of the Registrant’s Securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934
Incorporated by reference to Exhibit 3.1 of Sun Communities,
Inc.'s Annual Report on Form 10-K filed on February 22, 2018
Incorporated by reference to Exhibit 3.1 of Sun Communities,
Inc.'s Current Report on Form 8-K filed on February 21, 2023
Incorporated by reference to Exhibit 3.1 to Sun Communities,
Inc.'s Current Report on Form 8-K filed on May 19, 2023
Incorporated by reference to Exhibit 4.1 of Sun Communities,
Inc.'s Annual Report on Form 10-K filed for the year ended
December 31, 2019
Indenture, dated as of June 28, 2021 by and between Sun Communities Operating
Limited Partnership and UMB Bank, N.A. as trustee.
Incorporated by reference to Exhibit 4.1 of Sun Communities
Inc.'s Current Report on Form 8-K filed on June 28, 2021
First Supplemental Indenture, dated as of June 28, 2021 by and among Sun
Communities Operating Limited Partnership, Sun Communities, Inc., and UMB Bank,
N.A. as trustee.
Incorporated by reference to Exhibit 4.2 of Sun Communities
Inc.'s Current Report on Form 8-K filed on June 28, 2021
Form of Global Note for 2.700% Notes due 2031
Second Supplemental Indenture, dated as of October 5, 2021 by and among Sun
Communities Operating Limited Partnership, Sun Communities, Inc., and UMB Bank,
N.A. as trustee
Form of Global Note for 2.300% Notes due 2028
Third Supplemental Indenture, dated as of April 12, 2022 by and among Sun
Communities Operating Limited Partnership, Sun Communities, Inc., and UMB Bank,
N.A. as trustee.
Form of Global Note for 4.200% Notes due 2032
Fourth Supplemental Indenture, dated as of January 17, 2023 by and among Sun
Communities Operating Limited Partnership, Sun Communities, Inc. and UMB Bank.,
N.A. as trustee.
Form of Global Note for 5.700% Notes due 2033
Fifth Supplemental Indenture, dated as of January 11, 2024 by and among Sun
Communities Operating Limited Partnership, Sun Communities, Inc., and UMB Bank,
N.A. as trustee.
Form of Global Note for 5.500% Notes due 2029
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 Exhibit 4.3 of Sun Communities
Inc.'s Current Report on Form 8-K filed on June 28, 2021
Incorporated by reference to Exhibit 4.3 of Sun Communities
Inc.'s Current Report on Form 8-K filed on October 5, 2021
Incorporated by reference to Exhibit 4.4 of Sun Communities
Inc.'s Current Report on Form 8-K filed on October 5, 2021
Incorporated by reference to Exhibit 4.2 of Sun Communities
Inc.'s Current Report on Form 8-k filed on April 12, 2022
Incorporated by reference to Exhibit 4.3 of Sun Communities
Inc.'s Current Report on Form 8-K filed on April 12, 2022
Incorporated by reference to Exhibit 4.2 of Sun Communities
Inc.'s Current Report on Form 8-K filed on January 17, 2023
Incorporated by reference to Exhibit 4.3 of Sun Communities
Inc.'s Current Report on Form 8-K filed on January 17, 2023
Incorporated by reference to Exhibit 4.2 of Sun Communities
Inc.'s Current Report on Form 8-K filed on January 11, 2024
Incorporated by reference to Exhibit 4.3 of Sun Communities
Inc.'s Current Report on Form 8-K filed on January 11, 2024
Incorporated by reference to Exhibit 10.61 of 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 Exhibit 10.9 of Sun Communities,
Inc.'s Annual Report on Form 10-K filed on February 21, 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 Exhibit 10.1 of Sun Communities,
Inc.'s Current Report on Form 8-K filed January 13, 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 Exhibit 10.1 of 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 Exhibit 10.1 of 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 Exhibit 10.1 of 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 Exhibit 10.1 of Sun Communities,
Inc.'s Current Report on Form 8-K filed January 4, 2021
Ninth Amendment to Agreement of Limited Partnership of Sun Communities Operating
Limited Partnership, dated April 21, 2021
Incorporated by reference to Exhibit 10.1 of Sun Communities
Inc.'s Current Report on Form 8-K filed on April 23, 2021
Eleventh Amendment to Agreement of Limited Partnership of Sun Communities
Operating Limited Partnership, dated March 23, 2023
Incorporated by reference to Exhibit 10.1 to Sun Communities,
Inc.'s Current Report on Form 8-K filed on March 27, 2023
Twelfth Amendment to Agreement of Limited Partnership of Sun Communities
Operating Limited Partnership, dated December 31, 2023
Incorporated by reference to Exhibit 10.1 to Sun Communities,
Inc.'s Current Report on Form 8-K filed on January 3, 2024
First Amended and Restated 2004 Non-Employee Director Option Plan
Incorporated by reference to Exhibit 10.1 of Sun Communities,
Inc.'s Current Report on Form 8-K filed July 25, 2012
First Amendment to First Amended and Restated 2004 Non-Employee Director Option
Plan
Incorporate by reference to Exhibit A of Sun Communities, Inc.'s
Definitive Proxy Statement filed on March 29, 2018
84
SUN COMMUNITIES, INC.
10.13#
10.14#
10.15#
10.16#
10.17#
Second Amendment to the Sun Communities, Inc. First Amended and Restated 2004
Non-Employee Director Option Plan effective as of March 29, 2022
Incorporated by reference to Exhibit 10.1 of Sun Communities
Inc.'s Current Report on Form 10-Q filed on April 26, 2022
Sun Communities, Inc. 2015 Equity Incentive Plan
First Amendment to Sun Communities, Inc. 2015 Equity Incentive Plan
UK Sub-Plan under the Sun Communities, Inc. 2015 Equity Incentive Plan
Sun Communities, Inc. Non-Employee Directors Deferred Compensation Plan
Incorporated by reference to Appendix A of Sun Communities,
Inc.'s Proxy Statement filed on April 29, 2015
Incorporated by reference to Appendix C of Sun Communities,
Inc.'s Definitive Proxy Statement filed on April 4, 2022
Incorporated by reference to Exhibit 10.4 of Sun Communities
Inc.'s Current Report on Form 8-K filed on April 13, 2022
Incorporated by reference to Exhibit 10.14 of Sun Communities,
Inc.'s Current Report on Form 10-K filed February 22, 2022
10.18# Employment Agreement among Sun Communities, Inc., Sun Communities Operating
Limited Partnership and Gary A. Shiffman dated March 29, 2021
Incorporated by reference to Exhibit 10.1 of Sun Communities,
Inc.'s Current Report on Form 8-K filed on March 31, 2021
10.19#
10.20#
10.21#
10.22#
10.23#
10.24#
10.25#
First Amendment to Employment Agreement among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Gary A. Shiffman dated March 30,
2022
Incorporated by reference to Exhibit 10.1 of Sun Communities
Inc.'s Current Report on Form 8-K filed on April 1, 2022
Employment Agreement dated April 8, 2022 among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Fernando Castro-Caratini
Incorporated by reference to Exhibit 10.3 of Sun Communities
Inc.'s Current Report on Form 8-K filed on April 13, 2022
Employment Agreement dated July 16, 2021 among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Bruce Thelen
Incorporated by reference to Exhibit 10.1 of Sun Communities
Inc.'s Current Report on Form 8-K filed on July 20, 2021
First Amendment to Employment Agreement among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Bruce Thelen dated March 30, 2022
Incorporated by reference to Exhibit 10.4 of Sun Communities
Inc.'s Current Report on Form 8-K filed on April 1, 2022
Employment Agreement dated October 18, 2021 among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Aaron Weiss
Incorporated by reference to Exhibit 10.1 of Sun Communities
Inc.'s Current Report on Form 8-K filed on October 18, 2021
First Amendment to Employment Agreement among Sun Communities, Inc., Sun
Communities Operating Limited Partnership and Aaron Weiss dated March 30, 2022
Incorporated by reference to Exhibit 10.5 of Sun Communities
Inc.'s Current Report on Form 8-K filed on April 1, 2022
Employment Agreement among Sun Communities, Inc., Sun Communities Operating
Limited Partnership and Marc Farrugia dated June 13, 2022
Filed herewith
10.26#*
Employment Agreement by and between International Marina Group I, LP and Baxter
Underwood dated September 29, 2020
Incorporated by reference to Exhibit 10.1 of Sun Communities,
Inc.'s Current Report on Form 8-K filed on September 29, 2020
10.27#* Form of Restricted Stock Award Agreement For Executives
10.28# Sun Communities Inc. Executive Compensation Recovery (Clawback) Policy
Filed herewith
Filed herewith
Incorporated by reference to Exhibit 10.1 of Sun Communities
Inc.'s Current Report on Form 8-K filed on June 14, 2021
Incorporated by reference to Exhibit 10.1 of Sun Communities
Inc.'s Current Report on Form 8-K filed on April 13, 2022
10.29*
10.30*
Fourth Amended and Restated Credit Agreement, dated June 14, 2021, among Sun
Communities Operating Limited Partnership, as Borrower, Citibank, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., Citizens
Bank, N.A., BofA Securities, Inc., BMO Capital Markets Corp., JPMorgan Chase Bank,
N.A., Fifth Third Bank, Regions Bank, Royal Bank of Canada, The Huntington
National Bank, Truist Bank, U.S. Bank National Association, and Wells Fargo Bank,
National Association, as Joint Lead Arrangers, and Citibank, N.A., Citizens Bank, N.A.,
BofA Securities, Inc., BMO Capital Markets Corp., and JPMorgan Chase Bank, N.A.,
as Joint Bookrunners, and Bank of America, N.A., JPMorgan Chase Bank, N.A., Bank
of Montreal, and Citizens Bank, N.A., as Co-Syndication Agents
Amendment No. 1, dated April 7, 2022, to the Fourth Amended and Restated Credit
Agreement and Other Loan Documents, among Sun Communities Operating Limited
Partnership, as Borrower, Citibank, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer, Citisecurities Limited, as special administrative agent for the AUD RC
Lenders; with Citibank, N.A., Citizens Bank, N.A., BofA Securities, Inc., BMO Capital
Markets Corp., JPMorgan Chase Bank, N.A., RBC Capital Markets, Fifth Third Bank,
National Association, Regions Bank, The Huntington National Bank, Truist Securities,
Inc., U.S. Bank National Association, Wells Fargo Bank, National Association, and
Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers, Citibank, N.A.,
Citizens Bank, N.A., BofA Securities, Inc., BMO Capital Markets Corp., JPMorgan
Chase Bank, N.A., RBC Capital Markets and Fifth Third Bank, National Association,
as Joint Bookrunners, BofA Securities, Inc., Citibank, N.A., and Sumitomo Mitsui
Banking Corporation, as Co-Sustainability Structuring Agents, and Bank of America
N.A., JPMorgan Chase Bank, N.A., Bank of Montreal, Citizens Bank, N.A., Royal
Bank of Canada and Fifth Third Bank, National Association, as Co-Syndication Agents.
10.31*
Cooperation Agreement, dated February 15, 2024, by and between Sun Communities,
Inc. and Land & Buildings Investment Management LLC.
Incorporated by reference to Exhibit 10.1 of Sun Communities
Inc.'s Current Report on Form 8-K filed on February 16, 2024
21.1
22.1
23.1
31.1
31.2
32.1
List of Subsidiaries of Sun Communities, Inc.
List issuers of guaranteed securities
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
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
85
SUN COMMUNITIES, INC.
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
*
#
Certain schedules and exhibits have been omitted pursuance 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. The Company will furnish the omitted
schedules and exhibits to the SEC upon request by the SEC.
Management contract or compensatory plan or arrangement
86
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 27, 2024
SUN COMMUNITIES, INC.
(Registrant)
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.
/s/
/s/
/s/
/s/
/s/
/s/
/s/
/s/
/s/
/s/
/s/
/s/
Name
Gary A. Shiffman
Gary A. Shiffman
Fernando Castro-Caratini
Fernando Castro-Caratini
Tonya Allen
Tonya Allen
Meghan G. Baivier
Meghan G. Baivier
Stephanie W. Bergeron
Stephanie W. Bergeron
Jeff T. Blau
Jeff T. Blau
Jerome W. Ehlinger
Jerome W. Ehlinger
Brian M. Hermelin
Brian M. Hermelin
Ronald A. Klein
Ronald A. Klein
Craig A. Leupold
Craig A. Leupold
Clunet R. Lewis
Clunet R. Lewis
Arthur A. Weiss
Arthur A. Weiss
Capacity
Chief Executive Officer, President and Chairman of the
Board of Directors (Principal Executive Officer)
Date
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
February 27, 2024
Executive Vice President, Chief Financial Officer, Treasurer
and Secretary (Principal Financial Officer and Principal
Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
87
SUN COMMUNITIES, INC.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
Financial Statements:
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income / (Loss) for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
Real Estate and Accumulated Depreciation, Schedule III
Page
F-2
F-7
F-8
F-9
F-10
F-11
F-13
F-71
F - 1
SUN COMMUNITIES, INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
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, 2023 and 2022, the related consolidated statements of operations, comprehensive income,
changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related
notes and financial statement schedule included under Item 15(a) (collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023
and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 27, 2024 expressed an adverse 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.
Estimation of fair value of real estate properties received in satisfaction of Operator Note Receivable
As described in Note 4 to the financial statements, during the three months ended December 31, 2023, the Company completed an
administration process whereby it acquired through a credit bid the real estate assets in satisfaction of related amounts due under the
operator note totaling $263.8 million. The Company recorded the real estate assets at their estimated fair value upon execution of the
credit bid. The fair value was determined by the Company with the assistance of a third-party appraiser, which utilized an income
approach that involved the application of certain subjective inputs including the absorption rate, sales price and discount rate.
We identified the fair value estimate of the real estate assets as a critical audit matter.
The principal consideration for our determination that the fair value estimate of the real estate assets is a critical audit matter is that
management, with the assistance of a third-party appraiser, made significant judgments about the valuation methodology, absorption
rate, the sales price and the discount rate, which are subjective inputs into the fair value estimate of the real estate assets. Significant
management judgments and estimates utilized to determine the fair value of the real estate assets are subject to estimation uncertainty
and required significant auditor judgment in evaluating the reasonableness of management's judgments and estimates.
F - 2
SUN COMMUNITIES, INC.
Our audit procedures related to evaluating the fair value estimate of the real estate assets acquired include the following, among
others:
• We obtained an understanding and tested the design and operating effectiveness of management's review control over the
estimation of the fair value of the assets acquired, which included reviewing the appropriateness of the valuation method,
absorption rate, sales price and discount rate used by the third-party appraiser to determine the fair value of the real estate
assets.
• We involved our valuation professionals with specialized skills and knowledge to assist in evaluating the reasonableness and
appropriateness of the valuation method and these significant assumptions used in the fair value estimate.
Potential Impairment of Investment Properties
As described in Note 1 to the financial statements, the Company reviews the carrying value of its long-lived assets, which includes its
investment properties, for impairment on a quarterly basis or whenever events or changes in circumstances indicate a possible
impairment. Events or 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.
The Company reviews investment properties for potential impairment and if any impairment indicators are identified, the Company
undertakes additional analyses utilizing expected undiscounted future cash flows for identified investment properties. Forecasting of
cash flows requires management to make estimates and assumptions about variables such as growth rates, forecasted net operating
income, estimated holding period, development and operating expenses during the holding period, and capitalization rates.
We identified the evaluation of recoverability of investment properties when an impairment indicator is identified as a critical audit
matter.
The principal consideration for our determination that the evaluation of recoverability of investment properties is a critical audit matter
is that auditing management's evaluation of impairment is challenging due to the high degree of subjective auditor judgment necessary
in evaluating management's determination of undiscounted cash flows for properties where impairment indicators have been
identified. The significant assumptions used in the undiscounted cash flows analysis include growth rates, forecasted net operating
income, estimated holding period, and capitalization rates. These assumptions can be affected by expectations about future market or
economic conditions, demand, and competition.
Our audit procedures related to evaluating management's determination of undiscounted cash flows for properties where impairment
indicators have been identified included the following, among others:
• We evaluated the design and tested the operating effectiveness of the controls that address the evaluation of recoverability,
including management's review of the operations and financial performance of investment properties and preparation of
undiscounted cash flow analysis.
• When an undiscounted cash flow analysis was necessary, we evaluated the significant assumptions and methods used in
developing that analysis. As part of our evaluation, we assessed the historical accuracy of the Company's estimates and ability
to forecast property performance. We also performed sensitivity analyses of certain significant assumptions to evaluate the
changes in the undiscounted cash flows of certain properties that would result from changes in the assumptions used by
management.
• We utilized an internal valuation specialist to compare the consistency of capitalization rates used by the Company to those
used for comparable properties in the market.
Impairment of Goodwill
As described in Notes 1 and 6 to the financial statements, the Company recorded goodwill impairment charges during the year ended
December 31, 2023, of $369.9 million to write down the value of their United Kingdom ("UK") reporting unit. Management assesses
goodwill for impairment at the reporting unit level on an annual basis or more frequently if events or changes in circumstances arise
and impairment indicators are identified. If the fair value of a reporting unit is lower than the carrying amount, a goodwill impairment
charge is recorded and it is written down to its implied fair value. Events or circumstances that may result in an impairment review
include changes in macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other
relevant entity-specific events, specific events affecting the reporting unit or a sustained decrease in share price.
F - 3
SUN COMMUNITIES, INC.
During the year ended December 31, 2023, the UK market experienced adverse macroeconomic changes which were reflected in
significant revisions to management's forecasts of projected future cash flows and earnings from previous budgets and forecasts. As a
result of these factors, management performed impairment tests of goodwill. The fair value of the UK reporting unit was estimated by
management using a combination of an income approach based on the present value of estimated future cash flows and a market
approach based on pricing multiples derived from an analysis of comparable public companies multiplied against historical and/or
anticipated financial metrics. These calculations contained significant judgments and assumptions relating to future cash flows of the
reporting unit, the weighted average cost of capital, and long-term growth rates.
We identified the estimation of fair value of the UK reporting unit as a critical audit matter.
The principal considerations for our determination that the estimation of the fair value of the UK reporting unit is a critical audit
matter are that (i) significant judgment and estimation was required by management in developing the fair value of the reporting unit
and (ii) a high degree of auditor judgment, subjectivity and effort was required in performing procedures and in evaluating
management's valuation methods, calculations and significant assumptions related to future cash flows of the reporting unit, the
weighted average cost of capital, and terminal growth rates used in management's model.
Our audit procedures related to evaluating management's estimate of the fair value of the UK reporting unit included the following,
among others:
• We involved an internal valuation specialist to assist in our evaluation of the appropriateness of the valuation methodologies
and the reasonableness of the assumptions used by the Company, including the calculation of the risk-adjusted discount rates
by recalculating the weighted average cost of capital and applied sensitivity analysis to long-term growth rates.
• We assessed the reasonableness of the Company's assumptions of forecasted revenue growth rates by comparing forecasted
amounts to actual historical results to identify material changes, corroborating the basis for increases in forecasted revenues
and expected cash flows.
• We evaluated whether the assumptions used were reasonable considering external market and industry data and whether
assumptions were consistent with evidence obtained in other areas of the audit.
/s/ GRANT THORNTON LLP
We have served as the Company's auditor since 2003.
Philadelphia, Pennsylvania
February 27, 2024
F - 4
SUN COMMUNITIES, INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
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, 2023, 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, because of the effect of the
material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has
not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013
Internal Control—Integrated Framework issued by COSO.
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or
detected on a timely basis. The following material weakness has been identified and included in management's assessment.
Management identified a material weakness relating to the design of management's review controls and failure to identify triggering
events including reduced financial projections and increased interest rates, relevant to the evaluation of goodwill impairment relating
to their Park Holidays business within the manufactured homes segment.
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, 2023. The material
weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023
consolidated financial statements, and this report does not affect our report dated February 27, 2024 which 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.
F - 5
SUN COMMUNITIES, INC.
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.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
February 27, 2024
F - 6
SUN COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except for per share amounts)
Assets
Land
Land improvements and buildings
Rental homes and improvements
Furniture, fixtures and equipment
Investment property
Accumulated depreciation
Investment property, net (see Note 8 at VIEs)
Cash, cash equivalents and restricted cash (see Note 8 at VIEs)
Marketable securities (see Note 16)
Inventory of manufactured homes
Notes and other receivables, net
Collateralized receivables, net (see Note 5)
Goodwill
Other intangible assets, net (see Note 8 at VIEs)
Other assets, net (see Note 8 at VIEs)
Total Assets
Liabilities
Mortgage loans payable (see Note 9; Note 8 at VIEs)
Secured borrowings on collateralized receivables (see Note 9)
Unsecured debt (see Note 9; Note 8 at VIEs)
Distributions payable
Advanced reservation deposits and rent (see Note 8 at VIEs)
Accrued expenses and accounts payable (see Note 8 at VIEs)
Other liabilities (see Note 8 at VIEs)
Total Liabilities
Commitments and contingencies (see Note 17)
Temporary equity (see Note 10; Note 8 at VIEs)
Shareholders' Equity
Common stock, $0.01 par value. Authorized: 360.0 shares; Issued and outstanding: 124.4 at December 31,
2023 and 124.0 at December 31, 2022
Additional paid-in capital
Accumulated other comprehensive income / (loss)
Distributions in excess of accumulated earnings
Total SUI shareholders' equity
Noncontrolling interests
Common and preferred OP units
Total noncontrolling interests
Total Shareholders' Equity
As of
December 31, 2023
December 31, 2022
$
4,278.2 $
11,682.2
744.4
1,011.7
17,716.5
(3,272.9)
14,443.6
42.7
—
205.6
421.6
56.2
733.0
369.5
668.5
4,322.3
10,903.4
645.2
839.0
16,709.9
(2,738.9)
13,971.0
90.4
127.3
202.7
617.3
—
1,018.4
402.0
655.1
16,940.7 $
17,084.2
$
$
3,478.9 $
55.8
4,242.6
118.2
344.5
313.7
953.1
9,506.8
260.9
1.2
9,466.9
12.2
(2,397.5)
7,082.8
90.2
90.2
7,173.0
3,217.8
—
3,979.4
111.3
352.1
396.3
935.9
8,992.8
202.9
1.2
9,549.7
(9.9)
(1,731.2)
7,809.8
78.7
78.7
7,888.5
17,084.2
Total Liabilities, Temporary Equity and Shareholders' Equity
$
16,940.7 $
See accompanying Notes to Consolidated Financial Statements.
F - 7
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except for per share amounts)
Revenues
Real property
Home sales
Service, retail, dining and entertainment
Interest
Brokerage commissions and other, net
Total Revenues
Expenses
Property operating and maintenance
Real estate tax
Home costs and selling
Service, retail, dining and entertainment
General and administrative
Catastrophic event-related charges, net
Business combinations
Depreciation and amortization
Asset impairments
Goodwill impairment (see Note 6 )
Loss on extinguishment of debt (see Note 9)
Interest
Interest on mandatorily redeemable preferred OP units / equity
Total Expenses
Income Before Other Items
Gain / (loss) on remeasurement of marketable securities (see Note 16)
Gain / (loss) on foreign currency exchanges
Gain on dispositions of properties
Other expense, net
Gain / (loss) on remeasurement of notes receivable (see Note 4 and Note 16)
Income from nonconsolidated affiliates (see Note 7)
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 7)
Current tax expense (see Note 13)
Deferred tax benefit / (expense) (see Note 13)
Net Income / (Loss)
Less: Preferred return to preferred OP units / equity interests
Less: Income / (loss) attributable to noncontrolling interests
December 31,
2023
Year Ended
December 31,
2022
December 31,
2021
$
2,059.8 $
1,902.2 $
1,598.2
419.9
638.9
45.4
60.6
465.8
531.6
35.2
34.9
280.2
351.8
12.2
30.2
3,224.6
2,969.7
2,272.6
690.5
117.4
295.4
585.0
270.2
3.8
3.0
660.0
10.1
369.9
—
325.8
3.3
3,334.4
(109.8)
(16.0)
(0.3)
11.0
(7.5)
(106.7)
16.0
(4.2)
(14.5)
22.9
(209.1)
12.3
(8.1)
624.6
110.6
311.2
472.7
256.8
17.5
24.7
601.8
3.0
—
4.4
229.8
4.2
2,661.3
308.4
(53.4)
5.4
12.2
(2.1)
(0.8)
2.9
(2.7)
(10.3)
4.2
263.8
11.0
10.8
500.8
94.8
205.8
307.9
181.3
2.2
1.4
522.7
—
—
8.1
158.6
4.2
1,987.8
284.8
33.5
(3.7)
108.1
(12.1)
0.7
4.0
(0.2)
(1.2)
(0.1)
413.8
12.1
21.5
380.2
112.6
115.1
3.36
3.36
Net Income / (Loss) Attributable to SUI Common Shareholders
$
(213.3) $
242.0 $
Weighted average common shares outstanding - basic
Weighted average common shares outstanding - diluted
123.4
123.8
120.2
122.9
Basic earnings / (loss) per share (see Note 14)
Diluted earnings / (loss) per share (see Note 14)
$
$
(1.71) $
(1.72) $
2.00 $
2.00 $
See accompanying Notes to Consolidated Financial Statements.
F - 8
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)
(In millions)
Net Income / (Loss)
Foreign Currency Translation
Foreign currency translation gain / (loss) arising during period
Adjustment for accumulated foreign currency translation loss reclassified into earnings
Net foreign currency translation gain / (loss)
Cash Flow Hedges:
Change in unrealized gain / (loss) on interest rate derivatives
Less: Interest rate derivative gain reclassified to earnings
Net unrealized gain / (loss) on interest rate derivatives
Total Comprehensive Income / (Loss)
Less: Comprehensive (income) / loss attributable to noncontrolling interests
Comprehensive Income / (Loss) attributable to SUI
$
December 31,
2023
Year Ended
December 31,
2022
December 31,
2021
$
(209.1) $
263.8 $
413.8
29.8
11.9
41.7
(4.9)
(14.9)
(19.8)
(187.2)
8.3
(178.9) $
(76.9)
—
(76.9)
64.3
(1.3)
63.0
249.9
(9.9)
240.0 $
(0.5)
—
(0.5)
0.4
—
0.4
413.7
(21.5)
392.2
See accompanying Notes to Consolidated Financial Statements.
F - 9
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In millions)
Temporary
Equity
Common
Stock
(Shares)
Common
Stock
($Value)
Additional
Paid-in
Capital
Distributions in
Excess of
Accumulated
Earnings
Accumulated Other
Comprehensive
Income / (Loss)
Noncontrolling
Interests
Total
Shareholders'
Equity
Total Equity
Shareholders' Equity
Balance at December 31, 2020
Issuance of common stock and common OP units, net
Common stock withheld to satisfy income tax obligations related to vesting of
restricted stock awards
Conversion of OP units
Issuance of third party equity interests in consolidated entities
Other redeemable noncontrolling interests
Share-based compensation - amortization and forfeitures
Issuance of Series J preferred OP units
Other comprehensive loss
Net income
Distributions
OP Units accretion
Balance at December 31, 2021
Issuance of common stock and common OP units, net
Common stock withheld to satisfy income tax obligations related to vesting of
restricted stock awards
Conversion of OP units
Issuance of third party equity interests in consolidated entities
Other redeemable noncontrolling interests
Acquisition of third party equity interest in consolidated entities
Share-based compensation - amortization and forfeitures
Other comprehensive loss
Net income
Distributions
OP Units accretion
Balance at December 31, 2022
Issuance of common stock and common OP units, net
Common stock withheld to satisfy income tax obligations related to vesting of
restricted stock awards
Conversion of OP units
Issuance of third party equity interests in consolidated entities
Other redeemable noncontrolling interests
Acquisition of third party equity interest in consolidated entities
Sale of consolidated affiliates
Share-based compensation - amortization and forfeitures
Issuance of Series K preferred OP units
Issuance of Series L preferred OP units
Other comprehensive income / (loss)
Net loss
Distributions
OP Units accretion
Balance at December 31, 2023
$
$
$
$
264.4
—
—
—
2.7
0.2
—
24.0
—
5.5
(8.0)
0.1
288.9
—
—
(92.6)
10.3
0.1
—
—
—
2.4
(7.0)
0.8
202.9
—
—
(3.2)
1.9
0.2
(28.2)
(5.0)
—
100.6
—
—
(2.2)
(8.6)
2.5
260.9
107.6
8.4
$
(0.1)
0.1
—
—
—
—
—
—
—
—
116.0
7.2
(0.1)
0.9
—
—
—
—
—
—
—
—
124.0
0.4
(0.1)
0.1
—
—
—
—
—
—
—
—
—
—
—
124.4
$
$
$
1.1 $
0.1
—
—
—
—
—
—
—
—
—
—
1.2 $
—
—
—
—
—
—
—
—
—
—
—
1.2 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1.2 $
7,087.6 $
1,075.6
(18.2)
2.9
—
—
27.7
—
—
—
—
—
8,175.6 $
1,243.6
(19.3)
100.8
—
—
11.7
37.3
—
—
—
—
9,549.7 $
(0.6)
(12.8)
13.3
—
—
(125.3)
—
42.6
—
—
—
—
—
—
9,466.9 $
(1,566.6) $
—
—
—
—
(0.2)
0.3
—
—
392.3
(381.7)
(0.1)
(1,556.0) $
—
—
—
—
(0.1)
—
0.3
—
252.9
(427.5)
(0.8)
(1,731.2) $
—
—
—
—
(0.2)
—
—
0.3
—
—
—
(201.0)
(462.9)
(2.5)
(2,397.5) $
3.2 $
—
—
—
—
—
—
—
(0.1)
—
—
—
3.1 $
—
—
—
—
—
—
—
(13.0)
—
—
—
(9.9) $
—
—
—
—
—
—
—
—
—
—
22.1
—
—
—
12.2 $
102.0 $
3.6
—
(2.9)
0.5
—
—
—
—
16.0
(12.5)
—
106.7 $
5.5
—
(7.5)
—
—
(21.1)
—
(0.9)
8.5
(12.5)
—
78.7 $
28.9
—
(0.5)
—
—
—
—
—
—
2.0
(0.2)
(5.9)
(12.8)
—
90.2 $
5,627.3
1,079.3
$
(18.2)
—
0.5
(0.2)
28.0
—
(0.1)
408.3
(394.2)
(0.1)
6,730.6
1,249.1
(19.3)
93.3
—
(0.1)
(9.4)
37.6
(13.9)
261.4
(440.0)
(0.8)
7,888.5
28.3
(12.8)
12.8
—
(0.2)
(125.3)
—
42.9
—
2.0
21.9
(206.9)
(475.7)
(2.5)
7,173.0
$
$
$
5,891.7
1,079.3
(18.2)
—
3.2
—
28.0
24.0
(0.1)
413.8
(402.2)
—
7,019.5
1,249.1
(19.3)
0.7
10.3
—
(9.4)
37.6
(13.9)
263.8
(447.0)
—
8,091.4
28.3
(12.8)
9.6
1.9
—
(153.5)
(5.0)
42.9
100.6
2.0
21.9
(209.1)
(484.3)
—
7,433.9
See accompanying Notes to Consolidated Financial Statements.
F - 10
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
December 31, 2023
Year Ended
December 31, 2022
December 31, 2021
$
(209.1) $
263.8
$
Operating Activities
Net income / (loss)
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on disposition of assets
Gain on disposition of properties
(Gain) / loss on foreign currency exchanges
(Gain) / loss on remeasurement of marketable securities (see Note 16)
Contingent gain
Loss on remeasurement of contingent liabilities
Asset impairment charges
Catastrophic event-related impairment
Goodwill impairment charge (See Note 6)
Share-based compensation
Depreciation and amortization
Deferred tax (benefit) / expense (see Note 13)
Other amortization and accretion
Loss on extinguishment of debt (see Note 9)
(Gain) / loss on remeasurement of notes receivable (see Note 4)
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 7)
Income from nonconsolidated affiliates (see Note 7)
Distributions of income from nonconsolidated affiliates
Cash flow hedge gains reclassified to earnings
Proceeds from derivative settlements, net
Early lease termination
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, net of cash acquired
Proceeds from deposit on acquisition
Proceeds from insurance
Proceeds from disposition of assets and depreciated homes, net
Proceeds related to disposition of properties
Issuance of notes and other receivables
Repayments of notes and other receivables
Investments in marketable securities
Proceeds from sale of marketable securities
Investments in nonconsolidated affiliates
Distributions of capital from nonconsolidated affiliates
Net Cash Used For Investing Activities
Financing Activities
Issuance and costs of common stock, OP units and preferred OP units, net
Common stock withheld to satisfy income tax obligations related to vesting of restricted stock
awards
Borrowings on lines of credit
Payments on lines of credit
Proceeds from secured borrowing
Proceeds from issuance of other debt
Contributions from noncontrolling interest
Payments on other debt
Payments on financial liability
Fees paid in connection with extinguishment of debt
Distributions
Payments for deferred financing costs, net of prepaid return
Payment of contingent liability
Distributions for redemption of noncontrolling interests
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 - 11
(9.1)
(11.0)
0.3
16.0
—
—
10.1
(0.7)
369.9
42.9
642.0
(22.9)
(0.8)
—
106.7
4.2
(16.0)
3.2
(4.4)
13.4
0.2
(7.9)
(110.3)
(26.2)
790.5
(1,003.0)
(53.3)
1.6
10.8
62.3
9.9
(38.4)
9.1
—
103.6
(39.5)
17.4
(919.5)
(0.6)
(12.8)
1,635.0
(1,775.6)
53.4
835.7
1.9
(174.3)
—
—
(476.4)
(6.0)
—
—
80.3
1.0
(47.7)
90.4
42.7
$
(27.3)
(12.2)
(5.4)
53.4
(3.4)
—
3.0
11.2
—
37.6
576.1
(4.2)
—
4.4
0.8
2.7
(2.9)
5.9
(2.6)
35.3
4.9
5.2
(274.0)
62.6
734.9
(921.0)
(2,213.5)
2.7
—
100.0
43.5
(53.0)
12.5
—
—
(51.1)
17.3
(3,062.6)
1,209.6
(19.3)
3,704.7
(2,504.0)
—
827.9
10.3
(400.8)
(6.0)
(4.8)
(434.2)
(27.2)
—
(7.6)
2,348.6
(8.7)
12.2
78.2
90.4
$
413.8
(49.3)
(108.1)
3.7
(33.5)
—
11.0
—
—
—
28.0
511.7
0.1
(2.9)
8.1
(0.7)
0.2
(4.0)
6.2
—
—
—
(1.2)
(76.0)
46.5
753.6
(672.6)
(1,648.7)
—
—
113.8
162.1
(242.6)
5.3
(35.5)
—
(36.9)
16.9
(2,338.2)
1,075.7
(18.2)
3,762.1
(3,960.9)
—
1,202.5
2.5
(76.8)
—
(0.2)
(390.8)
(15.7)
(9.8)
—
1,570.4
(0.2)
(14.4)
92.6
78.2
December 31, 2023
Year Ended
December 31, 2022
December 31, 2021
Supplemental Information
Cash paid for interest (net of capitalized interest of $12.9, $7.0 and $4.5, respectively)
Cash paid for interest on mandatorily redeemable debt
Cash paid for income taxes
Noncash investing and financing activities
Change in distributions declared and outstanding
Conversion of common and preferred OP units
Common OP units issued for acquisition of noncontrolling interests
ROU asset obtained from new operating lease liabilities
Release of note receivable and accrued interest in relation to acquisition of real estate
collateral
Issuance of notes and other receivables in relation to disposition of properties
Properties transferred in exchange for noncontrolling interests
Equity interest and note receivable transferred in exchange for noncontrolling interests
Settlement of preferred equity interests in connection with exchange for noncontrolling
interests
Noncash investing and financing activities at the date of acquisition
Acquisitions - Common stock and OP units issued
Acquisitions - Series J preferred interest
Acquisitions - Series K preferred interest
Acquisitions - Holdback
Acquisitions - Deferred liability
Acquisitions - Finance lease liabilities
Acquisitions - Financial liabilities
Acquisitions - Deferred tax liabilities
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
326.7
3.3
20.5
7.9
13.3
2.0
5.2
263.8
111.2
159.2
27.5
39.1
4.4
—
100.6
—
—
—
—
—
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
218.3
4.2
5.8
12.8
100.8
—
19.2
—
—
—
—
—
37.7
—
—
—
—
13.3
359.8
313.8
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
147.0
4.2
1.3
11.2
2.9
—
—
—
—
—
—
—
3.6
24.0
—
9.4
4.3
—
—
—
See accompanying Notes to Consolidated Financial Statements.
F - 12
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"), Safe Harbor Marinas, LLC, a Delaware limited liability company ("Safe Harbor") and Sun UK
Holding LLC (together with its subsidiaries, "Park Holidays") are referred to herein as the "Company," "SUI," "us," "we," or "our."
We are a fully integrated, self-administered and self-managed REIT. As of December 31, 2023, we owned and operated or held an
interest in a portfolio of 667 MH and RV communities and marinas (collectively, the "properties") located in the U.S., the UK, and
Canada, including 353 MH communities, 179 RV communities, and 135 marinas. As of December 31, 2023, the properties contained
an aggregate of 227,340 developed sites comprised of 118,430 developed MH sites, 32,390 annual RV sites (inclusive of both annual
and seasonal usage rights), 28,490 transient RV sites, and 48,030 marina 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 intercompany transactions have been eliminated in consolidation. Any
subsidiaries in which we have an ownership percentage equal to or greater than 50%, but less than 100%, or are considered to be a
consolidated VIE, represent subsidiaries with a non-controlling interest. The noncontrolling interests in our subsidiaries are allocated
their proportionate share of the subsidiaries' financial results. Certain reclassifications have been made to prior period financial
statements in order to conform to current period presentation. There was no impact to prior period net income for any of the
reclassifications.
Use of Estimates
The preparation of financial statements in conformity with 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
FASB Accounting Standards Codification ("ASC") Topic 280, "Segment Reporting," establishes standards for the way that business
enterprises report information about operating segments in their financial statements. In accordance with ASC 280, management has
determined that we have three operating segments: (i) Manufactured home ("MH") communities, (ii) Recreational vehicle ("RV")
communities and (iii) Marinas.
The MH segment owns, operates, develops or has an interest in, a portfolio of MH communities in the U.S. and the UK, and is in the
business of acquiring, operating and developing ground-up MH communities to provide affordable housing solutions to residents. The
MH segment in the U.S. also provides manufactured home sales and leasing services to tenants and prospective tenants of our
communities. The MH segment in the UK provides holiday home sales and associated site license activities to holiday homeowners in
our communities.
The RV segment owns, operates, develops or has an interest in, a portfolio of RV communities and is in the business of acquiring,
operating and developing ground-up RV communities in the U.S. and Canada. It also provides leasing services for vacation rentals
within the RV communities.
The Marina segment owns, operates and develops marinas, and is in the business of acquiring and operating marinas in the U.S., with
the majority of such marinas concentrated in coastal regions, and others located in various inland regions.
We evaluate segment operating performance based on NOI. Refer to Note 12, "Segment Reporting," for additional information.
F - 13
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 review the carrying value of long-lived assets to be held for use for impairment quarterly or
whenever events or changes in circumstances indicate a possible impairment. 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. 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.
We estimate the fair value of our long-lived assets based on undiscounted 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 capitalization rates.
Management uses its best judgment when developing these estimates and assumptions.
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. There were no real estate assets held for sale as of December 31, 2023 and 2022,
respectively.
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. The majority 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 acquisition related
transaction costs as incurred. Transaction costs are presented as Business combinations 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 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 - 14
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 incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of
the related software (typically one to eight years).
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 term of the
underlying loan agreement using the effective interest method for senior unsecured notes and the straight-line method (which
approximates the effective interest method) for other financing. 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 line of credit or refinancing of mortgage debt, unamortized deferred financing costs and any related discounts or
premiums are accounted for in accordance with ASC 470-50-40, "Modifications and Extinguishments." Deferred financing costs,
discounts and premiums as included in our Consolidated Balance Sheets are as follows (in millions):
Financial Statement
Classification
Year Ended
December 31, 2023 December 31, 2022
Mortgage loans payable
$
— $
Description
Secured debt - premium
Secured debt - deferred financing costs
Secured borrowings on collateralized receivables - fair value adjustment
Senior unsecured notes - discount
Senior unsecured notes - deferred financing costs
Lines of credit - deferred financing costs
Mortgage loans payable
Secured borrowings on
collateralized receivables
Unsecured debt
Unsecured debt
Unsecured debt
Total deferred financing costs, discounts, premiums and fair value
adjustments included in Debt
Lines of credit - deferred financing costs
Other assets, net
Total deferred financing costs, discounts, premiums and fair value
adjustments
$
$
Cash and Cash Equivalents
(16.9)
1.9
(6.5)
(16.0)
(1.6)
(39.1) $
9.1
(48.2) $
0.1
(14.6)
—
(6.1)
(14.3)
(3.0)
(37.9)
13.1
(51.0)
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, 2023 and 2022, $29.2 million and $72.8 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 $45.6 million and $86.8 million as of
December 31, 2023 and 2022, respectively. The maximum amount of credit risk arising from Park Holidays' cash deposits in excess of
insured amounts through the Financial Services Compensation Scheme ("FSCS") was approximately £1.8 million ($2.3 million) and
£7.7 million ($9.3 million) as of December 31, 2023 and 2022, respectively.
Restricted Cash
Restricted cash consists primarily of utility deposits and amounts held in deposit for tax, insurance and repair escrows held by lenders
in accordance with certain debt agreements. At December 31, 2023 and 2022, $13.5 million and $17.6 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.
F - 15
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Marketable Securities
Marketable securities are accounted for under ASC 321, "Investments - Equity Securities," and recorded at fair value with changes in
fair value recorded in Gain / (loss) on remeasurement of marketable securities on the Consolidated Statement of Operations. In
December, 2023, we sold our marketable securities. The marketable securities as of December 31, 2023 and 2022 were zero and
$127.3 million, respectively, and are disclosed on the Consolidated Balance Sheets. Refer to Note 16, "Fair Value of Financial
Instruments," for additional details related to the disposition of our marketable securities during the three months ended December 31,
2023.
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 Sheets. 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. Inventory at our marinas consists primarily of boats for sale at certain
marinas, 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 First In, First Out ("FIFO") 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. The other inventory
balance is included in Other assets, net on our Consolidated Balance Sheet.
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 significant 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%) and (b) our investment is passive. Our exposure to losses associated with
nonconsolidated affiliates is primarily limited to the carrying value of these investments. Accordingly, distributions from a
nonconsolidated affiliate in excess of our carrying value are recognized in earnings. We review the carrying value of our investments
in nonconsolidated affiliates for other than temporary impairment whenever events or changes in circumstances indicate a possible
impairment. Financial condition, operational performance and other economic trends are among the factors we consider when we
evaluate the existence of impairment indicators. Refer to Note 7, "Investments in Nonconsolidated Affiliates," for additional
information.
Notes and Other Receivables
Notes receivable - includes installment loans for manufactured homes purchased from us, transferred loans that have not met the
requirements for sale accounting which are presented herein as collateralized receivables, and notes receivable from real estate
developers and operators. The notes are collateralized by the underlying manufactured home sold.
Collateralized receivables - represent transferred loans that have not met the requirements for sale accounting under ASC 860,
"Transfers and Servicing."
Installment notes receivable on manufactured homes - represent notes receivable for the purchase of manufactured homes primarily
located in our communities, which are secured by the underlying manufactured home sold. Interest income is accrued based on the
unpaid principal balance of the loans. Past due status of our notes receivable is determined based on 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.
Notes receivable from real estate developers and operators - represent short-term construction loans provided to real estate developers
and loans provided to a real estate operator to finance acquisition and development costs.
F - 16
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We elected to fair value our installment notes receivable on manufactured homes, collateralized receivables and notes receivable from
real estate developers and operators in accordance with ASU 2016-13, "Financial Instruments—Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments" ("CECL"). Installment notes receivable on manufactured homes and notes
receivable from real estate developers and operators are measured at fair value pursuant to FASB ASC 820, "Fair Value
Measurements and Disclosures." The fair value is evaluated quarterly, and any fair value adjustments are recorded in Gain / (loss) on
remeasurement of notes receivable on the Consolidated Statement of Operations. Refer to Note 16, "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 sale proceeds receivable from home sales near year end, amounts due from marina
customers for storage, service and lease payments, amounts due from MH and annual RV residents for rent and related charges (utility
charges, fees and other pass-through charges), insurance receivables and various other miscellaneous receivables. These receivables do
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
outstanding longer than the contractual payment terms are considered past due.
Accounts receivable from marina customers are stated at amounts due net of an allowance for doubtful accounts. Receivables related
to our marina rents are reserved when we believe that collection is less than probable, which is generally 50% for certain receivable
balances over 180 days, and 60% after the balance reaches 60 days past due for all other receivables.
Accounts receivable from residents are typically due within 30 days and stated at amounts due from residents net of an allowance for
doubtful accounts. 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 MH 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. In the UK, annual rents are noticed in full during the fourth
quarter and due by January 31st of the following year. Payment can be made upfront or in monthly installments. Accounts receivables
are reviewed regularly for collectability, with related reserves set annually for outstanding receivables.
Refer to Note 4, "Notes and Other Receivables," for additional detail on receivables.
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. The goodwill is attributable to the intellectual capital and going concern value of the acquired businesses.
Goodwill is not amortized.
Goodwill is tested for impairment at the reporting unit 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. Events or circumstances
that may result in an impairment review include changes in macroeconomic conditions, industry and market considerations, cost
factors, overall financial performance, other relevant entity-specific events, specific events affecting the reporting unit or a sustained
decrease in share prices. Estimating the fair value of individual reporting units requires us to make assumptions and estimates
regarding industry, economic, and regulatory conditions in each respective geographic region in which we conduct operations.
F - 17
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In performing goodwill impairment testing, we utilize a third-party valuation specialist to assist management in determining the fair
value of our reporting units. The fair value of each reporting unit is estimated based on a combination of discounted cash flows
(income approach) and the use of pricing multiples derived from an analysis of comparable public companies multiplied against
historical and / or anticipated financial metrics (market approach) for each reporting unit. These calculations contain uncertainties as
they require management to make assumptions including, but not limited to, market comparables, future cash flows of the reporting
units, and appropriate weighted average cost of capital and long-term growth rates. A decline in the actual cash flows of our reporting
units in future periods, as compared to the projected cash flows used in our valuations, could result in the carrying value of the
reporting units exceeding their respective fair values. Further, a change in market comparables, discount rate or long-term growth
rates, as a result of a change in economic conditions or otherwise, could result in the carrying values of the reporting units exceeding
their respective fair values.
During the year ended December 31, 2023, we performed goodwill impairment assessments. For the UK reporting unit, we recorded
aggregate impairment charges of $369.9 million to write down the carrying value to its respective fair value. As of December 31, 2023
and 2022, we had $733.0 million and $1.0 billion of goodwill from acquisitions accounted for as business combinations, respectively.
Goodwill is deductible for income tax purposes. As such, the goodwill portion allocated to our U.S. taxable REIT subsidiaries will
reduce their taxable income. However, the resulting tax benefits will be offset by a valuation allowance. 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. Goodwill allocated to the UK taxable REIT subsidiaries is not deductible for UK tax
purposes resulting in no tax benefit in the UK. However, it will reduce their U.S. dividends to the REIT in the future.
The carrying amount of goodwill is separately disclosed on our Consolidated Balance Sheets. Refer to Note 6, "Goodwill and Other
Intangible Assets," for additional information on goodwill.
Other Intangible Assets
Other intangible assets primarily comprise in-place leases (including slip in-place leases), non-competition agreements, trademarks
and trade names, customer relationships and franchise agreements. Other intangible assets are reviewed for impairment on an annual
basis or more frequently if indicators of impairment are identified.
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.
Trademarks and trade names - we account for trademarks and trade names pursuant to ASC 350, "Intangibles-Goodwill and Other."
Some trademarks and trade names have an indefinite useful life and some have a three to 15 year 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, 2023 and 2022, the carrying amounts of
trademarks and trade names related to acquisitions accounted for as business combinations were $214.0 million and $216.6 million,
respectively.
We account for implementation costs in a hosting arrangement in accordance with 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 (a consensus of the FASB Emerging Issues Task Force)," which aligns 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.
The carrying amounts of the other identified intangible assets are included in Other intangible assets, net on our Consolidated Balance
Sheets. Refer to Note 6, "Goodwill and Other Intangible Assets," for additional information on other intangible assets.
F - 18
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Taxes
We are subject to certain state taxes that are considered to be income taxes and have certain subsidiaries that are taxed as regular
corporations for U.S. (i.e., federal, state, local, etc.) and non-U.S. income tax purposes. Deferred tax assets or liabilities are recognized
for temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements and net
operating loss carryforwards in certain subsidiaries, including those domiciled in foreign jurisdictions, which may be realized in future
periods if the respective subsidiary generates sufficient taxable income. Deferred tax assets and liabilities are measured using currently
enacted tax rates. A valuation allowance is established if, based on the available evidence, it is considered more likely than not that
some portion or all of the deferred tax assets will not be realized. Refer to Note 13, "Income Taxes," for additional information.
Temporary Equity
Temporary equity includes preferred securities that are redeemable for cash at the holder's option or upon the occurrence of an event
that is not solely within our control based on a fixed or determinable price. These securities are not mandatorily redeemable for cash
nor do they contain a fixed maturity date. Temporary equity is classified between Liabilities and Shareholders' Equity on the
Consolidated Balance Sheets.
Share-Based Compensation
We account for awards of restricted stock in accordance with ASC 718-10, "Compensation-Stock Compensation." ASC 718-10
requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting
period). The fair value of restricted stock awards with service vesting is equal to the fair value of our stock on the grant date. 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. We also recognize related estimated award forfeitures ratably over each tranche of shares. We estimate
forfeitures at the time of grant based on the historical turnover rate of employees and non-employees that are recipients of an award.
We update our assumptions annually for the subsequent year awards. Refer to Note 11, "Share-Based Compensation," for additional
information.
Fair Value of Financial Instruments
Our financial instruments consist primarily of cash, cash equivalents and restricted cash, marketable securities, notes and other
receivables, derivative assets, debt, warrants and other liabilities. We utilize fair value measurements to record fair value adjustments
to certain assets and liabilities and to determine fair value disclosures, pursuant to ASC 820, "Fair Value Measurements and
Disclosures."
ASC 820, "Fair Value Measurements and Disclosures," requires disclosure regarding determination of fair value for assets and
liabilities and establishes a hierarchy under which these assets and liabilities must be grouped, based on significant levels of
observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable
inputs reflect our market assumptions. 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
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers
are unobservable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use.
Refer to Note 16, "Fair Value of Financial Instruments," for additional information on methods and assumptions used to estimate the
fair value of each financial instrument class.
F - 19
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition
As a real estate owner and operator, the majority of our revenue is derived from site and home leases, and wet slip and dry storage
space leases that are accounted for pursuant to ASC 842, "Leases." We account for 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 ASC. 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. Due to the nature and timing of our identified revenue streams, there were no material outstanding
performance obligations as of December 31, 2023. Refer to Note 2, "Revenue," for additional information.
Income from real property at our MH and RV properties includes 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 or RV, rental home revenue, and short-term vacation
home and site rentals. Revenues from residents and guests includes revenues from site leases to annual MH residents and annual RV
guests, and site rentals to transient RV guests. 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. Revenues from site
and home leases fall under the scope of ASC 842, and are accounted for as operating leases with straight-line recognition. 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 component per ASC 842. In accordance with the practical expedient criteria to combine lease and non-lease components,
we noted that the timing and pattern of transfer for the lease and non-lease components are the same, and the leases qualify as
operating leases. Accordingly, we present rental revenues and utility recoveries as a single lease component within Income from real
property in the Consolidated Statement of Operations. Rental home revenues which comprise rental agreements whereby we lease
homes to residents in our communities, and short-term vacation home and site rentals are accounted for under ASC 842. Additionally,
we include collections of real estate taxes from residents and guests within Income from real property. When payment of revenue is
received in advance of being earned, those amounts are classified as deferred revenues.
Income from real property at our marinas includes rental income which consists primarily of storage revenues, derived from leasing
out wet slips and storage spaces. The majority of our slip and storage space leases have annual terms that are generally billed
seasonally and are renewable by mutual agreement between the parties. Slip and storage space leases are paid annually, seasonally,
quarterly, monthly or transient by night. In accordance with ASC 842, slip and storage space lease revenues are typically earned on a
monthly basis over the course of the term of the lease and are accounted for as operating leases with straight-line recognition. Storage
income is earned when services have been rendered. When payment is received in advance of being earned, those amounts are
classified as deferred revenues. There are commercial buildings and / or space within commercial buildings that we lease out in annual
or multi-year arrangements. In accordance with ASC 842, commercial lease revenue is typically earned on a monthly basis. We
recognize lease revenue on a straight-line basis when rental agreements contain material escalation clauses. As a lessor, we have a
significant amount of variable lease payments that we receive, usually from revenue derived from percentage-based leases. The
revenue from these leases is accounted for on an as earned basis. We also have a number of short-term leases that are accounted for on
an as earned basis. All our revenues are recognized net of taxes collected from customers and submitted to taxing authorities. Real
estate taxes are recorded as a liability when collected and released when payments are remitted to tax authorities.
Revenue from home sales - SHS, our U.S. taxable REIT subsidiary, and Park Holidays, sell manufactured homes to current and
prospective residents in our communities. We recognize revenue from 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, 2023 and 2022, we had $28.2 million and $28.9 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.
F - 20
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Service, retail, dining and entertainment revenue - is primarily composed of proceeds from restaurant, golf, merchandise, retail, fuel,
service and other activities at our RV communities, marinas, and MH communities in the U.K, and is accounted for in accordance with
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, Marina rental income, which includes boat rentals is earned when the customer
takes control of the good or service and is included in Service, retail, dining and entertainment revenue. 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 and operators. 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 - comprise brokerage commissions for sales of manufactured homes at our MH and RV
communities and brokerage commissions at our marinas, 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 accounted
for in accordance with ASC 606 and are recognized on a net basis at closing, when the transaction is completed and our performance
obligations have been fulfilled. Other revenues primarily include prepaid rent adjustments, proceeds from business interruption
insurance, dividend income and management fees earned from managing third-party-owned holiday parks and third-party-owned
marinas.
Advertising Costs
Advertising costs are expensed as incurred. As of December 31, 2023, 2022 and 2021, we had advertising costs of $33.8 million,
$30.9 million and $14.5 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 two
months to 53 years depending upon the asset classification.
Asset Class
Land improvements and buildings
Rental homes
Furniture, fixtures and equipment
Computer hardware and software
Dock improvements
Site improvements
Leasehold improvements
Goodwill
In-place leases (including slip in-place leases)
Non-competition agreements
Trademarks and trade names
Customer relationships
Franchise agreements and other intangible assets
Useful Life
1 year
- 53 years
10 years
1 year
- 40 years
1 year
- 8 years
1 year
- 52 years
1 year
- 40 years
Lesser of lease term or useful life of assets
Indefinite
2 months - 13 years
5 years
Various(1)
4 years - 17 years
1 year
- 27 years
(1) Trademarks and trade names have an indefinite life or a three to 15 year useful life as of the acquisition date.
Foreign Currency
The assets and liabilities of our operations in the UK, Australia and Canada, where the functional currency is the Pound sterling,
Australian dollar and Canadian dollar, respectively, 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 within Gain / (loss) on foreign
currency exchanges on the Consolidated Statements of Operations.
F - 21
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended, December 31, 2023, 2022 and 2021, we recorded a foreign currency exchange loss of $0.3 million, gain of $5.4
million and loss of $3.7 million, respectively, on our Consolidated Statements of Operations.
Derivative Instruments and Hedging Activities
We enter into derivative instruments for risk management purposes to minimize the effect of interest rate changes on future cash
outflows related to outstanding floating rate debt and forecasted issuances of long-term debt. Treasury rate lock contracts, interest rate
swaps and forward swaps are used to accomplish this objective. We do not enter into derivative instruments for speculative purposes.
We recognize derivative instruments at fair value on a recurring basis on the Consolidated Balance Sheets and classify the derivatives
within Level 2 of the fair value hierarchy. We adjust our Consolidated Balance Sheets on a quarterly basis to reflect the current fair
market value of the derivative instruments. Refer to Note 16, "Fair Value of Financial Instruments," for additional information related
to the fair value methodology used for derivative financial instruments.
As of December 31, 2023, all outstanding derivative instruments have been designated as cash flow hedges under ASC Topic 815,
"Derivatives and Hedging." These contracts have maturities of 10 years or less. The risk being hedged is the interest rate risk related to
forecasted debt transactions and outstanding floating rate debt. We assess the effectiveness of the derivative instruments in hedging the
underlying interest rate exposure both at inception and on an ongoing basis. The unrealized gains or losses on the derivative
instruments are recorded in Accumulated other comprehensive income / (loss) and are reclassified into earnings as decrease or
increase to Interest expense on the Consolidated Statements of Operations during the same period in which the hedged transaction
affects earnings. We estimate that $15.5 million will be reclassified as a reduction to Interest expense over the next 12 months for all
of our outstanding cash flow hedges. Cash flow from these derivative instruments is classified in the same category as the cash flow
items being hedged on the Consolidated Statements of Cash Flows. Refer to Note 15, "Derivative Financial Instruments," for
additional information regarding derivative activity.
Accounting for Leases
Lessee Accounting
Pursuant to ASC Topic 842, "Leases," 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, and any adjustments to reflect favorable
or unfavorable terms of the lease when compared with market terms. 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.
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.
F - 22
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Finance leases where we are the lessee are included in Other assets, net and Other liabilities on our Consolidated Balance Sheets. The
lease liabilities are initially measured in the same manner as operating leases and are subsequently measured at amortized cost using
the effective interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease
incentives received, and any adjustments to reflect favorable or unfavorable terms of the lease when compared with market terms. 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. We do not recognize an amortization of finance lease ROU asset on land as land is not amortizable.
ROU assets are periodically assessed and adjusted for impairment. As of December 31, 2023, we have had no impairment losses.
Refer to Note 18, "Leases," for information regarding leasing activities.
Lessor Accounting
Leases to Customers
Our income from real property at our MH and RV properties is derived from rental agreements where we are the lessor. 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 do not meet the definition of an initial direct cost and therefore, are accounted for as General and
administrative expense or Property operating and maintenance 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. Fixed 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 and Brokerage commissions and other revenue, net on the Consolidated Statements of Operations. Variable lease income
consists of rent primarily based on a percentage of revenues at the related properties and is included within Income from real property
and Brokerage commissions and other, net 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.
Our income from customers for wet slips and dry storage space leases 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 of 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.
Leases to Real Estate Operators
We do not have any operating leases with real estate operators at our MH properties. At our RV communities and marinas, our non-
cancellable leases with real estate operators where we are the lessor are classified as operating leases with lease income recognized on
a straight line basis over the terms of the relevant lease agreement and is included within Income from real property and Brokerage
commissions and other, net.
F - 23
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Revenue
Disaggregation of Revenue
The following table disaggregates our revenue by major source and segment (in millions):
December 31, 2023
Year Ended
December 31, 2022
December 31, 2021
MH
RV
Marina
Consolidated
MH
RV
Marina
Consolidated
MH
RV
Marina
Consolidated
Revenues
Real property
Home sales
Service, retail, dining and
entertainment
Interest
Brokerage commissions
and other, net
$
1,064.3 $
563.9 $
431.6 $
2,059.8
$
954.2 $
563.3 $
384.7 $
1,902.2
$
805.4 $
499.5 $
293.3 $
1,598.2
374.6
48.5
39.9
30.6
45.3
89.2
4.9
23.0
—
501.2
0.6
7.0
419.9
638.9
45.4
60.6
428.3
40.3
32.1
19.8
37.5
89.1
2.9
13.7
—
402.2
0.2
1.4
465.8
531.6
35.2
34.9
247.1
7.2
10.0
12.9
33.1
73.8
2.2
16.0
—
270.8
—
1.3
280.2
351.8
12.2
30.2
Total Revenues
$
1,557.9 $
726.3 $
940.4 $
3,224.6
$
1,474.7 $
706.5 $
788.5 $
2,969.7
$
1,082.6 $
624.6 $
565.4 $
2,272.6
Our revenue consists of real property revenue at our MH, RV and Marina properties, revenue from Home sales, Service, retail, dining and entertainment revenue, Interest income,
and Brokerage commissions and other revenue.
The majority of our revenue is derived from site and home leases, and wet slip and dry storage space 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
ASC. For additional information, refer to Note 1, "Significant Accounting Policies."
F - 24
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Real Estate Acquisitions and Dispositions
2023 Acquisitions and Dispositions
For the year ended December 31, 2023, we acquired the following properties:
Property Name(1)
Fox Run
Type
MH: asset acquisition
Savannah Yacht Center
Marina: asset acquisition
Total
(1) Property names are subject to changes subsequent to acquisition.
Sites, Wet Slips and
Dry Storage Spaces Development Sites
State, Province
or Country
Month Acquired
68
24
92
72 MI
— GA
72
January
March
The following table summarizes the amount of assets acquired, net of liabilities assumed, at the acquisition date and the consideration
paid for the acquisitions completed during the year ended December 31, 2023 (in millions):
At Acquisition Date
Consideration
Inventory of
manufactured
homes, boat
parts
and retail
related items
Investment
in property
Goodwill and
other intangible
assets
Other
assets, net
Total
identifiable
assets acquired
net of liabilities
assumed
Temporary
and
permanent
equity(1)
Cash and
escrow
Total
consideration
Asset Acquisitions(2)
Fox Run(3)
Savannah Yacht Center(4)
Total
$
7.2 $
100.2
$
107.4 $
— $
0.1
0.1 $
— $
— $
7.2
$
2.8 $
4.4 $
0.4
4.2
0.4 $
4.2 $
104.9
112.1
4.3
100.6
$
7.1 $
105.0 $
7.2
104.9
112.1
(1) Refer to Note 10, "Equity and Temporary Equity," for additional detail.
(2) Property names are subject to changes subsequent to acquisition.
(3) In conjunction with the acquisition, the Operating Partnership issued 31,289 common OP units valued at $4.4 million.
(4) In conjunction with the acquisition, the Operating Partnership issued one million Series K preferred OP units valued at $100.6 million.
As of December 31, 2023, we had incurred and capitalized $3.1 million of transaction costs, which have been allocated among various
fixed asset categories for purchases that meet the asset acquisition criteria. During the year ended December 31, 2023, we recognized
$3.0 million of business combination expenses in connection with transactions completed during 2022.
2023 Development and Expansion Activities
During the year ended December 31, 2023, we acquired four land parcels located in the U.S. and one land parcel in the UK for an
aggregate purchase price of $35.8 million.
2023 Dispositions
In December 2023, as part of a transaction with our joint venture partners in Sun NG RV Resorts, Sun NG Whitewater RV Resorts
LLC, Sun NG Beaver Brook LLC and four standalone affiliates (collectively, "Sun NG"), we disposed of our majority equity interest
owned in three consolidated joint venture RV properties with 955 developed sites. Refer to Note 8, "Consolidated Variable Interest
Entities," for more information on the Sun NG transaction.
In August 2023, we sold one MH community located in Maine with 155 developed sites at its net carrying value for cash consideration
of $6.8 million. The property was previously classified as held for sale during the three months ended June 30, 2023, with its net
carrying value of $13.1 million written down by $6.3 million within Asset impairments on our Consolidated Statements of Operations,
to a fair value less cost to sell of $6.8 million.
F - 25
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In February 2023, we sold two parcels of land in the UK for total consideration of $111.5 million. The consideration consisted of
$108.8 million in the form of an operator note receivable that was added to an existing facility with a weighted average interest rate of
11.9% per annum, due May 31, 2023 and subsequently extended to July 31, 2023 as part of the operator's total facility. On the date of
sale, the carrying value of the note receivable approximated its fair value due to its short term nature. The dispositions resulted in a
loss on sale totaling $2.2 million during the year ended December 31, 2023, net of the release of foreign currency translation losses
from Accumulated other comprehensive income / (loss) ("AOCI") of $11.9 million. The total loss on sale was recorded in Gain on
dispositions of properties on the Consolidated Statements of Operations. As of December 31, 2023, we have reacquired these two
parcels of land at fair value as part of the settlement of the related note receivable, with no remeasurement gain or loss recognized.
Refer to Note 4, "Notes and Other Receivables," for additional information on the settlement of the notes receivable.
Real Estate Held For Sale - Changes to a Plan of Sale
We periodically classify real estate 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.
In February 2023, the criteria was met to classify Sandy Bay, an operating MH community in the UK, with 730 developed sites, as
held for sale. Previously, this property had been under contract. At December 31, 2023, the sale contract was no longer in effect, and
due to an unexpected change in circumstance related to the counterparty, we reclassified the property as held for use. In accordance
with ASC Topic 360, "Property, Plant, and Equipment," we recorded the property at the lower of the carrying amount before the asset
was held for sale, adjusted for depreciation and amortization expense that would have been recognized had the asset been continually
classified as held for use, and the fair value at the time of the reclassification. During the three months ended December 31, 2023, we
recorded depreciation and amortization expense of $1.3 million in conjunction with the reclassification of the property. The following
assets and liabilities, which were previously classified as held for sale within Other assets and Other liabilities, respectively, were
reclassified as of December 31, 2023: Investment in property, net of $259.0 million, Inventory of manufactured homes of $4.6 million,
Other intangible assets of $1.3 million, and Other liabilities, net of $55.8 million.
F - 26
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Acquisitions and Dispositions
For the year ended December 31, 2022, we acquired the following MH and RV communities and marinas:
Property Name(1)
Type
Sites, Wet Slips and
Dry Storage Spaces
Development
Sites
State, Province
or Country
Month Acquired
Harrison Yacht Yard(2)
Outer Banks
Jarrett Bay Boatworks
Tower Marine
Sandy Bay
Park Holidays(3)(4)
Christies Parks(2)(4)
Bluewater
Bluewater Yacht Sales(2)
Bodmin Holiday Park(4)
Kittery Point
Spanish Trails MHC
Pine Acre Trails
Bel Air Estates & Sunrise Estates(5)
Park Leisure(4)(6)
Montauk Yacht Club
Callaly Leisure(4)(7)
Newhaven(4)
Bayfront Marina
Marina Bay Yacht Harbor
Jellystone Lincoln
Norway Commons
Marina: asset acquisition
Marina: asset acquisition
Marina: business
combination
Marina: asset acquisition
MH: asset acquisition
MH: business
combination
MH: asset acquisition
Marina: asset acquisition
Marina: business
combination
MH: asset acquisition
Marina: asset acquisition
MH: asset acquisition
MH: asset acquisition
MH: asset acquisition
MH: business
combination
Marina: business
combination
MH: asset acquisition
MH: asset acquisition
Marina: asset acquisition
Marina: asset acquisition
RV: asset acquisition
MH: asset acquisition
Total
(1) Property names are subject to changes subsequent to acquisition.
(2) Combined with an existing property.
(3) Includes 40 owned and two managed properties.
(4) Included in the Park Holidays business.
(5) Includes two properties.
(6) Includes 11 properties.
(7) Includes one development property.
21
196
12
446
730
15,906
249
200
—
69
62
195
251
379
2,914
232
380
224
583
800
267
231
— MD
— NC
— NC
— MI
456 UK
608 UK
— UK
— Multiple
— Multiple
— UK
— ME
6 AZ
603 TX
— CA
123 UK
— NY
823 UK
14 UK
— CA
— CA
— DE
22 ME
January
January
February
March
March
April
April
April
April
April
May
June
June
June
June
July
September
October
November
December
December
December
24,347
2,655
F - 27
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 2022 (in millions):
At Acquisition Date
Consideration
Inventory of
manufactured
homes, boat parts
and retail
related items
In-place leases,
goodwill and
other
intangible
assets(1)
Other assets /
(liabilities),
net
Total
identifiable
assets acquired
net of liabilities
assumed
Investment
in property
Temporary
and
permanent
equity(2)
Cash and
escrow
Total
consideration
$
5.8 $
— $
— $
— $
$
5.8 $
— $
Asset Acquisitions(3)
Harrison Yacht Yard(4)
Outer Banks
Tower Marine
Sandy Bay
Christies Parks(4)(5)
Bluewater
Bodmin Holiday Park(5)
Kittery Point
Spanish Trails MHC
Pine Acre Trails
Bel Air Estates &
Sunrise Estates
Callaly Leisure(5)
Newhaven(5)
Bayfront Marina
Marina Bay Yacht
Harbor
Jellystone Lincoln(6)
Norway Commons
Business Combination(3)
Jarrett Bay
Boatworks(7)
Park Holidays(5)(8)
Park Leisure(5)
Montauk Yacht Club
5.2
20.2
247.9
10.1
25.3
13.1
8.0
20.6
29.7
39.3
23.8
6.2
11.3
16.2
17.0
15.1
21.3
1,254.7
259.5
163.6
—
—
9.4
—
1.3
—
0.1
1.8
—
—
0.1
—
—
—
—
0.4
1.4
29.5
—
0.3
—
0.2
2.1
—
0.1
—
—
—
—
0.7
—
—
0.9
0.2
—
0.3
47.5
574.5
76.4
26.3
(0.4)
(2.1)
(68.3)
2.1
1.3
—
(0.1)
—
—
—
(0.3)
—
(0.5)
(0.7)
1.2
—
1.0
(624.9)
(110.1)
0.3
5.8
4.8
18.3
191.1
12.2
28.0
13.1
8.0
22.4
29.7
40.0
23.6
6.2
11.7
15.7
18.2
15.8
4.8
18.3
191.1
12.2
28.0
13.1
7.0
22.4
29.7
40.0
23.6
6.2
11.7
15.7
18.2
15.8
71.2
68.4
1,233.8
1,199.9
225.8
190.5
225.8
190.5
—
—
—
—
—
—
1.0
—
—
—
—
—
—
—
—
—
2.8
33.9
—
—
5.8
4.8
18.3
191.1
12.2
28.0
13.1
8.0
22.4
29.7
40.0
23.6
6.2
11.7
15.7
18.2
15.8
71.2
1,233.8
225.8
190.5
Total
$ 2,213.9 $
44.3 $
729.2 $
(801.5) $
2,185.9
$ 2,148.2 $
37.7 $
2,185.9
(1) Refer to Note 6, "Goodwill and Other Intangible Assets," for additional detail on goodwill and other intangible assets.
(2) Refer to Note 10, "Equity and Temporary Equity," for additional detail.
(3) Property names are subject to changes subsequent to acquisition.
(4) Combined with an existing property.
(5) Included in the Park Holidays business.
(6) In December 2020, we entered into a loan agreement pursuant to which we extended credit to Blue Water to finance the construction of Jellystone Lincoln (the "RV
Park"). In December 2022, we entered into a purchase and sale agreement pursuant to which we purchased the RV Park for cash consideration of $5.0 million, which
was applied toward the existing Blue Water loan balance of $12.9 million, and the remaining loan balance of $7.9 million was forgiven. Upon acquisition of the RV
Park, we agreed to loan Blue Water an amount equal to $3.7 million, accounted as consideration based on the loan forgiveness terms. Additional consideration for
vacation rental units of $0.4 million, resulted in a total purchase price of $17.0 million. In addition, we entered into a lease agreement pursuant to which Blue Water
will pay rent to us and continue to operate the park.
(7) The balance includes the marina acquired in February and the yacht sales business acquired in April of which $0.1 million was recorded in Investment property,
$17.6 million in Goodwill and other intangible assets, and $0.4 million in Other assets / (liabilities), net.
(8) Includes acquired intangible assets subject to amortization of $70.2 million with a weighted average amortization period of 14.6 years, consisting of trademarks and
trade names, customer relationships and other intangible assets.
As of December 31, 2022, we incurred $19.2 million of transaction costs, which were capitalized and allocated among the various
fixed asset categories for purchases that meet the asset acquisition criteria. During the year ended December 31, 2022, we also
incurred $24.7 million of business combination expenses, which were expensed for acquisitions deemed to be business combinations.
F - 28
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total revenues and Net income included in the Consolidated Statements of Operations for the year ended December 31, 2022 related
to business combinations completed in 2022 are set forth in the following table (in millions):
Total revenues
Net income
Year Ended
December 31, 2022
$
$
353.6
13.8
The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2022
and 2021, as if the properties combined through business combinations in 2022 had been acquired on January 1, 2021. 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 acquisition accounting.
The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either
future results of operations or the results of operations that would have actually occurred had the acquisitions been consummated on
January 1, 2021 (in millions, except for per share data):
Total revenues
Net income attributable to SUI common shareholders
Net income per share attributable to SUI common shareholders - basic
Net income per share attributable to SUI common shareholders - diluted
2022 Development and Expansion Activities
Year Ended (unaudited)
December 31, 2022
December 31, 2021
$
$
$
$
3,091.3 $
241.2 $
1.99 $
1.99 $
2,726.4
440.5
3.89
3.88
During the year ended December 31, 2022, we acquired six land parcels located in the U.S. and the UK for an aggregate purchase
price of $26.2 million and two buildings and land parcels related to our marinas located in the U.S. for an aggregate purchase price of
$13.9 million.
2022 Dispositions
During the three months ended September 30, 2022, we sold an RV community containing 514 sites located in California for
$15.0 million. The disposition resulted in a loss on sale of $0.8 million, inclusive of selling costs.
During the three months ended March 31, 2022, we sold two MH communities and one community containing MH and RV sites, each
located in Florida, with a total of 323 sites for $29.5 million. The gain from the sale of the properties was $13.3 million.
Refer to Note 21, "Subsequent Events," for information regarding acquisition and dispositions completed after December 31, 2023.
4. Notes and Other Receivables
The following table sets forth certain information regarding notes and other receivables (in millions):
Installment notes receivable on manufactured homes, net
Notes receivable from real estate developers and operators
Other receivables, net
Total Notes and Other Receivables, net
December 31, 2023
December 31, 2022
$
$
19.6
$
134.5
267.5
421.6
$
65.9
305.2
246.2
617.3
F - 29
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Installment Notes Receivable on Manufactured Homes
Installment notes receivable are measured at fair value, using indicative pricing models from third party valuation specialists, in
accordance with ASC Topic 820, "Fair Value Measurements and Disclosures." During the three months ended December 31, 2023,
we transferred a group of installment notes receivable to an unrelated party. Refer to Note 5, "Collateralized Receivables and Transfers
of Financial Assets," for additional details. The balances of installment notes receivable of $19.6 million (gross installment notes
receivable of $20.4 million less fair value adjustment of $0.8 million) and $65.9 million (gross installment notes receivable of $67.3
million less fair value adjustment of $1.4 million) as of December 31, 2023 and 2022, respectively, are secured by manufactured
homes. The notes represent financing to purchasers of manufactured homes 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 6.9% and 17.2 years
as of December 31, 2023, and 7.6% and 13.8 years as of December 31, 2022. Refer to Note 16, "Fair Value of Financial Instruments,"
for additional details.
Notes Receivable from Real Estate Developers and Operators
Notes receivable from real estate developers and operators are measured at fair value, using indicative pricing models from third party
valuation specialists, in accordance with ASC Topic 820, "Fair Value Measurements and Disclosures." Refer to Note 16, "Fair Value
of Financial Instruments," for additional information.
Note Receivable from a Real Estate Operator
The note receivable from a real estate operator is comprised of a fully drawn loan provided to Royale Holdings Group HoldCo
Limited, a real estate development owner and operator in the UK, and certain other parties, to fund investing and financing activities
(the "Note").
As of December 31, 2022, the Note balance, which includes accrued interest, was $217.6 million. There were no remeasurement
adjustments to the fair value of the Note during the year ended December 31, 2022. At December 31, 2022, the Note had a net
weighted average interest rate of 15.3% and maturity of 0.1 years. The Note was collateralized by a first-priority security interest in
three real estate assets and three MH manufacturers in the UK. The real estate assets consisted of MH development properties that
comprised a significant majority of the total appraised value of all collateral securing the Note.
After the maturity date of July 31, 2023, the Note became past due. On September 29, 2023, we appointed receivers over the real
estate assets. The receivers marketed the real estate assets for sale during the fourth quarter of 2023. Upon completion of the
marketing process, on December 28, 2023, we appointed administrators over the real estate assets and acquired such assets through a
credit bid. During the fourth quarter, we engaged third party valuation specialists to appraise the real estate assets in accordance with
ASC 820. The appraisals were completed using the discounted cash flow method (income approach), with the significant assumptions
being estimated absorption rate, sale price and discount rate. The real estate assets appraised at fair value totaling $263.8 million. The
Note balance was reduced by this amount, with an offsetting adjustment to Investment Property on our Consolidated Balance Sheets as
of December 31, 2023.
As of December 31, 2023, the balance remaining on the Note, which was in nonaccrual status, collateralized by a first-priority security
interest in three MH manufacturers in the UK, was adjusted to fair value totaling $10.8 million (gross notes receivable of $114.3
million, inclusive of accrued interest of $10.4 million, less a fair value adjustment of $103.5 million). The note had a weighted average
interest rate of 12.5% as of December 31, 2023. Refer to Note 21, "Subsequent Events," for information regarding settlement of the
remaining note balance.
Notes Receivable from Real Estate Developers
Other acquisition and construction loans provided to real estate developers total $123.7 million with a net weighted average interest
rate and maturity of 9.2% and 2.6 years as of December 31, 2023, and total $87.6 million with a net weighted average interest rate and
maturity of 7.8% and 2.3 years as of December 31, 2022. As of December 31, 2023, the additional acquisition and construction loans
provided to real estate developers have $39.5 million of undrawn funds. There were no adjustments to the fair value of notes
receivable from real estate developers during the years ended December 31, 2023 and 2022.
F - 30
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Receivables, net
Other receivables, net were comprised of amounts due from the following categories (in millions):
December 31, 2023
December 31, 2022
Insurance receivables
MH and annual RV residents for rent, utility charges, fees and other pass-through charges, net(1)
Marina customers for storage, service and lease payments, net(2)
Home sale proceeds
Other receivables(3)
Total Other Receivables, net
$
$
$
77.8
65.9
46.8
28.2
48.8
267.5
$
78.0
61.5
41.8
28.9
36.0
246.2
(1) Net of allowance of $4.8 million and $5.9 million as of December 31, 2023 and 2022, respectively.
(2) Net of allowance of $2.9 million and $2.2 million as of December 31, 2023 and 2022, respectively.
(3) Includes receivable from Rezplot Systems LLC, a nonconsolidated affiliate, in which we had a zero and 48.9% ownership interest as of December 31, 2023 and 2022,
respectively. In June 2020, we made a convertible secured loan to Rezplot Systems LLC. 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%, matures in June 2024, and is secured by all the assets of Rezplot Systems LLC. In January 2022, we
made an additional loan to Rezplot Systems LLC that allows for a principal amount of up to $5.0 million to be drawn over a period of three years, bears an interest
rate of 3.0% and matures in January 2025. In December 2023, in conjunction with the sale of our equity interest, we settled the outstanding note receivable balance of
$12.2 million as part of a transaction with our joint venture partner in Sun NG. The outstanding balance was $12.7 million as of December 31, 2022. Refer to Note 7,
"Investments in Nonconsolidated Affiliates," for additional information on Rezplot Systems LLC, and Note 8, "Consolidated Variable Interest Entities," for more
information on the transaction with our joint venture partner in Sun NG.
5. Collateralized Receivables and Transfers of Financial Assets
During the three months ended December 31, 2023, we completed a transfer of our installment notes receivable to an unrelated entity
and received net cash proceeds of $53.4 million, along with an agreed upon future cash payment of $1.1 million from the third-party
servicer, in exchange for relinquishing our right, title and interest in the receivables. We used the proceeds to pay down borrowings
outstanding under our Senior Credit Facility. We have no further obligations or rights with respect to the control, management,
administration, servicing or collection of the installment notes receivables. However, we are subject to certain recourse provisions
requiring us to purchase the underlying manufactured homes collateralizing such notes at a price calculated based on the agreed upon
terms, in the event of a note default and subsequent repossession of the home by the unrelated entity. The recourse provisions are
considered to be a form of continuing involvement which precluded establishing legal isolation, and therefore these transferred loans
do not meet the requirements for sale accounting under ASC 860, "Transfers and Servicing."
The transaction has been accounted for in accordance with ASC 860-30, with the transferred assets classified as Collateralized
receivables, net and the cash proceeds received from this transaction classified as Secured borrowings on collateralized receivables
within the Consolidated Balance Sheets. We have elected to apply the fair value option to the collateralized receivables and related
secured borrowings under ASC 820, "Fair Value Measurements and Disclosures." The balance of collateralized receivables was $56.2
million (gross collateralized receivable of $59.1 million less fair value adjustments of $2.9 million) as of December 31, 2023. The
balance of secured borrowings on collateralized receivables was $55.8 million (gross secured borrowings of $53.9 million plus fair
value adjustments of $1.9 million) as of December 31, 2023. The notes represent financing to purchasers of manufactured homes
located in our communities and require monthly principal and interest payments. The notes had a net weighted average interest rate
and maturity of 8.6% and 14.2 years as of December 31, 2023. Refer to Note 16, "Fair Value of Financial Instruments," for additional
details.
The collateralized receivables earn interest income and the secured borrowings accrue interest expense at the same amount. The
amount of interest income and interest expense recognized during the year ended December 31, 2023 was $0.6 million.
F - 31
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Goodwill and Other Intangible Assets
Our intangible assets include goodwill, in-place leases, non-competition agreements, trademarks and trade names, customer
relationships, franchise agreements and other intangible assets. These intangible assets are recorded in Goodwill and Other intangible
assets, net on the Consolidated Balance Sheets.
Goodwill
The measurement periods for the valuation of assets acquired and liabilities assumed in a business combination end as soon as
information on the facts and circumstances that existed as of the acquisition dates becomes available on the earlier of (i) the dates of
acquisition, or (ii) 12 months after the acquisition dates. Adjustments in purchase price allocations may require a change in the
amounts allocated to goodwill during the periods in which the adjustments are determined. These purchase accounting adjustments are
presented under Other in the table below. Changes in the carrying amount of goodwill during the years ended December 31, 2023 and
2022, respectively, by reportable segment were as follows (in millions):
Balance as of January 1, 2022
Acquisitions(1)
Currency Translation Adjustment
Other(2)
Balance as of December 31, 2022
Impairments(3)
Currency Translation Adjustment
Other(4)
Balance as of December 31, 2023
Goodwill by Segment
MH
RV
Marina
Total
— $
— $
495.4 $
465.0
(36.7)
39.1
467.4 $
(369.9)
23.8
60.7
9.5
—
—
41.5
—
4.6
9.5 $
541.5 $
—
—
—
—
—
—
182.0 $
9.5 $
541.5 $
495.4
516.0
(36.7)
43.7
1,018.4
(369.9)
23.8
60.7
733.0
$
$
$
(1) During the year ended December 31, 2022, we recorded goodwill of $465.0 million in the MH segment related to the acquisition of Park Holidays, primarily
attributed to the acquired platform and assembled workforce value associated with the scale of Park Holidays' existing operations in the UK. Additionally, we
recorded goodwill of $41.5 million in the Marina segment related to the acquisitions of Jarrett Bay Boatworks and Montauk Yacht Club, primarily attributed to
enterprise value and the assembled workforce value associated with existing operations, and $9.5 million in the RV segment related to the acquisition of Leisure
Systems, Inc, primarily attributed to its licensing arrangements, ability to obtain new franchise relationships and assembled workforce. The total recognized goodwill
of $516.0 million is expected to be deductible for income tax purposes.
(2) During the year ended December 31, 2022, adjustments in purchase price allocations resulted in the recognition of additional goodwill of $39.1 million in the MH
segment, related to the acquisition of Park Holidays.
(3) During the year ended December 31, 2023, we performed qualitative and quantitative assessments of our goodwill balance for potential impairment in accordance
with ASC 350-20, "Goodwill and Other." As a result of our impairment testing, we determined that the fair value of the UK reporting unit within the MH segment
was below its carrying value. Accordingly, during the year ended December 31, 2023, we recorded aggregate non-cash impairment charges of $369.9 million within
Goodwill impairment on the Consolidated Statements of Operations. The decline in fair value of the UK reporting unit was primarily driven by a higher weighted
average cost of capital due to changes in the macroeconomic environment, as well as inflationary pressures in the UK causing a decline in financial projections.
(4) During the year ended December 31, 2023, adjustments in purchase price allocations resulted in the recognition of additional goodwill of $60.7 million in the MH
segment, related to the Park Leisure business combination.
F - 32
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Intangible Assets, net
The gross carrying amounts and accumulated amortization of our intangible assets were as follows (in millions):
December 31, 2023
December 31, 2022
Useful Life
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
2 months - 13 years
$
166.0 $
(146.2)
$
165.7 $
(135.4)
Other Intangible Asset
In-place leases
Non-competition agreements
Trademarks and trade names
Customer relationships
Franchise agreements and other intangible assets
Total finite-lived assets
5 years
3 - 15 years
4 - 17 years
1 - 27 years
Indefinite-lived assets - Trademarks and trade names
Indefinite-lived assets - Other
N/A
N/A
Total indefinite-lived assets
Total
10.5
85.3
131.6
48.4
441.8
141.0
3.0
144.0
(6.2)
(12.3)
(37.3)
(14.3)
(216.3)
—
—
—
10.5
81.2
131.5
48.3
437.2
140.9
2.5
143.4
(4.1)
(5.5)
(24.7)
(8.9)
(178.6)
—
—
—
$
585.8 $
(216.3)
$
580.6 $
(178.6)
Amortization expenses related to our Other intangible assets were as follows (in millions):
Other Intangible Asset Amortization Expense
December 31, 2023 December 31, 2022 December 31, 2021
Year Ended
In-place leases
Non-competition agreements
Trademarks and trade names
Customer relationships
Franchise fees and other intangible assets
Total
$
$
11.1 $
15.3 $
2.1
6.5
12.7
4.7
2.1
4.5
12.3
2.7
37.1 $
36.9 $
We anticipate amortization expense for Other intangible assets to be as follows for the next five years (in millions):
Other Intangible Asset Future Amortization Expense
2024
2025
2026
2027
2028
In-place leases
Non-competition agreements
Trademarks and trade names
Customer relationships
Franchise agreements and other intangible assets
$
7.0 $
6.2 $
3.5 $
2.0 $
2.1
5.4
12.7
3.1
2.1
5.4
12.7
3.0
0.1
5.4
12.3
2.7
—
5.4
12.2
2.5
Total
$
30.3 $
29.4 $
24.0 $
22.1 $
28.5
2.0
0.9
9.9
2.2
43.5
0.8
—
5.4
12.1
2.5
20.8
F - 33
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. 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 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 the Income / (loss) from
nonconsolidated affiliates on the Consolidated Statements of Operations.
RezPlot Systems LLC ("Rezplot")
At December 31, 2023 and 2022, we had a zero and 48.9% ownership interest, respectively, in RezPlot, a RV reservation software
technology company, operating under the Campspot brand, which we acquired in January 2019. During the year ended December 31,
2023, in conjunction with the transaction with our joint venture partner in Sun NG, we disposed of our ownership interest in Rezplot
and settled notes receivable due from Rezplot for $12.2 million. In conjunction with the disposition, we remeasured the investment to
its fair value and recorded a gain of $15.3 million. The gain was recorded within Income from nonconsolidated affiliates on the
Consolidated Statements of Operations. Refer to Note 4, "Notes and Other Receivables," for additional information on the notes
receivable and Note 8, "Consolidated Variable Interest Entities," for more information on the transaction with our joint venture partner
in Sun NG.
Sungenia joint venture ("Sungenia JV")
At December 31, 2023 and 2022, we had a 50% 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, 2023 and 2022, we had a 40% 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, 2023 and 2022, we had no ownership interest in OFS, an end-to-end online resident screening and document
management suite. During the year ended December 31, 2022, we sold our ownership interest in OFS for $0.6 million. The gain from
the sale was $0.3 million, which was recorded within Income from nonconsolidated affiliates on the Consolidated Statements of
Operations.
SV Lift, LLC ("SV Lift")
At December 31, 2023 and 2022, we had a 50% ownership interest in SV Lift, which owns, operates and leases an aircraft.
The investment balance in each nonconsolidated affiliate is as follows (in millions):
Investment
Investment in Sungenia JV
Investment in GTSC
Investment in SV Lift
Total
December 31, 2023 December 31, 2022
$
$
56.8 $
60.4
1.7
118.9 $
44.5
54.5
2.3
101.3
The income / (loss) from each nonconsolidated affiliate is as follows (in millions):
Income / (Loss) from Nonconsolidated Affiliates
December 31, 2023 December 31, 2022 December 31, 2021
Year Ended
RezPlot equity income / (loss)
Sungenia JV equity income
GTSC equity income
OFS equity income
SV Lift equity loss
Total Income from Nonconsolidated Affiliates
$
$
11.1 $
(4.7) $
3.2
3.3
—
(1.6)
2.2
5.9
0.6
(1.1)
16.0 $
2.9 $
(2.9)
1.8
6.1
0.2
(1.2)
4.0
F - 34
The change in the Sungenia JV investment balance is as follows (in millions):
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUN COMMUNITIES, INC.
Beginning balance
Cumulative translation adjustment
Contributions
Equity earnings
Ending Balance
The change in the GTSC investment balance is as follows (in millions):
Beginning balance
Contributions
Distributions
Equity earnings
Fair value adjustment
Ending Balance
8. Consolidated Variable Interest Entities
The Operating Partnership
Year Ended
December 31, 2023 December 31, 2022
$
$
44.5 $
(0.5)
9.6
3.2
56.8 $
36.2
(3.0)
9.1
2.2
44.5
Year Ended
December 31, 2023 December 31, 2022
$
$
54.5 $
27.5
(20.7)
3.3
(4.2)
60.4 $
35.7
37.4
(22.5)
5.9
(2.0)
54.5
We consolidate the Operating Partnership under the guidance set forth in ASC 810, "Consolidation." We evaluated whether the
Operating Partnership met the criteria for classification as a variable interest entity ("VIE") or, alternatively, as a voting interest entity
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.
Other Consolidated VIEs
We consolidate Sun NG RV Resorts LLC ("Sun NG Resorts"), Sun NG Beaver Brook LLC, FPG Sun Menifee 80 LLC, Solar Energy
Project LLC, Solar Energy Project CA II LLC, Solar Energy Project III LLC and FPG Sun Moreno Valley 66 LLC under the guidance
set forth in 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 9, "Debt and Line of Credit" and Note 10, "Equity and Temporary Equity," for additional information on Sun NG
Resorts.
F - 35
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Sun NG Resorts Transaction
During the three months ended December 31, 2023, we simplified the structure of certain of our consolidated variable interest entities,
including Sun NG RV Resorts, Sun NG Whitewater RV Resorts LLC, Sun NG Beaver Brook LLC and four standalone affiliates
(collectively "Sun NG") in a transaction with our joint venture partner in Sun NG. The transaction, which was primarily a non-
monetary exchange and resulted in a net cash receipt of $8.2 million, consisted of the following:
•
•
•
•
Disposition of our majority equity interest in three consolidated joint venture properties (including Sun NG Whitewater RV
Resorts LLC) with a fair value of $166.1 million, which resulted in a gain of $13.2 million;
Acquisition of all noncontrolling equity interests in 14 consolidated joint venture properties and a significant portion of the
noncontrolling equity interest in five stand-alone joint venture properties (including Sun NG Beaver Brook LLC) with a fair
value of $149.5 million. This resulted in us owning a 100% controlling interest in 14 of these properties (the "Acquired RV
Properties") and a majority interest in the remaining properties. The acquisition of the noncontrolling interest was accounted
for as an equity transaction in accordance with ASC Topic 810, "Consolidation," with the difference between the fair value
and carrying value of the acquired noncontrolling interest of $125.3 million recorded as a decrease to Additional paid-in
capital;
Settlement of the Series A and Series B preferred equity interests in the Sun NG Resorts joint venture of $35.2 million and
$3.9 million, respectively, and issuance of 20,000 Series L preferred OP units valued at $2.0 million. The Series A and Series
B preferred equity interests were accounted for as Unsecured debt and Temporary Equity on our Consolidated Balance
Sheets, respectively. The Series L preferred OP units were recorded in Noncontrolling Interests in the Consolidated Balance
Sheets;
Disposition of our ownership interest in Rezplot, a nonconsolidated affiliate, and settlement of notes receivable due from
Rezplot for $12.2 million. In conjunction with the disposition, we remeasured the investment to its fair value and recorded a
gain of $15.3 million.
We concluded that the Acquired RV Properties no longer qualify as VIEs and instead will be consolidated under the voting interest
model. The five properties remaining under joint venture agreements continue to be accounted for as consolidated VIEs and are
included in the table below. Refer to Note 3, "Real Estate Acquisitions and Dispositions" related to the three properties that were sold,
Note 4, "Notes and Other Receivables" related to the settlement of the receivable due from Rezplot, Note 7, "Investments in
Nonconsolidated Affiliates" related to the sale of our investment in Rezplot, Note 9, "Debt and Line of Credit" related to the
settlement of the Series A preferred equity interest, and Note 10, "Equity and Temporary Equity" related to the acquisition of the
noncontrolling equity interest in 14 consolidated joint venture properties and issuance of Series L preferred OP units.
Other Noncontrolling Equity Interest Transactions
During the three months ended September 30, 2022, we acquired the noncontrolling equity interest held by third parties in a joint
venture created for the purpose of acquiring land and constructing a marina in Fort Lauderdale, Florida ("SHM South Fork JV, LLC").
The transaction resulted in us owning a 100% ownership interest in the joint venture and we concluded that SHM South Fork JV, LLC
was no longer a VIE. The acquisition was accounted for as an equity transaction in accordance with ASC Topic 810, "Consolidation,"
with the difference between the purchase price and the noncontrolling interest of $1.9 million recorded as a decrease to Additional
Paid-in Capital on the Consolidated Balance Sheets.
During the three months ended June 30, 2022, we acquired the noncontrolling equity interest held by third parties in Rudgate Village
SPE LLC, Rudgate Clinton SPE LLC and Rudgate Clinton Estates, LLC (collectively, "Rudgate"), an MH community, which resulted
in us owning a 100% ownership interest in Rudgate. We concluded that Rudgate was no longer a VIE. The acquisition was accounted
for as an equity transaction in accordance with ASC Topic 810, "Consolidation," with the difference between the purchase price and
the acquired noncontrolling interest of $13.2 million recorded as an increase to Additional paid-in capital on the Consolidated Balance
Sheets. Refer to Note 10, "Equity and Temporary Equity," for additional information.
F - 36
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the assets and liabilities of our consolidated VIEs after eliminations, with the exception of the
Operating Partnership, included in our Consolidated Balance Sheets after eliminations (in millions):
Assets
Investment property, net
Cash, cash equivalents and restricted cash
Other intangible assets, net
Other assets, net
Total Assets
Liabilities and Other Equity
Secured debt
Unsecured debt
Advanced reservation deposits and rent
Accrued expenses and accounts payable
Other liabilities
Total Liabilities
Temporary equity
December 31, 2023 December 31, 2022
$
$
$
132.3 $
2.9
0.1
0.4
135.7 $
3.2 $
—
0.4
24.1
—
27.7
10.7
739.7
14.1
13.0
10.5
777.3
22.2
35.2
13.8
11.8
1.4
84.4
41.3
Total Liabilities and Other Equity
$
38.4 $
125.7
Total assets related to the consolidated VIEs, with the exception of the Operating Partnership, comprised 0.8% and 4.5% of our
consolidated total assets at December 31, 2023 and 2022, respectively. Total liabilities comprised 0.3% and 0.9% of our consolidated
total liabilities at December 31, 2023 and 2022, respectively. Equity Interests and Noncontrolling interests related to the consolidated
VIEs, on an absolute basis, comprised less than 1.0% of our consolidated total equity at December 31, 2023 and 2022, respectively.
9. Debt and Line of Credit
The following table sets forth certain information regarding debt, including premiums, discounts and deferred financing costs (in
millions, except for statistical information):
Carrying Amount
Weighted Average
Years to Maturity
Weighted Average
Interest Rates
December 31,
2023
December 31,
2022
December 31,
2023
December 31,
2022
December 31,
2023
December 31,
2022
Secured Debt
Mortgage loans payable(1)
Secured borrowings on collateralized
receivables(2)
Total Secured Debt
Unsecured Debt
Senior unsecured notes(3)
Line of credit and other debt(4)
Preferred equity - Sun NG Resorts -
mandatorily redeemable
Preferred OP units - mandatorily redeemable
Total Unsecured Debt
Total Debt
$
3,478.9 $
3,217.8
55.8
3,534.7
2,177.5
2,065.1
—
—
4,242.6
$
7,777.3 $
—
3,217.8
1,779.6
2,130.6
35.2
34.0
3,979.4
7,197.2
9.2
14.2
7.5
1.7
0.0
0.0
6.8
10.2
N/A
8.1
2.8
1.8
3.1
7.4
3.994 %
3.723 %
8.556 %
N/A
3.375 %
5.428 %
— %
— %
2.9 %
4.417 %
6.0 %
5.921 %
4.234 %
3.746 %
(1) Balances at December 31, 2023 and 2022 include zero and $0.1 million of net debt premium, respectively, and $16.9 million and $14.6 million of deferred financing
costs, respectively.
(2) Balance at December 31, 2023 includes fair value adjustments of $1.9 million.
(3) Balances at December 31, 2023 and 2022 include $6.5 million and $6.1 million of net debt discount, respectively, and $16.0 million and $14.3 million of deferred
financing costs, respectively. Weighted average interest rates include the impact of hedge activity.
(4) Balances at December 31, 2023 and 2022 include $1.6 million and $3.0 million of deferred financing costs, respectively. Weighted average interest rates include the
impact of hedge activity.
F - 37
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Secured Debt
Mortgage term loans
During the years ended December 31, 2023 and 2022, we repaid the following mortgage term loans during the quarters presented
below (in millions, except for statistical information):
Period
Repayment
Amount
Fixed Interest
Rate
Three months ended September 30, 2022
Three months ended June 30, 2022
$
$
318.0 (1)
15.8
Maturity Date
December 6, 2022 -
September 6, 2024
4.81 %
3.89 % October 1, 2022
Loss on
Extinguishment
of Debt
$
$
4.0
—
(1) Includes 17 mortgage term loans which were scheduled to mature from December 6, 2022 to September 6, 2024, that are secured by 35 properties.
During the years ended December 31, 2023 and 2022, we entered into the following mortgage term loans during the quarters presented
below (in millions, except for statistical information):
Period
Loan Amount
Term (in years)
Three months ended December 31, 2023
Three months ended March 31, 2023
Three months ended December 31, 2022
Three months ended September 30, 2022
$
$
$
$
$
$
252.8 (1)
85.0 (2)
99.1 (3)
226.0 (4)
20.6 (5)(6)
3.4 (6)
7
3
7 - 10
4 - 7
25
25
Interest Rate
Maturity Date
6.49 % November 1, 2030
5.0 % February 13, 2026
5.72 %
4.5 %
April 1, 2030 -
April 1, 2033
June 15, 2026 -
December 15, 2029
3.65 % August 10, 2047
3.65 % August 10, 2047
(1) Includes two newly encumbered properties.
(2) Includes five existing encumbered properties.
(3) Includes 22 existing encumbered properties.
(4) Includes 18 existing encumbered properties.
(5) Represents a construction loan (undrawn as of December 31, 2023).
(6) Represents loans jointly secured by one property.
The mortgage term loans, which total $3.5 billion as of December 31, 2023, are secured by 156 properties comprised of 62,805 sites
representing approximately $2.7 billion of net book value.
Secured Borrowings on Collateralized Receivables
Refer to Note 5, "Collateralized Receivables and Transfers of Financial Assets," for information on Secured Borrowings on
Collateralized Receivables.
F - 38
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unsecured Debt
Senior Unsecured Notes
The following table sets forth certain information regarding our outstanding senior unsecured notes (in millions, except for statistical
information). All senior unsecured notes include interest payments on a semi-annual basis in arrears, and are recorded within the
Unsecured debt line item on the Consolidated Balance Sheets.
5.7% notes, issued in January 2023 and due in January 2033(1)
4.2% notes, issued in April 2022 and due in April 2032
2.3% notes, issued in October 2021 and due in November 2028
2.7% notes, issued in June 2021 and October 2021, and due in July 2031
Total
Principal Amount
December 31, 2023
December 31, 2022
Carrying Amount
$
$
400.0 $
395.7 $
600.0
450.0
750.0
592.6
446.8
742.4
—
591.8
446.2
741.6
2,200.0 $
2,177.5 $
1,779.6
(1) In January 2023, the Operating Partnership issued $400.0 million of senior unsecured notes with an interest rate of 5.7% and a 10-year term, due January 15, 2033
(the "2033 Notes"). Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023. The net proceeds
from the offering were $395.3 million, after deducting underwriters' discounts and estimated offering expenses. We used the net proceeds from the offering to repay
borrowings outstanding under our Senior Credit Facility.
Line of Credit
In April 2022, the Operating Partnership (as borrower), SUI (as guarantor), and certain lenders entered into Amendment No. 1 to the
Fourth Amended and Restated Credit Agreement and Other Loan Documents (the "Credit Facility Amendment"), which amended our
senior credit facility (the "Senior Credit Facility").
The Credit Facility Amendment increased the aggregate amount of our Senior Credit Facility to $4.2 billion with the ability to upsize
the total borrowings by an additional $800.0 million, subject to certain conditions. The increased aggregate amount under the Senior
Credit Facility consists of the following: (a) a revolving loan in an amount up to $3.05 billion and (b) a term loan facility of
$1.15 billion, with the ability to draw funds from the combined facilities in U.S. dollars, Pound sterling, Euros, Canadian dollars and
Australian dollars, subject to certain limitations. The Credit Facility Amendment extended the maturity date of the revolving loan
facility to April 7, 2026. At our option that maturity date may be extended two additional six-month periods. In addition, the Credit
Facility Amendment established the maturity date of the term loan facility under the Credit Facility Amendment as April 7, 2025,
which may not be further extended.
The Senior Credit Facility bears interest at a floating rate based on the Adjusted Term SOFR, the Adjusted Eurocurrency Rate, the
Australian BBSY, the Daily SONIA Rate or the Canadian Dollar Offered Rate, as applicable, plus a margin, in all cases, which can
range from 0.725% to 1.6%, subject to certain adjustments. As of December 31, 2023, the margins based on our credit ratings were
0.85% on the revolving loan facility and 0.95% on the term loan facility.
At the lenders' option, the Senior Credit Facility will become immediately due and payable upon an event of default under the Credit
Facility Agreement. We had $944.1 million and $1.1 billion of borrowings outstanding under the revolving loan as of December 31,
2023 and 2022, respectively. We also had $1.1 billion of borrowings outstanding under the term loan on the Senior Credit Facility as
of December 31, 2023 and 2022, respectively. These balances are recorded in Unsecured debt on the Consolidated Balance Sheets.
The Senior Credit Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our
borrowings outstanding under the Senior Credit Facility, but does reduce the borrowing amount available. We had $26.2 million and
$2.6 million of outstanding letters of credit at December 31, 2023 and 2022, respectively.
F - 39
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unsecured Term Loan
In October 2019, we assumed a $58.0 million secured term loan facility related to an acquisition. The term loan initially had a four-
year term ending October 29, 2023, and bore interest at a floating rate based on the Eurodollar rate or Prime rate plus a margin ranging
from 1.2% to 2.05%. Effective July 1, 2021, we amended the agreement to release the associated collateral, extend the term loan
facility maturity date to October 29, 2025 and adjust the interest rate margin to a range from 0.8% to 1.6%. In August 2022, we
amended the secured term loan facility to transition from the Eurodollar rate to SOFR. As of December 31, 2023, the margin based on
our credit rating was 0.95%. The outstanding balance was $7.8 million and $19.8 million at December 31, 2023 and 2022,
respectively. These balances are recorded in Unsecured debt on the Consolidated Balance Sheets.
Preferred Equity - Sun NG Resorts - Mandatorily Redeemable
In connection with the investment in Sun NG Resorts in June 2018, unrelated third parties purchased $35.3 million of mandatorily
redeemable Series A Preferred Equity ("Preferred Equity - Sun NG Resorts") that carried a preferred rate of return of 6.0% per annum
and had a seven-year term ending June 1, 2025. In December 2023, we settled the Preferred Equity - Sun NG Resorts balance as part
of the transaction with our joint venture partners in Sun NG. Accordingly, the outstanding balance on the Preferred Equity - Sun NG
Resorts was zero and $35.2 million at December 31, 2023 and 2022, respectively. These balances were recorded in Unsecured debt on
the Consolidated Balance Sheets. Refer to Note 8, "Consolidated Variable Interest Entities" for additional information related to the
broader transaction with our joint venture partner in Sun NG.
Preferred OP Units - Mandatorily Redeemable
As of December 31, 2023, all Aspen preferred OP units were converted into common OP units. At December 31, 2022, the Preferred
OP units included $34.0 million of Aspen preferred OP units recorded in Unsecured debt on the Consolidated Balance Sheets.
In January 2020, we amended the Operating Partnership's partnership agreement to extend the automatic redemption date and reduce
the annual distribution rate for 270,000 of the Aspen preferred OP units (the "Extended Units"). The Extended Units redemption date
was extended to January 1, 2034, and their distribution rate was lowered to 3.8%. During the three months ended March 31, 2023, all
of the Extended Units, representing $7.3 million of unsecured debt, converted into common equity.
For Aspen preferred OP units with no extended redemption date, subject to certain limitations, at any time prior to January 1, 2024, the
holders of Aspen preferred OP units each had the option to convert such units 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 10-day average closing price
is greater than $68.00 per share, a number of common OP units determined by dividing (i) the sum of (A) $27.00 plus (B) 25.0% of
the amount by which the 10-day average closing price exceeds $68.00 per share, by (ii) the 10-day average closing price. The
preferred distribution rate for the Aspen preferred OP units was 6.5%. On January 2, 2024, we would have been required to redeem for
cash any Aspen preferred OP units that had not been converted to common OP units. During the year ended December 31, 2023, unit
holders converted all 322,934 remaining Aspen preferred OP units, representing $8.7 million of unsecured debt, into common OP
units. Refer to Note 10, "Equity and Temporary Equity," for additional details related to Aspen preferred OP unit conversions.
Covenants
The mortgage term loans, senior unsecured notes and Senior Credit Facility are subject to various financial and other covenants. The
most restrictive covenants are pursuant to (a) the terms of the Senior Credit Facility, which contains a maximum leverage ratio,
minimum fixed charge coverage ratio and maximum secured leverage ratio, and (b) the terms of the senior unsecured notes, which
contain a total debt to total assets ratio, secured debt to total assets ratio, consolidated income available for debt service to debt service
ratio and unencumbered total asset value to unsecured debt ratio. At December 31, 2023, we were in compliance with all financial
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, and any of our other subsidiaries or any other person or entity.
F - 40
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Interest Capitalized
We capitalize interest during the construction and development of our communities. Capitalized interest costs associated with
construction and development activities during the years ended December 31, 2023, 2022 and 2021 were as follows (in millions):
Interest capitalized
Long-term Debt Maturities
Year Ended
December 31, 2023 December 31, 2022 December 31, 2021
$
12.9 $
7.0 $
4.5
As of December 31, 2023, the total of our secured debt (excluding premiums and deferred financing costs) and unsecured debt
(excluding discounts and deferred financing costs) by year were as follows (in millions):
Secured Debt
Mortgage loans payable
Maturities
Principal amortization
Secured borrowings on collateralized
receivables(1)
Total Secured Debt
Unsecured Debt
Senior unsecured notes
Line of credit and other debt
Total Unsecured Debt
Total Due
2024
2025
2026
2027
2028
Thereafter
Maturities and Amortization By Year
$
2,670.8 $
128.8 $
50.6 $
658.4 $
4.0 $
303.8 $
1,525.2
825.0
53.9
3,549.7
2,200.0
2,066.7
4,266.7
56.5
2.3
187.6
—
7.8
7.8
54.2
2.5
107.3
—
1,114.8
1,114.8
46.3
2.7
707.4
—
944.1
944.1
40.6
3.0
47.6
—
—
—
43.4
3.2
350.4
450.0
—
450.0
584.0
40.2
2,149.4
1,750.0
—
1,750.0
3,899.4
Total Debt
$
7,816.4 $
195.4 $
1,222.1 $
1,651.5 $
47.6 $
800.4 $
(1) Balance at December 31, 2023 excludes fair value adjustments of $1.9 million.
F - 41
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. Equity and Temporary Equity
Temporary Equity
Redeemable Preferred OP Units
Temporary equity includes preferred securities that are redeemable for cash at the holder's option or upon the occurrence of an event
that is not solely within our control based on a fixed or determinable price. These securities are not mandatorily redeemable for cash
nor do they contain a fixed maturity date. The following table sets forth the various series of redeemable preferred OP units that were
outstanding as of December 31, 2023 and 2022 and the related terms, and summarizes the balance included within Temporary Equity
on our Consolidated Balance Sheets (in millions, except for statistical information):
OP Units
Outstanding
Description
December 31, 2023
Exchange
Rate(1)
Annual
Distribution
Rate(2)
488,958
0.8000
4.0 %
$
46.9 $
Cash
Redemption(3) Redemption Period
Holder's
Option
Any time
Carrying Amount
December 31, 2023 December 31, 2022
Series D preferred
OP units
Series F preferred
OP units
Series G preferred
OP units
Series H preferred
OP units
90,000
0.6250
3.0 %
Holder's
Option
210,710
0.6452
581,238
0.6098
3.2 %
Holder's
Option
3.0 %
Holder's
Option
Series J preferred
OP units
Series K preferred
OP units(4)
Total
238,000
0.6061
2.85 %
1,000,000
2,608,906
0.5882
4.0 %
Holder's
Option
Holder's
Option
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
During the 30-day
period following a
change of control of
the Company or any
time after April 21,
2026
Within 60 days after
March 23, 2028
8.5
20.4
55.0
22.7
96.7
$
250.2 $
48.1
8.7
24.4
56.7
23.6
—
161.5
(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) Distributions are payable on the issue price of each OP unit, which is $100.00 per unit for all these preferred OP units.
(3) The redemption price for each preferred OP unit redeemed will be equal to its issue price plus all accrued but unpaid distributions.
(4) Series K Preferred OP Units - Each Series K preferred OP unit is exchangeable for 0.5882 common OP units. Each such common OP unit will be exchangeable for
one share of our common stock. We have the right to cause the holders of Series K preferred OP units to exchange such units into common OP units at the applicable
exchange rate (a) within 60 days after March 23, 2028 or (b) if at any time the trading price of our common stock for each of the preceding 60 trading days is equal to
or greater than 120% of the Series K conversion price of $170 (as it may be adjusted under the Operating Partnership's partnership agreement). If in connection with
an exchange pursuant to clause (a) above the recent average price of our common stock (as determined under the Operating Partnership's partnership agreement) is
less than the Series K conversion price, we will be required to make an additional cash payment in respect of each exchanged Series K preferred OP unit equal to the
product of (i) the Series K exchange rate and (ii) the difference between such average price and the Series K conversion price. As of December 31, 2023, 1,000,000
Series K preferred OP units were outstanding. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for additional information.
F - 42
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Redeemable Equity Interests
The following table summarizes the redeemable equity interests included in Temporary Equity on our Consolidated Balance Sheets (in
millions):
Equity Interest
FPG Sun Moreno Valley 66
LLC
Solar Energy Project CA II
LLC
Solar Energy Project LLC
Solar Energy Project III LLC
FPG Sun Menifee 80 LLC
NG Sun Whitewater LLC
NG Sun Beaver Brook LLC
NG Sun LLC(1) and other
stand-alone joint ventures
Total
Description
In connection with the investment in land for future development in the city of
Moreno Valley, California, at the property known as FPG Sun Moreno Valley
66 LLC
A joint venture that operates and maintains solar energy equipment in select
California communities
A joint venture that operates and maintains solar energy equipment in select
California communities
A joint venture that operates and maintains solar energy equipment in select
Arizona and California communities
In connection with the investment in land for future development in the city of
Menifee, in California, at the property known as FPG Sun Menifee 80 LLC
In connection with the investment in land at the property known as Whitewater
In connection with the investment in Sun NG Beaver Brook LLC, a joint
venture that operates one RV community in the U.S.
In connection with the investment in Sun NG Resorts, a joint venture that
operates a portfolio of RV communities in the U.S.
Carrying Amount
December 31, 2023 December 31, 2022
$
0.1 $
5.1
2.3
2.3
0.1
—
0.1
0.7
$
10.7 $
0.1
4.2
1.9
0.3
0.1
3.2
0.5
31.1
41.4
(1) Equity Interest - 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 interests in Sun NG Resorts (herein jointly referred to as "Equity Interest - NG Sun LLC"). In April
and September 2020, in connection with certain acquisitions, $3.0 million of Series B preferred equity interests were converted to common equity interests. The
Series B preferred equity interests carried a preferred return at a rate that, at any time, was equal to the interest rate on Sun NG Resorts' indebtedness at such time. In
December 2023, as part of the transaction with our joint venture partner in Sun NG, we settled the majority of the preferred and common equity interests related to
the joint ventures under Sun NG Resorts. The Equity Interest - NG Sun LLC balance was $0.7 million and $31.1 million as of December 31, 2023 and 2022,
respectively. Refer to Note 8, "Consolidated Variable Interest Entities," for more information on the transaction with our joint venture partner in Sun NG.
Permanent Equity
Universal Shelf Registration Statement
In April 2021, we filed a new universal shelf registration statement on Form S-3 with the SEC. The shelf registration statement was
deemed automatically effective and provides for the registration of unspecified amounts of equity and debt securities. At our 2023
Annual Meeting of Shareholders on May 16, 2023, our shareholders approved the Articles of Amendment to the Company's charter,
which increased the authorized number of shares of capital stock to 380,000,000 shares, of which 360,000,000 shares are common
stock and 20,000,000 shares are preferred stock, par value $0.01 per share. As of December 31, 2023, we had 124,436,432 shares of
common stock issued and outstanding and no shares of preferred stock were issued and outstanding.
Public Equity Offerings
In November 2021, we entered into two forward sale agreements relating to an underwritten registered public offering of 4,025,000
shares of our common stock at a public offering price of $185.00 per share and completed the offering on November 18, 2021 (the
"November 2021 Forward Sale Agreements"). We did not initially receive any proceeds from the sale of shares of our common stock
by the forward purchaser or its affiliates. In April 2022, we completed the physical settlement of the 4,025,000 shares of common
stock and received aggregate net proceeds of $705.4 million. We used the net proceeds to repay borrowings outstanding under our
Senior Credit Facility, and for working capital and general corporate purposes.
At the Market Offering Sales Agreement
In December 2021, we entered into an At the Market Offering Sales Agreement with certain sales agents and forward sellers pursuant
to which we may sell, from time to time, up to an aggregate gross sales price of $1.25 billion of our common stock (the "Sales
Agreement"), through the sales agents, acting as our sales agents or, if applicable, as forward sellers, or directly to the sales agents as
principals for their own accounts. The sales agents and forward sellers are entitled to compensation in an agreed amount not to exceed
2.0% of the gross price per share for any shares sold under the Sales Agreement. We simultaneously terminated our prior sales
agreement upon entering into the Sales Agreement. Through December 31, 2023, we had entered into forward sales agreements under
our Sales Agreement for an aggregate gross sales price of $160.6 million.
F - 43
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the three months ended September 30, 2022, we entered into forward sale agreements with respect to 15,000 shares of
common stock under our Sales Agreement for $2.6 million. Additionally, we settled all of our outstanding forward sale agreements
with respect to 1,526,212 shares of common stock which includes 620,109; 600,503; 290,600; and 15,000 shares of common stock
from the three months ended December 31, 2021, March 31, June 30 and September 30, 2022 forward sale agreements, respectively.
The net proceeds of $275.5 million from the settlement of these forward sale agreements were used to repay borrowings outstanding
under our Senior Credit Facility.
During the three months ended June 30, 2022, we completed the physical settlement of 1,200,000 shares of common stock under our
prior at the market offering program and received net proceeds of $229.5 million. Additionally, we entered into forward sales
agreements with respect to 290,600 shares of common stock for $50.1 million, under our Sales Agreement. These forward sale
agreements were settled during the three months ended September 30, 2022.
During the three months ended March 31, 2022, we entered into forward sales agreements with respect to 600,503 shares of common
stock for $107.9 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended
September 30, 2022.
During the year ended December 31, 2021, we entered into forward sale agreements with respect to 1,820,109 shares of common
stock under our prior at the market offering program for $356.5 million. We completed the physical settlement of 1,200,000 and
620,109 shares of common stock during the three months ended June 30, 2022 and September 30, 2022, respectively.
Issuances of Common Stock in Connection with the Acquisition of Certain Properties
In April 2022, we issued 186,044 shares of common stock with a value of $33.9 million in connection with the acquisition of Park
Holidays.
Issuances of Common OP Units in Connection with the Acquisition of Certain Properties
Year Ended December 31, 2023 and 2022
January 2023
May 2022
May 2022
Common OP Units Issued
Related Acquisition
Value at Issuance (in millions)
$
31,289
10,854 (1) $
$
5,605
4.4 Fox Run
1.8 Rudgate
1.0 Kittery Point
February 2022
14,683
(1) During the three months ended June 30, 2022, we acquired the noncontrolling equity interest held by third parties in Rudgate for a total purchase price of
$3.1 million. As consideration, we issued 10,854 common OP units and paid the remainder of the purchase price in cash. The acquisition resulted in us owning a
100.0% controlling interest in Rudgate. Refer to Note 8, "Consolidated Variable Interest Entities," for additional information.
Jarrett Bay Boatworks
2.8
$
Accumulated Other Comprehensive Income / (Loss)
AOCI attributable to SUI common shareholders is separately presented on our Consolidated Balance Sheets as a component of total
SUI shareholders' equity. OCI attributable to noncontrolling interests is allocated to, and included within, Noncontrolling interests on
our Consolidated Balance Sheets. Refer to the Statements of Comprehensive Income for complete details related to OCI activity in the
reporting period.
AOCI attributable to SUI common shareholders consisted of the following, net of tax (in millions):
Net foreign currency translation losses
Accumulated net gains on derivatives
Accumulated other comprehensive income / (loss)
December 31, 2023 December 31, 2022
$
$
(29.5) $
41.7
12.2 $
(70.6)
60.7
(9.9)
F - 44
Annual
Distribution
Rate(2)
Same distribution
rate for common
stock
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Noncontrolling Interests - Common and Preferred OP Units
The following table summarizes the common and preferred OP units included within Noncontrolling interests on our Consolidated
Balance Sheets (in millions, except for shares and statistical information):
OP Units
Outstanding
Description
December 31, 2023
Exchange
Rate(1)
Cash
Redemption
Redemption
Period
Carrying Amount
December 31, 2023 December 31, 2022
Common OP units
Series A-1 preferred
OP units
Series A-3 preferred
OP units
Series C preferred OP
units
Series E preferred OP
units
Series L preferred OP
units(3)
Total
2,734,983
1.0000
N/A
202,144
2.4390
6.0 % N/A
40,268
1.8605
4.5 % N/A
305,848
1.1100
5.0 % N/A
80,000
0.6897
5.5 % N/A
20,000
0.6250
3.5 % N/A
N/A
N/A
N/A
N/A
N/A
N/A
$
46.5 $
11.5
2.4
21.4
6.4
2.0
3,383,243
$
90.2 $
31.5
14.0
2.7
23.6
6.9
—
78.7
(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) Distributions are payable on the issue price of each OP unit which is $100.00 per unit for all these preferred OP units.
(3) Series L Preferred OP Units - Each Series L preferred OP unit is exchangeable for 0.6250 common OP units. Each such common OP unit will be exchangeable for
one share of our common stock. We have the right to cause the holders of Series L preferred OP units to exchange such units into common OP units at the applicable
exchange rate (a) any time after December 31, 2028 or (b) if at any time the trading price of our common stock for each of the preceding 60 trading days is equal to
or greater than 120% of the Series L conversion price of $160 (as it may be adjusted under the Operating Partnership's partnership agreement). If in connection with
an exchange pursuant to clause (a) above the recent average price of our common stock (as determined under the Operating Partnership's partnership agreement) is
less than the Series L conversion price, we will be required to make an additional cash payment in respect of each exchanged Series L preferred OP unit equal to the
product of (i) the Series L exchange rate and (ii) the difference between such average price and the Series L conversion price. As of December 31, 2023, 20,000
Series L preferred OP units were outstanding. Refer to Note 8, "Consolidated Variable Interest Entities," for more information on the transaction with our joint
venture partner in Sun NG.
Conversions
Conversions to Common Stock and Common OP Units - Subject to certain limitations, holders can convert certain series of OP units to
shares of our common stock and to common OP units at any time. Below is the activity of conversions during the years ended
December 31, 2023 and 2022:
Series
Aspen preferred OP units
Common OP units
Series A-1 preferred OP units
Series C preferred OP units
Series E preferred OP units
Series G preferred OP units
Series H preferred OP units
Series I preferred OP units
Series J preferred OP units
Conversion
Rate
Various(2)
Units / Shares
Converted
1,258,819
1.0000
2.4390
1.1100
0.6897
0.6452
0.6098
0.6098
0.6061
8,848
5,404
165
—
30,000
129
—
2,000
December 31, 2023
Common
Stock(1)
113,972
8,848
13,177
183
—
19,353
78
—
1,212
Year Ended
Common OP
Units(1)
293,838
—
—
—
—
—
—
—
—
December 31, 2022
Units / Shares
Converted
Common
Stock(1)
25,000
150,393
67,476
150
10,000
—
40
8,007
150,393
164,566
166
6,896
—
24
922,000
562,195
—
—
(1) Calculation may yield minor differences due to rounding incorporated in the above numbers.
(2) Refer to Note 9, "Debt and Line of Credit," for additional detail on Aspen preferred OP unit conversions.
F - 45
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Distributions
Distributions declared for the three months ended December 31, 2023 were as follows:
Common Stock, Common OP units and Restricted Stock
Distributions
Record Date
Payment Date
Distribution Per
Share
Total Distribution
(in Millions)
December 31, 2023
12/29/2023
1/16/2024 $
0.93 $
118.2
11. Share-Based Compensation
As of December 31, 2023, we had two share-based compensation plans: the Sun Communities, Inc. 2015 Equity Incentive Plan (as
amended, the "2015 Equity Incentive Plan") and the First Amended and Restated 2004 Non-Employee Director Option Plan (as
amended, the "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. Time
based awards for directors generally vest over three years. Time based awards for key employees and executives generally vest over
five years. Market condition awards for executives generally vest after three years.
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.
First Amendment to the 2015 Equity Incentive Plan
At our 2022 Annual Meeting on May 17, 2022, our shareholders approved the First Amendment to the 2015 Equity Incentive Plan.
This amendment increased the number of shares of common stock that may be issued under the 2015 Equity Incentive Plan to
4,750,000. As of December 31, 2023, there were 2,813,901 shares available for future issuance.
UK Sub-Plan
In April 2022, the Board of Directors adopted the UK Sub-Plan under the 2015 Equity Incentive Plan, which is solely applicable to
employee participants located in the UK, and establishes certain rules and limitations for participation in the 2015 Equity Incentive
Plan by UK employees for the purpose of complying with applicable UK laws.
Non-Employee Director Plans
2021 Non-Employee Directors Deferred Compensation Plan - In November 2021, we adopted the 2021 Non-Employee Directors
Deferred Compensation Plan ("2021 Deferred Compensation Plan"). The 2021 Deferred Compensation Plan entitles a non-employee
director to annually submit an election to defer all or a portion of his or her eligible share-based and cash compensation.
2004 Non-Employee Director Option Plan - The director option plan was approved by our shareholders at the Annual Meeting of
Shareholders held on July 19, 2012. The director option plan amended and restated in its entirety our 2004 Non-Employee Director
Stock Option Plan. At the Annual Meeting of the Shareholders held on May 17, 2018, the shareholders approved the First Amendment
to the 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 option plan are options, restricted stock and OP units. Only non-employee
directors are eligible to participate in the director option plan. The maximum number of options, restricted stock and OP units that may
be issued under the director option plan is 375,000 shares. As of December 31, 2023, 141,965 shares remained available for future
issuance.
F - 46
During the years ended December 31, 2023 and 2022, shares were granted as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUN COMMUNITIES, INC.
Grant
Period
2023
2023
2023
2023
2022
2022
2022
2022
Type
Key Employees
Executive Officers
Executive Officers
Directors
Key Employees
Executive Officers
Executive Officers
Directors
Plan
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2004 Non-Employee Director Option Plan
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2015 Equity Incentive Plan
2004 Non-Employee Director Option Plan
Shares
Granted
Grant Date
Fair Value
Per Share
Vesting Type
220,858 $
62,800 $
82,200 $
16,000 $
203,210 $
66,000 $
91,500 $
11,900 $
137.14
144.88
108.60
148.12
179.23
178.20
124.88
197.00
(1) Time Based
(1) Time Based
(2) Market Condition(3)
(1) Time Based
(1) Time Based
(1) Time Based
(2) Market Condition(3)
(1) Time Based
(1) Represents the weighted average fair value per share of the closing price of our common stock on the dates the shares were awarded.
(2) Represents the weighted average fair value per share of the Monte Carlo simulation fair value price of our market condition awards on the dates the shares were
awarded.
(3) Share-based compensation for restricted stock awards with market conditions is measured based on an estimate of shares expected to vest using a Monte Carlo
simulation to determine fair value.
The following table summarizes our restricted stock activity for the years ended December 31, 2023, 2022 and 2021 (in millions,
except share and per share data):
Unvested restricted shares at January 1, 2021
Granted
Vested
Forfeited
Unvested restricted shares at December 31, 2021
Granted
Vested
Forfeited
Unvested restricted shares at December 31, 2022
Granted
Vested
Forfeited
Unvested restricted shares at December 31, 2023
Number of Shares
Weighted Average
Grant Date Fair Value
Fair Value of
Shares Vested
810,814 $
290,607 $
(305,747) $
(7,654) $
788,020 $
372,610 $
(278,359) $
(27,504) $
854,767 $
381,858 $
(243,776) $
(55,198) $
937,651 $
105.92
131.84
91.06 $
113.02
121.18
166.27
106.98 $
157.11
144.19
132.73
139.03 $
153.68
140.30
27.8
29.8
33.9
We capitalize a portion of share-based compensation costs for employees who work directly on construction and development of our
communities. We recognized the following share-based compensation costs (in millions):
Share-based compensation - expensed(1)
Share-based compensation - capitalized(2)
(1) Recorded within General and administrative expense on the Consolidated Income Statements.
(2) Capitalized to Land improvements and buildings on the Consolidated Balance Sheets.
Year Ended
December 31, 2023 December 31, 2022 December 31, 2021
$
$
40.4 $
2.5 $
37.6 $
— $
28.0
—
The remaining unrecognized share-based compensation cost, net related to our unvested restricted shares, which includes estimated
forfeitures, as of December 31, 2023 was approximately $86.4 million and is expected to be recognized over a weighted average
period of 1.7 years. Forfeitures are estimated at the grant date and are included monthly within compensation cost. The following table
summarizes our expected share-based compensation cost, net related to our unvested restricted shares, in millions:
Expected share-based compensation costs, net
$
34.0 $
25.5 $
16.9 $
10.0
2024
2025
2026
Thereafter
F - 47
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. Segment Reporting
We group our 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 managing the business, making operating decisions,
allocating resources and evaluating operating performance. As described in Note 1, "Significant Accounting Policies," our three
reportable segments are: (i) MH communities, (ii) RV communities and (iii) Marinas. Hybrid properties are classified to a segment
based on the predominant site counts at the properties. We evaluate segment operating performance based on NOI.
F - 48
A presentation of our segment financial information is summarized as follows (amounts in millions):
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
Year Ended
December 31, 2022
December 31, 2021
MH
RV
Marina
Consolidated
MH
RV
Marina
Consolidated
MH
RV
Marina
Consolidated
Operating revenues
$ 1,487.4 $
698.4 $
932.8 $
3,118.6
$ 1,422.8 $
689.9 $
786.9 $
2,899.6
$ 1,059.7 $
606.4 $
564.1 $
Operating expenses / Cost of sales
709.0
358.5
620.8
1,688.3
661.1
359.6
498.4
1,519.1
438.7
318.8
351.8
NOI
$
778.4 $
339.9 $
312.0 $
1,430.3
$
761.7 $
330.3 $
288.5 $
1,380.5
$
621.0 $
287.6 $
212.3 $
Adjustments to arrive at net income
Interest income
Brokerage commissions and other revenues,
net
General and administrative expense
Catastrophic event-related charges, net
Business combination expense, net
Depreciation and amortization
Asset impairments
Goodwill impairment
Loss on extinguishment of debt (see Note 9)
Interest expense
Interest on mandatorily redeemable preferred
OP units / equity
Gain / (loss) on remeasurement of marketable
securities
Gain / (loss) on foreign currency exchanges
Gain on dispositions of properties
Other expense, net
Gain / (loss) on remeasurement of notes
receivable
Income from nonconsolidated affiliates (see
Note 7)
Loss on remeasurement of investment in
nonconsolidated affiliates
Current tax expense (see Note 13)
Deferred tax benefit / (expense) (see Note 13)
Net Income / (Loss)
Less: Preferred return to preferred OP
units / equity interests
Less: Income attributable to
noncontrolling interests
Net Income / (Loss) Attributable to SUI
Common Shareholders
45.4
60.6
(270.2)
(3.8)
(3.0)
(660.0)
(10.1)
(369.9)
—
(325.8)
(3.3)
(16.0)
(0.3)
11.0
(7.5)
(106.7)
16.0
(4.2)
(14.5)
22.9
(209.1)
12.3
(8.1)
35.2
34.9
(256.8)
(17.5)
(24.7)
(601.8)
(3.0)
—
(4.4)
(229.8)
(4.2)
(53.4)
5.4
12.2
(2.1)
(0.8)
2.9
(2.7)
(10.3)
4.2
263.8
11.0
10.8
2,230.2
1,109.3
1,120.9
12.2
30.2
(181.3)
(2.2)
(1.4)
(522.7)
—
—
(8.1)
(158.6)
(4.2)
33.5
(3.7)
108.1
(12.1)
0.7
4.0
(0.2)
(1.2)
(0.1)
413.8
12.1
21.5
$
(213.3)
$
242.0
$
380.2
F - 49
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
December 31, 2022
MH
RV
Marina
Consolidated
MH
RV
Marina
Consolidated
$
7,510.3 $
3,718.8 $
3,214.5 $
14,443.6
$
7,181.7 $
3,744.3 $
3,045.0 $
13,971.0
24.5
—
181.3
247.6
56.2
182.0
88.3
380.2
11.8
—
24.3
119.7
—
9.5
29.0
47.6
6.4
—
—
54.3
—
541.5
252.2
240.7
42.7
—
205.6
421.6
56.2
733.0
369.5
668.5
49.4
82.4
189.1
475.2
—
467.4
97.9
356.1
30.3
44.9
13.6
96.5
—
9.5
32.6
63.0
10.7
—
—
45.6
—
541.5
271.5
236.0
90.4
127.3
202.7
617.3
—
1,018.4
402.0
655.1
$
8,670.4 $
3,960.7 $
4,309.6 $
16,940.7
$
8,899.2 $
4,034.7 $
4,150.3 $
17,084.2
Identifiable Assets
Investment property, net
Cash, cash equivalents and
restricted cash
Marketable securities
Inventory of manufactured
homes
Notes and other receivables,
net
Collateralized receivables, net
Goodwill
Other intangible assets, net
Other assets, net
Total Assets
13. Income Taxes
We have elected to be taxed as a REIT pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended ("Code"). In
order for us to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources. In addition, a
REIT must distribute annually at least 90% of its REIT taxable income (calculated without any deduction for dividends paid and
excluding capital gains) to its shareholders 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, 2023.
As a REIT, we generally will not be subject to U.S. federal income taxes at the corporate level on the ordinary taxable income we
distribute to our shareholders 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, Puerto Rico and the UK due to certain properties located in those jurisdictions. 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. As currently structured, we are not subject to UK withholding taxes on distributions from
our UK properties. However, we are subject to Australian withholding taxes on distributions from our investments in Ingenia
Communities Group ("Ingenia") which was sold during the three months ended December 31, 2023. Refer to Note 16, "Fair Value of
Financial Instruments," for additional details related to the sale of our shares in Ingenia.
For income tax purposes, distributions paid to common shareholders consist of ordinary income, capital gains, and return of capital.
For the years ended December 31, 2023, 2022 and 2021, 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, 2023
December 31, 2022
December 31, 2021
Amount
Percentage
Amount
Percentage
Amount
Percentage
$
$
2.30
—
1.37
3.67
62.62 % $
— %
37.38 %
100.00 % $
2.55
—
0.92
3.47
73.62 % $
— %
26.38 %
100.00 % $
2.31
—
0.97
3.28
70.47 %
— %
29.53 %
100.00 %
(1) 98.924258% of the ordinary taxable dividend qualifies as a Section 199A dividend for 2023 and 1.075742% of the ordinary taxable dividend qualifies as a Qualified
Dividend for 2023.
F - 50
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of income / (loss) attributable to taxable subsidiaries before provision for income taxes are as follows (in millions):
Domestic
Foreign
Income / (loss) before provision for income taxes
Year Ended
December 31, 2023 December 31, 2022 December 31, 2021
$
$
(21.0) $
(46.2)
(67.2) $
(13.4) $
24.8
11.4 $
(7.8)
2.6
(5.2)
The components of our provision / (benefit) for income taxes attributable to continuing operations for the years ended December 31,
2023, 2022 and 2021 are as follows (amounts in millions):
Federal
Current
Deferred
State and Local
Current
Deferred
Foreign
Current
Deferred
Total provision / (benefit)
December 31, 2023 December 31, 2022 December 31, 2021
Year Ended
$
$
— $
—
2.9
—
11.6
(22.9)
(8.4) $
— $
—
2.3
—
8.0
(4.2)
6.1 $
—
—
1.1
(0.1)
0.1
0.2
1.3
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 years ended December 31, 2023, 2022 and 2021 is as follows (amounts in
millions):
Pre-tax income / (loss) attributable to taxable subsidiaries
$
(67.2)
$
11.4
$
(5.2)
December 31, 2023
December 31, 2022
December 31, 2021
Year Ended
Federal provision / (benefit) at statutory tax rate
State and local taxes, net of federal benefit
Rate differential
Change in valuation allowance
Non-U.S. income taxed at other than the U.S. federal
statutory tax rate
Others
Tax provision / (benefit) - taxable subsidiaries
Other state taxes - flow through subsidiaries
Total provision / (benefit)
$
(14.1)
1.4
(4.7)
5.4
3.1
(1.0)
(9.9)
1.5
(8.4)
21.0 %
(2.0) %
7.0 %
(8.1) %
(4.6) %
1.4 %
14.7 %
$
2.4
0.7
(0.4)
2.8
(0.6)
(0.4)
4.5
1.6
6.1
21.0 %
6.5 %
(3.5) %
24.5 %
(5.5) %
(3.0) %
40.0 %
$
(1.1)
0.2
0.1
3.4
—
(2.1)
0.5
0.8
1.3
21.0 %
(3.8) %
(2.7) %
(65.0) %
— %
39.8 %
(10.7) %
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, depreciation, interest and basis differences between tax and
GAAP. Our deferred tax assets that have a full valuation allowance relate to our taxable REIT subsidiaries.
F - 51
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 most recent tax rate legislation (amounts in millions):
Deferred Tax Assets
NOL carryforwards
Depreciation and basis differences
Restricted interest carryforwards
Other
Gross deferred tax assets
Valuation allowance
Net deferred tax assets(1)
Deferred Tax Liabilities
Basis differences - US assets
Basis differences - foreign investment(2)
Gross deferred tax liabilities(3)
December 31, 2023 December 31, 2022 December 31, 2021
As of
$
28.7 $
25.9 $
27.4
51.9
5.4
113.4
(55.3)
58.1
—
(335.2)
(335.2)
26.0
25.2
4.9
82.0
(49.8)
32.2
—
(340.8)
(340.8)
26.2
23.7
—
0.1
50.0
(47.0)
3.0
(1.2)
(22.5)
(23.7)
Net Deferred Tax Liability
$
(277.1) $
(308.6) $
(20.7)
(1) Net deferred tax assets are included within Other assets, net in our Consolidated Balance Sheets.
(2) Balance as of December 31, 2023 relates to basis differences in our foreign investments in properties in the UK and Canada.
(3) Gross deferred tax liabilities are included within Other liabilities in our Consolidated Balance Sheets.
Our U.S. taxable REIT subsidiaries operating loss carryforwards are $138.0 million, or $28.7 million after tax, including SHS loss
carryforwards of $134.1 million, or $28.2 million after tax, as of December 31, 2023. The loss carryforwards will begin to expire in
2024 through 2035 if not offset by future taxable income. In addition, our Canadian subsidiaries have operating loss carryforwards of
$0.1 million, or $0.0 million after tax, as of December 31, 2023. The loss carryforwards will begin to expire in 2040 through 2042 if
not offset by future taxable income.
We had no unrecognized tax benefits as of December 31, 2023 and 2022. We expect no significant increases or decreases in
unrecognized tax benefits due to changes in tax positions within one year of December 31, 2023.
We classify certain state taxes as income taxes for financial reporting purposes. We recorded provisions for state income taxes of
$2.9 million, $2.3 million and $1.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.
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, 2023, 2022 and 2021.
14. Earnings / (Loss) Per Share
Earnings / (loss) per share ("EPS") is computed by dividing net income or loss by the weighted average number of common shares
outstanding during the period on a basic and diluted basis. We calculate diluted EPS using the more dilutive of the treasury stock
method and the two-class method for stock option and restricted common shares, the treasury stock method for forward equity sales
and the if converted method for convertible units.
From time to time, we enter into forward equity sales agreements, which are discussed in Note 10, "Equity and Temporary Equity."
We considered the potential dilution resulting from the forward equity sales agreements on the EPS calculations. At inception, the
agreements do not have an effect on the computation of basic EPS as no shares are delivered unless there is a physical settlement.
Common shares issued upon the physical settlement of the forward equity sales agreements, weighted for the period these common
shares are outstanding, are included in the denominator of basic EPS. To determine the dilution resulting from the forward equity sales
agreements during the period of time prior to settlement, we calculate the number of weighted-average shares outstanding - diluted in
accordance with the treasury stock method.
F - 52
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our potentially dilutive securities include our potential common shares related to our forward equity offerings, 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 J preferred OP units, Series K preferred OP units and Series L preferred OP
units, which, if converted or exercised, may impact dilution.
Diluted EPS considers the impact of potentially dilutive securities except when the potential common shares have an anti-dilutive
effect. Our unvested restricted stock common shares contain rights to receive non-forfeitable distributions and participate equally with
common stock with respect to distributions issued or declared, and thus, are participating securities, requiring the two-class method of
computing EPS. 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 two-class method determines EPS by
(1) dividing the sum of distributed earnings allocated to common shareholders and undistributed earnings allocated to common
shareholders by the weighted average number of shares of common stock outstanding for the period; and (2) dividing the sum of
distributed earnings allocated to participating securities and undistributed earnings allocated to participating securities by the weighted
average number of shares of participating securities for the period. The remaining potential dilutive common shares do not contain
rights to distributions and are included in the computation of diluted EPS.
Computations of basic and diluted EPS were as follows (in millions, except per share data):
Numerator
Net income / (loss) attributable to SUI common shareholders
Less: allocation to restricted stock awards
Basic earnings - net income / (loss) attributable to common shareholders after allocation to
restricted stock awards
Add: allocation to common and preferred OP units dilutive effect
Add: allocation to restricted stock awards
Diluted earnings - net income / (loss) attributable to common shareholders after allocation to
common and preferred OP units(1)(2)
Denominator
Weighted average common shares outstanding
Add: common shares dilutive effect from Forward Equity Offering
Add: dilutive restricted stock
Add: common and preferred OP units dilutive effect
Diluted weighted average common shares and securities(1)(2)
EPS Available to Common Shareholders After Allocation
Basic earnings / (loss) per share
Diluted earnings / (loss) per share(1)(2)
December 31,
2023
Year Ended
December 31,
2022
December 31,
2021
$
$
$
$
$
$
$
(213.3) $
(1.8)
(211.5) $
—
(1.8)
242.0 $
1.4
240.6 $
4.7
—
(213.3) $
245.3 $
123.4 $
—
0.4
—
123.8 $
120.2 $
0.2
—
2.5
122.9 $
(1.71) $
(1.72) $
2.00 $
2.00 $
380.2
2.4
377.8
8.6
—
386.4
112.6
—
—
2.5
115.1
3.36
3.36
(1) For the year ended December 31, 2023, diluted earnings per share was calculated using the treasury stock method for restricted stock awards as the application of this
method resulted in a more diluted earnings per share during those periods.
(2) For the years ended December 31, 2022 and 2021, diluted earnings per share was calculated using the two-class method for restricted stock awards as the application
of this method resulted in a more diluted earnings per share during those periods.
F - 53
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We have excluded certain convertible securities from the computation of diluted EPS because the inclusion of those 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 EPS as of December 31, 2023, 2022 and 2021 (amounts in thousands):
Common OP units
A-1 preferred OP units
A-3 preferred OP units
Aspen preferred OP units(1)
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(2)
Series J preferred OP units
Series K preferred OP units
Series L preferred OP units
Total Securities
December 31, 2023 December 31, 2022 December 31, 2021
Year Ended
2,735
202
40
N/A
306
489
80
90
211
581
N/A
238
1,000
20
5,992
—
208
40
1,259
306
489
80
90
241
581
N/A
240
N/A
N/A
3,534
—
275
40
1,284
306
489
90
90
241
581
922
240
N/A
N/A
4,558
N/A = Not applicable.
(1) All of our outstanding Aspen preferred OP units converted during the year ended December 31, 2023.
(2) All of our outstanding Series I preferred OP units converted during the year ended December 31, 2022.
15. Derivative Financial Instruments
We hold treasury rate lock contracts, interest rate swaps, and forward swaps for interest rate risk management purposes. We do not
enter into derivative instruments for speculative purposes. As of December 31, 2023 and 2022, respectively, we held 13 and 5
derivative contracts, which have each been designated as cash flow hedges under ASC Topic 815, "Derivatives and Hedging." The
risks being hedged are the interest rate risk related to outstanding floating rate debt and forecasted debt issuance transactions, and the
benchmark interest rates used are the SOFR and the SONIA Rate.
Derivative Contract Activity
During the year ended December 31, 2023 and 2022, we entered into the following derivative contracts (with notional amounts in
millions):
Period
(Three months ended)
Number of
Contracts
Instrument Type
Currency
December 31, 2023
7 Forward Swap
September 30, 2023
March 31, 2023
Total
December 31, 2022
September 30, 2022
Total
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
Interest Rate Swap
1
2
1
1
12
1 Forward Swap
2
Interest Rate Swap
2 Treasury Rate Locks(2)
5
USD
USD
USD
GBP(1)
USD
USD
GBP(3)
Notional
Amount
Index
Type
Hedged Item
$ 255.0 SOFR
Future Debt Offering
25.0 SOFR
Term Loan Senior Credit Facility
125.0 SOFR
Term Loan Senior Credit Facility
127.3 SONIA Term Loan Senior Credit Facility
50.0 SOFR
Future Debt Offering
$ 582.3
$
50.0 SOFR
Future Debt Offering
483.6 SONIA Future Debt Offering
200.0 SOFR
Future Debt Offering
$ 733.6
(1) The notional amount of the swap contract in local currency is £100.0 million. The USD equivalent amount is converted as of December 31, 2023.
(2) This includes two $100.0 million treasury rate locks.
(3) The notional amount of the swap contract in local currency is £400.0 million. The USD equivalent amount is converted as of December 31, 2022.
F - 54
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2023 and 2022, we terminated the following derivative contracts (amounts in millions):
Period
(Three months ended)
December 31, 2023
March 31, 2023
Total
June 30, 2022
Total
Type
Currency
Notional Amount
Cash Settlement Received
Interest Rate Swap
USD
Treasury Rate Locks & Forward Swap(1) USD
Treasury Rate Locks(2)
USD
$
$
$
50.0 $
250.0
300.0 $
600.0
600.0 $
6.0
7.4 (1)
13.4
35.3 (2)
35.3
(1) These includes two $100.0 million treasury rate locks and one $50.0 million forward swap which were terminated in connection with the 2033 Notes issuance.
(2) These includes four $150.0 million treasury rate locks which were terminated in connection with the issuance of $600.0 million of senior unsecured notes issued
April 2022.
As of December 31, 2023, the net accumulated gains from the aforementioned settlements are included in Accumulated other
comprehensive income / (loss) on our Consolidated Balance Sheets, and will be amortized as a reduction to interest expense over the
term of the hedged transactions.
The following table presents the gross fair value amounts of our derivative financial instruments and the associated notional amounts
(in millions):
Derivatives designated as cash flow hedges
Notional
December 31, 2023
December 31, 2022
Fair Value
of Assets(1)
Fair Value of
Liabilities(2)
Notional
Fair Value
of Assets(1)
Fair Value of
Liabilities
Interest rate derivatives
$
1,041.5 $
11.7 $
7.7
$
733.6 $
32.0 $
—
(1) Included within Other assets, net on the Consolidated Balance Sheets.
(2) Included within Other liabilities on the Consolidated Balance Sheets.
The following table presents the gain / (loss) on derivatives in cash flow hedging relationships recognized in Accumulated other
comprehensive income / (loss) (in millions):
Derivatives designated as cash flow hedges
Interest rate derivatives
Year Ended
December 31, 2023 December 31, 2022 December 31, 2021
$
(4.9) $
64.3 $
0.4
The following table presents the amount of gains on derivative instruments reclassified from Accumulated other comprehensive
income / (loss) into earnings (in millions):
Derivatives designated as cash flow hedges
Financial Statement Classification December 31, 2023 December 31, 2022 December 31, 2021
Interest rate derivatives
Interest expense
$
14.9 $
1.3 $
—
Year Ended
Refer to Note 1, "Significant Accounting Policies," for disclosure of where cash flows associated with derivative instruments and their
related gains and losses are presented in the statement of cash flows. Refer to Note 16, "Fair Value of Financial Instruments," for
additional information related to the fair value methodology used for derivative financial instruments and Note 21, "Subsequent
Events," for information regarding additional derivatives transactions subsequent to year end.
F - 55
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. Fair Value of Financial Instruments
Our financial instruments consist primarily of cash, cash equivalents and restricted cash, marketable securities, notes and other
receivables, derivative assets and liabilities, debt, warrants and other liabilities. We utilize fair value measurements to record fair value
adjustments to certain assets and liabilities and to determine fair value disclosures, pursuant to ASC 820, "Fair Value Measurements
and Disclosures."
Assets by Hierarchy Level
The table below sets forth our financial assets and liabilities (in millions) that require disclosure of fair value on a recurring basis as of
December 31, 2023. The table presents the carrying values and fair values of our financial instruments as of December 31, 2023 and
2022, that were measured using the valuation techniques described in Note 1, "Significant Accounting Policies." The table excludes
other financial instruments such as 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. These are classified as Level 1 in the hierarchy.
December 31, 2023
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Carrying
Value
Total
Financial Assets
Cash, cash equivalents and restricted cash
$
42.7 $
42.7 $
— $
— $
Installment notes receivable on manufactured homes, net
Notes receivable from real estate developers and operators
Collateralized receivables, net
Derivative assets
19.6
134.5
56.2
11.7
—
—
—
—
Total assets measured at fair value
$
264.7 $
42.7 $
—
—
—
11.7
11.7 $
19.6
134.5
56.2
—
210.3 $
42.7
19.6
134.5
56.2
11.7
264.7
Financial Liabilities
Mortgage loan payable
Secured borrowings on collateralized receivables
Total secured debt
Unsecured debt
Senior unsecured notes
Line of credit and other unsecured debt
Total unsecured debt
Derivative liabilities
Other financial liabilities (contingent consideration)
$
3,478.9 $
— $
3,167.0 $
— $
3,167.0
55.8
3,534.7
2,177.5
2,065.1
4,242.6
7.7
20.2
—
—
—
—
—
—
—
—
3,167.0
1,973.2
2,065.1
4,038.3
7.7
—
55.8
55.8
—
—
—
—
20.2
55.8
3,222.8
1,973.2
2,065.1
4,038.3
7.7
20.2
Total liabilities measured at fair value
$
7,805.2 $
— $
7,213.0 $
76.0 $
7,289.0
F - 56
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022
Fair Value
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Carrying
Value
Total
Financial Assets
Cash, cash equivalents and restricted cash
$
90.4 $
Marketable securities
Installment notes receivable on manufactured homes, net
Notes receivable from real estate developers and operators
Derivative assets
127.3
65.9
305.2
32.0
90.4 $
127.3
—
—
—
Total assets measured at fair value
$
620.8 $
217.7 $
— $
— $
—
—
—
32.0
32.0 $
—
65.9
305.2
—
371.1 $
90.4
127.3
65.9
305.2
32.0
620.8
Financial Liabilities
Mortgage loan payable
Unsecured debt
$
3,217.8 $
— $
2,814.1 $
— $
2,814.1
Senior unsecured notes
Line of credit and other unsecured debt
Total unsecured debt
Other financial liabilities (contingent consideration)
1,779.6
2,199.8
3,979.4
20.2
—
—
—
—
1,432.7
2,199.8
3,632.5
—
—
—
—
20.2
1,432.7
2,199.8
3,632.5
20.2
Total liabilities measured at fair value
$
7,217.4 $
— $
6,446.6 $
20.2 $
6,466.8
We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value
disclosures. The following methods and assumptions were used in order to estimate the fair value of each class of financial
instruments for which it is practicable to estimate that value:
Cash, Cash Equivalents and Restricted Cash
The carrying values of cash, cash equivalents and restricted cash approximate their fair market values due to the short-term nature of
the instruments. These are classified as Level 1 in the hierarchy.
Marketable Securities
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 millions):
Beginning Balance
Change in fair value measurement
Foreign currency exchange losses
Dividend reinvestment, net of tax
Dispositions(1)
Ending Balance
December 31, 2023
December 31, 2022
$
$
127.3 $
(16.0)
(7.8)
—
(103.5)
— $
186.9
(53.4)
(7.7)
1.5
—
127.3
(1) During the year ended December 31, 2023, we sold our 41.8 million share position in Ingenia, generating $102.5 million of proceeds, net of $1.0 million of
underwriting and other fees, with a realized loss of $8.0 million. The proceeds were used to pay down amounts drawn under our Senior Credit Facility.
Installment Notes Receivable on Manufactured Homes and Collateralized Receivables
Installment notes receivable on manufactured homes and collateralized receivables are recorded at fair value and are measured using
model-derived indicative pricing using primarily unobservable inputs, inclusive of default rates, interest rates and recovery rates
(Level 3). Refer to Note 4, "Notes and Other Receivables" and Note 5, "Collateralized Receivables and Transfers of Financial Assets,"
for additional information.
F - 57
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Notes Receivable from Real Estate Developers and Operators
Notes receivable from real estate developers and operators are recorded at fair value and are measured using model-derived indicative
pricing using primarily unobservable inputs including interest rates and counterparty performance (Level 3). 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 primarily
by underlying real estate and other collateral and / or personal guarantees. Refer to Note 4, "Notes and Other Receivables," for
additional information.
Derivatives Assets and Liabilities - Interest Rate Derivatives
Interest rate derivatives are recorded at fair value and consist of treasury rate lock contracts, interest rate swaps and forward swaps.
The fair value of these financial instruments are measured using observable inputs based on the 10-year treasury note rate, the SOFR
and SONIA Rates, respectively (Level 2).
Secured Debt
Mortgage term loans - the fair value of mortgage term loans is based on the estimates of management and on rates currently quoted,
rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). Refer to Note 9, "Debt and Line of
Credit," for additional information.
Secured borrowings on collateralized receivables - recorded at fair value and adjusted based on the same interest rates as the related
collateralized receivables (Level 3). Refer to Note 5, "Collateralized Receivables and Transfers of Financial Assets" and Note 9, "Debt
and Line of Credit," for additional information.
Unsecured Debt
Senior unsecured notes - the fair value of senior unsecured notes is based on the estimates of management and on rates currently
quoted, rates currently prevailing for comparable loans and instruments of comparable maturities (Level 2). Refer to Note 9, "Debt and
Line of Credit," for additional information.
Line of credit and other unsecured debt - consists primarily of our Senior Credit Facility. We have variable rates on our Senior Credit
Facility. The fair value of the debt with variable rates approximates carrying value as the interest rates of these amounts approximate
market rates (Level 2). The estimated fair value of our debt as of December 31, 2023 approximated its gross carrying value.
Other Financial Liabilities
We estimate the fair value of contingent consideration liabilities 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).
Level 3 Reconciliation, Measurements and Transfers
We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may
result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3
at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and
consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3. There were no transfers
into or out of Level 3 during the years ended December 31, 2023 and 2022.
F - 58
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables summarize changes to our financial instruments carried at fair value and classified within Level 3 of the fair
value hierarchy for the years ended December 31, 2023 and 2022 (in millions):
December 31, 2023
December 31, 2022
Year Ended
Installment
Notes
Receivable
on MH, net
Notes
Receivable
From Real
Estate
Developers and
Operators
Collateralized
Receivables,
net
Warrants
Installment
Notes
Receivable
on MH, net
Notes
Receivable
From Real
Estate
Developers and
Operators
Warrants
Assets:
Level 3 beginning balance
at December 31, 2023 and
2022
Realized gains / (losses)
$
Purchases and issuances
Sales and settlements
$
65.9
(3.8) (1)
22.0
(9.2)
$
305.2
(102.9) (1)
187.4
(275.0)
$
—
1.5 (2)
—
(0.6)
$
—
(0.4) (3)
0.4
—
79.1 $
(0.8)
1.0
(13.4)
284.0 $
—
79.3
(34.9)
—
(3.4) (3)
3.4
—
—
19.7
(55.3)
Foreign currency exchange
gains / (losses)
Other adjustments(4)
Level 3 ending balance at
December 31, 2023 and
2022
(1) Realized losses recorded within Gain / (loss) on remeasurement of notes receivable on the Consolidated Statements of Operations.
(2) Realized gains recorded within Other expense, net on the Consolidated Statements of Operations.
(3) Realized losses recorded within Income from nonconsolidated affiliates on the Consolidated Statements of Operations.
(4) Primarily relates to the transfer of Installment notes receivable classified Collateralized receivables, net. Refer to Note 5, "Collateralized Receivables and Transfers of
305.2 $
65.9 $
(23.3)
134.5
19.6
56.2
55.3
0.1
0.1
—
—
—
—
—
—
—
—
—
$
$
$
$
$
Financial Assets." for additional details.
Liabilities:
Level 3 beginning balance at December 31, 2023 and 2022
$
Realized losses
Purchases and issuances
Sales and settlements
Other adjustments
Level 3 ending balance at December 31, 2023 and 2022(1)
$
Year Ended
December 31, 2023
December 31, 2022
Secured
Borrowing on
Collateralized
Receivables
Other Liabilities
(Contingent
Consideration)
Secured
Borrowing on
Collateralized
Receivables
Other Liabilities
(Contingent
Consideration)
$
—
1.9 (1)
54.5
(0.6)
—
55.8
20.2
$
— $
—
—
—
—
—
—
—
—
$
20.2
$
— $
20.2
—
—
—
—
20.2
(1) Realized losses are recorded within Other expense, net on the Consolidated Statements of Operations.
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 as of December 31, 2023. As such, our estimates of fair value could differ significantly from the
actual carrying value.
17. Commitments and Contingencies
Legal Proceedings - Class Action Litigation
Since August 31, 2023, several putative class action complaints have been filed in the U.S. District Court for the Northern District of
Illinois, Eastern Division, against Datacomp Appraisal Systems, Inc., us, and nine other large MH operators in the United States. The
complaint alleges that the defendants have violated federal antitrust laws by sharing and receiving competitively sensitive non-public
information to maintain artificially high site rents. The complaints have been consolidated into the case captioned In re Manufactured
Home Lot Rents Antitrust Litigation, No. 1:23-cv-06715.
F - 59
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Plaintiffs seek both injunctive relief and monetary damages, as well as attorneys' fees. We are unable to estimate a range of loss, if
any, that could result were there to be an adverse final decision in this litigation. If an unfavorable result were to occur, it is possible
that the impact could be material to our results of operations in the periods in which any such outcome becomes probable and
estimable.
We believe that the plaintiffs' allegations are without merit and intend to defend against them vigorously. However, litigation is
inherently uncertain and there can be no assurance regarding the likelihood that our defense of this litigation will be successful.
Other Legal Proceedings
We are involved in various other legal proceedings arising in the ordinary course of business. All such other proceedings, taken
together, are not expected to have a material adverse impact on our results of operations or financial condition.
Catastrophic Event-Related Charges
When Hurricane Ian made landfall on Florida's western coast in September 2022, the storm primarily affected three RV properties in
the Fort Myers area, comprising approximately 2,500 sites. These properties sustained significant flooding and wind damage from the
hurricane. At other affected MH and RV properties, most of the damage was limited to trees, roofs, fences, skirting and carports. At
affected marina properties, seawalls, docks, buildings, and landscaping sustained wind and water damage.
We maintain property, casualty, flood and business interruption insurance for our community portfolio, subject to customary
deductibles and limits.
Estimated property insurance recoveries, excluding business interruption recoveries, of $56.7 million related to Hurricane Ian were
recorded in Notes and other receivables, net on the Consolidated Balance Sheets as of December 31, 2023. The table below sets forth
changes in estimated property insurance recoveries, excluding business interruption recoveries (in millions):
Total estimated insurance receivable - December 31, 2022
Change in estimated property insurance recoveries
Proceeds received from insurer
Total estimated insurance receivable - December 31, 2023
Year Ended
December 31, 2023
$
$
54.9
46.7
(44.9)
56.7
Changes in estimated property insurance recoveries related to Hurricane Ian during the year ended December 31, 2023 were primarily
the result of $51.5 million of incremental costs that exceeded the applicable deductible, net of a $4.8 million reduction due to a
decrease in the estimated property impairment. The foregoing estimates are based on current information available, and we continue to
assess these estimates. Actual charges and insurance recoveries could vary significantly from these estimates. Any changes to these
estimates will be recognized in the period(s) in which they are determined.
We are actively working with our insurance providers on claims for business interruption recoveries. During the year ended December
31, 2023, we recognized $20.2 million, net of deductibles, for the lost earnings covering September 28, 2022, the date of the hurricane
event, through August 31, 2023. These recoveries were included in Brokerage commissions and other, net on our Consolidated
Statements of Operations during the year ended December 31, 2023. The related communities are under redevelopment. As such, we
currently cannot estimate a date when operating results will be restored to pre-hurricane levels. Our business interruption insurance
policy provides for up to 60 months of coverage from the date of restoration.
In December 2023, one of our RV properties with approximately 300 sites sustained property damage due to heavy rainfall and
flooding in the North Conway, New Hampshire area. Based on a preliminary review performed by an insurance adjuster, we
recognized asset impairment charges of $7.0 million during the three months ended December 31, 2023, primarily related to site
improvements, vacation rental cabins, and equipment. The impairment charges were recorded within Catastrophic event-related
charges, net in our Consolidated Statements of Operations. The foregoing estimates are based on current information available after
the preliminary review of the damages incurred. Actual charges and insurance recoveries could differ from these estimates. Any
changes to these estimates will be recognized in the period(s) in which they are determined.
F - 60
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. Leases
Lessee Accounting
We lease land under non-cancelable operating leases at certain MH, RV and marina properties expiring at various dates through 2100.
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 2042.
Future minimum lease payments under non-cancellable leases as of December 31, 2023 where we are the lessee include (in millions):
Maturity of Lease Liabilities
2024
2025
2026
2027
2028
Thereafter
Total Lease Payments
Less: Imputed interest
Present Value of Lease Liabilities
Finance Leases
Operating Leases
Total
4.6 $
13.9 $
0.5
0.5
0.5
0.5
21.5
28.1 $
(13.8)
14.3 $
13.8
12.3
10.3
9.6
236.3
296.2 $
(136.7)
159.5 $
$
$
$
18.5
14.3
12.8
10.8
10.1
257.8
324.3
(150.5)
173.8
Right-of-use ("ROU") assets and lease liabilities for finance and operating leases as included in our Consolidated Balance Sheets are
as follows (in millions):
Lease Assets
Description
Financial Statement
Classification
As of
December 31, 2023
December 31, 2022
Finance lease, ROU asset, net of accumulated amortization
Investment property, net
Operating lease, ROU asset, net
Below market operating leases, net
Lease Liabilities
Finance lease liabilities
Operating lease liabilities
Other assets, net
Other assets, net
Other liabilities
Other liabilities
$
$
$
$
$
32.6 $
176.0 $
95.0 $
14.3 $
159.5 $
32.2
189.4
90.9
15.0
160.3
The components of lease costs for finance and operating leases, as included in our Consolidated Statements of Operations are as
follows (in millions):
Description
Financial Statement Classification
December 31, 2023
December 31, 2022
December 31, 2021
Year Ended
Finance Lease Cost
Amortization of ROU assets Depreciation and amortization
Interest on lease liabilities
Operating lease cost
Operating lease
impairment(1)
Variable lease cost
Total Lease Cost
Interest expense
General and administrative expense, Property
operating and maintenance,
Depreciation and amortization
Other expense, net
Property operating and maintenance
(1) Refer to Note 1, "Significant Accounting Policies," for additional details.
$
$
1.6 $
0.6
19.2
—
8.7
2.7 $
0.5
8.5
4.0
3.0
30.1 $
18.7 $
—
0.2
11.4
—
6.8
18.4
F - 61
Lease term, discount rates and additional information for finance and operating leases are as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUN COMMUNITIES, INC.
Lease Term and Discount Rate
Weighted-average Remaining Lease Terms (years)
Finance lease
Operating lease
Weighted-average Discount Rate
Finance lease
Operating lease
As of
December 31, 2023
December 31, 2022
36.63
27.71
3.59 %
3.82 %
37.87
33.97
3.38 %
3.80 %
Other Information (in millions)
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
December 31, 2023
December 31, 2022
December 31, 2021
Year Ended
Operating cash outflows for operating leases
Financing cash outflows for finance leases
Total Cash Paid on Lease Liabilities
$
$
13.5 $
0.8
14.3 $
12.1 $
6.2
18.3 $
6.6
0.3
6.9
During the year ended December 31, 2022, we vacated certain of our leased spaces to better align with our needs and workplace
strategies. As a result, we impaired the corresponding operating lease right of use assets, resulting in a charge of $4.0 million recorded
within Other expense, net within the Consolidated Statement of Operations.
Lessor Accounting
We are not the lessor for any finance leases at our MH, RV or marina properties as of December 31, 2023.
Nearly all of our operating leases with our residents and customers 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 December 31, 2023, future minimum lease payments with our
residents or customers would not exceed 12 months.
We do not have any operating leases with real estate operators at our MH properties. At our RV communities and marinas, future
minimum lease payments under non-cancellable leases with real estate operators where we are the lessor include the following as of
December 31, 2023 (in millions):
Maturity of Lease Payments
Operating Leases
2024
2025
2026
2027
2028
Thereafter
Total Undiscounted Cash Flows
$
$
22.4
15.9
11.4
7.4
6.5
72.7
136.3
The components of lease income for our operating leases, as included in our Consolidated Statement of Operations are as follows (in
millions):
Description
Financial Statement Classification
December 31, 2023
December 31, 2022
December 31, 2021
Year Ended
Operating Leases
Fixed lease income
Variable lease income(1)
Income from real property; Brokerage
commissions and other revenue, net
Income from real property; Brokerage
commissions and other revenue, net
$
$
(1) Consists of rent primarily based on a percentage of operating revenues beyond target thresholds.
31.6 $
5.2 $
28.9 $
2.9 $
23.0
5.7
F - 62
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2021, we terminated our operating ground lease agreements at two properties and settled a
contingent consideration earn-out provision in the amount of $17.2 million. As these properties were deemed asset acquisitions, the
contingent consideration payment was recognized as an additional purchase price within Land improvements and buildings in the
Consolidated Balance Sheets, and within Acquisition of properties, net of cash acquired, in the Consolidated Statement of Cash Flows.
In conjunction with the termination, we entered into management agreements with the previous operators to manage these properties
effective January 1, 2022.
During the year ended December 31, 2021, we terminated our operating ground lease agreement at one property and settled a
contingent consideration earnout provision in the amount of $20.1 million. The initial contingent consideration liability of $9.8 million
was recognized at acquisition within Investment property in the Consolidated Balance Sheets, and within financing in the
Consolidated Statement of Cash Flows. As this property was deemed a business combination, incremental contingent consideration
expense of $10.3 million was recognized within Other expense, net in the Consolidated Statement of Operations and within Operating
in the Consolidated Statement of Cash Flows. In conjunction with the termination, we entered into a management agreement with the
previous operator to manage the property effective January 1, 2022.
Failed Sale Leaseback
In connection with our acquisition of Park Holidays, we assumed ground lease arrangements for 34 UK properties that we concluded
to be failed sale-leaseback transactions under ASC Topic 842, "Leases." The arrangements have maturities ranging from 2117 through
2197 with an option to repurchase for £1.00 at the end of the term. The obligation related to the underlying ground leases has been
recorded as a financial liability in Other Liabilities on the Consolidated Balance Sheets. The financial liability was $359.7 million and
$339.7 million as of December 31, 2023 and December 31, 2022, respectively. The following table presents the future minimum rental
payments for this financial liability as of December 31, 2023 (in millions):
Maturity of Financial Liability (in millions)
December 31, 2023
2024
2025
2026
2027
2028
Thereafter
Total Payments
Less: Imputed interest
Present Value of Financial Liability
19. Related Party Transactions
$
$
$
11.4
12.0
12.1
12.2
12.1
1,757.2
1,817.0
(1,457.3)
359.7
Lease of Executive Offices - Gary A. Shiffman, together with certain of his family members, indirectly owns an equity interest of
approximately 28.1% 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 Chairman of the Board, President and Chief Executive Officer. Each of Mr. Hermelin, Mr. Klein and Mr. Weiss is
a director of the Company. Under this agreement, we lease approximately 60,261 rentable square feet of permanent space. The lease
agreement includes annual graduated rent increases through the initial end date of October 31, 2026. As of December 31, 2023, the
average gross base rent was $20.95 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, 2023, 2022 and 2021, we paid $0.5 million, $0.7 million and $0.7 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, 2023, 2022 and 2021, we paid $0.3 million, $0.2 million
and $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.
F - 63
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Legal Counsel - Arthur A. Weiss is a partner at Taft Stettinius & Hollister LLP (formerly Jaffe, Raitt, Heuer, & Weiss, Professional
Corporation) which acts as our general counsel and represents us in various matters. We incurred legal fees and expenses owed to this
law firm of approximately $7.9 million, $9.7 million and $10.3 million during the years ended December 31, 2023, 2022 and 2021,
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 shareholders 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.
20. Recent Accounting Pronouncements
Recent Accounting Pronouncements - Adopted
In March 2020, the FASB issued ASU 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 were available for election
through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848) - Deferral of
the Sunset Date of Topic 848," which defers the sunset date for Topic 848 from December 31, 2022 to December 31, 2024, after which
entities will no longer be permitted to apply the relief in Topic 848. As of December 31, 2023, all of our debt and derivative
instruments have been converted from LIBOR to alternative reference rates. The adoption of this ASU did not have a material impact
on our Consolidated Financial Statements as the majority of our debt has fixed interest rates.
Recent Accounting Pronouncements - Not Yet Adopted
In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's
Disclosure Update and Simplification Initiative," which adds interim and annual disclosure requirements to the US GAAP codification
at the request of the SEC. The new guidance is intended to align GAAP requirements with those of the SEC and to facilitate the
application of GAAP for all entities. These disclosure requirements are currently included in either SEC Regulation S-X or SEC
Regulation S-K. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from
Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited and the amendments should be applied
prospectively. If the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K by June 30, 2027, the
amendments will be removed from the US GAAP codification and will not be effective.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures," which enhances disclosure of significant segment expenses that are regularly provided to the chief operating decision
maker to assess segment performance, including each reported measure of segment profit or loss, an amount and description of the
composition for other segment items to reconcile to segment profit or loss, interim disclosures of a reportable segment's profit or loss
and assets, and the title and position of our chief operating decision maker. This ASU is effective for fiscal years beginning after
December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the
amendments should be applied prospectively. We are currently evaluating the provisions of this amendment and the impact on our
Consolidated Financial Statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which
requires disclosure of specific categories in the effective tax rate reconciliation as well as provide additional information for
reconciling items that meet a quantitative threshold. Further, this amendment requires certain disclosure of income taxes paid
disaggregated by federal, state and foreign taxes, and the amount of income taxes paid disaggregated by individual jurisdiction in
which income taxes paid meet a quantitative threshold. The new guidance is intended to enhance the transparency and decision
usefulness of income tax disclosures. This ASU is effective for fiscal years beginning after December 15, 2024. Early adoption is
permitted and the amendments should be applied prospectively. We are currently evaluating the provisions of this amendment and the
impact on our Consolidated Financial Statements and related disclosures.
F - 64
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21. Subsequent Events
Acquisitions
Subsequent to the year ended December 31, 2023, we acquired one land parcel located in the U.S. for a purchase price of
$11.7 million.
Dispositions
In February 2024, we sold two MH and RV operating communities located in Florida and Arizona with 533 total developed sites for
total cash consideration of $53.3 million and total gain on sale of approximately $6.3 million.
Notes Receivable from Real Estate Developers and Operators
Subsequent to the year ended December 31, 2023, we completed a receivership process related to the remaining three MH
manufacturers in the UK. The receivers sold such assets for total consideration of $10.7 million, resulting in cash proceeds to the
Company of $7.0 million, net of non-cash consideration and fees. The sale of these assets resulted in an incremental fair value
remeasurement adjustment of $0.8 million.
Senior Unsecured Notes and Derivatives
In January 2024, the Operating Partnership issued $500.0 million of senior unsecured notes with an interest rate of 5.5% and a five-
year term, due January 15, 2029. Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year,
beginning on July 15, 2024. The net proceeds from the offering were $495.4 million, after deducting underwriters' discounts and
estimated offering expenses. We used the majority of the net proceeds to repay borrowings outstanding under our Senior Credit
Facility.
In connection with the note issuance, we settled seven forward swap contracts totaling $255.0 million and made a net settlement
payment of $2.3 million to several counterparties. As of the settlement date, the net accumulated loss is included in AOCI and is being
reclassified into earnings as an increase to interest expense on a straight-line basis over the five-year term of the hedged transaction.
In February 2024, we entered into an interest rate swap contract to hedge variable rate borrowings of $25.0 million.
Legal Settlement
In January 2024, we were awarded two mixed use parking garages at one of our marina properties located in Florida, as part of a legal
settlement. As a result, we recorded $10.4 million of building and land and recognized the related gain.
We have evaluated our Consolidated Financial Statements for subsequent events through the date that this Form 10-K was issued.
F - 65
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22. Quarterly Financial Data (Unaudited and Restated)
Restatement of Prior Quarterly 2023 Financial Statements (Unaudited)
During the course of preparation and review of our financial statements for the year end December 31, 2023, it was determined that we
did not identify certain factors indicative of triggering events relevant to the valuation of the UK reporting unit, including reduced
financial projections and increased interest rates when preparing our previously issued unaudited interim consolidated financial
statements (collectively, the "Interim Financial Statements") as of and for the period ended March 31, 2023, as of and for the period
ended June 30, 2023, and as of and for the period ended September 30, 2023 (collectively, the "Interim Periods"), included in our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, respectively.
Management undertook a full review of the valuations and determined that as of each of March 31, 2023, June 30, 2023 and
September 30, 2023 we should have recognized non-cash impairments to goodwill for the UK reporting unit within our MH segment.
Pursuant to SEC Staff Accounting Bulletin ("SAB") No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated these misstatements, and based
on an analysis of quantitative and qualitative factors, determined that the impact of misstatements related to goodwill impairments was
material to our Interim Periods. Accordingly, we have restated the unaudited consolidated financial statements for the Interim Periods
and have included that restated unaudited financial information within this Annual Report. Restatement of amounts in previously filed
Interim Financial Statements are reflected below.
We are providing restated quarterly unaudited consolidated financial information for the interim periods ended March 31, 2023, June
30, 2023 and September 30, 2023. These adjustments have no impact to cash flows from operating activities as goodwill impairment is
a non-cash adjustment to reconcile net income / (loss) to cash provided by operating activities.
The restated Consolidated Balance Sheet line items for the first through third quarters of 2023 were as follows:
Goodwill
Total assets
Other liabilities(1)
Total liabilities(1)
Temporary equity
Accumulated other comprehensive income
Distributions in excess of accumulated earnings
Total SUI shareholder's equity
Common and preferred OP units
Total noncontrolling interests
Total shareholder's equity
Total liabilities, temporary equity and shareholder's equity
(1)
Adjustments due to rounding effects.
Goodwill
Total assets
Other liabilities(1)
Total liabilities(1)
Temporary equity
Accumulated other comprehensive income
Distributions in excess of accumulated earnings
Total SUI shareholder's equity
Common and preferred OP units
Total noncontrolling interests
Total shareholder's equity
Total liabilities, temporary equity and shareholder's equity
(1)
Adjustments due to rounding effects.
As Previously Reported
As of March 31, 2023
Adjustments
As Restated
$
$
$
$
$
$
$
$
$
$
$
$
1,092.6 $
17,363.8 $
940.1 $
9,294.8 $
298.9 $
7.7 $
(1,875.0) $
7,690.3 $
79.8 $
79.8 $
7,770.1 $
17,363.8 $
(15.7) $
(15.7) $
(0.1) $
(0.1) $
(0.1) $
(0.3) $
(14.8) $
(15.1) $
(0.4) $
(0.4) $
(15.5) $
(15.7) $
1,076.9
17,348.1
940.0
9,294.7
298.8
7.4
(1,889.8)
7,675.2
79.4
79.4
7,754.6
17,348.1
As Previously Reported
As of June 30, 2023
Adjustments
As Restated
1,104.2 $
17,561.4 $
958.3 $
9,474.8 $
298.1 $
37.6 $
(1,898.2) $
7,708.1 $
80.4 $
80.4 $
7,788.5 $
17,561.4 $
(326.5) $
(326.5) $
(0.1) $
(0.1) $
(4.1) $
(1.4) $
(312.2) $
(313.6) $
(8.7) $
(8.7) $
(322.3) $
(326.5) $
777.7
17,234.9
958.2
9,474.7
294.0
36.2
(2,210.4)
7,394.5
71.7
71.7
7,466.2
17,234.9
$
$
$
$
$
$
$
$
$
$
$
$
F - 66
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Goodwill
Total assets
Other liabilities(1)
Total liabilities(1)
Temporary equity
Accumulated other comprehensive income
Distributions in excess of accumulated earnings
Total SUI shareholder's equity
Common and preferred OP units
Total noncontrolling interests
Total shareholder's equity
Total liabilities, temporary equity and shareholder's equity
(1)
Adjustments due to rounding effects.
As Previously Reported
As of September 30, 2023
Adjustments
As Restated
$
$
$
$
$
$
$
$
$
$
$
$
1,084.1 $
17,605.3 $
928.9 $
9,465.0 $
304.5 $
5.2 $
(1,848.2) $
7,739.8 $
96.0 $
96.0 $
7,835.8 $
17,605.3 $
(358.7) $
(358.7) $
(0.1) $
(0.1) $
(4.7) $
11.2 $
(355.2) $
(344.0) $
(9.9) $
(9.9) $
(353.9) $
(358.7) $
725.4
17,246.6
928.8
9,464.9
299.8
16.4
(2,203.4)
7,395.8
86.1
86.1
7,481.9
17,246.6
The restated line items of the Consolidated Statements of Operations and Comprehensive Income / (Loss) for the first through third
quarters of 2023 are as follows:
Three Months Ended March 31, 2023
As Previously
Reported
Adjustments
As Restated
Goodwill impairment
Total expenses
Loss before other items
Net loss
Loss attributable to noncontrolling
interests
Net loss attributable to SUI common
shareholders
Basic loss per share
Diluted loss per share
$
$
$
$
$
$
$
$
— $
653.2 $
(2.0) $
(32.9) $
15.4 $
15.4 $
(15.4) $
(15.4) $
(5.2) $
(0.6) $
(30.1) $
(0.24) $
(0.24) $
(14.8) $
(0.12) $
(0.12) $
15.4
668.6
(17.4)
(48.3)
(5.8)
(44.9)
(0.36)
(0.36)
Three Months Ended March 31, 2023
As Previously
Reported
Adjustments
As Restated
Net loss
Foreign currency translation gain
arising during period
Net foreign currency translation gain
Total Comprehensive Loss
Less: Comprehensive loss attributable
to noncontrolling interests
Comprehensive loss attributable to
SUI
$
$
$
$
$
$
(32.9) $
(15.4) $
17.2 $
29.1 $
(14.7) $
(0.3) $
(0.3) $
(15.7) $
(48.3)
16.9
28.8
(30.4)
4.6 $
0.6 $
5.2
(10.1) $
(15.1) $
(25.2)
F - 67
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended June 30, 2023
Six Months Ended June 30, 2023
As Previously
Reported
Adjustments
As Restated
As Previously
Reported
Adjustments
As Restated
Goodwill impairment
Total expenses
Income / (loss) before other items
Net income / (loss)
Preferred return to preferred OP
units / equity interests(1)
Income / (loss) attributable to
noncontrolling interests
Net income / (loss) attributable to SUI
common shareholders
Weighted average common shares
outstanding - diluted
Basic earnings / (loss) per share
Diluted earnings / (loss) per share
(1)
Adjustments due to rounding effects.
$
$
$
$
$
$
$
$
$
— $
774.6 $
88.9 $
97.5 $
309.7 $
309.7 $
(309.7) $
(309.7) $
3.3 $
(0.1) $
4.4 $
(12.2) $
309.7
1,084.3
(220.8)
(212.2)
3.2
(7.8)
89.8 $
(297.4) $
(207.6)
123.4
0.72 $
0.72 $
2.7
(2.39) $
(2.40) $
126.1
(1.67)
(1.68)
$
$
$
$
$
$
$
$
$
— $
1,427.8 $
86.9 $
64.6 $
325.1 $
325.1 $
(325.1) $
(325.1) $
325.1
1,752.9
(238.2)
(260.5)
5.7 $
(0.1) $
5.6
(0.8) $
(12.8) $
(13.6)
59.7 $
(312.2) $
(252.5)
123.4
0.48 $
0.48 $
2.8
(2.51) $
(2.52) $
126.2
(2.03)
(2.04)
Three Months Ended June 30, 2023
Six Months Ended June 30, 2023
As Previously
Reported
Adjustments
As Restated
As Previously
Reported
Adjustments
As Restated
Net income / (loss)
Foreign currency translation gain
arising during period
Net foreign currency translation gain
$
$
$
Total comprehensive income / (loss)
Less: Comprehensive (income) / loss
attributable to noncontrolling interests $
Comprehensive income / (loss)
attributable to SUI
$
$
97.5 $
(309.7) $
(212.2)
15.4 $
15.4 $
128.7 $
(1.1) $
(1.1) $
14.3
14.3
(310.8) $
(182.1)
(5.7) $
12.2 $
6.5
123.0 $
(298.6) $
(175.6)
$
$
$
$
$
64.6 $
(325.1) $
(260.5)
32.6 $
44.5 $
114.0 $
(1.4) $
(1.4)
31.2
43.1
(326.5) $
(212.5)
(1.1) $
12.8 $
11.7
112.9 $
(313.7) $
(200.8)
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
As Previously
Reported
Adjustments
As Restated
As Previously
Reported
Adjustments
As Restated
Goodwill impairment
Total expenses
Income / (loss) before other items
Net income / (loss)
Preferred return to preferred OP
units / equity interests(1)
Income / (loss) attributable to
noncontrolling interests
Net income / (loss) attributable to SUI
common shareholders
Weighted average common shares
outstanding - diluted
Basic earnings / (loss) per share
Diluted earnings / (loss) per share
(1)
Adjustments due to rounding effects.
$
$
$
$
$
$
$
$
$
— $
795.8 $
187.4 $
180.4 $
44.8 $
44.8 $
(44.8) $
(44.8) $
3.3 $
0.1 $
14.0 $
(1.9) $
163.1 $
(43.0) $
123.5
1.31 $
1.31 $
—
(0.34) $
(0.34) $
44.8
840.6
142.6
135.6
3.4
12.1
120.1
123.5
0.97
0.97
$
$
$
$
$
$
$
$
$
— $
2,223.6 $
274.3 $
245.0 $
369.9 $
369.9 $
(369.9) $
(369.9) $
9.0 $
— $
13.2 $
(14.7) $
369.9
2,593.5
(95.6)
(124.9)
9.0
(1.5)
222.8 $
(355.2) $
(132.4)
123.4
1.79 $
1.79 $
0.4
(2.85) $
(2.86) $
123.8
(1.06)
(1.07)
F - 68
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
As Previously
Reported
Adjustments
As Restated
As Previously
Reported
Adjustments
As Restated
Net income / (loss)
Foreign currency translation gain /
(loss) arising during period
Net foreign currency translation gain /
(loss)
$
$
$
Total comprehensive income / (loss)
Less: Comprehensive (income) / loss
attributable to noncontrolling interests $
Comprehensive income / (loss)
attributable to SUI
$
$
180.4 $
(44.8) $
135.6
(25.5) $
12.6 $
(12.9)
(25.5) $
146.7 $
12.6 $
(32.2) $
(12.9)
114.5
(12.7) $
1.9 $
(10.8)
134.0 $
(30.3) $
103.7
$
$
$
$
$
245.0 $
(369.9) $
(124.9)
7.1 $
11.2 $
18.3
19.0 $
260.7 $
11.2
(358.7) $
30.2
(98.0)
(13.8) $
14.7 $
0.9
246.9 $
(344.0) $
(97.1)
The restated line items for the Consolidated Statements of Shareholders' Equity for the first through third quarters of 2023 are as
follows:
Temporary equity
Accumulated other comprehensive income
Distributions in excess of accumulated earnings
Noncontrolling interests
Total shareholders' equity
Total equity
Temporary equity
Accumulated other comprehensive income
Distributions in excess of accumulated earnings
Noncontrolling interests
Total shareholders' equity
Total equity
Temporary equity
Accumulated other comprehensive income
Distributions in excess of accumulated earnings
Noncontrolling interests
Total shareholders' equity
Total equity
As of March 31, 2023
As Previously
Reported
Adjustments
As Restated
298.9 $
7.7 $
(1,875.0) $
79.8 $
7,770.1 $
8,069.0 $
(0.1) $
(0.3) $
(14.8) $
(0.4) $
(15.5) $
(15.6) $
298.8
7.4
(1,889.8)
79.4
7,754.6
8,053.4
As of June 30, 2023
As Previously
Reported
Adjustments
As Restated
298.1 $
37.6 $
(1,898.2) $
80.4 $
7,788.5 $
8,086.6 $
(4.1) $
(1.4) $
(312.2) $
(8.7) $
(322.3) $
(326.4) $
294.0
36.2
(2,210.4)
71.7
7,466.2
7,760.2
As of September 30, 2023
As Previously
Reported
Adjustments
As Restated
304.5 $
5.2 $
(1,848.2) $
96.0 $
7,835.8 $
8,140.3 $
(4.7) $
11.2 $
(355.2) $
(9.9) $
(353.9) $
(358.6) $
299.8
16.4
(2,203.4)
86.1
7,481.9
7,781.7
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
F - 69
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a condensed summary of our unaudited quarterly results for the years ended December 31, 2023 and 2022 (in
millions, except per share data):
2023 Quarters
March 31,
2023
June 30,
2023
As Restated As Restated
September 30,
2023
As Restated
2022 Quarters
December 31,
2023
March 31,
2022
June 30,
2022
September 30,
2022
December 31,
2022
$
651.2 $
863.5 $
983.2 $
668.6
1,084.3
840.6
726.7
740.9
$
548.5 $
814.3 $
932.6 $
523.0
707.7
763.1
$
$
(17.4) $
(220.8) $
142.6 $
(14.2)
(48.3) $
(212.2) $
135.6 $
(84.2)
$
$
25.5 $
106.6 $
169.5 $
1.5 $
81.3 $
177.0 $
674.3
667.5
6.8
4.0
$
(44.9) $
(207.6) $
120.1 $
(80.9)
$
0.7 $
74.0 $
162.6 $
4.7
Total Revenues
Total Expenses
Income / (Loss)
Before Other Items
Net Income / (Loss)
Net Income / (Loss)
Attributable to SUI
Common Shareholders
Earnings per share(1)
Basic earnings /
(loss) per share
Diluted earnings /
(loss) per share
$
$
(0.36) $
(1.67) $
0.97 $
(0.65)
(0.36) $
(1.68) $
0.97 $
(0.65)
$
$
0.01 $
0.61 $
1.32 $
0.01 $
0.61 $
1.32 $
0.04
0.04
(1) Earnings per share for the year may not equal the sum of the quarters' earnings per share due to changes in basic and diluted shares outstanding.
F - 70
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
The following tables set forth real estate and accumulated depreciation relating to our MH and RV properties.
Property Name
Location
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
47 North(2)(5)
49'er Village(8)
Academy / West Point
Allendale Meadows
Alpine Meadows
Alta Laguna
Andover
Apple Carr Village
Apple Creek
Arbor Terrace(8)
Arbor Woods
Ariana Village
Augusta Village
Austin Lone Star(8)
Autumn Ridge
Bahia Vista Estates
Baker Acres(8)
Beechwood
Bear Lake Development Land(5)
Bel Air Estates
Bell Crossing
Big Tree(8)
Birch Hill Estates
Blue Heron Pines
Blue Jay(8)
Blue Star(7)
Blueberry Hill
Bluebonnet Lake(5)
Boulder Ridge
Branch Creek
Brentwood Estates
Cle Elum, WA
Plymouth, CA
Canton, MI
Allendale, MI
Grand Rapids, MI
Rancho Cucamonga, CA
Grass Lake, MI
Muskegon, MI
Amelia, OH
Bradenton, FL
Ypsilanti, MI
Lakeland, FL
Augusta, ME
Austin, TX
Ankeny, IA
Sarasota, FL
Zephyrhills, FL
Killingworth, CT
Garden City, UT
Menifee, CA
Clarksville, TN
Arcadia, FL
Bangor, ME
Punta Gorda, FL
Dade City, FL
Apache Junction, AZ
Bushnell, FL
Austin, TX
Pflugerville, TX
Austin, TX
Hudson, FL
$ —
$ 19.7 $
— $
6.8
$
—
38.0
27.3
—
37.5
—
—
6.9
22.1
—
10.9
—
—
22.5
—
11.0
—
—
—
8.6
—
—
16.5
—
2.3
17.3
—
24.4
21.4
5.3
2.2
1.5
0.4
0.7
23.7
2.1
0.8
0.5
0.4
3.3
0.2
0.8
0.6
0.8
6.8
2.1
7.9
6.1
4.3
0.7
1.2
2.0
0.4
2.0
5.1
3.8
8.5
1.0
0.8
1.1
—
—
—
—
—
0.3
—
—
—
—
—
—
—
—
(0.1) (3)
—
—
—
—
0.1
—
—
—
(4.1) (7)
—
—
3.3
—
0.1
10.7
14.3
3.7
6.7
21.1
11.2
6.2
5.5
4.4
12.4
2.2
3.1
7.9
8.1
17.7
11.9
18.4
—
14.4
1.9
13.5
29.5
35.3
9.7
12.7
3.2
—
0.5
3.7
9.4
F - 71
10.2
3.3
12.2
7.7
10.3
1.9
1.1
28.7
4.6
7.7
11.9
2.6
0.8
2.3
8.8
3.5
4.0
1.9
4.4
0.9
6.6
3.3
1.4
7.0
2.7
(9.3)
4.4
3.9
59.8
8.5
2.1
$
26.5
$
10.2 $
36.7 $
2.2
1.5
0.4
0.7
23.7
2.1
1.1
0.5
0.4
3.3
0.2
0.8
0.6
0.8
6.8
2.0
7.9
6.1
4.3
0.7
1.3
2.0
0.4
2.0
1.0
3.8
8.5
4.3
0.8
1.2
14.0
26.5
11.4
17.0
23.0
12.3
34.9
10.1
12.1
24.3
4.8
3.9
10.2
16.9
21.2
15.9
20.3
4.4
15.3
8.5
16.8
30.9
42.3
12.4
3.4
7.6
3.9
60.3
12.2
11.5
16.2
28.0
11.8
17.7
46.7
14.4
36.0
10.6
12.5
27.6
5.0
4.7
10.8
17.7
28.0
17.9
28.2
10.5
19.6
9.2
18.1
32.9
42.7
14.4
4.4
11.4
12.4
64.6
13.0
12.7
(0.1) 2021
(3.5) 2017
(15.8) 2000
(8.0) 1996
(C)
(A)
(A)
(A)
(10.9) 1996
(A&C)
(6.0) 2016
(1.0) 2021
(A)
(A)
(10.2) 2011
(A&C)
(5.9) 1999
(6.7) 1996
(7.8) 2017
(2.7) 1994
(0.4) 2020
(2.6) 2016
(10.4) 1996
(5.3) 2016
(3.9) 2016
(3.0) 2019
—
2022
(0.8) 2022
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
(5.7) 1999
(A&C)
(4.4) 2016
(3.7) 2020
(A)
(A)
(11.7) 2015
(A&C)
(3.0) 2016
(0.8) 2014
(3.0) 2012
—
2021
(22.7) 1998
(A)
(A)
(A)
(C)
(C)
(7.8) 1995
(A&C)
(3.4) 2015
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumb
rances(4)
Brentwood Village
Brentwood West
Broadview Estates
Brook Ridge
Brookside Manor
Brookside Village
Buena Vista
Buttonwood Bay(8)
Byron Center
Caliente Sands
Camelot Villa
Candlelight Manor
Cape May Crossing
Carriage Cove
Carrington Pointe
Cave Creek
Cedar Springs
Central Park(8)
Charlevoix Estates
Cherrywood
Chisholm Point
Cider Mill Crossings
Cider Mill Village
Cisco Grove Campground & RV
Citrus Hill(8)
Clear Water
Club Wildwood
Coastal Estates
Cobus Green
Colony in the Wood
Comal Farms
Country Acres
Country Hills Village
Country Lakes
Kentwood, MI
Mesa, AZ
Davison, MI
Hooksett, NH
Goshen, IN
Kentwood, MI
Buckeye, AZ
Sebring, FL
Byron Center, MI
Cathedral City, CA
Macomb, MI
South Daytona, FL
Cape May, NJ
Sanford, FL
Fort Wayne, IN
Evans, CO
Southington, CT
Haines City, FL
Charlevoix, MI
Clinton, NY
Pflugerville, TX
Fenton, MI
Middleville, MI
Emigrant Gap, CA
Dade City, FL
South Bend, IN
Hudson, FL
Hampstead, NC
Osceola, IN
Port Orange, FL
New Braunfels, TX
Cadillac, MI
Hudsonville, MI
Little River, SC
9.4
26.7
—
—
—
6.0
—
27.8
—
—
43.2
—
—
15.3
23.6
22.5
—
—
—
—
21.5
—
—
—
—
13.9
20.6
—
—
—
—
—
—
—
Land
0.4
13.6
0.7
1.0
0.3
0.2
9.2
1.9
0.3
1.9
0.9
3.1
0.3
6.1
1.1
2.2
2.9
2.6
0.4
0.7
0.6
0.5
0.3
1.7
1.2
0.1
14.2
3.3
0.8
5.7
1.4
0.4
0.3
1.7
Depreciable
Assets
3.6
24.2
6.1
6.0
1.1
5.6
14.4
18.3
2.4
6.7
21.2
3.9
1.7
21.2
3.6
15.3
10.3
10.4
12.0
9.6
5.3
1.6
3.6
4.8
2.4
1.3
21.3
6.5
7.0
26.8
1.7
3.5
3.9
5.5
Land
(0.1) (3)
—
—
—
0.3
—
—
0.1
—
—
—
—
—
—
—
—
—
—
—
(0.2) (3)
—
—
—
(0.1) (3)
—
—
—
(0.1) (3)
—
—
0.1
—
—
—
Depreciable
Assets
2.1
1.4
26.0
0.4
21.0
0.7
6.1
10.0
2.3
0.7
16.0
2.8
0.5
2.5
25.0
9.6
0.7
6.3
1.1
3.3
6.8
43.1
1.8
9.2
2.7
6.2
3.0
11.5
8.9
2.8
8.7
4.2
—
0.4
Land
0.3
13.6
0.7
1.0
0.6
0.2
9.2
2.0
0.3
1.9
0.9
3.1
0.3
6.1
1.1
2.2
2.9
2.6
0.4
0.5
0.6
0.5
0.3
1.6
1.2
0.1
14.2
3.2
0.8
5.7
1.5
0.4
0.3
1.7
F - 72
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
5.7
25.6
32.1
6.4
22.1
6.3
20.5
28.3
4.7
7.4
37.2
6.7
2.2
23.7
28.6
24.9
11.0
16.7
13.1
12.9
12.1
44.7
5.4
14.0
5.1
7.5
24.3
18.0
15.9
29.6
10.4
7.7
3.9
5.9
6.0
39.2
32.8
7.4
22.7
6.5
29.7
30.3
5.0
9.3
38.1
9.8
2.5
29.8
29.7
27.1
13.9
19.3
13.5
13.4
12.7
45.2
5.7
15.6
6.3
7.6
38.5
21.2
16.7
35.3
11.9
8.1
4.2
7.6
(3.8) 1996
(8.4) 2014
(A)
(A)
(17.1) 1996
(A&C)
(1.0) 2019
(A)
(12.7) 1985
(A&C)
(2.4) 2011
(3.1) 2019
(18.1) 2001
(2.9) 1996
(1.6) 2017
(13.0) 2013
(1.8) 2016
(0.6) 2016
(7.4) 2014
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(12.7) 1997
(A&C)
(13.2) 2004
(1.7) 2019
(4.0) 2016
(1.1) 2021
(1.7) 2019
(8.2) 1995
(16.6) 2011
(2.0) 2011
(0.5) 2021
(1.1) 2016
(4.5) 1986
(5.9) 2016
(1.4) 2019
(10.9) 1993
(5.3) 2017
(6.0) 2000
(4.5) 1996
(1.4) 2011
(1.0) 2019
(C)
(A)
(A)
(A)
(A)
(A&C)
(A&C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A&C)
(A&C)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Country Meadows
Country Meadows Village
Country Village Estates
Countryside Estates
Location
Flat Rock, MI
Caledonia, MI
Oregon City, OR
Mckean, PA
Countryside Village of Atlanta
Lawrenceville, GA
Countryside Village of Gwinnett
Countryside Village of Lake Lanier
Coyote Ranch Resort
Creeks Crossing
Creek Wood
Crestwood
Crossroads
Cutler Estates
Cypress Greens
Deep Run
Deerwood
Desert Harbor
Dutton Mill Village
Eagle Crest
East Fork Crossing
East Village Estates
Egelcraft
El Capitan Canyon(5)
Ellenton Gardens(8)
Fairfield Village
Farmwood Village
Fisherman's Cove
Flamingo Lake(8)
Buford, GA
Buford, GA
Wichita Falls, TX
Kyle, TX
Burton, MI
Concord, NH
Aiken, SC
Grand Rapids, MI
Lake Alfred, FL
Cream Ridge, NJ
Orlando, FL
Apache Junction, AZ
Caledonia, MI
Firestone, CO
Batavia, OH
Washington Twp., MI
Muskegon, MI
Goleta, CA
Ellenton, FL
Ocala, FL
Dover, NH
Flint Twp., MI
Jacksonville, FL
Fond du Lac East / Kettle Moraine KOA
Glenbeulah, WI
Forest Hill
Forest Meadows
Forest Springs
Forest View
Fort Dupont(2)(5)
Southington, CT
Philomath, OR
Grass Valley, CA
Homosassa, FL
Delaware City, DE
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
50.0
—
—
6.1
—
26.4
24.7
—
—
20.2
—
—
12.9
6.9
—
35.3
10.3
—
29.7
—
—
17.7
—
9.0
—
—
—
—
—
—
—
—
—
—
0.9
0.5
22.0
0.3
1.3
1.1
1.9
—
3.5
0.8
1.8
0.8
0.7
1.0
2.0
6.9
3.9
0.3
2.0
1.3
1.4
0.7
57.8
2.1
1.2
1.2
0.4
4.5
1.0
5.1
1.0
9.3
1.3
1.9
23.0
4.8
1.2
4.2
9.5
3.0
5.8
6.4
42.9
14.6
0.9
10.3
4.8
2.8
0.6
4.7
0.7
2.2
31.2
16.7
8.4
4.1
14.8
3.5
1.2
0.7
5.2
1.9
3.3
1.8
11.4
3.9
0.9
—
0.3
0.1
—
—
—
—
—
0.5
—
0.4
(0.1) (3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
0.9
7.6
5.6
42.6
11.6
11.0
9.5
16.4
12.6
—
2.0
22.4
3.7
6.9
17.5
13.1
37.6
14.9
9.0
0.2
6.3
25.4
22.6
6.8
7.8
18.7
12.3
3.4
31.9
5.6
10.8
2.1
43.7
22.1
—
F - 73
Land
1.2
0.6
22.0
0.3
1.3
1.1
1.9
0.5
3.5
1.2
1.7
0.8
0.7
1.0
2.0
6.9
3.9
0.3
2.0
1.3
1.4
0.7
57.8
2.1
1.2
1.2
0.4
4.5
1.0
5.1
1.0
9.3
1.3
2.8
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
(A&C)
(A&C)
(A)
(A)
(20.1) 1994
(3.6) 2011
(6.9) 2019
(4.8) 2014
(9.8) 2004
(A&C)
(6.6) 2004
(12.9) 2004
(1.3) 2021
(2.3) 2019
(11.6) 1997
(3.6) 2019
(A)
(A)
(A)
(C)
(C)
(A)
(3.9) 2019
(A&C)
(7.7) 1996
(5.7) 2015
(2.1) 2019
(12.2) 2015
(5.0) 2014
(4.3) 2011
(20.7) 1998
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(15.0) 2000
(A&C)
(12.4) 2012
(8.7) 2014
(2.0) 2020
(3.1) 2016
(5.7) 2015
(2.0) 2019
(6.0) 1993
(4.4) 2020
(3.5) 2013
(1.9) 2019
(2.4) 1999
(5.8) 2020
(6.7) 2015
—
2021
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
30.6
10.4
43.8
15.8
20.5
12.5
22.2
19.0
42.9
16.6
23.3
14.0
11.7
20.3
13.7
42.3
15.6
11.2
31.4
23.0
33.8
26.7
21.6
11.3
19.9
13.0
8.6
33.8
8.9
12.6
13.5
47.6
23.0
—
31.8
11.0
65.8
16.1
21.8
13.6
24.1
19.5
46.4
17.8
25.0
14.8
12.4
21.3
15.7
49.2
19.5
11.5
33.4
24.3
35.2
27.4
79.4
13.4
21.1
14.2
9.0
38.3
9.9
17.7
14.5
56.9
24.3
2.8
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Property Name
Four Seasons
Fox Run
Frenchtown Villa / Elizabeth Woods
Friendly Village of La Habra
Friendly Village of Modesto
Friendly Village of Simi
Friendly Village of West Covina
Glen Ellis Family Campground
Glen Haven(8)
Glen Laurel
Goldcoaster
Grand Bay
Grand Village
Grove Beach
Grove Ridge(8)
Gulfstream Harbor
Hacienda Del Rio
Hamlin
Hancock Heights(8)
Hannah Village
Hemlocks
Heritage
Hickory Hills Village
Hidden River(8)
High Point Park
Highland Greens Estates
Hillcrest
Holiday Park Estates
Holiday West Village
Holly Forest
Holly Village / Hawaiian Gardens
Horseshoe Cove RV Resort
Location
Elkhart, IN
Boyne City, MI
Newport, MI
La Habra, CA
Modesto, CA
Simi Valley, CA
West Covina, CA
Glen, NH
Zephyrhills, FL
Concord, NC
Homestead, FL
Dunedin, FL
Grand Rapids, MI
Westbrook, CT
Dade City, FL
Orlando, FL
Edgewater, FL
Webberville, MI
Hancock, ME
Lebanon, NH
Tilton, NH
Temecula, CA
Battle Creek, MI
Riverview, FL
Frederica, DE
Highland, MI
Uncasville, CT
Bangor, ME
Holland, MI
Holly Hill, FL
Holly, MI
Bradenton, FL
Hospitality Creek Campground
Williamstown, NJ
Hunters Crossing
Capac, MI
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
13.9
—
26.8
45.0
22.3
22.6
16.7
13.0
9.1
—
—
—
8.7
—
6.6
82.6
—
9.7
—
—
—
0.5
0.4
1.4
27.0
6.3
14.9
14.5
0.4
2.0
1.6
0.4
3.5
0.4
1.2
1.3
14.5
33.3
0.1
0.7
0.3
1.0
17.8
13.2
—
—
—
—
—
8.7
12.8
22.8
18.0
39.8
—
—
0.8
4.0
0.9
3.1
10.6
1.1
0.3
0.9
1.5
9.5
—
0.4
—
—
—
—
—
—
—
—
—
—
0.2
—
—
—
—
—
—
0.6
—
0.1
—
—
—
—
—
—
0.1
—
—
—
—
—
0.8
—
4.8
6.8
52.3
25.2
20.9
16.0
5.2
5.8
8.4
0.5
4.2
6.3
3.6
10.2
5.4
78.9
80.3
1.7
9.4
4.7
7.2
7.9
7.7
6.4
7.0
38.0
9.6
13.9
8.1
8.4
13.6
32.6
15.6
1.1
F - 74
3.5
5.1
37.9
1.8
1.3
1.2
1.2
17.5
2.5
9.8
5.9
1.8
4.1
0.4
3.3
5.9
16.5
13.8
0.1
0.3
0.5
1.3
2.9
10.5
8.1
30.5
1.6
2.7
0.8
2.0
10.9
7.3
4.6
1.3
0.5
0.4
1.4
27.0
6.3
14.9
14.5
0.4
2.0
1.6
0.6
3.5
0.4
1.2
1.3
14.5
33.3
0.7
0.7
0.4
1.0
13.2
0.8
4.0
0.9
3.1
10.7
1.1
0.3
0.9
1.5
9.5
0.8
0.4
8.3
11.9
90.2
27.0
22.2
17.2
6.4
23.3
10.9
10.3
10.1
8.1
7.7
10.6
8.7
84.8
96.8
15.5
9.5
5.0
7.7
9.2
10.6
16.9
15.1
68.5
11.2
16.6
8.9
10.4
24.5
39.9
20.2
2.4
8.8
12.3
91.6
54.0
28.5
32.1
20.9
23.7
12.9
11.9
10.7
11.6
8.1
11.8
10.0
99.3
130.1
16.2
10.2
5.4
8.7
22.4
11.4
20.9
16.0
71.6
21.9
17.7
9.2
11.3
26.0
49.4
21.0
2.8
(5.0) 2000
(0.2) 2023
(A)
(A)
(30.5) 2014
(A&C)
(7.2) 2016
(5.6) 2016
(4.4) 2016
(1.7) 2016
(5.5) 2019
(2.7) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(6.6) 2001
(A&C)
(6.4) 1997
(2.0) 2016
(4.4) 1996
(1.6) 2019
(2.1) 2016
(24.3) 2015
(13.8) 2019
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(9.4) 1984
(A&C)
(1.2) 2020
(0.8) 2019
(1.2) 2019
(2.4) 2016
(4.0) 2011
(3.2) 2016
(7.4) 1997
(8.8) 2020
(1.8) 2019
(1.9) 2020
(3.5) 2011
(7.9) 1997
(12.1) 2004
(9.8) 2016
(1.7) 2021
(0.8) 2012
(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, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
Hunters Glen
Huntington Run
Hyde Park
Indian Creek RV Resort(8)(9)
Indian Wells(8)
Island Lakes
Wayland, MI
Kalamazoo, MI
Easton, MD
Ft. Myers Beach, FL
Indio, CA
Merritt Island, FL
Jellystone Park™ Androscoggin Lake
North Monmouth, ME
Jellystone Park™ at Barton Lake
Jellystone Park™ at Birchwood Acres(8)
Fremont, IN
Greenfield Park, NY
Jellystone Park™ of Chicago
Millbrook, IL
Jellystone Park™ Chincoteague Island
Jellystone Park™ at Delaware Beaches(2)(8)
Chincoteague, VA
Delaware City, DE
Jellystone Park™ at Gardiner
Jellystone Park™ at Golden Valley
Gardiner, NY
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
Jellystone Park™ at Mammoth Cave
Larkspur, CO
East Luray, VA
Cave City, KY
Jellystone Park™ at Maryland
Williamsport, MD
Jellystone Park™ at Memphis
Jellystone Park™ at Natural Bridge
Jellystone Park™ Petoskey
Jellystone Park™ at Quarryville
Jellystone Park™ at Tower Park(2)
Jellystone Park™ of Western New York
Jetstream NASA(8)
Kensington Meadows
Kimberly Estates
King's Court
King's Lake
Kings Manor
Kings Pointe
Horn Lake, MS
Natural Bridge Station,
VA
Petoskey, MI
Quarryville, PA
Lodi, CA
North Java, NY
Houston, TX
Lansing, MI
Newport, MI
Traverse City, MI
DeBary, FL
Lakeland, FL
Lake Alfred, FL
—
—
—
—
—
20.7
3.4
—
—
—
—
—
—
—
—
—
—
—
—
—
2.3
—
—
—
—
—
—
18.6
—
71.0
16.1
—
—
1.1
0.6
6.6
3.8
2.9
0.7
0.5
—
0.5
0.5
5.7
—
0.9
4.8
2.5
2.0
1.9
3.2
—
2.1
0.9
0.9
0.2
3.9
2.6
0.9
3.0
0.3
1.3
1.5
0.3
2.3
0.5
0.3
—
—
—
—
—
0.1
4.7
0.1
—
—
3.1
—
—
—
—
0.4
—
2.3
—
—
—
0.7
—
—
—
—
—
—
0.2
—
—
—
11.9
11.7
18.3
34.7
19.5
6.4
4.1
—
5.5
4.3
13.8
17.0
28.4
4.3
23.9
20.7
5.5
29.6
32.5
23.7
6.8
11.7
8.7
33.8
29.8
8.9
14.5
2.7
6.2
13.8
2.5
5.6
16.7
F - 75
16.6
1.7
2.0
(13.6) (9)
7.1
1.6
5.7
30.1
11.2
1.8
18.6
(1.2)
17.6
64.5
12.9
6.8
106.5
9.4
1.1
10.6
1.8
6.0
10.8
10.0
36.1
10.8
0.5
11.4
15.0
21.1
3.4
5.8
0.9
1.4
0.6
6.6
3.8
2.9
0.7
0.6
4.7
0.6
0.5
5.7
3.1
0.9
4.8
2.5
2.0
2.3
3.2
2.3
2.1
0.9
0.9
0.9
3.9
2.6
0.9
3.0
0.3
1.3
1.7
0.3
2.3
0.5
28.5
13.4
20.3
21.1
26.6
8.0
9.8
30.1
16.7
6.1
32.4
15.8
46.0
68.8
36.8
27.5
29.9
14.0
26.9
24.9
29.5
8.7
10.4
34.8
17.3
6.6
38.1
18.9
46.9
73.6
39.3
29.5
(13.6) 2004
(1.1) 2021
(2.9) 2019
(8.6) 1996
(6.6) 2016
(6.4) 1995
(0.9) 2021
(4.0) 2020
(6.4) 2013
(0.5) 2021
(4.1) 2019
(0.8) 2022
(10.2) 2018
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(12.1) 2018
(A&C)
(8.3) 2018
(5.7) 2018
(A)
(A)
112.0
114.3
(19.1) 2016
(A&C)
39.0
33.6
34.3
8.6
17.7
19.5
43.8
65.9
19.7
15.0
14.1
21.2
34.9
5.9
11.4
17.6
42.2
35.9
36.4
9.5
18.6
20.4
47.7
68.5
20.6
18.0
14.4
22.5
36.6
6.2
13.7
18.1
(8.3) 2018
(3.5) 2021
(7.3) 2018
(1.8) 2018
(2.3) 2020
(3.3) 2018
(9.4) 2018
(11.9) 2018
(6.9) 2013
(1.4) 2021
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(8.9) 1995
(A&C)
(7.1) 2016
(A)
(19.2) 1996
(A&C)
(4.4) 1994
(3.7) 2016
(5.0) 2015
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
Kissimmee Gardens
Kissimmee South(8)
Kittatinny Campground & RV Resort
Knollwood Estates
La Casa Blanca
La Costa Village
Lafayette Place
Lake Juliana Landings
Lake Pointe Village
Lake San Marino RV Park
Lakefront
Lakeland(8)
Lakeshore Landings
Lakeshore Villas
Lakeside
Lakeside Crossing
Lakeview
Lakeview CT
Lakeview Estates(8)
Lamplighter
Lantana Ranch(5)(8)
Laurel Heights
Lazy J Ranch
Leaf Verde(8)
Leisure Village
Lemon Wood
Liberty Farm
Lincoln Estates
Lone Star Jellystone Park
Lost Dutchman
Majestic Oaks(8)
Maple Brook
Maplewood Manor
Marco Naples(8)
Kissimmee, FL
Davenport, FL
Barryville, NY
Allendale, MI
Apache Junction, AZ
Port Orange, FL
Warren, MI
Auburndale, FL
Mulberry, FL
Naples, FL
Lakeside, CA
Lakeland, FL
Orlando, FL
Tampa, FL
Terryville, CT
Conway, SC
Ypsilanti, MI
Danbury, CT
Yucaipa, CA
Port Orange, FL
Brookshire, TX
Uncasville, CT
Arcata, CA
Buckeye, AZ
Belmont, MI
Ventura, CA
Valparaiso, IN
Holland, MI
Waller, TX
Apache Junction, AZ
Zephyrhills, FL
Matteson, IL
Brunswick, ME
Naples, FL
—
—
—
10.5
—
47.2
12.5
—
16.8
30.2
33.8
—
11.8
—
—
11.3
—
—
—
—
—
—
—
—
—
3.3
3.7
—
0.4
4.4
3.6
0.7
0.3
0.5
0.7
21.6
1.7
2.6
3.1
1.3
3.5
1.2
2.5
—
1.3
33.1
1.7
7.1
3.4
0.4
23.4
19.5
—
—
—
3.5
9.2
38.7
7.2
—
0.1
0.5
1.8
—
3.9
8.5
1.8
2.8
—
—
3.1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4.1
—
0.6
—
—
—
0.1
—
0.1
—
—
4.1
0.1
—
—
—
14.4
6.8
—
4.1
14.1
62.3
6.0
3.0
29.8
5.7
17.4
5.5
19.5
19.0
3.4
31.6
10.9
8.9
—
12.8
1.3
0.7
6.8
8.4
8.2
6.9
1.2
4.2
19.4
—
4.7
48.8
13.0
10.5
F - 76
2.0
6.6
20.3
3.3
0.8
3.6
7.6
2.4
1.0
6.1
1.5
4.0
2.3
1.8
0.3
22.0
10.1
1.7
22.1
1.5
1.2
0.3
0.9
1.3
3.1
1.5
5.9
1.8
19.9
16.6
2.5
0.8
2.0
6.1
3.3
3.7
3.1
0.4
4.4
3.6
0.7
0.3
0.5
0.7
21.6
1.7
2.6
3.1
1.3
3.5
1.2
2.5
4.1
1.3
33.7
1.7
7.1
3.4
0.5
19.5
0.2
0.5
1.8
4.1
4.0
8.5
1.8
2.8
16.4
13.4
20.3
7.4
14.9
65.9
13.6
5.4
30.8
11.8
18.9
9.5
21.8
20.8
3.7
53.6
21.0
10.6
22.1
14.3
2.5
1.0
7.7
9.7
11.3
8.4
7.1
6.0
39.3
16.6
7.2
49.6
15.0
16.6
19.7
17.1
23.4
7.8
19.3
69.5
14.3
5.7
31.3
12.5
40.5
11.2
24.4
23.9
5.0
57.1
22.2
13.1
26.2
15.6
36.2
2.7
14.8
13.1
11.8
27.9
7.3
6.5
41.1
20.7
11.2
58.1
16.8
19.4
(4.3) 2016
(3.3) 2016
(2.0) 2020
(4.2) 2001
(4.8) 2014
(18.9) 2015
(8.6) 1998
(4.0) 1994
(8.7) 2015
(7.1) 1996
(4.9) 2016
(2.2) 2016
(6.9) 2014
(5.9) 2015
(0.6) 2019
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(12.4) 2015
(A&C)
(11.2) 2004
(1.6) 2019
(2.7) 2020
(4.0) 2015
—
2022
(0.1) 2019
(1.7) 2017
(2.0) 2018
(4.1) 2011
(2.2) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(3.8) 1985
(A&C)
(4.3) 1996
(4.6) 2020
(4.8) 2014
(2.0) 2016
(16.0) 2014
(4.6) 2014
(3.9) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
Marina Cove
Meadow Lake(8)
Meadowbrook
Meadowbrook Estates
Meadowbrook Village
Meadowlands(8)
Meadowstone
Menifee Development(5)
Merrymeeting
Mill Creek(8)
Millwood
Moreno 66 Development(5)
Mountain View
Napa Valley
New England Village
North Lake(8)
North Point Estates
Northville Crossing
Norway Commons
Oak Creek
Oak Crest
Oak Grove
Oak Island Village
Oak Ridge
Oakview Estates
Oakwood Village
Ocean Breeze Resort(8)
Ocean Breeze(6)(8)
Ocean Pines
Ocean View
Ocean West
Orange City(8)
Orange Tree Village
Orchard Lake
Uncasville, CT
White Lake, MI
Charlotte, NC
Monroe, MI
Tampa, FL
Gibraltar, MI
Hastings, MI
Menifee, CA
Brunswick, ME
Kissimmee, FL
Uncasville, CT
Moreno Valley, CA
Mesa, AZ
Napa, CA
Westbrook, CT
Moore Haven, FL
Pueblo, CO
Northville, MI
Norway, ME
Coarsegold, CA
Austin, TX
Plainville, CT
East Lansing, MI
Manteno, IL
Arcadia, FL
Miamisburg, OH
Jensen Beach, FL
Marathon, FL
Garden City, SC
Jensen Beach, FL
McKinleyville, CA
Orange City, FL
Orange City, FL
Milford, OH
—
29.7
—
—
10.6
20.1
—
—
—
—
—
—
—
0.3
1.2
1.3
0.4
0.5
0.6
0.7
2.3
0.3
1.4
2.4
5.0
5.5
27.0
17.7
—
—
—
59.6
—
—
19.9
—
17.5
27.8
—
38.3
—
—
—
—
4.3
31.7
9.0
—
4.2
4.2
1.6
1.2
—
4.8
4.3
1.0
0.3
1.1
0.9
2.0
19.0
2.3
7.6
4.6
5.0
0.9
0.3
0.4
—
0.1
—
0.4
—
—
—
—
—
—
—
—
—
—
—
—
—
—
0.7
—
4.4
—
—
—
—
—
—
—
—
0.2
0.4
—
—
—
0.4
11.5
6.6
3.3
4.7
7.7
20.3
—
1.0
4.8
—
—
12.3
11.7
1.4
3.5
3.0
29.5
15.9
11.2
12.6
1.7
6.8
36.9
3.9
6.4
13.9
1.8
35.3
—
4.4
5.5
2.5
4.0
F - 77
0.4
8.0
9.7
20.4
1.6
3.0
0.7
18.6
0.9
5.9
3.3
12.2
0.9
1.2
0.2
1.9
4.8
6.2
0.8
2.7
26.7
0.1
4.4
5.5
1.9
15.0
40.5
6.6
1.9
14.9
1.2
7.1
1.7
3.9
0.3
1.3
1.3
0.8
0.5
0.6
0.7
2.3
0.3
1.4
2.4
5.0
5.5
17.7
4.2
4.2
1.6
1.2
0.7
4.8
8.7
1.0
0.3
1.1
0.9
2.0
19.0
2.3
7.6
4.8
5.4
0.9
0.3
0.4
0.8
19.5
16.3
23.7
6.3
10.7
21.0
18.6
1.9
10.7
3.3
12.2
13.2
12.9
1.6
5.4
7.8
35.7
16.7
13.9
39.3
1.8
11.2
42.4
5.8
21.4
54.4
8.4
37.2
14.9
5.6
12.6
4.2
7.9
1.1
20.8
17.6
24.5
6.8
11.3
21.7
20.9
2.2
12.1
5.7
17.2
18.7
30.6
5.8
9.6
9.4
36.9
17.4
18.7
48.0
2.8
11.5
43.5
6.7
23.4
73.4
10.7
44.8
19.7
11.0
13.5
4.5
8.3
(0.1) 2019
(15.1) 1994
(A)
(A)
(10.5) 2000
(A&C)
(14.6) 1986
(5.3) 1994
(3.1) 2015
(1.8) 2021
—
2020
(0.6) 2014
(2.4) 2016
(A)
(A)
(A)
(A)
(C)
(A)
(A)
(0.2) 2019
(A&C)
—
2021
(4.3) 2014
(3.4) 2016
(0.3) 2019
(2.2) 2011
(4.3) 2001
(13.9) 2012
(0.8) 2022
(4.5) 2014
(14.6) 2002
(0.3) 2019
(4.5) 2011
(14.0) 2014
(1.4) 2016
(13.3) 1998
(11.0) 2016
(1.1) 2016
(7.1) 2019
(0.7) 2020
(1.1) 2017
(3.8) 2011
(3.3) 1994
(4.3) 1999
(C)
(A)
(A)
(A)
(A)
(C)
(A)
(A)
(A)
(C)
(A)
(A)
(A)
(A)
(A&C)
(A&C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Paddock Park South
Palm Creek Resort & Residences(8)
Palm Key Village
Palm Village
Palos Verdes Shores MH & Golf
Community(2)
Park Place
Park Royale
Parkside Village
Pearwood(8)
Pebble Creek
Pecan Branch
Pecan Park(8)
Pelican Bay
Pembroke Downs
Pheasant Ridge
Pine Acre Trails
Pine Hills
Pine Ridge
Pine Trace
Pinebrook Village
Pineview Estates
Pismo Dunes Resort(8)
Pleasant Beach Campground
Pleasant Lake RV Resort
Presidential Estates
Rainbow(8)
Rainbow Village Largo(8)
Rainbow Village Zephyrhills(8)
Rancho Alipaz(2)
Rancho Caballero
Rancho Mirage
Red Oaks(2)(8)
Regency Heights
Location
Ocala, FL
Casa Grande, AZ
Davenport, FL
Bradenton, FL
San Pedro, CA
Sebastian, FL
Pinellas Park, FL
Cheektowaga, NY
Pearland, TX
Greenwood, IN
Georgetown, TX
Jacksonville, FL
Micco, FL
Chino, CA
Lancaster, PA
Conroe, TX
Middlebury, IN
Prince George, VA
Houston, TX
Kentwood, MI
Flint, MI
Pismo Beach, CA
Sherkston, ON
Bradenton, FL
Hudsonville, MI
Frostproof, FL
Largo, FL
Zephyrhills, FL
San Juan Capistrano, CA
Riverside, CA
Apache Junction, AZ
Bushnell, FL
Clearwater, FL
Encumb
rances(4)
—
88.7
14.7
—
33.7
—
13.9
—
—
—
—
—
5.8
12.9
45.4
—
—
10.7
33.6
—
—
18.3
—
11.5
28.9
—
8.3
8.5
11.9
21.4
—
—
25.5
Land
0.6
11.8
3.8
3.0
—
1.4
0.7
0.6
—
1.0
1.4
2.0
0.5
9.6
2.0
15.6
0.1
0.4
2.9
0.1
1.9
11.1
1.6
5.2
0.7
1.9
4.4
1.8
—
16.6
7.5
5.2
11.3
Depreciable
Assets
Land
Depreciable
Assets
3.2
29.6
0.7
2.0
8.0
4.8
1.0
0.4
(0.5)
11.2
20.0
12.9
2.3
1.0
1.5
17.8
4.2
25.1
14.7
2.7
40.5
1.5
0.3
4.4
6.5
4.8
3.7
2.8
0.9
1.8
1.1
8.2
4.1
—
—
—
—
—
0.1
—
—
1.2
—
0.2
1.4
—
—
—
—
—
—
(0.2) (3)
—
—
—
(0.4) (1)
—
—
—
—
—
16.2
—
—
—
—
6.6
76.1
15.7
2.8
21.8
48.7
29.0
10.4
10.3
5.1
—
5.0
10.5
7.3
19.3
16.7
0.5
2.4
17.2
5.7
57.4
10.2
0.6
20.4
6.3
5.7
12.5
9.9
2.9
12.4
22.2
20.5
15.7
F - 78
Land
0.6
11.8
Depreciable
Assets
9.8
105.7
Total
10.4
117.5
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
(2.3) 2016
(A)
(43.6) 2012
(A&C)
3.8
3.0
—
1.5
0.7
0.6
1.2
1.0
1.6
3.4
0.5
9.6
2.0
15.6
0.1
0.4
2.7
0.1
1.9
11.1
1.2
5.2
0.7
1.9
4.4
1.8
16.2
16.6
7.5
5.2
11.3
16.4
4.8
29.8
53.5
30.0
10.8
9.8
16.3
20.0
17.9
12.8
8.3
20.8
34.5
4.7
27.5
31.9
8.4
97.9
11.7
0.9
24.8
12.8
10.5
16.2
12.7
3.8
14.2
23.3
28.7
19.8
20.2
7.8
29.8
55.0
30.7
11.4
11.0
17.3
21.6
21.3
13.3
17.9
22.8
50.1
4.8
27.9
34.6
8.5
99.8
22.8
2.1
30.0
13.5
12.4
20.6
14.5
20.0
30.8
30.8
33.9
31.1
(4.8) 2015
(1.2) 2016
(6.5) 2016
(14.9) 2015
(8.6) 2015
(3.5) 2014
(0.9) 2021
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(9.1) 2000
(A&C)
(7.0) 1999
(C)
(3.6) 2016
(A&C)
(3.6) 2015
(2.0) 2016
(14.0) 2002
(1.3) 2022
(2.8) 1980
(11.1) 1986
(17.9) 2004
(3.1) 2011
(9.6) 2021
(2.7) 2017
—
2021
(6.4) 2016
(7.7) 1996
(3.9) 2012
(4.3) 2016
(3.3) 2016
(1.0) 2016
(3.5) 2016
(7.5) 2014
(7.3) 2016
(4.7) 2016
(A)
(A)
(A)
(A)
(A)
(A&C)
(A&C)
(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, 2023
(amounts in millions)
Property Name
Reserve at Fox Creek
Richmond Place
River Beach Campsites & RV
River Haven(8)
River Pines
River Ranch
River Ridge
River Ridge Estates
Riverside Club
Riverside Drive Park
Rolling Hills
Roxbury Park
Royal Country
Royal Palm Village
Royal Palms(2)(8)
Rudgate Clinton
Rudgate Manor
Saddle Oak Club
Saddlebrook
Sandy Lake(8)
Saralake Estates
Savanna Club
Scio Farms
Sea Air Village
Serendipity
Settler's Rest(8)
Shadow Wood Village
Shady Pines(8)
Shady Road Villas
Sheffield Estates
Shelby Forest
Shelby West
Shell Creek(8)
Siesta Bay(8)(9)
Location
Bullhead City, AZ
Richmond, MI
Milford, PA
Grand Haven, MI
Nashua, NH
Austin, TX
Saline, MI
Austin, TX
Ruskin, FL
Augusta, ME
Storrs, CT
Goshen, IN
Miami, FL
Haines City, FL
Cathedral City, CA
Clinton Township, MI
Sterling Heights, MI
Ocala, FL
San Marcos, TX
Carrollton, TX
Sarasota, FL
Port St. Lucie, FL
Ann Arbor, MI
Rehoboth Beach, DE
North Fort Myers, FL
Zephyrhills, FL
Hudson, FL
Galloway Township, NJ
Ocala, FL
Auburn Hills, MI
Shelby Twp., MI
Shelby Twp., MI
Punta Gorda, FL
Ft. Myers, FL
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
14.6
7.2
—
—
—
—
—
38.2
36.7
—
—
—
62.8
10.3
—
—
—
18.3
—
—
—
61.9
51.5
—
—
—
—
—
—
—
—
—
8.5
—
2.0
0.5
—
1.8
2.7
4.7
1.0
3.2
1.6
1.2
4.0
1.1
2.3
1.7
—
1.1
1.4
0.7
1.7
0.7
6.5
12.8
2.3
1.2
1.2
1.8
4.5
1.1
0.5
0.8
4.0
5.7
2.2
2.1
—
—
0.3
—
—
0.2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1.6
—
0.4
(0.3) (3)
—
0.8
—
—
—
—
—
—
—
20.1
2.0
—
16.9
37.8
0.8
26.9
15.1
66.2
12.1
3.7
9.9
20.8
27.4
21.6
23.7
31.1
6.7
11.8
17.8
11.4
79.9
22.7
10.2
23.5
7.7
3.9
3.8
2.8
7.2
42.4
38.9
9.7
18.5
F - 79
1.1
4.0
4.5
17.8
1.0
38.3
0.9
6.7
18.7
3.4
5.1
9.0
3.9
6.5
2.7
12.7
19.3
1.2
25.0
2.1
1.6
1.5
16.8
3.7
4.7
2.7
16.2
1.7
5.1
3.8
1.8
1.2
4.3
(2.9) (9)
2.0
0.5
0.3
1.8
2.7
4.9
1.0
3.2
1.6
1.2
4.0
1.1
2.3
1.7
—
1.1
1.4
0.7
1.7
0.7
6.5
14.4
2.3
1.6
0.9
1.8
5.3
1.1
0.5
0.8
4.0
5.7
2.2
2.1
21.2
6.0
4.5
34.7
38.8
39.1
27.8
21.8
84.9
15.5
8.8
18.9
24.7
33.9
24.3
36.4
50.4
7.9
36.8
19.9
13.0
81.4
39.5
13.9
28.2
10.4
20.1
5.5
7.9
11.0
44.2
40.1
14.0
15.6
23.2
6.5
4.8
36.5
41.5
44.0
28.8
25.0
86.5
16.7
12.8
20.0
27.0
35.6
24.3
37.5
51.8
8.6
38.5
20.6
19.5
95.8
41.8
15.5
29.1
12.2
25.4
6.6
8.4
11.8
48.2
45.8
16.2
17.7
(6.7) 2014
(3.5) 1998
(0.7) 2020
(19.8) 2001
(6.0) 2019
(A)
(A)
(A)
(A)
(A)
(15.0) 2000
(A&C)
(2.4) 2021
(13.3) 2002
(21.7) 2015
(1.7) 2020
(0.9) 2019
(9.7) 2001
(22.1) 1994
(9.1) 2015
(6.0) 2016
(13.8) 2012
(18.6) 2012
(6.6) 1995
(17.1) 2002
(5.1) 2016
(3.3) 2016
(23.4) 2015
(27.9) 1995
(8.6) 1997
(7.7) 2015
(2.6) 2016
(3.0) 2016
(1.4) 2016
(1.9) 2016
(5.7) 2006
(7.1) 2019
(6.4) 2019
(3.5) 2016
(4.5) 1996
(A)
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
(A)
(A&C)
(A&C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
Silver Springs
Sky Harbor
Skyline
Smith Creek Crossing
Southern Charm(8)
Southern Hills / Northridge Place
Southern Leisure RV Resort
Southern Palms
Clinton Township, MI
Cheektowaga, NY
Fort Collins, CO
Granby, CO
Zephyrhills, FL
Stewartville, MN
Chiefland, FL
Ladson, SC
—
—
9.0
—
10.7
6.9
—
—
0.9
2.3
2.3
1.4
4.9
0.4
3.1
2.4
Southport Springs Golf & Country Club
Zephyrhills, FL
31.9
15.1
Southside Landing
Southwood Village
Spanish Main(8)
Spanish Trails West
St. Clair Place
Stonebridge (MI)(5)
Stonebridge(8)
Stonebrook
Stoneridge Villas(5)
Strafford / Lake Winnipesaukee South
KOA
Summit Ridge
Sun Outdoors Arches Gateway
Sun Outdoors Association Island
Sun Outdoors Bend(2)
Sun Outdoors Canyonlands Gateway
Sun Outdoors Cape Charles
Sun Outdoors Cape May
Sun Outdoors Central Coast Wine
Country(8)
Sun Outdoors Chesapeake Bay(2)
Sun Outdoors Coos Bay
Sun Outdoors Chincoteague Bay(2)(5)
Sun Outdoors Frontier Town
Sun Outdoors Garden City Utah
Sun Outdoors Gig Harbor
Cambridge, MD
Grand Rapids, MI
Thonotosassa, FL
Casa Grande, AZ
St. Clair, MI
Richfield Twp., MI
San Antonio, TX
Homosassa, FL
Gardnerville, NV
Strafford, NH
Converse, TX
Moab, UT
Henderson, NY
Bend, OR
Moab, UT
Cape Charles, VA
Cape May, NJ
Paso Robles, CA
Temperanceville, VA
Coos Bay, OR
Chincoteague, VA
Berlin, MD
Garden City, UT
Gig Harbor, WA
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1.0
0.3
2.4
6.6
0.5
2.0
2.5
0.7
5.3
—
2.6
3.7
1.7
4.0
6.3
19.1
—
1.7
2.3
2.7
7.5
19.0
2.1
3.4
2.9
8.8
1.1
54.8
3.7
12.7
4.9
0.5
5.3
1.6
3.4
6.4
3.4
2.7
2.2
6.8
1.0
1.0
9.4
17.6
2.9
5.9
1.0
0.8
9.0
0.5
4.5
3.5
2.4
3.8
40.7
1.7
1.0
0.9
2.3
2.3
1.4
4.9
0.4
3.1
2.4
15.1
1.0
0.3
2.4
6.6
0.5
2.3
1.9
0.7
5.3
0.3
1.7
3.7
1.7
4.0
6.3
19.1
2.2
1.7
2.3
2.7
7.5
19.0
2.1
3.4
19.5
33.1
13.2
54.8
21.1
25.4
19.7
9.9
22.5
4.1
14.9
14.5
18.7
4.7
2.2
8.9
15.1
1.0
9.4
19.7
11.6
20.6
14.3
9.2
47.7
28.0
16.0
12.3
5.6
3.8
83.9
9.6
12.9
20.4
35.4
15.5
56.2
26.0
25.8
22.8
12.3
37.6
5.1
15.2
16.9
25.3
5.2
4.5
10.8
15.8
6.3
9.7
21.4
15.3
22.3
18.3
15.5
66.8
30.2
17.7
14.6
8.3
11.3
102.9
11.7
16.3
(7.8) 2012
(9.9) 2014
(4.2) 2014
(5.8) 2018
(5.7) 2016
(A)
(A)
(A)
(C)
(A)
(8.4) 2014
(A&C)
(1.7) 2021
(5.5) 2019
(A)
(A)
(6.4) 2015
(A&C)
(0.7) 2019
(5.3) 2011
(3.4) 2016
(0.9) 2022
(2.8) 1998
(0.5) 1998
(A)
(A)
(A)
(A)
(A)
(C)
(5.4) 2000
(A&C)
(4.3) 2015
—
2022
(1.1) 2019
(A)
(A)
(A)
(10.8) 2000
(A&C)
(2.4) 2018
(1.9) 2021
(1.8) 2020
(1.9) 2018
(4.4) 2021
(2.6) 2021
(A)
(A)
(A)
(A)
(A)
(A)
(5.9) 2014
(A&C)
(1.1) 2021
(1.2) 2018
(0.2) 2021
(22.3) 2015
(0.9) 2021
(1.6) 2020
(A)
(A)
(C)
(A)
(A)
(A)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
0.3
(0.6) (3)
—
—
0.3
(0.9) (3)
—
—
—
—
—
2.2
—
—
—
—
—
—
—
16.6
24.3
12.1
—
17.4
12.7
14.8
9.4
17.2
2.5
11.5
8.1
15.3
2.0
—
2.1
14.1
—
—
2.1
8.7
14.7
13.3
8.4
38.7
27.5
11.5
8.8
3.2
—
43.2
7.9
11.9
F - 80
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Sun Outdoors Islamorada(6)
Sun Outdoors Kensington Valley
Sun Outdoors Key Largo
Sun Outdoors Lake Rudolph
Sun Outdoors Lake Travis
Sun Outdoors Marathon
Sun Outdoors Moab Downtown
Sun Outdoors Myrtle Beach(8)
Sun Outdoors Mystic
Location
Islamorada, FL
New Hudson, MI
Key Largo, FL
Santa Claus, IN
Austin, TX
Marathon, FL
Moab, UT
Conway, SC
Old Mystic, CT
Sun Outdoors New Orleans North Shore
Ponchatoula, LA
Sun Outdoors North Moab
Sun Outdoors Ocean City
Sun Outdoors Ocean City Gateway
Sun Outdoors Old Orchard Beach
Downtown
Sun Outdoors Orange Beach
Sun Outdoors Panama City Beach(2)
Sun Outdoors Paso Robles
Sun Outdoors Petoskey Bay Harbor
Sun Outdoors Pigeon Forge(2)
Sun Outdoors Portland South(2)
Sun Outdoors Rocky Mountains
Sun Outdoors Rehoboth Bay
Moab, UT
Berlin, MD
Whaleyville, MD
Old Orchard Beach, ME
Orange Beach, AL
Paso Robles, CA
Petoskey, MI
Sevierville, TN
Wilsonville, OR
Granby, CO
Millsboro, DE
Sun Outdoors Saco Old Orchard Beach
Saco, ME
Sun Outdoors Salt Lake City
Sun Outdoors San Diego Bay(2)
Sun Outdoors Santa Barbara
Sun Outdoors Sarasota
Sun Outdoors St. Augustine
Sun Outdoors Sugarloaf Key(2)
Sun Outdoors Wells Beach(2)
Sun Outdoors Yellowstone North(2)
Sun Retreats Adirondack Gateway
Sun Retreats Amherstburg
North Salt Lake, UT
San Diego, CA
Goleta, CA
Sarasota, FL
St. Augustine, FL
Summerland Key, FL
Wells, ME
Gardiner, MT
Gansevoort, NY
Amherstburg, ON
Encumb
rances(4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
137.4
—
—
—
—
—
—
Land
10.5
—
2.4
2.3
3.7
4.8
3.7
5.9
0.1
7.7
—
14.3
0.5
2.0
12.7
10.3
1.4
0.2
3.7
—
8.6
2.8
0.8
3.4
—
16.0
51.0
4.2
7.7
1.4
—
0.6
1.1
Depreciable
Assets
Land
Depreciable
Assets
33.6
0.9
3.0
15.2
1.9
5.8
0.8
105.9
2.7
11.7
12.2
9.2
19.0
2.8
31.5
3.3
44.6
5.1
3.3
(8.6)
147.6
20.2
6.1
2.4
70.4
1.4
17.4
1.3
4.6
0.8
(5.3)
2.4
2.0
2.3
2.9
—
—
—
—
—
0.7
—
—
3.2
—
—
—
0.9
—
—
—
—
9.3
(3.1) (3)
2.2
—
—
—
—
(0.2) (3)
—
0.3
—
5.6
—
—
7.0
20.1
1.0
28.1
22.2
4.7
7.4
—
0.3
16.1
—
22.3
5.2
10.0
7.5
9.1
—
3.3
19.7
19.0
—
17.9
3.6
4.6
—
6.2
117.5
10.5
4.4
11.4
12.5
2.0
1.5
F - 81
Land
12.8
2.9
2.4
2.3
3.7
4.8
3.7
6.6
0.1
7.7
3.2
14.3
0.5
2.0
13.6
10.3
1.4
0.2
3.7
9.3
5.5
5.0
0.8
3.4
—
16.0
50.8
4.2
8.0
1.4
5.6
0.6
1.1
Panama City Beach, FL
14.1
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
40.6
21.0
4.0
43.3
24.1
10.5
8.2
53.4
23.9
6.4
45.6
27.8
15.3
11.9
(0.9) 2016
(1.8) 2021
(1.0) 2016
(A)
(A)
(A)
(18.0) 2014
(A&C)
(7.7) 2015
(2.3) 2016
(1.9) 2018
(A)
(A)
(A)
105.9
112.5
(18.8) 2017
(A&C)
3.1
35.5
15.4
45.8
24.7
14.8
52.6
22.7
46.0
8.6
26.7
19.7
(1.6) 2013
(4.4) 2019
(1.7) 2019
(A)
(A)
(A)
(11.1) 2014
(A&C)
(5.4) 2015
(2.1) 2019
(2.3) 2019
(2.6) 2017
(10.6) 2014
(2.5) 2016
(3.7) 2019
(1.0) 2021
3.0
27.8
12.2
31.5
24.2
12.8
39.0
12.4
44.6
8.4
23.0
10.4
147.6
38.1
9.7
7.0
70.4
7.6
153.1
(22.0) 2018
43.1
10.5
10.4
70.4
23.6
(5.7) 2019
(3.7) 2014
(1.6) 2018
(8.9) 2019
(1.0) 2020
134.9
185.7
(37.4) 2016
11.8
9.0
12.2
7.2
4.4
3.5
16.0
17.0
13.6
12.8
5.0
4.6
(2.2) 2018
(0.6) 2021
(1.1) 2021
(0.7) 2021
(1.2) 2016
(0.8) 2016
(A)
(A)
(A)
(A)
(C)
(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, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
Sun Retreats Arran Lake
Sun Retreats Avalon
Sun Retreats Blue Mountains
Sun Retreats Birch Bay
Sun Retreats Cape Cod
Sun Retreats Cape May Wildwood
Sun Retreats Cayuga
Sun Retreats Crystal River(8)
Sun Retreats Daytona Beach
Sun Retreats Dennis Port
Sun Retreats Dunedin
Sun Retreats Estero Bay(8)
Sun Retreats Flamborough
Sun Retreats Fort Myers Beach(8)(9)
Sun Retreats Georgian Bay
Allenford, ON
Cape May Court House,
NJ
Clarksburg, ON
Blaine, WA
East Falmouth, MA
Cape May, NJ
Cayuga, ON
Crystal River, FL
Port Orange, FL
Dennisport, MA
Dunedin, FL
Fort Myers, FL
Millgrove, ON
Ft. Myers, FL
Seguin, ON
Sun Retreats Geneva on the Lake
Geneva on the Lake, OH
Sun Retreats Gwynn's Island
Sun Retreats Gun Lake
Sun Retreats Hay Bay
Sun Retreats Homosassa River(8)
Sun Retreats Huntsville
Sun Retreats Ipperwash
SUN Retreats Lake Josephine(8)
Sun Retreats Lancaster County
Sun Retreats Long Beach Island
Sun Retreats Nantahala
Sun Retreats Naples(8)
Sun Retreats Naples East(8)
Sun Retreats New Point
Sun Retreats Ocala Orange Lake(8)
Gwynn, VA
Hopkins, MI
Napanee, ON
Homosassa Springs, FL
Huntsville, ON
Lambton Shores, ON
Sebring, FL
Narvon, PA
Barnegat, NJ
Sylva, NC
Naples, FL
Naples, FL
New Point, VA
Citra, FL
Sun Retreats Old Orchard Beach
Old Orchard Beach, ME
Sun Retreats Orlando ChampionsGate
Davenport, FL
Sun Retreats Penetanguishene
Tiny, ON
—
—
—
—
—
—
—
—
—
15.1
9.2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
12.9
—
—
—
—
—
—
1.1
0.6
0.4
7.5
3.7
0.7
1.0
0.4
2.3
14.3
4.4
4.9
3.0
0.2
3.7
0.4
0.8
0.4
0.9
1.5
2.8
0.9
0.5
7.4
0.7
0.1
3.6
5.8
1.6
5.3
0.6
—
1.3
—
—
—
—
—
—
(0.1) (1)
0.2
—
—
—
—
(0.2) (1)
—
(0.2) (1)
—
—
—
—
—
(0.1) (1)
(0.1) (1)
—
—
—
—
—
—
—
0.1
—
(9)
0.5
5.5
0.9
6.9
1.2
9.4
3.3
7.1
5.8
9.5
3.3
2.7
2.6
5.6
0.9
11.6
1.9
5.4
2.4
3.8
0.7
0.7
3.8
5.0
2.1
1.0
2.9
3.4
4.5
7.2
3.5
3.6
(0.1) (1)
18.2
2.7
1.2
21.3
0.7
7.6
10.8
7.7
4.2
5.5
7.2
11.9
16.9
20.6
3.0
2.4
3.7
20.8
0.6
0.9
2.1
5.0
4.3
1.5
2.8
7.1
3.4
0.8
2.0
5.0
5.3
4.5
7.7
—
2.1
F - 82
1.1
0.6
0.4
7.5
3.7
0.7
0.9
0.6
2.3
14.3
4.4
4.9
2.8
0.2
3.5
0.4
0.8
0.4
0.9
1.5
2.7
0.8
0.5
7.4
0.7
0.1
3.6
5.8
1.6
5.4
0.6
3.6
1.2
1.7
26.8
1.6
14.5
12.0
17.1
7.5
12.6
13.0
21.4
20.2
23.3
5.6
8.0
4.6
2.8
27.4
2.0
22.0
15.7
17.8
8.4
13.2
15.3
35.7
24.6
28.2
8.4
8.2
8.1
(0.4) 2016
(9.3) 2013
(0.3) 2016
(0.9) 2021
(2.2) 2020
(6.7) 2013
(1.8) 2016
(3.5) 2015
(3.1) 2016
(4.3) 2016
(5.4) 2016
(2.9) 2020
(1.2) 2016
(0.6) 1997
(1.2) 2016
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
32.4
32.8
(10.6) 2013
(A&C)
2.5
6.3
4.5
8.8
5.0
2.2
6.6
3.3
6.7
5.4
10.3
7.7
3.0
7.1
12.1
19.5
5.5
1.8
4.9
8.4
9.8
11.7
11.2
18.2
4.8
6.2
1.9
8.5
14.2
11.4
17.1
11.8
21.8
6.0
(0.9) 2013
(2.1) 2011
(1.1) 2016
(2.1) 2016
(1.3) 2016
(0.6) 2016
(1.1) 2016
(4.4) 2012
(1.3) 2016
(0.5) 2016
(1.7) 2011
(3.7) 2011
(3.8) 2013
(4.3) 2012
(4.3) 2013
(1.9) 2020
(1.1) 2016
(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, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Sun Retreats Peters Pond
Sun Retreats Pleasant Acres Farm
Sun Retreats Rehoboth Bay
Sun Retreats Rock River
Sun Retreats San Antonio West(8)
Sun Retreats Sandbanks
Sun Retreats Sea Isle
Sun Retreats Seashore
Sandwich, MA
Sussex, NJ
Millsboro, DE
Hillsdale, IL
San Antonio, TX
Cherry Valley, ON
Clermont, NJ
Cape May, NJ
Sun Retreats Shenandoah Valley
Stuarts Draft, VA
Sun Retreats Sherkston Shores
Sun Retreats Silver Lake
Sun Retreats Stratford
Sun Retreats Texas Hill Country(8)
Sun Retreats Turkey Point
Sun Retreats Wild Acres
Sun Retreats Willow Lake
Sun Valley
Sun Villa Estates
Suncoast Gateway
Sundance
Sunlake Estates
Sunrise Estates
Sunset Beach RV Resort
Sunset Harbor at Cow Key Marina
Sunset Ridge(8)
Sunset Ridge (TX)
Swan Meadow Village
Sweetwater(8)
Sycamore Village
Sylvan Crossing
Sylvan Glen Estates
Tallowwood Isle
Tamarac Village(8)
Tampa East(8)
Sherkston, ON
Mears, MI
Bornholm, ON
New Braunfels, TX
Normandale, ON
Old Orchard Beach, ME
Scotland, ON
Apache Junction, AZ
Reno, NV
Port Richey, FL
Zephyrhills, FL
Grand Island, FL
Banning, CA
Cape Charles, VA
Key West, FL
Portland, MI
Kyle, TX
Dillon, CO
Zephyrhills, FL
Mason, MI
Chelsea, MI
Brighton, MI
Coconut Creek, FL
Ludington, MI
Dover, FL
—
—
—
—
—
—
28.8
13.4
—
—
—
—
—
—
—
—
10.8
22.3
—
—
19.6
—
—
—
—
—
12.4
9.6
—
—
—
—
17.7
—
4.7
3.6
3.6
1.8
0.8
0.6
1.5
1.0
—
22.8
0.6
1.7
3.8
2.6
1.6
1.2
2.8
2.4
0.6
0.9
6.3
5.5
3.8
8.6
2.0
2.2
2.1
1.3
0.4
2.2
2.7
13.8
0.4
0.7
4.2
2.4
2.3
4.0
2.2
1.5
4.5
3.8
19.5
42.8
1.6
0.7
4.5
2.1
8.0
1.3
1.6
3.1
1.1
1.3
3.2
0.6
3.6
1.8
43.1
37.2
0.6
2.9
5.0
3.1
4.1
2.9
3.5
10.3
—
—
—
—
—
—
—
1.9
(0.6) (1)
—
(0.1) (1)
—
(0.1) (1)
—
—
—
(1.1) (3)
—
—
0.5
—
—
—
—
—
—
—
—
—
—
0.2
—
—
22.8
6.2
41.3
6.0
6.2
1.3
29.9
23.2
—
97.2
7.0
2.2
27.2
4.2
26.8
2.3
18.4
11.8
0.3
25.3
24.1
17.2
24.0
7.6
—
2.8
19.7
9.1
13.3
22.4
22.7
20.8
12.0
6.3
F - 83
4.7
3.6
3.6
1.8
0.8
0.6
1.5
1.0
1.9
27.0
8.6
43.6
10.0
8.4
2.8
34.4
27.0
19.5
31.7
12.2
47.2
11.8
9.2
3.4
35.9
28.0
21.4
(10.6) 2013
(0.7) 2021
(6.6) 2019
(2.4) 2017
(3.5) 2012
(0.5) 2016
(11.6) 2014
(9.4) 2014
(2.4) 2020
22.2
140.0
162.2
(31.5) 2016
0.6
1.6
3.8
2.5
1.6
1.2
2.8
1.3
0.6
0.9
6.8
5.5
3.8
8.6
2.0
2.2
2.1
1.3
0.4
2.2
2.7
14.0
0.4
0.7
8.6
2.9
31.7
6.3
34.8
3.6
20.0
14.9
1.4
26.6
27.3
17.8
27.6
9.4
43.1
40.0
20.3
12.0
18.3
25.5
26.8
23.7
15.5
16.6
9.2
4.5
35.5
8.8
36.4
4.8
22.8
16.2
2.0
27.5
34.1
23.3
31.4
18.0
45.1
42.2
22.4
13.3
18.7
27.7
29.5
37.7
15.9
17.3
Acquired
(A) or
Constructe
d (C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
(1.9) 2018
(0.7) 2016
(9.0) 2016
(A&C)
(1.3) 2016
(14.5) 2013
(0.8) 2016
(6.3) 2014
(10.7) 1998
(0.5) 2016
(7.7) 2015
(7.7) 2015
(1.0) 2022
(6.5) 2016
(2.3) 2016
(15.7) 1998
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(7.4) 2000
(A&C)
(6.2) 2014
(3.2) 2016
(7.8) 2011
(2.0) 2021
(2.3) 2021
(5.7) 2016
(5.9) 2011
(8.0) 2005
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Tanglewood Village
The Colony(2)
The Foothills(5)
The Grove at Alta Ridge
Location
Brownstown, MI
Oxnard, CA
Fort Collins, CO
Thornton, CO
The Hamptons Golf & Country Club
Auburndale, FL
The Hideaway
The Hills
The Landings at Lake Henry
The Ridge
The Valley
The Villas at Calla Pointe
The Willows
Themeworld(8)
Three Gardens
Three Lakes
Thunderhill Estates
Timber Ridge
Timberline Estates
Town & Country
Town & Country Village
Tranquility MHC
Traveler's World(8)
Treetops(8)
Troy Villa
Vallecito
Victor Villa
Vines(8)
Vista Del Lago
Key West, FL
Apopka, FL
Haines City, FL
Davenport, FL
Apopka, FL
Cheektowaga, NY
Goshen, IN
Davenport, FL
Southington, CT
Hudson, FL
Sturgeon Bay, WI
Ft. Collins, CO
Coopersville, MI
Traverse City, MI
Lisbon, ME
Bushnell, FL
San Antonio, TX
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
Walden Woods I(10)
Walden Woods II(10)
Warren Dunes Village
Water Oak Country Club Estates
Port Charlotte, FL
Homosassa, FL
Homosassa, FL
Bridgman, MI
Lady Lake, FL
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
—
—
—
24.8
63.8
—
—
10.9
34.5
—
—
—
—
—
—
5.0
36.2
23.4
—
2.3
—
—
—
—
27.6
16.7
—
23.9
7.9
—
10.2
—
—
72.9
0.5
—
3.8
5.4
15.9
2.7
1.8
3.1
8.4
2.5
0.4
0.7
2.9
2.0
5.1
0.6
1.0
0.5
0.4
0.2
1.3
0.8
0.7
5.6
25.8
2.5
0.9
17.8
3.6
0.7
1.6
—
0.3
2.8
1.1
—
1.1
—
—
—
—
—
—
—
—
—
—
—
—
0.5
—
—
—
—
—
—
—
—
—
—
—
—
—
0.6
(0.9)
0.8
1.2
3.1
21.6
6.4
—
37.1
67.6
1.0
3.9
31.0
35.5
5.7
11.0
15.8
24.1
6.7
3.4
9.0
9.2
4.9
3.7
4.5
—
8.0
9.8
16.5
9.8
20.4
7.1
9.5
5.3
4.2
26.4
—
3.4
16.7
F - 84
1.4
1.1
2.8
0.8
5.7
1.2
1.6
3.1
2.2
1.7
0.2
2.4
4.6
0.5
3.4
3.2
4.3
4.1
2.6
1.0
1.0
1.9
2.5
4.4
1.3
1.6
1.8
1.7
2.2
1.3
(11.8)
13.9
11.0
74.7
1.6
—
4.9
5.4
15.9
2.7
1.8
3.1
8.4
2.5
0.4
0.7
2.9
2.0
5.1
1.1
1.0
0.5
0.4
0.2
1.3
0.8
0.7
5.6
25.8
2.5
0.9
17.8
3.6
1.3
0.7
0.8
1.5
5.9
23.0
7.5
2.8
37.9
73.3
2.2
5.5
34.1
37.7
7.4
11.2
18.2
28.7
7.2
6.8
12.2
13.5
9.0
6.3
5.5
1.0
9.9
12.3
20.9
11.1
22.0
8.9
11.2
7.5
5.5
14.6
13.9
14.4
91.4
24.6
7.5
7.7
43.3
89.2
4.9
7.3
37.2
46.1
9.9
11.6
18.9
31.6
9.2
11.9
13.3
14.5
9.5
6.7
5.7
2.3
10.7
13.0
26.5
36.9
24.5
9.8
29.0
11.1
6.8
15.3
14.7
15.9
97.3
(2.0) 2021
(2.0) 2016
—
2021
(12.0) 2014
(21.0) 2015
(0.6) 2016
(1.4) 2016
(9.8) 2015
(11.1) 2015
(1.9) 2016
(3.6) 2014
(1.5) 2021
(2.5) 2021
(1.1) 2019
(2.8) 2012
(3.9) 2014
(9.9) 1996
(5.9) 1994
(4.0) 1996
(1.8) 2014
(0.1) 2021
(2.5) 2016
(3.1) 2016
(2.6) 2020
(2.8) 2016
(5.7) 2016
(3.5) 2013
(2.8) 2016
(1.8) 2016
(1.4) 2015
(4.2) 2015
(4.0) 2015
(5.0) 2011
(31.2) 1993
Acquired
(A) or
Constructe
d (C)
(A)
(A)
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A&C)
(A&C)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Property Name
Waters Edge(8)
Waverly Shores Village
West Village Estates
Westbrook Senior Village
Westbrook Village
Westside Ridge
Location
Zephyrhills, FL
Holland, MI
Romulus, MI
Toledo, OH
Toledo, OH
Auburndale, FL
Westward Shores Cottages & RV Resort
West Ossipee, NH
White Lake
Wildwood Community
Willow Crossing(8)
Willowbrook Place
Windham Hills
Windmill Village
Windsor Woods Village
Woodhaven Place
Woodlake Trails
Woodland Park Estates
Woodlands at Church Lake
Woodside Terrace
Wymberly
Yankee Village
White Lake, MI
Sandwich, IL
Fort Lupton, CO
Toledo, OH
Jackson, MI
Davenport, FL
Wayland, MI
Woodhaven, MI
San Antonio, TX
Eugene, OR
Groveland, FL
Holland, OH
Martinez, GA
Old Saybrook, CT
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Encumb
rances(4)
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructe
d (C)
6.4
13.3
—
5.4
26.7
7.9
—
26.3
21.6
—
20.0
—
42.6
—
16.8
—
—
—
30.8
—
—
1.2
0.3
0.9
0.4
1.1
0.8
1.9
0.7
1.9
5.1
0.8
2.7
7.6
0.3
0.5
1.1
1.6
2.5
1.1
3.1
1.6
5.5
7.3
19.8
3.3
10.5
10.7
15.3
6.2
37.7
—
7.1
2.4
36.3
5.8
4.5
0.3
14.4
9.1
9.6
14.5
0.4
—
0.5
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3.1
5.7
4.1
0.7
7.1
1.2
15.0
12.3
1.8
41.4
8.2
19.4
1.6
2.5
9.3
21.6
1.4
7.4
16.2
9.9
—
1.2
0.8
0.9
0.4
1.1
0.8
1.9
0.7
1.9
5.1
0.8
2.7
7.6
0.3
0.5
1.1
1.6
2.5
1.1
3.1
1.6
8.6
13.0
23.9
4.0
17.6
11.9
30.3
18.5
39.5
41.4
15.3
21.8
37.9
8.3
13.8
21.9
15.8
16.5
25.8
24.4
0.4
9.8
13.8
24.8
4.4
18.7
12.7
32.2
19.2
41.4
46.5
16.1
24.5
45.5
8.6
14.3
23.0
17.4
19.0
26.9
27.5
2.0
(2.3) 2016
(A)
(4.3) 2011
(A&C)
(9.3) 2012
(2.8) 2001
(11.7) 1999
(3.4) 2015
(5.3) 2018
(A)
(A)
(A)
(A)
(A)
(11.1) 1997
(A&C)
(12.5) 2014
(0.3) 2021
(9.1) 1997
(A)
(C)
(A)
(12.5) 1998
(A&C)
(10.9) 2015
(3.8) 2011
(7.5) 1998
(A)
(A)
(A)
(8.6) 2000
(A&C)
(12.7) 1998
(3.9) 2015
(15.3) 1997
(2.9) 2019
(0.1) 2019
(A)
(A)
(A)
(A)
(A)
Corporate Headquarters and Other Fixed
Assets
$ 3,495.7
$ 1,686.3 $
6,114.8 $
99.3
$
3,819.7
$ 1,785.6
$
9,934.5 $ 11,720.1 $
(2,833.7)
Southfield, MI
—
0.5
0.5
1.1
199.2
1.6
199.7
201.3
(51.5)
$ 3,495.7
$ 1,686.8 $
6,115.3 $ 100.4
$
4,018.9
$ 1,787.2
$ 10,134.2 $ 11,921.4 $
(2,885.2)
(1) Gross amount carried at December 31, 2023, 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, 2023 has decreased at this property due to a partial disposition of land or depreciable assets, as applicable.
(4) Balance outstanding represents total amount due at maturity and excludes any premiums or discounts and deferred financing costs.
(5) This property was not included in our community count as of December 31, 2023 as it was not fully developed.
(6) This property was impaired as a result of Hurricane Irma in September 2017.
(7) This property was split into two separate properties in 2021.
(8) This property had a name change during the year ended December 31, 2023.
(9) This property was impaired as a result of Hurricane Ian in October 2022.
(10)This property is one physical property but was split into two separate properties for encumbrance reporting purposes.
F - 85
The following tables set forth real estate and accumulated depreciation relating to our MH properties in the UK.
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Property Name
Location
Encumbrances
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Whitstable, Kent, England
$
— $
23.5 $
2.3 $
0.9
$
0.5 $
24.4 $
2.8 $
27.2 $
(0.3) 2022
Alberta
Amble Links
Ashbourne Heights
Beauport
Birchington Vale(3)
Bodmin Holiday Park (formerly
Cornwall)
Bowland Fell
Broadland Sands
Brynteg
Amble, Northumberland,
England
Ashbourne, Derbyshire,
England
Hastings, Sussex, England
Birchington, Kent, England
Bodmin, Cornwall, England
Skipton, Yorkshire, England
Lowestoft, Suffolk, England
Llanryg, Caernafon, Wales
Burghead / Lossiemouth / Silver Sands
Burghead, Moray, Scotland
Carlton Meres
Chantry
Chichester Lakeside
Coghurst Hall
Dawlish Sands
Dovercourt
Felixstowe Beach
Glendale
Golden Sands
Harts
Hedley Wood
Henfold(1)(2)(4)
Hengar Manor
Littondale
Malvern View
Marlie
Martello Beach
New Beach
Saxmundham, Suffolk,
England
West Witton, Yorkshire,
England
Chichester, Sussex, England
Hastings, Sussex, England
Dawlish, Devon, England
Harwich, Essex, England
Felixstowe, Suffolk, England
Wigton, Cumbria, England
Dawlish, Devon, England
Isle of Sheppey, Kent, England
Holsworthy, Devon, England
Dorking, Surrey, England
Bodmin, Cornwall, England
Skipton, Yorkshire, England
Stanford Bishop, Worcester,
England
Romney, Kent, England
Clacton on Sea, Essex,
England
Dymchurch, Kent, England
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
59.5
7.0
72.9
3.5
6.9
9.2
36.2
24.9
34.3
33.9
10.8
71.1
47.4
10.2
37.9
16.0
18.0
34.4
28.9
2.4
108.1
8.0
1.9
17.4
40.9
17.3
52.5
—
—
—
—
—
—
1.8
—
—
—
—
—
—
—
—
—
0.1
—
—
—
(108.1) (4)
—
—
—
—
—
—
4.5
2.4
5.1
12.2
6.6
4.5
14.6
6.8
7.9
10.2
1.3
9.3
7.0
3.9
10.1
6.3
12.0
8.2
8.8
2.4
—
5.4
1.6
9.0
8.2
7.9
9.7
F - 86
0.3
0.5
0.7
(0.1)
2.7
6.1
3.9
1.9
8.1
5.7
0.1
6.4
(0.4)
0.1
0.3
1.0
3.4
4.9
1.7
9.9
89.2
3.4
0.1
2.6
1.1
12.7
3.2
59.5
7.0
72.9
3.5
6.9
9.2
38.0
24.9
34.3
33.9
10.8
71.1
47.4
10.2
37.9
16.0
18.1
34.4
28.9
2.4
—
8.0
1.9
17.4
40.9
17.3
52.5
4.8
2.9
5.8
12.1
9.3
10.6
18.5
8.7
16.0
15.9
1.4
15.7
6.6
4.0
10.4
7.3
15.4
13.1
10.5
12.3
89.2
8.8
1.7
11.6
9.3
20.6
12.9
64.3
9.9
78.7
15.6
16.2
19.8
56.5
33.6
50.3
49.8
12.2
86.8
54.0
14.2
48.3
23.3
33.5
47.5
39.4
14.7
89.2
16.8
3.6
29.0
50.2
37.9
65.4
(0.3) 2022
(0.2) 2022
(0.3) 2022
(0.8) 2022
(0.1) 2022
(0.6) 2022
(1.4) 2022
(0.4) 2022
(0.8) 2022
(1.1) 2022
(0.1) 2022
(0.9) 2022
(0.7) 2022
(0.5) 2022
(0.8) 2022
(0.5) 2022
(0.6) 2022
(1.4) 2022
(0.8) 2022
(0.6) 2022
—
2021
(0.5) 2022
(0.1) 2022
(0.5) 2022
(0.8) 2022
(1.1) 2022
(1.0) 2022
(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, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumbrances
Land
Depreciable
Assets
Newhaven
Oaklands
Old Kerrow(2)(4)
Oyster Bay
Pakefield(3)
Par Sands(3)
Pentire
Pevensey Bay
Plas Coch
Polperro
Ribble Valley
Rye Harbour
Sand le Mere
Sandhills
Sandy Bay(1)(2)
Seaview
Seawick
Solent Breezes
St. Osyth Beach
Steeple Bay
Stowford(2)(4)
Suffolk Sands(3)
Tarka
Trevella(3)
Turnberry
Waterside(3)
West Mersea
Winchelsea Sands
Wood Farm
Yorkshire Dales
Buxton, Derbyshire, England
Clacton on Sea, Essex,
England
Llfracombe, Devon, England
Truro, Cornwall, England
Pakefield, Suffolk, England
Par, Cornwall, England
Bude, Cornwall, England
Pevensey Bay, Sussex,
England
Llanedwen, Anglesey, Wales
Looe, Cornwall, England
Clitheroe, Lancashire, England
Rye, Sussex, England
Hull, Yorkshire, England
Christchurch, Dorset, England
Canvey Island, Essex, England
Whitstable, Kent, England
Clacton on Sea, Essex,
England
Fareham, Hampshire, England
Clacton on Sea, Essex,
England
Sothminster, Essex, England
Llfracombe, Devon, England
Felixstowe, Suffolk, England
Barnstaple, Devon, England
Newquay, Cornwall, England
Girvan, Ayrshire, Scotland
Paignton, Devon, England
West Mersea, Essex, England
Winchelsea, Sussex, England
Charmouth, Dorset, England
Leyburn, Yorkshire, England
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
20.4
—
18.7
12.3
—
17.2
44.1
30.8
3.5
25.5
32.7
25.1
36.2
235.7
54.1
29.7
30.4
35.5
23.7
—
—
8.2
—
5.4
—
19.9
16.0
11.9
9.9
7.3
1.9
28.0
2.4
3.6
5.6
3.5
6.1
10.3
4.5
2.0
2.1
11.5
2.1
12.3
4.4
9.6
3.0
6.1
5.9
145.4
0.6
2.3
9.2
2.3
5.8
2.8
3.2
3.8
1.0
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
(1.1)
1.70
0.6
—
1.6
0.4
0.5
1.8
4.0
1.1
1.0
0.4
2.4
3.8
0.1
20.4
—
18.7
12.3
—
17.2
44.1
30.8
3.5
25.5
32.7
25.1
36.2
12.6
1.7
235.0
54.1
0.5
0.6
1.1
0.8
—
2.2
(0.4)
0.9
0.7
7.3
0.2
1.0
1.4
0.2
29.7
30.4
35.5
23.7
—
1.9
8.2
—
5.4
—
19.9
16.0
11.9
9.9
6.2
2.5
28.0
4.0
4.0
6.1
5.3
10.1
11.4
5.5
2.4
4.5
15.3
2.2
24.9
6.1
10.1
3.6
7.2
6.7
145.4
2.8
1.9
10.1
3.0
13.1
3.0
4.2
5.2
1.2
7.9
22.9
28.0
22.7
16.3
6.1
22.5
54.2
42.2
9.0
27.9
37.2
40.4
38.4
259.9
60.2
39.8
34.0
42.7
30.4
145.4
4.7
10.1
10.1
8.4
13.1
22.9
20.2
17.1
11.1
(0.2) 2022
(0.1) 2022
—
2023
(0.2) 2022
(0.2) 2022
(0.3) 2022
(0.4) 2022
(0.8) 2022
(0.6) 2022
(0.4) 2022
(0.1) 2022
(0.2) 2022
(1.2) 2022
(0.2) 2022
(1.6) 2022
(0.4) 2022
(0.4) 2022
(0.2) 2022
(0.6) 2022
(0.3) 2022
—
2023
(0.2) 2022
(0.1) 2022
(0.5) 2022
(0.2) 2022
(0.5) 2022
(0.2) 2022
(0.3) 2022
(0.3) 2022
(0.1) 2022
(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)
Land
1.7
—
—
—
—
—
—
—
—
—
—
—
—
—
(0.7) (1)
—
—
—
—
—
—
1.9
—
—
—
—
—
—
—
—
$
— $ 1,581.9 $
496.8 $ (102.4)
$
217.4 $ 1,479.5 $
714.2 $ 2,193.7 $
(28.0)
F - 87
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to
Company
Costs Capitalized
Subsequent to Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
UK Headquarters and Other(3)
Location
Encumbrances
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Sussex, England
—
0.6
12.7
2.6
18.8
3.2
31.5
34.7
$
— $ 1,582.5 $
509.5 $
(99.8)
$
236.2 $ 1,482.7 $
745.7 $ 2,228.4 $
(7.4)
(35.4)
(1) Gross amount carried at December 31, 2023 reflects the impact of foreign currency translation.
(2) This property was not included in our community count as of December 31, 2023 as it was not fully developed.
(3) All or part of this property is subject to a ground lease.
(4) These properties were reacquired in exchange for settlement of the related note receivable. Refer to Note 4, "Notes and Other Receivables," for additional information.
The following tables set forth real estate and accumulated depreciation relating to our Safe Harbor marinas.
Initial Cost to Company
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumbrances
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired
(A) or
Constructed
(C)
Acquired (A)
or
Constructed
(C)
Allen Harbor(3)
Anacapa Isle(3)
Angler House
Annapolis
Aqua Yacht
Aqualand(3)
Bahia Bleu
Ballena Isle
Bayfront(3)
Beaufort(3)
Beaver Creek(3)
Belle Maer
Bluewater
Bohemia Vista
Brady Mountain(3)
Bristol
North Kingstown,
RI
$
Oxnard, CA
Islamorada, FL
Annapolis, MD
Iuka, MS
Flowery Branch,
GA
Thunderbolt, GA
Alameda, CA
Chula Vista, CA
Beaufort, SC
Monticello, KY
Harrison Township,
MI
Hampton, VA
Chesapeake Bay,
MD
Royal, AR
Charleston, SC
— $
— $
4.0 $ —
$
4.6 $
— $
8.6 $
8.6 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3.5
12.5
1.2
—
2.4
0.7
—
—
—
4.1
14.1
1.3
—
1.3
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10.9
2.5
12.4
15.8
35.9
8.1
21.3
11.3
1.8
10.8
14.6
8.3
1.3
22.3
7.5
F - 88
7.8
0.6
3.5
2.0
18.1
1.3
2.7
0.3
0.5
1.2
0.9
2.0
1.7
5.2
0.7
—
3.5
12.5
1.2
—
2.4
0.7
—
—
—
4.1
14.1
1.3
—
1.3
18.7
3.1
15.9
17.8
54.0
9.4
24.0
11.6
2.3
12.0
15.5
10.3
3.0
27.5
8.2
18.7
6.6
28.4
19.0
54.0
11.8
24.7
11.6
2.3
12.0
19.6
24.4
4.3
27.5
9.5
(0.6) 2021
(1.6) 2020
(0.6) 2021
(1.9) 2020
(4.0) 2020
(9.0) 2020
(1.6) 2020
(3.7) 2020
(1.1) 2022
(0.6) 2020
(1.7) 2020
(3.3) 2020
(1.1) 2022
(0.8) 2020
(6.5) 2020
(1.1) 2020
(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, 2023
(amounts in millions)
Initial Cost to Company
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumbrances
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired (A)
or
Constructed
(C)
Bruce & Johnsons
Burnside(3)
Burnt Store(5)
Cabrillo Isle(3)
Calusa Island(5)
Cape Harbour(5)
Capri
Carroll Island
Charleston City(3)(7)
City Boatyard
Cove Haven
Cowesett(6)
Crystal Point
Dauntless(1)
Dauntless Shipyard(1)
Deep River
Detroit River
Eagle Cove(3)
Edgartown
Emerald Coast
Emerald Point(3)
Emeryville(3)
Essex Island(1)
Ferry Point
Fiddler's Cove
Gaines
Glen Cove
Grand Isle
Great Island
Great Lakes
Great Oak Landing
Green Harbor
Branford, CT
Somerset, KY
Punta Gorda, FL
San Diego, CA
Goodland, FL
Cape Coral, FL
Port Washington,
NY
Baltimore, MD
Charleston, SC
Charleston, SC
Barrington, RI
Warwick, RI
Point Pleasant, NJ
Essex, CT
Essex, CT
Deep River, CT
Detroit, MI
Byrdstown, TN
Edgartown, MA
Niceville, FL
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
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9.3
—
17.6
—
18.5
5.5
7.7
1.2
—
3.4
10.0
22.8
1.3
4.2
—
4.7
1.5
—
7.6
2.6
—
—
—
1.6
13.7
0.4
8.2
6.0
9.8
6.1
1.1
8.3
—
—
0.1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
0.9
—
—
—
25.4
11.8
16.5
37.7
6.9
6.0
16.0
1.6
40.5
7.9
9.8
23.0
2.3
18.7
—
5.0
7.4
4.6
5.1
5.8
18.1
17.2
—
7.4
11.9
2.7
16.9
5.2
13.0
5.7
3.9
5.6
F - 89
2.3
0.8
13.4
2.0
5.4
3.2
2.0
3.0
36.5
2.6
7.6
4.7
2.4
3.3
—
1.2
3.4
0.8
0.7
2.4
5.7
1.8
—
2.5
1.5
0.9
3.4
6.9
12.6
5.7
7.9
5.3
9.3
—
17.7
—
18.5
5.5
7.7
1.2
—
3.4
10.0
22.8
1.3
4.2
—
4.7
1.5
—
7.6
2.6
—
—
—
1.6
13.7
0.4
8.2
6.0
10.7
6.1
1.1
8.3
27.7
12.6
29.9
39.7
12.3
9.2
18.0
4.6
77.0
10.5
17.4
27.7
4.7
22.0
—
6.2
10.8
5.4
5.8
8.2
23.8
19.0
—
9.9
13.4
3.6
20.3
12.1
25.6
11.4
11.8
10.9
37.0
12.6
47.6
39.7
30.8
14.7
25.7
5.8
77.0
13.9
27.4
50.5
6.0
26.2
—
10.9
12.3
5.4
13.4
10.8
23.8
19.0
—
11.5
27.1
4.0
28.5
18.1
36.3
17.5
12.9
19.2
(3.9) 2020
(2.4) 2020
(3.5) 2020
(3.3) 2021
(2.0) 2020
(1.1) 2020
(2.3) 2020
(1.5) 2020
(6.6) 2020
(2.0) 2020
(2.2) 2020
(4.0) 2020
(0.5) 2020
(2.8) 2020
—
2020
(1.2) 2020
(1.4) 2021
(2.2) 2020
(1.2) 2021
(1.3) 2021
(6.0) 2020
(2.4) 2020
—
2020
(1.3) 2020
(1.7) 2020
(1.3) 2020
(2.9) 2020
(2.6) 2020
(2.6) 2020
(2.6) 2020
(2.2) 2020
(1.1) 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, 2023
(amounts in millions)
Initial Cost to Company
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumbrances
Land
Depreciable
Assets
Land
Depreciable
Assets
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired (A)
or
Constructed
(C)
Greenport(2)
Greenwich Bay
Grider Hill(3)
Hacks Point
Harbor House
Harborage Yacht Club
Harbors View(3)
Harbortown
Haverstraw(3)
Hawthorne Cove
Hideaway Bay(3)
Holly Creek(3)
Islamorada
Island Park
Jamestown(3)
Jamestown Boatyard
Jarrett Bay Boatworks
Jefferson Beach
Kings Point
Kittery Point
Lakefront
Lauderdale Marine Center
Loch Lomond
Manasquan River
Marathon
Marina Bay
Marina Bay Yacht Harbor
Montauk Yacht Club
Mystic
Narrows Point
New England Boatworks
Greenport, NY
Warwick, RI
Albany, KY
Chesapeake Bay,
MD
Stamford, CT
Stuart, FL
Afton, OK
Fort Pierce, FL
West Haverstraw,
NY
Salem, MA
Flowery Branch,
GA
Celina, TN
Islamorada, FL
Portsmouth, RI
Jamestown, KY
Jamestown, RI
Beaufort, NC
St. Clair Shores, MI
Cornelius, NC
Kittery, ME
Port Clinton, OH
Fort Lauderdale, FL
San Rafael, CA
Brick Township, NJ
Marathon, FL
Quincy, MA
Richmond, CA
Montauk, NY
Mystic, CT
Grasonville, MD
Portsmouth, RI
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
0.2
—
—
—
—
—
—
0.1
—
—
—
—
—
—
—
0.2
—
—
—
—
—
—
—
—
—
—
—
1.0
—
—
31.1
5.3
—
0.3
—
4.1
0.3
23.2
—
1.8
—
0.1
3.7
7.5
—
3.9
10.0
19.2
10.7
4.0
0.5
10.2
4.5
11.0
1.0
3.3
13.4
1.2
12.9
17.1
11.6
26.1
7.0
8.4
3.6
32.0
3.4
11.3
18.1
14.1
4.0
1.8
179.7
158.7
5.2
2.0
6.2
10.6
0.8
65.8
1.3
9.1
21.9
7.4
1.7
13.1
19.6
15.4
97.9
13.5
11.5
17.4
F - 90
11.0
23.2
Land
31.1
5.5
—
0.3
—
4.1
0.3
0.1
1.8
—
0.1
3.7
7.5
—
3.9
10.2
19.2
10.7
4.0
0.5
3.3
6.7
2.7
1.8
—
2.1
0.5
1.4
5.7
2.8
3.5
2.3
1.7
3.6
2.2
2.1
4.2
2.9
0.9
5.0
21.0
10.3
2.4
2.0
6.1
0.4
9.0
3.0
7.2
11.6
13.5
11.2
13.7
2.8
3.3
15.5
1.7
23.9
18.5
17.3
28.9
10.5
10.7
5.3
35.6
5.6
13.4
22.3
17.0
4.9
6.8
44.6
16.7
13.7
3.1
3.3
19.6
2.0
47.1
18.6
19.1
28.9
10.6
14.4
12.8
35.6
9.5
23.6
41.5
27.7
8.9
7.3
(2.8) 2020
(2.6) 2020
(5.4) 2020
(0.5) 2020
(0.9) 2020
(1.6) 2021
(0.6) 2020
(2.9) 2020
(3.3) 2020
(2.7) 2020
(4.2) 2020
(1.8) 2020
(1.5) 2021
(0.7) 2020
(5.5) 2020
(0.8) 2020
(2.4) 2022
(4.5) 2020
(2.4) 2020
(0.5) 2022
(1.3) 2020
179.7
179.7
359.4
(18.2) 2021
5.2
2.0
6.2
10.6
0.8
65.8
2.3
9.1
21.9
17.7
4.1
15.1
25.7
15.8
22.9
6.1
21.3
36.3
16.6
106.9
172.7
16.5
18.7
29.0
18.8
27.8
50.9
(2.4) 2020
(0.7) 2020
(1.9) 2021
(2.8) 2020
(1.1) 2022
(6.1) 2022
(2.3) 2020
(4.1) 2020
(5.9) 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)
(C)
(A)
(A)
(A)
(A)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to Company
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumbrances
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired (A)
or
Constructed
(C)
New Port Cove
Newport Shipyard
North Palm Beach
Old Port Cove
Onset Bay
Outer Banks
Oxford
Peninsula Yacht Club
Pier 121(3)
Pier 77
Pilots Point
Pineland(5)
Plymouth
Podickory Point
Port Phoenix(3)
Port Royal(4)
Port Royal Landing
Post Road(4)
Puerto del Rey
Regatta Pointe(3)
Reserve Harbor
Riviera Beach
Rockland
Sakonnet(4)
Sandusky(3)
Savannah Yacht Center
Shelburne Shipyard
Shelter Island(3)
Siesta Key
Silver Spring
Skippers Landing
Riviera Beach, FL
Newport, RI
North Palm Beach,
FL
North Palm Beach,
FL
Buzzards Bay, MA
Wanchese, NC
Oxford, MD
Cornelius, NC
Lewisville, TX
Bradenton, FL
Westbrook, CT
Bokeelia, FL
Plymouth, MA
Annapolis, MD
North Fort Myers,
FL
Port Royal, SC
Port Royal, SC
Mamaroneck, NY
Fajardo, Puerto
Rico
Palmetto, FL
Pawleys Island, SC
Riviera Beach, FL
Rockland, ME
Portsmouth, RI
Sandusky, OH
Savannah, GA
Shelburne, VT
San Diego, CA
Sarasota, FL
Wakefield, RI
Troutman, NC
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
19.0
17.7
16.6
27.8
5.9
—
0.9
9.5
—
1.1
12.7
10.8
7.0
1.8
—
16.0
1.5
4.2
15.9
—
2.9
46.2
5.3
5.2
0.2
21.6
2.3
—
3.4
3.1
5.0
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(0.7)
—
(0.6)
—
—
—
0.8
—
(0.1)
—
—
—
—
—
—
—
2.5
52.2
11.6
26.8
5.1
9.2
4.9
19.0
66.2
4.1
43.8
6.4
14.4
1.5
—
4.9
1.7
2.5
77.4
21.7
4.7
20.2
10.1
8.5
2.9
80.3
1.7
9.6
6.2
2.8
2.8
F - 91
1.0
9.0
5.9
2.4
5.0
3.4
1.8
5.2
20.5
0.7
4.8
3.1
4.2
1.8
1.8
4.3
1.5
1.9
8.9
6.6
1.1
9.2
6.3
3.5
3.8
1.5
4.1
1.0
4.5
1.6
2.2
19.0
17.7
16.6
27.8
5.9
—
0.9
9.5
—
1.1
12.7
10.8
7.0
1.8
—
15.3
1.5
3.6
15.9
—
2.9
47.0
5.3
5.1
0.2
21.6
2.3
—
3.4
3.1
5.0
3.5
61.2
17.5
29.2
10.1
12.6
6.7
24.2
86.7
4.8
48.6
9.5
18.6
3.3
1.8
9.2
3.2
4.4
86.3
28.3
5.8
29.4
16.4
12.0
6.7
81.8
5.8
10.6
10.7
4.4
5.0
22.5
78.9
34.1
57.0
16.0
12.6
7.6
33.7
86.7
5.9
61.3
20.3
25.6
5.1
1.8
24.5
4.7
8.0
102.2
28.3
8.7
76.4
21.7
17.1
6.9
103.4
8.1
10.6
14.1
7.5
10.0
(1.2) 2020
(8.2) 2020
(1.7) 2020
(3.8) 2020
(1.2) 2020
(1.2) 2022
(1.3) 2020
(2.7) 2020
(12.9) 2020
(0.8) 2020
(6.3) 2020
(1.9) 2020
(2.1) 2020
(0.5) 2021
(0.1) 2022
(1.5) 2021
(0.8) 2020
(0.7) 2020
(7.5) 2021
(2.6) 2020
(1.1) 2020
(4.7) 2020
(2.2) 2020
(1.4) 2020
(1.5) 2020
(4.3) 2023
(1.1) 2020
(1.5) 2021
(2.8) 2020
(0.8) 2020
(1.2) 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)
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
Initial Cost to Company
Costs Capitalized
Subsequent to
Acquisition
(Improvements)
Gross Amount Carried at
December 31, 2023
Property Name
Location
Encumbrances
Land
Depreciable
Assets
Land
Depreciable
Assets
Land
Depreciable
Assets
Total
Accumulated
Depreciation Date
Acquired (A)
or
Constructed
(C)
Skull Creek
South Bay(3)
South Fork
South Harbour Village
Sportsman
Stingray Point
Stirling(2)
Stratford
Sunroad(3)
Sunset Bay
Toledo Beach
Tower Marine
Trade Winds(3)
Ventura Isle(3)
Vineyard Haven
Walden(3)
Wentworth by the Sea
West Palm Beach
Westport
Wickford(4)
Wickford Cove
Willsboro Bay
Wisdom Dock(3)
Yacht Haven
Zahnisers
Hilton Head, SC
Chula Vista, CA
Fort Lauderdale, FL
Southport, NC
Orange Beach, AL
Deltaville, VA
Greenport, NY
Stratford, CT
San Diego, CA
Hull, MA
La Salle, MI
Douglas, MI
Appling, GA
Ventura, CA
Vineyard Haven,
MA
Montgomery, TX
New Castle, NH
West Palm Beach,
FL
Denver, NC
Wickford, RI
Wickford, RI
Willsboro, NY
Albany, KY
Stamford, CT
Solomons, MD
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1.1
—
8.0
0.7
22.1
1.7
—
2.3
—
2.5
1.1
7.1
—
—
6.1
1.1
7.4
15.1
3.2
1.1
7.2
0.6
0.3
5.6
1.8
5.6
11.9
5.3
3.8
18.9
1.3
—
17.9
48.2
7.6
2.5
13.1
10.8
23.9
3.9
4.2
6.8
33.0
5.8
2.4
13.0
3.1
3.3
4.3
3.6
—
—
—
—
3.5
—
—
—
—
—
—
—
—
—
0.7
—
—
—
—
—
—
—
—
—
—
2.9
1.1
17.7
3.6
18.3
0.5
—
2.3
3.7
4.6
11.2
1.9
2.6
2.8
5.3
2.7
1.2
13.6
2.7
(2.4)
8.3
1.9
0.6
4.0
4.7
1.1
—
8.0
0.7
25.6
1.7
—
2.3
—
2.5
1.1
7.1
—
—
6.8
1.1
7.4
15.1
3.2
1.1
7.2
0.6
0.3
5.6
1.8
8.5
13.0
23.0
7.4
37.2
1.8
—
20.2
51.9
12.2
13.7
15.0
13.4
26.7
9.2
6.9
8.0
46.6
8.5
—
21.3
5.0
3.9
8.3
8.3
9.6
13.0
31.0
8.1
62.8
3.5
—
22.5
51.9
14.7
14.8
22.1
13.4
26.7
16.0
8.0
15.4
61.7
11.7
1.1
28.5
5.6
4.2
13.9
10.1
(1.0) 2020
(1.6) 2021
(1.5) 2020
(0.9) 2020
(5.1) 2020
(0.4) 2021
—
2020
(2.5) 2020
(4.4) 2021
(1.2) 2020
(1.5) 2020
(1.8) 2022
(2.3) 2020
(2.5) 2020
(1.5) 2021
(0.9) 2020
(0.6) 2021
(8.4) 2020
(2.0) 2020
—
2020
(2.3) 2020
(2.3) 2020
(1.3) 2020
(1.4) 2020
(1.0) 2020
(A)
(A)
(C)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
Marinas Headquarters and Other Fixed
Assets
Dallas, TX
$
$
— $
1,002.2 $
1,900.5 $
6.1
$
592.8 $
1,008.3 $
2,493.3 $ 3,501.6 $
(335.7)
—
—
10.3
— $
1,002.2 $
1,910.8 $
—
6.1
54.8
—
65.1
65.1
$
647.6 $
1,008.3 $
2,558.4 $ 3,566.7 $
(16.6)
(352.3)
(1) All costs from Dauntless Shipyard and Essex Island are grouped into Dauntless.
(2) All costs from Stirling are grouped into Greenport.
(3) All or part of this property is subject to a ground lease.
F - 92
SUN COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION, SCHEDULE III
DECEMBER 31, 2023
(amounts in millions)
(4) Gross amount carried at December 31, 2023 has decreased at this property due to a partial disposition of land or depreciable assets, as applicable.
(5) This property was impaired as a result of Hurricane Ian in October 2022.
(6) All costs related to Apponaug Harbour are grouped into Cowesett.
(7) All costs related to Ashley Fuels are grouped into Charleston City.
Depreciation of our buildings, improvements, furniture, fixtures and equipment is calculated over the following useful lives, on a straight-line basis:
•
•
•
•
Land improvement and buildings: 1 year - 53 years
Furniture, fixtures and equipment: 1 year - 40 years
Dock improvements: 1 year - 52 years
Site improvements: 1 year - 40 years
The aggregate cost of total real estate for federal income tax purposes was approximately $10.9 billion as of December 31, 2023.
The change in investment property for the years ended December 31, 2023, 2022 and 2021 is as follows (in millions):
Beginning balance
Property and land acquisitions, including immediate improvements
Property expansion and development
Improvements
Asset impairment
Dispositions and other
Ending balance
The change in accumulated depreciation for the years ended December 31, 2023, 2022 and 2021 is as follows (in millions):
Beginning balance
Depreciation for the period
Asset impairments
Dispositions and other
Ending balance
December 31, 2023
December 31, 2022
December 31, 2021
Year Ended
$
16,709.9
$
13,762.7
$
368.3
276.3
506.0
(8.1)
(135.9)
2,657.0
261.8
418.4
(87.3) (1)
(302.7)
11,684.6
1,730.5
201.6
300.3
—
(154.3)
$
17,716.5
$
16,709.9
$
13,762.7
Year Ended
December 31, 2023
December 31, 2022
December 31, 2021
$
$
2,738.9
$
2,337.2
$
590.0
11.9
(67.9)
528.6
(58.7) (1)
(68.2)
3,272.9
$
2,738.9
$
1,968.8
457.3
—
(88.9)
2,337.2
(1) Represents the gross impact due to property impairment charges of $28.6 million resulting from Hurricane Ian. Refer to Note 17, "Commitments and Contingencies," for additional information.
F - 93
SHAREHOLDER INFORMATION
ANNUAL MEETING
The Annual Meeting of shareholders will be conducted in a virtual format
only by visiting www .virtualshareholdermeeting .com/SUI2024 on
May 14, 2024 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, 2023 is available at
no charge to shareholders who direct a written request to:
Investor Relations Department
Sun Communities, Inc .
27777 Franklin Road, Suite 300
Southfield, Michigan 48034
Telephone: (248) 208-2500
Website: www .suninc .com
CORPORATE HEADQUARTERS
Sun Communities, Inc .
27777 Franklin Road, Suite 300
Southfield, Michigan 48034
Telephone: (248) 208-2500
REGIONAL OFFICES
Austin, Texas
Dallas, Texas
Denver, Colorado
East Sussex, United Kingdom
Ft . Myers Beach, Florida
Grand Rapids, Michigan
Orlando, Florida
Newport, Rhode Island
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
Taft Stettinius & Hollister LLP
27777 Franklin Road, Suite 2500
Southfield, Michigan 48034
STOC K TRADING INFORMATION
New York Stock Exchange
Ticker Symbol – SUI (Common Stock)
QUARTERLY STOC K PRICE INFORMATION
2023
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
2022
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
HIGH
$137 .45
$141 .52
$143 .99
$163 .83
HIGH
$149 .89
$172 .67
$193 .67
$210 .48
LOW
$102 .74
$117 .20
$124 .20
$128 .91
LOW
$117 .63
$133 .63
$148 .64
$170 .01
DISTRIBUTION
$0 .92
$0 .92
$0 .92
$0 .92
DISTRIBUTION
$0 .88
$0 .88
$0 .88
$0 .88
The Annual CEO Certification was submitted to the NYSE pursuant to NYSE rules and guidelines without qualification on June 14, 2023 .
Sun Communities, Inc . has filed, as exhibits to its Annual Report on Form 10-K for the year ended December 31, 2023, 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, President, Chief Executive Officer and Director
Fernando Castro-Caratini . . Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Bruce D. Thelen . . . . . . . . . . . Executive Vice President and Chief Operating Officer
Marc Farrugia . . . . . . . . . . . . . Executive Vice President and Chief Administrative Officer
Aaron Weiss . . . . . . . . . . . . . . . Executive Vice President of Corporate Strategy and Business Development
Baxter R. Underwood . . . . . Chief Executive Officer of Safe Harbor Marinas, LLC
Tonya Allen . . . . . . . . . . . . . . . Director; President of the McKnight Foundation
Meghan G. Baivier . . . . . . . . . Director; President and Chief Operating Officer of Easterly Government Properties, Inc .
Stephanie W. Bergeron . . . . . . Director; President and Chief Executive Officer of Bluepoint Partners, LLC
Jeff T. Blau . . . . . . . . . . . . . . . . . Director; Chief Executive Officer and Partner of Related Companies, L .P .
Jerome W. Ehlinger . . . . . . .
Brian M. Hermelin . . . . . . . . . . Director; Co-Founder and Managing Partner of Rockbridge Growth Equity Management LP, Co-Founder
Director; Retired Real Estate Business Manager, Portfolio Manager and Chief Investment Officer
and General Partner of Detroit Venture Partners, LLC
Ronald A. Klein . . . . . . . . . . . . . Director; Principal of JK Ventures LLC
Craig A. Leupold . . . . . . . . . . . . Director; Chief Executive Officer of GSI Capital Advisors
Clunet R. Lewis . . . . . . . . . . . Director; Retired Attorney and Businessman
Arthur A. Weiss . . . . . . . . . . . . Director; Partner and Member of Executive Committee, Taft Stettinius & Hollister LLP
DOMESTIC & INTERNATIONAL PRESENCE
ALABAMA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
ILLINOIS
INDIANA
IOWA
KENTUCKY
LOUISIANA
MAINE
OREGON
MARYLAND
PENNSYLVANIA
MASSACHUSETTS
RHODE ISLAND
MICHIGAN
MINNESOTA
MISSISSIPPI
MONTANA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW YORK
SOUTH CAROLINA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WISCONSIN
NORTH CAROLINA
ONTARIO, CANADA
OKLAHOMA
PUERTO RICO
OHIO
UNITED KINGDOM
27777 Franklin Road, Suite 300 • Southfield, Michigan 48034
www.suninc.com • NYSE: SUI