SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003.
OR
[ ] Transition pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER 333-2522-01
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Michigan 38-3144240
(State of Organization) (I.R.S. Employer Identification No.)
27777 Franklin Road
Suite 200
Southfield, Michigan 48034
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (248) 208-2500
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
INDEX
PAGES
PART I
Item 1. Financial Statements (unaudited):
Consolidated Balance Sheets as of March 31, 2003 and
December 31, 2002 3
Consolidated Statements of Income for the three months
ended March 31, 2003 and 2002 4
Consolidated Statements of Comprehensive Income for the three
months ended March 31, 2003 and 2002 5
Consolidated Statements of Cash Flows for the three months
ended March 31, 2003 and 2002 6
Notes to Consolidated Financial Statements 7-15
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16-23
Item 3. Quantitative and Qualitative Disclosures about Market Risk 24
Item 4. Controls and Procedures 25
PART II
Item 6.(a) Exhibits required by Item 601 of Regulation S-K 25
Item 6.(b) Reports on Form 8-K 25
Signatures 26
Certifications 27-28
2
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
(IN THOUSANDS)
(UNAUDITED)
ASSETS 2003 2002
----------- -----------
Investment in rental property, net $ 997,193 $ 999,360
Cash and cash equivalents 3,339 2,664
Notes and other receivables 59,368 58,929
Investment in and advances to affiliates 72,405 67,719
Other assets 37,336 37,904
----------- -----------
Total assets $ 1,169,641 $ 1,166,576
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Line of credit $ 76,500 $ 63,000
Debt 595,833 604,373
Accounts payable and accrued expenses 13,809 16,120
Deposits and other liabilities 9,801 8,461
----------- -----------
Total liabilities 695,943 691,954
----------- -----------
Series B Cumulative Preferred Operating Partnership Units ("Series B Units"),
mandatory redeemable, 279 and 237 issued and outstanding for 2003 and 2002,
respectively 22,365 18,195
Preferred Operating Partnership Units ("POP Units"),
convertible, redeemable, 1,326 issued and outstanding 35,783 35,783
Partners' Capital:
Series A Perpetual Preferred Operating Partnership Units
("Series A Units"), unlimited authorized,
2,000 issued and outstanding 50,000 50,000
Operating Partnership Units ("OP Units"), unlimited authorized; 20,660 and
20,662 issued and outstanding for 2003 and 2002, respectively
General partner 328,432 332,605
Limited partners 47,709 48,512
Accumulated other comprehensive loss (2,290) (1,851)
Unearned compensation (8,301) (8,622)
----------- -----------
Total partners' capital 415,550 420,644
----------- -----------
Total liabilities and partners' capital $ 1,169,641 $ 1,166,576
=========== ===========
3
The accompanying notes are an integral part of the consolidated financial
statements.
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)
Revenues: 2003 2002
------------ -----------
Income from property $ 41,755 $ 39,171
Other income 2,942 1,919
----------- -----------
Total revenues 44,697 41,090
----------- -----------
Expenses:
Property operating and maintenance 10,217 8,351
Real estate taxes 3,026 2,552
Property management 754 758
General and administrative 1,619 1,319
Depreciation and amortization 10,769 9,113
Interest 8,760 7,846
----------- -----------
Total expenses 35,145 29,939
----------- -----------
Income before loss from equity affiliates, distributions
to Preferred OP Units, and discontinued operations 9,552 11,151
Loss from equity affiliates (171) (222)
----------- -----------
Income before distribution to Preferred OP Units and
discontinued operations 9,381 10,929
Less distribution to Preferred OP Units 2,128 1,919
----------- -----------
Income from continuing operations 7,253 9,010
Income from discontinued operations -- 322
----------- -----------
Earnings attributable to OP Units $ 7,253 $ 9,332
=========== ===========
Earnings attributable to:
Continuing operations:
General partner $ 6,343 $ 7,834
Limited partner 910 1,176
Discontinued operations:
General partner -- 280
Limited partner -- 42
----------- -----------
$ 7,253 $ 9,332
=========== ===========
Basic earnings per OP Unit outstanding:
Continuing operations $ 0.36 $ 0.45
Discontinued operations -- 0.02
----------- -----------
Net income $ 0.36 $ 0.47
=========== ===========
Diluted earnings per OP Unit outstanding:
Continuing operations $ 0.35 $ 0.44
Discontinued operations -- 0.02
----------- -----------
Net income $ 0.35 $ 0.46
=========== ===========
Weighted average OP Units outstanding:
Basic 20,342 19,921
=========== ===========
Diluted 20,468 20,137
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
4
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
2003 2002
---------- -----------
Earning attributable to OP Units $ 7,253 $ 9,332
Unrealized losses on interest rate swaps (439) --
---------- -----------
Comprehensive income $ 6,814 $ 9,332
========== ===========
The accompanying notes are an integral part of the consolidated financial
statements
5
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(IN THOUSANDS)
(UNAUDITED)
2003 2002
------------- ------------
Cash flows from operating activities:
Earnings attributed to OP Units $ 7,253 $ 9,332
Adjustments to reconcile net income to net
cash provided by operating activities:
Operating income included in discontinued operations -- 11
Loss from discontinued operations -- (322)
Depreciation and amortization 10,769 9,113
Amortization of deferred financing costs 318 247
Increase in other assets (1,745) (1,271)
Increase (decrease) in accounts payable and other liabilities (971) 1,775
------------- ------------
Net cash provided by operating activities 15,624 18,885
------------- ------------
Cash flows from investing activities:
Investment in rental properties (6,708) (42,728)
Proceeds related to property dispositions -- 3,288
Investment in and advances to affiliates (4,937) 7,380
Repayments of (increases in) notes receivable, net (368) 4,744
------------- ------------
Net cash used in financing activities (12,013) (27,316)
------------- ------------
Cash flows from financing activities:
Borrowings on line of credit, net 13,500 32,000
Repayments on notes payable and other debt (4,370) (14,227)
Payments for deferred financing costs (83) --
Capital contributions -- 1,891
Distributions (11,983) (11,095)
------------- ------------
Net cash provided by (used in) investing activities (2,936) 8,569
------------- ------------
Net increase in cash and cash equivalents 675 138
Cash and cash equivalents, beginning of period 2,664 4,587
------------- ------------
Cash and cash equivalents, end of period $ 3,339 $ 4,725
============= ============
Supplemental information:
Cash paid for interest including capitalized amounts
of $664 and $675 for the three months ended
March 31, 2003 and 2002, respectively $ 7,371 $ 5,977
Noncash investing and financing activities:
Preferred OP Units issued for rental properties $ -- $ 4,500
Debt assumed for rental properties $ -- $ 6,813
Issuance of partnership units to retire capitalized lease obligations $ 4,170 $ --
The accompanying notes are an integral part of the consolidated financial
statements
6
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
These unaudited condensed consolidated financial statements of Sun
Communities Operating Limited Partnership (the "Company"), have been
prepared pursuant to the Securities and Exchange Commission ("SEC") rules
and regulations and should be read in conjunction with the consolidated
financial statements and notes thereto of the Company included in the
Annual Report on Form 10-K for the year ended December 31, 2002. The
following notes to consolidated financial statements present interim
disclosures as required by the SEC. The accompanying consolidated
financial statements reflect, in the opinion of management, all
adjustments necessary for a fair presentation of the interim financial
statements. All such adjustments are of a normal and recurring nature.
Sun Communities, Inc. ("Sun"), a self-administered and self-managed REIT
with no independent operations of its own, is the sole general partner of
the Company. As general partner, Sun has unilateral control and complete
responsibility for management of the Company. The balance sheet of Sun as
of March 31, 2003 is identical to the accompanying Company balance sheet,
except as follows:
AS PRESENTED
HEREIN SUN COMMUNITIES, INC.
MARCH 31, 2003 ADJUSTMENTS MARCH 31, 2003
----------------- ------------- ----------------
(IN THOUSANDS)
Notes and other receivables................$ 59,368 $ (2,600) $ 56,768
================= ============== ================
Total assets...............................$ 1,169,641 $ (2,600) $ 1,167,041
================= ============== ================
Minority interests......................... $ 155,857 $ 155,857
================
Series B Units.............................$ 22,365 (22,365)
POP Units.................................. 35,783 (35,783)
Series A Units............................. 50,000 (50,000)
General partner............................ 328,432 (328,432)
Limited partners........................... 47,709 (47,709)
Common stock............................... 183 $ 183
Additional paid-in capital................. 420,599 420,599
Distributions in excess of.................
accumulated earnings................... (77,934) (77,934)
Officers' notes............................ (10,632) (10,632)
Unearned compensation...................... (8,301) -- (8,301)
Accumulated other comprehensive loss....... (2,290) -- (2,290)
Treasury Stock............................. -- (6,384) (6,384)
----------------- -------------- ----------------
Partners' capital/Stockholders'........
equity.............................$ 415,550 $ (2,600) $ 315,241
================= ============== ================
Total liabilities and partners'
capital/Stockholders' equity...........$ 1,169,641 $ (2,600) $ 1,167,041
================= ============== ================
7
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. INVESTMENTS IN AND ADVANCES TO AFFILIATES:
Sun Home Services, Inc. ("SHS") sells and rents new and used homes in our
communities, manages a golf course, and provides activities and other
services and facilities for our residents. The Company owns one hundred
percent (100%) of the outstanding preferred stock of SHS, is entitled to
ninety-five percent (95%) of the operating cash flow, and accounts for its
investment utilizing the equity method of accounting. The common stock is
owned by one officer of Sun and the estate of a former officer of Sun who
collectively are entitled to receive five percent (5%) of the operating
cash flow.
Bingham Financial Services Corporation ("BFSC") was formed by the Company
in 1997 in response to demand for financing from purchasers and residents
in the Company's communities. As BFSC's business developed, its objectives
and opportunities expanded and the Company concluded that its business
could be operated and grown more effectively as a separate public entity.
BFSC's initial public offering occurred in November 1997. The Company has
continued to provide financial support to BFSC. In December 2001, the
Company, through SHS, made a $15 million equity investment in a newly
formed company Origen Financial, L.L.C., that was merged with Origen
Financial, Inc., subsidiary of BFSC, as part of the recapitalization of
BFSC. As a result of this equity investment, the Company owns
approximately a thirty percent (30%) interest in the surviving company
("Origen"), which company holds all of the operating assets of BFSC and
its subsidiaries. The Company wrote-off its remaining equity investment in
Origen of $13.6 million in the fourth quarter of 2002.
Through Sun Home Services, the Company and two other participants (one
unaffiliated and one affiliated with Gary A. Shiffman, the Company's Chief
Executive Officer and President) continue to provide financing to Origen
and are subject to the risks of being a lender. These risks include the
risks relating to borrower delinquency and default and the adequacy of the
collateral for such loans. This financing consists of a $48 million line
of credit and a $10 million term loan of which the Company's commitment is
$35.5 million ($35.2 million and $33.6 million was outstanding as of March
31, 2003 and December 31, 2002, respectively). The line bears interest at
a per annum rate equal to 700 basis points over LIBOR, with a minimum
interest rate of 11 percent and a maximum interest rate of 15 percent. Of
the Company's $35.5 million participation, $18 million is subordinate in
all respects to the first $40.0 million funded under the facility by the
three participants. This line of credit is collateralized by a security
interest in Origen's assets, which is subordinate in all respects to all
institutional indebtedness of Origen, and a guaranty and pledge of assets
by BFSC.
Summarized combined financial information of the Company's equity
investments as of March 31, 2003, SHS and Origen, are presented below
before elimination of intercompany transactions.
Revenues $ 14,393
Expenses (16,364)
-----------
Net income (loss) $ (1,971)
===========
Sun's equity income (loss) $ (171)
===========
8
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. RENTAL PROPERTY:
The following summarizes rental property (in thousands):
MARCH 31, DECEMBER 31,
2003 2002
------------- -------------
Land $ 103,590 $ 101,926
Land improvements and buildings 1,006,500 999,540
Furniture, fixtures, equipment 26,517 26,277
Land held for future development 33,343 34,573
Property under development 11,595 12,521
------------- -------------
1,181,545 1,174,837
Accumulated depreciation (184,352) (175,477)
------------- -------------
Rental property, net $ 997,193 $ 999,360
============= =============
During the three months ended March 31, 2003, the Company did not acquire
any rental properties.
9
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. NOTES AND OTHER RECEIVABLES (AMOUNTS IN THOUSANDS):
MARCH 31, DECEMBER 31,
2003 2002
------------- -------------
Mortgage and other notes receivable, primarily with minimum monthly
interest payments at LIBOR based floating rates of approximately
LIBOR + 3.0%, maturing at various dates through August 2008,
substantially collateralized by manufactured home communities. $ 39,386 $ 38,420
Installment loans on manufactured homes with interest payable monthly
at a weighted average interest rate and maturity of 8.2% and 20
years, respectively. 11,431 11,633
Other receivables 5,951 6,276
Two notes of an officer of Sun, both of which (i) bear interest at
LIBOR + 1.75%, with a minimum and maximum interest rate of 6% and
9%, respectively, and (ii) become due in three equal installments
on each of December 31, 2008, 2009 and 2010 (with certain
prepayment obligations); and one of which is limited in recourse
to 40,000 shares of Sun's common stock and 50% of any deficiency
after application of the proceeds of the sale of such shares. 2,600 2,600
------------- -------------
$ 59,368 $ 58,929
============= =============
At March 31, 2003 the maturities of mortgage and other notes receivables
are approximately as follows: 2003-$1.5 million; 2004-$19.4 million;
2006-$3.8 million; 2008 and after-$14.7 million.
10
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. DEBT:
The following table sets forth certain information regarding debt (in
thousands):
MARCH 31, DECEMBER 31,
2003 2002
------------- -------------
Bridge loan, at variable interest rate (2.617% at
December 31, 2002), due April 30, 2003 $ 48,000 $ 48,000
Senior notes, interest at 7.625%, due May 1, 2003 85,000 85,000
Callable/redeemable notes, interest at 6.77%, due
May 14, 2015, callable/redeemable May 16, 2005 65,000 65,000
Senior notes, interest at 6.97%, due December 3, 2007 35,000 35,000
Senior notes, interest at 8.20%, due August 15, 2008 100,000 100,000
Collateralized term loan, due to FNMA, at variable
interest rate (2.17% at December 31, 2002) due
May 2007, convertible to a 5 to 10 year fixed rate loan 152,363 152,363
Collateralized term loan, interest at 7.01%,
due September 9, 2007 42,062 42,206
Capitalized lease obligations, interest at 6.1%, due
January 1, 2004 9,804 16,438
Mortgage notes, other 58,604 60,366
------------- -------------
$ 595,833 $ 604,373
============= =============
The collateralized term loans totaling $194,425 at March 31, 2003 are
secured by 22 properties comprising approximately 10,600 sites. The
capitalized lease obligations and mortgage notes are collateralized by 12
communities comprising approximately 3,900 sites. At the lease expiration
date of the capitalized leases the Company has the right and intends to
purchase the properties for the amount of the then outstanding lease
obligation. One of the capitalized lease obligations matured on January 1,
2003 and was paid by the issuance of 41,700 Preferred OP Units, cash of
approximately $860,000 and the assumption of approximately $1,570,000 of
debt, which was immediately retired.
The initial term of the variable rate FNMA debt is five years. The Company
has the option to extend such variable rate borrowings for an additional
five years and/or convert them to fixed rate borrowings with a term of
five or ten years, provided that in no event can the term of the
borrowings exceed fifteen years.
The Company has a $105 million unsecured line of credit of which $28.5
million was available to be drawn at March 31, 2003. Borrowings under the
line of credit bear interest at the rate of LIBOR plus 0.85% and mature
July 2, 2005 with a one-year extension at the Company's option. The
average interest rate of outstanding borrowings under the line of credit
at March 31, 2003 was 2.14 percent.
11
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. DEBT, CONTINUED:
Subsequent to March 31, 2003 the Company issued $150 million of 5.75
percent senior notes, due April 15, 2010, in a private offering and used
the proceeds from the offering to retire the bridge loan of $48 million
and senior notes of $85 million due on April 30 and May 1, 2003,
respectively. The remaining $17 million was used to pay down the Company's
line of credit. Subsequent to May 15, 2003, the Company intends to file a
registration statement to exchange the unregistered notes for registered
notes with substantially identical terms.
The Company is the guarantor of $22.7 million in personal bank loans
maturing in 2004, made to directors, employees and consultants to purchase
Sun's common stock and OP units pursuant to the Company's Stock Purchase
Plan. No compensation expense was recognized in respect to the guarantees
as the fair value thereof was not material nor have there been any
defaults.
6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES:
The Company has entered into four derivative contracts consisting of three
interest rate swap agreements and an interest rate cap agreement. The
Company's primary strategy in entering into derivative contracts is to
minimize the variability that changes in interest rates could have on its
future cash flows. The Company generally employs derivative instruments
that effectively convert a portion of its variable rate debt to fixed rate
debt and to cap the maximum interest rate on its variable rate borrowings.
The Company does not enter into derivative instruments for speculative
purposes.
The swap agreements are effective April 2003, and have the effect of
fixing interest rates relative to a collateralized term loan due to FNMA.
One swap matures in July 2009, with an effective fixed rate of 4.93
percent. A second swap matures in July 2012, with an effective fixed rate
of 5.37 percent. The third swap matures in July 2007, with an effective
fixed rate of 3.97 percent. The third swap is effective as long as LIBOR
is 7 percent or lower. The interest rate cap agreement is effective April
2003 at a cap rate of 9.49 percent. The notional increases over three
months from $12.9 million to a final notional of $152.4 million and has a
termination date of April 3, 2006.
The Company has designated the first two swaps and the interest rate cap
as cash flow hedges for accounting purposes. These three hedges were
highly effective and had minimal effect on income. The third swap does not
qualify as a hedge for accounting purposes and, accordingly, the entire
change in valuation of $0.21 million is reflected as a component of
interest expense in the statements of income for the three months ended
March 31, 2003.
In accordance with SFAS No. 133, the "Accounting for Derivative
Instruments and Hedging Activities," which requires all derivative
instruments to be carried at fair value on the balance sheet, the Company
has recorded a liability of $3.0 million and $2.3 million as of March 31,
2003 and December 31, 2002, respectively.
These valuation adjustments will only be realized if the Company
terminates the swaps prior to maturity. This is not the intent of the
Company and, therefore, the net of valuation adjustments through the
various maturity dates will approximate zero.
12
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. OTHER INCOME:
The components of other income are as follows for the periods ended March
31, 2003 and 2002 (in thousands):
2003 2002
--------- ---------
Interest income $ 2,763 $ 1,258
Other income 179 661
--------- ---------
$ 2,942 $ 1,919
========= =========
8. EARNINGS PER OP UNIT (IN THOUSANDS):
FOR THE THREE MONTHS
ENDED MARCH 31,
2003 2002
--------- ---------
Earnings used for basic and diluted earnings per
OP unit computation: $ 7,253 $ 9,332
========= =========
Total units used for basic earnings per OP unit 20,342 19,921
Dilutive securities:
Stock options and other 126 216
--------- ---------
Total units used for diluted earnings per OP unit
computation 20,468 20,137
========= =========
Diluted earnings per OP unit reflect the potential dilution that would
occur if securities were exercised or converted into OP units.
13
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. RECENT ACCOUNTING PRONOUNCEMENTS:
In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities." The
statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded
in other contracts (collectively referred to as derivatives) and for
hedging activities under FASB Statements No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This Statement is
effective for contracts entered into or modified after June 30, 2003 and
for hedging relationships designated after June 30, 2003. In addition, all
provisions of this Statement should be applied prospectively. The
provisions of this Statement that relate to Statement 133 Implementation
Issues that have been effective for fiscal quarters that began prior to
June 15, 2003, should continue to be applied in accordance with their
respective effective dates. The adoption of this Statement is not expected
to have a significant impact on the financial position or results of the
operations of the Company.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." The objective of this
interpretation is to provide guidance on how to identify a variable
interest entity ("VIE") and determine when the assets, liabilities,
non-controlling interests and results of operations of a VIE need to be
included in a company's consolidated financial statements. A company that
holds variable interests in an entity will need to consolidate the entity
if the company's interest in the VIE is such that the company will absorb
a majority of the VIE's expected losses and/or receive a majority of the
VIE's expected residual returns, if they occur. FIN 46 also requires
additional disclosures by primary beneficiaries and other significant
variable interest holders. The provisions of this interpretation became
effective upon issuance with respect to VIEs created after January 31,
2003 and to VIEs in which a company obtains an interest after that date.
The provisions of this interpretation apply in the first interim period
beginning after June 15, 2003 (i.e., third quarter of 2003) to VIEs in
which a company holds a variable interest that it acquired before February
1, 2003. The Company is in the process of assessing whether it has an
interest in any VIEs which may require consolidation in the third quarter
of 2003 pursuant to FIN 46. Entities that may be identified as VIEs
include SHS and Origen.
In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which provides guidance on how to
transition from the intrinsic value method of accounting for stock-based
employee compensation under APB 25 to SFAS 123's fair value method of
accounting, if a company so elects, and adds interim and annual
disclosure. The Company has elected not to adopt the fair value method of
accounting for stock-based employee compensation but has adopted the
disclosure requirements of SFAS 148.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45 clarifies
disclosures that are required to be made certain guarantees and
establishes a requirement to record a liability at fair value for certain
guarantees at the time of the guarantee's issuance. The disclosure
requirements of FIN 45 have been applied in these financial statements.
The requirement to record a liability applies to guarantees issues or
modified after December 31, 2002. The adoption of this standard did not
have a significant impact on the financial position or results of
operations of the Company.
14
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED:
In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities." The statement requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal
plan. Examples of costs covered by the statement include lease termination
costs and certain employee severance costs that are associated with a
restructuring, discontinued operation, plant closing or other exit or
disposal activity. The statement is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The adoption of
this statement did not have a significant impact on the financial position
or results of operations of the Company.
10. CONTINGENCIES
On April 9, 2003, T.J. Holdings, LLC ("TJ Holdings"), a member of
Sun/Forest, LLC ("Sun/Forest") (which, in turn, owns an equity interest in
SunChamp LLC), filed a complaint against the Company, SunChamp LLC,
certain other affiliates of the Company and two directors of Sun
Communities, Inc. in the Superior Court of Guilford County, North
Carolina. The complaint alleges that the defendants wrongfully deprived
the plaintiff of economic opportunities that they took for themselves in
contravention of duties allegedly owed to the plaintiff and purports to
claim damages of $13.0 million plus an unspecified amount for punitive
damages. The Company believes the complaint and the claims threatened
therein have no merit and will defend it vigorously.
The Company is involved in various other legal proceedings arising in the
ordinary course of business. All such proceedings, taken together, are not
expected to have a material adverse impact in our results of operations or
financial condition.
15
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
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 the notes thereto. Capitalized terms are used as
defined elsewhere in this Form 10-Q.
SIGNIFICANT ACCOUNTING POLICIES
The Company had identified significant accounting policies that, as a result of
the judgements, uncertainties, uniqueness and complexities of the underlying
accounting standards and operations involved, could result in material changes
to its financial condition or result of operations under different conditions or
using different assumptions. Details regarding the Company's significant
accounting policies are described fully in the Company's 2002 Annual Report
filed with the Securities and Exchange Commission on Form 10-K. During the three
months ended March 31, 2003, there have been no material changes to the
Company's significant accounting policies that impacted the Company's financial
condition or results of operations.
RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 2003 and 2002
For the three months ended March 31, 2003, income before distribution to
Preferred OP Units and discontinued operations decreased by 13.8 percent from
$10.9 million to $9.4 million, when compared to the three months ended March 31,
2002. The decrease was due to increased revenues of $3.6 million and a $0.1
million reduction in loss from equity affiliates offset by increased expenses of
$5.2 million as described in more detail below.
Income from property increased by $2.6 million from $39.2 million to $41.8
million, or 6.6 percent, due to acquisitions ($1.2 million) made during 2002 and
rent increases and other community revenues ($1.4 million).
Property operating and maintenance expenses increased by $1.8 million from $8.4
million to $10.2 million, or 21.4 percent. The increase was due to the expansion
of cable TV services ($0.1 million), increases in property and casualty
insurance costs ($0.2 million), increases in employee benefits costs ($0.2
million), increases in utility costs ($0.3 million), and increase in repair and
maintenance expense ($0.2 million) which resulted from the severe winter.
Acquisitions and consolidation of development properties accounted for $0.6
million of the increase with the remainder, $0.2 million, representing a
reasonable increase in expenses in correlation with the increase in revenues
noted above.
Real estate taxes increased by $0.5 million from $2.5 million to $3.0 million,
or 20.0 percent, due to fourth quarter 2002 acquisitions ($0.2 million) and due
to increases in assessments and tax rates ($0.3 million).
General and administrative expenses increased by $0.3 million from $1.3 million
to $1.6 million, or 23.1 percent, due primarily to increased Michigan Single
Business taxes ($0.2 million) and the timing of payroll taxes ($0.1 million).
16
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS, CONTINUED:
Depreciation and amortization increased by $1.7 million from $9.1 million to
$10.8 million, or 18.7 percent, due primarily to the net additional investment
in rental properties.
Interest expense increased by $1.0 million from $7.8 million to $8.8 million, or
12.8 percent, due primarily to an increase in outstanding debt.
SAME PROPERTY INFORMATION
The following table reflects property-level financial information as of and for
the three months ended March 31, 2003 and 2002. The "Same Property" data
represents information regarding the operation of communities owned as of
January 1, 2002 and March 31, 2003. Site, occupancy, and rent data for those
communities is presented as of the last day of each period presented. The "Total
Portfolio" column differentiates from the "Same Property" column by including
financial information for new development and acquisition communities.
SAME PROPERTY TOTAL PORTFOLIO
--------------------------- --------------------------
2003 2002 2003 2002 (2)
----------- ---------- ----------- ----------
Income from property $ 36,011 $ 34,799 $ 41,755 $ 39,171
----------- ---------- ----------- ----------
Property operating expenses:
Property operating and maintenance 6,781 6,467 10,217 8,351
Real estate taxes 2,733 2,495 3,026 2,552
----------- ---------- ----------- ----------
Property operating expenses 9,514 8,962 13,243 10,903
----------- ---------- ----------- ----------
Property net operating income (3) $ 26,497 $ 25,837 $ 28,512 $ 28,268
=========== ========== =========== ==========
Number of operating properties 109 109 129 116
Developed sites 38,984 38,905 44,125 41,228
Occupied sites 34,986 35,729 38,839 37,770
Occupancy % 91.4%(1) 93.9%(1) 89.3%(1) 93.5%(1)
Weighted average monthly rent per site $ 322(1) $ 308(1) $ 321(1) $ 306(1)
Sites available for development 2,015 2,056 7,463 4,375
Sites planned for development in current year 96 87 172 609
(1) Occupancy % and weighted average rent relates to manufactured housing sites,
excluding recreational vehicle sites.
(2) Excludes financial information related to properties sold in 2002.
(3) Investors in and analysts following the real estate industry utilize net
operating income ("NOI") as a supplemental performance measure. The Company
considers NOI, given its wide use by and relevance to investors and
analysts, an appropriate supplemental measure to net income because 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.
On a same property basis, property net operating income increased by $0.7
million from $25.8 million to $26.5 million, or 2.7 percent. Property revenues
increased by $1.2 million from $34.8 million to $36.0 million, or 3.4 percent,
due primarily to increases in rents including water and property tax pass
through. Property operating expenses increased by $0.5 million from $9.0 million
to $9.5 million, or 5.6 percent, due primarily to increases in real estate
taxes, repair and maintenance and payroll.
17
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal liquidity demands have historically been, and are
expected to continue to be, distributions to the Company's unitholders and Sun's
stockholders, property acquisitions, development and expansion of properties,
capital improvements of properties and debt repayment.
The Company expects to meet its short-term liquidity requirements through its
working capital provided by operating activities and its line of credit, as
described below. The Company considers its ability to generate cash from
operations (anticipated to be approximately $70 million annually) to be adequate
to meet all operating requirements, including recurring capital improvements,
routinely amortizing debt and other normally recurring expenditures of a capital
nature, pay dividends to Sun's stockholders to maintain Sun's qualification as a
REIT in accordance with the Internal Revenue Code and make distributions to the
Company's unitholders.
The Company plans to invest approximately $5 million to $10 million annually in
developments consisting of expansions to existing communities and the
development of new communities. The Company expects to finance these investments
by using net cash flows provided by operating activities and by drawing upon its
line of credit.
Furthermore, the Company expects to invest in the range of $40 million to $60
million in the acquisition of properties in 2003, depending upon market
conditions. The Company plans to finance these investments by using net cash
flows provided by operating activities and by drawing upon its line of credit.
Cash and cash equivalents increased by $0.7 million to $3.3 million at March 31,
2003 compared to $2.6 million at December 31, 2002 because cash provided by
operating activities exceeded cash used in investing and financing activities.
Net cash provided by operating activities decreased by $3.3 million to $15.6
million for the three months ended March 31, 2003 compared to $18.9 million for
the three months ended March 31, 2002. This decrease was primarily due to
changes in accounts payable and other liabilities decreasing by $2.8 million and
changes in other assets increasing by $0.5 million.
The Company's net cash flows provided by operating activities may be adversely
impacted by, among other things: (a) the market and economic conditions in the
Company's current markets generally, and specifically in metropolitan areas of
the Company's current markets; (b) lower occupancy and rental rates of the
Company's properties (the "Properties"); (c) increased operating costs,
including insurance premiums, real estate taxes and utilities, that cannot be
passed on to the Company's tenants; and (d) decreased sales of manufactured
homes. See "Factors That May Affect Future Results" in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002.
In 2003, the Company increased its existing line of credit to an $105 million
facility, which matures in July 2005, with a one-year optional extension. At
March 31, 2003, the average interest rate of outstanding borrowings under the
line of credit was 2.14% with $76.5 million outstanding and $28.5 million
available to be drawn under the facility. The line of credit facility contains
various leverage, debt service coverage, net worth maintenance and other
customary covenants all of which the Company was in compliance with at March 31,
2003.
18
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES, CONTINUED:
In 1998, certain directors, employees and consultants of the Company purchased
approximately $25.5 million of newly issued shares of common stock of Sun and
common OP Units in the Company in accordance with the Company's 1998 Stock
Purchase Plan (the "Purchase Plan"). The participants in the Purchase Plan
financed these purchases by obtaining personal loans from Bank One, N.A. (the
"Bank") and the Company guaranteed the repayment of all such loans. The
participants have agreed to fully indemnify the Company against all liabilities
arising under such guaranty (the "Guaranty") (the principal balance of which was
approximately $22.7 million at March 31, 2003).
Among other usual commercial provisions, the Guaranty requires that the Company
comply with certain financial covenants. These covenants were initially designed
to be identical in all material respects with the financial covenants imposed on
the Company under its line of credit facility. Since 1998, as the covenants in
the Company's then applicable line of credit facility changed, the Guaranty has
also been similarly amended to remain consistent. In July 2002, the Company
entered into a replacement line of credit facility; however, conforming
amendments to the Guaranty were not made, resulting in differing and
inconsistent financial covenants in the line of credit facility as compared to
the Guaranty. As a consequence, as of September 30, 2002, the Company was not in
compliance with certain of the financial covenants contained in the Guaranty
(the "Differing Financial Covenants"). Because it was not the intention of the
parties to impose disparate requirements on the Guaranty and the Company's line
of credit, the Bank waived any breach of the Guaranty arising solely as a result
of the Company's non-compliance with the Differing Financial Covenants so long
as the Company remains in compliance with all of the terms and conditions of its
line of credit facility. As of March 31, 2003, the Company was in compliance
with the terms and conditions of its line of credit facility and, as a result,
the Company was in compliance with the terms and conditions of the Guaranty.
Section 402 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") states
that it is "unlawful for any issuer directly or indirectly, including through
any subsidiary, to extend or maintain credit, to arrange for the extension of
credit, or to renew an extension of credit, in the form of a personal loan to or
for any director or executive officer (or equivalent thereof) of that issuer."
Section 402 of the Sarbanes-Oxley Act provides an exception for certain
extensions of credit which are "maintained by the issuer on the date of
enactment of the Sarbanes-Oxley Act [July 30, 2002], provided that there
is no material modification to any term of any such extension of credit or any
renewal of any such extension of credit on or after that date of enactment."
Jaffe, Raitt, Heuer & Weiss, P.C. has delivered a reasoned opinion to the
Company to the effect that, based on various assumptions and qualifications set
forth in the opinion, a court could reasonably find that Section 402 of the
Sarbanes-Oxley Act does not apply to the waiver letter issued by the Bank and
that, even if a court determines that Section 402 applies to the Bank's waiver
letter, a court could reasonably conclude that the Guaranty fits within the
exception under Section 402 for extensions of credit maintained by the issuer
prior to July 30, 2002. Arthur A. Weiss, a stockholder of Jaffe, Raitt, Heuer &
Weiss, P.C., the Company's regular outside counsel, is a director of the Company
and received a personal loan to purchase common OP Units under the Purchase
Plan.
19
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES, CONTINUED:
There is no case law directly on point, and we cannot assure you that a court
would not decide differently from the views expressed in counsel's opinion and
such opinion represents only the best judgment of counsel and is not binding in
the courts. It is unclear what the consequences to the Company would be if a
court determined the Bank's waiver letter constituted a material modification of
the terms of the Guaranty in violation of Section 402 of the Sarbanes-Oxley Act
and the Securities Exchange Act of 1934, as amended.
The Company's primary long-term liquidity needs are principal payments on
outstanding indebtedness. At March 31, 2003, the Company's outstanding
contractual obligations were as follows:
PAYMENTS DUE BY PERIOD
(IN THOUSANDS)
-----------------------------------------------------------
CONTRACTUAL CASH OBLIGATIONS (1) TOTAL DUE 1 YEAR 2-3 YEARS 4-5 YEARS AFTER 5 YEARS
--------- --------- --------- --------- -------------
Bridge loan $ 48,000 $ 48,000
Line of credit 76,500 $ 76,500
Collateralized term loan 42,062 670 $ 1,489 39,903
Collateralized term loan - FNMA 152,363 $ 152,363
Senior notes (2) 285,000 85,000 65,000 35,000 100,000
Mortgage notes, other 58,604 1,162 22,899 13,274 21,269
Capitalized lease obligations 9,804 9,804
Redeemable Preferred OP Units 58,148 3,564 35,782 18,802
--------- --------- --------- --------- ---------
$ 730,481 $ 148,200 $ 125,170 $ 183,479 $ 273,632
========= ========= ========= ========= =========
(1) As noted above, the Company is the guarantor of $22.7 million in
personal bank loans, maturing in 2004, made to the Company's directors,
employees and consultants for the purpose of purchasing shares of
Company common stock or Operating Partnership OP Units pursuant to the
Purchase Plan. The Company is obligated under the Guaranty only in the
event that one or more of the borrowers cannot repay their loan when
due. This contingent liability is not reflected on the Company's
balance sheet.
(2) The provisions of the callable/redeemable $65 million notes are such
that the maturity date will likely be 2005 if the 10 year Treasury rate
is greater than 5.7 % on May 16, 2005. The maturity is reflected in the
above table based on that assumption.
20
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES, CONTINUED:
The Company anticipates meeting its long-term liquidity requirements, such as
scheduled debt maturities, large property acquisitions, OP unit redemptions and
potential additional capital contributions to affiliates (see Note 2 Investments
in and Advances to Affiliates), through the issuance of debt or equity
securities, including equity units in the Company, or from selective asset
sales. The Company has maintained investment grade ratings with Moody's Investor
Service and Standard & Poor's, which facilitates access to the senior unsecured
debt market. Since 1993, the Company has raised, in the aggregate, nearly $1.0
billion from the sale of Sun common stock, the sale of OP units in the Company
and the issuance of secured and unsecured debt securities. In addition, at March
31, 2003, ninety-four of the Properties were unencumbered by debt, therefore,
providing substantial financial flexibility. The ability of the Company to
finance its long-term liquidity requirements in such manner will be affected by
numerous economic factors affecting the manufactured housing community industry
at the time, including the availability and cost of mortgage debt, the financial
condition of the Company, the operating history of the Properties, the state of
the debt and equity markets, and the general national, regional and local
economic conditions. See "Factors That May Affect Future Results" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002. If
the Company is unable to obtain additional equity or debt financing on
acceptable terms, the Company's business, results of operations and financial
condition will be harmed.
At March 31, 2003, the Company's debt to total market capitalization
approximated 44.1 percent. The debt has a weighted average maturity of
approximately 4.4 years and a weighted average interest rate of 5.3 percent.
Capital expenditures for the three months ended March 31, 2003 and 2002 included
recurring capital expenditures of $1.0 million and $1.0 million, respectively.
Net cash used in investing activities decreased by $15.3 million to $12.0
million compared to $27.3 million used in investing activities for the three
months ended March 31, 2002. This decrease was due to a $36.0 million decrease
in rental property acquisition activities, offset by a $3.3 million decrease in
proceeds related to property dispositions, a decrease of $12.3 million in
investment in and advances to affiliates and a $5.1 million decrease in
repayments of and investment in notes receivable, net.
Net cash provided by financing activities decreased by $11.5 million to $2.9
million used in financing activities from $8.6 million provided by financing
activities for the three months ended March 31, 2002. This decrease was
primarily due to reduction of borrowings on line of credit by $18.5 million,
proceeds from issuance of OP Units decreasing by $1.9 million and a $0.9
million increase in distributions, offset by a $9.8 million reduction of
repayments on notes payable and other debt.
21
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUPPLEMENTAL MEASURE
Investors in and analysts following the real estate industry utilize funds from
operations ("FFO") as a supplemental performance measure. While the Company
believes net income (as defined by generally accepted accounting principles) is
the most appropriate measure, it considers FFO, given its wide use by and
relevance to investors and analysts, an appropriate supplemental measure. FFO is
defined by the National Association of Real Estate Investment Trusts ("NAREIT")
as net income (computed in accordance with generally accepted accounting
principles) excluding gains (or losses) from sales of property, plus rental
property depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Industry analysts consider FFO to be an
appropriate supplemental measure of the operating performance of an equity REIT
primarily because the computation of FFO excludes historical cost depreciation
as an expense and thereby facilitates the comparison of REITs which have
different cost bases in their assets. Historical cost accounting for real estate
assets implicitly assumes that the value of real estate assets diminishes
predictably over time, whereas real estate values have instead historically
risen or fallen based upon market conditions. FFO does not represent cash flow
from operations as defined by generally accepted accounting principles and is a
supplemental measure of performance that does not replace net income as a
measure of performance or net cash provided by operating activities as a measure
of liquidity. In addition, 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. The following table reconciles earnings attributable to OP
Units less earnings allocated to Limited Partners to FFO for the periods ended
March 31, 2003 and 2002 (in thousands):
2003 2002
----------- ----------
Earnings attributable to OP Units less earnings
allocated to Limited Partners $ 6,343 $ 8,114
Adjustments:
Depreciation of rental property 10,509 9,041
Valuation adjustment (1) 214 --
Allocation of SunChamp losses (2) 850 --
Income allocated to Common OP units 910 1,176
(Gain) on sale of properties -- (269)
---------- ----------
FFO $ 18,826 $ 18,062
========== ==========
Weighted average common shares/OP units outstanding:
Basic 20,342 19,921
========== ==========
Diluted 20,468 20,137
========== ==========
22
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUPPLEMENTAL MEASURE, CONTINUED:
(1) The Company entered into three interest rate swaps and an interest rate cap
agreement. The valuation adjustment reflects the theoretical noncash profit and
loss were those hedging transactions terminated at the balance sheet date. As
the Company has no expectation of terminating the transactions prior to
maturity, the net of these noncash valuation adjustments will be zero at the
various maturities. As any imperfections related to hedging correlation in these
swaps is reflected currently in cash as interest, the valuation adjustments are
excluded from Funds From Operations. The valuation adjustment is included in
interest expense.
(2) The Company acquired the equity interest of another investor in SunChamp in
December 2002. Consideration consisted of a long-term note payable at net book
value. Although the adjustment for the allocation of the SunChamp losses is not
reflected in the accompanying financial statements, management believes that it
is appropriate to provide for this adjustment because the Company's payment
obligations with respect to the note are subordinate in all respects to the
return of the members' equity (including the gross book value of the acquired
equity) plus a preferred return. As a result, the losses that are allocated to
the Company under generally accepted accounting principles are effectively
reallocated to the note for purposes of calculating Funds from Operations.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains various "forward-looking statements" within the meaning
of the Securities Act of 1933 and the Securities Exchange Act of 1934, and the
Company intends that such forward-looking statements be subject to the safe
harbors created thereby. The words "may", "will", "expect", "believe",
"anticipate", "should", "estimate", and similar expressions identify
forward-looking statements. These forward-looking statements reflect the
Company's current views with respect to future events and financial performance,
but are based upon current assumptions regarding the Company's operations,
future results and prospects, and are subject to many uncertainties and factors
relating to the Company's operations and business environment which may cause
the actual results of the Company to be materially different from any future
results expressed or implied by such forward-looking statements. Please see the
section entitled "Factors That May Affect Future Results" in the Company's
Annual report on Form 10-K for the year ended December 31, 2002 for a list of
uncertainties and factors.
Such factors include, but are not limited to, the following: (i) changes in the
general economic climate; (ii) increased competition in the geographic areas in
which the Company owns and operates manufactured housing communities; (iii)
changes in government laws and regulations affecting manufactured housing
communities; and (iv) the ability of the Company to continue to identify,
negotiate and acquire manufactured housing communities and/or vacant land which
may be developed into manufactured housing communities on terms favorable to the
Company. The Company undertakes no obligation to publicly update or revise any
forward-looking statements whether as a result of new information, future
events, or otherwise.
23
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's principal market risk exposure is interest rate risk. The Company
mitigates 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. The Company's primary
strategy in entering into derivative contracts is to minimize the variability
that changes in interest rates could have on its future cash flows. The Company
generally employs derivative instruments that effectively convert a portion of
its variable rate debt to fixed rate debt. The Company does not enter into
derivative instruments for speculative purposes.
The Company's variable rate debt totals $297.4 million and $131.8 million as of
March 31, 2003 and 2002, respectively, which bears interest at various
LIBOR/DMBS rates. If LIBOR/DMBS increased or decreased by 1.00 percent during
the three months ended March 31, 2003 and 2002, the Company believes its
interest expense would have increased or decreased by approximately $3.0 million
and $1.2 million based on the $300.3 million and $116.1 million average balance
outstanding under the Company's variable rate debt facilities for the three
months ended March 31, 2003 and 2002, respectively.
Additionally, the Company had $28.1 million and $35.2 million LIBOR based
variable rate mortgage and other notes receivables as of March 31, 2003 and
2002, respectively. If LIBOR increased or decreased by 1.0 percent during the
three months ended March 31, 2003 and 2002, the Company believes interest income
would have increased or decreased by approximately $0.3 million and $0.3 million
based on the $27.8 million and $34.7 million average balance outstanding on all
variable rate notes receivables for the three months ended March 31, 2003 and
2002, respectively.
The Company has entered into three separate interest rate swap agreements and an
interest rate cap agreement. One of these swap agreements fixes $25 million of
variable rate borrowings at 4.93 percent for the period April 2003 through July
2009, another of these swap agreements fixes $25 million of variable rate
borrowings at 5.37 percent for the period April 2003 through July 2012 and the
third swap agreement, which is only effective for so long as LIBOR is 7 percent
or less, fixes $25 million of variable rate borrowings at 3.97 percent for the
period April 2003 through July 2007. The interest rate cap agreement is
effective April 2003 at a cap rate of 9.49 percent. The notional increases over
three months from $12.9 million to a final notional of $152.4 million and has a
termination date of April 3, 2006.
24
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
ITEM 4. CONTROLS AND PROCEDURES
(a) Sun's Chief Executive Officer, Gary A. Shiffman, and Sun's Chief Financial
Officer, Jeffrey P. Jorissen, evaluated the effectiveness of the Company's
disclosure controls and procedures as of a date within 90 days of filing this
quarterly report (the "Evaluation Date"), and concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures were effective
to ensure that information the Company is required to disclose in its filings
with the Securities and Exchange Commission under the Securities Exchange Act of
1934 (the "Exchange Act") is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms, and to
ensure that information required to be disclosed by the Company in the reports
that it files under the Exchange Act is accumulated and communicated to the
Company's management, including its principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.
(b) There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
Evaluation Date, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II
ITEM 6.(a) -- EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K.
See the attached Exhibit Index.
ITEM 6.(b) - REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the period covered by
this Form 10-Q.
25
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 15, 2003
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
BY: Sun Communities, Inc., its General Partner
BY: /s/ Jeffrey P. Jorissen
---------------------------------------------------
Jeffrey P. Jorissen, Chief Financial Officer
and Secretary of Sun Communities,Inc.
(Duly authorized officer and principal
financial officer)
26
CERTIFICATIONS
(As Adopted Under Section 302 of the Sarbanes-Oxley Act of 2002)
I, Gary A. Shiffman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sun Communities
Operating Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 15, 2003 /s/ Gary A. Shiffman
------------------------------------------
Gary A. Shiffman, Chief Executive Officer,
of Sun Communities, Inc., the General
Partner
27
CERTIFICATIONS
(As Adopted Under Section 302 of the Sarbanes-Oxley Act of 2002)
I, Jeffrey P. Jorissen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sun Communities
Operating Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 15, 2003
/s/ Jeffrey P. Jorissen
--------------------------------------
Jeffrey P. Jorissen, Chief Financial
Officer, of Sun Communities, Inc., the
General Partner
28
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
EXHIBIT INDEX
Exhibit No. Description
10.1 Registration Rights Agreement between Sun Communities
Operating Limited Partnership, Sun Communities, Inc.,
Lehman Brothers Inc. and A.G. Edwards & Sons, Inc. dated
April 11, 2003. (1)
10.2 Purchase Agreement between Sun Communities Operating
Limited Partnership and Lehman Brothers Inc., on behalf of
the Initial Purchasers, dated April 8, 2003. (1)
99.1 Certification pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(2)
(1) Incorporated by reference to Sun Communities, Inc. Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003.
(2) Filed herewith.