1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
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.)
31700 Middlebelt Road
Suite 145
Farmington Hills, Michigan 48334
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (810) 932-3100
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 [ ]
Page 1 of 15
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
INDEX
_____
PAGES
PART I
Item 1. Financial Statements:
Consolidated Balance Sheets as of June 30, 1996 and
December 31, 1995 3
Consolidated Statements of Operations for the Periods
Ended June 30, 1996 and 1995 4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6-7
Summarized Pro Forma Condensed Consolidated Statements
of Operations 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II
Item 5. Ratios of Earnings to Fixed Charges 13
Item 6.(a) Exhibits required by Item 601 of Regulation S-K 13
Item 6.(b) Reports on Form 8-K 13
Signatures 14
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3
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
(000'S)
-----
ASSETS 1996 1995
-------- --------
Investment in rental property, net of accumulated
depreciation of $22,813 and $16,583 in 1996 and
1995, respectively $533,309 $310,030
Cash and cash equivalents 11,230 121
Investment in Sun Home Services, Inc. ("SHS") 3,113 3,187
Other assets 8,790 11,766
-------- --------
Total assets $556,442 $325,104
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $180,000 $107,055
Accounts payable and accrued expenses 6,091 2,451
Deposits and other liabilities 8,952 6,123
Distributions payable 8,049 --
-------- --------
203,092 115,629
-------- --------
Partners' Capital:
Preferred Operating Partnership Units ("POP Units"),
unlimited authorized, 1,325 issued and
outstanding in 1996 35,783 --
Operating Partnership Units ("OP Units"), unlimited
authorized, 16,838 and 11,714 issued and
outstanding in 1996 and 1995, respectively
General partner 283,627 177,593
Limited partners 33,940 31,882
-------- --------
Total partners' capital 353,350 209,475
-------- --------
Total liabilities and partners' capital $556,442 $325,104
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
(000'S)
_______
FOR THE SIX FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30 JUNE 30
-----------------------------------
1996 1995 1996 1995
------- ------- -------- -------
Revenues:
Rental income $29,254 $19,864 $17,259 $10,471
Interest and other income 1,337 1,156 890 779
------- ------- -------- -------
Total revenues 30,591 21,020 18,149 11,250
------- ------- -------- -------
Expenses:
Property operating and maintenance 6,483 4,583 3,862 2,488
Real estate taxes 2,266 1,396 1,398 735
General and administrative 1,525 1,235 826 641
Depreciation and amortization 6,510 4,423 3,750 2,326
Interest 4,704 2,610 2,666 1,493
------- ------- -------- -------
Total expenses 21,488 14,247 12,502 7,683
------- ------- -------- -------
Income before extraordinary item 9,103 6,773 5,647 3,567
Extraordinary item, early extinguishment of debt (6,896) -- (6,896) --
------- ------- -------- -------
Net income (loss) $ 2,207 $ 6,773 $ (1,249) $ 3,567
======= ======= ======== =======
Net income (loss) attributed to:
General partner $ 1,462 $ 5,885 $ (1,475) $ 3,018
Limited partners 328 888 (191) 549
Preferred OP Units 417 -- 417 --
------- ------- -------- -------
$ 2,207 $ 6,773 $ (1,249) $ 3,567
======= ======= ======== =======
Earnings per OP Unit:
Income before extraordinary item $ .62 $ .61 $ .32 $ .31
Extraordinary item (.49) -- (.42) --
------- ------- -------- -------
Net income $ .13 $ .61 $ (.10) $ .31
======= ======= ======== =======
Weighted average OP Units outstanding 14,064 11,144 16,363 11,712
======= ======= ======== =======
Pro forma information (Note 3):
Pro forma net income $11,109 $ 7,367 $ 5,519 $ 3,793
======= ======= ======== =======
Pro forma earnings per common share
and OP unit (16,838 outstanding
in each period) $ .66 $ .44 $ .33 $ .23
======= ======= ======== =======
The accompanying notes are an integral part
of the consolidated financial statements.
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5
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
(000'S)
______
1996 1995
--------- --------
Cash flows from operating activities:
Net income $ 2,207 $ 6,773
Adjustments to reconcile net income to net
cash provided by operating activities:
Extraordinary item, net of prepayment penalties 1,390 --
Depreciation and amortization costs 6,510 4,423
Deferred financing costs 158 237
(Increase) decrease in prepaid expenses and other assets 1,149 (325)
Increase in accounts payable and other liabilities 6,469 915
--------- -------
Net cash provided by operating activities 17,883 12,023
--------- -------
Cash flows from investing activities:
Investment in rental properties (189,550) (19,394)
Investment in SHS 74 (3,160)
Investment in notes receivable -- (4,161)
--------- -------
Net cash used in investing activities (189,476) (26,715)
--------- -------
Cash flows from financing activities:
Distributions (11,094) (9,910)
Proceeds from borrowings 180,000 25,279
Repayments on borrowings (107,055) (4,679)
Capital contribution 120,851 969
Retirement of OP Units -- (1,001)
--------- -------
Net cash used in financing activities 182,702 10,658
--------- -------
Net increase (decrease) in cash and cash equivalents 11,109 (4,034)
Cash and cash equivalents, beginning of period 121 5,379
--------- -------
Cash and cash equivalents, end of period $ 11,230 $ 1,345
========= =======
Supplemental information:
OP units issued for rental properties $ 39,959 $15,444
Debt assumed for rental properties -- $11,907
The accompanying notes are an integral part
of the consolidated financial statements
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----
1. BASIS OF PRESENTATION:
These unaudited condensed consolidated financial statements of Sun Communities
Operating Limited Partnership have been prepared pursuant to the Securities and
Exchange Commission ("SEC") rules and regulations and should be read in
conjunction with the financial statements and notes thereto of the Company
as of December 31, 1995. 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. Certain reclassifications have been made to the prior period financial
statements to conform with current period presentation.
Sun Communities, Inc. ("Sun"), a self-administered and self-managed Real Estate
Investment Trust 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. Pursuant to the terms
of the Company's partnership agreement, the Company is required to reimburse Sun
for the net expenses incurred by Sun. Amounts paid on behalf of Sun by the
Company are reflected in the statement of operations as general and
administrative expenses. The balance sheet of Sun as of June 30, 1996 is
identical to the accompanying Company balance sheet, except as follows:
AS PRESENTED
HEREIN SUN COMMUNITIES, INC.
JUNE 30, 1996 ADJUSTMENTS JUNE 30, 1996
------------- ------------ -------------
(AMOUNTS IN THOUSANDS)
Minority interests .............. -- $ 69,723 $ 69,723
========
Preferred OP Units .............. $ 35,783 (35,783)
General partner ................. 283,627 (283,627)
Limited partners ................ 33,940 (33,940)
Common stock .................... 149 $ 149
Additional paid-in capital ...... 314,898 314,898
Distributions in excess of
accumulated earnings .......... (22,248) (22,248)
Notes receivable, officer ....... (9,172) (9,172)
-------- --------
Partners' capital/Stockholders'
equity ..................... $353,350 $283,627
======== ========
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------
2. DEBT:
The following table sets forth certain information regarding debt at
June 30, 1996 (000's):
Secured term loan, interest at LIBOR
plus 1.50%, due November 1, 1997 $ 30,000
Senior notes, interest at 7.375%, due
May 1, 2001 65,000
Senior notes, interest at 7.625%, due
May 1, 2003 85,000
--------
$180,000
========
3. ACQUISITION AND RELATED FINANCING:
Effective May 1, 1996, the Company acquired the portfolio of Aspen
Enterprises, Ltd. ("Aspen Properties") consisting of 25 communities
comprising 10,367 developed sites and 286 potential expansion sites for
$226 million. The Company financed the acquisition and repayment of $105.3
million of secured debt from the following sources:
- $117.6 million from the sale of 4.8 million shares of common
stock at $26.125 per share by Sun Communities, Inc. and
the subsequent capital contribution to the Company
- $148.4 million from the issuance of Senior notes
- $30.0 million from the secured term loan
- $4.2 million from common operating partnership units
- $35.8 million from 7% preferred operating partnership units
The following Pro Forma Condensed Consolidated Statement of Operations has
been presented as if the foregoing acquisition and related financing had
occurred as of January 1, 1995. The pro forma condensed consolidated
statement of operations is not necessarily indicative of what the actual
results of operations of the Company would have been had such transactions
actually occurred as of January 1, 1995, nor does it purport to represent
the results of operations of the Company for future periods.
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
SUMMARIZED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(UNAUDITED)
(000'S)
_______
FOR THE SIX FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30 JUNE 30
---------------- ----------------
1996 1995 1996 1995
------- ------- ------- -------
Revenues:
Rental income $39,580 $34,456 $19,666 $17,431
Interest and other income 1,402 1,248 905 823
------- ------- ------- -------
Total revenues 40,982 35,704 20,571 18,254
------- ------- ------- -------
Expenses:
Property operating and maintenance 8,880 7,996 4,421 4,116
Real estate taxes 3,298 2,836 1,656 1,455
General and administrative 1,725 1,535 876 791
Depreciation and amortization 8,065 8,065 4,147 4,147
Interest expense 6,653 6,653 3,326 3,326
------- ------- ------- -------
Total expenses 28,621 27,085 14,426 13,835
------- ------- ------- -------
Income before preferred dividends 12,361 8,619 6,145 4,419
Less preferred OP unit dividends 1,252 1,252 626 626
------- ------- ------- -------
Pro forma net income $11,109 $ 7,367 $ 5,519 $ 3,793
======= ======= ======= =======
Pro forma earnings per OP unit $ .66 $ .44 $ .33 $ .23
======= ======= ======= =======
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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 Notes thereto. Capitalized terms are used as defined
elsewhere in this Form 10-Q.
RESULTS OF OPERATIONS
Comparison of the Six Months Ended June 30, 1996 and 1995
Rental income increased by $9.4 million from $19.9 million to $29.3 million or
47.3 percent, due to acquisitions ($7.6 million), lease up of sites
($.7 million) and increases in rents and other community revenues
($1.1 million).
Other income increased by $.2 million from $1.2 million to $1.3 million or
15.7 percent due primarily to increased interest income.
Property operating and maintenance increased by $1.9 million from $4.6 million
to $6.5 million or 41.5 percent, due primarily to acquisitions ($1.6 million).
Real estate taxes increased by $.9 million from $1.4 million to $2.3 million or
62.3 percent due primarily to acquisitions ($.7 million).
General and administrative expenses increased by $.3 million from $1.2 million
to $1.5 million or 23.5 percent due primarily to increased staffing to manage
the growth of the company. General and administrative expenses as a percentage
of rental income declined from 6.2 percent to 5.2 percent as a result of
economies of scale resulting from the company's growth.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $6.5 million from $13.8 million to $20.3 million or 47.2 percent.
EBITDA increased as a percentage of revenues from 65.7 percent to 66.4 percent.
Interest expense increased by $2.1 million from $2.6 million to $4.7 million or
80.2 percent due to increased debt outstanding.
Depreciation and amortization increased by $2.1 million from $4.4 million to
$6.5 million or 47.2 percent due primarily to acquisitions.
The extraordinary item results from the early extinguishment of debt and
includes prepayment penalties and related deferred financing costs.
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Comparison of the Three Months Ended June 30, 1996 and 1995
Rental income increased by $6.8 million from $10.5 million to $17.3 million or
64.8 percent, due to acquisitions ($5.9 million), lease up of sites
($.3 million) and increases in rents and other community revenues ($.6 million).
Property operating and maintenance increased by $1.4 million from $2.5 million
to $3.9 million or 55.2 percent, due primarily to acquisitions ($1.2 million).
Real estate taxes increased by $.7 million from $.7 million to $1.4 million or
90.2 percent due primarily to acquisitions ($.6 million).
General and administrative expenses increased by $.2 million from $.6 million
to $.8 million or 28.9 percent, due primarily to increased staffing to manage
the growth of the company. General and administrative expenses as a percentage
of rental revenues declined from 6.1 percent to 4.8 percent as a result of
economies of scale resulting from the company's growth.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $4.7 million from $7.4 million to $12.1 million or 63.3 percent.
EBITDA increased as a percentage of revenues from 65.6 percent to 66.5 percent.
Interest expense increased by $1.2 million from $1.5 million to $2.7 million or
78.6 percent due to increased debt outstanding.
Depreciation and amortization increased by $1.4 million from $2.3 million to
$3.7 million or 61.2 percent due primarily to acquisitions.
The extraordinary item results from the early extinguishment of debt and
includes prepayment penalties and related deferred financing costs.
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------
SAME PROPERTY INFORMATION
The following table reflects property-level financial information as of and for
the six months ended June 30, 1996 and 1995. The "Same Property" data
represents information regarding the operation of communities owned as of
January 1, 1995. Site, occupancy, and rent data for those communities is
presented as of the last day of each period presented. The table excludes the
1,257 sites where the Company's interest is in the form of a shared
appreciation mortgage note.
SAME PROPERTY TOTAL PORTFOLIO
1996 1995 1996 1995
------- ------- ------- ---------
Property revenues, including other $20,828 $18,929 $29,517 $19,919
------- ------- ------- -------
Property operating expenses:
Property operating and maintenance 4,606 4,382 6,483 4,570
Real estate taxes 1,484 1,330 2,266 1,396
------- ------- ------- -------
Property operating expenses 6,090 5,712 8,749 5,966
------- ------- ------- -------
Property EBITDA $14,738 $13,217 $20,768 $13,953
======= ======= ======= =======
Number of properties 46 46 77 52
Developed sites 14,684 14,383 27,394 16,055
Occupied sites 13,877 13,429 25,085 15,075
Occupancy % 94.5% 93.4% 91.6% 93.9%
Weighted average monthly rent per site $238 $227 $247 $230
Expansion sites available 2,191 1,833 2,872 2,049
Expansion sites in development 339 175 643 175
On a same property basis, property revenues increased by $1.9 million from
$18.9 million to $20.8 million, or 10.0 percent, due primarily to increases in
rents and occupancy related changes including water and property tax pass
throughs. Also contributing to revenue growth was the increase of 448 leased
sites at June 30, 1996 compared to June 30, 1995.
Property operating expenses increased by $.4 million from $5.7 million to $6.1
million, or 6.6 percent, due to increased occupancies and costs and increases
in assessments and millage by local taxing authorities. Property EBITDA
increased by $1.5 million from $13.2 million to $14.7 million, or 11.5 percent.
Expansion sites in the total portfolio increased by 823 from 2,049 to 2,872
with 643 of those sites in development in our markets in Michigan, Indiana,
Texas, and Missouri.
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SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased by $11.1 million to $11.2 million at
June 30, 1996 compared to $.1 million at December 31, 1995 primarily because
cash provided by operating and financing activities exceeded cash used in
investing activities.
Net cash provided by operating activities was $17.9 million for the six months
ended June 30, 1996 compared to $12.0 million for the same period in 1995.
This increase was due primarily to increases in accounts payable and other
liabilities.
Net cash used in investing activities was $189.5 million for the six months
ended June 30, 1996 compared to $26.7 million for the same period in 1995.
This was primarily due to the acquisition of the 25 communities comprising the
Aspen portfolio in 1996.
Net cash provided by financing activities was $182.7 million for the six months
ended June 30, 1996 compared to uses of $10.7 million for the same period in
1995. The change was primarily due to increased net borrowings and proceeds
from the capital contributions in 1996.
During the second quarter the Company (i) received a capital contribution of
approximately $120.9 million; (ii) sold $150 million of five and seven year
notes resulting in net proceeds of approximately $148.4 million; (iii) obtained
a $30 million 18 month secured term loan; (iv) issued $4.2 million of common OP
units and $35.8 million of preferred OP units in conjunction with the purchase
of the Aspen Properties; and (v) replaced an $85 million secured line of credit
with a $75 million, 42 month unsecured line of credit.
These proceeds were utilized to acquire the Aspen Properties for $226 million
and to retire all but $.8 million of the Company's previously outstanding
secured debt. The $150 million of notes are rated "Baa3" by Moody's Investors
Service, "BBB-" by Standard & Poor's Ratings Services and "BBB-" by Fitch
Investors Service.
The Company expects to meet its short-term liquidity requirements generally
through its working capital provided by operating activities and additional
capital contributions. The Company considers these sources to be adequate and
anticipates they will continue to be adequate to meet operating requirements,
capital improvements, investment in expansions, and payment of distributions by
the Company in both the short and long term.
The Company expects to meet certain long-term liquidity requirements such as
scheduled debt maturities and property acquisitions through the issuance of
equity or debt securities. The Company can also meet these requirements by
utilizing its $75 million line of credit which bears interest at LIBOR plus
1.50% and is due November 1, 1999.
At June 30, 1996, the Company's debt to total market capitalization
approximated 27% (assuming conversion of all Common and Preferred OP Units to
shares of common stock on a one-for-one basis), with a weighted average
maturity of approximately 5.2 years and a weighted average interest rate of
7.43%.
Recurring capital expenditures approximated $1.1 million for the six months
ended June 30, 1996.
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PART II
ITEM 5. - RATIOS OF EARNINGS TO FIXED CHARGES
The Company's ratios of earnings to fixed charges for the years
December 31, 1991, 1992, 1993, 1994 and 1995, and the six months ended
June 30, 1996 were 0.95:1, 1.05:1, 1.05:1, 2.79:1, 3.03:1 and 2.71:1,
respectively.
ITEM 6.(A) - EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
EXHIBIT NO. DESCRIPTION
12.1 Ratios of Earnings to Fixed Charges
27 Financial Data Schedule
ITEM 6.(B) - REPORTS ON FORM 8-K
The Company filed the following reports on Form 8-K during the period covered
by this Form 10-Q:
(a) Report on Form 8-K dated May 1, 1996, filed with the SEC on May 3,
1996, to report the acquisition of 25 manufactured home communities
from affiliates of Aspen Enterprises, Ltd. Financial statements for
these communities were previously reported by the Company in its Form
8-K dated March 20, 1996 and filed with the SEC on March 26, 1996.
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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: August 13, 1996
SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP
BY: SUN COMMUNITIES, INC., GENERAL
PARTNER
BY: /s/ Gary A. Shiffman
-------------------------------------
Gary A. Shiffman, President
BY: /s/ Jeffrey P. Jorissen
------------------------------------
Jeffrey P. Jorissen, Chief
Financial Officer and Secretary
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EXHIBIT INDEX
PAGE
FILED NUMBER
EXHIBIT NO. DESCRIPTION HEREWITH HEREIN
----------- ---------------------------------- -------- ------
12.1 Ratio of Earnings to Fixed Charges X
27 Financial Data Schedule X
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