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 SEPTEMBER 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
2
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
INDEX
___________
PAGES
PART I
Item 1. Financial Statements:
Consolidated Balance Sheets as of September 30, 1996 and
December 31, 1995 3
Consolidated Statements of Income for the Periods Ended
September 30, 1996 and 1995 4
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II
Item 5. Ratios of Earnings to Fixed Charges 12
Item 6.(a) Exhibits required by Item 601 of Regulation S-K 12
Item 6.(b) Reports on Form 8-K 12
Signatures 13
2
3
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(IN THOUSANDS)
__________
ASSETS 1996 1995
---- ----
Investment in rental property, net $538,590 $310,030
Cash and cash equivalents 9,705 121
Investment in Sun Home Services, Inc. ("SHS") 3,553 3,187
Other assets 9,557 11,766
-------- --------
Total assets $561,405 $325,104
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $180,000 $107,055
Accounts payable and accrued expenses 8,305 2,451
Deposits and other liabilities 7,550 6,123
Distributions payable 8,386 --
-------- --------
Total liabilities 204,241 115,629
-------- --------
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 287,678 177,593
Limited partners 33,703 31,882
-------- --------
Total partners' capital 357,164 209,475
-------- --------
Total liabilities and partners' capital $561,405 $325,104
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
3
4
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED SEPTEMBER 30, 1996 AND 1995
(IN THOUSANDS)
FOR THE NINE FOR THE THREE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
----------------------- ----------------------
1996 1995 1996 1995
--------- --------- -------- ---------
Revenues:
Rental income $49,152 $ 31,374 $ 19,898 $ 11,510
Interest and other income 2,301 1,552 964 396
--------- --------- -------- ---------
Total revenues 51,453 32,926 20,862 11,906
--------- --------- -------- ---------
Expenses:
Property operating and maintenance 11,204 7,297 4,721 2,714
Real estate taxes 3,987 2,164 1,721 768
General and administrative 2,407 1,879 882 644
Depreciation and amortization 10,530 6,911 4,020 2,488
Interest 7,944 4,377 3,240 1,767
--------- --------- -------- ---------
Total expenses 36,072 22,628 14,584 8,381
--------- --------- -------- ---------
Income before extraordinary item 15,381 10,298 6,278 3,525
Extraordinary item, early extinguishment of debt (6,896) -- --
--------- --------- -------- ---------
Net income $ 8,485 $ 10,298 $ 6,278 $ 3,525
========= ========= ======== =========
Net income attributed to:
General partner $ 6,474 $ 8,869 $ 5,012 $ 2,984
Limited partners 968 1,429 640 541
Preferred OP Units 1,043 -- 626 --
--------- --------- -------- ---------
$ 8,485 $ 10,298 $ 6,278 $ 3,525
========= ========= ======== =========
Earnings per OP Unit:
Income before extraordinary item $ .95 $ .91 $ .33 $ .30
Extraordinary item (.46) -- -- --
--------- --------- -------- ---------
Net income $ .49 $ .91 $ .33 $ .30
========== ========== ======== =========
Weighted average OP Units outstanding 15,049 11,333 17,018 11,712
========== ========== ======== =========
The accompanying notes are an integral part
of the consolidated financial statements.
4
5
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(IN THOUSANDS)
__________
1996 1995
---- ----
Cash flows from operating activities:
Net income $ 8,485 $10,298
Adjustments to reconcile net income to net
cash provided by operating activities:
Extraordinary item, net of prepayment penalties 1,390 --
Depreciation and amortization costs 10,530 6,911
Deferred financing costs 195 419
(Increase) decrease in prepaid expenses and other assets 193 (1,746)
Increase in accounts payable and other liabilities 7,281 410
-------- -------
Net cash provided by operating activities 28,074 16,292
-------- -------
Cash flows from investing activities:
Investment in rental properties (198,700) (35,408)
Investment in SHS (366) (4,166)
Investment in notes receivable -- (242)
-------- -------
Net cash used in investing activities (199,066) (39,816)
-------- -------
Cash flows from financing activities:
Distributions (18,623) (14,798)
Proceeds from borrowings 180,000 39,289
Repayments on borrowings (107,055) (4,794)
Capital contribution 126,254 969
Retirement of OP Units -- (1,001)
-------- -------
Net cash provided by financing activities 180,576 19,665
-------- -------
Net increase (decrease) in cash and cash equivalents 9,584 (3,859)
Cash and cash equivalents, beginning of period 121 5,379
-------- -------
Cash and cash equivalents, end of period $ 9,705 $ 1,520
======== =======
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
5
6
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 September 30, 1996 is
identical to the accompanying Company balance sheet, except as follows:
AS PRESENTED
HEREIN SUN COMMUNITIES, INC.
SEPT. 30, 1996 ADJUSTMENTS SEPT. 30, 1996
-------------- ----------- -------------------
(AMOUNTS IN THOUSANDS)
Minority interests . . . . . . -- $ 69,486 $ 69,486
========
Preferred OP Units . . . . . . $ 35,783 (35,783)
General partner . . . . . . . . 287,678 (287,678)
Limited partners . . . . . . . 33,703 (33,703)
Common stock . . . . . . . . . 151 $ 151
Additional paid-in capital . . 320,819 320,819
Distributions in excess of
accumulated earnings . . . (24,119) (24,119)
Officers' notes . . . . . . . . (9,173) (9,173)
-------- --------
Partners' capital/Stockholders'
equity . . . . . . . $357,164 $287,678
======== ========
6
7
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
________
2. RENTAL PROPERTY:
The following summarizes rental property (in thousands):
September 30, December 31,
1996 1995
------------ ------------
Land $ 59,048 $ 32,565
Property under development 5,612 2,075
Depreciable property 500,612 291,973
-------- --------
565,272 326,613
Accumulated depreciation (26,682) (16,583)
-------- --------
Rental property, net $538,590 $310,030
======== ========
3. DEBT:
The following table sets forth certain information regarding debt at September
30, 1996 (in thousands):
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
=========
4. ACQUISITION AND RELATED FINANCING:
Effective May 1, 1996, the Company acquired the portfolio of Aspen Enterprises,
Ltd. ("Aspen Properties") consisting of 25 communities for $226 million.
On a pro forma, unaudited basis, as if the Aspen Properties acquisition had
occurred as of January 1, 1995, total revenues, income before extraordinary
item, net income, earnings per common OP unit before extraordinary item and net
income per common OP unit for the nine months ended September 30, 1996 would
have been $61.8 million, $16.4 million, $9.5 million, $.97 and $.56,
respectively, and total revenues, net income and net income per common OP unit
for the nine months ended September 30, 1995 would have been $54.9 million,
$11.6 million, and $.72, respectively.
The pro forma financial information 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.
7
8
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 Nine Months Ended September 30, 1996 and 1995
Rental income increased by $17.8 million from $31.4 million to $49.2 million or
56.7 percent, due to acquisitions ($15.4 million), lease up of sites ($1.0
million) and increases in rents and other community revenues ($1.4 million).
Other income increased by $.7 million from $1.6 million to $2.3 million or 48.3
percent due primarily to increased interest income.
Property operating and maintenance increased by $3.9 million from $7.3 million
to $ 11.2 million or 53.5 percent, due primarily to acquisitions ($3.4
million).
Real estate taxes increased by $1.8 million from $2.2 million to $4.0 million
or 84.2 percent due primarily to acquisitions ($1.6 million).
General and administrative expenses increased by $.5 million from $1.9 million
to $2.4 million or 28.1 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 6.0 percent to 4.9 percent as a result of
economies of scale resulting from the company's growth.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $12.3 million from $21.6 million to $33.9 million or 56.8 percent.
EBITDA increased as a percentage of revenues from 65.6 percent to 65.8 percent.
Depreciation and amortization increased by $3.6 million from $6.9 million to
$10.5 million or 52.4 percent due primarily to acquisitions.
Interest expense increased by $3.5 million from $4.4 million to $7.9 million or
81.5 percent due to increased debt outstanding.
The extraordinary item results from the early extinguishment of debt and
includes prepayment penalties and related deferred financing costs.
8
9
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
________
Comparison of the Three Months Ended September 30, 1996 and 1995
Rental income increased by $8.4 million from $11.5 million to $19.9 million or
72.9 percent, due to acquisitions ($7.8 million), lease up of sites ($.3
million) and increases in rents and other community revenues ($.3 million).
Property operating and maintenance increased by $2.0 million from $2.7 million
to $4.7 million or 73.9 percent, due primarily to acquisitions ($1.8 million).
Real estate taxes increased by $.9 million from $.8 million to $1.7 million or
124.1 percent due primarily to acquisitions ($.8 million).
General and administrative expenses increased by $.3 million from $.6 million
to $.9 million or 37.0 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 5.6 percent to 4.4 percent as a result of
economies of scale resulting from the company's growth.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $5.7 million from $7.8 million to $13.5 million or 74.0 percent.
EBITDA decreased as a percentage of revenues from 65.3 percent to 64.9 percent.
Depreciation and amortization increased by $1.5 million from $2.5 million to
$4.0 million or 61.6 percent due primarily to acquisitions.
Interest expense increased by $1.4 million from $1.8 million to $3.2 million or
83.4 percent due to increased debt outstanding.
9
10
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 nine months ended September 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
1,244 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 $ 31,438 $ 29,009 $ 49,490 $ 31,658
------- --------- --------- ---------
Property operating expenses:
Property operating and maintenance 7,205 6,870 11,204 7,297
Real estate taxes 2,275 2,006 3,987 2,164
------- --------- --------- ---------
Property operating expenses 9,480 8,876 15,191 9,461
------- --------- --------- ---------
Property EBITDA $ 21,958 $ 20,133 $ 34,299 $ 22,197
======= ======== ========= ==========
Number of properties 46 46 77 52
Developed sites 14,730 14,574 27,517 16,810
Occupied sites 13,906 13,541 25,234 15,704
Occupancy % 94.4% 92.9% 91.7% 93.4%
Weighted average monthly rent per site $ 241 $ 230 $ 249 $ 233
Sites available for development 1,966 1,750 3,461 2,199
Sites in development 462 109 662 169
On a same property basis, property revenues increased by $2.4 million from
$29.0 million to $31.4 million, or 8.4 percent, due primarily to increases in
rents and occupancy related charges including water and property tax pass
throughs. Also contributing to revenue growth was the increase of 365 leased
sites at September 30, 1996 compared to September 30, 1995.
Property operating expenses increased by $.6 million from $8.9 million to $9.5
million, or 6.8 percent, due to increased occupancies and costs and increases in
assessments and millage by local taxing authorities. Property EBITDA increased
by $1.8 million from $20.1 million to $21.9 million, or 9.1 percent.
Sites available for development in the total portfolio increased by 1,262 from
2,199 to 3,461 with 643 of those sites in development in our markets in
Michigan, Indiana, Texas, and Missouri.
10
11
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 $9.6 million to $9.7 million at
September 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 $27.7 million for the nine
months ended September 30, 1996 compared to $16.3 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 $199.1 million for the nine months
ended September 30, 1996 compared to $39.8 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 $180.9 million for the nine months
ended September 30, 1996 compared to $19.7 million for the same period in 1995.
The change was primarily due to increased net borrowings and proceeds from the
capital contributions in 1996.
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 September 30, 1996, the Company's debt to total market capitalization
approximated 26% (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 4.9 years and a weighted average interest rate of 7.4%.
Recurring capital expenditures approximated $1.9 million for the nine months
ended September 30, 1996.
11
12
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 nine months ended September 30, 1996
were 0.95:1, 1.05:1, 1.05:1, 2.79:1, 3.03:1 and 2.53:1, 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 did not file any reports on Form 8-K during the period covered by
this Form 10-Q.
12
13
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: November 14, 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
Financial Officer and Secretary
13
14
EXHIBIT INDEX
PAGE
FILED NUMBER
EXHIBIT NO. DESCRIPTION HEREWITH HEREIN
- ----------- ----------- -------- ------
12.1 Ratio of Earnings to Fixed Charges X
27 Financial Data Schedule X
14