<PAGE> 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 1-12616
SUN COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 38-2730780
(State of Incorporation) (I.R.S. Employer Identification No.)
31700 Middlebelt Road 48334
Suite 145 (Zip Code)
Farmington Hills, Michigan
(Address of Principal Executive Offices)
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
15,125,843 shares of Common Stock, $.01 par value as of July 31, 1996
Page 1 of 15
<PAGE> 2
SUN COMMUNITIES, INC.
INDEX
-----
PART I PAGES
- ------ -----
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
Summarized Pro Forma Condensed Consolidated Statements
of Operations 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-12
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
2
<PAGE> 3
SUN COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
(000'S)
<TABLE>
<CAPTION>
ASSETS 1996 1995
-------- --------
<S> <C> <C>
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 EQUITY
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
-------- --------
Minority interests 69,723 31,882
-------- --------
Stockholders' equity:
Preferred stock, $.01 par value, 10,000 shares
authorized, none issued
Common stock, $.01 par value, 100,000 shares
authorized, 14,912 and 9,931 issued and
outstanding in 1996 and 1995, respectively 149 99
Paid-in capital 314,898 193,575
Officers notes (9,172) (8,650)
Distributions in excess of accumulated earnings (22,248) (7,431)
-------- --------
Total stockholders' equity 283,627 177,593
-------- --------
Total liabilities and equity $556,442 $325,104
======== ========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
3
<PAGE> 4
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
(000'S)
<TABLE>
<CAPTION>
FOR THE SIX FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30 JUNE 30
---------------- -----------------
1996 1995 1996 1995
------- ------- -------- -------
<S> <C> <C> <C> <C>
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 and minority
interests 9,103 6,773 5,647 3,567
Extraordinary item, early extinguishment of debt (6,896) -- (6,896) --
------- ------- -------- -------
Income before minority interests 2,207 6,773 (1,249) 3,567
Less income allocated to minority interests:
Preferred OP Units 417 -- 417 --
Common OP Units 328 888 (191) 549
------- ------- -------- -------
Net income $ 1,462 $ 5,885 $(1,475) $ 3,018
======= ======= ======== =======
Earnings per share:
Income before extraordinary item $ .62 $ .61 $ .32 $ .31
Extraordinary item (.49) -- (.42) --
------- ------- -------- -------
Net income .13 $ .61 $ (.10) $ .31
======= ======= ======== =======
Distributions declared per common share
outstanding $ 1.365 $ .89 $ .455 $ .445
======= ======= ======== =======
Weighted average common shares outstanding 12,250 9,674 14,064 9,890
======= ======= ======== =======
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
======= ======= ======== =======
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
4
<PAGE> 5
SUN COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
(000'S)
<TABLE>
<CAPTION>
1996 1995
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,462 $ 5,885
Adjustments to reconcile net income to net
cash provided by operating activities:
Income allocated to minority interests 328 888
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 6,886 915
--------- --------
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)
Net proceeds from sale of common stock 117,874 --
Retirement of Operating Partnership Units -- (1,001)
Stock options and dividend reinvestment plan 2,977 969
--------- --------
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
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements
5
<PAGE> 6
SUN COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
These unaudited condensed consolidated financial statements of Sun
Communities, Inc., a Maryland corporation (the "Company"), 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.
2. DEBT:
The following table sets forth certain information regarding debt at
June 30, 1996 (000's):
<TABLE>
<S> <C>
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
========
</TABLE>
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
- $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.
6
<PAGE> 7
SUN COMMUNITIES, INC.
SUMMARIZED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
(UNAUDITED)
(000'S)
<TABLE>
<CAPTION>
FOR THE SIX FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30 JUNE 30
---------------- ---------------------
1996 1995 1996 1995
------- ------- ------- --------
<S> <C> <C> <C> <C>
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 (1) $11,109 $ 7,367 $ 5,519 $ 3,793
======= ======= ======= =======
Pro forma earnings per share (1) $ .66 $ .44 $ .33 $ .23
======= ======= ======= =======
Weighted average common shares and
common operating partnership units
outstanding 16,838 16,838 16,838 16,838
======= ======= ======= =======
</TABLE>
(1) Pro forma net income assumes the conversion of 1.9 million OP Units into
shares of the Company's common stock and the elimination of the allocation
of earnings to Minority Interests. This conversion does not impact pro
forma earnings per share since the allocation to an OP Unit is equivalent
to earnings allocated to a share of common stock.
7
<PAGE> 8
SUN COMMUNITIES, INC.
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
For the six months ended June 30, 1996, net income before extraordinary item
and minority interests increased by 34.4 percent from $6.8 million to $9.1
million, when compared to the six months ended June 30, 1995. The increase was
due to increased revenues of $9.6 million while expenses increased by $7.2
million.
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 of rental revenues 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.
8
<PAGE> 9
SUN COMMUNITIES, INC.
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.
9
<PAGE> 10
SUN COMMUNITIES, INC.
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.
<TABLE>
<CAPTION>
SAME PROPERTY TOTAL PORTFOLIO
--------------- ----------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
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
</TABLE>
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.
10
<PAGE> 11
SUN COMMUNITIES, INC.
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 sale of common stock in 1996.
During the second quarter the Company (i) issued 4.8 million shares of common
stock at $26.125 per share resulting in net proceeds of approximately $118
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 proceeds from
the Company's Dividend Reinvestment Plan. 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 accordance with REIT requirements 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, or interests in the Operating Partnership. 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.
11
<PAGE> 12
SUN COMMUNITIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OTHER
Funds from operations ("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 debt
restructuring and sales of property, plus 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.
NAREIT amended the definition of FFO, effective January 1, 1996, to exclude
deferred finance costs and depreciation of corporate office assets from those
items that are added back to net income in computing FFO. The following table
restates FFO to give effect to the revised definition for the periods ended
June 30, 1996 and 1995:
<TABLE>
<CAPTION>
(000)
FOR THE SIX MONTHS FOR THE THREE MONTHS
ENDED JUNE 30 ENDED JUNE 30
---------------- -----------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Income before allocation to minority
interests $ 9,103 $ 6,773 $ 5,647 $ 3,567
Add depreciation and amortization, net
of corporate office depreciation 6,475 4,393 3,730 2,311
Deduct distribution on preferred OP Units (417) -- (417) --
------- ------- ------- -------
Funds from operations $15,161 $11,166 $ 8,960 $ 5,878
======= ======= ======= =======
Weighted average shares and OP units
outstanding 14,064 11,144 16,363 11,712
FFO, per share/unit $ 1.08 $ 1.00 $ 0.55 $ 0.50
======= ======= ======= =======
</TABLE>
12
<PAGE> 13
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 April 2, 1996, filed with the
Securities and Exchange Commission (the "SEC") on April 4, 1996, to
report entering into an underwriting agreement for the sale of
4.7 million shares of the Company's common stock.
(b) Report on Form 8-K dated April 24, 1996, filed with the SEC on
April 29, 1996, to report entering into an underwriting agreement for
the sale of $65 million aggregate principal amount of 7.375% Notes
due 2001 and $85 million aggregate principal amount of $7.625% Notes
due 2003.
(c) 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.
13
<PAGE> 14
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, INC.
BY: /s/ Gary A. Shiffman
---------------------------
Gary A. Shiffman, President
BY: /s/ Jeffrey P. Jorissen
-------------------------
Jeffrey P. Jorissen, Chief
Financial Officer and
Secretary
14
<PAGE> 15
EXHIBIT INDEX
PAGE
FILED NUMBER
EXHIBIT NO. DESCRIPTION HEREWITH HEREIN
----------- ---------------------------------- -------- ------
12.1 Ratio of Earnings to Fixed Charges X
27 Financial Data Schedule X
15
<PAGE> 1
EXHIBIT 12.1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
The ratio of earnings to fixed charges for the Company (including its
predecessor-in-interest, Sundance Enterprises, Inc., the partnerships
affiliated with Sundance Enterprises, Inc., and the Company's subsidiaries and
majority-owned partnerships) presents the relationship of the Company's
earnings to its fixed charges. "Earnings" as used in the computation, is based
on net income (loss) from continuing operations (which includes a charge to
income for depreciation and amortization expense) before income taxes, plus
fixed charges. "Fixed charges" is comprised of (i) interest charges, whether
expensed or capitalized, and (ii) amortization of loan costs and discounts or
premiums relating to indebtedness of the Company and its subsidiaries and
majority-owned partnerships, excluding in all cases items which would be or are
eliminated in consolidation.
<TABLE>
<CAPTION>
6 MONTHS YEAR ENDED
ENDED DECEMBER 31,
6/30/96 1995 1994 1993 1992 1991
------- ---- ---- ---- ---- ----
(UNAUDITED, IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) $ 9,103 * $13,591 $ 8,924 $ 288 $ 272 $(314)
Add fixed charges other
than capitalized interest 5,121 6,420 4,894 5,280 5,522 5,825
------- ------- ------- ------- ------ ------
$14,224 $20,011 $13,818 $ 5,568 $5,794 $5,511
======= ======= ======= ======= ====== ======
Fixed Charges:
Interest expense $ 4,704 $ 6,420 $ 4,894 $ 5,280 $5,522 $5,825
Preferred OP distribution 417 -- -- -- -- --
Capitalized interest 120 192 58 -- -- --
------- ------- ------- ------- ------ ------
Total fixed charges $ 5,241 $ 6,612 $ 4,952 $ 5,280 $5,522 $5,825
======= ======= ======= ======= ====== ======
Ratio of Earnings to
Fixed Charges: 2.71:1 3.03:1 2.79:1 1.05:1 1.05:1 0.95:1
</TABLE>
* Before extraordinary item
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 11,230
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 556,122
<DEPRECIATION> 22,813
<TOTAL-ASSETS> 556,442
<CURRENT-LIABILITIES> 0
<BONDS> 180,000
<COMMON> 149
0
0
<OTHER-SE> 283,478
<TOTAL-LIABILITY-AND-EQUITY> 556,442
<SALES> 0
<TOTAL-REVENUES> 30,591
<CGS> 0
<TOTAL-COSTS> 8,749
<OTHER-EXPENSES> 6,510
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,704
<INCOME-PRETAX> 9,103
<INCOME-TAX> 0
<INCOME-CONTINUING> 9,103
<DISCONTINUED> 0
<EXTRAORDINARY> (6,896)
<CHANGES> 0
<NET-INCOME> 1,462
<EPS-PRIMARY> .62 <F1>
<EPS-DILUTED> .62 <F1>
<FN>
<F1>
EPS excludes extraordinary loss of $.49 per share
</FN>
</TABLE>
