SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
10-Q, 1997-08-13
REAL ESTATE
Previous: VARI L CO INC, 10-Q, 1997-08-13
Next: WILLAMETTE VALLEY INC MICROBREWERIES ACROSS AMERICA, 10QSB/A, 1997-08-13



<PAGE>   1
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


         Quarterly report pursuant to Section 13 or 15(d) of the Securities
                   Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                       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 13
<PAGE>   2





            SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

                                     INDEX
                                  ___________



                                                                           

  PART I                                                                  Pages

  Item 1.   Financial Statements:

            Consolidated Balance Sheets as of June 30, 1997 and
                 December 31, 1996                                          3

            Consolidated Statements of Income for the Periods
                 Ended June 30, 1997 and 1996                               4

            Consolidated  Statements of  Cash  Flows  for  the  Six
                 Months Ended June 30, 1997 and 1996                        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
<PAGE>   3





                 SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

                          CONSOLIDATED BALANCE SHEETS

                      JUNE 30, 1997 AND DECEMBER 31, 1996

                                 (IN THOUSANDS)
                                   __________


<TABLE>
<CAPTION>
                        ASSETS                            1997             1996
                                                          ----             ----
  <S>                                                   <C>              <C>
  Investment in rental property, net                     $ 568,296       $ 558,278
  Cash and cash equivalents                                  1,355           9,236
  Investment in Sun Home Services, Inc. ("SHS")             12,972           5,103
  Other assets                                              16,938          12,439
                                                         ---------       ---------

             Total assets                                $ 599,561       $ 585,056
                                                         =========       =========


           LIABILITIES AND PARTNERS  CAPITAL

  Liabilities:
    Debt                                                 $ 185,000       $ 185,000
    Accounts payable and accrued expenses                    8,987           7,718
    Deposits and other liabilities                           8,897           9,123
    Distributions payable                                    9,244            ---
                                                         ---------       ---------

             Total liabilities                             212,128         201,841
                                                         ---------       ---------

  Partners' Capital:
    Preferred Operating Partnership Units ("POP Units"),
       unlimited authorized, 1,325 issued and
       outstanding in 1997 and 1996                         35,783          35,783
    Operating Partnership Units ("OP Units"), unlimited
       authorized, 18,335  and 17,751 issued and
       outstanding in 1997 and 1996, respectively
    General partner                                        306,603         300,932
    Limited partners                                        45,047          46,500
                                                         ---------       ---------
             Total partners' capital                       387,433         383,215
                                                         ---------       ---------
             Total liabilities and partners' capital     $ 599,561       $ 585,056
                                                         =========       =========
</TABLE>





             The accompanying notes are an integral part of the consolidated
              financial statements.



                                      3
<PAGE>   4





                 SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

                       CONSOLIDATED STATEMENTS OF INCOME

                  FOR THE PERIODS ENDED JUNE 30, 1997 AND 1996

                                 (in thousands)


<TABLE>
<CAPTION>

                                        FOR THE SIX              FOR THE THREE
                                        MONTHS ENDED             MONTHS ENDED
                                          JUNE 30                   JUNE 30
                                       -------------             --------------
                                       1997   1996                1997    1996 
                                       -----  -----              ------  ------
 <S>                             <C>         <C>             <C>       <C>
 Revenues:
     Rental income                  $ 44,790  $ 29,254        $ 22,152 $ 17,259
     Other income                      1,836     1,337           1,081      890
                                    --------  --------         -------- -------
                                                             
         Total revenues               46,626    30,591          23,233   18,149
                                    --------  --------         -------- -------
 Expenses:
     Property operating and 
         maintenance                  10,197     6,483           5,050    3,862
     Real estate taxes                 3,740     2,266           1,877    1,398
     General and administrative        2,196     1,525           1,118      826
     Depreciation and amortization     9,777     6,510           4,956    3,750
     Interest                          6,799     4,704           3,354    2,666
                                    --------  --------         -------- -------
                                                                               
                                                             
         Total expenses               32,709    21,488          16,355   12,502
                                    --------  --------         -------- -------

 Income before extraordinary item     13,917     9,103           6,878    5,647
 Extraordinary item, early 
     extinguishment of debt              ---    (6,896)            ---   (6,896)
                                    --------  --------         -------- -------
                                                                                

 Net income (loss)                    13,917     2,207           6,878   (1,249)
 Less distribution to Preferred 
     OP Units                          1,252       417             626      417
                                    --------  --------         -------- -------
 Earnings (loss) attributable to 
     OP Units                       $ 12,665  $  1,790        $  6,252 $ (1,666)
                                    ========  ========        ======== ========

 Net income (loss) attributed to:
     General Partner                $ 11,015  $  1,462        $  5,447 $ (1,475)
     Limited Partners                  1,650       328             805     (191)
                                    --------  --------        -------- --------
                                    $ 12,665  $  1,790        $  6,252   (1,666)
                                    ========  ========        ======== ========

 Earnings per OP unit:
     Income before extraordinary 
     item                           $    .70  $    .62        $    .34 $    .32
     Extraordinary item                   --      (.49)             --     (.42)
                                    --------  --------        -------- --------
     Net income                     $    .70  $    .13        $    .34 $   (.10)
                                    ========  ========        ======== ========
 Weighted average OP units 
     outstanding                      18,144    14,064          18,282   16,363
                                    ========  ========        ========  =======
</TABLE>


       The accompanying notes are an integral part of the consolidated
                            financial statements.



                                      4
<PAGE>   5

                 SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                                 (IN THOUSANDS)
                                   __________


<TABLE>
<CAPTION>

                                                             1997                1996               
                                                            ------               -----              
<S>                                                         <C>                 <C>                 
 Cash flows from operating activities:                                                              
   Net income                                               $ 12,665            $  1,790            
   Adjustments to reconcile net income to net                                                       
      cash provided by operating activities:                                                        
    Extraordinary item, net of prepayment penalties               --               1,390            
    Depreciation and amortization costs                        9,777               6,510            
    Deferred financing costs                                      77                 158            
    (Increase) decrease in prepaid expenses and other assets  (2,402)              1,358            
    Increase in accounts payable and other liabilities                                              
                                                               1,670               6,886            
                                                            --------            --------            
         Net cash provided by operating activities            21,787              18,092            
                                                            --------            --------            
 Cash flows from investing activities:                                                              
   Investment in rental properties                           (19,318)            (58,115)           
   Investment in affiliates                                   (7,869)                 74            
   Note issued to officer of general partner                  (2,600)                  -  
                                                           --------            ---------            
                                                                                                    
         Net cash used in investing activities               (29,787)            (58,041)           
                                                            --------            --------            
                                                                                                    
 Cash flows from financing activities:                                                              
   Distributions                                             (16,376)            (11,094)           
   Proceeds from borrowings                                       --             180,000            
   Repayments on borrowings                                       --            (238,490)           
   Payments for deferred financing costs                         (51)               (209)           
   Capital contribution                                       16,546             120,851            
                                                            --------            --------            
                                                                                                    
         Net cash provided by financing activities               119              51,058            
                                                            --------            --------            
                                                                                                    
 Net increase (decrease) in cash and cash equivalents         (7,881)             11,109            
                                                                                                    
 Cash and cash equivalents, beginning of period                9,236                 121            
                                                            --------            --------            
                                                                                                    
 Cash and cash equivalents, end of period                   $  1,355            $ 11,230            
                                                            ========            ========            
                                                                                                    
 Supplemental information:                                                                          
   OP units issued for rental properties                          --            $ 39,959            
   Debt assumed for rental properties                             --            $131,435            
                                                                                                    
</TABLE>   


       The accompanying notes are an integral part of the consolidated
                             financial statements




                                      5
<PAGE>   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, (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, 1996. 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,
     1997 is identical to the accompanying Company balance sheet, except as
     follows:


<TABLE>
<CAPTION>
                                                                AS PRESENTED                                                  
                                                                    HEREIN                        SUN COMMUNITIES, INC.       
                                                                 JUNE 30, 1997     ADJUSTMENTS       JUNE 30, 1997            
                                                               -----------------   -----------    -----------------           
                                                                      (AMOUNTS IN THOUSANDS)          
<S>                                                              <C>                 <C>            <C>

    Other assets                                                 $  16,938           $  (2,600)      $  14,338
                                                                 =========           =========       =========
    Total assets                                                 $ 599,561           $  (2,600)      $ 596,961 
                                                                 =========           =========       =========
    Minority interests  . . . . . . . . . . . . . . .                   --           $  80,830       $  80,830
                                                                                                     =========
                                                                   
    Preferred OP Units  . . . . . . . . . . . . . . .            $  35,783             (35,783)
    General partner   . . . . . . . . . . . . . . . .              306,603            (306,603)
    Limited partners  . . . . . . . . . . . . . . . .               45,047             (45,047)
    Common stock  . . . . . . . . . . . . . . . . . .                                      160          $  160
    Additional paid-in capital  . . . . . . . . . . .                                  344,861         344,861
    Distributions in excess of
        accumulated earnings  . . . . . . . . . . . .                                  (29,245)        (29,245)
    Officers  notes   . . . . . . . . . . . . . . . .                                  (11,773)        (11,773)
        Partners' capital/Stockholders'                          ---------           ---------       ---------  
              equity  . . . . . . . . . . . . . . . .            $ 387,433              (2,600)      $ 304,003
                                                                 =========           =========       =========
        Total liabilities and partners' capital/
              stockholders' equity                               $ 599,561           $  (2,600)      $ 596,961  
                                                                 =========           =========       =========
</TABLE> 






                                      6
<PAGE>   7




                 SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    ________


  2. RENTAL PROPERTY:

     The following summarizes rental property (in thousands):

                                                         June 30,   December 31,
                                                           1997        1996
                                                        ---------   -----------
          Land                                          $  60,929     $  58,943
          Land improvements and buildings                 529,262       510,726
          Furniture, fixtures, equipment                   11,062         9,826
          Property under development                        6,878         9,318
                                                        ---------     ---------
                                                          608,131       588,813
          Accumulated depreciation                        (39,835)      (30,535)
                                                        ---------     --------- 

          Rental property, net                          $ 568,296     $ 558,278
                                                        =========     =========

  3. DEBT:

     The following table sets  forth certain information  regarding debt at
     June 30, 1997 (in thousands):

          Secured term loan, interest at LIBOR
             plus 1.50%, due November 1, 1997                         $  35,000
          Senior notes, interest at 7.375%, due                         
             May 1, 2001                                                 65,000
          Senior notes, interest at 7.625%, due
             May 1, 2003                                                 85,000 
                                                                      ---------
                                                                      $ 185,000
                                                                      =========

  4. NOTES RECEIVABLE:

     Included in other assets at June 30, 1997 is a $2.6 million 10 year note to
     an officer of the general partner, collateralized by 80,000 shares of
     Sun Communities, Inc.'s common stock, with personal liability up to 
     1.3 million which bears interest at LIBOR + 1.75%.

     Also included in other assets at June  30, 1997  and 1996  are $4.2 
     million of second and third mortgage notes collateralized by
     manufactured housing communities located in Alberta, Canada bearing 
     interest at an average rate of 17 percent.

  5. OTHER INCOME:
     The components of other income are as follows (in thousands):

                                  Six Months Ended           Three Months Ended
                                      June 30,                     June 30,
                                   1997      1996             1997      1996
                                   -----     ------           -----     ----
     Interest:
        Notes and mortgages      $   962    $   742         $   526     $ 376
        Other                        213        339              89       300
     Other property revenues         279        226             127       114
     Equity earnings - Sun Home
        Services, Inc. ( SHS )       382         30             339       100
                                 -------    -------         -------     -----
                                 $ 1,836    $ 1,337         $ 1,081     $ 890
                                 =======    =======         =======     =====





                                      7
<PAGE>   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 six months ended June 30, 1997 and 1996

  For  the  six  months ended  June  30,  1997,  net income  before
  distribution to Preferred  OP Units increased  52.9 percent  from $9.1
  million to $13.9 million,  when compared to  the six months ended June 30,
  1996.  The increase  was due to increased revenues of $16.0 million while
  expenses increased by $11.2 million.

  Rental  income increased by  $15.5 million from  $29.3 million to $44.8
  million  or  53.1  percent,  due  to  acquisitions  ($13.6 million),  lease
  up of sites ($.7 million) and increases in rents and other community revenues
  ($1.2 million).

  Other income increased by  $.5 million from $1.3 million  to $1.8 million  or
  37.3 percent  due  primarily  to increased  interest income and improved
  results of SHS.

  Property operating and maintenance increased by $3.7 million from $6.5
  million to $10.2 million  or 57.3 percent  due primarily to acquisitions
  ($3.2 million).

  Real  estate taxes increased by $1.5 million from $2.3 million to $3.8
  million or 65.0 percent due primarily to  acquisitions ($1.3 million).

  General and administrative expenses increased by $.7 million from $1.5
  million to  $2.2 million or 44.0 percent due  primarily to increased
  staffing to manage the growth of the company.  General and  administrative
  expenses  as a  percentage of  total revenues declined from 5.0 percent to
  4.7 percent as a result of economies of scale resulting from the company's
  growth.

  Earnings  before interest,  taxes, depreciation  and amortization ("EBITDA")
  increased by  $10.2 million  from $20.3   million  to $30.5 million or 50.0
  percent.  EBITDA declined as  a percentage of revenues from 66.4  percent to
  65.4 percent, primarily  due to increased real estate taxes as a percentage
  of total revenues.

  Depreciation and amortization increased by $3.3 million from $6.5 million to
  $9.8 million or 50.2 percent due primarily to acquisitions.

  Interest expense increased  by $2.1 million from  $4.7 million to $6.8
  million or 44.5  percent primarily due to  increased average debt
  outstanding.

  The  extraordinary item  in the  six months  ended June  30, 1996 results
  from  the  early  extinguishment  of  debt  and  includes prepayment
  penalties and related deferred financing costs.



                                      8
<PAGE>   9





            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, 1997 and 1996

 Rental income increased by $4.9 million from $17.3 million to $22.2 million
 or 28.4 percent, due to acquisitions ($4.0 million), lease up of sites ($.3
 million) and increases in rents and other community revenues ($.6 million).

 Property operating and maintenance increased by  $1.2 million  from $3.9
 million to $5.1 million or 30.8 percent, due primarily to acquisitions
 ($1.0 million).

 Real estate taxes increased by $.5 million from $1.4 million to $1.9 million
 or 34.3 percent due primarily to acquisitions ($.4 million).

 General and administrative expenses increased by $.3 million from $.8
 million to $1.1 million or 35.3 percent, due primarily to increased
 staffing to manage the growth of the company. General and administrative
 expenses as a percentage of total revenues increased from 4.6 percent to 4.8
 percent.

 Earnings before interest, taxes, depreciation and amortization
 ("EBITDA") increased by $3.1 million from $12.1 million to $15.2 million
 or 25.9 percent. EBITDA declined as a percentage of revenues from 66.5
 percent to 65.4 percent.

 Depreciation and amortization increased by $1.2 million from $3.8 million
 to $5.0 million or 32.2 percent due primarily to acquisitions.

 Interest expense increased by $.7 million from $2.7 million to $3.4 million
 or 25.8 percent due to increased debt outstanding.

 The extraordinary item in the three months ended June 30, 1996 results
 from the early extinguishment of debt and includes prepayment
 penalties and related deferred financing costs.





                                      9
<PAGE>   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 six months ended June  30,  1997  and 1996.    The  "Same  Property"
data  represents information  regarding  the operation  of  communities  owned
as  of January  1,  1996.    Site,  occupancy,  and  rent  data  for  those
communities  is  presented  as  of  the  last  day  of  each  period
presented.  The table  excludes the 1,200 sites where  the Company's interest
is in the form of a shared appreciation mortgage note.


<TABLE>
<CAPTION>

                                        SAME PROPERTY       TOTAL PORTFOLIO 
                                      ------------------  -------------------
                                        1997      1996      1997       1996   
                                      --------  --------  --------   -------- 
<S>                                  <C>      <C>       <C>         <C>       
Property revenues, including other    $ 25,096  $ 23,579  $ 45,069   $ 29,480 
                                      --------  --------  --------   --------
Property operating expenses:                                                  
    Property operating and maintenance   4,833     4,516    10,197      6,483 
    Real estate taxes                    1,929     1,750     3,740      2,266 
                                      --------  --------  --------   -------- 
        Property operating expenses      6,762     6,266    13,937      8,749 
                                      --------  --------  --------   -------- 
Property EBITDA                       $ 18,334  $ 17,313  $ 31,132   $ 20,731 
                                      ========  ========  ========   ======== 
                                                                             
Number of properties                        52        52        84         77   
Developed sites                         17,535    16,970    30,400     27,380   
Occupied sites                          16,511    16,137    28,133     25,701(1)                                                
Occupancy %                              94.2%     95.1%     94.7%(1)   95.4%(1)  
Weighted average monthly rent per                                               
site                                  $    249  $    237  $   255(1) $    247(1)  
Sites available for development          1,732     2,643     3,312      2,872   
Sites in development                       398       624       736        643   

</TABLE>
                                                                               
(1) Occupancy % and weighted average rent relates to manufactured
housing sites, excluding recreational vehicle sites.

On a same property basis, property revenues increased by $1.5 million
from $23.6 million to $25.1 million, or 6.4 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 374 leased sites at June 30, 1997 compared to June 30, 1996.

Property operating expenses increased by $.5 million from $6.3 million
to $6.8 million, or 7.9 percent, due to increased occupancies and
costs and increases in assessments and millage rates by local taxing
authorities. Property EBITDA increased by $1.0 million from $17.3 million
to $18.3 million, or 5.9 percent.





                                      10
<PAGE>   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 decreased by $7.9 million to $1.4 million at
  June 30, 1997 compared to $9.2 million at December 31, 1996 primarily because
  cash used in investing activities exceeded cash provided by operating
  activities.

  Net cash provided by operating activities increased by $3.7 million to
  $21.8 million for the six months ended June 30, 1997 compared to $18.1
  million for the same period in 1996. Net income before depreciation and
  amortization, minority interests and extraordinary item increased by
  $12.8 million which was offset by $9.1 million of increases in other assets 
  and liabilities. 

  Net cash used in investing activities was $29.8 million for the six months
  ended June 30, 1997 compared to $58.0 million for the same period in 1996.
  $38.8 million of this decrease was due to acquisition related activities with
  $10.5 million of the remaining balance attributable to the Company's
  investment in affiliates and loan to an officer of the general partner. 

  Net cash provided by financing activities was $.1 million for the six months
  ended June 30, 1997 primarily due to $16.5 million of capital contributions
  exceeding $16.4 million of distributions paid. For the same period in 1996,
  net cash provided by financing activities was $51.1 million   due to
  increased net borrowings and proceeds from capital contributions.
        
  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 site
  development, 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. The Company can also meet these requirements by
  utilizing its $75 million line of credit which bears interest at LIBOR plus
  1.25% and is due November 1, 1999.

  At June 30, 1997, the Company's debt to total market capitalization
  approximated 22% percent (assuming conversion of all Common and Preferred OP 
  Units to shares of common stock), with a weighted average maturity of
  approximately 4.1 years and a weighted average interest rate of 7.5 percent.

  Recurring capital expenditures approximated $1.9 million for the six months
  ended June 30, 1997.





                                      11
<PAGE>   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, 1992, 1993,  1994, 1995 and 1996, and the six months ended June 30, 1997
  were 1.05:1, 1.05:1, 2.79:1,  3.03:1, 2.49:1, and 2.49:1, respectively.

  ITEM 6.(a) - EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K

        EXHIBIT  NO.                                 DESCRIPTION
        ------------                                 -----------
            12.1                                 Ratios of Earnings to Fixed
            27                                   Charges 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
<PAGE>   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: August 12, 1997



                                  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





                                      13
<PAGE>   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

<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>


                               6 MONTHS                             YEAR ENDED
                               ENDED                                DECEMBER 31, 
                              6/30/97         1996         1995        1994         1993       1992
                              -------       -------       -------     -------      -------    -------
                                          (UNAUDITED, IN THOUSANDS)
<S>                            <C>          <C>           <C>         <C>         <C>       <C>
Earnings:                                           (1)
  Net income (loss)            $ 13,917      $ 21,953      $ 13,591    $  8,924    $   288   $    272
  Add fixed charges other                                                        
  than capitalized interest       6,799        11,277         6,420       4,894      5,280      5,522
                               --------      --------      --------     -------     ------     ------

                                 20,716      $ 33,230      $ 20,011    $ 13,818    $ 5,568   $  5,794
                               ========      ========      ========    ========    =======    =======          
Fixed Charges:
  Interest expense             $  6,799      $ 11,277      $  6,420    $  4,894    $ 5,280   $  5,522
  Preferred OP distribution       1,252         1,670            --          --         --         --
  Capitalized interest              255           380           192          58         --         --
                               --------      --------      --------    --------    -------   --------
  Total fixed charges          $  8,306      $ 13,327      $  6,612    $  4,952    $ 5,280   $  5,522
                               ========      ========      ========    ========    =======   ========
Ratio of Earnings to
  Fixed Charges:                 2.49:1        2.49:1        3.03:1      2.79:1     1.05:1     1.05:1
</TABLE>



  
(1) Before extraordinary item

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           1,355
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         608,131
<DEPRECIATION>                                  39,835
<TOTAL-ASSETS>                                 599,561
<CURRENT-LIABILITIES>                                0
<BONDS>                                        185,000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     387,433
<TOTAL-LIABILITY-AND-EQUITY>                   599,561
<SALES>                                              0
<TOTAL-REVENUES>                                46,626
<CGS>                                                0
<TOTAL-COSTS>                                   13,937
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,799
<INCOME-PRETAX>                                 13,917
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             13,917
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    12,665
<EPS-PRIMARY>                                      .70
<EPS-DILUTED>                                      .70
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission