Add
SUI to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| SUI > SEC Filings for SUI > Form 8-K/A on 26-Oct-2012 | All Recent SEC Filings |
26-Oct-2012
Financial Statements and Exhibits
In accordance with Rule 3-14 and Article 11 of Regulation S-X, Sun Communities, Inc. (the "Company") hereby files (i) the following financial statement information relating to the pending acquisition of four manufactured home communities from Rudgate Silver Springs Company, L.L.C., Rudgate West Company Limited Partnership, Rudgate East Company Limited Partnership, Rudgate East Company II Limited Partnership and Rudgate Hunters Crossing, LLC (collectively, the "Rudgate Acquisition Properties"), and financing and management agreement arrangements with Rudgate Village Company Limited Partnership, Rudgate Clinton Company Limited Partnership and Rudgate Clinton Estates L.L.C with respect to two manufactured home communities (collectively, the "Rudgate Managed Properties"), and (ii) and pro forma financial information of the Company to give effect to the transactions involving the Rudgate Acquisition Properties and the Rudgate Managed Properties and the Company's October 22, 2012 acquisition of Rainbow RV Resort. As these properties will be directly or indirectly owned or managed by entities that will elect or have elected to be treated as real estate investment trusts (as specified under sections 856-860 of the Internal Revenue Code of 1986) for Federal income tax purposes, a presentation of estimated taxable operating results is not applicable.
The closing of the transactions involving the Rudgate Acquisition Properties and the Rudgate Managed Properties is subject to the satisfaction of certain conditions, as described in the Current Report on Form 8-K to which this Amendment relates. If these conditions are satisfied, the Company expects the transactions to close no later than November 15, 2012.
(a) Financial Statements of Business Acquired
Report of Independent Registered Public Accounting Firm
Statements of Revenue and Certain Expenses for the nine months ended September
30, 2012 (unaudited) and the year ended December 31, 2011
Notes to Statements of Revenues and Certain Expenses
Unaudited Pro Forma Financial Information
Unaudited Pro Forma Condensed Balance Sheet of Sun Communities, Inc. as of
September 30, 2012
Unaudited Pro Forma Condensed Consolidated Statement of Operations of Sun
Communities, Inc. for the nine months ended September 30, 2012
Unaudited Pro Forma Condensed Consolidated Statement of Operations of Sun
Communities, Inc. for the year ended December 31, 2011
Notes to Pro Forma Condensed Consolidated Financial Statements of Sun
Communities, Inc.
(b) Exhibits
Exhibit No. Description
10.1* Contribution Agreement dated October 3, 2012, among Sun Communities
Operating Limited Partnership, Rudgate Silver Springs Company,
L.L.C., Rudgate West Company Limited Partnership, Rudgate East
Company Limited Partnership, Rudgate East Company II Limited
Partnership and Rudgate Hunters Crossing, LLC
10.2* Loan commitment letter dated October 3, 2012, among Sun Rudgate
Lender LLC, Rudgate Village Company Limited Partnership, Rudgate
Clinton Company Limited Partnership and Rudgate Clinton Estates
L.L.C and certain guarantors named therein
23.1** Consent of Grant Thornton LLP
99.1* Press release dated October 9, 2012
|
To the Board of Directors and Stockholders of Sun Communities, Inc.
We have audited the accompanying combined statement of revenues and certain expenses (the "Statement") of Rudgate Communities (the "Communities") for the year ended December 31, 2011. This Statement is the responsibility of Sun Communities, Inc. and the Communities' managements. Our responsibility is to express an opinion on the Statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as it relates to the Statement as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Communities' internal control over financial reporting as it relates to the Statement. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Statement was prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission (for inclusion in this Form 8-K/A of Sun Communities, Inc.) as discussed in Note 1 to the Statement and is not intended to be a complete presentation of the Communities' revenues and expenses.
In our opinion, the Statement presents fairly, in all material respects, the revenues and certain expenses discussed in Note 1 to the Statement for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
/S/ Grant Thornton LLP
Southfield, Michigan
October 26, 2012
RUDGATE COMMUNITIES
COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 (unaudited) AND FOR THE
YEAR ENDED DECEMBER 31, 2011
(In thousands)
(Unaudited)
Nine Months Ended Year Ended
September 30, 2012 December 31, 2011
Revenues
Revenues $ 10,038 $ 15,531
Interest income 77 168
Total revenues $ 10,115 $ 15,699
Certain Expenses
Property operating and maintenance $ 2,393 $ 3,451
Real estate taxes 836 1,366
General and administrative expenses 319 656
Interest expense 510 857
Total certain expenses 4,058 6,330
Revenues in excess of certain expenses $ 6,057 $ 9,369
|
See accompanying Notes to the Combined Statements of Revenues and Certain Expenses
1. Basis of Presentation
In October 2012, Sun Communities, Inc. (the "Company"), entered into a Contribution Agreement with Rudgate Silver Springs, L.L.C., Rudgate West Company Limited Partnership, Rudgate East Company Limited Partnership, Rudgate East Company II Limited Partnership and Rudgate Hunters Crossing, LLC (collectively, the "Sellers") to acquire four manufactured home communities. The Company also entered into a commitment letter with Rudgate Village Company Limited Partnership, Rudgate Clinton Company Limited Partnership and Rudgate Clinton Estates L.L.C. (collectively, the "Borrowers") and certain guarantors in which Sun Rudgate Lender LLC will make a mezzanine loan to the Borrowers of the two manufactured home communities.
The statements of revenues and certain expenses (the "Historical Summaries" or "Historical Summary") have been prepared for the purpose of complying with the provision of Article 3-14 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the "SEC"), which requires certain information with respect to real estate operations to be included in certain filings with the SEC. The Historical Summary for the year ended December 31, 2011 is audited and includes the historical revenues and certain operating expenses of the Property, exclusive of items which may not be comparable to the proposed future operations of the Property. Certain properties historical revenues and certain operating expenses are based on a March 31, 2012 fiscal year. These have been combined as in compliance with Rule 3A-02 of Regulation S-X. Material amounts that would not be directly attributable to future operating results of the Property are excluded, and the Historical Summaries are not intended to be a complete presentation of the Property's revenues and expenses. Items excluded consist of depreciation and amortization expense and corporate general and administrative expenses. In the opinion of management, the accompanying interim statement of revenues and certain expenses reflects all adjustments of a normal and recurring nature that are considered necessary for a fair presentation of the results for the interim period presented. Actual results could differ materially from the estimates in the near term, and the operating results for the interim period are not indicative of results for the year ending December 31, 2012.
2. Significant Accounting Policies
Revenue Recognition
Rental income attributable to sites is recorded on a straight-line basis when earned from tenants. Leases entered into by tenants generally range from month-to-month to two years and are renewable by mutual agreement from us and the resident. Interest income on notes receivable is recorded on a level yield basis over the life of the notes.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions related to the reported amounts that affect the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.
Commitments and Contingencies
In connection with the ownership and operation of the Property, the Company may be potentially liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim related to the Property, and the Company is not aware of any other environmental condition that it believes will have a material adverse effect on the Property's revenues and certain expenses.
SUN COMMUNITIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2012
(In thousands)
(Unaudited) Pro Forma Pro Forma
September 30, 2012 (A) Adjustments (B) September 30, 2012
ASSETS
Investment property, net $ 1,278,127 $ 132,375 $ 1,410,502
Cash and cash equivalents 38,724 (38,724 ) -
Inventory of manufactured
homes 5,672 2,700 8,372
Notes and other receivables 128,178 3,980 132,158
Other assets 50,525 7,434 57,959
TOTAL ASSETS $ 1,501,226 $ 107,765 $ 1,608,991
|
LIABILITIES Debt $ 1,268,672 $ 83,300 (C) $ 1,351,972 Lines of credit 2,988 24,465 (C) 27,453 Other liabilities 76,749 - 76,749 TOTAL LIABILITIES $ 1,348,409 $ 107,765 $ 1,456,174 Commitments and contingencies STOCKHOLDERS' DEFICIT Preferred stock - - - Common stock 315 - 315 Additional paid-in capital 857,809 - 857,809 Accumulated other comprehensive loss (696 ) - (696 ) Distributions in excess of accumulated earnings (663,579 ) - (663,579 ) Treasury stock (63,600 ) - (63,600 ) Total Sun Communities, Inc. stockholders' deficit 130,249 - 130,249 Noncontrolling interests: A-1 preferred OP units 45,548 - 45,548 Common OP units (22,980 ) - (22,980 ) TOTAL STOCKHOLDERS' DEFICIT 152,817 - 152,817 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,501,226 $ 107,765 $ 1,608,991 |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
SUN COMMUNITIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012
(In thousands, except per share data)
Pro Forma
Nine Months Ended Pro Forma Nine Months Ended
Rudgate &
September 30, 2012 (D) Rainbow (E) Adjustments September 30, 2012
REVENUES
Income from real
property $ 188,818 $ 10,407 $ - $ 199,225
Revenue from home sales 31,513 - - 31,513
Rental home revenue 19,514 - - 19,514
Ancillary revenues, net 349 - - 349
Interest 7,907 77 - 7,984
Other income, net 530 15 - 545
Total revenues 248,631 10,499 - 259,130
COSTS AND EXPENSES
Property operating and
maintenance 51,261 2,846 - 54,107
Real estate taxes 14,741 911 - 15,652
Cost of home sales 24,535 - - 24,535
Rental home operating
and maintenance 13,090 - - 13,090
General and
administrative - real
property 15,405 319 - 15,724
General and
administrative - home
sales and rentals 6,458 - - 6,458
Acquisition related
costs 1,434 - (301 ) (F) 1,133
Depreciation and
amortization 63,027 - 3,756 (G) 66,783
Interest 50,644 510 2,932 (H) 54,086
Interest on mandatorily
redeemable debt 2,499 - - 2,499
Total expenses 243,094 4,586 6,387 254,067
Income (loss) before
income taxes and
distributions from
affiliates 5,537 5,913 (6,387 ) 5,063
Provision for state
income taxes (190 ) - - (190 )
Distributions from
affiliate 3,250 - - 3,250
Net income (loss) 8,597 5,913 (6,387 ) 8,123
Less: Preferred return
to A-1 preferred OP
units 1,744 - - 1,744
Less: Amounts
attributable to
noncontrolling interests 463 - 189 (I) 652
Net income (loss)
attributable to Sun
Communities, Inc. common
stockholders $ 6,390 $ 5,913 $ (6,576 ) $ 5,727
Weighted average common
shares outstanding:
Basic 26,427 26,427
Diluted 26,444 26,444
Earnings (loss) per
share:
Basic $ 0.24 $ 0.22
Diluted $ 0.24 $ 0.22
|
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
SUN COMMUNITIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2011
(In thousands, except per share data)
Pro Forma
Twelve Months Ended Pro Forma Twelve Months Ended
Rudgate &
December 31, 2011 (D) Rainbow (E) Adjustments December 31, 2011
REVENUES
Income from real
property $ 223,613 $ 16,700 $ - $ 240,313
Revenue from home
sales 32,252 - - 32,252
Rental home revenue 22,290 - - 22,290
Ancillary revenues,
net 592 - - 592
Interest 9,509 168 - 9,677
Other income, net 929 27 - 956
Total revenues 289,185 16,895 - 306,080
COSTS AND EXPENSES
Property operating and
maintenance 59,190 4,053 - 63,243
Real estate taxes 17,547 1,466 - 19,013
Cost of home sales 25,392 - - 25,392
Rental home operating
and maintenance 16,196 - - 16,196
General and
administrative - real
property 19,704 656 - 20,360
General and
administrative - home
sales and rentals 8,156 - - 8,156
Acquisition related
costs 1,971 - - 1,971
Depreciation and
amortization 74,193 - 5,008 (G) 79,201
Asset impairment
charge 1,382 - - 1,382
Interest 64,606 857 3,909 (H) 69,372
Interest on
mandatorily redeemable
debt 3,333 - - 3,333
Total expenses 291,670 7,032 8,917 307,619
Income (loss) before
income taxes and
distributions from
affiliates (2,485 ) 9,863 (8,917 ) (1,539 )
Provision for state
income taxes (150 ) - - (150 )
Distributions from
affiliate 2,100 - - 2,100
Net income (loss) (535 ) 9,863 (8,917 ) 411
Less: Preferred return
to A-1 preferred OP
units 1,222 - - 1,222
Less: Amounts
attributable to
noncontrolling
interests (671 ) - 286 (I) (385 )
Net income (loss)
attributable to Sun
Communities, Inc.
common stockholders $ (1,086 ) $ 9,863 $ (9,203 ) $ (426 )
Weighted average
common shares
outstanding:
Basic 21,147 21,147
Diluted 21,147 21,147
Earnings (loss) per
share:
Basic $ (0.05 ) $ (0.02 )
Diluted $ (0.05 ) $ (0.02 )
|
|
|