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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020.

☐ TRANSITION PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

SUN COMMUNITIES INC.

(Exact Name of Registrant as Specified in its Charter)



Maryland	1-12616	38-2730780
(State of Incorporation)	Commission file number	(I.R.S. Employer Identification No.)



27777 Franklin Rd,	Suite 200,	Southfield,	Michigan	48034
(Address of Principal Executive Offices)				(Zip Code)

(248) 208-2500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	SUI	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. (Check one):



Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
☒	☐	☐	☐	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of Common Stock, $0.01 par value per share, outstanding as of April 16, 2020: 93,307,207

INDEX




PART I – FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets as of March 31, 2020 (Unaudited) and December 31, 2019	1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	2
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	4
	Consolidated Statement of Equity for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 4.	Controls and Procedures	44

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6.	Exhibits	48
	Signatures	49

SUN COMMUNITIES, INC.

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)



	(Unaudited)
	March 31, 2020			December 31, 2019
Assets
Land	$	1,418,985		$	1,414,279
Land improvements and buildings	6,697,376			6,595,272
Rental homes and improvements	640,709			627,175
Furniture, fixtures and equipment	285,922			282,874
Investment property	9,042,992			8,919,600
Accumulated depreciation	(1,754,591		)	(1,686,980		)
Investment property, net (including $350,019 and $344,300 for consolidated VIEs at March 31, 2020 and December 31, 2019; see Note 7)	7,288,401			7,232,620
Cash, cash equivalents and restricted cash	394,740			34,830
Marketable securities; (see Note 14)	55,602			94,727
Inventory of manufactured homes	64,436			62,061
Notes and other receivables, net	186,692			157,926
Other assets, net (including $23,751 and $23,894 for consolidated VIEs at March 31, 2020 and December 31, 2019; see Note 7)	219,176			219,896
Total Assets	$	8,209,047		$	7,802,060
Liabilities
Mortgage loans payable (including $46,727 and $46,993 for consolidated VIEs at March 31, 2020 and December 31, 2019; see Note 7)	$	3,273,808		$	3,180,592
Preferred Equity - Sun NG RV Resorts LLC - mandatorily redeemable (fully attributable to consolidated VIEs; see Note 7)	35,249			35,249
Preferred OP units - mandatorily redeemable	34,663			34,663
Lines of credit	582,774			183,898
Distributions payable	75,636			71,704
Advanced reservation deposits and rent	151,144			133,420
Accrued expenses and accounts payable	110,512			127,289
Other liabilities (including $19,604 and $13,631 for consolidated VIEs at March 31, 2020 and December 31, 2019; see Note 7)	82,341			81,289
Total Liabilities	4,346,127			3,848,104
Commitments and contingencies (see Note 15)
Series D preferred OP units	50,387			50,913
Equity interests - NG Sun LLC and NG Whitewater (fully attributable to consolidated VIEs; see Note 7)	26,063			27,091
Stockholders' Equity
Common stock, $0.01 par value. Authorized: 180,000 shares; Issued and outstanding: 93,327 March 31, 2020 and 93,180 December 31, 2019	933			932
Additional paid-in capital	5,211,678			5,213,264
Accumulated other comprehensive loss	(8,325		)	(1,331		)
Distributions in excess of accumulated earnings	(1,479,424		)	(1,393,141		)
Total Sun Communities, Inc. stockholders' equity	3,724,862			3,819,724
Noncontrolling interests
Common and preferred OP units	52,234			47,686
Consolidated VIEs	9,374			8,542
Total noncontrolling interests	61,608			56,228
Total Stockholders' Equity	3,786,470			3,875,952
Total Liabilities, Temporary Equity and Stockholders' Equity	$	8,209,047		$	7,802,060

See accompanying Notes to Consolidated Financial Statements.

SUN COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) (Unaudited)



	Three Months Ended
	March 31, 2020			March 31, 2019
Revenues
Income from real property	$	237,785		$	215,083
Revenue from home sales	40,587			39,618
Rental home revenue	15,472			13,971
Ancillary revenue	10,195			10,178
Interest income	2,350			4,800
Brokerage commissions and other revenues, net	3,913			3,680
Total Revenues	310,302			287,330
Expenses
Property operating and maintenance	64,057			57,909
Real estate taxes	17,176			15,330
Cost of home sales	30,032			29,277
Rental home operating and maintenance	5,494			4,832
Ancillary expenses	7,482			7,101
Home selling expenses	3,992			3,324
General and administrative expenses	25,517			21,887
Catastrophic weather-related charges, net	606			782
Depreciation and amortization	83,689			76,556
Loss on extinguishment of debt	3,279			653
Interest expense	32,416			34,014
Interest on mandatorily redeemable preferred OP units / equity	1,041			1,094
Total Expenses	274,781			252,759
Income Before Other Items	35,521			34,571
Gain / (loss) on remeasurement of marketable securities (see Note 14)	(28,647		)	267
Gain / (loss) on foreign currency translation	(17,479		)	1,965
Other expense, net	(302		)	(67		)
Loss on remeasurement of notes receivable (see Note 4)	(2,112		)	—
Income from nonconsolidated affiliates	52			388
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6)	(2,191		)	—
Current tax expense	(450		)	(214		)
Deferred tax benefit	130			217
Net Income / (Loss)	(15,478		)	37,127
Less: Preferred return to preferred OP units / equity	1,570			1,323
Less: Income / (loss) attributable to noncontrolling interests	(962		)	1,041
Net Income / (Loss) Attributable to Sun Communities, Inc.	(16,086		)	34,763
Less: Preferred stock distribution	—			432
Net Income / (Loss) Attributable to Sun Communities, Inc. Common Stockholders	$	(16,086	)	$	34,331

Weighted average common shares outstanding - basic	92,410			85,520
Weighted average common shares outstanding - diluted	92,935			86,033

Basic earnings / (loss) per share (see Note 13)	$	(0.17	)	$	0.40
Diluted earnings / (loss) per share (see Note 13)	$	(0.17	)	$	0.40

See accompanying Notes to Consolidated Financial Statements.

SUN COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) (Unaudited)



	Three Months Ended
	March 31, 2020			March 31, 2019
Net Income / (Loss)	$	(15,478	)	$	37,127
Foreign currency translation gain / (loss) adjustment	(7,300		)	1,575
Total Comprehensive Income / (Loss)	(22,778		)	38,702
Less: Comprehensive Income / (Loss) attributable to noncontrolling interests	1,268			(1,118		)
Comprehensive Income / (Loss) attributable to Sun Communities, Inc.	$	(21,510	)	$	37,584

See accompanying Notes to Consolidated Financial Statements.

SUN COMMUNITIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)



	Three Months Ended
	March 31, 2020			March 31, 2019
Operating Activities
Net Cash Provided By Operating Activities	$	118,513		$	103,141
Investing Activities
Investment in properties	(132,759		)	(114,804		)
Acquisitions of properties, net of cash acquired	(24,439		)	(279,302		)
Proceeds from dispositions of assets and depreciated homes, net	12,612			11,788
Issuance of notes and other receivables	(19,903		)	—
Repayments of notes and other receivables	854			1,030
Investments in nonconsolidated affiliates	(6,970		)	(11,416		)
Distributions from nonconsolidated affiliates	1,275			221
Net Cash Used For Investing Activities	(169,330		)	(392,483		)
Financing Activities
Issuance of common stock, OP units, and preferred OP units, net	(7,140		)	(4,321		)
Redemption of Series B-3 preferred OP units	—			(2,675		)
Borrowings on lines of credit	1,163,965			1,428,948
Payments on lines of credit	(763,076		)	(1,160,436		)
Proceeds from issuance of other debt	230,000			265,000
Payments on other debt	(134,203		)	(200,892		)
Prepayment penalty on collateralized term loans	(3,250		)	—
Proceeds received from return of prepaid deferred financing costs	—			1,618
Distributions to stockholders, OP unit holders, and preferred OP unit holders	(71,859		)	(65,145		)
Payments for deferred financing costs	(3,328		)	(1,000		)
Net Cash Provided By Financing Activities	411,109			261,097
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(382		)	158
Net change in cash, cash equivalents and restricted cash	359,910			(28,087		)
Cash, cash equivalents and restricted cash, beginning of period	34,830			62,262
Cash, Cash Equivalents and Restricted Cash, End of Period	$	394,740		$	34,175



	Three Months Ended
	March 31, 2020		March 31, 2019
Supplemental Information
Cash paid for interest (net of capitalized interest of $2,258, $1,357 respectively)	$	32,464	$	32,711
Cash paid for interest on mandatorily redeemable debt	$	1,041	$	1,094
Cash paid (refunds) for income taxes	$	75	$	(60	)
Noncash investing and financing activities
Reduction in secured borrowing balance	$	—	$	5,055
Change in distributions declared and outstanding	$	4,787	$	3,536
Conversion of common and preferred OP units	$	446	$	280
Acquisitions - Series D preferred interest	$	—	$	51,930
Acquisitions - Series E preferred interest	$	9,000	$	—
Acquisitions - Escrow	$	—	$	4,035

See accompanying Notes to Consolidated Financial Statements.

SUN COMMUNITIES, INC.

CONSOLIDATED STATEMENT OF EQUITY

(In thousands) (Unaudited)



	Temporary Equity			Stockholders’ Equity
				Common Stock		Additional Paid-in Capital			Distributions in Excess of Accumulated Earnings			Accumulated Other Comprehensive Loss			Non-controlling Interests			Total Stockholders’ Equity			Total Equity
Balance at December 31, 2019	$	78,004		$	932	$	5,213,264		$	(1,393,141	)	$	(1,331	)	$	56,228		$	3,875,952		$	3,953,956
Issuance of common stock and common OP units, net	—			1		(7,141		)	—			—			—			(7,140		)	(7,140		)
Conversion of OP units	—			—		446			—			—			(446		)	—			—
Equity Interests - NG Sun LLC & NG Sun Whitewater RV LLC	98			—		—			(85		)	—			—			(85		)	13
Share-based compensation - amortization and forfeitures	—			—		4,928			93			—			—			5,021			5,021
Issuance of Series E OP units	—			—		181			—			—			8,819			9,000			9,000
Foreign currency translation	—			—		—			—			(6,994		)	(306		)	(7,300		)	(7,300		)
Remeasurement of notes receivable and equity method investment (see Note 17)	—			—		—			1,953			—			—			1,953			1,953
Net income (loss)	(1,195		)	—		—			(14,514		)	—			231			(14,283		)	(15,478		)
Distributions	(457		)	—		—			(73,730		)	—			(2,918		)	(76,648		)	(77,105		)
Balance at March 31, 2020	$	76,450		$	933	$	5,211,678		$	(1,479,424	)	$	(8,325	)	$	61,608		$	3,786,470		$	3,862,920



				Stockholders’ Equity
	Temporary Equity			Common Stock		Additional Paid-in Capital			Distributions in Excess of Accumulated Earnings			Accumulated Other Comprehensive Income / (Loss)			Non-controlling Interests			Total Stockholders’ Equity			Total Equity
Balance at December 31, 2018	$	63,592		$	864	$	4,398,949		$	(1,288,486	)	$	(4,504	)	$	60,499		$	3,167,322		$	3,230,914
Issuance of common stock and common OP units, net	—			1		(4,322		)	—			—			—			(4,321		)	(4,321		)
Conversion of OP units	—			—		280			—			—			(280		)	—			—
Equity Interests - NG Sun LLC	256			—		—			(65		)	—			(191		)	(256		)	—
Share-based compensation - amortization and forfeitures	—			—		3,719			74			—			—			3,793			3,793
Issuance of Series D OP units	51,930			—		—			—			—			—			—			51,930
Foreign currency translation	—			—		—			—			1,498			77			1,575			1,575
Net income	178			—		—			36,086			—			863			36,949			37,127
Distributions	(528		)	—		15			(65,214		)	—			(2,954		)	(68,153		)	(68,681		)
Balance at March 31, 2019	$	115,428		$	865	$	4,398,641		$	(1,317,605	)	$	(3,006	)	$	58,014		$	3,136,909		$	3,252,337

See accompanying Notes to Consolidated Financial Statements.

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Sun Communities, Inc., a Maryland corporation, and all wholly-owned or majority-owned and controlled subsidiaries, including Sun Communities Operating Limited Partnership (the “Operating Partnership”) and Sun Home Services, Inc. (“SHS”) are referred to herein as the “Company,” “us,” “we,” and “our.”

We follow accounting standards set by the Financial Accounting Standards Board (“FASB”). FASB sets generally accepted accounting principles (“GAAP”), which we follow to ensure that we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”).

These unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information and in accordance with GAAP. We present interim disclosures and certain information and footnote disclosures as required by SEC rules and regulations. Accordingly, the unaudited Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited Consolidated Financial Statements reflect, in the opinion of management, all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of the interim financial statements. All intercompany transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period financial statements in order to conform to current period presentation.

Estimates inherent in the current financial reporting process inevitably involve assumptions about future events. Since December 2019, a novel strain of coronavirus, referred to as the COVID-19 virus, has spread to countries in which we operate. COVID-19 has become a global pandemic. Commencing in March 2020, authorities in jurisdictions where our properties are located have issued stay-at-home orders and restrictions on travel and the types of businesses that may continue to operate. Our property site count consists of 66 percent manufactured housing (“MH”) for residents and 34 percent recreational vehicle (“RV”) for guests. As many RV resorts remain closed and unable to generate revenue and as the pandemic may adversely affect our revenues in our MH communities, the extent and duration of the stay-at-home order will have an effect on estimates used in the preparation of financial statements. This includes the net operating income (“NOI”) assumptions in our long-lived asset impairment testing, the ultimate collectability of rent payments from residents and guests due to the effects of COVID-19 on their financial position, and fair value measurement changes for financial assets that the Company has elected to measure at fair value.

The results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on February 20, 2020 (the “2019 Annual Report”). These statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our 2019 Annual Report.

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

2. Revenue

Disaggregation of Revenue

The following tables details our revenue by major source (in thousands):



	Three Months Ended
	March 31, 2020						March 31, 2019
	Real Property Operations		Home Sales and Rentals		Consolidated		Real Property Operations		Home Sales and Rentals		Consolidated
Revenues
Income from real property	$	237,785	$	—	$	237,785	$	215,083	$	—	$	215,083
Revenue from home sales	—		40,587		40,587		—		39,618		39,618
Rental home revenue	—		15,472		15,472		—		13,971		13,971
Ancillary revenue	10,195		—		10,195		10,178		—		10,178
Interest income	2,350		—		2,350		4,800		—		4,800
Brokerage commissions and other revenues, net	3,913		—		3,913		3,680		—		3,680
Total Revenues	$	254,243	$	56,059	$	310,302	$	233,741	$	53,589	$	287,330

Revenue Recognition Policies and Performance Obligations

On January 1, 2018, we adopted FASB Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” and the other related ASUs and amendments to the codification (collectively “ASC 606”). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five-step transactional analysis is required to determine how and when to recognize revenue. ASC 606 applies to all contracts with customers, except those that are within the scope of other topics in the FASB accounting standards codification.

As a real estate owner and operator, the majority of our revenue is derived from site and home leases that are accounted for pursuant to ASC 842 “Leases.” For transactions in the scope of ASC 606, we recognize revenue when control of goods or services transfers to the customer, in the amount that we expect to receive for the transfer of goods or provision of services. The adoption of ASC 606 did not result in any change to the timing and pattern of revenue recognition. Accordingly, retrospective application to prior periods or a cumulative catch-up adjustment was unnecessary.

Income from real property - Residents in our communities lease the site on which their home is located, and either own or lease their home. Resident leases are generally for one-year or month-to-month terms and are renewable by mutual agreement between us and the resident, or in some cases, as provided by jurisdictional statute. Lease revenues for sites and homes fall under the scope of ASC 842, and are accounted for as operating leases with straight-line recognition. Income from real property includes income from site leases for annual MH residents, site leases for annual RV residents and site rentals to transient RV residents. Non-lease components of our site lease contracts, which are primarily provision of utility services, are accounted for with the site lease as a single lease under ASC 842. Additionally, we include collections of real estate taxes from residents within Income from real property.

Revenue from home sales - Our taxable REIT subsidiary, SHS, sells manufactured homes to current and prospective residents in our communities. Prior to adoption of ASC 606, we recognized revenue for home sales pursuant to ASC 605 “Revenue Recognition,” as manufactured homes are tangible personal property that can be located on any land parcel. Manufactured homes are not permanent fixtures or improvements to the underlying real estate and were therefore not considered to be subject to the guidance in ASC 360-20 “Real Estate Sales” by the Company. In accordance with the core principle of ASC 606, we recognize revenue from home sales at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, we have no remaining performance obligation. As of March 31, 2020, and December 31, 2019, we had $27.6 million and $20.9 million, respectively, of receivables from contracts with customers, which consists of home sales proceeds, and are presented as a component of Notes and other receivables, net on our Consolidated Balance Sheets. These receivables represent balances owed to us for previously completed performance obligations for sales of manufactured homes.

Rental home revenue - is comprised of rental agreements whereby we lease homes to residents in our communities. We account for these revenues under ASC 842.

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Ancillary revenue - is primarily composed of proceeds from restaurant, golf, merchandise and other activities at our RV communities and is included in the scope of ASC 606. Revenues are recognized at point of sale when control of the good or service transfers to the customer and our performance obligation is satisfied. In addition, leasing of short-term vacation home rentals is included within Ancillary revenue and falls within the scope of ASC 842. Sales and other taxes that we collect concurrent with revenue-producing activities are excluded from the transaction price.

Interest income - is earned primarily on our notes receivable, which include installment notes receivables on manufactured homes purchased by the Company from loan originators. Interest income on these receivables is accrued based on the unpaid principal balances of the underlying loans on a level yield basis over the life of the loans. Interest income is not in the scope of ASC 606. Refer to Note 4, “Notes and Other Receivables” for additional information.

Broker commissions and other revenues, net - is primarily comprised of brokerage commissions for sales of manufactured homes, where we act as agent and arrange for a third party to transfer a manufactured home to a customer within one of our communities. Brokerage commission revenues are recognized on a net basis at closing, when the transaction is completed and our performance obligations have been fulfilled. Loan loss reserve expenses for our notes receivable are also included herein. Refer to Note 4, “Notes and Other Receivables” for additional information regarding our loan loss reserves.

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

3. Real Estate Acquisitions

2020 Acquisitions

Communities

For the three months ended March 31, 2020, we acquired the following communities:

Community Name

Type

Sites

Development Sites

State

Month Acquired

Cape Cod ⁽¹⁾

230

—

January

Jellystone Natural Bridge

299

—

February

Total

529

—

⁽¹⁾ In conjunction with the acquisition, we issued Series E Preferred Operating Partnership (“OP”) Units. As of March 31, 2020, 90,000 Series E Preferred OP Units were outstanding.

The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed for the three months ended March 31, 2020 (in thousands):



	At Acquisition Date									Consideration
	Investment in property		In-place leases and other intangible assets		Other assets (liabilities), net			Total identifiable assets acquired net of liabilities assumed		Cash and escrow		Temporary and permanent equity		Total consideration
Cape Cod	$	13,350	$	150	$	(295	)	$	13,205	$	4,205	$	9,000	$	13,205
Jellystone Natural Bridge	11,364		80		(391		)	11,053		11,053		—		11,053
Total	$	24,714	$	230	$	(686	)	$	24,258	$	15,258	$	9,000	$	24,258

As of March 31, 2020, we have incurred $0.9 million of additional capitalized transaction costs which have been allocated among the various categories above.

The total amount of revenues and net income included in the Consolidated Statements of Operations for the three months ended March 31, 2020 related to the acquisitions completed in 2020 are set forth in the following table (in thousands):



	Three Months Ended
	March 31, 2020
Total revenues	$	92
Net loss	$	(106	)

The following unaudited pro forma financial information presents the results of our operations for the three months ended March 31, 2020 and 2019, as if the properties acquired in 2020 had been acquired on January 1, 2019. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting.

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on January 1, 2019 (in thousands, except per-share data):



	Three Months Ended
	March 31, 2020			March 31, 2019
Total revenues	$	310,711		$	288,136
Net income / (loss) attributable to Sun Communities, Inc. common stockholders	$	(14,776	)	$	40,078
Net income / (loss) per share attributable to Sun Communities, Inc. common stockholders - basic	$	(0.16	)	$	0.47
Net income / (loss) per share attributable to Sun Communities, Inc. common stockholders - diluted	$	(0.16	)	$	0.47

2019 Acquisitions

For the year ended December 31, 2019 we acquired the following communities:

Community Name

Type

Sites

Development Sites

State

Month Acquired

Slickrock Campground

193

—

December

Pandion Ridge

142

351

November

Jensen Portfolio ⁽¹⁾

5,230

466

Various

October

Glen Ellis

244

September

Leisure Point Resort ⁽²⁾

MH / RV

502

—

September

Reunion Lake

202

July

River Plantation

309

—

May

Massey’s Landing RV

291

—

February

Shelby Properties⁽³⁾

1,308

—

February

Buena Vista

400

—

February

Country Village Estates ⁽⁴⁾

518

—

January

Hid’n Pines RV

321

—

January

Hacienda del Rio

MH (Age-Restricted)

730

—

January

Total

10,390

926

⁽¹⁾Contains 31 communities located in CT, GA, MD, NH, NJ, NY, NC and SC. In conjunction with the acquisition, we issued 1,972,876 shares of common stock, net of fractional shares paid in cash.

⁽²⁾Contains 201 MH sites and 301 RV sites.

⁽³⁾ Contains two MH communities.

⁽⁴⁾ In conjunction with the acquisition, we issued Series D Preferred Operating Partnership (“OP”) Units. As of December 31, 2019, 488,958 Series D Preferred OP Units were outstanding.

SUN COMMUNITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table summarizes the amounts of assets acquired net of liabilities assumed at the acquisition date and the consideration paid for the acquisitions completed in 2019 (in thousands):



	At Acquisition Date											Consideration
	Investment in property		Inventory of manufactured homes		In-place leases and other intangible assets		Other assets (liabilities), net			Total identifiable assets acquired net of liabilities assumed		Cash and escrow		Debt assumed		Temporary and permanent equity		Total consideration
Slickrock Campground	$	8,250	$	—	$	—	$	8		$	8,258	$	8,258	$	—	$	—	$	8,258
Pandion Ridge	19,070		—		—		(92		)	18,978		18,978		—		—		18,978
Jensen Portfolio	374,402		3,605		7,752		3,938			389,697		18,306		58,000		313,391		389,697
Glen Ellis	5,955		—		—		(79		)	5,876		1,976		3,900		—		5,876
Leisure Point Resort	43,632		18		850		(678		)	43,822		43,822		—		—		43,822
Reunion Lake	23,493		—		—		(1,153		)	22,340		22,340		—		—		22,340
River Plantation	22,589		75		—		—			22,664		22,664		—		—		22,664
Massey's Landing	36,250		—		220		(446		)	36,024		36,024		—		—		36,024
Shelby Properties	85,969		2,011		6,520		(1,015		)	93,485		93,485		—		—		93,485
Buena Vista	20,221		439		1,590		(93		)	22,157		22,157		—		—		22,157
Country Village	62,784		—		2,020		31			64,835		12,905		—		51,930