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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 10, 2006
Date of Report (Date of earliest event reported)
SUN COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)
MARYLAND
(State or Other Jurisdiction of Incorporation)
1-12616 38-2730780
(Commission File Number) (IRS Employer Identification No.)
27777 FRANKLIN ROAD
SUITE 200 SOUTHFIELD, MI 48034
(Address of Principal Executive Office) (Zip Code)
248-208-2500
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS.
On May 10, 2006, Sun Communities, Inc. (the "Company") issued a press release,
filed as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT # DESCRIPTION
- --------- ---------------------------------
99.1 Press Release issued May 10, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Sun Communities, Inc.
Date: May 10, 2006 By: /s/ Jeffrey P. Jorissen
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Jeffrey P. Jorissen,
Executive Vice President, Treasurer,
Chief Financial Officer, and Secretary
EXHIBIT INDEX
EXHIBIT # DESCRIPTION
- --------- ---------------------------------
99.1 Press Release issued May 10, 2006
Exhibit 99.1
SUN COMMUNITIES, INC. FILES FIRST QUARTER 2006 FORM 10 Q
SOUTHFIELD, Mich., May 10 /PRNewswire-FirstCall/ -- Sun Communities, Inc.
(NYSE: SUI), a real estate investment trust (REIT) that owns and operates
manufactured housing communities, today filed its Form 10 Q reporting first
quarter 2006 results.
Funds from operations (FFO) (1) was $14.6 million or $0.73 on a diluted per
share/OP Unit basis which matched the first quarter 2005 FFO per share. Net loss
for the first quarter was $(0.9) million or $(0.05) per diluted common share
compared to net income of $0.7 million, or $0.04 per diluted common share for
the same period in 2005.
These amounts differ from those reported in the Company's press release
dated April 28, 2006 due to two items. Equity income from affiliate is based on
an estimate at the time of the earnings release and is now known to be $0.1
million greater than the estimate. Expense related to the recognition of stock
compensation has increased by $0.5 million as the aggregate vested portion of
one award exceeded the aggregate of amounts expensed related to that award
offset in part by the cumulative effect of estimated forfeitures under the
various awards in accordance with the provisions of Financial Accounting
Standards Board Statement No. 123 ( R ), Share-Based Payment. In the aggregate,
after this adjustment, the Company has cumulatively recognized $3.6 million of
expense in excess of the aggregate vested portion of all stock based
compensation awards in accordance with generally accepted accounting principles
which require the amortization of stock-based awards over the service period.
These items represent noncash timing adjustments related to general and
administrative expenses. The effect of the foregoing on net income for the
quarter was a decrease of $0.4 million, or $0.03 per share.
Sun Communities, Inc. is a REIT that currently owns and operates a portfolio
of 136 communities comprising 47,600 developed sites and over 6,900 sites
suitable for development mainly in the Midwest and Southeast United States.
(1) 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
sales of depreciable operating property, plus real estate-related depreciation
and amortization, and after adjustments for unconsolidated partnerships and
joint ventures. FFO is a non-GAAP financial measure that management believes is
a useful supplemental measure of the Company's operating performance. Management
generally considers FFO to be a useful measure for reviewing comparative
operating and financial performance because, by excluding gains and losses
related to sales of previously depreciated operating real estate assets and
excluding real estate asset depreciation and amortization (which can vary among
owners of identical assets in similar condition based on historical cost
accounting and useful life estimates), FFO provides a performance measure that,
when compared year over year, reflects the impact to operations from trends in
occupancy rates, rental rates and operating costs, providing perspective not
readily apparent from net income. Management believes that the use of FFO has
been beneficial in improving the understanding of operating results of REITs
among the investing public and making comparisons of REIT operating results more
meaningful.
Because FFO excludes significant economic components of net income including
depreciation and amortization, FFO should be used as an adjunct to net income
and not as an alternative to net income. The principal limitation of FFO is that
it does not represent cash flow from operations as defined by GAAP 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. FFO only provides investors with an additional performance
measure. Other REITs may use different methods for calculating FFO and,
accordingly, the Company's FFO may not be comparable to other REITs.
FORWARD LOOKING STATEMENTS
This press release contains various "forward-looking statements" within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
and the Company intends that such forward-looking statements will be subject to
the safe harbors created thereby. The words "will," "may," "could," "expect,"
"anticipate," "believes," "intends," "should," "plans," "estimates,"
"approximate" and similar expressions identify these forward- looking
statements. These forward-looking statements reflect the Company's current views
with respect to future events and financial performance, but involve known and
unknown risks and uncertainties, both general and specific to the matters
discussed in this press release. These risks and uncertainties may cause the
actual results of the Company to be materially different from any future results
expressed or implied by such forward-looking statements. Such risks and
uncertainties include the ability of manufactured home buyers to obtain
financing, the level of repossessions by manufactured home lenders, the
possibility that the Commission will not approve, or will materially modify, the
Offer described in this press release, and those risks and uncertainties
referenced under the headings entitled "Factors That May Affect Future Results"
or "Risk Factors" contained in the Company's filings with the Securities and
Exchange Commission. The forward-looking statements contained in this press
release speak only as of the date hereof and the Company expressly disclaims any
obligation to provide public updates, revisions or amendments to any
forward-looking statements made herein to reflect changes in the Company's
expectations of future events.
For more information about Sun Communities, Inc. visit our website at
http://www.suncommunities.com
SOURCE Sun Communities, Inc.
-0- 05/10/2006
/CONTACT: Jeffrey P. Jorissen, Chief Financial Officer of Sun
Communities, Inc., +1-248-208-2500/
/Web site: http://www.suncommunities.com /