Real Estate Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Real Estate Acquisitions and Dispositions

Real Estate Acquisitions and Dispositions

2021 Acquisitions and dispositions

For the year ended December 31, 2021, we acquired the following MH communities, RV resorts and marinas:

Community Name	Type	Sites, Wet Slips and Dry Storage Spaces	Development Sites	State / Province	Month Acquired
Sun Outdoors Association Island	RV: asset acquisition	294	—	NY	January
Blue Water Beach Resort	RV: asset acquisition	177	—	UT	February
Tranquility MHC	MH: asset acquisition	25	—	FL	February
Islamorada and Angler House(1)	Marina: asset acquisition	251	—	FL	February
Prime Martha's Vineyard(1)	Marina: asset acquisition	395	—	MA	March
Pleasant Beach Campground	RV: asset acquisition	102	—	ON, Canada	March
Sun Outdoors Cape Charles	RV: asset acquisition	669	—	VA	March
Beachwood Resort	RV: asset acquisition	672	—	WA	March
ThemeWorld RV Resort	RV: asset acquisition	148	—	FL	April
Sylvan Glen Estates	MH: asset acquisition	476	—	MI	April
Shelter Island Boatyard	Marina: asset acquisition	52	—	CA	May
Lauderdale Marine Center	Marina: asset acquisition	206	—	FL	May
Apponaug Harbor	Marina: asset acquisition	348	—	RI	June
Cabrillo Isle	Marina: business combination	476	—	CA	June
Marathon	Marina: asset acquisition	135	—	FL	June
Allen Harbor	Marina: asset acquisition	176	—	RI	July
Cisco Grove Campground & RV	RV: asset acquisition	18	407	CA	July
Four Leaf Portfolio(2)	MH: asset acquisition	2,545	340	MI / IN	July
Harborage Yacht Club	Marina: asset acquisition	300	—	FL	July
Zeman Portfolio(3)	RV: asset acquisition	686	—	IL / NJ	July
Southern Leisure RV Resort	RV: asset acquisition	496	—	FL	August
Sunroad Marina	Marina: asset acquisition	617	—	CA	August
Lazy Lakes RV Resort	RV: asset acquisition	99	—	FL	August
Puerto del Rey	Marina: asset acquisition	1,746	—	Puerto Rico	September
Stingray Point	Marina: asset acquisition	222	—	VA	September
Detroit River	Marina: asset acquisition	440	—	MI	September
Jetstream RV Resort at NASA	RV: asset acquisition	202	—	TX	September
Beaver Brook Campground	RV: asset acquisition	204	150	ME	October
Emerald Coast	Marina: business combination	311	—	FL	November
Tall Pines Harbor Campground	RV: asset acquisition	241	—	VA	November
Wells Beach Resort Campground	RV: asset acquisition	231	—	ME	November
Port Royal	Marina: asset acquisition	167	—	SC	November
Podickory Point	Marina: asset acquisition	209	—	MD	December
Sunroad Marina (restaurant)	Marina: asset acquisition	—	—	CA	December
Jellystone Park at Mammoth Cave	RV: asset acquisition	315	—	KY	December
South Bay	Marina: asset acquisition	333	—	CA	December
Wentworth by the Sea	Marina: asset acquisition	155	—	NH	December
Rocky Mountain RV Park	RV: asset acquisition	75	—	MT	December
Haas Lake RV Park Campground	RV: asset acquisition	492	—	MI	December
Pearwood RV Resort	RV: asset acquisition	144	—	TX	December
Holly Shores Camping Resort	RV: asset acquisition	310	—	NJ	December
Pheasant Ridge RV Park	RV: asset acquisition	130	—	OR	December
Coyote Ranch Resort	RV: asset acquisition	165	165	TX	December
Jellystone Park at Whispering Pines	RV: asset acquisition	131	—	TX	December

Community Name	Type	Sites, Wet Slips and Dry Storage Spaces	Development Sites	State / Province	Month Acquired
Hospitality Creek Campground	RV: asset acquisition	230	—	NJ	December
	Total	15,816	1,062

(1) Includes two marinas.

(2) Includes nine MH communities.

(3) Includes two RV Resorts.

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 year ended December 31, 2021 (in thousands):

	At Acquisition Date										Consideration
	Investment in property		Inventory of manufactured homes, boat parts and retail related items		In-place leases, goodwill and other intangible assets(1)		Other assets / (liabilities), net		Total identifiable assets acquired net of liabilities assumed		Cash and escrow		Temporary and permanent equity		Total consideration
Sun Outdoors Association Island	$	14,965	$	—	$	41	$	(248)	$	14,758	$	14,758	$	—	$	14,758
Blue Water Beach Resort	9,000		—		—		(151)		8,849		8,849		—		8,849
Tranquility MHC	1,250		—		—		(1)		1,249		1,249		—		1,249
Islamorada and Angler House	18,001		22		269		(317)		17,975		17,975		—		17,975
Prime Martha's Vineyard	22,258		138		127		(573)		21,950		21,950		—		21,950
Pleasant Beach Campground	1,531		—		57		1		1,589		1,589		—		1,589
Sun Outdoors Cape Charles	59,669		—		231		(2,029)		57,871		57,871		—		57,871
Beachwood Resort	14,004		—		211		(7,616)		6,599		6,599		—		6,599
ThemeWorld RV Resort	25,000		—		—		(104)		24,896		24,896		—		24,896
Sylvan Glen Estates	23,469		20		531		(269)		23,751		(249)		24,000		23,751
Shelter Island Boatyard	9,520		132		402		(85)		9,969		9,969		—		9,969
Lauderdale Marine Center	336,992		—		3,282		958		341,232		341,232		—		341,232
Apponaug Harbor	6,540		—		89		(689)		5,940		5,940		—		5,940
Marathon	19,129		19		261		(227)		19,182		19,182		—		19,182
Allen Harbor	3,946		30		35		(111)		3,900		3,900		—		3,900
Cisco Grove Campground & RV	6,609		—		—		22		6,631		6,631		—		6,631
Four Leaf Portfolio	210,723		319		3,958		(464)		214,536		214,536		—		214,536
Harborage Yacht Club	17,392		43		4,646		(504)		21,577		21,577		—		21,577
Zeman Portfolio	14,184		—		731		(545)		14,370		14,370		—		14,370
Southern Leisure RV Resort	17,476		—		274		(329)		17,421		17,421		—		17,421
Sunroad Marina(2)	47,766		—		537		64,986		113,289		113,289		—		113,289
Lazy Lakes RV Resort	11,300		—		—		(66)		11,234		11,234		—		11,234
Puerto del Rey	94,482		535		1,033		(4,149)		91,901		91,901		—		91,901
Stingray Point	2,852		—		46		(287)		2,611		2,611		—		2,611
Detroit River	8,737		—		159		(599)		8,297		8,297		—		8,297
Jetstream RV Resort at NASA	17,025		—		475		(199)		17,301		17,301		—		17,301
Beaver Brook Campground	4,411		—		89		(35)		4,465		4,465		—		4,465
Tall Pines Harbor Campground	10,500		—		—		(20)		10,480		10,480		—		10,480
Wells Beach Resort Campground	12,200		—		—		—		12,200		12,200		—		12,200
Port Royal	20,541		—		52		(314)		20,279		20,279		—		20,279

	At Acquisition Date										Consideration
	Investment in property		Inventory of manufactured homes, boat parts and retail related items		In-place leases, goodwill and other intangible assets(1)		Other assets / (liabilities), net		Total identifiable assets acquired net of liabilities assumed		Cash and escrow		Temporary and permanent equity		Total consideration
Podickory Point(3)	3,208		—		49		(187)		3,070		3,070		—		3,070
Jellystone Park at Mammoth Cave(3)	32,500		—		—		(640)		31,860		31,860		—		31,860
South Bay(3)	13,934		—		174		(2,454)		11,654		11,654		—		11,654
Wentworth by the Sea(3)	14,101		5		157		(1,052)		13,211		13,211		—		13,211
Rocky Mountain RV Park(3)	12,500		—		—		—		12,500		12,500		—		12,500
Haas Lake RV Park Campground(3)	20,142		—		—		(44)		20,098		16,456		3,642		20,098
Pearwood RV Resort(3)	10,250		—		—		(42)		10,208		10,208		—		10,208
Holly Shores Camping Resort(3)	27,500		—		—		(481)		27,019		27,019		—		27,019
Pheasant Ridge RV Park(3)	19,000		—		—		—		19,000		19,000		—		19,000
Coyote Ranch Resort(3)	12,600		—		—		(195)		12,405		12,405		—		12,405
Jellystone Park at Whispering Pines(3)	13,750		—		—		(172)		13,578		13,578		—		13,578
Hospitality Creek Campground(3)	15,600		—		—		(603)		14,997		14,997		—		14,997
Business Combination
Cabrillo Isle	37,647		—		10,073		(703)		47,017		47,017		—		47,017
Emerald Coast(4)	8,382		2,693		42,614		(711)		52,978		52,978		—		52,978
Total	$	1,302,586	$	3,956	$	70,603	$	38,752	$	1,415,897	$	1,388,255	$	27,642	$	1,415,897

(1) Refer to Note 5, "Goodwill and Other Intangible Assets," for additional detail on goodwill and other intangible assets.

(2) The balance includes the marina acquired in August and the restaurant acquired in December of which $9.2 million was recorded in investment property and $21.0 million Other assets / liabilities.

(3) The above allocations are estimates awaiting purchase price allocation.

(4) Purchase price allocation is preliminary as of December 31, 2021, subject to revision based on the final purchase price allocation to be finalized one year from the acquisition date.

As of December 31, 2021, we have incurred $18.0 million of transaction costs which have been capitalized and allocated among the various fixed asset categories for purchases that meet the asset acquisition criteria. As of December 31, 2021, we also incurred $1.4 million of business combination expenses, which are expensed for purchases deemed to be business combinations.

The total amount of Revenues and Net income included in the Consolidated Statements of Operations for the year ended December 31, 2021 related to business combinations completed in 2021 are set forth in the following table (in thousands):

	Year Ended
	December 31, 2021
Total revenues	$	6,423
Net income	$	510

The following unaudited pro forma financial information presents the results of our operations for the years ended December 31, 2021 and 2020, as if the properties combined through business combinations in 2021 had been acquired on January 1, 2020. 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 acquisition accounting.

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, 2020 (in thousands, except per-share data):

	Year Ended (unaudited)
	December 31, 2021		December 31, 2020
Total revenues	$	2,329,947	$	1,444,998
Net income attributable to Sun Communities, Inc. common stockholders	$	390,945	$	138,075
Net income per share attributable to Sun Communities, Inc. common stockholders - basic	$	3.47	$	1.42
Net income per share attributable to Sun Communities, Inc. common stockholders - diluted	$	3.40	$	1.42

Land for Expansion / Development

During the year ended December 31, 2021, we acquired 11 land parcels, which are located across the United States and the United Kingdom for the potential development of nearly 4,000 sites, for total purchase price of $172.8 million.

Other Acquisitions

On December 31, 2021, we acquired Leisure Systems, Inc. for a purchase price of $23.0 million. Leisure Systems, Inc. is the franchisor of the Jellystone Park™ system. The acquisition will be accounted for as a business combination. The purchase price is recognized within Other assets, net in the Consolidated Balance Sheets. The Purchase price allocation is preliminary, subject to revision based on the final purchase price allocation to be finalized one year from the acquisition date.

Dispositions

On July 2, 2021, we sold two MH communities located in Indiana and Missouri, containing a combined 677 sites, for $67.5 million. The gain from the sale of the property was approximately $49.4 million.

On August 26, 2021, we sold four MH communities located in Arizona, Illinois and Missouri, containing a combined 1,137 sites, for $94.6 million. The gain from the sale of the property was approximately $58.7 million.

Refer to Note 19, "Subsequent Events," for information regarding real estate transactions we enter into after December 31, 2021.

2020 Acquisitions

For the year ended December 31, 2020, we acquired the following communities:

Property Name	Acquisition Type	Sites, Wet Slips and Dry Storage Spaces	Development Sites	State	Month Acquired
Sun Outdoors Cape Cod	RV: asset acquisition	230	—	MA	January
Jellystone Natural Bridge	RV: asset acquisition	299	—	VA	February
Forest Springs	MH: asset acquisition	372	—	CA	May
Crown Villa	RV: asset acquisition	123	—	OR	June
Flamingo Lake	RV: asset acquisition	421	—	FL	July
Woodsmoke	RV: asset acquisition	300	—	FL	September
Jellystone Lone Star	RV: asset acquisition	344	—	TX	September
El Capitan & Ocean Mesa(1)	RV: asset acquisition	266	109	CA	September
Highland Green Estates & Troy Villa(2)	MH: asset acquisition	1,162	—	MI	September
Safe Harbor Marinas(3)	Marina: business combination	37,305	—	Various	October
Safe Harbor Hideaway Bay	Marina: business combination	628	—	GA	November
Gig Harbor	RV: asset acquisition	115	—	WA	November
Maine MH Portfolio(4)	MH: asset acquisition	1,083	—	ME	November
Safe Harbor Anacapa Isle	Marina: business combination	453	—	CA	December
Annapolis	Marina: asset acquisitions	184	—	MD	December
Wickford	Marina: asset acquisitions	60	—	RI	December
Rybovich Portfolio(5)	Marina: business combination	78	—	FL	December
Rockland	Marina: asset acquisitions	173	—	ME	December
Sun Outdoors Orlando Champions Gate	MH / RV: asset acquisition	304	—	FL	December
Lakeview Mobile Estates	MH: asset acquisition	296	—	CA	December
Shenandoah Acres	RV: asset acquisition	522	—	VA	December
Jellystone at Barton Lake	RV: asset acquisition	555	—	IN	December
Kittatinny Portfolio	RV: asset acquisition	527	—	NY & PA	December
	Total	45,800	109

(1) Includes two RV resorts.

(2) Includes two communities.

(3) Includes 99 owned marinas located in 22 states.

(4) Includes six communities.

(5) Includes two marinas.

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 2020 (in thousands):

	At Acquisition Date										Consideration
	Investment in property		Inventory of manufactured homes, boat parts and retail related items		Goodwill, In-place leases and other intangible assets(1)		Other assets / (liabilities), net		Total identifiable assets acquired net of liabilities assumed		Cash and escrow		Debt assumed		Temporary and permanent equity		Total consideration
Sun Outdoors 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
Forest Springs	51,949		1,337		2,160		(107)		55,339		36,260		—		19,079		55,339
Crown Villa	16,792		—		—		(230)		16,562		16,562		—		—		16,562
Flamingo Lake	34,000		—		—		(155)		33,845		33,845		—		—		33,845
Woodsmoke	25,120		40		840		(461)		25,539		25,539		—		—		25,539
Jellystone Lone Star	21,000		—		—		(703)		20,297		20,297		—		—		20,297
El Capitan & Ocean Mesa (2)	69,690		—		—		(10,321)		59,369		32,108		—		27,261		59,369
Highland Green Estates & Troy Villa	60,988		1,679		2,030		(15)		64,682		64,682		—		—		64,682
Gig Harbor	15,250		—		—		(22)		15,228		15,228		—		—		15,228
Maine MH Portfolio	79,890		—		1,359		30		81,279		72,479		8,800		—		81,279
Annapolis	24,354		—		6,922		(546)		30,730		30,730		—		—		30,730
Wickford	3,468		—		42		(121)		3,389		3,389		—		—		3,389
Rockland	15,082		348		101		(368)		15,163		15,163		—		—		15,163
Sun Outdoors Orlando Champions Gate	15,221		—		279		(4)		15,496		15,496		—		—		15,496
Lakeview Mobile Estates	22,917		195		638		(72)		23,678		23,678		—		—		23,678
Shenandoah Acres	16,166		—		834		(197)		16,803		16,803		—		—		16,803
Jellystone at Barton Lake	23,462		—		538		(397)		23,603		23,603		—		—		23,603
Kittatinny Portfolio	16,220		—		30		29		16,279		16,279		—		—		16,279
Business Combination
Safe Harbor(3)	1,643,879		5,700		444,146		(52,944)		2,040,781		1,141,797		829,000		69,984		2,040,781
Hideaway Bay	26,218		23		7,242		(1,077)		32,406		32,406		—		—		32,406
Anacapa Isle	10,924		—		3,146		60		14,130		14,130		—		—		14,130
Rybovich Portfolio(4)	122,064		620		249,840		(37)		372,487		258,123		—		114,364		372,487
Total	$	2,339,368	$	9,942	$	720,377	$	(68,344)	$	3,001,343	$	1,923,855	$	837,800	$	239,688	$	3,001,343

(1) Refer to Note 5, "Goodwill and Other Intangible Assets," for additional detail on goodwill and other intangible assets.

(2) We have an obligation to pay the seller $9.0 million for 60 development sites over eight years from the acquisition date. Payment is due on a per site basis as ground is broken, paid the earlier of semi-annually or $4.5 million four years from the date of acquisition and an incremental $4.5 million eight years from the date of acquisition. To the extent we are able to develop those sites, our contingent liability will increase after one year of operation contingent upon achieving a seven percent return on investment. The initial contingent consideration liability of $9.0 million was recognized at acquisition within Investment property in the Consolidated Balance Sheets, and within Acquisition deferred liabilities in the Supplemental information of the Consolidated Statement of Cash Flows.

(3) Purchase price allocation was preliminary as of December 31, 2020 and was subsequently adjusted based on the final purchase price allocation. We reclassified $26.1 million from "Other assets / (liabilities), net" to "Goodwill, In-place leases and other intangible assets." The reclassifications consist of $29.8 million to goodwill and various other asset / liability true-ups of $3.7 million during the year ended December 31, 2021. These adjustments did not have any impact on the Statements of Operations.

(4) Purchase price allocation was preliminary as of December 31, 2020 and was adjusted as of March 31, 2021 based on the final purchase price allocation.

As of December 31, 2020, we have incurred $23.0 million of expensed business combination transaction costs (in relation to the acquisition Safe Harbor, Hideaway Bay, Anacapa Isle and the Rybovich Portfolio, as each such acquisition meets the criteria to be accounted for as business combination), and $13.4 million of capitalized transaction costs for asset acquisitions, which have been allocated among the various categories above.