FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X][ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003MARCH 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-11718
MANUFACTURED HOME COMMUNITIES, INC.
(Exact name of registrant as specified in its Charter)
MARYLAND 36-3857664
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
No.)
incorporation or organization) No.)
TWO NORTH RIVERSIDE PLAZA, SUITE 800, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 279-1400
(Registrant's telephone number, including area code)
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](X) No [ ]( )
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X](X) No [ ]( )
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
22,472,73122,894,525 shares of Common Stock as of November 7, 2003.May 6, 2004.
MANUFACTURED HOME COMMUNITIES, INC.
TABLE OF CONTENTS
Page
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PART I - FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Page
----
Consolidated Balance Sheets as of September 30, 2003March 31, 2004 (unaudited) and December 31, 2002..........2003......................... 3
Consolidated Statements of Operations for the quarters ended March 31, 2004 and nine months ended
September 30, 2003 and 2002 (unaudited)................................................................. 4
Consolidated Statements of Cash Flows for the nine monthsquarters ended September 30,March 31, 2004 and 2003 and 2002 (unaudited)................................................................. 6
Notes to Consolidated Financial Statements......................................................Statements................................................................. 7
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................. 17Operations........................................................................ 21
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk............................... 27Risk......................................... 30
ITEM 4. Controls and Procedures.................................................................. 27Procedures............................................................................ 30
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings........................................................................ 28
ITEM 4. Submission of Matters to a Vote of Security Holders...................................... 28Proceedings.................................................................................. 30
ITEM 6. Exhibits and Reports on Form 8-K......................................................... 288-K................................................................... 30
2
MANUFACTURED HOME COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2003MARCH 31, 2004 AND DECEMBER 31, 20022003
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30,
2003MARCH 31
2004 DECEMBER 31,
(UNAUDITED) 20022003
--------------- -------------
ASSETS
Investment in real estate:
Land.................................................................... $ 279,811369,267 $ 284,219282,803
Land improvements....................................................... 890,641 893,8391,173,216 911,176
Buildings and other depreciable property................................ 120,593 117,949122,289 121,117
--------------- -------------
1,291,045 1,296,0071,664,772 1,315,096
Accumulated depreciation................................................ (262,385) (238,098)(283,155) (272,497)
--------------- -------------
Net investment in real estate......................................... 1,028,660 1,057,9091,381,617 1,042,599
Cash and cash equivalents.................................................. 17,981 7,27017,423 325,740
Notes receivable........................................................... 10,772 10,04412,193 11,551
Investment in and advances to joint ventures............................................... 18,947 19,634ventures............................... 50,588 18,828
Rents receivable, net...................................................... 2,040 1,7352,454 2,385
Deferred financing costs, net.............................................. 7,875 5,03014,836 14,164
Inventory.................................................................. 30,687 33,63833,443 31,604
Prepaid expenses and other assets.......................................... 36,041 27,59039,227 27,044
--------------- -------------
Total assets.........................................................assets............................................................ $ 1,153,0031,551,781 $ 1,162,8501,473,915
=============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage notes payable.................................................. $ 578,4831,307,175 $ 575,370
Unsecured term loan..................................................... 100,000 100,0001,076,183
Unsecured line of credit................................................ 58,500 84,75035,000 --
Other notes payable..................................................... 113 113
Accounts payable and accrued expenses................................... 40,544 31,01034,151 27,815
Accrued interest payable................................................ 4,109 6,4157,526 5,978
Rents received in advance and security deposits......................... 7,080 5,96619,204 6,616
Distributions payable................................................... 13,773 13,106441 224,696
--------------- -------------
Total liabilities..................................................... 802,602 816,7301,403,610 1,341,401
--------------- -------------
Commitments and contingencies
Minority interest - Common OP Units and other.............................. 43,671 43,5019,282 1,716
Minority interest - Perpetual Preferred OP Units........................... 125,000 125,000
Stockholders' equity:
Preferred stock, $.01 par value
10,000,000 shares authorized; none issued............................. --- ----- --
Common stock, $.01 par value
50,000,000 shares authorized; 22,415,16122,881,038 and 22,093,24022,563,348
shares issued and outstanding for 2004 and 2003, and 2002, respectively......... 221 218223 222
Paid-in capital......................................................... 260,743 256,394266,383 263,066
Deferred compensation................................................... (1,282) (3,069)
Employee notes.......................................................... --- (2,713)(412) (494)
Distributions in excess of accumulated earnings......................... (74,555) (68,713)
Accumulated other comprehensive income (loss)........................... (3,397) (4,498)(252,305) (256,996)
--------------- -------------
Total stockholders' equity............................................ 181,730 177,61913,889 5,798
--------------- -------------
Total liabilities and stockholders' equity.............................. $ 1,153,0031,551,781 $ 1,162,8501,473,915
=============== =============
The accompanying notes are an integral part of the financial statements.
3
MANUFACTURED HOME COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 2004 AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
QUARTERS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ----------------------------MARCH 31, MARCH 31,
2004 2003
2002 2003 2002
------------ ----------- ------------ ------------------------ -------------
PROPERTY OPERATIONS:
Community base rental income........................income.......................................... $ 49,20350,823 $ 48,858 $ 147,675 $ 147,06449,361
Resort base rental income........................... 2,144 1,770 8,076 5,425income............................................. 12,425 4,077
Utility and other income............................ 4,904 4,737 15,327 15,150
------------ ----------- ----------- -----------income.............................................. 6,526 5,331
------------- -------------
Property operating revenues..................... 56,251 55,365 171,078 167,639revenues....................................... 69,774 58,769
Property operating and maintenance.................. 16,283 15,860 48,828 47,062maintenance.................................... 21,014 16,727
Real estate taxes................................... 4,577 4,321 13,960 13,354taxes..................................................... 5,507 4,638
Property management................................. 2,364 2,329 6,992 7,003
------------ ----------- ----------- -----------management................................................... 2,846 2,351
------------- -------------
Property operating expenses..................... 23,224 22,510 69,780 67,419
------------ ----------- ----------- -----------expenses....................................... 29,367 23,716
------------- -------------
Income from property operations................. 33,027 32,855 101,298 100,220operations................................... 40,407 35,053
HOME SALES OPERATIONS:
Gross revenues from inventory home sales............ 11,399 9,120 25,058 21,775sales.............................. 7,538 4,092
Cost of inventory home sales........................ (10,115) (7,404) (21,741) (17,059)
------------ ----------- ----------- -----------sales.......................................... (7,016) (3,461)
------------- -------------
Gross profit from inventory home sales.............. 1,284 1,716 3,317 4,716sales............................ 522 631
Brokered resale revenues, net....................... 491 348 1,321 1,234net......................................... 492 376
Home selling expenses............................... (1,971) (1,934) (5,669) (6,061)expenses................................................. (2,073) (1,894)
Ancillary services revenues, net.................... (125) (62) 244 604
------------ ----------- ----------- -----------
Income (loss)net...................................... 912 482
------------- -------------
Loss from home sales and other............. (321) 68 (787) 493other.................................... (147) (405)
OTHER INCOME AND EXPENSES:
Interest income..................................... 254 239 760 723income....................................................... 453 261
Income from unconsolidated joint ventures........... 490 213 1,629 878ventures and other................... 1,258 589
General and administrative.......................... (2,027) (1,972) (5,959) (5,915)administrative............................................ (2,212) (1,932)
Interest and related amortization................... (12,408) (13,119) (37,453) (38,393)amortization..................................... (20,393) (12,393)
Depreciation on corporate assets....................assets...................................... (377) (310) (320) (930) (956)
Depreciation on real estate assets and other costs.. (9,446) (8,816) (28,037) (26,632)
------------ ----------- ----------- -----------costs.................... (10,682) (8,904)
Gain on sale of properties and other.................................. 638 ---
------------- -------------
Total other income and expenses................. (23,447) (23,775) (69,990) (70,295)
------------ ----------- ----------- -----------expenses................................... (31,315) (22,689)
------------- -------------
Income before allocation to Minority Interests........... 9,259 9,148 30,521 30,418Interests.................... 8,945 11,959
MINORITY INTERESTS:
(Income) allocated to Common OP Units............... (1,246) (1,255) (4,369) (4,374)Units................................. (1,156) (1,776)
(Income) allocated to Perpetual Preferred OP Units..Units.................... (2,813) (2,813)
(8,439) (8,439)
------------ ----------- ----------- ------------------------ -------------
Income from continuing operations............... 5,200 5,080 17,713 17,605operations................................. 4,976 7,370
DISCONTINUED OPERATIONS:
Discontinued operations............................. 10 752 913 2,019
Gainoperations............................................... --- 502
Depreciation on sale of property............................discontinued operations............................... --- 1,270 10,826 1,270(129)
Minority interest ininterests on discontinued operations........ (2) (390) (2,170) (633)
------------ ----------- ----------- -----------operations......................... --- (71)
------------- -------------
Income from discontinued operations............. 8 1,632 9,569 2,656
------------ ----------- ----------- -----------operations............................... --- 302
------------- -------------
NET INCOME AVAILABLE FOR COMMON SHARES.................SHARES............................ $ 5,2084,976 $ 6,712 $ 27,282 $ 20,261
============ =========== =========== ===========7,672
============= =============
The accompanying notes are an integral part of the financial statements.
4
MANUFACTURED HOME COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE QUARTERS ENDED MARCH 31, 2004 AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
QUARTERS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ----------------------------MARCH 31, 2004 MARCH 31, 2003
2002 2003 2002
------------- ------------ ------------ -------------------------- --------------
EARNINGS PER COMMON SHARE - BASIC:
Income from continuing operations ................operations..................................... $ .24.22 $ .23 $ .80 $ .82.34
Income from discontinued operations .............. --- .08 .43 .12operations................................... -- .01
------------- ------------ ------------ -------------------------
Net income available for Common Shares.............Shares................................ $ .24.22 $ .31 $ 1.24 $ .94.35
============= ============ ============ =========================
EARNINGS PER COMMON SHARE - FULLY DILUTED:
Income from continuing operations..................operations..................................... $ .23.21 $ .23 $ .79 $ .80.33
Income from discontinued operations................ --- .07 .42 .12operations................................... -- .01
------------- ------------ ------------ -------------------------
Net income available for Common Shares.............Shares................................ $ .23.21 $ .30 $ 1.21 $ .91.34
============= ============ ============ =========================
Distributions declared per Common Shares
outstanding....................................Share outstanding................... $ .495.0125 $ .475 $ 1.485 $ 1.425. 495
============= ============ ============ =========================
Weighted average Common Shares outstanding - basic.......................................... 22,114 21,676 22,020 21,558basic.................... 22,674 21,918
============= ============ ============ =========================
Weighted average Common Shares outstanding - fully diluted.................................. 28,148 27,693 27,952 27,622diluted............ 28,521 27,740
============= ============ ============ ============
MANUFACTURED HOME COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME
FOR THE QUARTERS AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
QUARTERS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ---------------------------
2003 2002 2003 2002
------------ ----------- ----------- -----------
Net income available for Common Shares.................. $ 5,208 $ 6,712 $ 27,282 $ 20,261
Net unrealized holding gains (losses) on
derivative instruments......................... 609 (2,551) 1,101 (4,765)
------------ ----------- ----------- -----------
Net other comprehensive income available for
Common Shares.................................. $ 5,817 $ 4,161 $ 28,383 $ 15,496
============ =========== =========== ========================
The accompanying notes are an integral part of the financial statements.
5
MANUFACTURED HOME COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHSQUARTERS ENDED SEPTEMBER 30,MARCH 31, 2004 AND 2003 AND 2002
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
SEPTEMBER 30, SEPTEMBER 30,MARCH 31, MARCH 31,
2004 2003 2002
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income available for Common Shares................................income............................................................ $ 27,2824,976 $ 20,2617,672
Adjustments to reconcile net income to
cash provided by operating activities:
Income allocated to Minority Interests............................ 14,978 13,4473,969 4,660
Gain on sale of property.......................................... (10,826) (1,270)properties and other.............................. (638) ---
Depreciation and amortization expense and other................... 29,636 28,342expense............................. 11,584 9,567
Equity in income of unconsolidated joint ventures................. (1,602) (763)(740) (584)
Amortization of deferred compensation and other................... 1,469 3,186641 1,271
Increase in provision for uncollectible rents receivable.......... (68) --133 157
Changes in assets and liabilities:
Decrease (increase) in rents receivable........................... 345 (152)
Increase in rents receivable...................................... (235) (204)
Decrease in inventory............................................. 2,763 1,288(702) (1,987)
Increase in prepaid expenses and other assets..................... (1,293) (3,816)(2,826) (595)
Increase in accounts payable and accrued expenses................. 758 5,4071,315 575
Increase in rents received in advance and security deposits....... 1,114 2,2733,024 2,512
------------- -------------
Net cash provided by operating activities............................. 63,976 68,15121,081 23,096
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of rental properties...................................... (97) (49,632)(100,900) ---
Proceeds from disposition of assets................................... 27,170 4,647
Distributionsasset.................................... 671
(Investments in) distributions from joint ventures..................................... 1,213 502
Purchase of RSI....................................................... --- (675)
Cash received in acquisition of RSI................................... --- 839ventures.................... (31,316) 341
Funding of notes receivable........................................... (728) (1,798)(611) (688)
Improvements:
Improvements - corporate.......................................... (72) (324)(118) (78)
Improvements - rental properties.................................. (8,700) (10,058)(2,674) (3,017)
Site development costs............................................ (5,517) (7,293)(2,571) (1,491)
------------- -------------
Net cash provided by (used in)used in investing activities................... 13,269 (63,792)activities................................. (137,519) (4,933)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from stock options and employee stock purchase plan...... 6,499 7,4693,529 1,620
Distributions to Common Stockholders, Common OP Unitholders and
Perpetual Preferred OP Unitholders................................ (49,094) (46,436)(227,420) (15,896)
Collection of principal payments on employee notes.................... 2,713 1,0611,279
Line of credit:
Proceeds.......................................................... 42,000 65,50050,000 15,000
Repayments........................................................ (68,250) (7,500)
Refinancings - net proceeds (repayments).............................. 6,899 (3,236)(15,000) (13,000)
Principal payments.................................................... (3,786) (9,001)(1,793) (1,230)
Debt issuance costs................................................... (3,515) (495)(1,195) (461)
------------- -------------
Net cash used in financing activities................................. (66,534) 7,362(191,879) (12,688)
------------- -------------
Net (decrease) increase in cash and cash equivalents.................................. 10,711 11,721equivalents....................... (308,317) 5,475
Cash and cash equivalents, beginning of period............................. 325,740 7,270 1,354
------------- -------------
Cash and cash equivalents, end of period................................... $ 17,98117,423 $ 13,07512,745
============= =============
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest................................... $ 40,15618,294 $ 34,77612,275
============= =============
The accompanying notes are an integral part of the financial statements.
6
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DEFINITION OF TERMS:
Manufactured Home Communities, Inc., together with MHC Operating
Limited Partnership (the "Operating Partnership") and other consolidated
subsidiaries ("Subsidiaries"), are referred to herein as the "Company", "MHC",
"we", "us", and "our". Capitalized terms used but not defined herein are as
defined in the Company's Annual Report on Form 10-K (the "2002"2003 Form 10-K") for
the year ended December 31, 2002.2003.
PRESENTATION:
These unaudited Consolidated Financial Statements of MHC, a Maryland
corporation, 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 included in the 20022003 Form 10-K. The
following Notes to Consolidated Financial Statements highlight significant
changes to the Notes included in the 20022003 Form 10-K and 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 periods' financial statements in order to conform with current
period presentation.
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Consolidation
The Company consolidates its majority owned subsidiaries in which it
has the ability to control the operations of the subsidiaries and all variable
interest entities for which the Company is the primary beneficiary. All
inter-company transactions have been eliminated in consolidation. The Company's
acquisitions were all accounted for as purchases in accordance with Statement of
Financial Accounting Standards No. 141 "Business Combinations".
In January 2003, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN
46"). The objective of FIN 46 is to provide guidance on how to identify a
variable interest entity ("VIE") and determine when the assets, liabilities,
non-controlling interests, and results of operations of a VIE need to be
included in the company's consolidated financial statements. A company that
holds variable interests in an entity will need to consolidate such entity if
the company absorbs a majority of the VIE's expected losses or receives a
majority of the entity's expected residual returns if they occur, or both. The
adoption of FIN 46 had no effect on the Company.
(b) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
(a) Basis of Consolidation
The Company consolidates its majority-owned subsidiaries in which it
has the ability to control the operations of the subsidiaries. The Company does
not consolidate entities over which it does not have sole control of the major
decisions. All inter-company transactions have been eliminated in consolidation.
The Company's acquisitions were all accounted for as purchases in accordance
with Accounting Principles Board Opinion No. 16 "Business Combinations" for
those transactions initiated before June 30, 2001 and in accordance with
Statement of Financial Accounting Standards No. 141 "Business Combinations" for
those transactions completed after June 30, 2001.
In January 2003, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest
Entities. FIN 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. The Company will adopt FIN 46 in the fourth
quarter of 2003 and we have determined adoption will not have a material effect
on the financial results of the Company.
(b)(c) Segments
We manage all our operations on a property-by-propertyproperty by property basis. Since
each property has similar economic and operational characteristics, the Company
has one reportable segment, which is the operation of manufactured home
communities. The distribution of the Properties throughout the United States
reflects our belief that geographic diversification helps insulate the portfolio
from regional economic influences. We intend to target new acquisitions in or
near markets where the Properties are located and will also consider
acquisitions of properties outside such markets.
7
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c)(d) Inventory
Inventory consists of new and used manufactured homes, is stated at the
lower of cost or market and is net of a valuation allowance calculated after consideration of the NADAN.A.D.A. (National Automobile
Dealers Association) Manufactured Housing Appraisal Guide.Guide and the current market
value of each home included in the manufactured home inventory. Inventory sales
revenues and resale revenues are recognized when the home sale is closed. Resale
revenues are stated net of commissions paid to employees of $251,000 and $686,000, respectively,$256,000 for the
quarter ended March 31, 2004.
(e) Real Estate
In accordance with SFAS No. 141, the Company allocates the purchase
price of real estate to land, land improvements, building and, if determined to
be material, intangibles, such as the value of above, below and at-market leases
and origination costs associated with the in-place leases. We depreciate the
amount allocated to land improvements, building and other intangible assets over
their estimated useful lives, which generally range from three to thirty years.
The values of the above and below market leases are amortized and recorded as
either an increase (in the case of below market leases) or a decrease (in the
case of above market leases) to rental income over the remaining term of the
associated lease. The value associated with in-place leases is amortized over
the expected term, which includes an estimated probability of lease renewal.
Expenditures for ordinary maintenance and repairs are expensed to operations as
incurred and significant renovations and improvements that improve the asset and
extend the useful life of the asset are capitalized and then expensed over their
estimated useful life.
We evaluate our Properties for impairment when conditions exist which
may indicate that it is probable that the sum of expected future cash flows
(undiscounted) from a Property over the anticipated holding period is less than
its carrying value. Upon determination that a permanent impairment has occurred,
the applicable Property is reduced to fair value. For the quarters ended March
31, 2004 and nine months ended September 30, 2003.
(d)2003, permanent impairment conditions did not exist at any of our
Properties.
For properties to be disposed of, an impairment loss is recognized when
the fair value of the property, less the estimated cost to sell, is less than
the carrying amount of the property measured at the time the Company has a
commitment to sell the property and/or is actively marketing the property for
sale. A property to be disposed of is reported at the lower of its carrying
amount or its estimated fair value, less costs to sell. Subsequent to the date
that a property is held for disposition, depreciation expense is not recorded.
The Company accounts for its properties held for disposition in accordance with
Statement of Financial Accounting Standards No. 144 ("SFAS No. 144"),
"Accounting for the Impairment or Disposal of Long-Lived Assets". Accordingly,
the results of operations for all assets sold or held for sale after January 1,
2003 have been classified as discontinued operations in all periods presented.
The gain on sale of discontinued operations is included in the gain on sale of
properties and other.
Certain costs, primarily legal costs, relative to our efforts to
effectively change the use and operations of several Properties subject to rent
control (see Note 9) are currently classified in other assets. These costs, to
the extent these efforts are successful, are capitalized to the extent of the
established value of the revised project and included in the net investment in
real estate for the appropriate Properties. To the extent these efforts are not
successful, these costs will be expensed. In addition, we capitalize certain
costs, primarily legal costs, related to entering into lease agreements which
govern the terms under which we may enter into leases with individual tenants
and which are expensed over the term of the lease agreement.
8
MANUFACTURED HOME COMMUNITIES, INC.
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) Notes Receivable
Notes receivable generally are stated at their outstanding unpaid
principal balances, net of any deferred fees or costs on originated loans, or
unamortized discounts or premiums net of a valuation allowance. Interest income
is accrued on the unpaid principal balance. Discounts or premiums are amortized
to income using the interest method. In certain cases we finance the sale of
homes to our residents (referred to as "Chattel Loans") which loans are secured
by the homes. The valuation allowance for the Chattel Loans is calculated based
on a comparison of the outstanding principal balance of each note compared to
the NADAN.A.D.A. value and the current market value of the underlying manufactured
home collateral.
(e) Real Estate
Real estate(g) Investments in and Advances to Joint Ventures
Investments in unconsolidated joint ventures are accounted for using
the equity method of accounting because we do not have control over the
activities of the investees. Our net equity investment is recorded at cost less accumulated depreciation.
Depreciation is computedreflected on the
straight-line basis overconsolidated balance sheets, and the estimated useful
livesconsolidated statements of operations
include our share of net income or loss from the unconsolidated joint ventures.
Any difference between the carrying amount of these investments on our
consolidated balance sheet and the historical cost of the assets. We use a 30-year estimated life for buildings acquired and
structural and land improvements, a ten-to-fifteen-year estimated life for
building upgrades and a three-to-seven-year estimated life for furniture,
fixtures and equipment. Expenditures for ordinary maintenance and repairs are
expensedunderlying equity is
depreciated as an adjustment to operations as incurred and significant renovations and improvements
that improve the asset and extend the useful life of the asset are capitalized
and then expensedincome from unconsolidated joint ventures
generally over their estimated useful life. Our estimates of useful
lives, salvage value, and depreciation method used are proscribed by various
generally accepted accounting principles ("GAAP") literature. In addition, the
FASB is currently reviewing the methods of depreciation and cost capitalization
for all industries and in June 2001 issued FASB Exposure Draft, "Accounting in
Interim and Annual Financial Statements for Certain Costs and Activities Related
to Property, Plant and Equipment", the implementation of which, if issued, could
also have a material effect on the Company's results of operations.
Certain costs, primarily legal costs, relative to our efforts to
effectively change the use and operations of several Properties subject to rent
control (see Note 9) are currently classified in other assets. These costs, to
the extent these efforts are successful, are capitalized to the extent of the
established value of the revised project and included in the net investment in
real estate for the appropriate Properties. For the nine months ended September
30 2003, we have capitalized $1.3 million of these costs. To the extent these
efforts are not successful, these costs will be expensed. In addition, we
capitalize certain costs, primarily legal costs, related to entering into lease
agreements which govern the terms under which we may enter into leases with
individual tenants and which are expensed over the term of the lease agreement.years.
NOTE 2 - EARNINGS PER COMMON SHARE
Earnings per common share are based on the weighted average number of
common shares outstanding during each period.year. Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("SFAS No. 128") defines the calculation
of basic and fully diluted earnings per share. Basic and fully diluted earnings
per share are based on the weighted average shares outstanding during each
period and basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. The conversion of OP Units has been
excluded from the basic earnings per share calculation. The conversion of an OP
Unit to a share of common stockCommon Stock has no material effect on earnings per common
share.
89
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - EARNINGS PER COMMON SHARE (CONTINUED)
The following table sets forth the computation of basic and diluted
earnings per share for the quarters ended March 31, 2004 and nine months ended September 30, 2003 and
2002 (amounts in
thousands):
QUARTERS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------MARCH 31, MARCH 31,
2004 2003 2002 2003 2002
------------ -----------
------------ ------------
NUMERATORS:
INCOME FROM CONTINUING OPERATIONS:
Income from continuing operations - basic............basic......................... $ 5,2004,976 $ 5,080 $ 17,713 $ 17,6057,370
Amounts allocated to dilutive securities..... 1,246 1,255 4,369 4,374
------------ ------------securities.......................... 1,156 1,776
------------ ------------
Income from continuing operations - fully diluted....diluted................. $ 6,4466,132 $ 6,335 $ 22,082 $ 21,979
============ ============9,146
============ ============
INCOME FROM DISCONTINUED OPERATIONS:
Income from discontinued operations - basic..........basic....................... $ 8--- $ 1,632 $ 9,569 $ 2,656302
Amounts allocated to dilutive securities..... 2 390 2,170 633
------------ ------------securities.......................... --- 71
------------ ------------
Income from discontinued operations - fully diluted..diluted............... $ 10--- $ 2,022 $ 11,739 $ 3,289
============ ============373
============ ============
NET INCOME AVAILABLE FOR COMMON SHARES:SHARES - FULLY DILUTED:
Net income available for Common Shares - basic...........................basic.................... $ 5,2084,976 $ 6,712 $ 27,282 $ 20,2617,672
Amounts allocated to dilutive securities..... 1,248 1,645 6,539 5,007
------------ ------------securities.......................... 1,156 1,847
------------ ------------
Net income available for Common Shares - fully diluted...................diluted............ $ 6,4566,132 $ 8,357 $ 33,821 $ 25,268
============ ============9,519
============ ============
DENOMINATOR:
Weighted average Common Shares outstanding - basic........................ 22,114 21,676 22,020 21,558basic.................... 22,674 21,918
Effect of dilutive securities:
Weighted averageRedemption of Common OP Units................ 5,344 5,400 5,349 5,414Units for Common Shares................... 5,312 5,358
Employee stock options.......................... 690 617 583 650
------------ ------------options and restricted shares...................... 535 464
------------ ------------
Weighted average Common Shares outstanding - fully diluted................ 28,148 27,693 27,952 27,622
============ ============diluted............ 28,521 27,740
============ ============
NOTE 3 - COMMON STOCK AND RELATED TRANSACTIONS
On January 16, 2004, we paid a one-time special distribution of $8.00
per share payable to stockholders of record on January 8, 2004. We used proceeds
from the $501 million borrowing in October, 2003 to pay the special
distribution. The special cash dividend will be reflected on stockholders' 2004
1099-DIV to be issued in January, 2005.
In connection with the $501 million borrowing and subsequent special
distribution, on February 27, 2004, the Company contributed all of its assets to
MHC Trust, a newly formed Maryland real estate investment trust, including its
entire partnership interest in MHC Operating Limited Partnership. In exchange
for its contribution, the Company was issued all of the outstanding common and
preferred stock of MHC Trust. As a result of the restructuring, MHC will
continue to qualify as a real estate investment trust under the Code, with its
assets consisting of interests in MHC Trust. MHC Trust, in turn, will also
qualify as a real estate investment trust under the Code and will be the General
Partner of the Operating Partnership.
On April 11, 2003,9, 2004, the Company paid a $.495$.0125 per share distribution for
the quarter ended March 31, 20032004 to stockholders of record on March 28, 2003. On
July 11, 2003,26, 2004.
The Operating Partnership paid distributions of 9.0% per annum on the Company$125
million of Series D Cumulative Redeemable Perpetual Preferred Units ("Preferred
Units"). Distributions on the Preferred Units were paid a $.495 per share distribution for the quarter
ended June 30, 2003 to stockholders of record on June 27, 2003. On OctoberMarch 31, 2004.
10
2003, the Company paid a $.495 per share distribution for the quarter ended
September 30, 2003 to stockholders of record on September 26, 2003.
9
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - INVESTMENT IN REAL ESTATE
During the nine monthsquarter ended September 30, 2003March 31, 2004, we sold three
propertiesacquired 43 Properties as
listed in the table below. Proceeds from the sales were used to repay
amounts on the Company's line of credit. Also during the same period we acquired
a parcel of land adjacent to one of our PropertiesThe combined investment in these 43 properties was
approximately $345 million and was funded with monies held in short-term
investments and additional debt. (amounts in millions, except for approximately $97,000.total sites)
TOTAL DISPOSITION GAIN ONPURCHASE NET
CLOSING DATE DISPOSED PROPERTY LOCATION TOTAL SITES PRICE SALEDEBT EQUITY
- ------------- ----------------- ------------------------- --------------------- ---------------- ----------- ----------- --------- ($ millions) ($ millions)------------
June 6,
ACQUISITIONS:
January 15, 2004 O'Connell's (a) Amboy, IL 668 $ 6.6 $ 5.0 $ 1.6
January 30, 2004 Spring Gulch (a) New Holland, PA 420 6.4 4.8 1.2
February 3, 2004 Paradise (a) Mesa, AZ 950 25.7 20.0 5.0
February 18, 2004 Twin Lakes (a) Chocowinity, NC 400 5.2 3.8 1.4
February 19, 2004 Lakeside (a) New Carlisle, IN 95 1.7 --- 1.7
February 5, 2004 Shangri La Largo, FL 160 (b) 4.5 (b)
February 5, 2004 Terra Ceia Palmetto, FL 203 (b) 2.6 (b)
February 5, 2004 Southernaire Mt. Dora, FL 134 (b) 2.1 (b)
February 5, 2004 Sixth Avenue Zephryhills, FL 140 (b) 2.3 (b)
February 5, 2004 Suni Sands Yuma, AZ 336 (b) 3.2 (b)
February 5, 2004 Topic's Spring Hill, FL 230 (b) 2.2 (b)
February 5, 2004 Coachwood Colony Leesburg, FL 200 (b) 4.3 (b)
February 5, 2004 Waterway Cedar Point, NC 336 (b) 6.3 (b)
February 5, 2004 Desert Paradise Yuma, AZ 260 (b) 1.5 (b)
February 5, 2004 Goose Creek Newport, NC 598 (b) 12.6 (b)
February 17, 2004 NHC Portfolio (c) Various 11,357 235.0 159.0 69.0
(a) We assumed inventory of approximately $419,000, rents received in
advance of approximately $2.4 million and other liabilities of
approximately $432,000 in connection with the acquisition of
O'Connell's, Spring Gulch, Paradise, Twin Lakes and Lakeside (the
"Other 2004 Acquisitions").
(b) The portfolio was acquired for a total purchase price of $64
million and $20.9 million of net equity. The transaction was funded
partially through loans obtained on the individual properties as shown
in the table. In addition, we assumed approximately $1.1 million of
rents received in advance and approximately $421,000 of other
liabilities.
(c) The NHC Portfolio consists of 28 vacation resort properties,
containing 11,357 sites. Twenty of the properties are located in
Florida, six in Texas, and two in California. The acquisition was
funded with monies held in short-term investments and $50 million drawn
from the Company's line of credit. Beginning in 1996, a series of
partnerships were formed between "NHC" entities and "PAMI" (the former
General Partner of NHC) entities. A trial on all claims between NHC and
PAMI, including whether NHC had the authority to consummate the
transaction with the Company was held on April 15 and 16, 2004. The
Company continues to believe in the merit of NHC's claims and defenses.
Under the terms and conditions of the partnership agreements, on
February 17, 2004, $69 million was paid to acquire the PAMI entities'
interests. Principals of the NHC entities will continue to operate the
properties under a management agreement with the Company and maintain
an approximate 7% equity position in the new entity. The existing
dispute is related to the PAMI entities' desire to liquidate their
investments. The Company, after advice from its legal counsel, believes
that there is substantial merit to its' position that the NHC Portfolio
transaction is valid. Accordingly, the Company has treated the NHC
Portfolio transaction as an acquisition in the financial statements.
11
MANUFACTURED HOME COMMUNITIES, INC.
NOTE 4 - INVESTMENT IN REAL ESTATE (CONTINUED)
The following table presents the preliminary estimated fair values of the assets
acquired and liabilities assumed in connection with the acquisition of NHC on
February 17, 2004 and the summarized revenues and expenses of NHC for the period
February 17, 2004 through March 31, 2004 (amounts in thousands).
ASSETS
Land.................................................................... $ 58,798
Land improvements, Buildings and other depreciable property............. 176,545
Cash and cash equivalents............................................... 3,842
Notes receivable........................................................ 31
Rents receivable........................................................ 547
Inventory............................................................... 718
Prepaid expenses and other assets....................................... 4,343
-------------
Total assets assumed............................................... 244,824
LIABILITIES
Mortgage notes payable.................................................. 159,003
Accounts payable and accrued expenses................................... 4,388
Accrued interest payable................................................ 614
Rents received in advance............................................... 6,051
-------------
Total liabilities assumed.......................................... 170,056
Minority Interest ...................................................... 5,600
-------------
Cash paid............................................................... $ 69,168
=============
REVENUES AND EXPENSES
Resort base rental income............................................... $ 5,679
Utility and other income................................................ 543
-------------
Property operating revenues........................................... 6,222
Property operating and maintenance...................................... 2,538
Real estate taxes....................................................... 334
Property management..................................................... 394
-------------
Property operating expenses........................................... 3,266
-------------
Income from property operations.................................... 2,956
Income from home sales and other........................................ 534
Interest and related amortization expense............................... (1,461)
Depreciation on corporate assets........................................ (52)
Depreciation on real estate............................................. (561)
-------------
Income before allocation to minority interests..................... $ 1,416
=============
All acquisitions have been accounted for utilizing the purchase method
of accounting, and, accordingly, the results of operations of acquired assets
are included in the statements of operations from the dates of acquisition.
Certain purchase price adjustments may be recorded within one year following the
acquisitions. We acquired all of these Properties from unaffiliated third
parties.
12
MANUFACTURED HOME COMMUNITIES, INC.
NOTE 4 - INVESTMENT IN REAL ESTATE (CONTINUED)
The following table illustrates the effect on net income and earnings
per share if the Company had consummated the acquisitions during the quarter
ended March 31, 2004 on January 1, 2004 and 2003, respectively (in thousands,
except per share amounts):
For the Quarters Ended March 31,
2004 2003
Independence Hill Morgantown, West Virginia 203------------- ------------
Pro Forma Information:
Property operating revenues............................ $ 3.978,032 $ 2.8
June 6, 2003 Brook Gardens Hamburg, New York 424 17.8 4.1
June 30, 2003 Pheasant Ridge Mount Airy, Maryland 101 5.4 3.9
--- ----------- ---------
72874,043
============= ============
Income from continuing operations...................... $ 27.16,798 $ 10.8
=== =========== =========9,255
============= ============
Net income available for common shares................. $ 6,798 $ 9,557
============= ============
Earnings per Common Share - Basic:
Income from continuing operations.................... $ .30 $ .42
Net income available for Common Shares............... $ .30 $ .44
Earnings per Common Share - Fully Diluted:
Income from continuing operations.................... $ .29 $ .41
Net income available for Common Shares............... $ .29 $ .43
The Company is actively seeking to acquire additional Communitiesmanufactured home
communities and Resortsresort communities and currently is engaged in negotiations
relating to the possible acquisition of a number of Properties. At any time
these negotiations are at varying stages which may include contracts outstanding
to acquire certain Communitiesmanufactured home communities and Resortsresort communities which
are subject to satisfactory completion of the Company's due diligence review.
NOTE 5 - NOTES RECEIVABLE
As of September 30, 2003March 31, 2004 and December 31, 2002,2003, the Company had
approximately $10.8$12.2 million and $10.0$11.6 million in notes receivable, respectively.
The Company has approximately $1.6$11.6 million in Chattel Loans receivable, which
yield interest at a per annum average rate of approximately 9.9%, have an
average term and amortization of 5 to 15 years, require monthly principal and
interest payments and are collateralized by manufactured homes at certain of the
Properties. The Company has approximately $450,000 in notes which bear interest
at a per annum rate of prime plus 0.5% and mature on December 31, 2011. The
notes are collateralized with a combination of Common OP Units and partnership
interests in certain joint ventures.
TheNOTE 6 - INVESTMENT IN AND ADVANCES TO JOINT VENTURES
On February 3, 2004, the Company hasinvested approximately $9.1$29.7 million
in Chattel
Loans receivable, which yield interestpreferred equity interests (the "Mezzanine Investment") in six entities
controlled by Diversified Investments, Inc. ("Diversified"). These entities own
in the aggregate 11 properties, containing 5,054 sites. Approximately $11.7
million of the Mezzanine Investment accrues at a per annum average rate of 10%,
with a minimum pay rate of 6.5%, payable quarterly, and approximately 10.3%$17.9
million of the Mezzanine Investment accrues at a per annum average rate of 11%,
have an average termwith a minimum pay rate of 7%, payable quarterly. To the extent the minimum pay
rates on the respective Mezzanine Investments are not achieved, the accrual
rates increase to 12% and amortization13%, respectively. The Company can acquire these
properties in the future at capitalization rates of 5 to 15 years,
require monthly principalbetween 8% and interest payments8.5%,
beginning in 2006. In addition, the Company has invested approximately $1.4
million in the Diversified entities managing these 11 properties, which is
included in prepaid expenses and are collateralized by
manufactured homes at certain Properties.other assets on the Company's Consolidated
Balance Sheet as of March 31, 2004.
13
MANUFACTURED HOME COMMUNITIES, INC.
NOTE 6 - INVESTMENT IN JOINT VENTURES (CONTINUED)
During the quarter ended March 31, 2004, the Company invested
approximately $1.4 million with Diversified in four separate property owning
entities. The Company can acquire these properties in the future at
capitalization rates of between 8% and 8.5%, beginning in 2006. In addition, the
Company recorded approximately $1.6 million$584,000 and $878,000$353,000 of net income from joint
ventures in the nine monthsquarters ended September 30,March 31, 2004 and 2003, and 2002, respectively, and
received approximately $1.2 million$341,000 and $502,000$167,000 in distributions for the nine monthsquarters
ended September 30,March 31, 2004 and 2003, and 2002, respectively. Due to the Company's inability to
control the joint ventures, the Company accounts for its investment in the joint
ventures using the equity method of accounting.
The following table summarizes the Company's investments in unconsolidated joint
ventures:
INVESTMENT AS OF
NUMBER OF ECONOMIC SEPTEMBER 30, DECEMBER 31,INVESTMENT AS OF
PROPERTY LOCATION SITES INTEREST (a) MAR 31, 2004 DEC 31, 2003
2002
- ------------------- ----------------- -------------- --------- ------------ --------------------------------------------- -------------
(in thousands)
Lake Myers Mocksville, NC 425 25% $ 378 $ ---
Pine Haven Ocean View, NJ 625 25% 391 ---
Twin Mills Howe, IN 501 25% 245 ---
Plymouth Rock Elkhart Lake, WI 609 25% 412 ---
Trails West Tucson, AZ 503 50% $ 1,811 $ 1,9171,757 1,752
Plantation Calimesa, CA 385 50% 2,840 2,8612,810 2,825
Manatee Bradenton, FL 290 90% 57 63135 45
Home Hallandale, FL 136 90% 1,077 1,0921,043 1,082
Villa del Sol Sarasota, FL 207 90% 686 726655 654
Voyager RV Resort Tucson, AZ ----- 25% 4,413 4,4634,566 4,412
Preferred Interests in College Heights ----- 17% 8,063 7,9448,128 8,058
Mezzanine Investments 5,054 30,168 ---
----- ----------- -----------
1,521------------ --------
8,735 $ 18,94750,588 $ 19,63418,828
===== =========== ======================= ========
(a) The percentages shown approximate the Company's economic interest. The
Company's legal interest may differ.
10
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - LONG-TERM BORROWINGS
As of September 30, 2003March 31, 2004 and December 31, 2002,2003, the Company had outstanding
mortgage indebtedness of approximately $578.4$1,307 million and $575.4$1,076 million,
respectively, encumbering 63156 and 66114 of the Company's Properties, respectively.
As of September 30, 2003March 31, 2004 and December 31, 2002,2003, the carrying value of such
Properties was $684approximately $1,487 million and $720$1,124 million, respectively.
The outstanding mortgage indebtedness as of March 31, 2004 consists of:
- - Approximately $501.4 million of mortgage debt ("Mortgage Debt")
consisting of 49 loans collateralized by 51 Properties, beneficially
owned by separate legal entities that are subsidiaries of the Company,
which we closed on October 17, 2003 (the "Recap"). Of this Mortgage
Debt, $177.9 million bears interest at 5.35% per annum and matures
November 1, 2008; $71.1 million bears interest at 5.72% per annum and
matures November 1, 2010; $79.1 million bears interest at 6.02% per
annum and matures November 1, 2013; and $173.3 million bears interest
at 6.33% per annum and matures November 1, 2015. The Mortgage Debt
amortizes over 30 years.
14
MANUFACTURED HOME COMMUNITIES, INC.
NOTE 7 - LONG-TERM BORROWINGS (CONTINUED)
- - A $265.0 million mortgage note (the "$265 Million Mortgage")
collateralized by 28 Properties beneficially owned by MHC Financing
Limited Partnership. The $265 Million Mortgage has a maturity date of
January 2, 2028 and paysbears interest at a rate of 7.015% per annum. There is no
principal amortization until February 1, 2008, after which principal
and interest are to be paid from available cash flow and the interest
rate will be reset at a rate equal to the then 10-year U.S. Treasury
obligations plus 2.0%. The $265 Million Mortgage is recordedpresented net of a
settled hedge of $3.0 million (net of accumulated amortization of
$329,000) that$384,000 which is being amortized into interest expense over the life
of the loan.
- - A $91.7$91.2 million mortgage note (the "DeAnza Mortgage") collateralized by
6 Properties beneficially owned by MHC-DeAnza Financing Limited
Partnership. The DeAnza Mortgage bears interest at a rate of 7.82% per
annum, amortizes beginning August 1, 2000 over 30 years and matures
July 1, 2010.
- - A $49$48.8 million mortgage note (the "Stagecoach Mortgage")
collateralized by 7 Properties beneficially ownedowed by MHC Stagecoach
L.L.C. The Stagecoach Mortgage bears interest at a rate of 6.98% per
annum, amortizes beginning September 1, 2001 over 10 years and matures
September 1, 2011.
- - A $44.7$44.3 million mortgage note (the "Bay Indies Mortgage")
collateralized by one Property beneficially owned by MHC-Bay Indies Financing Limited
Partnership. On April 17, 2003, we entered into an agreement to refinance
and increase theMHC Bay Indies,
Mortgage from approximately $21.9 million to
$45 million. Under the new agreement, theL.L.C. The Bay Indies Mortgage bears interest at 5.69% per annum,
amortizes over 25 years and matures April 17, 2013.
- - A $15.4$15.3 million mortgage note (the "Date Palm Mortgage") collateralized
by one Property beneficially owned by MHC Date Palm, L.L.C. The Date
Palm Mortgage bears interest at a rate of 7.96% per annum, amortizes
beginning August 1, 2000 over 30 years and matures July 1, 2010.
- - Approximately $115.3$158 million of mortgage debt (the "NHC Mortgages"),
consisting of 28 loans collateralized by 28 Properties. The NHC
Mortgage was recorded at fair market value with the related premium
being amortized over the life of the loan using the effective interest
rate. The NHC Mortgage bears interest at an average rate of 5.14% per
annum, amortizes over 30 years and matures at various dates through
November 1, 2027.
- - Approximately $41.6 million of mortgage debt (the "Diversified
Mortgages"), consisting of 10 loans collateralized by 10 Properties,
beneficially owned by separate legal entities that are Subsidiaries of
the Company. The Diversified Mortgage bears interest at a rate of 5.81%
per annum, amortizes over 30 years and matures March 1, 2014.
- - Approximately $143.9 million of mortgage debt on 2324 other various Properties,
which was recorded at fair market value with the related discount or
premium being amortized over the life of the loan using the effective
interest rate. Scheduled maturities for the outstanding indebtedness
are at various dates through November 30, 2020, and fixed interest
rates range from 6.5%5.25% to 9.3% per annum. Included in this debt, the
Company has a $2.4 million loan recorded to account for a direct
financing lease entered into in May 1997. Approximately $33 million of
this debt was assumed in the acquisition of four Properties during the
quarter ended March 31, 2004 (see Note 4).
We have an unsecured lineLine of creditCredit with a group of banks (the "Line of
Credit") with a total facility of $150$110 million, bearing interest at the London
Interbank Offered Rate ("LIBOR") plus 1.125%. In July 2003, we extended the
maturity to1.65% that matures on August 9, 2004.2006. We
pay a quarterly fee on the average unused amount of such creditthe total facility equal to
0.15% of such amount. As of September 30, 2003, $91.5March 31, 2004, $75 million was available under the
Line of Credit.
We have a $100 million unsecured term loan (the "Term Loan") with a group
of banks with interest only payable monthly at a rate of LIBOR plus 1.375%. The
Term Loan was scheduled to mature on August 9, 2003 with two one-year extension
options with which we may extend the maturity through August 9, 2005. In July
2003, we exercised our extension option through August 9, 2004.
1115
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - LONG-TERM BORROWINGS (CONTINUED)
On October 29, 2001, we entered into an interest rate swap agreement (the
"2001 Swap"), effectively fixing the LIBOR rate on $100 million of our floating
rate debt at approximately 3.7% per annum for the period October 2001 through
August 2004. The terms of the 2001 Swap require monthly settlements on the same
dates interest payments are due on the debt. Effective January 1, 2001, the
Company adopted Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS No. 133") and its
amendments, SFAS No. 137 and SFAS No. 138. In accordance with SFAS No. 133, the
interest rate swap will be reflected at market value. We believe the 2001 Swap
is a perfectly effective cash flow hedge, under SFAS No. 133, and there is no
effect on net income as a result of the mark-to-market adjustment. As of
September 30, 2003, the hedge represented a liability of approximately $3.4
million and is recorded in accounts payable and accrued expenses. Mark-to-market
changes in the value of the 2001 Swap are included in other comprehensive
income.
NOTE 8 - STOCK-BASED COMPENSATION
Prior to 2003 we accounted for our stock compensation in accordance with
APB No. 25, "Accounting for Stock Issued to Employees", based upon the intrinsic
value method. This method results in no compensation expense for options issued
with an exercise price equal to or exceeding the market value of the Common
Shares on the date of grant. Effective January 1, 2003, we elected toWe account for our stock-based compensation in accordance with SFAS No.
123 and its amendment (SFAS No. 148), "Accounting for Stock Based Compensation",
which will
resultresults in compensation expense being recorded based on the fair value of
the stock option compensation issued. SFAS No. 148 providesprovided three possible
transition methods for changing to the fair value method. We haveEffective January 1,
2003, we elected to use the modified-prospective method. This method, requireswhich required that we
recognize stock-based employee compensation cost from the beginning of the
fiscal year in which the recognition provisions are first applied as if the fair
value method had been used to account for all employee awards granted, or
settled in fiscal years beginning after December 15, 1994. The following table illustratesStock-based
compensation expense was approximately $683,000 and $536,000 for the effect on net incomequarters
ended March 31, 2004 and earnings per share as if the fair value method was
applied to all outstanding and unvested awards in each period presented:
QUARTERS ENDED NINE MONTHS ENDED
------------------------------ -----------------------------
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ -----------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net income available for Common
Shares as reported.................. $ 5,208 $ 6,712 $ 27,282 $ 20,261
Add: Stock-based compensation
expense included in net income as
reported............................ 448 615 1,469 242
Deduct: Stock-based compensation
expense determined under the fair
value based method for all awards... (448) (523) (1,469) (1,352)
------------ ------------ ------------ ------------
Pro forma net income available for
Common Shares....................... $ 5,208 $ 6,804 $ 27,282 $ 19,151
============ ============ ============ ============
Pro forma net income per Common
Share - Basic....................... $ .24 $ .31 $ 1.24 $ .89
============ ============ ============ ============
Pro forma net income per Common
Share - Fully Diluted............... $ .23 $ .31 $ 1.21 $ .87
============ ============ ============ ============
2003, respectively.
Pursuant to the Stock Option Plan as discussed in Note 14 to the 20022003
Form 10-K, certain officers, directors, employees and consultants have been
offered the opportunity to acquire shares of common stock of the Company through
stock options ("Options"). During the nine monthsquarter ended September 30, 2003,March 31, 2004, Options for
207,187107,623 shares of common stock were exercised.
12
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - COMMITMENTS AND CONTINGENCIES
DEANZA SANTA CRUZ
MOBILE ESTATES
The residents of DeAnza Santa Cruz Mobile Estates, a propertyProperty located
in Santa Cruz, California, brought several actions opposing fees and charges in
connection with water service at the property.Property. As a result of one action, the
Company rebated approximately $36,000 to the residents. The DeAnza Santa Cruz
Homeowners Association ("HOA") then proceeded to a jury trial alleging these
"overcharges" entitled them to an award of punitive damages. In January 1999, a
jury awarded the HOA $6.0 million in punitive damages. On December 21, 2001 the
California Court of Appeal for the Sixth District reversed the $6.0 million
punitive damage award, the related award of attorneys' fees, and, as a result,
all post-judgment interest thereon, on the basis that punitive damages are not
available as a remedy for a statutory violation of the California Mobilehome
Residency Law ("MRL"). The decision of the appellate court left the HOA, the
plaintiff in this matter, with the right to seek a new trial in which it must
prove its entitlement to either the statutory penalty and attorneys' fees
available under the MRL or punitive damages based on causes of action for fraud,
misrepresentation or other tort. In order to resolve this matter, the Company
accrued for and agreed to pay $201,000 to the HOA. This payment resolvesresolved the
punitive damage claim. The HOA's attorney has made a motion asking for an award
of attorneys' fees and costs in the amount of approximately $1.5 million as a
result of this resolution of the litigation. On April 2, 2003 the court awarded
attorney's fees to the HOA's attorney in the amount of $593,000 and court costs
of approximately $20,000. The Company has appealed this award.award and has not
accrued for the amount in its consolidated financial statements.
16
MANUFACTURED HOME COMMUNITIES, INC.
NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
OTHER CALIFORNIA RENT CONTROL LITIGATION
As part of the Company's effort to realize the value of its Properties
subject to rent control, the Company has initiated lawsuits against several
municipalities in California. The Company's goal is to achieve a level of
regulatory fairness in California's rent control jurisdictions, and in
particular those jurisdictions that prohibit increasing rents to market upon
turnover. This regulatory feature, called vacancy control, allows tenants to
sell their homes for a premium representing the value of the future discounted
rent-controlled rents. In the Company's view, such regulation results in a
transfer of the value of the Company's shareholders' land, which would otherwise
be reflected in market rents, to tenants upon the sales of their homes in the
form of an inflated purchase price that cannot be attributed to the value of the
home being sold. As a result, in the Company's view, the Company loses the value
of its asset and the selling tenant leaves the communityCommunity with a windfall
premium. The Company has discovered through the litigation process that certain
municipalities considered condemning the Company's communitiesCommunities at values well
below the value of the underlying land. In the Company's view, a failure to
articulate market rents for sites governed by restrictive rent control would put
the Company at risk for condemnation or eminent domain proceedings based on
artificially reduced rents. Such a physical taking, should it occur, could
represent substantial lost value to shareholders. The Company is cognizant of
the need for affordable housing in the jurisdictions, but asserts that
restrictive rent regulation with vacancy control does not promote this purpose
because the benefits of such regulation are fully capitalized into the prices of
the homes sold. The Company estimates that the annual rent subsidy to tenants in
these jurisdictions is approximately $15 million. In a more well-balanced
regulatory environment, the Company would receive market rents that would
eliminate the subsidy and homes would trade at or near their intrinsic value.
In connection with such efforts, the Company recently announced it has
entered into a settlement agreement with the City of Santa Cruz, California and
that, pursuant to the settlement agreement, the City amended its rent control
ordinance to exempt the Company's property from rent control as long as the
Company offers a long term lease which gives the Company the ability to increase
rents to market upon turnover and bases annual rent increases on the Consumer
Price Index ("CPI"). The settlement agreement benefits the Company's
shareholders by allowing them to receive the value of their investment in this
communityCommunity through vacancy decontrol while preserving annual CPI based rent
increases in this age restricted property.
13
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
OTHER CALIFORNIA RENT CONTROL LITIGATION (CONTINUED)Property.
The Company's efforts to achieve a balanced regulatory environment
incentivize tenant groups to file lawsuits against the Company seeking large
damage awards. The homeowners association at Contempo Marin ("CMHOA"), a 396
site propertyProperty in San Rafael, California, sued the Company in December 2000 over
a prior settlement agreement on a capital pass-through after the Company sued
the City of San Rafael in October 2000 alleging its rent control ordinance is
unconstitutional. In the Contempo Marin case, the CMHOA prevailed on a motion
for summary judgment on an issue that permits the Company to collect only $3.72
out of a monthly pass-through amount of $7.50 that the Company believes had been
agreed to by the CMHOA in a settlement agreement. The Company intends to
vigorously defend this matter, which has been stayed pending a related state
court appeal by the Company of an order dismissing its claims against the City
of San Rafael. The Company believes that such lawsuits will be a consequence of
the Company's efforts to change rent control since tenant groups actively desire
to preserve the premium value of their homes in addition to the discounted rents
provided by rent control. The Company has determined that its efforts to
rebalance the regulatory environment despite the risk of litigation from tenant
groups are necessary not only because of the $15 million annual subsidy to
tenants, but also because of the condemnation risk.
17
MANUFACTURED HOME COMMUNITIES, INC.
NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
ELLENBURG COMMUNITIES
The Company and certain other parties entered into a settlement
agreement (the "Settlement"), which was approved by the Los Angeles County
Superior Court in April 2000. The Settlement resolved substantially all of the
litigation and appeals involving the Ellenburg Properties, and transactions
arising out of the Settlement closed on May 22, 2000. Only the appeal of one
entity remains,remained, the outcome of which iswas not expected to materially affect the
Company.
In connection with the Ellenburg Acquisition, on September 8, 1999,
Ellenburg Fund 20 ("Fund 20") filed a cross complaint in the Ellenburg
dissolution proceeding against the Company and certain of its affiliates
alleging causes of action for fraud and other claims in connection with the
Ellenburg Acquisition. The Company subsequently successfully had the cross
complaint against the Company and its affiliates dismissed with prejudice by the
California Superior Court. However, Fund 20 appealed. Although this appeal was
one not resolved by the Settlement, the California Court of Appeal dismissed
Fund 20's substantive appeals on March 13, 2003 as moot. Fund 20 petitioned the
California Supreme Court to review this decision which review was denied.
In October 2001, Fund 20 sued the Company and certain of its affiliates
again, this time in Alameda County, California making substantially the same
allegations. The Company obtained an injunction preventing the case from
proceeding until the Fund 20 appeal is decided and other related proceedings in
Arizona (from which the Company has already been dismissed with prejudice) are
concluded. The Company obtained a court order enjoining Fund 20 from proceeding
with its Alameda County action.
However,In February, 2004, the Company expectsentered into a settlement agreement with
Fund 20 resolving all remaining matters at no cost to appeal
this order. Thethe Company believes Fund 20's allegations are without merit and will vigorously defend itself if the Court does not permanently enjoin the
action or cause it to be otherwise dismissed.
14
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)with
mutual releases.
COUNTRYSIDE AT VERO BEACH
The Company has received letters dated June 17, 2002 and August 26,
2002 from Indian River County ("County"), claiming that the Company currently
owes sewer impact fees in the amount of approximately $518,000 with respect to
the Property known as Countryside at Vero Beach, located in Vero Beach, Florida,
purportedly under the terms of an agreement between the County and a prior owner
of the Property. In response, the Company has advised the County that these fees
are no longer due and owing as a result of a 1996 settlement agreement between
the County and the prior owner of the Property, providing for the payment of
$150,000 to the County to discharge any further obligation for the payment of
impact or connection fees for sewer service at the Property. The Company paid
this settlement amount (with interest) to the County in connection with the
Company's acquisition of the Property. Accordingly, the Company believes that
the County's claims are without merit.
DELAWARE DECLARATORY JUDGMENT ACTION
In April 2002, the Company entered into a Stipulation and Consent Order
to Cease and Desist (the "Consent Order") with the State of Delaware (the
"State"). The Consent Order resolved various issues raised by the State
concerning the terms of a new lease form used or proposed for use by the Company
at certain of its Properties in Delaware. Among other provisions, the Consent
Order contemplated that the Company would work with the State to develop and
implement a new lease form for use in Delaware. The Consent Order expressly
provided that nothing contained therein would preclude the Company from seeking
declaratory relief from a court as to the legality or enforceability of any
provisions which the Company might wish to incorporate in future leases.
18
MANUFACTURED HOME COMMUNITIES, INC.
NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
DELAWARE DECLARATORY JUDGMENT ACTION (CONTINUED)
Throughout the summer of 2002, the Company's Delaware legal counsel
engaged in dialogue with representatives of the State concerning various
matters, including the lease provisions to which the State had objected but
which the Company wished to incorporate in future leases. Through this process,
it became apparent that the parties could not reach agreement as to the legality
or enforceability of the proposed lease provisions, and that the Company would
need to seek declaratory relief from a court in order to resolve the matter, as
contemplated by the Consent Order. Accordingly, on August 29, 2002, the Company
filed a Petition for Declaratory Judgment and Other Relief (as amended, the
"Petition") in Sussex County, Delaware Superior Court (the "Court").
In response to the filing of the Petition, on October 1, 2002, the
State filed its Answer to Petition for Declaratory and Other Relief, and
Counterclaims for Civil Enforcement and Contempt (as amended, "Answer and
Counterclaim") with the Court. In the Answer and Counterclaim, the State sought,
inter alia, restitution, statutory penalties, investigative costs and attorneys'
fees under the Delaware Mobile Home Lots and Leases Act, the Consumer Fraud Act,
the Uniform Deceptive Trade Practices Act and the Delaware Consumer Contracts
law, and separately sought a finding of contempt and related contempt penalties
for alleged violations of the Consent Order.
The Company filed a Motion to Dismiss Respondents' Counterclaims with
the Court on October 29, 2002, and the State filed a Motion for Summary Judgment
with the Court on November 15, 2002. On December 30, 2002, the Company filed a
First Amended Petition for Declaratory Judgment and Other Relief with the Court,
and on January 31, 2003, the State filed an Amended Answer and Counterclaim with
the Court.
15
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
DELAWARE DECLARATORY JUDGMENT ACTION (CONTINUED)
On August 29, 2003, the Court issued its decision disposing of all
pending claims in the litigation except one. Specifically, the Court held, inter
alia, that (i) the Company may eliminate the rent cap formula from existing
leases at certain of its Delaware Properties as the leases come up for renewal,
(ii) certain lease provisions proposed by the Company may not be implemented or
enforced under applicable state law, (iii) the change in water supplier at one
of the Properties did not violate the leases at such Property, (iv) the Company
did not violate the Consent Order by filing the Petition, and (v) the Company
did not violate any state statutes as alleged by the State.
The August 29, 2003 decision left open the issue of whether the Company
had violated the Consent Order by continuing to use the disputed lease form (but
not enforce the provisions at issue) at one of its Properties following entry of
the Consent Order (the Company believed that it had no choice but to continue to
use this lease form until the State had approved a new form for use at the
Property as contemplated by the Consent Order). On October 3, 2003, the Court
issued its final order, finding that continued use of the disputed lease form,
as to new tenants but not as to renewal tenants, following entry of the Consent
Order constituted a violation thereof, and assessing a civil penalty in the
amount of $5,000.
On November 3, 2003, the stateState filed a Notice of Appeal with the
Supreme Court of the State of Delaware (the "Supreme Court"), appealing a
portion of the Court's order denying the State's Motion for Summary Judgment.
The State's appeal was limited to the single issue of whether the Company intendshas
the right to vigorously contest such
appeal.eliminate "rent cap" provisions contained in certain existing
leases upon automatic renewal of the leases in accordance with Delaware law.
Following oral argument in the matter before a three-justice panel of the
Supreme Court, on March 17, 2004, the Supreme Court issued an order affirming
the Company's right to eliminate these "rent cap" provisions. The State
subsequently filed a motion for rehearing en banc, and on April 21, 2004, the
Supreme Court granted the State's motion. The Supreme Court has designated the
appeal for decision upon the briefs, and has indicated that the appeal may be
considered to be under submission for decision as of May 11, 2004.
19
MANUFACTURED HOME COMMUNITIES, INC.
NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
OTHER
The Company is involved in various other legal proceedings arising in
the ordinary course of business. Management believes that all proceedings herein
described or referred to, taken together, are not expected to have a material
adverse impact on the Company.
NOTE 10 - SUBSEQUENT EVENTS
On October 17, 2003, MHC closed 49 mortgage loans collateralized by 51
Properties providing total proceeds of approximately $501 million at a weighted
average interest rate of 5.84% and with a weighted average maturity of
approximately 9 years. Approximately $170 million of the proceeds were used to
repay amounts outstanding on the Company's line of credit and term loan.
1620
MANUFACTURED HOME COMMUNITIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The following is a discussion of the interim results of operations,
financial condition and liquidity and capital resources of the Company for the
quarter and ninethree months ended September 30, 2003March 31, 2004 compared to the corresponding period in 2002.2003.
It should be read in conjunction with the Consolidated Financial Statements and
Notes thereto included herein and the 20022003 Form 10-K. The following discussion
may contain certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which reflect management's current
views with respect to future events and financial performance. Such
forward-looking statements are subject to certain risks and uncertainties,
including, but not limited to, the effects of future events on the Company's
financial performance, the adverse impact of external factors such as inflation
and consumer confidence, and the risks associated with real estate ownership.
RESULTS OF OPERATIONS
PROPERTY ACQUISITIONS, JOINT VENTURES AND DISPOSITIONS
The following chart lists the Properties acquired, invested in, or sold
since January 1, 2002.2003. The Company defines its core manufactured home community
portfolio ("Core Portfolio") as manufactured home Properties owned throughout
both periods of comparison. Excluded from the Core Portfolio are any Properties
acquired or sold during the period and also any recreational vehicle resorts
("Resorts") which, together, are referred to as the "Non-Core" Properties.
PROPERTY TRANSACTION DATE SITES
--------- ----------------------------------------------------------- ---------------- -----
TOTAL SITES AS OF JANUARY 1, 2002.................................................. 50,6632003.......................... 51,582
ACQUISITIONS:
Mt. Hood Village...................................... March 12, 2002 450
Harbor View........................................... July 10, 2002 471
Countryside........................................... July 31, 2002 560
Golden Sun............................................ July 31, 2002 329
Breezy Hill........................................... July 31, 2002 762
Highland Woods........................................ August 14, 2002 148
Holiday Village....................................... July 31, 2002 301
Tropic Winds.......................................... August 7, 2002 531
Silk Oak Lodge........................................ October 1, 2002Toby's................................................ December 3, 2003 379
Araby Acres........................................... December 15, 2003 337
Foothill ............................................. December 15, 2003 180
Hacienda Village......................................O'Connell's .......................................... January 15, 2004 668
Spring Gulch.......................................... January 30, 2004 420
Paradise.............................................. February 3, 2004 950
Twin Lakes............................................ February 18, 2004 400
Lakeside.............................................. February 19, 2001 95
Shangri La............................................ February 5, 2004 160
Terra Ceia............................................ February 5, 2004 203
Southernaire.......................................... February 5, 2004 134
Sixth Avenue.......................................... February 5, 2004 140
Suni Sands............................................ February 5, 2004 336
Topic's............................................... February 5, 2004 230
Coachwood Colony...................................... February 5, 2004 200
Waterway.............................................. February 5, 2004 336
Desert Paradise....................................... February 5, 2004 260
Goose Creek........................................... February 5, 2004 598
NHC................................................... February 17, 2004 11,357
(table continued on next page)
21
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
(table continued from prior page)
PROPERTY TRANSACTION DATE SITES
- ----------------------------------------------------------- ---------------- -----
JOINT VENTURES:
Lake Myers............................................ December 18, 2002 519
Glen Ellen............................................ December 31, 2002 1172003 425
Pine Haven............................................ January 21, 2004 625
Twin Mills............................................ January 27, 2004 501
Plymouth Rock......................................... February 10, 2004 609
MEZZANINE INVESTMENT:
Fiesta Grande I &II February 3, 2004 767
Tropical Palms February 3, 2004 297
Island Vista Estates February 3, 2004 617
Foothills West February 3, 2004 188
Capri February 3, 2004 300
Casita Verde February 3, 2004 192
Rambler's Rest February 3, 2004 647
Venture In February 3, 2004 389
Scenic February 3, 2004 224
Clerbrook February 3, 2004 1,255
Inlet Oaks February 3, 2004 178
EXPANSION SITE DEVELOPMENT AND OTHER:
Sites added or reconfigured in 2002................... 90
Sites added or reconfigured in 2003................... (47)(35)
DISPOSITIONS:
College Heights (17 properties)....................... September 1, 2002 (3,220)
Camelot Acres......................................... November 13, 2002 (319)
Independence Hill..................................... June 6, 2003 (203)
Brook Gardens......................................... June 6, 2003 (424)
Pheasant Ridge........................................ June 30, 2003 (101)
------
TOTAL SITES AS OF SEPTEMBER 30, 2003............................................... 50,807MARCH 31, 2004........................... 75,416
======
17
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
TRENDS
Occupancy in our Properties as well as our ability to increase rental
rates directly affect revenues. In 2003,2004, occupancy in our Core Portfolio
decreased 1.9%2.3%. Also during 2003,2004, average monthly base rental rates for the Core
Portfolio increased approximately 5.0%4.7%. We project continued growth during the remainder
of 20032004
in our Core Portfolio performance. Core Portfolio base rental-rate growth is
expected to be approximately 5 percent. Assuming current economic
conditions continue to impact occupancies, overall revenue growth will be
approximately 3 percent. Core Portfolio operating expenses are expected to grow
in excess of CPI due to continued increases in insurance, real estate taxes and
utility expenses.3%. These projections would result in growth of
approximately 2.5
percent2% to 2.5% in Core Portfolio income from operations (also referred
to as net operating income or "NOI").
22
MANUFACTURED HOME COMMUNITIES, INC.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States, which
require us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and the related disclosures. We
believe that the following critical accounting policies, among others, affect
our more significant judgments and estimates used in the preparation of our
consolidated financial statements.
We periodically evaluate our long-lived assets, including our
investments in real estate, for impairment indicators. Our judgments regarding
the existence of impairment indicators are based on factors such as operational
performance, market conditions and legal factors. Future events could occur
which would cause us to conclude that impairment indicators exist and an
impairment loss is warranted.
The valuation of financial instruments under Statement of Financial
Accounting Standards No. 107, "Disclosures About Fair Value of Financial
Instruments" ("SFAS No. 107") and Statement of Financial Accounting Standards
No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging
Activities" requires us to make estimates and judgments that affect the fair
value of the instruments. Where possible, we base the fair values of our
financial instruments, including our derivative instruments, on listed market
prices and third party quotes. Where these are not available, we base our
estimates on other factors relevant to the financial instrument.
Real estate is recorded at cost less accumulated depreciation.
Depreciation is computed on the straight-line basis over the estimated useful
lives of the assets. We use a 30-year estimated life for buildings acquired and
structural and land improvements, a ten-to-fifteen-year estimated life for
building upgrades and a three-to-seven-year estimated life for furniture,
fixtures and equipment. Expenditures for ordinary maintenance and repairs are
expensed to operations as incurred and significant renovations and improvements
that improve the asset and extend the useful life of the asset are capitalized
over their estimated useful life. The determination of useful lives, salvage value, and
depreciation method used are in conformity with GAAP. However, the useful lives, salvage value, and
customary depreciation method used for land improvements and other significant
assets may significantly and materially overstate the depreciation of the
underlying assets and therefore understate the Net Incomenet income of the Company.
In addition, theThe valuation of financial instruments under Statement of Financial
Accounting Standards BoardNo. 107, "Disclosures About Fair Value of Financial
Instruments" ("FASB"SFAS No. 107") is
currently reviewingand Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133") requires us to make estimates and judgments that affect the methodsfair value
of depreciationthe instruments. Where possible, we base the fair values of our financial
instruments, including our derivative instruments, on listed market prices and
cost capitalization for all
industries and in June 2001 issued FASB Exposure Draft, "Accounting in Interim
and Annual Financial Statements for Certain Costs and Activities Relatedthird party quotes. Where these are not available, we base our estimates on
other factors relevant to Property, Plant and Equipment", the implementation of which, if issued, could
also have a material effect on the Company's results of operations.
18
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)financial instrument.
Certain costs, primarily legal costs, relative to our efforts to
effectively change the use and operations of several Properties subject to rent
control (see Note 9) are currently classified in other assets. These costs, to
the extent these efforts are successful, are capitalized to the extent of the
established value of the revised project and included in the net investment in
real estate for the appropriate Properties. To the extent these efforts are not
successful, these costs will be expensed. In addition, we capitalize certain
costs, primarily legal costs, related to entering into lease agreements which
govern the terms under which we may enter into leases with individual tenants
and which are expensed over the term of the lease agreement.
In January 2003, the FASBFinancial Accounting Standards Board ("FASB")
issued Interpretation No. 46, "ConsolidationConsolidation of Variable Interest Entities"Entities ("FIN
46"). The objective of FIN 46 requiresis to provide guidance on how to identify a
variable interest entity ("VIE") and determine when the assets, liabilities,
non-controlling interests, and results of operations of a VIE need to be
included in the company's consolidated by afinancial statements. A company that
holds variable interests in an entity will need to consolidate such entity if
thatthe company is subject toabsorbs a majority of the risk of loss from the variable interest entity's activitiesVIE's expected losses or entitled
to receivereceives a
majority of the entity's expected residual returns if they occur, or both. The
Company will
adoptadoption of FIN 46 in the fourth quarter of 2003 and we have determined adoption will
not have a materialhad no effect on the financial results of the Company.
Prior toCompany in 2003 we accounted for our stock compensation in accordance with
APB No. 25, "Accounting for Stock Issued to Employees", based upon the intrinsic
value method. This method results in no compensation expense for options issued
with an exercise price equal to or exceeding the market value of the Common
Shares on the date of grant. Effective January 1, 2003, we elected toand 2004.
23
MANUFACTURED HOME COMMUNITIES, INC.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
We account for our stock-based compensation in accordance with SFAS No.
123 and its amendment (SFAS No. 148), "Accounting for Stock Based Compensation",
which will
resultresults in compensation expense being recorded based on the fair value of
the stock option compensation issued. SFAS No. 148 providesprovided three possible
transition methods for changing to the fair value method. We haveEffective January 1,
2003, we elected to use the modified-prospective method. This method, requireswhich required that we
recognize stock-based employee compensation cost from the beginning of the
fiscal year in which the recognition provisions are first applied as if the fair
value method had been used to account for all employee awards granted, or
settled in fiscal years beginning after December 15, 1994.
The following table illustrates the effect on
net income and earnings per share as if the fair value method was applied to all
outstanding and unvested awards in each period presented:
QUARTERS ENDED NINE MONTHS ENDED
------------------------------ -----------------------------
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ -----------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net income available for Common
Shares as reported.................... $ 5,208 $ 6,712 $ 27,282 $ 20,261
Add: Stock-based compensation
expense included in net income as
reported.............................. 448 615 1,469 242
Deduct: Stock-based compensation
expense determined under the fair
value based method for all awards..... (448) (523) (1,469) (1,352)
------------ ------------ ------------ ------------
Pro forma net income available for
Common Shares......................... $ 5,208 $ 6,804 $ 27,282 $ 19,151
============ ============ ============ ============
Pro forma net income per Common
Share - Basic......................... $ .24 $ .31 $ 1.24 $ .89
============ ============ ============ ============
Pro forma net income per Common
Share - Fully Diluted................. $ .23 $ .31 $ 1.21 $ .87
============ ============ ============ ============
19
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THE QUARTER ENDED SEPTEMBER 30, 2003MARCH 31, 2004 TO THE QUARTER ENDED SEPTEMBER 30, 2002MARCH 31,
2003
Since December 31, 2001,2002, the gross investment in real estate has increased
from $1,238$1,296 million to $1,291$1,665 million. The total number of sites owned,
controlled, or controlledin which the Company holds an investment, has increased from
50,66351,582 as of December 31, 20012002 to 50,80775,416 as of September 30, 2003.March 31, 2004.
PROPERTY OPERATIONS:
The following table summarizes certain financial and statistical data for
the Property Operations for the Core Portfolio and the Total Portfolio for the
quarters ended September 30, 2003March 31, 2004 and 2002.2003.
CORE PORTFOLIO TOTAL PORTFOLIO
------------------------------------------- ---------------------------------------------
INCREASE /------------------------------------------ ------------------------------------------
INCREASE/ % INCREASE /INCREASE/ %
(dollars in thousands) 2004 2003 2002 (DECREASE) CHANGE 2004 2003 2002 (DECREASE) CHANGE
------- ------- --------- ------ ------- --------- -------- -------- ----------- -------- -------- -------- ---------- -----------------
Community base rental income ............. $50,521 $49,361 $ 47,8881,160 2.4% $50,823 $ 46,441 $ 1,447 3.1% $ 49,203 $ 48,858 $ 345 0.1%49,361 1,462 3.0%
Resort base rental income .......... 142 144 (2) (1.4%) 2,144 1,770 374 21.1%......... 96 82 14 17.1% 12,425 4,077 8,348 204.8%
Utility and other income ........... 4,688 4,487 201 4.5% 4,904 4,737 167 3.5%
-------- -------- -------- -------- -------- -------- -------- --------.......... 5,419 4,931 488 9.9% 6,526 5,331 1,195 22.4%
------- ------- --------- ---- ------- --------- ------- -----
Property operating revenues ... 52,718 51,072 1,646 3.2% 56,251 55,365 886 1.6%.. 56,036 54,374 1,662 3.1% 69,774 58,769 11,005 18.7%
Property operating and
maintenance ................... 14,295 13,699 596.................. 15,335 14,690 645 4.4% 16,283 15,860 423 2.7%21,014 16,727 4,287 25.6%
Real estate taxes .................. 4,192 3,991 201 5.0% 4,577 4,321 256 5.9%................. 4,801 4,401 400 9.1% 5,507 4,638 869 18.7%
Property management ................ 2,216 2,136 80 3.7% 2,364 2,329 35 1.5%
-------- -------- -------- -------- -------- -------- -------- --------............... 2,163 2,176 (13) (0.6%) 2,846 2,352 494 21.0%
------- ------- --------- ---- ------- --------- ------- -----
Property operating expenses ... 20,703 19,826 877 4.4% 23,224 22,510 714 3.2%
-------- -------- -------- -------- -------- -------- -------- --------.. 22,299 21,267 1,032 4.9% 29,367 23,717 5,650 23.8%
------- ------- --------- ---- ------- --------- ------- -----
Income from property operations ....... $33,737 $33,107 $ 32,015630 1.9% $40,407 $ 31,246 $ 769 2.5% $ 33,027 $ 32,855 $ 172 0.5%
======== ======== ======== ======== ======== ======== ======== ========35,052 5,355 15.3%
======= ======= ========= ==== ======= ========= ======= =====
Site and Occupancy Information (1):
Average total sites ................ 41,568 41,587 (19) (0.1%) 43,131 42,259 872 2.1%............... 43,142 43,133 9 .02% 43,546 43,133 413 1.0%
Average occupied sites ............. 37,745 38,443 (698) (1.8%............ 38,925 39,802 (877) (2.3%) 39,213 39,086 127 0.1%39,318 39,802 (484) (1.2%)
Occupancy % ........................ 90.8% 92.4% (1.6%....................... 90.2% 92.3% (2.1%) (1.6%(2.1%) 90.9% 92.5% (1.6%90.3% 92.3% (2.0%) (1.6%(2.0%)
Monthly base rent per site ................. $432,63 $413,39 $ 422.9119.24 4.7% $430.86 $ 402.69413.39 $ 20.22 5.0% $ 418.25 $ 400.16 $ 18.09 4.5%17.47 4.2%
Total sites
As of September 30, .......... 41,568 41,586 (18) (0.1%) 43,131 42,358 773 1.8%March 31, ............. 43,143 43,133 10 .02% 44,140 43,861 279 .6%
Total occupied sites
As of September 30, .......... 37,694 38,392 (698) (1.8%March 31, ............. 38,882 39,729 (847) (2.1%) 39,162 39,122 40 0.1%39,863 40,399 (536) (1.3%)
(1) Site and occupancy information excludes Resort sites and Properties owned
through joint ventures.
2024
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
Property Operating Revenues
The 3.1%2.4% increase in Community base rental income for the Core
Portfolio reflects a 5.0%4.7% increase in monthly base rent per site coupled with a
1.9%2.3% decrease in average occupied sites. The increase in utility and other
income for the Core Portfolio is due primarily to increases in utility income,
which resulted from higher expenses for these items.
Property Operating Expenses
The increase in property operating and maintenance expense for the Core
Portfolio is due primarily to increases in property payroll, utility expense,
repair and
maintenance, administrative, and administrativeinsurance and other expenses. The increase in Core
Portfolio real estate taxes is generally due to higher property assessments on
certain Properties. Property managementUtility expense
for the Core Portfolio, which
reflects costs of managing the Properties and is estimated based on a percentage
of Property revenues,also increased, but was offset by 3.7%.
HOME SALES OPERATIONS:
The following table summarizes certain financial and statistical data for
the Home Sales Operations for the quarters ended September 30, 2003 and 2002.
HOME SALES OPERATIONS
---------------------------------------------
INCREASE /
(dollars in thousands) 2003 2002 (DECREASE) % CHANGE
--------- --------- ---------- ----------
Gross revenues from new home sales ................ $ 10,394 $ 8,328 $ 2,066 24.8%
Cost of new home sales ............................ (9,136) (6,584) 2,552 38.8%
--------- --------- --------- ---------
Gross profit from new home sales .................. 1,258 1,744 (486) (27.9%)
Gross revenues from used home sales ............... 1,005 792 213 26.9%
Cost of used home sales ........................... (979) (820) 159 19.4%
--------- --------- --------- ---------
Gross profit from used home sales ................. 26 (28) 54 192.9%
Brokered resale revenues, net ..................... 491 348 143 41.1%
Home selling expenses ............................. (1,971) (1,934) 37 1.9%
Ancillary services revenues, net .................. (125) (62) 63 101.6%
--------- --------- --------- ---------
(Loss) income from home sales and other ........... $ (321) $ 68 $ (389) (572.0%)
========= ========= ========= =========
HOME SALES VOLUMES:
New home sales .................................. 137 112 25 22.3%
Used home sales ................................. 53 48 5 10.4%
Brokered home resales ........................... 287 216 71 32.9%
New home sales gross profit reflects a 22.3% increase in sales volume
coupled with an 8.8% decrease in average profit margins. The average selling
price of new homes increased approximately $1,511 or 2.0% compared to 2002. Used
home sales gross profit reflects an increase in gross margin on used home sales,
and increased sales volume. Brokered resale revenues increased 41.1% compared to
the prior year due to higher volume.
21
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
OTHER INCOME AND EXPENSES:
The decrease in other income and expenses reflects increased income from
joint ventures and interest income and a decrease in interest expense. Interest
expense decreased due to a decrease in the weighted average interest rate for
outstanding debt.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2003 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2002
The following table summarizes certain financial and statistical data for the
Property Operations for the Core Portfolio and the Total Portfolio for the nine
months ended September 30, 2003 and 2002.
CORE PORTFOLIO TOTAL PORTFOLIO
-------------------------------------------- -----------------------------------------------
INCREASE / % INCREASE / %
(dollars in thousands) 2003 2002 (DECREASE) CHANGE 2003 2002 (DECREASE) CHANGE
-------- -------- ----------- -------- -------- -------- ---------- ----------
Community base rental income ....... $143,726 $139,101 4,625 3.3% $147,675 $147,064 $ 611 0.1%
Resort base rental income .......... 443 390 53 13.6% 8,076 5,425 2,651 48.8%
Utility and other income ........... 14,295 14,115 180 1.3% 15,327 15,150 177 1.2%
-------- -------- -------- -------- -------- -------- -------- --------
Property operating revenues ... 158,464 153,606 4,858 3.2% 171,078 167,639 3,439 2.1%
Property operating and
maintenance ................... 42,483 40,749 1,734 4.3% 48,828 47,062 1,766 3.8%
Real estate taxes .................. 12,778 12,186 592 4.9% 13,960 13,354 606 4.5%
Property management ................ 6,386 6,451 (65) (1.0%) 6,992 7,003 (11) (0.1%)
-------- -------- -------- -------- -------- -------- -------- --------
Property operating expenses ... 61,647 59,386 2,261 3.8% 69,780 67,419 2,361 3.5%
-------- -------- -------- -------- -------- -------- -------- --------
Income from property operations .... $ 96,817 $ 94,220 $ 2,597 2.8% $101,298 $100,220 $ 1,078 1.1%
======== ======== ======== ======== ======== ======== ======== ========
Site and Occupancy Information (1):
Average total sites ................ 41,567 41,575 (8) (0.1%) 43,131 43,919 (788) (1.8%)
Average occupied sites ............. 38,008 38,674 (666) (1.7%) 39,478 40,817 (1,339) (3.3%)
Occupancy % ........................ 91.4% 93.0% (1.6%) (1.6%) 91.5% 92.9% (1.4%) (1.4%)
Monthly base rent per site ......... $ 420.17 $ 399.64 $ 20.53 5.1% $ 415.63 $ 395.06 $ 20.57 5.2%
(1) Site and occupancy information excludes Resort sites and Properties owned
through joint ventures.
Property Operating Revenues
The 3.3% increase in base rental income for the Core Portfolio reflects a
5.1% increase in monthly base rent per site coupled with a 1.8% decrease in
average occupied sites.
22
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
Property Operating Expenses
The increase in property operating and maintenance expense for the Core
Portfolio is due primarily to increases in property payroll, insurance and other
expenses, utility expense, repair and maintenance expenses and administrative
expense.income. The increase in
Core Portfolio real estate taxes is generally due to higher property assessments
on certain Properties. Property management expense for the Core Portfolio, which
reflects costs of managing the Properties and is estimated based on a percentage
of Property revenues, remained relatively
stable.
HOME SALES OPERATIONS:
The following table summarizes certain financial and statistical data
for the Home Sales Operations for the nine monthsquarters ended September 30, 2003March 31, 2004 and 2002.2003.
HOME SALES OPERATIONS
-------------------------------------------------------------------------------------------------------------------
INCREASE/
(dollars in thousands) 2004 2003 2002 (DECREASE) % CHANGE
--------- ---------------- ------- ---------- -----------------
Gross revenues from new home sales ...................... $ 22,6546,798 $ 20,057 2,597 12.9%3,609 $ 3,189 88.4%
Cost of new home sales .................................. (19,413) (15,673) 3,740 23.9%
-------- -------- ------............... (6,293) (2,976) (3,317) (111.5%)
------- ------- ------- ------
Gross profit from new home sales ........................ 3,241 4,384 (1,143) (26.1%..... 505 633 (128) (20.2%)
Gross revenues from used home sales ..................... 2,404 1,718 686 39.9%.. 740 483 257 53.2%
Cost of used home sales ................................. (2,328) (1,386) 942 68.0%
-------- -------- ------.............. (723) (485) (238) (49.1%)
------- ------- ------- ------
Gross profit from used home sales ....................... 76 332 (256) (77.1%).... 17 (2) 19 950.0%
Brokered resale revenues, net ........................... 1,321 1,234 87 7.1%........ 492 376 116 30.9%
Home selling expenses ................................... (5,669) (6,061) (392) (6.5%................ (2,073) (1,894) (179) (9.5%)
Ancillary services revenues, net ........................ 244 604 (360) (59.6%)
-------- --------..... 912 482 430 89.2%
------- ------- ------- ------
------
(Loss) incomeLoss from home sales and other ........................ $ (787)(147) $ 493 (1,280) (259.6%)
======== ======== ======(405) $ 258 63.7%
======= ======= ======= ======
HOME SALES VOLUMES:
New home sales ........................................ 307 273 34 12.5%..................... 94 52 42 80.8%
Used home sales ....................................... 142 126 16 12.7%.................... 76 32 44 137.5%
Brokered home resales ................................. 829 759 70 9.2%.............. 329 260 69 26.5%
New home sales gross profit reflects a 12.5%an 80.8% increase in sales volume
coupled with a 7.6%10.1% decrease in the gross margin due to the liquidation of
aging inventory in the West region. The average profit margins.selling price of new homes
increased $3,000 or 4.3% compared to 2003. Used home sales gross profit reflects an
increase in sales volume, partially offset by a decrease in gross margin on used
home sales, partially offset
bysales. Brokered resale revenues reflects increased sales volume. Brokered resale revenues increased 7.1% compared to
the prior year due to higher volume. The 6.4% decrease9.5%
increase in home selling expenses primarily reflects reductionsincreased insurance costs.
The increase in payroll and advertising expenses.
23ancillary service revenues primarily relates to the NHC
acquisition.
25
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
OTHER INCOME AND EXPENSES:
The increase in other income and expenses reflects increased interest
income on short-term investments, increased equity in income from joint ventures
resulting from the Mezzanine Investment and four 2004 joint venture investments,
and the gain on sale of a vacant land parcel at Casa Village. Partially
offsetting the increase is an increase in interest expense resulting from the
$501 million borrowing in October, 2003 and additional debt assumed in the 2004
acquisitions, an increase in depreciation on real estate assets related to the
2004 acquisitions, and increased general and administrative expense due to
increased payroll.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
As of September 30, 2003,March 31, 2004, the Company had $18.0$17.4 million in cash and cash
equivalents and $91.5$75 million available on its line of credit. The Company expects
to meet its short-term liquidity requirements, including its distributions,
generally through its working capital, net cash provided by operating activities
and availability under the existing line of credit. The Company expects to meet
certain long-term liquidity requirements such as scheduled debt maturities,
property acquisitions and capital improvements by long-term collateralized and
uncollateralized borrowings including borrowings under its existing line of
credit and the issuance of debt securities or additional equity securities in
the Company, in addition to working capital.
INFLATION
Substantially allINVESTMENT IN AND ADVANCES TO JOINT VENTURES
On February 3, 2004, the Company invested approximately $29.7 million
in preferred equity interests (the "Mezzanine Investment") in six entities
controlled by Diversified Investments, Inc. ("Diversified"). These entities own
in the aggregate 11 properties, containing 5,054 sites. Approximately $11.7
million of the leasesMezzanine Investment accrues at a per annum average rate of 10%,
with a minimum pay rate of 6.5%, payable quarterly, and approximately $17.9
million of the Properties allow for monthly or
annual rent increases which provideMezzanine Investment accrues at a per annum average rate of 11%,
with a minimum pay rate of 7%, payable quarterly. To the extent the minimum pay
rates on the respective Mezzanine Investments are not achieved, the accrual
rates increase to 12% and 13%, respectively. The Company can acquire these
properties in the future at capitalization rates of between 8% and 8.5%,
beginning in 2006. In addition, the Company with the opportunity to achieve
increases, where justified by the market, as each lease matures. Such types of
leases generally minimize the risk of inflation to the Company.
ACQUISITIONS AND DISPOSITIONS
During the nine months ended September 30, 2003 we sold three
properties listedhas invested approximately $1.4
million in the table below. Proceeds from the sales were used to repay
amountsDiversified entities managing these 11 properties, which is
included in prepaid expenses and other assets on the Company's lineConsolidated
Balance Sheet as of credit. Also during the same period we acquired
a parcel of land adjacent to one of our Properties for approximately $97,000.
TOTAL DISPOSITION GAIN ON
DATE DISPOSED PROPERTY LOCATION SITES PRICE SALE
- ------------- ----------------- ------------------------- ----- ------------ ------------
($ millions) ($ millions)
June 6, 2003 Independence Hill Morgantown, West Virginia 203 $ 3.9 $ 2.8
June 6, 2003 Brook Gardens Hamburg, New York 424 17.8 4.1
June 30, 2003 Pheasant Ridge Mount Airy, Maryland 101 5.4 3.9
--- ------- --------
728 $ 27.1 $ 10.8
=== ======= ========
INVESTMENTS IN JOINT VENTURESMarch 31, 2004.
During the nine monthsquarter ended September 30, 2003,March 31, 2004, the Company invested
approximately $1.4 million with Diversified in four separate property owning
entities. The Company can acquire these properties in the future at
capitalization rates of between 8% and 8.5%, beginning in 2006. In addition, the
Company recorded approximately $1.6 million$584,000 and $353,000 of net income from joint
ventures in the quarters ended March 31, 2004 and 2003, respectively, and
received approximately $1.2 million$341,000 and $167,000 in distributions.
CAPITAL IMPROVEMENTS
Capital expendituresdistributions for improvements are identified bythe quarters
ended March 31, 2004 and 2003, respectively. Due to the Company's inability to
control the joint ventures, the Company as
recurring capital expenditures ("Recurring CapEx"), site development costs and
corporate headquarters costs. Recurring CapEx was approximately $8.7 millionaccounts for its investment in the nine months ended September 30, 2003. Site development costs were
approximately $5.5 million forjoint
ventures using the nine months ended September 30, 2003, and
represent costs to develop expansion sites at certainequity method of the Company's
Properties and costs for improvements to sites when a smaller used home is
replaced with a larger new home.
24accounting.
26
MANUFACTURED HOME COMMUNITIES, INC.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
EQUITY TRANSACTIONS
In order to qualifyACQUISITIONS
During the quarter ended March 31, 2004, we acquired 43 Properties as
a REITlisted in the table below. The combined investment in these 43 properties was
approximately $345 million and was funded with monies held in short-term
investments and additional debt. (amounts in millions, except for federal income tax purposes, the
Company must distribute 90% or more of its taxable income (excluding capital
gains). The following distributions have been declared and/or paid to common
stockholders and minority interests since January 1, 2003.total sites)
DISTRIBUTION
AMOUNT PER FOR THE QUARTER SHAREHOLDER
SHARE ENDINGPURCHASE NET
CLOSING DATE PAYMENT DATEPROPERTY LOCATION TOTAL SITES PRICE DEBT EQUITY
- ----------------- ----------------- ---------------- ------------------ ------------------- --------------------------- ----------- -------- -----------
$0.4750 December 31, 2002 December 27, 2002
ACQUISITIONS:
January 10, 2003
$0.4950 March 31, 2003 March 28, 2003 April 14, 2003
$0.4950 June15, 2004 O'Connell's (a) Amboy, IL 668 $ 6.6 $ 5.0 $ 1.6
January 30, 2003 June 27, 2003 July 14, 2003
$0.4950 September 30, 2003 September 26, 2003 October 10, 20032004 Spring Gulch (a) New Holland, PA 420 6.4 4.8 1.6
February 3, 2004 Paradise (a) Mesa, AZ 950 25.7 20.0 5.7
February 18, 2004 Twin Lakes (a) Chocowinity, NC 400 5.2 3.8 1.4
February 19, 2004 Lakeside (a) New Carlisle, IN 95 1.7 --- 1.7
February 5, 2004 Shangri La Largo, FL 160 (b) 4.5 (b)
February 5, 2004 Terra Ceia Palmetto, FL 203 (b) 2.6 (b)
February 5, 2004 Southernaire Mt. Dora, FL 134 (b) 2.1 (b)
February 5, 2004 Sixth Avenue Zephryhills, FL 140 (b) 2.3 (b)
February 5, 2004 Suni Sands Yuma, AZ 336 (b) 3.2 (b)
February 5, 2004 Topic's Spring Hill, FL 230 (b) 2.2 (b)
February 5, 2004 Coachwood Colony Leesburg, FL 200 (b) 4.3 (b)
February 5, 2004 Waterway Cedar Point, NC 336 (b) 6.3 (b)
February 5, 2004 Desert Paradise Yuma, AZ 260 (b) 1.5 (b)
February 5, 2004 Goose Creek Newport, NC 598 (b) 12.6 (b)
February 17, 2004 NHC Portfolio (c) Various 11,357 235.0 159.0 69.0
(a) We assumed inventory of approximately $419,000, rents received in
advance of approximately $2.4 million and other liabilities of
approximately $432,000 in connection with the acquisition of
O'Connell's, Spring Gulch, Paradise, Twin Lakes and Lakeside (the
"Other 2004 Acquisitions").
(b) The Operating Partnership paid distributionsportfolio was acquired for a total purchase price of 9.0% per annum$64
million and $20.9 million of net equity. The transaction was funded
partially through loans obtained on the $125individual properties as shown
in the table. In addition, we assumed approximately $1.1 million of
Series D Cumulative Redeemable Perpetual Preferred Units
("Preferred Units"). Distributions onrents received in advance and approximately $421,000 of other
liabilities.
(c) The NHC Portfolio consists of 28 vacation resort properties,
containing 11,357 sites. Twenty of the Preferred Units of $ 2.8properties are located in
Florida, six in Texas, and two in California. The acquisition was
funded with monies held in short-term investments and $50 million were
paid on March 31, 2003, June 30, 2003 and September 30, 2003.
MORTGAGES AND CREDIT FACILITIES
On April 17, 2003, we entered into an agreement to refinance and
increase the Bay Indies Mortgagedrawn
from approximately $21.9 million to $45
million. Under the new agreement, the Bay Indies Mortgage bears interest at
5.69% per annum, amortizes over 25 years and matures April 17, 2013. The net
proceeds were used to pay down the Company's line of credit. Also duringBeginning in 1996, a series of
partnerships were formed between "NHC" entities and "PAMI" (the former
General Partner of NHC) entities. A trial on all claims between NHC and
PAMI, including whether NHC had the nine months ended September 30, 2003, mortgage notes payableauthority to consummate the
transaction with the Company was held on two otherApril 15 and 16, 2004. The
Company continues to believe in the merit of NHC's claims and defenses.
Under the terms and conditions of the partnership agreements, on
February 17, 2004, $69 million was paid to acquire the PAMI entities'
interests. Principals of the NHC entities will continue to operate the
properties were repaid totaling approximately $16.2 million using proceedsunder a management agreement with the Company and maintain
an approximate 7% equity position in the new entity. The existing
dispute is related to the PAMI entities' desire to liquidate their
investments. The Company, after advice from borrowings onits legal counsel, believes
that there is substantial merit to its' position that the Company's line of credit.NHC Portfolio
transaction is valid. Accordingly, the Company has treated the NHC
Portfolio transaction as an acquisition in the financial statements.
27
MANUFACTURED HOME COMMUNITIES, INC.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
MORTGAGES AND CREDIT FACILITIES
Throughout the nine months ended September 30, 2003,quarter the Company borrowed $42.0$50 million on its line of
credit and repaid $68.3paid down $15 million on the line of credit. The line of credit bears
interest at a per annum rate of LIBOR plus 1.125%1.65%.
In conjunction with the acquisition of the NHC portfolio, we assumed
the NHC Mortgages of approximately $156.7 million, which was recorded at fair
market value with the related premium being amortized over the life of the loan
using the effective interest rate. The NHC Mortgages bear interest at a weighted
average interest rate of 5.14% per annum, amortizes over 30 years and matures at
various dates through November 1, 2027. We assumed debt of approximately $75.2
million related to the Other 2004 Acquisitions, with interest rate ranging from
5.25% to 5.81% and maturity dates through March 1, 2014.
Certain of the Company's mortgage and credit agreements contain
covenants and restrictions including restrictions as to the ratio of secured or
unsecured debt versus encumbered or unencumbered assets, the ratio of fixed
charges-to-earnings before interest, taxes, depreciation and amortization
("EBITDA"), limitations on certain holdings and other restrictions.
25As of March 31, 2004, we were subject to certain contractual payment
obligations as described in the table below (dollars in thousands). We are not
subject to capital lease obligations or unconditional purchase obligations as of
March 31, 2004.
Contractual Obligations Total 2005 2006 2007 2008 2009 Thereafter
- ----------------------- ----- ---- ---- ---- ---- ---- ----------
Long Term Debt (1)........ $1,331,387 $69,381 $66,865 $294,189 $207,141 $69,685 $624,126
Weighted average interest
rates................... 6.7% 4.7% 4.4% 6.7% 5.5% 6.8% 6.4%
(1) Balance excludes net premiums and discounts of $10.9 million.
In addition, the Company leases land under non-cancelable operating
leases at certain of the Properties expiring in various years from 2022 to 2031
with terms which require twelve equal payments per year plus additional rents
calculated as a percentage of gross revenues. For the quarters ended March 31,
2004 and 2003, ground lease rent was approximately $400,000, respectively.
Minimum future rental payments under the ground leases are approximately $1.6
million for each of the next five years and approximately $26.3 million
thereafter.
CAPITAL IMPROVEMENTS
Capital expenditures for improvements are identified by the Company as
recurring capital expenditures ("Recurring CapEx"), site development costs and
corporate costs. Recurring CapEx was approximately $2.7 million for the quarter
ended March 31, 2004. Site development costs were approximately $2.6 million for
the quarter ended March 31, 2004, and represent costs to develop expansion sites
at certain of the Company's Properties and costs for improvements to sites when
a smaller used home is replaced with a larger new home. Corporate costs were
approximately $118,000 for the quarter ended March 31, 2004.
28
MANUFACTURED HOME COMMUNITIES, INC.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
EQUITY TRANSACTIONS
On January 16, 2004, we paid a one-time special distribution of $8.00
per share payable to stockholders of record on January 8, 2004. We used proceeds
from the $501 million borrowing in October, 2003 to pay the special
distribution. The special cash dividend will be reflected on stockholders' 2004
1099-DIV to be issued in January, 2005.
On April 9, 2004, the Company paid a $.0125 per share distribution for
the quarter ended March 31, 2004 to stockholders of record on March 26, 2004.
The Operating Partnership paid distributions of 9.0% per annum on the $125
million of Series D Cumulative Redeemable Perpetual Preferred Units ("Preferred
Units"). Distributions on the Preferred Units were paid on March 31, 2004.
INFLATION
Substantially all of the leases at the Properties allow for monthly or
annual rent increases which provide the Company with the opportunity to achieve
increases, where justified by the market, as each lease matures. Such types of
leases generally minimize the risk of inflation to the Company.
FUNDS FROM OPERATIONS
Funds From Operations ("FFO"), a non-GAAP financial performance
measure, was redefined by the National Association of Real Estate Investment
Trusts ("NAREIT") in April 2002, as net income (computed in accordance with
GAAP), before allocation to minority interests, excluding gains (or losses) from
sales of property, plus real estate depreciation and after adjustments for
unconsolidated partnerships and joint ventures. The Company computes FFO in
accordance with the NAREIT definition, which may differ from the methodology for
calculating FFO utilized by other equity REITs and, accordingly, may not be
comparable to such other REIT'sREITs' computations. The Company believes that FFO is
useful to investors as a measure of the performance of an equity REIT because,
along with cash flows from operating activities, financing activities and
investing activities, FFO provides investors an understanding of the ability of
the Company to incur and service debt and to make capital expenditures. FFO does
not represent cash generated from operating activities in accordance with GAAP
and therefore should not be considered an alternative to net income as an
indication of the Company's performance or to net cash flows from operating
activities as determined by GAAP as a measure of liquidity and areis not
necessarily indicative of cash available to fund cash needs.
The following table presents a calculation of FFO for the quarters
ended March 31, 2004 and nine months ended September 30, 2003 and 2002 (amounts in thousands):
QUARTERS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- --------------------------------2004 2003
2002 2003 2002
-------------- --------------- --------------- ----------------------- ----------\
COMPUTATION OF FUNDS FROM OPERATIONS:
Net income available for Common Shares..................Shares...................... $ 5,2084,976 $ 6,712 $ 27,282 $ 20,2617,672
Income allocated to commonCommon OP Units..................... 1,248 1,645 6,539 5,007
Depreciation on real estate assets...................... 9,446 8,816 28,037 26,631Units......................... 1,156 1,847
Depreciation on real estate assets held-for-sale........and other costs.......... 10,682 8,904
Depreciation expense included in discontinued operations.... --- 121 129 362
Gain on the sale of Properties and other................other........................ (638) ---
(1,270) (10,826) (1,270)
------------- ------------- ------------- ---------------------- ---------
Funds from operations.................................operations..................................... $ 15,90216,176 $ 16,024 $ 51,161 $ 50,991
============= ============= ============= =============18,552
========= =========
Weighted average Common StockShares outstanding - diluted 28,148 27,693 27,952 27,622
============= ============= ============= =============diluted........ 28,521 27,740
========= =========
2629
MANUFACTURED HOME COMMUNITIES, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTDISCLOSURE OF MARKET RISK
Our earnings are affected by changes in interest rates, since a portion
of our outstanding indebtedness is at variable rates based on LIBOR. Our Line of
Credit ($58.535 million outstanding at September 30, 2003)March 31, 2004) bears interest at LIBOR plus
1.125%1.65%, per annum and our $100 million Term Loan bears interest at LIBOR
plus 1.375%.annum. If LIBOR increased/decreased by 1.0% during the nine monthsquarter ended
September 30, 2003,March 31, 2004, interest expense would have increased/decreased by approximately
$1.3 million$55,000 based on the combined average balance outstanding under the Company's Line of
Credit and Term Loan during the period.
On October 29, 2001, we entered into an interest rate swap agreement
(the "2001 Swap"), effectively fixing the LIBOR rate on $100 million of our
floating rate debt at approximately 3.7% per annum for the period October 2001
through August 2004. The terms of the 2001 Swap require monthly settlements on
the same dates interest payments are due on the debt. Effective January 1, 2001,
the Company adopted Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133")
and its amendments, SFAS No. 137 and SFAS No. 138. In accordance with SFAS No.
133, the interest rate swap will be reflected at market value. We believe the
2001 Swap is a perfectly effective cash flow hedge, under SFAS No. 133, and
there will be no effect on net income as a result of the mark-to-market
adjustment. As of September 30, 2003, the hedge represented a liability of
approximately $3.4 million and is recorded in accounts payable and accrued
expenses. Mark-to-market changes in the value of the 2001 Swap are included in
other comprehensive income.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the reporting period, an evaluation was performed
under the supervision andThe Company's management, with the participation of the Company's management,
includingChief
Executive Officer and Chief Financial Officer, has evaluated the CEO and CFO, of the effectiveness of the design and operation
of the Company's disclosure controls and procedures.procedures as of March 31, 2004. Based
on that evaluation, the Company's management, including the CEOChief Executive Officer and CFO,Chief Financial
Officer concluded that the Company's disclosure controls and procedures were
effective in timely alerting them toas of March 31, 2004. There were no material information.
CHANGES IN INTERNAL CONTROLS
There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect internal controlscontrol over financial reporting during the first quarter ended September 30, 2003.
27
MANUFACTURED HOME COMMUNITIES, INC.2004.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
(see Note 9 of the Consolidated Financial Statements contained herein)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
31.1 Certification of Chief Financial Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-OxleySarbanes -
Oxley Act of 2002
32.1 Certification of Chief Financial Officer
Pursuant to 1819 U.S.C. Section 1350 as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Executive Officer
Pursuant to 1819 U.S.C. Section 1350 as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K:
Form 8-K dated and filed July 22, 2003,January 27, 2004, relating
to Item 7 - "Financial Statements and Exhibits"
and Item 129 - "Disclosure of Results of Operations and Financial
Condition""Regulation FD Disclosure" regarding
release of 2nd Quarter 2003 results of
operations and financial condition.Earnings Results for the year ended
December 31, 2004.
Form 8-K dated and filed September 3, 2003,January 27, 2004, relating
to Item 5 - "Other Events and Regulation FD
Disclosure" regardingannouncing the Company's initiationappointment of a processJoe
McAdams to obtain $500
million in loan commitments from an institutional lender.the Board of Directors.
Form 8-K dated and filed September 8, 2003,January 27, 2004, relating
to Item 5 - "Other Events and Regulation FD
Disclosure" regarding a
settlementannouncing an agreement the Company entered into with the City
of Santa Cruz.Monte
Vista, LLC.
30
MANUFACTURED HOME COMMUNITIES, INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
(b) Reports on Form 8-K (continued):
Form 8-K dated and filed September 15, 2003,February 18, 2004, relating
to Item 5 - "Other Events and Regulation FD
Disclosure" announcing the tender of payment on
the NHC portfolio.
Form 8-K dated and filed February 18, 2004, relating
to Item 5 - "Other Events and Regulation FD
Disclosure" announcing investments pursuant to
the acquisition program.
Form 8-K dated and filed March 2, 2004, relating to
Item 2 - "Acquisition of Assets" and Item 7 -
"Financial Statements and Exhibits" regarding the
acquisition and investment in 30 Properties.
Form 8-K dated and filed March 3, 2004, relating to
Item 2 - "Acquisition of Assets" and Item 7 -
"Financial Statements and Exhibits" regarding the
acquisition of the NHC portfolio.
Form 8-K dated and filed March 3, 2004, relating to
Item 5 - "Other Events and Regulation FD
Disclosure" announcing declaration of First
Quarter 2004 dividend and appointment of Michael Berman asThomas
P. Heneghan to the Company's Chief
Financial Officer.
28Board of Directors.
31
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 thereunto duly authorized.
MANUFACTURED HOME COMMUNITIES, INC.
BY: /s/ MICHAELThomas P. Heneghan
-------------------------------------
Thomas P. Heneghan
President and Chief Executive Officer
(Principal Executive Officer)
BY: /s/ Michael B. BERMAN
______________________________________Berman
-------------------------------------
Michael B. Berman
Vice President, Treasurer and
Chief Financial Officer
BY: /s/ MARK HOWELL
_______________________________________
Mark Howell(Principal Financial Officer
and Principal Accounting Officer and
Assistant TreasurerOfficer)
DATE: NovemberMay 10, 2003
292004
32