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FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
[ ] 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 (I.R.S. Employer Identification No.)
of incorporation or organization)
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) 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:
21,309,001 shares of Common Stock as of July 31, 2001.
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MANUFACTURED HOME COMMUNITIES, INC.
TABLE OF CONTENTS
PART I - FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Page
Consolidated Balance Sheets as of June 30, 2001 (unaudited)
and December 31, 2000.................................................... 3
Consolidated Statements of Operations for the quarters and six months ended
June 30, 2001 and 2000 (unaudited)....................................... 4
Consolidated Statements of Cash Flows for the six months ended June 30,
2001 and 2000 (unaudited)................................................ 5
Notes to Consolidated Financial Statements............................... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................. 15
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk........... 22
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.................................................... 23
ITEM 6. Exhibits and Reports on Form 8-K..................................... 23
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MANUFACTURED HOME COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2001 AND DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31,
2001 2000
(UNAUDITED)
----------- ------------
ASSETS
Investment in real estate:
Land .......................................................................... $ 273,559 $ 271,822
Land improvements ............................................................. 848,770 839,725
Buildings and other depreciable property ...................................... 108,853 106,629
----------- -----------
1,231,182 1,218,176
Accumulated depreciation ...................................................... (194,915) (181,580)
----------- -----------
Net investment in real estate ............................................... 1,036,267 1,036,596
Cash and cash equivalents ........................................................ 3,417 2,847
Notes receivable ................................................................. 3,834 4,984
Investment in and advances to affiliates ......................................... 23,469 21,215
Investment in joint ventures ..................................................... 13,506 13,267
Rents receivable ................................................................. 1,479 1,440
Deferred financing costs, net .................................................... 5,802 6,344
Prepaid expenses and other assets ................................................ 18,186 17,611
----------- -----------
Total assets .................................................................. $ 1,105,960 $ 1,104,304
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage notes payable ........................................................ $ 554,548 $ 556,578
Unsecured term loan ........................................................... 100,000 100,000
Unsecured line of credit ...................................................... 55,100 59,900
Other notes payable ........................................................... 3,206 3,206
Accounts payable and accrued expenses ......................................... 25,134 23,822
Accrued interest payable ...................................................... 4,896 5,116
Rents received in advance and security deposits ............................... 6,194 5,184
Distributions payable ......................................................... 11,992 11,100
Due to affiliates ............................................................. 32 32
----------- -----------
Total liabilities ........................................................... 761,102 764,938
----------- -----------
Commitments and contingencies
Minority interest - Common OP Units and other .................................... 46,515 46,271
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; 21,294,747 and 21,064,785
shares issued and outstanding for 2001 and 2000, respectively ............... 212 210
Paid-in capital ............................................................... 239,714 235,681
Deferred compensation ......................................................... (4,919) (5,969)
Employee notes ................................................................ (3,940) (4,205)
Distributions in excess of accumulated earnings ............................... (57,724) (57,622)
----------- -----------
Total stockholders' equity .................................................. 173,343 168,095
----------- -----------
Total liabilities and stockholders' equity .................................... $ 1,105,960 $ 1,104,304
=========== ===========
The accompanying notes are an integral part of the financial statements.
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MANUFACTURED HOME COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
QUARTERS ENDED SIX MONTHS ENDED
------------------------------- -------------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2001 2000 2001 2000
------------- -------------- ------------- --------------
REVENUES
Base rental income..................................... $ 48,770 $ 47,249 $ 97,783 $ 94,558
RV base rental income.................................. 633 1,176 2,483 4,875
Utility and other income............................... 5,987 5,031 12,419 10,729
Equity in income of affiliates......................... 654 642 677 792
Interest income........................................ 174 173 388 464
------------- -------------- ------------- --------------
Total revenues.................................... 56,218 54,271 113,750 111,418
------------- -------------- ------------- --------------
EXPENSES
Property operating and maintenance..................... 15,351 14,411 31,344 29,818
Real estate taxes ..................................... 4,429 4,363 9,031 8,687
Property management.................................... 2,267 2,171 4,514 4,560
General and administrative............................. 1,857 1,834 3,513 3,660
Interest and related amortization...................... 12,905 13,154 26,311 26,485
Depreciation on corporate assets....................... 310 277 614 548
Depreciation on real estate assets and other costs..... 8,587 8,567 17,266 17,424
------------- -------------- ------------- --------------
Total expenses.................................... 45,706 44,777 92,593 91,182
------------- -------------- ------------- --------------
Income from operations........................... 10,512 9,494 21,157 20,236
Gain on sale of Properties and other................... --- 12,053 8,093 12,053
------------- -------------- ------------- --------------
Income before allocation to Minority Interests
and extraordinary loss........................ 10,512 21,547 29,250 32,289
(Income) allocated to Common OP Units.................. (1,564) (3,772) (4,846) (5,371)
(Income) allocated to Perpetual Preferred OP Units..... (2,813) (2,813) (5,626) (5,626)
------------- -------------- ------------- --------------
Income before extraordinary loss on early
extinguishment of debt........................ 6,135 14,962 18,778 21,292
Extraordinary loss on early extinguishment of debt
(net of $264 allocated to minority interests)..... --- 1,041 --- 1,041
------------- -------------- ------------- --------------
NET INCOME....................................... $ 6,135 $ 13,921 $ 18,778 $ 20,251
============= ============== ============= ==============
Income per share before extraordinary loss - basic..... $ .29 $ .68 $ .90 $ .96
============= ============== ============= ==============
Income per share before extraordinary loss - diluted... $ .29 $ .67 $ .88 $ .95
============= ============== ============= ==============
Net income per Common Share - basic.................... $ .29 $ .64 $ .90 $ .92
============= ============== ============= ==============
Net income per Common Share - diluted.................. $ .29 $ .63 $ .88 $ .90
============= ============== ============= ==============
Distributions declared per Common Share................ $ .445 $ .415 $ .89 $ .83
============= ============== ============= ==============
Weighted average Common Shares
outstanding - basic.......................... 20,969 21,871 20,881 22,082
============= ============== ============= ==============
Weighted average Common Shares
outstanding - diluted (see Note 2)........... 26,898 27,809 26,835 28,024
============= ============== ============= ==============
The accompanying notes are an integral part of the financial statements.
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MANUFACTURED HOME COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
JUNE 30, JUNE 30,
2001 2000
----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................................ $ 18,778 $ 20,251
Adjustments to reconcile net income to
Cash provided by operating activities:
Income allocated to Minority Interests............................ 10,472 10,733
Gain on sale of Properties and other.............................. (8,093) (12,053)
Depreciation and amortization expense............................. 18,426 17,475
Equity in income of affiliates and joint ventures................. (1,401) (792)
Amortization of deferred compensation and other................... 1,050 1,193
(Increase) decrease in rents receivable........................... (39) 196
(Increase) in prepaid expenses and other assets................... (575) (2,042)
Increase in accounts payable and accrued expenses................. 1,092 5,160
Increase (decrease) in rents received in advance and security deposits 1,010 (586)
----------------- ----------------
Net cash provided by operating activities............................. 40,720 39,535
----------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Contributions to affiliates........................................... (1,643) (3,787)
Collection of notes receivable........................................ 1,150 1,040
Investment in joint ventures net of distributions received............ 134 (133)
Proceeds from disposition of rental Properties and other assets....... 16,864 44,329
Collection of escrow proceeds, net.................................... --- 10,500
Acquisition of rental Properties...................................... (16,879) (3,474)
Improvements:
Improvements - corporate.......................................... (514) (204)
Improvements - rental properties.................................. (4,286) (2,896)
Site development costs............................................ (4,230) (1,909)
----------------- ----------------
Net cash (used in) provided by investing activities................... (9,404) 43,466
----------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from stock options and employee stock purchase plan...... 4,383 1,932
Distributions to Common Stockholders, Common OP Unitholders and
Perpetual Preferred OP Unitholders................................ (28,564) (28,173)
Repurchase of Common Stock and OP Units............................... --- (22,431)
Collection of principal payments on employee notes.................... 265 278
Line of credit:
Proceeds.......................................................... 23,000 37,000
Repayments........................................................ (27,800) (119,700)
Refinancing - net proceeds............................................ --- 67,352
Principal payments.................................................... (2,030) (2,815)
Debt issuance costs................................................... --- (1,222)
----------------- ----------------
Net cash used in financing activities................................. (30,746) (67,779)
----------------- ----------------
Net increase in cash and cash equivalents.................................. 570 15,222
Cash and cash equivalents, beginning of period............................. 2,847 6,676
----------------- ----------------
Cash and cash equivalents, end of period................................... $ 3,417 $ 21,898
================= ================
SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest................................... $ 26,637 $ 27,602
================= ================
The accompanying notes are an integral part of the financial statements.
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MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DEFINITION OF TERMS:
Capitalized terms used but not defined herein are as defined in the
Company's Annual Report on Form 10-K (the "2000 Form 10-K") for the year ended
December 31, 2000.
PRESENTATION:
These unaudited Consolidated Financial Statements of Manufactured Home
Communities, Inc., a Maryland corporation, and its subsidiaries (collectively,
the "Company"), 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 2000 Form 10-K. The
following Notes to Consolidated Financial Statements highlight significant
changes to the Notes included in the 2000 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 - SIGNIFICANT ACCOUNTING POLICIES
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.
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131") requires
certain disclosures of selected information about operating segments in the
annual financial statements and related disclosures about products and services,
geographic areas, and major customers. The adoption of SFAS No. 131 did not
affect the results of operations or financial position of the Company. The
Company manages operations on a property 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.
NOTE 2 - EARNINGS PER COMMON SHARE
Earnings per common share are based on the weighted average number of common
shares outstanding during each period. 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 stock has no material effect on earnings per common
share.
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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 and six months ended June 30, 2001 and 2000 (amounts
in thousands):
QUARTERS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2001 2000 2001 2000
----------- ----------- ----------- -----------
NUMERATOR:
Numerator for basic earnings per share -
Net income.......................................... $ 6,135 $ 13,921 $ 18,778 $ 20,251
Effect of dilutive securities:
Income allocated to Common OP Units
(net of extraordinary loss of $264 in 2000)........
1,564 3,508 4,846 5,107
----------- ----------- ----------- -----------
Numerator for diluted earnings per share-
income available to common shareholders
after assumed conversions..........................
$ 7,699 $ 17,429 $ 23,624 $ 25,358
=========== =========== =========== ===========
DENOMINATOR:
Denominator for basic earnings per share -
Weighted average Common Stock outstanding........... 20,969 21,871 20,881 22,082
Effect of dilutive securities:
Weighted average Common OP Units.................... 5,481 5,598 5,494 5,618
Employee stock options.............................. 448 340 460 324
----------- ----------- ----------- -----------
Denominator for diluted earnings per share-
adjusted weighted average shares and
assumed conversions................................
26,898 27,809 26,835 28,024
=========== =========== =========== ===========
NOTE 3 - COMMON STOCK AND RELATED TRANSACTIONS
On April 16, 2001 and July 13, 2001, the Company paid a $.445 per share
distribution for the quarter ended March 31, 2001 and June 30, 2001 to
stockholders of record on March 30, 2001 and June 29, 2001, respectively.
NOTE 4 - REAL ESTATE
On January 3, 2001, the Company acquired two Florida communities, totaling
730 sites, for an aggregate purchase price of approximately $16.3 million.
Golden Lakes is a 422-site community in Plant City, near Tampa, Florida and
includes approximately 23 acres for expansion. Chain O' Lakes is a 308-site
community in Grand Island, near Orlando, Florida, and includes a marina with 50
boat docks. The acquisition was funded with a borrowing under the Company's line
of credit.
On February 13, 2001, the Company completed the disposition of the
following seven communities, totaling 1,281 sites, in Kansas, Missouri and
Oklahoma for a total sale price of approximately $19.1 million.
Dellwood Estates.........136 sites
Briarwood................166 sites
Bonner Springs...........211 sites
Carriage Park............143 sites
North Star...............219 sites
Quivira Hills............142 sites
Rockwood.................264 sites
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MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - REAL ESTATE (CONTINUED)
Included in the sales price are proceeds from the sale by Realty Systems,
Inc., an affiliate of the Company, of inventory and notes receivable totaling
$1.7 million. The Company recorded a gain of $8.1 million on the sale of these
Properties. Proceeds from the sale were used to reduce the amounts outstanding
on the Company's line of credit.
Certain costs, including legal costs, relative to efforts by the Company to
effectively change the use and operations of several Properties are currently
recorded 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.
The Company is actively seeking to acquire additional manufactured home
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
manufactured home communities which are subject to satisfactory completion of
the Company's due diligence review.
NOTE 5 - NOTES RECEIVABLE
As of June 30, 2001 and December 31, 2000, the Company had approximately
$3.8 million and $5.0 million in notes receivable, respectively. The Company has
approximately $2.1 million in loans maturing on June 1, 2003, which bear
interest at the rate of approximately 8.4%, and are collateralized by the
property known as Trails West. The Company has approximately $1.7 million in
notes which bear interest at a 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 Voyager and other joint ventures.
NOTE 6 - LONG-TERM BORROWINGS
As of June 30, 2001 and December 31, 2000, the Company had outstanding
mortgage indebtedness of approximately $554.5 million and $556.6 million,
respectively, encumbering 73 of the Company's Properties. As of June 30, 2001
and December 31, 2000, the carrying value of such Properties was approximately
$635 million and $631 million, respectively.
The outstanding mortgage indebtedness consists of:
- - A $265.0 million mortgage note (the "$265 Million Mortgage") collateralized
by 29 Properties beneficially owned by MHC Financing Limited Partnership.
The $265 Million Mortgage has a maturity date of January 2, 2028 and bears
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 recorded net of a hedge of $3.0 million which is being
amortized into interest expense over the life of the loan.
- - A $66.2 million mortgage note (the "College Heights Mortgage")
collateralized by 18 Properties owned in a joint venture formed by the
Company and Wolverine Investors, LLC. The College Heights Mortgage bears
interest at a rate of 7.19% per annum, amortizes beginning July 1, 1999
over 30 years and matures July 1, 2008.
- - A $93.4 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.
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MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - LONG-TERM BORROWINGS (CONTINUED)
- - A $22.7 million mortgage note (the "Bay Indies Mortgage") collateralized by
one Property beneficially owned by MHC-Bay Indies Financing Limited
Partnership. The Bay Indies Mortgage bears interest at a rate of 7.48% per
annum, amortizes beginning August 1, 1994 over 27.5 years and matures July
1, 2004.
- - A $15.6 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%, amortizes beginning August 1,
2000 over 30 years and matures July 1, 2010.
- - Approximately $92.1 million of mortgage debt on 18 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 7.21% to 8.87%. In addition, the Company has a
$2.4 million loan recorded to account for a direct financing lease entered
into in May 1997.
The Company has a $150 million unsecured line of credit with a group of
banks (the "Credit Agreement") bearing interest at the London Interbank Offered
Rate ("LIBOR") plus 1.125%, maturing on August 9, 2003. The Company pays a
quarterly fee on the average unused amount of such credit equal to 0.15% of such
amount. As of June 30, 2001 and December 31, 2000, the Company had $55.1 million
and $59.9 million, respectively, outstanding under the Credit Agreement.
The Company has 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 1.0%.
The Term Loan matures on April 3, 2002.
The Company has approximately $3.2 million of installment notes payable,
secured by a letter of credit, each with an interest rate of 6.5%, maturing
September 1, 2002. Approximately $1.9 million of the notes pay principal
annually and interest quarterly and the remaining $1.3 million of the notes pay
interest only quarterly.
NOTE 7 - STOCK OPTIONS
Pursuant to the Stock Option Plan as discussed in Note 14 to the 2000 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 six months ended June 30, 2001, Options for
158,896 shares of common stock were exercised.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
The residents of DeAnza Santa Cruz Mobile Estates, a Property located in
Santa Cruz, California (the "City") previously brought several actions opposing
certain fees and charges in connection with water service at the Property. The
trial of the ongoing utility charge dispute with the residents of this Property
concluded on January 22, 1999. This summary provides the history and reasoning
underlying the Company's defense of the residents' claims and explains the
Company's decision to continue to defend its position, which the Company
believes is fair and accurate.
DeAnza Santa Cruz Mobile Estates is a 198-site community overlooking the
Pacific Ocean. It is subject to the City's rent control ordinance which limits
annual rent increases to 75% of CPI. The Company purchased this Property in
August 1994 from certain unaffiliated DeAnza entities ("DeAnza").
Prior to the Company's purchase in 1994, DeAnza made the decision to submeter
and separately bill tenants at the Property for both water and sewer in 1993 in
the face of the City's rapidly rising utility costs.
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MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
Under California Civil Code Section 798.41, DeAnza was required to reduce
rent by an amount equal to the average cost of usage over the preceding 12
months. This was done. With respect to water, not looking to submit to
jurisdiction of the California Public Utility Commission ("CPUC"), DeAnza relied
on California Public Utilities Code Section 2705.5 ("CPUC Section 2705.5") to
determine what rates would be charged for water on an ongoing basis without
becoming a public utility. DeAnza and the Company interpreted the statute as
providing that in a submetered mobile home park, the property owner is not
subject to regulation and control of the CPUC so long as the users are charged
what they would be charged by the utility company if users received their water
directly from the utility company. In Santa Cruz, customers receiving their
water directly from the City's water utility were charged a certain lifeline
rate for the first 400 ccfs of water and a greater rate for usage over 400 ccfs
of water, a readiness to serve charge of $7.80 per month and tax on the total.
In reliance on CPUC Section 2705.5, DeAnza implemented its billings on this
schedule notwithstanding that it did not receive the discount for the first 400
ccfs of water because it was a commercial and not a residential customer.
A dispute with the residents ensued over the readiness to serve charge and
tax thereon. The residents argued that California Civil Code Section 798.41
required that the Property owner could only pass through its actual costs of
water (and that the excess charges over the amount of the rent rollback were an
improper rent increase) and that CPUC Section 2705.5 was not applicable. DeAnza
unbundled the utility charges from rent consistent with California Civil Code
Section 798.41 and it has generally been undisputed that the rent rollback was
accurately calculated.
In August 1994, when the Company acquired the Property, the Company
reviewed the respective legal positions of the Santa Cruz Homeowners Association
("HOA") and DeAnza and concurred with DeAnza. Their reliance on CPUC Section
2705.5 made both legal and practical sense in that residents paid only what they
would pay if they lived in a residential neighborhood within the City and
permitted DeAnza to recoup part of the expenses of operating a submetered system
through the readiness to serve charge.
Over a period of 18 months from 1993 into May of 1995, a series of
complaints were filed by the HOA and Herbert Rossman, a resident, against
DeAnza, and later, the Company. DeAnza and the Company demurred to each of these
complaints on the grounds that the CPUC had exclusive jurisdiction over the
setting of water rates and that residents under rent control had to first
exhaust their administrative remedies before proceeding in a civil action. At
one point, the case was dismissed (with leave to amend) on the basis that
jurisdiction was with the CPUC and, at another point, Mr. Rossman was dismissed
from the case because he had not exhausted his administrative remedies.
On June 29, 1995, a hearing was held before a City rent control officer on
billing and submetering issues related to both water and sewer. The Company and
DeAnza prevailed on all issues related to sewer and the rent rollback related to
water, but the hearing officer determined that the Company could only pass
through its actual cost of water, i.e., a prorated readiness to serve charge and
tax thereon. The hearing officer did not deal with the subsidy being given to
residents through the quantity charge and ordered a rebate in a fixed amount per
resident. The Company and DeAnza requested reconsideration on this issue, among
others, which reconsideration was denied by the hearing officer.
The Company then took a writ of mandate (an appeal from an administrative
order) to the Superior Court and, pending this appeal, the residents, the
Company and the City agreed to stay the effect of the hearing officer's decision
until the Superior Court rendered judgment.
In July 1996, the Superior Court affirmed the hearing officer's decision
without addressing concerns about the failure to take the subsidy on the
quantity charge into account.
The Company requested that the City and the HOA agree to a further stay
pending appeal to the court of appeal, but they refused and the appeal court
denied the Company's request for a stay in late November 1996. Therefore, on
January 1, 1997, the Company reduced its water charges at this Property to
reflect a pass-through of only the readiness to serve charge and tax at the
master meter (approximately $0.73) and to eliminate the subsidy on the water
charges.
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MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
On their March 1, 1997 rent billings, residents were credited for amounts
previously "overcharged" for readiness to serve charge and tax. The amount of
the rebate given by the Company and DeAnza was $36,400. In calculating the
rebate, the Company and DeAnza took into account the previous subsidy on water
usage although this issue had not yet been decided by the court of appeal. The
Company and DeAnza felt legally safe in so doing based on language in the
hearing officer's decision that actual costs could be passed through.
On March 12, 1997, the Company also filed an application with the CPUC to
dedicate the water system at this Property to public use and have the CPUC set
cost-based rates for water usage. The Company believed it was obligated to take
this action because of its consistent reliance on CPUC Section 2705.5 as a safe
harbor from CPUC jurisdiction. That is, when the Company could no longer charge
for water as the local serving utility would charge, it was no longer exempt
from the CPUC's jurisdiction and control under CPUC Section 2705.5.
On March 20, 1997, the court of appeal issued the writ of mandate requested
by the Company on the grounds that the hearing officer had improperly calculated
the amount of the rebate (meaning the Company had correctly calculated the rent
credits), but also ruling that the hearing officer was correct when he found
that the readiness to serve charge and tax thereon as charged by DeAnza and the
Company were an inappropriate rent increase. The court of appeal further agreed
with the Company that the City's hearing officer did not have the authority
under California Civil Code Section 798.41 to establish rates that could be
charged in the future.
Following this decision, the CPUC granted the Company its certificate of
convenience and necessity on December 17, 1998 and approved cost-based rates and
charges for water that exceed what residents were paying under the Company's
reliance on CPUC Section 2705.5. Concurrently, the CPUC also issued an Order
Instituting Investigation ("OII") confirming its exclusive jurisdiction over the
issue of water rates in a submetered system and commencing an investigation into
the confusion and turmoil over billings in submetered properties. Specifically,
the OII states: "The Commission has exclusive and primary jurisdiction over the
establishment of rates for water and sewer services provided by private
entities."
Specifically, the CPUC ruling regarding the Company's application stated:
"The ultimate question of what fees and charges may or may not be assessed,
beyond external supplier pass-through charges, for in-park facilities when a
mobile home park does not adhere to the provisions of CPUC Section 2705.5, must
be decided by the Commission."
After the court of appeal decision, the HOA brought all of its members back
into the underlying civil action for the purpose of determining damages,
including punitive damages, against the Company. The trial was continued from
July 1998 to January 1999 to give the CPUC time to act on the Company's
application. Notwithstanding the action taken by the CPUC in issuing the OII in
December 1998, the trial court denied the Company's motion to dismiss on
jurisdictional grounds and trial commenced before a jury on January 11, 1999.
Not only did the trial court not consider the Company's motion to dismiss,
the trial court refused to allow evidence of the OII or the Company's CPUC
approval to go before the jury. Notwithstanding the Company's strenuous
objections, the judge also allowed evidence of the Company's and DeAnza's
litigation tactics to be used as evidence of bad faith and oppressive actions
(including evidence of the application to the CPUC requesting a $22.00 readiness
to serve charge). The Company's motion for a mistrial based upon these
evidentiary rulings was denied. On January 22, 1999, the jury returned a verdict
awarding $6.0 million of punitive damages against the Company and DeAnza. The
Company had previously agreed to indemnify DeAnza on the matter.
11
12
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company has bonded the judgment pending appeal in accordance with
California procedural rules, which require a bond equal to 150% of the amount of
the judgment. Post-judgment interest will accrue at the statutory rate of 10.0%
per annum.
On April 19, 1999, the trial court denied all of the Company's and DeAnza's
post-trial motions for judgement notwithstanding the verdict, new trial and
remittitur. The trial court also awarded $700,000 of attorneys' fees to
plaintiffs. The Company has appealed the jury verdict and attorneys' fees award
(which also accrues interest at the statutory rate of 10.0% per annum) and the
appeal has been fully briefed by both parties. The Company is awaiting
scheduling of oral argument on the appeal.
In two related appeals, the Company had argued that the trial court's
ability to enter an award of attorneys' fees in favor of the HOA and to take
certain other actions was preempted by the exercise of exclusive jurisdiction by
the CPUC over the issue of how to set rates for water in a submetered mobile
home park. During 2000, the California court of appeal rejected the Company's
preemption argument with respect to these prior rulings in favor of plaintiffs,
one of which had awarded plaintiffs approximately $100,000 of attorneys' fees.
The California Supreme Court declined to accept the case for review and the
Company paid the judgment, including post-judgment interest thereon, and settled
the matter for approximately $200,000 late in 2000.
The jury verdict appeal also raises a similar jurisdictional argument as
well as several other arguments for reversal or reduction of the punitive damage
award or for a new trial. An important distinction between the appellate ruling
in 2000 and the preemption issue as it is presented on appeal in the jury
verdict case is that the preemption argument rejected was "retroactive" while
the preemption issue remaining on appeal is prospective. One of the other
arguments raised by the Company in the jury verdict appeal is that punitive
damages are not available in a case brought under Section 798.41 of the
California Mobilehome Residency Law ("MRL") since the MRL contains its own
penalty provisions. Although no assurances can be given, the Company believes
the appeal will be successful.
Subsequently, in December 2000 the HOA and certain individual residents of
the Property filed a complaint in the Superior Court of California, County of
Santa Cruz (No. CV 139825) against the Company, certain affiliates of the
Company and certain employees of the Company. The new lawsuit seeks damages,
including punitive damages, for intentional infliction of emotional distress,
unfair business practices, and unlawful retaliation purportedly arising from
allegedly retaliatory rent increases which were noticed by the Company to
certain residents in September 2000. The Company believes that the residents who
received rent increase notices with respect to rent increases above those
permitted by the local rent control ordinance were not covered by the ordinance
either because they did not comply with the provisions of the ordinance or
because they are exempted by state law. On December 29, 2000, the Superior Court
of California, County of Santa Cruz enjoined such rent increases. The Company
intends to vigorously defend the matter, which is scheduled to go to trial in
the fall of 2001.
Ellenburg Communities
The Company and certain other parties entered into a settlement agreement,
which was approved by the 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.
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 has appealed. This appeal was not
resolved by the Settlement. The Company believes Fund 20's allegations are
without merit and will vigorously defend itself.
12
13
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
Candlelight Properties, L.L.C
In 1996, 1997 and 1998, the Lending Partnership made loans to Candlelight
Properties, L.L.C. ("Borrower") in the aggregate principal amount of $8,050,000
(collectively, the "Loan"). The Loan is secured by a mortgage on Candlelight
Village ("Candlelight"), a Property in Columbus, Indiana, and is guaranteed by
Ronald E. Farren ("Farren"), the 99% owner of Borrower. Candlelight's rental
revenues and operating costs are included with the Company's rental revenues and
operating costs for financial reporting purposes. Concurrently with the funding
of the Loan, Borrower granted the Operating Partnership the option to acquire
Candlelight upon the maturity of the Loan. The Operating Partnership notified
Borrower that it was exercising its option to acquire Candlelight in March 1999,
and the Loan subsequently matured on May 3, 1999. However, Borrower failed to
repay the Loan and refused to convey Candlelight to the Operating Partnership.
Borrower filed suit in the Circuit Court of Bartholomew County, Indiana
("Trial Court") on May 5, 1999, seeking declaratory judgment on the validity of
the exercise of the option. The Lending Partnership filed suit in the Trial
Court the next day, seeking to foreclose its mortgage, and the suits were
consolidated (collectively, the "State Court Litigation") by the Trial Court.
The Trial Court issued an Order on December 1, 1999, finding, among other
things, that the Operating Partnership had validly exercised the option. Both
parties filed motions to correct errors in the Order, and on May 15, 2000, the
Trial Court issued judgments against Borrower and Farren and in favor of the
Operating Partnership in the option case and the Lending Partnership in the
foreclosure case. Borrower and Farren appealed both judgments, and the Trial
Court stayed the judgments pending such appeals.
On May 29, 2001, the Indiana Court of Appeals ("Appellate Court") reversed
the judgment in the option case, holding that the Trial Court improperly
determined that the Operating Partnership validly exercised its option to
purchase Candlelight. Also on May 29, 2001, the Appellate Court reversed the
Trial Court's judgment in the foreclosure case and remanded the foreclosure case
to the Trial Court "for further proceedings to reach an equitable decision
consistent with this opinion". On July 16, 2001, the Appellate Court denied a
petition for rehearing filed by the Operating Partnership and the Lending
Partnership. The Operating Partnership and the Lending Partnership intend to
continue vigorously pursuing this matter.
On May 3, 2000, Hanover Group, Inc. ("Hanover") and Farren filed suit
against the Company and certain executive and senior officers of the Company in
the United States District Court for the Southern District of Indiana,
Indianapolis Division. The complaint alleges violations of securities laws and
fraud arising from the loan transaction being litigated in the State Court
Litigation and seeks damages, including treble damages. The Company believes
that the complaint is related to rulings made by the Trial Court and is without
merit. The Company has filed a motion for judgment on the pleadings (which has
been fully briefed), and will continue to vigorously defend itself and the
officers of the Company.
On May 24, 2000, Hanover and Farren filed suit against the Operating
Partnership in the Superior Court of Marion County, Indiana. The complaint seeks
declaratory relief and specific performance with respect to the Operating
Partnership's alleged obligation to reconvey to Hanover the Operating
Partnership's 1% ownership interest in Borrower. The Company believes that the
complaint is related to rulings made by the Trial Court and is without merit.
The parties have agreed to a stay in this proceeding pending the outcome of the
appeals in the State Court Litigation.
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.
13
14
MANUFACTURED HOME COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - SUBSEQUENT EVENTS
On August 3, 2001, the Company entered into a mortgage financing agreement
for $50,000,000. The mortgage bears an interest rate of 6.98% per annum and
matures on August 1, 2011. Proceeds from the financing were used to retire
mortgages that were maturing and to reduce amounts outstanding on the Company's
line of credit.
14
15
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 six months ended June 30, 2001 compared to the corresponding periods
in 2000. It should be read in conjunction with the Consolidated Financial
Statements and Notes thereto included herein and the 2000 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 or sold since January 1,
2000. 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 ("RV") Properties which,
together, are referred to as the "Non-Core" Properties.
PROPERTY TRANSACTION DATE SITES
-------- ---------------- ------
TOTAL SITES AS OF JANUARY 1, 2001......................... 54,002
ACQUISITIONS:
Golden Lakes.......................................... January 3, 2001 422
Chain O'Lakes......................................... January 3, 2001 308
EXPANSION SITE DEVELOPMENT:
Sites added in 2000................................... 108
Sites added in 2001................................... 145
DISPOSITIONS:
FFEC-Six (water and wastewater service company)....... February 29, 2000 ---
Mesa Regal RV Resort.................................. May 22, 2000 (2,005)
Naples Estates........................................ May 22, 2000 (484)
Mon Dak............................................... May 22, 2000 (219)
Dellwood Estates...................................... February 13, 2001 (136)
Briarwood............................................. February 13, 2001 (166)
Bonner Springs........................................ February 13, 2001 (211)
Carriage Park......................................... February 13, 2001 (143)
North Star............................................ February 13, 2001 (219)
Quivira Hills......................................... February 13, 2001 (142)
Rockwood.............................................. February 13, 2001 (264)
------
TOTAL SITES AS OF JUNE 30, 2001.................................................. 50,996
======
15
16
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
COMPARISON OF THE QUARTER ENDED JUNE 30, 2001 TO THE QUARTER ENDED JUNE 30, 2000
Since December 31, 1999, the gross investment in real estate has decreased
from $1,264 million to $1,225 million as of June 30, 2001. The total number of
sites owned or controlled has decreased from 54,002 as of December 31, 1999 to
50,996 as of June 30, 2001.
The following table summarizes certain financial and statistical data for
the Core Portfolio and the Total Portfolio for the quarters ended June 30, 2001
and 2000.
CORE PORTFOLIO TOTAL PORTFOLIO
------------------------------------------------ --------------------------------------------
INCREASE/ % INCREASE/ %
(dollars in thousands) 2001 2000 (DECREASE) CHANGE 2001 2000 (DECREASE) CHANGE
----------- ----------- ------------ ----------- ----------- ----------- ------------ -------
Base rental income............... $ 48,252 $ 46,088 $ 2,164 4.7% $ 48,770 $ 47,249 $ 1,521 3.2%
Utility and other income......... 5,407 4,494 913 20.3% 6,620 6,207 413 6.7%
Equity in income of affiliates... --- --- --- --- 654 642 12 1.9%
Interest income.................. --- --- --- --- 174 173 1 0.6%
----------- ----------- ------------ ----------- ----------- ----------- ------------ -------
Total revenues.............. 53,659 50,582 3,077 6.1% 56,218 54,271 1,947 3.6%
Property operating and
maintenance................. 14,455 13,179 1,276 9.7% 15,351 14,411 940 6.5%
Real estate taxes................ 4,264 4,208 56 1.3% 4,429 4,363 66 1.5%
Property management.............. 2,215 2,064 151 7.3% 2,267 2,171 96 4.4%
General and administrative....... --- --- --- --- 1,857 1,834 23 1.3%
----------- ----------- ------------ ----------- ----------- ----------- ------------ -------
Total operating expenses.... 20,934 19,451 1,483 7.6% 23,904 22,779 1,125 4.9%
----------- ----------- ------------ ----------- ----------- ----------- ------------ -------
Income from operations before
interest, depreciation and
amortization expenses....... 32,725 31,131 1,594 5.1% 32,314 31,492 822 2.6%
Interest and related amortization --- --- --- --- 12,905 13,154 (249) (1.9%)
Depreciation on corporate assets --- --- --- --- 310 277 33 11.9%
Property depreciation and other 7,983 8,017 34 0.4% 8,587 8,567 20 0.2%
----------- ----------- ------------ ----------- ----------- ----------- ------------ -------
Income from operations(1)... 24,742 23,114 1,628 7.0% 10,512 9,494 1,018 10.7%
=========== =========== ============ =========== =========== =========== ============ =======
Site and Occupancy Information(2):
Average total sites.............. 45,565 45,411 154 0.3% 46,296 47,122 (826) (1.8%)
Average occupied sites........... 42,943 42,825 118 0.2% 43,605 44,397 (792) (1.8%)
Occupancy %...................... 94.2% 94.3% (0.1%) (0.1%) 94.2% 94.2% 0.0% 0.0%
Monthly base rent per site....... $ 374.76 $ 358.73 $ 16.03 4.5% $ 373.03 $ 354.76 $ 18.27 5.1%
Total sites
as of June 30,.............. 45,596 45,411 185 0.4% 46,296 46,692 (396) (0.8%)
Total occupied sites
as of June 30,.............. 42,935 42,845 90 0.2% 43,605 44,000 (395) (0.9%)
(1) Income from operations for the Core Portfolio does not include an
allocation of income from affiliates, interest income, corporate general
and administrative expense, interest expense and related amortization or
depreciation on corporate assets.
(2) Site and occupancy information does not include the five Properties owned
through joint ventures or the three RV properties.
16
17
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
Revenues
The 4.7% increase in base rental income for the Core Portfolio reflects a
4.5% increase in monthly base rent per site coupled with a 0.2% increase in
average occupied sites. The 3.2% increase in base rental income for the Total
Portfolio reflects the increase for the Core Portfolio and the acquisition and
disposition of Non-Core Properties. The increase in utility and other income for
the Core Portfolio is due primarily to increases in pass through items such as
utilities and real estate taxes - which resulted from higher expenses for these
items. The increase in utility and other income for the Total Portfolio reflects
the increase for the Core Portfolio and the acquisition and disposition of
Non-Core Properties.
Interest income increased due to higher weighted average outstanding notes
receivable balances and lower weighted average interest rates during the period.
Short-term investments had average balances for the quarters ended June 30, 2001
and 2000 of approximately $1.5 million and $858,000, respectively, which earned
interest income at an effective rate of 3.8% and 5.6% per annum, respectively.
Operating Expenses
The increase in property operating and maintenance expense for the Core
Portfolio is due primarily to increases in utility expenses generally passed
through and included in utility income. Expenses for the Core Portfolio also
reflect increases in repairs and maintenance expense, payroll and insurance
expenses and other expenses. The increase in Core Portfolio real estate taxes is
due to higher property assessments on certain Properties. The increase in Total
Portfolio property operating and maintenance expense and real estate taxes is
also impacted by acquisition and disposition of Non-Core Properties. The
increase in property management expense for the Core Portfolio, which reflects
costs of managing the Properties and is estimated based on a percentage of
Property revenues, is due primarily to management staffing changes.
General and administrative expenses decreased primarily due to the timing
of payments for certain public company costs and decreased professional fees.
Interest and related amortization decreased due to lower weighted average
outstanding debt balances and lower weighted average interest rates during the
period. The weighted average outstanding debt balances for the quarters ended
June 30, 2001 and 2000 were $716.2 million and $727.0 million, respectively. The
effective interest rate was 7.15% and 7.36% per annum for the quarters ended
June 30, 2001 and 2000, respectively.
Depreciation on corporate assets increased slightly due to fixed asset
additions related to information and communication systems. Depreciation on real
estate assets and other costs increased due primarily to the acquisition of
Non-Core Properties.
17
18
MANUFACTURED HOME COMMUNITIES, INC.
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2001 TO THE SIX MONTHS ENDED JUNE
30, 2000
The following table summarizes certain financial and statistical data for
the Core Portfolio and the Total Portfolio for the six months ended June 30,
2001 and 2000.
CORE PORTFOLIO TOTAL PORTFOLIO
----------------------------------------------- ---------------------------------------------
(dollars in thousands) INCREASE/ % INCREASE/ %
2001 2000 (DECREASE) CHANGE 2001 2000 (DECREASE) CHANGE
----------- ----------- ------------ ---------- ----------- ----------- ------------ -------
Base rental income............... $ 96,380 $ 92,045 $ 4,335 4.7% $ 97,783 $ 94,558 $ 3,225 3.4%
Utility and other income......... 10,928 9,186 1,742 19.0% 14,902 15,604 (702) (4.5%)
Equity in income of affiliates... --- --- --- --- 677 792 (115) (14.5%)
Interest income.................. --- --- --- --- 388 464 (76) (16.4%)
----------- ----------- ------------ ---------- ----------- ----------- ------------ --------
Total revenues.............. 107,308 101,231 6,077 6.0% 113,750 111,418 2,332 2.1%
Property operating and
maintenance................. 29,350 26,746 2,604 9.7% 31,344 29,818 1,526 5.1%
Real estate taxes................ 8,691 8,349 342 4.1% 9,031 8,687 344 4.0%
Property management.............. 4,342 4,205 137 3.3% 4,514 4,560 (46) (1.0%)
General and administrative....... --- --- --- --- 3,513 3,660 (147) (4.0%)
----------- ----------- ------------ ---------- ----------- ----------- ------------ --------
Total operating expenses.... 42,383 39,300 3,083 7.8% 48,402 46,725 1,677 3.6%
----------- ----------- ------------ ---------- ----------- ----------- ------------ --------
Income from operations before
interest, depreciation and
amortization expenses....... 64,925 61,931 (2,994) 4.8% 65,348 64,693 655 1.0%
Interest and related amortization --- --- --- --- 26,311 26,485 (174) (0.7%)
Depreciation on corporate assets --- --- --- --- 614 548 66 12.0%
Property depreciation and other 17,270 15,896 1,374 8.6% 17,266 17,424 (158) (0.9%)
----------- ----------- ------------ ---------- ----------- ----------- ------------ --------
Income from operations (1).. 47,655 46,035 1,620 3.5% 21,157 20,236 921 4.6%
=========== =========== ============ ========== =========== =========== ============ ========
Site and Occupancy Information (2):
Average total sites.............. 45,517 45,387 130 0.3% 46,462 47,206 (744) (1.6%)
Average occupied sites........... 43,047 42,819 228 0.5% 43,911 44,496 (585) (1.3%)
Occupancy %...................... 94.6% 94.3% 0.3% 0.3% 94.5% 94.3% 0.2% 0.2%
Monthly base rent per site....... $ 373.27 $ 358.27 $ 15.00 4.2% $ 371.25 $ 354.19 $ 17.06 4.8%
(1) Income from operations for the Core Portfolio does not include an
allocation of income from affiliates, interest income, corporate general
and administrative expense, interest expense and related amortization or
depreciation on corporate assets.
(2) Site and occupancy information does not include the five Properties owned
through joint ventures or the three RV properties.
18
19
MANUFACTURED HOME COMMUNITIES, INC.
RESULTS OF OPERATIONS (CONTINUED)
Revenues
The 4.7% increase in base rental income for the Core Portfolio reflects a
4.2% increase in monthly base rent per site coupled with a 0.5% increase in
average occupied sites. The 3.4% increase in base rental income for the Total
Portfolio reflects the increase for the Core Portfolio and the acquisition and
disposition of Non-Core Properties. The increase in utility and other income for
the Core Portfolio is due primarily to increases in pass through items such as
utilities and real estate taxes - which resulted from higher expenses for these
items. The decrease in utility and other income for the Total Portfolio reflects
the disposition of Non-Core Properties partially offset by the increase for the
Core Portfolio.
Interest income decreased due to lower notes receivable and short-term
investments. Short-term investments had average balances for the six months
ended June 30, 2001 and 2000 of approximately $1.9 million and $2.5 million,
respectively, which earned interest income at an effective rate of 4.8% and 5.6%
per annum, respectively.
Operating Expenses
The increase in property operating and maintenance expense for the Core
Portfolio is due primarily to increases in utility expenses generally passed
through and included in utility income. Expenses for the Core Portfolio also
reflect increases in repairs and maintenance expense, payroll and insurance
expenses and other expenses. The increase in Core Portfolio real estate taxes is
due to higher property assessments on certain Properties. The increase in Total
Portfolio property operating and maintenance expense and real estate taxes is
also impacted by acquisition and disposition of Non-Core 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,
increased. The increase is due primarily to management payroll.
General and administrative expenses decreased primarily due to the timing
of payments for certain public company costs and decreased professional fees.
Interest and related amortization decreased due to lower weighted average
interest rates during the period, slightly offset by higher weighted average
outstanding debt balances. The weighted average outstanding debt balances for
the six months ended June 30, 2001 and 2000 were $720.6 million and $716.4
million, respectively. The effective interest rate was 7.2% and 7.4% per annum
for the six months ended June 30, 2001 and 2000, respectively.
Depreciation on corporate assets increased slightly due to fixed asset
additions related to information and communication systems. Depreciation on real
estate assets and other costs increased due primarily to the acquisition of
Non-Core Properties.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY
As of June 30, 2001, the Company had $3.4 million in cash and cash
equivalents and $94.9 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.
19
20
MANUFACTURED HOME COMMUNITIES, INC.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
On April 16, 2001 and July 13, 2001, the Company paid a $.445 per share
distribution for the quarters ended March 30, 2001 and June 30, 2001, to
stockholders of record on March 30, 2001 and June 29, 2001, respectively. 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 30, 2001 and June 29,
2001.
MORTGAGES AND CREDIT FACILITIES
During the six months ended June 30, 2001 the Company borrowed $23.0
million on its line of credit and paid down $27.8 million on the line of credit.
The line of credit bears interest at a rate of LIBOR plus 1.125%.
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,
limitations on certain holdings and other restrictions.
ACQUISITIONS, DISPOSITIONS AND INVESTMENTS
On January 3, 2001, the Company acquired two Florida communities, totaling
730 sites, for an aggregate purchase price of approximately $16.3 million.
Golden Lakes is a 422-site community in Plant City, near Tampa, Florida and
includes approximately 23 acres for expansion. Chain O' Lakes is a 308-site
community in Grand Island, near Orlando, Florida, and includes a marina with 50
boat docks. The acquisition was funded with a borrowing under the Company's line
of credit.
On February 13, 2001, the Company completed the disposition of seven
communities, totaling 1,281 sites, in Kansas, Missouri and Oklahoma for a total
sale price of approximately $19.1 million. A gain of $8.1 million was recorded
in other income on the accompanying consolidated statements of operations.
Included in the sales price are proceeds from the sale by Realty Systems, Inc.,
an affiliate of the Company, of inventory and notes receivable totaling $1.7
million. Proceeds from the sale were used to reduce the amount outstanding on
the Company's line of credit.
CAPITAL IMPROVEMENTS
Capital expenditures for improvements are identified by the Company as
recurring capital expenditures ("Recurring CapEx"), site development costs and
corporate headquarters costs. Recurring CapEx was approximately $4.3 million for
the six months ended June 30, 2001. Site development costs were approximately
$4.2 million for the six months ended June 30, 2001, and represent costs to
develop expansion sites at certain of the Company's Properties.
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.
20
21
MANUFACTURED HOME COMMUNITIES, INC.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
FUNDS FROM OPERATIONS
Funds From Operations ("FFO") was redefined by the National Association of
Real Estate Investment Trusts ("NAREIT") in October 1999, effective January 1,
2000, 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's computations.
Funds available for distribution ("FAD") is defined as FFO less non-revenue
producing capital expenditures and amortization payments on mortgage loan
principal. The Company believes that FFO and FAD are 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, they
provide investors an understanding of the ability of the Company to incur and
service debt and to make capital expenditures. FFO and FAD in and of themselves
do 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 are not
necessarily indicative of cash available to fund cash needs.
The following table presents a calculation of FFO and FAD for the quarters
and six months ended June 30, 2001 and 2000 (amounts in thousands):
QUARTERS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -------------------
2001 2000 2001 2000
------- -------- -------- -------
COMPUTATION OF FUNDS FROM OPERATIONS:
Income before extraordinary loss on early
extinguishment of debt .............................. $ 6,135 $ 14,962 $ 18,778 $ 21,292
Income allocated to Common OP Units ................. 1,564 3,772 4,846 5,371
Depreciation on real estate assets and other costs .. 8,587 8,567 17,266 17,424
Gain on sale of property and other .................. -- (12,053) (8,093) (12,053)
-------- -------- -------- --------
Funds from operations ............................ $ 16,286 $ 15,248 $ 32,797 $ 32,034
======== ======== ======== ========
Weighted average Common Stock outstanding - diluted . 26,898 27,809 26,835 28,024
======== ======== ======== ========
COMPUTATION OF FUNDS AVAILABLE FOR DISTRIBUTION:
Funds from operations ............................... $ 16,286 $ 15,248 $ 32,798 $ 32,034
Non-revenue producing improvements to real estate ... (3,290) (2,031) (4,286) (2,732)
-------- -------- -------- --------
Funds available for distribution ................. $ 12,996 $ 13,217 $ 28,512 $ 29,302
======== ======== ======== ========
Weighted average Common Stock outstanding - diluted . 26,898 27,809 26,835 28,024
======== ======== ======== ========
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MANUFACTURED HOME COMMUNITIES, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's earnings are affected by changes in interest rates, as a
portion of the Company's outstanding indebtedness is at variable rates based on
LIBOR. The Company's $150 million line of credit ($55.1 million outstanding at
June 30, 2001) bears interest at LIBOR plus 1.125% and the Company's $100
million Term Loan bears interest at LIBOR plus 1.0%. If LIBOR
increased/decreased by 1.0% during the quarter ended June 30, 2001, interest
expense for the quarter would have increased/decreased by approximately $394,000
based on the combined average balance outstanding under the Company's line of
credit and Term Loan during the period.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and
Hedging Activities". SFAS No. 133 permits early adoption as of the beginning of
any fiscal quarter after its issuance. In June 1999, the FASB issued Statement
No. 137 which deferred the effective date of SFAS No. 133 to all fiscal quarters
for fiscal years beginning after June 15, 2000. The Company adopted SFAS No. 133
on January 1, 2001. SFAS No. 133 requires the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets,
liabilities or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
Company has determined that SFAS No. 133 currently has no significant effect on
the earnings and financial position of the Company.
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MANUFACTURED HOME COMMUNITIES, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
(see Note 8 of the Consolidated Financial Statements contained herein)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
None.
(b) Reports on Form 8-K:
None.
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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/ John M. Zoeller
-------------------------------------
John M. Zoeller
Vice President, Treasurer and
Chief Financial Officer
BY: /s/ Mark Howell
-------------------------------------
Mark Howell
Principal Accounting Officer and
Assistant Treasurer
DATE: August 10, 2001
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