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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
JANUARY 27, 2004
(Date of Report)
MANUFACTURED HOME COMMUNITIES, INC.
(Exact name of registrant as specified in its Charter)
1-11718
(Commission File No.)
MARYLAND 36-3857664
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 279-1400
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The information contained in the attached exhibit is unaudited and
should be read in conjunction with the Registrant's annual and quarterly reports
filed with the Securities and Exchange Commission.
Exhibit 99.1 Manufactured Home Communities, Inc. press release
dated January 27, 2004 "MHC Reports Fourth Quarter
Results".
ITEM 9. REGULATION FD DISCLOSURE
On January 27, 2004, Manufactured Home Communities, Inc. issued a press
release announcing its results of operations for the quarter and year ended
December 31, 2004. This information is furnished as Exhibit 99.1 pursuant to
Item 12. Disclosure of Results of Operations and Financial Condition, under Item
9 of Form 8-K in accordance with interim guidance provided by the Securities and
Exchange Commission in Release No. 33-8216 issued March 27, 2003.
SIGNATURE
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/ THOMAS P. HENEGHAN
------------------------------------
Thomas P. Heneghan
Chief Executive Officer
BY: /s/ MICHAEL BERMAN
-----------------------------------
Michael Berman
Vice President and
Chief Financial Officer
DATE: January 27, 2004
EXHIBIT 99.1
CONTACT: Michael Berman FOR IMMEDIATE RELEASE
(312) 279-1496 January 27, 2004
MHC REPORTS FOURTH QUARTER RESULTS
ACQUISITION PROGRAM MOVES FORWARD
CHICAGO, IL - JANUARY 27, 2004-- Manufactured Home Communities, Inc.
(NYSE: MHC) today announced results for the quarter and year ended December 31,
2003.
For the fourth quarter of 2003, Funds From Operations (FFO) were $9.7
million or $.34 per share on a fully diluted basis compared to $17.4 million or
$.63 per fully diluted share in the same period in 2002. FFO for the fourth
quarter of 2003 and for the year ended December 31, 2003 were reduced by
approximately $0.29 per share as a result of the Company's $502 million
recapitalization. Fourth quarter property operating revenues were $57.8 million
compared to $55.8 million in the fourth quarter of 2002. For the fourth quarter
of 2003, average occupancy was 90.3 percent and average monthly base rent per
site for the Core Portfolio was $425.48, up 4.9 percent from $405.57 in the same
period last year.
For the year ended December 31, 2003, FFO were $60.8 million or $2.17
per share on a fully diluted basis compared to $68.4 million or $2.48 per fully
diluted share in the same period in 2002. Property operating revenues for the
year ended December 31, 2003 were $228.8 million compared to $223.5 million for
the same period of 2002. For the year ended December 31, 2003, average occupancy
was 91.2 percent and average monthly base rent per site for the Core Portfolio
was $421.49, up 5.1 percent from $401.11 in the same period last year. For the
year ended December 31, 2003 the Company had 458 new home sales, a 9 percent
increase over the year ended December 31, 2002.
Net income (loss) available to common stockholders totaled ($268,000)
or ($.01) per fully diluted share for the quarter ended December 31, 2003. This
compares to the net income available to
common stockholders of $16.2 million or $.73 per fully diluted share in the
fourth quarter of 2002. Net income available to common stockholders totaled $27
million or $1.20 per fully diluted share for the year ended December 31, 2003
compared to $36.4 million or $1.64 per fully diluted share for the year ended
December 31, 2002. See the attachment to this press release for a reconciliation
of FFO and FFO per share to net income and net income per share, respectively,
the most directly comparable GAAP measures.
The Company's cash balance as of January 20, 2004 after the payment of
the $8.00 per share special dividend was $97.5 million. The Company has $110
million of availability under its line of credit.
MHC's management projects continued growth in 2004 Core property
performance. Core base rent rate growth is expected to be approximately 4
percent. Core portfolio operating expenses are expected to grow in excess of CPI
due to increases in insurance, real estate taxes and utility expenses. These
projections would result in Core NOI growth of approximately 2.5 percent.
Results for 2004 will be impacted by 1) acquisitions and investments as
more fully described below, 2) continued competitive housing options and new
home sales initiatives impacting occupancy levels at certain communities, and 3)
variability in income from home sales operations.
Based upon these factors and prior to the impact of the acquisition
program, if any, discussed below, MHC continues to project that fully diluted
FFO per share will range between $1.70 and $1.75 for the year ended December 31,
2004. Any impact from its acquisition program will increase this expected
result.
ACQUISITION PROGRAM
The Company expects to invest in 37 manufactured home and park model
resort communities with an equity investment of approximately $140 million with
an anticipated equity return of approximately 8.0%.
In aggregate, these acquisitions and investments will add 37 properties
containing 17,040 sites to the Company's existing portfolio. Of these totals, 14
properties containing 7,444 sites are located in Arizona, 12 properties
containing 4,612 sites are located in Florida and 11 properties containing 4,984
sites are located in East Coast and Midwest locations. The properties also
contain over 2,000 expansion sites. Approximately 70% of the properties are park
model or "village" resorts. These properties are generally highly amenitized
resorts that are focused on providing sites for the placement of factory built
park model homes, as well as sites for recreational vehicle owners.
The Company expects to close a substantial portion of this activity by
June 30, 2004. If all of the investments and acquisitions were completed, pro
forma annualized fully diluted FFO from this activity would add in excess of
$0.30 per share. There can be no assurances that any of the acquisitions will be
completed, or completed by June 30, 2004.
Commented MHC's CEO and President Thomas P. Heneghan, "We are extremely
pleased with the success of the acquisition program. At the time of its initial
public offering in February, 1993, the Company had 41 properties and 12,312
sites. Approximately 30% of the Company's assets were age-qualified communities.
On a pro forma basis for the acquisition program, the Company would have an
interest in 177 properties with over 67,000 sites. The core retirement markets
of Florida and Arizona would represent almost 60% of our total sites."
PRO FORMA
1993 ACQUISITION PROGRAM
-------- -------------------
Properties 41 177
Sites 12,312 67,847
FFO per Share $1.11 $2.00 - $2.05
The forward-looking statements contained in this news release are
subject to certain risks and uncertainties including, but not limited to, the
Company's ability to maintain rental rates and occupancy with respect to
properties currently owned or pending acquisitions; the Company's assumptions
about rental and home sales markets; the completion of pending acquisitions and
timing with respect thereto; the effect of interest rates as well as other risks
indicated from time to time in the Company's filings with the Securities and
Exchange Commission. The Company assumes no obligation to update or supplement
forward-looking statements that become untrue because of subsequent events.
Manufactured Home Communities, Inc. owns or has an interest in 144
quality communities in 21 states consisting of 52,754 sites. MHC is a
self-administered, self-managed, real estate investment trust (REIT) with
headquarters in Chicago.
A live webcast of the Company's conference call discussing these
results will be available via the Company's website in the Investor Info section
at www.mhchomes.com at 10:00 a.m. Central today.
###
TABLES FOLLOW
MANUFACTURED HOME COMMUNITIES, INC.
SELECTED FINANCIAL DATA
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
QUARTERS ENDED TWELVE MONTHS ENDED
DEC. 31, DEC. 31, DEC. 31, DEC. 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
PROPERTY OPERATIONS:
Community base rental income ........................ $ 49,243 $ 47,576 $ 196,919 $ 194,640
Resort base rental income ........................... 3,704 3,722 11,780 9,146
Utility and other income ............................ 4,823 4,533 20,150 19,684
---------- ---------- ---------- ----------
Property operating revenues ...................... 57,770 55,831 228,849 223,470
Property operating and maintenance .................. 16,170 15,781 64,996 62,843
Real estate taxes ................................... 4,956 4,473 18,917 17,827
Property management ................................. 2,381 2,289 9,373 9,292
---------- ---------- ---------- ----------
Property operating expenses ...................... 23,507 22,543 93,286 89,962
---------- ---------- ---------- ----------
Income from property operations .................. 34,263 33,288 135,563 133,508
HOME SALES OPERATIONS:
Gross revenues from inventory home sales ............ 11,548 11,761 36,606 33,537
Cost of inventory home sales ........................ (10,027) (10,124) (31,767) (27,183)
---------- ---------- ---------- ----------
Gross profit from inventory home sales ........... 1,521 1,637 4,839 6,354
Brokered resale revenues, net ....................... 402 358 1,724 1,592
Home selling expenses ............................... (1,916) (1,608) (7,360) (7,664)
Ancillary services revenues, net .................... 198 (84) 216 522
---------- ---------- ---------- ----------
Income (loss) from home sales and other .......... 205 303 (581) 804
OTHER INCOME AND EXPENSES:
Interest income ..................................... 935 244 1,695 967
Other corporate income .............................. 435 399 2,065 1,277
General and administrative .......................... (2,101) (2,277) (8,060) (8,192)
---------- ---------- ---------- ----------
Operating income (EBITDA) ........................ 33,737 31,957 130,682 128,364
Interest and related amortization ................... (20,950) (12,336) (58,402) (50,729)
Income from discontinued operations ................. -- 911 1,043 3,286
Depreciation on corporate assets .................... (310) (320) (1,240) (1,277)
Income allocated to Preferred OP Units .............. (2,813) (2,813) (11,252) (11,252)
---------- ---------- ---------- ----------
FUNDS FROM OPERATIONS (FFO) ...................... $ 9,664 $ 17,399 $ 60,831 $ 68,392
Depreciation on real estate and other costs ......... (9,997) (9,046) (38,169) (36,035)
Gain on sale of properties .......................... -- 11,744 10,826 13,014
(Income) loss allocated to Common OP Units .......... 65 (3,917) (6,474) (8,926)
---------- ---------- ---------- ----------
NET INCOME (LOSS) ................................ $ (268) $ 16,180 $ 27,014 $ 36,445
========== ========== ========== ==========
NET INCOME (LOSS) PER COMMON SHARE - BASIC ............ $ (.01) $ .74 $ 1.22 $ 1.69
NET INCOME (LOSS) PER COMMON SHARE - FULLY DILUTED .... $ (.01) $ .73 $ 1.20 $ 1.64
---------- ---------- ---------- ----------
FFO PER COMMON SHARE - BASIC .......................... $ .35 $ .64 $ 2.22 $ 2.53
FFO PER COMMON SHARE - FULLY DILUTED .................. $ .34 $ .63 $ 2.17 $ 2.48
---------- ---------- ---------- ----------
Average Common Shares - Basic ......................... 22,247 21,794 22,077 21,617
Average Common Shares and OP Units - Basic ............ 27,568 27,163 27,419 27,020
Average Common Shares and OP Units - Fully Diluted .... 28,276 27,678 28,002 27,632
---------- ---------- ---------- ----------
MANUFACTURED HOME COMMUNITIES, INC.
(UNAUDITED)
SELECTED BALANCE SHEET DATA: AS OF AS OF
DECEMBER 31, DECEMBER 31,
2003 2002
------------ ------------
(amounts in (amounts in
000's) 000's)
Total real estate, net......................... $ 1,042,599 $ 1,057,909
Cash and cash equivalents...................... $ 325,740 $ 7,270
Total assets................................... $ 1,473,610 $ 1,162,850
Mortgage notes payable......................... $ 1,076,183 $ 575,370
Unsecured debt................................. $ 113 $ 184,863
Total liabilities.............................. $ 1,341,963 $ 816,730
Minority interest.............................. $ 126,551 $ 168,501
Total shareholder's equity..................... $ 5,096 $ 177,619
TOTAL SHARES AND OP UNITS OUTSTANDING: AS OF AS OF
DECEMBER 31, DECEMBER 31,
2003 2002
------------ ------------
Total Common Shares Outstanding................ 22,563,348 22,093,240
Total Common OP Units Outstanding.............. 5,312,387 5,359,927
MANUFACTURED HOME ("COMMUNITY") AND AS OF AS OF
PARK MODEL / RECREATIONAL VEHICLE ("RESORT") DECEMBER 31, DECEMBER 31,
SITE TOTALS: 2003 2002
------------ ------------
Community Sites Owned and Operated............. 43,143 43,906
Community Sites Owned in Joint Ventures........ 1,521 1,521
Resort Sites Owned and Operated................ 7,041 6,155
------------ ------------
TOTAL SITES............................... 51,705 51,582
MANUFACTURED HOME SITE AND QUARTERS ENDED TWELVE MONTHS ENDED
OCCUPANCY AVERAGES: DEC. 31, DEC. 31, DEC. 31, DEC. 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Total Sites ................................... 43,143 42,753 43,134 43,627
Occupied Sites ................................ 39,016 39,417 39,363 40,467
Occupancy % ................................... 90.4% 92.2% 91.3% 92.8%
Monthly Base Rent Per Site .................... $ 420.71 $ 402.34 $ 416.89 $ 400.82
Core* Monthly Base Rent Per Site .............. $ 425.48 $ 405.57 $ 421.49 $ 401.11
(*) Represents rent per site for properties owned in both periods of
comparison.
MANUFACTURED HOME COMMUNITIES, INC.
(UNAUDITED)
HOME SALES: QUARTERS ENDED TWELVE MONTHS ENDED
DEC. 31, DEC. 31, DEC. 31, DEC. 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
New Home Sales Volume .................. 151 147 458 420
New Home Sales Gross Revenues .......... $ 10,858 $ 10,561 $ 33,512 $ 30,618
Used Home Sales Volume ................. 47 56 189 182
Used Home Sales Gross Revenues ......... $ 690 $ 1,200 $ 3,094 $ 2,919
Brokered Home Resale Volume ............ 273 227 1,102 986
Brokered Home Resale Revenues, net ..... $ 402 $ 358 $ 1,724 $ 1,592
FUNDS AVAILABLE FOR DISTRIBUTION (FAD): QUARTERS ENDED TWELVE MONTHS ENDED
DEC. 31, DEC. 31, DEC. 31, DEC. 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Funds from operations ........................... $ 9,664 $ 17,399 $ 60,831 $ 68,392
Non-revenue producing improvements to real
estate ................................... 3,045 3,680 11,912 11,370
---------- ---------- ---------- ----------
Funds available for distribution ............. $ 6,619 $ 13,719 $ 48,919 $ 57,022
========== ========== ========== ==========
FAD per Common Share - Basic ...................... $ .24 $ .51 $ 1.78 $ 2.11
FAD per Common Share - Fully Diluted .............. $ .23 $ .50 $ 1.75 $ 2.06
---------- ---------- ---------- ----------
The Company believes that Funds From Operations provide an indicator of
its financial performance and is influenced by both the operations of the
properties and the capital structure of the Company. FFO is defined by the
National Association of Real Estate Investment Trusts ("NAREIT") as net income
(computed in accordance with generally accepted accounting principles ["GAAP"]),
before allocation to minority interests, excluding gains (or losses) from sales
of property, plus real estate depreciation. 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.
