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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
JULY 20, 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 (I.R.S. Employer
incorporation or organization) 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
July 20, 2004 "MHC Reports Second Quarter Results".
ITEM 9. REGULATION FD DISCLOSURE
On July 20, 2004, Manufactured Home Communities, Inc. issued a press
release announcing its results of operations for the quarter ended June 30,
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
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Thomas P. Heneghan
Chief Executive Officer
BY: /s/ Michael Berman
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Michael Berman
Vice President and
Chief Financial Officer
DATE: July 20, 2004
EXHIBIT 99.1
CONTACT: Michael Berman FOR IMMEDIATE RELEASE
(312) 279-1496 July 20, 2004
MHC REPORTS SECOND QUARTER RESULTS
SOLID OPERATING PERFORMANCE
CHICAGO, IL -JULY 20, 2004-- Manufactured Home Communities, Inc. (NYSE:
MHC) today announced results for the quarter and six months ended June 30, 2004.
For the second quarter of 2004, Funds From Operations (FFO) were $13.2
million or $0.45 per share on a fully diluted basis compared to $16.7 million or
$0.60 per fully diluted share for the same period in 2003. Second quarter
property operating revenues were $72.2 million compared to $56.1 million in the
second quarter of 2003. For the second quarter of 2004, average occupancy was
89.8 percent and average monthly base rent per site for the Core Portfolio was
$435.21, up 4.8 percent from $415.28 in the same period last year.
For the six months ended June 30, 2004, FFO were $29.3 million or $1.02
per share on a fully diluted basis compared to $ 35.3 million or $1.27 per fully
diluted share in the same period in 2003. Property operating revenues for the
six months ended June 30, 2004 were $141.9 million compared to $114.8 million
for the same period of 2003. Average occupancy was 90.6 percent and average
monthly base rent per site for the Core Portfolio was $433.92, up 4.7 percent
from $414.33 in the same period last year.
Net income available to common stockholders totaled $0.7 million or
$0.03 per fully diluted share for the quarter ended June 30, 2004. This compares
to the net income available to common stockholders of $14.4 million or $0.64 per
fully diluted share in the second quarter of 2003. Net income available to
common stockholders totaled $5.6 million or $0.24 per fully diluted share for
the six months ended June 30, 2004. This compares to the net income available to
common stockholders of $22.1 million or $0.98 per fully diluted share for the
six months ended June 30, 2004. See the attachment to this press release for
reconciliation of FFO and FFO per share to net income and net income per share,
respectively, the most directly comparable GAAP measures.
Second quarter and year-to-date comparisons were impacted by, among
others, the Company's: (i) previously announced acquisition program, (ii) the
recapitalization, which occurred in the fourth quarter of 2003 (iii) the sale of
three properties in the second quarter of 2003 and the sale of one property in
the second quarter of 2004, and (iv) OP Units issued in connection with the
acquisitions. On a pro forma basis for the second quarter of 2003, giving effect
to the recapitalization and the reduction in FFO
per share from the sale of three properties, FFO per share for the second
quarter of 2003 would have been approximately $0.38 per share.
MHC's management projects continued growth in 2004 Core Portfolio
performance. Assuming current economic conditions continue to impact
occupancies, overall revenue growth is anticipated to be approximately 3
percent. Core Portfolio operating expenses are expected to grow in excess of CPI
due to continued increases in real estate taxes and utility expenses. These
projections would result in Core NOI growth of approximately 2.5 percent.
Results for 2004 will continue to be impacted by: i) the
recapitalization and acquisition program, ii) continued competitive housing
options impacting occupancy levels at certain communities, and iii) variability
in income from home sales operations. In the age-qualified communities, home
sales results could be impacted by the ability of potential homebuyers to sell
their existing residences as well as by financial markets volatility. In the
all-age communities, results from home sales and occupancy will continue to be
impacted by local economic conditions, lack of affordable manufactured home
financing and competition from alternative housing options including site-built
single-family housing. Based upon these factors and excluding potential
acquisitions, MHC projects that fully diluted FFO per share should be between
$1.85 and 1.90 for the full year of 2004. In addition, quarter-to-quarter
results during the year are impacted by seasonality at certain of the
communities.
The forward-looking statements contained herein 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 209
quality communities in 23 states consisting of 80,028 sites. MHC is a
self-administered, self-managed, real estate investment trust (REIT) with
headquarters in Chicago.
A 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, July 20, 2004. If you wish to listen to
the opening remarks in advance, they will be available on our website at 8:00
a.m. Central today.
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Tables to follow
MANUFACTURED HOME COMMUNITIES, INC.
SELECTED FINANCIAL DATA
(UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
QUARTERS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2004 2003 2004 2003
----------- ----------- ----------- -----------
PROPERTY OPERATIONS:
Community base rental income ........................ $ 52,854 $ 49,111 $ 103,665 $ 98,472
Resort base rental income ........................... 12,952 1,854 25,294 5,931
Utility and other income ............................ 6,440 5,091 12,954 10,422
----------- ----------- ----------- -----------
Property operating revenues ...................... 72,246 56,056 141,913 114,825
Property operating and maintenance .................. 23,769 15,818 44,728 32,545
Real estate taxes ................................... 6,055 4,745 11,555 9,383
Property management ................................. 3,423 2,276 6,269 4,628
----------- ----------- ----------- -----------
Property operating expenses ...................... 33,247 22,839 62,552 46,556
----------- ----------- ----------- -----------
Income from property operations .................. 38,999 33,217 79,361 68,269
HOME SALES OPERATIONS:
Gross revenues from inventory home sales ............ 10,783 9,567 18,321 13,659
Cost of inventory home sales ........................ (9,346) (8,166) (16,362) (11,626)
----------- ----------- ----------- -----------
Gross profit from inventory home sales ........... 1,437 1,401 1,959 2,033
Brokered resale revenues, net ....................... 596 454 1,088 830
Home selling expenses ............................... (2,204) (1,808) (4,277) (3,702)
Ancillary services revenues, net .................... 735 (111) 1,647 371
----------- ----------- ----------- -----------
Income from home sales and other ................. 564 (64) 417 (468)
OTHER INCOME AND EXPENSES:
Interest income ..................................... 314 244 767 505
Other corporate income .............................. 2,170 550 3,428 1,139
General and administrative .......................... (2,367) (2,000) (4,579) (3,932)
----------- ----------- ----------- -----------
Operating income (EBITDA) ........................ 39,680 31,947 79,394 65,513
Interest and related amortization ................... (23,268) (12,652) (43,643) (25,045)
Income from discontinued operations ................. (2) 533 26 1,035
Depreciation on corporate assets .................... (427) (310) (804) (620)
Income allocated to Preferred OP Units .............. (2,821) (2,813) (5,634) (5,626)
----------- ----------- ----------- -----------
FUNDS FROM OPERATIONS (FFO) ...................... $ 13,162 $ 16,705 $ 29,339 $ 35,257
Depreciation on real estate and other costs ......... (12,323) (9,687) (23,006) (18,720)
Gain on sale of properties .......................... -- 10,826 638 10,826
Income allocated to Common OP Units ................. (181) (3,444) (1,337) (5,291)
----------- ----------- ----------- -----------
NET INCOME ....................................... $ 658 $ 14,400 $ 5,634 $ 22,072
=========== =========== =========== ===========
NET INCOME PER COMMON SHARE - BASIC ................... $ 0.03 $ 0.65 $ 0.25 $ 1.00
NET INCOME PER COMMON SHARE - FULLY DILUTED ........... $ 0.03 $ 0.64 $ 0.24 $ 0.98
----------- ----------- ----------- -----------
FFO PER COMMON SHARE - BASIC .......................... $ 0.46 $ 0.61 $ 1.04 $ 1.29
FFO PER COMMON SHARE - FULLY DILUTED .................. $ 0.45 $ 0.60 $ 1.02 $ 1.27
----------- ----------- ----------- -----------
Average Common Shares - Basic ......................... 22,737 22,027 22,706 21,973
Average Common Shares and OP Units - Basic ............ 28,654 27,371 28,321 27,324
Average Common Shares and OP Units - Fully Diluted .... 29,142 27,965 28,840 27,853
----------- ----------- ----------- -----------
MANUFACTURED HOME COMMUNITIES, INC.
(UNAUDITED)
SELECTED BALANCE SHEET DATA: JUNE 30, DECEMBER 31,
2004 2003
(amounts in (amounts in
000's) 000's)
------------ ------------
Total real estate, net ....... $ 1,559,864 $ 1,042,599
Cash and cash equivalents .... $ 9,426 $ 325,740
Total assets ................. $ 1,727,832 $ 1,473,915
Mortgage notes payable ....... $ 1,417,092 $ 1,076,183
Unsecured debt ............... $ 63,113 $ 113
Total liabilities ............ $ 1,545,457 $ 1,341,401
Minority interest ............ $ 142,472 $ 126,716
Total stockholders' equity ... $ 39,903 $ 5,798
AS OF AS OF
JUNE 30, DECEMBER 31,
TOTAL SHARES AND OP UNITS OUTSTANDING: 2004 2003
---------- ------------
Total Common Shares Outstanding ........ 22,745,991 22,563,348
Total Common OP Units Outstanding ...... 6,436,574 5,312,387
MANUFACTURED HOME ("COMMUNITY") AND AS OF AS OF
PARK MODEL / RECREATIONAL VEHICLE ("RESORT") JUNE 30, DECEMBER 31,
SITE TOTALS: 2004 2003
------------- -------------
Community Sites Owned and Operated .......... 44,796 43,143
Community Sites Owned in Joint Ventures ..... 9,430 1,521
Resort Sites Owned and Operated ............. 25,802 7,051
------------- -------------
TOTAL SITES ............................ 80,028 51,715
MANUFACTURED HOME SITE AND QUARTERS ENDED SIX MONTHS ENDED
OCCUPANCY AVERAGES: JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2004 2003 2004 2003
------------ ------------ ------------ ------------
Total Sites ......................... 44,601 43,131 44,164 43,132
Occupied Sites ...................... 40,162 39,420 39,740 39,611
Occupancy % ......................... 90.0% 91.4% 90.0% 91.8%
Monthly Base Rent Per Site .......... $ 438.92 $ 415.28 $ 434.94 $ 414.33
Core* Monthly Base Rent Per Site .... $ 435.21 $ 415.28 $ 433.92 $ 414.33
(*) Represents rent per site for properties owned in both periods of comparison.
QUARTERS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
HOME SALES: 2004 2003 2004 2003
------------ ------------ ------------ ------------
New Home Sales Volume ............... 120 118 214 170
New Home Sales Gross Revenues ....... $ 9,212 $ 8,651 $ 16,010 $ 12,260
Used Home Sales Volume .............. 127 57 203 89
Used Home Sales Gross Revenues ...... $ 1,571 $ 916 $ 2,311 $ 1,399
Brokered Home Resale Volume ......... 408 282 737 542
Brokered Home Resale Revenues, net .. $ 596 $ 454 $ 1,088 $ 830
MANUFACTURED HOME COMMUNITIES, INC.
(UNAUDITED)
FUNDS AVAILABLE FOR DISTRIBUTION (FAD): QUARTERS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2004 2003 2004 2003
------------ ------------ ------------ ------------
Funds from operations ....................... $ 13,162 $ 16,705 $ 29,339 $ 35,257
Non-revenue producing improvements to real
estate ............................... (3,835) (3,190) (6,509) (6,207)
------------ ------------ ------------ ------------
Funds available for distribution ......... $ 9,327 $ 13,515 $ 22,830 $ 29,050
============ ============ ============ ============
FAD per Common Share - Basic .................. $ .33 $ .49 $ 0.81 $ 1.06
FAD per Common Share - Fully Diluted .......... $ .32 $ .48 $ 0.79 $ 1.04
------------ ------------ ------------ ------------
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. 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.
