-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IrdcUOv/eWnlo+23nuQBCQ0uhcv1vHlJ34ET9xeewDxDVKwgQNFiFA76F85BN1jq luYHrCKypQguqS6eBAXDYQ== 0000752642-00-000004.txt : 20000516 0000752642-00-000004.hdr.sgml : 20000516 ACCESSION NUMBER: 0000752642-00-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MOBILE HOMES INC CENTRAL INDEX KEY: 0000752642 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221890929 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12690 FILM NUMBER: 632035 BUSINESS ADDRESS: STREET 1: 125 WYCKOFF RD CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7323893890 MAIL ADDRESS: STREET 1: P O BOX 335 STREET 2: 125 WYCKOFF ROAD CITY: EATONTOWN STATE: NJ ZIP: 07724 10-Q 1 FORM 10-Q 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 March 31, 2000 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended _________________________ For Quarter Ended Commission File Number March 31, 2000 0-13130 UNITED MOBILE HOMES, INC. (Exact name of registrant as specified in its charter) New Jersey 22-1890929 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification number) Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ 07728 Registrant's telephone number, including area code (732) 577-9997 125 Wyckoff Road, Eatontown, New Jersey 07724 (Former name, former address and former fiscal year, if changed since last report.) 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 ________ The number of shares outstanding of issuer's common stock as of May 8, 2000 was 7,339,164 shares. UNITED MOBILE HOMES, INC. for the QUARTER ENDED MARCH 31, 2000 PART I - FINANCIAL INFORMATION Page No. Item 1 - Financial Statements Consolidated Balance Sheets................................ 3 Consolidated Statements of Income.......................... 4 Consolidated Statements of Cash Flows...................... 5 Notes to Consolidated Financial Statements................. 6-7 Item 2 - Management Discussion and Analysis of Financial Conditions and Results of Operations............. 8-9 Item 3 - Quantitative and Qualitative Disclosures About Market Risk There have been no material changes to information required regarding quantitative and qualitative disclosures about market risk from the end of the preceding year to the date of this Form 10-Q. PART II - OTHER INFORMATION.......................................... 10 SIGNATURES................................................. 11 -2-
UNITED MOBILE HOMES, INC. CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2000 and DECEMBER 31, 1999 March 31, December 31, 2000 1999 - -ASSETS- INVESTMENT PROPERTY AND EQUIPMENT Land $ 6,779,335 $ 6,779,335 Site and Land Improvements 49,345,284 49,256,596 Buildings and Improvements 2,697,313 2,697,313 Rental Homes and Accessories 8,060,365 7,888,924 ---------- ---------- Total Investment Property 66,882,297 66,622,168 Equipment and Vehicles 2,997,490 2,969,556 ---------- ---------- Total Investment Property and Equipment 69,879,787 69,591,724 Accumulated Depreciation (28,042,592) (27,429,461) ---------- ---------- Net Investment Property and Equipment 41,837,195 42,162,263 ---------- ---------- OTHER ASSETS Cash and Cash Equivalents 1,396,497 724,650 Securities Available for Sale 13,022,815 12,794,514 Notes and Other Receivables 1,410,352 1,082,126 Unamortized Financing Costs 230,748 252,648 Prepaid Expenses 255,005 121,521 Land Development Costs 2,047,146 1,437,590 ---------- ---------- Total Other Assets 18,362,563 16,413,049 ---------- ---------- TOTAL ASSETS $60,199,758 $58,575,312 ========== ========== - - LIABILITIES AND SHAREHOLDERS' EQUITY - MORTGAGES PAYABLE $30,220,236 $30,419,153 ---------- ---------- OTHER LIABILITIES Accounts Payable 541,753 105,215 Loans Payable 5,410,300 4,674,385 Accrued Liabilities and Deposits 1,558,038 1,493,897 Tenant Security Deposits 500,484 491,355 ---------- ---------- Total Other Liabilities 8,010,575 6,764,852 ---------- ---------- TOTAL LIABILITIES 38,230,811 37,184,005 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock - $.10 par value per share 10,000,000 shares authorized, 7,539,364 and 7,483,196 shares issued and 7,362,264 and 7,312,696 shares outstanding, respectively 753,936 748,320 Additional Paid-In Capital 24,965,118 24,549,267 Accumulated Other Comprehensive Loss ( 1,569,529) ( 1,662,178) Accumulated Deficit ( 554,829) ( 667,793) Treasury Stock, at cost (177,100 and 170,500 shares, respectively) ( 1,625,749) ( 1,576,309) ---------- ---------- Total Shareholders' Equity 21,968,947 21,391,307 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 60,199,758 $ 58,575,312 ========== ==========
-UNAUDITED- See Notes to Consolidated Financial Statements -3-
UNITED MOBILE HOMES, INC. CONSOLIDATED STATEMENTS OF INCOME For the THREE MONTHS ended MARCH 31, 2000 and 1999 2000 1999 Rental and Related Income $ 4,611,582 $ 4,321,983 Community Operating Expense 1,972,518 1,963,689 --------- --------- Income from Community Operations 2,639,064 2,358,294 General and Administrative 454,215 382,713 Interest Expense 636,886 404,156 Investment Income (546,744) (166,610) Depreciation 613,131 625,615 Other Expenses 21,900 17,190 --------- --------- Income before Gains on Sales of Assets 1,459,676 1,095,230 Gain (Loss) on Sales of Assets 24,418 ( 12,077) --------- --------- Net Income 1,484,094 1,083,153 ========= ========= Net Income Per Share - Basic and Diluted .20 .15 Weighted Average Shares - Basic 7,325,088 7,233,984 Diluted 7,325,088 7,261,059
-UNAUDITED- See Notes to Consolidated Financial Statements -4-
UNITED MOBILE HOMES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS for the THREE MONTHS ended March 31, 2000 and 1999 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 1,484,094 $ 1,083,153 Non-Cash Adjustments: Depreciation 613,131 625,615 Amortization 21,900 -0- Gain on Sales of Securities Available for Sale (143,414) 17,190 (Gain) Loss of Sales of Investment Property and Equipment (24,418) 12,077 Changes in Operating Assets And Liabilities - Notes and Other Receivables (328,226) (19,431) Prepaid Expenses (133,484) (129,782) Accounts Payable 436,538 (75,468) Accrued Liabilities and Deposits 64,141 53,507 Tenant Security Deposits 9,129 7,922 --------- --------- Net Cash Provided by Operating Activities 1,999,391 1,574,783 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Investment Property and Equipment (288,063) (999,423) Proceeds from Sales of Assets 24,418 93,340 Additions to Land Development (609,556) (313,077) Purchase of Securities Available for Sale (493,838) (1,436,316) Proceeds from Sales of Securities Available for Sale 501,600 -0- ------- --------- Net Cash Used by Investing Activities (865,439) (2,655,476) ------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Mortgages and Loans 735,915 4,306,589 Principal Payments of Mortgages and Loans (198,917) (991,183) Financing Costs on Debt -0- (70,416) Dividends Paid (949,663) (916,966) Purchase of Treasury Stock (49,440) (971,897) ------- --------- Net Cash (Used) Provided by Financing Activities (462,105) 1,356,127 ------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 671,847 275,434 CASH & CASH EQUIVALENTS - BEGINNING 724,650 832,408 --------- --------- CASH & CASH EQUIVALENTS - ENDING $1,396,497 $1,107,842 ========= =========
-UNAUDITED- See Notes to Consolidated Financial Statements -5- UNITED MOBILE HOMES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2000 (UNAUDITED) NOTE 1 - ACCOUNTING POLICY The interim consolidated financial statements furnished herein reflect all adjustments which were, in the opinion of management, necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2000 and for all periods presented. All adjustments made in the interim period were of a normal recurring nature. Certain footnote disclosures which would substantially duplicate the disclosures contained in the audited consolidated financial statements and notes thereto included in the annual report of United Mobile Homes, Inc. (the Company) for the year ended December 31, 1999 have been omitted. NOTE 2 - NET INCOME PER SHARE AND COMPREHENSIVE INCOME Basic net income per share is calculated by dividing net income by the weighted average shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. Options in the amounts of 27,075 for the three months ended March 31, 1999 are included in the diluted weighted average shares outstanding. Options for 421,500 shares were excluded for the three months ended March 31, 2000 since they were anti- dilutive. Total comprehensive income, including unrealized gains (losses) on securities available for sale, amounted to $1,576,743 and $708,126, for the three months ended March 31, 2000 and 1999, respectively. NOTE 3 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN On March 15, 2000, the Company paid $1,371,130 as a dividend of $.1875 per share to shareholders of record as of February 15, 2000. On March 15, 2000, the Company received $421,467 from the Dividend Reinvestment and Stock Purchase Plan. There were 56,168 new shares issued under the Plan. NOTE 4 - TREASURY STOCK During the three months ended March 31, 2000, the Company purchased 6,600 shares of its own stock for a total cost of $49,440. These shares are accounted for under the cost method and are included as Treasury Stock in the Consolidated Financial Statements. -6- NOTE 5 - EMPLOYEE STOCK OPTIONS During the three months ended March 31, 2000, the following stock option was granted: Date of Number of Number of Option Expiration Grant Employees Shares Price Date 1/6/00 1 25,000 $9.0625 1/6/2005 The Company also extended, for an additional five years, stock options for a total of 75,000 shares which expired on January 5, 2000. As of March 31, 2000, there were options outstanding to purchase 421,500 shares and 247,500 shares available for grant under the Company's Stock Option Plans. NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the three months ended March 31, 2000 and 1999 for interest was $668,886 and $435,856, respectively. Interest cost capitalized to Land Development was $32,000 and $31,700 for the three months ended March 31, 2000 and 1999, respectively. During the three months ended March 31, 2000 and 1999, the Company had dividend reinvestments of $421,467 and $441,769, respectively, which required no cash transfers. -7- MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS MATERIAL CHANGES IN FINANCIAL CONDITION United Mobile Homes, Inc. (the Company) owns and operates twenty- four manufactured home communities. These manufactured home communities have been generating increased gross revenues and increased operating income. The Company generated $1,999,391 net cash provided by operating activities. The Company received new capital of $421,467 through its Dividend Reinvestment and Stock Purchase Plan (DRIP). The Company repurchased 6,600 shares of its own stock at a cost of $49,440. The Company purchased $493,838 of securities of other real estate investment trusts. Mortgages Payable decreased by $198,917 as a result of principal repayments. Loans payable increased by $735,915 primarily as a result of additional borrowings to purchase of Securities Available for Sale. MATERIAL CHANGES IN RESULTS OF OPERATIONS Income from community operations increased by $280,770 to $2,639,064 for the quarter ended March 31, 2000 as compared to $2,358,294 for the quarter ended March 31, 1999. This represents a continuing trend of rising income from community operations. The Company has been raising rental rates by approximately 4% to 5% annually. Rental and related income rose from $4,321,983 for the quarter ended March 31, 1999 to $4,611,582 for the quarter ended March 31, 2000. This was the result of higher rents and increased occupancy. Community operating expenses remained relatively stable for the quarter ended March 31, 2000 as compared to the quarter ended March 31, 1999. Interest expense increased by $232,730 for the quarter ended March 31, 2000 as compared to the quarter ended March 31, 1999. This was primarily a result of an increase in the average principal balance on borrowings outstanding. The balance outstanding of mortgages payable at March 31, 2000 was $30,220,236 as compared to $24,420,393 at March 31, 1999. Investment income increased from $166,610 for the quarter ended March 31, 1999 to $546,744 for the quarter ended March 31, 2000 due primarily to purchases of Securities Available for Sale during 1999. Included in Investment income is a realized gain of $143,414 on the sale of $358,186 of Securities Available for Sale. Funds from operations (FFO), defined as net income, excluding gains (or losses) from sales of depreciable assets, plus depreciation increased from $1,720,845 for the quarter ended March 31, 1999 to $2,072,807 for the quarter ended March 31, 2000. FFO does not replace net income (determined in accordance with generally accepted accounting principles) as a measure of performance or net cash flows as a measure of liquidity. FFO should be considered as a supplemental measure of operating performance used by real estate investment trusts. -8- LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities increased from $1,574,783 for the three months ended March 31, 1999 to $1,999,391 for the three months ended March 31, 2000. The Company believes that funds generated from operations together with the financing and refinancing of its properties will be sufficient to meet its needs over the next several years. IMPACT OF YEAR 2000 The Company has experienced no significant impact of its operations or its ability to accurately process financial information due to a Year 2000 related issue. In addition, the Company has no information that indicates a significant tenant, vendor or service provider may be unable to meet their rental obligations, sell goods or provide services to the Company because of Year 2000 issues. The Company will continue to monitor its operations for year 2000 related issues. -9- PART II OTHER INFORMATION Item 1 - Legal Proceedings - none Item 2 - Changes in Securities - none Item 3 - Defaults Upon Senior Securities - none Item 4 - Submission of Matters to a Vote of Security Holders - none Item 5 - Other Information - none Item 6 - Exhibits and Reports on Form 8-K - (a) Exhibits - none (b) Reports on Form 8-K - none -10- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATE: May 10, 2000 By: /s/Samuel A. Landy Samuel A. Landy, President DATE: May 10, 2000 By: /s/Anna T. Chew Anna T. Chew, Vice President and Chief Financial Officer -11- EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF UNITED MOBILE HOMES, INC. AS OF AND FOR THE PERIOD ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-2000 MAR-31-2000 1,396,497 13,022,815 1,561,717 151,365 0 16,084,669 69,879,787 28,042,592 60,199,758 8,010,575 30,220,236 753,936 0 0 21,215,011 60,199,758 0 5,182,744 0 1,972,518 1,089,246 0 636,886 1,484,094 0 1,484,094 0 0 0 1,484,094 .20 .20
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