-----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, L9H23hh/hF8QbI5cGdK05KD58lohOlIelLo+vhd5l/8gfTRlfj//43x4jxrimgpm NV/4XSoUgBINJc5TBMEnQw== 0000752642-99-000003.txt : 19990514 0000752642-99-000003.hdr.sgml : 19990514 ACCESSION NUMBER: 0000752642-99-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990513 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: 99620454 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, 1999 ( ) 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, 1999 0-13130 UNITED MOBILE HOMES, INC. (Exact name of registrant as specified in its charter) New Jersey 22-1890929 (State or otherjurisdiction of (I.R.S. Employer incorporation or organization) identification number) 125 Wyckoff Road, Eatontown, New Jersey 07724 Registrant's telephone number, including area code (732) 389-3890 ________________________________________________________________ (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 7, 1999 was 7,173,296 shares. UNITED MOBILE HOMES, INC. for the QUARTER ENDED MARCH 31, 1999 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, 1999 and DECEMBER 31, 1998 March 31, December 31, 1999 1998 - -ASSETS- INVESTMENT PROPERTY AND EQUIPMENT Land $ 6,797,935 $ 6,797,935 Site and Land Improvements 46,390,568 46,198,257 Buildings and Improvements 2,688,871 2,691,426 Rental Homes and Accessories 6,294,143 5,656,441 ---------- ---------- Total Investment Property 62,171,517 61,344,059 Equipment and Vehicles 2,674,660 2,643,774 ---------- ---------- Total Investment Property and Equipment 64,846,177 63,987,833 Accumulated Depreciation (25,681,541) (25,091,588) ---------- ---------- Net Investment Property and Equipment 39,164,636 38,896,245 ---------- ---------- OTHER ASSETS Cash and Cash Equivalents 1,107,842 832,408 Securities Available for Sale 8,813,854 7,752,565 Notes and Other Receivables 754,155 734,724 Unamortized Financing Costs 211,154 157,928 Prepaid Expenses 298,297 168,515 Land Development Costs 1,817,341 1,504,264 ---------- ---------- Total Other Assets 13,002,643 11,150,404 ---------- ---------- TOTAL ASSETS $ 52,167,279 $ 50,046,649 ========== ========== - - LIABILITIES AND SHAREHOLDERS' EQUITY - MORTGAGES PAYABLE $ 24,420,393 $ 21,411,576 ---------- ---------- OTHER LIABILITIES Accounts Payable 76,543 152,011 Loans Payable 3,675,101 3,368,512 Accrued Liabilities and Deposits 1,549,160 1,495,653 Tenant Security Deposits 414,006 406,084 ---------- ---------- Total Other Liabilities 5,714,810 5,422,260 ---------- ---------- TOTAL LIABILITIES 30,135,203 26,833,836 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock - $.10 par value per share 10,000,000 shares authorized, 7,294,296 and 7,246,580 issued and 7,196,296 and 7,246,580 outstanding, respectively 729,430 724,658 Additional Paid-In Capital 23,864,780 23,427,783 Accumulated Other Comprehensive Loss ( 646,862) ( 271,835) Accumulated Deficit ( 943,375) ( 667,793) Treasury Stock (98,000 shares at March 31,1999) ( 971,897) -0- ---------- ---------- Total Shareholders' Equity 22,032,076 23,212,813 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 52,167,279 $ 50,046,649 ========== ==========
-UNAUDITED- See Notes to Consolidated Financial Statements -3-
UNITED MOBILE HOMES, INC. CONSOLIDATED STATEMENTS OF INCOME For the THREE MONTHS ended MARCH 31, 1999 and 1998 1999 1998 Rental and Related Income $ 4,321,983 $ 4,118,835 Community Operating Expense 1,963,689 1,816,336 --------- --------- Income from Community Operations 2,358,294 2,302,499 General and Administrative 382,713 356,174 Interest Expense 404,156 372,121 Interest and Dividend Income (166,610) ( 91,895) Depreciation 625,615 600,672 Other Expenses 17,190 13,200 --------- --------- Income before Loss on Sales of Assets 1,095,230 1,052,227 Loss on Sales of Assets ( 12,077) ( 1,124) -------- -------- Net Income $ 1,083,153 $ 1,051,103 ========= ========= Net Income Per Share - Basic and Diluted $ .15 $ .15 ========= ========= Weighted Average Shares - Basic 7,233,984 6,900,252 ========= ========= Diluted 7,261,059 6,947,147 ========= =========
-UNAUDITED- See Notes to Consolidated Financial Statements -4-
UNITED MOBILE HOMES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS for the THREE MONTHS ended March 31, 1999 and 1998 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 1,083,153 $ 1,051,103 Non-Cash Adjustments: Depreciation 625,615 600,672 Amortization 17,190 13,200 Loss on Sales of Assets 12,077 1,124 Changes in Operating Assets And Liabilities - Notes and Other Receivables ( 19,431) ( 77,631) Prepaid Expenses ( 129,782) ( 83,162) Accounts Payable ( 75,468) ( 84,371) Accrued Liabilities and Deposits 53,507 99,842 Tenant Security Deposits 7,922 10,941 --------- --------- Net Cash Provided by Operating Activities 1,574,783 1,700,460 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Investment Property and Equipment ( 999,423) ( 481,204) Proceeds from Sales of Assets 93,340 11,700 Additions to Land Development ( 313,077) ( 545,436) Purchase of Securities Available for Sale (1,436,316) ( 335,855) --------- --------- Net Cash Used by Investing Activities (2,655,476) (1,350,795) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Mortgages and Loans 4,306,589 25,692 Principal Payments of Mortgages and Loans ( 991,183) ( 122,780) Financing Costs on Debt ( 70,416) ( 5,166) Proceeds from Dividend Reinvestment and Stock Purchase Plan -0- 815,857 Proceeds from Exercise of Stock Options -0- 75,688 Dividends Paid ( 916,966) ( 734,478) Purchase of Treasury Stock ( 971,897) -0- --------- ------- Net Cash Provided by Financing Activities 1,356,127 54,813 --------- ------- NET INCREASE IN CASH AND CASH EQUIVALENTS 275,434 404,478 CASH & CASH EQUIVALENTS - BEGINNING 832,408 191,319 --------- ------- CASH & CASH EQUIVALENTS - ENDING $1,107,842 $ 595,797 ========= =======
-UNAUDITED- See Notes to Consolidated Financial Statements -5- UNITED MOBILE HOMES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1999 (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, 1999 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, 1998 have been omitted. NOTE 2 - NET INCOME PER SHARE AND COMPREHENSIVE INCOME 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 and 46,895 for the three months ended March 31, 1999 and 1998, respectively, are included in the diluted weighted average shares outstanding. Total comprehensive income, including unrealized gains (losses) on securities available for sale, amounted to $708,126 and $1,358,766, for the three months ended March 31, 1999 and 1998, respectively. NOTE 3 - MORTGAGES PAYABLE On February 10, 1999, the Company entered into a $4,000,000 mortgage payable to Summit Bank. The interest rate on this mortgage is fixed at 7.0%. This mortgage loan is due on March 1, 2004. Proceeds of this mortgage were used primarily to retire existing debt, purchase securities available for sale and purchase Treasury Stock. NOTE 4 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN On March 15, 1999, the Company paid $1,358,735 as a dividend of $.1875 per share to shareholders of record as of February 15, 1999. On March 15, 1999, the Company received $441,769 from the Dividend Reinvestment and Stock Purchase Plan. There were 47,716 new shares issued. -6- NOTE 5 - TREASURY STOCK During the three months ended March 31, 1999, the Company purchased 98,000 shares of its own stock for a total cost of $971,897. These shares are accounted for under the cost method and are included as Treasury Stock in the Consolidated Financial Statements. NOTE 6 - EMPLOYEE STOCK OPTIONS During the three months ended March 31, 1999, the following stock option was granted: Date of Number of Number of Option Expiration Grant Employees Shares Price Date 1/5/99 1 25,000 $11.5625 1/5/2004 As of March 31, 1999, there were options outstanding to purchase 409,500 shares and 308,500 shares available for grant under the Company's Stock Option Plans. NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the three months ended March 31, 1999 and 1998 for interest was $404,156 and $372,121, respectively. During the three months ended March 31, 1999 and 1998, land development costs of $-0- and $250,000, respectively, were transferred to investment property and equipment and placed in service. During the three months ended March 31, 1999 and 1998, the Company had dividend reinvestments of $441,769 and $468,512, 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 $1,574,783 net cash provided by operating activities. The Company received new capital of $441,769 through its Dividend Reinvestment and Stock Purchase Plan (DRIP). The Company repurchased 98,000 shares of its own stock at a cost of $971,897. The Company purchased $1,436,316 of Securities Available for Sale. Mortgages Payable increased by $3,008,817 as a result of a new mortgage of $4,000,000 offset by principal repayments. Loans payable increased by $306,589 primarily as a result of new loans for the purchase of securities available for sale. MATERIAL CHANGES IN RESULTS OF OPERATIONS Income from community operations increased by $55,795 to $2,358,294 for the quarter ended March 31, 1999 as compared to $2,302,499 for the quarter ended March 31, 1998. 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 $4,118,835 for the quarter ended March 31, 1998 to $4,321,983 for the quarter ended March 31, 1999. This was the result of higher rents. Community operating expenses increased from $1,816,336 for the quarter ended March 31, 1998 to $1,963,689 for the quarter ended March 31, 1999. Community operating expenses increased due to an increase in certain expenses associated with filling vacant expansion sites (i.e. advertising, personnel, etc.). Interest expense increased by $32,035 for the quarter ended March 31, 1999 compared to the quarter ended March 31, 1998. 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, 1999 was $24,420,393 as compared to $19,988,243 at March 31, 1998. Funds from operations (FFO), defined as net income, excluding gains (or losses) from sales of depreciable assets, plus depreciation increased from $1,652,899 for the quarter ended March 31, 1998 to $1,720,845 for the quarter ended March 31, 1999. 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 decreased from $1,700,460 for the three months ended March 31, 1998 to $1,574,783 for the three months ended March 31, 1999. 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. YEAR 2000 The Company is currently in the process of implementing its Year 2000 compliance plan. The Company has assessed all hardware and software for Year 2000 readiness. The Company has developed and is currently implementing renovation plans, including hardware replacement and software upgrades, to ensure all hardware and software is year 2000 compliant. The Company has no significant suppliers and vendors. Renovation and testing are scheduled to be completed during the first half of 1999. The Company has developed contingency plans for each of its critical systems, which includes moving many of the Company's operations to a manual system. There can be no assurances given that the Year 2000 compliance plan will be completed successfully by the Year 2000, in which event the Company could incur additional costs to implement its contingency plans. Management does not anticipate that such costs would be significant to the Company. The total costs associated with the Company's Year 2000 plan are anticipated to be less than $20,000. Successful and timely completion of the Year 2000 plan is based on management's best estimates derived from various assumptions of future events, which are inherently uncertain, including the effectiveness of remediation and validation plans, and all vendors and suppliers readiness. -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 7, 1999 By: /s/Samuel A. Landy Samuel A. Landy, President DATE: May 7, 1999 By: /s/Anna T. Chew Anna T. Chew, Vice President and Chief Financial Officer 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, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1999 MAR-31-1999 1,107,842 8,813,854 877,147 122,992 0 10,974,148 64,846,177 25,681,541 39,164,636 5,714,810 24,420,393 729,430 0 0 21,302,646 52,167,279 0 4,476,516 0 1,963,689 1,025,518 0 404,156 1,083,153 0 1,083,153 0 0 0 1,083,153 .15 .15
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