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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q

x

 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the quarterly period ended March 31, 2003

 

 

 

or

 

 

 

o

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

Commission file number 1-12496

 


 

CHATEAU COMMUNITIES, INC.

(exact name of registrant as specified in its charter)

 

 

 

MARYLAND

 

38-3132038


 


(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

 

 

6160 South Syracuse Way, Greenwood Village, Colorado 80111

(Address of principal executive offices)

 

303.741.3707

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes   x

No   o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes   x

No   o

The number of shares of the registrant’s Common Stock outstanding on May 6, 2003 was 29,411,828 shares. 



Table of Contents

CHATEAU COMMUNITIES, INC.
FORM 10-Q
INDEX

 

 

Pages

 

 


PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

 

 

 

 

Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2003 and 2002

1

 

 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002

2

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002

3

 

 

 

 

Notes to Condensed Consolidated Financial Statements

4 - 9

 

 

 

Item 2.

Management Discussion and Analysis of Financial Condition and Results of Operations

9 - 16

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

16

 

 

 

Item 4.

Controls and Procedures

16

 

 

 

PART II.

OTHER INFORMATION

17

 

 

 

SIGNATURE

22

 

 

 

CERTIFICATIONS

23 - 24


Table of Contents

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

CHATEAU COMMUNITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

Three Months Ended
March 31,

 

 

 


 

(In thousands, except per share data)

 

2003

 

2002

 

 

 


 


 

Revenues

 

 

 

 

 

 

 

Rental income

 

$

63,432

 

$

61,936

 

Interest income

 

 

2,806

 

 

2,752

 

Management fee and other income (loss)

 

 

(94

)

 

466

 

 

 



 



 

 

 

 

66,144

 

 

65,154

 

Expenses

 

 

 

 

 

 

 

Property operating and maintenance

 

 

19,707

 

 

18,445

 

Real estate taxes

 

 

4,335

 

 

4,214

 

Depreciation and amortization

 

 

17,683

 

 

16,277

 

Administrative

 

 

3,102

 

 

3,367

 

Interest and related amortization

 

 

16,702

 

 

16,800

 

 

 



 



 

 

 

 

61,529

 

 

59,103

 

 

 



 



 

Income before gain on disposition of properties and minority interests

 

 

4,615

 

 

6,051

 

Gain on disposition of properties

 

 

—  

 

 

1,164

 

Minority interests of preferred OP Unitholders

 

 

(1,523

)

 

(1,523

)

Minority interests of common OP Unitholders

 

 

(496

)

 

(950

)

 

 



 



 

Income from continuing operations

 

 

2,596

 

 

4,742

 

 

 



 



 

Discontinued operations

 

 

 

 

 

 

 

Income from discontinued operations, net of minority interests

 

 

641

 

 

1,467

 

Gain on disposition of properties, net of minority interests

 

 

385

 

 

—  

 

 

 



 



 

Income from discontinued operations

 

 

1,026

 

 

1,467

 

 

 



 



 

Income before cumulative effect of accounting change

 

 

3,622

 

 

6,209

 

Cumulative effect of accounting change, net of minority interests

 

 

—  

 

 

(845

)

 

 



 



 

Net income available to common shareholders

 

$

3,622

 

$

5,364

 

 

 



 



 

Earnings per common share / OP Unit - basic

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.09

 

$

0.16

 

Income from discontinued operations

 

 

0.03

 

 

0.05

 

 

 



 



 

Income before cumulative effect of accounting change

 

 

0.12

 

 

0.21

 

Cumulative effect of accounting change

 

 

—  

 

 

(0.03

)

 

 



 



 

Net income available to common shareholders

 

$

0.12

 

$

0.18

 

 

 



 



 

Weighted average common shares - basic

 

 

29,351

 

 

29,185

 

 

 



 



 

Earnings per common share / OP Unit - diluted

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.09

 

$

0.16

 

Income from discontinued operations

 

 

0.03

 

 

0.05

 

 

 



 



 

Income before cumulative effect of accounting change

 

 

0.12

 

 

0.21

 

Cumulative effect of accounting change

 

 

—  

 

 

(0.03

)

 

 



 



 

Net income available to common shareholders

 

$

0.12

 

$

0.18

 

 

 



 



 

Weighted average common shares - diluted

 

 

29,359

 

 

29,344

 

 

 



 



 

The accompanying notes are an integral part of the financial statements.

1


Table of Contents

CHATEAU COMMUNITIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

March 31,
2003
(unaudited )

 

December 31,
2002

 

 

 



 



 

ASSETS

 

 

 

 

 

 

 

Rental property:

 

 

 

 

 

 

 

Land

 

$

199,328

 

$

207,137

 

Land and improvements for expansion sites

 

 

42,596

 

 

41,751

 

Depreciable property, net

 

 

1,395,074

 

 

1,433,327

 

 

 



 



 

 

 

 

1,636,998

 

 

1,682,215

 

Less:  accumulated depreciation

 

 

351,169

 

 

346,583

 

 

 



 



 

Net rental property

 

 

1,285,829

 

 

1,335,632

 

Rental property held for sale

 

 

39,177

 

 

6,004

 

Cash and cash equivalents

 

 

4,013

 

 

2,025

 

Rents and other receivables, net

 

 

5,092

 

 

5,304

 

Notes receivable

 

 

43,388

 

 

42,611

 

Investments in and advances to affiliates

 

 

106,408

 

 

112,054

 

Prepaid expenses and other assets

 

 

13,766

 

 

11,358

 

 

 



 



 

Total assets

 

$

1,497,673

 

$

1,514,988

 

 

 



 



 

LIABILITIES

 

 

 

 

 

 

 

Debt

 

$

1,006,573

 

$

1,013,809

 

Accrued interest payable

 

 

14,306

 

 

13,911

 

Accounts payable and accrued expenses

 

 

16,009

 

 

15,248

 

Rents received in advance and security deposits

 

 

19,246

 

 

16,266

 

Dividends and distributions payable

 

 

20,006

 

 

20,038

 

 

 



 



 

Total liabilities

 

 

1,076,140

 

 

1,079,272

 

Minority interests in Operating Partnership

 

 

130,956

 

 

134,477

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Preferred stock, $.01 par value, 2 million shares authorized; no shares issued or outstanding

 

 

—  

 

 

—  

 

Common stock, $.01 par value, 90 million shares authorized; 29,398,309 and 29,263,416, shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively

 

 

294

 

 

293

 

Additional paid-in capital

 

 

500,350

 

 

498,869

 

Dividends in excess of accumulated earnings

 

 

(195,493

)

 

(182,991

)

Accumulated other comprehensive income

 

 

(5,293

)

 

(5,537

)

Notes receivable from officers, 347,875 and 355,885 shares outstanding at March 31, 2003 and December 31, 2002, respectively

 

 

(9,281

)

 

(9,395

)

 

 



 



 

Total shareholders’ equity

 

 

290,577

 

 

301,239

 

 

 



 



 

Total liabilities and shareholders’ equity

 

$

1,497,673

 

$

1,514,988

 

 

 



 



 

The accompanying notes are an integral part of the financial statements.

2


Table of Contents

CHATEAU COMMUNITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

 

Three Months Ended March 31,

 

 

 


 

(In thousands)

 

2003

 

2002

 

 

 


 


 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

3,622

 

$

5,364

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Non-cash items included in discontinued operations

 

 

415

 

 

915

 

Equity in loss of CSI

 

 

622

 

 

472

 

Share of loss from N’Tandem

 

 

27

 

 

130

 

Net gain on disposition of properties - continuing operations

 

 

—  

 

 

(1,164

)

Income attributed to common minority interests - continuing operations

 

 

496

 

 

950

 

Cumulative effect of accounting change, net of minority interests

 

 

—  

 

 

845

 

Bad debt expense

 

 

188

 

 

464

 

Depreciation and amortization from continuing operations

 

 

17,683

 

 

16,277

 

Amortization of debt issuance costs

 

 

1,111

 

 

735

 

Decrease in operating assets

 

 

176

 

 

2,463

 

Increase in operating liabilities

 

 

1,264

 

 

3,273

 

 

 



 



 

Net cash provided by operating activities

 

 

25,604

 

 

30,724

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Net proceeds from dispositions of rental properties

 

 

4,067

 

 

6,232

 

Collection of amounts held in escrow, from prior year property dispositions

 

 

—  

 

 

10,660

 

Additions to rental property and equipment

 

 

(4,798

)

 

(8,348

)

Investment in and advances to affiliates

 

 

(1,297

)

 

(4,764

)

Proceeds from Notes Receivable - OP Unitholder

 

 

6,000

 

 

—  

 

Payments (advances) on notes receivable, net

 

 

(708

)

 

633

 

 

 



 



 

Net cash provided by investing activities

 

 

3,264

 

 

4,413

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Borrowings on lines of credit

 

 

36,785

 

 

32,454

 

Payments on lines of credit

 

 

(42,959

)

 

(64,098

)

Principal payments on debt

 

 

(1,062

)

 

(1,165

)

Dividends/distributions to shareholders/OP Unitholders

 

 

(19,229

)

 

—  

 

Payment of debt issuance costs

 

 

(412

)

 

(1,612

)

Exercise of common stock options and other

 

 

(3

)

 

88

 

 

 



 



 

Net cash used in financing activities

 

 

(26,880

)

 

(34,333

)

 

 



 



 

Increase in cash and cash equivalents

 

 

1,988

 

 

804

 

Cash and cash equivalents, beginning of period

 

 

2,025

 

 

61

 

 

 



 



 

Cash and cash equivalents, end of period

 

$

4,013

 

$

865

 

 

 



 



 

Supplemental non-cash information:

 

 

 

 

 

 

 

Fair market value of OP Units/common shares issued in connection with acquisitions/development

 

$

246

 

$

698

 

 

 



 



 

The accompanying notes are an integral part of the financial statements.

3


Table of Contents

CHATEAU COMMUNITIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.

Background and Basis of Presentation:

 

 

 

Background -

 

Chateau Communities, Inc. is a real estate investment trust (“REIT”) formed in 1993.  We are engaged in owning and operating manufactured housing community properties, primarily through our Operating Partnership, CP Limited Partnership.  As of March 31, 2003, our portfolio consisted of 203 properties, containing an aggregate of 67,966 homesites and 1,359 park model/RV sites, located in 32 states.  We also fee manage 35 properties, containing an aggregate of 7,835 homesites.

 

 

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America and in conformity with the rules and regulations of the Securities and Exchange Commission requires management to make estimates and assumptions. These estimates may affect the reported amounts of 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.

 

 

 

In our opinion, the interim financial statements presented herein reflect all adjustments of a normal and recurring nature that are necessary to fairly present the interim financial statements.  The results of operations for the interim period are not necessarily indicative of the results that may be expected for the year ended December 31, 2003.  These financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002.

 

 

 

Basis of Presentation -

 

The accompanying condensed consolidated financial statements include all accounts of Chateau, our wholly owned qualified REIT subsidiaries, our Operating Partnership, and controlled joint ventures.  All significant inter-entity balances and transactions have been eliminated in consolidation.  Investments in joint ventures or entities that we do not control but exercise significant influence over are accounted for using the equity method of accounting.

 

 

 

We own 100% of the preferred stock of Community Sales, Inc. (“CSI”), our taxable service corporation through which we conduct manufactured home sales and brokerage activities.  Through our ownership, we are entitled to 100% of the CSI cash flow and economics; however, we account for our investment in CSI using the equity method of accounting, since we do not own any of its voting common stock.

 

 

 

Reclassifications –

 

Certain prior year amounts have been reclassified to conform to current period presentation.

 

 

2.

Comprehensive Income:

 

 

 

We amortize the loss of a forward rate interest swap hedge transaction, which was settled in 2001 with the issuance of fixed rate debt and included in comprehensive income in the equity section of the Condensed Consolidated Balance Sheets.  Total comprehensive income for the three months ended March 31, 2003 and 2002 is summarized as follows (in thousands):


 

 

2003

 

2002

 

 

 



 



 

Net income available to common shareholders

 

$

3,622

 

$

5,364

 

Add back: amortization of hedge loss

 

 

244

 

 

219

 

Less: adjustment for amounts included in net income

 

 

(244

)

 

(219

)

 

 



 



 

Total comprehensive income

 

$

3,622

 

$

5,364

 

 

 



 



 

4


Table of Contents

3.

Common Stock and Related Transactions:

 

 

 

On February 25, 2003, we declared a cash dividend/distribution of $.55 per share/OP Unit to Shareholders and OP Unitholders of record as of March 31, 2003.  The dividend/distribution was paid April 15, 2003 and is included in dividends/distributions payable in the accompanying condensed consolidated balance sheet as of March 31, 2003.

 

 

 

Basic and diluted earnings per share (“EPS”) are summarized in the following table:


(In thousands, except per share data)

 

For the Three Months Ended
March 31,

 

 

 


 

 

 

2003

 

2002

 

 

 


 


 

Basic EPS:

 

 

 

 

 

 

 

Income from continuing operations plus minority interests of common OP Unitholders

 

$

3,092

 

$

5,692

 

 

 



 



 

Weighted average common shares outstanding

 

 

29,351

 

 

29,185

 

Weighted average common OP Units outstanding

 

 

5,618

 

 

5,857

 

 

 



 



 

Weighted average common shares and OP Units - Basic

 

 

34,969

 

 

35,042

 

 

 



 



 

Per Share

 

$

0.09

 

$

0.16

 

 

 



 



 

Diluted EPS:

 

 

 

 

 

 

 

Income from continuing operations plus minority interests of common OP Unitholders

 

$

3,092

 

$

5,692

 

 

 



 



 

Weighted average common shares outstanding

 

 

29,351

 

 

29,185

 

Weighted average common OP Units outstanding

 

 

5,618

 

 

5,857

 

Employee stock options

 

 

8

 

 

159

 

 

 



 



 

Weighted average common shares and OP Units - Diluted

 

 

34,977

 

 

35,201

 

 

 



 



 

Per Share

 

$

0.09

 

$

0.16

 

 

 



 



 


 

We have notes receivable from stock option exercises that bear interest, primarily at LIBOR plus 80 basis points, range in maturity dates from 2003 to 2005, are collateralized by the underlying common shares, and are non-recourse to the borrower.  Approximately $3.6 million of the loans mature in August 2003 and are collateralized by approximately 140,000 shares of common stock.  We may recognize impairment on these notes receivable depending on our share price at maturity.

 

 

4.

Stock Options Plan:

 

 

 

If compensation cost for stock option grants had been recognized based on the fair value at the grant dates for March 31, 2003 and 2002 consistent with the method allowed by SFAS No. 123, “Accounting for Stock-Based Compensation”, net income and net income per common share would have been (in thousands, except per share data):

5


Table of Contents

 

 

For the Three Months Ended March 31,

 

 

 


 

 

 

2003

 

2002

 

 

 


 


 

Net income, as reported

 

$

3,622

 

$

5,364

 

Less: Total stock-based employee compensation expense determined under fair value based method for all awards

 

 

(228

)

 

(282

)

 

 



 



 

Pro forma net income

 

$

3,394

 

$

5,082

 

 

 



 



 

Earnings per share

 

 

 

 

 

 

 

Basic - as reported

 

$

0.12

 

$

0.18

 

 

 



 



 

Basic - pro forma

 

$

0.12

 

$

0.17

 

 

 



 



 

Diluted - as reported

 

$

0.12

 

$

0.18

 

 

 



 



 

Diluted - pro forma

 

$

0.12

 

$

0.17

 

 

 



 



 


5.

Financing:

 

 

 

The following table sets forth certain information regarding debt at March 31, 2003:


(Dollars in thousands)

 

Weighted
Average

Interest Rate

 

Maturity Date

 

Principal
Balance

 

 

 



 



 



 

Fixed rate mortgage debt

 

 

7.70

%

 

2003 - 2011

 

$

278,911

 

Unsecured senior notes

 

 

7.77

%

 

2003 - 2021

 

 

470,000

 

Unsecured installment notes

 

 

7.50

%

 

2012

 

 

9,662

 

 

 

 

 

 

 

 

 



 

Total fixed rate debt

 

 

 

 

 

 

 

 

758,573

 

 

 

 

 

 

 

 

 



 

Unsecured term loan

 

 

3.08

%

 

2004

 

 

125,000

 

Unsecured lines of credit

 

 

2.70

%

 

2005

 

 

123,000

 

 

 

 

 

 

 

 

 



 

Total variable rate debt

 

 

 

 

 

 

 

 

248,000

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

$

1,006,573

 

 

 

 

 

 

 

 

 



 


 

We have a line of credit available with BankOne, N.A., acting as lead agent with a total borrowing capacity of $175 million (the “Bank One Credit Facility”).  Beginning April 2003, our borrowing capacity on this facility is restricted by $10 million each month to ensure availability of $50 million in August 2003 to repay $50 million of senior unsecured notes upon their maturity.  Subsequent to the repayment, the borrowing capacity will be restored to $175 million.  The capacity will then be restricted by $20 million through November 2003 to ensure adequate borrowing capacity to repay $20 million of senior unsecured debt upon its maturity.  Subsequent to that repayment, the borrowing capacity will be restored to $175 million.  The facility matures in February 2005 and as of March 31, 2003, the facility bears interest at LIBOR plus 140 basis points (2.68% as of March 31, 2003).  In addition we have a $7.5 million revolving line of credit from US Bank, which, as of March 31, 2003, bears interest at a rate of LIBOR plus 125 basis points (2.53% as of March 31, 2003) (together with our BankOne Credit Facility, “Credit Facilities”).  As of March 31, 2003 we had approximately $123 million outstanding under our Credit Facilities and had available $59.5 million in additional borrowing capacity.

 

 

 

We have a $125 million term loan with BankOne acting as lead agent, which as of March 31, 2003, bears interest at LIBOR plus 175 basis points (3.03% as of March 31, 2003) and matures in May 2004.

6


Table of Contents

 

In January 2003, Standard & Poor’s Ratings Services affirmed our credit ratings at BBB-, but revised its outlook of our company from stable to negative.  In March 2003, Moody’s Investors Service revised our debt rating to Ba1, outlook uncertain.  Among other things, the downgrade was attributed to uncertainty regarding plans to address 2004 and 2005 debt maturities.  This downgrade resulted in increased borrowing costs under our Bank One Credit Facility, term loan and $70 million of unsecured senior notes, and is reflected above.  In addition, with the change in ratings, we may be required to repurchase $20 million of privately issued unsecured debt, at the lenders option, including related interest and other charges.  This debt is currently scheduled to mature November 2003.

 

 

6.

Related Party Transactions:

 

 

 

During the first quarter of 2003, we owned approximately 19% of N’Tandem Trust’s (“N’Tandem”) outstanding equity. As of March 31, 2003, we had loans and advances of approximately $38 million outstanding to N’Tandem.  We also guarantee N’Tandem’s working capital line of credit, which had $16.5 million outstanding as of March 31, 2003.  Subsequent to March 31, 2003, we advanced N’Tandem $16.5 million to pay off its working capital line of credit.  In addition, we own N’Tandem’s external advisor and provide management and other services to N’Tandem. As such, we possess significant influence over the operating and financial decisions of N’Tandem, and accordingly, account for our investment in N’Tandem utilizing the equity method of accounting. The following table details the fees charged to N’Tandem for the respective periods (in thousands):


 

 

For the Three Months Ended March 31,

 

 

 


 

 

 

2003

 

2002

 

 

 


 


 

Interest income and related fees

 

$

500

 

$

722

 

Advisory fees

 

 

317

 

 

337

 

Management and overhead fees

 

 

267

 

 

426

 

 

 



 



 

 

 

$

1,084

 

$

1,485

 

 

 



 



 


 

In an effort to maximize the return on our investment in N’Tandem and to assume control over the portfolio that we manage for N’Tandem, we signed an agreement in January 2003 to purchase a subsidiary of N’Tandem. This transaction, which carries a total purchase price of approximately $150 million, will require a $5 million additional cash investment.  We will assume $85 million of secured debt and $3 million of other liabilities and retire our loans and advances to N’Tandem, which will be approximately $54.5 million.  The transaction was approved by the shareholders of N’Tandem and is expected to close in the second quarter of 2003.  When the transaction is completed, we plan to market 12 communities for disposition, representing approximately 15% of N’Tandem’s net operating income, in the remainder of 2003.

 

 

 

Effective April 1, 2003, we had the unilateral right to convert our notes receivable from N’Tandem into a common equity investment in N’Tandem.  We exercised that right in April 2003.  Based on the conversion right, we will consolidate N’Tandem beginning April 1, 2003.

 

 

7.

Rental Property Held for Sale / Discontinued Operations:

 

 

 

Assets held for sale are carried at the lower of book value or fair value less costs to sell the assets.  Consistent with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, income from discontinued operations, for all periods presented, includes the results of operations through the property sale date (if the property was sold prior to March 31, 2003) and the results of operations for the properties held for sale through March 31, 2003.  During the first quarter of 2003, we sold two communities for a combined gross sales price of $4.4 million, which includes a net gain on sale of $434,000.  These communities are included in discontinued operations for all periods presented.

7


Table of Contents

 

As of March 31, 2003 we have thirteen communities that are classified as held for sale and are included in discontinued operations for all periods presented.  Properties are identified as assets held for sale when certain disposition criteria are met, and are adjusted to the lower of book value or fair value less costs to sell the assets at the time of reclassification.

 

 

 

During 2002, we disposed of eleven communities, which are included in discontinued operations in 2002.

 

 

 

The following table shows the results of operations for the discontinued operations, in thousands:


 

 

For the Three Months
Ended March 31,

 

 

 


 

 

 

2003

 

2002

 

 

 



 



 

Total revenues

 

$

2,288

 

$

4,099

 

Total operating expenses

 

 

(826

)

 

(1,684

)

Interest expense and related amortization

 

 

(21

)

 

(33

)

Depreciation expense

 

 

(677

)

 

(620

)

 

 



 



 

Income from discontinued operations before

 

 

 

 

 

 

 

Gain on disposition of properties and common minority interests

 

 

764

 

 

1,762

 

Gain on disposition of properties

 

 

459

 

 

—  

 

Minority interests of common OP Unitholders

 

 

(197

)

 

(295

)

 

 



 



 

Income from discontinued operations, net of minority interests

 

$

1,026

 

$

1,467

 

 

 



 



 


8.

Goodwill:

 

 

 

We adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), as of January 1, 2002.  Under the new rules, goodwill and intangible assets deemed to have indefinite lives are no longer amortized, instead being subject to impairment tests at least annually.

 

 

 

SFAS No. 142 requires us to test goodwill for impairment using a two-step process.  The first step is a screen for potential impairment, while the second step measures the amount of impairment.  We completed the first step of our goodwill impairment testing by the end of the second fiscal quarter of 2002.  As a result of performing the first “step” of goodwill impairment testing, we identified impairment related to the goodwill associated with CSI’s only company-owned home sales dealership.  As allowed under the transitional provisions of SFAS No. 142, we completed the second “step” in the third quarter of 2002. As a result of this test, we recognized impairment of approximately $1.0 million before allocation to minority interests.  The impairment loss has been recorded in the first quarter as a cumulative effect of a change in accounting principle in the Condensed Consolidated Statements of Income during the three months ended March 31, 2002.

 

 

9.

New Accounting Pronouncements:

 

 

 

In December 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No.148, “Accounting for Stock-Based Compensation – Transition Disclosure – an amendment of FASB Statement No. 123” (“SFAS No. 148”).  SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation”, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.  We have not yet elected to adopt the transitional provisions of this standard.

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In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities” (“FIN 46”).A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property.  A company that consolidates a variable interest entity is called the primary beneficiary.  Previous practice has dictated that one company would include another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest.  This statement is effective in two parts.  The statement immediately applies to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after January 31, 2003.  The statement applies no later than the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired prior to February 1, 2003.  The adoption of this statement will require the consolidation of CSI beginning July 1, 2003.  We do not believe additional exposure exists as a result of consolidating CSI, as CSI is currently accounted for under the equity method through our recognition of 100% of CSI’s equity earnings/losses.


Item 2.

Management Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements and notes appearing elsewhere in this report and with the December 31, 2002 Form 10-K.  Certain statements in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995.  Such forward-looking statements may involve our plans, objectives and expectations that may be impacted by a number of risks and uncertainties.  Those risks and uncertainties include, but are not limited to: national, regional and local economic climates, competition from other forms of single or multi-family housing, changes in market rental rates, supply and demand for affordable housing, the ability of manufactured home buyers to obtain financing, our ability to maintain rental rates and occupancy, the level of repossessions by manufactured home lenders, changes in interest rates, the pace of dispositions, our corporate debt ratings, and the condition of capital markets.  We undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise. 

Overview

Since our organization, we have elected to qualify as a REIT under the Internal Revenue Code and thus do not generally pay Federal income taxes to the extent that such earnings are distributed to shareholders in accordance with REIT requirements.  We conduct substantially all of our activities through our Operating Partnership in which we owned a combined 84% general partner interest as of March 31, 2003.  As of March 31, 2003, we owned 203 properties containing an aggregate of 67,966 homesites and 1,359 park model/RV sites, located in 32 states.  Approximately 28% of these homesites were in Florida, 25% were in Michigan, and 9% were in Georgia.  We also fee managed 35 properties containing an aggregate of 7,835 homesites.  In January 2003, we entered into an agreement to acquire the N’Tandem subsidiary that owns 33 of these communities (further described below).

During the third quarter of 2001, we began the implementation of our plan to dispose of those communities that do not fit our overall strategic objectives or do not meet our operating standards, which in turn will help us meet our financial objectives.  From the inception of the plan through March 31, 2003, we have disposed of an aggregate of 24 properties and three parcels of land for approximately $96.6 million (see further discussion under “Liquidity and Capital Resources” below).

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Results of Operations

Our results of operations in 2003 continue to be adversely impacted by many of the same factors that affected our 2002 results, including:

 

Continued weakening economic conditions, which are more pronounced in certain markets in which we operate, specifically, greater Atlanta, Indiana, Michigan, North Carolina and Alabama.

 

Several retail lenders who provide financing to our residents have exited the market place, while others have tightened their underwriting standards, making it more difficult for prospective residents to finance homes to be placed in our communities.

 

Readily available and lower rate mortgage financing allows our traditional customers the opportunity to purchase a moderately priced site-built home, with an affordable monthly payment.

 

Declining rental rates from apartments have added to the competitive environment.

 

Two retail lenders filed for protection under the bankruptcy laws in the fourth quarter of 2002.  This has affected the pricing of manufactured homes by increasing the supply of repossessed and other pre-owned homes, thereby exerting downward pressure on new and pre-owned home pricing.  In addition, these lenders were making rental payments on an aggregate of 800 sites that they were occupying as a result of their repossession of homes from our residents.  Effective in the fourth quarter of 2002, these lenders discontinued rental payments on these sites.  As of March 31, 2003, 1,200 sites are occupied by repossessed homes not considered revenue producing in our portfolio.

These factors have made it more difficult for us to attract new residents and maintain historical occupancy rates at our communities. As of the end of the first quarter we lost 235 revenue producing sites in the same store portfolio, from December 31, 2002.  We expect occupancy to remain relatively flat for the remainder of 2003.  In addition, these factors have led to increased repossessions, increased collection costs, additional pressure for lower rental increases and losses of value in home inventory held by CSI.

The following table summarizes certain information relative to our properties for the three months ended March 31, 2003 and 2002.  We consider all communities owned by us at both the beginning of the period and the end of the period, which are not classified as held for sale, as our “Same Store Portfolio.”

 

 

Same Store Portfolio

 

Total Portfolio

 

 

 


 


 

(Dollars in thousands, except per site information)

 

2003

 

2002

 

2003

 

2002

 

 

 


 


 


 


 

As of March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of communities

 

 

186

 

 

186

 

 

203

 

 

214

 

Total manufactured homesites

 

 

65,147

 

 

64,771

 

 

67,966

 

 

69,990

 

Occupied sites

 

 

55,863

 

 

57,419

 

 

58,065

 

 

61,733

 

Occupancy

 

 

85.7

%

 

88.6

%

 

85.4

%

 

88.2

%

For the three months ended March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

63,187

 

$

61,703

 

$

63,432

 

$

61,936

 

Property operating expenses

 

$

22,768

 

$

21,461

 

$

24,042

 

$

22,659

 

Net operating income

 

$

40,419

 

$

40,242

 

$

39,390

 

$

39,277

 

Weighted average monthly rent per site

 

$

362

 

$

346

 

$

362

 

$

343

 

NOTE: Discontinued operations are included only in “Total Portfolio” site and community information.

Comparison of three months ended March 31, 2003 to three months ended March31, 2002

For the three months ended March 31, 2003, income from continuing operations was $2.6 million, a decrease of $2.1 million from the three months ended March31, 2002.  The decrease was due to increased depreciation in 2003 and lower gains on dispositions in 2003, as compared with 2002.

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Rental revenue for the three months ended March 31, 2003 was $63.4 million, an increase of $1.5 million from the three months ended March 31, 2002.  The increase is primarily due to rental increases in our Same Store Portfolio offset somewhat by declining occupancy.

As of March 31, 2003, occupancy in our stable portfolio was 89.3%, 75.5% in the expansion portfolio, and 38.9% in the development properties.  Total portfolio occupancy at March 31, 2003 was 85.4%.  This compares to occupancy at March 31, 2002 of 92.3% in the stable portfolio, 77.1% in the expansion portfolio and 42.4% in the development portfolio, or total portfolio occupancy of 88.2%.  On a per-site basis, weighted monthly rental revenue for the three months ended March 31, 2003 was $362 compared with $343 for the same period in 2002, an increase of 5.4%.

Management fee and other income primarily include management and advisory fee income for the management of 35 manufactured home communities, which includes N’Tandem Trust (“N’Tandem”), and equity earnings/losses from our taxable REIT subsidiary, Community Sales, Inc. (“CSI”).  The decrease is due to reduced fees from N’Tandem, (see further discussion on N’Tandem under “Liquidity and Capital Resources” below) and increased losses from CSI.  We recognized a loss of $622,000 from CSI in the first quarter of 2003, compared with a loss of $472,000 in the first quarter of 2002. The increased losses are a result of lower home sales margins and an increase in inventory reserves as a result of the increased pressure on home values.

Property operating and maintenance expense for the three months ended March 31, 2003 increased by $1.3 million or 7% from the same period a year ago.  The increase was due to the increases in our Same Store Portfolio, including increased water and sewer expense, repairs and maintenance, property insurance and payroll burden costs, offset by a decrease in collection costs. 

Administrative expense for the three months ended March 31, 2003 decreased by $265,000 from the same period a year ago.  Administrative expense in the first quarter of 2003 was 4.7% of total revenues as compared to 5.2% in the same period of 2002.  This decrease was primarily due to the restructuring of some of our divisional and corporate departments that was completed in the fourth quarter of 2002 in an effort to lower our costs, in addition to a number of operational-related consulting projects that were completed in 2002.

Depreciation and amortization expense for the three months ended March 31, 2003 increased $1,406,000 from the same period a year ago.  Depreciation expense as a percentage of average depreciable rental property in the first quarter of 2003 remained relatively unchanged from 2002. 

Discontinued Operations

Consistent with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, income from discontinued operations, for all periods presented, includes the results of operations through the property sale date (if the property was sold prior to March 31, 2003) and the results of operations for the properties held for sale through March 31, 2003.  During the first quarter of 2003 we sold two communities, which have been reclassified to discontinued operations for all periods presented. 

As of March 31, 2003 we have thirteen communities that are classified as held for sale and are included in discontinued operations (see further discussion under “2003 Portfolio Changes” below) for all periods presented.  Properties are identified as assets held for sale when certain criteria are met, and are adjusted to the lower of book value or fair value less costs to sell the assets at the time of reclassification. 

During 2002, we disposed of eleven communities, which are included in discontinued operations for 2002.

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Table of Contents

Cumulative Effect of a Change in Accounting Principle

CSI adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”, as of January 1, 2002, resulting in an impairment charge in the first quarter of approximately $1 million.  This resulted from an impairment in the goodwill related to its investment in the only company owned home sales dealership.  This charge is reflected as a cumulative effect of a change in accounting principle.

Liquidity and Capital Resources

Net cash provided by operating activities was $25.6 million for the three months ended March 31, 2003, compared to $30.7 million for the same period in 2002, due to changes in our operating assets and liabilities. 

Net cash provided by investing activities for the three months ended March 31, 2003 was $3.3 million as compared to $4.4 million for the same period in 2002.  This amount is comprised of proceeds from the disposition of rental properties and a payment from a Notes Receivable OP Unitholder, offset somewhat by investments in development, acquisitions and capital expenditures, as well as additional investments in and advances to affiliates.  We advanced $1.5 million to CSI during the first quarter of 2003 to primarily fund inventory purchases. 

Net cash used in financing activities for the three months ended March 31, 2003 was $26.9 million.  This consisted primarily of net payments on our Credit Facilities (discussed below) and distributions to our shareholders and OP Unitholders of $19.2 million. 

We anticipate that cash generated from operating activities and borrowing on our Credit Facilities will continue to provide the necessary funding for our short-term liquidity needs such as operating expenses, interest expense on outstanding indebtedness, recurring capital expenditures and dividends and distributions to our shareholders and OP Unitholders. 

Our long-term liquidity is affected by a number of factors, including the acquisition and disposition of properties, the amount of nonrecurring capital expenditures, the pace and cost of new and existing community development and expansion activities, our credit ratings with the national rating agencies and the timing of principal payments due on our indebtedness. 

We have approximately $70 million of senior unsecured notes maturing in 2003, $50 million in August and $20 million in November.  We expect to repay the balance with refinancings, the proceeds from property dispositions, borrowings on our Credit Facilities, which, as described below, have been amended to require adequate capacity to handle these maturities, or the issuance of additional secured or unsecured debt.

We have a line of credit available with BankOne, N.A., acting as lead agent with a total borrowing capacity of $175 million (the “Bank One Credit Facility”).  Beginning April 2003, our borrowing capacity on this facility is restricted by $10 million each month to ensure availability of $50 million in August 2003 to repay $50 million of senior unsecured notes upon their maturity.  Subsequent to the repayment, the borrowing capacity will be restored to $175 million.  The capacity will then be restricted by $20 million through November 2003 to ensure adequate borrowing capacity the repay of $20 million of senior unsecured debt upon its maturing.  Subsequent to that repayment, the borrowing capacity will be restored to $175 million.  The facility matures in February 2005 and as of March 31, 2003, the facility bears interest at LIBOR plus 140 basis points (2.68% as of March 31, 2003).  In addition we have a $7.5 million revolving line of credit from US Bank, which, as of March 31, 2003, bears interest at a rate of LIBOR plus 125 basis points (2.53% as of March 31, 2003) (together with our BankOne Credit Facility, “Credit Facilities”).  As of March 31, 2003 we had approximately $123 million outstanding under our Credit Facilities and had available $59.5 million in additional borrowing capacity.

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As of March 31, 2003, we had outstanding, in addition to the Credit Facilities, $470 million of senior unsecured debt with a weighted average interest rate and remaining maturity of 7.8% and 5.6 years, respectively, $279 million of secured mortgage debt with a weighted average interest rate and remaining maturity of 7.7% and 6.4 years, respectively, $9.7 million unsecured installment notes with an interest rate of 7.5% and a $125 million unsecured term loan with an interest rate of 3.1%.  As of March 31, 2003, we had approximately $1.0 billion of total debt outstanding, representing approximately 57.8% of our total market capitalization.  We consider market capitalization to be the sum of outstanding debt, preferred OP Units and the market value of our outstanding common shares and OP Units, all at the end of the period.  All of the debt is fixed rate debt, other than our Credit Facilities and term loan.  The fixed rate debt carries a weighted average interest rate of 7.7%. 

In January 2003, Standard & Poor’s Ratings Services affirmed our credit ratings at BBB-, but revised its outlook of our company from stable to negative.  In March 2003, Moody’s Investors Service revised our debt rating to Ba1, outlook uncertain.  This downgrade was attributed, among other things, to uncertainty regarding plans to address 2004 and 2005 debt maturities.  The downgrade resulted in increased borrowing costs under our BankOne Credit Facility, term loan and $70 million of unsecured senior notes of approximately $1 million annually.  In addition, with the change in ratings, we may be required to repurchase $20 million of privately issued unsecured debt, at the lenders option, including related interest and other charges.  This debt is currently scheduled to mature November 2003.

We are currently in the process of securing $50 million of unsecured senior notes, which are due 2021.  As a result of our current credit rating, the covenant waivers that were received effective December 31, 2002 require us to complete this transaction by June 24, 2003, or be in default on these notes.  We expect to complete the transaction by the required date.

As we have done historically, we expect to finance future debt maturities and meet our long-term liquidity needs through proceeds from property dispositions, additional borrowings under our existing or new credit facilities, issuances of new secured or unsecured debt financings or where appropriate, additional issuances of equity.

2003 Portfolio Change

As part of our strategy to bring our overall debt to market capitalization ratio more in line with our historical operating parameters, as of March 31, 2003 we disposed of 2 properties and during 2002 we disposed of 15 properties, as outlined in the table below:

(Dollars in thousands)

 

Number of

Communities

 

Number of
Sites

 

Gross Sales
Price

 

Gain / (Loss)
on Sale

 

 

 



 



 



 



 

Included in Discontinued Operations

 

 

11

 

 

2,250

 

$

41,440

 

$

8,879

 

Included in Continuing Operations

 

 

4

 

 

723

 

 

8,450

 

 

(401

)

 

 



 



 



 



 

2002 totals

 

 

15

 

 

2,973

 

$

49,890

 

$

8,478

 

2003 totals - all included in Discontinued Operations

 

 

2

 

 

338

 

$

4,400

 

$

459

 

 

 



 



 



 



 

Grand total

 

 

17

 

 

3,311

 

$

54,290

 

$

8,937

 

 

 



 



 



 



 

For the three months ended March 31, 2003, the proceeds from the dispositions were used to repay amounts outstanding under our Credit Facilities.

As a continuing part of our long-term strategic plan, we expect to dispose of an additional $100 million of assets during 2003 (of which $39.2 million met the held for sale criteria under SFAS No.144) and potentially another aggregate $100-$200 million in 2004 and 2005. The disposition pace and pricing will depend on a number of factors, including the availability and terms of mortgage financing for manufactured housing communities and current capitalization rates.

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Table of Contents

Capital Investments

Our investment in capital improvements for the three months ended March 31, is as follows (in thousands, except per site):

 

 

For the Three Months
Ended March 31,

 

 

 


 

 

 

2003

 

 

 



 

Recurring capital expenditures (per site average $25.34) (a)

 

$

1,699

 

Site upgrades (b)

 

 

117

 

Acquisitions (c)

 

 

311

 

Expansions and development (d)

 

 

1,736

 

Revenue producing (e)

 

 

137

 

 

 



 

Total

 

$

4,000

 

 

 



 


(a)

Includes capital expenditures necessary to maintain asset quality, including purchasing and replacing assets used to operate the community.  These capital expenditures do not include water meters, sheds, homes, or acquisitions. This is the actual cost to maintain the asset quality in the communities, e.g. clubhouse and building improvements, vehicles and maintenance equipment, road and other paving work, utility systems, common area amenities, drainage etc.  Minimum capitalizable amount of project is $1,000.

 

 

(b)

Includes costs that are incurred when an existing older home (usually a smaller single-sectional home) moves out, and the site is prepared for a larger new home, more often than not, a multi-sectional home.  These activities which are governed by manufacturers’ installation requirements and state building codes include grading, electrical, concrete, landscaping, drainage and water/sewer lines.

 

 

(c)

Acquisitions, as presented above, represent the purchase price of existing operating communities and land parcels to develop expansions or new communities.  Acquisitions also include deferred capital improvements identified during due diligence and provided for in the acquisition pricing formula.  These are identified during due diligence, but sometimes require up to 12 months after closing to complete.

 

 

(d)

These are the costs included in the development and expansion of communities. Costs in this category may include engineering, driveways, paving, utilities, homesite preparation and amenities.

 

 

(e)

Revenue producing includes costs related to revenue-generating activities, consisting primarily of sub-metering of water and sewer, and storage sheds.

As of March 31, 2003, we substantially completed the development of approximately 40 sites.  In response to economic conditions that have weakened the demand for manufactured home community sites in many of our markets, we have moderated the pace of our development and expansion activity and will focus on filling the sites already substantially complete and currently vacant.  We expect to spend an additional $10 million in finish costs in 2003, as these sites are filled.  In addition, where appropriate, we will consider upgrading or adding facilities and amenities to certain communities in order to make those communities more attractive in their market, and to increase our potential cash flow from the community.   

N’Tandem

As of March 31, 2003, we owned approximately 19% of N’Tandem’s outstanding equity and have made loans and advances to N’Tandem.  We account for this investment utilizing the equity method of accounting.  Subsequent to March 31, 2003, we advanced N’Tandem $16.5 million to pay off their working capital line of credit.  In an effort to maximize the return on our investment in N’Tandem and to assume control over the portfolio that we manage for N’Tandem, we signed an agreement in January 2003 to purchase a subsidiary of N’Tandem. This transaction, which carries a total purchase price of approximately $150 million, will require a $5 million additional cash investment.  In addition, we will assume $85 million of secured debt and $3 million of other liabilities and retire our loans and advances to N’Tandem, which are currently $54.5 million.  The transaction has been approved by the shareholders of N’Tandem and is expected to close in the second

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Table of Contents

quarter of 2003.  When the transaction is completed, we plan to market 11 communities for disposition, representing approximately 15% of N’Tandem’s net operating income, in the remainder of 2003.

Effective April 1, 2003, we had the unilateral right to convert our notes receivable from N’Tandem into a common equity investment in N’Tandem.  We exercised that right in April 2003.  Based on the conversion right, we will consolidate N’Tandem beginning April 1, 2003.

Historically we recognized income from a property management agreement, an advisory agreement, overhead reimbursements and interest income on advances as earned from N’Tandem.  The amount of fee income and interest income earned is outlined in the table below.

 

 

For the Three Months Ended
March 31,

 

 

 


 

 

 

2003

 

2002

 

 

 


 


 

Interest income and related fees

 

$

500

 

$

722

 

Advisory fees

 

 

317

 

 

337

 

Management and overhead fees

 

 

267

 

 

426

 

 

 



 



 

 

 

$

1,084

 

$

1,485

 

 

 



 



 

Interest is earned on the loan to N’Tandem (Prime plus one percent, or 5.25% at March 31, 2003) and in 2002, includes fees paid by N’Tandem for the subordination of our loan to the N’Tandem bank debt (approximately $200,000).  The advisory fees are charged based on one percent of N’Tandem’s average assets.  The management fees are charged based on five percent of revenues of properties managed by us on behalf of N’Tandem.  Overhead reimbursement fees were based on a specific allocation of costs.  During the first quarter of 2003, we recorded a loss of $27,000, representing our ownership interest in N’Tandem’s loss.

New Accounting Pronouncements

See footnote 9 of the Notes to Condensed Consolidated Financial Statements for discussion of the impact of new accounting pronouncements.

Other

Funds from operations (“FFO”) is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as consolidated net income without giving effect to gains (or losses) from sales of property and rental property depreciation and amortization.  We believe that FFO is an important and widely used measure of the operating performance of REITs, which provides a relevant basis for comparison among REITs.  FFO (1) does not represent cash flow from operations as defined by generally accepted accounting principles; (2) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; (3) is not an alternative to cash flow as a measure of liquidity; and (4) may not be comparable to similarly titled measures reported by other REITs.

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Table of Contents

Our FFO is calculated as follows:

 

 

For the Three Months
Ended March 31,

 

 

 


 

(In thousands)

 

2003

 

2002

 

 

 



 



 

Income available to common shareholders

 

$

3,622

 

$

5,364

 

Adjustments:

 

 

 

 

 

 

 

Depreciation and amortization on rental properties

 

 

17,107

 

 

15,835

 

Gain on disposition of rental property

 

 

—  

 

 

(1,164

)

Minority interests of common OP Unitholders

 

 

693

 

 

1,076

 

Cumulative effect of accounting change

 

 

—  

 

 

1,014

 

Discontinued operations:

 

 

 

 

 

 

 

Depreciation on rental property

 

 

677

 

 

620

 

Net gain on disposition of properties

 

 

(459

)

 

—  

 

 

 



 



 

FFO

 

$

21,640

 

$

22,745

 

 

 



 



 


Item 3.

Quantitative and Qualitative Disclosures about Market Risks

Our primary market risk exposure is interest rate risk.  Management has and will continue to manage interest rate risk by (1) maintaining a conservative ratio of fixed-rate, long-term debt to total debt such that variable rate exposure is kept at an acceptable level and (2) taking advantage of favorable market conditions for long-term debt and/or equity.  As of March 31, 2003, our Credit Facilities and term loan represented our only variable rate debt. 

We face market risk relating to our fixed-rate debt upon refinancing of such debt and depending upon prevailing interest rates at the time of such refinanceWe have approximately $70 million of senior unsecured notes maturing in 2003, $50 million in August and $20 million in November.  We expect to repay the balance with the proceeds from property dispositions or borrowings on our Credit Facilities or issuing new secured or unsecured debt. 

In addition, we have assessed the market risk for our variable rate debt and believe that a 1% increase in LIBOR rates would result in an approximate $2.5 million increase in interest expense based on our average variable rate debt outstanding during 2003 of $253 million. 

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures.  The term “disclosure controls and procedures,” as defined by the regulations of the Securities and Exchange Commission (“SEC”), means controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions to be made regarding required disclosure.   The Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of a date within 90 days of the filing date of this Form 10-Q and have concluded that our disclosure controls and procedures are effective as of the date of such evaluation.

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Table of Contents

Changes in Internal Controls

We also maintain a system of internal controls.  The term “internal controls,” as defined by the American Institute of Certified Public Accountants’ Codification of Statement on Auditing Standards, AU Section 319, means controls and other procedures designed to provide reasonable assurance regarding the achievement of objectives in the reliability of our financial reporting, the effectiveness and efficiency of our operations and of our compliance with applicable laws and regulations.  There have been no significant changes in our internal controls or in other factors that could significantly affect such controls subsequent to the date we carried out our evaluation.

PART II.

OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

 

None.

 

 

Item 2.

Changes in Securities and Use of Proceeds

 

Not Applicable.

 

 

Item 3.

Defaults Upon Senior Securities

 

Not Applicable.

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

None.

 

 

Item 5.

Other Information

Property Information

We classify all our properties in one of four categories: stable, expansion, development, or disposition.  The stable portfolio includes communities that do not have expansion activities.  These communities normally have stable occupancy rates.  The development portfolio includes our ground-up development properties.  The expansion portfolio includes properties that have non-revenue producing homesites, which were constructed through an expansion of the community.  When an expansion community becomes 90% occupied, it is reclassified as a stabilized community.  The disposition portfolio includes those communities that meet the criteria to be classified as assets held for sale.

The following table sets forth certain information, as of March 31, 2003, regarding our properties, excluding our three park model/RV communities, as well as two of our greenfield properties that we have not yet commenced actual site development.  A park model/RV community is a community where the majority of the sites are leased on an annual basis, although the resident only occupies the home for a portion of the year.  A minority of the sites are rented with recreational vehicles on a daily, weekly or monthly basis. 

Community

 

State

 

Location (Closest
Major City)

 

Total
 Number
of Sites

 

Occupancy

 

Weighted
Average
Monthly Rent
per Site

 


 



 



 



 



 



 

Stable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100 Oaks

 

 

AL

 

 

Fultondale

 

 

235

 

 

74.0

%

$

253.99

 

Anchor Bay

 

 

MI

 

 

Detroit

 

 

1,384

 

 

88.1

%

$

404.54

 

Anchor North

 

 

FL

 

 

Tampa Bay

 

 

93

 

 

94.6

%

$

321.44

 

Apache East

 

 

AZ

 

 

Apache Jct

 

 

123

 

 

91.9

%

$

275.38

 

Arlington Lakeside

 

 

TX

 

 

Dallas

 

 

233

 

 

86.3

%

$

310.38

 

Audubon

 

 

FL

 

 

Orlando

 

 

280

 

 

95.7

%

$

309.94

 

Autumn Forest

 

 

NC

 

 

Greensboro

 

 

299

 

 

57.9

%

$

274.54

 

Avon

 

 

MI

 

 

Detroit

 

 

617

 

 

94.8

%

$

455.74

 

Beacon Hill Colony

 

 

FL

 

 

Tampa

 

 

201

 

 

99.5

%

$

266.78

 

17


Table of Contents

Community

 

State

 

Location (Closest
Major City)

 

Total
Number
of Sites

 

Occupancy

 

Weighted
Average
Monthly Rent
per Site

 


 



 



 



 



 



 

Beacon Terrace

 

 

FL

 

 

Tampa

 

 

297

 

 

99.7

%

$

296.30

 

Bermuda Palms

 

 

CA

 

 

Palm Springs

 

 

185

 

 

98.4

%

$

383.83

 

Berryman’s Branch

 

 

NJ

 

 

Philadelphia

 

 

257

 

 

92.2

%

$

386.12

 

Buena Vista

 

 

ND

 

 

Fargo

 

 

400

 

 

94.8

%

$

312.22

 

Camden Point

 

 

GA

 

 

Kingsland

 

 

268

 

 

40.7

%

$

194.46

 

Castlewood Estates

 

 

GA

 

 

Atlanta

 

 

334

 

 

81.7

%

$

388.87

 

Casual Estates

 

 

NY

 

 

Syracuse

 

 

961

 

 

64.0

%

$

331.00

 

Cedar Grove

 

 

CT

 

 

New Haven

 

 

60

 

 

96.7

%

$

354.92

 

Cedar Knolls

 

 

MN

 

 

Minneapolis

 

 

458

 

 

96.9

%

$

453.24

 

Chesterfield

 

 

MI

 

 

Detroit

 

 

345

 

 

93.0

%

$

435.20

 

Cimarron Park

 

 

MN

 

 

St. Paul

 

 

505

 

 

96.2

%

$

468.23

 

Clinton

 

 

MI

 

 

Detroit

 

 

1,000

 

 

88.8

%

$

440.47

 

Coach Royale

 

 

ID

 

 

Boise

 

 

91

 

 

96.7

%

$

337.62

 

Colonial Acres

 

 

MI

 

 

Kalamazoo

 

 

612

 

 

82.2

%

$

336.81

 

Colonial Manor

 

 

MI

 

 

Kalamazoo

 

 

195

 

 

87.7

%

$

311.78

 

Colony Cove

 

 

FL

 

 

Sarasota

 

 

2,210

 

 

98.3

%

$

408.45

 

Columbia Heights

 

 

ND

 

 

Grand Forks

 

 

302

 

 

95.4

%

$

325.65

 

Country Estates

 

 

MI

 

 

Grand Rapids

 

 

254

 

 

80.3

%

$

331.61

 

Countryside Village - Denver

 

 

CO

 

 

Denver

 

 

345

 

 

91.9

%

$

455.52

 

Countryside Vlg Jacksonville

 

 

FL

 

 

Jacksonville

 

 

643

 

 

85.4

%

$

343.10

 

Countryside Vlg Longmont

 

 

CO

 

 

Longmont

 

 

310

 

 

97.4

%

$

451.58

 

Creekside

 

 

TX

 

 

Dallas

 

 

583

 

 

94.2

%

$

417.22

 

Crestview

 

 

OK

 

 

Stillwater

 

 

238

 

 

68.1

%

$

224.37

 

Crystal Lake Club

 

 

FL

 

 

Tampa

 

 

599

 

 

79.3

%

$

310.53

 

Denali Park

 

 

AZ

 

 

Apache Jct

 

 

162

 

 

82.7

%

$

280.37

 

Eagle Point

 

 

WA

 

 

Seattle

 

 

230

 

 

84.8

%

$

521.05

 

Eastridge Estates

 

 

CA

 

 

San Jose

 

 

187

 

 

99.5

%

$

734.10

 

Eldorado Estates

 

 

FL

 

 

Daytona Beach

 

 

126

 

 

94.4

%

$

305.05

 

Emerald Lake

 

 

FL

 

 

Fort Myers

 

 

201

 

 

99.0

%

$

321.11

 

Evergreen

 

 

CT

 

 

New Haven

 

 

102

 

 

97.1

%

$

357.26

 

Fairways Country Club

 

 

FL

 

 

Orlando

 

 

1,141

 

 

99.3

%

$

326.16

 

Falcon Farms

 

 

IL

 

 

Moline

 

 

215

 

 

90.2

%

$

293.42

 

Ferrand Estates

 

 

MI

 

 

Grand Rapids

 

 

420

 

 

97.6

%

$

383.40

 

Forest Creek

 

 

IN

 

 

South Bend

 

 

167

 

 

77.8

%

$

338.14

 

Fountainvue

 

 

IN

 

 

Marion

 

 

120

 

 

85.8

%

$

206.42

 

Four Seasons

 

 

GA

 

 

Atlanta

 

 

214

 

 

88.3

%

$

335.84

 

Foxhall Village

 

 

NC

 

 

Raleigh

 

 

315

 

 

87.6

%

$

363.99

 

Friendly Village

 

 

GA

 

 

Atlanta

 

 

203

 

 

94.6

%

$

400.73

 

Friendly Village - CO

 

 

CO

 

 

Greeley

 

 

226

 

 

98.2

%

$

364.12

 

Grand Place

 

 

TX

 

 

Dallas

 

 

334

 

 

93.7

%

$

374.27

 

Green Acres - CT

 

 

CT

 

 

New Haven

 

 

64

 

 

100.0

%

$

351.38

 

Green River Village

 

 

CA

 

 

Los Angeles

 

 

333

 

 

99.7

%

$

772.68

 

Greenbriar Village

 

 

PA

 

 

Allentown

 

 

319

 

 

98.7

%

$

393.11

 

Greenpark South

 

 

AL

 

 

Montgomery

 

 

421

 

 

90.7

%

$

293.18

 

Haselton Village

 

 

FL

 

 

Orlando

 

 

292

 

 

97.6

%

$

258.11

 

Hickory Knoll

 

 

IN

 

 

Indianapolis

 

 

325

 

 

91.4

%

$

357.47

 

Hidden Valley

 

 

FL

 

 

Orlando

 

 

303

 

 

99.7

%

$

361.83

 

Highland

 

 

CT

 

 

New Haven

 

 

50

 

 

90.0

%

$

364.14

 

Hillcrest

 

 

MA

 

 

Boston

 

 

83

 

 

96.4

%

$

387.56

 

Holiday Estates

 

 

MI

 

 

Grand Rapids

 

 

204

 

 

93.6

%

$

352.88

 

Hoosier Estates

 

 

IN

 

 

Indianapolis

 

 

288

 

 

97.2

%

$

213.68

 

Howell

 

 

MI

 

 

Lansing

 

 

455

 

 

89.7

%

$

420.01

 

Hunter Ridge

 

 

GA

 

 

Atlanta

 

 

838

 

 

82.1

%

$

355.50

 

Jurupa Hills

 

 

CA

 

 

Los Angeles

 

 

322

 

 

99.7

%

$

597.83

 

La Quinta Ridge

 

 

CA

 

 

Palm Springs

 

 

151

 

 

91.4

%

$

438.31

 

Lake in the Hills

 

 

MI

 

 

Detroit

 

 

238

 

 

95.8

%

$

431.48

 

Lakeland Harbor

 

 

FL

 

 

Tampa

 

 

504

 

 

99.8

%

$

282.15

 

Lakeland Junction

 

 

FL

 

 

Tampa

 

 

191

 

 

99.5

%

$

224.72

 

Lakes at Leesburg

 

 

FL

 

 

Orlando

 

 

640

 

 

99.7

%

$

294.31

 

Lakeside Terrace

 

 

FL

 

 

Orlando

 

 

241

 

 

97.9

%

$

233.99

 

Lakewood Estates IA

 

 

IA

 

 

Davenport

 

 

180

 

 

89.4

%

$

321.64

 

Lamplighter GA

 

 

GA

 

 

Atlanta

 

 

431

 

 

87.2

%

$

380.78

 

18


Table of Contents

Community

 

State

 

Location (Closest
Major City)

 

Total
Number
of Sites

 

Occupancy

 

Weighted
Average
Monthly Rent
per Site

 


 


 


 


 


 


 

Land O’ Lakes

 

 

FL

 

 

Orlando

 

 

173

 

 

93.6

%

$

286.65

 

Landmark Village

 

 

GA

 

 

Atlanta

 

 

524

 

 

79.8

%

$

338.07

 

Leisurewoods Rockland

 

 

MA

 

 

Boston

 

 

394

 

 

98.5

%

$

364.08

 

Leisurewoods Taunton

 

 

MA

 

 

Boston

 

 

222

 

 

100.0

%

$

338.81

 

Longview - CO

 

 

CO

 

 

Longmont

 

 

400

 

 

99.0

%

$

432.75

 

Los Ranchos

 

 

CA

 

 

Los Angeles

 

 

389

 

 

75.1

%

$

365.99

 

Macomb

 

 

MI

 

 

Detroit

 

 

1,427

 

 

86.6

%

$

432.26

 

Maple Grove Estates

 

 

ID

 

 

Boise

 

 

270

 

 

92.6

%

$

357.92

 

Maple Valley

 

 

IL

 

 

Kankakee

 

 

276

 

 

98.6

%

$

311.94

 

Mariwood

 

 

IN

 

 

Indianapolis

 

 

296

 

 

88.5

%

$

343.37

 

Marnelle

 

 

GA

 

 

Atlanta

 

 

205

 

 

85.9

%

$

329.19

 

Meadow Park

 

 

ND

 

 

Fargo

 

 

117

 

 

94.0

%

$

248.82

 

Mountain View

 

 

NV

 

 

Las Vegas

 

 

349

 

 

100.0

%

$

550.91

 

North Bluff Estates

 

 

TX

 

 

Austin

 

 

274

 

 

95.3

%

$

368.33

 

Northwood

 

 

TX

 

 

Dallas

 

 

451

 

 

96.0

%

$

417.76

 

Novi

 

 

MI

 

 

Detroit

 

 

725

 

 

81.8

%

$

465.19

 

Oak Ridge

 

 

IN

 

 

South Bend

 

 

204

 

 

82.4

%

$

297.46

 

Oakhill

 

 

MI

 

 

Flint

 

 

504

 

 

80.8

%

$

401.56

 

Oakwood Forest

 

 

NC

 

 

Greensboro

 

 

482

 

 

72.2

%

$

304.42

 

Old Orchard

 

 

MI

 

 

Flint

 

 

200

 

 

99.0

%

$

372.57

 

Orange Lake

 

 

FL

 

 

Orlando

 

 

242

 

 

92.1

%

$

296.98

 

Palm Beach Colony

 

 

FL

 

 

West Palm Beach

 

 

285

 

 

94.4

%

$

337.67

 

Parkwood Communities

 

 

FL

 

 

Orlando

 

 

695

 

 

95.7

%

$

192.59

 

Pine Lakes Ranch

 

 

CO

 

 

Denver

 

 

762

 

 

96.7

%

$

423.83

 

Pinecrest Village

 

 

LA

 

 

Shreveport

 

 

446

 

 

76.2

%

$

186.17

 

Pinewood

 

 

MI

 

 

Columbus

 

 

380

 

 

85.3

%

$

341.34

 

Pleasant Ridge

 

 

MI

 

 

Lansing

 

 

305

 

 

57.0

%

$

253.91

 

President’s Park

 

 

ND

 

 

Grand Forks

 

 

174

 

 

84.5

%

$

281.04

 

Redwood Estates

 

 

CO

 

 

Denver

 

 

754

 

 

97.5

%

$

428.28

 

Regency Lakes

 

 

VA

 

 

Winchester

 

 

384

 

 

98.2

%

$

266.52

 

Riverdale(Colonial Coach)

 

 

GA

 

 

Atlanta

 

 

481

 

 

72.3

%

$

352.70

 

Rosemount Woods

 

 

MN

 

 

Minneapolis/St. Paul

 

 

182

 

 

97.8

%

$

442.30

 

Royal Estates

 

 

MI

 

 

Kalamazoo

 

 

183

 

 

85.8

%

$

360.06

 

Saddlebrook

 

 

SC

 

 

Charleston

 

 

425

 

 

93.4

%

$

253.85

 

Science City

 

 

MI

 

 

Midland

 

 

171

 

 

87.7

%

$

321.95

 

Shadow Hills

 

 

FL

 

 

Orlando

 

 

670

 

 

72.4

%

$

351.02

 

Shadowood

 

 

GA

 

 

Atlanta

 

 

506

 

 

82.8

%

$

362.36

 

Shady Lane

 

 

FL

 

 

Clearwater

 

 

108

 

 

90.7

%

$

301.60

 

Shady Oaks

 

 

FL

 

 

Clearwater

 

 

250

 

 

95.6

%

$

367.96

 

Shady Village

 

 

FL

 

 

Clearwater

 

 

156

 

 

96.2

%

$

348.63

 

Shenandoah Estates

 

 

ID

 

 

Boise

 

 

154

 

 

93.5

%

$

335.94

 

Shenandoah Village

 

 

NJ

 

 

Philadelphia

 

 

359

 

 

99.4

%

$

370.33

 

Skyway

 

 

IN

 

 

Indianapolis

 

 

156

 

 

93.6

%

$

343.42

 

Smokecreek

 

 

GA

 

 

Atlanta

 

 

264

 

 

83.3

%

$

351.02

 

Southwind Village

 

 

FL

 

 

Naples

 

 

337

 

 

95.8

%

$

363.87

 

Springbrook

 

 

MI

 

 

Utica

 

 

398

 

 

94.2

%

$

383.79

 

Starlight Ranch

 

 

FL

 

 

Orlando

 

 

783

 

 

95.0

%

$

344.72

 

Stone Mountain

 

 

GA

 

 

Atlanta

 

 

354

 

 

83.1

%

$

404.40

 

Stonegate Austin

 

 

TX

 

 

Austin

 

 

359

 

 

93.0

%

$

399.02

 

Stonegate Pines

 

 

TX

 

 

Dallas

 

 

160

 

 

92.5

%

$

340.36

 

Stonegate, LA

 

 

LA

 

 

Shreveport

 

 

157

 

 

93.0

%

$

208.82

 

Suburban Woods

 

 

GA

 

 

Atlanta

 

 

216

 

 

71.3

%

$

360.21

 

Sunny South Estates

 

 

FL

 

 

West Palm Beach

 

 

319

 

 

97.5

%

$

416.55

 

Swan Creek

 

 

MI

 

 

Ann Arbor

 

 

294

 

 

98.6

%

$

392.69

 

Tara Woods

 

 

FL

 

 

Tampa

 

 

531

 

 

99.2

%

$

358.36

 

Tarpon Glen

 

 

FL

 

 

Clearwater

 

 

170

 

 

87.1

%

$

331.65

 

Terrace Heights

 

 

IA

 

 

Dubuque

 

 

317

 

 

91.2

%

$

302.42

 

The Colony

 

 

CA

 

 

Palm Springs

 

 

220

 

 

97.3

%

$

650.20

 

The Glen

 

 

MA

 

 

Boston

 

 

36

 

 

100.0

%

$

459.00

 

The Orchard

 

 

CA

 

 

San Francisco

 

 

233

 

 

99.6

%

$

698.43

 

Tierra West

 

 

NM

 

 

Albuquerque

 

 

653

 

 

50.8

%

$

351.60

 

Twenty-Nine Pines

 

 

MN

 

 

St. Paul

 

 

152

 

 

90.1

%

$

354.85

 

19


Table of Contents

Community

 

State

 

Location (Closest
Major City)

 

Total
Number
of Sites

 

Occupancy

 

Weighted
Average
Monthly Rent
per Site

 


 



 



 



 



 



 

Twin Pines

 

 

IN

 

 

Goshen

 

 

238

 

 

90.3

%

$

317.97

 

University Village

 

 

FL

 

 

Orlando

 

 

480

 

 

80.2

%

$

368.30

 

Valley Vista

 

 

MI

 

 

Grand Rapids

 

 

137

 

 

89.1

%

$

367.49

 

Villa

 

 

MI

 

 

Flint

 

 

319

 

 

76.5

%

$

372.14

 

Village Green

 

 

FL

 

 

Vero Beach

 

 

780

 

 

99.9

%

$

360.74

 

Westpark

 

 

AZ

 

 

Phoenix

 

 

183

 

 

90.7

%

$

369.20

 

Whispering Pines

 

 

FL

 

 

Clearwater

 

 

392

 

 

93.6

%

$

397.96

 

Woodlake

 

 

NC

 

 

Greensboro

 

 

308

 

 

73.4

%

$

280.26

 

Woodlands of Kennesaw

 

 

GA

 

 

Atlanta

 

 

273

 

 

80.6

%

$

397.99

 

Yorktowne

 

 

OH

 

 

Cincinnati

 

 

354

 

 

87.3

%

$

388.07

 

 

 

 

 

 



 



 



 



 

Subtotal stable portfolio

 

 

 

 

 

144

 

 

51,680

 

 

89.3

%

$

370.43

 

 

 

 

 

 



 



 



 



 

Expansion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Algoma Estates

 

 

MI

 

 

Grand Rapids

 

 

343

 

 

83.7

%

$

327.16

 

Broadmore

 

 

IN

 

 

South Bend

 

 

370

 

 

67.8

%

$

303.16

 

Butler Creek

 

 

GA

 

 

Augusta

 

 

376

 

 

57.7

%

$

211.61

 

Canterbury Estates

 

 

MI

 

 

Grand Rapids

 

 

290

 

 

61.4

%

$

271.85

 

Carnes Crossing

 

 

SC

 

 

Summerville

 

 

604

 

 

80.3

%

$

232.13

 

Conway Plantation

 

 

SC

 

 

Myrtle Beach

 

 

299

 

 

67.6

%

$

209.57

 

Cranberry Lake

 

 

MI

 

 

Pontiac

 

 

328

 

 

82.0

%

$

413.13

 

Crystal Lakes - Zephyrhills

 

 

FL

 

 

Tampa

 

 

330

 

 

64.2

%

$

177.03

 

Del Tura

 

 

FL

 

 

Fort Myers

 

 

1,344

 

 

88.6

%

$

476.12

 

Eagle Creek

 

 

TX

 

 

Tyler

 

 

194

 

 

81.4

%

$

190.97

 

Forest Lake Estates

 

 

MI

 

 

Grand Rapids

 

 

221

 

 

67.4

%

$

340.00

 

Foxwood Farms

 

 

FL

 

 

Orlando

 

 

375

 

 

80.8

%

$

257.95

 

Grand Blanc

 

 

MI

 

 

Flint

 

 

478

 

 

76.2

%

$

409.45

 

Hunter’s Chase

 

 

OH

 

 

Lima

 

 

135

 

 

68.1

%

$

189.26

 

Huron Estates

 

 

MI

 

 

Flint

 

 

111

 

 

83.8

%

$

242.01

 

Indian Rocks

 

 

FL

 

 

Clearwater

 

 

148

 

 

71.6

%

$

301.11

 

Lakewood - AL

 

 

AL

 

 

Montgomery

 

 

396

 

 

43.4

%

$

193.84

 

Leonard Gardens

 

 

MI

 

 

Grand Rapids

 

 

319

 

 

73.0

%

$

339.38

 

Midway Estates

 

 

FL

 

 

Vero Beach

 

 

204

 

 

60.8

%

$

374.62

 

Misty Winds

 

 

TX

 

 

Corpus Christi

 

 

354

 

 

84.5

%

$

296.42

 

Norton Shores

 

 

MI

 

 

Grand Rapids

 

 

656

 

 

76.1

%

$

301.31

 

Palm Valley

 

 

FL

 

 

Orlando

 

 

790

 

 

82.3

%

$

383.47

 

Pedaler’s Pond

 

 

FL

 

 

Orlando

 

 

214

 

 

81.8

%

$

242.06

 

Pinelake Gardens

 

 

FL

 

 

Vero Beach

 

 

532

 

 

87.4

%

$

348.44

 

Sherwood

 

 

IN

 

 

Marion

 

 

134

 

 

47.8

%

$

225.76

 

South Oaks

 

 

GA

 

 

Atlanta

 

 

294

 

 

46.3

%

$

111.04

 

Springfield Farms

 

 

MO

 

 

Springfield

 

 

290

 

 

55.5

%

$

202.84

 

The Highlands

 

 

MI

 

 

Flint

 

 

682

 

 

86.2

%

$

334.69

 

Timber Heights

 

 

MI

 

 

Flint

 

 

221

 

 

82.8

%

$

340.49

 

Torrey Hills

 

 

MI

 

 

Flint

 

 

377

 

 

85.4

%

$

366.47

 

Westbrook

 

 

MI

 

 

Detroit

 

 

388

 

 

90.2

%

$

431.14

 

Winter Haven Oaks

 

 

FL

 

 

Orlando

 

 

343

 

 

53.9

%

$

236.75

 

Yankee Springs

 

 

MI

 

 

Grand Rapids

 

 

284

 

 

76.4

%

$

286.23

 

 

 

 

 

 



 



 



 



 

Subtotal expansion portfolio

 

 

 

 

 

33

 

 

12,424

 

 

75.5

%

$

327.63

 

 

 

 

 

 



 



 



 



 

Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Antelope Ridge

 

 

CO

 

 

Colorado Springs

 

 

246

 

 

39.0

%

$

342.49

 

Deerfield Manor

 

 

MI

 

 

Grand Rapids

 

 

96

 

 

42.7

%

$

263.29

 

Glenmoor

 

 

MI

 

 

Battle Creek

 

 

41

 

 

36.6

%

$

199.22

 

Harston Woods

 

 

TX

 

 

Fort Worth

 

 

145

 

 

19.3

%

$

236.14

 

Holly Hills

 

 

MI

 

 

Holly

 

 

174

 

 

50.6

%

$

211.98

 

Maple Run

 

 

MI

 

 

Clio

 

 

146

 

 

59.6

%

$

281.37

 

Oakley Point

 

 

SC

 

 

North Charleston

 

 

91

 

 

8.8

%

$

180.89

 

Onion Creek

 

 

TX

 

 

Austin

 

 

350

 

 

45.1

%

$

312.55

 

Pine Lakes

 

 

MI

 

 

Lapeer

 

 

136

 

 

62.5

%

$

342.87

 

Prairie Greens

 

 

CO

 

 

Denver

 

 

139

 

 

20.9

%

$

388.78

 

Wolf Creek

 

 

IA

 

 

Des Moines

 

 

80

 

 

6.3

%

$

220.94

 

20


Table of Contents

Community

 

State

 

Location (Closest
Major City)

 

Total
Number
of Sites

 

Occupancy

 

Weighted
Average
Monthly Rent
per Site

 


 



 



 



 



 



 

Subtotal development portfolio

 

 

 

 

 

11

 

 

1,644

 

 

38.9

%

$

287.15

 

 

 

 

 

 



 



 



 



 

Subtotal

 

 

 

 

 

188

 

 

65,748

 

 

85.4

%

$

363.21

 

 

 

 

 

 



 



 



 



 

Disposition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arbor Village

 

 

MI

 

 

Jackson

 

 

266

 

 

89.8

%

$

299.31

 

Breazeale

 

 

WY

 

 

Laramie

 

 

117

 

 

97.4

%

$

287.72

 

Chateau Jonesboro

 

 

GA

 

 

Atlanta

 

 

75

 

 

98.7

%

$

286.95

 

Crystal Lake - Pinellas

 

 

FL

 

 

St. Petersburg

 

 

166

 

 

86.7

%

$

300.95

 

Golden Valley

 

 

GA

 

 

Atlanta

 

 

131

 

 

69.5

%

$

327.43

 

Knoll Terrace

 

 

OR

 

 

Salem

 

 

212

 

 

85.4

%

$

414.27

 

Mosby’s Point

 

 

KY

 

 

Cincinnati

 

 

150

 

 

90.0

%

$

349.48

 

Orion

 

 

MI

 

 

Detroit

 

 

423

 

 

90.1

%

$

393.36

 

Pinellas Cascades

 

 

FL

 

 

Clearwater

 

 

238

 

 

89.9

%

$

416.49

 

Pooles Manor

 

 

GA

 

 

Atlanta

 

 

194

 

 

68.0

%

$

347.46

 

Riverview

 

 

OR

 

 

Portland

 

 

133

 

 

90.2

%

$

471.48

 

Vance

 

 

OH

 

 

Columbus

 

 

113

 

 

78.8

%

$

289.90

 

 

 

 

 

 



 



 



 



 

Subtotal disposition portfolio

 

 

 

 

 

12

 

 

2,218

 

 

86.3

%

$

361.82

 

 

 

 

 

 



 



 



 



 

Total portfolio

 

 

 

 

 

200

 

 

67,966

 

 

85.4

%

$

363.17

 

 

 

 

 

 



 



 



 



 


Item 6.

Exhibits and Reports on Form 8-K

 

 

 

 

(a)

Exhibits and Index of Exhibits

 

 

99.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to §906 of The Sarbanes-Oxley Act of 2002.

 

 

 

 

(b)

Reports on Form 8-K

 

 

None. 

21


Table of Contents

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, and in the capacities indicated, on the 13th day of May, 2003. 

 

CHATEAU COMMUNITIES, INC.

 

 

 

 

By: 

/s/ TAMARA D. FISCHER

 

 


 

 

Tamara D. Fischer
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer and Principal Financial
and Accounting Officer)

22


Table of Contents

Sarbanes-Oxley §302(a) Certification

I, Rees F. Davis, Jr., certify that:

1)

I have reviewed this quarterly report on Form 10-Q of Chateau Communities, Inc.;

 

 

2)

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

3)

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

4)

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

 

 

a.

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

 

 

 

b.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

 

 

 

c.

Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

 

5)

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

 

 

a.

All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

 

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

 

6)

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness.

Date: May 13, 2003

 

By:

/s/  REES F. DAVIS, JR.

 

 


 

Name:

Rees F. Davis, Jr.

 

Title:

Chief Executive Officer

23


Table of Contents

Sarbanes-Oxley §302(a) Certification

I, Tamara D. Fischer, certify that:

1)

I have reviewed this quarterly report on Form 10-Q of Chateau Communities, Inc.;

 

 

2)

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

3)

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

4)

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

 

 

 

a.

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

 

 

 

b.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

 

 

 

c.

Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

 

5)

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

 

 

 

a.

All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

 

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

 

6)

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness.

Date: May 13, 2003

 

By:

/s/  TAMARA D. FISCHER

 

 


 

Name:

Tamara D. Fischer

 

Title:

Chief Financial Officer

24