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 September 30, 2000 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended _________________________ For Quarter Ended Commission File Number September 30, 2000 0-13130 UNITED MOBILE HOMES, INC. (Exact name of registrant as specified in its charter) New Jersey 22-1890929 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification number) Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ 07728 Registrant's telephone number, including area code (732) 577-9997 125 Wyckoff Road, Eatontown, New Jersey 07724 (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ________ The number of shares outstanding of issuer's common stock as of November 6, 2000 was 7,346,862 shares.
UNITED MOBILE HOMES, INC. for the QUARTER ENDED SEPTEMBER 30, 2000 PART I - FINANCIAL INFORMATION Page No. Item 1 - Financial Statements Consolidated Balance Sheets........................ 3 Consolidated Statements of Income.................. 4 Consolidated Statements of Cash Flows.............. 5 Notes to Consolidated Financial Statements......... 6-8 Item 2 - Management Discussion and Analysis of Financial Conditions and Results of Operations..... 9-10 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................................. 11 SIGNATURES........................................ 12 -2-
<TABLE> <CAPTION> UNITED MOBILE HOMES, INC. CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2000 and DECEMBER 31, 1999 September 30, December 31, 2000 1999 <S> <C> <C> - -ASSETS- INVESTMENT PROPERTY AND EQUIPMENT Land $ 6,779,335 $ 6,779,335 Site and Land Improvements 49,652,369 49,256,596 Buildings and Improvements 2,702,802 2,697,313 Rental Homes and Accessories 8,276,839 7,888,924 ---------- ---------- Total Investment Property 67,411,345 66,622,168 Equipment and Vehicles 3,167,558 2,969,556 ---------- ---------- Total Investment Property and Equipment 70,578,903 69,591,724 Accumulated Depreciation (29,262,047) (27,429,461) ---------- ---------- Net Investment Property and Equipment 41,316,856 42,162,263 ---------- ---------- OTHER ASSETS Cash and Cash Equivalents 537,638 724,650 Securities Available for Sale 15,762,832 12,794,514 Notes and Other Receivables 1,582,662 1,082,126 Unamortized Financing Costs 232,279 252,648 Prepaid Expenses 457,402 121,521 Land Development Costs 2,731,073 1,437,590 ---------- ---------- Total Other Assets 21,303,886 16,413,049 ---------- ---------- TOTAL ASSETS $ 62,620,742 $ 58,575,312 ========== ========== - - LIABILITIES AND SHAREHOLDERS' EQUITY - MORTGAGES PAYABLE $ 32,294,464 $ 30,419,153 ---------- ---------- OTHER LIABILITIES Accounts Payable 585,779 105,215 Loans Payable 4,609,764 4,674,385 Accrued Liabilities and Deposits 1,553,000 1,493,897 Tenant Security Deposits 503,950 491,355 --------- --------- Total Other Liabilities 7,252,493 6,764,852 --------- --------- TOTAL LIABILITIES 39,546,957 37,184,005 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock - $.10 par value per share 10,000,000 shares authorized, 7,653,762 and 7,483,196 shares issued and 7,346,862 and 7,312,696 shares outtstanding, respectively 765,376 748,320 Additional Paid-In Capital 25,903,421 24,549,267 Accumulated Other Comprehensive Loss (121,834) (1,662,178) Accumulated Deficit (759,609) (667,793) Treasury Stock, at cost (306,900 and 170,500 shares, respectively) (2,713,569) (1,576,309) --------- --------- Total Shareholders' Equity 23,073,785 21,391,307 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 62,620,742 $ 58,575,312 ========== ========== </TABLE> -UNAUDITED- See Notes to Consolidated Financial Statements -3-
[CAPTION] <TABLE> UNITED MOBILE HOMES, INC. CONSOLIDATED STATEMENTS OF INCOME For the THREE AND NINE MONTHS ended SEPTEMBER 30, 2000 and 1999 THREE MONTHS NINE MONTHS 9/30/00 9/30/99 9/30/00 9/30/99 <S> <C> <C> <C> <C> Rental and Related Income $ 4,672,427 $ 4,500,117 $13,914,882 $13,220,273 Community Operating Expense 1,950,648 2,083,270 5,918,548 6,107,483 --------- --------- --------- --------- Income from Community Operations 2,721,779 2,416,847 7,996,334 7,112,790 General and Administrative 481,961 429,294 1,429,598 1,253,393 Interest Expense 736,860 496,413 2,026,066 1,335,886 Investment Income (481,523) (254,874) (1,408,544) (639,445) Depreciation 613,131 578,608 1,845,774 1,804,546 Other Expenses 23,000 26,860 66,800 67,510 Income before Gains on Sales of Assets 1,348,350 1,140,546 4,036,640 3,290,900 Gain (Loss) on Sales of Assets (648) (21,335) 15,613 (16,883) --------- --------- --------- --------- Net Income $1,347,702 $1,119,211 $4,052,253 $3,274,017 ========= ========= ========= ========= Net Income Per Share - Basic and Diluted $ .18 $ .15 $ .55 $ .45 ========= ========= ========= ========= Weighted Average Shares - Basic 7,341,811 7,262,601 7,332,392 7,237,903 ========= ========= ========= ========= Diluted 7,348,373 7,276,201 7,332,392 7,259,278 ========= ========= ========= ========= </TABLE> -UNAUDITED- See Notes to Consolidated Financial Statements -4-
<TABLE> <CAPTION> UNITED MOBILE HOMES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS for the NINE MONTHS ended September 30, 2000 and 1999 2000 1999 <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 4,052,253 $ 3,274,017 Non-Cash Adjustments: Depreciation 1,845,774 1,804,546 Amortization 66,800 67,510 Gain on Sales of Securities Available for Sale (177,149) (53,473) Gain on Sales of Investment Property and Equipment (15,613) (16,883) Changes in Operating Assets And Liabilities - Notes and Other Receivables (500,536) (392,585) Prepaid Expenses (335,881) 168,515 Accounts Payable 480,564 581,777 Accrued Liabilities and Deposits 59,103 97,673 Tenant Security Deposits 12,595 59,644 --------- --------- Net Cash Provided by Operating Activities 5,487,910 5,624,507 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Investment Property and Equipment (1,064,707) (3,051,732) Proceeds from Sales of Assets 79,953 262,934 Additions to Land Development (1,293,483) (1,373,870) Purchase of Securities Available for Sale (3,712,002) (2,651,686) Proceeds from Sales of Securities Available for Sale 2,461,177 417,923 --------- ---------- Net Cash Used by Investing Activities (3,529,062) (6,396,431) --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Mortgages and Loans 2,500,000 10,500,000 Principal Payments of Mortgages and Loans (689,310) (4,631,341) Financing Costs on Debt (46,431) (171,874) Proceeds from Exercise of Stock Options -0- 263,750 Dividends Paid (2,772,859) (2,883,812) Purchase of Treasury Stock (1,137,260) (1,108,735) Net Cash (Used) Provided by Financing --------- ---------- Activities (2,145,860) 1,967,988 --------- ---------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (187,012) 1,196,064 CASH & CASH EQUIVALENTS - BEGINNING 724,650 832,408 ------- --------- CASH & CASH EQUIVALENTS - ENDING $ 537,638 $2,028,472 ======= ========= </TABLE> -UNAUDITED- See Notes to Consolidated Financial Statements -5-
UNITED MOBILE HOMES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (UNAUDITED) NOTE 1 - ACCOUNTING POLICY The interim consolidated financial statements furnished herein reflect all adjustments which were, in the opinion of management, necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2000 and for all periods presented. All adjustments made in the interim period were of a normal recurring nature. Certain footnote disclosures which would substantially duplicate the disclosures contained in the audited consolidated financial statements and notes thereto included in the annual report of United Mobile Homes, Inc. (the Company) for the year ended December 31, 1999 have been omitted. NOTE 2 - NET INCOME PER SHARE AND COMPREHENSIVE INCOME Basic net income per share is calculated by dividing net income by the weighted average shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method. Options in the amounts of 13,600 and 21,375 for the three and nine months ended September 30, 1999, respectively are included in the diluted weighted average shares outstanding. Options in the amount of 6,562 for the three months ended September 30, 2000 are included in the diluted weighted average shares outstanding. Options for 433,500 shares were excluded for the nine months ended September 30, 2000 since they were anti- dilutive. Total comprehensive income, including unrealized gains (losses) on securities available for sale, amounted to $1,863,906 and $5,592,597, for the three and nine months ended September 30, 2000, respectively and $539,364 and $2,853,957 for the three and nine months ended September 30, 1999, respectively. NOTE 3 - MORTGAGES PAYABLE On July 27, 2000, the Company entered into a $4,000,000 mortgage with First Union Bank, of which $2,500,000 was taken down. This mortgage is secured by Fairview Manor and bears interest at LIBOR plus 155 points. This mortgage matures on August 1, 2002 but may be converted to a fixed rate mortgage loan for an additional five years. NOTE 4 - DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN On September 15, 2000, the Company paid $1,396,844 as a dividend of $.1875 per share to shareholders of record as of August 15, 2000. The total dividends paid for the nine months ended September 30, 2000 amounted to $4,144,069. -6-
On September 15, 2000, the Company received $482,163 from the Dividend Reinvestment and Stock Purchase Plan. There were 55,968 new shares issued under the Plan. The total amount received from the Dividend Reinvestment and Stock Purchase Plan for the nine months ended September 30, 2000 amounted to $1,371,210. NOTE 5 - TREASURY STOCK During the nine months ended September 30, 2000, the Company purchased 136,400 shares of its own stock for a total cost of $1,137,260. 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 nine months ended September 30, 2000, the following stock options were granted: Date of Number of Number of Option Expiration Grant Employees Shares Price Date 1/6/00 1 25,000 $9.0625 1/6/2005 7/17/00 8 36,000 $8.50 7/17/2005 The Company also extended, for an additional five years, stock options for a total of 75,000 shares which expired on January 5, 2000. During the nine months ended September 30, 2000, stock options for a total of 24,000 shares expired without being exercised. As of September 30, 2000, there were options outstanding to purchase 433,500 shares and 415,500 shares available for grant under the Company's Stock Option Plans. NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the nine months ended September 30, 2000 and 1999 for interest was $2,153,066 and $1,450,886, respectively. Interest cost capitalized to Land Development was $127,000 and $115,000 for the nine months ended September 30, 2000 and 1999, respectively. During the nine months ended September 30, 2000 and 1999, the Company had dividend reinvestments of $1,371,210 and $1,186,770, respectively, which required no cash transfers. -7-
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS In March 2000, the Financial Accounting Standards Board (FASB) issued Interpretation No. 44 "Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25". The interpretation clarifies certain issues with respect to the application of Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" (APB Opinion No. 25). The interpretation results in a number of changes in the application of APB Opinion No. 25 including, the accounting for modifications to equity awards as well as extending APB Opinion No. 25 accounting treatment to options granted to outside directors for their services as directors. The provisions of the interpretation were effective July 1, 2000 and apply prospectively, except for certain modifications to equity awards made after December 15, 1998. The initial adoption of the interpretation did not have a significant impact on the Company's financial statements. -8-
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 $5,487,910 net cash provided by operating activities. The Company received new capital of $1,371,210 through its Dividend Reinvestment and Stock Purchase Plan (DRIP). The Company repurchased 136,400 shares of its own stock at a cost of $1,137,260. The Company purchased $3,712,002 of securities of other real estate investment trusts. Mortgages Payable increased by $1,875,311 as a result of a new mortgage of $2,500,000 offset by principal repayments. Loans payable decreased by $64,621 primarily as a result of repayments. MATERIAL CHANGES IN RESULTS OF OPERATIONS Income from community operations increased by $304,932 to $2,721,779 for the quarter ended September 30, 2000 as compared to $2,416,847 for the quarter ended September 30, 1999. Income from community operations increased by $883,544 to $7,996,334 for the nine months ended September 30, 2000 as compared to $7,112,790 for the nine months ended September 30, 1999. This represents a continuing trend of rising income from community operations. The Company has been raising rental rates by approximately 4% to 5% annually. Rental and related income rose from $4,500,117 for the quarter ended September 30, 1999 to $4,672,427 for the quarter ended September 30, 2000. Rental and related income increased from $13,220,273 for the nine months ended September 30, 1999 to $13,914,882 for the nine months ended September 30, 2000. This was the result of higher rents and increased occupancy. Community operating expenses remained relatively stable for the quarter and nine months ended September 30, 2000 as compared to the quarter and nine months ended September 30, 1999. General and administrative expenses increased from $429,294 for the quarter ended September 30, 1999 to $481,961 for the quarter ended September 30, 2000. General and administrative expenses increased from $1,253,393 for the nine months ended September 30, 1999 to $1,429,598 for the nine months ended September 30, 2000. This was due to an increase in personnel costs. Interest expense increased by $240,447 for the quarter ended September 30, 2000 as compared to the quarter ended September 30, 1999 and by $690,180 for the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. This was primarily a result of an increase in the average principal balance on borrowings outstanding. The average balance outstanding of mortgages payable for the nine months ended September 30, 2000 was $31,356,809 as compared to $25,989,542 for the nine months ended September 30, 1999. Investment income increased from $254,874 for the quarter ended September 30, 1999 to $481,523 for the quarter ended September 30, 2000 and from $639,445 for the nine months ended September 30, 1999 to $1,408,544 for the nine months ended September 30, 2000. This was due primarily to purchases of Securities Available for Sale during 1999 and 2000. Included in Investment income is a realized gain of $177,149 on the sale of $2,284,028 of Securities Available for Sale. -9-
Funds from operations (FFO), defined as net income, excluding gains (or losses) from sales of depreciable assets, plus depreciation increased from $1,719,154 for the quarter ended September 30, 1999 to $1,961,481 for the quarter ended September 30, 2000. FFO increased from $5,095,446 for the nine months ended September 30, 1999 to $5,882,414 for the nine months ended September 30, 2000. FFO does not replace net income (determined in accordance with generally accepted accounting principles) as a measure of performance or net cash flows as a measure of liquidity. FFO should be considered as a supplemental measure of operating performance used by real estate investment trusts. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities decreased from $5,624,507 for the nine months ended September 30, 1999 to $5,487,910 for the nine months ended September 30, 2000 primarily due to an increase in Notes and Other Receivables and Prepaid Expenses. The Company believes that funds generated from operations together with the financing and refinancing of its properties will be sufficient to meet its needs over the next several years. IMPACT OF YEAR 2000 The Company has experienced no significant impact of its operations or its ability to accurately process financial information due to a Year 2000 related issue. In addition, the Company has no information that indicates a significant tenant, vendor or service provider may be unable to meet their rental obligations, sell goods or provide services to the Company because of Year 2000 issues. The Company will continue to monitor its operations for year 2000 related issues. -10-
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 -11-
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: November 7, 2000 By:/s/Samuel A. Landy Samuel A. Landy, President DATE: November 7, 2000 By:/s/Anna T. Chew Anna T. Chew, Vice President and Chief Financial Officer -12-