<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 28, 1996
-------------------------------
ROC Communities, Inc.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Maryland 001-12258 84-1226771
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
6430 South Quebec Street, Englewood, Colorado 80111
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 741-3707
-----------------------------
<PAGE>
Item 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements:
See attached Financial Statements.
(b) Pro Forma Financial Information:
See attached Pro Forma Financial Statements.
(c) Exhibits:
None.
SIGNATURES
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 hereunto duly authorized.
ROC COMMUNITIES, INC.
By: /s/ Gary P. McDaniel
------------------------------------
Gary P. McDaniel
President and Chief Executive Officer
Dated: September 9, 1996
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PAGE
----
1. Unaudited Pro Forma Condensed Financial Statements
for ROC Communities, Inc:
Pro Forma Condensed Balance Sheet as of June 30, 1996 2
Pro Forma Condensed Statement of Operations for the
Six Month Period Ended June 30, 1996 3
Pro Forma Condensed Statement of Operations for the Year
Ended December 31, 1995 4
Notes to Unaudited Pro Forma Condensed Financial Statements 5
2. Combined Financial Information for the 1996 Related Party Properties:
Independent Auditors' Report 6
Historical Summaries of Combined Gross Income and Direct
Operating Expenses for the Years Ended
December 31, 1995, 1994, 1993 7
Note to Historical Summaries of Combined Gross Income and Direct
Operating Expenses 8
3. Combined Financial Information for the 1996 Other Properties:
Independent Auditors' Report 9
Historical Summary of Combined Gross Income and Direct
Operating Expenses for the Year Ended December 31, 1995 10
Note to Historical Summary of Combined Gross Income and Direct
Operating Expenses 11
<PAGE>
ROC COMMUNITIES, INC.
The following Pro Forma Condensed Balance Sheet as of June 30, 1996 and Pro
Forma Condensed Statements of Operations for the six months ended June 30, 1996
and for the year ended December 31, 1995 have been prepared to reflect the
transactions and the adjustments described in the accompanying notes related to
the Company's acquisition of six manufactured home communities at various times
in 1996. The Pro Forma financial information is based on the historical
financial statements of ROC Communities, Inc. as reflected in the Company's 1995
Form 10-K and June 30, 1996 Form 10-Q and the Historical Summaries of Combined
Gross Income and Direct Operating Expenses listed in the Index to Financial
Statements and should be read in conjunction with those financial statements and
the notes thereto. The Pro Forma Condensed Balance Sheet was prepared as if the
transactions occurred on June 30, 1996. The Pro Forma Condensed Statements of
Operations were prepared as if the transactions occurred on January 1, 1995.
The Pro Forma Condensed Statement of Operations for the six month period ended
June 30, 1996 reflects historical operating results and related adjustments for
the period from January 1, 1996 to the earlier of June 30, 1996 or the dates of
acquisition, as follows:
DATE OF
COMMUNITY ACQUISITION
- ---------------------------- ------------
Redwood Estates June 28, 1996
Pine Lakes Ranch June 28, 1996
Yorktowne January 11, 1996
Oak Orchard Estates April 19, 1996
Pinecrest Village May 7, 1996
Foxhall Village July 11, 1996
The pro forma financial information is unaudited and is not necessarily
indicative of the results which actually would have occurred if the transactions
had been consummated on the dates described, nor does it purport to represent
the Company's future financial position or results of operations.
1
<PAGE>
ROC COMMUNITIES, INC.
PRO FORMA CONDENSED BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
ROC
ROC PRO FORMA COMMUNITIES, INC.
COMMUNITIES, INC. ADJUSTMENTS PRO FORMA
----------------- ----------- -----------------
(NOTE 3)
<S> <C> <C> <C>
Rental property, net $ 307,202 $ 5,700 (A) $ 312,902
Mortgages receivable 4,877 4,877
Cash and cash equivalents 2,303 2,303
Deferred financing costs, net 2,567 2,567
Prepaid expenses and other assets, net 6,879 6,879
---------- ------- ----------
Total $ 323,828 $ 5,700 $ 329,528
---------- ------- ----------
---------- ------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
Liabilities:
Mortgage debt $ 59,638 $ 59,638
Line of credit 62,454 $ 5,639 (A) 68,093
Accounts payable and accrued expenses 3,857 3,857
Interest payable 643 643
Other liabilities 940 61 (A) 1,001
Distributions payable 5,096 5,096
---------- ------- ----------
Total Liabilities 132,628 5,700 138,328
---------- ------- ----------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock ($.01 par value;
9,841,983 shares authorized,
no shares issued)
Common stock ($.01 par value;
90,000,000 shares authorized;
12,423,500 shares issued
and outstanding) 124 124
Non-Voting stock ($.01 par value;
158,017 shares authorized, issued and
outstanding) 2 2
Additional paid-in capital 212,595 212,595
Cumulative net income 26,541 26,541
Cumulative distributions (48,062) (48,062)
---------- ------- ----------
Total Stockholders' Equity 191,200 191,200
---------- ------- ----------
Total $ 323,828 $ 5,700 $ 329,528
---------- ------- ----------
---------- ------- ----------
</TABLE>
See accompanying notes.
2
<PAGE>
ROC COMMUNITIES, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1996
RELATED 1996 ROC
ROC PARTY OTHER PRO FORMA COMMUNITIES, INC.
COMMUNITIES, INC. PROPERTIES PROPERTIES ADJUSTMENTS PRO FORMA
----------------- ---------- ---------- ----------- -----------------
(NOTE 4)
<S> <C> <C> <C> <C> <C>
Revenues:
Rental income $ 27,845 $ 2,078 $ 864 $ 30,787
Management income 688 $ (118)(A) 570
Other income 389 389
-------- ------- ----- ------- --------
Total Revenue 28,922 2,078 864 (118) 31,746
-------- ------- ----- ------- --------
Expenses:
Property operations and
maintenance 9,108 815 311 10,234
Real estate taxes 2,185 93 89 2,367
General and
administrative 1,839 5 (B) 1,844
Interest 3,484 1,218 (C) 4,702
Amortization of debt
costs 374 374
Depreciation and
amortization 5,968 707 (D) 6,675
-------- ------- ----- ------- --------
Total Expenses 22,958 908 400 1,930 26,196
-------- ------- ----- ------- --------
Net Income $ 5,964 $ 1,170 $ 464 $(2,048) $ 5,550
-------- ------- ----- ------- --------
-------- ------- ----- ------- --------
Net Income Per Share $ .48 $ .44
-------- --------
-------- --------
Weighted Average Shares
of Common Stock
Outstanding 12,424 158(E) 12,582
-------- ------- --------
-------- ------- --------
</TABLE>
See accompanying notes.
3
<PAGE>
ROC COMMUNITIES, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1996
RELATED 1996 ROC
ROC PARTY OTHER PRO FORMA COMMUNITIES, INC.
COMMUNITIES, INC. PROPERTIES PROPERTIES ADJUSTMENTS PRO FORMA
----------------- ---------- ---------- ----------- -----------------
(NOTE 4)
<S> <C> <C> <C> <C> <C>
Revenues:
Rental income $ 49,260 $ 3,823 $ 3,217 $ 56,300
Management income 1,282 $ (293)(A) 989
Other income 960 960
-------- ------- ------- ------- --------
Total Revenue 51,502 3,823 3,217 (293) 58,249
-------- ------- ------- ------- --------
Expenses:
Property operations and
maintenance 16,194 1,350 1,035 18,579
Real estate taxes 3,892 197 300 4,389
General and
administrative 3,100 10 (B) 3,110
Interest 4,882 3,477 (C) 8,359
Amortization of debt
costs 1,073 1,073
Depreciation and
amortization 10,834 1,817 (D) 12,651
-------- ------- ------ ------- --------
Total Expenses 39,975 1,547 1,335 5,304 48,161
-------- ------- ------ ------- --------
Net Income $ 11,527 $ 2,276 $ 1,882 $(5,597) $ 10,088
-------- ------- ------- ------- --------
-------- ------- ------- ------- --------
Net Income Per Share $ .93 $ .80
-------- --------
-------- --------
Weighted Average Shares
of Common Stock
Outstanding 12,424 158(E) 12,582
-------- ------- --------
-------- ------- --------
</TABLE>
See accompanying notes.
4
<PAGE>
ROC COMMUNITIES, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. 1996 RELATED PARTY PROPERTIES
The 1996 Related Party Properties represent two communities acquired in
1996 from affiliated parties.
2. 1996 OTHER PROPERTIES
The 1996 Other Properties represent four communities acquired in 1996 from
unaffiliated parties.
3. PRO FORMA ADJUSTMENTS - BALANCE SHEET
Pro Forma adjustments are as follows:
A. To give effect to the acquisition of one community in July 1996,
purchased with cash from the Company's $50 million line of credit.
4. PRO FORMA ADJUSTMENTS - STATEMENTS OF OPERATIONS
Pro Forma adjustments are as follows:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1996 1995
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
A. Elimination of management fees for four acquired
communities previously managed by the Company. $ 118 $ 293
------ -------
------ -------
B. Additional costs related to the management of
two acquired communities. $ 5 $ 10
------ -------
------ -------
C. Net increase in interest expense as follows:
Interest on the Company's mortgage and other debt $4,702 $ 8,359
Historical interest expense for the period (3,484) (4,882)
------ -------
$1,218 $ 3,477
------ -------
------ -------
D. Net increase in depreciation and amortization as follows:
Depreciation of properties, based on a 20-year life
for substantially all depreciable assets:
Acquisitions for which approximately $8,102,000 was
allocated to non-depreciable land and approximately
$37,323,000 was allocated to depreciable assets $6,675 $12,651
Historical depreciation and amortization for the period (5,968) (10,834)
------ -------
$ 707 $ 1,817
------ -------
------ -------
E. To give effect to the issuance of 158,017 shares of
Non-Voting Stock, $.01 par value, which are deemed to be
equivalent, on a share per share basis, to the common
stock on all matters, except that the holders of Non-Voting
Stock shall not have any voting rights and shall be able
to cause the redemption of such shares anytime after
June 30, 2001.
</TABLE>
5
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
ROC Communities, Inc.
We have audited the accompanying Historical Summaries of Combined Gross Income
and Direct Operating Expenses (the "Historical Summaries") for certain real
estate properties (the "1996 Related Party Properties") described in Note 1 to
the Historical Summaries for each of the three years in the period ended
December 31, 1995. The Historical Summaries are the responsibility of the
management of ROC Communities, Inc. Our responsibility is to express an opinion
on these Historical Summaries based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summaries are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the Historical Summaries. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the Historical
Summaries. We believe that our audits provide a reasonable basis for our
opinion.
The accompanying Historical Summaries were prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission (for
inclusion in the current report on Form 8-K/A of ROC Communities, Inc.) as
described in Note 1 to the Historical Summaries, and are not intended to be a
complete presentation of the 1996 Related Party Properties' revenues and
expenses.
In our opinion, such Historical Summaries present fairly, in all material
respects, the combined gross income and direct operating expenses for the 1996
Related Party Properties for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Denver, Colorado
July 26, 1996
6
<PAGE>
1996 RELATED PARTY PROPERTIES
HISTORICAL SUMMARIES OF
COMBINED GROSS INCOME AND DIRECT OPERATING EXPENSES
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Gross Income:
Rental income $3,823 $3,413 $3,125
------ ------ ------
Total Gross Income 3,823 3,413 3,125
------ ------ ------
Direct Operating Expenses:
Property operations and maintenance 1,350 1,359 1,167
Real estate taxes 197 182 187
------ ------ ------
Total Direct Operating Expenses 1,547 1,541 1,354
------ ------ ------
Gross Income in Excess of
Direct Operating Expenses $2,276 $1,872 $1,771
------ ------ ------
------ ------ ------
</TABLE>
See accompanying notes.
7
<PAGE>
1996 RELATED PARTY PROPERTIES
NOTE TO HISTORICAL SUMMARIES OF
COMBINED GROSS INCOME AND DIRECT OPERATING EXPENSES
1. BASIS OF PRESENTATION
The Historical Summaries relate to the operation of communities that have
been acquired in 1996 from related parties. These communities total 1,512
sites as follows:
NUMBER OF DATE OF
COMMUNITY LOCATION SITES ACQUISITION
-------------------- -------------- --------- ---------------
Redwood Estates Thornton, CO 752 June 28, 1996
Pine Lakes Ranch Thornton, CO 760 June 28, 1996
-----
1,512
-----
-----
The Historical Summaries have been prepared using the accrual basis of
accounting and pursuant to the rules and regulations of the Securities and
Exchange Commission for real estate operations to be acquired. The
Historical Summaries are not representative of the actual operations for
the years presented, as certain expenses which may not be comparable to the
expenses expected to be incurred by the Company in the future operations of
the communities have been excluded. Expenses excluded consist of
management fees, interest, depreciation and amortization, professional fees
and other indirect costs not directly related to the future operations of
the properties. Rental income is recognized when earned and due from
residents.
8
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
ROC Communities, Inc.
We have audited the accompanying Historical Summary of Combined Gross Income and
Direct Operating Expenses (the "Historical Summary") for certain real estate
properties (the "1996 Other Properties") described in Note 1 to the Historical
Summary for the year ended December 31, 1995. This Historical Summary is the
responsibility of the management of ROC Communities, Inc. Our responsibility is
to express an opinion on this Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the Historical Summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audits provide a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission (for
inclusion in the current report on Form 8-K/A of ROC Communities, Inc.) as
described in Note 1 to the Historical Summary, and is not intended to be a
complete presentation of the 1996 Other Properties revenues and expenses.
In our opinion, such Historical Summary presents fairly, in all material
respects, the combined gross income and direct operating expenses for the 1996
Other Properties for the year ended December 31, 1995 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Denver, Colorado
July 26, 1996
9
<PAGE>
1996 OTHER PROPERTIES
HISTORICAL SUMMARY OF
COMBINED GROSS INCOME AND DIRECT OPERATING EXPENSES
(IN THOUSANDS)
YEAR ENDED
DECEMBER 31, 1995
-----------------
Gross Income:
Rental Income $ 3,217
--------
Total Gross Income 3,217
--------
Direct Operating Expenses:
Property operations and maintenance 1,035
Real estate taxes 300
--------
Total Direct Operating Expenses 1,335
--------
Gross Income in Excess of
Direct Operating Expenses $ 1,882
--------
--------
See accompanying notes.
10
<PAGE>
1996 OTHER PROPERTIES
NOTE TO HISTORICAL SUMMARY OF
COMBINED GROSS INCOME AND DIRECT OPERATING EXPENSES
1. BASIS OF PRESENTATION
The Historical Summary relates to the operation of communities that have
been acquired in 1996 from unaffiliated parties. These communities total
1,352 sites as follows:
NUMBER OF DATE OF
COMMUNITY LOCATION SITES ACQUISITION
---------------------- --------------- --------- -------------------
Yorktowne Cincinnati, OH 354 January 11, 1996
Oak Orchard Estates Albany, NY 235 April 19, 1996
Pinecrest Village Shreveport, LA 448 May 7, 1996
Foxhall Village Raleigh, NC 315 July 11, 1996
-------
1,352
-------
-------
The Historical Summary has been prepared using the accrual basis of
accounting and pursuant to the rules and regulations of the Securities and
Exchange Commission for real estate operations to be acquired. The
Historical Summary is not representative of the actual operations for the
years presented, as certain expenses which may not be comparable to the
expenses expected to be incurred by the Company in the future operations of
the properties have been excluded. Expenses excluded consist of management
fees, interest, depreciation and amortization, professional fees and other
indirect costs not directly related to the future operations of the
communities. Rental income is recognized when earned and due from
residents.
The 1996 Other Properties are similar in nature to the Company's existing
communities and are located within existing operational regions of the
Company and thus provide economies of scale, including minimal additional
management costs. The properties have a combined occupancy of 89% as of
June 30, 1996. The Company is not aware of any material factors relating
to the properties that would cause the reported financial information not
to be necessarily indicative of future operating results.
If the properties had been acquired in 1995, the addition of the properties
would not have materially affected the allocation of the 1995 and 1996
distributions between return of capital and ordinary income.
11
