SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2000
CP Limited Partnership
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 033-85492 38-3140664
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(State or Other Jurisdiction (Commission (IRS Employee
of Formation) File Number) Identification Number)
6160 South Syracuse Way, Greenwood Village, Colorado 80111
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(Address of Principal Executive Offices, Including Zip Code)
Registrant's Telephone Number, Including Area Code (303) 741-8707
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N/A
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(Former Name of Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On January 9, 1998, Chateau Communities, Inc. (the "Company") and CP
Limited Partnership, a majority-owned limited partnership subsidiary of the
Company (the "Operating Partnership"), jointly filed a registration
statement on Form S-3 (File Nos. 333-43981 and 333-43981-01) (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") relating to $125,000,000 aggregate offering price of debt securities
to be offered by the Operating Partnership and $125,000,000 aggregate
offering price of guarantees to be offered by the Company. On February 14,
2000, the Registration Statement was declared effective by the SEC.
Selected financial information relating to the Company and the Operating
Partnership is attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements - None
(b) Pro Forma Financial Information - None
(c) Exhibits
99 - Selected Financial Information of the Company and the
Operating Partnership
<PAGE>
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.
Date: February 17, 2000 CHATEAU COMMUNITIES, INC.
By: /s/ Tamara D. Fischer
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Tamara D. Fischer
Chief Financial Officer
Date: February 17, 2000 CP LIMITED PARTNERSHIP
By: Chateau Communities, Inc., as
general partner
By: /s/ Tamara D. Fischer
--------------------
Tamara D. Fischer
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No.
99 - Selected Financial Information of the Company and the
Operating Partnership
EXHIBIT 99
SELECTED FINANCIAL INFORMATION
TWELVE MONTH RESULTS
Full-year revenues were $189.4 million, an increase of 9.4 percent as
compared to $173.1 million for 1998. Funds From Operations ("FFO") increased
11.3 percent to $77.6 million as compared to $69.8 million for 1998. On a
diluted, per-share basis, FFO increased to $2.45 per share in 1999 from $2.25
per share in 1998, an increase of 9.0 percent.
For the full year, same store rental income increased 4.8 percent to
$162.1 million from $154.7 million for the same period in 1998. Property
operating expenses, on a same store basis, increased by 5.2 percent to $58
million from $55.1 million. Same store net operating income increased by 4.6
percent from $99.6 million to $104.1 million. Same store results include the
results of all communities owned by Chateau at the beginning of the period.
FOURTH QUARTER RESULTS
Total revenues for the fourth quarter of 1999 were $48.8 million, an
increase of 8.2 percent from $45.1 million for the fourth quarter of 1998. FFO
for the fourth quarter increased 9.1 percent to $20 million, from $18.3 million.
On a diluted, per-share basis, FFO increased to $0.63 per share from $0.58 per
share, for the same quarter in 1998, representing an 8.8 percent increase.
For the fourth quarter, same store net operating income increased by
2.5% from $28 million to $28.7 million. Same store rental income increased 4.6%
to $44.5 million. Property operating expenses for the quarter, on a same store
basis, increased by 8.8% to $15.8 million.
Occupancy in Chateau's stabilized portfolio was 93.2 percent, and 91.7
percent for the full portfolio, including the active expansion portfolio as of
December 31, 1999.
TABLES TO FOLLOW
The information in this release contains forward-looking statements of
Chateau's plans, objectives, and expectations, which are dependent upon a number
of factors, including that additional site expansions, community acquisition,
development activities, and other new business initiatives are subject to a
number of contingency factors such as the effects of national and local economic
conditions, changes in interest rates, supply and demand for affordable housing,
and the condition of the capital markets, all of which may affect Chateau's
ability to achieve its objectives.
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<TABLE>
<CAPTION>
CHATEAU COMMUNITIES, INC.
FINANCIAL RESULTS
FOR THE THREE AND TWELVE MONTHS
ENDED DECEMBER 31, 1999 AND 1998
(Amounts in thousands, except per share/OP Unit amounts)
Three Months Ended Twelve Months Ended
<S> <C> <C> <C> <C>
1999 1998 1999 1998
Rental income $ 44,893 $ 43,170 $ 177,789 $ 167,206
Management fee, interest and other income 3,919 1,941 11,574 5,924
------------ ----------- ----------- -----------
Total revenues 48,812 45,111 189,363 173,130
Property operating and maintenance 12,714 11,577 50,506 47,094
Real estate taxes 3,187 3,089 12,675 12,251
Administrative 2,711 2,592 9,881 8,354
------------ ----------- ----------- -----------
Operating and administrative expenses 18,612 17,258 73,062 67,699
------------ ----------- ----------- -----------
Income before interest and depreciation 30,200 27,853 116,301 105,431
Interest and related amortization 8,611 8,061 32,318 31,287
Depreciation and amortization 10,794 10,123 41,826 39,658
------------ ----------- ----------- -----------
Income before net gain on sales of properties 10,795 9,669 42,157 34,486
Net gain on sales of properties - - 2,805 -
------------ ----------- ----------- -----------
Income before minority interests 10,795 9,669 44,962 34,486
Less income allocated to minority interests:
Preferred OP Units 1,524 1,524 6,094 4,249
Common OP Units 953 913 4,242 3,436
------------ ----------- ----------- -----------
Net income available to common
shareholders $ 8,318 $ 7,232 $ 34,626 $ 26,801
============ =========== =========== ===========
Weighted average common shares
outstanding 28,381 27,917 28,135 27,282
============ =========== =========== ===========
Weighted average common shares
outstanding - assuming dilution 28,460 28,092 28,267 27,557
============ ============ =========== ===========
Weighted average common shares/
OP units - assuming dilution 31,713 31,616 31,714 31,054
============ =========== =========== ===========
Per common share/OP unit:
Net income - basic $ .29 $ .26 $ 1.23 $ .98
============ =========== =========== ===========
- assuming dilution $ .29 $ .26 $ 1.23 $ .97
============= =========== =========== ===========
Dividends/distributions declared $ .485 $ .455 $ 1.94 $ 1.82
============ =========== =========== ===========
--more--
</TABLE>
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CHATEAU COMMUNITIES, INC.
FINANCIAL RESULTS
FOR THE THREE AND TWELVE MONTHS
ENDED DECEMBER 31, 1999 AND 1998
FFO RECONCILIATION:
FFO is defined by the National Association of Real Estate Investment Trusts
as net income of the corporation computed in accordance with generally accepted
accounting priciples, excluding gains (or losses) from sales of property, plus
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Chateau believes that FFO is an important and
widely used measure of the operating performance of real estate investment
trusts ("REITs"), which provides a relevant basis of comparison among REITs. FFO
(i) does not represent cash flow from operations as defined by generally
accepted accounting principles, (ii) 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 and (iii) is not an alternative to
cash flows as a measure of liquidity.
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
1999 1998 1999 1998
(Amounts in thousands, except per share/OP Unit amounts)
<S> <C> <C> <C> <C>
Income before minority interests $ 10,795 $ 9,669 $ 44,962 $ 34,486
Plus:
Depreciation and amortization 10,794 10,123 41,826 39,658
Less:
Income allocated to Preferred OP units 1,524 1,524 6,094 4,249
Depreciation expense on
corporate assets 65 63 260 250
Non-recurring item - (122) 2,805 (122)
------------ ------------ ----------- ------------
FFO $ 20,000 $ 18,327 $ 77,629 $ 69,767
============ =========== =========== ===========
Weighted average common shares/
OP units outstanding - assuming dilution 31,713 31,616 31,714 31,054
============ =========== =========== ===========
FFO per weighted average common
share/OP Unit - assuming dilution $ .63 $ .58 $ 2.45 $ 2.25
============ =========== =========== ===========
--more--
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CHATEAU COMMUNITIES, INC.
FINANCIAL RESULTS
FOR THE THREE AND TWELVE MONTHS
ENDED DECEMBER 31, 1999 AND 1998
Same Store Results
Growth
Three Months Ended 1999 over 1998
------------------ --------------
1999 1998
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(dollars in thousands)
<S> <C> <C> <C>
Property revenues $ 44,495 $ 42,533 4.6%
Property expenses 15,774 14,504 8.8%
------------------ ------------------ -----------------
Net operating income $ 28,721 $ 28,029 2.5%
================== ================== =================
Manufactured home communities 160 160
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Park model/RV communities 3 3
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Available homesites 51,042 50,589
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Growth
Twelve Months Ended 1999 over 1998
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1999 1998
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(dollars in thousands)
Property revenues $ 162,115 $ 154,712 4.8%
Property expenses 57,971 55,122 5.2%
------------------ ------------------ ------------------
Net operating income $ 104,144 $ 99,590 4.6%
================== ================== ==================
Manufactured home communities 142 142
================== ==================
Park model/RV communities 3 3
================== ==================
Available homesites 46,235 45,836
================== ==================
--more--
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CHATEAU COMMUNITIES, INC.
FINANCIAL INFORMATION
AS OF
DECEMBER 31, 1999 AND DECEMBER 31, 1998
(Dollars in thousands, except per share/OP Unit amounts)
SUMMARIZED FINANCIAL INFORMATION
December 31, December 31,
BALANCE SHEET INFORMATION: 1999 1998
---- ----
<S> <C> <C>
Rental property, net $ 863,435 $ 875,249
Rental property, before accumulated depreciation $ 1,055,450 $ 1,026,509
Total assets $ 981,673 $ 959,194
Total debt $ 452,556 $ 427,778
Minority interests $ 121,142 $ 120,475
Shareholders' equity $ 361,820 $ 367,935
Common shares outstanding 28,424,900 27,936,016
OP Units outstanding 3,705,698 3,523,872
PROPERTY INFORMATION:
Manufactured home communities 162 162
Park model/RV communities 3 3
Available homesites 51,659 51,101
Occupied homesites 47,383 47,192
Occupancy rate 91.7% 92.4%
DEBT INFORMATION:
as of December 31, 1999
Weighted average
Principal balance interest rate Maturity Date
------------------ ------------- -------------
Fixed rate mortgage debt $ 105,802 7.6% 2000-2011
Senior unsecured debt 245,000 7.5% 2000-2004
Lines of credit 97,317 6.9% -
Other 4,437 - -
------------------
Total debt $ 452,556
=================
</TABLE>
