Washington, D.C. 20549
FORM 10Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2000 Commission File No. 015940
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A Michigan Limited Partnership
(Exact name of registrant as specified in its charter)
MICHIGAN (State or other jurisdiction of incorporation or organization) |
382593067 (I.R.S. employer identification number) |
280 Daines Street, Birmingham, Michigan 48009
(Address of principal executive offices) (Zip Code)
(248) 6459261
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
$1,000 per unit, units of limited partnership interest
Yes [X] No [ ]
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
INDEX
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK 9
PART II OTHER INFORMATION 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
| UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND, | |||||||
| A MICHIGAN LIMITED PARTNERSHIP | |||||||
| BALANCE SHEETS | |||||||
| ASSETS | September 30,2000 | December 31, 1999 | |||||
| (Unaudited) | |||||||
| Properties: | |||||||
| Land | $5,280,000 | $5,280,000 | |||||
| Buildings And Improvements | 24,297,338 | 24,134,260 | |||||
| Furniture And Fixtures | 197,123 | 169,741 | |||||
| Manufactured Homes and Improvements | 939,790 | 1,002,680 | |||||
| 30,714,251 | 30,586,681 | ||||||
| Less Accumulated Depreciation | 11,172,299 | 10,521,838 | |||||
| 19,541,952 | 20,064,843 | ||||||
| Cash And Cash Equivalents | 1,068,872 | 1,113,061 | |||||
| Unamortized Finance Costs | 562,048 | 624,548 | |||||
| Other Assets | 1,114,326 | 600,612 | |||||
| Total Assets | $22,287,198 | $22,403,064 | |||||
| LIABILITIES and PARTNERS' DEFICIT | September 30, 2000 | December 31, 1999 | |||||
| (Unaudited) | |||||||
| Line of Credit | $375,000 | $600,000 | |||||
| Accounts Payable | 148,529 | 197,810 | Other Liablilities | 1,123,655 | 874,936 | ||
| Mortgage Payable | 32,655,082 | 32,879,105 | |||||
| Total Liabilities | $34,302,267 | $34,551,851 | |||||
| Partners' (Deficit) Equity: | |||||||
| General Partner | (2,576,887) | (2,254,330) | |||||
| Class A Limited Partners | (9,540,410) | (9,656,324) | |||||
| Class B Limited Partners | (102,228) | (238,133) | |||||
| Total Partners' Deficit | (12,015,069) | (12,148,787) | |||||
| Total Liabilities And | |||||||
| Partners' Deficit | $22,287,198 | $22,403,064 | |||||
| See Notes to Financial Statements |
| UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND | |||||||||||||||||
| A MICHIGAN LIMITED PARTNERSHIP | |||||||||||||||||
| STATEMENTS OF INCOME | NINE MONTHS ENDED | THREE MONTHS | ENDED | ||||||||||||||
| Sept. 30,2000 | Sept. 30,1999 | Sept. 30, 2000 | Sept. 30,1999 | ||||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||||
| Income: | |||||||||||||||||
| Rental Income | $6,282,301 | $6,187,382 | $2,089,369 | $2,057,529 | -- | ||||||||||||
| Other | 501,171 | 410,174 | 183,737 | 173,367 | |||||||||||||
| Total Income | $6,783,472 | $6,597,556 | $2,273,106 | $2,230,896 | |||||||||||||
| Operating Expenses: | |||||||||||||||||
| Administrative Expenses | |||||||||||||||||
| (Including $331,584, $327,796, $111,883 and $110,679 in Property Management | |||||||||||||||||
| Fees Paid to An Affiliate for the Nine and Three Month Periods | |||||||||||||||||
| Ended Sept. 30, 2000 and 1999, respectively) | 1,403,074 | 1,364,971 | 428,581 | 482,092 | |||||||||||||
| Property Taxes | 633,225 | 617,617 | 211,020 | 206,286 | |||||||||||||
| Utilities | 386,610 | 376,120 | 128,120 | 122,604 | |||||||||||||
| Property Operations | 733,576 | 811,841 | 254,786 | 264,423 | |||||||||||||
| Depreciation And Amortization | 714,961 | 702,430 | 238,320 | 234,430 | |||||||||||||
| Interest | 2,041,682 | 2,062,494 | 688,205 | 693,490 | |||||||||||||
| Total Operating Expenses | $5,913,128 | $5,935,473 | $1,949,032 | $2,003,325 | |||||||||||||
| Net Income | $870,344 | $662,083 | $324,074 | $227,571 | |||||||||||||
| Income Per Limited Partnership Unit: | |||||||||||||||||
| Class A | $13.73 | $8.38 | $5.48 | $2.97 | |||||||||||||
| Class B | $42.84 | $36.87 | $15.20 | $12.48 | |||||||||||||
| Distribution Per Limited Partnership Unit | |||||||||||||||||
| Class A | $8.00 | $6.75 | $2.75 | $2.50 | |||||||||||||
| Class B | $5.25 | $4.25 | $2.75 | $2.25 | |||||||||||||
| Weighted Average Number Of Limited | |||||||||||||||||
| Partnership Units Outstanding | |||||||||||||||||
| Class A | 20,230 | 20,230 | 20,230 | 20,230 | |||||||||||||
| Class B | 9,770 | 9,770 | 9,770 | 9,770 | |||||||||||||
| See Notes to Financial Statements | |||||||||||||||||
| 4 | |||||||||||||||||
| Statement of partners Equity(Unaudited) | |||||||||||||||||
| Genral Partner | Class A Limited | Class B Limited | Total | ||||||||||||||
| Beginning Balance Dec.31, 1999 |   | (2,254,330) | (9,656,324) | (238,133) | (12,148,787) | ||||||||||||
| Net Income |   | 174,069 | 277,754 | 418,521 | 870,344 | ||||||||||||
| Distributions |   | (496,626) | (161,840) | (78,160) | (736,626) | ||||||||||||
| Balance as of September 30,2000 |   | (2,576,887) | (9,540,410) | 102,228 | (12,015,069) | ||||||||||||
| UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND | ||||||||||||||||
| A MICHIGAN LIMITED PARTNERSHIP | ||||||||||||||||
| STATEMENTS OF CASH FLOWS | ||||||||||||||||
| NINE MONTHS ENDED | ||||||||||||||||
| September 30,2000 | September 30, 1999 | |||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Cash Flows From Operating Activities: | ||||||||||||||||
| Net Income | $870,344 | $662,083 | ||||||||||||||
| Adjustments To Reconcile Net Income | ||||||||||||||||
| To Net Cash Provided By | ||||||||||||||||
| Operating Activities: | ||||||||||||||||
| Depreciation | 650,461 | 637,930 | ||||||||||||||
| Amortization | 64,500 | 64,500 | ||||||||||||||
| (Increase) Decrease In Other Assets | (515,714) | (192,424) | ||||||||||||||
| Increase (Decrease) In Accounts Payables | (49,281) | (15,258) | ||||||||||||||
| Increase (Decrease) Other Liabilities | 248,720 | 482,899 | ||||||||||||||
| Total Adjustments: | 39,686 | 977,647 | ||||||||||||||
| Net Cash Provided By (Used In) | ||||||||||||||||
| Operating Activities | 1,269,030 | 1,639,730 | ||||||||||||||
| Cash Flows From Investing Activities: | ||||||||||||||||
| Capital Expenditures | (127,570) | (231,508) | ||||||||||||||
| Net Cash Provided By (Used In) | ||||||||||||||||
| Investing Activities | (127,570) | (231,508) | ||||||||||||||
| Cash Flows From Financing Activities: | ||||||||||||||||
| (Net Payments) Advances from Line of Credit | (225,000) | 130,477 | ||||||||||||||
| Distributions To Partners | (736,626) | (679,100) | ||||||||||||||
| Principal Payments on Mortgage | (224,023) | (194,484) | ||||||||||||||
| Net Cash Provided By (Used In) | (1,185,649) | (743,107) | ||||||||||||||
| Increase (Decrease) In Cash and Equivalents | (44,189) | 665,115 | ||||||||||||||
| Cash and Equivalents, Beginning | 1,113,061 | 537,777 | ||||||||||||||
| Cash and Equivalents, Ending | $1,068,872 | $1,202,892 | ||||||||||||||
| See Notes to Financial Statements | ||||||||||||||||
| 5 | ||||||||||||||||
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 2000 (Unaudited)
1. Basis of Presentation:
The accompanying unaudited 2000 and audited 1999 financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date. Operating results for the nine months ended September 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000, or for any other interim period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Form 10-K for the year ending December 31, 1999.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capital Resources
The capital resources of Uniprop Manufactured Housing Communities Income Fund (the “Partnership”) consist primarily of its four manufactured housing communities. On March 25, 1997 the Partnership borrowed $33,500,000 from Nomura Asset Capital Corporation (the “Financing”). The Partnership secured the Financing by placing liens on its four communities. As a result of the Financing, the Partnership distributed $30,000,000 to the Limited Partners, which represented a full return of the original capital contributions of $1,000 per unit.
Liquidity
As a result of the Financing, the Partnership's four properties are mortgaged. At the time of the Financing, the aggregate principal amounts due under the four mortgage notes was $33,500,000 and the aggregate fair market value of the Partnership's mortgaged properties was $53,200,000. The Partnership expects to meet its short-term liquidity needs generally through its working capital provided by operating activities.
The Partnership's long-term liquidity is based, in part, upon its investment strategy. The properties owned by the Partnership were expected to be held for seven to ten years after their acquisition. All of the properties have been owned by the Partnership for more than ten years. The General Partner may elect to have the Partnership own the properties for as long as, in the opinion of the General Partner, it is in the best interest of the Partnership to do so.
The Partnership has a renewable $600,000 line of credit with National City Bank of Michigan/Illinois (formerly First of America Bank). The interest rate on such line of credit floats 180 basis points above 1 month LIBOR, which on September 30, 2000 was 6.62%. The sole purpose of the line of credit is to purchase new and used homes to be used as model homes offered for sale within the Partnership’s communities. As of September 30, 2000, the outstanding balance on the line of credit was $375,000.
Net Cash from Operations available for aggregate distributions to all Partners in the Partnership during the quarter ended September 30, 2000 amounted to $562,394. The amount available during the same period in 1999 was $462,001 Management considers Net Cash from Operations to be a supplemental measure of the Partnership’s operating performance. Net Cash from Operations is defined to mean net income computed in accordance with generally accepted accounting principles (“GAAP”), plus real estate related depreciation and amortization. Net Cash from Operations does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. Net Cash from Operations should not be considered as an alternative to net income as the primary indicator of the Partnership’s operating performance or as an alternative to cash flow as a measure of liquidity.
The quarterly Partnership Management Distribution due and paid to the General Partner for the second quarter was $146,688, or one-fourth of 1.0% of the most recent appraised value of the properties held by the Partnership.
($58,675,200 x .01 = $586,752 / 4 = $146,688.50)
The cash available after payment of the Partnership Management Distribution of $146,6887 from Net Cash from Operations was $415,706. From this amount, the General Partner elected to make a total distribution of $103,125 for the third quarter of 2000, of which 80.0%, or $82,500, was paid to the Limited Partners and 20.0%, or $20,625, was paid to the General Partner. The General Partner will continue to monitor on-going Net Cash from Operations generated by the Partnership during the coming quarters. If Net Cash from Operations generated is lower or higher than the amount needed to maintain the current distribution level, the General Partner may elect to reduce or increase the level of future distributions paid to the Limited Partners.
While the Partnership is not required to maintain a working capital reserve, the Partnership has not distributed all the cash generated from operations in order to build cash reserves. As of September 30, 2000, the Partnership cash reserves amounted to $1,068,872. The level of cash reserves maintained is at the discretion of the General Partner.
Results of Operations
Overall, as illustrated in the tables below, the four properties enjoyed a combined average occupancy of 96% (1,744 sites) at the end of September 2000, compared to 97% a year ago. The average monthly rent in September 2000 was approximately $427, or 4.1.% more than the $410 average monthly rent in September 1999.
Aztec Estates 645 597 93% $472
Kings Manor 314 295 94 451
Old Dutch Farms 293 280 96 413
Park of the Four Seasons 572 572 100 373
Total on p/30/00: 1,824 1,744 96% $427*
Total on 6/30/99: 1,824 1,771 97% $410*
* Average Rent is not weighted average.
Aztec Estates $862,422 $ 871,081 $ 472,757 $419,818
Kings Manor 381,500 379,758 239,765 261,606
Old Dutch Farms 343,127 345,187 186,460 212,318
Park of the Four Seasons 656,363 618,407 436,700 394,979
Partnership Management: 29,694 16,463 (21,718) (30,176)
Other Expenses: ----- ---- (63,365) (103,054)
Interest Expense (688,205) (693,490)
Depreciation and Amortization _______ _________ (238,320)) (234,430)
Total $2,273,106 $2,230,896 $324,074 $227,571
Comparison of Nine months ended September 30, 2000 to Nine months ended September 30, 1999
Gross revenues increased $185,916 or 2.8%, to $6,783,472, in 2000, as compared to $6,597,556 in 1999. The increase in gross revenues is the result of higher average rents at the Partnership’s four communities.
The foregoing factors resulted in net income increasing to $870,344 for the nine months ended September 30, 2000, 31% higher than the $662,083 reported for the same period in 1999.
Gross revenues increased $42,210, or 1.9%, to $2,273,106, in 2000, as compared to $2,230,896 in 1999. The increase in gross revenues is the result of higher average rents at the Partnership’s four communities (see table on previous page).
As described in the Statements of Income, total operating expenses decreased $54,293, or 2.71%, to $1,949,032, in 2000, as compared to $2,003,325 in 1999. The decrease in total operating expenses is primarily due to improved cost control.
As a result of the foregoing factors, net income increased to $324,074 for the quarter ended September 30, 2000 from $228,571 for the same period in 1999.
ITEM 3.
DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to interest rate risk primarily through its borrowing activities. There is inherent roll over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Partnership’s future financing requirements.
Note Payable: At September 30, 2000 the Partnership had a note payable outstanding in the amount of $32,655,082. Interest on this note is at a fixed annual rate of 8.24% through June 2007.
Line-of-Credit: At September 30, 2000 the Partnership owed $375,000 pursuant to its line-of-credit agreement, whereby interest is charged at a variable rate of 1.80% in excess of LIBOR.
A 10% adverse change in interest rates of the portion of the Partnership’s debt bearing interest at variable rates would result in an increase in interest expense of less than $10,000 annually.
The Partnership does not enter into financial instruments transactions for trading or other speculative purposes or to manage its interest rate exposure.
ITEM 6. Exhibits and Reports of Form 8-K
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, thereunto duly authorized.
EXHIBIT INDEX
Exhibit Number Description Page
27 Financial Data Schedule