| For the Quarter Ended March 31, 1999 | Commission File No. 0-15940 |
| MICHIGAN (State or other jurisdiction of incorporation or organization) | 38-2593067 (I.R.S. employer identification number) | |||||||
| Yes [X] | No [ ] |
|
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP | |||
| BALANCE SHEETS | |||
| ASSETS | March 31, 1999 | December 31, 1998 | |
| (Unaudited) | |||
| Properties: | |||
| Land | $5,280,000 | $5,280,000 | |
| Buildings And Improvements | 23,966,484 | 23,934,391 | |
| Furniture And Fixtures | 144,227 | 127,800 | |
| Manufactured Homes | 935,110 | 748,657 | |
| 30,325,821 | 30,090,848 | ||
| Less Accumulated Depreciation | 9,867,056 | 9,654,556 | |
| 20,458,765 | 20,436,292 | ||
| Cash And Cash Equivalents | 624,524 | 537,777 | |
| Unamortized Finance Costs | 689,048 | 710,548 | |
| Other Assets | 816,026 | 824,267 | |
| Total Assets | $22,588,363 | $22,508,884 | |
| LIABILITIES | March 31, 1999 | December 31, 1998 | |
| (Unaudited) | |||
| Line of Credit | $469,523 | $469,523 | |
| Accounts Payable | 11,195 | 76,588 | |
| Mortgage Payable | 33,043,733 | 33,119,108 | |
| Other Liabilities | 1,039,835 | 847,840 | |
| Total Liablities | $34,564,286 | $34,513,059 | |
| Partners' Equity: | |||
| General Partner | (1,712,327) | (1,770,028) | |
| Class A Limited Partners | (9,666,429) | (9,636,980) | |
| Class B Limited Partners | (597,167) | (597,167) | |
| Total Partners' Equity | (11,975,923) | (12,004,175) | |
| Total Liabilities And | |||
| Partners' Equity | $22,588,363 | $22,508,884 | |
| See Notes to Financial
Statements
| |||
| UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME
FUND
A MICHIGAN LIMITED PARTNERSHIP
| |||
| STATEMENTS OF INCOME | THREE MONTHS ENDED | ||
| (unaudited) | March 31, 1999 | March 31, 1998 | |
| Income: | |||
| Rental Income | $2,059,783 | $1,991,887 -- | |
| Other | 131,199 | 89,980 | |
| Total Income | $2,190,982 | $2,081,867 | |
| Operating Expenses: | |||
| Administrative Expenses | |||
| (Including $107,844 And $103,376 | |||
| In Property Management Fees Paid | |||
| To An Affliate For The Three Month Period Ended March 31, 1999 and 1998 Respectively) | 452,771 | 479,388 | |
| Property Taxes | 205,057 | 207,405 | |
| Utilities | 124,206 | 112,356 | |
| Property Operations | 259,509 | 259,633 | |
| Depreciation And Amortization | 234,000 | 228,500 | |
| Interest | 672,687 | 702,500 | |
| Total Operating Expenses | $1,948,230 | $1,989,782 | |
| Net Income | $242,752 | $92,085 | |
| Income Per Limited Partnership Unit: | |||
| Class A | $0.54 | $0.00 | |
| Class B | $2.00 | $2.00 | |
| Distribution Per Limited Partnership Unit | |||
| Class A | $2.00 | $2.00 | |
| Class B | $2.00 | $2.00 | |
| Weighted Average Number Of Limited | |||
| Partnership Units Outstanding | |||
| Class A | 20,230 | 20,230 | |
| Class B | 9,770 | 9,770 | |
| See Notes to Financial Statements | |||
| UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND | ||
| A MICHIGAN LIMITED PARTNERSHIP | ||
| STATEMENTS OF CASH FLOWS
(unaudited) | ||
| THREE MONTHS ENDED | ||
| March 31, 1999 | March 31, 1998 | |
| Cash Flows From Operating Activities: | ||
| Net Income (Loss) | $242,752 | $92,085 |
| Adjustments To Reconcile Net Income | ||
| (Loss) To Net Cash Provided By | ||
| Operating Activities: | ||
| Depreciation | 212,500 | 207,000 |
| Amortization | 21,500 | 21,500 |
| (Increase) Decrease In Other Assets From Operations | 8,241 | (111,569) |
| Increase (Decrease) In Accounts Payables | (65,393) | (43,919) |
| Increase (Decrease) Other Liabilities From Operations | 191,995 | 117,980 |
| Total Adjustments | 368,843 | 190,992 |
| Net Cash Provided By (Used In) | ||
| Operating Activities | 611,595 | 283,077 |
| Cash Flows From Investing Activities: | ||
| Capital Expenditures | (234,973) | 2,053 |
| Funds From Line of Credit | 0 | 76,000 |
| Net Cash Provided By (Used In) | ||
| Investing Activities | (234,973) | 78,053 |
| Cash Flows From Financing Activities: | ||
| Distributions To Partners | (214,500) | (208,000) |
| Principal Payments on Mortgage | (75,375) | (67,478) |
| Net Cash Provided By (Used In) | ||
| Financing Activities | (289,875) | (275,478) |
| Increase (Decrease) In Cash | 86,747 | 85,652 |
| Cash, Beginning | 537,777 | 649,137 |
| Cash, Ending | $624,524 | $734,789 |
| See Notes to Financial Statements | ||
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 (Unaudited)
1. Summary of significant accounting policies:
Presentation:
The balance sheet as of March 31, 1999, the related statements of income and statements of cash flow for the periods ended March 31, 1999 and 1998 have been prepared by management, pursuant to the rules and regulations of the Securities and Exchange Commission, without audit by independent public accountants. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation of such financial statements have been included.
The financial statements and notes are presented as permitted by the rules and regulations of the Securities and Exchange Commission for Form 10-Q and do not contain certain information included in the Company's annual financial statements and notes, which should be consulted.
2. Payments to affiliates:
| Three Months Ended | ||
| March 31, 1999 | March 31, 1998 | |
| Property Management fee to Uniprop, Inc.: | $107,844 | $103,376 |
The Partnership's capital resources 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"). It 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.
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 anticipated to be held for seven to ten years after their acquisition. All of the properties have been owned by the Partnership 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 March 31, 1999 was 4.94%. The sole purpose of the line of credit is to purchase new and used homes to be used as model homes and offered for sale within the Partnership's communities. Over the past three years, sales of the new and used model homes has been growing and the General Partner believes that continuing the model home program is in the best interest of the Partnership. As of March 31, 1999, the outstanding balance on the line of credit was $469,523.
Net Cash from Operations available for aggregate distributions to all Partners in UMHCIF during the quarter ended March 31, 1999 amounted to $476,752. The amount available during the same period in 1998 was $320,585. 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 first quarter was $143,250, or one-fourth of 1.0% of the most recent appraised value of the properties held by the Partnership. ($57,300,000 x .01 = $573,000 / 4 = $143,250).
The cash available after payment of the Partnership Management Distribution amounted to $333,502. From this amount, the General Partner elected to make a total distribution of $84,350 for the first quarter of 1999, 80.0% or $67,500 was paid to the Limited Partners and 20.0% or $16,850 was paid to the General Partner.
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. For the quarter ended March 31, 1999, the Partnership added $249,152 to reserves. During the same quarter in 1998, the Partnership added $106,085 to cash reserves. The amount placed in reserves is at the discretion of the General Partner.
Overall, as illustrated in the tables below, the four properties enjoyed a combined average occupancy of 97.6% (1,780/1,824 sites) at the end of March 1999, versus 97.5% a year ago. The average monthly rent in March 1999 was approximately $405, or 2.8% more than the $394 average monthly rent in March 1998.
| Total | Occupied | Occupancy | Average | |||||
| Capacity | Sites | Rate | Rent | |||||
| Aztec Estates | 645 | 618 | 95.8% | $454 | ||||
| Kings Manor | 314 | 305 | 97.1 | $438 | ||||
| Old Dutch Farms | 293 | 285 | 97.3 | $388 | ||||
| Park of the Four Seasons | 572 | 572 | 100.0 | $349 | ||||
| Total on 3/31/99 | 1,824 | 1,780 | 97.6% | $405 | ||||
| Total on 3/31/98 | 1,824 | 1,779 | 97.5% | $394 |
| Gross Revenues | Net Operating Income | ||||
| 03/31/99 | 3/31/98 | 3/31/99 | 3/31/98 | ||
| Aztec Estates | $829,540 | $792,047 | $413,646 | $408,877 | |
| Kings Manor | 378,743 | 362,743 | 240,621 | 217,620 | |
| Old Dutch Farms | 351,861 | 337,100 | 236,104 | 220,489 | |
| Park of the Four Seasons | 621,590 | 582,587 | 391,092 | 379,452 | |
| 2,181,734 | 2,074,477 | 1,281,463 | 1,226,438 | ||
| Partnership Management: | 9,248 | 7,390 | (59,036) | (115,183) | |
| Other Non Recurring expenses: | ----- | ----- | (72,988) | (88,170) | |
| Debt Service | (672,687) | (702,500) | |||
| Depreciation and Amortization | ---- | ----- | (234,000) | (228,500) | |
| $2,190,982 | $2,081,867 | $242,752 | $92,085 | ||
Comparison of Quarter Ended March 31, 1999 to Quarter Ended March 31,
1998
Gross revenues increased $109,115, or 5.2%, to $2,190,982 in 1999, as compared to $2,081,867 in 1998. The increase was the result of the increase in average monthly rents. (See table on previous page.)
As described in the Statements of Income total operating expenses decreased $41,552, or 2.1%, to $1,948,230 in 1999, as compared to $1,989,782 in 1998. The decrease was primarily the result of lower administrative expenses and lower interest payments related to the Partnership's mortgage debt.
As a result of the foregoing factors, net income increased to $242,752 as of March 31, 1999 from $92,085 as of March 31, 1998.
Net Partnership management expenses paid during the quarter amounted to $59,036. Gross expenses of $68,284 (data processing, accounting and legal expenses, office supplies and wages to employees of the Partnership) were partially offset by income of $9,248 generated by interest on the Partnership's reserves and transfer fees. The figures for last year's first quarter were $115,183, $122,573 and $7,390, respectively.
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports of Form 8-K
| (a) | Exhibits | |||||
| Exhibit Number | Description | |||||
| 27 | Financial Data Schedule | |||||
| (b) Reports of Form 8-K | ||||||
| There were no reports filed on Form 8-K during | ||||||
| the three months ended March 31, 1999. | ||||||
| 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, threunto duly authorized. | ||||||
| Uniprop Manufactured Housing | ||||||
| Communities Income Fund, | ||||||
| A Michigan Limited Partnership | ||||||
| BY: | P.I. Associates Limited Partnership, | |||||
| A Michigan Limited Partnership, | ||||||
| its General Partner | ||||||
| BY: | /s/ Paul M. Zlotoff, General Partner | |||||
| BY: | /s/ Gloria A. Koster, Principal Financial Officer | |||||
| Dated: May 14, 1999 | ||||||