SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2002 Commission
File No. 0-15940
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
a Michigan Limited Partnership
(Exact name of registrant as specified in its charter)
| MICHIGAN | | 38-2593067
|
| (State or other jurisdiction of | | (I.R.S. employer
|
| incorporation or organization) | | identification number)
|
280 Daines Street, Birmingham, Michigan 48009
(Address of principal executive offices) (Zip Code)
(248) 645-9261
(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
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 [ ]
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
INDEX
Page
PART I FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
|
| Balance Sheets
|
| March 31, 2002 and
|
| December 31, 2001 | | | 3
|
|
| Statements of Income
|
| Three months ended March 31, 2002
|
| and 2001 | | | 4
|
|
| Statement of Partners' Equity
|
| Three months ended March 31, 2002(Unaudited) | | | 4
|
|
|
| Statements of Cash Flows
|
| Three months ended March 31, 2002
|
| and 2001(Unaudited) | | | 5
|
|
|
| Notes to Financial Statements | | |
|
| March 31, 2002(Unaudited) | | | 6
|
|
|
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS
|
| OF FINANCIAL CONDITION AND RESULTS
|
| OF OPERATIONS | | | 7
|
| ITEM 3. | QUANTITATIVE AND QUALITATIVE
|
| DISCLOSURES ABOUT MARKET RISK | | | 10
|
PART II OTHER INFORMATION
| ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K | | | 10
|
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 2002(Unaudited)
1. Basis of Presentation:
The accompanying unaudited 2002 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, 2001 has been derived from the
audited financial statements at that date. Operating results for the three months ended March 31, 2002
are not necessarily indicative of the results that may be expected for the year ending December 31, 2002,
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, 2001.
2. Reclassifications:
Certain prior year amounts have been reclassified in the financial statements to conform with current
year presentation with respect to manufactured homes and the sales of those homes. As a result, total
revenue and total operating expenses in the statement of income for the quarter ended March 31, 2001
increased by $246,025; net income was not affected by the reclassification.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capital Resources
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.
Liquidity
As a result of the Financing, the Partnership's four properties are mortgaged. At the time of the
Financing, the aggregate principal amount 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, 2002 was 1.88%. 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. 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, 2002 the outstanding balance on the line of credit was $270,755. Although
the Partnership's cash reserves have remained stable over the past several quarters, the General Partner
has elected not to pay down the line of credit.
Net Cash from Operations available for aggregate distributions to all Partners in UMHCIF during the
quarter ended March 31, 2002 amounted to $489,176.
The amount available during the same period in 2001 was $501,821. Net Cash from
Operations is meant to be a supplemental measure of the Partnership's operating performance. Net Cash
from Operations is defined as 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 nor as an alternative to cash flow as a measure of liquidity.
The quarterly Partnership Management Distribution paid to the General Partner during the second quarter
based on first quarter results was $146,750.00, or one-fourth of 1.0% of the most recent appraised value
of the properties held by the Partnership ($58,700,000 x .01 = $587,000 / 4 = $146,750.00).
The cash available after payment of the Partnership Management Distribution amounted to $342,426. From
this amount, the General Partner elected to make a total distribution of $112,500 for the first quarter
of 2002 (unchanged from 2001), 80.0% or $90,000, was paid to the Limited Partners and 20.0% or $22,500
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. As of March 31, 2002,
the Partnership's cash balance amounted to $903,873. The amount placed in reserves is at the discretion
of the General Partner.
Results of Operations
Overall, as illustrated in the tables below, the four properties had a combined average occupancy
of 93% at the end of March 2002, versus 95% a year ago. The average monthly rent in March 2002 was
approximately $449, or 3% more than the $437 average monthly rent in March 2001 (average rent not a
weighted average).
|
| Total Capacity | Occupied Sites
| Occupancy Rate | Average Rent*
|
| Aztec Estates | 645 | 561 | 87% | $494
|
| Kings Manor | 314 | 299 | 96% | 479
|
| Old Dutch Farms | 293 | 267 | 92% | 429
|
| Park of the Four Seasons | 572 | 566 | 99% | 392
|
|
| Total on 3/31/02: | 1,824 | 1,693 | 93% | $449*
|
| Total on 3/31/01: | 1,824 | 1,728 | 95% | $437
|
*Not a weighted average
Gross Revenues Net Income
3/31/02 3/31/01 3/31/02 3/31/01
Aztec Estates $ 1,000,905 $ 920,757 $411,834 $404,775
Kings Manor 558,829 428,059 274,388 241,826
Old Dutch Farms 359,810 391,637 206,913 210,078
Park of the Four Seasons 653,376 728,745 412,289 428,580
2,572,920 2,469,198 1,305,424 $ 1,285,259
Partnership Management: 4,877 14,676 (74,334) (59,678)
Other Non Recurring expenses:----- ---- (77,963) (52,806)
Debt Service (663,951) (670,954)
Depreciation and Amortization----- ---- (220,193) (234,038)
$2,577,797 $2,483,874 $268,983 $267,783
Comparison of Quarter Ended March 31, 2002 to Quarter Ended March 31, 2001
Gross revenues increased $93,923 to $2,577,797 in 2002, as compared to $2,483,874 in 2001. The increase
was the result of additional home sales as well as increased rent.
(See table in previous section.)
As described in the Statements of Income, total operating expenses were $92,723 higher,
moving from $2,216,091 to $2,308,814. Due to an increase in property management expenses and home sale
expense.
As a result of the aforementioned factors, Net Income increased slightly for the first quarter of 2002
compared to the same quarter of the prior year, moving from $267,783 for 2001 to $268,983 for
2002.
ITEM 3.
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to interest rate rise 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 March 31, 2002 the Partnership had a note payable outstanding
in the amount of $32,183,398. Interest on this note is at a fixed annual rate of 8.24% through June
2007.
Line-of-Credit: At March 31, 2002 the Partnership owed $270,755 under 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.
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports of Form 8-K
(A) Reports of Form 8-K
There were no reports filed on Form 8-K during
the three months ended March 31, 2002.
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.
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
Paul M. Zlotoff, General Partner
BY: /s/ Gloria A. Koster
Gloria A. Koster, Principal Financial Officer
Dated: May 15, 2002