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 June 30, 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 | | 38-2593068
|
| (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
|
| June 30, 2002 and
|
| December 31, 2001 | | | 3
|
|
| Statements of Income
|
| Six months ended June 30, 2002 and 2001
|
| Three months ended June 30, 2002
|
| and 2001 | | | 4
|
|
| Statement of Partners' Equity
|
| Six months ended June 30, 2002(Unaudited) | | | 4
|
|
|
| Statements of Cash Flows
|
| Six months ended June 30, 2002
|
| and 2001(Unaudited) | | | 5
|
|
|
| Notes to Financial Statements | | |
|
| June 30, 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 | | | 11
|
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 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 six months ended June 30, 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
of result, total revenue and total operating expenses in the statement of income for the six
months and quarter ended June 30, 2001 increased by $456,720 and $197,720, respectively; 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 $1,000,000 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 June 30, 2002 was 3.312%. 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 June 30, 2002 the
outstanding balance on the line of credit was $195,755. Because the Partnership's cash
reserves have remained stable over the past several quarters, the General Partner has elected
to continue paying down the line of credit in order to minimize interest costs.
Net Cash from Operations available for aggregate distributions to all Partners in UMHCIF
during the quarter ended June 30, 2002 amounted to $553,851.
The amount available during the same period in 2001 was $493,760. 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
third quarter based on second quarter results was $146,750, 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).
The cash available after payment of the Partnership Management Distribution amounted to
$407,101. From this amount, the General Partner elected to make a total distribution of
$112,500 for the second quarter of 2002 equal to the amount distributed for the second quarter
of 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.
For the quarter ended June 30, 2002, the Partnership added $294,601 to reserves. During the
same quarter in 2001, the Partnership added $233,510 to cash reserves. 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
94% at the end of June 2002, same as the second quarter of 2001. The average monthly rent in
June 2002 was approximately $450, or 3% more than the $438 average monthly rent in June 2001
(average rent not a weighted average).
|
| Total Capacity | Occupied Sites
| Occupancy Rate | Average Rent*
|
| Aztec Estates | 645 | 574 | 89% | $493
|
| Kings Manor | 314 | 304 | 97% | 479
|
| Old Dutch Farms | 293 | 261 | 89% | 432
|
| Park of the Four Seasons | 572 | 564 | 99% | 397
|
|
| Total on 6/30/02: | 1,824 | 1,703 | 94% |
$450
|
| Total on 6/30/01: | 1,824 | 1,709 | 94% |
$438
|
*Not a weighted average
For the three months ending June 30, 2002
Gross Revenues Net Income
6/30/02 6/30/01 6/30/02 6/30/01
Aztec Estates $ 1,243,202 $ 896,192 $ 427,283 $ 433,538
Kings Manor 664,254 433,102 311,644 262,069
Old Dutch Farms 390,209 370,072 199,709 199,506
Park of the Four Seasons 741,167 716,573 450,078 409,286
3,038,832 2,415,939 1,388,714 1,304,399
Partnership Management: 4,657 14,288 (48,989) (67,362)
Other Non Recurring expenses: ----- (114,052) (64,825)
Debt Service (671,822) (678,452)
Depreciation and Amortization ----- -(236,369) (219,323)
$ 3,043,489 $ 2,430,227 $317,482 $274,437
Comparison of Quarter Ended June 30, 2002 to Quarter Ended June 30, 2001
Gross revenues increased $613,262 to $3,043,489 in 2002, as compared to $2,430,227 in 2001.
(See table in previous section). The increase in revenue was due primarily to a $562,472
increase in Home Sale Income.
As described in the Statements of Income, total operating expenses were higher,
increasing from $2,155,790 in 2001 to $2,726,007 in 2002. This was due primarily to a $525,497
increase in Home Sale Expense.
As a result of the aforementioned factors, Net Income increased 16% for the second quarter of
2002 compared to the same quarter of the prior year, increasing from $274,437 for 2001 to
$317,482 for 2002.
Comparison of Six months Ended June 30, 2002 and Six months ended
June 30, 2001
For the first six months of 2002, Gross Revenues were $5,621,286, an increase of $707,185
compared to $4,914,101 for the same period of 2001. Total Operating Expenses for the first
two quarters of 2002 were $5,034,821, an increase of $662,940 compared to $4,371,881 for 2001.
Net Income for the first six months ending June 30, 2002 was $586,465 an increase of $44,245
compared to the $542,220 reported for the first six months ending June 30, 2001.
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 June 30, 2002 the Partnership had a note payable outstanding in the amount
of $32,106,253. Interest on this note is at a fixed annual rate of 8.24% through June 2007.
Line-of-Credit: At June 30, 2002 the Partnership owed $195,755 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 June 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: August 8, 2002
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Uniprop Manufactured Housing Income Fund (the
"Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Paul M Zlotoff, General Partner of
the Partnership, certify, pursuant to U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the Company as of June 30, 2002.
P.I. Associates Limited Partnership its General Partner
/s/ Paul M. Zlotoff
__________________________
By: Paul M Zlotoff its General Partner