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 September 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
|
| September 30, 2002 and
|
| December 31, 2001 | | | 3
|
|
| Statements of Income
|
| Nine months ended September 30, 2002 and 2001
|
| Three months ended September 30, 2002
|
| and 2001 | | | 4
|
|
| Statement of Partners' Equity
|
| Nine months ended September 30, 2002(Unaudited) | | | 4
|
|
|
| Statements of Cash Flows
|
| Nine months ended September 30, 2002
|
| and 2001(Unaudited) | | | 5
|
|
|
| Notes to Financial Statements | | |
|
| September 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
|
| ITEM 4. | CONTROLS AND PROCEDURES
| | | 11
|
PART II OTHER INFORMATION
| ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K | | |
12
|
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
September 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 nine months ended September 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 nine months and quarter ended
September 30, 2001 increased by $715,957 and $286,849, 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 September 30, 2002 was 3.62%. 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. 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 September 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 September 30, 2002 amounted to $468,372.
The amount available during the same period in 2001 was $563,145. 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 fourth quarter
based on third 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 $321,622. From
this amount, the General Partner elected to make a total distribution of $112,500 for the third quarter
of 2002 equal to the amount distributed for the third 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
September 30, 2002, the Partnership added $209,122 to reserves. During the same quarter in 2001, the
Partnership added $302,895 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 93% at the
end of September 2002 compared to 94% in 2001 for the same period. The average monthly rent in September
2002 was approximately $453, or 3% more than the $440 average monthly rent in September 2001 (average
rent not a weighted average).
|
| Total Capacity | Occupied Sites
| Occupancy Rate | Average Rent*
|
| Aztec Estates | 645 | 559 | 87% | $493
|
| Kings Manor | 314 | 305 | 97% | 479
|
| Old Dutch Farms | 293 | 260 | 89% | 437
|
| Park of the Four Seasons | 572 | 565 | 99% | 401
|
|
| Total on 9/30/02: | 1,824 | 1,689 | 93% |
$453
|
| Total on 9/30/01: | 1,824 | 1,709 | 94% |
$440
|
*Not a weighted average
For the three months ending September 30, 2002
Gross Revenues Net Income
9/30/02 9/30/01 9/30/02 9/30/01
Aztec Estates $1,016,123 $1,038,307 $396,110 $433,115
Kings Manor 517,827 449,499 287,313 259,898
Old Dutch Farms 408,057 347,947 189,621 209,232
Park of the Four Seasons 731,842 693,075 404,959 430,325
2,673,849 2,528,828 1,278,003 $1,332,570
Partnership Management: 4,047 12,473 (43,236) (35,444)
Other Non Recurring expenses: ----- ---- (91,284) (52,051)
Debt Service (675,111) (681,930)
Depreciation and Amortization ----- ---- (227,550) (226,680)
$2,677,896 $ 2,541,301 $240,822 $336,465
Comparison of Quarter Ended September 30, 2002 to Quarter Ended September 30,
2001
Gross revenues increased $136,595 to $2,677,896 in 2002, as compared to $2,541,301 in 2001. (See table
in previous section). The increase in revenue was due primarily to a $120,808 increase in Home Sale
Income.
As described in the Statements of Income, total operating expenses were higher,
increasing from $2,204,836 in 2001 to $2,437,074 in 2002. This was due primarily to a $135,521 increase
in Home Sale Expense.
As a result of the aforementioned factors, Net Income decreased 28% for the third quarter of 2002
compared to the same quarter of the prior year, decreasing from $336,465 for 2001 to $240,822 for 2002.
Comparison of Nine months Ended September 30, 2002 and Nine months ended
September 30, 2001
For the first nine months of 2002, Gross Revenues were $8,299,182, an increase of $843,780 compared to
$7,455,402 for the same period of 2001. Total Operating Expenses for the first three quarters of 2002
were $7,471,895, an increase of $895,178 compared to $6,576,717 for 2001. Net Income for the first nine
months ending September 30, 2002 was $827,287 a decrease of $51,398 compared to the $878,685 reported for
the first nine months ending September 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 September 30, 2002 the Partnership had a note payable outstanding in the amount of
$32,027,414. Interest on this note is at a fixed annual rate of 8.24% through June 2007.
Line-of-Credit: At September 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.
ITEM 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The General Partner and Principal Financial Officer have reviewed and evaluated the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of a
date within 90 days before the filing date of this quarterly report. Based on that evaluation, The
General Partner and Principal Financial Officer the have concluded that our current disclosure controls
and procedures are effective and timely, providing them with material information relating to us required
to be disclosed in the reports we file or submit under the Exchange Act.
Changes in Internal Controls
There have not been any significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation. We are not aware of any
significant deficiencies or material weaknesses, therefore no corrective actions were taken.
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 September 30, 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: November 13, 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 September 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 September 30,
2002.
P.I. Associates Limited Partnership its General Partner
/s/ Paul M. Zlotoff
__________________________
By: Paul M Zlotoff its General Partner
/s/ Gloria A. Koster
__________________________
By: Gloria A. Koster, its Principal Financial Officer