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, 1997 | 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 (State or other jurisdiction of incorporation or organization) |
38-2593067 (I.R.S. employer 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 wa s 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 | ||
| BALANCE SHEETS | ||
| ASSETS | September 30, 1997 | December 31, 1996 |
| (Unaudited) | ||
| Properties: | ||
| Land | $5,280,000 | $5,280,000 |
| Buildings And Improvements | 23,874,944 | 22,128,664 |
| Manufactured Homes | 538,728 | 101,700 |
| Furniture And Fixtures | 113,864 | 538,914 |
| 29,807,536 | 28,049,278 | |
| Less Accumulated Depreciation | 8,578,123 | 7,989,565 |
| 21,229,413 | 20,059,713 | |
| Cash And Cash Equivalents | 726,485 | 640,086 |
| Unamortized Finance Costs | 828,758 | 0 |
| Other Assets | 937,737 | 607,756 |
| Total Assets | $23,722,393 | $21,307,555 |
| LIABILITIES | September 30, 1997 | December 31, 1996 |
| (Unaudited) | ||
| Line of Credit | $430,482 | $495,300 |
| Accounts Payable | 98,681 | 110,583 |
| Mortgage Payable (3) | 33,414,673 | 0 |
| Other Liabilities | 1,073,747 | 991,619 |
| Total Liablities | $35,017,583 | $1,597,502 |
| Partners' Equity: | ||
| General Partner | (1,066,472) | (602,862) |
| Class A Limited Partners | (9,333,493) | 11,438,140 |
| Class B Limited Partners | (895,225) | 8,874,775 |
| Total Partners' Equity | (11,295,190) | 19,710,053 |
| Total Liabilities And | ||
| Partners' Equity | $23,722,393 | $21,307,555 |
| See Notes to Financial Statements | ||
| UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND | ||
| A MICHIGAN LIMITED PARTNERSHIP | ||
| STATEMENTS OF CASH FLOWS | ||
| (unaudited) | ||
| NINE MONTHS ENDED | ||
| Sept. 30, 1997 | Sept. 30, 1996 | |
| Cash Flows From Operating Activities: | ||
| Net Income (Loss) | $1,108,157 | $2,271,264 |
| Adjustments To Reconcile Net Income | ||
| (Loss) To Net Cash Provided By | ||
| Operating Activities: | ||
| Depreciation | 588,558 | 587,870 |
| Amortization | 32,289 | 0 |
| (Increase) Decrease In Other Assets From Operations | (1,191,028) | 33,953 |
| Increase (Decrease) In Accounts Payables | (11,902) | (74,171) |
| Increase (Decrease) Other Liabilities From Operations | 82,128 | (105,544) |
| Total Adjustments | (499,955) | 442,108 |
| Net Cash Provided By (Used In) | ||
| Operating Activities | 608,202 | 2,713,372 |
| Cash Flows From Investing Activities: | ||
| Capital Expenditures | (1,758,258) | (67,392) |
| Funds From Line of Credit | (64,818) | 44,590 |
| Net Cash Provided By (Used In) | ||
| Investing Activities | (1,823,076) | (22,802) |
| Cash Flows From Financing Activities: | ||
| Funds from Mortgage | 33,500,000 | |
| Distributions To Partners | (2,113,400) | (2,700,000) |
| Return of Capital | (30,000,000) | 0 |
| Principal Payments on Mortgage | (85,327) | 0 |
| Net Cash Provided By (Used In) | ||
| Financing Activities | 1,301,273 | (2,700,000) |
| Increase (Decrease) In Cash | 86,399 | (9,430) |
| Cash, Beginning | 640,086 | 468,664 |
| Cash, Ending | $726,485 | $459,234 |
| See Notes to Financial Statements | ||
| UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND | ||||||
| A MICHIGAN LIMITED PARTNERSHIP | ||||||
| STATEMENTS OF INCOME | NINE MONTHS ENDED | THREE MONTHS ENDED | ||||
| (unaudited) | Sept. 30, 1997 | Sept. 30, 1996 | Sept. 30, 1997 | Sept. 30, 1996 | ||
| Income: | ||||||
| Rental Income | $5,863,350 | $5,597,288 | $1,967,425 | $1,869,271 | ||
| Other | 249,466 | 204,541 | 49,784 | 60,187 | ||
| Total Income | $6,112,816 | $5,801,829 | $2,017,209 | $1,929,458 | ||
| Operating Expenses: | ||||||
| Administrative Expenses | ||||||
| (Including $303,058, 288,915, 101,549 and 96,019 in Property Management Fees Paid To An Affliate For The Nine and Three Month Periods Ended Sept. 30, 1997 and 1996, Respectively) | 1,256,942 | 1,199,577 | 411,116 | 373,512 | ||
| Property Taxes | 622,512 | 613,382 | 206,646 | 204,436 | ||
| Utilities | 342,291 | 361,837 | 105,333 | 115,523 | ||
| Property Operations | 699,210 | 767,899 | 236,862 | 300,816 | ||
| Depreciation And Amortization | 620,847 | 587,870 | 206,949 | 195,956 | ||
| Interest | 1,462,857 | 0 | 704,060 | 0 | ||
| Total Operating Expenses | $5,004,659 | $3,530,565 | $1,870,966 | $1,190,243 | ||
| Net Income | $1,108,157 | $2,271,264 | $146,243 | $739,215 | ||
| Income Per Limited Partnership Unit: | ||||||
| Class A | $30.00 | $52.00 | $2.00 | $17.00 | ||
| Class B | $50.00 | $75.00 | $2.00 | $25.00 | ||
| Distribution Per Limited Partnership Unit | ||||||
| Class A | $50.00 | $75.00 | $2.00 | $25.00 | ||
| Class B | $50.00 | $75.00 | $2.00 | $25.00 | ||
| 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 | ||||||
NOTES TO FINANCIAL STATEMENTS
September 30, 1997 (Unaudited)
1. Summary of significant accounting policies:
Presentation:
The balance sheet as of September 30, 1997, the related statements of income and statements of cash flow for the periods ended September 30, 1997 and 1996 have been prepared by management, pursuant to the rules and regulations of the Se curities 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 inc luded.
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 stateme nts and notes, which should be consulted.
2. Payments to affiliates:
| Nine Months Ended | Three Months Ended | |||
| Sept. 30, 1997 | Sept. 30, 1996 | Sept. 30, 1997 | Sept. 30, 1996 | |
| Property management fee to Uniprop, Inc: | $303,058 | $288,915 | $101,549 | $96,019 |
3. Mortgage Financing
On March 25, 1997, the Partnership placed mortgages on the four properties in connection with the borrowing of $33,500,000 from Nomura Asset Capital Corporation. The interest rate on the financing is 8.24% and the term is 120 months. The loan is amortized over 360 months. There is no prepayment allowed except during the last six months of the term of the loan. The Partnership distributed $30,000,000 to the Limited Partners representing a full return of the original capital contribu tion of $1,000 per unit held. The monthly loan payment, including principal and interest, is approximately $251,439 and began May, 1997.
ITEM 2.
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 "Nomura Financing"), as described in Note 3 to Financial Statements. The Nomura Financing was secured by placing liens on its four communities. Resulting from the Nomura Financing, as contemplated in the Proxy Statement, dated December 4, 1996, 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 Nomura Financing, the Partnership's four properties are mortgaged. At the time of the Nomura Financing, the aggregate principal amounts due under the four mortgage notes was $33,500,000 and the aggregate fair mar ket 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 at least seven years. The General Partner may elect to have the Partnership own the properties for longer than ten years, if, in the opinion of the General Partner, it is in the best interest of the Partnership to do so.
On July 17, 1997 the Partnership replaced an existing $600,000 line of credit with Comerica Bank with a renewable line of credit of $600,000 with First of America Bank. The interest rate on the line floats 180 basis points above 1 mont h LIBOR, which is currently at 5.63%. 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 two years, sales of the new and used model homes have been growing and the General Partner believes that continuing model home program is in the best interest of the Partnership. As of September 30, 1997, the outstanding balance on the line of credit was $430,482.
During the quarters ended September 30, 1997 and 1996, distributable cash generated by operations was $353,192 and $935,171, respectively. The decrease in cash flow for the quarter was due to the Partnership's mortgage payments of appr oximately $754,317 per quarter, which is a result of the Nomura Financing.
The quarterly Partnership Management Distribution due the General Partner for the third quarter was $133,000, or one-fourth of 1.0% of the most recent appraised value of the properties held by the Partnership. ($53,200,000 x .01 = $532 ,000 / 4 = $133,000).
The cash available after payment of the Partnership Management Distribution amounted to $220,192. From this amount, the General Partner elected to make a total distribution of $75,000 for the third quarter of 1997, 80.0% or $60,000 wa s paid to the Limited Partners and 20.0% or $15,000 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, 1997, the Part nership added $145,192 to reserves. During the same quarter in 1996, the Partnership added $35,171 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 enjoyed a combined average occupancy of 97.9% (1,786/1,824 sites) at the end of September 1997, versus 97.1% a year ago. The average monthly rent in September 1997 wa s approximately $384, or 3.2% more than the $372 average monthly rent in September 1996.
| Total Capacity | Occupied Sites | Occupancy Rate | Average Rent | |
| Aztec Estates | 645 | 617 | 95.70% | $427 |
| Kings Manor | 314 | 307 | 97.8 | 404 |
| Old Dutch Farms | 293 | 292 | 99.7 | 390 |
| Park of the Four Seasons | 572 | 570 | 99.7 | 329 |
| Total on 9/30/97: | 1,824 | 1,786 | 97.90% | $384 |
| Total on 9/30/96: | 1,824 | 1,771 | 97.10% | $372 |
During the third quarter of 1997, the Partnership generated gross revenues of $2,017,209 or 4.5% more than the $1,929,458 generated in the third quarter of 1996. The net operating income before other non-recur ring expenses and Partnership Management was $1,192,824 or 59.1% of the total revenues, versus $1,055,866 or 54.7% during the same period in 1996. Cash flow for the third quarter, after mortgage debt service and non-recurring items was $353,192. The cas h flow for the same period in 1996 was $935,171, but it is not comparable because the Partnership had no mortgage debt as of that date.
| Gross Revenues | Net Operating Income | Mortgage Debt | Cash Flow | |
| Aztec Estates | $728,660 | $397,097 | $266,810 | $130,287 |
| Kings Manor | 353,653 | 217,509 | 133,886 | 83,623 |
| Old Dutch Farms | 331,215 | 220,806 | 120,600 | 100,206 |
| Park of the Four Seasons | 598,273 | 357,412 | 182,764 | 174,648 |
| Partnership Management | 5,408 | -75,289 | 0 | -75,289 |
| Other Non Recurring expenses: | ----- | -60,283 | 0 | -60,283 |
| Total on 9/30/97: | $2,017,209 | $1,057,252 | $704,060 | $353,192 |
| Total on 9/30/96: | $1,929,458 | $935,171 | $0 | N/A |
As shown in the Partnership's financial statements, the properties' operating expenses for the third quarter of 1997 compared to the same period in 1996, reflect slight increases in wages, marketing expenses, taxes and legal/professiona l fees.
Aztec Estates, in Margate, Florida, reported an occupancy on September 30, 1997 of 95.7% (617/645 sites), versus 94.6% as of September 30, 1996. The average rent in the community as of September 30, 1997 was $427, versus $411, an increase of 3.9% from the same period in 1996. For the third quarter of 1997, the net operating income was $397,097, or 3.4% more than the $383,887 reported for the same period in 1996.
Improvement and maintenance actions undertaken during the quarter focused on landscaping the front entrance and installing an air conditioning unit in the office. In addition, minor repairs and remodeling were completed at the clubhou se which included the installation of new doors, concrete repairs and new storage closets. Pedestal upgrades were done at some sites to accommodate the larger homes.
Kings Manor, in Fort Lauderdale, Florida, reported an occupancy of 97.8% (307/314 sites) on September 30, 1997, versus 96.5% as of September 30, 1996. The averag e rent in the community as of September 30, 1997 was $404, versus $388, an increase of 4.1% from the same period in 1996. For the third quarter of 1997, the net operating income was $217,509, or 7.7% more than the $201,934 reported during the same period in 1996.
Improvement and maintenance actions undertaken during the quarter involved tree trimming throughout the community, pressure washing homes, painting and carpeting the Recreation Monitor's office, and painting and wallpapering the restroo ms and hallway in the community center building. Asphalt repairs for new home placements also were completed over the third quarter.
Old Dutch Farms, in Novi Michigan, reported an occupancy of 99.7% (292/293 sites) on September 30, 1997, versus 98.3% as of September 30, 1996. The average rent in the community as of September 30, 1997 was $390, versus $ 379, an increase of 2.9% from the same period in 1996. For the third quarter of 1997, the net operating income was $220,806, up 23.6% from the $178,618 reported for the same period in 1996. The increase in net operating income is due to higher revenues from increases in occupancy and average rent.
Improvement and maintenance actions undertaken during the third quarter focused on re-siding the pole barn, upgrades to the mail center, upgrades to the satellite storage building, and general site upgrades. Also completed during the l ast quarter was the installation of an underground sprinkler system at the entrance.
Park of the Four Seasons, in Blaine, Minnesota, reported an occupancy of 99.7% (570/572 sites) on September 30, 1997, representing no change from the same quarter ended September 30, 1996. The average rent in the communit y as of September 30, 1997 was $329, versus $318, an increase of 3.3% from the same period in 1996. For the third quarter of 1997, the net operating income was $357,412, or 22.6% more than the $291,428 reported for the same period in 1996. The increas e in income is due to higher average monthly rent and lower operating expenses.
Improvement and maintenance actions undertaken during the quarter involved approximately $103,000 in road, driveway, and sidewalk repairs. In addition, the roof of the swimming pool room was painted.
MANAGEMENT EXPENSES
Net Partnership management expenses paid during the quarter amounted to $75,289. Gross expenses of $80,697 (data processing, accounting and legal expenses, office supplies and wages to employees of the Partnership) were partially offse t by income of $5,408 generated by interest on the Partnership's reserves and transfer fees. The figures for last year's third quarter were $21,064, $24,662 and $3,598, respectively.
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports of Form 8-K
| Exhibit Number | Description |
| 27 | Financial Data Schedule |
(b) Reports of Form 8-K
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 14, 1997
EXHIBIT INDEX
| Exhibit No. | Description | Page |
| 27 | Financial Data Schedule |