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, 1997Commission 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 Fund I 10-Q: PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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 EndedThree Months Ended
Sept. 30, 1997Sept. 30, 1996Sept. 30, 1997Sept. 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

(a) Exhibits

Exhibit NumberDescription
27Financial Data Schedule

(b) Reports of Form 8-K

There were no reports filed on Form 8-K during the three months ended September 30, 1997.

 

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
27Financial Data Schedule