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. 0-16701

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

a Michigan Limited Partnership

(Exact name of registrant as specified in its charter)

 

MICHIGAN

(State or other jurisdiction of

incorporation or organization)

38-2702802

(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)

 

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 [ ]

 

 

PART I. FINANCIAL INFORMATION
       
ITEM 1. FINANCIAL STATEMENTS
       
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II, A MICHIGAN LIMITED PARTNERSHIP
       
BALANCE SHEETS
       
     
       
ASSETS Sept. 30, 1997   Dec. 31, 1996
  (Unaudited)    
Properties:      
Land $11,644,603   $11,644,603
Buildings And Improvements 48,906,031   48,558,632
Furniture And Fixtures 368,275   342,651
Manufactured Homes 2,203,016   2,535,831
  $63,121,925   $63,081,717
Less Accumulated Depreciation 16,649,988   15,329,988
  $46,471,937   $47,751,729
   
Cash And Cash Equivalents 1,319,093   1,144,427
Marketable Securities 818,182   818,182
Mortgage-backed Securities 1,502,250   1,502,250
Unamortized financing costs 903,374   930,139
Investment 998,995   998,995
Other Assets 514,494   437,659
Total Assets $52,528,325 $53,583,381
       
       
LIABILITIES AND PARTNERS' EQUITY      
       
Accounts Payable $160,472   $155,889
Other Liabilities 950,225   1,194,387
Note Payable 30,045,000   30,025,487
       
Total Liabilities $31,155,697   $31,375,763
       
Partners' Equity:      
General Partner 225,691   218,515
Unit Holders 21,146,937   21,989,103
       
Total Partners' Equity $21,372,628   $22,207,618
       
Total Liabilities And      
Partners' Equity $52,528,325   $53,583,381
       
       
See Notes To Financial Statements      

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
               
STATEMENTS OF INCOME
(Unaudited)
               
               
  Nine Months Ended Three Months Ended
  Sept. 30, 1997   Sept. 30, 1996   Sept. 30, 1997   Sept. 30, 1996
               
Income:              
Rental Income $8,298,191   $7,845,787   $2,765,264   $2,635,696
Other 555,324   527,781   210,524   137,798
Total Income $8,853,515   $8,373,568   $2,975,788   $2,773,494
               
Operating Expenses:              
Administrative Expenses
(Including $438,866, 411,783, 147,961 and 137,938 In Property Management Fees Paid To An Affliate For The Nine and Three Month Periods Ended Sept. 30, 1997 And 1996, Respectively)
2,349,908   2,349,271   800,299   794,130
Property Taxes 672,137   657,958   224,066   219,535
Utilities 688,404   774,659   180,280   274,352
Property Operations 1,077,160   923,233   459,685   319,376
Depreciation And Amortization 1,366,762   1,417,050   452,596   472,350
Interest 1,981,539   1,965,444   665,282   650,975
               
Total Operating Expenses $8,135,910   $8,087,615   $2,782,208   $2,730,718
               
Net Income $717,605   $285,953   $193,580   $42,776
               
Income Per Unit: $0.22   $0.09   $0.06   $0.01
               
Distribution Per Unit $0.47   $0.39   $0.17   $0.13
               
Weighted Average Number Of Units Of Beneficial Assignment Of Limited Partnership Interest Outstanding During The Periods Ending Sept. 30, 1997 and 1996 3,303,387   3,303,387   3,303,387   3,303,387
               
See Notes To Financial Statements              

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
       
STATEMENTS OF CASH FLOWS
(Unaudited)
       
       
  Nine Months Ended
  Sept. 30, 1997   Sept. 30, 1996
       
Cash Flows From Operations:      
Net Income $717,605   $285,953
       
Adjustments To Reconcile Net Income To Net Cash      
Provided By Operating Activities:      
Depreciation 1,320,000   1,312,500
Amortization 46,762   104,550
(Increase) Decrease In Other Assets (77,319)   132,655
Increase (Decrease) In Accounts Payables 4,583   (62,681)
Increase (Decrease) In Other Liabilities (244,162)   189,763
Total Adjustments 1,049,864   1,676,787
       
Net Cash Provided By    
Operating Activities 1,767,469   1,962,740
       
Cash Flows From Investing Activities:    
Purchase of Marketable Securities 0   0
Capital Expenditures (373,023)   (37,440)
Sale of Fixed Assets 332,815   (274,414)
Net Cash Provided By (Used In)      
Investing Activities (40,208)   (311,854)
       
Cash Flows From Financing Activities:      
Distributions To Partners (1,552,595)   (1,288,320)
       
Net Cash Provided By (Used In)      
Financing Activities (1,552,595)   (1,288,320)
       
Increase (Decrease) In Cash 174,666   362,566
Cash, Beginning 1,144,427   388,328
       
Cash, Ending $1,319,093   $750,894
       
       
       
See Notes To Financial Statements      

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

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 Securities 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 included.

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 statements and notes, which should be consulted.

2. Payments to affiliates:

Nine Months EndedThree Months Ended
Sept. 30, 1997Sept. 30, 1996 Sept. 30,1997Sept. 30,1996
Property management fee to Uniprop, Inc.:$438,866$411,783$147,961$137,938


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 nine manufactured home communities. As part of the mortgage financing the Partnership completed in 1993, the Partnership was required to purchase $1,502,250 in mortgage-backed securities, known as the "Class D Certificates". These mortgage-backed securities equal approximately 5.0% of the seven mortgage notes payable and pay interest computed at a monthly fixed rate of 7.5% per annum. The interest income, as well as the future value of the Class D Certificates could be adversely affected by a foreclosure or a significant decline in operating results involving any of the 28 properties participating in the financing transaction which include mortgages on 21 additional properties not owned by the Partnership.

 

Liquidity

As a result of the 1993 mortgage financing, seven of the Partnership's nine properties are mortgaged. At the time of the mortgage financing, the aggregate principal amounts due under the seven mortgage notes was $30,045,000 and the aggregate fair market value of the Partnership's mortgage properties was $56,400,000. The Partnership expects to meet its short-term liquidity needs generally through its working capital provided by operating activities.

Partnership liquidity is based, in part, upon its investment strategy. Upon acquisition, the partnership anticipated owning the properties for seven to ten years. All of the properties have been owned by the Partnership at least seven years and 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.

Distributable cash from operations totaled $646,176 for the quarter ending September 30, 1997. Included in distributable cash from operations is interest income of $28,130 from the Class D Certificates. Of this amount, the General Partner has decided to distribute $561,575.79 to the Unit Holders, representing a 4.0% annualized return on capital. The difference between income generated by operations and cash distributed, or $163,735.21, has been added to the Partnership's cash reserves.

The General Partner will continue to monitor on-going cash flow generated by the Partnership's nine properties during the coming quarters. If cash flow generated is lower or higher than the amount needed to maintain the current distribution level, the General Partner may elect to reduce or increase the level of future distributions paid to Unit Holders.

Results of Operations

Overall, as illustrated in the following table, the Partnership's nine properties reported combined occupancy of 92.3%, (3,072/3,330 sites), versus 90.1% (3,000/3,330) for September 1996. The average monthly homesite rent as of September 30, 1997 was approximately $333, versus $326, an increase of 2.1% from September 1996.

  Total Capacity Occupied Sites Occupancy Rate Average Rent
Ardmor Village 339 322 95.00% $310
Camelot Manor 335 331 98.8 305
Country Roads 312 286 91.7 225
Dutch Hills 278 258 92.8 306
El Adobe 371 367 98.9 374
Paradise Village 611 472 77.3 282
Stonegate Manor 308 291 93 308
Sunshine Village 356 331 93 399
West Valley 420 414 98.6 430
         
Total on 9/30/97: 3,330 3,072 92.30% $333
Total on 9/30/96: 3,330 3,000 90.10% $326

During the third quarter of 1997, the Partnership generated gross revenues of $2,975,788, a 7.3% increase over the $2,773,494 generated in the third quarter of 1996. The net operating income generated by the Partnership during the third quarter was $1,311,458, a 12.5% increase over the $1,166,101 generated during the third quarter of 1996. Cash flow for the third quarter, after mortgage debt service and non-recurring items was $646,176, or 25.4% more than the $515,126 generated during the third quarter of 1996. The increase in cash flow was a direct result of increased occupancy and higher average rents.

  Gross Net Operating Mortgage Cash
  Revenues Income Debt Flow
         
Ardmor Village $271,585 $110,533 $64,878 $45,655
Camelot Manor 284,376 147,806 77,279 70,527
Country Roads 198,097 35,733 0 35,733
Dutch Hills 235,160 120,478 57,129 63,349
El Adobe 417,441 263,947 122,450 141,497
Paradise Village 351,209 54,156 0 54,156
Stonegate Manor 284,370 154,769 66,760 88,009
Sunshine Village 370,967 203,741 94,993 108,748
West Valley 559,686 366,566 181,793 184,773
Partnership Mgt: 2,897 -43,128 0 -43,128
Other Non        
Recurring Expenses: ---------- -103,143 0 -103,143
         
Qtr. End 9/30/97: $2,975,788 $1,311,458 $665,282 $646,176
Qtr. End 9/30/96: $2,773,494 $1,166,101 $650,975 $515,126

As shown in the Partnership's financial statements, the properties' operating expenses for the first nine months of 1997 compared to the same period in 1996, reflect slight increases in wages, legal fees, marketing expenses, and taxes.

Ardmor Village, in Lakeville, Minnesota, reported an occupancy of 95.0% (322/339 sites) as of September 30, 1997, versus 92.9% as of September 30, 1996. The average rent was approximately $310 per homesite as of September 30, 1997, versus $311 as of September 30, 1996. For the third quarter, Ardmor Village generated gross revenues of $271,585, 5.9% more than the $256,401 reported for the same quarter in 1996. Net operating income for the quarter was $110,533, 15.2% less than the $127,298 earned during the same quarter in 1996. The decrease in net operating income was the result of higher legal expenses related to evictions and required repair and maintenance to the communities' sewer and water system.

Improvement and maintenance actions undertaken during the quarter involved $20,680 in driveway and sidewalk repairs, and completing the installation of the underground sprinklers at the entrance. Site upgrades in the amount of $7,295 were done over the third quarter to accommodate the new homes being moved into the community. Management has $45,000 budgeted for road repairs that will begin during the next quarter.

Camelot Manor, in Grand Rapids, Michigan, reported an occupancy of 98.8% (331/335 sites) as of September 30, 1997, versus 94.6% as of September 30, 1996. The average rent was $305 per homesite as of September 30, 1997, versus $297 as of September 30, 1996, an increase of 2.7%. For the third quarter of 1997, Camelot Manor generated gross revenues of $284,376, 6.0% more than the $268,287 reported for the same quarter in 1996. Net operating income for the quarter was $147,806, 10.4% more than the $133,885 earned during the same quarter in 1996.

Improvement and maintenance actions undertaken during the quarter involved minor road repairs, and site and pedestal upgrades. During the next quarter, the community plans to replace the furniture in the offices and install an underground sprinkler system at the front entrance.

Country Roads, in Jacksonville, Florida, reported an occupancy of 91.7% (286/312 sites) as of September 30, 1997, versus 88.1% as of September 30, 1996. The average rent was $225 per homesite as of September 30, 1997, versus $215 during the same quarter of 1996, an increase of 4.7%. For the third quarter of 1997, Country Roads generated gross revenues of $198,097, 7.8% more than the $183,751 reported during the same quarter in 1996. Net operating income for the quarter was $35,733, versus $28,359 for the third quarter of 1996.

Improvement and maintenance actions undertaken at the community during the quarter included installing new electric pedestals at some sites, minor driveway repairs, and approximately $17,000 in costs associated with landscaping and planting trees around the office area.

Dutch Hills, in Haslett, Michigan, reported an occupancy of 92.8% (258/278 sites) as of September 30, 1997, versus 96.4% as of September 30, 1996. The average rent was $306 per homesite as of September 30, 1997, versus $295 as of September 30, 1996, an increase of 3.7%. For the third quarter, Dutch Hills generated gross revenues of $235,160, 6.5% more than the $220,735 reported during the same quarter in 1996. Net operating income was $120,478, 12.3% more than the $107,252 earned during the same quarter in 1996. Although occupancy is down compared to the same quarter in 1996 gross revenues and operating income have increased due to increases in the average rent and lower operating expenses.

Improvement and maintenance actions undertaken during the third quarter were limited to site upgrades to the piers and pedestals to accommodate the new larger homes.

El Adobe, in Las Vegas, Nevada, reported an occupancy of 98.9% (367/371 sites) as of September 30, 1997, versus 95.7% as September 30, 1996. The average rent on September 30, 1997 was $374 per homesite, versus $359 as of September 30, 1996, an increase of 4.2%. For the third quarter of 1997, El Adobe generated gross revenues of $417,441, 7.1% more than the $389,708 reported for the same quarter in 1996. Net operating income for the quarter was $263,947, an 18.5% increase over the $222,689 generated during the same quarter in 1996. The increase in net operating income is due to increased occupancy and higher average homesite rent combined with stable expenses.

Improvement and maintenance actions undertaken during the third quarter included driveway repairs, a new sidewalk from the parking lot to the door of the community center, and approximately $10,000 in new playground equipment.

As a result of the strong housing market in Las Vegas, occupancy at El Adobe has increased by 12 homesites, or 3.4%, since the third quarter of 1996. Management reported that three new homes were moved into the community over the third quarter and one home was moved out. With the current strong market conditions management anticipates occupancy to remain stable through the fourth quarter.

Paradise Village, in Tampa , Florida, reported an occupancy of 77.3% (472/611 sites) as of September 30, 1997, versus 71.0% as of September 30, 1996. The average rent as of September 30, 1997 was $282 per homesite, versus $271 as of September 30, 1996, an increase of 4.1%. For the third quarter of 1997, Paradise Village generated gross revenues of $351,209, 14.8% more than the $308,158 reported for the same quarter in 1996. Net operating income for the quarter was $54,156 compared to the $31,793 reported during the same quarter in 1996.

Improvement and maintenance actions undertaken during the quarter focused primarily on sidewalk and driveway repairs, replacement of the retaining walls throughout the community, and office decorations. Pruning and trimming the trees was also completed over the last quarter.

Stonegate Manor, in Lansing, Michigan, reported an occupancy of 94.5% (291/308 sites) as of September 30, 1997, versus 95.8% as of September 30, 1996. The average rent was $308 per homesite as of September 30, 1997, versus $297 as of September 30, 1996, an increase of 3.7%. For the third quarter of 1997, Stonegate Manor generated gross revenues of $284,370, 16.2% more than the $244,712 reported for the same quarter in 1996. Net operating income for the quarter was $154,769, 27% more than the $121,930 reported during the same quarter in 1996. The significant increase in income from 1996 to 1997 is due to a one time payment from the cable tv provider to let them provide additional services at the community.

Improvement and maintenance actions undertaken during the quarter involved primarily site and pedestal upgrades due to the increase in multi-sectional homes moving into the community which adds additional set up costs. Due to increases in operating expenses management has decided to postpone any other budgeted improvement and maintenance items until 1998.

 

Sunshine Village, in Davie, Florida, reported an occupancy of 93.0% (331/356 sites) as of September 30, 1997, versus 91.9% as of September 30, 1996. The average rent was $399 per homesite as of September 30, 1997, versus $381 as of September 30, 1996, an increase of 4.7%. For the third quarter of 1997, Sunshine Village generated gross revenues of $370,967, slightly more than the $363,104 reported for the same quarter in 1996. Net operating income was $203,741, 3.3% less than the $210,512 reported for the same quarter in 1996. The slight drop in net operating income is due to increased expenses.

Improvement and maintenance actions undertaken during the quarter involved the removal of old homes, the continuation of the pressure wash program, tree trimming throughout the community, and the installation of new playground equipment.

.

West Valley, in Las Vegas, Nevada, reported an occupancy of 98.6% (414/420 sites) as of September 30, 1997, which reflects no change from to the same quarter in 1996. The average rent was $430 per homesite as of September 30, 1997, versus $438 as of September 30, 1996. For the third quarter of 1997, West Valley generated gross revenues of $559,686, 5.7% more than the $529,618 reported during the same quarter in 1996. Net operating income was $366,566, 18.5% more than the $309,259 generated during the same quarter in 1996. The average monthly rent is lower due to a rollback related to the implementation of individual metering for residents' water use.

Improvement and maintenance actions undertaken during the quarter included approximately $30,000 in costs associated with the building of a new play structure. In addition, a pool awning was built and new furniture in the community center was purchased over the third quarter.

 

MANAGEMENT EXPENSES

Net Partnership management expenses for the quarter amounted to $43,128. Expenses of $46,025 (data processing, accounting and legal expenses, appraisals and wages to employees of the Partnership) were offset by gross income of $2,897, generated by interest on the Partnership's reserves and transfer fees. The equivalent figures for the third quarter of 1996 were $38,035, $47,055 and $9,020, respectively.

 

PART II. OTHER INFORMATION

ITEM 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit NumberDescription
27Financial Data Schedule

(b) Reports on 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