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. 0-16701 |
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 Ended | Three Months Ended | |||
| Sept. 30, 1997 | Sept. 30, 1996 | Sept. 30,1997 | Sept. 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 Number | Description |
| 27 | Financial 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.
| 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 |