<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1995 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 38-2593067
(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)
(810) 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 [ ]
<PAGE> 2
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 3
Balance Sheets
September 30, 1995 (Unaudited) and
December 31, 1994 3
Statements of Income
Nine months ended September 30, 1995
and 1994 and Three months ended
September 30, 1995 and 1994 (Unaudited) 4
Statements of Cash Flows
Nine months ended September 30, 1995
and 1994 (Unaudited) 5
Notes to Financial Statements
September 30, 1995 (Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 7
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
</TABLE>
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<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS September 30, 1995 December 31, 1994
(Unaudited)
<S> <C> <C>
Properties:
Land $5,280,000 $5,280,000
Buildings And Improvements 22,100,555 22,033,371
Manufactured Homes 95,408 98,320
Furniture And Fixtures 455,452 343,336
----------- -----------
27,931,415 27,755,027
Less Accumulated Depreciation 7,006,573 6,430,266
----------- -----------
20,924,842 21,324,761
Cash And Cash Equivalents 327,247 373,168
Other Assets 381,339 415,849
----------- -----------
Total Assets $21,633,428 $22,113,778
----------- -----------
<CAPTION>
LIABILITIES September 30, 1995 December 31, 1994
(Unaudited)
<S> <C> <C>
Accounts Payable $75,170 $91,916
Other Liabilities 1,038,715 1,080,452
----------- -----------
Total Liablities $1,113,885 $1,172,368
Partners' Equity
General Partner (580,481) (620,985)
Class A Limited Partners 12,225,249 12,687,620
Class B Limited Partners 8,874,775 8,874,775
----------- -----------
Total Partners' Equity 20,519,543 20,941,410
----------- -----------
Total Liabilities And
Partners' Equity $21,633,428 $22,113,778
----------- -----------
</TABLE>
See Notes to Financial Statements
3
<PAGE> 4
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
Sept. 30, 1995 Sept. 30, 1994 Sept. 30, 1995 Sept. 30, 1994
<S> <C> <C> <C> <C>
Income:
Rental Income $5,383,858 $5,237,452 $1,799,089 $1,752,329
Other 240,253 227,123 67,434 81,051
---------- ---------- ---------- ----------
Total Income $5,624,111 $5,464,575 $1,866,523 $1,833,380
---------- ---------- ---------- ----------
Operating Expenses:
Administrative Expenses
(Including $280,201, $272,732, $93,365 And
$90,730 In Property Management Fees Paid
To An Affiliate For The Nine and Three
Month Periods Ended Sept. 30, 1995 and
1994, Respectively) 1,226,072 1,075,481 416,554 375,214
Property Taxes 597,657 572,559 197,923 190,866
Utilities 340,828 330,694 104,293 114,498
Property Operations 655,114 764,415 251,081 285,546
Depreciation And Amortization 576,308 567,905 192,103 189,302
---------- ---------- ---------- ----------
Total Operating Expenses $3,395,979 $3,311,054 $1,161,954 $1,155,426
---------- ---------- ---------- ----------
Net Income $2,228,132 $2,153,521 $704,569 $677,954
---------- ---------- ---------- ----------
Income Per Limited Partnership Unit:
Class A $52.00 $53.00 $17.00 $18.00
Class B $75.00 $75.00 $25.00 $25.00
Distribution Per Limited Partnership Unit
Class A $75.00 $75.00 $25.00 $25.00
Class B $75.00 $75.00 $25.00 $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
</TABLE>
See Notes to Financial Statements
4
<PAGE> 5
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPT. 30, 1995 SEPT. 30, 1994
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) $2,228,132 $2,153,521
Adjustments To Reconcile Net Income
(Loss) To Net Cash Provided By
Operating Activities:
Depreciation 576,308 567,905
(Increase) Decrease In Other Assets From Operations 34,510 (8,910)
Increase (Decrease) In Accounts Payables (16,746) (60,343)
Increase (Decrease) Other Liabilities From Operations (41,737) (166,741)
---------- ----------
Total Adjustments 552,335 331,911
---------- ----------
Net Cash Provided By (Used In)
Operating Activities 2,780,467 2,485,432
---------- ----------
Cash Flows From Investing Activities:
Capital Expenditures (176,388) (15,601)
---------- ----------
Net Cash Provided By (Used In)
Investing Activities (176,388) (15,601)
---------- ----------
Cash Flows From Financing Activities:
Distributions To Partners (2,650,000) (2,450,000)
---------- ----------
Net Cash Provided By (Used In)
Financing Activities (2,650,000) (2,450,000)
---------- ----------
Increase (Decrease) In Cash (45,921) 19,831
Cash, Beginning 373,168 399,009
---------- ----------
Cash, Ending $327,247 $418,840
---------- ----------
</TABLE>
See Notes to Financial Statements
5
<PAGE> 6
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
September 30, 1995 (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Presentation:
The balance sheet as of September 30, 1995, the related statements of income
and statements of cash flow for the periods ended September 30, 1995 and 1994
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:
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPT. 30, 1995 SEPT. 30, 1994 SEPT. 30, 1995 SEPT. 30, 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
PROPERTY MANAGEMENT FEE
TO UNIPROP, INC.: $280,201 $272,732 $93,365 $90,730
</TABLE>
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<PAGE> 7
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. There have been no significant capital transactions
during the quarter reported.
Liquidity
Partnership liquidity is based upon its investment strategy. The properties
owned by the Partnership were anticipated to be held for seven to ten years
after their acquisition, although properties may be disposed of earlier or
later, if, in the opinion of the General Partner, it is in the best interest of
the Partnership to do so.
During the second quarter of 1995, the Partnership extended the existing line
of credit with Comerica Bank from $200,000 to $400,000. Proceeds from the line
of credit are being used to purchase new or used manufactured homes for sale or
lease in the communities owned by the Partnership. As of September 30, 1995,
the outstanding balance on the line of credit was approximately $143,210.
During the quarters ended September 30, 1995 and 1994, cash generated by
operations was $896,672 and $867,256, respectively. The increase in cash flow
for the quarter was due to higher average rents. This amount of cash flow
provided sufficient funds to distribute $750,000 to the Limited Partners
subsequent to the end of the quarter, providing the Limited Partners with their
annualized 10% preferred return. As of September 30, 1995, the General Partner
received a distribution of $100,000 from cash generated by operations. For the
same quarter in 1994, the General Partner received $100,000.
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, 1995, the
Partnership added $46,672 to reserves. During the same quarter in 1994, the
Partnership added $17,256 to cash reserves. The amount placed in reserves is
at the discretion of the General Partner.
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<PAGE> 8
Results of Operations
OVERALL, as illustrated in the tables below, the four properties enjoyed a
combined average occupancy of 95.6% (1,743/1,824 sites) at the end of September
1995, versus 94.7% a year ago. The average monthly rent in September 1995 was
approximately $361, or 2.8% more than the $351 average monthly rent in
September 1994.
<TABLE>
<CAPTION>
Total Occupied Occupancy Average
Capacity Sites Rate Rent
<S> <C> <C> <C> <C>
Aztec Estates 645 621 96.3% $395
Kings Manor 314 310 98.7 372
Old Dutch Farms 293 284 96.9 369
Park of the Four Seasons 572 528 92.3 311
----- ----- ---- ----
Total on 9/30/95 1,824 1,743 95.6% $361
Total on 9/30/94 1,824 1,728 94.7% $351
</TABLE>
During the third quarter of 1995, the Partnership generated gross revenues of
$1,866,523 or 1.8% more than the $1,833,380 generated in the third quarter of
1994. The net operating income before other non-recurring expenses and
Partnership administration was $1,007,389 or 54.1% of the total revenues,
versus $983,892 or 53.7% during the same period in 1994.
<TABLE>
<CAPTION>
Gross Net Operating
Revenues Income
<S> <C> <C>
Aztec Estates $ 744,715 $361,566
Kings Manor 336,070 201,310
Old Dutch Farms 295,908 183,987
Park of the Four Seasons 486,362 260,526
Partnership Management: 3,468 (65,603)
Other Non Recurring expenses: (45,114)
-------- --------
Total on 9/30/95: $1,866,523 $896,672
Total on 9/30/94: $1,833,380 $867,256
</TABLE>
The Partnership operating expenses for the third quarter of 1995, compared to
the same period in 1994, reflect increases in wages, trash removal costs, taxes
and legal/professional fees.
AZTEC ESTATES, in Margate, Florida, reported an occupancy on September 30, 1995
of 96.3% (621/645 sites), versus 98.0% as of September 30, 1994. The average
rent in the community as of September 30, 1995 was $395, versus $385, an
increase of 2.6% from the same period in 1994. For the third quarter of 1995,
the net operating income was $361,566, 14.3% less than the $421,328 reported
for the same period in 1994. The decline in income is the result of lower
occupancy and higher operating expenses.
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<PAGE> 9
Improvement and maintenance actions undertaken during the quarter focused on
completing repairs to the boulevard bridge, renovations to the community center
building, and additional outdoor lighting around the fishing pond.
The new "model home" marketing program that was established early in 1995 has
really started to show results in recent months. For the first nine months of
1995, management has reported selling eight new homes and 17 pre-owned homes.
Based on the continued strong housing market in Broward County, management
believes that new home sales could increase to 15 by year end. If new home
sales reach this level, it will be the highest level in thirteen years. As of
September 30, 1995, five model homes are set-up and offered for sale. Plans are
to add additional models of homes to the inventory in order to offer potential
customers diverse floor plans.
KINGS MANOR, in Fort Lauderdale, Florida, reported an occupancy of 98.7%
(310/314 sites) on September 30, 1995, versus 98.4% as of September 30, 1994.
The average rent in the community as of September 30, 1995 was $372, versus
$354, an increase of 5.9% from the same period in 1994. For the third quarter
of 1995, the net operating income was $201,310, slightly less than the $205,094
reported during the same period in 1994. The decline in income was the result
of higher marketing and maintenance expenses.
Improvement and maintenance actions undertaken during the quarter involved
repairs to the street lighting, additional landscaping at the community
entrance, and the on-going replacement of old resident mailboxes. Also
completed during the third quarter was renovations to the resident manager's
home and the expansion to the playground/recreation area.
For the past several quarters, management has been removing older homes from
the community in an effort to upgrade the housing stock within the community.
Management reports that, although removing the older homes has created
vacancies, the strong housing market has made it possible to fill the vacant
homesites with new resident homes without difficulty. The strong housing market
has also allowed management to lower marketing incentives offered to home
dealers and new residents. According to the Broward County Development
Authority, the area economy continues to grow both in housing starts and jobs.
OLD DUTCH FARMS, in Novi Michigan, reported an occupancy of 96.9% (284/293
sites) on September 30, 1995, versus 94.9% as of September 30, 1994. The
average rent in the community as of September 30, 1995 was $369, versus $356,
an increase of 3.7% from the same period in 1994. For the third quarter of
1995, the net operating income was $183,987, 7.6% more than the $170,833
reported for the same period in 1994. The increase in income is due to higher
occupancy and a higher average monthly rent.
Improvement and maintenance actions undertaken during the quarter involved the
installation of new overhead streetlights, additional landscaping for the
common areas, and concrete work for new resident homes moved into the
community.
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<PAGE> 10
Market demand for new housing has been strong in the Novi area. However, large
multi-section homes are currently the strongest sellers and Old Dutch Farms has
only single-section homesites remaining vacant. To fill the smaller sites
management has set-up two model homes and is offering special incentives to new
residents. In addition, dealer incentives have been enhanced to fill the
remaining vacant home sites.
PARK OF THE FOUR SEASONS, in Blaine, Minnesota, reported an occupancy of 92.3%
(528/572 sites) on September 30, 1995 versus 89.0% as of September 30, 1994.
The average rent in the community as of September 30, 1995 was $311, versus
$304, an increase of 2.3% from the same period in 1994. For the third quarter
of 1995, the net operating income was $260,526, 7.5% more than the $242,282
reported for the same period in 1994. The increase in income is due to higher
occupancy and higher average monthly rent.
Improvement and maintenance actions undertaken during the quarter involved
repairs to several catch basins, renovations of community-owned lease homes and
the expansion of the RV storage area. Also completed during the third quarter
were repairs to several water lines.
Management reported that 17 new residents moved into Park of the Four Seasons
during the third quarter. This is the highest number of new resident leasing
activity in over six years. It appears that the northern Minneapolis housing
market has now recovered and reach stabilized occupancy in the next several
quarters. Park of the Four Seasons is a very large community, and if it fully
regains occupancy lost over the past few years, it could significantly impact
the Partnership's cash flow.
MANAGEMENT EXPENSES
Net partnership management expenses paid during the quarter amounted to
$65,603. Gross expenses of $69,071 (data processing, accounting and legal
expenses, office supplies and wages to employees of the Partnership) were
partially offset by income of $3,468 generated by interest on the Partnership's
reserves and transfer fees. The figures for last year's third quarter were
$55,645, $59,871 and $4,226, respectively.
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<PAGE> 11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
(b) Reports of Form 8-K
There were no reports filed on Form 8-K during
the three months ended September 30, 1995.
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, 1995
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<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
No. ----------- ----
- -------
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 327,247
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 708,586
<PP&E> 27,931,415
<DEPRECIATION> 7,006,573
<TOTAL-ASSETS> 21,633,428
<CURRENT-LIABILITIES> 1,113,885
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 20,519,543
<TOTAL-LIABILITY-AND-EQUITY> 21,633,428
<SALES> 0
<TOTAL-REVENUES> 5,624,111
<CGS> 0
<TOTAL-COSTS> 2,819,671
<OTHER-EXPENSES> 576,308
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,228,132
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,228,132
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,228,132
<EPS-PRIMARY> 52.<F1>
<EPS-DILUTED> 75.
<FN>
<F1>EPS Primary - In this RELP there are two classes of Limited Partnership
units. EPS Primary is income per Class A Limited Partnership unit. EPS
diluted is income per Class B Limited Partnership unit.
</FN>
</TABLE>
