<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 March 31, 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
Page
----
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 3
Balance Sheets
March 31, 1995 (Unaudited) and
December 31, 1994 3
Statements of Income
Three months ended March 31, 1995
and 1994 (Unaudited) 4
Statements of Cash Flows
Three months ended March 31, 1995
and 1994 (Unaudited) 5
Notes to Financial Statements
March 31, 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
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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
ASSETS
<TABLE>
<CAPTION>
March 31, 1995 December 31, 1994
-------------- -----------------
(Unaudited)
<S> <C> <C>
Properties:
Land $ 5,280,000 $ 5,280,000
Buildings And Improvements 22,047,645 22,033,371
Manufactured Homes 94,337 98,320
Furniture And Fixtures 359,066 343,336
-------------- -----------------
27,781,048 27,755,027
Less Accumulated Depreciation 6,622,368 6,430,266
-------------- -----------------
21,158,680 21,324,761
Cash And Cash Equivalents 724,315 373,168
Other Assets 406,787 415,849
-------------- -----------------
Total Assets $22,289,782 $22,113,778
============== =================
LIABILITIES AND PARTNERS' EQUITY
Accounts Payable $ 42,980 $ 91,916
Other Liabilities 1,269,566 1,080,452
-------------- -----------------
Total Liablities $ 1,312,546 $ 1,172,368
============== =================
Partners' Equity
General Partner (437,831) (620,985)
Class A Limited Partners 12,540,292 12,687,620
Class B Limited Partners 8,874,775 8,874,775
-------------- -----------------
Total Partners' Equity 20,977,236 20,941,410
-------------- -----------------
Total Liabilities And
Partners' Equity $22,289,782 $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>
THREE MONTHS ENDED
March 31, 1995 March 31, 1994
-------------- --------------
<S> <C> <C>
Income:
Rental Income $1,787,454 $1,738,135
Other 87,979 76,879
--------------- ---------------
Total Income $1,875,433 $1,815,014
=============== ===============
Operating Expenses:
Administrative Expenses
(Including $93,365, And $90,311 In
Property Management Fees Paid To An
Affliate For The Three Months Periods
Ended March 31, 1995 and 1994, Respectively) 392,437 338,237
Property Taxes 197,358 190,860
Utilities 127,033 111,482
Property Operations 180,677 231,752
Depreciation And Amortization 192,102 189,301
--------------- ---------------
Total Operating Expenses $1,089,607 $1,061,632
--------------- ---------------
Net Income $ 785,826 $ 753,382
=============== ===============
Income Per Limited Partnership Unit:
Class A $18.00 $18.00
Class B $25.00 $25.00
Distribution Per Limited Partnership Unit
Class A $25.00 $25.00
Class B $25.00 $25.00
Weighted Average Number Of Limited
Partnership Units Outstanding
Class A 20,230 20,230
Class B 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>
THREE MONTHS ENDED
March 31, 1995 March 31, 1994
--------------- ---------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) $785,826 $753,382
Adjustments To Reconcile Net Income
(Loss) To Net Cash Provided By
Operating Activities:
Depreciation 192,102 189,301
(Increase) Decrease In Other Assets From Operations 9,062 (17,350)
Increase (Decrease) In Accounts Payables (48,936) (73,649)
Increase (Decrease) Other Liabilities From Operations 189,114 139,721
--------------- ---------------
Total Adjustments 341,342 238,023
--------------- ---------------
Net Cash Provided By (Used In)
Operating Activities 1,127,168 991,405
--------------- ---------------
Cash Flows From Investing Activities:
Capital Expenditures (26,021) 3,293
--------------- ---------------
Net Cash Provided By (Used In)
Investing Activities (26,021) 3,293
--------------- ---------------
Cash Flows From Financing Activities:
Distributions To Partners (750,000) (850,000)
--------------- ---------------
Net Cash Provided By (Used In)
Financing Activities (750,000) (850,000)
--------------- ---------------
Increase (Decrease) In Cash 351,147 144,698
Cash, Beginning 373,168 399,009
--------------- ---------------
Cash, Ending $724,315 $543,707
=============== ===============
</TABLE>
See Notes to Financial Statements
5
<PAGE> 6
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 1995 (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Presentation:
The balance sheet as of March 31, 1995, the related statements of income and
statements of cash flow for the periods ended March 31, 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>
THREE MONTHS ENDED
MARCH 31, 1995 MARCH 31, 1994
-------------- --------------
<S> <C> <C>
Property management fee
to Uniprop, Inc.: $93,365 $90,311
</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.
On August 24, 1994, the Partnership obtained a $200,000 line of credit with
Comerica Bank. 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 March 31, 1995, the outstanding balance on the line of
credit was approximately $165,000.
During the quarters ended March 31, 1995 and 1994, cash generated by operations
was $977,928 and 942,683, 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 March 31, 1995, the General Partner received a
distribution of $150,000 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 March 31, 1995, the
Partnership added $77,928 to reserves. During the same quarter in 1994, the
Partnership added $92,683 to cash reserves. The amount placed in reserves is
at the discretion of the General Partner.
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Results of Operations
OVERALL, as illustrated in the tables below, the Partnership's four properties
enjoyed a combined average occupancy of 95.1% (1,735/1,824 sites) at the end of
March 1995, versus 95.1% a year ago. The average monthly rent in March 1995
was approximately $359, or 2.3% more than the $351 monthly rent in March 1994.
<TABLE>
<CAPTION>
Total Occupied Occupancy Average
Capacity Sites Rate Rent
<S> <C> <C> <C> <C>
Aztec Estates 645 633 98.1% $394
Kings Manor 314 308 98.1 372
Old Dutch Farms 293 282 96.3 362
Park of Four Seasons 572 512 89.5 306
--- --- ---- ----
Total on 3/31/95: 1,824 1,735 95.1% $359
Total on 3/31/94: 1,824 1,734 95.1% $351
</TABLE>
During the first quarter of 1995, the Partnership generated gross revenues of
$1,875,433 or 3.3% more than the $1,815,014 generated in the first quarter of
1994. The net operating income before other non-recurring expenses generated
by the Partnership was $1,008,628 or 53.8% of total revenues, versus $1,030,054
or 56.8% during the same period in 1994. For the quarter, cash flow was
$977,928, versus $942,683 reported in 1994.
-8-
<PAGE> 9
<TABLE>
<CAPTION>
Net
Gross Operating
Revenues Income
<S> <C> <C>
Aztec Estates $ 764,753 $ 430,522
Kings Manor 342,311 212,681
Old Dutch Farms 287,505 168,589
Park of the Four Seasons 476,431 286,471
Partnership Management: 4,433 (89,635)
Other Non-Recurring Expenses: (30,700)
---------- ----------
Total on 3/31/95: $1,875,433 $ 977,928
Total on 3/31/94: $1,815,014 $ 942,683
---------- ----------
</TABLE>
The Partnership operating expenses for the first 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 March 31, 1995 of
98.1% (633/645 sites), versus 98.9% as of March 31, 1994. The average rent in
the community as of March 31, 1995 was $394, versus $385, or an increase of
2.3% from the same period in 1994. For the quarter, the net operating income
was $430,522, slightly more than the $426,372 earned in the same period of
1994.
Improvement and maintenance actions undertaken during the quarter included
replacement of old lighting at the tennis courts, the purchase of a pressure
wash system for cleaning mildewed homes within the community, and budgeted
repairs to a bridge within the community. Also started during the first
quarter, were the renovations to the community center building. Management has
budgeted approximately $10,000 for 1995 to replace carpet, tables and chairs
within the community center and office areas.
The market demand for manufactured homes in Broward County has improved in
recent months. As a result, our management team has enhanced the advertising
programs and is aggressively trying to fill the remaining vacant homesites
using both new model homes and dealer incentives. Management reported three
new model home sales and two used community-owned home sales during the first
quarter. The average sales price of the three new model homes sold was
$40,200.
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<PAGE> 10
KINGS MANOR, In Fort Lauderdale, Florida, reported an occupancy of 98.1%
(308/314 sites) on March 31, 1995, versus 98.7% as of March 31, 1994. The
average rent in the community as of March 31, 1995 was $372, versus $354, or an
increase of 5.1% from the same period in 1994. For the quarter, the net
operating income was $212,681, or 6.2% more than the $200,259 for the same
period in 1994.
Improvement and maintenance actions undertaken during the quarter included the
installation of a new sidewalk from the pool area to the playground, repairs to
a damaged sewer line, and the replacement of old electric pedestals.
Management has budgeted approximately $42,500 of capital improvements for Kings
Manor for 1995. The most significant capital improvements budgeted are $7,000
for the pool resurfacing and $9,600 for the upgrading of electric pedestals.
Also budgeted for 1995 is $9,000 for the purchase of new pool tables and
playground equipment.
Due to the overall improvement in the Broward County housing market, our
management team has started to remove some of the older homes within the
community to make way for larger, more modern homes. A new model home
sales/marketing program is scheduled to be in place by the end of the second
quarter of 1995. Once in place, management anticipates selling five to ten new
homes a year. The new sales program should not only fill vacant homesites, but
should also help further improve the appearance of the community.
OLD DUTCH FARMS, in Novi, Michigan, reported an occupancy of 96.3% (282/293
sites) on March 31, 1995, versus 98.0% as of March 31, 1994. The average rent
in the community as of March 31, 1995 was $362, versus $346, or an increase of
4.6% from the same period in 1994. For the quarter, the net operating income
was $168,589, or 13.0% less than the $193,852 for the same period in 1994. The
decline in income was the result of lower average occupancy and higher
operating expenses for the quarter.
Improvement and maintenance actions undertaken during the quarter focused on
the replacement of sewer and water lines and the installation of concrete piers
for new homes which were moved in during the first quarter. Our management
team has budgeted approximately $30,000 of capital improvements for Old Dutch
Farms for 1995. The most expensive improvements budgeted are $11,000 for
playground equipment and $12,500 for new street lighting.
Management reported that eight new homes were moved into the community during
the first quarter. Several of these were the result of local homes dealers
responding to our new incentive program. In addition to the incentive program,
a local manufactured home dealer has placed several new model homes within the
community. Management anticipates the model homes will sell this summer and
that, with the new incentive program in place, overall occupancy should reach
98.0% by the end of the third quarter.
PARK OF THE FOUR SEASONS, in Blaine, Minnesota, reported an occupancy of 89.5%
(512/572 sites) on March 31, 1995, versus 87.2% as of March 31, 1994. The
average rent in the community as of March 31, 1995 remained unchanged from the
$306 reported
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<PAGE> 11
in March 1994. For the quarter, the net operating income was $286,471, or 5.8%
more than the $270,832 for the same period in 1994.
Improvement and maintenance actions undertaken during the quarter were limited
to road repairs and the replacement of appliances in the on-site managers,
partnership provided, apartment unit. Management has budgeted approximately
$67,000 of capital improvements for Park of the Four Seasons for 1995. Road
and driveway repairs totalling $40,000 comprise the largest budgeted items.
Also budgeted for 1995 is $10,000 for roof repairs and $7,500 for new paint and
renovations to the locker rooms within the community center building.
Occupancy at Park of the Four Seasons has continued to increase over the past
five quarters as the housing market in the northern suburbs of Minneapolis/St.
Paul regain strength. According to manufactured home dealers in the area, home
sales are up more than 20.0% and are expected to remain strong through 1995.
Management is currently offering marketing incentives to home dealers for new
resident referrals and rent discounts for new residents moving into the
community during the next few months.
MANAGEMENT EXPENSES
Net partnership management expenses paid during the quarter amounted to
$89,635. Gross expenses of $94,068 (data processing, accounting, interest and
legal expenses, office supplies and wages to employees of the Partnership) were
partially offset by income of $4,433 generated by interest on the Partnership's
reserves and transfer fees. The figures for last year's first quarter were
$61,261, $63,185 and $1,924, respectively. The increase in management expenses
over the same period in 1994 was the result of interest expense associated with
the $200,000 credit line with Comerica Bank and higher legal expenses.
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<PAGE> 12
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 March 31, 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: May 15, 1995
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<PAGE> 13
EXHIBIT INDEX
Exhibit No. Description Page
- - ----------- ----------- ----
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<EXCHANGE-RATE> 1
<CASH> 724315
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1131102
<PP&E> 27781048
<DEPRECIATION> 6622368
<TOTAL-ASSETS> 22289782
<CURRENT-LIABILITIES> 1312546
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 20977236
<TOTAL-LIABILITY-AND-EQUITY> 22289782
<SALES> 0
<TOTAL-REVENUES> 1875433
<CGS> 0
<TOTAL-COSTS> 897505
<OTHER-EXPENSES> 192102
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 785826
<INCOME-TAX> 0
<INCOME-CONTINUING> 785826
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 785826
<EPS-PRIMARY> 18
<EPS-DILUTED> 25<F1>
<FN>
<F1>EPS Primary - In this Real Estate Limited Partnership 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>
