<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 June 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
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<S> <C>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 3
Balance Sheets
June 30, 1995 (Unaudited) and
December 31, 1994 3
Statements of Income
Six months ended June 30, 1995
and 1994 and Three months ended
June 30, 1995 and 1994 (Unaudited) 4
Statements of Cash Flows
Six months ended June 30, 1995
and 1994 (Unaudited) 5
Notes to Financial Statements
June 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 June 30, 1995 December 31, 1994
-------------- -------------------
(Unaudited)
<S> <C> <C>
Properties:
Land $5,280,000 $5,280,000
Buildings And Improvements 22,077,348 22,033,371
Manufactured Homes 94,337 98,320
Furniture And Fixtures 368,397 343,336
-------------- -----------------
27,820,082 27,755,027
Less Accumulated Depreciation 6,814,471 6,430,266
-------------- -----------------
21,005,611 21,324,761
Cash And Cash Equivalents 265,439 373,168
Other Assets 379,937 415,849
-------------- -----------------
Total Assets $21,650,987 $22,113,778
============== =================
<CAPTION>
LIABILITIES June 30, 1995 December 31, 1994
-------------- -----------------
(Unaudited)
<S> <C> <C>
Accounts Payable $117,385 $91,916
Other Liabilities 868,629 1,080,452
-------------- -----------------
Total Liablities $986,014 $1,172,368
============== =================
Partners' Equity
General Partner (595,337) (620,985)
Class A Limited Partners 12,385,535 12,687,620
Class B Limited Partners 8,874,775 8,874,775
-------------- -----------------
Total Partners' Equity 20,664,973 20,941,410
-------------- -----------------
Total Liabilities And
Partners' Equity $21,650,987 $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>
SIX MONTHS ENDED THREE MONTHS ENDED
June 30, 1995 June 30, 1994 June 30, 1995 June 30, 1994
--------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
Income:
Rental Income $3,584,769 $3,485,123 $1,797,315 $1,746,988
Other 172,819 146,072 84,840 69,193
--------------- --------------- -------------- -------------
Total Income $3,757,588 $3,631,195 $1,882,155 $1,816,181
=============== =============== ============== =============
Operating Expenses:
Administrative Expenses
(Including $187,175, $181,041, $93,365 And
$90,730 In Property Management Fees Paid
To An Affliate For The Six and Three
Month Periods Ended June 30, 1995 and
1994, Respectively) 809,518 700,267 417,081 362,030
Property Taxes 399,734 381,693 202,376 190,833
Utilities 236,535 216,196 109,502 104,714
Property Operations 404,033 478,869 223,356 247,117
Depreciation And Amortization 384,205 378,603 192,103 189,302
--------------- --------------- -------------- -------------
Total Operating Expenses $2,234,025 $2,155,628 $1,144,418 $1,093,996
--------------- --------------- -------------- -------------
Net Income $1,523,563 $1,475,567 $737,737 $722,185
=============== =============== ============== =============
Income Per Limited Partnership Unit:
Class A $35.00 $35.00 $17.00 $17.00
Class B $50.00 $50.00 $25.00 $25.00
Distribution Per Limited Partnership Unit
Class A $50.00 $50.00 $25.00 $25.00
Class B $50.00 $50.00 $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>
SIX MONTHS ENDED
June 30, 1995 June 30, 1994
--------------- ---------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) $1,523,563 $1,475,567
Adjustments To Reconcile Net Income
(Loss) To Net Cash Provided By
Operating Activities:
Depreciation 384,205 378,603
(Increase) Decrease In Other Assets From Operations 35,912 (16,732)
Increase (Decrease) In Accounts Payables 25,469 (46,231)
Increase (Decrease) Other Liabilities From Operations (211,823) 226,207
--------------- ---------------
Total Adjustments 233,763 541,847
--------------- ---------------
Net Cash Provided By (Used In)
Operating Activities 1,757,326 2,017,414
--------------- ---------------
Cash Flows From Investing Activities:
Capital Expenditures (65,055) 4,995
--------------- ---------------
Net Cash Provided By (Used In)
Investing Activities (65,055) 4,995
--------------- ---------------
Cash Flows From Financing Activities:
Distributions To Partners (1,800,000) (1,700,000)
--------------- ---------------
Net Cash Provided By (Used In)
Financing Activities (1,800,000) (1,700,000)
--------------- ---------------
Increase (Decrease) In Cash (107,729) 322,409
Cash, Beginning 373,168 399,009
--------------- ---------------
Cash, Ending $265,439 $721,418
=============== ===============
</TABLE>
See Notes to Financial Statements
5
<PAGE> 6
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1995 (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Presentation:
The balance sheet as of June 30, 1995, the related statements of income and
statements of cash flow for the periods ended June 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>
SIX MONTHS ENDED THREE MONTHS ENDED
June 30, 1995 June 30, 1994 June 30, 1995 June 30, 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Property management fee
to Uniprop, Inc.: $187,175 $181,041 $93,395 $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 June 30, 1995, the
outstanding balance on the line of credit was approximately $93,445.
During the quarters ended June 30, 1995 and 1994, cash generated by operations
was $929,840 and $911,487, 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 June 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 June 30, 1995, the
Partnership added $79,840 to reserves. During the same quarter in 1994, the
Partnership added $61,487 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 Partnership's four properties
enjoyed a combined average occupancy of 94.8% (1,729/1,824 sites) at the end of
June 1995, versus 95.2% a year ago. The average monthly rent in June 1995 was
approximately $359, 2.6% more than the $350 monthly rent in June 1994.
<TABLE>
<CAPTION>
Total Occupied Occupancy Average
Capacity Sites Rate Rent
<S> <C> <C> <C> <C>
Aztec Estates 645 624 96.7% $395
Kings Manor 314 306 97.5 372
Old Dutch Farms 293 283 96.6 365
Park of Four Seasons 572 516 90.2 309
--- --- ---- ----
Total on 6/30/95: 1,824 1,729 94.8% $359
Total on 6/30/94: 1,824 1,736 95.2% $350
</TABLE>
During the second quarter of 1995, the Partnership generated gross revenues of
$1,882,155, 3.6% more than the $1,816,181 generated in the second quarter of
1994. The net operating income before other non-recurring expenses generated
by the Partnership was $994,621, 52.8% of total revenues, versus $988,684,
54.4% during the same period in 1994. For the quarter, cash flow was $929,840,
versus $911,487 reported in 1994.
-8-
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<TABLE>
<CAPTION>
Gross Net Operating
Revenues Income
<S> <C> <C>
Aztec Estates $ 756,932 $ 445,840
Kings Manor 341,646 208,582
Old Dutch Farms 303,391 189,377
Park of the Four Seasons 477,515 269,562
Partnership Management: 2,671 (118,740)
Other Non-Recurring Expenses: (64,781)
------------ -----------
Total on 6/30/95: $1,882,155 $ 929,840
Total on 6/30/94: $1,816,181 $ 911,487
---------- ----------
</TABLE>
The communities operating expenses for the second 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 June 30, 1995 of
96.7% (624/645 sites), versus 98.6% as of June 30, 1994. The average rent in
the community as of June 30, 1995 was $395, versus $385, an increase of 2.6%
from the same period in 1994. For the quarter, the net operating income was
$445,840, 12.7% more than the $395,734 earned in the same period of 1994.
Improvement and maintenance actions undertaken during the quarter were limited
to upgrading old electrical pedestals throughout the community and budgeted
capital improvements for the community. During the quarter, new carpet was
placed throughout the community center building and repairs were made to the
bridge at the entrance of the community.
New marketing programs offering both new and pre-owned homes for sale within
the community have been very successful during the first and second quarters of
1995. Management reported selling four new model homes and 22 pre-owned homes
during the first six months of 1995. Management attributes the strong sales
activity to increased newspaper advertising and the new "model home" sales
program.
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<PAGE> 10
Management has also started to acquire older homes within the community for the
purpose of removing and replacing them with new, larger, multi-section homes.
This replacement program has proven very effective in maintaining the over-all
appearance of the community.
KINGS MANOR, in Fort Lauderdale, Florida, reported an occupancy of 97.5%
(306/314 sites) on June 30, 1995, versus 99.4% as of June 30, 1994. The
average rent in the community as of June 30, 1995 was $372, versus $355, an
increase of 4.8% from the same period in 1994. For the quarter, the net
operating income was $208,582, 2.1% more than the $204,279 for the same period
in 1994.
Improvement and maintenance actions undertaken during the quarter consisted of
replacing the irrigation motor and pump in the canal, upgrading the community
mailboxes, and installing new floor tiles in the community center building.
Also, during the second quarter, the community purchased new ladders for the
pool and rewired old junction boxes for street lights throughout the community.
As part of management's "rapid action plan", new plants and flowers were placed
in the community's common areas and around the office. New playgound equipment
has been purchased and should be installed by late summer.
The economy in Ft. Lauderdale is strong. According to the Ft. Lauderdale
Economic Development Council, during the past year approximately 33,000 new
residents moved into the area and unemployment has decreased from 5.8% reported
in 1994 to 4.4% reported in 1995. In addition, with the average price of site
built homes costing approximately $137,000 and apartment rents running
approximately $875 for a two bedroom apartment, there is becoming an ever
increasing demand for affordable housing. Management believes that due to this
increased demand for affordable housing in the Ft. Lauderdale area and the
ideal location of Kings Manor, occupancy should stabilize at 98.0% by late
1995. To ensure reaching our stabilized occupancy goals, management will
continue to offer cash incentives to local home dealers and rent incentives to
new residents.
OLD DUTCH FARMS, in Novi, Michigan, reported an occupancy of 96.6% (283/293
sites) on June 30, 1995, the same as reported as of June 30, 1994. The average
rent in the community as of June 30, 1995 was $365, versus $350, an increase of
4.3% from the same period in 1994. For the quarter, the net operating income
was $189,377, a slight increase from the $187,312 reported for the same period
in 1994.
Improvement and maintenance actions undertaken during the quarter were limited
to the resurfacing of residents' driveways and replacing broken concrete
curbing. Management has purchased approximately $11,000 of new playgound
equipment, which should be installed in the community by late summer. Also
budgeted for 1995 is the purchase of a new office computer. Management
anticipates having all four of the Partnership's communities on-line with the
corporate computer system by November.
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<PAGE> 11
The housing market in Novi and the surrounding western suburbs remains very
strong. Due to the presence of good schools and an abundance of high quality
retail shopping centers and commercial office complexes in the area, Novi has
been attracting a large number of high and middle income families. In fact,
less that two miles from Old Dutch Farms are $250,000 to $300,000 new,
single-family, residential homes. As a result of all the positive residential
growth in Novi, Old Dutch Farms has become one of the only quality, affordable
housing alternatives in the market.
PARK OF THE FOUR SEASONS, in Blaine, Minnesota, reported an occupancy of 90.2%
(516/572 sites) on June 30, 1995, versus 88.3% as of June 30, 1994. The
average rent in the community as of June 30, 1995 was $309, versus $303
reported in June 1994. For the quarter, the net operating income was $269,562,
4.0% more than the $259,215 for the same period in 1994.
Improvement and maintenance actions undertaken during the quarter focused on
repainting and installing a new roof on the community center building.
Management is currently scheduling the installation of new concrete walkways
throughout the community. Management plans to begin pouring the sidewalks
immediately and anticipates the work to be completed by late summer 1995.
According to the Anoka County Chamber of Commerce, the economy in Blaine,
Minnesota is strong. The unemployment rate has decreased from 4.9% reported in
1994 to 3.2% reported in 1995. Business growth in the area also continues to
be good. According to the Minnesota Department of Jobs and Training,
statistics indicate job growth will increase approximately 31% by the year
2000.
Management continues to offer marketing incentives to home dealers and rent
incentives to new residents. As a result, occupancy has steadily increased
over the past year. Occupancy has increased 11 homesites from June 1994 to
June 1995. Management anticipates that with the strong economy and successful
marketing programs, occupancy will continue to increase in the coming quarters.
MANAGEMENT EXPENSES
Net partnership management expenses paid during the quarter amounted to
$118,740. Gross expenses of $121,411 (data processing, accounting, interest
and legal expenses, office supplies and wages to employees of the Partnership)
were partially offset by income of $2,671 generated by interest on the
Partnership's reserves and transfer fees. The figures for last year's second
quarter were $57,856, $63,168 and $5,312, respectively. The increase in
management expenses over the same period in 1994 was the result of interest
expense associated with the $400,000 credit line 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 June 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: August 15, 1995
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<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit.
No. Description Page
-------- ----------- ----
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
<CASH> 265439
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 645376
<PP&E> 27820082
<DEPRECIATION> 6814471
<TOTAL-ASSETS> 21650987
<CURRENT-LIABILITIES> 986014
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 20664973
<TOTAL-LIABILITY-AND-EQUITY> 21650987
<SALES> 0
<TOTAL-REVENUES> 3757588
<CGS> 0
<TOTAL-COSTS> 1849820
<OTHER-EXPENSES> 384205
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1523563
<INCOME-TAX> 0
<INCOME-CONTINUING> 1523563
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1523563
<EPS-PRIMARY> 35<F1>
<EPS-DILUTED> 50
<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>
