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Previous: SIZELER PROPERTY INVESTORS INC, 10-Q, 1999-08-12 |
Next: GENERAL AMERICAN LIFE INSURANCE CO SEPARATE ACCOUNT ELEVEN, 497, 1999-08-12 |
<PAGE> 1
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 Quarterly Period Ended June 30, 1999 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 38-2702802
(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)
(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 [ ]
<PAGE> 2
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
INDEX
Page
----
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets
June 30, 1999 (Unaudited) and
December 31, 1998 3
Statements of Income
Six months ended June 30, 1999
and 1998 and Three months ended
June 30, 1999 and 1998 (Unaudited) 4
Statements of Cash Flows
Six months ended June 30, 1999
and 1998 (Unaudited) 5
Notes to Financial Statements
June 30, 1999 (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 10
-2-
<PAGE> 3
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
(UNAUDITED)
<S> <C> <C>
Properties: $11,644,103 $11,644,103
Land 49,597,570 49,421,935
Buildings And Improvements 446,733 400,872
Furniture And Fixtures 2,216,455 2,100,666
Manufactured Homes ----------- -----------
63,904,861 63,567,576
19,729,413 18,819,413
Less Accumulated Depreciation ----------- -----------
44,175,448 44,748,163
2,390,034 2,482,314
Cash And Cash Equivalents 607,800 622,800
Unamortized Finance Costs 1,282,261 981,346
Other Assets ----------- -----------
$48,455,543 $48,834,623
Total Assets ----------- -----------
<CAPTION>
LIABILITIES JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
(UNAUDITED)
<S> <C> <C>
Accounts Payable $ 310,110 $ 322,340
Other Liabilities 1,022,898 876,996
Notes Payable 29,740,839 29,915,975
----------- -----------
Total Liabilities $31,073,847 $31,115,311
Partners' Equity:
General Partner 250,363 242,012
Unit Holders 17,131,333 17,477,300
Total Partners' Equity 17,381,696 17,719,312
----------- -----------
Total Liabilities And
Partners' Equity $48,455,543 $48,834,623
----------- -----------
</TABLE>
See Notes to Financial Statements
3
<PAGE> 4
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
<TABLE>
<CAPTION>
STATEMENTS OF INCOME SIX MONTHS ENDED THREE MONTHS ENDED
(UNAUDITED) JUNE 30, 1999 JUNE 30, 1998 JUNE 30, 1999 JUNE 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Income:
Rental Income $5,945,409 $5,707,802 $2,975,210 $2,856,394
Other 359,557 391,216 131,785 204,163
---------- ---------- ---------- ----------
Total Income $6,304,966 $6,099,018 $3,106,995 $3,060,557
---------- ---------- ---------- ----------
Operating Expenses:
Administrative Expenses
(Including $313,424, $300,757, $156,783 And $150,411
In Property Management Fees Paid
To An Affiliate For The Six and Three Month Periods
Ended June 30, 1999 and 1998
Respectively) 1,562,023 1,718,029 749,953 892,338
Property Taxes 478,482 471,399 239,754 236,136
Utilities 439,727 498,529 183,611 260,393
Property Operations 1,106,514 787,388 639,630 379,374
Depreciation And Amortization 925,000 920,000 462,500 460,000
Interest 958,130 1,340,017 480,455 665,659
---------- ---------- ---------- ----------
Total Operating Expenses $5,469,876 $5,735,362 $2,755,903 $2,893,900
---------- ---------- ---------- ----------
Net Income $ 835,090 $ 363,656 $ 351,092 $ 166,657
---------- ---------- ---------- ----------
Income Per Unit: $ 0.25 $ 0.11 $ 0.11 $ 0.05
Distribution Per Unit: $ 0.36 $ 0.34 $ 0.18 $ 0.17
Weighted Average Number Of Units
Of Beneficial Assignment Of Limited Partnership
Interest Outstanding During The Period Ending
June 30, 1999 And 1998 3,303,387 3,303,387 3,303,387 3,303,387
</TABLE>
See Notes to Financial Statements
4
<PAGE> 5
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1998
------------- -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) $ 835,090 $ 363,656
Adjustments To Reconcile Net Income
(Loss) To Net Cash Provided By
Operating Activities:
Depreciation 910,000 896,000
Amortization 15,000 24,000
(Increase) Decrease In Other Assets From Operations (300,915) 70,307
Increase (Decrease) In Accounts Payables (12,230) 23,368
Increase (Decrease) Other Liabilities From Operations 145,902 (276,036)
----------- -----------
Total Adjustments 757,757 737,639
----------- -----------
Net Cash Provided By (Used In)
Operating Activities 1,592,847 1,101,295
----------- -----------
Cash Flows From Investing Activities:
Capital Expenditures (337,285) (277,263)
Sale of Fixed Assets 0 (20,737)
Payment On Mortgage (175,136) 0
----------- -----------
Net Cash Provided By (Used In)
Investing Activities (512,421) (298,000)
----------- -----------
Cash Flows From Financing Activities:
Distributions To Partners (1,172,706) (1,123,152)
----------- -----------
Net Cash Provided By (Used In)
Financing Activities (1,172,706) (1,123,152)
----------- -----------
Increase (Decrease) In Cash (92,280) (319,857)
Cash, Beginning 2,482,314 1,630,552
----------- -----------
Cash, Ending $ 2,390,034 $ 1,310,695
----------- -----------
</TABLE>
See Notes to Financial Statements
5
<PAGE> 6
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1999 (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Presentation:
The balance sheet as of June 30, 1999, the related statements of income and
statements of cash flow for the periods ended June 30, 1999 and 1998 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, 1999 JUNE 30, 1998 JUNE 30, 1999 JUNE 30, 1998
-------------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
Property management fee
to Uniprop, Inc.: $313,424 $300,757 $156,783 $150,411
</TABLE>
-6-
<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 nine manufactured
home communities. On August 20, 1998, the Partnership refinanced seven of its
nine properties with GMAC Commercial Mortgage Corporation (the "Refinancing").
Liquidity
As a result of the Refinancing, seven of the Partnership's nine properties are
mortgaged. At the time of the Refinancing, the aggregate principal amounts due
under the seven mortgage notes was $30,000,000 and the aggregate fair market
value of the Partnership's mortgaged properties was $66,000,000. 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 more than ten
years and the General Partner may elect to have the Partnership own the
properties for as long as, in the opinion of the General Partner, it is in the
best interest of the Partnership to do so.
Distributable Cash from Operations totaled $813,592 for the quarter ending June
30, 1999. Distributable Cash from Operations is defined to mean net income
computed in accordance with generally accepted accounting principals ("GAAP"),
plus real estate related depreciation and amortization. Distributable Cash from
Operations does not represent cash generated from operating activities in
accordance with GAAP and is not necessarily indicative of cash available to fund
cash needs. Distributable Cash from Operations should not be considered as an
alternative to net income as the primary indicator of the Partnership's
operating performance or as an alternative to cash flow as a measure of
liquidity. From Distributable Cash from Operations, the General Partner has
decided to distribute $611,127, or 4.3%, on an annualized basis, to the Unit
Holders. 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.
While the Partnership is not required to maintain a working capital reserve, the
Partnership has not distributed all the Distributable Cash from Operations in
order to build reserves. For the quarter ended June 30, 1999, the Partnership
added $202,466 to cash reserves. During the same quarter in 1998, the
Partnership added $65,081 to cash reserves. The level of cash reserves
maintained is at the discretion of the General Partner.
-7-
<PAGE> 8
Results of Operations
Overall, as illustrated in the following table, the Partnership's nine
properties reported a combined occupancy of 93.8%, (3,122/3,330 sites), versus
93.2% (3,104/3,330) for June 1998. The average monthly homesite rent as of June
30, 1999 was approximately $353, versus $342, an increase of 3.2% from June
1998.
<TABLE>
<CAPTION>
TOTAL OCCUPIED OCCUPANCY AVERAGE
CAPACITY SITES RATE RENT
<S> <C> <C> <C> <C>
Ardmor Village 339 329 97.1% $ 325
Camelot Manor 335 323 96.4 324
Country Roads 312 295 94.6 253
Dutch Hills 278 269 96.8 327
El Adobe 371 355 96.7 404
Paradise Village 611 510 83.1 291
Stonegate Manor 308 301 97.7 332
Sunshine Village 356 334 93.8 434
West Valley 420 406 96.4 450
----- ----- ----- -----
Total on 6/30/99 3,330 3,122 93.8% $ 353
Total on 6/30/98: 3,330 3,104 93.2% $ 342
</TABLE>
-8-
<PAGE> 9
<TABLE>
<CAPTION>
GROSS REVENUES NET OPERATING
INCOME
6/30/99 6/30/98 6/30/99 6/30/98
<S> <C> <C> <C> <C>
Ardmor Village $ 307,662 $ 317,444 $ 176,034 $ 149,879
Camelot Manor 293,915 286,236 129,204 139,658
Country Roads 218,758 212,915 57,668 44,623
Dutch Hills 246,762 237,784 124,115 117,772
El Adobe 431,742 418,692 269,602 261,764
Paradise Village 379,224 345,288 67,239 58,551
Stonegate Manor 288,380 271,971 148,916 119,389
Sunshine Village 366,410 398,266 208,749 245,504
West Valley 559,835 568,359 364,091 371,239
----------- ----------- ----------- -----------
$ 3,092,688 $ 3,056,955 $ 1,545,618 $ 1,508,389
Partnership Management: 14,307 3,602 (59,824) (127,289)
Other Non Recurring expenses: -- -- (191,747) (88,774)
Debt Service: (480,455) (665,659)
Depreciation and Amortization: -- -- (462,500) (460,000)
----------- ----------- ----------- -----------
$ 3,106,995 $ 3,060,557 $ 351,092 $ 166,657
</TABLE>
COMPARISON OF QUARTER ENDED JUNE 30, 1999 TO QUARTER ENDED JUNE 30, 1998
Gross revenues increased $46,438, or 1.5%, to $3,106,995 in 1999, as compared to
$3,060,557 in 1998. The increase was the result of the increase in average
monthly rents and an increase in overall occupancy. (See table on previous
page.)
As described in the Statements of Income, total operating expenses decreased
$137,997, or 4.8%, to $2,755,903 in 1999, as compared to $2,893,900 in 1998. The
decrease is the result of lower administrative expenses, lower utility expenses
and lower debt service payments.
As a result of the foregoing factors, net income increased to $351,092 for the
quarter ended June 30, 1999 from $166,657 for the quarter ended June 30, 1998.
-9-
<PAGE> 10
MANAGEMENT EXPENSES
Net Partnership management expenses for the quarter amounted to $59,824.
Expenses of $74,131 (data processing, accounting and legal expenses, appraisals
and wages to employees of the Partnership) were offset by gross income of
$14,307, generated by interest on the Partnership's reserves and transfer fees.
The equivalent figures for the second quarter of 1998 were $127,289, $130,891
and $3,602, 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 June 30, 1999.
-10-
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities 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 II, a Michigan Limited Partnership
BY: Genesis Associates Limited Partnership,
General Partner
BY: Uniprop, Inc.,
its Managing General Partner
By: /s/ Paul M. Zlotoff
---------------------------------------------
Paul M. Zlotoff, President
By: /s/ Gloria A. Koster
----------------------------------------------
Gloria A. Koster, Principal Financial Officer
Dated: August 12, 1999
-11-
<PAGE> 12
EXHIBIT INDEX
Exhibit
No. Description Page
- ------- ------------ --------
27 Financial Data Schedule
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,390,034
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,280,095
<PP&E> 63,904,861
<DEPRECIATION> 19,729,413
<TOTAL-ASSETS> 48,455,543
<CURRENT-LIABILITIES> 1,333,008
<BONDS> 29,740,839
0
0
<COMMON> 0
<OTHER-SE> 17,381,696
<TOTAL-LIABILITY-AND-EQUITY> 48,455,543
<SALES> 0
<TOTAL-REVENUES> 6,304,966
<CGS> 0
<TOTAL-COSTS> 3,586,746
<OTHER-EXPENSES> 910,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 973,130
<INCOME-PRETAX> 835,090
<INCOME-TAX> 0
<INCOME-CONTINUING> 835,090
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 835,090
<EPS-BASIC> .25 <F1>
<EPS-DILUTED> 0
<FN>
<F1> In this RELP the earnings per share indicate income
per LP unit.
</FN>
</TABLE>
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