Uniprop Manufactured Housing Communities Income Fund Ii 10-Q 13 Nov 18 2018 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2018shares
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Registrant Name	UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II /MI/
Entity Central Index Key	805,993
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	3,303,387
Entity Emerging Growth Company	false
Entity Small Business	true

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Properties:
Land	$ 0	$ 2,378,711
Buildings And Improvements	0	10,945,634
Furniture And Equipment	0	93,805
Manufactured Homes and Improvements	0	2,322,344
Real Estate Investment Property, at Cost	0	15,740,494
Less Accumulated Depreciation	0	(10,727,875)
Net Property and Equipment	0	5,012,619
Cash And Cash Equivalents	8,470,671	6,618,956
Other Assets	0	193,126
Total Assets	8,470,671	11,824,701
LIABILITIES & PARTNERS' EQUITY
Accounts Payable	1,408	34,196
Other Liabilities	0	118,615
Notes Payable - net of deferred finance costs	0	11,192,547
Total Liabilities	1,408	11,345,358
Partners' Equity:
General Partner	1,191,070	842,936
Unit Holders	7,278,193	(363,593)
Total Partners' Equity	8,469,263	479,343
Total Liabilities And Partners' Equity	$ 8,470,671	$ 11,824,701

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income:
Revenue from Contract with Customer, Including Assessed Tax	$ 40,266	$ 3,252	$ 79,384	$ 10,017
Operating Expenses:
Administrative Expenses (Including $187,800, $191,727, $60,774 and $64,783, in Property Management Fees Paid to an Affiliate for the Nine and Three Month Period Ended September 30, 2018 and 2017, respectively)	160,696	108,174	604,540	452,924
Total Operating Expenses	160,696	108,174	604,540	452,924
Loss from Continuing Operations	(120,430)	(104,922)	(525,156)	(442,907)
Income from Discontinued Operations	34,860,822	319,505	35,338,577	875,944
Net Income (Loss)	$ 34,740,392	$ 214,583	$ 34,813,421	$ 433,037
Income (Loss) Per Unit:
Continuing Operations	$ (0.04)	$ (0.03)	$ (0.16)	$ (0.13)
Discontinued Operations	10.55	0.10	10.70	0.27
Total Income (Loss) Per Unit	10.51	0.07	10.54	0.14
Distribution Per Unit:	$ 8.04	$ 0.04	$ 8.12	$ 0.12
Weighted Average Number Of Units Of Beneficial Assignment Of Limited Partnership Interest Outstanding During The Nine and Three Month Period Ended September 30, 2018 and 2017.	3,303,387	3,303,387	3,303,387	3,303,387
Other [Member]
Income:
Revenue from Contract with Customer, Including Assessed Tax	$ 40,266	$ 3,252	$ 79,384	$ 10,017

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Asset Management Costs	$ 60,774	$ 64,783	$ 187,800	$ 191,727

STATEMENT OF PARTNERS' EQUITY

STATEMENT OF PARTNERS' EQUITY - 9 months ended Sep. 30, 2018 - USD ($)	Total	General Partner [Member]	Unit Holders [Member]
Balance at Dec. 31, 2017	$ 479,343	$ 842,936	$ (363,593)
Distributions	(26,823,501)	0	(26,823,501)
Net Income	34,813,421	348,134	34,465,287
Balance at Sep. 30, 2018	$ 8,469,263	$ 1,191,070	$ 7,278,193

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows From Operating Activities:
Net Income	$ 34,813,421	$ 433,037
Adjustments To Reconcile Net Income To Net Cash Provided By Operating Activities:
Depreciation	0	360,757
Amortization of Financing Costs	240,412	49,889
Gain on Sale of Discontinued Operations	(36,761,104)	0
Decrease (Increase) In Other Assets	63,078	(77,085)
(Decrease) Increase In Accounts Payable	(32,788)	67,978
(Decrease) Increase In Other Liabilities	(118,615)	191,933
Total Adjustments	(36,609,017)	593,472
Net Cash Provided By (Used In) Operating Activities	(1,795,596)	1,026,509
Cash Flows Provided By (Used) In Investing Activities:
Proceeds from Sale of Discontinued Operations	42,095,095	0
Investment in Manufactured Homes and Improvements	(312,135)	(661,886)
Purchase of Property and Equipment	(9,237)	0
Net Cash Provided By (Used In) Investing Activities	41,773,723	(661,886)
Cash Flows Used In Financing Activities:
Distributions To Unit Holders	(26,823,502)	(396,406)
Payments On Notes Payable	(11,432,959)	(334,650)
Net Cash Used In Financing Activities	(38,256,461)	(731,056)
Increase (Decrease) In Cash	1,721,666	(366,433)
Cash and Restricted Cash, Beginning	6,749,005	7,754,180
Cash and Restricted Cash, Ending	$ 8,470,671	$ 7,387,747

Basis of Presentation and Accou

Basis of Presentation and Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies [Text Block]	1. Basis of Presentation and Accounting Policies: The accompanying unaudited 2018 financial statements of Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited Partnership (the “Partnership”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or for any other interim period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership’s Form 10-K for the year ended December 31, 2017. The carrying amounts of cash and accounts payable approximate their fair values due to their short-term nature.

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]	2. Discontinued Operations: As described in the Form 8-K dated January 17, 2017, a special meeting of the unit holders and the limited partners of the Fund was held on January 17, 2017. At the special meeting, the unit holders and limited partners voted on the proposed plan of dissolution of the Partnership. At the special meeting, 2,066,861 units were represented either in person or by proxy, which represented 62.568% of the units outstanding and entitled to vote. The votes cast regarding the proposed plan of dissolution were as follows: 1,988,742 For; 61,220 Against; and 16,899 Abstain. The affirmative vote represented a majority in interest outstanding as of the record date of the unit holders and limited partners, as a group. Accordingly, the plan of dissolution was approved, which is consistent with the provisions of the Partnership Agreement. A specific course of action to implement the approved plan of dissolution by The Board of Directors was established, resulting in the sale of the Sunshine Village and West Valley properties. As described in the Form 8-K dated November 2, 2017, the Partnership closed on the sale of Sunshine Village for a sale price of $33,000,000 less closing costs resulting in proceeds in the amount of $32,957,625 and the gain on the sale was approximately $29,580,000. The mortgage payable outstanding related to this property of $6,124,075 and defeasance premium of $961,521, totaling $7,085,596, was paid in full at the time of closing. The Partnership also wrote off $134,947 of unamortized deferred financing costs related to the mortgage note in connection with this transaction. The net proceeds resulting from the sale and defeasance of the mortgage note were approximately $25,448,000. As described in the Form 8-K dated August 29, 2018 the Partnership closed on the sale of West Valley for a sale price of $43,471,000 less closing costs resulting in proceeds in the amount of $42,095,095 and the gain on the approximately $36,761,000. The mortgage payable outstanding related to this property of $11,228,225 and defeasance premium of $1,197,745, totaling $12,425,970, was paid in full at the time of closing. The Partnership also wrote off $212,129 of unamortized deferred financing costs related to the mortgage note in connection with this transaction. The net proceeds resulting from the sale and defeasance of the mortgage note were approximately $30,756,000. The following is a summary of results of operations of the properties classified as discontinued operations for the nine month periods ended September 30, 2018 and 2017: Total Revenue was $2,100,268, Total Operating Expenses were $3,522,795 and the Gain on Sale was $ 36,761,104 The following is a summary of results of operations of the properties classified as discontinued operations for the three month periods ended September 30, 2018 and 2017: Total Revenue was $657,824 and Total Operating Expenses were $2,558,106 for the period ended September 30, 2018. For the same period in 2017, Total Revenue was $1,299,033 and Total Operating Expenses were $979,528. Total Cash Flows Activities of the property classified as discontinued operations for the period ended September 30, 2018 were $1,620,439 Flows Provided by Operating Activities of the properties classified as discontinued operations for the period ended September 30, 2017 were $1,469,415. In addition, Total Cash Flows Provided by Investing Activities of the property classified as discontinued operations for the period ended September 30, 2018 were $41,773,723 and Total Cash Flows Used in Investing Activities of the properties classified as discontinued operations for the period ended September 30, 2017 were $661,886.

Recently Adopted Accounting Pro

Recently Adopted Accounting Pronouncement	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]	3. Recently Adopted Accounting Pronouncement In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will supersede the current revenue recognition requirements in Topic 605, Revenue Recognition. The ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company has adopted ASC Topic 606 effective January 1, 2018 using the modified retrospective method. The Company has concluded that the adoption of the ASC Topic 606 in fiscal 2018 has no significant impact on the Company’s financial condition or results of operations. The majority of the Company’s revenue was historically earned based on or is related to tenant lease agreements, which is outside the scope of Topic 606 revenue earned that would not be related to leases would primarily be attributable to the sales of manufactured homes. During the quarter ended September 30, 2018 and for the year ending December 31, 2017, there were no sales of manufactured homes. There was no impact to the Company’s financial position, results of operations, or cash flows as a result of the adoption. As discussed above, following the sale of the West Valley community in August, 2018, the Fund expects to have insignificant revenue until such time as the Fund liquidates. In November 2016, the FASB issued ASU 2016-18 "Statement of Cash Flows (Topic 230): Restricted Cash." This update requires inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company has adopted the provisions of Topic 230 effective January 1, 2018. As of September 30, 2018, the Fund has no restricted cash, therefore the impact of adopting this standard did not impact amounts presented as cash as of that date. The impact of adopting this standard increased the amounts presented as cash in the statement of cash flows by $858,631 as of September 30, 2017, which are the amounts required to be set aside by the mortgagor related to required escrow reserves per the terms of the mortgage. As of December 31, 2017, the restricted cash amounts are reflected in other assets.

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events [Text Block]	4. Subsequent Event As described in the Form 8-K dated November 5, 2018, the Partnership has completed the disposition of its final property, and is in the second phase of its Plan of Dissolution. In addition, the Partnership has filed a Certificate of Cancellation with the State of Michigan and is now in the process of winding up its affairs. Liquidation of the Partnership’s remaining assets will be conducted by the General Partner in accordance with the provisions of the Plan of Dissolution, the Partnership Agreement and Article 8 of the Michigan Revised Uniform Limited Partnership Act.

Discontinued Operations (Detail

Discontinued Operations (Details Textual) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 29, 2018	Nov. 02, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Jan. 17, 2017
Discontinued Operations And Subsequent Event [Line Items]
Disposal Group Including Discontinued Operation Unamortized Deferred Financing Costs Write Off	$ 212,129
Proceeds from Sale of Property, Plant, and Equipment	42,095,095				$ 42,095,095	$ 0
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property	36,761,000
Participating Mortgage Loans, Mortgage Obligations, Amount	11,228,225
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent	12,425,970	$ 7,085,596
Dissolution of Partnership, Number Units Represented							2,066,861
Dissolution of Partnership, Percentage of Units Represented							62.568%
Defeasance Premium	1,197,745
Disposal Fees Paid	1,087,000
Support For Dissolution [Member]
Discontinued Operations And Subsequent Event [Line Items]
Dissolution of Partnership, Number Units Represented							1,988,742
Against For Dissolution [Member]
Discontinued Operations And Subsequent Event [Line Items]
Dissolution of Partnership, Number Units Represented							61,220
Abstain From Dissolution [Member]
Discontinued Operations And Subsequent Event [Line Items]
Dissolution of Partnership, Number Units Represented							16,899
Discontinued Operations [Member]
Discontinued Operations And Subsequent Event [Line Items]
Disposal Group, Including Discontinued Operation, Revenue			$ 657,824	$ 1,299,033	2,100,268	3,844,842
Disposal Group, Including Discontinued Operation, Operating Expense			$ 2,558,106	$ 979,528	3,522,795	2,968,898
Cash Provided by (Used in) Operating Activities, Discontinued Operations					1,620,439
Cash Provided by (Used in) Investing Activities, Discontinued Operations						1,469,415
Cash Provided by (Used in) Financing Activities, Discontinued Operations					41,773,723	$ 661,886
Disposal Group Including Discontinued Operation Gain on Sale					$ 36,761,104
Sunshine Village Community [Member] | Discontinued Operations [Member]
Discontinued Operations And Subsequent Event [Line Items]
Proceeds from Sales of Business, Affiliate and Productive Assets		32,957,625
Disposal Group Including Discontinued Operation Unamortized Deferred Financing Costs Write Off		134,947
Proceeds from Sale of Property, Plant, and Equipment		33,000,000
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property		29,580,000
Proceeds from Other Debt	30,756,000	25,448,000
Participating Mortgage Loans, Mortgage Obligations, Amount		6,124,075
Defeasance Premium		$ 961,521
Disposal Group, Including Discontinued Operation, Consideration	$ 43,471,000

Recently Adopted Accounting P_2

Recently Adopted Accounting Pronouncement (Details Textual)	9 Months Ended
	Sep. 30, 2017USD ($)
Accounting Standards Update 2016-18 [Member]
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	$ 858,631