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 Quarter Ended March 31, 2006 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) 645-9220
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
units of beneficial assignments 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-Q or any amendment to this
Form 10-Q [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
INDEX
Page
----
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets March 31, 2006 (Unaudited) and
December 31, 2005 3
Statements of Operations Three months ended March 31, 2006
and 2005 (Unaudited) 4
Statement of Partners Equity Three months ended
March 31, 2006 (Unaudited) 4
Statements of Cash Flows Three months ended March 31, 2006
and 2005 (Unaudited) 5
Notes to Financial Statements March 31, 2006 (Unaudited) 6
ITEM 1A. RISK FACTORS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11
ITEM 4. CONTROLS AND PROCEDURES 11
PART II OTHER INFORMATION
ITEM 6. EXHIBITS 11
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS MARCH 31, 2006 DECEMBER 31, 2005
- ------ -------------- -----------------
(UNAUDITED)
Properties:
Land $ 11,666,645 $ 11,666,645
Buildings And Improvements 52,618,458 52,591,224
Furniture And Fixtures 708,625 668,106
------------ ------------
64,993,728 64,925,975
Less Accumulated Depreciation (31,513,368) (31,040,281)
------------ ------------
33,480,360 33,885,694
Cash And Cash Equivalents 216,971 266,128
Unamortized Finance Costs 468,843 474,072
Manufactured Homes and Improvements 1,459,603 1,121,118
Other Assets 1,998,529 2,041,476
------------ ------------
Total Assets $ 37,624,306 $ 37,788,488
------------ ------------
LIABILITIES & PARTNERS' EQUITY MARCH 31, 2006 DECEMBER 31, 2005
- ------------------------------ -------------- -----------------
(UNAUDITED)
Accounts Payable $ 286,020 $ 175,004
Other Liabilities 595,732 559,174
Notes Payable 26,684,255 26,824,354
----------- -----------
Total Liabilities 27,566,007 27,558,532
Partners' Equity:
General Partner 362,944 360,697
Unit Holders 9,695,355 9,869,259
----------- -----------
Total Partners' Equity 10,058,299 10,229,956
----------- -----------
Total Liabilities And Partners' Equity $37,624,306 $37,788,488
----------- -----------
See Notes to Financial Statements
3
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
THREE MONTHS ENDED
-------------------------
MARCH 31, MARCH 31,
STATEMENTS OF OPERATIONS 2006 2005
- ------------------------ ----------- -----------
(unaudited) (unaudited)
Income:
Rental Income $2,462,990 $2,567,737
Home Sale Income 131,296 278,166
Other 350,630 186,137
---------- ----------
Total Income $2,944,916 $3,032,040
---------- ----------
Operating Expenses:
Administrative Expenses
(Including $136,697 and $136,701, in Property Management
Fees Paid to an Affiliate for the Three Month Period Ending
March 31, 2006 and 2005 Respectively) 839,833 833,135
Property Taxes 288,381 275,070
Utilities 202,823 168,728
Property Operations 336,777 377,479
Depreciation And Amortization 473,086 467,657
Interest 431,243 439,533
Home Sale Expense 148,024 290,498
---------- ----------
Total Operating Expenses $2,720,167 $2,852,100
---------- ----------
Net Income $ 224,749 $ 179,940
---------- ----------
Income Per Unit: 0.07 0.05
Distribution Per Unit: 0.12 0.23
Weighted Average Number Of Units
Of Beneficial Assignment Of Limited Partnership Interest
Outstanding During The Period Ending March 31, 2006 and 2005 3,303,387 3,303,387
STATEMENT OF PARTNERS' EQUITY (Unaudited) General Partner Unit Holders Total
- ----------------------------------------- --------------- ------------ ------------
Balance, December 31, 2005 $360,697 $9,869,259 $10,229,956
Distributions (396,406) (396,406)
Net Income 2,247 222,502 $ 224,749
-------- ---------- -----------
Balance as of March 31, 2006 $362,944 $9,695,355 $10,058,299
======== ========== ===========
See Notes to Financial Statements
4
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
THREE MONTHS ENDED
-------------------------------
STATEMENTS OF CASH FLOWS MARCH 31, 2006 MARCH 31, 2005
- ------------------------ -------------- --------------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net Income $ 224,749 $ 179,940
--------- ----------
Adjustments To Reconcile Net Income
To Net Cash Provided By
Operating Activities:
Depreciation 473,086 467,657
Amortization 5,229 5,229
Increase in Manufactured Homes and Improvements (338,485) (325,705)
Decrease In Other Assets 42,947 217,492
Increase (Decrease) In Accounts Payables 111,017 (139,999)
Increase In Other Liabilities 36,558 20,689
--------- ----------
Total Adjustments 330,352 245,363
--------- ----------
Net Cash Provided By
Operating Activities 555,101 425,303
--------- ----------
Cash Flows Used In Investing Activities:
Capital Expenditures (67,753) (104,939)
--------- ----------
Cash Flows From Financing Activities:
Distributions To Partners (396,406) (759,779)
Payment On Mortgage (140,099) (131,839)
--------- ----------
Net Cash Used In
Financing Activities (536,505) (891,618)
--------- ----------
Decrease In Cash and Equivalents (49,157) (571,254)
Cash and Equivalents, Beginning 266,128 2,017,513
--------- ----------
Cash and Equivalents, Ending $ 216,971 $1,446,259
--------- ----------
See Notes to Financial Statements
5
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 2006 (Unaudited)
1. BASIS OF PRESENTATION:
The accompanying unaudited 2006 financial statements 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 footnotes
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, 2005 has been derived from the
audited financial statements at that date. Operating results for the three
months ended March 31, 2006 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2006, 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, 2005.
ITEM 1A. RISK FACTORS
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
The following risks and uncertainties could cause our business, financial
condition or results of operations to be materially adversely affected. In that
case, we might not be able to pay distributions on our Units, the net asset
values of the Units could decline, and a Unit holder might lose all or a portion
of its investment.
1. REAL ESTATE INVESTMENTS. The Partnership's investments are subject to
the same risks generally incident to the ownership of real estate
including: the uncertainty of cash flow to meet fixed or variable
obligations, adverse changes in economic conditions, changes in the
investment climate for real estate, adverse changes in local market
conditions, changes in interest rates and the availability of mortgage
funds or chattel financing, changes in real estate tax rates,
governmental rules and regulations, acts of God and the inability to
attract or retain residential tenants.
Residential real estate, including manufactured housing communities,
is subject to adverse housing pattern changes and uses, vandalism,
rent controls, rising operating costs and adverse changes in local
market conditions such as a decrease in demand for residential housing
due to a decrease in employment. State governments also often regulate
the relationship between manufactured housing community owners and
residents.
2. THE GENERAL PARTNER AND ITS AFFILIATES HAVE CONFLICTS OF INTEREST.
Although the General Partner has a fiduciary duty to manage the
Partnership in a manner beneficial to the Unit holders, the directors
and officers of the General Partner have a fiduciary duty to manage
the General Partner in a manner beneficial to its owners. Furthermore,
certain directors and
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officers of the General Partner are directors or officers of
affiliates of the General Partner. Conflicts of interest may arise
between the General Partner and its affiliates and the Unit holders.
As a result of these conflicts, the General Partner may favor its own
interests and the interests of its affiliates over the interests of
the Unit holders.
3. RELIANCE ON GENERAL PARTNER'S DIRECTION AND MANAGEMENT OF THE
PROPERTIES. The success of the Partnership will, to a large extent,
depend on the quality of the management of the Properties by the
General Partner and affiliates of the General Partner and their
collective judgment with respect to the operation, financing and
disposition of the Properties. To the extent that the General Partner
and its affiliates are unable to hire and retain quality management
talent, the Partnership's financial results and operations may be
adversely affected.
4. FEDERAL INCOME TAX RISKS. Federal income tax considerations will
affect materially the economic consequences of an investment in the
Properties. The tax consequences of the Partnership's activities are
complex and subject to many uncertainties. Changes in the federal
income tax laws or regulations may adversely affect the Partnership's
financial results and its ability to make distributions to the Unit
holders. Additionally, the tax benefits enjoyed by the Unit holders
may be reduced or eliminated.
5. LIMITED LIQUIDITY OF THE UNITS. The transfer of Units is subject to
certain limitations. The public market for such Units is limited. Unit
Holders may not be able to liquidate their investment promptly or at
favorable prices, if at all.
6. COMPETITION. The business of owning and operating residential
manufactured housing communities is highly competitive. The
Partnership competes with a number of established communities having
greater financial resources. Moreover, there has been a trend for
manufactured housing community residents to purchase home sites either
collectively or individually. Finally, the popularity and
affordability of site built homes has also increased in recent years
while the availability of chattel financing has decreased. These
trends have resulted in increased competition for tenants to occupy
the Partnership properties.
7. MANAGEMENT AND CONTROL OF PARTNERSHIP AFFAIRS. The General Partner is
vested with full authority as to the general management and
supervision of the business affairs of the Partnership. The Unit
Holders do not have the right to participate in the management of the
Partnership or its operations. However, the vote of Unit Holders
holding more than 50% of the outstanding interests is required to: (a)
amend the Partnership Agreement; (b) approve or disprove the sale in
one, or a series of, transactions of all or substantially all of the
assets of the Partnership; (c) dissolve the Partnership; (d) remove
the General Partner; or (e) approve certain actions by the General
Partner that the Consultant recommends against.
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8. UNINSURED LOSSES. The Partnership carries comprehensive insurance,
including liability, fire and extended coverage, and rent loss
insurance which is customarily obtained for real estate projects.
There are certain types of losses, however, that may be uninsurable or
not economically insurable such as certain damage caused by a
hurricane. If such losses were to be incurred, the financial position
and operations of the Partnership as well as the Partnership's ability
to make distributions would be adversely affected.
9. ENVIRONMENTAL MATTERS. Because the Partnership deals with real estate,
it is subject to various federal, state and local environmental laws,
rules and regulations. Changes in such laws, rules and regulations may
cause the Partnership to incur increased costs of compliance which may
have a material adverse effect on the operations of the Partnership
and its ability to make distributions to Unit holders.
10. NO GUARANTEE OF DISTRIBUTIONS. The General Partner may withhold cash
for extended periods of time if such cash is necessary to build cash
reserves or for the conduct of the Partnership's business. A Unit
holder will be required to pay federal income taxes, and, in some
cases, state and local income taxes on the Unit holder's share of the
Partnership's taxable income, whether or not cash distributions are
made by the Partnership. A Unit holder may not receive cash
distributions from the Partnership equal to the holder's share of
taxable income or even equal to the tax liability that results from
the Unit holder's share of the Partnership's taxable income.
11. THE PARTNERSHIP MAY NOT BE ABLE TO GENERATE SUFFICIENT WORKING CAPITAL
TO FUND ITS OPERATIONS. There can be no assurance that the Partnership
will generate sufficient working capital from operations to operate
the business or to fund distributions. Further, there can be no
assurance that the Partnership will be able to borrow additional funds
on terms favorable to the Partnership, if at all, to meet
unanticipated working capital needs or to make distributions to the
Unit holders.
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 amount 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.
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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 for more than
ten years. 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.
The General Partner has decided to distribute $396,406, or $.12 per unit, to the
unit holders for the first quarter ended March 31, 2006. The General Partner
will continue to monitor cash flow generated by the Partnership's nine
properties during the coming quarters. If cash flow generated is greater or
lesser 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.
As of March 31, 2006, the Partnership's cash balance amounted to $216,971. The
level of cash balance maintained is at the discretion of the General Partner.
The Partnership holds a line of credit with National City Bank for $1,500,000.
Interest on this note is accrued at a variable rate of 1.80% in excess of One
Month LIBOR. This line of credit was established to meet any short term or
seasonal cash flow needs. There is no outstanding balance as of March 31, 2006.
Results of Operations
Overall, as illustrated in the following table, the Partnership's nine
properties reported combined occupancy of 62% at the end of March 2006, versus
66% for March 2005. The average monthly homesite rent as of March 31, 2006 was
approximately $412, versus $405 from March 2005.
TOTAL OCCUPIED OCCUPANCY AVERAGE*
CAPACITY SITES RATE RENT
-------- -------- --------- --------
Ardmor Village 339 225 66% $433
Camelot Manor 335 167 50% 378
Country Roads 312 160 51% 286
Dutch Hills 278 173 62% 386
El Adobe 367 223 61% 447
Paradise Village 614 281 46% 343
Stonegate Manor 308 168 55% 373
Sunshine Village 356 344 97% 549
West Valley 421 315 75% 513
----- ----- --- ----
TOTAL ON 3/31/06: 3,330 2,056 62% $412
TOTAL ON 3/31/05: 3,330 2,191 66% $405
* NOT A WEIGHTED AVERAGE
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GROSS REVENUE NET INCOME
----------------------- -----------------------
3/31/2006 3/31/2005 3/31/2006 3/31/2005
---------- ---------- ---------- ----------
three months ended three months ended
Ardmor $ 293,998 $ 386,003 $ 158,799 $ 161,784
Camelot Manor 191,949 248,202 66,804 101,045
Country Roads 164,078 206,892 36,338 73,512
Dutch Hills 204,795 244,890 74,917 124,626
El Adobe 330,158 366,759 163,427 163,287
Paradise 314,123 317,096 95,873 94,652
Stonegate 231,266 257,334 73,705 92,200
Sunshine 680,442 441,766 454,908 245,038
West Valley 533,499 559,213 287,141 290,579
---------- ---------- ---------- ----------
2,944,308 3,028,155 1,411,912 1,346,723
Partnership Management 608 3,885 (161,198) (117,471)
Other Expense -- -- (121,636) (142,122)
Interest Expense -- -- (431,243) (439,533)
Depreciation -- -- (473,086) (467,657)
---------- ---------- ---------- ----------
$2,944,916 $3,032,040 $ 224,749 $ 179,940
COMPARISON OF QUARTER ENDED MARCH 31, 2006 TO QUARTER ENDED MARCH 31, 2005
Gross revenues decreased $87,124 to $2,944,916 in 2006, as compared to
$3,032,040 in 2005. The decrease was the result of lower occupancy and home
sales due to weak economic conditions.
(See table on previous page.)
As described in the Statements of Operations, total operating expenses decreased
$131,933, to $2,720,167 in 2006, as compared to $2,852,100 in 2005. The decrease
is due to lower home sale expense as well as lower property operating cost.
As a result of the aforementioned factors, Net Income increased to $224,749 for
the first quarter of 2006 compared to $179,940 for the first quarter of 2005.
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ITEM 3.
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to interest rate rise primarily through its borrowing
activities. There is inherent roll over risk for borrowings as they mature and
are renewed at
current market rates. The extent of this risk is not quantifiable or predictable
because of the variability of future interest rates and the Partnership's future
financing requirements.
Note Payable: At March 31, 2006 the Partnership had a note payable outstanding
in the amount of $26,684,255. Interest on this note is at a fixed annual rate of
6.37% through March 2009.
Line of Credit: At March 31, 2006, the Partnership holds a line of credit with
National City Bank for $1,500,000. Interest on this note is accrued at a
variable rate of 1.80% in excess of One Month LIBOR. This line of credit was
established to meet any short term or seasonal cash flow needs. There is no
outstanding balance as of March 31, 2006.
The Partnership does not enter into financial instruments transactions for
trading or other speculative purposes or to manage its interest rate exposure.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Partnership carried out
an evaluation, under the supervision and with the participation of the Principal
Executive Officer and the Principal Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon, and as of the date of, this evaluation,
the Principal Executive Officer and the Principal Financial Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed in the quarterly report is recorded,
processed, summarized and reported as and when required.
There was no change in the Partnership's internal controls over financial
reporting that occurred during the most recent completed quarter that has
materially affected, or is reasonably likely to materially affect, the
Partnership's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
EXHIBIT 31.1 Principal Executive Officer Certification pursuant to Rule
13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934,
as amended
EXHIBIT 31.2 Principal Financial Officer Certification pursuant to Rule
13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934,
as amended
EXHIBIT 32.1 Certifications pursuant to 18 U.S C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes -Oxley Act of 2002.
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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/ Joel Schwartz
------------------------------------
Joel Schwartz, Principal Financial
Officer
Dated: May 12, 2006
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EXHIBIT INDEX
EX. NO. DESCRIPTION
- ------- -----------
EXHIBIT 31.1 Principal Executive Officer Certification pursuant to Rule
13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934,
as amended
EXHIBIT 31.2 Principal Financial Officer Certification pursuant to Rule
13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934,
as amended
EXHIBIT 32.1 Certifications pursuant to 18 U.S C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes -Oxley Act of
2002.
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