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EX-31.2 - UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II /MI/v193229_ex31-2.htm
EX-31.1 - UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II /MI/v193229_ex31-1.htm
EX-32.1 - UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II /MI/v193229_ex32-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2010
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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
(State or other jurisdiction of
incorporation or organization)
38-2702802
(I.R.S. employer
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨   No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer ¨  Accelerated filer ¨  Non-accelerated filer ¨  Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).             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
 
 
June 30, 2010 (Unaudited) and December 31, 2009
3
     
 
Statements of Operations
 
 
Six and Three months ended June 30, 2010 and 2009 (Unaudited)
4
     
 
Statement of Partners’ Equity
 
 
Six months ended June 30, 2010 (Unaudited)
4
     
 
Statements of Cash Flows
 
 
Six months ended June 30, 2010 and 2009 (Unaudited)
5
     
 
Notes to Financial Statements
 
 
June 30, 2010 (Unaudited)
6
     
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
7
     
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
9
     
ITEM 4.
CONTROLS AND PROCEDURES
10
     
PART II
OTHER INFORMATION
10
     
ITEM 1.
LEGAL PROCEEDINGS
10
     
ITEM 1A.
RISK FACTORS
10
     
ITEM 6.
EXHIBITS
10

 
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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP

BALANCE SHEETS

   
June 30,2010
   
December 31, 2009
 
   
(Unaudited)
       
ASSETS
           
Properties:
           
Land
  $ 8,952,937     $ 8,952,937  
Buildings And Improvements
    41,545,282       41,422,578  
Furniture And Fixtures
    610,911       576,801  
      51,109,130       50,952,316  
                 
Less Accumulated Depreciation
    (30,421,351 )     (29,674,778 )
      20,687,779       21,277,538  
                 
Cash And Cash Equivalents
    7,258,630       7,370,544  
Unamortized Finance Costs
    638,294       652,170  
Manufactured Homes and Improvements
    730,496       412,635  
Other Assets
    1,590,695       1,417,425  
                 
Total Assets
  $ 30,905,894     $ 31,130,312  
                 
   
June 30,2010
   
December 31, 2009
 
   
(Unaudited)
         
                 
LIABILITIES & PARTNERS' EQUITY
               
Accounts Payable
  $ 131,640     $ 95,517  
Other Liabilities
    648,685       416,672  
Notes Payable
    22,549,700       22,750,674  
                 
Total Liabilities
  $ 23,330,025     $ 23,262,863  
                 
Partners' Equity:
               
General Partner
    418,394       416,024  
Unit Holders
    7,157,475       7,451,425  
                 
Total Partners' Equity
    7,575,869       7,867,449  
                 
Total Liabilities And Partners' Equity
  $ 30,905,894     $ 31,130,312  

See Notes to Financial Statements

 
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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS
 
SIX MONTHS ENDED
   
THREE MONTHS ENDED
 
(unaudited)
 
June 30, 2010
   
June 30, 2009
   
June 30, 2010
   
June 30, 2009
 
                         
Income:
                       
Rental Income
  $ 3,650,561     $ 3,628,871       1,812,952       1,821,805  
Home Sale Income
    112,635       385,140       63,135       225,250  
Other
    397,044       281,013       223,488       140,352  
                                 
Total Income
    4,160,240       4,295,024       2,099,575       2,187,407  
                                 
Operating Expenses:
                               
Administrative Expenses (Including $193,954, $192,793, $96,256 and $96,779, in Property Management Fees Paid to an Affiliate for the Six and Three Month Period Ended June 30, 2010 and 2009, respectively)
    1,171,729       1,199,756       526,812       549,163  
Property Taxes
    507,951       492,979       253,947       245,757  
Utilities
    311,243       311,894       147,663       143,694  
Property Operations
    281,967       551,551       136,688       166,361  
Depreciation
    746,573       728,097       376,025       358,537  
Interest
    763,626       776,546       380,978       387,492  
Home Sale Expense
    140,189       518,116       63,688       374,336  
                                 
Total Operating Expenses
    3,923,278       4,578,939       1,885,801       2,225,340  
                                 
Net Income (Loss)
  $ 236,962     $ (283,915 )   $ 213,774     $ (37,933 )
                                 
Income (Loss) per Limited Partnership Unit:
    0.07       (0.09 )     0.06       (0.01 )
                                 
Distribution Per Unit:
    0.16       0.16       0.08       0.08  
 
                               
Weighted Average Number Of Units Of Beneficial Assignment Of Limited Partnership Interest Outstanding During The Six and Three Month Period Ended June 30, 2010 and 2009.
    3,303,387       3,303,387       3,303,387       3,303,387  

STATEMENT OF PARTNERS' EQUITY (Unaudited)
             
   
General Partner
   
Unit Holders
   
Total
 
                   
Balance, December 31, 2009
  $ 416,024     $ 7,451,425     $ 7,867,449  
Distributions
            (528,542 )     (528,542 )
Net Income
    2,370       234,592     $ 236,962  
                         
Balance as of June 30, 2010
  $ 418,394     $ 7,157,475     $ 7,575,869  

See Notes to Financial Statements

 
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A  MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
           
(Unaudited)
           
   
SIX MONTHS ENDED
 
   
June 30,2010
   
June 30,2009
 
             
Cash Flows From Operating Activities:
           
Net (Loss) Income
  $ 236,962     $ (283,915 )
                 
Adjustments To Reconcile Net (Loss) Income
               
To Net Cash Provided By Operating Activities:
               
Depreciation
    746,573       728,097  
Amortization
    13,876       13,876  
Decrease (Increase) in Manufactured Homes and Home Improvements
    (317,861 )     273,513  
Increase  In Other Assets
    (173,270 )     (439,033 )
Increase In Accounts Payable
    36,123       22,289  
Increase In Other Liabilities
    232,013       185,284  
                 
Total Adjustments
    537,454       784,026  
                 
Net Cash Provided By Operating Activities
    774,416       500,111  
                 
Cash Flows Used In Investing Activities:
               
Purchase of property and equipment
    (156,814 )     (157,927 )
                 
Cash Flows From Financing Activities:
               
Distributions To Unit Holders
    (528,542 )     (528,542 )
Payment On Mortgage
    (200,974 )     (188,125 )
                 
Net Cash Used In
               
Financing Activities
    (729,516 )     (716,667 )
                 
Decrease In Cash and Equivalents
    (111,914 )     (374,483 )
Cash and Equivalents, Beginning
    7,370,544       7,469,961  
                 
Cash and Equivalents, Ending
  $ 7,258,630     $ 7,095,478  

See Notes to Financial Statements

 
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UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
A MICHIGAN LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (Unaudited)

1.           Basis of Presentation:

The accompanying unaudited 2010 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 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, 2009 has been derived from the audited financial statements at that date.  Operating results for the three and six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010, 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, 2009.

We have evaluated subsequent events through the date of this filing. We do not believe there are any material subsequent events which would require further disclosure.

2.           Mortgage Payable:

On August 29, 2008, the Partnership refinanced its existing mortgage note payable and executed seven new mortgages payable in the amount of $23,225,000 secured by the seven properties of the Partnership. To pay off the prior mortgage balance of $25,277,523 and the costs of refinancing, the Partnership transferred $2,735,555 from cash reserves.  The mortgages are payable in monthly installments of interest and principal through September 2033.  Interest on these notes is accrued at a fixed rate of 6.625% for five years, at which time, the rate will reset to the lender’s then prevailing market rate.  As of June 30, 2010 the balance on these notes was $22,549,700.

The Partnership incurred $693,798 in financing costs as a result of the refinancing which is being amortized over the life of the loan.  This included a 1% fee payable to an affiliate of the General Partner.

Future maturities on the note payable for the next five years and thereafter are as follows: remainder of 2010 - $207,724; 2011 - $436,612; 2012 - $466,432; 2013 - $498,289; 2014 - $532,321; and thereafter - $20,408,322.

 
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

See Part II, Item 7 – Critical Accounting Policies, our consolidated financial statements and related notes in Part IV, Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 22, 2010 for accounting policies and related estimates we believe are the most critical to understanding condensed consolidated financial statements, financial conditions and results of operations and which require complex management judgment and assumptions or involve uncertainties.  There have been no material changes to the critical accounting policies and estimates previously disclosed in that report.

Liquidity and Capital Resources

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 Partnership's capital resources consist primarily of its seven manufactured home communities. On August 29, 2008, the Partnership refinanced these properties with Stancorp Mortgage Investors, LLC (the “Refinancing”) in the amount of $23,225,000 secured by the seven properties of the Partnership. To pay off the prior mortgage balance of $25,277,523 and the costs of refinancing, the Partnership transferred $2,735,555 from cash reserves.  The mortgages are payable in monthly installments of interest and principal through September 2033.  Interest on these notes are accrued at a fixed rate of 6.625% for five years, at which time, the rate will reset to the lenders then prevailing market rate.  As of June 30, 2010 the balance on these notes was $22,549,700.

The Partnership incurred $693,798 in financing costs as a result of the refinancing which is being amortized over the life of the loan.  This included a 1% fee payable to an affiliate of the General Partner.

As a result of the Refinancing, all of the Partnership’s seven properties are mortgaged. At the time of the Refinancing, the aggregate principal amount due under the seven mortgage notes was $23,225,000 and the aggregate fair market value of the Partnership’s mortgaged properties was $73,550,000.  The Partnership expects to meet its short-term liquidity needs generally through its working capital provided by operating activities.

The General Partner has decided to distribute $264,271, or $.08 per unit, to the unit holders for the second quarter ended June 30, 2010. The General Partner will continue to monitor cash flow generated by the Partnership’s seven 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.

 
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As of June 30, 2010, the Partnership’s cash balance amounted to $7,258,630. The level of cash balance maintained is at the discretion of the General Partner.

Results of Operations

Overall, as illustrated in the following table, the Partnership's seven properties reported combined occupancy of 51% at the end of June 2010 versus 53% at the end of June 2009. The average monthly homesite rent as of June 30, 2010 was approximately $482; versus $473 from June 2009 (average rent not a weighted average).

   
Total
   
Occupied
   
Occupancy
   
Average*
 
   
Capacity
   
Sites
   
Rate
   
Rent
 
                         
Ardmor Village
    339       168       50 %   $ 495  
Camelot Manor
    335       107       32 %     403  
Dutch Hills
    278       116       42 %     404  
El Adobe
    367       206       56 %     510  
Stonegate Manor
    308       114       37 %     394  
Sunshine Village
    356       227       64 %     595  
West Valley
    421       324       77 %     576  
                                 
Total on 6/30/10:
    2,404       1,262       51 %   $ 482  
Total on 6/30/09:
    2,404       1,318       53 %   $ 473  
*Not a weighted average

   
Gross Revenue
   
Net Operating Income
and Net (Loss) Income
   
Gross Revenue
   
Net Operating Income
and Net (Loss) Income
 
   
6/30/2010
   
6/30/2009
   
6/30/2010
   
6/30/2009
   
06/30/2010
   
06/30/2009
   
06/30/2010
   
06/30/2009
 
   
three months ended
   
three months ended
   
six months ended
   
six months ended
 
                                                 
Ardmor
  $ 254,616     $ 268,987     $ 127,103     $ 103,974     $ 509,600     $ 530,233     $ 256,155     $ 227,476  
Camelot Manor
    150,025       153,124       33,661       46,405       290,780       339,032       73,129       85,171  
Dutch Hills
    140,969       170,791       48,329       67,961       288,827       337,406       104,222       140,695  
El Adobe
    359,846       330,722       227,276       155,436       676,340       643,714       395,631       320,618  
Stonegate
    146,355       180,493       50,326       52,022       311,481       338,490       97,617       104,915  
Sunshine
    438,276       411,097       189,017       172,607       888,838       806,847       390,970       342,517  
West Valley
    602,916       668,061       414,019       255,689       1,181,314       1,281,509       800,523       621,591  
      2,093,003       2,183,275       1,089,731       854,094       4,147,180       4,277,231       2,118,247       1,842,983  
Partnership Management
    6,572       4,132       (96,231 )     (110,955 )     13,060       17,793       (316,599 )     (317,916 )
Other Expense
                (22,723 )     (35,043 )                 (54,487 )     (304,339 )
                                                                 
Interest Expense
                (380,978 )     (387,492 )                 (763,626 )     (776,546 )
                                                                 
Depreciation
                (376,025 )     (358,537 )                 (746,573 )     (728,097 )
    $ 2,099,575     $ 2,187,407     $ 213,774     $ (37,933 )   $ 4,160,240     $ 4,295,024     $ 236,962     $ (283,915 )

 
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Net Operating Income (“NOI”) is a non-GAAP financial measure equal to net income, the most comparable GAAP financial measure, plus depreciation, interest expense, partnership management expense, and other expenses.  The Partnership believes that NOI is useful to investors and the Partnership’s management as an indication of the Partnership’s ability to service debt and pay cash distributions.  NOI presented by the Partnership may not be comparable to NOI reported by other companies that define NOI differently, and should not be considered as an alternative to net income as an indication of performance or to cash flows as a measure of liquidity or ability to make distributions.

Comparison of Three Months Ended June 30, 2010 to Three Month Ended June 30, 2009

Gross revenues decreased $87,832 to $2,099,575 in 2010, from $2,187,407 in 2009.  This was due to lower occupancy and decreased home sale activity, which was offset by an increase in other income.

As described in the Statements of Operations, total operating expenses decreased $339,539, to $1,885,801 in 2010, as compared to $2,225,340 in 2009.  This was due to decreased home sale activity.

As a result of the aforementioned factors, the Partnership experienced Net Income of $213,774 for the second quarter of 2010 compared to a Net Loss of $37,933 for the second quarter of 2009.

Comparison of Six Months Ended June 30, 2010 to Six Months Ended June 30, 2009

Gross revenues decreased $134,784 to $4,160,240 in 2010, from $4,295,024 in 2009.  The decrease was mainly due to a decrease in home sale activity, which was offset by increases in both rental and other income.

As described in the Statements of Operations, total operating expenses decreased $655,661, to $3,923,278 in 2010, as compared to $4,578,939 in 2009.  The decrease was primarily a result of decreased property operations expenditures relating to the relocation of residents from a neighboring, closed manufactured home community into the Sunshine Village property in Davie, Florida during 2009 and decreased home sale expenses.

As a result of the aforementioned factors, the Partnership experienced Net Income of $236,962 in 2010 as compared to a Net Loss of $283,915 in 2009.

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.

 
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Note Payable:  At June 30, 2010 the Partnership had notes payable outstanding in the amount of $22,549,700.  Interest on these notes is at a fixed annual rate of 6.625% through September 2013, at which time, the rate will reset to the lender’s then prevailing market rate.

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 1.
LEGAL PROCEEDINGS

None.

ITEM 1A.
RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item IA.  Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results.  The risks described in our Annual Report on Form 10-K are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition and/or operating results.

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: August 11, 2010

 
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