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 September 30, 2017

 

¨ 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, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

 

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

 

As of September 30, 2017, the number of units of limited partnership interest of the registrant outstanding was 3,303,387. The Partnership units of interest are not traded in any public market.

 

 

  

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

 

INDEX

 

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
	Balance Sheets September 30, 2017 (Unaudited) and December 31, 2016	3
	Statements of Operations Nine and Three months ended September 30, 2017 and 2016 (Unaudited)	4
	Statement of Partners’ Equity Nine months ended September 30, 2017 (Unaudited)	4
	Statements of Cash Flows Nine months ended September 30, 2017 and 2016 (Unaudited)	5
	Notes to Financial Statements September 30, 2017 (Unaudited)	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4.	CONTROLS AND PROCEDURES	11
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	12
ITEM 1A.	RISK FACTORS	12
ITEM 6.	EXHIBITS	12

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

       

BALANCE SHEETS

 

ASSETS		September 30,2017				December 31, 2016
		(Unaudited)
Properties:
Land		$	2,378,711			$	3,594,573
Buildings And Improvements			10,944,319				16,652,714
Furniture And Equipment			93,805				159,658
Manufactured Homes and Improvements			2,231,127				3,468,208
			15,647,962				23,875,153
Less Accumulated Depreciation			(10,827,053	)			(15,907,387	)
			4,820,909				7,967,766
Cash And Cash Equivalents			6,529,116				7,202,852
Other Assets			938,213				898,439
Asset Held for Sale			3,792,601				0
Total Assets		$	16,080,839			$	16,069,057
LIABILITIES & PARTNERS' EQUITY			September 30,2017				December 31, 2016
			(Unaudited)
Accounts Payable		$	9,219			$	13,388
Other Liabilities			131,492				299,133
Notes Payable - Net of deferred financing costs			11,120,161				17,542,594
Liabilities of Asset Held for Sale			6,569,394				0
Total Liabilities			17,830,266				17,855,115
Partners' Equity:
General Partner			572,894				568,564
Unit Holders			(2,322,321	)			(2,354,622	)
Total Partners' Equity			(1,749,427	)			(1,786,058	)
Total Liabilities And
Partners' Equity		$	16,080,839			$	16,069,057

 

See Notes to Financial Statements

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP        

 

STATEMENTS OF OPERATIONS		NINE MONTHS ENDED								THREE MONTHS ENDED
(unaudited)		September 30, 2017				September 30, 2016				September 30, 2017				September 30, 2016
Income:
Rental Income		$	1,763,949			$	1,709,270			$	593,489			$	565,560
Home Sale Income			0				1,002				0				0
Other			228,477				181,175				79,747				63,426
Total Income			1,992,426				1,891,447				673,236				628,986
Operating Expenses:
Administrative Expenses
(Including $191,727, $180,262, $64,783 and $60,595, in Property Management Fees Paid to an Affiliate for the Nine and Three Month Periods Ended September 30, 2017 and 2016, respectively)			900,723				1,276,449				251,660				374,220
Property Taxes			62,100				61,425				20,700				19,885
Utilities			126,124				108,904				50,651				42,071
Property Operations			344,226				294,942				113,462				140,973
Depreciation			306,121				341,753				92,485				105,469
Interest			498,303				510,984				166,799				170,553
Home Sale Expense			0				351				0				0
Total Operating Expenses			2,237,597				2,594,808				695,757				853,171
Loss from Continuing Operations		($	245,171	)		($	703,361	)		($	22,521	)		($	224,185	)
Income from Discontinued Operations		$	678,208			$	7,707,780			$	237,104			$	142,749
Net Income		$	433,037			$	7,004,419			$	214,583			($	81,436	)
Income(Loss) Per Unit:
Continuing Operations		($	0.07	)		($	0.21	)		$	0.00			($	0.07	)
Discontinued Operations		$	0.22			$	2.33			$	0.08			$	0.04
Total Income Per Unit		$	0.15			$	2.12			$	0.08			($	0.03	)
Distribution Per Unit:		$	0.12			$	1.94			$	0.04			$	0.04
Weighted Average Number Of Units Of Beneficial Assignment Of Limited Partnership Interest Outstanding During The Nine and Three Month Periods Ended September 30, 2017 and 2016.			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, 2016		$	568,564			($	2,354,622	)		($	1,786,058	)
Distributions			0				(396,406	)			(396,406	)
Net Income			4,330				428,707				433,037
Balance as of September 30, 2017		$	572,894			($	2,322,321	)		($	1,749,427	)

 

See Notes to Financial Statements

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A  MICHIGAN LIMITED PARTNERSHIP

 

STATEMENTS OF CASH FLOWS
(Unaudited)
		NINE MONTHS ENDED
		September 30,2017				September 30,2016
Cash Flows From Operating Activities:
Net Income		$	433,037			$	7,004,419
Adjustments To Reconcile Net Income
To Net Cash Provided By
Operating Activities:
Depreciation			360,757				502,306
Amortization of Financing Costs			49,889				147,889
Amortization of Home Relocation Costs			0				54,394
Gain on Sale of Discontinued Operations			0				(8,069,909	)
(Loss) Gain on Sale of Manufactured Homes			0				(7,703	)
Increase In Other Assets			(384,388	)			(367,456	)
Increase In Accounts Payable			67,978				58,694
Increase In Other Liabilities			191,933				160,572
Total Adjustments			286,169				(7,521,213	)
Net Cash (Used In) Provided By Operating Activities			719,206				(516,794	)
Cash Flows Provided By (Used In) Investing Activities:
Investment in Manufactured Homes and Improvements			(661,886	)			(329,489	)
Purchase of Property and Equipment			0				(205,900	)
Proceeds from Sale of Discontinued Operations			0				10,551,474
Proceeds from Sale of Manufactured Homes			0				74,002
Net Cash Provided By (Used In) Investing Activities			(661,886	)			10,090,087
Cash Flows Used In Financing Activities:
Distributions To Unit Holders			(396,406	)			(9,910,160	)
Payments On Notes Payable			(334,650	)			(2,924,089	)
Net Cash Used In Financing Activities			(731,056	)			(12,834,249	)
Decrease In Cash			(673,736	)			(3,260,956	)
Cash, Beginning			7,202,852				10,789,645
Cash, Ending		$	6,529,116			$	7,528,689

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

 

NOTES TO FINANCIAL STATEMENTS

September 30, 2017 (Unaudited)

 

1.	Basis of Presentation and Accounting Policies:

 

The accompanying unaudited 2017 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, 2016 has been derived from the audited financial statements at that date. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, 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, 2016.

 

The Partnership initiated the Sunshine Village Paid Home Relocation Program (“Program”) during 2013. The Program was offered exclusively to residents of Seminole Estates, a 704 site, 55 and over manufactured home community in Hollywood, Florida that announced its closure. The Partnership incurred expenditures of $903,232, of which $816,203 was capitalized and amortized over the life of the residents’ three year rental period. These costs have been fully amortized as of December 31, 2016.

 

The carrying amounts of cash and accounts payable approximate their fair values due to their short-term nature. The fair value of mortgage notes payable approximates their carrying amounts based on current borrowing rates.

 

2.	Mortgage Payable:

 

The Partnership has two mortgage notes payable with Cantor Commercial Real Estate collateralized by Sunshine Village, located in Davie, Florida and West Valley, located in Las Vegas, Nevada. The mortgages are payable in monthly installments of interest and principal through August, 2023. These refinanced notes bear interest at a fixed rate of 5.09% with principal payments based on a twenty-five year amortization period. As of September 30, 2017 the balance on these notes was $17,645,808, excluding deferred financing costs.

 

Future maturities on the notes payable for the next five years and thereafter are as follows: 2017 - $115,273; 2018 - $473,724; 2019 - $498,786; 2020 - $522,749; 2021 - $552,829 and thereafter - $15,482,447.

 

  

3.	Discontinued Operations and Asset Held for Sale:

 

As described in the Form 8-K dated February 29, 2016, the Partnership closed on the sale of the Ardmor Village for a sale price of $10,587,274 less closing costs resulting in proceeds in the amount of $10,551,474, and the gain on the sale was approximately $8,070,000. The mortgage payable outstanding related to this property in the amount of $2,559,737, accrued interest of $8,742, prepayment penalty of $257,247, offset by a refund of the property tax escrow balance of $50,055 totaled $2,775,722, was paid in full at the time of closing. The Partnership also wrote off $98,000 of unamortized deferred financing costs related to the mortgage note in connection with this transaction. The net cash proceeds resulting from the sale and pay off of the mortgage note were approximately $7,690,000.

 

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.

 

As a result of the affirmative vote, the Board of Directors, with the approval of the Consultant for the Fund, instructed management to proceed with a sealed bid process to determine a buyer of the Sunshine Village Community located in Davie, Florida. During April 2017, an Offering Memorandum and bid instructions were sent to 6 brokerage firms and 20 qualified principals.  During June 2017, the sealed bids were reviewed and as described in Form 8-K dated July 10, 2017, the Partnership has entered into a Contract for Sale and Purchase of Real and Personal Property with a buyer for the sale of Sunshine Village.

 

A long-lived asset is required to be classified as “held for sale” in the period in which certain criteria are met. The Partnership classifies real estate assets as held for sale after the following conditions have been satisfied: (1) management, having the appropriate authority, commits to a plan to sell the asset, (2) the initiation of an active program to sell the asset, and (3) the asset is available for immediate sale and it is probable that the sale of the asset will be completed within one year.

 

Based on the information outlined, the Partnership has concluded that the Sunshine Village property meets the criteria as an asset held for sale on the accompanying Balance Sheets. Similarly, the Sunshine Village and Ardmor Village communities and associated financial results are classified as “discontinued operations” on the accompanying Statements of Operations.

 

The assets and liabilities related to the community classified as “asset held for sale” as of September 30, 2017 are as follows: Total Assets of $3,792,601 consist of Current Assets of $344,614 and Fixed Assets of $9,705,281 less Accumulated Depreciation of $6,257,294. Total Liabilities of $6,569,394 consist of Current Liabilities of $431,721 and Long Term Liabilities of $6,137,673.

 

  

The following is a summary of results of operations of the properties classified as discontinued operations for the nine month periods ended September 30, 2017 and 2016: Total Revenue was $1,862,433 and Total Operating Expenses were $1,184,225 for the period ended September 30, 2017. For the same period in 2016, Total Revenue was $1,930,813, Total Operating Expenses were $2,292,942 and the Gain on Sale was $8,069,909

 

The following is a summary of results of operations of the properties classified as discontinued operations for the three month periods ended September 30, 2017 and 2016: Total Revenue was $629,049 and Total Operating Expenses were $391,945 for the period ended September 30, 2017. For the same period in 2016, Total Revenue was $590,606 and Total Operating Expenses were $447,857.

 

Total Cash Flows Provided by Operating Activities of the properties classified as discontinued operations for the period ended September 30, 2017 were $203,868 and Total Cash Flows Used in Operating Activities of the properties classified as discontinued operations for the period ended September 30, 2016 were $244,779. In addition, Total Cash Flows Used in Investing Activities of the properties classified as discontinued operations for the period ended September 30, 2017 were $246,423 and Total Cash Flows Provided by Investing Activities of the properties classified as discontinued operations for the period ended September 30, 2016 were $10,576,478.

 

4.	Upcoming 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 new guidance will be effective for the Company’s year ending December 31, 2019. The ASU permits application of the new revenue recognition guidance to be applied using one of two retrospective application methods. The Partnership plans to apply the standard using the modified retrospective method. While the Partnership is in the process of making its assessment, it does not believe this will have a material impact on revenue recognition policies.

 

5.	Subsequent Event

 

As described in the Form 8-K dated July 10, 2017, Uniprop Manufactured Housing Communities Income Fund II (the “Fund”) entered into a Contract for the Sale of Real and Personal Property of Sunshine Village, located in Davie, Florida.

 

On October 31, 2017, the transaction was consummated at a gross sales price of $33,000,000, which included real property, homes in inventory, promissory notes and intangible assets.

 

Net sales proceeds were approximately $24,800,000 after closing costs, legal fees, mortgage loan repayment and related defeasance charges, and standard pro-rations for rents, security deposits, and ad valorem taxes.

 

  

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, 2016 filed with the SEC on March 10, 2017 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

 

Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited Partnership’s (the “Partnership”) liquidity is based, in part, upon its investment strategy. On February 26, 2016 the sale of Ardmor Village closed as described previously, leaving the Fund with only two properties: Sunshine Village and West Valley.

 

Management does not believe that it is economically rational to operate a limited partnership that has a class of securities registered under the Securities Exchange Act of 1934 with only two properties. The costs of compliance are simply too high when amortized over only two properties.

 

As a result, management intends to liquidate Sunshine Village and West Valley, and then dissolve the Fund in accordance with the Partnership Agreement, as previously described.

 

The Partnership expects to meet its short-term liquidity needs generally through its working capital and cash provided by operating activities.

 

On July 18, 2013, the Partnership refinanced its existing mortgage notes payable and executed two new mortgages payable in the amount of $19,320,000 secured by Sunshine Village, located in Davie, FL and West Valley, located in Las Vegas, NV with a new lender, namely Cantor Commercial Real Estate. The mortgage notes are payable in monthly installments of interest and principal through August, 2023. The refinanced notes bear interest at a fixed rate of 5.09% with principal payments based on a twenty-five year amortization period. As of September 30, 2017 the balance on these notes was $17,645,808, excluding deferred financing costs.

 

The Partnership incurred $676,321 in financing costs as a result of the 2013 refinancing which is being amortized over the term of the loans. These costs included a 1% fee payable to an affiliate of the General Partner.

 

The General Partner has decided to distribute $24,775,403 or $7.50 per unit, to the unit holders, broken down as $7.46 per unit as a result of the sale of Sunshine Village described previously and $0.04 per unit from operations for the third quarter ended September 30, 2017. The General Partner will continue to monitor cash flow generated by the Partnership’s 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 September 30, 2017, the Partnership’s cash balance amounted to $6,529,116. 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 two properties reported combined occupancy of 73% at the end of September 2017 versus 72% at the end of September 2016. The average monthly homesite rent as of September 30, 2017 was approximately $705; versus $682 from September 2016 (average rent not a weighted average).

 

		Total				Occupied				Occupancy				Average*
		Capacity				Sites				Rate				Rent
Sunshine Village			356				268				75	%			717
West Valley			421				299				71	%			692
Total on 9/30/17:			777				567				73	%		$	705
Total on 9/30/16:			777				558				72	%		$	682

 

*Not a weighted average

 

		Gross Revenue								Net Operating Income and Net Income (Loss)								Gross Revenue								Net Operating Income and Net (Loss)
		9/30/2017				9/30/2016				9/30/2017				9/30/2016				09/30/2017				09/30/2016				09/30/2017				09/30/2016
		three months ended								three months ended								nine months ended								nine months ended
West Valley			669,984				625,037				388,526				352,773				1,982,409				1,876,262				1,184,686				1,157,204
Partnership Management			3,252				3,949				(104,922	)			(214,991	)			10,017				15,185				(442,907	)			(851,959	)
Other Expense			—				—				(46,841	)			(85,945	)			—				—				(182,526	)			(155,869	)
Interest Expense			—				—				(166,799	)			(170,553	)			—				—				(498,303	)			(510,984	)
Depreciation			—				—				(92,485	)			(105,469	)			—				—				(306,121	)			(341,753	)
Continuing Operations		$	673,236			$	628,986			($	22,521	)		($	224,185	)		$	1,992,426			$	1,891,447			($	245,171	)		($	703,361	)
Discontinued Operations		$	629,049			$	628,986			$	237,104			$	142,749			$	1,862,433			$	1,930,813			$	678,208			$	7,707,780
		$	1,302,285			$	1,219,592			$	214,583			($	81,436	)		$	3,854,859			$	3,822,260			$	433,037			$	7,004,419

  

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 September 30, 2017 to Three Months Ended September 30, 2016

 

Gross revenues from continuing operations increased $44,250 to $673,236 in 2017, from $628,986 in 2016. This was mainly due to increases in market rent value and lease income from the prior year.

 

As described in the Statements of Operations, total operating expenses from continuing operations decreased $157,414 to $695,757 in 2017, as compared to $853,171 in 2016. This was mainly due to a decrease in administrative expenses compared to the prior year.

 

As a result of the aforementioned factors, the Partnership experienced a Net Loss from continuing operations of $22,521 for the third quarter of 2017 compared to a Net Loss of $224,185 for the third quarter of 2016.

 

Comparison of Nine Months Ended September 30, 2017 to Nine Months Ended September 30, 2016

 

Gross revenues from continuing operations increased $100,979 to $1,992,426 in 2017, from $1,891,447 in 2016. This was due to increases in market rent value from the prior year, as well as an increase in lease home income.

 

As described in the Statements of Operations, total operating expenses from continuing operations decreased $357,211 to $2,237,597 in 2017, as compared to $2,594,808 in 2016. This was mainly due to a decrease in administrative expenses, offset by increases in utility and property operations expenses compared to the prior year.

 

As a result of the aforementioned factors, the Partnership experienced a Net Loss from continuing operations of $245,171 in 2017 as compared to a Net Loss of $703,361 in 2016.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

 

The Partnership is exposed to interest rate risk 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 September 30, 2017 the Partnership had notes payable outstanding in the amount of $17,645,808, excluding deferred financing costs. Interest on these notes is at a fixed annual rate of 5.09% through August 2023.

 

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, 2016, 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.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

 

 

  

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/ Roger I. Zlotoff
		Roger I. Zlotoff, President

 

	By:	/s/ Susann E. Kehrig
		Susann E. Kehrig, Principal Financial Officer

  

Dated: November 13, 2017