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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2002 Commission File No. 0-15940
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2593067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
(Address of principal executive offices) (Zip Code)
(248) 645-9261
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
units 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-K or any amendment to this
Form 10-K [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes [ ] No [X]
As of March 1, 2003, 30,000 units of limited partnership interest of the
registrant were outstanding and the estimated aggregate Net Asset Value of the
units as of such date (based on a 2003 appraisal of Partnership properties) held
by non-affiliates was approximately $19,703,932.
DOCUMENTS INCORPORATED BY REFERENCE
SEE ITEM 14.
PART I
This Form 10-K contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements are
based on assumptions and expectations which may not be realized and are
inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy and some of which might not even be anticipated. Future events and
actual results, financial and otherwise, may differ materially from the results
discussed in the forward-looking statements. Risks and other factors that might
cause such a difference include, but are not limited to, the effect of economic
and market conditions; financing risks, such as the inability to obtain debt
financing on favorable terms; the level and volatility of interest rates; and
failure of the Partnership's properties to generate additional income to offset
increases in operating expenses, as well as other risks listed herein under Item
1.
ITEM 1. BUSINESS
General Development of Business
Uniprop Manufactured Housing Communities Income Fund, a Michigan
Limited Partnership (the "Partnership"), acquired, maintains, operates and
ultimately will dispose of income producing residential real properties
consisting of four manufactured housing communities (the "Properties"). The
Partnership was organized and formed under the laws of the State of Michigan on
May 16, 1985. Its principal offices are located at 280 Daines Street,
Birmingham, Michigan 48009 and its telephone number is (248) 645-9261.
The Partnership filed an S-11 Registration Statement (Registration No.
2-98180) in June 1985, which was declared effective by the Securities and
Exchange Commission on September 24, 1985. The Partnership thereafter offered a
maximum of 30,000 units of limited partnership interest representing capital
contributions by the limited partners to the Partnership of $1,000 per unit (the
"Units"). The sale of all 30,000 Units was completed in March 1986, generating
$30 million of contributed capital to the Partnership.
On February 10, 1986, the Partnership acquired Aztec Estates, a
645-site manufactured housing community in Margate, Florida and Kings Manor, a
314-site manufactured housing community in Ft. Lauderdale, Florida. On March 4,
1986, the Partnership acquired Old Dutch Farms, a 293-site manufactured housing
community in Novi, Michigan. On March 27, 1986, the Partnership acquired The
Park of the Four Seasons, a 572-site manufactured housing community in Blaine,
Minnesota.
The Partnership operates the Properties as manufactured housing
communities with the primary investment objectives of: (1) providing cash from
operations to investors; (2) obtaining capital appreciation; and (3) preserving
capital of the Partnership. There can be no assurance that such objectives can
be achieved.
On March 25, 1997 the Partnership borrowed $33,500,000 from Nomura
Asset Capital Corporation and secured the borrowing with liens on its Properties
(the "Financing"). The note is payable in monthly installments of $251,439,
including interest, through March 2027. The interest rate is 8.24% per annum
through June 2007; thereafter, the interest rate will be adjusted based on the
provisions of the note agreement. The loan may be prepaid without penalty
beginning in January 2007. On March 26, 1997 the Partnership distributed
$30,000,000 to the Limited Partners, representing a full return of original
capital contributions of $1,000 per unit held. The Partnership continues to own
and operate its properties and has been able to continue to pay cash
distributions to the Limited Partners, although in amounts substantially lower
than the distributions paid prior to the Financing. Limited Partners continue to
have an interest in the Partnership as only the original capital contributions
were returned on March 26, 1997.
Financial Information About Industry Segment
The Partnership's business and only industry segment is the operation
of its four manufactured housing communities. For a description of the
Partnership's revenues, operating profit and assets, please refer to Items 6 and
8.
Narrative Description of Business
General
The Properties were selected from 23 manufactured housing communities
then owned by affiliates of P.I. Associates Limited Partnership, a Michigan
limited partnership, the General Partner (the "General Partner") of the
Partnership. The Partnership rents home sites in the Properties to owners of
manufactured homes thereby generating rental revenues. It was intended that the
Partnership would hold the Properties for extended periods of time, originally
anticipated to be seven to ten years after their acquisition. The General
Partner has the discretion to determine when a Property is to be sold; provided,
however, that the determination of whether a particular Property should be
disposed of will be made by the General Partner only after consultation with an
independent consultant, Manufactured Housing Services Inc. (the "Consultant").
In making their decisions they will consider relevant factors, including,
current operating results of the particular Property, prevailing economic
conditions and with a view to achieving maximum capital appreciation to the
Partnership considering relevant tax consequences and the Partnership's
investment objectives.
Competition
The business of owning and operating residential manufactured housing
communities is highly competitive, and the Partnership may be competing with a
number of established companies having greater financial resources. Moreover,
there has been a trend for manufactured housing community residents to purchase
(where zoning permits) their home site on a collective basis. This trend may
result in increased competition with the Partnership for residents. In addition,
the General Partner, its affiliates or both, have participated, and may in the
future participate, directly or through other partnerships or
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investment vehicles in the acquisition, ownership, development, operation and
sale of projects, which may be in direct competition with one or more of the
Properties.
Each of the Properties competes with numerous similar facilities
located in its geographic area. The Margate/Fort Lauderdale area contains
approximately seven communities offering approximately 2,713 sites competing
with Aztec Estates. The Davie/Fort Lauderdale area contains approximately five
communities offering approximately 1,765 sites competing with Kings Manor. Old
Dutch Farms competes with approximately seven communities offering approximately
3,455 sites. Park of the Four Seasons competes with approximately 11 communities
offering approximately 3,207 sites. The Properties also compete against other
forms of housing, including apartment and condominium complexes, and site built
homes.
Governmental Regulations
The Properties owned by the Partnership are subject to certain state
regulations regarding the conduct of the Partnership operations. For example,
the State of Florida regulates agreements and relationships between the
Partnership and the residents of Aztec Estates and Kings Manor. Under Florida
law, the Partnership is required to deliver to new residents of those Properties
a prospectus describing the Property and all tenant rights, Property rules and
regulations, and changes to Property rules and regulations. Florida law also
requires minimum lease terms, requires notice of rent increases, grants to
tenant associations certain rights to purchase the community if being sold by
the owner and regulates other aspects of the management of such properties. The
Partnership is required to give 90 days notice to the residents of Florida
properties of any rate increase, reduction in services or utilities or change in
rules and regulations. If a majority of the residents object to such changes as
unreasonable, the matter must be submitted to the Florida Department of Business
Regulations for mediation prior to any legal adjudication of the matter. In
addition, if the Partnership seeks to sell Florida Properties to the general
public, it must notify any homeowners association for the residents, and the
association shall have the right to purchase the Property for the price, terms
and conditions being offered to the public within 45 days of notification by the
owner. If the Partnership receives an unsolicited bonafide offer to purchase the
Property from any party that it is considering or negotiating, it must notify
any such homeowners association that it has received an offer, state to the
homeowners association the price, terms and conditions upon which the
Partnership would sell the Property, and consider (without obligation) accepting
an offer from the homeowners' association. The Partnership has, to the best of
its knowledge, complied in all material respects with all requirements of the
States of Florida, Michigan and Minnesota, where its operations are conducted.
Employees
The Partnership employs two part-time employees to perform Partnership
management and investor relations services. The Partnership retains an
affiliate, Uniprop, Inc., as the property manager for each of its Properties.
Uniprop, Inc. is paid a fee equal to the lesser of 5% of the annual gross
receipts from each of the Properties or the amount
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which would be payable to unaffiliated third parties for comparable services.
Uniprop, Inc. retains local managers on behalf of the Partnership at each of the
Properties. Salaries and fringe benefits of such local managers are paid by the
Partnership and are not included in any property management fee payable to
Uniprop, Inc. Local managers are employees of the Partnership and are paid
semi-monthly. The yearly salaries and expenses for local managers range from
$20,000 to $40,000. Local managers have no direct management authority, make no
decisions regarding operations and act only in accordance with instructions from
the property manager. They are utilized by the Partnership to provide on-site
maintenance and administrative services. Uniprop, Inc., as property manager, has
overall management authority for each Property.
ITEM 2. PROPERTIES
The Partnership purchased all four manufactured housing communities for
cash. As a result of the 1997 financing, the Properties are now encumbered with
mortgages.
Each of the Properties is a modern manufactured housing community
containing lighted and paved streets, side-by-side off-street parking and
complete underground utility systems. The Properties consist of only the
underlying real estate and improvements, not the actual homes themselves. Each
of the Properties has a community center which includes offices, meeting rooms
and game rooms. Each of the Properties, except Old Dutch Farms, has a swimming
pool and tennis courts.
The table below contains certain information concerning the
Partnership's four properties.
PROPERTY NAME YEAR NUMBER OF
------------- ---- ---------
AND LOCATION CONSTRUCTED ACREAGE SITES
------------ ----------- ------- -----
Aztec Estates
Sundial Circle
Margate, FL 1970 100 645
Kings Manor
State Road 84
& Flamingo Road
Ft. Lauderdale, FL 1972 45 314
Old Dutch Farms
Novi Road
Novi, MI 1972 47 293
Park of the Four
Seasons
University Avenue
Blaine, MN 1972 107 572
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ITEM 3. LEGAL PROCEEDINGS
In the opinion of the Partnership and its legal counsel, there are no
material legal proceedings pending except such ordinary routine matters as are
incident to the kind of business conducted by the Partnership. To the knowledge
of the Partnership and its counsel, no legal proceedings have been instituted or
are being contemplated by any governmental authority against the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The voting privileges of the limited partners are restricted to certain
matters of fundamental significance to the Partnership. The Limited Partners
must approve certain major decisions of the General Partner if the General
Partner proposes to act without the approval of the Consultant. The Limited
Partners also have a right to vote upon removal and replacement of the General
Partner, dissolution of the Partnership, material amendments to the partnership
agreement and the sale or other disposition of all or substantially all of the
Partnership's assets, except in the ordinary course of the Partnership's
disposing of the Properties. Such matters must be approved by Limited Partners,
as a group, holding more than 50% of the then outstanding Units. No matters were
submitted to Limited Partners for vote during 2002.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
There is no established public trading market for the Units and it is
not anticipated that one will ever develop. During the last two years, less than
four percent of the Units have been transferred each year, excluding transfers
on account of death or intra-family transfers. The Partnership believes there is
no formal secondary market, or the substantial equivalent thereof, and none will
develop.
The General Partner calculates the estimated net asset value of each
Unit by dividing the amount of distributions that would be made to the Limited
Partners in the event of the current sale of the Properties at their current
appraised value, less mortgage debt and sales expenses (but without
consideration to tax consequences of the sale), by 30,000. In March 2003, the
Properties were appraised at an aggregate fair market value of $60,350,000.
Assuming a sale of the four properties at the appraised value in March 2003,
less payment of 3.0% selling expenses, mortgage debt of $31,939,585, the
$1,970,000 Contingent Purchase Price due to certain partners of the General
Partner, and after the 80/20% split of sale or financing proceeds with the
General Partner, the net aggregate proceeds available for distribution to the
Limited Partners is estimated to be $19,703,932, or $656.80 per Unit (rounded),
as of March 31, 2003. There can be no
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assurance that the estimated net asset value could ever be realized. As of March
31, 2003, the Partnership had approximately 2,353 Limited Partners holding
Units.
The Partnership has no equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected financial data for Uniprop Manufactured
Housing Communities Income Fund, a Michigan Limited Partnership, for the periods
ended December 31, 2002, 2001, 2000, 1999 and 1998:
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER DECEMBER DECEMBER DECEMBER DECEMBER
31, 2002 31, 2001 31, 2000 31, 1999 31, 1998
-------- -------- -------- -------- --------
Total Assets $20,890,327 $21,354,052 $21,694,688 $22,403,064 $22,508,884
=========== =========== =========== =========== ===========
Long Term Debt $31,939,585 $32,273,332 $32,580,418 $32,879,105 $33,119,108
=========== =========== =========== =========== ===========
Income $10,797,708 $10,059,885 $10,003,551 $ 8,748,916 $ 8,451,561
Expenses (9,793,992) (9,138,331) (8,863,417) (7,977,428) (7,934,674)
----------- ----------- ----------- ----------- -----------
Net Income $ 1,003,716 $ 921,554 $ 1,140,134 $ 771,488 $ 516,887
=========== =========== =========== =========== ===========
Distributions to
Limited Partners,
per Unit $ 12.00 $ 11.75 $ 10.75 $ 9.25 $ 8
Income per Unit:
Class A $ 15 $ 13 $ 18 $ 8 $ 2
Class B $ 51 $ 49 $ 55 $ 46 $ 39
Weighted average
number of Units
outstanding:
Class A 20,230 20,230 20,230 20,230 20,230
Class B 9,770 9,770 9,770 9,770 9,770
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Capital Resources
The capital formation phase of the Partnership began on February 10,
1986, when Aztec Estates and Kings Manor were purchased by the Partnership and
operations commenced. On March 4, 1986, and March 27, 1986, Old Dutch Farms and
Park of the Four Seasons were purchased, respectively. From the $30,000,000
capital raised from the sale of the units, $26,400,000 was used to purchase the
four Properties after deducting sales commissions, advisory fees and other
organization and offering costs.
In an effort to provide Limited Partners with a full return of original
capital contributions of $1,000 per unit, the General Partner, with majority
consent from the Limited Partners, mortgaged the four Properties owned by the
Partnership on March 25, 1997 in the aggregate amount of $33,500,000. The
General Partner acknowledges that the mortgages impose some risks to the
Partnership, but considers that such risks are not greater than risks typically
associated with real estate financing.
Liquidity
The Partnership has, since inception, generated adequate amounts of
cash to meet its operating needs. The Partnership retains cash reserves, which
it considers adequate to maintain the Properties. All funds in excess of
operating needs, amounts sufficient to pay debt service, and cash reserves have
been distributed to the Partners quarterly.
While the Partnership is not required to maintain a working capital
reserve, it has not distributed all the cash generated from operations in order
to build cash reserves. As of December 31, 2002, the Partnerships cash balance
amounted to $607,207. The amount of any funds placed in reserves is at the
discretion of the General Partner. The Partnership expects to generate adequate
amounts of cash to meet its operating needs and debt service during the next
fiscal year.
The Partnership has a renewable line of credit of $1,000,000 with National City
Bank of Michigan/Illinois (formerly First of America Bank). The interest rate
floats 180 basis points above 1 month LIBOR, which on December 31, 2002 was
3.63%. The sole purpose for the line of credit is to purchase new and used homes
to be used as model homes and offered for sale with the Partnership's
communities. Over the past five years, sales of the new and used model homes has
been steady and the General Partner believes that continuing the model home
program is in the best interest of the Partnership. As of December 31, 2002, the
outstanding balance on the line of credit was $195,755. During 2002, the General
Partner has determined that cash reserves are adequate, and that the Partnership
may therefore pay down the outstanding balance on the line of credit. If the
Partnership's consultant, Manufactured Housing Services, agrees with the
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Partnership's intent to pay down the balance, the General Partner intends to
make payments quarterly until the balance is paid in full.
On March 25, 1997, the Partnership completed the Financing pursuant to
which the Partnership borrowed $33,500,000 from Nomura Asset Capital Corporation
and secured the borrowing with liens on its Properties. The note is payable in
monthly installments of $251,439, including interest, through March 2027. The
interest rate is 8.24% per annum through June 2007; thereafter, the interest
rate will be adjusted based on the provisions of the note agreement. The loan
may be prepaid without penalty beginning in January 2007.
On March 26,1997, the Partnership distributed $30,000,000 of the
financing proceeds to the Limited Partners, representing a full return of
original capital contributions of $1,000 per Unit held. The Partnership
continues its operations and expects to be able to continue to pay cash
distributions to the Limited Partners although, in amounts substantially lower
than paid prior to the financing due to payment of debt service resulting from
the Financing. Limited Partners will continue to have an interest in the
Partnership. Only the original capital contributions were returned on March 26,
1997.
Future maturities on the note payable for the next five years are as
follows: 2003 - $350,000; 2004 - $372,000; 2005 - $412,000; 2006 - $450,000; and
2007 - $506,000.
Net Cash from Operations available for aggregate distributions (defined
as Net Income plus Depreciation) to all Partners during the year ended December
31, 2002 amounted to $1,921,362. Management considers Net Cash from Operations
to be a supplemental measure of the Partnership's operating performance. Net
Cash from Operations is defined to mean net income computed in accordance with
generally accepted accounting principles ("GAAP"), plus depreciation and
amortization expense. Net Cash from Operations does not represent cash generated
from operating activities in accordance with GAAP and is not necessarily
indicative of cash available to fund cash needs. Net Cash from Operations should
not be considered as an alternative to net income as the primary indicator of
the Partnership's operating performance or as an alternative to cash flow as a
measure of liquidity.
The yearly Partnership Management Distribution due and paid to the
General Partner for 2002 was $587,000, or 1.0% of the then most recent appraised
value of the properties held by the Partnership.
The cash available after payment of the Partnership Management
Distribution of $588,000 from Net Cash from Operations was $1,334,362. From this
amount the General Partner elected to make a total distribution of $450,000
during 2002, 80.0% of which, or $360,000, was paid to the Limited Partners and
20.0% of which, or $90,000, was paid to the General Partner as the Incentive
Management Interest. The remaining Net Cash from Operations was used to reduce
debt and general purposes.
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Results of Operations
a. Distributions
For the year ended December 31, 2002, the Partnership made
distributions to Limited Partners of $12.00 per Unit held, or $360,000. In 2001
the Partnership made distributions to Limited Partners of $11.75 per Unit held,
or $352,500. In 2000 the Partnership made distributions to Limited Partners of
$10.75 per Unit held, or $322,500.
The General Partner receives a quarterly Partnership Management
Distribution equal to 0.25% of the appraised value of the properties of the
Partnership (equal to $587,000 annually based on current 2002 appraisals).
Thereafter, distributions are made at the discretion of the general partner, and
are allocated 20% to the General Partner as an Incentive Management Interest and
80% to the Limited Partners. The General Partner received distributions totaling
$678,000, $678,063, and $663,939 during the years ended December 31, 2002, 2001,
and 2000, respectively.
b. Revenue
The manufactured housing industry in general has experienced declining retail
home sales due to restrictive financing. In addition, the U.S. economy has
experienced sluggish growth during 2002. Notwithstanding these adverse
conditions, the Partnership increased gross revenue by 7% from 2001 to 2002, as
a result of higher rents and home sales.
c. Net Income
For the years ended December 31, 2002, 2001 and 2000 net income was
$1,003,716, $921,554 and $1,140,134 on total revenues of $10,797,708,
$10,059,885 and $10,003,551 respectively.
Net income, plus depreciation and amortization, less distributions to
all Partners, was $883,362, $801,193 and $1,091,845, for the years ended
December 31, 2002, 2001, and 2000, respectively. The Partnership was able to
grow net income by 9% from 2001 to 2002 by controlling expenses and revenue
growth.
d. Partnership Management
Certain employees of the Partnership are also employees of affiliates
of the general partner. These employees were paid by the Partnership the amount
of $96,429, $97,652 and $81,749, in 2002, 2001 and 2000, respectively, to
perform partnership management and investor relations services for the
Partnership.
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e. Recent Accounting Pronouncements
In October 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 establishes a
single accounting model for the impairment or disposal of long-lived assets,
including discontinued operations. SFAS 144 superseded Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of (SFAS 121), and APB Opinion No.30,
Reporting the Results of Operations -- Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions. The provisions of SFAS 144 are effective in fiscal
years beginning after December 15, 2001, with early adoption permitted, and in
general are to be applied prospectively.
The Partnership adopted this standard on January 1, 2002. The
adoption had no impact on its results of operations and financial position.
f. Property Operations
Overall, the four Properties had a combined average occupancy of 91% as
of December 2002; 93% as of December 2001; and 95% as of December 2000. The
average collected monthly rent as of December 2002 (not a weighted average) was
approximately $455 per home-site verses $443 as of December 2001 and $429 as of
December 2000.
TOTAL
SITES OCCUPIED SITES OCCUPANCY RATE AVERAGE RENT
- --------------------------------------------------------------------------------------------------------------------
2002 2001 2000 2002 2001 2000 2002 2001 2000
---- ---- ---- ---- ---- ---- ---- ---- ----
Aztec Estates 645 552 568 591 86% 88% 92% $493 $485 $472
Kings Manor 314 305 298 294 97 95 94 479 466 451
Old Dutch Farms 293 254 268 279 87 92 95 440 427 415
Park 4 Seasons 572 555 568 571 97 99 100 405 391 377
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Overall 1,824 1,666 1,702 1,735 91% 93% 95% $455 $443 $429
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The table below summarizes gross revenues and net operating income for
the Partnership and Properties during 2002, 2001 and 2000.
GROSS REVENUE NET OPERATING INCOME
AND NET INCOME
- ---------------------------------------------------------------------------------------------------------------------------------
2002 2001 2000 2002 2001 2000
---- ---- ------ ---- ---- ----
Aztec Estates $ 4,220,557 $ 4,017,927 $ 4,023,970 $ 1,576,265 $ 1,549,088 $ 1,886,589
Kings Manor 2,208,754 1,852,851 1,803,177 1,136,743 1,019,435 950,406
Old Dutch Farms 1,541,086 1,385,427 1,395,018 764,565 792,339 818,893
Park of the Four Seasons 2,810,588 2,753,957 2,664,157 1,692,116 1,661,279 1,656,005
----------- ----------- ----------- ----------- ----------- -----------
$10,780,985 $10,010,162 $ 9,886,262 $ 5,169,689 $ 5,022,141 $ 5,311,893
Partnership
Management $ 16,723 $ 49,723 $ 117,289 (220,418) (200,408) (148,266)
Other Non-Recurring
Expenses (345,639) (269,305) (308,561)
Debt Service (2,682,270) (2,720,672) (2,776,782)
Depreciation and
Amortization (917,646) (910,202) (938,150)
----------- ----------- -----------
TOTAL: $10,797,708 $10,059,885 $10,003,551 $ 1,003,716 $ 921,554 $ 1,140,134
COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001
Gross revenues increased $737,823 or 7% to $10,797,708 in 2002,
compared to $10,059,885 in 2001. The increase was primarily the result of higher
income from home sales and rent increases. Rental Income increased $109,000 Due
to higher site rent, which more than offset lower occupancy. Home Sale Income
increased by $626,000 due to aggressive sales and marketing campaigns.
The Partnership's operating expenses increased, from $9,138,331 in
2001, to $9,793,992 in 2002 or 7% due to higher property taxes, higher home sale
expense and increased administrative costs. Administrative expenses and property
taxes increased slightly, but a significant drop in property operations expense
offset those increases. Home sales expense increased due to higher sales
volumes.
As a result of the foregoing factors, net income increased from
$921,554 in 2001 to $1,003,716 in 2002, a 9% increase, as the larger revenue
base increased at the same rate as the lower expense base, resulting in higher
net income.
COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31, 2000
Gross revenues increased $56,334, or 0.5%, to $10,059,885 in 2001,
compared to $10,003,551 in 2000. The increase was primarily the result of the
increase site rental.
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The Partnership's operating expenses increased $274,914 from $8,863,417
in 2000 to $9,138,331 in 2001, due to an increase in taxes, home sale expense
and home utilities.
As a result of the foregoing factors, net income decreased from
$1,140,134 in 2000 to $921,554 in 2001, a 19% decrease as flat revenues could
not compensate for the 3% increase in expenses.
IMPORTANT DISCLOSURES
The General Partner believes it is important to disclose certain recent events
to the Limited Partners along with a description of the actions taken by the
General Partner to respond to the events.
During 2002, two prominent publicly traded companies in the manufactured housing
industry filed for protection under Chapter 11 (reorganization) of the Federal
Bankruptcy Code. The two companies were Oakwood Homes (NYSE: OH), a fully
integrated manufacturer, retailer and retail financier of manufactured homes,
and Conseco Finance Corporation, a company that provided retail financing for
manufactured homes. The companies filed for bankruptcy protection due to
declining retail sales for manufactured homes and increased default rates on
chattel mortgage loans for manufactured homes. The increase in foreclosures has
created a surplus of pre-owned homes for sale which contributed to reduced sales
of new homes, for the industry as a whole. The Partnership was able to increase
home sales nonetheless by selling new and pre-owned homes.
In response to these industry conditions, the General Partner has increased the
retail sales activity at the Properties owned by the Partnership. This includes
purchasing a limited amount of homes in inventory for retail sale, along with
increased advertising for home sales. In addition, the Partnership has engaged
in a very limited amount of retail financing of manufactured homes, in order to
facilitate sales. The maximum term of the retail contracts is 10 years,
significantly less than is generally available from retail lenders. This shorter
amortization creates a faster return of principal and thereby reduces the risk
of loss. The total amount of retail loans at this time is also not material
relative to the total assets and revenues of the Partnership. The General
Partner believes that this retail sales and finance activity is an important
part of increasing occupancy and thereby rental income. To date, the delinquency
and default rates of the retail loans have been minimal. However, the General
Partner will continue to monitor the portfolio and adjust its underwriting
criteria accordingly.
ITEM 7A. 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.
-13-
Note Payable: At December 31, 2002 the Partnership had a note payable
outstanding in the amount of $31,939,585. Interest on this note is at a fixed
annual rate of 8.24% through June 2007.
Line-of-Credit: At December 31, 2002 the Partnership owed $195,755
pursuant to its line-of-credit agreement, whereby interest is charged at a
variable rate of 1.80% in excess of LIBOR which as of December 31, 2002 totaled
3.63%.
A 10% adverse change in interest rates on the portion of the
Partnership's debt bearing interest at variable rates would result in an
increase in interest expense of less than $10,000.
The Partnership does not enter into financial instruments transactions
for trading or other speculative purposes or to manage its interest rate
exposure.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Partnership's financial statements for the fiscal years ended
December 31, 2002, 2001 and 2000, and supplementary data are filed with this
Report under Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in the Partnership's independent public
accountants nor have there been any disagreements during the past two fiscal
years.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership, as an entity, does not have any officers or directors.
The General Partner of the Partnership is P.I. Associates Limited Partnership.
P.I. Associates is a Michigan limited partnership. From November 1985 until
March 19, 1997, Paul M. Zlotoff served as the sole general partner of P.I.
Associates. In order to address concerns raised by the lender in connection with
the Financing, on March 19, 1997, GP P.I. Associates Corp. was admitted as a
corporate General Partner of the P.I. Associates. GP P.I. Associates Corp. is
wholly owned by Paul M. Zlotoff. Under the amended partnership agreement of P.I.
Associates, all actions taken by P.I. Associates must be approved by both
general partners.
Information concerning Mr. Zlotoff's age and principal occupations
during the last five years or more is as follows:
Paul M. Zlotoff, 53, is and has been an individual general partner of
P.I. Associates since its inception in May 1985. Mr. Zlotoff became the Chairman
of Uniprop, Inc. in May
-14-
1986 and was its President from 1979 through 1997. He is also an individual
general partner of Genesis Associates Limited Partnership, the general partner
of Uniprop Manufactured Housing Communities Income Fund II, a public limited
partnership, which owns and operates nine manufactured housing communities. Mr.
Zlotoff currently, and in the past, has acted as the general partner for various
other limited partnerships owning manufactured home communities, as well as some
commercial properties.
The following individuals are the directors and officers of GP P.I.
Associates Corp.:
Name and Age Position Held
- ------------ -------------
Paul M. Zlotoff, 53 Director and President
Gloria Koster, 49 Secretary/Treasurer
Arthur Weiss, 53 Independent Director
Charles Soberman, 53 Director/Vice President
Arthur Weiss, 53 has been practicing law at Jaffe, Raitt, Heuer &
Weiss, Professional Corporation ("JRH&W"), which has represented the company in
various matters since 1976. Mr. Weiss is currently a shareholder, director and
vice president of JRH&W.
Arthur Weiss is an Independent Director, meaning that he has not been,
at any time, in the five years preceding his appointment: (a) a stockholder,
director, officer, employee, or partner of GP P.I. Associates Corp., P.I.
Associates, or the Partnership; (b) a customer, supplier, or other person who
derives more than 10% of its purchases or revenues from its activities with GP
P.I. Associates Corp., P.I. Associates, or the Partnership; (c) a person or
other entity controlling or under common control with any such stockholder,
partner, customer, supplier or other person referenced in subparagraph (a) or
(b) above; or (d) a member of the immediate family of any such stockholder,
director, officer employee, partner, customer, supplier or other person
referenced in subparagraph (a) or (b) above.
Charles Soberman, 53 joined Uniprop, Inc. in June 1999 as its Chief
Executive Officer and Executive Vice President. Mr. Soberman's responsibilities
include supervision of property operations and corporate oversight. Mr. Soberman
has a law degree from The Harvard Law School and an M.B.A. from Michigan State
University. Mr. Soberman also has a B.A. from the University of Michigan. From
1979 through 1996, he was President of Mercury Paint Company, a manufacturer and
retailer of coatings and allied products. From 1996 to 1999 Mr. Soberman was a
Senior Lecturer at Wayne State University School of Business Administration.
-15-
Gloria Koster, 49 Joined Uniprop, Inc, in July 1989. In addition to
general executive, administrative and financial assignments, Ms. Koster's
responsibilities encompass financial reporting for the company's public and
private limited partnerships.
Roger Zlotoff, 42 became Chief Investment Officer of Uniprop, Inc. on
October 18, 1999. Mr. Zlotoff is primarily responsible for raising equity
capital, managing partnership investments, evaluating acquisitions of existing
properties and leading the development process for new properties. From 1997 to
1999, Mr. Zlotoff served as Director of Business Development for Vistana, Inc.
in Orlando, FL. Previously, Mr. Zlotoff was Managing Director for Sterling
Finance International from 1994 to 1997 and was a corporate banker, with First
Union National Bank from 1988 to 1994. Mr. Zlotoff received his B.A. from the
University of Central Florida as a philosophy major, and received his Master
Degree in International Business from the University of South Carolina.
Paul M. Zlotoff and Roger Zlotoff are brothers.
Under the Articles of Incorporation of GP P.I. Associates Corp., until
such time as the notes payable to the lender in connection with the Financing
have been discharged and the liens have been released from the Properties,
certain major corporate actions may be taken only with the unanimous vote of the
directors of GP P.I. Associates Corp. These actions include:
a) Filing or consenting to the filing of any bankruptcy, insolvency or
reorganization case or proceeding, instituting any proceedings under any
applicable insolvency law or otherwise seeking relief under any laws relating to
the relief from debts or the protection of debtors generally;
b) Seeking or consenting to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator, custodian or any similar official for GP P.I.
Associates Corp., P.I. Associates, or the Partnership or a substantial portion
of any of their properties;
c) Making any assignment for the benefit of the creditors of GP P.I.
Associates Corp., P.I. Associates, or the Partnership; or
d) Taking any action in furtherance of the foregoing subparagraphs (a)
through (c).
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no executive officers and therefore, no officers
received a salary or remuneration exceeding $100,000 during the last fiscal
year. The General Partner of the Partnership and an affiliate, Uniprop, Inc.,
received certain compensation and fees during the fiscal year in the amounts
described in Item 13. The Partnership anticipates that it will provide similar
compensation to the General Partner and Uniprop, Inc. during the next fiscal
year.
-16-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Partnership is a limited partnership formed pursuant to the
Michigan Uniform Limited Partnership Act, as amended. The General Partner, P.I.
Associates Limited Partnership, is vested with full authority as to the general
management and supervision of the business and other affairs of the Partnership,
subject to certain constraints in the partnership agreement and consulting
agreement. Limited Partners have no right to participate in the management of
the Partnership and have limited voting privileges only on certain matters of
fundamental significance. To the Partnership's knowledge, no person owns of
record or beneficially, more than five percent of the Partnership's Units.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following discussion describes all of the types of compensation,
fees or other distributions paid by the Partnership or others to the General
Partner or its affiliates from the operations of the Partnership during the last
fiscal year, as well as certain of such items which may be payable during the
next fiscal year. Certain of the following arrangements for compensation and
fees were not determined by arm's length negotiations between the General
Partner, its affiliates and the Partnership.
Paul M. Zlotoff has an interest in the successors to the sellers of all
the Properties acquired by the Partnership and may be entitled to share in a
Contingent Purchase Price with respect to each Property, when and if the
successors to the sellers become entitled thereto. Each of the sellers has been
dissolved and liquidated and their interests in the Contingent Purchase Price
have been assigned to certain partners of the General Partner. The Contingent
Purchase Price for each Property was determined by reference to the average of
two independent real estate appraisals that were obtained by the General
Partner. Such appraisals are only estimates of value and are not necessarily
indicative of the actual real estate value. Each seller becomes entitled to any
unpaid Contingent Purchase Price upon the sale, financing or other disposition
of one or more Properties, but, only after the receipt by each Limited Partner
of any shortfall in his 9% cumulative preferred return plus the return of his
adjusted capital contribution. Because the Financing resulted in a complete
return of the Limited Partners' capital contributions, and because the Limited
Partners have received their cumulative preferred return in full, the successors
to the sellers did receive $1,500,000 in partial payment of the Contingent
Purchase Price on or about May 15, 1997. The maximum amounts which could be
payable to the successors to the sellers are as follows: Aztec Estates,
$1,374,323; Kings Manor, $529,724; Old Dutch Farms, $452,359; and Park of the
Four Seasons, $1,113,594. The partial payment made for each property was as
follows: Aztec Estates, $594,088; Kings Manor, $228,987; Old Dutch Farms,
$195,544; and Park of the 4 Seasons, $481,381. The maximum amounts remaining
which could be payable to the successors of the sellers are as follows: Aztec
Estates, $780,235; Kings Manor, $300,737; Old Dutch Farms, $256,815; and Park of
the Four Seasons, $632,213. The actual amounts to be received, if any, will
depend upon the results of the Partnership's operations and the amounts received
upon the sale, financing or other disposition of the Properties and are not
determinable at this time.
-17-
The Partnership paid and will continue to pay an Incentive Management
Interest to the General Partner for managing the Partnership's affairs,
including: determining distributions, negotiating agreements, selling or
financing properties, preparing records and reports, and performing other
ongoing Partnership responsibilities. As a result of the Financing and full
return of the $30,000,000 original capital contributions of the Limited
Partners, no further Preferred Return or Cumulative Return will apply, and the
payment of the Incentive Management Interest will not be contingent on the
satisfaction of those returns. The Incentive Management Interest is
discretionary and is based on 20% of the net cash from operations (cash revenues
less cash operating expenses and specified reserves) in any taxable year. For
the year ended December 31, 2002, the General Partner had received a
distribution of $90,000. The actual amount to be received in future years will
depend upon the results of the Partnership's operations and is not determinable
at this time. Because the Limited Partners have received the return of their
adjusted capital contributions, the General Partner also has a right to receive
20% of any sale or financing proceeds.
The General Partner is also entitled to a quarterly Partnership
Management Distribution equal to one-fourth of 1% of the most recent appraised
value of the Properties of the Partnership. The Partnership Management
Distribution for each quarter is paid in arrears, 45 days after the end of each
fiscal quarter. The Partnership Management Distribution was proposed by the
General Partner and approved by the Limited Partners to compensate, in part, for
the substantial reduction in the amounts expected to be paid to the General
Partner pursuant to the Incentive Management Interest following the Financing.
Based on the Properties' March 2002 aggregate appraised value of $58,700,000,
the Partnership Management Distribution due to the General Partner was $587,000.
The Partnership Management Distribution paid to the General Partner during 2002
was $588,000, a portion of which was calculated on the 2001 aggregate appraised
value of $59,100,000. As of December 31, 2002, the Partnership Management
Distribution due the General Partner totaled $147,750. This amount was paid to
the General Partner on February 15, 2003 from cash reserves. Based on the
Properties' March 2003 aggregate appraised value of $60,350,000, the Partnership
Management Distribution due the General Partner for the Partnership's 2003,
fiscal year will be $603,500 (60,350,000 x 1.0% = $603,500).
Uniprop, Inc., an affiliate of the General Partner, received and will
receive property management fees for each Property managed by it. Uniprop, Inc.
is primarily responsible for the day-to-day management of the Properties and for
the payment of the costs of operating each Property out of the rental income
collected. The property management fees are equal to the lesser of 5% of the
annual gross receipts from the Properties managed by Uniprop, Inc., or the
amount which would be payable to an unaffiliated third party for comparable
services. During the last fiscal year, Uniprop, Inc. received the property
management fees totaling $449,867. In addition, certain employees of the
Partnership are also employees of affiliates of the General Partner. During the
last fiscal year, these employees received an aggregate of $96,429 for
performing partnership management, data processing and investor relations'
services for the Partnership. The
-18-
actual amounts to be received during the next fiscal year will depend upon the
results of the Partnership's operations and are not determinable at this time.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The President, Director, Chief Financial Officer, and Controller of
Uniprop, Inc. have reviewed and evaluated the effectiveness of our disclosure
controls and procedures ( as defined in Exchange Act Rules 240.13a-14(c) and
15d-14(c) within 90 days before the filing of this annual report. Based on that
evaluation, we have concluded that our current disclosure controls and
procedures are effective and timely, providing them with material information
relating to that required to be disclosed in the reports we file or submit under
the Exchange Act.
Changes in Internal Controls
There have not been any significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation. We are not aware of any significant deficiencies
or material weaknesses, therefore no corrective actions were taken.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
(1) The following financial statements and related documents are filed
with this Report:
(i) Report of Independent Certified Public Accountants
(ii) Balance Sheets as of December 31, 2002 and 2001 and
Statements of Income for the fiscal years ended
December 31, 2002, 2001 and 2000
(iii) Statements of Partners' Equity for the fiscal years
ended December 31, 2002, 2001 and 2000
(iv) Statements of Cash Flows for the fiscal years ended
December 31, 2002, 2001 and 2000
(2) The following financial statement schedule is filed with this
report:
-19-
Schedule III - Real Estate and Accumulated
Depreciation for the fiscal years ended December 31,
2002, 2001 and 2000
(3) Exhibits
The following exhibits are incorporated by reference to the S-11
Registration Statement of the Partnership filed June 4, 1985, as amended on
August 1, 1985 and September 11, 1985:
3(a) Amended Certificate of Limited Partnership for the Partnership
3(b) Agreement of Limited Partnership for the Partnership
10(a) Form of Management Agreement between the Partnership and
Uniprop, Inc.
The following exhibits are incorporated by reference to the Form 10-K
for fiscal year ended December 31, 1997:
3(c) Certificate of Amendment to the Certificate of Limited
Partnership for the Partnership (originally filed with Form
10-Q for the fiscal quarter ended June 30, 1986).
4 Form of Certificate of Limited Partnership Interest in the
Partnership (Originally filed with Form 10-K for the fiscal
year ended December 31, 1986)
10(c) Contingent Purchase Price Agreement between the Partnership,
Aztec Estates (Originally filed with Form 10-K for the fiscal
year ended December 31, 1987)
10(d) Contingent Purchase Price Agreement between the Partnership
and O.D.F. Mobile Home Park (Originally filed with Form 10-K
for the fiscal year ended December 31, 1987)
10(e) Contingent Purchase Price Agreement between the Partnership
and The Park of the Four Seasons (Originally filed with Form
10-K for the fiscal year ended December 31, 1987)
The following exhibits are attached to this Report:
10(f) First Amended and Restated Consulting Agreement among the
Partnership, the General Partner and the Consultant.
28 Letter summary of the estimated fair market values of the
Partnership's four Manufactured housing communities, as of
March 1, 2003.
(b) Reports on Form 8-K
-20-
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Uniprop Manufactured Housing
Communities Income Fund
(a Michigan limited partnership)
We have audited the accompanying balance sheets of Uniprop Manufactured Housing
Communities Income Fund (a Michigan limited partnership), as of December 31,
2002 and 2001, and the related statements of income, partners' equity (deficit)
and cash flows for each of the three years in the period ended December 31,
2002. We have also audited the schedule listed under Item 14 of Form 10-K. These
financial statements and the schedule are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and the schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and the schedule are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and the schedule. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements and the
schedule. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Uniprop Manufactured Housing
Communities Income Fund at December 31, 2002 and 2001 and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.
Also, in our opinion, the schedule listed under Item 14 of Form 10-K presents
fairly, in all material respects, the information set forth therein.
BDO SEIDMAN, LLP
February 7, 2003
21
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
BALANCE SHEETS
December 31, 2002 2001
=====================================================================================================================
ASSETS
PROPERTY AND EQUIPMENT (Note 2)
Buildings and improvements $ 25,249,181 $ 24,444,204
Land 5,280,000 5,280,000
Furniture and equipment 213,513 207,164
- ---------------------------------------------------------------------------------------------------------------------
30,742,694 29,931,368
Less accumulated depreciation 13,011,689 12,196,191
- ---------------------------------------------------------------------------------------------------------------------
NET PROPERTY AND EQUIPMENT 17,731,005 17,735,177
Cash 607,207 902,752
Cash -- security deposit escrow 305,158 305,158
Manufactured homes and improvements 1,152,759 1,126,173
Unamortized financing costs 366,548 452,548
Other assets (Note 3) 727,650 832,244
- ---------------------------------------------------------------------------------------------------------------------
$ 20,890,327 $ 21,354,052
=====================================================================================================================
LIABILITIES AND PARTNERS' DEFICIT
Note payable (Note 2) $ 31,939,585 $ 32,273,332
Line-of-credit (Note 4) 195,755 270,755
Accounts payable 120,004 159,551
Other liabilities (Note 5) 773,368 754,515
- ---------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 33,028,712 33,458,153
- ---------------------------------------------------------------------------------------------------------------------
PARTNERS' EQUITY (DEFICIT)
Class A limited partners (9,421,318) (9,480,901)
Class B limited partners 944,184 560,794
General partner (3,661,251) (3,183,994)
- ---------------------------------------------------------------------------------------------------------------------
TOTAL PARTNERS' DEFICIT (12,138,385) (12,104,101)
- ---------------------------------------------------------------------------------------------------------------------
$ 20,890,327 $ 21,354,052
=====================================================================================================================
See accompanying notes to financial statements.
22
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
Year Ended December 31, 2002 2001 2000
======================================================================================================================
INCOME
Rental $ 8,561,605 $ 8,452,500 $ 8,358,102
Home sale income 1,780,751 1,154,868 1,142,160
Other 455,352 452,517 503,289
- ----------------------------------------------------------------------------------------------------------------------
10,797,708 10,059,885 10,003,551
- ----------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Administrative (Note 6) 1,874,648 1,842,364 1,796,730
Property taxes 950,624 911,649 852,105
Utilities 542,070 556,798 487,468
Property operations 1,150,933 995,859 916,301
Depreciation and amortization 917,646 910,202 938,150
Interest 2,682,270 2,720,672 2,776,782
Home sale expense 1,675,801 1,200,787 1,095,881
- ----------------------------------------------------------------------------------------------------------------------
9,793,992 9,138,331 8,863,417
- ----------------------------------------------------------------------------------------------------------------------
NET INCOME $ 1,003,716 $ 921,554 $ 1,140,134
======================================================================================================================
INCOME PER LIMITED PARTNERSHIP UNIT (Note 8)
Class A $ 14.95 $ 12.85 $ 18.32
Class B $ 51.24 $ 48.85 $ 55.43
DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT (Note 8)
Class A $ 12.00 $ 11.75 $ 10.75
Class B $ 12.00 $ 11.75 $ 10.75
NUMBER OF LIMITED PARTNERSHIP
UNITS OUTSTANDING
Class A 20,230 20,230 20,230
Class B 9,770 9,770 9,770
NET INCOME ALLOCABLE TO GENERAL PARTNER $ 200,743 $ 184,311 $ 228,027
DISTRIBUTIONS ALLOCABLE TO GENERAL PARTNER $ 678,000 $ 678,063 $ 663,939
======================================================================================================================
See accompanying notes to financial statements.
23
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
TOTAL
Class A Class B PARTNERS'
General Limited Limited EQUITY
Partner Partners Partners (DEFICIT)
=============================================================================================================================
BALANCE, January 1, 2000 $ (2,254,330) $ (9,656,324) $ (238,133) $ (12,148,787)
Distributions to partners (663,939) (217,473) (105,027) (986,439)
Net income for the year 228,027 370,590 541,517 1,140,134
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 2000 (2,690,242) (9,503,207) 198,357 (11,995,092)
Distributions to partners (678,063) (237,703) (114,797) (1,030,563)
Net income for the year 184,311 260,009 477,234 921,554
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 2001 (3,183,994) (9,480,901) 560,794 (12,104,101)
Distributions to partners (678,000) (242,760) (117,240) (1,038,000)
Net income for the year 200,743 302,343 500,630 1,003,716
- -----------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 2002 $ (3,661,251) $ (9,421,318) $ 944,184 $(12,138,385)
=============================================================================================================================
See accompanying notes to financial statements.
24
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
2002 2001 2000
Year Ended December 31,
========================================================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,003,716 $ 921,554 $ 1,140,134
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation 831,646 824,202 850,150
Amortization 86,000 86,000 88,000
Increase in homes and improvements (26,586) (103,456) (20,037)
(Increase) decrease in other assets 104,594 60,021 (598,811)
Increase (decrease) in accounts payable (39,547) 88,643 (126,902)
Increase (decrease) in other liabilities 18,853 16,061 (136,482)
- ------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,978,676 1,893,025 1,196,052
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of property and equipment (827,474) (100,208) (247,158)
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners (1,038,000) (1,030,563) (986,439)
Repayment of note payable (333,747) (307,086) (298,687)
Net payments under line of credit (75,000) (29,245) (300,000)
- ------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (1,446,747) (1,366,894) (1,585,126)
- ------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH (295,545) 425,923 (636,232)
CASH, at beginning of year 902,752 476,829 1,113,061
- ------------------------------------------------------------------------------------------------------------------------
CASH, at end of year $ 607,207 $ 902,752 $ 476,829
========================================================================================================================
See accompanying notes to financial statements.
25
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
ORGANIZATION AND BUSINESS
1. SUMMARY OF ACCOUNTING
POLICIES
Uniprop Manufactured Housing Communities
Income Fund, a Michigan Limited
Partnership (the "Partnership")
acquired, maintains, operates and will
ultimately dispose of income producing
residential real properties consisting
of four manufactured housing communities
(the "properties") located in Florida,
Minnesota and Michigan. The Partnership
was organized and formed under the laws
of the State of Michigan on May 16,
1985.
The general partner of the Partnership
is P. I. Associates Limited Partnership.
Taxable investors acquired 20,230 Class
A units, and 9,770 Class B units were
acquired by tax exempt investors.
Depreciation is allocated only to
holders of Class A units and to the
general partner.
USE OF ESTIMATES
The preparation of financial statements
in conformity with generally accepted
accounting principles requires
management to make estimates and
assumptions that affect the reported
amounts of (1) assets and liabilities
and the disclosure of contingent assets
and liabilities as of the date of the
financial statements, and (2) revenues
and expenses during the reporting
period. Actual results could differ from
these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the
Partnership's financial instruments,
which consist of cash, the
line-of-credit and note payable,
approximate their fair values.
26
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
PROPERTY AND EQUIPMENT
Property and equipment are stated at
cost. Depreciation is provided using the
straight-line method over a period of
thirty years except for furniture and
equipment which is depreciated over a
period ranging from three to ten years.
Accumulated depreciation for tax
purposes was $14,706,409 and $13,725,888
as of December 31, 2002 and 2001,
respectively.
Long-lived assets, such as property and
equipment, are evaluated for impairment
when events or changes in circumstances
indicate that the carrying amount of the
assets may not be recoverable through
the estimated undiscounted future cash
flows from the use of these assets. When
any such impairment exists, the related
assets will be written down to fair
value. No impairment loss recognition
has been required through December 31,
2002.
MANUFACTURED HOMES AND IMPROVEMENTS
Manufactured homes and improvements are
stated at the lower of cost or market
and represent manufactured homes held
for sale.
FINANCING COSTS
As a result of management's present
intent to refinance the note payable
after ten years, costs to obtain the
1997 financing (see Note 2) are
amortized over a ten-year period.
REVENUE RECOGNITION
Rental income attributable to leases is
recorded when due from the lessees.
INCOME TAXES
Federal income tax regulations provide
that any taxes on income of a
partnership are payable by the partners
as individuals. Therefore, no provision
for such taxes has been made at the
partnership level.
27
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
RECLASSIFICATIONS
Certain amounts in prior years'
financial statements have been
reclassified to conform with current
year's presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2001, the Financial
Accounting Standards Board issued
Statement of Financial Accounting
Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived
Assets (SFAS 144). SFAS 144 establishes
a single accounting model for the
impairment or disposal of long-lived
assets, including discontinued
operations. SFAS 144 superseded
Statement of Financial Accounting
Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of
(SFAS 121), and APB Opinion No. 30,
Reporting the Results of
Operations--Reporting the Effects of
Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently
Occurring Events and Transactions. The
provisions of SFAS 144 are effective in
fiscal years beginning after December
15, 2001, with early adoption permitted,
and in general are to be applied
prospectively.
The Partnership adopted this standard on
January 1, 2002. The adoption had no
impact on its results of operations and
financial position.
2. NOTE PAYABLE In 1997, the Partnership entered into a
$33,500,000 note payable agreement. The
borrowings are secured by mortgages on
the Partnership's properties and the
assignment of all current and future
leases and rents. The note is payable in
monthly installments of $251,439,
including interest, through March 2027.
The interest rate is 8.24% per annum
through June 2007; thereafter, the
interest rate will be adjusted based on
the provisions of the note agreement.
The loan may be prepaid without penalty
beginning in January 2007. There are
certain requirements and restrictions
contained in the note payable agreement.
The Partnership is in compliance with
these requirements.
28
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
The proceeds of the note were used
primarily to return to the limited
partners their original $30,000,000
capital contribution, to pay certain
amounts to the general partner as
described in Note 6, and to pay related
financing costs.
Future maturities on the note payable
for the next five years are as follows:
2003 - $350,000; 2004 - $372,000; 2005 -
$412,000; 2006 - $450,000; and 2007 -
$506,000.
3. OTHER ASSETS At December 31, 2002 and 2001, "Other
Assets" included cash of approximately
$399,000 and $601,000, respectively, in
an escrow account for property taxes,
capital improvements, and debt service
payments, as required by the
Partnership's note payable agreement,
which is restricted from operating use.
4. LINE-OF-CREDIT The Partnership currently has an
unsecured $1,000,000 revolving
line-of-credit agreement with a bank
that expires in October 2003. Interest
on outstanding balances is charged at
1.80% in excess of LIBOR; the
Partnership's interest rate at December
31, 2002 was 3.63%.
5. OTHER LIABILITIES Other liabilities consisted of:
December 31, 2002 2001
=============================================================================
Tenants' security deposits $ 576,476 $ 566,283
Accrued interest 153,523 155,127
Other 43,369 33,105
-----------------------------------------------------------------------------
TOTAL $ 773,368 $ 754,515
=============================================================================
6. RELATED PARTY TRANSACTIONS MANAGEMENT AGREEMENT
The Partnership has an agreement with an
affiliate of the general partner to
manage the properties owned by the
Partnership. The management agreement is
automatically renewable annually, but
may be terminated by either party upon
sixty days written notice. The property
management fee is the lesser of 5% of
annual gross receipts from the
properties managed, or the amount which
would be payable to an unaffiliated
third party for comparable services.
29
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
FEES AND EXPENSES
During the years ended December 31,
2002, 2001 and 2000 the affiliate earned
property management fees of $449,867,
$443,123, and $440,267, respectively, as
permitted in the Agreement of Limited
Partnership. These fees are included
with "Administrative" expenses in the
respective statements of income. The
Partnership was owed $12,133 and $7,020
by the affiliate at December 31, 2002
and 2001, respectively.
CONTINGENT PURCHASE PRICE
The general partner of P.I. Associates
has an interest in the sellers of all
the properties acquired by the
Partnership and is entitled to share in
a contingent purchase price with respect
to each property. Each seller will
become entitled to any unpaid contingent
purchase price upon the sale, financing
or other distribution of one or more of
the properties, but only after the
receipt by the limited partners of any
shortfall in their 9% cumulative
preferred return, plus the return of
their adjusted capital contribution.
Since inception of the Partnership,
there has been no shortfall in the 9%
cumulative return and, as described in
Note 2, the Partnership used a portion
of the proceeds from the 1997 financing
to return the limited partners' original
capital contribution. In addition,
$1,500,000 of the proceeds from the
financing transaction was used to make a
partial payment in 1997 on the
contingent purchase price. The total
remaining contingent purchase price will
not exceed $1,970,000. Additional
amounts to be paid, if any, will depend
upon the results of the Partnership's
operations and the amounts received upon
the sale, financing or other disposition
of the properties; such amounts are not
determinable at this time. Therefore, no
liability related to this remaining
contingency has been recorded at
December 31, 2002.
30
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2002 2001 2000
7. RECONCILIATION OF ============================================================================
FINANCIAL STATEMENT
INCOME AND TAXABLE Income per the financial
INCOME statements $ 1,003,716 $ 921,554 $ 1,140,134
Adjustments to depreciation
for difference in methods (165,022) (129,535) 17,257
Adjustments for prepaid
rent, meals and
entertainment 10,887 5,550 (9,867)
---------------------------------------------------------------------------
Income Per the Partnership's
Tax Return $ 849,581 $ 797,569 $ 1,147,524
===========================================================================
8. PARTNERS' CAPITAL Subject to the orders of priority under
certain specified conditions more fully
described in the Agreement of Limited
Partnership (as amended on February 6,
1997), distributions of partnership
funds and allocations of net income from
operations are principally determined as
follows:
DISTRIBUTIONS
The general partner receives a quarterly
Partnership Management Distribution
equal to .25% of the appraised value of
the properties of the Partnership (equal
to $587,000 annually based on current
2002 appraisals). Thereafter,
distributions are made at the discretion
of the general partner, and are
allocated 20% to the general partner as
an Incentive Management Interest and 80%
to the limited partners.
ALLOCATION OF NET INCOME
Net income is to be allocated in the
same manner as distributions except
that:
a) Depreciation expense is allocated
only to the general partner and
the Class A (taxable) limited
partners and,
b) In all cases, the general partner
is to be allocated at least 1% of
all Partnership items.
31
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
9. SUPPLEMENTAL CASH Cash paid for interest totaled
FLOW INFORMATION approximately $2,684,000, $2,722,000,
and $2,777,000 in 2002, 2001 and 2000,
respectively.
10. INTERIM RESULTS The following summary represents the
(UNAUDITED) unaudited results of operations of the
Partnership, expressed in thousands
except per unit amounts, for the periods
from January 1, 2001 through December
31, 2002:
Three Months Ended
--------------------------------------------------------------------------------------------
2002 March 31, June 30, September 30, December 31,
============================================================================================
REVENUES $ 2,578 $ 3,043 $ 2,678 $ 2,499
============================================================================================
NET INCOME $ 269 $ 317 $ 241 $ 177
============================================================================================
INCOME PER LIMITED PARTNERSHIP UNIT
Class A $ 4 $ 5 $ 3 $ 3
Class B $ 13 $ 15 $ 13 $ 10
============================================================================================
Three Months Ended
--------------------------------------------------------------------------------------------
2001 March 31, June 30, September 30, December 31,
============================================================================================
REVENUES $ 2,484 $ 2,430 $ 2,541 $ 2,605
============================================================================================
NET INCOME $ 268 $ 274 $ 336 $ 44
============================================================================================
INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT
Class A $ 4 $ 4 $ 6 $ (1)
Class B $ 14 $ 13 $ 15 $ 7
============================================================================================
11. MATERIAL FOURTH During 2001, the Partnership made
QUARTER ADJUSTMENTS adjustments which are material to the
fourth quarter results. These
adjustments included an increase in
property taxes of approximately $65,000
due to assessments received higher than
estimated amounts and write-downs to
fair value of manufactured homes
totaling $70,000 due to changing market
conditions.
32
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2002
Column A Column B Column C Column D
- ----------------------- ------------- ---------------------------- ------------------------
Costs
Capitalized
Subsequent to
Initial Cost Acquisition
---------------------------- ------------------------
Buildings and Buildings and
Description Encumbrance Land Improvements Land Improvements
===================================================================================================
Aztec Estates
(Margate, FL) $ 12,085,418 $ 2,199,868 $ 8,799,475 $ - $ 1,513,018
Kings Manor
(Ft. Lauderdale, FL) 6,098,031 847,923 3,391,694 - 452,722
Park of the Four
Seasons
(Blaine, MN) 8,290,856 1,508,121 6,032,483 - 984,727
Old Dutch Farms
(Novi, MI) 5,465,280 724,088 2,896,348 - 1,178,714
- ------------------------------------------------------------------------------------------------
$ 31,939,585 $ 5,280,000 $ 21,120,000 $ - $ 4,129,181
================================================================================================
Column A Column E Column F Column G Column H
- ----------------------- ---------------------------------------------- ------------- ----------- ---------------
Gross Amount at Which Carried Life on Which
at Close of Period Depreciation in
---------------------------------------------- Latest Income
Buildings and Accumulated Date Statement is
Description Land Improvements Total Depreciation Acquired Computed
=========================================================================================================================
Aztec Estates
(Margate, FL) $ 2,199,868 $ 10,312,493 $ 12,512,361 $ 5,214,863 1986 30 years
Kings Manor
(Ft. Lauderdale, FL) 847,923 3,844,416 4,692,339 2,045,405 1986 30 years
Park of the Four
Seasons
(Blaine, MN) 1,508,121 7,017,210 8,525,331 3,594,462 1986 30 years
Old Dutch Farms
(Novi, MI) 724,088 4,075,062 4,799,150 1,991,289 1986 30 years
- -------------------------------------------------------------------------------------------------------------------------
$ 5,280,000 $ 25,249,181 $ 30,529,181 $ 12,846,019
=========================================================================================================================
33
UNIPROP MANUFACTURED
HOUSING COMMUNITIES INCOME FUND
(A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO SCHEDULE III
DECEMBER 31, 2002
1. RECONCILIATION OF BUILDINGS The following table reconciles buildings and improvements from January 1, 2000 to
AND IMPROVEMENTS December 31, 2002:
2002 2001 2000
==================================================================================
BALANCE, at January 1 $ 24,444,204 $ 24,350,053 $ 24,134,260
Additions to buildings and
improvements 804,977 94,151 215,793
----------------------------------------------------------------------------------
BALANCE, at December 31 $ 25,249,181 $ 24,444,204 $ 24,350,053
==================================================================================
There were no additions to land during this three-year period.
2. RECONCILIATION OF
ACCUMULATED DEPRECIATION The following table reconciles the accumulated depreciation from January 1, 2000 to
December 31, 2002:
2002 2001 2000
==================================================================================
BALANCE, at January 1 $ 12,042,940 $ 11,229,636 $ 10,400,696
Current year depreciation
expense 803,079 813,304 828,940
----------------------------------------------------------------------------------
BALANCE, at December 31 $ 12,846,019 $ 12,042,940 $ 11,229,636
==================================================================================
3. TAX BASIS OF BUILDINGS The aggregate cost of buildings and improvements for federal income tax purposes is equal
AND IMPROVEMENTS to the cost basis used for financial statements purposes.
34
The Partnership did not file any Forms 8-K during the fourth quarter of
2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Uniprop Manufactured Housing Communities Income Fund, a
Michigan Limited Partnership, has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Uniprop Manufactured Housing Communities
Income Fund, a Michigan Limited Partnership
BY: P.I. Associates Limited Partnership,
General Partner
Dated: March 24, 2003 BY: /s/ Paul M. Zlotoff
-------------------------------------
Paul M. Zlotoff, General Partner
BY: GP P.I. Associates Corp.,
General Partner
BY: /s/ Paul M. Zlotoff
-------------------------------------
Dated: March 24, 2003 Paul M. Zlotoff, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Gloria A. Koster By: /s/ Paul M. Zlotoff
-------------------------------- -------------------------------
Gloria A. Koster Paul M. Zlotoff
(Chief Financial Officer) (Principal Executive Officer)
(President & Director of
GP P.I. Associates Corp.)
Dated: March 24, 2003 Dated: March 24, 2003
By: /s/ Susann E. Szepytowski By: /s/ Charles A. Soberman
----------------------------- -------------------------------
Susann E. Szepytowski Charles A. Soberman
(Controller) (Director of GP
P.I. Associates Corp.)
Dated: March 24, 2003 Dated: March 24, 2003
35
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul M Zlotoff, certify that:
1. I have reviewed this annual report on Form 10-K of Uniprop
Manufactured Housing Income Fund;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by the annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The Registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 24, 2003 Signature: /s/ Paul M. Zlotoff
---------------------
Paul M. Zlotoff, Principal Executive Officer
President & Director of GP P.I. Associates Corp.
36
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gloria A. Koster, certify that:
1. I have reviewed this annual report on Form 10-K of Uniprop
Manufactured Housing Income Fund;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by the annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the of the disclosure controls and
procedures based on our evaluation as the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The Registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 24, 2003 Signature: /s/ Gloria A. Koster
---------------------
Gloria A. Koster, Chief Financial Officer
37
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
3(a) Amended Certificate of Incorporated by reference to
Limited Partnership for the the S-11 Registration
Partnership Statement of the Partnership
filed June 4, 1985, as amended
on August 1, 1985 and
September 11, 1985
("Registration Statement").
3(b) Agreement of Limited Incorporated by reference to
Partnership for the The Registration Statement.
Partnership
3(c) Certificate of Amendment to Incorporated by reference to
the Certificate of Limited Form 10-K for fiscal year
Partnership for the ended December 31, 1992.
Partnership (originally filed
with Form 10-Q for the fiscal
Quarter ended June 30, 1986).
3(d) First Amendment to Agreement Incorporated by reference to
of Limited Partnership Form 10-K for the fiscal year
ended December 31, 1996.
3(e) Second Amendment to Agreement Incorporated by reference to
of Limited Partnership Form 10-K for the fiscal year
ended December 31, 1996.
4 Form of Certificate of Limited Incorporated by reference to Form 10-K for
Partnership Interest in the fiscal year ended December 1997.
Partnership (originally filed
with Form 10-K for the fiscal
year ended December 31, 1986).
10(a) Form of Management Incorporated by reference to
Agreement between the The Registration Statement.
Partnership and Uniprop, Inc.
10(b) Form of Consulting Incorporated by reference to
Agreement between the The Registration Statement.
Partnership, the General
Partner and Consultant
10(c) Contingent Purchase Price Incorporated by reference to Form
Agreement between the 10-K for fiscal year ended
Partnership, Aztec Estates, December 1997.
Ltd., and Kings Manor
Associates (originally filed
with Form 10-K for the fiscal
year ended December 31, 1987)
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
10(d) Contingent Purchase Price Incorporated by reference to Form
Agreement between the 10-K for fiscal year ended
Partnership and O.D.F. December 1997.
Mobile Home Park (originally
filed with Form 10-K for the
fiscal year ended
December 31, 1987
10(e) Contingent Purchase Price Incorporated by reference to Form
Agreement between the 10-K for fiscal year ended
Partnership and The Park of December 1997.
the Four Seasons (originally
filed with Form 10-K for the
fiscal year ended December
31, 1987)
28 Letter summary of the Filed herewith.
Estimated fair market
values of the Partnership's
four manufactured housing
Communities, as of
March 1, 2002
99.1 Certification Pursuant Filed herewith.
99.2 Certification Pursuant Filed herewith.
38