UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2013

£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	38-2702802
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification number)

 

280 Daines Street, Birmingham, Michigan 48009

(Address of principal executive offices) (Zip Code)

(248) 645-9220

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(g) of the Act:

units of beneficial assignments of limited partnership interest

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨   No ¨

 

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

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

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).      Yes ¨      No x

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

 

INDEX

 

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Balance Sheets
	June 30, 2013 (Unaudited) and  December 31, 2012	3
	Statements of Operations
	Six and Three months ended June 30, 2013 and 2012 (Unaudited)	4
	Statement of Partners’ Equity
	Six months ended June 30, 2013 (Unaudited)	4
	Statements of Cash Flows
	Six months ended June 30, 2013 and 2012 (Unaudited)	5
	Notes to Financial Statements June 30, 2013 (Unaudited)	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4.	CONTROLS AND PROCEDURES	12
PART II	OTHER INFORMATION	12
ITEM 1.	LEGAL PROCEEDINGS	12
ITEM 1A.	RISK FACTORS	12
ITEM 6.	EXHIBITS	13

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

 

BALANCE SHEETS

 

ASSETS		June 30,2013				December 31, 2012
		(Unaudited)
Properties:
Land		$	8,952,937			$	8,952,937
Buildings And Improvements			42,374,002				42,321,607
Furniture And Fixtures			655,624				651,604
			51,982,563				51,926,148
Less Accumulated Depreciation			(35,125,545	)			(34,266,824	)
			16,857,018				17,659,324
Cash And Cash Equivalents			4,018,804				5,117,789
Unamortized Finance Costs			555,038				568,914
Manufactured Homes and Improvements			3,492,633				3,208,757
Other Assets			1,339,691				1,079,723
Deferred Home Relocation Costs			658,883				0
Total Assets		$	26,922,067			$	27,634,507

 

LIABILITIES & PARTNERS' EQUITY		June 30,2013				December 31, 2012
		(Unaudited)
Accounts Payable		$	67,164			$	27,904
Other Liabilities			712,559				568,830
Notes Payable			21,193,903				21,438,933
Total Liabilities		$	21,973,626			$	22,035,667
Partners' Equity:
General Partner			423,832				425,050
Unit Holders			4,524,609				5,173,790
Total Partners' Equity			4,948,441				5,598,840
Total Liabilities And
Partners' Equity		$	26,922,067			$	27,634,507

 

See Notes to Financial Statements

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

 

STATEMENTS OF OPERATIONS		SIX MONTHS ENDED								THREE MONTHS ENDED
(unaudited)		June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012
Income:
Rental Income		$	3,491,570			$	3,624,587			$	1,756,301			$	1,790,831
Home Sale Income			47,404				147,721				7,000				127,621
Other			429,706				390,062				213,707				188,814
Total Income			3,968,680				4,162,370				1,977,008				2,107,266
Operating Expenses:
Administrative Expenses (Including $199,065, $198,557, $98,541 and $98,254, in Property Management Fees Paid to an Affiliate for the Six and Three Month Period Ended June 30, 2013 and 2012, respectively)			1,297,952				1,235,942				655,372				567,197
Property Taxes			413,793				445,437				206,895				219,168
Utilities			300,567				292,415				146,397				141,591
Property Operations			443,181				371,978				245,165				216,897
Depreciation			858,721				790,528				429,742				396,200
Interest			719,328				735,080				358,647				366,588
Home Sale Expense			56,995				145,689				8,635				119,113
Total Operating Expenses			4,090,537				4,017,069				2,050,853				2,026,754
Net (Loss) Income		$	(121,857	)		$	145,301			$	(73,845	)		$	80,512
(Loss) Income per Limited Partnership Unit:		$	(0.04	)		$	0.04			$	(0.02	)		$	0.02
Distribution Per Unit:		$	0.16			$	0.16			$	0.08			$	0.08
Weighted Average Number Of Units Of Beneficial Assignment Of Limited Partnership Interest Outstanding During The Six and Three Month Period Ended June 30, 2013 and 2012.			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, 2012		$	425,050			$	5,173,790			$	5,598,840
Distributions			0				(528,542	)			(528,542	)
Net Income (Loss)			(1,219	)			(120,638	)			(121,857	)
Balance as of June 30, 2013		$	423,831			$	4,524,610			$	4,948,441

 

See Notes to Financial Statements

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		SIX MONTHS ENDED
		June 30,2013				June 30,2012
Cash Flows From Operating Activities:
Net (Loss) Income		$	(121,857	)		$	145,301
Adjustments To Reconcile Net Income
To Net Cash Provided By
Operating Activities:
Depreciation			858,721				790,528
Amortization of Financing Costs			13,876				13,876
Amortization of Deferred Home Relocation Costs			90,218				0
Payment of Deferred Home Relocation Costs			(749,101	)			0
Increase in Manufactured Homes and Home Improvements			(283,876	)			(706,311	)
Increase In Other Assets			(259,968	)			(340,526	)
Increase (Decrease) In Accounts Payable			39,260				(100,708	)
Increase In Other Liabilities			143,729				213,737
Total Adjustments			(147,141	)			(129,404	)
Net Cash (Used In) Provided By Operating Activities			(268,998	)			15,897
Cash Flows Used In Investing Activities:
Purchase of property and equipment			(56,415	)			(88,369	)
Net Cash Used In By Investing Activities			(56,415	)			(88,369	)
Cash Flows Used In Financing Activities:
Distributions To Unit Holders			(528,542	)			(528,542	)
Payments On Mortgage			(245,030	)			(229,364	)
Net Cash Used In Financing Activities			(773,572	)			(757,906	)
(Decrease) Increase In Cash			(1,098,985	)			(830,378	)
Cash, Beginning			5,117,789				6,239,427
Cash, Ending		$	4,018,804			$	5,409,049

  

See Notes to Financial Statements

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

 

NOTES TO FINANCIAL STATEMENTS

June 30, 2013 (Unaudited)

 

1.

Basis of Presentation:

 

The accompanying unaudited 2013 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, 2012 has been derived from the audited financial statements at that date. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, 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, 2012.

 

As described in the Form 10K for year ended December 31, 2012, management initiated the Sunshine Village Paid Home Relocation Program (the “Program”). The Program was offered exclusively to residents of Seminole Estates, a 704 site, age 55 and over manufactured home community in Hollywood, Florida that announced its closure. As of June 30, 2013, 39 residents have successfully relocated. The Partnership has incurred expenditures of $815,495, of which $749,101 has been capitalized and is being amortized over the life of the resident’s three year rental period. Management estimates an additional $100,000 of relocation costs will be incurred to complete the Program.

 

As described in the Form 8K dated July 26, 2013, subsequent to June 30, 2013, the Partnership closed on the refinancing of the first mortgage loans 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 gross loan amount secured by the first mortgage on the Sunshine Village property is $6,720,000. The gross loan amount secured by the first mortgage on the West Valley property is $12,600,000. Both loans mature in August, 2023 and bear interest at a fixed rate of 5.09% with principal payments based on a twenty-five year amortization period.

 

To satisfy the requirements of Cantor Commercial Real Estate, the ownership of the fee title of each of the properties was transferred into bankruptcy remote special purpose entities. The fee title to the Sunshine Village real property is now held by Sunshine Village MHP, LLC. The fee title to the West Valley real property is now held by West Valley MHP, LLC. Both of these entities are wholly owned by IF II, Holdings, LLC, a newly formed holding company which is wholly owned by the Partnership. Sunshine Village MHP, LLC, West Valley MHP, LLC and IF II, Holdings, LLC are all disregarded entities for federal income tax purposes.

 

 

The ownership transfers were made solely to meet the requirements of the lender and do not change the beneficial or economic ownership by the Partnership. In addition, to facilitate credit approval from the lender, Roger Zlotoff, President of Uniprop AM, LLC and his spouse provided a “Guaranty of Recourse Obligations” for both loans. The Board of Directors has approved a guaranty fee of $25,000 per year for Sunshine Village and $37,500 per year for West Valley payable to Mr. Zlotoff. This fee effectively adds 30 basis points to the annual cost of the financing. Net closing proceeds after deducting the payoff of the prior mortgages of $11,383,289 and the payment of closing costs and fees to third parties of approximately $770,000 were $2,686,651 and $4,478,978 for Sunshine Village and West Valley, respectively. The net loan proceeds have been added to cash reserves of the Partnership. Unamortized financing costs from the previous mortgage for these properties in the amount of $179,395 will be written off during third quarter of 2013.

 

The interest rates on the mortgage loans for the other five properties owned by the Partnership were recently adjusted with Standard Insurance Corporation or “StanCorp” by accepting the interest rate re-set option available under those mortgage loans. The new interest rate on those five notes is 5.00% and the amortization period is twenty years. Another interest rate re-set option is available in five years.

 

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

 

2.

Mortgage Payable:

 

On August 29, 2008, the Partnership refinanced its existing mortgage note payable and executed seven new mortgages payable in the amount of $23,225,000 secured by the seven properties of the Partnership. To pay off the prior mortgage balance of $25,277,523 and the costs of refinancing, the Partnership transferred $2,735,555 from cash reserves. The mortgages are payable in monthly installments of interest and principal through September 2033. Interest on these notes is accrued at a fixed rate of 6.625% for five years, at which time, the rate will reset to the lender’s market rate of 5.00%. As stated previously, the interest rate re-set option was accepted on five of the notes and will be effective September 1, 2013 and the other two notes were refinanced subsequent to quarter end. As of June 30, 2013 the balance on all the then outstanding notes was $21,193,000.

 

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

 

Future maturities on the note payable for the next five years and thereafter are as follows: remainder of 2013 - $253,259; 2014 - $532,321; 2015 - $568,678; 2016 - $607,519; 2017 - $649,012; and thereafter - $18,583,024. These are the maturities as of June 30, 2013, and do not reflect the refinancing discussed in Note 1.

 

 

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, 2012 filed with the SEC on March 21, 2013 for accounting policies and related estimates we believe are the most critical to understanding condensed consolidated financial statements, financial conditions and results of operations and which require complex management judgment and assumptions or involve uncertainties. There have been no material changes to the critical accounting policies and estimates previously disclosed in that report.

 

Liquidity and Capital Resources

 

Partnership liquidity is based, in part, upon its investment strategy. Upon acquisition, the Partnership anticipated owning the properties for seven to ten years. All of the properties have been owned by the Partnership for more than ten years. The General Partner may elect to have the Partnership own the properties for as long as, in the opinion of the General Partner, it is in the best interest of the Partnership to do so.

 

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

 

The Partnership's capital resources consist primarily of its seven manufactured home communities. On August 29, 2008, the Partnership refinanced these properties with Stancorp Mortgage Investors, LLC (the “Refinancing”) in the amount of $23,225,000 secured by the seven properties of the Partnership. To pay off the prior mortgage balance of $25,277,523 and the costs of refinancing, the Partnership transferred $2,735,555 from cash reserves. The mortgages are payable in monthly installments of interest and principal through September 2033. Interest on these notes are accrued at a fixed rate of 6.625% for five years, at which time, the rate will reset to the lender’s market rate of 5.00%. As stated previously, the rate re-set option was accepted on five of the notes and will be effective September 1, 2013. As of June 30, 2013 the balance on these notes was $21,193,000.

 

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

 

As described in the Form 8K dated July 26, 2013, subsequent to June 30, 2013, the Partnership closed on the refinancing of the first mortgage loans 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 gross loan amount secured by the first mortgage on the Sunshine Village property is $6,720,000. The gross loan amount secured by the first mortgage on the West Valley property is $12,600,000. Both loans mature in August, 2023 and bear interest at a fixed rate of 5.09% with principal payments based on a twenty-five year amortization period.

 

 

To satisfy the requirements of Cantor Commercial Real Estate, the ownership of the fee title of each of the properties was transferred into bankruptcy remote special purpose entities. The fee title to the Sunshine Village real property is now held by Sunshine Village MHP, LLC. The fee title to the West Valley real property is now held by West Valley MHP, LLC. Both of these entities are wholly owned by IF II, Holdings, LLC, a newly formed holding company which is wholly owned by the Partnership. Sunshine Village MHP, LLC, West Valley MHP, LLC and IF II, Holdings, LLC are all disregarded entities for federal income tax purposes.

 

The ownership transfers were made solely to meet the requirements of the lender and do not change the beneficial or economic ownership by the Partnership. In addition, to facilitate credit approval from the lender, Roger Zlotoff, President of Uniprop AM, LLC and his spouse provided a “Guaranty of Recourse Obligations” for both loans. The Board of Directors has approved a guaranty fee of $25,000 per year for Sunshine Village and $37,500 per year for West Valley payable to Mr. Zlotoff. This fee effectively adds 30 basis points to the annual cost of the financing. Net closing proceeds after deducting the payoff of the prior mortgages of $11,383,289 and the payment of closing costs and fees to third parties of approximately $770,000 were $2,686,651 and $4,478,978 for Sunshine Village and West Valley, respectively. The net loan proceeds have been added to cash reserves of the Partnership. Unamortized financing costs from the previous mortgage for these properties in the amount of $179,395 will be written off during third quarter of 2013.

 

The interest rates on the mortgage loans for the other five properties owned by the Partnership were recently adjusted with Standard Insurance Corporation or “StanCorp” by accepting the interest rate re-set option available under those mortgage loans. The new interest rate on those five notes is 5.00% and the amortization period is twenty years. Another interest rate re-set option is available in five years.

 

The General Partner has decided to distribute $2,048,100, or $.62 per unit, to the unit holders for the second quarter ended June 30, 2013. This is comprised of the regular quarterly distribution of $.08 per unit, and a special distribution of $.54 per unit as a result of the recent refinancing described above. The General Partner will continue to monitor cash flow generated by the Partnership’s seven properties during the coming quarters. If cash flow generated is greater or lesser than the amount needed to maintain the current distribution level, the General Partner may elect to reduce or increase the level of future distributions paid to Unit Holders.

 

As of June 30, 2013, the Partnership’s cash balance amounted to $4,018,804. The level of cash balance maintained is at the discretion of the General Partner.

 

Results of Operations

 

Overall, as illustrated in the following table, the Partnership's seven properties reported combined occupancy of 48% at the end of June 2013 versus 48% at the end of June 2012. The average monthly homesite rent as of June 30, 2013 was approximately $515; versus $505 from June 2012 (average rent not a weighted average).

 

 

		Total				Occupied				Occupancy				Average*
		Capacity				Sites				Rate				Rent
Ardmor Village			339				145				43	%		$	539
Camelot Manor			335				105				31	%			424
Dutch Hills			278				107				38	%			428
El Adobe			367				178				49	%			548
Stonegate Manor			308				106				34	%			418
Sunshine Village			356				254				71	%			627
West Valley			421				300				71	%			618
Total on 6/30/13:			2,404				1,195				48	%		$	515
Total on 6/30/12:			2,404				1,176				48	%		$	505
*Not a weighted average

 

		Gross Revenue								Net Operating Income and Net (Loss) Income								Gross Revenue								Net Operating Income and Net (Loss) Income
		6/30/2013				6/30/2012				6/30/2013				6/30/2012				06/30/2013				06/30/2012				06/30/2013				06/30/2012
		three months ended								three months ended								six months ended								six months ended
Ardmor		$	240,693			$	236,104			$	107,988			$	112,023			$	469,810			$	489,918			$	204,608			$	226,047
Camelot Manor			163,932				143,778				54,633				43,326				340,890				281,342				96,809				77,474
Dutch Hills			160,142				189,310				49,232				61,512				331,128				339,316				103,352				104,803
El Adobe			248,118				291,717				103,650				163,653				503,508				591,790				221,177				324,249
Stonegate			162,558				173,252				62,643				51,414				327,236				348,031				132,236				88,491
Sunshine			429,818				499,689				181,227				201,344				849,861				937,656				370,041				427,376
West Valley			569,714				570,650				394,247				413,168				1,141,240				1,150,149				800,578				823,234
			1,974,975				2,103,500				953,620				1,046,440				3,963,673				4,138,202				1,928,801				2,071,674
Partnership Management			2,033				3,766				(157,165	)			(117,541	)			5,007				24,168				(317,695	)			(281,905	)
Other Expense			—				—				(81,911	)			(85,599	)			—				—				(154,914	)			(118,860	)
Interest Expense			—				—				(358,647	)			(366,588	)			—				—				(719,328	)			(735,080	)
Depreciation			—				—				(429,742	)			(396,200	)			—				—				(858,721	)			(790,528	)
		$	1,977,008			$	2,107,266			$	(73,845	)		$	80,512			$	3,968,680			$	4,162,370			$	(121,857	)		$	145,301

 

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

 

 

Comparison of Three Months Ended June 30, 2013 to Three Months Ended June 30, 2012

 

Gross revenues decreased $130,258 to $1,977,008 in 2013, from $2,107,266 in 2012. This was mainly due to decreased home sale activity, offset by an increase in other income, specifically lease home income. The amortization of relocation expenses relating to the Sunshine Village relocation program decreased rental income, as well.

 

As described in the Statements of Operations, total operating expenses increased $24,099, to $2,050,853 in 2013, as compared to $2,026,754 in 2012. This was mainly due to an increase in administrative expenses offset by the decrease in home sale expense compared to the prior year.

 

As a result of the aforementioned factors, the Partnership experienced a Net Loss of $73,845 for the second quarter of 2013 compared to Net Income of $80,512 for the second quarter of 2012.

 

Comparison of Six Months Ended June 30, 2013 to Six Months Ended June 30, 2012

 

Gross revenues decreased $193,690 to $3,968,680 in 2013, from $4,162,370 in 2012. This was mainly due to decreased home sale activity, as well as rental income resulting from the amortization of relocation expenses relating to the Sunshine Village relocation program.

 

As described in the Statements of Operations, total operating expenses increased $143,144, to $4,017,069 in 2012, as compared to $3,873,925 in 2011. The increase was primarily a result of increased property operations and home sale expense.

 

As a result of the aforementioned factors, the Partnership experienced a Net Loss of $121,857 in 2013 as compared to Net Income of $145,301 in 2012.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

 

The Partnership is exposed to interest rate rise primarily through its borrowing activities.

There is inherent roll over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Partnership’s future financing requirements.

 

Note Payable: At June 30, 2013 the Partnership had notes payable outstanding in the amount of $21,193,903. Interest on these notes is at a fixed annual rate of 6.625% through September 2013, As stated previously, the interest rate re-set option of 5.00% was accepted on five of the notes and will be effective September 1, 2013, while two of the notes were refinanced with new mortgage notes which bear interest at a rate of 5.09%.

 

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, 2012, 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.

 

 

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: August 13, 2013