UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q 

 

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

 

For the Quarter Ended June 30, 2014

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 0-16701

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

a Michigan Limited Partnership

(Exact name of registrant as specified in its charter)

MICHIGAN (State or other jurisdiction of incorporation or organization)

38-2702802 (I.R.S. employer identification number)

 

280 Daines Street, Birmingham, Michigan 48009

(Address of principal executive offices) (Zip Code)

 

(248) 645-9220

(Registrant's telephone number, including area code)

 

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

units of beneficial assignments of limited partnership interest

 

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

Yes x  No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨   No ¨

 

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

 

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

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes ¨  No x

 

As of June 30, 2014, the number of units of limited partnership interest of the registrant outstanding was 3,303,387.  The Partnership units of interest are not traded in any public market.

 

  

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

 

INDEX

  

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Balance Sheets June 30, 2014 (Unaudited) and December 31, 2013	3
	Statements of Operations Six and Three months ended June 30, 2014 and 2013 (Unaudited)	4
	Statement of Partners’ Equity Six months ended June 30, 2014 (Unaudited)	4
	Statements of Cash Flows Six months ended June 30, 2014 and 2013 (Unaudited)	5
	Notes to Financial Statements June 30, 2014 (Unaudited)	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4.	CONTROLS AND PROCEDURES	11
PART II	OTHER INFORMATION	11
ITEM 1.	LEGAL PROCEEDINGS	11
ITEM 1A.	RISK FACTORS	11
ITEM 6.	EXHIBITS	12

  

  

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

 

BALANCE SHEETS

 

ASSETS		June 30, 2014				December 31, 2013
		(Unaudited)
Properties:
Buildings And Improvements		$	42,520,704			$	42,431,157
Land			8,952,937				8,952,937
Furniture And Equipment			684,177				678,866
			52,157,818				52,062,960
Less Accumulated Depreciation			(36,543,714	)			(35,774,653	)
Net Property and Equipment			15,614,104				16,288,307
Cash And Cash Equivalents			7,999,046				8,584,140
Manufactured Homes and Improvements			4,329,709				4,075,639
Unamortized Finance Costs			970,185				1,013,113
Deferred Home Relocation Costs			468,667				605,239
Other Assets			1,398,507				841,522
Total Assets		$	30,780,218			$	31,407,960
LIABILITIES & PARTNERS' EQUITY			June 30, 2014				December 31, 2013
			(Unaudited)
Accounts Payable		$	148,666			$	52,932
Other Liabilities			753,092				522,009
Notes Payable			28,340,103				28,674,370
Total Liabilities		$	29,241,861			$	29,249,311
Partners' Equity:
General Partner			418,139				419,057
Unit Holders			1,120,218				1,739,592
Total Partners' Equity			1,538,357				2,158,649
Total Liabilities And Partners' Equity		$	30,780,218			$	31,407,960

 

                                        See Notes to Financial Statements

 

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

   A MICHIGAN LIMITED PARTNERSHIP

 

STATEMENTS OF OPERATIONS

(unaudited)

 

		SIX MONTHS ENDED								THREE MONTHS ENDED
		June 30, 2014				June 30, 2013				June 30, 2014				June 30, 2013
Income:
Rental Income		$	3,571,965			$	3,491,570			$	1,778,002			$	1,756,301
Home Sale Income			211,928				47,404				72,473				7,000
Other			475,873				429,706				246,327				213,707
Total Income			4,259,766				3,968,680				2,096,802				1,977,008
Operating Expenses:
Administrative Expenses
(Including $207,493, $199,065, $103,503 and $98,541, in Property
Management Fees Paid to an Affiliate for the Six and Three Month
Period Ended June 30, 2014 and 2013, respectively)			1,366,473				1,297,952				681,487				655,372
Property Taxes			380,706				413,793				190,359				206,895
Utilities			303,085				300,567				149,217				146,397
Property Operations			517,377				443,181				306,405				245,165
Depreciation			829,062				858,721				414,075				429,742
Interest			766,738				719,328				383,648				358,647
Home Sale Expense			188,075				56,995				78,305				8,635
Total Operating Expenses			4,351,516				4,090,537				2,203,496				2,050,853
Net (Loss) Income		($	91,750	)		($	121,857	)		($	106,694	)		($	73,845	)
(Loss) Income per Limited Partnership Unit:		($	0.03	)		($	0.04	)		($	0.03	)		($	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, 2014 and 2013.			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, 2013		$	419,057			$	1,739,592			$	2,158,649
Distributions			0				(528,542	)			(528,542	)
Net Income (Loss)			(918	)			(90,832	)			(91,750	)
Balance as of June 30, 2014		$	418,139			$	1,120,218			$	1,538,357

 

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 30,2014				June 30,2013
Cash Flows From Operating Activities:
Net Loss		($	91,750	)		($	121,857	)
Adjustments To Reconcile Net Loss
To Net Cash Provided By (Used In)
Operating Activities:
Depreciation			829,062				858,721
Amortization of Financing Costs			42,929				13,876
Amortization of Home Relocation Costs			138,072				90,218
Payment of Home Relocation Costs			(1,500	)			(749,101	)
Increase in Manufactured Homes and Home Improvements			(314,070	)			(283,876	)
Increase In Other Assets			(556,985	)			(259,968	)
Increase In Accounts Payable			95,734				39,260
Increase In Other Liabilities			231,083				143,729
Total Adjustments			464,325				(147,141	)
Net Cash Provided By (Used In) Operating Activities			372,575				(268,998	)
Cash Flows Used In Investing Activities:
Purchase of property and equipment			(94,860	)			(56,415	)
Net Cash Used In Investing Activities			(94,860	)			(56,415	)
Cash Flows Used In Financing Activities:
Distributions To Unit Holders			(528,542	)			(528,542	)
Payments On Notes Payable			(334,267	)			(245,030	)
Net Cash Used In Financing Activities			(862,809	)			(773,572	)
Net Decrease In Cash			(585,094	)			(1,098,985	)
Cash, Beginning			8,584,140				5,117,789
Cash, Ending		$	7,999,046			$	4,018,804

 

See Notes to Financial Statements

  

 

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,

A MICHIGAN LIMITED PARTNERSHIP

  

NOTES TO FINANCIAL STATEMENTS

June 30, 2014 (Unaudited)

 

1. Basis of Presentation and Accounting Policies:

 

The accompanying unaudited 2014 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, 2013 has been derived from the audited financial statements at that date. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, 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, 2013.

 

During the fourth quarter of 2012, Management initiated the Sunshine Village Paid Home Relocation Program (“Program”). The Program was offered exclusively to residents of Seminole Estates, a 704 site, 55 and over manufactured home community in Hollywood, Florida that announced its closure. The Program expired in the first quarter of 2013. By the end of the first quarter of 2014, all 41 residents have successfully relocated. The Partnership has incurred expenditures of $903,232, of which $816,203 has been capitalized and is being amortized as a reduction of rental revenue over the life of the residents’ three year rental period. The Program is completed and Management estimates no additional relocation costs will be incurred. At June 30, 2014, $468,667 remains unamortized.

 

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

 

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

  

2. Mortgage Payable:

 

During 2008, the Partnership refinanced its existing mortgage note payable and executed seven new mortgages payable with StanCorp Mortgage Investors LLC (“StanCorp”) in the amount of $23,225,000 secured by the seven remaining 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. These mortgages were payable in monthly installments of interest and principal through September 2033. The Partnership incurred $693,798 in financing costs as a result of the 2008 refinancing which was being amortized over the original term of the loans. These costs included a 1% fee payable to an affiliate of the General Partner. Unamortized finance costs of $179,395 related to the refinanced mortgage notes payable were written off in 2013 as a result of the refinancing discussed below.

 

 

On July 18, 2013, the Partnership refinanced two of the existing mortgage notes payable and executed two new mortgage notes payable in the amount of $19,320,000 secured by Sunshine Village, located in Davie, Florida and West Valley, located in Las Vegas, Nevada with a new lender, namely Cantor Commercial Real Estate. The mortgages are payable in monthly installments of interest and principal through August, 2023. These refinanced notes bear interest at a fixed rate of 5.09% with principal payments based on a twenty-five year amortization period. As of June 30, 2014 the balance on these notes was $19,005,108.

 

The Partnership incurred $676,321 in financing costs as a result of the 2013 refinancing which is being amortized over the life of the loans. This included a 1% fee payable to Uniprop AM LLC, an affiliate of the General Partner. Unamortized finance costs of $179,395 related to the refinanced mortgage notes payable were written off in 2013 as a result of the refinancing and reflected in amortization expense. Additionally, the Partnership incurred a fee with StanCorp totaling $72,020 related to the refinancing, which was reflected as part of interest expense on the statement operations for the year ending December 31, 2013.

 

Effective September 1, 2013, the available interest rate re-set option was accepted on the five remaining mortgage notes with StanCorp. The new rate on these five notes is 5.00% and the amortization period is twenty years. Another rate re-set option is available in five years. As of June 30, 2014 the balance on these five notes was $9,334,995.

 

Future maturities on the notes payable for the next five years and thereafter are as follows: 2014 - $340,143; 2015 - $709,585; 2016 - $744,498; 2017 - $785,396; 2018 - $826,361 and thereafter - $24,934,120.

  

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, 2013 filed with the SEC on March 14, 2014 for accounting policies and related estimates we believe are the most critical to understanding condensed consolidated financial statements, financial conditions and results of operations and which require complex management judgment and assumptions or involve uncertainties. There have been no material changes to the critical accounting policies and estimates previously disclosed in that report.

 

 

Liquidity and Capital Resources

 

Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited Partnership’s (the “Partnership”) liquidity is based, in part, upon its investment strategy. 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 and cash provided by operating activities.

 

The Partnership's capital resources consist primarily of its seven manufactured home communities. As described in Note 2, the Partnership refinanced its existing mortgage note payable and executed seven new mortgage notes payable with StanCorp Mortgage Investors, LLC (the “StanCorp Financing”) in the aggregate amount of $23,225,000 secured by the seven properties of the Partnership in August, 2008. 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 were payable in monthly installments of interest and principal through September 2033. The Partnership incurred $693,798 in financing costs as a result of the 2008 refinancing which were being amortized over the term of the loans. These costs included a 1% fee payable to an affiliate of the General Partner. Unamortized finance costs of $179,375 were written off during 2013 as a result of the refinancing discussed below.

 

On July 18, 2013, the Partnership refinanced two of the existing mortgage notes payable and executed two new mortgages payable in the amount of $19,320,000 secured by Sunshine Village, located in Davie, FL and West Valley, located in Las Vegas, NV with a new lender, namely Cantor Commercial Real Estate. The mortgage notes are payable in monthly installments of interest and principal through August, 2023. The refinanced notes bear interest at a fixed rate of 5.09% with principal payments based on a twenty-five year amortization period. As of June 30, 2014 the balance on these notes was $19,005,108.

 

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

 

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 $665,193 were $7,271,518. The net loan proceeds have been added to cash reserves of the Partnership.

 

Effective September 1, 2013, the interest rate re-set option was accepted on the five remaining notes with StanCorp. The new rate on these five notes is 5.00% and the amortization period is twenty years. Another rate re-set option is available in five years. As of June 30, 2014 the balance on these notes was $9,334,995.

 

The General Partner has decided to distribute $264,271, or $.08 per unit, to the unit holders for the second quarter ended June 30, 2014. 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, 2014, the Partnership’s cash balance amounted to $7,999,046. 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 2014 versus 48% at the end of June 2013. The average monthly homesite rent as of June 30, 2014 was approximately $523; versus $515 from June 2013 (average rent not a weighted average).

 

		Total				Occupied				Occupancy				Average*
		Capacity				Sites				Rate				Rent
Ardmor Village			339				146				43	%		$	554
Camelot Manor			335				111				33	%			424
Dutch Hills			278				105				38	%			428
El Adobe			367				166				45	%			561
Stonegate Manor			308				101				33	%			418
Sunshine Village			356				251				71	%			643
West Valley			421				302				72	%			636
Total on 6/30/14:			2,404				1,182				48	%		$	523
Total on 6/30/13:			2,404				1,195				48	%		$	515

*Not a weighted average

 

		Gross Revenue								Net Operating Income and Net (Loss) Income								Gross Revenue								Net Operating Income and Net (Loss)
		6/30/2014				6/30/2013				6/30/2014				6/30/2013				06/30/2014				06/30/2013				06/30/2014				06/30/2013
		three months ended								three months ended								six months ended								six months ended
Ardmor		$	254,122			$	240,693			$	113,282			$	107,988			$	503,681			$	469,810			$	223,614			$	204,608
Camelot Manor			218,075				163,932				70,418				54,633				442,031				340,890				160,059				96,809
Dutch Hills			158,444				160,142				38,264				49,232				321,924				331,128				96,030				103,352
El Adobe			240,852				248,118				78,396				103,650				485,699				503,508				163,593				221,177
Stonegate			183,072				162,558				34,500				62,643				354,535				327,236				78,621				132,236
Sunshine			432,249				429,818				198,491				181,227				941,319				849,861				416,067				370,041
West Valley			596,367				569,714				416,058				394,247				1,192,428				1,141,240				842,707				800,578
			2,083,181				1,974,975				949,409				953,620				4,241,617				3,963,673				1,980,691				1,928,801
Partnership Management			13,621				2,033				(143,089	)			(157,165	)			18,149				5,007				(292,585	)			(317,695	)
Other Expense			--				--				(115,291	)			(81,911	)			--				--				(184,056	)			(154,914	)
Interest Expense			--				--				(383,648	)			(358,647	)			--				--				(766,738	)			(719,328	)
Depreciation			--				--				(414,075	)			(429,742	)			--				--				(829,062	)			(858,721	)
		$	2,096,802			$	1,977,008			($	106,694	)		($	73,845	)		$	4,259,766			$	3,968,680			($	91,750	)		($	121,857	)

 

 

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, 2014 to Three Months Ended June 30, 2013

 

Gross revenues increased $119,794 to $2,096,802 in 2014, from $1,977,008 in 2013. This was due to increased rental income as a result of the increased occupancy at Sunshine Village related to the success of the relocation program. There were also increases in home sale income and other income, specifically lease home income.

 

As described in the Statements of Operations, total operating expenses increased $152,643, to $2,203,496 in 2014, as compared to $2,050,853 in 2013. This was mainly due to increases in administrative, property operations, interest and home sale expense compared to the prior year.

 

As a result of the aforementioned factors, the Partnership experienced a Net Loss of $106,694 for the second quarter of 2014 compared to a Net Loss of $73,845 for the second quarter of 2013.

 

Comparison of Six Months Ended June 30, 2014 to Six Months Ended June 30, 2013

 

Gross revenues increased $291,086 to $4,259,766 in 2014, from $3,968,680 in 2013. This was due to increased rental income as a result of the increased occupancy at Sunshine Village related to the success of the relocation program. There were also increases in home sale income and other income, specifically lease home income.

 

As described in the Statements of Operations, total operating expenses increased $260,979, to $4,351,516 in 2014, as compared to $4,090,537 in 2013. This was mainly due to increases in administrative, property operations, interest and home sale expense compared to the prior year.

 

As a result of the aforementioned factors, the Partnership experienced a Net Loss of $91,750 in 2014 as compared to a Net Loss of $121,857 in 2013.

  

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, 2014 the Partnership had notes payable outstanding in the amount of $28,340,103. Interest on two of these notes is at a fixed annual rate of 5.09% through August 2023. Interest on the five remaining notes is at a fixed rate of 5.00% through August 2018, at which time a rate reset option is available.

 

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, 2013, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition and/or operating results.

 

 

ITEM 6. EXHIBITS

 

Exhibit 31.1	Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934, as amended
Exhibit 31.2	Principal Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a) of The Securities and Exchange Act of 1934, as amended
Exhibit 32.1	Certifications pursuant to 18 U.S C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes –Oxley Act of 2002.

 

101.1NS

XBRL Instance Document

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

101.DEF

XBRL Taxonomy Extension Definitions Linkbase Document

 

 

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 12, 2014