ITEM 1. BUSINESS
General Development of Business
Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited Partnership (the "Partnership"), acquired, maintains, operates and ultimately will dispose of income producing residential real properties consisting of nine manufactured housing communities (the "Properties"). The Partnership was organized and formed under the laws of the State of Michigan on November 7, 1986. 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 in November 1986, which was declared effective by the Securities and Exchange Commission on December 23, 1986. The Partnership thereafter sold 3,303,387 units (the "Units") of beneficial assignment of limited partnership interest representing capital contributions by unit holders (the "Unit Holders") to the Partnership of $20 per unit. The sale of all 3,303,387 Units was completed in December 1987, generating $66,067,740 of contributed capital to the Partnership.
The Partnership acquired seven of the Properties in 1987 and acquired two additional Properties in 1988.
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 August 20, 1998, the Partnership borrowed $30,000,000 (the "Loan") from GMAC Commercial Mortgage Corporation. It secured the Loan by placing new mortgages on seven of its nine properties. The note is payable in monthly installments of $188,878, including interest at 6.37% through March 2009. Thereafter, the monthly installment and interest rate will be adjusted based on the provisions of the agreement through the note maturity date of September 2028. The Partnership used the proceeds from the Loan to refinance to Partnership's outstanding indebtedness of $30,045,000, which was the result of a 1993 mortgage financing transaction.
Financial Information About Industry Segment
The Partnership's business and only industry segment is the operation of its nine manufactured housing communities. Partnership operations commenced in April 1987 upon the acquisition of the first two Properties. 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 Sunshine Village, Ardmor Village and Camelot Manor Properties were selected from 25 manufactured housing communities then owned by affiliates of Genesis Associates Limited Partnership, the General Partner of the Partnership (the "General Partner"). The other six communities were purchased from unaffiliated third parties. 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 decision, the General Partner and Consultant will consider relevant factors, including current operating results of the particular Property and prevailing economic conditions, and will make the decision 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 manufactured home sites 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, has and may in the future participate directly or through other partnerships or 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 Davie/Fort Lauderdale area contains approximately five communities offering approximately 2,045 housing sites competing with Sunshine Village. Ardmor Village competes with approximately nine communities in the Lakeville, Minnesota area offering approximately 2,363 housing sites. Camelot Manor competes with approximately 16 communities in the Grand Rapids, Michigan area offering approximately 3,631 housing sites. In the Jacksonville, Florida area, Country Roads competes with approximately nine communities offering approximately 3,636 housing sites. The Tampa, Florida area contains approximately four communities offering approximately 1,190 housing sites competing with Paradise Village. Dutch Hills and Stonegate Manor compete with approximately 11 other communities in the Lansing, Michigan area offering approximately 3,438 housing sites. In the Las Vegas, Nevada area, West Valley and El Adobe compete with approximately 13 other communities offering approximately 3,719 housing 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 Sunshine Village, Country Roads and Paradise Village. 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 Professional 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 on the price, terms and conditions being offered to the public within 45 days of notification by the owner. If the Partnership receives an unsolicited bona fide offer to purchase the Property from any party that it is considering or negotiating with, 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, Minnesota and Nevada, 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 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 $55,000. 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.
ITEM 2. PROPERTIES
The Partnership purchased all nine manufactured housing communities for cash. As a result of the Loan, however, seven of the nine 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. In January 1990, the Partnership did begin acquiring some homes in conjunction with its home purchase/lease program for Country Roads and Paradise Village, that program has expanded and all nine properties now purchase a limited number of homes as inventory for sale. Each of the Properties has a community center, which includes offices, meeting rooms and game rooms. Country Roads has a 1,200 square foot rental cottage. Each of the Properties, except Stonegate Manor, has a swimming pool. Several of the Properties also have laundry rooms, playground areas, garage and maintenance areas and recreational vehicle or boat storage areas.
The table below contains certain information concerning the Partnership's nine properties.
ITEM 3.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The voting privileges of the Unit Holders and Limited Partners are restricted to certain matters of fundamental significance to the Partnership. The Unit Holders and 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 Unit Holders and 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 Unit Holders and Limited Partners, as a group, holding more than 50% of the then outstanding interests. No matters were submitted to Unit Holders for vote during 2002.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS
There is no established public trading market for the Units of the Partnership and it is not anticipated that one will ever develop. During the last twelve months, less than five percent (5.0%) of the Units have been transferred, excluding transfers due to 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 (i) 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 the outstanding balances of the mortgages on the mortgaged Properties and sales expenses (but without consideration to tax consequences of the sale), by (ii) 3,303,387. In March 2003, the Properties were appraised at an aggregate fair market value of $80,250,000. Assuming a sale of the nine properties in March 2003, at the appraised value, less payment of selling expenses and mortgage debt, the net aggregate proceeds available for distribution to the Unit Holders is estimated to be $49,569,376 or $15.00 per Unit. There can be no assurance that the estimated net asset value could ever be realized. As of March 1, 2003, the Partnership had approximately 3,959 Unit Holders.
The Partnership has no equity compensation plans.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected financial data for the Partnership for the periods ended December 31, 2002, 2001, 2000, 1999 and 1998:
ITEM 7.
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 April 1, 1987 when Sunshine Village and Ardmor Village were purchased by the Partnership and operations commenced. It ended on January 15, 1988 when El Adobe, the Partnership's last property, was purchased. The total capital raised through December 1987 was $66,067,740 of which approximately $58,044,000 was used to purchase the nine Properties after deducting sales commissions, advisory fees and other organization and offering costs.
As described in Item 1, the Partnership borrowed $30,000,000 from GMAC Commercial Mortgage Corporation. The note is payable in monthly installments of $188,878, including interest at 6.37% through March, 2009. Thereafter, the monthly installment and interest rate will be adjusted based on the provisions of the agreement through the note maturity date of September 2028.The Loan was secured by mortgages on the Partnership's Ardmor Village, Camelot Manor, Dutch Hills, El Adobe, Stonegate Manor, Sunshine Village and West Valley Properties. The Partnership used the proceeds from the Loan to refinance the Partnership's outstanding indebtedness of $30,045,000.
Future maturities on the note payable for the next five years are as follows: 2003 - $445,000; 2004 - $470,000; 2005 - $506,000; 2006 - $540,000 and 2007 - $587,000.
The General Partner acknowledges that the mortgages pose some risks to the Partnership, but believes 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 are distributed to the Unit Holders on a quarterly basis. While the Partnership is not required to maintain a working capital reserve, the Partnership has not distributed all the cash generated from operations in order to build capital reserves. As of December 31, 2002, the Partnership had $3,118,034 in cash balances.
In February of 1994, the Partnership distributed $23,119,767 to the Unit Holders, or $7.00 per $20.00 Unit held. Of this amount, $13,572,978 (or $4.11 per Unit), restored the then shortfall in the Unit Holders' 10.0% cumulative preferred return, and $9,546,789 (or $2.89 per Unit), was a partial return of the Limited Partners' original capital contributions.
Results of Operations
Distributions
For the year ended December 31, 2002, the Partnership made distributions to the Unit Holders of $2,973,048, which is equal, on an annualized basis, to 4.9% on their adjusted capital contributions ($.90 per $17.11 Unit). Distributions paid to Unit Holders in 2001 totaled $2,708,777, and $2,510,569 was paid in 2000.
The distributions paid in 2002 were less than the amount required for the annual 10.0% preferred return to the Unit Holders by approximately $2,679,000. As described in Note 7 to the Partnership's financial statements, the cumulative preferred return deficit through December 2002 was approximately $27,628,000. No distributions can be made to the General Partner in regard to its incentive management interest until the cumulative preferred return deficit has been distributed to the Unit Holders. At December 31, 2002, the unpaid amount to be distributed to the General Partner was approximately $8,800,000.
Revenue and Net Income
For the years ended December 31, 2002, 2001 and 2000, net income was $2,117,986, $2,110,823 and $1,989,864 on total revenues of $13,741,599, $14,530,327 and $14,474,625, respectively. The consistent Net Income is due primarily to higher rents and lower operating expenses, offset by lower occupancy.
The manufactured housing industry in general has experienced lower retail sales over the past three years due to restrictive financing. In addition, the U.S. economy has been sluggish. Nonetheless, the Partnership has maintained stable Net Income for three years.
Net income plus depreciation and amortization less distributions to Unit Holders, was $909,183, $1,159,447 and $1,280,243, for the years ended December 31, 2002, 2001 and 2000, respectively.
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 $96,345, $89,494, and $87,165, in 2002, 2001 and 2000 respectively, to perform partnership management and investor relation services for the Partnership.
Property Operations
Overall, as illustrated in the table below, the Partnership's nine properties had a combined average occupancy of 81% as of December 2002, versus 86% in December 2001, and 91% in December 2000. The average monthly rent (not weighted average) was approximately $384 per home site in December 2002, versus $373 in December 2001 and $363 in December 2000, an increase of 2.8% and 2.7%, respectively. The decline in occupancy is due primarily to an increase in foreclosures on homes financed by third-party lenders. The rate of new foreclosures has abated.
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 of this standard on January 1, 2002. The adoption had no impact on its results of operations and financial position.
The table below summarizes gross revenues and net operating income for the Partnership and Properties during 2002, 2001 and 2000.
COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001
Gross revenues decreased $788,728 or 5% to $13,741,599 in 2002, compared to $14,530,327 in 2001. The decrease is primarily the result of a decrease in home sales and lower occupancy, partially offset by increased monthly rental rates. The decrease in occupancy is due primarily to increased foreclosures on home mortgages, which frequently results in the home moving out of the property. Rental Income decreased $421,000 or 3%
due to lower occupancy. Home Sale Income declined $435,000 or 28% due to lower home sales as a result of more restrictive retail financing.
The Partnership's operating expenses decreased $795,891, or 6.4% to $11,623,613 in 2002, compared to $12,419,504 in 2001.Property operations expense decreased by approximately $157,000 or 8% as staffing and other expenses were reduced in response to lower revenues. Home sale expense also declined by $584,000 due to lower sales volumes.
As a result of the forgoing factors, net income increased slightly from $2,110,823 in 2001 to $2,117,986 in 2002, as expenses declined in the same amount as revenue, due to quick action by the General Partner to adjust the cost structure in response to a weaker economy.
COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31, 2000
Gross revenues increased $55,702 to $14,530,327 in 2001, compared to $14,474,625 in 2000. The increase is primarily the result of increased monthly rental rates and home sale income.
The Partnership's operating expenses decreased $65,257, to $12,419,504 in 2001, compared to $12,484,761 in 2000.
As a result of the forgoing factors, net income increased from $1,989,864 in 2000 to $2,110,823 in 2001.
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.
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.
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.
Note Payable: At December 31, 2002 the Partnership had a note payable outstanding in the amount of $28,273,124. Interest on this note is at a fixed rate of 6.37% through March 2009.
The Partnership does not enter into financial instruments transactions for trading or other speculative purposes or to manage its interest rate exposure.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Partnership's financial statements for the fiscal year ended December 31, 2002, 2001 and 2000, and supplementary data are filed with this Report under Item 14.
ITEM 9.
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.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership, as an entity, does not have any officers or directors. The General Partner, Genesis Associates Limited Partnership, is a Michigan limited partnership which has two general partners, Uniprop, Inc., the managing General Partner, and Paul M. Zlotoff.
Information concerning Mr. Zlotoff's age and principal occupations, as well as for other officers of Uniprop, Inc., during the last five years or more is as follows:
Paul M. Zlotoff, 53, is and has been an individual general partner of Genesis Associates since its inception in November 1986. Mr. Zlotoff became the Chairman of Uniprop, Inc. in May 1986 and was its President from 1979 through 1997. He is also an individual general partner of P.I. Associates Limited Partnership, the general partner of Uniprop Manufactured Housing Communities Income Fund, a public limited partnership which owns and operates four manufactured housing communities. Mr. Zlotoff currently, and in the past, has acted as the general partner for various other limited partnerships owning manufactured housing communities and some commercial properties.
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 a 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.
Gloria Koster, 49, became Chief Financial Officer of Uniprop, Inc. on January 1, 1998. Previously, Ms. Koster had been Vice President - Finance of Uniprop, Inc. since July 1989. She is responsible for accounting, financial controls, data processing, cash management, financial reporting, budgeting, financing, and tax matters. Prior to joining Uniprop, Inc., Ms. Koster had been with Michigan National Bank for 13 years, most recently as a first vice-president. Ms. Koster has a M.B.A. from the University of Detroit.
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 Masters Degree in International Business from the University of South Carolina.
Paul M. Zlotoff and Roger Zlotoff are brothers.
ITEM 11.
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. Depending upon the results of operations and other factors, the Partnership anticipates that it will provide similar compensation to the General Partner and Uniprop, Inc. during the next fiscal year.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Partnership is a limited partnership duly formed pursuant to the Uniform Limited Partnership Act, as amended, of the State of Michigan. The General Partner, Genesis Associates Limited Partnership, is vested with full authority as to the general management and supervision of business and the other affairs of the Partnership, subject to certain constraints in the partnership agreement and consulting agreement. Unit holders and/or 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 knowledge of the Partnership, no person owns of record or beneficially, more than five percent of the Partnership's Units.
ITEM 13.
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 original sellers of Sunshine Village and Ardmor Village and is entitled to share in a contingent purchase price with respect to each Property, when and if the Properties are sold and the sellers become entitled thereto. The maximum amounts which could be payable to the sellers are as follows: Sunshine Village, $1,108,260 and Ardmor Village, $946,236. The cash purchase price and contingent purchase price for each Property were determined by reference to the average of two independent real estate appraisals which 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 will become entitled to any unpaid contingent purchase price upon the sale, financing or other disposition of each such Property, but, only after the receipt by each Unit Holder and Limited Partner of aggregate distributions equal to the sum of (i) his 10% cumulative preferred return plus (ii) 125% of his capital contribution. 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. The Partnership does not anticipate any such amount will become payable during the next fiscal year.
The Partnership will 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. This incentive management interest is 15% of distributable cash from operations in any quarter. However, in each quarter, the General Partner's right to receive any net cash from operations is subordinated to the extent necessary to first provide each Unit Holder and Limited Partner his 10% cumulative preferred return. During the last fiscal year, the General Partner received no distributions on account of its Incentive Management Interest from operations because distributions were approximately $2,679,000 less than the 10% cumulative preferred return due Unit Holders. Any such amounts of Incentive Management Interest unpaid in a taxable year will be accumulated and paid from distributable cash from capital transactions, but only after each Unit Holder and Limited Partner has first received his 10% cumulative preferred return and 125% of his capital contribution. For 2002, approximately $600,000 was accumulated for the General Partner, and the General Partner's aggregate accumulated Incentive Management Interest as of December 2002 was $8,800,000. The actual Incentive Management Interest from operations to be accumulated or paid during the next fiscal year will depend upon the results of the Partnership's operations and is not determinable at this time. The Partnership does not anticipate any such amount will be distributed to the General Partner during the next fiscal year and will again be accumulated with payment deferred. No distributions of Incentive Management Interest could be made to the General Partner until the 10% cumulative preferred return of approximately $27,628,000, as of December 31, 2002, is first distributed to the Unit Holders. In February of 1994, as part of the 1993 mortgage financing, $23,119,767 was distributed to the Unit Holders, $13,572,978 of which eliminated the Unit Holders' preferred return deficit through December 31, 1993.
The Partnership must also pay an Incentive Management Interest from capital transactions to the General Partner for its services rendered to the Partnership. The General Partner will be entitled to receive its share of distributable cash from capital transactions after (i) each Unit Holder and Limited Partner has received aggregate distributions in an amount equal to the sum of (a) his 10% cumulative preferred return plus (b) 125% of his capital contribution, (ii) any contingent purchase prices have been paid, and (iii) any property disposition fees to Uniprop, Inc. have been paid. The General Partner's share of distributable cash from capital transactions so payable will be (i) 100% of such distributable cash from capital distributions until the General Partner's share of the aggregate capital distributions made under section 11c(iii) and 11c(v) of the partnership agreement equal 25% and (ii) thereafter, 25% of such distributable cash from capital transactions. No Incentive Management Interest from capital transactions was paid to the General Partner for the fiscal year ended December 31, 2002. The Partnership does not
anticipate that any such amounts will be paid or become payable to the General Partner during the next fiscal year.
Uniprop, Inc. 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 property management fees totaling $624,188. The 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.
Certain employees of affiliates of the General Partner were paid an aggregate of $96,345 during 2002 to perform local management, data processing and investor relation services for the Partnership. It is anticipated comparable amounts will be paid in the next fiscal year.
ITEM 14.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Chairman, Chief Financial Officer and Controller of Uniprop, Inc. have reviewed and evaluated the effectiveness of 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, the Chairman, Chief Financial Officer and the Controller have concluded that their 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.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K
(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
(iii) Statements of Income for the fiscal years ended December 31, 2002, 2001 and 2000
(iv) Statements of Partners' Equity for the fiscal years ended December 31, 2002, 2001 and 2000
(v) 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:
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 November 12, 1986, as amended on December 22, 1986 and January 16, 1987:
3(a) Certificate of Limited Partnership for the Partnership
3(b) Uniprop Income Fund II Agreement of Limited Partnership
4(a) First Amendment to Uniprop Income Fund II Agreement of Limited Partnership (April 1, 1987)
10(a) Form of Management Agreement between the Partnership and Uniprop, Inc.
10(b) Form of Consulting Agreement among the Partnership, the General Partner and Consultant
(b) Reports on Form 8-K
The Partnership did not file any Forms 8-K during the fourth quarter of 2002.
The following exhibits are incorporated by reference to the Form 10-K for the fiscal year ended December 31, 1997:
4(b) Form of Beneficial Assignment Certificate (BAC) for the Partnership (Originally submitted with Form 10-K for the fiscal year ended December 31, 1987.)
10(c) Contingent Purchase Price Agreement with Sunrise Broward Associates, Ltd. (As last submitted with Form 10-K for the fiscal year ended December 31, 1997.)
10(d) Contingent Purchase Price Agreement with Ardmor Associates Limited Partnership. (As last submitted with Form 10-K for the fiscal year ended December 31, 1997.)
10(e) Incentive Acquisition Fee Agreement between the Partnership and Uniprop, Inc. (As last submitted with Form 10-K for the fiscal year ended December 31, 1997.)
The following exhibit is incorporated by reference to the Form 8-K that was filed on September 8, 1998:
2 Mortgage notes, made as of August 20, 1998, between Uniprop Manufactured Housing Communities Income Fund II and GMACCM.
The following exhibits are attached to this Report:
28 Letter summary of the estimated fair market values of the Partnership's nine manufactured housing communities, as of March 1, 2003
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners Uniprop Manufactured Housing Communities Income Fund II (a Michigan limited partnership)
We have audited the accompanying balance sheets of Uniprop Manufactured Housing Communities Income Fund II (a Michigan limited partnership), as of December 31, 2002 and 2001, and the related statements of income, partners' equity 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 II 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
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
BALANCE SHEETS
See accompanying notes to financial statements.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
See accompanying notes to financial statements.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
See accompanying notes to financial statements.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
See accompanying notes to financial statements.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
ORGANIZATION AND BUSINESS 1. SUMMARY OF ACCOUNTING POLICIES Uniprop Manufactured Housing Communities Income Fund II, a Michigan Limited Partnership (the "Partnership") acquired, maintains, operates and will ultimately dispose of income producing residential real properties consisting of nine manufactured housing communities (the "properties") located in Florida, Michigan, Nevada and Minnesota. The Partnership was organized and formed under the laws of the State of Michigan on November 7, 1986.
In accordance with its Prospectus dated December 1986, the Partnership sold 3,303,387 units of beneficial assignment of limited partnership interest ("Units") for $66,067,740. The Partnership purchased the properties for an aggregate purchase price of approximately $56,000,000. Three of the properties costing approximately $16,008,000 were previously owned by entities which were affiliates of the general partner.
The general partner is Genesis Associates Limited Partnership. Uniprop Beneficial Corporation was the initial limited partner who assigned to those persons purchasing units a beneficial limited partnership interest when the minimum number of units were sold.
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 VALUES OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and notes payable approximate their fair values.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (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 $23,163,344 and $21,368,798 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
Costs to obtain financing have been capitalized and are amortized using the straight-line method over the 30-year term of the related mortgage note payable.
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.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (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 1998, the Partnership entered into a $30,000,000 note payable agreement. The borrowings are secured by mortgages on the Partnership's properties. The note is payable in monthly installments of $188,878, including interest at 6.37%, through March, 2009. Thereafter, the monthly installment and interest rate will be adjusted based on the provisions of the agreement through the note maturity date of September 2028.
Future maturities on the note payable for the next five years are as follows: 2003 - $445,000; 2004 - $470,000; 2005 - $506,000; 2006 - $540,000 and 2007 -- 587,000.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
3. OTHER ASSETS At December 31, 2002 and 2001, "Other Assets" included cash of approximately $332,000 and $284,000 in an escrow account for property taxes, insurance, and capital improvements, as required by the Partnership's note payable agreement. The cash is restricted from operating use.
At December 31, 2002 and 2001, "Other assets" also included cash of approximately $263,000 in a security deposit escrow account for three of the Partnership's properties, which is required by the laws of the state in which they are located and is restricted from operating use.
4. OTHER LIABILITIES Other liabilities consisted of:
5. RELATED PARTY MANAGEMENT AGREEMENT TRANSACTIONS 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.
FEES AND EXPENSES
During the years ended December 31, 2002, 2001 and 2000, the affiliate earned property management fees of $624,188, $643,915, and $643,765, 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 $29,812 and $13,685 by the affiliate at December 31, 2002 and 2001, respectively.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
CONTINGENT PURCHASE PRICE
A general partner of Genesis Associates Limited Partnership has an interest in the sellers of two of the properties acquired by the Partnership and is entitled to share in a contingent purchase price that will not exceed $2,054,000. 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, and are not determinable at this time. The Partnership does not anticipate any such amount will become payable during the next fiscal year.
6. RECONCILIATION OF FINANCIAL STATEMENT INCOME AND TAXABLE INCOME
7. PARTNERS' CAPITAL Subject to the orders of priority under certain specified conditions more fully described in the Agreement of Limited Partnership, distributions of partnership funds and allocations of net income from operations are principally determined as follows:
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DISTRIBUTIONS
Distributable cash from operations in the Agreement (generally defined as net income plus depreciation and amortization) is to be distributed to unit holders until they have received a 10% cumulative preferred return. After the unit holders have received their 10% cumulative preferred return, all remaining cash from operations is distributed to the general partner in the form of an incentive management interest until the total amount received by the general partner is equal to 15% of the aggregate amount of cash distributed from operations in a given year. Amounts payable to but not paid to the general partner will be accumulated and paid from future capital transactions after the unit holders have first received their 10% preferred return and 125% of their capital contributions. Thereafter, 85% of distributable cash from operations is to be paid to the unit holders and 15% to the general partner.
Annual distributable cash from operations was less than the amount required for the annual 10% preferred return to the unit holders by approximately $2,679,000 and $2,943,000 in 2002 and 2001, respectively. No distributions can be made to the general partner until the cumulative preferred return deficit of approximately $27,628,000 has been distributed to the unit holders.
At December 31, 2002, the general partner's cumulative incentive management interest to be distributed was approximately $8.8 million. The actual amount to be accumulated or paid in the future depends on the results of the Partnership's operations and is not currently determinable; however, no such distribution to the general partner is anticipated during fiscal 2003.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
ALLOCATION OF NET INCOME
Net income is principally allocated 99% to the unit holders and 1% to the general partner until the cumulative amount of net income allocated to the unit holders equals the aggregate cumulative amount of cash distributable to the unit holders. After sufficient net income has been allocated to the unit holders to equal the amount of cash distributable to them, all the net income is to be allocated to the general partner until it equals the amount of cash distributed to it.
8. SUPPLEMENTAL CASH FLOW Interest paid during 2002, 2001 and 2000 was INFORMATION approximately $1,843,000, $1,875,000, and $1,889,000, respectively.
9. 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:
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2002
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO SCHEDULE III DECEMBER 31, 2002
1. RECONCILIATION OF LAND The following table reconciles the land from January 1, 2000 to December 31, 2002:
2. RECONCILIATION OF The following table reconciles the buildings and BUILDINGS AND improvements from January 1, 2000 to December IMPROVEMENTS 31, 2002:
3. RECONCILIATION OF ACCUMULATED DEPRECIATION The following table reconciles the accumulated depreciation from January 1, 2000 to December 31, 2002:
4. TAX BASIS OF BUILDINGS AND IMPROVEMENTS The aggregate cost of buildings and improvements for federal income tax purposes is equal to the cost basis used for financial statements purposes.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Uniprop Manufactured Housing Communities Income Fund II, 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 II, a Michigan Limited Partnership
BY: Genesis Associates Limited Partnership, General Partner
BY: Uniprop, Inc., Managing General Partner
By: /s/ Paul M. Zlotoff --------------------------------------- Paul M. Zlotoff, Chairman Dated: March 24, 2003
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, Chairman of Uniprop, (Chief Financial Officer of Inc. (Principal Executive Officer) Uniprop, Inc.)
Dated: March 24, 2003
By: /s/ Susann Szepytowski ----------------------- Susann Szepytowski (Controller of Uniprop, Inc.)
Dated: March 24, 2003
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 II;
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/ Paul M. Zlotoff -------------------
Paul M. Zlotoff, Principal Executive Officer President & Director of GP Genesis Corp.
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 II.
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 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 and 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
EXHIBIT INDEX