<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended March 31, 1995
-------------------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________________ to ____________________
Commission file number 0-15698
------------------------
WINDSOR PARK PROPERTIES 2, A CALIFORNIA LIMITED PARTNERSHIP
------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-0054332
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
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(Address of principal executive offices)
(619) 746-2411
------------------------------------------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [_]
--- ---
1
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TABLE OF CONTENTS
PART I
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Page
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Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II
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Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURE
2
<PAGE>
WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
(unaudited)
<TABLE>
<CAPTION>
March 31, 1995
--------------
<C> <S>
ASSETS
- ------
Property held for investment:
Land $ 376,000
Buildings and improvements 2,606,200
Fixtures and equipment 69,800
-----------
3,052,000
Less accumulated depreciation (2,149,200)
-----------
902,800
Cash and cash equivalents 624,600
Other assets 28,400
-----------
$ 1,555,800
===========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Accounts payable $ 17,000
Accrued liabilities 15,100
Tenant deposits and other liabilities 18,300
-----------
50,400
-----------
Partners' equity:
Limited partners 1,917,900
General partners (412,500)
-----------
1,505,400
-----------
$ 1,555,800
===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1995 1994
-------- --------
<C> <S> <S>
REVENUES
- --------
Rent and utilities $117,200 $113,700
Interest 8,400 73,100
Other 2,700 3,200
-------- --------
128,300 190,000
-------- --------
COSTS AND EXPENSES
- ------------------
Property operating costs 98,500 99,300
Depreciation and amortization 17,000 20,400
General and administrative:
Related parties 8,800 11,300
Other 10,000 18,200
Interest 1,800
-------- --------
134,300 151,000
-------- --------
Net (loss) income $ (6,000) $ 39,000
======== ========
Net (loss) income - general partners $ (100) $ 400
======== ========
Net (loss) income - limited partners $ (5,900) $ 38,600
======== ========
Net (loss) income per limited partnership unit $ (0.04) $ 0.26
======== ========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1995 1994
--------- ---------
<C> <S> <S>
Cash flows from operating activities:
Net (loss) income $ (6,000) $ 39,000
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization 17,000 20,400
Amortization of loan fees - note receivable (8,200)
Changes in operating assets and liabilities:
Other assets 7,900 4,100
Accounts payable (5,700) 12,500
Accrued liabilities (2,800) (5,400)
Tenant deposits and other liabilities 3,200 (1,100)
--------- ---------
Net cash provided by operating activities 13,600 61,300
--------- ---------
Cash flows from investing activities:
Proceeds from collection of notes receivable 109,900
Increase in property held for investment (5,800) (7,800)
--------- ---------
Net cash (used in) provided by investing activities (5,800) 102,100
--------- ---------
Cash flows from financing activities:
Cash distributions (101,000) (153,200)
Repayment of notes payable (6,800)
--------- ---------
Net cash used in financing activities (101,000) (160,000)
--------- ---------
Net (decrease) increase in cash and cash equivalents (93,200) 3,400
Cash and cash equivalents at beginning of period 717,800 241,200
--------- ---------
Cash and cash equivalents at end of period $ 624,600 $ 244,600
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (none capitalized) $ -- $ 1,800
========= =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. BASIS OF PRESENTATION
---------------------
The balance sheet at March 31, 1995 and the related statements of operations and
of cash flows for the three months ended March 31, 1995 and 1994 are unaudited.
However, in the opinion of the General Partners, they contain all adjustments,
of a normal recurring nature, necessary for a fair presentation of such
financial statements. Interim results are not necessarily indicative of results
for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Partnership's annual
financial statements and notes. Certain 1994 amounts have been reclassified to
conform with the 1995 presentation.
NOTE 2. NET (LOSS) INCOME PER LIMITED PARTNERSHIP UNIT
----------------------------------------------
Net (loss) income per limited partnership unit is calculated based on the
weighted average number of limited partnership units outstanding during the
period and the net (loss) income allocated to the Limited Partners. The
weighted average number of limited partnership units outstanding during the
three months ended March 31, 1995 and 1994 was 150,345 and 150,945,
respectively.
NOTE 3. RELATED PARTY TRANSACTIONS
--------------------------
The General Partners of the Partnership are The Windsor Corporation, a
California corporation, and John A. Coseo, Jr. (Mr. Coseo is also the
president, chief executive officer and the principal stockholder of The Windsor
Corporation).
The General Partners and their affiliates are entitled to receive various fees
and compensation from the Partnership which are summarized as follows:
Operational Stage
- -----------------
The Partnership's investment properties were managed by Windsor Asset
Management, Inc. (WAMI), an affiliate of The Windsor Corporation, until November
1994. At that time, WAMI was merged into an independent property management
company. For management services, WAMI received 5 percent of gross property
receipts. During the three months ended March 31, 1994, WAMI received fees of
$6,000. WAMI received no fees during the three months ended March 31, 1995.
The net profits and losses of the Partnership during the operational stage are
allocated 99 percent to the Limited Partners and 1 percent to the General
Partners. Cash distributions from operations during the operational stage are
allocated 95 percent to the Limited Partners and 5 percent to the General
Partners.
The Partnership reimburses The Windsor Corporation and affiliates for certain
direct expenses, and employee, executive and administrative time, which are
incurred on the Partnership's behalf. The Partnership was charged $10,600 and
$13,100 for such costs during the three months ended March 31, 1995 and 1994,
respectively.
6
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Liquidation Stage
- -----------------
During the Partnership's liquidation stage, the total compensation paid to all
persons for the sale of investment properties is limited to competitive real
estate commissions, not to exceed 6 percent of the contract price for the sale
of the property. The General Partners may receive up to one-half of the
competitive real estate commission, not to exceed 3 percent, if they provide a
substantial amount of services in the sales effort. The General Partners'
commission is subordinated to the Limited Partners receiving a 9 percent
cumulative, non-compounded, annual return on their original capital investments.
No commissions were paid to the General Partners during the three months ended
March 31, 1995 and 1994.
The General Partners also receive 1 percent of net income and cash distributions
from the sale of Partnership properties.
During the three months ended March 31, 1995 and 1994 the General Partners
received cash distributions of $1,000 and $3,200, respectively.
NOTE 4. DISTRIBUTIONS TO LIMITED PARTNERS
---------------------------------
Distributions to limited partners in excess of net income allocated to limited
partners are considered a return of capital. A breakdown of cash distributions
to limited partners for the three months ended March 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
1995 1994
------------------ -----------------
Per Per
Amount Unit Amount Unit
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Net income
- limited partners $ $ $ 38,600 $0.26
Return of capital 100,000 0.67 111,400 0.73
-------- ----- -------- -----
$100,000 $0.67 $150,000 $0.99
======== ===== ======== =====
</TABLE>
7
<PAGE>
WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Changes in Financial Condition
- ------------------------------
March 31, 1995 as compared to December 31, 1994
- -----------------------------------------------
The Partnership's primary source of cash during the three months ended March 31,
1995 was from the operations of its investment properties. The primary use of
cash during the same period was for cash distributions to partners.
There has been no significant change in the financial condition of the
Partnership since December 31, 1994. The Partnership's cash balance decreased
from $717,800 at December 31, 1994 to $624,600 at March 31, 1995 due mainly to
cash distributions to partners exceeding cash generated from property
operations.
The General Partners are considering the sale of the two remaining properties
owned by the Partnership. Whenever the properties are sold, the proceeds would
be distributed to the partners and the affairs of the Partnership wound up.
The future sources of cash for the Partnership will be provided from property
operations, cash reserves, and ultimately from the sale of property. The future
uses of cash will be for Partnership administration, capital expenditures, and
distributions to partners. The General Partners believe that the future sources
of cash are sufficient to meet the working capital requirements of the
Partnership for the foreseeable future.
Results of Operations
- ---------------------
Three months ended March 31, 1995 as compared to three months ended March 31,
- -----------------------------------------------------------------------------
1994
- ----
The Partnership incurred a net loss of $6,000 ($0.04 per limited partnership
unit) for the three months ended March 31, 1995 and realized net income of
$39,000 ($0.26 per limited partnership unit) for the three months ended March
31, 1994.
Rent and utilities revenues increased slightly from $113,700 in 1994 to $117,200
in 1995. The overall occupancy of the Partnership's two remaining properties
remained level at approximately 57% at March 31, 1995 and 1994.
Interest income decreased from $73,100 in 1994 to $8,400 in 1995 due to the June
1994 repayment of a note receivable taken back by the Partnership from the sale
of Palm Bay Estates in 1992.
General and administrative expense decreased from $29,500 in 1994 to $18,800 in
1995 due mainly to a $6,300 state asset tax incurred in 1994 in connection with
the note receivable taken back on the sale of Palm Bay.
8
<PAGE>
PART II
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the period
covered by this Form 10-QSB.
9
<PAGE>
SIGNATURE
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.
WINDSOR PARK PROPERTIES 2,
A California Limited Partnership
--------------------------------
(Registrant)
By: The Windsor Corporation, General Partner
By /s/ John A. Coseo, Jr.
-------------------------------------------
JOHN A. COSEO, JR.
Chief Financial Officer
(Principal Accounting Officer)
Date: May 10, 1995
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 1995 AND THE RELATED STATEMENTS OF OPERATIONS AND OF CASH
FLOWS FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 624,600
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,052,000
<DEPRECIATION> (2,149,200)
<TOTAL-ASSETS> 1,555,800
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,505,400<F1>
<TOTAL-LIABILITY-AND-EQUITY> 1,555,800
<SALES> 0
<TOTAL-REVENUES> 128,300
<CGS> 0
<TOTAL-COSTS> 98,500
<OTHER-EXPENSES> 35,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,000)
<EPS-PRIMARY> (0.04)<F2>
<EPS-DILUTED> 0
<FN>
<F1> Limited and general partners equity
<F2> Net loss per limited partnership unit
</FN>
</TABLE>
