<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [Fee Required]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
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 in its charter)
California 33-0054332
- --------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
- ----------------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (619) 746-2411
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
-------------------------------------
(Title of Class)
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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year: $533,300
DOCUMENTS INCORPORATED BY REFERENCE: None
1
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TABLE OF CONTENTS
PART I
------
<TABLE>
<CAPTION>
Page
- ----------
<S> <C> <C>
Item 1. Description of Business 3
Item 2. Description of Properties 4
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
-------
Item 5. Market for the Partnership's Units and Related
Security Holder Matters 5
Item 6. Management's Discussion and Analysis 5
Item 7. Financial Statements 7
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 17
PART III
--------
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of The Exchange Act 17
Item 10. Executive Compensation 18
Item 11. Security Ownership of Certain Beneficial Owners
and Management 18
Item 12. Certain Relationships and Related Transactions 18
Item 13. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
</TABLE>
2
<PAGE>
PART I
------
Item 1. DESCRIPTION OF BUSINESS
-----------------------
Business Development
- --------------------
Windsor Park Properties 2, a California Limited Partnership (the Partnership),
was formed on October 10, 1984 pursuant to the provisions of the California
Uniform Limited Partnership Act. The General Partners of the Partnership are
The Windsor Corporation, a California corporation, and John A. Coseo, Jr.,
chief executive officer, president, and principal stockholder of The Windsor
Corporation.
The Partnership was organized to acquire and hold existing manufactured home
communities for investment. Its principal investment objectives are to provide
to its Limited Partners: (i) distributions of cash from operations, (ii)
preservation, protection, and eventual return of the Limited Partners'
investment, and (iii) realization of appreciation in the value of the properties
acquired.
The Partnership was funded through a public offering of 150,030 limited
partnership units (Units). All of the Units were sold for gross proceeds
aggregating $15,003,000. In addition, the General Partners initially purchased
1,500 Units for $150,000. The offering commenced on November 30, 1984 and
terminated on October 14, 1985. The net proceeds from the offering were expended
for the acquisition of six fully-developed manufactured home communities located
in Kentucky, Louisiana, Oklahoma, and Florida. The Partnership paid all cash
for these properties and there are no plans to purchase additional properties.
In May 1988, the Partnership sold the Imperial and Imperial Estates manufactured
home communities for net proceeds of $3,492,700. The communities were
originally purchased in November 1985, for a total price of $2,017,900.
In December 1992, the Partnership sold the Palm Bay Estates manufactured home
community for net proceeds of $4,982,700. The community was originally
purchased in April 1985 for a total price of $3,871,000. The Partnership
realized an accounting gain on sale of $2,369,800. In connection with the sale,
the Partnership provided financing in the form of a $4,300,000 promissory note
collateralized by a first mortgage on the property. The note was fully
collected in June 1994.
In August 1993, the Partnership sold the Conway Circle manufactured home
community for net proceeds of $1,505,300. Conway Circle was originally acquired
in March 1985 at a total price of $1,203,600. The Partnership realized an
accounting gain on sale of $674,700.
The Partnership continues to own two properties - the Edgewood manufactured home
community located in Oklahoma City, Oklahoma and the Pinecrest manufactured home
community located in Shreveport, Louisiana. Both properties have been severely
impacted by weak local oil and gas economies over the past several years and
occupancy rates and park operating income have declined steadily over the same
period. At February 28, 1996 Edgewood and Pinecrest were 47% and 64% occupied,
respectively. The Partnership continues to offer incentive programs to attract
new tenants but key to increasing occupancies would be a strengthening of the
local economies.
The Partnership has owned the Edgewood and Pinecrest properties since August
1985. Given the length of the holding period and the fact that there are no
indications of short-term turnarounds in the local economies, the General
Partners have determined that it is in the best interests of the limited
partners to sell the properties. Upon the sale of the properties, the timing of
which cannot be determined, the Partnership will be liquidated as soon as
possible thereafter.
3
<PAGE>
Business of Issuer
- ------------------
The Partnership is currently in the business of managing and eventually selling
the existing manufactured home communities. Competitors of the Partnership
include other public and private limited partnerships, individuals,
corporations, and other entities engaged in real estate investment activities.
Competition for such properties varies with changes in the supply or demand for
similar or competing properties in a given area, changes in interest rates and
in the availability of mortgage funds, and changes in tax, real estate,
environmental, and zoning laws.
Partnership profitability depends in part on maximizing occupancy and rental
rates in its manufactured home communities. Rents and occupancy rates are
affected by both changes in general economic conditions and changes in local
conditions such as levels of employment, supply of other comparable units or
competitive housing alternatives, zoning laws, and the availability and cost of
energy and transportation.
All of the Partnership's properties are located in or near large urban areas.
Accordingly, they compete for rentals not only with other manufactured home
communities but with apartments and any other form of low-cost housing that
might exist.
The Partnership's profitability depends on the minimization of both property and
partnership administration expenses. Expenses are affected by changes in
general economic trends and changes in local conditions such as prevailing
wages, utility rates, insurance costs, and real estate taxation practices.
The Partnership has no employees. Partnership administrative services are
provided by The Windsor Corporation, which is reimbursed for costs incurred on
behalf of the Partnership. An independent property management company employs
all of the properties' on-site personnel and is reimbursed by the Partnership
for such costs.
Item 2. DESCRIPTION OF PROPERTIES
-------------------------
The Partnership owns interests in two properties. The Partnership operates the
properties as manufactured home communities, renting space to manufactured home
tenants on a month-to-month basis. The properties compete for rentals with
other manufactured home communities and apartments in their local markets. Both
properties are unencumbered. It is the General Partners' opinion that the
properties are in average condition and adequately insured.
<TABLE>
<CAPTION>
Edgewood Pinecrest
-------- ---------
Oklahoma City, Shreveport,
Location Oklahoma Louisiana
- --------------------------------------------------------------------------------
<S> <C> <C>
Date Acquired 8/85 8/85
Acreage 15 83
Number of Spaces 145 405
Monthly Rents (1) $143 $120
Occupancy Level:
February 28, 1996 47% 64%
Real Estate Taxes $2,700 $18,800
Federal Tax Basis (2) $1,062,900 $2,892,600
</TABLE>
(1) Average rental rates in effect on February 28, 1996.
4
<PAGE>
(2) For income tax purposes, the properties and their components are
depreciated using both straight line and accelerated methods over useful
lives ranging from 4 to 40 years.
Item 3. LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Partnership is a party of or which any
of its properties is the subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
There were no matters submitted to security holders for a vote during the fourth
quarter of the fiscal year covered by this report.
PART II
-------
Item 5. MARKET FOR THE PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS
----------------------------------------------------------------------
A public market for the Partnership's units does not exist and is not likely to
develop. As of February 28, 1996, there were approximately 2,700 persons
holding an aggregate of 149,731 Units.
Cash distributions paid to the limited partners since December 31, 1993 are as
follows:
<TABLE>
<CAPTION>
Per $1,000
Originally
Date Paid Amount (1) Invested (2)
- ---------------- ----------- ------------
<S> <C> <C>
August 1995 $ 100,000 $ 6.60
May 1995 $ 100,000 $ 6.60
February 1995 $ 100,000 $ 6.60
November 1994 $ 100,000 $ 6.60
August 1994 $2,000,000 $131.99
May 1994 $ 100,000 $ 6.60
February 1994 $ 150,000 $ 9.90
</TABLE>
(1) Amounts are comprised of funds from operations, sales proceeds and
collections of notes receivable, and exclude General Partner
participation.
(2) Computed based on $15,153,000 original investment.
Cash distributions paid to the General Partners since December 31, 1993 were
$28,400. The General Partners currently do not intend to make any further cash
distributions until the final two investment properties are sold and the
Partnership liquidated.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
a) Liquidity and Capital Resources
-------------------------------
The Partnership's primary sources of cash during the years ended December 31,
1995 and 1994 were from the operations of its investment properties and
collections on notes receivable. The primary use of cash during the same period
was for cash distributions to partners.
In June 1994, the Partnership received a final payoff on a note receivable
relating to the sale of the
5
<PAGE>
Palm Bay Estates community in December 1992. Total payments received during the
year ended December 31, 1994 were $2,855,500.
The Partnership continues to own two properties - the Edgewood manufactured home
community located in Oklahoma City, Oklahoma and the Pinecrest manufactured home
community located in Shreveport, Louisiana. Both properties have been severely
impacted by weak local oil and gas economies over the past several years and
occupancy rates and park operating income have declined steadily over the same
period. The Partnership continues to offer incentive programs to attract new
tenants but key to increasing occupancies would be a strengthening of the local
economies. Both properties generated positive cash flow in 1994 and 1995 and
are expected to so do again in 1996.
The Partnership has owned the Edgewood and Pinecrest properties since August
1985. Given the length of the holding period and the fact that there are no
indications of short-term turnarounds in the local economies, the General
Partners have determined that it is in the best interests of the limited
partners to sell the properties. Upon the sale of the properties, the timing of
which cannot be determined, the Partnership will be liquidated as soon as
possible thereafter.
The General Partners currently do not intend to make any further cash
distributions until the final two investment properties are sold and the
Partnership liquidated.
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 until the final two investment properties are sold and the
Partnership liquidated.
b) Results of Operations
---------------------
The Partnership incurred net losses of $157,200 and $1,001,700 for the years
ended December 31, 1995 and 1994, respectively. The net losses per limited
partnership unit were $1.04 in 1995 compared to $6.59 in 1994.
Rent and utilities revenues increased from $464,300 in 1994 to $476,100 in 1995.
The overall occupancy of the Partnership's two investment properties increased
from 52% at December 31, 1994 to 60% at December 31, 1995.
Interest income for the years ended December 31, 1995 and 1994 was $27,000 and
$172,800, respectively. The decrease in 1995 is due mainly to the full
collection of the Palm Bay note in June 1994, as previously discussed.
Property operating expenses increased from $414,400 in 1994 to $463,500 in 1995.
The increase is attributable to higher wages, utilities, and repairs and
maintenance costs.
In September 1994, the Partnership provided $1,075,000 for estimated losses in
value of the Edgewood and Pinecrest manufactured home communities. In December
1995, the Partnership provided an additional $90,000 for an estimated loss in
value of the Edgewood community. The provisions were made after management
reviews of the properties and the local markets indicated that impairments in
the values of the properties had occurred. The provisions were measured as the
difference between the carrying value of the properties and their estimated
future undiscounted cash flows. Factors considered and judgements made in
estimating future cash flows included current and expected future occupancy
rates, future rent raises, changes in operating expenses, the forecasted holding
period and the estimated property selling price.
6
<PAGE>
Depreciation and amortization expense decreased from $77,900 in 1994 to $64,100
in 1995. The decrease is due mainly to the $1,075,000 provision for loss in
value recorded in September 1994, as discussed previously. A portion of the
provision was recorded as a reduction to the depreciable basis of the property,
thereby reducing future depreciation expense.
General and administrative expenses decreased from $83,900 in 1994 to $72,900 in
1995 due mainly to a $6,300 state asset tax incurred in 1994 related to the Palm
Bay note receivable. There was no state asset tax incurred in 1995.
Interest expense of $3,700 in 1994 relates mainly to three notes which were
retired in 1994. The Partnership incurred no interest expense in 1995.
Item 7. FINANCIAL STATEMENTS
--------------------
The following financial statements are filed as a part of this report:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 8
Balance Sheet at December 31, 1995 9
Statements of Operations for the years ended
December 31, 1995 and 1994 10
Statements of Partners' Equity for the years ended
December 31, 1995 and 1994 11
Statements of Cash Flows for the years ended
December 31, 1995 and 1994 12
Notes to Financial Statements 13
</TABLE>
7
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
Windsor Park Properties 2
(A California Limited Partnership)
Escondido, California
We have audited the accompanying balance sheet of Windsor Park Properties 2 as
of December 31, 1995 and the related statements of operations, partners' equity,
and cash flows for each of the two years in the period ended December 31, 1995.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Windsor Park Properties 2 as of December 31,
1995 and the results of its operations and its cash flows for each of the two
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the financial statements, during February 1996 the
general partners decided it was in the best interest of the Partnership to sell
the Partnership's remaining properties. After the properties are sold, the
Partnership will be liquidated.
Deloitte & Touche LLP
Costa Mesa, California
March 1, 1996
8
<PAGE>
WINDSOR PARK PROPERTIES 2
----------------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
<TABLE>
<CAPTION>
December 31, 1995
-----------------
ASSETS
- ------
<S> <C>
Property held for sale, net $ 775,000
Cash and cash equivalents 411,800
Other assets 27,000
---------
$1,213,800
==========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Accounts payable $ 24,900
Accrued expenses 25,500
Tenant deposits and other liabilities 13,400
----------
63,800
----------
Partners' equity:
Limited partners 1,566,000
General partners (416,000)
----------
1,150,000
----------
$1,213,800
==========
</TABLE>
See accompanying notes to financial statements.
9
<PAGE>
WINDSOR PARK PROPERTIES 2
----------------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------
1995 1994
--------------- --------------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 476,100 $ 464,300
Interest 27,000 172,800
Other 30,200 16,100
--------- -----------
533,300 653,200
--------- -----------
COSTS AND EXPENSES
- ------------------
Property operating 463,500 414,400
Depreciation and amortization 64,100 77,900
General and administrative:
Related parties 33,200 37,900
Other 39,700 46,000
Interest 3,700
Provision for estimated loss in value of
property held for sale 90,000 1,075,000
-------- ----------
690,500 1,654,900
-------- ----------
Net loss $(157,200) $(1,001,700)
========= ===========
Net loss - general partners $ (1,600) $ (10,000)
========= ===========
Net loss - limited partners $(155,600) $ (991,700)
========= ===========
Net loss per limited partnership unit $ (1.04) $ (6.59)
========= ===========
</TABLE>
See accompanying notes to financial statements.
10
<PAGE>
WINDSOR PARK PROPERTIES 2
----------------------------------
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
----------------------------------------------
<TABLE>
<CAPTION>
General Partners Limited Partners Total
---------------- ---------------- -----
<S> <C> <C> <C>
Balance at January 1, 1994 $(376,000) $ 5,377,500 $ 5,001,500
Cash distributions (25,400) (2,350,000) (2,375,400)
Net loss (10,000) (991,700) (1,001,700)
Repurchase of limited partnership
units (12,000) (12,000)
-------- ----------- -----------
Balance at December 31, 1994 (411,400) 2,023,800 1,612,400
Cash distributions (3,000) (300,000) (303,000)
Net loss (1,600) (155,600) (157,200)
Repurchase of limited partnership
units (2,200) (2,200)
---------- ---------- ----------
Balance at December 31, 1995 $(416,000) $1,566,000 $ 1,150,000
========= ========== ===========
</TABLE>
See accompanying notes to financial statements.
11
<PAGE>
WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $(157,200) $(1,001,700)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 64,100 77,900
Loss (gain) on sale of property held
for sale and other assets 6,000 (100)
Provision for estimated loss in value
of property held for sale 90,000 1,075,000
Changes in operating assets and liabilities:
Other assets 4,000 (1,600)
Accounts payable 2,200 13,300
Accrued expenses 7,600 (7,700)
Tenant deposits and other liabilities (1,700) (5,400)
--------- -----------
Net cash provided by operating activities 15,000 149,700
--------- -----------
Cash flows from investing activities:
Increase in property held for sale (22,300) (84,900)
Proceeds from sale of property held for sale
and other assets 6,500 100
Proceeds from collection of notes receivable 2,855,500
--------- -----------
Net cash (used in) provided by investing
activities (15,800) 2,770,700
--------- -----------
Cash flows from financing activities:
Cash distributions (303,000) (2,375,400)
Repurchase of limited partnership units (2,200) (12,000)
Repayment of notes payable (56,400)
--------- -----------
Net cash used in financing activities (305,200) (2,443,800)
--------- -----------
Net (decrease) increase in cash and cash
equivalents (306,000) 476,600
Cash and cash equivalents at beginning of year 717,800 241,200
--------- -----------
Cash and cash equivalents at end of year $ 411,800 $ 717,800
========= ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest (none capitalized) $ -- $ 3,700
========= ===========
</TABLE>
See accompanying notes to financial statements.
12
<PAGE>
WINDSOR PARK PROPERTIES 2
-------------------------
(A California Limited Partnership)
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------
The Partnership
- ---------------
Windsor Park Properties 2, A California Limited Partnership (the Partnership),
was formed on October 10, 1984 for the purpose of acquiring and holding existing
manufactured home communities for investment. The General Partners of the
Partnership are The Windsor Corporation, a California corporation, and John A.
Coseo, Jr., chief executive officer, president, and principal shareholder of The
Windsor Corporation. The Partnership was funded through a public offering of
151,530 limited partnership units at $100 per unit which commenced on November
30, 1984 and terminated on October 14, 1985.
In February 1996, the General Partners determined that it was in the best
interests of the limited partners to sell the Partnership's two remaining
investment properties. Upon the sale of the properties, the timing of which
cannot presently be determined, the Partnership will be liquidated as soon as
possible thereafter.
The following is a summary of the Partnership's significant accounting policies:
Property Held for Sale
- ----------------------
Property held for sale is recorded at the lower of cost or estimated net
realizable value after disposition costs and depreciated over various estimated
useful lives (buildings and improvements - 5 to 20 years; fixtures and equipment
- - 3 to 5 years) using the straight-line method. When assets are sold or
otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts, and any gain or loss is included in net income. Repairs and
maintenance are charged to operations as incurred.
Property held for sale is reviewed for impairment annually or whenever events or
changes in circumstances indicate that the carrying values of the properties may
not be recoverable. Impairment is measured as the difference between the
carrying value of the property and the estimated future undiscounted cash flows.
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of Long-
Lived Assets and Long-Lived Assets to Be Disposed Of (SFAS No. 121), which must
be adopted by the Partnership in 1996. SFAS No. 121, when adopted, represents a
change in the way the Partnership will measure the recoverability of its
property held for sale. SFAS No. 121 also requires that assets to be disposed
of shall not be depreciated while they are held for disposal. At this time,
except for the impact of not having to depreciate the property held for sale,
the General Partners do not believe that adoption of SFAS No. 121 will have a
material impact on the financial statements of the Partnership.
Income Taxes
- ------------
Under provisions of the Internal Revenue Code and the California Revenue and
Taxation Code, partnerships are generally not subject to income taxes. The tax
effect of any income or loss accrues to the individual partners.
13
<PAGE>
Net Loss Per Limited Partnership Unit
- -------------------------------------
Net loss per limited partnership unit is calculated based on the weighted
average number of limited partnership units outstanding during the year and the
net loss allocated to the Limited Partners. The weighted average number of
limited partnership units outstanding during the years ended December 31, 1995
and 1994 was 150,201 and 150,550, respectively.
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 assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
- -----------------------------------
The carrying amounts of cash and cash equivalents, accounts payable, accrued
expenses and other liabilities approximate fair value because of the short
maturity of the financial instruments.
Statements of Cash Flows
- ------------------------
For purposes of the statements of cash flows, the Partnership considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
Reclassification
- ----------------
Certain 1994 amounts have been reclassified to conform with the 1995
presentation.
NOTE 2. PARTNERSHIP AGREEMENT
- ------------------------------
In accordance with the Partnership Agreement, the maximum liability of the
Limited Partners is the amount of their capital contributions. The number of
limited partnership units outstanding at December 31, 1995 and 1994 was 149,833
and 150,345, respectively, which represented capital contributions of
$14,983,300 and $15,034,500, respectively. During the years ended December 31,
1995 and 1994, the Partnership repurchased 512 units and 600 units,
respectively, for $2,200 and $12,000, respectively. The General Partners owned
1,550 units at both December 31, 1995 and 1994.
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 company in which The
Windsor Corporation has a nominal equity position. For management services,
WAMI received 5% of gross property receipts. During the year ended December 31,
1994, WAMI received fees of $21,900. WAMI received no fees during the year
ended December 31, 1995.
The net profits and losses of the Partnership during the operational stage are
allocated 99% to the Limited Partners and 1% to the General Partners. Cash
distributions from operations during the
14
<PAGE>
operational stage are allocated 95% to the Limited Partners and 5% to the
General Partners.
The Partnership reimburses The Windsor Corporation for certain direct expenses,
and employee, executive and administrative time, which are incurred on the
Partnership's behalf. The Partnership was charged $40,600 and $45,200 for such
costs during the years ended December 31, 1995 and 1994, respectively. These
costs are included in property operating and general and administrative expenses
in the accompanying Statements of Operations.
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% 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%, 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% cumulative, non-compounded,
annual return on their original capital investments. No commissions were paid to
the General Partners during the years ended December 31, 1995 and 1994.
The General Partners also receive 1% of cash distributions from the sale of
Partnership properties.
During the years ended December 31, 1995 and 1994, the General Partners received
cash distributions of $3,000 and $25,400, respectively.
NOTE 3. PROPERTY HELD FOR SALE
----------------------
Property held for sale consists of two manufactured home communities summarized
as follows:
<TABLE>
<CAPTION>
Name of Property Date Acquired Location
- ---------------- ------------- --------
<S> <C> <C>
Edgewood August 1, 1985 Oklahoma City, Oklahoma
Pinecrest August 30, 1985 Shreveport, Louisiana
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Land $ 376,000
Buildings and improvements 2,603,900
Fixtures and equipment 57,800
----------
3,037,700
Accumulated depreciation (2,172,700)
Allowance for loss on sale (90,000)
-----------
$ 775,000
===========
</TABLE>
In September 1994, the Partnership provided $1,075,000 for estimated losses in
value of the Edgewood and Pinecrest manufactured home communities. In December
1995, the Partnership provided an additional $90,000 for an estimated loss in
value of the Edgewood community. The provisions were made after management
reviews of the properties and the local markets indicated that impairments in
the values of the properties had occurred. The provisions were measured as the
difference between the carrying value of the properties and their estimated
future undiscounted cash
15
<PAGE>
flows. The 1995 provision of $90,000 is reflected as an allowance to the
carrying value of the property due to the pending sale. The 1994 provision of
$1,075,000 is reflected as a reduction to the depreciable and non-depreciable
components of the properties.
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. During the years ended December
31, 1995 and 1994 the limited partners received distributions of $300,000 ($2.00
per unit) and $2,350,000 ($15.61 per unit), respectively, all of which
represented returns of capital.
NOTE 5. INCOME TAXES
------------
Certain transactions of the Partnership are reported in different periods for
financial and tax reporting purposes. A reconciliation between amounts reported
for financial statement and federal tax return purposes as of December 31, 1995
and 1994 and for the years then ended follows:
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
---------------------------------- ---------------------------------
Net (Loss) Partners' Net (Loss) Partners'
Income Equity Income Equity
------------ ------------ ----------- -------------
<S> <C> <C> <C> <C>
Per financial
statements $(157,200) $1,150,000 $(1,001,700) $1,612,400
Syndication
costs 1,560,500 1,560,500
Gain on sale of
property held
for investment (125,000) 1,270,700 (125,000)
Provision for
estimated loss
in value of
property held
for investment 90,000 3,195,000 1,075,000 3,105,000
Nonrefundable
loan fees (24,000)
Depreciation (116,200) 116,700 (115,900) 232,900
Other (7,400) (11,000) (5,700) (3,600)
--------- ---------- ----------- ----------
Per partnership
tax return $(190,800) $ 5,886,200 $1,198,400 $6,382,200
========= =========== ========== ==========
</TABLE>
16
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements over accounting or financial disclosure with the
independent accountants for the Partnership.
PART III
--------
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
-------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
The original general partners of the Partnership were The Windsor Corporation
(Windsor), and John A. Coseo, Jr. Mr. Coseo, his wife Patricia Ann Coseo and
their children owned a majority of the stock of Windsor.
In July 1994, Windsor merged into Windsor Group, Inc., a majority-owned
subsidiary. In conjunction with the merger, Windsor Group, Inc. changed its
name to The Windsor Corporation (Wincorp). Subsequent to the merger, Mr. Coseo,
his wife Patricia Ann Coseo and their children own a majority of the stock of
Wincorp.
Windsor and Wincorp were incorporated in 1977 and 1992, respectively, to engage
in the real estate syndication business. Since 1979 they have concentrated
solely on the acquisition, management, and sale of fully-developed manufactured
home communities through the investment programs which they sponsor.
The executive officers of Windsor and Wincorp, their subsidiaries, and
affiliates do not receive direct compensation from the Partnership in these
capacities and are only required to spend such time on the Partnership's affairs
as is deemed necessary. Substantial amounts of these officers' time is expected
to be spent on matters unrelated to the Partnership, particularly after the
completion of its offering and acquisition stages.
The names, ages, and nature of the positions held by the directors and executive
officers of Wincorp follow:
<TABLE>
<CAPTION>
Name Age Office
- ------------------ -------- -------------------------
<S> <C> <C>
John A. Coseo, Jr. 57 Chairman of the Board and Chief
Executive Officer
Patricia A. Coseo 54 Secretary and Director
</TABLE>
A brief background of the directors and executive officers follows.
John A. Coseo, Jr. (57) was the founder of Windsor in 1974 and has been actively
involved in all facets of the manufactured housing business since that time.
From 1979 to the present, Mr. Coseo has acted as general partner or advisor in
the acquisition and management of 55 manufactured home communities throughout
the United States. Mr. Coseo is the Chairman and chief executive officer of
Wincorp. Mr. Coseo is a general partner of seven limited partnerships which
have registered their securities under the Securities and Exchange Act of 1934.
Mr. Coseo is also Chairman, chief executive officer, and a trustee of Wincorp's
first sponsored real estate investment trust, Windsor Real Estate Investment
Trust 8. Mr. Coseo is the husband of Patricia A. Coseo.
17
<PAGE>
Patricia A. Coseo (54) is and has been the Secretary and a Director of Windsor
and Wincorp for the past ten years. She is involved in corporate planning and
development, and is the spouse of John A. Coseo, Jr.
Item 10. EXECUTIVE COMPENSATION
----------------------
The Partnership has not paid and does not propose to pay any remuneration or
retirement benefits to the directors or executive officers of The Windsor
Corporation, its subsidiaries and affiliates. Refer to Item 12 (Certain
Relationships and Related Transactions) for management fees and expense
reimbursements paid to The Windsor Corporation and affiliates by the
Partnership.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of more
than 5% of the limited partnership units.
(b) Security Ownership of Management
The following table presents certain information regarding the number of units
owned, directly or indirectly, by (i) each General Partner and (ii) all General
Partners as a group as of December 31, 1995:
<TABLE>
<CAPTION>
Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Units of Limited John A. Coseo, Jr.,
Partnership Interest a General Partner 50 .03%
Units of Limited The Windsor Corporation,
Partnership Interest a General Partner 1,500 1.00%
----- ----
Units of Limited All General Partners as
Partnership Interest a group 1,550 1.03%
===== ====
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The following table reflects all compensation accrued or paid to the General
Partners and their affiliates during the years ended December 31, 1995 and 1994.
<TABLE>
<CAPTION>
Form of Compensation and Entity Receiving 1995 1994
- ----------------------------------------- ---- ----
<S> <C> <C>
Expense reimbursement - The Windsor Corporation $40,600 $45,200
Cash distributions - The Windsor Corporation $ 3,000 $25,400
Property management fees - Windsor
Asset Management, Inc. $ -0- $21,900
</TABLE>
18
<PAGE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) Exhibits and Index of Exhibits
(3) - Certificate and Agreement of Limited Partnership filed as
Exhibit A to Registration Statement No. 2-93829 and incorporated
herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter of the
period covered by this Form 10-KSB.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 18 day of
March, 1996.
WINDSOR PARK PROPERTIES 2
A California Limited Partnership
By: /s/ John A. Coseo, Jr.
--------------------------------
JOHN A. COSEO, JR.
Individual General Partner
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John A. Coseo, Jr. General Partner and Chairman of the March 18, 1996
- ------------------------- Board of The Windsor Corporation
JOHN A. COSEO, JR. (Principal Executive Officer of The
Windsor Corporation)
/s/ Patricia A. Coseo Director of The Windsor Corporation March 18, 1996
- -------------------------
PATRICIA A. COSEO
</TABLE>
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 2 AS OF DECEMBER 31, 1995 AND THE RELATED
STATEMENTS OF OPERATIONS, PARTNER'S EQUITY AND CASH FLOWS FOR THE YEAR THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 411,800
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,037,700
<DEPRECIATION> 2,262,700
<TOTAL-ASSETS> 1,213,800
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,150,000<F1>
<TOTAL-LIABILITY-AND-EQUITY> 1,213,800
<SALES> 0
<TOTAL-REVENUES> 533,300
<CGS> 0
<TOTAL-COSTS> 463,500
<OTHER-EXPENSES> 227,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (157,200)
<INCOME-TAX> 0
<INCOME-CONTINUING> (157,200)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (157,200)
<EPS-PRIMARY> (1.04)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Limited and general partners equity
<F2>Net loss per limited partnership unit
</FN>
</TABLE>
