<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 0-15699
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WINDSOR PARK PROPERTIES 3, A CALIFORNIA LIMITED PARTNERSHIP
------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-0115651
------------------------------------ ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
- ------------------------------------------------------------------------------
(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
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WINDSOR PARK PROPERTIES 3
-------------------------
(A California Limited Partnership)
BALANCE SHEET
----------------------------------
(unaudited)
<TABLE>
<CAPTION>
March 31, 1995
--------------
<S> <C>
ASSETS
Property held for investment:
Land $ 920,000
Buildings and improvements 3,160,000
Fixtures and equipment 65,400
-----------
4,145,400
Less accumulated depreciation (2,127,900)
-----------
2,017,500
Investments in joint ventures 1,245,200
Cash and cash equivalents 241,500
Other assets 58,300
-----------
$ 3,562,500
===========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Accounts payable $ 31,200
Accrued liabilities 50,500
Tenant deposits and other liabilities 52,200
-----------
133,900
-----------
Partners' equity:
Limited partners 3,968,200
General partners (539,600)
-----------
3,428,600
-----------
$ 3,562,500
===========
</TABLE>
3
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WINDSOR PARK PROPERTIES 3
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1995 1994
------------ ------------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $245,700 $244,800
Equity in earnings of joint ventures 7,500 4,500
Interest 3,100 2,100
Other 11,000 14,900
-------- --------
267,300 266,300
-------- --------
COSTS AND EXPENSES
- ------------------
Property operating costs 176,300 191,400
Depreciation and amortization 26,800 35,100
General and administrative:
Related parties 18,700 19,400
Other 15,800 14,700
Interest 1,000
-------- --------
237,600 261,600
-------- --------
Net income $ 29,700 $ 4,700
======== ========
Net income - general partners $ 300 $ --
======== ========
Net income - limited partners $ 29,400 $ 4,700
======== ========
Net income per limited partnership unit $ 0.15 $ 0.02
======== ========
</TABLE>
4
<PAGE>
WINDSOR PARK PROPERTIES 3
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1995 1994
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 29,700 $ 4,700
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 26,800 35,100
Equity in earnings of joint ventures (7,500) (4,500)
Joint ventures' cash distributions 7,500 4,500
Changes in operating assets and liabilities:
Other assets 1,600 39,800
Accounts payable (7,400) 2,500
Accrued liabilities (1,700) (24,500)
Tenant deposits and other liabilities (4,800) (1,700)
--------- ---------
Net cash provided by operating activities 44,200 55,900
--------- ---------
Cash flows from investing activities:
Joint ventures' cash distributions 27,200 17,000
Increase in property held for investment (16,200) (20,500)
Proceeds from sale of property held for investment 500
--------- ---------
Net cash provided by (used in) investing activities 11,500 (3,500)
--------- ---------
Cash flows from financing activities:
Cash distributions (73,700) (105,300)
Repayment of note payable (10,000)
Repurchase of limited partnership units (500)
--------- ---------
Net cash used in financing activities (74,200) (115,300)
--------- ---------
Net decrease in cash and cash equivalents (18,500) (62,900)
Cash and cash equivalents at beginning of period 260,000 434,400
--------- ---------
Cash and cash equivalents at end of period $241,500 $371,500
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (none capitalized) $ -- $ 1,000
========= =========
</TABLE>
See accompanying notes to financial statements.
5
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WINDSOR PARK PROPERTIES 3
-------------------------
(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. INVESTMENTS IN JOINT VENTURES
-----------------------------
The Partnership's investments in joint ventures consist of undivided interests
in two manufactured home communities. The combined condensed results of
operations of these properties for the three months ended March 31, 1995 and
1994 follows:
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Total revenues $219,200 $195,900
-------- --------
Expenses:
Property operating 127,600 115,400
Depreciation 65,200 63,000
-------- --------
192,800 178,400
-------- --------
Net income $ 26,400 $ 17,500
======== ========
</TABLE>
NOTE 3. NET INCOME PER LIMITED PARTNERSHIP UNIT
---------------------------------------
Net income per limited partnership unit is calculated based on the weighted
average number of limited partnership units outstanding during the period and
the net 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 200,262 and 200,845, respectively.
NOTE 4. 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.)
6
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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
$13,000. 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 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 $21,100 and
$22,200 for such costs during the three months ended March 31, 1995 and 1994,
respectively.
Liquidation Stage
- -----------------
The General Partners receive 1 percent of the profits, losses, and cash
distributions from the sale or financing of Partnership properties. This
participation increases to 15 percent after the Limited Partners have received
their original invested capital plus a 9 percent cumulative, non-compounded
annual return.
During the three months ended March 31, 1995 and 1994, the General Partners
received cash distributions of $3,700 and $5,300, respectively.
NOTE 5. 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 $ 29,400 $ 0.15 $ 4,700 $ 0.02
Return of capital 40,600 0.20 95,300 0.48
-------- -------- -------- --------
$ 70,000 $ 0.35 $100,000 $ 0.50
======== ======== ======== ========
</TABLE>
7
<PAGE>
WINDSOR PARK PROPERTIES 3
-------------------------
(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.
Partners' equity decreased from $3,473,100 at December 31, 1994 to $3,428,600 at
March 31, 1995, as a result of $73,700 in cash distributions to partners and
$500 of repurchased limited partnership units, offsetting $29,700 of net income.
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 realized net income of $29,700 and $4,700 for the three months
ended March 31, 1995 and 1994, respectively. Net income per limited partnership
unit was $0.15 in 1995 compared to $0.02 in 1994.
Rent and utilities revenues remained essentially level at $245,700 in 1995
compared to $244,800 in 1994. The overall occupancy at the Partnership's four
wholly-owned properties decreased slightly from 75% at March 31, 1994 to 73% at
March 31, 1995. Offsetting the decrease in occupancy was a $5 per month rent
increase implemented at Little Eagle effective January 1995.
Equity in earnings of joint ventures, which reflects the Partnership's share of
net income of the Big Country Estates and Harmony Ranch manufactured home
communities, was $7,500 and $4,500 for the three months ended March 31, 1995 and
1994, respectively. The increase in 1995 is due primarily to occupancy
increases at both properties. Big Country increased occupancy from 72% at March
31, 1994 to 79% at March 31, 1995; while Harmony Ranch increased occupancy from
87% at March 31, 1994 to 93% at March 31, 1995. In addition, Harmony Ranch
implemented an $8 per month rent raise effective October 1994.
Property operating costs decreased from $191,400 in 1994 to $176,300 in 1995,
due mainly to lower repairs and maintenance expenses.
Depreciation and amortization expense decreased from $35,100 in 1994 to $26,800
in 1995. The decrease is due mainly to a $600,000 provision for estimated loss
in value of The Pines manufactured home community recorded in September 1994. A
portion of the provision was allocated to the depreciable basis of the property,
thereby reducing future depreciation expense.
8
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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
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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 3,
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> 241,500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,145,400
<DEPRECIATION> (2,127,900)
<TOTAL-ASSETS> 3,562,500
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3,428,600<F1>
<TOTAL-LIABILITY-AND-EQUITY> 3,562,500
<SALES> 0
<TOTAL-REVENUES> 267,300
<CGS> 0
<TOTAL-COSTS> 176,300
<OTHER-EXPENSES> 61,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 29,700
<INCOME-TAX> 0
<INCOME-CONTINUING> 29,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,700
<EPS-PRIMARY> 0.15<F2>
<EPS-DILUTED> 0
<FN>
<F1>LIMITED PARTNERS AND GENERAL PARTNERS EQUITY
<F2>NET INCOME PER LIMITED PARTNERSHIP UNIT
</FN>
</TABLE>
