<PAGE> 1
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 September 30, 1998
--------------------
[ ] 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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WINDSORPARK PROPERTIES 3, A CALIFORNIA LIMITED PARTNERSHIP
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
California 33-0115651
- -------------------------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
6430 South Quebec Street, Englewood, Colorado 80111
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(Address of principal executive offices)
(303) 741-3707
---------------------------
(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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<S> <C> <C>
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 12
</TABLE>
2
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WINDSOR PARK PROPERTIES 3
(A California Limited Partnership)
BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
September 30, 1998
-------------------------------
<S> <C>
ASSETS
Property held for investment:
Land $ 1,192,600
Buildings and improvements 5,293,000
Fixtures and equipment 125,900
-------------------------------
6,611,500
Less accumulated depreciation (2,761,200)
-------------------------------
3,850,300
Investments in joint ventures and limited partnerships 1,273,400
Cash and cash equivalents 597,800
Deferred financing costs 95,000
Other assets 126,300
-------------------------------
Total Assets $ 5,942,800
===============================
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage notes payable $ 2,970,400
Accounts payable 1,700
Accrued expenses 231,500
Due to General Partners and affiliates 26,600
Tenant deposits and other liabilities 43,100
-------------------------------
Total Liabilities 3,273,300
-------------------------------
Partners' equity:
Limited partners 2,721,700
General partners (52,200)
-------------------------------
2,669,500
-------------------------------
Total Liabilities and Partners' Equity $ 5,942,800
===============================
</TABLE>
See accompanying notes to financial statements.
3
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WINDSOR PARK PROPERTIES 3
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
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1998 1997
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<S> <C> <C>
REVENUES
Rent and utilities $ 423,500 $ 404,900
Equity in earnings of joint ventures and limited partnerships 6,200 (7,600)
Interest 7,000 6,100
Other 29,800 9,900
------------------------- -------------------------
466,500 413,300
------------------------- -------------------------
COSTS AND EXPENSES
Property operating 254,300 255,900
Interest 69,900 69,900
Depreciation and amortization 52,200 52,200
General and administrative:
Related parties 8,800 17,200
Other 13,800 9,100
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399,000 404,300
------------------------- -------------------------
Net income $ 67,500 $ 9,000
========================= =========================
Net income - general partners $ 700 $ 0
========================= =========================
Net income - limited partners $ 66,800 $ 9,000
========================= =========================
Basic and dilutive earnings per limited partnership unit $ 0.35 $ 0.05
========================= =========================
</TABLE>
See accompanying notes to financial statements.
4
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WINDSOR PARK PROPERTIES 3
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
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1998 1997
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<S> <C> <C>
REVENUES
Rent and utilities $ 1,261,900 $ 1,204,600
Equity in earnings of joint ventures and limited partnerships 18,300 11,700
Interest 20,700 26,300
Other 50,100 31,600
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1,351,000 1,274,200
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COSTS AND EXPENSES
Property operating 738,500 750,100
Interest 209,800 209,900
Depreciation and amortization 156,600 155,200
General and administrative:
Related parties 27,900 55,100
Other 43,700 31,600
------------------------- -------------------------
1,176,500 1,201,900
------------------------- -------------------------
Net income $ 174,500 $ 72,300
========================= =========================
Net income - general partners $ 1,700 $ 700
========================= =========================
Net income - limited partners $ 172,800 $ 71,600
========================= =========================
Basic and dilutive earnings per limited partnership unit $ 0.90 $ 0.36
========================= =========================
</TABLE>
See accompanying notes to financial statements.
5
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WINDSOR PARK PROPERTIES 3
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
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1998 1997
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 174,500 $ 72,300
Adjustments to reconcile net income to net cash
Provided by operating activities:
Depreciation and amortization 156,600 155,200
Equity in earnings of joint ventures and limited partnerships (18,300) (11,700)
Joint ventures' and limited partnerships cash distributions 18,300 11,700
Amortization of deferred financing costs 15,000 14,900
Loss on sale of property held for investment 0 36,900
Changes in operating assets and liabilities:
(Increase) decrease in other assets (55,500) 108,900
Accounts payable (33,400) 4,600
Increase (decrease) in accrued expenses 132,500 (200)
Due to General Partners and affiliates (43,700) 0
(Decrease) increase in tenant deposits and other liabilities (19,400) (1,300)
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Net cash provided by operating activities 326,600 391,300
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Cash flows from investing activities:
Investment in joint ventures and limited partnerships 0 (636,200)
Increase in property held for investment (101,100) (195,500)
Joint ventures' and limited partnerships cash distributions 150,000 79,400
Proceeds from sale of property held for investment 0 3,000
------------------ --------------
Net cash provided by (used in) investing activities 48,900 (749,300)
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Cash flows from financing activities:
Cash distributions (282,800) (294,700)
Repurchase of limited partnership units (81,000) (27,400)
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Net cash used in financing activities (363,800) (322,100)
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Net increase (decrease) in cash and cash equivalents 11,700 (680,100)
Cash and cash equivalents at beginning of period 586,100 1,191,800
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Cash and cash equivalents at end of period $ 597,800 $ 511,700
================== ===================
</TABLE>
See accompanying notes to financial statements.
6
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WINDSOR PARK PROPERTIES 3
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. THE PARTNERSHIP
Windsor Park Properties 3, A California Limited Partnership ("the Partnership"),
was formed in August 1985 for the purpose of acquiring and holding existing
manufactured home communities for investment. The General Partners of the
Partnership are The Windsor Corporation ("TWC"), a California corporation, and
John A. Coseo, Jr. In September 1997, Chateau Communities, Inc. ("Chateau"), a
publicly held real estate investment trust, purchased 100 percent of the shares
of the Windsor Corporation.
The Partnership was funded through a public offering of 200,000 limited
partnership units at $100 per unit which commenced in October 1985 and
terminated in September 1986. The Partnership term is set to expire in December
1999; however, the Partnership may either be dissolved earlier or extended under
certain circumstances. The Partnership may be extended at the recommendation of
the General Partners with approval of a majority of the Limited Partners.
NOTE 2. BASIS OF PRESENTATION
The balance sheet at September 30, 1998 and the related statements of operations
for the three and nine months ended September 30, 1998 and 1997 and the
statements of cash flows for the nine months ended September 30, 1998 and 1997
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 on form 10-KSB for the year ended December 31,
1997.
NOTE 3. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS
The Partnership's investments in joint ventures and limited partnerships consist
of interests in four manufactured home communities at September 30, 1998. The
combined condensed results of operations of the joint venture and limited
partnership properties for the nine months ended September 30, 1998 and 1997 are
as follows:
<TABLE>
<CAPTION>
1998 1997
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<S> <C> <C>
Total revenues $ 1,330,500 $ 1,146,700
Expenses:
Property operating 661,800 575,500
Depreciation 332,800 245,800
Interest 310,200 302,200
General and administrative 6,300 0
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1,311,100 1,123,500
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Net income $ 19,400 $ 23,200
============================ ===========================
</TABLE>
7
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NOTE 4. BASIC AND DILUTIVE EARNINGS PER LIMITED PARTNERSHIP UNIT
Basic and dilutive earnings 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 and
nine months ended September 30, 1998 was 193,243 and 192,397, respectively; and
for the three and nine months ended September 30, 1997 was 196,634 and 196,910,
respectively.
In 1997, the Partnership adopted Statement of Financial Accounting Standards No.
128 (SFAS 128), "Earnings Per Share." This accounting standard specifies new
computation, presentation, and disclosure requirements for earnings per share to
be applied retroactively. Among other things, SFAS 128 requires presentation of
basic and diluted earnings per share on the face of the income statement. The
adoption of SFAS 128 had no effect on the per unit results previously reported.
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 nine months ended September 30, 1998 and 1997
follows:
<TABLE>
<CAPTION>
1998 1997
--------------------------------- -----------------------------------
Per Per
Amount Unit Amount Unit
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<S> <C> <C> <C> <C>
Net income
- limited partners $ 172,900 $ 0.90 $ 71,600 $ 0.36
Return of capital 107,100 0.56 208,400 1.06
--------------- ------------- ------------------ -------------
$ 280,000 $ 1.46 $ 280,000 $ 1.42
=============== ============= ================== =============
</TABLE>
8
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WINDSOR PARK PROPERTIES 3
(A California Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three months ended September 30, 1998 as compared to three months ended
September 30, 1997
Results of Operations
The Partnership realized net income of $67,500 and $9,000 for the three months
ended September 30, 1998 and 1997, respectively. Net income per limited
partnership unit was $0.35 in 1998 and $0.05 in 1997 respectively. The increase
in revenue is attributable to increased revenue received from rental increases
and an increase in the earnings from joint ventures and limited partnerships.
Rent and utilities revenues increased from $404,900 in 1997 to $423,500 in 1998
due to rent increases realized at the properties.
Equity in earnings of joint ventures and limited partnerships represents the
Partnership's share of the net income of four manufactured home communities in
1998. Equity in earnings of joint ventures and limited partnerships increased
from a loss of $7,600 in 1997 to a gain of $6,200 in 1998. The increase is
primarily due to an increase in occupancy at Denali Park and rent increases in
the other properties.
Interest income increased from $6,100 in 1997 to $7,000 in 1998 due mainly to
higher cash balances maintained by the Partnership.
Property operating expenses remained relatively unchanged for the three months
ended September 30, 1998 compared to the same period in 1997.
General and administrative expenses decreased from $26,300 in 1997 to $22,600 in
1998 due mainly to lower employee time charges from the General Partners.
Nine months ended September 30, 1998 as compared to nine months ended
September 30, 1997
Results of Operations
The Partnership realized net income of $174,500 and $72,300 for the nine months
ended September 30, 1998 and 1997, respectively. Net income per limited
partnership unit was $0.90 in 1998 and $0.36 in 1997 respectively. The increase
in revenue is attributable to the lower property operating costs and the
increased revenue received from rental increases and the increase in the
earnings from the joint ventures and limited partnerships.
Rent and utilities revenues increased from $1,204,600 in 1997 to $1,261,900 in
1998 due to rent increases realized at the properties.
Equity in earnings of joint ventures and limited partnerships represents the
Partnership's share of the net income of four manufactured home communities in
1998. Equity in earnings of joint ventures and limited partnerships increased
from $11,700 in 1997 to $18,300 in 1998 primarily due to an increase in
occupancy at Denali Park and rent increases in the other properties.
Interest income decreased from $26,300 in 1997 to $20,700 in 1998 due mainly to
lower cash balances maintained by the Partnership.
Property operating expenses decreased from $750,100 in 1997 to $738,500 in 1998
due to lower maintenance costs and lower marketing costs.
9
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General and administrative expenses decreased from $86,700 in 1997 to $71,600 in
1998 due mainly to lower employee time charges from the General Partners.
Changes in Financial Condition
The Partnership's primary sources of cash during the nine months ended September
30, 1998 were from the operations of its investment properties and cash
distributions from joint ventures. The primary uses of cash during the same
period were for cash distributions to partners and the repurchase of partnership
units.
No further investment property acquisitions are planned by the General Partners.
At September 30, 1998 the Partnership's total mortgage debt, including its
proportionate share of joint venture and limited partnership debt, was
$4,152,000, consisting of $3,270,400 of fixed rate debt and $881,600 of variable
rate debt. The average rate of interest on the fixed and variable rate debt was
8.8% and 8.4%, respectively, at September 30, 1998.
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.
In 1997, the Partnership adopted Statement of Financial Accounting Standards No.
128 (SFAS 128), "Earnings Per Share." This accounting standard specifies new
computation, presentation, and disclosure requirements for earnings per share to
be applied retroactively. Among other things, SFAS 128 requires presentation of
basic and diluted earnings per share on the face of the income statement. The
adoption of SFAS 128 had no effect on the per unit results previously reported.
Management continues to assess the impact of the Year 2000 Issue on its
reporting systems and operations. The Year 2000 Issue exists because many
computer systems and applications abbreviate dates by eliminating the first two
digits of the year, assuming that these two digits are always "19". As a
result, date-sensitive computer programs may recognize a date using "00" as the
year 1900 rather than the year 2000. Unless corrected, the potential exists for
computer system failures or incorrect processing of financial and operational
information, which could disrupt operations.
To help facilitate the Partnership's continued growth, substantially all of the
computer systems and applications in use in its home office and properties have
been, or are in the process of being upgraded and modified. The Partnership is
of the opinion that, in connection with those upgrades and modifications, it has
addressed applicable Year 2000 Issues as they might affect the computer systems
and applications located in the Partnership's offices and properties. The
Partnership anticipates that implementation of solutions to any Year 2000 Issue
which it may discover will require the expenditure of sums which the Partnership
does not expect to be material.
The Partnership is exposed to the risk that one or more of its vendors or
service providers may experience Year 2000 problems which impact the ability of
such vendor or service provider to provide goods and services. Due to the
availability of alternative suppliers, this is not considered as significant a
risk with respect to the suppliers of goods. The disruption of certain services,
however, such as utilities, could, depending upon the extent of the disruption,
have a material adverse impact on the Partnership's operations. To date, the
Partnership is not aware of any vendor or service provider Year 2000 issue that
management believes would have a material adverse impact on the Partnership's
operations. The Partnership, however, has no means of ensuring that its vendors
or service providers will be Year 2000 ready. The inability of vendors or
service providers to complete the Year 2000 resolution process in a timely
fashion could have an adverse impact on the Partnership and the effect of
non-compliance by vendors or service providers is not determinable at this time.
Residents who pay rent to the Partnership do not pose Year 2000 problems for the
Partnership given the type and nature of the Partnership's properties and
residents.
Widespread disruptions in the national or international economy, including
disruptions affecting the financial markets, resulting from Year 2000 issues,
or in certain industries, such as commercial or investment banks, could also
have an adverse impact on the Partnership. The likelihood and effect of such
disruptions is not determinable at this time.
Management expects to have all systems appropriately modified before any
significant processing malfunctions could occur and does not expect the Year
2000 Issue will materially impact the financial condition or operations of the
Partnership.
10
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PART II
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits and Index of Exhibits
(27.1) Financial Data Schedule
(b) Reports on form 8-K
None
11
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant 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/ Steven G. Waite
-------------------------------------
STEVEN G. WAITE
President
Date: November 12, 1998
12
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 597,800
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,611,500
<DEPRECIATION> 2,761,200
<TOTAL-ASSETS> 5,942,800
<CURRENT-LIABILITIES> 0
<BONDS> 2,970,400
0
0
<COMMON> 0
<OTHER-SE> 2,669,500
<TOTAL-LIABILITY-AND-EQUITY> 5,942,800
<SALES> 0
<TOTAL-REVENUES> 1,351,000
<CGS> 0
<TOTAL-COSTS> 966,700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 209,800
<INCOME-PRETAX> 174,500
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 174,500
<EPS-PRIMARY> .90
<EPS-DILUTED> .90
</TABLE>
