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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 0-15700
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WINDSOR PARK PROPERTIES 4, A CALIFORNIA LIMITED PARTNERSHIP
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(Exact name of small business issuer as specified in its charter)
California 33-0202608
- -------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
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(Address of principal executive offices)
(619) 746-2411
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(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 10
SIGNATURE
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2
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WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
BALANCE SHEET
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(unaudited)
<TABLE>
<CAPTION>
March 31, 1995
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<S> <C>
ASSETS
- ------
Property held for investment:
Land $ 1,322,700
Buildings and improvements 6,218,300
Fixtures and equipment 72,600
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7,613,600
Less accumulated depreciation (2,812,100)
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4,801,500
Investments in joint ventures 2,470,800
Cash and cash equivalents 356,300
Other assets 66,600
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$ 7,695,200
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LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Accounts payable $ 28,800
Accrued liabilities 34,200
Tenant deposits and other liabilities 23,400
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86,400
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Partners' equity:
Limited partners 7,711,500
General partners (102,700)
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7,608,800
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$ 7,695,200
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See accompanying notes to financial statements.
3
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WINDSOR PARK PROPERTIES 4
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(A California Limited Partnership)
STATEMENTS OF OPERATIONS
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(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
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1995 1994
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<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 258,300 $ 259,900
Equity in earnings of joint ventures 18,900 13,100
Interest 4,300 1,200
Other 23,200 11,500
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304,700 285,700
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COSTS AND EXPENSES
- ------------------
Property operating costs 166,900 151,500
Depreciation and amortization 73,200 80,900
General and administrative:
Related parties 18,900 19,200
Other 17,500 11,300
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276,500 262,900
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Net income $ 28,200 $ 22,800
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Net income - general partners $ 300 $ 200
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Net income - limited partners $ 27,900 $ 22,600
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Net income per limited partnership unit $ 0.14 $ 0.11
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</TABLE>
See accompanying notes to financial statements.
4
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WINDSOR PARK PROPERTIES 4
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(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
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(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
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1995 1994
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 28,200 $ 22,800
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 73,200 80,900
Equity in earnings of joint ventures (18,900) (13,100)
Joint ventures' cash distributions 18,900 13,100
Gain on sale of property held for investment (18,000)
Changes in operating assets and liabilities:
Other assets 7,900 59,400
Accounts payable 2,600 (300)
Accrued liabilities 18,700 17,300
Tenant deposits and other liabilities (600) (3,600)
------------ ------------
Net cash provided by operating activities 112,000 176,500
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Cash flows from investing activities:
Joint ventures' cash distributions 46,300 33,400
Increase in property held for investment (22,700) (7,100)
Proceeds from sale of property held for
investment 31,700
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Net cash provided by investing activities 55,300 26,300
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Cash flows from financing activities:
Cash distributions (113,100) (136,400)
Repurchase of limited partnership units (1,100)
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Net cash used in financing activities (114,200) (136,400)
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Net increase in cash and cash equivalents 53,100 66,400
Cash and cash equivalents at beginning
of period 303,200 251,500
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Cash and cash equivalents at end of period $ 356,300 $ 317,900
============ ============
</TABLE>
See accompanying notes to financial statements.
5
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WINDSOR PARK PROPERTIES 4
-------------------------
(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
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<S> <C> <C>
Total revenues $ 219,200 $ 195,900
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Expenses:
Property operating 127,600 115,400
Depreciation 65,200 63,000
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192,800 178,400
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Net income $ 26,400 $ 17,500
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</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 200,984 and 201,000, 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
$13,200. WAMI received no fees during the three months ended March 31, 1995.
The net profits, losses and cash distributions of the Partnership during the
operational stage are allocated 99 percent to the Limited Partners and 1 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 $21,300 and
$23,300 for such costs during the three months ended March 31, 1995 and 1994,
respectively.
Liquidation Stage
- -----------------
The General Partners receive 1 percent of 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 $1,100 and $1,400, 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
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Per Per
Amount Unit Amount Unit
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<S> <C> <C> <C> <C>
Net income
- limited partners $ 27,900 $ 0.14 $ 22,600 $ 0.11
Return of capital 84,100 0.42 112,400 0.56
---------- ------- ---------- --------
$ 112,000 $ 0.56 $ 135,000 $ 0.67
========== ======= ========== ========
</TABLE>
7
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WINDSOR PARK PROPERTIES 4
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(A California Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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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 have been no significant changes in the financial condition of the
Partnership since December 31, 1994. Partners' equity decreased from $7,694,800
at December 31, 1994 to $7,608,800 at March 31, 1995 due to cash distributions
of $113,100 and repurchased limited partner units of $1,100 exceeding net income
of $28,200.
In March 1995, through a proxy vote of the limited partners, an amendment to the
Agreement of Limited Partnership was approved permitting the financing of
currently owned manufactured home communities and the reinvestment of financing
proceeds into newly acquired manufactured home communities to be purchased with
permanent mortgage financing. Overall Partnership mortgage financing will not
exceed 55% of the value of existing and newly acquired properties.
The General Partners are currently evaluating financing proposals and new
property acquisitions. A decision has not yet been made as to whether the
current property portfolio will be financed and new properties acquired.
The future sources of cash for the Partnership will be provided from property
operations, cash reserves, possibly mortgage financing and ultimately from the
sale of property. The future uses of cash will be for Partnership
administration, capital expenditures, distributions to partners and possibly
debt service. 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 $28,200 and $22,800 for the three months
ended March 31, 1995 and 1994, respectively. Net income per limited partnership
unit was $0.14 in 1995 and $0.11 in 1994.
Rent and utilities revenues remained level at $258,300 in 1995 and $259,900 in
1994.
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 $18,900 and $13,100 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.
8
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Other revenues increased from $11,500 in 1994 to $23,200 in 1995 due mainly to
$18,000 in gains recognized from the sale of five mobile homes at Partnership
properties.
Property operating costs increased from $151,500 in 1994 to $166,900 in 1995 due
mainly to higher utilities and salaries expense.
Depreciation and amortization expense decreased from $80,900 in 1994 to $73,200
in 1995. The decrease is due mainly to a $1,000,000 provision for estimated
loss in value of the Sunrise Village manufactured home community recorded in
December 1994. A portion of the provision was allocated to the depreciable
basis of the property, thereby reducing future depreciation expense.
General and administrative expense increased from $30,500 in 1994 to $36,400 in
1995 due mainly to higher printing and postage costs associated with the proxy
vote of the limited partners, as discussed previously.
9
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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.
10
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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 4,
A California Limited Partnership
---------------------------------
(Registrant)
By: The Windsor Corporation, General Partner
By /s/ John A. Coseo, Jr.
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JOHN A. COSEO, JR.
Chief Financial Officer
(Principal Accounting Officer)
Date: May 10, 1995
11
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<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> 356,300
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,613,600
<DEPRECIATION> (2,812,100)
<TOTAL-ASSETS> 7,695,200
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 7,608,800<F1>
<TOTAL-LIABILITY-AND-EQUITY> 7,695,200
<SALES> 0
<TOTAL-REVENUES> 304,700
<CGS> 0
<TOTAL-COSTS> 166,900
<OTHER-EXPENSES> 109,600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 28,200
<INCOME-TAX> 0
<INCOME-CONTINUING> 28,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,200
<EPS-PRIMARY> 0.14<F2>
<EPS-DILUTED> 0
<FN>
<F1>Limited partners and general partners equity
<F2>Net income per limited partnership unit
</FN>
</TABLE>
