<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 June 30, 1995
-------------------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number 0-15700
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WINDSOR PARK PROPERTIES 4, A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-0202608
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
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(Address of principal executive offices)
(619) 746-2411
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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 [_]
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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 9
PART II
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Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE
2
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WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
BALANCE SHEET
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(unaudited)
<TABLE>
<CAPTION>
June 30, 1995
-------------
<S> <C>
ASSETS
- ------
Property held for investment:
Land $ 1,322,700
Buildings and improvements 6,233,700
Fixtures and equipment 73,000
--------------
7,629,400
Less accumulated depreciation (2,877,900)
--------------
4,751,500
Investments in joint ventures 2,443,500
Cash and cash equivalents 351,700
Other assets 46,500
--------------
$ 7,593,200
==============
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Accounts payable $ 15,600
Accrued liabilities 59,300
Tenant deposits and other liabilities 27,500
--------------
102,400
--------------
Partners' equity:
Limited partners 7,594,600
General partners (103,800)
--------------
7,490,800
--------------
$ 7,593,200
==============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
--------------------------
1995 1994
----------- -----------
REVENUES
- --------
<S> <C> <C>
Rent and utilities $ 271,900 $ 261,400
Equity in earnings of joint ventures 19,700 11,100
Interest 3,800 1,600
Other 5,900 5,200
----------- -----------
301,300 279,300
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COSTS AND EXPENSES
- ------------------
Property operating costs 191,200 168,400
Depreciation and amortization 73,700 81,200
General and administrative:
Related parties 16,000 20,300
Other 12,100 13,900
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293,000 283,800
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Net income (loss) $ 8,300 $ (4,500)
=========== ===========
Net income - general partners $ 100 $ --
=========== ===========
Net income (loss) - limited partners $ 8,200 $ (4,500)
=========== ===========
Net income (loss) per limited partnership unit $ 0.04 $ (0.02)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 530,200 $ 521,300
Equity in earnings of joint ventures 38,600 24,200
Interest 8,100 2,800
Other 29,100 16,700
----------- -----------
606,000 565,000
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COSTS AND EXPENSES
- ------------------
Property operating costs 358,100 319,900
Depreciation and amortization 146,900 162,100
General and administrative:
Related parties 34,900 39,500
Other 29,600 25,200
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569,500 546,700
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Net income $ 36,500 $ 18,300
=========== ===========
Net income - general partners $ 400 $ 200
=========== ===========
Net income - limited partners $ 36,100 $ 18,100
=========== ===========
Net income per limited partnership unit $ 0.18 $ 0.09
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 36,500 $ 18,300
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 146,900 162,100
Equity in earnings of joint ventures (38,600) (24,200)
Joint ventures' cash distributions 38,600 24,200
Gain on sale of property held for investment (13,800)
Changes in operating assets and liabilities:
Other assets 28,000 71,100
Accounts payable (10,600) 5,400
Accrued liabilities 43,800 41,100
Tenant deposits and other liabilities 3,500 (3,900)
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Net cash provided by operating activities 234,300 294,100
------------ ------------
Cash flows from investing activities:
Increase in property held for investment (55,600) (16,800)
Joint ventures' cash distributions 73,600 49,000
Proceeds from sale of property held for investment 36,700
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Net cash provided by investing activities 54,700 32,200
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Cash flows from financing activities:
Cash distributions (226,300) (272,700)
Repurchase of limited partnership units (14,200)
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Net cash used in financing activities (240,500) (272,700)
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Net increase in cash and cash equivalents 48,500 53,600
Cash and cash equivalents at beginning of period 303,200 251,500
------------ ------------
Cash and cash equivalents at end of period $ 351,700 $ 305,100
============ ============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. BASIS OF PRESENTATION
---------------------
The balance sheet at June 30, 1995 and the related statements of operations for
the three and six months ended June 30, 1995 and 1994 and the statements of cash
flows for the six months ended June 30, 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 six months ended June 30, 1995 and 1994
follows:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Total revenues $ 441,700 $ 395,000
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Expenses:
Property operating 258,100 235,400
Depreciation 130,600 127,300
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388,700 362,700
----------- -----------
Net income $ 53,000 $ 32,300
=========== ===========
</TABLE>
NOTE 3. NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT
- -------------------------------------------------------
Net income (loss) per limited partnership unit is calculated based on the
weighted average number of limited partnership units outstanding during the
period and the net income (loss) allocated to the Limited Partners. The
weighted average number of limited partnership units outstanding during the
three and six months ended June 30, 1995 was 200,717 and 200,850, respectively;
and 201,000 for the three and six months ended June 30, 1994.
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.)
7
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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
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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 and six months ended June 30, 1994, WAMI received
fees of $13,300 and $26,500, respectively. WAMI received no fees during the
three and six months ended June 30, 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 $18,200 and
$21,400 for such costs during the three months ended June 30, 1995 and 1994,
respectively; and $39,500 and $44,700 for the six months ended June 30, 1995 and
1994, respectively.
Liquidation Stage
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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 June 30, 1995 and 1994, the General Partners
received cash distributions of $1,200 and $1,300, respectively; and $2,300 and
$2,700 for the six months ended June 30, 1995 and 1994, 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 six months ended June 30, 1995 and 1994 follows:
<TABLE>
<CAPTION>
1995 1994
------------------- --------------------
Per Per
Amount Unit Amount Unit
------ ---- ------ ----
<S> <C> <C> <C> <C>
Net income
- limited partners $ 36,100 $ 0.18 $ 18,100 $ 0.09
Return of capital 187,900 0.93 251,900 1.25
---------- ------- ---------- --------
$ 224,000 $ 1.11 $ 270,000 $ 1.34
========== ======= ========== ========
</TABLE>
8
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Changes in Financial Condition
- ------------------------------
June 30, 1995 as compared to December 31, 1994
- ----------------------------------------------
The Partnership's primary source of cash during the six months ended June 30,
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 $7,490,800 at June 30, 1995 due to cash distributions of
$226,300 and repurchased limited partnership units of $14,200, exceeding net
income of $36,500.
The General Partners are currently evaluating financing proposals and new
property acquisitions. It is currently anticipated that the Partnership's
existing properties will be financed and new investment properties acquired
later in 1995.
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 and the acquisition of additional investment properties. 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 June 30, 1995 as compared to three months ended June 30, 1994
- --------------------------------------------------------------------------------
The Partnership realized net income of $8,300 ($0.04 per limited partnership
unit) for the three months ended June 30, 1995 and incurred a net loss of $4,500
($0.02 per limited partnership unit) for the three months ended June 30, 1994.
Rent and utilities revenues increased from $261,400 in 1994 to $271,900 in 1995.
The overall occupancy of the Partnership's two wholly-owned properties increased
from 64% at June 30, 1994 to 77% at June 30, 1995, due mainly to a significant
increase in occupancy at Sunset Vista in Magna, Utah.
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 $19,700 and $11,100 for the three months ended June 30, 1995
and 1994, respectively. The increase in 1995 is due primarily to occupancy
increases at both properties. Big Country increased occupancy from 69% at June
30, 1994 to 81% at June 30, 1995; while Harmony Ranch increased occupancy from
84% at June 30, 1994 to 93% at June 30, 1995. In addition, Harmony Ranch
implemented an $8 per month rent raise effective October 1994.
Depreciation and amortization expense decreased from $81,200 in 1994 to $73,700
in 1995. The decrease is due mainly to a $1,000,000 provision for estimated
loss in value of the Sunrise Village
9
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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.
Six months ended June 30, 1995 as compared to six months ended June 30, 1994
- ----------------------------------------------------------------------------
The Partnership realized net income of $36,500 and $18,300 for the six months
ended June 30, 1995 and 1994, respectively. Net income per limited partnership
unit was $0.18 in 1995 and $0.09 in 1994.
Rent and utilities revenues increased from $521,300 in 1994 to $530,200 in 1995
due to occupancy level increases discussed previously.
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 $38,600 and $24,200 for the six months ended June 30, 1995 and
1994, respectively. The reasons for the increase were discussed previously.
Property operating costs increased from $319,900 in 1994 to $358,100 in 1995 due
mainly to higher utilities and salaries expense.
Depreciation and amortization expense decreased from $162,100 in 1994 to
$146,900 in 1995 for the reason discussed previously.
10
<PAGE>
PART II
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) Exhibits and Index of Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the period covered by
this Form 10-QSB.
11
<PAGE>
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 4,
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: August 10, 1995
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 4 AT JUNE 30, 1995 AND THE RELATED STATEMENTS
OF OPERATIONS AND OF CASH FLOWS FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 351,700
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,629,400
<DEPRECIATION> 2,877,900
<TOTAL-ASSETS> 7,593,200
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 7,490,800<F1>
<TOTAL-LIABILITY-AND-EQUITY> 7,593,200
<SALES> 0
<TOTAL-REVENUES> 606,000
<CGS> 0
<TOTAL-COSTS> 358,100
<OTHER-EXPENSES> 211,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 36,500
<INCOME-TAX> 0
<INCOME-CONTINUING> 36,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,500
<EPS-PRIMARY> 0.18<F2>
<EPS-DILUTED> 0
<FN>
<F1>Limited partners and general partners equity
<F2>Net income per limited partnership unit
</FN>
</TABLE>
