<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, 1997
-----------------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ___________________ to ___________________
Commission file number 0-15700
------------
WINDSOR PARK PROPERTIES 4, A CALIFORNIA LIMITED PARTNERSHIP
------------------------------------------------------------------------
(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
-----------------------------------------------------------------
(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
<PAGE>
TABLE OF CONTENTS
PART I
------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II
-------
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURE
</TABLE>
2
<PAGE>
WINDSOR PARK PROPERTIES 4
----------------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
(unaudited)
<TABLE>
<CAPTION>
March 31, 1997
--------------
<S> <C>
ASSETS
- ------
Property held for investment:
Land $ 1,037,700
Buildings and improvements 5,473,000
Fixtures and equipment 74,600
--------------
6,585,300
Less accumulated depreciation (3,208,200)
--------------
3,377,100
Investments in joint ventures 3,506,800
Cash and cash equivalents 583,300
Deferred financing costs 82,200
Other assets 87,500
--------------
$ 7,636,900
==============
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage note payable $ 1,775,000
Accounts payable 13,200
Accrued expenses 56,900
Tenant deposits and other liabilities 24,900
--------------
1,870,000
--------------
Partners' equity:
Limited partners 5,799,000
General partners (32,100)
--------------
5,766,900
--------------
$ 7,636,900
==============
</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 March 31,
----------------------------
1997 1996
-------------- ------------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 280,700 $ 271,600
Equity in earnings of joint ventures 41,300 36,000
Interest 7,100 10,000
Other 11,700 19,900
-------------- -----------
340,800 337,500
-------------- -----------
COSTS AND EXPENSES
- ------------------
Property operating 180,600 187,000
Depreciation and amortization 59,400 57,200
Interest 43,100 32,600
General and administrative:
Related parties 19,100 17,200
Other 10,000 9,800
-------------- -----------
312,200 303,800
-------------- -----------
Net income $ 28,600 $ 33,700
============== ===========
Net income - general partners $ 300 $ 300
============== ===========
Net income - limited partners $ 28,300 $ 33,400
============== ===========
Net income per limited partnership unit $ 0.14 $ 0.17
============== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
WINDSOR PARK PROPERTIES 4
----------------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
1997 1996
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 28,600 $ 33,700
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 59,400 57,200
Equity in earnings of joint ventures (41,300) (36,000)
Joint ventures' cash distributions 41,300 36,000
Loss on sale of property held for investment 500 5,100
Amortization of deferred financing costs 3,100 3,100
Changes in operating assets and liabilities:
Other assets 60,100 (9,200)
Accounts payable (1,700) (25,500)
Accrued expenses 25,300 17,100
Tenant deposits and other liabilities 200 (6,100)
------------- ------------
Net cash provided by operating activities 175,500 75,400
------------- ------------
Cash flows from investing activities:
Investment in joint venture (548,500)
Joint ventures' cash distributions 83,600 55,200
Increase in property held for investment (1,100) (7,400)
Proceeds from sale of property held for investment 12,000
------------- ------------
Net cash (used in) provided by investing activities (466,000) 59,800
------------- ------------
Cash flows from financing activities:
Cash distributions (226,300) (226,300)
Repurchase of limited partnership units (5,100) (11,500)
------------- ------------
Net cash used in financing activities (231,400) (237,800)
------------- ------------
Net decrease in cash and cash equivalents (521,900) (102,600)
Cash and cash equivalents at beginning of period 1,105,200 885,500
------------- ------------
Cash and cash equivalents at end of period $ 583,300 $ 782,900
============= ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (none capitalized) $ 37,000 $ 30,200
============= ============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WINDSOR PARK PROPERTIES 4
----------------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. BASIS OF PRESENTATION
---------------------
The balance sheet at March 31, 1997 and the related statements of operations and
of cash flows for the three months ended March 31, 1997 and 1996 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.
NOTE 2. INVESTMENTS IN JOINT VENTURES
-----------------------------
In February 1997, the Partnership purchased a 25% interest in the Apache East
Estates and Denali Park Estates manufactured home communities located in
Phoenix, Arizona. The remaining interests in the communities were purchased by
affiliated entities. The Partnership's cost of its equity interest in the
communities was $548,500. In connection with the purchase, the joint venture
obtained a $3,040,000 loan, collateralized by the communities. The
Partnership's share of this loan is $760,000. The loan initially bears interest
at 8.375%. In March 2000 and March 2003, the interest rate adjusts to the yield
on the 3-year Treasury Note plus 2.2% and the loan is due in March 2006.
The Partnership's investments in joint ventures consist of interests in six
manufactured home communities at March 31, 1997. The combined condensed results
of operations of the joint venture properties (including Apache East Estates and
Denali Park Estates since their purchase) for the three months ended March 31,
1997 and 1996 follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Total revenues $ 771,800 $ 657,400
----------- -----------
Expenses:
Property operating 354,200 296,900
Interest 177,700 150,400
Depreciation 144,300 126,200
----------- -----------
676,200 573,500
----------- -----------
Net income $ 95,600 $ 83,900
=========== ===========
</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,
1997 and 1996 was 196,985 and 199,321, respectively.
6
<PAGE>
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.)
The General Partners are entitled to receive from the Partnership various fees
and compensation which are summarized as follows:
Operational Stage
- -----------------
The net profits, losses and cash distributions of the Partnership during the
operational stage are allocated 99% to the Limited Partners and 1% to the
General Partners.
The Partnership reimburses The Windsor Corporation for certain direct expenses,
and employee, executive and administrative time incurred on the Partnership's
behalf. The Partnership was charged $22,300 and $19,700 for such costs during
the three months ended March 31, 1997 and 1996, respectively. These costs are
included in property operating and general and administrative expenses in the
accompanying Statements of Operations.
Liquidation Stage
- -----------------
The General Partners receive 1% of cash distributions from the sale or financing
of Partnership properties. This participation increases to 15% after the
Limited Partners have received their original invested capital plus a 9%
cumulative, non-compounded annual return.
The General Partners generally receive 1% of profits and losses from the sale of
Partnership properties. However, if applicable, profits on sale will first be
allocated 100% to the General Partners to the extent of their negative capital
account.
During both the three months ended March 31, 1997 and 1996, the General Partners
received cash distributions of $2,300.
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, 1997 and 1996 follows:
<TABLE>
<CAPTION>
1997 1996
--------------------- ----------------------
Per Per
Amount Unit Amount Unit
---------- ---- ---------- ----
<S> <C> <C> <C> <C>
Net income
- Limited Partners $ 28,300 $ 0.14 $ 33,400 $ 0.17
Return of capital 195,700 1.00 190,600 0.95
---------- ------- ---------- --------
$ 224,000 $ 1.14 $ 224,000 $ 1.12
========== ======= ========== ========
</TABLE>
7
<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
- ------------------------------
March 31, 1997 as compared to December 31, 1996
- -----------------------------------------------
The Partnership's primary sources of cash during the three months ended March
31, 1997 were from the operations of its investment properties and distributions
from joint ventures. The primary uses of cash during the same period were for
an investment in a joint venture, debt service and cash distributions to
partners.
In February 1997, the Partnership purchased a 25% interest in the Apache East
Estates and Denali Park Estates manufactured home communities located in
Phoenix, Arizona. The remaining interests in the communities were purchased by
affiliated entities. The Partnership's cost of its equity interest in the
properties was $548,500. In connection with the purchase, the joint venture
obtained a $3,040,000 loan, collateralized by the communities. The
Partnership's share of this loan is $760,000. The loan initially bears interest
at 8.375%. In March 2000 and March 2003 the interest rate adjusts to the yield
on the 3 year Treasury Note plus 2.2% and the loan is due in March 2006.
No further investment property acquisitions are planned by the General Partners.
At March 31, 1997 the Partnership's total mortgage debt, including its
proportionate share of joint venture debt, was $5,187,700, consisting of
$2,675,000 of fixed rate debt and $2,512,700 of variable rate debt. The average
rate of interest on the fixed and variable rate debt was 8.9% and 8.8%,
respectively at March 31, 1997.
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, cash
distributions to partners and 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, 1997 as compared to three months ended March 31,
- -----------------------------------------------------------------------------
1996
- ----
The results of operations for the three months ended March 31, 1997 and 1996 are
not directly comparable due to the purchase of interests in the Apache East
Estates and Denali Park Estates manufactured home communities in February 1997.
The Partnership realized net income of $28,600 and $33,700 for the three months
ended March 31, 1997 and 1996, respectively. Net income per limited partnership
unit was $0.14 in 1997 and $0.17 in 1996.
Rent and utilities revenues increased from $271,600 in 1996 to $280,700 in 1997.
The overall occupancy level of the Partnership's two wholly-owned properties
remained level at approximately 73% at both March 31, 1997 and 1996. Despite
the level occupancy, revenues increased mainly due to lower rent concessions at
the Sunset Vista community.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of four
8
<PAGE>
manufactured home communities in 1996 and six manufactured home communities in
1997 (as mentioned previously, two joint venture interests were acquired in
February 1997). Equity in earnings of joint ventures increased from $36,000 in
1996 to $41,300 in 1997 due mainly to the purchase of the two additional joint
venture interests. The overall occupancy of the Partnership's six joint venture
properties was 92% at March 31, 1997, compared to 95% for four properties at
March 31, 1996. Recent rent increases include $10 and $12 per month at Big
Country effective February 1997 and 1996, respectively; $10 per month at Harmony
Ranch effective October 1996; and $12 and $9 per month at Rancho Margate and
Winter Haven, respectively, effective January 1997.
Interest income decreased from $10,000 in 1996 to $7,100 in 1997 due mainly to
lower cash balances maintained by the Partnership.
Property operating expenses decreased from $187,000 in 1996 to $180,600 in 1997
due mainly to lower property tax expense at the Sunrise Village community. In
addition, in 1996 the Partnership incurred some losses on the sale of mobile
homes at the Sunset Vista community.
Interest expense increased from $32,600 in 1996 to $43,100 in 1997 due mainly to
the $375,000 loan draw taken by the Partnership in December 1996.
General and administrative expense increased from $27,000 in 1996 to $29,100 in
1997 due mainly to higher employee time charges from the General Partner.
9
<PAGE>
PART II
-------
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
1) A Form 8-K (dated March 5, 1997) was filed with regards to the
Partnership's acquisition of interests in the Apache East Estates
and Denali Park Estates manufactured home communities located in
Phoenix, Arizona.
The item reported in this current report was Item 2 (acquisition
or disposition of assets).
2) A Form 8-K/A (dated April 28, 1997) was filed with regards to the
Partnership's acquisition of interests in the Apache East Estates
and Denali Park Estates manufactured home communities located in
Phoenix, Arizona.
The items reported in this current report were Item 2
(acquisition or disposition of assets) and Item 7 (financial
statements, proforma financial information and exhibits).
A summary of the financial information included in the report
follows:
a) Financial Statements and Proforma Financial Information of
Apache East Estates and Denali Park Estates Manufactured
Home Communities.
b) Proforma Financial Information of Windsor Park Properties 4.
10
<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: May 12, 1997
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 4 AS OF MARCH 31, 1997 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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 583,300
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,585,300
<DEPRECIATION> 3,208,200
<TOTAL-ASSETS> 7,636,900
<CURRENT-LIABILITIES> 0
<BONDS> 1,775,000
0
0
<COMMON> 0
<OTHER-SE> 5,766,900<F1>
<TOTAL-LIABILITY-AND-EQUITY> 7,636,900
<SALES> 0
<TOTAL-REVENUES> 340,800
<CGS> 0
<TOTAL-COSTS> 180,600
<OTHER-EXPENSES> 88,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,100
<INCOME-PRETAX> 28,600
<INCOME-TAX> 0
<INCOME-CONTINUING> 28,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,600
<EPS-PRIMARY> 0.14<F2>
<EPS-DILUTED> 0
<FN>
<F1>Limited and general partners equity.
<F2>Net income per limited partnership unit.
</FN>
</TABLE>
