<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [Fee Required]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
Commission file number 0-15700
WINDSOR PARK PROPERTIES 4, A CALIFORNIA LIMITED PARTNERSHIP
-----------------------------------------------------------
(Exact name of small business issuer in its charter)
California 33-0202608
- ------------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6430 South Quebec Street, Englewood, Colorado 80111
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (303) 741-3707
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
-------------------------------------
(Title of Class)
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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year: $1,359,500
DOCUMENTS INCORPORATED BY REFERENCE: None
1
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I
Page
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<S> <C> <C>
Item 1. Description of Business 3
Item 2. Description of Properties 5
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for the Partnership's Units and Related Security Holder Matters 7
Item 6. Management's Discussion and Analysis 7
Item 7. Financial Statements 10
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 23
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of The Exchange Act 24
Item 10. Executive Compensation 25
Item 11. Security Ownership of Certain Beneficial Owners and Management 25
Item 12. Certain Relationships and Related Transactions 25
Item 13. Exhibits and Reports on Form 8-K 26
SIGNATURES 28
</TABLE>
2
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PART I
Item 1. DESCRIPTION OF BUSINESS
Windsor Park Properties 4, a California Limited Partnership (the Partnership),
was formed in June 1986 pursuant to the provisions of the California Uniform
Limited Partnership Act. The General Partners of the Partnership are The Windsor
Corporation, a California corporation, and John A. Coseo, Jr. In September of
1997, Chateau Communities, Inc. ("Chateau"), a publicly-held real estate
investment trust, purchased all of the outstanding capital stock of The Windsor
Corporation in exchange for 101,239 common shares of Chateau, and $750,000 in
cash. Following the purchase of The Windsor Corporation shares, the existing
directors of The Windsor Corporations resigned, Chateau then appointed a new
Board of Directors and elected Steven G. Waite ( a Vice President of Chateau) as
the President of the Windsor Corporation).
Expiration Of Term Of Partnership
The term of the Partnership expired on December 31, 1997. By its terms, the
Partnership Agreement of the Partnership provides for a winding down of
Partnership activities, and a liquidation of the Partnership assets beginning on
or about December 31, 1997. In (November 1997) the General Partners proceeded
to (i) list for sale with a commercial brokerage firm the Sunrise Village
Property and the Partnership's ownership interest in the Harmony Ranch Property
and (ii) order appraisals for each of the properties owned by the Partnership,
or in which the Partnership has an ownership interest. Following such sales, the
Partnership will be liquidated and dissolved, and liquidating distributions will
be made to the partners in accordance with the terms of the Agreement of the
Partnership.
The General Partners anticipate that all of the Partnership's properties and
ownership interests in properties will be sold on or before December 31, 1998.
The General Partners have entered into an agreement to sell the Sunrise Village
property to an unaffiliated third party for approximately $1.7 million. The
General Partners are in the process of developing a plan of liquidation for the
Partnership's assets, which is expected to involve sales of assets to (i)
unaffiliated third parties and (ii) in light of the cross ownership between the
Partnership and certain unaffiliated entities engaged in similar businesses to
the Partnership, to parties affiliated with the Partnership.
The Partnership owns interests in the following manufactured home communities
at December 31, 1997:
<TABLE>
Date
Name of Property Ownership % Acquired Location
- ---------------- ----------- -------- --------
<S> <C> <C> <C>
Big Country Estates 60% December 1986 Cheyenne, Wyoming
Harmony Ranch 75% December 1986 Thonotosassa, Florida
Sunset Vista 100% April 1987 Magna, Utah
Sunrise Village 100% August 1987 Cocoa, Florida
Rancho Margate 33% September 1995 Margate, Florida
Winter Haven 33% October 1995 Winter Haven, Florida
Apache East 25% February 1997 Phoenix, Arizona
Denali Park 25% February 1997 Phoenix, Arizona
</TABLE>
The Apache East and Denali Park Estates properties are owned by Windsor Park 345
("Windsor Park 345"), a California Limited Partnership. The Partnership is a 25%
limited partner in Windsor Park 345. The Windsor Corporation, a General Partner
of the Partnership, is the general partner of Windsor Park 345, and of Windsor
Park Properties 3, a California Limited Partnership ("Windsor 3"), Windsor Park
Properties 5, a California Limited Partnership ("Windsor 5"), Windsor Park
Properties 7, a California Limited Partnership ("Windsor 7"), which together own
the remainder of the limited partner interests in Windsor Park 345.
The Rancho Margate and Winter Haven Properties are owned by Windsor Park 456
("Windsor Park 456"), a California limited Partnership. The Partnership is a 33%
limited partner in Windsor Park 456. The Windsor Corporation, a General Partner
of the Partnership, is the general partner of Windsor Park 456, and of Windsor
Park Properties 5, a California Limited Partnership ("Windsor 5") and Windsor
Park Properties 6, a California Limited Partnership ("Windsor 6"), which
partnerships own the remaining 67% limited partner interest in Windsor Park 456.
The Partnership owns (i) a 60 percent undivided interest in Big Country Estates
as a tenant in common with Windsor 3, which owns a 40 percent undivided interest
in the Property and the Partnership (ii) owns a 75 percent undivided interest in
Harmony Ranch, as a tenant in common with Windsor 3, which owns the remaining 25
percent. Each of the Partnership's ownership interests in the Big Country
Estates and Harmony Ranch Properties are subject to joint venture agreements
relating to such Properties between the Partnership and Windsor 3.
No further property financings or investment property acquisitions are planned
by the General Partners.
3
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The overall occupancy of the eight communities owned by the Partnership at
December 31, 1997 was approximately 87%. The General Partners continue to
maintain the properties in good condition and promote them to improve occupancy.
Business of Issuer
The Partnership is currently in the business of managing, holding for
investment, and eventually selling the existing manufactured home communities.
Competitors of the Partnership include other public and private limited
partnerships, individuals, corporations, and other entities engaged in real
estate investment activities. Competition for such properties varies with
changes in the supply or demand for similar or competing properties in a given
area, changes in interest rates and the availability of mortgage funds, and
changes in tax, real estate, environmental, and zoning laws.
Partnership profitability depends in part on maximizing occupancy and rental
rates in its manufactured home communities. Rents and occupancy rates are
affected by both changes in general economic conditions and changes in local
conditions such as levels of employment, supply of other comparable units or
competitive housing alternatives, zoning laws, and the availability and cost of
energy and transportation.
All of the Partnership's properties are located in or near large urban areas.
Accordingly, they compete for rentals not only with other manufactured home
communities but with apartments and any other form of low-cost housing that
might exist.
The Partnership's profitability also depends on the minimization of both
property and partnership administration expenses. Expenses are affected by
changes in general economic trends and changes in local conditions such as
prevailing wages, utility rates, insurance costs, and real estate taxation
practices.
The Partnership has no employees. Partnership administrative services are
provided by The Windsor Corporation, which is reimbursed for costs incurred on
behalf of the Partnership. Chateau Communities, Inc. employs all of the
properties' on-site personnel and is reimbursed by the Partnership for all such
costs.
4
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Item 2. DESCRIPTION OF PROPERTIES
The Partnership owned interests in eight properties at December 31, 1997. The
Partnership operates its properties as manufactured home communities, renting
space to manufactured home tenants on a month-to-month basis. The properties
compete for rentals with other mobile home parks and apartments in their local
markets. All properties are encumbered except Big Country Estates. It is the
General Partners' opinion that the properties are in good condition and are
adequately insured.
<TABLE>
<CAPTION>
Big
Sunset Sunrise Country
Location Vista Village Estates
----- ------- -------
Magna, Cocoa, Cheyenne,
Utah Florida Wyoming
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Ownership 100% 100% 60%
Date Acquired 4/87 8/87 12/86
Acreage 25 53 28
Number of Spaces 207 428 255
Monthly Rents (1) $ 204 $ 200 $ 190
Occupancy Level:
December 31, 1997 100% 55% 98%
Real estate taxes $ 27,400 $ 83,400 $ 11,200
Federal tax basis (3) $ 2,110,900 $ 2,858,900 $ 1,209,400
Mortgage Information:
Balance payable $ 1,775,000 (2) --
Interest rate 8.97% (2) --
Amortization period -- (2) --
Maturity date 10/02 (2) --
Balance due at maturity $ 1,775,000 (2) --
</TABLE>
5
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Item 2. DESCRIPTION OF PROPERTIES (continued)
<TABLE>
<CAPTION>
Harmony Rancho Winter
Ranch Margate Haven
----- ------- -----
Thonotosassa, Margate, Winter Haven,
Location Florida Florida Florida
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Ownership 75% 33% 33%
Date Acquired 12/86 9/95 10/95
Acreage 29 29 30
Number of Spaces 193 245 238
Monthly Rents (1) $ 235 $ 363 $ 220
Occupancy Level:
December 31, 1997 89% 96% 99%
Real estate taxes $ 37,300 $ 144,800 $ 35,600
Federal tax basis (3) $1,304,400 $2,110,000 $1,008,000
Mortgage Information:
Balance payable $1,200,000 $3,663,600 $1,610,300
Interest rate 8.87% 9.29% 9.29%
Amortization period 24 years 30 years 30 years
Maturity date 9/02 7/23 6/23
Balance due at maturity $1,200,000 $ 0 $ 0
</TABLE>
<TABLE>
<CAPTION>
Apache Denali
East Park
---- ----
Phoenix, Phoenix,
Location Arizona Arizona
- --------------------------------------------------------------------------------
<S> <C> <C>
Percentage of Ownership 25% 25%
Date Acquired 2/97 2/97
Acreage 16 33
Number of Spaces 123 162
Monthly Rents (1) $ 220 $ 202
Occupancy Level:
December 31, 1997 81% 81%
Real estate taxes $ 17,400 $ 23,600
Federal tax basis (3) $ 560,500 $ 723,200
Mortgage Information:
Balance payable $3,040,000 (4)
Interest rate 8.38% (4)
Amortization period 24 years (4)
Maturity date 3/06 (4)
Balance due at maturity $2,583,200 (4)
</TABLE>
(1) Average rental rates in effect on December 31, 1997.
(2) Same mortgage note payable as Sunset Vista.
(3) For income tax purposes, the properties and their components are
depreciated using both straight-line and accelerated methods over
useful lives ranging from 5 to 40 years.
(4) Same mortgage note payable as Apache East.
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Item 3. LEGAL PROCEEDINGS
There are no pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Partnership is a party or of which any
of its properties is the subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders for a vote during the fourth
quarter of the fiscal year covered by this report.
PART II
Item 5. MARKET FOR THE PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS
A public market for the Partnership's units does not exist and is not likely to
develop. As of December 31, 1997 there were approximately 2,500 persons holding
an aggregate of 195,576 Units.
Cash distributions paid to limited partners since December 31, 1995 are as
follows:
<TABLE>
<CAPTION>
Per $1,000
Originally
Date Paid Amount (1) Invested (2)
- --------- ---------- ------------
<S> <C> <C>
August 1997 $224,000 $11.14
February 1997 $224,000 $11.14
August 1996 $224,000 $11.14
February 1996 $224,000 $11.14
</TABLE>
(1) Amounts exclude General Partner participation.
(2) Computed based on $20,100,000 original investment.
Cash distributions paid to the General Partners since December 31, 1995 were
$9,000.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion should be read in conjunction with the financial
statements and Notes thereto included elsewhere in this Annual Report. Certain
statements in this discussion constitute "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Partnership or industry to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.
7
<PAGE> 8
Liquidity and Capital Resources
The Partnership's primary sources of cash during the years ended December 31,
1997 and 1996 were from the operations of its investment properties, joint
venture distributions and proceeds from a mortgage note payable. The primary
uses of cash during the same period were for investments in joint ventures and
cash distributions to partners.
In February 1997, the Partnership purchased a 25% interest in the Apache East
and Denali Park 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 $561,000. In
connection with the purchase, the joint venture obtained a mortgage loan of
$3,040,000, collateralized by the communities. The Partnership's share of the
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%. The loan is due in March 2006.
At December 31, 1997, the Partnership's total mortgage debt, including its
proportionate share of joint venture debt, was $5,175,400, consisting of
$2,675,000 of fixed rate debt and $2,500,400 of variable rate debt. The average
rate of interest on the fixed and variable rate debt was 8.9% and 9.0%,
respectively at December 31, 1997.
Due to exceptional weather conditions in the Florida area in the winter of 1997,
portions of the Harmony Ranch property experienced flood conditions. The flooded
areas affect approximately 25 homesites and have caused these sites to be
unusable. Although this condition is expected to correct itself, the flood may
have negative effects on the amount of proceeds that the Partnership is able to
realize on the sale of the property. However, the Partnership does expect to
realize the carrying value of the property.
Expiration Of Term Of Partnership
The term of the Partnership's agreement expired on December 31, 1997. By its
terms, the Partnership Agreement of the Partnership provides for a winding down
of Partnership activities, and a liquidation of the Partnership assets beginning
on or about December 31, 1997. Accordingly, in (November 1997) the General
Partners proceeded to (i) list for sale with a commercial brokerage firm the
Sunrise Village Property and the Partnership's ownership interest in the Harmony
Ranch Property and (ii) order appraisals for each of the properties owned by the
Partnership, or in which the Partnership has an ownership interest. Following
such sales, the Partnership will be liquidated and dissolved, and liquidating
distributions will be made to the partners in accordance with the terms of the
Agreement of the Partnership.
The General Partners anticipate that all of the Partnership's properties and
ownership interests in properties will be sold on or before December 31, 1998.
The General Partners have entered into an agreement to sell the Sunrise Village
property to an unaffiliated third party for approximately $1.7 million. The
General Partners are in the process of developing a plan of liquidation for the
Partnership's assets, which is expected to involve sales of assets to (i)
unaffiliated third parties and (ii) in light of the cross ownership between the
Partnership and certain affiliated entities engaged in similar businesses to the
Partnership, to parties affiliated with the Partnership.
Results of Operations
The results of operations for the years ended December 1997 and 1996 are not
directly comparable due to the purchases of interests in the Apache East and
Denali Estates manufactured home communities in February 1997. The Partnership
realized net income of $38,900 ($0.20 per limited partnership unit) for the year
ended December 31, 1997 and incurred a net income of $144,400 ($0.72 per
limited partnership unit) for the year ended December 31, 1996.
8
<PAGE> 9
Rent and utilities revenues increased from $1,121,000 in 1996 to $1,169,500 in
1997. The overall increase is attributable to increased revenues at the Sunset
Vista community due to the $13 per month rent increase and $7 per month trash
charge becoming effective in January 1997, offset by lower revenues at the
Sunrise Village community due to higher vacancy rates. Sunset Vista in Magna,
Utah was 99% occupied at both December 31, 1997 and 1996. Occupancy at Sunrise
Village in Cocoa, Florida decreased from 61% at December 31, 1996 to 55% at
December 31, 1997 due to the continuing NASA cutbacks.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of the Big Country, Harmony Ranch, Rancho Margate and Winter Haven
manufactured home communities, and since their purchase, the Apache East and
Denali Park home communities. Equity in earnings of joint ventures decreased
from $131,000 in 1996 to $104,900 in 1997, due mainly to the losses recognized
at the Apache East and Denali Park communities in 1997. The overall occupancy of
the Partnership's ownership interest properties decreased from 95% at December
31, 1996 to 93% at December 31, 1997. Recent rent increases implemented include
$8 per month at Harmony Ranch, effective October 1997, $9 at Winter Haven and
Rancho Margate, effective January 1997; and $10 per month at Big Country,
effective February 1997.
Interest income decreased from $38,500 in 1996 to $29,200 in 1997 due to lower
average cash balances maintained by the Partnership.
Property operating costs increased from $728,900 in 1996 to $809,100 in 1997.
The increase is attributable mainly to the purchase of communities.
Interest expense increased from $137,400 in 1996 to $172,300 in 1997 due to the
loan obtained by the Partnership in February 1997, as discussed previously.
Depreciation expense remained relatively flat at December 1997 from the same
period in 1996.
General and administrative expenses decreased slightly from $107,000 in 1996 to
$100,100 in 1997.
New Accounting Procedures
In 1997, the Partnership adopted SFAS 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 reported.
Year 2000 Compliance
The Partnership is currently engaged in a review with its software vendors to
ensure all systems are modified for year 2000 compliance. Since all systems are
owned and maintained by third party vendors, the Partnership believes that the
additional cost for compliance will not be material to future results of
operations, financial condition or cash flows of the Partnership.
9
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Item 7. FINANCIAL STATEMENTS
The following financial statements are filed as a part of this report:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 11
Balance Sheet as of December 31, 1997 13
Statements of Operations for the years ended
December 31, 1997 and 1996 14
Statements of Partners' Equity for the years ended
December 31, 1997 and 1996 15
Statements of Cash Flows for the years ended
December 31, 1997 and 1996 16
Notes to Financial Statements 17
</TABLE>
10
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Windsor Park Properties 4
(A California Limited Partnership)
Escondido, California
We have audited the accompanying balance sheet of Windsor Park Properties 4, a
California Limited Partnership, (the Partnership) as of December 31, 1997 and
the related statements of operations, partners' equity and cash flows for the
year ended December 31, 1997. These financial statements are the responsibility
of the general partners. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Windsor Park Properties 4 as of
December 31, 1997 and the results of its operations and its cash flows for the
year ended December 31, 1997 in conformity with generally accepted accounting
principles.
As discussed in Note 3, the Partnership's term has expired as of December 31,
1997. Accordingly, it is the intention of the general partners to sell all of
the Partnership's properties. Following the consummation of such sales, the
Partnership will be liquidated and dissolved, and liquidating distributions will
be made to the Partners in accordance with the terms of the Agreement of Limited
Partnership.
Coopers & Lybrand L.L.P.
Denver, Colorado
March 30, 1998
11
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INDEPENDENT AUDITORS' REPORT
The Partners
Windsor Park Properties 4
(A California Limited Partnership)
Escondido, California
We have audited the accompanying statements of operations, partners' equity and
cash flows of Windsor Park Properties 4 (the Partnership) for the year ended
December 31, 1996. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the results of operations of Windsor Park Properties 4 and its cash
flows for the year ended December 31, 1996 in conformity with generally accepted
accounting principles.
Deloitte & Touche LLP
Costa Mesa, California
February 28, 1997
12
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WINDSOR PARK PROPERTIES 4
(A California Limited Partnership)
BALANCE SHEET
<TABLE>
<CAPTION>
December 31, 1997
<S> <C>
ASSETS
Property held for sale, net $ 3,245,900
Investments in joint ventures and limited partnerships held for sale 3,460,500
Cash and cash equivalents 561,400
Deferred financing costs, net 72,400
Other assets 50,600
--------------
Total Assets $ 7,390,800
==============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage note payable $ 1,775,000
Accounts payable 24,500
Accrued expenses 19,400
Tenant deposits and other liabilities 16,000
Due to General Partners and affiliates 37,400
--------------
Total Liabilities 1,872,300
--------------
Partners' equity:
Limited partners 5,552,700
General partners (34,200)
--------------
5,518,500
--------------
Total Liabilities and Partner's Equity $ 7,390,800
==============
</TABLE>
See accompanying notes to financial statements.
13
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WINDSOR PARK PROPERTIES 4
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------
1997 1996
------------- -------------
<S> <C> <C>
REVENUES
Rent and utilities $ 1,169,500 $ 1,121,000
Equity in earnings of joint ventures
and Limited Partnerships 104,900 131,000
Interest 29,200 38,500
Other 55,900 59,300
------------- -------------
1,359,500 1,349,800
------------- -------------
COSTS AND EXPENSES
Property operating 809,100 728,900
Depreciation and amortization 239,100 232,100
Interest 172,300 137,400
General and administrative:
Related parties 65,400 70,500
Other 34,700 36,500
------------- -------------
1,320,600 1,205,400
------------- -------------
Net income $ 38,900 $ 144,400
============= =============
Net income - general partners $ 400 $ 1,400
============= =============
Net income - limited partners $ 38,500 $ 143,000
============= =============
Basic and dilutive earnings per limited partnership unit $ .20 $ 0.72
============= =============
</TABLE>
See accompanying notes to financial statements.
14
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WINDSOR PARK PROPERTIES 4
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
General Partners Limited Partners Total
--------------- ---------------- ---------------
<S> <C> <C> <C>
Balance at December 31, 1995 (27,000) 6,353,200 6,326,200
Cash distributions (4,500) (448,000) (452,500)
Net income 1,400 143,000 144,400
Repurchase of limited partnership
units (48,400) (48,400)
--------------- --------------- ---------------
Balance at December 31, 1996 (30,100) 5,999,800 5,969,700
Cash distributions (4,500) (448,000) (452,500)
Net Income 400 38,500 38,900
Repurchase of limited partnership units (37,600) (37,600)
--------------- --------------- ---------------
Balance at December 31, 1997 $ (34,200) $ 5,552,700 $ 5,518,500
=============== =============== ===============
</TABLE>
See accompanying notes to financial statements.
15
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WINDSOR PARK PROPERTIES 4
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For The Year Ended December 31,
------------------------------------
1997 1996
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 38,900 $ 144,400
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 239,100 232,100
Equity in earnings of joint ventures
and limited partnerships (104,900) (131,000)
Joint ventures' and limited partnerships'
cash distributions 104,900 131,000
Loss on sale of property held for investment and other
assets 500 5,100
Amortization of deferred financing costs 12,900 13,100
Changes in operating assets and liabilities:
Decrease (increase) in other assets 97,000 (66,100)
Increase (decrease) in accounts payable 9,600 (22,800)
Decrease in accrued expenses (12,200) (3,000)
Decrease in Tenant deposits and other liabilities (8,700) (3,600)
Increase in due to general partners and affiliates 37,400
--------------- ---------------
Net cash provided by operating activities 414,500 299,200
--------------- ---------------
Cash flows from investing activities:
Joint ventures' and limited partnerships cash
distributions 142,400 164,200
Increase in property held for sale (49,600) (119,700)
Proceeds from sale of property held for sale
and other assets 12,000
Investments in joint ventures and limited partnerships (561,000)
--------------- ---------------
Net cash provided by (used in) investing activities (468,200) 56,500
--------------- ---------------
Cash flows from financing activities:
Cash distributions (452,500) (452,500)
Proceeds from mortgage note payable 375,000
Repurchase of limited partnership units (37,600) (48,400)
Payment of deferred financing costs (10,100)
--------------- ---------------
Net cash used in financing activities (490,100) (136,000)
--------------- ---------------
Net (decrease) increase in cash and cash equivalents (543,800) 219,700
Cash and cash equivalents at beginning of year 1,105,200 885,500
--------------- ---------------
Cash and cash equivalents at end of year $ 561,400 $ 1,105,200
=============== ===============
</TABLE>
See accompanying notes to financial statements.
16
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WINDSOR PARK PROPERTIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Partnership
Windsor Park Properties 4, A California Limited Partnership (the Partnership),
was formed in June 1986 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
September 1986 and terminated in September 1987.
The following is a summary of the Partnership's significant accounting policies:
Property Held For Sale
In 1996, the Partnership adopted Statement of Financial Accounting Standards No.
121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and Assets
to be Disposed of." SFAS 121 requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that their
carrying value may not be recoverable. The adoption of SFAS 121 had no effect on
reported results in 1996.
Accordingly, during 1997 and 1996, property held for investment was recorded at
the lower of cost or net realizable value and depreciated over various estimated
useful lives (buildings and improvements - 5 to 20 years; fixtures and equipment
- - 3 to 5 years) using the straight-line method. When assets were sold or
otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts, and any gain or loss is included in net income. Repairs and
maintenance were charged to operations as incurred.
As discussed in Note 3, the term of the Partnership, under its's Partnership
agreement expired on December 31, 1997 and a liquidation of the assets through
sale of the properties and ownership interests will commence. In accordance with
SFAS 121, the Partnership stopped depreciating these assets effective January 1,
1998, recorded the properties at the lower of cost or fair value less cost to
sell , and included the properties as "Properties Held for Sale".
For the years ended December 31, 1997 and 1996, permanent impairment conditions
did not exist at the Partnership's properties.
Investments in Joint Ventures and Limited Partnerships Held for Sale
The investments in joint ventures are accounted for utilizing the equity method
as the properties are subject to joint control requiring approval or mutual
agreement of the investors. The investment in Limited Partnerships is also
accounted for utilizing the equity method as the Limited Partners have
significant rights.
Financing Costs
Financing costs are amortized to interest expense over the life of the note
utilizing a method, which approximates the effective interest method.
17
<PAGE> 18
Income Taxes
Under provisions of the Internal Revenue Code and the California Revenue and
Taxation Code, partnerships are generally not subject to income taxes. The tax
effect of any income or loss accrues to the individual partners.
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
year and the net income allocated, which is the same as income available, to the
Limited Partners. Basic and dilutive earnings per limited partnership unit are
the same, as the Partnership has no dilutive securities. The weighted average
number of limited partnership units outstanding during the years ended December
31, 1997 and 1996 was 196,334 and 198,241, 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.
Statements of Cash Flows
For purposes of the statements of cash flows, the Partnership considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
Rental income is recognized when earned and due from residents. The leases
entered into by residents for the rental of a site are generally for terms not
longer than one year and renewable upon the consent of both parties or, in some
instances, as provided by statute.
18
<PAGE> 19
NOTE 2. PARTNERSHIP AGREEMENT
In accordance with the Partnership Agreement, the maximum liability of the
Limited Partners is the amount of their capital contributions. The number of
limited partnership units outstanding at December 31, 1997 and 1996 was 195,576
and 197,095, respectively, which represented capital contributions of
$19,557,600 and $19,709,500, respectively. During the years ended December 31,
1997 and 1996, the Partnership repurchased 1,519 units and 2,368 units,
respectively for $37,600 and $48,400, respectively. The General Partners owned
1,030 units at both December 31, 1997 and 1996.
The General Partners are entitled to receive from the Partnership various fees
and compensation which are summarized as follows:
Operational Stage
The 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 TWC for certain direct expenses, and employee,
executive and administrative time incurred on the Partnership's behalf. The
Partnership was charged $74,700 and $81,200 for such costs during the years
ended December 31, 1997 and 1996, respectively. These costs are included in
property operating and general and administrative expenses in the accompanying
statements of operations. As of December 31, 1997, the Partnership owed TWC
$11,100.
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.
The General Partners received cash distributions of $4,500 for each of the years
ended December 31, 1997 and 1996.
19
<PAGE> 20
NOTE 3. PROPERTY HELD FOR SALE
Property held for sale consists of two manufactured home communities summarized
as follows:
<TABLE>
<CAPTION>
Name of Property Date Acquired Location
- ---------------- ------------- --------
<S> <C> <C>
Sunset Vista April 30, 1987 Magna, Utah
Sunrise Village August 3, 1987 Cocoa, Florida
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C>
Land $ 1,037,700
Buildings and improvements 5,497,500
Fixtures and equipment 98,700
-----------------
6,633,900
Less accumulated depreciation (3,388,000)
-----------------
$ 3,245,900
=================
</TABLE>
Expiration Of Term Of Partnership
The term of the Partnership expired on December 31, 1997. By its terms, the
Partnership Agreement of the Partnership provides for a winding down of
Partnership activities, and a liquidation of the Partnership assets beginning on
or about December 31, 1997. Accordingly, in (November 1997) the General Partners
proceeded to (i) list for sale with a commercial brokerage firm the Sunrise
Village Property and the Partnership's ownership interest in the Harmony Ranch
Property and (ii) order appraisals for each of the properties owned by the
Partnership, or in which the Partnership has an ownership interest. The General
Partners have entered into an agreement to sell the Sunrise Village property to
an unaffiliated third party for approximately $1.7 million. The General Partners
are in the process of developing a plan of liquidation for the Partnership's
assets, which is expected to involve the sale of assets to (i) unaffiliated
third parties and (ii) in light of the cross ownership between the Partnership
and certain affiliated entities engaged in similar businesses to the
Partnership, to parties affiliated with the Partnership. Following such sales
the Partnership will be liquidated and dissolved, and liquidating distributions
will be made to the partners in accordance with the terms of the Agreement of
the Partnership.
The General Partners anticipate that all of the Partnership's properties and
ownership interests in properties will be sold on or before December 31, 1998.
20
<PAGE> 21
NOTE 4. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS HELD FOR SALE
The Partnership's investments in joint ventures and limited partnerships consist
of interests in six manufactured home communities summarized as follows:
<TABLE>
<CAPTION>
Ownership
Name of Property Percentage Date Acquired Location
- ---------------- ---------- ------------- --------
<S> <C> <C> <C>
Big Country Estates 60% December 1, 1986 Cheyenne, Wyoming
Harmony Ranch 75% December 15, 1986 Thonotosassa, Florida
Rancho Margate 33% September 20, 1995 Margate, Florida
Winter Haven 33% October 11, 1995 Winter Haven, Florida
Apache East 25% February 18, 1997 Phoenix, Arizona
Denali Park 25% February 18, 1997 Phoenix, Arizona
</TABLE>
The remaining interests in the communities are owned by California limited
partnerships, which have the same General Partners as the Partnership.
In February 1997, the Partnership purchased a 25% Limited Partner interest in
Windsor Park 345, a limited Partnership, comprised of the Apache East Estates
and Denali Park Estates manufactured home communities located in Phoenix,
Arizona. The remaining interests in the communities were purchased by limited
partnerships that have the same general partners as the Partnership. The
Partnership's cost of it's equity interest in the communities was $575,000. In
connection with the purchase, Windsor Park 345 obtained a $3,040,000 loan,
collateralized by the communities.
The combined condensed financial position and results of operations of the joint
ventures and Limited Partnerships (including Apache East and Denali Park since
their purchase), are as follows:
<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C>
Financial Position:
Property held for sale, net $ 18,079,900
Cash 252,000
Other assets 377,100
-----------------
Total assets $ 18,709,000
=================
Mortgage notes payable $ 9,513,900
Accounts payable 55,400
Other liabilities 120,800
-----------------
Total liabilities 9,690,100
Partners' equity 9,018,900
-----------------
$ 18,709,000
=================
</TABLE>
21
<PAGE> 22
<TABLE>
<CAPTION>
For The Year Ended December 31,
------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Results of Operations:
Property revenues $ 3,231,100 $ 2,696,100
------------ ------------
Expenses:
Property operating 1,597,600 1,298,500
Interest 808,800 602,600
Depreciation 669,100 512,400
------------ ------------
3,075,500 2,413,500
------------ ------------
Net income $ 155,600 $ 282,600
============ ============
</TABLE>
NOTE 5. MORTGAGE NOTE PAYABLE
In October 1995, the Partnership obtained a $1,400,000 mortgage loan
collateralized by the Sunset Vista and Sunrise Village communities. The loan,
which was originally payable in monthly interest only installments bearing
interest at 90 day LIBOR plus 2.95%, is due in October 2002. In March 1996, the
loan was converted to a fixed rate loan bearing interest at 8.97%. All other
terms of the loan remained the same. In December 1996, after achieving certain
net operating income levels, the Partnership received $375,000 of additional
loan proceeds at the same terms.
NOTE 6. 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 the Limited Partners for the years ended December 31, 1997 and 1996 follows:
<TABLE>
<CAPTION>
1997 1996
----------------------------------- -----------------------------------
Per Per
Amount Unit Amount Unit
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net income
- Limited Partners $ 38,500 $ .20 $ 143,000 $ 0.72
Return of capital 409,500 2.08 305,000 1.54
--------------- --------------- --------------- ---------------
$ 448,000 $ 2.28 $ 448,000 $ 2.26
=============== =============== =============== ===============
</TABLE>
22
<PAGE> 23
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash equivalents, receivables, accounts payable, accrued
expenses and other liabilities approximate fair value because of the short
maturity of these financial instruments. The fixed rate mortgage note payable
approximates fair value as estimated based on interest rates available for debt
with similar terms and maturities.
NOTE 8. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest (none capitalized) $ 169,682 $ 124,400
=========== ==========
</TABLE>
NOTE 9. CONTINGENCIES
The Partnership, as an owner of real estate, is subject to various environmental
laws. Compliance by the Partnership with existing laws has not had a material
effect on the results of operations, financial condition or cash flows of the
Partnership, nor does management believe it will have a material impact in the
future.
NOTE 10. RELATED PARTY TRANSACTIONS
Chateau and/or its predecessor have been providing property management services
to the Partnership since 1992. For this service, Chateau is paid a property
management fee, which is based on a percentage of actual gross receipts of the
properties. The total management fees paid to Chateau were $58,100 and $56,700
for the years ended December 31, 1997 and 1996, respectively. In addition
certain direct expenses are paid by Chateau on behalf of the Partnership and
then reimbursed by the Partnership. These amounts were $184,300 and $177,600 for
the years ended December 31, 1997 and 1996, respectively.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements over accounting or financial disclosure with the
independent accountants for the Partnership.
23
<PAGE> 24
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The general partners of the Partnership are The Windsor Corporation, and John A.
Coseo, Jr.
In July 1994, The Windsor Corporation merged into Windsor Group, Inc., a
majority-owned subsidiary. In conjunction with the merger, Windsor Group, Inc.
changed its name to The Windsor Corporation, hereafter, ("The Windsor
Corporation").
These entities were incorporated in 1977 and 1992, respectively, to engage in
the real estate syndication business. Historically, they have concentrated
solely on the acquisition, management, and sale of fully-developed manufactured
home communities through the investment programs which they sponsor.
The executive officers of The Windsor Corporation do not receive direct
compensation from the Partnership in these capacities and are only required to
spend such time on the Partnership's affairs as is deemed necessary. Substantial
amounts of these officers' time is spent on matters unrelated to the
Partnership.
The names, ages, and nature of the positions held by the directors and executive
officers of The Windsor Corporation follow:
<TABLE>
<CAPTION>
Name Age Office
---------------------- --------- -----------------------
<S> <C>
Steven G. Waite 43 President and Director
Gary P. McDaniel 52 Director
C.G. Kellogg 54 Director
</TABLE>
A brief background of the general partners, directors and certain executive
officers of The Windsor Corporation follows.
Steven G. Waite (43) joined The Windsor Corporation in August 1997 as President
and a director. Since 1991, until his involvement with Windsor, Mr. Waite served
as Vice President/General Manager of the Communities Division at Clayton Homes.
He was responsible for the original start up of this division, and subsequently
built it into a successful and profitable area of Clayton Homes, expanding from
eight communities to 67 communities. In addition, Mr. Waite has over eight years
of experience in the manufactured home community-lending arena. He earned a
Bachelor of Arts degree from the University of Colorado and a Master of Business
Administration from the University of Alabama. Mr. Waite is active in the
Manufactured Housing Institute.
Gary P. McDaniel (52) has been Chief Executive Officer and a director of Chateau
Communities, Inc., since February 1997 and is a trustee of Windsor Real Estate
Investment Trust 8, a real estate investment trust that is advised by the
Windsor Corporation. He served as the Chairman of the Board, President and Chief
Executive Officer for ROC Communities, Inc. since 1993, has been a principal of
ROC and its predecessors since 1979, and has been active in the manufactured
home industry since 1972. Mr. McDaniel has been active in several state and
national manufactured home associations, including associations in Florida and
Colorado. In 1996, he was named "Industry Person of the Year" by the National
Manufactured Housing Industry Association. Mr. McDaniel is on the Board of
Directors of the Manufactured Housing Institute. He is a graduate of the
University of Wyoming and served as a Captain in the United States Air Force.
24
<PAGE> 25
C.G. ("Jeff") Kellogg (54) has been President and a director of Chateau
Communities, Inc. since its inception and was Chief Executive Officer of the
Company from its inception to February 1997. For the five years preceding the
formation of Chateau Communities, Inc., Mr. Kellogg was President and Chief
Operating Officer of Chateau Estates. He is extremely active in local and
national industry associations, often in leadership positions. Mr. Kellogg is a
past President of the Michigan Manufactured Housing Association and served on
the Manufactured Housing Institute's Community Operations Committee. He is a
graduate of Michigan Technological University with a B.S. in Civil Engineering.
John A. Coseo, Jr. (58) was the founder of The Windsor Corporation in 1977 and
has been actively involved in all facets of the manufactured housing business
since that time. Mr. Coseo resigned from his positions as a director and
executive officer of the Windsor Corporation in 1997. From 1979 to the present,
Mr. Coseo has acted as general partner or advisor in the acquisition and
management of 56 manufactured home communities throughout the United States. Mr.
Coseo is a general partner of seven limited partnerships which have registered
their securities under the Securities and Exchange Act of 1934.
Item 10. EXECUTIVE COMPENSATION
The Partnership has not paid and does not propose to pay any remuneration or
retirement benefits to John A. Coseo, Jr. or the directors or executive officers
of The Windsor Corporation. Refer to Item 12 (Certain Relationships and Related
Transactions) for cash distributions and expense reimbursements paid to The
Windsor Corporation by the Partnership.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of
more than 5% of the limited partnership units.
(b) Security Ownership of Management
The following table presents certain information regarding the number of units
owned, directly or indirectly, by (i) each General Partner and (ii) all General
Partners as a group as of December 31, 1997:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- ------------------------- --------------------------- -------------------- ------------
<S> <C> <C> <C>
Units of Limited John A. Coseo, Jr.,
Partnership Interest a General Partner 30 .015%
Units of Limited The Windsor Corporation,
Partnership Interest a General Partner 1,000 .507%
------- ------
Units of Limited All General Partners as
Partnership Interest a group 1,030 .522%
======= ======
</TABLE>
25
<PAGE> 26
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following table reflects all compensation accrued or paid to the General
Partners during the years ended December 31, 1997 and 1996.
<TABLE>
<CAPTION>
Form of Compensation and Entity Receiving 1997 1996
-------- --------
<S> <C> <C>
Expense reimbursement - The Windsor Corporation $ 74,700 $ 81,200
Cash distributions - The Windsor Corporation $ 4,500 $ 4,500
</TABLE>
26
<PAGE> 27
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits and Index of Exhibits
(3) - Certificate and Agreement of Limited Partnership filed
as Exhibit A to Registration Statement No. 33-6812 and
incorporated herein by reference.
(27) - Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K during the last quarter of
the period covered by this Form 10-KSB.
27
<PAGE> 28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 31st day March
1998.
WINDSOR PARK PROPERTIES 4 A California
Limited Partnership by:
THE WINDSOR CORPORATION
By: /s/ Steven G. Waite
---------------------------------------
STEVEN G. WAITE
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Steven G. Waite President of The Windsor Corporation, a March 31, 1998
- -------------------------- general partner of the Partnership
STEVEN G. WAITE
/s/Gary P. McDaniel Director March 31, 1998
- -------------------------
GARY P. MCDANIEL
/s/C.G. Kellogg Director March 31, 1998
- -------------------------
C.G. KELLOGG
/s/John A. Coseo, Jr. General Partner March 31, 1998
- -------------------------
JOHN A. COSEO, JR.
</TABLE>
28
<PAGE> 29
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
(3) - Certificate and Agreement of Limited Partnership filed
as Exhibit A to Registration Statement No. 33-6812 and
incorporated herein by reference.
(27) - Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 561,400
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,634,100
<DEPRECIATION> 3,388,000
<TOTAL-ASSETS> 7,390,800
<CURRENT-LIABILITIES> 97,400
<BONDS> 1,775,000
0
0
<COMMON> 0
<OTHER-SE> 5,518,500
<TOTAL-LIABILITY-AND-EQUITY> 7,390,800
<SALES> 0
<TOTAL-REVENUES> 1,359,500
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,148,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 172,300
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38,800
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
