<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, 1995
-------------------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number 0-16642
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WINDSOR PARK PROPERTIES 5, A CALIFORNIA LIMITED PARTNERSHIP
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(Exact name of small business issuer as specified in its charter)
California 33-0243223
- -------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
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(Address of principal executive offices)
(619) 746-2411
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]
1
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TABLE OF CONTENTS
PART I
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Page
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Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II
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Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURE
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2
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
BALANCE SHEET
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(unaudited)
<TABLE>
<CAPTION>
March 31,1995
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<S> <C>
ASSETS
- ------
Property held for investment:
Land $ 1,507,800
Buildings and improvements 2,033,300
Fixtures and equipment 18,400
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3,559,500
Less accumulated depreciation (671,500)
-------------
2,888,000
Investment in joint venture 1,573,200
Cash and cash equivalents 182,100
Other assets 65,200
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$ 4,708,500
=============
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Accounts payable $ 6,200
Accrued liabilities 19,000
Tenant deposits and other liabilities 39,100
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64,300
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Partners' equity:
Limited partners 4,815,100
General partners (170,900)
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4,644,200
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$ 4,708,500
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</TABLE>
3
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
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(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
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1995 1994
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<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 105,700 $ 101,000
Equity in earnings of joint venture 13,600 9,200
Interest 5,100 3,500
Other 2,300 10,100
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126,700 123,800
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COSTS AND EXPENSES
- ------------------
Property operating costs 50,500 53,800
Depreciation and amortization 25,800 26,000
General and administrative:
Related parties 13,400 13,700
Other 11,600 13,800
State tax 23,000
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101,300 130,300
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Net income (loss) $ 25,400 $ (6,500)
=========== ===========
Net income (loss) - general partners $ 300 $ (100)
=========== ===========
Net income (loss) - limited partners $ 25,100 $ (6,400)
=========== ===========
Net income (loss) per limited partnership unit $ 0.10 $ (0.03)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
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(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
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1995 1994
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 25,400 $ (6,500)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization 25,800 26,000
Equity in earnings of joint venture (13,600) (9,200)
Joint venture cash distributions 13,600 9,200
Changes in operating assets and liabilities:
Other assets 2,400 18,500
Accounts payable (400) 21,800
Accrued liabilities 4,400 (2,500)
Tenant deposits and other liabilities (4,300) 1,800
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Net cash provided by operating activities 53,300 59,100
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Cash flows from investing activities:
Joint venture cash distributions 11,200 11,800
Increase in property held for investment (1,600) (2,200)
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Net cash provided by investing activities 9,600 9,600
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Cash flows from financing activities:
Cash distributions (50,500) (101,000)
Repurchase of limited partnership units (800)
----------- ------------
Net cash used in investing activities (51,300) (101,000)
----------- ------------
Net increase (decrease) in cash and cash
equivalents 11,600 (32,300)
Cash and cash equivalents at beginning of period 170,500 438,000
----------- ------------
Cash and cash equivalents at end of period $ 182,100 $ 405,700
=========== ============
</TABLE>
See accompanying notes to financial statements.
5
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. BASIS OF PRESENTATION
---------------------
The balance sheet at March 31, 1995 and the related statements of operations and
of cash flows for the three months ended March 31, 1995 and 1994 are unaudited.
However, in the opinion of the General Partners, they contain all adjustments,
of a normal recurring nature, necessary for a fair presentation of such
financial statements. Interim results are not necessarily indicative of results
for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Partnership's annual
financial statements and notes. Certain 1994 amounts have been reclassified to
conform with the 1995 presentation.
NOTE 2. INVESTMENT IN JOINT VENTURE
---------------------------
The Partnership's investment in joint venture consists of a 42 percent undivided
interest in one manufactured home community. The condensed results of
operations of the joint venture for the three months ended March 31, 1995 and
1994 follows:
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
Property revenues $ 142,900 $ 132,700
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Expenses:
Property operating 82,200 82,300
Depreciation 28,300 28,400
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110,500 110,700
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Net income $ 32,400 $ 22,000
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</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 months ended March 31, 1995 and 1994 was 243,794 and 243,862,
respectively.
NOTE 4. RELATED PARTY TRANSACTIONS
--------------------------
The General Partners of the Partnership are The Windsor Corporation, a
California corporation, and John A. Coseo, Jr. (Mr. Coseo is also the
president, chief executive officer and the principal stockholder of The Windsor
Corporation).
The General Partners and their affiliates are entitled to receive various fees
and compensation from the Partnership which are summarized as follows:
6
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Operational Stage
- -----------------
The Partnership's investment properties were managed by Windsor Asset
Management, Inc. (WAMI), an affiliate of The Windsor Corporation, until November
1994. At that time, WAMI was merged into an independent property management
company. For management services, WAMI received 5 percent of gross property
receipts. During the three months ended March 31, 1994, WAMI received fees of
$5,300. WAMI received no fees during the three months ended March 31, 1995.
The net profits, losses and cash distributions of the Partnership during the
operational stage are allocated 99 percent to the Limited Partners and 1 percent
to the General Partners.
The Partnership reimburses The Windsor Corporation and affiliates for certain
direct expenses, and employee, executive and administrative time, which are
incurred on the Partnership's behalf. The Partnership was charged $14,900 and
$15,300 for such costs during the three months ended March 31, 1995 and 1994,
respectively.
Liquidation Stage
- -----------------
During the Partnership's liquidation stage, total compensation paid to all
persons for the sale of Partnership properties is limited to competitive real
estate commissions, not to exceed 6 percent of the contract price for the sale
of the property. The General Partners may receive up to one-half of the
competitive real estate commission, not to exceed 3 percent, if they provide a
substantial amount of services in the sales effort. The General Partners'
commission is subordinated to the Limited Partners receiving a 9 percent
cumulative, non-compounded annual return (Preferred Return) on their original
capital investments. No commissions were paid during the three months ended
March 31, 1995 and 1994.
The General Partners also receive 1 percent of net income, loss and cash
distributions from the sale or financing of Partnership properties. The
participation increases to 15 percent after the Limited Partners have received
their original invested capital plus their Preferred Return.
During the three months ended March 31, 1995 and 1994 the General Partners
received cash distributions of $500 and $1,000, respectively.
NOTE 5. DISTRIBUTIONS TO LIMITED PARTNERS
---------------------------------
Distributions to limited partners in excess of net income allocated to limited
partners are considered a return of capital. A breakdown of cash distributions
to limited partners for the three months ended March 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
1995 1994
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Per Per
Amount Unit Amount Unit
---------- ---- ---------- ----
<S> <C> <C> <C> <C>
Net income
- limited partners $ 25,100 $ 0.10 $ $
Return of capital 24,900 0.10 100,000 0.41
--------- ------- ---------- --------
$ 50,000 $ 0.20 $ 100,000 $ 0.41
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</TABLE>
7
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Changes in Financial Condition
- ------------------------------
March 31, 1995 as compared to December 31, 1994
- -----------------------------------------------
The Partnership's primary source of cash during the three months ended March 31,
1995 was from the operations of its investment properties. The primary use of
cash during the same period was for cash distributions to partners.
There have been no significant changes in the financial condition of the
Partnership since December 31, 1994. Partners' equity decreased from $4,670,100
at December 31, 1994 to $4,644,200 at March 31, 1995 due to cash distributions
of $50,500 and repurchased limited partner units of $800 exceeding net income of
$25,400.
The General Partners are evaluating proposals for the financing of the existing
property portfolio, as well as new property acquisitions. The General Partners
currently intend to finance the existing property portfolio and acquire
additional properties 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. The General Partners believe that the future sources of cash are
sufficient to meet the working capital requirements of the Partnership for the
foreseeable future.
Results of Operations
- ---------------------
Three months ended March 31, 1995 as compared to three months ended
- -------------------------------------------------------------------
March 31, 1994
- --------------
The Partnership realized net income of $25,400 ($0.10 per limited partnership
unit) for the three months ended March 31, 1995 as compared to a net loss of
$6,500 ($0.03 per limited partnership unit) for the same period in 1994.
Rent and utilities revenues increased from $101,000 in 1994 to $105,700 in 1995.
The overall occupancy of the Partnership's two wholly-owned properties decreased
from 82% at March 31, 1994 to 77% at March 31, 1995. Offsetting the decrease in
overall occupancy were $10 per month rent increases implemented at both
properties effective April 1994.
Equity in earnings of joint venture, which reflects the Partnership's share of
net income of the Town and Country Estates manufactured home community,
increased from $9,200 in 1994 to $13,600 in 1995. The increase is due mainly to
a significant increase in occupancy at the property in 1994 due to an aggressive
marketing program and a strong local economy. The property increased occupancy
from 81% at March 31, 1994 to 98% at March 31, 1995.
Property operating costs decreased from $53,800 in 1994 to $50,500 in 1995 due
mainly to lower repairs and maintenance costs.
In 1994, the Partnership incurred a $23,000 tax imposed by the State of Michigan
relating to the wind-up of the Partnership's affairs in the state. No state tax
expense was incurred in 1995.
8
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PART II
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the period
covered by this Form 10-QSB.
9
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WINDSOR PARK PROPERTIES 5,
A California Limited Partnership
---------------------------------
(Registrant)
By: The Windsor Corporation, a California corporation
By /s/ John A. Coseo, Jr.
---------------------------------------
JOHN A. COSEO, JR.
Chief Financial Officer
(Principal Accounting Officer)
Date: May 10, 1995
10
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 1995 AND THE RELATED STATEMENTS OF OPERATIONS AND OF CASH
FLOWS FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 182,100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,559,500
<DEPRECIATION> (671,500)
<TOTAL-ASSETS> 4,708,500
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 4,644,200<F1>
<TOTAL-LIABILITY-AND-EQUITY> 4,708,500
<SALES> 0
<TOTAL-REVENUES> 126,700
<CGS> 0
<TOTAL-COSTS> 50,500
<OTHER-EXPENSES> 50,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 25,400
<INCOME-TAX> 0
<INCOME-CONTINUING> 25,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,400
<EPS-PRIMARY> 0.10<F2>
<EPS-DILUTED> 0
<FN>
<F1>Limited partners and general partners equity
<F2>Net income per limited partnership unit
</FN>
</TABLE>
