<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 ____________________
Commission file number 0-16642
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WINDSOR PARK PROPERTIES 5, A CALIFORNIA LIMITED PARTNERSHIP
------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-0243223
-------------------------------- -------------------
(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 ( )
--- ----
1
<PAGE>
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 10
PART II
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Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURE
2
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
BALANCE SHEET
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(unaudited)
<TABLE>
<CAPTION>
June 30, 1995
-------------
<S> <C>
ASSETS
- ------
Property held for investment:
Land $ 1,507,800
Buildings and improvements 2,041,700
Fixtures and equipment 20,100
-------------
3,569,600
Less accumulated depreciation (697,400)
-------------
2,872,200
Investment in joint venture 1,577,500
Cash and cash equivalents 113,900
Deposit on property 50,000
Other assets 78,000
-------------
$ 4,691,600
=============
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Accounts payable $ 3,200
Accrued liabilities 28,700
Tenant deposits and other liabilities 37,700
-------------
69,600
-------------
Partners' equity:
Limited partners 4,793,100
General partners (171,100)
-------------
4,622,000
-------------
$ 4,691,600
=============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
----------------------------
1995 1994
-------------- -----------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 106,700 $ 107,200
Equity in earnings (loss) of joint venture 15,600 (1,500)
Interest 5,300 4,300
Other 3,100 1,700
----------- -----------
130,700 111,700
----------- -----------
COSTS AND EXPENSES
- ------------------
Property operating costs 55,900 69,100
Depreciation and amortization 25,900 25,900
General and administrative:
Related parties 11,000 13,300
Other 7,900 15,600
----------- -----------
100,700 123,900
----------- -----------
Net income (loss) $ 30,000 $ (12,200)
=========== ===========
Net income (loss) - general partners $ 300 $ (100)
=========== ===========
Net income (loss) - limited partners $ 29,700 $ (12,100)
=========== ===========
Net income (loss) per limited partnership unit $ 0.12 $ (0.05)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------
1995 1994
-------------- -----------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 212,400 $ 208,200
Equity in earnings of joint venture 29,200 7,700
Interest 10,400 7,800
Other 5,400 11,800
----------- -----------
257,400 235,500
----------- -----------
COSTS AND EXPENSES
- ------------------
Property operating costs 106,400 122,900
Depreciation and amortization 51,700 51,900
General and administrative:
Related parties 24,400 27,000
Other 19,500 52,400
----------- -----------
202,000 254,200
----------- -----------
Net income (loss) $ 55,400 $ (18,700)
=========== ===========
Net income (loss) - general partners $ 600 $ (200)
=========== ===========
Net income (loss) - limited partners $ 54,800 $ (18,500)
=========== ===========
Net income (loss) per limited partnership unit $ 0.22 $ (0.08)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(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 (loss) $ 55,400 $ (18,700)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 51,700 51,900
Equity in earnings of joint venture (29,200) (7,700)
Joint venture cash distributions 29,200 7,700
Loss on sale of property held for investment 15,500
Changes in operating assets and liabilities:
Other assets (10,400) 23,000
Accounts payable (3,400)
Accrued liabilities 14,100 5,600
Tenant deposits and other liabilities (5,700) 2,000
------------ ------------
Net cash provided by operating activities 101,700 79,300
------------ ------------
Cash flows from investing activities:
Proceeds from sale of property held for investment 4,500
Increase in property held for investment (11,700) (2,200)
Deposit on property (50,000)
Joint venture cash distributions 6,900 28,900
------------ ------------
Net cash (used in) provided by investing activities (54,800) 31,200
------------ ------------
Cash flows from financing activities:
Cash distributions (101,000) (227,300)
Repurchase of limited partnership units (2,500)
------------ ------------
Net cash used in financing activities (103,500) (227,300)
------------ ------------
Net decrease in cash and cash equivalents (56,600) (116,800)
Cash and cash equivalents at beginning of period 170,500 438,000
------------ ------------
Cash and cash equivalents at end of period $ 113,900 $ 321,200
============ ============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(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. 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 six months ended June 30, 1995 and 1994
follows:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Property revenues $ 289,000 $ 259,500
----------- -----------
Expenses:
Property operating 163,000 184,300
Depreciation 56,500 56,800
----------- -----------
219,500 241,100
----------- -----------
Net income $ 69,500 $ 18,400
=========== ===========
</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 243,597 and 243,694, respectively;
and 243,862 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
<PAGE>
The General Partners and their affiliates are entitled to receive various fees
and compensation from the Partnership which are summarized as follows:
Operational Stage
- -----------------
The Partnership's investment properties were managed by Windsor Asset
Management, Inc. (WAMI), an affiliate of The Windsor Corporation, until November
1994. At that time, WAMI was merged into an independent property management
company. For management services, WAMI received 5 percent of gross property
receipts. During the three and six months ended June 30, 1994, WAMI received
fees of $5,300 and $10,600, 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 $12,600 and
$14,700 for such costs during the three months ended June 30, 1995 and 1994,
respectively; and $27,500 and $30,000 for the six months ended June 30, 1995 and
1994, respectively.
Liquidation Stage
- -----------------
During the Partnership's liquidation stage, the total compensation paid to all
persons for the sale of investment 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 and six months
ended June 30, 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 June 30, 1995 and 1994, the General Partners
received cash distributions of $500 and $1,300, respectively; and $1,000 and
$2,300 for the six months ended June 30, 1995 and 1994, respectively.
8
<PAGE>
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 $ 54,800 $ 0.22 $ $
Return of capital 45,200 0.19 225,000 0.92
----------- ------- ---------- -------
$ 100,000 $ 0.41 $ 225,000 $ 0.92
=========== ======= ========== =======
</TABLE>
9
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(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 uses of
cash during the same period were for cash distributions to partners and a
deposit on an investment property.
The General Partners are evaluating proposals for the financing of the existing
property portfolio, as well as new investment property acquisitions. In June
1995, a $50,000 refundable deposit was made on a prospective investment
property. The General Partners currently intend to finance the existing
property portfolio and acquire additional investment 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 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 $30,000 ($0.12 per limited partnership
unit) for the three months ended June 30, 1995 as compared to a net loss of
$12,200 ($0.05 per limited partnership unit) for the comparable period in 1994.
Rent and utilities revenues decreased slightly from $107,200 in 1994 to $106,700
in 1995. The overall occupancy of the Partnership's two wholly-owned properties
decreased from 80% at June 30, 1994 to 75% at June 30, 1995. Offsetting the
decrease in overall occupancy were $10 and $5 per month rent increases
implemented at both properties effective April 1994 and April 1995,
respectively.
Equity in earnings of joint venture, which reflects the Partnership's share of
the net income of the Town and Country Estates manufactured home community,
increased from a $1,500 loss in 1994 to $15,600 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 85% at June 30, 1994 to 100% at June 30, 1995. In addition, a
$12 per month rent increase was implemented in May 1995.
Six months ended June 30, 1995 as compared to six months ended June 30, 1994
- ----------------------------------------------------------------------------
The Partnership realized net income of $55,400 ($0.22 per limited partnership
unit) for the six months ended June 30, 1995 as compared to a net loss of
$18,700 ($0.08 per limited partnership unit) for the comparable period in 1994.
Equity in earnings of joint venture, which reflects the Partnership's share of
the net income of the Town and Country Estates manufactured home community,
increased from $7,700 in 1994 to
10
<PAGE>
$29,200 in 1995 for the reasons discussed previously.
Property operating costs decreased from $122,900 in 1994 to $106,400 in 1995.
The decrease is due mainly to $15,500 of losses incurred on the sale of mobile
homes in 1994 at the Plantation property. No losses on sales were incurred in
1995.
General and administrative expense decreased from $79,400 in 1994 to $43,900 in
1995 due mainly to a $23,000 tax imposed by the State of Michigan in 1994
relating to the wind-up of the Partnership's business in that state.
11
<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.
12
<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 5,
A California Limited Partnership
---------------------------------
(Registrant)
By: The Windsor Corporation, a California corporation
By John A. Coseo, Jr.
---------------------------------------------------
JOHN A. COSEO, JR.
Chief Financial Officer
(Principal Accounting Officer)
Date: August 10, 1995
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 5 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> 113,900
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,569,600
<DEPRECIATION> 697,400
<TOTAL-ASSETS> 4,691,600
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 4,622,000<F1>
<TOTAL-LIABILITY-AND-EQUITY> 4,691,600
<SALES> 0
<TOTAL-REVENUES> 257,400
<CGS> 0
<TOTAL-COSTS> 106,400
<OTHER-EXPENSES> 95,600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 55,400
<INCOME-TAX> 0
<INCOME-CONTINUING> 55,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55,400
<EPS-PRIMARY> 0.22<F2>
<EPS-DILUTED> 0
<FN>
<F1>Limited partners and general partners equity
<F2>Net income per limited partnership unit
</FN>
</TABLE>
