<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, 1996
--------------
[_] 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 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 10
SIGNATURE
2
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
BALANCE SHEET
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(unaudited)
<TABLE>
<CAPTION>
March 31, 1996
----------------
ASSETS
- ------
<S> <C>
Property held for investment:
Land $ 1,507,800
Buildings and improvements 2,042,200
Fixtures and equipment 28,200
----------------
3,578,200
Less accumulated depreciation (775,600)
----------------
2,802,600
Investments in joint ventures 2,183,400
Cash and cash equivalents 536,100
Deferred financing costs 58,400
Other assets 66,400
----------------
$ 5,646,900
================
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage note payable $ 1,097,000
Accounts payable 4,000
Accrued expenses 34,400
Tenant deposits and other liabilities 34,500
----------------
1,169,900
----------------
Partners' equity:
Limited partners 4,649,500
General partners (172,500)
----------------
4,477,000
----------------
$ 5,646,900
================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
WINDSOR PARK PROPERTIES 5
----------------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
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(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
1996 1995
-------------- -----------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 104,000 $ 105,700
Equity in earnings of joint ventures 23,700 13,600
Interest 9,300 5,100
Other 3,000 2,300
-------------- -----------
140,000 126,700
-------------- -----------
COSTS AND EXPENSES
- ------------------
Property operating 70,700 50,500
Depreciation and amortization 26,600 25,800
Interest 25,300
General and administrative:
Related parties 12,500 13,400
Other 11,000 11,600
-------------- -----------
146,100 101,300
-------------- -----------
Net (loss) income $ (6,100) $ 25,400
============== ===========
Net (loss) income - general partners $ (100) $ 300
============== ===========
Net (loss) income - limited partners $ (6,000) $ 25,100
============== ===========
Net (loss) income per limited partnership unit $ (0.02) $ 0.10
============== ===========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
WINDSOR PARK PROPERTIES 5
----------------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
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(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (6,100) $ 25,400
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization 26,600 25,800
Equity in earnings of joint ventures (23,700) (13,600)
Joint ventures' cash distributions 23,700 13,600
Amortization of deferred financing costs 2,300
Changes in operating assets and liabilities:
Other assets (200) 2,400
Accounts payable (5,500) (400)
Accrued expenses 2,200 4,400
Tenant deposits and other liabilities (500) (4,300)
------------ -----------
Net cash provided by operating activities 18,800 53,300
------------ -----------
Cash flows from investing activities:
Joint ventures' cash distributions 4,100 11,200
Increase in property held for investment (2,300) (1,600)
------------ -----------
Net cash provided by investing activities 1,800 9,600
------------ -----------
Cash flows from financing activities:
Cash distributions (101,000) (50,500)
Repurchase of limited partnership units (1,300) (800)
------------ -----------
Net cash used in financing activities (102,300) (51,300)
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Net (decrease) increase in cash and cash equivalents (81,700) 11,600
Cash and cash equivalents at beginning of period 617,800 170,500
------------ -----------
Cash and cash equivalents at end of period $ 536,100 $ 182,100
============ ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (none capitalized) $ 23,600 $ ---
============ ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
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NOTE 1. BASIS OF PRESENTATION
---------------------
The balance sheet at March 31, 1996 and the related statements of operations and
of cash flows for the three months ended March 31, 1996 and 1995 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
-----------------------------
The Partnership's investments in joint ventures consist of three manufactured
home communities in 1996 and one manufactured home community in 1995. The
combined condensed results of operations of the joint ventures for the three
months ended March 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Property revenues $ 572,200 $ 142,900
----------- -----------
Expenses:
Property operating 244,000 82,200
Interest 157,800
Depreciation 92,900 28,300
----------- -----------
494,700 110,500
----------- -----------
Net income $ 77,500 $ 32,400
=========== ===========
</TABLE>
NOTE 3. NET (LOSS) INCOME PER LIMITED PARTNERSHIP UNIT
----------------------------------------------
Net (loss) income per limited partnership unit is calculated based on the
weighted average number of limited partnership units outstanding during the
period and the net (loss) income allocated to the Limited Partners. The
weighted average number of limited partnership units outstanding during the
three months ended March 31, 1996 and 1995 was 241,768 and 243,794,
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 are entitled to receive various fees and compensation from
the Partnership which are summarized as follows:
6
<PAGE>
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, which are incurred on the
Partnership's behalf. The Partnership was charged $14,200 and $14,900 for such
costs during the three months ended March 31, 1996 and 1995, respectively.
These costs are included in property operating and general and administrative
expenses in the accompanying Statements of Operations.
Liquidation Stage
- -----------------
During the Partnership's liquidation stage, total compensation paid to all
persons for the sale of investment properties is limited to competitive real
estate commissions, not to exceed 6% 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%, 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% cumulative, non-compounded
annual return (Preferred Return) on their original capital investments. No
commissions were paid to the General Partners during the three months ended
March 31, 1996 and 1995.
The General Partners also receive 1% of profits, losses and cash distributions
from the sale or financing of Partnership properties. The participation
increases to 15% after the Limited Partners have received their original
invested capital plus their Preferred Return.
During the three months ended March 31, 1996 and 1995 the General Partners
received cash distributions of $1,000 and $500, 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, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
----------------------------------------------
Per Per
Amount Unit Amount Unit
----------- -------- ---------- --------
<S> <C> <C> <C> <C>
Net income
- limited partners $ 25,100 $ 0.10
Return of capital $ 100,000 $ 0.41 24,900 0.10
----------- -------- ---------- --------
$ 100,000 $ 0.41 $ 50,000 $ 0.20
=========== ======== ========== ========
</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, 1996 as compared to December 31, 1995
- -----------------------------------------------
The Partnership's primary source of cash during the three months ended March 31,
1996 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, 1995. Partners' equity decreased from $4,585,400
at December 31, 1995 to $4,477,000 at March 31, 1996 due to cash distributions
of $101,000, repurchased limited partnership units of $1,300 and a net loss of
$6,100.
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,
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, 1996 as compared to three months ended March 31,
- -----------------------------------------------------------------------------
1995
- ----
The results of operations for the three months ended March 31, 1996 and 1995 are
not directly comparable due to the purchases of interests in the Rancho Margate
and Winter Haven manufactured home communities in September 1995 and October
1995, respectively. The Partnership incurred a net loss of $6,100 ($0.02 per
limited partnership unit) for the three months ended March 31, 1996 and realized
net income of $25,400 ($0.10 per limited partnership unit) for the three months
ended March 31, 1995.
Rent and utilities revenues decreased slightly from $105,700 in 1995 to $104,000
in 1996. The overall occupancy of the Partnership's two wholly-owned properties
decreased from 77% at March 31, 1995 to 74% at March 31, 1996. Offsetting the
decrease in occupancy were $5 per month rent increases implemented at both
properties in April 1995.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of three manufactured home communities in 1996 and one manufactured
home community in 1995, (as mentioned previously, two joint ventures interests
were acquired in September and October 1995). Equity in earnings of joint
ventures increased from $13,600 in 1995 to $23,700 in 1996 due mainly to the
purchase of two additional joint venture interests. The overall occupancy of
the Partnership's three joint venture properties was 98% at March 31, 1996,
compared to 98% for one joint venture property at March 31, 1995. Recent rent
increases implemented include $12 per month at Town and Country effective May
1995, and $10 and $13 per month at Winter Haven and Rancho Margate,
respectively, effective January 1996.
Interest income increased from $5,100 in 1995 to $9,300 in 1996 due mainly to
higher cash balances maintained by the Partnership.
8
<PAGE>
Property operating expenses increased from $50,500 in 1995 to $70,700 in 1996.
The increase in 1996 is attributable mainly to higher utilities and promotional
costs. The Partnership is currently offering financial incentives to
prospective residents in an effort to improve occupancy at the Lakeside and
Plantation properties.
Interest expense of $25,300 in 1996 represents interest incurred on the
$1,097,000 loan obtained by the Partnership in September 1995. No interest
expense was incurred by the Partnership in the first quarter of 1995.
General and administrative expense decreased slightly from $25,000 in 1995 to
$23,500 in 1996.
9
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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.
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 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, 1996
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 5 AS OF MARCH 31, 1996 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>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 536,100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,578,200
<DEPRECIATION> 775,600
<TOTAL-ASSETS> 5,646,900
<CURRENT-LIABILITIES> 0
<BONDS> 1,097,000
0
0
<COMMON> 0
<OTHER-SE> 4,477,000<F1>
<TOTAL-LIABILITY-AND-EQUITY> 5,646,900
<SALES> 0
<TOTAL-REVENUES> 140,000
<CGS> 0
<TOTAL-COSTS> 70,700
<OTHER-EXPENSES> 50,100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,300
<INCOME-PRETAX> (6,100)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,100)
<EPS-PRIMARY> (0.02)<F2>
<EPS-DILUTED> 0
<FN>
<F1> Limited and general partners equity.
<F2> Net loss per limited partnership unit.
</FN>
</TABLE>
