<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, 1997
-----------------------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to _________________
Commission file number 0-16642
-----------
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
------------------------------------------------------------------------
(Address of principal executive offices)
(760) 746-2411
------------------------------------------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes (x) No (_)
---- ----
1
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TABLE OF CONTENTS
PART I
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<TABLE>
<CAPTION>
Page
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<C> <S> <C>
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
</TABLE>
2
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
(unaudited)
<TABLE>
<CAPTION>
June 30, 1997
-------------
<S> <C>
ASSETS
- ------
Property held for investment:
Land $ 1,507,800
Buildings and improvements 2,056,900
Fixtures and equipment 34,300
-------------
3,599,000
Less accumulated depreciation (909,700)
-------------
2,689,300
Investments in joint ventures 2,332,100
Cash and cash equivalents 303,500
Deferred financing costs 47,300
Other assets 45,500
-------------
$ 5,417,700
=============
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage note payable $ 1,097,000
Accounts payable 2,700
Accrued expenses 34,800
Tenant deposits and other liabilities 32,600
-------------
1,167,100
-------------
Partners' equity:
Limited partners 4,227,700
General partners 22,900
-------------
4,250,600
-------------
$ 5,417,700
=============
</TABLE>
See accompanying notes to financial statements.
3
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------
1997 1996
----------- -----------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 116,600 $ 107,100
Equity in earnings of joint ventures 19,700 22,700
Interest 6,200 8,400
Other 3,400 3,100
----------- -----------
145,900 141,300
----------- -----------
COSTS AND EXPENSES
- ------------------
Property operating 67,500 66,900
Depreciation and amortization 27,100 26,600
Interest 26,300 25,400
General and administrative:
Related parties 14,000 11,800
Other 11,500 12,700
----------- -----------
146,400 143,400
----------- -----------
Net loss $ (500) $ (2,100)
=========== ===========
Net loss - general partners $ -- $ --
=========== ===========
Net loss - limited partners $ (500) $ (2,100)
=========== ===========
Net loss per limited partnership unit $ 0.00 $ (0.01)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1997 1996
----------- -----------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 231,500 $ 211,100
Equity in earnings of joint ventures 46,200 46,400
Interest 11,800 17,700
Other 7,600 6,100
----------- -----------
297,100 281,300
----------- -----------
COSTS AND EXPENSES
- ------------------
Property operating 130,600 137,600
Depreciation and amortization 54,000 53,200
Interest 52,000 50,700
General and administrative:
Related parties 27,500 24,300
Other 23,300 23,700
----------- -----------
287,400 289,500
----------- -----------
Net income (loss) $ 9,700 $ (8,200)
=========== ===========
Net income (loss) - general partners $ 100 $ (100)
=========== ===========
Net income (loss) - limited partners $ 9,600 $ (8,100)
=========== ===========
Net income (loss) per limited partnership unit $ 0.04 $ (0.03)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
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WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
-------------------------
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 9,700 $ (8,200)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 54,000 53,200
Equity in earnings of joint ventures (46,200) (46,400)
Joint ventures' cash distributions 46,200 46,400
Amortization of deferred financing costs 4,500 4,600
Loss on sale of property held for investment 5,300
Changes in operating assets and liabilities:
Other assets 600 (600)
Accounts payable (17,200) (5,400)
Accrued expenses 6,000 4,800
Tenant deposits and other liabilities (3,900) (1,200)
----------- -----------
Net cash provided by operating activities 59,000 47,200
----------- -----------
Cash flows from investing activities:
Investment in joint venture (197,500)
Joint ventures' cash distributions 25,900 13,300
Proceeds from sale of property held for investment 10,800
Increase in property held for investment (6,700) (2,300)
----------- -----------
Net cash (used in) provided by investing activities (167,500) 11,000
----------- -----------
Cash flows from financing activities:
Cash distributions (101,000) (101,000)
Repurchase of limited partnership units (10,800) (2,400)
----------- -----------
Net cash used in financing activities (111,800) (103,400)
----------- -----------
Net decrease in cash and cash equivalents (220,300) (45,200)
Cash and cash equivalents at beginning of period 523,800 617,800
----------- -----------
Cash and cash equivalents at end of period $ 303,500 $ 572,600
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (none capitalized) $ 47,200 $ 46,600
=========== ===========
</TABLE>
See accompanying notes to financial statements.
6
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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 June 30, 1997 and the related statements of operations for
the three and six months ended June 30, 1997 and 1996 and the statements of cash
flows for the six months ended June 30, 1997 and 1996 are unaudited. However, in
the opinion of the General Partners, they contain all adjustments, of a normal
recurring nature, necessary for a fair presentation of such financial
statements. Interim results are not necessarily indicative of results for a
full year.
The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Partnership's annual
financial statements and notes.
NOTE 2. INVESTMENTS IN JOINT VENTURES
-----------------------------
In February 1997, the Partnership purchased a 9% interest in the Apache East
Estates and Denali Park Estates manufactured home communities located in
Phoenix, Arizona. The remaining interests in the communities were purchased by
affiliated entities. The Partnership's cost of its equity interest in the
communities was $197,500. In connection with the purchase, the joint venture
obtained a $3,040,000 loan, collateralized by the communities. The
Partnership's share of this loan is $273,600. The loan initially bears interest
at 8.375%. In March 2000 and March 2003, the interest rate adjusts to the yield
on the 3-year Treasury Note plus 2.2% and the loan is due in March 2006.
The Partnership's investments in joint ventures consist of interests in five
manufactured home communities at June 30, 1997. The combined condensed results
of operations of the joint venture properties (including Apache East Estates and
Denali Park Estates since their purchase) for the six months ended June 30, 1997
and 1996 follows:
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Property revenues $ 1,443,600 $ 1,147,500
------------- -------------
Expenses:
Property operating 659,600 493,600
Interest 408,100 314,900
Depreciation 258,600 187,000
------------- -------------
1,326,300 995,500
------------- -------------
Net income $ 117,300 $ 152,000
============= =============
</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, 1997 was 239,846 and 240,192, respectively;
and 241,525 and 241,694 for the three and six months ended June 30, 1996,
respectively.
7
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NOTE 4. RELATED PARTY TRANSACTIONS
--------------------------
The General Partners of the Partnership are The Windsor Corporation, a
California corporation, and John A. Coseo, Jr. (Mr. Coseo is also the
president, chief executive officer and the principal stockholder of The Windsor
Corporation).
The General Partners are entitled to receive from the Partnership various fees
and compensation which are summarized as follows:
Operational Stage
- -----------------
The net profits, losses and cash distributions of the Partnership during the
operational stage are allocated 99% to the Limited Partners and 1% to the
General Partners.
The Partnership reimburses The Windsor Corporation for certain direct expenses,
and employee, executive and administrative time incurred on the Partnership's
behalf. The Partnership was charged $16,300 and $13,900 for such costs during
the three months ended June 30, 1997 and 1996, respectively; and $31,900 and
$28,100 during the six months ended June 30, 1997 and 1996, 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, the 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 and six months
ended June 30, 1997 and 1996.
The General Partners receive 1% of 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.
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 $1,000 during both the six
months ended June 30, 1997 and 1996. The General Partners received no cash
distributions during the three months ended June 30, 1997 and 1996.
8
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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, 1997 and 1996 follows:
<TABLE>
<CAPTION>
1997 1996
---------------------- ---------------------
Per Per
Amount Unit Amount Unit
----------- ---- ---------- ----
<S> <C> <C> <C> <C>
Net income
- limited partners $ 9,600 $ 0.04 $ $
Return of capital 90,400 0.38 100,000 0.41
---------- ------- ---------- -------
$ 100,000 $ 0.42 $ 100,000 $ 0.41
========== ======= ========== =======
</TABLE>
9
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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
- ------------------------------
June 30, 1997 as compared to December 31, 1996
- ----------------------------------------------
The Partnership's primary sources of cash during the six months ended June 30,
1997 were from the operations of its investment properties and cash
distributions from joint ventures. The primary uses of cash during the same
period were for an investment in a joint venture and cash distributions to
partners.
In February 1997, the Partnership purchased a 9% interest in the Apache East
Estates and Denali Park Estates manufactured home communities located in
Phoenix, Arizona. The Partnership's cost of its equity interest in the
communities was $197,500. 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 $273,600. The loan initially bears interest
at 8.375%. In March 2000 and March 2003, the interest rate adjusts to the yield
on the 3-year Treasury Note plus 2.2% and the loan is due in March 2006.
No further investment property acquisitions are planned by the General Partners.
At June 30, 1997, the Partnership's total mortgage debt, including its
proportionate share of joint venture debt, was $3,399,300, consisting entirely
of variable rate debt. The average rate of interest on the variable rate debt
was 8.9% at June 30, 1997.
The future sources of cash for the Partnership will be provided from property
operations, cash reserves, and ultimately from the sale of property. The future
uses of cash will be for Partnership administration, capital expenditures,
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
- ---------------------
Six months ended June 30, 1997 as compared to six months ended June 30, 1996
- ----------------------------------------------------------------------------
The results of operations for the six months ended June 30, 1997 and 1996 are
not directly comparable due to the purchase of interests in the Apache East
Estates and Denali Park Estates manufactured home communities in February 1997.
The Partnership realized net income of $9,700 ($0.04 per limited partnership
unit) for the six months ended June 30, 1997 and incurred a net loss of $8,200
($0.03 per limited partnership unit) for the six months ended June 30, 1996.
Rent and utilities revenues increased from $211,100 in 1996 to $231,500 in 1997.
The overall occupancy of the Partnership's two wholly-owned properties increased
from 80% at June 30, 1996 to 86% at June 30, 1997. In addition, rent increases
of $6 and $5 per month were implemented at the Lakeside and Plantation
communities, respectively, effective April 1997.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of five manufactured home communities in 1997 and three manufactured
home communities in 1996, (as mentioned previously, two joint venture interests
were acquired in February 1997). Equity in earnings
10
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of joint ventures decreased from $46,400 in 1996 to $46,200 in 1997. As
projected, the Apache East Estates and Denali Park Estates communities have
incurred book losses since their acquisition, resulting in lower equity in
earnings of joint ventures in 1997. However, after adding back noncash
depreciation expense, these properties are generating cash flow to the
Partnership as expected. The overall occupancy of the Partnership's five joint
venture properties was 92% at June 30, 1997, compared to 97% for three joint
venture properties at June 30, 1996. Recent rent increases implemented include
$8 per month at Town and Country effective May 1996; and $9 and $12 per month at
Winter Haven and Rancho Margate, respectively, effective January 1997.
Interest income decreased from $17,700 in 1996 to $11,800 in 1997 due mainly to
lower cash balances maintained by the Partnership.
Property operating expenses decreased from $137,600 in 1996 to $130,600 in 1997.
The decrease is attributable mainly to lower promotional expenses.
Interest expense increased from $50,700 in 1996 to $52,000 in 1997, due to
slightly higher interest rates.
General and administrative expense increased from $48,000 in 1996 to $50,800 in
1997, due mainly to increased employee time charges from the General Partners
resulting from the addition of new investment properties to the portfolio.
Three months ended June 30, 1997 as compared to three months ended June 30, 1996
- --------------------------------------------------------------------------------
The results of operations for the three months ended June 30, 1997 and 1996 are
not directly comparable due to the purchase of interests in the Apache East
Estates and Denali Park Estates manufactured home communities in February 1997,
as discussed previously. The Partnership incurred net losses of $500 and $2,100
for the three months ended June 30, 1997 and 1996, respectively. The net loss
per common share was $0.00 in 1997 compared to $0.01 in 1996.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of five manufactured home communities in 1997 and three manufactured
home communities in 1996, (as mentioned previously, two joint venture interests
were acquired in February 1997). Equity in earnings of joint ventures decreased
from $22,700 in 1996 to $19,700 in 1997, for the reasons discussed previously.
Interest income decreased from $8,400 in 1996 to $6,200 in 1997 due mainly to
lower cash balances maintained by the Partnership.
Property operating expenses increased slightly from $66,900 in 1996 to $67,500
in 1997.
Interest expense increased from $25,400 in 1996 to $26,300 in 1997, due to
slightly higher interest rates.
General and administrative expense increased from $24,500 in 1996 to $25,500 in
1997, due mainly to increased employee time charges from the General Partners
resulting from the addition of new investment properties to the portfolio.
11
<PAGE>
PART II
-------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
A Form 8-K/A (dated April 28, 1997) was filed with regards to the
Partnership's acquisition of interests in the Apache East Estates and
Denali Park Estates manufactured home communities located in Phoenix,
Arizona.
The items reported in this current report were Item 2 (acquisition or
disposition of assets) and Item 7 (financial statements, proforma
financial information and exhibits).
A summary of the financial information included in the report follows:
a) Financial Statements and Proforma Financial Information of Apache
East Estates and Denali Park Estates Manufactured Home
Communities.
b) Proforma Financial Information of Windsor Park Properties 5.
12
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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: August 11, 1997
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 5 AS OF JUNE 30, 1997 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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 303,500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,599,000
<DEPRECIATION> 909,700
<TOTAL-ASSETS> 5,417,700
<CURRENT-LIABILITIES> 0
<BONDS> 1,097,000
0
0
<COMMON> 0
<OTHER-SE> 4,250,600<F1>
<TOTAL-LIABILITY-AND-EQUITY> 5,417,700
<SALES> 0
<TOTAL-REVENUES> 297,100
<CGS> 0
<TOTAL-COSTS> 130,600
<OTHER-EXPENSES> 104,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,000
<INCOME-PRETAX> 9,700
<INCOME-TAX> 0
<INCOME-CONTINUING> 9,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,700
<EPS-PRIMARY> 0.04<F2>
<EPS-DILUTED> 0
<FN>
<F1>Limited and general partners equity.
<F2>Net income per limited partnership unit.
</FN>
</TABLE>
