<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, 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 (IRS Employer Identification No.)
of incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(619) 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 (_)
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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 9
PART II
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Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE
2
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<TABLE>
<CAPTION>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
(unaudited)
March 31, 1997
-----------------
ASSETS
- ------
Property held for investment:
<S> <C>
Land $ 1,507,800
Buildings and improvements 2,053,500
Fixtures and equipment 34,300
-----------------
3,595,600
Less accumulated depreciation (882,600)
-----------------
2,713,000
Investments in joint ventures 2,330,700
Cash and cash equivalents 280,000
Deferred financing costs 49,600
Other assets 50,100
-----------------
$ 5,423,400
=================
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage note payable $ 1,097,000
Accounts payable 4,000
Accrued expenses 30,700
Tenant deposits and other liabilities 33,900
-----------------
1,165,600
-----------------
Partners' equity:
Limited partners 4,234,900
General partners 22,900
-----------------
4,257,800
-----------------
$ 5,423,400
=================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
Three Months Ended March 31,
--------------------------
1997 1996
----------- -----------
REVENUES
- --------
<S> <C> <C>
Rent and utilities $ 114,900 $ 104,000
Equity in earnings of joint ventures 26,500 23,700
Interest 5,600 9,300
Other 4,200 3,000
----------- -----------
151,200 140,000
----------- -----------
COSTS AND EXPENSES
- ------------------
Property operating 63,100 70,700
Depreciation and amortization 26,900 26,600
Interest 25,700 25,300
General and administrative:
Related parties 13,500 12,500
Other 11,800 11,000
----------- -----------
141,000 146,100
----------- -----------
Net income (loss) $ 10,200 $ (6,100)
=========== ===========
Net income (loss) - general partners $ 100 $ (100)
=========== ===========
Net income (loss) - limited partners $ 10,100 $ (6,000)
=========== ===========
Net income (loss) per limited partnership unit $ 0.04 $ (0.02)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
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<TABLE>
<CAPTION>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
Three Months Ended March 31,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 10,200 $ (6,100)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 26,900 26,600
Equity in earnings of joint ventures (26,500) (23,700)
Joint ventures' cash distributions 26,500 23,700
Amortization of deferred financing costs 2,200 2,300
Gain on sale of property held for investment (1,300)
Changes in operating assets and liabilities:
Other assets 3,100 (200)
Accounts payable (15,900) (5,500)
Accrued expenses 1,900 2,200
Tenant deposits and other liabilities (2,600) (500)
------------ ------------
Net cash provided by operating activities 24,500 18,800
------------ ------------
Cash flows from investing activities:
Investment in joint venture (197,500)
Joint ventures' cash distributions 27,300 4,100
Proceeds from sale of property held for investment 10,800
Increase in property held for investment (3,800) (2,300)
------------ ------------
Net cash (used in) provided by investing activities (163,200) 1,800
------------ ------------
Cash flows from financing activities:
Cash distributions (101,000) (101,000)
Repurchase of limited partnership units (4,100) (1,300)
------------ ------------
Net cash used in financing activities (105,100) (102,300)
------------ ------------
Net decrease in cash and cash equivalents (243,800) (81,700)
Cash and cash equivalents at beginning of period 523,800 617,800
------------ ------------
Cash and cash equivalents at end of period $ 280,000 $ 536,100
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (none capitalized) $ 23,400 $ 23,600
============ ============
</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, 1997 and the related statements of operations and
of cash flows for the three months ended March 31, 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 March 31, 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 three months ended March 31,
1997 and 1996 follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Property revenues $699,000 $572,200
---------- -----------
Expenses:
Property operating 310,600 244,000
Interest 184,300 157,800
Depreciation 112,600 92,900
---------- -----------
607,500 494,700
---------- -----------
Net income $ 91,500 $ 77,500
========== ===========
</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, 1997 and 1996 was 240,545 and 241,768,
respectively.
6
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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, which are incurred on the
Partnership's behalf. The Partnership was charged $15,600 and $14,200 for such
costs during the three months ended March 31, 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 months ended
March 31, 1997 and 1996.
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 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.
During both the three months ended March 31, 1997 and 1996 the General Partners
received cash distributions of $1,000.
7
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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 three months ended March 31, 1997 and 1996 follows:
<TABLE>
<CAPTION>
1997 1996
---------------------------------------------------
Per Per
Amount Unit Amount Unit
---------- ---- --------- ----
<S> <C> <C> <C> <C>
Net income
- Limited Partners $ 10,100 $0.04 $ $
Return of capital 89,900 0.38 100,000 0.41
---------- ------- -------- --------
$100,000 $0.42 $100,000 $0.41
========== ======= ======== ========
</TABLE>
8
<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
- ------------------------------
March 31, 1997 as compared to December 31, 1996
- -----------------------------------------------
The Partnership's primary sources of cash during the three months ended March
31, 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 remaining interests in the communities were purchased by
affiliated entities. The Partnership's cost of its equity interest in the
properties 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 March 31, 1997, the Partnership's total mortgage debt, including its
proportionate share of joint venture debt, was $3,402,500, consisting entirely
of variable rate debt. The average rate of interest on the variable rate debt
was 8.7% at March 31, 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
- ---------------------
Three months ended March 31, 1997 as compared to three months ended March 31,
- -----------------------------------------------------------------------------
1996
- ----
The results of operations for the three months ended March 31, 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 $10,200 ($0.04 per limited partnership
unit) for the three months ended March 31, 1997 and incurred a net loss of
$6,100 ($0.02 per limited partnership unit) for the three months ended March 31,
1996.
Rents and utilities revenues increased from $104,000 in 1996 to $114,900 in
1997. The overall occupancy of the Partnership's two wholly-owned properties
increased from 74% at March 31, 1996 to 86% at March 31, 1997, primarily due to
successful promotional efforts at the Plantation Estates community. Also, rent
increases of $6 and $5 per month were implemented at the Lakeside and Plantation
communities, respectively, effective April 1996.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of three manufactured home communities in 1996 and five manufactured
home communities in 1997, (as
9
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mentioned previously, two joint ventures interests were acquired in February
1997). Equity in earnings of joint ventures increased from $23,700 in 1996 to
$26,500 in 1997 due mainly to the purchase of two additional joint venture
interests. The overall occupancy of the Partnership's five joint venture
properties was 94% at March 31, 1997, compared to 98% for three joint venture
properties at March 31, 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 $9,300 in 1996 to $5,600 in 1997 due mainly to
lower cash balances maintained by the Partnership.
Property operating expenses decreased from $70,700 in 1996 to $63,100 in 1997.
The decrease in 1997 is attributable mainly to lower promotional costs.
Interest expense increased slightly from $25,300 in 1996 to $25,700 in 1997.
General and administrative expenses increased from $23,500 in 1996 to $25,300 in
1997 due mainly to increased employee time charges from the General Partners.
10
<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
1) A Form 8-K (dated March 5, 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 item reported in this current report was Item 2 (acquisition
or disposition of assets).
2) 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.
11
<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 12, 1997
12
<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, 1997 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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 280,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,595,600
<DEPRECIATION> 882,600
<TOTAL-ASSETS> 5,423,400
<CURRENT-LIABILITIES> 0
<BONDS> 1,097,000
0
0
<COMMON> 0
<OTHER-SE> 4,257,800<F1>
<TOTAL-LIABILITY-AND-EQUITY> 5,423,400
<SALES> 0
<TOTAL-REVENUES> 151,200
<CGS> 0
<TOTAL-COSTS> 63,100
<OTHER-EXPENSES> 52,200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,700
<INCOME-PRETAX> 10,200
<INCOME-TAX> 0
<INCOME-CONTINUING> 10,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,200
<EPS-PRIMARY> 0.04<F2>
<EPS-DILUTED> 0
<FN>
<F1> Limited and general partners equity.
<F2> Net income per limited partnership unit.
</FN>
</TABLE>
