<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee Required]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
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 in its charter)
California 33-0243223
- -------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (619) 746-2411
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Units of Limited
Partnership
Interest
----------------
(Title of Class)
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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $568,000
DOCUMENTS INCORPORATED BY REFERENCE: None
1
<PAGE>
TABLE OF CONTENTS
PART I
------
Page
----
Item 1. Description of Business 3
Item 2. Description of Properties 5
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
-------
Item 5. Market for the Partnership's Units and Related Security
Holder Matters 7
Item 6. Management's Discussion and Analysis 8
Item 7. Financial Statements 10
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 23
PART III
--------
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of The
Exchange Act 23
Item 10. Executive Compensation 24
Item 11. Security Ownership of Certain Beneficial Owners and
Management 24
Item 12. Certain Relationships and Related Transactions 24
Item 13. Exhibits and Reports on Form 8-K 25
SIGNATURES 26
2
<PAGE>
PART I
Item 1. DESCRIPTION OF BUSINESS
-----------------------
Business Development
- --------------------
Windsor Park Properties 5, a California Limited Partnership (the Partnership),
was formed in June 1987 pursuant to the provisions of the California Uniform
Limited Partnership Act. The General Partners of the Partnership are The
Windsor Corporation, a California corporation, and John A. Coseo, Jr., chief
executive officer, president and principal stockholder of The Windsor
Corporation. The Partnership term is set to expire in December 2001; however,
the Partnership may either be dissolved earlier or extended under certain
circumstances. The Partnership may be extended at the recommendation of the
General Partners with approval of a majority of the Limited Partners.
The Partnership was organized to acquire and hold existing manufactured home
communities for investment. Its principal investment objectives are to provide
to the Limited Partners: (i) distributions of cash from operations, (ii)
preservation, protection and eventual return of the limited partners'
investment, and (iii) realization of appreciation in the value of the properties
acquired.
The Partnership was funded through a public offering of 300,000 limited
partnership units (Units). A total of 243,729 Units were sold for gross
proceeds aggregating $24,372,900. In addition, the General Partners purchased
1,000 Units with a $100,000 note. The offering commenced in September 1987 and
terminated in September 1988. The net proceeds from the offering were originally
expended for the acquisition of undivided interests in nine fully-developed
manufactured home communities located in Arizona, Florida, Louisiana, Georgia,
Michigan, and Washington. The Partnership paid all cash for these properties.
In August 1993, the Partnership sold its interests in six manufactured home
communities for net proceeds of $16,508,100.
In July 1994, through a proxy vote of the limited partners, an amendment to the
Agreement of Limited Partnership was approved permitting the financing of
currently owned manufactured home communities and the reinvestment of financing
proceeds into newly acquired manufactured home communities to be purchased with
permanent mortgage financing. Overall Partnership mortgage financing will not
exceed 55% of the value of existing and newly acquired properties.
In 1995, the Partnership obtained two loans collateralized by interests in
currently owned manufactured home communities. The proceeds from these loans
were used as partial consideration to purchase interests in four additional
manufactured home communities. The remaining consideration was obtained from
permanent mortgage financing.
In September 1995, the Partnership and an affiliated limited partnership jointly
obtained a $1,550,000 loan, collateralized by the Town and Country Estates
community, a jointly owned property. The Partnership's share of this loan is
$651,000. In September 1995, the Partnership also obtained a $1,097,000 loan,
collateralized by the Lakeside and Plantation Estates communities.
In September 1995, the Partnership purchased a 26% interest in the Rancho
Margate manufactured home community located in Margate, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $754,400. In
connection with the purchase, the joint venture assumed a mortgage note of the
seller, with an initial balance of $3,737,100. The note is collateralized by
the community. The Partnership's share of the initial note assumed was
$971,600.
3
<PAGE>
In October 1995, the Partnership purchased a 26% interest in the Winter Haven
manufactured home community located in Winter Haven, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $494,000. In
connection with the purchase, the joint venture assumed a mortgage note of the
seller, with an initial balance of $3,737,100. The note is collateralized by
the community. The Partnership's share of the initial note assumed was
$426,800.
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 $207,000. 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 Partnership owns interests in the following manufactured home communities at
February 28, 1997:
<TABLE>
<CAPTION>
Date
Name of Property Ownership % Acquired Location
- ---------------- ----------- -------- --------
<S> <C> <C> <C>
Lakeside 100% July 1988 Lithia Springs, Georgia
Plantation Estates 100% December 1988 Douglasville, Georgia
Town and Country Estates 42% January 1989 Tucson, Arizona
Rancho Margate 26% September 1995 Margate, Florida
Winter Haven 26% October 1995 Winter Haven, Florida
Apache East 9% February 1997 Phoenix, Arizona
Denali Park 9% February 1997 Phoenix, Arizona
</TABLE>
No further property financings or investment property acquisitions are planned
by the General Partners.
The overall occupancy of the five communities owned by the Partnership at
December 31, 1996 was approximately 95%. The General Partners continue to
maintain the properties in good condition and promote them to improve occupancy.
There are no current plans to dispose of any of these properties.
Business of Issuer
- ------------------
The Partnership is currently in the business of managing, holding for
investment, and eventually selling the existing manufactured home communities.
Competitors of the Partnership include other public and private limited
partnerships, individuals, corporations, and other entities engaged in real
estate investment activities. Competition for such properties varies with
changes in the supply or demand for similar or competing properties in a given
area, changes in interest rates and the availability of mortgage funds, and
changes in tax, real estate, environmental, and zoning laws.
Partnership profitability depends in part on maximizing occupancy and rental
rates in its manufactured home communities. Rents and occupancy rates are
affected by both changes in general economic conditions and changes in local
conditions such as levels of employment, supply of other comparable units or
competitive housing alternatives, zoning laws, and the availability and cost of
energy and transportation.
All of the Partnership's properties are located in or near large urban areas.
Accordingly, they compete for rentals not only with other manufactured home
communities but with apartments and any other form of low cost housing that
might exist.
The Partnership's profitability also depends on the minimization of both
property and partnership
4
<PAGE>
administration expenses. Expenses are affected by changes in general economic
trends and changes in local conditions such as prevailing wages, utility rates,
insurance costs, and real estate taxation pracitces.
The Partnership has no employees. Partnership administrative services are
provided by The Windsor Corporation, which is reimbursed for costs incurred on
behalf of the Partnership. An independent property management company employs
all of the properties' on-site personnel and is reimbursed by the Partnership
for all such costs.
Item 2. DESCRIPTION OF PROPERTIES
-------------------------
The Partnership owns interests in seven properties at February 28, 1997. The
Partnership operates the properties as manufactured home communities, renting
space to manufactured home tenants on a month-to-month basis. The properties
compete for rentals with other manufactured home communities and apartments in
their local markets. All properties are encumbered. It is the General
Partners' opinion that the properties are in good condition and are adequately
insured.
<TABLE>
<CAPTION>
Rancho Lakeside
Margate -------- Winter Haven
------- Lithia ------------
Margate, Springs, Winter Haven,
Location Florida Georgia Florida
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Ownership 26% 100% 26%
Date Acquired 9/95 7/88 10/95
Acreage 29 31 30
Number of Spaces 245 103 238
Monthly Rents (1) $351 $193 $211
Occupancy Level:
December 31, 1996 98% 93% 98%
Real estate taxes $144,900 $14,100 $35,600
Federal tax basis (3) $1,675,500 $1,233,100 $872,000
Mortgage Information:
Balance payable $3,698,100 $1,097,000 $1,625,500
Interest rate 9.04% 8.47% 9.04%
Amortization period 30 years -- 30 years
Maturity date 7/23 9/02 6/23
Balance due at maturity $0 $1,097,000 $0
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Town and
Plantation Country
Estates Estates Apache East
------- ------- -----------
Douglasville, Tucson, Phoenix,
Location Georgia Arizona Arizona
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Ownership 100% 42% 9%
Date Acquired 12/88 1/89 2/97
Acreage 23 38 16
Number of Spaces 138 320 123
Monthly Rents (1) $187 $202 $220
Occupancy Level:
December 31, 1996 84% 97% 77%
Real estate taxes $14,400 $32,600 $16,300
Federal tax basis (3) $1,288,400 $1,511,400 $200,300
Mortgage Information:
Balance payable (2) $1,550,000 $3,040,000
Interest rate (2) 8.47% 8.38%
Amortization period (2) -- 24 years
Maturity date (2) 9/02 3/06
Balance due at maturity (2) $1,550,000 $2,583,200
</TABLE>
<TABLE>
<CAPTION>
Denali
Park
----
Phoenix,
Location Arizona
- -------------------------------------------------------------------------------
<S> <C>
Percentage of Ownership 9%
Date Acquired 2/97
Acreage 33
Number of Spaces 162
Monthly Rents (1) $202
Occupancy Level:
December 31, 1996 68%
Real estate taxes $23,200
Federal tax basis (3) $263,300
Mortgage Information:
Balance payable (4)
Interest rate (4)
Amortization period (4)
Maturity date (4)
Balance due at maturity (4)
</TABLE>
(1) Average rental rates in effect on December 31, 1996.
(2) Same mortgage note payable as Lakeside.
(3) For income tax purposes, the properties and their components are
depreciated using both straight-line and accelerated methods over
useful lives ranging from 5 to 40 years.
(4) Same mortgage note payable as Apache East.
6
<PAGE>
Item 3. LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Partnership is a party or of which any
of its properties is the subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
There were no matters submitted to security holders for a vote during the fourth
quarter of the fiscal year covered by this report.
PART II
-------
Item 5. MARKET FOR THE PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS
----------------------------------------------------------------------
A public market for the Partnership's units does not exist and is not likely to
develop. As of December 31, 1996, there were approximately 3,140 persons
holding an aggregate of 240,634 units.
Cash distributions paid to limited partners since December 31, 1994 are as
follows:
<TABLE>
<CAPTION>
Per $1,000
Originally
Date Paid Amount(1) Invested(2)
- --------- --------- -----------
<S> <C> <C>
February 1997 $100,000 $4.09
August 1996 $100,000 $4.09
February 1996 $100,000 $4.09
August 1995 $ 50,000 $2.04
May 1995 $ 50,000 $2.04
February 1995 $ 50,000 $2.04
</TABLE>
(1) Amounts exclude General Partner participation.
(2) Computed based on $24,472,900 original investment.
Cash distributions paid to the General Partners since December 31, 1994 were
$3,500. The General Partners expect that the Partnership will make cash
distributions on a semi-annual basis in the future.
7
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
a) Liquidity and Capital Resources
-------------------------------
The Partnership's primary sources of cash during the years ended December 31,
1996 and 1995 were from the operations of its investment properties, cash
distributions from joint ventures and proceeds from a mortgage note payable.
The primary uses of cash during the same period were for investments in joint
ventures and cash distributions to partners.
During 1995, the Partnership obtained two loans collateralized by interests in
currently owned manufactured home communities. The proceeds from these loans
were used as partial consideration to purchase interests in four additional
manufactured home communities. The remaining consideration was obtained from
permanent mortgage financing.
In September 1995, the Partnership and an affiliated limited partnership jointly
obtained a $1,550,000 loan, collateralized by the Town and Country Estates
community, a jointly owned property. The Partnership's share of this loan is
$651,000. The Partnership and the affiliated limited partnership are both
contingently liable for the full amount of the loan. In September 1995, the
Partnership also obtained a $1,097,000 loan, collateralized by the Plantation
Estates and Lakeside communities. Both of these loans are payable in monthly
interest only installments bearing interest at 90 day LIBOR plus 2.95% (8.47% at
December 31, 1996) and are due in 2002.
In September 1995, the Partnership purchased a 26% interest in the Rancho
Margate manufactured home community located in Margate, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $754,400. In
connection with the purchase, the joint venture assumed a mortgage note of the
seller. The note, which is collateralized by the property, is payable in
monthly installments, including interest at 50% of six month LIBOR plus 6.26%
(9.04% at December 31, 1996) until June 2003. Thereafter, the interest rate
increases to 50% of six month LIBOR plus 7.26%, until the note matures in July
2023. At December 31, 1996, the outstanding balance on this note is $3,698,100
(the Partnership's share is $961,500).
In October 1995, the Partnership purchased a 26% interest in the Winter Haven
manufactured home community located in Winter Haven, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $494,000. In
connection with the purchase, the joint venture assumed a mortgage note of the
seller. The note, which is collateralized by the property, is payable in
monthly installments, including interest at 50% of six month LIBOR plus 6.26%
(9.04% at December 31, 1996) until May 2003. At December 31, 1996, the
outstanding balance on this note is $1,625,500 (the Partnership's share is
$422,600).
At December 31, 1996, the Partnership's total mortgage debt, including its
proportionate share of joint venture debt, was $3,132,100, consisting entirely
of variable rate debt. The average rate of interest on this debt was 8.72% at
December 31, 1996.
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 $207,000. 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%. The loan is due in March 2006.
8
<PAGE>
The Partnership owns interests in the following manufactured home communities at
February 28, 1997:
<TABLE>
<CAPTION>
Date
Name of Property Ownership % Acquired Location
- ---------------- ----------- -------- --------
<S> <C> <C> <C>
Lakeside 100% July 1988 Lithia Springs, Georgia
Plantation Estates 100% December 1988 Douglasville, Georgia
Town and Country Estates 42% January 1989 Tucson, Arizona
Rancho Margate 26% September 1995 Margate, Florida
Winter Haven 26% October 1995 Winter Haven, Florida
Apache East 9% February 1997 Phoenix, Arizona
Denali Park 9% February 1997 Phoenix, Arizona
</TABLE>
No further property financings or investment property acquisitions are planned
by the General Partners.
As discussed in Note 11 to the financial statements, pursuant to the Partnership
Agreement, net profits from the sale of Partnership properties should be
allocated first to each partner with a negative capital account balance in an
amount equal to the amount of the negative capital account of each partner.
Subsequent to the issuance of the 1995 financial statements, the general
partners determined that the financial statements did not properly reflect the
income allocation provisions of the Partnership Agreement. Accordingly,
partners' equity as December 31, 1994, has been restated from the amounts
previously reported to properly allocate net profits from the sale of
Partnership properties among the partners in accordance with the provisions of
the Partnership Agreement.
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, cash
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.
b) Results of Operations
---------------------
The results of operations for the years ended December 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 $23,600 ($0.10 per limited
partnership unit) for the year ended December 31, 1996 and realized net income
of $81,800 ($0.33 per limited partnership unit) for the year ended December 31,
1995.
Rent and utilities revenues increased from $420,400 in 1995 to $436,300 in 1996.
The overall occupancy of the Partnership's two wholly-owned properties increased
from 73% at December 31, 1995 to 88% at December 31, 1996 due to an aggressive
marketing campaign. In addition, $5 per month rent increases were implemented
at both the Lakeside and Plantation communities effective April 1995.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of the Town and Country Estates manufactured home community, and
since their purchase in 1995, the Rancho Margate and Winter Haven manufactured
home communities. Equity in earnings of joint ventures increased from $67,200
in 1995 to $83,100 in 1996, due mainly to the purchases of Rancho Margate and
Winter Haven, as discussed previously. The overall occupancy of the
Partnership's three joint venture properties was 98% at both December 31, 1996
and 1995. Recent rent increases
9
<PAGE>
implemented include $8 and $12 per month at Town and Country effective May 1996
and May 1995, respectively; and $10 and $13 per month at Winter Haven and Rancho
Margate, respectively, effective January 1996.
Interest income increased from $27,700 in 1995 to $34,400 in 1996 due mainly to
higher average cash balances maintained by the Partnership.
Property operating costs increased from $228,300 in 1995 to $292,800 in 1996.
The increase is attributable mainly to higher utilities and promotional costs.
The Partnership has been offering financial incentives to prospective residents
in a successful effort to improve occupancy at both the Lakeside and Plantation
communities.
Interest expense increased from $32,100 in 1995 to $102,100 in 1996 due to the
$1,097,000 mortgage note payable obtained by the Partnership in September 1995,
as discussed previously.
General and administrative expense remained essentially level at $89,900 in 1996
compared to $89,800 in 1995.
Item 7. FINANCIAL STATEMENTS
--------------------
The following financial statements are filed as a part of this report:
Page
----
Independent Auditors' Report 11
Balance Sheet at December 31, 1996 12
Statements of Operations for the years ended
December 31, 1996 and 1995 13
Statements of Partners' Equity for the years ended
December 31, 1996 and 1995 14
Statements of Cash Flows for the years ended
December 31, 1996 and 1995 15
Notes to Financial Statements 16
10
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
Windsor Park Properties 5
(A California Limited Partnership)
Escondido, California
We have audited the accompanying balance sheet of Windsor Park Properties 5 (the
Partnership) as of December 31, 1996 and the related statements of operations,
partners' equity and cash flows for each of the two years in the period ended
December 31, 1996. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Windsor Park Properties 5 as of December
31, 1996 and the results of its operations and its cash flows for each of the
two years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
As discussed in Note 11, partners' equity at December 31, 1994 has been
restated.
Deloitte & Touche LLP
Costa Mesa, California
February 28, 1997
11
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
<TABLE>
<CAPTION>
December 31, 1996
-----------------
ASSETS
- ------
<S> <C>
Property held for investment, net $2,745,600
Investments in joint ventures 2,160,500
Cash and cash equivalents 523,800
Deferred financing costs 51,800
Other assets 53,200
----------
$5,534,900
==========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage note payable $1,097,000
Accounts payable 19,900
Accrued expenses 28,800
Tenant deposits and other liabilities 36,500
----------
1,182,200
----------
Partners' equity:
Limited partners 4,428,900
Less units subscription note receivable (100,000)
----------
Net limited partners 4,328,900
General partners 23,800
----------
4,352,700
----------
$5,534,900
==========
</TABLE>
See accompanying notes to financial statements.
12
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------
1996 1995
---- ----
REVENUES
- --------
<S> <C> <C>
Rent and utilities $436,300 $420,400
Equity in earnings of joint ventures 83,100 67,200
Interest 34,400 27,700
Other 14,200 20,900
-------- --------
568,000 536,200
-------- --------
COSTS AND EXPENSES
- ------------------
Property operating 292,800 228,300
Depreciation and amortization 106,800 104,200
Interest 102,100 32,100
General and administrative:
Related parties 50,800 50,500
Other 39,100 39,300
-------- --------
591,600 454,400
-------- --------
Net (loss) income $(23,600) $ 81,800
======== ========
Net (loss) income - general partners $ (200) $ 800
======== ========
Net (loss) income - limited partners $(23,400) $ 81,000
======== ========
Net (loss) income per limited partnership unit $ (0.10) $ 0.33
======== ========
</TABLE>
See accompanying notes to financial statements.
13
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
----------------------------------------------
<TABLE>
<CAPTION>
Units
Subscription
General Limited Note
Partners Partners Receivable Total
-------- -------- ------------ ----------
<S> <C> <C> <C> <C>
Balance at
December 31, 1994
- as previously reported $(170,700) $4,940,800 $(100,000) $4,670,100
Reallocation of
partners' equity
(Note 11) 197,400 (197,400)
--------- ---------- --------- ----------
Balance at
December 31, 1994
- as restated 26,700 4,743,400 (100,000) 4,670,100
Cash distributions (1,500) (150,000) (151,500)
Net income 800 81,000 81,800
Repurchase of limited
partnership units (15,000) (15,000)
--------- ---------- --------- ----------
Balance at
December 31, 1995 26,000 4,659,400 (100,000) 4,585,400
Cash distributions (2,000) (200,000) (202,000)
Net loss (200) (23,400) (23,600)
Repurchase of limited
partnership units (7,100) (7,100)
--------- ---------- --------- ----------
Balance at
December 31, 1996 $ 23,800 $4,428,900 $(100,000) $4,352,700
========= ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
14
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (23,600) $ 81,800
Adjustments to reconcile net (loss) income
to net cash provided by operating
activities:
Depreciation and amortization 106,800 104,200
Equity in earnings of joint ventures (83,100) (67,200)
Joint ventures' cash distributions 83,100 67,200
Amortization of deferred financing costs 9,100
Loss on sale of property held for investment 6,800
Changes in operating assets and liabilities:
Other assets 13,000 4,000
Accounts payable 10,400 2,900
Accrued expenses (3,400) 17,600
Tenant deposits and other liabilities 1,500 (8,400)
--------- -----------
Net cash provided by operating activities 113,800 208,900
--------- -----------
Cash flows from investing activities:
Joint ventures' cash distributions 27,000 645,300
Increase in property held for investment (25,500) (26,500)
Investments in joint ventures (1,248,400)
Proceeds from sale of property held for investment 800
--------- -----------
Net cash provided by (used in) investing activities 1,500 (628,800)
--------- -----------
Cash flows from financing activities:
Cash distributions (202,000) (151,500)
Repurchase of limited partnership units (7,100) (15,000)
Payment of deferred financing costs (200) (63,300)
Proceeds from mortgage note payable 1,097,000
--------- -----------
Net cash (used in) provided by financing activities (209,300) 867,200
--------- -----------
Net (decrease) increase in cash and cash equivalents (94,000) 447,300
Cash and cash equivalents at beginning of year 617,800 170,500
--------- -----------
Cash and cash equivalents at end of year $ 523,800 $ 617,800
========= ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest (none capitalized) $ 93,500 $ 21,200
========= ===========
</TABLE>
See accompanying notes to financial statements.
15
<PAGE>
WINDSOR PARK PROPERTIES 5
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------
The Partnership
- ---------------
Windsor Park Properties 5, A California Limited Partnership (the Partnership),
was formed in June 1987 for the purpose of acquiring and holding existing
manufactured home communities for investment. The General Partners of the
Partnership are The Windsor Corporation, a California corporation, and John A.
Coseo, Jr., chief executive officer, president and principal stockholder of The
Windsor Corporation (TWC).
The Partnership was funded through a public offering of 244,729 limited
partnership units at $100 per unit which commenced in September 1987 and
terminated in September 1988. The Partnership term is set to expire in December
2001; however, the Partnership may either be dissolved earlier or extended under
certain circumstances. The Partnership may be extended at the recommendation of
the General Partners with approval of a majority of the Limited Partners.
The following is a summary of the Partnership's significant accounting policies:
Property Held For Investment
- ----------------------------
Property held for investment is recorded at the lower of cost or estimated net
realizable value after disposition costs and depreciated over various estimated
useful lives (buildings and improvements - 5 to 20 years; fixtures and
equipment - 3 to 5 years) using the straight-line method. When assets are sold
or otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts, and any gain or loss is included in net income.
Repairs and maintenance are charged to operations as incurred.
In 1996, the Partnership adopted Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of". Accordingly, property held for investment
is reviewed for impairment annually or whenever events or changes in
circumstances indicate that the carrying values of the properties may not be
reoverable. Impairment is measured as the difference between the carrying value
of the property and its fair value. The adoption of SFAS No. 121 did not have
an effect on the 1996 financial statements of the Partnership.
Investments in Joint Ventures
- -----------------------------
The investments in joint ventures are accounted for by the equity method as the
Partnership does not exercise control over the ventures.
Financing Costs
- ---------------
Financing costs are amortized to interest expense over the life of the note
using the level yield method.
Income Taxes
- ------------
Under provisions of the Internal Revenue Code and the California Revenue and
Taxation Code,
16
<PAGE>
partnerships are generally not subject to income taxes. The tax effect of any
income or loss accrues to the individual partners.
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 year
and the net (loss) income allocated to the Limited Partners. The weighted
average number of limited partnership units outstanding during the years ended
December 31, 1996 and 1995 was 241,330 and 243,464, respectively.
Statements of Cash Flows
- ------------------------
For purposes of the statements of cash flows, the Partnership considers all
highly-liquid instruments purchased with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 2. PARTNERSHIP AGREEMENT
---------------------
In accordance with the Partnership Agreement, the maximum liability of the
Limited Partners is the amount of their capital contributions. The number of
limited partnership units outstanding at December 31, 1996 and 1995 was 240,634
and 241,822, respectively, which represented capital contributions of
$24,063,400 and $24,182,200, respectively. During the years ended December
31, 1996 and 1995, the Partnership repurchased 1,188 units and 1,981 units,
respectively, for $7,100 and $15,000, respectively. The General Partners owned
1,039 units at both December 31, 1996 and 1995.
The General Partners are entitled to receive from the Partnership various fees
and compensation which are summarized as follows:
Operational Stage
- -----------------
The 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 TWC for certain direct expenses and employee,
executive and administrative time incurred on the Partnership's behalf. The
Partnership was charged $58,200 and $56,500 for such costs during the years
ended December 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, 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
17
<PAGE>
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 years
ended December 31, 1996 and 1995.
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 the years ended December 31, 1996 and 1995, the General Partners received
cash distributions of $2,000 and $1,500, respectively.
NOTE 3. PROPERTY HELD FOR INVESTMENT
----------------------------
Property held for investment consists of two manufactured home communities
summarized as follows:
<TABLE>
<CAPTION>
Name of Property Date Acquired Location
---------------- ------------- --------
<S> <C> <C>
Lakeside July 15, 1988 Lithia Springs, Georgia
Plantation Estates December 30, 1988 Douglasville, Georgia
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
-----------------
<S> <C>
Land $1,507,800
Buildings and improvements 2,062,300
Fixtures and equipment 31,200
----------
3,601,300
Less accumulated depreciation (855,700)
----------
$2,745,600
==========
</TABLE>
NOTE 4. INVESTMENTS IN JOINT VENTURES
-----------------------------
The Partnership's investments in joint ventures consist of interests in three
manufactured home communities summarized as follows:
<TABLE>
<CAPTION>
Ownership
Name of Property Percentage Date Acquired Location
- ---------------- ---------- ------------- --------
<S> <C> <C> <C>
Town and Country Estates 42% January 17, 1989 Tucson, Arizona
Rancho Margate 26% September 20, 1995 Margate, Florida
Winter Haven 26% October 11, 1995 Winter Haven, Florida
</TABLE>
18
<PAGE>
The remaining interests in the communities are owned by affiliated California
limited partnerships, which have the same General Partners as the Partnership.
In September 1995, the Partnership and an affiliated limited partnership
jointly obtained a $1,550,000 loan collateralized by the Town and Country
Estates community, a jointly owned property. The Partnership's share of this
loan is $651,000. The loan is payable in monthly interest only installments
bearing interest at 90-day LIBOR plus 2.95% (8.47% at December 31, 1996) and is
due in September 2002. The Partnership and the affiliated limited partnership
are both contingently liable for the full amount of the loan.
In September 1995, the Partnership purchased a 26% interest in the Rancho
Margate community for a cost of $754,400. In connection with the purchase of
the community, the joint venture assumed a mortgage note of the seller. The
note, which is collateralized by the community, is payable in monthly
installments, including interest at 50% of six-month LIBOR plus 6.26% (9.04% at
December 31, 1996) until June 2003. Thereafter, the interest rate increases to
50% of six-month LIBOR plus 7.26%, until the note matures in July 2023. At
December 31, 1996, the outstanding balance on this note is $3,698,100 (the
Partnership's share is $961,500).
In October 1995, the Partnership purchased a 26% interest in the Winter Haven
community for a cost of $494,000. In connection with the purchase of the
community, the joint venture assumed a mortgage note of the seller. The note,
which is collateralized by the community, is payable in monthly installments,
including interest at 50% of six-month LIBOR plus 6.26% (9.04% at December
31, 1996) until May 2003. Thereafter, the interest rate increases to 50% of
six-month LIBOR plus 7.26%, until the note matures in June 2023. At December
31, 1996, the outstanding balance on this note is $1,625,500 (the Partnership's
share is $422,600).
The combined condensed financial position and results of operations of the joint
ventures (including Rancho Margate and Winter Haven since their purchase)
follow:
<TABLE>
<CAPTION>
Financial Position
- ------------------
December 31, 1996
-----------------
<S> <C>
Property held for investment, net $13,711,100
Cash 37,000
Other assets 223,100
-----------
Total assets $13,971,200
===========
Mortgage notes payable $ 6,873,600
Accounts payable 14,100
Other liabilities 95,300
-----------
Total liabilities 6,983,000
Partners' equity 6,988,200
-----------
$13,971,200
===========
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------
Results of Operations 1996 1995
---------------- --------------
<S> <C> <C>
Property revenues $2,319,600 $1,016,600
---------------- --------------
Expenses:
Property operating 1,056,000 483,300
Interest 628,800 173,000
Depreciation 379,100 175,700
---------------- --------------
2,063,900 832,000
---------------- --------------
Net income $ 255,700 $ 184,600
================ ==============
</TABLE>
NOTE 5: MORTGAGE NOTE PAYABLE
---------------------
In September 1995, the Partnership obtained a $1,097,000 mortgage loan
collateralized by the Lakeside and Plantation Estates communities. The loan is
payable in monthly interest only installments bearing interest at 90-day LIBOR
plus 2.95% (8.47% at December 31, 1996) and is due in September 2002.
NOTE 6. NOTE RECEIVABLE FROM GENERAL PARTNERS
-------------------------------------
At the close of the offering in September 1988, the General Partners purchased
1,000 limited partnership units with a $100,000 promissory note. The unit
subscription note bears interest at prime and is due in September 1997. The
note receivable is accounted for as a reduction of Limited Partners' equity.
Interest receivable at December 31, 1996 was $12,600 and is included in other
assets on the balance sheet.
NOTE 7. 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 the Limited Partners for the years ended December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
--------------------- -----------------------
Per Per
Amount Unit Amount Unit
---------- -------- --------- ---------
<S> <C> <C> <C> <C>
Net income
- - Limited Partners $ $ $ 81,000 $0.33
Return of capital 200,000 0.83 69,000 0.29
----------- --------- ----------- --------
$200,000 $ 0.83 $ 150,000 $0.62
=========== ========= =========== =========
</TABLE>
20
<PAGE>
NOTE 8. INCOME TAXES
------------
Certain transactions of the Partnership are reported in different periods for
financial and tax reporting purposes. A reconciliation between amounts reported
for financial statement and federal tax return purposes as of December 31, 1996
and 1995 and for the years then ended follows:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
------------------------- -------------------------
Partners' Net Partners'
Net (Loss) Equity Income Equity
--------- --------- ------ ---------
<S> <C> <C> <C> <C>
Per financial
statements $(23,600) $4,352,700 $ 81,800 $4,585,400
Syndication costs 2,562,300 2,562,300
Note receivable 100,000 100,000
Gain on sale of
property held for
investment (7,300) 697,800 705,100
Depreciation (10,100) (952,900) (15,000) (942,800)
Other (42,500) (37,400) (6,400) 5,100
-------- ---------- -------- ----------
Per Partnership
tax return $(83,500) $6,722,500 $ 60,400 $7,015,100
======== ========== ======== ==========
</TABLE>
NOTE 9. FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The carrying amounts of cash and cash equivalents, note receivable from General
Partners, accounts payable, accrued expenses and other liabilities approximate
fair value because of the short maturity of the financial instruments. The
mortgage note payable bears interest at a variable rate indexed to LIBOR;
therefore, the General Partners believe the carrying value of the note
approximates fair value.
NOTE 10. SUBSEQUENT EVENT
----------------
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 $207,000. 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%. The loan is due in March 2006.
21
<PAGE>
NOTE 11. RESTATEMENT OF PARTNERS' EQUITY
-------------------------------
Pursuant to the Partnership Agreement, net profits from the sale of Partnership
properties should be allocated first to each partner with a negative capital
account balance in an amount equal to the amount of the negative capital account
of each partner. Subsequent to the issuance of the 1995 financial statements,
the General Partners determined that the financial statements did not properly
reflect the income allocation provisions of the Partnership Agreement.
Accordingly, partners' equity at December 31, 1994 has been restated from the
amounts previously reported to properly allocate net profits from the sale of
Partnership properties among the partners in accordance with the provisions of
the Partnership Agreement. The effect of this restatement on the Partnership's
financial statements is summarized below:
<TABLE>
<CAPTION>
As Previously
Reported As Restated
------------- -----------
<C> <C>
Equity Balance
- --------------
<S>
General Partners $ (170,700) $ 26,700
Limited Partners $4,840,800 $4,643,400
</TABLE>
22
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements over accounting or financial disclosure with the
independent accountants for the Partnership.
PART III
--------
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
--------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
The original general partners of the Partnership were The Windsor Corporation
(Windsor), and John A. Coseo, Jr. Mr. Coseo, his wife Patricia Ann Coseo and
their children owned a majority of the stock of Windsor.
In July 1994, Windsor merged into Windsor Group, Inc., a majority-owned
subsidiary. In conjunction with the merger, Windsor Group, Inc. changed its
name to The Windsor Corporation (Wincorp). Subsequent to the merger, Mr. Coseo,
his wife Patricia Ann Coseo and their children own a majority of the stock of
Wincorp.
Windsor and Wincorp were incorporated in 1977 and 1992, respectively, to engage
in the real estate syndication business. Since 1979 they have concentrated
solely on the acquisition, management, and sale of fully-developed manufactured
home communities through the investment programs which they sponsor.
The executive officers of Windsor and Wincorp do not receive direct compensation
from the Partnership in these capacities and are only required to spend such
time on the Partnership's affairs as is deemed necessary. Substantial amounts
of these officers' time is expected to be spent on matters unrelated to the
Partnership, particularly after the completion of its offering and acquisition
stages.
The names, ages, and nature of the positions held by the directors and executive
officers of Wincorp follow:
<TABLE>
<CAPTION>
Name Age Office
---- --- ------------------------------
<S> <C> <C>
John A. Coseo, Jr. 58 Chairman of the Board and Chief
Executive Officer
Patricia A. Coseo 55 Secretary and Director
</TABLE>
A brief background of the directors and executive officers follows.
John A. Coseo, Jr. (58) was the founder of Windsor in 1974 and has been actively
involved in all facets of the manufactured housing business since that time.
From 1979 to the present, Mr. Coseo has acted as general partner or advisor in
the acquisition and management of 56 manufactured home communities throughout
the United States. Mr. Coseo is the Chairman and chief executive officer of
Wincorp. Mr. Coseo is a general partner of seven limited partnerships which
have registered their securities under the Securities and Exchange Act of 1934.
Mr. Coseo is also Chairman, chief executive officer, and a trustee of Wincorp's
first sponsored real estate investment trust, Windsor Real Estate Investment
Trust 8. Mr. Coseo is the husband of Patricia A. Coseo.
Patricia A. Coseo (55) is and has been the Secretary and a Director of Windsor
and Wincorp for the
23
<PAGE>
past ten years. She is involved in corporate planning and development, and is
the spouse of John A. Coseo, Jr.
Item 10. EXECUTIVE COMPENSATION
----------------------
The Partnership has not paid and does not propose to pay any remuneration or
retirement benefits to the directors or executive officers of The Windsor
Corporation. Refer to Item 12 (Certain Relationships and Related Transactions)
for cash distributions and expense reimbursements paid to The Windsor
Corporation by the Partnership.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of more
than 5% of the limited partnership units.
(b) Security Ownership of Management
The following table presents certain information regarding the number of
units owned, directly or indirectly, by (i) each General Partner and
(ii) all General Partners as a group as of December 31, 1996:
<TABLE>
<CAPTION>
Amount and Nature of Percent of Class
Title of Class Beneficial Owner Beneficial Ownership
- -------------- ---------------- -------------------------------------
<S> <C> <C> <C>
Units of Limited John A. Coseo, Jr.,
Partnership Interest a General Partner 39 .016%
Units of Limited The Windsor
Partnership Interest Corporation, 1,000 .416%
a General Partner ----- -----
Units of Limited All General Partner
Partnership Interest as a group 1,039 .432%
===== =====
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The following table reflects all compensation paid to the General Partners
during the years ended December 31, 1996 and 1995.
<TABLE>
<CAPTION>
Form of Compensation and Entity Receiving 1996 1995
- ----------------------------------------- ---- ----
<S> <C> <C>
Expense reimbursement - The Windsor Corporation $58,200 $56,500
Cash distributions - The Windsor Corporation $ 2,000 $ 1,500
</TABLE>
24
<PAGE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(3) - Certificate and Agreement of Limited Partnership filed as
Exhibit A to Registration Statement No. 33-15878 and
incorporated herein by reference.
(27) - Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter
of the period covered by this Form 10-KSB.
25
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 26th day of
March, 1997.
WINDSOR PARK PROPERTIES 5
A California Limited Partnership
By: /s/ John A. Coseo, Jr.
----------------------
JOHN A. COSEO, JR.
Individual General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John A. Coseo, Jr. General Partner and Chairman of the March 26, 1997
- ---------------------- Board of The Windsor Corporation
JOHN A. COSEO, JR. (Principal Executive Office of The
Windsor Corporation)
/s/ Patricia A. Coseo Director of The Windsor Corporation March 26, 1997
- ---------------------
PATRICIA A. COSEO
</TABLE>
26
<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 DECEMBER 31, 1996 AND THE RELATED
STATEMENTS OF OPERATIONS, PARTNERS' EQUITY AND CASH FLOWS FOR THE YEAR THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 523,800
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,601,300
<DEPRECIATION> 855,700
<TOTAL-ASSETS> 5,534,900
<CURRENT-LIABILITIES> 0
<BONDS> 1,097,000
0
0
<COMMON> 0
<OTHER-SE> 4,352,700<F1>
<TOTAL-LIABILITY-AND-EQUITY> 5,534,900
<SALES> 0
<TOTAL-REVENUES> 568,000
<CGS> 0
<TOTAL-COSTS> 292,800
<OTHER-EXPENSES> 196,700
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 102,100
<INCOME-PRETAX> (23,600)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23,600)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23,600)
<EPS-PRIMARY> (0.10)<F2>
<EPS-DILUTED> 0
<FN>
<F1>LIMITED AND GENERAL PARTNERS EQUITY.
<F2>NET LOSS PER LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
