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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 0-17576
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WINDSOR PARK PROPERTIES 6, A CALIFORNIA LIMITED PARTNERSHIP
------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-0299846
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
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(Address of principal executive offices)
(619) 746-2411
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes (x) No (_)
1
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TABLE OF CONTENTS
PART I
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<TABLE>
<CAPTION>
Page
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<S> <C>
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II
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Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURE
</TABLE>
2
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WINDSOR PARK PROPERTIES 6
----------------------------------
(A California Limited Partnership)
BALANCE SHEET
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(unaudited)
<TABLE>
<CAPTION>
March 31,1997
--------------
<S> <C>
ASSETS
- ------
Property held for investment:
Land $ 508,800
Buildings and improvements 3,406,300
Fixtures and equipment 31,100
--------------
3,946,200
Less accumulated depreciation (1,310,500)
--------------
2,635,700
Investments in joint ventures 5,442,000
Cash and cash equivalents 396,900
Deferred financing costs 57,200
Other assets 40,700
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$ 8,572,500
==============
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage note payable $ 1,340,000
Accounts payable 2,200
Accrued expenses 49,600
Tenant deposits and other liabilities 46,700
--------------
1,438,500
--------------
Partners' equity:
Limited partners 7,124,600
General partners 9,400
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7,134,000
--------------
$ 8,572,500
==============
</TABLE>
See accompanying notes to financial statements.
3
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WINDSOR PARK PROPERTIES 6
----------------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
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<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 148,800 $ 135,600
Equity in earnings of joint ventures 63,000 71,400
Interest 3,800 6,800
Other 6,400 8,200
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222,000 222,000
-------------- -----------
COSTS AND EXPENSES
- ------------------
Property operating 69,200 68,400
Depreciation and amortization 44,600 43,100
Interest 31,200 30,700
General and administrative:
Related parties 20,400 19,100
Other 13,300 11,200
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178,700 172,500
-------------- -----------
Net income $ 43,300 $ 49,500
============== ===========
Net income - general partners $ 400 $ 500
============== ===========
Net income - limited partners $ 42,900 $ 49,000
============== ===========
Net income per limited partnership unit $ 0.15 $ 0.16
============== ===========
</TABLE>
See accompanying notes to financial statements.
4
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WINDSOR PARK PROPERTIES 6
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(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 43,300 $ 49,500
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 44,600 43,100
Equity in earnings of joint ventures (63,000) (71,400)
Joint ventures' cash distributions 63,000 71,400
Amortization of deferred financing costs 2,600 2,600
Gain on sale of property held for investment (500)
Changes in operating assets and liabilities:
Other assets 300 9,400
Accounts payable (3,900) (6,400)
Accrued expenses 2,800 1,800
Tenant deposits and other liabilities (1,300) (11,400)
------------ ------------
Net cash provided by operating activities 87,900 88,600
------------ ------------
Cash flows from investing activities:
Joint ventures' cash distributions 101,300 64,600
Increase in property held for investment (11,300) (3,700)
Proceeds from sale of property held for investment 500
------------ ------------
Net cash provided by investing activities 90,500 60,900
------------ ------------
Cash flows from financing activities:
Cash distributions (303,000) (303,000)
Repurchase of limited partnership units (8,700) (900)
------------ ------------
Net cash used in financing activities (311,700) (303,900)
------------ ------------
Net decrease in cash and cash equivalents (133,300) (154,400)
Cash and cash equivalents at beginning of period 530,200 652,900
------------ ------------
Cash and cash equivalents at end of period $ 396,900 $ 498,500
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (none capitalized) $ 28,600 $ 28,900
============ ============
</TABLE>
See accompanying notes to financial statements.
5
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WINDSOR PARK PROPERTIES 6
-------------------------
(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
-----------------------------
The Partnership's investments in joint ventures consist of interests in five
manufactured home communities. The combined condensed results of operations of
the joint venture properties for the three months ended March 31, 1997 and 1996
follows:
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
Total revenues $ 1,376,100 $ 1,357,500
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Expenses:
Property operating 639,200 608,500
Interest 363,900 362,100
Depreciation 215,000 208,200
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1,218,100 1,178,800
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Net income $ 158,000 $ 178,700
============= =============
</TABLE>
NOTE 3. NET INCOME PER LIMITED PARTNERSHIP UNIT
---------------------------------------
Net income per limited partnership unit is calculated based on the weighted
average number of limited partnership units outstanding during the period and
the net income 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 295,514 and 297,109, respectively.
NOTE 4. RELATED PARTY TRANSACTIONS
--------------------------
The General Partners of the Partnership are The Windsor Corporation, a
California corporation, and John A. Coseo, Jr. (Mr. Coseo is also the
president, chief executive officer and the principal stockholder of The Windsor
Corporation.)
6
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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 $23,700 and $21,600 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
- -----------------
The General Partners receive 1% of cash distributions from the sale or
refinancing of investment properties. This participation increases to 15% after
the Limited Partners have received their original invested capital plus a 9%
cumulative, non-compounded annual 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 $3,000.
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
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Per Per
Amount Unit Amount Unit
----------- ---- ---------- ----
<S> <C> <C> <C> <C>
Net income
- Limited Partners $ 42,900 $ 0.15 $ 49,000 $ 0.16
Return of capital 257,100 0.87 251,000 0.85
---------- ------- ---------- --------
$ 300,000 $ 1.02 $ 300,000 $ 1.01
========== ======= ========== ========
</TABLE>
7
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WINDSOR PARK PROPERTIES 6
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(A California Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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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 use of cash during the same
period was for cash distributions to partners.
There has been no significant change in the financial condition of the
Partnership since December 31, 1996. Partners' equity decreased from $7,402,400
at December 31, 1996 to $7,134,000 at March 31, 1997 due to cash distributions
of $303,000 and repurchased limited partnership units of $8,700, exceeding net
income of $43,300.
At March 31, 1997, the Partnership's total mortgage debt, including its
proportionate share of joint venture debt, was $7,714,700, consisting entirely
of variable rate debt. The average rate of interest on the variable rate debt
was 8.6% 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, 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.
Results of Operations
- ---------------------
Three months ended March 31, 1997 as compared to three months ended March 31,
- -----------------------------------------------------------------------------
1996
- ----
The Partnership realized net income of $43,300 and $49,500 for the three months
ended March 31, 1997 and 1996, respectively. Net income per limited partnership
unit was $0.15 in 1997 and $0.16 in 1996.
Rent and utilities revenues increased from $135,600 in 1996 to $148,800 in 1997.
The overall occupancy level of the Partnership's two wholly-owned properties
increased from 93% at March 31, 1996 to 96% at March 31, 1997. Recent rent
increases implemented include $8 per month at Chisholm Creek effective June 1996
and $14 per month at Circle K effective May 1996.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of five manufactured home communities. Equity in earnings of joint
ventures decreased from $71,400 in 1996 to $63,000 in 1997. The overall
occupancy of the Partnership's five joint venture properties was 93% at March
31, 1997, compared to 94% at March 31, 1996. The slight overall decrease in
occupancy is due to the Carefree Village community in Tampa, which lost
occupancy due to aggressive competition in the market. The property has
upgraded its amenity package and is offering an aggressive promotional package
of its own in order to maintain and improve occupancy. Recent rent increases
implemented include $8 per month at Town and Country effective May 1996, $9 and
$12 per month at Winter Haven and Rancho Margate, respectively, effective
January 1997, and $5 per month at Carefree effective September 1996.
8
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Interest income decreased from $6,800 in 1996 to $3,800 in 1997 due mainly to
lower cash balances maintained by the Partnership.
Property operating expenses increased slightly from $68,400 in 1996 to $69,200
in 1997. Lower wage costs were offset by higher utilities and repairs and
maintenance expenses.
Interest expense increased slightly from $30,700 in 1996 to $31,200 in 1997.
General and administrative expense increased from $30,300 in 1996 to $33,700 in
1997 due mainly to higher employee time charges from the General Partners.
9
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PART II
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K during the period
covered by Form 10-QSB
10
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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 6,
A California Limited Partnership
---------------------------------
(Registrant)
By: The Windsor Corporation, General Partner
By /s/ John A. Coseo, Jr.
-----------------------------
JOHN A. COSEO, JR.
Chief Financial Officer
(Principal Accounting Officer)
Date: May 12, 1997
11
<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 6 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>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 396,900
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,946,200
<DEPRECIATION> 1,310,500
<TOTAL-ASSETS> 8,572,500
<CURRENT-LIABILITIES> 0
<BONDS> 1,340,000
0
0
<COMMON> 0
<OTHER-SE> 7,134,000<F1>
<TOTAL-LIABILITY-AND-EQUITY> 8,572,500
<SALES> 0
<TOTAL-REVENUES> 222,000
<CGS> 0
<TOTAL-COSTS> 69,200
<OTHER-EXPENSES> 78,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,200
<INCOME-PRETAX> 43,300
<INCOME-TAX> 0
<INCOME-CONTINUING> 43,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,300
<EPS-PRIMARY> 0.15<F2>
<EPS-DILUTED> 0
<FN>
<F1>Limited and general partners' equity.
<F2>Net income per limited partnership unit.
</FN>
</TABLE>
