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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 June 30, 1998
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[ ] 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
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(Exact name of small business issuer as specified in its charter)
California 33-0299846
- ------------------------------- ------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6430 S. Quebec Street, Englewood, Colorado 80111
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(Address of principal executive offices)
(303) 741-3707
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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 [ ]
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TABLE OF CONTENTS
PART I
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Page
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<S> <C> <C>
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 12
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2
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WINDSOR PARK PROPERTIES 6
(A California Limited Partnership)
BALANCE SHEET
(unaudited)
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<CAPTION>
June 30, 1998
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<S> <C>
ASSETS
Property held for investment:
Land $ 508,800
Buildings and improvements 3,430,400
Fixtures and equipment 33,900
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3,973,100
Less accumulated depreciation (1,530,400)
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2,442,700
Investments in joint ventures and limited partnerships 5,145,400
Cash and cash equivalents 425,300
Deferred financing costs 44,100
Other assets 38,300
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Total Assets $ 8,095,800
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LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage note payable $ 1,340,000
Accounts payable 3,800
Accrued expenses 87,600
Due to General Partner and affiliates 8,000
Tenant deposits and other liabilities 13,700
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Total Liabilities 1,453,100
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Partners' equity:
Limited partners 6,637,200
General partners 5,500
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6,642,700
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Total Liabilities and Partners' Equity $ 8,095,800
===============
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3
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WINDSOR PARK PROPERTIES 6
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
(unaudited)
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<CAPTION>
Three Months Ended June 30,
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1998 1997
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<S> <C> <C>
REVENUES
Rent and utilities $ 169,900 $ 153,300
Equity in earnings of joint ventures and limited partnerships 63,400 52,900
Interest 3,800 4,300
Other 5,100 10,800
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242,200 221,300
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COSTS AND EXPENSES
Property operating 82,300 72,800
Interest 31,700 32,100
Depreciation and amortization 45,200 44,500
General and administrative:
Related parties 7,900 20,600
Other 15,400 12,000
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182,500 182,000
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Net income $ 59,700 $ 39,300
============ ============
Net income - general partners $ 600 $ 400
============ ============
Net income - limited partners $ 59,100 $ 38,900
============ ============
Basic and Dilutive earnings per limited partnership unit $ 0.20 $ 0.13
============ ============
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4
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WINDSOR PARK PROPERTIES 6
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
(unaudited)
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<CAPTION>
Six Months Ended June 30,
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1998 1997
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<S> <C> <C>
REVENUES
Rent and utilities $ 334,700 $ 302,100
Equity in earnings of joint ventures and limited partnerships 131,600 115,900
Interest 8,400 8,100
Other 9,000 17,200
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483,700 443,300
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COSTS AND EXPENSES
Property operating 156,200 142,000
Interest 63,800 63,300
Depreciation and amortization 90,400 89,100
General and administrative:
Related parties 18,500 41,000
Other 33,600 25,300
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362,500 360,700
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Net income $ 121,200 $ 82,600
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Net income - general partners $ 1200 $ 800
============ ============
Net income - limited partners $ 120,000 $ 81,800
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Basic and Dilutive earnings per limited partnership unit $ 0.41 $ 0.28
============ ============
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5
<PAGE> 6
WINDSOR PARK PROPERTIES 6
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
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1998 1997
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 121,200 $ 82,600
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 90,400 89,100
Equity in earnings of joint ventures and limited
partnerships (131,600) (115,900)
Joint ventures' and limited partnerships cash
distributions 131,600 115,900
Amortization of deferred financing costs 5,300 5,200
Gain on sale of property held for investment 0 (6,300)
Changes in operating assets and liabilities:
(Decrease) increase in Other assets (5,000) 8,000
Accounts payable (1,600) (1,700)
Due to General Partners and affiliates (21,700) 0
Increase (decrease) in Accrued expenses 49,900 (8,600)
Tenant deposits and other liabilities (21,900) (3,200)
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Net cash provided by operating activities 216,600 165,100
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Cash flows from investing activities:
Joint ventures' and limited partnerships cash
distributions 231,100 142,300
Increase in property held for investment (5,300) (34,500)
Investment in joint ventures' and limited partnerships (11,600) 0
Proceeds from sale of property held for investment 0 6,300
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Net cash provided by investing activities 214,200 114,100
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Cash flows from financing activities:
Cash distributions (296,700) (303,000)
Repurchase of limited partnership units (68,100) (32,800)
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Net cash used in financing activities (364,800) (335,800)
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Net increase (decrease) in cash and cash equivalents 66,000 (56,600)
Cash and cash equivalents at beginning of period 359,300 530,200
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Cash and cash equivalents at end of period $ 425,300 $ 473,600
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6
<PAGE> 7
WINDSOR PARK PROPERTIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. THE PARTNERSHIP
Windsor Park Properties 6, A California Limited Partnership (the "Partnership"),
was formed in June 1988 for the purpose of acquiring and holding existing
manufactured home communities for investment. The General Partners of the
Partnership are The Windsor Corporation ("TWC"), a California corporation, and
John A. Coseo, Jr. In September 1997, Chateau Communities, Inc. (Chateau), a
publicly held real estate investment trust, purchased 100 percent of the shares
of The Windsor Corporation.
The Partnership was funded through a public offering of 300,000 limited
partnership units at $100 per unit which commenced in September 1988 and
terminated in March 1990. The Partnership term is set to expire in December
1999; 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.
NOTE 2. BASIS OF PRESENTATION
The balance sheet at June 30, 1998 and the related statements of operations for
the three and six months ended June 30, 1998 and 1997 and the statements of cash
flows for the six months ended June 30, 1998 and 1997 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 on form 10-KSB for the year ended December 31,
1997.
NOTE 3. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS
The Partnership's investments in joint ventures and limited partnerships consist
of interests in five manufactured home communities. The combined condensed
results of operations of these properties for the six months ended June 30, 1998
and 1997 are as follows:
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<CAPTION>
1998 1997
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<S> <C> <C>
Total revenues $ 2,810,500 $ 2,742,100
Expenses:
Property operating 1,300,700 1,281,700
Interest 742,800 735,300
Depreciation 435,100 432,500
General and administrative 10,200 0
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2,488,800 2,449,500
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Net income $ 321,700 $ 262,600
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7
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NOTE 4. BASIC AND DILUTIVE EARNINGS PER LIMITED PARTNERSHIP UNIT
Basic and dilutive earnings 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 and six
months ended June 30, 1998 was 291,953 and 292,217, respectively; and 294,622
and 295,067 for the three and six months ended June 30, 1997, respectively.
In 1997, the Partnership adopted Statement of Financial Accounting Standards No.
128 (SFAS 128), "Earnings Per Share." This accounting standard specifies new
computation, presentation, and disclosure requirements for earnings per share to
be applied retroactively. Among other things, SFAS 128 requires presentation of
basic and diluted earnings per share on the face of the income statement. The
adoption of SFAS 128 had no effect on the per unit results previously reported.
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, 1998 and 1997 follows:
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1998 1997
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Per Per
Amount Unit Amount Unit
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<S> <C> <C> <C> <C>
Net income
- limited partners .................... $ 120,000 $ 0.41 $ 81,800 $ 0.28
Return of capital ...................... 180,000 0.62 218,200 0.74
----------- ----------- ----------- -----------
$ 300,000 $ 1.03 $ 300,000 $ 1.02
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8
<PAGE> 9
WINDSOR PARK PROPERTIES 6
(A California Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three months ended June 30, 1998 as compared to three months ended June 30, 1997
Results of Operations
The Partnership realized net income of $59,700 and $39,300 for the three months
ended June 30, 1998 and 1997, respectively. Net income per limited partnership
unit was $0.20 in 1998 and $0.13 in 1997. The increased income is attributable
to the rent increases and increased occupancy levels at the communities.
Rent and utilities revenues increased from $153,300 in 1997 to $169,900 in 1998,
due to $10 and $8 rent increases realized at Circle K and Chisholm Creek
communities, respectively and increased occupancy at Chisholm Creek.
Equity in earnings of joint ventures and limited partnerships represents the
Partnership's share of the net income of five manufactured home communities.
Equity in earnings of joint ventures and limited partnerships increased from
$52,900 in 1997 to $63,400 in 1998.
Interest income decreased slightly from $4,300 in 1997 to $3,800 in 1998.
Property operating expenses increased from $72,800 in 1997 to $82,300 in 1998
due to higher payroll costs.
Interest expense decreased slightly from $32,100 in 1997 to $31,700 in 1998.
General and administrative costs decreased from $32,600 in 1997 to 23,300 in
1998 due to lower employee charges charged to the General Partners.
Six months ended June 30, 1998 as compared to six months ended June 30, 1997
Results of Operations
The Partnership realized net income of $121,200 and $82,600 for the six months
ended June 30, 1998 and 1997, respectively. Net income per limited partnership
unit was $0.41 in 1998 and $0.28 in 1997. The increased income is attributable
to the rent increases and increased occupancy levels at the communities.
Rent and utilities revenues increased from $302,100 in 1997 to $334,700 in 1998,
due to rent increases recognized at the communities.
Equity in earnings of joint ventures and limited partnerships represents the
Partnership's share of the net income of five manufactured home communities.
Equity in earnings of joint ventures and limited partnerships increased from
$115,900 in 1997 to $131,600 in 1998.
Interest income increased slightly from $8,100 in 1997 to $8,400 in 1998.
Property operating expenses increased from $142,000 in 1997 to $156,200 in 1998
due to higher payroll costs.
9
<PAGE> 10
Interest expense increased slightly from $63,300 in 1997 to $63,800 in 1998.
General and administrative costs decreased from $66,300 in 1997 to $52,100 due
to lower employee time charges charged to the General Partners.
Changes in Financial Condition
The Partnership's primary sources of cash during the six months ended June 30,
1998 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 and the repurchase of partnership
units.
At June 30, 1998, the Partnership's total mortgage debt, including its
proportionate share of joint venture and limited partnership debt, was
$7,699,400, consisting entirely of variable rate debt. The average rate of
interest on the variable rate debt was 8.8% at June 30, 1998.
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.
In 1997, the Partnership adopted Statement of Financial Accounting Standards No.
128 (SFAS 128), "Earnings Per Share." This accounting standard specifies new
computation, presentation, and disclosure requirements for earnings per share to
be applied retroactively. Among other things, SFAS 128 requires presentation of
basic and diluted earnings per share on the face of the income statement. The
adoption of SFAS 128 had no effect on the per unit results previously reported.
10
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PART II
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits and Index of Exhibits
(27) Financial Data Schedule
11
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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/ Steven G. Waite
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STEVEN G. WAITE
President
Date: August 13, 1998
12
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
27 Financial Data Schedule
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 425,300
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,973,100
<DEPRECIATION> 1,530,400
<TOTAL-ASSETS> 8,095,800
<CURRENT-LIABILITIES> 113,100
<BONDS> 1,340,000
0
0
<COMMON> 0
<OTHER-SE> 6,642,700
<TOTAL-LIABILITY-AND-EQUITY> 8,095,800
<SALES> 0
<TOTAL-REVENUES> 483,700
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 298,700
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,800
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 121,200
<EPS-PRIMARY> 0.41
<EPS-DILUTED> 0.41
</TABLE>
