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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, 1998
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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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)
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California 33-0299846
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
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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 [ ]
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 8
PART II
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURE 10
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WINDSOR PARK PROPERTIES 6
(A California Limited Partnership)
BALANCE SHEET
(unaudited)
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<CAPTION>
March 31, 1998
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ASSETS
Property held for investment:
Land $ 508,800
Buildings and improvements 3,426,200
Fixtures and equipment 33,900
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3,968,900
Less accumulated depreciation (1,485,200)
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2,483,700
Investments in joint ventures and limited partnerships 5,208,600
Cash and cash equivalents 332,300
Deferred financing costs 46,700
Other assets 28,300
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Total Assets $ 8,099,600
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LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage note payable $ 1,340,000
Accounts payable 1,000
Accrued expenses 71,700
Due to General Partner and affiliates 35,000
Tenant deposits and other liabilities 15,000
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Total Liabilities 1,462,700
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Partners' equity:
Limited partners 6,632,000
General partners 4,900
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6,636,900
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Total Liabilities and Partner's Equity $ 8,099,600
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See accompanying notes to financial statements.
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 March 31,
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1998 1997
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<S> <C> <C>
REVENUES
Rent and utilities $ 164,800 $ 148,800
Equity in earnings of joint ventures and limited partnerships 68,200 63,000
Interest 4,700 3,800
Other 3,900 6,400
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241,600 222,000
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COSTS AND EXPENSES
Property operating 74,000 69,200
Interest 32,100 31,200
Depreciation and amortization 45,200 44,600
General and administrative:
Related parties 10,600 20,400
Other 18,200 13,300
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180,100 178,700
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Net income $ 61,500 $ 43,300
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Net income - general partners $ 600 $ 400
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Net income - limited partners $ 60,900 $ 42,900
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Basic and dilutive earnings per limited partnership unit $ 0.21 $ 0.15
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See accompanying notes to financial statements.
4
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WINDSOR PARK PROPERTIES 6
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
(unaudited)
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Three Months Ended March 31,
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1998 1997
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Cash flows from operating activities:
Net income $ 61,500 $ 43,300
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 45,200 44,600
Equity in earnings of joint ventures and limited
partnerships (68,200) (63,000)
Joint ventures' and limited partnerships cash
distributions 68,200 63,000
Amortization of deferred financing costs 2,700 2,600
Gain on sale of property held for investment 0 (500)
Changes in operating assets and liabilities:
Other assets 5,000 300
Accounts payable (4,400) (3,900)
Due to General Partners and affiliates 5,300 0
Accrued expenses 34,000 2,800
Tenant deposits and other liabilities ( 20,600) (1,300)
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Net cash provided by operating activities 128,700 87,900
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Cash flows from investing activities:
Joint ventures' and limited partnerships cash
distributions 156,300 101,300
Increase in property held for investment (1,100) (11,300)
Proceeds from sale of property held for investment 0 500
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Net cash provided by investing activities 155,200 90,500
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Cash flows from financing activities:
Cash distributions (296,700) (303,000)
Repurchase of limited partnership units (14,200) (8,700)
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Net cash used in financing activities (310,900) (311,700)
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Net decrease in cash and cash equivalents (27,000) (133,300)
Cash and cash equivalents at beginning of period 359,300 530,200
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Cash and cash equivalents at end of period $ 332,300 $ 369,900
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See accompanying notes to financial statements.
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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 March 31, 1998 and the related statements of operations for
the three months ended March 31, 1998 and 1997 and the statements of cash flows
for the three months ended March 31, 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 three months ended March 31,
1998 and 1997 are as follows:
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1998 1997
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Total revenues $ 1,401,300 $ 1,376,100
Expenses:
Property operating 639,900 639,200
Interest 373,300 363,900
Depreciation 217,500 215,000
General and administrative 2,900 0
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1,233,600 1,218,100
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Net income $ 167,700 $ 158,000
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NOTE 4. BASIC AND DILUTIVE EARNINGS 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,
1998 and 1997 was 292,852 and 295,514, 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 three months ended March 31, 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 $ 60,900 $ 0.20 $ 42,900 $ 0.15
Return of capital 239,100 0.82 257,100 0.87
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$ 300,000 $ 1.02 $ 300,000 $ 1.02
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7
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WINDSOR PARK PROPERTIES 6
(A California Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three months ended March 31, 1998 as compared to three months ended March 31,
1997
Results of Operations
The Partnership realized net income of $61,500 and $43,300 for the three months
ended March 31, 1998 and 1997, respectively. Net income per limited partnership
unit was $0.21 in 1998 and $0.15 in 1997.
Rent and utilities revenues increased from $148,800 in 1997 to $164,800 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
$63,000 in 1997 to $68,200 in 1998.
Interest income increased from $3,800 in 1997 to $4,700 in 1998 due mainly to
higher cash balances maintained by the Partnership.
Property operating expenses increased from $69,200 in 1997 to $74,000 in 1998
due to higher utility costs.
Interest expense increased slightly from $31,200 in 1997 to $32,100 in 1998.
Changes in Financial Condition
The Partnership's primary sources of cash during the three months ended March
31, 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.
At March 31, 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 8.9% at March 31, 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.
8
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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
(b)Reports on Form 8-K
Form 8-K filed with the Commission on January 27, 1998.
Form 8-K/A filed with the Commission on February 3, 1998.
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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
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(Registrant)
By: The Windsor Corporation, General Partner
By /s/ Steven G. Waite
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STEVEN G. WAITE
President
Date: May 13, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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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> MAR-31-1998
<CASH> 332,300
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,968,900
<DEPRECIATION> 1,485,200
<TOTAL-ASSETS> 8,099,600
<CURRENT-LIABILITIES> 122,700
<BONDS> 1,340,000
0
0
<COMMON> 0
<OTHER-SE> 6,636,900
<TOTAL-LIABILITY-AND-EQUITY> 8,099,600
<SALES> 0
<TOTAL-REVENUES> 241,600
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 148,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32,100
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 61,500
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
</TABLE>
