<PAGE> 1
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
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Commission file number 000-21722
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WINDSORPARK PROPERTIES 7, A CALIFORNIA LIMITED PARTNERSHIP
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(Exact name of small business issuer as specified in its charter)
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<S> <C>
California 33-0363181
- -------------------------------------------------------------- ---------------------------------
(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 [ ]
<PAGE> 2
TABLE OF CONTENTS
PART I
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Page
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Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 12
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2
<PAGE> 3
WINDSOR PARK PROPERTIES 7
(A California Limited Partnership)
BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
June 30, 1998
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<S> <C>
ASSETS
Property held for investment:
Land $ 2,734,100
Buildings and improvements 10,885,500
Fixtures and equipment 194,400
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13,814,000
Less accumulated depreciation (2,812,000)
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11,002,000
Investments in joint ventures and limited partnerships 5,039,400
Cash and cash equivalents 96,400
Deferred financing costs 174,800
Other assets 122,600
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Total Assets $ 16,435,200
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LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Mortgage notes payable $ 7,220,000
Accounts payable 600
Accrued expenses 225,400
Tenant deposits and other liabilities 46,200
Due to General Partners and affiliates 13,800
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7,506,000
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Partners' equity:
Limited partners 8,974,100
General partners (44,900)
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8,929,200
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Total Liabilities and Partners' Equity $ 16,435,200
================
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See Accompanying Financial Statements
3
<PAGE> 4
WINDSOR PARK PROPERTIES 7
(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 $ 648,500 $ 614,500
Equity in earnings of joint ventures and limited partnerships 23,900 25,200
Interest 3,200 12,200
Other 6,400 7,100
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682,000 659,000
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COSTS AND EXPENSES
Property operating 283,800 265,800
Interest 162,200 173,300
Depreciation and amortization 150,800 150,700
General and administrative:
Related parties 10,500 21,400
Other 13,800 11,700
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621,100 622,900
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Net income $ 60,900 $ 36,100
============ ============
Net income - general partners $ 600 $ 400
============ ============
Net income - limited partners $ 60,300 $ 35,700
============ ============
Basic and Dilutive earnings per limited partnership unit $ 0.39 $ 0.23
============ ============
</TABLE>
See Accompanying Financial Statements
4
<PAGE> 5
WINDSOR PARK PROPERTIES 7
(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 $1,285,700 $1,225,800
Equity in earnings of joint ventures and limited partnerships 56,200 75,100
Interest 10,600 26,400
Other 14,700 15,700
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1,367,200 1,343,000
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COSTS AND EXPENSES
Property operating 549,300 517,100
Interest 334,100 341,900
Depreciation and amortization 301,700 299,300
General and administrative:
Related parties 21,200 43,200
Other 34,700 21,900
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1,241,000 1,223,400
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Net income $ 126,200 $ 119,600
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Net income - general partners $ 1,300 $ 1,200
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Net income - limited partners $ 124,900 $ 118,400
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Basic and Dilutive earnings per limited partnership unit $ 0.80 $ 0.75
========== ==========
</TABLE>
See Accompanying Financial Statements
5
<PAGE> 6
WINDSOR PARK PROPERTIES 7
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
(unaudited)
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<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 $ 126,200 $ 119,600
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 301,700 299,300
Equity in earnings of joint ventures and limited
partnerships (56,200) (75,100)
Joint ventures' and limited partnerships cash
distributions 56,200 75,100
(Gain) loss on sale of property held for investment 0 (2,600)
Amortization of deferred financing costs 21,200 21,200
Changes in operating assets and liabilities:
(Decrease) increase in Other assets (63,400) 3,400
Accounts payable (24,100) (4,700)
Accrued expenses 165,400 19,000
Due to General Partners and affiliates (84,900) 0
Tenant deposits and other liabilities (69,000) (1,300)
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Net cash provided by operating activities 373,100 453,900
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Cash flows from investing activities:
Note receivable from general partners 0 371,800
Joint ventures' and limited partnerships cash
distributions 151,400 168,200
Increase in property held for investment (44,300) (119,800)
Investment in joint venture and limited partnerships 13,000 (70,400)
Proceeds on sale of property held for investment 0 11,000
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Net cash provided by investing activities 120,100 360,800
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Cash flows from financing activities:
Distributions (591,200) (597,500)
Repayment of mortgage note payable (200,000) (300,000)
Repurchase of limited partnership units (84,300) (20,300)
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Net cash provided by financing activities (875,500) (917,800)
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Net decrease in cash and cash equivalents (382,300) (103,100)
Cash and cash equivalents at beginning of period 478,700 511,100
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Cash and cash equivalents at end of period $ 96,400 $ 408,000
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</TABLE>
See Accompanying Financial Statements
6
<PAGE> 7
WINDSOR PARK PROPERTIES 7
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. THE PARTNERSHIP
Windsor Park Properties 7, A California Limited Partnership (the Partnership),
was formed in June 1989 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% of the shares of the
Windsor Corporation.
The Partnership was funded through a public offering of 250,000 limited
partnership units at $100 per unit, which commenced in March 1990 and terminated
in January 1992. The Partnership term is set to expire on December 31, 2005;
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 at June 30, 1998. The
combined condensed results of operations of the joint venture and limited
partnership properties for the six months ended June 30, 1998 and 1997 are as
follows:
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<CAPTION>
1998 1997
<S> <C> <C>
Total revenues $2,168,900 $2,042,100
Expenses:
Property operating 1,107,000 1,026,900
Interest 655,400 589,400
Depreciation 374,400 341,400
General and administrative 10,100 0
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2,146,900 1,957,700
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Net income $ 22,000 $ 84,400
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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 156,370 and 156,475 respectively; and 157,641 and
157,722 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 $124,900 $ 0.80 $118,400 $ .75
Return of capital 470,500 3.01 473,000 3.00
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$595,400 $ 3.81 $591,400 $ 3.75
======== ======== ======== ========
</TABLE>
8
<PAGE> 9
WINDSOR PARK PROPERTIES 7
(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 March 31,
1997
Results of Operations
The Partnership realized net income of $60,900 and $36,100 for the three months
ended June 30, 1998 and 1997, respectively. Net income per limited partnership
unit was $0.39 in 1998 compared to $0.23 in 1997. The increase in income is
attributable to the increased revenue from rental increases.
Rent and utilities revenues increased from $614,500 in 1997 to $648,500 in 1998
due to rental 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 joint venture and limited
partnership properties. Equity in earnings of joint ventures and limited
partnerships decreased slightly from $25,200 in 1997 to $23,900 in 1998.
Interest income decreased from $12,200 in 1997 to $3,200 in 1998 due to the
payoff received on the note receivable from General Partners and to lower cash
balances maintained by the partnership.
Property operating expenses increased from $265,800 in 1997 to $283,800 in 1998
due mainly to higher utilities, higher maintenance, and higher collection costs.
Interest expense decreased from $173,300 in 1997 to $162,200 in 1998 due to
lower interest rates on the variable rate debt.
General and administrative expenses decreased from $33,100 in 1997 to $24,300 in
1998 due to lower employee time charges charged to the General Partners.
Six months ended June 30, 1998 as compared to six months ended March 31, 1997
Results of Operations
The Partnership realized net income of $126,200 and $119,600 for the six months
ended June 30, 1998 and 1997, respectively. Net income per limited partnership
unit was $0.80 in 1998 compared to $0.75 in 1997. The increase in income is
attributable to the increased revenue from rental increases.
Rent and utilities revenues increased from $1,225,800 in 1997 to $1,285,700 in
1998 due to rental 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 joint venture and limited
partnership properties. Equity in earnings of joint ventures and limited
partnerships decreased from $75,100 in 1997 to $56,200 in 1998, primarily due to
losses incurred at the Apache East, Denali Park and Long Lake communities.
9
<PAGE> 10
Interest income decreased from $26,400 in 1997 to $10,600 in 1998 due to the
payoff received on the note receivable from General Partners and lower cash
balances maintained by the partnership.
Property operating expenses increased from $517,100 in 1997 to $549,300 in 1998
due mainly to higher utilities and higher collection costs.
Interest expense decreased from $341,900 in 1997 to $334,100 in 1998 due to
lower interest rates on the variable rate debt.
General and administrative expenses decreased from $65,100 in 1997 to $55,900 in
1998 due to lower employee 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 uses of cash during the same
period were for cash distributions to partners, and the repayment of a mortgage
note payable.
No further investment property acquisitions are planned by the General Partners.
At June 30, 1998 the Partnership's total mortgage debt, including its
proportionate share of joint venture and limited partnership debt, was
$14,852,100, consisting of $1,500,000 of fixed rate debt and $13,352,100 of
variable rate debt. The average rate of interest on the fixed and variable rate
debt was 8.8% and 8.6%, respectively 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,
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
<PAGE> 12
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 7,
A California Limited Partnership
(Registrant)
By: The Windsor Corporation, General Partner
By /s/ Steven G. Waite
----------------------------------------
STEVEN G. WAITE
President
Date: August 13, 1998
12
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<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> 96,400
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13,814,000
<DEPRECIATION> 2,812,000
<TOTAL-ASSETS> 16,435,200
<CURRENT-LIABILITIES> 286,000
<BONDS> 7,220,000
0
0
<COMMON> 0
<OTHER-SE> 8,929,200
<TOTAL-LIABILITY-AND-EQUITY> 16,435,200
<SALES> 0
<TOTAL-REVENUES> 1,367,200
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 906,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 334,100
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 126,200
<EPS-PRIMARY> 0.80
<EPS-DILUTED> 0.80
</TABLE>
