<PAGE>
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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, 1999
-------------
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to _______________
Commission file number 000-21722
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WINDSOR PARK PROPERTIES 7, A CALIFORNIA LIMITED PARTNERSHIP
------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-0363181
------------------------ ------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6160 So. Syracuse Way, Greenwood Village, 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 [_]
Transitional small business disclosure format (check one): Yes [_] No [X]
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TABLE OF CONTENTS
PART I
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Page
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Item 1. Financial Statements 2
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 11
SIGNATURE 12
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PART I
------
Certain matters discussed under the Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this Quarterly
Report on Form 10-QSB may constitute forward-looking statements for purposes of
Section 21E of the Securities Exchange Act of 1934, as amended, and as such
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Windsor Park Properties 7, a
California Limited Partnership, to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements.
1
<PAGE>
Item 1. Financial Statements
- -------
WINDSOR PARK PROPERTIES 7
-------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
(unaudited)
June 30, 1999
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ASSETS
- ------
Property held for investment:
Land $ 2,735,100
Buildings and improvements 11,027,300
Fixtures and equipment 209,000
-----------
13,971,400
Less accumulated depreciation (3,429,100)
-----------
10,542,300
Investments in joint ventures and limited partnerships 4,625,300
Cash and cash equivalents 260,400
Deferred financing costs 132,300
Other assets 77,700
-----------
$15,638,000
===========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage notes payable $ 7,220,000
Accrued expenses 277,700
Tenant deposits and other liabilities 47,200
Due to General Partners and affiliates 43,300
-----------
7,588,200
-----------
Partners' equity:
Limited partners 8,102,200
General partners (52,400)
-----------
8,049,800
-----------
$15,638,000
===========
See accompanying notes to financial statements
2
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WINDSOR PARK PROPERTIES 7
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
----------------------------
1999 1998
--------- ---------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 682,700 $ 648,500
Equity in earnings of joint ventures and limited partnerships 49,600 23,900
Interest 400 3,200
Other 8,300 6,400
--------- ---------
741,000 682,000
--------- ---------
COSTS AND EXPENSES
- ------------------
Property operating 293,500 283,800
Interest 157,500 162,200
Depreciation and amortization 155,300 150,800
General and administrative:
Related parties 3,800 10,500
Other 17,900 13,800
--------- ---------
628,000 621,100
--------- ---------
Net income $ 113,000 $ 60,900
========= =========
Net income - general partners $ 1,100 $ 600
========= =========
Net income - limited partners $ 111,900 $ 60,300
========= =========
Basic and diluted earnings per limited partnership unit $ 0.72 $ 0.39
========= =========
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
WINDSOR PARK PROPERTIES 7
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
1999 1998
----------- -----------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 1,360,800 $ 1,285,700
Equity in earnings of joint ventures and limited partnerships 116,900 56,200
Interest 800 10,600
Other 13,900 14,700
----------- -----------
1,492,400 1,367,200
----------- -----------
COSTS AND EXPENSES
- ------------------
Property operating 562,900 549,300
Interest 316,300 334,100
Depreciation and amortization 308,800 301,700
General and administrative:
Related parties 12,700 21,200
Other 31,400 34,700
----------- -----------
1,232,100 1,241,000
----------- -----------
Net income $ 260,300 $ 126,200
=========== ===========
Net income - general partners $ 2,600 $ 1,300
=========== ===========
Net income - limited partners $ 257,700 $ 124,900
=========== ===========
Basic and diluted earnings per limited partnership unit $ 1.67 $ 0.80
=========== ===========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
WINDSOR PARK PROPERTIES 7
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 260,300 $ 126,200
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 308,800 301,700
Equity in earnings of joint ventures and limited partnerships (116,900) (56,200)
Joint ventures' and limited partnerships cash distributions 116,900 56,200
Amortization of deferred financing costs 21,200 21,200
Changes in operating assets and liabilities:
Other assets (34,900) (63,400)
Accounts payable (1,600) (24,100)
Accrued expenses 56,400 165,400
Due to General Partners and affiliates 15,400 (84,900)
Tenant deposits and other liabilities 900 (69,000)
------------ ------------
Net cash provided by operating activities 626,500 373,100
------------ ------------
Cash flows from investing activities:
Joint ventures' and limited partnerships cash distributions 161,300 151,400
Increase in property held for investment (43,700) (44,300)
Investment in joint venture and limited partnerships (30,300) 13,000
------------ ------------
Net cash provided by investing activities 87,300 120,100
------------ ------------
Cash flows from financing activities:
Distributions (585,900) (591,200)
Repayment of mortgage note payable 0 (200,000)
Repurchase of limited partnership units (51,100) (84,300)
------------ ------------
Net cash used in (provided by) financing activities (637,000) (875,500)
------------ ------------
Net (decrease) increase in cash and cash equivalents 76,800 (382,300)
Cash and cash equivalents at beginning of period 183,600 478,700
------------ ------------
Cash and cash equivalents at end of period $ 260,400 $ 96,400
============ ============
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
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 1998, Chateau Communities, Inc., a publicly
held real estate investment trust ("Chateau"), 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.
The Partnership was organized in March 1990 and, thus, many of our current
Limited Partners have held an investment in the Partnership for more than 8
years. The General Partners believe that many of the Limited Partners would
like to have the opportunity to achieve liquidity in their investment in the
Partnership. Accordingly, the General Partners are currently exploring possible
strategic alternatives for the Partnership with a view towards providing Limited
Partners with the opportunity to achieve liquidity in their investment. There
can, however, be no assurances that any proposal determined by the General
Partners to be in the best interests of the Limited Partners will be consummated
or that the Partnership will not continue in its current form until the end of
its stated term.
NOTE 2. BASIS OF PRESENTATION
---------------------
The balance sheet at June 30, 1999 and the related statements of operations for
the three and six months ended June 30, 1999 and 1998 and the statements of cash
flows for the six months ended June 30, 1999 and 1998 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,
1998.
6
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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, 1999. The
combined condensed results of operations of the joint venture and limited
partnership properties for the six months ended June 30, 1999 and 1998 are as
follows:
1999 1998
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Total revenues $ 2,266,500 $ 2,168,900
Expenses:
Property operating 1,139,900 1,107,000
Interest 591,400 655,400
Depreciation 388,000 374,400
General and administrative 5,500 10,100
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2,124,800 2,146,900
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Net income $ 141,700 $ 22,000
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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, 1999 was 154,447 and 154,474 respectively; and 156,370 and
156,475 for the three and six months ended June 30,1998 respectively.
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, 1999 and 1998 follows:
<TABLE>
<CAPTION>
1999 1998
------------------------ -------------------------
Per Per
Amount Unit Amount Unit
---------- --------- ------------- ---------
<S> <C> <C> <C> <C>
Net income Limited Partners $ 257,700 $ 1.67 $ 124,900 $ 0.80
Return of capital 322,200 2.08 470,500 3.01
---------- --------- ------------- ---------
$ 579,900 $ 3.75 $ 595,400 $ 3.81
========== ========= ============= =========
</TABLE>
7
<PAGE>
Item 2.
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Management's Discussion and Analysis of Financial
Condition and Results of Operations
Three months ended June 30, 1999 as compared to three months ended June 30, 1998
- --------------------------------------------------------------------------------
The following discussion should be read in conjunction with the financial
statements and notes thereto included elsewhere in this Form 10-QSB.
Results of Operations
- ---------------------
The Partnership realized net income of $113,000 and $60,900 for the three months
ended June 30, 1999 and 1998, respectively. Net income per limited partnership
unit was $0.72 in 1999 compared to $0.39 in 1998.
Rent and utilities revenues increased from $648,500 in 1998 to $682,700 in 1999
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 increased from $23,900 in 1998 to $49,600 in 1999, primarily due to
rental increases at the Carefree and Garden Walk communities.
Interest income decreased from $3,200 in 1998 to $400 in 1999 due to lower cash
balances maintained by the Partnership.
Property operating expenses increased from $283,800 in 1998 to $293,500 in 1999
due mainly to higher utility costs.
Interest expense decreased from $162,200 in 1998 to $157,500 in 1999 due to
lower interest rates.
General and administrative expenses decreased slightly from $24,300 in 1998 to
$21,700 in 1999 due mainly to lower employee time charges charged to the General
Partners.
Six months ended June 30, 1999 as compared to six months ended June 30, 1998
- ----------------------------------------------------------------------------
Results of Operations
- ---------------------
The Partnership realized net income of $260,300 and $126,200 for the six months
ended June 30, 1999 and 1998, respectively. Net income per limited partnership
unit was $1.67 in 1999 compared to $0.80 in 1998.
Rent and utilities revenues increased from $1,285,700 in 1998 to $1,360,800 in
1999 due to rental increases recognized in the communities.
Equity in earnings of joint ventures and limited partnerships represents the
Partnership's share of the net income of five joint ventures and limited
partnership properties. Equity in earnings of joint ventures and limited
partnerships increased from $56,200 in 1998 to $116,900 in 1999, primarily due
to rental increases at the Carefree and Garden Walk Communities.
Interest income decreased from $10,600 in 1998 to $800 in 1999 due to lower cash
balances maintained by the partnership.
8
<PAGE>
Property operating expenses increased from $549,300 in 1998 to $562,900 in 1999
due mainly to higher utilities and higher advertising costs.
Interest expense decreased from $334,100 in 1998 to $316,300 in 1999 due to
lower interest rates.
General and administrative expenses decreased from $55,900 in 1998 to $44,100 in
1999 due to lower employee charges charged to the General Partners.
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary sources of cash during the six months ended June 30,
1999 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.
No further investment property acquisitions are planned by the General Partners.
At June 30, 1999, the Partnership's total mortgage debt, including its
proportionate share of joint venture and limited partnership debt, was
$14,839,500, consisting of $1,500,000 of fixed rate debt and $13,339,500 of
variable rate debt. The average rate of interest on the fixed and variable rate
debt was 8.8% and 8.0%, respectively at June 30, 1999.
The future sources of cash for the Partnership will be provided from property
operations, cash reserves, and ultimately from the sale of the 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.
Inflation
- ---------
All of the leases or terms of tenants' occupancies at the properties allow for
at least annual rental adjustments. In addition, all of the leases are month-
to-month and enable the Partnership to seek market rentals upon reletting the
sites. Such leases generally minimize the risk to the Partnership of any
adverse effect of inflation.
Year 2000 Compliance
- --------------------
The General Partners have assessed the impact of the year 2000 issue on its
reporting systems and operations. The year 2000 issue exists because many
computer systems and applications abbreviate dates by eliminating the first two
digits of the year, assuming that these two digits are always "19". As a
result, date-sensitive computer programs may recognize a date using "00" as the
year 1900 rather than the year 2000. Unless corrected, the potential exists for
computer system failures or incorrect processing of financial and operational
information, which could disrupt operations.
Substantially all of the computer systems and applications and operating systems
in use in use by the Windsor Corporation and the properties have been, or are in
the process of being upgraded and modified. The Partnership is of the opinion
that, in connection with those upgrades and modifications, it has addressed
applicable year 2000 issues as they might affect the computer systems and
applications located in the Partnership's offices and properties. The
Partnership anticipates that implementation of solutions to any year 2000 issue
which it may discover will require the expenditure of sums which the Partnership
does not expect to be material.
9
<PAGE>
The Partnership is exposed to the risk that one or more of its vendors or
service providers may experience year 2000 problems which impact the ability of
such vendor or service provider to provide goods and services. Due to the
availability of alternative suppliers, this is not considered as significant a
risk with respect to the suppliers of goods. The disruption of certain
services, however, such as utilities, could, depending upon the extent of the
disruption, have a material adverse impact on the Partnership's operations. To
date, the Partnership is not aware of any vendor or service provider year 2000
issue that management believes would have a material adverse impact on the
Partnership's operations. The Partnership, however, has no means of ensuring
that its vendors or service providers will be year 2000 ready. The inability of
vendors or service providers to complete the year 2000 resolution process in a
timely fashion could have an adverse impact on the Partnership and the effect of
non-compliance by vendors or service providers is not determinable at this time.
Residents who pay rent to the Partnership do not pose year 2000 problems for the
Partnership given the type and nature of the Partnership's properties and
residents.
Widespread disruptions in the national or international economy, including
disruptions affecting the financial markets, resulting from year 2000 issues, or
in certain industries, such as commercial or investment banks, could also have
an adverse impact on the Partnership. The likelihood and effect of such
disruptions is not determinable at this time.
Management expects to have all systems appropriately modified before any
significant processing malfunctions could occur and does not expect the year
2000 issue will materially impact the financial condition or operations of the
Partnership.
10
<PAGE>
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
None
11
<PAGE>
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
By: The Windsor Corporation, its General Partner
By /s/ Steven G. Waite
---------------------------------
STEVEN G. WAITE
President
Date: August 13, 1999
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 260,400
<SECURITIES> 0
<RECEIVABLES> 77,700
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13,971,400
<DEPRECIATION> (3,429,100)
<TOTAL-ASSETS> 15,638,000
<CURRENT-LIABILITIES> 0
<BONDS> 7,220,000
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 15,638,000
<SALES> 0
<TOTAL-REVENUES> 1,492,400
<CGS> 0
<TOTAL-COSTS> 562,900
<OTHER-EXPENSES> 352,900
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 316,300
<INCOME-PRETAX> 260,300
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 260,300
<EPS-BASIC> 1.67
<EPS-DILUTED> 1.67
</TABLE>
