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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 September 30, 2000
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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 000-21722
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WINDSOR PARK 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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California 33-0243223
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
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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 (__)
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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 10
SIGNATURE 11
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PART I
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Certain matters discussed under "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 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
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Item 1. Financial Statements
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WINDSOR PARK PROPERTIES 7
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(A California Limited Partnership)
BALANCE SHEET
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(unaudited)
ASSETS September 30, 2000
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Property held for investment, net $10,053,300
Investments in joint ventures and limited partnerships 3,999,900
Cash and cash equivalents 575,700
Deferred financing costs, net 79,200
Other assets 326,800
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Total Assets $15,034,900
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LIABILITIES AND PARTNERS' EQUITY
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Liabilities:
Mortgage notes payable $ 7,220,000
Accrued expenses 397,100
Due to general partners and affiliates 518,000
Tenant deposits and other liabilities 43,900
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Total Liabilities 8,179,000
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Partners' Equity:
Limited partners 6,913,100
General partners (57,200)
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Total Partners' Equity 6,855,900
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Total Liabilities and Partners' Equity $15,034,900
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See accompanying notes to financial statements.
2
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WINDSOR PARK PROPERTIES 7
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(A California Limited Partnership)
STATEMENTS OF OPERATIONS
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(unaudited)
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Three Months Ended September 30,
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2000 1999
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REVENUES
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Rent and utilities $728,700 $698,300
Equity in earnings of joint ventures
and limited partnerships 56,700 57,000
Interest 10,000 400
Other 6,600 7,500
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802,000 763,200
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COSTS AND EXPENSES
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Property operating 304,100 324,700
Interest 182,900 160,800
Depreciation 165,200 158,200
General and administrative:
Related parties 11,300 6,300
Other 63,000 44,100
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726,500 694,100
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Net income $ 75,500 $ 69,100
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Net income - general partners $ 800 $ 700
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Net income - limited partners $ 74,700 $ 68,400
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Basic and diluted earnings per limited partnership unit $ 0.49 $ 0.45
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See accompanying notes to financial statements.
3
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WINDSOR PARK PROPERTIES 7
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(A California Limited Partnership)
STATEMENTS OF OPERATIONS
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(unaudited)
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Nine Months Ended September 30,
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2000 1999
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REVENUES
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Rent and utilities $2,147,300 $2,059,100
Equity in earnings of joint ventures
and limited partnerships 165,600 173,900
Interest 14,100 1,100
Other 22,000 21,400
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2,349,000 2,255,500
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COSTS AND EXPENSES
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Property operating 933,700 887,500
Interest 531,600 477,100
Depreciation 470,900 467,000
General and administrative:
Related parties 24,900 19,000
Other 138,000 75,500
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2,099,100 1,926,100
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Net income $ 249,900 $ 329,400
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Net income - general partners $ 2,500 $ 3,300
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Net income - limited partners $ 247,400 $ 326,100
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Basic and diluted earnings per limited partnership unit $ 1.62 $ 2.11
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See accompanying notes to financial statements.
4
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WINDSOR PARK PROPERTIES 7
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(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
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(unaudited)
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Nine Months Ended September 30,
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2000 1999
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Cash flows from operating activities:
Net income $ 249,900 $ 329,400
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 470,900 467,000
Equity in earnings of joint ventures and limited partnerships (165,600) (173,900)
Joint ventures' and limited partnerships cash distributions 165,600 173,900
Amortization of deferred financing costs 31,900 31,800
Changes in operating assets and liabilities:
Increase in other assets (196,000) (72,900)
Decrease in accounts payable - (1,500)
Increase in due to general partners and affiliates 406,700 94,400
Increase in accrued expenses 170,300 41,400
Decrease in tenant deposits and other liabilities (1,200) (200)
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Net cash provided by operating activities 1,132,500 889,400
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Cash flows from investing activities:
Increase in property held for investment (128,200) (91,800)
Joint ventures' and limited partnerships' cash distributions 347,400 283,200
Investment in joint ventures and limited partnerships - (30,300)
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Net cash provided by investing activities 219,200 161,100
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Cash flows from financing activities:
Cash distributions to partners (862,100) (877,200)
Repurchase of limited partnership units (109,100) (80,200)
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Net cash used in financing activities (971,200) (957,400)
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Net increase in cash and cash equivalents 380,500 93,100
Cash and cash equivalents at beginning of period 195,200 183,600
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Cash and cash equivalents at end of period $ 575,700 $ 276,700
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See accompanying notes to financial statements.
5
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WINDSOR PARK PROPERTIES 7
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(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
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NOTE 1. THE PARTNERSHIP
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Windsor Park Properties 7, A California Limited Partnership (the "Partnership"),
was formed in September 1989 for the purpose of acquiring and holding existing
manufactured home communities for investment. The General Partners of the
Partnership are The Windsor Corporation, a California corporation ("TWC"), and
John A. Coseo, Jr. (together with TWC, the "General Partners"). In September
1998, Chateau Communities, Inc., a publicly held real estate investment trust
("Chateau"), purchased 100% of the outstanding shares of capital stock of TWC.
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.
At September 30, 2000, the Partnership's portfolio was comprised of five wholly-
owned and five partially-owned manufactured home communities located in four
states.
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. As a result, the General
Partners have approved, and recommend that the Partnership proceed with, a plan
of liquidation (the "Plan of Liquidation"), pursuant to which the Partnership
will sell its five wholly-owned properties and its partial ownership interests
in five other properties (collectively, the "Properties") to N'Tandem Trust, a
California business trust ("N'Tandem"), and, thereafter, make liquidating
distributions to the partners in accordance with the terms of the Partnership
Agreement (the "Proposed Transactions"). On September 27, 2000, the General
Partners mailed to the Limited Partners a Consent Solicitation Statement
describing the Proposed Transactions and requesting the consent of such Limited
Partners to the Proposed Transactions. The consummation of the Proposed
Transactions is subject to the satisfaction of certain conditions, including the
approval of a majority-in-interest of the Partnership's Limited Partners. The
General Partners anticipate that if the Proposed Transactions are approved by
the Limited Partners that the sale of the Properties will close on or before
December 15, 2000 and that final liquidating distributions to the partners will
be made on or before December 31, 2000.
NOTE 2. BASIS OF PRESENTATION
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The balance sheet at September 30, 2000 and the related statements of operations
for the three and nine months ended September 30, 2000 and 1999 and the
statements of cash flows for the nine months ended September 30, 2000 and 1999
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,
1999.
6
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NOTE 3. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS
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The Partnership's investments in joint ventures and limited partnerships consist
of interests in five manufactured home communities at September 30, 2000. The
combined condensed results of operations of the joint venture and limited
partnership properties for the nine months ended September 30, 2000 and 1999 are
as follows:
2000 1999
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Property revenues $3,597,400 $3,423,100
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Expenses:
Property operating 1,792,100 1,719,700
Interest 966,700 891,900
Depreciation 597,900 587,000
General and Administrative 11,200 14,400
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3,367,900 3,213,000
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Net income $ 229,500 $ 210,100
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NOTE 4. BASIC AND DILUTIVE EARNINGS PER LIMITED PARTNERSHIP UNIT
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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
nine months ended September 30, 2000 was 152,035 and 152,661, respectively, and
153,657 and 154,198 for the three and nine months ended September 30, 1999,
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 nine months ended September 30, 2000 and 1999
follows:
2000 1999
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Amount Per Unit Amount Per Unit
------ -------- ------ --------
Net income
Limited Partners $247,400 $1.62 $326,100 $2.11
Return of Capital 611,700 4.01 542,200 3.52
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Total distributions $859,100 $5.63 $868,300 $5.63
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7
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Item 2.
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Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion should be read in conjunction with the financial
statements and notes thereto included elsewhere in this Form 10-QSB.
Three months ended September 30, 2000 as compared to three months ended
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September 30, 1999
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Results of Operations
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The Partnership realized net income of $75,500 and $69,100 for the three months
ended September 30, 2000 and 1999, respectively. The basic and diluted earnings
per limited partnership unit was $0.49 and $0.45 for the three months ended
September 30, 2000 and 1999, respectively.
Rent and utilities revenues increased from $698,300 in 1999 to $728,700 in 2000
due to rental increases at the properties.
Equity in earnings of joint ventures and limited partnerships represents the
Partnership's share of the net income of five manufactured home communities held
by joint ventures and limited partnerships. Equity in earnings of joint ventures
and limited partnerships decreased slightly from $57,000 in 1999 to $56,700 in
2000.
Interest income increased from $400 in 1999 to $10,000 in 2000 due to higher
investment balances maintained by the partnership.
Property operating expenses decreased from $324,700 in 1999 to $304,100 in 2000
due mainly to an adjustment for real estate taxes at The Hills community.
Interest expense increased from $160,800 in 1999 to $182,900 in 2000 due to
higher interest rates on floating rate debt.
General and administrative expenses increased from $50,400 in 1999 to $74,300 in
2000 due to increased legal and accounting fees and costs incurred related to
the preparation of the Consent Solicitation Statement.
Nine months ended September 30, 2000 as compared to nine months ended September
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30, 1999
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Results of Operations
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The Partnership realized net income of $249,900 and $329,400 for the nine months
ended September 30, 2000 and 1999, respectively. The basic and diluted earnings
per limited partnership unit was $1.62 and $2.11 for the nine months ended
September 30, 2000 and 1999, respectively.
Rent and utilities revenues increased from $2,059,100 in 1999 to $2,147,300 in
2000 due to rental increases at the properties.
Equity in earnings of joint ventures and limited partnerships represents the
Partnership's share of the net income of five manufactured home communities held
by joint ventures and limited partnerships. Equity in earnings of joint ventures
and limited partnerships decreased from $173,900 in 1999 to $165,600 in 2000,
primarily due to increased bad debt and legal expenses at the Rancho Margate
community.
Interest income increased from $1,100 in 1999 to $14,100 in 2000 due to higher
investment balances maintained by the partnership.
8
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Property operating expenses increased from $887,500 in 1999 to $933,700 in 2000
due mainly to increased payroll, repairs and maintenance, and utility expenses
at the North Glen Village and The Hills communities.
Interest expense increased from $477,100 in 1999 to $531,600 in 2000 due to
higher interest rates on floating rate debt.
General and administrative expenses increased from $94,500 in 1999 to $162,900
in 2000 due to increased legal and accounting fees and costs incurred related to
the preparation of the Consent Solicitation Statement.
Liquidity and Capital Resources
-------------------------------
The Partnership's principal sources of liquidity during the nine months ended
September 30, 2000 and 1999 were its cash flow generated from the operation of
its communities and distributions from investments in joint ventures and limited
partnerships. Net cash provided by operating activities was $1,132,500 and
$889,400 for the nine months ended September 30, 2000 and 1999, respectively. At
September 30, 2000, the Partnership's cash amounted to $575,700.
The Partnership's primary uses of its capital resources during the same periods
were for cash distributions to partners and debt service. Cash distributions to
partners totaled $862,100 and $877,200 for the nine months ended September 30,
2000 and 1999, respectively.
The Partnership's principal long-term liquidity requirement will be the
repayment of principal on its outstanding mortgage debt. At September 30, 2000,
the Partnership's total mortgage debt, including its proportionate share of
joint venture and limited partnership debt, was $14,823,500, consisting of
$1,500,000 of fixed rate debt and $13,323,500 of variable rate debt. The
weighted average rate of interest on the fixed and variable rate debt was 8.82%
and 9.60%, respectively, at September 30, 2000.
The future sources of liquidity for the Partnership will be provided from
property operations, cash reserves and ultimately from the sale of its
communities and investments in joint ventures and limited partnerships. The
Partnership expects to meet its short-term liquidity requirements, including
capital expenditures, administration expenses, debt service, and distributions
to partners, from cash flow provided from property operations and distributions
from investments in joint ventures and limited partnerships. The Partnership
expects to meet its long-term liquidity requirement through the sale of its
communities and investments in joint ventures and limited partnerships, and cash
reserves.
Inflation
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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.
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
None
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 7,
A California Limited Partnership
By: The Windsor Corporation, its Managing General Partner
By /s/ Steven G. Waite
---------------------------------
STEVEN G. WAITE
President
Date: November 14, 2000
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