-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ArqHuSDhN0i7dCWpnZG78mDKna+hUoupE+knEern1rqxSqZpRjz3r424CTB6OBoK sVjrqSSgnbg8vx1f6189eg== 0000898430-96-001837.txt : 19960515 0000898430-96-001837.hdr.sgml : 19960515 ACCESSION NUMBER: 0000898430-96-001837 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINDSOR PARK PROPERTIES 3 CENTRAL INDEX KEY: 0000774544 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330115651 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-15699 FILM NUMBER: 96562968 BUSINESS ADDRESS: STREET 1: 120 W GRAND AVE STE 202 CITY: ESCONDIDO STATE: CA ZIP: 92025 BUSINESS PHONE: 6197462411 MAIL ADDRESS: STREET 1: 120 W GRAND AVENUE STREET 2: SUITE 202 CITY: ESCONDIDO STATE: CA ZIP: 92025 10QSB 1 FORM 10-QSB 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, 1996 ------------------------- [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to ------------- ------------- Commission file number 0-15699 ------------------------------------- WINDSOR PARK PROPERTIES 3, A CALIFORNIA LIMITED PARTNERSHIP ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) California 33-0115651 - ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 120 W. Grand Avenue, Suite 202, Escondido, California 92025 ------------------------------------------------------------ (Address of principal executive offices) (619) 746-2411 ----------------------------------------------------------- (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 TABLE OF CONTENTS PART I ------
Page ---- 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 2 WINDSOR PARK PROPERTIES 3 ---------------------------------- (A California Limited Partnership) BALANCE SHEET ---------------------------------- (unaudited)
March 31, 1996 ----------------- ASSETS - ------ Property held for investment: Land $ 1,228,300 Buildings and improvements 5,018,700 Fixtures and equipment 87,300 ----------------- 6,334,300 Less accumulated depreciation (2,254,300) ----------------- 4,080,000 Investments in joint ventures 921,400 Cash and cash equivalents 1,086,200 Deferred financing costs 141,300 Other assets 46,200 ----------------- $ 6,275,100 ================= LIABILITIES AND PARTNERS' EQUITY - -------------------------------- Liabilities: Mortgage notes payable $ 2,850,000 Accounts payable 31,000 Accrued expenses 82,100 Tenant deposits and other liabilities 51,100 ----------------- 3,014,200 ----------------- Partners' equity: Limited partners 3,813,400 General partners (552,500) ----------------- 3,260,900 ----------------- $ 6,275,100 =================
See accompanying notes to financial statements 3 WINDSOR PARK PROPERTIES 3 ---------------------------------- (A California Limited Partnership) STATEMENTS OF OPERATIONS ---------------------------------- (unaudited)
Three Months Ended March 31, ---------------------------- 1996 1995 ------------- ------------ REVENUES - -------- Rent and utilities $ 326,000 $ 245,700 Equity in earnings of joint ventures 10,600 7,500 Interest 11,500 3,100 Other 10,700 11,000 ------------- ------------ 358,800 267,300 ------------- ------------ COSTS AND EXPENSES - ------------------ Property operating 203,000 176,300 Interest 53,300 Depreciation and amortization 47,700 26,800 General and administrative: Related parties 16,700 18,700 Other 10,700 15,800 ------------- ------------ 331,400 237,600 ------------- ------------ Net income $ 27,400 $ 29,700 ============= ============ Net income - general partners $ 300 $ 300 ============= ============ Net income - limited partners $ 27,100 $ 29,400 ============= ============ Net income per limited partnership unit $ 0.14 $ 0.15 ============= ============
See accompanying notes to financial statements 4 WINDSOR PARK PROPERTIES 3 ---------------------------------- (A California Limited Partnership) STATEMENTS OF CASH FLOWS ---------------------------------- (unaudited)
Three Months Ended March 31, ---------------------------- 1996 1995 ----------- ------------- Cash flows from operating activities: Net income $ 27,400 $ 29,700 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 47,700 26,800 Equity in earnings of joint ventures (10,600) (7,500) Joint ventures' cash distributions 10,600 7,500 Loss on sale of property held for investment 1,100 Amortization of deferred financing costs 4,100 Changes in operating assets and liabilities: Other assets 88,300 1,600 Accounts payable (17,300) (7,400) Accrued expenses (1,700) Tenant deposits and other liabilities 5,600 (4,800) ----------- ------------- Net cash provided by operating activities 156,900 44,200 ----------- ------------- Cash flows from investing activities: Increase in property held for investment (92,800) (16,200) Joint ventures' cash distributions 16,100 27,200 Proceeds from sale of property held for investment 500 500 ----------- ------------- Net cash (used in) provided by investing activities (76,200) 11,500 ----------- ------------- Cash flows from financing activities: Proceeds from mortgage note payable 778,500 Cash distributions (147,400) (73,700) Payment of deferred financing costs (100,400) Repurchase of limited partnership units (27,900) (500) ----------- ------------- Net cash provided by (used in) financing activities 502,800 (74,200) ----------- ------------- Net increase (decrease) in cash and cash equivalents 583,500 (18,500) Cash and cash equivalents at beginning of period 502,700 260,000 ----------- ------------- Cash and cash equivalents at end of period $ 1,086,200 $ 241,500 =========== =============
See accompanying notes to financial statements. 5 WINDSOR PARK PROPERTIES 3 ---------------------------------- (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS ---------------------------------- NOTE 1. BASIS OF PRESENTATION --------------------- The balance sheet at March 31, 1996 and the related statements of operations and of cash flows for the three months ended March 31, 1996 and 1995 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. NOTE 2. PROPERTY HELD FOR INVESTMENT ---------------------------- On January 17, 1996, the Partnership purchased the Trailmont manufactured home community located in Nashville, Tennessee. The community is situated on 30 acres of land and contains 131 manufactured home sites. The Partnership's cost of the property was $2,114,600. NOTE 3. INVESTMENTS IN JOINT VENTURES ----------------------------- The Partnership's investments in joint ventures consist of undivided interests in two manufactured home communities. The combined condensed results of operations of these properties for the three months ended March 31, 1996 and 1995 follows:
1996 1995 ----------- ----------- Total revenues $ 245,800 $ 219,200 ----------- ----------- Expenses: Property operating 124,700 127,600 Depreciation 65,400 65,200 Interest 27,400 ----------- ----------- 217,500 192,800 ----------- ----------- Net income $ 28,300 $ 26,400 =========== ===========
NOTE 4. MORTGAGE NOTES PAYABLE ---------------------- On January 17, 1996, the Partnership obtained a $1,800,000 loan collateralized by the Pondarosa, Little Eagle and Shady Hills manufactured home communities. The loan is payable in monthly interest only installments bearing interest at 90 day LIBOR plus 2.95% (8.4% at March 31, 1996) and is due in January 2003. The Partnership incurred loan costs of $100,400. On January 17, 1996, in connection with the purchase of the Trailmont manufactured home community, the Partnership obtained a $1,050,000 loan collateralized by the property. The loan is payable in monthly interest only installments bearing interest at a fixed rate of 8.41% and is due in 6 January 2003. The Partnership incurred loan costs of $45,000. NOTE 5. NET INCOME 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, 1996 and 1995 was 198,278 and 200,262, respectively. NOTE 6. RELATED PARTY TRANSACTIONS -------------------------- The General Partners of the Partnership are The Windsor Corporation, a California corporation, and John A. Coseo, Jr. (Mr. Coseo is also the president, chief executive officer and the principal stockholder of The Windsor Corporation.) The General Partners are entitled to receive various fees and compensation from the Partnership which are summarized as follows: Operational Stage - ----------------- The net profits and losses of the Partnership during the operational stage are allocated 99% to the Limited Partners and 1% to the General Partners. Cash distributions from operations are allocated 95% to the Limited Partners and 5% to the General Partners. The Partnership reimburses The Windsor Corporation for certain direct expenses, and employee, executive and administrative time, which are incurred on the Partnership's behalf. The Partnership was charged $19,200 and $21,100 for such costs during the three months ended March 31, 1996 and 1995, respectively. These costs are included in property operating and general and administrative expenses in the accompanying Statements of Operations. Liquidation Stage - ----------------- The General Partners receive 1% of the profits, losses, and cash distributions from the sale or financing of Partnership properties. This participation increases to 15% after the Limited Partners have received their original invested capital plus a 9% cumulative, non-compounded annual return. During the three months ended March 31, 1996 and 1995, the General Partners received cash distributions of $7,400 and $3,700, respectively. 7 NOTE 7. 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, 1996 and 1995 follows:
1996 1995 ---------------------- -------------------------- Per Per Amount Unit Amount Unit ----------- ------- ------------- -------- Net income - - limited partners $ 27,100 $ 0.14 $ 29,400 $ 0.15 Return of capital 112,900 0.57 40,600 0.20 ----------- ------- ------------- -------- $ 140,000 $ 0.71 $ 70,000 $ 0.35 =========== ======= ============= ========
NOTE 8. SUPPLEMENTAL CASH FLOW INFORMATION ----------------------------------
1996 1995 ----------- ---------- Supplemental disclosure of cash flow information: Cash paid during the period for: Interest (none capitalized) $ 29,400 $ -- =========== ==========
Supplemental schedule of non-cash investing and financing activities: - --------------------------------------------------------------------- In 1996, the Partnership acquired the Trailmont community in which a new note payable was obtained and a portion of the proceeds from the refinancing of existing Partnership properties was remitted directly to the seller, as follows:
1996 ----------------- Total property cost $ 2,114,600 Note payable proceeds, net (1,005,000) Existing property financing proceeds to seller (1,021,500) ----------------- Cash paid $ 88,100 =================
8 WINDSOR PARK PROPERTIES 3 ------------------------- (A California Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- Changes in Financial Condition - ------------------------------ March 31, 1996 as compared to December 31, 1995 - ----------------------------------------------- The Partnership's primary sources of cash during the three months ended March 31, 1996 were from the operations of its investment properties, cash distributions from joint ventures and proceeds from mortgage notes payable. The primary uses of cash during the same period were for the purchase of an investment property and cash distributions to partners. In January 1996, the Partnership obtained a $1,800,000 loan collateralized by the Pondarosa, Little Eagle and Shady Hills manufactured home communities. The loan is payable in monthly interest only installments bearing interest at 90 day LIBOR plus 2.95% (8.4% at March 31, 1996) and is due in January 2003. In January 1996, the Partnership purchased the Trailmont manufactured home community located in Nashville, Tennessee. The Partnership's total cost of the property was $2,114,600. In connection with the purchase, the Partnership obtained a $1,050,000 loan, collateralized by the community. The loan, which is due in January 2003, bears interest at a fixed rate of 8.41% and is payable in monthly interest only installments. No further property financings are planned by the General Partners. Subsequent to the Trailmont acquisition in January 1996, the Partnership is holding approximately $1 million of excess loan proceeds. The General Partners intend to use these funds for a 70 space expansion of the Trailmont community, which is currently under consideration, and for replenishing Partnership cash reserves. Should the expansion of Trailmont not prove feasible, the General Partners may consider the acquisition of an interest in one additional manufactured home community. 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 and distributions to partners. 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. Results of Operations - --------------------- Three months ended March 31, 1996 as compared to three months ended - ------------------------------------------------------------------- March 31, 1995 - -------------- The results of operations for the three months ended March 31, 1996 and 1995 are not directly comparable due to the purchase of the Trailmont community in January 1996. The Partnership realized net income of $27,400 and $29,700 for the three months ended March 31, 1996 and 1995, respectively. Net income per limited partnership unit was $0.14 in 1996 and $0.15 in 1995. As a result of the investment property purchase described above, all major revenue and expense categories increased in 1996, specifically rent and utilities revenues, property operating costs, and deprecation and amortization. 9 The overall occupancy of the Partnership's five wholly-owned communities was 80% at March 31, 1996, compared to 73% for four wholly-owned properties at March 31, 1995. The newly acquired Trailmont community was 100% occupied at March 31, 1996. The Partnership implemented $5 per month rent increases at both Pondarosa and Little Eagle effective January 1996. Equity in earnings of joint ventures, which reflects the Partnership's share of the net income of the Big Country Estates and Harmony Ranch manufactured home communities, was $10,600 and $7,500 for the three months ended March 31, 1996 and 1995, respectively. The overall occupancy of the two joint venture properties increased from 85% at March 31, 1995 to 92% at March 31, 1996. In addition, recent rent increases include $12 per month at Big Country effective February 1996, and $10 per month at Harmony Ranch effective October 1995. Interest expense of $53,300 in 1996 was incurred on the two loans obtained by the Partnership in January 1996, as discussed previously. No interest expense was incurred in 1995. General and administrative expense decreased from $34,500 in 1995 to $27,400 in 1996, due mainly to proxy solicitation costs which were incurred in 1995. 10 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 1) A Form 8-K (dated January 26, 1996) was filed with regards to the Partnership's acquisition of the Trailmont manufactured home community located in Nashville, Tennessee. The item reported in this current report was Item 2 (acquisition or disposition of assets). 2) A Form 8-K/A (dated March 15, 1996) was filed with regards to the Partnership's acquisition of the Trailmont manufactured home community located in Nashville, Tennessee. The items reported in this current report were Item 2 (acquisition or disposition of assets) and Item 7 (financial statements, proforma financial information and exhibits). A summary of the financial information included in the report follows: a) Financial Statements and Proforma Financial Information of Trailmont Manufactured Home Community. b) Proforma Financial Information of Windsor Park Properties 3. 11 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 3, A California Limited Partnership -------------------------------- (Registrant) By: The Windsor Corporation, General Partner By /s/ John A. Coseo, Jr. -------------------------------------------------- JOHN A. COSEO, JR. Chief Financial Officer (Principal Accounting Officer) Date: May 10, 1996 12 EX-27 2 FINANCIAL DATA SCHEDULE - ARTICLE 5
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET OF WINDSOR PARK PROPERTIES 3 AS OF MARCH 31, 1996 AND THE RELATED STATEMENTS OF OPERATIONS AND OF CASH FLOWS FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1,086,200 0 0 0 0 0 6,334,300 2,254,300 6,275,100 0 2,850,000 0 0 0 3,260,900 6,275,100 0 358,800 0 203,000 75,100 0 53,300 27,400 0 27,400 0 0 0 27,400 0.14 0 Limited and general partners equity. Net income per limited partnership unit.
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