-----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, MkDxIKI0Gj0Ppmg15RJQ+9WMUgWhW+WKqq4OGRb5R8lEB5Rx7/LFrqwHxmyFd7Z5 0aYiQbsS136jBbfwPE1tCQ== 0001021408-99-002015.txt : 19991115 0001021408-99-002015.hdr.sgml : 19991115 ACCESSION NUMBER: 0001021408-99-002015 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINDSOR PARK PROPERTIES 4 CENTRAL INDEX KEY: 0000796177 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330202608 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-15700 FILM NUMBER: 99750949 BUSINESS ADDRESS: STREET 1: 6160 SOUTH SYRACUSE WAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 3037413707 MAIL ADDRESS: STREET 1: 6430 SOUTH QUEBEC STREET STREET 2: SUITE 202 CITY: ENGLEWOOD STATE: CO ZIP: 80111 10QSB 1 FORM 10QSB FOR WINDSOR PARK PROPERTIES #4 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, 1999 ------------------ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ___________ to ___________ Commission file number 0-15700 ------- WINDSOR PARK PROPERTIES 4, A CALIFORNIA LIMITED PARTNERSHIP ----------------------------------------------------------- (Exact name of small business issuer as specified in its charter) California 33-0202608 - --------------------------------------------- -------------------------------- (State or other jurisdiction of incorporation (IRSEmployer Identification No.) or organization) 6160 S. Syracuse Way, Greenwood Village, Colorado 80111 -------------------------------------------------------- (Address of principal executive offices) (303) 741-3707 --------------------------- (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] TABLE OF CONTENTS PART I ------ Page ---- Item 1. Financial Statements 2 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II ------- Item 1. Legal Procedures 10 Item 6. Exhibits and Reports on Form 8-K 10 SIGNATURE 11
PART I ------ 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 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 4, A California Limited Partnership, to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. 1 Item 1. Financial Statements - ------- WINDSOR PARK PROPERTIES 4 ------------------------- (A California Limited Partnership) BALANCE SHEET ------------- (unaudited)
September 30, 1999 ------------------ ASSETS - ------ Cash and cash equivalents $ 219,600 Other assets 10,200 --------------------- Total Assets $ 229,800 ===================== LIABILITIES AND PARTNERS' EQUITY - -------------------------------- Liabilities: Accounts payable $ 400 Due to general partners and affiliates 20,100 Accrued expenses 63,100 --------------------- Total Liabilities 83,600 --------------------- Partners' equity: Limited partners 195,600 General partners (49,400) --------------------- 146,200 --------------------- Total Liabilities and Partners' Equity $ 229,800 =====================
See accompanying notes to financial statements. 2 WINDSOR PARK PROPERTIES 4 ------------------------- (A California Limited Partnership) STATEMENTS OF OPERATIONS ------------------------ (unaudited)
Three Months Ended September 30, ---------------------------------------------------------- 1999 1998 ---------------------------------------------------------- REVENUES - -------- Rent and utilities $ 0 $ 156,400 Equity in earnings of joint ventures and limited partnerships 0 35,600 Interest 20,200 5,500 Other 0 2,300 ------------------------ ------------------------- 20,200 199,800 ------------------------ ------------------------- COSTS AND EXPENSES - ------------------ Property operating 1,900 75,100 Depreciation and amortization 0 30,900 Interest 0 0 General and administrative: Related parties 6,300 7,100 Other 21,600 13,900 Liquidation expenses 100,000 0 ------------------------ ------------------------- 129,800 127,000 ------------------------ ------------------------- Net income (loss) $ (109,600) $ 72,800 ------------------------ ------------------------- Net income (loss) - general partners $ (1,000) $ 700 ------------------------ ------------------------- Net income (loss) - limited partners $ (108,600) $ 72,100 ------------------------ ------------------------- Basic and diluted earnings per limited partnership unit $ (.56) $ 0.37 ======================== =========================
See accompanying notes to financial statements 3 WINDSOR PARK PROPERTIES 4 ------------------------- (A California Limited Partnership) STATEMENTS OF OPERATIONS ------------------------ (unaudited)
Nine Months Ended September 30, ---------------------------------------------------------- 1999 1998 ---------------------------------------------------------- REVENUES - -------- Rent and utilities $ 319,600 $ 657,300 Equity in earnings of joint ventures and limited partnerships 79,200 113,700 Interest 28,300 20,200 Gain on sale of property and joint venture interests 3,687,900 0 Other 4,400 112,500 ------------------------ --------------------------- 4,119,400 903,700 ------------------------ --------------------------- COSTS AND EXPENSES - ------------------ Property operating 129,600 397,500 Depreciation and amortization 65,200 141,100 Interest 0 114,800 General and administrative: Related parties 16,200 24,400 Other 60,300 42,700 Liquidation expenses 290,500 0 ------------------------ --------------------------- 561,800 720,500 ------------------------ --------------------------- Net income $ 3,557,600 $ 183,200 ======================== =========================== Net income - general partners $ 37,900 $ 1,800 ======================== =========================== Net income - limited partners $ 3,519,700 $ 181,400 ======================== =========================== Basic and diluted earnings per limited partnership unit $ 18.03 $ 0.93 ======================== ===========================
See accompanying notes to financial statements 4 WINDSOR PARK PROPERTIES 4 ------------------------- (A California Limited Partnership) STATEMENTS OF OPERATIONS ------------------------ (unaudited)
---------------------------------------------------------- Nine Months Ended September 30, ---------------------------------------------------------- 1999 1998 ---------------------------------------------------------- Cash flows from operating activities: Net income $ 3,557,600 $ 183,200 Adjustments to reconcile net income to net cash Provided by operating activities: Depreciation and amortization 65,200 141,100 Equity in earnings of joint ventures and limited Partnerships (79,200) (113,700) Joint ventures' and limited partnerships cash distributions 79,200 113,700 Gain on sale of property and joint venture interests (3,687,900) (96,400) Amortization of deferred financing costs 0 72,400 Changes in operating assets and liabilities: Decrease (increase) in other assets 6,400 11,100 (Decrease) increase in accounts payable (400) (21,300) Decrease in due to general partners and affiliates (500) (23,300) (Decrease) increase in accrued expenses (900) 65,800 Tenant deposits and other liabilities (16,000) 0 --------------------- ---------------------- Net cash (used in) provided by operating activities (76,500) 332,600 --------------------- ---------------------- Cash flows from investing activities: Investment in joint venture and limited partnerships (63,900) 0 Joint ventures' and limited partnerships cash distributions 117,300 284,000 Proceeds from sale of property and joint venture 8,382,200 1,565,400 interests Increase in property held for investment (25,200) (91,900) --------------------- ---------------------- Net cash provided by investing activities 8,410,400 1,757,500 --------------------- ---------------------- Cash flows from financing activities: Payoff of mortgage note payable 0 (1,775,000) Cash distributions (8,649,900) (440,500) Repurchase of limited partnership units 0 (7,800) --------------------- ---------------------- Net cash (used in) provided by financing activities (8,649,900) (2,223,300) --------------------- ---------------------- Net increase (decrease) in cash and cash equivalents (316,000) (133,200) Cash and cash equivalents at beginning of period 535,600 561,400 --------------------- ---------------------- Cash and cash equivalents at end of period $ 219,600 $ 428,200 ===================== ======================
See accompanying notes to financial statements. 5 WINDSOR PARK PROPERTIES 4 ------------------------- (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTE 1. THE PARTNERSHIP --------------- Windsor Park Properties 4, A California Limited Partnership (the "Partnership"), was formed in June 1986 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. In September 1997, Chateau Communities, Inc., a publicly held real estate investment trust ("Chateau"), purchased 100 percent of the shares of TWC. The Partnership was funded through a public offering of 200,000 limited partnership units at $100 per unit, which commenced in September 1986 and terminated in September 1987. In accordance with the Partnership's Agreement of Limited Partnership, the term of the Partnership expired on December 31, 1997 and, unless the term of the Partnership was extended, the General Partners were obligated to take actions to liquidate and dissolve the Partnership. Accordingly, in the fourth quarter of 1997, the General Partners began to develop a plan to liquidate the Partnership. The first phase of such plan of liquidation involved the Partnership's marketing of its Sunrise Village property, a wholly-owned property, and Harmony Ranch property, a partially-owned property, for sale. As a result, the Partnership sold the Sunrise Village property for approximately $1.7 million to a third party in May 1998. The second phase of such plan of liquidation involved the sale by the Partnership of its Remaining Assets not sold to third parties to N'Tandem Trust, an externally-advised California business trust in which Chateau, as of September 30, 1999, held 9.8% of the outstanding common and preferred shares ("N'Tandem"). The transaction contemplated the sale by the Partnership of its single remaining wholly-owned property and its six partially owned properties (together, the "Remaining Assets") to N'Tandem. The consummation of the transaction was subject to the satisfaction of certain conditions including the approval of a majority of the Partnership's limited partners. On June 30, 1999, the transaction was overwhelmingly approved and consented to by the Limited Partners. The aggregate purchase price paid for the Remaining Assets was $11,871,750 and the net proceeds received by the Partnership were $8,382,200. The Partnership recorded a gain on sale of $3,687,900. On July 15, 1999, the Partnership distributed cash of $8,430,000. Pursuant to the plan of liquidation, the General Partners are currently in the process of liquidating and dissolving the Partnership. The remaining cash will be used for final expenses of the Partnership and a final distribution to the partners. NOTE 2. BASIS OF PRESENTATION --------------------- The balance sheet at September 30, 1999 and the related statements of operations for the three and nine months ended September 30, 1999 and 1998 and the statements of cash flows for the nine months ended September 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 NOTE 3. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS ------------------------------------------------------ The Partnership's investments in joint ventures and limited partnership consisted of interests in six manufactured home communities prior to the sale of these interests on 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 nine months ended September 30, 1998 are as follows: 1999 1998 --------------------- --------------------- Total revenues $ 1,758,600 $ 2,624,300 Expenses: Property operating 793,100 1,237,300 Interest 421,400 675,800 Depreciation 366,500 524,800 General and administrative 11,500 12,600 --------------------- --------------------- 1,592,500 2,450,500 --------------------- --------------------- Net income $ 166,100 $ 173,800 ===================== =====================
NOTE 4. BASIC AND DILUTED EARNINGS PER LIMITED PARTNERSHIP UNIT ------------------------------------------------------- Basic and diluted 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, 1999 was 195,266; and 195,461 and 195,437 for the three and nine months ended September 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 nine months ended September 30, 1999 and 1998 follows:
1999 1998 ------------------------ -------------------- Per Per Amount Unit Amount Unit ------ ---- ------ ---- Net income - Limited Partners $ 3,519,700 $ 18.03 $ 181,400 $ 0.93 Return of capital 5,043,700 25.83 254,300 1.30 ------------- -------- ---------- ------- $ 8,563,400 $ 43.86 $ 435,700 $ 2.23 ============= ======== ========== =======
7 Item 2. Management's Discussion and Analysis of Financial Condition and Results ----------------------------------------------------------------------- of Operations - ------------- Three months ended September 30, 1999 as compared to three months ended - ----------------------------------------------------------------------- September 30, 1998 - ------------------ The following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this Form 10-QSB. Expiration of Term of Partnership - --------------------------------- In accordance with the Partnership Agreement, the term of the Partnership expired on December 31, 1997 and, unless the term of the Partnership was extended, the General Partners were obligated to take actions to liquidate and dissolve the Partnership. Accordingly, in the fourth quarter of 1997, the General Partners began to develop a plan to liquidate the Partnership. The first phase of such plan of liquidation involved the Partnership's marketing of its Sunrise Village property, a wholly-owned property, and Harmony Ranch property, a partially-owned property, for sale. As a result, the Partnership sold the Sunrise Village property for approximately $1.7 million to a third party in May 1998. The second phase of such plan of liquidation involved the sale by the Partnership of its Remaining Assets not sold to third parties to N'Tandem, an externally-advised California business trust in which Chateau, as of September 30, 1999, held 9.8% of the outstanding common and preferred shares. The transaction contemplated the sale by the Partnership of the Remaining Assets to N'Tandem. The consummation of the transaction was subject to the satisfaction of certain conditions including the approval of a majority of the Partnership's limited partners. On June 30, 1999, the transaction was overwhelmingly approved and consented to by the Limited Partners. The aggregate purchase price paid for the Remaining Assets was $11,871,750 and the net proceeds received by the Partnership were $8,382,200. The Partnership recorded a gain on sale of $3,687,900. On July 15, 1999, the Partnership distributed cash of $8,430,000. Pursuant to the plan of liquidation, the General Partners are currently in the process of liquidating and dissolving the Partnership. The remaining cash will be used for final expenses of the Partnership and a final distribution to the partners. Results of Operations - --------------------- The results of operations for the three months ended September 30, 1999 and 1998 are not directly comparable due to the sale of Sunrise Village in May 1998 and the sale of the Remaining Assets on June 30, 1999. The Partnership recognized a net loss of $109,600 and net income of $72,800 for the three months ended September 30, 1999 and 1998, respectively. Net income (loss) per limited partnership unit was ($.56) in 1999 and $0.37 in 1998. General and administrative expense increased from $21,000 in 1998 to $127,900 in 1999 due to liquidation expenses of the Partnership. 8 Nine months ended September 30, 1999 as compared to nine months ended September - ------------------------------------------------------------------------------- 30, 1998 - -------- Results of Operations - --------------------- The results of operations for the nine months ended September 30, 1999 and 1998 are not directly comparable due to the sale of Sunrise Village in May 1998 and the sale of the Remaining Assets on June 30, 1999. The Partnership recognized net income of $3,557,600 and $183,200 for the nine months ended September 30, 1999 and 1998, respectively. Net income per limited partnership unit was $18.03 in 1999 and $0.93 in 1998. Rent and utilities revenues decreased from $657,300 in 1998 to $319,600 in 1999, due to the sale of Sunrise Village and the Remaining Assets. Equity in earnings of joint ventures and limited partnerships represents the Partnership's share of the net income of nine manufactured home communities. Equity in earnings of joint ventures and limited partnerships decreased from $113,700 in 1998 to $79,200 in 1999 due to sale of these interests on June 30, 1999. Property operating expenses decreased from $397,500 in 1998 to $129,600 in 1999 due to the sale of Sunrise Village and the Remaining Assets. Interest expense decreased from $114,800 in 1998 to $0 in 1999 due to the payoff of the Partnership's mortgage debt associated with the sale of Sunrise Village. General and administrative expense increased from $67,100 in 1998 to $367,000 in 1999 due to liquidation expenses of the Partnership. Liquidity and Capital Resources - ------------------------------- The Partnership's primary sources of cash during the nine months ended September 30, 1999 were from the operations of its investment properties, distributions from joint ventures and the sale of its Remaining Assets. The primary uses of cash during the same period were for cash distributions to partners. 9 PART II ------- Item 1. Legal Proceedings ----------------- Information regarding the Partnership's legal proceedings is contained in the Partnership's Consent Solicitation Statement Supplement, as filed with the Securities and Exchange Commission on June 4, 1999, under the caption "Subsequent Events; Legal Proceedings" and is incorporated herein by reference. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits and Index of Exhibits (3) Certificate and Agreement of Limited Partnership filed as Exhibit A to the Partnership's Registration Statement No. 33- 6812 and incorporated herein by reference. (27) Financial Data Schedule (aa) Consent Solicitation Statement Supplement, dated June 2, 1999, filed as Exhibit (d) (2) to the Partnership's Schedule 13E-3 (Amendment No. 4) and incorporated herein by reference. (b) Reports on Form 8-K On July 15, 1999, the Partnership filed a Current Report on Form 8-K, dated June 30, 1999, reporting, under Item 2, the sale of the Partnership's Remaining Assets to N'Tandem Trust. 10 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 4, A California Limited Partnership By: The Windsor Corporation, its Managing General Partner By /s/ Steven G. Waite -------------------------------- STEVEN G. WAITE President Date: November 12, 1999 11 EX-27 2 FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 219,600 0 10,200 0 0 0 0 0 229,800 0 0 0 0 0 0 229,800 0 4,119,400 0 129,600 432,200 0 0 3,557,600 0 0 0 0 0 3,557,600 18.03 18.03
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