WINTHROP PARTNERS 79 LTD PARTNERSHIP
10-Q, 1995-11-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                            SECURITIES AND EXCHANGE
                                 COMMISSION
                            Washington, DC 20549
                                 FORM 10-Q
                     Quarterly Report Under Section 13 or 15(d)
                        of the Securities Exchange Act of 1934

September 30, 1995
(Quarter Ended)

0-9224
(Commission File Number)

Winthrop Partners 79
Limited Partnership
(Exact Name of Registrant as specified in its charter)

Massachusetts
(State or other jurisdiction of incorporation or organization)

04-2654152
(I.R.S. Employer Identification Number)

One International Place, Boston, Massachusetts
(Address of principal executive offices)

02110
(Zip Code)

(617) 330-8600
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  proceeding 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>



                           PART 1 - FINANCIAL INFORMATION

STATEMENTS OF INCOME
<TABLE>


For the three and six months ended                            Three Months Ended                 Nine Months Ended
September 30, 995 and 1994                                        September 30,                    September 30,
(Unaudited) (Note 1).......................                        1995            1994             1995             1994
<S>                                                         <C>             <C>                <C>             <C>
Income:
    Rental income from real estate leases accounted         
       for under the operating method                       $   209,307     $    204,303       $   763,331$    $    735,989
Interest on short-term investments                                2,521            3,556            10,652            8,532
Interest income on real estate leases accounted
       for under the financing method                            99,344          105,496           302,576          320,044
    Other income                                                311,172          313,355         1,076,559        1,064,565

Expenses:
    Interest                                                     75,253           80,534           238,821          256,863
    Depreciation and amortization                                37,417           47,387           112,253          142,161
Management fees                                                   5,222            4,734            17,857           17,992
General and administrative                                        5,348           18,659            48,427           73,811
                                                                123,240          151,313           417,358          490,827
Net income                                                      187,932          162,042           659,201          573,738
Net income allocated to General Partners                         15,035           12,963            52,736           45,899
Net income allocated to Limited Partners                        172,897          149,079           606,465          527,839
Net income per Unit of Limited Partnership
    Interest                                                      17.28            14.90             60.62            52.76
</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>



BALANCE SHEETS

<TABLE>
September 30, 1995 and December 31, 1994                                        September 30, 1995                 December 31, 1994
(Note 1)............................(Unaudited)      (Audited)

<S>                                                                             <C>                       <C>
ASSETS
Real Estate Leased to Others:
Accounted for under the operating method,
  at cost, net of accumulated depreciation
    of $3,173,631 and $3,068,851 as of
    September 30,1995 and December 31,
    1994, respectively                                                          $      5,412,591          $      5,504,371
Accounted for under the financing method                                               3,149,693                 3,322,188
Other Assets:                                                                          8,562,284                 8,826,559
Cash and cash equivalents, at cost,
    which approximates market value                                                      272,827                   193,224
Other costs, net of accumulated amortization of
    $54,374 and $46,901 as of September 30, 1995
    and December 31, 1994, respectively                                                  166,867                   214,954
                                                                                $      9,001,978          $      9,234,737

LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable
Accounts payable and accrued expenses                                           $      2,948,652          $      3,124,047
Distributions payable to Partners                                                         37,732                    28,956
Partners' Capital:                                                                       211,620                   208,566
Limited Partners                                                                       3,198,004                 3,361,569
    Units of Limited Partnership Interest, $1,000
    stated value per Unit; authorized issued and
    outstanding - 10,005 Units                                                         6,048,985                 6,113,106
General Partners                                                                        (245,011)                 (239,938)
                                                                                       5,803,974                 5,873,168
                                                                                $      9,001,978          $      9,234,737


</TABLE>
The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>


STATEMENTS OF CASH FLOWS

<S>                                                                             <C>                       <C>
For the nine months ended                                                            Nine Months                Nine Months
September 30, 1995 and 1994                                                                Ended                      Ended
(Unaudited) (Note 1).....................                                     September 30, 1995         September 30, 1994
Cash flows from operating activities:
   Net income                                                                   $        659,201          $        574,049
   Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization                                                       112,253                   142,161
     Minimum lease payments received, net of
      interest income earned, on leases accounted
      for under the financing method                                                     172,495                   151,082
   Changes in assets and liabilities:
     Increase in accounts payable
      and accrued expenses                                                                 8,776                   (60,394)
     Increase in distribution payable
      to Partners                                                                          3,054                   101,206
     Increase in deferred costs                                                           40,614                    13,258
     Decrease (increase) in other assets                                                 996,393                   921,362
Net cash provided by operating activities Cash flows from investing activities:
   Improvements to property                                                              (13,000)                     --
Cash flows from financing activities:
   Principal payments on mortgage notes                                                 (175,395)                 (134,229)
   Cash distributions paid or accrued to Partners                                       (728,395)                 (640,840)
   Net cash used by financing activities                                                (903,790)                 (775,069)
   Net increase (decrease) in cash and cash equivalents                                   79,603                   154,148
Cash and cash equivalents, beginning of period                                           193,224                   217,413
Cash and cash equivalents, end of period                                        $        272,827          $        371,561
</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>


STATEMENTS OF CHANGES IN PARTNER'S CAPITAL



For the nine months ended                          Units of
September 30, 1995 and 1994                         Limited              General             Limited
(Unaudited) (Note 1)                              Partnership           Partners'           Partners'             Total
                                                   Interest              Capital             Capital             Capital

<S>                                                  <C>       <C>                   <C>                  <C>
Balance, December 31, 1994                           10,005    $        (239,938)    $      6,113,106     $      5,873,168
Cash distributions paid or accrued                                       (57,809)            (670,586)            (728,395)
Net income                                                                52,736              606,465              659,201
Balance, September 30, 1995                          10,005    $        (245,011)    $      6,048,985     $      5,803,974

Balance, December 31, 1993                           10,005    $        (225,375)    $      6,268,454     $      6,043,079
Cash distributions paid or accrued                                       (55,675)            (640,266)            (695,941)
Net income                                                                45,899              527,839              573,738
Balance, September 30, 1994                          10,005    $        (235,151)    $      6,156,027     $      5,920,876

</TABLE>
The accompanying notes are an integral part of these financial statements.


<PAGE>



NOTES TO FINANCIAL STATEMENTS
September 30, 1995
(Unaudited)

1.   Accounting and Financial Reporting Policies

     The condensed  financial  statements  included herein have been prepared by
    the Registrant,  without audit, pursuant to the rules and regulations of the
    Securities  and  Exchange  Commission.   The  Registrant's   accounting  and
    financial  reporting  policies are in  conformity  with  generally  accepted
    accounting  principles and include adjustments in interim periods considered
    necessary  for a fair  presentation  of the results of  operations.  Certain
    information  and  footnote   disclosures   normally  included  in  financial
    statements   prepared  in  accordance  with  generally  accepted  accounting
    principles  have  been  condensed  or  omitted  pursuant  to such  rules and
    regulations.  It is suggested that these condensed  financial  statements be
    read in  conjunction  with the  financial  statements  and the notes thereto
    included in the Registrant's latest annual report on Form 10-K.

     The accompanying  financial statements reflect the Partnership's results of
    operations for an interim period and are not  necessarily  indicative of the
    results of operations for the year ending December 31, 1995.

2.   Taxable Income

     The  Partnership's  taxable  income for 1995 is expected to differ from the
    net income for financial  reporting purposes primarily due to the accounting
    for certain real property  leases under the  financing  method for financial
    reporting  purposes and the  operating  method for tax purposes and from the
    difference  between   depreciation  for  financial  reporting  purposes  and
    depreciation for tax purposes calculated using the accelerated cost recovery
    system.

3.   Statements of Cash Flows

    The following details supplemental cash flow information:
<TABLE>

                                                    1994                     1993

<S>                                               <C>                      <C>                
    Cash paid for interest                        $265,588                 $272,027
</TABLE>



<PAGE>



MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


   Cash is required to pay the Partnership's management fees, operating, general
and administrative expenses and principal and interest on mortgage indebtedness.
The Partnership's rental and interest income is sufficient and is expected to be
sufficient  in future  years to pay all of these  expenses as well as to provide
for cash  distributions  to the  Partners  from  operations.  The  Partnership's
reserve balance is approximately $62,000.
   Rental  income  received in the Third Quarter of 1995 was  approximately  the
same as that received in the Third Quarter 1994. All rental  payments due to the
Partnership from its ten leased properties are current through the Third Quarter
with the  exception of checks from J.C.  Penney and Wal-Mart  which were lost in
the mail and are being reissued.  These missing  payments are, in the aggregate,
$37,805.10 or $3.40 per unit.
   The  Partnership is negotiating a two and one half year extension of the J.C.
Penney  mortgage  maturity  date.  The proposed new maturity  date is January 1,
1998.
   Creative  Paint and  Wallpaper  paid their past due lease and real estate tax
payments  simultaneously  with an assignment  of their lease to Floors,  Inc. on
September  1,  1995.  The  Partnership  agreed to the  assignment  in return for
Floor's  agreement to increase the rental rate during the two new option periods
commencing on February 1, 2001.
   The Partnership's results of operations in future years may differ from those
experienced  during the quarter ended September 30, 1995,  since the Partnership
will receive step rents and may receive  percentage  rent, as  applicable,  from
those tenants who operate  retail stores in the  Partnership's  properties.  The
Partnership may also sell some of its properties.


                                                    PART II - OTHER INFORMATION

All items are inapplicable.

SIGNATURES

   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Winthrop Partners 79 Limited Partnership
(Registrant)

BY:   One Winthrop Properties, Inc.
      Managing General Partner



BY:   /s/ Anthony R. Page
      Anthony R. Page
      Chief Financial Officer

BY:  /s/ Richard J. McCready
      Richard J. McCready
      Chief Operating Officer


DATED:  November 29, 1995


<PAGE>




SUPPLEMENTARY INFORMATION
REQUIRED PURSUANT TO SECTION 9.4
OF THE PARTNERSHIP AGREEMENT

1.   Statement of Cash Available for Distribution:




    September 30, 1995
    (Unaudited)
<TABLE>

<S>                                                                    <C>             
    Net income                                                         $187,932
          Depreciation and amorti-
           zation charges to income
           not affecting cash
           available for distribution                                    37,417
          Minimum lease payments
           received, net of interest
           income earned, on leases
           accounted for under the
           financing method                                              57,698
          Rent Prepaid (Receiveable)                                    (18,535)
          Mortgage principal payments                                   (53,414)
    Cash Available for Distribution                                    $211,097
    Distributions allocated to General
     Partners                                                          $ 16,888
    Distributions allocated to Limited
     Partners                                                          $194,209
</TABLE>


2.   Fees and other  compensation  paid or  accrued  by the  Partnership  to the
     General  Partners,  or their  affiliates,  during  the three  months  ended
     September 30, 1995:
<TABLE>

    September 30, 1995
    (Unaudited)

<S>                                    <C>                              <C>               
    Entity Receiving                        Form of
    Compensation                         Compensation                     Amount

    Winthrop                             Property Man-
    Management                           agement Fees                    $ 5,522

    General Partners                   Interest in Cash
                                         Available for
                                         Distribution                     16,888

    WFC Realty                         Interest in Cash
    Co. Inc.                             Available for
    (Initial Limited                     Distribution                         97
     Partner)                               (5 units)
</TABLE>

    All other  information  required  pursuant to Section 9.4 of the Partnership
    Agreement  is set forth in the attached  Report on Form 10-Q or  Partnership
    Report.


<PAGE>



<TABLE> <S> <C>

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from unaudited financial statements for the
    nine month period ending September 30, 1995 and is
    qualified in its entirety by reference to such financial
    statements
    </LEGEND>
    <CIK>                                               0000277886
    <NAME>                          Winthrop Partners 79 Ltd Partnership
    <MULTIPLIER>                                                   1
    <CURRENCY>                              U.S. Dollars
           
    <S>                                     <C>
    <PERIOD-TYPE>                           9-MOS
    <FISCAL-YEAR-END>                       DEC-31-1995
    <PERIOD-START>                          JAN-01-1995
    <PERIOD-END>                            SEP-30-1995
    <EXCHANGE-RATE>                                          1.00000
    <CASH>                                                   272,827
    <SECURITIES>                                                   0
    <RECEIVABLES>                                                  0
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                               0
    <PP&E>                                                11,735,915
    <DEPRECIATION>                                         3,173,631
    <TOTAL-ASSETS>                                         9,001,978
    <CURRENT-LIABILITIES>                                    249,352
    <BONDS>                                                2,948,652
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                             5,803,974
    <TOTAL-LIABILITY-AND-EQUITY>                           9,001,974
    <SALES>                                                        0
    <TOTAL-REVENUES>                                       1,076,559
    <CGS>                                                          0
    <TOTAL-COSTS>                                             66,284
    <OTHER-EXPENSES>                                         112,253
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                       238,821
    <INCOME-PRETAX>                                          659,201
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                      659,201
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                             659,201
    <EPS-PRIMARY>                                             60.62
    <EPS-DILUTED>                                              0.00
            

    
</TABLE>


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