<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-9244
Winthrop Partners 79 Limited Partnership
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(Exact name of small business issuer as specified in its charter)
Massachusetts 04-2654152
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One International Place, Boston, Massachusetts 02110
---------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 330-8600
Indicate by check mark whether 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 preceding 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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WINTHROP PARTNERS 79 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
March 31, December 31,
1996 1995
Assets
Real Estate Leased to Others:
Accounted for under the operating method, at
cost, net of accumulated depreciation of
$3,242,000 (1996) and $3,208,000 (1995) $ 5,344,000 $ 5,378,000
Accounted for under the financing method 3,025,000 3,090,000
----------- -----------
8,369,000 8,468,000
Other Assets:
Cash and cash equivalents 439,000 244,000
Other, net of accumulated amortization of
$60,000 (1996) and $57,000 (1995) 164,000 143,000
----------- -----------
Total Assets $ 8,972,000 $ 8,855,000
=========== ===========
Liabilities and Partners' Capital
Liabilities:
Mortgage notes payable $ 2,806,000 $ 2,871,000
Accounts payable and accrued expenses 37,000 30,000
Distributions payable to partners 313,000 142,000
----------- -----------
Total Liabilities 3,156,000 3,043,000
----------- -----------
Partners Capital:
Limited Partners -
Units of Limited Partnership Interest,
$1,000 stated value per Unit; authorized
issued and outstanding - 10,005 Units 6,061,000 6,057,000
General Partners (Deficit) (245,000) (245,000)
----------- -----------
Total Partners' Capital 5,816,000 5,812,000
----------- -----------
Total Liabilities and Partners' Capital $ 8,972,000 $ 8,855,000
=========== ===========
See notes to financial statements.
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WINTHROP PARTNERS 79 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
Statements of Income (Unaudited)
For the Three Months Ended
March 31, March 31,
1996 1995
Income
Rental income from real estate leases accounted
for under the operating method $357,000 $277,000
Interest on short-term investments 2,000 2,000
Interest income on real estate leases accounted
for under the financing method 96,000 102,000
-------- --------
455,000 381,000
-------- --------
Expenses:
Interest 75,000 77,000
Depreciation and amortization 37,000 37,000
Management fees 7,000 6,000
General and administrative 21,000 20,000
-------- --------
Total expenses 140,000 140,000
-------- --------
Net income $315,000 $241,000
======== ========
Net income per Unit of Limited Partnership Interest $ 28.99 $ 22.16
======== ========
Distributions per Unit of Limited Partnership Interest $ 28.59 $ 24.53
======== ========
See notes to financial statements.
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WINTHROP PARTNERS 79 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
Statement of Partners' Capital (Unaudited)
Units of
Limited General Limited
Partnership Partners' Partners' Total
Interest Deficit Capital Capital
Balance - January 1, 1996 10,005 $(245,000) $ 6,057,000 $5,812,000
Cash distributions accrued (25,000) (286,000) (311,000)
Net income 25,000 290,000 315,000
------- --------- ----------- ----------
Balance - March 31, 1996 10,005 $(245,000) $ 6,061,000 $5,816,000
======= ========= =========== ==========
See notes to financial statements.
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WINTHROP PARTNERS 79 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
<TABLE>
<CAPTION>
Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, March 31,
1996 1995
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 315,000 $ 241,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 37,000 37,000
Minimum lease payments received, net of interest income
earned, on leases accounted for under the financing method 65,000 55,000
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses 7,000 10,000
(Increase) in other assets (25,000) (18,000)
--------- ---------
Net cash provided by operating activities 399,000 325,000
--------- ---------
Cash Flows From Financing Activities:
Principal payments on mortgage notes (65,000) (60,000)
Cash distributions paid (139,000) (186,000)
--------- ---------
Cash used by financing activities (204,000) (246,000)
--------- ---------
Net increase in cash and cash equivalents 195,000 79,000
Cash and cash equivalents, beginning of period 244,000 193,000
--------- ---------
Cash and cash equivalents, end of period $ 439,000 $ 272,000
========= =========
Supplemental Disclosure of Cash Flow Information -
Cash paid for interest $ 72,000 $ 76,000
========= =========
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 79 LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1996
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. General
The accompanying financial statements, footnotes and discussions should
be read in conjunction with the financial statements, related footnotes
and discussions contained in the Partnership's Annual Report for the
year ended December 31, 1995.
The financial information contained herein is unaudited. In the opinion
of management, all adjustments necessary for a fair presentation of
such financial information have been included. All adjustments are of a
normal recurring nature. Certain amounts have been reclassified to
conform to the March 31, 1996 presentation. The balance sheet at
December 31, 1995 was derived from audited financial statements at such
date.
The results of operations for the three months ended March 31, 1996 and
1995 are not necessarily indicative of the results to be expected for
the full year.
2. Related Party Transactions
Management fees paid by the Partnership to Winthrop Management, an
affiliate of the General Partner, totaled $7,000 and $6,000 during the
three months ended March 31, 1996 and 1995, respectively. For the three
months ended March 31, 1996 $25,000 of distributions were accrued to
the general partners.
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WINTHROP PARTNERS 79 LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1996
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation.
This Item should be read in conjunction with the financial statements and other
items contained elsewhere in the report.
Liquidity and Capital Resources
All of the Partnership's properties are leased to one or more tenants pursuant
to net or modified net leases with remaining lease terms, subject to extensions,
ranging between two and twelve years. The Partnership receives rental income and
interest income from its properties which is its primary source of liquidity.
Pursuant to the terms of the leases, the tenants are responsible for
substantially all of the operating expenses with respect to the properties
including, maintenance, capital improvements, insurance and taxes.
The level of liquidity based on cash and cash equivalents experienced a $195,000
increase at March 31, 1996, as compared to December 31, 1995. The Partnership's
$399,000 of cash provided by operating activities was only partially offset by
$65,000 of cash used for mortgage payments and $139,000 of partner distributions
(financing activities). Cash provided by operating activities improved at March
31, 1996 as compared to March 31, 1995 primarily due to an increase in rental
income.
The Partnership requires cash primarily to pay principal and interest on its
mortgage indebtedness, management fees and general and administrative expenses.
The Partnership's rental and interest income was sufficient for the three months
ended March 31, 1996, and is expected to be sufficient in future periods, to pay
all of these amounts as well as to provide for cash distributions to the
Partners from operations.
The Partnership has continued to make quarterly distributions to its partners
from operating revenue since inception. Based on the projected revenue and
expenses of the Partnership, it is expected that quarterly distributions will
continue to be made to its partners in the foreseeable future.
The Partnership does not anticipate that it will have any substantial
requirements for capital resources until February 1, 1998, at which time a
mortgage note secured by the J.C. Penney property will have a balloon payment
due.
The Partnership invests its working capital reserves in a money market account
or repurchase agreements secured by United States Treasury obligations.
Subsequent Event
The Partnership has reached a tentative agreement with Piedmont Clarklift, the
tenant at the Greenville, South Carolina property, pursuant to which Piedmont
Clarklift will purchase the property for $1,518,000. The sale of this property
is contingent upon numerous conditions. It is anticipated that if the property
is sold, net proceeds will be distributed to limited partners.
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WINTHROP PARTNERS 79 LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1996
Item 2. Management's Discussion and Analysis or Plan of Operation.
(Continued)
Results of Operations
Three Months ended March 31, 1996 vs. March 31, 1995
Operating results improved $74,000 for the three months ended March 31, 1996 as
compared to 1995 due to an increase in revenues of $74,000.
Revenues increased by $74,000 for the three months ended March 31, 1996 as
compared to 1995 due to an increase in rental income of $80,000 which was
partially offset by a decrease of $6,000 in interest income on real estate
leases accounted for under the financing method. Rental revenues increased
primarily due to the receipt of contingent rental payments at certain of the
Partnership's properties.
Expenses remained constant for the three months ended March 31, 1996 as compared
to 1995. Increases of $1,000 in management fees and $1,000 in general and
administrative expenses were offset by a decrease in interest expense of $2,000.
All other expense items remained substantially the same for the three months
ended March 31, 1996 as compared to 1995.
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WINTHROP PARTNERS 79 LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1996
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.
(b) Reports on Form 8K: In February 1996, a current report on Form 8-K was
filed with respect to a mailing to limited partners (Item 5. "Other
Event").
9 of 10
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WINTHROP PARTNERS 79 LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1996
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BY: ONE WINTHROP PROPERTIES, INC.
Managing General Partner
BY: ____________________________________
Michael L. Ashner
Chief Executive Officer and Director
BY: ____________________________________
Edward V. Williams
Chief Financial Officer
Dated: May 13, 1996
10 of 10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Winthrop
Partners 79 Limited Partnership and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 439,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,611,000
<DEPRECIATION> 3,242,000
<TOTAL-ASSETS> 8,972,000
<CURRENT-LIABILITIES> 0
<BONDS> 2,806,000
0
0
<COMMON> 0
<OTHER-SE> 5,816,000
<TOTAL-LIABILITY-AND-EQUITY> 8,972,000
<SALES> 0
<TOTAL-REVENUES> 453,000
<CGS> 0
<TOTAL-COSTS> 44,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 75,000
<INCOME-PRETAX> 315,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 315,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 315,000
<EPS-PRIMARY> 28.99
<EPS-DILUTED> 28.99
</TABLE>
