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)
0-9684
(Commission File Number)
Winthrop Partners 80 Limited Partnership
(Exact Name of Registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of incorporation or organization)
04-2693546
(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 nine months ended Three Months Ended Nine Months Ended
September 30, 1995 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 $ 155,567 $ 122,052 $ 659,199 $ 804,656
Interest on short-term investments 13,436 9,888 38,014 25,851
Interest income on real estate leases accounted
for under the financing method 126,535 133,828 385,227 406,591
Other Income 22,355 25 22,355 25
317,893 265,793 1,104,795 1,237,123
Expenses:
Depreciation and amortization 22,342 25,773 68,469 77,319
Management fees 5,123 4,783 19,024 21,198
General and administrative 6,516 6,522 32,396 42,364
33,981 37,078 119,889 140,881
Net income 283,912 228,715 984,906 1,096,242
Net income allocated to General Partners 22,713 18,297 78,793 87,699
Net income allocated to Limited Partners 261,199 210,418 906,113 1,008,543
Net income per Unit of Limited Partnership
Interest $ 5.72 $ 4.61 $ 19.85 $ 22.09
</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
$807,889 and $741,473 as of September
30,1995 and December 31, 1994,
respectively $ 3,338,651 $ 3,405,066
Accounted for under the financing method 5,101,774 5,334,922
8,840,425 8,739,988
Other Assets:
Cash and cash equivalents, at cost, which
approximates market value 838,107 728,190
Other costs, net of accumulated amortization
of $13,238 and $11,184 as of September 30,
1995 and December 31, 1994,
respectively 124,869 69,346
$ 9,403,401 $ 9,537,524
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 53,790 $ 86,822
Distributions payable to Partners 415,424 336,604
469,214 423,426
Partners' Capital:
Limited Partners
Units of Limited Partnership Interest, $500 stated value per Unit; authorized
- 50,000 Units; issued and outstanding - 45,646
Units 9,436,972 9,626,831
General Partners (502,785) (512,733)
8,934,187 9,114,098
$ 9,403,401 $ 9,537,924
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS
<TABLE>
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
<S> <C> <C>
Cash flows from operating activities:
Net income $ 984,906 $ 1,096,242
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 68,469 77,319
Minimum lease payments received, net of
interest income earned, on leases
accounted for under the financing method 233,148 211,784
Changes in assets and liabilities:
Increase (decrease) in accounts payable
and accrued expenses (33,032) 17,563
Increase in distribution payable
to Partners 78,820 1,571
Decrease (increase) in other assets (57,577) (2,813)
Net cash provided by operating activities 1,274,734 1,401,666
Cash flows from financing activities:
Cash distributions paid or accrued to Partners
Net increase (decrease) in cash and cash equivalents (1,164,817) (1,345,132)
Cash and cash equivalents, beginning of period 109,917 56,534
Cash and cash equivalents, end of period 728,190 731,067
$ 838,107 $ 787,067
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
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 45,646 $ (512,733) $ 9,626,831 $ 9,114,098
Cash distributions paid or accrued (68,845) (1,095,972) (1,164,817)
Net income 78,793 906,113 984,906
Balance, September 30, 1995 45,646 $ (502,785) $ 9,436,972 $ 8,934,187
Balance, December 31, 1993 45,646 $ (484,564) $ 9,948,293 $ 9,463,729
Cash distributions paid or accrued (107,670) (1,237,462) (1,345,132)
Net income 87,699 1,008,543 1,096,242
Balance, September 30, 1994 45,646 $ (504,535) $ 9,719,374 $ 9,214,839
</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.
<PAGE>
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Cash is required to pay management fees and general and administrative
expenses. 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 working capital and reserve balance is approximately $497,000.
All rental payments due to the Partnership from its ten occupied properties
are current through the Third Quarter with the exception of Duckwall's September
payment which is in arrears. The eleventh property, the Ashtabula Dairy Mart
Store, remains vacant.
The Partnership is negotiating to sell the Dairy Mart Store in St. Clair
Shores, Michigan. This property represents less than 1% of the Partnership's
original investment. If the property is sold, the sale proceeds, of
approximately $3 per unit, would be distributed with the regular quarterly
distribution and future quarterly distributions would be reduced by
approximately $.09 per unit.
Rental income increased to approximately $155,567 in the Third Quarter of 1995
from $122,052 in the same period of 1994. The primary reason for the increase is
the payment by Duckwall Alco of two months rent from prior periods (December
1994 and March 1995), which rent payments had been lost in the mail.
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 80 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 14, 1995
<PAGE>
SUPPLEMENTARY INFORMATION
REQUIRED PURSUANT TO SECTION 9.4
OF THE PARTNERSHIP AGREEMENT
1. Statement of Cash Available for Distribution:
<TABLE>
September 30, 1995
(Unaudited)
<S> <C>
Net income......................... $283,912
Add:.........Depreciation and amortization
charges to income not affecting
cash available for distribution 22,342
Minimum lease payments
received, net of interest income
earned, on leases accounted for
under the financing method 79,590
Rent Receivable................ 9,100
Less:................Write off of Accounts
Payable..................... (22,663)
Cash Available for Distribution $372,281
Distributions allocated to General
Partners.......................... 29,610
Distributions allocated to Limited
Partners......................... $342,671
</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> <C>
Entity Receiving Form of
Compensation Compensation Amount
Winthrop Property Man-
Management agement Fees $ 5,286
General Partners Interest in Cash
Available for
Distribution $29,610
WFC Realty Interest in Cash
Co. Inc. Available for
Distribution $ 1,577
(210 units)
</TABLE>
<PAGE>
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> 0000315275
<NAME> Winthrop Partners 80 Limited 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> 838,107
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 9,648,314
<DEPRECIATION> 807,889
<TOTAL-ASSETS> 9,403,401
<CURRENT-LIABILITIES> 469,214
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 8,934,187
<TOTAL-LIABILITY-AND-EQUITY> 9,403,401
<SALES> 0
<TOTAL-REVENUES> 1,104,795
<CGS> 0
<TOTAL-COSTS> 51,420
<OTHER-EXPENSES> 68,469
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 984,906
<INCOME-TAX> 0
<INCOME-CONTINUING> 984,906
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 984,906
<EPS-PRIMARY> 19.85
<EPS-DILUTED> 0.00
</TABLE>
