SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File
For the year ended December 31, 1994 No. 0-9684
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2693546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 330-8600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
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 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
No voting stock is held by nonaffiliates of the Registrant.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Part of the
Form 10-K Documents Incorporated by Reference
I Pages 16-23 of the Prospectus of the registrant dated June 9, 1980
(the "Prospectus")
III Pages 7-9 and 23-25 of the Prospectus
<PAGE>
PART I
Item 1. Business.
Winthrop Partners 80 Limited Partnership (the "Partnership"), a
limited partnership, was organized under the Uniform Limited Partnership
Act of the Commonwealth of Massachusetts on February 5, 1980, for the
purpose of owning and leasing commercial and industrial real properties.
The Partnership was initially capitalized with contributions of $1,000 from
each of the two General Partners and $5,000 from the Initial Limited
Partner. On February 21, 1980, the Partnership filed a Registration
Statement on Form S-11 (the "Registration Statement") with the Securities
and Exchange Commission (the "Commission") with respect to a public
offering of 50,000 units of limited partnership interest ("Units") at a
purchase price of $500 per Unit (an aggregate of $25,000,000). The
Registration Statement was declared effective on June 9, 1980. The offering
terminated in February 1981, at which time 45,636 Units, representing
capital contributions from Limited Partners of $22,818,000, had been
subscribed for.
The Partnership's General Partners are One Winthrop Properties, Inc.
(the "Managing General Partner") and Linnaeus-Hampshire Realty Limited
Partnership (formerly known as Linnaeus-Hampshire Realty Company)(the
"Associate General Partner"). One Winthrop Properties, Inc. is a
Massachusetts corporation which is a wholly-owned subsidiary of First
Winthrop Corporation ("First Winthrop"), a Delaware corporation which is
wholly owned by Winthrop Financial Associates, A Limited Partnership
("WFA"), a Maryland public limited partnership. The Associate General
Partner was a Massachusetts general partnership until 1990, when it was
converted to a Massachusetts limited partnership. Mr. Halleran is a
director of First Winthrop and One Winthrop Properties, Inc. The general
partner of the Associate General Partner is Arthur J. Halleran, Jr.
Until December 22, 1994, Mr. Halleran was also the sole general
partner of Linnaeus Associates Limited Partnership ("Linnaeus") which is
the sole general partner of WFA. On December 22, 1994, pursuant to an
Investment Agreement entered into among Nomura Asset Capital Corporation
("NACC"), Mr. Halleran and certain other individuals who comprise the
senior management of WFA, the general partnership interest in Linnaeus was
transferred to W.L. Realty, L.P. ("W.L. Realty"). W.L. Realty is a Delaware
limited partnership, the general partner of which is A.I. Realty Company,
LLC ("Realtyco"). The equity securities of Realtyco are currently held by
certain employees of NACC. Such securities are subject to a call option
agreement pursuant to which NACC may, at any time, elect to purchase such
securities for $1.00.
The Partnership's only business is owning and leasing improved real
estate. The Partner- ship's investment objectives and policies are
described at pages 16-23 of its Prospectus dated June 9, 1980 (the
"Prospectus") under the caption "Investment Objectives and Policies," which
description is attached hereto as an Exhibit and incorporated herein by
this reference. The Prospectus was filed with the Commission pursuant to
Rule 424(b) on June 19, 1980.
In December 1981, the Partnership completed its investment of the net
proceeds of the Li- mited Partners' capital contributions, other than
approximately $200,000 originally set aside as reserves, in 18 real
properties. The Partnership's current reserves of approximately $250,000
are invested in money market instruments. Seven properties have been sold:
one in 1989, two in 1991, two in 1992 and two in 1993. See, "Disposition,"
below. Many of the properties are lo- cated in areas with depressed
economies, making potential purchasers concerned about a possible rental
reduction when existing leases expire. The Partnership's future cash
distributions will include ongoing disbursements from rental income and
one-time disbursements of sale proceeds. Rental income will be affected by
the terms of any new leases, any tenant improvement and leasing costs
associated with renewing leases with existing tenants or signing leases
with new tenants, the loss of rent during any period when a property is not
under lease and the loss of rent after a property is sold. Distributions of
sale proceeds will be made as a partial return of capital. Per the
Partnership Agreement, sale proceeds are distributed 100% to limited
partners until they have received their $500 per unit original Capital
Contribution. The general partners' 8% share of sale proceeds would be paid
subsequently. The following table contains descriptions of the remaining 11
properties, the terms of acquisition, the tenants to which they are leased
and the terms of the leases.
<PAGE>
<TABLE>
Total Cost
Tenant Date of of the Tenant Use
Property/Location Purchase Property(1) of Property
<S> <C> <C> <C>
Dairymart
Bolivar, OH(4) 9/23/80 $ 178,163 Convenience
Food Store
Creston, OH 9/23/80 150,695 "
Ashtabula, OH 9/23/80 151,815 "
Royal Oak, MI 9/23/80 199,237 "
St. Clair Shores, MI 9/23/80 173,680 "
Toys "R" Us, Inc.
Livingston, NJ 11/19/80 2,127,950 Retail Toy
Store
Toys "R" Us, Inc.
Beaumont, TX 11/19/80 2,234,050 "
Motorola, Inc. 12/24/80 982,617 Retail Dept
Mt. Pleasant, IA(6) Store
Duckwall-Alco Stores, Inc. 12/24/80 972,007 "
Nebraska City, NE(7)
Wal-Mart Stores, Inc.
Bowling Green, KY 12/30/80 1,877,000 Retail Dept.
Store
Victoria, TX 12/30/80 3,121,436 "
</TABLE>
<PAGE>
<TABLE>
Type of Lease Tenant 1994
Tenant & Initial Renewal Annual Current Term
Property/Location Term (2)(3) Options Base Rent Expiration Date
Dairymart
<S> <C> <C> <C> <C>
Bolivar, OH(4) Triple Net 5 successive $ 18,707 6/30/96
13 years options for up
% Rent to 5 yrs. each
Creston, OH " " 15,650 6/30/98
Ashtabula, OH " " 15,940 6/30/95
Royal Oak, MI " " 20,920 6/30/98
St. Clair Shores, MI " " 18,236 6/30/98
Toys "R" Us, Inc.
Livingston, NJ Triple Net 7 successive 214,000(5) 1/01/01
20 yrs. options for 5
% Rent years each
Toys "R" Us, Inc.
Beaumont, TX " " 224,700 1/01/01
Motorola, Inc. Triple Net 1 option for 111,600 11/30/97
Mt. Pleasant, IA(6) 1 year(7) step 1 year
Duckwall-Alco Stores, Inc. Triple Net
Nebraska City, NE(7) 20 years(8) No remaining 109,200(7) 12/22/00(7)
step/% Rent options
Wal-Mart Stores, Inc.
Bowling Green, KY Triple Net 5 successive 361,493(8) 12/23/00
20 years options for
% Rent 5 yrs. each
Victoria, TX " " 352,262(9) 12/23/00
</TABLE>
(1) Includes acquisition fees and expenses.
(2) All leases commenced on date of purchase by the Partnership, except
the lease with Motorola, Inc. which commenced on September 29, 1989.
(3) Definitions: Triple Net - All operating expenses paid by tenant.
% Rent - Additional rent payable by tenant in excess of base rent
if annual gross sales exceed certain minimum levels.
Step Rent - Rent payable by tenant periodically increases over time.
(4) During 1987 Dairymart became associated with The Lawson Company and
all Lawson Company stores changed their name to Dairymart.
(5) Additional percentage rent of $52,919 was received in 1994.
(6) In 1989, after the original tenant, Duckwall-Alco Stores, Inc., filed
for bankruptcy protection, a new lease for a one-year term with the
new tenant, Motorola, Inc., was entered into. The lease was amended in
1990 and 1991.
(7) In 1989, after the tenant filed for bankruptcy protection, this lease
was renegotiated providing the tenant with the option to terminate the
lease in 1992, 1995 and 1998. The annual base rent reflects a rent
increase in 1991. Additional percentage rent of $688 was received in
1993 and no percentage rent was received in 1994.
(8) Additional percentage rent of $203,473 was received in 1994. The
Partnership modified the existing base, effective November 1994, by
increasing the annual base lease payment by $150,000 reducing the
percentage rents by $150,000 and allowing Wal-Mart to sublease the
property to another retail operator.
(9) Additional percentage rent of $181,636 was received in 1994. The
tenant vacated the store in 1994. The Partnership will continue to
receive base rent but does not expect to receive percentage rent
payments in the future.
The Partnership owns the fee interest in each of these properties and
acquired all of the properties solely with Partnership capital and without
any mortgage financing. All of these properties are commercial or
industrial in nature. Each of these properties is under a triple net lease
to a single tenant. The initial terms of the original leases were at least
ten years from the date of acquisition. Each of the tenants is a public
company or a subsidiary of a public company.
Tenants with 1994 rental payments, including percentage rents, of 10%
or more of the Partnership's total annual revenue, are as follows: Wal-Mart
Stores, Inc. store in Victoria, Texas, 30%; Wal-Mart Stores, Inc. in
Bowling Green, Kentucky, 24%; Toys "R" Us, Inc. in Livingston, New Jersey,
15%; and Toys "R" Us, Inc. in Beaumont, Texas, 13%. The Partnership expects
the percentage of the total Partnership income from Wal-mart in Victoria,
Texas to be reduced in the future. The Partnership expects the rental
payments from the other tenants to amount to approximately the same
respective percentages of the Partnership's total income in 1995.
The tenants under the leases have exclusive control over the
day-to-day business operations conducted at the Properties as well as
decisions with respect to the initiation of any development or renovations
at the Properties. The Partnership has limited approval rights over any
such renovation programs proposed by the tenants. The Partnership has no
responsibility for any maintenance, repairs or improvements associated with
these Properties. In addition, the tenants are responsible for all
insurance requirements and the payment of real estate taxes directly to the
taxing authorities.
In the opinion of the general partners of the Partnership, the
Properties are adequately covered by insurance.
Each retail tenant is subject to competition from other companies
offering similar products in the locations of the property leased by such
tenant. In addition, the Partnership anticipates that it would be subject
to significant competition in attracting tenants upon the expiration or
termination of any of the leases of its properties. The Partnership has no
control over the tenants' responses to competitive conditions impacting the
businesses operated by the tenants at each of the properties.
<PAGE>
Employees
The Partnership does not have any employees. Services are performed
for the Partnership by its General Partners, and by agents retained by the
General Partners, includ- ing an affiliate of the General Partners,
Winthrop Management.
<PAGE>
Item 2. Properties.
The Partnership sold seven properties and owns the remaining eleven
properties. A discussion of the disposition of the seven properties is
found below. In addition, please refer to the table in Item. 1. Business,
which contains descriptions of the remaining eleven properties, the terms
of their acquisition, the tenants to which they are leased, and the terms
of the leases.
Disposition of Seven of the Partnership's Properties
1. Circuit City, Gaithersburg, MD. The sale of the property closed on
September 28, 1989. The property was sold to a third party for $970,000
which is an increase over the original purchase price of $512,127. The
cash-on-cash return provided by the property during its holding period was
approximately 19% per annum, taking into account the quarterly
distributions attributable to the property and the profit incurred on sale.
The Partnership's original investment in this property represented
approximately 2.5% of the initial offering proceeds. The Partnership
distributed to the limited partners all of the net proceeds with the 1989
Third Quarter distribution. On a per-unit basis, $10.21 was a return of
capital and $9.91 was profit, totaling $20.12 per unit.
2. Electric Power Research Institute, Charlotte, NC. The sale of the
property closed on January 15, 1991. The property was sold for $4,750,000
which is an increase over the original purchase price of $4,167,774. The
cash-on-cash return provided by the property during its holding period was
approximately 11% per annum, taking into account the quarterly
distributions attributable to the property and the profit incurred on sale.
The Partnership's original investment in this property represented
approximately 20.57% of the initial offering proceeds. The Partnership
distributed to the limited partners all of the net proceeds with the 1991
First Quarter distribution. On a per-unit basis, $91 was a return of
capital and $13 was profit, totalling $104 per unit.
3. NCNB, Johnston, NC. The sale of the property closed on July 29,
1991. The property was sold to a third party for $65,000 which is less than
the original purchase price of $242,572 because the property was vacant and
offered little potential for appreciating in value. The Partnership had
been unsuccessful in finding a new tenant for this property which had been
vacant since 1990. While the NCNB Corporation was obligated to make rental
payments through the original term, the term was to expire on November 13,
1991. If the building had not been sold, the Partnership would be
responsible for the payment of real estate taxes and insurance premiums for
the property and would not be receiving any rental income from the
property. The cash-on-cash return provided by the property during its
holding period was approximately 3% per annum, taking into account the
quarterly distributions attributable to the property and the loss of
capital incurred on sale. The Partnership's original investment in this
property represented approximately 1.2% of the initial offering proceeds.
The Partnership distributed all of the net proceeds to the limited partners
with the 1991 Third Quarter distribution. On a per-unit basis, $1.34 was
distributed as a return of capital.
4. NCNB, Beaufort, SC. The sale of the property closed on July 24,
1992. The property was sold to a third party for $1,300,000 which is less
than the original purchase price of $1,804,227, because the property
offered little potential for appreciating in value. The cash-on-cash return
provided by the property during its holding period was approximately 6% per
annum, taking into account the quarterly distributions attributable to the
property and the return of capital upon sale. The Partnership's original
investment in this property represented approximately 8.9% of the initial
offering proceeds. The Partnership distributed to the limited partners all
of the net proceeds with the 1992 Third Quarter distribution. On a per-unit
basis, $28.26 was a return of capital.
5. NCNB, Anderson, SC. The sale of the property closed on September 4,
1992. The property was sold to a third party for $250,000 which is less
than the original purchase price of $362,296, because the property was
vacant and offered little potential for appre- ciating in value. The
cash-on-cash return provided by the property during its holding period was
approximately 7% per annum, taking into account the quarterly distributions
attributable to the property and the return of capital upon sale. The
Partnership's original investment in this property represented
approximately 1.8% of the initial offering proceeds. The Partnership
distributed to the limited partners all of the net proceeds with the 1992
Third Quarter distribution. On a per-unit basis, $5.04 was distributed as a
return of capital.
6. Dairy Mart, Berkley, MI. The sale of this property closed on
September 8, 1993, with the proceeds included in the Third Quarter 1993
distribution paid on November 13, 1993. The property was sold for
approximately $120,000 which is less than the original purchase price of
$185,097, because the property offered little potential for appreciating in
value. The cash-on cash return provided by the property during its holding
period was approximately 7.2% per annum, taking into account the quarterly
distributions attributable to the property and the return of capital upon
sale. The Partnership's original investment in this property represented
approximately 1% of the initial offering proceeds. The Partnership
distributed all of the net proceeds with the 1993 Third Quarter
distribution. On a per-unit basis, $2.61 was distributed as a return of
capital.
7. NCNB, Greenville, SC. The sale of the property closed on September
30, 1993 with the proceeds included in the Third Quarter 1993 distribution
paid on November 13, 1993. The property was sold for approximately $345,000
which is less than the original purchase price of $816,822, because the
property was vacant and offered little potential for appreciating in value.
The cash-on cash return provided by the property during its holding period
was approximately 5.3% per annum, taking into account the quarterly
distributions attributable to the property and the loss of capital incurred
on sale. The Partnership's original investment in this property represented
approximately 4% of the initial offering proceeds. The Partnership
distributed all of the net proceeds with the 1993 Third Quarter
distribution. On a per-unit basis, $6.92 was distributed as a return of
capital.
<PAGE>
Status of the Partnership's Remaining Properties
1. Motorola, Mt. Pleasant, IA. In 1991, Motorola, Inc. extended its
lease at the Mt. Pleasant, Iowa property through November 30, 1997. The
annual base rent is $111,600, increasing to $122,760 on November 30, 1995.
The Partnership's original investment in this property represents
approximately 5% of the initial offering proceeds. The tenant currently
occupies the property.
2. Duckwall-Alco, Nebraska City, NE. In 1989, after the tenant filed
for bankruptcy protection, the Partnership renegotiated the lease providing
the tenant with options to terminate on January 31, 1992 January 31, 1995
and January 31, 1998, and an expiration date of December 22, 2000. A
percentage of the gross store sales was paid to the Partnership as
additional rent and distributed to investors in the last three years. The
Partnership's original investment in this property represents approximately
5% of the initial offering proceeds. The tenant currently occupies the
property.
3 through 7. Dairymart, five locations in Ohio and Michigan. The
original terms of the leases for the five Dairy Mart properties have
expired. Dairy Mart renewed the leases at the current lease rates. The
terms of the renewals are: the Creston, Royal Oak and St. Clair Shores'
locations through June 30, 1998; the Bolivar location through June 30,
1996; and the Ashtabula location through June 30, 1995. The Partnership's
original investment, in the aggregate for all five properties, is
approximately 4% of the initial offering proceeds. Each of the tenants
currently occupies its respective property.
8 and 9. Toys "R" Us, Beaumont, TX and Livingston, NJ. These two
leases expire on January 1, 2001. Annual sales remain low at the Beaumont
location; thus, no additional rent was paid to the Partnership in 1994. The
Livingston location has paid a percentage of gross sales as additional rent
in each of the last five years. The Partnership's original investment, in
the aggregate for both properties, is approximately 22% of the initial
offering proceeds. Each of the tenants currently occupies its respective
property.
10. Wal-Mart, Bowling Green, KY. This lease expires on December 23,
2000. A percentage of Wal-Mart's gross sales has been paid to the
Partnership in each of the last eight years as additional rent. Due to the
strong local retail market, Wal-Mart constructed a Wal-Mart Super Store in
1994 within two miles of the property. Effective November 1994, the
Partnership modified the existing lease allowing Wal-Mart to sublet the
property to another retail store, increasing the base lease payment by
$150,000 and reducing the percentage rents by $150,000. Beginning in 1995,
the Partnership does not expect to receive percentage rents in addition to
the base rent. Wal-Mart remains liable for all obligations under the lease.
The Partnership's original investment in this property is approximately 9%
of the initial offering proceeds.
11. Wal-Mart, Victoria, TX. This lease expires on December 23, 2000. A
percentage of the gross store sales has been paid to the Partnership in
each of the last ten years as additional rent. Due to the strong local
retail market, Wal-Mart constructed in 1994 a Wal-Mart Super Store within
two miles of the property. The tenant vacated the property in 1994.
Wal-Mart is obligated to continue to pay the base rental payment, but the
Partnership does not expect to receive percentage rents in the future. The
Partnership's original investment in this property is approximately 15% of
the initial offering proceeds. The tenant vacated the property in 1994.
Item 3. Legal Proceedings.
The Partnership is not a party, nor are any of its properties subject,
to any material pending legal proceedings.
Item 4. Submission of matters to a vote of securities holders.
No matters were submitted to a vote of security holders.
PART III
Item 5. Market Price for Registrant's Common Equity and Related
Stockholder Matters.
There is no established public market for the Units. Trading in the Units
is sporadic and occurs solely through private transactions.
As of March 14, 1995, there were 1,983 holders of Units.
The Partnership Agreement requires that any Cash Available for Distribution
(as defined) be distributed quarterly to the Partners in specified proportions
and priorities. There are no restrictions on the Partnership's present or future
ability to make distributions of Cash Available for Distribution. For the years
ended December 31, 1993 and 1994, cash distributions paid or accrued to the
Limited Partners as a group (including the Initial Limited Partner) totalled
$1,974,646 and $1,545,117 respectively.
<PAGE>
Item 6. Selected Financial Data.
<TABLE>
For the Year Ended or as of December 31,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Operating Revenues - rental &
interest income........................ $ 1,503,153 $ 1,464,993 $ 1,676,528 $ 1,860,101 $ 2,301,031
Operating Income......................... 1,330,060 1,288,664 1,455,412 1,404,302 1,905,851
Gain (loss) on sale of property -- (105,909) 279,938 2,204,843 --
Net Income............................... 1,330,060 1,182,755 1,735,350 3,609,145 1,905,386
Net Income per weighted average
Unit of Limited Partnership
Interest outstanding................... 26.81 23.65 35.47 76.12 38.41
Total Assets............................. $ 9,537,524 $ 9,867,977 $ 10,841,926 $ 12,501,391 $ 15,838,900
Total Cash Distributions per
Unit of Limited Partnership
Interest, including amounts
distributed after year end 33.85 43.25(3) 70.45(2) 145.37(1) 49.62
</TABLE>
(1) Includes the proceeds from (i) the disposition of the Electric
Power Research Institute property in the amount of $103.89 of
which $91.31 is a return of capital and $12.58 is profit and (ii)
the disposition of the Johnston, South Carolina property in the
amount of $1.34, all of which is a return of capital.
(2) Includes the proceeds from (i) the disposition of the Anderson,
SC property in the amount of $5.04, all of which is a return of
capital, and (ii) the disposition of the Beaumont, SC property in
the amount of $28.26, all of which is a return of capital.
(3) Includes the proceeds from (i) the disposition of the Greenville,
SC property in the amount of $2.61, all of which is a return of
capital, and (ii) the disposition of the Berkley, MI property in
the amount of $6.92, all of which is a return of capital.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Partnership requires cash to pay management fees and general and
administrative expenses. The Partnership's rental and interest income was
sufficient in 1994, and is expected to be sufficient in future years, to pay all
of these amounts as well as to provide for cash distributions to the Partners
from operations.
Through 1994, the results of the Partnership's operations from year to year
have differed primarily because of percentage rental payments, variations in
interest income, and sales of properties. The Partnership received percentage
rental payments of $173,000 on three of its properties in 1989, $210,007 on
three of its properties in 1990, $234,158 on four of its properties in 1991,
$284,419 on four of its properties in 1992, $367,871 on four of its properties
in 1993 and $438,028 on three of its properties in 1994. The Partnership has
sold seven properties to date which significantly increased the amount of cash
available for distribution with respect to the year in which the sale took
place. There can be no assurance as to the timing and amount of any such sales
in the future. The sale of properties eliminates the rental payments associated
with such properties and, therefore, reduces the cash available for distribution
in future years.
<PAGE>
In light of the net and long-term nature of the leases at the properties,
other than those leased to Duck-wall, Motorola and Dairymart, the Partnership
does not expect the results of its operations in past years to vary
significantly in 1995 with respect to these properties, with the following
exceptions. First, the lease of one of these properties provides for periodic
increases in the rental payments, and second, the leases of ten of these
properties provide for the payment of percentage rents to the Partnership based
upon the tenant's gross sales at the premises in excess of certain specified
minimum amounts. The amounts, if any, of percentage rents which will be paid to
the Partnership from these properties in the future is dependent on future sales
volumes of the tenants occupying the Partnership's properties. If retail sales
decrease, the Partnership will receive smaller percentage rental payments than
the approximately $438,028 received in 1994, which would decrease the
Partnership's revenues and net income. Third, the Partnership's depreciation
expense will decrease over time because some of these properties are depreciated
under the component method which results in some building components having
shorter useful lives than others.
Because of the net and long-term nature of the original leases, inflation
and changing prices have not significantly affected the Partnership's revenues
and net income. In the future, the Partnership expects inflation and changing
prices to affect the Partnership's revenues. With respect to the Wal-Mart
leases, the additional percentage rents are expected to be eliminated due to
Wal-Mart vacating the two properties in 1994. With respect to the Duckwall,
Motorola and the five Dairy Mart leases, the remaining terms of the original
leases expire in 1995 to 1998. If a tenant fails to exercise its renewal option,
exercises its option to terminate its lease early or does not renew at the
expiration of the lease term, the Partnership will be competing for new tenants
in the then current rental markets which may not be able to support terms as
favorable as those contained in the original lease options or it may seek to
sell the property.
Item 8. Financial Statements and Supplementary Data.
See the Financial Statements of the Partnership included as part of this
Annual Report on Form 10-K.
Item 9. Changes in and Disagreements on Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) and (b) Identification of directors and executive officers.
The following table sets forth the names and ages of the directors and
executive officers of the Managing General Partner and the position held by each
of them.
<PAGE>
<TABLE>
Position Held with the
Name Managing General Partner Age
<S> <C> <C>
Arthur J. Halleran, Jr. Director and President 47
Jonathan W. Wexler Director, Vice President, Assistant Clerk and 44
Treasurer
Richard J. McCready Director, Vice President and Clerk 36
</TABLE>
Mr. Halleran has served in an executive capacity with the Managing General
Partner since its organization in 1978, Mr. Wexler was elected an officer in
1983 and Mr. McCready in 1990. All of these individuals will continue to serve
in such capacities until their successors are duly elected and qualified.
Mr. Halleran is also the general partner of the Associate General Partner.
(c) Identification of certain significant employees. None.
(d) Family relationships. None.
(e) Business Experience.
The Managing General Partner was incorporated in Massachusetts in October
1978. The background and experience of the executive officers and directors of
the Managing General Partner, described above in Items 10(a) and (b), are as
follows:
Arthur J. Halleran, Jr. is the Chairman of WFA. He is also Director and
President of the Managing General Partner and other subsidiaries of WFA. In such
capacities he is responsible for all aspects of the business of WFA and its
subsidiaries, with special emphasis on the evaluation, acquisition and
structuring of real estate investments. Mr. Halleran joined the Winthrop
organization in 1977. He is a graduate of Villanova University and holds an
M.B.A. degree from the Harvard Business School.
Jonathan W. Wexler is a Vice Chairman and Managing Director of WFA and a
Director, Vice President, Assistant Clerk and Treasurer of the Managing General
Partner and other subsidiaries of WFA. His primary responsibility is the
evaluation, acquisition and structuring of real estate investments. Mr. Wexler
joined the Winthrop organization in 1977. He is a graduate of the Massachusetts
Institute of Technology and holds a Master of Science degree from the Sloan
School of Management of the Massachusetts Institute of Technology.
Richard J. McCready is a Managing Director, Vice President and Clerk of WFA
and a Director, Vice President and Clerk of the Managing General Partner and all
other subsidiaries of WFA. He also has responsibility for all the legal affairs
of WFA and its affiliates. Mr. McCready joined the Winthrop organization in
1990. He is a graduate of the University of New Hampshire and holds a J.D.
degree from Boston College Law School.
One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered pursuant
to Section 12(g) of the Securities and Exchange Act of 1934, or are subject to
the reporting requirements of Section 15(d) of such Act: Winthrop Partners 79
Limited Partnership; Winthrop Partners 81 Limited Partnership; Winthrop
Residential Associates I, A Limited Partnership; Winthrop Residential Associates
II, A Limited Partnership; Winthrop Residential Associates III, A Limited
Partnership; 1626 New York Associates Limited Partnership; 1999 Broadway
Associates Limited Partnership; Indian River Citrus Investors Limited
Partnership; Nantucket Island Associates Limited Partnership; One Financial
Place Limited Partnership; Presidential Associates I Limited Partnership;
Riverside Park Associates Limited Partnership; Sixty-Six Associates Limited
Partnership; Springhill Lake Investors Limited Partnership; Twelve AMH
Associates Limited Partnership; Winthrop California Investors Limited
Partnership; Winthrop Growth Investors I Limited Partnership; Winthrop Interim
Partners I, A Limited Partnership; Winthrop Financial Associates, A Limited
Partnership; Southeastern Income Properties Limited Partnership; Southeastern
Income Properties II Limited Partnership; Winthrop Miami Associates Limited
Partnership; and Winthrop Apartment Investors Limited Partnership.
(f) Involvement in Certain Legal Proceedings. None.
Item 11. Executive Compensation.
Under the Partnership Agreement, the General Partners and their affiliates
are entitled to receive various fees, commissions, cash distributions,
allocations of taxable income or loss and expense reimbursements from the
Partnership. The amounts of these items and the times at which they are payable
to the General Partners or their affiliates are described at pages 7-9 and 23-25
of the Prospectus under the captions "Management Compensation" and "Profits or
Losses for Tax Purposes and Cash Distributions," respectively, which
descriptions are incorporated herein by this reference.
The following table sets forth the amounts of the fees, commissions and
cash distributions which the Partnership paid to or accrued for the account of
the General Partners and their affiliates for the year ended December 31, 1994:
<TABLE>
Receiving Entity Type of Compensation Amount of
Compensation
<S> <C> <C>
One Winthrop Properties, General Partner's 3% Share of Cash $ 50,590
Inc. Available for Distribution(1)
Linnaeus-Hampshire General Partner's 5% Share of Cash 83,985
Realty Limited Partnership Available for Distribution(1)
WFC Realty Co., Inc. Limited Partner's Share of Cash 339
Available for Distribution(2)
Winthrop Management Property Management Fees(3) 26,155
TOTAL: $ 161,069
</TABLE>
(1) Received as General Partner, pursuant to Section 4.1 of the Partnership
Agreement
(2) WFC Realty Co., Inc. holds ten $500.00 limited partnership units;
distribution pursuant to Section 4.1 and Schedule A of the Partnership
Agreement
(3) Equal to 1.5% of cash receipts in excess of cash expenditures (other than
expenditures for management fees, debt service payments and capital
expenditures) pursuant to Section 5.3A (iii) of the Partnership Agreement
For the year ended December 31, 1994, the Partnership allocated $40,877,
$68,129 and $275 of taxable income to the Managing General Partner, Associate
General Partner and the Initial Limited Partner, respectively. See Note 3 of
Notes to Financial Statements for additional information about transactions
between the Partnership and the General Partners and their affiliates. There
were no reimbursements made in 1994 to the General Partners or their affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of certain beneficial owners.
No person or group is known by the Partnership to be the beneficial owner
of more than 5% of the outstanding Units at March 1, 1995. Under the Amended and
Restated Agreement of Limited Partnership of the Partnership dated as of June 5,
1980 (the "Partnership Agreement"), the voting rights of the Limited Partners
are limited and, in some circumstances, are subject to the prior receipt of
certain opinions of counsel or judicial decisions.
Under the Partnership Agreement, the right to manage the business of
the Partnership is vested in the General Partners and is generally to be
exercised only by the Managing General Partner, although the consent of the
Associate General Partner is required for all purchases, financings,
refinancings and sales or other dispositions of the Partnership's real
properties and with respect to certain other matters. See Item 1 above for
a description of the General Partners.
(b) Security ownership of management.
None of the partners of WFA nor the general partner, officers and
directors of the General Partners owned any Units beneficially at March 1,
1995. However, a wholly-owned subsidiary of WFA owns 200 Units.
(c) Changes in control.
There exists no arrangement known to the Partnership the operation of
which may at a subsequent date result in a change in control of the
Partnership.
Item 13. Certain Relationships and Related Transactions.
See Note 3 of Notes to Financial Statements for information about
transactions between the Partnership and the General Partners and their
affiliates. See Item 11 above for informa- tion concerning the fees,
commissions and cash distributions which the Partnership paid to or accrued
for the account of the General Partners and their affiliates for the year
ended December 31, 1994.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements - The Financial Statements listed on the
accompanying Index to Financial Statements and Schedule are filed as a part
of this Annual Report.
2. Financial Statement Schedule - The Financial Statement Schedule
listed on the accompanying Index to Financial Statements and Schedule is
filed as a part of this Annual Report.
3. Exhibits - The exhibits listed in the accompanying Index to
Exhibits are filed as part of this Annual Report and incorporated in this
Annual Report as set forth in said Index.
(b) Reports on Form 8-K - The Partnership filed one Current Report on Form 8-K
during the fourth quarter of 1994. That report was filed on December 16,
1994 and reported a Change in Control of Registrant (Item 1 of Form 8-K).
No financial statements were filed with that Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By: ONE WINTHROP PROPERTIES, INC.,
Managing General Partner
Date: March 31, 1995 By: /s/ Jonathan W. Wexler
Jonathan W. Wexler
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Jonathan W. Wexler Director, Vice President, Treasurer and
Jonathan W. Wexler Assistant Clerk of Managing General Partner
Date: March 31, 1995
/s/ Richard J. McCready Director, Vice President and Clerk of Managing
Richard J. McCready General Partner
Date: March 31, 1995
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
FINANCIAL STATEMENTS
Report of Independent Public Accountants
Statements of Income for Each of the Three Years in the Period Ended
December 31, 1994
Balance Sheets as of December 31, 1994 and 1993
Statements of Cash Flows for Each of the Three Years in the Period
Ended December 31, 1994
Statements of Changes in Partners' Capital for Each of the Three Years
in the Period Ended December 31, 1994
Notes to Financial Statements
SCHEDULE
III - Real Estate and Accumulated Depreciation as of December 31, 1994
All schedules prescribed by Regulation S-X other than the one indicated above,
have been omitted, as the required information is inapplicable or the
information is presented in the financial statements or related notes.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO WINTHROP PARTNERS 80 LIMITED PARTNERSHIP:
We have audited the accompanying balance sheets of Winthrop Partners 80 Limited
Partnership (a Massachusetts limited partnership) as of December 31, 1994 and
1993, and the related statements of income, changes in partners' capital and
cash flows for each of the three years in the period ended December 31, 1994.
These financial statements and the schedule referred to below are the
responsibility of Winthrop Partners 80 Limited Partnership management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winthrop Partners 80 Limited
Partnership as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1994, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule III listed in Item 14(a)(2) is
the responsibility of Winthrop Partners 80 Limited Partnership management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not a required part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, is fairly stated
in all material respects, the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/S/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 30, 1995
<PAGE>
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Years Ended
December 31, 1994, 1993 and 1992 1994 1993 1992
<S> <C> <C> <C>
Income:
Rental income from real estate leases
accounted for under the operating
method............................................................. $ 928,493 $ 871,894 $ 1,037,654
Interest on short-term investments................................... 35,871 28,256 48,166
Interest income on real estate leases
accounted for under the financing
method............................................................. 538,661 564,843 588,610
Other income......................................................... 128 - 2,098
1,503,153 1,464,993 1,676,528
Expenses:
Depreciation and amortization (Note 4)............................... 103,093 101,458 152,450
Management fees (Note 3)............................................. 26,155 25,446 28,072
General and administrative........................................... 43,845 49,425 40,594
173,093 176,329 221,116
Operating income....................................................... 1,330,060 1,288,664 1,455,412
Gain (loss) on sale of property, net (Note 6).......................... - (105,909) 279,938
Net income............................................................. $ 1,330,060 $ 1,182,755 $ 1,735,350
Net income allocated to General Partners
(Note 3)............................................................. $ 106,405 $ 103,093 $ 116,433
Net income allocated to Limited Partners............................... $ 1,223,655 $ 1,079,662 $ 1,618,917
Net income per Unit of Limited Partnership
Interest............................................................. $ 26.81 $ 23.65 $ 35.47
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
BALANCE SHEETS
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
December 31, 1994 and 1993 1994 1993
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Real Estate Leased to Others:
Accounted for under the operating method, at cost,......................
net of accumulated depreciation of $741,473 and
$641,120 as of December 31, 1994 and 1993,.............................
respectively (Note 4).................................................. $ 3,405,066 $ 3,505,419
Accounted for under the financing method (Note 5)....................... 5,334,922 5,620,761
8,739,988 9,126,180
Other Assets:
Cash and cash equivalents, at cost, which
approximates market value.............................................. 728,190 731,067
Other, net of accumulated amortization of
$11,184 and $8,445 as of December 31, 1994
and 1993, respectively................................................. 69,346 10,730
$ 9,537,524 $ 9,867,977
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses................................... $ 86,822 $ 74,517
Distributions payable to Partners....................................... 336,604 329,731
423,426 404,248
Partners' Capital (Deficit):
Limited Partners
Units of Limited Partnership Interest, $500
stated value per Unit; authorized - 50,010
Units; issued and outstanding - 45,646 Units.......................... 9,626,831 9,948,293
General Partners........................................................ (512,733) (484,564)
9,114,098 9,463,729
$ 9,537,524 $ 9,867,977
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
For the Years Ended
December 31, 1994, 1993 and 1992 1994 1993 1992
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net income.............................................................. $ 1,330,060 $ 1,182,755 $ 1,735,350
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization......................................... 103,093 101,458 152,450
Minimum lease payments received, net of interest
income earned, on leases accounted for under
the financing method................................................. 286,139 259,657 235,889
(Gain) loss on sale of property....................................... 0 105,909 (279,938)
Changes in assets and liabilities:
Increase in accounts payable and
accrued expenses................................................... 12,305 15,452 17,011
Decrease (increase) in other assets................................. (61,355) 2,221 9,919
Net cash provided by operating activities:............................ 1,669,942 1,667,452 1,870,681
Cash flows from financing activities:
Cash distributions paid................................................. (1,672,819) (2,172,156) (3,411,826)
Net cash used by financing activities................................. (1,672,819) (2,172,156) (3,411,826)
Cash flows from investing activities:
Net proceeds from sale of property...................................... - 435,582 1,520,040
Net cash provided by investing activities............................. - 435,582 1,520,040
Net decrease in cash and cash equivalents................................. (2,877) (69,122) (21,105)
Cash and cash equivalents, beginning of period............................ 731,067 800,189 821,294
Cash and cash equivalents, end of period.................................. $ 728,190 $ 731,067 $ 800,189
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
<S> <C> <C> <C> <C>
UNITS OF
LIMITED GENERAL LIMITED
For the Years Ended PARTNERSHIP PARTNERS' PARTNERS' TOTAL
December 31, 1994, 1993 and 1992 INTEREST (DEFICIT) CAPITAL CAPITAL
------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1991........................... 45,646 $ (422,832) $ 12,411,519 $ 11,988,687
Cash distributions paid or
accrued............................................ (147,675) (3,187,159) (3,334,834)
Net income........................................... 116,433 1,618,917 1,735,350
Balance, December 31, 1992........................... 45,646 $ (454,074) $ 10,843,277 $ 10,389,203
Cash distributions paid or
accrued............................................ (133,583) (1,974,646) (2,108,229)
Net income........................................... 103,093 1,079,662 1,182,755
Balance, December 31, 1993........................... 45,646 $ (484,564) $ 9,948,293 $ 9,463,729
Cash distributions paid or
accrued............................................ (134,574) (1,545,117) (1,679,691)
Net income........................................... 106,405 1,223,655 1,330,060
Balance, December 31, 1994........................... 45,646 $ (512,733) $ 9,626,831 $ 9,114,098
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
1. ORGANIZATION
Winthrop Partners 80 (the Partnership), a limited partnership, was
organized under the Uniform Limited Partnership Act of the Commonwealth of
Massachusetts on February 5, 1980 for the purpose of owning and leasing
commercial and industrial real properties. The Partnership will terminate
on December 31, 2008, or sooner, in accordance with the terms of the
Partnership Agreement.
2. SIGNIFICANT ACCOUNTING POLICIES
Financial Statements - The financial statements of the Partnership are
prepared on the accrual basis of accounting in accordance with generally
accepted accounting principles.
Income Taxes - No provision has been made for federal, state or local
income taxes in the financial statements of the Partnership. Partners are
required to report on their individual tax returns their allocable share of
income, gains, losses, deductions and credits of the Partnership. The
Partnership prepares tax returns on the accrual basis. On May 16, 1980, the
Internal Revenue Service issued a ruling that the Partnership will be
classified as a partnership for federal income tax purposes.
Distributions to Partners - The cash distribution due Partners for the
three months ended December 31, 1994 is recorded in the accompanying
financial statements as a liability and a reduction of Partners' capital.
As provided in the Partnership Agreement, quarterly distributions are
payable to Partners within 60 days after the end of the quarter.
Percentage Rent - The Partnership has entered into several leases that
provide for a minimum annual rent plus additional rent based on percentages
of sales at the properties (percentage rent). These percentage rents are
recorded on a cash basis. For the years ended December 31, 1994, 1993 and
1992, the Partnership received percentage rent totaling approximately
$456,230, $357,870 and $284,419, respectively.
Leases - The Partnership leases its real properties and accounts for such
leases in accordance with the provisions of Statement of Financial
Accounting Standards No. 13, "Accounting for Leases," as amended. This
statement sets forth specific criteria for determining whether a lease
should be accounted for as a financing lease or an operating lease.
(a) Financing Method
Under this method, minimum lease payments to be received plus the
estimated value of the property at the end of the lease are considered
to be the Partnership's gross investment in the lease. Unearned
income, representing the difference between gross investment and
actual cost of the leased property, is amortized over the lease term
using the interest rate implicit in the lease to provide a level rate
of return over the lease term.
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(b) Operating Method
Under this method, revenue is recognized as rental payments
become due, which does not materially differ from the
straightline method. Expenses (including depreciation) are
charged to operations as incurred.
Cash and cash equivalents - Cash and cash equivalents consist of
a mutual fund that invests in treasury bills and repurchase
agreements that mature in three months or less. Cash equivalents
are valued at cost, which approximates market value.
Depreciation - Component depreciation on real estate leased to
others, accounted for under the operating method, is computed
using the straight-line method over the useful life of each class
of asset, which ranges from 5 to 35 years. The cost of the
properties represents the purchase price of the properties plus
acquisition and closing costs, or, to the extent that the
property had previously been accounted for under the financing
method, the depreciable base is the fair market value at the date
of implementation of operating lease accounting.
3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
One Winthrop Properties, Inc. (One Winthrop), the Managing
General Partner, Winthrop Securities Co., Inc. (Winthrop
Securities), the selling agent for the Public Offering and
Winthrop Management, the manager of the properties, are wholly
owned subsidiaries of First Winthrop Corporation, which in turn
is wholly owned by Winthrop Financial Associates, a limited
partnership (WFA). Linnaeus Hampshire Realty Company, the other
General Partner of the Partnership, is a general partnership, of
which some general partners are partners of WFA. WFA and its
affiliates manage or advise a large number of partnerships
organized to invest in real properties. WFA has formed and is
planning to form, directly or through affiliates, additional real
estate investment partnerships or other entities, both public and
private, some of which have or may have the same investment
objectives as the Partnership.
Winthrop Management is entitled to annual property management
fees, equal to 1.5% of the excess of cash receipts over cash
expenditures (excluding debt service, property management fees
and capital expenditures) from each property it manages. For the
years ended December 31, 1994, 1993 and 1992, Winthrop Management
earned $26,155, $25,446 and $28,072, respectively, for managing
the real properties of the Partnership.
The General Partners are entitled to 8% of Cash Available for
Distribution, subordinated to a cumulative priority quarterly
distribution to the Limited Partners. The General Partners are
also entitled to 8% of Sale or Refinancing Proceeds, subordinated
to certain priority distributions to the Limited Partners as
provided for in the Partnership Agreement. For the years ended
December 31, 1994, 1993 and 1992, the Partnership has paid or
accrued distributions from Cash Available for Distribution
totaling $134,574, $133,583 and $147,675, respectively, to the
General Partners. The proceeds from the sales of properties in
1992 and 1993 (see Note 6) were distributed entirely to the
Limited Partners.
During the liquidation stage of the Partnership, the General
Partners and their affiliates are entitled to receive
distributions, subordinated to specified minimum returns to the
Limited Partners, as described in the Partnership Agreement.
<PAGE>
4. REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE OPERATING METHOD
Real estate leased to others, at cost, accounted for under the
operating method as of December 31, 1994 and 1993, is summarized
as follows:
<TABLE>
<S> <C> <C>
1994 1993
Land............................................ $ 2,127,427 $ 2,127,427
Commercial buildings............................ 2,019,112 2,019,112
Less: Accumulated depreciation.................. (741,473) (641,120)
$ 3,405,066 $ 3,505,419
</TABLE>
The following is a summary of the minimum anticipated future
rental receipts, excluding percentage rents, by year, under the
noncancelable portion of the operating leases:
<TABLE>
<S> <C>
1995................................................. 454,000
1996................................................. 465,000
1997................................................. 454,000
1998................................................. 315,000
1999................................................. 287,000
Thereafter........................................... 277,000
</TABLE>
5. REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE FINANCING METHOD
Real estate leased to others, accounted for under the financing
method as of December 31, 1994 and 1993, is summarized as
follows:
<TABLE>
1994 1993
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Minimum lease payments receivable................................ $ 4,920,916 $ 5,745,416
Unguaranteed residual value...................................... 2,918,533 2,918,533
7,839,449 8,663,949
Less: Unearned income (2,504,527) (3,043,188)
$ 5,334,922 $ 5,620,761
</TABLE>
The following is a summary of the approximate minimum anticipated
future rental receipts, excluding percentage rents, by year,
under the noncancelable portion of the financing leases:
<TABLE>
<S> <C>
1995..................................... 824,000
1996..................................... 824,000
1997..................................... 824,000
1998..................................... 824,000
1999..................................... 824,000
Thereafter............................... 802,000
</TABLE>
6. SALES OF PROPERTIES
On September 8, 1993, the Partnership sold the Dairy Mart in
Berkeley, Michigan, for $120,000 in cash, and on September 30,
1993, the Partnership sold the Greenville, South Carolina,
property for $345,000 in cash. The sales provided $435,582 of net
proceeds, which were distributed in the fourth quarter of 1993
and resulted in a net loss of $105,909.
On July 24, 1992, the Partnership sold the Beaufort, South
Carolina, property for $1,300,000 in cash, and on September 4,
1992, the Partnership sold the Anderson, South Carolina, property
for $250,000 in cash. The sales provided $1,520,040 of net
proceeds, which were distributed in the fourth quarter of 1992
and resulted in a net gain of $279,938.
<PAGE>
7. TAXABLE INCOME
The Partnership's taxable income for 1994 differs from net income
for financial reporting purposes primarily due to the differences
in the methods used for the recognition of depreciation and the
accounting for certain real property leases under the financing
method for financial reporting purposes and the operating method
for tax return purposes. Taxable income for 1994 is as follows:
<TABLE>
<S> <C>
Net income for financial reporting purposes................................................... $1,330,060
Plus: Minimum lease payments received,
net of interest income earned, on
leases accounted for under the
financing method.................................................................... 286,139
Minus: Depreciation on property subject to leases
accounted for under the financing
method and tax depreciation adjustment.............................................. (244,012)
Rental income in excess of rent for
tax reporting purposes.............................................................. (9,300)
Taxable income............................................................................... $1,362,887
</TABLE>
<PAGE>
SUPPLEMENTARY INFORMATION
REQUIRED PURSUANT TO SECTION 9.4 OF THE PARTNERSHIP AGREEMENT
<TABLE>
December 31, 1994 Three Months Ended Year Ended
(Unaudited) December 31, 1994 December 31, 1994
<S> <C> <C>
1. Statement of Cash Available for Distribution:
Net income............................................................. $ 233,817 $ 1,330,060
Add: Depreciation and amortization charges to income
not affecting Cash Available for
Distribution................................................. 25,774 103,093
Minimum lease payments received, net of
interest income earned, on leases accounted
for under the financing method............................... 64,755 276,539
Reserves...................................................... 0 (30,000)
Prepaid Rent.................................................. 9,300 0
Cash Available for Distribution........................................ $ 333,646 $ 1,679,692
Distributions allocated to General Partners............................ $ 26,905 $ 134,574
Distributions allocated to Limited Partners............................ $ 306,741 $ 1,545,118
</TABLE>
2. Fees and other compensation paid or accrued by the Partnership to the General
Partners, or their affiliates, for the three months ended December 31, 1994:
<TABLE>
Entity Receiving Form of (Unaudited)
Compensation Compensation Amount
<S> <C>
Winthrop Management Property management fees $ 4,951
General Partners Interest in Cash Available
for Distribution $ 26,905
WFC Realty Co., Inc. Interest in Cash Available
for Distribution $ 67
</TABLE>
All other information required pursuant to Section 9.4 of the Partnership
Agreement is set forth in the attached Financial Statements and related notes or
the Annual Partnership Report.
<PAGE>
8. PROPERTY SUMMARY
The following is a summary of real estate (accounted for under the operating or
financing method) leased to others (land and commercial building at each
location) held on a fee ownership basis at December 31, 1994:
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------
Costs
Purchase Capitalized
Name Price Including Subsequent
Date Acquired of Tenant Location Acquisition Fees to Acquisition Gross Cost
<S> <C> <C> <C> <C> <C>
September 23, 1980 The Lawson Company Bolivar, Creston, $1,025,131 $13,556 $1,038,687
and Ashtabula, OH;
Royal Oak, Berkley
and St. Clair
Shores, MI
November 19, 1980 Toys "R" Us, Inc. Livingston, NJ 4,360,000 2,000 4,362,000
and Beaumont, TX
December 24, 1980 Duckwall-Alco Mt. Pleasant, IA 1,941,575 13,049 1,954,624
Stores, Inc. & and Nebraska City,
Motorolla, Inc. NE
December 30, 1980 Wal-Mart Bowling Green, KY 4,984,416 14,020 4,998,436
Stores, Inc. and Victoria, TX
</TABLE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
(ACCOUNTED FOR UNDER THE OPERATING METHOD)
DECEMBER 31, 1994
SCHEDULE III
Page 1 of 3
<TABLE>
Initial Cost to Partnership &
Gross Amount at Which Carried
as of Dec. 31, 1994 (A,B&C) Accumulated
Depreciation
Buildings & as of Dec. 31,
Description Land Improvements Total 1994 (D)
<S> <C> <C> <C> <C>
Land and retail stores,
Bolivar, Creston and
Ashtabula, OH; Royal
Oak, and St. Clair
Shores, MI (E) $ 256,077 $ 597,513 $ 853,590 $ 442,954
Land and retail store,
Mt. Pleasant, IA 95,999 703,999 799,998 147,823
Land and retail store,
Nebraska City, NB 62,400 717,600 780,000 150,696
Land,
Livingston, NJ 595,826 - 595,826 -
Land,
Beaumont, TX 647,875 - 647,875 -
Land,
Bowling Green, KY 469,250 - 469,250 -
$2,127,427 $2,019,112 $4,146,539 $ 741,473
</TABLE>
<TABLE>
Life on Which
Date of Depreciation
Construction Date Expense
Description Completion Acquired is Computed
<S> <C> <C> <C>
Land and retail stores,
Bolivar, Creston and
Ashtabula, OH; Royal
Oak, and St. Clair
Shores, MI (E) 1980 Sept. 1980 5-40 years
Land and retail store,
Mt. Pleasant, IA 1979 Dec. 1980 5-40 years
Land and retail store,
Nebraska City, NB 1979 Dec. 1980 5-40 years
Land,
Livingston, NJ - Nov. 1980 -
Land,
Beaumont, TX - Nov. 1980 -
Land,
Bowling Green, KY - Dec. 1980 -
</TABLE>
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
(ACCOUNTED FOR UNDER THE OPERATING METHOD)
DECEMBER 31, 1994
SCHEDULE III
Page 2 of 3
(A) The cost of the properties represents the purchase price of the
properties plus miscellaneous acquisition and closing costs. Included
in the costs are property acquisition fees totaling $585,437 paid to
the managing general partner (see Note 3 of Notes to Financial
Statements).
(B) The cost of real estate owned at December 31, 1994 is the same for
financial statement and income tax reporting purposes.
(C) Reconciliation of real estate owned:
Balance as of December 31, 1993...................... $ 4,146,539
Additions during 1994................................ 0
Sales during 1994.................................... 0
Balance as of December 31, 1994...................... $ 4,146,539
(D) Reconciliation of accumulated depreciation:
Balance as of December 31, 1993...................... $ 641,120
Depreciation expense during 1994..................... 100,353
Sales of property during 1994........................ 0
Balance as of December 31, 1994...................... $ 741,473
(E) All five stores are approximately the same size and have equivalent
land, building and improvement costs.
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
(ACCOUNTED FOR UNDER THE FINANCING METHOD)
DECEMBER 31, 1994
SCHEDULE III
Page 3 of 3
<TABLE>
<S> <C> <C>
Minimum lease Payments
Net Investment in Received Net of Interest
Financing Leases at Income Earned at
Description Point of Purchase(A) December 31, 1994 (B)
Retail store,Land,
Livingston, NJ $1,532,124 $ 548,646
Retail store,
Beaumont, TX 1,586,176 567,730
Retail store,
Bowling Green, KY 1,407,750 467,068
Land and retail store,Land,
Victoria, TX 3,121,435 729,119
$7,647,485 $2,312,563
</TABLE>
<TABLE>
<S> <C> <C> <C>
Date of Length of Lease
Construction Date on Which Interest
Description Completion Acquired Income is Computed
Retail Store,
Livingston, NJ 1980 Nov. 1980 20 years
Retail Store,
Beaumont, TX 1980 Nov. 1980 20 years
Retail Store,
Bowling Green, KY 1980 Dec. 1980 20 years
Land and Retail Store,
Victoria, TX 1980 Dec. 1980 20 years
</TABLE>
(A) The net investment in financing leases at the point of purchase
reflects the purchase price of the properties plus miscellaneous
acquisition and closing costs. Included in the costs are property
acquisition fees totaling $555,463 paid to the Managing General
Partner (see Note 3 of Notes to Financial Statements). The net
investment at the point of purchase is as follows:
<TABLE>
<S> <C>
Minimum lease payments receivable........... $ 16,489,974
Plus: Unguaranteed residual................ 2,924,802
Minus: Unearned income..................... (11,767,291)
Net Investment.............................. $ 7,647,485
</TABLE>
(B) Reconciliation of minimum lease payments received net of interest
income earned:
<TABLE>
<S> <C>
Balance as of December 31, 1993............. $ 2,026,424
Minimum lease payments received net of
interest income earned during 1994......... 286,139
Balance as of December 31, 1994............. $ 2,312,563
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Title of Document
3 Amended and Restated Agreement of Limited Partnership of Winthrop
Partners 80 dated as of June 5, 1980 (incorporated herein by
reference to the Registrant's Registration Statement on Form S-11,
File No. 2-66725).
4 See Exhibit (3).
10(a) Property Management Agreement between Winthrop
Partners 80 and WP Management Co., Inc. dated
February 12, 1980 (incorporated herein by reference
to the Registrant's Registration Statement on Form
S-11, File No. 2-66725).
10(b) Property Management Subcontract between WP Manage-
ment Co., Inc. and Winthrop/Dolben Management Co.,
Inc. dated as of February 12, 1980 (incorporated
herein by reference to the Registrant's Registra-
tion Statement on Form S-11, File No. 2-66725).
10(c) Documents relating to Dairymart, formerly The Lawson Company
("Dairymart"), property in Bolivar, Ohio (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
October 10, 1980).
10(d) Documents relating to the Dairymart property in Creston, Ohio
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated October 10, 1980).
10(e) Documents relating to the Dairymart property in Ashtabula, Ohio
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated October 10, 1980).
10(f) Documents relating to the Dairymart property in Royal Oak, Michigan
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated October 10, 1980).
<PAGE>
10(g) Documents relating to the Dairymart property in Berkley, Michigan
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated October
10, 1980).
10(h) Documents relating to the Dairymart property in St. Clair Shores,
Michigan (incorporated herein by reference to the Registrant's
Current Report on Form 8-K dated October 10, 1980).
10(i) Document relating to the Toys "R" Us, Inc. ("Toys") property in
Livingston, New Jersey (incorporated herein by reference to the
Registrant's Current Report on Form 8-K dated December 2, 1980).
10(j) Documents relating to the Toys property in Beaumont, Texas
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated December 2, 1980).
10(k) Documents relating to the Motorola, formerly Duckwall-Alco Stores,
Inc., property in Mt. Pleasant, Iowa (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
January 7, 1981).
Release Agreement and Assumption and Assignment of Lease, dated
September 29, 1989. (incorporated herein by reference to the
Registrant's annual report on Form 10-K dated March 31, 1992)
First Amendment to Sublease, dated March 31, 1990. (incorporated
herein by reference to the Registrant's annual report on Form 10-K
dated March 31, 1992)
Second Amendment to Sublease, dated April 9, 1991. (incorporated
herein by reference to the Registrant's annual report on Form 10-K
dated March 31, 1992)
<PAGE>
10(l) Documents relating to the Duckwall-Alco Stores, Inc.
property in Nebraska City, Nebraska (incorporated
herein by reference to the Registrant's Current
Report on Form 8-K dated January 7, 1981).
Assumption and Amendment to Lease, dated September
11, 1989. (incorporated herein by reference to the
Registrant's annual report on Form 10-K dated
March 31, 1992)
10(m) Documents relating to the Wal-Mart Stores, Inc. ("Wal-Mart")
property in Bowling Green, Kentucky (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
January 7, 1981).
10(n) Documents relating to the Wal-Mart property in Victoria, Texas
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated January 7, 1981).
10(o) Documents relating to the Electric Power Research
Institute, Inc. property in Mecklenburg County, North
Carolina (incorporated herein by reference to the
Registrant's Current Report on Form 8-K dated January
7, 1981).
10(p) Documents relating to the Nations Bank, formerly NCNB and formerly
Bankers Trust Company of South Carolina ("NCNB"), property in
Green-ville, South Carolina (incorporated herein by reference to the
Registrant's Current Report on Form 8-K dated December 9, 1981).
Amendment to Lease, dated February 18, 1991. (incorporated herein by
reference to the Registrant's annual report on Form 10-K dated March
31, 1992)
<PAGE>
10(q) Documents relating to the NCNB property in Anderson, South Carolina
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated December 9, 1981).
Amendment to Lease, dated July 29, 1991. (incorporated herein by
reference to the Registrant's annual report on Form 10-K dated March
31, 1992)
10(r) Documents relating to the NCNB property in Johnston, South Carolina
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated December 9, 1981).
Amendment to Lease, dated February 8, 1991.
10(s) Documents relating to the Circuit City, formerly Wards Company,
Inc., property in Gaithersburg, Maryland (incorporated herein by
reference to the Registrant's Current Report on Form 8-K dated
December 9, 1981).
10(t) Documents relating to the NCNB property in Beaufort, South Carolina
(incorporated herein by reference to the Registrant's Current Report
on Form 8-K dated January 9, 1982).
Amendment to Lease, dated February 8, 1991. (incorporated herein by
reference to the Registrant's annual report on Form 10-K dated March
31, 1992)
10(u) Pages 7-9, 16-23 and 23-25 of the Partnership's Prospectus dated
June 9, 1980 (filed with the Commission pursuant to Rule 424(b) on
June 19, 1980).
