<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 0-9684
Winthrop Partners 80 Limited Partnership
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(Exact name of small business issuer as specified in its charter)
Massachusetts 04-2693546
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One International Place, Boston, Massachusetts 02110
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(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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1 of 10
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
<S> <C> <C>
Assets
Real Estate Leased to Others:
Accounted for under the operating method, at
cost, net of accumulated depreciation of
$812,000 (1996) and $885,000 (1995) $ 3,161,000 $ 3,261,000
Accounted for under the financing method 4,936,000 5,020,000
----------- -----------
8,097,000 8,281,000
Other Assets:
Cash and cash equivalents 1,000,000 795,000
Other, net of accumulated amortization of
$15,000 (1996) and $14,000 (1995) 105,000 106,000
----------- -----------
Total Assets $ 9,202,000 $ 9,182,000
=========== ===========
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 123,000 $ 45,000
Distributions payable to partners 503,000 366,000
----------- -----------
Total Liabilities 626,000 411,000
----------- -----------
Partners Capital:
Limited Partners -
Units of Limited Partnership Interest,
$500 stated value per Unit; authorized - 50,000 Units;
issued and outstanding - 45,646 Units 9,091,000 9,281,000
General Partners (Deficit) (515,000) (510,000)
----------- -----------
Total Partners' Capital 8,576,000 8,771,000
----------- -----------
Total Liabilities and Partners' Capital $ 9,202,000 $ 9,182,000
=========== ===========
</TABLE>
See notes to financial statements.
2 of 10
<PAGE>
WINTHROP PARTNERS 80 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 $157,000 $122,000
Interest on short-term investments 6,000 4,000
Interest income on real estate leases accounted
for under the financing method 123,000 130,000
Gain on sale of property 57,000 --
-------- --------
343,000 256,000
-------- --------
Expenses:
Depreciation and amortization 17,000 23,000
Management fees 6,000 5,000
General and administrative 14,000 7,000
-------- --------
Total expenses 37,000 35,000
-------- --------
Net Income $306,000 $221,000
======== ========
Net Income per Unit of Limited Partnership Interest $ 6.18 $ 4.45
======== ========
Distributions per Unit of Limited Partnership Interest $ 10.34 $ 5.74
======== ========
See notes to financial statements.
3 of 10
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
Statement of Partners' Capital (Unaudited)
<TABLE>
<CAPTION>
Units of
Limited General Limited
Partnership Partners' Partners' Total
Interest Deficit Capital Capital
<S> <C> <C> <C> <C>
Balance - January 1, 1996 45,646 $ (510,000) $ 9,281,000 $ 8,771,000
Cash distributions paid or accrued (29,000) (472,000) (501,000)
Net income 24,000 282,000 306,000
----------- ----------- ----------- -----------
Balance - March 31, 1996 45,646 $ (515,000) $ 9,091,000 $ 8,576,000
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
4 of 10
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, March 31,
1996 1995
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 306,000 $ 221,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 17,000 23,000
Minimum lease payments received, net of interest income
earned, on leases accounted for under the financing method 84,000 76,000
Gain on sale of property (57,000) --
Changes in assets and liabilities:
Decrease in other assets -- 7,000
Increase in accounts payable and accrued expenses 78,000 11,000
----------- -----------
Net cash provided by operating activities 428,000 338,000
----------- -----------
Cash Flows From Investing Activities:
Proceeds from sale of property 141,000 --
----------- -----------
Cash provided by investing activities 141,000 --
----------- -----------
Cash Flows From Financing Activities:
Cash distributions paid (364,000) (337,000)
----------- -----------
Cash used in financing activities (364,000) (337,000)
----------- -----------
Net increase in cash and cash equivalents 205,000 1,000
Cash and cash equivalents, beginning of period 795,000 728,000
----------- -----------
Cash and cash equivalents, end of period $ 1,000,000 $ 729,000
=========== ===========
</TABLE>
See notes to financial statements.
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<PAGE>
WINTHROP PARTNERS 80 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 $6,000 and $5,000 during the
three months ended March 31, 1996 and 1995, respectively.
3. Sale of Property
In January 1996, the Partnership sold its St. Clair Shores, Michigan
property for $141,000, resulting in a gain of $57,000.
6 of 10
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1996
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 a single tenant
pursuant to triple net leases with remaining lease terms, subject to
extensions, ranging between fifteen months and fifty-seven months. The
Partnership receives rental 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
$205,000 increase at March 31, 1995 as compared to December 31, 1995.
The Partnership's $428,000 of cash provided by operating activities and
$141,000 provided from the sale of its St. Clair Shores property
(investing activities) was only partially offset by $364,000 of cash
used for partner distributions (financing activities). Cash provided by
Partnership operations improved at March 31, 1996 as compared to March
31, 1995 primarily due to the proceeds from the sale of the St. Clair
Shores property and an increase in rental income.
The Partnership requires cash primarily to pay management fees at its
properties and general and administrative expenses. In addition, the
Partnership is responsible for operating expenses, such as real estate
taxes, insurance and utility expenses associated with the vacant
Ashtabula, Ohio property and would be responsible for similar expenses
if other properties were to become vacant upon the expiration of
leases. 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.
In January 1996, the Partnership's St. Clair Shores property which was
leased to Dairy Mart was sold to an unaffiliated third party (Dairy
Mart's sublet tenant) for a price of $141,000 which was less than the
original purchase price of $174,000. The sale proceeds of approximately
$3 per unit, were distributed to limited partners with the first
quarter 1996 distribution. The cash-on-cash return provided by the
property during its holding period was approximately 8.12% 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 properly represented less than 1% of the
initial offering proceeds. The sale price was determined by independent
appraisal.
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<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1996
Item 2. Management's Discussion and Analysis or Plan of Operation
(Continued)
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 Bowling Green lease, additional
percentage rents are expected to be eliminated due to Wal-Mart vacating
the property in 1995 which will have a negative impact on the
Partnership's revenues. With respect to the Duckwall, Motorola and the
three Dairy Mart leases, the remaining terms of the original leases
expire in 1997 and 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.
The Partnership invests its working capital reserves in a money market
account or repurchase agreements secured by United States Treasury
obligations.
Results of Operations
Three Months ended March 31, 1996 vs. March 31, 1995.
Operating results improved $85,000 for the three months ended March 31,
1996 as compared to 1995 due to an increase in revenues of $87,000
which was only slightly offset by an increase in expenses of $2,000.
Revenues increased by $87,000 for the three months ended March 31, 1996
as compared to 1995 due to an increase in rental income of $35,000, an
increase of $2,000 from short term investments, and a $57,000 gain from
sale of the Partnership's St. Clair Shores property which was partially
offset by a decrease of $7,000 in interest income on real estate leases
accounted for under the financing method. Rental revenue increased
primarily due to the receipt of contingent rental payments at certain
of the Partnership's properties.
Expenses increased by $2,000 for the three months ended March 31, 1996
as compared to 1995 due to an increase of $7,000 in general and
administrative expenses and an increase of $1,000 in management fees
which were partially offset by a decrease in depreciation and
amortization of $6,000. The increase in general and administrative
expenses was the result of the payment of certain professional fees.
8 of 10
<PAGE>
WINTHROP PARTNERS 80 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 80 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 14, 1996
10 of 10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Winthrop
Partners 80 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> 1,000,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 8,909,000
<DEPRECIATION> 812,000
<TOTAL-ASSETS> 9,202,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8,576,000
<TOTAL-LIABILITY-AND-EQUITY> 9,202,000
<SALES> 0
<TOTAL-REVENUES> 337,000
<CGS> 0
<TOTAL-COSTS> 23,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 306,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 306,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 306,000
<EPS-PRIMARY> 6.18
<EPS-DILUTED> 6.18
</TABLE>
