<PAGE>
U.S. 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 June 30, 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
(Exact name of small business issuer as specified in its charter)
Massachusetts 04-2693546
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One International Place, Boston, Massachusetts 02110
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 330-8600
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 1996
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
Balance Sheets (Unaudited) June 30, December 31,
(In Thousands, Except Unit Data) 1996 1995
-------- ------------
<S> <C> <C>
Assets
Real Estate Leased to Others:
Accounted for under the operating method, at cost, net of
accumulated depreciation and allowance for impairment of
value $1,428 (1996) and $885 (1995) $ 2,544 $ 3,261
Accounted for under the financing method 4,851 5,020
------- -------
7,395 8,281
Other Assets:
Cash and cash equivalents 982 795
Other, net of accumulated amortization of
$15 (1996) and $14 (1995) 8 106
------- -------
Total Assets $ 8,385 $ 9,182
======= =======
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 118 $ 45
Distributions payable to partners 394 366
------- -------
Total Liabilities 512 411
------- -------
Partners Capital:
Limited Partners -
Units of Limited Partnership Interest,
$500 stated value per Unit; authorized - 50,000 Units;
issued and outstanding - 45,646 Units 8,444 9,281
General Partners (Deficit) (571) (510)
------- -------
Total Partners' Capital 7,873 8,771
------- -------
Total Liabilities and Partners' Capital $ 8,385 $ 9,182
======= =======
</TABLE>
See notes to financial statements.
2 of 12
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 1996
<TABLE>
<CAPTION>
Statements of Income (Unaudited)
(In Thousands, Except Unit Data) For the Three Months Ended For the Six Months Ended
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Income: General
Rental income from real estate leases accounted
for under the operating method $ 207 $ 382 $ 364 $ 504
Interest on short-term investments 13 20 19 24
Interest income on real estate leases accounted
for under the financing method 120 129 243 259
Gain on sale of property -- -- 57 --
----------- ----------- ----------- -----------
340 531 683 787
----------- ----------- ----------- -----------
Expenses:
Provision for impairment of value 600 -- 600 --
Depreciation and amortization 17 23 34 46
Management fees 6 9 12 14
General and administrative 26 19 40 26
----------- ----------- ----------- -----------
Total expenses 649 51 686 86
----------- ----------- ----------- -----------
Net (Loss) income $ (309) $ 480 $ (3) $ 701
=========== =========== =========== ===========
Net (Loss) Income per Unit of Limited Partnership
Interest $ (6.22) $ 9.68 $ (.07) $ 14.13
=========== =========== =========== ===========
Distributions per Unit of Limited Partnership Interest $ 7.93 $ 10.76 18.27 16.50
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
3 of 12
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 1996
<TABLE>
<CAPTION>
Statement of Partners' Capital (Unaudited)
(In Thousands, Except Unit Data)
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) $ 9,281 $ 8,771
Distributions (61) (834) (895)
Net income -- (3) (3)
------- ------- ------- -------
Balance - June 30, 1996 45,646 $ (571) $ 8,444 $ 7,873
======= ======= ======= =======
</TABLE>
See notes to financial statements.
4 of 12
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 1996
Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION> For the Six Months Ended
(In Thousands) June 30, 1996 June 30, 1995
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net (Loss) income $ (3) $ 701
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 34 46
Provision for impairment of value 600
Minimum lease payments received, net of interest income
earned, on leases accounted for under the financing method 169 154
Gain on sale of property (57) --
Changes in assets and liabilities:
Decrease (increase) in other assets 97 (61)
Increase in accounts payable and accrued expenses 73 14
------------- -------------
Net cash provided by operating activities 913 854
------------- -------------
Cash Flows From Investing Activities:
Proceeds from sale of property 141 --
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Cash provided by investing activities 141 --
------------- -------------
Cash Flows From Financing Activities:
Cash distributions (867) (597)
------------- -------------
Cash used in financing activities (867) (597)
------------- -------------
Net increase in cash and cash equivalents 187 257
Cash and cash equivalents, beginning of period 795 728
------------- -------------
Cash and cash equivalents, end of period $ 982 $ 985
============= =============
</TABLE>
See notes to financial statements.
5 of 12
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB JUNE 30, 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 on Form 10-K 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, except as described in Note 4. Certain amounts have been
reclassified to conform to the June 30, 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 and six months ended June 30, 1996
and 1995 are not necessarily indicative of the results to be expected for the
full year.
2. Accounting Change
On January 1, 1996, the Partnership adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of", which requires
impairment losses to be recognized for long-lived assets used in operations
when indicators of impairment are present and the undiscounted cash flows are
not sufficient to recover the asset's carrying amount. The impairment loss is
measured by comparing the fair value of the asset to its carrying amount.
In June 1996, the Partnership determined that based upon current economic
conditions and projected operational cash flow the decline in value of the
Partnership's properties located in Mt. Pleasant, Iowa ($300,000), Nebraska
City, Nebraska ($200,000) and two Ohio properties leased to Dairymart
($100,000) was other than temporary and that recovery of their carrying
values was not likely. Accordingly, a provision for impairment of value of
$600,000 was recognized by the Partnership to reduce the property's carrying
value to an amount equal to its estimated fair value.
3. Related Party Transactions
Management fees paid by the Partnership to an affiliate of the Managing
General Partner, totaled $12,000 and $14,000 during the six months ended June
30, 1996 and 1995, respectively.
4. 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.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB JUNE 30, 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 twelve months and fifty-four 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
$187,000 increase at June 30, 1996 as compared to December 31, 1995. The
Partnership's $913,000 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 $867,000 of cash
used for partner distributions (financing activities).
The Partnership requires cash primarily to pay management fees 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 six months ended June 30,
1996, and is expected to be sufficient in future periods, to pay all of
the Partnership's operating expenses 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.
Due to 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 Motorola and the three Dairy Mart leases, the remaining
terms of the original leases expire in 1997 and 1998. The Duckwall
lease, which expires in 2000, provides the tenant with the option to
terminate the lease in 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. Upon
expiration of tenant leases the Partnership will be required to either
sell the properties or procure new tenants. The Partnership maintains
cash reserves required for potential capital improvements in order to
re-lease the properties.
7 of 12
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB JUNE 30, 1996
Item 2. Management's Discussion and Analysis or Plan of Operation
(Continued)
The Partnership invests its working capital reserves in a money market
mutual fund.
Results of Operations
Net income decreased by $704,000 and $789,000 for the six and three
months ended June 30, 1996, respectively, as compared to 1995, due to a
decrease in revenues and a $600,000 provision for impairment of value
recorded in the three months ended June 30, 1996 on certain of the
Partnership's properties (Mt. Pleasant, Iowa ($300,000), Nebraska City,
Nebraska ($200,000) and two Ohio properties leased to Dairymart
($100,000)).
Revenues decreased by $104,000 for the six months ended June 30, 1996,
as compared to 1995, primarily due to a decrease of $140,000 in rental
income which was partially offset by a $57,000 gain on the sale of the
Partnership's St. Clair Shores property. With respect to the remaining
properties, rental income decreased by approximately $131,000, primarily
due to the elimination of percentage rents in 1996 with respect to the
Wal-Mart Bowling Green lease. Wal-Mart, which vacated the Bowling Green
property during 1995, continues to pay rent, and is attempting to sublet
the property.
With respect to the remaining properties, except for the provision for
impairment of value, expenses remained relatively constant during the
six months ended June 30, 1996, as compared to 1995. General and
administrative expenses increased due to an increase in professional
fees and related costs.
8 of 12
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB JUNE 30, 1996
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27. Financial Data Schedule
99. Supplementary Information Required Pursuant to Section 9.4
of the Partnership Agreement.
(b) Reports of Form 8-K
No Reports of Form 8-K were filed during the three months ended
June 30, 1996.
9 of 12
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 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: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer and Director
BY: /s/ Edward V. Williams
Edward V. Williams
Chief Financial Officer
Dated: August 13, 1996
10 of 12
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
- ------- --------
27. Financial Data Schedule --
99. Supplementary Information Required Pursuant
to Section 9.4 of the Partnership Agreement. 12
11 of 12
<PAGE>
Exhibit 99
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
JUNE 30, 1996
Supplementary Information Required Pursuant to Section 9.4 of
the Partnership Agreement
1. Statement of Cash Available for Distribution for the three months ended
June 30, 1996:
Net (Loss) $ (309,000)
Add: Depreciation and amortization charges to income not
affecting cash available for distribution 17,000
Provision for impairment of value 600,000
Minimum lease payments received, net of interest
income earned, on leases accounted for under the
financing method 85,000
Prepaid rent 1,000
----------
Cash Available for Distribution $ 394,000
==========
Distributions allocated to General Partners $ 32,000
==========
Distributions allocated to Limited Partners $ 362,000
==========
2. Fees and other compensation paid or accrued by the Partnership to the General
Partners, or their affiliates, during the three months ended June 30, 1996:
Entity Receiving Form of
Compensation Compensation Amount
---------------- -------------------------- ------
Winthrop
Management Property Management Fees $ 6,000
General Partners Interest in Cash Available
for Distribution $32,000
WFC Realty Co., Inc.
(Initial Limited Partner) Interest in Cash Available
for Distribution $ 2,000
12 of 12
<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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 982,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 8,823,000
<DEPRECIATION> (828,000)
<TOTAL-ASSETS> 8,985,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 8,473,000
<TOTAL-LIABILITY-AND-EQUITY> 8,985,000
<SALES> 0
<TOTAL-REVENUES> 664,000
<CGS> 0
<TOTAL-COSTS> 46,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 597,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 597,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 597,000
<EPS-PRIMARY> 12.03
<EPS-DILUTED> 12.03
</TABLE>
