<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 September 30, 1997
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)
Five Cambridge Center, Cambridge, MA 02142-1493
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 234-3000
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 SEPTEMBER 30, 1997
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
(In Thousands, Except Unit Data)
Balance Sheets (Unaudited)
September 30, December 31,
1997 1996
------------- ------------
Assets
Real Estate Leased to Others:
Accounted for under the operating method, at
cost, net of accumulated depreciation of
$657 (1997) and $698 (1996) $ 2,484 $ 2,548
Accounted for under the financing method 4,391 4,673
------------- ------------
6,875 7,221
Other Assets:
Cash and cash equivalents 1,413 904
Other, net of accumulated amortization of
$19 (1997) and $17 (1996) 12 11
------------- ------------
Total Assets $ 8,300 $ 8,136
============= ============
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 71 $ 118
Distributions payable to partners 228 333
------------- ------------
Total Liabilities 299 451
------------- ------------
Partners' Capital:
Limited Partners-
Units of Limited Partnership Interest,
$500 stated value per Unit; authorized
- 50,010 Units; issued and outstanding
- 45,646 Units 8,525 8,274
General Partners (Deficit) (524) (589)
------------- ------------
Total Partners' Capital 8,001 7,685
------------- ------------
Total Liabilities and Partners' Capital $ 8,300 $ 8,136
============= ============
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1997
Statements of Operations (Unaudited)
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Income:
Rental income from real estate leases accounted
for under the operating method $ 124 $ 126 $ 445 $ 434
Interest on short-term investments 17 12 42 31
Interest income on real estate leases accounted
for under the financing method 138 147 420 446
Gain on sale of property 46 - 46 57
Other income 17 - 47 -
--------- --------- ---------- ----------
Total income 342 285 1,000 968
--------- --------- ---------- ----------
Expenses:
Loss due to impairment of real estate - - - 600
Depreciation and amortization 12 12 33 46
Management fees 5 5 17 17
General and administrative 22 16 91 56
--------- --------- ---------- ----------
Total expenses 39 33 141 719
--------- --------- ---------- ----------
Net income $ 303 $ 252 $ 859 $ 249
========= ========= ========== ==========
Net income allocated to general partners $ 21 $ 20 $ 65 $ 20
========= ========= ========== ==========
Net income allocated to limited partners $ 282 $ 232 $ 794 $ 229
========= ========= ========== ==========
Net income per Unit of Limited Partnership
Interest $ 6.17 $ 5.08 $ 17.39 $ 5.02
========= ========= ========== ==========
Distributions per Unit of Limited Parthership Interest $ 5.00 $ 6.86 $ 11.90 $ 25.13
========= ========= ========== ==========
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1997
Statement of Partners' Capital (Unaudited)
(In Thousands, Except Unit Data)
Units of
Limited General Limited
Partnership Partners' Partners' Total
Interest Deficit Capital Capital
----------- --------- --------- --------
Balance - January 1, 1997 45,646 $ (589) $ 8,274 $ 7,685
Distributions -- (543) (543)
Net income 65 794 859
------ ------- -------- -------
Balance - September 30, 1997 45,646 $ (524) $ 8,525 $ 8,001
====== ======= ======== =======
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1997
Statements of Cash Flows (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, September 30,
1997 1996
-------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 859 $ 249
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 31 44
Amortization 2 2
Loss due to impairment of value of real estate - 600
Gain on sale of property (46) (57)
Changes in assets and liabilities:
(Increase) decrease in other assets (4) 96
(Decrease) increase in accounts payable and
accrued expenses (47) 68
------------ ------------
Net cash provided by operating activities 795 1,002
------------ ------------
Cash Flows From Investing Activities:
Minimum lease payments received, net of interest income
earned, on leases accounted for under the financing method 282 257
Net proceeds from sale of property 80 141
------------ ------------
Cash provided by investing activities 362 398
------------ ------------
Cash Flows From Financing Activities:
Cash distributions (648) (1,260)
------------ ------------
Cash used in financing activities (648) (1,260)
------------ ------------
Net increase in cash and cash equivalents 509 140
Cash and cash equivalents, beginning of period 904 795
------------ ------------
Cash and cash equivalents, end of period $ 1,413 $ 935
============ ============
Supplemental Disclosure of Non-Cash
Financing Activities:
Accrued distributions to Partners $ 228 $ 341
=========== ============
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB SEPTEMBER 30, 1997
NOTES TO FINANCIAL STATEMENTS
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-KSB for the year ended December 31, 1996.
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 3 and the sale of the Partnership's St. Clair Shores, Michigan
property in January 1996. Certain amounts have been reclassified to
conform to the September 30, 1997 presentation. The balance sheet
at December 31, 1996 was derived from audited financial statements
at such date.
The results of operations for the nine months ended September 30,
1997 and 1996 are not necessarily indicative of the results to be
expected for the full year.
2. Related Party Transactions
Management fees earned by an affiliate of the Managing General
Partner, totaled $17,000 during each of the nine months ended
September 30, 1997 and 1996.
3. Sale of Property
In August 1997, the Partnership sold its Creston, Ohio property to
the tenant of the property for $80,000, net of closing costs of
$2,000, resulting in a gain of $46,000.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB SEPTEMBER 30, 1997
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
Each of the Partnership's remaining nine properties (except
Ashtabula, Ohio which is currently vacant) is leased to a single
tenant pursuant to triple net leases with remaining lease terms up
to approximately four years, subject to extensions. 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 $509,000 increase at September 30, 1997, as compared
to December 31, 1996. The Partnership's $795,000 of cash provided
by operating activities, $282,000 of lease payments received under
financing leases (net of interest income) and proceeds of $80,000
from the sale of the Creston, Ohio property (investing activities)
were partially offset by $648,000 of cash used for partner
distributions (financing activities). At September 30, 1997, the
Partnership had $1,413,000 in cash reserves which has been invested
primarily in money market mutual funds.
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. These operating expenses for the vacant
Ashtabula, Ohio property are not significant. The Partnership's
rental and interest income was sufficient for the nine months ended
September 30, 1997, 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. In light of the tenant leases expiring in November 1997
and June 1998, as discussed below, the Managing General Partner is
evaluating the Registrant's cash requirements and has decreased the
1997 distributions.
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. As tenant leases expire, the
Partnership expects that inflation and changing prices will affect
the Partnership's revenues. With respect to the Motorola lease and
the two Dairy Mart leases, the remaining terms of the original
leases expire in November 1997 and June 1998, respectively. The
Managing General Partner is currently negotiating a one year
extension on the Motorola lease and is hopeful that it will be
signed during the fourth quarter of 1997. The extension is expected
to generate slightly higher rental income than the current lease
payments. The aforementioned leases represent approximately 10% of
annual rental receipts. 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
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB SEPTEMBER 30, 1997
Item 2. Management's Discussion and Analysis or Plan of Operation
(Continued)
Liquidity and Capital Resources (continued)
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 required to either sell the properties or
procure new tenants. If the Partnership attempts to procure new
tenants, it 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.
The Partnership maintains cash reserves to enable it to make
potential capital improvements required in connection with the
re-letting of the properties. The Partnership invests its working
capital reserves in money market mutual funds.
Results of Operations
Net income increased by $610,000 for the nine months ended
September 30, 1997, as compared to 1996, due to a $600,000 loss due
to the impairment of value recorded on certain of the Partnership's
properties (Mt. Pleasent, Iowa ($300,000), Nebraska City, Nebraska
($200,000) and two Ohio properties leased to Dairymart ($100,000))
during 1996.
Revenues increased by $32,000 for the nine months ended September
30, 1997, as compared to 1996, due to increases in other income of
$47,000, rental income of $11,000 and interest income on short-term
investments of $11,000. These increases were partially offset by
decreases in interest income on real estate leases accounted for
under the financing method of $26,000 and gain on sale of property
of $11,000.
With respect to the remaining properties, depreciation expense
decreased $12,000 due to the loss due to impairment of value
recorded on the above mentioned properties in June 1996. The
increase in general and administrative expenses of $35,000 is
primarily due to an increase in professional fees and related costs
and operating expenses relating to the Partnership's vacant
Ashtabula, Ohio property.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB SEPTEMBER 30, 1997
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 on Form 8-K were filed during the three
months ended September 30, 1997.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 1997
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.
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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: November 11, 1997
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB SEPTEMBER 30, 1997
Exhibit Index
Exhibit Page No.
27. Financial Data Schedule -
99. Supplementary Information Required Pursuant to
Section 9.4 of the Partnership Agreement. 12
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<TABLE> <S> <C>
<PAGE>
<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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,413,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,532,000
<DEPRECIATION> (657,000)
<TOTAL-ASSETS> 8,300,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 8,001,000
<TOTAL-LIABILITY-AND-EQUITY> 8,300,000
<SALES> 0
<TOTAL-REVENUES> 958,000
<CGS> 0
<TOTAL-COSTS> 50,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 859,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 859,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 859,000
<EPS-PRIMARY> 17.39
<EPS-DILUTED> 17.39
</TABLE>
<PAGE>
Exhibit 99
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB SEPTEMBER 30, 1997
Supplementary Information Required Pursuant to Section 9.4 of the Partnership
Agreement
1. Statement of Cash Available for Distribution for the three
months ended September 30, 1997:
Net income $ 303,000
Add: Depreciation and amortization charged to income
not affecting cash available for distribution 12,000
Minimum lease payments received, net of interest
income earned, on leases accounted for under the
financing method 96,000
Net proceeds from sale of property 80,000
Less: Other income - non cash item (16,000)
Cash to reserves (201,000)
Gain on sale of property (46,000)
---------
Cash Available for Distribution $ 228,000
=========
Distributions allocated to General Partners $ -
=========
Distributions allocated to Limited Partners $ 228,000
=========
2. Fees and other compensation paid or accrued by the Partnership
to the General Partners, or their affiliates, during the three
months ended September 30, 1997:
Entity Receiving Form of
Compensation Compensation Amount
- ---------------- ------------ ------
Winthrop
Management Property Management Fees $ 5,000
General Partners Interest in Cash Available
for Distribution $ -
WFC Realty Co., Inc. Interest in Cash Available
(Initial Limited Partner) for Distribution $ 1,000
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