<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, 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
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Winthrop Partners 80 Limited Partnership
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(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
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 330-8600
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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, 1997
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
(In Thousands, Except Unit Data)
Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
--------------- ---------------
<S> <C> <C>
Assets
Real Estate Leased to Others:
Accounted for under the operating method,
at cost, net of accumulated depreciation of
$718 (1997) and $698 (1996) $ 2,528 $ 2,548
Accounted for under the financing method 4,487 4,673
--------------- ---------------
7,015 7,221
Other Assets:
Cash and cash equivalents 1,179 904
Other, net of accumulated amortization of
$18 (1997) and $17 (1996) 2 11
--------------- ---------------
Total Assets $ 8,196 $ 8,136
=============== ===============
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 86 $ 118
Distributions payable to partners 195 333
--------------- ---------------
Total Liabilities 281 451
--------------- ---------------
Partners' Capital:
Limited Partners -
Units of Limited Partnership Interest, $500 stated value per Unit;
authorized - 50,010 Units;
issued and outstanding - 45,646 Units 8,471 8,274
General Partners' (Deficit) (556) (589)
--------------- ---------------
Total Partners' Capital 7,915 7,685
--------------- ---------------
Total Liabilities and Partners' Capital $ 8,196 $ 8,136
=============== ===============
</TABLE>
See notes to financial statements.
2 of 12
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 1997
Statements of Operations (Unaudited)
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Income:
Rental income from real estate leases accounted
for under the operating method $ 192 $ 207 $ 321 $ 364
Interest on short-term investments 13 13 25 19
Interest income on real estate leases accounted
for under the financing method 140 120 282 243
Gain on sale of property -- -- -- 57
Other income 15 -- 30 --
-------------- -------------- -------------- --------------
360 340 658 683
-------------- -------------- -------------- --------------
Expenses:
Loss due to impairment of value of real estate -- 600 -- 600
Depreciation and amortization 8 17 21 34
Management fees 7 6 12 12
General and administrative 39 26 69 40
-------------- -------------- -------------- --------------
Total expenses 54 649 102 686
-------------- -------------- -------------- --------------
Net income (loss) $ 306 $ (309) $ 556 $ (3)
============== ============== ============== ==============
Net income (loss) allocated to general partners $ 24 $ (25) $ 44 $ --
============== ============== ============== ==============
Net income (loss) allocated to limited partners $ 282 $ (284) $ 512 $ (3)
============== ============== ============== ==============
Net income (loss) per Unit of Limited Partnership
Interest $ 6.18 $ (6.22) $ 11.22 $ (.07)
============== ============== ============== ==============
Distributions per Unit of Limited Partnership Interest $ 4.25 $ 7.93 $ 6.90 $ 18.27
============== ============== ============== ==============
</TABLE>
See notes to financial statements.
3 of 12
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 1997
Statement of Partners' Capital (Unaudited)
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
Units of
Limited General Limited
Partnership Partners' Partners' Total
Interest Deficit Capital Capital
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Balance - January 1, 1997 45,646 $ (589) $ 8,274 $ 7,685
Distributions (11) (315) (326)
Net income 44 512 556
-------------- -------------- -------------- --------------
Balance - June 30, 1997 45,646 $ (556) $ 8,471 $ 7,915
============== ============== ============== ==============
</TABLE>
See notes to financial statements.
4 of 12
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 1997
Statements of Cash Flows (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, 1997 June 30, 1996
--------------- ---------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ 556 $ (3)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 21 34
Loss due to impairment of value of real estate -- 600
Gain on sale of property -- (57)
Changes in assets and liabilities:
Decrease in other assets 8 97
(Decrease) increase in accounts payable and
accrued expenses (32) 73
--------------- ---------------
Net cash provided by operating activities 553 744
--------------- ---------------
Cash Flows From Investing Activities:
Minimum lease payments received, net of interest income
earned, on leases accounted for under the financing method 186 169
Proceeds from sale of property -- 141
--------------- ---------------
Cash provided by investing activities 186 310
--------------- ---------------
Cash Flows From Financing Activities:
Cash distributions (464) (867)
--------------- ---------------
Cash used in financing activities (464) (867)
--------------- ---------------
Net increase in cash and cash equivalents 275 187
Cash and cash equivalents, beginning of period 904 795
--------------- ---------------
Cash and cash equivalents, end of period $ 1,179 $ 982
=============== ===============
Supplemental Disclosure of Non-Cash
Financing Activities:
Accrued distributions to Partners $ 195 $ 394
=============== ===============
</TABLE>
See notes to financial statements.
5 of 12
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB JUNE 30, 1997
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-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. Certain amounts have
been reclassified to conform to the June 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 six months ended June 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 $12,000 during each of the six months ended June
30, 1997 and 1996.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB JUNE 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 ten properties (except
Ashtabula, Ohio which is currently vacant) is leased to a single
tenant pursuant to triple net leases with remaining lease terms,
subject to extensions, ranging between approximately three months
and four years. 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 $275,000 increase at June 30, 1997, as compared to
December 31, 1996. The Partnership's $553,000 of cash provided by
operating activities and $186,000 of lease payments received under
financing leases (net of interest income) was partially offset by
$464,000 of cash used for partner distributions (financing
activities). At June 30, 1997, the Partnership had $1,179,000 in
cash reserves.
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 six months ended
June 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 two 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 three Dairy
Mart leases and the Motorola lease, the remaining terms of the
original leases expire in November 1997 and June 1998,
respectively. The aforementioned leases represent approximately
12% 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 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.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB JUNE 30, 1997
Item 2. Management's Discussion and Analysis or Plan of Operation
(Continued)
Liquidity and Capital Resources (continued)
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 a money market mutual fund.
Based upon the pending expiration of the lease, the age of the
property and the capital improvements which would be necessary to
procure a new tenant or purchaser, the Partnership has entered
into a contract to sell its Creston, Ohio property to the tenant
of the property for $85,000. The original purchase price of the
property was approximately $151,000. If the sale is consummated,
which the Managing General Partner expects to be completed, if it
all, during the third quarter of 1997, the Partnership will
recognize a gain for financial reporting purposes.
Results of Operations
Net income increased by $559,000 for the six months ended June 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, which was partially offset by a decrease in revenues
of $25,000.
Revenues decreased by $25,000 for the six months ended June 30,
1997, as compared to 1996, due to a $57,000 gain on the sale of
the Partnership's St. Clair Shores property on January 18, 1996.
With respect to the remaining properties, income remained
relatively constant.
With respect to the remaining properties, except for the loss due
to the impairment of value in 1996, total expenses increased by
$16,000 for the six months ended June 30, 1997, as compared to
1996. General and administrative expenses increased $29,000
primarily due to an increase in professional fees and related
costs. Depreciation expense decreased $13,000 due to the
impairment in value recorded on certain of the Partnership's
properties in June 1996.
8 of 12
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB JUNE 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 June 30, 1997.
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<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 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.
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 4, 1997
10 of 12
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB JUNE 30, 1997
Exhibit Index
Exhibit Page No.
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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
FORM 10 - QSB JUNE 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 June 30, 1997:
Net income $ 306,000
Add: Depreciation and amortization charges
to income not affecting cash available
for distribution 8,000
Minimum lease payments received, net of
interest income earned, on leases
accounted for under the financing
method 95,000
Less: Other income (15,000)
Cash to reserves (199,000)
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Cash Available for Distribution $ 195,000
==========
Distributions allocated to General Partners $ -
==========
Distributions allocated to Limited Partners $ 195,000
==========
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, 1997:
<TABLE>
<CAPTION>
Entity Receiving Form of
Compensation Compensation Amount
------------------------ ------------------------------------------- -------------
<S> <C> <C>
Winthrop
Management Property Management Fees $ 7,000
General Partners Interest in Cash Available for Distribution $ -
WFC Realty Co., Inc.
(Initial Limited Partner) Interest in Cash Available for Distribution $ 900
</TABLE>
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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,179,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,733,000
<DEPRECIATION> (718,000)
<TOTAL-ASSETS> 8,196,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 7,915,000
<TOTAL-LIABILITY-AND-EQUITY> 8,196,000
<SALES> 0
<TOTAL-REVENUES> 633,000
<CGS> 0
<TOTAL-COSTS> 33,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 556,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 556,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 556,000
<EPS-PRIMARY> 11.22
<EPS-DILUTED> 11.22
</TABLE>
