<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 March 31, 1998
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)
Five Cambridge Center, Boston, MA 02142-1493
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(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 MARCH 31, 1998
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
(In Thousands, Except Unit Data)
March 31, December 31,
1998 1997
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Assets
Real Estate:
Accounted for under the operating method,
at cost, net of accumulated depreciation of
$542 (1998) and $667 (1997) ..................... $ 2,401 $ 2,474
Accounted for under the financing method ............. 4,191 4,292
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6,592 6,766
Other Assets:
Cash and cash equivalents ............................ 2,113 1,541
Other assets ......................................... 68 15
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Total Assets ................................ $ 8,773 $ 8,322
======= =======
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses ................ $ 96 $ 63
Distributions payable to partners .................... 644 152
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Total Liabilities ........................... 740 215
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Partners' Capital:
Limited Partners -
Units of Limited Partnership Interest,
$500 stated value per Unit; authorized - 50,010
Units; issued and outstanding - 45,646 Units ...... 8,500 8,610
General Partners' Deficit ............................ (467) (503)
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Total Partners' Capital ..................... 8,033 8,107
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Total Liabilities and Partners' Capital ..... $ 8,773 $ 8,322
======= =======
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1998
Statements of Income (Unaudited)
(In Thousands, Except Unit Data)
For The Three Months Ended
March 31, March 31,
1998 1997
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Income:
Rental income from real estate leases
accounted for under the operating method ............. $126 $129
Interest on short-term investments ..................... 22 12
Interest income on real estate leases
accounted for under the financing method ............. 133 142
Gain on sale of property ............................... 134 --
Other income ........................................... 200 15
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Total income .................................. 615 298
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Expenses:
Depreciation and amortization .......................... 10 13
Management fees ........................................ 5 5
General and administrative ............................. 30 30
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Total expenses ................................ 45 48
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Net income ............................................. $570 $250
====== ======
Net income allocated to general partners ............... $ 36 $ 20
====== ======
Net income allocated to limited partners ............... $534 $230
====== ======
Net income per Unit of Limited
Partnership Interest ................................. $11.70 $ 5.04
====== ======
Distributions per Unit of Limited
Partnership Interest ................................. $14.11 $ 2.65
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See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1998
Statements 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, 1998 ...... 45,646 $ (503) $ 8,610 $ 8,107
Distributions ............... -- (644) (644)
Net income .................. 36 534 570
------- ------- ------- -------
Balance - March 31, 1998 ....... 45,646 $ (467) $ 8,500 $ 8,033
======= ======= ======= =======
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1998
Statements of Cash Flows (Unaudited)
(In Thousands)
For The Three Months Ended
March 31, March 31,
1998 1997
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Cash Flows From Operating Activities:
Net income ........................................... $ 570 $ 250
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation .................................... 10 12
Amortization .................................... -- 1
Gain on sale of property ........................ (134) --
Changes in assets and liabilities:
(Increase) decrease in other assets ............. (53) 7
Increase (decrease) in accounts payable
and accrued expenses ........................ 33 (13)
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Net cash provided by operating activities: ........... 426 257
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Cash Flows From Investing Activities:
Minimum lease payments received, net of
interest income earned, on leases accounted
for under the financing method ................ 101 91
Net proceeds from sale of property .............. 197 --
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Cash provided by investing activities ........... 298 91
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Cash Flows From Financing Activities:
Cash distributions .............................. (152) (327)
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Cash used in financing activities ............... (152) (327)
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Net increase in cash and cash equivalents ............ 572 21
Cash and cash equivalents, beginning of period ....... 1,541 904
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Cash and cash equivalents, end of period ............. $ 2,113 $ 925
======= =======
Supplemental Disclosure of Non-cash Financing
Activities -
Distributions declared not paid as of March 31 ....... $ 644 $ 138
======= =======
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB MARCH 31, 1998
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, 1997.
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, 1998 presentation. The balance sheet at December 31, 1997
was derived from audited financial statements at such date.
The results of operations for the three months ended March 31, 1998 and
1997, 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 $5,000 during each of the three months ended March 31, 1998 and
1997.
3. Sale of Property
On March 6, 1998, the Partnership sold its Royal Oak, Michigan property
to an unaffiliated third party for $197,000 (net of closing costs of
$3,000), resulting in a gain of $134,000.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB MARCH 31, 1998
Item 2. Management's Discussion and Analysis or Plan of Operation
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosure contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to
time. The discussion of the Partnership's liquidity, capital resources
and results of operations, including forward-looking statements
pertaining to such matters, does not take into account the effects of any
changes to the Partnership's operations. Accordingly, actual results
could differ materially from those projected in the forward-looking
statements as a result of a number of factors, including those identified
herein.
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 eight 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 four months and ten 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. 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.
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 Dairymart lease (Bolivar, Ohio) the
remaining term of the original lease expires June 1998, at which time the
tenant will continue to rent the property on a month to month basis.
After June 30, 1998, either the Partnership or the tenant will have the
right to terminate this lease at any time with 120 days prior notice. The
Managing General Partner is currently assessing whether to market this
property for sale. The Motorola lease which expired in November 1997, was
extended for another year until November 1998 at a slightly higher amount.
The Partnership's Bowling Green, Kentucky property which is leased to
Wal-Mart Stores is currently vacant. This lease is scheduled to expire in
December 2000. Wal-Mart continues to pay rent pursuant to the lease terms.
During January 1998, the Partnership leased approximately 60,000 square
feet of the 96,000 square foot Victoria, Texas property to Hobby Lobby
Creative Center pursuant to a lease which expires June 2008, with two
renewal options of five years each. The previous tenant's lease (Wal-Mart)
was to expire in December 2000. However, on January 30, 1998, the
Partnership signed a lease termination agreement with the previous tenant
whereby the previous tenant would pay rent through June 1, 1998 and a
termination fee in the amount of $200,000. The new lease with Hobby Lobby
provides for a higher rental rate and the tenant is expected to occupy the
space during June 1998. On March 6, 1998, the Partnership sold its Royal
Oak, Michigan property for $197,000 (net of closing costs of $3,000),
resulting in a gain of $134,000. The Partnership distributed the net sales
proceeds during March 1998.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB MARCH 31, 1998
Item 2. Management's Discussion and Analysis or Plan of Operation (Continued)
Liquidity and Capital Resources (Continued)
The level of liquidity based on cash and cash equivalents experienced a
$572,000 increase at March 31, 1998, as compared to December 31, 1997.
The Partnership's $426,000 of cash provided by operating activities,
$101,000 of lease payments received under financing leases (net of
interest income) and net proceeds of $197,000 from the sale of the Royal
Oak, Michigan property (investing activities) were partially offset by
$152,000 of cash used for partner distributions (financing activities).
At March 31, 1998, the Partnership had $2,113,000 in cash and cash
equivalents 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 three
months ended March 31, 1998, 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. As of
March 31, 1998, Partnership distributions (paid or accrued) aggregated
$644,000 ($14.11) to its limited partners, which included approximately
$197,000 of proceeds from the sale of the Partnership's Royal Oak,
Michigan property and the $200,000 termination fee received from Wal-Mart
stores for the Partnership's Victoria Texas property.
The Partnership maintains cash reserves to enable it to make potential
capital improvements required in connection with the re-leasing of the
properties. The Partnership invests its working capital reserves in money
market mutual funds.
Results of Operations
Net income increased by $320,000 for the three months ended March 31,
1998, as compared to 1997, due to an increase in revenues of $317,000 and
a decrease in expenses of $3,000.
Revenues increased for the three months ended March 31, 1998, as compared
to 1997, due to the $134,000 gain on the sale of the Royal Oak, Michigan
property and an increase in other income of $185,000. Other income
increased due to the $200,000 termination fee received from Wal-Mart
Stores for the Partnership's Victoria, Texas property. With respect to
the remaining properties, expenses remained relatively constant.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB MARCH 31, 1998
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
March 31, 1998.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1998
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: May 8, 1998
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB MARCH 31, 1998
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
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Exhibit 99
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10 - QSB MARCH 31, 1998
Supplementary Information Required Pursuant to Section 9.4 of the Partnership
Agreement
1. Statement of Cash Available for Distribution for the three months
ended March 31, 1998:
Net income $ 570,000
Add: Depreciation charged to income not
affecting cash available for distribution 10,000
Minimum lease payments received, net of
interest income earned, on leases accounted
for under the financing method 101,000
Proceeds on sale of property 197,000
Less: Gain on sale of property (134,000)
Cash to reserves (100,000)
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Cash Available for Distribution $ 644,000
===========
Distributions allocated to General Partners $ --
===========
Distributions allocated to Limited Partners $ 644,000
===========
2. Fees and other compensation paid or accrued by the Partnership to
the General Partners, or their affiliates, during the three months
ended March 31, 1998:
Entity Receiving Form of
Compensation Compensation Amount
------------ ------------ ------
Winthrop
Management LLC 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 $ 3,000
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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,113,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,134,000
<DEPRECIATION> (542,000)
<TOTAL-ASSETS> 8,773,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 8,033,000
<TOTAL-LIABILITY-AND-EQUITY> 8,773,000
<SALES> 0
<TOTAL-REVENUES> 593,000
<CGS> 0
<TOTAL-COSTS> 15,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 570,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 570,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 570,000
<EPS-PRIMARY> 11.70
<EPS-DILUTED> 11.70
</TABLE>
