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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, 2000
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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
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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
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FORM 10-QSB SEPTEMBER 30, 2000
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PART 1 - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS.
BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
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<S> <C> <C>
Assets
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Real Estate:
Accounted for under the operating method,
at cost, net of accumulated depreciation of
$654 (2000) and $592 (1999) $ 3,852 $ 3,914
Accounted for under the financing method 974 1,139
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4,826 5,053
Other Assets:
Cash and cash equivalents 1,436 1,953
Deferred costs and other assets (net of accumulated
amortization of $13 (2000) and $9 (1999) 97 70
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Total Assets $ 6,359 $ 7,076
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Liabilities and Partners' Capital
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Liabilities:
Accounts payable and accrued expenses $ 75 $ 46
Distributions payable to partners 280 697
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Total Liabilities 355 743
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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 6,613 6,925
General Partners' Deficit (609) (592)
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Total Partners' Capital 6,004 6,333
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Total Liabilities and Partners' Capital $ 6,359 $ 7,076
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</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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STATEMENTS OF INCOME (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,
2000 1999 2000 1999
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Income:
Rental income from real estate leases accounted
for under the operating method $ 159 $ 159 $ 535 $ 553
Interest on short-term investments 29 41 77 80
Interest income on real estate leases accounted
for under the financing method 22 27 70 113
Gain on sale of property - 27 - 554
Insurance settlement income (6) - 916 -
Other income - - 2 2
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Total income 204 254 1,600 1,302
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Expenses:
Depreciation and amortization 22 23 66 69
Management fees 3 4 11 12
Operating expenses 9 9 14 44
General and administrative 31 33 108 86
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Total expenses 65 69 199 211
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Net income $ 139 $ 185 $ 1,401 $ 1,091
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Net income allocated to general partners $ 11 $ 14 $ 48 $ 49
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Net income allocated to limited partners $ 128 $ 171 $ 1,353 $ 1,042
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Net income per Unit of Limited Partnership Interest $ 2.80 $ 3.75 $ 29.64 $ 22.83
================ ================ ================ ================
Distributions per Unit of Limited Partnership Interest $ 5.66 $ 41.25 $ 36.48 $ 46.84
================ ================ ================ ================
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
UNITS OF
LIMITED LIMITED GENERAL
PARTNERSHIP PARTNERS' PARTNERS' TOTAL
INTEREST CAPITAL DEFICIT CAPITAL
------------------ ------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Balance - January 1, 2000 45,646 $ 6,925 $ (592) $ 6,333
Distribution (1,665) (65) (1,730)
Net income 1,353 48 1,401
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Balance - September 30, 2000 45,646 $ 6,613 $ (609) $ 6,004
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</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
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<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 1,401 $ 1,091
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 62 65
Amortization 4 4
Gain on sale of property - (554)
Insurance settlement income (916) -
Changes in assets and liabilities:
Decrease in other assets 23 4
Increase in accounts payable and
accrued expenses 29 36
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Net cash provided by operating activities: 603 646
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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 165 167
Insurance settlement income 916 -
Leasing costs (54) -
Net proceeds from sale of properties - 1,799
Additions to real estate - (246)
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Net cash provided by investing activities 1,027 1,720
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Cash Flows From Financing Activities:
Cash distributions (2,147) (565)
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Cash used in financing activities (2,147) (565)
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Net (decrease) increase in cash and cash equivalents (517) 1,801
Cash and cash equivalents, beginning of period 1,953 1,761
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Cash and cash equivalents, end of period $ 1,436 $ 3,562
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Supplemental Disclosure of Non-cash Financing
Activities -
Accrued expenses on sale of property $ - $ 8
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Accrued Distributions to Partners $ 280 $ 1,883
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</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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NOTES TO FINANCIAL STATEMENTS
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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, 1999.
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. The balance sheet at December 31, 1999 was derived from
audited financial statements at such date.
The results of operations for the three and nine months ended September 30,
2000 and 1999, 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 $11,000 and $12,000 during the nine months ended September 30, 2000
and September 30, 1999, respectively.
3. SALE OF PROPERTIES
On June 16, 1999 the Partnership sold to an unaffiliated third party the
Property located at Bowling Green, Kentucky for $1,900,000. The Partnership
incurred closing costs of $143,000 and realized a gain of approximately
$520,000. The Partnership received insurance proceeds, net of expenses of
$916,000 on this property in 2000.
On July 23, 1999 the Partnership's Ashtabula, Ohio property was sold for
$40,000. The Partnership incurred closing costs of $6,000 and realized a
gain of $34,000.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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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
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Each of the Partnership's remaining five properties, except for
Victoria, Texas property, is leased to a single tenant pursuant to net
leases with remaining lease terms, subject to extensions, ranging
between one month and approximately eight 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 (except for the Victoria, Texas property where the
tenant is responsible only for its proportionate share of expenses other
than capital improvements). One of the Partnership's property,
representing approximately 13% of minimum rental receipts anticipated
during 2000, has a lease which expires in November. The Partnership is
currently negotiating with the tenant to extend the term of the lease
for three more years. There can be no assurance that such lease
extension will be finalized. 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.
The level of liquidity based on cash and cash equivalents experienced a
$517,000 decrease at September 30, 2000 as compared to December 31,
1999. The decrease was primarily due to partner distributions of
$2,147,000, which was partially offset by cash provided by operating
activities of $603,000 and $1,027,000 of cash provided by investing
activities. The investing activities consisted of insurance proceeds of
$916,000 (on the Bowling Green Kentucky property which was sold in June,
1999), $165,000 of minimum lease payments (net of interest income) and
payments of leasing costs of $54,000. At September 30, 2000, the
Partnership had $1,436,000 in cash reserves which has been invested
primarily in money market mutual funds.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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Liquidity and Capital Resources (continued)
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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 portion of the Victoria,
Texas 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 nine
months ended September 30, 2000, and is expected to be sufficient until
expiration of the leases, to pay all of the Partnership's operating
expenses as well as to provide for cash distributions to the partners
from operations. During the nine months ended September 30, 2000, the
Partnership distributed $2,147,000 of which $1,862,000 ($40.79 per unit)
was distributed to the limited partners and $285,000 was distributed to
the general partners. (The distributions paid during the nine months
ended September 30, 2000 included $697,000 of distributions accrued as
of December 31, 1999, of which $454,000 was paid to the limited partners
($9.95 per unit) and $243,000 was paid to the general partner). In
addition, the Partnership recorded an accrued distribution of $280,000
which consisted of distributions of $258,000 ($5.65 per unit) to the
limited partners and $22,000 to the general partner.
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. On September 21, 2000, the tenant at the Nebraska City,
Nebraska property exercised the option to extend the lease for five
years at the same rental rates. The lease will expire on December 22,
2005.
In July 2000, the Partnership entered into a lease agreement with
Consolidated Stores Corporation for the vacant space at the
Partnership's Victoria, Texas property. The initial lease term is
scheduled to expire on January 31, 2007 with the tenant having an option
to renew the lease for three, five-year terms. The tenant is required to
pay annual rent of $113,904 during the initial term, $126,560 during the
first renewal term, $144,640 during the second renewal term and $162,720
during the third renewal term. In addition, the tenant is required to
pay percentage rent based on gross sales in excess of certain
thresholds. In lieu of providing the tenant with build out costs, the
tenant is not required to begin paying annual rent until the first
anniversary of the lease. The tenant occupied the premises on October
15, 2000.
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.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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Results of Operations
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Net income increased by $310,000 for the nine months ended September 30,
2000, as compared to 1999, due to an increase in revenues of $298,000
and decrease in expenses of $12,000.
Revenues increased due to the $916,000 received from the Wal-Mart
insurance settlement which was partially offset by a $554,000 gain from
the sale of the Bowling Green, Kentucky property during 1999. Interest
income on real estate leases accounted for under the financing method
decreased by $43,000 and rental income also decreased by $18,000, due to
the sale of the Bowling Green, Kentucky property. Rental income from the
remaining properties remained relatively constant.
General and administrative expenses increased by $22,000 primarily due
to an increase in legal fees. Operating expense decreased by $30,000 due
to the sale of Bowling Green, Kentucky property.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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PART II - OTHER INFORMATION
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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 period ended
September 30, 2000.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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SIGNATURES
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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
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Michael L. Ashner
Chief Executive Officer and Director
BY: /s/ Thomas Staples
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Thomas Staples
Chief Financial Officer
Dated: November 10, 2000
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
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FORM 10-QSB SEPTEMBER 30, 2000
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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. 13
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