<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, 2000
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 (Exact
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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, Boston, MA 02142-1493
- --------------------------------------- --------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 234-3000
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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 MARCH 31, 2000
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------------------- ---------------------
<S> <C> <C>
Assets
Real Estate:
Accounted for under the operating method,
at cost, net of accumulated depreciation of
$613 (2000) and $592 (1999) $ 3,893 $ 3,914
Accounted for under the financing method 1,085 1,139
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4,978 5,053
Other Assets:
Cash and cash equivalents 1,530 1,953
Other assets 35 70
--------------------- ---------------------
Total Assets $ 6,543 $ 7,076
===================== =====================
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 59 $ 46
Distributions payable to partners 227 697
--------------------- ---------------------
Total Liabilities 286 743
--------------------- ---------------------
Partners' Capital:
Limited Partners -
Units of Limited Partnership Interest,
$500 stated value per Unit; authorized - 50,010
Units; issued and outstanding - 45,646 Units 6,837 6,925
General Partners' Deficit (580) (592)
--------------------- ---------------------
Total Partners' Capital 6,257 6,333
--------------------- ---------------------
Total Liabilities and Partners' Capital $ 6,543 $ 7,076
===================== =====================
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 2000
Statements of Income (Unaudited)
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
For The Three Months Ended
March 31, March 31,
2000 1999
--------------------- --------------------
<S> <C> <C>
Income:
Rental income from real estate leases accounted
for under the operating method $ 164 $ 178
Interest on short-term investments 21 18
Interest income on real estate leases accounted
for under the financing method 24 59
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Total income 209 255
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Expenses:
Depreciation and amortization 22 23
Management fees 4 5
Operating expenses 2 11
General and administrative 30 25
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Total expenses 58 64
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Net income $ 151 $ 191
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Net income allocated to general partners $ 12 $ 15
===================== ====================
Net income allocated to limited partners $ 139 $ 176
===================== ====================
Net income per Unit of Limited Partnership Interest $ 3.05 $ 3.86
===================== ====================
Distributions per Unit of Limited Partnership Interest $ 4.97 $ -
===================== ====================
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 2000
Statements 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, 2000 45,646 $ (592) $ 6,925 $ 6,333
Distributions - (227) (227)
Net income 12 139 151
------------------ ------------------- ------------------ -------------------
Balance - March 31, 2000 45,646 $ (580) $ 6,837 $ 6,257
================== =================== ================== ===================
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 2000
Statements of Cash Flows (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For The Three Months Ended
March 31, March 31,
2000 1999
--------------------- ---------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 151 $ 191
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 21 22
Amortization 1 1
Changes in assets and liabilities:
Decrease in other assets 34 11
Increase in accounts payable and
accrued expenses 13 21
--------------------- ---------------------
Net cash provided by operating activities: 220 246
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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 54 65
Additions to real estate - (94)
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Net cash provided by (used in) investing activities 54 (29)
--------------------- ---------------------
Cash Flows From Financing Activities:
Cash distributions (697) (310)
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Cash used in financing activities (697) (310)
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Net decrease in cash and cash equivalents (423) (93)
Cash and cash equivalents, beginning of period 1,953 1,761
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Cash and cash equivalents, end of period $ 1,530 $ 1,668
===================== =====================
Supplemental Disclosure of Non-Cash Financing Activities:
Distribution declared not paid as of March 31, $ 227 $ -
===================== =====================
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 2000
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, 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 months ended March 31, 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 $4,000 and $5,000 during each of the three months
ended March 31, 2000 and 1999, respectively.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 2000
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 five properties is leased to a
single tenant pursuant to net leases with remaining lease terms,
subject to extensions, ranging between six months 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). Two
of the Partnership's properties, representing approximately 25% of
minimum rental receipts anticipated during 2000, have leases which
expire between November 30, 2000 and December 22, 2000. 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
$423,000 decrease at March 31, 2000 as compared to December 31, 1999.
The decrease was due to $220,000 provided by operating activities and
$54,000 provided by investing activities, which was more than offset by
$697,000 of cash used for partner distributions. At March 31, 2000, the
Partnership had $1,530,000 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 a portion of expenses for the Victoria, Texas property
and operating expenses such as real estate taxes, insurance and utility
expenses associated with the vacant properties and would be responsible
for similar expenses if a property was to become vacant upon the
expiration of leases. The Partnership's rental and interest income was
sufficient for the three months ended March 31, 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. As of March 31, 2000,
partnership distributions (accrued) was $227,000 ($4.97 per unit) to
its limited partners. The Partnership also made distributions of
$697,000 to its partners which had been accrued for the quarter ended
December 31, 1999.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 2000
Item 2. Management's Discussion and Analysis or Plan of Operation (Continued)
Liquidity and Capital Resources (continued)
The Partnership is negotiating with Wal-Mart for the settlement of
insurance proceeds, for damages sustained as a result of a hailstorm on
the Bowling Green property. Insurance proceeds are expected to be
between $500,000 and $750,000.
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. Motorola exercised a one year renewal option at
the same rental rates effective November 30, 1999. The Toys `R' Us
Inc.'s leases for Livingston, New Jersey and Beaumont, Texas were
extended for five years at the same rental rate and will now mature on
January 31, 2006.
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 decreased by $40,000 for three months ended March 31, 2000,
as compared to 1999, due to a decrease in revenues of $46,000 which was
partially offset by a decrease in expenses of $6,000.
Revenue decreased due to the sale of the Bowling Green, Kentucky
property in 1999, resulting in a decrease of rental income and interest
income on real estate leases accounted for under the financing method.
With respect to the remaining properties rental income remained
relatively constant. Operating expenses decreased by $9,000 due to the
sale of partnership properties and was partially offset by an increase
of $5,000 in general and administrative expenses.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 2000
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, 2000.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 2000
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
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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: May 12, 2000
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 2000
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, 2000
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, 2000:
<TABLE>
<S> <C>
Net income $ 151,000
Add: Depreciation and amortization charged to income not
affecting cash available for distribution 22,000
Minimum lease payments received, net of interest
income earned, on leases accounted for under the
financing method 54,000
Less: Reserves for improvements and leasing costs -
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Cash Available for Distribution $ 227,000
===================
Distributions allocated to General Partners $ -
===================
Distributions allocated to Limited Partners $ 227,000
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</TABLE>
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, 2000:
<TABLE>
<CAPTION>
Entity Receiving Form of
Compensation Compensation Amount
------------------------------ ---------------------------------------------------- --------------------
<S> <C> <C>
Winthrop
Management LLC Property Management Fees $ 4,000
General Partners Interest in Cash Available for Distribution $ -
WFC Realty Co., Inc.
(Initial Limited Partner) Interest in Cash Available for Distribution $ 1,044
</TABLE>
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<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>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,530,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,591,000
<DEPRECIATION> (613,000)
<TOTAL-ASSETS> 6,543,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 6,257,000
<TOTAL-LIABILITY-AND-EQUITY> 6,543,000
<SALES> 0
<TOTAL-REVENUES> 188,000
<CGS> 0
<TOTAL-COSTS> 28,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 151,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 151,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 151,000
<EPS-BASIC> 3.05
<EPS-DILUTED> 3.05
</TABLE>
