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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 June 30, 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
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 JUNE 30, 2000
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
---- ----
<S> <C> <C>
Assets
Real Estate:
Accounted for under the operating method,
at cost, net of accumulated depreciation of
$634 (2000) and $592 (1999) $ 3,873 $ 3,914
Accounted for under the financing method 1,030 1,139
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4,903 5,053
Other Assets:
Cash and cash equivalents 2,483 1,953
Other assets 45 70
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Total Assets $ 7,431 $ 7,076
========= ========
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 64 $ 46
Distributions payable to partners 1,222 697
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Total Liabilities 1,286 743
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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 6,743 6,925
General Partners' Deficit (598) (592)
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Total Partners' Capital 6,145 6,333
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Total Liabilities and Partners' Capital $ 7,431 $ 7,076
========= ========
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 2000
STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
-------------------------- ------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2000 1999 2000 1999
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Income:
Rental income from real estate leases accounted
for under the operating method $ 212 $ 216 $ 376 $ 394
Interest on short-term investments 27 21 48 39
Interest income on real estate leases accounted
for under the financing method 24 27 48 86
Gain on sale of property - 527 - 527
Insurance settlement income 922 - 922 -
Other income 2 2 2 2
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Total income 1,187 793 1,396 1,048
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Expenses:
Depreciation and amortization 22 23 44 46
Management fees 4 3 8 8
Operating expenses 3 24 5 35
General and administrative 47 28 77 53
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Total expenses 76 78 134 142
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Net income $ 1,111 $ 715 $ 1,262 $ 906
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Net income allocated to general partners $ 25 $ 20 $ 37 $ 35
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Net income allocated to limited partners $ 1,086 $ 695 $ 1,225 $ 871
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Net income per Unit of Limited Partnership Interest $ 23.79 $ 15.22 $ 26.84 $ 19.08
======== ======== ======= =======
Distributions per Unit of Limited Partnership Interest $ 25.84 $ 5.59 $ 30.82 $ 5.59
======== ======== ======= =======
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 2000
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 (1,407) (43) (1,450)
Net income 1,225 37 1,262
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Balance - June 30, 2000 45,646 $ 6,743 $ (598) $ 6,145
====== ======== ======= ========
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 2000
STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
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JUNE 30, JUNE 30,
2000 1999
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<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 1,262 $ 906
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 41 43
Amortization 3 3
Gain on sale of property - (527)
Changes in assets and liabilities:
Decrease (increase) in other assets 22 (4)
Increase in accounts payable and
accrued expenses 18 16
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Net cash provided by operating activities: 1,346 437
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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 109 116
Net proceeds from sale of property - 1,765
Additions to real estate - (246)
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Net cash provided by investing activities 109 1,635
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Cash Flows From Financing Activities:
Cash distributions (925) (310)
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Cash used in financing activities (925) (310)
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Net increase in cash and cash equivalents 530 1,762
Cash and cash equivalents, beginning of period 1,953 1,761
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Cash and cash equivalents, end of period $ 2,483 $ 3,523
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Supplemental Disclosure of Non-cash Financing
Activities -
Accrued Distributions to Partners $ 1,222 $ 255
========= =========
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 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 and six months ended June 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 $8,000 during the six months ended June 30, 2000 and June 30, 1999.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 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 three 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. With respect to
the lease expiring on November 30, 2000 (Iowa property), 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
$530,000 increase at June 30, 2000 as compared to December 31, 1999.
The increase was due to $109,000 of cash provided by investing
activities and $1,346,000 of cash provided by operating activities,
which was partially offset by $925,000 of cash used for partner
distributions. At June 30, 2000, the Partnership had $2,483,000 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 properties
and a portion of expenses for the Victoria, Texas property and would be
responsible for similar expenses if other properties were to
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Liquidity and Capital Resources (continued)
become vacant upon the expiration of leases. The Partnership's rental
and interest income was sufficient for the six months ended June 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 six months ended June 30, 2000, the Partnership distributed
$925,000 of which $682,000 ($14.94 per unit) was distributed to the
limited partners and $243,000 was distributed to the general partners.
(The distributions paid during the six months ended June 30, 2000
included $697,000 of distributions accrued as of December 31, 1999, of
which $454,000 was paid to the limited partners ($9.96 per unit) and
$243,000 was paid to the general partner). In addition, the Partnership
recorded an accrued distribution of $1,222,000, which consisted of
distributions of $1,179,000 ($25.84 per unit) to the limited partners
and $43,000 to the general partners. The accrued distributions included
$922,000 of proceeds from the insurance settlement on the Bowling
Green, Kentucky property.
The Partnership concluded negotiations with Wal-Mart for the settlement
of insurance proceeds for damages sustained as the result of a
hailstorm on the Bowling Green property. The insurance proceeds
amounted to $922,000, which was received by the Partnership in May
2000.
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.
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 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
FORM 10-QSB JUNE 30, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Results of Operations
Net income increased by $356,000 for the six months ended June 30,
2000, as compared to 1999, due to an increase in revenues of $348,000
and decrease in expenses of $8,000.
Revenues increased due to the $922,000 received from the Wal-Mart
insurance settlement and a $9,000 increase in interest income which was
partially offset by a $527,000 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 $38,000 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 $24,000 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
FORM 10-QSB JUNE 30, 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 period ended
June 30, 2000.
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 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: August 14, 2000
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WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
FORM 10-QSB JUNE 30, 2000
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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