<PAGE>
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, 1996
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 0-10272
Winthrop Residential Associates I, A Limited Partnership
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(Exact name of small business issuer as specified in its charter)
Maryland 04-2720493
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One International Place, Boston, MA 02110
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 330-8600
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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1 of 10
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB - MARCH 31, 1996
PART - I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
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<S> <C> <C>
Assets
Cash $ 95,000 $ 111,000
Investment in Local Limited Partnerships 1,609,000 1,605,000
----------- -----------
Total Assets $ 1,704,000 $ 1,716,000
=========== ===========
Liabilities and Partners' Capital
Liabilities:
Accrued interest payable to affiliate $ 112,000 $ 447,000
Loans payable to affiliate 666,000 666,000
----------- -----------
Total Liabilities 778,000 1,113,000
----------- -----------
Partners' Capital:
Limited Partners
Units of Limited Partnership Interest, $1,000 stated
value per Unit; 25,676 units authorized; and 25,595
units issued and outstanding 1,980,000 1,673,000
General Partners (deficit) (1,054,000) (1,070,000)
----------- -----------
Total Partners' capital 926,000 603,000
----------- -----------
Total Liabilities and Partners' capital $ 1,704,000 $ 1,716,000
=========== ===========
</TABLE>
See notes to financial statements.
2 of 10
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB - MARCH 31, 1996
Statements of Operations (Unaudited)
For the Three Months Ended
March 31, March 31,
1996 1995
-------- --------
Income:
Income from Local Limited Partnership
cash distributions $350,000 $ --
Interest 1,000 --
-------- --------
Total revenues 351,000 --
-------- --------
Expenses:
Amortization $ 2,000 $ 2,000
Interest 15,000 15,000
General and administrative 17,000 4,000
-------- --------
Total expenses 34,000 21,000
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Income (loss) from operations 317,000 (21,000)
Equity in net income of Local Limited
Partnerships 6,000 16,000
-------- --------
Net income (loss) $323,000 $ (5,000)
======== ========
Net income (loss) per Unit of Limited
Partnership Interest $ 11.99 $ (.18)
======== ========
See notes to financial statements.
3 of 10
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB - MARCH 31, 1996
Statement of Changes in Partners' Capital (Unaudited)
Units of
Limited General Limited Total
Partnership partner's partners' partners'
Interest (deficit) capital capital
----------- ----------- ----------- -----------
Balance - January 1, 1996 25,595 $(1,070,000) $ 1,673,000 $ 603,000
Net Income 16,000 307,000 323,000
----------- ----------- ----------- -----------
Balance - March 31, 1996 25,595 $(1,054,000) $ 1,980,000 $ 926,000
=========== =========== =========== ===========
See notes to financial statements.
4 of 10
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB - MARCH 31, 1996
Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, March 31,
1996 1995
--------- ---------
Cash Flows from Operating Activities:
Net income (loss) $ 323,000 $ (5,000)
Adjustments to reconcile net loss to net cash used
in operating activities:
Amortization 2,000 2,000
Equity in net income of Local Limited Partnerships (6,000) (16,000)
Changes in assets and liabilities:
Increase (decrease) in accrued interest payable to
affiliate (335,000) 15,000
--------- ---------
Net cash used in operating activities (16,000) (4,000)
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Cash Flows From Financing Activities:
Proceeds from loan payable -- 4,000
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Cash provided by financing activities: -- 4,000
--------- ---------
Net change in cash (16,000) --
Cash, beginning of period 111,000 --
--------- ---------
Cash, end of period $ 95,000 $ --
========= =========
Supplemental disclosure of cash flow
information:
Cash paid during the period for interest $ 335,000 $ --
========= =========
See notes to financial statements.
5 of 10
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB - MARCH 31, 1996
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 for the year ended
December 31, 1995.
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, 1996 presentation. The balance sheet at December 31, 1995 was
derived from audited financial statements at such date.
The results of operations for the three months ended March 31, 1996 and 1995
are not necessarily indicative of the results to be expected for the full
year.
2. Loans Payable to Affiliate
The Partnership has depleted its available reserves and, as a result, borrows
amounts from First Winthrop to pay operating expenses and fund operating
deficits at properties owned by the Local Limited Partnerships. The
borrowings from First Winthrop bear interest at the prime rate (8.25% at
March 31, 1996) plus 1%. The accrued interest payable to First Winthrop is
$112,000 at March 31, 1996. The Partnership accrued interest of $15,000 to
First Winthrop during each of the three months ended March 31, 1996 and March
31, 1995 and during the three months ended March 31, 1996 paid $350,000 of
accrued interest. The Partnership will repay First Winthrop's loans from cash
flow generated by the Local Limited Partnerships and the proceeds of any
sales of real estate owned by the Local Limited Partnerships.
3. Foreclosure of Real Estate
The mortgage for Stonewood Associates Ltd. was foreclosed upon in March 1996.
The Partnership's investment in Stonewood was zero at the time of
foreclosure.
4. Subsequent Event
On April 29, 1996 the Local Limited Partnership which owns Shadowbrook
Apartments filed for reorganization under Chapter 11 of the United States
Bankruptcy Code.
6 of 10
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB - MARCH 31, 1996
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
As of March 31, 1996, the Partnership retained an equity interest in 8
Local Limited Partnerships. On March 14, 1996, the Stonewood Apartments
property was foreclosed upon by the lender. In addition, on April 29,
1996 the Local Limited Partnership which owns Shadowbrook Apartments
filed for reorganization under Chapter 11 of the United States
Bankruptcy Code. The Local Limited Partnership is in process of
preparing its plan of reorganization.
The level of liquidity based on cash and cash equivalents experienced a
$16,000 decrease at March 31, 1996 as compared to December 31, 1995.
The Partnership invests its working capital reserves in a money market
account or repurchase agreements secured by United States Treasury
obligations.
The Partnership's primary source of income is distributions from the
Local Limited Partnerships. The Partnership requires cash to pay its
general and administrative expenses or to make capital contributions to
any of the Local Limited Partnerships which the Managing General
Partner deems to be in the Partnership's best interest to preserve its
ownership interest. To date, all cash requirements have been satisfied
by interest income, cash distributed by the Local Limited Partnerships
to the Partnership or by loans from an affiliate of the Managing
General Partner.
At March 31, 1996, the principal and accrued interest of the loans
payable to an affiliate of the Managing General Partner were
approximately $778,000. The Partnership will be unable to repay this
indebtedness or to fully fund its general and administrative expenses
until such time as (i) the operating results of any or all of the Local
Limited Partnerships improve sufficiently to provide cash distributions
to the Partnership, or (ii) any or all of the properties owned by the
Local Limited Partnerships can be sold at a price sufficient to provide
net sales proceeds to the Partnership. In addition, any future
contributions by the Partnership to the Local Limited Partnerships
would have to be funded by additional affiliate loans. Should such
affiliate fail to provide additional loans to the Partnership, the
Partnership would be unable to meet its general and administrative
expenses. Neither the Managing General Partner or its affiliates has an
obligation to fund any loan amounts required.
7 of 10
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB - MARCH 31, 1996
Item 2. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources (Continued)
The Partnership does not intend to make advances to fund future
operating deficits incurred by any Local Limited Partnership, but
retains its prerogative to exercise business judgment to reverse this
position if circumstances change. Moreover, the Partnership is not
obligated to provide any additional funds to the Local Limited
Partnerships to fund operating deficits. If a Local Limited Partnership
sustains continuing operating deficits and has no other sources of
funding, it is likely that it will eventually default on its mortgage
obligations and risk a foreclosure on its property by the lender. If a
foreclosure were to occur, the Local Limited Partnership would lose its
investment in the property and would incur a tax liability due to the
recapture of tax benefits taken in prior years. The Partnership, as an
owner of the Local Limited Partnership, would share these consequences
in proportion to its ownership interest in the Local Limited
Partnership.
Results of Operations
Income from operations prior to equity in net income of Local Limited
Partnerships increased by $338,000 for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995. The increase
in income is due to the receipt by the Partnership during the first
quarter of 1996 of a $350,000 distribution from a Local Limited
Partnership which was slightly offset by a $13,000 increase in
expenses. No distributions from Local Limited Partnerships were
received by the Partnership for the first quarter of 1995.
8 of 10
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB - MARCH 31, 1996
PART - II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8K: No report on Form 8-K was filed during the period.
9 of 10
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB - MARCH 31, 1996
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WINTHROP RESIDENTIAL ASSOCIATES I,
A LIMITED PARTNERSHIP
(Registrant)
BY: ONE WINTHROP PROPERTIES, INC.
Managing General Partner
BY:_________________________________
/s/ Michael L. Ashner
Chief Executive Officer
BY:_________________________________
/s/ Edward V. Williams
Chief Financial Officer
Dated: May 14, 1996
10 of 10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Winthrop
Residential Associates I, A 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-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 95,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,704,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 926,000
<TOTAL-LIABILITY-AND-EQUITY> 1,704,000
<SALES> 0
<TOTAL-REVENUES> 356,000
<CGS> 0
<TOTAL-COSTS> 2,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,000
<INCOME-PRETAX> 323,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 323,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 323,000
<EPS-PRIMARY> 11.99
<EPS-DILUTED> 11.99
</TABLE>
