<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, 1997
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
(Exact name of small business issuer as specified in its charter)
Maryland 04-2720493
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One International Place, Boston, MA 02110
(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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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
(In Thousands, Except Unit Data)
March 31, December 31,
1997 1996
------------ ------------
Assets
Cash and cash equivalents $ 344 $ 280
Investments in Local Limited Partnerships 1,524 1,524
------------ ------------
Total Assets 1,868 1,804
============ ============
Liabilities and partners' capital
Liabilities:
Accrued expenses $ 10 $ 17
Accrued interest payable to affiliate 174 159
Loans payable to affiliate 666 666
------------ ------------
Total Liabilities 850 842
------------ ------------
Partners' Capital:
Limited Partners -
Units of Limited Partnership Interest,
$1,000 stated value per unit; 25,676
units authorized; 25,595 units issued
and outstanding 2,067 2,014
General Partners (deficit) (1,049) (1,052)
------------ ------------
Total Partners' Capital 1,018 962
------------ ------------
Total Liabilities and Partners' Capital $ 1,868 $ 1,804
============ ============
See notes to financial statements.
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
Statement of Income (Unaudited)
(In Thousands, Except Unit Data)
For The Three Months Ended
--------------------------
March 31, March 31,
1997 1996
--------- ---------
Income:
Income from Local Limited Partnership
cash distributions $ 80 $ 350
Equity in income of Local Limited
Partnership 2 6
Interest 3 1
------------ ------------
Total income 85 357
------------ ------------
Expenses:
Amortization 2 2
Interest 15 15
General and administrative 4 17
Management fees 8 -
------------ ------------
Total expenses 29 34
------------ ------------
Net income $ 56 $ 323
============ ============
Net income allocated to general partners $ 3 $ 16
============ ============
Net income allocated to limited partners $ 53 $ 307
============ ============
Net income per Unit of Limited Partnership
Interest $ 2.07 $ 11.99
============ ============
See notes to financial statements.
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
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, 1997 25,595 $ (1,052) $ 2,014 $ 962
Net income 3 53 56
------ -------- -------- --------
Balance - March 31, 1997 25,595 $ (1,049) $ 2,067 $ 1,018
====== ======== ======== ========
See notes to financial statements.
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
Statements of Cash Flows (Unaudited)
(In Thousands)
For The Three Months Ended
--------------------------
March 31, March 31,
1997 1996
--------- ---------
Cash Flows From Operating Activities:
Net income $ 56 $ 323
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization 2 2
Equity in income of Local Limited
Partnership (2) (6)
Changes in assets and liabilities:
Increase (decrease) in accounts payable and
accrued expenses 8 (335)
------------ ------------
Net cash provided by (used in) operating
activities 64 (16)
------------ ------------
Net increase (decrease) in cash 64 (16)
Cash and cash equivalents, beginning of period 280 111
------------ ------------
Cash and cash equivalents, end of period $ 344 $ 95
============ ============
Supplemental Disclosure of Cash Flow Information -
Cash paid for interest $ - $ 335
============ ============
See notes to financial statements.
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
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 on Form 10-KSB for
the year ended December 31, 1996.
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, 1997 presentation. The balance sheet at December 31, 1996 was
derived from audited financial statements at such date.
The results of operations for the three months ended March 31, 1997 and
1996 are not necessarily indicative of the results to be expected for the
full year.
2. Related Party Transactions
The $666,000 owed to First Winthrop bears interest at the prime rate (8.5%
at March 31, 1997) plus 1%. Interest expense related to such borrowings was
$15,000 each of the three months ended March 31, 1997 and 1996.
Management fees earned by an affiliate of the Managing General Partner
totaled $8,000 for the three months ended March 31, 1997.
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
Item 6. 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, 1997, the Partnership retained an equity interest
in seven Local Limited Partnerships.
The level of liquidity based on cash and cash equivalents
experienced a $64,000 increase for the three months ended March 31,
1997, as compared to December 31, 1996 primarily from an $80,000
distribution from a Local Limited Partnership. The Partnership
invests its working capital reserves in a money market mutual fund.
The Partnership's primary source of income is distributions from
the Local Limited Partnerships. The Partnership requires cash to
pay management fees, general and administrative expenses and to
make capital contribution 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, 1997, the outstanding principal and accrued interest
balance on the loans payable to an affiliate of the Managing
General Partner was $840,000. The Partnership will be unable to
fully repay this indebtedness and continue to 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 to provide sufficient 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. Neither the Managing
General Partner or its affiliates has an obligation to fund any
loan amounts required. The Partnership does not expect to make cash
distributions to its partners in 1997.
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 judgement 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.
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
Item 6. Management's Discussion and Analysis or Plan of Operation
(Continued)
Liquidity and Capital Resources (Continued)
On September 1, 1996 the Local Limited Partnership owning The
Villas Apartments signed a provisional workout agreement, expiring
August 31, 1997, with the U.S. Housing and Urban Development
Corporation ("HUD"). If HUD does not extend such workout agreement
on August 31, 1997, the property could be lost through foreclosure.
If HUD sells the mortgage, the provisional workout agreement may be
terminated by the new lender.
Results of Operations
Net income decreased for the three months ended March 31, 1997 by
$267,000 as compared to 1996, due to a decrease in cash
distributions of $270,000 received from Local Limited Partnerships.
In 1996, $350,000 was received from the Local Limited Partnership
owning the Shadowbrook Apartments property which was lost through
foreclosure in August 1996. For the three months ended March 31,
1997, $80,000 was received from the Local Limited Partnership
owning the Lynwood property. Expenses decreased by $5,000 for the
three months ended March 31, 1997 as compared to 1996 primarily due
to a decrease in general and administrative expenses of $13,000
related to a reduction in professional fees, which was partially
offset by an increase in management fees of $8,000.
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27
Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three months
ended March 31, 1997.
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WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
SIGNATURES
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 13, 1997
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Exhibit 99
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
FORM 10-QSB MARCH 31, 1997
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, 1997:
Net income $ 56,000
Add: Amortization 2,000
Less: Equity in income of Local Limited Partnership (2,000)
Cash to reserves (56,000)
---------
Cash Available for Distribution $ 0
=========
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, 1997:
Entity Receiving Form of
Compensation Compensation Amount
---------------- ------------ ------
First Winthrop Corporation Interest on Loans $ 15,000
WP Management Co., Inc. Property Management Fees $ 8,000
11 of 11
<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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 344,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,868,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,018,000
<TOTAL-LIABILITY-AND-EQUITY> 1,868,000
<SALES> 0
<TOTAL-REVENUES> 82,000
<CGS> 0
<TOTAL-COSTS> 10,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,000
<INCOME-PRETAX> 56,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 56,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 56,000
<EPS-PRIMARY> 2.07
<EPS-DILUTED> 2.07
</TABLE>
