<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 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 0-10272
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)
Five Cambridge Center, Cambridge, MA 02142-1493
--------------------------------------- ------------------------------------
(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 [ ]
1 of 11
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
--------------------------------------------------------
FORM 10-QSB JUNE 30, 2000
-------------------------
PART 1 - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS.
BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
JUNE 30, DECEMBER 31,
2000 1999
---------- ----------
Assets
------
Cash and cash equivalents $ 454 $ 446
Note receivable and accrued interest 120 116
Investment in Local Limited Partnership 259 235
---------- ----------
Total Assets $ 833 $ 797
========== ==========
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Accrued expenses $ 7 $ 18
Loan payable and accrued interest - affiliate 368 354
---------- ----------
Total Liabilities 375 372
---------- ----------
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 1,553 1,522
General Partners' deficit (1,095) (1,097)
---------- ----------
Total Partners' Capital 458 425
---------- ----------
Total Liabilities and Partners' Capital $ 833 $ 797
========== ==========
See notes to financial statements.
2 of 12
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A 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:
Income from Local Limited Partnership
cash distributions $ 68 $ 73 $ 68 $ 73
Equity in income (loss) of Local Limited
Partnership 12 (25) 24 (34)
Interest 6 7 12 12
-------------- --------------- -------------- --------------
Total income 86 55 104 51
-------------- --------------- -------------- --------------
Expenses:
Interest 8 6 15 12
General and administrative 34 24 56 50
-------------- --------------- -------------- --------------
Total expenses 42 30 71 62
-------------- --------------- -------------- --------------
Net income (loss) $ 44 $ 25 $ 33 $ (11)
============== =============== ============== ==============
Net income (loss) allocated to General Partners $ 2 $ 1 $ 2 $ (1)
============== =============== ============== ==============
Net income (loss) allocated to Limited Partners $ 42 $ 24 $ 31 $ (10)
============== =============== ============== ==============
Net income (loss) per Unit of Limited
Partnership Interest $ 1.64 $ 0.94 $ 1.21 $ (0.39)
============== =============== ============== ==============
</TABLE>
See notes to financial statements.
3 of 12
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
--------------------------------------------------------
FORM 10-QSB JUNE 30, 2000
-------------------------
STATEMENTS 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 25,595 $ 1,522 $ (1,097) $ 425
Net Income - 31 2 33
---------------- -------------- ------------- --------------
Balance - June 30, 2000 25,595 $ 1,553 $ (1,095) $ 458
================ ============== ============= ==============
</TABLE>
See notes to financial statements.
4 of 12
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
--------------------------------------------------------
FORM 10-QSB JUNE 30, 2000
-------------------------
STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999
---------- ----------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss) $ 33 $ (11)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Equity in (income) loss of Local Limited Partnership (24) 34
Income from Local Limited Partnership cash distribution (68) (73)
Changes in assets and liabilities:
Increase in accrued interest receivable (4) (5)
Decrease in accrued expenses (11) (2)
Increase in accrued interest payable 14 11
---------- ----------
Net cash used in operating activities (60) (46)
---------- ----------
Cash Flows From Investing Activities:
Distribution received from Local Limited Partnership 68 73
---------- ----------
Net increase in cash and cash equivalents 8 27
Cash and cash equivalents, beginning of period 446 455
---------- ----------
Cash and cash equivalents, end of period $ 454 $ 482
========== ==========
</TABLE>
See notes to financial statements.
5 of 12
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A 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. Certain amounts have been reclassified to conform to the
June 30, 2000 presentation. 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.
6 of 11
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A 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
-------------------------------
As of June 30, 2000, the Partnership retained an equity interest in
five Local Limited Partnerships each of which owns one apartment
complex. The properties are located throughout the United States.
The level of liquidity based on cash and cash equivalents experienced
an $8,000 increase for the six months ended June 30, 2000, as compared
to December 31, 1999. The Partnerships $68,000 of cash received from a
Local Limited Partnership (Investing Activities) was partially offset
by $60,000 of net cash used in operating activities. At June 30, 2000,
the Partnership had $454,000 in cash and cash equivalents, which has
been invested primarily in short-term certificates of deposit and money
market accounts.
The Partnership's primary source of income is distributions from the
Local Limited Partnerships. The Partnership requires cash to pay
general and administrative expenses and 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.
The loan payable to an affiliate of the Managing General Partner which
bears interest at prime plus 1% is repayable from cash flows generated
by the Local Limited Partnerships and the proceeds of any sales of real
estate owned by the Local Limited Partnerships. The outstanding
principal balance and accrued interest on the loan was approximately
$368,000 at June 30, 2000. The Partnership did not make cash
distributions to its partners during 2000 or 1999.
7 of 11
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A 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)
-------------------------------------------
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.
The Cedar Lake Ltd. Local Limited Partnership ("Cedar Lake"), which
owns Albany Landings Apartments, has incurred significant operating
losses and cash flow deficits. Cedar Lake has defaulted on the mortgage
and HUD has taken possession of the property. It is anticipated that
HUD will foreclose on the property. The Partnership's investment in
this Local Limited Partnership had previously been written down to
zero. For tax reporting purposes, the Partnership will incur a tax
liability due to the recapture of tax benefits taken in prior years in
proportion to its ownership interest in the Local Limited Partnership.
Results of Operations
---------------------
Net income increased by $44,000 to net income of $33,000 for the six
months ended June 30, 2000 as compared to the comparable period in 1999
due to an increase in income of $53,000 which was partially offset by
an increase in expenses of $9,000.
Income for the six months ended June 30, 2000, as compared to the
comparable period in 1999, increased due to equity in income of a Local
Limited Partnership of $24,000 during the six months ended June 30,
2000 as compared to equity in loss of a Local Limited Partnership of
$34,000 in 1999. Interest income remained constant. Expenses increased
primarily due to an increase in general and administrative expenses.
8 of 11
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
--------------------------------------------------------
FORM 10-QSB JUNE 30, 2000
-------------------------
PART II - OTHER INFORMATION
---------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
(a) Exhibit 27
27. Financial Data Schedule
99. Supplementary Information Required Pursuant to Section 9.4 of
the Partnership Agreement.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the period ended June
30, 2000.
9 of 11
<PAGE>
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
--------------------------------------------------------
FORM 10-QSB JUNE 30, 2000
-------------------------
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
BY: ONE WINTHROP PROPERTIES, INC.
Managing General Partner
BY: /s/ Michael L. Ashner
------------------------------
Michael L. Ashner
Chief Executive Officer
BY: /s/ Thomas C. Staples
------------------------------
Thomas C. Staples
Chief Financial Officer
Dated: August 14, 2000
10 of 11
<PAGE>
EXHIBIT 99
----------
WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP
--------------------------------------------------------
FORM 10-QSB JUNE 30, 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 June
30, 2000:
Net Income $ 44,000
Less: Equity in income of Local Limited Partnership (12,000)
Cash to reserves (32,000)
---------
Cash Available for Distribution $ --
=========
2. Fees and other compensation paid or accrued by the Partnership to the General
Partners, or their affiliates, during the three months ended June 30, 2000:
Entity Receiving Form of
Compensation Compensation Amount
-------------------- -------------------- --------------------
None
11 of 11
