<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 0-10404
Winthrop Partners 81 Limited Partnership
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(Exact name of small business issuer as specified in its charter)
Massachusetts 04-2720480
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One International Place, Boston, Massachusetts 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|_|
1 of 10
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WINTHROP PARTNERS 81 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
Balance Sheets (Unaudited)
March 31, December 31,
1996 1995
Assets
Real Estate Leased to Others:
<S> <C> <C>
Accounted for under the operating method, at
cost, net of accumulated depreciation of $821,000 (1996)
and $808,000 (1995) $ 1,438,000 $ 1,451,000
Accounted for under the financing method 212,000 220,000
----------- -----------
1,650,000 1,671,000
Other Assets:
Cash and cash equivalents 241,000 234,000
Other 2,000 2,000
----------- -----------
Total Assets $ 1,893,000 $ 1,907,000
=========== ===========
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 13,000 $ 11,000
Distributions payable to partners 81,000 76,000
----------- -----------
Total Liabilities 94,000 87,000
----------- -----------
Partners Capital:
Limited Partners -
Units of Limited Partnership Interest,
$500 stated value per Unit; authorized -
70,010 Units; issued and outstanding - 25,109 Units 2,093,000 2,119,000
General Partners (Deficit) (294,000) (299,000)
----------- -----------
Total Partners' Capital 1,799,000 1,820,000
----------- -----------
Total Liabilities and Partners' Capital $ 1,893,000 $ 1,907,000
=========== ===========
</TABLE>
See notes to financial statements.
2 of 10
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WINTHROP PARTNERS 81 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
Statements of Income (Unaudited)
For the Three Months Ended
March 31, March 31,
1996 1995
Income
Rental income from real estate leases accounted
for under the operating method $ 81,000 $ 74,000
Interest on short-term investments 2,000 26,000
Interest income on real estate leases accounted
for under the financing method 4,000 6,000
Gain on sale of property -- 11,000
-------- --------
87,000 117,000
-------- --------
Expenses:
Depreciation 13,000 27,000
Management fees 1,000 1,000
General and administrative 13,000 7,000
-------- --------
Total expenses 27,000 35,000
-------- --------
Net income $ 60,000 $ 82,000
======== ========
Net income per Unit of Limited Partnership Interest $ 2.19 $ 3.01
======== ========
Distributions per Unit of Limited Partnership Interest $ 3.23 $ 119.12
======== ========
See notes to financial statements.
3 of 10
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WINTHROP PARTNERS 81 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
Statement of Partners' Capital (Unaudited)
<TABLE>
<CAPTION>
Units of
Limited General Limited
Partnership Partners' Partners' Total
Interest Deficit Capital Capital
<S> <C> <C> <C> <C>
Balance - January 1, 1996 25,109 $ (299,000) $ 2,119,000 $ 1,820,000
Cash distributions paid or accrued -- (81,000) (81,000)
Net income 5,000 55,000 60,000
----------- ----------- ----------- -----------
Balance - March 31, 1996 25,109 $ (294,000) $ 2,093,000 $ 1,799,000
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 81 LIMITED PARTNERSHIP FORM 10-QSB MARCH 31, 1996
<TABLE>
<CAPTION>
Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, March 31,
1996 1995
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 60,000 $ 82,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 13,000 27,000
Minimum lease payments received, net of interest income
earned, on leases accounted for under the financing method 8,000 7,000
Gain on property sold -- (11,000)
Changes in assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses 2,000 (17,000)
(Increase) in other assets -- (26,000)
--------- -----------
Net cash provided by operating activities 83,000 62,000
--------- -----------
Cash Flows From Investing Activities:
Net proceeds from sale of property -- 2,883,000
--------- -----------
Cash provided by investing activities -- 2,883,000
--------- -----------
Cash Flows From Financing Activities:
Cash distributions paid (76,000) (25,000)
--------- -----------
Cash used in financing activities (76,000) (25,000)
--------- -----------
Net increase in cash and cash equivalents 7,000 2,920,000
Cash and cash equivalents, beginning of period 234,000 179,000
--------- -----------
Cash and cash equivalents, end of period $ 241,000 $ 3,099,000
========= ===========
</TABLE>
See notes to financial statements.
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WINTHROP PARTNERS 81 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. Related Party Transactions
Management fees paid by the Partnership to Winthrop Management, an
affiliate of the General Partner, totaled $1,000 during each of the
three months ended March 31, 1996 and 1995, respectively.
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WINTHROP PARTNERS 81 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
The Partnership's two remaining properties include a retail store and a
warehouse which are each leased to a single tenant pursuant to a triple net
lease. The lease with GTE North Incorporated (the "GTE Lease") expires in April
1997 and the lease with Frank's Nursery and Crafts, Inc. expires in January
1998, subject to extension. 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.
The level of liquidity based on cash and cash equivalents experienced a $7,000
increase at March 31, 1996 as compared to December 31, 1995. The Partnership's
$83,000 of cash provided by operating activities was only partially offset by
$76,000 of cash used for partner distributions (financing activities). Cash
provided by investing activities declined significantly at March 31, 1996 as
compared to March 31, 1995 due to the receipt of sale proceeds during the first
quarter of 1995. All other increases (decreases) in certain assets and
liabilities are the result of the timing of receipt and payment of various
operating activities.
The Partnership requires cash primarily to pay management fees at its properties
and general and administrative expenses. In addition, if the Partnership is
unable to sell its remaining properties prior to their lease expiration, extend
the current leases or re-let the properties upon the expiration of the lease
terms, the Partnership would be responsible for operating expenses, such as real
estate taxes, insurance and utility expenses associated with the properties. The
Partnership's rental and interest income was sufficient for the three months
ended March 31, 1996, and is expected to be sufficient until the expiration of
the GTE Lease, to pay all of these amounts.
The Partnership invests its working capital reserves in a money market account
or repurchase agreements secured by United States Treasury obligations.
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WINTHROP PARTNERS 81 LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1996
Item 2. Management's Discussion and Analysis or Plan of Operation.
(Continued)
Results of Operations
Three Months ended March 31, 1996 vs. March 31, 1995
Operating results declined by $22,000 for the three months ended March 31, 1996
as compared to 1995 due to a decrease in revenues of $30,000 which was only
partially offset by a decrease in expenses of $8,000.
Revenues decreased by $30,000 for the three months ended March 31, 1996 as
compared to 1995 due to decreases in interest on short term investments
($24,000), interest income on real estate leases accounted for under the
financing method ($2,000) and an $11,000 gain on the sale of property during
1995 which were partially offset by an increase in rental income of $7,000. The
increase in rental income is primarily attributable to an increase in rent under
the GTE Lease and an increase in percentage rent paid by Frank's Nursery. The
decrease in interest on short-term investments was due to the interest income
received from proceeds from the sale of one of the Partnership's properties
which was received in January 1995 and distributed in May 1995 to the
Partnership's partners.
Expenses decreased by $8,000 for the three months ended March 31, 1996 as
compared to 1995 primarily due to a decrease in depreciation expense of $14,000
which was partially offset by an increase in general and administrative expenses
of $6,000. The increase in general and administrative expenses was the result of
the payment of certain professional fees. Management fees remained constant.
8 of 10
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WINTHROP PARTNERS 81 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: In February 1996, a current report on Form 8-K was
filed with respect to a mailing to limited partners (Item 5, "Other
Event").
9 of 10
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WINTHROP PARTNERS 81 LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1996
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: ____________________________________
Michael L. Ashner
Chief Executive Officer and Director
BY: ____________________________________
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
Partners 81 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> 241,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,471,000
<DEPRECIATION> 821,000
<TOTAL-ASSETS> 1,893,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,799,000
<TOTAL-LIABILITY-AND-EQUITY> 1,893,000
<SALES> 0
<TOTAL-REVENUES> 85,000
<CGS> 0
<TOTAL-COSTS> 14,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 60,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 60,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 60,000
<EPS-PRIMARY> 2.19
<EPS-DILUTED> 2.19
</TABLE>
