SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1996 Commission File Number 2-83272
WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Maryland 04-2787751
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
One International Place, Boston, MA 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 330-8600
Indicate by check mark whether the 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
<PAGE>
PART I - FINANCIAL INFORMATION
WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 1996
AND 1995 (UNAUDITED)
(NOTE 1)
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- ------------------
1996 1995 1996 1995
-------- -------- -------- ------
Expenses:
<S> <C> <C>
Professional Fees................................. $ 7,000 - $ 7,000 -
General and administrative......................... $ 4,435 $ 110 $ 6,345 $ 15,138
-------- -------- -------- --------
11,435 110 13,345 15,138
-------- -------- -------- --------
Net loss............................................. $(11,435) $( 110) $(13,345) $(15,138)
======== ======== ======== ========
Net loss allocated to General Partners...... $ (114) $ (1) $ (133) $ (151)
======== ======== ======== ========
Net loss allocated to Limited Partners...... $(11,321) $( 109) $(13,212) $(14,987)
======== ======== ======== ========
Net loss per Unit of Limited
Partnership Interest.............................. $ (.11) $ (.01) $ (.13) $ (.15)
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31,
1995 (UNAUDITED) (NOTE 1)
ASSETS
<TABLE>
September 30, December 31,
1996 1995
<S> <C> <C>
Cash.......................................................... $ 13 $ 13
----------- -----------
$ 13 $ 13
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Loans payable to affiliate.................................... 196,320 182,975
----------- -----------
196,320 182,975
----------- -----------
Partners' Capital:
Limited Partners
Units of Limited Partnership Interest;
authorized, issued and outstanding -
99,990..................................................... (2,712,798) (2,699,586)
General Partners........................................... 2,516,491 2,516,624
----------- -----------
(196,307) (182,962)
----------- -----------
$ 13 $ 13
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996 AND
1995 (UNAUDITED)
(NOTE 1)
<TABLE>
1996 1995
-------- ------
Cash flows from operating activities:
<S> <C> <C>
Net loss................................................................. $(13,345) $(15,138)
-------- --------
Net cash used by operating activities....................................... (13,345) (15,138)
-------- --------
Cash flows from financing activities:
Increase in loans payable to affiliate.................................... 13,345 15,138
-------- --------
Net cash provided by financing activities.................................... 13,345 15,138
-------- --------
Net (decrease) increase in cash during the period............................ 0 0
Cash, beginning of the period................................................ 13 17
-------- --------
Cash, end of the period...................................................... $ 13 $ 17
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996 AND 1995 (UNAUDITED)
(NOTE 1)
<TABLE>
UNITS OF
LIMITED GENERAL LIMITED
PARTNERSHIP PARTNERS' PARTNERS' TOTAL
INTEREST CAPITAL CAPITAL CAPITAL
<S> <C> <C> <C> <C>
Balance December 31, 1995............................... 99,990 $2,516,624 $(2,699,586) $ (182,962)
Net loss................................................ (133) (13,212) (13,345)
----------------- ----------- ----------
Balance, September 30, 1996............................. 99,990 $2,516,491 $(2,712,798) $ (196,307)
======= ========== =========== ==========
Balance December 31, 1994............................... 99,990 $2,516,775 $(2,684,590) $ (167,815)
Net loss................................................ (151) (14,987) (15,138)
------- ----------- ----------- ----------
Balance, September 30, 1995............................. 99,990 $2,516,624 $(2,699,577) $ (182,953)
======= =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
1. ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements included herein have been prepared
by the Partnership, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The
Partnership's accounting and financial reporting policies are in
conformity with generally accepted accounting principles and include
adjustments in interim periods considered necessary for a fair
presentation of the results of operations. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations.
It is suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Partnership's latest annual report on Form 10-K. The
balance sheet at December 31, 1995 was derived from the audited
financial statements at such date.
The accompanying financial statements reflect the Partnership's
results of operations for an interim period and are not necessarily
indicative of the results of operations for the year ending December
31, 1996.
2. TAXABLE LOSS
The Partnership's taxable loss for 1996 is expected to differ from
that for financial reporting purposes due to accounting differences in
the recognition of the Syndicating Partnerships' results of
operations.
3. CASH AVAILABLE FOR DISTRIBUTION
Statement of Cash Available for Distribution for the nine months ended
September 30, 1996:
<TABLE>
<S> <C>
Net loss.................................................................. $ (13,345)
Add: Amounts withdrawn by the Fund from reserves or
paid by loans from affiliates....................................... 13,345
----------
Cash Available for Distribution........................................... $ -
=======
</TABLE>
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.
The Partnership's primary source of liquidity is distributions from
its investments in four limited partnerships (the "Syndicating
Partnership") which own eight commercial properties and one-mixed use
property (residential and commercial). The Partnership did not receive
a distribution from any of the Syndicating Partnerships during 1995 or
the nine months ended September 30, 1996. It is not anticipated that
the Partnership will receive cash distributions from any of the
Syndicating Partnerships in the future. All of the Syndicating
Partnerships have incurred severe financial problems due to the
deterioration of real estate markets across the United States. As a
result of the financial problems of the Syndicating Partnerships, the
Partnership has written down its investments to $0 in all of the
Syndicating Partnerships.
The Partnership requires cash to pay operating expenses associated
with reporting to its Limited Partners, including audit, printing and
mailing costs. The General Partners have been making loans to the
Partnership sufficient to pay these expenses and are expected to do so
in future years to the extent that the Partnership does not receive
cash flow from the Syndicating Partnerships sufficient to meet such
cash requirements. However, there is no requirement under the
Partnership's partnership agreement for the General Partners to
continue to fund operating deficits. To date, the General Partners
have advanced $196,320 to the Partnership, of which $11,435 was
advanced during the third quarter of 1996. These loans are
non-interest bearing and are to be repaid out of cash distributions,
if any, which the Partnership receives from the Syndicating
Partnership. The loans are to be repaid prior to the Partnership
making any cash distributions to its Limited Partners.
Part II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
Exhibit 27 - Financial Data Schedule
B. REPORTS ON FORM 8-K
No Report on Form 8-K was required to be filed during the period.
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 INTERIM PARTNERS I,
A LIMITED PARTNERSHIP
By: TWO WINTHROP PROPERTIES, INC.
Managing General Partner
By: /s/ Edward V. Williams
Edward V. Williams
Chief Financial Officer
By: /s/ Michael Ashner
Michael Ashner
Chief Executive Officer
DATED: November 14, 1996
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from unaudited financial statements for the
nine month period ending September 30, 1996 and is
qualified in its entirety by reference to such financial
statements
</LEGEND>
<CIK> 0000718535
<NAME> WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 13
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13
<CURRENT-LIABILITIES> 196320
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (196307)
<TOTAL-LIABILITY-AND-EQUITY> 13
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13345
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (13345)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13345)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13345)
<EPS-PRIMARY> (00.13)
<EPS-DILUTED> 00.00
</TABLE>
