<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER 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 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 office) (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
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1997
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
March 31, December 31,
ASSETS 1997 1996
--------- ------------
Cash $ 13 $ 13
----------- -----------
Total Assets $ 13 $ 13
=========== ===========
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Loans payable to affiliates $ 204,345 $ 198,345
----------- -----------
Total liabilities 204,345 198,345
----------- -----------
Partners' Deficit:
Limited partners' deficit -
$500 stated value per unit - authorized,
issued and outstanding 99,990 units (2,720,742) (2,714,802)
General partners' capital 2,516,410 2,516,470
----------- -----------
Total partners' deficit (204,332) (198,332)
----------- -----------
Total Liabilities and Partners' deficit $ 13 $ 13
=========== ===========
See notes to financial statements.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1997
Statements of Operations (Unaudited)
For the Three Months Ended
March 31, 1997 March 31, 1996
-------------- --------------
Expenses:
General and administrative $ 6,000 $ 27
-------- --------
Total expenses 6,000 27
-------- --------
Net loss $ (6,000) $ (27)
======== ========
Net Loss Allocated:
General partners $ (60) $ -
======== ========
Limited partners $ (5,940) $ (27)
======== ========
Net loss per unit of limited partnership interest $ (0.06) $ 0.00
======== ========
See notes to financial statements.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1997
Statement of Partners' Deficit (Unaudited)
Units of
Limited General Limited Total
Partnership Partners' Partners' Partners'
Interest capital (deficit) (deficit)
----------- --------- --------- ---------
Balance - January 1, 1997 99,990 $2,516,470 $(2,714,802) $(198,332)
Net loss - (60) (5,940) (6,000)
------ ---------- ----------- ---------
Balance - March 31, 1997 99,990 $2,516,410 $(2,720,742) $(204,332)
====== ========== =========== =========
See notes to financial statements.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1997
Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, 1997 March 31, 1996
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,000) $ (27)
-------- --------
Cash used in operating activities (6,000) (27)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loans payable 6,000 27
-------- --------
Cash provided by financing activities 6,000 27
-------- --------
Decrease in cash - -
Cash at Beginning of Year 13 13
-------- --------
Cash at End of Year $ 13 $ 13
======== ========
See notes to financial statements.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1997
NOTES TO FINANCIAL STATEMENTS
1. General
These 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, 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. 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. Cash Available for Distribution
Statement of Cash Available for Distribution for the three months ended
March 31, 1997:
Net loss $ (6,000)
Add: Amounts paid by loans from affiliates 6,000
--------------
Cash Available for Distribution $ -
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1997
Item 2. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources
The Registrant's business is currently limited to holding and
monitoring its investments in four limited partnerships (the
"Syndicating Partnerships"). The Registrant will not make any further
investments.
The Registrant requires cash to pay operating expenses associated with
reporting to its Limited Partners, including professional, printing and
mailing costs. The General Partners have been making loans to the
Registrant sufficient to pay these expenses and are expected to do so
in future years to the extent that the Registrant does not receive cash
flow from the Syndicating Partnerships sufficient to meet such cash
requirements. However, there is no requirement under the Registrant's
partnership agreement for the General Partners to continue to fund
operating deficits. To date, the General Partners have advanced
$204,345 to the Registrant, of which $6,000 was advanced in the three
months ended March 31, 1997. These loans are non-interest bearing and
are to be repaid out of cash distributions, if any, which the
Registrant receives from the Syndicating Partnership. The loans are to
be repaid prior to the Registrant making any cash distributions to its
Limited Partners.
The results of operations for the three months ended March 31, 1997 did
not differ significantly from those in 1996. It is expected that the
Registrant's results of operations in future years will be similar to
those in 1996. Due to continued operating deficits and the general
market conditions affecting the assets of the Syndicating Partnerships,
the Registrant determined it was necessary to write down to zero its
investment in RC Commercial and RC Apartments in 1989, 1626 in 1990,
and One Financial Place in 1991.
It is not anticipated that the Registrant will receive cash
distributions from any of the Syndicating Partnerships in the future.
All four of the Syndicating Partnerships in which the Registrant is
currently invested in have incurred severe financial problems due to
the deterioration of real estate markets across the United States. As a
result and based upon the pending maturity of the loans encumbering the
Syndicating Partnerships properties, it is possible that the properties
held by the Syndicating Partnerships may be lost through foreclosure
during 1997 and 1998.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1997
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27. Financial Data Schedule is filed as an exhibit to this report.
(b) Reports on Form 8-K
No report on Form 8-K was filed during the period.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1997
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.
WINTHROP INTERIM PARTNERS I,
A LIMITED PARTNERSHIP
BY: Two Winthrop Properties, Inc.
Managing General Partner
BY: /s/ Michael Ashner
------------------------------
Michael Ashner
Chief Executive Officer
BY: /s/ Edward V. Williams
------------------------------
Edward V. Williams
Chief Financial Officer
May 14, 1997
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Winthrop
Interim Partners 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> 13
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13
<CURRENT-LIABILITIES> 204,345
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (204,332)
<TOTAL-LIABILITY-AND-EQUITY> 13
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 6,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,000)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
