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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, 1998
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 2-83272
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Winthrop Interim Partners I, A Limited Partnership
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(Exact name of small business issuer
as specified in its charter)
Maryland 04-2787751
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Five Cambridge Center, Cambridge, MA 02142-1493
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 234-3000
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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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1 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1998
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1998 1997
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<S> <C> <C>
Cash $ 13 $ 13
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Total Assets $ 13 $ 13
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LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Loans payable to affiliates $ 239,289 $ 233,175
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Total liabilities 239,289 233,175
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Partners' Deficit:
Limited partners' deficit -
$500 stated value per unit - authorized,
issued and outstanding 99,990 units (2,755,337) (2,749,284)
General partners' capital 2,516,061 2,516,122
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Total partners' deficit (239,276) (233,162)
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Total Liabilities and Partners' deficit $ 13 $ 13
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</TABLE>
See notes to financial statements.
2 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1998
Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1998 March 31, 1997
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<S> <C> <C>
Expenses:
General and administrative $ 6,114 $ 6,000
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Total expenses 6,114 6,000
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Net loss $ (6,114) $ (6,000)
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Net Loss Allocated:
General partners $ (61) $ (60)
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Limited partners $ (6,053) $ (5,940)
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Net loss per unit of limited partnership interest $ (0.06) $ (0.06)
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</TABLE>
See notes to financial statements.
3 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1998
Statement of Partners' Deficit (Unaudited)
<TABLE>
<CAPTION>
Units of
Limited General Limited Total
Partnership Partners' Partners' Partners'
Interest capital (deficit) (deficit)
-------------------- ---------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Balance - January 1, 1998 99,990 $ 2,516,122 $ (2,749,284) $ (233,162)
Net loss - (61) (6,053) (6,114)
-------------------- ---------------------- -------------------- --------------------
Balance - March 31, 1998 99,990 $ 2,516,061 $ (2,755,337) $ (239,276)
==================== ====================== ==================== ====================
</TABLE>
See notes to financial statements.
4 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1998
Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1998 March 31, 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,114) $ (6,000)
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Cash used in operating activities (6,114) (6,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loans payable 6,114 6,000
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Cash provided by financing activities 6,114 6,000
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Decrease in cash - -
Cash at Beginning of Period 13 13
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Cash at End of Period $ 13 $ 13
==================== =====================
</TABLE>
See notes to financial statements.
5 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1998
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 on Form 10-KSB
for the year ended December 31, 1997.
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, 1997 was
derived from audited financial statements at such date.
The results of operations for the three months ended March 31, 1998 and
1997 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, 1998:
Net loss $ (6,114)
Add: Amounts paid by loans from affiliates 6,114
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Cash Available for Distribution $ -
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3. Investment in Syndicating Partnerships
In January 1998, the River City property, which was owned by two of the
Syndicating Partnerships in which the Partnership had invested in, was
lost through foreclosure. For financial reporting purposes, no gain or
loss was recognized.
6 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1998
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 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
$239,289 to the Registrant, of which $6,114 was advanced in the three
months ended March 31, 1998. These loans are non-interest bearing and
are to be repaid out of cash distributions, if any, which the
Registrant receives from the Syndicating Partnerships. 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, 1998, as
compared to 1997, remained constant. It is expected that the
Registrant's results of operations in future quarters will be similar
to those during the three months ended March 31, 1998. 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 New York Associates Limited Partnership 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.
As of March 1, 1998, the two remaining Syndicating Partnerships in
which the Registrant is currently invested in have incurred severe
financial problems from which they have never recovered due to the
deterioration of real estate markets across the United States in the
1980's.
In September 1991, the Syndicating Partnership owning One Financial
Place defaulted on its mortgage debt and unsecured loans. Since that
date the Syndicating Partnership attempted to negotiate a restructuring
agreement with its various lenders. In January, 1995, a restructuring
became effective which, among other changes, cured the defaults on the
Syndicating Partnership's various secured and unsecured loans, extended
the maturity date of its mortgage loans by three years to October 1,
1998 and reduced its required debt service payments. Thus, the
restructuring permitted the Syndicating Partnership to retain ownership
of One Financial Place. It is not anticipated, however, that One
Financial Place will have sufficient value to enable it to refinance or
sell its assets prior to the maturity of the restructured loan.
Accordingly, it is expected that the lender will foreclose on One
Financial Place's asset.
7 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1998
Item 2. Management's Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources (Continued)
The two Syndicating Partnerships owning River City had been in default
on their mortgage debt since June 1987. The property was foreclosed
upon in January 1998. For financial reporting purposes, no gain or loss
was recognized. For tax reporting purposes, the disposition of the
property will cause taxable income to be allocated to the Registrant,
but will not produce a cash distribution to the Registrant.
The Syndicating Partnership owning an interest in Nineteen New York
Properties ("19NY") restructured its debt on four properties ("Zeus
Properties"), which substantially reduced 19NY's current debt service
requirements through February 1998. As a result of this modification,
the likelihood of a monetary default had been deferred from 1996 to
1998. Consequently, the negative tax consequences associated with the
sale or foreclosure of the Properties was deferred for up to two years.
On January 13, 1998, 19NY sold its 1372 Broadway property. All of the
proceeds were used to partially satisfy its outstanding mortgage
indebtedness, with the unsatisfied portion of the debt being
reallocated among the remaining Zeus Properties.
In February 1998, the lender on the Zeus Properties extended the
maturity date on the debt to March 31, 1998 and further extended the
maturity date until May 31, 1998. Although there can be no assurance
that the lender will do so, it is anticipated that the lender will
continue to extend these loans on a month by month basis until the Zeus
Properties are sold.
As of April 1, 1998, 19NY owns five commercial properties in New York
City. Given the level of debt encumbering all of 19NY's properties, it
is likely that 19NY will not realize any proceeds from the disposition
of its properties, whether by sale or through mortgage foreclosure. The
ultimate disposition of 19NY's properties will cause taxable income to
be allocated to the Registrant, but will not produce a cash
distribution to the Registrant.
8 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1998
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.
9 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
MARCH 31, 1998
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 L. Ashner
--------------------------------
Michael L. Ashner
Chief Executive Officer
BY: /s/ Edward V. Williams
--------------------------------
Edward V. Williams
Chief Financial Officer
May 13, 1998
10 of 10
<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-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 13
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (239,276)
<TOTAL-LIABILITY-AND-EQUITY> 13
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 6,114
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,114)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,114)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,114)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
