<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 September 30, 1998
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
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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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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
SEPTEMBER 30, 1998
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1998 1997
-------------------- --------------------
<S> <C> <C>
Cash $ 13 $ 13
--------------------- --------------------
Total Assets $ 13 $ 13
===================== ====================
LIABILITIES AND PARTNERS' DEFICIT
Liabilities:
Loans payable to affiliates $ 260,584 $ 233,175
--------------------- --------------------
Total liabilities 260,584 233,175
--------------------- --------------------
Partners' Deficit:
Limited partners' deficit -
$500 stated value per unit - authorized,
issued and outstanding 99,990 units (2,776,419) (2,749,284)
General partners' capital 2,515,848 2,516,122
--------------------- --------------------
Total partners' deficit (260,571) (233,162)
--------------------- --------------------
Total Liabilities and Partners' deficit $ 13 $ 13
===================== ====================
</TABLE>
See notes to financial statements.
2 of 11
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
SEPTEMBER 30, 1998
Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, September 30,
1998 1997
--------------------- --------------------
<S> <C> <C>
Expenses:
General and administrative $ 27,409 $ 26,455
--------------------- --------------------
Total expenses 27,409 26,455
--------------------- --------------------
Net loss $ (27,409) $ (26,455)
===================== ====================
Net Loss Allocated:
General partners $ (274) $ (265)
===================== ====================
Limited partners $ (27,135) $ (26,190)
===================== ====================
Net loss per unit of limited partnership interest $ (0.27) $ (0.26)
===================== ====================
</TABLE>
See notes to financial statements.
3 of 11
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
SEPTEMBER 30, 1998
Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
September 30, September 30,
1998 1997
--------------------- --------------------
<S> <C> <C>
Expenses:
General and administrative $ 11,353 $ 6,951
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Total expenses 11,353 6,951
--------------------- --------------------
Net loss $ (11,353) $ (6,951)
===================== ====================
Net Loss Allocated:
General partners $ (114) $ (70)
===================== ====================
Limited partners $ (11,239) $ (6,881)
===================== ====================
Net loss per unit of limited partnership interest $ (0.11) $ (0.07)
===================== ====================
</TABLE>
See notes to financial statements.
4 of 11
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
SEPTEMBER 30, 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 - (274) (27,135) (27,409)
--------------------- --------------------- --------------------- --------------------
Balance - September 30, 1998 99,990 $ 2,515,848 $ (2,776,419) $ (260,571)
===================== ===================== ===================== ====================
</TABLE>
See notes to financial statements.
5 of 11
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
SEPTEMBER 30, 1998
Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, September 30,
1998 1997
--------------------- --------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (27,409) $ (26,455)
--------------------- --------------------
Cash used in operating activities (27,409) (26,455)
--------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loans payable 27,409 26,455
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Cash provided by financing activities 27,409 26,455
--------------------- --------------------
Decrease in cash - -
Cash at Beginning of Period 13 13
--------------------- --------------------
Cash at End of Period $ 13 $ 13
===================== ====================
</TABLE>
See notes to financial statements.
6 of 11
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
SEPTEMBER 30, 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 and nine months ended
September 30, 1998 and 1997 are not indicative of the results to be
expected for the full year.
2. Cash Available for Distribution
Statement of Cash Available for Distribution for the nine months
ended September 30, 1998:
Net loss $ (27,409)
Add: Amounts paid by loans from affiliates 27,409
---------------
Cash Available for Distribution $ -
===============
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.
4. Subsequent Events
In October 1998, the 535 Fifth Avenue and 545 Fifth Avenue
properties, which were owned by one of the Syndicating Partnership
owning an interest in Nineteen New York properties ("19NY") were
conveyed to the lender in satisfaction of the mortgage debt
encumbering these properties. Simultaneously, 19NY conveyed title
(subject to the existing mortgages) in their 509 Fifth Avenue and 300
Park Avenue South properties to the lender. For financial statement
purposes, no gain or loss will be recognized. In addition, the debt
securing 19NY's remaining property, 757 Third Avenue, was
restructured.
7 of 11
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
SEPTEMBER 30, 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 $260,584 to the Registrant, of which
$27,409 was advanced in the nine months ended September 30, 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 nine months ended September 30,
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 nine months ended September 30, 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 November 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 in 1999. 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.
8 of 11
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
SEPTEMBER 30, 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. 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 September 30,
1998.
In October 1998, the 535 Fifth Avenue and 545 Fifth Avenue
properties, which were owned by 19NY were conveyed to the lender in
satisfaction of the mortgage debt encumbering these properties.
Simultaneously, 19NY conveyed title (subject to the existing
mortgages) in their 509 Fifth Avenue and 300 Park Avenue South
properties to the lender. For financial statement purposes, no gain
or loss will be recognized. For tax reporting purposes, the
disposition of properties will cause taxable income to be allocated
to the Registrant in 1998 due to the recapture of tax benefits
received in prior years. In addition, the debt securing 19NY's
remaining property, 757 Third Avenue, was restructured.
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.
As of November 1, 1998, 19NY owns one commercial property in New York
City. Given the level of debt encumbering the property, it is likely
that 19NY will not realize any proceeds from the disposition of its
remaining property, whether by sale or through mortgage foreclosure.
The ultimate disposition of 19NY's property will cause taxable income
to be allocated to the Registrant, but will not produce a cash
distribution to the Registrant.
9 of 11
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
SEPTEMBER 30, 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.
10 of 11
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
SEPTEMBER 30, 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
November 16, 1998
11 of 11
<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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 13
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13
<CURRENT-LIABILITIES> 260,584
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (260,571)
<TOTAL-LIABILITY-AND-EQUITY> 13
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 27,409
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (27,409)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,409)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,409)
<EPS-PRIMARY> (0.27)
<EPS-DILUTED> (0.27)
</TABLE>
