<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, 1999
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)
Five Cambridge Center, Cambridge, MA 02142-1493
- --------------------------------------- ------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 234-3000
-----------------
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
--- ---
1 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1999
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------------------- ---------------------
<S> <C> <C>
$ 13 $ 13
--------------------- ---------------------
Total Assets $ 13 $ 13
===================== =====================
$ 280,643 $ 271,867
--------------------- ---------------------
Total liabilities 280,643 271,867
--------------------- ---------------------
LIABILITIES AND PARTNERS' DEFICIT
Limited partners' deficit -
$500 stated value per unit - authorized,
issued and outstanding 99,990 units (2,796,277) (2,787,589)
General partners' capital 2,515,647 2,515,735
--------------------- ---------------------
Total partners' deficit (280,630) (271,854)
--------------------- ---------------------
Total Liabilities and Partners' deficit $ 13 $ 13
===================== =====================
</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, 1999
Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1999 March 31, 1998
--------------------- ---------------------
<S> <C> <C>
General and administrative $ 8,776 $ 6,114
--------------------- ---------------------
Total expenses 8,776 6,114
--------------------- ---------------------
Net loss $ (8,776) $ (6,114)
===================== =====================
General partners $ (88) $ (61)
===================== =====================
Limited partners $ (8,688) $ (6,053)
===================== =====================
$ (0.09) $ (0.06)
===================== =====================
</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, 1999
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, 1999 99,990 $ 2,515,735 $ (2,787,589) $ (271,854)
Net loss - (88) (8,688) (8,776)
--------------------- --------------------- --------------------- --------------------
Balance - March 31, 1999 99,990 $ 2,515,647 $ (2,796,277) $ (280,630)
===================== ===================== ===================== ====================
</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, 1999
Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1999 March 31, 1998
--------------------- ---------------------
<S> <C> <C>
$ (8,776) $ (6,114)
--------------------- ---------------------
Cash used in operating activities (8,776) (6,114)
--------------------- ---------------------
8,776 6,114
--------------------- ---------------------
Cash provided by financing activities 8,776 6,114
--------------------- ---------------------
- -
13 13
--------------------- ---------------------
$ 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, 1999
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, 1998.
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, 1998 was derived from audited financial statements at
such date.
The results of operations for the three months ended March 31, 1999
and 1998 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, 1999:
Net loss $ (8,776)
Add: Amounts paid by loans from affiliates 8,776
---------------
Cash Available for Distribution $ -
=== ============
3. Subsequent Event
In April 1999, the One Financial Place property, which was owned by a
Syndicating Partnership in which the Registrant had invested in, was
lost through foreclosure. For financial statement purposes, no gain or
loss will be recognized, as the investment had previously been written
down to zero.
6 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1999
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. It is anticipated
the properties the Syndicating Partnerships had invested in will be
disposed of during 1999, at which time the Registrant will be
liquidated.
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 the future 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 $280,643 to the Registrant, of
which $8,776 was advanced during the three months ended March 31,
1999. 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, 1999,
as compared to 1998, remained relatively 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, 1999.
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.
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. In April
1999, the property was lost through foreclosure. For tax reporting
purposes, the disposition of the property will cause approximately
$4.5 million of taxable income to be allocated to the Registrant,
but will not produce a cash distribution to the Registrant.
As of April 1, 1999, 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.
7 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1999
Item 2. Management's Discussion and Analysis or Plan of Operation
Year 2000
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. The
Registrant is dependent upon the Managing General Partner and its
affiliates for management and administrative services. Any computer
programs or hardware that have date-sensitive software or embedded
chips may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in system failure or
miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send
invoices, or engage in similar normal business activities.
During the first half of 1998, the Managing General Partner and its
affiliates completed their assessment of the various computer
software and hardware used in connection with the management of the
Registrant. This review indicated that significantly all of the
computer programs used by the Managing General Partner and its
affiliates are off-the-shelf "packaged" computer programs which are
easily upgraded to be Year 2000 compliant. In addition, to the
extent that custom programs are utilized by the Managing General
Partner and its affiliates, such custom programs are Year 2000
compliant.
Following the completion of its assessment of the computer software
and hardware, the Managing General Partner and its affiliates began
upgrading those systems which required upgrading. To date,
significantly all of these systems have been upgraded. The
Registrant has to date not borne, nor is it expected that the
Registrant will bear, any significant costs in connection with the
upgrade of those systems requiring remediation. It is expected that
all systems will be remediated, tested and implemented during the
first half of 1999.
To date, the Managing General Partner is not aware of any external
agent with a Year 2000 issue that would materially impact the
Registrant's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that
external agents will be Year 2000 compliant. The Managing General
Partner does not believe that the inability of external agents to
complete their Year 2000 resolution process in a timely manner will
have a material impact on the financial position or results of
operations of the Registrant. However, the effect of non-compliance
by external agents is not readily determinable.
8 of 10
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
MARCH 31, 1999
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, 1999
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/ Thomas Staples
-----------------------------------
Thomas Staples
Chief Financial Officer
May 14, 1999
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>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1995
<CASH> 13
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 280,643
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (280,630)
<TOTAL-LIABILITY-AND-EQUITY> 13
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 8,776
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,776)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,776)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,776)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
