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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 June 30, 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
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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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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
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JUNE 30, 1999
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements.
Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1999 1998
- ------ --------------------- ---------------------
<S> <C> <C>
Cash $ 13 $ 13
--------------------- ---------------------
Total Assets $ 13 $ 13
===================== =====================
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
Liabilities:
Loans payable to affiliates $ 287,956 $ 271,867
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Total liabilities 287,956 271,867
--------------------- ---------------------
Partners' Deficit:
Limited partners' deficit -
$500 stated value per unit - authorized,
issued and outstanding 99,990 units (2,803,517) (2,787,589)
General partners' capital 2,515,574 2,515,735
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Total partners' deficit (287,943) (271,854)
--------------------- ---------------------
Total Liabilities and Partners' deficit $ 13 $ 13
===================== =====================
</TABLE>
See notes to financial statements.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
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JUNE 30, 1999
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Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, 1999 June 30, 1998
--------------------- ---------------------
Expenses:
<S> <C> <C>
General and administrative $ 16,089 $ 16,056
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Total expenses 16,089 16,056
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Net loss $ (16,089) $ (16,056)
===================== =====================
Net Loss Allocated:
General partners $ (161) $ (161)
===================== =====================
Limited partners $ (15,928) $ (15,895)
===================== =====================
Net loss per unit of limited partnership interest $ (0.16) $ (0.16)
===================== =====================
</TABLE>
See notes to financial statements.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
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JUNE 30, 1999
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Statements of Operations (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
June 30, 1999 June 30, 1998
--------------------- ---------------------
Expenses:
<S> <C> <C>
General and administrative $ 7,313 $ 9,942
--------------------- ---------------------
Total expenses 7,313 9,942
--------------------- ---------------------
Net loss $ (7,313) $ (9,942)
===================== =====================
Net Loss Allocated:
General partners $ (73) $ (99)
===================== =====================
Limited partners $ (7,240) $ (9,843)
===================== =====================
Net loss per unit of limited partnership interest $ (0.07) $ (0.10)
===================== =====================
</TABLE>
See notes to financial statements.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
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JUNE 30, 1999
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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 - (161) (15,928) (16,089)
-------------------- ---------------------- --------------------- --------------------
Balance - June 30, 1999 99,990 $ 2,515,574 $ (2,803,517) $ (287,943)
==================== ====================== ===================== ====================
</TABLE>
See notes to financial statements.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
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JUNE 30, 1999
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Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, 1999 June 30, 1998
--------------------- ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
<S> <C> <C>
Net loss $ (16,089) $ (16,056)
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Cash used in operating activities (16,089) (16,056)
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CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Increase in loans payable to affiliate 16,089 16,056
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Cash provided by financing activities 16,089 16,056
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Change 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.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10-QSB
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JUNE 30, 1999
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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 and six months ended June 30,
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 six months ended
June 30, 1999:
<TABLE>
<CAPTION>
<S> <C>
Net loss $ (16,089)
Add: Amounts paid by loans from affiliates 16,089
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Cash Available for Distribution $ -
==================
</TABLE>
3. Foreclosure of Investment Property
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.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
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JUNE 30, 1999
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Item 2. Management's Discussion and Analysis or Plan of Operation
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Liquidity and Capital Resources
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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 disposition of the Registrant's investments will not
produce a cash distribution to the Registrant.
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 $287,956 to the Registrant, of which
$16,089 was advanced during the six months ended June 30, 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.
Results of Operations
---------------------
The results of operations for the six months ended June 30, 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 six months ended June 30, 1999.
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 August 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.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
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JUNE 30, 1999
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Item 2. Management's Discussion and Analysis or Plan of Operation
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Year 2000
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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.
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.
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WINTHROP INTERIM PARTNERS I, A LIMITED PARTNERSHIP - FORM 10 - QSB
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JUNE 30, 1999
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Part II - Other Information
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Item 6. Exhibits and Reports on Form 8-K.
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(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
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JUNE 30, 1999
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SIGNATURES
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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
August 13, 1999
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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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 13
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13
<CURRENT-LIABILITIES> 287,956
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (287,943)
<TOTAL-LIABILITY-AND-EQUITY> 13
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 16,089
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16,089)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16,089)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,089)
<EPS-BASIC> (0.16)
<EPS-DILUTED> (0.16)
</TABLE>
