FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1998
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 2-84760
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
(Name of small business issuer in its charter)
Massachusetts 04-2839837
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $7,278,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. No market exists for
the limited partnership interests of the Registrant, and therefore, no aggregate
market value can be determined.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Winthrop Growth Investors 1 Limited Partnership (the "Partnership" or
"Registrant") was organized under the Uniform Limited Partnership Act of the
Commonwealth of Massachusetts on June 20, 1983 for the purpose of owning and
leasing income-producing residential, commercial and industrial properties. The
general partners of the Partnership are Two Winthrop Properties, Inc., a
Massachusetts corporation (the "Managing General Partner"), and Linnaeus-
Lexington Associates Limited Partnership. The Managing General Partner is
wholly-owned by First Winthrop Corporation, a Delaware corporation ("First
Winthrop"), the controlling entities of which are Winthrop Financial Associates,
A Limited Partnership ("WFA"), and Apartment Investment and Management Company
("AIMCO"). The Partnership Agreement provides that the Partnership is to
terminate on December 31, 2003 unless terminated prior to such date.
The Partnership was initially capitalized with contributions of $1,000 from each
of the General Partners and $5,000 from the Initial Limited Partner. The
Partnership, through its public offering of limited partner units ("Unit" or
"Units"), sold 23,144 Units aggregating $23,144,000. An additional five Units
were held by WFC Realty Co., Inc., a subsidiary of First Winthrop ("WFC
Realty"). These five units were subsequently purchased by LON-WGI Associates
LLC, an affiliate of First Winthrop, during the first quarter of 1997 for $275
per Unit (See "Transfers of Control" below).
The Partnership's only business is owning, leasing and operating income
producing real estate. The Partnership invested approximately $18,177,000 of
the original offering proceeds (net of sales commissions and sales and
organizational costs, but including acquisition fees and expenses) in four
apartment complexes. Two of the properties were acquired in joint venture
arrangements, one in a partnership arrangement and one directly. Subsequent to
the acquisition, the joint venture arrangements were converted to limited
partnerships. For additional information with respect to the Partnership's
properties see "Item 2. Description of Properties".
The Partnership does not have any employees. Management and administrative
services are provided by the Managing General Partner and by agents retained by
the Managing General Partner.
The business in which the Partnership is engaged is highly competitive. There
are other residential properties within the market area of the Partnership's
properties. The number and quality of competitive properties, including those
which may be managed by an affiliate of the Managing General Partner in such
market area, could have a material effect on the rental market for the
apartments at the Partnership's properties and the rents that may be charged for
such apartments. While the Managing General Partner and its affiliates are a
significant factor in the United States in the apartment industry, competition
for apartments is local. In addition, various limited partnerships have been
formed by the Managing General Partner and/or affiliates to engage in business
which may be competitive with the Partnership.
Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
Transfers of Control
On February 6, 1997, LON-WGI Associates, L.L.C. ("LON-WGI"), an affiliate of
the Managing General Partner, commenced a tender offer to purchase up to 11,000
units of limited partnership interest in the Partnership, at $275 per unit.
Upon the completion of the offer, LON-WGI acquired 4,792.34 units (the "LONG-WGI
units") or approximately 20.7% of the total limited partnership units of the
Partnership including five units previously held by WFC Realty. In April 1998,
LON-WGI sold its limited partnership units to an affiliate of Insignia Financial
Group, Inc. ("Insignia").
On October 28, 1997, Insignia acquired 100% of the Class B stock of First
Winthrop Corporation. Pursuant to this transaction, the by-laws of the Managing
General Partner were amended to provide for the creation of a Residential
Committee. Pursuant to the amended and restated by-laws, Insignia had the right
to elect one director to the Managing General Partner's Board of Directors and
to cause the Managing General Partner to take such actions as it deems necessary
and advisable in connection with the activities of the Registrant.
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and Insignia Properties Trust merged into AIMCO, a
publicly traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result, AIMCO acquired all of the
rights of Insignia in and to the LON-WGI units and the rights granted to
Insignia pursuant to the First Winthrop Corporation transaction. The Managing
General Partner does not believe that this transaction will have a material
effect on the affairs and operations of the Partnership.
ITEM 2. DESCRIPTION OF PROPERTIES:
The following table sets forth the Partnership's investment properties:
Date of Type of
Property Purchase Type of Ownership Use
Sunflower Apartments 08/84 Fee ownership subject Apartment
Dallas, Texas to a first mortgage 248 units
Meadow Wood Apartments 12/84 Fee ownership subject Apartment
Jacksonville, Florida to a first mortgage 356 units
Stratford Place Apartments 12/85 Fee ownership subject Apartment
Gaithersburg, Maryland to a first mortgage 350 units
Stratford Village 02/86 Fee ownership subject Apartment
Montgomery, Alabama to a first mortgage 224 units
SCHEDULE OF PROPERTIES:
Set forth below for each of the Partnership's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
Sunflower $ 8,778 $ 5,922 5-25 yrs S/L $ 3,541
Meadow Wood 12,166 5,992 5-25 yrs S/L 4,215
Stratford Place 14,885 7,002 5-25 yrs S/L 5,801
Stratford Village 8,972 4,491 5-25 yrs S/L 3,120
Total $44,801 $23,407 $16,677
See "Note A" to the consolidated financial statements included in "Item 7.
Financial Statements" for a description of the Partnership's depreciation
policy.
SCHEDULE OF PROPERTY INDEBTEDNESS:
The following table sets forth certain information relating to the loans
encumbering the Partnership's properties:
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1998 Rate Amortized Date Maturity (2)
(in thousands) (in thousands)
Sunflower
1st Mortgage $ 2,624 7.46% 360 mos. 02/11/26 $ 19
Meadow Wood
1st Mortgage 4,134 10.00% (1) 12/01/00 4,071
Stratford Place
1st Mortgage 9,193 8.23% (1) 07/01/06 8,000
Stratford Village
1st Mortgage 5,129 7.72% 360 mos. 11/01/24 38
$21,080 $12,128
(1) The principal balance is being amortized over varying periods with balloon
payments due December 1, 2000 and July 1, 2006.
(2) See "Item 7. Financial Statements - Note D" for information with respect to
the Partnership's ability to prepay these loans and other specific loan
terms.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average annual rental rate and occupancy for 1998 and 1997 for each property:
Average Annual Average
Rental Rates Occupancy
Property 1998 1997 1998 1997
Sunflower $5,585 $5,317 98% 96%
Meadow Wood 6,377 6,119 86% 86%
Stratford Place 7,625 7,311 97% 97%
Stratford Village 6,788 6,801 84% 90%
The rental rate and occupancy rate at Stratford Village Apartments continues to
be adversely affected by move-outs due to military transfers and job
loss/transfers which have been occurring over the past few years. In addition,
corporate leases on a number of the apartments expired in 1998.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other properties in the area. The Managing General Partner
believes that all of the properties are adequately insured. Each property is an
apartment complex which leases its units for lease terms of one year or less.
No tenant leases 10% or more of the available rental space. All of the
properties are in good physical condition, subject to normal depreciation and
deterioration as is typical for assets of this type and age.
SCHEDULE OF REAL ESTATE TAXES AND RATES:
Real estate taxes and rates in 1998 for each property are as follows:
1998 1998
Billing Rate
(in thousands)
Sunflower $132 2.71%
Meadow Wood 150 2.04%
Stratford Place 210 3.32%
Stratford Village 59 3.45%
CAPITAL IMPROVEMENTS:
Sunflower Apartments
During 1998, the Partnership completed approximately $84,000 of capital
improvements at Sunflower Apartments consisting primarily of lighting,
condensing units, appliances and floor covering. These improvements were funded
from operating cash flow. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Managing General Partner on interior improvements, it is estimated that the
property requires approximately $277,000 of capital improvements over the near
term. Capital improvements budgeted for 1999 consist of, but are not limited
to, appliances, carpeting, building improvements, condensing units, and sewer
replacements. These improvements are expected to cost approximately $307,000.
Meadow Wood Apartments
In 1998, the Partnership completed approximately $784,000 of capital
improvements at Meadow Wood Apartments consisting primarily of building
improvements, swimming pool repairs, roof replacement, appliances and floor
covering. These improvements were funded from operating cash flow and
Partnership reserves. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Managing General Partner on interior improvements, it is estimated that the
property requires approximately $933,000 of capital improvements over the near
term. Capital improvements budgeted for 1999 consist of, but are not limited
to, air conditioning repairs, cabinet replacement, carpet replacement, fencing
and landscaping upgrades, parking lot repairs, appliances and roof repairs.
These improvements are expected to cost approximately $900,000.
Stratford Place Apartments
In 1998, the Partnership completed approximately $311,000 of capital
improvements at Stratford Place Apartments consisting primarily of building
improvements, roof replacement, and floor covering. These capital improvements
were funded from operating cash flow. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the Managing General Partner on interior improvements, it is
estimated that the property requires approximately $1,067,000 of capital
improvements over the near term. Capital improvements budgeted for 1999 consist
of, but are not limited to, air conditioning repairs, carpet replacement,
parking lot repairs, and plumbing and building improvements. These improvements
are expected to cost approximately $665,000.
Stratford Village
In 1998, the Partnership completed approximately $219,000 of capital
improvements at Stratford Village consisting primarily of building improvements,
parking lot repairs, and floor covering. These improvements were funded from
operating cash flow. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
Managing General Partner on interior improvements, it is estimated that the
property requires approximately $123,000 of capital improvements over the near
term. Capital improvements budgeted for 1999 consist of, but are not limited
to, carpet replacement, building improvements and parking lot repairs. These
improvements are expected to cost approximately $154,000.
The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations and Partnership
reserves.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF PARTNERS
During the quarter ended December 31, 1998, no matter was submitted to a vote of
the unit holders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED PARTNER MATTERS
The Partnership, a publicly-held limited partnership, originally sold 23,149
Limited Partnership Units. As of December 31, 1998, the number of holders of
Limited Partnership Units was 1,028 and the number of units was 23,139. An
affiliate of the Managing General Partner owned approximately 4,872.34 Units or
21.057% at December 31, 1998. There is no intention to sell additional Limited
Partnership Units nor is there an established public trading market for these
Units.
Approximately $700,000 ($30.25 per limited partnership unit) in distributions
were declared during the year ended December 31, 1998 with approximately
$100,000 paid in 1998 and $600,000 payable as of December 31, 1998. Such amount
was subsequently paid in January 1999. Total cash distributed was approximately
$200,000 ($8.64 per limited partnership unit) for the year ended December 31,
1997. The cash distributions made in 1998 and 1997 were from operations.
Future cash distributions will depend on the levels of net cash generated from
operations, refinancings, property sales and the availability of cash reserves.
The Partnership's distribution policy will be reviewed on a quarterly basis.
There can be no assurance, however, that the Partnership will generate
sufficient funds from operations after required capital expenditures to permit
further distributions to its partners in 1999 or subsequent periods.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership's net loss for the year ended December 31, 1998 was
approximately $173,000 as compared to a net loss of approximately $291,000 for
the year ended December 31, 1997. The decrease in net loss is primarily due to
an increase in revenue which more than offset a slight increase in expenses.
Revenues increased due to an increase in rental income which is partially offset
by a decrease in other income. The increase in rental income is primarily
attributable to the increase in average annual rental rates at all of the
Partnership's investment properties with the exception of Stratford Village,
which had a slight decrease in average rental rate for 1998. The increase in
average rental rate also offset the overall decrease in occupancy. The decrease
in other income is primarily due to a decrease in interest income related to
lower average cash balances maintained in 1998.
Total overall expenses for 1998 as compared to 1997 increased slightly due
primarily to an increase in depreciation expense as a result of a full year of
depreciation taken on the approximately $919,000 of capital improvements added
in 1997. Also contributing to the increase in total expenses is an increase in
general and administrative expenses. Included in general and administrative
expenses are reimbursements to the General Partner allowed under the Partnership
Agreement associated with its management of the Partnership. In addition, costs
associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement
are also included.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan, the Managing General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Managing General Partner will be able to sustain
such a plan.
Liquidity and Capital Resources
At December 31, 1998, the Partnership had cash and cash equivalents of
approximately $1,863,000 as compared to approximately $1,508,000 at December 31,
1997. The increase in cash and cash equivalents is due to approximately
$1,745,000 of cash provided by operating activities, which was partially offset
by approximately $1,039,000 of cash used in investing activities and
approximately $351,000 of cash used in financing activities. Cash used in
investing activities consisted of capital improvements offset by net withdrawals
from restricted escrows. Cash used in financing activities consisted of
payments of principal made on the mortgages encumbering the Partnership's
properties and distributions to partners. The Partnership invests its working
capital reserves in money market accounts.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The Partnership has
budgeted approximately $2,026,000 of capital improvements for all of the
Partnership's properties in 1999. Budgeted capital improvements at Sunflower
Apartments include, but are not limited to, appliances, carpeting, building
improvements, condensing units and sewer replacements. Budgeted capital
improvements at Meadow Wood Apartments include, but are not limited to, air
conditioning repairs, cabinet replacement, carpet replacement, fencing and
landscaping upgrades, parking lot repairs, appliances, and roof repairs.
Budgeted capital improvements at Stratford Place include, but are not limited
to, air conditioning repairs, carpet replacement, parking lot repairs, and
plumbing and building improvements. Budgeted capital improvements at Stratford
Village include, but are not limited to, carpet replacement, building
improvements, and parking lot repairs. The capital expenditures will be
incurred only if cash is available from operations or from Partnership reserves.
To the extent that such budgeted capital improvements are completed, the
Partnership's distributable cash flow, if any, may be adversely affected at
least in the short term.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $21,080,000 is amortized over varying periods with
balloon payments of approximately $4,071,000 in 2000 and $8,000,000 in 2006.
The Managing General Partner will attempt to refinance such indebtedness and/or
sell the properties prior to such maturity dates. If the properties cannot be
refinanced or sold for a sufficient amount, the Partnership will risk losing
such properties through foreclosure.
Cash distributions from operations of approximately $700,000 and $200,000 were
declared and/or paid during the years ended December 31, 1998 and 1997,
respectively. In January 1999, the Partnership paid a cash distribution of
approximately $600,000, which had been declared at the end of 1998. The
Partnership's distribution policy is reviewed on a quarterly basis. There can
be no assurance, however, that the Partnership will generate sufficient funds
from operations after required capital expenditures to permit further
distributions to its partners in 1999 or subsequent periods.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the 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 a 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.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.
Computer software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 7. FINANCIAL STATEMENTS.
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1998
Consolidated Statements of Operations - Years ended December 31, 1998 and 1997
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1998 and 1997
Consolidated Statements of Cash Flows - Years ended December 31, 1998 and 1997
Notes to Consolidated Financial Statements
Independent Auditors' Report
To the Partners
Winthrop Growth Investors 1 Limited Partnership
Greenville, South Carolina
We have audited the accompanying consolidated balance sheet of Winthrop Growth
Investors 1 Limited Partnership (a Massachusetts limited partnership) and its
subsidiaries as of December 31, 1998, and the related consolidated statements
of operations, changes in partners' capital and cash flows for each of the two
years in the period ended December 31, 1998. These consolidated financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Winthrop Growth Investors 1 Limited Partnership and its subsidiaries as of
December 31, 1998 and the results of their operations and their cash flows for
each of the two years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles.
/s/IMOWITZ KOENIG & CO., LLP
Certified Public Accountants
New York, New York
January 13, 1999
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1998
Assets
Cash and cash equivalents $ 1,863
Receivables and deposits 710
Restricted escrows 709
Other assets 1,276
Investment properties (Notes D and F):
Land $ 4,015
Buildings and related personal property 40,786
44,801
Less accumulated depreciation (23,407) 21,394
$ 25,952
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 197
Tenant security deposit liabilities 145
Accrued property taxes 293
Distribution payable 600
Other liabilities 292
Mortgage notes payable (Note D) 21,080
Partners' Capital (Deficit)
General partners $ (1,275)
Limited partners (23,139 units
issued and outstanding) 4,620 3,345
$ 25,952
See Accompanying Notes to Consolidated Financial Statements
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1998 1997
Revenues:
Rental income $ 6,932 $ 6,776
Other income 346 375
Total revenues 7,278 7,151
Expenses:
Operating 3,119 3,224
General and administrative 143 125
Depreciation 1,795 1,707
Interest 1,843 1,861
Property taxes 551 525
Total expenses 7,451 7,442
Net loss $ (173) $ (291)
Net loss allocated to general partners (10%) $ (17) $ (29)
Net loss allocated to limited partners (90%) (156) (262)
$ (173) $ (291)
Net loss per limited partnership unit $ (6.74) $(11.32)
Distributions per limited partnership unit $ 30.25 $ 8.64
See Accompanying Notes to Consolidated Financial Statements
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 23,149 $ 2,000 $23,149 $25,149
Partners' (deficit) capital at
December 31, 1996 23,139 $(1,229) $ 5,938 $ 4,709
Net loss for the year
ended December 31, 1997 -- (29) (262) (291)
Distributions to limited partners -- -- (200) (200)
Partners' (deficit) capital at
December 31, 1997 23,139 (1,258) 5,476 4,218
Net loss for the year
ended December 31, 1998 -- (17) (156) (173)
Distributions to limited partners -- -- (700) (700)
Partners' (deficit) capital at
December 31, 1998 23,139 $(1,275) $ 4,620 $ 3,345
See Accompanying Notes to Consolidated Financial Statements
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1998 1997
Cash flows from operating activities:
Net loss $ (173) $ (291)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 1,795 1,707
Amortization of loan costs and deferred costs 116 101
Loss on disposal of property 34 --
Change in accounts:
Receivables and deposits (117) (136)
Other assets (99) 147
Accounts payable 48 (22)
Tenant security deposit liabilities (2) (22)
Accrued property taxes 164 (5)
Other liabilities (21) (67)
Net cash provided by operating activities 1,745 1,412
Cash flows from investing activities:
Property improvements and replacements (1,398) (919)
Net withdrawals from restricted escrows 359 99
Net cash used in investing activities (1,039) (820)
Cash flows from financing activities:
Payments on mortgage notes payable (251) (232)
Distributions paid to limited partners (100) (200)
Net cash used in financing activities (351) (432)
Net increase in cash and cash equivalents 355 160
Cash and cash equivalents at beginning of period 1,508 1,348
Cash and cash equivalents at end of period $1,863 $1,508
Supplemental disclosure of cash flow information:
Cash paid for interest $1,773 $1,820
Supplemental disclosure of non-cash activity:
At December 31, 1998, distributions payable and distributions paid to limited
partners were each adjusted by $600,000 for non-cash activity.
See Accompanying Notes to Consolidated Financial Statements
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
December 31, 1998
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Winthrop Growth Investors 1 Limited Partnership (the
"Partnership" or "Registrant") was organized on June 20, 1983 under the Uniform
Limited Partnership Act of the Commonwealth of Massachusetts for the purpose of
investing in income-producing residential, commercial and industrial real
properties. The general partners of the Partnership are Two Winthrop
Properties, Inc., a Massachusetts corporation, (the "Managing General Partner")
and Linnaeus-Lexington Associates Limited Partnership. The Managing General
Partner is wholly-owned by First Winthrop Corporation, the controlling entities
of which are Winthrop Financial Associates, A Limited Partnership, and Apartment
Investment and Management Company ("AIMCO") (See "Note B"). The Partnership
Agreement provides that the Partnership will terminate December 31, 2003 unless
terminated prior to such date. The Partnership, via its controlling interest in
three partnerships and a trust, is the owner of four residential apartment
complexes located in various parts of the United States.
Uses of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Principles of Consolidation: The consolidated statements of the Partnership
include its 99%, 99.9% and 99.98% general partnership interests in DEK
Associates, Meadow Wood Associates and Stratford Place Investors Limited
Partnership, respectively. Additionally, the Partnership is the 100% beneficiary
of the Stratford Village Realty Trust. All significant interpartnership
balances have been eliminated. In addition, due to the cumulative minority
interest loss exceeding minority interest capital, the Partnership recorded 100%
of the losses of the Properties in 1998 and 1997.
Allocation of Profits and Losses and Cash Distributions: In accordance with the
Partnership Agreement, profits and losses other than from sales or refinancings
shall be allocated 10% to the general partners and 90% to the limited partners.
Profits and losses from sales or refinancings shall be allocated according to
the provisions of the Partnership Agreement.
The limited partners are entitled to a noncumulative quarterly priority cash
distribution of 1.5% of their average Adjusted Capital Contribution, as defined,
of cash available for distribution. The general partners would then be entitled
to one-ninth of the amount distributed to the limited partners, with the balance
allocated 90% to the limited partners and 10% to the general partners. Sales
and refinancing proceeds are to be distributed according to the provisions of
the Partnership Agreement.
Net Loss Per Limited Partnership Unit: Net loss per limited partnership unit is
computed by dividing the net loss allocated to the limited partners by 23,139
units outstanding.
Cash and Cash Equivalents: Includes cash on hand and in banks, certificates of
deposit, and money market funds with original maturities less than 90 days. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.
Investment Properties: Investment properties, which consist of four apartment
complexes, are stated at cost. Acquisition fees are capitalized as a cost of
real estate. The Partnership records impairment losses on long-lived assets
used in operations when events and circumstances indicate that the assets might
be impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets. No adjustments for
impairment of value were recorded in either of the years ended December 31, 1998
or 1997.
Loan Costs: Loan costs of approximately $945,000, less accumulated amortization
of approximately $489,000 are included in other assets and are being amortized
on a straight-line basis over the lives of the respective loans. The
amortization of loan costs is included in interest expense.
Deferred Costs: Costs related to the acquisition of the properties of
approximately $1,190,000, less accumulated amortization of approximately
$600,000, are included in other assets and are being amortized over 25 years.
Depreciation: Depreciation is computed by the straight-line method over
estimated useful lives of twenty-five years for buildings and improvements and
five to ten years for furnishings.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the Managing General Partner's policy is to offer rental concessions
during particularly slow months or in response to heavy competition from other
similar complexes in the area. Concessions are charged against rental income as
incurred.
Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No. 131,
"Disclosures about Segments of an Enterprise and Related Information"
("Statement 131"), which is effective for years beginning after December 15,
1997. Statement 131 established standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers (see "Note H" for required disclosures).
Advertising: Advertising costs of approximately $101,000 in 1998 and $119,000
in 1997 are charged to expense as incurred and are included in operating
expense.
Fair Value of Financial Instruments: The Partnership believes that the carrying
amount of its financial instruments (except long-term debt) approximates their
fair value due to the short term maturity of these instruments. The fair value
of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity approximates its carrying balance.
Reclassifications: Certain reclassifications have been made to the 1997
information to conform to the 1998 presentation.
NOTE B - TRANSFER OF CONTROL
On February 6, 1997, LON-WGI Associates, L.L.C. ("LON-WGI"), an affiliate of
the Managing General Partner, commenced a tender offer to purchase up to 11,000
units of limited partnership interest in the Partnership, at $275 per unit.
Upon the completion of the offer, LON-WGI acquired 4,792.34 units (the "LONG-WGI
units") or approximately 20.7% of the total limited partnership units of the
Partnership including five units previously held by WFC Realty. In April 1998,
LON-WGI sold its limited partnership units to an affiliate of Insignia Financial
Group, Inc. ("Insignia").
On October 28, 1997, Insignia acquired 100% of the Class B stock of First
Winthrop Corporation. Pursuant to this transaction, the by-laws of the Managing
General Partner were amended to provide for the creation of a Residential
Committee. Pursuant to the amended and restated by-laws, Insignia had the right
to elect one director to the Managing General Partner's Board of Directors and
to cause the Managing General Partner to take such actions as it deems necessary
and advisable in connection with the activities of the Registrant.
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and Insignia Properties Trust merged into AIMCO, a
publicly traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result, AIMCO acquired all of the
rights of Insignia in and to the LON-WGI units and the rights granted to
Insignia pursuant to the First Winthrop Corporation transaction. The Managing
General Partner does not believe that this transaction will have a material
effect on the affairs and operations of the Partnership.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates during the years ended December 31, 1998
and 1997:
1998 1997
(in thousands)
Property management fees (included in $362 $345
operating expenses)
Reimbursement for services of affiliates
(included in investment properties,
operating expenses and general and
administrative expenses) (1) 76 86
(1) Included in "Reimbursements for services of affiliates" for the year ended
December 31, 1998, is approximately $17,000 in reimbursements for
construction oversight costs. There were no similar costs for the year
ended December 31, 1997.
During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to 5% of gross receipts from the Partnership's
investment properties as compensation for providing property management
services. The Partnership paid to such affiliates approximately $362,000 and
$345,000 during the years ended December 31, 1998 and 1997, respectively.
An affiliate of the Managing General Partner received reimbursements of
accountable administrative expenses amounting to approximately $76,000 and
$86,000 for the years ended December 31, 1998 and 1997, respectively.
On February 6, 1997, LON WGI Associates, L.L.C. ("LON-WGI"), an affiliate of the
Managing General Partner, commenced a tender offer to purchase up to 11,000
units of limited partnership interest in the Partnership, at $275 per unit.
Upon the completion of the offer, LON-WGI acquired 4,792.34 units or
approximately 20.7% of the total limited partnership units of the Partnership.
In April 1998, LON-WGI sold its limited partnership units to an affiliate of
Insignia. As a result of the Insignia Merger these units are currently held by
an affiliate of AIMCO and the Managing General Partner.
NOTE D - MORTGAGE NOTES PAYABLE
The principle terms of the mortgage notes payable are as follows:
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in
thousands)
Sunflower
1st Mortgage $ 2,624 $ 19 7.46% 02/11/26 $ 19
Meadow Wood
1st Mortgage 4,134 37 10.00% 12/01/00 4,071
Stratford Place
1st Mortgage 9,193 75 8.23% 07/01/06 8,000
Stratford Village
1st Mortgage 5,129 38 7.72% 11/01/24 38
$21,080 $ 169 $12,128
The mortgage notes payable are non-recourse and are secured by pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. The mortgage encumbering the Sunflower Apartments
property is subject to a prepayment penalty if the loan is prepaid prior to
February 11, 2006. The mortgage encumbering the Stratford Place Apartments
property is subject to a prepayment penalty if the loan is paid prior to
maturity. Further, the Partnership's investment properties may not be sold
subject to existing indebtedness.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1998, are as follows (in thousands):
1999 $ 273
2000 4,365
2001 284
2002 307
2003 333
Thereafter 15,518
$21,080
NOTE E - INCOME TAXES
No provision for income taxes is made in the consolidated financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands, except per unit data):
1998 1997
Net loss - financial statements $ (173) $ (291)
Differences resulted from:
Depreciation and amortization (26) (30)
Other 72 (33)
Net loss - income tax method $ (127) $ (354)
Taxable loss per limited partnership unit
outstanding after giving effect to the
allocation to the general partner $ (5.49) $(13.78)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net assets as reported $3,345
Land and buildings 126
Accumulated depreciation (4,843)
Other 798
Net assets - Federal tax basis $ (574)
NOTE F - REAL ESTATE AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
Initial Cost
To Partnership
(in thousands)
Buildings Cost
And Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Sunflower Apartments $ 2,624 $1,624 $ 5,938 $ 1,216
Dallas, Texas
Meadow Wood Apartments 4,134 690 8,988 2,488
Jacksonville, Florida
Stratford Place Apartments 9,193 1,368 11,978 1,539
Gaithersburg, Maryland
Stratford Village 5,129 333 7,918 721
Montgomery, Alabama
$21,080 $4,015 $34,822 $ 5,964
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1998
(in thousands)
Buildings
And
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Sunflower Apartments $1,624 $ 7,154 $ 8,778 $ 5,922 08/84 5-25
Dallas, TX
Meadow Wood Apartments 690 11,476 12,166 5,992 12/84 5-25
Jacksonville, FL
Stratford Place 1,368 13,517 14,885 7,002 12/85 5-25
Apartments
Gaithersburg, MD
Stratford Village 333 8,639 8,972 4,491 02/86 5-25
Montgomery, AL
Totals $4,015 $40,786 $44,801 $23,407
</TABLE>
Reconciliation of Real Estate and Accumulated Depreciation:
Years Ended December 31,
1998 1997
(in thousands)
Real Estate
Balance at beginning of year $43,474 $42,555
Property improvements 1,398 919
Property dispositions (71) --
Balance at end of year $44,801 $43,474
Accumulated Depreciation
Balance at beginning of year $21,649 $19,942
Additions charged to expense 1,795 1,707
Property dispositions (37) --
Balance at end of year $23,407 $21,649
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $44,927,000 and $43,490,000,
respectively. Accumulated depreciation for Federal income tax purposes at
December 31, 1998 and 1997, is approximately $28,250,000 and $26,493,000,
respectively.
NOTE G - DISTRIBUTIONS
Cash distributions from operations of approximately $700,000 ($100,000 of which
was paid in 1998 and $600,000 of which was paid in 1999) and $200,000 were
declared and/or paid during the years ended December 31, 1998 and 1997,
respectively.
NOTE H - SEGMENT INFORMATION
Description of the types of products and services from which the reportable
segment derives its revenues: As defined by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", the Partnership has one
reportable segment: residential properties. The Partnership's residential
property segment consists of four apartment complexes in four states in the
United States. The Partnership rents apartment units to people for terms that
are typically twelve months or less.
Measurement of segment profit or loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment are the
same as those described in the summary of significant accounting policies.
Factors management used to identify the Partnership's reportable segment: The
Partnership's reportable segment consists of investment properties that offer
similar products and services. Although each of the investment properties are
managed separately, they have been aggregated into one segment as they provide
services with similar types of products and customers.
Segment information for the years 1998 and 1997 is shown in the tables below (in
thousands). The "Other" column includes partnership administration related
items and income and expense not allocated to the reportable segment.
1998
Residential Other Totals
Rental income $ 6,932 $ -- $ 6,932
Other income 331 15 346
Interest expense 1,843 -- 1,843
Depreciation 1,795 -- 1,795
General and administrative expense -- 143 143
Segment (loss) (10) (163) (173)
Total assets 24,611 1,341 25,952
Capital expenditures for investment
properties 1,398 -- 1,398
1997
Residential Other Totals
Rental income $ 6,776 $ -- $ 6,776
Other income 368 7 375
Interest expense 1,861 -- 1,861
Depreciation 1,707 -- 1,707
General and administrative expense -- 125 125
Segment (loss) (128) (163) (291)
Total assets 25,793 494 26,287
Capital expenditures for investment
properties 919 -- 919
NOTE I - LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1998 or
1997 audits of the Registrant's financial statements.
PART III
ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
Winthrop Growth Investors 1 Limited Partnership (the "Partnership" or
"Registrant") has no officers or directors. Two Winthrop Properties, Inc. (the
"Managing General Partner") manages and controls substantially all of the
Partnership's affairs and has general responsibility and ultimate authority in
all matters affecting its business. On October 28, 1997, Insignia Financial
Group, Inc. ("Insignia") acquired 100% of the Class B stock of First Winthrop
Corporation. Pursuant to this transaction, the by-laws of the Managing General
Partner were amended to provide for the creation of a Residential Committee.
Pursuant to the terms of its by-laws, Insignia has the right to elect one
director to the Managing General Partner's Board of Directors and appoint the
members of the Residential Committee. The Residential Committee is generally
authorized to cause the Managing General Partner to take such actions as it
deems necessary and advisable in connection with the activities of the
Registrant.
As of December 31, 1998, the names of the directors and executive officers of
the Managing General Partner and the position held by each of them, are as
follows:
Name Age Position
Michael L. Ashner 46 Chief Executive Officer and Director
Patrick J. Foye 41 Vice President _ Residential and Director
Timothy R. Garrick 42 Vice President _ Residential Accounting
Peter Braverman 47 Executive Vice President and Director
Michael L. Ashner has been the Chief Executive Officer of Winthrop Financial
Associates, A Limited Partnership ("WFA") and the Managing General Partner since
January 15, 1996. From June 1994 until January 1996, Mr. Ashner was a Director,
President and Co-chairman of National Property Investors, Inc., a real estate
investment company ("NPI"). Mr. Ashner was also a Director and executive
officer of NPI Property Management Corporation ("NPI Management") from April
1984 until January 1996. In addition, since 1981 Mr. Ashner has been President
of Exeter Capital Corporation, a firm which has organized and administered real
estate limited partnerships.
Patrick J. Foye has been Vice President - Residential of the Managing General
Partner since October 1, 1998. Mr. Foye has served as Executive Vice President
of Apartment Investment and Management Company ("AIMCO") since May 1998. Prior
to joining AIMCO, Mr. Foye was a partner in the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP from 1989 to 1998 and was Managing Partner of the
firm's Brussels, Budapest and Moscow offices from 1992 through 1994. Mr. Foye
is also Deputy Chairman of the Long Island Power Authority and serves as a
member of the New York State Privatization Council. He received a B.A. from
Fordham College and a J.D. from Fordham University Law School.
Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President _Residential Accounting of the Managing General Partner since October
1, 1998. Prior to that date, Mr. Garrick served as Vice President-Accounting
Services of Insignia since June of 1997. From 1992 until June of 1997, Mr.
Garrick served as Vice President of Partnership Accounting for Insignia. From
1987 to 1990, Mr. Garrick served as Investment Advisor for U.S. Shelter
Corporation. From 1984 to 1987, Mr. Garrick served as Partnership Investment
Analyst for U.S. Shelter Corporation. From 1979 to 1984, Mr. Garrick worked on
the audit staff of Ernst & Whinney. Mr. Garrick received his B.S. Degree from
the University of South Carolina in 1979 and is a Certified Public Accountant.
Peter Braverman has been a Vice President of WFA and the Managing General
Partner since January 1996. From June 1995 until January 1996, Mr. Braverman
was a Vice President of NPI and NPI Management. From June 1991 until March
1994, Mr. Braverman was President of the Braverman Group, a firm specializing in
management consulting for the real estate and construction industries. From
1988 to 1991, Mr. Braverman was a Vice President and Assistant Secretary of
Fischbach Corporation, a publicly traded, international real estate and
construction firm.
ITEM 10. EXECUTIVE COMPENSATION.
The Partnership is not required to and did not pay any compensation to the
officers or directors of the Managing General Partner. The Managing General
Partner does not presently pay any compensation to any of its officers or
directors. (See "Item 12. Certain Relationships and Related Transactions".)
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The Partnership is a limited partnership and has no officers or directors. The
Managing General Partner had discretionary control over most of the decision
made by or for the Partnership in accordance with the terms of the Partnership
Agreement. No officers, directors or general partners of the General Partners
own any Units.
Approximately 4,872.34 units (21.057%) are owned in the name of Insignia, an
affiliate of AIMCO. The business address of Insignia is 55 Beattie Place,
Greenville, SC 29601. No other person or entity owned more than 5% of the
outstanding limited partnership units at December 31, 1998.
Under the Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of May 11, 1984 (the "Partnership Agreement"), the voting
rights of the Limited Partners are limited and, in some circumstances, are
subject to the prior receipt of certain opinions of counsel or judicial
decisions.
On October 1, 1998, Insignia merged into AIMCO, a real estate investment trust,
whose Class A Common Shares are listed on the New York Stock Exchange. As a
result of such merger, AIMCO and AIMCO Properties, L.P., a Delaware limited
partnership and the operating partnership of AIMCO ("AIMCO OP") acquired
indirect control of the Managing General Partner. AIMCO and its affiliates
currently own 21.057% of the limited partnership interests in the Partnership.
AIMCO is presently considering whether it will engage in an exchange offer for
additional limited partnership interests in the Partnership. There is a
substantial likelihood that, within a short period of time, AIMCO OP will offer
to acquire limited partnership interests in the Partnership for cash or
preferred units or common units of limited partnership interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates during the years ended December 31, 1998
and 1997:
1998 1997
(in thousands)
Property management fees $362 $345
Reimbursement for services of affiliates(1) 76 86
(1) Included in "Reimbursements for services of affiliates" for the year ended
December 31, 1998 is approximately $17,000 in reimbursements for
construction oversight costs. There were no similar costs for the year
ended December 31, 1997.
During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner, were entitled to 5% of gross receipts from the Partnership's
investment properties as compensation for providing property management
services. The Partnership paid to such affiliates approximately $362,000 and
$345,000 during the years ended December 31, 1998 and 1997, respectively.
An affiliate of the Managing General Partner received reimbursements of
accountable administrative expenses amounting to approximately $76,000 and
$86,000 for the years ended December 31, 1998 and 1997, respectively.
On February 6, 1997, LON WGI Associates, L.L.C. ("LON-WGI"), an affiliate of the
Managing General Partner, commenced a tender offer to purchase up to 11,000
units of limited partnership interest in the Partnership, at $275 per unit.
Upon the completion of the offer, LON-WGI acquired 4,792.34 units or
approximately 20.7% of the total limited partnership units of the Partnership.
In April 1998, LON-WGI sold its limited partnership units to an affiliate of
Insignia. As a result of the Insignia Merger, these units are currently held by
an affiliate of AIMCO and the Managing General Partner.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a)Exhibits:
The Exhibits listed on the accompanying Index to Exhibits are filed as part
of this Annual Report and incorporated in this Annual Report as set forth in
said index.
(b)Reports of Form 8-K filed during the fourth quarter of 1998:
Current Report on Form 8-K dated October 1, 1998 and filed on October 16,
1998, disclosing change in control of Registrant from Insignia Financial
Group, Inc. to AIMCO.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
By: Two Winthrop Properties, Inc.
Managing General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Residential
Accounting
Date: March 31, 1999
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf by the registrant and in the capacities and on the
date indicated.
Signature/Name Title Date
/s/ Patrick J. Foye Executive Vice President March 31, 1999
Patrick J. Foye and Director
/s/ Timothy R. Garrick Vice President - Residential Accounting
Timothy R. Garrick March 31, 1999
/s/ Peter Braverman Director March 31, 1999
Peter Braverman
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and
between AIMCO and IPT; incorporated by reference to the
Registrant's Current Report on Form 8-K, dated October 1, 1998.
3 Amended and Restated agreement of Limited Partnership of Winthrop
Growth Investors I Limited Partnership dated as of May 11, 1984.
3(a) Amendment to Amended and Restated Agreement of Limited
Partnership dated August 23, 1995.
10 (a) Documents related to Sunflower Apartments property
10 (b) Documents relating to Meadow Wood Apartments property in
Jacksonville, Florida
10 (c) Documents relating to Stratford Village Apartments property in
Montgomery, Alabama
10 (d) Amendment Number One to the Joint Venture Agreement of DEK
Associates Joint Venture, dated October 7, 1988 (Sunflower)
10 (e) Meadow Wood Winthrop Associates Limited Partnership Certificate
and Agreement filed on December 1, 1988
10 (f) Management Agreement between Winthrop Management and Meadow Wood
dated February 1, 1990
10 (g) Management Agreement between Stratford Place and Winthrop
Management dated January 1, 1990
10 (g) Management Agreement between Sunflower and Winthrop Management
dated April 1, 1990
16 Letter dated September 19, 1996 from Arthur Anderson LLP
27 Financial Data Schedule.
99 Supplementary information required pursuant to Section 9.4 of the
Partnership Agreement.
(a) Filed as an exhibit to the Registrant's Registration Statement on
Form S-11, File No. 2-84760, and incorporated herein by
reference.
(b) Files as an exhibit to the Registrant's Current Report on Form 8-
K dated March 17, 1986, and incorporated herein by reference.
(c) Filed as an exhibit to the Registrant's Annual Report on Form 8-K
for the year ended December 31, 1989, and incorporated here in by
reference.
(d) Filed as an exhibit to the Registrant's Current Report on Form 8-
K filed on September 6, 1995, and incorporated herein by
reference.
(e) Filed as an exhibit to the Registrant's Annual Report on Form 10-
K for the year ended December 31, 1994, and incorporated here in
by reference.
(f) Filed as an exhibit to the Registrant's Annual Report on Form 10-
K for the year ended December 31, 1995, and incorporated herein
by reference.
(g) Filed as an exhibit to the Registrant's Current Report on Form 8-
K dated September 19, 1996, and incorporated herein by reference.
(h) Filed as an exhibit to the Registrant's Annual Report on Form 10-
KSB for the year ended December 31, 1998, and incorporated herein
by reference.
Exhibit 99
SUPPLEMENTARY INFORMATION REQUIRED PURSUANT TO SECTION 9.4 OF THE PARTNERSHIP
AGREEMENT (UNAUDITED)
1. Statement of Cash Available for Distribution:
Three Months Ended Year Ended
December 31, 1998 December 31, 1998
(in thousands)
Net Loss $ (10) $ (173)
Add: Amortization expense 28 116
Depreciation expense 431 1,795
Less: Cash from (to) reserves 151 (1,038)
Cash available for distribution $ 600 $ 700
Distributions allocated to
limited partners $ 600 $ 700
2. Fees and other compensation paid or accrued by the Partnership to the general
partners, or their affiliates, during the three months ended December 31,
1998:
Entity Receiving Form of
Compensation Compensation Amount
General Partners Interest in Cash Available for Distribution $ --
Affiliates of the Property Management Fee $ 362
Managing General
Partner
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Winthrop
Growth Investors 1 Limited Partnership 1998 Year-End 10-KSB and is qualified in
its entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000722565
<NAME> WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,863
<SECURITIES> 0
<RECEIVABLES> 710
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 44,801
<DEPRECIATION> (23,407)
<TOTAL-ASSETS> 25,952
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 21,080
0
0
<COMMON> 0
<OTHER-SE> 3,345
<TOTAL-LIABILITY-AND-EQUITY> 25,952
<SALES> 0
<TOTAL-REVENUES> 7,278
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,451
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,843
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (173)
<EPS-PRIMARY> (6.74)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
