SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996 Commission File Number 0-13441
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Illinois 04-2807084
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
One International Place, Boston, MA 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 330-8600
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
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(UNAUDITED) (NOTE 1)
<TABLE>
Three Months Ended,
March 31,
1996 1995
------- ------
<S> <C> <C>
REVENUES:
Interest income............................................ $ 0 $ 0
--------- ---------
EXPENSES:
Management fees............................................ 62,500 62,500
Professional fees.......................................... 250 250
--------- ---------
TOTAL EXPENSES........................................ 62,750 62,750
--------- ---------
NET LOSS.............................................. $ (62,750) $ (62,750)
========= =========
Net Loss allocated to General
Partners................................................... $ (1,255) $ (1,255)
========= =========
Net Loss allocated to Limited Partners......................... $ (61,495) $ (61,495)
========= =========
Net Loss per Unit of Investor
Limited Partnership Interest............................... $ (111.81) $ (111.81)
========= =========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
(NOTE 1)
ASSETS
March 31, December 31,
1996 1995
(Unaudited) (Audited)
ASSETS:
<S> <C> <C>
Cash....................... $ 18 $ 18
Investment in Operating Partnership (Note 3) ....... - -
----------- --------
$ 18 $ 18
=========== ===========
LIABILITIES:
Notes and fees payable - related parties........................ $ 2,246,836 $ 2,184,086
----------- -----------
$ 2,246,836 $ 2,184,086
----------- -----------
CONTINGENCIES AND COMMITMENTS (Note 3)
PARTNERS' CAPITAL (DEFICIT):
Limited partners, 550 units authorized and
outstanding...................... $ 2,092,481 $ 2,153,976
General partners........................ (4,339,299) (4,338,044)
----------- -----------
(2,246,818) (2,184,068)
$ 18 $ 18
=========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(UNAUDITED) (NOTE 1)
For the Three Months Ended
March 31,
1996 1995
---------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss........................................................... $ (62,750) $ (62,750)
Adjustments to reconcile net loss to net
cash used by operating activities:
Changes in assets and liabilities:
Increase in fees payable.................................... 62,750 62,750
Decrease in accrued expenses................................ - -
--------- ------
Net cash provided (used) by operating
activities............................................... 0 0
--------- ---------
Net increase (decrease) in cash and
cash equivalents..................................................... 0 0
Cash and cash equivalents, beginning of period......................... 18 47
--------- ---------
Cash and cash equivalents, end of period............................... $ 18 $ 47
========= =========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED) (NOTE 1)
Investor Special
Limited Limited General
Partners Partner Partners Total
<S> <C> <C> <C> <C>
Balance, December 31, 1995................... $2,161,812 $(7,836) $(4,338,044) $(2,184,068)
Net loss..................................... (61,489) (6) (1,255) (62,750)
---------- ------- ----------- -----------
Balance, March 31, 1996...................... $2,100,323 $(7,842) $(4,339,299) $(2,246,818)
========== ======= =========== ===========
Balance, December 31, 1994................... $2,425,631 $(7,809) $(4,332,659) $(1,914,837)
Net loss..................................... (61,489) (6) (1,255) (62,750)
---------- ------- ----------- -----------
Balance, March 31, 1995...................... $2,364,142 $(7,815) $(4,333,914) $(1,977,587)
========== ======= =========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
1. ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements included herein have been prepared
by the Partnership, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The
Partnership's accounting and financial reporting policies are in
conformity with generally accepted accounting principles and include
all adjustments in interim periods considered necessary for a fair
presentation of the results of operations. Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. It is
suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Partnership's latest annual report on Form 10-K.
The accompanying financial statements reflect the Partnership's results
of operations for an interim period and are not necessarily indicative
of the results of operations for the year ending December 31, 1996.
2. TAXABLE LOSS
The Partnership's taxable loss for 1996 is expected to differ from that
for financial reporting purposes primarily due to accounting
differences in the recognition of depreciation incurred by the
Operating Partnership and differences in the recognition of expenses
accrued and payable to related parties (who are unaffiliated with the
general partner) not deductible until the year of payment for tax
purposes.
3. INVESTMENT IN OPERATING PARTNERSHIP
The Partnership accounts for its investment in One Financial Place
Partnership (the "Operating Partnership") using the equity method of
accounting. Under the equity method of accounting, the initial
investment is recorded at cost, increased or decreased by the
Partnership's share of income or losses, and decreased by
distributions. Equity in the loss of the Operating Partnership is no
longer recognized once the investment balance reaches zero.
The loss from the Operating Partnership, not recognized since the
investment balance reached zero, will be offset against the
Partnership's share of future income from the Operating Partnership
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Item should be read in conjunction with the financial statements
and other items contained elsewhere in the report.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary source of liquidity is distributions from
Financial Place 1994 ("New LP") and OFP Corporation ("Newco"). New LP
and Newco are the sole partners of One Financial Place Partnership (the
"Operating Partnership"). The Operating Partnership owns and operates a
39 story office building and a three-story trading annex located in
Chicago, Illinois. The Partnership has not received any distributions
for the past five years and none are expected in the foreseeable future
if at all.
The Partnership requires cash to pay operating expenses associated
with reporting to its Limited Partners, including audit, printing and
mailing costs. Although there is no requirement to do so, Winthrop
Financial Co., Inc. ("Winthrop"), a general partner of the Registrant,
has made loans to the Partnership since 1991 to cover the cost of
these operating expenses. There can be no assurance, however, that
Winthrop will continue to fund the Partnership's operating deficits.
To date, Winthrop has advanced $184,336 to the Partnership, of which
$250 was advanced during the first quarter of 1996. These loans are
non-interest bearing and are to be repaid out of cash distributions,
if any, which the Partnership receives from Newco or New LP. The loans
are to be repaid prior to the Partnership making any cash
distributions to its Limited Partners. In addition, an investor
service fee payable to an affiliate of the General Partner of $250,000
per year continued to be accrued during the period ending March 31,
1996. At March 31, 1996, the amount accrued was $2,062,500.
At this time, however, it appears that the original investment
objective of capital growth from the inception of the Registrant will
not be attained and that Limited Partners will not receive a return of
their invested capital. The extent to which invested capital is
refunded to Limited Partners is dependent upon the performance of the
Property and the market in which it is located. The ability to hold
and operate the property is dependent upon the Operating Partnership's
ability to refinance the Property. However, given the level of debt
encumbering the Property, it is not likely the Operating Partnership
will be able to refinance the Property for an amount sufficient to
retire the debt, or realize any proceeds from a disposition of the
Property.
<PAGE>
PART II-OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 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.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
(Registrant)
By: Winthrop Financial Co., Inc.,
One if its General Partners
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
By: /s/ Edward V. Williams
Edward V. Williams
Chief Financial Officer
DATED: May 14, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from unaudited financial statements for the
three month period ending March 31, 1996 and is
qualified in its entirety by reference to such financial
statements
</LEGEND>
<CIK> 0000739918
<NAME> One Financial Place Limited Partnership
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 18
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 18
<CURRENT-LIABILITIES> 2246836
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (2246818)
<TOTAL-LIABILITY-AND-EQUITY> 18
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 62750
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (62750)
<INCOME-TAX> 0
<INCOME-CONTINUING> (62750)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (62750)
<EPS-PRIMARY> (111.81)
<EPS-DILUTED> 00.00
</TABLE>
