<PAGE>
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 June 30, 1997 Commission File Number 0-13441
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
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(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
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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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<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(UNAUDITED) (NOTE 1)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
EXPENSES:
Administrative $ 1,324 $ 1,050 $ 1,324 $ 1,050
Management fees 62,500 62,500 125,000 125,000
Professional fees 37,498 6,750 47,476 7,000
--------- --------- --------- ---------
TOTAL EXPENSES 101,322 70,300 173,800 133,050
--------- --------- --------- ---------
NET LOSS $(101,322) $ (70,300) $(173,800) $(133,050)
--------- --------- --------- ---------
Net Loss allocated to General
Partners $ (2,026) $ (1,406) $ (3,476) $ (2,661)
========= ========= ========= =========
Net Loss allocated to Limited
Partners $ (99,296) $ (68,894) $(170,324) $(130,389)
========= ========= ========= =========
Net Loss per Unit of Investor
Limited Partnership Interest $ (180.54) $ (125.26) $ (309.68) $ (237.07)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
(NOTE 1)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
(Unaudited) (Audited)
----------- -----------
<S> <C> <C>
ASSETS:
Cash $ 18 $ 18
Investment in Operating
Partnership, Note 3 -- --
----------- -----------
$ 18 $ 18
=========== ===========
LIABILITIES:
Notes and fees payable
related parties $ 2,669,390 $ 2,495,590
----------- -----------
$ 2,669,390 $ 2,495,590
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
Limited partners, 550 units authorized and
outstanding $ 1,678,378 $ 1,848,702
General partners (4,347,750) (4,344,274)
----------- -----------
(2,669,372) (2,495,572)
----------- -----------
$ 18 $ 18
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-3-
<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(UNAUDITED) (NOTE 1)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(173,800) $(133,050)
Adjustments to reconcile net loss to net
cash used by operating activities:
Changes in assets and liabilities:
Increase in fees payable 125,000 125,000
--------- ---------
Net cash used by operating activities (48,800) (8,050)
--------- ---------
Cash flows from financing activities:
Proceeds from related party notes 48,800 8,050
--------- ---------
Net cash provided by financing activities 48,800 8,050
--------- ---------
Net increase in cash -- --
Cash, beginning of period 18 18
--------- ---------
Cash, end of period $ 18 $ 18
========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-4-
<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED) (NOTE 1)
<TABLE>
<CAPTION>
Investor Special
Limited Limited General
Partners Partner Partners Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 $ 1,856,569 $ (7,867) $(4,344,274) $(2,495,572)
Net loss (170,307) (17) (3,476) (173,800)
----------- ----------- ----------- -----------
Balance, June 30, 1997 $ 1,686,262 $ (7,884) $(4,347,750) $(2,669,372)
=========== =========== =========== ===========
Balance, December 31, 1995 $ 2,161,812 $ (7,836) $(4,338,044) $(2,184,068)
Net loss (130,376) (13) (2,661) (133,050)
----------- ----------- ----------- -----------
Balance, June 30, 1996 $ 2,031,436 $ (7,849) $(4,340,705) $(2,317,118)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
-5-
<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(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-KSB.
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, 1997.
2. TAXABLE LOSS
The Partnership's taxable loss for 1997 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 reached 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, if any, from the Operating
Partnership.
6
<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 Limited Partnership ("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
based on the current commercial real estate market in Chicago and the current
status with the mortgage lenders, none are expected in the foreseeable future.
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 $294,390 to the Partnership,
of which $38,822 was advanced during the second quarter of 1997. 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 a general
partner of $250,000 per year continued to accrue during the period ending June
30, 1997. At June 30, 1997, the amount of fees payable was $2,375,000.
7
<PAGE>
PART II-OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
Exhibit 27 - Financial Data Schedule
B. Reports on Form 8-K
No Report on Form 8-K was required to be filed during the period.
8
<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
(Partnership)
By: Winthrop Financial Co., Inc.
A General Partner
By: /s/ Edward V. Williams
----------------------------
Edward V. Williams
Chief Financial Officer
By: /s/ Michael L. Ashner
----------------------------
Michael L. Ashner
Chief Executive Officer
DATED: August 11, 1997
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from unaudited
financial statements for the six month period ending June 30, 1997 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<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> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (2,669,372)
<TOTAL-LIABILITY-AND-EQUITY> 18
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 173,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (173,800)
<INCOME-TAX> 0
<INCOME-CONTINUING> (173,800)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (173,800)
<EPS-PRIMARY> (309.68)
<EPS-DILUTED> (309.68)
</TABLE>
