<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 September 30, 1997 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)
Five Cambridge Center, Cambridge, MA 02142
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 234-3000
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES /X/ NO / /
<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(UNAUDITED) (NOTE 1)
<TABLE>
<CAPTION>
Three Months Ended, Nine Months Ended,
September 30, September 30,
1997 1996 1997 1996
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
EXPENSES:
Administrative $ 485 $ 628 $ 1,809 $ 1,678
Management fees 62,500 62,500 187,500 187,500
Professional fees 2,202 800 49,678 7,800
-------- -------- --------- ---------
TOTAL EXPENSES 65,187 63,928 238,987 196,978
-------- -------- --------- ---------
NET LOSS $(65,187) $(63,928) $(238,987) $(196,978)
======== ======== ========= =========
Net Loss allocated to General
Partners $ (1,304) $ (1,279) $ (4,780) $ (3,940)
======== ======== ========= =========
Net Loss allocated to Limited
Partners $(63,883) $(62,649) $(234,207) $(193,038)
======== ======== ========= =========
Net Loss per Unit of Investor
Limited Partnership Interest $(116.15) $(113.91) $ (425.83) $ (350.98)
========= ========= ========== ==========
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements.
2
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
(UNAUDITED) (NOTE 1)
ASSETS
September 30, December 31,
1997 1996
------------- ------------
ASSETS:
Cash $ 18 $ 18
Investment in Operating
Partnership, Note 3 -- --
----------- -----------
$ 18 $ 18
=========== ===========
LIABILITIES:
Notes and fees payable
- related parties $ 2,734,577 $ 2,495,590
----------- -----------
$ 2,734,577 $ 2,495,590
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
Limited Partners, 550 units
authorized and outstanding $ 1,614,495 $ 1,848,702
General Partners (4,349,054) (4,344,274)
----------- -----------
(2,734,559) (2,495,572)
----------- -----------
$ 18 $ 18
=========== ===========
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)
For the Nine Months Ended
September 30,
1997 1996
---- ----
Cash flows from operating activities:
Net loss $(238,987) $(196,978)
Adjustments to reconcile net loss to net
cash used by operating activities:
Changes in assets and liabilities:
Increase in fees payable 187,500 187,500
--------- ---------
Net cash used by operating
activities (51,487) (9,478)
--------- ---------
Cash flows from financing activities:
Proceeds from related party notes 51,487 9,478
--------- ---------
Net cash provided by financing activities 51,487 9,478
--------- ---------
Net increase in cash and cash equivalents 0 0
Cash, beginning of period 18 18
--------- ---------
Cash, end of period $ 18 $ 18
========= =========
The accompanying notes are an integral
part of these consolidated financial statements.
4
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 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 (234,183) (24) (4,780) (238,987)
---------- ------- ----------- -----------
Balance, September 30, 1997 $1,622,386 $(7,891) $(4,349,054) $(2,734,559)
========== ======= =========== ===========
Balance, December 31, 1995 $2,161,812 $(7,836) $(4,338,044) $(2,184,068)
Net loss (193,017) (21) (3,940) (196,978)
---------- ------- ----------- -----------
Balance, September 30, 1996 $1,968,795 $(7,857) $(4,341,984) $(2,381,046)
========== ======= =========== ===========
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements.
5
<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)
1. ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements included herein have been prepared
by One Financial Place Limited Partnership (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 annual report on Form 10-KSB for
the year ended December 31, 1996.
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 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.
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 ("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 $297,077 to the Partnership, of which $51,487 was
advanced during the nine months ended September 30, 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 September 30, 1997. At
September 30, 1997, the amount of fees payable was $2,437,500.
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 Ashner
----------------------------
Michael Ashner
Chief Executive Officer
DATED: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from unaudited
financial statements for the nine month period ending September 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-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> (2,734,559)
<TOTAL-LIABILITY-AND-EQUITY> 18
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 238,987
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (238,987)
<INCOME-TAX> 0
<INCOME-CONTINUING> (238,987)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (238,987)
<EPS-PRIMARY> (425.83)
<EPS-DILUTED> (425.83)
</TABLE>
