<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, 1998 Commission File Number 0-13441
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP
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(Exact name of small business issuer as specified in its charter)
Illinois 04-2807084
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Five Cambridge Center, CAMBRIDGE, MA 02142
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 234-3000
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(UNAUDITED) (NOTE 1)
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<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
EXPENSES:
Administrative ................................... $ 850 $ 1,324 $ 1,352 $ 1,324
Management fees .................................. 62,500 62,500 125,000 125,000
Professional fees ................................ 21,423 37,498 31,249 47,476
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TOTAL EXPENSES ...................................... 84,773 101,322 157,601 173,800
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NET LOSS ............................................ $ (84,773) $(101,322) $(157,601) $(173,800)
========= ========= ========= =========
Net Loss allocated to General Partners .............. $ (1,695) $ (2,026) $ (3,152) $ (3,476)
========= ========= ========= =========
Net Loss allocated to Special Limited Partner ....... $ (9) $ (10) $ (16) $ (17)
========= ========= ========= =========
Net Loss allocated to Limited Partners .............. $ (83,069) $ (99,286) $(154,433) $(170,307)
========= ========= ========= =========
Net Loss per Unit of Investor Limited
Partnership Interest ............................. $ (151.03) $ (180.54) $ (280.79) $ (309.68)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
(UNAUDITED) (NOTE 1)
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<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
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<S> <C> <C>
ASSETS:
Cash ........................................................ $ 11 $ 19
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TOTAL ASSETS ............................................ $ 11 $ 19
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LIABILITIES:
Notes and fees payable - related parties .................... $ 2,979,684 $ 2,822,091
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TOTAL LIABILITIES ....................................... 2,979,684 2,822,091
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PARTNERS' CAPITAL (DEFICIT):
Limited partners, 550 units authorized
and outstanding ........................................... 1,382,191 1,536,632
Special limited partner ...................................... (7,916) (7,900)
General partners ............................................. (4,353,956) (4,350,804)
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TOTAL PARTNERS' DEFICIT ................................. (2,979,673) (2,822,072)
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TOTAL LIABILITIES AND
PARTNERS' DEFICIT ........................................ $ 11 $ 19
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(UNAUDITED) (NOTE 1)
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<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
1998 1997
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<S> <C> <C>
Cash flows from operating activities:
Net loss ...................................................... $(157,601) $(173,800)
Adjustments to reconcile net loss to net
cash used by operating activities:
Increase in related party notes and fees payable .............. 157,593 173,800
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Net cash used by operating activities ........................ (8) 0
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Net decrease in cash ............................................. (8) 0
Cash, beginning of period ........................................ 19 18
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Cash, end of period .............................................. $ 11 $ 18
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED) (NOTE 1)
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<TABLE>
<CAPTION>
Investor Special
Limited Limited General
Partners Partner Partners Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1997 ........... $ 1,536,632 $ (7,900) $(4,350,804) $(2,822,072)
Net loss ............................. (154,433) (16) (3,152) (157,601)
----------- ----------- ----------- -----------
Balance, June 30, 1998 ............... $ 1,382,199 $ (7,916) $(4,353,956) $(2,979,673)
=========== =========== =========== ===========
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)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 (UNAUDITED)
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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 annual report on Form
10-KSB for the year ended December 31, 1997.
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, 1998.
2. TAXABLE LOSS
The Partnership's taxable loss for 1998 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 not deductible until the year
of payment for tax purposes.
3. INVESTMENT IN OPERATING PARTNERSHIP
The Partnership accounts for its investment in Financial Place 1994
Limited Partnership ("New LP") and OFP Corporation ("Newco"), who are
the sole partners of 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.
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
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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 New LP and
Newco. New LP and Newco are the sole partners of 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 $354,684 to
the Partnership, of which $22,273 was advanced during the second quarter of
1998. 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, 1998. At June 30, 1998, the amount of
fees payable was $2,625,000. Accordingly, it is highly unlikely that Limited
Partners will receive additional distributions from the Partnership.
Results of Operations
Revenues and expenses remained relatively constant for the six months ended
June 30, 1998 as compared to 1997.
The Operating Partnership's recurring net losses, partners' deficit, limited
availability of additional capital and approaching maturity date of its
mortgage notes payable, note payable - UDAG and bank loan payable, raise
substantial doubt about its ability to continue as a going concern. If the
Operating Partnership is unable to pay amounts due under mortgage notes
payable at the October 1, 1998 due date, the holder of the mortgage notes will
have the right to foreclose on the Operating Partnership's real estate and
related assets. At present, it is not expected that the Operating Partnership
will be able to sell or refinance the property for sufficient value upon the
existing loan's maturity in October 1998. As a result, unless the Partnership
can negotiate an extension or modification of the loan or sell or refinance
the Property, it is likely that the Property will be lost through foreclosure
resulting in a termination of the Partnership. Upon the termination of the
Partnership, the Partners will realize an overall gain, which will approximate
their current negative capital account balances.
The Partnership was created solely for the purposes of acquiring and holding
for investment a general partnership interest in the Operating Partnership and
whereas the primary business of the Operating Partnership is to own and
operate the Project, the potential foreclosure against the underlying office
tower also raises significant doubts about the Partnership's ability to
continue as a going concern.
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<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
PART II-OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27. Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the six months
ended June 30, 1998.
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<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
SIGNATURES
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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 12, 1998
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<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, 1998 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-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (2,979,673)
<TOTAL-LIABILITY-AND-EQUITY> 11
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 156,249
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (157,601)
<INCOME-TAX> 0
<INCOME-CONTINUING> (157,601)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (157,601)
<EPS-PRIMARY> (280.79)
<EPS-DILUTED> (280.79)
</TABLE>
