<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 Quarter Ended March 31, 1998 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 (IRS 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 [ ]
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PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
(UNAUDITED) (NOTE 1)
Three Months Ended
March 31,
----------------------
1998 1997
-------- --------
EXPENSES:
Management fees ............................. $ 62,500 $ 62,500
Professional fees ........................... 9,826 9,978
General and administrative .................. 502 --
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TOTAL EXPENSES .......................... 72,828 72,478
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NET LOSS ................................ $(72,828) $(72,478)
======== ========
Net Loss allocated to General Partners ........... $ (1,457) $ (1,450)
======== ========
Net Loss allocated to Special Limited Partner .... $ (7) $ (7)
======== ========
Net Loss allocated to Limited Partners ........... $(71,364) $(71,021)
======== ========
Net Loss per Unit of Investor Limited
Partnership Interest ........................ $(129.77) $(129.14)
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
2
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ONE FINANCIAL PLACE LIMITED PARTNERSIHP
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
(UNAUDITED) (NOTE 1)
ASSETS
March 31, December 31,
1998 1997
----------- -----------
ASSETS:
Cash ...................................... $ 11 $ 19
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TOTAL ASSETS .......................... $ 11 $ 19
=========== ===========
LIABILITIES:
Notes and fees payable - related parties .. $ 2,894,911 $ 2,822,091
----------- -----------
Total Liabilities ..................... 2,894,911 2,822,091
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
Limited partners, 550 units authorized
and outstanding .......................... 1,465,268 1,536,632
Special limited partner ..................... (7,907) (7,900)
General partners ............................ (4,352,261) (4,350,804)
----------- -----------
Total Partners' Deficit .................. (2,894,900) (2,822,072)
----------- -----------
TOTAL LIABILITIES AND
PARTNERS' DEFICIT ........................... $ 11 $ 19
=========== ===========
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 Three Months Ended
March 31,
---------------------
1998 1997
-------- --------
Cash flows from operating activities:
Net loss ...................................... $(72,828) $(72,478)
Adjustments to reconcile net loss to net
cash used in operating activities:
Increase in related party notes
and fees payable ..................... 72,820 72,478
-------- --------
Net cash used in operating activities ..... (8) 0
-------- --------
Net decrease in cash ............................... (8) 0
Cash, beginning of period .......................... 19 18
-------- --------
Cash, end of period ................................ $ 11 $ 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' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED) (NOTE 1)
<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 ................. (71,364) (7) (1,457) (72,828)
----------- ----------- ----------- -----------
Balance, March 31, 1998 .. $ 1,465,268 $ (7,907) $(4,352,261) $(2,894,900)
=========== =========== =========== ===========
Balance, December 31, 1996 $ 1,856,569 $ (7,867) $(4,344,274) $(2,495,572)
Net loss ................. (71,021) (7) (1,450) (72,478)
----------- ----------- ----------- -----------
Balance, March 31, 1997 .. $ 1,785,548 $ (7,874) $(4,345,724) $(2,568,050)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
(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 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 PARTNERSHIPS
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 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 6.
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.
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 $332,411 to
the Partnership, of which $10,320 was advanced during the first 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 prepaid 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 accrue
during the period ending March 31, 1998. At March 31, 1998, the amount of fees
payable was $2,562,500.
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.
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.
7
<PAGE>
Part II - Other Information
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 three months
ended March 31, 1998.
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
(Registrant)
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: May 13, 1998
9
<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, 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<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> (2,894,900)
<TOTAL-LIABILITY-AND-EQUITY> 11
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 72,326
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (72,828)
<INCOME-TAX> 0
<INCOME-CONTINUING> (72,828)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (72,828)
<EPS-PRIMARY> (129.77)
<EPS-DILUTED> (129.77)
</TABLE>
