SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1996 Commission File Number 0-17678
SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Delaware 04-2973618
(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
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<PAGE>
SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM I
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) (NOTE 1)
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
REVENUES:
<S> <C> <C> <C> <C>
Rooms $ - $ - $ - $ -
Food and beverage - - - -
Marina - - - -
Telephone and parking - - - -
Gift Shop - - - -
Other - - -
Interest income - - - -
Total revenues - - - -
OPERATING EXPENSES:
Rooms - - - -
Food and beverage - - - -
Marina - - - -
Telephone and parking - - - -
Gift shop - - - -
General & administrative - - - -
Sales and marketing - - - -
Real estate taxes - - - -
Utilities - - - -
Repairs & maintenance - - - -
Management fees - - - -
Other - - -
Depreciation & amortization - - - -
Total operating expenses - - - -
Operating income (loss) before interest
expense and minority interest - - - -
Interest expense - - - -
Income (loss) before minority interest - - - -
Minority interest share of Operating
Partnership's (income) loss - - - -
Net income (loss) $ - $ - $ - $ -
Net income (loss) allocated to General
Partners $ - $ - $ - $ -
Net income (loss) allocated to Investor
Limited Partners $ - $ - $ - $ -
Net income (loss) per Unit of Investor
Limited Partnership Interest $ - $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(NOTE 1)
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
September 30, December 31,
1996 1995
(Unaudited) (Audited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Total Assets $ - $ -
Total Liabilities $ - $ -
Partners' Capital:
InvestorLimited Partners, 835 units authorized, 759.5 units outstanding as of
September 30, 1996 and as of
December 31, 1995 - -
General Partners - -
Total partners capital - -
Total liabilities and partners capital $ - $ -
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED) (NOTE 1)
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended
September 30,
1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flow from operating activities:
<S> <C> <C>
Net Loss: $ - $ -
Minority Interest in Operating Partnerships - -
Adjustments to reconcile net loss to net
cash used by operating activities: - -
Depreciation and amortization - -
Changes in assets and liabilities:
Increase in accrued interest payable,
accounts payable and other - -
Increase in accounts receivable, prepaid
expenses and other - -
Net cash provided by operating
activities - -
Cash flows from investing activities:
Improvements to land and buildings - -
Net cash used in investing activities: - -
Cash flows from financing activities:
Increase in fees payable to related parties - -
Net cash provided by financing
activities - -
Net increase in cash and cash equivalents - -
Cash, beginning of period $ - $ -
Cash, end of period $ - $ -
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(UNAUDITED) (NOTE 1)
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Investor
FOR THE NINE MONTHS ENDED Limited General
SEPTEMBER 30, 1996 AND 1995 Units Partners Partners Total
- ------------------------------------------------------------------------------------------------------------------------------------
Balance,
<S> <C> <C> <C> <C>
September 30, 1996 759.5 $ - $ - $ -
Balance,
September 30, 1995 767 $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements included herein have been
prepared by the Registrant, without audit, pursuant to the rules and
regulations of the Securities and Exchange commission. The Registrant'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 Registrant's
latest annual report on Form 10-K.
TAXABLE LOSS
The Partnership's taxable loss for 1996 is expected to be zero
which is the same for financial reporting purposes.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
The Partnership currently has no cash or cash equivalents. The
Partnership's sole source of revenue is distributions from Sixty-Six
Inc. ("66 Inc."), a Delaware corporation, in which the Partnership has
a 100% equity interest. 66 Inc. has not made a distribution to the
Partnership during the past two fiscal years or during the first three
quarters of fiscal 1996; nor are any distributions expected to be made
in the near future, or possibly ever. Accordingly, limited partners
will not receive a return on their investment in the Partnership.
The Partnership's only asset is its 100% interest in 66 Inc. 66
Inc. holds a 13.35% Class B Limited Partnership interest in 2301 SE
17th St., Ltd. ("2301 Ltd."), a Florida limited partnership, which in
turn owns the Pier 66 Hotel Resort and Marina located in Fort
Lauderdale, Florida (the "Property"). Pursuant to an order confirming
the Joint Plan of Reorganization, as Modified (the "Modified Plan"),
issued on June 16, 1993, with respect to the bankruptcy filing by the
prior owners of the Property, the only circumstances under which the
Partnership will receive a distribution from 2301 Ltd. would be upon a
sale or refinancing of the Property. If the Property were sold or
refinanced, the Partnership, through its ownership of 66 Inc., would
have a subordinated interest in 13.35% of the net sale or refinancing
proceeds available to 2301 Ltd. after (i) the discharge of all debts of
the resort (including the mortgage indebtedness encumbering the
Property), and (ii) a distribution to all other partners of 2301 Ltd.
equal to the sum of (a) their invested capital, plus (b) a return on
such investment equal to a 20% compounded, pre-tax, annual return from
the date of investment (less any previous distribution payments
received). There are, to the knowledge of the Partnership, no current
plans to sell or refinance the Property.
Based on what the Partnership believes to be the present value of
the Property after satisfaction of the current debt on the Property, 66
Inc. would not be entitled to receive any distributions from 2301 Ltd.
Accordingly, the value of the Class B Interest in 2301 Ltd. is
estimated to be $0.
Although the general partner of the Partnership (the "General
Partner") has no obligation to do so, it has, since January 1, 1994
paid all operating expenses of the Partnership. If the General Partner
were to stop funding the Partnership's operating expenses, the
Partnership would not have any assets with which to pay its operational
expenses.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports of Form 8-K.
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
Reports on Form 8-K: No report on Form 8-K was filed during
this period.
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.
SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP
By: THREE WINTHROP PROPERTIES, INC.,
Its General Partner:
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
By: /s/ Edward V. Williams
Edward V. Williams
Chief Financial Officer
DATED: November 14, 1996
<PAGE>
<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, 1996 and is
qualified in its entirety by reference to such financial
statements
</LEGEND>
<CIK> 0000823669
<NAME> SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 00.00
<EPS-DILUTED> 00.00
</TABLE>
