<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of Securities Exchange Act of 1934
Commission File
For the fiscal year ended December 31, 1998 Number 33-45291
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WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
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(Exact name of small business issuer as specified in its charter)
Delaware 04-3131735
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(State of organization) (IRS Employer Identification No.)
5 Cambridge Center, Cambridge, Massachusetts 02142
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 234-3000
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. []
Registrant's revenues for its most recent fiscal year were $13,811,223.
No market exists for the limited partnership interests of the Registrant, and,
therefore, a market value for such interests cannot be determined.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I
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Item 1. Description of Business.
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Organization
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Winthrop Miami Associates Limited Partnership (the "Registrant") is a
Delaware limited partnership formed pursuant to a Certificate of Limited
Partnership filed on August 27, 1991 with the Delaware Secretary of State, for
the purpose of investing in (a) a 37-story commercial office building located
at 100 Southeast Second Street, Miami, Florida, and (b) a ground floor retail
arcade located in the same building by becoming the managing general partner
of, and acquiring an approximate 88% interest in each of, Miami Tower
Associates Limited Partnership and Miami Retail Associates Limited Partnership
(individually, an "Operating Partnership" and collectively, the "Operating
Partnerships"). The general partner of the Registrant is One International
Associates Limited Partnership, a Delaware limited partnership (the "General
Partner").
Each of the Operating Partnerships, Miami Tower Associates Limited
Partnership ("Miami Tower") and Miami Retail Associates Limited Partnership
("Miami Retail"), are Florida limited partnerships formed on July 24, 1991 for
the purpose of acquiring the interests in the "Property" (as hereinafter
defined) and improving and operating their respective interests in the
Property. Miami Tower was formed to acquire the interest in the office tower
portion of the Property and Miami Retail was formed to acquire the interest in
the retail arcade located on the ground floor of the building.
The general partners of each of the Operating Partnerships are the
Registrant, as the managing general partner, and Winthrop Financial
Associates, A Limited Partnership ("WFA"), an affiliate of the General
Partner. The Registrant, as managing general partner, has responsibility for
managing the affairs of the Operating Partnerships. The General Partner
controls the activities of the Registrant and exercises the Registrant's
authority as the managing general partner of each of the Operating
Partnerships. The Registrant and WFA, as general partners of the Operating
Partnerships, control the activities of the Operating Partnerships.
In 1992, the Registrant sold pursuant to a Registration Statement filed
with the Securities and Exchange Commission 270 units of limited partnership
interest (the "Units") at a purchase price of $100,000 per Unit. The business
of the Registrant was investing as an 88% general partner in each of the
Operating
2
<PAGE>
Partnerships which, until March 4, 1999, owned interests in the Property.
On March 4, 1999, the Operating Partnerships sold all of their assets to
an unaffiliated third party for a purchase price of $72,833,000. After
satisfaction of all closing costs and the indebtedness encumbering the assets,
the net proceeds to the Operating Partnerships, after payment of all debt
encumbering the Property (including the note due to an affiliate), were
approximately $19,000,000. However, pursuant to the terms of the Agreement of
Purchase and Sale, the Operating Partnerships agreed not to distribute to its
partners $1,000,000 of the net sale proceeds (the "Holdback Amount") for a
period of 18 months from the closing, which amount will be released if at such
date the purchaser has not filed a written claim against the Operating
Partnerships for breach of representation or warranty under the Agreement of
Purchase and Sale. The Operating Partnerships distributed the net proceeds,
other than the Holdback Amount, to its partners in March 1999 and the
Partnership, in turn, distributed such amounts to its partners. See "Item 5,
Market for Registrant's Common Equity and Related Stockholder Matters" and See
"Item 7, Financial Statements-Notes 5 and 9."
Employees
- ---------
As of December 31, 1998, the Registrant did not have any employees.
Services are generally performed for the Registrant by the General Partners
and their affiliates and agents retained by them.
Property Management
- -------------------
Affiliates of the General Partner performed the day to day management
services for the Property from the acquisition by the Operating Partnerships
to the recent disposition. These services included preparation of operating
budgets, collection of rents, repairs and maintenance, advertising,
maintenance of records, maintenance of insurance and financial reporting. See
Item 12 "Certain Relationships and Related Party Transactions."
Partnership Agreement Amendment
- -------------------------------
In August 1995, the General Partner amended the Registrant's partnership
agreement to clarify and remove certain ambiguities pertaining to the
requirements for calling and voting at a meeting of limited partners, or
taking action by written consent of partners in lieu thereof. Such
requirements include, among other matters, that any action by written consent
may be initiated only by the General Partner or by one or more Investor
3
<PAGE>
Limited Partners holding not less than 10% of the outstanding Units.
Item 2. Description of Properties
-------------------------
As described in Item 1, Business, on March 4, 1999, the Operating
Partnership's sold all of their assets.
Item 3. Legal Proceedings.
-----------------
As of March 1, 1999, the Registrant is not a party, nor are the Operating
Partnerships or any of their properties, subject to any material pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
No matter was submitted to a vote of security holders during the period
covered by this report.
4
<PAGE>
PART II
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Item 5. Market for Registrant's Common Equity and Related
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Stockholder Matters.
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There is no public trading market for the Units of limited partnership
interest in the Registrant. Trading is infrequent and occurs only through
private transactions. Furthermore, transfers of Units are subject to
significant limitations contained in the Registrant's limited partnership
agreement, including a restriction that any transfer be made only with the
consent of the General Partner (under certain circumstances as provided
therein). A copy of the Registrant's limited partnership agreement (the
"Partnership Agreement") was filed as Exhibit A to the Registration Statement.
In addition, the Permanent Loan agreement prohibits the transfer or assignment
of Units to certain persons more particularly described in the related loan
documents.
The Partnership Agreement provides that Cash Flow (as defined therein)
will be distributed to the partners in specified proportions at reasonable
intervals during the fiscal year, but in any event no less often than 60 days
after the close of each fiscal year. There are no restrictions under the
Partnership Agreement on the Registrant's present or future ability to make
distributions of cash flow. The Registrant, at the sole discretion of the
General Partner, may retain all or any portion of the Registrant's net
distributable cash flow to the extent deemed necessary to cover anticipated
expenses and to provide reserves for unexpected future property and
partnership financial needs. Cash flow distributed to partners will be net of
any such amounts so retained. The Registrant did not make any cash
distributions in 1998. In 1997, the Registrant distributed $2,727,273 to its
partners. In March 1999, a distribution of approximately $60,000 per limited
partnership unit was made from the proceeds from the sale of Operating
Partnership's assets. Upon a release of the reserves required to be held by
the Operating Partnerships in connection with the sale of the Property, if
any, an additional distribution will be made. See "Item 6, Management's
Discussion and Analysis or Plan of Operation," for information relating to
Registrant's future distributions.
As of March 15, 1999, there were 336 holders of 270 outstanding Units.
5
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of
-----------------------------------------------
Operation.
---------
On March 4, 1999, the Operating Partnerships sold all of their assets to
an unaffiliated third party for a purchase price of $72,833,000. After
satisfaction of all closing costs and the indebtedness encumbering the assets,
the net proceeds to the Operating Partnerships, after payment of all debt
encumbering the Property (including the note due to an affiliate), were
approximately $19,000,000. However, pursuant to the terms of the Agreement of
Purchase and Sale, the Operating Partnerships agreed not to distribute to its
partners $1,000,000 of the net sale proceeds (the "Holdback Amount") for a
period of 18 months from the closing, which amount will be released if at such
date the purchaser has not filed a written claim against the Operating
Partnerships for breach of representation or warranty under the Agreement of
Purchase and Sale. The Operating Partnerships distributed the net proceeds,
other than the Holdback Amount, to its partners in March 1999 and the
Partnership, in turn, distributed such amounts to its partners. See "Item 5,
Market for Registrant's Common Equity and Related Stockholder Matters" and See
"Item 7, Financial Statements-Notes 5 and 9."
Results of Operations
- ---------------------
Total revenue was increased by $1,302,000 for the year ended 1998, as
compared to 1997, due to increases in rental income of $1,053,000 and
escalation reimbursement of $433,000 partially offset by a decrease in
interest income of $184,000. Rental income increased as a result of increased
average occupancy, from 87% in 1997 to 91% in 1998, while average rental rates
increased from $22.23 per square foot in 1997 to $24.24 per square foot in
1998.
Expenses increased by $576,000 for the year ended December 31, 1998, as
compared to 1997, primarily due to increases in depreciation and amortization
of $224,000, management fees of $93,000, general and administrative of
$93,000, real estate and other taxes of $68,000, repairs and maintenance of
$45,000, and interest expense of $40,000. The increase in depreciation and
amortization expense was due to expenditures for tenant improvements and
leasing commissions made in connection with an increase in leasing activity.
Management fees increased due to additional space being leased and the higher
average rental rate. General and administrative expense increased due to the
preliminary expenses involved in the sale of the property. Real estate taxes
increased as a result of an increase in assessed value of the property.
Repairs and maintenance increased due to preparation of property for sale.
Interest expense increased for
6
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financial reporting purposes as a result of the modification of the permanent
loan in 1997. All other expenses remained relatively constant.
Year 2000
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The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. The
Registrant is dependent upon the General Partner and its affiliates for
management and administrative services. Any computer programs or hardware that
have date-sensitive software or embedded chips may recognize a date using "00"
as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
During the first half of 1998, the General Partner and its affiliates
completed their assessment of the various computer software and hardware used
in connection with the management of the Registrant. This review indicated
that significantly all of the computer programs used by the General Partner
and its affiliates are off-the-shelf "packaged" computer programs which are
easily upgraded to be Year 2000 compliant. In addition, to the extent that
custom programs are utilized by the General Partner and its affiliates, such
custom programs are Year 2000 compliant.
Following the completion of its assessment of the computer software and
hardware, the General Partner and its affiliates began upgrading those systems
which required upgrading. To date, significantly all of these systems have
been upgraded. The Registrant has to date not borne, nor is it expected that
the Registrant will bear any significant cost, in connection with the upgrade
of those systems to requiring remediation. It is expected that all systems
will be remediated, tested and implemented during the first half of 1999.
Furthermore, as a result of the sale of the Operating Partnership's assets, it
is expected that the Registrant will be dissolved in 1999. Accordingly, it not
expected that any Year 2000 issues should effect the Registrant.
7
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Item 7. Financial Statements.
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8
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND CONSOLIDATED ENTITIES
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT F-1
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1997:
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Changes in Partners' Capital (Deficit) F-4
Consolidated Statements of Cash Flows F-5
Notes to Consolidated Financial Statements F-6 - F-13
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1998:
Schedule II - Valuation and Qualifying Accounts F-14
Schedule XII - Real Estate Owned and Rental Income F-15
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Winthrop Miami Associates Limited Partnership:
We have audited the accompanying consolidated balance sheets of Winthrop Miami
Associates Limited Partnership and Consolidated Entities (the "Partnership")
as of December 31, 1998 and 1997, and the related consolidated statements of
operations, changes in partners' capital (deficit), and cash flows for the
years then ended. In connection with our audits of these consolidated
financial statements, we have also audited the consolidated financial
statement schedules of valuation and qualifying accounts and of real estate
owned and rental income for the year ended December 31, 1998. These
consolidated financial statements and financial statement schedules are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Partnership as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for the years then ended, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
The accompanying financial statements for the year ended December 31, 1998
have been prepared assuming the Partnership will continue as a going concern.
As discussed in Note 9 to the financial statements, the Operating Partnerships
sold the property and the Partnership expects to dissolve within the next
year.
Deloitte and Touche LLP
March 4, 1999
(March 18, 1999 as to the last paragraph of Note 9)
F-1
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND CONSOLIDATED ENTITIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1998 1997
<S> <C> <C>
BUILDING AND IMPROVEMENTS, Net of accumulated depreciation
of $12,240,282 at December 31, 1997 $ -- $ 47,674,588
ASSETS HELD FOR SALE 48,491,071 --
TENANT RECEIVABLES, Net of allowance for doubtful accounts
of $19,884 in 1998 and 1997, respectively 287,213 327,287
PREPAID EXPENSES AND OTHER ASSETS 231,793 262,906
DEFERRED RENTS RECEIVABLE 4,521,987 4,254,398
DEFERRED COSTS, Net 1,374,807 1,462,078
CASH AND CASH EQUIVALENTS 2,312,769 2,707,906
RESTRICTED CASH AND CASH EQUIVALENTS 4,132,190 5,670,743
------------ ------------
TOTAL ASSETS $ 61,351,830 $ 62,359,906
============ ============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Loans payable $ 51,157,938 $ 51,157,938
Prepaid tenant rent 389,507 263,768
Accounts payable and accrued liabilities 1,010,423 877,460
Security deposits 402,711 297,621
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Total liabilities 52,960,579 52,596,787
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COMMITMENTS
MINORITY INTEREST 800,775 956,752
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PARTNERS' CAPITAL (DEFICIT):
General partner (4,154,712) (4,082,213)
Limited partners - 270 units issued and outstanding 11,745,188 12,888,580
------------ ------------
Total partners' capital 7,590,476 8,806,367
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TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 61,351,830 $ 62,359,906
============ ============
</TABLE>
See notes to consolidated financial statements.
F-2
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
REVENUES:
Rental income $ 12,455,307 $ 11,402,754
Operating expense and tax escalation reimbursements 1,059,885 627,132
Interest income 296,031 479,103
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Total revenues 13,811,223 12,508,989
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EXPENSES:
Repairs and maintenance 771,126 726,088
Utilities 1,077,843 1,113,260
Payroll 659,518 651,453
Security 405,429 396,892
Lease costs and rental expense 904,959 897,526
Insurance 171,103 149,245
Real estate and other taxes 1,887,842 1,820,308
Management fees 669,273 576,677
General and administrative 334,967 249,657
Advertising 123,803 142,000
Cleaning 578,912 547,365
Bad debt expense 14,830 15,480
Miscellaneous 4,655 5,333
Interest expense 4,860,000 4,820,460
Depreciation and amortization 2,096,115 2,920,552
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Total expenses 14,560,375 15,032,296
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LOSS BEFORE EXTRAORDINARY ITEM (749,152) (2,523,307)
EXTRAORDINARY GAIN DUE TO REFINANCING -- 1,895,598
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LOSS BEFORE MINORITY INTEREST (749,152) (627,709)
MINORITY INTEREST IN LOSS 78,716 75,057
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NET LOSS $ (670,436) $ (552,652)
============ ============
NET LOSS ALLOCATED TO GENERAL PARTNER $ (67,044) $ (55,265)
============ ============
NET LOSS ALLOCATED TO INVESTOR LIMITED PARTNERS $ (603,392) $ (497,387)
============ ============
NET LOSS PER INVESTOR LIMITED PARTNER UNIT $ (2,235) $ (1,842)
============ ============
NUMBER OF INVESTOR LIMITED PARTNER UNITS OUTSTANDING 270 270
============ ============
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
Limited General
Partners Partner Total
BALANCE, JANUARY 1, 1997 $ 16,085,967 $ (3,999,675) $ 12,086,292
Net loss (497,387) (55,265) (552,652)
Distributions (2,700,000) (27,273) (2,727,273)
------------ ------------ ------------
BALANCE, DECEMBER 31, 1997 12,888,580 (4,082,213) 8,806,367
Net loss (603,392) (67,044) (670,436)
Distributions (540,000) (5,455) (545,455)
------------ ------------ ------------
BALANCE, DECEMBER 31, 1998 $ 11,745,188 $ (4,154,712) $ 7,590,476
============ ============ ============
See notes to consolidated financial statements.
F-4
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (670,436) $ (552,652)
Minority interest in loss (78,716) (75,057)
Adjustments to reconcile net loss to net cash provided by (used for)
operating activities:
Depreciation and amortization 2,096,115 2,920,552
Bad debt expense 14,830 15,480
Extraordinary gain due to refinancing -- (1,895,598)
Changes in operating assets and liabilities:
Tenant receivables 40,074 (135,842)
Prepaid expenses and other assets 31,113 28,545
Deferred rents receivable (267,589) (434,270)
Restricted cash and cash equivalents 1,538,553 (962,421)
Accounts payable, accrued liabilities and security deposits 238,053 150,766
Due to affiliates -- (55,968)
Prepaid tenant rent 125,739 39,126
Accrued interest payable -- (124,531)
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Net cash provided by (used for) operating activities 3,067,736 (1,081,870)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for building improvements (2,554,901) (1,340,895)
Expenditures for deferred costs (285,257) (452,329)
----------- -----------
Net cash used for investing activities (2,840,158) (1,793,224)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Minority interest capital contributions received -- 60,958
Distributions paid to partners (545,455) (2,727,273)
Distributions paid to minority partner (77,260) (173,835)
----------- -----------
Net cash used for financing activities (622,715) (2,840,150)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (395,137) (5,715,244)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2,707,906 8,423,150
----------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 2,312,769 $ 2,707,906
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
Cash paid for interest $ 4,860,000 $ 4,989,991
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
1. ORGANIZATION
Winthrop Miami Associates Limited Partnership (the "Investor
Partnership"), a Delaware limited partnership, was organized on August
27, 1991 to own an interest in Miami Tower Associates Limited Partnership
("Miami Tower") and Miami Retail Associates Limited Partnership ("Miami
Retail"), both Florida limited partnerships (the "Operating
Partnerships"), and to serve as the managing general partner for the
Operating Partnerships. On November 7, 1991, Miami Tower acquired a
37-story office tower (the "Office Tower") located in downtown Miami,
Florida, consisting of 567,572 net rentable square feet of office space,
acquired subject to an air rights lease and Miami Retail acquired a
leasehold estate of 18,344 net rentable square feet of retail space (the
"Retail Space") located on the ground floor in the same building as the
Office Tower (the Retail Space together with the Office Tower (the
"Property")).
The purchase price paid for the Property was $44,000,000, excluding
commissions, fees and other transaction costs. Additional acquisition
costs of $3,175,818 were incurred and capitalized. C.P. Tower, Ltd. and
C.P. Retail, Ltd. (the "Sellers"), two limited partnerships previously
controlled by CenTrust Savings Bank (a failed savings and loan
association under control of the Resolution Trust Corporation ("RTC") as
receiver), provided the Operating Partnerships with a nonrecourse loan in
the amount of $36,800,000 (the "Permanent Loan") which was refinanced in
1997, and the remaining balance of $7,200,000 was provided by the general
partners of the Operating Partnerships.
The general partners of the Operating Partnerships are the Investor
Partnership, which holds an interest of approximately 87.6% in each of
the Operating Partnerships, and Winthrop Financial Associates, a Limited
Partnership ("WFA"), which holds approximately a direct 12.4% interest in
each of the Operating Partnerships. The Investor Partnership and WFA are
obligated to contribute, in the aggregate, $21,180,000 and $3,000,000,
respectively, to the Operating Partnerships. Through December 31, 1998,
the Investor Partnership and WFA had contributed $17,963,445 and
$2,512,241, respectively.
The general partner of the Investor Partnership is One International
Associates Limited Partnership, a Delaware limited partnership (the
"General Partner"). WFC Realty Co., Inc., a Massachusetts corporation,
was the initial limited partner of the Investor Partnership (the "Initial
Partner") and withdrew as a limited partner upon the first admission of
investor limited partners.
The Investor Partnership will terminate on December 31, 2041, or earlier
upon the occurrence of certain events specified in the Investor
Partnership Agreement. The Operating Partnerships will terminate on
December 31, 2040, or earlier upon the occurrence of certain events
specified in the Operating Partnerships' Agreements.
The Investor Partnership offered 270 units of limited partnership
interests at $100,000 per unit pursuant to a registration filed on Form
S-11 (the "Offering"). Limited partners were first admitted during July
1992, and all 270 units offered were sold as of December 31, 1992.
F-6
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying consolidated financial statements
have been prepared using the accrual basis of accounting in accordance
with generally accepted accounting principles. The accompanying
consolidated balance sheets as of December 31, 1998 and 1997 reflected
the financial position of the Investor Partnership consolidated with the
Operating Partnerships. WFA's ownership interest in the Operating
Partnerships has been reflected as a minority interest in the
accompanying consolidated balance sheets, statements of operations and
statements of cash flows. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Building and Improvements - The Operating Partnerships provided for
depreciation of buildings and improvements using the straight-line method
over a 35-year recovery period. Tenant improvements were amortized over
the terms of the lease.
Cash Equivalents - For consolidated financial statement purposes, the
Investor Partnership considers investments with original purchased
maturities of three months or less to be cash equivalents.
Deferred Costs - Financing costs and lease commissions are capitalized
and amortized using the straight-line method over the term of the related
agreements.
Income Taxes - No provision has been made for federal, state or local
income taxes in the accompanying consolidated financial statements of the
Investor Partnership. Partners are required to report on their individual
income tax returns their allocable share of income, gains, losses,
deductions and credits of the Investor Partnership.
Allocation of Profits and Losses - In accordance with the Investor
Partnership Agreement, income, cash flow and expenses allocable to the
period prior to the initial escrow release date, the date on which the
investor limited partners were first admitted, were allocated 99% to the
general partner and 1% to the initial limited partner. After the initial
escrow release date in 1992, income, cash flow and expenses are allocated
10% to the general partner and 90% to limited partners. Allocation to
limited partners was reduced proportionately by the ratio of unsold units
to the total units offered until all 270 limited partner units were sold.
Rental Income - The Operating Partnerships have determined that all
leases associated with the rental of space at the Property are operating
leases. Rental income is recognized using the straight-line method over
the related lease terms. The excess of rental income recognized over
rental payments required by the leases is reflected as deferred rents
receivable in the accompanying consolidated financial statements.
Fair Value of Financial Instruments - The accompanying consolidated
balance sheets contain certain trade receivables and payables and the
loans payable, which are considered financial instruments within the
context of Statement of Financial Accounting Standards ("SFAS") No. 107,
"Disclosures About Fair Value of Financial Instruments," and SFAS No.
119, "Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments." Management believes that the carrying value of
tenant and other receivables, payables and long-term debt approximates
fair value at December 31, 1998 and 1997.
As discussed in Note 5, the Operating Partnerships are a party to and are
protected by an interest rate cap agreement which limits the impact of
increases in interest rates on its floating rate debt. The carrying
amount and fair value of this agreement is disclosed in Note 5.
F-7
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates - The preparation of consolidated financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
3. DEFERRED COSTS
The following is a summary of deferred costs at December 31:
Amortization
Period 1998 1997
Lease commissions Various $ 1,982,416 $ 2,709,707
Lease - legal Various 297,433 21,270
----------- -----------
2,279,849 2,730,977
Less accumulated amortization (905,042) (1,268,899)
----------- -----------
$ 1,374,807 $ 1,462,078
=========== ===========
4. BUILDING AND IMPROVEMENTS
Building and improvements are stated at cost. At December 31, building
and improvements consisted of the following:
Depreciation/
Amortization
Period 1998 1997
Building 35 Years $ - $ 45,766,453
Improvements 35 Years - 3,654,682
Tenant improvements Lease term - 10,493,735
---- ----------
- 59,914,870
Less accumulated depreciation - (12,240,282)
---- -----------
$ - $ 47,674,588
==== ============
On September 8, 1998, the property was made available for sale. In
accordance with the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," the net building and improvements balance was reclassified to assets
held for sale. As an asset held for sale, the asset is being carried at
the lower of cost or net realizable value. As of September 8, 1998,
depreciation is no longer being recognized for the building and
improvements.
F-8
<PAGE>
5. LOANS PAYABLE
On November 7, 1991, the Operating Partnerships obtained the Permanent
Loan in the amount of $36,800,000 from the Sellers. On that date, the
Sellers assigned all of their rights, title and interests in the
Permanent Loan to the RTC which was subsequently assigned to the Federal
Deposit Insurance Corporation ("FDIC"). The Permanent Loan was secured by
a mortgage on the Property, an assignment of rents and leases with
respect to the Property, a security interest in certain personal
property, and secured interests in all escrow accounts required to be
established by the Operating Partnerships.
The terms of the Permanent Loan called for interest payments to be
payable on the principal amount of the Permanent Loan on a quarterly
basis at a rate of 8% per annum through November 6, 1996 and 10%
thereafter. In accordance with generally accepted accounting principles,
the Operating Partnerships recognized interest expense using the
effective-interest method. Accordingly, interest expense was accrued for
consolidated financial statement purposes using a level yield interest
rate of 8.64%.
During the first five years of the Permanent Loan, however, if net
operating income (as defined in the Permanent Loan agreement) was
insufficient to make any quarterly interest payments, the Operating
Partnerships would not be required to make any quarterly interest
payments on the interest due date, but instead would be permitted to
defer such interest payments until the maturity date (plus interest at a
current rate of 10% per annum). The net operating income threshold was
not met through May 28, 1997. Accrued interest through that date,
calculated using the effective interest method, totaled approximately
$16,253,000.
On May 28, 1997, AP Nations LLC ("AP Nations"), a related party, acquired
the outstanding balance of the Permanent Loan, together with contractual
interest due of $14,357,938, from the FDIC for $47,000,000. AP Nations
then entered into an agreement with the Operating Partnerships whereby
the interest due was rolled into a separate note, referred to as the
Capitalized Interest Note. Under this agreement, the combined balance of
the Permanent Loan and the Capitalized Interest Note were subsequently
consolidated into a single note, referred to as the Consolidation Note.
The terms and conditions of the Capitalized Interest Note and the
Consolidation Note were identical to those contained in the Permanent
Loan. As a result of the restructuring, the Operating Partnerships
recognized an extraordinary gain of approximately $1,895,000 for
financial reporting purposes, representing amounts previously recorded
under generally accepted accounting principles to reflect the effective
interest on the Permanent Loan. The extraordinary gain per investor
limited partner unit was $6,148, after approximately $235,000 was
allocated to the General Partner.
This agreement further called for the Consolidation Note to be
restructured into two separate notes, the First Note and the Subordinate
Note. The First Note, in the amount of $40,000,000, was amended and
restated to change or remove certain of the conditions and debt covenants
which were contained in the Consolidation Note. Most notably, the
interest rate was changed from the current rate of 10% to a rate per
annum equal to LIBOR plus 180 basis points (7.35% at December 31, 1998)
and the debt covenant which required the guarantor, WFA, to maintain a
minimum net worth of $10,000,000 was removed. The First Note is
collateralized by the Office Tower and the Retail Space.
F-9
<PAGE>
5. LOANS PAYABLE (CONTINUED)
The Subordinate Note in the amount of $11,157,938 was also restated and
amended. The most significant change to the Subordinate Note was to
change the interest rate from the current rate of 10% to a calculation
based on the outstanding balance of the Subordinate Note plus accrued
interest at a rate of 9.5% per annum plus the outstanding principal
balance on the First Note at 9.5% per annum less the amount of the
interest due and payable with respect to the First Note. In addition to
this change, the restatement and amendment of the Subordinate Note
released the mortgage lien on the Property as security for the
Subordinate Note, surrogating that right solely to the First Note. The
Subordinate Note is collateralized by the general partnership interest in
the Operating Partnerships.
The result of the restatement and amendment of these notes changed the
combined effective interest rate on the entire principal balance of these
notes to a rate of 9.5%.
In connection with the restatement and amendment of these notes, the
subordinate loan holder has also been required to enter into an interest
rate protection agreement in order to provide the Operating Partnerships
with a readily available source of funds in the event that the adjustable
rate of interest under the First Note should exceed an amount equal to
9.5% per annum. The interest rate protection agreement requires premium
payments to a counterparty based upon a notional principal amount of
$40,000,000. The effective date of this agreement was July 1, 1997 with a
scheduled maturity date of June 1, 2001. At December 31, 1998, the
carrying amount and fair market value of the loan payable are
approximately the same.
The First Note and the Subordinate Note both contain provisions that are
relevant to the structure and operations of the Operating Partnership.
During the term of the Notes, WFA and/or its affiliates are required to
be an operating general partner and must retain total management and
operating control of the Operating Partnerships and any affiliate of the
Operating Partnerships that is the manager of the Property. Also, the
Operating Partnerships and the Maker of the notes cannot be considered,
in any event, partners and they cannot be involved in a joint venture
together. If these conditions are not satisfied, all amounts due under
the First Note and the Subordinate Note may become currently due.
The First Note and the Subordinate Note combined require interest-only
payments until July 1999 when principal payments of $48,660 per month
become due.
The maturity date for the First Note is the earliest to occur of May 30,
2001, or the acceleration, prepayment in full, refinancing or other
termination of the First Note by operation of law or pursuant to the
provisions of the First Note.
The maturity date for the Subordinate Note is the earliest to occur of
May 30, 2001, any permitted sale, any equity interest conveyance, or the
acceleration, prepayment in full, refinancing or other termination of the
Subordinate Note by operation of law or pursuant to the provisions of the
Subordinate Note.
Subsequent to the restatement and amendment, on May 30, 1997, the First
Note was assigned to the Travelers Insurance Company. The Operating
Partnerships were required to deposit in an escrow account that is
maintained by Travelers $6,071,942; $920,964 of which was deposited in
the Capital Reserve and $5,150,978 of which was deposited in the Leasing
Reserve. As of December 31, 1998, the balance in these escrow accounts is
$3,965,925. Such balances are included in restricted cash and cash
equivalents on the consolidated balance sheets.
In connection with the sale disclosed in Note 9, the First Note and the
Subordinate Note were satisfied without giving effect to the
modifications made in 1997.
F-10
<PAGE>
6. LEASES
Leasing Operations - The Property's operations consist primarily of
leasing office and retail space to various tenants under a variety of
terms, including escalation provisions, renewal options, and obligations
of the tenants to reimburse operating expenses and pay additional rents.
The aggregate future minimum lease payments receivable under existing
leases at December 31, 1998 are as follows:
1999 $11,217,435
2000 11,532,956
2001 10,691,357
2002 9,453,217
2003 7,610,777
Thereafter 26,148,726
-----------
$76,654,468
===========
Future minimum rentals do not include contingent rentals that may be
received on certain leases due to increases in operating costs.
As of December 31, 1998, two tenants accounted for approximately 62% and
6%, respectively, of the deferred rents receivable balance. As of
December 31, 1997, two tenants accounted for approximately 65% and 8%,
respectively, of the deferred rents receivable balance.
Two tenants accounted for, in the aggregate, approximately 37% and 38%,
respectively, of the Operating Partnerships' rental income for the years
ended December 31, 1998 and 1997.
Retail Space and Air Rights Leases - The Operating Partnerships have
assumed the retail space and air rights leases with the City of Miami as
follows:
Retail Space - The leased area includes 18,344 net rentable square
feet of retail space located on the ground floor of the building. The
lease expires on July 1, 2015 but provides for two renewal periods:
the first for thirty years and the second for an additional
twenty-five years. Rent is $17.50 per square foot, payable in monthly
installments in advance, and may be adjusted annually by 70% of the
change in the Consumer Price Index. The annual rent expense under the
retail space lease for the years ended December 31, 1998 and 1997 was
approximately $438,000 and $423,000, respectively. Pursuant to the
terms of the retail lease, Miami Retail is responsible for all taxes,
utilities and normal repairs and maintenance costs associated with
the retail space. Miami Retail is reimbursed by the City of Miami for
common area maintenance costs.
Air Rights Lease - The leased area includes air rights above the
city-owned parking garage on top of which the Office Tower is
situated. The lease expires on July 1, 2015 but provides for two
renewal periods: the first for thirty years and the second for an
additional twenty-five years. Pursuant to the terms of the air rights
lease, annual rent must be paid to the City of Miami on a monthly
basis in an amount which is calculated based on fixed amounts
adjusted annually based on the Consumer Price Index. The annual rent
expense for the years ended December 31, 1998 and 1997 under the air
rights lease was approximately $398,000 and $387,000, respectively,
with respect to the Office Tower.
F-11
<PAGE>
6. LEASES (CONTINUED)
In addition, Miami Tower is required to use its best efforts to cause a
majority of the Office Tower to be used for purposes related directly or
indirectly to international banking, law, finance, insurance,
transportation, communications, government, technology, trade, tourism,
import and export business and other international business and activity
("Trade Purpose"). If Miami Tower is unsuccessful in satisfying this
requirement, the City of Miami has the right: (a) under certain
circumstances, to lease, on behalf of Miami Tower portions of the Office
Tower for the Trade Purposes; and (b) to increase the rent payable by
Miami Tower with respect to the Office Tower.
The aggregate future minimum payments due under the existing retail space
and air rights leases, exclusive of Consumer Price Index increases, as of
December 31, 1998 are as follows:
1999 $ 799,000
2000 799,000
2001 799,000
2002 799,000
2003 799,000
Thereafter 9,588,000
-----------
$13,583,000
===========
7. TRANSACTIONS WITH AFFILIATES
The General Partner and its affiliates received fees for various services
provided to the Operating Partnerships paid out of operations as follows:
Management and leasing fees are paid to an affiliate of the General
Partner and are based on 6% of cash receipts. Management and leasing fees
paid or payable to affiliates totaled $733,887 and $692,011 for the years
ended December 31, 1998 and 1997, respectively.
F-12
<PAGE>
8. TAXABLE LOSS
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Net loss for financial reporting purposes $(1,588,411) $ (552,652)
Minority interest (208,741) (75,057)
Plus (less):
Tax basis depreciation less than depreciation for
financial reporting purposes 1,128,940 997,158
Revenues recognized for tax reporting purposes
but not for financial reporting purposes (2,155,384) (2,911,586)
Amortization expense currently recognized for
tax reporting purposes but not for financial reporting purposes (18,153) (129,248)
Bad debt expense and other revenue write-offs
recognized for financial reporting purposes but not for
tax reporting purposes -- (6,743)
Interest expense recognized for tax purposes in excess of
interest expense for financial reporting purposes -- (2,782,528)
Lower tier losses consolidated for reporting purposes 1,450,451 2,872,980
----------- -----------
Consolidated loss for federal income tax reporting purposes $(1,391,298) $(2,587,676)
=========== ===========
</TABLE>
The Partners' capital account balances for federal income tax purposes
were $2,015,425 and $6,025,356 as of December 31, 1998 and 1997,
respectively.
9. SUBSEQUENT EVENTS
On March 4, 1999, the Operating Partnerships sold the property for
$72,833,000, excluding commissions, fees and other transaction costs of
$3,373,000. At the time of the sale, the net book value of the building
and improvements was approximately $47,443,000. The write-off of certain
deferred rents received and deferred costs was $5,897,000. The net gain
realized on the sale was $16,120,000.
As a consequence of the sale, the Partnership expects to dissolve within
the next year.
On March 18, 1999, the Partnership made a distribution of $16,200,000 to
the Limited Partners, and $152,525 to the General Partner.
* * * * * *
F-13
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND CONSOLIDATED ENTITIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Additions
Balance, Charged to Charged to Balance,
Beginning Costs and Other End of
Description of Year Expenses Accounts (A) Deductions (B) Year
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts:
1997 $ 26,627 $ 15,480 $ 4,500 $ 26,723 $ 19,884
1998 19,884 14,830 - 14,830 19,884
</TABLE>
(A) Rental income, operating expense and tax escalation income, and sales tax
recovery.
(B) Bad debt write-offs.
F-14
<PAGE>
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
AND CONSOLIDATED ENTITIES
SCHEDULE XII - REAL ESTATE OWNED AND RENTAL INCOME
DECEMBER 31, 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Part 1 - Real Estate Owned at End of Year
-------------------------------------------------------------------------------------------
Initial Amount at Which Reserve
Cost to Cost of Carried at Close for
Classification of Property Encumbrances (A) Company Improvements of Year (B)(C) Depreciation
<S> <C> <C> <C> <C> <C>
Commercial office property $ 40,000,000 $ 44,000,000 $ 17,745,484 $ 61,745,484 $ 14,302,413
============== ============ ============ ============ ============
</TABLE>
(A) See Note 5 to consolidated financial statements for information regarding
the terms of the various encumbrances.
(B) The aggregate cost of the property for federal income tax purposes was
$53,226,920 at December 31, 1998.
(C) Reconciliation of costs:
Balance as of December 31, 1997 $ 59,914,870
Improvements 2,554,901
Disposals (724,287)
------------
Balance as of December 31, 1998 $ 61,745,484
============
<TABLE>
<CAPTION>
Part 2 - Rental Income
---------------------------------------------------------------------------------------------
Total Rental Expended Net Loss
Rents Due and Income for Interest, Applicable to
Accrued at Applicable Other Taxes, Repairs Year Before
Classification of Property End of Year to Year Income and Expenses Minority Interest
<S> <C> <C> <C> <C> <C>
Commercial office property $ 287,213 $ 12,455,307 $ 1,355,916 $ 15,608,375 $ (1,797,152)
========== ============ =========== ============ ============
</TABLE>
F-15
<PAGE>
Item 8. Changes in and Disagreements on Accounting and
----------------------------------------------
Financial Disclosure.
--------------------
None.
9
<PAGE>
PART III
--------
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
------------------------------------------------------------------------
With Section 16(a) of the Exchange Act.
--------------------------------------
Neither the Registrant nor its general partner, One International
Associates L.P. (the "General Partner"), have directors or officers. The
general partner and sole limited partner of the General Partner are One
International, Inc. and WFA, respectively. One International, Inc. manages and
controls substantially all of the General Partner's affairs and has general
responsibility and ultimate authority in all matters affecting its business.
As of March 1, 1999, the names of the directors and executive officers of One
International, Inc. and the position held by each of them, are as follows:
Has Served as
Position Held with the a Director or
Name Managing General Partner Officer Since
- ---- ------------------------ -------------
Michael L. Ashner Chief Executive Officer 1-96
and Director
Thomas C. Staples Chief Financial Officer 1-99
Peter Braverman Executive Vice President 1-96
and Director
Carolyn Tiffany Chief Operating Officer 10-95
and Clerk
Michael L. Ashner, age 46, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") and the Managing
General Partner since January 15, 1996. From June 1994 until January 1996, Mr.
Ashner was a Director, President and Co-chairman of National Property
Investors, Inc., a real estate investment company ("NPI"). Mr. Ashner was also
a Director and executive officer of NPI Property Management Corporation ("NPI
Management") from April 1984 until January 1996. In addition, since 1981 Mr.
Ashner has been President of Exeter Capital Corporation, a firm which has
organized and administered real estate limited partnerships.
Thomas C. Staples, age 43, has been the Chief Financial Officer of WFA
since January 1, 1999. From March 1996 through December 1998, Mr. Staples was
Vice President/Corporate Controller of WFA. From May 1994 through February
1996, Mr. Staples was the Controller of the Residential Division of Winthrop
Management.
10
<PAGE>
Peter Braverman, age 47, has been a Vice President of WFA and the
Managing General Partner since January 1996. From June 1995 until January
1996, Mr. Braverman was a Vice President of NPI and NPI Management. From June
1991 until March 1994, Mr. Braverman was President of the Braverman Group, a
firm specializing in management consulting for the real estate and
construction industries. From 1988 to 1991, Mr. Braverman was a Vice President
and Assistant Secretary of Fischbach Corporation, a publicly traded,
international real estate and construction firm.
Carolyn Tiffany, age 32, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and asset management departments. Ms. Tiffany was a Vice
President in the asset management and investor relations departments of WFA
from October 1995 to December 1997, at which time she became the Chief
Operating Officer of WFA.
Each of the above persons are also directors or officers of a general
partner (or general partner of a general partner) of the following limited
partnerships which either have a class of securities registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934, or are subject to
the reporting requirements of Section 15(d) of such Act: Winthrop Partners 79
Limited Partnership; Winthrop Partners 80 Limited Partnership; Winthrop
Partners 81 Limited Partnership; Winthrop Residential Associates I, A Limited
Partnership; Winthrop Residential Associates II, A Limited Partnership;
Winthrop Residential Associates III, A Limited Partnership; 1626 New York
Associates Limited Partnership; 1999 Broadway Associates Limited Partnership;
Nantucket Island Associates Limited Partnership; One Financial Place Limited
Partnership; Presidential Associates I Limited Partnership; Riverside Park
Associates Limited Partnership; Springhill Lake Investors Limited Partnership;
Twelve AMH Associates Limited Partnership; Winthrop California Investors
Limited Partnership; Winthrop Growth Investors I Limited Partnership; Winthrop
Interim Partners I, A Limited Partnership; Southeastern Income Properties
Limited Partnership; and Southeastern Income Properties II Limited
Partnership.
Except as indicated above, neither the Registrant nor the General Partner
has any significant employees within the meaning of Item 401(b) of Regulation
S-B. There are no family relationships among the officers and directors of the
General Partner or One International Inc.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant under Rule 16a-3(e) during the Registrant's most
recent fiscal year and Forms 5 and
11
<PAGE>
amendments thereto furnished to the Registrant with respect to its most recent
fiscal year, the Registrant is not aware of any director, officer or
beneficial owner of more than ten percent of the units of limited partnership
interest in the Registrant that failed to file on a timely basis, as disclosed
in the above Forms, reports required by section 16(a) of the Exchange Act
during the most recent fiscal year or prior fiscal years.
Item 10. Executive Compensation.
----------------------
Registrant is not required to and did not pay any compensation to the
officers or directors of the general partner of the General Partner. The
general partner of the General Partner does not presently pay any compensation
to any of its officers and directors (See "Item 12, Certain Relationships and
Related Transactions").
Item 11. Security Ownership of Certain Beneficial Owners And Management.
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners.
-----------------------------------------------
The General Partner owns all the outstanding general partnership
interests in the Registrant. In addition, an unrelated third party, Norwest
Bank Minnesota, N.A., Norwest Corporation Pension Plan owns 31.5 Units which
comprises an approximate 10.5% limited partnership interest in the Registrant.
No other person or group is known by the Registrant to be the beneficial owner
of more than 5% of the outstanding partnership interests as of March 15, 1999.
(b) Security Ownership of Management.
--------------------------------
None of the officers, directors or general partners of the General
Partner or its affiliates beneficially own any Units.
(c) Changes in Control.
------------------
There exists no arrangements known to the Registrant the operation of
which may at a subsequent date result in a change in control of the
Registrant.
Item 12. Certain Relationships and Related Transactions.
----------------------------------------------
The partners of the General Partner and the partners, directors and
officers of its affiliates receive no remuneration or other compensation from
the Registrant or the Operating Partnerships.
12
<PAGE>
Under the terms of the Registrant's limited partnership agreement, the
General Partner and its affiliates are entitled to receive various fees,
commissions, cash distributions, allocations of taxable income and loss and
expense reimbursements from the Registrant. Further, Winthrop Management (an
affiliate of the General Partner) has entered into a management contract with
the Operating Partnerships to perform various services for the Operating
Partnership.
The following table sets forth the amounts of fees, commissions and cash
distributions which the Registrant and the Operating Partnerships accrued for
the account of the General Partner, WFA and their affiliates for the years
ended December 31, 1998 and 1997:
Recipient Type of Compensation 1998 1997
- --------- -------------------- ---- ----
Winthrop Management Property Management and $692,011 $663,189
Leasing Fees
WFA (or affiliates) Legal Fees $ -- $ --
There is no indebtedness to the Registrant by the General Partner, or its
affiliates, or by any of their respective officers, directors or general
partners. Winthrop Management LLC ("Winthrop Management") is engaged to
provide these services under a management agreement which provides for a base
management fee equal to 5% of the gross collections from the Property
(including rents or other charges for use and occupancy of the Property,
income from vending machines and other concessions, and net proceeds from
business interruption or other loss of income insurance, but excluding, among
other things, interest income, sales or other excise tax, condemnation or
casualty loss proceeds and proceeds of any sale of the Property or any other
capital asset). In addition, Winthrop Management has performed leasing
services for the Property for a fee not to exceed 1% of total gross revenues
from the Property, and in no event greater than the customary leasing
commissions that would be payable in the downtown Miami commercial business
district. Winthrop Management is not reimbursed for payroll and related costs
for off-site personnel not approved by the Operating Partnership and other
specified items. The management agreement may be terminated by either party
upon 30 days' notice.
13
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits:
The Exhibits listed on the accompanying Index to Exhibits are filed
as part of this Annual Report and incorporated in this Annual Report
as set forth in said Index.
(b) Reports on Form 8-K - None
14
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly
authorized.
WINTHROP MIAMI ASSOCIATES LIMITED
PARTNERSHIP
By: One International Associates, L.P.,
its sole General Partner
By: One International, Inc.
its sole General Partner
By: /s/ Michael L. Ashner
----------------------------
Michael L. Ashner
Chief Executive Officer
Date: March 31, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature/Name Title Date
- -------------- ----- ----
/s/ Michael L. Ashner Chief Executive March 31, 1999
- --------------------- Officer and Director
Michael L. Ashner
/s/ Thomas Staples Chief Financial Officer March 31, 1999
- ---------------------
Thomas Staples
15
<PAGE>
Index to Exhibits
-----------------
Exhibit
Number Document
- ------ --------
3,4 Amended and Restated Limited Partnership Agreement of Winthrop Miami
Associates Limited Partnership (incorporated by reference to Exhibit
A to the Prospectus)
Amended and Restated Limited Partnership Agreement of Miami Tower
Associates Limited Partnership (incorporated by referenced to Exhibit
B to the Prospectus)
Amended and Restated Limited Partnership Agreement of Miami Retail
Associates Limited Partnership (incorporated by reference to Exhibit
C to the Prospectus)
Amendment to Amended and Restated Partnership Agreement of Winthrop
Miami Associates Limited Partnership dated August 23, 1995
(incorporated by reference to Registrant's Current Report on Form 8-K
filed September 5, 1995)
4a Note dated November 7, 1991 made by Miami Retail Associates Limited
Partnership and Miami Tower Associates Limited Partnership,
collectively as maker, for the benefit of C.P. Tower, Ltd. and C.P.
Retail, Ltd., collectively as payee (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1992 and filed on March 31, 1993 (Commission File No. 33-45291))
4b Mortgage dated November 7, 1991 made by Miami Tower Associates
Limited Partnership and Miami Retail Associates Limited Partnership,
collectively as mortgagor, to C.P. Tower, Ltd. and C.P. Retail, Ltd.,
collectively as mortgagee (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1992 and filed on March 31, 1993)
4c Escrow Agreement dated November 7, 1991 among Miami Tower Associates
Limited Partnership, Miami Retail Associates Limited Partnership,
C.P. Tower, Ltd., C.P. Retail, Ltd. and Bankers Trust Company
(incorporated by reference to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1992 and filed on March 31,
1993)
8 Tax Opinion of Morgan, Lewis and Bockius (incorporated by reference
to Exhibit D to the Prospectus)
16
<PAGE>
10. Agreement of Purchase and Sale, among Miami Retail Associates Limited
Partnership and Miami Tower Associates Limited Partnership and
National Office Partners Limited Partnership, dated December 31, 1998
(incorporated by reference to Registrant's Current Report on Form 8-K
filed March 9, 1999)
16. Letter dated October 10, 1996 from KPMG Peat Marwick LLP.
(incorporated by reference to the Registrant's Current Report on Form
8-K dated October 4, 1996)
27. Financial Data Schedule
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from audited
financial statements for the twelve month period ending December 31, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 2,312,769
<SECURITIES> 0
<RECEIVABLES> 4,829,084
<ALLOWANCES> (19,884)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 48,491,071
<DEPRECIATION> 0
<TOTAL-ASSETS> 61,351,830
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 7,590,476
<TOTAL-LIABILITY-AND-EQUITY> 61,351,830
<SALES> 0
<TOTAL-REVENUES> 13,515,192
<CGS> 0
<TOTAL-COSTS> 9,365,408
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,860,000
<INCOME-PRETAX> (670,436)
<INCOME-TAX> 0
<INCOME-CONTINUING> (670,436)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (670,436)
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</TABLE>
