Item 1. Business.
Winthrop Partners 80 Limited Partnership (the "Partnership"), a limited partnership, was organized under the Uniform Limited Partnership Act of the Commonwealth of Massachusetts on February 5, 1980, for the purpose of owning and leasing commercial and industrial real properties. The Partnership was initially capitalized with contributions of $1,000 from each of the two General Partners and $5,000 from the Initial Limited Partner. On February 21, 1980, the Partnership filed a Registration Statement on Form S-11 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to a public offering of 50,000 units of limited partnership interest ("Units") at a purchase price of $500 per Unit (an aggregate of $25,000,000). The Registration Statement was declared effective on June 9, 1980. The offering terminated in February 1981, at which time 45,636 Units, representing capital contributions from Limited Partners of $22,818,000, had been subscribed for.
The Partnership's General Partners are One Winthrop Properties, Inc. (the "Managing General Partner") and Linnaeus-Hampshire Realty Limited Partnership (formerly known as Linnaeus-Hampshire Realty Company)(the "Associate General Partner"). One Winthrop Properties, Inc. is a Massachusetts corporation which is a wholly-owned subsidiary of First Winthrop Corporation ("First Winthrop"), a Delaware corporation which is wholly owned by Winthrop Financial Associates, A Limited Partnership ("WFA"), a Maryland public limited partnership. The Associate General Partner was a Massachusetts general partnership until 1990, when it was converted to a Massachusetts limited partnership. Mr. Halleran is a director of First Winthrop and One Winthrop Properties, Inc. The general partner of the Associate General Partner is Arthur J. Halleran, Jr.
Until December 22, 1994, Mr. Halleran was also the sole general partner of Linnaeus Associates Limited Partnership ("Linnaeus") which is the sole general partner of WFA. On December 22, 1994, pursuant to an Investment Agreement entered into among Nomura Asset Capital Corporation ("NACC"), Mr. Halleran and certain other individuals who comprise the senior management of WFA, the general partnership interest in Linnaeus was transferred to W.L. Realty, L.P. ("W.L. Realty"). W.L. Realty is a Delaware limited partnership, the general partner of which is A.I. Realty Company, LLC ("Realtyco"). The equity securities of Realtyco are currently held by certain employees of NACC. Such securities are subject to a call option agreement pursuant to which NACC may, at any time, elect to purchase such securities for $1.00.
The Partnership's only business is owning and leasing improved real estate. The Partner- ship's investment objectives and policies are described at pages 16-23 of its Prospectus dated June 9, 1980 (the "Prospectus") under the caption "Investment Objectives and Policies," which description is attached hereto as an Exhibit and incorporated herein by this reference. The Prospectus was filed with the Commission pursuant to Rule 424(b) on June 19, 1980.
In December 1981, the Partnership completed its investment of the net proceeds of the Li- mited Partners' capital contributions, other than approximately $200,000 originally set aside as reserves, in 18 real properties. The Partnership's current reserves of approximately $250,000 are invested in money market instruments. Seven properties have been sold: one in 1989, two in 1991, two in 1992 and two in 1993. See, "Disposition," below. Many of the properties are lo- cated in areas with depressed economies, making potential purchasers concerned about a possible rental reduction when existing leases expire. The Partnership's future cash distributions will include ongoing disbursements from rental income and one-time disbursements of sale proceeds. Rental income will be affected by the terms of any new leases, any tenant improvement and leasing costs associated with renewing leases with existing tenants or signing leases with new tenants, the loss of rent during any period when a property is not under lease and the loss of rent after a property is sold. Distributions of sale proceeds will be made as a partial return of capital. Per the Partnership Agreement, sale proceeds are distributed 100% to limited partners until they have received their $500 per unit original Capital Contribution. The general partners' 8% share of sale proceeds would be paid subsequently. The following table contains descriptions of the remaining 11 properties, the terms of acquisition, the tenants to which they are leased and the terms of the leases.
(1) Includes acquisition fees and expenses.
(2) All leases commenced on date of purchase by the Partnership, except the lease with Motorola, Inc. which commenced on September 29, 1989.
(3) Definitions: Triple Net - All operating expenses paid by tenant.
% Rent - Additional rent payable by tenant in excess of base rent if annual gross sales exceed certain minimum levels.
Step Rent - Rent payable by tenant periodically increases over time.
(4) During 1987 Dairymart became associated with The Lawson Company and all Lawson Company stores changed their name to Dairymart.
(5) Additional percentage rent of $52,919 was received in 1994.
(6) In 1989, after the original tenant, Duckwall-Alco Stores, Inc., filed for bankruptcy protection, a new lease for a one-year term with the new tenant, Motorola, Inc., was entered into. The lease was amended in 1990 and 1991.
(7) In 1989, after the tenant filed for bankruptcy protection, this lease was renegotiated providing the tenant with the option to terminate the lease in 1992, 1995 and 1998. The annual base rent reflects a rent increase in 1991. Additional percentage rent of $688 was received in 1993 and no percentage rent was received in 1994.
(8) Additional percentage rent of $203,473 was received in 1994. The Partnership modified the existing base, effective November 1994, by increasing the annual base lease payment by $150,000 reducing the percentage rents by $150,000 and allowing Wal-Mart to sublease the property to another retail operator.
(9) Additional percentage rent of $181,636 was received in 1994. The tenant vacated the store in 1994. The Partnership will continue to receive base rent but does not expect to receive percentage rent payments in the future.
The Partnership owns the fee interest in each of these properties and acquired all of the properties solely with Partnership capital and without any mortgage financing. All of these properties are commercial or industrial in nature. Each of these properties is under a triple net lease to a single tenant. The initial terms of the original leases were at least ten years from the date of acquisition. Each of the tenants is a public company or a subsidiary of a public company.
Tenants with 1994 rental payments, including percentage rents, of 10% or more of the Partnership's total annual revenue, are as follows: Wal-Mart Stores, Inc. store in Victoria, Texas, 30%; Wal-Mart Stores, Inc. in Bowling Green, Kentucky, 24%; Toys "R" Us, Inc. in Livingston, New Jersey, 15%; and Toys "R" Us, Inc. in Beaumont, Texas, 13%. The Partnership expects the percentage of the total Partnership income from Wal-mart in Victoria, Texas to be reduced in the future. The Partnership expects the rental payments from the other tenants to amount to approximately the same respective percentages of the Partnership's total income in 1995.
The tenants under the leases have exclusive control over the day-to-day business operations conducted at the Properties as well as decisions with respect to the initiation of any development or renovations at the Properties. The Partnership has limited approval rights over any such renovation programs proposed by the tenants. The Partnership has no responsibility for any maintenance, repairs or improvements associated with these Properties. In addition, the tenants are responsible for all insurance requirements and the payment of real estate taxes directly to the taxing authorities.
In the opinion of the general partners of the Partnership, the Properties are adequately covered by insurance.
Each retail tenant is subject to competition from other companies offering similar products in the locations of the property leased by such tenant. In addition, the Partnership anticipates that it would be subject to significant competition in attracting tenants upon the expiration or termination of any of the leases of its properties. The Partnership has no control over the tenants' responses to competitive conditions impacting the businesses operated by the tenants at each of the properties.
Employees
The Partnership does not have any employees. Services are performed for the Partnership by its General Partners, and by agents retained by the General Partners, includ- ing an affiliate of the General Partners, Winthrop Management.
Item 2.
Item 2. Properties.
The Partnership sold seven properties and owns the remaining eleven properties. A discussion of the disposition of the seven properties is found below. In addition, please refer to the table in Item. 1. Business, which contains descriptions of the remaining eleven properties, the terms of their acquisition, the tenants to which they are leased, and the terms of the leases.
Disposition of Seven of the Partnership's Properties
1. Circuit City, Gaithersburg, MD. The sale of the property closed on September 28, 1989. The property was sold to a third party for $970,000 which is an increase over the original purchase price of $512,127. The cash-on-cash return provided by the property during its holding period was approximately 19% per annum, taking into account the quarterly distributions attributable to the property and the profit incurred on sale. The Partnership's original investment in this property represented approximately 2.5% of the initial offering proceeds. The Partnership distributed to the limited partners all of the net proceeds with the 1989 Third Quarter distribution. On a per-unit basis, $10.21 was a return of capital and $9.91 was profit, totaling $20.12 per unit.
2. Electric Power Research Institute, Charlotte, NC. The sale of the property closed on January 15, 1991. The property was sold for $4,750,000 which is an increase over the original purchase price of $4,167,774. The cash-on-cash return provided by the property during its holding period was approximately 11% per annum, taking into account the quarterly distributions attributable to the property and the profit incurred on sale. The Partnership's original investment in this property represented approximately 20.57% of the initial offering proceeds. The Partnership distributed to the limited partners all of the net proceeds with the 1991 First Quarter distribution. On a per-unit basis, $91 was a return of capital and $13 was profit, totalling $104 per unit.
3. NCNB, Johnston, NC. The sale of the property closed on July 29, 1991. The property was sold to a third party for $65,000 which is less than the original purchase price of $242,572 because the property was vacant and offered little potential for appreciating in value. The Partnership had been unsuccessful in finding a new tenant for this property which had been vacant since 1990. While the NCNB Corporation was obligated to make rental payments through the original term, the term was to expire on November 13, 1991. If the building had not been sold, the Partnership would be responsible for the payment of real estate taxes and insurance premiums for the property and would not be receiving any rental income from the property. The cash-on-cash return provided by the property during its holding period was approximately 3% per annum, taking into account the quarterly distributions attributable to the property and the loss of capital incurred on sale. The Partnership's original investment in this property represented approximately 1.2% of the initial offering proceeds. The Partnership distributed all of the net proceeds to the limited partners with the 1991 Third Quarter distribution. On a per-unit basis, $1.34 was distributed as a return of capital.
4. NCNB, Beaufort, SC. The sale of the property closed on July 24, 1992. The property was sold to a third party for $1,300,000 which is less than the original purchase price of $1,804,227, because the property offered little potential for appreciating in value. The cash-on-cash return provided by the property during its holding period was approximately 6% per annum, taking into account the quarterly distributions attributable to the property and the return of capital upon sale. The Partnership's original investment in this property represented approximately 8.9% of the initial offering proceeds. The Partnership distributed to the limited partners all of the net proceeds with the 1992 Third Quarter distribution. On a per-unit basis, $28.26 was a return of capital.
5. NCNB, Anderson, SC. The sale of the property closed on September 4, 1992. The property was sold to a third party for $250,000 which is less than the original purchase price of $362,296, because the property was vacant and offered little potential for appre- ciating in value. The cash-on-cash return provided by the property during its holding period was approximately 7% per annum, taking into account the quarterly distributions attributable to the property and the return of capital upon sale. The Partnership's original investment in this property represented approximately 1.8% of the initial offering proceeds. The Partnership distributed to the limited partners all of the net proceeds with the 1992 Third Quarter distribution. On a per-unit basis, $5.04 was distributed as a return of capital.
6. Dairy Mart, Berkley, MI. The sale of this property closed on September 8, 1993, with the proceeds included in the Third Quarter 1993 distribution paid on November 13, 1993. The property was sold for approximately $120,000 which is less than the original purchase price of $185,097, because the property offered little potential for appreciating in value. The cash-on cash return provided by the property during its holding period was approximately 7.2% per annum, taking into account the quarterly distributions attributable to the property and the return of capital upon sale. The Partnership's original investment in this property represented approximately 1% of the initial offering proceeds. The Partnership distributed all of the net proceeds with the 1993 Third Quarter distribution. On a per-unit basis, $2.61 was distributed as a return of capital.
7. NCNB, Greenville, SC. The sale of the property closed on September 30, 1993 with the proceeds included in the Third Quarter 1993 distribution paid on November 13, 1993. The property was sold for approximately $345,000 which is less than the original purchase price of $816,822, because the property was vacant and offered little potential for appreciating in value. The cash-on cash return provided by the property during its holding period was approximately 5.3% per annum, taking into account the quarterly distributions attributable to the property and the loss of capital incurred on sale. The Partnership's original investment in this property represented approximately 4% of the initial offering proceeds. The Partnership distributed all of the net proceeds with the 1993 Third Quarter distribution. On a per-unit basis, $6.92 was distributed as a return of capital.
Status of the Partnership's Remaining Properties
1. Motorola, Mt. Pleasant, IA. In 1991, Motorola, Inc. extended its lease at the Mt. Pleasant, Iowa property through November 30, 1997. The annual base rent is $111,600, increasing to $122,760 on November 30, 1995. The Partnership's original investment in this property represents approximately 5% of the initial offering proceeds. The tenant currently occupies the property.
2. Duckwall-Alco, Nebraska City, NE. In 1989, after the tenant filed for bankruptcy protection, the Partnership renegotiated the lease providing the tenant with options to terminate on January 31, 1992 January 31, 1995 and January 31, 1998, and an expiration date of December 22, 2000. A percentage of the gross store sales was paid to the Partnership as additional rent and distributed to investors in the last three years. The Partnership's original investment in this property represents approximately 5% of the initial offering proceeds. The tenant currently occupies the property.
3 through 7. Dairymart, five locations in Ohio and Michigan. The original terms of the leases for the five Dairy Mart properties have expired. Dairy Mart renewed the leases at the current lease rates. The terms of the renewals are: the Creston, Royal Oak and St. Clair Shores' locations through June 30, 1998; the Bolivar location through June 30, 1996; and the Ashtabula location through June 30, 1995. The Partnership's original investment, in the aggregate for all five properties, is approximately 4% of the initial offering proceeds. Each of the tenants currently occupies its respective property.
8 and 9. Toys "R" Us, Beaumont, TX and Livingston, NJ. These two leases expire on January 1, 2001. Annual sales remain low at the Beaumont location; thus, no additional rent was paid to the Partnership in 1994. The Livingston location has paid a percentage of gross sales as additional rent in each of the last five years. The Partnership's original investment, in the aggregate for both properties, is approximately 22% of the initial offering proceeds. Each of the tenants currently occupies its respective property.
10. Wal-Mart, Bowling Green, KY. This lease expires on December 23, 2000. A percentage of Wal-Mart's gross sales has been paid to the Partnership in each of the last eight years as additional rent. Due to the strong local retail market, Wal-Mart constructed a Wal-Mart Super Store in 1994 within two miles of the property. Effective November 1994, the Partnership modified the existing lease allowing Wal-Mart to sublet the property to another retail store, increasing the base lease payment by $150,000 and reducing the percentage rents by $150,000. Beginning in 1995, the Partnership does not expect to receive percentage rents in addition to the base rent. Wal-Mart remains liable for all obligations under the lease. The Partnership's original investment in this property is approximately 9% of the initial offering proceeds.
11. Wal-Mart, Victoria, TX. This lease expires on December 23, 2000. A percentage of the gross store sales has been paid to the Partnership in each of the last ten years as additional rent. Due to the strong local retail market, Wal-Mart constructed in 1994 a Wal-Mart Super Store within two miles of the property. The tenant vacated the property in 1994. Wal-Mart is obligated to continue to pay the base rental payment, but the Partnership does not expect to receive percentage rents in the future. The Partnership's original investment in this property is approximately 15% of the initial offering proceeds. The tenant vacated the property in 1994.
Item 3.
Item 3. Legal Proceedings.
The Partnership is not a party, nor are any of its properties subject, to any material pending legal proceedings.
Item 4.
Item 4. Submission of matters to a vote of securities holders.
No matters were submitted to a vote of security holders.
PART III
Item 5.
Item 5. Market Price for Registrant's Common Equity and Related Stockholder Matters.
There is no established public market for the Units. Trading in the Units is sporadic and occurs solely through private transactions.
As of March 14, 1995, there were 1,983 holders of Units.
The Partnership Agreement requires that any Cash Available for Distribution (as defined) be distributed quarterly to the Partners in specified proportions and priorities. There are no restrictions on the Partnership's present or future ability to make distributions of Cash Available for Distribution. For the years ended December 31, 1993 and 1994, cash distributions paid or accrued to the Limited Partners as a group (including the Initial Limited Partner) totalled $1,974,646 and $1,545,117 respectively.
Item 6.
Item 6. Selected Financial Data.
(1) Includes the proceeds from (i) the disposition of the Electric Power Research Institute property in the amount of $103.89 of which $91.31 is a return of capital and $12.58 is profit and (ii) the disposition of the Johnston, South Carolina property in the amount of $1.34, all of which is a return of capital.
(2) Includes the proceeds from (i) the disposition of the Anderson, SC property in the amount of $5.04, all of which is a return of capital, and (ii) the disposition of the Beaumont, SC property in the amount of $28.26, all of which is a return of capital.
(3) Includes the proceeds from (i) the disposition of the Greenville, SC property in the amount of $2.61, all of which is a return of capital, and (ii) the disposition of the Berkley, MI property in the amount of $6.92, all of which is a return of capital.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The Partnership requires cash to pay management fees and general and administrative expenses. The Partnership's rental and interest income was sufficient in 1994, and is expected to be sufficient in future years, to pay all of these amounts as well as to provide for cash distributions to the Partners from operations.
Through 1994, the results of the Partnership's operations from year to year have differed primarily because of percentage rental payments, variations in interest income, and sales of properties. The Partnership received percentage rental payments of $173,000 on three of its properties in 1989, $210,007 on three of its properties in 1990, $234,158 on four of its properties in 1991, $284,419 on four of its properties in 1992, $367,871 on four of its properties in 1993 and $438,028 on three of its properties in 1994. The Partnership has sold seven properties to date which significantly increased the amount of cash available for distribution with respect to the year in which the sale took place. There can be no assurance as to the timing and amount of any such sales in the future. The sale of properties eliminates the rental payments associated with such properties and, therefore, reduces the cash available for distribution in future years.
In light of the net and long-term nature of the leases at the properties, other than those leased to Duck-wall, Motorola and Dairymart, the Partnership does not expect the results of its operations in past years to vary significantly in 1995 with respect to these properties, with the following exceptions. First, the lease of one of these properties provides for periodic increases in the rental payments, and second, the leases of ten of these properties provide for the payment of percentage rents to the Partnership based upon the tenant's gross sales at the premises in excess of certain specified minimum amounts. The amounts, if any, of percentage rents which will be paid to the Partnership from these properties in the future is dependent on future sales volumes of the tenants occupying the Partnership's properties. If retail sales decrease, the Partnership will receive smaller percentage rental payments than the approximately $438,028 received in 1994, which would decrease the Partnership's revenues and net income. Third, the Partnership's depreciation expense will decrease over time because some of these properties are depreciated under the component method which results in some building components having shorter useful lives than others.
Because of the net and long-term nature of the original leases, inflation and changing prices have not significantly affected the Partnership's revenues and net income. In the future, the Partnership expects inflation and changing prices to affect the Partnership's revenues. With respect to the Wal-Mart leases, the additional percentage rents are expected to be eliminated due to Wal-Mart vacating the two properties in 1994. With respect to the Duckwall, Motorola and the five Dairy Mart leases, the remaining terms of the original leases expire in 1995 to 1998. If a tenant fails to exercise its renewal option, exercises its option to terminate its lease early or does not renew at the expiration of the lease term, the Partnership will be competing for new tenants in the then current rental markets which may not be able to support terms as favorable as those contained in the original lease options or it may seek to sell the property.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See the Financial Statements of the Partnership included as part of this Annual Report on Form 10-K.
Item 9.
Item 9. Changes in and Disagreements on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
(a) and (b) Identification of directors and executive officers.
The following table sets forth the names and ages of the directors and executive officers of the Managing General Partner and the position held by each of them.
Mr. Halleran has served in an executive capacity with the Managing General Partner since its organization in 1978, Mr. Wexler was elected an officer in 1983 and Mr. McCready in 1990. All of these individuals will continue to serve in such capacities until their successors are duly elected and qualified.
Mr. Halleran is also the general partner of the Associate General Partner.
(c) Identification of certain significant employees. None.
(d) Family relationships. None.
(e) Business Experience.
The Managing General Partner was incorporated in Massachusetts in October 1978. The background and experience of the executive officers and directors of the Managing General Partner, described above in Items 10(a) and (b), are as follows:
Arthur J. Halleran, Jr. is the Chairman of WFA. He is also Director and President of the Managing General Partner and other subsidiaries of WFA. In such capacities he is responsible for all aspects of the business of WFA and its subsidiaries, with special emphasis on the evaluation, acquisition and structuring of real estate investments. Mr. Halleran joined the Winthrop organization in 1977. He is a graduate of Villanova University and holds an M.B.A. degree from the Harvard Business School.
Jonathan W. Wexler is a Vice Chairman and Managing Director of WFA and a Director, Vice President, Assistant Clerk and Treasurer of the Managing General Partner and other subsidiaries of WFA. His primary responsibility is the evaluation, acquisition and structuring of real estate investments. Mr. Wexler joined the Winthrop organization in 1977. He is a graduate of the Massachusetts Institute of Technology and holds a Master of Science degree from the Sloan School of Management of the Massachusetts Institute of Technology.
Richard J. McCready is a Managing Director, Vice President and Clerk of WFA and a Director, Vice President and Clerk of the Managing General Partner and all other subsidiaries of WFA. He also has responsibility for all the legal affairs of WFA and its affiliates. Mr. McCready joined the Winthrop organization in 1990. He is a graduate of the University of New Hampshire and holds a J.D. degree from Boston College Law School.
One or more 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 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; Indian River Citrus Investors Limited Partnership; Nantucket Island Associates Limited Partnership; One Financial Place Limited Partnership; Presidential Associates I Limited Partnership; Riverside Park Associates Limited Partnership; Sixty-Six 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; Winthrop Financial Associates, A Limited Partnership; Southeastern Income Properties Limited Partnership; Southeastern Income Properties II Limited Partnership; Winthrop Miami Associates Limited Partnership; and Winthrop Apartment Investors Limited Partnership.
(f) Involvement in Certain Legal Proceedings. None.
Item 11.
Item 11. Executive Compensation.
Under the Partnership Agreement, the General Partners and their affiliates are entitled to receive various fees, commissions, cash distributions, allocations of taxable income or loss and expense reimbursements from the Partnership. The amounts of these items and the times at which they are payable to the General Partners or their affiliates are described at pages 7-9 and 23-25 of the Prospectus under the captions "Management Compensation" and "Profits or Losses for Tax Purposes and Cash Distributions," respectively, which descriptions are incorporated herein by this reference.
The following table sets forth the amounts of the fees, commissions and cash distributions which the Partnership paid to or accrued for the account of the General Partners and their affiliates for the year ended December 31, 1994:
(1) Received as General Partner, pursuant to Section 4.1 of the Partnership Agreement (2) WFC Realty Co., Inc. holds ten $500.00 limited partnership units; distribution pursuant to Section 4.1 and Schedule A of the Partnership Agreement (3) Equal to 1.5% of cash receipts in excess of cash expenditures (other than expenditures for management fees, debt service payments and capital expenditures) pursuant to Section 5.3A (iii) of the Partnership Agreement
For the year ended December 31, 1994, the Partnership allocated $40,877, $68,129 and $275 of taxable income to the Managing General Partner, Associate General Partner and the Initial Limited Partner, respectively. See Note 3 of Notes to Financial Statements for additional information about transactions between the Partnership and the General Partners and their affiliates. There were no reimbursements made in 1994 to the General Partners or their affiliates.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of certain beneficial owners.
No person or group is known by the Partnership to be the beneficial owner of more than 5% of the outstanding Units at March 1, 1995. Under the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of June 5, 1980 (the "Partnership Agreement"), the voting rights of the Limited Partners are limited and, in some circumstances, are subject to the prior receipt of certain opinions of counsel or judicial decisions.
Under the Partnership Agreement, the right to manage the business of the Partnership is vested in the General Partners and is generally to be exercised only by the Managing General Partner, although the consent of the Associate General Partner is required for all purchases, financings, refinancings and sales or other dispositions of the Partnership's real properties and with respect to certain other matters. See Item 1 above for a description of the General Partners.
(b) Security ownership of management.
None of the partners of WFA nor the general partner, officers and directors of the General Partners owned any Units beneficially at March 1, 1995. However, a wholly-owned subsidiary of WFA owns 200 Units.
(c) Changes in control.
There exists no arrangement known to the Partnership the operation of which may at a subsequent date result in a change in control of the Partnership.
Item 13.
Item 13. Certain Relationships and Related Transactions.
See Note 3 of Notes to Financial Statements for information about transactions between the Partnership and the General Partners and their affiliates. See Item 11 above for informa- tion concerning the fees, commissions and cash distributions which the Partnership paid to or accrued for the account of the General Partners and their affiliates for the year ended December 31, 1994.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements - The Financial Statements listed on the accompanying Index to Financial Statements and Schedule are filed as a part of this Annual Report.
2. Financial Statement Schedule - The Financial Statement Schedule listed on the accompanying Index to Financial Statements and Schedule is filed as a part of this Annual Report.
3. Exhibits - The exhibits listed in 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 - The Partnership filed one Current Report on Form 8-K during the fourth quarter of 1994. That report was filed on December 16, 1994 and reported a Change in Control of Registrant (Item 1 of Form 8-K). No financial statements were filed with that Form 8-K.
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 to be signed on its behalf by the undersigned, thereunto duly authorized.
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
By: ONE WINTHROP PROPERTIES, INC., Managing General Partner
Date: March 31, 1995 By: /s/ Jonathan W. Wexler Jonathan W. Wexler Vice President
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.
/s/ Jonathan W. Wexler Director, Vice President, Treasurer and Jonathan W. Wexler Assistant Clerk of Managing General Partner Date: March 31, 1995
/s/ Richard J. McCready Director, Vice President and Clerk of Managing Richard J. McCready General Partner Date: March 31, 1995
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
FINANCIAL STATEMENTS
Report of Independent Public Accountants
Statements of Income for Each of the Three Years in the Period Ended December 31, 1994
Balance Sheets as of December 31, 1994 and 1993
Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, 1994 Statements of Changes in Partners' Capital for Each of the Three Years in the Period Ended December 31, 1994
Notes to Financial Statements
SCHEDULE
III - Real Estate and Accumulated Depreciation as of December 31, 1994
All schedules prescribed by Regulation S-X other than the one indicated above, have been omitted, as the required information is inapplicable or the information is presented in the financial statements or related notes.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO WINTHROP PARTNERS 80 LIMITED PARTNERSHIP:
We have audited the accompanying balance sheets of Winthrop Partners 80 Limited Partnership (a Massachusetts limited partnership) as of December 31, 1994 and 1993, and the related statements of income, changes in partners' capital and cash flows for each of the three years in the period ended December 31, 1994. These financial statements and the schedule referred to below are the responsibility of Winthrop Partners 80 Limited Partnership management. Our responsibility is to express an opinion on these financial statements and schedule 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 financial statements referred to above present fairly, in all material respects, the financial position of Winthrop Partners 80 Limited Partnership as of December 31, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedule III listed in Item 14(a)(2) is the responsibility of Winthrop Partners 80 Limited Partnership management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects, the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
/S/ ARTHUR ANDERSEN LLP
Boston, Massachusetts January 30, 1995
STATEMENTS OF INCOME
BALANCE SHEETS
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS December 31, 1994
1. ORGANIZATION
Winthrop Partners 80 (the Partnership), a limited partnership, was organized under the Uniform Limited Partnership Act of the Commonwealth of Massachusetts on February 5, 1980 for the purpose of owning and leasing commercial and industrial real properties. The Partnership will terminate on December 31, 2008, or sooner, in accordance with the terms of the Partnership Agreement.
2. SIGNIFICANT ACCOUNTING POLICIES
Financial Statements - The financial statements of the Partnership are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles.
Income Taxes - No provision has been made for federal, state or local income taxes in the financial statements of the Partnership. Partners are required to report on their individual tax returns their allocable share of income, gains, losses, deductions and credits of the Partnership. The Partnership prepares tax returns on the accrual basis. On May 16, 1980, the Internal Revenue Service issued a ruling that the Partnership will be classified as a partnership for federal income tax purposes.
Distributions to Partners - The cash distribution due Partners for the three months ended December 31, 1994 is recorded in the accompanying financial statements as a liability and a reduction of Partners' capital. As provided in the Partnership Agreement, quarterly distributions are payable to Partners within 60 days after the end of the quarter.
Percentage Rent - The Partnership has entered into several leases that provide for a minimum annual rent plus additional rent based on percentages of sales at the properties (percentage rent). These percentage rents are recorded on a cash basis. For the years ended December 31, 1994, 1993 and 1992, the Partnership received percentage rent totaling approximately $456,230, $357,870 and $284,419, respectively.
Leases - The Partnership leases its real properties and accounts for such leases in accordance with the provisions of Statement of Financial Accounting Standards No. 13, "Accounting for Leases," as amended. This statement sets forth specific criteria for determining whether a lease should be accounted for as a financing lease or an operating lease.
(a) Financing Method
Under this method, minimum lease payments to be received plus the estimated value of the property at the end of the lease are considered to be the Partnership's gross investment in the lease. Unearned income, representing the difference between gross investment and actual cost of the leased property, is amortized over the lease term using the interest rate implicit in the lease to provide a level rate of return over the lease term.
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(b) Operating Method
Under this method, revenue is recognized as rental payments become due, which does not materially differ from the straightline method. Expenses (including depreciation) are charged to operations as incurred.
Cash and cash equivalents - Cash and cash equivalents consist of a mutual fund that invests in treasury bills and repurchase agreements that mature in three months or less. Cash equivalents are valued at cost, which approximates market value.
Depreciation - Component depreciation on real estate leased to others, accounted for under the operating method, is computed using the straight-line method over the useful life of each class of asset, which ranges from 5 to 35 years. The cost of the properties represents the purchase price of the properties plus acquisition and closing costs, or, to the extent that the property had previously been accounted for under the financing method, the depreciable base is the fair market value at the date of implementation of operating lease accounting.
3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
One Winthrop Properties, Inc. (One Winthrop), the Managing General Partner, Winthrop Securities Co., Inc. (Winthrop Securities), the selling agent for the Public Offering and Winthrop Management, the manager of the properties, are wholly owned subsidiaries of First Winthrop Corporation, which in turn is wholly owned by Winthrop Financial Associates, a limited partnership (WFA). Linnaeus Hampshire Realty Company, the other General Partner of the Partnership, is a general partnership, of which some general partners are partners of WFA. WFA and its affiliates manage or advise a large number of partnerships organized to invest in real properties. WFA has formed and is planning to form, directly or through affiliates, additional real estate investment partnerships or other entities, both public and private, some of which have or may have the same investment objectives as the Partnership.
Winthrop Management is entitled to annual property management fees, equal to 1.5% of the excess of cash receipts over cash expenditures (excluding debt service, property management fees and capital expenditures) from each property it manages. For the years ended December 31, 1994, 1993 and 1992, Winthrop Management earned $26,155, $25,446 and $28,072, respectively, for managing the real properties of the Partnership.
The General Partners are entitled to 8% of Cash Available for Distribution, subordinated to a cumulative priority quarterly distribution to the Limited Partners. The General Partners are also entitled to 8% of Sale or Refinancing Proceeds, subordinated to certain priority distributions to the Limited Partners as provided for in the Partnership Agreement. For the years ended December 31, 1994, 1993 and 1992, the Partnership has paid or accrued distributions from Cash Available for Distribution totaling $134,574, $133,583 and $147,675, respectively, to the General Partners. The proceeds from the sales of properties in 1992 and 1993 (see Note 6) were distributed entirely to the Limited Partners.
During the liquidation stage of the Partnership, the General Partners and their affiliates are entitled to receive distributions, subordinated to specified minimum returns to the Limited Partners, as described in the Partnership Agreement.
4. REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE OPERATING METHOD
Real estate leased to others, at cost, accounted for under the operating method as of December 31, 1994 and 1993, is summarized as follows:
The following is a summary of the minimum anticipated future rental receipts, excluding percentage rents, by year, under the noncancelable portion of the operating leases:
5. REAL ESTATE LEASED TO OTHERS ACCOUNTED FOR UNDER THE FINANCING METHOD
Real estate leased to others, accounted for under the financing method as of December 31, 1994 and 1993, is summarized as follows:
The following is a summary of the approximate minimum anticipated future rental receipts, excluding percentage rents, by year, under the noncancelable portion of the financing leases:
6. SALES OF PROPERTIES
On September 8, 1993, the Partnership sold the Dairy Mart in Berkeley, Michigan, for $120,000 in cash, and on September 30, 1993, the Partnership sold the Greenville, South Carolina, property for $345,000 in cash. The sales provided $435,582 of net proceeds, which were distributed in the fourth quarter of 1993 and resulted in a net loss of $105,909.
On July 24, 1992, the Partnership sold the Beaufort, South Carolina, property for $1,300,000 in cash, and on September 4, 1992, the Partnership sold the Anderson, South Carolina, property for $250,000 in cash. The sales provided $1,520,040 of net proceeds, which were distributed in the fourth quarter of 1992 and resulted in a net gain of $279,938.
7. TAXABLE INCOME
The Partnership's taxable income for 1994 differs from net income for financial reporting purposes primarily due to the differences in the methods used for the recognition of depreciation and the accounting for certain real property leases under the financing method for financial reporting purposes and the operating method for tax return purposes. Taxable income for 1994 is as follows:
SUPPLEMENTARY INFORMATION
REQUIRED PURSUANT TO SECTION 9.4 OF THE PARTNERSHIP AGREEMENT
2. Fees and other compensation paid or accrued by the Partnership to the General Partners, or their affiliates, for the three months ended December 31, 1994:
All other information required pursuant to Section 9.4 of the Partnership Agreement is set forth in the attached Financial Statements and related notes or the Annual Partnership Report.
8. PROPERTY SUMMARY
The following is a summary of real estate (accounted for under the operating or financing method) leased to others (land and commercial building at each location) held on a fee ownership basis at December 31, 1994:
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION (ACCOUNTED FOR UNDER THE OPERATING METHOD) DECEMBER 31, 1994 SCHEDULE III Page 1 of 3
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION (ACCOUNTED FOR UNDER THE OPERATING METHOD) DECEMBER 31, 1994 SCHEDULE III Page 2 of 3
(A) The cost of the properties represents the purchase price of the properties plus miscellaneous acquisition and closing costs. Included in the costs are property acquisition fees totaling $585,437 paid to the managing general partner (see Note 3 of Notes to Financial Statements).
(B) The cost of real estate owned at December 31, 1994 is the same for financial statement and income tax reporting purposes.
(C) Reconciliation of real estate owned:
Balance as of December 31, 1993...................... $ 4,146,539 Additions during 1994................................ 0 Sales during 1994.................................... 0 Balance as of December 31, 1994...................... $ 4,146,539
(D) Reconciliation of accumulated depreciation:
Balance as of December 31, 1993...................... $ 641,120 Depreciation expense during 1994..................... 100,353 Sales of property during 1994........................ 0 Balance as of December 31, 1994...................... $ 741,473
(E) All five stores are approximately the same size and have equivalent land, building and improvement costs.
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION (ACCOUNTED FOR UNDER THE FINANCING METHOD) DECEMBER 31, 1994 SCHEDULE III Page 3 of 3
(A) The net investment in financing leases at the point of purchase reflects the purchase price of the properties plus miscellaneous acquisition and closing costs. Included in the costs are property acquisition fees totaling $555,463 paid to the Managing General Partner (see Note 3 of Notes to Financial Statements). The net investment at the point of purchase is as follows:
(B) Reconciliation of minimum lease payments received net of interest income earned:
INDEX TO EXHIBITS
Exhibit No. Title of Document
3 Amended and Restated Agreement of Limited Partnership of Winthrop Partners 80 dated as of June 5, 1980 (incorporated herein by reference to the Registrant's Registration Statement on Form S-11, File No. 2-66725).
4 See Exhibit (3).
10(a) Property Management Agreement between Winthrop Partners 80 and WP Management Co., Inc. dated February 12, 1980 (incorporated herein by reference to the Registrant's Registration Statement on Form S-11, File No. 2-66725).
10(b) Property Management Subcontract between WP Manage- ment Co., Inc. and Winthrop/Dolben Management Co., Inc. dated as of February 12, 1980 (incorporated herein by reference to the Registrant's Registra- tion Statement on Form S-11, File No. 2-66725).
10(c) Documents relating to Dairymart, formerly The Lawson Company ("Dairymart"), property in Bolivar, Ohio (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated October 10, 1980).
10(d) Documents relating to the Dairymart property in Creston, Ohio (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated October 10, 1980).
10(e) Documents relating to the Dairymart property in Ashtabula, Ohio (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated October 10, 1980).
10(f) Documents relating to the Dairymart property in Royal Oak, Michigan (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated October 10, 1980).
10(g) Documents relating to the Dairymart property in Berkley, Michigan (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated October 10, 1980).
10(h) Documents relating to the Dairymart property in St. Clair Shores, Michigan (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated October 10, 1980).
10(i) Document relating to the Toys "R" Us, Inc. ("Toys") property in Livingston, New Jersey (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated December 2, 1980).
10(j) Documents relating to the Toys property in Beaumont, Texas (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated December 2, 1980).
10(k) Documents relating to the Motorola, formerly Duckwall-Alco Stores, Inc., property in Mt. Pleasant, Iowa (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated January 7, 1981).
Release Agreement and Assumption and Assignment of Lease, dated September 29, 1989. (incorporated herein by reference to the Registrant's annual report on Form 10-K dated March 31, 1992)
First Amendment to Sublease, dated March 31, 1990. (incorporated herein by reference to the Registrant's annual report on Form 10-K dated March 31, 1992)
Second Amendment to Sublease, dated April 9, 1991. (incorporated herein by reference to the Registrant's annual report on Form 10-K dated March 31, 1992)
10(l) Documents relating to the Duckwall-Alco Stores, Inc. property in Nebraska City, Nebraska (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated January 7, 1981). Assumption and Amendment to Lease, dated September 11, 1989. (incorporated herein by reference to the Registrant's annual report on Form 10-K dated March 31, 1992)
10(m) Documents relating to the Wal-Mart Stores, Inc. ("Wal-Mart") property in Bowling Green, Kentucky (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated January 7, 1981).
10(n) Documents relating to the Wal-Mart property in Victoria, Texas (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated January 7, 1981).
10(o) Documents relating to the Electric Power Research Institute, Inc. property in Mecklenburg County, North Carolina (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated January 7, 1981).
10(p) Documents relating to the Nations Bank, formerly NCNB and formerly Bankers Trust Company of South Carolina ("NCNB"), property in Green-ville, South Carolina (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated December 9, 1981).
Amendment to Lease, dated February 18, 1991. (incorporated herein by reference to the Registrant's annual report on Form 10-K dated March 31, 1992)
10(q) Documents relating to the NCNB property in Anderson, South Carolina (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated December 9, 1981).
Amendment to Lease, dated July 29, 1991. (incorporated herein by reference to the Registrant's annual report on Form 10-K dated March 31, 1992)
10(r) Documents relating to the NCNB property in Johnston, South Carolina (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated December 9, 1981).
Amendment to Lease, dated February 8, 1991.
10(s) Documents relating to the Circuit City, formerly Wards Company, Inc., property in Gaithersburg, Maryland (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated December 9, 1981).
10(t) Documents relating to the NCNB property in Beaufort, South Carolina (incorporated herein by reference to the Registrant's Current Report on Form 8-K dated January 9, 1982).
Amendment to Lease, dated February 8, 1991. (incorporated herein by reference to the Registrant's annual report on Form 10-K dated March 31, 1992)
10(u) Pages 7-9, 16-23 and 23-25 of the Partnership's Prospectus dated June 9, 1980 (filed with the Commission pursuant to Rule 424(b) on June 19, 1980).