UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _________to _________
Commission file number 2-84760
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Massachusetts 04-2839837
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 2002
Assets
Cash and cash equivalents $ 951
Receivables and deposits 517
Restricted escrows 229
Other assets 1,013
Investment properties:
Land $ 2,391
Buildings and related personal property 37,338
39,729
Less accumulated depreciation (24,113) 15,616
$ 18,326
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 62
Tenant security deposit liabilities 194
Accrued property taxes 148
Other liabilities 289
Mortgage notes payable 19,267
Partners' Deficit
General partners $ (990)
Limited partners (23,139 units
issued and outstanding) (644) (1,634)
$ 18,326
See Accompanying Notes to Consolidated Financial Statements
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
(Restated)
Revenues:
Rental income $ 1,713 $ 1,677 $ 5,142 $ 5,004
Other income 153 103 452 291
Casualty gain (Note D) 66 -- 78 --
Total revenues 1,932 1,780 5,672 5,295
Expenses:
Operating 650 734 1,916 2,038
General and administrative 80 78 240 248
Depreciation 468 461 1,417 1,392
Interest 379 402 1,146 1,202
Property tax 99 95 293 292
Total expenses 1,676 1,770 5,012 5,172
Income from continuing operations 256 10 660 123
Income from discontinued
operations (Note A) -- -- -- 103
Net income $ 256 $ 10 $ 660 $ 226
Net income allocated to general
partners (10%) $ 26 $ 1 $ 66 $ 23
Net income allocated to limited
partners (90%) 230 9 594 203
$ 256 $ 10 $ 660 $ 226
Per limited partnership unit:
Income from continuing operations $ 9.94 $ .39 $ 25.67 $ 4.75
Income from discontinued
operations -- -- -- 4.02
Net income $ 9.94 $ .39 $ 25.67 $ 8.77
Distributions per limited
partnership unit $ 9.29 $ -- $ 48.10 $136.48
See Accompanying Notes to Consolidated Financial Statements
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 23,149 $ 2 $23,149 $23,151
Partners' deficit at
December 31, 2001 23,139 $ (975) $ (125) $(1,100)
Distributions to partners -- (81) (1,113) (1,194)
Net income for the nine months
ended September 30, 2002 -- 66 594 660
Partners' deficit
at September 30, 2002 23,139 $ (990) $ (644) $(1,634)
See Accompanying Notes to Consolidated Financial Statements
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
2002 2001
Cash flows from operating activities:
Net income $ 660 $ 226
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,417 1,392
Amortization of loan costs and deferred costs 11 53
Bad debt expense, net 112 104
Casualty gain (78) --
Change in accounts:
Receivables and deposits (209) (19)
Other assets (101) (117)
Accounts payable (48) (179)
Tenant security deposit liabilities 32 7
Accrued property taxes 92 149
Other liabilities 113 7
Due to affiliates -- 11
Net cash provided by operating activities 2,001 1,634
Cash flows from investing activities:
Property improvements and replacements (422) (633)
Insurance proceeds received 129 --
Net (deposits to) withdrawals from restricted escrows (21) 81
Net cash used in investing activities (314) (552)
Cash flows from financing activities:
Advances from affiliates -- 130
Payments on advances from affiliates -- (130)
Payments on mortgage notes payable (310) (254)
Distributions paid to partners (1,194) (3,251)
Net cash used in financing activities (1,504) (3,505)
Net increase (decrease) in cash and cash equivalents 183 (2,423)
Cash and cash equivalents at beginning of period 768 3,299
Cash and cash equivalents at end of period $ 951 $ 876
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,142 $ 1,137
See Accompanying Notes to Consolidated Financial Statements
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Winthrop Growth
Investors 1 Limited Partnership (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The general partner of the Partnership is Two Winthrop
Properties, Inc. (the "Managing General Partner"), an affiliate of Apartment
Investment and Management Company ("AIMCO"), a publicly traded real estate
investment trust. In the opinion of the Managing General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and nine
month periods ended September 30, 2002 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2002. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2001.
Effective January 1, 2002, the Partnership adopted Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises report information about long-lived assets that are either being
held for sale or have already been disposed of by sale or other means. The
standard requires that results of operations for a long-lived asset that is
being held for sale or has already been disposed of be reported as a
discontinued operation on the statement of operations. Sunflower Apartments was
sold to an unrelated third party in December 2000. As a result, the accompanying
consolidated statements of operations have been restated as of September 30,
2001 to reflect the operations of Sunflower Apartments as income from
discontinued operations.
Certain reclassifications have been made to the 2001 balances to conform to the
2002 presentation.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
Partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
Affiliates of the Managing General Partner are entitled to receive between 5%
and 7.87% of gross receipts from the Partnership's properties as compensation
for providing property management services. The Partnership paid to such
affiliates approximately $299,000 and $271,000 during the nine months ended
September 30, 2002 and 2001, respectively, which is included in operating and
general and administrative expenses.
An affiliate of the Managing General Partner earned reimbursements of
accountable administrative expenses amounting to approximately $190,000 and
$216,000 for the nine months ended September 30, 2002 and 2001, respectively,
which is included in general and administrative expenses and investment
properties. Such reimbursements include approximately $20,000 owed to the
Managing General Partner at September 30, 2002. Construction service
reimbursements of approximately $13,000 and $41,000 are included in these
amounts for the nine months ended September 30, 2002 and 2001, respectively. The
construction fees are calculated based on a percentage of certain additions to
investment properties.
During the nine months ended September 30, 2001, an affiliate of the Managing
General Partner loaned the Partnership approximately $130,000. The amount was
repaid during July 2001. Interest was charged at prime plus 2% and amounted to
approximately $1,000 for the nine months ended September 30, 2001.
Beginning in 2001, the Partnership began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally self-insured for a
portion of losses and liabilities related to workers compensation, property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO limits through insurance policies obtained by AIMCO from insurers
unaffiliated with the General Partner. During the nine months ended September
30, 2002 and 2001, the Partnership paid AIMCO and its affiliates approximately
$83,000 and $105,000, respectively, for insurance coverage and fees associated
with policy claims administration.
Note C - Supplementary Information Required Pursuant to Section 9.4 of the
Partnership Agreement
Statement of cash available for distribution for the three and nine months ended
September 30, 2002 (in thousands):
Three Months Nine Months
Ended Ended
September 30, September 30,
2002 2002
Net Income $ 256 $ 660
Add: Amortization expense 3 11
Depreciation expense 468 1,417
Less: Cash to reserves (512) (894)
Cash available for distribution $ 215 $1,194
Distributions allocated to
Limited Partners $ 215 $1,113
General Partners' interest in
cash available for distribution $ -- $ 81
Note D - Casualty Gain
During the nine months ended September 30, 2002, a net casualty gain of
approximately $12,000 was recorded at Ashton Ridge Apartments. The casualty gain
related to wind damage in September 2001. This gain was the result of the
receipt of insurance proceeds of approximately $37,000, net of the write off of
net fixed assets of approximately $25,000. During April 2002 there was a fire at
Ashton Ridge Apartments that damaged eight apartment units. The damage is
currently in process of being repaired. A net casualty gain of approximately
$66,000 was recorded which was the result of the receipt of insurance proceeds
of approximately $92,000 net of the write off of fixed assets of approximately
$26,000. It is anticipated that the total cost to restore the damaged units will
be approximately $146,000. The Managing General Partner expects to receive
additional insurance proceeds of approximately $43,000 once the work is
completed.
Note E - Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements in certain circumstances. The matters discussed
in this report contain certain forward-looking statements, including, without
limitation, statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations, including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and results of operations. Actual results may differ materially from those
described in the forward-looking statements and will be affected by a variety of
risks and factors including, without limitation: national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations; the competitive environment in which the
Registrant operates; financing risks, including the risk that cash flows from
operations may be insufficient to meet required payments of principal and
interest; real estate risks, including variations of real estate values and the
general economic climate in local markets and competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors described in the documents the Registrant files from time to time with
the Securities and Exchange Commission.
The Partnership's investment properties consist of three apartment complexes.
The following table sets forth the average occupancy of the properties for the
nine months ended September 30, 2002 and 2001:
Average Occupancy
2002 2001
Ashton Ridge Apartments
Jacksonville, Florida 96% 96%
Stratford Place Apartments
Gaithersburg, Maryland 96% 96%
Stratford Village Apartments
Montgomery, Alabama 93% 91%
Results of Operations
The Partnership reported net income of approximately $660,000 for the nine
months ended September 30, 2002 as compared to net income of approximately
$226,000 for the nine months ended September 30, 2001. The Partnership reported
net income of approximately $256,000 for the three months ended September 30,
2002 as compared to approximately $10,000 for the three months ended September
30, 2001. Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which established standards for the way that
public business enterprises report information about long-lived assets that are
either being held for sale or have already been disposed of by sale or other
means. The standard requires that results of operations for a long-lived asset
that is being held for sale or has already been disposed of be reported as a
discontinued operation on the statement of operations. Sunflower Apartments was
sold to an unrelated third party in December 2000. As a result, the accompanying
consolidated statements of operations have been restated as of September 30,
2001 to reflect the operations of Sunflower Apartments as income from
discontinued operations.
The Partnership recognized income from continuing operations for the three and
nine month periods ended September 30, 2002 of approximately $256,000 and
$660,000 compared to income from continuing operations of approximately $10,000
and $123,000 for the three and nine month periods ended September 30, 2001. The
increase in income from continuing operations is attributable to an increase in
total revenues and a decrease in total expenses. The increase in total revenues
for the three and nine month period ended September 30, 2002 was primarily due
to increases in rental and other income as well as a net casualty gain recorded
at Ashton Ridge Apartments during the nine months ended September 30, 2002 for
fire and wind damage. The casualty gain related to wind damage in September
2001. This gain was the result of the receipt of insurance proceeds of
approximately $37,000, net of the write off of net fixed assets of approximately
$25,000. During April 2002 there was a fire at Ashton Ridge Apartments that
damaged eight apartment units. The damage is currently in process of being
repaired. A net casualty gain of approximately $66,000 was recorded which was
the result of the receipt of insurance proceeds of approximately $92,000 net of
the write off of fixed assets of approximately $26,000. It is anticipated that
the total cost to restore the damaged units will be approximately $146,000. The
Managing General Partner expects to receive additional insurance proceeds of
approximately $43,000 once the work is completed.
Rental income increased as a result of an increase in average rental rates at
Ashton Ridge and Stratford Place Apartments and an increase in occupancy at
Stratford Village partially offset by reduced rental rates at Stratford Village
Apartments. Other income increased primarily due to an increase in utility
reimbursements at Ashton Ridge Apartments and Stratford Place Apartments,
partially offset by a decrease in interest income as a result of lower cash
balances available for investment in interest bearing accounts.
The decrease in total expenses for the three and nine month periods ended
September 30, 2002 is primarily due to a decrease in operating and interest
expenses partially offset by an increase in depreciation expense. Operating
expenses decreased as a result of a decrease in property expenses partially
offset by an increase in management fees and advertising expenses. Property
expenses decreased as a result of a decrease in utility charges and employee
salaries and related benefits at Ashton Ridge and Stratford Place Apartments.
The increase in management fees is primarily due to an increase in the
percentage of gross receipts paid to the Managing General Partner as
compensation for providing property management services. The rate increased from
5.00% to 7.87% in July 2001 at Stratford Village Apartments. Advertising
expenses increased due to increased promotions and referral fees primarily at
Ashton Ridge Apartments. Interest expense decreased primarily due to principal
payments made against mortgage loans at the Partnership's properties.
Depreciation expense increased due to property improvements and replacements
placed into service during the past twelve months which are now being
depreciated primarily at Stratford Village and Ashton Ridge Apartments.
General and administrative and property tax expense remained relatively constant
for the comparable three and nine month periods. Included in general and
administrative expenses for the nine months ended September 30, 2002 and 2001
are management reimbursements to the Managing General Partner allowed under the
Partnership Agreement. In addition, costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are also included.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of this
plan, the Managing General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At September 30, 2002, the Partnership had cash and cash equivalents of
approximately $951,000 compared to approximately $876,000 at September 30, 2001.
Cash and cash equivalents increased approximately $183,000 since December 31,
2001 due to approximately $2,001,000 of cash provided by operating activities
partially offset by approximately $314,000 and $1,504,000 of cash used in
investing activities and financing activities, respectively. Cash used in
investing activities consisted of property improvements and replacements and net
deposits to restricted escrows maintained by the mortgage lenders partially
offset by the receipt of insurance proceeds. Cash used in financing activities
consisted of distributions paid to the partners and principal payments made on
the mortgages encumbering the Partnership's investment properties. The
Partnership invests its working capital reserves in interest bearing accounts.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership and to comply with Federal,
state and local legal and regulatory requirements. The Managing General Partner
monitors developments in the area of legal and regulatory compliance and is
studying new federal laws, including the Sarbanes-Oxley Act of 2002. The
Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures
with regard to governance, disclosure, audit and other areas. In light of these
changes, the Partnership expects that it will incur higher expenses related to
compliance, including increased legal and audit fees. Capital improvements
planned for each of the Partnership's properties are detailed below.
Ashton Ridge Apartments
Approximately $173,000 has been budgeted for capital improvements during the
year 2002 at Ashton Ridge Apartments consisting primarily of floor covering and
appliance replacements, air conditioning unit replacements and structural
improvements. During the nine months ended September 30, 2002, the Partnership
spent approximately $203,000 for budgeted and nonbudgeted capital improvements
consisting primarily of building improvements related to reconstruction from
casualties, floor covering and appliance replacements, structural improvements
and air conditioning unit replacements. These improvements were funded from
operating cash flow and insurance proceeds. Additional improvements may be
considered and will depend on the physical condition of the property as well as
the anticipated cash flow generated by the property.
Stratford Place Apartments
Approximately $125,000 has been budgeted for capital improvements during the
year 2002 at Stratford Place Apartments consisting primarily of floor covering
replacements, structural improvements, air conditioning unit replacements,
interior painting of common area and major landscaping. During the nine months
ended September 30, 2002, the Partnership spent approximately $193,000 for
budgeted and nonbudgeted capital improvements consisting primarily of floor
covering and appliance replacement, structural improvements, exterior painting
and water heater replacements. These improvements were funded from operating
cash flow and replacement reserves. Additional improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and anticipated cash flow generated by the property.
Stratford Village Apartments
Approximately $85,000 has been budgeted for capital improvements during the year
2002 at Stratford Village Apartments consisting primarily of air conditioning
unit, floor covering, appliance and water heater replacements. During the nine
months ended September 30, 2002, the Partnership spent approximately $26,000 for
capital improvements consisting primarily of floor covering replacements, major
landscaping and plumbing enhancements. These improvements were funded from
operating cash flow. Additional improvements may be considered and will depend
on the physical condition of the property as well as replacement reserves and
anticipated cash flow generated by the property.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Partnership's distributable cash flow,
if any, may be adversely affected at least in the short term.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $19,267,000 is amortized over varying periods. The
mortgage encumbering Stratford Place Apartments requires a balloon payment of
approximately $7,739,000 in July 2006. The mortgage indebtedness encumbering the
remaining properties of approximately $10,691,000 has maturity dates ranging
from January 2021 to November 2024. The Managing General Partner will attempt to
refinance such indebtedness and/or sell Stratford Place Apartments prior to such
maturity date. If the property cannot be refinanced or sold for a sufficient
amount, the Partnership will risk losing such property through foreclosure.
Pursuant to the Partnership Agreement, the term of the Partnership is scheduled
to expire on December 31, 2003. Accordingly, prior to such date the Partnership
will need to either sell its investment properties or extend the term of the
Partnership.
The Partnership distributed the following amounts during the nine months ended
September 30, 2002 and 2001 (in thousands except per unit data):
Nine Months Per Nine Months Per
Ended Limited Ended Limited
September 30, Partnership September 30, Partnership
2002 Unit 2001 Unit
Operations $1,194 $ 48.10 $ 1,261 $ 50.49
Refinancing (1) -- -- 1,893 81.81
Sale (2) -- -- 97 4.18
$1,194 $ 48.10 $ 3,251 $136.48
(1) From the remaining undistributed refinancing proceeds of Ashton Ridge
Apartments.
(2) From the remaining undistributed sale proceeds of Sunflower Apartments.
The Partnership's cash available for distribution is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from operations, the availability of cash reserves, and the timing of debt
maturities, refinancings and/or property sales. There can be no assurance,
however, that the Partnership will generate sufficient funds from operations,
after required capital expenditures, to permit further distributions to its
partners during the remainder of 2002 or subsequent periods.
Other
In addition to its indirect ownership of the general partner interests in the
Partnership, AIMCO and its affiliates owned 10,391.25 limited partnership units
(the "Units") in the Partnership representing 44.91% of the outstanding Units at
September 30, 2002. A number of these Units were acquired pursuant to tender
offers made by AIMCO or its affiliates. It is possible that AIMCO or its
affiliates will acquire additional units of limited partnership interest in the
Partnership in exchange for cash or a combination of cash and units in the
operating partnership of AIMCO either through private purchases or tender
offers. In this regard, on September 27, 2002, a tender offer by AIMCO
Properties, L.P., to acquire any and all of the Units not owned by affiliates of
AIMCO for a purchase price of $512.00 per unit expired. Pursuant to this offer,
AIMCO acquired 536 Units during the quarter ended September 30, 2002. Under the
Partnership Agreement, unitholders holding a majority of the Units are entitled
to take action with respect to a variety of matters which would include voting
on certain amendments to the Partnership Agreement and voting to remove the
Managing General Partner. As a result of its ownership of 44.91% of the
outstanding Units, AIMCO is in a position to control all voting decisions with
respect to the Partnership. Although the Managing General Partner owes fiduciary
duties to the limited partners of the Partnership, the Managing General Partner
also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the
duties of the Managing General Partner, as managing general partner, to the
Partnership and its limited partners may come into conflict with the duties of
the Managing General Partner to AIMCO, as its sole stockholder.
Critical Accounting Policies and Estimates
The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to make estimates and assumptions. The Partnership believes that of its
significant accounting policies, the following may involve a higher degree of
judgment and complexity.
Impairment of Long-Lived Assets
Investment properties are recorded at cost, less accumulated depreciation,
unless considered impaired. If events or circumstances indicate that the
carrying amount of a property may be impaired, the Partnership will make an
assessment of its recoverability by estimating the undiscounted future cash
flows, excluding interest charges, of the property. If the carrying amount
exceeds the aggregate future cash flows, the Partnership would recognize an
impairment loss to the extent the carrying amount exceeds the fair value of the
property.
Real property investments are subject to varying degrees of risk. Several
factors may adversely affect the economic performance and value of the
Partnership's investment properties. These factors include changes in the
national, regional and local economic climate; local conditions, such as an
oversupply of multifamily properties; competition from other available
multifamily property owners and changes in market rental rates. Any adverse
changes in these factors could cause an impairment in the Partnership's assets.
Revenue Recognition
The Partnership generally leases apartment units for twelve-month terms or less.
Rental income attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during particularly slow months or in
response to heavy competition from other similar complexes in the area.
Concessions are charged to income as incurred.
ITEM 3. CONTROLS AND PROCEDURES
The principal executive officer and principal financial officer of the Managing
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer, respectively, have, within 90 days of
the filing date of this quarterly report, evaluated the effectiveness of the
Partnership's disclosure controls and procedures (as defined in Exchange Act
Rules (13a-14(c) and (15d-14(c)) and have determined that such disclosure
controls and procedures are adequate. There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the Partnership's internal controls since the date of evaluation. The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 3.1, Amended and Restated Agreement of Limited
Partnership of Winthrop Growth Investors I Limited Partnership
dated May 11, 1984 (included as an exhibit to the
Partnership's Registration Statement on Form S-11, File No.
2-84760 and incorporated herein by reference).
Exhibit 3.2, Amendment to Amended and Restated Agreement of
Limited Partnership dated August 23, 1985 (Exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 is incorporated herein by reference).
Exhibit 99, Certification of Chief Executive Officer and Chief
Financial Officer
b) Reports on Form 8-K filed during the quarter ended September 30,
2002:
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
By: Two Winthrop Properties, Inc.
Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Vice President - Residential
By: /s/Thomas C. Novosel
Thomas C. Novosel
Vice President and
Chief Accounting Officer - Residential
Date: November 13, 2002
CERTIFICATION
I, Patrick J. Foye, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Winthrop Growth
Investors I Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/Patrick J. Foye
Patrick J. Foye
Vice President - Residential of Two Winthrop
Properties, Inc., equivalent of the chief
executive officer of the Partnership
CERTIFICATION
I, Paul J. McAuliffe, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Winthrop Growth
Investors I Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/Paul J. McAuliffe
Paul J. McAuliffe
Vice President - Residential and Chief
Financial Officer of Two Winthrop
Properties, Inc., equivalent of the chief
financial officer of the Partnership
Exhibit 99
Certification of CEO and CFO
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-QSB of Winthrop Growth
Investors I Limited Partnership (the "Partnership"), for the quarterly period
ended September 30, 2002 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), Patrick J. Foye, as the equivalent of the chief
executive officer of the Partnership, and Paul J. McAuliffe, as the equivalent
of the chief financial officer of the Partnership, each hereby certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership.
/s/Patrick J. Foye
Name: Patrick J. Foye
Date: November 13, 2002
/s/Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: November 13, 2002
This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.