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 March 31, 2003
[ ] 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)
March 31, 2003
Assets
Cash and cash equivalents $ 1,373
Receivables and deposits 619
Restricted escrows 144
Other assets 499
Investment properties:
Land $ 2,058
Buildings and related personal property 28,448
30,506
Less accumulated depreciation (18,792) 11,714
$ 14,349
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 143
Tenant security deposit liabilities 189
Accrued property taxes 38
Other liabilities 170
Mortgage notes payable 14,234
Partners' Deficit
General partners $ (35)
Limited partners (23,139 units
issued and outstanding) (390) (425)
$ 14,349
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
Ended March 31,
2003 2002
(Restated)
Revenues:
Rental income $ 1,358 $ 1,376
Other income 143 146
Casualty gain (Note D) -- 12
Total revenues 1,501 1,534
Expenses:
Operating 539 533
General and administrative 53 79
Depreciation 370 362
Interest 287 293
Property tax 87 82
Total expenses 1,336 1,349
Income from continuing operations 165 185
(Loss) income from discontinued
operations (Note A) -- 2
Net income $ 165 $ 187
Net income allocated to general partners (10%) $ 16 $ 19
Net income allocated to limited partners (90%) 149 166
$ 165 $ 185
Per limited partnership unit:
Income from continuing operations $ 6.44 $ 7.17
(Loss) income from discontinued operations -- .09
Net income $ 6.44 $ 7.26
Distributions per limited partnership unit $ 12.97 $ 7.26
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, 2002 23,139 $ (51) $ (239) $ (290)
Distributions to partners -- -- (300) (300)
Net income for the three months
ended March 31, 2003 -- 16 149 165
Partners' deficit
at March 31, 2003 23,139 $ (35) $ (390) $ (425)
See Accompanying Notes to Consolidated Financial Statements
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
2003 2002
Cash flows from operating activities:
Net income $ 165 $ 187
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 370 472
Amortization of loan costs and deferred costs 6 15
Casualty gain -- (12)
Change in accounts:
Receivables and deposits (129) 14
Other assets (32) 6
Accounts payable (33) 60
Tenant security deposit liabilities 12 11
Accrued property taxes 38 (7)
Other liabilities (48) 172
Net cash provided by operating activities 349 918
Cash flows from investing activities:
Property improvements and replacements (88) (151)
Insurance proceeds received -- 37
Net deposits to restricted escrows (4) (1)
Net cash used in investing activities (92) (115)
Cash flows from financing activities:
Payments on mortgage notes payable (88) (101)
Distributions to partners (300) (168)
Net cash used in financing activities (388) (269)
Net (decrease) increase in cash and cash equivalents (131) 534
Cash and cash equivalents at beginning of period 1,504 768
Cash and cash equivalents at end of period $ 1,373 $ 1,302
Supplemental disclosure of cash flow information:
Cash paid for interest $ 281 $ 382
Supplemental disclosure of noncash information:
Property improvements and replacements in accounts
payable $ 27 $ --
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 months
ended March 31, 2003 are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 2003. 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, 2002.
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 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. Stratford Village
Apartments was sold to an unrelated third party in November 2002. As a result,
the accompanying consolidated statement of operations as of March 31, 2002 has
been restated to reflect the operations of Stratford Village Apartments as
income from discontinued operations.
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 5% of gross
receipts from the Partnership's properties as compensation for providing
property management services. The Partnership paid to such affiliates
approximately $76,000 and $94,000 during the three months ended March 31, 2003
and 2002, respectively, which is included in operating expenses and (loss)
income from discontinued operations.
An affiliate of the Managing General Partner earned reimbursements of
accountable administrative expenses amounting to approximately $41,000 and
$63,000 for the three months ended March 31, 2003 and 2002, respectively, which
is included in general and administrative expenses.
The Partnership insures 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 2003 and 2002, the Partnership's insurance coverage and fees
associated with policy claims administration owed to AIMCO and its affiliates
will be approximately $69,000 and $113,000, respectively.
Note C - Supplementary Information Required Pursuant to Section 9.4 of the
Partnership Agreement
Statement of cash available for distribution for the three months ended March
31, 2003 and 2002 (in thousands):
Three Months Three Months
Ended Ended
March 31, March 31,
2003 2002
Net income $ 165 $ 187
Add: Amortization expense 6 15
Depreciation expense 370 472
Less: Cash to reserves (541) (506)
Cash available for distribution $ -- $ 168
Distributions allocated to
Limited Partners $ -- $ 168
General Partners' interest in
cash available for distribution $ -- $ --
Note D - Casualty Gain
During the three months ended March 31, 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.
Note E - Subsequent Event
Subsequent to March 31, 2003, the Partnership distributed approximately $580,000
or $25.07 per limited Partnership unit. Approximately $339,000 or $14.65 per
limited partnership unit was paid from the remaining sales proceeds from the
sale of Stratford Village Apartments in November 2002 and approximately $241,000
or $10.42 per limited partnership unit was from operations.
Note F - 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 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 two apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 2003 and 2002:
Average Occupancy
2003 2002
Ashton Ridge Apartments
Jacksonville, Florida 95% 97%
Stratford Place Apartments
Gaithersburg, Maryland 95% 97%
Results of Operations
The Partnership reported net income for the three months ended March 31, 2003 of
approximately $165,000 as compared to a net income of approximately $187,000 for
the three months ended March 31, 2002. Net income decreased due to a decrease in
total revenues and a decrease in income from discontinued operations partially
offset by a decrease in total expenses. 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 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. Stratford Village Apartments was sold to an unrelated third party in
November 2002. As a result, the accompanying consolidated statements of
operations for the period ended March 31, 2002, have been restated as of January
1, 2002 to reflect the operations of Stratford Village Apartments as (loss)
income from discontinued operations.
The Partnership recognized income from continuing operations for the three
months ended March 31, 2003 of approximately $165,000 as compared to income from
continuing operations of approximately $185,000 for the three months ended March
31, 2002. The decrease in net income is attributable to a decrease in total
revenues partially offset by a slight decrease in total expenses. The decrease
in total revenues is attributable to decreases in rental income, other income,
and casualty gain. The casualty gain related to a net casualty gain in recorded
at Ashton Ridge Apartments during the three months ended March 31, 2002 for wind
damage which occurred in September 2001. This gain was the result of the receipt
of insurance proceeds of approximately $37,000, in excess of the write off of
net fixed assets of approximately $25,000.
The decrease in rental income is due to an increase in bad debt expense and a
decrease in occupancy at both of the Partnership's investment properties,
partially offset by an increase in average rental rates at both of the
Partnership's investment properties and a decrease in concessions offered to
tenants at Ashton Ridge Apartments. Other income decreased primarily due to a
decrease in utility reimbursements at Stratford Place Apartments.
The decrease in total expenses for the three months ended March 31, 2003 is
primarily the result of a decrease in general and administrative expenses.
Operating, depreciation, interest and property tax expense remained relatively
constant for the comparable periods. General and administrative expenses
decreased due to a decrease in the costs of services included in the management
reimbursements to the Managing General Partner as allowed under the Partnership
Agreement. Also included in general and administrative expenses for the three
months ended March 31, 2003 and 2002 are costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement.
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 March 31, 2003, the Partnership had cash and cash equivalents of
approximately $1,373,000 compared to approximately $1,302,000 at March 31, 2002.
Cash and cash equivalents decreased approximately $131,000 since December 31,
2002 due to approximately $92,000 and $388,000 of cash used in investing
activities and financing activities, respectively, partially offset by
approximately $349,000 of cash provided by operating activities. Cash used in
investing activities consisted of property improvements and replacements and net
deposits to restricted escrows maintained by the mortgage lenders. 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
During the three months ended March 31, 2003, the Partnership completed
approximately $50,000 of capital improvements at Ashton Ridge Apartments,
consisting primarily of floor covering and appliance replacements and air
conditioning upgrades. These improvements were funded from operating cash flow.
The Partnership evaluates the capital improvement needs of the property during
the year and currently expects to complete an additional $161,000 in capital
improvements during the remainder of 2003. The additional capital improvements
will consist primarily of floor covering, appliance and HVAC replacements, roof
replacements, exterior painting, pool furniture and tennis court upgrades.
Additional capital 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
During the three months ended March 31, 2003, the Partnership completed
approximately $65,000 of capital improvements at Stratford Place Apartments,
consisting primarily of floor covering replacements and structural upgrades.
These improvements were funded from operating cash flow and replacement
reserves. The Partnership evaluates the capital improvement needs of the
property during the year and currently expects to complete an additional
$122,000 in capital improvements during the remainder of 2003. The additional
capital improvements will consist primarily of floor covering, HVAC and
appliance replacements, exterior painting, plumbing repairs, and playground
equipment. Additional capital 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 and replacement reserves.
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 assets are thought to be sufficient for any near-term needs
(exclusive of capital improvements) of the Partnership. The mortgage encumbering
Stratford Place Apartments of approximately $8,479,000 requires a balloon
payment of approximately $7,739,000 in July 2006. The mortgage indebtedness
encumbering Ashton Ridge Apartments of approximately $5,755,000 has a maturity
date of January 2021 at which time the loan is scheduled to be fully amortized.
The Managing General Partner will attempt to refinance the 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. The Managing General Partner is currently
working to extend the expiration date and expects to have this completed during
2003.
The Partnership distributed the following amounts during the three months ended
March 31, 2003 and 2002 (in thousands except per unit data):
Three Months Per Three Months Per
Ended Limited Ended Limited
March 31, Partnership March 31, Partnership
2003 Unit 2002 Unit
Operations $ -- $ -- $ 168 $ 7.26
Sale (1) 300 12.97 -- --
$ 300 $ 12.97 $ 168 $ 7.26
(1) From the remaining undistributed sale proceeds of Stratford Village
Apartments.
Subsequent to March 31, 2003, the Partnership distributed approximately $580,000
or $25.07 per limited Partnership unit. Approximately $339,000 or $14.65 per
limited partnership unit was paid from the remaining sales proceeds from the
sale of Stratford Village Apartments in November 2002 and approximately $241,000
or $10.42 per limited partnership unit was from operations.
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 2003 or subsequent periods.
Other
In addition to its indirect ownership of the general partner interests in the
Partnership, AIMCO and its affiliates owned 10,463.25 limited partnership units
(the "Units") in the Partnership representing 45.22% of the outstanding Units at
March 31, 2003. 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 May 9, 2003, a tender offer by AIMCO Properties, L.P. to acquire all
of the Units not owned by affiliates of AIMCO for a purchase price of $560.00
per Unit was made. The tender offer will expire on June 6, 2003. 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 45.22% of the
outstanding units, AIMCO is in a position to influence 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 and
the Partnership fully reserves all outstanding balances over thirty days. 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 Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
b) Reports on Form 8-K filed during the quarter ended March 31, 2003:
Current Report on Form 8-K/A dated November 27, 2002 and filed
February 10, 2003 disclosing proforma consolidated statements
of operations due to the sale of Stratford Village Apartments.
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: May 14, 2003
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: May 14, 2003
/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: May 14, 2003
/s/Paul J. McAuliffe
Paul J. McAuliffe
Vice President-Residential 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 March 31, 2003 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: May 14, 2003
/s/Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: May 14, 2003
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.