U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-14536
Winthrop California Investors Limited Partnership
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(Exact name of small business issuer as specified in its charter)
Delaware 04-2869812
- ----------------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7 Bulfinch Place, Suite 500, Boston, MA 02114-9507
- ----------------------------------------- -----------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 570-4600
--------------
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT UNIT DATA)
SEPTEMBER 30, 2003 DECEMBER 31,
(UNAUDITED) 2002
----------------- ------------------
ASSETS
Cash and cash equivalents $ 3,076 $ 3,375
Equity investment in Development Partnership 13,659 14,155
----------------- ------------------
Total assets $ 16,735 $ 17,530
================= ==================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable, accrued expenses and other $ 188 $ 245
Liabilities of discontinued operations 16 16
----------------- ------------------
Total liabilities 204 261
----------------- ------------------
Minority interest of Operating Partnership 2 2
----------------- ------------------
Partners' capital:
Limited Partners -
Limited Partners capital-units of Investor
Limited Partnership Interest, $65,000 stated
value per cash unit and $66,000 stated value
per deferred unit; authorized - 3,500 units;
issued and outstanding - 3,500 units 36,060 36,783
General partners' deficit (19,531) (19,516)
----------------- ------------------
Total partners' capital 16,529 17,267
----------------- ------------------
Total liabilities and partners' capital $ 16,735 $ 17,530
================= ==================
See notes to consolidated financial statements.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
---------------- ------------- -------------- ------------
Income:
Miscellaneous income $ 75 $ - $ 87 $ -
Interest income 4 1 14 5
---------------- ------------- -------------- ------------
Total income 79 1 101 5
---------------- ------------- -------------- ------------
Expenses:
General and administrative 223 37 319 252
Asset management fees 188 188 563 563
---------------- ----------- -------------- ----------
Total expenses 411 225 882 815
---------------- ------------- -------------- ----------
Loss from continuing operations before
equity in loss of Development Partnership (332) (224) (781) (810)
Equity in loss of Development Partnership (67) (159) (496) (374)
---------------- ------------- -------------- ------------
Loss from continuing operations (399) (383) (1,277) (1,184)
---------------- ------------- -------------- ------------
Discontinued Operations:
Income (loss) from discontinued operations 2 616 (1) 1,134
Equity in income of Jamboree LLC - 5,895 540 5,972
---------------- ------------- -------------- ------------
Income from discontinued operations 2 6,511 539 7,106
---------------- ------------- -------------- ------------
Net (loss) income $ (397) $ 6,128 $ (738) $ 5,922
================ ============= ============== ============
Net (loss) income allocated to General Partners $ (8) $ 123 $ (15) $ 118
================ ============= ============== ============
Loss from continuing operations allocated to
Investor Limited Partners $ (391) $ (375) $ (1,251) $ (1,160)
Income from discontinued operations allocated
to Investor Limited Partners 2 6,380 528 6,964
---------------- ------------- -------------- ------------
Net (loss) income allocated to Investor Limited Partners $ (389) $ 6,005 $ (723) $ 5,804
================ ============= ============== ============
Loss from continuing operations per unit of
of limited partnership interest $ (111.71) $ (107.14) $ (357.43) $ (331.43)
Income from discontinued operations
per unit of limited partnership interest 0.57 1,822.85 150.86 1,989.72
---------------- ------------- -------------- ------------
Net (loss) income per Unit of Limited Partnership Interest $ (111.14) $ 1,715.71 $ (206.57) $ 1,658.29
================ ============= ============== ============
See notes to consolidated financial statements.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
UNITS OF
INVESTOR INVESTOR
LIMITED LIMITED GENERAL TOTAL
PARTNERSHIP PARTNERS' PARTNERS' PARTNERS'
INTEREST CAPITAL DEFICIT CAPITAL
--------------- ---------------- ---------------- ----------------
Balance - January 1, 2003 3,500 $ 36,783 $ (19,516) $ 17,267
Net loss - (723) (15) (738)
--------------- ---------------- ---------------- ----------------
Balance - September 30, 2003 3,500 $ 36,060 $ (19,531) $ 16,529
=============== ================ ================ ================
See notes to consolidated financial statements.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002
----------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Continuing Operations:
Loss from continuing operations $ (1,277) $ (1,184)
Adjustments to reconcile loss from continuing
operations to net cash used in continuing operations:
Equity in loss of Development Partnership 496 374
Changes in assets and liabilities:
Decrease in receivables - 208
(Decrease) increase in accounts payable, accrued expenses
and other (57) 197
----------------- ---------------
Net cash used in continuing operations (838) (405)
----------------- ---------------
Discontinued Operations:
Income from discontinued operations 539 7,106
Adjustments to reconcile income from discontinued operations
to net cash (used in) provided by discontinued operations:
Equity in income of Jamboree LLC (540) (5,805)
Changes in liabilities:
Increase in liabilities of discontinued operations - 13
----------------- ---------------
Net cash (used in) provided by discontinued operations (1) 1,314
----------------- ---------------
Net cash (used in) provided by operating activities (839) 909
----------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Discontinued Operations:
Distribution from Jamboree LLC 540 -
----------------- ---------------
Net (decrease) increase in cash and cash equivalents (299) 909
----------------- ---------------
Cash and cash equivalents, beginning of year 3,375 852
----------------- ---------------
Cash and cash equivalents, end of period $ 3,076 $ 1,761
================= ===============
See notes to consolidated financial statements.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The accompanying consolidated financial statements, footnotes and
discussions should be read in conjunction with the consolidated
financial statements, related footnotes and discussions contained in
the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2002.
The financial information contained herein is unaudited. In the opinion
of management, all adjustments necessary for a fair presentation of
such financial information have been included. All adjustments are of a
normal recurring nature. The consolidated balance sheet at December 31,
2002 was derived from audited financial statements at such date.
The results of operations for the nine months ended September 30, 2003
and 2002 are not necessarily indicative of the results to be expected
for the full year.
2. EQUITY INVESTMENT IN DEVELOPMENT PARTNERSHIP
The Registrant owns a 25% Limited Partner's interest in Crow Winthrop
Development Limited Partnership (the "Development Partnership"), which
is accounted for under the equity method. At September 30, 2003, the
historical cost basis of the Registrant's equity investment in the
Development Partnership is $13,659,000. As described below, pursuant to
a settlement agreement, the Registrant is entitled to receive a
preference payment of $22,000,000 from any "Capital Transaction," as
defined, in exchange for the Registrant surrendering its interest in
the Development Partnership.
In October 2003, the Registrant entered into a settlement agreement
with Crow Irvine #2, a California limited partnership ("Crow") which
holds a 75% interest in and is the general partner of the Development
Partnership. The Registrant and Crow agreed to the dismissal of two
lawsuits between them that were pending in the Superior Court of the
State of California, County of Orange. In addition, the Registrant and
Crow agreed to an amendment of their partnership agreement. As part of
the amendment, the Registrant is entitled to receive a preference
payment of $22,000,000 arising from any "Capital Transaction," as
defined, that occurs during the next two years. If a Capital
Transaction does not occur in the next two years, in addition to the
preference payment, the Registrant will then be entitled to receive
interest of 6.0% per annum on the preference payment. If a Capital
Transaction does not occur after three more years, the Registrant will
become the general partner of the Development Partnership and Crow will
become the limited partner of the Development Partnership. If the
Registrant receives the preference payment and, if applicable, any
accrued interest, the Registrant has agreed to surrender its interest
in the Development Partnership to Crow.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. RELATED PARTY TRANSACTIONS
Asset management fees earned by the Managing General Partner totaled
$563,000 during the nine months ended September 30, 2003 and September
30, 2002.
4. DISCONTINUED OPERATIONS
The Registrant has classified the operations of its management
partnership, Winthrop California Management Limited Partnership, as
discontinued operations as a result of the sale of the Fluor
Corporation World Headquarters Facility during 2002. Discontinued
operations are summarized as follows:
Nine Months Ended
September 30,
----------------------------
2003 2002
---------- ----------
Income $ 8 $ 1,513
Expenses 9 379
---------- ----------
(Loss) income from discontinued operations $ (1) $ 1,134
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain
forward-looking statements and involve risks and uncertainties
(including changing market conditions, competitive and regulatory
matters, etc.) detailed in the disclosures contained in this Form
10-QSB and the other filings with the Securities and Exchange
Commission made by the Registrant from time to time. The
discussion of the Registrant's liquidity, capital resources and
results of operations, including forward-looking statements
pertaining to such matters, does not take into account the effects
of any changes to the Registrant's operations. Accordingly, actual
results could differ materially from those projected in the
forward-looking statements as a result of a number of factors,
including those identified herein.
Liquidity and Capital Resources
The Registrant uses its working capital reserves and any cash
distributions received from the Crow Winthrop Development Limited
Partnership (the "Development Partnership"), and prior to the sale
in 2002 of the Fluor Corporation World Headquarters Facility (the
"Headquarters Facility"), distributions from the Crow Winthrop
Operating Partnership (the "Operating Partnership") and Winthrop
California Management Limited Partnership ("WC Management") as its
primary source of liquidity.
The Registrant had $3,076,000 in cash and cash equivalents at
September 30, 2003. Cash and cash equivalents are temporarily
invested in short-term instruments. The Registrant's level of
liquidity based upon cash and cash equivalents experienced a
$299,000 decrease at September 30, 2003 as compared to December
31, 2002. The decrease resulted from $838,000 of net cash used in
continuing operations and $1,000 of net cash used in discontinued
operations for a total of $839,000 of net cash used in operating
activities which was substantially offset by $540,000 of net cash
provided by investing activities.
Cash provided by investing activities was the result of a residual
payment received of $540,000 by the Operating Partnership from
funds held in escrow from the closing of the sale of the
Headquarters Facility.
In October 2003, the Registrant entered into a settlement
agreement with Crow Irvine #2, a California limited partnership
("Crow") which holds a 75% interest in and is the general partner
of the Development Partnership. The Registrant and Crow agreed to
the dismissal of two lawsuits between them that were pending in
the Superior Court of the State of California, County of Orange.
In addition, the Registrant and Crow agreed to an amendment of
their partnership agreement. As part of the amendment, the
Registrant is entitled to receive a preference payment of
$22,000,000 arising from any "Capital Transaction," as defined,
that occurs during the next two years. If a Capital Transaction
does not occur in the next two years, in addition to the
preference payment, the Registrant will then be entitled to
receive interest of 6.0% per annum on the preference payment. If a
Capital Transaction does not occur after three more years, the
Registrant will become the general partner of the Development
Partnership and Crow will become the limited partner of the
Development Partnership. If the Registrant receives the preference
payment and, if applicable, any accrued interest, the Registrant
has agreed to surrender its interest in the Development
Partnership to Crow.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)
Results of Operations
Net Income
The Registrant recorded a net loss of $738,000 for the nine months
ended September 30, 2003 compared to net income of $5,922,000
recorded in 2002. The decrease in income is primarily the result
of decreased income allocated by the Operating Partnership and the
Development Partnership during 2003 due to the sale of properties
in 2002.
Income
Interest income increased by $9,000 during the nine months ended
September 30, 2003 as compared to 2002. This increase is due to
higher cash balances invested throughout the year.
Miscellaneous income increased by $87,000 during the nine months
ended September 30, 2003 as compared to 2002. This increase is due
to a general liability and property insurance reimbursement
received from the Registrant's insurance carrier in 2003.
Costs and Expenses
Costs and expenses increased from $815,000 in 2002 to $882,000 in
2003 as a result of increased professional fees.
Discontinued Operations
The Registrant has classified the operations of WC Management as
discontinued operations as a result of the sale of the
Headquarters Facility in 2002. Income from discontinued operations
was $1,134,000 for the nine months ended September 30, 2002
compared to a loss of $1,000 for the nine months ended September
30, 2003. Income for the nine months ended September 30, 2002 was
the result of management fees and leasing commissions earned by WC
Management.
Equity in income of Jamboree LLC for the nine months ended
September 30, 2003 was the result of a residual payment received
of $540,000 by the Operating Partnership from funds held in escrow
from the closing of the sale of the Headquarters Facility. Equity
in income of Jamboree LLC for the nine months ended September 30,
2002 of $5,972,000 was a result of the proceeds received from the
sale of the Headquarters Facility.
Inflation
Inflation is not expected to have a material impact on the
operations or financial position of the Registrant.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)
Recently Issued Accounting Standards
In April 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13 and Technical
Corrections," which updates, clarifies and simplifies existing
accounting pronouncements. In part, this statement rescinds SFAS
No. 4, "Reporting Gains and Losses from Extinguishment of Debt."
FASB No. 145 is effective for fiscal years beginning after May
15, 2002. Upon adoption, enterprises must reclassify prior period
items that do not meet the extraordinary item classification
criteria in Accounting Principles Board ("APB") Opinion No. 30.
This statement had no effect on the Registrant's consolidated
financial statements.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146
requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date
of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and
certain employee severance costs that are associated with a
restructuring, discontinued operation, plant closing or other exit
or disposal activity. SFAS No. 146 is effective prospectively for
exit and disposal activities initiated after December 31, 2002.
This statement had no effect on the Registrant's consolidated
financial statements.
In November 2002, the FASB issued Interpretation No. 45,
"Guarantors' Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others." The interpretation elaborates on the disclosures to be
made by a guarantor in its consolidated financial statements about
its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. This
interpretation does not prescribe a specific approach for
subsequently measuring the guarantor's recognized liability over
the term of the related guarantee. The disclosure provisions of
this interpretation were effective for the Registrant's December
31, 2002 consolidated financial statements. The initial
recognition and initial measurement provisions of this
interpretation are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002. This interpretation
had no effect on the Registrant's consolidated financial
statements.
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." This interpretation
clarifies the application of existing accounting pronouncements to
certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other
parties. The provisions of the interpretation are immediately
effective for all variable interests in variable interest entities
created after January 31, 2003, and the Registrant will need to
apply its provisions to any existing variable interests in
variable interest entities by no later than December 31, 2004. The
Registrant does not expect that this interpretation will have an
impact on the Registrant's consolidated financial statements.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)
Recently Issued Accounting Standards (Continued)
In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS
No. 133 on Derivative Instruments and Hedging Activities." This
statement amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to
as derivatives) and for hedging activities under SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities."
The changes in this statement improve financial reporting by
requiring that contracts with comparable characteristics be
accounted for similarly. In particular, this statement (1)
clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative discussed in
SFAS No. 133, (2) clarifies when a derivative contains a financing
component, (3) amends the definition of an underlying to conform
it to language used in FASB Interpretation No. 45, and (4) amends
certain other existing pronouncements. Those changes will result
in more consistent reporting of contracts as either derivatives or
hybrid instruments. This statement is effective for contracts
entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The guidance should
be applied prospectively. The provisions of this statement that
relate to SFAS No. 133 implementation issues that have been
effective for fiscal quarters that began prior to June 15, 2003,
should continue to be applied in accordance with their respective
effective dates. In addition, certain provisions relating to
forward purchases or sales of when-issued securities or other
securities that do not yet exist, should be applied to existing
contracts as well as new contracts entered into after June 30,
2003. This statement had no effect on the Registrant's
consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity." The statement improves the accounting for certain
financial instruments that under previous guidance, issuers could
account for as equity. The new statement requires that those
instruments be classified as liabilities in statements of
financial position. SFAS No. 150 affects the issuer's accounting
for three types of freestanding financial instruments. One type is
mandatorily redeemable shares, which the issuing company is
obligated to buy back in exchange for cash or other assets. A
second type, which includes put options and forward purchase
contracts, involves instruments that do or may require the issuer
to buy back some of its shares in exchange for cash or other
assets. The third type of instruments that are liabilities under
this statement is obligations that can be settled with shares, the
monetary value of which is fixed, tied solely or predominantly to
a variable such as a market index, or varies inversely with the
value of the issuers' shares. SFAS No. 150 does not apply to
features embedded in a financial instrument that is not a
derivative in its entirety. In addition to its requirements for
the classification and measurement of financial instruments in its
scope, SFAS No. 150 also requires disclosures about alternative
ways of settling the instruments and the capital structure of
entities, all of whose shares are mandatorily redeemable. Most of
the guidance in SFAS No. 150 is effective for all financial
instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. This statement had no effect
on the Registrant's consolidated financial statements.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)
Critical Accounting Policy
The Registrant's only significant critical accounting policy
relates to the evaluation of the fair value of its equity
investment. The Registrant assesses whether there has been a
permanent impairment in the value of its equity investment if
events or changes in circumstances indicate that the carrying
amount of the equity investment may not be recoverable. The
Registrant considers factors such as expected future operating
income, trends and prospects, as well as the effects of demand,
competition and other economic factors. The carrying amount would
be adjusted, if necessary, to estimated fair value to reflect
impairment in the value of the equity investment. The evaluation
of the fair value of its equity investment is an estimate that is
susceptible to change and actual results could differ from those
estimates.
Quantitative and Qualitative Disclosures of Market Risk
The Registrant does not have any financial instruments that would
expose it to market risk associated with the risk of loss arising
from adverse changes in market rates and prices.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
ITEM 3. CONTROLS AND PROCEDURES
The Registrant's management, with the participation of the
Registrant's Chief Executive Officer and Chief Financial Officer,
has evaluated the effectiveness of the Registrant's disclosure
controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended) as of the end of the period covered by this report.
Based on such evaluation, the Registrant's Chief Executive Officer
and Chief Financial Officer have concluded that, as of the end of
such period, the Registrant's disclosure controls and procedures
are effective.
There have not been any changes in the Registrant's internal
control over financial reporting during the fiscal quarter to
which this report relates that have materially affected, or are
reasonably likely to materially affect, the Registrant's internal
control over financial reporting.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibits required by Item 601 of Regulation S-B are filed
herewith and are listed in the attached Exhibit Index.
(b) Reports of Form 8-K:
No reports on Form 8-K were filed during the period ended
September 30, 2003.
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BY: WINTHROP FINANCIAL ASSOCIATES, A LIMITED
PARTNERSHIP
Managing General Partner
BY: /s/ Michael L. Ashner
------------------------------------
Michael L. Ashner
Chief Executive Officer and Director
BY: /s/ Thomas C. Staples
------------------------------------
Thomas C. Staples
Chief Financial Officer
Dated: February 9, 2004
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
EXHIBIT INDEX
Exhibit Page No.
------- --------
31.1 Chief Executive Officer's Certification, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. 17 - 18
31.2 Chief Financial Officer's Certification, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. 19 - 20
32 Certification of Chief Executive Officer and Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. 21
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