<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20459

                                   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 June 30, 1997

                                       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 0-20273

                  1999 Broadway Associates Limited Partnership
        (Exact name of small business issuer as specified in its charter)

                DELAWARE                                04-6613783
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

   One International Place, Boston, MA                     02110
 (Address of principal executive office)                (Zip Code)

        Registrant's telephone number, including area code (617) 330-8600

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes X    No___

                                     1 of 12

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                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                          FORM 10-QSB JUNE 30, 1997

                        PART 1 - FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                         JUNE 30,             DECEMBER 31,
(IN THOUSANDS, EXCEPT UNIT DATA)                                                           1997                   1996
                                                                                  ---------------------------------------------
<S>                                                                              <C>                     <C>    

Assets

Real estate, at cost:

Land                                                                              $              1,700    $              1,700
Buildings and improvements, net of accumulated
   depreciation of $12,885 (1997) and $12,204 (1996)                                            27,876                  27,442
                                                                                  ---------------------   ---------------------

                                                                                                29,576                  29,142
Other Assets:

Cash and cash equivalents                                                                        4,545                   8,580
Restricted cash                                                                                    799                   1,000
Other assets                                                                                       471                     290
Deferred rent receivable                                                                           509                     665
Deferred costs, net of accumulated amortization
   of $3,469 (1997) and $3,248 (1996)                                                            1,348                   1,153
                                                                                  ---------------------   ---------------------

         Total assets                                                             $             37,248     $            40,830
                                                                                  =====================   =====================

Liabilities and Partners' Capital

Liabilities:

Mortgage loan payable                                                             $             26,048    $             28,135
Accrued interest payable                                                                           206                     252
Accounts payable and accrued expenses                                                              859                   1,072
Payable to related party                                                                           105                      22
Security deposits                                                                                  136                     140
                                                                                  ---------------------   ---------------------


         Total liabilities                                                                      27,354                  29,621
                                                                                  ---------------------   ---------------------

Commitments

Partners' Capital:

Investor limited partners' equity (460 units outstanding)                                       11,338                  12,640
General partner's deficit                                                                       (1,444)                 (1,431)
                                                                                  ---------------------   ---------------------

         Total Partners' Capital                                                                 9,894                  11,209
                                                                                  ---------------------   ---------------------

         Total Liabilities and Partners' Capital                                  $             37,248     $            40,830
                                                                                  =====================   =====================
</TABLE>


                 See notes to consolidated financial statements.

                                     2 of 12


<PAGE>

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                          FORM 10-QSB JUNE 30, 1997
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)                                           FOR THE SIX MONTHS ENDED
                                                                                         JUNE 30,               JUNE 30,
(IN THOUSANDS, EXCEPT UNIT DATA)                                                          1997                    1996
                                                                                  ---------------------   ---------------------
<S>                                                                              <C>                      <C> 

Revenues:

     Rental                                                                       $              2,515    $              2,508
     Other                                                                                         307                     168
                                                                                  ---------------------   ---------------------

         Total Revenues                                                                          2,822                   2,676
                                                                                  ---------------------   ---------------------

Expenses:

     Real estate taxes                                                                             324                     323
     Payroll and payroll expense reimbursements                                                    327                     309
     Operating expenses                                                                            246                     269
     Repairs and maintenance                                                                       354                     365
     Utilities                                                                                     351                     349
     Management and other fees                                                                     278                     217
     General and administrative costs                                                              145                      72
     Insurance                                                                                      47                      62
     Depreciation and amortization                                                                 902                     945
                                                                                  ---------------------   ---------------------

         Total Expenses                                                                          2,974                   2,911
                                                                                  ---------------------   ---------------------


Operating loss                                                                                    (152)                   (235)

Non-operating income (expense):

     Interest income                                                                               167                     320
     Interest expense                                                                           (1,272)                 (1,431)
     Reorganization item - professional fees                                                       (58)                      -
                                                                                  ---------------------   ---------------------

Net loss                                                                          $             (1,315)    $            (1,346)
                                                                                  =====================   =====================

Net loss allocated:


     General Partner                                                              $                (13)    $               (13)

     Investor Limited Partners                                                                  (1,302)                 (1,333)
                                                                                  ---------------------   ---------------------

                                                                                  $             (1,315)    $            (1,346)
                                                                                  =====================   =====================

Net loss allocated to Limited Partners per

   Limited Partner Unit                                                           $          (2,830.43) $            (2,897.83)
                                                                                  =====================   =====================

</TABLE>

                 See notes to consolidated financial statements.

                                     3 of 12

<PAGE>



                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                          FORM 10-QSB JUNE 30, 1997
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)                                          FOR THE THREE MONTHS ENDED
                                                                                         JUNE 30,               JUNE 30,
(IN THOUSANDS, EXCEPT UNIT DATA)                                                          1997                    1996
                                                                                  ---------------------   ---------------------
<S>                                                                              <C>                     <C> 
Revenues:

     Rental                                                                       $              1,324    $              1,282
     Other                                                                                         194                      77
                                                                                  ---------------------   ---------------------

         Total Revenues                                                                          1,518                   1,359
                                                                                  ---------------------   ---------------------

Expenses:

     Real estate taxes                                                                             163                     162
     Payroll and payroll expense reimbursements                                                    156                     139
     Operating expenses                                                                            131                     133
     Repairs and maintenance                                                                       178                     210
     Utilities                                                                                     172                     176
     Management and other fees                                                                     139                      94
     General and administrative costs                                                               62                      23
     Insurance                                                                                      23                      30
     Depreciation and amortization                                                                 443                     473
                                                                                  ---------------------   ---------------------

         Total Expenses                                                                          1,467                   1,440
                                                                                  ---------------------   ---------------------


Operating income (loss)                                                                             51                     (81)

Non-operating income (expense):

     Interest income                                                                                68                     152
     Interest expense                                                                             (603)                   (726)
     Reorganization item - professional fees                                                        (4)                      -
                                                                                  ---------------------   ---------------------

Net loss                                                                          $               (488)    $              (655)
                                                                                  =====================   =====================

Net loss allocated:


   General Partner                                                                $                 (5)   $                 (7)

   Investor Limited Partners                                                                      (483)                   (648)
                                                                                  ---------------------   ---------------------

                                                                                  $               (488)    $              (655)
                                                                                  =====================   =====================

Net loss allocated to Limited Partners per

   Limited Partner Unit                                                           $          (1,050.00) $            (1,408.70)
                                                                                  =====================   =====================

</TABLE>

                 See notes to consolidated financial statements.

                                     4 of 12


<PAGE>

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                          FORM 10-QSB JUNE 30, 1997

CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)

(IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>

                                                 UNITS OF                                 INVESTOR
                                                  LIMITED            GENERAL               LIMITED                TOTAL
                                                PARTNERSHIP         PARTNER'S             PARTNERS'             PARTNERS'
                                                 INTEREST            DEFICIT               CAPITAL               CAPITAL
                                             ------------------ -------------------  --------------------  --------------------
<S>                                          <C>                <C>                  <C>                   <C>                

Balance - January 1, 1997                                  460  $           (1,431)  $            12,640   $            11,209

    Net loss                                                 -                 (13)               (1,302)               (1,315)
                                             ------------------ -------------------  --------------------  --------------------

Balance - June 30, 1997                                    460  $           (1,444)  $            11,338   $             9,894
                                             ================== ===================  ====================  ====================

</TABLE>
                 See notes to consolidated financial statements.

                                     5 of 12

<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                            FORM 10-QSB JUNE 30, 1997

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

(IN THOUSANDS)                                                                              FOR THE SIX MONTHS ENDED
                                                                                         JUNE 30,               JUNE 30,
                                                                                          1997                    1996
                                                                                  ---------------------   ---------------------
<S>                                                                               <C>                     <C>           

Cash Flows from Operating Activities:

Net loss                                                                          $             (1,315)   $             (1,346)
Adjustments to reconcile net loss to net cash (used in)
 provided by operating activities:

     Depreciation                                                                                  681                     664
     Amortization                                                                                  221                     281
     Deferred rent receivable                                                                      156                     214
     Changes in assets and liabilities:

         Other assets                                                                             (181)                   (177)
         Deferred costs                                                                           (416)                    (23)
         Accrued interest payable                                                                  (46)                  1,431
         Accounts payable, accrued expenses, payable
           to related party and security deposits                                                 (134)                    132
                                                                                  ---------------------   ---------------------


Net cash (used in) provided by operating activities                                             (1,034)                  1,176
                                                                                  ---------------------   ---------------------

Cash Flows from Investing Activities:

     Additions to buildings and improvements                                                    (1,115)                    (11)
     Decrease in restricted cash                                                                   201                       -
                                                                                  ---------------------   ---------------------

Net cash used in investing activities                                                             (914)                    (11)
                                                                                  ---------------------   ---------------------

Cash Flows from Financing Activities:

     Principal payments on mortgage note                                                        (2,087)                      -
                                                                                  ---------------------   ---------------------


Cash used in financing activities                                                               (2,087)                      -
                                                                                  ---------------------   ---------------------

Net (Decrease) Increase in Cash and Cash Equivalents                                            (4,035)                  1,165

Cash and cash equivalents, beginning of period                                                   8,580                  14,130
                                                                                  ---------------------   ---------------------

Cash and cash equivalents, end of period                                          $              4,545    $             15,295
                                                                                  =====================   =====================


Supplemental Disclosure of Cash Flow Information:

     Cash Paid For Interest                                                       $              1,318    $                  -
                                                                                  =====================   =====================
</TABLE>

                 See notes to consolidated financial statements.

                                     6 of 12

<PAGE>

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                          FORM 10-QSB JUNE 30, 1997

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      GENERAL

        The accompanying financial statements reflect the accounts of 1999
        Broadway Associates Limited Partnership (the "Investor Partnership") and
        1999 Broadway Partnership (the "Operating Partnership"). The Investor
        Partnership and the Operating Partnership are collectively referred to
        as the "Partnerships". These consolidated financial statements,
        footnotes and discussions should be read in conjunction with the
        consolidated financial statements, related footnotes and discussions
        contained in the Partnership's Annual Report on Form 10-KSB for the year
        ended December 31, 1996.

        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. Certain amounts have been reclassified to
        conform to the June 30, 1997 presentation. The balance sheet at December
        31, 1996 was derived from audited financial statements at such date.

        The results of operations for the three and six months ended June 30,
        1997 and 1996 are not necessarily indicative of the results to be
        expected for the full year.

2.      RELATED PARTY TRANSACTIONS

        The Partnership has incurred charges and made commitments to companies
        affiliated by common ownership and management with Winthrop Financial
        Associates, a Maryland Limited Partnership (the "General Partner").
        Related-party transactions with the General Partner and its affiliates
        include the following:

        a.        The Operating Partnership accrues to an affiliate of the
                  General Partner an annual property management fee equal to the
                  greater of 5% of cash receipts or $397,560. For the period
                  ended June 30, 1997, management fees of $198,000 were
                  incurred. In accordance with the Plan of Reorganization (see
                  Note 3), commencing on the Plan's effective date, property
                  management fee payments were reduced to 4% of cash receipts as
                  long as the New Note (as defined below) is outstanding.
                  Management fees of $116,000 were paid during the period ended
                  June 30, 1997.

        b.        The Partnership pays or accrues to the General Partner an
                  annual partnership administration and investor service fee of
                  $100,000, which, since 1990, has been increased annually by 6%
                  to its present level of $160,000 per annum. Fees of $80,000

                  were paid during the period ended June 30, 1997.

3.      PETITION OF RELIEF UNDER CHAPTER 11 AND MODIFICATION OF MORTGAGE LOAN
        PAYABLE

        The Partnership and the holder of the mortgage on the Property (the
        "Lender") reached an agreement pursuant to which the Lender voted in
        favor of the Plan of Reorganization (the "Plan") submitted by the
        Operating Partnership, which was confirmed by the Bankruptcy Court on
        November 13, 1996. The Plan became effective on February 28, 1997
        ("Effective Date") and provides for the modification of the existing
        loan as follows: (i) the maturity date has been extended one year to
        September 1999,

                                     7 of 12


<PAGE>

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                          FORM 10-QSB JUNE 30, 1997

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.      PETITION OF RELIEF UNDER CHAPTER 11 AND MODIFICATION OF MORTGAGE LOAN 
        PAYABLE (CONTINUED)

        (ii) principal payments are based on a 25 year amortization schedule,
        (iii) additional principal payments of $2,000,000 were paid on the
        Initial Consummation Date (as defined below) and on the Plan's Effective
        Date, (iv) monthly interest only payments from the Initial Consummation
        Date to the Effective Date and (v) the modification of the existing
        mortgage as of the Effective Date to incorporate the above modifications
        ("New Note"). The loan continues to bear interest at 9.5% per annum.

        Pursuant to the Plan, on November 26, 1996 (the "Initial Consummation
        Date") the Partnership paid $7,147,000 to the lender. This payment
        consisted of a $2,000,000 principal payment, $3,300,000 of accrued
        interest from October 1, 1995 to November 26, 1996, a $1,000,000 payment
        to a reserve fund for potential debt service shortfalls and to provide
        funds to lease up the property, and approximately $847,000 for
        pre-petition liabilities, other claims of the Lender and costs
        associated with the reorganization. This payment represents the
        satisfaction of the pre-petition liabilities at face value, and,
        accordingly, no gain or loss was recognized. In addition, the following
        covenants have been incorporated in the New Note: (i) property
        management fee payments have been reduced to 4% of cash receipts as long
        as the New Note is outstanding, (ii) no distributions to partners by
        either the Investor or Operating Partnership are permitted while the New
        Note is outstanding (although a distribution from the Investor
        Partnership would constitute a default under the New Note, the lender
        has no lien or other interest in cash that may be distributed by the
        Investor Partnership), (iii) all tenant improvements shall be funded by

        the Investor Partnership and, (iv) minimum tangible net worth
        requirements of the partners of the Operating Partnership.

        The Operating Partnership did not have sufficient cash flows to meet its
        February 1997 debt service requirement due on the outstanding mortgage
        primarily due to the timing of payment of the semi-annual real estate
        taxes. Accordingly, the February 1997 interest only payment of $223,000
        was funded entirely from the reserve fund established at the Initial
        Consummation Date.

                                     8 of 12


<PAGE>

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                          FORM 10-QSB JUNE 30, 1997

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

        This Item should be read in conjunction with the consolidated financial
        statements and other items contained elsewhere in the report.

        Liquidity and Capital Resources

        The Registrant, through its 99.9% ownership interest in 1999 Broadway
        Partnership (the "Operating Partnership"), owns a 42-story office tower
        located in Denver, Colorado together with a parking garage located one
        and one-half blocks northeast of the office tower (collectively, the
        "Property"). The Operating Partnership generates rental revenue from the
        Property and is responsible for the Property's operating expense as well
        as its administrative costs.

        The Registrant's original business plan was to selectively contribute
        its reserves to the Operating Partnership to enhance the Property's
        value (through leasing the Property). The Registrant hoped that the
        Denver market would improve so that the Property could generate cash
        flow distributions and realize capital appreciation above the first
        mortgage loan. The Denver market has not yet achieved the fundamental
        rebound required for the Registrant to achieve its long term investment
        objectives of generating cash flow distributions and realizing capital
        appreciation.

        The Registrant's level of liquidity based on cash and cash equivalents
        decreased by $4,035,000 during the six months ended June 30, 1997, as
        compared to December 31, 1996. The decline is attributable to $1,034,000
        of cash used in operating activities, $914,000 of cash used in investing
        activities and $2,087,000, of cash used in financing activities. Cash
        from operations declined primarily as a result of lower occupancy due to
        restrictions on leasing imposed by the Bankruptcy Court and cash
        expended on current leasing activities. Cash used in investing
        activities consisted of $1,115,000 of cash used for improvements to real
        estate, which was partially offset by a decline of $201,000 in

        restricted cash. Cash used in financing activities consisted of a
        $2,000,000 principal payment on the Plan's Effective Date and mortgage
        principal amortization. During the bankruptcy petition period, the
        Registrant's leasing activity was restricted by the bankruptcy court.
        The Registrant is currently attempting to lease-up the unoccupied space.
        At present, the Registrant is negotiating with a perspective tenant for
        approximately 90,000 square feet of space. However, there is no
        assurance at this time that the lease will be executed. The Registrant
        has budgeted to expend all of its working capital reserves for tenant
        improvements and leasing commissions during the next twelve months, with
        the funding provided by the Investor Partnership. In its efforts to
        obtain new tenants, the Registrant may be required to agree to expend
        amounts in excess of amounts originally budgeted for tenant
        improvements. As a result, it may be necessary for the Registrant to
        obtain additional amounts in the near future either through additional
        financing or permitted equity offerings. The Registrant invests its
        working capital reserves in a money market account.

        The Registrant and the holder of the first mortgage on the Property
        reached an agreement pursuant to which the Lender voted in favor of the
        Plan of Reorganization submitted by the Operating Partnership, which was
        confirmed by the Bankruptcy Court on November 13, 1996. The Plan, as
        approved by the Bankruptcy Court, provides for the modification of the
        existing loan encumbering the property as follows: (i) the maturity date
        has been extended one year to September 1999; and (ii) principal
        payments are based on a 25 year amortization schedule (instead of 30
        years), with a balloon payment being due at maturity. The loan continues
        to bear interest at 9.5% per annum.

                                     9 of 12

<PAGE>

                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                            FORM 10-QSB JUNE 30, 1997

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
        OF OPERATIONS (CONTINUED)

        Liquidity and Capital Resources (Continued)

        On November 26, 1996 (the "Initial Consummation Date" of the Plan) the
        Partnership paid $7,147,000 to the lender. The initial consummation
        payment consisted of a $2,000,000 principal payment, $3,300,000 of
        accrued interest from October 1, 1995 to November 26, 1996, a $1,000,000
        payment to a reserve fund for potential debt service shortfalls and to
        provide funds to lease up the property, and approximately $847,000 for
        pre-petition liabilities, other claims of the Lender and costs
        associated with the reorganization. This payment represents the
        satisfaction of the pre-petition liabilities at face value, and,
        accordingly, no gain or loss was recognized.

        At this time, it appears that the original investment objective of

        capital growth from the inception of the Registrant will not be attained
        and that Limited Partners will not receive a return of their invested
        capital. The extent to which invested capital is refunded to Limited
        Partners is dependent upon the performance of the Property and the
        market in which it is located. Subsequent to September 1999, the ability
        to hold and operate the Property is dependent upon the Operating
        Partnership's ability to restructure or refinance the first mortgage
        loan or sell the property.

        Results of Operations

        Operating results, before non-operating income (expenses), for the six
        months ended June 30, 1997, as compared to 1996, improved by $83,000 due
        to an increase in revenue of $146,000, which was offset by an increase
        in expenses of $63,000. Operating results, before non-operating income
        (expenses), for the three months ended June 30, 1997, as compared to
        1996, improved by $132,000.

        Revenues, for the six months ended June 30, 1997, as compared to 1996,
        increased due to an increase in other income of $139,000 and an increase
        in rental income of $7,000. Other income increased primarily due to the
        accrual of a real estate tax refund to be received. Rental revenues
        remained relatively constant as occupancy (68% in 1996 vs. 67% in 1997)
        and rental rates remained steady.

        Expenses increased by $63,000 for the six months ended June 30, 1997, as
        compared to 1996, primarily due to increases in management and other
        fees ($61,000) and general and administrative costs ($73,000), which
        were partially offset by decreases in depreciation and amortization
        ($43,000) and operating expenses ($23,000). The increase in general and
        administrative expenses relates primarily to advertising expenditures,
        which had previously been restricted by the bankruptcy court and an
        increase in professional fees in 1997. Amortization expense declined due
        to intangible assets becoming fully amortized during 1996.

        Interest income decreased by $153,000 for the six months ended June 30,
        1997, as compared to 1996, due to a decline in average working capital
        reserves available for investment. This decline relates to the various
        payments made by the Partnership on the Initial Consummation Date and
        Effective Date of the Plan of Reorganization.

        Interest expense decreased by $159,000 due to the payment of $4,000,000
        in mortgage principal as part of the Plan of Reorganization and the
        amortization of mortgage principal.

                                    10 of 12


<PAGE>



                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP


                            FORM 10-QSB JUNE 30, 1997

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

     (a)   Exhibits

           27. Financial Data Schedule, is filed as an Exhibit to this report.

     (b)   Reports on Form 8-K:

           No report of Form 8-K was filed during the period.

                                    11 of 12


<PAGE>


                  1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                            FORM 10-QSB JUNE 30, 1997

                                   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.

                 1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP

                 BY:   WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP
                       MANAGING GENERAL PARTNER

                       BY:     /s/ Michael L. Ashner
                               ------------------------- 
                               Michael L. Ashner
                               Chief Executive Officer

                       BY:     /s/ Edward V. Williams
                               ------------------------- 
                               Edward V. Williams
                               Chief Financial Officer

                               DATED: August 5, 1997

                                    12 of 12