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FORM 10K/A
Amendment No. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File Number
December 31, 1999 0-14438
INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85,
A CALIFORNIA LIMITED PARTNERSHIP
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(Exact name of Registrant as specified in its charter)
California 13-3239107
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
5 Cambridge Center, 9th Floor, Cambridge, MA 02142
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 234-3000
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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There is no public market for the Limited Partnership Units. Accordingly,
information with respect to the aggregate market value of Limited Partnership
Units held by non-affiliates of Registrant has not been supplied.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Documents incorporated by reference
None
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The Annual Report on Form 10-K for the Year ended December 31, 1999 of
Integrated Resources High Equity Partners, Series 85, a California limited
partnership, is hereby amended by deleting (i) Item 1. - Competition; (ii) Item
1. - Employees, (iii) Item 7- Management's Discussion and Analysis of Financial
Condition and Results of Operations -Real Estate Market, and (iv) Item 7-
Management's Discussion and Analysis of Financial Condition and Results of
Operations -Impairment of Assets in their entirety and inserting the following
in lieu thereof:
(i) Item 1 - Competition
Competition
The real estate business is highly competitive and, as discussed more
particularly in "Item 2. Properties" and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Real Estate Market",
the properties acquired by the Partnership may have active competition from
similar properties in the vicinity. In addition, various limited partnerships
have been formed by the Managing General Partner and/or its affiliates and
agents that engage in businesses that may be competitive with the Partnership.
The Partnership will also experience competition for potential buyers at such
time as it seeks to sell any of its properties.
(ii) Item 1 - Employees
Employees
On-site personnel perform services for the Partnership at the properties.
Salaries for such on-site personnel are paid by unaffiliated management
companies that service the Partnership's properties. Services are also performed
by the Managing General Partner and by Resources Supervisory Management Corp.
("Resources Supervisory"), an affiliate of the Managing General Partner.
Resources Supervisory currently provides supervisory management and leasing
services for all of the Partnership's properties and subcontracts certain
management and leasing functions to unaffiliated third parties.
The Partnership does not have any employees. Presidio previously retained
Wexford Management LLC ("Wexford") to provide consulting and administrative
services to Presidio and its affiliates, including the Managing General Partner
and the Partnership. The agreement with Wexford expired on May 3, 1998 at which
time Presidio entered into a management agreement with NorthStar Presidio
Management Company, LLC ("NorthStar Presidio"). Under the terms of the
management agreement, NorthStar Presidio provided the day-to-day management of
Presidio and its direct and indirect subsidiaries and affiliates.
Presidio determined that it would be more cost effective to retain AP-PCC
III, L.P. (the "Agent") to provide asset management and investor services for
the Partnership. Accordingly, on October 21, 1999 Presidio entered into a
Services Agreement with the Agent pursuant to which the
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Agent was retained to provide asset management and investor relation services to
Partnership and other entities affiliated with Partnership.
As a result of this agreement, the Agent has the duty to direct the day to
day affairs of Partnership, including, without limitation, reviewing and
analyzing potential sale, financing or restructuring proposals regarding the
Partnership's assets, preparation of all reports, maintaining records and
maintaining bank accounts of Partnership. The Agent is not permitted, however,
without the consent of Presidio, or as otherwise required under the terms of the
Limited Partnership Agreement to, among other things, cause Partnership to sell
or acquire an asset or file for bankruptcy protection.
In order to facilitate the Agent's provision of the asset management
services and the investor relation services, effective October 25, 1999, the
officers and directors of the General Partner resigned and nominees of the Agent
were elected as the officers and directors of the General Partner. See Item 10,
"Directors and Executive Officers of the Partnership". The Agent is an affiliate
of Winthrop Financial Associates, a Boston based company that provides asset
management services, investor relation services and property management services
to over 150 limited partnerships which own commercial property and other assets.
The General Partner does not believe this transaction will have a material
effect on the operations of Partnership.
(iii) Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations - Real Estate Market
Real Estate Market
In the markets in which the Partnership's properties are located, the
market values of existing properties continue to recover from the effects of the
substantial decline in the real estate market in the early 1990's. However, in
select markets, values have been slow to recover, and high vacancy rates
continue to exist in some areas. The geographic diversity of the Partnership's
properties decreases the risk of a significant partnership devaluation resulting
from an isolated market slump in a particular region. The overall economic
outlook for the specific markets in which the Partnership's properties are
located continues to be stable to improving.
The outlook is particularly positive for 568 Broadway as office and retail
space in the Midtown South sub-market in which 568 Broadway is located is
becoming increasingly popular. Little new office and retail space inventory have
been introduced to offset demand in the area, resulting in a favorable operating
environment for the property. Rents are thus anticipated to continue to increase
at the property for the foreseeable future.
Likewise, the outlook for Seattle Tower is positive as extraordinary
business development in the Puget Sound region and the demand for space in the
central business district of Seattle continue. Nonetheless, due to the age of
many of the leases at the building and the functional obsolescence of the
building for many potential tenants, much of the space at Seattle Tower is
currently leased at below market rental rates. The property thus has the
potential for substantially
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improved operations as current leases expire and the capital needs of the
property are addressed. In an effort to maximize rents over the next four years,
in excess of $2.5 million is budgeted for capital improvements at Seattle Tower.
This capital work will attempt to address the extremely outdated mechanical
systems and the lack of technological infrastructure at the property, both of
which are currently impeding the property's realization of market rental rates.
It is anticipated that these improvements coupled with expected overall growth
in the office market in downtown Seattle would position the property for a
substantial improvement in operations in the future.
The prospects for the Partnership's retail properties are also very good as
demand for retail space in the properties' sub-markets is very high and vacancy
low. Both Southport and Loch Raven are situated in well-established commercial
areas, and are extremely popular in their respective communities. The general
economies and demographic trends in both the Baltimore and Fort Lauderdale
sub-markets in which the properties operate suggest a sound outlook for the
properties. Demand for office and research and development space in the Kearny
Mesa office sub-market in which Century Park is located is very strong,
contributing to historically high occupancy levels in the area. New supply that
is entering the marketplace is, however, expected to slow the growth of rental
rates and the market has begun to soften slightly. Nonetheless, overall growth
in the real estate market is expected to continue and the property is believed
to be well situated and adequately configured to benefit from this anticipated
improvement. The extent to which Century Park will realize the benefit of any
market appreciation will, however, be subject to the terms of the existing
leases at the property, which are not scheduled to expire for several years.
Technological changes are also occurring which may reduce the space needs
of many tenant and potential tenants and may alter the demand for amenities and
power supplies at the Partnership's properties. As a result of these changes and
the continued risk for overall market volatility, the Partnership's potential
for realizing the full value of its investment in the properties is at continued
risk.
(iv) Item 7- Management's Discussion and Analysis of Financial Condition and
Results of Operations -Impairment of Assets
IMPAIRMENT OF ASSETS
The Partnership evaluates the recoverability of the net carrying value of
its real estate and related assets at least annually, and more often if
circumstances dictate. If there is an indication that the carrying amount of a
property may not be recoverable, the Partnership prepares an estimate of the
future undiscounted cash flows expected to result from the use of the property
and its eventual disposition, generally over a five-year holding period. In
performing this review, management takes into account, among other things, the
existing occupancy, the expected leasing prospects of the property and the
economic situation in the region where the property is located.
If the sum of the expected future undiscounted cash flow is less than the
carrying amount of the property, the Partnership recognizes an impairment loss,
and reduces the carrying amount of the asset to its estimated fair value. Fair
value is the amount at which the asset could be bought or sold
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in a current transaction between willing parties, that is, other than in a
forced or liquidation sale. Management estimates fair value using discounted
cash flows or market comparables, as most appropriate for each property.
Independent certified appraisers are utilized to assist management, when
warranted.
Impairment adjustments to reduce the carrying value of the real estate
assets recorded by the Partnership do not affect the tax basis of the assets and
are not included in the determination of taxable income or loss.
Management is not aware of any other current trends, events, or commitments
that will have a significant impact on the long-term value of the properties.
However, because the cash flows used to evaluate the recoverability of the
assets and their fair values are based upon projections of future economic
events such as property occupancy rates, rental rates, operating cost inflation
and market capitalization rates which are inherently subjective, the amounts
ultimately realized at disposition may differ materially from the net carrying
values at the balance sheet dates. The cash flows and market comparables used in
this process are based on good faith estimates and assumptions developed by
management. Unanticipated events and circumstances may occur and some
assumptions may not materialize. Actual results may vary from the estimates and
the variances may be material.
All of the Partnership's properties have experienced varying degrees of
operating difficulties and the Partnership recorded significant impairment
adjustments in prior years. Improvements in the real estate market and in
property operations resulted in no adjustments for impairment being needed from
1996 through December 31, 1999.
The following table represents the impairment adjustments recorded against
the Partnership's assets held as of December 31, 1999:
Property
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Seattle Tower $ 6,050,000
Century Park I 11,700,000
568 Broadway 10,821,150
Loch Raven 4,800,000
Southport 4,900,000
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$38,271,150
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf of the undersigned, thereunto duly authorized.
INTEGRATED RESOURCES HIGH EQUITY PARTNERS,
SERIES 85, A CALIFORNIA LIMITED PARTNERSHIP
By: RESOURCES HIGH EQUITY, INC.
Managing General Partner
Dated: September 14, 2000 By: /s/ Michael L. Ashner
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Michael L. Ashner
President and Director
(Principal Executive Officer)
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