UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________________ to _________________
Commission file number 0-14645
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DIVERSIFIED HISTORIC INVESTORS II
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2361261
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1609 WALNUT STREET, PHILADELPHIA, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 557-9800
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: 20,593.3 Units
UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of Class)
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
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. [ ]
Aggregate market value of Units held by non-affiliates of the
Registrant: Not Applicable*
* Securities not quoted in any trading market to Registrant's
knowledge.
<PAGE>
PART I
Item 1. Business
a. General Development of Business
Diversified Historic Investors II ("Registrant") is a
limited partnership formed in 1984 under Pennsylvania law. As of
December 31, 1998, Registrant had outstanding 20,593.3 units of
limited partnership interest (the "Units").
Registrant is presently in its operating stage. It
originally owned four properties or interests therein. Its interest
in one property has been lost through foreclosure. It currently owns
three properties or interests therein. See Item 2. Properties, for a
description thereof. For a discussion of the operations of the
Registrant, see Part II, Item 7. Management's Discussion and Analysis
of Financial Conditions and Results of Operations.
b. Financial Information about Industry Segments
The Registrant operates in one industry segment.
c. Narrative Description of Business
Registrant is in the business of operating,
holding, selling, exchanging and otherwise dealing in and with real
properties containing improvements which are "Certified Historic
Structures," as such term is defined in the Internal Revenue Code (the
"Code"), or which are eligible for designation as such, for use as
apartments, offices, hotels and commercial spaces, or any combination
thereof, or low income housing eligible for the tax credit provided by
Section 42 of the Code, and such other uses as the Registrant's
general partner may deem appropriate.
Since the Registrant's inception, all the
properties acquired either by the Registrant, or the subsidiary
partnerships in which it has an interest, have been rehabilitated and
certified as historic structures and have received the related
investment tax credit. Two of the properties are held for rental
operations and one is operated as a hotel. As of the date hereof it
is anticipated that all the properties will continue to be held for
these purposes. At such time as real property values begin to
increase, the Registrant will re-evaluate its investment strategy
regarding the properties.
As of December 31, 1998, Registrant owned three
properties (or interests therein), located in Pennsylvania (one),
Maryland (one), and Georgia (one). In total, the three properties
contain 269 apartment units, 73,366 square feet ("sf") of
commercial/retail space and 44 hotel rooms. As of December 31, 1998,
264 of the apartment units were under lease at monthly rental rates
ranging from $650 to $1,815 and approximately 64,729 sf of commercial
space was under lease at annual rental rates ranging from $5.33 per sf
to $26.26 per sf. Throughout 1998, all of the hotel rooms were
available for use. During 1998, the hotel maintained an average
nightly room rate of $128.06 and average occupancy of 75%. Rental of
the apartments and commercial space is not expected to be seasonal.
However the hotel does experience seasonal changes, with the busiest
months being March, April and October and the slowest months being
January and December. For further discussion of the properties, see
Item 2. Properties.
The Registrant is affected by and subject to the
general competitive conditions of the residential and commercial real
estate industry. As a result of the overbuilding that occurred in the
1980's, the competition in the local markets where the Registrant's
properties are located is generally strong. As a result, the
Registrant is forced to keep its rent levels competitively low in
order to maintain moderate to high occupancy levels. One residential
property is located in the suburbs of Philadelphia and the other is
located in the Historic District of the Inner Harbor in Baltimore. In
both locations the competition for tenants remains stiff and several
similar buildings exist. The apartment market remains stable and new
construction remains virtually nonexistent although the availability
of favorable home financing has placed pressure on the rental tenant
base.
The hotel is located in Savannah, Georgia and is
one of several historic buildings which have been converted into
hotels and inns. The hotel relies heavily on the tourist trade which
is on the upswing in Savannah. The hotel is generally considered to
be a market leader, due to its location on "River Street", the main
shopping and entertainment area on the river, and the fact that it
provides a full array of hotel amenities, not just a "bed and
breakfast" atmosphere.
Registrant has no employees. Registrant's
activities are overseen by Brandywine Construction & Management, Inc.,
("BCMI"), a real estate management firm.
d. Financial Information About Foreign and Domestic
Operations and Export Sales.
See Item 8. Financial Statements and Supplementary
Data.
Item 2. Properties
As of the date hereof, Registrant owned three
properties, or interests therein. A summary description of each
property held at December 31, 1997 is given below.
a. Tindeco Wharf - consists of 240 apartment units
and approximately 41,307 sf of commercial space located at 2809 Boston
Street in the Fell's Point-Canton Historic District of Baltimore,
Maryland. In October 1985, Registrant was admitted with an 85%
interest, to Tindeco Wharf Partnership ("TWP"), a Maryland general
partnership, for a cash contribution of $7,271,300. Registrant
subsequently increased its ownership interest in TWP to 90% by
purchasing an additional 5% interest for $262,500. TWP acquired and
rehabilitated this Property at an approximate cost of $28,600,000 ($66
per sf), funded by the equity contribution and mortgage financing of
$21,869,600. The mortgage financing is comprised of mortgage revenue
bonds and a Urban Development Action Grant ("UDAG") loan. Other
financing includes a loan from the developer of $2,300,000 and
operating deficit loans from both the property manager and D, LTD in
the original principal amounts of $300,000 and $200,000 respectively.
The excess of equity and mortgage financing over the acquisition and
rehabilitation costs was utilized to provide various escrow deposits
and required reserves.
The City of Baltimore issued mortgage revenue
refunding bonds, Series 1992, (GNMA collateralized) for the purpose of
providing permanent financing for TWP. The bonds are backed by a HUD-
insured mortgage ("the note"). The note, held by GNMA as lender,
bears interest at a rate of 9.75% per annum and is secured by a first
mortgage on the property. Principal and interest is payable in
monthly installments of $143,801. The note matures December 2028.
The refunding issue bears interest at an average rate of 6.62%. The
difference in the interest on the mortgage and the refunding bonds is
returned to the Partnership for operations.
The principal balance of the bonds was $16,737,463
at December 31, 1998. The bonds are comprised of both serial and term
bonds. The serial bonds bear interest rates ranging from 4.6% to 6.1%
and mature semi-annually from June 1999 through December 2006. The
term bonds bear interest at rates ranging from 6.5% to 6.7% and mature
in 2012, 2024, and 2028. The UDAG loan (which has a balance of
$4,953,471 at December 31, 1998) bore interest at 4% through August
1994 and at 7 1/2% thereafter. This loan is due in 2004. The
developer's loan (principal balance of $2,300,000 at December 31,
1998) and the operating deficit loans (aggregate principal balance of
$15,893 at December 31, 1998) all bear interest at 12% and are payable
on a pro-rata basis out of cash flow from the property. The
developer's loan is due in 2005, or upon earlier sale or refinancing
of the property. The operating deficit loans are due in 2007, or upon
earlier sale or refinancing of the property.
The property is managed by BCMI. As of December
31, 1998, 235 apartment units (98%) and 40,157 sf of commercial space
(97%) were under lease. Monthly rental rates range from $810 to
$1,815 for apartments and annual rental rates ranging from $5.33 to
$25.34 per sf for commercial space. All residential leases are
renewable, one-year leases. The occupancy for the residential units
for the previous four years was 98% for 1997, 95% for 1996, 97% for
1995 and 95% for 1994. The monthly rental range has been
approximately the same since 1994. The occupancy for the commercial
space for the previous four years has been 100% for 1997, 100% for
1996, 85% for 1995 and 93% for 1994. The range for annual rents has
been $5.33 to $19.47 per sf for 1997, $5.33 to $19.47 per sf for 1996,
$5.33 to $18.54 per sf for 1995 and $10.30 to $22.39 per sf for 1994.
There are four tenants who each occupy ten percent or more of the
commercial rentable square footage. They operate principally as a
medical office, restaurant, a fitness club and a travel agency.
The following is a table showing commercial lease
expirations at Tindeco Wharf for the next five years.
Total annual % of gross
Number of Total sf of rental covered annual rental
Years Leases expiring Expiring leases by expiring leases from property
1999 3 7,999 $165,831 4%
2000 1 4,469 63,491 2%
2001 2 6,139 93,547 2%
2002 0 0 0 0%
2003 0 0 0 0%
Thereafter 2 21,550 251,999 6%
There are three leases which expire in 1999. The
Registrant is currently negotiating a lease extension with the tenant
who occupies 5,105 sf. Although there can be no assurances that a
lease will be finally executed, the negotiations currently contemplate
a five-year extension with for an increase in the rent to market
rates. The second lease for 950 sf expires April 30, 1999 and the
tenant has notified the Registrant that they intend to vacate. The
Registrant is actively marketing the space to prospective tenants.
The third lease is for 1,944 sf and expires November 30,1999. There
have been no negotiations but the Registrant expects the tenant to
renew at current market rates.
For tax purposes, this property has a federal tax
basis of $29,684,172 and is depreciated using the straight-line method
with a useful life of 27.5 years. The annual real estate taxes are
$420,795 which is based on an assessed value of $17,359,517, taxed at
a rate of $6.06 per $100. It is the opinion of the management of the
Registrant that the property is adequately covered by insurance.
b. River Street Inn/Factor's Walk - consists of 44
hotel rooms and 22,559 sf of commercial space located at 115 E. River
Street in Savannah, Georgia. In August 1985, Registrant was admitted
with a 99% interest in Factor's Walk Partners ("FWP") a Georgia
general partnership, for $3,600,409. FWP acquired and rehabilitated
the Property for $8,900,409 ($127 per sf), including financing through
an issuance by a governmental agency of tax-exempt bonds in the
principal amount of $5,800,000. The excess of equity and mortgage
financing over the acquisition and rehabilitation costs was utilized
to provide working capital reserves of $500,000. The bonds bore
interest at TENR (a rate based on yields of high quality, short-term
tax exempt obligations) plus 0.5% until December 30, 1996 and were
guaranteed by a private corporation. On December 30, 1996, both the
bonds and the guarantee were sold. The new holder of the bonds
exercised its right to convert the interest rate from the variable
rate to 14% due to the credit rating of the new guarantor. The
principal balance of the bonds at December 31, 1998 was $5,920,572 and
are due in 2015.
The property is managed by BCMI. As of December
31, 1998, 16,652 sf of the commercial space (74%) was under lease at
annual rental rates ranging from $7.11 to $26.26 per sf. The Property
also maintains 44 operating hotel rooms at an average nightly rate of
$128.06; average occupancy for 1998 was approximately 75%. The hotel
occupancy rate for the previous four years was 74% for 1997, 77% for
1996, 78% for 1995 and 74% for 1994. The average room rates were
$106.06 for 1997, $100.92 for 1996, $94.54 for 1995 and $90.18 for
1994. The occupancy for the commercial space was 96% for 1997, 97%
for 1996, 83% for 1995, 92% for 1994. The range for annual rents was
$7.11 to $25.82 per sf for 1997, $5.53 to $25.27 per sf for 1996,
$5.53 to $24.53 per sf for 1995 and $1.58 to $23.12 per sf for 1994.
There are two tenants who each occupy ten percent or more of the
rentable square footage. They operate principally as a restaurant and
a retail store.
The following is a table showing commercial lease
expirations at Factor's Walk for the next five years.
Total annual % of gross
Number of Total sf of rental covered annual rental
Years Leases expiring expiring leases by expiring leases from property
1999 0 0 0 0%
2000 3 3,096 53,244 3%
2001 4 5,334 82,040 4%
2002 1 400 6,600 <1%
2003 3 2,640 37,377 2%
Thereafter 1 4,072 46,848 2%
For tax purposes, this property has a federal tax
basis of $9,554,816 and is depreciated using the straight-line method
with a useful life of 27.5 years. The annual real estate taxes are
$67,506 which is based on an assessed value of $3,343,870, taxed at a
rate of $3.40 per $100. It is the opinion of the management of the
Registrant that the property is adequately covered by insurance.
c. Washington Square - consists of 9,500 sf of
commercial space and 29 residential units located at 320 N. Church
Street, West Chester, Pennsylvania. In October 1985, Registrant
acquired and rehabilitated the Property for $2,750,000 ($79 per sf;
such amount is exclusive of $170,883 of capitalized fees incurred
which were funded by Registrant's equity contributions), including
mortgage financing of $1,600,000. The mortgage loan (principal
balance of $1,080,615 at December 31, 1998) bears interest at the
Federal Reserve Discount rate plus 2% with a minimum of 7% and a
maximum of 15% (7% at December 31, 1998) and is due in October 2005.
The property is managed by BCMI. As of December
31, 1998, 7,920 sf of commercial space (83%) was rented at annual
rates ranging from $7.56 per sf to $12.60 per sf. At December 31,
1998, all of the residential units (100%) were under lease at monthly
rental rates ranging from $650 to $1,100. All residential leases are
renewable, one-year leases. The occupancy for the residential units
for the previous four years was 86% for 1997, 100% for 1996, 97% for
1995 and 98% for 1994. The monthly rental range has been
approximately the same since 1994. The occupancy for the commercial
space for the previous four years was 87% for 1997, 86% for 1996, 97%
for 1995, and 100% for 1994. The range for annual rents has been
$8.00 to $13.00 per sf for 1997, $6.00 to $13.00 per sf for 1996,
$6.00 to $12.00 per sf for 1995 and $6.00 to $13.23 per sf for 1994.
The following is a table showing commercial lease
expirations at Washington Square for the next five years.
Total annual % of gross
Number of Total sf of rental covered annual rental
Years Leases expiring expiring leases by expiring leases from property
1999 2 3,680 $34,714 9%
2000 0 0 0 0%
2001 1 1,330 16,772 15%
2002 0 0 0 0%
2003 0 0 0 0%
Thereafter 1 2,910 32,000 9%
There are two leases which expire in 1999.
Although no firm commitments have been made, the Registrant
anticipates that the leases which are scheduled to expire in 1999 will
be extended for at least an additional year, due to the availability
of renewal options under the leases.
For tax purposes, this property has federal tax
basis of $2,926,808 and is depreciated using the straight-line method
with a useful life of 27.5 years. The annual real estate taxes are
$29,059 which is based on an assessed value of $119,610 taxed at a
rate of $24.295 per $100. It is the opinion of the management of the
Registrant that the property is adequately covered by insurance.
Item 3. Legal Proceedings
a. For a description of legal proceedings involving
Registrant's properties, see Part II, Item 7. River Street
Inn/Factor's Walk Partners.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fiscal years covered
by this report to a vote of security holders.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
a. There is no established public trading market for
the Units. Registrant does not anticipate any such market will
develop. Trading in the Units occurs solely through private
transactions. The Registrant is not aware of the prices at which
trades occur. Registrant's records indicate that 34 Units of record
were sold or exchanged in 1998.
b. As of December 31, 1998, there are 2,565 record
holders of Units.
c. Registrant did not declare any cash dividends in
1998 or 1997
Item 6. Selected Financial Data
The following selected financial data are for the five
years ended December 31, 1998. The data should be read in conjunction
with the consolidated financial statements included elsewhere herein.
This data is not covered by the independent auditors' report.
1998 1997 1996 1995 1994
Rental income $ 4,623,527 $ 4,463,462 $ 4,303,963 $ 4,103,099 $ 3,950,879
Hotel revenues 1,582,824 1,282,525 1,282,662 1,230,057 1,108,942
Interest income 35,575 29,639 18,654 28,988 9,219
Net loss (3,457,494) (2,262,184) (2,426,416) (2,869,321) (2,980,282)
Net loss per Unit (143.27) (166.22) (108.75) (116.65) (137.94)
Total assets(net 26,503,288 27,143,753 28,633,916 29,418,648 30,742,909
of depreciation
and amortization)
Debt obligations 32,808,014 32,712,165 33,087,679 33,161,299 33,527,230
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(1) Liquidity
At December 31, 1998, Registrant had cash of
$219,254. Cash generated from operations is used primarily to fund
operating expenses and debt service. If cash flow proves to be
insufficient, the Registrant will attempt to negotiate loan
modifications with the various lenders in order to remain current on
all obligations and to defer administrative costs. The Registrant is
not aware of any additional sources of liquidity.
As of December 31, 1998, Registrant had restricted
cash of $1,095,373 consisting primarily of funds held as security
deposits, replacement reserves and escrows for taxes. As a
consequence of these restrictions as to use, Registrant does not deem
these funds to be a source of liquidity.
In recent years the Registrant has realized
significant losses, including the foreclosure of one property, due to
the properties' inability to generate sufficient cash flow to pay
their operating expenses and debt service. At the present time, all
three remaining properties are able to pay their operating expenses
and debt service but it is unlikely that any cash will be available to
the Registrant to pay its general and administrative expenses. In the
legal proceeding involving the Morrison Clark Inn (see "Results of
Operations" below in this Item 7), a property formerly owned by the
Registrant, if Capital Bank executes upon its $1,800,000 judgment with
respect to the Registrant, it is expected to have significant adverse
impact on the Registrant since there is insufficient available cash to
pay the judgment. Any such execution could result in a forced sale of
the Registrant's remaining properties. However, the Registrant has in
the past, been able to obtain forbearance on execution for several
years upon payment of a $20,000 fee to the judgment creditor and
believes it may be able to do so when the current forbearance period
ends in July 1999.
It is the Registrant's intention to continue to
hold the properties until they can no longer meet the debt service
requirements and the properties are foreclosed, or the market value of
the properties increases to a point where they can be sold at a price
which is sufficient to repay the underlying indebtedness (principal
plus accrued interest).
(2) Capital Resources
Any capital expenditures needed are generally
replacement items and are funded out of cash from operations or
replacement reserves, if any. The Registrant is not aware of any
factors which would cause historical capital expenditures levels not
to be indicative of capital requirements in the future and,
accordingly, does not believe that it will have to commit material
resources to capital investment for the foreseeable future.
(3) Results of Operations
During 1998, Registrant incurred a net loss of
$2,980,282 ($143.27 per limited partnership unit), compared to a net
loss of $3,457,494 ($166.22 per limited partnership unit), in 1997 and
a net loss of $2,262,184 ($108.75 per limited partnership unit), in
1996.
Rental and hotel income increased from $5,586,625
in 1996 and to $5,745,987 in 1997 to $6,206,351 in 1998. The increase
from 1997 to 1998 is due to an increase in residential rental income
at both Washington Square and Tindeco Wharf due to an increase in the
average rental rates combined with an increase in hotel income due to
an increase in the average nightly rate ($106.06 to $128.06) at the
River Street Inn. The increase from 1996 to 1997 was the result of an
increase in residential rental income due to increases in the average
rental rates at both Washington Square and Tindeco Wharf and an
increase in the average rental rates in the commercial space at
Factor's Walk.
Interest income increased from $18,654 in 1996 to
$29,639 in 1997 and to $35,575 in 1998. The increases from 1997 to
1998 and from 1996 to 1997 were the result of changes in the balances
of the restricted cash which generated the interest income.
Rental operations expenses increased from
$1,684,209 in 1996 to $1,858,157 in 1997 and decreased to $1,850,883
in 1998. The decrease from 1997 to 1998 resulted mainly from a
decrease in maintenance expense due to a lower turnover of apartment
units in 1998 as compared to 1997 at Washington Square and a decrease
in legal fees at Tindeco Wharf due to fees incurred in connection with
a review of the underlying loan documents in 1997 with no comparable
fees in 1998. The increase from 1996 to 1997 was due to an increase
in legal expense at Tindeco Wharf as a result of legal fees incurred
in connection with a review of the loan documents pertaining to the
financing of the property partially offset by a decrease in utilities
expense due to a decrease in the average consumption at both Tindeco
Wharf and Washington Square.
Hotel operations expense increased from $1,317,387
n 1996 to $1,385,410 in 1997 to $1,423,018 in 1998. The increase from
1997 to 1998 is due to an increase in legal fees partially offset by a
decrease in administrative expenses. Legal fees increased due to fees
paid in connection with a settlement agreement with the previous
guarantor in 1998. Administrative expense increased due to a
misapplication of payments on a note payable where the payments should
have been classified as administrative expenses. The increase from
1996 to 1997 is the result of an increase in administration expenses
partially offset by a decrease in rent and management fee expense.
Administrative expense increased due to a misapplication of payments
on a note payable where the payments should have been classified as
administrative expenses. Rent expense decreased due to the assignment
of a lease with respect to the adjacent property to another entity
which will develop that property (see below). Management fee expense
decreased due to a change in the management contract which allows for
a management fee based on a fixed percentage of revenues.
Interest expense increased from $3,198,970 in 1996
to $3,975,462 in 1997 to $4,007,500 in 1998. The increase from 1997
to 1998 is due to an increase in interest expense at Tindeco Wharf due
to the accrual of interest on a higher average balance on the second
mortgage. The balance increased due to the capitalization of interest
accrued but not paid on certain loans, as described below. The
increase from 1996 to 1997 is due to an increase in the average
interest rate at Factor's Walk combined with an increase in interest
expense at Tindeco Wharf due to the accrual of interest on a higher
average balance on the second mortgage. The balance increased due to
the capitalization of interest accrued but not paid on certain loans,
as described below.
Depreciation and amortization increased from
$1,707,209 in 1996 to $1,714,090 in 1997 and increased to $1,742,807
in 1998. The increase from 1997 to 1998 and from 1996 to 1997 is due
to an increase at Tindeco Wharf due to the depreciation of fixed asset
additions.
In 1998, losses of $2,456,000 were incurred at the
Registrant's three properties compared to $2,711,000 in 1997 and
$1,772,000 in 1996. A discussion of property operations/activities
follows:
In 1998, Tindeco Wharf sustained a loss of
$1,559,000 including $1,201,000 of depreciation and amortization
expense and $1,094,000 of deferred interest (reflecting interest
accrued but not paid on the developer's and operating deficit loans)
compared to a loss of $1,642,000 including $1,175,000 of depreciation
and amortization expense and $708,000 of deferred interest in 1997 and
a loss of $1,544,000, including $1,162,000 of depreciation and
amortization expense and $846,000 of deferred interest in 1996. The
decrease in the loss from 1997 to 1998 is the result of an increase in
residential rental income and interest income combined with a decrease
in legal fees partially offset by an increase in interest and
depreciation expense. Residential rental income increased due to an
increase in the average rental rates and interest income increased due
an increase in the balance of the restricted cash which generates the
interest income. Legal fees decreased due to fees incurred in
connection with a review of the loan documents pertaining to the
financing of the property in 1997 with no comparable fees in 1998.
Interest expense increased due to an increase in the principal balance
upon which interest is calculated. Depreciation expense increased due
to the depreciation of fixed asset additions. The increase in the
loss from 1996 to 1997 is the result of an increase in interest,
depreciation and legal expense partially offset by an increase in
residential rental income and interest income combined with a decrease
in utilities expense due to a decrease in the average consumption.
Interest expense increased due to an increase in the principal balance
upon which interest is calculated due to the capitalization of
interest accrued but not paid on certain loans, as described above.
Depreciation expense increased due to the depreciation of fixed asset
additions and legal fees increased due to fees incurred in connection
with a review of the loan documents pertaining to the financing of the
property. Residential rental income increased due to an increase in
the average rental rates and interest income increased due an increase
in the balance of the restricted cash which generates the interest
income.
In 1998, River Street Inn sustained a loss of
$907,000 including $371,000 of depreciation and amortization expense
compared to a loss of $1,038,000 including $372,000 of depreciation
and amortization expense in 1997 and a loss of $199,000, including
$381,000 of depreciation expense in 1996. The decrease in the loss
from 1997 to 1998 is due to an increase in hotel income combined with
a decrease in administrative expenses partially offset by an increase
in legal fees. Hotel income increased due to an increase in the
average nightly rate ($106.06 to $128.06). Administrative expense
increased due to a misapplication of payments on a note payable where
the payments should have been classified as administrative expenses.
Legal fees increased due to fees paid in connection with a settlement
agreement in with the previous guarantor in 1998. The increased loss
from 1996 to 1997 is the result of an increase in interest and
administration expenses partially offset by an increase in rental
income and a decrease in rent and management fee expense. Interest
expense increased due to an increase in the interest rate and
administrative expense increased due to a misapplication of payments
on a note payable where the payments should have been classified as
administrative expenses. Rental income increased due to an increase
in the average rental rates in the commercial space of the hotel.
Rent expense decreased due to the assignment of a lease with respect
to the adjacent property to another entity which will develop that
property (see below). Management fee expense decreased due to a
change in the management contract which allows for a management fee
based on a fixed percentage of revenues.
FWP is involved in one legal proceeding as
discussed below:
J. A. Jones Construction Company ("Jones")
contracted with FWP for the renovation of what was originally a
warehouse, into the River Street Inn/Factor's Walk. During
construction, numerous disputes arose between the parties. As a
result of those disputes, Jones abandoned the project prior to
completion and filed suit in the matter of J.A. Jones Construction
Company v. Factor's Walk Partners in the United States District Court
for the Northern District of Georgia. On January 1, 1994, the court
entered a judgment in favor of Jones and against FWP in the amount of
$1,069,017. The judgment accrued interest at 9.5% and $62,562 of
interest was accrued in both 1994 and 1995. FWP filed an appeal and
this appeal was held in abeyance while FWP and Jones participated in a
court sponsored settlement program. On November 8, 1996, a settlement
agreement was reached whereby a note in the amount of $1,000,000 was
issued. The note calls for 6% interest until September 1, 1997, with
the rate increasing .5% on each August 1 thereafter to a maximum rate
of prime plus 2% (therefore, 7% at December 31, 1998) and is due on
October 1, 2011. Interest is due quarterly. The Registrant
recognized a gain in the amount of $238,312 for the excess of the
amount of the judgment over the amount stipulated in the settlement
agreement in 1996.
On June 30, 1992, DHP, Inc. assigned to D, LTD a
note receivable, from FWP to the Registrant, that had been assigned to
DHP, Inc. The note was in the stated amount of $55,951 and bore
interest at 10%; the note was due on June 30, 1997. On January 13,
1994 D, LTD obtained a judgment on this note in the amount of $73,184
in Common Pleas Court for Philadelphia County, Pennsylvania. The
judgment accrues interest at 15%. The judgment provided that all
future distributions, in any form, due to the Registrant on account of
its ownership interest in FWP, be immediately delivered to D, LTD.
Interest accrued during 1998 was $21,249. The balance of the note at
December 31, 1998 was $153,435.
In 1998, Washington Square recognized income of
$10,000 including $117,000 of depreciation expense compared to a loss
of $31,000 including $113,000 of depreciation expense in 1997 and a
loss of $29,000 including $110,000 of depreciation expense in 1996.
The decrease in the loss from 1997 to 1998 resulted mainly from an
increase in rental income due to an increase in the average rental
rates combined with a decrease in maintenance expense. Maintenance
expense decreased due to a lower turnover of apartment units in 1998
as compared to 1997. The increase in the loss from 1996 to 1997 is
due to an increase in interest expense partially offset by an increase
in rental income due to an increase in the average rental rates and a
decrease in utilities expense. Interest expense increased due to
default interest incurred on the mortgage while utilities expense
decreased due to the mild weather experienced in 1997.
On June 30, 1992, DHP, Inc. assigned to D, LTD a
note receivable from the Registrant in the stated amount of $404,046.
The note bore interest at 10% and was due on June 30, 1997. On March
23, 1993 D, LTD obtained a judgment on this note in the amount of
$454,299 in Common Pleas Court for Philadelphia County, Pennsylvania.
The judgment accrues interest at 15%. Interest accrued during 1998
and 1997 was $147,747 and $408,037, respectively. Payments on the
judgment are to be made from available cash flow from Washington
Square and before any distribution can be made to the Registrant's
limited partners. The balance of the note at December 31, 1998 is
$997,365.
In February 1993, one of the Registrant's
properties, the Morrison-Clark Inn, was foreclosed by the lender. In
November 1993, the lender obtained a judgment in the matter of Capital
Bank, N.A. v. Diversified Historic Investors II in the amount of
$1,800,000. In return for payment of $20,000, Capital Bank has agreed
to forbear from executing on the judgment until July 6, 1999.
Although there have been no discussions, the Registrant anticipates
that it will be able to extend the forbearance agreement for several
more years for similar consideration.
Item7A. Quantitative and Qualitative Disclosures about Market
Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
Registrant is not required to furnish the supplementary
financial information referred to in Item 302 of Regulations S-K.
<PAGE>
Independent Auditor's Report
To the Partners of
Diversified Historic Investors II
We have audited the accompanying consolidated balance sheet of
Diversified Historic Investors II (a Pennsylvania limited partnership)
and subsidiaries as of December 31, 1998 and 1997 and the related
statements of operations and changes in partners' equity and cash
flows for the years ended December 31, 1998, 1997 and 1996. These
consolidated financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audit. We did
not audit the financial statements of Tindeco Wharf Partnership, which
statements reflect total assets of $19,072,099 and $19,292,293 as of
December 31, 1998 and 1997, respectively, and total revenues of
$3,954,174 and $3,751,874, respectively for the years then ended.
Those statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts
included for Tindeco Wharf Partnership, is based solely on the report
of the other auditors.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other
auditors, the consolidated financial statements referred to above
presents fairly, in all material respects, the financial position of
Diversified Historic Investors II and subsidiaries as of December 31,
1998 and 1996, and the results of operations and cash flows for the
years ended December 31, 1998, 1997 and 1996 in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Schedule of Real
Estate and Accumulated Depreciation on page 28 is presented for the
purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to
the auditing procedures applied in the audit of the consolidated
financial statements and, in our opinion, which insofar as it relates
to Tindeco Wharf Partnership is based solely on the report of other
auditors, such information is fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
As discussed in Note C of the financial statements, Diversified
Historic Investors II is liable for payment of a $1,800,000 guarantee
resulting from the foreclosure on a property in 1993. In the past the
partnership has been able to continue the forebearance when the period
ends in July, 1999. If the lender executes judgment it is expected to
have significant adverse impact on the partnership and could result in
a forced sale of the remaining properties.
Gross, Kreger & Passio
Philadelphia, Pennsylvania
April 5, 1999
<PAGE>
Independent Auditor's Report
To the Partners of
Tindeco Wharf Partnership
We have audited the accompanying balance sheet of Tindeco Wharf
Partnership as of December 31, 1998, and the related statements of
profit and loss, partners' deficit and cash flows for the year then
ended. The financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Tindeco
Wharf Partnership as of December 31, 1998, and the results of its
operations, the changes in partners' deficit and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.
Grant Thorton
Philadelphia, Pennsylvania
April 3, 1999
<PAGE>
DIVERSIFIED HISTORIC INVESTORS II
(a limited partnership)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Consolidated financial statements: Page
Consolidated Balance Sheets at December 31, 1998 and 1997 17
Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1997, and 1996 18
Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1998, 1997, and 1996 19
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 20
Notes to consolidated financial statements 21-27
Financial statement schedules:
Schedule XI - Real Estate and Accumulated Depreciation 29
Notes to Schedule XI 30
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS II
(a limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997
Assets
1998 1997
Rental properties at cost:
Land $ 934,582 $ 934,582
Buildings and improvements 40,542,742 39,666,989
Furniture and fixtures 3,026,576 2,866,600
---------- ----------
44,503,900 43,468,171
Less - accumulated depreciation (21,218,232) (19,522,725)
---------- ----------
23,285,668 23,945,446
Cash and cash equivalents 219,254 71,023
Restricted cash 1,095,373 1,293,871
Accounts receivable 71,582 48,911
Other assets (net of accumulated
amortization of $351,780 and $288,791) 1,831,411 1,784,502
---------- ----------
Total $26,503,288 $27,143,753
========== ==========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $32,808,014 $32,712,165
Accounts payable:
Trade 2,827,452 2,565,803
Related parties 1,521,734 1,496,403
Interest payable 11,343,408 9,576,402
Tenant security deposits 249,134 242,687
Other liabilities 1,293,221 1,109,686
---------- ----------
Total liabilities 50,042,963 47,703,146
---------- ----------
Partners' equity (23,539,675) (20,559,393)
---------- ----------
Total $26,503,288 $27,143,753
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS II
(a limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
Revenues:
Rental income $4,623,527 $4,463,462 $4,303,963
Hotel income 1,582,824 1,282,525 1,282,662
Interest income 35,575 29,639 18,654
--------- --------- ---------
Total revenues 6,241,926 5,775,626 5,605,279
--------- --------- ---------
Costs and expenses:
Rental operations 1,850,883 1,858,158 1,684,209
Hotel operations 1,423,018 1,385,410 1,317,387
General and administrative 198,000 300,000 198,000
Interest 4,007,500 3,975,462 3,198,970
Depreciation and amortization 1,742,807 1,714,090 1,707,209
--------- --------- ---------
Total costs and expenses 9,222,208 9,233,120 8,105,775
--------- --------- ---------
Loss before extraordinary item (2,980,282) (3,457,494) (2,500,496)
Extraordinary gain 0 0 238,312
--------- --------- ---------
Net loss ($2,980,282) ($3,457,494) ($2,262,184)
========= ========= =========
Net loss per limited partnership unit:
Loss before extraordinary item ($ 143.27) ($ 166.22) ($ 120.21)
Extraordinary gain 0 0 11.46
--------- --------- ---------
($ 143.27) ($ 166.22) ($ 108.75)
========= ========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS II
(a limited partnership)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1998, 1997 and 1996
Dover
Historic Limited
Advisors (1) Partners (2) Total
Percentage participation in profit or loss 1% 99% 100%
Balance at December 31, 1995 ($319,817) ($14,519,898) ($14,839,715)
Net loss (22,622) (2,239,562) (2,262,184)
------- ---------- ----------
Balance at December 31, 1996 (342,439) (16,759,460) (17,101,899)
Net Loss (34,575) (3,422,919) (3,457,494)
------- ---------- ----------
Balance at December 31, 1997 (377,014) (20,182,379) (20,559,393)
Net Loss (29,803) (2,950,479) (2,980,282)
------- ---------- ----------
Balance at December 31, 1998 ($406,817) ($23,132,858) ($23,539,675)
======= ========== ==========
(1) General Partner.
(2) 20,593.3 limited partnership units outstanding at December 31,
1998, 1997, and 1996.
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS II
(a limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, 1997 and 1995
1998 1997 1996
Cash flows from operating activities:
Net loss ($2,980,282)($3,457,494)($2,262,184)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 1,742,807 1,714,090 1,707,209
Extraordinary gain 0 0 (238,312)
Changes in assets and liabilities,
net of disposals due to foreclosure:
Decrease (increase) in restricted cash 198,498 6,896 (608,740)
(Increase) decrease in accounts
receivable (22,671) (1,414) 2,533
Increase in other assets (94,299) (22,207) (98,386)
Increase in accounts payable - trade 261,649 357,244 1,341,822
Increase (decrease) in accounts payable
- related parties 25,331 (265,640) (67,326)
Increase in interest payable 1,767,006 1,263,277 1,622,880
Increase (decrease) in tenant security
deposits 6,447 6,010 (5,027)
Increase (decrease) in other liabilities 183,535 981,954 (1,102,965)
Net cash provided by operating --------- --------- ---------
activities: 1,088,021 582,716 291,504
Cash flows from investing activities: --------- --------- ---------
Capital expenditures (1,035,729) (215,746) (253,239)
Net cash used in investing --------- --------- ---------
activities: (1,035,729) (215,746) (253,239)
Cash flows from financing activities: --------- --------- ---------
Borrowings under debt obligations 182,998 0 0
Payments of principal under debt
obligations (87,059) (375,514) (73,620)
--------- --------- ---------
Net cash provided by (used in)
financing activities 95,939 (375,514) (73,620)
activities: --------- --------- ---------
Increase (decrease) in cash and cash
equivalents 148,231 (8,544) (35,355)
Cash and cash equivalents at beginning of year 71,023 79,567 114,922
--------- --------- ---------
Cash and cash equivalents at end of year $ 219,254 $ 71,023 $ 79,567
========= ========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $2,240,494 $2,712,185 $1,486,204
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS II
(a limited partnership)
NOTE A - ORGANIZATION
Diversified Historic Investors II (the "Partnership") was formed in
December 1984 to acquire, rehabilitate, and manage real properties
which are certified historic structures as defined in the Internal
Revenue Code (the "Code"), or which are eligible for designation as
such, utilizing mortgage financing and the net proceeds from the sale
of limited partnership units. Rehabilitations undertaken by the
Partnership were done with a view to obtaining certification of
expenditures therefore as "qualified rehabilitation expenditures" as
defined in the Code. The General Partner, Dover Historic Advisors,
has the exclusive responsibility for all aspects of the Partnership's
operations
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the
preparation of the accompanying consolidated financial statements
follows:
1. Principles of Consolidation
The accompanying consolidated financial statements of the Partnership
include the accounts of two subsidiary partnerships (the "Ventures"),
in which the Partnership has controlling interests, with appropriate
elimination of inter-partnership transactions and balances. These
financial statements reflect all adjustments (consisting only of
normal recurring adjustments) which, in the opinion of the
Partnership's General Partner, are necessary for a fair statement of
the results for the years presented.
2. Depreciation
Depreciation is computed using the straight-line method over the
estimated useful lives of the assets. Buildings and improvements are
depreciated over 25 years and furniture and fixtures over five years.
3. Finance Costs
Loan fees have been incurred with respect to certain loans. Such fees
are being amortized over the terms of the related loans (18 to 40
years) and being charged to amortization expense.
The Partnership prepaid all amounts due under a ground lease for one
of its properties. Such prepayment is being amortized over the term
of the lease (75 years) and being charged to amortization expense.
Tindeco Wharf Partnership ("TWP") incurred $791,054 of settlement fees
in conjunction with a bond refinancing. These settlement fees are
included in other assets and are being amortized over the term of the
bond issue. Accumulated amortization was $143,351 and $120,695 at
December 31, 1998 and 1997, respectively.
4. Cash and Cash Equivalents
The Partnership considers all highly liquid instruments purchased with
a maturity of less than three months to be cash equivalents.
5. Net Income Per Limited Partnership Unit
The net income per limited partnership unit is based on the weighted
average number of limited partnership units outstanding during the
period (20,593.3 in 1998, 1997 and 1996).
6. Income Taxes
Income taxes or credits resulting from earnings or losses are payable
by or accrue to the benefits of the partners; accordingly, no
provision has been made for income taxes in these financial
statements.
7. Restricted Cash
Restricted cash includes amounts held for tenant security deposits,
insurance and real estate tax reserves.
8. Revenue Recognition
Revenues are recognized when rental payments are due on a straight-
line basis. Rental payments received in advance are deferred until
earned.
9. Rental Properties
Rental properties are stated at cost. A provision for impairment of
value is recorded when a decline in value of property is determined to
be other than temporary as a result of one or more of the following:
(1) a property is offered for sale at a price below its current
carrying value, (2) a property has significant balloon payments due
within the foreseeable future which the Partnership does not have
sufficient resources, and anticipates it will be unable to obtain
replacement financing or debt modification sufficient to allow it to
continue to hold the property over a reasonable period of time, (3) a
property has been, and is expected to continue, generating significant
operating deficits and the Partnership is unable or unwilling to
sustain such deficits and has been unable, or anticipates it will be
unable, to obtain debt modification, financing or refinancing
sufficient to allow it to continue to hold the property for a
reasonable period of time or, (4) a property's value has declined
based on management's expectations with respect to projected future
operational cash flows and prevailing economic conditions. An
impairment loss is indicated when the undiscounted sum of estimated
future cash flows from an asset, including estimated sales proceeds,
and assuming a reasonable period of ownership up to 5 years, is less
than the carrying amount of the asset. The impairment loss is
measured as the difference between the estimated fair value and the
carrying amount of the asset. In the absence of the above
circumstances, properties and improvements are stated at cost. An
analysis is done on an annual basis at December of each year.
10. Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
NOTE C - DEBT OBLIGATIONS
Debt obligations were as follows:
December 31,
1998 1997
Mortgage loan, interest only at 14% at December 31, $ 5,920,572 $ 5,800,000
1998 and 1997; principal due 2015, collateralized
by the related rental property
Mortgage loan, interest at 12%, collateralized by the 1,800,000 1,800,000
related rental property with maturity at January 1,
1992 (A)
Mortgage loans, interest at the Federal Reserve 1,080,615 1,018,188
Discount rate plus 2% with a minimum of 7% and a
maximum of 15% (7% at December 31, 1998 and 1997),
principal and interest payable monthly based on a
20-year amortization schedule; collateralized by the
related rental property; principal due October 1, 2005
Mortgage revenue bonds comprised of the following: 16,737,463 16,826,402
$1,440,000 Serial Bonds, interest rates ranging from
4.6% to 6.1%, maturing semi-annually from June 20,
1999, to December 20, 2006; $1,650,000 Term Bonds,
interest at 6.5%, maturing December 20, 2012;
$8,260,000 Term Bonds, interest at 6.6%, maturing
December 20, 2024; $5,605,000 Term Bonds, interest
at 6.7%, maturing December 20, 2028; collateralized
by the related rental property
Notes payable to a property management company, bearing 15,893 14,104
interest at 12% per annum; principal and interest to be
repaid from the earliest positive cash flow from
operations or capital transactions, or within 90 days of
termination of the management agreement; unpaid principal
and interest due upon the earlier of sale or refinance of
the property or December 1, 2007
Second mortgage loan, principal and interest at 7.5%, 4,953,471 4,953,471
payable in monthly installments of $36,606 to July 2005
based upon available cash flow, at which time the balance
is due; collateralized by the related rental property (B)
Note payable to a developer, interest accrues at 12%,
of which 6% interest is payable annually; deferred
interest is payable out of cash flow after a preference
return to the Partnership with interest accruing on the
unpaid amount; principal and unpaid interest due at the
earlier of sale or refinancing of the property or 2005;
unsecured 2,300,000 2,300,000
---------- ----------
$32,808,014 $32,712,165
========== ==========
(A) Interest payments were not made after August 1991. Lender
declared default and accelerated payment of the note in
February 1992. The partnership which owns the property filed a
petition of reorganization in May 1992. In November 1992, the
automatic stay was lifted and the property which collateralizes
this loan was foreclosed by the lender in February 1993.
However, the partnership guaranteed $1,800,000 of the original
note balance, which is included in debt obligations.
(B) Interest and principal after August 1, 1990 due only to the
extent of available cash flow. Any unpaid principal and
interest is deferred. Additional interest equal to 20% of net
cash flow from operations, as defined, in excess of $1,075,000
is payable annually. The lender is also entitled to receive
10% of the net proceeds from the sale of the property as
defined. No interest was paid during 1998, 1997 or 1996.
Approximate maturities of mortgage loan obligations at December 31,
1998, for each of the succeeding five years are as follows:
Year Ending December 31,
1999 $ 1,898,008
2000 107,003
2001 119,017
2002 131,154
2003 144,528
Thereafter 30,408,304
----------
$ 32,808,014
==========
NOTE E - ACQUISITIONS
The Partnership acquired one property and three general partnership
interests in Ventures during the period August 1985 to October 1985,
as discussed below.
In August 1985, the Partnership was admitted, with a 99% general
partner interest, to a Pennsylvania general partnership, which owns a
building located in Savannah, Georgia, consisting of 22,559 commercial
square feet and a 44 room hotel, for a cash capital contribution of
$3,600,409.
In October 1985, the Partnership was admitted, with an 85% general
partner interest, to a Pennsylvania general partnership, which owned a
54-room hotel located in Washington, D.C., for a cash capital
contribution of $1,820,100. The Partnership's interest was
subsequently reduced to 69% when an affiliate of the Partnership
acquired a 19% interest. The lender foreclosed in 1993.
In October 1985, the Partnership purchased a three-story building,
consisting of 29 residential apartments and 9,500 square feet of
commercial space, for a cash contribution of $1,320,883.
In October 1985, the Partnership was admitted, with an 85% general
partner interest, to a Maryland general partnership, which owns a
building located in Baltimore, Maryland, consisting of 240 residential
units and 41,307 square feet of commercial space, for a cash capital
contribution of $7,271,300. The Partnership subsequently purchased an
additional 5% interest for $262,500.
NOTE F- COMMITMENTS AND CONTINGENCIES
Pursuant to certain agreements, the developers of and lenders to the
properties are entitled to share in the following:
1. 15% of net cash flow from operations (one property), and 15% to
50% of net cash flow from operations above certain specified
amounts (two properties);
2. 10% to 45% of the net proceeds, as defined, of the sale of the
respective properties (three properties). Generally, the
Partnership is entitled to a priority distribution of the net
proceeds of sale prior to any payments to developers.
J. A. Jones Construction Company ("Jones") contracted with Factor's
Walk Partners ("FWP"), a subsidiary of the Partnership, for the
renovation of what was originally a warehouse, into the River Street
Inn/Factor's Walk. During construction, numerous disputes arose
between the parties. As a result of those disputes, Jones abandoned
the project prior to completion and filed suit. In the matter of J.A.
Jones Construction Company v. Factor's Walk Partners in the United
States District Court for the Northern District of Georgia. On
January 1, 1994, the court entered a judgment in favor of Jones and
against FWP in the amount of $1,069,017. The judgment accrued
interest at 9.5% and $62,562 of interest was accrued in both 1995 and
1994. FWP filed an appeal which was held in abeyance while FWP and
Jones participated in a court sponsored settlement program. On
November 8, 1996, a settlement agreement was reached whereby a note in
the amount of $1,000,000 was issued. The note calls for 6% interest
until September 1, 1997, with the rate increasing .5% on each August 1
thereafter to a maximum of prime plus 2% (therefore, 7% at December
31, 1998) and is due on October 1, 2011. Interest is due quarterly
with the first payment due September 1, 1997. The Partnership
recognized a gain in the amount of $238,312 for the excess of the
amount of the judgment over the amount stipulated in the settlement
agreement in 1996.
NOTE G - RELATED PARTY TRANSACTIONS
On June 30, 1992, DHP, Inc. assigned to D, LTD a note receivable from
the Partnership in the stated amount of $404,046. The note bore
interest at 10% and was due on June 30, 1997. On March 23, 1993, D,
LTD obtained a judgment on this note in the amount of $454,299 in
Common Pleas Court for Philadelphia County, Pennsylvania. The
judgment accrues interest at 15%. Interest accrued during 1998 and
1997 was $147,747 and $408,037, respectively. Payments on the
judgment are to be made from available cash flow and before any
distribution can be made to the Partnership's limited partners. The
balance of the note at December 31, 1998 was $997,365.
On June 30, 1992, DHP, Inc. assigned to D, LTD a note receivable, from
FWP to the Partnership, that had been assigned to DHP, Inc. The note
was in the stated amount of $55,951 and bore interest at 10%; the note
was due on June 30, 1997. On January 13, 1994 D, LTD obtained a
judgment on this note in the amount of $73,184 in Common Pleas Court
for Philadelphia County, Pennsylvania. The judgment accrues interest
at 15%. The judgment provides that all future distributions, in any
form, due to the Partnership on account of its ownership interest in
FWP, be immediately delivered to D, LTD. Interest accrued during 1998
and 1997 was $21,249 and $15,771, respectively. The balance of the
note at December 31, 1998 was $153,435.
The seller of Washington Square agreed to lend funds to the
Partnership to cover cash flow deficits for a five-year period
expiring in 1990. The Partnership borrowed $97,008 through December
1988. The loan bears interest at 12%, with principal and interest
payments out of cash flow. Interest accrued during both 1998 and 1997
was $11,641. The balance of the note at December 31, 1998 was
$225,059.
NOTE H - INCOME TAX BASIS RECONCILIATION
Certain items enter into the determination of the results of
operations in different time periods for financial reporting ("book")
purposes and for income tax ("tax") purposes. Reconciliations of net
loss and partners' equity follows:
For the Years Ended December 31,
1998 1997 1996
---- ---- ----
Net loss - book ($2,980,282) ($ 3,457,494) ($ 2,262,184)
Depreciation 147,722 (86,047) (221,239)
Interest 1,103,722 1,277,877 864,793
Guarantor fees 121,800 121,800 121,800
Investor service fee 20,000 (200,000) 10,000
Administrative fee 0 342,000 0
Gain on foreclosure 0 0 (238,312)
Other 0 (1,191) 0
Minority interest - tax only 179,674 147,592 93,373
--------- --------- ---------
Net loss - tax ($ 1,407,364) ($ 1,855,463) ($ 1,631,769)
========= ========= =========
Partners' equity - book ($23,539,675) ($20,559,393) ($17,101,899)
Costs of issuance 2,471,196 2,471,196 2,471,196
Cumulative tax over (under) book loss 6,947,522 6,376,859 5,394,643
Facade easement donation (tax only) 203,778 203,778 203,778
Prior period adjustment 48,071 48,071 48,071
Capital adjustments (tax only) (324,580) (324,580) (619,813)
---------- ---------- ----------
Partners' equity - tax ($14,193,688) ($11,784,069) ($ 9,604,024)
========== ========== ==========
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
DIVERSIFIED HISTORIC INVESTORS II
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
Costs Capitalized
Subsequent
to Acquisition
Initial Cost to
Partnership (b)
Buildings and
Description (a) Encumbrances Land Improvements Improvements
(f)
44 room hotel with
21,500 square feet
of commercial space
in Savannah, GA $ 5,920,572 $200,000 $ 9,178,160 $ 854,407
Savannah, GA
29 apartment units
and 9,500 square feet
of commercial space
in West Chester, PA 1,080,614 87,500 2,833,383 93,424
262 apartment units
and 39,000 square
feet of commercial
space in Baltimore, MD 24,006,827 647,082 2,000,000 28,609,944
---------- ------- ---------- ----------
$31,008,013 $934,582 $14,011,543 $29,557,775
========== ======= ========== ==========
Gross Amount at which
Carried at
December 31, 1998
Buildings and
Accumulated Date of Date
Description (a) Land Improvements Total Depreciation Constr. Acq.
44 room hotel with
21,500 square feet
of commercial space
in Savannah, GA $200,000 $10,032,567 $10,232,567 $5,030,173 85-86 8/9/85
29 apartment units
and 9,500 square feet
of commercial space
in West Chester, PA 87,500 2,926,807 3,014,307 1,533,633 1985 10/1/85
262 apartment units
and 39,000 square
feet of commercial
space in Baltimore, MD647,082 30,609,944 31,257,026 14,654,426 85-88 10/15/8
------- ---------- ---------- ----------
$934,582 $43,569,318 $44,503,900 $21,218,232
======= ========== ========== ==========
<PAGE>
DIVERSIFIED HISTORIC INVESTORS
(a limited partnership)
NOTES TO SCHEDULE XI
December 31, 1998
(A) All properties are certified historic structures as defined in
the Internal Revenue Code, or are eligible for designation as
such. The "date of construction" refers to the period in which
such properties are rehabilitated.
(B) Includes development/rehabilitation costs incurred pursuant to
development agreements entered into when the properties are
acquired.
(C) The aggregate cost of real estate owned at December 31, 1998,
for Federal income tax purposes is $29,219,087. However, the
depreciable basis of buildings and improvements is reduced for
Federal income tax purposes by the investment tax credit and
the historic rehabilitation credit obtained.
(D) Reconciliation of real estate:
1998 1997 1996
Balance at beginning of year $43,468,171 $43,252,425 $42,999,186
Additions during the year:
Improvements 1,035,729 215,746 253,239
---------- ---------- ----------
Balance at end of year $44,503,900 $43,468,171 $43,252,425
========== ========== ==========
Reconciliation of accumulated depreciation:
1998 1997 1996
Balance at beginning of year $19,522,725 $17,857,486 $16,210,001
Depreciation expense for the year 1,695,507 1,665,239 1,647,485
---------- ---------- ----------
Balance at end of year $21,218,232 $19,522,725 $17,857,486
========== ========== ==========
(E) See Note B to the financial statements for depreciation method
and lives.
(F) See Note F to the financial statements for information
regarding certain contingencies.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of Registrant
a. Identification of Directors - Registrant has no
directors.
b. Identification of Executive Officers
The General Partner of the Registrant is Dover
Historic Advisors (DoHA), a Pennsylvania general partnership. The
partners of DoHA are as follows:
Name Age Position Term of Office Period Served
SWDHA, Inc. -- Partner in DoHA Partner in DoHA Since May 1997
EPK, Inc. -- Partner in DoHA Partner in DoHA Since May 1997
c. Identification of Certain Significant Employees.
Registrant has no employees. Its administrative and operational functions
are carried out by a property management and partnership administration
firm engaged by the Registrant.
d. Family Relationships. There is no family relationship
between or among the executive officers and/or any person nominated or chosen
by Registrant to become an executive officer.
e. Business Experience. DoHA is a general
partnership formed in August 1985. The General Partner is responsible
for the management and control of the Registrant's affairs and will
have general responsibility and authority in conducting its
operations.
On May 13, 1997, SWDHA, Inc. and EPK, Inc. were appointed
partners of DoHA. Spencer Wertheimer, the President and Sole Director
of SWDHA, Inc., is an attorney with extensive experience in real
estate activities ventures.
EPK, Inc. is a Delaware corporation formed for the
purpose of managing properties or interests therein. EPK, Inc. is a
wholly-owned subsidiary of D, LTD, an entity formed in 1985 to act as
the holding company for various corporations engaged in the
development and management of historically certified properties and
conventional real estate as well as a provider of financial (non-
banking) services. EPK, Inc. is an affiliate of DoHA.
The officers and directors of EPK, Inc. are described
below.
Spencer Wertheimer was appointed on May 13, 1997 as
President, Treasurer and Sole Director of EPK, Inc. Mr. Wertheimer is
an attorney with extensive experience in real estate activities
ventures.
Donna M. Zanghi (age 40) was appointed on May 13, 1997 as
Vice President and Secretary of EPK, Inc. Ms. Zanghi previously
served as Secretary and Treasurer of DHP, Inc. since June 14, 1993
and as a Director and Secretary/Treasurer of D, LTD. She was
associated with DHP, Inc. and its affiliates since 1984 except for the
period from December 1986 to June 1989 and the period from November 1,
1992 to June 14, 1993.
Michele F. Rudoi (age 32) was appointed on May 13, 1997
as Assistant Secretary of EPK, Inc. Ms. Rudoi previously served as
Assistant Secretary and Director of both D, LTD and DHP, Inc. since
January 27, 1993.
Item 11. Executive Compensation
a. Cash Compensation - During 1997, Registrant has
paid no cash compensation to DoHA, any partner therein or any person
named in paragraph c. of Item 10. Certain fees have been paid to DHP,
Inc. by Registrant.
b. Compensation Pursuant to Plans - Registrant has no
plan pursuant to which compensation was paid or distributed during
1997, or is proposed to be paid or distributed in the future, to DoHA,
any partner therein, or any person named in paragraph c. of Item 10 of
this report.
c. Other Compensation - No compensation not referred
to in paragraph a. or paragraph b. of this Item was paid or
distributed during 1997 to DoHA, any partner therein, or any person
named in paragraph c. of Item 10.
d. Compensation of Directors - Registrant has no
directors.
e. Termination of Employment and Change of Control
Arrangement - Registrant has no compensatory plan or arrangement, with
respect to any individual, which results or will result from the
resignation or retirement of any individual, or any termination of
such individual's employment with Registrant or from a change in
control of Registrant or a change in such individual's
responsibilities following such a change in control.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
a. Security Ownership of Certain Beneficial Owners -
No person is known to Registrant to be the beneficial owner of more
than five percent of the issued and outstanding Units.
b. Security Ownership of Management - No equity
security of Registrant are beneficially owned by any person named in
paragraph c. of Item 10.
c. Changes in Control - Registrant does not know of
any arrangement, the operation of which may at a subsequent date
result in a change in control of Registrant.
Item 13. Certain Relationships and Related Transactions
Pursuant to Registrant's Amended and Restated Agreement
of Limited Partnership, DoHA is entitled to 10% of Registrant's
distributable cash from operations in each year. There was no such
share allocable to DoHA for fiscal years 1996 through 1998.
a. Certain Business Relationships - Registrant has no
directors.
b. Indebtedness of Management - No executive officer
or significant employee of Registrant, Registrant's general partner
(or any employee thereof), or any affiliate of any such person, is or
has at any time been indebted to Registrant.
PART IV
Item 14. (A) Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
1. Financial Statements:
a. Consolidated Balance Sheets at December 31, 1998
and 1997.
b. Consolidated Statements of Operations for the Years
Ended December 31, 1998, 1997 and 1996.
c. Consolidated Statements of Changes in Partners'
Equity for the Years Ended December 31, 1998, 1997
and 1996.
d. Consolidated Statements of Cash Flows for the Years
Ended December 31, 1998, 1997 and 1996.
e. Notes to consolidated financial statements.
2. Financial statement schedules:
a. Schedule XI- Real Estate and Accumulated
Depreciation.
b. Notes to Schedule XI.
3. Exhibits:
(a) Exhibit Document
Number
3 Registrant's Amended and Restated
Certificate of Limited Partnership and
Agreement of Limited Partnership,
previously filed as part of Amendment
No. 2 of Registrant's Registration
Statement on Form S-11, are
incorporated herein by reference.
21 Subsidiaries of the Registrant are
listed in Item 2. Properties of this
Form 10-K.
(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter
ended December 31, 1998.
(c) Exhibits:
See Item 14(A)(3) above.
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DIVERSIFIED HISTORIC INVESTORS II
Date: August 31, 1999 By: Dover Historic Advisors, General Partner
---------------
By: EPK, Inc., Partner
By: /s/ Spencer Wertheimer
----------------------
SPENCER WERTHEIMER
President and Treasurer
By: /s/ Michele F. Rudoi
-----------------------
MICHELE F. RUDOI,
Assistant Secretary
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of Registrant and in the capacities and on the dates
indicated.
Signature Capacity Date
DOVER HISTORIC ADVISORS General Partner
By: EPK, Inc., Partner
By: /s/ Spencer Wertheimer August 31, 1999
------------------------ ---------------
SPENCER WERTHEIMER
President and Treasurer
By: /s/ Michele F. Rudoi August 31, 1999
----------------------- ---------------
MICHELE F. RUDOI,
Assistant Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 219,254
<SECURITIES> 0
<RECEIVABLES> 71,582
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 44,503,900
<DEPRECIATION> 21,218,232
<TOTAL-ASSETS> 26,503,288
<CURRENT-LIABILITIES> 2,827,452
<BONDS> 32,808,014
0
0
<COMMON> 0
<OTHER-SE> (23,539,675)
<TOTAL-LIABILITY-AND-EQUITY> 26,503,288
<SALES> 0
<TOTAL-REVENUES> 6,241,926
<CGS> 0
<TOTAL-COSTS> 3,273,901
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,007,500
<INCOME-PRETAX> (2,980,282)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,980,282)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,980,282)
<EPS-BASIC> 0
<EPS-DILUTED> (143.27)
</TABLE>
