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
For the fiscal year ended December 31, 1999
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file 33-15597
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DIVERSIFIED HISTORIC INVESTORS V
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2479468
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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
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Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act: 11,142 Units
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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*
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* 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 V ("Registrant") is a
limited partnership formed in 1987 under Pennsylvania Law. As of
December 31, 1999, Registrant had outstanding 11,142 units of
limited partnership interest (the "Units").
Registrant is currently in its operating stage. It
originally owned three properties or interests therein. However,
in October 1996, its interest in one property was sold and
effective as of January 1999, its interest in another was
foreclosed. It currently owns one property. 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 Condition and Results of
Operations.
b. Financial Information about Industry Segments
The Registrant operates in one industry segment.
c. Narrative Description of the 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"), for use as apartments, offices, hotels and
commercial spaces, or any combination thereof, or low income
housing eligible for the investment 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 partnership
in which it has an interest, have been rehabilitated and
certified as historic structures and have received the related
investment tax credit. The Registrant's remaining property is
being held for rental operations. At this time it is anticipated
that this property will continue to be held for that purpose. At
such time as real property values in the area in which the
property is located begin to increase, the Registrant will re-
evaluate its investment strategy regarding the property.
As of December 31, 1999, Registrant owned one
property, located in Pennsylvania. The property contains 21
apartment units. As of December 31, 1999, 18 of the apartment
units were under lease at monthly rental rates ranging from $445
to $645. For a further discussion of the property, see Item 2,
Properties.
The Registrant is affected by and subject to the
general competitive conditions of the residential real estate
industry. As a result of the overbuilding that occurred in the
1980's, the competition for residential tenants in the local
market where the Registrant's residential property is 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. The residential property currently
owned by the Registrant is located in a suburb of Philadelphia,
Pennsylvania in which there are several similar historically
certified rehabilitated buildings. The Registrant's main
competitors in this market are organizations that own similar
residential buildings. In this area, 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.
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 one property.
A summary description of that property is given below.
The Lofts at Red Hill is a historically certified,
four-story former factory located at 350 Main Street, Red Hill
Borough, Pennsylvania. In December 1987, the Registrant acquired
the building and is the 100% equity owner of this property. The
property was rehabilitated as a 21-unit rental residential
complex. The acquisition and rehabilitation price of this
property was approximately $1,350,000 ($81 per square foot)
("sf"). In September 1997, a mortgage was placed on the property
in the amount of $400,000 (principal balance of $417,399 at
December 31, 1999). The note accrues interest at 14% and is
payable at 10%, with the entire principal balance due October 1,
2002. The proceeds from the mortgage were utilized to satisfy
certain outstanding liabilities of the Registrant.
The property is managed by BCMI. As of December 31,
1999, 18 apartment units were under lease (86%) at monthly rental
rates ranging from $445 to $645. All leases are renewable, one-
year leases. The occupancy for the previous four years was 76%
for 1998, 92% for 1997, 78% for 1996, and 90% for 1995. The
monthly rental range has been approximately the same since 1995.
For tax purposes, this property has a basis of $1,478,232 and is
depreciated using the straight-line method with a useful life of
27.5 years. The annual real estate taxes are $15,023 is based on
an assessed value of $803,520 taxed at a rate of $18.697 per
$1,000 of assessed value. No one tenant occupies ten percent or
more of the building. It is the opinion of the management of the
Registrant that the property is adequately covered by insurance.
Item 3. Legal Proceedings
To the best of its knowledge, as of December 31, 1999,
Registrant was not a party to, nor was its property, the subject
of, any pending material legal proceedings.
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 71 units were
sold or exchanged of record in 1999.
b. As of December 31, 1999, there were 1,347 record
holders of Units.
c. Registrant did not declare any cash dividends in
1999 or 1998.
Item 6. Selected Financial Data
The following selected financial data are for the five
years ended December 31, 1999. 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.
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
Rental income $ 110,807 $ 121,383 $ 120,685 $ 767,508 $ 1,205,122
Hotel income 18,181 1,131,690 1,755,787 2,387,200 2,548,434
Interest income 2,746 2,295 17,449 7,024 4,576
Net income (loss) 3,630,276 (2,777,858) (2,211,312) (607,725) (712,598)
Net income (loss)
per Unit 322.56 (246.82) (196.48) (54.00) (63.32)
Total assets (net
of depreciation
and amortization) 1,179,580 6,764,832 7,964,174 9,046,109 13,517,285
Debt obligations 417,399 7,566,974 6,804,113 6,163,254 10,436,965
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(1) Liquidity
As of December 31, 1999, Registrant had cash of
$3,951. Such funds are expected to be used to pay liabilities
and general and administrative expenses of Registrant, and to
fund cash deficits of the property. 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 lender in
order to remain current on all obligations. The Registrant is
not aware of any additional sources of liquidity.
As of December 31, 1999, Registrant had restricted
cash of $116,039 consisting primarily of funds held as security
deposits and escrows for real estate taxes. As a consequence of
these restrictions as to use, Registrant does not deem these
funds to be a source of liquidity.
(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 expenditure 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 1999, Registrant recognized net income of
$3,630,276 ($322.56 per limited partnership unit) compared to a
net loss of $2,777,858 ($246.82 per limited partnership unit) in
1998 and a net loss of $2,211,312 ($196.48 per limited
partnership unit) in 1997.
Rental and hotel income combined decreased from
$1,876,472 in 1997 to $1,253,073 in 1998 to $128,988 in 1999.
The decrease from 1998 to 1999 is the result of a decrease in
hotel income of $1,114,000 and a decrease in rental income of
$11,000. The decrease in hotel income is due to the foreclosure
of the Redick Plaza Hotel effective as of January 1999. The
decrease in rental income is due to a decrease in the average
occupancy (87% to 82%) at the Lofts at Red Hill. The decrease
from 1997 to 1998 is the result of a decrease in hotel income of
$624,000 and an increase in rental income of $1,000. The
decrease in hotel income is due to a decrease in the average
occupancy (53% to 39%) and a decrease in the average nightly room
rate ($91.88 to $82.16) at the Redick Plaza Hotel. The increase
in rental income was due to a new commercial tenant that operates
as a barber shop.
Expense for rental operations decreased from
$196,215 in 1997 to $88,874 in 1998 and increased to $93,204 in
1999. The increase from 1998 to 1999 is due to an increase in
maintenance expense at the Lofts at Red Hill due to painting and
plumbing repairs made at the property throughout the year. The
decrease from 1997 to 1998 is due to a decrease in legal fees.
Legal fees were incurred in 1997 for the bankruptcy proceedings
at the Redick Plaza Hotel. Hotel operations expense decreased
from $1,828,128 in 1997 to $1,607,056 in 1998 and to $96,317 in
1999. The decrease from 1998 to 1999 is due to the foreclosure
of the Redick Plaza Hotel effective as of January 1999 and the
decrease from 1997 to 1998 is due to an overall decrease in
operating expenses due to the decrease in average occupancy.
General and administrative expenses decreased from
$548,996 in 1997 to $63,996 in 1998 to and remained constant at
$63,996 in 1999. The decrease from 1997 to 1998 is due to a
decrease in administrative fees charged due to the sale of St.
Mary's Market in 1996 and a decrease in fees incurred in
connection with the bankruptcy at the Redick Plaza Hotel during
1998.
Interest expense increased from $989,390 in 1997 to
$1,011,704 in 1998 and decreased to $100,735 in 1999. The
decrease in interest expense from 1998 to 1999 is due to the
foreclosure of Redick Plaza Hotel effective as of January 1999.
The increase from 1997 to 1998 is due to the Lofts at Red Hill
having a full year of interest expense in 1998 on the mortgage
financing that occurred in September 1997 compared to four months
of interest expense in 1997.
Depreciation and amortization expense increased from
$542,504 in 1997 and to $584,544 in 1998 and decreased to
$141,961 in 1999. The decrease from 1998 to 1999 is due to the
foreclosure of Redick Plaza Hotel effective as of January 1999.
The increase from 1997 to 1998 is due to a full year of
amortization of loan costs in 1998 at both the Redick Plaza Hotel
and the Lofts at Red Hill compared to a partial year of
amortization expense in 1997.
A nonrecurring impairment loss of $677,052 was
recognized in 1998. During 1998, the value of the Redick Plaza
Hotel was deemed to be impaired and it was written down to its
fair value. Fair value, which was determined by reference to the
present value of the estimated future cash flows, exceeded the
carrying value by $677,052.
Effective as of January 1999 the Redick Plaza Hotel
was foreclosed by the second mortgage lender, with the consent of
the first mortgage lender, by recordation of a deed in lieu of
foreclosure. The deed was recorded in June 1999 to be effective
as of January 15, 1999. As a result, the Registrant realized an
extraordinary gain on forgiveness of indebtedness in the amount
of $3,994,755, which is the difference between the debt of the
hotel and the net book value of its assets.
During the year, income of approximately $3,765,000
was recognized at the Registrant's two properties that were owned
during all or a portion of the year compared to a loss of
approximately $1,962,000 in 1998 and $1,561,000 in 1997.
Included in income for 1999 is extraordinary income of $3,994,755
related to the foreclosure of the Redick Plaza Hotel effective as
of January 1999. A discussion of property operations/activities
follows.
In 1999, Registrant recognized income of $3,855,000
at the Redick Plaza Hotel, including $19,000 of depreciation and
amortization expense, compared to a loss of $1,888,000, including
$462,000 of depreciation and amortization expense, in 1998 and a
loss of $1,506,000, including $453,000 of depreciation expense,
in 1997. Included in the income for 1999 is extraordinary income
of $3,995,000 related to the foreclosure of the Redick Plaza
Hotel effective as of January 1999. The increase in the loss
from 1997 to 1998 is the result of a decrease in hotel income due
to a decrease in the average occupancy (53% to 39%) partially
offset by an overall decrease in operating expenses due to the
decrease in occupancy. The occupancy decreased due to the
conversion to an independent hotel from an affiliation with the
Radisson chain of hotels.
In 1999, Registrant incurred a loss of $90,000 at
the Lofts at Red Hill including $61,000 of depreciation and
amortization expense compared to a loss of $74,000 including
$61,000 of depreciation expense in 1998 and a loss of $30,000
including $59,000 of depreciation expense in 1997. The increase
in the loss from 1998 to 1999 is due to a decrease in rental
income combined with an increase in maintenance expense. The
decrease in rental income is due to the decrease in average
occupancy (87% to 82%). Maintenance expense increased due to
painting and plumbing repairs made at the property. The increase
in the loss from 1997 to 1998 is due to a full year of interest
expense in 1998 on the mortgage financing incurred in September
1997 compared to four months of interest expense in 1997.
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk
Not applicable.
Item 8. Financial Statement 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
Diversified Historic Investors V
We have audited the accompanying consolidated balance sheet of
Diversified Historic Investors V (a Pennsylvania Limited
Partnership) and subsidiaries as of December 31, 1999 and 1998
and the related statements of operations and changes in partners'
equity and cash flows for the years ended December 31, 1999, 1998
and 1997. These consolidated 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. 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, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Diversified Historic Investors V as of December 31,
1999 and 1998, and the results of operations and cash flows for
the years ended December 31, 1999, 1998 and 1997 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 21 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 basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.
The accompanying financial statements have been prepared assuming
that the partnership will continue as a going concern. In recent
years, the partnership has incurred significant losses from
operations, which raise substantial doubt about its ability to
continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Gross, Kreger & Passio, L.L.C.
Philadelphia, Pennsylvania
February 16, 2000
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
(a limited partnership)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Consolidated financial statements: Page
Consolidated Balance Sheets at December 31, 1999 and 1998 10
Consolidated Statements of Operations for the Years
Ended December 31, 1999, 1998, and 1997 11
Consolidated Statements of Changes in Partners'
Equity for the Years Ended December 31, 1999, 1998, 12
and 1997
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1999, 1998, and 1997 13
Notes to consolidated financial statements 14-18
Financial statement schedules:
Schedule XI - Real Estate and Accumulated Depreciation 20
Notes to Schedule XI 21
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 V
(a limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
Assets
1999 1998
------ ------
Rental properties at cost:
Land $ 61,046 $ 347,955
Buildings and improvements 1,445,431 10,322,476
Furniture and fixtures 86,863 1,121,539
---------- -----------
1,593,340 11,791,970
Less - accumulated depreciation (711,121) (5,752,945)
---------- -----------
882,219 6,039,025
Cash and cash equivalents 3,951 13,986
Restricted cash 116,039 263,862
Accounts and notes receivable 150 99,954
Other assets (net of amortization of
$160,475 and $365,187, respectively) 177,221 348,005
---------- -----------
Total $1,179,580 $ 6,764,832
========== ===========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $ 417,399 $ 7,566,974
Accounts payable:
Trade 111,524 578,973
Related parties 33,656 33,656
Taxes 13,693 95,258
Interest payable 0 1,498,851
Accrued liabilities 14,160 33,447
Tenant security deposits 9,344 8,145
---------- -----------
Total liabilities 599,776 9,815,304
Partners' equity (deficit) 579,804 (3,050,472)
---------- -----------
Total $1,179,580 $ 6,764,832
========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
(a limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
------ ------ ------
Revenues:
Rental income $ 110,807 $ 121,383 $ 120,685
Hotel income 18,181 1,131,690 1,755,787
Interest income 2,746 2,295 17,449
---------- ---------- ----------
Total revenues 131,734 1,255,368 1,893,921
---------- ---------- ----------
Costs and expenses:
Rental operations 93,204 88,874 196,215
Hotel operations 96,317 1,607,056 1,828,128
General and administrative 63,996 63,996 548,996
Interest 100,735 1,011,704 989,390
Depreciation and amortization 141,961 584,544 542,504
Impairment loss 0 677,052 0
---------- ---------- ----------
Total costs and expenses 496,213 4,033,226 4,105,233
---------- ---------- ----------
Loss before extraordinary item (364,479) (2,777,858) (2,211,312)
Extraordinary gain on
extinguishment of debt 3,994,755 0 0
---------- ---------- ----------
Net income (loss) $3,630,276 ($2,777,858) ($2,211,312)
========== ========== ==========
Net income (loss)per limited
partnership unit
Loss before extraordinary item (32.39) (246.82) (196.48)
Extraordinary item 354.95 0 0
---------- ---------- ----------
$ 322.56 ($ 246.82) ($ 196.48)
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
(a limited partnership)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1999, 1998 and 1997
Dover
Historic Limited
Advisors V Partners
(1) (2) Total
-------- -------- ---------
Percentage participation in
profit or loss 1% 99% 100%
== === ====
Balance at December 31, 1996 ($149,766) $2,088,464 $1,938,698
Net loss (22,113) (2,189,199) (2,211,312)
-------- ---------- ----------
Balance at December 31, 1997 (171,879) (100,735) (272,614)
Net loss (27,779) (2,750,079) (2,777,858)
-------- ---------- ----------
Balance at December 31, 1998 (199,658) (2,850,814) (3,050,472)
Net income 36,303 3,593,973 3,630,276
-------- ---------- ----------
Balance at December 31, 1999 ($163,355) $ 743,159 $ 579,804
======== ========== ==========
(1) General Partner.
(2) 11,142 limited partnership units outstanding at December 31,
1999, 1998, and 1997.
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
(a limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
------ ------ ------
Cash flows from operating
activities:
Net income (loss) $3,630,276 ($2,777,858)($2,211,312)
Adjustments to reconcile net loss to
net cash (used in) provided by
operating activities:
Depreciation and amortization 141,961 584,544 542,504
Extraordinary gain on extinguishment
of debt (3,994,755) 0 0
Impairment loss 0 677,052 0
Changes in assets and liabilities:
Increase in restricted cash (3,612) (87,733) (167,173)
(Increase) decrease in accounts
and notes receivable (90) 17,514 55,401
Increase in other assets 0 (67,000) (400,613)
Increase (decrease) in accounts
payable - trade 114,167 193,360 (131,681)
Decrease in accounts payable -
related parties 0 (21,344) (75,063)
Increase (decrease) in accounts
payable - taxes 57,756 60,135 (8,961)
Increase in interest payable 42,320 629,191 710,698
Increase (decrease) in accrued
liabilities 153 (44,452) (5,130)
Increase (decrease) in tenant
security deposits 1,199 (1,235) (1,344)
---------- ---------- ----------
Net cash used in operating
activities (10,625) (837,826) (1,692,674)
---------- ---------- ----------
Cash flows from investing activities:
Assets disposed of 0 73,000 0
Capital expenditures (1,420) (41,785) (17,163)
---------- ---------- ----------
Net cash (used in) provided
by investing activities (1,420) 31,215 (17,163)
---------- ---------- ----------
Cash flows from financing
activities:
Proceeds from debt financings 10,414 762,861 640,862
Repayments of debt financing (8,404) 0 0
---------- ---------- ----------
Net cash provided by financing
activities 2,010 762,861 640,862
---------- ---------- ----------
Decrease in cash and cash
equivalents (10,035) (43,750) (1,068,975)
Cash and cash equivalents at
beginning of year 13,986 57,736 1,126,711
---------- ---------- ----------
Cash and cash equivalents at end
of year $ 3,951 $ 13,986 $ 57,736
========== ========== ==========
Supplemental Disclosure of
Cash Flow Information
Cash paid during the year
for interest $ 48,000 $ 382,513 $ 278,692
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
(a limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION
Diversified Historic Investors V (the "Partnership") is a
Pennsylvania limited partnership formed in July 1987 to acquire,
rehabilitate, renovate, manage, operate, hold, sell, exchange,
and otherwise deal in and with real properties containing
improvements which are certified historic structures, as defined
in the Internal Revenue Code (the "Code"), or which were eligible
for designation as such, and to engage in any and all activities
related or incidental thereto. Any rehabilitations undertaken by
the Partnership were done with a view to obtaining certification
of expenditures as "qualified rehabilitation expenditures" as
defined in the Code.
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 financial statements include the accounts of the
Partnership and a subsidiary partnership, 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 General Partner, are necessary for a fair statement of the
results for those years.
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. Net Loss Per Limited Partnership Unit
The net loss per limited partnership unit is based on the
weighted average number of limited partnership units outstanding
(11,142 in 1999, 1998, and 1997).
4 Income Taxes
Income taxes or credits resulting from earnings or losses are
payable by or accrue to the benefit of the partners; accordingly,
no provision has been made for income taxes in these financial
statements.
5. Cash and Cash Equivalents
The Partnership considers all highly liquid instruments purchased
with a maturity of less than three months to be cash equivalents.
6. Restricted Cash
Restricted cash includes amounts held for tenant security
deposits and real estate tax reserves.
7. Revenue Recognition
Revenues are recognized when rental payments are due on a
straight-line basis. Rental payments received in advance are
deferred until earned.
8. Deferred Expenses
Loan fees have been incurred with respect to certain loans. Such
fees were deferred and are being amortized over the term of the
related loans.
9. Rental Properties
Rental properties are stated at cost. A provision for impairment
of value is recorded when a decline in value of a 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 for which the
Partnership does not have the resources to meet, 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 deficit results of operations, and has been unable
to, 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 31 of each
year.
11. 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 - PARTNERSHIP AGREEMENT
1. Capital Contributions
The Partnership offered investors limited partnership units at
$1,000 per unit; the minimum purchase per investor was three
units. A total of 11,142 limited partnership units were sold.
After payment of costs of issuance as provided for in the
Agreement and the withdrawal of the initial limited partner,
initial Partnership capital was $9,722,760 from limited partners
and $9,900 from the General Partner.
2. Distributions from Operations
The Agreement provides that, beginning with the date of the
admission of the additional limited partners, all distributable
cash from operations (as defined) will be distributed 99% to the
limited partners and 1% to the General Partner. The General
Partner also receives an incentive management fee equal to 4% of
available cash (as defined).
All distributable cash from sales or dispositions will be
distributed to the limited partners in an amount equal to their
adjusted invested capital plus an amount equal to the greater of
an 8.5% cumulative, non-compounded annual return on the average
after-credit invested capital or a 6% cumulative, non-compounded
annual return on average adjusted invested capital, less amounts
previously distributed. Thereafter, after receipt by the General
Partner or its affiliates of any accrued but unpaid real estate
brokerage commissions, the balance will be distributed 15% to the
General Partner and 85% to the limited partners.
3. Allocation of Net Income and Net Losses from Operations
Net income and net loss (as defined) will be allocated 99% to the
limited partners and 1% to the General Partner with certain
exceptions as defined in the Agreement.
The Agreement provides that the fiscal year of the Partnership
will be the calendar year and that the partnership shall continue
until December 31, 2037, unless sooner terminated upon the
occurrence of certain events.
NOTE D - ACQUISITIONS
The Partnership acquired two properties and a general partnership
interest in a partnership which acquired a property in December
1987, as discussed below.
The Partnership purchased a four-story building located in
Pennsylvania for an acquisition and rehabilitation price of
$1,325,000.
The Partnership purchased an 89-room hotel located in Nebraska.
The acquisition and rehabilitation price of this property was
$9,500,000. This property was foreclosed effective as of January
1999.
The Partnership was admitted, with a 95% general partner
interest, to a Pennsylvania limited partnership which owned a
building located in Louisiana consisting of 105 units and 6,900
square feet of commercial space, for a cash contribution of
$3,450,000. This property was sold in October 1996.
NOTE E- DEBT OBLIGATIONS
Debt obligations consist of the
following:
December 31,
1999 1998
----- ------
Variable rate insured Industrial $ 0 $6,659,990
Development Bonds due September 30, 2002;
interest only payable monthly to the
extent of net operating income;
collateralized by the related property.
(A)
Note payable, interest accrues at 10%; $ 0 500,000
principal due March 29,1999;
collateralized by the related property.
(A)
Note payable, interest accrues at 14%; 417,399 406,984
payable at 10%; principal due October 1, -------- ----------
2002.
$417,399 $7,566,974
======== ==========
Annual principal payments of debt obligations are as follows:
Year ending December 31,
------------------------
2000 0
2001 0
2002 $417,399
2003 0
2004 0
--------
$417,399
========
(A) This property was foreclosed effective as of January 1999.
NOTE F - TRANSACTIONS WITH RELATED PARTIES
Included in Accounts Payable - Related Parties was $33,656 and
$33,656 at December 31, 1999 and 1998 owed to the co-general
partner in the partnership referred to in Note D, for amounts
owed in connection with the sale of such partnership's property.
NOTE G - IMPAIRMENT LOSS
During 1998, the Redick Plaza Hotel was deemed to be impaired and
was written down to its fair value. Fair value, which was
determined by reference to the present value of the estimated
future cash flow, exceeded the carrying value by $677,052. An
impairment loss of that amount has been charged to operations in
1998.
NOTE H - EXTRAORDINARY GAIN
Effective as of January 1999 the Redick Plaza Hotel was
foreclosed by the second mortgage lender, with the consent of the
first mortgage lender, by recordation of deed in lieu of
foreclosure. As a result, the Registrant realized an
extraordinary gain on forgiveness of indebtedness in the amount
of $3,994,755, which is the difference between the debt of the
hotel and the net book value of its assets.
NOTE I - 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. A
reconciliation of the results of operations follows:
For the Years Ended December 31,
1999 1998 1997
------ ------ ------
Net income (loss) - book $3,630,276 ($2,777,858) ($2,211,312)
Excess of book over tax depreciation 6,033 98,002 85,758
Minority interest - tax only (17,168) (18,126) (14,399)
Impairment loss 0 677,052 0
Extraordinary gain on debt
extinguishment (946,522) 0 0
---------- ---------- ----------
Net income (loss) - tax $2,672,619 ($2,020,930) ($2,139,953)
========== ========== ==========
Partners' equity - book $ 579,804 ($3,050,472) ($ 272,614)
Costs of issuance 1,419,240 1,419,240 1,419,240
Cumulative book over tax loss 972,575 1,930,232 1,173,304
Facade easement donation (tax only) (612,750) (612,750) (612,750)
---------- ---------- ----------
Partners' equity - tax $2,358,869 ($ 313,750) $1,707,180
========== ========== ==========
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
Cost
Capitalized
Initial Cost Subsequent to
to Partnership Acquisition
Buildings Date of Date
Encumbrances and Constr. Acqu-
Description(a) (e) Land Improvements Improvements (a) ired
21 unit
condominium
Complex in
Red Hill, PA $417,399 $61,046 $1,461,413 $ 3,569 1987 12/31/87
105 apartment
units and
6,900 square
feet of
commercial
space in
New Orleans,
LA 0 0 0 67,312 1988 12/30/87
-------- ------- ---------- -------
$417,399 $61,046 $1,461,413 $70,881
======== ======= ========== =======
Gross Amount at which Carried at
December 31, 1999
Buildings
and Total Accumulated
Description(a) Land Improvements (b) (c) Depr.(c)(d)
21 unit
condominium
complex in Red
Hill, PA $61,046 $1,464,982 $1,526,028 $711,121
105 apartment
units and
6,900 square
feet of
commercial space
in
New Orleans, LA 0 67,312 67,312 0
------- ---------- ---------- --------
$61,046 $1,532,294 $1,593,340 $711,121
======= ========== ========== ========
<PAGE>
DIVERSIFIED HISTORIC INVESTORS V
(a limited partnership)
NOTES TO SCHEDULE XI
December 31, 1999
(A) All properties are certified historic structures as defined
in the Internal Revenue Code of 1986, or are eligible for
designation as such. The "date of construction" refers to
the period in which such properties are rehabilitated.
(B) The cost of real estate owned at December 31, 1999, for
Federal income tax purposes was approximately $1,478,232.
The depreciable basis of buildings and improvements was
reduced for Federal income tax purposes by 50% of the
historic rehabilitation credit obtained.
(C) Reconciliation of land, buildings and improvements:
1999 1998 1997
------ ------ ------
Balance at beginning of year $11,791,970 $12,500,237 $12,483,074
Additions during the year:
Improvements 1,420 41,785 17,163
Deductions during the year:
Impairment loss 0 (677,052) 0
Foreclosure of property (10,200,050) (73,000) 0
----------- ----------- -----------
Balance at end of year $ 1,593,340 $11,791,970 $12,500,237
=========== =========== ===========
Reconciliation of accumulated depreciation:
1999 1998 1997
------ ------ ------
Balance at beginning of year $ 5,752,945 $ 5,284,345 $ 4,777,178
Depreciation expense for the year 76,892 468,600 507,167
Deductions during the year (5,118,716) 0 0
----------- ----------- -----------
Balance at end of year $ 711,121 $ 5,752,945 $ 5,284,345
=========== =========== ===========
(D) See Note B to the consolidated financial statements for
depreciation method and lives.
(E) See Note E to the consolidated financial statements for
further information.
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 V (DoHA-V), a Pennsylvania general partnership.
The partners of DoHA-V are as follows:
Name Age Position Term of Period Served
Office
SWDHA, Inc. -- Partner in No fixed Since May 1997
DoHA-V term
EPK, Inc. -- Partner in No fixed Since May 1997
DoHA-V term
For further description of DoHA-V, see paragraph e. of
this Item. There is no arrangement or understanding between
either person named above and any other person pursuant to which
any person was or is to be selected as an officer.
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-V is a general partnership
formed in 1988. The General Partner is responsible for
management and control of Registrant's affairs and will have
general responsibility and authority in conducting its
operations. The General Partner may retain its affiliates to
manage certain of the Properties.
On May 13, 1997, SWDHA, Inc. replaced Gerald Katzoff
and EPK, Inc. replaced DHP, Inc. as partners of DoHA-V. Spencer
Wertheimer, the President 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-V.
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 42) 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., a
subsidiary of D, LTD, since June 14, 1993 and as a Director and
Secretary/Treasurer of D, LTD. She has been 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 34) was appointed on May 13,
1997 as Assistant Secretary of EPK, Inc. Ms. Rudoi has 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 1999, Registrant paid no
cash compensation to DoHA-V, any partner therein or any person
named in paragraph c. of Item 10.
b. Compensation Pursuant to Plans - Registrant has no
plan pursuant to which compensation was paid or distributed
during 1999, or is proposed to be paid or distributed in the
future, to DoHA-V, 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 1999 to DoHA-V, 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 - None.
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
a. Pursuant to Registrant's Amended and Restated
Agreement of Limited Partnership, DoHA-V is entitled to 10% of
Registrant's distributable cash from operations in each year.
There was no such share allocable to DoHA-V for fiscal years 1997
through 1999.
b. Certain Business Relationships - Registrant has no
directors.
c. Indebtedness of Management - No 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.
<PAGE>
PART V
Item 14. (A) Exhibits, Financial Statement Schedules and
Reports on Form 8-K.
1. Financial Statements:
a. Consolidated Balance Sheets at
December 31, 1999 and 1998.
b. Consolidated Statements of Operations
for the Years Ended December 31, 1999, 1998 and
1997.
c. Consolidated Statements of Changes in
Partners' Equity for the Years Ended December
31, 1999, 1998 and 1997.
d. Consolidated Statements of Cash Flows
for the Years Ended December 31, 1999, 1998 and
1997.
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 Number Document
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.
(b) Reports on Form 8-K:
No reports were filed on Form
8-K during the quarter ended December 31, 1999.
(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
Date: November 20, 2000 By: Dover Historic Advisors V, 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 V General Partner
By: EPK, Inc., Partner
By: /s/ Spencer Wertheimer November 20, 2000
---------------------- -----------------
SPENCER WERTHEIMER
President and Treasurer
By: /s/ Michele F. Rudoi November 20, 2000
----------------------- -----------------
MICHELE F. RUDOI
Assistant Secretary
<PAGE>
