<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of Securities Exchange Act of 1934
Commission File
For the fiscal year ended December 31, 1996 Number 0-20273
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Delaware 04-6613783
(State of other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification Number)
One International Place, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 330-8600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Investor Limited Partnership Interests
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-B 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-KSB or any amendment to
this Form 10-KSB. [ ]
Registrant's revenues for its most recent fiscal year were $4,925,000.
No market exists for the limited partnership interests of the Registrant, and,
therefore, no aggregate market value can be determined.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-KSB Document
In Which Document is
Incorporated
Part I The Confidential Memorandum dated
August 1, 1989, filed as Exhibit
28(a) to the Form 10 Registration
Statement of 1999 Broadway Associates
Limited Partnership filed on May 28, 1992
1999 Broadway Associates Limited
Partnership pursuant to Regulation D of
the Securities Exchange Act of 1934,
as amended.
Transitional Small Business Disclosure Format: Yes ___ No X
<PAGE>
PART I
Item 1. Business.
Organization
1999 Broadway Associates Limited Partnership (the "Registrant") is a
Delaware limited partnership which was formed pursuant to a Certificate of
Limited Partnership filed on January 10, 1989 with the Secretary of State of the
State of Delaware for the sole purpose of investing in and operating a 42-story
office tower located at 1999 Broadway, Denver, Colorado (the "Office Tower"),
together with a parking garage located one and one-half blocks northeast of the
Office Tower at 2099 Welton Street, (the "Parking Garage", and together with the
Office Tower, collectively, the "Property"), by acquiring a 99.9% beneficial
interest in 1999 Broadway Partnership, formerly known as 1999 Broadway Joint
Venture (the "Operating Partnership"), a Delaware general partnership which owns
and operates the Property. The general partner of the Registrant is Winthrop
Financial Associates, A Limited Partnership, a Maryland limited
partnership ("WFA" or the "General Partner"). WFA is a real estate investment
company in the business of providing asset and property management services and
providing other financial and leasing services. See "Change in Control."
The Registrant was initially capitalized with contributions totaling $999.00
from WFA and $1.00 from its initial limited partner, WFC Realty Co., Inc. ("WFC
Realty"), a Massachusetts corporation and an affiliate of WFA. As of July 3,
1990 and pursuant to the Memorandum, the Registrant completed its offering of
460 units of limited partnership interests (collectively, the "Units") in a
private placement pursuant to Regulation D under the Securities Act of 1933, as
amended, raising a total of $46,356,905 in capital contributions from limited
partners (collectively, "Limited Partners").
The Operating Partnership, a Delaware general partnership, was formed on
September 28, 1988 for the purpose of acquiring the Property and improving and
operating the Property. The other general partner of the Operating Partnership
is 1999 Broadway Partners L.P., a Delaware limited partnership (the "Minority
Partner") whose general partner is WFA and whose limited partner is WFC Realty.
Initially, the Registrant and the Minority Partner each held a 50% partnership
interest in the Operating
<PAGE>
Partnership. As the Registrant raised capital in excess of $23,000,000 from
Limited Partners, it contributed such additional capital to the Operating
Partnership, increasing its percentage interest to 99.9% and reducing the
Minority Partner's interest to 0.10%.
The Registrant's sole business is investing as a 99.9% owner of beneficial
interests in the Operating Partnership which owns the Property.
Chapter 11 Reorganization
During the fall of 1995, the leases of two major tenants of the Property,
comprising approximately 85,000 and 53,000 square feet, expired and the tenants
did not renew largely due to relocation. Combined with other vacancies at the
time, occupancy at the Property as of October 1995 was approximately 68%. As a
result of this vacancy, there was insufficient operating revenue to meet the
Operating Partnership's obligations, including debt service to the mortgage
lender and required tenant improvement and leasing costs, unless a significant
portion of the Registrant's reserves were used. It was the Registrant's opinion
that its reserves would be better utilized attempting to restructure its
mortgage loan, and commenced discussions with the mortgage lender in an effort
to do so in October 1995.
In November 1995, the Operating Partnership did not make its monthly
mortgage payment on the debt encumbering the Property. Thereafter, the mortgage
lender, through its subsidiary DAG Management, Inc., obtained a court order on
November 14, 1995 to appoint a receiver to collect the rents of the Property and
take control of the management of the Property. The receiver never took
possession of the Property. On November 15, 1995, the Operating Partnership
commenced a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code. This action was necessary to retain control of the Property and
its rents and income, and to maintain and preserve the value of the Property to
the Operating Partnership. During the bankruptcy petition period, the Operating
Partnership continued in possession of the Property and operated and managed its
business as a debtor-in-possession.
The Registrant and the holder of the mortgage on the Property (the "Lender")
reached an agreement pursuant to which the Lender voted in favor of the Plan of
Reorganization (the "Plan") submitted by the Operating Partnership, which was
confirmed by the
<PAGE>
Bankruptcy Court on November 13, 1996. The Plan, became effective on February
28, 1997 ("Effective Date") and provides for the modification of the existing
loan as follows: (i) the maturity date is extended one year to September 1999,
(ii) principal payments will be based on a 25 year amortization schedule
(instead of 30 years), with a balloon payment being due at maturity, (iii)
additional principal payments of $2,000,000 to be paid on the Initial
Consummation Date (as defined below) and on the Plan's Effective Date,(iv)
monthly interest only payments from the Initial Consummation Date to the
Effective Date and (v) the modification of the existing mortgage as of the
Effective Date to incorporate the above modifications ("New Loan"). The loan
continues to bear interest at 9.5% per annum. In addition, the following
covenants have been incorporated in the New Loan: (a) property management fees
are limited to 4% of cash receipts so long as the New Loan is outstanding, (b)
no distributions to partners are permitted while the New Loan is outstanding,
(c) all tenant improvements shall be funded by the Registrant, (d) minimum
tangible net worth requirements of the partners of the Operating Partnership,
(e) "anti-bankruptcy provisions" which entitle the Lender to automatic relief
upon the occurrence of certain events (such as the filing of a bankruptcy action
by one of the general partners of the Operating Partnership), (f) "springing
guaranty" obligations of the Registrant which would make the loan obligations
recourse to the Registrant upon the occurrence of certain events (such as the
Registrant impeding or hindering the exercise of the Lender's rights under the
New Loan), and (g) the Lender's right to approve "non-standard" lease terms.
On November 26, 1996 (the "Initial Consummation Date" of the Plan) the
Registrant paid $7,147,000 to the Lender. The initial consummation payment
consisted of a $2,000,000 principal payment, $3,300,000 of accrued interest from
October 1, 1995 to November 26, 1996, a $1,000,000 payment to a reserve fund for
potential debt service shortfalls and to provide funds to lease up the property,
and approximately $847,000 for pre-petition liabilities, other claims of the
lender and costs associated with the reorganization. On February 28, 1997, the
Registrant paid approximately $2,223,000 to the Lender in accordance with the
Plan. This payment included the required $2,000,000 principal payment and
accrued interest from February 1, 1997 through February 28, 1997.
<PAGE>
Employees
The Registrant has no employees. Services are performed for the Registrant
and the Operating Partnership by their respective general partners and the
agents retained by them.
Property Management
The Operating Partnership has retained as its property manager Winthrop
Management, a Massachusetts general partnership and an affiliate of WFA.
Winthrop Management provides day-to-day management services for the Property,
including collection of rents, supervision and maintenance of the Property,
supervising its leasing agent, preparing property tax filings and reports and
bookkeeping. For its services, Winthrop Management receives a management fee
equal to 5% of gross revenues from the operation of the Property; however the
current amount payable is limited to 4% of cash receipts so long as the New Loan
is outstanding. In addition, on behalf of the Operating Partnership, Winthrop
Management retained First Winthrop Properties, Inc. (Colorado), a Colorado
corporation and an affiliate of WFA, as the Property's leasing agent. The
Operating Partnership pays leasing commissions between $2.00 and $4.00 per
square foot, depending on such factors, as whether First Winthrop Properties,
Inc. (Colorado) was the exclusive broker and whether the lease was a new lease,
expansion or renewal. Since 1993 the Operating Partnership engaged Cushman
Realty Corporation of Colorado to become the Office Tower's exclusive leasing
agent for new tenants (First Winthrop Properties, Inc. (Colorado) remains as the
Office Tower's agent for existing tenants). The leasing commissions earned by
Cushman are based on the same formula as those previously earned by First
Winthrop Properties, Inc. (Colorado) and such commissions are therefore be
deducted from those due First Winthrop Properties, Inc. (Colorado).
Competition
The real estate business is highly competitive and the Property has active
competition from similar properties in the vicinity. The Registrant is also
competing for potential buyers with respect to the ultimate sale of the
Property. See "Item 6, Management's Discussion and Analysis or Plan of
Operation."
<PAGE>
Partnership Agreement Amendment
In August 1995, the General Partner amended Section 11.12 of the
Registrant's partnership agreement to clarify and remove certain ambiguities
pertaining to the requirements for calling and voting at a meeting of limited
partners, or taking action by written consent of partners in lieu thereof. Such
requirements include, among other matters, that any action by written consent
may be initiated only by the General Partner or by one or more Limited Partners
holding not less than 10% of the outstanding Units.
Change in Control
The sole general partner of WFA is Linnaeus Associates Limited Partnership,
a Maryland limited partnership ("Linnaeus"). Until December 22, 1994, Arthur J.
Halleran, Jr. was the sole General Partner of Linnaeus. On December 22, 1994,
pursuant to an Investment Agreement entered into among Nomura Asset Capital
Corporation ("NACC"), Mr. Halleran and certain other individuals who comprised
the senior management of WFA, the general partnership interest in Linnaeus was
transferred to W.L. Realty, L.P.("W.L. Realty"). W.L. Realty is a Delaware
limited partnership, the general partner of which was, until July 18, 1995, A.I.
Realty Company, LLC ("Realtyco"). The equity securities of Realtyco were held by
certain employees of NACC. On July 18, 1995, Londonderry Acquisition II Limited
Partnership, a Delaware limited partnership ("Londonderry II"), an affiliate of
Apollo Real Estate Advisors, L.P. ("Apollo"), acquired, among other things,
Realtyco's general partner interest in W.L. Realty and a sixty four percent
(64%) limited partnership interest in W.L. Realty. WFA owns the remaining
thirty-five percent (35%) limited partnership interest. As a result of the
foregoing acquisitions, Londonderry II is the sole general partner of W.L.
Realty which is the sole general partner of Linnaeus, which in turn is the sole
general partner of WFA. As a result of the foregoing, effective July 18, 1995,
Londonderry II became the controlling entity of the General Partner. In
connection with the transfer of control, the officers and directors of WFA
resigned and Londonderry II appointed new officers. See "Item 9, Directors,
Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act."
<PAGE>
Item 2. Description of Property.
The Registrant has no properties other than its interest in the Operating
Partnership. The Operating Partnership owns the fee simple interest to the
Office Tower and Parking Garage described below.
The Office Tower. The Office Tower is a premium quality 42-story limestone
and reflective glass office building situated on a 36,299 square foot triangular
site in downtown Denver, Colorado. It was designed by C.W. Fentress &
Associates, P.C., developed by the Lawder Corporation and constructed by Hensel
Phelps Construction Company. Construction was completed in March 1985. The site,
including the Office Tower and the adjacent Holy Ghost Church (the "Church"),
constitutes the entire city block bounded by California on the north, Broadway
on the east, Welton on the south and 19th Street on the west. The Operating
Partnership does not own the Church building or the land directly underlying the
Church. The 36,299 square foot site (excluding the Church) includes an open,
landscaped grass and tree-lined plaza surrounding the Church and finished in
african green granite.
The Office Tower contains 635,737 net rentable square feet with a typical
floor size of 17,350 net rentable square feet. The Office Tower includes 36
floors of office space (floors 5-28 and 31-43) and four floors housing
mechanical and electrical facilities (floors 3-4 and 29-30), a mezzanine level
dedicated to retail space with additional retail space in the lobby and on the
31st floor. The Office Tower also contains a 55-space sublevel parking garage,
of which 7 spaces are deeded to the Church.
The Parking Garage. The Parking Garage is located one and one-half blocks
northeast of the Office Tower on a 25,000 square foot rectangular parcel at 2099
Welton Street, and is improved by an eight-story, 663-space, 197,000 square foot
concrete parking facility. The Parking Garage, which is built with concrete
columns and floors on a concrete slab, consists of eight covered levels and a
roof level served by two traction elevators. The Parking Garage includes a
garage manager's office, a cashier's booth and a small restroom. Twenty-four
hour security is provided at the Parking Garage and there is a card access
system which is integrated with the system at the garage at the Office Tower.
<PAGE>
Property Information
The following table sets forth the mortgage balance as of December 31, 1996,
the interest rate, the amortization period, the maturity date and the principal
balance due upon maturity.
12/31/96 Mortgage
Mortgage Interest Amortization Maturity Balance
Balance Rate Period Date at Maturity
_____________ __________ ______________ __________ _____________
$28,135,000 9.5% 25 yrs 09/30/99 $25,135,998
The following table sets forth the average annual occupancy rate and rent
per square foot for the Property for the years ended December 31, 1995 and 1996.
Average
Year Occupancy Rent/Sq. Ft.
______ _________ ____________
1995 68% $16.59
1996 70% $11.07
Only one tenant, U.S. West Communications, occupies more than 10% of the
rentable square footage of the Property. Such tenant occupies approximately
85,000 square feet, has a average rental rate of approximately $12.50 per square
foot and its lease term expires on March 31, 2000. No other tenant occupies more
than 10% of the available rental space. The following chart sets forth certain
information concerning lease expirations (assuming no renewals) for the
Property:
Number of Average sq/ft. Annualized Rental Percentage of
Tenants whose Covered by for Leases Total Annualized
Leases Expire Expiring Leases Expiring (1) Rental (1)
_____________ _______________ ____________ ________________
1997 12 64,108 $1,022,853 21.04
1998 4 9,488 130,048 3.49
1999 8 86,952 807,085 22.63
2000 4 111,963 1,471,308 51.98
2001 5 32,465 468,743 33.42
2002 1 17,583 264,555 17.69
2003 1 3,438 53,323 5.57
2004 2 68,347 904,473 100.00
2005 0 0 0 0.00
2006 0 0 0 0.00
(1) Based on actual base rent plus increases from various escalation
provisions as of December 31, 1996.
<PAGE>
Set forth below is a table showing the carrying value, accumulated
depreciation and federal tax basis (in thousands)of the Property as of December
31, 1996.
Federal
Carrying Accumulated Tax
Value Depriciation Rate Method Basis
___________ ______________ _________ ________ __________
$41,346 $12,204 7-35 yrs S/L $33,451
The following table sets forth the realty tax rate and realty taxes paid
for the Property in 1996.
Tax Taxes
Rate Paid
_____________ ______________
80.826/1000 $650,514
Competition
As noted under "Item 1, Description of Business", the real estate
industry is highly competitive. The Property of the Registrant is
subject to competition from other office buildings in the area.
Capital Improvements
No significant capital improvements are planned in the near future
for the Property other than tenant improvements which are necessary to
the leasing-up of the Property.
Insurance
In the opinion of the Registrant, the Property is adequately
insured.
Item 3. Legal Proceedings.
In re: 1999 Broadway Partnership, a Delaware general partnership,
Debtor, Chapter 11 Case No. 95-21989 MSK, in the United States
Bankruptcy Court for the District of Colorado. On November 15, 1995, the
Operating Partnership commenced a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code. The Plan of Reorganization
submitted by the
<PAGE>
Operating Partnership was confirmed by the court on
November 13, 1996, and became effective on February 28, 1997.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the
period covered by this report.
PART II
Item 5. Market Price for Common Equity and Related Stockholder Matters.
There is no established public trading market for Units in the
Registrant. Trading in Units is sporadic and occurs through private
transactions. As of March 15, 1997, there are approximately 552 holders
of Units.
The Registrant's partnership agreement requires that Cash Flow (as
defined therein) be distributed to the partners in specified proportions
at reasonable intervals during the fiscal year and in any event no later
than sixty (60) days after the close of each fiscal year. The Operating
Partnership is restricted form making any distributions of Cash Flow
under its restructed loan in accordance with the Plan of Reorganization,
until such time as the loan is paid in full (see "Item 1, Business -
Chapter 11 Reorganization"), and therefore no distributions will be made
in the foreseeable future. See "Item 6, Management's Discussion and
Analysis or Plan of Operation," for further information relating to
Registrant's future distributions.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
Liquidity and Capital Resources
The Registrant, through its 99.9% ownership interest in the 1999
Broadway Partnership (the "Operating Partnership"), owns a 42-story
office tower located in Denver, Colorado together with a parking garage
located one and one-half blocks northeast of the office tower
(collectively, the "Property"). The Operating Partnership generates
rental revenue from the Property and is responsible for the Property's
operating expenses as well as its administrative costs.
The Registrant's original business plan was to selectively
contribute its reserves to the Operating Partnership to enhance the
Property's value (through leasing the Property). The Registrant hoped
that the Denver market would improve so that the Property could generate
cash flow distributions and realize capital appreciation above the first
mortgage loan. The Denver market has not yet achieved the fundamental
rebound required for the Registrant to achieve its long term investment
objective of realizing capital appreciation.
In November 1995, the Operating Partnership did not make its monthly
mortgage payment on the debt encumbering the Property. Thereafter, the
lender holding the mortgage encumbering the Property, through its
subsidiary DAG Management, Inc., obtained a court order on November 14,
1995 to appoint a receiver to collect the rents of the Property and take
control of the management of the Property. The receiver never took
possession of the Property. On November 15, 1995, the Operating
Partnership commenced a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code. This action was necessary to
retain control of the Property and its rents and income, and to maintain
and preserve the value of the Property to the Operating Partnership.
During the bankruptcy petition period, the Operating Partnership
continued in possession of the Property and operated and managed its
business as a debtor-in-possession.
The Registrant and the holder of the mortgage on the Property (the
"Lender") reached an agreement pursuant to which the Lender voted in
favor of the Plan of Reorganization (the "Plan") submitted by the
Operating Partnership, which was confirmed by the Bankruptcy Court on
November 13, 1996. The Plan, became effective
<PAGE>
on February 28, 1997 ("Effective Date") and provides for the modification of
the existing loan as follows: (i) the maturity date is extended one year to
September 1999, (ii) principal payments will be based on a 25 year amortization
schedule (instead of 30 years), with a balloon payment being due at
maturity, (iii) additional principal payments of $2,000,000 to be paid
on the Initial Consummation Date (as defined below) and on the Plan's
Effective Date, (iv) monthly interest only payments from the Initial
Consummation Date to the Effective Date and (v) the modification of the
existing mortgage as of the Effective Date to incorporate the above
modifications ("New Loan"). The loan continues to bear interest at 9.5%
per annum. In addition, the following covenants have been incorporated
in the New Loan: (a) property management fees have been limited to 4% of
cash receipts so long as the New Loan is outstanding, (b) no
distributions to partners are permitted while the New Loan is
outstanding, (c) all tenant improvements shall be funded by the
Registrant and, (d) minimum tangible net worth requirements of the
Partners of the Operating Partnership.
On November 26, 1996 (the "Initial Consummation Date" of the Plan)
the Registrant paid $7,147,000 to the Lender. The initial consummation
payment consisted of a $2,000,000 principal payment, $3,300,000 of
accrued interest from October 1, 1995 to November 26, 1996, a $1,000,000
payment to a reserve fund for potential debt service shortfalls and to
provide funds to lease up the property, and approximately $847,000 for
pre-petition liabilities, other claims of the Lender and costs
associated with the reorganization. On February 28, 1997, the Registrant
paid approximately $2,223,000 to the Lender in accordance with the Plan.
This payment included the required $2,000,000 principal payment and
accrued interest from February 1, 1997 through February 28, 1997.
The Registrant's level of liquidity based on cash and cash
equivalents decreased by $5,423,000 for the year ended December 31, 1996
as compared to December 31, 1995. The decline is attributable to
$2,140,000 of cash used in operating activities, $1,283,000 of cash used
in investing activities and $2,000,000 of cash used in financing
activities. Cash from operations declined due to a decrease in occupancy
from 1995 to 1996. Cash used in investing activities consisted of a
$1,000,000 payment to a reserve fund, which was established at the
Initial Consummation Date of the Plan and $283,000 in improvements to
real estate. Cash used in financing activities consisted of a $2,000,000
<PAGE>
principal payment as a required condition of the Plan of Reorganization.
During the bankruptcy petition period, the Registrant's leasing activity
was restricted by the bankruptcy court. The Registrant is currently
attempting to lease-up the unoccupied space. The Registrant has budgeted
approximately $6,000,000 for tenant improvements and leasing commissions
during the next twelve months. The Registrant will provide these funds
from existing reserves. The Registrant invests its working capital
reserves in a money market account.
At this time, it appears that the original investment objective of
capital growth from the inception of the Registrant will not be attained
and that Limited Partners will not receive a return of their invested
capital. The extent to which invested capital is returned to Limited
Partners is dependent upon the performance of the Property and the
market in which it is located. Subsequent to September 1999, the ability
to hold and operate the Property is dependent upon the Operating
Partnership's ability to restructure or refinance the first mortgage
loan or sell the Property.
Results of Operations
Operating results, before non-operating income (expenses), declined
by $1,985,000 for the year ended December 31, 1996, as compared to 1995
primarily due to a decrease in rental income of $2,245,000, which was
slightly offset by a $260,000 decrease in expenses.
During 1995, the Property maintained an occupancy level of
approximately 85% with the exception of the last quarter of 1995 which
ended with the Property having occupancy of 68%. This was the result of
two tenants, whose leases covered approximately 138,000 square feet of
space, vacating the Property. During 1996, the Property maintained a
similar occupancy level, ending 1996 with the Property being 70%
occupied.
Operating expenses declined by $260,000 for the year ended 1996 as
compared to 1995 primarily due to decreases in management and other fees
of $144,000 and utilities of $86,000, both of which are directly related
to the decrease in occupancy. These decreases were partially offset by a
$103,000 increase in depreciation and amortization. This increase is
attributable to the write-off of unamortized deferred costs and tenant
<PAGE>
improvements related to vacating tenants in 1996. All other expenses
remained relatively constant.
Interest income decreased by $107,000 for the year ended December
31, 1996, as compared to 1995, due to lower average working capital
reserves available for investment.
Interest expense remained relatively constant. The decrease of
$27,000 is attributable to a $2,000,000 principal payment made on
November 26, 1996 in connection with the Plan of Reorganization.
<PAGE>
Item 7. Financial Statements
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
Consolidated Financial Statements
Year Ended December 31, 1996
Table of Contents
Page
Independent Auditors' Reports F-2
Consolidated Financial Statements:
Balance Sheets at December 31, 1996 and 1995 F-4
Statements of Operations for the Years Ended
December 31, 1996 and 1995 F-5
Statements of Partners' Capital for the Years Ended
December 31, 1996 and 1995 F-6
Statements of Cash Flows for the Years Ended
December 31, 1996 and 1995 F-7
Notes to Consolidated Financial Statements F-8
F-1
<PAGE>
Independent Auditors' Report
To the Partners
1999 Broadway Associates Limited Partnership:
We have audited the accompanying consolidated balance sheet of 1999 Broadway
Associates Limited Partnership (the "Partnership") and its subsidiary as of
December 31, 1996, and the related consolidated statements of operations,
partners' capital and cash flows for the year then ended. 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 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 consolidated
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 consolidated financial position of 1999
Broadway Associates Limited Partnership and its subsidiary as of December 31,
1996, and the results of their operations and their cash flows for the year then
ended in conformity with generally accepted accounting principles.
/s/ Imowitz Koenig & Co., LLP
New York, N.Y.
February 28, 1997
F-2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
1999 Broadway Associates Limited Partnership:
We have audited the accompanying consolidated balance sheet of 1999 Broadway
Associates Limited Partnership (the Partnership) and its subsidiary as of
December 31, 1995, and the related consolidated statements of operations,
partners' equity and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedules 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 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Partnership and
its subsidiary as of December 31, 1995, and the results of their operations and
their cash flows for the year then ended, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 15, 1996
F-3
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------
1996 1995
----------------- ----------------
<S> <C> <C>
ASSETS
Real Estate, at cost:
Land $ 1,700 $ 1,700
Building and improvements, net of accumulated
depreciation of $12,204 (1996) and $10,953 (1995) 27,442 28,450
----------------- ----------------
29,142 30,150
Other Assets:
Cash and cash equivalents 8,580 14,003
Restricted cash 1,000 --
Receivables and other assets 290 383
Deferred rent receivable 665 1,167
Deferred costs, net of accumulated amortization
of $3,248 (1996) and $2,637 (1995) 1,153 1,749
----------------- ----------------
Total Assets $ 40,830 $ 47,452
================= ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan payable $ 28,135 $ 30,135
Accrued interest payable 252 716
Accounts payable and accrued expenses 1,072 1,284
Payable to related party 22 98
Security deposits 140 152
----------------- ----------------
Total Liabilities 29,621 32,385
----------------- ----------------
Commitments
Partners' Capital:
Investor limited partners' capital (460 units outstanding
at December 31, 1996 and 1995) 12,640 16,459
General partner's deficit (1,431) (1,392)
----------------- ----------------
Total Partners' Capital 11,209 15,067
----------------- ----------------
Total Liabilities and Partners' Capital $ 40,830 $ 47,452
================= ================
See notes to consolidated financial statements.
F-4
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Unit Data)
</TABLE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1996 1995
-------------------- -----------------
<S> <C> <C>
Revenues:
Rental income $ 4,925 $ 7,170
Other income 356 356
-------------------- -----------------
Total revenues 5,281 7,526
-------------------- -----------------
Expenses:
Real estate taxes 651 658
Payroll and payroll expense reimbursements 620 628
Operating expenses 692 670
Repairs and maintenance 665 670
Utilities 711 797
Management and other fees 422 566
General and administrative costs 249 390
Insurance 117 111
Depreciation and amortization 1,873 1,770
-------------------- -----------------
Total expenses 6,000 6,260
-------------------- -----------------
Operating (loss) income (719) 1,266
Non-operating income (expenses):
Interest income 574 728
Interest expense (2,909) (2,936)
Reorganization item - interest income 47 --
Reorganization item - professional fees (851) --
-------------------- -----------------
Net loss $ (3,858) $ (942)
==================== =================
Net loss allocated:
General Partner $ (39) $ (9)
Investor Limited Partners (3,819) (933)
-------------------- -----------------
Net loss $ (3,858) $ (942)
==================== =================
Net loss allocated to
Limited Partners Per Limited Partner Unit $ (8,302.17) $ (2,028.26)
==================== =================
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(In Thousands, Except Unit Data)
Partnership Partner's Partner's
Interest Capital (Deficit) Total
----------- ---------- ---------- --------
Balance - December 31, 1994 460 $ 17,392 $ (1,383) $16,009
Net loss -- (933) (9) (942)
----------- ---------- ---------- --------
Balance - December 31, 1995 460 16,459 (1,392) 15,067
Net loss -- (3,819) (39) (3,858)
----------- ---------- ---------- --------
Balance - December 31, 1996 460 $ 12,640 $ (1,431) $11,209
=========== ========== ========== ========
See notes to consolidated financial statements.
F-6
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1996 1995
-------------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,858) $ (942)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation and amortization 1,938 1,835
Deferred rent receivable 502 619
Changes in assets and liabilities:
Receivables and other assets 93 (290)
Deferred costs (51) (845)
Accounts payable, accrued expenses, payable to
related party and security deposits (300) 527
Accrued interest payable (464) 476
-------------------- -----------------
Net cash (used in) provided by operating activities (2,140) 1,380
-------------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to building and improvements (283) (334)
Restricted cash (1,000) --
-------------------- -----------------
Cash used in investing activities (1,283) (334)
-------------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage loan (2,000) (211)
-------------------- -----------------
Cash used in financing activities (2,000) (211)
-------------------- -----------------
Net (Decrease) Increase in Cash and Cash Equivalents (5,423) 835
Cash and Cash Equivalents at Beginning of Year 14,003 13,168
-------------------- -----------------
Cash and Cash Equivalents at End of Year $ 8,580 $ 14,003
==================== =================
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 3,308 $ 2,395
==================== =================
</TABLE>
See notes to consolidated financial statements.
F-7
<PAGE>
[STAMPED PAGES 18-21... IN ANOTHER FILE
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
1999 Broadway Associates Limited Partnership (the "Investor
Partnership") was formed January 10, 1989 under the laws of the State
of Delaware for the purpose of acquiring a general partnership
interest in 1999 Broadway Partnership (the "Operating Partnership").
The Investor Partnership and the Operating Partnership are
collectively referred to as the "Partnerships". The Operating
Partnership was formed to acquire and operate a 42-story, 635,737
(net rentable) square foot office tower (the "Office Tower") known as
1999 Broadway, as well as an eight-story parking garage (the
"Garage"), which are both located in downtown Denver, Colorado. The
Office Tower, together with the Garage, (the "Property") was acquired
on September 30, 1988 for $83,000,000 and financed by a purchase
money loan from First Interstate Structures, a subsidiary of First
Interstate Bank. The general partner of the Investor Partnership is
Winthrop Financial Associates, a Maryland Limited Partnership
("WFA").
The general partners of the Operating Partnership are the Investor
Partnership, which holds a 99.9% general partnership interest and
1999 Broadway Partners, L.P. which holds a .1% general partnership
interest. The Investor Partnership will terminate on December 31,
2038, or earlier upon the occurrence of certain events specified in
the Partnership Agreement.
Principles of Consolidation
The accompanying financial statements reflect the accounts of the
Investor Partnership consolidated with the Operating Partnership. All
significant intercompany transactions and balances have been
eliminated.
Use of Estimates
The preparation of 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. Such estimates that are
particularly susceptible to change relate to the Partnership's
estimate of the fair value of the real estate. Actual results could
differ from those estimates.
Real Estate
Real estate is carried at cost, adjusted for depreciation and
impairment of value. Acquisition fees are capitalized as a cost of
real estate. On January 1, 1996, the Partnership adopted Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of", which requires impairment losses to be recognized for
long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows are not sufficient to
recover the asset's carrying amount. The impairment loss is measured
by comparing the fair value of the asset to its carrying amount. The
adoption of the SFAS had no effect on the Partnership's financial
statements.
F-8
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an
original maturity of three months or less at the time of purchase to
be cash equivalents.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation. Balances in
excess of $100,000 are usually invested in money market accounts,
secured by United States Treasury obligations. Cash balances exceeded
these insured levels during the year. At December 31, 1996, the
Partnership had approximately $8,231,000 invested in money market
accounts which are included in cash and cash equivalents.
Depreciation
The Operating Partnership provides for depreciation of real property
using the straight-line method over an estimated useful life of 35
years for building and improvements and seven years for furnishings.
Tenant improvements are depreciated by the straight line method over
the life of the respective tenant's lease. Depreciation expense was
$1,291,000 and $1,263,000 for 1996 and 1995, respectively.
Deferred Rent Receivable
The Operating Partnership records rental revenue on a straight-line
basis over the noncancellable term of the lease irrespective of the
actual payment terms. The difference is classified as deferred rent
receivable on the accompanying consolidated balance sheets.
Deferred Costs
Financing costs and leasing costs are capitalized and amortized using
the straight-line method over the term of the related agreements.
Financing costs are amortized as interest expense. Organization costs
have been amortized on the straight-line method over five years.
Income Taxes
Taxable income or loss of the Partnership is reported in the income
tax returns of its partners. Accordingly, no provision for income
taxes is made in the financial statements of the Partnership.
F-9
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Allocation of Income (Loss)
In accordance with the partnership agreement, income and cash flow of
the Investor Partnership shall be allocated (after certain priorities
to the investor limited partners) 97% to the investor limited
partners and 3% to WFA; losses shall be allocated 99% to investor
limited partners and 1% to WFA.
Disclosures About the Fair Value of Financial Instruments
In 1995, the Partnership adopted SFAS No. 107 "Disclosures About the
Fair Value of Financial Instruments", which requires that disclosure
be made of estimates of the fair value of each class of financial
instrument. Financial instruments held by the Partnership as of
December 31, 1996, consist primarily of cash and cash equivalents,
short-term trade receivables and payables, for which the carrying
amounts approximate fair values due to the short-term maturity of
these instruments, and long-term debt. The Partnership estimates the
fair value of its fixed rate mortgage by discounted cash flow
analysis, based on estimated borrowing rates currently available to
the Partnership.
Reclassifications
Certain amounts from 1995 have been reclassified to conform to the
1996 presentation.
Note 2 - DEFERRED COSTS
The following is a summary of deferred costs at December 31:
Period 1996 1995
------ ---- ----
Organization costs 5 Years $ 443,000 $ 443,000
Mortgage loan fees 9.75 Years 604,000 604,000
Lease commissions lease term 2,492,000 2,483,000
Lease costs lease term 862,000 856,000
-------------- ---------------
4,401,000 4,386,000
Less: accumulated amortization (3,248,000) (2,637,000)
-------------- --------------
$ 1,153,000 $ 1,749,000
============= ==============
Note 3 - PETITION OF RELIEF UNDER CHAPTER 11
On November 15, 1995, the Operating Partnership filed a petition for
relief under Chapter 11 of federal bankruptcy laws in the United
States Bankruptcy Court. Under Chapter 11, certain claims against the
Operating Partnership, in existence prior to the filing of the
petition for relief under the federal bankruptcy laws, were stayed
while the Operating Partnership continued business operations as
debtor-in-possession. Claims secured against the Operating
Partnership assets also were stayed, although the holders of such
claims had the right to move the court for relief from the stay.
Secured claims were secured primarily by liens on the Operating
Partnership property.
F-10
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
Note 3 - PETITION OF RELIEF UNDER CHAPTER 11 (continued)
- ------ -----------------------------------------------
The Partnership and the holder of the mortgage on the Property (the
"Lender") reached an agreement pursuant to which the Lender voted in
favor of the Plan of Reorganization (the "Plan") submitted by the
Operating Partnership, which was confirmed by the Bankruptcy Court on
November 13, 1996. The Plan became effective on February 28, 1997
("Effective Date") and provides for the modification of the existing
loan as follows: (i) the maturity date is extended one year to
September 1999, (ii) principal payments will be based on a 25 year
amortization schedule, (iii) additional principal payments of
$2,000,000 to be paid on the Initial Consummation Date (as defined
below) and on the Plan's Effective Date, (iv) monthly interest only
payments from the Initial Consummation Date to the Effective Date and
(v) the modification of the existing mortgage as of the Effective
Date to incorporate the above modifications ("New Note") (see Note
4). The loan continues to bear interest at 9.5% per annum.
On November 26, 1996 (the "Initial Consummation Date" of the Plan)
the Partnership paid $7,147,000 to the lender. The initial
consummation payment consisted of a $2,000,000 principal payment,
$3,300,000 of accrued interest from October 1, 1995 to November 26,
1996, a $1,000,000 payment to a reserve fund for potential debt
service shortfalls and to provide funds to lease up the property, and
approximately $847,000 for pre-petition liabilities, other claims of
the Lender and costs associated with the reorganization. This payment
represents the satisfaction of the pre-petition liabilities at face
value, and, accordingly, no gain or loss has been recognized.
Note 4 - MORTGAGE LOAN PAYABLE
The mortgage loan is nonrecourse and is collateralized by a first
deed of trust on the property. The Partnership did not make any debt
service payments after the bankruptcy filing date. In accordance with
the Plan, as confirmed, the New Note (see Note 3), which became
effective February 28, 1997, requires principal payments as follows:
1997 $ 2,222,000
1998 291,000
1999 25,622,000
---------------
Total $ 28,135,000
===============
In addition, the following covenants have been incorporated in the
New Note: (i) property management fees have been reduced to 4% of
cash receipts as long as the New Note is outstanding, (ii) no
distributions to partners are permitted while the New Note is
outstanding, (iii) all tenant improvements shall be funded by the
Investor Partnership (see Note 8) and, (iv) minimum tangible net
worth requirements of the Partners of the Operating Partnership. It
is the management's estimate that the fair value of the Operating
Partnership's mortgage loan payable approximates its carrying amount
at year end.
F-11
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
Note 5 - RELATED PARTY TRANSACTIONS
The Partnership has incurred charges and made commitments to
companies affiliated by common ownership and management with WFA.
Related party transactions with the WFA and its affiliates include
the following:
a. The Operating Partnership had paid or accrued to an affiliate
of WFA an annual property management fee equal to 5% of cash
receipts. Management fees of $272,000 and $409,000 were paid
or accrued for the years ended December 31, 1996 and 1995,
respectively. In accordance with the Plan of Reorganization
(see Notes 3 and 4), commencing on the Plan's effective date,
property management fees are reduced to 4% of cash receipts as
long as the New Note is outstanding.
b. The Operating Partnership pays or accrues to WFA an annual
partnership administration and investor service fee of
$100,000, increased annually by 6% (commencing in 1990). Fees
of $150,000 and $142,000, were paid or accrued for the years
ended December 31, 1996 and 1995, respectively.
c. Included in deferred costs are leasing commissions paid to
Winthrop management of $84,000 for the year ended
December 31, 1995.
d. Cleaning fees of $438,000 were paid to The Cleaning Force,
an affiliate of WFA, for the year ended December 31, 1995.
Note 6 - MINIMUM FUTURE RENTAL REVENUES
The Partnership leases office space to various tenants under a
variety of terms, including escalation provisions, renewal options
and obligations of the tenants to reimburse operating expenses.
The aggregate future minimum fixed lease payments receivable under
noncancellable leases at December 31, 1996 are as follows:
Year Amount
---- ------
1997 $ 4,275,000
1998 3,600,000
1999 3,128,000
2000 1,982,000
2001 1,289,000
Thereafter 2,337,000
-------------
$ 16,611,000
=============
F-12
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
Note 6 - FUTURE MINIMUM RENTAL REVENUES (Continued)
The Partnership received more than 10% of its lease revenue from one
tenant in 1996 and from two tenants in 1995. The first tenant
accounted for approximately 22% and 26%, respectively of total rental
revenue for the year ended December 31, 1996 and 1995. The second
tenant accounted for 18% of total rental revenues for the year ended
December 31, 1995.
Note 7 - COMMITMENTS
The Investor Partnership maintained approximately $8,000,000 of the
cash and cash equivalents at December 31, 1996. These funds were used
to make the principal payment due on the mortgage loan on the
Effective Date and are expected to be used for future tenant
improvements at the property.
Note 8 - RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
The differences between the accrual method of accounting for income
tax reporting and the accrual method of accounting used in the
consolidated financial statements are as follows:
(In Thousands)
1996 1995
---- ----
Net loss - financial statements $ (3,858) $ (942)
Differences resulted from:
Depreciation 86 68
Prepaid Rents 36 (37)
Rental Revenue 503 619
Amortization (64) (64)
Bad Debt Expense 123 (20)
Other 37 (35)
--------------- -----------------
Net loss - income tax method $ (3,137) $ (411)
=============== ===============
F-13
<PAGE>
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Effective September 19, 1996, the Registrant dismissed its prior
Independent Auditors, Arthur Andersen LLP ("Arthur Andersen") and
retained as its new Independent Auditors, Imowitz Koenig & Co., LLP
("Imowitz Koenig"). Arthur Andersen's Independent Auditors' Report on
the Registrant's financial statements for calendar year ended December
31, 1995, did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to audit scope or accounting
principles. However, Arthur Andersen's Independent Auditor's Report for
the calendar year ended December 31, 1995 was modified due to
uncertainty regarding the Registrant's ability to continue as a going
concern since the Registrant had not satisfied its then current
obligations and had filed petitions for relief under Chapter 11 of the
federal bankruptcy laws in the United States Bankruptcy Court. The
decision to change Independent Auditors was approved by the Registrant's
managing general partner's directors. During calendar year ended 1995
and through September 19, 1996, there were no disagreements between the
Registrant and Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of
procedure which disagreements if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports.
Effective September 19, 1996, the Registrant engaged Imowitz Koenig
as its Independent Auditors. The Registrant did not consult Imowitz
Koenig regarding any of the matters or events set forth in Item
304(a)(2) of Regulation S-B prior to September 19, 1996.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act of the Registrant.
(a) Identification of Directors and Executive Officers.
The Registrant has no directors or executive officers. The general
partner of the Registrant is WFA. WFA manages and controls substantially
all of Registrant's affairs and has general responsibility and ultimate
authority in all matters affecting its business. As of March 1, 1997,
the names of the executive officers of WFA and the position held by each
of them, are as follows:
Has served as an
Officer of the
Name Positions Held General Partner since
____ ______________ _____________________
Michael L. Ashner Chief Executive January 1996
Officer and
Director
Richard J. McCready Chief Operating July 1995
Officer
President
Jeffrey Furber Executive Vice July 1995
President
and Clerk
Edward Williams Chief Financial April, 1996
Officer,
Vice President
and Treasurer
Peter Braverman Senior Vice January 1996
President
Michael L. Ashner, age 45, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") since
January 15, 1996. From June 1994 until January 1996, Mr. Ashner was a
Director, President and Co-chairman of National Property Investors,
Inc., a real estate investment company ("NPI"). Mr. Ashner was also a
Director and executive officer of NPI Property Management Corporation
("NPI Management") from April 1984 until January 1996. In addition,
since 1981 Mr.
<PAGE>
Ashner has been President of Exeter Capital Corporation, a firm which
has organized and administered real estate limited partnerships.
Richard J. McCready, age 38, is the President and Chief Operating
Officer of WFA and its subsidiaries. Mr. McCready previously served
as a Managing Director, Vice President and Clerk of WFA and a
Director, Vice President and Clerk of the Managing General Partner
and all other subsidiaries of WFA. Mr. McCready joined the Winthrop
organization in 1990.
Jeffrey Furber, age 37, has been the Executive Vice President of WFA
and the President of Winthrop Management since January 1996. Mr. Furber
served as a Managing Director of WFA from January 1991 to December 1995
and as a Vice President from June 1984 until December 1990.
Edward V. Williams, age 56, has been the Chief Financial Officer of
WFA since April 1996. From June 1991 through March 1996, Mr. Williams
was Controller of NPI and NPI Management. Prior to 1991, Mr. Williams
held other real estate related positions including Treasurer of
Johnstown American Companies and Senior Manager at Price Waterhouse.
Peter Braverman, age 45, has been a Senior Vice President of WFA
since January 1996. From June 1995 until January 1996, Mr. Braverman was
a Vice President of NPI and NPI Management. From June 1991 until March
1994, Mr. Braverman was President of the Braverman Group, a firm
specializing in management consulting for the real estate and
construction industries. From 1988 to 1991, Mr. Braverman was a Vice
President and Assistant Secretary of Fischbach Corporation, a publicly
traded, international real estate and construction firm.
One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the
following limited partnerships which either have a class of securities
registered pursuant to Section 12(g) of the Securities and Exchange Act
of 1934, or are subject to the reporting requirements of Section 15(d)
of such Act: Winthrop Partners 79 Limited Partnership; Winthrop Partners
80 Limited Partnership; Winthrop Partners 81 Limited Partnership;
Winthrop Residential Associates I, A Limited Partnership; Winthrop
Residential Associates II, A Limited Partnership; Winthrop Residential
Associates III, A Limited Partnership; 1626 New York
<PAGE>
Associates Limited Partnership; Indian River Citrus Investors Limited
Partnership; Nantucket Island Associates Limited Partnership; One
Financial Place Limited Partnership; Presidential Associates I Limited
Partnership; Riverside Park Associates Limited Partnership; Springhill
Lake Investors Limited Partnership; Twelve AMH Associates Limited
Partnership; Winthrop California Investors Limited Partnership; Winthrop
Growth Investors I Limited Partnership; Winthrop Interim Partners I, A
Limited Partnership; Southeastern Income Properties Limited Partnership;
Southeastern Income Properties II Limited Partnership; Winthrop Miami
Associates Limited Partnership and Winthrop Apartment Investors Limited
Partnership.
Each officer of the General Partner will hold office until the next
annual meeting of the General Partner and until his successor is elected
and qualified.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant under Rule 16a-3(e) during the Registrant's
most recent fiscal year and Forms 5 and amendments thereto furnished to
the Registrant with respect to its most recent fiscal year, the
Registrant is not aware of any director, officer or beneficial owner of
more than ten percent of the units of limited partnership interest in
the Registrant that failed to file on a timely basis, as disclosed in
the above Forms, reports required by section 16(a) of the Exchange Act
during the most recent fiscal year or prior fiscal years.
(b) Identification of Certain Significant Employees. None.
(c) Family Relationships. None.
(d) Involvement in Certain Legal Proceedings. None.
Item 10. Executive Compensation.
Registrant is not required to and did not pay any compensation to the
officers or partners of the General Partner. The General Partner does not
presently pay any compensation to any of its officers or partners (See "Item 12,
Certain Relationships and Related Transactions").
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners. The Registrant
is a limited partnership and has issued Units of limited partnership interest.
The Units are not voting securities, except that the consent of Limited
Partners is required to approve or disapprove certain transactions including
the removal of the General Partner, certain amendments to the Registrant's
partnership agreement, the dissolution of the Registrant or the sale of all or
substantially all of the assets of the Registrant. No Limited Partner owns
beneficially more than 5% of the Units in the Registrant.
(b) Security Ownership of Management. No officers or partners of
WFA beneficially own any Units.
(c) Changes in Control. There exists no arrangement, known to the
Registrant, which would result in a change in control of the Registrant.
Item 12. Certain Relationships and Related Transactions.
(a) Transactions with Management and Others.
The officers and partners of WFA receive no remuneration or other
compensation from the Registrant or the Operating Partnership.
Under the terms of the Registrant's partnership agreement, the
General Partner and its affiliates are entitled to receive various fees,
commissions, cash distributions, allocations of
<PAGE>
taxable income and loss and expense reimbursements from the Registrant.
The following table sets forth the amounts of fees, commissions and
cash distributions which the Registrant or the Operating Partnership
paid to or accrued to the account of the General Partner or its
affiliates for the years ended December 31, 1995 and 1996:
Entity Compensation 1995 1996
------ ------------ ---- ----
Winthrop Financial Annual Partnership
Associates Investor Service $142,000 $150,000
Fee
Winthrop Financial Cash Distributions $ -0- $ -0-
Associates
Winthrop Management Management, Construction
and First Winthrop Supervision, Legal
Properties, Inc. and Leasing Fees
(Colorado) $493,000 $272,000
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits - The Exhibits listed in the accompanying Index to
Exhibits are filed as a part of this Annual Report and incorporated in this
Annual Report as set forth in said index.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the last quarter covered by this
report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf of the undersigned, thereunto duly authorized.
1999 BROADWAY ASSOCIATES
LIMITED PARTNERSHIP
By: WINTHROP FINANCIAL
ASSOCIATES, A LIMITED
PARTNERSHIP,
Managing General Partner
By: /s/ Michael L. Ashner
Michael Ashner
Chief Executive Officer
Date: March 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature/Name Title Date
/s/ Michael Ashner Chief Executive March 28, 1997
- ------------------
Michael Ashner Officer and Director
/s/ Edward Williams Chief Financial Officer March 28, 1997
- ------------------
Edward Williams
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document
- ------ --------
3 (a) Certificate of Limited Partnership of 1999 Broadway
Associates Limited Partnership, filed on January 10, 1989
(1)
4 (a) Amended and Restated Limited Partnership Agreement of
1999 Broadway Associates Limited Partnership, dated as of
September 22, 1989(1)
4 (b) Amended and Restated Partnership Agreement of 1999 Broadway
Joint Venture dated as of September 22, 1989 and the First
Amendment to the Partnership Agreement of 1999 Broadway
Joint Venture dated as of December 1, 1991(1)
10 (a) Amended Promissory Note, dated November 1, 1991 payable
to the order of First Interstate Structures, Inc.(1)
10 (b) Deed of Trust, Assignment of Rents, Security Agreement and
Financing Statement, dated September 30, 1988 and Amendment to
Deed of Trust, dated November 1, 1991 ("Deed of Trust")(1)
10 (c) Security Agreement, dated September 30, 1988 and the
Amendment to Security Agreement, dated as of November 1,
1991(1)
10 (d) Assignment of Leases and Rents, dated as of September 30,
1988 and the Amendment to Assignment of Leases and Rents,
dated as of November 1, 1991(1)
10 (e) Special Warranty Deed, dated September 30, 1988(1)
10 (f) Amended and Restated Commercial Management Agreement, dated
as of January 1, 1990 (the "Management Agreement") and
the First Amendment to the Management Agreement, dated
October 22, 1991(1)
10 (g) Leasing Agreement, dated as of January 1, 1990(1)
<PAGE>
10 (h) Exclusive Leasing Agency Agreement dated July 15, 1993
between 1999 Broadway Partnership and Cushman Realty
Corporation of Colorado (2)
10 (i) Amendment to Amended and Restated Limited Partnership
Agreement of 1999 Broadway Associates Limited Partnership
(3)
10 (j) Disclosure Statement of 1999 Broadway Partnership dated March
14, 1996 (4)
10 (k) Fourth Amended Plan of Reorganization of 1999 Broadway
Partnership dated November 1, 1996 attached hereto as exhibit
10(k) Page __
10 (l) Reaffirmation, Ratification and Amendment Agreement dated as
of February 28, 1997 by and among 1999 Broadway Partnership,
1999 Broadway Associates Limited Partnership, 1999 Broadway
Partners, L.P. and DAG Management, Inc. attached hereto as
exhibit 10(l) Page __
10 (m) Guaranty made as of February 28, 1997, by 1999 Broadway
Associates Limited Partnership in favor of DAG Management,
Inc. (a substantially similar guaranty has been issued by
1999 Broadway Partners, L.P. in favor of DAG Management,
Inc.) attached hereto as exhibit 10(m) Page __
- -------------------------
(1) Incorporated by reference to the same Exhibit Number filed with the
Registrant's Registration Statement filed on May 28, 1992 (File No.
0-20273).
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the calendar year ended December 31, 1994.
(3) Incorporated by reference to Registrant's Current Report on Form 8-K
filed September 5, 1995.
(4) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the calendar year ended December 31, 1995.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from 1999
Broadway Associates Limited Partnership and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 8,580,000
<SECURITIES> 0
<RECEIVABLES> 413,000 <F1>
<ALLOWANCES> (123,000)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 41,346,000
<DEPRECIATION> (12,204,000)
<TOTAL-ASSETS> 40,830,000
<CURRENT-LIABILITIES> 0
<BONDS> 28,135,000
0
0
<COMMON> 0
<OTHER-SE> 11,209,000
<TOTAL-LIABILITY-AND-EQUITY> 40,830,000
<SALES> 0
<TOTAL-REVENUES> 5,281,000
<CGS> 0
<TOTAL-COSTS> 5,751,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,909,000
<INCOME-PRETAX> (3,858,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,858,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,858,000)
<EPS-PRIMARY> (8,302.17)
<EPS-DILUTED> (8,302.17)
<FN>
<F1> Includes $139,000 of other assets.
</FN>
</TABLE>
