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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, 1997 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)
5 Cambridge Center, 9th Floor, Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 234-3000
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
(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-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 $5,599,000.
No market exists for the limited partnership interests of the
Registrant, and, therefore, no aggregate market value can be determined.
Cover Page Continued on Next Page
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Cover Page 2 of 2
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-KSB Document
In Which Document is --------
Incorporated
Part I Registration Statement on Form S-3 (Registration
No. 333-36471), as filed with the Securities and
Exchange Commission on September 26, 1997
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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").
Subsequent to the effectiveness of the Plan (see "Chapter 11
Reorganization" below), the Operating Partnership engaged in a comprehensive
leasing program at the Property. In connection therewith, the Operating
Partnership entered into leases (the "New Leases") during the second half of
1997 for approximately 166,000 square feet office space at the Office Tower. In
order to fund required tenant improvements under the New Leases, reduce existing
indebtedness and provide working capital, the General Partner determined that it
was necessary to increase the Registrant's equity by means of an offering (the
"Offering") of subscription rights (the "Rights") to Limited Partners to
purchase preferred partnership interests (the "Preferred Units"). The Registrant
filed offering materials with the Securities and
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Exchange Commission and commenced the offering during the fourth quarter of
1997. As a result of the offering, the Registrant received approximately
$10,695,000 in net proceeds from this offering.
In connection with the Offering, the Registrant's Partnership Agreement
was amended to provide that the Registrant's annual cash flow would be
distributed: (i) first to the holders of Preferred Units in an amount in cash
equal to a cumulative, non-compounded preferred annual return of 12% on such
holders invested capital of $23,250 per Preferred Unit (the "Annual Return");
(ii) second, 99% to the Limited Partners and 1% to the General Partner until
Limited Partners have received a 6% per annum cumulative, non-compounded return
on their invested capital; and (iii) third, 97% to Limited Partners and 3% to
the General Partner until Limited Partners have received a return of their
invested capital; and (iv) thereafter, 70% to Limited Partners and 30% to the
General Partner. In addition to its Annual Return, each Preferred Unit is
entitled to receive from all Non-Terminating Capital Transactions (as defined in
the Registrant's Partnership Agreement) a distribution equal to the greater of
(i) $46,500 (200% of an investor's original preferred invested capital) or (ii)
an amount equal to $23,250 together with a cumulative, compounded return thereon
of 15%. For additional information with respect to the Offering and the
amendments to the Registrant's partnership agreement effected thereby, reference
is made to the Registrant's Registration Statement on Form S-3 (Registration No.
333-36471), as filed with the Securities and Exchange Commission on September
26, 1997.
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 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.
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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 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
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long as the New Loan is outstanding, (b) no distributions to partners from the
Operating Partnerships 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. For additional information with respect to the loan
restructuring, see Item 7, Financial Statements - Note 4."
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 LLC ("Winthrop Management"), 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
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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."
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. In addition, in connection with the
Offering discussed above, the Registrant's partnership agreement was
substantially amended.
Change in Control
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, a general partner interest in W.L. Realty and a
sixty four percent (64%) limited partnership interest in W.L. Realty,
L.P. ("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 was, until October 27,
1997, the sole, and currently is the managing, general partner of WFA.
As a
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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."
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
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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.
Property Information
The following table sets forth the mortgage balance as of
December 31, 1997, the interest rate, the amortization period, the
maturity date and the principal balance due upon maturity.
12/31/97 Mortgage
Mortgage Interest Amortization Maturity Balance
Balance Rate Period Date at Maturity
------- -------- ------------ -------- -----------
$25,913,000 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, 1996 and 1997.
Average
Year Occupancy Rent/Sq. Ft.
---- --------- ------------
1996 70% $11.07
1997 89% (1) $11.80
- --------------
(1) Occupancy at March 1, 1998 was 95%.
The following chart sets forth certain information concerning
lease expirations (assuming no renewals) for the Property:
<TABLE>
<CAPTION>
Number of Tenants Aggregate sq/ft. Covered Annualized Rental for Percentage of Total
whose Leases Expire by Expiring Leases Leases Expiring (1) Annualized Rental (1)
------------------- ------------------------ --------------------- ---------------------
<S> <C> <C> <C> <C>
1998 5 9,638 $ 119,438 1.53%
1999 8 55,601 $ 641,957 8.16%
2000 10 140,229 $ 1,805,864 23.58%
2001 5 39,345 $ 559,152 9.37%
2002 8 69,093 $ 1,097,219 20.02%
2003 2 56,187 $ 936,869 20.60%
2004 4 112,150 $ 1,645,231 44.14%
2005 0 0 0 0.00
2006 0 0 0 0.00
2007 1 4,778 $ 2,004,685 4.47%
</TABLE>
(1) Based on actual base rent plus increases from various
escalation provisions as of December 31, 1997.
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The following table sets forth those tenants at the Office
Tower that, as of December 31, 1997, occupied more than 10% of the
rentable square footage at the Office Tower, the square feet occupied,
the average rent per square feet for such tenant and the expiration of
such tenants lease.
<TABLE>
<CAPTION>
Sq. Ft. Rented Rent/ Lease
Tenant Business (% of total) Sq. Ft. Expiration
<S> <C> <C> <C> <C>
U.S. West Communications Communications 85,000 (13%) $12.50 3/31/2000
J.D.S. Columbine Software Systems 88,000 (14%) $14.60 12/31/2008
</TABLE>
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, 1997.
Federal
Carrying Accumulated Tax
Value Depreciation Rate Method Basis
-------- ------------ --------- ------ -------
$47,421 $13,769 7-35 yrs S/L $38,159
The realty tax rate and realty taxes paid for the Property in
1997 were $76.43/1,000 and $518,370, respectively.
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. In this regard, the
Operating Partnership expended $7,385,000 in connection with the tenant
improvements and leasing commissions required under the New Leases. The
Operating Partnership has budgeted $1,566,000 for capital improvements
at the Property in 1998. These budgeted capital improvements are
principally for tenant improvements and leasing commissions.
Insurance
In the opinion of the Registrant, the Property is adequately
insured.
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Item 3. Legal Proceedings.
To the best of the General Partner's knowledge, there are no
material pending legal proceedings to which the Registrant is a party or
of which any of their property is the subject.
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.
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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, 1998, there were approximately 552 holders
of 460 Units.
The Operating Partnership is restricted form making any
distributions of Cash Flow under its restructured 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 are expected to be made in the foreseeable future.
However, in connection with the Offering, the Registrant distributed in
January 1998 approximately $4,600,000 to Limited Partners ($10,000 per
Unit). See "Item 6, Management's Discussion and Analysis or Plan of
Operation," for further information relating to Registrant's future
distributions.
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Item 6. Management's Discussion and Analysis or Plan of Operation.
The matters discussed in this Form 10-KSB contain certain
forward-looking statements and involve risks and uncertainties
(including changing market conditions, competitive and regulatory
matters, etc.) detailed in the disclosure contained in this Form 10-KSB
and the other filings with the Securities and Exchange Commission made
by the Registrant from time to time. The discussion of the Registrant's
business and results of operations, including forward-looking statements
pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation.
Accordingly, actual results could differ materially from those projected
in the forward-looking statements as a result of a number of factors,
including those identified herein.
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. By 1995, the Denver market has not yet achieved the
fundamental rebound required for the Registrant to achieve its long term
investment objectives of generating cash flow distributions and
realizing capital appreciation. As a result, the Registrant was unable
to meet its debt service requirements.
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 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
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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 Plans
Effective Date, (iv) monthly interest only payments from the Initial
Consummation Date to the Effective Date and (v) the modification of the existing
mortgage as of the Effective Date to incorporate the above modifications ("New
Note"). The loan continues to bear interest at 9.5% per annum. 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 from the Operating Partnership
are permitted while the New Note is outstanding, (iii) all tenant improvements
shall be funded by the Investor Partnership and, (iii) minimum tangible net
worth requirements of the Partners of the Operating Partnership.
Pursuant to the Plan, 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. 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 Operating Partnership did not have sufficient cash flows to meet
its February 1997 and a portion of its June 1997 debt service requirements,
primarily due to the timing of semi-annual payments of real estate taxes.
Accordingly, the entire February 1997 interest only payment of $223,000, and
$145,000 of the June 1997 principal and interest payment were funded from the
reserve established at the Initial Consummation Date.
In 1997, the Partnership entered into new lease agreements for 166,000
square feet of space at the Property. In order to fund required tenant
improvements, refinance and reduce the Registrant's indebtedness and increase
working capital, the General Partner determined that it was necessary to
increase the Registrant's equity by means of an offering of subscription rights
("Rights") to holders of limited partner interests (the "Unitholders") to
purchase 12% cumulative, non-compounded preferred partnership units ("Preferred
Units"). The Registrant filed offering and proxy material with the Securities
and Exchange Commission and commenced the offering during October 1997. In
connection with the offering, an affiliate of WFA,
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agreed to exercise their right as a Unitholder to subscribe for, and as a result
purchased, all Preferred Units which were not subscribed for by the remaining
Unitholders. The offering expired on December 15, 1997. The Registrant received
gross proceeds of $10,695,000 from the sale of the Preferred Units. In
accordance with the proxy and offering material, upon consummation of the
offering, the Registrant would distribute $4,600,000 ($10,000 per unit) to
Unitholders. This distribution, including $46,000 paid to the General Partner,
was made in January 1998. The partnership agreement provides that the Registrant
may sell additional limited partnership interests to raise additional equity, if
the General Partner determines that such additional funds are required.
The Registrant's level of liquidity based on cash and cash equivalents
increased by $2,536,000 for the year ended December 31, 1997, as compared to
December 31, 1996. The increase is attributable to $8,293,000 of cash provided
by financing activities and $1,758,000 of cash provided by operating activities,
which were partially offset by $7,515,000 of cash used in investing activities.
Cash provided by financing activities consisted of $10,695,000 in capital
contributions received from the offering of subscription rights for Preferred
Units, which was partially offset by syndication costs of $180,000 and a
$2,000,000 principal payment on the Plan's Effective Date and mortgage principal
amortization. Cash provided by operating activities increased in 1997 primarily
as a result of the timing of payments for tenant improvements and leasing costs
incurred in connection with leasing activity. Cash used in investing activities
consisted of $6,075,000 of cash used for improvements to real estate, primarily
tenant improvements, and $1,772,000 of cash expended on leasing costs and
commissions, which were slightly offset by a decline of $332,000 in restricted
cash. During the bankruptcy petition period, the Registrant's leasing activity
was restricted by the bankruptcy court. The Property is 89% leased as of
December 31, 1997 and 95% leased as of March 1, 1998. The Registrant is
currently attempting to lease the remaining unoccupied space. The Registrant has
budgeted to expend a significant portion of its working capital reserves, after
the January 1998 distribution discussed above, for tenant improvements and
leasing commissions during the next twelve months. The funding for expenditures
for tenant improvements and leasing commission will be provided by the
Registrant through existing capital 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. The
extent to which invested capital is refunded to the limited partners and
preferred unit holders is
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dependent upon the performance of the Property and the market in which it is
located. See "Item 7, Financial Statements - Note 1". In accordance with the
second amended and restated partnership agreement, while the Preferred Units are
outstanding, the holders of Preferred Units are entitled to a priority return,
as defined, before the limited partners are entitled to cash flows. 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.
The Registrant is dependent upon the General Partner for management
and administrative services. The General Partner has completed an assessment and
believes that its computer systems will function properly with respect to dates
in the year 2000 and thereafter (the "Year 2000 Issue"). Accordingly, it is not
expected that the Registrant will incur any material costs associated with, or
be materially affected by, the Year 2000 Issue.
Results of Operations
Operating results, before non-operating income (expenses), improved by
$231,000 for the year ended December 31, 1997, as compared to 1996, due to
increases in revenues of $318,000 and expenses of $87,000.
Revenues increased by 318,000 for the year ended 1997, as compared to
1996, due to increases in rental income of $85,000 and other income of $233,000.
Rental income increased due to an increase in average rental rates. Although
occupancy increased from 70% at December 31, 1996 to 89% at December 31, 1997,
the majority of the increase in occupancy occurred in December 1997. Other
income increased primarily due to a real estate tax refund received in 1997, net
of amounts refunded to tenants.
Expenses increased by $87,000 for the year ended 1997, as compared to
1996, primarily due to increases in depreciation and amortization of $143,000,
payroll and payroll expense reimbursements of $76,000, repairs and maintenance
of $61,000, management and other fees of $53,000 and general and administrative
costs of $47,000. These increases were partially offset by a $197,000 decrease
in operating expenses and a $100,000 decrease in real estate taxes. The increase
in depreciation and amortization expense was due to expenditures for tenant
improvements and leasing commissions made in connection with an increase in
leasing activity. General and administrative expenses increased primarily due to
advertising expenditures, which had previously been restricted by the bankruptcy
court. Operating expenses declined due to low occupancy for the majority
16
<PAGE>
of 1997. Real estate taxes declined due to a reduction in the real estate tax
rate and a lower assessed value of the Property. All other expenses remained
relatively constant.
Interest income decreased by $295,000 for the year ended
December 31, 1997, as compared to 1996, due to lower average working
capital reserves available for investment. Although the Registrant
received gross proceeds of $10,695,000 from the sale of preferred units
in December 1997, these proceeds did not have a material affect on
investment income.
Interest expense decreased by $336,000. The decrease is
primarily attributable to the payment of $4,000,000 in mortgage
principal as part of the Plan of Reorganization.
17
<PAGE>
Item 7. Financial Statements
Consolidated Financial Statements
Year Ended December 31, 1997
Table of Contents
Page
Independent Auditors' Report ...................... F-2
Consolidated Financial Statements:
Balance Sheets at December 31, 1997 and 1996 ...... F-3
Statements of Operations for the Years Ended
December 31, 1997 and 1996 ................... F-4
Statements of Partners' Capital for the Years Ended
December 31, 1997 and 1996 ................... F-5
Statements of Cash Flows for the Years Ended
December 31, 1997 and 1996 ................... F-6
Notes to Consolidated Financial Statements ........ F-7
<PAGE>
Independent Auditors' Report
To the Partners
1999 Broadway Associates Limited Partnership:
We have audited the accompanying consolidated balance sheets of 1999
Broadway Associates Limited Partnership (the "Partnership") and its
subsidiary as of December 31, 1997 and 1996, and the related
consolidated statements of operations, partners' capital and cash flows
for the years 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
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
audits provide 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, 1997 and 1996, and the results of their
operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.
/s/ Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
February 27, 1998
F-2
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1997 1996
---------- ---------
<S> <C> <C>
ASSETS
Real Estate, at cost:
Land $ 1,700 $ 1,700
Building and improvements, net of accumulated
depreciation of $13,769 (1997) and $12,204 (1996) 31,952 27,442
-------- --------
33,652 29,142
Other Assets:
Cash and cash equivalents 11,116 8,580
Restricted cash 668 1,000
Other assets 431 290
Deferred rent receivable 252 665
Deferred costs, net of accumulated amortization
of $3,765 (1997) and $3,248 (1996) 2,408 1,153
-------- --------
Total Assets $ 48,527 $ 40,830
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan payable $ 25,913 $ 28,135
Distributions payable to partners 4,646 --
Accrued interest payable 205 252
Accounts payable and accrued expenses 3,464 1,072
Payable to related party 79 22
Security deposits 163 140
-------- --------
Total Liabilities 34,470 29,621
-------- --------
Commitments
Partners' Capital:
Preferred unit holders capital (460 units outstanding
at December 31, 1997) 10,387 --
Investor limited partners' capital (460 units outstanding
at December 31, 1997 and 1996) 5,177 12,640
General partner's deficit (1,507) (1,431)
-------- --------
Total Partners' Capital 14,057 11,209
-------- --------
Total Liabilities and Partners' Capital $ 48,527 $ 40,830
======== ========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Unit Data)
YEARS ENDED DECEMBER 31,
--------------------------
1997 1996
--------------------------
Revenues:
Rental income $ 5,010 $ 4,925
Other income 589 356
--------- -----------
Total revenues 5,599 5,281
--------- -----------
Expenses:
Real estate taxes 551 651
Payroll and payroll expense reimbursements 696 620
Operating expenses 495 692
Repairs and maintenance 726 665
Utilities 735 711
Management and other fees 475 422
General and administrative costs 296 249
Insurance 97 117
Depreciation 1,565 1,291
Amortization 451 582
------- -----------
Total expenses 6,087 6,000
------- -----------
Operating loss (488) (719)
Non-operating income (expenses):
Interest income 279 574
Interest expense (2,573) (2,909)
Reorganization item - interest income - 47
Reorganization item - professional fees (239) (851)
------- -----------
Net loss $ (3,021) $ (3,858)
=========== ===========
Net loss allocated:
General Partner $ (30) $ (39)
Preferred Unit Holders (128) -
Investor Limited Partners (2,863) (3,819)
-------- -----------
Net loss $ (3,021) $ (3,858)
======== ===========
Net loss allocated per unit:
Preferred Unit Holders $ (278.26) $ -
========= ==========
Investor Limited Partners $(6,223.91) $(8,302.17)
=========== ===========
See notes to consolidated financial statements.
F-4
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1997 AND 1996
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
Preferred Units Units of Investor
of Limited Limited Preferred Limited General
Partnership Partnership Unit Holders' Partners' Partner's
Interest Interest Capital Capital (Deficit) Total
--------------- ----------- ------------- --------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
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
Partners' contributions 460 -- 10,695 -- -- 10,695
Syndication Costs -- -- (180) -- -- (180)
Net loss -- -- (128) (2,863) (30) (3,021)
Partners' distributions payable -- -- -- (4,600) (46) (4,646)
-------- -------- -------- --------- --------- ---------
Balance - December 31, 1997 460 460 $ 10,387 $ 5,177 $ (1,507) $ 14,057
======== ======== ========= ========= ========= ========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
YEARS ENDED DECEMBER 31,
--------------------------------
1997 1996
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,021) $ (3,858)
Adjustments to reconcile net loss to net
cash provided by (used in)
operating activities:
Depreciation and amortization 2,082 1,938
Deferred rent receivable 413 502
Changes in assets and liabilities:
Other assets (141) 93
Accounts payable, accrued
expenses, payable to related
party and security deposits 2,472 (300)
Accrued interest payable (47) (464)
-------------- --------------
Net cash provided by (used
in) operating activities 1,758 (2,089)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to building and improvements (6,075) (283)
Restricted cash 332 (1,000)
Deferred lease costs (1,772) (51)
-------------- -------------
Net cash used in investing
activities (7,515) (1,334)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage loan (2,222) (2,000)
Partners' contributions 10,695 -
Syndication costs (180) -
-------------- -------------
Net cash provided by
(used in) financing
activities 8,293 (2,000)
-------------- ------------
Net Increase (Decrease) in Cash and Cash
Equivalents 2,536 (5,423)
Cash and Cash Equivalents at Beginning
of Year 8,580 14,003
-------------- ------------
Cash and Cash Equivalents at End of Year $ 11,116 $ 8,580
============== ============
Supplemental Disclosure of Cash Flow
Information:
Cash paid for interest $ 2,554 $ 3,308
============== ===========
Supplemental Disclosure of Non-Cash Financing
Activities:
Accrued distributions to partners $ 4,646 $ -
============= ===========
See notes to consolidated financial statements.
F-6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
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" or "General Partner").
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.
In order to fund required tenant improvements, refinance and reduce the
Partnership's indebtedness and increase working capital, the General Partner
determined that it was necessary to increase the Partnership's equity by means
of an offering of subscription rights ("Rights") to holders of limited partner
interests (the "Unitholders") to purchase 12% cumulative, non-compounded
preferred partnership units ("Preferred Units"). The Partnership filed offering
and proxy material with the Securities and Exchange Commission and commenced the
offering during October 1997. In connection with the offering, an affiliate of
WFA, who was a Unitholder, agreed to exercise its right as a Unitholder and
subscribe for all Preferred Units which were not subscribed for by the remaining
Unitholders. The offering expired on December 15, 1997 and the Partnership
received gross proceeds of $10,695,000 from the sale of the Preferred Units,
including those Preferred Units acquired by affiliates of WFA. In accordance
with the proxy and offering material, upon consummation of the
F-7
<PAGE>
offering, the Investor Partnership would distribute $4,600,000 ($10,000 per
unit) to Unitholders. This distribution, including $46,000 paid to the General
Partner, was made in January 1998. The partnership agreement provides that the
Partnership may sell additional limited partnership interests to raise
additional equity, if the General Partner determines that such additional funds
are required.
Through November 30, 1997, losses of the Partnership from operations were
allocated 99% to the limited partners and 1% to the General Partner. In
accordance with the second amended and restated partnership agreement (the
"Agreement"), effective December 1, 1997 and while the Preferred Units are
outstanding, losses are allocated 1% to the General Partner and 99% to the
limited partners in proportion to and to the extent of the positive balances in
the limited partners' capital accounts. The Agreement also provides that while
the Preferred Units are outstanding, cash flow and capital proceeds (as defined
in the Agreement) shall be distributed first to the Preferred Unitholders in an
amount equal to a cumulative annual 12% non-compounded return on their preferred
invested capital; and in the case of capital proceeds only, to the Preferred
Unitholders in a cumulative amount equal to the greater of $46,500 or an amount
equal to the subscription price per Preferred Unit together with a cumulative
annual 15% compounded return thereon. Cash flow is then distributed 99% to the
limited partners and 1% to the General Partner until the limited partners have
received an amount equal to an annual 6% per annum noncumulative, noncompounded
return on their invested capital and the balance, if any, 97% to the limited
partners, and 3% to the General Partners. Cash distributions from a
non-terminating capital transaction will be distributed in accordance with 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.
F-8
<PAGE>
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. In accordance
with 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," the Partnership records impairment losses 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 Partnership's adoption of the SFAS in 1996 had no effect on the
consolidated financial statements.
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, 1997, the Partnership had approximately $10,658,000 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.
F-9
<PAGE>
Deferred Rent Receivable
The Partnership leases space to tenants under various lease terms. For leases
containing fixed rental increases during their term, rents are recognized on a
straight-line basis over the term of the leases. For all other leases, rents are
recognized over the term of the leases as earned.
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.
Advertising
The Partnership expenses the cost of advertising as incurred. Advertising
expenses of $147,000 and $80,000 were incurred for the years ended December 31,
1997 and 1996, respectively, and are included in general and administrative
expenses.
Disclosures About the Fair Value of Financial Instruments
SFAS No. 107 "Disclosures About the Fair Value of Financial Instruments",
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, 1997 and 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 1996 have been reclassified to conform to the 1997
presentation.
F-10
<PAGE>
Note 2 - DEFERRED COSTS
The following is a summary of deferred costs at December 31:
Period 1997 1996
----------- ------------ -----------
Organization costs 5 Years $ 443,000 $ 443,000
Mortgage loan fees 9.75 Years 609,000 604,000
Lease commissions lease term 4,200,000 2,492,000
Lease costs lease term 921,000 862,000
----------- ------------ ------------
6,173,000 4,401,000
Less: accumulated amortization (3,765,000) (3,248,000)
------------ ------------
$ 2,408,000 $ 1,153,000
============ ===========
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.
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.
Pursuant to the Plan, 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
F-11
<PAGE>
$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.
The Operating Partnership did not have sufficient cash flows to meet
its February 1997 and a portion of its June 1997 debt service requirements,
primarily due to the timing of semi-annual payments of real estate taxes.
Accordingly, the entire February 1997 interest only payment of $223,000, and
$145,000 of the June 1997 principal and interest payment were funded from the
reserve established at the Initial Consummation Date.
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:
1998 $ 291,000
1999 25,622,000
-------------
Total $ 25,913,000
=============
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 from the Operating
Partnership are permitted while the New Note is outstanding, (iii) all tenant
improvements shall be funded by the Investor Partnership and, (iv) minimum
tangible net worth requirements of the Partners of the Operating Partnership. It
is management's estimate that the fair value of the Operating Partnership's
mortgage loan payable approximates its carrying amount at year end.
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 WFA and its affiliates include the following:
F-12
<PAGE>
a. The Operating Partnership accrues to an affiliate of WFA an annual
property management fee equal to 5% of cash receipts. Management fees of
$315,000 and $272,000 were incurred for the years ended December 31, 1997 and
1996, respectively. In accordance with the Plan of Reorganization (see Notes 3
and 4), commencing on the Plan's Effective Date, property management payments
were reduced to 4% of cash receipts as long as the New Note is outstanding.
Management fees of $255,000 were paid for the year ended December 31, 1997.
b. The Operating Partnership pays or accrues to WFA an annual
partnership administration and investor service fee of $100,000, which, since
1990, has been increased annually by 6% to its present level of approximately
$160,000. Fees of $160,000 and $150,000, were paid or accrued for the years
ended December 31, 1997 and 1996, respectively.
c. The Partnership pays or accrues to an affiliate of the General
Partner a construction management fee equal to 5% of the aggregate cost of each
construction project. Fees of $55,000 were incurred during the year ended
December 31, 1997 and have been capitalized to the cost of building and
improvements. No construction management fees were incurred in 1996.
d. In accordance with the partnership agreement, the General Partner is
entitled to receive 1% of aggregate cash distributions. In January 1998, the
General Partner received a distribution of $46,000 (see Note 1).
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.
F-13
<PAGE>
The aggregate future minimum fixed lease payments receivable under
noncancellable leases at December 31, 1997 are as follows:
Year Amount
---- ---------------
1998 $ 7,737,000
1999 7,570,000
2000 6,634,000
2001 5,805,000
2002 5,237,000
Thereafter 14,693,000
---------------
$ 47,676,000
===============
The Partnership received more than 10% of its lease revenue from one tenant.
This tenant accounted for approximately 23% and 22%, respectively of total
rental revenue for the year ended December 31, 1997 and 1996, respectively.
Note 7 - COMMITMENTS
The Investor Partnership maintained approximately $10,200,000 of the $11,116,000
in cash and cash equivalents at December 31, 1997. These funds were used to make
the January 1998 distribution of $4,646,000, accrued at December 31, 1997, with
the balance of the funds expected to be used for future tenant improvements at
the property and the reduction of the outstanding principal indebtedness upon
the refinancing or extension of the New Note.
Note 8 - PARTNERS' DISTRIBUTIONS
There were no distributions of cash from operations for the years ended
December 31, 1997 and 1996. For the year ended December 31, 1997, a
distribution was accrued to the limited and general partner's in
accordance with the Rights offering.
F-14
<PAGE>
Note 9 - 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)
1997 1996
----------- -----------
Net loss - financial statements $ (3,021) $ (3,858)
Differences resulted from:
Depreciation 113 86
Prepaid Rents 130 36
Rental Revenue 414 503
Amortization (64) (64)
Bad Debt Expense (78) 123
Other (74) 37
----------- -----------
Net loss - income tax method $ (2,580) $ (3,137)
=========== ===========
F-15
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
There were no disagreements with Imowitz Koenig & Co., LLP regarding
the 1997 or 1996 audits of the Partnership's financial statements.
33
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
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, 1998, 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
Edward Williams Chief Financial April, 1996
Officer,
Vice President
and Treasurer
Peter Braverman Senior Vice January 1996
President
Carolyn Tiffany Vice President October 1995
and Clerk
Michael L. Ashner, age 46, 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. Ashner has been President of Exeter Capital
Corporation, a firm which has organized and administered real estate limited
partnerships.
Edward V. Williams, age 57, 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.
34
<PAGE>
Peter Braverman, age 46, 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.
Carolyn Tiffany, age 31, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and asset management departments. From October 1995 to present
Ms. Tiffany has been a Vice President in the asset management and investor
relations departments of WFA.
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 Associates
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; and Winthrop Miami Associates Limited
Partnership.
Except as indicated above, neither the Partnership nor the Managing
General Partner has any significant employees within the meaning of Item 401(b)
of Regulation S-B. There are no family relationships among the officers and
directors of the Managing General Partner.
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
35
<PAGE>
director, officer, 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.
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").
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners. The Registrant has
issued and outstanding Units of Limited Partnership Interests (the "Units") and
Preferred Units of Limited Partnership Interests (the "Preferred Units"). The
Units and the Preferred Units are not voting securities, except that the consent
of the holders of the Units is required to approve or disapprove certain
transactions, including the removal of a General Partner and the amendment of
the Registrant partnership agreement. In addition, the requisite consent of the
holders of Units and Preferred Units, voting as one class, is required to
approve the sale of all or substantially all of the assets of the Registrant in
a single or related series of transactions. No holder of Units owns beneficially
more than 5% of the Units.
(b) Security Ownership of Management. Certain officers and/or partners
of WFA beneficially own 1.75 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
36
<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, 1996 and 1997:
Entity Compensation 1996 1997
- ------ ------------ ---- ----
Winthrop Financial Annual Partnership
Associates Investor Service $150,000 $160,000
Fee
Winthrop Financial Cash Distributions $ -0- $ 46,000
Associates
Winthrop Management LLC Management Fee $272,000 $315,000
First Winthrop Construction,
Properties, Inc. Supervision, Legal
(Colorado) and Leasing Fees $ -0- $ 55,000
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.
37
<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, 1998
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, 1998
- ------------------ Officer
Michael Ashner
/s/ Edward Williams Chief Financial Officer March 28, 1998
- -------------------
Edward Williams
38
<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)
4 (c) Second Amended and Restated Agreement of Limited Partnership
of the Registrant(5)
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)
10 (h) Exclusive Leasing Agency Agreement dated July 15, 1993 between
1999 Broadway Partnership and Cushman Realty Corporation of
Colorado (2)
39
<PAGE>
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(6)
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.(6)
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.) (6)
27 Financial Data Schedule 41
- -------------------------
(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.
(5) Incorporated by reference to Exhibit 4.1 to Amendment No 1 to
Registrant's Registration Statement on Form S-3 (Registration
No. 333-36471), as filed with the Securities Exchange Commission on
September 26, 1997
(6) Incorporated by reference to Registrant's Annual Report on Form 10-KSB
for the calendar year ended December 31, 1996.
40
<TABLE> <S> <C>
<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
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 11,784,000 <F1>
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 47,421,000
<DEPRECIATION> (13,769,000)
<TOTAL-ASSETS> 48,527,000
<CURRENT-LIABILITIES> 0
<BONDS> 25,913,000
0
0
<COMMON> 0
<OTHER-SE> 14,057,000
<TOTAL-LIABILITY-AND-EQUITY> 48,527,000
<SALES> 0
<TOTAL-REVENUES> 5,599,000
<CGS> 0
<TOTAL-COSTS> 5,791,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,573,000
<INCOME-PRETAX> (3,021,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,021,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,021,000)
<EPS-PRIMARY> (6,502.17) <F2>
<EPS-DILUTED> (6,502.17) <F2>
<FN>
<F1>
(1) Includes $668,000 of restricted cash.
<F2>
(2) Primary EPS and diluted EPS include ($278.26)
per Preferred Unit of Limited Partnership Interest.
</TABLE>
