<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, 1998 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 $9,395,000.
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
<PAGE>
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
2
<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.
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 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").
Beginning in 1996, 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
addition, new leases covering 57,521 square feet were entered into during 1998.
As a result, since implementation of the comprehensive leasing program, leases
covering 223,521 square feet or approximately 35% of the total square footage at
the Office Tower have been entered into. 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
3
<PAGE>
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 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%.
4
<PAGE>
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 Bankruptcy Court on November 13, 1996. The Plan,
became effective on February 28, 1997 ("Effective Date") and provided for the
modification of the existing loan as follows: (i) the maturity date was extended
one year to September 1999, (ii) principal payments are 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
5
<PAGE>
incorporate the above modifications ("New Loan"). The loan continues to bear
interest at 9.5% per annum. In addition, the following covenants were
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 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." The Partnership is currently negotiating with several
potential lenders to refinance its indebtedness. Based on the Properties current
occupancy rate of 98%, it is expected that the Registrant will be able to
refinance its debt. However, as there are many factors outside the Registrant's
control which will effect the Registrant's ability to refinance its Property,
there can be no assurance that the debt can be refinanced on favorable terms.
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.
6
<PAGE>
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. Since
1993 the Operating Partnership engaged Cushman Realty Corporation of Colorado to
become the Office Tower's exclusive leasing agent for new tenants (an affiliate
of WFA remains as the Office Tower's agent for existing tenants.
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."
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.
7
<PAGE>
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.
Property Information
The following table sets forth the mortgage balance as of December 31,
1998, the interest rate, the amortization period, the maturity date and the
principal balance due upon maturity.
<TABLE>
<CAPTION>
12/31/98 Mortgage
Mortgage Interest Maturity Balance
Balance Rate Amortization Period Date at Maturity
----------- -------- ------------------- --------- -----------
<S> <C> <C> <C> <C>
$25,622,975 9.5% 25 yrs 09/30/99 $25,400,000
</TABLE>
See "Item 1, Business" and "Item 7, Financial Statements, Note 3" for additional
information relating to the Registrant's mortgage debt.
The following table sets forth the average annual occupancy rate and
rent per square foot for the Property for the years ended December 31, 1997 and
1998.
Average
Year Occupancy Rent/Sq. Ft.
---- --------- ------------
1997 89% $11.80
1998 95% $13.30
8
<PAGE>
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>
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%
2008 2 126,420 2,022,720 2.23%
</TABLE>
(1) Based on actual base rent plus increases from various escalation
provisions as of December 31, 1998.
The following table sets forth those tenants at the Office Tower that,
as of December 31, 1998, 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/
Tenant Business (% of total) Sq. Ft. Lease Expiration
- ------ -------- ------------ ------- ----------------
<S> <C> <C> <C> <C>
U.S. West Communications Communications 102,899(16%) $12.50 3/31/2000
J.D.S. Columbine Software Systems 100,420(16%) $15.80 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, 1998.
<TABLE>
<CAPTION>
Federal
Carrying Accumulated Tax
Value Depreciation Rate Method Basis
----------- ------------ ---- ------ -----------
<S> <C> <C> <C> <C>
$49,225 $15,725 7-35 yrs S/L $38,927
</TABLE>
The realty tax rate and realty taxes paid for the Property in 1998 were
$80.81/1,000] and $584,341, 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.
9
<PAGE>
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
approximately 2,047,000 in connection with the tenant improvements and leasing
commissions required under the New Leases. The Operating Partnership has
budgeted $1,524,000 for tenant improvements and leasing commissions at the
Property in 1999. These budgeted capital improvements are principally for tenant
improvements and leasing commissions.
Insurance
In the opinion of the Registrant, the Property is adequately insured.
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.
Equity Resources Pilgrim Limited Partnership v. 1999 Broadway
Associates Limited Partnership, Winthrop Financial Associates, Bronco L.L.C. and
the Second Guarantor, Delaware Chancery Court, New Castle County (Civil Action
No. 16325-NC). This action was brought by a limited partner in the Partnership
who alleged that the allocation of Preferred Units subject to the
over-subscription privilege was incorrect. On January 22, 1999, this matter was
settled and subsequently dismissed. Pursuant to the settlement, the Plaintiff, a
preferred unitholder, has the right to acquire from Bronco L.L.C., another
preferred unitholder, certain of its preferred units. The Registrant did not
incur any material costs in connection with this matter.
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.
10
<PAGE>
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 550 holders of 460
Units and 126 holders of Preferred 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 was permitted to distribute 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.
11
<PAGE>
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 disclosures 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 liquidity, capital resources 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
operations. 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 Operating Partnership did not have sufficient cash flows to meet
a portion of its February and June 1998 debt service requirements, primarily due
to the timing of semi-annual payments of real estate taxes. Accordingly, $67,000
of the February 1998 payment and $157,000 of the June 1998 payment were funded
from the restricted mortgage collateral account.
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 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 distributed $4,600,000 ($10,000 per unit) to
Unitholders. This distribution,
12
<PAGE>
including approximately $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
decreased by $7,328,000 for the year ended December 31, 1998, as compared to
December 31, 1997. The decline is attributable to $4,937,000 of cash used in
financing activities, $2,324,000 of cash used in investing activities and
$67,000 of cash used in operating activities. Cash used in financing activities
consisted of $4,646,000 in distributions and $291,000 of mortgage principal
payments. Cash used in investing activities consisted of $2,047,000 of cash used
for improvements to real estate, primarily tenant improvements, and $478,000 of
cash expended on leasing costs and commissions, which were slightly offset by a
decline of $201,000 in restricted cash. Cash used in operating activities
declined in 1998 as a result of the timing of payments. The Property is 98.5%
leased as of March 1, 1999. At December 31, 1998, the Registrant had
approximately $3,663,000 included in cash and cash equivalents which has been
invested primarily in a money market account.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the Property to adequately maintain the physical assets
and the other operating needs of the Operating Partnership. Such assets are
currently thought to be sufficient for any near-term needs of the Operating
Partnership. The mortgage indebtedness of $25,622,000 is due on September 30,
1999. It is anticipated that the Operating Partnership will be able to replace
its maturing debt obligation or, if such financing is not available, market the
property for sale.
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 the limited partners will not receive a complete return of their invested
capital. The extent to which invested capital is refunded to the limited
partners and preferred unit holders is dependent upon the performance of the
Property and the market in which it is located. Subsequent to September 1999,
the maturity date of the mortgage, the ability to hold and operate the Property
is dependent upon the Operating Partnership's ability to refinance or
restructure the first mortgage loan or sell the Property.
13
<PAGE>
Results of Operations
Operating results, before non-operating income (expenses), improved by
$2,477,000 for the year ended December 31, 1998, as compared to 1997, due to
increases in revenues of $3,796,000 and expenses of $1,319,000.
Revenues increased by $3,796,000 for the year ended 1998, as compared
to 1997, due to increases in rental income of $3,600,000 and other income of
$196,000. Rental income increased primarily due to an increase in occupancy.
Occupancy increased from 89% at December 31, 1997, with the majority of the
increase over the prior years occupancy occurring in the month of December 1997,
to 98% at December 31, 1998. Rental rates remained relatively constant. Other
income increased primarily as a result of an increase in garage income.
Expenses increased by $1,319,000 for the year ended 1998, as compared
to 1997, primarily due to increases in depreciation and amortization of
$739,000, utilities of $184,000, operating expenses of $152,000, management and
other fees of $142,000 and repairs and maintenance of $108,000. These increases
were partially offset by a $77,000 decrease in payroll and payroll expense
reimbursements. The increase in depreciation and amortization expense was due to
expenditures for tenant improvements and leasing commissions made in connection
with the increase in leasing activity. Utilities, operating expenses, management
and other fees, and repairs and maintenance also increased primarily as a result
of increased occupancy. All other expenses remained relatively constant.
Year 2000
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. The Registrant
is dependent upon the General Partner and its affiliates for management and
administrative services. Any computer programs or hardware that have
date-sensitive software or embedded chips may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
During the first half of 1998, the General Partner and its affiliates
completed their assessment of the various computer software and hardware used in
connection with the management of the Registrant. This review indicated that
significantly all of the computer programs used by the General Partner and its
affiliates are off-the-shelf "packaged" computer programs which are easily
upgraded to be Year 2000 compliant. In addition, to
14
<PAGE>
the extent that custom programs are utilized by the General Partner and its
affiliates, such custom programs are Year 2000 compliant.
Following the completion of its assessment of the computer software and
hardware, the General Partner and its affiliates began upgrading those systems
which required upgrading. To date, significantly all of these systems have been
upgraded. The Registrant has to date not borne, nor is it expected that the
Registrant will bear any significant cost, in connection with the upgrade of
those systems to requiring remediation. It is expected that all systems will be
remediated, tested and implemented during the first half of 1999.
To date, the General Partner is not aware of any external agent with a
Year 2000 issue that would materially impact the Registrant's results of
operations, liquidity or capital resources. However, the General Partner has no
means of ensuring that external agents will be Year 2000 compliant. The General
Partner does not believe that the inability of external agents to complete their
Year 2000 resolution process in a timely manner will have a material impact on
the financial position or results of operations of the Registrant. However, the
effect of non-compliance by external agents is not readily determinable.
15
<PAGE>
Item 7. Financial Statements
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
Consolidated Financial Statements
Year Ended December 31, 1998
Table of Contents
Page
Independent Auditors' Report F-2
Consolidated Financial Statements:
Balance Sheets at December 31, 1998 and 1997 F-3
Statements of Operations for the Years Ended
December 31, 1998 and 1997 F-4
Statements of Partners' Capital for the Years Ended
December 31, 1998 and 1997 F-5
Statements of Cash Flows for the Years Ended
December 31, 1998 and 1997 F-6
Notes to Consolidated Financial Statements F-7
F-1
<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, 1998 and 1997, 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,
1998 and 1997, and the results of their operations and their cash flows for the
years then ended in conformity with generally accepted accounting principles.
Certified Public Accountants
New York, N.Y.
February 1, 1999
F-2
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------
1998 1997
---------------- -----------------
<S> <C> <C>
ASSETS
Real Estate, at cost:
Land $ 1,700 $ 1,700
Building and improvements, net of accumulated
depreciation of $15,725 (1998) and $13,769 (1997) 31,800 31,952
---------------- -----------------
33,500 33,652
Other Assets:
Cash and cash equivalents 3,788 11,116
Restricted cash 467 668
Other assets 356 431
Deferred rent receivable 690 252
Deferred costs, net of accumulated amortization
of $2,504 (1998) and $3,765 (1997) 2,269 2,408
---------------- -----------------
Total Assets $ 41,070 $ 48,527
================ =================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan payable $ 25,622 $ 25,913
Distributions payable to partners - 4,646
Accrued interest payable 203 205
Accounts payable and accrued expenses 1,158 3,464
Payable to related party 151 79
Security deposits 135 163
---------------- -----------------
Total Liabilities 27,269 34,470
---------------- -----------------
Commitments
Partners' Capital:
Preferred unit holders capital (460 units outstanding) 10,218 10,387
Investor limited partners' capital (460 units outstanding) 5,093 5,177
General partner's deficit (1,510) (1,507)
---------------- -----------------
Total Partners' Capital 13,801 14,057
---------------- -----------------
Total Liabilities and Partners' Capital $ 41,070 $ 48,527
================ =================
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF OPERATIONS
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------
1998 1997
-------------------- --------------------
<S> <C> <C>
Revenues:
Rental income $ 8,610 $ 5,010
Other income 785 589
-------------------- --------------------
Total revenues 9,395 5,599
-------------------- --------------------
Expenses:
Real estate taxes 584 551
Payroll and payroll expense reimbursements 619 696
Operating expenses 647 495
Repairs and maintenance 834 726
Utilities 919 735
Management and other fees 617 475
General and administrative costs 328 296
Insurance 103 97
Depreciation 2,199 1,565
Amortization 556 451
-------------------- --------------------
Total expenses 7,406 6,087
-------------------- --------------------
Operating income (loss) 1,989 (488)
Non-operating income (expenses):
Interest income 265 279
Interest expense (2,510) (2,573)
Reorganization item - professional fees - (239)
-------------------- --------------------
Net loss $ (256) $ (3,021)
==================== ====================
Net loss allocated:
General Partner $ (3) $ (30)
Preferred Unit Holders (169) (128)
Investor Limited Partners (84) (2,863)
-------------------- --------------------
Net loss $ (256) $ (3,021)
==================== ====================
Net loss allocated per unit:
Preferred Unit Holders $ (367.39) $ (278.26)
==================== ====================
Investor Limited Partners $ (182.61) $ (6,223.91)
==================== ====================
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1998 AND 1997
(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, 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
Net loss - - (169) (84) (3) (256)
-------------- ----------- ----------- ---------- ---------- ----------
Balance - December 31, 1998 460 460 $ 10,218 $ 5,093 $ (1,510) $ 13,801
============== =========== =========== ========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------
1998 1997
-------------------- --------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (256) $ (3,021)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization 2,816 2,082
Deferred rent receivable (438) 413
Changes in assets and liabilities:
Other assets 75 (141)
Accounts payable, accrued expenses, payable to
related party and security deposits (2,262) 2,472
Accrued interest payable (2) (47)
-------------------- --------------------
Net cash (used in) provided by operating activities (67) 1,758
-------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to building and improvements (2,047) (6,075)
Restricted cash 201 332
Deferred lease costs (478) (1,772)
-------------------- --------------------
Net cash used in investing activities (2,324) (7,515)
-------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage loan (291) (2,222)
Partners' contributions - 10,695
Distributions to Partners (4,646) -
Syndication costs - (180)
-------------------- --------------------
Net cash (used in) provided by financing activities (4,937) 8,293
-------------------- --------------------
Net (Decrease) Increase in Cash and Cash Equivalents (7,328) 2,536
Cash and Cash Equivalents at Beginning of Year 11,116 8,580
-------------------- --------------------
Cash and Cash Equivalents at End of Year $ 3,788 $ 11,116
==================== ====================
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 2,451 $ 2,554
==================== ====================
Supplemental Disclosure of Non-Cash Financing Activities:
Accrued distributions to partners $ - $ 4,646
==================== ====================
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
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 also 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 offering, the Investor Partnership distributed $4,600,000
($10,000 per unit) to Unitholders. This distribution, including
approximately $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. Net income is allocated, first,
to the Preferred Unitholders, in an amount equal to the excess of the
cumulative distributions made or to be made; second, to restore net
loss previously allocated to the
F-7
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
(Continued)
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Organization (Continued)
Preferred Unitholders; and the balance to the Unitholders and to the
General Partner, to restore net loss previously allocated to them
during the period that the Preferred Units were outstanding. Gain
from the disposition of the Partnership's Property is allocated in
accordance with the Agreement. 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.
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.
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.
F-8
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
(Continued)
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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, 1998, the
Partnership had approximately $3,663,000 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.
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
were 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 $68,000 and $147,000 were incurred for the
years ended December 31, 1998 and 1997, 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, 1998 and 1997,
consist primarily of cash and cash equivalents,
F-9
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
(Continued)
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Disclosure About the Fair Value of Financial Instruments (continued)
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.
Segment Reporting
In June 1997, the Financial Accounting Standards Board issued SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which is effective for years beginning after December
15, 1997. SFAS 131 established standards for the way that public
business enterprises report information about operating segments in
annual financial statements and requires that those enterprises
report selected information about operating segments in interim
financial reports. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers. See "Note 8 - Segment Information" for segment
disclosures.
Note 2 - DEFERRED COSTS
The following is a summary of deferred costs at December 31:
<TABLE>
<CAPTION>
Period 1998 1997
---------- -------------- -------------
<S> <C> <C> <C>
Organization costs 5 Years $ 443,000 $ 443,000
Mortgage loan fees 9.75 Years 609,000 609,000
Lease commissions Lease term 3,575,000 4,200,000
Lease costs Lease term 146,000 921,000
-------------- -------------
4,773,000 6,173,000
Less: accumulated amortization (2,504,000) (3,765,000)
$ 2,269,000 $ 2,408,000
============== =============
</TABLE>
Note 3 - MORTGAGE LOAN PAYABLE
The mortgage loan is nonrecourse and is collateralized by a first
deed of trust on the Property. In accordance with the plan of
reorganization in 1996, the New Note, which became effective February
28, 1997, requires monthly payments of $228,349 for principal and
interest, inclusive of interest at 9.5% per annum, and a balloon
payment of approximately $25,400,000 due September 30, 1999, the date
of maturity. It is anticipated that the Partnership will be able to
replace its maturing debt obligation.
F-10
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
(Continued)
Note 3 - MORTGAGE LOAN PAYABLE (continued)
In addition, the following covenants have been incorporated in the
New Note: (i) payment of property management fees has been reduced to
4% of cash receipts while 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.
The Operating Partnership did not have sufficient cash flows to meet
a portion of its February and June 1998 debt service requirements,
primarily due to the timing of semi-annual payments of real estate
taxes. Accordingly, $67,000 of the February 1998 payment and $157,000
of the June 1998 payment were funded from the restricted mortgage
collateral account.
Note 4 - 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:
a. The Operating Partnership accrues to an affiliate of WFA an
annual property management fee equal to 5% of cash receipts.
Management fees of approximately $448,000 and $315,000 were
incurred for the years ended December 31, 1998 and 1997,
respectively. In accordance with the Partnership's plan of
reorganization, beginning in 1996, property management
payments were reduced to 4% of cash receipts as long as the
New Note is outstanding. Management fees of approximately
$359,000 and $255,000 were paid for the years ended December
31, 1998 and 1997, respectively.
b. The Operating Partnership pays or accrues to WFA an annual
partnership administration and investor services fee of
$100,000, which, since 1990, has been increased annually by 6%
to its present level of approximately $169,000. Fees of
$169,000 and $160,000, were paid or accrued for the years
ended December 31, 1998 and 1997, 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 applicable construction project. Fees
of $66,000 and $55,000 were incurred during the years ended
December 31, 1998 and 1997, respectively, and have been
capitalized to the cost of building and improvements.
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 approximately $46,000.
F-11
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
(Continued)
Note 5 - 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, 1998, are as follows:
1999 $ 8,081,000
2000 7,379,000
2001 6,499,000
2002 6,317,000
2003 5,265,000
Thereafter 13,286,000
---------------
$ 46,827,000
===============
The Partnership received more than 10% of its lease revenue from two
tenants. One tenant accounted for approximately 23% of total rental
revenue for the years ended December 31, 1998 and 1997, and another
tenant accounted for approximately 17% of total rental revenues for
the year ended December 31, 1998.
Note 6 - PARTNERS' DISTRIBUTIONS
There were no distributions of cash from operations for the years
ended December 31, 1998 and 1997. For the year ended December 31,
1997, a distribution from the Investor Partnership of $4,600,000
($10,000 per unit), was accrued to Unitholders and approximately
$46,000 to the General Partner in accordance with the Rights
offering. The distributions were paid in January 1998.
Note 7 - 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)
<TABLE>
<CAPTION>
1998 1997
--------- ------------
<S> <C> <C>
Net loss - financial statements $ (256) $ (3,021)
Differences resulted from:
Depreciation 840 113
Prepaid Rents (42) 130
Rental Revenue (438) 414
Amortization (32) (64)
Bad Debt Expense (45) (78)
Capitalized Interest 32 39
Management Fees 83 (83)
Other 31 (30)
--------- ------------
Net income (loss) for tax purposes $ 173 $ (2,580)
========= ============
</TABLE>
F-12
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
(Continued)
Note 8 - SEGMENT INFORMATION
The Partnership has two reportable segments, the Office Tower and the
Garage. The Partnership evaluates performance based on net operating
income, which is income before depreciation, amortization, interest
and non-operating items.
Segment information for the years 1998 and 1997 is shown in the
tables below (in thousands). The "Other" column includes partnership
administrative items and income and expense not allocated to a
reportable segment.
<TABLE>
<CAPTION>
Office Parking
Tower Garage Other Total
---------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
1998
Rental income $ 8,610 $ - $ - $ 8,610
Other income 344 441 - 785
Interest income 86 - 179 265
Interest expense 2,418 92 - 2,510
Depreciation and amortization 2,709 46 - 2,755
Segment profit (loss) (352) 277 (181) (256)
Total assets 37,391 608 3,071 41,070
Capital expenditures 2,047 - - 2,047
1997
Rental income $ 5,010 $ - $ - $ 5,010
Other income 281 308 - 589
Interest income 96 - 183 279
Interest expense 2,475 98 - 2,573
Depreciation and amortization 1,970 46 - 2,016
Segment profit (loss) (2,963) 141 (199) (3,021)
Total assets 37,667 654 10,206 48,527
Capital expenditures 6,075 - - 6,075
</TABLE>
Note 9 - LEGAL PROCEEDINGS
Equity Resources Pilgrim Limited Partnership v. 1999 Broadway
Associates Limited Partnership, Winthrop Financial Associates, Bronco
L.L.C. and The Second Guarantor, Delaware Chancery Court, New Castle
County (Civil Action No.
16325-NC).
A limited partner in the Partnership was alleging that the allocation
of the Preferred Units subject to the oversubscription privilege made
by the Partnership pursuant to the October 30, 1997 Proxy Statement
and Prospectus, as amended, was incorrect. The Plaintiff alleged that
it should have received 188.0526 Preferred Units instead of the
56.2812 Preferred Units plaintiff received. This matter was settled
in January 1999.
F-13
<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 1998 or 1997 audits of the Partnership's financial statements.
29
<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, 1999, the names of the
executive officers of WFA and the position held by each of them, are as follows:
Has Served as
Position Held with the a Director or
Name Managing General Partner Officer Since
- ---- ------------------------ -------------
Michael L. Ashner Chief Executive Officer 1-96
and Director
Thomas C. Staples Chief Financial Officer 1-99
Peter Braverman Executive Vice President 1-96
and Director
Carolyn Tiffany Chief Operating Officer 10-95
and Clerk
Michael L. Ashner, age 46, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") and the Managing
General Partner 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.
Thomas C. Staples, age 43, has been the Chief Financial Officer of WFA
since January 1, 1999. From March 1996 through December 1998, Mr. Staples was
Vice President/Corporate Controller of WFA. From May 1994 through February 1996,
Mr. Staples was the Controller of the Residential Division of Winthrop
Management.
Peter Braverman, age 47, has been a Vice President of WFA and the
Managing General Partner since January 1996. From June 1995 until January 1996,
Mr. Braverman was a Vice President of
30
<PAGE>
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 32, 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 was a Vice President in the asset management and investor relations
departments of WFA until December 1997, at which time she became the Chief
Operating Officer 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; and Southeastern Income
Properties II 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 director, officer, beneficial owner of more than ten percent of the
units of limited partnership interest in the Registrant that
31
<PAGE>
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.
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 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
32
<PAGE>
Operating Partnership paid to or accrued to the account of the General Partner
or its affiliates for the years ended December 31, 1997 and 1998:
<TABLE>
<CAPTION>
Entity Compensation 1997 1998
- ------ ------------ ---- ----
<S> <C> <C> <C>
Winthrop Financial Annual Partnership
Associates Investor Service $160,000 $169,000
Fee
Winthrop Financial Cash Distributions $ 46,000 -
Associates
Winthrop Management LLC Management Fee $315,000 $448,000
Winthrop Management LLC Construction,
Supervision, Legal
and Leasing Fees $ 55,000 $ 66,000
</TABLE>
See "Item 7, Financial Statements - Note 4" for additional information
with respect to related party transactions.
33
<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.
34
<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 26, 1999
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 26, 1999
- ------------------ Officer
Michael Ashner
/s/ Thomas Staples Chief Financial Officer March 26, 1999
- ------------------
Thomas Staples
35
<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)
36
<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 38
- ---------------
(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.
37
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This 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>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 4,255,000<F1>
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 49,225,000
<DEPRECIATION> (15,725,000)
<TOTAL-ASSETS> 41,070,000
<CURRENT-LIABILITIES> 0
<BONDS> 25,622,000
<COMMON> 0
0
0
<OTHER-SE> 13,801,000
<TOTAL-LIABILITY-AND-EQUITY> 41,070,000
<SALES> 0
<TOTAL-REVENUES> 9,395,000
<CGS> 0
<TOTAL-COSTS> 7,078,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,510,000
<INCOME-PRETAX> (256,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (256,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (256,000)
<EPS-PRIMARY> (550.00)<F2>
<EPS-DILUTED> (550.00)<F2>
<FN>
<F1>
Includes $467,000 of restricted cash.
<F2>
Primary EPS and diluted EPS include ($367.39) per Preferred Unit of Limited
Partnership Interest.
</FN>
</TABLE>
