<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, 1999 Number 0-20273
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
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(Exact name of small business issuer as specified in its charter)
Delaware 04-6613783
- ----------------------- ------------------------------------
(State of organization) (I.R.S. Employee Identification No.)
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
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(title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-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 $10,195,000
No market exists for the limited partnership interests of the Registrant, and,
therefore, no aggregate market value can be determined.
DOCUMENTS INCORPORATED BY REFERENCE
None
<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 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
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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%.
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.
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
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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 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. See "Item
2.Properties" for information relating to the refinancing of the Registrant's
indebtedness.
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
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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. 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.
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
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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
On September 23, 1999 the existing mortgage encumbering the Operating
Partnership's properties was refinanced. The new mortgage in the amount of
$37,000,000 replaced indebtedness of approximately $25,413,000. The mortgage
requires monthly payments of interest only and bears interest at 325 basis
points over 30-day LIBOR (9.08% at December 31, 1999). The mortgage matures on
September 20, 2002 at which time the principal and all unpaid interest is due.
In connection with the refinancing, the Registrant was required to establish a
reserve for tenant improvements of $2,500,000 and a security deposit reserve of
$128,000. The reserves are included in restricted cash in the accompanying
consolidated balance sheet at December 31, 1999. See "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, 1998 and
1999.
Average
Year Occupancy Rent/Sq. Ft.
---- --------- ------------
1998 95% $13.30
1999 99% $14.08
The following chart sets forth certain information concerning lease
expirations (assuming no renewals) for the Property:
<TABLE>
<CAPTION>
Number of Aggregare sq/ft.
Tenants whose Covered 1999 Rental for Percentage of Total
Leases Expire Expiring Leases Leases Expiring (1) Annualized Rental (1)
------------- --------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
2000 9 136,221 770,901 12.43%
2001 2 3,394 26,338 .42%
2002 6 62,101 821,241 13.25%
2003 7 70,831 481,957 17.77%
2004 8 151,745 1,199,302 19.35%
2005 1 46,302 848,202 13.68
2006 1 17,339 149,910 2.42%
2007 1 4,778 89,540 1.44%
2008 2 126,420 1,811,134 29.22
2009 0 0 0 0
</TABLE>
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(1) Based on actual base rent as of December 31, 1999.
The following table sets forth those tenants at the Office Tower that,
as of December 31, 1999, 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 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>
$55,347,000 $16,363,000 7-35 yrs S/L $38,984,000
</TABLE>
The realty tax rate and realty taxes paid for the Property in 1999 were
$67.299/1,000 and $738,308 respectively.
On September 23, 1999, the Registrant refinanced its existing mortgage.
The new mortgage in the amount of $37,000,000 replaced indebtedness of
approximately $25,413,000. The new loan requires payments of interest only and
bears interest at 325 basis points over 30-day LIBOR (9.08% at December 31,
1999). The loan matures on September 30, 2002 at which time the principal and
all unpaid interest will be due. In connection with the refinancing, the
Registrant was required to establish a reserve for tenant improvements of
$2,500,000 and a security deposit reserve of $128,000.
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
approximately $1,357,473 in 1999 in connection with the tenant improvements and
leasing commissions required under the New Leases. The Operating
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Partnership has budgeted approximately $2,500,000 for tenant improvements and
leasing commissions at the Property in 2000. 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.
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.
8
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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, 2000, there were approximately 501 holders of 460
Units and 126 holders of 460 Preferred units.
The following table sets forth distributions made by the Registrant
during the years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Distributions for Year ended
12/31/99 12/31/98
Aggregate Per Unit Aggregate Per Unit
<S> <C> <C> <C> <C>
Limited Partners -- -- 4,600,000(1) $10,000(1)
Preferred Limited $10,695,000(2) $23,250(2) -- --
Partners
</TABLE>
In addition, the General Partner received a distribution of $46,000 in
1998.
(1) Distribution was made from proceeds received from the offering of the
Preferred units.
(2) Distribution was made from excess proceeds from the refinancing of the
mortgage loan.
See "Item 6, Management's Discussion and Analysis or Plan of
Operation," for further information relating to Registrant's future
distributions.
Over the past few years many companies have begun making "mini-tenders"
(offers to purchase an aggregate of less than 5% of the total outstanding units)
for limited partnership interests in the Registrant. Pursuant to the rules of
the Securities and Exchange Commission, when a tender offer is commenced for
Units the Registrant is required to provide limited partners with a statement
setting forth whether it believes limited partners should tender or whether it
is remaining neutral with respect to the offer. Unfortunately, the rules of the
Securities and Exchange Commission do not require that the bidders in certain
tender offers provide the Registrant with a copy of their offer. As a result,
the General Partner often does not become aware of such offers until shortly
before they are scheduled to expire or even after they have expired.
Accordingly, the General Partner does not have sufficient time to advise you of
its position on the tender. In this regard, please be advised that pursuant to
the discretionary right granted to the General Partner of your partnership in
the Partnership Agreement to reject any transfers of units, the General Partner
will not permit the transfer of any Unit in connection with a tender offer
unless: (i) the Registrant is provided with a copy of the bidder's offering
materials, including amendments thereto, simultaneously with their distribution
to the limited partners; (ii)
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the offer provides for withdrawal rights at any time prior to the expiration
date of the offer and, if payment is not made by the bidder within 60 days of
the date of the offer, after such 60 day period; and (iii) the offer must be
open for at least 20 business days and, if a material change is made to the
offer, for at least 10 business days following such change.
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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 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 Registrant's level of liquidity based on cash and cash equivalents
decreased by $594,000 for the year ended December 31, 1999, as compared to
December 31, 1998. The decline is attributable to $4,413,000 of cash used in
investing activities which was partially offset by $3,145,000 of cash provided
by operating activities and $674,000 of cash provided by financing activities.
Cash used in investing activities consisted of $1,434,000 of cash used for
improvements to real estate, primarily tenant improvements, $2,061,000 of
additions to restricted cash to establish a reserve for tenant improvements and
$918,000 of cash expended on mortgage costs, leasing costs and commissions. Cash
provided by operating activities increased in 1999 as a result of increased
rents and improved operations of the Property. The Property is 98% leased as of
December 31, 1999. Cash provided by financing activities increased as a result
of $37,000,000 of proceeds from the refinancing of the mortgage note payable,
which was substantially offset by the $25,413,000 payoff of the previous
mortgage and a distribution of $10,074,000. In addition, mortgage principal
payments made prior to the refinancing totaled $209,000. As of December 31,
1999, the Registrant had approximately $2,240,000 included in cash and cash
equivalents which has been invested primarily in money market accounts.
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 $37,000,000 is due on September 20,
2002. As a result of the refinancing, the Partnership distributed $10,695,000 to
the Preferred Unitholders in October 1999 in satisfaction of a portion of the
Preferred Unitholders priority return. 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.
11
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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 2002,
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.
Results of Operations
Operating results, before non-operating income (expenses), improved by
$217,000 for the year ended December 31, 1999, as compared to 1998, due to an
increase in revenues of $571,000 , which was partially offset by an increase in
expenses of $354,000.
Revenues increased by $571,000 for the year ended 1999, as compared to
1998, due to increases in rental income of $663,000 which was partially offset
by a decline in other income of $92,000. Rental income increased primarily due
to increases in rental rates and average occupancy (98% vs. 95%) for the year
ended December 31, 1999 and 1998, respectively.
Expenses increased by $354,000 for the year ended 1999, as compared to
1998, primarily due to increases in depreciation of $235,000, real estate taxes
of $81,000, payroll and payroll expense reimbursements of $65,000, operating
expenses of $61,000 and management and other fees of $50,000. These increases
were partially offset by a $135,000 decrease in general and administrative
costs. The increase in depreciation expense was due to expenditures for tenant
improvements made in connection with the volume of leasing activity in the past
two years. Real estate taxes increased as a result of an increase in the
assessed value of the Property. Payroll and payroll expense reimbursements and
operating expenses increased primarily as a result of the increased operations
of the Property. All other expenses remained relatively constant.
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Item 7. Financial Statements
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
Consolidated Financial Statements
Year Ended December 31, 1999
Table of Contents
Page
----
Independent Auditors' Report F-2
Consolidated Financial Statements:
Balance Sheets at December 31, 1999 and 1998 F-3
Statements of Operations for the Years Ended
December 31, 1999 and 1998 F-4
Statements of Partners' Capital for the Years Ended
December 31, 1999 and 1998 F-5
Statements of Cash Flows for the Years Ended
December 31, 1999 and 1998 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, 1999 and 1998, 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,
1999 and 1998, 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 15, 2000
F-2
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1999 1998
---- ----
ASSETS
<S> <C> <C>
Real Estate, at cost:
Land $ 1,700 $ 1,700
Building and improvements, net of accumulated
depreciation of $18,159 (1999) and $15,725 (1998) 30,800 31,800
-------- --------
32,500 33,500
Other Assets:
Cash and cash equivalents 3,194 3,788
Restricted cash 2,528 467
Other assets 284 356
Deferred rent receivable 1,152 690
Deferred costs, net of accumulated amortization
of $1,902 (1999) and $2,504 (1998) 2,575 2,269
-------- --------
Total Assets $ 42,233 $ 41,070
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan payable $ 37,000 $ 25,622
Accrued interest payable 287 203
Accounts payable and accrued expenses 1,737 1,109
Payable to related party 285 200
Security deposits 128 135
-------- --------
Total Liabilities 39,437 27,269
-------- --------
Partners' Capital:
Preferred unit holders (deficit) capital (460 units outstanding) (626) 10,218
Investor limited partners' capital (460 units outstanding) 4,944 5,093
General partner's deficit (1,522) (1,510)
-------- --------
Total Partners' Capital 2,796 13,801
-------- --------
Total Liabilities and Partners' Capital $ 42,233 $ 41,070
======== ========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------
1999 1998
---- ----
<S> <C> <C>
Revenues:
Rental income $ 9,273 $ 8,610
Other income 693 785
------- -------
Total revenues 9,966 9,395
------- -------
Expenses:
Real estate taxes 665 584
Payroll and payroll expense reimbursements 684 619
Operating expenses 708 647
Repairs and maintenance 827 834
Utilities 922 919
Management and other fees 667 617
General and administrative costs 193 328
Insurance 107 103
Depreciation 2,434 2,199
Amortization 553 556
------- -------
Total expenses 7,760 7,406
------- -------
Operating income 2,206 1,989
Non-operating income (expenses):
Interest income 229 265
Interest expense (2,736) (2,510)
------- -------
Net loss $ (301) $ (256)
======= =======
Net loss allocated:
General Partner $ (3) $ (3)
Preferred Unit Holders (149) (169)
Investor Limited Partners (149) (84)
------- -------
Net loss $ (301) $ (256)
======= =======
Net loss allocated per unit:
Preferred Unit Holders $(323.91) $(367.39)
======== ========
Investor Limited Partners $(323.91) $(182.61)
======== ========
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1999 AND 1998
(In Thousands, Except Unit Data)
<TABLE>
<CAPTION>
Preferred Units Units of Preferred Investor
of Limited Limited Unit Holders' Limited General
Partnership Partnership Capital Partners' Partner's
Interest Interest (Deficit) Capital (Deficit) Total
-------- -------- --------- ------- --------- -----
<S> <C> <C> <C> <C> <C> <C>
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
Net loss - - (149) (149) (3) (301)
Partners' distributions - - (10,695) - (9) (10,704)
-------- -------- -------- -------- -------- --------
Balance - December 31, 1999 460 460 $ (626) $ 4,944 $ (1,522) $ 2,796
======== ======== ======== ======== ======== ========
</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,
--------------------------
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (301) $ (256)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 3,046 2,816
Deferred rent receivable (462) (438)
Changes in assets and liabilities:
Other assets 72 75
Accounts payable, accrued expenses, payable to
related party and security deposits 706 (2,262)
Accrued interest payable 84 (2)
---------- ---------
Net cash provided by (used in) operating activities 3,145 (67)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to building and improvements (1,434) (2,047)
Restricted cash (2,061) 201
Deferred costs (918) (478)
---------- ---------
Net cash used in investing activities (4,413) (2,324)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage loan 37,000 -
Satisfaction of mortgage loan (25,413) -
Principal payments on mortgage loan (209) (291)
Distributions to partners (10,704) (4,646)
---------- ---------
Net cash provided by (used in) financing activities 674 (4,937)
---------- ---------
Net Decrease in Cash and Cash Equivalents (594) (7,328)
Cash and Cash Equivalents at Beginning of Year 3,788 11,116
---------- ---------
Cash and Cash Equivalents at End of Year $ 3,194 $ 3,788
========== =========
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 2,593 $ 2,451
========== =========
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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
Partnership raised equity through an offering of subscription rights
("Rights") to holders of limited partner interests (the
"Unitholders") in 1997. The offering allowed the Unithholders to
purchase 12% cumulative, non-compounded preferred partnership units
("Preferred Units"). The Partnership received gross proceeds of
$10,695,000 from the sale of the Preferred Units, including Preferred
Units acquired by affiliates of WFA. 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.
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 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
F-7
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(Continued)
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Organization (Continued)
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
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.
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. As of December 31, 1999, the
Partnership had approximately $2,240,000 invested in money market
accounts which are included in cash and cash equivalents.
F-8
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(Continued)
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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.
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 approximately $70,000 and $68,000 were
incurred for the years ended December 31, 1999 and 1998,
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, 1999 and 1998,
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
mortgage by discounted cash flow analysis, based on estimated
borrowing rates currently available to the Partnership.
Reclassifications
Certain amounts have been reclassified to conform to the December 31,
1999 presentation.
F-9
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(Continued)
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Segment Reporting
SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," 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 as of December 31:
<TABLE>
<CAPTION>
Period 1999 1998
------ ---- ----
<S> <C> <C> <C>
Organization costs 5 Years $ - $ 443,000
Mortgage loan fees 9.75 Years 694,000 609,000
Lease commissions Lease term 3,679,000 3,575,000
Lease costs Lease term 104,000 146,000
--------------- -----------------
4,477,000 4,773,000
Less: accumulated amortization (1,902,000) (2,504,000)
$ 2,575,000 $ 2,269,000
=============== =================
</TABLE>
Note 3 - MORTGAGE LOAN PAYABLE
On September 23, 1999, the Partnership refinanced its existing
mortgage. The new mortgage in the amount of $37,000,000 replaced
indebtedness of approximately $25,413,000. The mortgage requires
monthly payments of interest only and bears interest at 325 basis
points over 30-day LIBOR (9.08% at December 31, 1999). The mortgage
matures on September 20, 2002 at which time the principal and all
unpaid interest is due. In connection with the refinancing, the
Partnership was required to establish a reserve for tenant
improvements of $2,500,000 and a security deposit reserve of
$128,000. The reserves are included in restricted cash in the
accompanying consolidated balance sheet as of December 31, 1999.
F-10
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(Continued)
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 pays or accrues to an affiliate of
WFA an annual property management fee equal to 5% of cash
receipts. Management fees of approximately $488,000 and
$448,000 were incurred for the years ended December 31, 1999
and 1998, 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 $179,000. Fees of
approximately $179,000 and $169,000, were paid or accrued for
the years ended December 31, 1999 and 1998, 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 $47,000 and $66,000 were incurred during the years ended
December 31, 1999 and 1998, respectively, and have been
capitalized to the cost of building and improvements.
d. In accordance with the partnership agreement, during 1999 and
1998, the General Partner received distributions of
approximately $9,000 and $46,000, respectively.
e. In October 1999, in accordance with the Agreement, the
Preferred Unitholders who are also affiliates of the General
Partner, received $6,158,000 of the $10,695,000 in cash
distributions from the proceeds received from the mortgage
refinancing.
f. For services rendered in obtaining the new mortgage loan, an
affiliate of the General Partner earned $185,000, which has
been capitalized as a deferred cost.
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, 1999, are as follows:
2000 $ 8,190,000
2001 7,563,000
2002 7,509,000
2003 6,463,000
2004 4,628,000
Thereafter 9,873,000
-------------
$ 44,226,000
F-11
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(Continued)
Note 5 - MINIMUM FUTURE RENTAL REVENUES (Continued)
The Partnership received more than 10% of its lease revenue from two
tenants. One tenant accounted for approximately 21% and 23%,
respectively, of total rental revenue for the years ended December
31, 1999 and 1998, and another tenant accounted for approximately 17%
of total rental revenues for the years ended December 31, 1999 and
1998.
Note 6 - PARTNERS' DISTRIBUTIONS
There were no distributions of cash from operations for the years
ended December 31, 1999 and 1998. In January 1998, a distribution
from the Investor Partnership of $4,600,000 ($10,000 per unit), was
made to Unitholders and approximately $46,000 to the General Partner
in accordance with the Rights offering. In October 1999, the
Partnership distributed $10,695,000 ($23,250 per unit) to Preferred
Unitholders and $9,000 to the General Partner.
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)
1999 1998
---- ----
Net loss - financial statements $ (301) $ (256)
Differences resulted from:
Depreciation 991 840
Prepaid Rents 245 (42)
Rental Revenue (462) (438)
Amortization - (32)
Bad Debt Expense - (45)
Capitalized Interest 21 32
Management Fees - 83
Other (3) 31
------- -------
Net income for tax purposes $ 491 $ 173
====== =======
F-12
<PAGE>
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
(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 1999 and 1998 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
----- ------ ----- -----
1999
<S> <C> <C> <C> <C>
Rental income $ 9,273 $ - $ - $ 9,273
Other income 244 449 - 693
Interest income 112 - 117 229
Interest expense 2,641 95 - 2,736
Depreciation and amortization 2,941 46 - 2,987
Segment profit (loss) (495) 308 (114) (301)
Total assets 39,842 1,098 1,293 42,233
Capital expenditures 1,434 - - 1,434
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 36,836 1,144 3,090 41,070
Capital expenditures 2,047 - - 2,047
</TABLE>
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 1999 or 1998 audits of the Partnership's financial statements.
26
<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, 2000, the names of the
executive officers of WFA and the position held by each of them, are as follows:
<TABLE>
<CAPTION>
Has Served as
Position Held with the Has Served as a Director
Name Managing General Partner or Officer Since
- ---- ------------------------ ----------------
<S> <C> <C>
Michael L. Ashner Chief Executive Officer 1-96
Thomas C. Staples Chief Financial Officer 1-99
Peter Braverman Executive Vice President 1-96
Carolyn Tiffany Chief Operating Officer and Clerk 10-95
</TABLE>
Michael L. Ashner, age 47, 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 44, 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 48, 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 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.
27
<PAGE>
Carolyn Tiffany, age 33, 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
Residential Associates I, A Limited Partnership; Winthrop Residential Associates
II, A Limited Partnership; Winthrop Residential Associates III, A Limited
Partnership; Nantucket Island Associates 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; and Winthrop
Growth Investors I 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 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
28
<PAGE>
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 Operating Partnership paid to or
accrued to the account of the General Partner or its affiliates for the years
ended December 31, 1998 and 1999:
<TABLE>
<CAPTION>
Entity Compensation 1998 1999
- ------ ------------ ---- ----
<S> <C> <C>
Winthrop Financial Annual Partnership Investor $169,000 $179,000
Associates Service Fee
Winthrop Financial Associates Cash Distributions $ 46,000 $9,009
Winthrop Management LLC Management Fee $448,000 $488,000
Winthrop Management LLC Construction, Supervision, Legal $ 66,000 $ 67,888
and Leasing Fees
</TABLE>
See "Item 7, Financial Statements - Note 4" for additional information
with respect to related party transactions.
29
<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.
30
<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 2000
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 Officer March 28, 2000
- ------------------
Michael Ashner
/s/ Thomas Staples Chief Financial Officer March 28, 2000
- -------------------
Thomas Staples
31
<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)
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)
32
<PAGE>
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
33
<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>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 5,722,000<F1>
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 50,659,000
<DEPRECIATION> 18,159,000
<TOTAL-ASSETS> 42,233,000
<CURRENT-LIABILITIES> 0
<BONDS> 37,000,000
0
0
<COMMON> 0
<OTHER-SE> 2,796,000
<TOTAL-LIABILITY-AND-EQUITY> 42,233,000
<SALES> 0
<TOTAL-REVENUES> 9,966,000
<CGS> 0
<TOTAL-COSTS> 7,567,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,736,000
<INCOME-PRETAX> (301,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (301,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (301,000)
<EPS-BASIC> (647.82)<F2>
<EPS-DILUTED> (647.82)<F2>
<FN>
<F1> Includes $2,528,000 of restricted cash.
<F2> Primary EPS and diluted EPS include $(323.91) per Preferred Unit of Limited
Partnership Interest.
</FN>
</TABLE>
