UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the transition period from to
Commission file Number 33-31778
Historic Preservation Properties 1990 L.P. Tax Credit Fund
(Exact name of registrant as specified in its charter)
Delaware
04-3066191
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization) Identification No.)
Batterymarch Park II, Quincy, MA 02169
(Address of principal executive offices)
Registrant's telephone number, including area code 617-
472-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
None
Securities registered pursuant to Section 12(g) of the act:
None
(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.
[x] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
[x]
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
1997 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Sequential
Page No. Page No.
PART I
Item 1 Business K-3 4
Item 2 Properties K-7 8
Item 3 Legal Proceedings K-7 8
Item 4 Submission of Matters
to a Vote of Unit Holders K-7 8
PART II
Item 5 Market for Registrant's
Units and Related Unit
Holder Matters K-8 9
Item 6 Selected Financial Data K-9 10
Item 7 Management's Discussion and
Analysis of Financial
Condition and Results of
Operations K-10 11
Item 8 Financial Statements and
Supplementary Data K-13 14
Item 9 Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure K-13 14
PART III
Item 10 Director and Executive
Officer of the Registrant K-14 15
Item 11 Executive Compensation K-15 16
Item 12 Unit Ownership of Certain
Beneficial Owners and Management K-15 16
Item 13 Certain Relationships and
Related Transactions K-16 17
PART IV
Item 14 Exhibits, Financial Statement
Schedules and Reports on
Form 8-K K-17 18
SIGNATURES K-25 26
SUPPLEMENTAL INFORMATION K-26 27
DOCUMENTS INCORPORATED BY REFERENCE
Part of the Form 10-K Document
into which Incorporated Incorporated by Reference
I Prospectus of the Registrant
dated March 30, 1990 (the
"Prospectus").
Supplement No. 1 to the
Prospectus dated August 1, 1990.
Supplement No. 2 to the
Prospectus dated December 3,
1990.
III The Prospectus.
PART I
Item 1. Business.
Historic Preservation Properties 1990 L.P. Tax Credit
Fund (the Partnership or HPP'90), a Delaware limited partnership, was
organized under the Delaware Revised Uniform Limited Partnership Act on
October 4, 1989 for the purpose of investing in a portfolio of real
properties for which the cost of rehabilitating acquired properties
qualified for rehabilitation tax credits (Rehabilitation Tax Credits)
afforded by Section 47 of the Internal Revenue Code of 1986, as amended
(the Code), and rehabilitating such properties (or acquiring such
properties in the process of rehabilitation and completing such
rehabilitation) in a manner intended to render the cost of such
rehabilitation eligible for classification as "Qualified Rehabilitation
Expenditures", as such term is defined in the Code, and thus eligible
for Rehabilitation Tax Credits. The Partnership was initially
capitalized with contributions of $100 from its general partner and
$100 from each of three initial limited partners. On October 26, 1989,
the Partnership filed a Registration Statement on Form S-11, File
Number 33-31778 (the Registration Statement), with the Securities and
Exchange Commission (the Commission) with respect to the public
offering of units of limited partnership interest (Units) in the
Partnership. The Registration Statement, covering the offering of up
to 50,000 Units at a purchase price of $1,000 per Unit (an aggregate of
$50,000,000), was declared effective on March 30, 1990. The offering of
Units terminated on December 31, 1990, at which time the Partnership
had received gross offering proceeds of $16,361,000 from 1,391
investors.
The general partner of the Partnership is Boston
Historic Partners II Limited Partnership (the General Partner), a
Massachusetts limited partnership. The general partner of the General
Partner is BHP II Advisors Limited Partnership (BHP II Advisors). The
general partners of BHP II Advisors are Terrence P. Sullivan (Sullivan)
and Portfolio Advisory Services II, Inc. (PAS II) a corporation whose
controlling shareholder, director and president is Sullivan.
The Partnership does not have any employees. For the
period July 1, 1993 through September 30, 1995, HPP'90 engaged
Portfolio Advisory Services, Inc. (PAS), a Massachusetts corporation,
which is related to the General Partner through certain common
ownership and management, and in which Sullivan is the sole
shareholder, to assist the General Partner in providing accounting,
asset management and investor services. PAS received no fee for its
services, however it was reimbursed for all operating costs of
providing these services.
Effective October 1, 1995, the Partnership engaged
Claremont Management Corporation (CMC), an unaffiliated Massachusetts
corporation to perform accounting, asset management and investor
services for an annual fee of $38,400 and reimbursement of all
operating expenses of providing such services. The agreement, which
expires on June 30, 1998, is automatically extended on a year-to-date
basis in June of each year unless otherwise terminated as provided for
in the agreements.
The Partnership's only business is investing in real
properties for which the cost of rehabilitating acquired properties
qualified for Rehabilitation Tax Credits and operating such properties.
A presentation of information about industry segments is not
applicable and would not be helpful in understanding the Partnership's
business taken as a whole. The Partnership's investment objectives and
policies are described in pages 28-36 of its prospectus dated March 30,
1990 (the Prospectus) under the caption "Investment Objectives and
Policies," which description is incorporated herein by this reference.
The Prospectus was filed with the Commission pursuant to Rule 424(b)
on April 6, 1990.
During 1990, the Partnership acquired interests in the
following real estate, collectively referred to as the "Ventures". The
Partnership's purchase of the Ventures was made on substantially the
same terms described in Supplement No. 1 to the Prospectus dated August
1, 1990 (Supplement No. 1) and Supplement No. 2 to the Prospectus dated
December 3, 1990 (Supplement No. 2). Both Supplement No. 1 and
Supplement No. 2 are incorporated herein by this reference. Supplement
No. 1 and Supplement No. 2 were filed pursuant to Rule 424(b) on August
14, 1990 and December 4, 1990, respectively. As of December 31, 1997,
100% of the limited partners' capital contributions (net of selling
commissions, organizational and sales costs, acquisition fees and
reserves) had been invested in real property investments:
Henderson's Wharf Baltimore, L.P. (the Building
Venture) is a Delaware limited partnership which was formed on July 20,
1990 to acquire a fee interest in a seven-story building on 1.5 acres
of land located at 1000 Fell Street, Baltimore, Maryland and to
rehabilitate the building into residential units, 149 indoor parking
spaces and a 38 room inn. The building contains 137 residential units,
128 of which are owned by the Building Venture and 9 of which are owned
by unrelated parties as of December 31, 1997.
The building has been renovated and certain of the
related renovation costs have qualified for Rehabilitation Tax Credits.
The Building Venture purchased the building for $6,812,500 which
included seller financing of $6,350,000. Lease-up of the residential
units commenced in January 1991 and the inn opened in May 1991.
Under the Second Amended and Restated Agreement of
Limited Partnership of Henderson's Wharf Baltimore, L.P. dated February
1, 1991, Henderson's Wharf Development Corporation (HWDC), a Delaware
corporation that is wholly-owned by the Partnership, was admitted as a
general partner of the Building Venture (the Partnership and HWDC are
collectively referred to as "Henderson's General Partners"). Hillcrest
Management, Inc. (HMI), a Massachusetts corporation, was admitted as
the limited partner of the Building Venture. The overall management and
control of the business and affairs of the Building Venture are solely
vested in Henderson's General Partners.
On February 1, 1991, the Building Venture and the
Marina Venture (discussed below) entered into long-term management
agreements and an inn lease (Contracts) which were scheduled to expire
on December 31, 1993, as well as a consulting agreement (Consulting
Agreement) with HMI. The Consulting Agreement, which, expired on
December 31, 1991, required the Building Venture to pay HMI certain
fees, the commitment for which survived the December 31, 1991
expiration date of the Consulting Agreement and the termination of all
other agreements with HMI.
In 1993, the Ventures terminated the Contracts with,
and commitments under the Consulting Agreement to HMI. In January 1995,
HPP'90 entered into an agreement on behalf of the Ventures to pay HMI
contract termination settlement payments (Settlement Payments) totaling
$271,108. The Settlement Payments required an initial payment of
$36,000 due on January 27, 1995 and requires monthly payments of $3,221
which commenced September 1995 and are payable through the earlier of
September 2001 or the occurrence of certain events as defined in the
agreement. The Settlement Payments are secured by 100% of HPP'90's
economic interest as a partner, as defined in the agreements, in the
Ventures; net sales and refinancing proceeds; cash flow; return of
capital contributions; all of HPP'90's cash and marketable equity
securities in excess of $150,000; and all of the Venture's cash in
excess of the greater of $200,000 or reserves required by lenders. No
distributions to the partners of HPP'90 are permitted until all
Settlement Payments are paid in full. As of December 31, 1997 and
1996, unpaid settlement payments included in accrued expenses and other
liabilities totaled $144,928 and $183,576, respectively.
In accordance with the termination of all HMI
contracts, effective January 1, 1995 HMI withdrew from the Building
Venture as a limited partner and was replaced by HWDC.
On February 27, 1996, HPP'90 issued a $6,000,000 deed
of trust note to a third party lender which provided funds for the
Building Venture to refinance the outstanding balance of the seller
financed purchase money note totaling $5,590,418, to pay $109,582 to
the seller in release of a contingent purchase price promissory note,
and to purchase in part three condominium units and parking spaces
owned by unrelated parties for an aggregate purchase price of $332,682.
The deed of trust note bears interest at 7.85% and requires monthly
principal and interest payments in the amount of $49,628. The deed of
trust note amortizes over a 20 year schedule and all remaining unpaid
principal and interest is due in March 2016. Under the deed of trust
note, the lender has the option with six months written notice to call
amounts outstanding under the deed of trust note at the end of ten
years (February 2006) or anytime thereafter. The deed of trust note is
secured by the Building Venture's property, rents and assignment of
leases and is guaranteed by the Building Venture.
This refinancing transaction released approximately
$1,057,000 of suspended Rehabilitation Tax Credits to the Partnership
from the Building Venture in 1996. These credits had been suspended
due to the fact that original financing was seller provided.
Rehabilitation Tax Credits generated by the Building Venture and
previously allocated to HPP'90's Limited Partners totaled $3,174,059
since inception. As of December 31, 1996, 100% of all Rehabilitation
Tax Credits were fully vested.
The Building Venture's investment property competes in
the residential rental real estate and hotel markets. The Building
Venture's apartment units generally compete on the basis of location,
price, square footage and amenities with approximately six other
similar complexes in the Fells Point area. The Building Venture's
apartment units also compete with the local single family home market,
which in recent years has become more competitive due to the increased
availability of low mortgage rates. The Building Venture's inn
generally competes with the smaller hotels and bed and breakfast
establishments on the basis of room rates, location and amenities.
There are approximately three other competitors for the inn in the
Fells Point area, with the number of available rooms for each
competitor ranging from four (4) to eighty-eight (88).
As of December 31, 1997 and 1996, the apartment units
had an economic occupancy rate of approximately 97% and 95%,
respectively. The average occupancy for the inn in both 1997 and 1996
was 71%.
The Partnership may invest in other real estate
ventures as set forth on pages 28-36 of the Prospectus (which pages are
hereby incorporated by this reference) upon the remaining lease-up and
refinancing of this property.
Henderson's Wharf Marina, L.P. (the Marina Venture) is
a Delaware limited partnership which was formed on July 20, 1990 to
acquire a 1.92 acre parcel of land together with a 256-slip marina
which is adjacent to the Building Venture's property. The Marina
Venture owns the fee interest in the property. The Marina Venture
purchased the property for $1,266,363 which included seller financing
for $1,187,500.
The Second Amended and Restated Agreement of Limited
Partnership of Henderson's Wharf Marina, L.P. dated February 1, 1991
provided ownership and management identical to that of the Building
Venture described above. On August 1, 1991, Amendment No. 1 to the
Second Amended and Restated Agreement of Limited Partnership was
executed. HWDC became the sole general partner of the Marina Venture
and HMI and the Partnership became limited partners. The overall
management and control of the business and affairs of the Marina
Venture is solely vested with the general partner of the Marina
Venture.
After evaluating the marina property over the initial
years following acquisition, the Marina Venture had determined that it
was in its best interest to either renegotiate the debt or restructure
the Marina Venture before proceeding with the development of the
marina.
On December 31, 1992, the seller (HWFP, Inc.) agreed to
reduce the original principal amount of the purchase money note from
$1,187,500 to $350,000 and forgave $237,500 of accrued interest. Also
on December 31, 1992, the Third Amended and Restated Agreement of
Limited Partnership of Henderson's Wharf Marina L.P. was executed.
HWFP, Inc., a Maryland corporation, received a 50% limited partnership
interest in the Marina Venture. Concurrently, HMI withdrew as a
limited partner in the Marina Venture, HPP'90's limited partnership
interest in the Marina Venture was reduced to 49% and HWDC retained a
1% general partnership interest in the Marina Venture.
Based on the fair market value of marina land and
improvements determined by independent appraisal and the priority
distribution of proceeds from capital transactions as provided for in
the Marina Venture's Third Amended and Restated Agreement of Limited
Partnership, the Partnership had reserved $845,672 against its
investment in the marina land and improvements at December 31, 1992.
The property is carried at the lower of cost or net realizable value.
On February 27, 1996, HPP'90, HWDC and HWFP, Inc.
executed the First Amendment to the Third Amended and Restated
Agreement of Limited Partnership of Henderson's Wharf Marina L.P. The
Partnership redeemed HWFP's 50% limited partnership interest in the
Marina Venture by issuing a $225,000 promissory note secured by the
marina property. The note bore interest at 7.50%, was scheduled to
mature in March 2006, and required monthly principal and interest
payments in the amount of $2,086. As a result of this transaction,
HPP'90's limited partnership interest in the Marina Venture increased
to 98%, and HWDC's general partnership interest increased to 2%. On
September 30, 1997, the Building Venture advanced $200,000 to the
Marina Venture. The Marina Venture then settled in full the promissory
note payable to HWFP.
The Marina Venture had operated a minimal number of its
256 slips from 1991 to 1995 due to significant repairs necessary to be
fully operational. During 1997 and 1996, the Marina Venture added
$40,401 and $23,049, respectively, of utility, safety and other
improvements increasing the number of fully operational slips to 224.
The Marina Venture competes with approximately seven
other marinas located in the inner harbor of Fells Point. The marinas
generally compete on the basis of slip fee rates (seasonal and year
round), marina services and amenities. The Marina Venture has no marina
services and offers minimum boating amenities.
Item 2. Properties.
See Item 1 above.
Item 3. Legal Proceedings.
In 1997, the Building Venture and the condominium
association to which it belongs filed suit against one unit owner for
failure to pay condominium assessments and nuisance. The suit asks for
actual damages as well as compensatory and punitive damages totaling
$120,000. The case is currently not yet in the discovery stage and no
estimate can be made as to the time or the amount, if any, of ultimate
recovery.
The unit owner filed a counterclaim against the
Building Venture, the condominium association to which it belongs, and
other third parties for alleged breach of contract and related counts.
The counterclaim asks for compensatory and punitive damages totaling
$3,901,000. The Building Venture believes that the counterclaim is
completely without merit and intends to vigorously defend its position.
The case relating to the counterclaim also is currently not yet in the
discovery stage and the Building Venture's legal counsel is unable to
determine the likelihood of an unfavorable outcome or the amount or
range of potential loss. It is reasonably possible that the outcome of
the uncertainty might be determined in the near term.
Item 4. Submission of Matters to a Vote of Unit Holders.
No matters were submitted to a vote of Unit holders.
PART II
Item 5. Market For Registrant's Units and Related Unit Holder
Matters.
(a) There is no established public trading market
for the Units and no such market is expected to
develop. Trading in the Units is limited and
sporadic and occurs solely through private
transactions.
(b) As of March 16, 1998, there were 1,392 holders
of Units.
The Amended and Restated Agreement of Limited
Partnership (Partnership Agreement) requires that any Cash Flow (as
defined therein) be distributed quarterly to the investor limited
partners (Limited Partners) in specified proportions and priorities and
that Sale or Refinancing Proceeds (as defined therein) be distributed
as and when available. As discussed in Item 1, there are certain
restrictions on the Partnership's present and future ability to make
distributions of Cash Flow or Sale or Refinancing Proceeds. For the
periods ended December 31, 1997, 1996 and 1995, no distributions of
Cash Flow or Sale or Refinancing Proceeds were paid or accrued to the
Limited Partners.
Item 6. Selected Financial Data.
Periods Ended December 31,
1997 1996 1995 1994 1993
Revenues $3,261,261 $2,909,744 $2,769,347 $2,501,562 $2,220,822
Net Income (Loss) $211,825 $(258,989) $(359,021) $(667,504) $(917,379)
Net Income (Loss) per
unit of Investor
Limited Partnership
Interest based on
Units outstanding $ 12.82 $ (15.67) $ (21.72) $ (40.39) $ (55.51)
Total Assets as of
December 31, $15,224,121 $15,392,204 $15,483,025 $15,849,184 $16,276,877
Long Term Debt as
of December 31, $5,767,197 $ 6,123,084 $ 5,590,418 $ 5,590,418 $ 5,350,000
Cash Distributions
per weighted
average Unit
outstanding $ 0 $ 0 $ 0 $ 0 $ 0
Rehabilitation
Tax Credit per
Unit $ 0 $ 63.94 $ 0 $ 0 $ 0
See Item 7 for a discussion of the factors that may materially affect
the foregoing information in future years.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources. The Partnership
terminated its offering of Units on December 31, 1990, at which time
Limited Partners had purchased 16,361 Units, representing gross capital
contributions of $16,361,000. As of December 31, 1997, the Partnership
had invested an aggregate of $12,461,719 in the Building and Marina
Ventures.
Such amount contributed in the Building and Marina
Ventures represents approximately 100% of the Limited Partners' capital
contribution after deducting selling commissions, organizational and
sales costs, acquisition fees and reserves. The Partnership does not
anticipate making any additional investments in new real estate.
As of December 31, 1997, the Ventures and HPP'90 had
cash and cash equivalents, excluding security deposit cash, of $320,713
and $350,098, respectively. HPP'90's cash and cash equivalents are used
primarily to fund general and administrative expenses of running the
public fund. The Venturers' cash and cash equivalents are used to fund
operating expenses and debt service of the properties. In addition, to
the extent available, the Building Venture distributes cash to HPP'90
to fund general and administrative expenses of managing the public
fund. For the years ended December 31, 1997, 1996 and 1995, the
Building Venture distributed $501,000, $203,000, and $223,138,
respectively, to HPP'90.
Settlement Payments due HMI, that were negotiated as
part of the contract termination (See Item 1), are secured by 100% of
HPP'90's economic interest as a partner, as defined in the agreements,
in the Ventures; net sales and refinancing proceeds; cash flow; return
of capital contributions; all of HPP'90's cash and marketable equity
securities in excess of $150,000; and all of the Ventures' cash in
excess of the greater of $200,000 or reserves required by potential
lenders. No distributions to the partners of HPP'90 are permitted
until all settlement payments are paid in full. The Settlement
Payments may be prepaid, as defined in the agreement, without penalty.
As of December 31, 1997 and 1996, unpaid Settlement Payments included
in accrued expenses and other liabilities totaled $144,928 and
$183,576, respectively.
As mentioned in Item 1, on February 27, 1996, the
Building Venture obtained financing of $6,000,000 at 7.85% which
requires monthly principal and interest payments totaling $49,628 based
on a 20 year amortization. The deed of trust note matures in March
2016, however, under the deed of trust note, the lender has the option
with six months written notice to call amounts outstanding under the
deed of trust note at the end of ten years (February 2006) or anytime
thereafter. The deed of trust note is secured by the Building
Venture's property, rents and assignment of leases and is guaranteed by
the Building Venture.
Also as mentioned in Item 1, on February 27, 1996,
HPP'90, HWDC and HWFP, Inc. entered into the First Amendment to the
Third Amended and Restated Agreement of Limited Partnership of
Henderson's Wharf Marina, L.P. by which the Partnership redeemed HWFP's
50% limited partnership interest in the Marina Venture by issuing a
$225,000 promissory note secured by the marina property. The note bore
interest at 7.50%, originally matured on March 15, 2006, and required
monthly principal and interest payments in the amount of $2,086. On
September 30, 1997, the Building Venture loaned the Marina Venture
$200,000 and the Marina Venture settled in full the remaining
outstanding principal balance of $212,532 and all accrued interest due
under the promissory note payable to HWFP.
Within the next several years, significant repairs are
needed to maintain the Marina Venture's land which provides parking to
the marina and inn. In October 1997, the Marina Venture entered into a
letter of intent with a third party real estate developer to form an
entity whose purpose would include repairing the land and the
developing of the marina. The letter of intent expired on January 10,
1998. The Marina Venture estimates the cost of repairs to maintain the
land to be approximately $1,500,000. The Partnership anticipates that
capital resources to fund the repairs could be obtained from additional
financing sources and/or additional capital investment. Also, the
Partnership is investigating other potential sources of available
parking for the marina and inn.
HPP'90's short-term liquidity depends upon its ability
to receive distributions from the Building Venture. The short-term
liquidity of the Building Venture depends on its ability to generate
sufficient rental income to fund operating expenses and debt service
requirements and have sufficient cash to distribute to HPP'90. The
short-term liquidity of the Marina Venture depends on its ability to
generate sufficient rental income to fund operating expenses and make
capital expenditures to maintain the existing capacity of the marina
and make additional capital improvements to expand the marina's
existing capacity. HPP'90 has advanced approximately $277,000 to the
Marina through December 31, 1997 to fund operations. It is not
expected that the Marina Venture will generate sufficient short-term
liquidity to repay advances made by HPP'90.
Cash flow generated from the Partnership's present
investment properties and the Partnership's share of the proceeds from
the sale of such properties is expected to be the source of future
long-term liquidity.
Results of Operations. The Partnership generated net
income under generally accepted accounting principles of $211,825 in
1997 which includes depreciation and amortization of $582,710.
The Building Venture was fully operational during the
entire year. The Marina Venture had operated a minimal number of its
256 slips from 1991 to 1995 due to significant repairs necessary to be
fully operational. During 1997 and 1996, the Marina Venture added
$40,401 and $23,049, respectively, of utility, safety and other
improvements increasing the number of fully operational slips to 224.
However, other substantial repairs are still needed to bring the marina
to full operation.
The results of the Partnership's operations in future
years should be comparable to 1997 numbers provided the Building
Venture is able to maintain greater than 90% economic occupancy in the
Apartments and greater than 65% occupancy in the Inn. Expense levels
are expected to increase with the rate of inflation but, it is
anticipated that the monthly rents and the average daily room rate
revenues should increase accordingly.
The Apartments have achieved stabilized occupancy with
economic occupancy rates of 97%, 95% and 94% for the years 1997, 1996
and 1995, respectively. Management is projecting economic occupancy
for the Apartments to be approximately 96% as well as a 6% increase in
rental rates for calendar year 1998. Management expects economic
occupancy to remain around 95% and rental rates to increase between 3%
to 5% in future years after 1998.
The Apartments also began charging parking fees for
garaged parking in 1996 and achieved full implementation of the parking
fee policy by the end of 1997. Management is projecting a 25% increase
in parking fee rates for the calendar year 1998.
The average occupancy of the Inn for the years 1997,
1996 and 1995 was 71%, 71%, and 74%, respectively. The Inn experienced
higher occupancy in 1995 due in part to a major competitor temporarily
discontinuing operations for renovations. That major competitor
reopened in 1996. Management is projecting Inn occupancy of 72%, as
well as a 4% increase in the average daily room rate for calendar year
1998. The Inn occupancy in future years is expected to stay at the same
level, absent any significant adverse market conditions or increase in
existing market competition. Management expects the Inn's average
daily room rate to increase between 3% to 5% in future years after
1998.
The Partnership recorded net income of $211,825 in
1997, an increase of $470,814, compared to a net loss of $258,989 in
1996. The Partnership's net loss for 1996 decreased by $100,032
compared to a net loss of $359,021 in 1995. The increase in net income
for 1997, compared to 1996, is attributed to an increase in income of
approximately $350,000 and decreases in both total expenses and
interest expense of approximately $52,000 and $71,000, respectively.
The decrease in net loss for 1996, compared to 1995, is due to an
increase in income of approximately $140,000, a decrease in interest
expense of approximately $18,000, offset by an increase in total
expenses of approximately $25,000 and a decrease in minority interest
loss of approximately $33,000.
The increases in income from 1997 compared to 1996, and
from 1996 compared to 1995, are primarily due to the increase in rental
and related income. Rental and related income increased in 1997
compared to 1996, primarily due to increased room, rental and parking
rates at both the Inn and Apartments and a slight increase in occupancy
at the Apartments and Marina. Rental and related income increased in
1996, compared to 1995, due to increased room rates at the Inn. The
average daily rate for inn rooms increased approximately 7% in both
1997 and 1996 and the average apartment rental income rates increased
approximately 7% in 1997 compared to 1996.
Operating and administrative expense increased in 1996,
compared to 1995, due to the initial engagement of a third party entity
to perform asset management, accounting and investor services for
HPP'90. Payroll services decreased in 1996, compared to 1995, due to
certain efficiencies implemented by management. Management fees, which
are based on gross receipts, increased in 1997 and 1996, compared to
previous years, due to the increase in rental and related income.
Depreciation and amortization increased in 1996, compared to 1995, as a
result of the purchase of three additional units in February 1996.
Interest expense decreased in 1997, compared to 1996, due to
amortization of the loan balances and the settlement of the marina debt
in September 1997. The decrease in interest expense in 1996, compared
to 1995, is primarily due to the refinancing of Building Venture's debt
in February 1996.
As of February 27, 1996, the Partnership no longer
records minority interest due to the redemption of HWFP's 50% limited
partnership interest in the Marina Venture.
Inflation and Other Economic Factors
Recent economic trends have kept inflation relatively
low although the Partnership cannot make any predictions as to whether
recent trends will continue. The assets of the Partnership are highly
leveraged in view of the fact that the Building Venture is subject to a
substantial mortgage debt as of December 31, 1997. Operating expenses
and rental revenues of each property are subject to inflationary
factors. Low rates of inflation could result in slower rental rate
increases, and to the extent that these factors are not offset by
similar increases in property operating expenses (which could arise as
a result of general economic circumstances such as an increase in the
cost of energy or fuel, or from local economic circumstances), the
operations of the Partnership could be adversely affected. Actual
deflation in prices generally would, in effect, increase the economic
burden of the mortgage debt service with a corresponding adverse
effect. High rates of inflation, on the other hand, raise the
operating expenses for projects and to the extent they cannot be passed
on to tenants through higher rents, such increases could also adversely
affect Partnership operations. Although, to the extent rent increases
are commensurable, the burden imposed by the mortgage leverage is
reduced with a favorable effect. Low levels of new construction of
similar projects and high levels of interest rates may foster demand
for existing properties through increasing rental income and
appreciation in value.
Year 2000 Issues
The Partnership and the Ventures have analyzed the effect of the Year
2000 on their respective financial and computer systems and have
incorporated and/or expect to have incorporated the necessary
modifications to avert any negative consequences. The Partnership does
not anticipate Year 2000 issues to have any material effect on its
operations or the operations of the Ventures, or incur substantial
costs to address Year 2000 issues.
Item 8. Financial Statements and Supplementary Data.
See the Financial Statements of the Partnership
included as part of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) and (b) Identification of Directors and Executive
Officers.
The following table sets forth the name and age of the
director and executive officer of BHP II Advisors and the offices held
by such person.
Name Office Age
Terrence P. Sullivan President and Director 51
Mr. Sullivan has served as a director and executive
officer of BHP II Advisors since the organization of PAS II in June
1989. Since that time he has also been a general partner of BHP II
Advisors. He will continue to serve in the capacity indicated above
until his successor is elected and qualified. Mr. Sullivan is also an
executive officer of Boston Capital Planning.
(c) Family Relationships.
None.
(e) Business Experience.
The background and experience of the executive officer
and director of BHP II Advisors and Boston Capital Planning identified
above in Items 10(a) and 10(b) are as follows:
Terrence P. Sullivan, 51, is the founder and sole
shareholder of Boston Capital Planning, a financial consulting and real
estate syndication firm, and its wholly-owned subsidiary, Boston Bay
Capital, Inc. (Boston Bay Capital). Founded in 1979, Boston Bay
Capital was an NASD-Registered broker/dealer specializing in placement
of interests in real estate limited partnerships which own historic and
restoration properties. From 1986 through December 31, 1989, Boston
Bay Capital participated in the placement of limited partnership
interest in 98 real estate programs, over 60 of which were historic
rehabilitation or restoration partnerships, placing a total of
approximately $140,000,000 in equity. In addition, from 1987 to 1990,
Boston Bay Capital served as dealer manager in connection with the sale
of units of limited partnership interest in Historic Preservation
Properties Limited Partnership, Historic Preservation Properties 1988
Limited Partnership, Historic Preservation Properties 1989 Limited
Partnership and the Partnership, the first four public programs
sponsored by Affiliates of the General Partner. Such public programs
sold an aggregate of approximately $82 million of Units of limited
partnership interest. From 1972 to 1978, Mr. Sullivan was the Tax
Shelter coordinator for the Boston office of White, Weld & Co., Inc.,
an investment banking firm. Mr. Sullivan graduated from Worcester
Polytechnic Institute in 1968 with a Bachelor of Science degree in
mechanical engineering. He received a Masters in Business
Administration degree from the University of Massachusetts (Amherst) in
1971. Mr. Sullivan serves as a general partner of BBC Restoration
Properties II Limited Partnership. In addition, an entity controlled
by Mr. Sullivan serves as the general partner of Institutional Credit
Partners Limited Partnership (ICP), a partnership organized to invest
in a diversified portfolio of properties which qualify for low income
housing tax credits, Rehabilitation Tax Credits, or both. In 1989, ICP
completed a private placement of $5,790,000 of limited partnership
interest to corporations and other institutional investors.
(f)-(g) Involvement in Certain Legal Proceedings.
None
Item 11. Executive Compensation.
The director and executive officer of PAS II and Boston
Capital Planning received no remuneration from the Partnership.
Under the Partnership Agreement, the General Partner
and its affiliates are entitled to receive various fees, expense
reimbursements, commissions, cash distributions, allocations of taxable
income or loss and tax credits from the Partnership. The amounts of
these items and the times at which they are payable to the General
Partner or its affiliates are described at pages 14-16 and 36-39 of the
Prospectus under the captions "Management Compensation" and "Cash
Distributions and Net Profits and Net Losses", respectively, which
descriptions are incorporated herein by this reference.
No commissions, fees, or cash distributions were paid
by the Partnership to the General Partner or its affiliates for the
years ended December 31, 1997, 1996 and 1995. The Partnership
reimbursed an affiliate of the General Partner $65,903 for
administrative expenses for the year ended December 31, 1995. No
reimbursements were made for the years ended December 31, 1997 or 1996.
For the year ended December 31, 1997, the Partnership
allocated approximately $544 of taxable loss to the General Partner.
See Note 6 to Financial Statements for additional information about
transactions between the Partnership and the General Partner and its
affiliates.
Item 12. Unit Ownership of Certain Beneficial Owners and
Management.
(a) Unit Ownership of Certain Beneficial Owners.
The Spiegel Corporation, 1515 West 22nd Street,
Oak Brook, Illinois 60522, is known by the Partnership to be the
beneficial owner of more than 5% of the outstanding Units at March 15,
1998 (2,000 units 12.22%). Under the Partnership Agreement, the voting
rights of the Limited Partners are limited and, in some circumstances,
are subject to the prior receipt of certain opinions of counsel or
judicial decisions.
Under the Partnership Agreement, the right to
manage the business of the Partnership is vested solely in the General
Partner, although the consent of a majority in interest of the Limited
Partners is required for the sale at one time of all or substantially
all of the Partnership's assets and with respect to certain other
matters. See Item 1 above for a description of the General Partner and
its general partners.
(b) Unit Ownership of Management.
No director or executive officer of BHP II
Advisors, Boston Capital Planning or their affiliates had any
beneficial ownership of Units as of March 15, 1998. No officer or
director of BHP II Advisors or Boston Capital Planning, nor any general
partner of the General Partner, nor any of their respective affiliates,
possesses the right to acquire Units.
(c) Change in Control.
There exists no arrangement known to the
Partnership which may at a subsequent date result in a change in
control of the Partnership.
Item 13. Certain Relationships and Related Transactions.
See Note 6 of Notes to Financial Statements for
information about transactions between the Partnership and the General
Partner and its affiliates. See Item 11 above for information
concerning the fees, commissions, reimbursements and cash distributions
which the Partnership paid to or accrued for the account of the General
Partner and its affiliates for the years ended December 31, 1997, 1996
and 1995.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) The following documents are filed as part of
this report:
1. Financial Statements - The Financial Statements
listed on the accompanying Index to Financial
Statements and Schedule are filed as a part of
this Annual Report.
2. Financial Statement Schedules - The Financial
Statement Schedules listed on the
accompanying Index to Financial Statements and
Schedules are filed as a part of this Annual
Report.
3. Exhibits
3(a) Certificate of Limited Partnership of
Historic Preservation Properties 1990
L.P. Tax Credit Fund dated as of
September 29, 1989, (filed as exhibit
3A to the Partnership's Registration
Statement on Form S-11, File No. 33-
31778, and incorporated herein by this
reference).
3(b) Certificate of Amendment of Historic
Preservation Properties 1990 L.P. Tax
Credit Fund dated as of October 23,
1989, (filed as exhibit 3C to the
Partnership's Registration Statement on
Form S-11, File No. 33-31778, and
incorporated herein by this reference).
3(c) Amended and Restated Agreement of
Limited Partnership of Historic
Preservation Properties 1990 L.P. Tax
Credit Fund dated as of March 30, 1990,
as currently in effect, other than
amendments thereto which provide solely
for the admission or withdrawal of
investors as limited partners of the
Partnership (attached as Exhibit A to
Prospectus of the Partnership included
as part of its Registration Statement
on Form S-11, File No. 33-31778, and
incorporated herein by reference).
4. See Exhibits 3(a), 3(b) and 3(c).
10(a) Escrow Deposit Agreement between Historic
Preservation Properties 1990 L.P. Tax Credit
Fund and Wainwright Bank and Trust Company,
(filed as exhibit 10A to the Partnership's
Registration Statement of Form S-11, File No.
33-31778, and incorporated herein by this
reference).
10(b) Documents relating to the acquisition of
partnership interests in Henderson's Wharf
Baltimore, L.P. and Henderson's Wharf Marina,
L.P. and material contracts of these
partnerships:
I. Certificate of Limited Partnership of
Henderson's Wharf Baltimore, L.P. dated
as of July 12, 1990 and filed in the
Office of the Secretary of State of
Delaware on July 20, 1990. (1)
II. Certificate of Limited Partnership of
Henderson's Wharf Marina, L.P. dated as
of July 12, 1990 and filed in the
Office of the Secretary of State of
Delaware on July 20, 1990. (1)
III. Agreement of Limited Partnership of
Henderson's Wharf Baltimore, L.P. dated
as of July 18, 1990. (1)
IV. Agreement of Limited Partnership of
Henderson's Wharf Marina, L.P. dated as
of July 18, 1990. (1)
V. Certificate of Amendment of Certificate
of Limited Partnership of Henderson's
Wharf Baltimore, L.P. dated as of
February 14, 1991 and filed in the
Office of the Secretary of State of
Delaware on March 5, 1991. (2)
VI. Certificate of Amendment of Certificate
of Limited Partnership of Henderson's
Wharf Marina, L.P. dated as of February
14, 1991 and filed in the Office of the
Secretary of State of Delaware on March
5, 1991. (2)
VII. Amended and Restated Agreement of
Limited Partnership of Henderson's
Wharf Baltimore, L.P. dated as of July
31, 1990. (1)
VIII. Second Amended and Restated Agreement
of Limited Partnership of Henderson's
Wharf Baltimore, L.P. dated February 1,
1991. (2)
IX. Amended and Restated Agreement of
Limited Partnership of Henderson's
Wharf Marina, L.P. dated as of July 31,
1990. (1)
X. Second Amended and Restated Agreement
of Limited Partnership of Henderson's
Wharf Marina, L.P. dated February 1,
1991. (2)
(1) Previously filed as part of exhibit 10B to the
Partnership's Registration Statement on Form S-11, File No. 33-31778,
and incorporated herein by this reference.
(2) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1990 and incorporated herein by this reference.
XI. Agreement for Sale of Henderson's
Wharf, the Fastlands and Marina among
HWFP, Inc., Kenneth M. Stein, J.E.
Robert, the United Brotherhood of
Carpenters and Joiners of America and
Historic Preservation Properties 1990
L.P. Tax Credit Fund dated June 19,
1990. (1)
XII. Assignment and Assumption Agreement
Regarding Contract Rights between
Historic Preservation Properties 1990
L.P. Tax Credit Fund and Henderson's
Wharf Baltimore, L.P. dated July 31,
1990. (1)
XIII. Assignment and Assumption Agreement
Regarding Contract Rights between
Historic Preservation Properties 1990
L.P. Tax Credit Fund and Henderson's
Wharf Marina, L.P. dated July 31, 1990.
(1)
XIV. Deed dated July 31, 1990 from Joseph E.
Robert, Jr., Kenneth M. Stein and HWFP,
Inc. to Henderson's Wharf Baltimore,
L.P. (1)
XV. Deed dated July 31, 1990 from Joseph E.
Robert, Jr., Kenneth M. Stein and HWFP,
Inc. to Henderson's Wharf Marina, L.P.
(1)
XVI. Assignment and Blanket Transfer from
HWFP, Inc. and the United Brotherhood
of Carpenters and Joiners of America to
Henderson's Wharf Baltimore, L.P. dated
July 31, 1990. (1)
XVII. Assignment and Blanket Transfer from
HWFP, Inc. and the United Brotherhood of
Carpenters and Joiners of America to Henderson's
Wharf Marina, L.P. dated July 31,1990. (1)
XVIII. Purchase Money Promissory Note of
Henderson's Wharf Baltimore, L.P. to
HWFP, Inc. dated July 31, 1990 in the
principal amount of $6,350,000. (1)
XIX. Purchase Money Promissory Note of
Henderson's Wharf Marina, L.P. to HWFP,
Inc. dated July 31, 1990 in the
principal amount of $1,187,500. (1)
XX. Contingent Purchase Price Promissory
Note of Henderson's Wharf Baltimore,
L.P. to HWFP, Inc. dated July 31, 1990
in the principal amount of $1,150,000.
(1)
XXI. Purchase Money Deed of Trust between
Henderson's Wharf Baltimore, L.P. and
Kenneth M. Stein and Joseph E. Robert,
Jr., Trustees, dated July 31, 1990. (1)
(1) Previously filed as part of exhibit 10B to the
Partnership's Registration Statement on Form S-11, File No. 33-31778,
and incorporated herein by this reference.
XXII. Purchase Money Deed of Trust between
Henderson's Wharf Marina, L.P. and
Kenneth M. Stein and Joseph E. Robert,
Jr., Trustees, dated July 31, 1990. (1)
XXIII. First Amendment to Amended and Restated
Henderson's Wharf Disposition Agreement
among Henderson's Wharf Baltimore,
L.P., Henderson's Wharf Marina, L.P.
and the Mayor and City Council of
Baltimore, Maryland dated July 31, 1990. (1)
XXIV. Second Amendment to Pedestrian
Promenade Easement Agreement among
Henderson's Wharf Baltimore, L.P.
Henderson's Wharf Marina, L.P. and the
Mayor and City Council of Baltimore,
Maryland dated July 31, 1990. (1)
XXV. Property Management and Brokerage
Agreement between Henderson's Wharf
Baltimore, L.P. and Richland Management, Inc.
dated as of July 31, 1990. (1)
XXVI. Development Agreement between
Henderson's Wharf Baltimore, L.P. and
Richland #1, L.P. dated as of July 31, 1990. (1)
XXVII. Inn Lease between Henderson's Wharf
Baltimore, L.P. and Hillcrest Management, Inc.
dated as of July 31, 1990. (1)
XXVIII. Property Management and Brokerage
Agreement between Henderson's Wharf Baltimore,
L.P. and Hillcrest Management, Inc. dated
as of February 1, 1991. (2)
XXIX. Consulting Agreement between
Henderson's Wharf Baltimore, L.P. and
Hillcrest Management, Inc. dated as of
February 1, 1991. (2)
XXX. Settlement Agreement between Historic
Preservation Properties 1990 L.P. Tax
Credit Fund, Henderson's Wharf
Baltimore, L.P. Henderson's Wharf
Marina, L.P. and Richard F. Holland,
Richland #1 L.P., Richland Management,
Inc., Richland Partners, Inc., Richland
Construction, Inc., Richland Historic
Properties, Inc. and Richland #2 L.P.
dated February 1, 1991. (2)
(1) Previously filed as part of exhibit 10B to the
Partnership's Registration Statement on Form S-11, File No. 33-31778,
and incorporated herein by this reference.
(2) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1990 and incorporated herein by this reference.
XXXI. Amendment No. 1 to the Second Amended
and Restated Agreement of Limited
Partnership between Henderson's Wharf
Development Corporation, Historic
Preservation Properties 1990 L.P. Tax
Credit Fund and Hillcrest Management,
Inc. dated August 1, 1991. (3)
XXXII. Settlement Agreement between Historic
Preservation Properties 1990 L.P. Tax
Credit Fund, Boston Historic Partners
II Limited Partnership, BHP II Advisors
Limited Partnership, Terrence P. Sullivan,
Portfolio Advisory Services II, Inc.,
Boston Capital Planning Group, Inc.,
Boston Bay Capital, Inc. and Daniels Printing
Company dated July 6, 1992. (4)
XXXIII. Second Amendment to Note 1, the
Purchase Money Promissory Note, between
Henderson's Wharf Baltimore, L.P. and
HWFP, Inc. dated December 7, 1992. (4)
XXXIV. Release of Deed of Trust securing
$1,187,500 Purchase money Promissory
Note between HWFP, Inc. Joseph E.
Robert, Jr., S. Herbert Tinley, III and
Henderson's Wharf Marina L.P. dated
December 31, 1992. (4)
XXXV. Third Amended and Restated Agreement of
Limited Partnership of Henderson's
Wharf Marina, L.P. dated December 31, 1992. (4)
XXXVI. Agreement regarding refund of real
estate taxes pertaining to Henderson's
Wharf Baltimore L.P. and HWFP, Inc.
dated December 31, 1992. (4)
XXXVII. Property Management Agreement between
Henderson's Wharf Marina, L.P. and
Hillcrest Management, Inc. dated
January 1, 1992. (4)
(3) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1991 and incorporated herein by this reference.
(4) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1992 and incorporated herein by this reference.
XXXVIII. Property Management Agreement between
Henderson's Wharf Marina L.P.,
Henderson's Wharf Baltimore, L.P. and
the Residences and Inn at Henderson's
Wharf, collectively referred to as
"Henderson's Wharf" and McKenna
Management Associates, Inc., dated
August 23, 1993. (5)
XXXIX. Third Amendment to Note 1, the Purchase
Money Promissory Note, Between
Henderson's Wharf Baltimore, L.P. and
HWFP, Inc. dated December 31, 1993. (5)
XL. Fourth Amendment to Note 1, the
Purchase Money Promissory Note, between
Henderson's Baltimore, L.P. and HWFP,
Inc. dated February 22, 1994. (5)
XLI. Promissory Note between Historic
Preservation Properties 1990 L.P. Tax
Credit Fund and Lew Cohen dated July 1, 1993. (6)
XLII. Settlement documents which include the
Settlement Agreement and Mutual
Release, Agreement of Purchase and
Sale, Deed, Escrow Agreement, Special
Power of Attorney, Option Agreement,
Maryland Residential Property
Disclaimer Statement with Joseph and
Eileen Mason for Unit # 433, dated June 1, 1994. (6)
XLIII. Settlement documents which include the
Settlement Agreement and Mutual
Release, Agreement of Purchase and
Sale, Deed, Escrow Agreement, Special
Power of Attorney, Option Agreement,
Maryland Residential Property
Disclaimer Statement and Lease with
Colvin Ryan for Unit # 510, dated June 1, 1994. (6)
XLIV. Settlement documents which include the
Agreement of Purchase and Sale, Deed,
Escrow Agreement, Special Power of
Attorney and Option Agreement with Anne
B. Cook for Unit # 409, dated October 24, 1994. (6)
XLV. Promissory Note between Historic
Preservation Properties 1990 L.P. Tax
Credit Fund and Hillcrest Asset
Management, Inc. dated December 30,1994. (6)
XLVI. Pledge Agreement between Historic
Preservation Properties, Henderson's
Wharf Baltimore, L.P., Henderson's
Wharf Marina, L.P. and Hillcrest Asset
Management, Inc., dated December 30, 1994. (6)
(5) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1993 and incorporated herein by this reference.
(6) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1994 and incorporated herein by this reference.
XLVII. Property Management Agreement between
Henderson's Wharf Marina L.P.,
Henderson's Wharf Baltimore, L.P. and
the Residences and Inn at Henderson's
Wharf, collectively referred to as
"Henderson's Wharf" and Claremont
Management Corporation, dated November 1, 1995. (7)
XLVIII. Asset Management Agreement between
Historic Preservation Properties 1990
L.P. Tax Credit Fund and Claremont
Management Corporation dated October 1, 1995. (7)
XLIX. Deed of Trust Note between Historic
Preservation Properties 1990 L.P. Tax
Credit Fund and Aid Association for
Lutherans, dated February 27, 1996.(8)
L. Guaranty among Historic Preservation
Properties 1990 L.P. Tax Credit Fund,
Henderson's Wharf Baltimore L.P. and
Aid Association for Lutherans, dated
February 27, 1996. (8)
LI. Indemnity Deed of Trust and Security
Agreement between Henderson's Wharf
Baltimore L.P. and Aid Association for
Lutherans, dated February 27, 1996. (8)
LII. Assignment of Rents and Leases between
Henderson's Wharf Baltimore L.P. and
Aid Association for Lutherans, dated
February 27, 1996. (8)
LIII. Escrow Agreement among Henderson's
Wharf Baltimore L.P., Calvin Gregg Ryan
and Douglas G. Worrall, dated February 27, 1996. (8)
LIV. Attorney's letter concerning purchase
of condominium and parking units sold
by Joseph and Eileen Mason to
Henderson's Wharf Baltimore L.P., dated
February 27, 1996. (8)
LV. Attorney's letter concerning purchase of condo
condominium and parking units sold by
Anne B. Cook to Henderson's Wharf
Baltimore L.P., dated February 27, 1996. (8)
(7) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1995 and incorporated herein by this reference.
(8) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1996 and incorporated herein by this reference.
LVI. Partnership Interest Redemption Agreement among
Henderson's Wharf Marina L.P., HWFP,
Inc., Henderson's Wharf Development
Corporation, and Historic Preservation
Properties 1990 L.P. Tax Credit Fund,
dated February 27, 1996. (8)
LVII. Promissory Note between Henderson's
Wharf Marina L.P. and HWFP, Inc., dated
February 27, 1996. (8)
LIX. Assignment of Leases and Rents between
Henderson's Wharf Marina L.P. and HWFP,
Inc., dated February 27, 1996. (8)
LX. Settlement letter on prepayment of Promissory
Note between Henderson's Wharf Marina
L.P. and HWFP, Inc., dated September 30, 1997.
10 (c) Asset Management Agreement between
Historic Preservation Properties 1990
L.P. Tax Credit Fund and Hillcrest
Asset Management, Inc. dated January 1, 1992. (4)
22 List of Ventures. (2)
28 (ii) (a) Supplement No. 1 to the Partnership's
Prospectus dated August 1, 1990. (9)
(b) Supplement No. 2 to the Partnership's
Prospectus dated December 3, 1990. (9)
(c) Pages 14-16, 28-36 and 36-39 of the
Partnership's Prospectus dated March
30, 1990 and filed with the Commission
pursuant to Rule 424(b) on April 6, 1990. (9)
(2) Previously filed as part of exhibit 22 to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1990 and incorporated herein by this reference.
(4) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1992 and incorporated herein by this reference.
(8) Previously filed as part of exhibit 10(b) to the
Partnership's Annual Report on Form 10-K for year ended December 31,
1996 and incorporated herein by this reference.
(9) Previously filed as part of exhibit 28(ii) (a) to the
Partnership's Annual Partnership Report on Form 10-K for the year ended
December 31, 1990 and incorporated herein by this reference.
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 by the undersigned,
thereunto duly authorized.
HISTORIC PRESERVATION PROPERTIES 1990 L.P.
TAX CREDIT FUND
By: BOSTON HISTORIC PARTNERS II LIMITED
PARTNERSHIP, GENERAL PARTNER
By: BHP II ADVISORS LIMITED PARTNERSHIP
By: PORTFOLIO ADVISORY SERVICES II, INC.
Date: March 16, 1998 By: /s/ Terrence P. Sullivan
Terrence P. Sullivan,
President
and
Date: March 16, 1998 By: /s/ Terrence P. Sullivan
Terrence P. Sullivan,
General Partner
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
Signature Title
/s/ Terrence P. Sullivan Individual General Partner of
Terrence P. Sullivan BHP II Advisors Limited
Partnership and as President
and Principal
Date: March 16, 1998 Executive Officer of Portfolio
Advisory Services II, Inc.,
General Partner of BHP II
Advisors Limited Partnership
Principal Financial and
/s/ Terrence P. Sullivan Principal Accounting Officer
Terrence P. Sullivan of Portfolio Advisory Services II, Inc.,
General Partner of BHP II
Date: March 16, 1998 Advisors Limited
Partnership
Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act.
An annual report will be furnished
to Unit holders subsequent to filing of this Form 10-K.
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1997, 1996 AND 1995
TOGETHER WITH INDEPENDENT AUDITORS' REPORTS
ANNUAL REPORT ON FORM 10-K
ITEMS 14 (A) (1) AND (2)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Independent Auditors' Report F-3
Consolidated Balance Sheets as of December 31,
1997 and 1996 F-4
Consolidated Statements of Operations for the
Years Ended December 31, 1997, 1996 and 1995 F-5
Consolidated Statements of Partners' Equity (Deficit)
for the Years Ended December 31, 1997, 1996 and 1995 F-6
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1997, 1996 and 1995 F-7
Notes to Consolidated Financial Statements F-8
Independent Auditors' Report on Accompanying
Information F-14
Consolidated Financial Statement Schedule:
Schedule III - Real Estate and Accumulated
Depreciation F-15
F-2
Independent Auditors' Report
The Partners
Historic Preservation Properties 1990
L.P. Tax Credit Fund
Quincy, Massachusetts
We have audited the accompanying consolidated balance sheets
of Historic Preservation Properties 1990 L.P. Tax Credit Fund, a
Delaware limited partnership (the "Partnership"), as of December
31, 1997 and 1996, and the related consolidated statements of
operations, partners' equity (deficit) and cash flows for each of
the years in the three-year period ended December 31, 1997. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on
these 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 audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Historic Preservation Properties 1990 L.P.
Tax Credit Fund as of December 31, 1997 and 1996, and the
results of its operations and cash flows for each of the years
in the three-year period ended December 31, 1997, in conformity
with generally accepted accounting principles.
Lefkowitz, Garfinkel, Champi & DeRienzo P.C.
Providence, Rhode Island
February 27, 1998
F-3
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
ASSETS
1997 1996
INVESTMENT IN REAL ESTATE
Building and building improvements $ 15,178,365 $ 15,178,365
Land 97,034 97,034
Furniture and equipment 970,736 961,236
Marina - land and improvements 1,376,259 1,335,858
Deferred evaluation and acquisition
costs 1,102,600 1,102,600
18,724,994 18,675,093
Less accumulated depreciation
and amortization 3,830,865 3,267,294
14,894,129 15,407,799
Reserve for realization of Marina
land and improvements (845,672) (845,672)
14,048,457 14,562,127
CASH AND CASH EQUIVALENTS, including
security deposit cash
(1997, $86,641; 1996, $94,364) 757,452 478,898
ESCROW DEPOSITS 152,212 100,204
DEFERRED COSTS, net of accumulated
amortization (1997, $33,492;
1996, $16,192) 149,193 178,096
OTHER ASSETS 116,807 72,879
$ 15,224,121 $ 15,392,204
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Notes payable $ 5,767,197 $ 6,123,084
Accrued expenses and other
liabilities 286,315 303,840
Security deposits 82,271 88,767
Total liabilities 6,135,783 6,515,691
COMMITMENTS (Note 5)
PARTNERS' EQUITY
Limited Partners' equity-
Units of Investor
Limited Partnership Interest,
$1,000 stated value per Unit-
16,361 issued and outstanding
units 9,139,816 8,930,109
General Partner's deficit (51,478) (53,596)
Total partners' equity 9,088,338 8,876,513
$ 15,224,121 $ 15,392,204
The accompanying notes are an integral part of these financial statements.
F-4
HISTORIC PRESERVATION PROPERTIES 1990 L. P. TAX CREDIT FUND
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
REVENUE:
Rental and related income $ 3,189,786 $ 2,840,240 $ 2,706,446
Interest and other income 71,475 69,504 62,901
3,261,261 2,909,744 2,769,347
EXPENSES:
Operating and administrative 245,895 244,415 220,963
Property operating expenses:
Payroll services 510,085 505,988 572,506
Condominium assessments 382,632 366,156 357,060
Real estate taxes 258,426 264,104 249,994
Management fees 142,088 124,438 94,841
Other operating expenses 457,067 533,582 541,785
Depreciation and amortization 582,710 591,751 568,217
2,578,903 2,630,434 2,605,366
INCOME FROM OPERATIONS 682,358 279,310 163,981
INTEREST EXPENSE 470,533 541,643 559,394
MINORITY INTEREST IN LOSS
ON MARINA VENTURE - 3,344 36,392
NET INCOME (LOSS) $ 211,825 $(258,989) $ (359,021)
NET INCOME (LOSS) ALLOCATED TO
GENERAL PARTNER $ 2,118 $ (2,590) $ (3,590)
NET INCOME (LOSS) ALLOCATED TO
LIMITED PARTNERS $ 209,707 $(256,399) $ (355,431)
NET INCOME (LOSS) PER UNIT OF
LIMITED PARTNERSHIP INTEREST,
BASED ON 16,361 UNITS
OUTSTANDING $ 12.82 $ (15.67) $ (21.72)
The accompanying notes are an integral part of these financial statements.
F-5
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Units of
Investor Investor
Limited Limited General
Partnership Partners' Partner's
Interest Equity Deficit Total
BALANCE,
December 31, 1994 16,361 $ 9,541,939 $ (47,416) $ 9,494,523
Net loss - (355,431) (3,590) (359,021)
BALANCE,
December 31, 1995 16,361 9,186,508 (51,006) 9,135,502
Net loss - (256,399) (2,590) (258,989)
BALANCE,
December 31, 1996 16,361 8,930,109 (53,596) 8,876,513
Net income - 209,707 2,118 211,825
BALANCE,
December 31, 1997 16,361 $ 9,139,816 $ (51,478) $ 9,088,338
The accompanying notes are an integral part of these financial statements.
F-6
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 211,825 $ (258,989) $ (359,021)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation and amortization 582,710 591,751 568,217
Gain on sale of asset - (7,000) -
Minority interest in loss on
Marina Venture - (3,344) (36,392)
Decrease in accrued expenses
and other liabilities (30,695) (96,173) (7,523)
Increase in escrow deposits (52,008) (45,934) (9,971)
Decrease (increase) in other
assets (34,164) 134,224 (157,745)
Net cash provided by (used in)
operating activities 677,668 314,535 (2,435)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to building and
improvements - (442,264) -
Purchase of furniture & equipment (9,500) (16,658) (3,827)
Additions to Marina (33,727) (23,049) -
Proceeds from sale of asset - 7,000 -
Net cash used in investing activities (43,227) (474,971) (3,827)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from refinancing of mortgage
note payable - 6,000,000 -
Payment of mortgage note payable - (5,590,418) -
Principal payments of mortgage
notes payable (355,887) (101,916) -
Payment of deferred costs - (143,167) (24,404)
Net cash provided by (used in)
financing activities (355,887) 164,499 (24,404)
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 278,554 4,063 (30,666)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 478,898 474,835 505,501
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 757,452 $ 478,898 $ 474,835
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 471,665 $ 522,522 $ 559,044
NON-CASH FINANCING ACTIVITY:
On February 27, 1996, the Partnership redeemed the minority interest in
the Marina Venture by issuing a $225,000 note payable. The transaction
resulted in a $39,981 reduction of basis in the marina property.
The accompanying notes are an integral part of these financial statements.
F-7
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(1) Organization and General Partner - BHPII
Historic Preservation Properties 1990 L.P. Tax Credit Fund
(HPP'90) was formed on October 4, 1989 under the Delaware
Revised Uniform Limited Partnership Act. The purpose of
HPP'90 is to invest in a portfolio of real properties which
are intended to qualify for rehabilitation tax credits
(Rehabilitation Tax Credits) afforded by Section 47 of the
Internal Revenue Code of 1986, as amended, to rehabilitate
such properties (or acquire such properties in the process
of rehabilitation and complete such rehabilitation) in a
manner intended to render a portion of the costs thereof
eligible for Rehabilitation Tax Credits, and to operate such
properties.
Boston Historic Partners II Limited Partnership (BHP II), a Delaware
limited partnership, is the general partner of
HPP'90. BHP II was formed in June 1989 for the
purpose of organizing, syndicating, and
managing publicly offered real estate limited
partnerships (Public Rehabilitation
Partnerships). Officers of Boston Capital
Planning Group, Inc. (BCPG), an affiliate of
BHP II, were the initial limited partners of
HPP'90. The initial limited partners withdrew
as limited partners upon the first admission of
Investor Limited Partners (Limited Partners).
Prior to admission of the Limited Partners, all
costs incurred by HPP'90 were paid by BHP II.
On June 29, 1990, the first Limited Partners
were admitted to HPP'90 and operations
commenced.
The Amended and Restated Agreement of Limited Partnership (Partnership
Agreement) of HPP'90 generally provides that
all net profits, net losses, tax credits and
cash distributions of HPP'90 from normal
operations subsequent to admissions of Limited
Partners shall be allocated 99% to the Limited
Partners and 1% to BHP II. Proceeds from sales
or refinancing generally will be distributed
100% to the Limited Partners until they have
received an amount equal to their Adjusted
Capital Contributions (as defined in the
Partnership Agreement) plus priority returns
and additional incentive priority returns for
certain Limited Partners admitted to HPP'90 on
or prior to certain specified dates.
(2) Summary of Significant Accounting Policies
Principles of Consolidation
At December 31, 1997, HPP'90 held a 99% general partner
interest and Henderson's Wharf Development Corp. (HWDC), a
wholly owned subsidiary of HPP'90, held a total general and
limited partner interest of 1% in Henderson's Wharf
Baltimore Limited Partnership (HWB). At December 31, 1997,
HPP'90 held a 98% limited partner interest and HWDC held a
2% general partner interest in Henderson's Wharf Marina
Limited Partnership (HWM). All operating and financial
policy decisions of HWB and HWM are controlled by HPP'90 and
HWDC.
The consolidated financial statements include the accounts
of HPP'90, Henderson's Wharf Baltimore, L.P. and Henderson's
Wharf Marina, L.P. after elimination of all intercompany
transactions and accounts.
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 reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could
differ from those estimates.
Real Estate and Depreciation
Real estate is held for lease and stated at the lower of
cost or net realizable value. Depreciation is provided over
the estimated economic useful lives of the assets using the
straight-line method. Depreciation expense for the years
ended December 31, 1997, 1996 and 1995 totaled $536,007,
$547,996 and $538,553, respectively.
Deferred Evaluation and Acquisition Costs
Expenditures related to the purchase of real estate have
been capitalized and are being amortized on a straight-line
basis over the estimated economic useful life of real
property (40 years). Amortization expense relating to
deferred evaluation and acquisition costs totaled $27,564 in
each of the years ended December 31, 1997, 1996 and 1995.
F-8
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(2) Summary of Significant Accounting Policies (Continued)
Cash, Cash Equivalents, and Concentration of Credit Risk
HPP'90 considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents. Cash equivalents at December 31, 1997 and 1996
totaled $741,318, and $456,383, respectively.
At December 31, 1997 and 1996, HPP'90 had $615,312 and
$274,721 of cash and cash equivalents and escrow deposits,
respectively, on deposit in banks in excess of amounts
insured by the Federal Deposit Insurance Corporation.
Deferred Costs
Deferred costs relating to HPP'90's notes payable are being
amortized on a straight-line basis over the terms of the
notes. Amortization expense relating to deferred costs for
the years ended December 31, 1997, 1996 and 1995 totaled
$19,139, $16,191 and $2,100, respectively.
Revenue Recognition
Revenue from residential units, principally under annual
operating leases, is recorded when due. Revenue from rental
of inn units is recognized when earned.
Income Taxes
No provision (benefit) for income taxes is reflected in the
accompanying consolidated financial statements of HPP'90.
All partners are required to report on their tax returns
their allocable share of income, gains, losses, deductions
and credits determined on a tax basis.
Reclassifications
Certain amounts in the 1995 and 1996 financial statements
have been reclassified to conform to the 1997 presentation.
(3) Investment in Real Estate
During 1990, HPP'90 acquired an interest in the following
entities (see below for subsequent changes in ownership):
Henderson's Wharf Baltimore, L.P. (the Building Venture) is
a Delaware limited partnership formed on July 20, 1990 to
acquire a fee interest in a seven-story building on 1.5
acres of land and to rehabilitate the building into
residential apartment units with 149 indoor parking spaces
and a 38 room inn located at 1000 Fell Street, Baltimore,
Maryland.
In addition to the inn, the building contains a total of 137
residential units, 9 of which are owned by unrelated
parties. The building has been substantially renovated and
certain renovation costs qualify for Rehabilitation Tax
Credits. The Building Venture purchased its interest for
$6,812,500, which included seller financing of $6,350,000,
and a contingent purchase price promissory note (see Note
4). Contributions by HPP'90 to the Building Venture totaled
$12,214,500 as of December 31, 1997.
HPP'90 has made all required capital contributions to the
Building Venture in accordance with the Building Venture's
partnership agreement, and is not required to make
additional contributions, although at its sole discretion,
may do so.
The economic occupancy for the year ended December 31, 1997
for the residential units was 97% (unaudited) and the
average occupancy for the inn was 71% (unaudited).
On February 27, 1996, the Building Venture purchased three
condominium units and parking spaces owned by unrelated
parties, in conjunction with the refinancing of its note
payable (see Note 4).
F-9
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(3) Investment in Real Estate (Continued)
HPP'90's operations, principally accounting, investor
services and other general and administrative costs, are
funded from distributions by the Building Venture. For the
years ended December 31, 1997, 1996, and 1995, the Building
Venture distributed to HPP'90, $501,000, $203,000, and
$223,138, respectively.
Rehabilitation Tax Credits generated by the Building Venture
and previously allocated to HPP'90's Limited Partners
totaled $3,174,059 since inception. As of December 31,
1996, 100% of the credits were fully vested.
Henderson's Wharf Marina, L.P. (the Marina Venture) is a
Delaware limited partnership formed on July 20, 1990 to
acquire a fee interest in a 1.92 acre parcel of land
together with a 256-slip marina located in Baltimore,
Maryland. HPP'90 purchased the Marina Venture for
$1,266,363, which included seller financing of $1,187,500.
Contributions to the Marina Venture by HPP'90 totaled
$247,219 as of December 31, 1997.
HPP'90 may make additional capital contributions to the
Marina Venture as provided in the Marina Venture's
partnership agreement, but is not required to do so.
The Marina Venture had operated a minimal number of slips
from 1991 through 1995 due to the significant repairs
necessary to be fully operational. During the years ended
December 31, 1997 and 1996, the Marina Venture added $40,401
and $23,049, respectively, of utility, safety and other
improvements, increasing the number of fully operational
slips to 224. Substantial repairs are still needed to bring
the entire marina to full operation.
On December 31, 1992, the Third Amended and Restated
Agreement of Limited Partnership of Henderson's Wharf Marina
L.P. was executed. HWFP, Inc. (HWFP), a Maryland
corporation and the original holder of the purchase money
note relating to the purchase of the marina property,
received a 50% limited partnership interest in the Marina
Venture and became the holder of a minority interest (see
Note 4).
On February 27, 1996, the Partnership redeemed HWFP's 50%
limited partnership interest in the Marina Venture by
issuing a $225,000 promissory note payable secured by the
marina property. As a result of this redemption, HPP'90's
limited partnership interest in the Marina Venture increased
to 98% and HWDC's general partnership interest in the Marina
Venture increased to 2% as of the date of redemption. On
September 30, 1997, the Building Venture advanced the Marina
Venture $200,000, and the Marina Venture then settled in
full the promissory note payable to HWFP. (see Note 4).
The Building Venture and the Marina Venture are collectively
referred to as "the Ventures".
Generally, allocations of net profits and losses as well as
cash flow of the Building Venture and Marina Venture are
allocated in accordance with the Ventures' respective
amended partnership agreements.
(4) Notes Payable
The Building Venture originally financed $6,350,000 of the purchase
price of the property by issuing a purchase
money note to the seller, HWFP. In conjunction
with issuing a purchase money note to the
seller, the Building Venture entered into a
contingent purchase price promissory note with
the seller for $1,250,000. Payment on the note
was contingent upon the cash flow (as defined)
generated from the future sale of apartment
units in the Building Venture. The note was
unsecured, bore no interest, and had no
maturity date.
On February 27, 1996, HPP'90 issued a $6,000,000 deed of trust note to
a third party lender which provided funds for
the Building Venture to refinance the then
outstanding balance of the seller financed
purchase money note totaling $5,590,418, to pay
$109,582 to the seller in release of the
contingent purchase price promissory note, and
to purchase in part three condominium units and
parking spaces owned by unrelated parties for
an aggregate purchase price of $332,682. The
deed of trust note bears interest at 7.85%,
amortizes over a 20-year schedule and requires
monthly principal and interest payments in the
amount of $49,628, which commenced April 1996
with the remaining unpaid principal and
interest due in March 2016. Under the deed of
trust note, the lender has the option with six
months written notice to call amounts
outstanding under the deed of trust note at the
end of ten years (February 2006) or anytime
thereafter. The deed of trust note is secured
by the Building Venture's property, rents and
assignment of leases and is guaranteed by the
Building Venture.
F-10
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(4) Notes Payable (Continued)
As mentioned in Note 3, on February 27, 1996, HPP'90, HWDC
and HWFP entered into the First Amendment to the Third
Amended and Restated Agreement of Limited Partnership of
Henderson's Wharf Marina, L.P. by which the Partnership
redeemed HWFP's 50% limited partnership interest in the
Marina Venture by issuing a $225,000 promissory note
payable secured by the marina property. The note bore
interest at 7.50%, matured in March 2006, and required
monthly principal and interest payments in the amount of
$2,086 which commenced April 1996. The transaction resulted
in a $39,981 reduction of basis in the marina property
during the year ended December 31, 1996. HPP'90's limited
partnership interest in the Marina Venture increased to 98%
and HWDC's general partnership interest in the Marina
Venture increased to 2% as of the date of the redemption.
On September 30, 1997, the Building Venture advanced the
Marina Venture $200,000, and the Marina Venture settled in
full the remaining outstanding principal balance of $212,532
and all accrued interest due under the promissory note to
HWFP.
As of December 31 1997, aggregate annual maturities under
the deed of trust note for each of the next five years are
as follows:
Year Ending December 31 Amount
1998 $ 148,063
1999 160,113
2000 173,145
2001 187,236
2002 202,475
(5) Transactions With Related Parties, Commitments and Contingencies
The Building Venture entered into a consulting agreement (Consulting
Agreement), which expired on December 31, 1991,
that required the Building Venture to pay
Hillcrest Management Inc., (HMI) a
Massachusetts corporation and former limited
partner of the Venture's with whom the Venture
had several contracts, a $15,000 refinancing
fee upon the closing of any refinancing of the
existing Building Venture's financing. The
Consulting Agreement also required the Building
Venture to pay HMI an incentive fee equal to 1%
of the gross sales proceeds resulting from the
sale of the building property to an
unaffiliated third party buyer. The Building
Venture paid the $15,000 refinancing fee to HMI
in March 1996 as a result of refinancing its
purchase price promissory note as discussed in
Note 4. The incentive fee commitment survives
the December 31,1991 expiration date of the
Consulting Agreement and the termination of all
other agreements with HMI (see below).
HPP'90 entered into an agreement on behalf of the Ventures
to pay contract termination settlement payments (Settlement
Payments) totaling $271,108 to HMI. The Settlement Payments
required an initial payment of $36,000 on January 27, 1995
and require monthly payments of $3,221 through the earlier
of September 2001 or the occurrence of certain events as
defined in the agreement. The Settlement Payments are
secured by 100% of HPP'90's economic interest as a partner
in the Ventures, as defined in the agreements; net sales and
refinancing proceeds; cash flow; return of capital
contributions; all of HPP'90's cash and marketable
securities in excess of $150,000; and all of the Ventures'
cash in excess of the greater of $200,000 or reserves
required by lenders. No distributions to the partners of
HPP'90 are permitted until all Settlement Payments are paid
in full. The Settlement Payments may be prepaid, as defined
in the agreement, without penalty. As of December 31, 1997
and 1996, unpaid Settlement Payments included in accrued
expenses and other liabilities totaled $144,928 and
$183,576, respectively.
F-11
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(5) Transactions With Related Parties, Commitments and
Contingencies (Continued)
The Ventures hired McKenna Management Associates, Inc. (McKenna) as the
independent onsite property management company
through October 31, 1995. On November 1, 1995,
the Building and Marina Venture entered into
property management contracts with Claremont
Management Corporation (CMC), an unaffiliated
Massachusetts corporation, to manage the
apartment, inn and marina operations. The
property management contracts provide for
payment of management fees to CMC equal to 4%
and 4.5% of apartment and inn gross receipts,
as defined, respectively, and 9% of marina
gross receipts, as defined. The agreements
expire on June 30, 1998, and are extended on a
year-to-year basis unless otherwise terminated
as provided for in the agreements. A condition
of the agreements requires the Ventures to
maintain with CMC, for the benefit of the
Ventures, operating cash and contingency
reserves of $190,000 and $70,000, respectively.
As of December 31, 1997, the Ventures'
operating cash and contingency reserves totaled
$318,861. To facilitate the transition of
property management and through an arrangement
with CMC, McKenna continued to provide
management services to the apartment, inn and
marina operations through December 31, 1995.
Management fees paid to McKenna and CMC by the
Ventures totaled $142,088, $124,438 and $94,841
for the years ended December 31, 1997, 1996 and
1995, respectively.
HPP'90 engaged Portfolio Advisory Services, Inc. (PAS), a
Massachusetts corporation, which is related to BHP II
through certain common ownership and management, to provide
accounting, asset management and investor services through
September 30, 1995. PAS received no fee for its services,
however it was reimbursed for all operating costs of
providing these services. Expense reimbursements to PAS for
the period January 1, 1995 through September 30, 1995
totaled $65,903.
On October 1, 1995, HPP'90 engaged CMC to provide
accounting, asset management and investor services. CMC
provides such services for an annual management fee of
$38,400, plus reimbursement of all its costs of providing
these services. The agreement expires on June 30, 1998, and
is automatically extended on a year-to-year basis unless
otherwise terminated as provided for in the agreement.
Expense reimbursements to CMC for the years ended December
31, 1997, 1996 and for the period October 1, 1995 through
December 31, 1995 totaled $127,075, $136,654 and $40,336,
respectively.
According to a provision in one purchase and sale contract
of one of three condominiums purchased on February 27, 1996,
the purchase price for that condominium is the greater of
the seller's outstanding mortgage balance as of the date of
purchase or the fair market value of the property determined
by independent appraisal through a period extending through
June 1, 1999. At the February 27, 1996 closing, the
purchase price paid was the then outstanding balance of the
seller's mortgage. If, through June 1, 1999, the fair
market value is determined to be greater than the amount
paid at the closing, HWB will be required to pay the excess
of the determined fair market value over the purchase price
paid at the closing to the seller. As a part of the
purchase agreement, HWB has established a $25,000 collateral
escrow in the event that an additional payment has to be
made to the seller.
During 1997, the Building Venture and the condominium
association to which it belongs filed suit against one unit
owner for failure to pay condominium assessments and
nuisance. The suit asks for actual damages as well as
compensatory and punitive damages totaling $120,000. The
case is currently not yet in the discovery stage and no
estimate can be made as to the time or the amount, if any,
of ultimate recovery. The unit owner filed a counterclaim
against the Building Venture, the condominium association to
which it belongs, and other third parties for alleged
breach of contract and related counts. The counterclaim
asks for compensatory and punitive damages totaling
$3,901,000. The Building Venture believes that the
counterclaim is completely without merit and intends to
vigorously defend its position The case relating to the
counterclaim also is currently not yet in the discovery
stage and the Building Venture's legal counsel is unable to
determine the likelihood of an unfavorable outcome or the
amount or range of potential loss. It is reasonably
possible that the outcome of this uncertainty might be
determined in the near term.
Within the next several years, significant repairs are needed
to maintain the Marina Venture's land which provides parking to
the marina and inn. In October 1997, the Marina Venture
entered into a letter of intent with a third party real estate
developer to form an entity whose purpose would include
repairing the land and the developing of the marina. The
letter of intent expired on January 10, 1998. The Marina
Venture estimates the cost of repairs to maintain the land to
be approximately $1,500,000. The Partnership anticipates that
capital resources to fund the repairs could be obtained from
additional financing sources and/or additional capital
investment. Also, the Partnership is investigating other
potential sources of available parking for the marina and inn.
It is reasonably possible that the outcome of this uncertainty
might be determined in the near term.
F-12
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(6) Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, escrow
deposits, accrued expenses and other liabilities, and
security deposits at December 31, 1997 and 1996 approximate
their fair values due to their short maturities. The fair
value of the notes payable at December 31, 1997 and 1996
approximate their carrying amounts based on the interest
rates currently available to HPP'90 for similar financing
arrangements. All financial instruments are held for non-
trading purposes.
F-13
Independent Auditors' Report on Accompanying Information
The Partners
Historic Preservation Properties 1990
L.P. Tax Credit Fund
Quincy, Massachusetts
We have audited, in accordance with generally accepted
auditing standards, the consolidated financial statements of
Historic Preservation Properties 1990 L.P. Tax Credit Fund as of
December 31, 1997 and 1996, and for each of the years in the three-
year period ended December 31, 1997 included in this Form 10-K and
have issued our report thereon dated February 27, 1998. Our audits
were made for the purpose of forming an opinion on the 1997 and
1996 basic consolidated financial statements taken as a whole. The
supplemental schedule is the responsibility of the Partnership's
management and is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the
basic consolidated financial statements. The information included
in this schedule has been subjected to the auditing procedures
applied in the audit of the basic consolidated financial
statements, and in our opinion fairly states in all material
respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements as a whole.
Lefkowitz, Garfinkel, Champi & DeRienzo P.C.
Providence, Rhode Island
February 27, 1998
F-14
HISTORIC PRESERVATION PROPERTIES 1990 L.P. TAX CREDIT FUND
SCHEDULE
REAL ESTATE & ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
IN THOUSANDS
Costs Capitalized
Initial Costs Subsequent to Acquisition
Building &
Description and Encum- Improve- Improve- Carrying
Ownership Percentage brances Land ments ments Costs
Residential/Building/
Inn
Henderson's Wharf
Baltimore L.P.
Baltimore, Maryland
99.9% (Note 5) $ 5,767 $ 97 $ 6,715 $ 8,113 $ 350
Marina
Henderson's Wharf
Marina L.P.
Baltimore, Maryland
98%(Notes 6 and 7) $ 0 1,187 0 150 79
$ 5,767 $ 1,284 $ 6,715 $ 8,263 $ 429
Gross Amounts
Date of
Building & Accumulated Construct
Description and Improve- Total Depreciation
Ownership Percentage Land ments/CC (Note 2) (Note 3)
Residential/Building/Inn
Henderson's Wharf
Baltimore L.P.
Baltimore, Maryland
99.9% (Note 5) $ 97 $ 15,178 $ 15,295 $ 2,574
Marina
Henderson's Wharf
Marina L.P.
Baltimore, Maryland
98%(Notes 6 and 7) 301 229 530 187
$ 398 $ 15,407 $ 15,825 $2,761
Date of
Construct Date Depreciable
Decription and Rehabili- Interest Life
Ownership Percentage tation Account (years)
Residential/Builing/
Inn
Henderson's Wharf
Baltimore L.P.
Baltimore, Maryland
99.9% Note (5) 9/90 7/20/90 40
Marina
Henderson's Wharf
Marina L.P.
Baltimore, Maryland
98% (notes 6 and 7) N/A 7/20/90 34
Note 1: The aggregate cost of each property on a tax basis net of the
reduction due to rehabilitation tax credits.
1997 1996 1995
Henderson's Wharf Baltimore $ 14,075 $ 14,075 $ 14,141
Henderson's Wharf Marina 589 549 527
Total $ 14,664 $ 14,621 14,668
Note 2: The changes in total costs of land, building and improvements
at December 31 are as follows:
1997 1996 1995
Balance at the beginning
of period $ 15,785 $ 15,320 $15,320
Additions:
Land, Building &
Improvements 40 465 0
$ 15,825 $ 15,785 $ 15,320
Note 3: The changes in accumulated depreciation for the years ended
December 31 are as follows:
1997 1996 1995
Balance at beginning of
period $ 2,396 $ 1,987 $ 1,448
Depreciation during the
year
Buildings & Improvements 396 409 539
$ 2,761 $ 2,396 $ 1,987
Note 4: This schedule excludes furniture and equipment with a cost
of approximately $971,000 and $961,000 and accumulated
depreciation of approximately $876,000 and $737,000
at December 31, 1997 and 1996 respectively.
Note 5: In 1996, the Partnership refinanced the seller financing on
the Henderson's Wharf Baltimore property with third party
financing of $6,000,000. For additional information, see
the footnotes to financial statements.
Note 6: In 1996, the minority interest holder in the Henderson's
Wharf Marina property redeemed its interest for a $225,000
mortgage on the property. The transaction resulted in a
reduction of basis of approximately $40,000. For additional
information. see the footnotes to the financial statements.
Note 7: The Partnership has provided for a reserve for realization
of Marina Land and Improvements of approximately $846,000 net
of accumulated depreciation, based on fair market determined
by independent appraisal and priority distribution of proceeds
from capital transactions as provided for in The Third Amended
and Restated Agreement of Limited Partnership.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 757,452
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 18,724,994
<DEPRECIATION> 3,830,865
<TOTAL-ASSETS> 15,224,121
<CURRENT-LIABILITIES> 0
<BONDS> 5,767,197
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 15,224,121
<SALES> 0
<TOTAL-REVENUES> 3,261,261
<CGS> 0
<TOTAL-COSTS> 2,578,903
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 470,533
<INCOME-PRETAX> 211,825
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 211,825
<EPS-PRIMARY> 12.82
<EPS-DILUTED> 12.82
</TABLE>
J.E. ROBERT COMPANIES
1650 Tysons Boulevard, Suite 1600
McLean, Virginia 22102
September 29, 1997
BY FACSIMILE
Henderson's Wharf Marina, L.P.
c/o Claremont Management Corporation
Batterymarch Park II
Quincy, Massachusetts 02160
Attn: Terrence P. Sullivan
Re: $225,000.00 loan (the "Loan") from HWFP, Inc. a Maryland
corporation ("HWFP") to Henderson's Wharf Marina, L.P., a
Delaware limited partnership (the "Partnership")
Dear Mr. Sullivan:
This letter shall confirm our agreement that HWFP shall accept from the
Partnership a discounted payoff of the Loan, subject to the terms and conditions
set forth In this letter.
1. Loan. The Loan is evidenced by a Promissory Note dated February
27,1996 (the "Note"), in the principal amount of Two Hundred Twenty-five
Thousand Dollars ($225,000.00). The Note is secured by, among other things,
a certain Deed of Trust dated February 27, 1996 (the "Deed of Trust"),
encumbering premises known as Henderson's Wharf Marina, located in Baltimore,
Maryland (the "Property").
2. Current Outstanding Principal Balance. As of the date hereof, the
outstanding principal balance of the Note is Two Hundred Twelve Thousand Five
Hundred Thirty-one and 62/100 Dollars ($212,531.62).
3. Discounted Payoff. Provided that the Partnership is not in default
under the Note, Deed of Trust or any other document or instrument evidencing or
securing the Loan (collectively, the "Loan Documents"), the Partnership shall
have the option, on or before 5:00 p.m. on Tuesday, September 30, 1997 (the "
Payoff Date"), te deliver to HWFP, at the address set forth below, by
certified check or wired funds, an amount equal to Two Hundred Thousand
Dollars ($200,000.00) (the "Discounted Payoff Amount"),
plus accrued interest in the amount of Seven Hundred Eight and 48/100 Dollars
($708.48) (the "Accrued Interest"), which Discounted Payoff Amount and Accrued
Interest HWFP agrees to accept on or before the Payoff Date as full satisfaction
of the
Henderson's Wharf Marina, L.P.
September 29, 1997
Page 2
Loan. Upon receipt of the Discounted Payoff Amount and Accrued Interest, HWFP
shall deliver to the Partnership (a) the original Note marked "Paid" (or an
original executed lost note affidavit if the original Note is unavailable) and
(b) a satisfaction of the Deed of Trust in
a form suitable for recording.
4. Legal Fees and Expenses. The Partnership shall pay all attorneys' fees
and expneses of HWFP's counsel, Dicstein Shapiro Morin & Oshinsky LLP, incurred
in connection with the Discounted Payoff and this letter agreement, and all
title and recording charges.
5. Release. In consideration of HWFP agreeing to accept the discounted
payoff of the Loan, the Partnership, on its own behalf and on behalf of its
successors and assigns, does hereby release, acquit, exonerate and forever
discharge HWFP and its officers,directors, agents, contractors, employees,
affiliates and each of their respective officers, directors, successors and
assigns (collectively, the "Released Parties"), from all claims, demands,
losses, costs, obligations, liabilities and expenses of every kind and nature
whatsoever, whether now existing or hereafter arising, known or unknown,
fixed or contingent, which the Partnership may at any time have against the
Released Parties by reason of, resulting from or relating in any way, directly
or indirectly, to the Loan or the Property. The foregoing release is an
express condition of HWFP's obligation to accept the discounted payoff of
the Loan and shall become effective at such time as HWFP accepts the
Discounted Payoff Amount and Accrued Interest.
6. Miscellaneous.
(a) Time is of the essence with respect to this letter agreement.
(b) All payments hereunder shall be payable at HWFP, Inc., c/o J.E. Robert
Companies, 1650 Tysons Boulevard, Suite 1600, McLean, Virginia 22102, Attention:
Stephen E. Cox, or, at HWFP's option, in accordance with HWFP's wire
instructions.
(c) In the event the Partnership fails to pay the Discounted Payoff Amount
and Accrued Interest, and comply with all of the other terms and conditions
of this letter agreement, on or before the Payoff Date, this letter
agreement shall be null and void and of no further force or effect.
(d) This letter agreement contains the entire understanding of the parties
hereto with respect to the subject matter hereof.
(e) This letter agreement shall be governed by and construed in accordance
with the laws of the State of Maryland and shall be binding on the parties
hereto and their respective successors and assigns.
Henderson's Wharf Marina, L.P.
September 29, 1997
Page 3
If the foregoing terms and conditions are satisfactory, please sign and date
this letter where indicated below and return to the undersigned one (1)
original executed copy on or before 5:00 p.m. on Tuesday, September 30, 1997.
Very truly yours,
HWFP, INC.
By: ____________________________
Stephen E. Cox
ACCEPTED AND AGREED TO THIS
30TH DAY OF SEPTEMBER, 1997:
HENDERSON'S WHARF MARINA, L.P.,
a Delaware limited partnership
By: Henderson's Wharf Development Corporation.
a Delaware corporation, its sole general partner
By: ________________________________
Terrence P. Sullivan
