UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
--------------------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
---------------- -------------------
Commission file 33-33093
------------------------------------------------------
DIVERSIFIED HISTORIC INVESTORS 1990
- ----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2604695
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 500, 1521 LOCUST STREET, PHILADELPHIA, PA 19102
- ----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 735-5001
-------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: 5,032 Units
UNITS OF LIMITED PARTNERSHIP INTEREST
- -----------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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. [ ]
Aggregate market value of Units held by non-affiliates of the
Registrant: Not Applicable*
* Securities not quoted in any trading market to Registrant's
knowledge.
<PAGE>
PART I
Item 1. Business
a. General Development of Business
Diversified Historic Investors 1990 ("Registrant")
is a limited partnership formed in 1989 under the Pennsylvania Uniform
Limited Partnership Act. As of December 31, 1996, Registrant had
outstanding 5,032 units of limited partnership interest (the "Units").
Registrant is presently in its operating stage.
It currently owns three properties or interests therein. See Item 2.
Properties, for a description thereof. For a discussion of the
operations of the Registrant, See Part II, Item 7. Management's
Discussion
and Analysis of Financial Conditions and Results of Operations.
b. Financial Information about Industry Segments
The Registrant operates in one industry segment.
c. Narrative Description of Business
Registrant is in the business of operating,
holding, selling, exchanging and otherwise dealing in and with real
properties containing improvements which are Certified Historic
Structures, as such term is defined in the Internal Revenue Code (the
Code), for use as apartments, offices, hotels and commercial spaces,
or any combination thereof, or low income housing eligible for the tax
credit provided by Section 42 of the Code, and such other uses as the
Registrant's general partner may deem appropriate.
Since the Registrant's inception, all the
properties acquired either by the Registrant, or the subsidiary
partnerships in which it has an interest, have been rehabilitated and
certified as Historic Structures and have received the related
Investment Tax Credit. In addition, one property (Jefferson Seymour)
is a low-income housing structure which qualifies for, has received,
and will continue to receive the Low Income Tax Credits. All three
properties are held for rental operations. At this time it is
anticipated that all the properties will continue to be held for this
purpose. At such time as the market for real estate of the type held
by the Registrant improves and real property values begin to increase,
the Registrant will re-evaluate its investment strategy regarding the
properties.
As of December 31, 1996, Registrant owned
interests in three properties, located in Connecticut (one), Virginia
(one), and Louisiana (one). In total, the properties contain 127
apartment units and 15,116 square feet ("sf") of commercial/retail
space. As of December 31, 1996, 122 apartment units are under lease
at monthly rental rates ranging from $210 to $1,900 and 14,451 sf of
commercial/retail space is under lease at an annual rental rate of
$2.83 per sf for the basement area to $15.73 per sf for the restaurant
area. Rental of the apartments and commercial space is not expected
to be seasonal. For a further discussion of the properties, see Item
2, Properties.
The Registrant is affected by and subject to the
general competitive conditions of the residential and commercial real
estate industry. As a result of the overbuilding that occurred in
the 1980's, the competition for both residential and commercial
tenants in the local markets where the Registrant's properties are
located is generally strong. As a result, the Registrant is forced to
keep its rent levels competitively low in order to maintain moderate
to high occupancy levels. The properties held for rental are located
in Hartford, Connecticut, Richmond, Virginia and the Warehouse
District in New Orleans, Louisiana. In each of these markets, there
are several similar historically certified rehabilitated buildings.
However, there is no organization which holds a dominant position in
the residential housing or commercial leasing market, in any of the
geographic areas in which the Registrant's properties are located.
Management of each of the properties makes
frequent market analyses in order to set rent levels. When occupancy
nears the 97-99% range, management considers raising the rents by more
than a normal cost of living increase. If occupancy falls to below
85%, management considers lowering rents.
Registrant has no employees. Registrant's
activities are overseen by Brandywine Construction & Management, Inc.,
("BCMI"), a real estate management firm.
d. Financial Information About Foreign and Domestic
Operations and Export Sales.
See Item 8. Financial Statements and Supplementary
Data.
Item 2. Properties
As of the date hereof, Registrant owned three
properties, or interests therein. A summary description of each
property held at December 31, 1996 is given below.
a. Jefferson/Seymour - consists of 30 apartment units
and 665 sf of commercial space at 94-96, 98-100 Jefferson Street and
134-138 Seymour Street in Hartford, Connecticut. In October 1990, the
Registrant was admitted as a limited partner with a 99% interest in
Jefferson Seymour Limited Partnership ("JSLP"), a Connecticut limited
partnership, for a cash contribution of $1,417,000. One of the other
general partners also contributed $390,000 of capital. JSLP
subsequently capitalized $261,665 in acquisition costs related to the
investment. JSLP acquired and rehabilitated the buildings for
$3,288,665 ($129.48 per sf), including two mortgage notes payable in
the original aggregate principal amount of $1,220,000. The first note
payable of $300,000 (principal balance of $272,626 at December 31,
1996) bears interest at 1% and is due June 2010. The second note
payable of $920,000 (principal balance of $756,566 at December 31,
1996) is due December 1997. In February 1993, the lender modified
this loan. The modified loan terms provide for interest at 8% until
January 1, 1996 and then floating over the next two years based on the
lender's two year cost of funds plus 2-1/2% (8% at December 31, 1996).
Principal and interest are payable monthly based on a 25-year
amortization schedule until maturity. The property is managed by an
independent property management firm. As of December 31, 1996, 28
residential apartments are under lease (93%) at monthly rents ranging
from $375 to $608 per month. As of December 31, 1996, none of the 665
sf of commercial space is under lease.
All residential leases are renewable, one-year
leases. The occupancy rate has been 92% for 1995, 96% for 1994, 98%
for 1993 and 97% for 1992. The monthly rental range has been
approximately the same since 1992. The occupancy for the commercial
space has been 50% for 1995, 100% for 1994, 100% for 1993 and 100% for
1992. The range for annual rents has been $27.00 per sf for 1995,
$27.00 per sf for 1994, $24.96 to $25.32 per sf for 1993 and $6.48 to
$6.84 per sf for 1992. Half of the commercial space (333 sf) was
occupied by one tenant who operated principally as a beauty salon
until November 1996. The lease officially expired in 1995 and
thereafter the tenant remained on a month to month basis while
negotiations for renewal of the lease were conducted. However, all
attempts to reach an agreement failed and the tenant moved out in
November. Every effort is being made at this time by the property
management firm to rent all of the commercial space. There are no
contingent rentals included in income for the years ended December 31,
1996, 1995 and 1994. For tax purposes, this property has a basis of
$2,447,665 and is depreciated using the straight-line method with a
useful life of 27.5 years. The annual real estate taxes are $27,015
which is based on an assessed value of $802,470 taxed at a rate of
$3.366 per $100. No one tenant occupies ten percent or more of the
building. It is the opinion of the management of the Registrant that
the property is adequately covered by insurance.
b. Shockoe Hearth Apartments - consists of 29
apartment units and 14,451 sf of commercial space at 1417-1423 East
Cary Street in Richmond, Virginia. In December 1990, the Registrant
was admitted with a 99% general partnership interest in Lawrence One
General Partnership ("LOGP"), a Virginia general partnership, for a
cash contribution of $800,000. LOGP subsequently capitalized $150,455
in acquisition costs relating to the investment. LOGP acquired and
rehabilitated the property for $2,600,000 (excluding the capitalized
costs, referred to above) ($90.49 sf), consisting of the equity
contribution and $1,800,000 provided by a loan (principal balance of
$1,741,781 at December 31, 1996) bearing interest at 10% and due
February 2022. The property is managed by an independent property
management firm. As of December 31, 1996, 29 of the apartments (100%)
are under lease with rents ranging from $210 to $577 per month, and
all of the commercial space is under lease by one tenant at annual
rents ranging from $2.83 per sf for the basement area to $15.73 per sf
for the restaurant area.
All residential leases are renewable, one-year
leases. The occupancy rate has been 96% for 1995, 98% for 1994, 100%
for 1993 and 98% for 1992. The monthly rental range has been
approximately the same since 1992. The occupancy for the commercial
space has been 100% for 1995, 100% for 1994, 100% for 1993 and 79% for
1992. The range for annual rents has been $2.70 to $15.00 per sf in
1995, $16.68 per sf in 1994, $14.40 to $20.40 per sf for 1993 and
$3.00 to $19.92 per sf for 1992. The commercial space is occupied by
one tenant who operates as a restaurant and currently has a ten year
lease which expires February 14, 2003. The lease is an operating
lease and the minimum future rental on the noncancelable lease as of
December 31, 1996 is $132,000 per year. There are no contingent
rentals included in income for the years ended December 31, 1996, 1995
and 1994. For tax purposes, this property has a basis of $2,471,646
and is depreciated using the straight-line method with a useful life
of 27.5 years. The annual real estate taxes are $23,987 which is
based on an assessed value of $1,710,000 taxed at a rate of $1.4028
per $100. It is the opinion of the management of the Registrant that
the property is adequately covered by insurance.
c. The Bakery Apartments - consists of 68 apartment
units at 1111 South Peters Street in New Orleans, Louisiana. In March
1991, the Registrant acquired a 72.3% general partnership interest in
The Bakery Apartments General Partnership ("BAGP"), a Louisiana
general partnership which owns the property, for a cash contribution
of $1,235,000. Certain affiliates of the Registrant simultaneously
acquired 26.7% of the general partnership interests in the same
Louisiana partnership for an aggregate cash contribution of $465,000.
Registrant subsequently capitalized $242,040 in acquisition costs
relating to the investment. BAGP acquired and rehabilitated the
property for $5,029,000 ($65.18 per sf). The rehabilitation of the
property was financed in part with two loans, one for $3,135,000
(principal balance of $3,018,995 at December 31, 1996) and the other
for $201,500 (principal balance of $194,924 at December 31, 1996).
The first loan bears interest at 8.25%, with monthly principal and
interest payments based on a 30 year amortization schedule, principal
due in 1999. The second loan is from the general partner of BAGP and
has the same terms as the first loan. In March 1991, a $175,000
collateral mortgage note (principal balance of $169,386 at December
31, 1996) was issued to the developer/partner for working capital
advances. This note bears interest at 9% with payments based on
available positive cash flow of the property. In order to satisfy
certain credit requirements of the lender, the Registrant exchanged
its general partnership interest for a limited partnership interest in
a reconstituted partnership. However, the Registrant retained
substantially the same rights and privileges as it had as a general
partner. The property is managed by a property management firm which
is an affiliate of the general partner of BAGP. As of December 31,
1996, 65 units are under lease (96%) with rents ranging from $460 to
$1,900. All leases are renewable, one-year leases. The occupancy
rates have been 100% for 1995, 93% for 1994, 92% for 1993 and 93% for
1992. The monthly rental range has been approximately the same since
1992. For tax purposes, this property has a basis of $3,381,856 and
is depreciated using the straight-line method with a useful life of
27.5 years. The annual real estate taxes are $11,708 which is based
on an assessed value of $65,700 taxed at a rate of $17.82 per $100.
No one tenant occupies ten percent or more of the building. It is the
opinion of the management of the Registrant that the property is
adequately covered by insurance.
Item 3. Legal Proceedings
a. To the best of its knowledge, Registrant is not
party to, nor is any of its property the subject of any pending
material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fiscal years covered
by this report to a vote of security holders.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
a. There is no established public trading market for
the Units. Registrant does not anticipate any such market will
develop. Trading in the Units occurs solely through private
transactions. The Registrant is not aware of the prices at which
trades occur. Registrant's records indicate that 55 units were
transferred of record in 1996.
b. As of December 31, 1996, there were 487 record
holders of Units.
c. Registrant did not declare any cash dividends in
1996 and 1995.
Item 6. Selected Financial Data
The following selected financial data are for the five
years ended December 31, 1996. This data should be read in
conjunction with the consolidated financial statements included
elsewhere herein. This data is not covered by the independent
auditors' report.
1996 1995 1994 1993 1992
Rental income $1,081,821 $1,059,508 $1,026,467 $ 998,697 $ 874,439
Interest income 1,540 2,491 2,850 1,884 17,768
Net loss 496,109 469,528 482,279 476,136 504,606
Net loss per Unit 97.60 92.37 94.88 93.68 99.28
Total assets (net 8,771,520 9,244,523 9,755,227 10,299,756 11,032,307
of depreciation
and amortization)
Debt obligations 6,154,276 6,199,255 6,275,832 6,348,546 6,506,322
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(1) Liquidity
As of December 31, 1996, Registrant had cash of
approximately $33,160. Such funds are expected to be used to pay
liabilities and general and administrative expenses of Registrant and
to fund cash deficits of the properties. Cash generated from
operations is used primarily to fund operating expenses and debt
service. If cash flow proves to be insufficient, the Registrant will
attempt to negotiate with the various lenders in order to remain
current on all obligations. The Registrant is not aware of any
additional sources of liquidity.
As of December 31, 1996, Registrant had restricted
cash of $91,969 consisting primarily of funds held as security
deposits, replacement reserves and escrows for taxes. As a
consequence of these restrictions as to use, Registrant does not deem
these funds to be a source of liquidity.
At the present time, all three properties are
able to pay their operating expenses and debt service but it is
unlikely that any cash will be available to the Registrant to pay its
general and administrative expenses. It is the Registrant's intention
to continue to hold the properties until they can no longer meet the
debt service requirements and the properties are foreclosed, or the
market value of the properties increases to a point where they can be
sold at a price which is sufficient to repay the underlying
indebtedness (principal plus accrued interest).
(2) Capital Resources
Due to the recent rehabilitations of the
properties, any capital expenditures needed are generally replacement
items and are funded out of cash from operations or replacement
reserves, if any. The Registrant is not aware of any factors which
would cause historical capital expenditures levels not to be
indicative to capital requirements in the future and accordingly, does
not believe that it will have to commit material resources to capital
investment for the foreseeable future.
The Registrant will seek to refinance the
outstanding loan at Jefferson Seymour which is scheduled to mature in
December 1997. There can be no assurances that such financing will be
available and if not the property will be marketed for sale.
(3) Results of Operations
During the fiscal year 1996, Registrant incurred a
loss of $496,109 ($97.60 per limited partnership unit) compared to a
loss of $469,528 ($92.37 per limited partnership unit) in 1995 and a
loss of $482,279 ($94.88 per limited partnership unit) in 1994.
Rental income increased from $1,026,467 in 1994 to
$1,059,508 in 1995 to $1,081,821 in 1996. The increase from 1995 to
1996 is due to an increase in rental income at Shockoe Hearth
Apartments and Jefferson Seymour, partially offset by a decrease at
The Bakery Apartments. The increase in rental income at Shockoe
Hearth Apartments is due to an increase in the average occupancy of
residential rentals (96% to 100%) combined with an increase in the
rental income from the sole commercial tenant, and the increase at
Jefferson Seymour is the result of higher average rental rates. The
decrease at The Bakery Apartments is the result of a decrease in the
average occupancy of residential and corporate apartment rentals (98%
to 94%). The increase from 1994 to 1995 was mainly the result of an
increase in rental income at The Bakery Apartments and Shockoe Hearth
Apartments, partially offset by a decrease at Jefferson Seymour. The
increase at The Bakery Apartments was due to an increase in corporate
apartment rentals which generate higher revenue than residential
rentals because the leases are generally short term in nature and are
rented at higher monthly rates. The increase at the Shockoe Hearth
Apartments was the result of an increase in the rental income from its
sole commercial tenant, as well as higher average occupancy of
residential tenants. The decrease at Jefferson Seymour was due to the
loss of one of its commercial tenants.
Expenses for rental operations increased from
$443,668 in 1994 to $463,926 in 1995 to $570,109 in 1996. The
increase from 1995 to 1996 is due to an increase in maintenance
expense at all three properties, legal and real estate tax expense at
Shockoe Hearth Apartments and salary and wage expense at The Bakery
Apartments, partially offset by a decrease in insurance expense at
Jefferson Seymour and corporate apartment expense at The Bakery
Apartments. Maintenance expense at Jefferson Seymour and The Bakery
Apartments increased due to repairs and renovations made to several
units, and at Shockoe Hearth Apartments and the Bakery maintenance
expense increased due to extermination services performed to control a
termite problem. Legal fees increased at Shockoe Hearth Apartments
due to negotiations between the property and the commercial tenant,
and real estate tax expense increased due to the expiration of a real
estate tax abatement. Salary and wage expense increased at The Bakery
Apartments due to a reassessment of certain expenses by the management
company, and insurance expense decreased at Jefferson Seymour due to a
decrease in premiums. Corporate apartment expense decreased at The
Bakery Apartments due to lower corporate apartment rentals. The
increase from 1994 to 1995 was mainly due to higher corporate
apartment expense incurred at The Bakery Apartments due to higher
corporate apartment rentals, as well as an increase in insurance
expense experienced at each property due to higher premiums charged by
the insurance industry. There was also an increase in maintenance
expense at Shockoe Hearth due to increased occupancy levels of the
residential apartments. These increases were partially offset by the
overall decrease of operating expenses at Jefferson Seymour due to the
loss of one of its commercial tenants causing a proportionate decrease
in utilities, maintenance, management fees, and wages.
Interest expense increased from $541,374 in 1994
to $546,273 in 1995 and decreased to $522,698 in 1996. The decrease
from 1995 to 1996 is due to the accrual of additional interest in 1995
on amounts owed to an affiliate of the Registrant upon which interest
had not been properly calculated. The increase from 1994 to 1995 is a
result of a higher interest rate on the mortgage loan at Shockoe
Hearth Apartments.
Depreciation and amortization expense decreased
from $523,309 in 1994 to $516,745 in 1995 to $492,417 in 1996. The
decrease from 1995 to 1996 and 1994 to 1995 is due to personal
property becoming fully depreciated at The Bakery Apartments.
In 1996 losses of $476,000 were incurred at the
Registrant's three properties compared to $432,000 in 1995 and
$448,000 in 1994. A discussion of property operations/activities
follows:
In 1996, Registrant incurred a loss of $150,000 at
Jefferson/Seymour, including $128,000 of depreciation and amortization
expense compared to a loss of $126,000 including $130,000 of
depreciation and amortization expense in 1995 and a loss of $126,000
including $132,000 of depreciation and amortization expense in 1994.
The increase in the loss from 1995 to 1996 is due to an increase in
maintenance expense partially offset by an increase in rental income
and a decrease in insurance expense. Maintenance expense increased
due to the replacement of carpeting as well as repairs to heating
systems in several units. Rental income increased due to higher
average rental rates, while insurance expense decreased due to lower
premiums. Although there was no material overall change in the loss
from 1994 to 1995, there was a decrease in rental income partially
offset by a decrease in operating expenses. The decrease in rental
income is the result of the loss of one of its commercial tenants
which caused a proportionate decrease in operating expenses, such as
utilities, maintenance, management fees, and wages, partially offset
by an increase in insurance expense due to higher premiums.
In 1996, Registrant incurred a loss of $115,000 at
Shockoe Hearth including $103,000 of depreciation and amortization
expense compared to a loss of $127,000 including $102,000 of
depreciation and amortization expense in 1995 and a loss of $116,000
including $101,000 of depreciation and amortization expense in 1994.
The decrease in the loss from 1995 to 1996 is the result of an
increase in rental income partially offset by an increase in
maintenance expense, legal fees, and real estate taxes. The increase
in rental income is due to higher average occupancy of residential
rentals (96% to 100%) combined with an increase in the rental income
from the sole commercial tenant. Maintenance expense increased due to
extermination services performed to control a termite problem and
legal fees increased as a result of negotiations between the property
and the commercial tenant. Real estate taxes increased due to the
expiration of a real estate tax abatement in 1996 which caused the
assessment value of the property to increase from $271,972 in 1995 to
$1,710,000 in 1996 which resulted in an increase in the real estate
taxes from $3,930 in 1995 to $23,987 in 1996. The increase in the
loss from 1994 to 1995 is a result of an increase in operating
expenses such as maintenance and insurance, as well as an increase in
interest expense, partially offset by an increase in rental income.
The increase in maintenance is due to the higher occupancy levels
experienced by the property during the year and the increase in
insurance expense is due to higher premiums charged by the insurance
industry. The increase in interest expense is due to a higher
interest rate on the mortgage loan. The increase in income is the
result of an increased rental income from the commercial tenant, as
well as higher average occupancy of residential units.
In 1996, Registrant incurred a loss of $211,000 at
the Bakery including $236,000 of depreciation and amortization expense
compared to a loss of $179,000 including $252,000 of depreciation and
amortization expense in 1995 and a loss of $206,000 including $257,000
of depreciation and amortization expense in 1994. The increase in the
loss from 1995 to 1996 is the result of a decrease in rental income
combined with an increase in maintenance and salary and wage expense,
partially offset by a decrease in interest expense and corporate
apartment expense. The decrease in rental income is due to a decrease
in the average occupancy of residential units and corporate apartments
(98% to 94%). Maintenance expense increased due to the replacement of
carpeting in several units and extermination services performed to
control the termites which are prevalent in the New Orleans area.
Salary and wage expense increased due to a reassessment of certain
expenses by the management company. Interest expense decreased due to
the accrual of interest in 1995 on amounts owed to an affiliate of the
Registrant upon which interest had not been properly calculated.
Corporate apartment expense decreased due to lower corporate apartment
rentals. The decrease in the loss from 1994 to 1995 is due to the
increased rentals of corporate apartments (which generate higher
revenue than residential units), offset proportionately by an increase
in corporate apartment expense, as well as an increase in insurance
expense due to higher premiums.
Effective January 1, 1995, the Partnership adopted
the provisions of Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long - Lived Assets to be
Disposed Of." There was no cumulative effect of the adoption of SFAS
NO. 121.
Item 8. Financial Statements and Supplementary Data
Registrant is not required to furnish the supplementary
financial information referred to in Item 302 of Regulation S-K.
<PAGE>
Independent Auditor's Report
To the Partners of
Diversified Historic Investors 1990
We have audited the accompanying consolidated balance sheets of
Diversified Historic Investors 1990 (a Pennsylvania Limited
Partnership) and its subsidiaries as of December 31, 1996 and 1995 and
the related consolidated statements of operations, changes in
partners' equity and cash flows for the years ended December 31, 1996,
1995, and 1994. These consolidated 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 did not audit the financial statements of The Bakery
Apartments General Partnership, which statements reflect total assets
of $3,943,320 and $4,137,829, as of December 31, 1996 and 1995,
respectively, and total revenues of $629,206 and $640,781,
respectively for the years then ended. Those statements were audited
by other auditors whose report has been furnished to us, and our
opinion, insofar as it relates to the amounts included for The Bakery
Apartments General Partnership is based solely on the report of the
other auditors.
We conducted our audits, in accordance with generally accepted
auditing standards. These standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
and the report of other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the report of other auditors,
the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of
Diversified Historic Investors 1990 as of December 31, 1996 and 1995,
and the results of their operations and their cash flows for the years
ended December 31, 1996, 1995, and 1994 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Schedule of Real
Estate and Accumulated Depreciation on page 25 is presented for the
purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to
the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
Gross, Kreger & Passio, L.L.C.
Philadelphia, Pennsylvania
March 10, 1997
<PAGE>
Independent Auditor's Report
To the Partners of
The Bakery Apartments Limited Partnership
We have audited the accompanying balance sheets of The Bakery
Apartments Limited Partnership, for December 31, 1996 and 1995 and the
related statements of operations, partners' equity and cash flows for
the years then ended. 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
audit.
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 financial position of The Bakery
Apartments Limited Partnership as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Pailet, Meunier and LeBlanc, L.L.P.
Metairie, Louisiana
January 17, 1997
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Consolidated financial statements: Page
Consolidated Balance Sheets at December 31, 1996 and 1995 14
Consolidated Statements of Operations for the Years Ended
December 31, 1996, 1995, and 1994 15
Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1996, 1995, and 1994 16
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 17
Notes to consolidated financial statements 18-23
Financial statement schedules:
Schedule XI - Real Estate and Accumulated Depreciation 25
Notes to Schedule XI 26
All other schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995
Assets
1996 1995
Rental properties at cost:
Land $ 248,856 $ 248,856
Buildings and improvements 10,896,321 10,856,073
Furniture and fixtures 155,592 156,271
---------- ----------
11,300,769 11,261,200
Less - accumulated depreciation (2,755,349) (2,301,499)
---------- ----------
8,545,420 8,959,701
Cash and cash equivalents 33,160 5,116
Restricted cash 91,969 146,315
Accounts receivable 17,901 10,165
Other assets (net of accumulated
amortization of $228,889 and $190,322) 83,070 122,309
---------- ----------
Total $ 8,771,520 $ 9,243,606
========== ==========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $ 6,154,278 $ 6,199,255
Accounts payable:
Trade 482,016 414,230
Related parties 148,010 147,934
Interest payable 91,435 23,296
Tenant security deposits 67,040 63,129
Other liabilities 52,524 61,652
---------- ----------
Total liabilities 6,995,303 6,909,496
Minority interests 500,332 562,116
Partners' equity 1,275,885 1,771,994
---------- ----------
Total $ 8,771,520 $ 9,243,606
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
Revenues:
Rental income $1,081,821 $1,059,508 $1,026,467
Interest income 1,540 2,491 1,884
--------- --------- ---------
Total revenues 1,083,361 1,061,999 1,028,351
--------- --------- ---------
Costs and expenses:
Rental operations 570,109 463,926 443,668
General and administrative 56,030 57,129 62,262
Interest 522,698 546,273 541,374
Depreciation and amortization 492,417 516,745 523,309
--------- --------- ---------
Total costs and expenses 1,641,254 1,584,073 1,570,613
--------- --------- ---------
Loss before minority interests (557,893) (522,074) (542,262)
Minority interests' portion of loss 61,784 52,546 59,983
--------- --------- ---------
Net loss ($ 496,109) ($ 469,528) ($ 482,279)
========= ========= =========
Net loss per limited partnership unit ($ 97.60) ($ 92.37) ($ 94.88)
========= ========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the Years Ended December 31, 1996, 1995 and 1994
Diversified
Historic
Advisors Limited
1990 (1) Partners (2) Total
Percentage participation in
profit or loss 1% 99% 100%
Balance at December 31, 1993 ($ 6,794) $2,730,595 $2,723,801
Net loss (4,823) (477,456) (482,279)
------- --------- ---------
Balance at December 31, 1994 (11,617) 2,253,139 2,241,522
Net loss (4,695) (464,833) (469,528)
------- --------- ---------
Balance at December 31, 1995 (16,312) 1,788,306 1,771,994
Net loss (4,961) (491,148) (496,109)
------- --------- ---------
Balance at December 31, 1996 ($ 21,273) $1,297,158 $1,275,885
======= ========= =========
(1) General Partner.
(2) 5,032 limited partnership units outstanding at December 31,
1996, 1995, and 1994.
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
Cash flows from operating activities:
Net loss ($496,109) ($469,528) ($482,279)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 492,417 516,745 523,309
Minority Interests (61,784) (58,604) (66,011)
Changes in assets and liabilities:
Decrease (increase) in restricted cash 54,346 (1,835) (2,153)
(Increase) decrease in accounts receivable (7,736) (544) 4,876
Decrease (increase) in other assets 672 2,016 (1,282)
Increase in accounts payable - trade 67,786 47,260 46,507
Increase in accounts payable - related parties 76 29,741 24,247
Increase (decrease) increase in interest payable 68,139 (12,128) 1,468
Increase (decrease) in tenant security deposits 3,911 6,045 (3,854)
(Decrease) increase in other liabilities (9,128) 22,171 8,107
------- ------- -------
Net cash provided by operating 112,590 81,339 52,935
activities ------- ------- -------
Cash flows from investing activities:
Capital expenditures (39,569) (13,050) (8,690)
------- ------- -------
Net cash used in investing activities: (39,569) (13,050) (8,690)
------- ------- -------
Cash flows from financing activities:
Payments of principal under debt obligations (44,977) (76,577) (72,714)
------- ------- -------
Net cash used in financing activities: (44,977) (76,577) (72,714)
------- ------- -------
Increase (decrease) in cash and cash equivalents 28,044 (8,288) (28,469)
Cash and cash equivalents at beginning of year 5,116 13,404 41,873
------- ------- -------
Cash and cash equivalents at end of year $ 33,160 $ 5,116 $ 13,404
======= ======= =======
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $454,559 $517,739 $530,639
The accompanying notes are an integral part of these financial statements.
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION
Diversified Historic Investors 1990 (the "Partnership") was formed in
December 1989, to acquire, rehabilitate, and manage real properties
which were Certified Historic Structures, as defined in the Internal
Revenue Code of 1986 (the "Code"), or which are eligible for
designation as such, and which may also be (but are not required to
be) eligible for low income housing tax credits as provided by Section
42 of the Code, and such other uses as Dover Historic Advisors 1990
(the "General Partner") deems appropriate, and to engage in any and
all activities related or incidental thereto.
The General Partner, Dover Historic Advisors 1990 (a general
partnership), whose partners are Dover Historic Advisors, Inc., (a
Pennsylvania corporation) and Jacqueline Reichman, has the exclusive
responsibility for all aspects of the Partnership's operations.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied
in the preparation of the accompanying consolidated financial
statements follows:
1. Principles of Consolidation
The accompanying financial statements of the Partnership include the
accounts of three subsidiary partnerships (the "Ventures"), in which
the Partnership has controlling interests, with appropriate
elimination of inter-partnership transactions and balances. These
financial statements reflect all adjustments (consisting only of
normal recurring adjustments) which, in the opinion of the General
Partner, are necessary for a fair statement of the results for those
years.
2. Depreciation
Depreciation is computed using the straight-line method over the
estimated useful lives of the assets. Buildings and improvements are
depreciated over 25 years and furniture and fixtures over five years.
3. Net Loss Per Limited Partnership Unit
The net loss per limited partnership unit is based on the weighted
average number of limited partnership units outstanding during the
period (5,032 in 1996, 1995, and 1994).
4. Income Taxes
Federal and state income taxes are payable by the individual partners;
accordingly, no provision or liability for income taxes is reflected
in the financial statements.
5. Deferred Expenses
Loan fees have been incurred with respect to certain loans. Such fees
were deferred and are amortized over the term of the related loans and
charged to amortization expense.
6. Cash and Cash Equivalents
The Registrant considers all highly liquid investments purchased with
a maturity of three months or less to be cash equivalents.
7. Acquisition Costs
Costs incurred in identifying and evaluating properties for possible
acquisition and rehabilitation are deferred. Such costs are
capitalized as part of the cost of the property if the related
property is acquired and are charged to expense if it is not acquired.
Interest, real estate taxes, and insurance costs incurred during the
rehabilitation period have been capitalized as part of the cost of the
property.
8. Restricted Cash
Restricted cash includes amounts held for tenant security deposits,
real estate tax reserves
and other cash restricted as to use.
9. Revenue Recognition
Revenues are recognized when rental payments are due on a straight-
line basis. Rental payments received in advance are deferred until
earned.
10. Rental Properties
Rental properties are stated at cost. A provision for impairment of
value is recorded when a decline in value of property is determined to
be other than temporary as a result of one or more of the following:
(1) a property is offered for sale at a price below its current
carrying value, (2) a property has significant balloon payments due
with the foreseeable future for which the Partnership does not have
the resources to meet, and anticipates it will be unable to obtain
replacement financing or debt modification sufficient to allow a
continued hold of the property over a reasonable period of time, (3) a
property has been, and is expected to continue, generating significant
operating deficits and the Partnership is unable or unwilling to
sustain such deficit results of operations, and has been unable to, or
anticipates it will be unable to, obtain debt modification, financing
or refinancing sufficient to allow a continued hold of the property
for a reasonable period of time or, (4) a property's value has
declined based on management's expectations with respect to projected
future operational cash flows and prevailing economic conditions. An
impairment loss is indicated when the undiscounted, sum of estimated
future cash flows from an asset, including estimated sales proceeds,
and assuming a reasonable period of ownership up to 5 years, is less
than the carrying amount of the asset. The impairment loss is
measured as the difference between the estimated fair value and the
carrying amount of the asset. In the absence of the above
circumstances, properties and improvements are stated at cost. An
analysis is done on an annual basis at December 31 of each year.
11. New Accounting Pronouncement
Effective January 1, 1995, the Partnership adopted the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long - Lived Assets and for Long -
Lived Assets to be Disposed Of." There was no cumulative effect of
the adoption of SFAS No. 121.
NOTE C - PARTNERSHIP AGREEMENT
The significant terms of the Agreement of Limited Partnership (the
"Agreement"), as they relate to the financial statements, follow:
All distributable cash from operations (as defined in the Agreement of
Limited Partnership) will be distributed 1% to the General Partner and
99% to the limited partners.
All distributable cash from sales or dispositions (as defined) will be
distributed to the limited partners up to their adjusted invested
capital (as defined) or a 6.5% cumulative, noncompounded annual return
on their average amounts previously distributed (as defined);
thereafter, after receipt by the General Partner or its affiliates of
any accrued but unpaid real estate brokerage commissions, the balance
will be distributed 15% to the General Partner and 85% to the limited
partners.
Net income or loss from operations of the Partnership is allocated 1%
to the General Partner and 99% to the limited partners.
NOTE D - TRANSACTIONS WITH RELATED PARTIES
Included in Accounts Payable - Related Party is $148,010 and $147,934
at December 31, 1996 and 1995, respectively, owed to the co-general
partners of the Partnership's Ventures, for additional amounts
advanced for working capital needs. These advances are non-interest
bearing and will be paid out of available cash flow from the property.
NOTE E - LEASES
The Partnership's leases with commercial tenants are classified as
operating leases. Leases are generally for a period of three to five
years and provide for a fixed base rent plus contingent rents based on
level of sales and sharing of certain operating costs.
Minimum future commercial rentals on operating leases as of December
31, 1996 are as follows:
1997 $141,291
1998 147,906
1999 154,852
2000 162,145
2001 177,480
NOTE F - ACQUISITIONS
The Partnership acquired three controlling general or limited
partnership interests in Ventures during the period from October 1990
to March 1991, as discussed below.
In October 1990, the Partnership was admitted, with a 99% limited
partner interest, to a Connecticut general partnership which owns a
building located in Hartford, Connecticut, consisting of 30 apartment
units and 665 square feet of commercial space, for a cash contribution
of $1,417,000.
In December 1990, the Partnership was admitted, with a 99% general
partner interest, to a Virginia general partnership which owns a
building located in Richmond, Virginia, consisting of 29 apartment
units and 14,451 square feet of commercial space, for a cash capital
contribution of $800,000.
In March 1991, the Partnership purchased a 72.3% interest of a
Pennsylvania general partnership which owns a building located in New
Orleans, Louisiana, consisting of 68 apartments, for $1,235,000. In
October 1992, in conjunction with a refinancing, the Partnership
exchanged its general partnership interest for a limited partnership
interest in a reconstituted partnership.
NOTE G - DEBT OBLIGATIONS
Debt obligations were as follows:
<TABLE>
<S> <C> <C>
December 31,
1996 1995
Mortgage loan; interest at 8% until January 1996, when $ 756,566 $ 776,470
interest resets based on a specified index; 8% at December
31, 1996; monthly payments of principal and interest of
$7,102, based upon a 25-year amortization; collateralized by
the related rental property; due in December 1997
Note payable; interest at 1%; monthly payments of principal 272,626 269,638
and interest of $1,380; based on a 20-year amortization
schedule; due 2010
Mortgage loan; interest at the Fidelity Federal Savings Bank 1,741,781 1,756,295
prime plus 1.5% with a minimum of 10% and a maximum of 15%
(10% at December 31, 1996 and 1995) based on a 30-year
amortization schedule; callable by the lender in 1997;
principal due February 1, 2022; collateralized by the related
rental property
Mortgage loan; interest at 8.25%; monthly payments of $23,552 3,018,995 3,050,603
based on a 30-year amortization schedule, collateralized by
the related rental property; due November 1999
Note payable to developer; interest at 9%; payments based on 169,386 152,385
positive cash flow of the property
Note payable to developer; interest at 8.25%; monthly
payments of $1,514 based on a 30-year amortization schedule;
collateralized by the related rental property; due November
1999 194,924 193,864
--------- ---------
$6,154,278 $6,199,255
========= =========
</TABLE>
Maturities of debt obligations at December 31, 1996, are as follows:
Year Ending December 31,
1997 $ 976,633
1998 77,670
1999 3,186,913
2000 47,392
2001 48,526
Thereafter 1,817,144
---------
$6,154,278
=========
NOTE H - INCOME TAX BASIS RECONCILIATION
Certain items enter into the determination of the results of
operations in different time periods for financial reporting ("book")
purposes and for income tax ("tax") purposes. The reconciliation of
net loss and partners' equity follows:
For the Years Ended December 31,
1996 1995 1994
Net loss - book ($ 496,109) ($ 469,528) ($ 482,279)
Excess of book over tax depreciation 160,384 185,200 168,100
Other timing differences (1,379) 3,484 608
Minority Interest (21,621) (31,983) (43,555)
--------- --------- ---------
Net loss - tax ($ 358,725) ($ 312,827) ($ 357,126)
========= ========= =========
Partners' equity - book 1,275,885 $1,771,994 $2,241,522
Costs of issuance 638,660 638,660 638,660
Cumulative book over tax loss 383,901 246,517 89,816
Basis reduction (1,565,104) (1,565,104) (1,565,104)
--------- --------- ---------
Partners' equity - tax $ 733,342 $1,092,067 $1,404,894
========= ========= =========
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
Costs
Capitalized
Subsequent to
Initial Cost to Acquisition
Partnership (b)
Buildings and
Description (a) Encumbrances Land Improvements Improvements
(e)
30 unit apartments
and 665 square feet
of commercial space
in Hartford, CT $1,029,192 - $3,027,000 $261,665
29 unit apartments
and 14,451 square feet
of commercial space
in Richmond, VA 1,741,781 186,381 2,287,980 334,121
68 unit apartments in
New Orleans, LA 3,383,303 62,475 5,103,816 37,331
--------- ------- ---------- -------
$6,154,276 $248,856 $10,418,796 $633,117
========= ======= ========== =======
Gross Amount at which
Carried at 12/31/96
Buildings
and Accum Date of Date
Description (a) Land Improvements Total Depr. Constr. Acq
(b)(c) (c)(d) (a)
30 unit apartments
and 665 square feet
of commercial space
in Hartford, CT $3,288,665 $3,288,665 $ 877,719 1990 1990
29 unit apartments
and 14,451 square feet
of commercial space
in Richmond, VA 186,381 2,622,101 2,808,482 624,478 1990 1990
68 unit apartments in
New Orleans, LA 62,475 5,141,147 5,203,622 1,253,152 1991 1991
------- ---------- ---------- ---------
$248,856 $11,051,913 $11,300,769 $2,755,349
======= ========== ========== =========
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
NOTES TO SCHEDULE XI
December 31, 1996
(A) All properties are certified historic structures as defined in
the Internal Revenue Code. The "date of construction" refers
to the period in which such properties are rehabilitated.
(B) The aggregate cost of real estate owned at December 31, 1996,
for Federal income tax purposes is approximately $8,301,167.
However, the depreciable basis of buildings and improvements is
reduced for Federal income tax purposes by the investment tax
credit and the historic rehabilitation credit obtained.
(C) Reconciliation of real estate:
1996 1995 1994
Balance at beginning of year $11,261,200 $11,248,150 $11,239,460
Additions during the year:
Improvements 39,569 13,050 8,690
---------- ---------- ----------
Balance at end of year $11,300,769 $11,261,200 $11,248,150
========== ========== ==========
Reconciliation of accumulated depreciation:
1996 1995 1994
Balance at beginning of year $ 2,301,499 $ 1,834,659 $ 1,366,030
Depreciation expense for the year 453,850 466,840 468,629
---------- ---------- ----------
Balance at end of year $ 2,755,349 $ 2,301,499 $ 1,834,659
========== ========== ==========
(D) See Note B to the financial statements for depreciation method
and lives.
(E) See Note E to the financial statements for further information.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of Registrant
a. Identification of Directors - Registrant has no
directors.
b. Identification of Executive Officers
The General Partner of the Registrant is Dover
Historic Advisors 1990 (DoHA-1990), a Pennsylvania general
partnership. The partners of DoHA-1990 are as follows:
Name Position Term of Office Period Served
Dover Historic Advisors, Partner in DoHA- No fixed term Since September 1990
Inc. ("Dover Advisors") 1990
Jacqueline D. Reichman Partner in No fixed term Since May 1994
DOHA-1990
For further description of Dover Advisors, see
paragraph e. of this Item. There is no arrangement or understanding
between either person named above and any other person pursuant to
which any person was or is to be selected as an officer.
c. Identification of Certain Significant Employees.
Registrant has no employees. Its administrative and operational
functions are carried out by a property management and partnership
administration firm engaged by the Registrant.
d. Family Relationships. There is no family
relationship between or among the executive officers and/or any person
nominated or chosen by Registrant to become an executive officer.
The general partner is responsible for the
management and control of Registrant's affairs and will have general
responsibility and authority in conducting its operations. DoHA-1990
is a general partnership formed in 1989.
e. Business Experience.
The partners of DoHA-1990 are Dover Advisors and
Jacqueline Reichman. The General Partner may retain its affiliates to
manage certain of the Properties.
Dover Advisors, a wholly-owned subsidiary of DHP,
Inc., (formerly Dover Historic Properties, Inc.) is a corporation
formed in February 1989 under the laws of the Commonwealth of
Pennsylvania for the purpose of acting as the general partner (or a
partner of the general partner) in real estate programs such as the
Registrant. DHP, Inc. is a subsidiary of The Dover Group, Ltd., an
entity formed in 1985 to act as the holding company for DHP, Inc. and
certain other companies involved in the development and operations of
both historic properties and conventional real estate as well as in
financial (non-banking) services. In February 1992, The Dover Group,
Ltd's name was changed to D, LTD.
The executive officers, directors and key
employees of Dover Advisors are described below.
Michael J. Tuszka (age 50) was appointed Chairman
of both Dover Advisors and D, LTD on January 27, 1993. Mr. Tuszka
resigned as Chairman and Director of both Dover Advisors and D, LTD on
June 30, 1996.
Donna M. Zanghi (age 40) was appointed
Secretary/Treasurer of Dover Advisors and Secretary/Treasurer of DHP,
Inc. on June 15, 1993. She is also a Director and Secretary/Treasurer
of D, LTD. She has been associated with Dover Advisors and its
affiliates since 1984 except for the period from December 1986 to June
1989 and the period from November 1, 1992 to June 14, 1993.
Michele F. Rudoi, (age 32) was appointed on
January 27, 1993 as Assistant Secretary of Dover Advisors, D, LTD and
DHP, Inc. and Director of D, LTD.
Jacqueline D. Reichman was appointed on May 11,
1994 as a partner of DoHA-1990. Ms. Reichman and her affiliates have
extensive experience in real estate related ventures.
Item 11. Executive Compensation
a. Cash Compensation - The Registrant did not pay any
cash compensation during 1996.
b. Compensation Pursuant to Plans - Registrant has no
plan pursuant to which compensation was paid or distributed during
1996, or is proposed to be paid or distributed in the future, to DoHA-
1990, any partner therein, or any person named in paragraph c. of Item
10 of this report.
c. Other Compensation - No compensation not referred
to in paragraph a. or paragraph b. of this Item was paid or
distributed during 1996 to DoHA-1990, any partner therein, or any
person named in paragraph c. of Item 10.
d. Compensation of Directors - Registrant has no
directors.
e. Termination of Employment and Change of Control
Arrangement - Registrant has no compensatory plan or arrangement, with
respect to any individual, which results or will result from the
resignation or retirement of any individual, or any termination of such
individual's employment with Registrant or from a change in control of
Registrant or a change in such individual's responsibilities following
such a change in control.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
a. Security Ownership of Certain Beneficial Owners -
No person is known to Registrant to be the beneficial owner of more
than five percent of the issued and outstanding Units.
b. Security Ownership of Management - No equity
securities of Registrant are beneficially owned by any person named in
paragraph c. of Item 10.
c. Changes in Control - Registrant does not know of
any arrangement, the operation of which may at a subsequent date
result in a change in control of Registrant.
Item 13. Certain Relationships and Related Transactions
Pursuant to Registrant's Amended and Restated Agreement
of Limited Partnership, DoHA-1990 is entitled to 10% of Registrant's
distributable cash from operations in each year. There was no such
share allocable to DoHA-1990 for fiscal years 1994 to 1996.
a. Certain Business Relationships - Registrant has no
directors.
b. Indebtedness of Management - No executive officer
or significant employee of Registrant, Registrant's general partner
(or any employee thereof) or any affiliate of any such person, is or
has at any time been indebted to Registrant.
PART IV
Item 14. (A) Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
1. Financial Statements:
a. Consolidated Balance Sheets at December 31, 1996 and 1995.
b. Consolidated Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994.
c. Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1996, 1995 and 1994.
d. Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994.
e. Notes to consolidated Financial Statements.
2. Financial statement schedules:
a. Schedule XI- Real Estate and Accumulated Depreciation.
b. Notes to Schedule XI.
3. Exhibits:
(a) Exhibit Document
Number
3 Registrant's Amended and Restated
Certificate of Limited Partnership and
Agreement of Limited Partnership,
previously filed as part of Amendment
No. 1 of Registrant's Registration
Statement on Form S-11, are
incorporated herein by reference.
21 Subsidiaries of the Registrant are
listed in Item 2. Properties of this
Form 10-K.
(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter
ended December 31, 1996.
(c) Exhibits:
See Item 14 (A)(3) above.
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DIVERSIFIED HISTORIC INVESTORS 1990
Date: April 21, 1997 By: Dover Historic Advisors 1990,
General Partner
By: Dover Historic Advisors, Inc.,
Partner
By: /s/ Donna M. Zanghi
DONNA M. ZANGHI,
Secretary and Treasurer
By: /s/ Michele F. Rudoi
MICHELE F. RUDOI,
Assistant Secretary
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
DOVER HISTORIC ADVISORS 1990 General Partner
By: Dover Historic Advisors, Inc. Partner
By: /s/ Donna M. Zanghi April 21, 1997
DONNA M. ZANGHI,
Secretary and Treasurer
By: /s/ Michele F. Rudoi April 21, 1997
MICHELE F. RUDOI,
Assistant Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 33,160
<SECURITIES> 0
<RECEIVABLES> 17,901
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 83,070
<PP&E> 11,300,769
<DEPRECIATION> 2,755,349
<TOTAL-ASSETS> 8,771,520
<CURRENT-LIABILITIES> 630,026
<BONDS> 6,154,278
0
0
<COMMON> 0
<OTHER-SE> 1,776,217
<TOTAL-LIABILITY-AND-EQUITY> 8,771,520
<SALES> 0
<TOTAL-REVENUES> 1,083,361
<CGS> 0
<TOTAL-COSTS> 570,109
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 522,698
<INCOME-PRETAX> (496,109)
<INCOME-TAX> 0
<INCOME-CONTINUING> (496,109)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (496,109)
<EPS-PRIMARY> (97.60)
<EPS-DILUTED> 0
</TABLE>
