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, 1997
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[ ] 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
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Commission file 33-33093
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DIVERSIFIED HISTORIC INVESTORS 1990
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2604695
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 500, 1521 LOCUST STREET, PHILADELPHIA, PA 19102
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(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
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-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, 1997, 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 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, 1997, 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, 1997, 122 apartment units are under lease
at monthly rental rates ranging from $210 to $2,170 and14,451 sf of
the commercial/retail space is under lease at an annual rental rate of
$2.97 per sf for the basement area to $16.51 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, 1997 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,
1997) bears interest at 1% and is due June 2010. The second note
payable of $920,000 (principal balance of $747,819 at December 31,
1997) bears interest at the lender's cost of funds plus 2 1/2%. The
loan was sold and the Registrant is in the process of negotiating
payment terms with the new holder of the note.
The property is managed by an independent
property management firm. As of December 31, 1997, 29 residential
apartments are under lease (97%) at monthly rents ranging from $375 to
$608 per month. As of December 31, 1997, none of the 665 sf of
commercial space is under lease, however 50% of the space was rented
for four months during 1997 (17%). Every effort is being made at this
time by the property management firm to rent the commercial space.
All residential leases are renewable, one-year leases. The occupancy
rate was 92% for 1996, 92% for 1995, 96% for 1994, and 98% for 1993.
The monthly rental range has been approximately the same since 1993.
The occupancy for the commercial space was 46% for 1996, 50% for 1995,
100% for 1994, and 100% for 1993. The range for annual rents was
$27.00 per sf for 1996, $27.00 per sf for 1995, $27.00 per sf for
1994, and $24.96 to $25.32 per sf for 1993. There are no contingent
rentals included in income for the years ended December 31, 1997, 1996
and 1995. 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 $26,374 which is
based on an assessed value of $839,930 taxed at a rate of $3.140 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
$1,725,581 at December 31, 1997) bearing interest at 10% and due
February 2022. The loan was called by the lender in 1997. The
Registrant is in the process of obtaining refinancing for the loan.
The proposed refinancing has a principal balance of $1,799,000
bearing interest at 8% with principal and interest payments based on a
25 year amortization schedule, principal due in 2017.
The property is managed by an independent property
management firm. As of December 31, 1997, all 29 of the apartments
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 $2.97 per sf for the basement area to $16.51 per sf
for the restaurant area. All residential leases are renewable, one-
year leases. The occupancy rate was 100% for 1996, 96% for 1995, 98%
for 1994, and 100% for 1993. The monthly rental range has been
approximately the same since 1993. The occupancy for the commercial
space was 100% for 1996, 100% for 1995, 100% for 1994, and 100% for
1993. The range for annual rents was $2.80 to $16.00 per sf in 1996,
$2.70 to $15.00 per sf in 1995, $16.68 per sf in 1994, and $14.40 to
$20.40 per sf for 1993. The commercial space is occupied by one
tenant which operates as a restaurant and currently has a ten-year
lease which expires February 14, 2003. The minimum rental is $138,000
per year. There are no contingent rentals included in income for the
years ended December 31, 1997, 1996 and 1995. For tax purposes, this
property has a basis of $2,490,950 and is depreciated using the
straight-line method with a useful life of 27.5 years. The annual
real estate taxes are $24,453 which is based on an assessed value of
$1,710,000 taxed at a rate of $1.430 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. Affiliates of the Registrant simultaneously acquired
26.7% of the general partnership interests in BAGP 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 $2,984,137 at December
31, 1997) and the other for $201,500 (principal balance of $194,273 at
December 31, 1997). 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 $161,533 at December 31, 1997) 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, 1997, 64 units are under lease
(94%) with rents ranging from $560 to $2,170. All leases are
renewable, one-year leases. The occupancy rate was 95% for 1996, 100%
for 1995, 93% for 1994, and 92% for 1993. The monthly rental range
has been approximately the same since 1993. 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 $11,677 which is based on an assessed value of
$65,700 taxed at a rate of $17.773 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 60 units were
transferred of record in 1997.
b. As of December 31, 1997, there were 489 record
holders of Units.
c. Registrant did not declare any cash dividends in
1997 and 1996.
Item 6. Selected Financial Data
The following selected financial data are for the five
years ended December 31, 1997. 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.
1997 1996 1995 1994 1993
Rental income $1,092,708 $1,081,821 $1,059,508 $1,026,467 $ 998,697
Interest income 300 1,540 2,491 1,884 2,850
Net loss 450,509 496,109 469,528 482,279 476,136
Net loss per Unit 88.63 97.60 92.37 94.88 93.68
Total assets (net 8,351,689 8,771,520 9,244,523 9,755,227 10,299,756
of depreciation
and amortization)
Debt obligations 6,085,969 6,154,278 6,199,255 6,275,832 6,348,546
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(1) Liquidity
As of December 31, 1997, Registrant had cash of
approximately $28,549. 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, 1997, Registrant had restricted
cash of $95,609 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.
(3) Results of Operations
During the fiscal year 1997, Registrant incurred a
loss of $450,509 ($88.63 per limited partnership unit) compared to a
loss of $496,109 ($97.60 per limited partnership unit) in 1996 and a
loss of $469,528 ($92.37 per limited partnership unit) in 1995.
Rental income increased from $1,059,508 in 1995
to $1,081,821 in 1996 to $1,092,708 in 1997. The increase of rental
income from 1996 to 1997 is due to an increase at Shockoe Hearth
Apartments, partially offset by decreases at Jefferson Seymour and The
Bakery Apartments. The increase in rental income at Shockoe Hearth
Apartments was due to a scheduled rental increase for the sole
commercial tenant and an increase in average residential rental rates.
Rental income decreased at Jefferson Seymour due to lower average
occupancy of residential units (92% to 89%), as well as lower average
occupancy of commercial space (46% to 17%), and decreased at The
Bakery Apartments due to lower average occupancy of residential and
corporate apartment rental units (95% to 92%). 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 was due to an increase in the average occupancy of
residential units (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 was the result of a decrease in the
average occupancy of residential and corporate apartment rentals (98%
to 94%).
Expenses for rental operations increased from
$463,926 in 1995 to $570,109 in 1996 and decreased to $534,794 in
1997. The decrease from 1996 to 1997 is due to a decrease in
maintenance, corporate apartment expense, and insurance expense at The
Bakery Apartments, combined with a decrease in utilities expense at
Jefferson Seymour and a decrease in legal fees at Shockoe Hearth,
partially offset by an increase in maintenance and bad debt expense at
Jefferson Seymour, and an increase in maintenance expense at Shockoe
Hearth, as well as an increase in salaries and wages expense at The
Bakery Apartments (as discussed below).
The increase from 1995 to 1996 is due to an
increase in maintenance expense at all three properties, as well as an
increase in legal and real estate tax expense at Shockoe Hearth
Apartments and salaries and wages 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 increased at Jefferson Seymour due to repairs and
renovations made to several units, and increased at Shockoe Hearth and
The Bakery Apartments due to extermination services performed to
control a termite problem. Legal fees increased at Shockoe Hearth
Apartments due to negotiations between property management and the
commercial tenant, and real estate tax expense increased due to the
expiration of a real estate tax abatement. Salaries and wages 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.
Interest expense decreased from $546,273 in 1995
to $522,698 in 1996 and increased to $540,682 in 1997. The increase
from 1996 to 1997 is due to an increase at The Bakery Apartments,
partially offset by a decrease at Jefferson Seymour. Interest expense
increased at The Bakery Apartments due to an adjustment made to
properly calculate interest on the mortgage loan. Interest expense
decreased at Jefferson Seymour due to the reduction of principal
balances on which interest is calculated. 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.
Depreciation and amortization expense decreased
from $516,745 in 1995 to $492,417 in 1996 and to $475,914 in 1997.
The decrease from 1996 to 1997 is the result of organizational fees
becoming fully amortized in 1996 at Shockoe Hearth and certain fixed
assets becoming fully depreciated in 1996 at The Bakery Apartments.
The decrease from 1995 to 1996 is due to personal property becoming
fully depreciated at The Bakery Apartments in 1995.
In 1997 losses of $422,000 were incurred at the
Registrant's three properties compared to $476,000 in 1996 and
$432,000 in 1995. A discussion of property operations/activities
follows:
In 1997, Registrant incurred a loss of $152,000 at
Jefferson/Seymour, including $128,000 of depreciation and amortization
expense compared to a loss of $150,000 including $128,000 of
depreciation and amortization expense in 1996 and a loss of $126,000
including $130,000 of depreciation and amortization expense in 1995.
The increase in the loss from 1996 to 1997 is due to a decrease in
rental income combined with an increase in maintenance and bad debt
expense partially offset by a decrease in utilities and interest
expense. Rental income decreased due to lower average occupancy of
residential units (92% to 89%), as well as lower average occupancy of
commercial space (46% to 17%). Maintenance expense increased due to
new carpeting installed in several units as well as roofing repairs
made at the property, and bad debt expense increased as a result of
the write-off of tenant receivables that were deemed uncollectible.
Utilities expense decreased due to a decline in the average occupancy
of residential units, and interest expense decreased due to the
reduction of principal balance on which interest expense is
calculated. 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.
In 1997, Registrant incurred a loss of $80,000 at
Shockoe Hearth including $99,000 of depreciation and amortization
expense compared to a loss of $115,000 including $103,000 of
depreciation and amortization expense in 1996 and a loss of $127,000
including $103,000 of depreciation and amortization expense in 1995.
The decrease in the loss from 1996 to 1997 is due to an increase in
rental income combined with a decrease in legal fees and amortization
expense, partially offset an increase in maintenance expense. Rental
income increased as a result of a scheduled rent increase for the sole
commercial tenant, as well as an increase in average rental rates of
residential units. Legal fees decreased since negotiations between
the property management and the sole commercial tenant were completed
in 1996. Amortization decreased due to organizational fees becoming
fully amortized in the fourth quarter of 1996. Maintenance expense
increased as a result of roofing repairs completed at the property.
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 property
management 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.
In 1997, Registrant incurred a loss of $190,000 at
the Bakery including $223,000 of depreciation and amortization expense
compared to a loss of $211,000 including $236,000 of depreciation and
amortization expense in 1996 and a loss of $179,000 including $252,000
of depreciation and amortization expense in 1995. The decrease in the
loss from 1996 to 1997 is due to a decrease in maintenance, corporate
apartment expense, depreciation, and insurance expense, partially
offset by a decrease in rental income and an increase in interest
expense and salaries and wages expense. Maintenance expense decreased
due to the replacement of carpeting in several units and extermination
services performed in 1996 which were not repeated in 1997. Corporate
apartment expense decreased due to lower rentals of corporate
apartments, and depreciation expense decreased due to certain fixed
assets becoming fully depreciated in 1996. Insurance expense
decreased due to lower premiums, and rental income decreased due to
lower average occupancy of residential units (95% to 92%). Interest
expense increased due to an adjustment made to properly calculate
interest on the mortgage loan, and salaries and wages expense
increased due to an increase in the salary of the property manager,
partially offset by a decrease in the wages of the maintenance
personnel. 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 salaries and wages 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. Salaries and
wages 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.
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, 1997 and 1996 and
the related consolidated statements of operations, changes in
partners' equity and cash flows for the years ended December 31, 1997,
1996, and 1995. 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 $3,705,621 and $3,943,320, as of December 31, 1997 and 1996,
respectively, and total revenues of $625,890 and $629,206,
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, 1997 and 1996,
and the results of their operations and their cash flows for the years
ended December 31, 1997, 1996, and 1995 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 2, 1998
<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, 1997 and 1996 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, 1997 and 1996, 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 30, 1998
<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, 1997 and 1996 14
Consolidated Statements of Operations for the Years Ended
December 31, 1997, 1996, and 1995 15
Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1997, 1996, and 1995 16
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1996, and 1995 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, 1997 and 1996
Assets
1997 1996
Rental properties at cost:
Land $ 248,856 $ 248,856
Buildings and improvements 10,915,625 10,896,321
Furniture and fixtures 155,592 155,592
---------- ----------
11,320,073 11,300,769
Less - accumulated depreciation (3,195,801) (2,755,349)
---------- ----------
8,124,272 8,545,420
Cash and cash equivalents 28,549 33,160
Restricted cash 95,609 91,969
Accounts receivable 24,505 17,901
Other assets (net of accumulated
amortization of $264,054 and $228,889) 79,944 83,070
---------- ----------
Total $ 8,352,879 $ 8,771,520
========== ==========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $ 6,085,969 $ 6,154,278
Accounts payable:
Trade 579,708 482,016
Related parties 192,796 148,010
Interest payable 125,670 91,435
Tenant security deposits 61,038 67,040
Other liabilities 37,864 52,524
---------- ----------
Total liabilities 7,083,045 6,995,303
---------- ----------
Minority interests 444,459 500,332
Partners' equity 825,375 1,275,885
---------- ----------
Total $ 8,352,879 $ 8,771,520
========== ==========
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, 1997, 1996 and 1995
1997 1996 1995
Revenues:
Rental income $1,092,708 $1,081,821 $1,059,508
Interest income 300 1,540 2,491
--------- --------- ---------
Total revenues 1,093,008 1,083,361 1,061,999
--------- --------- ---------
Costs and expenses:
Rental operations 534,794 570,109 463,926
General and administrative 48,000 56,030 57,129
Interest 540,682 522,698 546,273
Depreciation and amortization 475,914 492,417 516,745
--------- --------- ---------
Total costs and expenses 1,599,390 1,641,254 1,584,073
--------- --------- ---------
Loss before minority interests (506,382) (557,893) (522,074)
Minority interests' portion of loss 55,873 61,784 52,546
--------- --------- ---------
Net loss ($ 450,509) ($ 496,109) ($ 469,528)
========= ========= =========
Net loss per limited partnership unit:
Loss before minority interests ($ 99.62) ($ 109.75) ($ 102.71)
Minority interests 10.99 12.15 10.34
--------- --------- ---------
($ 88.63) ($ 97.60) ($ 92.37)
========= ========= =========
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, 1997, 1996 and 1995
Diversified
Historic
Advisors Limited
1990 (1) Partners (2) Total
Percentage participation in profit or loss 1% 99% 100%
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
Net loss (4,505) (446,004) (450,509)
------ --------- ---------
Balance at December 31, 1997 ($25,778) $ 851,154 $ 825,376
====== ========= =========
(1) General Partner.
(2) 5,032 limited partnership units outstanding at December 31,
1997, 1996, and 1995.
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, 1997, 1996 and 1995
1997 1996 1995
Cash flows from operating activities:
Net loss ($450,509) ($496,109) ($469,528)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 475,914 492,417 516,745
Minority Interests (55,873) (61,784) (58,604)
Changes in assets and liabilities:
(Increase) decrease in restricted cash (3,640) 54,346 (1,835)
Increase in accounts receivable (6,604) (7,736) (544)
(Increase) decrease in other assets (32,337) 672 2,016
Increase in accounts payable - trade 97,692 67,786 47,260
Increase in accounts payable - related parties 44,786 76 29,741
Increase (decrease) in interest payable 34,235 68,139 (12,128)
(Decrease) increase in tenant security deposits (6,002) 3,911 6,045
(Decrease) increase in other liabilities (14,660) (9,128) 22,171
Net cash provided by operating ------- ------- -------
activities 83,002 112,590 81,339
------- ------- -------
Cash flows from investing activities:
Capital expenditures (19,304) (39,569) (13,050)
------- ------- -------
Net cash used in investing activities: (19,304) (39,569) (13,050)
------- ------- -------
Cash flows from financing activities:
Payments of principal under debt obligations (68,309) (44,977) (76,577)
------- ------- -------
Net cash used in financing activities: (68,309) (44,977) (76,577)
------- ------- -------
(Decrease) increase in cash and cash equivalents (4,611) 28,044 (8,288)
Cash and cash equivalents at beginning of year 33,160 5,116 13,404
------- ------- -------
Cash and cash equivalents at end of year $ 28,549 $ 33,160 $ 5,116
======= ======= =======
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $506,447 $454,559 $517,739
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 1997, 1996, and 1995).
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.
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 was $192,796 and $148,010
at December 31, 1997 and 1996, 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, 1997 are as follows:
1998 $147,906
1999 154,852
2000 162,145
2001 177,480
2002 185,417
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:
December 31,
1997 1996
------ ------
Mortgage loan; interest at 8% until January 1996 when $ 747,819 $ 756,566
interest resets based on a specified index; monthly
payments of $7,102 based on a 25 year amortization;
collateralized by the related rental property (A)
Note payable; interest at 1%; monthly payments of 272,626 272,626
principal and interest of $1,380; based on a 20-year
amortization schedule; due 2010
Mortgage loan; interest at the Fidelity Federal Savings 1,725,581 1,741,781
Bank prime plus 1.5% with a minimum of 10% and a maximum
of 15% (10% at December 31, 1997 and 1996) based on a
30-year amortization schedule; callable by the lender in
1997; principal due February 1, 2022; collateralized by
the related rental property (B)
Mortgage loan; interest at 8.25%; monthly payments of 2,984,137 3,018,995
$23,552 based on a 30-year amortization schedule,
collateralized by the related rental property; due
November 1999
Note payable to developer; interest at 9%; payments 161,533 169,386
based on 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 194,273 194,924
--------- ---------
$6,085,969 $6,154,278
========= =========
(A) The mortgage was sold in 1997. The partnership is in the
process of negotiating payment terms with the new holder of the
note.
(B) The lender called the note in 1997. The Partnership is in the
process of refinancing the mortgage loan. The proposed
refinancing has a principal balance of $1,799,000 bearing
interest at 8% and will be due in 2017.
Maturities of debt obligations at December 31, 1997, are as follows:
Year Ending December 31,
1998 $1,082,007
1999 3,169,344
2000 30,439
2001 33,626
2002 37,147
Thereafter 1,733,406
---------
$6,085,969
=========
NOTE H - INCOME TAX BASIS RECONCILIATION
Certain items enter into the determination of the results of
operations in different time periods for financial reporting ("book")
purposes and for income tax ("tax") purposes. The reconciliation of
net loss and partners' equity follows:
For the Years Ended December 31,
1997 1996 1995
------ ------ ------
Net loss - book ($ 450,509) ($ 496,109) ($ 469,528)
Excess of book over tax depreciation 134,039 160,384 185,200
Other timing differences 1,759 (1,379) 3,484
Minority Interest (15,699) (21,621) (31,983)
--------- --------- ---------
Net loss - tax ($ 330,410) ($ 358,725) ($ 312,827)
========= ========= =========
Partners' equity - book $ 825,376 $1,275,885 $1,771,994
Costs of issuance 638,660 638,660 638,660
Cumulative book over tax loss 504,000 383,901 246,517
Basis reduction (1,565,104) (1,565,104) (1,565,104)
--------- --------- ---------
Partners' equity - tax $ 402,932 $ 733,342 $1,092,067
========= ========= =========
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
Costs
Capitalized
Subsequent to
Acquisition
Initial Cost
to Partnership
(b)
Buildings and
Description (a) Encumbrances Land Improvements Improvements
(e)
30 unit apartments
and 665 square feet
of commercial space
in Hartford, CT $1,020,445 - $3,027,000 $261,665
29 unit apartments
and 14,451 square feet
of commercial space
in Richmond, VA 1,725,581 186,381 2,287,980 353,425
68 unit apartments in
New Orleans, LA 3,339,943 62,475 5,103,816 37,331
--------- ------- ---------- -------
$6,085,969 $248,856 $10,418,796 $652,421
========= ======= ========== =======
Gross Amount at which
Carried at December 31,
1997
Buildings
and Accum. Date of Date
Description (a) Land Improvements Total Depr. Constr. Acquired
(b)(c) (c)(d) (d) (a)
30 unit apartments
and 665 square feet
of commercial space
in Hartford, CT $3,288,665 $3,288,665 $1,012,554 1990 1990
29 unit apartments
and 14,451 square feet
of commercial space
in Richmond, VA 186,381 2,641,405 2,827,786 729,748 1990 1990
68 unit apartments in
New Orleans, LA 62,475 5,141,147 5,203,622 1,453,499 1991 1991
------- ---------- ---------- ---------
$248,856 $11,071,217$11,320,073 $3,195,801
======= ========== ========== =========
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
NOTES TO SCHEDULE XI
December 31, 1997
(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, 1997,
for Federal income tax purposes is approximately $8,320,471.
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:
1997 1996 1995
------ ------ ------
Balance at beginning of year $11,300,769 $11,261,200 $11,248,150
Additions during the year:
Improvements 19,304 39,569 13,050
---------- ---------- ----------
Balance at end of year $11,320,073 $11,300,769 $11,261,200
========== ========== ==========
Reconciliation of accumulated depreciation:
Balance at beginning of year $ 2,755,349 $ 2,301,499 $ 1,834,659
Depreciation expense for the year 440,452 453,850 466,840
---------- ---------- ----------
Balance at end of year $ 3,195,801 $ 2,755,349 $ 2,301,499
========== ========== ==========
(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. 1990
("Dover Advisors")
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.
Donna M. Zanghi (age 41) 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 33) 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 1997.
b. Compensation Pursuant to Plans - Registrant has no
plan pursuant to which compensation was paid or distributed during
1997, 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 1997 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 1995 to 1997.
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.
<PAGE>
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, 1997
and 1996.
b. Consolidated Statements of Operations for the Years
Ended December 31, 1997, 1996 and 1995.
c. Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1997, 1996 and 1995.
d. Consolidated Statements of Cash Flows for the Years
Ended December 31, 1997, 1996 and 1995.
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 Number
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, 1997.
(c) Exhibits:
See Item 14 (A)(3) above.
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 20, 1998 By: Dover Historic Advisors 1990,
-------------- General Partner
By: Dover Historic Advisors, Inc., Ptr.
By: /s/ Jacqueline D. Reichman
--------------------------
JACQUELINE D. REICHMAN
Partner
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/ Jacqueline D. Reichman April 20, 1998
-------------------------- --------------
JACQUELINE D. REICHMAN
Partner
By: /s/ Michele F. Rudoi April 20, 1998
--------------------------- --------------
MICHELE F. RUDOI,
Assistant Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 28,549
<SECURITIES> 0
<RECEIVABLES> 24,505
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,320,073
<DEPRECIATION> 3,195,801
<TOTAL-ASSETS> 8,352,879
<CURRENT-LIABILITIES> 772,504
<BONDS> 6,085,969
0
0
<COMMON> 0
<OTHER-SE> 1,269,834
<TOTAL-LIABILITY-AND-EQUITY> 8,352,879
<SALES> 0
<TOTAL-REVENUES> 1,093,008
<CGS> 0
<TOTAL-COSTS> 534,794
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 540,682
<INCOME-PRETAX> (450,509)
<INCOME-TAX> 0
<INCOME-CONTINUING> (450,509)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (450,509)
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</TABLE>
