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, 1998
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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 number 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.)
1609 WALNUT STREET, PHILADELPHIA, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 557-9800
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 Pennsylvania law. As of
December 31, 1998, 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 Condition 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 low income
housing tax credits. All 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, 1998, 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, 1998, 121 apartment units are under lease
at monthly rental rates ranging from $275 to $2,150 and14,451 sf of
the commercial/retail space is under lease at an annual rental rate of
$10.01 per sf. 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. With respect to
the two market rate properties, 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, 1998 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,
1998) bears interest at 1% and is due June 2010. The second note
payable of $920,000 (principal balance of $747,819 at December 31,
1998) bears interest at the lender's cost of funds plus 2 1/2%. In 1997,
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, 1998, 27 residential
apartments are under lease (90%) at monthly rents ranging from $375 to
$608 per month. As of December 31, 1998, none of the 665 sf of
commercial space is under lease. 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 97% for 1997, 92% for 1996, 92% for 1995 and 96% for 1994.
The monthly rental range has been approximately the same since 1994.
The occupancy for the commercial space was 17% for 1997, 46% for 1996,
50% for 1995 and 100% for 1994. The range for annual rents was $27.00
per sf for 1997, $27.00 per sf for 1996, $27.00 per sf for 1995 and
$27.00 per sf for 1994. There are no contingent rentals included in
income for the years ended December 31, 1998, 1997 and 1996. 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 per sf), consisting of the equity
contribution and $1,800,000 provided by a loan. The loan was
refinanced in May 1998. As refinanced, the loan is in the stated
amount of $1,890,500 (principal balance of $1,876,281 at December 31,
1998), bears interest at 8%, with monthly principal and interest
payments of $14,591 and maturing in 2013.
The property is managed by an independent property
management firm. As of December 31, 1998, all 29 of the apartments
are under lease with rents ranging from $275 to $865 per month, and
all of the commercial space is under lease by one tenant at an annual
rent of $10.01 per sf. All residential leases are renewable, one-year
leases. The occupancy rate was 98% for 1997, 100% for 1996, 96% for
1995 and 98% for 1994. The monthly rental range has been
approximately the same since 1994. The occupancy for the commercial
space was 100% for 1997, 100% for 1996, 100% for 1995 and 100% for
1994. The range for annual rents was $9.54 per sf in 1997, $9.08 per
sf in 1996, $8.65 per sf in 1995 and $8.30 per sf in 1994. 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 $151,940 per year. There are no
contingent rentals included in income for the years ended December 31,
1998 1997 and 1996. For tax purposes, this property has a basis of
$2,503,962 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. BAGP 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 and the other for $201,500 (principal balance of
$191,824 at December 31, 1998). The first loan bore 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.
The first loan was refinanced in November 1998. The new loan was for
$3,100,000 (principal balance of $3,100,000 at December 31, 1998)
bears interest at 6.775%, is payable in monthly payments of principal
and interest in the amount of $20,158 and is due in November 2008. In
March 1991, a $175,000 collateral mortgage note (principal balance of
$152,385 at December 31, 1998) 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, 1998, 65 units are under lease
(96%) with rents ranging from $500 to $2,150. All leases are
renewable, one-year leases. The occupancy rate was 94% for 1997, 95%
for 1996, 100% for 1995 and 93% for 1994. The monthly rental range
has been approximately the same since 1994. 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 0 units were
transferred of record in 1998.
b. As of December 31, 1998, there were 489 record
holders of Units.
c. Registrant did not declare any cash dividends in
1998 and 1997.
Item 6. Selected Financial Data
The following selected financial data are for the five
years ended December 31, 1998. 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.
1998 1997 1996 1995 1994
Rental income $1,109,060 $1,092,708 $1,081,821 $1,059,508 $1,026,467
Interest income 470 300 1,540 2,491 1,884
Net loss 442,499 450,509 496,109 469,528 482,279
Net loss per Unit 87.06 88.63 97.60 92.37 94.88
Total assets (net of 8,116,644 8,352,879 8,771,520 9,244,523 9,755,227
depreciation and
amortization)
Debt obligations 6,340,936 6,085,969 6,154,278 6,199,255 6,275,832
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
(1) Liquidity
As of December 31, 1998, Registrant had cash of
approximately $59,236. 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, 1998, Registrant had restricted
cash of $152,762 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
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 $442,499 ($87.06 per limited partnership unit) compared to a
loss of $450,509 ($88.63 per limited partnership unit) in 1997 and a
loss of $496,109 ($97.60 per limited partnership unit) in 1996 .
Rental income increased from $1,081,821 in 1996 to
$1,092,708 in 1997 to $1,109,060 in 1998. The increase from 1997 to
1998 is due to increases in rental income at both the Bakery and
Shockhoe Hearth due to increases in the average rental rates. The
increase 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 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%).
Expenses for rental operations decreased from
$570,109 in 1996 to $534,794 in 1997 and increased to $539,844 in
1998. The increase from 1997 to 1998 resulted from an increase in
maintenance expense at Shockhoe Hearth due to a higher turnover of
apartment units. 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).
Interest expense increased from $522,698 in 1996
to $540,682 in 1997 and decreased to $529,213 in 1998. The decrease
from 1997 to 1998 is the result of a decrease at Shockoe Hearth due
to a decrease in the interest rate from 10% to 8% in connection with
the May 1998 refinancing. 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.
Depreciation and amortization expense decreased
from $492,417 in 1996 to $475,914 in 1997 and increased to $489,088 in
1998. The increase from 1997 to 1998 is the result of amortization of
loan fees incurred in connection with the refinancings at both the
Bakery and Shockoe Hearth partially offset by a decrease at Jefferson
Seymour due to the fact that organization costs became fully amortized
in January 1998. 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.
In 1998 losses of $414,000 were incurred at the
Registrant's three properties compared to $422,000 in 1997 and
$476,000 in 1996. A discussion of property operations/activities
follows:
In 1998, Registrant incurred a loss of $145,000 at
Jefferson/Seymour, including $120,000 of depreciation and amortization
expense compared to a loss of $152,000 including $128,000 of
depreciation and amortization expense in 1997 and a loss of $150,000
including $128,000 of depreciation and amortization expense in 1996.
The decrease in the loss from 1997 to 1998 is the result of a decrease
in bad debt expense and amortization expense. Bad debt expense
decreased due to a write-off of tenant receivables in the third
quarter of 1997. Amortization expense decreased due to the fact that
organization costs became fully amortized in January 1998. 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.
In 1998, Registrant incurred a loss of $85,000 at
Shockoe Hearth including $104,000 of depreciation and amortization
expense compared to a loss of $80,000 including $99,000 of
depreciation and amortization expense in 1997 and a loss of $115,000
including $103,000 of depreciation and amortization expense in 1996.
The increase in the loss form 1997 to 1998 is mainly due to an
increase in amortization and maintenance expense partially offset by
an increase in rental income and a decrease in interest expense.
Amortization expense increased due to loan costs incurred in
connection of the refinancing of the first mortgage. Maintenance
expense increased due to a higher turnover of apartment units. Rental
income increased due to an increase in the average rental rates.
Interest expense decreased due to the refinancing of the first
mortgage which lowered the interest rate from 10% to 8%. 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.
In 1998, Registrant incurred a loss of $184,000 at
the Bakery including $239,000 of depreciation and amortization expense
compared to a loss of $190,000 including $223,000 of depreciation and
amortization expense in 1997 and a loss of $211,000 including $236,000
of depreciation and amortization expense in 1996. The decrease in the
loss from 1997 to 1998 is due to a decrease in wages and salaries and
corporate apartments expense and an increase in rental income
partially offset by an increase in amortization expense. Wages and
salaries decreased due to the replacement of employees with contracted
security service. Corporate apartments expense decreased due to a
decrease in the rental of corporate apartments. Rental income
increased due to an increase in the average rental rates.
Amortization expense increased due to the amortization of loan costs
incurred in connection with the refinancing of the first mortgage.
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.
Item7A. Quantitative and Qualitative Disclosures about Market
Risk
Not applicable.
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 sheet of
Diversified Historic Investors 1990 (a Pennsylvania Limited
Partnership) and subsidiaries as of December 31, 1998 and 1997 and the
related consolidated statements of operations and changes in partners'
equity and cash flows for the years ended December 31, 1998, 1997, and
1996. 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 audit. We did not
audit the financial statements of The Bakery Apartments General
Partnership, which statements reflect total assets of $3,620,782 and
$3,705,621 as of December 31, 1998 and 1997, respectively, and total
revenues of $624,484 and $625,890, 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 reports of the other auditors.
We conducted our audit 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 audit provides
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, 1998 and 1997,
and the results of their operations and their cash flows for the years
ended December 31, 1998, 1997, and 1996 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 24 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, 1999
<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, 1998 and 1997 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, 1998 and 1997, 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
February 10, 1999
<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, 1998 and 1997 13
Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1997, and 1996 14
Consolidated Statements of Changes in Partners' Equity for
the Years Ended December 31, 1998, 1997, and 1996 15
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997, and 1996 16
Notes to consolidated financial statements 17-22
Financial statement schedules:
Schedule XI - Real Estate and Accumulated Depreciation 24
Notes to Schedule XI 25
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, 1998 and 1997
Assets
1998 1997
Rental properties at cost:
Land $ 248,856 $ 248,856
Buildings and improvements 10,928,637 10,915,625
Furniture and fixtures 155,592 155,592
---------- ----------
11,333,085 11,320,073
Less - accumulated depreciation (3,636,531) (3,195,801)
---------- ----------
7,696,554 8,124,272
Cash and cash equivalents 59,236 28,549
Restricted cash 152,762 95,609
Accounts receivable 26,700 24,505
Other assets (net of accumulated
amortization of $314,312 and $264,054) 181,392 79,944
---------- ----------
Total $ 8,116,644 $ 8,352,879
========== ==========
Liabilities and Partners' Equity
Liabilities:
Debt obligations $ 6,340,936 $ 6,085,969
Accounts payable:
Trade 547,097 579,708
Related parties 166,699 192,796
Interest payable 221,346 125,670
Tenant security deposits 62,196 61,038
Other liabilities 5,151 37,864
---------- ----------
Total liabilities 7,343,425 7,083,045
---------- ----------
Minority interests 390,343 444,459
Partners' equity 382,876 825,375
---------- ----------
Total $ 8,116,644 $ 8,352,879
========== ==========
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, 1998, 1997 and 1996
1998 1997 1996
Revenues:
Rental income $1,109,060 $1,092,708 $1,081,821
Interest income 470 300 1,540
--------- --------- ---------
Total revenues 1,109,530 1,093,008 1,083,361
--------- --------- ---------
Costs and expenses:
Rental operations 539,844 534,794 570,109
General and administrative 48,000 48,000 56,030
Interest 529,213 540,682 522,698
Depreciation and amortization 489,088 475,914 492,417
--------- --------- ---------
Total costs and expenses 1,606,145 1,599,390 1,641,254
--------- --------- ---------
Loss before minority interests (496,615) (506,382) (557,893)
Minority interests' portion of loss 54,116 55,873 61,784
--------- --------- ---------
Net loss ($ 442,499)($ 450,509)($ 496,109)
========= ========= =========
Net loss per limited partnership unit:
Loss before minority interests ($ 97.70)($ 99.62)($ 109.75)
Minority interests 10.64 10.99 12.15
--------- --------- ---------
($ 87.06)($ 88.63)($ 97.60)
========= ========= =========
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, 1998, 1997 and 1996
Diversified
Historic
Advisors Limited
1990 (1) Partners (2) Total
Percentage participation in profit or loss 1% 99% 100%
Balance at December 31, 1995 ($16,312) $1,788,305 $1,771,993
Net loss (4,961) (491,148) (496,109)
------ --------- ---------
Balance at December 31, 1996 (21,273) 1,297,157 1,275,884
Net loss (4,505) (446,004) (450,509)
------ --------- ---------
Balance at December 31, 1997 (25,778) 851,153 825,375
Net loss (4,425) (438,074) (442,499)
------ --------- ---------
Balance at December 31, 1998 ($30,203) $ 413,079 $ 382,876
====== ========= =========
(1) General Partner.
(2) 5,032 limited partnership units outstanding at December 31,
1998, 1997, and 1996.
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, 1998, 1997 and 1996
1998 1997 1996
Cash flows from operating activities:
Net loss ($ 442,499) ($450,509) ($496,109)
Adjustments to reconcile net loss to net
cash (used in) provided by operating
activities:
Depreciation and amortization 489,088 475,914 492,417
Minority Interests (54,116) (55,873) (61,784)
Changes in assets and liabilities:
(Increase) decrease in restricted cash (57,153) (3,640) 54,346
Increase in accounts receivable (2,195) (6,604) (7,736)
(Increase) decrease in other assets (149,806) (32,337) 672
(Decrease) increase in accounts payable
- trade (32,611) 97,692 67,786
(Decrease) increase in accounts payable
- related parties (26,097) 44,786 76
Increase in interest payable 95,676 34,235 68,139
Increase (decrease) increase in tenant security 1,158 (6,002) 3,911
deposits
Decrease in other liabilities (32,713) (14,660) (9,128)
--------- ------- -------
Net cash (used in) provided by operating (211,268) 83,002 112,590
activities --------- ------- -------
Cash flows from investing activities:
Capital expenditures (13,012) (19,304) (39,569)
--------- ------- -------
Net cash used in investing activities: (13,012) (19,304) (39,569)
--------- ------- -------
Cash flows from financing activities:
Proceeds from debt refinancing 3,100,000 0 0
Payments of principal under debt obligations (2,845,033) (68,309) (44,977)
--------- ------- -------
Net cash provided by (used in) financing 254,967 (68,309) (44,977)
activities: --------- ------- -------
Increase (decrease) in cash and cash equivalents 30,687 (4,611) 28,044
Cash and cash equivalents at beginning of year 28,549 33,160 5,116
--------- ------- -------
Cash and cash equivalents at end of year $ 59,236 $ 28,549 $ 33,160
========= ======= =======
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 443,537 $506,447 $454,559
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 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 1998, 1997, and 1996).
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 it to
continue to hold 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 it to continue to hold 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. Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
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 $166,699 and $192,796
at December 31, 1998 and 1997, 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 related
properties.
NOTE E - LEASES
The Partnership's leases with commercial tenants are classified as
operating leases. These leases are generally for a period of three to
five years and provide for a fixed base rent plus a share of certain
operating costs.
Minimum future commercial rentals on operating leases as of December
31, 1998 are as follows:
1999 $151,940
2000 159,536
2001 167,512
2002 175,892
2003 29,550
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,
1998 1997
------ ------
Mortgage loan; interest at 8% until January 1996 when $ 747,819 $ 747,819
interest resets based on a specified index; monthly
payments of principal and interest of $7,102; based
on a 25-year amortization schedule; 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 8%; monthly payments of 1,876,281 0
principal and interest of $14,591; based on a
30-year amortization schedule; principal due June
2013; collateralized by the related rental property (B)
Mortgage loan; interest at the Fidelity Federal Savings 0 1,725,581
Bank prime plus 1.5% with a minimum of 10% and a maximum
of 15% (10% at December 31, 1997); monthly payments of
principal and interest of $16,275; based on a 30-year
amortization schedule; callable by the lender in 1997;
due February 2022; collateralized by the related rental
property (B)
Mortgage loan; interest at 6.775%; monthly payments 3,100,000 0
of principal and interest of $20,158; based on 30-year
amortization schedule; principal due November 2008;
collateralized by the related rental property (C)
Mortgage loan; interest at 8.25%; monthly payments of 0 2,984,137
principal and interest of $23,552; based on a 30-year
amortization schedule, collateralized by the related
rental property; due November 1999 (C)
Note payable to developer; interest at 9%; payments 152,386 161,533
based on positive cash flow of the property; due upon
sale of the property
Note payable to developer; interest at 8.25%; monthly
payments of principal and interest of $1,514; based on
a 30- year amortization schedule; collateralized by
the related rental property; due November 1999 191,824 194,273
--------- ---------
$6,340,936 $6,085,969
========= =========
(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 loan was refinanced in May 1998.
(C ) The loan was refinanced in November 1998.
Maturities of debt obligations at December 31, 1998, are as follows:
Year Ending December 31,
1999 $ 995,625
2000 63,061
2001 67,835
2002 72,975
2003 78,508
Thereafter 5,062,932
---------
$6,340,936
=========
NOTE H - INCOME TAX BASIS RECONCILIATION
Certain items enter into the determination of the results of
operations in different time periods for financial reporting ("book")
purposes and for income tax ("tax") purposes. The reconciliation of
net loss and partners' equity follows:
For the Years Ended December 31,
1998 1997 1996
------ ------ ------
Net loss - book ($ 422,499) ($ 450,509) ($ 496,109)
Excess of book over tax depreciation 176,436 134,039 160,384
Other timing differences 661 1,759 (1,379)
Minority Interest (30,386) (15,699) (21,621)
--------- --------- ---------
Net loss - tax ($ 275,788) ($ 330,410) ($ 358,725)
========= ========= =========
Partners' equity - book $ 382,876 $ 825,376 $1,275,885
Costs of issuance 638,660 638,660 638,660
Cumulative book over tax loss 670,713 504,000 383,901
Basis reduction (1,565,104) (1,565,104) (1,565,104)
--------- --------- ---------
Partners' equity - tax $ 127,145 $ 402,932 $ 733,342
========= ========= =========
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
Costs
Capitalized
Subsequent to
Acquisition
Initial Cost to
Partnership (b)
(b)
Buildings and
Description (a) Encumbrances Land Improvements Improvements
(e)
30 apartment units
and 665 square
feet of commercial
space in Hartford, CT $1,020,445 - $3,027,000 $261,665
29 apartment units
and 14,451 square feet
of commercial space in
Richmond, VA 1,876,281 186,381 2,287,980 353,425
68 apartment units in
New Orleans, LA 3,444,210 62,475 5,103,816 37,331
--------- ------- ---------- -------
$6,340,936 $248,856 $10,418,796 $652,421
========= ======= ========== =======
Gross Amount at which
Carried at December 31, 1998
Buildings
and Accum Date of Date
Description (a) Land Improvements Total Depr. Constr. Acq.
(b)(c) (c)(d) (a)
30 apartment units
and 665 square
feet of commercial
space in Hartford, CT - $3,288,665 $3,288,665 $1,143,201 1990 1990
29 apartment units
and 14,451 square feet
of commercial space in
Richmond, VA 186,381 2,654,417 2,840,798 835,664 1990 1990
68 apartment units in
New Orleans, LA 62,475 5,141,147 5,203,622 1,657,666 1991 1991
------- ---------- ---------- ---------
$248,856 $11,084,229 $11,333,085 $3,636,531
======= ========== ========== =========
<PAGE>
DIVERSIFIED HISTORIC INVESTORS 1990
(a limited partnership)
NOTES TO SCHEDULE XI
December 31, 1998
(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, 1998,
for Federal income tax purposes is approximately $8,333,483.
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:
1998 1997 1996
------ ------ ------
Balance at beginning of year $11,320,073 $11,300,769 $11,261,200
Additions during the year:
Improvements 13,012 19,304 39,569
---------- ---------- ----------
Balance at end of year $11,333,095 $11,320,073 $11,300,769
========== ========== ==========
Reconciliation of accumulated depreciation:
1998 1997 1996
------ ------ ------
Balance at beginning of year $ 3,195,801 $ 2,755,349 $ 2,301,499
Depreciation expense for the year 440,730 440,452 453,850
---------- ---------- ----------
Balance at end of year $ 3,636,531 $ 3,195,801 $ 2,755,349
========== ========== ==========
(D) See Note B to the financial statements for depreciation method
and lives.
(E) See Note E to the financial statements for further information.
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
1998, 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 1998 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 1996 to 1998.
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, 1998
and 1997.
b. Consolidated Statements of Operations for the Years
Ended December 31, 1998, 1997 and 1996.
c. Consolidated Statements of Changes in Partners' Equity
for the Years Ended December 31, 1998, 1997 and 1996.
d. Consolidated Statements of Cash Flows for the Years
Ended December 31, 1998, 1997 and 1996.
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 Document
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, 1998.
(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 26, 1999 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 26, 1999
-------------------------- --------------
Jacqueline D. Reichman
Partner
By: /s/ Michele F. Rudoi April 26, 1999
-------------------------- --------------
MICHELE F. RUDOI,
Assistant Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 59,236
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,333,085
<DEPRECIATION> 3,636,531
<TOTAL-ASSETS> 8,116,644
<CURRENT-LIABILITIES> 547,097
<BONDS> 6,340,936
0
0
<COMMON> 0
<OTHER-SE> 773,219
<TOTAL-LIABILITY-AND-EQUITY> 8,116,644
<SALES> 0
<TOTAL-REVENUES> 1,109,060
<CGS> 0
<TOTAL-COSTS> 539,844
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529,213
<INCOME-PRETAX> (442,499)
<INCOME-TAX> 0
<INCOME-CONTINUING> (442,499)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (442,499)
<EPS-PRIMARY> (87.06)
<EPS-DILUTED> 0
</TABLE>
