U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission File Number 0-20273
1999 Broadway Associates Limited Partnership
--------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 04-6613783
- ----------------------------------------------------------------- -------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114-9507
- ----------------------------------------------------------------- -------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (617) 570-4600
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
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
PART 1 - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
(In Thousands, Except Unit Data) 2003 2002
--------------- ---------------
Assets
Real estate, at cost:
Land $ 1,700 $ 1,700
Buildings and improvements, net of accumulated
depreciation of $27,467 (2003) and $25,856 (2002) 26,311 27,236
--------------- ---------------
28,011 28,936
Other Assets:
Cash and cash equivalents 2,536 2,292
Restricted cash 2,913 3,175
Other assets 356 519
Deferred rent receivable 2,616 2,295
Deferred costs, net of accumulated amortization
of $2,831 (2003) and $2,510 (2002) 2,248 2,173
--------------- ---------------
Total assets $ 38,680 $ 39,390
=============== ===============
Liabilities and Partners' Deficit
Liabilities:
Mortgage loan payable $ 48,887 $ 49,204
Accrued interest payable 325 338
Accounts payable and accrued expenses 1,184 1,278
Deferred lease termination fee 496 743
Payable to related party 254 325
Security deposits 110 109
--------------- -------------
Total liabilities 51,256 51,997
--------------- ---------------
Partners' Deficit:
Investor limited partners' deficit (460 units outstanding) (10,895) (10,925)
General Partner's deficit (1,681) (1,682)
--------------- ---------------
Total Partners' Deficit (12,576) (12,607)
--------------- ---------------
Total Liabilities and Partners' Deficit $ 38,680 $ 39,390
=============== ===============
See notes to consolidated financial statements.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(IN THOUSANDS, EXCEPT UNIT DATA) 2003 2002
--------------- ---------------
Revenues:
Rental $ 8,617 $ 8,712
Other 247 369
--------------- ---------------
Total revenues 8,864 9,081
--------------- ---------------
Expenses:
Real estate taxes 630 607
Payroll and payroll expense reimbursements 509 551
Operating expenses 486 550
Repairs and maintenance 815 790
Utilities 634 621
Management and other fees 598 601
General and administrative costs 97 151
Insurance 189 126
Depreciation 1,611 1,865
Amortization 295 400
--------------- ---------------
Total expenses 5,864 6,262
--------------- ---------------
Operating income 3,000 2,819
Non-operating income (expense):
Interest income 19 38
Interest expense (2,988) (3,013)
--------------- ---------------
Net income (loss) $ 31 $ (156)
=============== ===============
Net income (loss) allocated:
General Partner $ 1 $ (2)
Investor Limited Partners 30 (154)
--------------- ---------------
$ 31 $ (156)
=============== ===============
Net income (loss) allocated per unit:
Investor Limited Partners $ 65.22 $ (334.78)
=============== ===============
Distribution per unit of Investor Limited Partners interest $ - $ 143.48
=============== ===============
See notes to consolidated financial statements.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(IN THOUSANDS, EXCEPT UNIT DATA) 2003 2002
--------------- --------------
Revenues:
Rental $ 2,896 $ 3,019
Other 91 92
--------------- --------------
Total revenues 2,987 3,111
--------------- --------------
Expenses:
Real estate taxes 210 202
Payroll and payroll expense reimbursements 159 198
Operating expenses 158 161
Repairs and maintenance 275 207
Utilities 220 197
Management and other fees 196 198
General and administrative costs 48 75
Insurance 50 55
Depreciation 561 623
Amortization 114 134
--------------- --------------
Total expenses 1,991 2,050
--------------- --------------
Operating income 996 1,061
Non-operating income (expense):
Interest income 5 12
Interest expense (1,004) (1,013)
--------------- --------------
Net (loss) income $ (3) $ 60
=============== ==============
Net (loss) income allocated:
General Partners $ - $ 2
Investor Limited Partners (3) 58
--------------- --------------
$ (3) $ 60
=============== ==============
Net (loss) income allocated per unit:
Investor Limited Partners $ (6.52) $ 126.09
=============== ==============
See notes to consolidated financial statements.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)
UNITS OF INVESTOR
LIMITED LIMITED GENERAL
PARTNERSHIP PARTNERS' PARTNER'S
INTEREST DEFICIT DEFICIT TOTAL
---------------- --------------- ---------------- ----------------
Balance - January 1, 2003 460 $ (10,925) $ (1,682) $ (12,607)
Net income - 30 1 31
---------------- --------------- ---------------- ----------------
Balance - September 30, 2003 460 $ (10,895) $ (1,681) $ (12,576)
================ =============== ================ ================
See notes to consolidated financial statements.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS) FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002
--------------- ---------------
Cash Flows from Operating Activities:
Net income (loss) $ 31 $ (156)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 1,932 2,290
Amortization of deferred lease termination fee (247) (406)
Deferred rent receivable (321) (144)
Changes in assets and liabilities:
Other assets 163 113
Accrued interest payable (13) (13)
Accounts payable, accrued expenses, payable
to related party and security deposits (164) (393)
--------------- ---------------
Net cash provided by operating activities 1,381 1,291
--------------- ---------------
Cash Flows from Investing Activities:
Additions to buildings and improvements (686) (840)
Additions to restricted cash (1,643) (1,528)
Restricted cash released 1,905 875
Deferred costs (396) (65)
--------------- ---------------
Cash used in investing activities (820) (1,558)
--------------- ---------------
Cash Flows from Financing Activities:
Distribution to Partners - (67)
Principal payments on mortgage loan (317) (292)
--------------- ---------------
Cash used in financing activities (317) (359)
--------------- ---------------
Net Increase (Decrease) in Cash and Cash Equivalents 244 (626)
Cash and Cash Equivalents, Beginning of Period 2,292 2,916
--------------- ---------------
Cash and Cash Equivalents, End of Period $ 2,536 $ 2,290
=============== ===============
Supplemental Disclosure of Cash Flow Information:
Cash Paid For Interest $ 2,975 $ 3,001
=============== ===============
See notes to consolidated financial statements.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The accompanying financial statements reflect the accounts of 1999
Broadway Associates Limited Partnership (the "Investor Partnership"),
1999 Broadway Partnership (the "Operating Partnership") and 1999
Broadway LLC (the "Operating Company"). The Investor Partnership, the
Operating Partnership and the Operating Company are collectively
referred to as the "Partnership". These consolidated financial
statements, footnotes and discussions should be read in conjunction
with the consolidated financial statements, related footnotes and
discussions contained in the Investor Partnership's Annual Report on
Form 10-KSB for the year ended December 31, 2002.
The financial information contained herein is unaudited. In the opinion
of management, all adjustments necessary for a fair presentation of
such financial information have been included. All adjustments are of a
normal recurring nature. The balance sheet at December 31, 2002 was
derived from audited financial statements at such date.
The results of operations for the nine and three months ended September
30, 2003 and 2002 are not necessarily indicative of the results to be
expected for the full year.
2. RELATED PARTY TRANSACTIONS
The Partnership has incurred charges and made commitments to companies
affiliated by common ownership and management with Winthrop Financial
Associates, A Limited Partnership, the managing general partner of the
Investor Partnership (the "General Partner"). Related party
transactions with the General Partner and its affiliates include the
following:
a. The Partnership accrues to an affiliate of the General Partner
an annual property management fee equal to 5% of cash
receipts. For the nine months ended September 30, 2003 and
2002, management fees of $428,000 and $441,000, respectively,
were incurred.
b. The Investor Partnership pays or accrues to the General
Partner an annual partnership administration and investor
service fee, as provided for in the partnership agreement, of
$100,000, which, since 1990, has been increased annually by 6%
to its present level of approximately $226,000 per annum. Fees
of $170,000 and $160,000 were paid or accrued during the
periods ended September 30, 2003 and 2002, respectively.
c. The Partnership pays or accrues to an affiliate of the General
Partner a construction management fee equal to 5% of the
aggregate cost of each applicable construction project. Fees
of $33,000 and $31,000 were incurred during the nine months
ended September 30, 2003 and 2002, respectively, and have been
capitalized to the cost of buildings and improvements.
d. In March 2002, the General Partner received a $1,000
distribution of cash flow from operations. No distributions
were made during the nine months ended September 30, 2003.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. ALLOCATION OF LOSS AND DISTRIBUTION OF CASH FLOW
In accordance with the partnership agreement losses are allocated 1% to
the General Partner and 99% to the Limited Partners. Net income is
allocated 3% to the General Partner and 97% to the limited partners.
Cash flow is distributed 99% to the limited partners and 1% to the
General Partner until the limited partners have received an amount
equal to an annual 6% per annum noncumulative, noncompounded return on
their invested capital and the balance, if any, 97% to the limited
partners, and 3% to the General Partner.
4. PARTNERS DISTRIBUTION
For the nine months ended September 30, 2002, the Partnership
distributed $66,000 ($143.48 per unit) of cash from operations to the
limited partners and $1,000 to the General Partner. No distributions
were made during the nine months ended September 30, 2003.
5. SEGMENT INFORMATION
The Partnership has two reportable segments, the Office Tower and the
Garage. The Partnership evaluates performance based on net operating
income, which is income before depreciation, amortization, interest and
non-operating items.
Segment information for the nine months ended September 30, 2003 and
2002 is shown in the tables below (in thousands). The "Other" column
includes partnership administrative items and income and expense not
allocated to a reportable segment.
Office Parking
Tower Garage Other Total
---------------- ----------------- --------------- ----------------
2003
Rental income $ 8,617 $ - $ - $ 8,617
Other income 54 193 - 247
Interest income 17 - 2 19
Interest expense 2,894 94 - 2,988
Depreciation and amortization 1,871 35 - 1,906
Segment profit (loss) 162 64 (195) 31
Total assets 36,666 926 1,088 38,680
Capital expenditures 686 - - 686
2002
Rental income $ 8,712 $ - $ - $ 8,712
Other income 64 305 - 369
Interest income 31 - 7 38
Interest expense 2,917 96 - 3,013
Depreciation and amortization 2,230 35 - 2,265
Segment profit (loss) (143) 174 (187) (156)
Total assets 38,530 971 179 39,680
Capital expenditures 840 - - 840
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain
forward-looking statements and involve risks and uncertainties
(including changing market conditions, competitive and regulatory
matters, etc.) detailed in the disclosures contained in this Form
10-QSB and other filings with the Securities and Exchange Commission
made by the Registrant from time to time. The discussion of the
Registrant's liquidity, capital resources and results of operations,
including forward-looking statements pertaining to such matters, does
not take into account the effects of any changes to the Registrant's
operations. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a
number of factors, including those identified herein.
Liquidity and Capital Resources
The Registrant, through its effectively 99.9% ownership interest in
1999 Broadway LLC (the "Operating Company"), owns a 42-story office
tower located in Denver, Colorado together with a parking garage
located one and one-half blocks northeast of the office tower
(collectively, the "Property"). The Operating Company generates rental
revenue from the Property and is responsible for the Property's
operating expenses as well as its administrative costs.
The Registrant's level of liquidity based on cash and cash equivalents
increased by $244,000 for the nine months ended September 30, 2003, as
compared to December 31, 2002. The increase is due to $1,381,000 of
cash provided by operating activities which was substantially offset by
$820,000 of cash used in investing activities and $317,000 of cash used
for principal payments on the mortgage loan (financing activities).
Cash used in investing activities consisted of $686,000 of cash used
for improvements to real estate, primarily tenant improvements and
$396,000 of cash expended on leasing costs and commissions, which were
partially offset by a $262,000 net refund from restricted cash
accounts. In April 2003, the Registrant received a reimbursement of
approximately $900,000 in cash from the restricted cash accounts held
by the lender as a result of tenant improvements performed at the
property over the past year. The Property is approximately 87%
physically leased as of September 30, 2003 as compared to 86% at
September 30, 2002. At September 30, 2003, the Registrant had
$2,536,000 in cash and cash equivalents, of which approximately
$2,156,000 was invested primarily in money market mutual funds.
The Property has a heavy concentration of tenants in the technology and
telecommunications industries, both of which have been experiencing
severe decline. Notably, Lucent Technologies, which leases in excess of
11% of the Property, has vacated its space and is marketing it for
sublease. Although its lease is not scheduled to expire until 2005, its
recent financial reports indicate that the company is experiencing
financial difficulties. In the event that Lucent Technologies files for
bankruptcy, there is a substantial likelihood that its lease with the
Partnership would be rejected. Further, Encoda (formerly JDS Columbine)
has placed two floors of its space in the sublease market. Because of
the recent decline in the Denver real estate market, as leases expire
the Partnership may be unable to find a new tenant or tenants at rental
rates sufficient to generate cash flow in excess of its debt service
obligations.
On August 8, 2003, the Registrant entered into a lease with Mercy
Housing for approximately 34,200 feet of space, which represents 5.4%
of the Property. The initial term of the lease, which commences on
January 1, 2004, is 15 years and requires rental payments of an
effective rate of $15.61 per square foot.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Liquidity and Capital Resources (Continued)
The Partnership's only significant critical accounting policy relates
to the evaluation of the fair value of real estate. The Partnership
evaluates the need for an impairment loss on its real estate assets
when indicators of impairment are present and the undiscounted cash
flows are not sufficient to recover the asset's carrying amount. The
impairment loss is measured by comparing the fair value of the asset to
its carrying amount. The evaluation of the fair value of real estate is
an estimate that is susceptible to change and actual results could
differ from those estimates.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of
capital expenditures required at the Property to adequately maintain
the physical assets and the other operating needs of the Operating
Company. Such assets are currently thought to be sufficient for any
near-term and long-term needs of the Operating Company. As of September
30, 2003, the Registrant made no distributions to the partners. It is
not presently anticipated that distributions will resume, if at all,
until issues relating to the economic climate in the Denver area are
stabilized.
The Registrant could be affected by declining economic conditions as a
result of various factors that affect the real estate business
including the financial condition of tenants, competition, and
increased operating costs, including insurance costs.
At this time, it appears that the original investment objective of
capital growth from the inception of the Registrant will not be
attained and that the limited partners will not receive a complete
return of their invested capital. The extent to which invested capital
is refunded to the limited partners is dependent upon the performance
of the Property and the market in which it is located.
Recently Issued Accounting Standards
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and
Technical Corrections," which updates, clarifies and simplifies
existing accounting pronouncements. In part, this statement rescinds
SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt."
FASB No. 145 will be effective for fiscal years beginning after May 15,
2002. Upon adoption, enterprises must reclassify prior period items
that do not meet the extraordinary item classification criteria in APB
Opinion No. 30. This statement had no effect on the Partnership's
consolidated financial statements.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires
companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by
the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing or other exit or disposal activity. SFAS No.
146 is effective prospectively for exit and disposal activities
initiated after December 31, 2002; with earlier adoption encouraged.
This statement had no effect on the Partnership's consolidated
financial statements.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Recently Issued Accounting Standards (Continued)
In November 2002, the FASB issued Interpretation No. 45, Guarantors'
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. The Interpretation
elaborates on the disclosures to be made by a guarantor in its
financial statements about its obligations under certain guarantees
that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. This
Interpretation does not prescribe a specific approach for subsequently
measuring the guarantor's recognized liability over the term of the
related guarantee. The disclosure provisions of this Interpretation are
effective for the Partnership's December 31, 2002 financial statements.
The initial recognition and initial measurement provisions of this
Interpretation are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002. This Interpretation had no
effect on the Partnership's consolidated financial statements
In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities. This Interpretation clarifies the
application of existing accounting pronouncements to certain entities
in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk
for the entity to finance its activities without additional
subordinated financial support from other parties. The provisions of
the Interpretation will be immediately effective for all variable
interests in variable interest entities created after January 31, 2003,
and the Partnership will need to apply its provisions to any existing
variable interests in variable interest entities by no later than
December 31, 2004. The Partnership does not expect that this
Interpretation will have an impact on the Partnership's consolidated
financial statements.
In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133
on Derivative Instruments and Hedging Activities." This statement
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging
activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." The changes in this statement improve
financial reporting by requiring that contracts with comparable
characteristics be accounted for similarly. In particular, this
statement (1) clarifies under what circumstances a contract with an
initial net investment meets the characteristic of a derivative
discussed in SFAS No. 133, (2) clarifies when a derivative contains a
financing component, (3) amends the definition of an Underlying to
conform it to language used in FASB Interpretation No. 45, and (4)
amends certain other existing pronouncements. Those changes will result
in more consistent reporting of contracts as either derivatives or
hybrid instruments. This statement is effective for contracts entered
into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. The guidance should be applied
prospectively. The provisions of this statement that relate to SFAS No.
133 implementation issues that have been effective for fiscal quarters
that began prior to June 15, 2003, should continue to be applied in
accordance with their respective effective dates. In addition, certain
provisions relating to forward purchases or sales of when-issued
securities or other securities that do not yet exist, should be applied
to existing contracts as well as new contracts entered into after June
30, 2003. This statement had no effect on the Partnership's
consolidated financial statements.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Recently Issued Accounting Standards (Continued)
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity." The statement improves the accounting for certain financial
instruments that under pervious guidance, issuers could account for as
equity. The new statement requires that those instruments be classified
as liabilities in statements of financial position. SFAS No. 150
affects the issuer's accounting for three types of freestanding
financial instruments. One type is mandatorily redeemable shares, which
the issuing company is obligated to buy back in exchange for cash and
other assets. A second type, which includes put options and forward
purchase contracts, involves instruments that do or may require the
issuer to buy back some of its shares in exchange for cash or other
assets. The third type of instruments that are liabilities under this
statement is obligations that can be settled with shares, the monetary
value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the
issuers' shares. SFAS No. 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety. In
addition to its requirements for the classification and measurement of
financial instruments in its scope, SFAS No. 150 also requires
disclosures about alternative ways of settling the instruments and the
capital structure of entities, all of whose shares are mandatorily
redeemable. Most of the guidance in SFAS No. 150 is effective for all
financial instruments entered into or modified after May 31, 2003 and
otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. This statement had no effect on the
Partnership's consolidated financial statements.
Results of Operations
Net income for the nine months ended September 30, 2003 was $31,000 as
compared to a net loss of $156,000 for the nine months ended September
30, 2002. Operating results, before non-operating income (expense),
increased by $181,000 for the nine months ended September 30, 2003, as
compared to 2002, due to a decrease in expenses of $398,000, which was
partially offset by a decrease in revenues of $217,000. Operating
results, before non-operating income (expense), decreased by $65,000
for the three months ended September 30, 2003, as compared to 2002.
Revenue decreased by $217,000 for the nine months ended September 30,
2003, as compared to 2002, due to decreases in other income of $122,000
and in rental income of $95,000. Other income decreased due to lower
volume of billable services provided by the Property, including the
Garage operation. Rental income decreased due to a slight decrease in
physical occupancy during the quarter, which was partially offset by a
slight increase in rental rates.
Expenses decreased by $398,000 for the nine months ended September 30,
2003, as compared to 2002, primarily due to decreases in payroll and
payroll expense reimbursements ($42,000), depreciation ($254,000),
operating expenses ($64,000), general and administrative costs
($54,000) and amortization ($105,000). These decreases were partially
offset by increases in insurance ($63,000), real estate taxes ($23,000)
and repairs and maintenance ($25,000).
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
Results of Operations
Interest income declined primarily due to a decline in interest rates.
Interest expense decreased by $25,000 due to a decrease in the
outstanding balance of the loan.
QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
The Registrant does not have any financial instruments that would
expose it to market risk associated with the risk of loss arising from
adverse changes in market rates and prices. The Registrant's mortgage
note payable at September 30, 2003 is at a fixed rate of interest.
ITEM 3. CONTROLS AND PROCEDURES
The Partnership's management, with the participation of the
Partnership's Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Partnership's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended) as of
the end of the period covered by this report. Based on such evaluation,
the Partnership's Chief Executive Officer and Chief Financial Officer
have concluded that, as of the end of such period, the Partnership's
disclosure controls and procedures are effective.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibits required by Item 601 of Regulation S-B are filed
herewith and are listed in the attached Exhibit Index.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the period ended
September 30, 2003.
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
BY: WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP
MANAGING GENERAL PARTNER
BY: /s/ Michael L. Ashner
--------------------------------
Michael L. Ashner
Chief Executive Officer
BY: /s/ Thomas Staples
--------------------------------
Thomas Staples
Chief Financial Officer
DATED: November 14, 2003
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1999 BROADWAY ASSOCIATES LIMITED PARTNERSHIP
FORM 10-QSB SEPTEMBER 30, 2003
Exhibit Index
Exhibit Page No.
------- --------
31.1 Chief Executive Officer's Certification, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. 17 - 18
31.2 Chief Financial Officer's Certification, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. 19 - 20
32 Certification of Chief Executive Officer and Chief
Financial Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. 21
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