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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
{ X } ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1999
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 000-16698
Brown-Benchmark Properties Limited Partnership
(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1209608
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
225 East Redwood Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to section 12(g) of the Act:
Assignee Units of Limited Partnership Interests
(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
As of December 31, 1999, there were 499,600 Units of Assignee Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established public trading market for the Units, the aggregate market
value of the Units held by non-affiliates of the Registrant cannot be
calculated.
Documents Incorporated by Reference
The Annual Report for 1999 is incorporated by reference.
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
INDEX
Page (s)
Part I
Item 1. Business 3
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote
of Security Holders 4
Part II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Item 7a. Quantitative and Qualitative Disclosures About Market Risk 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 7
Part III
Item 10. Directors and Executive Officers of Registrant 8-9
Item 11. Executive Compensation 9
Item 12. Security Ownership of Certain Beneficial Owners
and Management 10
Item 13. Certain Relationships and Related Transactions 10
Part IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 10-14
Signatures 15
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART I
Item 1. Business
Brown-Benchmark Properties Limited Partnership (the "Partnership") is a
Delaware limited partnership formed on June 1, 1987. The Partnership was formed
to develop and operate three residential multifamily communities ("Properties")
in Ohio. See Item 2, Properties, herein. The offering proceeds raised from the
sale of the Assignee Units (the "Units") and moderate leverage enabled the
Partnership to acquire the land and develop the three Properties. Construction
was completed at all three Properties by September of 1989.
The Partnership's objectives are to (i) preserve and protect
Unitholders' capital; (ii) obtain capital appreciation through increases in the
value of the Properties; and (iii) provide quarterly cash distributions to
Unitholders from income generated by the Properties's rental income.
The General Partners of the Partnership are Brown-Benchmark AGP, Inc., a
Maryland corporation (the "Administrative General Partner"), and Benchmark
Equities, Inc., an Ohio corporation (the "Development General Partner").
Pursuant to the Registration Statement, a minimum of 320,000 Units and
a maximum of 500,000 Units were registered under the Securities and Exchange Act
of 1933, as amended. On February 19, 1988, the minimum offering of $8,000,000
was subscribed and investors holding 320,000 Units were recognized on the books
of the Partnership, and on March 23, 1988, the Partnership completed the maximum
offering of $12,500,000 with the recognition on the books of the Partnership of
investors purchasing the remaining 180,000 Units.
Each of the Partnership's three Properties was constructed by an
affiliate of the Development General Partner under the terms of a guaranteed
fixed-price development agreement. The Partnership's investment in real estate
at December 31, 1999 was $25,120,681 before depreciation charges, of which
approximately 56% was funded by long- term loans.
The Partnership's residential apartment communities face competition
from similar properties in their locations. The competition is based on the
proximity of the Properties to area employers and commercial and retail
facilities. In addition, consideration has been given to the comparability of
quality, amenities, rental rates and unit sizes. The Partnership's annual report
discusses operations and current leasing information at the properties and is
incorporated by reference in Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K, herein.
Pursuant to the terms of a Property Management Agreement with the
Partnership, each of the Properties is managed by Benchmark Properties, Inc.,
the Property Manager. The Property Management Agreements are renewable on a
year-to-year basis and may be terminated by the Partnership upon 60 days notice
without cause. The Property Manager receives a Property Management Fee of 4.5%
of gross monthly operating revenues of each Property. Under the terms of the
Property Management Agreements, the Property Manager is responsible for
performing, or paying others to perform on its behalf, all leasing-related and
other property management services for the Properties. The management and
administration of the Partnership is performed by the General Partners or an
affiliate thereof. See Note 5, "Related Party Transactions," in Item 8.
Financial Statements and Supplementary Data, herein.
-3-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 2. Properties
The Partnership owns land and improvements as described below:
Name and Location Description of Properties Gross Investment 1999
in Property Rental Income
Woodhills Approximately 15 acres as a 186- unit multifamily $7,767,399 $1,169,836
West Carrollton, community, consisting of 12 one-story villas,
Montgomery County, 54 two-story town-houses, 5 three-story
Ohio garden-style buildings containing 120 units,
a swimming pool, volleyball court, and a clubhouse.
Oakbrook Approximately 22 acres as a 181-unit multifamily $7,715,080 $1,223,614
Reynoldsburg, community, consisting of 20 one-story villas,
Franklin County, 81 two-story townhouses, 5 two-story garden-style
Ohio buildings containing 80 units, a swimming pool,
volleyball court and a clubhouse.
Deerfield Approximately 19 acres as a 223- unit multifamily $9,638,202 $1,602,921
Union Township community, consisting of 32 one- and two-story
(Greater Cincinnati area) apartment buildings, a swimming pool, volleyball court
Clermont County, and a clubhouse.
Ohio
For additional information on the Properties, reference is made to Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, herein.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to the security holders for a vote
during the last quarter of the fiscal year covered by this report.
-4-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART II
Item 5. Market for Registrant's Common Equity and Related Partner Matters
An established public trading market for the Units does not exist and
the Partnership does not anticipate that a public market will develop. Transfer
of Units by an investor and purchase of Units by the Partnership may be
accommodated under certain terms and conditions. The Partnership Agreement
imposes certain limitations on the transfer of Units and may restrict, delay or
prohibit a transfer primarily if:
o the transfer of Units would result in 50% or more of all Units
having been transferred by assignment or otherwise within a
12-month period;
o such a transfer would be a violation of any federal or state
securities laws that may cause the Partnership to be classified
other than as a partnership for federal income tax purposes;
o such transfers would cause the Partnership to be treated as a
"publicly traded partnership" under Sections 7704 and 469(k) of
the Internal Revenue Code; and
o the transfer of Units would cause a technical termination of the
Partnership within meaning of Section 708(b)(1)(A) of the Internal
Revenue Code.
As of December 31, 1999, there were 508 holders of 500,000 Units of the
registrant. See Item 12, Security Ownership of Certain Beneficial Owners and
Management, herein.
Annual distributions of cash to the investors were $765,368, $765,352,
$574,009, $510,243 and $446,464 for the years ended December 31, 1999, 1998,
1997, 1996 and 1995, respectively, of which 98% was allocated to Unitholders and
2% to the General Partners. See Item 8, Financial Statements and Supplementary
Data, herein.
Item 6. Selected Financial Data
Revenues and net income (loss) information furnished below is for the
five years ended December 31, 1999:
1999 1998 1997 1996 1995
Rental income $ 3,996,371 $ 3,888,213 $ 3,846,316 $ 3,729,659 $ 3,597,317
Net income/(loss) 162,838 40,949 (56,798) (204,011) (277,337)
Net income/(loss)
per Unit .32 .08 (.11) (.40) (.54)
Total assets 14,636,231 15,470,731 16,405,766 16,735,683 17,589,969
Mortgage loans
payable 13,953,098 14,177,678 14,385,782 14,202,270 14,387,506
Partners' capital(deficit) (67,827) 534,703 1,259,106 1,889,913 2,604,167
Cash distribution paid per Unit of assignee limited partnership interest from:
operations 1.42 1.40 1.13 1.00 .88
return of capital .08 .10 - - -
The above selected financial data should be read in conjunction with
the financial statements and accompanying notes in Item 8, Financial Statements
and Supplementary Data, herein.
-5-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Partnership's liquidity is largely dependent on its ability to
maintain reasonably high occupancy levels, achieve rental rate increases as the
respective markets allow and to control operating expenses. The Partnership
currently has sufficient liquid assets from its rental revenues to satisfy its
anticipated operating expenditures and debt service obligation.
During 1999, the Partnership maintained a distribution to its partners
of 6% on invested capital. Operating net cash flow, as defined in the
Partnership Agreement, generated from the three apartment communities totaled
$724,551, and funded 95% of the distribution while the balance was funded from
reserves. On February 13, 2000, the Partnership made a cash distribution to its
partners totaling $191,342, representing an annualized return of 6% on invested
capital. Based upon the 2000 budget, operating cash flow is expected to fully
fund a distribution rate of 6% in 2000.
The Partnership does not anticipate an outlay for any significant
capital improvements or repair costs that might adversely impact its liquidity
in 2000.
Results of Operations
Rental revenues for the three apartment communities increased $108,158,
or 2.8%, for the year ended December 31, 1999 as compared to the year ended
December 31, 1998 versus an increase of $41,897, or 1% for the year ended
December 31, 1998 compared to the year ended December 31, 1997. The 1999
increase was a result of higher rental rates at each of the properties and
increased occupancy levels at both the Columbus and Dayton communities. The
average rental rate for the portfolio increased from $572 in 1997 to $589 in
1998 to $600 in 1999, representing an increase of approximately 3% in 1998 and
2% in 1999. Collectively, the properties' average occupancy level increased from
93% in 1997 and 1998, to 94% in 1999. In an effort to improve occupancy levels
in 1999, management increased the level of rental concessions for new leases at
both the Columbus and Dayton properties. As a result, aggregate revenues for the
three properties show marginal growth when compared to each of the prior year
periods.
Management remains diligent in its efforts to control operating
expenditures at each the three communities while preserving the invested
capital. Total operating expenses, excluding interest charges, depreciation and
amortization costs increased by 3.8% in 1999 when compared to 1998 and 4.1% in
1998 compared to 1997. The majority of the increase in 1999 was due to higher
compensation and benefits expenses. This increase was due to the higher wages
for new and existing employees, and an increase in the number of on
site-employees. The increase in operating expenses in 1998 was mainly
attributable to higher maintenance and advertising costs.
The increase in revenues, coupled with slightly higher operating
expenses (excluding interest charges, depreciation and amortization) resulted in
a slight increase of approximately $30,000 (or 1%) in the net operating income
of the combined properties during 1999 when compared to 1998. The properties net
operating income decreased slightly by 1% in 1998 when compared to 1997.
Interest expense on the Partnership's mortgage loans decreased $16,478
during 1999 when compared to 1998, due to amortization of the principal balance.
Interest expense decreased $80,718 during 1998 compared to 1997 due to
refinancing of the loans in February 1997. Additionally the Partnership made
principal payments totaling $224,580 in 1999 versus $208,103 in 1998.
Capital expenditures for all three communities during 1999 totaled
$164,289 and consisted of improvements to the buildings and roofs, curb
replacement, asphalt repair, drive path resurfacing, exterior lighting and unit
upgrades (including painting, carpet and appliance replacements). Similar
improvements to the properties totaled $301,143 and $209,787 in 1998 and 1997
respectively.
The average occupancy level experienced at the Oakbrook property in
Columbus, Ohio, was 96% in 1999, representing an increase of 2.5% from 1998. The
average market rental rate increased from $577 in 1998 to $587 in 1999. As a
result, revenues received at Oakbrook increased by $51,775 in 1999 versus 1998.
Management's goal in
-6-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Results of Operation (continued)
2000 is to maintain occupancy levels at 95%, while reducing the level of
concessions offered at the community.
At the Woodhills property, in Dayton, Ohio, the average occupancy level
in 1999 was 92%, 2% greater than in 1998. The average market rental rate
increased from $578 in 1998 to $587 in 1999. As a result, revenues received at
Woodhills increased by $22,034 in 1999 versus 1998. Management remains
optimistic that the improvement in 1999 will produce improved performance at the
community in 2000.
Deerfield, our Cincinnati, Ohio property maintained occupancy levels of
96% for the second consecutive year. In addition, rental concessions were
reduced from $7,295 in 1998 to $4,291 in 1999. The average effective rental rate
at the property increased from $607 in 1998 to $625 in 1999. As a result, rental
revenues received increased $34,349 in 1999 versus 1998. Management's goal in
2000 is to maintain occupancy levels in excess of 95% while implementing rental
rate increases as the market will allow.
Management is committed to sustaining the positive trends in occupancy
levels and rental rates experienced at each of the properties. We are optimistic
the recent favorable trends at all three properties can be sustained throughout
2000.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Inapplicable
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements:
Page(s)
Herein Annual Report
Independent Auditors' Report 11 4
Independent Auditors' Report 12
Balance Sheets 6
Statements of Operations 7
Statements of Partners' Capital (Deficit) 8
Statements of Cash Flows 9
Notes to Financial Statements 10-15
Financial Statement Schedule
Schedule III - Real Estate and
Accumulated Depreciation 13-14
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the financial
statements or notes thereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
As reported in its Form 8-K filed on November 5, 1999, the Partnership
changed its independent auditors in 1999. The Partnership had no disagreements
with the prior accountants on accounting or financial disclosure issues.
-7-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART III
Item 10. Directors and Executive Officers of the Registrant
The General Partners of the Partnership are Brown-Benchmark AGP, Inc.,
the Administrative General Partner, and Benchmark Equities, Inc., the
Development General Partner. The Partnership's principal executive offices are
located at 225 East Redwood Street, Baltimore, Maryland 21202, telephone (410)
727-4083. The General Partners have primary responsibility for overseeing the
performance of those who contract with the Partnership, as well as making
decisions with respect to the financing, sale and liquidation of the
Partnership's assets. The General Partners are responsible for all reports to
and communications with investors and others, all distributions and allocations
to investors, the administration of the Partnership's business and all filings
with the Securities and Exchange Commission and other federal or state
regulatory authorities. The Partnership's Partnership Agreement provides for the
removal of a General Partner and the election of successor general partners by
investors holding a majority of the Units.
The directors and executive officers of the Partnership are as follows:
The Development General Partner
Benchmark Equities, Inc., the Development General Partner, is an Ohio
corporation. Affiliated companies of the Development General Partner include its
parent, Benchmark Communities, Inc., formerly known as "Vindale Corporation,"
which was organized in 1946, and since 1978 has concentrated on the development,
construction and marketing of residential developments, Benchmark Homes, Inc.,
the general contractor for the properties and Benchmark Properties, Inc., the
property manager at the properties.
The Development General Partner and its Affiliates were engaged in all
aspects of the building and real estate development process, including
manufacturing the industrialized housing components in their plant, developing
the site, constructing the components on-site, landscaping and paving the site,
marketing the completed housing units and financing.
The following individuals are the directors and principal officers of
Benchmark Equities, Inc.:
Daniel P. Riedel, age 60, has been the Chairman, President and Director
of Benchmark Equities, Inc. since its inception in 1987. His responsibilities
include administration, marketing, finance and planning. His background includes
over 30 years in manufacturing, land development and marketing. Mr. Riedel has
been an officer or director of Benchmark Communities, Inc. for 25 years and has
held management positions for his entire 35 year career with Benchmark
Communities, Inc. He graduated Cum Laude from Michigan State University in 1961,
majoring in Industrial Management.
Deborah J. Maxson, age 37, has been Treasurer of Benchmark Equities, Inc.
and President of Benchmark Properties, Inc. since 1998. Prior to 1998 she was
the controller of Benchmark Properties, Inc. from 1988-1998. She has been with
Benchmark since 1986. She attended Fort Sterlacom Community College majoring in
accounting.
The Administrative General Partner
Brown-Benchmark AGP, Inc., the Administrative General Partner, is a
Maryland corporation and is wholly owned by Alex. Brown Realty, Inc. The
Administrative General Partner is responsible for administering the business of
the Partnership including providing clerical services, investor communications
services and reports, and for making all reports and filings to regulatory
authorities. The Administrative General Partner is reimbursed for such services
to the Partnership on a cost basis.
-8-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 10. Directors and Executive Officers of the Registrant (continued)
The Administrative General Partner (continued)
The following individuals are the directors and principal officers of
Brown-Benchmark AGP, Inc.:
John M. Prugh, age 51, has been a Director and President of the
Administrative General Partner since 1987 and of Alex. Brown Realty, Inc. and
Armata Financial Corp. since 1984. Mr. Prugh graduated from Gettysburg College
in 1970, and was designated a Certified Property Manager by the Institute of
Real Estate Management in 1979. He has worked in property management for H. G.
Smithy Co., in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland.
Since 1977, Mr. Prugh has been involved in managing, administering, developing
and selling real estate investment projects sponsored by Alex. Brown Realty,
Inc. and its subsidiaries.
Peter E. Bancroft, age 47, has been the Director and Vice President of the
Administrative General Partner since its inception in 1987. He has also been a
Senior Vice President of Alex. Brown Realty, Inc. and Armata Financial Corp.
since 1983. Mr. Bancroft graduated from Amherst College in 1974, attended the
University of Edinburgh, and received a J.D. degree from the University of
Virginia School of Law in 1979. Prior to joining Alex. Brown Realty, Inc. in
1983, Mr. Bancroft held legal positions with Venable, Baetjer and Howard and T.
Rowe Price Associates, Inc.
Terry F. Hall, age 53, has been the Secretary of the Administrative General
Partner and a Vice President and Secretary of, and Legal Counsel for, Alex.
Brown Realty, Inc. since 1989. Mr. Hall graduated from the University of
Nebraska-Lincoln in 1968, and received a J.D. degree from the University of
Pennsylvania Law School in 1973. Prior to joining Alex. Brown Realty, Inc. in
1989, Mr. Hall was a Partner at the law firm of Venable, Baetjer and Howard from
1981 to 1986 and an associate at the same firm from 1973 to 1981.
Timothy M. Gisriel, age 43, has been the Treasurer of the Administrative
General Partner and of Alex. Brown Realty, Inc. and Armata Financial Corp. since
1990. He was Controller of Alex. Brown Realty, Inc. and Armata Financial Corp.
from 1984 through 1990. Mr. Gisriel graduated from Loyola College in 1978 and
received his Masters of Business Administration degree from the Robert G.
Merrick School of Business, University of Baltimore in 1993. Prior to joining
Alex. Brown Realty, Inc. in 1984, Mr. Gisriel was an audit supervisor in the
Baltimore office of Coopers & Lybrand. He is a Maryland Certified Public
Accountant.
There is no family relationship among the officers and directors of the
Development General Partner or the Administrative General Partner.
Item 11. Executive Compensation
The officers and directors of the Administrative General Partner and
the Development General Partner received no compensation from the Partnership.
The General Partners are entitled to receive a share of cash distributions
and a share of profits and losses as described in the Agreement of Limited
Partnership. (See Note 9. "Partners' Capital" in Item 8. Financial Statements
and Supplementary Data, herein.)
For a discussion of compensation and fees to which the General Partners
are entitled, see Item 13, Certain Relationships and Related Transactions,
herein.
-9-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 12. Security Ownership of Certain Beneficial Owners and Management
No person is known to the Partnership to own beneficially more than 5%
of the outstanding assignee units of limited partnership interest of the
Partnership.
The Assignor Limited Partner, Brown-Benchmark Holding Co., Inc. an
affiliate of the Administrative General Partner, holds 40 Units representing a
beneficial interest in limited partnership interests in the Partnership. The
Units held by the Assignor Limited Partner have all rights attributable to such
Units under the Limited Partnership Agreement except that these Units of
assigned limited partnership interests are nonvoting.
The General Partners each have a 1% interest in the Partnership as
General Partners, but hold no Units of assigned limited partnership interests.
There are no arrangements, known to the Partnership, the operation of
which may at a subsequent date result in a change of control of the registrant.
Item 13. Certain Relationships and Related Transactions
The General Partners and their affiliates have and are permitted to
engage in transactions with the Partnership. For a summarization of fees paid
during 1999, 1998 and 1997, and to be paid to the General Partners and their
affiliates at December 31, 1999, see Note 5. "Related Party Transactions" in
Item 8. Financial Statements and Supplementary Data, herein.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements: See Index to Financial Statements and
Supplementary Data in Item 8 on page 8, herein.
2. Financial Statement Schedule: See Index to Financial Statements
and Supplementary Data in Item 8 on page 8, herein.
3. Exhibits:
(3, 4) Agreement of Limited Partnership on pages 1 through 39
of Exhibit A to the Fund's Registration Statement on Form
S-11 (File No. 33-38437) incorporated herein by reference.
(13) Annual Report for 1999.
(23) Consents of Independent Auditors
(b) Reports on Form 8-K:
The Partnership filed a Form 8-K dated November 5, 1999 to report a
change in its certifying accountants.
-10-
Independent Auditors' Report
The Partners
Brown-Benchmark Properties Limited Partnership:
Under date of January 21, 2000, we reported on the balance sheet of
Brown-Benchmark Properties Limited Partnership as of December 31, 1999, and the
related statements of operations, partners' capital (deficit) and cash flows for
the year then ended as contained in the 1999 Annual Report. These financial
statements and our report thereon are incorporated by reference in the Annual
Report on Form 10-K for 1999. In connection with our audit of the aforementioned
financial statements, we also audited the related financial statement schedule
as listed in the accompanying index. This financial statement schedule is the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on the financial statement schedule based on our audit.
In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.
/s/ KPMG LLP
Baltimore, Maryland
January 21, 2000
-11-
The Partners
Brown-Benchmark Properties
Limited Partnership
We have audited the accompanying balance sheet of Brown-Benchmark
Properties Limited Partnership at December 31, 1998, and the related statements
of operations, partners' capital (deficit) and cash flows for the two years in
the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 Brown-Benchmark Limited
Partnership at December 31, 1998, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
Baltimore, Maryland
January 27, 1999
-12-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Page 1
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
FILE SCHIII
COLUMN A COLUMN B C O L U M N C COLUMN D
COST CAPITAL
SUB. TO
INITIAL COST TO THE PARTNERSHIP ACQUISITION
FURN. FURN.
BLDG. & FIX & BLDG. & FIX. &
DESCRIPTION ENCUMBRANCES LAND IMPROV. EQUIP IMPROV. EQUP
WOODHILLS $4,234,044 $245,000 $6,608,969 $540,981 $118,511 $253,938
WEST CARROLLTON, OHIO
186-Unit garden apartment
community on approx. 15 acres.
OAKBROOK 4,137,815 455,000 6,320,080 528,603 143,024 268,373
REYNOLDSBURG, OHIO
181-Unit garden apartment
community on approx. 22 acres.
DEERFIELD 5,581,239 557,000 8,129,417 669,000 96,567 186,218
UNION TOWNSHIP, OHIO
223-Unit garden apartment
community on approx. 19 acres.
$13,953,098 $1,257,000 $21,058,466 $1,738,584 $358,102 $708,529
-13-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Page 2
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
FILE SCHIII99
COLUMN A C O L U M N E COLUMN F COLUMN G COL. H COLUMN I
GROSS AMOUNT AT WHICH CARRIED AT
CLOSE OF PERIOD
FURN. LIFE ON WHICH DEPREC
BLDG. & FIX ACCUM. DATE OF DATE IN LATEST INC. STMT
DESCRIPTION LAND IMPROV. EQUIP TOTAL DEPR CONST. ACQ. IS COMPUTED
WOODHILLS $245,000 $6,727,480 $794,919 $7,767,399 $3,694,745 1987/1988 10/87 Real prop. -25 yr S/L
WEST CARROLLTON, OHIO Pers. prop.-10 yr S/L
186-Unit garden apartment
community on approx. 15 acres.
OAKBROOK 455,000 6,463,104 796,976 7,715,080 3,533,907 1987/1988 10/87 Real prop. -25 yr S/L
REYNOLDSBURG, OHIO Pers. prop.-10 yr S/L
181-Unit garden apartment
community on approx. 22 acres.
DEERFIELD 557,000 8,225,984 855,218 9,638,202 4,294,970 1988/1989 08/88 Real prop. -25 yr S/L
UNION TOWNSHIP, OHIO Pers. prop.-10 yr S/L
223-Unit garden apartment
community on approx. 19 acres.
$1,257,000 $21,416,568 $2,447,113 $25,120,681 $11,523,622
(1) 1999 1998 1997
REAL ACCUM. REAL ACCUM. REAL ACCUM.
ESTATE DEP ESTATE DEPREC. ESTATE DEPREC.
BALANCE AT BEGINNING OF PERIOD $24,956,391 $10,588,999 $24,655,249 $9,578,948 $24,445,462 $8,526,539
ADDITIONS 164,290 934,623 301,142 1,010,051 209,787 1,052,409
BALANCE AT CLOSE OF PERIOD $25,120,681 $11,523,622 $24,956,391 $10,588,999 $24,655,249 $9,578,948
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $25,120,680 AT
DECEMBER 31, 1999.
(3) SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS FOR INFORMATION CONCERNING
TRANSACTIONS WITH AFFILIATES.
(4) SEE NOTE 6 OF NOTES TO THE FINANCIAL STATEMENTS FOR INFORMATION REGARDING
MORTGAGE LOAN AGREEMENTS, COLLATERALIZED BY THE LAND, BUILDINGS AND
IMPROVEMENTS.
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
BROWN-BENCHMARK PROPERTIES
LIMITED PARTNERSHIP
DATE: 3/29/00 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Administrative General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934 as amended,
this report has been signed by the following in the capacities and on the dates
indicated.
DATE: 3/29/00 By: /s/ John M. Prugh
John M. Prugh
President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/29/00 By: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/29/00 By: /s/ Terry F. Hall
Terry F. Hall
Secretary
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/29/00 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/24/00 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chairman, President and Director
Benchmark Equities, Inc.
Development General Partner
DATE: 3/24/00 By: /s/ Deborah J. Maxon
Deborah J. Maxson
Treasurer
Benchmark Equities, Inc.
Development General Partner
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