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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, 1998
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, 1998, 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 1998 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 6-8
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
Part III
Item 10. Directors and Executive Officers of Registrant 8-10
Item 11. Executive Compensation 10
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 11-13
Signatures 14
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, a portion of which may be sheltered from taxation, 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, 1998 was $24,956,391 before depreciation charges, of which
approximately 60% was funded by permanent loans.
The Partnership's residential apartment communities face competition
with 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 1998
Woodhills in Property Rental Income
West Carrollton, Approximately 15 acres as a 186-
Montgomery Co. unit multifamily community, $7,712,938 $1,147,802
Ohio consisting of 12 one-story villas, 54
two-story town-houses, 5 three-
story garden-style buildings
containing 120 units, a swimming
pool, volleyball court, and a
clubhouse.
Oakbrook
Reynoldsburg, Approximately 22 acres as a 181-
Franklin, Ohio unit multifamily community, $7,650,869 $1,171,839
consisting of 20 one-story villas, 81
two-story townhouses, 5 two-story
garden-style buildings containing
80 units, a swimming pool,
volleyball court and a clubhouse.
Deerfield Approximately 19 acres as a 223-
Union Township unit multifamily community,
(Greater Cincinnati consisting of 32 one- and two-story $9,592,584 $1,568,572
area) apartment buildings, a swimming
Clermont County, pool, volleyball court and a
Ohio clubhouse.
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, 1998, there were 524 holders of 500,000 Units of the
registrant. See Item 12, Security Ownership of Certain Beneficial Owners and
Management, herein.
Distributions of cash to the investors were $765,352, $574,009 and
$510,243 for the years ended December 31, 1998, 1997 and 1996, respectively, of
which 98% was allocated to Unitholders and 2% to the General Partners. Annual
distributions of cash to investors during the years ended December 31, 1995 and
1994 were $446,464, 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, 1998:
1998 1997 1996 1995 1994
Rental income $ 3,888,213 $ 3,846,316 $ 3,729,659 $ 3,597,317 $ 3,492,459
Net income/(loss) 40,949 (56,798) (204,011) (277,337) (379,539)
Net income/(loss)
per Unit .08 (.11) (.40) (.54) (.74)
Total assets 15,470,731 16,405,766 16,735,683 17,589,969 18,497,552
Mortgage loan
payable 14,177,678 14,385,782 14,202,270 14,387,506 14,556,855
Partners' capital 534,703 1,259,106 1,889,913 2,604,167 3,327,968
Cash distribution paid per Unit of assignee limited partnership interest from:
operations 1.40 1.13 1.00 .88 .88
return of capital .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 obligations.
In 1996, the properties generated cash flow yielding 4.35% on invested
capital and the General Partners maintained a 4% payout to investors. In 1997,
after a 4% distribution rate in the first and second quarters, the Partnership
increased the distribution rate to 6% in the third and fourth quarters.
Operating cash flow generated in 1997 fully funded the distributions. In 1998,
the Partnership continued its 6% distribution to partners. 1998 operating cash
flow of $563,743, coupled with capital improvement reserves established from the
1997 refinancing of $151,100, provided a 5.6% yield on invested capital. The
balance of the distribution was funded by Partnership reserves. On February 12,
1999, the Partnership made a cash distribution to its partners totaling
$191,327, representing an annualized return of 6% on invested capital. Based
upon the operating results through February 1999 and the budget for the
remainder of the year, operating cash flow in 1999 is expected to fully fund a
distribution rate of 6%.
The Partnership refinanced its mortgage loans with The Canada Life
Assurance Company in 1997. The new loan amounts were sufficient to establish a
capital improvement reserve of $285,000. The Partnership utilized $134,000 and
$151,000 in 1997 and 1998, respectively, to fund improvements at each of the
three properties. The funds were utilized primarily for roof repairs, brick
re-pointing, parking lot re-surfacing, as well as upgrades to the apartment and
clubhouse interiors. These improvements have enhanced the curb appeal of the
properties. The Partnership does not anticipate an outlay for any other
significant capital improvements or repair costs that might adversely impact its
liquidity in 1999.
Results of Operations
Rental revenues increased $41,897, or 1%, for the year ended December
31, 1998 as compared to the year ended December 31, 1997. This slight increase
resulted primarily from higher rental revenues at the Cincinnati property.
Collectively, the properties' aggregate occupancy level remained flat at
approximately 93% in both 1997 and 1998. Market rental rates were increased at
each property. The average rental rate for the portfolio increased from $572 in
1997 to $589 in 1998, representing an increase of approximately 3%.
Concurrently, in an effort to maintain occupancy levels, management increased
the level of rental concessions at both the Dayton and Columbus properties. As a
result, aggregate revenues for the three properties show marginal growth when
compared to last year.
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 4% in 1998 when compared to 1997. The majority
of the increase was due to higher maintenance and advertising expenses. The
higher maintenance expense is associated with apartment interior upgrades and
community improvements designed to enhance the leasing efforts of the staff.
Advertising costs are higher due to the increased marketing efforts targeted at
improving the occupancy levels at the Dayton and Columbus properties. Total
operating expenses, excluding interest charges, depreciation and amortization
increased by 5% in 1997 when compared to similar expenses in 1996.
The slight increase in revenues, coupled with higher operating expenses
(excluding interest charges, depreciation and amortization) resulted in a slight
decrease of approximately$24,500 (or 1%) in the net operating income of the
property during 1998 when compared to 1997. Previously, the property's net
operating income increased 2% in 1997 when compared to 1996.
Interest expense on the Partnership's mortgage loans decreased $80,718
during 1998 when compared to 1997 due to the refinancing of the loans in
February, 1997.
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Results of Operations (continued)
Capital expenditures to the three communities during 1998 totaled
$301,143 and consisted of improvements to the buildings and roofs, curb
replacement, asphalt repair, drivepath resurfacing, exterior lighting and unit
upgrades (including painting and carpet and appliance replacements). Similar
improvements to the properties totaled $209,786 and $117,569 in 1997 and 1996,
respectively.
The average occupancy level experienced at the Oakbrook property in
Columbus, Ohio, was 93.5% in 1998, essentially unchanged from 1997. Revenues
received at Oakbrook increased by $3,000 in 1998 versus 1997, due to higher
rental rates. The average market rental rate increased from $566 in 1997 to $577
in 1998. Higher rental concessions offered during 1998 offset a portion of the
increased revenue attributed to the rate increases. Until occupancy levels
improve and stabilize in the mid to upper ninety percent range, no significant
rental rate increases can be anticipated. Management's goal in 1999 is to
improve and stabilize the occupancy level at 95% and reduce the level of
concessions offered at the community. Since the end of 1998 occupancy levels
have trended positively and as of the first week in March, the community is 98%
occupied.
At the Woodhills property, in Dayton, Ohio, the average occupancy level
in 1998 was 90%, 3% less than in 1997. While market rental rates on selected
units were increased, higher rental concessions coupled with reduced occupancy
levels resulted in a decrease in revenues of $30,000 in 1998 when compared to
1997. Management remains optimistic the improvements made to the property in
1998, coupled with on-site administrative changes and a focused marketing
effort, will produce improved occupancy levels at the community. The trend in
occupancy level at the property has been favorable throughout the early part of
the 1999. As of the first week in March the property was 94% occupied.
Deerfield, our Cincinnati, Ohio property experienced an increase in its
annual average occupancy level from 94% in 1997 to 96% in 1998. The effective
rental rates at the property increased 3.4%, from $587 in 1997 to $607 in 1998.
Rental revenues received during 1998 increased $70,000 (or 5%) when compared to
1997. Management's goal in 1998 is to maintain occupancy 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 increasing rental rates experienced at each of the properties. We are
optimistic the recent favorable trends at both Woodhills and Oakbrook can be
sustained throughout 1999.
Year 2000
The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Partnership's computer programs that have time-sensitive hardware and software
may recognize a date using (00) as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including among other things, a temporary inability to process
transactions, collect rents, or engage in similar normal business activities.
Management has completed its assessments of its information technology
systems (IT) and non-IT systems to assess their Year 2000 readiness. Critical
systems include, but are not limited to, accounts receivable and rent
collections, fixed assets, and security systems. In order for these systems to
function properly with respect to the Year 2000 and thereafter, the Partnership
may need to modify or replace portions of its software. The partnership will
utilize both internal and external resources to modify or replace software. The
total cost of the Year 2000 project is estimated to be $2,032, $1,032 of which
has been incurred to date. Management anticipates that the aforementioned
modifications which are currently in process and expected to be completed by
March 31, 1999, will remediate any Year 2000 problems.
Various third-party vendors have been queried on their Year 2000
readiness. To date, Management is not aware of any significant suppliers or
vendors with a Year 2000 issue that could materially impact the Partnership.
However, lack of readiness by utilities, financial institutions or governmental
agencies could pose significant
-7-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Year 2000 (continued)
impediments to the Partnership's ability to carry on normal operations. There
can be no assurances that the systems of other companies on which the
Partnership's systems rely, will be timely converted and would not have an
adverse effect on the Partnership's systems.
Management believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. Contingency plans involve system
enhancement, manual workarounds, and adjusting staffing strategies.
Nevertheless, management believes that it could continue its normal business
operations if compliance is delayed. The Partnership does not believe that the
Year 2000 issue will material impact its results of operations, liquidity, or
capital resources.
Item 8. Financial Statements and Supplementary Data
The financial statements, included on pages 5 through 15 of the 1998
Annual Report are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
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 limited 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.
-8-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 10. Directors and Executive Officers of the Registrant (continued)
The Development General Partner (continued)
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 59, 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
30 years in manufacturing, land development and marketing. Mr. Riedel has been
an officer or director of Benchmark Communities, Inc. for 24 years and has held
management positions for his entire 34 year career with Benchmark Communities,
Inc. He graduated Cum Laude from Michigan State University in 1961, majoring in
Industrial Management.
Edward L. Patch, age 44, has been the Treasurer, Secretary and Director of
Benchmark Equities, Inc. and Vice President of Operations and Treasurer of
Benchmark Communities, Inc. since 1990. His responsibilities include finance and
operations. He was President of Benchmark Capital from 1989 to 1990. Prior to
joining Benchmark Capital, Mr. Patch was Treasurer of Oberer Development Co.
Enterprises from 1985 to 1989, Treasurer of C. H. Huber Enterprises from 1981 to
1985 and the Controller of the W. B. Marvin Manufacturing Co. Mr. Patch
graduated from Wright State University with a degree in Business Administration
and is a Certified Public Accountant.
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.
The following individuals are the directors and principal officers of
Brown-Benchmark AGP, Inc.:
John M. Prugh, age 50, 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 46, 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 52, 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.
-9-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 10. Directors and Executive Officers of the Registrant (continued)
The Administrative General Partner (continued)
Timothy M. Gisriel, age 42, 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.
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 1998, 1997 and 1996, and to be paid to the General Partners and their
affiliates at December 31, 1998, see Note 5. "Related Party Transactions" in
Item 8. Financial Statements and Supplementary Data, herein.
-10-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. and 2. Index of Financial Statements and Financial
Statement Schedule
The following financial statements of Brown-Benchmark Properties
Limited Partnership, included in the 1998 Annual Report of the
registrant to its partners are incorporated by reference in Item 8:
Balance Sheets
Statements of Operations
Statements of Partners' Capital
Statements of Cash Flows
Notes to Financial Statements
The following financial statement schedule of Brown-Benchmark
Properties Limited Partnership is included in Item 14(d):
Schedule III. Real Estate and Accumulated Depreciation
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and
therefore have been omitted.
3. Exhibits:
(3,4)Limited Partnership Agreement pages 1 through 41 of Exhibit A to
the Partnership's Registration Statement on Form S-11 (File No.
33-15480) incorporated herein by reference.
(13) Annual Report for 1998.
(23) Consent of Independent Auditors
(b) Reports on Form 8-K: None.
-11-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Page 1
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
FILE SCHIII
ITEM 14D
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 ENCUMBERANC LAND IMPROV. EQUIP IMPROV. EQUP
WOODHILLS $4,302,193 $245,000 $6,608,969 $540,981 $115,298 $202,690
WEST CARROLLTON, OHIO
186-Unit garden apartment
community on approx. 15 acres.
OAKBROOK 4,204,415 455,000 6,320,080 528,603 143,024 204,162
REYNOLDSBURG, OHIO
181-Unit garden apartment
community on approx. 22 acres.
DEERFIELD 5,671,070 557,000 8,129,417 669,000 96,567 140,600
UNION TOWNSHIP, OHIO
223-Unit garden apartment
community on approx. 19 acres.
$14,177,678 $1,257,000 $21,058,466 $1,738,584 $354,889 $547,452
-12-
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP Page 2
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
FILE SCHIII97
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 $6,724,267 $743,671 $7,712,938 $3,402,879 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 6,463,104 732,765 7,650,869 3,251,756 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 8,225,984 809,600 9,592,584 3,934,364 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 $21,413,355 $2,286,036 $24,956,391 $10,588,999
(1) 1998 1997 1996
REAL ACCUM. REAL ACCUM. REAL ACCUM.
ESTATE DEP ESTATE DEPREC. ESTATE DEPREC.
BALANCE AT BEGINNING OF PERIOD $24,655,249 $9,578,948 $24,445,462 $8,526,539 $24,327,893 $7,481,859
ADDITIONS 301,142 1,010,051 209,787 1,052,409 117,569 1,044,680
BALANCE AT CLOSE OF PERIOD $24,956,391 $10,588,999 $24,655,249 $9,578,948 $24,445,462 $8,526,539
(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $24,956,391 AT DECEMBER
31, 1998.
(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.
-13-
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: 3/19/99 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: 3/19/99 By: /s/ John M. Prugh
John M. Prugh
President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/22/99 By: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/19/99 By: /s/ Terry F. Hall
Terry F. Hall
Secretary
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/19/99 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Brown-Benchmark AGP, Inc.
Administrative General Partner
DATE: 3/23/99 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chairman, President and Director
Benchmark Equities, Inc.
Development General Partner
DATE: 3/23/99 By: /s/ Edward L. Patch
Edward L. Patch
Secretary, Treasurer and Director
Benchmark Equities, Inc.
Development General Partner
-14-
Consent of Independent Auditors
The Partners
Brown-Benchmark Properties
Limited Partnership
We consent to the incorporation by reference in this Annual Report (Form 10K) of
Brown- Benchmark Properties Limited Partnership of our report dated January 27,
1999 included in the 1998 Annual Report of Brown-Benchmark Properties Limited
Partnership
Our audits also included the financial statement schedule of Brown-Benchmark
Properties Limited Partnership listed in item 14(a). This schedule is the
responsibility of the Partnership's management. Our responsibility is to express
an opinion based on our audits. In our opinion, the financial statement schedule
referred to above, 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/Ernst & Young LLP
March 22, 1999
Baltimore, Maryland