March 29, 1996
Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Boston Financial Apartments Associates, L.P.
Report on Form 10-K for Year Ended December 31, 1995
File No. 0-10057
Dear Sir/Madam:
Pursuant to the requirements of Rule 901(d) of Regulation S-T, enclosed is one
copy of subject report.
Please stamp and return the enclosed copy of this letter in the enclosed
stamped, self-addressed envelope to acknowledge receipt of this filing.
Very truly yours,
/s/Marie D. Ricciardi
Marie D. Ricciardi
Assistant Controller
<PAGE>
The total number of pages contained in this report and any exhibits or
attachments hereto is ___. Index for Exhibits appears on Page ___.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended Commission file
December 31, 1995 number
0-10057
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(Exact name of registrant as specified in its charter)
Delaware 04-2734133
(State of organization) (I.R.S. Employer
Identification No.)
101 Arch Street, 16th Floor
Boston, Massachusetts 02110-1106
(Address of Principal executive office) (Zip Code)
Registrant's telephone number, including area code 617/439-3911
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(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
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
Boston Financial Apartments Associates, L.P.
(A Limited Partnership)
1995 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Item 1 Business K-2
Item 2 Properties K-5
Item 3 Legal Proceedings K-8
Item 4 Submission of Matters to a
Vote of Security Holders K-8
PART II
Item 5 Market for the Registrant's Units
and Related Security Holder Matters K-9
Item 6 Selected Financial Data K-9
Item 7 Management's Discussion and Analysis
of Financial Condition and Results
of Operations K-12
Item 8 Financial Statements and Supplementary Data K-13
Item 9 Disagreements on Accounting and Financial
Disclosure K-13
PART III
Item 10 Directors and Executive Officers of the
Registrant K-14
Item 11 Management Remuneration K-15
Item 12 Security Ownership of Certain Beneficial
Owners and Management K-15
Item 13 Certain Relationships and Related Transactions K-15
PART IV
Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K K-16
SIGNATURES K-18
<PAGE>
PART I
Item 1. Business
Boston Financial Apartments Associates, L.P. (the "Partnership") is a limited
partnership formed on July 21, 1981, under the Uniform Limited Partnership Act
of the State of Delaware. The Partnership raised $21,910,000 of equity ("Gross
Proceeds") through the sale of limited partnership interests of $1,000 per unit
with a minimum purchase of five units. Such amounts exclude five unregistered
units previously acquired for $1,000 each by the initial limited partner, an
affiliate of the general partners.
The Partnership is engaged solely in the business of real estate investment.
Therefore, the Partnership's business is considered one segment and is presented
in that manner.
The Partnership has invested as a limited partner in other
limited partnerships ("Local Limited Partnerships") which own and operate
multi-family residential properties ("Properties") which are assisted by
federal, state or local government agencies pursuant to programs which do not
significantly restrict distributions to owners or the rate of return on
investments in such Properties. The investment objectives of the Partnership
include the following: (i) to preserve and protect the Partnership's capital,
(ii) to provide capital appreciation through appreciation in value of the
Properties, (iii) to provide "tax losses" during the early years of the
Partnership's operations which the Limited Partner may use to offset income from
other sources, (iv) to provide annual cash distributions to Partners derived
from distributions to the Partnership from Local Limited Partnerships and (v) to
build additional equity through reduction of mortgage loans of the Local Limited
Partnerships. There can be no assurance that the Partnership will attain any or
all of these investment objectives.
After completing its program of investment in Local Limited Partnerships during
1983, the Partnership had purchased interests in 15 Local Limited Partnerships,
each of which owned a Property with first mortgage financing provided under the
Section 221(d)(4) insurance program of the United States Department of Housing
and Urban Development ("HUD"). The original cost of real estate owned by Local
Limited Partnerships, inclusive of equity payments by the Partnership, was
$86,660,000.
On December 31, 1993, the Partnership transferred its interest in Captain's
Landing Associates, Ltd. to an unrelated party for a nominal amount. Also, on
January 12, 1994, Oakwood Terrace Associates, Ltd. was sold in a foreclosure
auction conducted by HUD. As a result of the foreclosure, the Partnership
disposed of its interest in the property. The Managing General Partner of
Overland Station Investment Company sold the property on January 12, 1995. From
the sale, the Partnership received $1,274,833 which was used to pay down an
acquisition note payable and make a distribution. A more detailed discussion of
the transactions is contained under Property Dispositions in Item 2 of this
Report on Form 10-K.
Table A on the following page lists the Local Limited Partnerships in which the
Partnership invested. Other significant information with respect to such Local
Limited Partnerships can be found in Item 2 of this Report on Form 10-K.
Although the Partnership's investments in Local Limited Partnerships are not
subject to seasonal fluctuations, the Partnership's equity in loss of Local
Limited Partnerships, to the extent it reflects the operations of individual
properties, may vary from fiscal quarter to fiscal quarter based upon changes in
occupancy and operating expenses as a result of seasonal factors.
<PAGE>
Table A
PARTNERSHIP DATA
(UNAUDITED)
<TABLE>
<CAPTION>
Total
Original Equity % Total
Date Property and Debt -- Original
Local Limited Property Interest Completion Occupancy Number of Local Limited Equity
Partnerships (A) Location Acquired Date at 12/31/95 (B) Apt. Units Partnerships (C) and Debt
- - ---------------- -------- -------- ---- --------------- ---------- ---------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Bear Creek ..................... Asheville, NC 08/25/83 1974 98% 140 $3,089,000 3.56%
Buttonwood Tree ................ Wichita, KS 03/29/82 1982 88% 216 8,341,000 9.62%
Captain's Landing (D) .......... Galveston, TX 10/14/82 1984 n/a 174 5,392,000 6.22%
Chelsea Village ................ Indianapolis, IN 07/02/82 1983 97% 246 9,179,000 10.59%
Mountain View .................. Johnson City, TN 12/08/82 1983 97% 60 2,249,000 2.60%
Oakdale Manor .................. Beaumont, TX 05/05/83 1981 83% 152 4,905,000 5.66%
Oakwood Terrace (D) ............ Chattanooga, TN 08/13/82 1983 n/a 100 3,254,000 3.75%
Overland Station (D) ........... Boise, ID 02/24/82 1978 n/a 160 4,480,000 5.17%
Park Hill ...................... Lexington, KY 04/22/82 1980 97% 132 3,935,000 4.54%
Pheasant Ridge ................. Moline, IL 07/07/82 1978 98% 216 5,526,000 6.38%
The Woods of Castleton ......... Indianapolis, IN 05/28/82 1983 92% 260 9,824,000 11.34%
Westpark Plaza ................. Chico, CA 04/05/82 1979 96% 240 7,519,000 8.68%
Woodbridge ..................... Bloomington, IN 07/09/82 1983 95% 140 5,321,000 6.14%
Woodmeade South ................ Knoxville, TN 04/07/82 1983 98% 242 8,619,000 9.95%
Youngstoun ..................... Hagerstown, MD 02/18/83 1984 86% 120 5,027,000 5.80%
---------- ---------- -----
2,598 86,660,000 100.00%
</TABLE>
(A) The Partnership's interest in profits and losses of each Local Limited
Partnership arising from normal operations is approximately 99%,
except for Youngstoun and Oakdale Manor, for which the percentages are
approximately 97% and 90%, respectively. Profits and losses arising
from certain capital transactions are allocated in accordance
with the respective Local Limited Partnership Agreements.
(B) Property Occupancy is shown as of each Local Limited Partnership's
respective fiscal year end, which is December 31, 1995.
(C) Includes equity contributed to the Local Limited Partnership plus the
outstanding principal balance of its mortgage loan at the date of
purchase (or, in the case of new construction projects, at HUD Final
Endorsement) and any notes made by the Partnership as part of its
original purchase.
(D) Partnership no longer holds an investment interest in Captain's Landing,
Oakwood Terrace and Overland Station as of December 31,1995.
<PAGE>
Approximately $1,022,000 of the Gross Proceeds was originally reserved and
invested in various securities to fund the ongoing operations of the
Partnership. The reserves were established to be used for working capital of the
Partnership and contingencies related to the ownership of Local Limited
Partnership interests. As of December 31, 1995, the reserve is approximately
$1,090,000. Management believes that the investment income earned on the
reserves, along with cash distributions received from Local Limited
Partnerships, to the extent available, will be sufficient to fund the
Partnership's ongoing operations. Reserves may be used to fund Partnership
operating deficits if the Managing General Partner deems funding appropriate.
The Partnership's primary source of working capital is income earned on the
reserves. Additionally, the Partnership expects to receive distributions from
cash flows from operations of its Local Limited Partnership interests in future
years. It is expected that these sources of funds will provide adequate working
capital to the Partnership.
Each Local Limited Partnership has, as its general partners ("Local General
Partners"), one or more individuals or entities not affiliated with the
Partnership or its General Partners. In accordance with the partnership
agreements under which such entities are organized ("Local Limited Partnership
Agreements"), the Partnership depends on the Local General Partners for the
management of each Local Limited Partnership. Not more than 10% of the total
original investment of the Partnership in Local Limited Partnerships, exclusive
of disposed properties, is invested in Local Limited Partnerships having a
common Local General Partner or affiliated group of Local General Partners,
except that (i) the Castleton, Chelsea and Woodbridge Local Limited
Partnerships, representing 30.62% of the total original investment, exclusive of
disposed properties, have affiliates of Gene B. Glick Company, Inc., as Local
General Partners, (ii) the Overland and Westpark Local Limited Partnerships,
representing 18.20% of the total original investment, exclusive of disposed
properties, have Federal Properties Investment Company or an affiliate as Local
General Partners, (iii) the Woodmeade and Mountain View Local Limited
Partnerships, representing 12.07% of the total original investment, exclusive of
disposed properties, have Hardaway Management Company as Local General Partners,
and (iv) the Bear Creek and Youngstoun Apartments, Phase II Local Limited
Partnerships, representing 10.24% of the total original investment, exclusive of
disposed properties, have Alco Group Limited Partners as Local General Partners.
The Local General Partners of the other Local Limited Partnerships were
identified in the Acquisition Reports. In the event of bankruptcy or default of
the Local General Partners, or other conditions as expressed in the Local
Limited Partnership Agreements, in certain cases, an affiliate of the
Partnership's Managing General Partner may elect to become an additional Local
General Partner.
The Properties owned by Local Limited Partnerships in which the Partnership has
invested are, and will continue to be, subject to competition from existing and
future apartment complexes in the same areas. The success of the Partnership
will depend on many factors, most of which are beyond the control of the
Partnership and which cannot be predicted at this time. Such factors include
general economic and real estate market conditions, both on a national basis and
in those areas where the Properties are located, the availability and cost of
borrowed funds, real estate tax rates, operating expenses, energy costs, and
government regulations. In addition, other risks inherent in real estate
investment may influence the ultimate success of the Partnership, including (i)
possible reduction in rental income due to an inability to maintain high
occupancy levels or adequate rental levels, (ii) possible adverse changes in
general economic conditions and adverse local conditions, such as competitive
overbuilding, or a decrease in employment or adverse changes in real estate
laws, including building codes, and (iii) the possible future adoption of rent
control legislation which would not permit the full amount of increased costs to
be passed on to the tenants in the form of rent increases, or which would
suppress the ability of the Local Limited Partnerships to generate operating
cash flow. In particular, changes in federal and state income tax laws affecting
real estate ownership or limited partnerships could have a material and adverse
effect on the business of the Partnership.
<PAGE>
The Partnership is managed by BFTG Residential Properties, Inc., the Managing
General Partner of the Partnership. To economize on direct and indirect payroll
costs, the Partnership, which does not have any employees, reimburses The Boston
Financial Group Limited Partnership ("Boston Financial"), an affiliate of the
General Partners, for certain expenses and overhead costs. A complete discussion
of the management of the Partnership is set forth in Item 10 of this Report on
Form 10-K.
Item 2. Properties
The Partnership owns limited partnership interests in twelve Local Limited
Partnerships which own and operate multi-family residential properties. The
Partnership also owns investments in securities in which its reserves are held.
Five of the Local Limited Partnerships are operating at deficits (net loss
adjusted for depreciation, mortgage principal payments and replacement reserve
payments). In past years, the Local General Partners funded these deficits
either through non-interest bearing project expense loans or subordinated loans,
repayable only out of cash flow or proceeds from a sale or refinancing of the
given project. Once a project achieves break-even, substantial amounts of cash
flow derived from its operations will be used to repay project expense loans and
subordinated loans until the loans are repaid in full. In certain cases, 50% of
distributable cash is distributed to the limited partners and 50% to the Local
General Partners to repay expense loans until the loans are repaid in full.
Thus, the timing and amount of distributable cash flow will be subject to the
amount of subordinated loans or project expense loans. To address current
deficits or other financial difficulties, Local General Partners are working to
increase rental income and reduce operating expenses, working with HUD to
reinstate mortgage loans to their original status, and have made voluntary
advances. Management may make voluntary advances from the Partnership's reserves
to a Local Limited Partnership encountering operating difficulties, if it is
deemed to be in the best interest of the Partnership to provide such funds.
Three of the Local Limited Partnership's mortgages have been assigned to HUD.
This excludes Mountain View Apartments and Woodmeade South Apartments, whose
circumstances are described below. Upon a loan assignment under the Section
221(d)(4) mortgage insurance program, HUD pays the lender the outstanding
principal and becomes the holder of the mortgage. HUD requires properties with
HUD-held mortgages in default to submit for approval a plan to bring the
mortgage note current within a reasonable period of time, usually three years.
Workout plans require a property to pay a certain percentage of the mortgage
interest and remit to HUD all cash remaining after project expenses have been
paid. Generally, HUD allows properties to cure defaults through a workout and
does not begin foreclosure proceedings as long as the terms of the approved
workout are being met.
HUD has a program to sell all performing and non-performing mortgages in a
public auction that is scheduled to take place on a region-by-region basis over
the next few years. The mortgages of Oakdale Manor, Woods of Castleton, and
Chelsea Village may be included in a future auction. The continued feasibility
of these properties may depend on the ability of the local general partner or
the Partnership or their respective affiliates to purchase the mortgages or to
negotiate a satisfactory arrangement with the buyer.
The mortgages of Mountain View Apartments and Woodmeade South Apartments were
included in the Southeast regional auction which was held during the first
quarter of 1995. A subsidiary of General Electric purchased the mortgage notes
at the auction. These two Local Limited Partnerships filed for bankruptcy
protection in 1995. Bankruptcy plans submitted by the partnerships became
effective on March 24, 1996. Under the bankruptcy plans, the Partnership was
given the opportunity to retain an equity interest in Mountain View and
Woodmeade in return for a substantial equity contribution. Management of the
Partnership determined that an additional contribution would not be in the best
interest of the Partnership. Consequently, the Partnership has lost, or will
soon lose, its equity interest in
<PAGE>
these two Local Limited Partnerships. The bankruptcies and the subsequent loss
of an equity interest in Mountain View Apartments and Woodmeade South Apartments
will have no material impact on the Partnership financial statements since the
Partnership is a limited partner and the two Local Limited Partnerships
currently have a carrying value of zero. However, the Partnership will be
precluded from realizing any residual value of the properties upon liquidation.
For tax purposes, there may be a gain on disposal of the Local Limited
Partnerships recognized by the Partnership. Limited Partners of the Partnership
will incur recapture tax. The total tax liability for the Limited Partners will
depend on the extent they have used current and suspended passive losses from
this investment.
Oakdale Manor, located in Beaumont, Texas, continues to experience large cash
flow deficits due to the region's economic difficulties. Vacancy rates for this
property have increased significantly during 1995, due to job losses in the
area. Prospects for improving occupancy are not good due to the age and
condition of the building and the continued depressed economic environment. As
of December 31, 1995, the occupancy rate was 83%. The property has been
operating under a HUD approved workout agreement since 1987. The latest workout
agreement with HUD has been in effect since 1993, and is due to renew in the
year ending July 31, 1996. For the year ended July 31, 1995, the property was
required to pay 75% of the interest due on the mortgage note. The same terms
apply to the year ended July 31, 1996. The mortgage of Oakdale Manor is slated
for inclusion in an auction, as described above, scheduled to take place in the
second quarter of 1996. If Oakdale Manor's mortgage note is sold in the auction,
it may be difficult or impossible to continue or renew the workout agreement.
Woods of Castleton and Chelsea Village, both located in Indianapolis, Indiana,
and sharing the same general partner, had experienced poor market conditions and
large operating deficits. As a result, the mortgage loans of both properties
were assigned to HUD in 1992 and have been in a workout agreement with HUD since
1994. Both properties are operating under the terms of the workout and generated
cash flow in 1995, but, per the terms of the workout, all cash flow must be used
to pay delinquent mortgage payments. The mortgage of Woods of Castleton Limited
Partnership is slated to be included in an auction, as described above, in the
second quarter of 1996. Chelsea Village has not received notification regarding
the date of its mortgage auction.
Buttonwood Tree Apartments, located in Wichita, Kansas, continues to be affected
by a weakened rental market with lower occupancy resulting in an operating
deficit for 1995. The Local General Partner is working on various alternatives
to increase occupancy. As of December 31, 1995, the property was 88% occupied.
Woodbridge Apartments II, located in Bloomington, Indiana operated at break-even
during 1995. The property refinanced its mortgage with HUD in 1994 which
resulted in a reduction of the interest rate to 8.75% from 9.75%. As a result of
capital improvements at the property in 1995, the occupancy level has improved
and is expected to remain strong. As of December 31, 1995, the property was 95%
occupied.
Youngstoun Apartments II, located in Hagerstown, Maryland, completed the
refinancing of its mortgage in late 1992. The lower interest rate obtained
through the refinancing has allowed the property to operate above break-even in
the past. However, the property has experienced a fluctuation of occupancy
during 1995 due to layoffs in the area and increased competition. The local
general partner has increased marketing efforts and used replacement reserves to
improve the property. He expects this to improve occupancy through 1996.
Westpark Plaza, located in Chico, California, has made distributions of excess
cash, but has been operating below break-even during the past nine months due to
lower occupancy and higher turnover costs. The Local General Partner has taken
measures to improve operations, and occupancy has risen to 96% at December 31,
1995.
<PAGE>
Bear Creek Apartments in Asheville, North Carolina, Park Hill Apartments in
Lexington, Kentucky and Pheasant Ridge in Moline, Illinois, have generated
steady cash flow and have made distributions of excess cash. These properties
continue to operate satisfactorily and management believes they will continue to
distribute cash to the Partnership, although no assurance can be given in this
regard.
The Partnership has invested in highly leveraged Local Limited Partnerships.
Since debt service is a fixed expenditure as well as a significant portion of
the operating expenses of a property, changing economic forces cause large
fluctuations in cash flow from operations; that is, highly leveraged investments
carry greater risk. As a result, break-even operations require higher revenues,
but cash flow from operations increases quickly as operations improve over
break-even. Conversely, deficits increase quickly as operations fall below
break-even.
Three of the Local Limited Partnerships have submitted financial statements to
the Partnership with modified reports from their auditors expressing substantial
doubt as to their ability to continue as going concerns ("going concern
reports"). These partnerships are Chelsea Village, The Woods of Castleton, and
Oakdale Manor. In general, auditors modify their reports in this regard when
substantial doubt has been raised about a partnership's ability to obtain
sufficient financial resources to meet its obligations.
Two of the Local Limited Partnerships, Woodmeade South Associates, LP and
Mountain View Associates, Ltd., did not submit audited financial statements
because they are in bankruptcy effective March 24, 1996.
At this time, the Partnership has a zero investment balance in all of the Local
Limited Partnerships. A zero investment balance occurs when the Partnership's
cumulative losses and distributions from such investment equal or exceed its
original investment in such Local Limited Partnership.
Property Dispositions
As previously reported, on December 31, 1993, the Partnership transferred its
interest in Captain's Landing to an unrelated purchaser for an amount equal to
the Partnership's costs associated with the transfer. The transfer of the
interest resulted in a capital gain which could be used by the investor to
offset passive losses, both current and suspended.
As previously reported, HUD foreclosed on Oakwood Terrace on January 12, 1994.
The disposition of this interest did not have any effect on income for financial
reporting purposes, as the net investment balance of the interest is zero.
However, for tax purposes, a consequence of the foreclosure is that the
Partnership received allocations of capital gain and cancellation of debt
income. At the individual investor level, the capital gain and cancellation of
debt income can be offset by passive losses, both current and suspended.
The managing general partner of Overland Station Investment Company sold the
property on January 12, 1995. From the sale, the Partnership has recognized
$2,067,424 of equity in income. This amount was offset by the recognition of
$18,627 of previously unrecognized equity in losses. Also, as a result of the
sale, the Partnership has recognized a loss on the sale of Overland Station in
the amount of $773,964. This amount represents the Local Limited Partnership's
net book value on the Partnership's books.
The Partnership received sales proceeds in the amount of $1,274,833. The
Partnership used a portion of the sales proceeds to pay down $624,833 of an
acquisition note payable and accrued interest which totaled $685,833. The
$61,000 balance of these obligations has been canceled and is recorded as income
on the Partnership's financial statements.
The Partnership has distributed the balance of the sales proceeds plus accrued
interest in the amount of $657,450.
<PAGE>
Item 3. Legal Proceedings
The Partnership is not a party to any pending legal or administrative
proceeding, and to the best of its knowledge, no legal or administrative
proceeding is threatened or contemplated against it.
Item 4. Submission of Matters to a Vote of Security Holders
None.
<PAGE>
PART II
Item 5. Market for the Registrant's Units and Related Security Holder Matters
There is no public market for the Units and it is not expected that any public
market will develop.
The Partnership Agreement does not impose on the Partnership or its General
Partners any obligation to obtain periodic appraisals of assets or to provide
Limited Partners with any estimates of the current value of Units, and the
Partnership does not currently obtain such appraisals or provide such estimates
of value.
The Second Amended and Restated Agreement and Certificate of Limited Partnership
of the Partnership, as amended (the "Partnership Agreement"), imposes certain
restrictions on the transfer of Units. For example, a transfer will not be
permitted if; (i) counsel for the Partnership is of the opinion that such
transfer would result, when considered with all other transfers within the
previous twelve months, in the Partnership being considered to have been
terminated within the meaning of Section 708 of the Internal Revenue Code of
1986, as amended, or would result in the Partnership being treated as a
corporation for Federal income tax purposes, (ii) counsel for the Partnership
shall determine that such transfer would violate any applicable Federal or state
securities laws (including those pertaining to investor suitability standards),
or (iii) except for transfers by gift or inheritance, inter-family transfers,
transfers resulting from family dissolution's and certain other transactions, if
the transferor or the transferee would thereafter hold less than five Units. The
Partnership need not recognize any transfer of Units unless an instrument of
assignment complying with certain requirements set forth in the Partnership
Agreement is filed with the Partnership and recorded on the Partnership's books,
and the transferring parties reimburse the Partnership for any expenses incurred
by it in connection with the transfer. Limited Partners seeking to transfer
Units may also be subject to the securities laws of the state in which the
transfer is to take place, in that certain states have imposed restrictions on
the transfer of Units in the Partnership. For the years ended December 31, 1995,
1994, and 1993, a total of 82, 36, and 30 Units, respectively, were transferred
on the resale market. There were 2,331, 2,380 and 2,382 record holders of Units
of the Partnership at December 31, 1995, 1994 and 1993, respectively.
Cash distributions, when made, are paid annually. Cash available for
distribution has been and, in the future, will be derived almost exclusively
from distributions of cash flow from operations of the Local Limited
Partnerships. Such cash is not expected to be significant in 1995 and the return
on investment to Limited Partners will consist primarily of net losses for
Federal income tax purposes used to offset Limited Partner passive income from
the Partnership and other sources. Information concerning the actual
distributions made in the current year and prior years is included in Item 6 of
this Report on Form 10-K.
Item 6. Selected Financial Data
The table on the following page sets forth selected financial information
regarding the Partnership's financial position and operating results. This
information should be used in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations and the Financial
Statements and Notes thereto, which are included in this Report on Form 10-K.
<PAGE>
Item 6. Selected Financial Data (continued)
<TABLE>
<CAPTION>
Periods Ended December 31,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Investment and other income $ 76,539 $ 21,053 $ 65,009 $ 64,891 $ 78,526
Distribution income 255,227 80,872 180,106 170,928 122,730
Equity in income (losses) of Local Limited Partnerships 1,985,647 (112,456) 29,479 (26,637) (11,028)
Extraordinary Gain on cancellation of indebtedness 61,000 - - - -
Net income (loss) 1,404,655 (233,134) 57,589 (7,379) 21,463
Per Limited Partnership Unit (A) 59.48 (10.11) 2.50 (.32) 0.93
Cash and cash equivalents 121,361 350,435 70,103 52,582 33,653
Investment in Local Limited Partnerships,
at original cost 15,681,717 16,914,003 17,503,646 18,332,748 18,332,748
Total assets (B) 1,143,482 1,458,924 1,289,125 1,258,776 1,361,294
Notes payable and accrued interest 1,168,750 1,799,583 1,714,583 1,629,583 1,544,583
Other Data:
Passive loss (C) (2,225,407) (4,156,915) (3,885,226)(2,338,075) (3,329,227)
Per Limited Partnership Unit (A) (96.47) (180.20) (101.35) (144.32) (153.78)
Cancellation of debt income 61,000 - - - -
Per Limited Partnership Unit (A) 2.64 - - - -
Gain on transfer of Captain's Landing interest - - 4,017,691 - -
Per Limited Partnership Unit (A) - - 174.16 - -
Gain (loss) on foreclosure of Oakwood Terrace (4,430) 3,974,017 - - -
Per Limited Partnership Unit (A) (.20) 179.59 - - -
Loss on sale of Overland Station (44,402) - - - -
Per Limited Partnership Unit (2.01) - - - -
Section 1231 Gain 3,369,129 - - - -
Per Limited Partnership Unit (A) 152.19 - - - -
Portfolio income (C) 169,540 65,658 115,456 121,465 119,438
Per Limited Partnership Unit (A) 7.35 2.85 5.00 5.27 5.18
Cash distribution (D) 657,450 115,342 115,342 184,547 184,547
Per Limited Partnership Unit (A) 30.00 5.00 5.00 8.00 8.00
Local Limited Partnership interests
owned at end of period 12 13 14 15 15
</TABLE>
<PAGE>
(A) Per Limited Partnership Unit data is based upon a 95% share of income and
losses, except the gain on foreclosure of Oakwood Terrace and the loss on
the sale of Overland Station which is based upon a 99% share of gain
resulting from the transaction, and the number of Units outstanding at
the end of each year (21,915).
(B) Total assets does not represent the current value of the
Partnership's investment in Local Limited Partnerships.
(C) Each Partner's taxable income or loss from the Partnership is equal to
his allocable share of taxable income or loss in the Partnership, without
regard to the cash generated or distributed by the Partnership.
(D) Cash distributions in 1991 through 1994 represent cash flow generated in
the year previous to that presented. In 1995, the cash distribution is
from the proceeds from the sale of Overland Station. Since the inception
of the Partnership, distributions have represented a return of capital.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
At December 31, 1995, the Partnership had cash and cash equivalents of $121,361
compared with $350,435 at December 31, 1994. The decrease in cash and cash
equivalents is a result of net cash used by operations, the purchase of
marketable securities, a payment of notes payable and a cash distribution paid
to the limited partners. These decreases are offset by cash distributions
received from Local Limited Partnerships and the proceeds from the sale and
maturities of marketable securities
The managing general partner of Overland Station Investment Company sold the
property on January 12, 1995. The Partnership received sales proceeds in the
amount of $1,274,833, $450,000 of which was received in 1994. The Partnership
used a portion of the sales proceeds to pay down $624,833 of an acquisition note
payable and accrued interest which totaled $685,833. The $61,000 balance of the
obligations has been canceled and is recorded as such on the Partnership's
financial statements. The Partnership has distributed the balance of the sales
proceeds plus accrued interest in the amount of $657,450.
At December 31, 1995, approximately $1,090,000 has been reserved and is invested
in various securities. The reserves as defined in the Partnership Agreement were
established to be used for working capital of the Partnership and contingencies
related to the ownership of Local Limited Partnership interests. Reserves may be
used to fund Partnership operating deficits, if the Managing General Partner
deems funding appropriate in order to protect its investment.
As of December 31, 1995, investment in Local Limited Partnerships decreased to
zero from $68,515 at December 31, 1994. This decrease is attributable to equity
in losses and cash distributions, net of distribution income from the Local
Limited Partnerships.
The General Partner is currently attempting to negotiate an extension with the
lender of the Oakdale Manor note payable which was due on April 1, 1995.
However, no assurances can be made that the Partnership will be able to
negotiate an extension on terms acceptable to both parties. If the General
Partner is unable to negotiate an extension, it is prepared to relinquish its
limited partnership interest in Oakdale to the lender. If the Partnership does
relinquish its interest in Oakdale, this will have no effect on the
Partnership's financial statements since the Partnership is a limited partner
and the investment in Oakdale currently has a carrying value of zero. However,
if the Partnership relinquishes its interest, it will be precluded from
realizing any residual value of Oakdale upon liquidation. However, for tax
purposes, a consequence of the foreclosure will be that the Partnership will
receive allocations of capital gain and cancellation of debt income. At the
individual investor level, the capital gain and cancellation of debt income can
be offset by passive losses, both current and suspended.
Since the Partnership has invested as a limited partner, it has no contractual
duty to provide additional funds to Local Limited Partnerships beyond its
specified investment. The Partnership's contractual obligations have been fully
met, except for a limited recourse note described in Note 5 to the Financial
Statements in Item 14(a) of the Report on Form 10-K. Thus, at December 31, 1995,
1994 and 1993, it did not have any contractual or other obligation to any Local
Limited Partnership which had not been paid or provided for.
Future cash distributions will be derived almost exclusively from distributions
of net cash provided by operations of the Local Limited Partnerships. Such cash
is not expected to be significant in 1996, and therefore, there is no assurance
that adequate cash will be available to warrant cash distributions in future
years.
<PAGE>
Results of Operations
1995 versus 1994
The Partnership's results of operations for the year ended December 31, 1995,
resulted in net income of $1,404,655, as compared to a net loss of $233,134 in
1994. The change to a net income position is due to the 1995 equity in income of
Local Limited Partnerships generated by the sale of Overland Station. The income
was supplemented by cancellation of indebtedness income, also due to the
Overland Station sale, an increase in cash distribution income received from
Local Limited Partnerships and an increase in investment income. Offsetting
these increases in income items was the loss on the disposition of Overland
Station and an increase in asset management fees, as defined by the Partnership
Agreement.
1994 versus 1993
The Partnership's results of operations for the year ended December 31, 1994
resulted in a net loss of $233,134 as compared to net income of $57,589 for the
same period in 1993. The change to a net loss position is primarily attributable
to an increase in equity in losses of the Local Limited Partnerships recognized
by the Partnership in the 1994 period, and a decrease in investment income and
distribution income received from Local Limited Partnerships.
The increase in equity in losses of the Local Limited Partnerships is primarily
due to a decrease in rental and other income in 1994. The decrease in investment
income is primarily due to losses realized by the Partnership on the sale of its
marketable securities. The decrease in distribution income is due to the fact
that during the 1993 period the Partnership received a large cash distribution
related to amounts due to the Partnership from prior years.
Inflation and Other Economic Factors
Inflation had no material impact on the operations or financial condition of the
Partnerships for the three years ended December 31, 1995.
Item 8. Financial Statements and Supplementary Data
Information required under this Item is submitted as a separate section of this
Report on Form 10-K. See Index to Financial Statements and Schedules on page F-1
hereof.
Item 9. Disagreements on Accounting and Financial Disclosure
None
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
The managing general partner of the Partnership is BFTG Residential Properties,
Inc., a Massachusetts corporation (the "Managing General Partner" or "BFTG"), an
affiliate of The Boston Financial Group Limited Partnership ("Boston
Financial"), a Massachusetts limited partnership. The names, positions and ages
of the executive officers and directors of BFTG are set forth below.
Name Position Age
A. Harold Howell Director 54
William E. Haynsworth Vice President and Director 56
Georgia Murray Vice President, Treasurer, Clerk
and Director 45
Fred N. Pratt, Jr. President, Chief Executive
Officer and Director 51
The other general partner of the Partnership is Milk Street Housing Associates,
L.P., a Massachusetts limited partnership ("Milk Street"). Milk Street was
originally formed as Franklin Housing Associates, but its name was changed on
December 8, 1981 to enable it to qualify to do business in Delaware. Messrs.
Howell and Pratt are general partners of Milk Street.
The Partnership is a party to an agreement with Boston Financial, pursuant to
which Boston Financial will provide day-to-day management services for the
Partnership's investments in Local Limited Partnerships. Boston Financial
receives certain compensation for these services, as discussed in Item 13 of
this Report.
There is no family relationship between any of the persons listed in this
section.
The business experience of each of the persons listed above is described below:
A. Harold Howell, age 54, graduated from Harvard College and the Amos Tuck
School of Business Administration at Dartmouth College. He has been employed by
Boston Financial since 1970. For most of this time, he has been active in the
overall administration of Boston Financial and its affiliates, but has also been
involved in other areas of its business. Mr. Howell has served as head of Boston
Financial's Property Management Division and also as its Chief Financial Officer
and Chief Executive Officer. He currently is a Senior Vice President and is
involved in the management of the firm. Mr. Howell recently spent a two year
sabbatical from Boston Financial as a Visiting Professor at the Instituto de
Estudios Superiores de la Empresa, a highly regarded International M.B.A.
Program in Barcelona, Spain. While there he taught courses in business strategy
and real estate finance.
William E. Haynsworth, age 56, graduated from Dartmouth College and Harvard Law
School. Mr. Haynsworth was Acting Executive Director of the Massachusetts
Housing Finance Agency, where he was also General Counsel, prior to becoming a
Vice President of Boston Financial in 1977 and a Senior Vice President in 1986.
He has also served as Director of Non-Residential Development of the Boston
Redevelopment Authority and as an associate of the law firm of Goodwin, Procter
& Hoar in Boston. Mr. Haynsworth is a member of the firm's Senior Leadership
Team and participates in the structuring of real estate investments and the
development of new business opportunities.
<PAGE>
Georgia Murray, age 45, is a graduate of Newton College of the Sacred Heart
(B.A., 1972). She joined Boston Financial Management Company in 1973 and is
currently a Senior Vice President of Boston Financial. Ms. Murray currently
serves on the firm's Senior Leadership Team and is involved in the structuring
and selling of institutional tax credit products. Previously, she managed Boston
Financial's Investment Real Estate and Asset Management divisions. She also
serves as a director of Atlantic Bank and Trust Company.
Fred N. Pratt, Jr., age 51, graduated from Tufts University and the Amos Tuck
School of Business Administration at Dartmouth College. Mr. Pratt was one of the
original employees of Boston Financial when it was founded in late 1969. He
currently serves as Boston Financial's Chief Executive Officer and Chairman of
the Board of the General Partner of Boston Financial.
Item 11. Management Remuneration
Neither the directors and officers of BFTG nor any other individual with
significant involvement in the business of the Partnership receive any current
or proposed remuneration from the Partnership.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The equity securities registered by the Partnership under Section 12(g) of the
Act consist of 22,000 Units, of which 21,910 were sold to the public. Holders of
Units are permitted to vote on matters affecting the Partnership only in certain
unusual circumstances and do not generally have the right to vote on the
operation or management of the Partnership. No limited partner is known to the
Partnership to be the beneficial owner of more than 5% of the outstanding Units.
BFTG Property Ventures, Inc., an affiliate of the General Partners, owns five
(unregistered) Units.
Except as described in the preceding paragraph, neither BFTG, Milk Street,
Boston Financial, nor any of their executive officers, directors, partners or
affiliates is the beneficial owner of any Units. None of the foregoing persons
possesses a right to acquire beneficial ownership of Units.
There exists no arrangement known to the Partnership, the operation of which may
at a subsequent date result in a change in control of the Partnership.
Item 13. Certain Relationships and Related Transactions
Information required under this Item is contained in Note 7 to the Financial
Statements included in this Report on Form 10-K. The affiliates of the Managing
General Partner which have received or may receive fee payments and expense
reimbursements from the Partnership are described below:
The Partnership is permitted to enter into transactions involving affiliates of
the Managing General Partner, subject to certain limitations established in the
Partnership Agreement.
Under an agreement between the Partnership and Boston Financial (as successor by
merger to Fund Service Corporation), Boston Financial provides day-to-day
management services in connection with the Partnership's investments in Local
Limited Partnerships, and receives certain reimbursements for such services.
Currently, Boston Financial receives an annual fee (the "Management Fee") equal
to 10% of the Partnership's share of cash flow from Local Limited Partnerships.
However, the Management Fee is subject to certain limitations, and to reduction
under certain circumstances and is non-cumulative and
<PAGE>
payable only out of available Partnership funds. Since inception, Management
Fees amounting to $128,243 have been paid to Boston Financial.
Information concerning cash distributions and other fees paid or payable to the
Managing General Partner and its affiliates and expenses reimbursed or
reimbursable to Boston Financial and its affiliates, during each of the three
years ended December 31, 1995 is presented below and in Note 7 to the Financial
Statement included in Item 8 of this Report on Form 10-K.
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash distributions to General Partners $ -- $ 5,767 $ 5,767
Salaries and benefits expense reimbursement 68,722 57,909 54,584
Management Fees 26,059 10,098 19,800
</TABLE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) and (a)(2) Documents filed as a part of this Report
In response to this portion of Item 14, the financial statements, financial
statement schedule and the auditor's report relating thereto, are submitted as a
separate section of this Report on Form 10-K. See Index to Financial Statements
and Schedules on page F-1 hereof.
The reports of other auditors relating to the audits of the financial statements
of Local Limited Partnerships which were referred to and relied upon in the
report of independent certified public accountants upon the Partnership's
financial statements and financial statement schedule, appear in Exhibit (28)(a)
of this report.
All other financial statement schedules and exhibits for which provision is made
in the applicable accounting regulation of the Securities and Exchange
Commission are not required under related instructions or are inapplicable, and
therefore have been omitted.
(a)(3) and (c) Exhibits
Page Number or
Number and Description in Accordance with Incorporation
Item 601 of Regulation S-K by Reference to
4. Instruments defining the rights of security
holders, including indentures
4.1 Second Amended and Restated Agreement Exhibit C to Report
and Certificate of Limited Partner- on Form 10-K for 1981
ship dated as of February 1, 1982
<PAGE>
10.1.1 Management Agreement between Boston Exhibit 10A to Regis-
Financial Apartments Associates, L.P., tration Statement on
and Fund Service Corporation dated as Form S-11 [File No.
of August 31, 1981 2-73448] dated
August 31, 1981
Page Number or
Number and Description in Accordance with Incorporation
Item 601 of Regulation S-K by Reference to
10.1.2 Amendment No. 1, dated January 1 Exhibit 10A to
1982, to Management Agreement with Amendment No. 1 to
Fund Service Corporation dated as Registration State-
of August 31, 1981 ment on Form S-11
[File No. 2-73448]
dated October 14,
1981
28. Additional Exhibits
(a) 28.1 Reports of Other Auditors
(b) Audited financial statements of Investee Local Limited
Partnerships
Overland Station Investment Company
(c) Reports on Form 8-K
No Reports on Form 8-K were filed during the fourth quarter ended
December 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
By: BFTG Residential Properties, Inc.,
its Managing General Partner
By: /s/ Georgia Murray Date: March 29, 1996
-------------------------------
Georgia Murray
Vice President, Treasurer, Clerk
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
By: /s/Fred N. Pratt, Jr. Date: March 29, 1996
--------------------------
Fred N. Pratt, Jr.
Chief Executive Officer of Boston
Financial Group Limited Partnership
By: BFTG Residential Properties, Inc.,
its Managing General Partner
By: /s/Georgia Murray Date: March 29, 1996
-------------------------------
Georgia Murray
Vice President, Treasurer, Clerk
and Director
<PAGE>
Item 14 (a). Financial Statements and Supplementary Data
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
1995 FORM 10-K ANNUAL REPORT
INDEX
Sequential
Page No. Page No.
Report of Independent Accountants F-2
Financial Statements:
Balance Sheets - December 31, 1995 and 1994 F-3
Statements of Operations - For the Years Ended
December 31, 1995, 1994 and 1993 F-4
Statements of Partners' Equity (Deficiency) -
For the Years Ended December 31, 1995, 1994,
and 1993 F-5
Statements of Cash Flows - For the Years
Ended December 31, 1995, 1994 and 1993 F-6
Notes to the Financial Statements F-7
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated
Depreciation F-14
See also Index to Exhibits on Page K-16 for the financial statements of the
Investee Local Limited Partnerships included as a separate exhibit in this
Annual Report on Form 10-K.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Boston Financial Apartments Associates, L.P.
(A Limited Partnership)
We have audited the balance sheets of Boston Financial Apartments Associates,
L.P. (a limited partnership) ("the Partnership") as of December 31, 1995 and
1994 and the related statements of operations, partners' equity (deficiency),
and cash flows and the financial statement schedule listed in Item 14 (a) of
this Report on Form 10-K for each of the three years in the period ended
December 31, 1995. These financial statements and financial statement schedule
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audits. The Partnership accounts for its investments in
Local Limited Partnerships, as discussed in Note 2 of the notes to the financial
statements, using the equity method of accounting. As of December 31, 1995 and
1994, 0 percent and 5 percent of total assets, respectively, and, in each of the
three years ended December 31, 1995, 1994, and 1993, 100 percent of equity in
income (losses), reflected in the financial statements of the Partnership,
relate to investments in Local Limited Partnerships for which we did not audit
the financial statements. The financial statements of these Local Limited
Partnerships were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to those investments in Local Limited
Partnerships, is based solely upon the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of the Partnership at December 31, 1995 and 1994, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1995 in conformity with generally accepted accounting
principles. In addition, 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
required to be included therein.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
March 22, 1996
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
BALANCE SHEETS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
--------- -------
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 121,361 $ 350,435
Interest receivable 18,444 11,300
Other current assets 5,594 4,518
----------- -----------
Total current assets 145,399 366,253
Marketable securities, at fair value (Note 3) 998,083 1,024,156
Investment in Local Limited Partnerships (Note 4) -- 68,515
----------- -----------
Total Assets $ 1,143,482 $ 1,458,924
=========== ===========
Liabilities and Partners' Deficiency
Current liabilities:
Accounts payable to affiliate (Note 7) $ 8,972 $ 14,233
Accounts payable and accrued expenses 20,667 33,910
Deferred credit (Note 8) -- 450,000
Notes payable and accrued interest (Note 5) 1,168,750 1,113,750
----------- -----------
Total current liabilities 1,198,389 1,611,893
Notes payable and accrued interest (Note 5) -- 685,833
----------- -----------
Total Liabilities 1,198,389 2,297,726
Partners' Deficiency (54,907) (838,802)
----------- -----------
Total Liabilities and Partners' Deficiency $ 1,143,482 $ 1,458,924
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Revenue:
Distribution income (Note 2) $ 255,227 $ 80,872 $ 180,106
Investment 72,139 16,792 61,409
Other 4,400 4,261 3,600
----------- ----------- -----------
Total Revenue 331,766 101,925 245,115
----------- ----------- -----------
Expenses:
General and administrative expense (includes
reimbursement to affiliates in the amounts of
$68,722, $57,909 and $54,584) (Note 7) 118,735 127,505 112,205
Interest expense (Note 5) 55,000 85,000 85,000
Management Fees, related party (Note 7) 26,059 10,098 19,800
----------- ----------- -----------
Total Expenses 199,794 222,603 217,005
----------- ----------- -----------
Income (loss) before loss on liquidation of interest in Local Limited
Partnership, equity in income (losses) of Local Limited Partnerships and
cancellation of indebtedness 131,972 (120,678) 28,110
Loss on liquidation of interest in Local
Limited Partnership (Note 8) (773,964) -- --
Equity in income (losses) of Local Limited
Partnerships (Note 4) 1,985,647 (112,456) 29,479
----------- ----------- -----------
Income (loss) before extraordinary item 1,343,655 (233,134) 57,589
Extraordinary gain on cancellation
of indebtedness (Note 8) 61,000 -- --
----------- ----------- -----------
Net Income (Loss) $ 1,404,655 $ (233,134) $ 57,589
=========== =========== ===========
Net Income (Loss) allocated:
To the General Partners $ 101,191 $ (11,657) $ 2,880
To the Limited Partners 1,303,464 (221,477) 54,709
----------- ----------- -----------
$ 1,404,655 $ (233,134) $ 57,589
=========== =========== ===========
Income (loss) before extraordinary item allocated
to the Limited Partners per Limited Partnership
Unit (21,915 Units) $ 56.83 $ (10.11) $ 2.50
=========== =========== ===========
Extraordinary gain on cancellation of indebtedness
allocated to the Limited Partners per Limited
Partnership Unit (21,915 Units) $ 2.65 $ -- $ --
=========== =========== ===========
Net Income (Loss) per Limited Partnership
Unit (21,915 Units) $ 59.48 $ (10.11) $ 2.50
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
<TABLE>
<CAPTION>
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
For the Years Ended December 31, 1995, 1994 and 1993
Unrealized
General Limited Gains
Partners Partners (Losses) Total
<S> <C> <C> <C> <C>
Balance at December 31, 1992 $ (988,665) $ 581,280 $ -- $ (407,385)
Cash distributions (5,767) (109,575) -- (115,342)
Net income 2,880 54,709 -- 57,589
----------- ----------- ----------- -----------
Balance at December 31, 1993 (991,552) 526,414 -- (465,138)
Cash distributions (5,767) (109,575) -- (115,342)
Unrealized loss on marketable
securities available for sale -- -- (25,188) (25,188)
Net loss (11,657) (221,477) -- (233,134)
----------- ----------- ----------- -----------
Balance at December 31, 1994 (1,008,976) 195,362 (25,188) (838,802)
Cash distributions (Note 8) -- (657,450) -- (657,450)
Unrealized gain on marketable
securities available for sale -- -- 36,690 36,690
Net income 101,191 1,303,464 -- 1,404,655
----------- ----------- ----------- -----------
Balance at December 31, 1995 $ (907,785) $ 841,376 $ 11,502 $ (54,907)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
------------ ---------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,404,655 $ (233,134) $ 57,589
Adjustments to reconcile net income (loss)
to net cash used for operating activities:
Loss on liquidation of interest in
Local Limited Partnership 773,964 -- --
Distribution income included in cash distributions
received from Local Limited Partnerships (255,227) (80,872) (180,106)
Equity in (income) loss of Local Limited Partnerships (1,985,647) 112,456 (29,479)
Extraordinary item:
Cancellation of indebtedness (61,000) -- --
(Gain) loss on sale of marketable securities (3,241) 28,745 --
Increase (decrease) in cash arising from changes in operating assets and
liabilities:
Interest receivable (7,144) 4,376 (7,145)
Other current assets (1,076) (1,462) (646)
Accounts payable to affiliates (5,261) 2,946 (4,463)
Accounts payable and accrued expenses (13,243) 5,517 7,565
Notes payable and accrued interest 55,000 85,000 85,000
----------- ----------- -----------
Net cash used for operating activities (98,220) (76,428) (71,685)
----------- ----------- -----------
Cash flows from investing activities:
Net decrease in marketable securities -- -- 6,552
Purchases of marketable securities (1,343,590) (1,400,943) --
Proceeds from sales and maturities of
marketable securities 1,409,594 1,347,062 --
Investment in Local Limited Partnerships -- (25,000) --
Deferred credit -- 450,000 --
Cash distributions received from Local
Limited Partnerships 1,085,425 100,983 197,996
----------- ----------- -----------
Net cash provided by investing activities 1,151,429 472,102 204,548
----------- ----------- -----------
Cash flows from financing activities:
Cash distributions (657,450) (115,342) (115,342)
Payment of note payable and accrued interest (624,833) -- --
----------- ----------- -----------
Net cash used for financing activities (1,282,283) (115,342) (115,342)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (229,074) 280,332 17,521
Cash and cash equivalents, beginning of the year 350,435 70,103 52,582
----------- ----------- -----------
Cash and cash equivalents, end of the year $ 121,361 $ 350,435 $ 70,103
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Organization
Boston Financial Apartment Associates, L.P., ("the Partnership") is a limited
partnership formed on July 21, 1981, under the Uniform Limited Partnership Act
of the State of Delaware. The Partnership was organized to invest, as a limited
partner, in other limited partnerships ("Local Limited Partnerships") which own
and operate multi-family residential properties.
BFTG Residential Properties, Inc. ("the Managing General Partner") is an
affiliate of The Boston Financial Group Limited Partnership ("Boston
Financial"). Milk Street Housing Associates, L.P. (originally organized under
the name Franklin Housing Associates), the other general partner, is a limited
partnership of which the partners are employees or former employees of Boston
Financial. The initial limited partner is BFTG Property Ventures, Inc., an
affiliate of Boston Financial.
During 1981 and 1982, the Partnership sold limited partnership units producing
gross offering proceeds of $21,910,000. Such amounts exclude five unregistered
units previously acquired for $1,000 each by the initial limited partner, an
affiliate of the general partners.
Profits and losses are allocated 95% to the Limited Partners and 5% to the
General Partners. In the case of certain events defined in the Partnership
Agreement, the allocation of the related profits and losses would be different
from that described above. Profits and losses arising from a sale or refinancing
are generally allocated 99% to the limited partners and 1% to the General
Partners.
Cash Available for Distribution, as defined in the Partnership Agreement, is
allocated 95% to the Limited Partners and 5% to the General Partners.
Sale or Refinancing Proceeds, as defined in the Partnership Agreement, will be
allocated first to the Limited Partners in the amount of their Adjusted Capital
Contribution, as defined, and then 85% to the Limited Partners and 15% to the
General Partners, after adjustment for certain priority distributions.
At December 31, 1995, reserves, as defined in the Partnership Agreement, prior
to a Limited Partner distribution in January, 1996 of $219,150, totaled
approximately $1,090,000. Such reserves may be increased or decreased as deemed
appropriate from time to time by the Managing General Partner. Substantially all
of these reserves are invested for the purpose of providing revenue to the
Partnership for ongoing operations and contingencies.
2. Significant Accounting Policies
The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting. Under the equity method, the investment is
carried at cost, adjusted for the Partnership's share of net income or loss and
for cash distributions from the Local Limited Partnerships; equity in income or
loss of the Local Limited Partnerships is included currently in the
Partnership's operations. Under the equity method, a Local Limited Partnership
investment will not be carried below zero. To the extent that equity in losses
are incurred when the Partnership's carrying value of the respective Local
Limited Partnership has been reduced to a zero balance, the losses will be
suspended and offset against future income. Income from Partnership investments
where cumulative equity in loss plus cumulative distributions have exceeded the
total investment in Local Limited Partnerships will not be recorded until all of
the related unrecorded losses have been offset. To the extent that a Local
Limited Partnership with a carrying value of zero distributes cash to the
Partnership, that distribution is recorded as income on the books of the
Partnership and is presented as "Distribution Income" in the accompanying
financial statements.
To the extent that the Partnership's investment in a Local Limited Partnership
exceeded the Partnership's share of
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
fair value of net assets at the time of such investment, such amounts are being
amortized over the life of the principal assets of the Local Limited Partnership
(39 years). Such amortization is included in the equity in loss of the Local
Limited Partnership.
Cash and cash equivalents consist of short-term money market instruments with
maturities of ninety days or less at acquisition.
Marketable securities consists primarily of U.S. Treasury Notes and various
asset-backed investment vehicles. As of January 1, 1994, the Partnership adopted
Statement of Financial Accounting Standards Number 115 - Accounting for Certain
Investments in Debt and Equity Securities. Under this statement, the
Partnership's marketable securities are classified as "Available for Sale"
securities and reported at fair value as reported by the brokerage firm at which
the securities are held. All marketable securities have fixed maturities.
Realized gains or losses from the sales of securities are based on the specific
identification method. Unrealized gains and losses are excluded from earnings
and reported in separate components of partners' equity.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
No provision for income taxes has been made as the liability for such taxes is
an obligation of the partners of the Partnership.
Certain amounts in the prior year financial statements have been reclassified
herein to conform with current year presentation.
3. Marketable Securities
A summary of marketable securities at December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Debt securities issued by the US
Treasury and other US government
agencies $ 729,567 $ 9,410 $ -- $ 738,977
Mortgage backed securities 97,453 259 -- 97,712
Other debt securities 159,561 2,094 (261) 161,394
---------- ---------- ---------- ----------
Balance at December 31, 1995 $ 986,581 $ 11,763 $ (261) $ 998,083
========== ========== ========== ==========
Debt securities issued by the US
Treasury and other US government
agencies $ 562,302 $ 947 $ (7,637) $ 555,612
Mortgage backed securities 255,718 64 (13,716) 242,066
Other debt securities 231,324 -- (4,846) 226,478
---------- ---------- ---------- ----------
Balance at December 31, 1994 $1,049,344 $ 1,011 $ (26,199) $1,024,156
========== ========== =========== =========
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
3. Marketable Securities (continued)
<TABLE>
<CAPTION>
The contractual maturities at December 31, 1995 are as follows:
Fair
Cost Value
<S> <C> <C>
Due in one year to five years $889,128 $900,371
Mortgage backed securities 97,453 97,712
-------- --------
$986,581 $998,083
======== ========
</TABLE>
Actual maturities may differ from contractual maturities because some borrowers
have the right to call or prepay obligations. Proceeds from the sales of
marketable securities were approximately $1,410,000 and $1,347,000 during the
years ended December 31, 1995 and 1994, respectively. Included in investment
income are gross gains of $11,081 and gross losses of $7,840 that were realized
on the sales in 1995 and gross gains of $297 and gross losses of $29,042 that
were realized on the sales in 1994.
4. Investment in Local Limited Partnerships
<TABLE>
<CAPTION>
As of December 31, 1995, 1994 and 1993, the Partnership's Investment in Local
Limited Partnerships, at cost, was as follows:
Capital Contribu- Net Equity Cash
tions and Related in Income Distributions
Local Limited Acquisition Costs (Losses) Received Net
Partnerships (Cumulative) (Cumulative) (Cumulative) (1) Investment
- - ------------------ ----------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
Bear Creek $ 796,556 $ (290,570) $ (505,986) $ --
Buttonwood Tree 1,482,996 (1,482,996) -- --
Captain's Landing 1,057,682 (1,057,682) -- --
Chelsea Village 2,076,589 (2,076,589) -- --
Mountain View 422,593 (422,593) -- --
Oakdale Manor 1,522,621 (1,522,621) -- --
Oakwood Terrace 614,643 (614,643) -- --
Overland Station 1,232,286 816,511 (1,274,833) 773,964
Park Hill 825,501 (713,066) (112,435) --
Pheasant Ridge 1,050,237 (972,180) (78,057) --
The Woods of Castleton 2,025,681 (2,025,681) -- --
Westpark Plaza 1,846,469 (1,115,914) (730,555) --
Woodbridge 1,077,161 (1,077,161) -- --
Woodmeade South 1,619,452 (1,619,452) -- --
Youngstoun 935,861 (935,861) -- --
------------ ------------ ------------ ------------
Subtotal 18,586,328 (15,110,498) (2,701,866) 773,964
Less dispositions:
Overland Station (1,232,286) (816,511) 1,274,833 (773,964)
Captain's Landing (1,057,682) 1,057,682 -- --
Oakwood Terrace (614,643) 614,643 -- --
------------ ------------ ------------ ------------
Balance at
December 31, 1995 $ 15,681,717 $(14,254,684) $ (1,427,033) $ --
============ ============ ============ ============
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
4. Investment in Local Limited Partnerships (continued)
<TABLE>
<CAPTION>
Capital Contribu- Net Cash
tions and Related Equity Distributions
Local Limited Acquisition Costs in Losses Received Net
Partnerships (Cumulative) (Cummulative) (Cumulative) (1) Investment
- - ---------------- ----------------- ------------ --------------- --------------
<S> <C> <C> <C> <C>
Balance at
December 31, 1994 $ 16,914,003 $(15,679,047) $ (1,166,441) $ 68,515
============ ============ ============ ============
Balance at
December 31, 1993 $ 17,503,646 $(16,262,103) $ (1,065,461) $ 176,082
============ ============ ============ ============
</TABLE>
(1) Included in cash distributions received is cumulative distribution income of
$809,863 which was received from four Local Limited Partnerships with carrying
values of zero.
Summarized financial information from the combined financial statements of all
Local Limited Partnerships in which the Partnership has invested at December 31,
1995, 1994 and 1993 is as follows:
Summarized Balance Sheets - as of December 31
<TABLE>
<CAPTION>
1995 1994 1993
------------- ------------- ---------
<S> <C> <C> <C>
Assets:
Investment property, net $ 34,837,385 $ 38,306,752 $ 44,199,813
Current assets 2,367,475 1,693,208 2,065,667
Other assets 3,765,007 4,065,138 3,808,137
------------ ------------ ------------
Total Assets $ 40,969,867 $ 44,065,098 $ 50,073,617
============ ============ ============
Liabilities and Partners' Equity Deficiency:
Long-term debt $ 54,829,483 $ 51,864,088 $ 64,641,919
Current liabilities 6,296,906 16,675,916 7,902,233
Other liabilities 5,474,160 1,064,796 6,948,147
------------ ------------ ------------
Total Liabilities 66,600,549 69,604,800 79,492,299
Partners' Deficiency (25,630,682) (25,539,702) (29,418,682)
------------ ------------ ------------
Total Liabilities and Partners' Deficiency $ 40,969,867 $ 44,065,098 $ 50,073,617
============ ============ ============
</TABLE>
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
4. Investment in Local Limited Partnerships (continued)
<TABLE>
<CAPTION>
Summarized Income Statements
For the Twelve Months Ended December 31
1995 1994 1993
------------- ------------- ---------
<S> <C> <C> <C>
Rental and other income $ 12,073,102 $ 12,311,899 $ 13,630,971
------------ ------------ ------------
Expenses:
Operating expenses 6,804,825 7,021,713 7,789,435
Interest expense 4,750,487 4,818,251 5,636,275
Depreciation and amortization 1,917,922 2,323,321 2,422,510
------------ ------------ ------------
Total Expenses 13,473,234 14,163,285 15,848,220
------------ ------------ ------------
Net Loss $ (1,400,132) $ (1,851,386) $ (2,217,249)
============ ============ ============
Partnership's share of net loss $ (1,364,397) $ (1,817,919) $ (2,180,367)
============ ============ ============
Other partners' share of net loss $ (35,735) $ (33,467) $ (36,882)
============ ============ ============
</TABLE>
As discussed in Note 8, the managing general partner of Overland Station
Investment Company, a Local Limited Partnership in which the Partnership has
invested, sold the property on January 12, 1995. From the sale, the Partnership
has recognized $2,067,424 of equity in income. This amount was offset by the
recognition of $18,627 of previously unrecognized equity in losses.
The Partnership has not recognized equity losses of $1,556,474, $1,786,335 and
$2,389,952 in the years ended December 31, 1995, 1994 and 1993, respectively.
These unrecognized losses relate to Local Limited Partnerships whose cumulative
equity in losses and cumulative distributions have exceeded their total
investment.
5. Notes Payable and Accrued Interest
Purchase Notes, bearing interest at 10%, had been issued by the Partnership with
respect to its investments in certain Local Limited Partnerships. Subject to
conditions of the note agreements, interest is payable principally from cash
distributions received from the respective Local Limited Partnerships. The
principal amounts, together with any accrued but unpaid interest, will be due at
maturity or earlier upon sale of the Local Limited Partnership's assets. The
notes and interest are collateralized by a security interest in the
Partnership's interest in the Local Limited Partnership, with recourse limited
to such security. For the years ended December 31, 1995, 1994, and 1993 accrued
interest in the amount of $55,000, $85,000, $85,000, respectively, has been
charged to operations.
As discussed in Note 8, the managing general partner of Overland Station
Investment Company, a Local Limited Partnership in which the Partnership has
invested, sold the property on January 12, 1995. The Partnership received sales
proceeds in the amount of $1,274,833. The Partnership used a portion of the
sales proceeds to pay down $624,833 of an acquisition note payable and accrued
interest which totaled $685,833. The $61,000 balance of these obligations has
been canceled and is recorded as such on the Partnership's financial statements.
Since April 1, 1985, the Partnership has been obligated to pay interest from its
own funds on the Oakdale note. The Partnership negotiated with the seller of
Oakdale to defer these payments, and as such, since October 1, 1986 interest has
been accrued but not paid. The General Partner is currently attempting to
negotiate an extension with the lender of the Oakdale note payable which was due
on April 1, 1995. However, no assurances can be made that the Partnership will
be able to negotiate an extension on terms acceptable to both parties. If the
General Partner is unable to negotiate an extension, it is prepared to
relinquish its limited partnership interest in Oakdale to the
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
5. Notes Payable and Accrued Interest (continued)
lender. If the Partnership does relinquish its interest in Oakdale, this will
have no effect on the Partnership's financial statements, except for the
possibility of cancellation of indebtedness income, since the Partnership is a
limited partner and the investment in Oakdale currently has a carrying value of
zero. However, if the Partnership relinquishes its interest, it will be
precluded from realizing any residual value of Oakdale upon liquidation.
However, for tax purposes, a consequence of the foreclosure will be that the
Partnership will receive allocations of capital gain and cancellation of
indebtedness income. At the individual investor level, the capital gain and
cancellation of indebtedness income can be offset by passive losses, both
current and suspended. The balances of notes payable and accrued interest are as
follows:
<TABLE>
<CAPTION>
Local Limited Notes Accrued
Partnership Payable Interest Total
<S> <C> <C> <C>
Balance at December 31, 1995:
Oakdale Manor $ 550,000 $ 618,750 $1,168,750
========== ========== ==========
Balance at December 31, 1994:
Overland Station $ 300,000 $ 385,833 $ 685,833
Oakdale Manor 550,000 563,750 1,113,750
---------- ---------- ----------
$ 850,000 $ 949,583 $1,799,583
========== ========== ==========
</TABLE>
6. Federal Income Taxes
The following schedule reconciles the reported financial statement income or
loss to the income or loss reported on Form 1065, US. Partnership Return of
Income:
<TABLE>
<CAPTION>
1995 1994 1993
----------- ------------ --------
<S> <C> <C> <C>
Income (loss) per financial statements $ 1,404,655 $ (233,134) $ 57,589
Distribution income recognized for
book purposes (255,227) (80,872) (180,106)
Equity in losses not recognized
currently for book purposes (1,301,247) (1,736,519) (2,240,900)
Gain on disposition of Captain's
Landing for tax purposes -- -- 4,360,952
Gain (Loss) on disposition of Oakwood
Terrace for tax purposes (4,430) 2,496,855 --
Gain on disposition of Overland
Station for tax purposes in
excess of gain for book purposes 2,049,977 -- --
Additional depreciation and
amortization for tax purposes (900,664) (959,878) (958,582)
Other differences, net 332,366 397,698 756,119
----------- ----------- -----------
Income (loss) per tax return $ 1,325,430 $ (115,850) $ 1,795,072
=========== =========== ===========
</TABLE>
The carrying value of the Partnership's Investment in Local Limited Partnerships
for financial reporting purposes is approximately $44,400,000 greater than the
carrying value of such assets for tax purposes. The difference is partially a
result of the fact that, for financial reporting purposes, the Partnership does
not recognize equity losses from a Local Limited Partnership once a Local
Limited Partnership's carrying value has been reduced to zero. Such unrecognized
losses total approximately $19,391,000 at December 31, 1995. The remaining
difference is mainly due to accelerated depreciation taken for tax purposes. The
carrying value of all other assets and liabilities is the same for financial
reporting and tax purposes.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (continued)
7. Transactions with Affiliates
Included in general and administrative expenses are amounts that the Partnership
has paid to an affiliate of the Managing General Partner for reimbursement of
salaries and benefits.
In accordance with the Partnership Agreement, Boston Financial currently
receives a Management Fee equal to 10% of the Partnership's share of Cash Flow
from Local Limited Partnerships. However, the fee is subject to certain
limitations, and to reduction under certain circumstances. The fee is
non-cumulative and is payable only from available Partnership funds. Management
Fees totaling $26,059, $10,098 and $19,800 were incurred during 1995, 1994 and
1993, respectively, which relate to cash distributions received in those years.
At December 31, 1995, $4,358 of Management Fees were payable to Boston
Financial.
8. Disposition of Investments in Local Limited Partnership
The managing general partner of Overland Station Investment Company sold the
property on January 12, 1995. From the sale, the Partnership has recognized
$2,067,424 of equity in income. This amount was offset by the recognition of
$18,627 of previously unrecognized equity in losses. Also, as a result of the
sale, the Partnership has recognized a loss on the sale of Overland Station in
the amount of $773,964. This amount represents the remaining carrying value of
the partnership's investment in the Local Limited Partnership.
The Partnership received sales proceeds in the amount of $1,274,833, $450,000 of
which was received in 1994. The Partnership used a portion of the sales proceeds
to pay down $624,833 of an acquisition note payable and accrued interest which
totaled $685,833. The $61,000 balance of these obligations has been canceled and
is recorded as such on the Partnership's financial statements. The Partnership
has distributed the balance of the sales proceeds plus accrued interest in the
amount of $657,450.
On January 12, 1994, the United States Department of Housing and Urban
Development held a foreclosure auction to dispose of the property owned by
Oakwood Terrace Associates, Ltd. The property sold for $1,790,000, all of which
was remitted to HUD to repay a portion of the mortgage. The disposition of this
interest did not have any effect on income of the Partnership for financial
reporting purposes, as the net investment balance of the interest was zero.
On December 31, 1993, the Partnership transferred its interest in Captain's
Landing to an unrelated purchaser for an amount equal to the Partnership's costs
associated with the transfer. The transfer of the interest had no effect on
income of the Partnership for financial reporting purposes, as the net
investment balance of the interest was zero.
9. Subsequent Events
Bankruptcy plans for Woodmeade South Apartments and Mountain View Apartments
became effective on March 24, 1996. These bankruptcies will not have a material
effect on the Partnership for financial reporting purposes since the Partnership
is a limited partner and the two Local Limited Partnerships currently have a
carrying value of zero. However, the Partnership will be precluded from
realizing any residual value of the properties upon liquidation.
<PAGE>
<TABLE>
<CAPTION>
BOSTON FINANCIAL APARTMENT ASSOCIATES, L.P.
(A Limited Partnership)
Schedule III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1995
Initial cost to company Costs capitalized
---------------------------------- -------------------
Description Encumbrances* Land Improvements acquisition
- - -----------------------------------------------------------------------------------------------------------------------------
Multi-family residential property:
<S> <C> <C> <C> <C>
Bear Creek, Asheville, North Carolina $2,483,693 $149,000 $2,819,071 $372,515
Buttonwood Tree, Wichita, Kansas 6,366,650 318,406 6,193,995 294,459
Chelsea Village, Indianapolis, Indiana 6,949,583 1,360,775 6,404,143 80,068
Mountain View, Knoxville, Tennessee 1,796,667 120,459 1,855,657 16,086
Oakdale Manor, Beaumont, Texas 3,446,573 243,050 3,645,321 40,059
Park Hill, Lexington, Kentucky 2,713,981 300,000 3,510,411 213,967
Pheasant Ridge, Moline, Illinois 3,909,400 265,000 5,173,010 259,238
The Woods of Castleton, Indianapolis, Indiana 7,628,428 1,634,440 6,774,231 40,317
Westpark Plaza, Chico, California 5,109,810 292,739 4,396,626 28,330
Woodbridge, Bloomington, Indiana 4,254,765 905,377 3,775,429 (303,032)
Woodsmeade South, Knoxville, Tennessee 6,909,554 250,823 7,215,911 78,822
Youngstoun, Hagerstown, Maryland 3,867,904 291,000 4,159,801 106,574
---------- --------- ---------- ---------
$55,437,008 $6,131,069 $55,923,606 $1,227,403
===========================================================================
</TABLE>
<TABLE>
<CAPTION>
Gross amounts at which carried
at close of period (a) Depreciation in
Building and Accumulated Date of Date latest income
Description Land Improvements Total Depreciation Construc- Acquired statement is
tion computed
- - ------------------------------------------------------------------------------------------------------------------------------------
Multi-family residential property:
<S> <C> <C> <C> <C> <C> <C> <C>
Bear Creek, Asheville, North Carolina $149,000 $3,191,586 $3,340,586 $1,305,070 1982 8/25/83 5-40 years
Buttonwood Tree, Wichita, Kansas 327,879 6,478,981 6,806,860 2,479,840 1980 2/24/82 5-40 years
Chelsea Village, Indianapolis, Indiana 1,375,984 6,469,002 7,844,986 3,665,311 1982 7/2/82 5-40 years
Mountain View, Knoxville, Tennessee 120,459 1,871,743 1,992,202 669,823 1982 12/8/82 5-40 years
Oakdale Manor, Beaumont, Texas 243,050 3,685,380 3,928,430 1,335,523 1982 5/5/83 5-40 years
Park Hill, Lexington, Kentucky 300,000 3,724,378 4,024,378 1,953,790 1982 4/22/82 5-40 years
Pheasant Ridge, Moline, Illinois 274,082 5,423,166 5,697,248 1,882,028 1982 7/30/82 5-40 years
The Woods of Castleton, Indianapolis, Indiana 1,634,440 6,814,548 8,448,988 3,895,110 1982 5/28/82 5-40 years
Westpark Plaza, Chico, California 292,739 4,424,956 4,717,695 4,396,626 1982 4/5/82 5-40 years
Woodbridge, Bloomington, Indiana 905,377 3,472,397 4,377,774 1,880,594 1982 7/9/82 5-40 years
Woodsmeade South, Knoxville, Tennessee 256,973 7,288,583 7,545,556 2,708,830 1982 4/7/82 5-40 years
Youngstoun, Hagerstown, Maryland 534,695 4,022,680 4,557,375 2,272,148 1982 2/18/83 5-40 years
======================================================
$6,414,678 $56,867,400 $63,282,078 $28,444,693
======================================================
</TABLE>
<TABLE>
<CAPTION>
Real estate investments
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ 66,652,259 $ 74,383,340 $ 74,093,356
Additions during period 454,659 385,207 292,396
Less retirements during period (3,824,840) (8,116,288) (2,412)
------------ ------------ ------------
Balance at close of period $ 63,282,078 $ 66,652,259 $ 74,383,340
============ ============ ===========
Accumulated depreciation
Balance at beginning of period $ 28,345,507 $ 28,966,732 $ 26,627,378
Depreciation 1,851,643 2,053,014 2,339,837
Less retirements (1,752,457) (2,674,239) (483)
------------ ------------ ------------
Balance at close of period $ 28,444,693 $ 28,345,507 $ 28,966,732
============ ============ ============
</TABLE>
(a) There is no difference between the aggregate cost for Federal income tax
purposes and the aggregate cost at which the assets are carried on the books at
the close of the period.
* Mortgage notes payable represent non-recourse financing of low-income housing
projects payable with terms of up to 40 years with interest payable at rates
ranging from 7.1% to 9.75%. The partnership has not guaranteed any of these
mortgage notes payable.
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
1995 Form 10-K Annual Report
Item 14(c)(28)(a) Reports of Other Auditors
<PAGE>
[Letterhead]
[Logo]
KPMG Peat Marwick LLP
Independent Auditors' Report
The Partners
Bear Creek Apartments Associates:
We have audited the accompanying balance sheet of Bear Creek Apartments
Associates (a Limited Partnership), FHA Project No. 053-35071-PM as of December
31, 1995, and the related statements of profit and loss (HUD Form 92410),
changes in partners' capital (deficit), and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Bear Creek Apartments
Associates as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also issue a report
dated February 2, 1996, on our consideration of Bear Creek Apartments
Associate's internal control structure, and a report dated February 2, 1996, on
its compliance with laws and regulations.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
Schedules 1 through 4 is presented for the purpose of additional analysis and is
not a required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statement, and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
February 2, 1996 /s/ KPMG Peat Marwick LLP
<PAGE>
[Letterhead]
[Logo]
Ernst& Young LLP
Report of Independent Auditors
The Partners of Bear Creek Apartments Associates
and the Federal Housing Administration
We have audited the accompanying balance sheet of Bear Creek Apartments
Associates (a Limited Partnership), FHA Project No. 053-35071-PM as of December
31, 1994, and the related statements of profit and loss (HUD Form 92410),
changes in partners' capital (deficit), and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Bear Creek Apartments
Associates (a limited partnership), as of December 31, 1994, and the results of
its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information listed on pages 12
through 18 is presented for the purposes of additional analysis and is not a
required part of the financial statements. Such information has been subjected
to the auditing procedures applied in the audit of the financial statement, and,
in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
January 26, 1995 /s/ Ernst & Young LLP
<PAGE>
[Letterhead]
[Logo]
Ernst& Young
Report of Independent Auditors
The Partners of Bear Creek Apartments Associates
and the Federal Housing Administration
We have audited the accompanying balance sheet of Bear Creek Apartments
Associates (a limited partnership), FHA Project No. 053-35071-PM as of December
31, 1993, and the related statements of profit and loss (HUD Form 92410),
changes in partners' capital (deficit), and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Bear Creek Apartments
Associates (a limited partnership) as of December 31, 1993, and the results of
its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information listed on pages 11
through 17 is presented for the purposes of additional analysis and is not a
required part of the financial statements. Such information has been subjected
to the auditing procedures applied in the audit of the financial statement, and,
in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
January 17, 1994 /s/ Ernst & Young
<PAGE>
[Letterhead]
[Logo]
Grant Thorton
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The General Partner
Buttonwood Tree Apartments, Ltd.
We have audited the accompanying balance sheet of Buttonwood Tree Apartments
Ltd., HUD Project No. 102-35166-L8-PM as of December 31, 1995, and the related
statements of profit and loss, changes in partners' deficit, and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Buttonwood Tree Apartments
Ltd., HUD Project No. 102-35166-L8-PM as of December 31, 1995, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issue a report
dated January 11, 1996, on our consideration of Buttonwood Tree Apartments,
Ltd., HUD Project No. 102-35166-L8-PM's internal control structure, and reports
dated January 11, 1996, on its compliance with specific requirements applicable
to major HUD programs and specific requirements.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information (shown on
pages 12 to 17) is presented for the purpose of additional analysis and are not
a required part of the basic financial statements of Buttonwood Tree Apartments,
Ltd. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statement, and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.
/s/Grant Thorton LLP
Wichita, Kansas
January 11, 1996
<PAGE>
[Letterhead]
[Logo]
Grant Thorton
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The General Partner
Buttonwood Tree Apartments, Ltd.
We have audited the accompanying balance sheet of Buttonwood Tree Apartments
Ltd., HUD Project No. 102-35166-L8-PM as of December 31, 1994, and the related
statements of profit and loss, changes in partners' deficit, and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Buttonwood Tree Apartments,
Ltd., HUD Project No. 102-35166-L8-PM as of December 31, 1994, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
the report is presented for the purposes of additional analysis and are not a
required part of the basic financial statements of Buttonwood Tree Apartments,
Ltd. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statement, and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.
/s/Grant Thorton LLP
Wichita, Kansas
January 13, 1995
<PAGE>
[Letterhead]
[Logo]
Grant Thorton
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The General Partner
Buttonwood Tree Apartments, Ltd.
We have audited the accompanying balance sheet of Buttonwood Tree Apartments,
Ltd., HUD Project No. 102-35166-L8-PM as of December 31, 1993, and the related
statements of profit and loss, changes in partners' deficit and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Buttonwood Tree Apartments,
Ltd., HUD Project No. 102-35166-L8-PM as of December 31, 1993, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
the report is presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Buttonwood Tree Apartments,
Ltd. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statement, and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.
/s/Grant Thorton
Wichita, Kansas
January 14, 1994
<PAGE>
[Letterhead]
[Logo]
Ernst& Young LLP
Report of Independent Auditors
To the Partners
Chelsea Village, L.P.
We have audited the accompanying balance sheet of Chelsea Village, a limited
Partnership -- Project No. 073-35437-PM as of December 31, 1995, and the related
statements of profit and loss, changes in partners' capital deficit and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Chelsea Village at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issue a report
entitled "Independent Auditors' Report on Internal Control Based on an Audit of
the Financial Statements in Accordance with Government Auditing Standards" dated
January 22, 1996 on our consideration of the Partnership's internal control
structure, and a report entitled "Independent Auditors' Report on Compliance
with Laws and Regulations in Accordance with Government Auditing Standards"
dated January 22, 1996, on its compliance with applicable laws and regulations.
As discussed in Note 2 to financial statements, the Partnership's recurring
deficiencies in cash flow raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supporting data listed on the contents page is
presented for the purpose of additional analysis and is not a required part of
the financial statements of the Partnership. Such data has been subjected to the
auditing procedures applied in our audit of the financial statements, and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/Ernst & Young LLP
January 22, 1996
<PAGE>
[Letterhead]
[Logo]
Ernst& Young LLP
REPORT OF INDEPENDENT AUDITORS
To the Partners
Chelsea Village
We have audited the accompanying balance sheets of Chelsea Village, a limited
Partnership -- Project Number 073-35437-PM as of December 31, 1994 and 1993, and
the related statements of profit and loss, partners' capital deficit and cash
flows for each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chelsea Village at December 31,
1994 and 1993, and the results of its operations and its cash flows each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
As discussed in Note B to financial statements, the Partnership's recurring
deficiencies in cash flow raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/Ernst & Young LLP
January 17, 1995
<PAGE>
[Letterhead]
[Logo]
Funchess, Mills, White & Co.
Independent Auditors' Report
To the Partners HUD Field Office Director
Oakdale Manor, Ltd. Houston, Texas
We have audited the accompanying balance sheets of Oakdale Manor, Ltd. (a Texas
limited partnership), HUD Project No. 114-3526-PM as of December 31, 1995, and
the related statements of operations and changes in partners' capital (deficit),
and cash flows for the years then ended. These financial statements are the
responsibility of the partners. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Oakdale Manor, Ltd. as of
December 31, 1995, and the results of its operations and its cash flows and its
changes in partners' capital (deficit), and cash flows for the year then ended,
in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 19, 1996, on our
consideration of Oakdale Manor, Ltd.'s internal control structure, and reports
dated February 19, 1996, on its compliance with specific requirements applicable
to major HUD programs, specific requirements applicable to Affirmative Fair
Housing and specific requirements applicable to nonmajor HUD program
transactions.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
shown on pages 9 to 15 is presented for the purpose of additional analysis and
are not a required part of the basic financial statements the Partnership. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements, and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.
The accompanying financial statements have been prepared assuming the Project
will continue as a going concern. As shown in the financial statements, the
Project incurred a net loss of $211,258 during the year ended December 31, 1995,
and, as of that date, the Project's total liabilities exceeded its total assets
by $1,681,353. The Project defaulted on the mortgage in 1987 and the mortgage
was placed with HUD for collection. These factors, among others, raise
substantial doubt about the Project's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/Funchess, Mills, White & Co.
February 19, 1996
<PAGE>
[Letterhead]
[Logo]
Funchess, Mills, White & Co.
Independent Auditors' Report
To the Partners HUD Field Office Director
Oakdale Manor, Ltd. Houston, Texas
We have audited the accompanying balance sheet of Oakdale Manor, Ltd. (a Texas
limited partnership), HUD Project No. 114-3526-PM as of December 31, 1994, and
the related statements of operations, changes in partners' capital (deficit),
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Oakdale Manor, Ltd. as of
December 31, 1994, and the results of its operations and its cash flows and its
changes in partners' capital (deficit), for the year then ended, in conformity
with generally accepted accounting principles.
/s/Funchess, Mills, White & Co.
February 20, 1995
<PAGE>
[Letterhead]
[Logo]
Funchess, Mills, White & Co.
Independent Auditors' Report
To the Partners HUD Field Office Director
Oakdale Manor, Ltd. Houston, Texas
We have audited the accompanying balance sheet of HUD Project No. 114-3526-PM of
Oakdale Manor, Ltd. (a Texas limited partnership), as of December 31, 1993, and
the related statements of operations, changes in partners' capital (deficit),
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Oakdale Manor, Ltd. as of
December 31, 1993, and the results of its operations and its cash flows and its
changes in partners' equity (deficit), for the year then ended, in conformity
with generally accepted accounting principles.
/s/Funchess, Mills, White & Co.
February 17, 1994
<PAGE>
[Letterhead]
[Logo]
Price Waterhouse LLP
Report of Independent Accountants
January 22, 1996
To the Partners of
Overland Station Investment Company
We have audited the accompanying statement of net assets in liquidation of the
Overland Station Investment Company as of October 31, 1995, and the related
statements of changes in net assets in liquidation for the period January 1,
1995 to October 31, 1995. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
As described in Note 2 the Partnership received final payment on the sale of the
Project on January 30, 1995 and commenced liquidation shortly thereafter. As a
result, the Partnership has changed its basis of accounting for periods
subsequent to December 31, 1994 from the going concern basis to a liquidation
basis.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets in liquidation of the Partnership as of
October 31, 1995 and the changes in its net assets in liquidation for the period
from January 1, 1995 to October 31, 1995 in conformity with generally accepted
accounting principles applied on the basis described in the preceding paragraph.
/s/Price Waterhouse LLP
<PAGE>
[Letterhead]
[Logo]
Price Waterhouse LLP
Report of Independent Accountants
February 23, 1995
To the Partners of
Overland Station Investment Company
We have audited the accompanying balance sheet of the Overland Station
Investment Company as of December 31, 1994 and 1993, and the related statements
of operations and partners' deficit and of cash flows for the years then ended.
These financial statements are the responsibility of the Overland Station
Investment 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. These
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.
In our opinion, the financial statements audited by us present fairly, in all
material respects, financial position of Overland Station Investment Company at
December 31, 1994 and 1993, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
/s/Price Waterhouse LLP
<PAGE>
[Letterhead]
[Logo]
Mc Curry & Associates, CPA, PC
January 24, 1996
Independent Auditors' Report - Unqualified Opinion
Park Hill Associates
Lexington, Kentucky
We have audited the accompanying balance sheet of Park Hill Associates, HUD
Project No. 083-35147-PM (a limited partnership), as of December 31, 1995, and
the related statements of income, partners' equity, and cash flows for the year
then ended. These financial statements are the responsibility of the Project's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Park Hill Associates, at
December 31, 1995, and the results of its operations, changes in partner's
capital and cash flows for the year then ended in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 24, 1996, on our
consideration of Park Hill Associates' internal control structure, and reports
dated January 24, 1996, on its compliance with specific requirements applicable
to major HUD programs and specific requirements applicable to Affirmative Fair
Housing.
/s/McCurry & Associates, CPA, PC
<PAGE>
[Letterhead]
[Logo]
Mc Curry & Associates, CPA, PC
January 24, 1995
Independent Auditors' Report - Unqualified Opinion
Park Hill Associates
Lexington, Kentucky
We have audited the accompanying balance sheet of Park Hill Associates, Project
No. 083-35147-PM (a limited partnership), as of December 31, 1994, and the
related statements of income, partners' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Park Hill Associates, at
December 31, 1994, and the results of its operations and cash flows and its
analysis of net worth for the year then ended in conformity with generally
accepted accounting principles.
/s/McCurry & Associates, CPA, PC
<PAGE>
[Letterhead]
[Logo]
Mc Curry & Associates, CPA, PC
February 4, 1994
Independent Auditors' Report - Unqualified Opinion
Park Hill Associates
Lexington, Kentucky
We have audited the accompanying balance sheet of Park Hill Associates, Project
No. 083-35147-PM (a limited partnership), as of December 31, 1993, and the
related statements of income, partners' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Park Hill Associates, at
December 31, 1993, and the results of its operations and cash flows and its
analysis of net worth for the year then ended in conformity with generally
accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information included in the report
(shown on pages 10-15) is presented for the purposes of additional analysis and
is not a required part of the basic financial statements of Park Hill
Associates. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements, and, in our opinion, is
fairly presented in all material respects in relation to the financial
statements taken as a whole.
/s/McCurry & Associates, CPA, PC
<PAGE>
[Letterhead]
[Logo]
Haran & Associates Ltd
INDEPENDENT AUDITORS' REPORT
To the Partners of HUD Field Office Director
PHEASANT RIDGE LIMITED PARTNERSHIP Chicago, Illinois
Moline, Illinois
We have audited the accompanying balance sheet of PHEASANT RIDGE LIMITED
PARTNERSHIP, Project No. 071-35240 as of December 31, 1995, and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of PHEASANT
RIDGE LIMITED PARTNERSHIP as of December 31, 1995, and its profit and loss,
changes in partners' equity, and its cash flows for the year then ended then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 8, 1996, on our consideration of PHEASANT RIDGE LIMITED
PARTNERSHIP'S internal control structure, and reports dated January 8, 1996, on
its compliance with specific requirements applicable to major HUD programs and
specific requirements applicable to Nonmajor HUD Programs.
The accompanying supplementary information (shown on pages 12 to 17), is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statement, and,
in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/Haran & Associates, Ltd
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Certification No. 36-3097692
Audit Partner: James E. Haran (847) 853-2580
January 8, 1996
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
[Letterhead]
[Logo]
Coopers & Lybrand
To the Partners
Pheasant Ridge Apartments Associates
We have audited the accompanying balance sheet of the Pheasant Ridge Apartments
Associates, an Illinois Limited Partnership, HUD Project No. 071-35240 as of
December 31, 1994, and the related statements of revenues and expenses, changes
in partners' equity (deficit), and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Pheasant Ridge Apartments
Associates as of December 31, 1994, and results of its operations and cash flows
for the year then ended in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 11 to 19), are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements of Pheasant Ridge Apartments Associates. Such information has been
subjected to the auditing procedures applied in the audit of the financial
statement and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
Coopers & Lybrand L.L.P
Des Moines, Iowa
January 6, 1995
<PAGE>
[Letterhead]
[Logo]
Coopers & Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Pheasant Ridge Apartments Associates
We have audited the accompanying balance sheet of the Pheasant Ridge Apartments
Associates, an Illinois Limited Partnership, HUD Project No. 071 35240 as of
December 31, 1993, and the related statements of revenues and expenses, changes
in partners' equity (deficit), and cash flows for the year then ended. These
financial statements are the responsibility of the project's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Pheasant Ridge Apartments
Associates as of December 31, 1993, and results of its operations and cash flows
for the year then ended then ended in conformity with generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 11 to 19), are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements of Pheasant Ridge Apartments Associates. Such information has been
subjected to the auditing procedures applied in the audit of the financial
statement and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
Coopers & Lybrand
Des Moines, Iowa
January 7, 1994
<PAGE>
[Letterhead]
[Logo]
Price Waterhouse LLP
Report of Independent Accountants
February 23, 1996
To the Partners of Westpark Plaza Investors
We have audited the accompanying balance sheet of the Westpark Plaza Investors
(FHA Project No. 136-35581-PM) as of December 31, 1995 and 1994, and the related
statements of operations and partners' deficit and cash flows for the years then
ended. These financial statements are the responsibility of the Westpark Plaza
Investors' 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
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westpark Plaza Investors as of
December 31, 1995 and 1994, and the results of its operations and cash flows for
the years then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards we have also issue a report
dated February 23, 1996, on our consideration of Westpark Plaza Investors'
internal control structure, and reports dated February 23, 1996 on its
compliance with specific requirements applicable to major HUD programs and
Affirmative Fair Housing.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supporting information included in this report
(Schedules 1 through 7) is presented for the purpose of additional analysis and
are not a required part of the basic financial statements of Westpark Plaza
Investors. Such data has been subjected to the auditing procedures applied in
the audit of the financial statements, and, in our opinion, if fairly stated in
all material respects in relation to the financial statements taken as a whole.
/s/Price Waterhouse LLP
<PAGE>
[Letterhead]
[Logo]
Price Waterhouse LLP
Report of Independent Accountants
February 23, 1995
To the Partners of Westpark Plaza Investors
We have audited the accompanying balance sheet of the Westpark Plaza Investors
(FHA Project No. 136-35581-PM) as of December 31, 1994 and 1993, and the related
statements of operations and partners' deficit and of cash flows for the years
then ended. These financial statements are the responsibility of the Westpark
Plaza Investors' 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
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westpark Plaza Investors as of
December 31, 1994 and 1993, and the results of its operations and cash flows for
the years then ended in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
this report (shown on Schedules 1 through 7) is presented for the purpose of
additional analysis and are not a required part of the basic financial
statements of Westpark Plaza Investors. Such information has been subjected to
the auditing procedures applied in the audit of the financial statements, and,
in our opinion, if fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/Price Waterhouse LLP
<PAGE>
[Letterhead]
[Logo]
Ernst& Young LLP
Report of Independent Auditors
To the Partners of
Woodbridge Apts. of Bloomington II, L.P.
We have audited the accompanying balance sheet of Woodbridge Apartments of
Bloomington, II L.P.--Project No. 073-35520-PM as of December 31, 1995, and the
related statements of profit and loss, partners' capital deficit and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit 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 Woodbridge Apts. of Bloomington
II, L.P. at December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have issue a report
entitled "Independent Auditors' Report on Internal Control Based on an Audit of
the Financial Statements in Accordance with Government Auditing Standards" dated
January 22, 1996 on our consideration of the Partnership's internal control
structure, and a report entitled "Independent Auditors' Report on Compliance
with Laws and Regulations in Accordance with Government Auditing Standards"
dated January 22, 1996, on its compliance with applicable laws and regulations.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data listed on the contents page is
presented for the purpose of additional analysis and is not a required part of
the financial statements of the Partnership. Such data has been subjected to the
auditing procedures applied in the audit of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
January 22, 1996 /s/Ernst & Young LLP
<PAGE>
[Letterhead]
[Logo]
Ernst& Young LLP
Report of Independent Auditors
To the Partners
Woodbridge Apts. of Bloomington II, L.P.
We have audited the balance sheets of Woodbridge Apartments of Bloomington II,
L.P. a limited Partnership--Project No. 073-35520-PM as of December 31, 1994 and
1993, and the related statements of profit and loss, partners' capital deficit
and cash flows for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Woodbridge Apts. of Bloomington
II, L.P. at December 31, 1994 and 1993, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1994, in conformity with generally accepted accounting principles.
As discussed in Note B to the financial statements, the Partnership's recurring
deficiencies in cash flow raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
January 17, 1995 /s/Ernst & Young LLP
<PAGE>
[Letterhead]
[Logo]
Ernst& Young LLP
Report of Independent Auditors
To the Partners
The Woods of Castleton
We have audited the accompanying balance sheet of The Woods of Castleton, a
limited partnership--Project Number 073-35402-PM, as of December 31, 1995, and
the related statements of profits and loss, partners' capital deficit, and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Woods of Castleton at
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issue a report
entitled "Independent Auditors' Report on Internal Control Based on an Audit of
the Financial Statements in Accordance with Government Auditing Standards" dated
January 22, 1996, on our consideration of the Partnership's internal control
structure, and a report entitled "Independent Auditors' Report on Compliance
with Laws and Regulations in Accordance with Government Auditing Standards"
dated January 22, 1996, on its compliance with applicable laws and regulations.
As discussed in Note 2 to financial statements, the Partnership's recurring
deficiencies in cash flow raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data listed on the contents page is
presented for the purpose of additional analysis and is not a required part of
the financial statements of the Partnership. Such data has been subjected to the
auditing procedures applied in the audit of the financial statements, and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/Ernst & Young LLP
January 22, 1996
<PAGE>
[Letterhead]
[Logo]
Ernst& Young LLP
REPORT OF INDEPENDENT AUDITORS
To the Partners
The Woods of Castleton
We have audited the accompanying balance sheet of The Woods of Castleton, a
limited partnership--Project Number 073-35402-PM, as of December 31, 1994 and
1993, and the related statements of profits and loss, partners' capital deficit
and cash flows for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Woods of Castleton at
December 31, 1994 and 1993, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1994, in conformity
with generally accepted accounting principles.
As discussed in Note B to financial statements, the Partnership's recurring
deficiencies in cash flow raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/Ernst & Young LLP
January 17, 1995
<PAGE>
[Letterhead]
[Logo]
KPMG Peat Marwick LLP
Independent Auditors' Report
The Partners
Youngstoun Apartments, Phase II:
We have audited the accompanying balance sheet of Youngstoun Apartments, Phase
II (a Limited Partnership), FHA Project No. 052-35323-PM-L8 as of December 31,
1995, and the related statements of profit and loss (HUD Form 92410), changes in
partners' deficit, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Youngstoun Apartments, Phase II
as of December 31, 1995, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also issued a report
dated February 2, 1996, on our consideration of Youngstoun Apartments, Phase
II's internal control structure, and a report dated February 2, 1996, on its
compliance with laws and regulations.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedules 1 through 4 is presented for the purpose of additional analysis and is
not a required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements, and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
KPMG Peat Marwick LLP
February 2, 1996
<PAGE>
[Letterhead]
[Logo]
Ernst& Young LLP
Report of Independent Auditors
The Partners of Youngstoun Apartments, Phase II
and the Federal Housing Administration
We have audited the accompanying balance sheet of Youngstoun Apartments, Phase
II, FHA Project No. 052-35323-PM-L8 as of December 31, 1994, and the related
statements of profit and loss (HUD Form 92410), changes in partners' deficit and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Youngstoun Apartments, Phase
II, as of December 31, 1994, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supplementary information listed on pages 12
through 18 is presented for the purpose of additional analysis and is not a
required part of the financial statements. Such information has been subjected
to the auditing procedures applied in the audit of the financial statements,
and, in our opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
Ernst & Young LLP
January 18, 1995
<PAGE>
[Letterhead]
[Logo]
Ernst& Young LLP
Report of Independent Auditors
The Partners of Youngstoun Apartments, Phase II
and the Federal Housing Administration
We have audited the accompanying balance sheet of Youngstoun Apartments, Phase
II, FHA Project No. 052-35323-PM-L8 as of December 31, 1993, and the related
statements of profit and loss (HUD Form 92410), changes in partners' deficit and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Youngstoun Apartments, Phase
II, as of December 31, 1993, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supplementary information listed on pages 11
through 16 is presented for the purpose of additional analysis and is not a
required part of the financial statements. Such information has been subjected
to the auditing procedures applied in the audit of the basic financial
statements, and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
Ernst & Young
January 24, 1994
<PAGE>
[Logo]
[Letterhead]
MAGGART & ASSOCIATES, P.C.
INDEPENDENT AUDITOR'S REPORT
The Partners
Mountain View Associates, Ltd.
We have audited the accompanying balance sheet of Mountain View Associates, Ltd.
(a limited partnership), F.H.A. Project No. 087-35121-PM as of December 31,
1994, and the related statements of profit and loss, changes in partners'
deficit and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Mountain View Associates, Ltd.
(a limited partnership), as of December 31, 1993, and the results of its
operations, changes in partners' deficit and cash flows for the year then ended
in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in Schedules 1 through
4 is presented for the purpose of additional analysis and are not a required
part of the basic financial statements of Mountain View Associates, Ltd. (a
limited partnership). Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statement, and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/Maggart & Associates, P.C.
Nashville, Tennessee
February 5, 1995
<PAGE>
[Logo]
[Letterhead]
MAGGART & ASSOCIATES, P.C.
INDEPENDENT AUDITOR'S REPORT
The Partners
Mountain View Associates, Ltd.
We have audited the accompanying balance sheet of Mountain View Associates, Ltd.
(a limited partnership), F.H.A. Project No. 087-35121-PM as of December 31,
1993, and the related statements of profit and loss, changes in partners'
deficit and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Mountain View Associates, Ltd.
(a limited partnership), as of December 31, 1993, and the results of its
operations, changes in partners' deficit and cash flows for the year then ended
in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in Schedules 1 through
4 is presented for the purpose of additional analysis and are not a required
part of the basic financial statements of Mountain View Associates, Ltd. (a
limited partnership). Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statement, and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/Maggart & Associates, P.C.
Nashville, Tennessee
January 25, 1994
<PAGE>
[Logo]
[Letterhead]
MAGGART & ASSOCIATES, P.C.
INDEPENDENT AUDITOR'S REPORT
The Partners
Woodmeade South Associates, Ltd.
We have audited the accompanying balance sheet of Woodmeade South Associates,
Ltd. (a limited partnership), F.H.A. Project No. 087-35104-PM as of December 31,
1994, and the related statements of profit and loss, changes in partners'
deficit and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Woodmeade South Associates,
Ltd. (a limited partnership), as of December 31, 1994, and the results of its
operations, changes in partners' deficit and cash flows for the year then ended
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in notes 5 and 7 to
the financial statements, the Partnership is in default on the mortgage at
December 31, 1994 primarily as a result of continuing operating losses in excess
of the amounts funded by the general partners. As a result, the mortgage note
has been assigned to the Department of Housing and Urban Development (HUD). On
September 14, 1992, a provisional workout agreement was approved by HUD. This
situation raises substantial doubt about the ability of the Partnership to
continue as a going concern. The financial statements do not include any
adjustment that might result from the outcome of this uncertainty.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in Schedules 1 through
4 is presented for the purpose of additional analysis and are not a required
part of the basic financial statements of Woodmeade South Associates, Ltd. (a
limited partnership). Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statement, and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/Maggart & Associates, P.C.
Nashville, Tennessee
February 9, 1995
<PAGE>
[Logo]
[Letterhead]
MAGGART & ASSOCIATES, P.C.
INDEPENDENT AUDITOR'S REPORT
The Partners
Woodmeade South Associates, Ltd.
We have audited the accompanying balance sheet of Woodmeade South Associates,
Ltd. (a limited partnership), F.H.A. Project No. 087-35104-PM as of December 31,
1993, and the related statements of profit and loss, changes in partners'
deficit and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 Woodmeade South Associates,
Ltd. (a limited partnership) as of December 31, 1993, and the results of its
operations, changes in partners' deficit and cash flows for the year then ended
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in notes 5 and 7 to
the financial statements, the Partnership is in default on the mortgage at
December 31, 1993 primarily as a result of continuing operating losses in excess
of the amounts funded by the general partners. As a result, the mortgage note
has been assigned to the Department of Housing and Urban Development (HUD). On
September 14, 1992, a provisional workout agreement was approved by HUD. This
situation raises substantial doubt about the ability of the Partnership to
continue as a going concern. The financial statements do not include any
adjustment that might result from the outcome of this uncertainty.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in Schedules 1 through
4 is presented for the purpose of additional analysis and are not a required
part of the basic financial statements of Woodmeade South Associates, Ltd. (a
limited partnership). Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statement, and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/Maggart & Associates, P.C.
Nashville, Tennessee
January 21, 1994
<PAGE>
[Logo]
[Letterhead]
T. Ransom Cornish
Certified Public Accountant
Independent Auditor's Opinion
To The Partners HUD Field Office Director
Captain's Landing Associates, Ltd. Houston, Texas
I have audited the accompanying balance sheet of Captain's Landing Associates,
Ltd. (a Texas limited Partnership) - HUD Project No. 114-35303-PM as of December
31, 1993, and the related statements of profit and loss, changes in partners'
equity (deficit) and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Captain's Landing Associates, Ltd.
as of December 31, 1993, and the results of its operations, and the changes in
partners' equity (deficit) and cash flows for the year then ended in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As shown in the financial
statements, the Partnership incurred a net loss of $372,271 during the year
ended December 31, 1993, and, as of that date, had a working capital deficiency
of $2,118,344 and a negative partners' equity of $2,448,804. As described more
fully in Note 2 to the financial statements, the Partnership is in default on
its mortgage that is secured by the principal asset of the Partnership.
The Department of Housing and Urban Development (HUD) which originally insured
the mortgage, has assumed it from the private lenders. A provisional workout
arrangement has been signed with HUD by which HUD agrees not to foreclose on the
property securing the mortgage, provided the Partnership complies with the
provisions of the agreement. The Partnership's ability to continue as a going
concern is dependent on its ability to comply with the requirements of the
arrangement. The Partnership cannot predict what the outcome under the
provisional workout agreement will be. The financial statements do not include
any adjustment that might result from the outcome of this uncertainty.
The Partnership was organized as a Texas limited partnership with two general
partners and two limited partners. During 1991, the acting managing general
partner declared bankruptcy. The trustee for the bankruptcy proceeding has not
yet determined the value of the Partnership interest, nor has he determined if
the Partnership interest will be liquidated for value. The Partnership's ability
to continue as a going concern is dependent on its ability to retain a managing
general partner with sufficient net worth as required. The Partnership cannot
predict what the decision of the bankruptcy trustee will be. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
<PAGE>
Independent Auditor's Opinion
(Continued)
My audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in this report (shown
on Pages 15-21) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements of Captain's Landing Associates,
Ltd. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statement, and, in my opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.
Houston, Texas /s/T. Ransom Cornish
February 17, 1994 Certified Public Accountant
<PAGE>
BOSTON FINANCIAL APARTMENTS ASSOCIATES, L.P.
(A Limited Partnership)
1995 Form 10-K Annual Report
Item 14(c)(28)(b)Audited Financial Statements
of Investee Local Limited Partnerships
<PAGE>
Overland Station
Investment Company
(In Process of Liquidation)
Financial Statements
October 31, 1995
[Logo]
[Letterhead]
Price Waterhouse LLP
Report of Independent Accountants
January 22, 1996
To the Partners of
Overland Station Investment Company
We have audited the accompanying statement of net assets in liquidation of the
Overland Station Investment Company as of October 31, 1995 and the related
statements of changes in net assets in liquidation for the period January 1,
1995 to October 31, 1995. These financial statements are the responsibility of
the Overland Station Investment Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
As described in Note 2 the Partnership received final payment on the sale of the
Project on January 30, 1995 and commenced liquidation shortly thereafter. As a
result, the Partnership has changed its basis of accounting for periods
subsequent to December 31, 1994 from the going concern basis to a liquidation
basis.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets in liquidation of the Partnership as of
October 31, 1995 and the changes in its net assets in liquidation for the period
from January 1, 1995 to October 31, 1995 in conformity with generally accepted
accounting principles applied on the basis described in the preceding paragraph.
/s/Price Waterhouse LLP
<PAGE>
Overland Station Investment Company
Statement of Net Assets in Liquidation
October 31, 1995
<TABLE>
<CAPTION>
<S> <C>
Assets
Cash $15,350
Less Liabilities
Accrued expenses 5,000
Net assets in liquidation $10,350
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Overland Station Investment Company
Statement of Changes in Net Assets in Liquidation
October 31, 1995
<TABLE>
<CAPTION>
<S> <C>
Additions to net assets in liquidation -
Gain on Project sale $ 2,088,307
Deductions from net assets in liquidation -
Distributions to partners (515,940)
Net increase in net assets in liquidation 1,572,367
Net deficit of assets in liquidation, beginning of period (1,562,017)
Net assets in liquidation, end of period $ 10,350
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Overland Investment Company
Notes to Financial Statements
1. Description of Business and Significant Accounting Policies
Description of business Overland Station Investment Company (the
Partnership), a limited partnership, was formed in 1977 for the purpose of
owning and operating Overland Station (the Project), a 160-unit apartment
complex in Boise, Idaho, developed and operated under Section 221(d)(4) of the
National Housing Act. The Partnership is subject to restrictions contained in
the Act as to certain operating procedures.
Method of accounting The Partnership adopted the liquidation basis of accounting
for the period from January 1, 1995 through October 31, 1995. All recorded
liabilities reflect estimated remaining obligations.
Income taxes
The Partnership is not a taxable entity; however, it files
information returns as required by the Internal Revenue Service and Idaho State
Tax Commission. Taxable income or loss from the Partnership's operations is
includable in the income tax returns of the partners.
2. Sale of Project
On August 22, 1994, the Partnership signed an agreement to sell the Project, all
intangible rights and property, impounds held by mortgagee, reserve for
replacements, tenant security deposits and all rights in the HUD Regulatory
Agreement and housing assistance payments contract for $4,480,000. Upon signing
the agreement, the buyer paid $900,000 as a non-refundable deposit which was
recorded as deferred revenue at December 31, 1994. On January 30, 1995, the
final payment on the sale was received.
The gain recognized on the sale and the distribution of proceeds are summarized
as follows:
<TABLE>
<CAPTION>
<S> <C>
(in 000's)
Gain recognized on Project sale:
Sale price $4,480
Less:
Net book value of assets sold 2,109
Selling expenses 283
$2,088
Distribution of proceeds:
Mortgage repayment $2,962
Distributions to partners (including
$719,000 paid in 1994) 1,235
Selling expenses 283
$4,480
</TABLE>
<PAGE>
Overland Investment Company
Notes to Financial Statements
Coinciding with the sale of its assets, the Partnership ceased to engage in any
business activities except for winding up its business and affairs. The $15,350
of cash held by the Partnership at October 31, 1995 has been retained to provide
for the payment of remaining expenses. All cash remaining after the final
expenses have been paid will be distributed to the Partners.
Although all assets and management responsibilities have been transferred, the
sale has not received final HUD approval.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 121,361
<SECURITIES> 998,083
<RECEIVABLES> 18,444
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,594
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,143,482
<CURRENT-LIABILITIES> 1,198,389<F1>
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (54,907)
<TOTAL-LIABILITY-AND-EQUITY> 1,143,482
<SALES> 0
<TOTAL-REVENUES> 331,766<F2>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 144,794 <F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 55,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 61,000
<CHANGES> 0
<NET-INCOME> 1,404,655<F4>
<EPS-PRIMARY> $59.48
<EPS-DILUTED> 0
<FN>
<F1>Included in current liabilities: Accounts Payable to Affiliates of $8,972,
Accounts Payable and Accrued Expenses of $20,667 and Principal and Accrued
Interest on a note of $1,168,750.
<F2>Represents Distribution income of $255,227 and Investment income of $72,139
and other income of $4,400.
<F3>Includes $118,735 of General and administrative expenses and $26,059 of
Asset management fees.
<F4>This amount reflects Equity in income of Local Limited Partnerships of
$1,985,647 and Loss on sale of Local Limited Partnership of $773,964.
</FN>
</TABLE>
