UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File Number: 0-15764
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
TEMPO-LP, INC.
(Exact name of registrant as specified in governing instrument)
Dean Witter/Coldwell Banker Tax
Exempt Mortgage Fund, L.P.
Delaware 58-1710934
(State of organization) (IRS Employer Identification No.)
TEMPO-LP, Inc.
58-1710930
(IRS Employer Identification No.)
2 World Trade Center, New York, NY 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 392-1054
Former name, former address and former fiscal year, if changed since
last report: not applicable
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
<PAGE>
<TABLE>
Part I - Financial Information
Item 1. Financial Statements
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
BALANCE SHEETS
<CAPTION>
September 30, December 31,
1995 1994
ASSETS
<S> <C> <C>
Cash and cash equivalents, at cost,
which approximates market $ 5,846,816 $ 4,464,390
Accrued interest receivable 463,512 733,012
Investments in revenue bonds 102,401,043 102,992,445
Deferred bond selection fee, net 1,314,249 1,473,980
Other assets 619,486 778,946
$110,645,106 $110,442,773
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and other liabilities $ 989,232 $ 957,538
Partners' capital:
Assigned Benefit Certificates
(7,454,110 ABC's outstanding) 109,655,874 109,485,235
$110,645,106 $110,442,773
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENTS OF OPERATIONS
Three and nine months ended September 30, 1995 and 1994
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Interest income:
Revenue bonds $1,816,641 $1,907,660 $5,773,977 $5,601,282
Short-term investments 47,553 14,628 114,846 35,433
1,864,194 1,922,288 5,888,823 5,636,715
Expenses:
General and administrative 46,342 74,347 298,743 555,609
Net income $1,817,852 $1,847,941 $5,590,080 $5,081,106
Net income allocated to:
Limited partner $1,781,495 $1,810,982 $5,478,278 $4,979,484
General partner 36,357 36,959 111,802 101,622
$1,817,852 $1,847,941 $5,590,080 $5,081,106
Net income per Assigned Benefit Certificate $ .24 $ .25 $ .73 $ .67
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENT OF PARTNERS' CAPITAL
Nine months ended September 30, 1995
<CAPTION>
Limited General
Partner Partner Total
<S> <C> <C> <C>
Partners' capital (deficit)
at January 1, 1995 $110,112,694 $(627,459) $109,485,235
Net income 5,478,278 111,802 5,590,080
Cash distributions (5,311,053) (108,388) (5,419,441)
Partners' capital (deficit)
at September 30, 1995 $110,279,919 $(624,045) $109,655,874
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1995 and 1994
<CAPTION>
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,590,080 $ 5,081,106
Adjustments to reconcile net income to
net cash provided by operating activities:
Amortization 591,402 562,383
Amortization of deferred bond selection fee 159,731 159,731
Decrease in accrued interest receivable 269,500 76,082
Increase in accounts payable and other
liabilities 31,694 96,489
Net cash provided by operating activities 6,642,407 5,975,791
Cash flows from financing activities:
Cash distributions (5,419,441) (4,848,969)
Decrease (increase) in other assets 159,460 (61,032)
Net cash used in financing activities (5,259,981) (4,910,001)
Increase in cash and cash equivalents 1,382,426 1,065,790
Cash and cash equivalents at beginning
of period 4,464,390 3,214,536
Cash and cash equivalents at end
of period $ 5,846,816 $ 4,280,326
See accompanying notes to financial statements.
</TABLE>
<PAGE>
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
NOTES TO FINANCIAL STATEMENTS
1. The Partnership and Accounting Policies
Dean Witter/Coldwell Banker Tax Exempt Mortgage Fund, L.P. (the
"Partnership") is a limited partnership organized under the laws of the
State of Delaware on August 20, 1986.
The proceeds from the offering were used to purchase ten series of
revenue bonds which funded the development of eight multi-family
residential properties (the "Properties").
The Partnership's records are maintained on the accrual basis of
accounting for financial reporting and tax purposes.
Generally, the investments in revenue bonds are carried at cost. The
Partnership has acquired ownership interests in certain properties
collateralizing the bonds because the owners of such properties defaulted
on the bonds. At the date of acquisition of these ownership interests,
the Partnership adjusted the carrying value of the related bonds to the
net realizable value of the property if such amount was lower than the
book value of the bonds. Subsequently, for those bonds which were
written down to net realizable value, the Partnership records periodic
amortization (netted against bond interest) approximately equal to
depreciation on the property.
Net income per Assigned Benefit Certificate ("ABC") is calculated by
dividing net income allocated to the Investors, in accordance with the
Partnership Agreement, by the number of ABCs outstanding.
In the opinion of management, the accompanying financial statements,
which have not been audited, include all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the results for
the interim periods.
2. Investment in Revenue Bonds
The Partnership recognized provisions for uncollectible interest of
$712,350 and $887,377 for the nine months ended September 30, 1995 and
1994, respectively, which amounts approximate accrued but unpaid interest
on the Park at Landmark revenue bond in 1995 and the Park at Landmark and
SunBrook Apartments revenue bonds in 1994. These amounts are recorded
as a reduction of interest income from revenue bonds.
In 1993, American First REIT Inc. ("AFREIT"), owner of the Township in
Hampton Woods property, informed the Partnership that it intended to
refinance the property and prepay the related mortgage loan. The
Partnership informed AFREIT that the loan documents do not permit pre-
payment before 1996. In March 1994, AFREIT filed suit to compel the
Partnership to accept the prepayment. In February 1995, a Virginia
Court, in a summary judgment, ruled that the loan agreements are clear
that there can be no voluntary prepayments prior to November 1, 1996.
AFREIT did not appeal the decision.
In July 1995, the Partnership was notified that AFREIT was merged into
Mid-America Apartment Communities, Inc. REIT without the Partnership's
consent; this is considered a loan default, and a notice of default has
been sent to AFREIT. The Partnership and Mid-America are attempting to
resolve this matter.
Fountain Head Partners did not pay its share of certain building
improvement costs totalling $271,000 which the Partnership considered
necessary. In December 1994, the Partnership and Fountain Head Partners
had an arbitration hearing in which the Partnership sought a 50%
reimbursement from Fountain Head Partners. In April 1995, the
arbitrators denied the Partnership's request for reimbursement, but
permitted the Partnership to recover approximately $85,000 of the total
cost of the improvements from the property's replacement reserve; the
remainder is recoverable from the cash flow from the property before any
distributions are paid to the owners.
3. Related Party Transactions
An affiliate of the General Partner performs bond servicing and
administrative functions, processes investor transactions and prepares
tax information for the Partnership. For each nine-month period ended
September 30, 1995 and 1994, the Partnership incurred approximately
$387,000 for these services. As of September 30, 1995, the affiliate was
owed approximately $15,900 for these services.
Another affiliate of the General Partner earned fees of $78,978 and
$73,522 for the management of the Park at Landmark property during the
nine months ended September 30, 1995 and 1994, respectively. As of
September 30, 1995, the affiliate was owed approximately $8,600 for these
services.
4. Cash Distributions
On November 13, 1995, the Partnership paid a cash distribution of
$1,863,528 to the Investors ($0.25 per ABC) and $38,031 to the General
Partner.
<PAGE>
<TABLE>
TEMPO-LP, INC.
BALANCE SHEETS
<CAPTION>
September 30, December 31,
1995 1994
ASSETS
<S> <C> <C>
Cash $ 900 $ 900
Investment in Partnership, at cost 100 100
$1,000 $1,000
STOCKHOLDER'S EQUITY
Common stock, $1 par value, 1,000 shares
authorized and outstanding $1,000 $1,000
See accompanying note.
</TABLE>
<PAGE>
TEMPO-LP, INC.
NOTE TO BALANCE SHEETS
1. Organization
TEMPO-LP, Inc. (the "Corporation"), was formed in April 1986 to be the
limited partner of the Dean Witter/Coldwell Banker Tax Exempt Mortgage
Fund, L.P. (the "Partnership"). The Partnership issued limited
partnership interests to the Corporation, which in turn assigned those
limited partnership interests to investors. Investors received assigned
benefit certificates to represent the limited partnership interests
assigned to them. The Corporation has had no activity since assignment
of the limited partnership interests in 1986.
The Corporation's capital stock is owned by Dean Witter, Discover & Co.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
The Partnership raised $149,082,200 in a public offering of 7,454,110
ABCs which was terminated in 1987. The Registrants have no plans to
raise additional capital.
The Partnership has purchased ten series of revenue bonds, the proceeds
of which funded the development of the Properties. The Partnership's
acquisition program has been completed. No additional investments are
planned.
Cash flow generated by the Properties is the primary source of all
payments due the Partnership under the terms of the revenue bonds, which
are collateralized by the Properties.
The Partnership's business is indirectly affected by competition to the
extent that the Properties may be subject to competition from neighboring
properties.
Residential properties in many areas continue to benefit from stabilized
occupancies and steady demand from tenants. Rental rates are increasing
in many markets. Population and employment growth in Albuquerque,
Atlanta and Orlando have had a positive impact on the properties located
in these markets. At several of the Properties securing the mortgage
loans in the Partnership's portfolio, rental rates have recently
increased. Improved performance of residential properties, however, is
leading to apartment construction in certain areas.
During the nine months ended September 30, 1995, Partnership cash flow
from operations exceeded its distributions and other cash requirements.
The Partnership expects that its cash flow from operations will continue
to exceed its distributions and other cash needs during the remainder of
1995 and 1996. The Partnership increased the cash distribution rate from
4.25% to 5% beginning with the cash distribution for the first quarter
of 1995, which was paid in May 1995. The Partnership will increase the
cash distribution to 6% beginning with the cash distribution for the
fourth quarter of 1995, which will be paid in February 1996.
The payment status of each revenue bond during the nine months ended
September 30, 1995 is as follows:
Cash flow from the High Ridge Apartments, Township in Hampton Woods
Apartments and Burlington Arboretum Apartments properties enabled their
owners to pay debt service at effective interest rates of 8.32%, 9.24%
and 6.76%, respectively. These payment rates exceeded the minimum
interest rates required on the respective loans. Such excess payments
were applied to base interest due under the respective loans. During the
remainder of 1995, each of these properties is expected to operate at a
modest cash flow surplus after payment of minimum debt service and,
therefore, should be able to continue to pay a portion of base interest.
Cash flow from the Pine Club Apartments and Wildcreek Apartments
properties enabled their owners to pay minimum debt service. Each
property is expected to generate sufficient cash flow to fully pay
minimum debt service during the remainder of 1995.
During the nine months ended September 30, 1995, the Fountain Head
property, which is owned 50% each by the Partnership and Fountain Head
Partners, an unaffiliated party, operated at a modest cash flow deficit,
but the owner was able to pay its required minimum debt service.
However, the property is not generating sufficient cash flow to pay
certain operating expenses on a current basis and the real estate tax
escrow remains underfunded. As of September 30, 1995, Fountain Head
Partners has a remaining commitment to fund property operating deficits
of approximately $26,500 secured by a letter of credit in favor of the
Partnership. During the second quarter of 1995, the Partnership
recovered $85,000 of the costs it was owed from Fountain Head Partners
from the replacement reserve; this is the primary reason for the decrease
in other assets. See Note 2 to the financial statements in Item 1.
Cash flow from the SunBrook property (which is partly owned by the
Partnership) enabled its owner to pay minimum debt service during the
nine months ended September 30, 1995. The property is expected to incur
modest debt service shortfalls for the remainder of 1995.
All of the cash flow generated by the Park at Landmark property (which
is partly owned by the Partnership) is paid to the Partnership. During
the nine months ended September 30, 1995, the Partnership received
$1,236,713 from the property; this amount was less than required minimum
debt service by $712,350. Cash flow from the property is not expected
to be sufficient to fully pay minimum debt service in the foreseeable
future.
On November 13, 1995, the Partnership paid the third quarter cash
distribution of $1,863,528 to the Investors ($0.25 per ABC) and $38,031
to the General Partner.
In December 1992, the Internal Revenue Service published proposed and
temporary regulations with respect to the modification of debt
instruments. If the regulations are adopted as currently written, they
would limit the type and degree of direct, indirect and implied
modifications that could be made by a bond owner or lender without
adversely affecting the tax-exempt status of the revenue bonds. It is
not clear at this time how the proposed regulations would affect the
Partnership with respect to revenue bonds secured by mortgages on
properties transferred to new borrowers. The regulations have not yet
been finalized.
Operations
Fluctuations in the Partnership's operating results for the nine and
three month periods ended September 30, 1995 compared to 1994 are
primarily attributable to the following:
The decrease in interest income from revenue bonds during the three-month
period was primarily due to reduced interest received from the SunBrook
property in 1995. This was more than offset by an increase in interest
from the Park at Landmark property during the nine-month period.
Interest income from short-term investments increased due to higher
average balances invested as well as higher average interest rates in
1995.
The decrease in general and administrative expenses for the nine-month
period was primarily due to the absence of the Burlington Arboretum debt
restructuring costs which were recorded by the Partnership in the second
quarter of 1994. For the three-month period, general and administrative
expenses decreased due to lower legal expenses in the third quarter of
1995 than in 1994.
A summary of the markets in which the Properties are located is as
follows:
Burlington Arboretum Apartments, located in Burlington, MA, a suburb of
Boston, is in a market which has strengthened. Currently, this market
has a 3% vacancy rate. During the third quarter of 1995, occupancy at
the property increased from 98% to 99%. Effective January 1, 1995, the
owner raised rental rates at the property by approximately 10% with an
additional 5% increase in August 1995.
The Park at Landmark property, located in Alexandria, VA, competes
against several neighboring apartment buildings in a market experiencing
a vacancy rate of 8%. During the third quarter of 1995, occupancy at the
property decreased slightly from 95% to 94%. Effective January 1, 1995,
the owner raised rental rates at the property.
Pine Club Apartments, located in Orlando, Fl, operates in a market with
a current vacancy rate of approximately 7%. The market is strengthening
due to employment growth in Orlando's service industries. During the
third quarter of 1995, occupancy at the property increased from 90% to
92%. The owner had been able to increase rental rates by 5%. New
apartment units under construction in this market will compete directly
with Pine Club Apartments when complete in early 1996. The impact of
this competition is unknown at this time.
SunBrook Apartments, located in St. Charles County, MO, a suburb of St.
Louis, is in a market currently experiencing a 5% vacancy rate. The
continued slow-down in single-family home sales and retrenchment of some
corporate employers in this market decreased demand for furnished
apartments at the property. During the third quarter of 1995, occupancy
at the property decreased slightly from 87% to 86%. Effective April 1,
1995, the owner raised rental rates at the property by approximately 10%.
Wildcreek Apartments is located in Clarkston, GA, a suburb of Atlanta.
This market, with a current vacancy rate of approximately 10%, is
beginning to level off due to increased purchases of single-family homes
by prior apartment tenants. During the third quarter of 1995, occupancy
at the property increased from 90% to 94%. The owner had been able to
to increase rental rates by 15%; rental rates are currently higher than
when the loan was originally underwritten. There is no new apartment
construction in this sub-market although construction is ongoing in the
surrounding Atlanta area.
The Township in Hampton Woods property, located in Hampton, VA, operates
in a market which is primarily dependent on the defense industry. The
market remains reasonably stable at a vacancy rate of 7% due to the
maintenance of the military population in the area. During the third
quarter of 1995, occupancy at the property remained at 93%.
High Ridge Apartments, located in Albuquerque, NM, operates in a strong
market which has a vacancy rate of 9%. However, new construction and the
affordability of single-family homes may reduce occupancy levels in this
market. Occupancy at the property remained at 98% during the third
quarter of 1995.
Fountain Head Apartments, located in Kansas City, MO, operates in a
market which has a vacancy rate of 5%. During the third quarter of 1995,
occupancy decreased slightly from 99% to 98%. New apartment units are
under construction, but they are not expected to adversely affect the
property.
PART II - OTHER INFORMATION - not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by
the undersigned thereunto duly authorized.
DEAN WITTER/COLDWELL BANKER
TAX EXEMPT MORTGAGE FUND, L.P.
By: TEMPO-GP, INC.
Managing General Partner
Date: November 14, 1995 By: /s/E. Davisson Hardman, Jr.
E. Davisson Hardman, Jr.
President
Date: November 14, 1995 By: /s/Lawrence Volpe
Lawrence Volpe
Controller
(Principal Financial and
Accounting Officer)
TEMPO-LP, INC.
Date: November 14, 1995 By: /s/E. Davisson Hardman, Jr.
E. Davisson Hardman, Jr.
President
Date: November 14, 1995 By: /s/Lawrence Volpe
Lawrence Volpe
Controller
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Registrant is a limited partnership which invests in federally tax-exempt
revenue bonds, which financed construction and/or ownership of multi-family
residential properties. In accordance with industry practice, its balance
sheet is unclassified. For full information, refer to the accompanying
financial statements.
</LEGEND>
<NAME> DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
<CIK> 0000794449
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 5,846,816
<SECURITIES> 0
<RECEIVABLES> 463,512
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 110,645,106<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 109,655,874<F2>
<TOTAL-LIABILITY-AND-EQUITY> 110,645,106<F3>
<SALES> 0
<TOTAL-REVENUES> 5,888,823<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 298,743
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,590,080
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,590,080
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,590,080
<EPS-PRIMARY> .73<F5>
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include investment
in revenue bonds of $102,401,043, net deferred expenses of $1,314,249
and other assets of $619,486.
<F2>Represents partners' capital.
<F3>Liabilities include accounts payable and other liabilities of $989,232.
<F4>Total revenue includes interest income of $5,888,823.
<F5>Represents net income per Assigned Benefit Certificate.
</FN>
</TABLE>
